HomeMy WebLinkAbout2016 Airfield Lighting & Signage Repairs Project e
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LUMP SUM
CONSULTANT AGREEMENT
FOR
CONSTRUCTION OBSERVATION & ADMINISTRATION
OF THE
AIRFIELD LIGHTING & SIGNAGE REPAIRS PROJECT
AT
ELIZABETH FIELD AIRPORT
FISHERS ISLAND
TOWN OF SOUTHOLD
SUFFOLK COUNT', NEW FORK
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FEMA PROJECT NO. 6946304
PA ID NO. 103-6946
1' s
TABLE OF CONTENTS
ARTICLES PAGE
ARTICLE 1—DESCRIPTION OF SERVICES TO BE PERFORMED.......................................................................1
ARTICLE 2-PROVISION FOR LUMP SUM PAYMENT—TIME FOR PERFORMANCE .......................................1
ARTICLE 3—STANDARD OF CARE,STANDARD PRACTICES,AND REQUIREMENTS.......................................2
ARTICLE 4—ENTIRE AGREEMENT................................................................................................................2
ARTICLE 5—TAXES,ROYALTIES,AND EXPENSES........................................................................................3
ARTICLE 6--CONSULTANT LIABILITY3
..........................................................................................................
ARTICLE 7—LABOR LAW REQUIREMENTS...................................................................................................3
ARTICLE 8—NONDISCRIMINATION PROVISIONS..........................................................................................4
ARTICLE 9—WORKER'S COMPENSATION AND LIABILITY INSURANCE........................................................4
ARTICLE 10—ASSIGNMENT REQUIREMENTS ...............................................................................................5
ARTICLE 11—ADDITIONAL SERVICES..........................................................................................................5
ARTICLE 12 ABANDONMENT OR AMENDMENT OF PROJECT AND TERMINATION......................................5
ARTICLE 13—SUSPENSION OF SERVICES......................................................................................................7
ARTICLE14—INTERCHANGE OF DATA.........................................................................................................7
ARTICLE 15 DISPOSITION OF PROJECT DOCUMENTS.................................................................................7
_ARTICLE 16—CODE OF ETHICS ....................................................................................................................7
ARTICLE 17 INDEPENDENT CONTRACTOR.................................................................................................8
ARTICLE 18—PATENT RIGHTS AND COPYRIGHTS........................................................................................8
ARTICLE 19 FEDERAL PARTICIPATION......................................................................................................8
ARTICLE20 MISCELLANEOUS...................................................................................................................8
ARTICLE 21—SUBCONSULTANTS/SUBCONTRACTORS AND VENDORS.........................................................9
ARTICLE22 FORCE MAJEURE...................................................................................................................9
ARTICLE 23—DISPUTE RESOLUTION..........................................................................................................9
SCHEDULE A—SCOPE OF SERVICES.....................................................................................A-1 to A-4
S_CHEDULE.BDOST SUMMARY AND EEE_S_CHEDULE................................................B-1 to B-2
SCHEDULE C—AGREED OVERHEAD...............................................................................................C-1
SCHEDULEDRESOLUTION............................................................................................................D-1
SCHEDULE E CERTIFICATION OF CONSULTANT .....................................................................E-1
SCHEDULE F—AIRPORT AID PROGRAM..................................................................._.....................F-1
09/04
K
LUMP SUM CONSULTANT AGREEMENT
FOR
CONSTRUCTION OBSERVATION AND ADMINISTRATION
PROJECT: Airfield Lighting& Signage Repairs
Elizabeth Field Airport
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This Agreement, made effective this 5 day of 2tj 201,7is by and between the
Town of Southold, New York, municipal corporation having address at P.O. Box 1179, Southold,New
York, 11971 (hereinafter referred to as the "SPONSOR"), and C&S Engineers, Inc., a New York business
corporation having its principal offices at 499 Col. Eileen Collins Boulevard, Syracuse, New York 13212
(hereinafter referred to as the"CONSULTANT").
The Fishers Island Ferry District,having and address at P.O.Box H,Town of Southold,New York,shall act
on behalf of The Town of Southold as the SPONSOR'S representative'for this Agreement.
WITNESSETH:That the SPONSOR and the CONSULTANT,for and in consideration of the mutual obligations set
forth herein and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, agree as follows:
ARTICLE 1—DESCRIPTION OF SERVICES TO BE PERFORMED
The SPONSOR hereby retains the CONSULTANT because of its ability and reputation, and the CONSULTANT
accepts such retention,to perform for the SPONSOR the services of the Project more particularly described in
Schedule "A", which is attached hereto and made a part hereof(the "Basic Services"). The SPONSOR's
resolution or other authorization for retaining the CONSULTANT is attached hereto and made a part hereof as
Schedule"D".In addition to other responsibilities of the SPONSOR as set forth in this Agreement,SPONSOR will
designate in writing a person to act as SPONSOR's representative with respect to the services to be provided under
this Agreement.Such person shall have complete authority to transmit instructions,receive information,interpret
and define SPONSOR's ,policies and decisions with respect to CONSULTANT's services for the Project.
CONSULTANT shall not rely on directions from anyone outside the scope of that person's authority as set forth
in written delegations.Directions and decisions made by the SPONSOR'S representatives shall be binding on the
SPONSOR.
ARTICLE 2—PROVISION FOR LUMP SUM PAYMENT–TIME FOR PERFORMANCE
The SPONSOR shall pay to the CONSULTANT,and the CONSULTANT shall accept,as full compensation for the
performance by the CONSULTANT of the Basic Construction Observation&Administration Services a lump
sum fee of$45,500, which covers salaries of employees assigned to the Project, all indirect costs, all direct
expenses, and profit. The maximum fee under this Agreement cannot be exceeded for any reason, unless
Additional Services are authorized and performed in accordance with the provisions of Article 11 of this
Agreement. The method of computation of the CONSULTANT's lump sum fee is prescribed in Schedule`B",
which is attached hereto and made a part hereof.
Partial payments of the-lump sum-fee shall be made monthly on account. The portion of the fee billed for the
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CONSULTANT's Basic Services will be based upon the CONSULTANT's estimate of the proportion of the total
Basic Services actually completed and expenses actually incurred at the time of billing.Payment of the final
invoice will be made upon the substantial completion of the Basic Services covered by the lump sum fee.
In the event of any claims being made or actions being brought against the Project,the CONSULTANT agrees to
render assistance to the SPONSOR in responding to the claim or action.Such assistance,and the costs associated
therewith, shall be an Additional Service as described in Article 11 hereof.
B. Final Payment—Payment of the final invoice shall be made upon completion and acceptance of the
Project by the SPONSOR.
The maximum amount payable under this Agreement, shall be $45,500 unless there is a substantial
change in the scope, complexity,character,or duration*of the Basic Services.
*Duration is applicable to construction observation only.
Execution of this Agreement by the SPONSOR and the CONSULTANT constitutes the SPONSOR's written
authorization to the CONSULTANT to proceed as of the above-written date with the performance of Basic
Services as set forth in Schedule(s)"A". The estimated time for completion of the Basic Services under this
Agreement,subject to the provisions of the following paragraph and of Articles 12, 13 and 23 hereof,shall be
as recorded in Schedule(s) "A".
If the SPONSOR fails to make any payment due the CONSULTANT for services and expenses within forty-five
(45)days after receipt of the CONSULTANT's invoice therefor,then the amounts due the CONSULTANT shall be
increased at the rate of 1.5% per month from said forty-fifth (451h) day. Payments will be credited first to
principal and then to interest. Additionally,the CONSULTANT may,after giving seven(7)days'notice to the
SPONSOR, suspend services under this Agreement until the invoice is paid. Upon payment in full by the
SPONSOR,the CONSULTANT shall resume performance or furnishing of services under this Agreement,and the
time schedule set forth in Schedule(s) "A" and compensation set forth in Schedule(s) `B" hereto shall be
equitably adjusted to compensate for the period of suspension.
