Document cortlandcountyny_gov_doc_036316129f

1 INVITATION TO BID PROCESSED CONSTRUCTION AND DEMOLITION DEBRIS FOR USE AS ALTERNATE DAILY COVER CORTLAND COUNTY LANDFILL GENERAL NOTES: Sealed bid proposals for providing processed construction and demolition debris for use as alternate daily cover at the County landfill will be received at the County Highway Department Offices located at 4267 Traction Drive, Cortland, New York 13045, until 2:00 P.M. local time on June 28th, 2018, at which time they will be opened and read aloud. Bid proposals shall be placed in a sealed envelope with the following clearly marked on the front of the envelope:  Bidder’s Name and Address  “Cortland County Landfill - Alternate Daily Cover”  Date and time of Bid opening Bid proposals may be hand delivered to the Highway Department Offices at the location mentioned above beginning at 9 a.m. local time on the day of the bid until the time of the bid opening. Bid proposals may also be mailed using regular mail to the following address: Cortland County Highway Department 60 Central Avenue Cortland, NY 13045 Bid proposals may also be “overnight” or otherwise shipped to the following address: Cortland County Highway Department 4267 Traction Drive Cortland, NY 13045 Bid proposals that are mailed using regular mail must be received in the regular Highway Department mail delivery the day before the bid opening. Bid proposals that are “overnight” or otherwise shipped must be received by 2:00 p.m. local time on the day of the bid opening. Bids received after the times described above will not be opened and will be returned to the bidder. Bid Specifications may be downloaded from the Cortland County website on or after June 11th, 2018 at the following website address: http://www.cortland-co.org/Bids.aspx under the link entitled: “Cortland County Landfill – Alternate Daily Cover” ---PAGE BREAK--- 2 It is the responsibility of the Bidder to check the Website for addenda. The final date for posting addenda to the Website will be 5 working days prior to the bid opening date. Questions regarding the contract documents for this project may be directed to Mr. Greg Ernst, Supervisor, Solid Waste Management at (607) 756-8077. All Bids must be written in ink on the forms provided. The Bidder must submit 2 copies: the original and one extra copy. If a successful low bidder should fail to deliver the services or equipment specified above in the condition and time frame stated, the County shall reserve the right to purchase from the next lowest bidder. All bidders will be required to sign a statement of non-collusion, which is included in the Proposal. Non-Collusion and State Finance Law certifications shall apply to this bid, and they must be signed and submitted by the bidder with the bid. The County of Cortland reserves the right to accept or reject any or all bids, to waive any informality in any bids, and to award the Contract in the County’s best interest. The County reserves the right to make the award within forty-five (45) days after the date of the bid opening, during which period bids shall not be withdrawn. Bid Specifications Cortland County is soliciting bids for processed construction and demolition debris for use as alternative daily cover at the Cortland County Landfill. This material must meet the following specifications: 1. It must meet the regulations of the New York State Department of Environmental Conservation (NYSDEC), Part 360, including Section 360.12 and 360.13, all of which is incorporated herein by reference. 2. The contractor is responsible to deliver such material in vehicles or equipment deemed acceptable to the County’s Superintendent of Highways. Such hauling vehicles or equipment and personnel must meet all applicable State and Federal requirements and must possess proper “tracking documents” for the alternative daily cover material for each and every load as required by NYSDEC regulations and must provide a copy of such “tracking documents” for retention by the County at its Landfill facility located at 4708 Town Line Road, McGraw, NY 13101 3. The contractor agrees and certifies that deliveries will contain only material processed by and from the sites listed in the Bid Document. The Contractor also certifies that this/these facilities meet the NYSDEC regulations for use as alternative daily cover in Part 360 permitted landfills. 4. The contractor agrees to the testing of its material delivered to the County facility. The testing shall be as follows, and shall be performed at least twice during the contract period for each of the sources, except for the “Organics” and “Size” tests which shall be conducted ---PAGE BREAK--- 3 at least once every three months. Full TCLP List Total PCB’s Asbestos Organics (quarterly) Size (quarterly) The test sampling will be conducted by representatives or agents of Cortland County at the times of the County’s choosing, and said samples shall be forwarded to a certified laboratory of Cortland County’s choosing for analysis. The cost of this testing will be the responsibility of the contractor. PCB’s must be tested to a non-detect level less than 20 parts per billion (PPB). This detection limit needs to be confirmed with the lab performing the analysis, as some labs may not be able to test down to the 20 PPB level. The County retains the right to perform additional testing, which shall be done at its own cost. If additional testing is requested by the County due to prior test results indicating that the contractor’s material is not within acceptable levels, the additional tests shall be at the cost of the contractor. The contractor agrees and consents that the County may have access to and receive records regarding the contractor’s operations as they relate to the alternative cover material, for which records may be in the possession of the contractor, NYSDEC, laboratories or other Federal, State or Local entities. A copy of the contract shall be deemed sufficient basis for disclosure as if the contractor had specifically consented thereto. 5. The contractor will not deliver, cause or permit the delivery of hazardous waste or other substance (including but not limited to paper, cardboard, plastic or any other non-C&D waste), not fully compliant with NYSDEC alternative daily cover regulations set forth at 360.12, or otherwise not acceptable under the County’s NYSDEC permit. The contractor agrees that this representation and promise includes actions of any subcontractor’s agents or employees. The contractor will be fully responsible for remediation and any and all related costs without limitation in the event of a violation of any term of the agreement. Further, this paragraph shall survive the termination of the agreement. 6. The County agrees to accept certain amounts of the contractor’s alternative daily cover material which the County may properly utilize under its NYSDEC permit and which is deemed appropriate to the personal satisfaction of the County’s Superintendent of Highways. The alternate daily cover material will be accepted during normal landfill hours unless the parties specifically agree in writing to alternate times and shall not exceed such amount needed on a weekly basis as the Superintendent of Highways in his sole discretion shall prescribe. The contractor agrees to provide between 4,500 and 6,000 tons of alternative daily cover material annually, unless otherwise agreed in writing by the parties. 