3.1 The Vendor firm agrees to provide services to the County as an independent contractor and not as an employee, as those terms are understood for New York and Federal law purposes. The Firm agrees to provide for, secure, and/or be solely responsible for any and all required fees, permits, Workers Compensation coverage, Unemployment Insurance, Disability Insurance, Social S e c u r i t y contributions, i n c o m e tax w i t h h o l d i n g and a n y other insurance or t a x e s , including but not limited to Federal and New York taxes, for any persons performing services pursuant to a subsequent agreement, including the Contractor, and any employees of the selected Firm. The Vendor agrees to indemnify the County and hold the Country harmless from any claims, suits, losses, or damages, including reasonable attorney’s fees, resulting from any failure on the part of the contractor to satisfy its obligations as states herein. 3.2 The Vendor acknowledges and agrees to purchase, register, and insure any and all necessary equipment and vehicles to provide the scope of services identified. Automobile liability insurance must have a minimum limit for bodily injury and property damage of $1,000,000 /$2,000,000 3.3 The Vendor acknowledges and agrees to purchase comprehensive general liability insurance with minimum liability limits of $1,000,000 / $2,000,000 for personal injury and property damage, and $2,000,000 aggregate to protect against claims brought against the County, which may arise from the provision of services under a subsequent agreement. Vendor agrees to name the County as an additional primary insured. 3.4 The Vendor agrees to indemnify the County and hold the County harmless from any claims (including but not limited to claims under Labor Law Section 240, if applicable), suits, losses, or damages resulting from or relating to any services provided by the Vendor and/or equipment or materials used by the Vendor, or any other person performing services pursuant to a subsequent agreement. The Vendor shall be liable to the County for any loss, damage or destruction of any property, including hazardous contamination, materials, goods, documents, or other items, including reasonable attorney’s fees, resulting from or related to the negligence, or other wrongful acts of the Vendor, the Vendor’s employees, or any other person performing services pursuant to a subsequent agreement. 3.5 The Vendor may not assign, transfer, sublet or otherwise dispose of the Agreement without the prior written consent of the County. 3.6 The County reserves it right to require additional contractual provisions it deems appropriate to give effect to this Proposal. 3.7 This contract may be terminated or suspended by Lewis County if the Vendor abandons the work under this contract; is in violation of any conditions of this contract and permit; fails or refuses to conform with the requirements of this contract; or if at any time the Lewis County is of the opinion that the Vendor is willfully violating any of the conditions of the contract or executing same in bad faith; or that, the Vendor has failed to promote work in a diligent manner.
