Schoharie County Security Services.pdf

February 16, 2024

NOTICE IS HEREBY GIVEN that sealed proposals will be received by the Schoharie County

(County) until 10:00 AM, Local Time, March 15, 2024, to provide Security Services.

Brief Description: Schoharie County is seeking proposals from licensed security service companies with trained, uniformed, unarmed security guards/officers to perform security services and screening at the Schoharie County Government Building.

Proposals must be in accordance with the provisions, specifications and instructions set forth herein and will be received by the Procurement Division until the above noted time, when they will be publicly acknowledged and accepted.

Please read the entire solicitation package and submit the bid in accordance with the instructions.

This document (less this invitation and the instructions) and any required response documents, attachments, and submissions will constitute the bid.

General, Process, or Technical Questions concerning this solicitation should be directed, IN

WRITING, to the Procurement contact below:

This Request for Proposals is issued by:

Jim Halios, Deputy County Administrator

James.halios@schoharie.co.ny.us

INSTRUCTIONS

i.1 VENDOR QUESTIONS: All questions regarding the contents of this solicitation, and solicitation process (including requests for ADA accommodations), shall be directed solely to the contact listed on Page 1. Questions should be submitted in writing via letter or email. Questions must be received by 10:00 am local time Monday, March 5, 2024. All questions will be answered by 5:00 pm local time Friday, March 8, 2024.

i.2 ADDENDA/CLARIFICATIONS: Any changes to the specifications will be in the form of an addendum. The County cannot be held responsible if a vendor fails to receive any addenda issued. The County shall not be responsible for any oral changes to these specifications made by any employees or officer of the County. Failure to acknowledge receipt of an addendum may result in disqualification of a proposal.

i.3 VENDOR CONFERENCE / SITE VISIT: Yes No

Mandatory Attendance: Yes No

If so, designated above, attendance is mandatory as a condition of submitting a proposal. The conference/site visit provides interested parties an opportunity to discuss the County's needs, inspect the site and ask questions. During any site visit you must fully acquaint yourself with the conditions as they exist and the character of the operations to be conducted under the resulting contract.

i.4 DUE DATE & TIME FOR SUBMISSION AND OPENING:

Date: March 15, 2024

Time: 10:00 AM (Local Time)

The County will open all proposals properly and timely submitted and will record the names and other information specified by law and rule. All proposals become the property of the County and will not be returned except in the case of a late submission. Respondent names, as read at the bid opening, will be posted on the County website. Once a notice of intent to award is posted or

30 days from day of opening elapses, whichever occurs earlier, proposals are available for inspection by contacting the Purchasing Officer.

i.5 PROPOSAL FIRM TIME: 30 Days from Opening

Proposal shall remain firm and unaltered after opening for the number of days shown above. The

County may accept the proposal, subject to successful contract negotiations, at any time during this time.

i.6 SUBMIT PROPOSALS TO: Bidders may mail or hand-deliver bids to the address below.

Schoharie County

Attn: Deputy County Administrator

Jim Halios

284 Main Street, Schoharie, NY 12157 or

PO Box 675, Schoharie, NY 12157 james.halios@co.schoharie.ny.us

Proposals will be received at this address. Proposers may mail, hand-deliver, or e-mail proposals;

fax submissions will not be accepted.

No responsibility will attach to the Schoharie County, its employees or agents for premature opening of a proposal that is not properly addressed and identified.

i.7 LATE PROPOSALS. The proposer assumes responsibility for having the proposal delivered on time at the place specified. All proposals received after the date and time specified shall not be considered and will be returned unopened to the proposer. The proposer assumes the risk of any delay in the mail or in handling of the mail by employees of Schoharie County, or any private courier, regardless whether sent by mail or by means of personal delivery. It shall not be sufficient to show that you mailed or commenced delivery before the due date and time. All times are Schoharie, NY local times. The proposer agrees to accept the time stamp in the Clerk of the Board’s Office as the official time.

