RFP DEC Upper Bridge Engineering Feasibility Study.pdf

REQUEST FOR PROPOSALS

NOTICE IS HEREBY GIVEN; that the Undersigned, on behalf of the Essex County Board of Supervisors, will accept sealed Proposals at the Office of the Purchasing Agent until 2:00 P.M. on September 14, 2026 for the Upper Bridge Feasibility Study.

RFPs are available at: https://www.co.essex.ny.us/bidders/publicbids.aspx. RFPs may be submitted electronically through Essex County VSS or mailed or delivered to: Essex County Purchasing, PO Box 217, 7551 Court Street, Elizabethtown, New York 12932 or by calling 518-873-3330.

All proposals submitted in response to this notice shall be marked “SEALED PROPOSAL Upper Bridge Feasibility Study” clearly on the outside of the envelope with the proposer’s name and address.

Essex County affirmatively states that in regard to any contract entered into pursuant to these instructions, without regard to race, color, sex, religion, age, national origin, disability, sexual preference or Vietnam Era veteran status, disadvantaged and minority or women-owned business enterprises will be afforded equal opportunity to submit bids in response hereto.

Dated: August 6, 2026 Linda M. Wolf, CPA Purchasing Agent Essex County Government Center Elizabethtown, New York 12932 https://www.co.essex.ny.us/bidders/publicbids.aspx

INSTRUCTIONS TO PROPOSERS

This project is funded in part by the New York State Department of Environmental Conservation - Smart Growth Round 8.

In addition to the proposal, the proposer shall submit executed non-collusion bid certificates signed by the proposer or one of its officers as required by the General Municipal Law Sec. 103d. The proposer shall also submit an executed certificate of compliance with the Iran Divestment Act signed by the proposer or one of its officers as required by the General Municipal Law Sec. 103g.

The successful proposer will be notified promptly by letter and must be prepared to enter into a contract to furnish the materials or services.

Essex County reserves the right to reject any and all proposals not considered to be in the best interest of Essex County, and to waive any technical or formal defect in the proposals which is considered by Essex County to be merely irregular, immaterial, or unsubstantial.

Essex County affirmatively states that in regard to any contract entered into pursuant to this notice, without regard to race, color, sex, religion, age, national origin, disability, sexual preference or Vietnam Era veteran status, disadvantaged and minority or women-owned business enterprises will be afforded equal opportunity to submit bids in response hereto.

MWBE Participation – The project is funded by grants which have goals of 30% for Minority-Owned Business Enterprises (MBE) and 6% for (SDVOB) participation. MWBE are encouraged to submit a proposal.

Addenda will be posted on the Essex County Website, interested vendors are urged to check before submitting their bid.

Each bidder will need to complete, sign, have notarized and return the following documents with their Proposal:

1) Vendor Responsibility Questionnaire

2) Certification of Compliance with Iran Divestment Act

3) Non-Collusive Bidding Certification

See Attachment A-1 Agency Terms and Conditions.

A. General Information

The County of Essex is requesting proposals from qualified Engineering Consultants to evaluate restoration and reopening options for the Upper Bridge as part of ongoing community revitalization efforts.

Proposal submissions must be received no later than 2:00 P.M. on September 14, 2026 and should be submitted to:

Linda M. Wolf, CPA Purchasing Agent Essex County Government Center 7551 Court St – PO Box 217 Elizabethtown, New York 12932

One (1) hard copy and one (1) USB copy of each proposal must be received in a sealed package with the designation “SEALED PROPOSAL – UPPER BRIDGE FEASIBILITY STUDY” conspicuously marked on the outer envelope. All proposals will be opened and logged in on the above stated date and time. All proposals submitted will be a matter of public record.

During the evaluation process, the County reserves the right, where it may serve the County’s best interest, to request additional information or clarifications from proposers, or to allow corrections of errors or omissions.

Essex County will not be liable for any costs incurred by firms associated with the development or delivery of proposals.

Any questions concerning this Request for Proposals should be directed to Linda M. Wolf, CPA, Purchasing Agent at (518) 873-3332.

B. Term of Engagement

The term will cover one and a half years.

The County reserves the right to terminate the agreement at any time through the initial term (or thereafter) with appropriate notice to the firm.

C. Introduction

The Feasibility Study (Upper Bridge Feasibility) will evaluate restoration and reopening options for the Upper Bridge as part of ongoing community revitalization efforts.

The Adirondack Park’s strength lies in its hamlet development, recreational assets, and tourism amenities that support local job creation.

