Document cortlandcountyny_gov_doc_7d3bb9ad42

REQUEST FOR PROPOSALS Contact Person: _ Position Title: County Department: _ Address: _ _ Contact Email: Contact Phone: Fax: _ Description of Project/Work to be Performed: Thomas Brown/Robert Howe Election Commissioners Board of Elections 112 River Street Cortland, NY 13045 [EMAIL REDACTED]; [EMAIL REDACTED] [PHONE REDACTED] [PHONE REDACTED] Printing of Optical Scan Ballots & Election Supplies for the Cortland County Board of Election (RFB) ---PAGE BREAK--- CORTLAND COUNTY 60 Central Avenue Cortland, NY, 13045 Telephone: [PHONE REDACTED] Fax: [PHONE REDACTED] NOTICE TO BIDDERS The undersigned shall receive sealed bids for sale and delivery to the County of Cortland as follows: Printing of Optical Scan Ballots & Election Supplies for the Cortland County Board of Election (RFB) Bids may be delivered to the undersigned at the County Legislature Office, 60 Central Avenue, Room 316 at Cortland, New York during regular business hours. Bids will be received up until 3:00 p.m., March 9, 2018, at which time they will be publicly opened and read. All bids must be submitted on proper bid proposal forms. Any changes to the original bid documents are grounds for immediate disqualification. Questions relating to the request for proposal may be made to: Robert Howe/Thomas Brown, Election Commissioners, [PHONE REDACTED]. Late proposals by mail, courier or in person will be refused. Cortland County will not accept any bid or RFB which is not delivered to by the time indicated on the time stamp in the Legislature Office. NOTE: The proposal of each Bidder shall contain the certification to non-collusive bidding as set forth in section 103-d of the General Municipal Laws and which is included in the specifications. This requirement must be strictly complied with. Filing of the Affidavit of Disclosure is also mandatory when submitting your bid for this project. The right is reserved to reject any or all bids. Dated: February 20, 2018 Eric J. Mulvihill, Clerk of the Legislature ---PAGE BREAK--- 2 GENERAL INSTRUCTIONS Please Note: Any and all of the following requirements will be strictly adhered to, and failure on the part of any Bidder to comply with any one of these requirements will be sufficient grounds for rejection of any bid. Bidders Responsibility: Bidders shall fully acquaint themselves with all of the details set forth in SPECIFICATIONS and GENERAL INSTRUCTIONS before submission of bids. All items bid upon must be in accordance with manufacturer's current specification sheets and the available options listed thereon. Wherever components are identified by their trade names those units are desired by the County of Cortland and shall be given preference in determining award. However, the use of trade names is not intended to be restrictive, and other manufacturer's units meeting or exceeding these specifications will be considered. Vendor must identify and describe all items offered since the term "meet or exceed" for alternate items is not acceptable in vendors' specifications proposal sheets. Failure to do so may be grounds for rejection. Bidders Qualifications: All Bidders, including foreign and domestic corporations must be qualified and/or licensed to do business within the State of New York. Cortland County reserves the right to make any investigation deemed necessary to determine Bidder qualifications and responsibility. Bidder shall furnish to the County, upon request, all data pertinent thereto. Delivery: Whether specifically mentioned herein or not, all items of equipment, assemblies, subassemblies and accessories normally furnished shall be included unless specifically deleted or otherwise specified herein. Unless otherwise stated, deliveries shall be Terms of Sale F.O.B. Destination, Freight Prepaid to agency as specified by a voucher or purchase order. Deliveries must be made within 10 days A.R.O. unless otherwise specified. Bid Format: Bids must be submitted on the attached Proposal form in complete detail and any deviation from the required items must be fully explained. Bid proposals must be typed or in ink. Failure to sign proposal may be justification for rejection. Each bid must be accompanied by the required non-collusion certificate, signed in ink and, if appropriate, Corporate Resolution with seal. Bid Submission: Each bid submitted shall be in a sealed envelope plainly marked with the Cortland County, bid number and title. A facsimile (fax) bid not containing an original (ink) signature is not acceptable. Questions/Verbal Responses Not Binding: It is the Bidder’s sole responsibility to become familiar with all terms and conditions regarding the bid before the bid opening. Any questions should be submitted in writing to the Purchasing Department and, if relevant, should cite the section and page number of the bidding document relating to the question raised by the Bidder. Answers to all questions of a substantive nature will be given to all Bidders in the form of a formal addendum which will be annexed to and become part of the bid. Please be advised that Cortland County shall not be bound by any verbal response by any County Official or employee which is not confirmed in writing or which does not result in an addendum issued by the Purchasing Department. Time of Submission: Each bid shall be filed no later than the stated time noted on the bid proposal form. At the time of submission, each bid shall be time/date stamped in the Office of the Purchasing Agent. Late bids received by mail, courier or in person shall be refused. Cortland County shall not accept any bid which is not delivered directly to Purchasing by the time indicated on the time stamp in the Purchasing Office. Award: Awarding of the contract to the successful Bidder will be made at the earliest possible time. Successful Bidder, upon acceptance of proposal, shall bind them self to enter into the written contract with Cortland County. Where Bidder is requested to submit a bid on individual items and/or on a total sum or sums, the right is reserved to award bids on individual items or on total sums. The County reserves the right to award in whole or in part based on the lowest responsible bid. Rejection: The right is reserved to reject any or all bids, waive any informalities in any bids, re-advertise for new bids and/or otherwise accept any considered advantage to Cortland County to the extent such is allowed under law. Cancellation of Contract: Cortland County reserves the right, in its sole discretion and without reason, to terminate this contract upon fourteen days written notice. However, failure on the part of the Bidder to meet the specification requirements of this contract, especially with regard to product quality, shall result in immediate termination at the option of Cortland County. The County's sole obligation shall be to pay Bidder for services rendered to date and to the extent of appropriations. The County shall have no other liability or responsibility for lost compensation, lost profit, or damages of any kind or nature arising from the said termination. Previous Defaults: No bid for materials, supplies, equipment or services may be accepted from or contract therefore awarded to any person who is in arrears to Cortland County, upon debt or contract, or who has defaulted as to surety or otherwise upon a contract or obligation to Cortland County. ---PAGE BREAK--- 3 BIDDER’S CHECK LIST Your response to our above referenced bid may be considered unresponsive and may be rejected if the following forms are not included at the time of the bid opening. Notarized Certificate (Non-Collusion as required by NYS Law) Notarized Affidavit of Disclosure BID SECURITY If required, each bid shall be accompanied by a certified check made payable to the Cortland County in the amount indicated below. In lieu of such check, the Bidder may furnish a bid bond in the same amount, and having a security thereon a security company licensed to do business in the State of New York and approved by the County Attorney. Checks or bid bonds of all formal Bidders will be returned after an award has been made. The amount of the bid deposit required for this bid is: X of Total Bid Waived Other: Signed Proposal Page As per the insurance section of the bid package, Cortland County requires a current insurance certificate, with Cortland County listed as additional insured, to be on file in the Purchasing Department. You will be given five business days from notice of award to supply this form or the award will be rescinded. Certificate of Experience / References form Disclosure of Supplier Responsibility Statement Certification of Compliance With The Iran Divestment Act Corporate Resolution Any submissions called for in this bid packet Receipt Confirmation Form OTHER: Any other applicable documents found on the listing entitled “Proposals MUST include” that is part of Attachment ---PAGE BREAK--- 4 RECEIPT CONFIRMATION FORM PLEASE COMPLETE AND RETURN THIS CONFIRMATION FORMWITHIN 5 WORKING DAYS OF RECEIVING BID PACKAGE TO: Eric Mulvihill, Clerk of the Legislature 60 Central Avenue, Room 316 Cortland, NY 13045 Phone: [PHONE REDACTED] Fax: [PHONE REDACTED] Failure to return this form may result in no further communication or addenda regarding this Bid. Company Name: Address: City: State: Zip Code: Contact Person: Phone Fax Number: Email: I have received a copy of the above noted BID. We will be submitting a Bid We will NOT be submitting a Bid – (please indicate reason) Signature: Title: If a Bidders meeting is arranged for this Bid, please indicate if you plan to attend: Yes / No ---PAGE BREAK--- 5 PURCHASES BY OTHER LOCAL GOVERNMENTS AND SCHOOL DISTRICTS As per the New York State General Municipal Law, all political subdivisions of New York State are allowed to make purchases through the resulting contract(s). As such, the terms and conditions of this bid are extended to other governmental entities. 