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HomeMy WebLinkAboutSouth Harbor Road - Drainage Swale RESOLUTION 2019-965 x �y1a� ADOPTED DOC ID: 15733 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2019-965 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON NOVEMBER 19,2019: RESOLVED that the Town Board of the Town of Southold hereby amends Resolution 2019- 828 adopted on September 24, 2019 to read as follows: RESOLVED that the Town Board of the Town of Southold authorizes and directs the Town Supervisor Scott A. Russell to execute an intermunicipal agreement with the Suffolk County Soil and Water Conservation District for the receipt of grant funds in the amount of$50,000$50,750 to be utilized for Stormwater Runoff Remediation Protection on South Harbor Road, subject to approval from the Town Attorney. Elizabeth A.Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Jill Doherty, Councilwoman SECONDER:Louisa P. Evans, Justice AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell RECEIVED J JAN - 8 2020 Southold Town Clerk Office of the Town Attorney Town of Southold Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone : 631-765-1939 Facsimile: 631-765-6639 MEMORANDUM To: Ms. Elizabeth A. Neville, Town Clerk From: Mary Silleck Secretary to the Town Attorney Date: January 7, 2020 Subject: Agreement between Town of Southold and Suffolk County Soil and Water Conservation District Re: S. Harbor Road, ("Swale Project") With respect to the above-referenced matter, I am enclosing the original Agreement together with the Resolution. If you have any questions regarding the enclosed, please do not hesitate to call me. Thank you. /ms Enclosures cc: Accounting f Rev.11-20-19;Law No.18-8W-001 ! Town of Southold—Swale ,2019 a AGREEMENT BETWEEN ._SUFFOLK COUNTY SOIL AND WATER CONSERVATION DISTRICT And TOWN OF SOUTHOLD for f DRAINAGE$WALE This Contract("the Contract")is between the Suffolk County,Soil and Water-Conservation District ("the District"),established pursuant to the NY Soil and Water Conservation Districts Law and Resolution No. 245=19G4 of the,Suffolk County Legislature,having an address at 423 tariffing Avenue,Riverhead,New York 11901;and s Town of Southold("the Town"or"the,Contractor"),having an address at 53095 Main Rd.,P.O.Box 1179,Southold,New York, 11971. The Contractor has been designated to, receive 'funds from the District for construction and operation of a, ,drainage swale, as part of Stormwater Runoff remediation to protect Richmond Creek ("the Services") asset forth in Article 1, entitled"Description of Services." i { Term of the Contract: Date of Execution or August 02 2019'(whichever comes later)-December 31,2020. Total Cost of the Contract: Shall not exceed$50,750.00 to'the District,as set forth in Article II,attached. Terms and Conditions: Shall be as set forth'in Articles I and,II and Exhibits'1, attached hereto and made a - part'hereof. In Witness Whereof,the.parties hereto have executed'the Contract as of the latest date written below. i s i r I Pagel of 27 i i Rev.11-20-19;Law No.18-SW-001 � Town of Southold—Swale { TOWN OF SOUTHOLD SUFFOLK COUNTY SOIL AND WATER CONSERVATIONDI TRICT By: c� By: Name Name: &Q. ILII ), Title Title: Drstfa� n74 Fed.Tax ID# Date—, Date I i I j I . I i i +f I i i i Page 2 of 27 f I I Rev.11-20-19;Law No.18-SW-001 I Town of Southold-Swale i 1 List of Articles& Exhibits i Article I i Description of Services 1. Conflicting Provisions 2. Pre-Construciion/Design Meeting 3. Services to be�Provided by the Town j 4. Key Personnel of the-District 5. Self Insurance 6. Furniture, Fixtures,Equipment,Materials,Supplies Article,II Financial Terms-and Conditions 1. Conflicting Provisions 2. General Payment Terms 3. Agreement Subject to Appropriation ofFunds 4. Accounting Procedures 5. Audit 6. Comptroller's Rules and Regulations for Consultant's Agreements 7. Specific.Payment Terms and Conditions 8. General County Payment Terms Exhibit 1 District Terms and Conditions 1. Elements of Interpretation 2. Meanings of Terms 3. 'Contrac'tor Responsibilities { 4. Qualifications,Licenses,and Professional,Standards 5. Notifications 6. Documentation of Professional Standards_ 1 7. Credentialing 8. Engineering`Certificate 9. Termination 10.Indemnification and Defense 11.Reserved 12.Independent Contractor 13. Severability 14.Merger;No Oral Changes 15. Set-Off Rights 16.Non-Discrimination in Services 17.Nonsectarian Declaration 18.Governing Law 19.No Waiver 20. Conflict's of Interest 1 21.Cooperation on Claims 22.Confidentiality Page 3 of,27 Rev.11-20-19;Law No.18-SW-001 Town of Southold—Swale 1 i 23.Assignment and.Subcontiacting 24.Reserved. 25.No Intended Third Party Beneficiaries 26.Reserved 27.Reserved i '28.Copyrights and Patents 29.Arrears to County 30.Reserved 31.Record Retention 32. Certification Regarding Lobbying 33.Notice, Attachments 1. Resolution No.2019-36(SUFFOLK COUNTY SOIL AND WATER CONSERVATION ' DISTRICT BOARD OF DIRECTORS IS ACCEPTING THE'2017 NYSDEC WQIP,GRANT AWARD 1 TO THE SUFFOLK COUNTY SWCD AND APPROVING THE DISBURSEMENT OF$50,750.00 I FROM THE 12017 NYSDEC WQIP GRANT AWARD TO THE TOWN OF SOUTHOLD FOR THE SOUTHOLD STORMWATER REMEDIATION PROJECT(S.,HARBOR ROAD,SOUTHOLD), dated June 13,2019 and approved June 14,2019. 2. Resolution No,.2019-828 of the Town Board of the Town of Southold,adopted at the regular meeting.of the Town Board of the Town of Southold on September 24,20 19,and Resolution No.2019- 965 of the Town Board of the Town of Southold,amended November 19th,2019., 3. Contract between the Suffolk County Soil and Water Conservation District-and the N.Y.S.'Dep't of Environmental Conservation(NYSDEC)for grant funding(New York State Contract.No.DECO 1- 00637GG-3350000).(Project Name: Stormwater'Runoff Remediation Protection of-Richmond'Creek), last dated 6/14/2019,as extended by 12/31/2020,'inc'orporated by reference and made a part hereof. 4. Plan or Work(Plait Detail New Sand and Gravel Drainage Swale,Drainage Swale, South Harbor Road,Peconic,N.Y. (prepared by Southold Town Engineering;dated June 21,2017). 5. Insurance I t } Page 4 of 27 I _ l r Rev.11-20-19;Law No.18-S%v-001 Town of Southold—Swale Article I Description of Services ' Whereas,the District received a grant("NYS Grant")(a/k/a the"2017 NYSDEC-WQIP Grant")from the State of New York,Department of Environmental Conservation("NYSDEC");and i Whereas, the NYS Grant provides Rinding for construction of a 'swale by the Town of Southold ("Drainage Swale"), to remediate stormwater runoff from South Harbor Road, in the Town of Southold,N.Y., and protect Richmond Creek;and Whereas, the District ;adopted Resolution No. 2019-36 (SUFFOLK COUNTY SOIL AND WATER CONSERVATION DISTRICT BOARD OF DIRECTORS IS ACCEPTING THE 2017 NYSDEC WQIP GRANT AWARD TO THE SUFFOLK COUNTY SWCD AND APPROVING THE DISBURSEMENT OF $50,750.00 FROM THE 2017 NYSDEC WQIP GRANT AWARD TO THE TOWN OF SOUTHOLD FOR THE SOUTHOLD STORMWATER REMEDIATION PROJECT (S. HARBOR ROAD,'SOUTHOLD), dated June 13,2019 and approved June"14,2019;and Whereas,pursuant to above District resolution,the District has entered into the"Grant Contract,with the N.Y.S.Dep't of Environmental Conservation(NYSDEC)(New York State Contract No.,DECO 1-C00637GG- 3350000)(Project Name: Stormwater Runoff Remediation Protection of Richmond.Creek), inter alfa,to fund this agreement with the Town of Southold;and Whereas,the Tenn of-the Grant contract,'initially began on 5/1/2018 and ended on 12/31/18;and _ Whereas,the Term of the Grant Contract was extended to end on 12/31/20,by an Amendment(last-dated 9/12/19); and Whereas,the District anticipates receipt of grant funding,in the amount of$50,750.00,from NYSDEC in order to reimburse the cost of construction of the above-mentioned swale in the Town of Southold;and Whereas,District Resolution No.2019-36 also authorized disbursement,of the above grant proceeds by the District to the Town as reimbursement upon the Town's completion of the Southold Storm Water Remediation Project,located at South Harbor Road, Southold)("Swale Project") in accordance with th_e'regulation8 of the NYSDEC,in an amount no to exceed$50,750.00;and Whereas,District Resolution No.2019-36 also authorized the District Manager,or his designate,to administer the award,including execution of contract agreements and the disbursement of funds in accordance with the Grant Contract;and Whereas,Resolution No.2019-828;of the Town Board of the Town of Southold,adopted at the regular meeting of the Town Board on September 24,2019,as amended by Resolution No. 2019-965,'of the Town Board of the Town of Southold,adopted at the regular meeting of the Town Board on November 19th,2019,authorized the Town Supervisor to execute an intermunicipal agreement with the District for the receipt'of grant funds in the, amount of$50,750.00 to be utilized for Stormwater Runoff Remediation Protection on South Harbor Road. Now Therefore, in consideration.of the mutual provisions and covenants hereafter set forth, the parties hereto agree as follows: Page 5 of 28 I i I Rev.11-20-19;Law No.18-SW-001 Town of Southold—Swale 1. Conflicting Provisions In the event of any conflict between this Article I and any other provision to this Contract, such other i provision shall prevail unless it is expressly stated that this Article I shall prevail. 2. Pre-Construction/Design Meeting i A. The Town and the District shall have a preconstruction/design meeting and agree on a final design for the Drainage Swale. S. The Town shall develop and adhere to a construction schedule for the Drainage Swale,subject to the requirements that: 1. The construction phase of the Services shall be initiated no later than 11/1/2020.2.The construction of the Drainage Swale,as described herein,shall be completed on or before December 31, 2020. The Town recognizes that the District's ability to secure reimbursement under the Grant Contract is subject to completion by such date. 3. The construction schedule shall be provided to the District. I 3. Services to be provided by the Town A. Overview. 1. The Town shall construct a gravel and sand drainage swale("Drainage Swale")at the end of South Harbor Rod,Town of Southold,on Town-owned property,in an effort to mitigate sediment pollution that currently impacts Richmond Creek. The Town's Engineering Department has created a project design,which has been approved by the District. The Town's Engineering Department shall oversee the surveying,design,and construction of the sand and gravel drainage swale;and restoration to 1 the vegetation immediately affected by this disturbance. I' I 2. South Harbor Road's elevation is currently pitched at a downward slope towards the beach which is adjacent to the creek,thus resulting in runoff and beach erosion at the end of South Harbor Road. One hundred and seventy five(175) feet of the road shall be reconstructed and regraded by the Town in order to create the Drainage Swale basin. Several rip-rap swale_s and a check dam shall be installed by the Town. 3. Attachment 4 of this Intermunicipal Agreement includes the Plan or Work(Plan Detail New Sand and Gravel Drainage Swale,Drainage Swale, South Harbor Road,Peconic,N.Y. (prepared by Southold Town Engineering,dated June 21,2017). The Town shall construct the drainage swale in accordance with the Plan of Work(Attachment 4)and any changes agreed to by the parties hereto in writing. B. Permit and Construction Phase of Town Services f 1. The Town shall submit an application for and shall obtain any necessary permit(s)or approval(s) from the NYSDEC for construction of the Drainage Swale and related activities under this Intermunicipal Agreement. All such activities shall be conducted in compliance with the regulatory I Page 6 of 28 Rev.11-20-19;Law No.18-SW-001 Town of Southold—Swale approvals,if any. The Town shall submit copies of the permits and/or regulatory approvals to the District upon request. 2. 3. The Town shall complete any necessary review and determination under the State Environmental Quality Review Act,N.Y. E_nvtl.Conserv.Law Article 8 (SEQRA)prior to initiation of construction. 4. The Town shall implement erosion and sedimentation control practices(e.g.silt fencing) prior to ground breaking. 5. In preparation for construction,the Town shall survey and mark the site for the biorentention area;conveyance pipes inlets,outfalls,soil stockpiles,and equipment and material staging areas. 6. The Town shall excavate the site to NYSDEC standards,and existing asphalt at the road's end shall be removed. (See Attachment 4(Plan Detail New Sand&Gravel Drainage Swale)). The Town's services shall include surveying to ensure grading accuracy. 7. The Town shall clear existing trees,bushes,and debris before grading the site. 8. The Town shall install Rip Rap Swales and a Check Dam. I 9: The Town shall install a new Timber Wood Guard Rail and new asphalt walkway. 10. The Town shall install a twelve inch(I2")wide trench drain at the end of the new walkway. I r 11. The Town shall dispose of all excavated material at a N.Y.S.regulated facility during and ' i post-construction. 12. After construction,the Town shall provide topsoil and seed cover on all uncovered ground and side slopes to increase slope stabilization and minimize soil erosion. 13. The Town shall develop a regular maintenance plan and schedule to check the quality and condition of the Drainage Swale and surrounding area,and shall,provide maintenance and cleaning in accordance with the schedule for the entire useful lifespan useful lifespan(approximately twenty(20) years from completion of construction)of the Drainage Swale,notwithstanding the expiration of this Intermunicipal Agreement,. The maintenance plan and schedule shall be incorporated by reference into 'this Intermunicipal Agreement and shall be made a part hereof. I 14. The Town warrants that it will perform its obligations in a timely,workmanlike manner, in accordance with industry best practices and agreed-upon specifications. 15. The Town shall perform the Services in accordance with all applicable laws,rules and regulations. C. Inspection and Documentation Page 7 of 28 j I i, Rev.11-20-19;Law No.18-SW-001 Town of Southold—Swale I 1. Upon request,the Town shall provide the District with an opportunity to visit the subject site; i 2. The Town shall provide quarterly status updates to the District;and I 3. The Town shall provide the District with a final project report and as-built plans describing the project activities and results. D. Key Town Personnel The following individuals are identified as key Town personnel for the production'and presentation of the project: Jaime Richter,R.A. Project Coordinator Michael Collins,P.E. Project Coordinator i E. Compliance with the Grant Contract i In provision of the above Services,the Town shall comply with all portions of the Grant Contract (Attachment C of this Intermunicipal Agreement),and any extension or successor contract thereto (collectively,tite"Grant Contracts"),which are hereby incorporated by reference. The Town hereby acknowledges receipt of copies of the Grant Contracts and agrees to comply with requirements applicable to it in the Grant Contracts(including,but not limited to, requirements for reporting, insurance coverage and signage at the project). The Town shall cooperate with the District in all respects necessary or appropriate to enable the District to comply with the requirements of the Grant Contracts. Upon request,the Town shall provide any documentation to the District as necessary for the District to obtain reimbursement under the Grant Contract. I F. Indemnification,under Grant Contracts. i In addition to paragraph 8 of Exhibit 1 of this-Contract,the following shall apply. The Town hereby acknowledges and understands that that the Grant Contracts require the District to be responsible for the acts and omissions of the Town and to indemnify and to hold harmless the State of New York for claims,suits,actions,damages and costs of every nature arising out of or related to the services to be rendered by the Town pursuant to the Grant Contracts and this Contract.The Town hereby agrees that any liability imposed upon the District or the County of Suffolk arising out of or in connection with the Grant Contracts caused by the negligence or any acts or omissions of the Town shall be covered by and subject to Indemnification and Defense under Paragraph 8 of Exhibit 1 of this Contract. G. Insurance i The Town shall continuously maintain insurance for the time periods and in amount and types specified in Attachment 5 of this Intermunicipal Agreement. 4. Key Personnel of the District Key Personnel: The following individuals are identified as key District personnel for the administration i Page 8 of 28 j i Rev.11-20-19;Law No.18-SNV-001 Town of Southold—Swale of the project and funds: Corey Humphrey, C.P.E.S.C.District Manager Kaitlin,Shahinian, Soil District Technician 6. Furniture,Fixtures,Equipment,Materials,Supplies A. The Town shall own all equipment,materials,and supplies purchased or r obtained by the Town and paid for or reimbursed to the Town pursuant to the terms of the Contract. B. The Town may,in its discretion,dispose of all equipment,materials,and supplies purchased or obtained by the Town and paid for or reimbursed to the Town pursuant to,the,terms of this Intermunicipal Agreement. End of Text of Article I (Article II starts on the following page.) I i Page 9 of 28 it i Rev.11-20-19;Law No.18-SW-001 I Town of Southold—Swale i Article II Financial Terms and Conditions 1. Conflicting Provisions In the event of any conflict between any provision in this Article II and an exhibit to this Contract, the exhibit shall prevail,unless it is expressly stated in the conflicting provision in this Article II that it shall prevail over the exhibit. 2. General Payment Terms(if applicable) a. Presentation of District Payment Claim f In order for payment to be made by the District to the Contractor for the Services, the Contractor shall prepare and present a District Payment Claim, which shall be documented by'sufficient, competent and evidential matter. Claims for reimbursement must be accompanied by such receipts and documents verifying expenditures as required by the NYSDEC, the NYS Comptroller and the District. Satisfactory documentation shall include,but is not limited to signed copies of payment invoices,cancelled checks or the latest cumulative work-in-place estimate for each construction contract. Each District Payment Claim submitted for payment is subject to Audit at any time during the Tenn or any extension thereof. This provision shall survive expiration or termination of this Contract for a period of not less than seven(7)years, and access to records shall be as set forth in paragraph 31 of Exhibit 1,and paragraph 4(b) of Article Il. b. Claim Documentation The District Payment Claim shall list all information regarding the Services and other items for which expenditures have been or will be made in accordance with the Contract. Either upon execution of the Contract(for the Services already rendered and expenditures already made),or not more than thirty(30)days after the expenditures were made,and in no event after the 31"day of January following the end of each year of the Contract, the Contractor shall furnish the District with detailed documentation in support of the payment for the Services or expenditures under the Contract, e.g., dates of the Service, worksite locations, activities, hours worked, and pay rates for all Services. The District Payment Claim shall include time records,certified by the Contractor as true and accurate, of all personnel for whom expenditures are claimed during the period. All District Payment Claims must bear a signature as that term is defined pursuant to New York State General Construction Law §46 by duly authorized persons. Disbursements made by the Town in accordance with this Intermunicipal Agreement and submitted for reimbursement must be documented and must comply with accounting procedures as set forth by the District and the Suffolk County Department of Audit and Control. I C. Final Claim The acceptance by the Town of payment of all billings made on an approved claim shall operate as and shall be a release of the District and the County from all claims by the Town through the date of the claim. Page 10 of 28 i I ' E f Rev.11-20-19;Law No.18-SW-001 Town of Southold—Swale 3. Subject to Appropriation of Funds, i I a. The Contract is subject to the amount of fiords appropriated each fiscal year by the District and any"subsequent modifications thereof by the District and no liability shall be incurred by the District beyond the amount of funds appropriated each fiscal year by the District for,the Services. I b. If the District fails,-to receive Federal or State funds originally intended to pay for the Services,or to reimburse the District, in whole or in part, for payments made for the Services,,the District shall have the sole and exclusive right to: i.) determine how-to pay for the.Services; ii.) determine future payments to the Town;and iii.) determine what amounts, if any, are reimbursable to the District (or, if applicable, the County) by'the Town and the terms and conditions under,which such reimbursement shall be paid. P 4. Accounting Procedures { E a. The Town shall maintain accounts; books, records, documents, other evidence, and accounting procedures-and practices which sufficiently and properly reflect all,direct and indirect costs of ! any nature expended in the performance of the Contract, in accordance with generally accepted accounting principles and with rules,regulations and-financial directives,as may be promulgated by the District and the Suffolk County Department of Audit and Control. The Town shall permit inspection and ,audit of such accounts, books, records, documents and other evidence by the District and the Suffolk County Comptroller, or their representatives, as often as, in 'their, judgment,such inspection is deemed necessary, Such right of inspection and audit as set forth in subparagraph (b) below shall exist during the Term -and for-a period of seven (7),years after expiration or termination of theContract. b. The Town shall retain all accounts,books,records, and other documents relevant to the Contract for seven (7)'years after final payment is made by the District. Federal, State, District and/or .County auditors and any persons duly authorized by the District.or"the County shall have full access and the right to examine any of said materials during said period. Such access-is granted notwithstanding any exemption from disclosure that may be claimed for those records which are subject to nondisclosure agreements, trade secrets and commercial information or financial information that is privileged or confidential. i 5. Audit j a., All payments, made under the Contract are subject to audit by the District and by the Suffolk County Comptroller pursuant to pursuant to Article V,of the Suffolk County`Charter. The Town further agrees that the Comptroller and the District shall have access to and,the right to examine, Audit, excerpt, copy or transcribe any pertinent transactions or other records relating to Services under the Contract. If such an audit discloses overpayments by the District to the Town, within thirty(30)days after the issuance of an official audit report by the District or the Suffolk County Page 11 of 28 i I f i Rev.11-20-19;Law No.18-SW-001 Town of Southold—Swale I Comptroller or his duly designated representatives, the Town shall repay'the amount of such 'overpayment by check to the order of the "Suffolk County Soil and Water Conservation District",or shall submit a proposed plan of repayment to the District. If there is no "response,or if satisfactory repayments are not made, the District may recoup overpayments fiom any amounts due or becoming due to the Town from the District under the Contract or,any other Fund Source. b. The provisions of this paragraph shall survive the expiration or-termination of the Contract for a period of seven(7)years,and access to records shall be as set forth in paragraph 31 of-Exhibit 1, and paragraph 4(b)of Article II. 1 .6. Comptroller's Rule's and Regulations for Consultant's Agreements Where applicable, the Town shall comply with the "Comptroller's Rules and Regulations for Consultant's Agreements" as promulgated by the Department of Audit and Control of Suffolk County and any amendments thereto during the- Term of the Contract. The "Comptroller's Rules and f Regulations for Consultant's Agreements" may be viewed online at the County's website, SuffolkCountyny.gov;go to"Government,"then"Comptroller,"then "Consultant's Agreements." 7. Specific Payment Terms and Conditions A. The District agrees to pay the Town an amount not to exceed$50,,750.00 as reimbursement for the cost of the Services. B. The Town shall submit vouchers,claims,and/or other documentation as required by the District to obtain such reimbursement. The District reserves the-right,in its sole discretion,to determine if the _reimbursement request and other accompanying document,as submitted by the Contractor is in satisfactory form and substance. C. The District shall not be responsible for any costs which exceed the Total Cost of the`Contract on 1 the first page of the Contract. j D. Payment shall be made as a lump sum upon completion of all of the Services,provision of all documentation required by the,District,and approval of the project by the District and the NYSDEC. E. The Town may not use the District Rinds granted under this Contract as matching funds for this project or any other federal, state,�or other grant program unless specifically authorized by written consent from the District. F. The Budget for the Services is below: The Town shall comply with the Budget'in provision of the Services. (The Budget is on the next page.) i Page 12 of 28 _ i Rev.11-20-19;Law.No.18-SW-001 ! Town of Southold—Swale i i Item Description Cost/Unit Units In-Kind Total Match Contractual • New trench 1 1 $0 •$11,000.00 Services drain installation i • Disposal ! costs j • Tree trimming • Bush removal • Topsoil and seeding ti service Equipment Si age $0' $750.00 Excavation Soil and pavement $35/cubic 150 cubic'yards $0 $5,250.00 ! removal and road yard regrading Rip Rap Swales and check $50/ton 40 tons $0 $2,000.00 dam(5"to 8" "stone) Asphalt Realigned to direct $100/ton' 150 tons $0 $15,000.00 pavement storin ater to swales -_ Fence Silt fencing to $5/foot 400 linear feet $0 $2,000,00 prevent runoff during construction Topsoil and Topsoil and native $2/square 500 square $0 $1,000.00 "seed plantseeds yard yards Filter cloth Fabric to reduce 1 1 $0 $1;000.00 sedimentation runoff' Guard rail Treated wood $100506t 40 linear feet $0 $4,000.00 timber New asphalt Road end will be $50/foot 175 linea_r feet_ $0 $8,750.00 walkway realigned and reconstructed SUBTOTAL $50,750.00 TOTAL $50;750.00 End of Text for Article II Page 13 of 28 Rev.11-20-19;Law No.18-SW401 Town of Southold—Swale I Exhibit 1 insurer as required by the Contract;or District Terms and Conditions C. the Contractor's failure to maintain For this Exhibit 1.the Town shall be referred to as the insurance required by the Contract with an ,Contractor. insurer that has designated the New York Superintendent of Insurance as its lawful agent for service of process;or 1. Elements of Interpretation d. The Contractor's failure to comply with As used throughout the Contract: any Federal, State or local law, rule, or regulation,and County policies or directives;or a. Words of the masculine gender shall mean and include correlative words of the feminine and neuter C. The Contractor's bankruptcy or genders and words importing the singular number shall insolvency;or mean and include the plural number and vice versa. Words importing persons shall include firms, associations, f. The Contractor's failure to cooperate in partnerships (including limited partnerships), trusts, an Audit;or corporations and other legal entities, including public ' bodies, as well as natural persons, and shall include g. The Contractor's falsification of successors and assigns. records or reports, misuse of funds, or malfeasance or nonfeasance in of record i h. Capitalized terms used,but not otherwise defined keeping arising out of,or in connection with,any herein, shall have the meanings assigned to them in the contract with the District;or Contract. h. The Contractor's failure to submit, or 2. Gleanings of Terms failure to timely submit,documentation to obtain Federal or State funds;or !! As used in the Contract: I i. The inability of the District or the "Comptroller"means the Comptroller of the County of Suffolk. Contractor to obtain Federal or State funds due to any act or onrission of the Contractor;or "'Contract"means all terms and conditions herein}forming all rights and obligations of the Contractor and the District. j. Any condition the District determines, in its sole discretion,that is dangerous. "Contractor"means the signatory person, partnership, corporation, association or other entity, its officers,officials,employees, agents, "Federal"means the United States government,its departments and servants,sub-contractors,volunteers, and any successor or assign of agencies. any one or more of the foregoing performing the Services. "Fund Source" means any direct or indirect sum payable to the "County" means the County of Suffolk, its departments, and Town by the District pursuant to any lawful obligation. agencies. � Services"means all that which the Contractor mist do,and any part , "County Attorney" means the County Attorney of the County of thereof arising out of, or in connection with, the Contract as Suffolk. described in Article 1"Description of Services:' j i "District" means the Suffolk County Soil and Water Conservation "State"means the State of New York. District ("the District';), established pursuant to the NY Soil and Water Conservation Districts Lav and Resolution No. 245-1964 of the Suffolk County Legislature. "Term"means the time period set forth on page one of the Contract and,if exercised by the District,the option