ARTICLE 3—STANDARD OF CARE,STANDARD PRACTICES,AND REQUIREMENTS
The standard of care for all engineering and related services performed or furnished by the CONSULTANT under
this Agreement shall be the care and skill ordinarily used by members of the CONSULTANT'S profession
practicing under similar conditions at the same time and in the same locality.Before beginning to perform or
furnish any service hereunder, the CONSULTANT shall ascertain the standard practices of the SPONSOR, the
New York State Department of Transportation(the"NYSDOT"), the Federal Aviation Administration(the
FAA)and the Federal Emergency Management Agency(FEMA),if any,for projects of a type similar to this
Project.Where the CONSULTANT deems it practicable to do so,the services to be provided or furnished under
this Agreement shall be performed in accordance with these standard practices as long as they are consistent
with the standard of care.If any of these standard practices are inconsistent with the CONSULTANT's standard
of care or are in conflict with one another,or if strict adherence to the same is impossible or undesirable,then
the CONSULTANT's services may vary or deviate from such standards.
ARTICLE 4—ENTIRE AGREEMENT
This Agreement,with its accompanying Schedule or Schedules,constitutes the entire agreement between the
SPONSOR and the CONSULTANT with respect to its subject matter,and supersedes any prior agreement,whether
written or verbal,with respect to that subject matter. This Agreement may be amended or modified only by
written instrument signed by the SPONSOR and the CONSULTANT.
PAGE 2
ARTICLE 5—TAXES,ROYALTIES,AND EXPENSES
The CONSULTANT shall pay all taxes,royalties,and expenses incurred by the CONSULTANT in connection with
performing its services under this Agreement,unless otherwise provided in Article 2.
ARTICLE 6—CONSULTANT LIABILITY
To the fullest extent permitted by law, the CONSULTANT shall indemnify the SPONSOR against, and hold it
harmless from, any suit, action, actual damage, and cost resulting solely from the negligent performance of
services or omission of the CONSULTANT under this Agreement, up to the limits of any available insurance.
Negligent performance of services,within the meaning of this Article,shall include,in addition to negligence
founded upon tort, negligence based upon the CONSULTANT's failure to meet professional standards and
resulting in obvious or patent errors in the services performed hereunder.
Nothing in this Article or in this Agreement shall create or give to third parties any claim or right of action
against the CONSULTANT or the SPONSOR beyond such as may legally exist irrespective of this Article or this
Agreement.
Notwithstanding any other provision of this Agreement,and to the fullest extent permitted by law,neither the
SPONSOR nor the CONSULTANT, their respective officers, directors, partners, employees, contractors or
subconsultants shall be liable to the other or shall make any claim for any incidental,indirect or consequential
damages arising out of or connected in any way to the Project or to this Agreement. This mutual waiver of
consequential damages shall include,but is not limited to, loss of use, loss of profit,loss of business,loss of
income,loss of reputation and any other consequential damages that either party may have incurred from any
cause of action including negligence,strict liability,breach of contract and breach of strict or implied warranty.
Both the SPONSOR and the CONSULTANT shall require similar waivers of consequential damages protecting all
the entities or persons named herein in all contracts and subcontracts with others involved in this project.
The provisions of this Article 6 shall survive termination or expiration of this Agreement.
ARTICLE 7—LABOR LAW REQUIREMENTS
The CONSULTANT,and any subconsultant or subcontractor retained by it in connection with the performance or
furnishing of services under this Agreement, shall comply with the requirements of state or federal statutes,
regulations,or orders applicable to the employment of employees including the requirements of Schedule`B"
which is attached hereto and made a part hereof.
The SPONSOR recognizes that the CONSULTANT will be required by the New York State Department of Labor
(the"NYSDOL") to compensate its personnel performing field survey work in accordance with applicable
state wage rates in effect at the same time services are performed. The SPONSOR understands that the
CONSULTANT has no control over,these labor rates and their periodic increases.Therefore,the SPONSOR agrees
to compensate the CONSULTANT for field survey services included as a part of this Agreement in accordance
with the NYSDOL Prevailing Rate Schedule, which is incorporated by reference into this Agreement.
Furthermore, the SPONSOR shall compensate the CONSULTANT for all increases in labor costs, including
applicable overhead and profit', when those increases occur by direction of the NYSDOL. Billings for, and
payments by the SPONSOR of,these increases will take place routinely in accordance with the appropriate terms
of this Agreement and these increases will be paid as an additional cost over and above the agreed amount.
PAGE 3
ARTICLE 8—NONDISCRIMINATION PROVISIONS
During the performance of its services under this Agreement,the CONSULTANT,and any other subconsultant,
subcontractor,or vendor retained by it,shall comply with any nondiscrimination requirements set forth by the
sponsor in every subconsultant agreement, subcontract, or purchase order in such a manner that such
provisions will be binding upon each subconsultant,subcontractor,or vendor as to operations to be performed
within the State of New York. The CONSULTANT will take such action in enforcing such provisions of such
subconsultant agreement, subcontract, or purchase order as the SPONSOR may direct, including sanctions or
remedies for non-compliance.If the CONSULTANT becomes involved in or is threatened with litigation by a
subconsultant,subcontractor,or vendor as a result of such direction by the SPONSOR,the CONSULTANT shall
promptly so notify the SPONSOR's legal counsel,requesting such counsel to intervene and protect the interests
of the SPONSOR.
ARTICLE 9—WORKER'S COMPENSATION AND LIABILITY INSURANCE
The CONSULTANT agrees to procure and maintain at its own expense, and without direct expense to the
SPONSOR,until final acceptance by the SPONSOR of the services covered by this Agreement,insurance of the
kinds and in the amounts hereafter provided,written by insurance companies authorized to do business in the
State of New York. Before commencing the,performance of services hereunder,the CONSULTANT shall furnish
the SPONSOR a certificate or certificates, in form satisfactory to the SPONSOR, showing that it has complied
with this Article.All policies shall provide for a 30-day notice of policy cancellation to the SPONSOR(except
10 days' notice should be provided for cancellation due to non-payment of premiums).
The kinds and amounts of insurance required are as follows:
A. Policy or policies covering the obligations of the CONSULTANT in accordance with the provisions of
any applicable worker's compensation or disability benefits law,including for the State of New York
Chapter 41,Laws of 1914,as amended,known as the Workers'Compensation Law,and amendments
thereto,and Chapter 600 of the Laws of 1949,as amended,known as the Disability Benefits Law,and
this Agreement shall be void and of no effect unless the CONSULTANT procures such policy or policies
and maintains the same in force during the teen of this Agreement.
B. Policy or policies of commercial general liability insurance,with broad form endorsement covering,
among other things,the CONSULTANT's obligation under Article 6 hereof,with limits of liability of
not less than One Million Dollars($1,000,000)for all damages arising out of bodily injury,including
death at any time resulting therefrom sustained by one(1)person in any one(1)accident;and,subject
to that limit for each person;not less than Three Million-Dollars($3,000,000)for all damages arising
out of bodily injury, including death at any time resulting therefrom, sustained by two (2) or more
persons in any one(1)accident; and not less than One Million Dollars($1,000,000)for all damages
arising out of injury to or destruction of property in any one(1)accident,and,subject to that Iii-nit per
accident;not less than Three Million Dollars($3,000,000)for all damages arising out of injury to or
destruction of property during the policy period.
1. Liability insurance issued to and covering the liability of the CONSULTANT's subconsultants
and subcontractors,having the same policy limits as those set forth above,with respect to all
services or work performed by said subconsultants or subcontractors under this Agreement.
2. Protective liability insurance issued to and covering the liability of the CONSULTANT with
respect to all services under this Agreement performed for the CONSULTANT by
subconsultants or subcontractors.
PAGE 4
3. Professional liability insurance issued to and covering the liability of the CONSULTANT with
respect to all professional services performed by it under this Agreement.
