Specifications

Page 16 of 22
Revised 7/23/14
Disability coverage and/or any lapses
thereof within the past five years;
xii) Disclosure of any criminal
convictions, involving the apparent
lowest Bidder, its officers, directors,
and/or managerial employees, within the
past ten years or criminal indictments or
investigations within the past five years;
xiii) Disclosure of any violations within
the past five years or pending charges
concerning federal, state or municipal
environmental and/or health laws,
codes, rules and/or regulations;
xiv) Identification of all work to be
subcontracted and all material to be
supplied along with their approximate
Contract value. All subcontractors and
suppliers are subject to the approval of
the County. The approval of
subcontractors and suppliers shall be
subject to the same evaluation of
responsibility as their prime Contractor.
C. Prior to a final determination that the
apparent lowest Bidder is not responsible,
the County will notify the Bidder of same,
in writing, stating the reasons causing
concern, and setting forth a time, date and
place for the apparent lowest Bidder to
appear and be heard, prior to a
determination being made regarding his
responsibility. Such hearing shall be
conducted informally, and Bidder shall
have no right to a formal evidentiary
hearing or to the examination or cross-
examination of witnesses at said hearing.
25. Merger; No Oral Changes
It is expressly agreed that the Contract
represents the entire agreement of the parties
and that all previous understandings are herein
merged in the Contract. No modification of the
Contract shall be valid unless in written form
and executed by the County.
26. Arrears To County
Contractor warrants that, except as may
otherwise be authorized by agreement, it is not
in arrears to the County upon debt or Contract
and is not in default to the County as a surety.
27. Set-Off Rights
The County shall have all of its common law,
equitable, and statutory rights of set-off. These
rights shall include, but not be limited to, the
County’s option to withhold from a Fund
Source an amount no greater than any moneys
due and owing to the County for any reason.
The County shall exercise its set-off rights
subject to approval by the County Attorney. In
cases of set-off pursuant to a Comptroller’s
audit, the County shall only exercise such right
after the finalization thereof, and only after
consultation with the County Attorney.
28. Governing Law
This Contract shall be governed by and
construed in accordance with the laws of the
State of New York, without regard to conflict of
laws. Venue shall be designated in the
Supreme Court, Suffolk County, the United
States District Court for the Eastern District of
New York, or, if appropriate, a court of inferior
jurisdiction in Suffolk County.
29. No Waiver
It shall not be construed that any failure or
forbearance of the County to enforce any
provision of the Contract in any particular
instance or instances is a waiver of that
provisions. Such provision shall otherwise
remain in full force and effect, notwithstanding
any such failure.
30. Conflicts Of Interest
The Contractor shall not, during the
performance of the obligations under this
Contract, pursue a course of conduct which
would cause a reasonable person to believe
that he or she is likely to be engaged in acts
that create a substantial conflict between its
obligations under the Contract and its private
interests. The Contractor is charged with the
duty to disclose to the County the existence of
any such adverse interests, whether existing or
potential. This duty shall continue as long as
the Term. The determination as to whether or
when a conflict may potentially exist shall
ultimately be made by the County Attorney
after full disclosure is obtained.
31. Cooperation On Claims
The Contractor and the County shall render
diligently to each other, without compensation,
any and all cooperation that may be required to
defend the other party, its employees and
designated representatives against any claim,
demand or action that may be brought against
the other party, its employees or designated
representatives arising out of or in connection
with the Contract.