RFP Town of Schroon Municipal Golf Course and Restaurant 101326 FINAL.pdf

REQUEST FOR PROPOSALS

NOTICE IS HEREBY GIVEN, that the undersigned, on behalf of the Town of Schroon Town Clerk, will accept sealed proposals at the Town of Schroon Town Hall in the Town Clerks Office at 15 Leland Ave Schroon Lake NY 12870 until 12:00PM on December 23rd, 2026 for the Town of Schroon 9 Hole Municipal Golf Course & Restaurant Club House Operations and Management.

The proposals shall be opened and read aloud on December 23rd 2026 at 1:00PM at the Town Hall, 15 Leland Ave, Schroon Lake NY 12870. Proposals received after December 23rd at 12:00PM will not be considered. Proposals are available at https://www.co.essex.ny.us/bidders/publicbids.aspx.

All Proposals submitted in response to this notice shall be marked “GOLF COURSE PROPOSAL” clearly on the outside of the envelope. In the event that the Town of Schroon office is closed the day of the proposal opening due to unforeseen circumstances, the proposals(s) will be opened December 30th, 2026 at 1:00PM.

The Town of Schroon 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 woman- owned business enterprise will be afforded equal opportunity to submit proposals in response hereto.

Dated: October 13th, 2026

Erica Hedden

Town Clerk

Town of Schroon

15 Leland Ave.

P.O. Box 578

Schroon Lake, NY 12870 https://www.co.essex.ny.us/bidders/publicbids.aspx

Town of Schroon, NY

Request for Proposal

9-Hole Municipal Golf Course & Restaurant Club House Operations and Management

36 Club House Dr, Schroon Lake, NY, United States, 12870

1. Overview

• Objective: The Town of Schroon seeks a qualified management company to lease, operate, manage, maintain and improve its municipal 9-hole golf course. The Town believes that the Town of Schroon Municipal Golf Course is a unique but underused public, recreational asset that has untapped potential when fully managed by a professional, industry experienced, creative and community-oriented management company that is willing to invest in the future and share the reward.

• Lease Term: Consistent with the objective to encourage the necessary investment to maintain, enhance and optimize this incredible Town recreational asset, the Town intends to award a minimum five (5) to (10) year initial lease term (proposed at Proposer’s discretion) to the selected Management Company. The term shall be subject to the Management Company meeting all annual financial and performance metrics (to be mutually agreed upon). The management company shall also have the exclusive right to negotiate two (2) subsequent five (5) year renewal options.

• Financial Baseline: The course currently generates approximately $145,000 (greens fees, carts, merchandise) in gross revenue per year. The course operates at about a $20,000 loss per year. The Town does not operate a club house, concession or restaurant/bar although a club house is on property. Proposers should detail a comprehensive plan intended to optimize the entire facility’s usage, capabilities and growth potential.

• Financial Proposal Structure: The Town requests a Triple-Net (NNN) Lease model designed to protect public funds while offering an equitable, shared risk-reward upside incentive for the management company. Proposers must submit a financial structure that meets the following criteria:

• Guaranteed Minimum Base Rent: Proposers must state a fixed, annual dollar amount to be paid to the Town as a baseline rent floor. This base rent is guaranteed and payable to the Town regardless of the course's annual operating performance.

• Triple-Net (NNN) Operational Liability: The selected management company shall assume 100% responsibility for all facility operating costs, utilities, routine maintenance, staffing, and insurance. The Town shall bear zero exposure to day-to-day operational losses.

• Tiered Revenue Sharing: To foster a shared risk-reward partnership, Proposers must include a percentage-of-gross-revenue sharing model that is auditable and triggers once baseline performance thresholds are crossed and timelines are met. Proposers should detail how their proposed capital investments will scale this revenue-share upside for both parties.

https://www.bing.com/maps/default.aspx?v=2&pc=FACEBK&mid=8100&where1=36%20Club%20House%20Dr%2C%20Schroon%20Lake%2C%20NY%2C%20United%20States%2C%2012870&FORM=FBKPL1&mkt=en-US&fbclid=IwcGRvZgFleHRuA2FlbQIxMABicmlkETFWS0sxUlR5aDNXTlo5bUhYc3J0YwZhcHBfaWQQMjIyMDM5MTc4ODIwMDg5MgABHhmZNj0TcaVbP7IFMY9beHy2qjn6r_rhHP-ruuz-2If7wEROaYB2BH5hpvGD_aem_809AMJXw-xs00tZ7XvWjaA

• For additional information, current rates, fee structures and operating hours please visit https://townofschroonny.gov/golf-course/ and https://www.facebook.com/SchroonLakeGolfCourse/

2. Scope of Services

The selected management company will handle daily business functions as well as provide a Capital Improvement Plan to enhance the facility, consistent with the objectives of this

RFP:

• Course Maintenance: Must maintain greens, fairways, bunkers, and irrigation systems to high agronomic standards.

