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					Legal Notice Notice is hereby given by the Public Safety & Corrections Committee of the Steuben County Legislature and Steuben County Sheriff will receive competitive sealed proposals for Dietary/Food Service for the Steuben County Correctional Facility, Document #GC-06-016-P. Specifications, proposal forms and general proposal provisions are available at the Purchasing Department, 3 East Pulteney Square, Bath, New York 14810. Telephone number: 607-776-9631, Ext. 2484. Interested parties assume all responsibility that their requests for mailed proposal documents is executed. A site visit/pre-bid proposal conference is scheduled at 10:30 A.M. on Wednesday, August 16, 2006. Attendees to meet at the Steuben County Public Safety Building, 7007 Rumsey Street Ext., Bath, NY. This is the only opportunity for a pre-proposal conference and site visit. Sealed proposals on our prepared forms to be considered will be received at the Purchasing Department until 1:30 P.M. local time on Wednesday, August 30, 2006. Proposals will be opened and acknowledged as received at this time. By Order of: Public Safety & Corrections Committee Dated: August 7, 2006 ___________________ James L. Gleason Director of Purchasing

Instructions to Vendors
1. Scope: To furnish the Steuben County Correctional Facility with a dietary/food service program which best meet or exceed the scope of services set forth in the Request for Proposal entitled Steuben County Correctional Facility dietary/food service. Award will be made as may be determined, the acceptance of which will in the County’s judgment, best promote the public interest. Exceptions to the proposal specifications shall be explained with the right reserved to accept or reject any exceptions. Proposals received after the specified time of receipt will be returned unopened. The Non-collusive Proposal Certification as required by Chapter 956 of the Laws of New York State, pursuant to Section 103-d of the General Municipal Law, must accompany each bid. Steuben County reserves the right to waive any informalities in or reject any and all proposals or to accept the one that in its judgment will be for the best interest of the County. Steuben County is a political sub-division of New York State and as such is tax exempt. The County of Steuben, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 hereby notifies all vendors that it will affirmatively insure that the contract entered into pursuant of this advertisement will be awarded without discrimination on the grounds of race, color, sex or natural origin. All proposals are subject to the appendices attached to the within specifications. Said appendices shall be signed and returned with the proposal. All proposals are subject to final review and acceptance by the appropriate committee(s) of the Steuben County Legislature before any award of contract may be made. Receipt of proposals by the County shall not be construed as authority to bind the County. All proposals shall be firm for a period of forty-five (45) days in order for the County to determine the lowest responsible proposals. Facsimile transmitted proposals are not acceptable and will be rejected.

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General Information:

Request for Professional Services-Dietary/Food Services Steuben County Correctional Facility
1. Summary of Project: The Steuben County Correctional Facility, 7007 Rumsey Street Ext., Bath, N.Y. 14810 is seeking the professional technical assistance of a firm with extensive experience in providing dietary/food services to correctional facilities preferably in New York State. County Contact: Major Christopher Lian, Steuben County Correctional Facility, 7007 Rumsey Street Ext., Bath, N.Y. 14810. Telephone number: 607-776-4406 and FAX number: 607-776-3973. Basis of Award: Based upon respondents written proposal and any requested presentations. The respondents experience in correctional facilities ability to comply with American Correctional Assoc. standards, references-preferably New York State, menu quality and proposed price per meal. Award will be made to the responsible vendor upon approval of the standing Legislative committee. Steuben County reserves as its right the right to select what option is deemed to be in the best interest of the County. 4. Contract Period: Initial one (1) year after award with the option to renew up to four (4) one (1) year terms based on the same terms and conditions of this document. Labor Rates: In accordance with the provisions of the State Labor Law, the wages and supplements to be paid by the contractor to workers, labors and mechanics for work performed pursuant to the terms of the contract as shall be awarded as a result of this solicitation shall not be less than the prevailing rate of wages including supplements in effect at the time the contract work is performed. A current schedule of wages and supplements to be paid for work performed pursuant to said contract, as provided by the Commissioner of Labor will be part of the contract documents. It is understood and agreed, however, that the said schedule is subject to revisions of the Commissioner of Labor and that the contractor shall be obligated to and shall pay to all laborers, workers and mechanics not less than the wages and supplements outlined in the schedule which shall be in effect at the time the work under this resulting contract is performed. Such revised schedule(s) shall be annexed to and form part of the resulting contract for the work. In the event that any other occupation not mentioned in the annexed schedule of the classifications shall be required in the execution of the aforesaid work, supplementary wage schedules shall be requested from the Commissioner of Labor, and such supplementary schedules shall, upon notice of the contractor, become and be a part of the wage schedule embodied in the resulting contract. The most current schedule of wages shall be posted at the job site as required by law. It is suggested that contractors familiarize themselves with all the other requirements of the New York State Labor Law. 6. Proposal Period: We agree to hold the proposal open for a forty-five (45) day period following the scheduled time for the opening of proposals. Regulations and Permits: a) The contractor shall comply with all provisions of the rules, regulations and orders of the Federal, State and local governmental agencies applicable to the work under this

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contract. It shall be the obligation of the contractor to keep himself informed of all government regulations. b) 8. Contractor shall apply and pay for any and all permits and licenses which may be required under this contract.

Insurance: a) This proposal solicitation includes an information sheet entitled: STEUBEN COUNTY STANDARD INSURANCE REQUIREMENTS. These requirements establish the minimum insurance(s) which the contractor shall have in effect prior to and maintained throughout the term of any contract by all parties contracting to do business with Steuben County. b) Steuben County shall be named as an additional insured in the contractor’s policy for all intents and purposes of this contract and for any and all actions, which may be taken as a result of this contract. Each awardee shall submit a copy of its Certificate of Insurance (which indicates the contractor’s compliance with the above sections a) and b) to both of the following: • d) Steuben County Risk Manager, 3 East Pulteney Square, Bath, New York 14810, (607) 664-2607.

c)

The Certificate of Insurance must be approved by the County Risk Manager prior to the contractor’s acting on and/or performing any of the obligations it incurred as a result of the award and/or contract. Self-employed persons must carry such Worker’s Compensation coverage as directed by the Steuben County Risk Manager.

e) 9.