The hamlet experienced economic decline following the loss of its last manufacturing operations in the 1960s, leading to job loss, deteriorating buildings, and a shrinking tax base. Revitalization efforts over the past decade-including dissolution of the Village, adoption of a Comprehensive Plan, and receipt of a Downtown Revitalization Initiative Award have been a community‑driven approach.

This Study will provide the Keeseville Community and Essex County with options to preserve a nationally significant example of American Engineering, restore either vehicular or pedestrian access, create scenic viewpoints, and improve transportation circulation through walkable, bikeable, or vehicular connections within the hamlet. With a population of approximately 2,000 residents, the hamlet serves as an important commercial and residential center for both residents and visitors. The Study will analyze pedestrian connectivity, vehicle access and safety, and historic preservation as they relate to quality of life and hamlet development.

D) Scope of Work to be performed

The Upper Bridge Feasibility Study, consists of a 4-option scope of work. The contract will include Team Meetings, Research, Site visits, 4 - Minimum Design Options, Cost Estimates, Public Presentations (2), and a Narrative Report with Environmental Constraints, Permitting, Transportation Impact and Community Impact for each.

The Final Deliverable is expected to prioritize the 4 options based on feasibility and cost.

The Minimum Options will include but are not limited to:

• Historic structure to be preserved as a pedestrian bicycle crossing

• Vehicular crossing will be re-opened

• Demolition of existing and new bridge construction, no action

Alternatives will include preservation of the historic structure, reopening as a pedestrian/bicycle crossing, reinstating vehicular access, constructing a new bridge, or pursuing a no‑action alternative.

The Study will assess pedestrian and bicycle access as essential amenities that connect the hamlet’s core and enhance mobility. It will evaluate how reopening the bridge could improve marketing of community assets and attract additional visitors for recreation, transportation, and heritage tourism.

The final Feasibility Study will present design alternatives supported by cost‑benefit analyses addressing economic development, environmental considerations, replicability, community need, and overall enhancements to quality of life.

The Consultant shall reference the New York State Directory of Certified Minority and Women Owned Businesses at the following internet address:

http://www.esd.ny.gov/mwbe.html

The consultant shall describe how they will meet the MWBE and SDVOB Goal requirement. If the consultant cannot meet the goal through these proposal efforts, a description of how they will obtain a waiver is expected.

The project is to be completed within one year after contract execution.

At a minimum, the following tasks are required:

2. Draft Feasibility Study with Design Options

• Engineer will prepare Preliminary Design Options (minimum of 4, with “No Action” as one Option)

• Preliminary Design Options will be delivered to the Project Team.

• A public presentation will be produced revealing options

3. Final Feasibility Study with Design Options

• Engineer will produce Final Design Options with cost estimates.

• A Final Feasibility Study will be prepared.

• All materials will be delivered to the Project Team.

• A second presentation will be produced to reveal recommended option(s).

4. Essex County will accept the Final Study & Design Options

• Final Design Options and the Final Feasibility Study will be accepted by the Project Team.

At a minimum, the following tasks are required:

1.Project Meetings and Site Visits - The Engineer will coordinate with the Project Team (Essex County, Chesterfield, and Project Partners) to conduct:

• Project kickoff meeting

• Project status meetings

• Site visits/Project Walk-Through with Project Partners http://www.esd.ny.gov/mwbe.html

Project Location

PROPOSAL REQUIREMENTS

A. General Requirements

1. Inquiries – Inquiries concerning the request for proposals and the subject of the request for proposals must be made to:

Linda M. Wolf, Purchasing Agent 7551 Court Street, P.O. Box 217 Elizabethtown NY 12932 518-873-3332

2. Time and Acceptance - Each proposal must state that it is a firm proposal that may be accepted within a period of sixty (60) days. Although the contract is expected to be awarded prior to that time, the sixty (60) day period is requested in order to allow for unforeseen delay.

3. Safeguarding of “Confidential” Information – Any trade secrets or other data which the proposer does not wish disclosed to other than County personnel involved in the evaluation or contract administration will be kept confidential if identified as follows:

Each page shall be identified in boldface at the top and bottom as “Confidential”; and any section of the proposal, which is to remain confidential, should, in addition, be so marked in boldface on the title page of that section. Net cost information may not be deemed confidential.

4. Cost for proposal preparation – Any costs incurred by a firm in preparing or submitting proposals are the proposer’s sole responsibility. The County will not reimburse any proposer for any costs incurred prior to award.

5. Declination to Submit Proposal – Any firm which receives a copy of this RFP but which declines to submit a proposal is requested to notify the County by phone or in writing of such declination.