7. The County agrees to bill the contractor directly for alternate daily cover charges on a basis. A statement shall be sent out the first week of each month billing the total number of tons for that calendar month at the price bid by the contractor. The contractor agrees to pay the County by the last day of the month of which the statement is mailed. Failure to pay in a timely fashion may result in the termination of the contract. ---PAGE BREAK--- 4 8. The term of the agreement shall be for two years with the options to extend the agreement for another two years at the acceptance of both parties. 9. Either party may terminate the agreement without cause upon thirty (30) days written notice to the other. The County may terminate the agreement immediately upon written notice to the contractor in the event that the Superintendent of Highways in his sole discretion deems the contractor to have violated any term of this agreement, in which case such term or terms shall be identified in the notice of termination or if NYSDEC requires the cessation of receipt of such material at the Town of Solon facility. Any termination with or without cause will not negate the contractor’s obligations under Section 5 and these obligations shall survive and continue. 10. The contractor agrees to be bound by the terms and provisions of Attachment A. ---PAGE BREAK--- 5 CORTLAND COUNTY HIGHWAY DEPARTMENT PROCESSED C&D AS ALTERNATE DAILY COVER BID SHEET Unit Price: per ton of processed Construction and Demolition Debris as per Specifications Bidder: Print Name: Signature: Title: Date: Checklist of documents to be returned: ---PAGE BREAK--- 6  Copy of signed contract  Exhibit A: Acknowledgement and Agreement to Comply with Standard Clauses for New York State Contracts (Appendix A)  Exhibit B: Drug Free Workplace  Exhibit C: Non-Collusive Bidding Certification Required by Section 139-D of the State Finance Law  Exhibit D: Conflict of Interest Disclosure  Proof of Insurance (Liability, Disability, Workers’ Compensation, Vehicle, etc.) o “County of Cortland” must be named as an Additional Insured o For projects over $25,000; Insurance must include ‘per project aggregate’ endorsement  Copy of NYS Certificate of Authority to do Business in New York State  Proof that signatory is at least a 50% owner and has the authority to act on behalf of the business  Copy of active NYS MWBE Certification (if applicable)  Current W9 ---PAGE BREAK--- 7 ATTACHMENT A: AGREEMENT THIS AGREEMENT, entered into this day of by and between the COUNTY OF CORTLAND, New York, (the “COUNTY”), a municipal corporation organized and existing under the laws of the State of New York with offices at 60 Central Avenue, Cortland, New York 13045, (the “CONTRACTOR”), with offices located at WITNESSETH, that the COUNTY and the CONTRACTOR, for the consideration hereafter named, agree as follows: ARTICLE 1. WORK TO BE DONE AND CONSIDERATION THEREFORE The CONTRACTOR shall furnish ALTERNATE DAILY COVER, per the specifications, as described above. ARTICLE 2. TERM The CONTRACTOR agrees to perform the services and/or supply goods beginning 20___ and ending 20___ , a period of two years, with an option to extend for an additional 2 year period up mutual agreement. ARTICLE 3. ACCEPTANCE AND PAYMENT The COUNTY agrees to bill the CONTRACTOR directly for alternate daily cover charges. The CONTRACTOR shall be billed at the amount bid per ton, per the specifications. ARTICLE 4. CONTRACTOR’S INSURANCE A.1 The CONTRACTOR shall not commence work under this Contract until he/she/it has obtained all insurance required under this paragraph and the COUNTY has approved such insurance. The COUNTY requires the following insurance coverage and amounts: ---PAGE BREAK--- 8 Comprehensive General Liability, including personal injury coverage of $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate and property damage coverage in the amount of $500,000.00 per occurrence and $1,000,000.00 in the aggregate. (ii) Automobile coverage with a combined single limit of $1,000,000.00. (iii) Statutory Workers’ Compensation, Disability Coverage, and Unemployment Insurance. (iv) Professional Liability Insurance in the amount of $1,000,000.00 where applicable. Specialty Insurance as noted below: Not Applicable if checked  Type: Coverage Limit A.2 Such policies are to be in the broadest form available on usual commercial terms and shall be written by insurers of recognized financial standing satisfactory to the COUNTY and who have been fully informed as to the nature of the services to be performed. Except for Worker’s Compensation and professional liability, the COUNTY shall be an additional insured on all such policies with the understanding that any obligations imposed upon the insured (including without limitation, the liability to pay premiums) shall be the sole obligations of the CONTRACTOR and not those of the COUNTY. The CONTRACTOR irrevocably waives all claims against the COUNTY for all losses, damages, claims or expenses resulting from risks commercially insurable under the insurance described in this paragraph. The provision of insurance by the CONTRACTOR shall not in any way limit the CONTRACTOR’S liability under this agreement. B. The CONTRACTOR shall submit at the time of the execution of this agreement, certificates of insurance properly executed by an authorized representative of its insurance underwriter, evidencing such insurance policies to be in full force and effect, naming the COUNTY which shall assume to include its officers, employees, agents and representatives as additional insured. The certificates of insurance shall name specifically “Cortland County, 60 Central Avenue, Cortland, New York 13045” as an additional insured. In addition, the CONTRACTOR must provide an endorsement to the policy showing that the COUNTY is actually insured together with a copy of the policy declarations page. C.1 Each policy of insurance shall contain clauses to the effect that: such insurance shall be primary without right of contribution of any other insurance carried by or on behalf of the COUNTY with respect to its interests, (ii) it shall not be cancelled, including, without limitation, for non-payment of premium, or materially amended, without 30 days prior written notice to the COUNTY, directed to the contracting department and the office of the County Attorney and to the office of ---PAGE BREAK--- 9 the Chair of the Legislature, and the COUNTY shall have the option to pay any necessary premiums to keep such insurance in effect and charge the cost back to the CONTRACTOR. C.2 To the extent it is commercially available, each policy of insurance shall be provided on an “occurrence” basis. If any insurance is not so commercially available on an “occurrence” basis, it shall be provided on a “claim made” basis, and all such “claims made” policies shall provide that: Policy retroactive dates coincide with or precede the CONTRACTOR’S start of the performance of the services (including subsequent policies purchased as renewals or replacements); (ii) The CONTRACTOR will maintain similar insurance for at least 6 years following final acceptance of the services; (iii) If the insurance is