S-3-25 CW Pest Control Services.pdf

CHAUTAUQUA COUNTY

DIVISION OF PURCHASING

INVITATION TO BID

PEST CONTROL SERVICES

ITB No. S-3-25 CW

Contact Person: Brandi McIntyre, Purchasing Agent, mcintyrb@chqgov.com

Issue Date: 6/20/2025 Questions Due By: 6/26/2025 Bid Opening Date (2:00PM): 7/10/2025

Sealed bids are to be remitted no later than the due date and time to: Purchasing Manager Chautauqua County

Department of Finance – Purchasing Division 454 N. Work Street Falconer, NY 14733

Paul M. Wendel, Jr.

County Executive

Kitty L. Crow Director of Finance

Becky Anderson Purchasing Manager

Brandi McIntyre Purchasing Agent

Nicole Pattison Purchasing Agent

Tina Huckabone Purchasing Agent mailto:mcintyrb@chqgov.com

NOTICE TO BIDDERS

Publication Date: 6/20/2025

Chautauqua County is accepting sealed bids for:

INVITATION TO BID

NO. S-3-25 CW

Pest Control Services

Invitation to Bid (ITB) Documents are available at the County’s Purchasing Office, 454 N. Work Street, Falconer, NY 14733, may be downloaded from bidnetdirect.com/new-york, or may be requested by email from mcintyrb@chqgov.com. Chautauqua County is not responsible for the completeness or accuracy of ITB documents received from any other source, and the successful bidder shall be subject to official County ITB terms and conditions.

Bids must be received by the County’s Purchasing Office no later than 2:00 P.M. on July 10, 2025, at which time they will be publicly opened and read. EACH BID ENVELOPE MUST BE PLAINLY MARKED WITH THE PROPOSAL NUMBER AND

THE ITEM BID THEREIN.

Brandi McIntyre

Purchasing Agent mailto:bidnetdirect.com/new-york mailto:mcintyrb@chqgov.com

COUNTY NEEDS TO BE MET BY THIS INVITATION TO BID

Contract Duration: 3 Years beginning January 1, 2026

Chautauqua County requires a vendor to provide pest control services in any Chautauqua County building on an as-needed basis. This Invitation to Bid (ITB) is being issued to fulfill that need.

General Information for all County ITBs Page 4 REQUIRED BID SUBMITTAL DOCUMENTS Page 7 Sample Contract Page 16 County Terms and Conditions Page 24 County Insurance Requirements Page 27

GENERAL INFORMATION

FOR ALL COUNTY

INVITATIONS TO BID (ITBs)

Invitation to Bid (ITB) Packet Official ITB documents may be obtained from:

County Purchasing Division: 454 N. Work Street, Falconer, New York 14733;

Empire State Purchasing Group, https://www.bidnetdirect.com/new-york; and The “County Contact Person” identified on the Cover Page of this ITB.

Chautauqua County is not responsible for the completeness or accuracy of documents received from any other source. The successful bidder shall be subject to all official County ITB terms and conditions, including those in ITB addenda, regardless of receipt.

Questions From the date of ITB issuance to the date the County makes a final determination(s) of award, any and all questions and communications concerning the ITB and items solicited therein shall be directed exclusively to County Purchasing Division personnel. Contact with other County personnel may be grounds for rejection of a bid.

Questions must be submitted by the due date shown on the cover page. County responses to questions concerning the substance of the ITB will be provided to all parties, in the form of an addendum to the ITB.

IMPORTANT BID SUBMISSION INFORMATION:

Unless otherwise stated on the bid form, all boxes on the bid form should be completed. If a box is not applicable, enter N/A. If the entry for the box should be zero, enter a zero.

Each bid must be enclosed in a sealed envelope plainly marked with the ITB name, the ITB number, and the

Bidder’s name and complete mailing address.

Bids must be received by the County’s Purchasing Division, 454 N. Work Street, Falconer, New York, no later than the due date and time on the ITB cover page. Bids will not be accepted via facsimile or e-mail.

Please allow ample time to pass through building security, or for delivery by mail or express mail. Even if timely mailed, a Bidder should expect a late bid to be rejected.

The enclosed Bid forms must be used and may not be altered, amended, or substituted. Non-conforming bid submittals are subject to being rejected.

All required bid documents must be submitted with each bid, duly signed, and where indicated, notarized.

Receipt of any and all bid addenda must be acknowledged on the form provided. Failure to acknowledge receipt is grounds for rejection of a bid. Bid addenda are available from all “official” bid document sources shown above.

By submitting a bid you are offering to provide the goods and/or services therein in accordance with all terms and conditions in the ITB and at the bid prices. The individual or entity (contractor) submitting the bid or quote:

1. agrees that Contractor shall be bound by all terms and conditions in the County Solicitation; and

2. affirms that the individual submitting the bid/quote is duly authorized to bind Contractor to the terms and conditions in the County solicitation.

By placing an order, County is accepting the terms and conditions of the County Solicitation with respect to

(i) the good(s) in the order, and (ii) the Contractor whose good or material is ordered.