6. Exceptions – Any exceptions to terms, conditions, or other requirements in any part of the RFP must be clearly pointed out in a distinct section of the appropriate cost proposal or technical proposal. Otherwise, the County will consider that all items proposed are in strict compliance with the RFP, and the successful proposer will be responsible for compliance.

7. Advertising – In submitting its proposal, the proposer agrees not to use the results there from as a part of any news release or commercial advertising without written approval of the County.

8. Confidentiality of Proposals – In submitting a proposal, the proposer agrees not to discuss or otherwise reveal his technical or cost information to any other sources, government or private, until after the award of the contract. Proposers not in compliance with this provision may be disqualified, at the option of the County, from contract award. Only discussions authorized by the County are exempt from this provision.

9. Right to Submitted Materials – All responses, inquiries, or correspondence relating to or in reference to this RFP, and all other reports, charts, display, schedules, exhibits and other documentation submitted by the proposers, will become the property of the County when received.

10. Legal Compliance – Under penalty of perjury, the signer of any proposal submitted in response to this RFP thereby certifies that this proposal has not been arrived at collusively nor otherwise in violation of any Federal or State laws, rules or regulations.

11. Proposer’s Representatives - Proposers shall submit the name, address, and telephone number of the person(s) with the authority to bind the firm and answer questions or provide clarification concerning the firm’s proposal.

12. Submission of Proposals - The following material is required to be received by September 14, 2026 for a proposing firm to be considered:

a. One (1) hard copy and 1 electronic version on USB) of the “Technical” proposal to include the following:

(i) Title Page – Title page showing the request for proposals subject; the firm’s name; the name, address, and telephone number of the contract person; and the date of the proposal.

(ii) Table of Contents

(iii) Transmittal Letter – A signed letter of transmittal briefly stating the proposer’s understanding of the work to be done, the commitment to perform the work within the time period, a statement why the firm believes itself to be best qualified to perform the engagement, and a statement that the proposal is a firm and irrevocable offer.

(iv) Detailed Proposal – The detailed proposal should follow the order set forth in Section B below.

b. The proposer should send one (1) copy and one (1) electronic version USB of its “Cost” proposal.

c. Proposers should send the completed “Technical” and “Cost” proposals under separate cover to the above address.

B. Technical Proposal

1. General Requirements – The purpose of the proposal is to demonstrate the qualifications, competence and capacity of the proposers in conformity with the requirements of this request for proposals. As such, the substance of proposals will carry more weight than their form or manner of presentation. The proposal should demonstrate the qualifications of the company. It should also specify a project approach that will meet the request for proposals requirements.

The proposal should address all the points outlined in the request for proposals. The proposal should be prepared simply and economically, providing a straightforward, concise description of the proposer’s capabilities to satisfy the requirements of the request for proposals. While additional data may be presented, the following subjects, item Nos. 2 through 8, must be included. They represent criteria against which the proposal will be evaluated.

2. Company Overview & Qualifications – The proposer should have extensive experience on projects similar to that proposed. An affirmative statement should be included that the firm and all assigned key professional staff are properly licensed to practice in New York State.

3. Project Team Staffing – Include biographies and relevant experience of key staff and management personnel. List the personnel who would work on this project along with their qualifications and relevant experience. Describe bonding process and coverage levels of employees.

4. Prior Projects with the County – List separately all projects within the last three (3) years for the County by type of engagement. Indicate the scope of work, date and the name and telephone number of the principal client contact.

5. Similar Projects With Other Entities – List the most significant engagements (minimum 3) performed in the last five (5) years that are similar to the project described in this request for proposal. Indicate the scope of the project, date and the name and telephone number of the principal client contact.

6. Specific Project Approach – Include the method and approach used to manage the overall project. Briefly describe how the engagement proceeds from beginning to end. The proposal should set forth a work plan with time schedule to perform the services required in this request for proposals.

7. Deliverables – The proposal should include description and samples of the types of reports as described under the scope of work.

8. References – Provide a minimum of Three (3) references for similar work.

NO DOLLARS SHOULD BE INCLUDED IN THE TECHNICAL PROPOSAL

C. Sealed Dollar Cost Bid

Total All-Inclusive Maximum Price – The dollar cost bid should contain all pricing information relative to provide the Services as described in the request for proposals.

The total all-inclusive maximum price to be bid for each engagement is to contain all direct and indirect costs, including all out-of-pocket expenses.