Quality/Performance of Project: The County of Steuben shall be the sole judge as to the project work and performance and therefore its acceptability. Responsibilities for Work: The contractor assumes full responsibility for the acts and omissions of all his employees and all subcontractors, their agents and employees and all other persons performing work under the contract. Safety: All employees of the contractor or subcontractor, employed on work for Steuben County shall be instructed in and be familiar with safety rules and regulations applicable to the nature of the work being performed under the contract. The contractor shall have sole responsibility to see that their employees are so informed and that they follow safety practices. Proposals and Attachments: These documents shall be signed by an employee or officer of the vendor firm who has been authorized to enter into contracts for the total cost of the project. Interpretation or Correction of Proposal Documents; Addenda: No oral interpretation will be made to any vendor as to the meaning of the proposal documents or any part thereof. Any request for such an interpretation shall be in writing and submitted to James L. Gleason, Director of Purchasing at least ten (10) days prior to the scheduled proposal opening. Any interpretation made to a vendor will be in the form of written addendum and when issued will be on file in the Purchasing Department at least twenty-four (24) hours before proposals are to be opened. In addition, all addenda will be mailed to each person holding a bid proposal package. No vendor shall reply upon any interpretation by any other method. All addenda shall become part of the contract documents and each vendor shall be bound by such addenda, whether or not received by the vendor.

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Sales Tax Exemption: The county is exempt from payment of sales and compensating use taxes of the State of New York and of cities and counties within the State of New York. Vendor’s Responsibility: a) Examination of proposal documents and projects sites: Before submitting a proposal, the vendor must examine the proposal documents thoroughly; visit the work sites to familiarize themselves with the conditions which will be encountered relating to the character, quality and quantity of the work to be performed and the materials to be furnished or that may in any manner affect the cost, progress or performance of the work; familiarize themselves with Federal, State and local laws, ordinances, rules and regulations that may in any manner affect the cost, progress or performance of the work and the employment of labor thereof; and carefully correlate the vendor observations with the requirements of the proposal documents. Contractors will not be given extra payments for conditions, which can be determined by examining the proposal documents and the existing sites. b) A site visit will be held in accordance with the specifications and proposal documents. Vendors are encouraged to attend this meeting. No other site visit will be conducted. Non attendance at this meeting is the vendor’s responsibility and in no way avoids full compliance with the total project requirements as specified.

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Protection from Claim Against “or equal”: In the event of any claim by an unsuccessful vendor concerning or relating to the issue of “equal or better” or “or equal” the successful vendor agrees to hold the County of Steuben free and harmless from any and all claims for loss or damage arising out of this transaction for any reason whatsoever. The county is to be free and harmless for any and all legal fees and court costs. Vendor’s Representations: By making a proposal, the vendor represents and warrants to the county that: a) Vendor is and will be financially responsible and has and will have sufficient liquidity to meet its financial responsibilities under the contract and for all the projects in which the vendor is or may become involved. Vendor has carefully examined the proposal documents, has attended the pre-proposal conference and has visited and examined the site or deems such pre-conference, visit and examination to be unnecessary. From vendors investigation vendor has satisfied them as to the nature and locations of the proposed work, the general and local conditions and all materials which may in any way affect the work or its performance. Vendor fully understands the intent and purpose of the proposal documents. The proposal is based upon the technology, materials, equipment and systems required by the proposal documents without exception. Claims for additional compensation and/or extension of time relating to the vendor’s non-compliance with its representation and warranties will not be allowed.

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Preparation of Proposals: Proposals must be submitted on the proposal form in the proposal documents and prepared in the following manner. a) All blank spaces on the proposal form shall be filled in legibly, in ink or type-written. If both words and figures are requested, the written words shall be binding on the vendor. In the event of an error in the sum total of the proposal, the proposal shall be the sum total of all items in written words.

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Erasures and alterations must be initialed by the signed of the proposal. The vendor shall submit proposal in accordance with the proposal documents and shall not make any changes in the wording of the proposal form or make any stipulations or qualify the proposal in any manner. Prior to the receipt of proposal, addenda will be mailed or delivered to each vendor of record as having received the proposal documents and will be available for inspection whenever the proposal documents are kept available for purpose. The vendor shall note the receipt of addenda in the spaces provided on the proposal form and the date of each addendum. If no addenda have been received, insert the word “none”. Failure to acknowledge addenda shall be sufficient cause for rejection of the proposal. The non-collusive proposal certificate required by Section 103-d of the General Municipal Law is included in the proposal form, along with other attachments required by the county. One (1) complete original and four (4) duplicates of proposal is required.

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f) 19.

Proposal Security: a) Each proposal must be accompanied by proposal security, which shall not be less than 5% of the base proposal. Proposal security shall be submitted in the form of a certified check or bank draft or proposal bond in the form acceptable to the county. A proposal bond shall be secured by a Surety Company authorized to do business in the State of New York as a surety. No proposal will be considered unless it is accompanied by the required security. Certified checks or bank drafts must be payable to the order of the Steuben County Treasurer. b) Proposal securities will be returned within ten (10) days after the proposal are opened to vendors whose proposals in the judgement of the county will not be considered in making the award. All other proposal securities will be returned upon execution and submission of the agreement and the required surety bonds by the successful bidder. If the vendor to whom the contract is awarded fails, neglects or refuses to execute the agreement within ten (10) days after notice of award the proposal security shall be forfeited to the county as liquidated damage.

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Submission of Proposals: The proposal must be submitted in a sealed opaque envelope marked on the outside with: a) Vendor’s name and address; b) Designation “Steuben County Correctional Facility Request for Professional Services for Dietary/Food Services”.

The envelope shall be addressed to the Director of Purchasing, Steuben County Purchasing Department, 3 East Pulteney Square, Bath, New York 14810. 21. Proposals and Attachments: These documents shall be signed and dated by an employee or officer of the vendor firm who has been authorized to enter into contracts for the firm for the total cost of the project. Modification or Withdrawal of Proposals: a) A proposal may be modified or withdrawn by an appropriate document duly executed in the manner that a proposal must be executed and delivered to the place where proposals are to be submitted at any time prior to the scheduled time for opening of proposals. b) No proposal may be modified, withdrawn or canceled for a period of forty-five (45) days after the date of the proposal opening, and all proposals shall be subject to acceptance by the county during this period.