terminated for any reason, the CONTRACTOR agrees to purchase an unlimited extended reporting provision to report claims arising from the services performed for the County; (iv) Immediate notice shall be given to the COUNTY through the contracting department and the office of the County Attorney and to the office of the Chair of the Legislature of circumstances or incidents that might give rise to future claims with respect to the services performed under this agreement; Notice of termination of any such policies must be provided to the COUNTY at least ten (10) days in advance of such Notice of termination. CONTRACTOR shall, on or before this 10-day period, provide the COUNTY with a prospective Certificate of Insurance with the above coverage and limits for the balance of the term of this agreement; and (vi) The CONTRACTOR shall obtain replacement insurance within ten (10) days in the absence of which CONTRACTOR shall be in breach of this Agreement. D. All insurance coverage required to be purchased and maintained by the CONTRACTOR under this agreement shall be primary for the defense and indemnification on any action or claim asserted against the COUNTY and/or the CONTRACTOR for work performed under this agreement, regardless of any other collectible insurance or any language in the insurance policies which may be to the contrary. E. Any accident shall be reported to the COUNTY as soon as possible and not later than twenty-four (24) hours from the time of such accident. A detailed written report must be submitted to the COUNTY as soon thereafter as possible and not later than three days after the date of such accident. ---PAGE BREAK--- 10 ARTICLE 5. REPRESENTATIONS OF CONTRACTOR The CONTRACTOR represents and warrants: That he/she/it is financially solvent, that he/she/it is licensed to the extent required by law, and that he/she/it is experienced in and competent to perform the services as described in Article 1 above, (ii) That he/she/it has not been convicted of a crime under the laws of the United States or of any state, (iii) That he/she/it has not been disqualified from performing any contract funded by the United States or the State of New York and that there is no proceeding pending or threatened against the Contractor by either government, (iv) That no officer or employee of the County has an interest in this agreement, which would disqualify the CONTRACTOR from performing this agreement and receiving payment therefor, That he/she/it’s facilities, if used in the performance of this agreement, are accessible to the handicapped or will be made accessible to the handicapped in accordance with applicable regulations, (vi) That he/she/it is familiar with all Federal, State, municipal and departmental laws, ordinances and regulation which may in any way affect the work or those employed therein. (vii) That he/she/it shall comply with all standard New York State contract requirements as set forth in Exhibits A-D and Appendix A; attached and annexed hereto. ARTICLE 6. PERMITS AND REGULATIONS The CONTRACTOR shall procure and pay for all permits and licenses necessary for the services to be rendered hereunder. ARTICLE 7. APPROPRIATIONS If this agreement is funded by a grant or contract between the COUNTY and the State or Federal government or is otherwise subject to legislative appropriation, the COUNTY shall not be liable beyond the funds authorized by such legislation or provided by the COUNTY, State or Federal governments. In the event that such funding shall be terminated or reduced, this agreement shall end on the effective date of notice of termination. ---PAGE BREAK--- 11 The COUNTY shall remain liable for all charges and expenses incurred prior to the date of termination. If funding is reduced below the level authorized by the COUNTY and the parties do not desire to terminate this agreement, funding shall be deemed to have been reduced to the amount authorized by the State or Federal government as set forth in notice given by the COUNTY to the CONTRACTOR. ARTICLE 8. COUNTY’S RIGHT TO STOP WORK OR TERMINATE CONTRACT A. The COUNTY shall have the right to stop work or terminate the Contract if: The CONTRACTOR is adjudged bankrupt or makes an assignment for the benefit of creditors; or (ii) A receiver or liquidator is appointed for the CONTRACTOR or for any of his/her/it’s property and is not dismissed within twenty (20) days after such appointment or the proceedings in connection therewith are not stayed on appeal within said twenty (20) days; or (iii) The CONTRACTOR refuses or fails to prosecute the work or any part thereof with due diligence; or (iv) The CONTRACTOR fails to make prompt payment to persons supplying labor for the work; or The CONTRACTOR fails or refuses to comply with all applicable laws, regulations or ordinances applicable to the performance of this agreement; or (vi) The determination that any representation or certification made under this agreement is untrue; or (vii) The CONTRACTOR violates any provision of the Contract; (viii) In any event, the COUNTY, without prejudice to any other rights or remedy it may have, may by seven days notice to the CONTRACTOR, terminate this contract pursuant to the grounds stated herein. In such case, the CONTRACTOR shall not be entitled to receive any further payment until the work is complete. If the unpaid balance of the compensation to be paid to the CONTRACTOR hereunder exceeds the expense of completing the work, such excess shall be paid to the CONTRACTOR. If such expense exceeds such unpaid balance, the CONTRACTOR shall be liable to the COUNTY for such excess. ---PAGE BREAK--- 12 (ix) COUNTY may terminate this contract upon thirty (30) days written notice to the CONTRACTOR if deemed in the best interest of the COUNTY. COUNTY may terminate if the contract is not funded. B. Upon termination of this agreement, the CONTRACTOR shall comply with all County close- out procedures, including but not limited to: Accounting for and refunding to the COUNTY within 30 days, any unexpended funds which have been paid to the CONTRACTOR pursuant to this agreement; (ii) Not incur any further obligations pursuant to this agreement after the termination date; (iii) Submit to the COUNTY, within 30 days of termination, a full report of receipts and expenditures of funds, program activities, and obstacles, if any, attendant to CONTRACTOR’S performance of this agreement; and (iv) Furnishing within 30 days an inventory to the COUNTY of all equipment, appurtenances and property purchased by the CONTRACTOR through or provided under this agreement, and carrying out any COUNTY directive concerning the disposition thereof. C. If the COUNTY terminates this agreement for cause, the COUNTY may procure, upon such terms and in such manner as it deems appropriate, services similar to those so terminated, and any services so procured by the COUNTY to complete the services herein will be charged to the CONTRACTOR and/or set off against any sums due the CONTRACTOR. D. If the CONTRACTOR defaults, the COUNTY may at its option: Terminate this agreement; and/or (ii) Recover counsel fees and all costs incurred to enforce this agreement; and/or (iii) Obtain replacement goods or services and hold the CONTRACTOR responsible for the replacement costs or expenses; and/or (iv) Pursue such other