REQUEST FOR PROPOSALS FOR PROFESSIONAL LEGAL SERVICES

REQUEST FOR PROPOSALS FOR PROFESSIONAL LEGAL SERVICES for the DUTCHESS COUNTY RESOURCE RECOVERY AGENCY POUGHKEEPSIE, NEW YORK SEPTEMBER 22, 2016 Deadline for the Submission of Proposals OCTOBER 28, 2016 at 3:00 PM SUBMIT PROPOSALS TO: DUTCHESS COUNTY RESOURCE RECOVERY AGENCY 96 Sand Dock Road Poughkeepsie, New York 12601 Contact Person: Ms. Denise Walsh Telephone: 845-463-6021 Email: dwalsh@dcrra.org www.dcrra.org 1

NOTICE TO PROPOSERS FOR PROFESSIONAL LEGAL SERVICES DUTCHESS COUNTY RESOURCE RECOVERY AGENCY POUGHKEEPSIE, NEW YORK Notice is hereby given that Proposals for Professional Legal Services on behalf of the Dutchess County Resource Recovery Agency (DCRRA), will be received by the DCRRA at the DCRRA s office at 96 Sand Dock Road, Poughkeepsie, New York 12601, until 3:00 p.m. EST on October 28, 2016. Copies of the request for proposals may be obtained from the Agency by contacting the Interim Executive Director (lcarille@dcrra.org) or the Deputy Executive Director (dwalsh@dcrra.org), and will be online at www.dcrra.org. The DCRRA retains the right to reject any or all Proposals, to waive any informality in any Proposal, to accept one or more Proposals which in its sole judgment best service its interest, and to negotiate terms of an agreement with the selected Proposer(s). RFP CONTENTS Section 1 Background Information Section 2 Objectives and Technical Requirements Scope of Work Section 3 - Cost/Budget Proposal Requirements Section 4 Evaluation Criteria Section 5 Proposal Requirements Section 6 Billing Rates Attachment A Billing Rates Table Attachment B Non Collusion Certificate Attachment C Sample Contract Agreement, subject to negotiation 2

REQUEST FOR PROPOSALS (RFP) FOR PROFESSIONAL LEGAL SERVICES IN CONNECTION WITH THE DUTCHESS COUNTY RESOURCE RECOVERY AGENCY (DCRRA) Section 1 - Background Information The Dutchess County Resource Recovery Agency (DCRRA) is a public benefit corporation established in 1982 pursuant to section 2047 of the NYS Public Authorities Law. DCRRA was established to oversee the construction, financing and operation of the Resource Recovery Facility (Facility). The prime objective of the DCRRA has been to make Dutchess County selfsufficient in the management of solid waste by providing a publically owned disposal facility. The DCRRA is governed by a 7-member Board of Directors and managed by an Executive Director. Approximately 77% of Municipal Solid Waste (MSW) generated and not recycled in Dutchess County is processed at the Facility. The Facility is located at 96 Sand Dock Road in Poughkeepsie, New York. The Facility has been in operation since 1989. The Facility is currently being operated by Wheelabrator Dutchess County LLC, pursuant to a contract with the DCRRA. The contract expires in 2027. The contract provides for an extension to June 30, 2039. The Facility receives MSW from solid waste haulers and local municipalities and recovers energy in the form of steam and electricity using a mass burning technology in which the waste is combusted with little or no sorting or pre-processing. The Facility uses the O Connor rotary combustor system, which consists of a water cooled steel rotating drum and a stationary outer casing. More information about the Facility is available at www.dcrra.org. Section 2 - Objectives and Technical Requirements Scope of Work DCRRA hereby solicits proposals from counsel admitted to practice in the State of New York and the Southern District of New York in order to provide legal services to the Executive Director and Board of Directors of the DCRRA. The contract between the DCRRA and counsel will commence on or about December 1, 2016 and terminate on December 31, 2018. The DCRRA may, at its discretion, extend for three (3) additional one-year terms with Cost of Living adjusted price changes. Legal services to be provided, include but are not limited to the following: a. A working knowledge of New York State and federal law relative to the operations of the DCRRA. b. Acquisition of real property and easements through purchase and eminent domain. c. Preparation and review of contracts for services rendered, construction relative to facilities and other contracts as necessary. d. Assistance with the preparation of grant applications to federal, state, local public and private entities. 3