The SPONSOR AND FEMA shall be additional insureds, as their interests may appear, under the insurance
coverages described in Paragraph B above, except for the coverage described in Subparagraph (3), which
coverages shall be subject to all of the terms, exclusions, and conditions of the applicable policy.
ARTICLE 10—ASSIGNMENT REQUIREMENTS
The CONSULTANT specifically agrees that:
A. It is prohibited from assigning, transferring, conveying, subletting, or otherwise disposing of this
Agreement or of its right,title,or interest herein,or its power to execute this Agreement,to any other
person, company, or,corporation without the previous consent in writing of the SPONSOR and the
Federal Emergency Management Agency(FEMA).
B. If this provision of the Agreement is violated,the SPONSOR may terminate this Agreement for cause in
accordance with the provisions of Article 12. Furthermore,the SPONSOR shall be relieved from any liability
and obligation hereunder to the person,company,or corporation to whom the CONSULTANT shall assign, `
transfer,convey,sublet,or otherwise dispose of this Agreement in violation of the foregoing paragraph(A),
and such transferee shall forfeit and lose all monies assigned to it under this Agreement,except so much as
may be required to pay its employees.
ARTICLE 11—ADDITIONAL SERVICES
If authorized in writing by the SPONSOR through a Supplemental Agreement,the CONSULTANT shall furnish or
obtain from others any service that is beyond the scope of Schedule(s)"A" ("Additional Services"). The
scope, and time for performance, and payment from the SPONSOR to the CONSULTANT for, any Additional
Services (which shall be on the basis set forth in Schedule(s) `B") shall be set forth in such Supplemental'
Agreement.
ARTICLE 12—A_$e_NnoNn_FNT nR Ar1w4EXD_MENT OF P LOJECT ND ERMLN nON
A. ABANDONMENT OR AMENDMENT OF THE PROJECT—The SPONSOR shall have the absolute right to
abandon orto amend its Project or to change the general basis of performance at any time, and such
action on its part shall in no event be deemed a breach of this Agreement. If the SPONSOR amends its
Project or changes the general basis thereof, and the CONSULTANT is of the opinion that Additional
Service"remade necessanythereby�then the pro vigionc_nfArti-ce11tfthicA,--eementwtlh*P_- tto
Additional Services shall apply. If the SPONSOR abandons the Project,then the provisions of paragraph
B(1)(b)below shall govern payment to the CONSULTANT.
B. TERMINATION
The obligation to provide further services under this Agreement may be terminated:
1. For Cause:
a. By either party upon thirty(30)days'prior written notice in the event of substantial failure by
the other party to perform in accordance with the terms of this Agreement through no fault of
the terminating party. Notwithstanding the foregoing, this Agreement will not terminate as
the result of such substantial failure if the party receiving notice begins,within seven(7)days
after receipt of such notice, to correct its failure to perform and proceeds diligently to cure
- such failure within thirty(3 0)days of such receipt;provided that,if and to the extent that such
PAGE 5
substantial failure cannot reasonably be cured within such thirty(30)-day period, and if the
party has diligently attempted to cure the failure and thereafter continues diligently to cure the
problem,then the cure period may,in the discretion of the terminating party,be extended to
sixty(60)days after the receipt of notice.
b. By the CONSULTANT upon seven(7)days'written notice if(a)the CONSULTANT believes that
it is being requested by the SPONSOR to perform or furnish services contrary to or in conflict
with the CONSULTANT's responsibilities as a licensed design professional or the standard of
care set forth in Article 3 hereof;or(b)the CONSULTANT's services are delayed or suspended
for more than ninety (90) days, consecutively or in the aggregate, for reasons beyond the
CONSULTANT'S control; or (c) the SPONSOR has abandoned, or is considered to have
abandoned,the Project.
2. For convenience by the SPONSOR,effective upon the receipt of notice by the CONSULTANT.
C.PAYMENTS UPON TERMINATION
1. For Cause:
a. By the SPONSOR:If the SPONSOR terminates this Agreement for cause upon completion of any
phase of Basic Services, then progress payments due the CONSULTANT in accordance with this
Agreement for all such services performed by or furnished through the CONSULTANT and its
subconsultants,subcontractors,and vendors through the completion of such phase shall constitute
total payment for such services.If the SPONSOR terminates this Agreement for cause during any
phase of Basic Services, the CONSULTANT will also be paid for such services performed or
furnished in accordance with this Agreement by the CONSULTANT during that phase through the
date of termination on the basis specified in Schedule(s)`B".The CONSULTANT will also be paid
for the charges of its subconsultants,subcontractors,or vendors who performed or famished Basic
Services to the extent that such services have been performed or furnished in accordance with this
Agreement through the effective date of the termination. The SPONSOR shall also pay the
CONSULTANT for all]unpaid Additional Services and unpaid Reimbursable Expenses.
b. By the CONSULTANT:If the CONSULTANT terminates this Agreement for cause upon completion
of any phase of Basic Services,then progress payments due the CONSULTANT in accordance with
this Agreement for all such services performed or furnished by the CONSULTANT and its
subconsultants,subcontractors,or vendors through the completion of such phase shall constitute
total payment for such services. The CONSULTANT shall also be paid for all unpaid Additional
Services and unpaid Reimbursable Expenses, as well as for the CONSULTANT's reasonable
expenses directly attributable to termination in accordance with the rates for Additional Services
set forth in Schedule(s) `B" hereto measured from the date of termination, including fair and
reasonable sums for overhead and profit and the costs ofterminating the CONSLLIAN 1'S contracts
with its subconsultants, subcontractors, or vendors.
2. For convenience
If the SPONSOR terminates this Agreement for convenience upon completion of any phase of Basic
Services,then progress payments due the CONSULTANT in accordance with this Agreement for all
such services performed by or furnished through the CONSULTANT through the completion of such
phase shall constitute total payment for such services.If the SPONSOR terminates this Agreement
for convenience during any phase of Basic Services,the CONSULTANT will also be paid for such
services performed or furnished in accordance with this Agreement by the CONSULTANT during
that phase through'the date of termination on the basis specified in Schedule(s)`B".Additionally,
the CONSULTANT will be paid for the charges of its subconsultants, subcontractors, or vendors
who performed or furnished Basic Services through the effective date of termination. The
SPONSOR shall also pay the CONSULTANT for all unpaid Additional Services and unpaid
Reimbursable Expenses, as well as for the CONSULTANT's reasonable expenses directly
PAGE 6
attributable to termination in accordance with the rates for Additional Services set forth in
Schedule(s) "B"measured from the date of termination, including fair and reasonable sums for
overhead and profit and the costs of terminating the CONSULTANT's contracts with its
subconsultants, subcontractors, or vendors.
ARTICLE 13--SUSPENSION OF SERVICES
If the CONSULTANT's services hereunder are delayed or suspended,in whole or in part,by the SPONSOR for
more than thirty(30)calendar days,consecutively or in the aggregate,through no fault of the CONSULTANT,
then the CONSULTANT shall be entitled to equitable adjustments of rates and amounts of compensation to
reflect, among other things, reasonable costs incurred by the CONSULTANT in connection with the delay or
suspension and reactivation and the fact that the time for performance of the CONSULTANT's services
hereunder has been revised.If the delay or suspension persists for more than ninety(90)days,consecutively or
in the aggregate,then the CONSULTANT may consider the Project to have been abandoned by the SPONSOR and
may terminate this Agreement for cause.
Upon the SPONSOR's resumption of its Project,and if the CONSULTANT has not terminated this Agreement for
cause,the CONSULTANT shall resume its services under this Agreement until the services are completed and
accepted, subject to any adjustment in the rates set forth in Schedule(s)`B"because of the passage of time.
ARTICLE 14—INTERCHANGE OF DATA
During the performance of this Agreement,all technical data in regard to the Project whether(a)existing in the
office of the SPONSOR or(b)existing in the office of the CONSULTANT, shall be made available to the other
party to this Agreement without expense to such other party.