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Vendor’s Qualifications: The county may make such investigation as it deems necessary to determine the qualifications and ability of the vendor to provide the equipment and perform the work, and the vendor shall promptly furnish to the county all such information and data as the county may request for this purpose. The county reserves the right to reject any proposal where an investigation of the available evidence or information does not satisfy the county that the vendor is properly qualified or able to carry out the obligations of the contract and to provide the equipment and work contemplated therein. The issuing of proposal documents by the county to vendors shall not be construed as pre-qualifications of that vendor. Names of principal subcontractors must be submitted within seven (7) days after the notification of award of contract. Consideration of Proposals; Acceptance of Proposal (Award): a) The county shall have the right to reject any and all proposals, to reject a proposal not accompanied by the required proposal security or by other data required by the proposal documents, to reject a proposal which is in any way incomplete or irregular, and to waive any informality in a proposal. b) The award of contract will be made by written notice of award signed by a duly authorized representative of the county and no other act of the county shall constitute the acceptance of a proposal. If a contract is awarded, it will be awarded to the responsible vendor based on responses to the questions in the RFP with the greatest benefit as determined by the county. The acceptance of proposal shall bind the successful vendor to execute the contract as provided in paragraph 25.

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Execution of Contract; Certificate of Insurance: The vendor to whom the award is made shall assist and cooperate with the county, as necessary in preparing the standard county agreement for execution by the parties and within ten (10) days of receipt of the agreement shall execute the agreement and return it to the county together with the required Certificate of Insurance. See Appendix B Standard County Agreement. Commencement of Work: Notwithstanding any delay in the preparation and execution of the agreement, the successful vendor shall be prepared upon receipt of the notice of award, to commence work within a time period mutually acceptable between bidder and the county. Project to be completed by an agreed date between the County and the successful vendor. Working Hours: The current meal schedule at the Correctional Facility is as follows: -Breakfast: 7:00 A.M.-7:30 A.M. -Lunch: 11:00 A.M.-12:00 P.M. -Dinner: 4:00 P.M.-4:30 P.M. Property Damage: Should the contractor cause any damage to county property, the contractor will be required to make repairs immediately. The county may however, elect to make repairs or replace damaged property and deduct the cost from monies due the contractor. Inspection: All work performed by the contractor shall be subject to the direction and inspection of the project manager or his representative to ascertain that the completed work complies in all respects with the standards and requirements set forth in these contract documents. Supportive Specifications: a) Permits: The vendor shall be responsible for obtaining all permits required to fulfill this contract and shall comply with all laws, ordinances, rules and regulations of the jurisdictions in which the work is performed.

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b)

Project Work Schedule: A work schedule and plan of implementation shall be submitted with the proposal that shall address the following areas. 1) Vendor’s development of an operating plan for food service that best meets the stated objectives and needs of Steuben County. Includes quality of the Quality Assurance plan and proposed staffing and personnel plan. A plan for dealing with emergencies. Successful respondent must have a backup facility in area for emergency preparation. A list of all subcontractors to be used on the project. A list of at least five (5) similar projects which the vendor has successfully completed in the past three (3) years. Include contact person, agency name and telephone number.

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Environmental Protection: The contractor shall comply with any and all Federal, State, County, local and municipal statutes, laws, regulations and ordinances pertaining to environmental protection; and conduct his operation as may be necessary to avoid water, air and noise pollution as controlled by any such statutes, laws, regulations and ordinances.

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Late Proposals: Vendors will be fully responsible for the delivery of their proposals in a timely manner. Reliance upon the U.S. mail or other carriers is at the vendor’s risk. Late proposals will not be considered. All vendors assume all responsibility and must satisfy themselves that their request(s) for mailed specifications is executed.

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County Rights Reserved: The county reserves the right to reject any and/or all proposals, to waive irregularities and technicalities in any proposal, and/or to use the lease/purchase option as a method of award. Quality: Vendors shall offer the equipment that comes closest to meeting the specific detail of the specifications. Vendor customer Satisfaction Guarantee: Each vendor shall enclose with their proposal a detailed explanation of their customer service guarantee. This guarantee will be considered in making the proposal award. Mediation/Dispute Resolution: Any claim, dispute or other matter in question arising out of or related to these specifications or contract(s) shall be subject to mediation as a condition precedent to the institution of legal or equitable proceedings by either party. The owner and contractor shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party and with the American Arbitration Association. Mediation shall proceed in advance of legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date filing, unless stayed for a longer period by agreement of the parties or court order. The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.

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Action at Law: Prior to mediation, vendor shall submit a written “Notice of Dispute” (NOD) advising owner of intent to file a demand for mediation with ten (10) working days of the event giving rise to the proposed mediation. Thereafter, the owner shall submit the NOD to a Dispute Resolution Board (DRB) consisting of three (3) members, an appointed by the County Administrator. The DRB shall review the NOD with ten (10) business days. Pending the resolution of the NOD by DRB shall be binding. This provision shall apply to all claims or disputes arising out of or related to the contract, claims for extension of time, claim for differing sited conditions and claims resulting in suspension of work. Along with the NOD, vendor shall submit an as built chart, “Critical Path Method” scheme or other diagram or chart depicting in graphic form how the operations were or are presumed to be adversely affected. The vendor agrees to make no claim for damages for delay in the performance of this contract occasioned by any act or omission to act of the owner or any of its representatives, and agrees that any such claim shall be fully compensated for by and extension of time to complete performance of the work as provided herein. In the event mediations not concluded in ninety (90) days, then either party is free to initiate an action at law in equity in a court of law. Said disputes shall be addressed solely through the Supreme Court of New York with all parties maintaining any and all rights, claims and defenses as may be provided by law. Pending final decision of a dispute, the contractor shall proceed diligently with the performance of his/her/their contract in accordance with the directions of the County’s authorized representative.

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Hold Harmless: The vendor shall at all times save harmless the County of Steuben from all claims, damage or judgments or for the defense or payment thereof, based on any claim, action or cause of action whatsoever, including any action for libel, slander, personal injury or any affiliated claims, be reason of any act or failure to properly act on the part of the other and in particular as may arise from the performance under this contract. Transmittal Letter: 1. This letter is to be a brief letter, addressed to Steuben County, which provides the following information. a) b) c) d) 2. Name and address of the vendor. Name, title and telephone number of the contact person for the vendor. A statement that the proposal is in response to this RFP. The signature typed name and title of the individual who is authorized to commit the vendor to the proposal.

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Technical Proposal: This portion of the proposal must address each item listed below; Introduction: a) Company Profile: 1) Date organized to provide food service management in institutional and correctional facilities. 2) 3) 4) Corporate background and depth of support, including description of parent company, if any. Number of employees. Number of years doing business.