1. The Cortland County Purchasing Agent shall make all contract award information available to other political subdivisions through our website: www.cortland-co.org. 2. Any other political subdivision will issue purchase orders directly to Bidders within the specified contract period referencing the County’s contract and shall be liable for any payments due on such purchase orders; and shall accept sole responsibility for any payment due. 3. All purchases shall be subject to audit and inspection by the other political subdivisions for which the purchase was made. 4. No officer, board or agency of a county, town, village, or school district shall make any purchase through the County when bids have been received for such purchase by such officer, board or agency, unless such purchase may be made upon the same terms, conditions and specifications at a lower price through the County. 5. All Bidders shall be on notice that as a condition of the award of a County contract, the successful Bidder shall accept the award of a similar contract with any other political subdivision in New York State, if called upon to do so. The County, however, will not be responsible for any debts incurred by the participants pursuant to this or any other agreement. 6. Necessary deviations from the County’s specifications in the award of a participant contract, whether such deviations relate to quantities, or delivery points shall be resolved between the successful Bidder and the other political subdivisions. ---PAGE BREAK--- 6 SPECIFICATIONS INTENT: Cortland County is seeking to contract the Printing of Optical Scan Ballots and Related Election Supplies to be used in special, primary and general elections. Notwithstanding the details presented in these specifications, it will be the responsibility of the Bidder to verify completeness of same to meet the intent of the specifications that said ballots and supplies meet the requirements of the Cortland County Board of Elections, New York State Election Law and the New York State Board of Elections – Regulations 6210. Cortland County has approximately 27,623 registered voters, 51 Election Districts, 26 Polling Sites and is comprised of approximately 51 unique ballot styles per election. EXPERIENCE REQUIREMENTS: All Bidders must demonstrate in their bid submission that they have at least four years’ continuous experience in successfully printing and delivering election ballots for use in New York State primary and general elections. In addition, all Bidders must demonstrate that they have, within the past three years, printed and delivered official optical scan Election Day ballots for use with the Dominion Image Cast Voting System/Scanners in the State of New York. PERFORMANCE REQUIREMENTS: It will be incumbent upon the successful Bidder to prove conclusively to the Cortland County Board of Elections, before the award of the contract and therefore as part of its bid submission, that the successful Bidder has the necessary facility, presses, knowledge, capabilities and experience in New York State ballot printing requirements to properly and satisfactorily furnish official Optical Scan Election Day ballots required in the time and manner specified herein. Bidder must possess, and attest to the foregoing in their bid submission, that the following production equipment, at a minimum, is on site at Bidder’s manufacturing facility: 1. a minimum of ten (10) digital production printing devices that print duplex sheets in a minimum sheet size configuration of 8.5” x 18.5”; and 2. a minimum of three offset printing presses that print duplex sheets in a minimum sheet configuration of 28”x 40”; and 3. a minimum of three off line digital ink jet numbering devices capable of numbering in a minimum sheet configuration of 8.5”x 31.5” sheet size; and 4. a minimum of three guillotine cutters capable of cutting a 28”x 40” sheet configuration; and 5. a minimum of four upright side wire stitching machines; and 6. a minimum of two shrink wrap bundling machines. Bidder must also have available a clear space of at least 10,000 square feet for inspection, collating, stitching, shrink wrap/bundling, packaging and distribution of ballots in addition to ample floor space in the pressroom and bindery for production of ballots. The successful Bidder must perform all production work on site at Bidder’s manufacturing facility. No subcontracting is allowed for production of ballots. Subcontracting is only allowed for trucking/shipping which is the responsibility of Bidder. If requested, Bidders shall supply representative samples of their past work to evidence an ability to do specialized election printing in the State of New York pursuant to New York Election Law and New York State Board of Elections – Regulations 6210. All Bidders must also demonstrate that a sampling of ballots produced are compatible with the Dominion Voting System – “Image Cast Voting System” (Dominion Democracy Suite County System) and must be willing to provide samples of such ballots prior to award of bid. ---PAGE BREAK--- 7 As part of its bid submission, Bidders must also submit both a detailed production work flow outline and, through references from other counties, the ability to turn around completed Election Day ballot booklets within three working days from final approval. Cortland County may require any or all Bidders to present evidence of the required experience as set forth above, as well as ability and financial standing and responsibility as well as a statement as to the materials, equipment or personnel which the Bidder will have available for and to timely and accurately complete the performance of this contract. As such, the County reserves the right to request a detailed financial statement and ownership statement by Bidder. ACCESS/ON-SITE INSPECTION: The County reserves the right to interview any or all Bidders and/or visit any or all Bidder’s sites during the evaluation of bids to inspect Bidder’s facility for fitness of security, ownership by Bidder and to ensure production equipment minimums and compliance with all other performance specifications. The County may contact Bidders to arrange an interview which will be held at the Purchasing Department and/or on site of Bidder’s facility at any time during the evaluation process. Bidders are reminded to include their best technical and price terms in their initial offer and not to automatically assume that they will have an opportunity to participate in interviews, site visits or be asked to submit a best and final offer. The County may award the contract without interviews and/or site visits for any or all Bidders, if deemed to be within the best interests of the County. TECHNICAL REQUIREMENTS: All of the ballots and supplies tendered by the successful Bidder must be in strict accordance with New York State Election Law and New York State Board of Elections - Regulations 6210 (see laws and regulations set forth below) so as to preclude any objections by any party or individual that the election was not conducted in a way other than as prescribed by law. All items must be delivered to the Cortland County Board of Elections in a timely manner as to insure meeting mandatory deadlines. ELECTION LAWS AND REGULATIONS: The Laws referring to election supplies and the printing of the same are as follows: • Section 4-128 Supplies: Furnished by Board of Elections • Section 7-104 Ballots: Form of, voting machine • Section 7-122 Ballots: Absentee Voters • Section 8-102 Polls: Opening of • Section 9-102.4 Canvass: General Provisions for • Section 9-120 Returns of Canvass: Generally • Section 9-214 Transmission of statements of canvassing Board to State Board of Elections • New York State Board of Elections - Regulations 6210 • Plus any other applicable laws and regulations, as same may be amended from time to time. ---PAGE BREAK--- 8 BID SUBMISSION: All bids shall be made upon the forms annexed hereto and shall