ARTICLE 15 DISPOSITION OF PROJECT DOCUMENTS
At the time of completion of its services and upon payment in full therefor, the CONSULTANT shall make
available to the SPONSOR copies of documents prepared as the result of this Agreement.These documents shall
then become the property of the SPONSOR and the maintenance of the data therein shall be the sole
responsibility of the SPONSOR. Any reuse of the documents by the SPONSOR or others on extensions of the
Project, or on any other project, without written -verification or adaptation by the CONSULTANT and its
subconsultants, subcontractors, or vendors, as appropriate, for the specific purpose intended will be at the
SPONSOR's sole risk and expense and without liability or legal exposure .to the CONSULTANT or its
subconsultants, subcontractors, or vendors. The SPONSOR shall indemnify the CONSULTANT, its
subconsultants,subcontractors,and vendors against,and hold them harmless from,all claims,damages,losses,
and expenses(including reasonable expert and attorneys'fees)arising out of or resulting from such reuse.
In the event that this Agreement is terminated for any reason,then within ten(10)days after such termination,
the CONSULTANT shall make available to the SPONSOR all data and material prepared under this Agreement,
including cover sheets, in accordance with and subject to the terms of the above paragraphs.
ARTICLE 16—CODE OF ETHICS
The CONSULTANT specifically agrees that this Agreement may be canceled or terminated if any service under
this Agreement is in conflict with the provisions of Section 74 of the New York State Public Officers'Law,as
amended and Schedule"E",which_is attached hereto and made a part hereof
PAGE 7
ARTICLE 17—INDEPENDENT CONTRACTOR
The CONSULTANT, in accordance with its status as an independent contractor, shall conduct itself consistent
with such status; shall neither hold itself out as nor claim to be an officer or employee of the SPONSOR by
reason hereof; and shall not,by reason hereof,make any claim,demand, or application to or for any right or
privilege applicable to an officer or employee of the SPONSOR, including, but not limited to, workers'
compensation coverage,unemployment insurance benefits,Social Security coverage,or retirement membership
or credit.
ARTICLE 18—PATENT RIGHTS AND COPYRIGHTS
Any patentable result arising out of this Agreement,as well as all information,designs,specifications,know-
how, data, and findings, shall be made available without cost to the State of New York or its licensees for
public use.No material prepared in connection with this Project shall be subject to copyright.The State and the
FAA shall have the right to publish, distribute, disclose, or otherwise use any material prepared under this
Project,subject to the provisions of Article 15 hereof.
ARTICLE 19—FEDERAL PARTICIPATION
FEMA is not a party to this Agreement,although the Project work program covered by this Agreement maybe
financially aided in part by an Agreement between the SPONSOR and FEMA. The SPONSOR and the
CONSULTANT hereby agree to comply fully with the conditions set forth in detail in the Grant Agreement as
though they were set forth in detail in this Agreement including the requirements set forth in Schedule"E".The
CONSULTANT further agrees that, by reason of complying with the conditions of the Agreement, no
obligation is entailed on the part of FEMA to the CONSULTANT.
The CONSULTANT and the SPONSOR agree that properly authorized officials of the FAA and FEMA may
from time to time inspect all Project documents for the purpose of insuring compliance with Federal laws and
protecting the interests of FEMA and the FAA.
ARTICLE 20—MISCELLANEOUS
A. The CONSULTANT shall require all persons employed to perform services hereunder, including its
subconsultants or subcontractors,vendors,agents,officers,and employees,to comply with applicable
laws in the jurisdiction in which the Project is located.
B. Iff any provision of this Agreement is held to be invalid,the remainder of this Agreement shall not be
affected Li eleljy 1f such remair,der, wl&Uld'Ll.en 4 l�lJ-L1n Ue to on -,,, LL'the-termis ainl requlrernents of
applicable law.
C. By execution of this Agreement,the CONSULTANT represents that it has not paid,and also agrees not
to pay,any bonus or commission for the purpose of obtaining any approval of this Agreement.
C. Any notice required under this Agreement shall be in writing,addressed to the appropriate party at the
address set forth above, and shall be given personally; by registered or certified first-class mail,
postage prepaid and return receipt requested;by facsimile transmission,with confirmation of receipt;
or by a nationally-recognized overnight courier service,with proof of receipt. Notice shall be effective
upon the date of receipt. For purposes of this Agreement, failure or refusal to accept receipt shall
constitute receipt nonetheless. Either party may change its address for notice by giving notice to the
other in accordance with the terms of this paragraph.
D. This Agreement,and the interpretation and enforcement of the provisions hereof,is governed by the
PAGE 8
laws of the State of New York.
E. SPONSOR acknowledges that:
• CONSULTANT is not recommending any action to SPONSOR or other obligated person
hereunder that would cause CONSULTANT to be considered a municipal advisor for purposes
of the Securities and Exchange Commission Registration of Municipal Advisors Rule, 78
Fed. Reg. 67468 (2013);
• CONSULTANT does not owe a fiduciary duty pursuant to Section 15B of the Securities
Exchange Act of 1934(15 U.S.C.78o-4)to SPONSOR or other obligated person with respect
to the information and material contained in this Agreement or any Project deliverable;and
• SPONSOR or other obligated person should discuss any information and material contained in
this Agreement or Project deliverable with any and all internal or external advisors and
experts that SPONSOR or other obligated person deems appropriate before acting on this
information or material.
ARTICLE 21—SUBCONSULTANTS/SUBCONTRACTORS AND VENDORS
All subconsultants and subcontractors performing services for or work on this Project shall be bound by the
same required provisions of this Agreement as is the CONSULTANT. As set forth above, all agreements
between the CONSULTANT and a subconsultant, subcontractor, or vendor shall include all standard required
contract provisions, and such agreements shall be subject to review by the Federal Aviation Administration
(FAA)and the Federal Emergency Management Agency(FEMA).
ARTICLE 22—FORCE MAJEURE
Any delay in or failure of performance of any party to this Agreement shall not constitute a default under this
Agreement nor give rise to any claim for damage, if and to the extent such delay or failure is caused by
occurrences or events beyond the control of the party affected, including, but not limited to, acts of God;
expropriation or confiscation of facilities or compliance with any order or request of government authority,
affecting to a degree not presently existing,the supply,availability,or use of personnel or equipment;loss of
utility services;blizzard;flood;fire;labor unrest;strikes;war;riot;or any cause the party is unable to prevent
with reasonable diligence.A party who is prevented from performing for any reason shall immediately notify
the other in writing of the reason for the nonperformance and the anticipated extent of any delay. Additionally,
if the delay resulting from any of the foregoing increases the cost of or time required by CONSULTANT to
perform its services hereunder in an orderly and efficient manner,then CONSULTANT shall be entitled to an
equitable adjustment in schedule and/or compensation.
ARTICLE 23—DISPUTE RESOLUTION
A. ' The SPONSOR and the CONSULTANT agree to negotiate in good faith for a period ofthirty(30)days
from the date of notice of disputes between them prior to exercising their right under Section 23B
below. The thirty-day period may be extended upon mutual agreement of the parties.
B. If any dispute cannot be resolved pursuant to paragraph(A) above, and only if mutually agreed by
SPONSOR and CONSULTANT,said dispute and all unsettled claims,counterclaims,and other matters in
question between them arising out of or relating to this Agreement or the breach of any provision
hereof("disputes")shall be submitted to mediation by a mediator,to be selected by the parties jointly,
prior to a party initiating a legal action against the other,unless initiating mediation would irrevocably
prejudice one of the parties. It is the intention of the parties that any agreement reached at mediation
become binding. The cost of mediation shall be shared equally between the parties.
PAGE 9
IN WITNESS WHEREOF,this Agreement has been executed by the SPONSOR,acting by and through the Town
of Southold,who has caused the seal of his or her office to be affixed hereto,and by the CONSULTANT,acting
by and through a duly-authorized officer,effective the day and year first above-written,subject to the approval
of the Federal Emergency Management Agency(FEMA).
SPONSOR(S) CONSULTANT
Fishers Island Ferry District C&S Engineers,Inc.