The County does not guarantee any minimum or maximum purchase of items in this ITB.

https://www.bidnetdirect.com/new-york

Estimated quantities and needs are merely estimates. They are non-binding, and do not represent a County commitment or a guaranteed minimum or maximum quantity or need. Submission of a bid constitutes an agreement not to claim misunderstanding of, misrepresentation of, or reliance in any manner on, estimates of quantities or needs.

Bids should be self-explanatory. A bidder should not expect an opportunity to explain its bid.

Bids should be carefully prepared and reviewed in advance of submittal. Negligence in the preparation of a bid does not confer a right for withdrawal of an opened bid.

Contract Payment and Pricing Unless otherwise indicated, all bid prices are to be effective for the duration of the contract.

Chautauqua County is exempt from Federal and State taxes.

Bid prices must be all-inclusive. The County will not pay fuel surcharges, shipping, transportation, disposal, overhead, travel, or other types of contract-associated charges unless pricing for such items is specifically requested on the bid form.

In most instances, Chautauqua County issues contract payments electronically.

New York State law entitles the County to “piggyback” off of the contracts of other municipalities. The

County reserves the right to purchase the goods and/or services identified in this ITB via a piggyback contract, after giving the awarded bidder the opportunity to match the piggyback price. Additionally, the County reserves the right to use an alternate vendor in furtherance of meeting a requirement of an entity paying in whole or in part for goods or services. The County further reserves the right to use its own staff for provision of services of the type reflected in this ITB.

If this ITB includes services, see the enclosed sample contract for additional information. The sample contract is subject to modification by the County Law Department consistent with the terms of this Invitation to Bid.

Bid Award The manner in which the low bidder will be determined is shown on the Bid Form. Questions about the manner in which the low bidder will be determined should be submitted to County Purchasing staff immediately upon discovery, to allow ample time for clarification. County reserves the right to investigate bidder responsibility, toward making an award to a responsible bidder which offers the lowest price. Bidders shall fully and promptly comply with any and all County requests for information requested toward a County determination of responsibility. Failure to cooperate may result in a determination that a bidder is not responsible.

Information requested on the Bid Form will be used as the basis for award. At the County’s sole option a bid with missing, non-conforming, different, or additional information can be:

(i) rejected as a non-conforming bid; or

(ii) accepted as bid, with non-conforming, additional, or different information enforced or rejected by the County, in whole or in part, and with an uncompleted box on a bid form deemed to mean the item is available at no charge and/or with no markup (unless completion of the box is specifically stated to be optional), as the County, in its sole discretion, deems most advantageous.

By submitting a bid, a bidder agrees that it shall have no recourse against the County in connection with the County’s exercise of its option to accept or reject an irregular bid or unsolicited information, or for its determination concerning an uncompleted box on the bid form.

Dollar amounts requested on the Bid Form which the ITB indicates will not be used toward determining the low bid, may be used for the purchase of the specified goods and/or services during the contract term.

In the event of a discrepancy between an item price and the calculated price for a specified quantity, the item price will be used for purposes of determining the low bidder and for contract pricing.

In the event of a discrepancy between a dollar amount written in words and a dollar amount written in numbers, that written in words shall apply.

Those performing work for the County must be Equal Opportunity employers.

Miscellaneous Information Chautauqua County’s standard contractual insurance requirements can be found here:

https://chqgov.com/finance/insurance-requirements . Within five (5) business days of receipt of a Notice of Award, a bidder which will be providing services must submit certificates of insurance evidencing insurance coverage consistent with County requirements, to Ms. Aki Wakamatsu, wakamata@chqgov.com. Failure to do so may be grounds for a determination of non-responsibility. Contractor shall provide updated insurance certificates on or before certificate expiration, throughout the contract term.

Chautauqua County is transitioning to electronic contract signatures. Signatures can be applied using a computer or a phone.

Proof of insurance shall be provided in advance of contract execution, and contract execution shall precede commencement of contract work. Even if a prospective contractor has been given County departmental authority to commence contract performance, no payment should be expected for work performed in advance of contract execution by both parties.

Pursuant to New York State General Municipal Law §109, contracts let, granted, or awarded by the County may not be assigned, transferred, conveyed, sublet, or otherwise disposed of, nor any right, title, or interest therein, or the power to execute the contract, absent the County’s advance, written consent.

Pursuant to Chautauqua County’s Purchasing Policy, an individual or entity that reviews a County Invitation to Bid in draft or final form prior to its issue may not (i) submit a response to the solicitation or (ii) serve as an employee, contractor, or subcontractor of the individual or entity awarded the contract, for the first five

(5) years of the contract period.

With Contractor concurrence, County may allow any county agency, department or municipality, or any other organization eligible pursuant to NYS General Municipal, to utilize the terms of an awarded bid.

County will not be a party to any such third party agreements and is not in any way bound by or liable for any such agreements or any performance thereunder. Contractor shall provide information to County about such third party agreements upon request.