period,if any. "Engineering Services" means the definition of the practice of engineering and the definition of practice of land surveying, as the 3. Contractor Responsibilities case may be, under Section 7201 and Section 7203 of the State i Education Law,respectively. a. It shall be the duty of the Contractor to discharge, or cause to be discliarged,'all of its responsibilities,and to "Event of Default"means administer funds received in the interest of the District in accordance with the provisions of the Contract. ; a. the Contractor's failure to perform any duty required of it under paragraphs 4 through 7 b. The Contractor shall promptly take all action as , of this Exhibit I of the Contract;or may be necessary to render the Services. b. the Contractor's failure to maintain the C. The Contractor shall not take any action that is amount and types of insurance with an authorized inconsistent with the provisions of the Contract. Page 15 of 28 i i I I Rev.11-20-19;Law No.18-SW-001 Town of Southold—,Swale Medicare or Medicaid certification is restricted,suspended, d. Services provided under this Contract shall be or temporarily or permanently revoked,it is the duty of the open to all residents of the County. Contractor to contact the District,or division thereof,as the case may be, in writing,no later than three(3)days after 4. Qualitieations,Licenses,and Professional Standards such restriction,suspension,or revocation. a. The Contractor represents and warrants that it h. The Contractor shall forward to the District, or has, and shall continuously possess, during the.Term,,the division thereof,as the case may be,on or before July I of required licensing,'education, knowledge, experience, and each year during the Term,a complete list of the names-and character necessary to qualify,it to render the'Services: addresses of all persons providing the Services,as,well as, their respective areas of certification, .credentialing, b. The Contractor shall continuously have during registration,and licensing. the Term all "required authorizations, certificates, certifications, registrations, licenses, permits, and other g, Engineering Certificate approvals,required by f=ederal, State, District; County, or local authorities necessary" to` qualify it to render the In the event that the,Contract requires any,Engineering Services. Services, the Contractor shall submit to the District, no. later than the due date for submission for approval of any 5. Notificationslater work product,the Certificate of Authorization ("Certificate'),issued pursuant'to§7210 of the New York a. The 'Contractor shall immediately notify the Education Law,, of every person performing any District, in writing, of any disciplinary proceedings, Engineering Services. The failure to file, sutimit or commenced.or pending,with;any authority relating to a maintain the Certificate shall be grounds for rejection of license held by any person necessary,to qualify him or the any engineering work product submitted for approval. Contractor to perforin the Services. - . i b. In the event that a person is no longer licensed to 9. Termination perform the Services, the Contractor must immediately a. Thirty Days Termination notify the District,but in no event shall such notification be later than five(5)days after a license holder has lost the he District shall have the right to terminate the license required to qualify 'the license holder or the Contract without cause,for any reason,at any time,upon Contractor to perform the Services. such terms and conditions it deems appropriate,provided, C. In the,event that the Contractor is not able to however,that no such termination shall be effective unless perform the Services due to a loss of license,the Contractor the Contractor is given at least thirty(30)days notice. shall not be reimbursed for the Services rendered after the b. Event of Default;Termination on Notice effective date of termination of such license.; Withoui limiting.the generality of the foregoing, if any-part of.the i.) The District may immediately Contract remains to be performed, and the termination of the license does not affect the Contractor's ability to render terminate the Contract, ,for cause, upon such the Services,every other term and provision of the Contract terms and conditions it deems appropriate,in the shall be valid and,enforceable to the fullest extent permitted Event of Default. by law. ii.) If the Contractor defaults under any other provision of the Contract,the District may 6. Documentation of Professional Standards temminate the Contract,on not less than five,(5j days notice, upon such terms and conditions'it The Contractor shall maintain on file,in,one location in the deems appropriate. District, all records that demonstrate that it has'complied with paragraphs 4 and 5 above. The address of the location C. Termination Notice of the aforesaid records and documents shall be provided to the District no later than the date of execution of the Any notice providing for termination shall be Contract. Such documentation shall lie kept, maintained, delivered as provided for in paragraph 33 of this and available for inspection by the District upon;twenty- Exhibit 1. four(24)hours notice. d. Duties upon Termination 7. Credentialing i.) The Contractor shall discontinue the a. In the event that the,District, or any division 'Services as directed in the termination notice. thereof, maintains'a credentialing process to qualify"the' Contractor to render the Services, the Contractor shall ii.) Subject to any defenses available to it, complete the required credentialing process. In the event the District shall pay the 'Contractor for the that any State credential, registration; certification, or Services rendered through 'the date he license, Drug Enforcement Agency registration, or of termination. Page 16 of 28 { I I i Rev.11-20-19;Lav No.18-SW-001 Town of Southold—Swale 11. Reserved. iii.) The District and the County shall be released from any and all liability under the 12. Independent Contractor Contract, effective as of the date of the termination notice. The Contractor is not, and shall never be, considered an employee of the District or the County for any purpose. iv.) Upon termination,the Contractor shall i reimburse the District the balance of any funds Notwithstanding anything herein,the Contract shall not'be advanced to the Contractor by the District and/or construed as creating a principal-agent relationship between 'the District or the County and the Contractor or the the County no later than thirty (30) days after termination of the Contract. The provisions of Contractor and the District or the County,as the case may this subparagraph shall survive the expiration or be. termination of the Contract. 13. Severability V.) Nothing contained in 'this paragraph shall be construed as a limitation on the District's It is expressly agreed that if any term or provision of the or the County's rights set forth in paragraphs 5(c) Contract, or the application thereof to any person or and 15`of this Exhibit 1. circumstance,shall be held invalid or unenforceable to any extent,the remainder of the Contract,or the application of 10. Indemnification and Defense such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, To the extent permitted by law: than not be affected thereby, and every other term and provision of the Contract shall be valid and shall be a. The Contractor shall protect,indemnify,and hold enforced to the fullest extent permitted by law. harmless the District and the County , and their agents, i servants, officials, and employees from and against all 14. Merger;No Oral Changes liabilities, fines, penalties, actions, damages, claims, demands, judgments, losses, suits or actions, costs, and It is expressly agreed that the Contract represents the entire expenses caused by tine negligence or any acts or omissions agreement of the parties and 'that all previous of the Contractor, including reimbursement of the cost of understandings are herein merged in time Contract. No reasonable attorneys' fees incurred by the District or modification of the Contract shall be valid unless in written County,its agents,servants,officials,and employees in any form and executed by both parties. action or proceeding arising out of or in connection with the Contract. 15. Set-Off Rights b. The Contractor hereby represents and warrants that it will not infringe upon any copyright in performing The District(and/or,lhe County as applicable)shall have all the Services. The Contractor agrees that it shall protect, of its common law; equitable, and statutory tights of set- indemnify, and hold harmless, the District and/or the off. These rights shall include,but not be limited to, the County, their agents, servants, officials, and employees District's(and/or the County's)option to withhold from a from and against all liabilities, fines, penalties, actions, Fund Source an amount no greater than any moneys due j damages, claims, demands, judgments, losses, suits or and owing to the District(and/or or County)for any reason. actions, costs, and expenses arising out of any claim The District and/or County shall exercise its or their set-off asserted for infringement of copyright, including rights subject to approval by the County Attorney. In cases reimbursement of the cost 'of reasonable attorneys' fees of set-off pursuant to a Comptroller's audit, the District incurred by the District and/or the County, their agents, and/or the County shall only exercise such right after the servants, officials, and employees in any action or finalization thereof, and only after consultation with the proceeding arising out of or in connection with any claim County Attorney. asserted for infringement of copyright. 16. Non-Discrimination in Services C. The Contractor shall defend the District and/or the County,its agents,servants,officials,and employees in a. The Contractor shall not,on the grounds of race, any proceeding or action,including appeals,arising out of, creed, color, national origin, sex, age, disability, sexual or in connection with, the Contract, and any copyright orientation,military status,or marital status: infringement proceeding or action. Alternatively, at the District's and/or the County's option,the District and/or the i.) deny any individual time Set-vices County may defend any such proceeding or action and provided pursuant to the Contract;or require the Contractor to pay reasonable attorneys' fees or ii.) provide the Services to an individual salary costs of County employees of the Department of that is different, or provided in a different ` Law for the defense of any such suit. manner, from those provided to others pursuant to the Contract;or Page 17 of 28 I I I Rev.11-20-19;Law No.18=SW-001 Town of Southold—Swale l r Ill.) subject an individual to segregation or 20. 'Conflicts oftnterest separate treatment in any matter related to the I 'individual's receipt of the Services- provided The Contractor shall not,during the Tenn,pursue a course { pursuant to the Contract;or, of conduct which would cause a reasonable, person to IV.) restrict an individual in any way from believe that he or she.is likely to be engaged in acts,that any advantage or privilege enjoyed, by others create a substantial conflict between,its obligations,under receiving the Services provided pursuant,to the the Contract and its private interests. The Contractor is Contract;or charged with the-duty to disclose to the District` the existence of any such adverse interests,whether existing-or V.) treat an individual 'differently from potential. This duty shall continue as long"as the Terni. others in determining whether or not the The determination as to whether or when a conflict may individual satisfies any eligibility or other potentially exist shall ultimately be made by the County requirements or conditions .which individuals Attorney after full disclosure isobtained.' must meet in order to receive the Services provided pursuant to the Contract. 21. Cooperafion bn Claims b. The Contractor shall not utilize criteria or methods ,of administration which have the effect of The Contractor and the District and the County shall render 'subjecting individuals to discrimination because of their diligently to each other,without compensation,any and all race, creed, color, national origin, sex, age, disability, cooperation that may be required to defend the other party, sexual orientation,military status,or marital status,or have its:employees and designated representatives against any the effect of substantially impairing the Contract with claim,demand or action That'may be brought,against the respect to individuals of,a particular race, creed, color, other party, its employees or designated representatives' national origin; sex, age, disability, sexual orientation, arising out of,or in connection with,the Contract. military status,or marital status,in determining:, I.) the Services to be provided,or 22• Confidentiality ii.) the class of individuals to whom,-or the, Any document of the District,or any document created by situations in which,the Services will be provided; the Contractor and used in rendering the Services, shall ;of or remain the property the District and ,shall be kept III.) the class of individuals to,be afforded confidential in accordance with applicable'laws,rules,and ,,an opportunity to receive the Services. regulations. 17. Nonsectarian Declaration 23• Assignment and Subcontracting The Services.perfonned under the Contract,are secular in a. The Contractor shall not delegate its duties under nature. No funds received pursuant to the Contract shall be fhe Contract, or :assign, transfer, convey, subcontract, used for sectarian purposes or to further the'advancement sublet,'or otherwise dispose of the Contract;or any of its i of any religion. The Services will be available to all right, title or interest therein,or its power to execute the i eligible individuals regardless, of religious belief or Contract, or assign all or any portion-of the moneys that affiliation- may be„due or become due hereunder,(collectively,referred to in this,paragraph 23 as `-`Assignment"), to any other person,entity or thing without the prior written consent of 18. Governing Law the District, and'any attempt to do,any of the foregoing without such consent shall be void ab initio. The Contract shall be governed by'and construed in accordance with the laws of the State of New York,,without b. Such Assignment shall be subject to all of the regard to conflict of laws: Venue shall be designated,in the provisions of the Contract and to any other-condition the Supreme Court,Suffolk County,the United States District County requires. No approval.of any Assignment shall be Court 'for the Easter District of New York,, or, if construed as enlarging any obligation,of the District and/or appropriate, a court of inferior jurisdiction in Suffolk the County under the terms and provisions of the Contract. County. No Assignment, of the Contract -or assumption by any person of any duty of the Contractor under,the Contract 19. No Waiver shall provide for, or otherwise be construed asp,releasing the Contractor from any term or provision of the Contract. It shall not be construed that any failure or forbearance of 24. Reserved. the District and/or County to enforce any provision of the Contract in any particular instance or instances is a waiver of that provision. Such provision shall otherwise remain in 25. No Intended Third Party Benefeiaries full force and effect, notwithstanding any such failure or forbearance: The Contract is entered into solely for the benefit of the- District (and/or the County, as the case may be) and the Page 18 of 2,8 IIi I I Rev.11-20-19;Law No.18-SW-001 Town of Southold—Swale i Contractor. No third party shall be deemed a beneficiary of the Contract and no third party shall have the right to[Hake Tile Contractor warrants that the Services and Deliverables, ' any claim or assert any right under the Contract. if any, provided hereunder, will not infringe on any third party's intellectual property rights, not upon any third par'ty's intellectual 26. Reserved. publicity. 27. Reserved. 29. Reserved. 28. Copyrights and Patents The Contractor Warrants that,except as may otherwise be authorized by agreement, 'it is not in arrears to the County upon any debt, a. Copyrights contract,or any other lawful obligation,and is not in default to the County as surety. Any and all materials generated by or on behalf of the ` Contractor while performing time Services (including, without 30. Reserved. limitation,designs,images video,reports,analyses,manuals,films, tests, tutorials, and any other work product of any kind) and all 31. Record Retention intellectual property rights relating thereto("Work Product")are and shall be the sole property of the District. The Contractor hereby The Contractor shall retain all accounts, books, records, and other assigns to the District its entire right,title and interest,if any,to all documents relevant to the Contract for seven (7) years after final Work Product,and agrees to do all acts and execute all documents, payment is made by time District. Federal, State, County and or and to use its best efforts to ensure that its employees,consultants, District auditors and any persons duly authorized by the District subcontractors, vendors and agents do all acts and execute any and/or the County shall have full access and the right to examine any j documents,necessary to vest ownership in the District of any and all of said materials during said period. Such access is granted 1 Work Product. The Contractor may not secure copyright protection. notwithstanding any exemption from disclosure that may be claimed I The District reserves to itself,and the Contractor hereby gives to,time for those records which are subject to nondisclosure agreements, } District,and to any other person designated by the District,consent to trade secrets and commercial information or financial information C produce,reproduce, publish, translate, display or otherwise use the that is privileged or confidential. Without limiting die generality of Work Product. This paragraph shall survive any completion, lite foregoing,records directly related to contract expenditures shall expiration or termination of this Contract. be kept for a period of ten (10) years because the statute of limitations for the New York False Claims Act (New York False The District shall be deemed to be the author of all the Claims Act§ 192)is ten(10)years. Work Product. The Contractor acknowledges that all Work Product shall constitute`work made for hire'under the U.S.copyright laws. 32. Certification Regarding Lobbying To the extent that any Work Product does not constitute,a "work- made workmade for hire;'the Contractor hereby assigns to the District all right, If applicable,together with this Contract and as a condition precedent title and interest,including the right,title and interest to reproduce, to its execution by (lie District, the Contractor shall have executed edit, adapt, modify or otherwise use the Work Product, that the and delivered to the-District the Certification Regarding Lobbying'(if i Contractor may have'or may hereafter acquire in the Work Product, payment under this Contract may exceed $100,000) as required by including all intellectual property rights therein, in any manner or Federal regulations, and shall promptly advise the District of any III medium throughout the world in perpetuity without.compensation. material change in any of the information reported on such This includes, but is not limited to, the right to reproduce and Certification, and shall otherwise comply with, and shall assist time distribute the Work Product in electronic or optical media,or in CD- County in complying with, said regulations as now in effect or as ROM,on-line or similar format. District during the term of this Contract. b. Patents 33. Notice If the Contractor develops,invents,designs or creates any Unless otherwise expressly provided herein, all notices shall'be in idea,concept,code,processes or other work or materials during the writing and shall be deemed sufficiently given if sent by regular first Tenn, or as a result of any Services performed under tlme Contract class mail and certified mail,or personally delivered during business ("patent eligible subject matter'),it shall be(lie sole property of the hours as follows:1.)to the Contractor at the address on page 1 of the District. The Contractor hereby assigns to the District its entire right, Contract;2.)to the District at time address on page 1 of the Contract title and interest, if any, to all patent eligible subject matter, and and, or as to either'of the foregoing, to such other address as the agrees to do,all acts and execute all documents,and to use its best addressee shall have indicated by prior written notice to the efforts to ensure that its employees, consultants, subcontractors, addressor. All notices received by tie Contractor relating to a legal vendors and agents do all acts and execute any documents,necessary claim shall be immediately sent to the District and also to the County to vest ownership in time District of any and all patent eligible subject Attorney at 100 Veterans Memorial Highway,P.O.Box 6100,(Sixth matter. The Town may not apply for or secure for itself patent Floor),Hauppauge,New York, 11788-0099. protection. The District reserves to itself,and the Contractor hereby gives 'to the District, and to any other person designated by the End of Text for Exhibit I District,consent to produce or otherwise use any item so discovered and/or the right to secure a patent for the discovery or invention. 1 This paragraph shall survive any completion, expiration 'or temtination of this Contract. I Page 19 of 28 i Rev.11-20-19;Law'No.18-SW=001 Town of Southold—Swale y Attachments 1. Resolution No.2019-36 of the Suffolk County Soil and Water Conservation District(SUFFOLK COUNTY SOIL AND WATER CONSERVATION DISTRICT BOARD OF DIRECTORS IS ACCEPTING THE 2017 NYSDEC WQIP GRANT AWARD TO THE SUFFOLK COUNTY SWCD AND APPROVING THE, DISBURSEMENT OF$50,750.00 FROM THE 2017 NYSDEC WQIP.GRANT AWARD TO THE TOWN OF SOUTHOLD FOR THE SOUTHOLD STORMWATER REMEDIATION PROJECT(S.HARBOR ROAD, SOUTHOLD),dated June 13,2019 and approved June 14,2019. 2. Resolution No.2019-828 of the Town Board of the Town of Southold,adopted at f the regular meeting of the Town Board of the Town of Southold on September 24,2019, II and Resolution No.2019-965 of the Town Board of the Town of Southold,amended November 191h,2019, 3. Contract between the Suffolk CountySoil and Water Conservation District and the N.Y.S.Dep't of Environmental Conservation (NYSDEC)for grant funding(New York State Contract No.DECO 1-0063 7GG-3 3 50000)(Project Name: Stormwater Runoff Remediation'Protection of Richmond Creek),last dated 9/12/2019,as extended to end on 12/31/2020. 4. Plan or Work Plrnr Detail New Sand and Gravel Drainage Swale, Drainage Swale,South Harbor Road, Peconic,N.Y:(Prepared by Southold Town Engineering,June 21,2017). 5. Insurance i 1 Page 20 of 28 1 I Rev.11-20-19;Law No.18-SW-001 Town of Southold—Swale Attachment 1 Resolution No.2019-36 of the Suffolk County Soil and Water Conservation District (SUFFOLK COUNTY SOIL AND WATER CONSERVATION DISTRICT BOARD OF DIRECTORS IS ACCEPTING THE 2017 NYSDEC WQIP GRANT AWARD TO THE SUFFOLK COUNTY SWCD AND APPROVING THE DISBURSEMENT OF $50,750.00 FROM THE 2017 NYSDEC WQIP GRANT AWARD TO THE TOWN OF SOUTHOLD FOR THE SOUTHOLD STORMWATER REMEDIATION PROJECT(S. HARBOR ROAD, SOUTHOLD),dated June 13,2019 and approved June 14,2019. I J i 1 f i Page 21 of 28 RESOLUTION_ Of the Suffolk County Soil and Water Conservation District Resolution No: RES2019-36 Date:June 13th, 2019 SUFFOLK COUNTY SOIL AND WATER CONSERVATION DISTRICT BOARD OF DIRECTORS IS ACCEPTING THE 2017 NYSDEC WQIP GRANT AWARD TO THE SUFFOLK COUNTY SWCD AND APPROVI'i TG THE DISBURSEMENT OF 550,750.00 FROM THE 2017 NYSDEC WQIP GRANT AWARD TO THE TOWN OF SOUTHOLD FOR THE SOUTHOLD STORM WATER REMEDIATION PROJECT (S. HARBOR ROAD, SOUTHOLD) 'WHEREAS,a resolutioh was not previously created;and WHEREAS, the Suffolk County Soil and Water Conservation District Board .directs'the. District Manager or his designate to administer the award 'including executing contract agreements and the disbursement of funds in accordance with the grant contract;and WHEREAS,Suffolk County SWCD will be disbursing these fiends to the Town of Southold as reimbursement once the project is completed and follows NYSDEC regulations; THEREFORE, BE IT RESOLVED, that the Suffolk County Soil and Water Conservation District Board of Directors is accepting the 2017 NYSDEC WQIP Grant Award to the Suffolk County SWCD and approving the disbursement of $50,750.00,from the 2017 NYSDEC'WQIP Grant Award—Southold Storm Water Remediation.(S.Harbor Road,Southold). Dated: June,13th,2019 f Approved By $ C enter Chairman r Signature Date: y/�f Rev.11-20-19;Law No.18-SSV-001 Town of Southold—Swale Attachment 2 Resolution No.2019-828 of the Town Board of the Town of Southold,adopted at the regular meeting of the Town Board of the Town of Southold on September 24,2019,and Resolution No. 2019-965 of the Town Board of the Town of Southold,amended November 19'h,2019. I I i I f i i Page 22 of 28 souTH01.0 TORN PEF,NG INEERINGRSPECTNE VIEW ' \� � co�sra�crto��cosr rsrl�>ATr; EXCAVATION-150 C.Y.aQ S 35.00 - $ 5,250.00 Rip Rap -40 Ton Q S 501 Ton = S 2,000.00 Treated Wood TIMBER GUARD RAIL-40 L.F.@ S 100 - S 4,000.00 New Asphalt Walkway-175 L.F.@$501 LF -. 5 6,750.00 Additional- t Asphalt Pavement-150 Ton @1 S 100/Ton = $15,000.00 1 New Trench Dram-JOB = S 1.500.00 „ Y° -I—' Wire Backed Silt Fencing-400 LF.Q S 5.001 L.F. = S 2,000.00 'a� + •I otwxAce alrAts DYDL°[arP4OrM.--.-a '"''•'m^ODRoum -!—!_ x Topsoil 8 Seed•500 S.Y.(M 5 2.001 S.Y. = 51,000.00 1 _ �°�`h ROAD z - I Disposal Cost-JOB = S 2.500 00 -� Town of Southold Tree Trimming-JOB = S 2.1000.00 '4"CII1p1c0K'"r°°' Topsoil&Seed-JOB = S 3,000.00a....aa.Y�.r.:.cc a•'••i0.1LC" .RA sccro Filter Cloth = S 1.000.00 tcaoa6-a7.xx Contingencies-JOB = 5 2,000.00 SILT ['CK L'k. DF.TA71'S TOTAL - 5 50.000.00 41M01R GUARD RAIL DETAILS 00 00 4- 0 i PROKJSEn DFAN�AG1.:I4AIF.TO ENMIMhn IE RJLJAMINC M-\I%.' N " ca \; 1 P.wwY°-LP°mlmlClb Dme 1YY SSM;nbrm..•P.n °YYI WaT-er°-rDPaL '$ULIZI II.'\IZIiV12 //L•� \`\ Pmol:Val l,wnpm°IEMYY.YaYrr. T' li. `� I P.wY.,.A.oYPPawW WbNO•ava.Pwwmnm D.W'bw—Y,YNWYai.®a \ '"'""'"'"'""""'~'-`"~~"""'~"•~~ PARK DIST17f BL ACI D NC.maw.4Mw�Kuwopry Ntl..yLLUNtrpP 1 l ♦ o nemr r,PY+ rrawsu.saa_cD.cm m.....°sYa _ - { SICTEM It: 5 10M87-01-18.7 c S0[.