RFP_Hazard_Mitigation_Plan_Update_Consultation_Services_FINAL.pdf

REQUEST FOR PROPOSALS

Hazard Mitigation Plan Update Consultation

Services RFP No. 26-ERC-011

Contact Person: Courtney Metcalf

Position Title: Deputy Director

County Department: Emergency Response & Communications

Contact Email: cmetcalf@cortlandcountyny.gov

Description of Project/Work to be Performed:

Cortland County is requesting proposals from qualified consulting firms to provide professional services for the update of the Cortland County Multi- Jurisdictional Hazard Mitigation Plan (HMP). The selected consultant shall complete all planning activities necessary to produce a FEMA and New York State Division of Homeland Security and Emergency Services (DHSES) approvable Hazard Mitigation Plan in accordance with 44 CFR Part 201 and current New York mailto:cmetcalf@cortlandcountyny.gov

State mitigation planning standards. The project timeline for completion is nine (9) months from contract execution.

The County intends to utilize the MitigateNY planning framework developed by the New York State Division of Homeland Security and Emergency Services to streamline and enhance the planning process.

The updated plan must:

• Meet all FEMA and NYS DHSES requirements;

• Be approvable under 44 CFR Part 201;

• Include all required planning documentation and outreach;

• Support participation and adoption by all municipalities;

• Include updated risk assessments, mitigation strategies, capability assessments, and implementation procedures.

See attached for additional information and details.

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: July 14, 2026. If questions or clarifications are submitted via email, please request a read receipt confirmation in the email.

Please submit, enclosed in a sealed envelope marked “Request for Proposals - Hazard Mitigation Plan Update Consultation Services (RFP 26-ERC-011)”, and mailed or otherwise delivered, one (1) original and one (1) electronic copy on flash drive or compact disc of proposal to Cortland County Legislature, Attn: Savannah Hempstead, Clerk of the Legislature, 60 Central Avenue, Suite 306, Cortland, NY 13045 no later than:

Time: 2:30 PM

Day: Tuesday

Date: July 21, 2026

All bids received will be publicly opened at 2:30 p.m., July 21, 2026 in Room 306 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 August 27, 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. Exhibit E must only be completed if applicable.

Piggybacking allowed for proposal: No

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).

_____ Q. Exhibit F: Qualification Questionnaire.

_____ . Any other information you feel is appropriate to assist in the selection process.

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 __________________

DRAFTEREFOREEREFORE

same as an exhibit and cite said exhisame as an exhibit and cite said s and/or supply goods ly goo beginning

FINAL PAYMENTFINAL PAYMENT

at the Contract has been fully pat the Contract has been med, the CONTRACTOR shall filmed, the CONTRACTOR shall

ONTRACTOR $RACTOR $ within its n within its n

ONTRACTOR’S INSURANCEONTRACTOR’S INSURA

CONTRACTOR shall not commCONTRACTOR shall not comm d under this paragraph and under this paragraph ce coverage and ace coverage and ive Genive Gen

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;

DRAFTf this agf this agreement, certifreem derwriter, evidencing such insuderwriter, evidencing assume to includeassum its officers, emofficers f insurance shall name specificallf insurance shall name specificall additional insured.onal insured. In addition, th the COUNTY is actually insuredthe COUNTY is actu contain clauses to the effect thatcontain clauses to the effect that:

be primary without right of contribe primary without right o

UNTY with respect to its interestsUNTY with respect to its interes be cancelled, including, without lcelled, including, without l d, without 30 days prior writted, without 30 days artment and the office of the Couartment and the office of the C nd the COUNTY shall have thend the COUNTY shall have the ct and charge the cost bacct and charge the cost commecomme

(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.

DRAFTd by the CONTRd by th any action or claim assany action or der this agreement, regardless der this agreement, re which may be to the contrary.which may be to the contrary.