i.8 LOBBYING. The integrity of the procurement process is critical. Communication regarding this solicitation for purpose of influencing the process or the award, between any person or affiliates seeking an award from this solicitation and the County is strongly discouraged. This does not prohibit public comment at any Board of Supervisors meeting. This shall not apply to vendor-initiated communication with the contact(s) identified in the solicitation or County-initiated communications for the purposes of conducting the procurement including but not limited to pre-bid conferences, clarification of responses, presentations if provided in the solicitation, requests for Best and Final Proposals, contract negotiations, protest/appeal resolution, or surveying non-responsive vendors.

i.9 COMMENCEMENT OF WORK. If proposer begins any billable work prior to the

County’s final approval and execution of the contract, proposer does so at its own risk.

i.10 RESPONSIBILITY TO READ AND UNDERSTAND. Failure to read, examine and understand the solicitation will not excuse any failure to comply with the requirements of the solicitation or any resulting contract, nor shall such failure be a basis for claiming additional compensation. If a vendor suspects an error, omission or discrepancy in this solicitation, the vendor must immediately and in any case not later than (seven (7) business days in advance of the due date notify the contact on page one (1). The County is not responsible for and will not pay any costs associated with the preparation and submission of the proposal. Proposers are cautioned to verify their proposals before submission, as amendments to or withdrawal of proposals submitted after the time specified for opening of proposals may not be considered. The

County will not be responsible for any proposer errors or omissions.

i.11 FORM AND CONTENT OF PROPOSALS. Unless otherwise instructed or allowed, proposals shall be submitted on the forms provided. An original and the designated number of copies of each proposal are required. Proposals, including modifications, must be submitted in ink, typed, or printed form and signed by an authorized representative. Please line through and initial rather than erase changes. If the proposal is not properly signed or if any changes are not initialed, it may be considered non-responsive. In the event of a disparity between the unit price and the extended price, the unit price shall prevail unless obviously in error, as determined by the

County. The County may require that an electronic copy of the proposal be submitted. The proposal must provide all information requested and must address all points. The County does not encourage exceptions. The County is not required to grant exceptions and depending on the exception, the County may reject the proposal.

i.12 SPECIFICATIONS. Technical specifications define the minimum acceptable standard.

When the specification calls for “Brand Name or Equal,” the brand name product is acceptable.

Other products will be considered upon showing the other product meets stated specifications and is equivalent to the brand product in terms of quality, performance and desired characteristics. Minor differences that do not affect the suitability of the supply or service for the

County’s needs may be accepted. The burden of proof that the product meets the minimum standards or is equal to the brand name product is on the proposer. The County reserves the right to reject proposals that the County deems unacceptable.

i.13 MODIFICATION / WITHDRAWAL OF PROPOSAL. Written requests to modify or withdraw the proposal received by the County prior to the scheduled opening time will be accepted and will be corrected after opening. No oral requests will be allowed. Requests must be addressed and labeled in the same manner as the proposal and marked as a MODIFICATION or

WITHDRAWAL of the proposal. Requests for withdrawal after the bid opening will only be granted upon proof of undue hardship and may result in the forfeiture of any proposal security.

Any withdrawal after the bid opening shall be allowed solely at the County’s discretion.

i.14 DEBARMENT DISCLOSURE. If the vendor submitting a proposal has been debarred, suspended, or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any federal, state, or local government, or if any such preclusion from participation from any public procurement activity is currently pending, the proposer shall include a letter with its proposal identifying the name and address of the governmental unit, the effective date of this suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. If suspension or debarment is currently pending, a detailed description of all relevant circumstances including the details enumerated above must be provided. A proposal from a proposer who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity may be rejected.

i.15 RESERVATIONS. The County reserves the right to reject any or all proposals or any part thereof; to rebid the solicitation; to reject non-responsive or non-responsible proposals; to reject unbalanced proposals; to reject proposals where the terms, prices, and/or awards are conditioned upon another event; to reject individual proposals for failure to meet any requirement; to award by item, part or portion of an item, group of items, or total; to make multiple awards; to waive minor irregularities, defects, omissions, technicalities or form errors in any proposal. The County may seek clarification of the proposal from proposer at any time, and failure to respond is cause for rejection. Submission of a proposal confers on proposer no right to an award or to a subsequent contract. The County is responsible to make an award that is in the best interest of the