The first page of the dollar cost bid should include the following information:

a. Name of Firm.

b. Certification that the person signing the proposal is entitled to represent the firm, empowered to submit the bid, and authorized to sign a contract with the County.

c. A Total All-Inclusive Maximum Price for the project.

Rates for Additional Services – The second page of the dollar cost bid should include a cost per hour for additional services by job classification in case it should become necessary for the County to request the company to render any additional services.

The County will not be responsible for expenses incurred in preparing and submitting the technical proposal or the dollar cost bid. Such costs should not be included in the proposal.

Manner of Payment – Progress payments will be made on the basis of hours of work completed during the course of the engagement and out-of-pocket expenses incurred in accordance with the firm’s dollar cost bid proposal. Interim billing shall cover a period of not less than a calendar month.

EVALUATION PROCEDURES

A. Review of Proposals

The Selection Committee will review qualifications of the proposals.

Firms with unacceptably low technical qualifications will be eliminated from further consideration.

After the qualifications for each firm has been established, the dollar cost bid will be examined.

The County reserves the rights to retain all proposals submitted and use any idea in a proposal regardless of whether that proposal is selected.

B. Evaluation Criteria

Proposals will be evaluated using three sets of criteria. Firms meeting the mandatory criteria will have their proposals evaluated and scored for both technical qualifications and price. The following represent the principal selection criteria that will be considered during the evaluation process.

1. Mandatory Elements

a. The firm is independent and licensed to practice in New York State.

b. The firm adheres to the instructions in this request for proposal on preparing and submitting the proposal.

c. The firm has experience with restoration of historic and architecturally sensitive bridges

d. The firm has experience with state requirements and procedures.

2. Technical Quality (Maximum Points – 80)

a. Expertise and Experience (maximum points – 60)

• The firm’s past experience and performance on comparable projects - 5

• The firms' technical experience of the Project Team - 5

• Quality of related projects, with vignettes (four maximum) -

• Unique qualifying attributes - 10

• Experience on publicly-funded projects - 5

• Demonstrated DBE compliance - 5

• Understanding of Scope - 5

• Technical Approach/ Basis of Proposal - 15

b. Project Management (maximum points – 20)

• QA/QC Plan.

• Project Communications Plan.

• Funding Agency & Regulatory Requirements Plan

• Proposed Project Schedule with details

3. Price (Maximum Points – 20)

Cost will not be the primary factor in the selection of a firm. The proposed price will be graded based upon the following formula:

Average Bid/Your Bid = X (whereby X cannot exceed 100%) X * 20 points =

Points awarded based on cost

C. Oral Presentations

During the evaluation process, the Selection Committee at their discretion may request any one or all firms to make oral presentations. Such presentations will provide firms with an opportunity to answer any questions that the Committee may have on a firm’s proposal. Not all firms may be asked to make such oral presentations.

D. Right to Reject Proposals

Submission of a Proposal indicates acceptance by the firm of the conditions contained in this request for proposal unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the County and the firm selected.

The County reserves the right without prejudice to reject any or all proposals.

APPENDIX C

INSURANCE REQUIREMENTS - PROFESSIONAL SERVICE PROVIDERS

I. The Contractor shall procure and maintain during the entire term of the contract the following required insurance:

−> Workers’ Compensation Statutory Workers’ Compensation and Employers’ Liability Insurance for all employees, except that in the event the Contractor has no employees and is exempt by law from having such insurance coverage the Contractor may provide an exemption statement.

−> Professional Liability Insurance $1,000,000 per occurrence / $2,000,000 aggregate for the negligent or wrongful professional acts of the Contractor.

−> Commercial General Liability Insurance $1,000,000 per occurrence/ $2,000,000 aggregate.

II. Notwithstanding any terms, conditions or provisions, in any other writing between the parties, the Contractor hereby agrees (except as to workers’ compensation insurance coverage) to either effectuate

(a) the naming of the County as an “additional insured as funding source for contract services” on the contractor's insurance policies, or

(b) the inclusion of a contractual liability endorsement covering the Contractor’s contract with the County.

III. The policy/policies of insurance furnished by the Contractor shall:

−> be from an A.M. Best rated “A” New York State licensed insurer;

−> contain a 30-day notice of cancellation;

IV. In the event that the Contractor is unable to furnish professional liability insurance other than on a “claims made” basis, the Contractor shall procure and maintain a separate “tail” policy of such insurance providing the required coverage, or furnish proof of continuous coverage under the existing policy, for a period of one year and ninety days following the termination date of this contract.