By: By:
regory T. g,P.E.
(Print NNaine)
Title: Title: Associate Group Manager
Date: l�j Date: 6
Town of Southold
By: Q�Q
Sco A.Russell
Title: Town Supervisor
Date: 81211�
PAGE 10
SCHEDULE A
SCOPE OF SERVICES
Project Title: Airfield Lighting and Signage Repairs
Airport Name: Elizabeth Field Airport
Services Provided: Construction Observation&Administration
Project Description:
The CONSULTANT shall provide the following services,including construction contract administration and full-
time construction observation,during construction of the Airfield Lighting and Signage Repairs Project.The
Project will be constructed by the SPONSOR with grant assistance from the Federal Emergency Management
Agency(FEMA).
The project consists of lighting repairs along Runways 12-30 and 7-25 including:replacement of all Runway
Medium-intensity edge lighting (base-up),replacement of all 8 Runway End Identifier Lights (REIL)units
(base-up),replacement of all 4 Runway Precision Approach Path Indicator(PAPI)units(base-up),replacement
of Runway 25 and 30 PAPI control units (base-up), replacement of 4 guidance sign assemblies (base up),
replacement of 4 guidance sign electrical components(internal to sign assembly)and replacement of 2 single
obstruction lights with new bases and 2 double obstruction lights on existing bases. Included will be
replacement of the obstruction light circuit transformer/disconnect,and existing junction can,and all airfield
lighting conductors and isolated areas of conduit replacement.An existing windcone transformer must be re-
mounted as well.
CONSULTANT shall provide the following services:
CONSTRUCTION CONTRACT ADMINISTRATION PHASE
The Construction Contract Administration Phase shall consist of observation of the construction to become
generally familiar with the progress and quality of the Contractor's work to determine if the work is proceeding
in general conformity with the Contract Documents.In addition,the CONSULTANT shall aid the SPONSOR by
acting as its liaison andProject coordinator witli the Federal Emergency Management Agency(FEMA)during
the construction ofthe Project. Constriction Contract Administration includes the following services:
1. Provide consultation and advice to the SPONSOR during construction,including the holding of a pre-
construction conference,and other meetings required during the course of construction.Prepare and
distribute minutes of all meetings.
2. Review, approve, or take other appropriate action on all Contractor-required submittals,,such as
construction schedules and phasing programs,shop drawings,product data,catalog cuts,and samples.
3. Review alternative construction methods proposed by the Contractor and advise the SPONSOR of the
impact of these methods on the schedule and quality of the Project.
4. Prepare supplemental drawings and change orders necessary to execute the work properly within the
intended scope. Assist the SPONSOR in resolving contractor claims and disputes.
5. Provide interpretation of the Contract Document requirements and advise the Contractor of these on
behalf of the SPONSOR when necessary.
6. Furnish the SPONSOR one reproducible set of the record drawings for the completed Project taken
from the annotated record drawings prepared by the resident inspector based upon Contractor-
A-1
F\PROSECT\21 I-TOWN OF SOUTHOLD\211015002-AIRFIELD LIGHTING REPAIRS\AGREEMENTS\FINAL\CONSTRUCTION\SCHEDULE A-CONSTRUCTION DOC 9/11
provided information.
7. Assist with coordination of reimbursement request package.
8. Conduct pre-final and final inspections of the completed Project with the SPONSOR's airport
personnel, FEMA, and the Contractor.
9. Issue certificates of construction completion to the SPONSOR AND FEMA.
10. Perform an orderly closeout of the Project as required by the SPONSOR and FEMA.
11. Provide assistance to the SPONSOR as a witness in any litigation that may arise from the development
or construction of the Project.Payment for this service will be as stated in Article 2.2(A),Item V,of
the CONSULTANT Agreement for the Project, of which this Schedule forms a part.
CONSTRUCTION OBSERVATION PHASE
The construction observation phase shall consist of construction observation by a full-time resident engineer or
inspector and supporting staff who will also:
1. Maintain a Project record in accordance with the Manual of Uniform Record Keeping (MURK)
requirements of the NYSDOT for aviation capital projects.
2. Review documents and submissions by Contractor(s) pertaining to scheduling and advise the
SPONSOR as to their acceptability.
3. Observe the Work to determine general conformity with the Contract Documents and to ascertain the
need for correction or rejection of the Work.Neither the activities of the resident engineer or inspector
and/or supporting staff nor the presence of any of them at a construction/Project site shall relieve
Contractor nor make Consultant responsible for,Contractor's obligations,duties,and responsibilities,
including, but not limited to, construction means, methods, sequences, techniques, or procedures
necessary for performing,superintending,or coordinating the Work in accordance with the Contract
Documents and any health or safety precautions or measures required by regulatory agencies.
4. Attend and conduct pre-construction and pre-inctAIntion conferences; progress meetings (if
necessary); and final inspection of the completed Project.
5. Observe testing and inspection. Arrange for, conduct, or witness field or shop tests of construction
materials as required by the plans and specifications for the Project;monitor the suitability of materials
on the Project site or brought to the Project site to be used in construction;interpret the contract plans
and specifications and check the construction activities for general compliance with the design intent;
measure, compute, or check quantities of Work performed and quantities of materials in-place for
partial and final payments to the Contractor.
6. Prepare and submit inspection reports of construction activity and problems encountered as required
by the SPONSOR and FEMA.
7. Prepare,review,and approve payment requests to Contractor(s).
A-2
F\PROIECT\211-TOWN OF SOUTHOLD\211015002-AIRFIELD LIGHTING REPAIRS\AGREEMENTS\FINAL\CONSTRUCTION\SCHEDULE A-CONSTRUCTION DOC 9111
The CONSULTANT agrees to perform the services in the Construction Observation Phase of this Project during
the construction contract period, estimated to be as follows:
Pre-Construction: Construction Supervisor, 1 day @ 10 hrs/day(pre-construction meeting)
Resident Engineer, 1 days @ 10 hrs/day(pre-construction meeting)
Managing Engineer, 8 hrs(project oversight)
Engineer, 1 day @ 10 hrs/day(pre-construction meeting)
Inspection: Construction Supervisor, 1 day @ 10 hrs/day(construction inspection oversight)
Resident Engineer, 21 days @ 8 hrs/day
Managing Engineer, 8 hrs
Engineer, 3 weeks @ 4 hrs/week
Sr. Technical Administrator, 10 hrs(construction administration)
Post-Construction: Resident Engineer, 1 day @ 10 hrs/day(closeout)
Senior Designer, 10 hrs(record drawings)
Engineer, 8 hrs(project closeout oversight)
Assumptions:
• Weekly inspection and engineers reports will be prepared and distributed
• Weekly progress meetings will be held in FIFD office
• One(1)additional site visit inspection for PAPI flight check
• Grant Reimbursement Requests shall be coordinated between FIFD and Town.
A-3
F\PROJECT\21 I-TOWN OF SOUTHOLD\211015002-AIRFIELD LIGHTING REPAIRS\AGREEMEN7S\FINAL\CONSTRUC170N\SCHEDULE A-CONSTRUCTION DOC 9/11
RESPONSIBILITIES/DUTIES OF INSPECTION STAFF
In general, the on-site inspection staff is responsible for monitoring construction activity on a project and
documenting their observations in a formal project record.The Project record contents and its preparation shall
be in accordance with the NYSDOT M.U.R.K.
The M.U.R.K. System consists of the following records and duties:
1. Engineer's Weekly Project Diary
2. Inspector's Weekly Reports
3. Prime/Subcontractor Work Summary
4. Preparation of Material Acceptance Reports
5. Preparation of Certification and Testing Log Book
6. Review Subcontractor approval forms
7. Prepare statement of days charged on a weekly basis
8. Conduct Wage Rate Interviews with prime/subcontractors employees
9. Conduct Project meetings with Sponsor and Contractors
10. Field measure quantities on a daily basis
11. Collect and monitor weekly payrolls for Davis Bacon Act Compliance
12. Preparation of Periodic Payment Request for Contractor
13. Record deviations from the contract pians for preparation of record diawnrgs
14. Preparation and review of Change Orders/Force Account Work
The Resident Inspector will assist the SPONSOR and Contractor regarding construction activity as it relates to
aircraft operations and coordination of Notice to Airmen(NOTAMS)as required.