+CI-I I IARBORApm) ? -j rn1:V[IPtitltrnlolD SCIN 9: z b t >y io e s 7. s •. ,, , PIAN DETAIL NEW SAND& GRAVEL DRAINAGE SVVALE. W SP'1 p' Scale 1'1=20.0• •- lV � � O r•-i C r � F Rev.11-20-19;Law No.18-SW-001 Town of Southold—Swale Attachment 5 Insurance The Town agrees to procure and maintain at its own expense and without expense to the District, insurance of the kinds and amounts as determined by NYSDEC and based upon the project work plan. The insurance policies should be provided by insurance companies licensed to do business in the State of New York.Any delay or time lost as a result of the Contractor not having insurance required by the Contract shall not give rise to a delay claim or any other claim against the District. Upon execution of this contract,the Town shall furnish to the District upon request a certificate or certificates,satisfactory to the District,showing that it has complied with this requirement.The insurance documentation shall provide that: Liability and protective liability insurance policies shall provide primary and non-contributory coverage to the Suffolk County Soil and Water Conservation District,the County of Suffolk and the NYS Department of Environmental Conservation for any claims arising from the this contract,or as a result of the Town,its contractors and partner activities. Suffolk County Soil and Water Conservation District,the County of Suffolk,and the NYS I Department of Environmental Conservation,its officers,agents and employees, shall be listed as Certificate Holder on all liability insurance certificate(s),as additional insureds on endorsements(s)and on additional supporting documentation. The policies shall include a waiver of subrogation endorsement in favor of the Department as an additional insured. Policies shall not be changed or canceled until thirty(30)days prior written notice has been given to the District;as evidenced by an endorsement or declarations page. Insurance documentation shall disclose any deductible,self-insured retention,aggregate limit or 1 any exclusion to the policy that materially changes the coverage required by the Contract. i Endorsements in writing must be added to and made part of the insurance contract for the purpose i of changing the original terms to reflect the revisions and additions as-described.A copy of these endorsements must be provided to the District within a reasonable amount of time. This Contract shall be void and of no effect unless the Town procures the required insurance policies and maintains them until completion of the work or acceptance by the District,whichever event is later. The kinds and amounts of insurance required are as follows: A. Workers' Compensation coverage must be provided for work to be performed in New York State.The Town and any subcontractors hired by the Town shall provide and maintain full New j York State coverage during the life of this contract for the benefit of such employees as are required to be covered by the New York State Workers' Compensation Law.Evidence of Workers' Compensation and Employers Liability coverage must be provided on one of the following forms specified by the Chairman of the New York State Workers'Compensation Board: FORM#FORM TITLE i Page 26 of 28 i Rev.11-20-19;Law No.18-SW-001 Town of Southold—Swale C-105.2 Certificate of Workers' Compensation Insurance U-26.3 State Insurance Fund Version of the C-105.2 form SI-12/GSI-105.2 Certificate of Workers' Compensation Self-Insurance CE-200 Certificate of Attestation of Exemption—(no employees) � B. Disability Benefits coverage must be provided for work to be performed in New York State. The Town shall provide and maintain'coverage during the life of the contract for the benefit of such employees as are required to be covered by the New York State Disability Benefits Law. Evidence of Disability Benefits coverage must be provided on one of the,following forms specified by the Chairman of the New York State Workers'Compensation Board: FORM#FORM TITLE DB-120.1 Certificate of Disability Benefit Insurance DB-155 Certificate of Disability Benefit Self-Insurance CE-200 Certificate of Attestation of Exemption—(no employees) Upon review of the scope of work outlined in(lie Grant Application and this Internunicipal Agreement by the Department,the following types of liability insurance shall be required: i C.Commercial General Liability Insurance with a limit of not less than$2,000,000 each occurrence,and$5,000,000 General aggregate.Such insurance shall cover liability arising from premises operations,independent contractors,products-completed operations,broad form property damage,personal and advertising injury,cross liability assumed in a contract(including tort liability of another assumed in a contract).Limits may be provided through a combination of primary and umbrella/excess liability policies.The CGL aggregate shall be endorsed to apply on a per project basis for construction contracts. D.Business Automobile Liability with a limit of not less than$1,000,000 each accident. Such insurance shall cover liability arising out of any registered motor vehicle including owned,leased, hired and non-owned vehicles.If the Contractor does not own,rent or lease any registered vehicles and will not be using any vehicles on State Land proof of Business Automobile Liability Insurance shall not be required for this Contract.The"Contractor shall assume full responsibility f and liability that owners and operators of any registered vehicles entering State Land to conduct work under this contract carry the same Business Automobile Liability Insurance of the kinds and amounts listed above.The District and NYS Department of Environmental Conservation-reserves the right to request proof of the same. I E.Environmental Liability with a limit of not less than$1,000,000 providing primary coverage for bodily injury and property damage,including loss of use of damaged property or of property that has not been physically injured.Such policy shall provide coverage for actual,alleged or threatened emission,discharge,dispersal,seepage,release or escape of pollutants,including any loss,cost or expense incurred as a result of any cleanup of pollutants or in the investigation, settlement or defense of any claim,suit,or proceedings against the Suffolk County Soil and Water Conservation District,the County of Suffolk,and the NYS Department of Environmental Conservation arising from the project. F.Professional Liability Insurance includes coverage for its negligent act,error or omission in rendering or failing to render professional services required by this contract arising out of specifications,installation,modification,abatement,replacement or approval of products, materials or processes containing pollutants,and the failure to advise of or detect the existence or the proportions of pollutants.The Contractor,any subcontractor or supplier retained by the Contractor to work on the contract shall procure and maintain during and for a period of three(3) Page 27 of 28 I i Rev.11-20-19;Law No.18-SW-001 Town of Southold—Swale years after completion of this contract,Professional Liability Insurance in the amount of $2,000,000.The professional liability insurance may be issued on a claims-made policy form,in which case the Contractor shall purchase at its sole expense,extended Discovery Clause coverage of up to three(3)years after work is completed if coverage is cancelled or not renewed. Should the Town engage a subcontractor,the Town shall impose the insurance requirements of this document on the subcontractor.The Town shall determine the required insurance,types and limits, commensurate with the work of the Subcontractor.The Town will maintain the certificate or certificates and endorsements for all subcontractors hired as part of the Town's records. I I I L Page 28 of 28 h i f J RESOLUTION 2019-828 ADOPTED DOC ID: 15589 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.2019-828 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON SEPTEMBER 24,2019: RESOLVED that the Town Board of the Town of Southold authorizes and directs the Town Supervisor'Scott A.Russell to execute an intermunicipal agreement with the Suffolk County Soil and Water Conservation District for the receipt of grant funds in the amount of$50,000 to be utilized for Stormwater Runoff Remediation Protection on South Harbor Road, subject to approval from the Town Attorney. Elizabeth A.Neville, Southold Tofvn Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: James Dinizio Jr, Councilman SECONDER:Jill Doherty,Councilwoman AYES: Dinizio Jr,Ruland,Doherty,Evans,Russell ABSENT: Robert Ghosio RESOLUTION 2019-965 s ADOPTED DOC ID: 15733 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.2019-965 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON NOVEMBER 19,2019: RESOLVED that the Town Board of the Town of Southold hereby amends Resolution 2019- 828 adopted on September 24,2019 to read as follows: i RESOLVED that the Town Board of the Town of Southold authorizes and directs the Town Supervisor Scott A. Russell to,execute an intermunicipal agreement with the Suffolk County Soil and Water Conservation District for the receipt-of grant funds in the amount of$50,OOA$50,750 to,be utilized for Stormwater Runoff Remediation Protection on South Harbor Road, subject to approval from the Town Attorney. Elizabeth A.Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Jill Doherty,Councilwoman SECONDER:Louisa P. Evans,Justice AYES: Dinizio Jr,Ruland,Doherty, Ghosio, Evans,Russell I I 1 , j i Rev.11-20-19;Law No.18-SW-001 Town of Southold—Swale Attachinent 3 "Grant Contract"(a/k/a the"2017 WQIP Grant")with the N.Y.S.Dep't of Environmentaf Conservation(NYSDEC)(New York State Contract No.DEC01-00637GG-3350000) (Project Name: -StormwaterRunoff Remediation Protection of Richmond Creek),hereby incorporated by reference and made a part hereof. . i 3 t i 1 f � Page 23 of 28 I STATE OF NEW YORK MASTER CONTRACT FOR GRANTS FACE PAGE STATE AGENCY(Name&Address): BUSINESS UNIT/DEPT.ID: DECO 1 Department of Environmental Conservation CONTRACT NUMBER: DEC01-CO0637OG-3350000 625 Broadway CONTRACT TYPE: Albany,NY 12233-1080 0 Multi-Year Agreement 0 Simplified Renewal Agreement Q Fixed Term Agreement CONTRACTOR SFS PAYEE NAME: TRANSACTION TYPE: i SUFFOLK COUNTY SOIL AND WATERCONSERVATION DISTRICT [K] New QRenewal Amendment !� CONTRACTOR DOS INCORPORATED NAME: PROJECT NAME: E Suffolk County Soil aad WaterConsmation Ihahier Stormwater Runoff Remediation Protection of Richmond Creek I 1 CONTRACTOR IDENTIFICATIONNUMBERS: AGENCY IDENTIFIER: I NYS Vendor ID Number: 1000019878 I I Federal Tax ID Number: 202088691 CFDA NUMBER(Federally Funded Grants Only): DUNS Number(if applicable): 781718069 Ili I E CONTRACTOR PRIMARY MAILING ADDRESS: CONTRACTOR STATUS: 423 GRIFFING AVE STE 110 RIVERBEAD,NY 11901 E-1 For Profit 0 Municipality,Code: I Tribal Nation �ff CONTRACTOR PAYMENT ADDRESS: F—] Individual I EDCheck if same as primary mailing address ❑ Not-for-Profit Charities Registration Number: CONTRACT MAILING ADDRESS: t X Check if same as primary mailing address Exemption State/Code: 1 i Sectarian Entity f x Contract Number:# DECO1-C00637GG-3350000 Page 1 of 3 Master Grant Contract,Face Page !i i t I i 't STATE OF NEW YORK MASTER CONTRACT FOR GRANTS FACE PAGE CURRENT CONTRACT TERM: CONTRACT FUNDING AMOUNT (Multi-year-enter total projected amount of the contract; From• 05/01./2018 To: 12/31/2018 Fixed Term/Simplified Renewal-enter current period amount): CURRENT CONTRACT PERIOD: CURRENT: $50,750.00 From: 05/01/2018 To: 12/31/2018 AMENDED: AMENDED TERM: From: To: FUNDING SOURCE(S) AMENDED PERIOD: ® State ❑ Federal From: To: ❑ Other FOR MULTI-YEAR AGREEMENTS ONLY-CONTRACTAND FU<VDINGAMOUNT. (Out years represents projected funding amounts) # CURRENT PERIOD CURRENT AMOUNT AMENDED PERIOD AMENDED AMOUNT 1 � 2 3 4 5 i i f } i l Contract Number:# DECO1-C00637GG-3350000 2of3 Master Grant Contract,Face Page i STATE OF NEW YORK MASTER CONTRACT FOR GRANTS FACE PAGE ATTACHMENTS PART OF THIS AGREEMENT: Attachment A: ® A-1 Program Specific Terms and Conditions ❑ A-2 Federally Funded Grants Attachment B: ® B-1 Expenditure Based Budget ❑ B-2 Performance Based Budget ❑ B-3 Capital Budget ❑ B-4 Net Deficit Budget ❑ B-1(A)Expenditure Based Budget(Amendment) ❑ B-2(A)Performance Based Budget(Amendment) I ❑ 13-3(A)Capital Budget(Amendment) I ❑ B-4(A)Net Deficit Budget(Amendment) Attachment C:Work Plan ! Attachment D:Payment and Reporting Schedule Other: Attachment E i ! i I t S - I - I Contract Number:# DEC01-CO0637GG-3350000 E 3 of 3 f ! Master Grant Contract,Face Page k , lI`r WITNESS THEREOF,the parties hereto have electronically executed or approved this Master Contract on the dates below their signature. In addition,I,acting in the capacity as Contractor,certify that I am the In addition,the party below certifies that it has verified the electronic signing authority,or have been delegated or designated formally as the signature of the Contractor to this Master Contract. signing authority by the appropriate authority or officials,and as such I do agree,and I have the authority to agree,to all of the terms and STATE AGENCY: conditions set forth in the Master Contract,including all appendices and attachments.I understand that(r)payment of a claim on this Master Department of Environmental Conservation Contract is conditioned upon the Contractor's compliance with all applicable conditions of partierpation in this program and(if I am acting in the capacity as a not-for profit Contractor)the accuracy and completeness of information submitted to the State of New York through the Gateway vendor prequalifncation process and(n)by electronically By: indicating my acceptance of the terms and conditions of the Master ; Contract,I certify that(a)to the extent that the Contractor is required to register and/or file reports with the Office ofAttomey General's Printed Name Charities Bureau("Chanties Bureau"),the Contractor's registration is current,all applicable reports have been filed,and the Contractor has no outstanding requests from the Charities Bureau relating to its filings and Title: (b)all data and responses in the application submitted by the Contractor are true,complete and accurate.I also understand that use of my assigned User ID and Password on the State's contract management system is f equivalent to having placed my signature on the Master Contract and Date: that I am responsible for any activity attributable to the use of my User ID and Password Additionally,any information entered will be considered to have been entered and provided at my direction I further certify and agree that the Contractor agrees to waive any claim that this electronic record or signature is inadmissible in court,notwithstanding the choice of law provisions. i CONTRACTOR: z SUFFOLK COUNTY SOIL AND WATERCONSERVATION DISTRICT i I By: i Printed Name I Title: Date: ATTORNEY GENERAL'S SIGNATURE STATE COMPTROLLER'S SIGNATURE APPROVED AS TO FORM By: By: Printed Name Printed Name Title: Title: Date: Date: Contract Number:# DECO 1-COOb37GG-3350000 Page 1 of 1,Master Contract for Grants Signature Page STATE OF NEW YORK MASTER CONTRACT FOR GRANTS This State of New York Master Contract for Grants (Master Contract) is hereby made by and between the State of New York acting by and through the applicable State Agency(State)and the public or private entity (Contractor)identified on the face page hereof(Face Page). WITNESSETH: WHEREAS, the State has the authority to regulate and provide funding for the establishment and operation of program services, design or the execution and performance of construction projects, as applicable E and desires to contract with skilled parties possessing the necessary resources to provide such services or work, as applicable; and WHEREAS,the Contractor is ready, willing and able to provide such program services or the execution and performance of construction projects and possesses or can make available all necessary qualified personnel, licenses, facilities and expertise to perform or have performed the services or work, as applicable, required pursuant to the terms of the Master Contract; NOW THEREFORE,in consideration of the promises,responsibilities, and covenants herein, the State j and the Contractor agree as follows: ! STANDARD TERMS AND CONDITIONS I. GENERAL PROVISIONS ` i A. Executory Clause: In accordance with Section 41 of the State Finance Law,the State shall have no liability under the Master Contract to the Contractor, or to anyone else, beyond funds t appropriated and available for the Master Contract. I B. Required Approvals: In accordance with Section 112 of the State Finance Law (or, if the Master Contract is with the State University of New York (SUNY) or City University of New York (LUNY), Section 355 or Section 6218 of the Education Law), if the Master Contract exceeds $50,000 (or$85,000 for contracts let by the Office of General Services, or the minimum thresholds agreed to by the Office of the State Comptroller (OSC) for certain SUNY and LUNY contracts), or if this is an amendment for any amount to a contract which, as so amended, exceeds said statutory amount including, but not limited to, changes in amount, consideration, scope or contract term identified on the Face Page (Contract Term), it shall not be valid, effective or binding upon the State until it has been approved by, and filed with, the New York Attorney General Contract Approval Unit(AG) and OSC.If,by the Master Contract, the State agrees to give something other than money when the value or reasonably estimated value of such consideration exceeds $10,000, it shall not be valid, effective or binding upon the State until it has been approved by, and filed with, the AG and OSC. Budget Changes: An amendment that would result in a transfer of funds among program activities or budget cost categories that does not affect the amount, consideration, scope or other terms of such contract may be subject to the approval of the AG and OSC where the amount of such modification is, as a portion of the total value of the contract, equal to or greater than ten percent for contracts of less than five million dollars, or five percent for'contracts of more than Contract Number:# DECO 1-C00637GG-3350000 I Page 1 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) five million dollars; and, in addition, such amendment may be subject to prior approval by the applicable State Agency as detailed in Attachment D(Payment and Reporting Schedule). C. Order of Precedence: In the event of a conflict among (i) the terms of the Master Contract (including any and all attachments and amendments) or (ii) between the terms of the Master Contract and the original request for proposal, the program application or other attachment that was completed and executed by the Contractor in connection with the Master Contract, the order of precedence is as follows: 1. Standard Terms and Conditions 2. Modifications to the Face Page 3. Modifications to Attachment A-21,Attachment B,Attachment C and Attachment D 4. The Face Page 5. Attachment A-22,Attachment B,Attachment C and Attachment D 6. Modification to Attachment A-1 7. Attachment A-1 8. Other attachments, including, but not limited to, the request for proposal or program application D. Funding: Funding for the term of the Master Contract shall not exceed the amount specified as "Contract Funding Amount" on the Face Page or as subsequently revised to reflect an approved renewal or cost amendment. Funding for the initial and subsequent periods of the Master Contract shall not exceed the applicable amounts specified in the applicable Attachment B form (Budget). E. Contract Performance: The Contractor shall perform all services or work, as applicable, and comply with all provisions of the Master Contract to the satisfaction of the State. The Contractor shall provide services or work, as applicable, and meet the program objectives summarized in Attachment C (Work Plan) in accordance with the provisions of the Master Contract, relevant laws, rales and regulations, administrative,program and fiscal guidelines, and where applicable, operating certificate for facilities or licenses for an activity or program. F. Modifications: To modify the Attachments or Face Page, the parties mutually agree to record,in writing, the terms of such modification and to revise or complete the Face Pageand all the appropriate attachments in conjunction therewith. In addition, to the extent that such modification meets the criteria set forth in Section I.B herein, it shall be subject to the approval of the AG and ' 1 To the extent that the modifications to Attachment A-2 are required by Federal requirements and conflict with other provisions of f the Master Contract,the modifications to Attachment A-2 shall supersede all other provisions of this Master Contract. See Section I(V). z To the extent that the terms of Attachment A-2 are required by Federal requirements and conflict with other provisions of the Master Contract,the Federal requirements of Attachment A-2 shall supersede all other provisions of this Master Contract. See Section I(V). Contract Number:# DECO 1-C00637GG-3350000 Page 2 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) OSC before it shall become valid, effective and binding upon the State. Modifications that are not subject to the AG and OSC approval shall be processed in accordance with the guidelines stated in the Master Contract. G. Governing Law: The Master Contract shall be governed by the laws of the State of New York except where the Federal Supremacy Clause requires otherwise. H. Severability: Any provision of the Master Contract that is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof; provided, however, that the parties to the Master Contract shall attempt in good faith to reform the Master Contract in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. I. Interpretation: The headings in the Master Contract are inserted for convenience and reference only and do not modify or restrict any of the provisions herein. All personal pronouns used herein i shall be considered to be gender neutral. The Master Contract has been made under the laws of the State of New York, and the venue for resolving any disputes hereunder shall be in a court of j competent jurisdiction of the State of New York. - I J. Notice: 1. All notices, except for notices of termination, shall be in writing and shall be transmitted either: a) by certified or registered United States mail,return receipt requested; b) by facsimile transmission; c) by personal delivery; d) by expedited delivery service;or e) by e-mail. 2. Notices to the State shall be addressed to the Program Office designated in Attachment A-1 (Program Specific Terms and Conditions). 3. Notices to the Contractor shall be addressed to the Contractor's designee as designated in Attachment A-1 (Program Specific Terms and Conditions). { i 4. Any such notice shall be deemed to have been given either at the time of personal delivery or, in the case of expedited delivery service or certified or registered United States mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of facsimile transmission or e-mail,upon receipt. 5. The parties may, from time to time, specify any new or different e-mail address, facsimile number or address in the United States as their address for purpose of receiving notice under the Contract Number:# DECO1-CO0637GG-3350000 i Page 3 of 25,Master Contract for Grunts-Standard Terms and Conditions(August 2014) Master Contract by giving fifteen(15)calendar days prior written notice to the other party sent in accordance herewith. The parties agree to mutually designate individuals as their respective representatives for the purposes of receiving notices under the Master Contract. Additional . individuals may be designated in writing by the parties for purposes of implementation, administration,billing and resolving issues and/or disputes. K. Service of Process: In addition to the methods of service allowed by the State Civil Practice Law & Rules (CPLR), Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon Contractor's actual receipt of process or upon the State's receipt of the return thereof by the United States Postal Service as refused or undeliverable. Contractor must promptly notify the State, in writing, of each and every change of address to which service of process can be made. Service by the State to the last known address shall be sufficient. The Contractor shall have thirty (30) calendar days after service hereunder is complete in which to respond. L. Set-Off Rights: The State shall have all of its common law, equitable, and statutory rights of set-off. These rights shall include, but not be limited to, the State's option to withhold, for the purposes of set-off, any moneys due to the Contractor under the Master Contract up to any amounts due and owing to the State with regard to the Master Contract, any other contract with any State department or agency,including any contract for a term commencing prior to the term of the Master Contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies, or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set- off pursuant to an audit, the finalization of such audit by the State Agency, its representatives, or OSC. i r M. Indemnification: The Contractor shall be solely.responsible and answerable in damages for any and all accidents and/or injuries to persons (including death)or property arising out of or related to the services to be rendered by the Contractor or its subcontractors pursuant to this Master Contract. The Contractor shall indemnify and hold harmless the State and its officers and I employees from claims, suits, actions, damages and cost of every nature arising out of the provision of services pursuant to the Master Contract. j i N. Non-Assignment Clause: In accordance with Section 138 of the State Finance Law, the Master Contract may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet, or otherwise disposed of without the State's previous written consent, and attempts to do so shall be considered to be null and void. Notwithstanding the foregoing, such prior written consent of an assignment of a contract, let pursuant to Article XI of the State Finance Law, may be waived at the discretion of the State Agency and with the concurrence of OSC, where the original contract was subject to OS C's approval, where the assignment is due to a reorganization, merger, or consolidation of the Contractor's business entity or enterprise. The State retains its right to approve an assignment and to require that the merged contractor demonstrate its responsibility to do business with the State. The Contractor may, however, assign its right to receive payments i without the State's prior written consent unless the Master Contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law. O. Legal Action: No litigation or regulatory action shall be brought against the State of New York, the State Agency, or against any county or other local government entity with funds provided under the Master Contract. The term "litigation" shall include commencing or threatening to commence a lawsuit,joining or threatening to join as a party to ongoing litigation, or requesting any relief from ContractNumber:#f DECO 1-C00637GG-3350000 Page 4 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) i i i I any of the State of New York, the State Agency, or any county, or other local government entity. The term "regulatory action" shall include commencing or threatening to commence a regulatory proceeding, or requesting any regulatory relief from any of the State of New York,the State Agency, or any county,or other local government entity. P. No Arbitration: Disputes involving the Master Contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily authorized),but must, instead,be heard in a court of competent jurisdiction of the State of New York. Q. Secular Purpose: Services performed pursuant to the Master Contract are secular in nature and shall be performed in a manner that does not discriminate on the basis of religious belief,or promote or discourage adherence to religion in general or particular religious beliefs. R. Partisan Political Activity and Lobbying: Funds provided pursuant to the Master Contract shall not be used for any partisan political activity, or for activities that attempt to influence legislation or election br defeat of any candidate for public office. S. Reciprocity and Sanctions Provisions: The Contractor is hereby notified that if its principal ' place of business is located in a country, nation, province, state, or political ,subdivision that penalizes New York State vendors, and if the goods or services it offers shall be substantially produced or performed outside New York State, the Omnibus Procurement Act 1994 and 2000 amendments (Chapter 684 and Chapter 383, respectively) require that it be denied contracts which it would otherwise obtains T. Reporting Fraud and Abuse: Contractor acknowledges that it has reviewed information on how to prevent, detect, and report fraud, waste and abuse of public funds, including information about the Federal False Claims Act, the New York State False Claims Act, and whistleblower protections. U. Non-Collusive Bidding: By submission of this,bid, the Contractor and each person signing on behalf of the Contractor certifies, and in the case of a joint bid each party thereto certifies as to its j own organization,under penalty of perjury, that to the best of his or her knowledge and belief that its i bid was arrived at independently and without collusion aimed at restricting competition. The i Contractor further affirms that, at the time the Contractor submitted its bid, an authorized and s responsible person executed and delivered to the State a non-collusive binding certification on the Contractor's behalf. V. Federally Funded Grants and Requirements Mandated by Federal Laws: All of the j Specific Federal requirements that are applicable to the Master Contract are identified in Attachment A-2 (Federally Funded Grants and Requirements Mandated by Federal Laws) hereto. To the extent j that the Master Contract is funded in whole or part with Federal funds or mandated by Federal laws, (i) the provisions of the Master Contract that conflict with Federal rules, Federal regulations, or j Federal program specific requirements shall not apply and(ii) the Contractor agrees to comply with all applicable Federal rules,regulations and program specific requirements including,but not limited ; to, those provisions that are set forth in Attachment A-2(Federally Funded Grants and Requirements Mandated by Federal Laws)hereto. j 3A of October 9, 2012, the list of discriminatory jurisdictions subject to this provision includes the states of Alaska, Hawaii, Louisiana,South Carolina,West Virginia and Wyoming. Contact NYS Department of Economic Development for the most current list of jurisdictions subject to this provision. Contract Number:# DECO1-C00637GG-3350000 Page 5 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) II. TERM,TERMINATION AND SUSPENSION A. Term: The term 'of the Master Contract shall be as specified on the Face Page, unless terminated sooner as provided herein. B. Renewal: 1. General Renewal: The Master Contract may consist of successive periods on the same terms and conditions, as specified within the Master Contract (a "Simplified Renewal Contract"). Each additional or superseding period shall be on the forms specified by the State and shall be incorporated in the Master Contract. 