Specifications

Page 6 of 22
Revised 7/23/14
11. Duties Upon Breach
A. In any case where a question of non-
performance by Contractor arises,
payment may be withheld in whole or in
part at the discretion of the Commissioner.
B. Upon failure of the Contractor to deliver
within the time specified, or failure to make
immediate replacement of rejected
Product(s) when so requested, the
Commissioner may purchase from other
sources to replace the Product(s) rejected
or not delivered. On all such purchases
the Contractor agrees to reimburse the
County promptly for costs in excess of the
new purchase cost plus the re-letting cost
and any other additional costs or
expenses incurred in acquiring the
acceptable Products, Should the new cost
be less than the Contract price, the
Contractor shall have no claim to the
difference. Should the new purchase price
exceed the Contract price by twenty
percent (20%) or more, the County agrees
to waive its claim to the re-letting cost; if
the new purchase price is less than twenty
percent (20%) of the Contract price, the
County shall charge the related cost in an
amount not exceeding twenty percent
(20%) of the order price of the items
rejected or not delivered.
C. Sums due as a result of these remedies
may be deducted or offset by the
Commissioner from payments due, or to
become due, the Contractor on the same
or another transaction. If no deduction or
only a partial deduction is made in such
fashion the Contractor shall pay to the
County the amount of such claim or
portion of the claim still outstanding, on
demand. Submission of a voucher and
payment thereof by the County shall not
preclude the County from demanding a
price adjustment in any case where the
Product delivered is later found to deviate
from the specifications and proposal.
Should the amount withheld be finally paid
a Cash Discount originally offered may be
taken by the County as if no delay in
payment had occurred.
D. Any delivery made which does not meet
the requirements of the Bid Document
may be rejected or accepted on an
adjusted price basis as determined by the
County.
E. It is understood and agreed that all rights
and remedies afforded above are in
addition to all remedies or actions
otherwise authorized or permitted by law.
12. Limitation of Action
No action for any cause whatsoever arising out
of this Contract shall be maintained against the
County of Suffolk by the Contractor, or anyone
claiming under the Contractor, unless such
action shall be commenced within six (6)
months: (a) after expiration of this Contract; (b)
after the date of written notice to the Contractor
from the County of complete rejection or
withheld acceptance of a delivery; or (3) after
the date of written notice to the Contractor from
the County of a deduction from the agreed
price on a Purchase Order, whichever of the
above events shall be the latest in time.
13. Indemnification And Defense
A. The Contractor shall protect, indemnify
and hold harmless the County, its officers,
officials, employees, Contractors, agents ,
servants and other persons from and
against all liabilities, fines, penalties,
actions, damages, claims, demands,
judgments, losses, costs, expenses, suits
or actions and reasonable attorneys' fees,
caused by the acts or omissions or the
negligence of the Contractor incurred by
the County, its officers, officials,
employees, Contractors, agents, servants
and other persons in any action or
proceeding arising out of or in connection
with the Contract
B. The Contractor hereby represents and
warrants that it will not infringe upon any
copyright, trademark or patent in
performing the requirements under this
Contract. The Contractor agrees that it
shall protect, indemnify, and hold harmless
the County, its officers, officials,
employees, Contractors, agents and
servants from and against all liabilities,
fines, penalties, actions, damages, claims,
demands, judgments, losses, suits or
actions, costs, and expenses arising out of
any claim asserted for infringement of
copyright, trademark or patent including
reimbursement of the cost of reasonable
attorneys’ fees incurred by the County, its
officers, officials, employees, contractors,
agents, servants in any action or
proceeding arising out of or in connection
with any claim asserted for infringement of