All data transmission (cloud-based technology solutions) and vendor electronic communications (email) shall only reside and traverse services based in the United States.

NYS Prevailing Wage PRC #2025900672

MBE, WBE, SBE, DBE, SDVOB

Chautauqua County encourages all qualified bidders, including Minority-owned Business Enterprises, Women-owned Business Enterprises, Small Business Enterprises, Disadvantaged Business Enterprises, and Service- Disabled Veteran Owned Businesses to submit bids.

EXTENSION OF BID TO ADDITIONAL PARTIES

With Contractor concurrence, County may allow any county agency, department or municipality, or any other organization eligible pursuant to NYS General Municipal, to utilize the terms of an awarded bid. County will not be a party to any such third party agreements and is not in any way bound by or liable for any such https://chqgov.com/finance/insurance-requirements mailto:wakamata@chqgov.com agreements or any performance thereunder. Contractor shall provide information to County about such third party agreements upon request.

Specifications

Current routine services being provided include, but not limited to, are as follows:

• North County Transfer Station – Rodent & Roach Control

• South County Office Building – Roach, Ant, Bedbugs & Spider Control

• South County Transfer Station – Rodent & Roach Control

• Jamestown City Hall – 5th Floor – Bed Bug Control

• Chautauqua County Health Homes – Bed Bug Control

• Dunkirk Behavioral Health Clinic - Bed Bug Control

*Emergency Treatments – shall be addressed within 24 hours of notification.

CHAUTAUQUA COUNTY

BID RESPONSE CHECKLIST

Bid Name: Bid No.

Bid Due Date:

The below-listed documents must be submitted with your bid. Failure to submit any of the documents, including failure to acknowledge in writing any ITB addendum, may be cause for rejection of your bid. A bid with any condition, limitation or provision not officially invited in this ITB may also be rejected.

________ THIS RESPONSE CHECKLIST

________ NON-COLLUSION BIDDING CERTIFICATION

________ IRANIAN DIVESTMENT CERTIFICATION

________ EXCLUSION CHECKS CERTIFICATION

________ FINANCIAL AFFIDAVIT

________ AFFIDAVIT OF A FOREIGN CORPORATION (AS APPLICABLE)

________ BID AUTHORIZATION CERTIFICATE

________ BID FORM

________ ITB ADDENDUM(S) ACKNOWLEDGMENT(S) (AS APPLICABLE)

INSURANCE CERTIFICATES MUST BE PROVIDED WITHIN 5 DAYS OF NOTICE OF AWARD

ENTITY NAME

FED ID NO.

TELEPHONE NUMBER

ADDRESS

EMAIL ADDRESS

AUTHORIZED REPRESENTATIVE (PRINT NAME) TITLE

AUTHORIZED SIGNATURE

DATE

The below section is only applicable if services will be provided.

Upon award, the name and address of the individual who will be signing the contract, and that individual’s contact information are:

Name: Title: __ Direct e-mail address:

Mailing address:

BID FORM

This Invitation to Bid will result in a single award to the lowest responsible bidder. The low bidder will be determined by the lowest “Total” price on the County’s bid form, determined by the sample job listed below.

Chautauqua County will deem a bid non-responsive and will reject the bid if an item in the table below is not properly completed, is left blank, or is marked as being inapplicable or unavailable.

Regular Labor Rate per Hour $ Overtime/Holiday Labor Rate per Hour $ Materials will be charged at cost plus a percentage

Sample job for determining low bidder:

One hour at the regular labor rate, 2 gallons of insecticide for indoor use (bedbugs, fleas, & cockroaches), and 1 gallon of insect growth regulator. **include material discount in your calculation.

BIDDER ______________________________________

SIGNATURE ______________________________________

PRINT NAME OF SIGNER ______________________________________

TITLE ______________________________________

ADDRESS ______________________________________

TELEPHONE ______________________________________

FAX

E-MAIL_________________________________________

DATE_________________________________________

NON-COLLUSION BIDDING CERTIFICATION

By submission of this bid, the bidder and each person signing on behalf of the bidder certifies, subject to the terms of Section 103-d of the General Municipal Law, as amended, and under penalty of perjury, that to the best of its 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 the bid 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.

(d) The person signing this bid certifies that s/he has fully informed him/herself regarding the accuracy of the statements contained in this certification, and under the penalties of perjury affirms the truth hereof, such penalties being applicable to the bidder as well as to the person signing on the bidder’s behalf.

Signature ____________________________________________

Title ________________________________________________

STATE OF NEW YORK )

COUNTY OF ) SS:

On this __________ day of ____________, 20__, before me personally appeared

____________________, to me known, who being by me duly sworn, did depose and say that s/he resides at ______________________________, New York: that s/he is the _________________ of _______________________, the corporation described in and which executed the within instrument; that s/he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of said corporation.