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Describe current contracts or business with other correctional food service facilities: 1) Client. 2) 3) Date of original contract. Type/size.

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Facilities currently accredited by State or Federal Accreditation Board: 1) Name of facility. 2) Accrediting agency-list all.

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Company achievements in providing correctional food service management: Corporate and regional office organizational structure. References with addresses and phone contacts.

Termination of Contract: a) Termination for Cause: Steuben County may terminate the contract at any time that the contractor fails to carry out its provisions or to make substantial progress under the terms specified in the contract. 1) Steuben County shall provide the contractor with sixty (60) days written notice of conditions endangering performance. If after sixty (60) days written notice the contractor fails to remedy the condition contained in the notice, Steuben County shall issue an order to stop work immediately. Steuben County shall be obligated to reimburse the contractor only for those services rendered prior to the date of notice of termination, less any liquidation damages that may be assessed for non-performance.

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Unilateral Right to Terminate: Either party upon receipt of not less than sixty (60) days written notice may terminate the contract on an agreed date prior to the end of the contract period without penalty to either party. Lack of Funds: Notwithstanding any other provisions of the contract, if the funds anticipated for the continued fulfillment of this contract are at any time not forthcoming, through the failure of the County government to appropriate funds, discontinuance or material alteration of the program under which funds were provided, Steuben County shall have the right to terminate the contract without penalty by giving not less than sixty (60) days written notice documenting the lack of funding.

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Proposal Requirements:

Request for Professional Services-Dietary/Food Services Steuben County Correctional Facility
1. Introduction: This request for proposal is for the provision of dietary/food services for the inmates and staff at the Steuben County Correctional Facility. The successful vendor shall be responsible for providing support services and feeding one hundred fifty (150) inmates, current average daily population, with the ability to expand to two hundred eighty-two (282) inmates, after current facility expansion is completed, and a staff of approximately thirty five (35)- fifty (50), seven (7) days per week, three hundred sixty five (365) days per year. 2. Objectives: a) To deliver high quality food service that can be audited against established nutritional and health standards. b) c) d) e) f) g) h) 3. To operate the food service program using corrections-experienced and professionally trained personnel. To operate the food service program in a cost-effective manner with full reporting to Steuben County. To implement a written food service plan with clear objectives, policies, procedures and annual evaluation of compliance. To maintain an open collaborative relationship with the administration and staff of Steuben County and other county offices. To maintain standards established by Steuben County, the New York State Commission of Corrections, as well as ACA, State and Federal Correctional Food Service standards. To offer a comprehensive program for continuing staff and inmate training. To operate the food service program in a humane manner with respect to the inmates’ rights to basic health and nutritional standards.

Qualifications: a) The vendor must have qualified and trained staff with sufficient back-up personnel to successfully complete the contract requirements. Personnel must include a full-time, corrections experienced registered dietitian, licensed in NY, available for menu development. Resume must be included in the proposal. b) The vendor’s demonstrated experience and expertise in correctional facilities. Experience shall include current service in correctional facilities of similar size and volume, as well as experience of staff, district manager, dietitian, transition team and local and regional support network. The vendor must have the central office capability to supervise and monitor the program ensuring satisfactory provision of services. In addition, the vendor must have an alternate emergency preparation site in the area. Food service personnel must successfully undergo background checks by the Steuben County Sheriff’s Department.

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Deliverables/Scope of Services: Any response to this request for professional services must demonstrate how the food service company intends to perform the following requirements. It is the intent of this Request for Professional Services to describe the necessary requirements to provide a successful dietary/food service program for the Steuben County Correctional Facility. Any and all requirements not listed herein but which are necessary to provide a complete dietary/ food service shall be considered by all parties to have been specified and required. a) b) c) d) e) f) g) h) i) Food service company must have as a minimum five (5) years experience in food service relative to the corrections field. Food service company shall comply with the New York State Commission of Correction and ACA standards for local jails. Food service company shall procure food products competitively to ensure lowest per meal cost possible. Food service company will provide kitchen cleaning supplies. Food service company shall be responsible for routine cleaning of kitchen and staff dining areas. Food service company will not provide pork or pork derived products. Food service company shall provide menu items common to the geographic area of the correctional facility. Food service company shall provide correctional references, New York State and National. The food service company must meet the daily nutritional needs of each inmate based upon current recommended dietary allowances of the Food and Nutrition Board of the National Academy of Sciences, National Research Council. The food service company shall be responsible to plan and prepare written and dated menus. A sample menu must be submitted with any response to this RFP. Menus must be reviewed by a nutritionist or dietician certified by the New York State Education Department to ensure proper levels of nutrients and calories. The food service company shall be able to provide any reasonable diet established by the inmate’s religion and provide menu plan evidence. All employees of the food service company shall maintain high levels of cleanliness and conform to hygienic practices while performing facility duties. Each prisoner is required to be served as a minimum three meals each in a twenty-four (24) hour period. Food service company will establish policies and procedures designed to ensure food is served at temperatures. It is required that at least one (1) of the three regularly scheduled meals is served hot. Food service company shall be able to provide alternative meals for inmates engaged in unhygienic acts such as spitting, throwing feces or urine or uses food service equipment

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in a manner considered a threat to the safety, security or good order of the facility or the health and safety of any person. 1) r) Alternative meals must include appropriate levels of nutrients and calories and be approved by a certified nutritionist or dietician.

All food stored at the correctional facility shall be maintained to protect against spoilage and contamination and in compliance with the requirements of the State Sanitary Code as contained in the Public Health Law or any rules or regulations promulgated by the NYS Department of Health. The food service company shall develop a strong interaction with the correctional facility administration to enable quick resolution to any problem that may develop. The food service company shall be able to supervise inmate workers to ensure the security, safety and good order of the facility.

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Proposal Title:

Request for Competitive Sealed Proposals Professional Services-Dietary/Food Services Steuben County Correctional Facility

File Date/Time: Opening Date/Time: Place: To:

Wednesday, August 30, 2006; 1:30 P.M. local time Wednesday, August 30, 2006; 1:30 P.M. local time Purrchasing Department

James L. Gleason, Director Steuben County Purchasing Department 3 East Pulteney Square Bath, New York 14810

Pursuant to and in compliance with the “Notice to Vendors” we the undersigned propose to perform as described in accordance with the specifications issued for same and subject to all terms, conditions, requirements provided therein and in the various proposal documents. We acknowledge that we have a full set of contract documents, including any and all addendum and understand their meaning and intent, that we have examined the site and location where the work is to be performed and are familiar with the site conditions insofar as they affect the cost and administration of the work.