County. All decisions on compliance, evaluation, terms and conditions shall be made solely at the County’s discretion and made to favor the County. No binding contract will exist between the proposer and the County until the County executes a written contract or purchase order.

i.16 OFFICIAL SOLICITATION DOCUMENT. Changes to the solicitation document made by a proposer may not be acknowledged or accepted by the County. Award or execution of a contract does not constitute acceptance of a changed term, condition or specification unless specifically acknowledged and agreed to by the County.

i.17 COPYING OF PROPOSALS. Proposer hereby grants the County permission to copy all parts of its proposal, including without limitation any documents and/or materials copyrighted by the proposer. The County’s right to copy shall be for internal use in evaluating the proposal.

i.18 CONTRACTOR ETHICS. It is the intention of the County to promote courtesy, fairness, impartiality, integrity, service, professionalism, economy, and government by law in the

Procurement process. The responsibility for implementing this policy rests with each individual who participates in the Procurement process, including Respondents and Contractors.

To achieve this purpose, it is essential that Respondents and Contractors doing business with the

County also observe the ethical standards prescribed herein. It shall be a breach of ethical standards to:

a. Exert any effort to influence any County employee or agent to breach the standards of ethical conduct.

b. Intentionally invoice any amount greater than provided in Contract or to invoice for

Materials or Services not provided.

c. Intentionally offer or provide sub-standard Materials or Services or to intentionally not comply with any term, condition, specification or other requirement of a County Contract.

i.19 GIFTS. The County will accept no gifts, gratuities or advertising products from proposers or prospective proposers and affiliates. The County may request product samples from vendors for product evaluation.

i.20 PROTESTS AND APPEALS. If a Respondent believes there is a mistake, impropriety, or defect in the solicitation, believes the County improperly rejected its proposal, and/or believes the selected proposal is not in the County’s best interests, the Respondent may submit a written protest. All protests and appeals are governed by the Schoharie County Purchasing Policy.

Instructions Evaluation i.21 EVALUATION PROCESS. Proposals will be reviewed by a screening committee comprised of County employees. The County staff may or may not initiate discussions with proposers for clarification purposes. Clarification is not an opportunity to change the proposal.

Proposers shall not initiate discussions with any County employee or official.

i.22 CRITERIA FOR EVALUATION AND AWARD. The County evaluates three (3) categories of information: responsiveness, responsibility, the technical proposal/price. All proposals must meet the following responsiveness and responsibility criteria.

a) Responsiveness. The County will determine whether the proposal complies with the instructions for submitting proposals including completeness of proposal which encompasses the inclusion of all required attachments and submissions. The County must reject any proposals that are submitted late. Failure to meet other requirements may result in rejection.

b) Responsibility. The County will determine whether the proposer is one with whom it can or should do business. Factors that the County may evaluate to determine "responsibility" include, but are not limited to: excessively high or low priced proposals, past performance, references

(including those found outside the proposal), compliance with applicable laws, proposer's record of performance and integrity- e.g. has the proposer been delinquent or unfaithful to any contract with the County, whether the proposer is qualified legally to contract with the County, financial stability and the perceived ability to perform completely as specified. A proposer must at all times have financial resources sufficient, in the opinion of the County, to ensure performance of the contract and must provide proof upon request. County staff may also use Dun & Bradstreet and/or any generally available industry information. The County reserves the right to inspect and review proposer’s facilities, equipment and personnel and those of any identified subcontractors.

The County will determine whether any failure to supply information, or the quality of the information, will result in rejection.

c) Technical Proposal. The County will determine how well proposals meet its requirements in terms of the response to the specifications and how well the offer addresses the needs of the project. The County will rank offers using a point ranking system (unless otherwise specified) as an aid in conducting the evaluation.

d) If less than three (3) responsive proposals are received, at the County’s sole discretion, the proposals may be evaluated using simple comparative analysis instead of any announced method of evaluation, subject to meeting administrative and responsibility requirements.