Notary Public

IRANIAN DIVESTMENT CERTIFICATION

NEW YORK STATE GENERAL MUNICIPAL LAW SECTION 103-G

By submission of this bid, each bidder and each person signing on behalf of any 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 its knowledge and belief that each bidder is not on the list created pursuant to paragraph (b) of subdivision 3 of section 165-a of the state finance law (see https://ogs.ny.gov/iran-divestment-act-2012 ).

Date:

Signature

Title

Company Name

On 1/13/12, Chapter 1 of the Laws of New York for 2012 was signed into law by Governor Andrew M. Cuomo. The law is known as the "Iran Divestment Act of 2012" (the "Act") and can be found at § 165-aof the NY State Finance Law. The Act became effective on April 12, 2012. The Act imposes limitations on "persons" that are determined to be engaged in investment activities in the Iranian energy sector, as defined in the Act. On 7/17/12, Governor Cuomo signed into law Chapter 106 of the laws of 2012, which extended the Iran Divestment Act to State and local public authorities, the State University of New York, and the City University of New York.

EXCLUSION CHECKS CERTIFICATION

Chautauqua County reserves the right to conduct exclusion checks on those who respond to its solicitations and on those with whom it contracts to verify that the contractor and its employees, subcontractors, and agents have not been sanctioned, excluded, debarred, suspended, or the subject of adverse governmental action by law enforcement, regulatory authorities, or licensing entities. This may include a check for exclusion from Federal healthcare programs. By submitting this bid, you are: certifying that you are not prohibited from providing these services and/or goods as a result of being sanctioned, debarred, suspended, or excluded; agreeing that the County has the right to decline to enter into a contract with you in the event the County finds there to be a legal or funding source impediment to contracting with you; agreeing to provide written notice to the County immediately upon the occurrence of any sanction, exclusion, debarment, or suspension relating to your contract with the County; and agreeing that upon the occurrence of any such sanction, exclusion, debarment, or suspension, the County has the right to declare its contract with you to be terminated effective as of the moment of such occurrence or at such later date as is deemed by the County to be in the best interest of the County.

Date:

Company Name https://ogs.ny.gov/iran-divestment-act-2012

FINANCIAL AFFIDAVIT

STATE / COMMONWEALTH OF )

) ss:

COUNTY OF___________________________ )

___________________________________, being duly sworn, deposes and says that I have made a complete and thorough examination of the financial records of the bidder, ; and that I have determined that said bidder is currently not in arrears in taxes or upon debt or contract to or with the County of Chautauqua, that said bidder has not defaulted as surety or otherwise upon a contract or obligation to the County of Chautauqua, and that said bidder is not disqualified to bid upon municipal or state contracts under any act of New York State Legislature.

Signature of above-named individual

Sworn to before this ___________ day of __________________, 20__

NOTARY PUBLIC

AFFIDAVIT OF A FOREIGN CORPORATION

COUNTY OF___________________________ )

I, ________________________________as____________________________________ of __________________________________ , a corporation incorporated under the laws of _________________________ authorized to do business in the State of New York, do hereby certify and affirm that the above named corporation has complied Article 13 of the Business Corporations Law of the State of New York. As proof I submit a copy of:

[ ] A receipt of filing an application with the New York Secretary of State to conduct business in The State of New York; OR [ ] A copy of our application for authority to conduct business in the State of New York filed with the Secretary of State on _______________________________,20___.

As said corporation has complied with Article 13 of the Business Corporations Law of the State of New York, I hereby swear and affirm that the above-named corporation is authorized to conduct business in the State of New York.

Under penalty of perjury, I declare that the facts presented herein are true and, to the best of my knowledge and belief, are true, correct and complete.

In witness thereof, I set my hand and attach the corporate seal this _______ day of __________, 20____.

Business Corporation Law of New York, Section 102(7):

“Foreign Corporation” means a corporation…formed under laws other than the statutes of (New York)…”Authorized,” when used with respect to a foreign corporation, means having authority, under Article 13 of the Business Corporation Law, to conduct business in New York State.

BID AUTHORIZATION CERTIFICATE

Individual, Corporation, Partnership, or LLC Acknowledgement

COUNTY OF )

On the _____day of ____________in the year 20___, before me personally appeared ______________________________known to me to be the person who executed the foregoing instrument, who, being duly sworn by me did depose and say that s/he resides in the Town of , County of , State / Commonwealth of ________________________________________, and that

[Mark an X in the appropriate box and complete the accompanying statement.]

☐ (If an individual): this person executed the foregoing instrument in his/her name and on his/her own behalf.

☐ (If a corporation): this person is the ____________________________________________ of______________________, the corporation described in said instrument; that, by authority of the Board of Directors of said corporation, this individual is authorized to execute the foregoing bid documents on behalf of the corporation for purposes set forth therein; and that, pursuant to that authority, s/he has executed the foregoing bid document(s) in the name of and on behalf of said corporation as the act and deed of said corporation.

☐ (If a partnership): this person is the ______________________________________________ of___________________________, the partnership described in said instrument; that, by the terms of said partnership, this individual is authorized to execute the foregoing bid document(s) on behalf of the partnership for purposes set forth therein; and that, pursuant to that authority, s/he has executed the foregoing bid document(s) in the name of and on behalf of said partnership as the act and deed of said partnership.