V. The contractor agrees to indemnify the County for any applicable deductibles.

VI. Contractor acknowledges that failure to obtain such insurance on behalf of the County constitutes a material breach of contract and subjects it to liability for damages, indemnification and all other legal remedies available to the County. Prior to the commencement of work or use of facilities the Contractor shall provide to the County proof that such requirements have been met by furnishing certificate(s) of such insurance and the declarations pages from the policies of such insurance. The failure of the County to object to the contents of the certificate(s) and/or declarations pages, or the absence of same, shall not be deemed a waiver of any and all rights held by the County.

VII. All certificates of insurance will provide 30 days notice to the county of cancellation or non-renewal.

VIII. Contractor and subcontractor waives all rights of subrogation against the owner and will have the General Liability, Umbrella Liability Workers’ Compensation policies endorsed setting forth this Waiver of Subrogation.

IX. All policies will also contain no exclusion with respect to Section 240 and 241 of the NYS Labor Law.

X. The County shall be listed as an additional insured on a primary and non-contributory basis.

APPENDIX D - STANDARD CLAUSES FOR ESSEX COUNTY CONTRACTS

1. Independent Contractor Status The parties each acknowledge, covenant and agree that the relationship of the Contractor to the County shall be that of an independent contractor. The Contractor, in accordance with its status as an independent contractor, further covenants and agrees that it:

(a) will conduct itself in accordance with its status as an independent contractor;

(b) will neither hold itself out as nor claim to be an officer or employee of the County; and

(c) will not make any claim, demand or application for any right or privilege applicable to an officer or employee of the County, including but not limited to workers' compensation benefits, unemployment insurance benefits, social security coverage or retirement membership or credits.

2. Contractor To Comply With Laws/Regulations The Contractor shall at all times comply with all applicable state and federal laws, rules and regulations governing the performance and rendition of the services to be furnished under this agreement.

3. Licenses, Permits, Etc.

The Contractor shall, during the term of this agreement, obtain and keep in full force and effect any and all licenses, permits and certificates required by any governmental authority having jurisdiction over the rendition and performance of the services to be furnished by the Contractor under this agreement.

4. Termination This agreement may be terminated without cause by either party upon 30 days prior written notice, and upon such termination neither party shall have any claim or cause of action against the other except for services actually performed and mileage expenses actually incurred prior to such termination. Notwithstanding the foregoing, this agreement may be immediately terminated by the County:

(a) for the Contractor's breach of this agreement, by serving written notice of such termination stating the nature of the breach upon the Contractor by personal delivery or by certified mail, return receipt requested, and upon such termination either party shall have such rights and remedies against the other as provided by law; or

(b) upon the reduction or discontinuance of funding by the State or Federal governments to be used in furnishing some or all of the work, labor and/or services provided for under this agreement, and upon such termination neither party shall have any claim or cause of action against the other except for services actually performed and expenses (if the same are to be paid under this agreement) actually incurred prior to such termination.

5. Defense & Indemnification The Contractor shall defend, indemnify and hold harmless the County to the fullest extent allowed by law, and notwithstanding any insurance requirements, from and against any and all liability, losses, claims, actions, demands, damages, expenses, suits, judgments, orders, causes of action and claims, including but not limited to attorney’s fees, legal costs, and all other costs of defense, by reason of any liability whatsoever imposed by law or otherwise upon the County for damages to person, property or of any other kind in nature, including but not limited to those for bodily injury, property damage, death arising out of or in connection with its officers, employees, agents, contractors, sub-contractors, guests or invitees negligence or its/their performance or failure to perform this agreement. This language shall be inserted by Contractor in all agreements between Contractor and its subcontractors and subcontractors will indemnify and hold harmless the County pursuant to its terms.

6. Discrimination Prohibited The services to be furnished and rendered under this agreement by the Contractor shall be available to any and all residents of Essex County without regard to race, color, creed, sex, religion, national or ethnic origin, handicap, or source of payment; and under no circumstances shall a resident's financial ability to pay for the services provided be considered unless such consideration is allowed by State and/or Federal law, rule or regulation.

7. Non-Discrimination In Employment The Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, disability or marital status. In the event that this is a contract to be performed in whole or in part within the State of New York for (a) the construction, alteration or repair of any public building or public work, (b) for the manufacture, sale or distribution of materials, equipment or supplies, (c) for building service, the Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex or national origin:

(1) discriminate in hiring against any citizen who is qualified and available to perform the work;

or

(2) discriminate against or intimidate any employee hired for the performance of work under this contract.

The Contractor agrees to be subject to fines of $50.00 per person per day for any violation of this paragraph, as well as to possible termination of this contract or forfeiture of all moneys due hereunder for a second or subsequent violation.