Evaluation Criteria (p19-20) Points

Demonstrated Experience of the Firm (Tab 2)

Qualifications and Availability of Security Staff (Tab 3)

Ability to Meet Scheduling

Requirements

References (Tab 4) 15

Services Pricing (Tab 5) 15 i.23 SHORT-LISTING. The County at its sole discretion may create a short-list of the highest ranked proposals based on evaluation against the evaluation criteria. Short-listed proposers may be invited to give presentations and/or interviews. Upon conclusion of any presentations/interviews, the County will finalize the ranking of shortlisted firms.

i.24 PRESENTATIONS/INTERVIEWS Presentations and/or interviews may be requested at the County’s discretion. The location for these presentations and/or interviews will be determined by the County and may be held virtually.

i.25 BEST & FINAL OFFERS. The County may request best & final offers if deemed necessary and will determine the scope and subject of any best & final request. However, the proposer should not expect that the County will ask for best & finals and should submit their best offer based on the terms and conditions set forth in this solicitation.

i.26 COST JUSTIFICATION. In the event only one response is received, the County may require that the proposer submit a cost proposal in sufficient detail for the County to perform a cost/price analysis to determine if the proposal price is fair and reasonable.

i.27 CONTRACT NEGOTIATIONS AND ACCEPTANCE. Proposer must be prepared for the County to accept the proposal as submitted. If proposer fails to sign all documents necessary to successfully execute the final contract within a reasonable time as specified, or negotiations do not result in an acceptable agreement, the County may reject proposal or revoke the award, and may begin negotiations with another proposer. Final contract terms must be approved or signed by the appropriately authorized County official(s). No binding contract will exist between the proposer and the County until the County executes a written contract or purchase order.

i.28 NOTICE OF INTENT TO AWARD. Notices of the County’s intent to award a Contract are posted to.

i.29 RFP TIMELINE. Dates are tentative and subject to change.

Release RFP: 2/15/2024.

Responses due: 3/15/2024.

Review proposals: 3/18/2024 - 3/22/2024.

Presentations (if requested): 4/2/2024.

Award recommendation: 4/2/2024.

Board of Supervisor’s authorization:4/19/2024

Contract begins: 5/1/2024*. (flexible based on contractor’s ability to hire staff)

TERMS AND CONDITIONS

S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: “vendor, contractor, supplier, proposer, company, parties, persons”, “purchase order, PO, contract, agreement”, “county, Schoharie, agency, requestor, parties”, “bid, proposal, response, quote”.

S.2 INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of the

Contractor to the City will be that of an independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor’s employees, not County employees. Accordingly, Contractor and Contractor’s employees are not entitled to any benefits provided to County employees including, but not limited to, health benefits, enrollment in a retirement system, paid time off or other rights afforded County employees. Contractor employees will not be regarded as County employees or agents for any purpose, including the payment of unemployment or workers’ compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the County, Contractor will defend, indemnify and hold harmless the County from all such claims.

S.3 SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the County. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein.

S.4 ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the City’s written consent. Any attempted assignment, either in whole or in part, without such consent will be null and void and in such an event the County will have the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve

Contractor from any of its obligations and liabilities under the Agreement.

S.5 SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

S.6 NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create, or will create any benefits, rights, or responsibilities in any third parties.

S.7 NON- EXCLUSIVITY. The County, in its sole discretion, reserves the right to request the materials or services set forth herein from other sources when deemed necessary and appropriate.

No exclusive rights are encompassed through this Agreement.

S.8 AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or material will be allowed unless approved in writing, in advance, by the County and Contractor.

S.9 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties’ obligations under this Agreement.

S.10 COMPLIANCE WITH APPLICABLE LAWS.

a. General. Contractor must procure all permits and licenses and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the County 's satisfaction any programs, procedures, and other activities used to ensure compliance.

b. Drug-Free Workplace. Contractor is hereby advised that the County has adopted a policy establishing a drug-free workplace for itself and those doing business with the

County to ensure the safety and health of all persons working on County contracts and projects. Contractor will require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties.

c. Federal and State Immigration Laws. Contractor agrees to comply with the

Immigration Reform and Control Act of 1986 (IRCA) in performance under this

Agreement and to permit the County and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States.

(i) As applicable to Contractor, under this provision, Contractor hereby warrants to the County that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees (hereinafter “Contractor Immigration

Warranty”).

(ii) A breach of the Contractor Immigration Warranty will constitute a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the County.