☐ (If a limited liability company): this person is a duly authorized member of _________ LLC, the limited liability company described in said instrument; that, by authority of the Board of Directors or Members of said company, this individual is authorized to execute the foregoing bid document(s) on behalf of the company for purposes set forth therein; and that, pursuant to that authority, s/he has executed the foregoing bid document(s) in the name of and on behalf of said company as the act and deed of said company.

____________________ Date Signature Printed Name

NOTARY PUBLIC

CHAUTAUQUA COUNTY VENDOR INFORMATION SHEET

A Finance Department representative will contact your company regarding required electronic payment information. If the Electronic Remittance Email is not the appropriate email to contact for this data, please indicate which contact is appropriate by checking the check box before the contact type.

VENDOR NAME: ______________________________________________________________

DBA: ______________________________________________________________

TAX ID # (PLEASE PROVIDE A COMPLETED W9 FORM): ___________________________________

VENDOR PRIMARY ADDRESS: _______________________________________________________

VENDOR PRIMARY PHONE: _______________________________________________________

REMIT ADDRESS: _______________________________________________________

ELECTRONIC REMITTANCE EMAIL: ___________________________________________________

VENDOR CONTACTS

☐ACCOUNTING

NAME: _____________________________________________________________

PHONE: _____________________________________________________________

EMAIL: _____________________________________________________________

☐SALES

NAME: _____________________________________________________________

PHONE: _____________________________________________________________

EMAIL: _____________________________________________________________

☐CONTRACTS

NAME: _____________________________________________________________

PHONE: _____________________________________________________________

EMAIL: _____________________________________________________________

COMPLETED BY: _____________________________________________________________

TITLE: _____________________________________________________________

DATE COMPLETED: _____________________

AGREEMENT

On-Site Pest Control Services for the County of Chautauqua

This Agreement is made as of [ ], by and between the following parties:

COUNTY: COUNTY OF CHAUTAUQUA, NEW YORK

A Municipal Corporation Gerace Office Building Mayville, New York 14757-1007 hereinafter called "County,"

-and-

CONTRACTOR: [ ]

hereinafter called "Contractor."

WITNESSETH:

WHEREAS, the County of Chautauqua both owns and leases properties for county operations and is in need of pest control services; and

WHEREAS, the cleanliness and safety of county staff and invitees is of utmost importance; and

WHEREAS, County issued an RFP for On-Site Pest Control

Services [ # ] on [ ] seeking proposals for the work encompassed by this Agreement; and

WHEREAS, Contractor submitted its proposal, dated [ ], and was selected based on the RFP’s evaluation criteria; and

WHEREAS, Contractor is duly licensed, qualified, and capable of providing the required services for the foregoing services, NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

1. Contract Documents. The contract documents consist of the following, including all current and future appendices, attachments, addendum, adjustments, updates, and amendments:

this Agreement; County RFP No. [ ] issued [ ]; Contractor’s

Proposal dated [ ] (attached hereto as Appendix B); and all applicable federal, state, and local laws, regulations, resolutions, ordinances, policies, procedures, manuals, circulars, licenses, permits, certifications, standards, guidelines, guidance and implementation memos.

The Contract Documents are as fully a part of the Agreement as if attached hereto or repeated herein. Contractor may request a copy of a specified contract document from County, in which case County will provide either a link to or a copy of such document. All services, including those provided by subcontractors, shall be provided in furtherance of and in conformance with the Contract Documents. It is Contractor's responsibility to make itself and any subcontractors aware of applicable Contract Document requirements.

In the event of a conflict between the terms of this

Agreement and the terms of another Contract Document, the terms of this Agreement shall prevail, provided, however, that where the other Contract Document provides greater detail about or elaboration of an obligation set forth in this Agreement, the provisions of the other Contract Document shall be considered as additional requirements to the duty or obligation found in this

Agreement, enforceable at the option of County. This Agreement is to be construed as requiring conformance with all federal, state, and local, requirements.

2. Services. Contractor shall perform the services set forth and described in Contractor’s proposal, attached and incorporated into this Agreement as Appendix B. Specifically, Contractor shall provide duly qualified and experienced pest control services at regular intervals to prevent infestations, and at such other times as requested by the Director of County

Buildings and Grounds or at the request of a County Department

Head. These services shall be provided at buildings and properties of County at the direction of the Director of County

Buildings and Grounds. Contractor shall routinely inspect designated properties and buildings for signs of pests.

Contractor shall coordinate services with County Department Heads to ensure services are provided at the most opportune times to limit disruption of county operations, which will likely be after standard business hours.