Addendum #: Addendum #:

Dated: Dated:

Addendum #: Addendum #:

Dated: Dated:

We will execute within ten (10) calendar days after receipt of the prescribed forms an agreement to perform the work for the compensation stipulated hereinafter. We will concurrently furnish and deliver all certificates of insurance as required in the specifications. Proposal Period: We agree to hold the proposal open for a forty-five (45) day period following the scheduled time for the opening. Owner’s Rights Reserved: We understand that the County reserves the right to reject any or all bids or to waive any informality or technicality in any proposal. Knowledge of Local Conditions and Contract Documents: The undersigned has examined the location of the proposed work, specifications and other contract documents and is familiar with local conditions at the place the work is to be performed.

Request for Competitive Sealed Proposals Professional Services-Dietary/Food Services Steuben County Correctional Facility Page 2

Steuben County Inmate Feeding Cost Summary Inmate Meals 150-169 170-189 190-209 210-229 230-249 250-269 270-289 290-309 310-329 330-349 350-369 Scale determination will be determined by taking the total number of inmates meals served in a 7 day period and dividing that number by 21. Staff meals will be billed at the same rate as the inmate meal during that week. Other costs associated with caterings and or bulk sales will be determined on a case by case basis as mutually agreed upon.

PLEASE PRINT OR TYPE. Company Name: Address: Completed by: Telephone Number: Federal Employer ID#: Signature: Fax Number: Date:

Hold Harmless Clause

As a successful vendor, I shall hold harmless the County of Steuben and representatives thereof from all suits, actions or claims of any kind brought on account of any injuries or damages sustained by any person or property in consequence of any neglect in safe-guarding contract work or on account of any act or omission by the contractor or his employees, or from any claims or amounts arising or recovered under any law, ordinance, regulation or decree.

NAME OF COMPANY:____________________________________________________________________ SIGNED:______________________________________________________________________________ NAME:_______________________________________________________________________________ TITLE:________________________________________________DATE:__________________________

NON-COLLUSIVE PROPOSAL CERTIFICATE

By submission of this proposal, each vendor 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: 1. 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 vendor or with any competitor; Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the vendor and will not knowingly be disclosed by the vendor prior to opening, directly or in-directly, to any other bidder or to any competitor; and No attempt has been made or will be made by the vendor to induce any other person, partnership or corporation to submit or not to submit a proposal for the purpose of restricting competition.

2.

3.

NAME:______________________________________________________________________________ ADDRESS:___________________________________________________________________________ SIGNED BY:_____________________________________________TITLE:_______________________ NAME PRINTED/TYPED:________________________________________________________________ TELEPHONE NUMBER:_____________________________________DATE:_______________________

Appendix A
STEUBEN COUNTY STANDARD INSURANCE REQUIREMENTS Prior to commencement of work, delivery of services, acquisition of merchandise or equipment, a Certificate of Insurance and a policy endorsement covering items A, B & C must be delivered to the County department responsible for the agreement, and to the County Risk Manager. A Certificate of Insurance may be used to show coverage only. ITEMS: A. B.

Steuben County, 3 Pulteney Square. East, Bath, N.Y., 14810 shall be named as an additional insured (for the purposes of coverage but not the payment of premium). ACKNOWLEDGEMENT: The insurance companies providing coverage acknowledge that the named insured is entering into a contract with Steuben County in which the named insured agrees to defend, hold harmless, and indemnify the County, its officials, employees and agents against all claims resulting from work performed, material handled and services rendered. The contractual liability coverage evidenced will cover the liability assumed under the County-Contractor agreement.

C.

Prior to non-renewal, cancellation or a change of converge on this policy, at least thirty (30) days advance written notice shall be given to Steuben County Risk Manager at Steuben County Offices, 3 Pulteney Square East, Bath, N.Y. 14810

MINIMUM COVERAGE AND LIMITS ARE Workers' Compensation Coverage will be required for anyone doing any kind of work for Steuben County. This includes self-employed individuals. The Steuben County Risk Manager may waive this requirement. COVERAGE REQUIRED LIMITS REQUIRED MINIMUM $1,000,000 PROFESSIONAL LIABILITY AUTO LIABILITY TO INCLUDE: OWNED, HIRED & NON-OWNED MINIMUM $1,000,000 PROFESSIONAL SERVICES STATUTORY WORKERS COMPENSATION STATUTORY EMPLOYERS LIABILITY STATUTORY DISABILITY BENEFITS COMPREHENSIVE GENERAL LIABILITY TO INCLUDE: PREMISES & OPERATIONS, PRODUCTS & COMPLETED OPERATIONS, INDEPENDENT MINIMUM $1,000,000 CONTRACTOR, CONTRACTUAL, BROAD FORM PROPERTY DAMAGE, (XCU HAZARDS) CONSTRUCTION & MAINTENANCE AUTO LIABILITY TO INCLUDE: OWNED, HIRED & NON-OWNED MINIMUM $1,000,000 STATUTORY WORKERS' COMPENSATION STATUTORY EMPLOYERS LIABILITY STATUTORY DISABILITY BENEFITS COMPREHENSIVE GENERAL LIABILITY TO INCLUDE: PRODUCTS & MINIMUM $1,000,000 COMPLETED OPERATIONS, CONTRACTUAL, BROAD FORM PROPERTY ACQUISITION OF SUPPLIES STATUTORY WORKERS' COMPENSATION OR EQUIPMENT STATUTORY EMPLOYERS LIABILITY STATUTORY DISABILITY BENEFITS COMPREHENSIVE GENERAL LIABILITY TO INCLUDE: PREMISES & OPERATIONS ,PRODUCTS & COMPLETED OPERATIONS , INDEPENDENT MINIMUM $1,000,000 CONTRACTOR, CONTRACTUAL, PERSONAL INJURY, LIQUOR LEGAL LIABILITY COUNTY PROPERTY USED AUTO LIABILITY TO INCLUDE: OWNED, HIRED & NON-OWNED MINIMUM $1,000,000 BY OTHERS STATUTORY WORKERS' COMPENSATION STATUTORY EMPLOYERS LIABILITY STATUTORY DISABILITY BENEFITS COMPREHENSIVE GENERAL LIABILITY TO INCLUDE: PREMISES & OPERATIONS, PRODUCTS & COMPLETED OPERATIONS, INDEPENDENT MINIMUM $1,000,000 CONTRACTOR, CONTRACTUAL, PERSONAL INJURY, LIQUOR CONCESSIONAIRE SERVICES LIVERY SERVICES AUTO LIABILITY TO INCLUDE: OWNED, HIRED, & NON-OWNED MINIMUM $1,000,000 MUNICIPAL AGREEMENTS STATUTORY WORKERS' COMPENSATION STATUTORY EMPLOYERS LIABILITY STATUTORY DISABILITY BENEFITS Proposal specifications, particular contracts, leases or agreements may require increased limits and or additional coverage. If there are questions please contact the Steuben County Risk Manager 607-776-9631. TYPE OF CONTRACT