(iii) The County retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty.

Contractor agrees to assist the County in regard to any such inspections.

(iv) The County may, at its sole discretion, conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the County in regard to any random verification performed.

(v) Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 274B of the Federal Immigration and

Nationality Act.

d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor’s personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities

Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this

Agreement.

S.11 SALES/USE TAX, OTHER TAXES.

a. Contractor is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Contractor’s services under this Agreement, including by way of illustration but not limitation, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required.

If any taxing authority should deem Contractor or Contractor employees an employee of the County or should otherwise claim the County is liable for the payment of taxes that are Contractor’s responsibility under this Agreement, Contractor will indemnify the

County for any tax liability, interest, and penalties imposed upon the County.

b. The County is exempt from paying state and local sales/use taxes and certain federal excise taxes and will furnish an exemption certificate upon request.

S.12 AMOUNTS DUE TO THE COUNTY. Contractor must be current and remain current in all obligations due to the County during the performance of services under the Agreement.

Payments to Contractor may be offset by any delinquent amounts due the County or fees and charges owed to the County.

S.13 BACKGROUND CHECK. The County may conduct criminal, driver history, and all other requested background checks of Contractor personnel who would perform services under the

Agreement or who will have access to the County’s information, data, or facilities in accordance with the County’s current background check policies. Any officer, employee or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law.

S. 14 SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL.

The County will have final authority, based on security reasons: (i) to determine when security clearance of Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or entity may provide services under this Agreement. If the County objects to any Contractor personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from the County, remove any such individual from performance of services under this Agreement.

S.15 DEFAULT.

a. A party will be in default if that party:

(i) Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects

Contractor’s capability to perform under the Agreement.

(ii) Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days.

(iii) Conducts business in an unethical manner or in an illegal manner; or

(iv) Fails to carry out any term, promise, or condition of the Agreement.

b. Contractor will be in default of this Agreement if Contractor is debarred from participating in County procurements and solicitations in accordance with the County’s

Purchasing and Procedures Manual.

c. Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default. The defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the non-defaulting party to provide notice of the default does not waive any rights under the Agreement.

d. Anticipatory Repudiation. Whenever the County in good faith has reason to question

Contractor’s intent or ability to perform, the County may demand that Contractor give a written assurance of its intent and ability to perform. In the event that the demand is made, and no written assurance is given within five (5) calendar days, the County may treat this failure as an anticipatory repudiation of the Agreement.

S.16 REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default:

a. The non-defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party.

b. The County may purchase the services required under the Agreement from the open market, complete required work itself, or have it completed at the expense of Contractor.

If the cost of obtaining substitute services exceeds the contract price, the County may recover the excess cost by: (i) requiring immediate reimbursement to the County; (ii) deduction from an unpaid balance due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as provided by law. Costs includes any and all, fees, and expenses incurred in obtaining substitute services and expended in obtaining reimbursement, including, but not limited to, administrative expenses, attorneys’ fees, and costs.

c. The non-defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be available to it.

d. Neither party will be liable for incidental, special, or consequential damages.

S.17 CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to cease performance by the County, enjoined or prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement.

S.18 TERMINATION FOR CONVENIENCE. The County reserves the right to terminate this

Agreement in part or in whole upon thirty (30) calendar days’ written notice.

S.19 TERMINATION FOR NON-APPROPRIATION AND MODIFICATION FOR

BUDGETARY CONSTRAINT. The County is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the County reasonably determines that it does not have funds to meet its obligations under this Agreement, the County will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of such termination, the County agrees to provide written notice of its intent to terminate thirty (30) calendar days prior to the stated termination date.

S.20 PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this

Agreement, Contractor will be entitled only to payment for those services performed up to the date of termination, and any authorized expenses already incurred up to such date of termination.

The County will make final payment within thirty (30) calendar days after the County has both completed its appraisal of the materials and services provided and received Contractor’s properly prepared final invoice.

S.21 NON-WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies.

S.22 INDEMNIFICATION/LIABILITY.

a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the County, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or

Contractor personnel’s failure to comply with or fulfill the obligations established by this

Agreement.

b. Contractor will update the County during the course of the litigation to timely notify the County of any issues that may involve the independent negligence of the County that is not covered by this indemnification.

c. The County assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or use of

Contractor-provided supplies or services.