be contained in a sealed envelope with bid number BOE2018-1 clearly marked on the envelope and addressed to: Eric Mulvihill, Clerk of the Legislature 60 Central Avenue, Room 316 Cortland, NY 13045 Form of proposal shall be filled in by ink or typing. No late bids will be accepted. The County of Cortland reserves the right to reject any and all bids and to award the contract in the best interest of the County. In addition all standard required documents per “Bidder’s Checklist” and submissions contained herein must be included. All bids shall have a signed Certificate of Non-Collusion. All corporations submitting bids must include a Corporate Resolution. PRICING: The prices shall be F.O.B. Cortland County, Attn: Board of Elections, 112 River Street, Room 103, Cortland, NY 13045, and free of any and all taxes from State, Local or Federal agencies. Prices shall not include any tax for which the Bidder may claim exemption because of doing business with the County of Cortland. This may include, but not limited to, sales tax (State and Local) or Federal Excise or Duty Tax. An exemption certificate will be furnished to the successful Bidder. Proposed bid pricing shall be set forth in the accompanying proposal form in this bid packet. Quantities indicated in the specifications herein are ESTIMATED quantities and do not represent guaranteed minimum or maximum future quantities or even the County’s commitment to the purchase of various items listed on pricing template. As such, the number of ballots and other election materials to be provided shall be up to the sole discretion of the County. Bidders shall submit item pricing on all items in both sections on the pricing pages furnished at the end of this bid packet to be considered for award. PAYMENT: Payment shall be only for the products actually ordered by the Board of Elections. There is no minimum order guaranteed. Payment shall be made to the successful Bidder within thirty (30) days of receipt of the items ordered and upon submission of invoices and any other required documents to Cortland County. A Cortland County Purchase Order shall be provided to the successful Bidder upon placement of the order. Cortland County shall have no liability under this bid to the successful Bidder or to anyone else beyond funds appropriated and available for this bid. TERM/TERMINATION: The term of this contract will be for one years. The County reserves the right to extend the contract for an additional one year period. If found to be in the best interest of Cortland County, it is understood that the County, at its discretion, can terminate all or part of the award after thirty (30) days written notification. ---PAGE BREAK--- 9 AWARD: Award shall be made to the lowest responsive and responsible Bidder as aggregated for both sections for the stated estimated quantities. Prior to the award of contract, the successful Bidder may be required to demonstrate the ability to meet the strict timeline turn-around of ballots and accuracy in printing standards set forth herein. Cortland County reserves its rights to waive any informality or reject any or all bids with or without advertising for new bids, if in the best interest of the County. The cost of delivery MUST be included in the bid price. INSURANCE: The Bidder shall purchase and/or maintain insurance policies approved by the County naming Cortland County as an additional insured (except for Workers’ Compensation – Disability Coverage) with an A.M. Best rating of A- or better from a “secured” New York State licensed insurer. The Bidder shall furnish such evidence of the policies (certificates and/or copies of the policy) as may be requested by the County. The Bidder shall also be required to indemnify Cortland County for any applicable deductibles. The policies shall contain a thirty (30) day notice of cancellation clause, shall provide “primary” coverage for Cortland County, its board, officers and/or employees and be of the following types in the limits indicated: A. Workers’ Compensation Insurance – Statutory limits and as follows: a. WC/DB-100 – Affidavit for New York Entities and any Out-of-State Entities with No Employees, that New York State Workers’ Compensation and/or Disability Benefits Insurance Coverage is Not Required; OR WC/DB-101 – Affidavit That an Out-of-State or Foreign Employer Working in New York State Does Not Require Specific New York State Workers’ Compensation and/or Disability Benefits Insurance Coverage (Affidavits must be stamped as received by NYS Workers’ Compensation Board); OR b. C-105.2 – Certificate of Workers’ Compensation Insurance (the business insurance carrier will send this form to Cortland County upon the business’ request); OR c. SI-12 – Certificate of Workers’ Compensation Self-Insurance or GSI-105.2 – Certificate of Group Workers’ Compensation Self-Insurance. [The business’ Group Self-Insurance Administrator will send this form to the government entity upon request.] NOTE: ACORD forms are not acceptable proof of Workers’ Compensation coverage. B. Disability and Unemployment Compensation – statutory limits and as follows: a. WC/DB-100 - Affidavit for New York Entities and any Out-of-State Entities with No Employees, that New York State Workers’ Compensation and/or Disability Benefits Insurance Coverage is Not Required; OR WC/DB-101 – Affidavit That an Out-of-State or Foreign Employer Working in New York State Does Not Require Specific New York State Workers’ Compensation and/or Disability Benefits Insurance Coverage (Affidavits must be stamped as received by NYS Workers’ Compensation Board); OR b. DB-120.1 – Certificate of Disability Benefits Insurance OR the DB-820/829 Certificate/Cancellation of Insurance (the business insurance carrier will send one of these forms to the government entity upon request); OR c. DB-155 – Certificate of Disability Benefits Self-Insurance (The business calls the Board’s Self- Insurance Office at [PHONE REDACTED]). C. Commercial General Liability Insurance coverage with minimum limits of $1,000,000.00 per occurrence/$2,000,000.00 aggregate. D. Automobile Liability Insurance coverage with minimum limits of $1,000,000.00 combined single limit for owned, hired and/or non-owned motor vehicles. ---PAGE BREAK--- 10 INDEMNIFICATION CLAUSE: The successful Bidder shall indemnify and hold harmless the County, its employees and agents from and against all claims, demands, losses and expenses (including, without limitation, reasonable attorney’s fees) arising out of, or resulting in consequence of, any negligent or intentional act or omission of the successful Bidder, its’ employees or agents, to the extent of their responsibility for such claims, damages, losses and expenses. REMEDY FOR BREACH: In the event of a breach by Contractor, Contractor shall pay to the County all direct and consequential damages caused by such breach, including, but not limited to, all sums expended by the County to procure a substitute contractor to satisfactorily complete the contract work, together with the County’s own costs incurred in procuring a substitute contractor. CONTRACT ASSIGNING: Per Section 109 of the General Municipal Law, the Bidder shall not assign or otherwise dispose of the contract or his right, title or interest in the contract, without prior written consent of the Cortland County Board of Supervisors. OBLIGATION OF BIDDER: Every person intending to make a proposal is expected before submitting the same to make himself or herself fully familiar with the work to be done. A Bidder will be debarred from pleading misunderstandings or deception because of estimates of quantities, character, scope of work, location, or other conditions surrounding the same. Permission will not be given to withdraw, modify, or explain any proposal or bid after the time of opening. By submission of the bid, Bidder agrees to not withdraw the same for a period of at least forty-five (45) days following the date the bids are opened unless the bid may be withdrawn pursuant to a bid mistake as set forth in General Municipal Law §103 or unless permission to withdraw the same is granted by Cortland County which shall have sole discretion in determining whether to grant such withdrawal. Nothing contained herein shall be deemed to affect any rights that may be set forth in these specifications or that may exist as a matter of law to withdraw and/or modify a bid prior to the bid opening date. Failure to satisfactorily adhere to these standards and specifications, which of course include quality standards, may result in the termination of your award of this bid, at which time the County may review and may award the balance of the contract to the second lowest responsive, responsible Bidder. CONTACT PERSONS & BILLING INFORMATION: Robert Howe, Commissioner of Elections Thomas Brown, Commissioner of Elections Cortland County 112 River Street Cortland, NY 13045 Phone: [PHONE REDACTED] Fax: [PHONE REDACTED] BIDDER GUARANTEE: Bidder shall be responsible for all damages caused by Bidder employees and Bidder equipment used in the duration of this Contract. ---PAGE BREAK--- 11 DELIVERY: Delivery deadlines shall be strictly adhered to. Only delivery deadline dates altered and approved by the Board of Elections, in writing, shall be accepted. 