Contractor shall utilize generally accepted practices for the control of pests and shall only utilize those chemicals, traps, and sprays that have been tested as safe for use around humans and as authorized under New York State Law and Federal

Law. Contractor shall provide to the County up-to-date Safety

Data Sheets on all chemicals used and shall provide them to the current Director of Emergency Services and Workplace Safety whenever required. Contractor shall give the Director of County

Buildings and Grounds and respective Department Head as much advance notice as possible should a building or property need to be closed to staff/invitees for treatment.

Contractor shall provide all of its own equipment, including

PPE, at its own expense.

All staffing hired by Contractor for purposes of this

Agreement shall be duly credentialed, licensed, or certified by the State of New York as may be required, and qualified to provide services encompassed by this Agreement. Contractor staffing hired for purposes of this Agreement shall be identified at all times as personnel of Contractor, shall at all times display the appropriate identification and uniform, an shall not hold themselves out to be employees of the County of

Chautauqua.

3. Payment. County shall pay Contractor a total sum not to exceed [ ]. Payment shall be made pursuant to fee schedule attached hereto as Appendix C.

Payment shall be made monthly upon submission by Contractor to County of properly itemized, certified, and executed County claim vouchers in form and content approved by the Department of

Finance or duly authorized subordinate and accompanied by such records or documentation as reasonably requested.

4. Term. The term of this Agreement shall be from

[ ] to [ ]. Parties may by mutual written agreement extend the term of this Agreement by 2 additional one-year terms. County may terminate or cancel this Agreement in whole or in part, upon thirty (30) days advance written notice to

Contractor with accounts between the parties to be adjusted and prorated as of such termination date. County may immediately by written notice terminate this Agreement in the event Contractor violates any of the provisions of this Agreement.

5. Independent Contractor. Contractor shall be responsible for ultimate supervision of its employees assigned to provide services. Contractor shall not, in any manner, represent or claim that it is an agency or department of County. Contractor and all staffing/sub-contractors hired by Contractor for purposes of this agreement are independent contractors and not employees, servants, or agents of the County. Contractor and all staffing/sub-contractors hired by Contractor for purposes of this agreement shall not be entitled to any of the benefits afforded to County employees including, but not limited to, paid personal, sick, or vacation time, health insurance, and retirement benefits.

6. Statutory Compliance. The Contractor shall comply with all the provisions of laws in the County of Chautauqua, the State of New York, and of the United States of America which affect municipalities and municipal contracts, and provide at its expense, any and all permits, licenses and registrations required for the fulfillment of this agreement, and more particularly the

Labor Law, the Immigration and Naturalization Laws and

Regulation, the General Municipal Law, the Workers’ Compensation

Law, the Lien Law, Personal Property Law, State Unemployment

Insurance Law, Federal Social Security Law, State, Local and

Municipal Health Laws, Rules and Regulation, and any and all regulations promulgated by the State of New York and of amendments and additions thereto, insofar as the same shall be applicable to any contract awarded hereunder with the same force and effect as if set forth at length herein.

7. Indemnification. Contractor shall be solely responsible and answerable in damages for any and all accidents and/or injuries to persons (including death) or property arising out of or related to the services to be rendered by Contractor pursuant to this Agreement. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold County and its officers and employees harmless from any liability, claim, demand, loss, judgment, expense, and cost of every type, amount, and nature, direct and indirect and without limitation, including the costs of defense, arising from Contractor's performance or failure to perform the terms of this Agreement.

**The terms of this indemnification clause shall survive expiration of this contract.

In the event that this Agreement is funded by federal or state funds, and County is required to indemnify the funding source(s) of this Agreement, Contractor shall be required to indemnify the funding source to the full extent that County is contractually obligated to do so, to the extent such obligation arises from Contractor’s action or failure to act in accordance with this Agreement.

8. Confidentiality. Contractor may for purposes of this

Agreement from time-to-time need to access areas where confidential information, records, paperwork, or folder are located. Contractor shall not touch, look at, photograph, copy, record, remove, or otherwise repeat or disclose any confidential information contained or otherwise in any part of County buildings or properties. To the extent applicable, Contactor agrees to comply with all applicable laws, rules, regulations, and Contract Documents regarding confidentiality and privacy, including but not limited to the provisions of HIPAA, and state privacy/confidentiality laws.

The Contractor shall provide training to all staffing on confidentiality in accordance with this Agreement. A Business

Associate Agreement may be made a part of the resulting

Agreement.

9. Digital Signatures and Document Storage. Each party may affix a digital signature to this Agreement by electronic means. By affixing a digital signature the parties are affirming they have authority to enter into this Agreement, and that this Agreement executed by digital signature or other electronic means shall be legally binding and effective. Each party also agrees that this Agreement, and any document including or relating to this Agreement, may be imaged and stored electronically and may be introduced as evidence as original business records and neither party shall contest their admissibility.

10. Execution in Counterparts. This Agreement, and any amendment or modification, may be signed in counterparts, each one of which is considered an original, but all of which constitute one and the same instrument. The exchange of copies of signature pages by scanned portable document format (pdf) email attachment, or through any digital signature program, shall constitute effective execution of this Agreement, and

.pdf copies of this Agreement shall have the same force and effect as an original.