END OF SCHEDULE
A-4
F\PROJECT\211-TOWN OF SOUTHOLD\2110I5002-AIRFIELD LIGHTING REPAIRS\AGREEMENTS\FINAL\CONSTRUCTION\SCHEDULE A-CONSTRUCTION.DOC 9/11
ARCHITECTURAL/ENGINEERING
COST SUMMARY
SCHEDULE "B"
INSPECTION PHASE
ROJECT NAME: Airfield Lighting Repairs DATE: 15-Sep-15
ROJ DESCRIPTION Airfield Lighting and Signage Repairs A/E: C&S ENGINEERS,INC.
PROJECT NO: 211.015.003
LIENT: Town of Southold C&S CONTACT: Thomas J.Horth,P.E.
LIENT MANAGER Gordon Murphy
ESTIMATE OF DIRECT SALARY COSTS: MAXIMUM AVERAGE
RATE OF PAY RATE OF PAY ESTIMATED ESTIMATED
TITLE ($/HR) ($/HR) @ HOURS COST
A SERVICE GROUP/ASSOCIATE MANAGER $78.90 $69.10 X 0 = $000
B. DEPARTMENT MANAGER $75.70 $60.50 X 0 = $0.00
C. MANAGING ENGINEER $6860 $51.60 X 20 = $1,032.00
D. CHIEF/PRINCIPAL ENGINEER $5840 $55.50 X 0 = $0.00
E. SENIOR PROJECT ENGINEER $46.90 $42.40 X 0 = $0.00
F. PROJECT ENGINEER/ENV SCIENTIST $42.10 $37.25 X 0 = $0.00
G. ENGINEER $37.50 $31.75 X 30 = $952.50
H. STAFF ENGINEER $29.80 $27.20 X 0 = $0.00
I. SENIOR DESIGNER $38.70 $32.85 X 10 = $328.50
J. DESIGNER $33.10 $27.10 X 0 = $0.00
K. CADD OPERATOR/DESIGN TECHNICIAN $24.20 $21.90 X 0 = $0.00
L. ADMINISTRATIVE ASSISTANT $2540 $21.60 X 0 = $0.00
M. GRANTS PROGRAM MANAGER $46.00 $4390 X 0 = $0.00
N. GRANTS ADMINISTRATOR $38.70 $25.00 X 0 = $0.00
O. ASSISTANT GRANTS ADMINISTRATOR $25.20 $24.50 X 0 = $0.00
P. MANAGING PLANNER $58.70 $51.20 X 0 = $0.00
Q. SENIOR PROJECT PLANNER $40.80 $39.70 X 0 = $000
R PLANNER $3200 $3010 X 0 = $000
S STAFF PLANNER $2980 $27.20 X 0 = $000
T. SENIORIMANAGING ARCHITECT $52.60 $48.70 X 0 = $0.00
U SENIOR GIS ANALYST $28.20 $27.50 X 0 = $0.00
V. GEOLOGIST $29.30 $28.60 X 0 = $000
W. ENVIRONMENTAL SCIENTIST $45.90 $29.28 X 0 = $000
X SENIOR CONSTRUCTION SUPERVISOR $66.70 $65-n0 X 0 = $0-G0
Y. CONSTRUCTION SUPERVISOR $47.60 $45.30 X 20 = $906.00
Z. RESIDENT ENGINEER $47.00 $4580 X -188 = $8,610.40
AA. CHIEF INSPECTOR $40.60 $37.80 X 0 = $0.00
BB. SENIOR INSPECTOR $32.00 $3120 X 0 = $0.00
CC. INSPECTOR $24.90 $24.20 X 0 = $0.00
DD. JUNIOR INSPECTOR $21.80 $2080 X 0 = $0.00
EE. SENIOR TECHNICAL ADMINISTRATOR $32.60 $32.60 X 10 = $326.00
FF. SENIOR PROJECT LANDSCAPE ARCHITECT $42.10 $36.80 X 0 = $0.00
GG. PROJECT LANDSCAPE ARCHITECT $35.00 $3350 X 0 = $0.00
TOTAL ESTIMATED DIRECT SALARY COST: $12,155.40
OVERHEAD EXPENSES&PAYROLL BURDEN PER SCHEDULE"C"-
(AUDITABLE,ESTIMATED AND EXPRESSED AS A PERCENTAGE
OF DIRECT SALARY COST). 171.00% $20,78573
SUBTOTAL OF ITEMS I&II: $32,941 13
B-1
/. ESTIMATE OF DIRECT EXPENSES:
A. TRAVEL,BY AUTO.
6 TRIPS @ 640 MILES/TRIP @ $0.575 = $2,20800
B. TRAVEL,ON SITE,BY AUTO:
21 DAYS @ 2 MILES/DAY @ $0.575 = $24.15
C. PER DIEM:
23 DAYS @ 1 PERSONS @ $190.00 = $4,370.00
D. CELL PHONE: 0 MONTHS@ $200.00 = $0.00
E MISCELLANEOUS = $21.93
TOTAL ESTIMATE OF DIRECT EXPENSES: $6,62408
FIXED FEE(PROFIT,LUMP SUM):
A. LABOR PLUS OVERHEAD: 15% (OF III) $4,941.17
B. DIRECT EXPENSES: 15% (OF IV.) $993.61
TOTAL FIXED FEE: $5,934.78
I. TOTALS:
A. ESTIMATE OF MAXIMUM TOTAL COST FOR INSPECTION SERVICES,AGREEMENT TOTAL&FEMA ELIGIBLE: $45,5OO.00
B-2
SCHEDULE "C"
C&S ENGINEERS, INC
AGREED OVERHEAD
ALLOWABLE % OF
SALARY OVERHEAD (PAYROLL BURDEN) COST DIRECT LABOR
Vacation & Holiday 2,200,000.00 16%
Sick & Personal 520,000.00 4%
FICA Taxes 1,900,000.00 14%
U. E. Taxes 300,000.00 2%
WC Insurance 115,000.00 1%
Group Insurance 1,800,000.00 13%
Bonus 450,000.00 3%
Employee Benefits 460,000.00 3%
Payroll Preparation 30,000.00 0%
TOTAL SALARY OVERHEAD 7,775,000.00 57%
GENERAL & ADMINISTRATIVE OVERHEAD
Indirect Labor 3,300,000.00 24%
Clerical & Administrative 1,900,000.00 14%
Project Development 3,000,000.00 22%
Training & Recruitment 400,000.00 3%
Office Supplies & Equipment Leases 1,650,000.00 12%
Travel &Auto Expenses 8-4TT000.U0 6%
Insurance 490,000.00 4%
Depreciation 640,000.00 5%
Rent , Janitorial, & Maintenance 1,800,000.00 13%
Utilities 180,000.00 1%
Telephone 360.000.00 3%
Dues & Fees 600,000.00 4%
Workshops, Seminars, & Education 250,000.00 2%
Legal &Accounting 180,000.00' 1%
TOTAL GENERAL & ADMINISTRATIVE 15,590,000.00 114%
TOTAL OVERHEAD 23,365,000.00 171%
TOTAL DIRECT LABOR 13,700,000.00
END OF SCHEDULE
C-1
SCHEDULE "D"
RESOLUTION 2015-344
ADOPTED DOC ID: 10721
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2015-344 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
APRIL 7,2015:
WHEREAS,FEMA has requested that certain Airport lighting and seal work be performed at
the Fishers Island Elizabeth Field Airport("Airport"); and
WHEREAS, the Board of Commissioners of the Fishers Island Ferry District adopted a
resolution at their March 16, 2015, Meeting waiving its Procurement Policy requirement on
professional services by hiring C&S Engineers to perform the engineering services in connection
with said work; and
WHEREAS, C&S Engineers has the unique experience and history as Project Manager on
several previous Airport projects; now, therefore, be it
RESOLVED that the Town Board of the Town of Southold hereby ratifies the March 16, 2015,
resolution of the Board of Commissioners of the Fishers Island Ferry District waiving its
Procurement Policy requirement on professional services to allow C&S Engineers to manage and
oversee all aspects of the lighting and seawall work at said Airport.