• Clubhouse & Pro Shop: Must manage tee times, tournament scheduling, retail sales, and guest check-in. Provide and maintain online reservation system.

• Food and Beverage Operations: Management company must operate an on-site food and beverage services. The selected management company will be required to obtain and maintain all necessary vendor permits and business licenses required by local and state laws, including health department permits and State Liquor Authority licensing and any additional insurance.

• Community and Business Discounts and partnerships: The Town values maximizing accessibility for all the community, its residents, visitors and businesses.

Town prefers that Proposer includes discount structures based on reasonable market competitive rates for annual or local members, students, senior citizens and US Armed Forces and Veteran golfers. In addition, the town encourages the management company to offer mutually beneficial offerings made available to Town of Schroon hotels, resorts and other applicable businesses that express interest in such partnerships.

• In doing so, the management company must also ensure reasonable balance to public access, maintain traditional hours of operation and ensure the course is not overly restricted by private tournaments or corporate block-bookings during peak weekend hours.

• Staffing: Management company must hire, train, and supervise all personnel, ensuring compliance with labor laws.

• Advertising and Marketing: In addition to online reservation system requested, proposer must provide and maintain an attractive web and active, online social media presence to attract golfers in a way that markets an attractive, positive image of the Town’s golf course and community.

• Capital Improvement Plan (CIP). Proposers must include and execute a detailed CIP which outlines investment commitments over the first 36 months of the contract and provide proof of capital for such investments. Using the proposer’s expertise and experience, the CIP must specifically identify, prioritize, address and fund improvements. Examples may include but not limited to:

• Clubhouse, pro shop, or food and beverage venue upgrades to maximize multi-use revenue, convenience and overall golfer experience.

https://townofschroonny.gov/golf-course/ https://www.facebook.com/SchroonLakeGolfCourse/

• Irrigation infrastructure optimization and water conservation.

• Turf, greens, tees (potential for alternate tee boxes) and bunker restoration to elevate playing conditions.

• OPTIONAL Proposal: Proposers are encouraged to offer a plan to manage and operate the on-property winter “rope tow” ski and sledding hill. This facility is also a unique public asset which has been dormant for several years. The Town would like to see this recreational asset reinvigorated for the benefit of our local and visiting youth.

While inspected in 2025, the tow shed requires rebuilding. Weather permitting, the minimum winter hours of operation are expected to be 4pm to 8pm Fridays, 10 am – 7 pm on Saturdays and noon – 4pm on Sundays as well as reasonable timeframes during winter holidays and vacations. Reasonable adjustments to operating hours upon mutual agreement. Please provide proposed rates for usage and include all required insurance.

• A Snowmobile club maintained snowmobile mobile trail also runs through the property which may offer opportunity for year round options.

3. Maintenance Responsibilities & Capital Repairs

• 'As-Is' Acceptance: The selected management company agrees to accept all existing Town-owned maintenance equipment, pro shop fixtures, and kitchen appliances (as itemized in Appendix A) in their current 'As-Is, Where-Is' condition as of the commencement date of the lease. The Town makes no warranties, express or implied, regarding the mechanical or operational fitness of the existing inventory.

• Sole Maintenance Liability: The management company shall assume 100% sole financial and operational responsibility for the routine maintenance, servicing, and emergency repair of all transferred equipment. The Town shall have no liability for any equipment repair costs or operational downtime.

• Replacement Obligation: If any piece of transferred equipment becomes obsolete, irreparably damaged, or reaches the end of its useful life during the term of this lease, the Operator shall be responsible for replacing it at their sole cost. Any replacement equipment purchased by the Operator to replace vital course operations (such as mowers or aeration equipment) shall remain on-site and revert to Town ownership upon the expiration or termination of the contract, ensuring no degradation of the facility's baseline operational capacity.