8. Damage/Injury To Persons & Property The Contractor shall promptly advise the County of all damages to property of the County or of others, or of injuries incurred by persons other than employees of the Contractor, in any manner relating, either directly or indirectly, to the performance of this agreement.

9. Records The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this contract (hereinafter collectively "the Records") in accordance with the following requirements:

(a) the Records must be kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter;

(b) the County Auditor, State Comptroller, the Attorney General or any other person or entity authorized to conduct an examination, as well as the agency or agencies involved in this contract, shall have access to the Records during normal business hours at an office of the Contractor within the State of New York, or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and copying.

The County shall take reasonable steps to protect from public disclosure any of the records which are exempt from disclosure under Section 87 of the Public Officers Law (the "Statute") provided that: (i) the Contractor shall timely inform an appropriate County official, in writing, that said records should not be disclosed; and (ii) said records shall be sufficiently identified and designation of said records as exempt under the statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the County's right to discovery in any pending or future litigation.

10. Claims For Payment All invoices or claims for which payment is sought from the County must be submitted in accordance with the following:

(a) each claim for payment must include

(1) an invoice detailing the claim,

(2) copies of all documentation supporting the claim,

(3) a properly completed County standard voucher, which includes

(i) the County contract number under which payment is being claimed, AND

(ii) the payee's Federal employer identification number or Federal social security number, or both such numbers when the payee has both such numbers. [Failure to include this number or numbers will prevent and preclude payment by the County;

except that where the payee does not have such number or numbers, the payee, on the invoice or County voucher, must give the reason or reasons why the payee does not have such number or numbers and such reasons constitute a valid excuse under law.]

(b) Unless otherwise provided in this agreement, each claim for payment must be submitted to the County no later than 30 days after the work, labor, materials, and/or services for which payment is claimed were rendered or furnished.

(c) Notwithstanding any other provision of this agreement, no claim for payment shall be valid, and the County shall not be liable for payment thereof, unless it is submitted to the County within 30 days of the close of the calendar year in which the work, labor, materials, and/or services for which payment is claimed were rendered or furnished.

(d) Unless otherwise provided in this agreement, the requirements of this paragraph 10, and/or of any other provisions of this agreement which supersede the same, shall constitute conditions precedent to the County’s payment obligation, and failure to comply with any or all of said requirements shall entitle the County to deny payment.

(e) As a further condition of payment, each claim of payment shall be accompanied by a Contractor and Sub-Contractor Progress Payment Waiver, Release and Discharge, and each Final Payment shall be accompanied by a Contractor and Sub-Contractor Final Payment, Waiver and Release form. As well as a Contractor Affidavit relative to Final Payment. Copies of these forms are attached and made a part hereof. (Please disregard if these forms do not pertain).

11. Consent In the event that State or Federal law requires the recipient of services to be furnished and rendered under this agreement to give his/her prior consent thereto, the contractor shall obtain such person's consent and furnish proof thereof to the County.

12. Executory Clause The County shall have no liability under this contract to the Contractor or to anyone else beyond the funds appropriated and available for this contract.

13. Public Work & Building Service Contract Requirements If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof:

(a) neither the Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department; and

(b) the Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law.

14. Public Work Contracts – Hazardous Substances If this is a contract for public work, the Contractor agrees as follows:

(a) the Contractor acknowledges that the County uses and/or produces various substances which may be classified as hazardous under OSHA’s Hazard Communication Standard;

(b) the Contractor recognizes the use of said substances by the County and acknowledges that the County has provided, or upon request will provide, the Contractor with a description of such substances which may be present in the area of the County’s facility/facilities to which the Contractor may have accessed during the performance of this contract;

(c) the Contractor acknowledges that the County has provided, or upon request will provide, suggestions for appropriate protective measures which should be observed when the Contractor is in the area of any such hazardous substances;

(d) the Contractor agrees to be solely responsible for providing training and information to its employees regarding any such hazardous substances, as well as of any protective measures suggested by the County;

(e) the Contractor agrees to be solely responsible to ensure that the Contractor’s employees observe protective measures during the performance of their duties in the performance of the contract, and that all such protective measures will be at least as stringent as those suggested or which would have been suggested by the County;

(f) in the event that the Contractor’s performance of the work under this contract requires the use of any hazardous substances, the Contractor shall notify the County in advance of bringing in and/or using such substances in or upon County property and suggest to the County appropriate measures to be observed by the County, its officers and employees, and/or the public; and

(g) in the event the Contractor fails in whole or in part to comply with the terms of this paragraph, the County shall have the right to interrupt the Contractor’s work and/or terminate this contract, and the Contractor shall be prohibited from renewing such work until all applicable safety and health procedures and practices are implemented by the Contractor.