e. Consultation with the DCRRA s bond counsel regarding issues concerning the issuance of and compliance with DCRRA s bonds. f. Representation of the DCRRA in regulatory administrative actions and federal and state litigation. g. Ensure compliance with federal, state, and local rules and regulations, including those of the United States Environmental Protection Agency, the New York State Department of Environmental Conservation and the Dutchess County Department of Planning and Development, Solid Waste Management Division. Section 3 - Cost/Budget Proposal Requirements DCRRA shall have the option of selecting one or more counsel to perform the identified work activities described in this RFP by assigning specific tasks to each counsel so selected. Client References: The proposal shall provide a list of three clients for whom similar work has been completed over the last 10 years, including the length of the contract with each client, contact names, telephone numbers, and email addresses. DCRRA may contact these references for additional information. Completed and Signed Pricing Form (Attachment A). Completed and Signed Non Collusion Certificate (Attachment B). Section 4 - Evaluation Criterion The following selection criterion will be used in evaluating the proposals: Qualifications; Demonstrated skill, ability and integrity to perform the services required by the Scope of Work; Payment rates; Reputation; Any other factor that DCRRA, in its sole discretion, deems or may deem relevant or pertinent for such evaluation. DCRRA will also base its evaluation of the responses to this RFP on the following criterion: (a) In each category of services sought, experience of counsel in serving as counsel for clients, including governmental entities and resource recovery entities; 4

(b) In each category of services sought, qualifications of personnel including the experience and availability of the day-to-day counsel and if a firm is chosen, the breadth and depth of other partners, associates and other professionals available to provide services for DCRRA; (c) Team organization and approach including the ability of the firm to adequately staff and complete time-sensitive projects and transactions and to interact effectively with the Executive Director and Board of Directors of the DCRRA, and other professionals involved in DCRRA s projects and transactions. Section 5 Proposal Requirements Deadline: Proposals must be received by 3:00 p.m. on October 28, 2016. Submittal Address: Proposals should be enclosed in a sealed envelope, plainly marked and addressed as follows: PROPOSAL DCRRA LEGAL SERVICES Ms. Denise Walsh, CONTACT PERSON Dutchess County Resource Recovery Agency 96 Sand Dock Road Poughkeepsie, NY 12601 Copies: Proposer shall submit five (5) copies hard copies of the complete proposal with an executed Non Collusion Certificate (See Attachment B). Inquiries: All inquiries and questions regarding this RFP shall be through the designated contact person: Ms. Denise Walsh via email at dwalsh@dcrra.org by 3:00 p.m. on October 14, 2016. All responses will be made in the form of an addendum to this RFP and the questions and responses will be furnished to all Proposers who have provided contact information to Ms. Walsh by the time of the response. The DCRRA reserves the right to communicate with Proposers by email or any other method of delivery or transmission. Interested parties and their agents and representatives are directed not to contact or lobby members of the Board of Directors of DCRRA or DCRRA staff members regarding this RFP. Costs to Respond to RFP: The proposer is responsible for all costs associated with the preparation of a proposal. None of these costs will be the responsibility of the DCRRA. Sales Tax: DCRRA is exempt from the payment of sales taxes of New York and of cities and counties on all services, materials, equipment and supplies sold to DCRRA pursuant to this contract. 5

Contract Term and Insurance Requirements: The selected Proposer will be required to enter into a formal contract agreement with the DCRRA. See Sample Contract Agreement Attachment C. Please refer to the Sample Contract Agreement for all contractually required insurance coverage, subject to DCRRA requirements at time of contract. Insurance certificates must be submitted and approved by DCRRA before the contract can be fully executed. Section 6 - Billing Rates In Attachment A - Billing Rates Table, the firm must list staff level, name, title and hourly billing rate for each lawyer and staff in the firm who would be assigned to work with DCRRA. Only the attorneys listed here will be authorized to work on DRRA matters unless other attorneys are specifically authorized by DCRRA. For services rendered and expenses incurred under this Agreement for the remainder of Fiscal Year 2016 and during Fiscal Years 2017 and 2018, the firm shall be paid by DCRRA on the basis set forth in Attachment A - Billing Rates Table. The final contracts for legal services will be specified on a total annual not-to-exceed cost basis, however the hourly rates specified in the Proposal will be included. The following provisions will apply to all of the counsel s billing and expenses related to providing legal services to the DCRRA: A. Costs and Expenses. We understand that in the course of your representation, it may be necessary for your firm to incur certain costs or expenses. The DCRRA will reimburse counsel for certain costs or expenses actually incurred and reasonably necessary for completing the assigned matter, as long as the charges for costs and expenses are competitive with other sources of the same products and services. More particularly, the DCRRA will reimburse counsel in accordance with the following guidelines: 1. Travel. The DCRRA will reimburse counsel for expenses in connection with out-of-town travel. All related travel expenses, i.e., lodging and meals, must be reasonable under the circumstances. Counsel will advance all such travel expenses and submit bills for reimbursement. 2. Court Costs. The DCRRA will reimburse for expenses incurred, but will not be responsible for sanctions or penalties imposed by a Court due to the conduct of counsel. 3. Transcription. The DCRRA will reimburse for expenses of an original transcript at reasonable rates. Expedited transcripts may not be ordered without the Executive Director s prior approval. 6