TY as soon as possible and not laon as poss d written report must be submitd written report must b days after the date of such accidenafter the date of such accid

NS OF CONTRACTORNS OF CONTRACTO

and warrants:and warrants:

s financially solventfinancially solvent, that he/she/i, that he/she/ experienced in and competent to pced in and competent to p

/she/it h/she/it has not been convicted of as not been con at he/she/it has not been disqualifat he/she/it has not been disqual e State of New York and thate State of New York an her government, her government, fficer or emplfficer or empl

CTOCTO

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

DRAFTement shall end on thement shall ses incurred prior to the date of terses incurred prior to the date of ter y the COUNTY and the parties doy the COUNTY and t been reduced to the amount auten reduced to the amount the COUNTY to the CONTRACTNTY to the CONTRACT

HT TO STOP WORK OR TERHT TO STOP WORK O

ave the right to stop work or termave the right to stop work or term

RACTOR is adjudged bankrupt or OR is adjudged bankrupt or ver or liquidator is appointed for ther or liquidator is app dismissed within twenty (20) dadismissed within twenty (20 herewith are not stayed on appeaherewith are not stayed on appea

CONTRACTOR refusesCONTRACTOR refu

NTRACTOR faiNTRACTOR fai

ACTORACTOR

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

DRAFT

y unexy une after the termination dafter the term n, a full report of receipts and exn, a full report of rece endant to CONTRACTOR’S perfendant to CONTRACTOR’S to the COUNTY of all equipme COUNTY

CTOR through or provided under CTOR through or prov rning the disposition thereof. ing the disposition thereof.

s agreement for cause, the COUNs agreement for cause, the COUN ate, services similar to those so teate, services similar to tho vices herein will be charged to vices herein will be charged to tht

NTRACTOR defaults, the COUNNTRACTOR defaults, the CO

Terminate this agreement;Terminate this agreement; and/oror over counsel fees and all over counsel fees and eplacement eplacement goodgood nses;nses; an an

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.

DRAFTt and for the period limited by t and for the period l bby y the Contractor have been provthe Contractor have been the CONTRACTOR’S records anthe CONTRACTOR’S records an ments relating to the performancerelating to th ed by this paragraph for seven ed by this paragraph occurs. ccurs.

NTRACTORNTRA

all its ofall its officers, employees and ficers, employeff partments or units, is that of an ipartments or units, is that of an t they will not conduct themselvewill not conduct themselve of the COUNTY by reason heof the COUNTY by for any right or privilege applicafor any right or privilege app

WorkerWork s’ Compensation coversation cover dental benefits, or retidental benefits, or be solely respo be solely resp e charge charg

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)

DRAFT

R shaR sh dispute or claimdispute e giving rise to the dispe giving rise ted must be fully supported bted must be fully su and in addition to any other remand in addition to an this Agreement shall not constitus Agreement shall not cons rovision of the Agreement. of the Agreement.

d to in this agreement shall be in wd to in this agreement shall ective addresses set forth below ctive addresses set forth below

ACTOR:ACTO Business Name: Business Name Physical Addrhysical Addr

Mailing Adilin Contact Contac Telep Telep

E-E-

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;

DRAFT

ess thess t arties. No modification of any prarties. No modification of an his Agreement to the CONTRACAgreement to the CONTR greement.

TENTION AND AUDITTENTION AND AUDIT

tate of New York, and the Unitedtate of New York, and the Unite nd for the period limited by the apthe period limited by the ap dditionally, the CONTRACTOR sdditionally, the CONT mply with any demands made bmply with any demands mad ayment of monies hereunder durayment of monies hereunder dur ntain its books and recorntain its books and re thod of accounthod of accoun

(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 icare reimbursicare r providedprovided under thi ment of Health and Human Serment of Health and H eeeementmen and all books, documen, docu ose services. If the CONTRACose services. If the CONTRAC

$10,000.00 or more over a 1200.00 or more -mo access clause to permit access byto perm organization’s books and recordsganization’s books and reco

WW

he laws of the State of New Yorkhe laws of the State of Ne nt jurisdiction having venue in Cont jurisdiction having venue in C

PRIVACY AND SECURITYPRIVACY AND SECURI

D SERVICES WHICH RELATD SERVICES WHICH RELAT

is clause is to set forth this clause is to set fort

45 CFR Part 1645 CFR Part 1 onditionondition

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 ned, a Notary Public in ned, a Notary e or proved to me on the basis oe or proved to me on within instrumewithin nt and acknowleacknow her signature on the instrument, ter signature on the instrument, t uted the instrumentinstrument.