S.23 WARRANTY. Contractor warrants that the services and materials will conform to the requirements of the Agreement. Additionally, Contractor warrants that all services will be performed in a good, workman-like and professional manner. The County’s acceptance of services or materials provided by Contractor will not relieve Contractor from its obligations under this warranty. If any materials or services are of a substandard or unsatisfactory manner as determined by the County, Contractor, at no additional charge to the County, will provide materials or redo such services until in accordance with this Agreement and to the County’s reasonable satisfaction. Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current manufacture and not discontinued, will be free of defects in materials and workmanship, will be provided in accordance with manufacturer's standard warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published specifications.

S.24 THE COUNTY’S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the County’s right to recover against third parties for any loss, destruction, or damage to County property, and will at the County’s request and expense, furnish to the County reasonable assistance and cooperation, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the County in obtaining recovery.

S.25 NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of materials or services or any materials or services at all under this Agreement and acknowledges and agrees that the materials or services will be requested by the County on an as needed basis at the sole discretion of the County. Any document referencing quantities or performance frequencies represent the County's best estimate of current requirements, but will not bind the County to purchase, accept, or pay for materials or services which exceed its actual needs.

S.26 OWNERSHIP. All deliverables, services, and information provided by Contractor or the

County pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the County and will not be used or released by Contractor or any other person except with prior written permission by the County.

S.27 USE OF NAME. Contractor will not use the name of the Schoharie County in any advertising or publicity without obtaining the prior written consent of the County.

S.28 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these services and such loss, injury, or destruction will not release Contractor from any obligation hereunder.

S.29 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to

County real property or damage or loss of County personal property when such property is the responsibility of or in the custody of Contractor or its employees.

S.30 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the

County to use, the materials and services being provided and that the County may use same without suit, trouble or hindrance from Contractor or third parties.

S.31 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the County against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the County in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the County’s use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the County the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the County an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5) years, plus any additional costs the County may incur to acquire substitute supplies or services.

S.32 CONTRACT ADMINISTRATION. The contract will be administered by the

Procurement Division and/or an authorized representative from the using department. All questions regarding the contract will be referred to the Procurement Division for resolution.

Supplements may be written to the contract for the addition or deletion of services.

S.33 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event.

The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred-twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties.

S.34 COOPERATIVE USE OF CONTRACT. The County has entered into various cooperative purchasing agreements with other government agencies. Under a Cooperative

Purchasing Agreement, any contract may be extended for use by other municipalities, school districts and government agencies with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency.

Orders placed by other agencies and payment thereof will be the sole responsibility of that agency. The County is not responsible for any disputes arising out of transactions made by others.

S.35 FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the

County’s Procurement Division.

S.36 NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via facsimile. If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent via overnight courier or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof.

S.37 GOVERNING LAW, VENUE. This Agreement is governed by the laws of the State of

New York. The exclusive venue selected for any proceeding or suit in law or equity arising from or incident to this Agreement will be Schoharie County, New York.

S.38 INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed.

S.39 PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this

Agreement is a part of this Agreement as if fully stated in it.

S.40 SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect. The parties will negotiate diligently in good faith for such amendment(s) of this

Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability.

S.41 SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion, termination, or other expiration of this

Agreement will not release any party from any liability or obligation arising prior to the date of termination

Detailed Specifications

1. GENERAL PURPOSE. Schoharie County is seeking proposals from licensed security service companies with trained, uniformed, unarmed security guards/officers to perform security services for various departments and locations within Schoharie County.

2. Current Servicing location

ADDRESS;

Schoharie County Government Building

284 Main Street

Schoharie County, NY

Additional locations may be added / deleted during term of contract.

3. SCOPE OF WORK. The specific schedule and work requirements for the listed locations are described below. These requirements shall not preclude the County from requesting additional tasks and/or duties related to security.

General staffing (guards/officers) requirements include:

• All personnel must be able to communicate orally, read, and write, in English.