11. Additional Terms and Conditions. Contractor shall comply with all provisions contained in Appendix A attached hereto and made a part of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agree-ment as of the date first set forth above.

COUNTY OF CHAUTAUQUA

BY____________________________________DATE__________________

Paul M. Wendel, Jr., County Executive

BY____________________________________DATE__________________

Chautauqua County Appendix A – February 2025

Amendment. No waiver, modification, or amendment of this Agreement or any part thereof shall be valid unless in writing and duly executed by the parties hereto. A waiver of any breach hereof shall not prevent forfeiture for any succeeding breach.

Assignment. Contractor shall not assign, transfer, convey, sublet, or otherwise dispose of this Agreement or any of its right, title, or interest therein, or the power to execute this Agreement, without the prior written consent of the County. (GML Section 109)

Audit. County, itself or through a third party, reserves the right to audit Contractor upon reasonable notice to ensure compliance with this Agreement.

Contractor shall fully comply with any such audit.

Binding Agreement. This Agreement shall be binding on the parties, their successors, heirs, and assigns.

Confidentiality. Information relating to individuals who may receive services pursuant to this Agreement shall be confidential, and maintained and used only for the purposes intended under this Agreement, in accordance with all applicable State and Federal laws, rules and regulations and industry standards. If Contractor is a Business Associate of the County as defined by HIPAA, Contractor shall comply with the terms of County’s standard Business Associate Agreement, as the same may be amended from time to time, unless otherwise agreed upon in writing by the parties. This requirement shall survive termination of this Agreement.

Conflict. In the event of a conflict between the terms of this Agreement and the terms of any other Contract Document, the terms of this Agreement shall be controlling notwithstanding anything in Contractor’s documents to the contrary.

Debarment/Suspension – see County solicitation documents.

Digital Signatures and Document Storage.

Each party may affix a digital signature to this Agreement by electronic means. By affixing a digital signature the parties are affirming they have authority to enter into this Agreement, and that this Agreement executed by digital signature or other electronic means shall be legally binding and effective. Each party also agrees that this Agreement, and any document including or relating to this Agreement, may be imaged and stored electronically and may be introduced as evidence as original business records and neither party shall contest their admissibility.

Entire Agreement. This Agreement contains the sole and entire Agreement between the parties relating to the goods and services provided hereunder and shall supersede any and all other Agreements between the parties. Any other statements or representations made by either party are void and have no force or effect.

Execution in Counterparts. This Agreement, and any amendment or modification, may be signed in counterparts, each one of which is considered an original, but all of which constitute one and the same instrument.

The exchange of copies of signature pages by scanned portable document format (".pdf") email attachment, or through any digital signature program, shall constitute effective execution of this Agreement, and .pdf copies of this Agreement shall have the same force and effect as an original.

Force Majeure. Either party may terminate or suspend its performance under this Agreement, in whole or in part, immediately upon the occurrence of a “force majeure.” A “force majeure” shall include, but not be limited to, natural disasters, war, rebellion, insurrection, riot, strikes, lockout, and any unforeseen circumstances and acts beyond the control of the County which render performance of its obligations impossible.

Governing Law. Notwithstanding any statement in this or any other document to the contrary, this Agreement shall be governed by the laws of the State of New York, without regard to its principles on conflicts of law, and Contractor consents to New York State Court jurisdiction in Chautauqua County, New York as the exclusive jurisdiction for this contract, and any disputes hereunder shall be heard by a court of competent jurisdiction in Chautauqua County, New York, unless this paragraph is physically crossed out and initialed by both parties, or unless the Federal supremacy clause requires otherwise.

Guarantee. Contractor shall fully guarantee the quality and workmanship of the services and/or goods provided, and shall represent and warrant that such goods or services meet or exceed all applicable industry standards.

Indemnification. Contractor shall be solely responsible and answerable in damages for any and all accidents and/or injuries to persons (including death) or property arising out of or related to the goods provided or services to be rendered by Contractor or its subcontractors pursuant to this Agreement. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold County and its officers and employees harmless from any liability, claim, demand, loss, judgment, expense, and cost of every type, amount, and nature, direct and indirect and without limitation, including the costs of defense, arising from Contractor's performance or failure to perform the terms of this Agreement. In the event that this Agreement is funded by Federal or State funds, and County is required to indemnify the funding source(s) of this Agreement, Contractor shall be required to indemnify the funding source to the full extent that County is contractually obligated to do so, to the extent such obligation arises from Contractor’s action or failure to act in accordance with this Agreement.

All money expended by County as a result of such claims, actions, damages, losses, expenses, and costs, together with interest at a rate not to exceed the maximum interest rate permitted by law, shall be immediately and without notice due and payable by Contractor to County.

Such obligation to the County shall not be construed to negate, abridge or reduce other rights of indemnity which would otherwise exist. This provision shall supersede any other provision in this Agreement, including attachments and referenced items, deemed to be in conflict, unless specifically stated otherwise.