2. Renewal Notice to Not-for-Profit Contractors: a) Pursuant to State Finance Law §179-t, if the Master Contract is with a not-for-profit Contractor and provides for a renewal option, the State shall notify the Contractor of the State's intent to renew or not to renew the Master Contract no later than ninety(90)calendar days prior to the end of the term of the Master Contract, unless funding for the renewal is contingent upon enactment of an appropriation. If funding for the renewal is contingent upon I enactment of an appropriation, the State shall notify the Contractor of the State's intent to s renew or not to renew the Master Contract the later of. (1)ninety(90)calendar days prior to the end of the term of the Master Contract, and (2) thirty (30) calendar days after the necessary appropriation becomes law. Notwithstanding the foregoing, in the event that the State is unable to comply with the time frames set forth in this paragraph due to unusual circumstances beyond the control of the State ("Unusual Circumstances"), no payment of interest shall be due to the not-for-profit Contractor. For purposes of State Finance Law { §179-t, "Unusual Circumstances" shall not mean the failure by the State to (i) plan for !i implementation of a program, (ii) assign sufficient staff resources to implement a program, (iii) establish a schedule for the,implementation of a program or (iv) anticipate any other reasonably foreseeable circumstance. li) Notification to the not-for-profit Contractor of the State's intent to not renew the Master Contract must be in writing in the form of a letter, with the reason(s) for the non-renewal included. If the State does not provide notice to the not-for-profit Contractor of its intent not to renew the Master Contract as required in this Section and State Finance Law §179-t, the Master Contract shall be deemed continued until the date the State provides the necessary notice to the Contractor,in accordance with State Finance Law§179-t. Expenses incurred by the not-for-profit Contractor during such extension shall be reimbursable under the terms of the Master Contract. Contract Niunber:# DECO1-C00637GG-3350000 Page 6 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) C. Termination: 1. Grounds: . a) Mutual Consent: The Master Contract maybe terminated at anytime upon mutual written consent of the State and the Contractor. b) Cause: The State may terminate the Master Contract immediately,upon written notice of termination to the Contractor, if the Contractor fails to comply with any of the terms and conditions of the Master Contract and/or with any laws, rules, regulations, policies, or procedures that are applicable to the Master Contract. c) Non-Responsibility: In accordance with the provisions of Sections IV(N)(6) and (7) ` herein, the State may make a final determination that the Contractor is non-responsible (Determination of Non-Responsibility). In such event, the State may terminate the Master ((( Contract at the Contractor's expense, complete the contractual requirements in any manner the State deems advisable and pursue available legal or equitable remedies for breach. i d) Convenience: The State,may terminate the Master Contract in its sole discretion upon 1 thirty(30)calendar days prior written notice. e) Lack of Funds: If for any reason the State or the Federal government terminates or ' reduces its appropriation to the applicable State Agency entering into the Master Contract or fails to pay the full amount of the allocation for the operation of one or more programs f funded under this Master Contract, the Master Contract may be terminated or reduced at the State Agency's discretion, provided that no such reduction or termination shall apply to allowable costs already incurred by the Contractor where funds are available to the State Agency for payment of such costs. Upon termination or reduction of the Master Contract, all remaining funds paid to the Contractor that are not subject to allowable costs already incurred by the Contractor shall be returned to the State Agency. In any event, no liability shall be incurred by the State (including the State Agency) beyond monies available for the purposes of the Master Contract. The Contractor acknowledges that any funds due to the State Agency or the State of New York because of disallowed expenditures after audit shall be the Contractor's responsibility. l 1 f) Force Majeure: The State may terminate or suspend its performance under the Master Contract immediately upon the occurrence of a "force majeure." For purposes of the Master Contract, "Force majeure" shall include, but not be limited to, natural disasters, war, rebellion, insurrection, riot, strikes, lockout and any unforeseen circumstances and acts beyond the control of the State which render the performance of its obligations impossible. 2. Notice of Termination: a) Service of notice: Written notice of termination shall be sent by: (i) personal messenger service;or (ii) certified mail,return receipt requested and first class mail. Contract Number:# DECO1-CO0637GG-3350000 Page 7 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) b) Effective date of termination: The effective date of the termination shall be the later of(i) the date indicated in the notice and (ii) the date the notice is received by the Contractor, and shall be established as follows: (i) if the notice is delivered by hand,the date of receipt shall be established by the receipt given to the Contractor or by affidavit of the individual making such hand delivery attesting to the date of delivery; or (ii) if the notice is delivered by registered or certified mail, by the receipt returned from the United States Postal Service, or if no receipt is returned, five (5) business days from the date of mailing of the first class letter, postage prepaid, in a depository under the care and control of the United States Postal Service. I f 3. Effect of Notice and Termination on State's Payment Obligations: a) Upon receipt of notice of termination, the Contractor agrees to cancel, prior to the effective date of any prospective termination, as many outstanding obligations as possible, and agrees not to incur any new obligations after receipt of the notice without approval by the State. b) The State shall be responsible for payment on claims for services or work provided and costs incurred pursuant to the terms of the Master Contract. in no event shall the State be liable for expenses and obligations arising from the requirements of the Master Contract after its termination date. i 4. Effect of Termination Based on Misuse or Conversion of State or Federal Property: � Where the Master Contract is terminated for cause based on Contractor's failure to use some or all of the real property or equipment purchased pursuant to the Master Contract for the purposes set forth herein,the State may,at its option,require: a) the repayment to the State of any monies previously paid to the Contractor;or b) the return of any real property or equipment purchased under the terms of the Master Contract;or c) an appropriate combination of clauses(a)and (b)of Section ll(C)(4)herein. Nothing herein shall be intended to limit the State's ability to pursue such other legal or equitable remedies as may be available. D. Suspension: The State may,in its discretion, order the Contractor to suspend performance for a reasonable period of time. In the event of such suspension, the Contractor shall be given a formal written notice outlining the particulars of such suspension. Upon issuance of such notice, the Contractor shall comply with the particulars of the notice. The State shall have no obligation to reimburse Contractor's expenses during such suspension period. Activities may resume at such time as the State issues a formal written notice authorizing a resumption of performance under the Master Contract. Contract Number:# DECO 1-C00637GG-3350000 Page 8 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) III. PAYMENT AND REPORTING A. Terms and Conditions: 1. In full consideration of contract services to be performed,the State Agency agrees to pay and the Contractor agrees to accept a sum not to exceed the amount noted on the Face Page. 2. The State has no obligation to make payment until all required approvals, including the approval of the AG and OSC, if required, have been obtained. Contractor obligations or expenditures that precede the start date of the Master Contract shall not be reimbursed. i 3. Contractor must provide complete and accurate billing invoices to the State in order to receive j payment.Provided,however,the State may, at its discretion, automatically generate a voucher in ` accordance with an approved contract payment schedule. Billing invoices submitted to the State must contain all information and supporting documentation required by Attachment D (Payment and Reporting Schedule) and Section III(C) herein. The State may require the Contractor to submit billing invoices electronically. 4. Payment for invoices submitted by the Contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the head of the State Agency, in the sole discretion of the head of such State Agency, due to extenuating circumstances. Such electronic payment shall be made in accordance with OSC's procedures and practices to authorize k electronic payments. 5. If travel expenses are an approved expenditure under the Master Contract, travel expenses shall be reimbursed at the lesser of the rates set forth in the written standard travel policy of the Contractor,the OSC guidelines, or United States General Services Administration rates. No out- of-state travel costs shall be permitted unless specifically detailed and pre-approved by the State. - E 6. Timeliness of advance payments or other claims for-reimbursement, and any interest to be paid to Contractor for late payment, shall be governed by Article 11-A of the State Finance Law to the extent required by law. i 7. Article 11-B of the State Finance Law sets forth certain time frames for the Full Execution of contracts'or renewal contracts with not-for-profit organizations and the implementation of any program plan associated with such contract. For purposes of this section, "Full Execution" shall mean that the contract has been signed by all parties thereto and has obtained the approval of the t AG and OSC. Any interest to be paid on a missed payment to the Contractor based on a delay in ; ' the Full Execution of the Master Contract shall be governed by Article 11-B,of the State Finance Law. I Contract Number:# DECO 1-CO0637GG-3350000 Page 9 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) B. Advance Payment and Recoupment: 1. Advance payments, which the State in its sole discretion may make to not-for-profit grant recipients, shall be made and recouped in accordance with State Finance Law Section 179(u), this Section and the provisions of Attachment D(Payment and Reporting Schedule). 2. Initial-advance payments made by the State to not-for-profit grant recipients shall be due no later than thirty (30) calendar days, excluding legal holidays, after the first day of the Contract Term or, if renewed, in the period identified on the Face Page. Subsequent advance payments made by the State to not-for-profit grant recipients shall be due no later than thirty(30) calendar i days, excluding legal holidays, after the dates specified in Attachment D (Payment and -Reporting Schedule). 3. For subsequent contract years in multi-year contracts, Contractor will be notified of the scheduled advance payments for the upcoming contract year no later than 90 days prior to the commencement of the contract year. For simplified renewals,the payment schedule(Attachment i D)will be modified as part of the renewal process. 4. Recoupment of any advance payment(s) shall be recovered by crediting the percentage of subsequent claims listed in Attachment D (Payment and Reporting Schedule) and Section HI(C) herein and such claims shall be reduced until the advance is fully recovered within the Contract Term. Any unexpended advance balance at the end of the Contract Term shall be refunded by the Contractor to the State. i 5. If for any reason the amount of any claim is not sufficient to cover the proportionate advance amount to be recovered, then subsequent claims may be reduced until the advance is fully j recovered. J C. Claims for Reimbursement: l 1. The Contractor shall submit claims for the reimbursement of expenses incurred on behalf of the State under the Master Contract in accordance with this Section and the applicable claiming schedule in Attachment D (Payment and Reporting Schedule). j Vouchers submitted for payment shall be deemed to be a certification that the payments requested are for project expenditures made in accordance with the items as contained in the applicable Attachment B form (Budget) and during the Contract Term. When submitting a voucher, such voucher shall also be deemed to certify that: (i)the payments requested do not duplicate reimbursement from other sources of funding; and(ii)the funds provided herein do not replace funds that, in the absence of this grant, would have been made available by the Contractor for this program. Requirement (ii) does not apply to grants funded pursuant to a Community Projects Fund appropriation. 2. Consistent with the selected reimbursement claiming schedule in Attachment D (Payment and Reporting Schedule),the Contractor shall comply with the appropriate following provisions: a) Quarterly Reimbursement: The Contractor shall be entitled to receive payments for work,projects, and services rendered as detailed and described in Attachment C(Work Plan). Contract Number:# DECO I-CO063 7GG-3350000 C Page 10 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) The Contractor shall submit to the State Agency quarterly voucher claims and supporting documentation. The Contractor shall submit vouchers to the State Agency in accordance with the procedures set forth in Section III(A)(3)herein. b) Monthly Reimbursement: The Contractor shall be entitled to receive payments for work, projects, and services rendered as detailed and described in Attachment C(Work Plan). The Contractor shall submit to the State Agency monthly voucher claims and supporting documentation. The Contractor shall submit vouchers to the State Agency in accordance with the procedures set forth in Section III(A)(3)herein. c) Biannual Reimbursement: The Contractor shall be entitled to receive payments for work, i projects, and services rendered as detailed and described in Attachment C (Work Plan). ! 0 The Contractor shall submit to the State Agency biannually voucher claims and supporting documentation. The Contractor shall submit vouchers to the State Agency in, accordance with the procedures set forth in Section III(A)(3)herein. d) Milestone/Performance Reimbursement:4 Requests'for payment based upon an event or milestone may be either severable or cumulative. A severable event/milestone is independent of accomplishment of any other event. If the event is cumulative,the successful completion of an event or milestone is dependent on the previous completion of another event. Milestone payments shall be made to the Contractor when requested in a form approved by the State, and at frequencies and in amounts stated in Attachment D (Payment and Reporting ` Schedule). The State Agency shall make milestone payments subject to the Contractor's I satisfactory performance. i' e) Fee for Service Reimbursement:5 Payment shall be limited to only those fees specifically agreed upon in the Master Contract and shall be payable no more frequently than monthly upon submission of a voucher by the contractor. f) Rate Based Reimbursement:6 Payment shall be limited to rate(s) established in the Master Contract. Payment may be requested no more frequently than monthly. g) Scheduled Reimbursement: The State Agency shall generate vouchers at the frequencies i and amounts as set forth in Attachment D (Payment and Reporting Schedule), and service reports shall be used to determine funding levels appropriate to the next annual contract period. I °A milestone/performance payment schedule identifies mutually agreed-to payment amounts based on meeting contract events or p milestones. Events or milestones must represent integral and meaningful aspects of contract performance and should signify true i progress in completing the Master Contract effort. Fee for Service is a rate established by the Contractor for a service or services rendered.` 6 Rate based agreements are those agreements in which payment is premised upon a specific established rate per unit. 7 Scheduled Reimbursement agreements provide for payments that occur at defined and regular intervals that provide for a specified I dollar amount to be paid to the Contractor at the beginning of each payment period(i.e.quarterly,monthly or bi-annually). While these payments are related to the particular services and outcomes defined in the Master Contract,they are not dependent upon particular services or expenses in any one payment period and provide the Contractor with a defined and regular payment over the life 1 of the contract. F Contract Number:# DECO I-CO0637GG-3 350000 Page 11 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) ! i I h) Interim Reimbursement: The State Agency shall generate vouchers on an interim basis and at the amounts requested by the Contractor as set forth in Attachment D (Payment and Reporting Schedule). i) Fifth Quarter Payments:g Fifth quarter payment shall be paid to the Contractor at the conclusion of the final scheduled payment period of the preceding contract period. The State Agency shall use a written directive for fifth quarter financing. The State Agency shall generate a voucher in the fourth quarter of the current contract year to pay the scheduled payment for the next contract year. 3. The Contractor shall also submit supporting fiscal documentation for the expenses claimed. 4. The State reserves the right to withhold up to fifteen percent(15%)of the total amount of the Master Contract as security for the faithful completion of services or work, as applicable, under the Master Contract. This amount may be withheld in whole or in part from any single payment or combination of payments otherwise due under the Master Contract. In the event that such withheld funds are insufficient to satisfy Contractor's obligations to the State, the State may pursue all available remedies,including the right of setoff and recoupment. 5. The State shall not be liable for payments on the Master Contract if it is made pursuant to a Community Projects Fund appropriation if insufficient monies are available pursuant to Section 99-d of the State Finance Law. .6. All vouchers submitted by the Contractor pursuant to the Master Contract shall be submitted to the State Agency no later than thirty (30) calendar days after the end date of the period for which reimbursement is claimed. In no event shall the amount received by the Contractor j exceed the budget amount approved by the State Agency, and, if actual expenditures by the Contractor are less than such sum, the amount payable by the State Agency to the Contractor shall not exceed the amount of actual expenditures. I 7. All obligations must be incurred prior to the end date of the contract. Notwithstanding the provisions of Section III(C)(6) above,with respect to the final period for which reimbursement is claimed, so long as the obligations were incurred prior to the end date of the contract, the Contractor shall have up to ninety (90) calendar days after the contract end date to make ; expenditures; provided, however, that if the Master Contract is funded, in whole or in part, with Federal funds,the Contractor shall have up to sixty(60) calendar days after the contract end date to make expenditures. D.Identifying Information and Privacy Notification: 1. Every voucher or New York State Claim for Payment submitted to a State Agency by the Contractor, for payment for the sale of goods or services or for transactions (e.g., leases, easements, licenses, etc.) related to real or personal property, must include the Contractor's Vendor Identification Number assigned by the Statewide Financial System, and any or all of the following identification numbers: (i) the Contractor's Federal employer identification number, 3 Fifth Quarter Payments occurs where there are scheduled payments and where there is an expectation that services will be continued through renewals or subsequent contracts Fifth Quarter Payments allow for the continuation of scheduled payments to a Contractor ! for the first payment period quarter of an anticipated renewal or new contract. Contract Number:# DEC01-CO0637GG-3350000 Page 12 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) (ii) the Contractor's Federal social security number, and/or (iii) DUNS number. Failure to include such identification number or numbers may delay payment by the State to the Contractor. Where the Contractor does not have such number or numbers, the Contractor, on its voucher or Claim for Payment, must provide the reason or reasons for why the Contractor does not have such number or numbers. 2. The authority to request the above personal information from a seller of goods or services or a lessor of real or personal property, and the authority to maintain such information, is found in Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to the State is mandatory. The principle purpose for which the information is collected is to enable the State to identify individuals, businesses and others who have been delinquent in filing tax returns or may have understated their tax liabilities and to generally identify persons affected by the taxes j administered by the Commissioner of Taxation and Finance. The information will be used for tax administration purposes and for any other purpose authorized by law. The personal information is requested by the purchasing unit of the State Agency contracting to purchase the goods or services or lease the real or personal property covered by the Master Contract. This information is maintained in the Statewide Financial System by the Vendor Management Unit within the Bureau of State Expenditures, Office of the State Comptroller, 110 State Street, Albany,New York, 12236. E. Refunds: 1. In the event that the Contractor must make a refund to the State for Master Contract-related activities, including repayment of an advance or an audit disallowance, payment must be made payable as set forth in Attachment A-1 (Program Specific Terms and Conditions). The j Contractor must reference the contract number with its payment and include a brief explanation of why the refund is being made. Refund payments must be submitted to the Designated Refund Office at the address specified in Attachment A-1 (Program Specific Terms and Conditions). 2. If at the end or termination of the Master Contract, there remains any unexpended balance of the monies advanced under the Master Contract in the possession of the Contractor, the Contractor shall make payment within forty-five (45) calendar days of the end or termination of { the Master Contract. In the event that the Contractor fails to refund such balance the State may f pursue all available remedies. F. Outstanding Amounts Owed to the State: Prior period overpayments(including,but not limited to, contract advances in excess of actual expenditures) and/or audit recoveries associated with the Contractor may be recouped against future payments made under this Master Contract to Contractor. The recoupment generally begins with the first payment made to the Contractor following identification of the overpayment and/or audit recovery amount. In the event that there are no payments to apply recoveries against, the Contractor shall make payment as provided in Section III(E) (Refunds)herein. G. Program and Fiscal Reporting Requirements: F 1. The Contractor shall submit required periodic reports in accordance with the applicable schedule provided in Attachment D (Payment and Reporting Schedule). All required reports or other work products developed pursuant to the Master Contract must be completed as provided by the agreed upon work schedule in a manner satisfactory and acceptable to the State Agency in order for the Contractor to be eligible for payment. Contract Number:# DECO1-CO0637GG-3350000 Page 13 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) i E i 2. Consistent with the selected reporting options in Attachment D (Payment and Reporting Schedule),the Contractor shall comply with the following applicable provisions: a) If the Expenditure Based Reports option is indicated in Attachment D (Payment and Reporting Schedule), the Contractor shall provide the State Agency with one or more of the following reports as required by the following provisions and Attachment D (Payment and Reporting Schedule)as applicable: (i) Narrative/Qualitative Report: The Contractor shall submit, on a quarterly basis, not later than the time period listed in Attachment D (Payment and Reporting Schedule), a report, in narrative form, summarizing the services rendered during the quarter. This report shall detail how the Contractor has progressed toward attaining the qualitative goals enumerated in Attachment C (Work Plan). This report should address all goals and objectives of the project and include a discussion of problems encountered and steps taken to solve them. (ii) Statistical/Quantitative Report: The Contractor shall submit, on a quarterly basis, not later than the time period listed in Attachment D (Payment and Reporting Schedule), a detailed report analyzing the quantitative aspects of the program plan, as appropriate (e.g., number of meals served, clients transported, patient/client encounters, procedures i performed,training sessions conducted, etc.) i (iii) Expenditure Report: The Contractor shall submit, on a quarterly basis, not later than the time period listed in Attachment D (Payment and Reporting Schedule), a detailed expenditure report, by object of expense. This report shall accompany the voucher submitted for such period. (iv) Final Report: The Contractor shall submit a final report as required by the Master Contract, not later than the time period listed in Attachment D (Payment and Reporting Schedule).which reports on all aspects of the program and detailing how the use of f funds were utilized in achieving the goals set forth in Attachment C (Work Plan). (v) Consolidated Fiscal Report(CFR): The Contractor shall submit a CFR,which includes a year-end cost report and final claim not later than the time period listed in Attachment D (Payment and Reporting Schedule). b) If the Performance-Based Reports option is indicated in Attachment D (Payment and Reporting Schedule), the Contractor shall provide the State Agency with the following reports as required by the following provisions and Attachment D (Payment and Reporting Schedule) as applicable: (i) Progress Report: The Contractor shall provide the State Agency with a written progress report using the forms and formats as provided by the State Agency, summarizing the work performed during the period. These reports shall detail the Contractor's progress toward attaining the specific goals enumerated in Attachment C (Work Plan). Progress reports shall be submitted in a format prescribed in the Master Contract. Contract Number:# DECOI-CO0637GG-3350000 Page 14 of 25,Master Contract for Grants-Standard Terms and Conchtions(August 2014) (ii) Final Progress Report: Final scheduled payment is due during the time period set forth in Attachment D (Payment and Reporting Schedule). The deadline for submission of the final report shall be the date set forth in Attachment D (Payment and Reporting Schedule). The State Agency shall complete its audit and notify the Contractor of the results no later than the date set forth in Attachment D (Payment and Reporting Schedule). Payment shall be adjusted by the State Agency to reflect only those services/expenditures that were made in accordance with the Master Contract. The Contractor shall submit a detailed comprehensive final progress report not later than the date set forth in Attachment D (Payment and Reporting Schedule), summarizing the work performed during the entire Contract Term(i.e., a cumulative report),in the forms and formats required. 3. In addition to the periodic reports stated above, the Contractor may be required (a) to submit such other reports as are required in Table 1 of Attachment D (Payment and Reporting Schedule), and (b) prior to receipt of final payment under the Master Contract, to submit one or more final reports in accordance with the form, content, and schedule stated in Table 1 of Attachment D(Payment and Reporting Schedule). H. Notification of Significant Occurrences: f 1. If any specific event or conjunction of circumstances threatens the successful completion of this project, in whole or in part, including where relevant, timely completion of milestones or other program requirements,the Contractor agrees to submit to the State Agency within three (3) calendar days of becoming aware of the occurrence or of such problem, a written description 4 thereof together with a recommended solution thereto. 2. The Contractor shall immediately notify in writing the program manager assigned to the Master Contract of any unusual incident, occurrence, or event that involves the staff, volunteers, directors or-officers of the Contractor, any subcontractor or program participant funded through the Master Contract, including but not limited to the following: death or serious injury; an arrest ,or possible criminal activity that could impact the successful completion of this project; any destruction of property; significant damage to the physical,plant of the Contractor; or other matters of a similarly serious nature. W. ADDITIONAL CONTRACTOR OBLIGATIONS,REPRESENTATIONS AND WARRANTIES A. Contractor as an Independent Contractor/Employees: 1. The State and the Contractor agree that the Contractor is an independent contractor, and not an employee of the State and may neither hold itself out nor claim to be an officer, employee, or subdivision of the State nor make any claim, demand, or application.to or for any right based upon any different status. Notwithstanding the foregoing,the State and the Contractor agree that if the Contractor is a New York State municipality, the Contractor shall be permitted to hold itself out, and claim,to be a subdivision of the State. The Contractor shall be solely responsible for the recruitment, hiring, provision of employment benefits,payment of salaries and management of its project personnel. These functions shall be carried out in accordance with the provisions of the Master Contract, and all applicable Federal and State laws and regulations. Contract Number:# DECO 1-CO0637GG-3350000 Page 15 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) 2. The Contractor warrants that it,its staff, and any and all subcontractors have all the necessary licenses, approvals, and certifications currently required by the laws of any applicable local, state, or Federal government to perform the services or work, as applicable, pursuant to the Master Contract and/or any subcontract entered into under the Master Contract. The Contractor further agrees that such required licenses, approvals, and certificates shall be kept in full force and effect during the term of the Master Contract, or any extension thereof, and to secure any new licenses, approvals, or certificates within the required time frames and/or to require its staff and subcontractors to obtain the requisite licenses, approvals, or certificates. In the event the Contractor, its staff, and/or subcontractors are notified of a denial or revocation of any license, approval, or certification to perform the services or work, as applicable, under the Master i Contract,Contractor shall immediately notify the State. B. Subcontractors: 1. If the Contractor enters into subcontracts for the performance of work pursuant to the Master Contract, the Contractor shall take full responsibility for the acts and omissions of its subcontractors. Nothing in the subcontract shall impair the rights of the State under the Master Contract. No contractual relationship shall be deemed to exist between the subcontractor and the State. 