CONTRACTORNTRACT : __

_ BY: BY:

PP

menment t

W YORKW YOR ) K

_____________ ) ss.:.:

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 process. 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 that 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: ____________________________________________________________

Position: __________________________________________________________

Please describe below any relationships, transactions, positions you hold (volunteer or otherwise), or circumstances that you believe could contribute to a conflict of interest:

______ I have no conflict of interest to report.

______ I have the following conflict of interest to report (please specify other nonprofit and for-profit boards you (and your spouse) sit on, any for-profit businesses for which you or an immediate family member are an officer or director, or a majority shareholder, and the name of your employer and any businesses you or a family member own):

1. ________________________________________________________________

2. ________________________________________________________________

3. ________________________________________________________________

I hereby certify that the information set forth above is true and complete to the best of my knowledge.

Signature: ______________________________________________

Company: _____________________________________________

Date: _________________________________________________

EXHIBIT E

PRIVACY AND SECURITY (HIPAA)

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.

(A) CONTRACTOR understands the importance of the privacy of a patient’s PHI, and agrees to protect that right to the extent necessary under this Agreement and under current federal, state, and local regulations and laws. All PHI will be handled in a private and/or confidential manner. For purposes of this Agreement, PHI is any data or other information as defined by the Department of Health and Human Services in the Code of Federal Regulations, 45 CFR

§164.501.

(B) Further, CONTRACTOR understands that County’s patients are intended third-party beneficiaries of this Agreement, and have all the rights and privileges of any third-party beneficiary under current law.

(C) Uses and disclosures of PHI that are permitted are those necessary in order for

CONTRACTOR to:

1. Properly manage and administer its functions.

2. Meet its legal responsibilities.

3. Provide data aggregation services relating to the health care operations of the COUNTY.

4. Make those disclosures required by law such as in situations of abuse, neglect, or domestic violence. The uses and disclosures permitted are limited to the PHI necessary to meet the requirements of the law that compels the use or disclosure.

5. Make disclosures in response to a judicial or administrative proceeding through a lawful process such as a subpoena or discovery request.

(D) The uses and disclosures of PHI that are required are those disclosures necessary:

1. For patients to review their PHI.

2. To provide an accounting of disclosures in accordance with 45 CFR §164.528.

3. To allow the Secretary of Health and Human Services to determine County’s compliance with 45 CFR §164.504.

(E) CONTRACTOR shall make the following assurances to COUNTY:

1. CONTRACTOR agrees that it shall not use or disclose any patient’s PHI for any purpose not expressly stated in this Agreement. Further, CONTRACTOR shall not use or disclose

PHI in any manner or context prohibited by the Health Insurance Portability and

Accountability Act of 1996 (“HIPAA”) and subsequent federal, state, and local regulations. If CONTRACTOR does use or disclose PHI for a purpose not expressly stated in this Agreement, it shall immediately cease the unauthorized use or disclosure, and shall notify COUNTY in writing of such use or disclosure. CONTRACTOR agrees to mitigate, to the extent practicable, any harmful effect known to it of a use or disclosure of PHI not allowed under this Agreement.

2. CONTRACTOR further agrees that any sub-contractors or other persons or entities not directly employed by CONTRACTOR who use or disclose PHI obtained from

COUNTY, shall abide by terms of this clause of this Agreement. Any sub-contractor or other person or entity not directly employed by CONTRACTOR that has used or disclosed PHI without proper authorization (as defined in HIPAA and subsequent federal, state, and local regulations) shall be considered to have acted as an agent of

CONTRACTOR, and have violated the terms of this Agreement. COUNTY may consider this use or disclosure a material breach of this Agreement.