a
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Jill Doherty, Councilwoman
SECONDER:William P. Ruland, Councilman
AYES: Ghosio, Dinizio Jr, Ruland, Doherty,Evans, Russell
END OF SCHEDULE
D-1
SCHEDULE E
CERTIFICATION OF CONSULTANT
I hereby certify that I am the Manager of the Airport Services Group and a duly authorized representative of the
firm of C&S Engineers,Inc.,whose address is 499 Col.Eileen Collins Blvd.,Syracuse,NY,and that neither I
nor the above firm I here represent has:
A. employed or retained for a commission,percentage,brokerage,contingent fee,or other consideration,
any firm or person(other than a bona fide employee working solely for me or the above CONSULTANT)
to solicit or secure this Contract.
B. agreed,as an express or implied condition for obtaining this Contract,to employ or retain the services
of any firm or person in connection with carrying out the Contract, or
C. paid or agreed to pay to any firm, organization,or person(other than a bona fide employee working
solely for me or the above CONSULTANT)any fee,contribution,donation,or consideration of any kind
for, or in connection with,procuring or carrying out the Contract except as here expressly stated(if
any):
I acknowledge that this certificate is to be furnished to the Federal Aviation Administration of the United
States Department of Transportation, in connection with this Contract, involving participation of Airport
Improvement Program(AIP)funds,and is subject to applicable state and Federal laws,both criminal and civil.
v � G
Date G ry T.Topping,P.E.
Associate Group Manager-Aviation Group
END OF SCHEDULE
E-1
C\Uccra\damc11kDc%ktop\ccr1 doc 09104
. 1
SCHEDULE "F"
AIRPORT AID PROGRAM
Contractor Contractual Requirements
Civil Rights Act of 1964, Title VI—49 CFR Part 21
During the performance of this contract, the contractor, for itself, its assignees and successors in
interest (hereinafter referred to as the"contractor") agrees as follows:
1. Compliance with Regulations. The contractor shall comply with the regulation relative to nondiscrimination in
federally assisted programs of the Department of Transportation(hereinafter,"DOT")Title 49,Code of Federal Regulations,Part
21,as they may be amended from time to time,(hereinafter referred to as the Regulations),which are herein incorporated by
reference and made a part of this contract.
2. Nondiscrimination. The contractor,with regard to the work performed by it during the contract,shall not discriminate
on the grounds of race,color,or national origin in the selection and retention of subcontractors,including procurements of
material and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited
by section 21.5 of the Regulations,including employment practices when the contract covers a programs set forth in Appendix B
of the Regulations.
3. Solicitation for Subcontracts,Including Procurements of Materials and Equipment. In all solicitations,either by
competitive bidding or negotiation,made by the contractor for work to be performed under a subcontract,including
procurements of materials or leases of equipment,each potential subcontractor or supplier shall be notified by the contractor of
the contractor's obligations under this contract and the regulations relative to nondiscrimination on the grounds of race,color,or
national origin.
4. Information and Reports. The contractor shall provide all information and reports required by the regulation or
directives issued pursuant thereto and shall permit access to its books,records,accounts,other sources of information,and its
facilities as may be determined by the sponsor or the Federal Aviation Administration(FAA)to be pertinent to ascertain
compliance with such regulations,orders and instructions. Where any information required of a contractor shall so certify to the
sponsor or the FAA,as appropriate,and shall set forth what efforts it has made to obtain the information.
5. Sanctions for Noncompliance. In the event of the contractor's noncompliance with the nondiscrimination provisions
of this contract,the sponsor shall impose such contract sanction as it or the FAA may determine to be appropriate,including but
not limited to--
withholding of payments to the contractor under the contractor under the contract until the
contractor complies, and/or
cancellation,termination,or suspension of the contract,in whole or in part.
6. Incorporation of Provisions. The contractor shall include the provisions of paragraphs I through 5 in every
subcontract,including procurements of materials and leases of equipment,unless exempt by the regulations or direetivities issued
pursuant thereto. The contractor shall take such action with respect to anv subcontract or procurement as the sponsor of the FAA
may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided,however,that in the event
a contractor becomes involved in or is threatened with,litigation with a subcontractor or supplier as a result of such direction,the
contractor may request the sponsor to enter into such litigation to protect the interests of the sponsor and,in addition,the
contractor may request the United States to enter into such litigation to protect the interest of the United States.
Disadvantaged Business Enterprise(DBE)Assurances
49 CFA Part 26
1. Policy. It is the policy of the Department of Transportation(DOT)that disadvantaged business enterprises,as defined
in 49 CFR Part 26,shall have the maximum opportunity to participate in the performance of contracts and subcontracts finances
in whole or in part with Federal funds under this agreement.
2. DBE Obligation. The contractor agrees to ensure that disadvantaged business enterprises,as defined in 49 CFR Part
26 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part
with Federal funds provided under this agreement. In this regard,all contractors shall take all necessary and reasonable steps in
accordance with 49 CFR Part 26 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for
F-1
and perform contracts. Contractors shall not discriminate on the basis of race,color,national origin,or sex in the award and
performance of DOT assisted contracts.
Airport and Airway Improvement Act of 1982,Section 520
General Civil Rights Provisions
49 U.S.C.47123
The contractor assures that it will comply with pertinent statutes,executive orders and such rules as are promulgated to assure
that no person shall,on the grounds of race,creed,color,national origin,sex,age,or handicap be excluded from participating in
any activity conducted with or benefiting from Federal assistance.This provision obligates the tenant/concessionaire/lessee or its
transferee for the period during which Federal assistance is extended to the airport a program,except where Federal assistance is
to provide,or is in the form of personal property or real property or interest therein or structures or improvements thereon. In
these cases the provision obligates the party or any transferee for the longer of the following periods: (a)the period during which
the property is used by the airport sponsor or any transferee for a purpose for which Federal assistance is extended,or for another
purpose involving the provision of similar services or benefits or(b)the period during which the airport sponsor or any
transferee retains ownership or possession of the property. In the case of contractors,this provision binds the contractors from
the bid solicitation period through the completion of the contract.This provision is in addition to that required of Title VI of the
Civil Rights Act of 1964.
Access to Records and Reports
49 CFR Part 18.36(i)
The Contractor shall maintain an acceptable cost accounting system.The Contractor agrees to provide the Sponsor,the Federal
Aviation Administration and the Comptroller General of the United States or any of their duly authorized representatives access
to any books,documents,papers,and records of the contractor which are directly pertinent to the specific contract for the
purpose of making audit,examination,excerpts and transcriptions.The Contractor agrees to maintain all books,records and
reports required under this contract for a period of not less than three years after final payment is made and all pending matters
are closed.
Rights to Inventions
49 CFR Part 18.36(i)(8)
All rights to inventions and materials generated under this contract are subject to regulations issued by the FAA and the Sponsor
of the Federal grant under which this contract is executed.
Lobbying and Influencing Federal Employees
49 CFR Part 20,Appendix A
(i) No Federal appropriated funds have been paid orwiii be paid,ily-ur on-beharfaf-contractor,to any person forinfluencing or
attempting to influence an officer or employee of an agency,a Member of Congress,an officer-or employee of Congress,or an
employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the
making of any Federal loan,the entering into of any cooperative agreement,and the extension,continuation,renewal,
amendment,or modification of any Federal contract,grant,loan,or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting
to influence an officer or emDlovee of any agency.a Member of Congress.an officer or emDlovee of Congress.or an emDloyee of
a Member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement,the undersigned shall
complete and submit Standard Form-LLL,"Disclosure Form to Report Lobbying,"in accordance with its instructions.