0 ' 2. If requested by the State,the Contractor agrees not to enter into any subcontracts, or revisions to subcontracts, that are in excess of$100,000 for the performance of the obligations contained herein until it has received the prior written permission of the State,which shall have the right to review and approve each and every subcontract in excess of $100,000 prior to giving written permission to the Contractor to enter into the subcontract. All agreements between the Contractor and subcontractors shall be by written contract, signed by individuals authorized to bind the parties. All such subcontracts shall contain provisions for specifying (1) that the work performed by the subcontractor must be in accordance with the terms of the Master Contract, (2) that nothing contained in the subcontract shall impair the rights of the State under the Master Contract, and (3) that nothing contained in the subcontract, nor under the Master Contract, shall be deemed to create any contractual relationship between the subcontractor and the State. In addition, subcontracts shall contain any other provisions which are required to be included in subcontracts pursuant to the terms herein. i 3. If requested by the State,prior to executing a subcontract, the Contractor agrees to require the subcontractor to provide to the State the information the State needs to determine whether a proposed subcontractor is a responsible vendor. I 4. If requested by the State, when a subcontract equals or exceeds $100,000, the subcontractor shall submit a Vendor Responsibility Questionnaire (Questionnaire). 5. If requested by the State, upon the execution of a subcontract, the Contractor shall provide detailed subcontract information (a copy of subcontract will suffice) to the State within fifteen (15) calendar days after execution. The State may request from the Contractor copies of subcontracts between a subcontractor and its subcontractor. 6. The Contractor shall require any and all subcontractors to submit to the Contractor all I� financial claims for Services or work to the State agency, as applicable;rendered and required l supporting documentation and reports as necessary to permit Contractor to meet claim deadlines and documentation requirements as established in Attachment D (Payment and Reporting Contract Number;# DECO 1-CO0637GG-3350000 Page 16 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) i t Schedule) and Section III. Subcontractors shall be paid by the Contractor on a timely basis after submitting the required reports and vouchers for reimbursement of services or work, as applicable. Subcontractors shall be informed by the Contractor of the possibility of non-payment or rejection by the Contractor of claims that do not contain the required information, and/or are not received by the Contractor by said due date. C. Use Of Material,Equipment,Or Personnel: 1. The Contractor shall not use materials, equipment, or personnel paid for under the Master Contract for any activity other than those provided for under the Master Contract,except with the State's prior written permission. 2. Any interest accrued on funds paid to the Contractor by the State shall be deemed to be the property of the State and shall either be credited to the State at the close-out of the Master Contract or,upon the written permission of the State, shall be expended on additional services or work,as applicable,provided for under the Master Contract. D. Property: 1. Property is real property, equipment, or tangible personal property having a useful life of more than one year and an acquisition cost of$1,000 or,more per unit. a) If an item of Property required by the Contractor is available as surplus to the State, the State at its sole discretion, may arrange to provide such Property to the Contractor in lieu of the purchase of such Property. I b) If the State consents in writing, the Contractor may retain-possession of Property owned by the State, as provided herein, after the termination of the Master Contract to use for similar purposes. Otherwise, the Contractor shall return such Property to the State at the Contractor's cost and expense upon the expiration of the Master Contract. i c) In addition, the Contractor agrees to permit the State to inspect the Property and to monitor its use at reasonable intervals during the Contractor's regular business hours. j I d) The Contractor shall be responsible for maintaining and repairing Property purchased or procured under the Master Contract at its own cost and expense. The Contractor shall procure and maintain insurance at its own cost and expense in an amount satisfactory to the E State Agency, naming the State Agency as an additional insured, covering the loss, theft or destruction of such equipment. e) A rental charge to the Master Contract for a piece of Property owned by the Contractor shall not be allowed. f) The State has the right to review and approve in writing any new contract for the purchase of or lease for rental of Property (Purchase/Lease Contract) operated in connection with the provision of the services or work, as applicable, as specified in the Master Contract, if applicable, and any modifications, amendments, or extensions of an existing lease'or purchase prior to its execution. If, in its discretion, the State disapproves of any E f Contract Number:# DECO 1-C00637GG-3350000 Page 17 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) • II f Purchaskease Contract, then the State shall not be obligated to make any payments for such Property. g) No member, officer, director or employee of the Contractor shall retain or acquire any interest,direct or indirect,in any Property,paid for with funds under the Master Contract,nor retain any interest, direct or indirect, in such, without full and complete prior disclosure of such interest and the date of acquisition thereof,in writing to the Contractor and the State. 2. For non-Federally-funded contracts,unless otherwise provided herein,the State shall have the following rights to Property purchased with,funds provided under the Master Contract: a) For cost-reimbursable contracts, all right,title and interest in such Property shall belong to the State. i b) For performance-based contracts, all right, title and interest in such Property shall belong to the Contractor. 3. For Federally funded contracts,title to Property whose requisition cost is borne in whole or in part, by monies provided under the Master Contract shall be governed by the terms and conditions of Attachment A-2 (Federally Funded Grants and Requirements Mandated by Federal Laws). 4. Upon written direction by the State,the Contractor shall maintain an inventory of all Property , that is owned by the State as provided herein. f 5. The Contractor shall execute any documents which the State may reasonably require to effectuate the provisions of this section. SE. Records and Audits: 1. General: a) The Contractor shall establish and maintain, in paper or electronic format, complete'and accurate books, records, documents,receipts, accounts, and other evidence directly pertinent i to its performance under the Master Contract(collectively,Records). I b) The Contractor agrees to produce and retain for the balance of the term of the Master Contract, and for a period of six years from the later of the date of(i)the Master Contract and (ii) the most recent renewal of the Master Contract, any and all Records necessary to substantiate upon audit, the proper deposit and expenditure of funds received under the Master Contract, Such Records may include, but not be limited to, original books of entry (e.g., cash disbursements and cash receipts journal), and the following specific records (as applicable)to substantiate the types of expenditures noted: (i) personal service expenditures: cancelled checks and the related bank statements,time and attendance records,payroll journals,cash and check disbursement records including copies of money orders and the like, vouchers and invoices, records of contract labor, any and all records listing payroll,and the money value of non-cash advantages provided i to employees, time cards, work schedules and logs, employee personal history folders, 1 Contract Number:# DECO1-CO0637GG-3350000 Page 18 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) detailed and general ledgers, sales records, miscellaneous reports and returns (tax and otherwise), and cost allocation plans,if applicable. (ii) payroll taxes and fringe benefits: cancelled checks, copies of related bank statements, cash and check disbursement records including copies of money orders and the like, invoices for fringe benefit expenses, miscellaneous reports and returns (tax and otherwise),and cost allocation plans,if applicable. (iii) non-personal services expenditures: original invoices/receipts,cancelled checks and l related bank statements, consultant agreements, leases, and cost allocation plans, if applicable. (iv) receipt and deposit of advance and reimbursements: itemized bank stamped deposit . slips, and a copy of the related bank statements. c) The OSC, AG and any other person or entity authorized to conduct an examination, as well as the State Agency or State Agencies involved in the Master Contract that provided funding, shall have ,access to the Records during the hours of 9:00 a.m. until 5:00 p.m., Monday through Friday (excluding State recognized holidays), at an office of the Contractor within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection,auditing and copying. d) The State shall protect from public disclosure any of the Records which are exempt from ' disclosure under Section 87 of the Public Officers Law provided that: (i) the Contractor shall timely inform an appropriate State official, in writing, that said records should not be disclosed; and (ii) said records shall be sufficiently identified; and (iii) designation of said records, as exempt under Section 87 of the Public Officers Law,is reasonable. e) Nothing contained herein shall diminish, or in any way adversely affect,the State's rights in connection with its audit and investigatory authority or the State's rights in connection with discovery in any pending or future litigation. i 2. Cost Allocation: a) For non-performance based contracts,the proper allocation of the Contractor's costs must i be made according to a cost allocation plan that meets the requirements of OMB Circulars A- 87, A-122, and/or A-21. Methods used to determine and assign costs shall conform to generally accepted accounting practices and shall be consistent with the method(s) used by the Contractor to determine .costs for other operations or, programs. Such accounting standards and practices shall be subject to approval of the State. i b) For performance based milestone contracts, or for the portion of the contract amount paid j on a performance basis, the Contractor shall maintain documentation demonstrating that milestones were attained. 3. Federal Funds: For records and audit provisions governing Federal funds, please see Attachment A-2(Federally Funded Grants and Requirements Mandated by Federal Laws). i Contract Number:# DECO 1-C00637GG-3350000 Page 19 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) f F. Confidentiality: The Contractor agrees that it shall use and maintain personally identifiable information relating to individuals who may receive services, and their families pursuant to the Master Contract, or any other information, data or records marked as, or reasonably deemed; confidential by the State (Confidential Information) only for the limited purposes of the Master Contract and in conformity with applicable provisions of State and Federal law. The Contractor(i) has an affirmative obligation to safeguard any such Confidential Information from unnecessary or unauthorized disclosure and(ii)must comply with the provisions of the New York State Information Security Breach and Notification Act(General Business Law Section 899-aa; State Technology Law Section 208). G. Publicity: 1. Publicity includes, but is not limited to: news conferences; news releases;. public C announcements; advertising; brochures; reports; discussions or presentations at conferences or ! meetings; and/or the inclusion of State materials,the State's name or other such references to the State in any document or forum. Publicity regarding this project may not be released without prior written approval from the State. 2. Any publications, presentations or announcements of conferences, meetings or trainings which are funded in whole or,in part through any activity supported under the Master Contract i may not be published, presented or announced without prior approval of the State. Any such publication,presentation or announcement shall: - I a) Acknowledge the support of the State of New York and, if funded with Federal funds, the applicable Federal funding agency; and b) State that the opinions, results, findings and/or interpretations of data contained therein are the responsibility of the Contractor and do not necessarily represent the opinions, interpretations or policy of the State or if funded with Federal funds, the applicable Federal funding agency. 3. Notwithstanding the above, (i) if the Contractor is an educational research institution, the Contractor may, for scholarly or academic purposes, use, present, discuss, report or publish any material, data or analyses, other than Confidential Information, that derives from activity under the Master Contract and the Contractor agrees to use best efforts to provide copies of any manuscripts arising from Contractor's performance under this Master Contract, or if requested by the State, the Contractor shall provide the State with a thirty (30) day period in which to review each manuscript for compliance with Confidential Information requirements; or j (ii) if the Contractor is not an educational research institution, the Contractor may submit for publication, scholarly or academic publications that derive from activity under the Master Contract (but are not deliverable under the Master Contract), provided that the Contractor first submits such manuscripts to the State forty-five (45) calendar days prior to submission for consideration by a publisher in order for the State to review the manuscript for compliance with confidentiality requirements and, restrictions and to make such other comments as the State I deems appropriate. All derivative publications shall follow'the same acknowledgments and disclaimer as described in Section IV(G)(2)(Publicity)hereof. H. Web-Based Applications-Accessibility: Any web-based intranet and Internet information and applications development, or programming delivered pursuant to the Master Contract or procurement shall comply with New York State Enterprise IT Policy NYS-P08-005, Accessibility i Contract Number:# DECO 1-CO0637GG-3350000 Page 20 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) Web-Based Information and Applications, and New York State Enterprise IT Standard NYS-S08- 005, Accessibility of Web-Based Information Applications, as such policy or standard may be amended, modified or superseded, which requires that State Agency web-based intranet and Internet information and applications are accessible to person with disabilities. Web content must conform to New York State Enterprise IT Standards NYS-S08-005, as determined by quality assurance testing. Such quality assurance testing shall be conducted by the State Agency and the results of such testing must be satisfactory to the State Agency before web content shall be considered a qualified deliverable under the Master Contract or procurement. ' I. Non-Discrimination Requirements: Pursuant to Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non- discrimination provisions, the Contractor and sub-contractors will not discriminate against any employee or applicant for employment because of race, creed(religion),color,sex (including gender expression), national origin, sexual orientation, military status, age, disability, predisposing genetic characteristic, marital status or domestic violence victim status, and shall also follow the i requirements of the Human Rights Law with regard to non-discrimination on the basis of prior i criminal conviction and prior arrest. Furthermore, in accordance with Section 220-e of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the i extent that the Master Contract shall be performed within the State of New York, the Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under the Master Contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, the Contractor agrees that neither it nor its subcontractors shall by reason of race, creed, color,national origin, age, sex or disability: (a) discriminate in hiring against any New York State citizen who is qualified and I available to perform the work; or (b) discriminate against or intimidate any employee hired for the G performance of work under the Master Contract. The Contractor shall be subject to fines of$50.00 I per person per day for any violation of Section 220-e or Section 239 of the Labor Law, f i J. Equal Opportunities for Minorities and Women; Minority and Women Owned Business f Enterprises: In accordance with Section 312 of the Executive Law and 5 NYCRR 143, if the Master Contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of$25,000.00, whereby a contracting State Agency is committed to expend or does expend funds in return for labor, services, supplies, equipment,materials or any combination of the foregoing, to be performed for, or rendered or furnished to the contracting State Agency; or (ii) a f written agreement in excess of $100,000.00 whereby a contracting State Agency is committed to expend or does expend funds for the acquisition, construction, demolition,replacement, major repair- or renovation of real property and improvements thereon; or (iii) a written agreement in excess of $100,000.00 whereby the owner of a State assisted housing project is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon for such project,then the Contractor certifies and affirms that(i)it is subject to Article 15-A of the Executive Law which includes, but is not limited to, those provisions concerning the maximizing of opportunities for the participation of minority and women- owned business enterprises and (ii) the following provisions shall apply and it is Contractor's equal employment opportunity policy that: 1. The Contractor shall not discriminate against employees or applicants for employment because of race,creed,color,national origin, sex,age, disability or marital status; ! Contract Number:# DECO 1-CO0637GG-3350000 Page 21 of 25,Master Contract for Grants-'Standard'Terms and Conditions(August 2014) I 2. The Contractor shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on State contracts; 3. The Contractor shall undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation; 4. At the request of the State,the Contractor shall request each employment agency,labor union, or authorized representative of workers with which it has a collective bargaining or other j agreement or understanding,to furnish a written statement that such employment agency,labor union or representative shall not discriminate on the basis of race,creed,color,national origin, sex,age,disability or marital status and that such union or representative shall affirmatively } cooperate in the implementation of the Contractor's obligations herein;and 5. The Contractor shall state,in all solicitations or advertisements for employees,that,in the performance of the State contract, all qualified applicants shall be afforded equal employment opportunities without discrimination because of race,creed,color, national origin,sex, age, disability or marital status. ' i The Contractor shall include. the provisions of subclauses 1 — 5 of this Section (M(J), in every subcontract over$25,000.00 for the construction, demolition, replacement, major repair,renovation, planning or design of real property and improvements thereon (Work) except where the Work is for the beneficial use of the Contractor. Section 312 of the Executive Law does not apply to: (i) work, goods or services unrelated to the Master Contract; or(ii)employment outside New York State. The i State shall consider compliance by the Contractor or a subcontractor with the requirements of any Federal law concerning equal employment opportunity which effectuates the purpose of this section. i The State shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such Federal law and if such duplication or conflict exists, the State shall waive the applicability of Section 312 of the Executive Law to the extent of such duplication or conflict. The Contractor shall comply with all duly promulgated and lawful rules and regulations of the Department of Economic Development's Division of Minority and Women's Business Development pertaining hereto. K. Omnibus Procurement Act of 1992: It is the policy of New York State to maximize opportunities for the participation of New York State business enterprises, including minority and women-owned business enterprises, as bidders, subcontractors and suppliers on its procurement contracts. 1. If the total dollar amount of the Master Contract is,greater than $1 million, the Omnibus Procurement Act of 1992 requires that by signing the Master Contract, the Contractor certifies the following: a) The Contractor has made reasonable efforts to encourage the participation of State business enterprises as suppliers and subcontractors,including certified minority and women- owned business enterprises, on this project, and has retained the documentation of these efforts to be provided upon request to the State; I Contract Number:# DECO1-C00637GG-3350000 Page 22 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) i b) The Contractor has complied with the Federal Equal Opportunity Act of 1972(P.L. 92- 261),as amended; c) The Contractor agrees to make reasonable efforts to provide notification to State residents of employment opportunities on this project through listing any such positions with the Job Service Division of the New York State Department of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. The Contractor agrees to document these efforts and to provide said documentation to the State upon request; and i d) The Contractor acknowledges notice that the State may seek to obtain offset credits from foreign countries as a result of the Master Contract and agrees to cooperate with the State in these efforts. L. Workers' Compensation Benefits: 1. In accordance with Section 142 of the State Finance Law, the Master Contract shall be void and'of no force and effect unless the Contractor shall provide and maintain coverage during the life of the Master Contract for the benefit of such employees as are required to be covered by the -provisions of the Workers'Compensation Law. 2. If a Contractor believes they are exempt from the Workers Compensation insurance requirement they must apply for an exemption. M. Unemployment Insurance Compliance: The Contractor shall remain current in both its quarterly reporting and payment of contributions or payments in lieu of contributions, as applicable, to the State Unemployment Insurance system as a condition of maintaining this grant. i The Contractor hereby authorizes the State Department of Labor to disclose to the State Agency staff only such information as is necessary to determine the Contractor's compliance with the State Unemployment Insurance Law. This includes,but is not limited to,the following: j 1. any records of unemployment insurance (UI) contributions, interest, and/or penalty payment arrears or reporting delinquency; 2. any debts owed for UI contributions,interest, and/or penalties; j 3. the history and results of any audit or investigation; and 4. copies of wage reporting information. ' R Such disclosures are protected under .Section 537 of the State Labor Law, which makes it a misdemeanor for the recipient of such information to use or disclose the information for any purpose other than the performing due diligence as a part of the approval process for the Master Contract. i N. Vendor Responsibility: 1. If a Contractor is required to complete a Questionnaire, the Contractor covenants and represents that it has, to the best of its knowledge, truthfully, accurately and thoroughly i completed such Questionnaire. Although electronic filing is preferred, the Contractor may i Contract Number:# DECO 1-CO0637GG-3350000 f Page 23 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) i obtain a paper form from the OSC prior to execution of the Master Contract. The Contractor further covenants and represents that as of the date of execution of the Master Contract, there are no material events, omissions, changes or corrections to such document requiring an amendment to the Questionnaire. 2. The Contractor shall provide to the State updates to the Questionnaire if any material event(s) occurs requiring an amendment or as new information material to such Questionnaire becomes available. 3. The Contractor shall, in addition, promptly report to the State the initiation of any investigation or audit by a governmental entity with enforcement authority with respect to any alleged violation of Federal or state law by the Contractor, its employees, its officers and/or directors in connection with matters involving, relating to or arising out of the Contractor's I business. Such report shall be made within five (5) business days following the Contractor becoming aware of such event, investigation, or audit. Such report may be considered by the I State in making a Determination of Vendor Non-Responsibility pursuant to this section. 4. The State reserves the right, in its sole discretion, at any time during the term of the Master Contract: a) to require updates or clarifications to the Questionnaire upon written request; b) to inquire about information included in or required information omitted from the I Questionnaire; c) to require the Contractor to provide such information to the State within a reasonable- timeframe; and s d) to require as a condition precedent to entering into the Master Contract that the Contractor agree to such additional conditions as shall be necessary to satisfy the State that the Contractor is,and shall remain, a responsible vendor; and e) to require the Contractor to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and � organizational and financial capacity. By signing the Master Contract, the Contractor agrees to comply with any such additional conditions that have been made a part of the Master Contract. 5. The State, in its sole discretion, reserves the right to suspend any or all activities under the Master Contract, at any time, when it discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor shall be given j written notice outlining the particulars of such suspension. Upon issuance of such notice, the j Contractor must comply with the terms of the suspension order. Contract activity may resume at such time as the State issues a written notice authorizing a resumption of performance under the Master Contract. j i i 6. The State, in its sole discretion, reserves the right to make a final Determination of Non- Responsibility at any time during the term of the Master Contract based on- Contract Number:# DECO1-C00637GG-3350000 Page 24 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) I s i a) any information provided in the Questionnaire and/or in any updates, clarifications or amendments thereof;or b) the State's discovery of any material information which pertains to the Contractor's responsibility. 7. Prior to making a final Determination of Non-Responsibility, the State shall provide written notice to the Contractor that it has made a preliminary determination of non-responsibility. The State shall detail the reason(s)for the preliminary determination,and shall provide the Contractor with an opportunity to be heard: I O. Charities Registration: If applicable, the Contractor agrees to (i) obtain not-for-profit status, a Federal identification number, and a charitable registration number (or a declaration of exemption) and to furnish the State Agency with this information as soon as it is available, (ii)be in compliance, with the OAG charities registration requirements at the time of the awarding of this Master Contract - by the State and (iii) remain in compliance with the OAG charities registration requirements f throughout the term of the Master Contract. r P. Consultant Disclosure Law? If this is a contract for consulting services, defined for purposes of this requirement to include analysis, evaluation, research, training, data processing, computer ' programming, engineering, environmental, health, and mental health services, accounting, auditing, paralegal, legal, or similar services, then in accordance with Section 163 (4-g) of the State Finance F Law (as amended by Chapter 10 of the Laws of 2006), the Contractor shall timely, accurately and properly comply with the requirement to,submit an annual employment report for the contract to the agency that awarded the contract,the Department of Civil Service and the State Comptroller. Q. 'Wage and Hours Provisions: If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth I in prevailing wage and supplement schedules issued by the-State Labor Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law. Additionally, effective April 28, 2008, if this y is a public work contract covered by Article 8 of,the Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner consistent with,Subdivision 3-a of Section 220 of the Labor Law shall be condition precedent to payment by the State of any State approved sums due and owing for work done upon the project. 