remedies as may be available under law or this agreement. These remedies are cumulative. E. Notwithstanding any other provisions of this agreement, the CONTRACTOR shall not be relieved of liability to the COUNTY for damages sustained by the COUNTY by virtue of the CONTRACTOR’S breach of the agreement or failure to perform in accordance with applicable professional standards, and the COUNTY may withhold payments to the CONTRACTOR for the purpose of set-off until such time as the exact amount of damages due to the COUNTY from the CONTRACTOR is determined. The rights and remedies of the COUNTY provided herein shall not ---PAGE BREAK--- 13 be exclusive and are in addition to any other rights and remedies provided by law or by this agreement. ARTICLE 9. INDEMNIFICATION / HOLD HARMLESS The CONTRACTOR shall indemnify, defend and hold the COUNTY, its Departments, and its officers, employees, contractors, representatives and agents harmless from and against any and all claims, fines, demands, losses, damages and expenses, including attorney’s fees, relating to or arising out of any negligent or intentional acts and/or omissions of the CONTRACTOR or any of its directors, officers, employees, contractors, representatives, or agents. ARTICLE 10. MONITORING OF PERFORMANCE The COUNTY shall have the right during the term of this agreement and for the period limited by the applicable statute of limitations to ensure that the services to be provided b the Contractor have been provided as agreed. The CONTRACTOR herby consents to the examination of the CONTRACTOR’S records and agrees to provide to or permit the COUNTY to obtain copies of any documents relating to the performance of this agreement. The CONTRACTOR shall maintain all records required by this paragraph for seven years after the date this agreement is terminated or ends; whichever last occurs. ARTICLE 11. INDEPENDENT CONTRACTOR The CONTRACTOR, including all its officers, employees and agents agrees that their relationship to the COUNTY and any of its Departments or units, is that of an independent contractor, and said CONTRACTOR covenants and agrees that they will not conduct themselves as, nor hold themselves out as, nor claim to be an officer or employee of the COUNTY by reason hereof and that they will not claim, demand or make an application to or for any right or privilege applicable to an officer or employee of the COUNTY, including, but not limited to, Workers’ Compensation coverage, Unemployment Insurance benefits, Social Security coverage, medical and/or dental benefits, or retirement membership or credit. As an independent contractor, the CONTRACTOR shall be solely responsible for determining the means and methods of performing the services and shall have complete charge and responsibility for the CONTRACTOR’S personnel engaged in the performance of the services. However, if any personnel of the CONTRACTOR act in a manner that is detrimental to the COUNTY, the COUNTY may require the CONTRACTOR to remove or replace such personnel with respect to the performance of services under this agreement. ---PAGE BREAK--- 14 ARTICLE 12. ASSIGNMENT Neither party may assign or sub-contract this contract or any portion thereof, without prior written consent of the other party hereto. ARTICLE 13. REQUIRED PROVISIONS OF LAW Each and every provision of law and clause required by law to be inserted in this Contract shall be deemed to have been inserted herein. If any such provision is not inserted, through mistake or otherwise, then upon the application of either party, this Contract shall be physically amended to make such insertion. ARTICLE 14. VENUES AND DISPUTES The exclusive means of disposing of any dispute arising under this Agreement shall be decided in a New York State Court of competent jurisdiction located within Cortland County, New York. There shall be no right to binding arbitration. Pending final resolution of a dispute, the CONTRACTOR shall proceed diligently with performing the terms of this Agreement. The CONTRACTOR waives any dispute or claim not made in writing and received by the COUNTY within thirty (30) days of the occurrence giving rise to the dispute or claim. The claim must be in writing for a sum certain and any money requested must be fully supported by all cost and pricing information. ARTICLE 15. REMEDIES The remedies specified herein shall be cumulative and in addition to any other remedies available of law or in equity. Waiver of a breach of any provision of this Agreement shall not constitute a waiver of any other or future breach of the same provision or any other provision of the Agreement. ARTICLE 16. NOTICES All notices of any nature referred to in this agreement shall be in writing and sent by registered or certified mail, postage pre-paid, to the respective addresses set forth below or to such other addresses as the respective parties may designate in writing. To the CONTRACTOR: Business Name: Physical Mailing Address: Contact Person: Telephone E-Mail Address: To the COUNTY: Chair of the Legislature (and) ---PAGE BREAK--- 15 (Department originating contract) County of Cortland (contact person) 60 Central Avenue (address) Cortland, New York 13045 ---PAGE BREAK--- 16 ARTICLE 17. SEVERABILITY In the event any provision hereof shall be held for any reason to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the remaining provisions of this agreement, which shall continue in full force and effect. ARTICLE 18. WAIVER No waiver of any breach of any condition of this Agreement shall be binding unless in writing and signed by the party waiving said breach. No such waiver shall in any way affect any other term or condition of this Agreement or constitute a cause or excuse for a repetition of such or any other breach unless the waiver shall include the same. ARTICLE 19. MODIFICATION This Agreement constitutes the complete understanding of the parties. No modification of any provisions thereof shall be valid unless in writing and signed by both parties. ARTICLE 20. EXECUTORY CLAUSE The COUNTY shall have no liability under this Agreement to the CONTRACTOR or to anyone else beyond funds appropriated and available for this Agreement. ARTICLE 21. RECORDS RETENTION AND AUDIT A. The COUNTY, the State of New York, and the United States shall have the right at any time during the term of this agreement and for the period limited by the applicable statute of limitations to audit the payment of monies hereunder. Additionally, the CONTRACTOR shall: Comply with any demands made by the COUNTY to provide information with respect to the payment of monies hereunder during the period covered by this paragraph; (ii) Maintain its books and records in accordance with generally accepted accounting principles or such other method of account, which is approved in writing by the COUNTY prior to the date of this agreement; (iii) Maintain the revenues and expenditures in connection with this agreement so they are separately identifiable; (iv) Fully document each expenditure or claim for payment. Expenditure or claims for payment which are not fully documented may be disallowed; Agree to provide to or permit the COUNTY to examine or obtain copies of any documents relating to the payment of money to the CONTRACTOR or expenditures made by the CONTRACTOR for which reimbursement