(3)The contractor shall require that the language of this certification be included in the award documents for all subawards at all
tiers(including subcontracts,subgrants,and contracts under grants,loans,and cooperative agreements)and that all subrecipients
shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered
into.Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title
31,U.S.Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000
and not more than$100,000 for each such failure.
F-2
Trade Restriction Clause
49 CFR Part 30
The contractor or subcontractor,by submission of an offer and/or execution of a contract,certifies that it:
a. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that
discriminate against U.S.firms published by the Office of the United States Trade Representative(USTR);
b. has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of
a foreign country on said list,or is owned or controlled directly or indirectly by one or more citizens or nationals of a foreign
country on said list;
C. has not procured any product nor subcontracted for the supply of any product for use on the project that is produced in
a foreign country on said list.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17,no contract
shall be awarded to a contractor or subcontractor who is unable to certify to the above. If the contractor knowingly procures or
subcontracts for the supply of any product or service of a foreign country on said list for use on the project,the Federal Aviation
Administration may direct through the Sponsor cancellation of the contract at no cost to the Government.
Further,the contractor agrees that,if awarded a contract resulting from this solicitation,it will incorporate this provision for
certification without modification in each contract and in all lower tier subcontracts. The contractor may rely on the certification
of a prospective subcontractor unless it has knowledge that the certification is erroneous.
The contractor shall provide immediate written notice to the sponsor if the contractor learns that its certification or that of a
subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subcontractor
agrees to provide written notice to the contractor if at any time it learns that its certification was erroneous by reason of changed
circumstances.
This certification is a material representation of fact upon which reliance was placed when making the award. If it is later
determined that the contractor or subcontractor knowingly rendered an erroneous certification,the Federal Aviation
Administration may direct through the Sponsor cancellation of the contract or subcontract for default at no cost to the
Government.
Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render,in good
faith,the certification required by this provision. The knowledge and information of a contractor is not required to exceed that
which is normally possessed by a prudent person in the ordinary course of business dealings.
This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a
false,fictitious,or fraudulent certification may render the maker subject to prosecution under Title 18,United States Code.
Section 1001.
Termination of Contract
49 CFR Part 18.36(i)(2)
a. The Sponsor may,by written notice,terminate this contract in whole or in part at any time,either for the Sponsor's
convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services shall be immediately
discontinued(unless the notice directs otherwise)and all materials as may have been accumulated in performing this contract,
whether completed or in progress,delivered to the Sponsor.
b. If the termination is for the convenience of the Sponsor,an equitable adjustment in the contract price shall be made,
but no amount shall be allowed for anticipated profit on unperformed services.
C. If the termination is due to failure to fulfill the contractor's obligations,the Sponsor may take over the work and
prosecute the same to completion by contract or otherwise. In such case,the contractor shall be liable to the Sponsor for any
additional cost occasioned to the Sponsor thereby.
d. If,after notice of termination for failure to fulfill contract obligations,it is determined that the contractor had not so
failed,the termination shall be deemed to have been effected for the convenience of the Sponsor. In such event,adjustment in
the contract price shall be made as provided in paragraph 2 of this clause.
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C. The rights and remedies of the sponsor provided in this clause are in addition to any other rights and remedies provided
by law or under this contract.
Breach of Contract Terms
49 CFR Part 18.36
Any violation or breach of terms of this contract on the part of the contractor or their subcontractors may result in the suspension
or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement.
The duties and obligations imposed by the Contract Documents and the rights and remedies available there under shall be in
addition to and not a limitation of any duties,obligations,rights and remedies otherwise imposed or available by law.
Davis—Bacon Act Provisions
1. All mechanics and laborers employed or working upon the site of the work will be paid unconditionally and not less
often than once a week and without subsequent deduction or rebate on any account(except such payroll deductions as are
permitted by regulations issued by the Secretary of Labor under the Copeland Act(29 CFR Part 3),the full amounts due at time
of payment computed at wage rates not less than those contained in the wage determination decision(s)of the Secretary of Labor
which is(are)attached hereto and made a part hereof,regardless of any contractual relationship which may be alleged to exist
between the contractor and such laborers and mechanics;and the wage determination decision(s)shall be posted by the
contractor at the site of the work in a prominent place where it(they)can be easily seen by the workers. For the purpose of this
paragraph,contributions made or costs reasonably anticipated under Section 1(b)(2)of the Davis-Bacon Act on behalf of
laborers or mechanics are considered wages paid to such laborers or mechanics,subject to the provisions of Subparagraph 4
below. Also for the purpose of this paragraph,regular contributions made or costs incurred for more than a weekly period under
plans,funds,or programs,but covering the particular weekly period,are deemed to be constructively made or incurred during
such weekly period[29 CFR 5.5(a)(1)(i)].
2. Any class of laborers or mechanics,including apprentices and trainees,which is not listed in the wage determinations)
and which is to be employed under the contract,shall be classified or reclassified conformably to the wage determination(s),and
a report of the action taken shall be sent by the SPONSOR to the FAA for approval and transmittal to the Secretary of Labor. In
the event that the interested parties cannot agree on the proper classification or reclassification of a particular class of laborers
and mechanics,including apprentices and trainees,to be used,the question accompanied by the recommendation of the FAA
shall be referred to the Secretary of Labor for final determination[29 CFR 5.5(a)(1)(ii)].
3. Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe
benefit which is not expressed as an hourly wage rate and the contractor is obligated to pay a cash equivalent of such a fringe
benefit,an hourly cash equivalent thereof shall be established. In the event the interested parties cannot agree upon a cash
equivalent of the fringe benefit,the question accompanied by the recommendation of the FAA shall be referred to the Secretary
of Labor for determination[29 CFR 5.5(a)(1)(iii)].
4. If the Contractor does not make payments to a trustee or other third person,be may consider as part of the wages of any
laborer or mechanic the amount of any costs reasonably anticipated in providing benefits under a plan or program of a type
expressly listed in the wage determination decision of the Secretary of Labor which is a part of this contract. Provided,however,
the Secretary of Labor has found,upon the written request of the Contractor,that the applicable standards of the Davis-Bacon
Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of
obligations under the plan or program.
Special Grant Condition
Office of Management and Budget issued Memorandum M-08-03 implementing Section 106(g)of the Trafficking Victims
Protection Act of 2000,as amended(TVPA)(22 U.S.C.7104(g)).
Trafficking In Persons
a.Provisions applicable to a recipient that is a private entity.
1.You as the recipient,your employees,subrecipients under this award,and subrecipients' employees may not—
i.Engage in severe forms of trafficking in persons during the period of time that the award is in effect;
ii.Procure a commercial sex act during the period of time that the award is in effect;or
iii.Use forced labor in the performance of the award or subawards under the award.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion
The bidder/offeror certifies,by submission of this proposal or acceptance of this contract,that neither it nor its principals is
presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this
transaction by any Federal department or agency. It further agrees by submitting this proposal that it will include this clause
without modification in all lower tier transactions,solicitations,proposals,contracts,and subcontracts. Where the
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bidder/offeror/contractor or any lower tier participant is unable to certify to this statement,it shall attach an explanation to this
solicitation/proposal.
Ban on Texting When Driving
A. In accordance with Executive Order 13513,Federal Leadership on Reducing Text Messaging While Driving,October 1,
2009,and DOT Order 3902.10,Text Messaging While Driving,December 30,2009,the Sponsor is encouraged to:
1. Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text
messaging while driving when performing any work for,or on behalf of,the Federal government,including work relating to a
grant or subgrant.
2. Conduct workplace safety initiatives in a manner commensurate with the size of the business,such as:
a. Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving;
and
b. Education,awareness,and other outreach to employees about the safety risks associated with texting while driving.
B. The Sponsor must insert the substance of this clause on banning texting when driving in all subgrants,contracts and
subcontracts.
END OF SCHEDULE
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