4. Photocopying. The DCRRA will reimburse at a maximum of fifteen cents ($0.15) per page for normal photocopying. Expedited photocopying or oversized document photocopying may be reimbursed at a higher rate only with the Executive Director s prior approval. 5. Telephone. The DCRRA will reimburse for long-distance telephone service at actual expense to counsel. 6. Postage/Courier. The DCRRA will reimburse for postage at counsel s actual costs and for expenses of overnight courier or by-hand couriers only when such services are necessary or are requested by the Executive Director. 7. Miscellaneous Expenses. The DCRRA will not reimburse for the cost of office equipment, Lexis/Westlaw research, books, periodicals or other office expenditures unless approval was obtained from the Executive Director. 7

ATTACHMENT A - BILLING RATES (USE ADDITIONAL SHEETS IF NECESSARY) Name of Firm Name of RFP DCRRA Legal Services Hourly Rate Hourly Rate Staff Level Name and Title Year 1 2016-2017 Year 2-2018 Name Signature Date 8

Attachment B - NON-COLLUSION CERTIFICATION By submitting this proposal, the proposer and each person signing it on behalf of the proposer certifies, under penalty of perjury, that to the best of knowledge and belief: 1. The prices in this proposal 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 proposer or with any competitor; 2. Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the proposer and will not knowingly be disclosed by the proposer prior to opening, directly or indirectly, to any other proposer or to any competitor; and 3. No attempt has been made or will be made by the proposer to induce any other person, partnership or corporation to submit or not to submit a proposal for the purpose of restricting competition. A proposal shall not be considered for award nor shall any award be made where 1, 2 and 3 above have not been complied with; provided however, that if in any case the proposer cannot make the foregoing certification, it shall so state and shall furnish with the proposal a signed statement which sets forth in detail the reasons therefor. Where 1, 2 and 3 above have not been complied with, the proposal shall not be considered for award nor shall any award be made unless the DCRRA determines that such disclosure was not made for the purpose of restricting competition. Proposer Name: By: Date: 9

Attachment C - SAMPLE CONTRACT AGREEMENT THIS AGREEMENT, bearing the date set forth on the signature page, by and between the DUTCHESS COUNTY RESOURCE RECOVERY AGENCY, a New York Public Benefit Corporation with offices at 96 Sand Dock Road, Poughkeepsie, New York 12601 (hereinafter referred to as the DCRRA ) and, an independent contractor (xxxx a xxxx corporation), whose address is (hereinafter referred to as the CONTRACTOR ). W I T N E S S E T H: WHEREAS, the DCRRA xx desires the services of contractor to provide xx, and WHEREAS, the Contractor is qualified and is willing and able to perform such services in a timely manner, and WHEREAS, the funds necessary to pay for such services are appropriated in the 20XX Adopted DCRRA Budget at Line Item No. Axxx, now, therefore, it is mutually agreed by and between the parties hereto as follows: 1. SCOPE OF SERVICES. The Contractor shall perform, using standards of care acceptable to the DCRRA, consistent with those generally provided by legal professionals providing similar services, compliant with the terms of this Contract, and in strict compliance with all applicable federal, state and local laws, regulations and procedures, the services set forth in Exhibit A attached hereto and made a part of this Agreement. If any term of the Scope of Services contradicts or creates an ambiguity with any term of this Agreement, the term most favorable to the DCRRA shall apply. 2. TERM OF AGREEMENT. This Agreement shall be effective xx xx, 20xx and shall terminate on xx xx, 20xx, unless otherwise terminated as set forth herein. 3. PAYMENT. As full and complete consideration for the services so rendered, the DCRRA shall pay a total sum not to exceed the amounts set forth in Exhibit A pricing sheet. Payment of the above consideration shall be made to the Contractor upon submission of monthly statements in a form satisfactory to the DCRRA and which show the date, description of services and the associated time and costs. No payment shall be made prior to audit and approval by the DCRRA. 10