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 successful Bidder will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, sexual orientation, age, disability, genetic predisposition or carrier status, or marital 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, successful Bidder 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, successful Bidder 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. Successful Bidder is subject to fines of $50 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. ---PAGE BREAK--- 12 ADDITIONAL SPECIFICATIONS A) RECEIPT & SUBMISSION OF BALLOT PROOFS & BALLOT PDF FILES • The successful Bidder must be able to receive and process PDF files generated by the ballot layout EMS application (these files may be provided to the successful Bidder through multiple submissions, without limit). • The successful Bidder must be able to accept data via direct transmission using standard file transfer protocols (FTP). FTP files may be and compressed with standard off the shelf compression software package. • The successful Bidder must be able to accept and transfer data via secure drop box protocols. B) DELIVERY • All deliveries are to be F.O.B. Cortland County Board of Elections. Delivery of final ballot booklets must be made within three calendar days upon final approval. Delivery of absentee/military ballots must be made in order to meet the New York State Election Law. In some cases a 48 hour delivery for absentee/military ballots from initial date of candidate certification is required. Any delivery in excess of the time frame specified here in will be grounds for immediate termination of contract. The successful Bidder must be prepared at all times to make prompt deliveries as directed by the Cortland County Board of Elections. All delivered materials are to be packaged by City (Wards)/Town and election district in custom fitted cartons to meet the required size of ballot materials. • Since circumstances may arise which requires “last minute” revisions and reprinting of materials. As such, a Bidder must have ability to make such revisions and deliver revised material within 24 hour period at no additional cost and may be made to demonstrate said capability prior to any such award. The Election Commissioners and the Cortland County Legislative Clerk may also require sufficient surety, in whatever form they deem appropriate, including, but not limited to, a performance bond, to insure that the Bidder will comply with this requirement. • Proofs are to be submitted within 24 hours and approved by the Cortland County Board of Elections prior to printing. • All deliveries shall be made between the hours of 8:00am and 4:00pm. C) OPTICAL SCAN BALLOT AND ELECTION SUPPLIES PRODUCTION • Optical Scan Election Day Ballots shall be produced following the quality control checkpoints as specified by Dominion Voting Systems for use in their ImageCast Scanners. • All optical scan ballots must be perforated using a micro perforation for ease of separation in each ballot booklet. • A ballot stub must be created by Bidder in a 1.5” configuration. Ballot stub will incorporate all necessary information pursuant to the New York State Election Law and New York State Board of Elections - Regulations 6210. Stub information shall include sequential numbering of ballots and serializing of ballot booklet sequence. • The ballot booklets shall be side-stitched in pads of fifty (50) and shrink wrapped in the same. Ballot booklets will be boxed by election district and each carton labeled with specific content, election district, number of total ballots and numbering sequence of booklets. All deliveries must be made directly from Bidder’s secure production facility to the Cortland County Board of Elections at no additional charge to the County. • Optical Scan BMD Ballots – Must include appropriate ballot stub information and be produced in quantities of twenty-five (25) sheets. • Optical Scan Test Deck Ballots – Must be printed by the successful Bidder pursuant to specifications, shrink wrapped and packed by Election District. • Election Day Polling Site Posters – Will be printed by the successful Bidder for each polling site containing the appropriate ballot style. Posters must be printed using a colored instruction banner in addition ---PAGE BREAK--- 13 to appropriate primary affiliated colors when required. The Election Day polling site posters will be produced in the dimensions of 12 ½” x 27”, no exceptions. • Absentee/Military/Federal Ballots – Will be designed and printed by the successful Bidder from supplied candidate lists provided by the Cortland County Board of Elections and the New York State Board of Elections. All necessary verbiage is to be included in creation of ballots as required by New York State Election Law and New York State Board of Elections – Regulation 6210. Absentee/Military/Federal ballots will be folded for mailing in a 4 ½” x 9 ½” envelope. • Inspectors’ Return of Canvass – Will be designed and printed by the successful Bidder using the same information previously used to create Absentee/Military/Federal ballots. Inspectors’ Return of Canvass sheets must be produced in dimensions of and printed in the quantity of per Election District. D) PAPER TECHNICAL SPECIFICATIONS It shall be the successful Bidder’s responsibility to acquire, in a timely manner, paper stock of the type, size, weight, and colors specified to meet the requirement of the Dominion Voting Systems ImageCast Scanners. Minimum paper requirements include: • Brightness – 94 • Opacity – 96 • Color – white • 6.5 at 100 lb. basis weight • PPI – 394 • Grain – Short • Sheffield rating – 130 • Alkaline – Yes • Finish – Smooth Second color to be printed on Optical Scan ballots in a Primary Election as follows: Democratic: Green Republican: Cherry Conservative: Granite Working Families: Tan Independence: Canary Green: Peach Women’s Equality: Orchid Reform: Goldenrod Successful Bidder must indicate what paper they propose to use if awarded the bid and must supply to the Cortland County Board of Elections (if requested) adequate ballot samples for testing in scanning equipment prior to award. Successful Bidders who do not supply ballots samples within 3 days of request may be disqualified. E) BALLOT STYLE & SIZING • All optical scan ballots are 8 ½ inches wide with a 1.5” stub. Ballots may be in of 14”, 17” or 22”. • Ballots for use in General Elections - May be printed on 2 sides. • Ballots for use in Primary Elections – Will require the printing of a secondary party appropriate color, all primary ballots will print 1 side. ---PAGE BREAK--- 14 F) ESTIMATED BALLOT QUANTITIES • Cortland County has approximately27,623 registered voters and 51 Election Districts, both of which may change, and will order appropriate quantities, based on anticipated usage, on a case by case basis as noted above, in its sole discretion. Estimated usage is based on historical data. • The Cortland County Board of Elections will specify definite quantities, in writing, prior to creating ballot stub information. G) SCHEDULE • It is anticipated that the contract award will be for first use in the 2018 Federal Primary Election, which will occur on June 26, 2018. • The Cortland County Board of Elections shall furnish a PDF file of ballot layouts from which all Optical Scan Ballots shall be printed. All Ballots shall be delivered no later than three business days from approval of proof. On occasion, due to circumstances beyond the control of the County, including, but not limited to court orders, a 24 hour turn-around time shall be mandatory. • Successful Bidder will be responsible for providing Optical Scan Ballot proofs, including ballot stub data, from PDF’s provided by Cortland County Board of Elections. Ballot proofs must be delivered within 24 hours of receipt of PDF’s. The Cortland County Board of Elections will verify proofs for accuracy and approve or disapprove in writing (email or fax is acceptable). Successful Bidder will resubmit revised proofs for approval within 12 hours. On occasion, due to circumstances beyond the control of the County, including, but not limited to court orders, a three hour turn-around time may be mandatory. The County may require that Bidders demonstrate their capability to so perform prior to awarding the contract. Delivery of the proofs shall be at no cost to the County. • Successful Bidder shall not begin any partial deliveries of ballots until proofs have been approved by the Cortland County Board of Elections in writing (email or fax is acceptable). H) REPRINTS AND ADDITIONAL BALLOTS • All