is made to the CONTRACTOR by the COUNTY; ---PAGE BREAK--- 17 (vi) Maintain all records required by this paragraph for seven years after the date this agreement is terminated or ends. B. If the CONTRACTOR has expended, in any fiscal year, $300,000.00 or more in funds provided by the Federal financial assistance program from a Federal agency pursuant to this agreement and all other contracts with the COUNTY, the CONTRACTOR shall provide the COUNTY with an audit prepared by an independent auditor in accordance with the Single Audit Act of 1984, 31 U.S.C. §7501, et seq., as amended, and the regulations adopted pursuant to such Act. C. In addition to the foregoing, if this agreement is financed by Medicare reimbursements, then until the expiration of four years after the furnishing of the services provided under this agreement, the CONTRACTOR will make available to the Secretary, U.S. Department of Health and Human Services, and the U.S. Comptroller General, and their representatives, this agreement and all books, documents, and records necessary to certify the nature and extent of the costs of those services. If the CONTRACTOR carries out the duties of the agreement through a subcontractor worth $10,000.00 or more over a 12-month period with a related organization, the subcontract will also contain an access clause to permit access by the Secretary, Comptroller General, and their representatives to the related organization’s books and records. ARTICLE 22. APPLICABLE LAW This Agreement is governed by the laws of the State of New York. All disputes relating to this agreement shall be heard in a court of competent jurisdiction having venue in Cortland County. ARTICLE 23. PRIVACY AND SECURITY (HIPAA) (APPLICABLE TO ALL CONTRACTS FOR GOODS AND SERVICES WHICH RELATE TO MEDICAL RECORD-KEEPING) The purpose of this clause is to set forth the requirements for privacy and security of protected health information (“PHI”) mandated by 45 CFR Part 164 as they apply to the services provided by CONTRACTOR on behalf of COUNTY. Terms and conditions required relative to this agreement are incorporated and attached to this agreement as “Exhibit ---PAGE BREAK--- 18 IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreement in duplicate (2 copies) each of which shall be deemed an original on the date written. COUNTY OF CORTLAND DATE: BY: Charles Sudbrink, Chair Cortland County Legislature Acknowledgement STATE OF NEW YORK ) COUNTY OF CORTLAND ) ss.: On this______ day of before me, the undersigned, a Notary Public in and for said State, personally appeared Charles Sudbrink, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public CONTRACTOR (name of company) DATE: BY: (NAME OF SIGNATORY) (CORP. OFFICER/POSITION) Acknowledgement STATE OF NEW YORK ) COUNTY OF ss.: On this______ day of before me, the undersigned, a Notary Public in and for said State, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public ---PAGE BREAK--- 19 EXHIBIT A – ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS (APPENDIX A) I hereby acknowledge that I have read, understand and agree to comply with the terms as outlined in Appendix A – Standard Clauses for New York State Contracts. Failure to comply may result in immediate termination of this agreement with potential legal recourse by the County. Signed: Date: Title: ---PAGE BREAK--- 20 EXHIBIT B – DRUG FREE WORKPLACE Whenever two or more Bids which are equal with respect to price, quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid received from a business that certifies that it has implemented a drug- free workplace program shall be given preference in the award process. Established procedures for processing the Bids will be followed if none of the tied vendors have a drug free workplace process. In order to have a drug-free workplace program, a business shall: 1) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2) Inform employees about the dangers of drug abuse in the workplace, the business’ policy of maintaining a drug free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3) Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection 4) In the statement specified in Subsection notify that employees, that, as a condition of working of the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employee of any conviction of, or plea of guilty or nolo contendere to, any violation of any controlled substance law in the United States or any state or Cortland County, for a violation occurring in the workplace no later than five days after such conviction. 5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee’s community, by any employee who is so convicted. 6) Make a good faith effort to continue to maintain a drug free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies with the above requirements. Print Name: Date: Signature: ---PAGE BREAK--- 21 EXHIBIT C - NON COLLUSIVE BIDDING CERTIFICATE REQUIRED BY SECTION 139-D OF THE STATE FINANCE LAW Section 139D, Statement of Non-Collusion in bids to the State: By submission of this bid, bidder and each person signing on behalf of bidder certifies, and in the case of joint bid, each party thereto certifies as its own organization, under penalty of perjury, that to the best of his/her knowledge, and belief: 1) The prices of this bid have been arrived at independently, without collusion, consultation, communication, or agreement, for the purposes of restricting competition, as to any matter relating to such prices with any other bidder or with any other competitor; 2) Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly, to any other bidder or to any competitor; and 3) No attempt has been made or will be made by the Bidder to induce any other person, partnership or corporation to submit or not to submit a bid for the purpose of restricting completion. A Bid shall not be considered for award nor shall any award be made where 1, 2, 3 above have not been complied with; provided however, that if in any case, the bidder(s) cannot make the foregoing certification, the bidder shall so state and shall furnish below a signed statement which sets forth in detail the reasons therefore: (Affix addendum to this page if space is required for statement.) Subscribed to me under penalty of perjury under the laws of the State of New York, this day of as the act and deed of said corporation of partnership or sole proprietor. If Bidders are a Partnership, complete the Following: Names of Partners or Principals Legal Residence If Bidders are a corporation, complete the following: Name Legal Residence President Vice President Secretary Treasurer ---PAGE BREAK--- 22 Identifying Data: Potential Contractor: Address: Telephone Title: E-Mail Address: If applicable, Responsible Corporate Officer Name: Title: Signature: Joint or combined bids by companies or firms must be certified by each participant. Legal name of person or firm Legal name of person or firm Name Name Title Title Address Address ---PAGE BREAK--- 23 EXHIBIT D - CONFLICT OF INTEREST DISCLOSURE Conflict of Interest Disclosure Form Note: A potential or actual conflict of interest exists when commitments and obligations are likely to be compromised by the nominator(s)’other material interests, or relationships (especially economic), particularly if those interests or commitments are not disclosed. This