4. INDEPENDENT CONTRACTOR STATUS. The Contractor agrees that it is an independent contractor and that it shall not hold itself out to be an employee or officer of the DCRRA, and that therefore, neither federal, state nor local income tax nor payroll tax of any kind shall be withheld or paid by the DCRRA on behalf of the Contractor or its employees; that the Contractor shall not be eligible for, and shall not be entitled to participate in, any employee pension, health, retirement or other fringe benefit plan of the DCRRA; that the Contractor shall have no workers compensation or disability coverage through the DCRRA for the Contractor or its employees, and that the Contractor shall not be entitled to make any claim against the DCRRA for these or any other rights or privileges of an officer or employee of the DCRRA. 5. DEFENSE AND INDEMNIFICATION: PROFESSIONAL SERVICES: For all matters arising out of the Contractor s professional services, the Contractor agrees, to the fullest extent permitted by law, to indemnify and hold harmless the DCRRA, its officers, and employees against all loss, damages, liabilities and costs, including reasonable attorney s fees, to the extent caused by the negligent performance, breach of contract or violation of any applicable law, rule or regulation by the Contractor, or third parties under the direction or control of the Contractor, in the performance of professional services under this Agreement. GENERAL LIABILITY: For all matters other than those arising out of the Contractor s professional services (such other matters commonly referred to as General Liability Claims ), the Contractor agrees to the fullest extent permitted by law to defend, indemnify and hold the DCRRA and its employees harmless from any and all such losses, claims, liens, demands and causes for action, including but not limited to, judgments, penalties, interest, court costs, and legal fees incurred by the DCRRA on behalf of any party, in connection with or arising directly or indirectly from this Agreement. The contractor shall investigate, handle, respond to and defend any such claims, demands or suits at its sole expense, and shall bear all other related costs and expenses even if such claims, demands or suits are groundless, false or fraudulent. This indemnification section shall survive the expiration or termination of this Agreement. In any matter in which indemnification hereunder for either professional or non-professional services would violate Section 5-322.1 of the New York General Obligations Law or any other applicable legal prohibition, the foregoing provisions shall not be construed to indemnify the DCRRA for damage arising out of bodily injury to persons or to property caused by or resulting from the sole negligence of DCRRA employees. The term employee shall include all officers, advisory board members and/or volunteers serving the DCRRA. 6. INSURANCE REQUIREMENTS. At all times during the term of this Agreement, the Contractor and its sub-contractors, if any, shall maintain at its own cost the following insurance and shall provide proof thereof to the DCRRA, in the form of a Certificate of Insurance, prior to commencing work under this Agreement: 11

Worker s Compensation Employer s Liability (statutory limits). In compliance with the Workers Compensation Law of the State of New York, each contractor shall provide: a. A certificate of insurance on an Acord form indicating proof of coverage for Worker s Compensation, Employer s Liability, OR b. A New York State Workers Compensation Notice of Compliance (Form C-105, Form U-26.3, Form SI-12 or Form SI-105.2P). c. In the event that the Contractor is exempt from providing coverage, it must provide a properly executed copy of the Certificate of Attestation of Exemption from NYS Workers' Compensation Board, Form CE-200. Commercial General Liability Insurance coverage including blanket contractual coverage for the operation of the program under this Agreement with limits not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. This insurance shall be written on an occurrence coverage form and include bodily injury and property damage liability. The DCRRA, Dutchess County and Wheelabrator Dutchess County must be listed as additional insureds. The additional insured endorsement for the Commercial General Liability insurance required above shall not contain any exclusion for bodily injury or property damage arising from completed operations. Automobile Liability Insurance coverage for all owned, scheduled, hired, and non-owned vehicles with a combined single limit of liability of not less than $1,000,000. This insurance shall include coverage for bodily injury and property damage. The DCRRA, Dutchess County and Wheelabrator Dutchess County must be listed as additional insureds. Professional Liability Insurance with limits not less than $3,000,000 per occurrence; $3,000,000 in the aggregate. In the event of expiration or termination of this Agreement, contractor shall either maintain the abovementioned insurance coverage for a period of not less than three (3) years, or shall provide an equivalent extended reporting endorsement (commonly known as a tail policy ). Excess/Umbrella Liability with limits not less than $5,000,000 per occurrence with a $5,000,000 aggregate. The DCRRA, Dutchess County and Wheelabrator Dutchess County, must be included as additional insureds. The Acord form certificate of insurance must contain the following provisions: (A) The DCRRA, Dutchess County and Wheelabrator Dutchess County must be listed as certificate holder and additional insured on the commercial general, umbrella/excess, and automobile liability policies. In addition, the commercial general liability policy must include the additional insured endorsement forms cg 2037 July 2004 edition and the cg 2010 April 2013 edition or their equivalent. 12