corrections that are necessary due to the successful Bidder’s error, regardless of where in the cycle the error occurred, will be made at no cost to the County. • The Cortland County Board of Elections may order reprinting and/or additional ballots at any time. The Cortland County Board of Elections shall confirm orders for such printing in writing (email or fax is acceptable). • The reprinting and delivery schedule of rejected or additional ballots shall be set by the Cortland County Board of Elections, and is expected to occur within a 24 hour turn-around time. • Additional ballots or reprinting from a County-caused problem shall be invoiced at the price set forth in the bid. • The County is not responsible for any overages printed at the discretion of the printer. Upon delivery of ballots, the printer must certify the actual number of ballots printed, the number of ballots delivered, and that all other ballots have been destroyed. I) QUANTITY RECEIVED • Quantities delivered must be the same quantities ordered. No under or overruns shall be allowed. Upon delivery of ballots, the successful Bidder must certify the actual number of ballots printed, the number of ballots delivered, and that all other ballots have been destroyed pursuant to the New York State Board of Elections chain of custody protocols. J) ACCEPTANCE • Successful Bidder must provide a packing slip detailing the specific quantities shipped including the quantity of pallets and boxes. Successful Bidder must replace all quantities rejected at no cost to the County, including delivery. Replacement shall begin within 24 hours and be delivered within 36 hours after notification. Quality control is the responsibility of the successful Bidder. ---PAGE BREAK--- 15 K) BOXING AND LABELING • Ballots are to be boxed and labeled as specified by the Cortland County Board of Elections. • Cartons will be labeled to contain the following information: County Name, election date, election district, beginning and ending serial numbers, total number of ballots and ballot type. L) ADDITIONAL SERVICES • Successful Bidder, at the directive of the Cortland County Board of Elections, will be required to provide the following at no additional cost: a. Early ballot County master layout; b. Certification updates; c. Generation of Federal mandated MOVE ACT files; d. New York State Board of Elections – Regulation 6210 mandated print verification forms; e. Independent Party symbol including conversion for use in Dominion Voting Systems Democracy Suite software; f. Creation of Absentee/Military/Federal ballot proofs and transmit data through verified bridged utility, if requested; g. Generation of ballot order form populated with number of registered voters per district, manual editing and combining of registered voters to reflect consolidation when required; h. Testing integrity of printed ballots on Dominion Voting System ImageCast scanner with Democracy Suite software for readability, ink adhesion, cutting and registration; i. Ability to produce pre-printed test deck ballots from supplied PDF’s; j. Democracy Suite EMS ballot definition programming and data import support; k. Pad quantities & weight verify; l. Creation of County/ED specific labels; m. Secure shrink wrap packaging of ballot booklets; n. Cartons sealed with security specific tape, pack and verify carton contents; o. Direct drive freight included at no additional charge. M) LOCATION OF PRINTING • Bidders shall have all printing performed on site at Bidder’s facility which shall be located in New York State. Bids shall be delivered not later than March 7, 2018, 3:00 p.m., with original signatures on the forms that follows (contain pricing), to the Cortland County Clerk of the Legislature, 60 Central Avenue, Room 316, Cortland, NY 13045. On the outside of SEALED envelope please note “Bid – BOE2018-1-Printing of Optical Scan Ballots & Election Supplies”. The attached Corporate Resolution and Bidder Certification must be completed and signed and made a part of the Bid Proposal. ---PAGE BREAK--- 16 CORPORATE RESOLUTION (WHERE APPLICABLE) RESOLVED that (Name) be authorized to sign and submit the Bid, or Proposal, of this Corporation for the following project: (Title of Project) and to include in such Bid Proposal the Certificate as to non-collusion required by Section 103-d of the General Municipal Law as the act and deed of such corporation, and for any inaccuracies of misstatements in such certifies this Corporate Bidder shall be liable under the penalties of perjury. The foregoing is a true and correct copy of the Resolution adopted by Corporation at a meeting of its Board of Directors held on the is still in force and effective on this Day SECRETARY (Signature) (SEAL OF CORPORATION) ---PAGE BREAK--- 17 CERTIFICATION Non-Collusive Certification required of all Bidders under Section 103-d of the General Municipal Law as amended by Chapter 675 of the Laws of 196, and further amended by Chapter 56 of the Laws of 201I0, effective June 22, 2010. By submission of this bid, each Bidder and each person signing on behalf of any Bidder certifies, and in the case of a joint bid, each party thereto certifies, as to its own organization, under penalty of perjury, that to the best of knowledge and belief: The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor; 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 No attempt has been made or will be made by the Bidder to induce any other person, partnership or corporation to submit or not to submit a bid for the purpose of restricting competition (a-1) Notwithstanding the foregoing, the statement of non-collusion may be submitted electronically in accordance with the provisions of subdivision one of section one hundred three of the General Municipal Law. A bid shall not be considered for award nor shall any award be made where and above have not been complied with; provided however, that if in any case the Bidder cannot make the foregoing certification, the Bidder shall so state and shall furnish with the bid assigned statement which sets forth, in detail, the reasons therefor. Where and above have not been complied with, the bid shall not be considered for award nor shall any award be made unless the head of the purchasing unit of the political subdivision, public department, agency or official thereof to which the bid is made, or his designee, determines that such disclosure was not made for the purpose of restricting competition. The person signing this bid or proposal certifies that he has fully informed himself regarding the accuracy of the statements contained in this certification, and under the penalties of perjury, affirms the truth thereof, such penalties being applicable to the Bidder as well as to the person signing on its behalf; That attached hereto (if a corporate Bidder) is a certified copy of resolution authorizing the execution of this certificate by the the signatory of this bid, or proposal, on behalf of the corporate Bidder. Individual Bidder Co-Partnership Partner Corporation President SWORN to before me this day of Notary Public: ---PAGE BREAK--- 18 CERTIFICATE OF EXPERIENCE (THIS FORM MUST BE FILLED IN BY BIDDER) 1) NAME OF BUSINESS: CONTACT NAME: ADDRESS: TELEPHONE FAX NUMBER: 2) NAME OF BUSINESS: CONTACT NAME: ADDRESS: TELEPHONE FAX NUMBER: 3) NAME OF BUSINESS: CONTACT NAME: ADDRESS: TELEPHONE FAX NUMBER: ---PAGE BREAK--- 19 DISCLOSURE OF SUPPLIER RESPONSIBILITY STATEMENT 1. List any convictions of any person, subsidiary, or affiliate of the company, arising out of obtaining, or attempting to obtain a public or private contract or subcontract, or in the performance of such contract or subcontract. 2. List any convictions of any person, subsidiary, or affiliate of this company for offenses such as embezzlement, theft, fraudulent schemes, etc. or any other offense indicating a lack of business integrity or business honesty which affect the responsibility of the contractor. 3. List any convictions or civil judgments under state or federal antitrust statutes. 4. List any violations of contract provisions such as knowingly (without good cause) to perform, or unsatisfactory performance, in accordance with the specifications of a contract. 5. List any prior suspensions or debarments by any government agency. 