3. By signing this Agreement, CONTRACTOR is assuring COUNTY it has met the minimum safeguards necessary to protect unauthorized use or disclosure of PHI to any person or entity not party to this Agreement. Such safeguards shall include the security safeguards outlined by the 1996 Health Insurance Portability and Accountability Act and subsequent federal regulation, including: physical access to PHI, technical access to PHI, and administrative policies and procedures addressing security of PHI.

4. Provider shall report to COUNTY any instance or circumstance in which PHI has been used or disclosed by an unauthorized person or entity, including accidental disclosure by

CONTRACTOR. CONTRACTOR shall notify COUNTY in writing of any steps or procedural changes made to address the unauthorized use or disclosure.

5. Should COUNTY find PHI used or disclosed to CONTRACTOR to be inaccurate or incomplete, CONTRACTOR shall incorporate any amendments or corrections to the PHI at COUNTY’s request.

6. CONTRACTOR will make PHI available to the individual who is the subject of the PHI for amendment. Such requests by the individual for their PHI from CONTRACTOR will be made through County. CONTRACTOR will incorporate any amendments to PHI that have been made by COUNTY by virtue of the individual’s request for amendment.

7. CONTRACTOR will provide a timely accounting to the individual or to COUNTY, if requested by either, of the disclosures of an individual’s PHI.

8. Should CONTRACTOR make any material alterations to the PHI while the PHI is in its possession, CONTRACTOR shall notify COUNTY of such alterations so that COUNTY may inform the patient who is the subject of the PHI.

9. At the termination of this Agreement, CONTRACTOR shall return or destroy to the satisfaction of COUNTY any PHI held or maintained by CONTRACTOR and retain no copies of such information. If COUNTY and CONTRACTOR mutually agree that returning or destroying the PHI is not feasible or permitted under law, the PHI will remain protected after this agreement ends for as long as CONTRACTOR maintains the information. Further uses or disclosures of the PHI will be limited to those purposes that make the return or destruction infeasible.

(F) If COUNTY determines CONTRACTOR has violated any of the above assurances, covenants or terms, the CONTRACTOR has committed a material breach of this Agreement.

COUNTY may then provide CONTRACTOR with an opportunity to cure the breach or may terminate this Agreement and may report the violations to the Department of Health and

Human Services (“HHS”) or other federal or state entity for possible prosecution or sanctions.

(G) Both parties to this agreement agree that they will protect the integrity and confidentiality of any PHI being shared electronically.

(H) CONTRACTOR hereby gives COUNTY and the Department of Health and Human Services

(or an agent acting on behalf of HHS) the express right to inspect any and all internal practices, books, and records relating to the use or disclosure of PHI by CONTRACTOR. If

HHS suspects an unauthorized use or disclosure of PHI by CONTRACTOR, HHS is authorized to pursue an investigation into CONTRACTOR’s activities for the purposes of determining whether an unauthorized use or disclosure of PHI has taken place.

(I) CONTRACTOR may have policies and procedures relating to privacy and security in place prior to the commencement of this Agreement. If, after reasonable investigation, COUNTY concludes CONTRACTOR’s policies and procedures to be “adequate” protection of a patient’s privacy rights relating to PHI, CONTRATOR may elect to continue to use its own policies and procedures. The term “adequate” in this clause means CONTRACTOR’s policies and procedures meet the minimum privacy and security standards as set forth in

COUNTY’s privacy and security policies and procedures.

(J) COUNTY, through the appropriate Department will:

1. provide CONTRACTOR with its Privacy Notice;

2. provide CONTRACTOR with any changes in, or revocation of, permission by a patient to use or disclose PHI, if such changes affect CONTRACTOR’s permitted or required uses or disclosures; and

3. notify CONTRACTOR of any restriction to the use or disclosure of PHI to which the

COUNTY has agreed.

(K) Implement administrative, physical, and technical safeguards that reasonably and appropriately…