(B) The commercial general and automobile policies are primary and noncontributory. (C) The commercial general liability, auto liability and workers compensation policies must contain a waiver of subrogation in favor of the DCRRA. (D) The umbrella/excess policy is primary and noncontributory and must contain a waiver of subrogation in favor of the DCRRA. (E) If the workers compensation Notice of Compliance is used instead of the Acord certificate of insurance, the Notice of Compliance must indicate that a waiver of subrogation in favor of the DCRRA is provided. All policies of insurance referred to above shall be underwritten by companies authorized to do business in the State of New York with an A.M. Best financial strength rating of A- or better. In the alternative, the policies of insurance referred to above may be underwritten by Non- Admitted companies with an A.M. Best financial strength rating of A+ or higher. In addition, every policy required above shall be primary and noncontributory. Any insurance carried by the DCRRA, its officers, or its employees shall be excess and noncontributory insurance to that provided by the Contractor. The Contractor and its sub-contractor(s), if any, shall be solely responsible for any deductible losses under each of the policies required above. Payment(s) to the Contractor may be suspended in the event the Contractor or its subcontractor(s), if any, fails to provide the required insurance documentation in a timely manner. Prior to cancellation or material change in any policy, a thirty (30) day notice shall be given to the DCRRA at the address listed below: Dutchess County Resource Recovery Agency 96 Sand Dock Road Poughkeepsie, New York 12601 On receipt of such notice, the DCRRA shall have the option to cancel this Agreement without further expense or liability to the DCRRA, or to require the Contractor to replace the cancelled insurance policy, or rectify any material change in the policy, so that the insurance coverage required by this paragraph is maintained continuously throughout the term of this Agreement in form and substance acceptable to the DCRRA. Failure of the Contractor to take out or to maintain, or the taking out or the maintenance of any required insurance, shall not relieve the Contractor from any liability under this Agreement nor shall the insurance requirements be construed to conflict with or to limit the obligations of the Contractor concerning indemnification. 13

All losses of DCRRA property shall be adjusted with and made payable directly to the DCRRA. All Certificates of Insurance shall be approved by the DCRRA or designee prior to commencement of any work under this Agreement. In the event that claims in excess of these amounts are filed in connection with this Agreement, the excess amount or any portion thereof may be withheld from payment due or to become due the Contractor until the Contractor furnishes such additional security as is determined necessary by the DCRRA. 7. QUALIFICATIONS OF CONTRACTOR. The Contractor specifically represents that it and its members, officers, employees, agents, servants, consultants and subcontractors have the experience, skill, knowledge and character necessary to perform their particular duties under this Agreement. 8. DECLARATION BY CONTRACTOR. Contractor declares that it has complied with all federal, state and local laws regarding business permits, certificates and licenses that may be required to carry out the work to be performed under this Agreement. 9. NON-DISCRIMINATION. No services to be rendered pursuant to, or in connection with, this Agreement may be refused to any person because of age, race, color, creed, sex, national origin, disability or marital status. Contractor shall take all affirmative steps necessary to ensure equal employment opportunities without discrimination because of age, race, creed, color, sex, national origin, disability or marital status and to comply with all federal, state and local civil rights laws including, but not limited to, the Americans with Disabilities Act. 10. RETENTION OF RECORDS. The Contractor agrees to maintain and have available for audit such records as may be required by the DCRRA, New York State or United States governmental agencies. These records shall be available for inspection by properly identified personnel of the above governmental agencies upon reasonable notice, and shall be maintained for a period of six (6) years after termination of this Agreement. 11. NON-ASSIGNMENT. (a) This Agreement may not, in whole or in part, be assigned by the Contractor nor its right, title or interest therein assigned, transferred, conveyed, sublet, subcontracted, or disposed of without the previous written consent of the DCRRA. (b) hereunder. An assignment of this Agreement shall not relieve the assignor of its obligations In the event of assignment, all the provisions hereof shall be binding upon and inure 14