9 Not applicable to not-for-profit entities. Contract Number:* DECO 1-C00637GG-3350000 Page 25 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) ATTACHMENT A-1 PROGRAM SPECIFIC TERMS AND CONDITIONS Standard Clauses for All New York State Department of Environmental Conservation Contracts The parties to the attached contract,license,lease,grant,amendment or other agreement of any kind(hereinafter "the contract"or"this contract")agree to be bound by the following clauses which are hereby made a part of the contract.The word "Contractor"herein refers to any patty to the contract,other than the New York State Department of Environmental Conservation (hereinafter"Department"). A)AGENCY SPECIFIC TERIIIS AND CONDITIONS I. Postponement,suspension,abandonment or termination by the Department:Within 15 days of receipt of notice, the Contractor shall deliver to the Department all data,reports,plans,or other documentation related to the performance of this contract,including but not limited to source codes and specifications,guarantees,warranties,as-built plans and shop drawings. In any of these events,the Department shall make settlement with the Contractor upon an equitable basis as determined by the Department which shall fix the value of the work which was performed by the Contractor prior to the postponement,suspension, abandonment or termination of this contract.This clause shall not apply to this contract if the contract contains other provisions applicable to postponement,suspension or termination of the contract. - H. Conflict of Interest ' (a) Organizational Conflict of Interest-To the best of the Contractor's knowledge and belief,the Contractor warrants that there are no relevant facts or circumstances which could give rise to an organizational conflict of interest,as herein defined,or j that the Contractor has disclosed all such relevant information to the Department. (1) An organizational conflict of interest exists when the nature of the work to be performed under this contract may,without some restriction on future activities, impair or appear to impair the Contractor's objectivity in performing the work for the j Department. (2) The Contractor agrees that if an actual,or potential organizational conflict of interest is discovered at any time after j award, whether before or during performance, the Contractor will immediately make a full disclosure in writing to the J Department. This disclosure shall include a description of actions which the Contractor has taken or proposes to take, after consultation with the Department,to avoid,mitigate,or minimize the actual or potential conflict. (3) To the extent that the work under this contract requires access to personal, proprietary or confidential business or financial data of persons or other companies,and as Iong as such data remains proprietary or confidential,the Contractor shall protect such data from unauthorized use and disclosure and agrees not to use it to compete with such companies. (b) Personal Conflict of Interest -The following provisions with regard to management or professional level employee personnel performing under this contract shall apply until the earlier of the termination date of the affected employee(s)or the duration of the contract. (1) A personal conflict of interest is defined as a relationship of an employee,subcontractor employee,or consultant with an entity that may impair or appear to impair the objectivity of the employee,subcontractor employee,or consultant in performing the contract work. The Contractor agrees to notify the Department immediately of any actual or potential personal conflict of interest with regard to any such person working on or having access to information regarding this contract,as soon as Contractor becomes aware of such conflict.The Department will notify the Contractor of the appropriate action to be taken. (2) The Contractor agrees to advise all'management or professional level employees involved in the work of this contract, that they must report any personal conflicts of interest to the Contractor.The Contractor must then advise the Department which will advise the Contractor of the appropriate action to be taken. Page 1 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 (3) Unless waived by the Department,the Contractor shall certify annually that,to the best of the Contractor's knowledge and belief,all actual, apparent or potential conflicts of interest,both personal and organizational,as defined herein,have been reported to the Department.Such certification must be signed by a senior executive of the Contractor and submitted in accordance with instructions provided by the Department.Along with the annual certification,the Contractor shall also submit an update of any changes in any conflict of interest plan submitted with its proposal for this contract. The initial certification shall cover the one-year period from the date of contract award,and all subsequent certifications shall cover successive annual periods thereafter. The certification is to be submitted no later than 45 days after the close of the previous certification period covered. (4) In performing this contract,the Contractor recognizes that its employees may have access to data, either provided by the Department or first generated during contract performance, of a sensitive nature which should not be released without f Department approval. If this situation occurs, the Contractor agrees to obtain confidentiality agreements from all affected ' employees working on requirements under this contract including subcontractors and consultants.Such agreements shall contain ; provisions which stipulate that each employee agrees not to disclose, either in whole or in part, to any entity external to the Department,Department of Health or the New York Department of Law,any information or data provided by the Department or fust generated by the Contractor under this contract,any site-specific cost information,or any enforcement strategy without first obtaining the written permission of the Department.If a Contractor,through an employee or otherwise,is subpoenaed to testify or produce documents,which could result in such disclosure,the Contractor must provide immediate advance notification to the Department so that the Department can authorize such disclosure or have the opportunity to take action to prevent such disclosure.Such agreements shall be effective for the life of the contract and for a period of five(5)years after completion of the contract. i (c) Remedies-The Department may terminate this contract in whole or in part,if it deems such termination necessary to avoid an organizational or personal conflict of interest,or an unauthorized disclosure of information.If the Contractor fails to make required disclosures or misrepresents relevant information to the Department,the Department may terminate the contract, f or pursue such other remedies as may be permitted by the terms of Clause I of this Attachment or other applicable provisions of this contract regarding termination. i (d) The Contractor will be ineligible to make a proposal or bid on a contract for which the Contractor has developed the statement of work or the solicitation package f (e) The Contractor agrees to insert in each subcontract or consultant agreement placed hereunder(except for subcontracts or consultant agreements for well drilling, fence erecting, plumbing, utility hookups, security guard services, or electrical services) provisions which shall conform substantially to the language of this clause, including this paragraph (e), unless otherwise authorized by the Department. Ill. Dispute Resolution The parties agree to the following steps,or as many as are necessary to resolve disputes between the Department and the Contractor. k (a) The Contractor specifically agrees to submit,in the first instance,any dispute relating to this contract to the designated individual,who shall render a written decision and furnish a copy thereof to the Contractor. (1) The Contractor must request such decision in writing no more than fifteen days after it knew or should have known of the facts which are the basis of the dispute. (2) The decision of the designated individual shall be the final DEC determination, unless the Contractor files a written appeal of that decision with the designated appeal individual("DAP')within twenty days of receipt of that decision. (b) Upon receipt of the written appeal,the DAT,will review the record and decision.Following divisional procedures in effect at that time,the DAI will take one of the following actions,with written notice to the Contractor. (1) Remand the matter to the program staff for further negotiation or information if it is determined that the matter is not ripe for review;or (2) Determine that there is no need for further action,and that the determination of the designated individual is confirmed; or (3) Make a determination on the record as it exists. Page 2 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 (c) The decision of the DAI shall be the final DEC decision unless the Contractor files a written appeal of that decision with the Chair of the Contract Review Committee("CRC")within twenty days of receipt of that decision. The designated individual to hear disputes is: Joe DiMura,Director,Bureau of Water Compliance New York State Department of Environmental Conservation 625 Broadway,4th Floor,Albany,New York 12233-3506 (518)402-8117 The designated appeal individual to review decisions is: Alan Fuchs,Director,Bureau of Flood Protection and Dam Safety New York State Department of Environmental Conservation I 625 Broadway,4th Floor,Albany,New York 12233-3504 (518)402-8185 The Chair of the Contract Review Committee is: Department of Environmental Conservation Nancy W.Lussier,Chair Contract Review Committee 625 Broadway Albany,NY 12233-5010 Telephone:(518)402-9228 (d) Upon receipt of the written appeal,the Chair of the CRC,in consultation with the members of the CRC and the Office of General Counsel, will take one of the following actions, or a combination thereof, with written notice to the Contractor. E EE (1) Remand the matter to program staff for additional fact finding,negotiation,or other appropriate action;or [ (2) Adopt the decision of the DAI;or i (3) Consider the matter for review by the CRC in accordance with its procedures. (e) Following a decision to proceed pursuant to(d)3,above,the Chair of the CRC shall convene a proceeding in accordance with the CRC's established contract dispute resolution guidelines. The proceeding will provide the Contractor with an opportunity to be heard. j I (f) Following a decision pursuant to (d) 2 or (d) 3, the CRC shall make a written recommendation to the Deputy } Commissioner for Administration who shall render the final DEC determination. (g) At any time during the dispute resolution process,and upon mutual agreement of the parties,the Office of Hearings and I Mediation Services (OHMS) may be requested to provide mediation services or other appropriate means to assist in resolving the dispute.Any findings or recommendations made by the OHMS will not be binding on either party. (h) Final DEC determinations shall be subject to review only pursuant to Article 78 of the Civil Practice Law and Rules. I 3 (i) Pending final determination of a dispute hereunder,the Contractor shall proceed diligently with the performance of the Contract in accordance with the decision of the designated individual.Nothing in this Contract shall be construed as ' making final the decision of any administrative officer upon a question of law. 6)(1) Notwithstanding the foregoing,at the option of the Contractor,the following shall be subject to review by the CRC: Disputes arising under Article 15-A of the Executive Law,(Minority and Women Owned Business participation),the I Department's determination with respect to the adequacy of the Contractor's Utilization Plan, or the Contractor's j showing of good faith efforts to comply therewith. A request for a review before the CRC should be made,in writing, i Page 3 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 i within twenty days of receipt of the Department's determination. (2) The CRC will promptly convene a review in accordance with Article 15-A of the Executive Law and the regulations promulgated thereunder. IV. Tax Exemption Pursuant to Tax Law Section 1116,the State is exempt from sales and use taxes. A standard state voucher is sufficient evidence thereof.For federal excise taxes,New York's registration Number 14740026K covers tax-free transactions under the Internal Revenue Code. V. Litigation Support In the event the Department becomes involved in litigation related to the subject matter of this contract,the Contractor agrees to provide background support and other litigation support,including but not limited to depositions,appearances, and testimony.Any compensation paid to the Contractor under this paragraph will be negotiated and based on the rates established in the contract,or as may otherwise be provided in the contract.No compensation for such support will be paid if the litigation is the result of the Contractors misconduct,negligence or omissions. VI. Inventions or Discoveries The Scope of work of this agreement shall not include any inventions.If however,an invention results from this project it shall be owned as follows- Any invention or discovery first made or conceived and reduced to practice in the performance of this Contract solely by the Contractor shall remain with the Contractor;provided that the Contractor shall grant to the Department and the State a nonexclusive, nontransferable, irrevocable,paid-up license to practice or have practiced for on behalf of the Department and the State the subject copyright throughout the world,where the Contractor is able to do so. Any invention or discovery made or conceived and reduced to practice in the performance of this Contract solely by Department or State shall remain with the State;provided that the Department or State shall grant to the Contractor a nonexclusive,nontransferable,irrevocable,paid-up license to use for non-commercial research,educational,and public service purposes. I Any invention or discovery made or conceived and reduced to practice in the performance of this Contract jointly by Contractor and Department or State in the performance of this work shall be jointly held by the Contractor and Department or State. VII. Intellectual Property and Copyright Materials (a) Title to,and the right to determine the disposition of any copyrights,or copyrightable material,first produced or created M solely by Contractor in the performance of this work shall remain with the Contractor;provided that the Contractor shall , grant to the Department and the State a nonexclusive,nontransferable,irrevocable,paid-up license to practice or have practiced for on behalf of the Department and the State the subject copyright throughout the world,where the Contractor is able to do so. Title to,and the right to determine the disposition of any copyrights,or copyrightable material,first produced or created solely by Department or State in the performance of this work shall remain with the State;provided that the Department or State shall grant to the Contractor a nonexclusive, nontransferable, irrevocable, paid-up license to use for non- commercial research,educational,and public service purposes. Title to,and the right to determine the disposition of any copyrights,or copyrightable material,first produced or created jointly by Contractor and Department or State in the performance of this work shall be jointly held by the Contractor and Department or State. I VIII. Patent and Copyright Protection If any patented or copyrighted material is involved in or results from the performance of this Contract,this Article shall apply. i (a) The Contractor shall,at its expense,defend any suit instituted against the Department and indemnify the Department against any award of damages and costs made against the Department by a final judgment of a court of last resort based on the claim that any of the products,services or consumable supplies furnished by the Contractor under this Contract Page 4 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 infringes any patent,copyright or other proprietary right;provided the Department gives the Contractor: (1) prompt written notice of any action,claim or threat of infringement suit,or other suit,and (2) the opportunity to take over,settle or defend such action at the Contractor's sole expense,and (3) all available information,assistance and authority necessary to the action,at the Contractor's sole expense. The Contractor shall control the defense of any such suit,including appeals,and all negotiations to effect settlement, but shall keep the Department fully informed concerning the progress of the Iitigation. (b) If the use of any item(s)or parts thereof is held to infringe a patent or copyright and its use is enjoined,or Contractor believes it will be enjoined,the Contractor shall have the right,at its election and expense to take action in the following ! order of precedence: I� (1) procure for the Department the right to continue using the same item or parts thereof; (2) modify the same so that it becomes non-infringing and of at least the same quality and performance; (3) replace the item(s)or parts thereof with noninfringing items of at least the same quality and performance; i (4) if none of the above remedies are available,discontinue its use and eliminate any future charges or royalties pertaining I thereto. The Contractor will buy back the infringing product(s)at the State's book value,or in the event of a lease, the parties shall terminate the lease.If discontinuation or elimination results in the Contractor not being able to perform the Contract,the Contract shall be terminated. (c) In the event that an action at law or in equity is commenced against the Department arising out of a claim that the Department's use of any item or material pursuant to or resulting from this Contract infringes any patent,copyright or proprietary right, and such action is forwarded by the Department to the Contractor for defense and indemnification pursuant to this Article,the Department shall copy all pleadings and documents forwarded to the Contractor together with the forwarding correspondence and a copy of this Contract to the Office of the Attorney General of the State of New York.If upon receipt of such request for defense,or at any time thereafter,the Contractor is of the opinion that the allegations in such action, in whole or in part, are not covered by the indemnification set forth in this Article, the Contractor shall immediately notify the Department and the Office ofthe Attorney General of the State of New York in i writing and shall specify to what extent the Contractor believes it is and is not obligated to defend and indemnify under i i the terms and conditions of this Contract.The Contractor shall in such event protect the interests of the Department and State of New York and secure a continuance to permit the State of New York to appear and defend its interests in cooperation with Contractor as is appropriate, including any jurisdictional defenses which the Department and State shall have. (d) The Contractor shall,however,have no Iiability to the Department under this Article if any infringement is based upon or arises out of: (1) compliance with designs,plans,or specifications furnished by or on behalf of the Department as to the items; (2) alterations of the items by the Department; (3) failure of the Department to use updated items provided by the Contractor for avoiding infringement; (4) use of items in combination with apparatus or devices not delivered by the Contractor; (5) use of items in a manner for which the same were neither designed nor contemplated;or (6) a patent or copyright in which the Department or any affiliate or subsidiary of the Department has any direct or indirect interest by license or otherwise. ! (e) The foregoing states the Contractor's entire liability for,or resulting from,patent or copyright infringement or claim thereof. Page 5 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 IX. Freedom of Information Requests In response to a Freedom of Information Law(FOIL)request received by the Department,the Contractor agrees to provide to the Department records generated by the Contractor as a result of this contract's scope of work that are responsive to the FOIL request.The contractor may request that the Department except from disclosure records on the basis that thev contain trade secrets or confidential commercial information in accordance with FOIL(Public Officers Law Section 87 and 6 NYCRR Part 616). i X. Article 15-Requirements PARTICIPATION BY MINORITY GROUP MEMBERS AND WOMEN WITH RESPECT TO STATE CONTRACTS:REQUHtEMENTS AND PROCEDURES (a) General Provisions (1) The Department is required to implement the provisions of New York State Executive Law Article 15-A and 5 NYCRR I Parts 142-144("MWBE Regulations")for all State contracts as defined therein,with a value(1)in excess of$25,000 f for labor, services, equipment, materials, or any combination of the foregoing or(2) in excess of$100,000 for real property renovations and construction. I (2) The Contractor to the subject contract(the "Contractor"and the"Contract,"respectively)agrees,in addition to any other nondiscrimination provision of the Contract and at no additional cost to the New York State Department (the "Department'),to fully comply and cooperate with the Department in the implementation of New York State Executive Law Article 15-A.These requirements include equal employment opportunities for minority group members and women ("EEO") and contracting opportunities for certified minority and women-owned business enterprises,("M%VBES"). Contractor's demonstration of"good faith efforts"pursuant to 5 NYCRR§142.8 shall be a part of these requirements. These provisions shall be deemed,supplementary to,and not in lieu of,the nondiscrimination provisions required by New York State Executive Law Article 15(the"Human Rights Law")or other applicable federal,state or local laws. (3) Failure to comply with all of the requirements herein may result in a finding of non-responsiveness,non-responsibility and/or a breach of contract,leading to the withholding of funds or such other actions,liquidated damages pursuant to Section VII of this Article or enforcement proceedings as allowed by the Contract. (b) Contract Goals (1) For purposes of this procurement,the Department hereby establishes an overall goal of 20%for Minority and Women- Owned Business Enterprises("NIWBE")participation,(based on the current availability of qualified MBEs and WBEs) (2) For purposes of providing meaningful participation by NIWBEs on the Contract and achieving the Contract Goals established in Section II-A hereof,Contractor should reference the directory of New York State Certified MWBEs found at the following internet address;hgps://n, .nY ewnycontracts.com Additionally, the Contractor is encouraged to contact the Division of Minority and Woman Business Development ((518)292-5250;(212) 803-2414; or(716) 846-8200) to discuss additional methods of maximizing participation by MWBEs on the Contract. (3) Where MWBE goals have been established herein,pursuant to 5 NYCRR§142.8, Contractor must document"good faith efforts"to provide meaningful participation by MVBEs as subcontractors or suppliers in the performance of the Contract.In accordance with Section 316-a of Article 15-A and 5 NYCRR§142.13,the Contractor acknowledges,that if Contractor is found to have willfully and intentionally failed to comply with the MWBE participation goals set forth in the Contract,such a finding constitutes a breach of contract and the Contractor shall be liable to the Department for liquidated or other appropriate damages,as set forth herein. (c) Equal Employment Opportunity(EEO) (1) Contractor agrees to be bound by the provisions of Article 15-A and the MWBE Regulations promulgated by the Division of Minority and Women's Business Development of the State of Economic Development(the"Division").If any of these terms or provisions conflict with applicable law or regulations,such laws and regulations shall supersede these requirements.Contractor shall comply with the following provisions of Article 15-A: Page 6 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 (i) Contractor and Subcontractors shall undertake or continue existing EEO programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race,creed, color,national origin, sex, age, disability or marital status. For these purposes,EEO shall apply in the areas of recruitment, employment,job assignment, promotion, upgrading, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation. (ii) The Contractor shall submit an EEO policy statement to the Department within seventy two(72)hours after the date of the notice by Department to award the Contract to the Contractor. (iii) If Contractor or Subcontractor does not have an existing EEO policy statement,the Department may provide the Contractor or Subcontractor a model statement.This statement can be found at the link provided in Section 8. (iv) The Contractor's EEO policy statement shall include the following language: a. The Contractor will not discriminate against any employee or applicant for employment because of race,creed, color,national origin,sex,age,disability or marital status,will undertake or continue existing EEO programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination,and shall make and document its conscientious and active efforts to employ and utilize minority j group members and women in its work force. t b. The Contractor shall state in all solicitations or advertisements for employees that,in the performance of the contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race,creed,color,national origin,sex,age,disability or marital status. c. The Contractor shall request each employer Department,labor union,or authorized representative of workers with which it has a collective bargaining or other agreement or understanding,to fiirnish a written statement that such employer Department,labor union,or representative will not discriminate on the basis of race,creed, color, national origin, sex age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the Contractor's obligations herein. d. The Contractor will include the provisions of Subdivisions(a)through(c)of this Subsection 4 and Paragraph "E"of this Section I11,which provides for relevant provisions of the Human Rights Law,in every subcontract i in such a manner that the requirements of the subdivisions will be binding upon each subcontractor as to work { in connection with the Contract. e. EEO Contract Goals for the purposes of this procurement,the Department hereby establishes a goal of 0%o Minority Labor Force Participation,0%Female Labor Force Participation. (2) Staffing Plan Form To ensure compliance with this Section,the Contractor shall submit a staffing plan to document the composition of the proposed workforce to be utilized in the performance of the Contract by the specified categories listed,including ethnic background,gender, and Federal occupational categories. Contractors shall complete the Staffing plan as part of the N1WBE Utilization Plan and submit at the time of award of the contract. (3) Workforce Employment Utilization Report Form("Workforce Report") (i) Once a contract has been awarded and during the term of Contract, Contractor is responsible for updating and providing notice to the Department of any changes to the previously submitted Staffing Plan. This information is to be submitted on a quarterly basis during the term of the Contract to report the actual workforce utilized in the performance of the Contract by the specified categories listed including ethnic background,gender, and Federal occupational categories.The Workforce Report must be submitted to report this information. (ii) Separate forms shall be completed by Contractor and any subcontractor performing work on the Contract. (iii) In limited instances, Contractor may not be able to separate out the workforce utilized in the performance of the Contract from Contractor's and/or subcontractor's total workforce.When a separation can be made,Contractor shall submit the Workforce Report and indicate that the information provided related to the actual workforce utilized on i Page 7 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 the Contract.When the workforce to be utilized on the contract cannot be separated out from Contractor's and/or subcontractor's total workforce, Contractor shall submit the Workforce Report and indicate that the information provided is Contractor's total workforce during the subject time frame,not limited to work specifically under the Contract. ,(4) Contractor shall comply with the provisions of the Human Rights Law, all other State and Federal statutory and constitutional non-discrimination provisions.Contractor and subcontractors shall not discriminate against any employee or applicant for employment because of race,creed(religion),color, sex,national origin,sexual orientation,military status,age, disability,predisposing genetic characteristic,marital status or domestic violence victim status,and shall { also follow the requirements of the Human Rights Law with regard to non-discrimination on the basis of prior criminal conviction and prior arrest. (d) MWBE Utilization Plan (1) The Contractor represents and warrants that Contractor has submitted an MNkBE Utilization Plan either prior to,or at the time of,the execution of the contract. ` (2) Contractor agrees to use such 1VIWBE Utilization Plan for the performance of MWBEs on the Contract pursuant to the prescribed MWBE goals set forth in Section X-B-1 of this Attachment. I (3) Contractor further agrees that a failure to submit and/or use such MWBE Utilization Plan shall constitute a material breach of the terms of the Contract.Upon the occurrence of such a material breach,Department shall be entitled to any remedy provided herein,including but not limited to,a finding of Contractor non-responsiveness. (e) Waivers l (1) For Waiver Requests Contractor should use Waiver Request Form. (2) If the Contractor,after making good faith efforts,is unable to comply with IvIWBE goals,the Contractor may submit a Request for Waiver form documenting good faith efforts by the Contractor to meet such goals. If the documentation i included with the waiver request is complete,the Department shall evaluate the request and issue a written notice of acceptance or denial within twenty(20)days of receipt. (3) If the Department,upon review of the MWBE Utilization Plan and updated Quarterly MWBE Contractor Compliance Reports determines that Contractor is failing or refusing to comply with the Contract goals and no waiver has been issued in regards to such non-compliance,the Department may issue a notice of deficiency to the Contractor. The Contractor must respond to the notice of deficiency within seven(7)business days of receipt.Such response may include a request for partial or total waiver of MWBE Contract Goals. (f) Quarterly 1VlWBE Contractor Compliance Report Contractor is required to submit a Quarterly MWBE Contractor Compliance Report Form to the Department by the 10's day following each end of quarter over the term of the Contract documenting the progress made towards achievement I of the MA93E goals of the Contract. f (g) Liquidated Damages-MWBE Participation (1) Where Department determines that Contractor is not in compliance with the requirements of the Contract and Contractor refuses to comply with such requirements,or if Contractor is found to have willfully and intentionally failed to comply with the MWBE participation goals,Contractor shall be obligated to pay to the Department liquidated damages. (2) Such liquidated damages shall be calculated as an amount equaling the difference between: f�f (i) All sums identified for payment to MWBEs had the Contractor achieved the contractual MWBE goals;and I (ii) All sums actually paid to MWBEs for work performed or materials supplied under the Contract. (3) In the event a determination has been made which requires the payment of liquidated damages and such identified sums have not been withheld by the Department,Contractor shall pay such liquidated damages to the Department within sixty (60)days after they are assessed by the Department unless prior to the expiration of such sixtieth day,the Contractor has filed a complaint with the Director of the Division of Minority and Woman Business Development pursuant to Subdivision 8 of Section 313 of the Executive Law in which event the liquidated damages shall be payable if Director renders a decision in favor of the Department. (h) Forms Forms referenced in this Article can be found at htty://www.dec.Liy.eov/about/48854.htm1 Page 8 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 �4 XI. Iran Divestment Act Requirements By entering into this Agreement,Contractor certifies in accordance with State Finance Law§165-a that it is not on the "Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012"("Prohibited Entities List")posted at:http://www.oas.ny.gnv/about/regs/does/ListofEntities.pdf Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List.Contractor agrees that should it seek to renew or extend this Contract,it must provide the same certification i at the time the Contract is renewed or extended.Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract,should the state agency receive information that a person(as defined in State Finance Law§165-a)is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond.If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation,then the state agency shall take such action as may be appropriate and provided for by law,rule,or contract,including,but not limited to,imposing sanctions,seeking compliance,recovering damages,or declaring the Contractor in default. The state agency reserves the right to reject any bid, request for assignment,renewal or extension for an entity that appears on the Prohibited Entities List prior to the award,assignment,renewal or extension of a contract,and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award. i XII. Americans With Disabilities Act In the event the monies defined herein are to be used for the development of facilities,outdoor recreation areas, transportation or written or spoken communication with the public,the Contractor shall comply with all requirements for providing access for individuals with disabilities as established by Article 4A of the New York State Public Buildings Law,Americans with Disabilities Act,and relevant sections of the New York State Uniform Fire Prevention and Building Code.Standards for certain Recreation Facilities are found in the 2010 ADA Standards for Accessible Design while others are found in the Architectural Barriers Act Accessibility Guidelines for Outdoor Recreation Areas,https://www.access-board.gov/guidelines-and-standards XIII. Public Access to Facilities If applicable to the project,the Contractor agrees to allow public access to any facilities developed with monies defined herein on the same basis to all residents of New York State for a period not less than five(5)years after the date of final payment under this Contract or five(5)years after the date that the final payment was due.Failure to comply with the provisions of this clause shall be considered an abandonment of the Project. 1 XIV. Project Insurance Considerations Refer to project insurance requirements as set forth in A-1(B)Program Specific Terms and Conditions. XV. Amendment/Extensions The Contract may be amended and/or extended by mutual written consent of all parties. Amendment forms will be f incorporated into this Contract and will not take effect until approved by all applicable State agencies and final approval f by the Office of the State Comptroller,if applicable. Contract amendments may be conditioned upon funds being re- appropriated in the State Budget each state fiscal year to the Department. XVI. Environmental Protection Fund Acknowledgement If applicable,in recognition of a portion of the Department funds utilized for any work completed under this Contract, the Contractor agrees to acknowledge in any communication to die public,that such funding was provided from the Environmental Protection Fund as administered by the New York State Department of Environmental Conservation. XVII. Vendor Responsibility A. The Contractor shall at all times during the Contract term remain responsible. The Contractor agrees,if requested by the Commissioner or his or her designee,to present evidence of its continuing legal authority to do business in New York State,integrity,experience,ability,prior performance,and organizational and financial capacity. I Page 9 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 I B. The Department recommends that vendors file a required Vendor Responsibility Questionnaire online via the New York State VendRep System.To enroll in and use the NewYork State VendRep System,see the VendRep System Instructions available at hU://www.osc.state.ny.us/vendrep/vendor index.htm or go directly.to the VendRep System online at https://portal.ose.state.nyus. C. Vendors must provide their New York State Identification Number when enrolling.To request assignment of a Vendor ID or for VendRep System assistance,contact the Office of the State Comptroller's Help Desk at 866-370-4672 or 518- 408-4672 or by email at ciohelV&sk@osc.state.U.us.Vendors opting to complete and submit a paper questionnaire can obtain the appropriate questionnaire from the VendRep website www.osc.state.nv.us/vendrep or may contact the Department of the Office of the State Comptroller's Help Desk for a copy of the paper form. D. Upon written notice to the Contractor,and a reasonable opportunity to be heard with appropriate Department officials or staff,the Contract may be terminated by the Commissioner or his or her designee at the Contractor's expense where the Contractor is determined by the Commissioner or his or her designee to be non-responsible. In such event, the Commissioner or his or her designee may complete the contractual requirements in any manner he or she may, deem advisable and pursue available legal or equitable remedies for breach. XVIII. Permits r A. If applicable,the Contractor agrees to obtain all required permits,including but not limited to,local,state and federal permits prior to the commencement of any project related work. The Contractor agrees that all work performed in E relation to the project by the Contractor or its agents,representatives,or contractors will comply with all relevant federal, k state and local laws,rules,regulations and standards,zoning and building codes,ordinances,operating certificates for facilities,or licenses for an activity. r B. With'respect to the project, the contractor certifies that is has complied, and shall continue to comply with all requirements of the State Environmental Quality Review Act (SEQRA). The Contractor agrees to provide all j environmental documents as may be required by the Department. The Contractor has notified, and shall continue to notify,the Department of all actions proposed for complying with the environmental review requirements imposed by SEQRA. r XIX. Approvals The Contractor agrees that the project will be performed in accordance with the condition of any applicable administrative,judicial or governmental orders or approvals. E E XX. Site Access If applicable,the Contractor represents it has or will obtain title to or sufficient interest in the project site, including rights-of-way and necessary easements, before the start of the project to ensure undisturbed use and possession for purposes of construction and completion of the project,as well as operation of the project throughout its useful life. E 3M. Cost Overruns I If applicable,any cost overruns will not be paid by the Department and the Department is not committed to seeking {{ additional appropriations or re-appropriation of funds and will not be responsible for the maintenance and operation of f any facility which may be developed or equipment which may be purchased with the funds herein identified. I XXIL Construction Plans F c It is the Contractor's responsibility(if applicable to the Project)to have all construction contract plans,specifications and cost estimates certified by a professional engineer licensed to practice in the State of New York.All certified plans and specifications shall become part of this Contract and shall be kept on the project site at all times. 4 XXIII. Payment and Reporting A. The Contractor agrees to fully fund the Project and then seek reimbursement from the Department for eligible project costs.The Department will not process final payment for this Contract,until the Department determines that the project was completed satisfactorily and upon receipt of all required final close-out payment documentation in accordance with r the direction and requirements described in Attachment D. B. The Contractor will be entitled to receive reimbursement payments for work, projects,and/or services rendered as detailed and described in Attachment C and Attachment D of this Contract. Claims for reimbursement must be Page 10 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 t E i i accompanied by such receipts and documents verifying expenditures as may be required by the Department and by the Comptroller. Satisfactoy documentation shall include, but is not limited to, signed copies of payment vouchers or invoices,canceled checks/or the latest cumulative work-in-place estimate for each construction Contract,and any further documentation as may be required by the Department and/or the Comptroller.The Department reserves the right,in its sole discretion, to determine if the reimbursement request and accompanying documentation submitted by the Contractor is in satisfactory form and substance.A final payment determination will be based upon the Department's review of the Contractor's final voucher submission and reporting as described in Attachment D. i XXIV. On-Site Inspections The State,Department or authorized representatives will conduct a review of the Project fitnded from this Contract, ; which may include on-site inspections,at a time that is satisfactory to the Department. t XXV. Prohibition on Purchase of Tropical Hardwoods The Contractor certifies and warrants that all wood products to be sued under this contract award will be in accordance ! with,but not limited to, the specifications and provisions of Section 165 of the State Finance Law,(Use of Tropical Hardwoods)which prohibits purchase and use of tropical hardwoods,unless specifically exempted,by the State of any governmental agency or political subdivision or public benefit corporation.Qualification for an exemption under this law will be the responsibility of the contractor to establish to meet with the approval of the State.In addition,when any portion of this contract involving the use of woods, whether supply or installation, is to be performed by any subcontractor,the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in § 165 State Finance Law.Any such use must meet with the approval of the State; otherwise, the bid may not be considered responsive.Under bidder certifications,proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of the State. B) PROGRAM SPECIFIC TERMS AND CONDITIONS ! L Notices: The Department's authorized representative for the implementation of this Contract and for approval, direction and receipt of all Project reports called for in this Contract is listed below.Whenever it is provided in this Contract that notice must be given or other communications sent to the Department,the notices or communications must be in writing and delivered or sent to the Department's authorized representative at: Address: Division of Water Contract Liaison,Fiscal Plaiming and Management Section New York State Department of Environmental Conservation 625 Broadway—414 Floor Albany,NY 12233-3506 518-402-8219 A copy of all legal notices shall be sent to: General Counsel j New York State Department of Environmental Conservation 4 625 Broadway-141 Floor Albany,New York 12233-1500 ! The Contractor's authorized representative for the implementation of this Contract is the person authorized in the Resolution of Support for the contract. Notices or communications regarding this Contract should be in writing and delivered or sent to the Contractor's authorized representative at the address identified on the Face Page,with copies sent to the Contractor's contract administrator as identified in the contract application. j Notices delivered or sent shall be deemed for all purposes as notice to all persons who are Parties to this Contract as Department or Contractor. I i I w I Page 11 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 II. Project Insurance Considerations The Contractor agrees to procure and maintain at its own expense and without expense to the Department until final acceptance by the Department of the services covered by this Contract,insurance of the kinds and amounts as determined by the Department and based upon the project work plan.The insurance policies should be provided by insurance companies licensed to do business in the State of New York.Any delay or time lost as a result of the Contractor not having insurance required by the Contract shall not give rise to a delay claim or any other claim against the Department. Upon execution of this Contract,the Contractor shall furnish to the Department a certificate or certificates,satisfactory to the Department,showing that it has complied with this Article.The insurance documentation shall provide that: • Liability and protective liability insurance policies shall provide primary and non-contributory coverage to the NYS Department of Environmental Conservation for any claims arising from the Contractor's Work under this contract,or as a result of Contractor's activities. • The State of New York,NYS Department of Environmental Conservation,its officers,agents and employees, Division of Water,625 Broadway 41 Floor,AIbany,New York 12233-3508,shall be listed as Certificate Holder on all liability insurance certificate(s),as additional insureds on endorsements(s)and on additional supporting documentation. • The policies shall include a waiver of subrogation endorsement in favor of the Department as an additional I insured.The endorsement shall be on ISO Form Number CG 24 04 or a similar form with same modification to the policy. f • Policies shall not be changed or canceled until thirty(3 0)days prior written notice has been given to the Department;as evidenced by an endorsement or declarations page. • Insurance documentation shall disclose any deductible,self-insured retention,aggregate limit or any exclusion to I the policy that materially changes the coverage required by the Contract. • Endorsements in writing must be added to and made part of the insurance contract for the purpose of changing the original terms to reflect the revisions and additions as described.A copy of these endorsements must be provided to the Department within a reasonable amount of time. • Applicable insurance policy number(s)reference on the ACORD form must be referenced in the supporting 1 documentation requested by the Department and supplied by the insurance company(e.g.endorsement page, declarations page,etc.). • This Contract shall be void and of no effect unless the Contractor procures the required insurance policies and ; maintains them until completion of the work or acceptance by the Department,whichever event is later. The kinds and amounts of insurance required are as follows: i A. Workers'Compensation coverage must be provided for work to be performed in New York State. The Contractor shall provide and maintain full New York State coverage during the life of this contract for the benefit of such employees as are required to be covered by the New York State Workers'Compensation Law. Evidence of Workers'Compensation and Employers Liability coverage must be provided on one of the following i forms specified by the Chairman of the New York State Workers'Compensation Board: FORM 4 FORM TITLE C-105.2 Certificate of Workers'Compensation Insurance U-26.3 State Insurance Fund Version of the C-105.2 form j SI-12l GSI-105.2 Certificate of Workers'Compensation Self-Insurance j i I i CE-200 Certificate of Attestation of Exemption—(no employees) B. Disability Benefits coverage must be provided for work to be performed in New York State. The Contractor shall provide and maintain coverage during the life of the contract for the benefit of such employees as are required to be f Page 12 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 J covered by the New York State Disability Benefits Law. Any waiver of this requirement must be approved by the Department of Environmental Conservation and will only be granted in unique or unusual circumstances. Evidence of Disability Benefits coverage must be provided on one of the following forms specified by the Chairman of the New York State Workers'Compensation Board: FORM# FORINT TITLE DB-120.1 Certificate of Disability Benefit Insurance DB-155 Certificate of Disability Benefit Self-Insurance CE-200 Certificate of Attestation of Exemption—(no employees) E An ACORD form is NOT an acceptable proof of Workers'Compensation coverage.ALL OF THE ABOVE REFERENCED FORMS,EXCEPT CE-200,SI-12&DB-155 MUST NAME The State of New York and The New York State Department of Environmental Conservation,Division of Water,625 Broadway 41 Floor,Albany,NY 12233-3508,as the Entity Requesting Proof of Coverage. I Additional information can be obtained at the Worker's Compensation website: hgp://www.wcb.ny.gov/content/main/Employers/Emp1oers.Lp Upon review of the scope of work outlined in the Grant Application by the Department,the following types of liability insurance may be required: C. Commercial General Liability Insurance with a limit of not less than$2,000,000 each occurrence,and$5,000,000 General aggregate.Such insurance shall cover liability arising from premises operations,independent contractors, products-completed operations,broad form property damage,personal and advertising injury,cross liability assumed in a contract(including tort liability of another assumed in a contract). Limits may be provided through a combination of primary and umbrella/excess liability policies.The CGL aggregate shall be endorsed to apply on a per project basis for construction contracts. D. Business Automobile Liability with a limit of not less than$1,000,000 each accident.Such insurance shall cover liability arising out of any registered motor vehicle including owned,leased,hired and non-owned vehicles.If the Contractor does not own,rent or lease any registered vehicles and will not be using any vehicles on State Land proof of Business Automobile Liability Insurance shall not be required for this Contract. The Contractor shall assume full responsibility and liability that owners and operators of any registered vehicles entering State Land to conduct work under this contract carry the same Business Automobile Liability Insurance of the kinds and amounts listed above. NYS Department of Environmental Conservation reserves the right to request proof of the same. E. Environmental Liabilitywith a limit of not less than$1 000 000 providing rim coverage for bodily injury and { P aP u"Y g Y� JvY property damage,including loss of use of damaged property or of properly that has not been physically injured Such policy shall provide coverage for actual,alleged or threatened emission,discharge,dispersal,seepage,release or escape of pollutants,including any loss,cost or expense incurred as a result of any cleanup of pollutants or in the investigation,settlement or defense of any claim,suit,or proceedings against the Department of Environmental Conservation arising from the Contractor's Work. F. Professional Liability Insurance includes coverage for its negligent act,error or omission in rendering or failing to render professional services required by this contract arising out of specifications,installation,modification, abatement,replacement or approval of products,materials or processes containing pollutants,and the failure to advise of or detect the existence or the proportions of pollutants. The Contractor,any subcontractor or supplier retained by the Contractor to work on the contract shall procure and maintain during and for a period of three(3)years after completion of this contract,Professional Liability Insurance in the amount of$1,000,000.The professional liability insurance may be issued on a claims-made policy form,in which case the Contractor shall purchase at its sole expense,extended Discovery Clause coverage of up to three(3)years after work is completed if coverage is cancelled or not renewed. G. Marine Protection&Indemnity:Anytime the activity involves work on navigable water or the work is connected to water related activities,the Contractor shall procure Marine Protection&Indemnity and Hull and Machinery Page 13 of 19,Attachment A-1 Agency Specific,Teims and Conditions September 2017 f coverage,if available.Hull and Machinery coverage shall be provided for the total value of the watercraft or equipment.The Contractor shall obtain Protective and Indemnity Liability insurance for all marine operations under the contract,with a minimum$2,000,000 Iimit. Should the Contractor engage a subcontractor,the Contractor shall impose the insurance requirements of this document on the subcontractor.Contractor shall determine the required insurance types and limits,commensurate with the work of the Subcontractor. The Contractor will maintain the certificate or certificates and endorsements for all subcontractors hired as part of the Contractor's records. In addition,for Land Acquisition projects:The contractor will purchase a policy of title insurance in the amount equivalent to the purchase price of the land acquisition,issued by a Title Company licensed by the State of New York and in a form acceptable to the New York State Department ofEnvironmental Conservation,naming the contractor as the insured party. i M. Local Share Requirements as applicable to each program set forth below in(A),(B)and(C): A. For Round 14 Non-agricultural Nonpoint Source Abatement and Control,Salt Storage,Land Acquisition for Source i Water Protection, Aquatic Habitat Restoration, and Municipal Separate Storm Server System projects types, the Contractor must provide an eligible share of least twenty-five percent(25%)of approved project costs of up to the Contract Funding Amount identified on the face page. This percentage will be specified in the Attachment B-1 (Expenditure Budget).The Contractor share cannot be paid with state or federal grant funds. B. For Round 14 Higli Priority Wastewater Treatment Plant projects,the Contractor must provide an eligible share of least f fifteen percent(15%)of approved project costs of up to the Contract Funding Amount identified on the face page.This percentage will be specified in the Attachment B-1 (Expenditure Budget).The Contractor share cannot be paid with state or federal grant funds. C. For Round 14 General Priority Wastewater Treatment Plant projects,the Contractor must provide an eligible share of least sixty percent(60%)of approved project costs of up to the Contract Funding Amount identified on the face page. This percentage will be specified in the Attachment B-1 (Expenditure Budget). The Contractor share cannot be paid with state or federal grant funds. IV. Project Implementation The Contractor agrees to proceed expeditiously with the Project and shall complete the Project in accordance with the performance measures set forth in Attachment C(Work Plan)or any amendments to such Work Plan which are approved by the Department in writing and the Office of State Comptroller when applicable. 1 V. For Projects Involving Construction(in addition to Attachment A.1.A.Article XXII—Construction Plans) i A. The Contractor agrees that it shall notify the Department in writing thirty (30) calendar days prior to the start of I construction or,if the start of construction began on or after May 1,20.17,upon approval of the Contract the Contractor shall notify the Department in writing thirty(30)calendar days as to the status of any construction B. The Contractor agrees that it shall notify the Department in writing thirty(30)days following initial start-up operation of the Project. C. The Contractor agrees that it shall cause the Project to be designed and constructed in accordance with the engineering report or facilities plan, and if applicable to the project, the plans and specifications for the Project shall be stamped with the seal of a licensed professional engineer and shall be signed with the personal signature of such engineer in compliance with Education Law§7209(1)and(2),and which have been delivered to and approved by the Department, as well as any amendments thereto. D. The Contractor agrees to use NYS Office Office of General Services design and construction specifications for salt storage construction projects. haps://online.oes.a.ggv/DNC/MasterSpec04NIasterSpecListing.asp?Div-13 Section 133423-Rectangular Salt Storage Stnicture Section 133424--Dome Salt Storage Structure i E. The Contractor agrees that it shall permit the Department to participate in all its meetings and conferences with respect Page 14 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 to the Project.Upon request from the Department,the Contractor must submit to the Department reports,documents, data,contractual documents,administrative records and other information pertinent to the Project. F. The Contractor agrees to permit representatives of the Department to have unrestricted access to the Project at all reasonable times,and all contracts of the Contractor for construction or operation of all or a portion of the Project shall contain provisions that permit such access to the Project or work relating to the Project,wherever it is in preparation or progress,and that contractors or subcontractors shall provide proper facilities for such access and inspection and shall i permit extracts and copies of Project records to be made by the representatives of the Department. G. Within sixty (60) calendar days after the end of the Contract Term, or upon final completion of the Project, the Contractor agrees that it will deliver the following to the Department: i I. A certification stating that the Project has been completed in accordance with this Contract,and constructed per the , approved plans and specifications,and any approved amendments thereto. i 2. The certified "as built"plans and specifications for the Project. Any work not in accordance with the approved E plans and specifications shall be remedied,unless such non-compliance is agreed to be waived by the Department. 3. The Contractor shall retain all as-built plans and specifications for the Project for the useful life of the Project. VI. Useful Life of Project - A. In Perpetuity(Conservation easements) F For land acquisition or conservation easements obtained for the protection of water supplies,the useful life is in perpetuity-. i B. 30 Years(wastewater treatment,and other capital projects such as salt storage facilities) The Contractor agrees that it is fully responsible for ensuring the proper and efficient monitoring,-operation and ! maintenance of the Project satisfactory to the Department,including,but not limited,to retaining a sufficient number of qualified staff and ensuring performance of required tests and requirements. After completion of the Project, the Contractor shall,for a period of thirty(30)years unless another period of time is specified in the attached Work Plan (the useful life of the Project as provided in the State Finance Law§61]),operate the Project or otherwise cause the i Project to be operated properly in a sound and economical manner and shall maintain,preserve and keep the Project,or cause the Project to be maintained,preserved and kept,in good repair,working order and condition and shall make,or cause to be made,all necessary and proper repairs,replacements and renewals from time to time,so that at all times the Project may be operated properly in a manner consistent with the Project performance standards contained in the engineering report of facilities plan for the Project,with this Contract and with the requirements of any related permit or other governmental approval of the Project. 