Conflict of Interest Form should indicate whether the nominator(s) has an economic interest in, or acts as an officer or a director of, any outside entity whose financial interests would reasonably appear to be affected by the contract. The nominator(s) should also disclose any personal, business, or volunteer affiliations that may give rise to a real or apparent conflict of interest. Relevant Federally and organizationally established regulations and guidelines in financial conflicts must be abided by. Individuals with a conflict of interest should refrain from bidding and/or contracting. Date: Name: Position: Please describe below any relationships, transactions, positions you hold (volunteer or otherwise), or circumstances that you believe could contribute to a conflict of interest: I have no conflict of interest to report. I have the following conflict of interest to report (please specify other nonprofit and for- profit boards you (and your spouse) sit on, any for-profit businesses for which you or an immediate family member are an officer or director, or a majority shareholder, and the name of your employer and any businesses you or a family member own): 1. 2. 3. I hereby certify that the information set forth above is true and complete to the best of my knowledge. Signature: Company: Date: ---PAGE BREAK--- 24 APPENDIX A STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS PLEASE RETAIN THIS DOCUMENT FOR FUTURE REFERENCE. ---PAGE BREAK--- 25 TABLE OF CONTENTS 1. Executory Clause 2. Non-Assignment Clause 3. Comptroller’s Approval 4. Workers’ Compensation Benefits 5. Non-Discrimination Requirements 6. Wage and Hours Provisions 7. Non-Collusive Bidding Certification 8. International Boycott Prohibition 9. Set-Off Rights 10. Records 11. Identifying Information and Privacy Notification 12. Equal Employment Opportunities For Minorities and Women 13. Conflicting Terms 14. Governing Law 15. Late Payment 16. No Arbitration 17. Service of Process 18. Prohibition on Purchase of Tropical Hardwoods 19. MacBride Fair Employment Principles 20. Omnibus Procurement Act of 1992 21. Reciprocity and Sanctions Provisions 22. Compliance with New York State Information Security Breach and Notification Act 23. Compliance with Consultant Disclosure Law 24. Procurement Lobbying 25. Certification of Registration to Collect Sales and Compensating Use Tax by Certain State Contractors, Affiliates and Subcontractors 26. Iran Divestment Act ---PAGE BREAK--- 26 STANDARD CLAUSES FOR NYS CONTRACTS The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, "the contract" or "this contract") agree to be bound by the following clauses which are hereby made a part of the contract (the word "Contractor" herein refers to any party other than the State, whether a contractor, licenser, licensee, lessor, lessee or any other party): 1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State shall have no liability under this contract to the Contractor or to anyone else beyond funds appropriated and available for this contract. 2. NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance Law, this contract may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the State’s previous written consent, and attempts to do so are null and void. Notwithstanding the foregoing, such prior written consent of an assignment of a contract let pursuant to Article XI of the State Finance Law may be waived at the discretion of the contracting agency and with the concurrence of the State Comptroller where the original contract was subject to the State Comptroller’s approval, where the assignment is due to a reorganization, merger or consolidation of the Contractor’s business entity or enterprise. The State retains its right to approve an assignment and to require that any Contractor demonstrate its responsibility to do business with the State. The Contractor may, however, assign its right to receive payments without the State’s prior written consent unless this contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law. 3. COMPTROLLER'S APPROVAL. In accordance with Section 112 of the State Finance Law (or, if this contract is with the State University or City University of New York, Section 355 or Section 6218 of the Education Law), if this contract exceeds $50,000 (or the minimum thresholds agreed to by the Office of the State Comptroller for certain S.U.N.Y. and C.U.N.Y. contracts), or if this is an amendment for any amount to a contract which, as so amended, exceeds said statutory amount, or if, by this contract, the State agrees to give something other than money when the value or reasonably estimated value of such consideration exceeds $10,000, it shall not be valid, effective or binding upon the State until it has been approved by the State Comptroller and filed in his office. Comptroller's approval of contracts let by the Office of General Services is required when such contracts exceed $85,000 (State Finance Law Section 163.6-a). However, such pre-approval shall not be required for any contract established as a centralized contract through the Office of General Services or for a purchase order or other transaction issued under such centralized contract. 4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State Finance Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law. 5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex (including gender identity or expression), national origin, sexual orientation, military status, age, disability, predisposing genetic characteristics, marital status or domestic violence victim status. Furthermore, in accordance with Section 220-e of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this contract shall be performed within the State of New York, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or discriminate against or intimidate any employee hired for the performance of work under this contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, ---PAGE BREAK--- 27 Contractor agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex or disability: discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or discriminate against or intimidate any employee hired for the performance of work under this contract. Contractor is subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 239 as well as possible termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation. 6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law. Additionally, effective April 28, 2008, if this is a public work contract covered by Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner consistent with Subdivision 3-a of Section 220 of the Labor Law shall be a condition precedent to payment by the State of any State approved sums due and owing for work done upon the project. 7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the State Finance Law, if this contract was awarded based upon the submission of bids, Contractor affirms, under penalty of perjury, that its bid was arrived at independently and without collusion aimed at restricting competition. Contractor further affirms that, at the time Contractor submitted its bid, an authorized and responsible person executed and delivered to the State a non-collusive bidding certification on Contractor's behalf. 