to the benefit of the respective successors and assignees to the same extent as if each such successor or assignee were named as a party to the Agreement. 12. TERMINATION. (a) Without cause. The DCRRA may terminate this Agreement upon ten (10) days prior written notice to the Contractor of its intent to terminate without cause. (b) With cause. The DCRRA may terminate this Agreement effective immediately, with subsequent written notice to be given to the Contractor of termination with cause. In the event of termination with or without cause, the Contractor shall deliver to the DCRRA all drawings, specifications, reports and other data, records, materials and equipment in its custody or control pertaining to the Agreement and the DCRRA shall pay to the Contractor all amounts due to the time of termination in accordance with the terms of this Agreement. Such termination shall not give rise to any cause of action against the DCRRA for damages, loss of profits, expenses or other remuneration of any kind. Notwithstanding any other provision of this Agreement, if, in the judgment of the DCRRA, termination is made necessary or desirable because of the Contractor s failure to fulfill its obligations under this Agreement, or any other fault of the Contractor, the DCRRA may withhold payment of all or any part of moneys which otherwise may be payable to the Contractor under this Agreement and apply such moneys toward any damages or expenses sustained by the DCRRA as a result of such failure including, without limitation, any excess costs incurred by the DCRRA in completing the services under this Agreement by the use or employment of other contractors or otherwise. Notwithstanding the foregoing, the Contractor shall be liable to the DCRRA for all such damages and expenses without limitation to any such moneys being withheld by the DCRRA, and the failure of the DCRRA to withhold moneys from the Contractor shall not be construed as an acknowledgement by the DCRRA that no such damages or expenses exist and shall not prevent the DCRRA from thereafter making any claim against the Contractor therefore. 13. EXECUTORY. The DCRRA fiscal year begins on January 1 st and ends on December 31 st of any given year. Notwithstanding anything to the contrary contained herein, it is understood and agreed that this Agreement shall be deemed executory only to the extent of the monies available to the DCRRA for the performance of the terms hereof and that, in the event that the DCRRA fails to appropriate the necessary funds to affect payment in any calendar year beyond the initial year herein, this Agreement shall automatically cease and terminate on the last day of the year in which funds have been appropriated for said Agreement and no liability on account thereof shall be incurred by the DCRRA beyond the funds available for the performance of the terms of this Agreement. It is further understood and agreed that neither this Agreement nor any representation of by any public employee or officer creates any legal or moral obligation to request, appropriate or make available monies for the purpose of this Agreement. 14. EXTENSION. This contract may be extended for three (3) additional one year terms, at the sole option of the DCRRA, subject to prices being Cost of Living adjusted. 15

15. NOTICE. Except as otherwise provided in this Agreement, notice required to be given pursuant to this Agreement shall be made in writing and addressed to the following or such other person as the parties may designate: xx xx xx Company name and address 16. NON-WAIVER. Failure of either party to exercise any rights under this Agreement shall not be deemed a waiver thereof. 17. SEVERABILITY. If any provision of this Agreement shall be held unenforceable, the rest of the Agreement shall nevertheless remain in full force and effect. 18. CHOICE OF LAW, VENUE. Any dispute arising directly or indirectly out of this Agreement shall be determined pursuant to the laws of the State of New York. The parties hereby choose the New York State Supreme Court, Dutchess County as the forum for any such dispute. 19. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration but must instead be heard in accordance with the Paragraph above entitled Choice of Law, Venue. 20. SERVICE OF PROCESS. In addition to the methods of service allowed by the New York State Civil Practice Law & Rules ( CPLR ), Contractor hereby consents to service of process on it by registered or certified mail, return receipt requested or by facsimile (fax) transmission. Service hereunder shall be complete when deposited in the United States mail, duly addressed and with proper postage or when the fax has connected. Contractor must promptly notify the DCRRA, in writing, of each and every change of address to which service of process can be made. Service by the DCRRA to the last known address shall be sufficient. Contractor will have thirty (30) calendar days after service is complete in which to respond. 21. NOTICE OF INTENT TO SUE. (a) Contractor agrees that at least ninety (90) days prior to commencing suit against the DCRRA for any matter arising directly or indirectly out of this agreement, Contractor shall provide to the DCRRA a sworn document listing the time, place, and manner of any breach of this agreement, together with an itemized list of any damages to which Contractor believes itself entitled. (b) DCRRA shall have the right to conduct a deposition upon oral questions of an officer, employee or agent of the Contractor, of the DCRRA s choice, 16