Independent Contractor. Contractor is an independent contractor and not an employee, servant, or agent of the County.

Contractor shall have exclusive responsibility for the means, manner, and methods of performing its obligations under this Agreement.

Insurance. Unless waived by the County Attorney or his/her designee in writing, Contractor shall secure and maintain the insurance specified at https://chqgov.com/finance/insurance-requirements incorporated by reference as though fully set forth herein, with County named as an additional insured for purposes of coverage on a direct, primary, and non-contributory basis. The insurance afforded the additional insureds shall be at least as broad as that afforded to the first named insured. County as additional insured will be entitled to the limits stated in the contract or the full limits of the policy, whichever is greater. Contractor shall file a certificate of insurance with the County prior to performing pursuant to this Agreement or receiving any payment.

Contractor shall provide new insurance certificates when the existing certificates expire, without demand.

Contractor shall immediately forward to County (fax (716) 753-4888) any notice of actual or pending termination, suspension, or non-renewal of insurance. In the event Contractor's insurance expires or is terminated or suspended, County shall have all rights available for breach of contract, and may declare this Agreement to be automatically and immediately terminated effective as of the moment of expiration, termination, or suspension. In addition, County reserves the right to withhold payment to Contractor until such new certificates have been provided and approved. County shall have unlimited access to Contractor's insurance company and policies.

Licenses and Permits. Contractor shall secure and maintain throughout the term of this Agreement all necessary licenses, permits, and other certifications and qualifications required for its performance of this Agreement. Contractor shall immediately notify the County of any notice of, or actual, revocation or restriction of a license, permit, or other certification necessary for its performance of this Agreement. In the event of a revocation which prohibits Contractor from being able to perform this Agreement, this Agreement shall automatically terminate effective as of the moment of such revocation.

Medicaid/Medicare Programs If this contract involves the provision of goods or services funded by the United States Medicaid or Medicare program, all contract services shall be fully compliant with program requirements. County shall have the right to immediately terminate this Agreement upon Contractor’s failure to comply in any manner with a program requirement.

Non-Discrimination. In the performance of this Agreement, Contractor will not discriminate or permit discrimination against any individual or group on the grounds of age, color, creed, disability, domestic violence victim status, handicap, marital status, military status, national origin, political affiliation, predisposing genetic characteristics, race, religion, sex (including gender identity or expression), sexual orientation, or veteran status.

Contractor shall comply with County's Title VI (non-discrimination) policy, which can be obtained by contacting the County Compliance Officer at (716) 753- 4714, and with the County's DBE policy.

Notice of Investigation. Contractor shall notify County in writing within five (5) calendar days of obtaining knowledge of the commencement of any investigation or audit or adverse action against Contractor by any governmental agency, to the extent such audit, investigation, or action relates in any way to contract goods or services.

Payment. Contractor shall invoice County within ninety (90) days of the date of service. Payment will be made upon timely receipt of a properly executed invoice in form and content approved by the Department Head, or a duly authorized subordinate of the department requesting services, accompanied by such documentation as is reasonably requested.

By submitting a claim to County for payment, Contractor certifies that: claims are just, true and correct; goods are of the quantity and quality stated and/or that the services were actually performed; that prices are reasonable and in accordance with the Agreement; that no portion of the claim has been paid; that there exist no offsets or counterclaims on this or any other Agreement with the County; and that no tax is included. Contractor acknowledges that County issues vendor payments electronically, and shall complete payment forms as required by the County for that purpose. Electronic Payment Methods forms can be found at:

http://www.co.chautauqua.ny.us/218/Form s-Applications.

Performance Time. Notwithstanding the stated Agreement date or term, County shall not be obligated to pay for goods or services which are furnished: prior to the date this Agreement is executed by both parties; or during any time when the required insurance is not in place.

Records. Contractor shall keep and maintain records and other documents as required by the Agreement. Contractor shall submit to County upon request such schedule of quantities and costs, progress schedules, payrolls, reports, estimates, records, and other data that County may request concerning work performed or to be performed under this Agreement. All books and records of Contractor shall be available upon request for inspection and/or audit and/or copying by the County during the time hereof and for a period of six (6) years hereafter. Contractor shall also comply with audit requirements of third parties, as identified in Contract Documents.

Set-Off Rights. County shall have all of its common law, equitable, and statutory rights of set-off. These rights shall include, but not be limited to, the option to withhold for the purposes of set-off any money due to Contractor under this or any other Agreement, up to any amounts due and owing to County with regard to any contract with any Chautauqua County department, office or agency.

Severability. Should any part, term, or provision of this Agreement be determined, by a court of competent jurisdiction, to be invalid, unenforceable, illegal, or in conflict with any law, the validity, legality, and enforceability of the remaining portions shall not be impaired or affected.

Statutory Compliance. Contractor shall perform in accordance with all applicable federal, state, and local laws, rules and regulations, including without limitation any applicable provisions of the Labor Law of the State of New York. All statutory and regulatory provisions applicable to this Agreement are hereby incorporated by reference.