AGREEMENT day of , THIS AGREEMENT made effective the by and between the COUNTY OF STEUBEN, a municipal corporation organized and existing under and by virtue of the Laws of the State of New York and being one of its political subdivisions, having its principal place of business in the Village of Bath, Steuben County, State of New York, through its Department, herein after called the “County”, and of , hereinafter called the "Agent." WITNESSETH: WHEREAS, the County has sought to procure ; and

WHEREAS, the County and Agent are desirous of entering into an agreement for said purpose; and services. WHEREAS, the Agent has the knowledge, skills, and experience necessary to perform these

NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter contained the parties agree as follows: 1. SCOPE OF WORK. Scope of work is 2. TERM. The term shall be 3. CONSIDERATION. Consideration shall not exceed 4. INSURANCE. The Agent agrees to maintain insurance as specified by attached Appendix “A” and shall provide the Steuben County Risk Manager with a certificate of insurance naming Steuben County as an additional insured. Self-employed persons must carry such Workers’ Compensation coverage as directed by the Steuben County Risk Manager. 5. COMPLIANCE WITH RULES, REGULATIONS AND LAWS. It is mutually agreed that all rules, regulations and laws pertaining hereto shall be deemed to be part of this Agreement, and anything contained herein that may be in whole or in part inconsistent therewith shall be deemed to be hereby amended and modified to comply with such legislation, rules, regulations and laws, for and during such time the same shall be in effect, but at no other time. If any provision contained herein is found now or during the life of this Agreement to be null and void, in whole or in part as a matter of law, then said clause or part hereof shall be deemed to be severed and deleted from this Agreement leaving all other clauses or parts thereof in full force and effect. It is further agreed that there shall be no gap in the coverage or applicability of said remaining clauses or parts thereof. The Agent agrees to comply with the Federal Commercial Drivers License Drug and Alcohol Testing Program requirements set forth in 49 CFR Parts 40 and 382. In acceptance of this Agreement, the Agent covenants and certifies that he will comply in all respects with all Federal, State, County or other Municipal Law which pertains hereto regarding work on municipal contracts, matters of employment, length of hours, workers’ compensation and human rights. through

Page A-8b 6. CONFIDENTIALITY. The Agent specifically covenants and certifies that it will comply in all respects with the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA Privacy Rule”) with respect to the Protected Health Information (“PHI”) of clients of the County and with the compliance requirements of Appendix “B”, which is attached hereto and made a part hereof. For purposes of HIPAA and Appendix “B,” the Agent shall be referred to as a “Business Associate.” 7. CONFLICT OF INTEREST. The Agent hereby stipulates and certifies that there is no member of the Steuben County Legislature or other Steuben County Officer or employee forbidden by law to be interested in the Agreement directly or indirectly, who will benefit therefrom or who is a party thereto. 8. LICENSES. The Agent hereby agrees that he will obtain, at his own expense, all licenses or permits necessary for this work, if any are necessary prior to the commencement of said work. 9. INDEPENDENT CONTRACTOR STATUS. The Agent covenants and agrees that he will conduct himself consistent with his status, said status being that of an independent contractor and that himself, his employees or agents will neither hold themselves out as, nor claim to be an officer or employee of the County of Steuben, for such purposes as, but not limited to, Workers’ Compensation coverage, Unemployment Insurance Benefits, Social Security or Retirement membership or credit. For sole purposes of the HIPAA Privacy Rule, the Agent shall be considered a Business Associate. 10. HOLD HARMLESS. The Agent shall at all times save harmless the County of Steuben from all claims, damages or judgments or for the defense or payment thereof, based on any claim, action or cause of action whatsoever, including any action for libel, slander, or personal injury, or any affiliated claims, by reason of any act or failure to properly act on the part of Agent and in particular as may arise from the performance under this contract. 11. AUDIT. The Agent shall take such action, if applicable and as necessary and appropriate, to comply with Federal Circular A-128 or Circular A-133 relative to Single Audit of Federal Financial Assistance. In any event, the Agent shall provide the County with appropriate documentation should the County wish to conduct an audit relative to the expenditure of the funds pursuant to this agreement. 12. EXAMINATION OF BUDGET AND APPROPRIATION OF FUNDS. It is expressly understood by and between the parties that any and all payments made pursuant to the within contract may not be in an amount in excess of the sum appropriated therefore in the Budget. The Agent specifically acknowledges his responsibility to examine the Budget to assure himself that the within contract price complies with the amount appropriated therefore. The within contract shall be unenforceable, unless approved by a roll call vote of the Steuben County Legislature, should the contract price exceed the amount appropriated for the object purpose of the contract. The contract shall be deemed executory only to the extent of money available to the County of Steuben for the performance of the terms hereof and the County of Steuben beyond monies available thereof shall incur no liability on account for the purpose thereof.

The preceding clause shall not apply to contracts for provision of services where the State of New York or the U.S. Government mandates the payment and/or amount thereof. In that event, the Department Head represents that there is a funding source sufficient to pay for services provided pursuant to the contract. (Amended 10/12/1999)
In accordance with Section 41 of the State Finance Law, the County shall have no liability under this Contract to the Agent or to anyone else beyond funds appropriated and available for this contract. 1. ASSIGNABILITY. This contract may not be assigned, transferred, conveyed, sublet or disposed of without the previous consent, in writing, of the County of Steuben.