as to any matter arising under this agreement within the 90 day period described above. (c) Strict compliance with this paragraph shall be a condition precedent to maintenance or institution of any action or proceeding, whether legal or administrative. This paragraph shall not be construed to toll any applicable statute of limitation. (d) Any action against the DCRRA must be commenced within one year of the event which gives rise to liability. 22. CAPTIONS. The captions are inserted only as a matter of convenience and reference, and in no way define, limit or describe the scope or intent of this Agreement nor in any way affect the terms hereof. 23. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original and shall constitute the same Agreement. 24. GENDER. Words of the masculine or feminine gender in this Agreement, unless the meaning of the sentence indicates otherwise, shall be deemed to refer to either male or female persons. 25. CONFIDENTIALITY. The Contractor shall comply with applicable federal and state requirements for confidentiality of records and information, and agrees not to allow examination of records nor disclosures of information, except as required by the DCRRA under the terms of this Agreement. 26. CONFIDENTIALITY AND HIPAA COMPLIANCE: The Contractor, its officers, agents, and employees, and subcontractors will treat all client/patient information which is obtained by it through its performance under this Agreement, as confidential information to the extent required by the laws and regulations of the State of New York and of the United States including, but not limited to the Federal Health Insurance Portability and Accountability Act of 1996 (Public Law 104.191 also known as HIPAA) and the Federal Health and Human Services (HHS) Administrative Rule: Standards for Privacy of individually identifiable Health Information (the Privacy Rule ). 27. BUDGET. The Contractor agrees to provide services under this Agreement in strict compliance with the budget which is annexed to and made a part of this Agreement as Exhibit B and which details all personnel and other costs of services to be rendered by the Contractor under this Agreement. Any change or modification of the budget must be in writing and must be approved in advance by the DCRRA. 28. RULES OF CONSTRUCTION. This contract shall be deemed to have been mutually prepared by the parties hereto and shall not be construed against any of them solely by reason of authorship. 17

29. BINDING. This Agreement shall be valid and binding once it has been approved by the DCRRA Board of Directors, executed by the DCRRA Executive and delivered to the Contractor at the address in the introductory paragraph of this Agreement. 30. ENFORCEMENT EXPENSES. Contractor shall pay all costs and expenses, including reasonable attorney s fees (in-house or retained counsel), that the DCRRA incurs in enforcing any of the terms of this Agreement. 31. SET-OFF RIGHTS. The DCRRA shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the DCRRA s option to withhold for the purpose of set-off any moneys due to Contractor under this Agreement up to any amounts due and owing to the DCRRA with regard to this Agreement, any other agreement with the DCRRA or any of its departments or agencies. This right of set-off includes any agreement for a term commencing prior to or subsequent to the term of this Agreement. The right of set-off shall include any amounts due to the DCRRA for any reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. 32. ENTIRE AGREEMENT. The terms of this Agreement, including its attachments and exhibits, represent the final intent of the parties. Any modification, rescission or waiver of the terms of this Agreement must be in writing and executed and acknowledged by the parties with the same formalities accorded this basic Agreement. 33. CONTRACTORS OBLIGATIONS POST TERMINATION WITH OR WITHOUT CAUSE. Upon termination of this Agreement, Contractor shall: (1) cooperate with the DCRRA to develop a transition plan and assist in affecting an orderly transfer of services and obligations to any successor Contractor(s) so as to prevent any disruption in services; (2) provide DCRRA with access to and a copy of, all books, records and other non-proprietary documents including, but not limited to digital records, relating to the performance of services under this Agreement that are required or requested, at no charge; and if so directed by the DCRRA, (3) continue to perform such services prior to actual termination at the agreed upon contractual rate for up to an additional one hundred twenty (120) days following the notice of termination. The obligations of this paragraph shall survive the termination of this Agreement whether the agreement is terminated for cause or terminated for convenience. 18

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this day of, 20. ACCEPTED: Dutchess County Resource Recovery Agency BY: DCRRA Executive Director COMPANY NAME BY: Print Name Title 19