8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Law and Section 139-h of the State Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participating, or shall participate in an international boycott in violation of the federal Export Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the contract's execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the State Comptroller within five business days of such conviction, determination or disposition of appeal 105.4). 9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory rights of set- off. These rights shall include, but not be limited to, the State's option to withhold for the purposes of set- off any moneys due to the Contractor under this contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State department or agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the State agency, its representatives, or the State Comptroller. 10. RECORDS. The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this contract (hereinafter, collectively, "the Records"). The Records must be kept for the balance of the calendar year in which they were made and for six additional years thereafter. The State Comptroller, the Attorney General and any other person or entity authorized to conduct an examination, as well as the agency or agencies involved in this contract, shall have access to the Records during normal business hours at an office of the ---PAGE BREAK--- 28 Contractor within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and copying. The State shall take reasonable steps to protect from public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers Law (the "Statute") provided that: the Contractor shall timely inform an appropriate State official, in writing, that said records should not be disclosed; and (ii) said records shall be sufficiently identified; and (iii) designation of said records as exempt under the Statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the State's right to discovery in any pending or future litigation. 11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. Identification Number(s). Every invoice or New York State Claim for Payment submitted to a New York State agency by a payee, for payment for the sale of goods or services or for transactions leases, easements, licenses, etc.) related to real or personal property must include the payee's identification number. The number is any or all of the following: the payee’s Federal employer identification number, (ii) the payee’s Federal social security number, and/or (iii) the payee’s Vendor Identification Number assigned by the Statewide Financial System. Failure to include such number or numbers may delay payment. Where the payee does not have such number or numbers, the payee, on its invoice or Claim for Payment, must give the reason or reasons why the payee does not have such number or numbers. Privacy Notification. The authority to request the above personal information from a seller of goods or services or a lessor of real or personal property, and the authority to maintain such information, is found in Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to the State is mandatory. The principal purpose for which the information is collected is to enable the State to identify individuals, businesses and others who have been delinquent in filing tax returns or may have understated their tax liabilities and to generally identify persons affected by the taxes administered by the Commissioner of Taxation and Finance. The information will be used for tax administration purposes and for any other purpose authorized by law. The personal information is requested by the purchasing unit of the agency contracting to purchase the goods or services or lease the real or personal property covered by this contract or lease. The information is maintained in the Statewide Financial System by the Vendor Management Unit within the Bureau of State Expenditures, Office of the State Comptroller, 110 State Street, Albany, New York 12236. 12. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance with Section 312 of the Executive Law and 5 143, if this contract is: a written agreement or purchase order instrument, providing for a total expenditure in excess of $25,000.00, whereby a contracting agency is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to the contracting agency; or (ii) a written agreement in excess of $100,000.00 whereby a contracting agency is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon; or (iii) a written agreement in excess of $100,000.00 whereby the owner of a State assisted housing project is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon for such project, then the following shall apply and by signing this agreement the Contractor certifies and affirms that it is Contractor’s equal employment opportunity policy that: The Contractor will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or marital status, shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on State contracts and will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation; ---PAGE BREAK--- 29 at the request of the contracting agency, the Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the Contractor's obligations herein; and the Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of the State contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. Contractor will include the provisions of and above, in every subcontract over $25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (the "Work") except where the Work is for the beneficial use of the Contractor. Section 312 does not apply to: work, goods or services unrelated to this contract; or (ii) employment outside New York State. The State shall consider compliance by a contractor or subcontractor with the requirements of any federal law concerning equal employment opportunity which effectuates the purpose of this section. The contracting agency shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such duplication or conflict exists, the contracting agency shall waive the applicability of Section 312 to the extent of such duplication or conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the Department of Economic Development’s Division of Minority and Women's Business Development pertaining hereto. 13. CONFLICTING TERMS. In the event of a conflict between the terms of the contract (including any and all attachments thereto and amendments thereof) and the terms of this Appendix A, the terms of this Appendix A shall control. 14. GOVERNING LAW. This contract shall be governed by the laws of the State of New York except where the Federal supremacy clause requires otherwise. 15. LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by Article 11-A of the State Finance Law to the extent required by law. 16. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily authorized), but must, instead, be heard in a court of competent jurisdiction of the State of New York. 17. SERVICE OF PROCESS. In addition to the methods of service allowed by the State Civil Practice Law & Rules ("CPLR"), Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon Contractor's actual receipt of process or upon the State's receipt of the return thereof by the United States Postal Service as refused or undeliverable. Contractor must notify the State, in writing, of each and every change of address to which service of process can be made. Service by the State to the last known address shall be sufficient. Contractor will have thirty (30) calendar days after service hereunder is complete in which to respond. 