Page A-8c IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

COUNTY OF STEUBEN BY: BY:

AGENT

Dated:

Dated:

Approved as to Form: ____________________________________________ Steuben County Sr. Assistant Attorney

Page A-8d

STATE OF NEW YORK) COUNTY OF STEUBEN)

ss:

day of , before me personally appeared On this me known, who being by me duly sworn, did depose and say that he/she resides in of the corporation described in and which executed the above New York; that he/she is the instrument; and that he/she signed his/her name thereto by order of the Steuben County Legislature.

to ,

________________________________________ NOTARY PUBLIC

STATE OF COUNTY OF

) ss: ) to ,

day of , before me personally appeared On this me known, who being by me duly sworn, did depose and say that he/she resides in ; of the corporation described in and which executed the above that he/she is the instrument; and that he/she signed his/her name thereto by order of said corporation. ________________________________________ NOTARY PUBLIC

Page A-10a Protected Health Information (PHI)/HIPAA Compliance 1. Appendix B

The terms used in this Appendix, but not otherwise defined in this Agreement, including all Appendices, shall have the same meaning as those terms in 45 C.F.R. Parts 160 and 164. To the extent and so long as required by the provisions of 42 U.S.C. 1171 et seq. enacted by the Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder at 45 C.F.R. 160 et seq. and 45 C.F.R. 164 et seq. (herein, the Privacy Standards), the Business Associate agrees to maintain the confidentiality and security and otherwise appropriately safeguard Protected Health Information (herein sometimes referred to as “PHI”) which is made available to or otherwise obtained by the Business Associate pursuant to its performance of its obligations under this Agreement. The Business Associate shall, upon request by the County or the client about whom the information is maintained, make PHI available for inspection, copying and/or amendment in conformance with the Privacy Standards. In the case of a request by the County, the Business Associate shall make the requested PHI available at such time and in such a manner, as will permit the County to comply with the Privacy regulations or meet such other needs as may be applicable. If the Business Associate discloses PHI to a third party pursuant to this Agreement or as required by law, the Business Associate shall first obtain: a. b. Reasonable assurances that such third party will hold such information confidential as provided in this Agreement; and An agreement that such third party will immediately notify the Business Associate of any breaches of confidentiality of the information.

2.

3.

4.

The Business Associate shall enter into an agreement with any such third party pursuant to which the third party agrees to be bound by the terms of this Agreement applicable to the Business Associate and pertaining to protection of health information. 5. The Business Associate acknowledges that federal regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 relating to health care electronic transactions and the security of health care information systems or revisions to the Privacy Standards may become effective during the term of this Agreement. If any such regulations become effective during the term of this Agreement which are applicable to the contractual relationship between the Business Associate and the County, the Business Associate agrees that it will comply in all respects with such regulations and that appropriate contract provisions prescribed by the Department of Health and Human Services or other agency having jurisdiction over such matters shall be incorporated into this Agreement without further action of the parties. In the event revisions to the Privacy Standards are adopted by the Department of Health and Human Services that completely exempt the County from imposing the Privacy Standards applicable to Business Associates upon this Business Associate, this Appendix will be void and of no further effect.

6.

Page A-10b 7. Except as otherwise limited in this Agreement, and provided that such use or disclosure of PHI would not violate the Privacy Standards if done by the County, the Business Associate may, in the performance of its obligations under this Agreement: a. b. Use or disclose PHI created or received pursuant to this Agreement as necessary to provide Services pursuant to this Agreement, or Use PHI created or received pursuant to this Agreement for the proper management and administration of the Business Associate’s operations (including billing functions) or to carry out the legal responsibilities of the Business Associate, or Disclose PHI created or received pursuant to this Agreement for the proper management and administration of the Business Associate’s operations (including billing functions), provided that disclosures are required by law, or the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached; or Use PHI created or received pursuant to this Agreement to provide data aggregation services relating to the Services provided pursuant to this Agreement; or Use or disclose PHI created or received pursuant to this Agreement as may be required by law.

c.

d. e. 8.

The Business Associate will: a. b. c. d. Not use or further disclose the PHI, except as required by law or as permitted by this Agreement; Use appropriate safeguards to prevent the use or disclosure of the information other than as provided for in this Agreement; Report to the County any use or disclosure of the PHI not provided for in this Agreement, of which it becomes aware; Mitigate, to the extent practicable, any harmful effect that is known to the Business Associate of a use or disclosure of PHI by the Business Associate in violation of this Agreement; Ensure that any agents, including any sub-contractors, to whom it provides PHI created or received pursuant to this Agreement or on behalf of the County, agrees to abide by the conditions provided for in this Agreement; Make PHI available to patients in accordance with the Privacy Standards (45 C.F.R. 164.524); Make PHI available to patients for amendment and incorporation of any amendments to PHI in accordance with the Privacy Standards (45 C.F.R. 164.526);

e.

f. g.

h.

Make available to the County information required to provide an accounting of disclosures, or provide an accounting of disclosures to an individual in accordance with the Privacy Standards (45 C.F.R. 164.528);

Page A-10c i. Make its internal practices, books and records relating to the use and disclosure of PHI received from, or created or received on behalf of the County, available to the County or at the request of the County, to the Secretary of the United States Department of Health and Human Services, at a time and in a manner designated by the covered entity or the Secretary, for the purpose of determining the County’s compliance with 45 C.F.R., Subpart E. In the event of non-renewal or termination of this Agreement, the Business Associate will, if feasible, return or, if permissible under applicable law, rules and regulations destroy all PHI received from the County, or created or received by the Business Associate on behalf of the County, which is still maintained by the Business Associate in any form, and retain no copies of such information unless required to do so by law. In the event such return or destruction is not feasible, the Business Associate shall extend the protections of this Agreement to the PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as the Business Associate maintains such PHI.

j.

9.

If the Business Associate conducts, on behalf of the County, any transactions covered by 45 C.F.R. 162, “Administrative Requirements”, the Business Associate shall conduct such transaction as a “standard transaction” and shall comply with, and shall require any agent or sub-contractor to comply with, all applicable requirements contained therein, as required pursuant to 45 C.F.R. 162.923. Notwithstanding any conflicting provision in this Agreement, the County reserves the right to terminate this Agreement immediately upon notice to the Business Associate if it determines that the Business Associate has violated any material term of this Agreement pertaining to the safeguarding of PHI pursuant to the Privacy Standards.

10.