6. List any contracts not completed on time. 7. List any documented violations of federal or state labor laws, regulations or standards, or occupational safety and health rules. I, as Name of Individual Title & Authority Of declare under oath that the above Company Name Statements, including any supplemental responses attached hereto, are true. FID No.: Signature State of County Subscribed and sworn to before me on this_____day by Representing him/herself to be the Company ---PAGE BREAK--- 20 CERTIFICATION OF COMPLIANCE WITH THE IRAN DIVESTMENT ACT As a result of the Iran Divestment Act of2012 (the "Act"), Chapter 1 of the 2012 Laws of New York, a new provision has been added to State Finance Law (SFL) § 165-a and New York General Municipal Law § 103-g, both effective April 12, 2012. Under the Act, the Commissioner of the Office of General Services (OGS) will be developing a list of "persons" who are engaged in "investment activities in Iran" (both are defined terms in the law) (the "Prohibited Entities List"). Pursuant to SFL § 165-a(3)(b), the initial list is expected to be issued no later than 120 days after the Act's effective date at which time it will be posted on the OGS website. By submitting a bid in response to this solicitation or by assuming the responsibility of a Contract awarded hereunder, each Bidder/Contractor, any person signing on behalf of any Bidder/Contractor and any assignee or subcontractor and, in the case of a joint bid, each party thereto, certifies, under penalty of perjury, that once the Prohibited Entities List is posted on the OGS website, that to the best of its knowledge and belief, that each Bidder/Contractor and any subcontractor or assignee is not identified on the Prohibited Entities List created pursuant to SFL § 165-a(3)(b). Additionally, Bidder/Contractor is advised that once the Prohibited Entities List is posted on the OGS Website, any Bidder/Contractor seeking to renew or extend a Contract or assume the responsibility of a Contract awarded in response to this solicitation must certify at the time the Contract is renewed, extended or assigned that it is not included on the Prohibited Entities List. During the term of the Contract, should the County receive information that a Bidder/Contractor is in violation of the above referenced certification, the County will offer the person or entity an opportunity to respond. If the person or entity fails to demonstrate that he/she/it has ceased engagement in the investment which is in violation of the Act within 90 days after the determination of such violation, then the County shall take such action as may be appropriate including, but not limited to, imposing sanctions, seeking compliance, recovering damages or declaring the Bidder/Contractor in default. The County reserves the right to reject any bid or request for assignment for a Bidder/Contractor that appears on the Prohibited Entities List prior to the award of a contract and to pursue a responsibility review with respect to any Bidder/Contractor that is awarded a contract and subsequently appears on the Prohibited Entities List. I, being duly sworn, deposes and says that he/she is the the Corporation and that neither the Bidder/Contractor nor any proposed subcontractor is identified on the Prohibited Entities List. SIGNED SWORN to before me this day of Notary Public: ---PAGE BREAK--- 21 The undersigned, having carefully examined the specifications and having to his/her satisfaction ascertained all the facts concerning these specifications, herewith submit the following bid. Please note, quantities listed are estimates only. No minimum purchase is guaranteed. In the event that the County requires a smaller number of items, we will only be responsible for payment of the items actually ordered. Item No. Description Price Per Each Estimated Quantities Extended Price Section I OPTICAL SCAN BALLOTS 1 Up to 200,000 Ballots per election (14” or 17”) 2 Over 200,000 Ballots per election (14” or 17”) TBD 3 Up to 200,000 Ballots per election (22”) TBD 4 Over 200,000 Ballots per election (22”) TBD 5 Test Ballots (No Stub) TBD 6 Blank Ballot Stock 7 Pre-Marked Test Deck Ballots (14”or 17”) 8 Pre-Marked Test Deck Ballots (22”) TBD Subtotal Section I Section II MISCELLANEOUS ELECTION SUPPLIES 9 Inspectors Return of Canvass Sheets Per E.D.) NOT APPLICABLE 10 Election Day Polling Site Posters (2 Per Polling Site) 11 Absentee Civilian Ballot Application 8 ½” x 14” prints 2 sides 15 General Election Oath Envelopes - # 11 Prints 2 sides 16 Affidavit Envelopes – Envelope measures 10” x 15” Prints 2 sides 17 Military Ballot Envelopes - #11 Envelope: Print 2/2, Black ink + 1 spot color 18 Military Ballot Envelopes - #12 Envelope: Print 2/2, Black ink + 1 spot color 19 Military Ballot Envelopes - #14 Envelope: Print 2/2, Black ink + 1 spot color 20 Absentee Ballot Envelopes – #11 Envelope: Print 2/2, 1 spot color 21 Absentee Ballot Envelopes – #12 Envelope: Print 2/2, 1 spot color ---PAGE BREAK--- 22 22 Absentee Ballot Envelopes – #14 Envelope: Print 2/2, 1 spot color 23 Special Federal Envelope - #11 Envelope: Print 2 sides, One Color 24 Special Federal Envelope - #12 Envelope: Print 2 sides, One Color 25 Special Federal Envelope - #14 Envelope: Print 1 side, One Color 26 Special Presidential Ballot Envelopes #11 Prints 2 sides 27 Special Presidential Ballot Envelopes #12 Prints 2 sides 28 Special Presidential Ballot Envelopes #14 Prints 2 sides 29 Standard NTS-Transfer Notice 30 Standard NTS - Acknowledgement Notice 31 Standard NTS - Confirmation Notice 32 Ballot Proposal and Amendment Pamphlets – For Statewide Proposals and Amendments. Size to accommodate necessary proposals and amendments. Prints 1 color Subtotal Section II SUBTOTAL for Section I: SUBTOTAL for Section II: TOTAL FOR SECTION I AND II: ---PAGE BREAK--- 23 ACKNOWLEDGMENT Upon receipt of all required approvals a Contract shall be deemed executed and created and created with the successful Bidder(s) upon the Commissioner’s mailing or electronic communication to the address on the bid of: a Letter of Acceptance; or (ii) a fully executed contract; or (iii) a Purchase Order authorized by the Commissioner. DATE FEDERAL ID NAME OF BIDDER (PRINTED): NAME OF FIRM: NUMBER YEARS IN BUSINESS OF FIRM: BUSINESS ADDRESS: E-MAIL ADDRESS: PHONE ( ) FAX SIGNATURE OF BIDDER: TITLE: To: Purchasing Agent Proposal From: County NY ---PAGE BREAK--- Questions or clarifications of items in this RFP must be submitted in writing to the contact person listed no later than close of business: . If questions or clarifications are submitted via email, please request a read receipt confirmation in the email. Please submit 1 original and 3 copies of proposal to Cortland County Legislature, Attn: Clerk - Eric Mulvihill, 60 Central Avenue, Suite 316, Cortland, NY 13045 no later than: Time: Day: Date: / / The governing legislative committee will evaluate proposals and request interviews if necessary. It is anticipated that a decision will be made on or about . Cortland County will negotiate terms upon selection of a vendor. All contracts are subject to review and approval by the Cortland County Attorney. (Standard Contract EXAMPLE attached) The vendor awarded the County’s business will be selected based on the offering with the greatest benefit to the County. Cortland County reserves the right to accept or reject any or all proposals, to take exception to these RFP specifications or to waive any formalities. The County specifically reserves the right to negotiate a contract with the selected vendor. March 9, 2018 3:00 pm Friday 03 09 18 March 13, 2018 ---PAGE BREAK--- Proposals MUST include: A. Name, contact, address, telephone number, fax number and email address of your firm/business. B. Project Specifications including scope of work/timeline. C. Schedule of Fees / Project Budget. D. Copies of all licenses, permits and certifications relating to the necessary qualifications for this RFP. E. NYS Certificate of Authority to do Business in New York State. F. Proof that signatory is at least a 50% owner and has the authority to act on behalf of the firm/business. G. References; all qualified firms must submit a list of at least three firms, organizations or major customers to whom they have provided services within the previous five years. This information should include name, address, phone & email information of each reference. Letters of recommendation and references from other municipalities or public agencies are preferred. H. Information on any current or pending litigation against the firm or any of its principals as it relates to the services provided by the firm. I. Current W-9. J. Proof of Insurance (Liability, Disability, Workers’ Compensation, Vehicle, etc.) K. Copy of active NYS MWBE Certification (if applicable). L. Exhibit A: Acknowledgement and Agreement to Comply with Standard Clauses for NYS Contracts. M. Exhibit B: Drug Free Workplace. N. Exhibit C: Non-Collusive Bidding Certification Required by §139-D of the State Finance Law. O. Exhibit D: Conflict of Interest Disclosure. P. Exhibit E: Privacy and Security HIPPA Compliance (if applicable). Q. Exhibit F: Qualification Questionnaire. R. Any other information you feel is appropriate to assist in the selection process. ---PAGE BREAK--- Standard Contract EXAMPLE AGREEMENT THIS AGREEMENT, entered into this day of , 20 , by and between the COUNTY OF CORTLAND, New York, (the “COUNTY”), a municipal corporation organized and existing under the laws of the State of New York with offices at 60 Central Avenue, Cortland, New York 13045, and , (the “CONTRACTOR”), with offices located at . WITNESSETH, that the COUNTY and the CONTRACTOR, for the consideration hereafter named, agree as follows: ARTICLE 1. WORK TO BE DONE AND CONSIDERATION THEREFORE The CONTRACTOR shall furnish (Describe the work to be done; if a proposal for the work exists, attach same as an exhibit and cite said exhibit herein.) ARTICLE 2. TERM The CONTRACTOR agrees to perform the services and/or supply goods beginning , 20 and ending , 20 . ARTICLE 3. ACCEPTANCE AND FINAL PAYMENT Upon receipt of written notice that the Contract has been fully performed and the COUNTY agrees that the Contract has been fully performed, the CONTRACTOR shall file with the COUNTY an itemized voucher and the COUNTY shall pay the CONTRACTOR $ within its normal payment period. ARTICLE 4. CONTRACTOR’S INSURANCE A.1 The CONTRACTOR shall not commence work under this Contract until he/she/it has obtained all insurance required under this paragraph and the COUNTY has approved such insurance. The COUNTY requires the following insurance coverage and amounts: 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. Automobile coverage with a combined single limit of $1,000,000.00. Statutory Workers’ Compensation, Disability Coverage, and Unemployment Insurance. Professional Liability Insurance in the amount of $1,000,000.00 where applicable. ---PAGE BREAK--- Specialty Insurance as noted below: Not Applicable if checked  (ii) 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 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: ---PAGE BREAK--- 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); The CONTRACTOR will maintain similar insurance for at least 6 years following final acceptance of the services; 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; 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 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. ARTICLE 5. REPRESENTATIONS OF CONTRACTOR The CONTRACTOR represents and warrants: That he/she/it is financially solvent and that he/she/it is experienced in and competent to perform the services as described in Article 1 above, That he/she/it has not been convicted of a crime under the laws of the United States or of any state, ---PAGE BREAK--- 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, 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, 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. 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. 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: ---PAGE BREAK--- 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. (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 ---PAGE BREAK--- (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 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 ---PAGE BREAK--- 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 COIUNTY may require the CONTRACTOR to remove or replace such personnel with respect to the performance of services under this agreement. ARTICLE 12. ASSIGNMENT Neither party may assign or sub-contract this contract or any portion thereof, without prior written consent of the other party hereto. 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 ---PAGE BREAK--- not made in writing and received by the COUNTY within thirty (30) days of the occurrence giving rise to the dispute or claim. The claim must be in writing for a sum certain and any money requested must be fully supported by all cost and pricing information. ARTICLE 15. REMEDIES The remedies specified herein shall be cumulative and in addition to any other remedies available of law or in equity. Waiver of a breach of any provision of this Agreement shall not constitute a waiver of any other or future breach of the same provision or any other provision of the Agreement. ARTICLE 16. NOTICES All notices of any nature referred to in this agreement shall be in writing and sent by registered or certified mail, postage pre-paid, to the respective addresses set forth below or to such other addresses as the respective parties may designate in writing. To the CONTRACTOR: Business Name: Physical Address: Mailing Address: Contact Person: Telephone E-Mail Address: To the COUNTY: Chair of the Legislature (and) (Department originating contract) County of Cortland (contact person) 60 Central Avenue (address) Cortland, New York 13045 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. ---PAGE BREAK--- 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; (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 ---PAGE BREAK--- 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--- 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 , 20_ , before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public ---PAGE BREAK--- 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--- 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: Title: ---PAGE BREAK--- EXHIBIT C - NON COLLUSIVE BIDDING CERTIFICATE REQUIRED BY SECTION 139-D OF THE STATE FINANCE LAW Section 139D, Statement of Non-Collusion in bids to the State: By submission of this bid, bidder and each person signing on behalf of bidder certifies, and in the case of joint bid, each party thereto certifies as its own organization, under penalty of perjury, that to the best of his/her knowledge, and belief: 1) The prices of this bid have been arrived at independently, without collusion, consultation, communication, or agreement, for the purposes of restricting competition, as to any matter relating to such prices with any other bidder or with any other competitor; 2) Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly, to any other bidder or to any competitor; and 3) No attempt has been made or will be made by the Bidder to induce any other person, partnership or corporation to submit or not to submit a bid for the purpose of restricting completion. A Bid shall not be considered for award nor shall any award be made where 1, 2, 3 above have not been complied with; provided however, that if in any case, the bidder(s) cannot make the foregoing certification, the bidder shall so state and shall furnish below a signed statement which sets forth in detail the reasons therefore: (Affix addendum to this page if space is required for statement.) Subscribed to me under penalty of perjury under the laws of the State of New York, this day of , 20 as the act and deed of said corporation of partnership or sole proprietor. If Bidders are a Partnership, complete the Following: Names of Partners or Principals Legal Residence If Bidders are a corporation, complete the following: Name Legal Residence President Vice President Secretary Treasurer ---PAGE BREAK--- 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--- 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--- EXHIBIT E PRIVACY AND SECURITY (HIPAA) The purpose of this clause is to set forth the requirements for privacy and security of protected health information (“PHI”) mandated by 45 CFR Part 164 as they apply to the services provided by CONTRACTOR on behalf of COUNTY. CONTRACTOR understands the importance of the privacy of a patient’s PHI, and agrees to protect that right to the extent necessary under this Agreement and under current federal, state, and local regulations and laws. All PHI will be handled in a private and/or confidential manner. For purposes of this Agreement, PHI is any data or other information as defined by the Department of Health and Human Services in the Code of Federal Regulations, 45 CFR §164.501. Further, CONTRACTOR understands that County’s patients are intended third-party beneficiaries of this Agreement, and have all the rights and privileges of any third-party beneficiary under current law. Uses and disclosures of PHI that are permitted are those necessary in order for CONTRACTOR to: 1. Properly manage and administer its functions. 2. Meet its legal responsibilities. 3. Provide data aggregation services relating to the health care operations of the COUNTY. 4. Make those disclosures required by law such as in situations of abuse, neglect, or domestic violence. The uses and disclosures permitted are limited to the PHI necessary to meet the requirements of the law that compels the use or disclosure. 5. Make disclosures in response to a judicial or administrative proceeding through a lawful process such as a subpoena or discovery request. The uses and disclosures of PHI that are required are those disclosures necessary: 1. For patients to review their PHI. 2. To provide an accounting of disclosures in accordance with 45 CFR §164.528. 