• Golf Cart Fleet: The current fleet of 20 golf carts are leased. 2026 was the first year of a current 5-year lease at a cost of $16,200 per year. Term is May 1, 2026 – December 30, 2030. A copy of lease is available upon request. Town assumes that the successful management company will assume this lease or terminate / renegotiate in order to provide creative alternatives.

4. Indemnification and Insurance Requirements

The selected management company shall maintain, at its own expense, the following minimum insurance coverage throughout the life of the contract. The Town of Schroon must be listed as an Additionally Insured on all policies:

• Commercial General Liability: $1,000,000 per occurrence / $3,000,000 general aggregate.

• Umbrella Liability: $1,000,000 minimum limit.

• Workers' Compensation: Statutory limits as required by state law.

• Other insurances required by Club House and restaurant operations

5. Submission & Evaluation Criteria

The Town will evaluate all qualifying proposals based on a 100-point matrix according to the following capabilities:

Proposal Format:

1. Cover Letter

2. Background and Relevant Experience

3. Approach

4. Financial Proposal, CIP, Lease Terms and financial capacity of bidder

5. References

Evaluation Criteria:

• 50% Financial Proposal: Evaluation of the proposed lease fees, fee structures, revenue-sharing models, capital fund contributions and the financial sustainability of the operational model.

• 30% Approach: Evaluation of operations and management plan, marketing approach, proposed CIP, maintenance and repair/replacement plan, customer service standards, community focus

• 30% Experience: Evaluation of the firm's track record with similar facilities and contract structures.

• 10% References: Provide up to 3 references of similarly structured lease management contracts, with preference given to private or public municipal golf facilities.

6. Anticipated Timeline

To allow respondents adequate time for site visits, due diligence, and to prepare creative and high quality responses, the Town has established a 72-day open period for this solicitation.

• RFP Issuance Date: October 13, 2026

• Deadline for Question Submission: October 30, 2026, 4pm EST. Questions to be submitted by email to Erica Hedden, townclerk@townofschroonny.gov mailto:townclerk@townofschroonny.gov

• Question Answers and Mandatory Site Tour: Week of Nov 2-6, 2026. Please contact Erica Hedden, townclerk@townofschroonny.gov or 518-532-7737 ext. 2 to schedule visit.

• Proposal Submission Deadline and Bid Opening: Wednesday December 23,2026 by noon EDT, email to Erica Hedden, townclerk@townofschroonny.gov

• Anticipated Contract Award and Begin Contract Negotiation February 1, 2027

• Anticipated Contract Start Date: March 1, 2027

7. Contact Town Clerk, Erica Hedden for all RFP procurement related questions. Erica Hedden, townclerk@townofschroonny.gov or 518-532-7737 ext. 2

Appendix A: Current Course Inventory

Bidders should evaluate the current age and condition of the Town-owned equipment below when formulating their operational and capital equipment proposals.

Equipment Category Item Description

Golf Carts 20 Gas Golf Carts leased

Turf Mowers Jacobsen SLF530 FWY 2020 (leased, Q=1)) Good condition

Jacobsen Greens King N Tri 2018, (Q=1, Good condition)

Misc

Ventrac 4200 VXD - 2014 (Q=1, fair condition, 2700 hours)

Yamaha Work Cart – 2018 (Q=1, good condition)

John Deer Gator – 2021 (Q=1, good condition)

Toro Push mower (Q=2, good condition)

Stihl Weedwhacker (Q=2, good condition)

Stihl Pack Blower (Q=1, good condition)

Toro Flex 21 – 2009 (Q=1, fair condition)

Toro Flex 21 – 2012 (Q=1, good condition)

Ryan Sod Cutter (Q=1, “Old” but fair condition)

Jacobsen Aero King SLH Seder (Q=1, fair condition)

Clubhouse/Kitchen

Sign in area, popular outdoor covered deck and sitting area overlooking 9th green, Residential Kitchen, counter area. Men and Women’s bathrooms/showers and lockers. Electric Heat with some insulation, potential for fully winterized.

INSTRUCTIONS TO PROPOSERS

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

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 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.

A Contract awarded pursuant to this notice shall be subject to the provisions of Sections 103-1, 103-b, 103-d and 103-g of the General Municipal Law.