Business Associate Agreement of This Agreement is made effective the STEUBEN COUNTY, hereinafter referred to as “Covered Entity,” and as “Business Associate,” (individually, a “Party” and collectively, the “Parties”). WITNESSETH:

Page A-11a

, by and between , hereinafter referred to

WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, known as “the Administrative Simplification provisions,” direct the Department of Health and Human Services to develop standards to protect the security, confidentiality and integrity of health information; and WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services has issued regulations modifying 45 CFR Parts 160 and 164 (the “HIPAA Privacy Rule”); and WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangement, Business Associate may be considered a “business associate” of Covered Entity as defined in the HIPAA Privacy Rule (the agreement evidencing such arrangement is entitled “Agreement,” dated and is hereby referred to as the “Arrangement Agreement”); and WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in fulfilling its responsibilities under such arrangement; THEREFORE, in consideration of the Parties’ continuing obligations under the Arrangement Agreement, compliance with the HIPAA Privacy Rule, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Privacy Rule and to protect the interests of both Parties. DEFINITIONS I. Except as otherwise defined herein, any and all capitalized terms in this Section shall have the definitions set forth in the HIPAA Privacy Rule. In the event of an inconsistency between the provisions of this Agreement and mandatory provisions of the HIPAA Privacy Rule, as amended, the HIPAA Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Privacy Rule, but are nonetheless permitted by the HIPAA Privacy Rule, the provisions of this Agreement shall control. The term “Protected Health Information” means individually identifiable health information including, without limitation, all information, data, documentation, and materials, including without limitation, demographic, medical and financial information, that relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. Business Associate acknowledges and agrees that all Protected Health Information that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to

Business Associate or is created or received by Business Associate on Covered Entity’s behalf shall be subject to this Agreement.

II.

Page A-11b CONFIDENTIALITY REQUIREMENTS (A) Business Associate agrees: (i) to use or disclose any Protected Health Information solely: (1) for meeting its obligations as set forth in any agreements between the Parties evidencing their business relationship, or (2) as required by applicable law, rule or regulation, or by accrediting or credentialing organization to whom Covered Entity is required to disclose such information or as otherwise permitted under this Agreement, the Arrangement Agreement (if consistent with this Agreement and the HIPAA Privacy Rule), or the HIPAA Privacy Rule, and (3) as would be permitted by the HIPAA Privacy Rule if such use or disclosure were made by Covered Entity; (ii) at termination of this Agreement, the Arrangement Agreement (or any similar documentation of the business relationship of the Parties), or upon request of Covered Entity, whichever occurs first, if feasible, Business Associate will return or destroy all Protected Health Information received from or created or received by Business Associate on behalf of Covered Entity that Business Associate still maintains in any form and retain no copies of such information, or if such return or destruction is not feasible, Business Associate will extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible; and to ensure that its agents, including a subcontractor, to whom it provides Protected Health Information received from or created by Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply to Business Associate with respect to such information. In addition, Business Associate agrees to take reasonable steps to ensure that its employees’ actions or omissions do not cause Business Associate to breach the terms of this Agreement.

(iii)

(B)

Notwithstanding the prohibitions set forth in this Agreement, Business Associate may use and disclose Protected Health Information as follows: (i) if necessary, for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that as to any such disclosure, the following requirements are met: (a) (b) the disclosure is required by law; or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached;

(ii)

for data aggregation services, if to be provided by Business Associate for the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship. For purposes of this Agreement, data aggregation services means the combining of Protected Health Information by Business Associate with the protected health information received by Business Associate in its capacity as a business associate of another covered

entity, to permit data analyses that relate to the health care operations of the respective covered entities.

Page A-11c (C) Business Associate will implement appropriate safeguards to prevent use or disclosure of Protected Health Information other than as permitted in this Agreement. The Secretary of Health and Human Services shall have the right to audit Business Associate’s records and practices related to use and disclosure of Protected Health Information to ensure Covered Entity’s compliance with the terms of the HIPAA Privacy Rule. Business Associate shall report to Covered Entity any use or disclosure of Protected Health Information, which is not in compliance with the terms of this Agreement of which it becomes aware. In addition, Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement.

(D)

AVAILABILITY OF PHI III. Business Associate agrees to make available Protected Health Information to the extent and in the manner required by Section 164.524 of the HIPAA Privacy Rule. Business Associate agrees to make Protected Health Information available for amendment and incorporate any amendments to Protected Health Information in accordance with the requirements of Section 164.526 of the HIPAA Privacy Rule. In addition, Business Associate agrees to make Protected Health Information available for purposes of accounting of disclosures, as required by Section 164.528 of the HIPAA Privacy Rule. TERMINATION IV. Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this Agreement and the Arrangement Agreement immediately if Covered Entity determines that Business Associate has violated any material term of this Agreement. If Covered Entity reasonably believes that Business Associate will violate a material term of this Agreement and, where practicable, Covered Entity gives written notice to Business Associate of such belief within a reasonable time after forming such belief, and Business Associate fails to provide adequate written assurances to Covered Entity that it will not breach the cited term of this Agreement within a reasonable period of time given the specific circumstances, but in any event, before the threatened breach is to occur, then Covered Entity shall have the right to terminate this Agreement and the Arrangement Agreement immediately. MISCELLANEOUS V. Except as expressly stated herein or the HIPAA Privacy Rule, the parties to this Agreement do not intend to create any rights in any third parties. The obligations of Business Associate under this Section shall survive the expiration, termination, or cancellation of this Agreement, the Arrangement Agreement and/or the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns This Agreement may be amended or modified only in writing signed by the Parties. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. This Agreement will be governed by the laws of the State of New York. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion.

Page A-11d The parties agree that, in the event that any documentation of the arrangement pursuant to which Business Associate provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health Information which are more restrictive than the provisions of this Agreement, the provisions of the more restrictive documentation will control. The provisions of this Agreement are intended to establish the minimum requirements regarding Business Associate’s use and disclosure of Protected Health Information. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect. In addition, in the event a party believes in good faith that any provision of this Agreement fails to comply with the then-current requirements of the HIPAA Privacy Rule, such party shall notify the other party in writing, For a period of up to thirty days, the parties shall address in good faith such concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, the Agreement fails to comply with the HIPAA Privacy Rule, then either party has the right to terminate upon written notice to the other party. above. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written BUSINESS ASSOCIATE: By:____________________________ Title:__________________________

COVERED ENTITY: By:_______________________________ Title:_____________________________


				
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