• A minimum of three (3) security staff members shall be scheduled during regular business hours (Monday – Friday, 9:00 am – 5:00 pm excluding any observed holidays).

After hours and weekend security staffing will be determined by the contractor and the

Undersheriff.

• Customer Service and an event-attendee’s positive experience is a priority in Schoharie

County. All security staff must demonstrate a commitment to be courteous, helpful, attentive, and alert during their shifts.

• All personnel shall maintain a professional appearance and demeanor, be properly uniformed for the assignment, and wear an identification badge at all times (a minimum of three [3] photos of guard/officer uniforms are required with RFP response).

Appropriate equipment will be provided by the vendor to all staff – a cell phone or radio is a requirement; a County radio may be provided to the on–site manager during County events.

• Security guards/officers are prohibited from carrying weapons of any kind, including but not limited to firearms, nightsticks, martial arts weapons or equipment, batons, or any chemical agent spray or liquid.

• Vendor shall provide appropriate and necessary management and supervision for all employees and shall be solely responsible for instituting any disciplinary action of employees not in compliance with the vendor’s rules and regulations, as well as any other policy established by the contracting parties.

• The County reserves the right to require immediate removal of any security personnel deemed unfit for service. The Vendor must have appropriate staffing resources to be able to provide a replacement within twenty-four (24) hours.

A security guard/officer shall be stationed at the County Government Center lobby reception desk Monday through Friday, 8:00 a.m. until 5:00 p.m. (EST), excluding

County recognized holidays. Additionally extended evening hours while County meetings are taking place, selected Saturday hours from 8:00am-1:00pm for civil service testing, and Saturdays and Sundays (2 officers) for early voting as determined by the

County Board of Elections.

a. The security guards/officers assigned to the County Government Center shall be trained and experienced in building security, customer service, and handling difficult people as well as escalated situations.

c. The security guard/officer shall assist County staff with disruptive and/or unruly visitors. This includes asking individual(s) to leave the premises and/or coordinating with the County of Schoharie County Sheriff to escort the individual(s) off the premises.

d. The security guard/officer shall report any unusual activity to Schoharie County

Sheriff Deputy on premises.

c. The security guard/officer shall assist County staff in the event of an emergency, including assistance during a building evacuation.

f. The security guard/officer stationed at this site will be required to submit a daily incident/operating report which shall include the roster of all visitor(s) that entered/exited the building and any events of suspicious nature that required supplemental attention including all parties involved (i.e. sheriff, department staff, etc.).

g. The County will equip the reception desk with standard equipment including a computer, phone, and a two-way (2-way) radio to be used for business purposes only.

h. The County will provide codes for the vendor to access the building. Vendor shall require all employees performing under this contract to personally sign and be responsible for each code to gain entry to the building. Key codes are to be used only by the individual who has been assigned the card and approved by

Schoharie County. When an individual is no longer employed by the Vendor, the card must be reassigned using the County employee exit procedures. Procedures will be provided to the awarded vendor. If a code is lost, the Public Works

Department must be notified immediately. The use of an access card by any person other than the individual to whom the code is assigned will be cause for termination of the Contract.

4. MINIMUM QUALIFICATIONS. Companies responding to this RFP, and their employees, will be properly licensed in accordance with state, county, and/or city requirements, and be able to demonstrate relevant experience and qualifications to comply with the requirements set forth herein. A minimum of three (3) references, preferably from other public entities for which similar services have been provided, are required.

Milestones

1. ANTICIPATED BEGINNING AND END DATE OF INITIAL TERM. May 1, 2024 –

April 30, 2025,If the commencement of performance is delayed because the County does not execute the contract on the start date, the County may adjust the start date, end date and milestones to reflect the delayed execution.

2. EXTENSION. The County reserves the right to extend the term of this contract, provided however, that the County shall give written notice of its intentions to extend this contract no later than thirty (30) days prior to the expiration date of the contract.

3. RENEWAL. At the end of the initial term of this contract, the County may initiate renewal(s) as provided herein. The decision to renew a contract rest solely with the

County. The County will give written notice of its intention to renew the contract no later than thirty (30) days prior to the expiration. A Three (3), one (1) year renewal is possible at the County’s option.

4. PRICES. All pricing shall be firm for…