18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies and warrants that all wood products to be used under this contract award will be in accordance with, but not limited to, the specifications and provisions of Section 165 of the State Finance Law, (Use of Tropical Hardwoods) which prohibits purchase and use of tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political subdivision or public benefit corporation. Qualification for an exemption under this law will be the responsibility of the contractor to establish to meet with the approval of the State. ---PAGE BREAK--- 30 In addition, when any portion of this contract involving the use of woods, whether supply or installation, is to be performed by any subcontractor, the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in §165 State Finance Law. Any such use must meet with the approval of the State; otherwise, the bid may not be considered responsive. Under bidder certifications, proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of the State. 19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES. In accordance with the MacBride Fair Employment Principles (Chapter 807 of the Laws of 1992), the Contractor hereby stipulates that the Contractor either has no business operations in Northern Ireland, or shall take lawful steps in good faith to conduct any business operations in Northern Ireland in accordance with the MacBride Fair Employment Principles (as described in Section 165 of the New York State Finance Law), and shall permit independent monitoring of compliance with such principles. 20. OMNIBUS PROCUREMENT ACT OF 1992. It is the policy of New York State to maximize opportunities for the participation of New York State business enterprises, including minority and women- owned business enterprises as bidders, subcontractors and suppliers on its procurement contracts. Information on the availability of New York State subcontractors and suppliers is available from: NYS Department of Economic Development Division for Small Business Albany, New York 12245 Telephone: [PHONE REDACTED] Fax: [PHONE REDACTED] email: [EMAIL REDACTED] A directory of certified minority and women-owned business enterprises is available from: NYS Department of Economic Development Division of Minority and Women's Business Development 633 Third Avenue New York, NY 10017 [PHONE REDACTED] email: [EMAIL REDACTED] The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as applicable, Contractors certify that whenever the total bid amount is greater than $1 million: The Contractor has made reasonable efforts to encourage the participation of New York State Business Enterprises as suppliers and subcontractors, including certified minority and women-owned business enterprises, on this project, and has retained the documentation of these efforts to be provided upon request to the State; The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-261), as amended; The Contractor agrees to make reasonable efforts to provide notification to New York State residents of employment opportunities on this project through listing any such positions with the Job Service Division of the New York State Department of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. The Contractor agrees to document these efforts and to provide said documentation to the State upon request; and ---PAGE BREAK--- 31 The Contractor acknowledges notice that the State may seek to obtain offset credits from foreign countries as a result of this contract and agrees to cooperate with the State in these efforts. 21. RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are hereby notified that if their principal place of business is located in a country, nation, province, state or political subdivision that penalizes New York State vendors, and if the goods or services they offer will be substantially produced or performed outside New York State, the Omnibus Procurement Act 1994 and 2000 amendments (Chapter 684 and Chapter 383, respectively) require that they be denied contracts which they would otherwise obtain. NOTE: As of May 15, 2002, the list of discriminatory jurisdictions subject to this provision includes the states of South Carolina, Alaska, West Virginia, Wyoming, Louisiana and Hawaii. Contact NYS Department of Economic Development for a current list of jurisdictions subject to this provision. 22. COMPLIANCE WITH NEW YORK STATE INFORMATION SECURITY BREACH AND NOTIFICATION ACT. Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 899-aa; State Technology Law Section 208). 23. COMPLIANCE WITH CONSULTANT DISCLOSURE LAW. If this is a contract for consulting services, defined for purposes of this requirement to include analysis, evaluation, research, training, data processing, computer programming, engineering, environmental, health, and mental health services, accounting, auditing, paralegal, legal or similar services, then, in accordance with Section 163 (4-g) of the State Finance Law (as amended by Chapter 10 of the Laws of 2006), the Contractor shall timely, accurately and properly comply with the requirement to submit an annual employment report for the contract to the agency that awarded the contract, the Department of Civil Service and the State Comptroller. 24. PROCUREMENT LOBBYING. To the extent this agreement is a "procurement contract" as defined by State Finance Law Sections 139-j and 139-k, by signing this agreement the contractor certifies and affirms that all disclosures made in accordance with State Finance Law Sections 139-j and 139-k are complete, true and accurate. In the event such certification is found to be intentionally false or intentionally incomplete, the State may terminate the agreement by providing written notification to the Contractor in accordance with the terms of the agreement. 25. CERTIFICATION OF REGISTRATION TO COLLECT SALES AND COMPENSATING USE TAX BY CERTAIN STATE CONTRACTORS, AFFILIATES AND SUBCONTRACTORS. To the extent this agreement is a contract as defined by Tax Law Section 5-a, if the contractor fails to make the certification required by Tax Law Section 5-a or if during the term of the contract, the Department of Taxation and Finance or the covered agency, as defined by Tax Law 5-a, discovers that the certification, made under penalty of perjury, is false, then such failure to file or false certification shall be a material breach of this contract and this contract may be terminated, by providing written notification to the Contractor in accordance with the terms of the agreement, if the covered agency determines that such action is in the best interest of the State. 26. IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance Law §165-a that it is not on the “Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited Entities List”) posted at: http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf. Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. ---PAGE BREAK--- 32 During the term of the Contract, should the state agency receive information that a person (as defined in State Finance Law §165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award.