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 Bid:

1) Vendor Responsibility Questionnaire

2) Certification of Compliance with Iran Divestment Act

3) Non-Collusive Bidding Certification

TOWN OF SCHROON COUNTY

VENDOR RESPONSIBILITY QUESTIONNAIRE

1. VENDOR IS:

PRIME CONTRACTOR

2. VENDOR'S LEGAL BUSINESS NAME 3. IDENTIFICATION NUMBERS

A) FEIN#

B) DUNS#

4. D/8/A- Doing Business As (if applicable) & COUNTY FIELD 5. WEBSITE ADDRESS (if applicable)

6. ADDRESS OF PRIMARY PLACE OF BUSINESS/EXECUTIVE OFFICE 7. TELEPHONE 8. FAX NUMBER

NUMBER

9. ADDRESS OF PRIMARY PLACE OF BUSINESS/EXECUTIVE OFFICE 10. TELEPHONE 11. FAX NUMBER IN NEW YORK STA TE, if different from above NUMBER

12. AUTHORIZED CONTACT FOR THIS QUESTIONNAIRE

Name

Title

Telephone Number

Fax Number

Email

13. LIST ALL OF THE VENDOR'S PRINCIPAL OWNERS

A) NAME TITLE B) NAME TITLE

C) NAME TITLE D) NAME TITLE

A DETAILED EXPLANATION IS REQUIRED FOR EACH QUESTION ANSWERED WITH A "YES," AND MUST BE PROVIDED AS AN ATTACHMENT TO THE COMPLETED QUESTIONNAIRE. YOU MUST PROVIDE ADEQUATE DETAILS OR DOCUMENTS TO AID THE COUNTY IN MAKE A DETERMINATION OF VENDOR RESPONSIBILITY. PLEASE NUMBER EACH RESPONSE TO MATCH THE QUESTION

NUMBER.

14. DOES THE VENDOR USE, OR HAS IT USED IN THE PAST FIVE (5) YEARS, ANY OTHER BUSINESS NAME, FEIN, or D/B/A OTHER THAN THOSE LISTED IN ITEMS 2-4 ABOVE? List all other business name(s), YES

NO

Federal Employer Identification Number(s) or any DIB/A names and the dates that these names or numbers were/are in use. Explain the relationship to the vendor

YES

NO

YES

NO

15. ARE THERE ANY INDIVIDUALS NOW SERVING IN A MANAGERIAL OR CONSUL TING CAPACITY TO THE VENDOR, INCLUDING PRINCIPAL OWNERS AND OFFICERS, WHO NOW SERVE OR IN THE PAST

ONE (1) YEARS HAVE SERVED AS:

a) An elected or appointed public official or officer?

List each individual's name, business title, the name of the organization and position elected or appointed to, and dates of service

b) An officer of any political party organization in Town of Schroon, whether paid or unpaid?

List each individuals name, business title or consulting capacity and the official political position held with applicable service dates.

20. IS THE VENDOR CURRENTLY INSOLVENT, OR DOES VENDOR CURRENTLY HAVE REASON TO

BELIEVE THAT AN INVOLUNTARY BANKRUPTCY PROCEEDING MAY BE BROUGHT AGAINST IT?

Provide financial information to support the vendor's current position, for example, Current Ration, Debt Ration, Age of Accounts Payable, Cash Flow and any documents that will provide the agency with an understanding of the vendor's situation.

21. IN THE PAST FIVE (5) YEARS, HAS THE VENDOR OR ANY AFFILIATES:

a) defaulted or been terminated on, or had its surety called upon to complete, any contract (public or private) awarded;

Indicate if this is applicable to the submitting vendor or affiliate. Detail the situation(s) that gave rise to the negative action, any corrective action taken by the vendor and the name of the contracting agency.

YES NO

YES NO

1 "Affiliate" meaning: (a) any entity in which the vendor owns more than 50% of the voting stock; (b) any individual, entity or group of principal owners or officers who own more than 50% of the voting stock of the vendor; or (c) any entity whose voting stock is more than 50% owned by the same individual, entity or group described in clause (b). In addition, if a vendor owns less than 50% of the voting stock of another entity, but directs or has the right to direct such entity's daily operations, that entity will be an "affiliate" for purposes of this questionnaire.

CERTIFICATION OF COMPLIANCE WITH THE IRAN DIVESTMENT ACT

As a result of the Iran Divestment Act of 2012 (the “Act”), Chapter 1 of the 2012 Laws of New York, a new provision has been added to State Finance Law (SFL) § 165a and New York General Municipal Law § 103 -g, both effective April 12, 2012. Under the Act, the Commissioner of the Office of General Services (OGS) will be developing a list of “persons” who are engaged in“investment activities in Iran” (both are defined terms in the law) (the “Prohibited Entities List”).