15. Disputes Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration, but must, instead, be heard in the Essex County Supreme Court or any other court of competent jurisdiction within Essex County, New York.

16. Non-Assignment This agreement may not be assigned, subcontracted, transferred, conveyed, sublet or otherwise disposed of in whole or in part, by the Contractor, without the prior written consent of the County, and any attempts to assign the contract without the County's written consent are null and void.

17. No Collusion If this contract was awarded based upon the submission of bids, the Contractor warrants, under penalty of perjury, that:

(a) its bid was arrived at independently and without collusion aimed at restricting competition;

and

(b) at the time Contractor submitted its bid, an authorized and responsible person executed and delivered to the County a non-collusive bidding certification on Contractor's behalf.

18. International Boycott In accordance with Section 220-f of the Labor Law, if this contract exceeds $5,000.00, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation, has participated, is participating, or shall participate in an International boycott in violation of the federal Export Administration Act of 1979, or regulations thereunder. If such contractor, or any of the aforesaid affiliates of Contractor, is convicted, or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the contract's execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the County Manager within five (5) business days of such conviction, determination or disposition of appeal.

19. County’s Rights of Set-Off The County shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the County's option to withhold for the purposes of set-off any moneys due to the Contractor under this agreement up to any amounts due and owing to the County with regard to this contract, any other contract with any County department or agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the County for any other reason, including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The County shall exercise its set-off rights in accordance with normal County practices, including, in cases of set-off pursuant to an audit, the acceptance of such audit by the County Board of Supervisors or its designated representative.

20. Contractor Defined Whenever the term "Contractor" is used in this agreement, such term shall include and apply to all employees, all officers, directors and agents, if any, of the Contractor.

21. Amendment This agreement may not be amended, modified or renewed except by written agreement signed by the Contractor and the County.

22. Ownership Of Work Products All final and written or tangible work products completed by the Contractor shall belong to the County. In the event of premature discontinuance of performance, the Contractor agrees to deliver all existing products and data files to the County.

23. Executive Order Debarment/Suspension In the event that this contract involves the Contractor furnishing goods and services in excess of $100,000.00, or constitutes a subaward to subrecipients, under any Federal program, grant or other funding source, then by executing this agreement the Contractor certifies that neither it nor any of its principals are suspended or debarred within the scope or meaning of Executive Orders 12549 and 12689, any Federal or State regulation implementing or codifying the same, or any other Federal or State law, rule or regulation.

24. Health Insurance Portability and Accountability Act of 1996 (HIPAA) In the event that this contract involves the use or disclosure of protected health information within the meaning or application of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the regulations thereunder, the following provisions of this paragraph shall apply.

(a) Definitions. The terms used, but not otherwise defined, in this Agreement shall have the same meaning as given such terms in 45 CFR §160.103 and §164.501, as the same may be amended from time to time, including but not limited to the following.

(1) "Business Associate" shall mean the Contractor, its officers, employees, agents and subcontractors.

(2) "Covered Entity" shall mean Essex County (the “County”), its departments, agencies, officers and employees.

(3) "Individual" shall have the same meaning as given such term in 45 CFR §164.501 and shall also include a person who qualifies as a personal representative in accordance with 45 CFR §164.502(g).

(4) "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, subparts A and E.

(5) "Protected Health Information" shall have the same meaning as given such term in 45 CFR §164.501, limited to the information created or received by Contractor from or on behalf of the County.

(6) "Required by law" shall have the same meaning as given such term in 45 CFR §164.501.

(7) "Secretary" shall mean the Secretary of the Department of Health and Human Services or his/her designee.

(b) Obligations and Activities of Contractor.

Contractor agrees to:

(1) not use or disclose Protected Health Information other than as permitted or required by this Agreement or as required by law;

(2) use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Agreement;

(3) mitigate, to the extent practicable, any harmful effect that is known, should have been known, and/or discovered to/by Contractor of a use or disclosure of Protected Health Information by Contractor in violation of the requirements of this Agreement;

(4) report to the County any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware;

(5) ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Contractor on behalf of the County agrees to the same restrictions and conditions that apply through this Agreement to Contractor with respect to such information;

(6) provide access, at the request of the County, and in the time and manner designated by the County or the Secretary, to Protected Health Information in a Designated Record Set, to the County or, as directed by the County, to an Individual in order to meet the requirements under 45 CFR §164.524;