3. To allow the Secretary of Health and Human Services to determine County’s compliance with 45 CFR §164.504. CONTRACTOR shall make the following assurances to COUNTY: 1. CONTRACTOR agrees that it shall not use or disclose any patient’s PHI for any purpose not expressly stated in this Agreement. Further, CONTRACTOR shall not use or disclose PHI in any manner or context prohibited by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and subsequent federal, state, and local ---PAGE BREAK--- regulations. If CONTRACTOR does use or disclose PHI for a purpose not expressly stated in this Agreement, it shall immediately cease the unauthorized use or disclosure, and shall notify COUNTY in writing of such use or disclosure. CONTRACTOR agrees to mitigate, to the extent practicable, any harmful effect known to it of a use or disclosure of PHI not allowed under this Agreement. 2. CONTRACTOR further agrees that any sub-contractors or other persons or entities not directly employed by CONTRACTOR who use or disclose PHI obtained from COUNTY, shall abide by terms of this clause of this Agreement. Any sub-contractor or other person or entity not directly employed by CONTRACTOR that has used or disclosed PHI without proper authorization (as defined in HIPAA and subsequent federal, state, and local regulations) shall be considered to have acted as an agent of CONTRACTOR, and have violated the terms of this Agreement. COUNTY may consider this use or disclosure a material breach of this Agreement. 3. By signing this Agreement, CONTRACTOR is assuring COUNTY it has met the minimum safeguards necessary to protect unauthorized use or disclosure of PHI to any person or entity not party to this Agreement. Such safeguards shall include the security safeguards outlined by the 1996 Health Insurance Portability and Accountability Act and subsequent federal regulation, including: physical access to PHI, technical access to PHI, and administrative policies and procedures addressing security of PHI. 4. Provider shall report to COUNTY any instance or circumstance in which PHI has been used or disclosed by an unauthorized person or entity, including accidental disclosure by CONTRACTOR. CONTRACTOR shall notify COUNTY in writing of any steps or procedural changes made to address the unauthorized use or disclosure. 5. Should COUNTY find PHI used or disclosed to CONTRACTOR to be inaccurate or incomplete, CONTRACTOR shall incorporate any amendments or corrections to the PHI at COUNTY’s request. 6. CONTRACTOR will make PHI available to the individual who is the subject of the PHI for amendment. Such requests by the individual for their PHI from CONTRACTOR will be made through County. CONTRACTOR will incorporate any amendments to PHI that have been made by COUNTY by virtue of the individual’s request for amendment. 7. CONTRACTOR will provide a timely accounting to the individual or to COUNTY, if requested by either, of the disclosures of an individual’s PHI. 8. Should CONTRACTOR make any material alterations to the PHI while the PHI is in its possession, CONTRACTOR shall notify COUNTY of such alterations so that COUNTY may inform the patient who is the subject of the PHI. ---PAGE BREAK--- 9. At the termination of this Agreement, CONTRACTOR shall return or destroy to the satisfaction of COUNTY any PHI held or maintained by CONTRACTOR and retain no copies of such information. If COUNTY and CONTRACTOR mutually agree that returning or destroying the PHI is not feasible or permitted under law, the PHI will remain protected after this agreement ends for as long as CONTRACTOR maintains the information. Further uses or disclosures of the PHI will be limited to those purposes that make the return or destruction infeasible. If COUNTY determines CONTRACTOR has violated any of the above assurances, covenants or terms, the CONTRACTOR has committed a material breach of this Agreement. COUNTY may then provide CONTRACTOR with an opportunity to cure the breach or may terminate this Agreement and may report the violations to the Department of Health and Human Services (“HHS”) or other federal or state entity for possible prosecution or sanctions. Both parties to this agreement agree that they will protect the integrity and confidentiality of any PHI being shared electronically. CONTRACTOR hereby gives COUNTY and the Department of Health and Human Services (or an agent acting on behalf of HHS) the express right to inspect any and all internal practices, books, and records relating to the use or disclosure of PHI by CONTRACTOR. If HHS suspects an unauthorized use or disclosure of PHI by CONTRACTOR, HHS is authorized to pursue an investigation into CONTRACTOR’s activities for the purposes of determining whether an unauthorized use or disclosure of PHI has taken place. CONTRACTOR may have policies and procedures relating to privacy and security in place prior to the commencement of this Agreement. If, after reasonable investigation, COUNTY concludes CONTRACTOR’s policies and procedures to be “adequate” protection of a patient’s privacy rights relating to PHI, CONTRATOR may elect to continue to use its own policies and procedures. The term “adequate” in this clause means CONTRACTOR’s policies and procedures meet the minimum privacy and security standards as set forth in COUNTY’s privacy and security policies and procedures. COUNTY, through the appropriate Department will: 1. provide CONTRACTOR with its Privacy Notice; 2. provide CONTRACTOR with any changes in, or revocation of, permission by a patient to use or disclose PHI, if such changes affect CONTRACTOR’s permitted or required uses or disclosures; and 3. notify CONTRACTOR of any restriction to the use or disclosure of PHI to which the COUNTY has agreed. ---PAGE BREAK--- Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic protected health information (ePHI) that it creates, receives, maintains, or transmits on behalf of Cortland County. Ensure that any agent, including a subcontractor, to whom Contractor provides ePHI agrees to implement reasonable and appropriate safeguards to protect this information. Report to Security Officer of Cortland County any security incidents of which it becomes aware. (A security incident is defined as the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system.) ---PAGE BREAK--- EXHIBIT F – QUALIFICATION QUESTIONNAIRE All vendors must complete this questionnaire in order to be included in the evaluation of the proposals. The information supplied will enable the County to determine whether or not the vendor has adequate personnel and facilities to properly perform the work. 1. Facility Name and Physical Address: 2. Normal Operating Hours: a. Weekdays am to pm b. Saturdays am to pm c. Sundays am to pm d. Holidays am to pm 3. Number of Years in Business: 4. Firm History (attach additional pages as necessary): 5. Number of employees on your payroll: 6. Do any of your employees have any other special certifications or rating? Yes / No If yes, specify: 7. Do you have any special equipment that is available to service the County RFP? Yes / No If yes, specify: 8. What is the overall size of your facility? 9. Do you have a locked, fenced and secured storage area? Yes / No 10. How far in advance must appointments be scheduled? 11. In case of emergency, will you accommodate the County with same day services when possible? Yes / No 12. Shop Distance from 60 Central Avenue, Cortland, NY In submitting this proposal, it is understood that the unrestricted right is reserved by the County in making the award to reject any and all proposals or parts thereof, or to waive any informalities or technicalities in said bids. The undersigned hereby certifies that this bid is genuine, and not a sham or collusive, or made in the interest or in behalf of any person, firm or corporation not herein named; that the undersigned has not directly or indirectly induced or solicited any bidder to refrain from bidding, and that the undersigned has it, in any manner, sought by collusion to secure for himself and advantage over any another bidder. PRINT NAME SIGNATURE (Must be 50% Company Owner) TITLE DATE ---PAGE BREAK--- APPENDIX A STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS PLEASE RETAIN THIS DOCUMENT FOR FUTURE REFERENCE. ---PAGE BREAK--- 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--- 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. 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. NON-ASSIGNMENT CLAUSE. 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, 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. ---PAGE BREAK--- 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 viola- tion 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 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 ---PAGE BREAK--- 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; 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 ---PAGE BREAK--- 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. 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] ---PAGE BREAK--- 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 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. ---PAGE BREAK--- 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. 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. 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: 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.