Pursuant to SFL §165-a(3)(b), the initial list is expected to be issued no later than 120 days after the Act’s effective date at which time it will be posted on the OGS website.

By submitting a bid in response to this solicitation or by assuming the responsibility of a Contract awarded hereunder, each Bidder/Contractor, any person signing on behalf of any Bidder/Contractor and any assignee or subcontractor and, in the case of a joint bid, each party thereto, certifies, under penalty of perjury, that once the Prohibited Entities List is posted on the OGS website, that to the best of its knowledge and belief, that each Bidder/Contractor and any subcontractor or assignee is not identified on the Prohibited Entities List created pursuant to SFL § 165-a(3)(b).

Additionally, Bidder/Contractor is advised that once the Prohibited Entities List is posted on the OGS Website, any Bidder/Contractor seeking to renew or extend a Contract or assume the responsibility of a Contract awarded in response to this solicitation must certify at the time the Contract is renewed, extended or assigned that it is not included on the Prohibited Entities List.

During the term of the Contract, should the Town receive information that a Bidder/Contractor is in violation of the above-referenced certification, the Town will offer the person or entity an opportunity to respond. If the person or entity fails to demonstrate that he/she/it has ceased engagement in the investment which is in violation of the Act within 90 days after the determination of such violation, then the Town shall take such action as may be appropriate including, but not limited to, imposing sanctions, seeking compliance, recovering damages or declaring the Bidder/Contractor in default.

The Town reserves the right to reject any bid or request for assignment for a Bidder/Contractor that appears on the Prohibited Entities List prior to the award of a contract and to pursue a responsibility review with respect to any Bidder/Contractor that is awarded a contract and subsequently appears on the Prohibited Entities List.

I, ______________________________________, being duly sworn, deposes and says that he/she is the ______________________________ of the _____________________________ Corporation and that neither the Bidder/Contractor nor any proposed subcontractor is identified on the Prohibited Entities List.

SIGNED______________________________________________________________

SWORN to before me this _______ day of __________________, 20__ Notary Public

NON-COLLUSIVE BIDDING CERTIFICATION

1. By submission of this bid, the undersigned bidder and each person signing on behalf of such bidder certifies and in the case of a joint bid each party thereto certifies as to its own organization — UNDER PENALTY OF PERJURY, that to the best of the undersigned’s knowledge and belief:

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

(b) 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

(c) 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 competition.

2. The undersigned acknowledges and agrees that a bid shall not be considered for award nor shall any award be made where any of the above have not been complied with; provided however, that if in any case the bidder cannot make the foregoing certification, the bidder shall so state and shall furnish with the bid a signed statement which sets forth in detail the reasons therefor. Where one or more of the above has/have not been complied with, the bid shall not be considered for award nor shall any award be made unless the political subdivision, public department, agency or official thereof to which the bid is made, or his designee, determines that such disclosure was not made for the purpose of restricting competition.

3. The undersigned also acknowledges and agrees that the fact that a bidder (a) has published price lists, rates, or tariffs covering items being procured, (b) has informed prospective customers of proposed or pending publication of new or revised price lists for such items, or (c) has sold the same items to other customers at the same prices being bid, does not constitute, without more, a disclosure within the meaning of paragraph 1 above.

4. The undersigned further acknowledges and agrees that any bid hereafter made to any political subdivision of the state or any public department, agency or official thereof by a bidder which is a corporation or a limited liability company for work or services performed or to be performed or goods sold or to be sold, where competitive bidding is required by statute, rule, regulation, or local law, and where such bid contains the certification referred to in paragraph 1 of this certificate, shall be deemed to have been authorized by the board of directors of the bidder, and such authorization shall be deemed to include the signing and submission of the bid and the inclusion therein of the certificate as to non-collusion as the act and deed of the corporation or limited liability company.