(7) make any amendment(s) to Protected Health Information in a Designated Record Set that the County directs or agrees to pursuant to 45 CFR §164.526 at the request of the County or an Individual, and in the time and manner designated by the County or the Secretary;

(8) make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Contractor on behalf of, the County available to the County, and/or to the Secretary, in a time and manner designated by the County or by the Secretary, for purposes of the Secretary determining the County's compliance with the Privacy Rule;

(9) document such disclosures of Protected Health Information and information related to such disclosures as would be required for the County to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR §164.528;

(10) provide to the County or an Individual, in time and manner designated by the County or the Secretary, information collected in accordance with the above subparagraph (b)(9) of this Agreement, to permit the County to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR §164.528.

(c) Permitted Uses and Disclosures by Contractor.

Except as otherwise limited in this Agreement, Contractor may use or disclose Protected Health Information on behalf of, or to provide services to, the persons entitled to services under this Agreement:

(1) solely for the purposes of performing Contractor’s obligations under this Agreement, if such use or disclosure of Protected Health Information would not violate the Privacy Rule if done by the County or the minimum necessary policies and procedures of the County; or

(2) provided that such use or disclosures are required by law; or

(3) Contractor

(A) obtains written authorization(s) from the individual to which the information pertains permitting the specific uses or disclosures of such information to third persons,

(B) represents and agrees in writing with such individual that the information to be used and/or disclosed will remain confidential and used or further disclosed only as required by law or for the purposes specified in the written authorization(s), and

(C) such third persons agree in writing to notify the County as soon as practicable and in writing of any instances of which such third person(s) is/are aware in which the confidentiality of the information has been breached; or

(4) provide Data Aggregation services to the County as permitted by 42 CFR §164.504(e)(2)(i)(B); or

(5) report violations of law to appropriate Federal and State authorities, consistent with §164.502(j)(1).

(d) County To Inform Contractor of Privacy Practices and Restrictions.

The County agrees to notify the Contractor of any

(1) limitation(s) in its notice of privacy practices of the County in accordance with 45 CFR §164.520, to the extent that such limitation may affect the Contractor's use or disclosure of Protected Health Information;

(2) changes in, or revocation of, permission by Individual to use or disclose Protected Health Information, to the extent that such changes may affect the Contractor's use or disclosure of Protected Health Information; and/or

(3) restriction to the use or disclosure of Protected Health Information that the County has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect Contractor's use or disclosure of Protected Health Information.

(e) Permissible Requests by County.

The County shall not request Contractor to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by the County; except that in the event that the services to be furnished by the Contractor under this Agreement requires data aggregation by the Contractor, the Contractor may use or disclose protected health information for such data aggregation or management and administrative activities of Contractor.

(f) Survival of Provisions.

The obligations of the Contractor under this paragraph 24 shall survive the expiration of the term of this Agreement and/or the termination of this Agreement, and said obligations shall remain effective and shall not terminate until all of the Protected Health Information provided by the County to Contractor, or created or received by Contractor on behalf of the County, is destroyed or returned to the County, or, if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with the termination provisions in subparagraph (g) below.

(g) Return or Destruction of Protected Health Information.

Except as otherwise provided below, upon termination of this Agreement for any reason, Contractor shall return or destroy all Protected Health Information received from the County, or created or received by Contractor on behalf of the County. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Contractor. Contractor shall retain no copies of the Protected Health Information.

In the event that Contractor determines that returning or destroying the Protected Health Information is infeasible, Contractor shall provide to the County notification of the conditions that make return or destruction infeasible. Upon determination by the County that return or destruction of Protected Health Information is infeasible, Contractor shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Contractor maintains such Protected Health Information.

(h) Termination for Cause.

Upon the County's knowledge of a material breach of this paragraph by Contractor, the County shall:

(1) either:

(A) provide an opportunity for Contractor to cure the breach or end the violation and terminate this Agreement within the time specified by the County, or

(B) immediately terminate this Agreement if cure is not possible; and

(2) report the violation to the Secretary.

(I) Miscellaneous.

(1) Regulatory References. A reference in this Agreement to a section in the Privacy Rule means the section as in effect or as amended.

(2) Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for the County to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191.

(3) Survival. The respective rights and obligations of Contractor under this paragraph 24 of this Agreement shall survive the termination of this Agreement.

(4) Interpretation. Any ambiguity in this Agreement shall be resolved to permit the County to comply with the Privacy Rule.

25. Severability If any term or provision of this agreement or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this agreement or the application of such term or provision…