Name of Bidder:

(print full legal name)

Date Signed: Signature:

Name of Person Signing Certificate:

(print full legal name of signer)

Bidder is (check one): □ an individual, □ a limited liability partnership, □ a limited liability company,

□ other entity (specify):

CONTRACTOR’S ACKNOWLEDGEMENT

(If Corporation)

STATE OF NEW YORK) SS:

COUNTY OF ESSEX)

On this day of 20 , before me personally came to me known, and known to me to be the of the Corporation described in and which executed the within instrument, who being duly sworn did depose and say that he, the said reside at and that he is of said corporation and knows the corporate seal of the said corporation; that the seal affixed to the within instrument is such corporate seal and that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

(If Individual)

STATE OF NEW YORK) SS:

COUNTY OF ESSEX)

On this day of 20 , before me personally came to me known, and known to me to be the same person described in and who executed the within instrument and he duly acknowledged to me that he executed the same for the purpose herein mentioned and, if operating under and trade name, that the certificate required by the New York State Penal Law, Sections 440 and 440-b has been filed with the County Clerk of Essex County.

(If Co-Partnership)

STATE OF NEW YORK) SS:

COUNTY OF ESSEX)

On this day of 20 , before me personally came to me known, and known to me to be a member of the firm of and the person described in, and who executed the within instrument in behalf of said firm for the purposes herein mentioned and that the certificate required by the New York State Penal Law, Sections 440 and 440-b has been filed with the County Clerk of Essex County.

APPENDIXC

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 I $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 Town of Schroon 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 Town of Schroon.

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

-> be from an AM. 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 Town of Schroon for any applicable deductibles.

VI. Contractor acknowledges that failure to obtain such insurance on behalf of the Town of Schroon constitutes a material breach of contract and subjects it to liability for damages, indemnification and all other legal remedies available to the Town of Schroon. Prior to the commencement of work or use of facilities the Contractor shall provide to the Town of Schroon 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 Town of Schroon 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 Town of Schroon.

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 Town of Schroon shall be listed as an additional insured on a primary and non-contributory basis.

XI. All Contractors Subcontractors shall comply with these provisions and shall list the Town of Schroon as additional insured on a primary and non-contributory basis.

APPENDIXD - STANDARD CLAUSES FOR TOWN OF SCHROON CONTRACTS

1 . Independent Contractor Status The parties each acknowledge, covenant and agree that the relationship of the

Contractor to the Town of Schroon 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 Town of

Schroon; and

(c) will not make any claim, demand or application for any right or privilege applicable to an officer or employee of the Town of Schroon 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 Town of Schroon:

(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 Town of Schroon 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 Town of Schroon 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 Town of Schroon 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 the Town of Schroon 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/lniury To Persons & Property The Contractor shall promptly advise the County of all damages to property of the

Town of Schroon 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 Town of Schroon 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 Town of Schroon 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, theTown of Schroon'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 Town of Schroon 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 Town of Schroon standard voucher, which includes

(i) the Town of Schroon 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 Town of Schroon; except that where the payee does not have such number or numbers, the payee, on the invoice or Town of Schroon 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 Town of Schroon 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 Town of Schroon shall not be liable for payment thereof, unless it is submitted to the Town of Schroon 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 Town of Schroon'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 Town of Schroon.

12. Executorv 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 Town of Schroon 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 Town of Schroon and acknowledges that the Town of Schroon has provided, or upon request will provide, the Contractor with a description of such substances which may be present in the area of the Town of Schroon's facility/facilities to which the Contractor may have accessed during the performance of this contract;

(c) the Contractor acknowledges that the Town of Schroon 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 Town of Schroon;

(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 Town of Schroon;

(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 Town of Schroon in advance of bringing in and/or using such substances in or upon Town of Schroon property and suggest to the Town of Schroon 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 Town of Schroon 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 Town of Schroon'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 Town of Schroon a non-collusive bidding certification on Contractor's behalf.

18. International Bovcott 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 Town of Schroon Manager within five (5) business days of such conviction, determination or disposition of appeal.

19. County's Rights of Set-Off The Town of Schroon shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the Town of Schroon'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 Town of Schroon with regard to this contract, any other contract with any Town of Schroon 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 Town of Schroon for any other reason, including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The Town of Schroon shall exercise its set-off rights in accordance with normal Town of Schroon practices, including, in cases of set-off pursuant to an audit, the acceptance of such audit by the Town of Schroon Town Board 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 Town of Schroon.

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

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 Town of Schroon (the "Town"), 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(9).

(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 Town of Schroon 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 Town of Schroon and in the time and manner designated by the Town of Schroon or the Secretary, to Protected Health Information in a Designated Record Set, to the Town of Schroon or, as directed by the Town of Schroon, to an Individual in order to meet the requirements under 45 CFR §164.524;

(7)…