1 , C. 20 Years(other nonpoint source and aquatic habitat restoration projects) SFL§61 provides useful life expectancies for things such as culverts and environmental restoration projects.Here the Contractor agrees that it is fully responsible for ensuring the proper and efficient monitoring,operation and maintenance f of the Project satisfactory to the Department.After completion of the Project,the Contractor shall,for a period of twenty If (20)years unless another period of time is specified in the attached Work Plan(the useful life of the Proj ect as provided in the State Finance Law§61]),operate the Project or otherwise cause the Project to be operated properly in a sound and economical manner and shall maintain, preserve and keep the Project, or cause the Project to be maintained, i preserved and kept,in good repair,working order and condition and shall make,or cause to be made,all necessary and proper repairs,replacements and renewals from time to time,so that at all times the Project may be operated properly in a manner consistent with the Project performance standards contained in the engineering report of facilities plan for the Project,with this Contract and with the requirements of any related permit or other governmental approval of the Project. i D. 5 years("other"projects not covered in A.of B.,e.g.,hydro-seeding) SFL§61 provides useful life expectancies for projects not otherwise specified.Any work of construction,improvement, or purpose not covered by other provisions of SFL§16 have a five-year useful life.Here the Contractor agrees that it is fully responsible for ensuring the proper and efficient monitoring,operation and maintenance of the Project satisfactory j to the Department.After completion of the Project,the Contractor shall,for a period of five(5)years unless another 1 period of time is specified in the attached Work Plan(the useful life of the Project as provided in the State Finance Law 1 Page 15 of 19,Attachment A-I Agency Specific Terms and Conditions September 2017 1 f §61]),operate the Projector otherwise cause the Project to be operated properly in a sound and economical manner and shall maintain,preserve and keep the Project,or cause the Project to be maintained,preserved and kept,in good repair, working order and condition and shall make,or cause to be made,all necessary and proper repairs,replacements and renewals from time to time,so that at all times the Project may be operated properly in a manner consistent with the Project performance standards contained in the engineering report of facilities plan for the Project,with this Contract and with the requirements of any related permit or other governmental approval of the Project. VII. Signage In addition io requirements in A.LA.XVI(Environmental Protection Fund Acknowledgement),the Department may require the installation of a project sign which identifies the EPF/Clean Water Infrastructure Act as a source of funding as outlined in the requirements and specifications attached to and made part of this contract as Attachment E. i { For projects with multiple finding sources the Contractor acknowledges that a portion of this grant is funded by the i Department as a Water Quality Improvement Project.The Contractor agrees to identify the Department as a source of funding for this project in any communications to the public.The Department may require the installation of a project sign which identifies it as a source of funding as outlined in the requirements and specifications attached to and made part of this contract as Attachment E. l VIII. Period of Eligible Costs Only those eligible project related costs incurred on or after May 1,2017 will be eligible for reimbursement of grant funding.The eligibility of project costs for each project type is defined in the request for applications for each project type. k DL Planning and Design costs Planning and design costs for nonpoint source control and abatement projects,salt storage facilities,and aquatic habitat restoration projects may be considered eligible if they are associated with implementing a project.Planning and design costs cannot exceed 20%of the award amount. X. Nonpoint Source Pollutant Load Reduction For Nonpoint Source Pollution reduction projects and salt storage facilities,prior to contract execution,the Contractor shall provide a report of estimates of pollutant load reduction as required by the Department. XI. MS4 Lead Applicant Self-Certification For Municipal Separate Storm Sewer System(MS4)projects that involve more than one municipality,the lead applicant must certify that an Inter-Municipal Agreement or a signed commitment exists between the Lead Applicant and each participating MS4 stating the participating MS4's commitment and willingness to deliver each output attributed to them in the contract work plan as described in Attachment F. XII. Land Acquisition Projects for source water protection pursuant to Title 33 of Article 15 of the Environmental Conservation Law. A. "Land acquisition projects" mean open space acquisition projects undertaken with willing sellers including, but not limited to, the purchase of conservation easements, undertaken by a municipality, a not-for-profit corporation, or purchase of conservation easements by a soil and water conservation district. B. All land acquisition projects shall be undertaken in the state of New York. C. The commissioner is authorized to provide state assistance to municipalities,not-for-profit corporations and soil and water conservation districts to undertake land acquisition projects for source water protection, in cooperation with willing sellers.Land acquisition projects for source water protection shall support,expand or enhance drinking water quality protection,including but not limited to aquifers,watersheds,reservoirs,lakes,rivers.and streams. D. 1.Any buffer encumbered by a conservation easement acquired pursuant to ECL§15-3303 that encumbers lands used in agricultural production as defined in section three hundred one of the agriculture and markets law in a county designated state certified agricultural district created under section three hundred three of the agriculture and markets law may allow agricultural activity that qualifies such lands, provided such activity on such lands does not impair Page 16 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 drinking water and complies with an agricultural environmental management program plan developed by the state soil and water conservation committee,in partnership with the department. 2.Notwithstanding any limitations provided herein on lands acquired pursuant to ECL Article 15 Title 33 a license or easement may be granted by the owner of such property to a public utility for a public purpose. E. 1. No state assistance may be provided pursuant to ECL §15-3303 to fund any land acquisition project which is undertaken by eminent domain unless such process is undertaken with a willing seller. i 2.The department shall not provide finding pursuant to ECL§15-3303 for any land acquisition proj ect for source water ' protection by a not-for-profit corporation, if any town, village or city within which such a project is located, by resolution,within ninety days of notification by such corporation of its interest in acquiring such projects,objects to such acquisition. L a. A not-for-profit contractor shall notify any town,village or city within which such a project is located of its E interest in acquiring such project and inform them they have 90 days to object by resolution. I b. A not-for-profit contractor shall provide the Department with copies of such notifications and all responses received from any town,village or city,or certify to the Department that no responses were received within 90days. F. Real property acquired,developed, improved,restored or rehabilitated by or through a municipality or not-for-profit corporation with funds made available pursuant to ECL Article 15 Title 33 shall not be sold,leased,exchanged,donated j or otherwise disposed of or used for other than the public purposes of ECL Article 15 Title 33 without the express authority of an act of the legislature,which shall provide for the substitution of other lands of equal environmental value and fair market value and reasonably equivalent usefulness and location to those to be discontinued,sold or disposed of;and such other requirements as shall be approved by the commissioner. 1 G. If the state acquires a real property interest in land purchased by a municipality or not-for-profit with funds made available pursuant to ECL Article 15 Title 33,the state shall pay the fair market value of such interest less the amount of funding provided by the state pursuant to ECL§15-3303. i I H. Contractor agrees to provide the Department with a shape file suitable for locating acquired parcels on a geographical i information system platform. I I. Land Purchase and Conservation Easement Requirements The Department will thoroughly review all documentation and only reimburse for land purchases and Conservation Easements that provide for the protection of source water as set forth in Title 33 of Article 15 of the Environmental Conservation Law(ECL).The following are conditions of land acquisitions: a. Easement document must include all necessary-requirements to fulfill the objective of ECL Article 15,Title 33. b. Lands currently protected by a federal or state easement program are not eligible for fumding under this grant. c. Conservation Easements must be acquired in perpetuity. d. Conservation easements must be acquired pursuant to Article 49,Title 3 of the New York State Environmental Conservation Law. e. If the property is used for activities which interfere with the accomplishment of approved purposes, the violating activities must cease and any resulting adverse effects must be remedied. f. Contractor must describe in detail protocols for stewardship, monitoring and enforcement of properties or easements as part of their Nvork plan. , g. Monitoring and enforcement of properties or easements obtained with funding from this contract may be performed by a subcontractor.The subcontractor's role and responsibilities must be outlined in this contract's work plan. h. Public access will be reviewed and approved by DEC on a case-by-case basis. The contractor must provide I written documentation that public access would not have an impact to the drinking water supply.In the case of a municipality,this documentation is to be provided at the earliest date practicable but not later than 120 days prior to closing.In the case of a Not-for-Profit or Soil and Water Conservation District,documentation shall be provided concurrently with notification of the municipality of its interest in acquiring such projects. } Page 17 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 L Documentation must contain a thorough description and maps showing access points, proposed activities,and proximity to the water supply L Contractor agrees to provide a summary of existing property conditions prior to acquisition signed by both seller and Contractor. j. Appraisals are required prior to reimbursement. Appraisals must be completed by a state general certified appraiser following the Uniform Standards of Professional Appraisal Practice(USPAP). Two appraisals are required when appraised value is over$300,000. k. Boundary surveys and maps are required for all properties and shall identify the protected property and any exclusion areas that are not protected.Surveys must be completed by a professional land surveyor licensed to practice in New York and must be recorded in the County Clerk's office prior to the recording of a conservation easement in the County Clerk's office. 1. i. Appraisals, surveys, titles and easement language (if applicable) will be reviewed by DEC. No reimbursement will be made until the final approval is given by the Department in. Final approval from the Department'is required L prior to closing;or ii. in the event that the closing has already taken place,immediately following execution of this contract. DEC will have a minimum of 120 days to review and approve or disapprove the parcel(s)being - proposed I Riparian Buffer Requirements(Surface Water Supplies only) a. Riparian buffers must be vegetated using only native trees,shrubs and grasses appropriate for site conditions. b. Riparian buffers must have a minimum average width of 100 feet,measured from the edge of the streambank, f if they are adjacent to tributaries. i c. Riparian buffers must have a minimum average width of 300`feet,measured from the edge of the shoreline,if they are adjacent to reservoirs,lakes or ponds. d. For newly created or restored buffers,the contractor must develop and implement a maintenance plan during the buffer establishment period,defined as 3-5 years after planting of vegetation. e. Streambanks must be stable prior to creation or restoration of riparian buffers. f. Selective cutting of trees,removal of invasive species,or supplemental planting of trees,shrubs,or grasses are allowed provided they improve habitat and function of the riparian buffer or remove,mitigate,or warn against unreasonable harm to people,property or health of native species on or around the defined riparian buffer area. g. Disturbances that compromise the ecological condition of the riparian buffer area,including,but not limited to, livestock access to the riparian buffer, wood or timber harvesting, excessive mowing and recreational vehicular use must be prohibited,except as allowed by Article X1 LD above. K. Wetland Requirements(Surface Water Supplies only) i a. Project work plan must describe how the work in and near wetlands will protect drinking water supplies and ` t provide improved wetland function. b. Work within or immediately adjacent to existing wetlands must be limited to activities that will improve wetland function.Disturbances that compromise ecological functions are ineligible for funding. C. Projects cannot mitigate for impacts to regulated wetlands. Wetland mitigation projects are ineligible for funding. d. The contractor must develop and implement a maintenance plan for any wetland creation or enhancement.The maintenance plan must include protocols for addressing problems for a minimum of 3 years following creation or enhancement. L. Eligible expenses include administrative and transactional costs (e.g. property surveys, land appraisals, staff time devoted to the project)and the value of the land or development rights to be acquired by the grantee. a. The value of the land or development rights being acquired,provided such value associated with the purchase of the property or purchase of a conservation easement is from an appraisal deemed acceptable by DEC.DEC may reimburse for purchase of land or development rights above fair market value in the limited circumstances where it can be demonstrated that the property has a unique resource value.This approach recognizes the fact that outside independent appraisals will not take into account the unique resource value of a particular parcel. In such circumstances,the outside independent appraisals may be merely a bench mark for determining the fair market value of the property. DEC has the discretion and may reimburse at a price above the highest approved independent appraisal provided: 1)the price was the result of documented negotiations between the 4 Page 18 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 Grantee and the seller and 2)the Grantee demonstrated the unique resource value and how it accomplishes the objective of this program. b. Transactional costs acceptable by DEC, provided they result in final acquisition of land or perpetual conservation easement and/or restoration of new riparian buffers and are limited to:title reports,title insurance, property surveys, appraisals, certified appraisal review, easement holder and lando-vrner's legal fees to negotiate%lose the conservation easement transaction and to review title reports and,as necessary,prepare title curatives, filing fees, or other Department-approved closing costs, map and GIS/remote sensing data, environmental assessments, baseline documentation reports, stewardship or management plans, easement stewardship fee,project specific defense liability insurance fees,property taxes,and State or local real estate transfer taxes. c. Staff salaries directly devoted to or connected to the program,excluding indirect(overhead/operating)expenses 4 (Grantees will be required to document time works,tasks,pay ratio and payment,and itemize salaries according I to job title and roles/responsibilities on the program), k d. Riparian buffer or wetland restoration costs deemed acceptable by DEC. "Soft" streambank stabilization practices including but not limited to,live staking,contour wattling,erosion control matting,and root wads, are eligible for funding as part of riparian buffer restoration.Streambank stabilization costs cannot exceed 25% of the award amount. e. Value of contractual services provided by professional and technical personnel and consultants (i.e. engineering and architectural services,surveys,plans and specifications,research,design and development of a project, consultant and legal services directly related to a project, feasibility study for a property, etc.). Planning and design costs cannot exceed 20%of the ativard amount. £ Supplies and materials directly necessary to implement individual projects. g. Travel Costs(within New York State)directly associated and required to implement the program. f M. Ineligible costs: a. Out-of-state travel costs,and any travel not directly required to implement the program; b. Program costs funded from other state and/or federal funding sources; c. Indirect costs,including overhead/operating expenses(space,rent,utilities); d. Costs incurred prior to a grant award or outside of the contract term; e. Endowment funds; f. Major capital expenditures,such as equipment or computers; g. Any fee or other contribution deposited to a legal defense fund other than a conservation easement defense liability insurance policy; h. Restoration projects that include hard armoring of streambanks,including stone rip rap; i. Wetland mitigation projects; j. Projects with planning and design in excess of 20%of the award amount; k. Construction oversight; 1. Improvements to public access; in. Interest payments;and n. Forest management plans. VIII. Project Imagery Upon completion of the project,contractor shall provide the Department with a high resolution image(minimum 300 dots per inch)of the completed project and grant to the Department the right to make an unlimited number of copies and publish the image in Department publications without charge or restriction. i Page 19 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 ATTACHMENT 13-1 EXPENDITURE BASED BUDGET SUMMARY PROJECT NAME: Stormwater Runoff Remediation,Protection of Richmond Creek CONTRACTOR SFS PAYEE NAME: SUFFOLK COUNTY SOIL AND WATERCONSERVATION DISTRICT CONTRACT PERIOD: From: 05/01/2018 T6: 12/31/2018 G RANT' 31! GORY�OXEXPENSE U 9 ""14.-�zO A. -3,T R, 1.Personal Services a)Salary- $0.00 $12,727.75 0% $0.00 $12,727.75 b)Fringe $0.00 $0.00 0% $0.00 $0.00 Subtotal $0.00 $12,727.75 0 % $0.00 $12,727.75 2.Non Personal Services a)Contractual Services $11,000.00 $0.00 0 % $0.00 $11,000.00 b)Travel $0.00 $0.00 0 % $0.00 $0.00 c)Equipment $750.00 $0.00 0 % $0.00 $750.00 d)Space/Property&Utilities $0.00 $0.00 0 % $0.00 $0.00 e)Operating Expenses $0.00 $0.00 0 % $0.00 $0.00 f)Other $39,000.00 $0.00 0 % $0.00 $39,000.00 Subtotal l $50,750.00 $0.00 0% $0.00 $50,750.00 TOTALI $50,750.00 1 $12,727.75 1 25 % 1 $0.00 1 $63,477.75 Contract Number:# DECO I-CO0637GG-3350000 Page 1 of 7,Attachment B-1 -Expenditure Based Budget ATTACHMENT B-1 EXPENDITURE BASED BUDGET PERSONAL SERVICES DETAIL ,Z AT 3- L &Et" -Gsd ENMOFi, -P , i, ON, �T �TERC- J�`, N -NDEDZA- -� ky • -t K9L �fiQTJ.,R S'� TT Q NPIFOSJ�j Nw� 4,A" Soil District Technician $42,172.00 35 15 12 $6,325.80 Soil District Manager $71,753.00 35 5 12 $3,587.65 District Technician $51,169.00 35 5.5 12 $2,814.30 Subtotal $12,727.75 -Rl'a PERSONAL SERVICES TOTALI $12,727.75 Contract Number--Y DEC01-CO0637GG-3350000 Page 2 of 7,Attachment B-1-Expenditure Based Budget ----------- ATTACHMENT B-I-EXPENDITURE BASED BUDGET NON-PERSONAL SERVICES S DE TAIL T, -66 New trench drain installation $2,500.00 Disposal costs $2,500.00 Tree trimming/brush removal $2,000.00 Topsoil and seeding $4,000.00 TOTAL $11,000.00 Contract Number:# DECO 1-CO0637GG-33 50000 Page 3 of 7,Attachment B-1 -Expenditure Based Budget ' ATTACHMENT B' 'EXPENDITURE BASED BUDGET SERVICES DETAIL ' TOTAL � � � ' Contract Nuobec# Page 4of7,Attachment B'l'Expenditure Based Budget � � . . - � - � ' _ ` � � � � Signage $750.00 � � Contract Number: DECO l'COO637G8^2350000 ` Pagejof7.At�chmroto'z' Based Budget — � 'OPE'RATIlVG-EK+PENSES-vTYPEYDESCRfPT"6 J1Y..-, _ TOTAL Contract Number:# DECO 1-00063 7GO-3 3 50000 Page 6 of 7,Attachment B-1-Expenditure Based Budget ICIM 'TI X"WDES 8Z, Excavation-150 cubic yards @$35/cubic yard $5,250.00 Rip rap-40 tons @$50/ton $2,000.00, Asphalt pavement-150 tons @$100/ton $15,000.00 Silt fencing-400 linear feet @$5/ft $2,000.00 Topsoil and seed-500 square yards @ S2/sq.yard $1,000.00 Filter Cloth $1,000.00 Treated wood timber guard rail-40 linear feet @$1 00/ft $4,000.00 New asphalt walkway-175 linear feet @$50/ft $8,750.00 TOTAL $39,000.00 Contract Number:4 DECOI-000637GG-3350000 Page 7 of 7,Attachment B-1-Expenditure Based Budget ATTACHMENT C-WORK PLAN SUMMARY PROJECT NAME: Stormwater Runoff Remedlation Protection of Richmond Creek CONTRACTOR SFS PAYEE NAME: SUFFOLK COUNTY SOIL AND WATERCONSERVATION DISTRICT CONTRACT PERIOD: From: 05/01/2018 To: 12/31/2018 Project Summary: A high-level overview of the project,including the overall goal and desired outcomes. The Town of Southold has proposed installing a gravel and sand drainage swale at the end of South Harbor Road in an effort to mitigate sediment pollution that currently impacts Richmond Creek.As it is currently built,the road has a long downward slope towards a beach that is directly adjacent to Richmond Creek.The road ends at the beach.During periods of rain,silt and sediment are caned by water down the road,over the beach,and into Richmond Creek. The town's Engineering department has created a plan for a sand and gravel drainage swale that will filter and capture sediment from the stormwater runoff from South Harbor Road.One hundred and seventy five feet of the road's end will be removed and excavated to a new grade so as to create a basin. Several rip-rap swales and a check dam will be installed.The bottom of the drainage swale will remain as sand,however,and the top and sides of the drainage swale will be covered with topsoil and then seeded. The Town of Southold's Engineering department will oversee the process for surveying,designing,and construction of the drainage Swale.Local match will be provided by Suffolk SWCD employees who will be handling the administration of the grant. This new drainage swale will filter stormwater,capturing sediment and preventing it from entering Richmond Creek and the Peconie Bay. Contract Number:# DEC01-CO0637GG-3350000 Page 1 of 1 ,Attachment C-Work Plan Summary ATTACHMENT C-WORK PLAN DETAIL - --.:6•- - - - - - ) __ - - rL.— - - _-'''-Y=-''- _- ,t. vVrh-a�h+- 'd .t': - - - - - - _ �RAF^ _ s,5._'r-` - - __ - -_- - ✓.L. - -f }uy-s.l+� tom, v`✓--,it, r _ 1 Construction of South Harbor Road Drainage Swale - r%r'r°.' - - -___ _ _ Vii,. _ _ __ — __ _ _ _ _ _ ,Erf.;.••:.•,_, -= r,xi'i. j__' -__ _- _ vrn.-: r.-', .a2;i°�:t:.-.,i�:i>,}:'• .si+2s'`. - t..7.; s„i�'. *,J' •.iy'�•:alq:;_'= �.�'v. -- - - - -- - - _- _;•r:r• _a%' l_'r._:._ `ti. •niL'c ;,r';. , Tas(;s� _ •.� Tom' - - elf•!. _ - `-'\.f 1 Obtain Permit-The construction of this drainage swale will require the Town of Southold to acquire a construction permit from the DEC.The Town will apply for the permit upon execution of the Contract between NYSDEC and Suffolk SWCD. Performance Measures 1 Submit Plan/application and application to DEC Region 1 Offices-'The Town will submit the already completed plan to the DEC for a Tidal Wetlands Permit May 1 st,2018. 2 Approval of DEC Tidal Wetlands Permit for construction- It takes approximately 6 weeks to obtain permit approval from the DEC.The town will have approval for this project around June 15,2018. - v.Y•- - - _'�:,: - _ __+t, ':n �:a'::''�v?'.:r,"'' _—- __ ,.r..>� .t;}•.^_s�„?s..- :,,..-' _ - _ _ `5:_3.r=:' 2 Implement Plan-Construction-After obtaining the Wetlands permit from the DEC,the town will be ready to begin construction.Construction is expected to begin around August 1,and will be completed around September 10,2018. Performance Measures I Construction of Drainage Swale.-The Town anticipates total construction time taking five(5)weeks after breaking ground.See the attached plan of work for a detailed schedule of construction.This document is also included in the grantee documents folder. Construction is anticipated to be completed by September 10,2018. 2 Grant Closeout-Suffolk County SWCD will begin the process of closing out the grant after completion of construction and the final payments have been made.The District will complete the closeout process by December 31st,2018. Contract Number:# DEC01-CO0637OG-3350000 Page 1 of 2 ,Attachment C-Work Plan Detail ATTACHMENT C-WORK PLAN DETAIL 1byj -J 2 Grant Closeout :nn ITim , ei-,- , . , Grant Closeout-The District will work with the Town of Southold to close out the grant after the completion of construction. Performance Measures 1 Closeout-The District will close out the grant by December 31 st,2018 Contract Number:# DEC0I-000637GG-3350000 Page 2 of 2 Attachment C-Work Plan Detail ATTACHMENT D t PAYMENT AND REPORTING SCHEDULE 1. PAYMENT PROVISIONS In full consideration of contract services to be performed the State Agency agrees to pay and the Contractor agrees to accept a sum not to exceed the amount noted on the Face Page hereof. All payments shall be in accordance with the budget contained in the applicable Attachment B form(Budget),which is attached hereto. A.Advance Payment,Initial Payment and Recoupment Language(if applicable): 1.The State Agency will make an advance payment to the Contractor,during the initial period,in the amount of 25 percent(25%)the budget as set forth in the most recently approved applicable Attachment B form(Budget). 2.The State Agency will make an initial payment to the Contractor in the amount of_percent C_%)of the annual budget as set forth in the most recently approved applicable Attached B form(Budget). This payment will be no later than_days from the beginning of the budget period. 3.Scheduled advance payments shall be due in accordance with an approved payment schedule as follows: Period Amount Due Date 4.Recoupment of any advance payment(s)or initial pdyment(s)shall be recovered by crediting(100%)of subsequent claims and such claims will be reduced until the advance or initial payment is fully recovered within the contract period. Contract Number:# DEC01-C00637GG-3350000 Page 1,Attachment D-Payment and Reporting Schedule B.Interim and/or Final Claims for Reimbursement Claiming Frequency: Quarterly Reimbursement Number of Days/Claims: 30 For Quarterly,Monthly and Biannual Reimbursement Claim Frequency,the above field represents the number of days after the claim period that the claim is due to the State from the Grantee. For Interim Reimbursement as Requested by Contractor the Number of Days/Claims is not applicable. For all other selected Claim Frequency,the Number of Days/Claims represents the number of claims due under the contract and listed in the table below. Expenditure Period Dates Due Date From To Contract Number:# DECO 1-C00637GG-3350000 Page 2,Attachment D-Payment and Reporting Schedule 11.REPORTING PROVISIONS A.Expenditure-Based Reports (select the applicable report type): MNarrative/Qualitative Report The Contractor will submit,on a quarterly basis,not later than 30 days from the end of the quarter,the report described in Section III(G)(2)(a)(i)of the Master Contract El Statistical/Quantitative Report The Contractor will submit,on a quarterly basis,not later than days from the end of the quarter,the report described in Section III(G)(2)(a)(ii)of the Master Contract. Expenditure Report i The Contractor will submit,on a quarterly basis,not later than 30 days after the end date for which reimbursement is being claimed,the report described in Section III(G)(2)(a)(iii)of the Master Contract. f I RFinal Report j 4 The Contractor will submit the final report as described in Section III(G)(2)(a)(iv)of the Master Contract,no later than 30 days after the end of the contract period, f f 0 Consolidated Fiscal Report(CFR) The Contractor will submit the CFR on an annual basis,in accordance with the time frames designated in the CFR manual. For New York City contractors,the due date shall be May 1 of each year;for Upstate and Long Island contractors,the due date shall be November 1 of each year. f s I r r _ r I The Consolidated Fiscal Reporting System is a standardized electronic reporting method accepted by Office of Alcoholism&Substance Services, Office of Mental health,Office of Persons with Developmental Disabilities and the State Education Department,consisting of schedules which,in different combinations,capture financial information for budgets,quarterly and/or mid-year claims,an annual cost report,and a final claitp The CFR,which must be submitted annually,is both a year-end cost report and a year-end claiming document Contract Number:# DECOI-CO0637GG-3350000 Page 3,Attachment D-Payment and Reporting Schedule Ii I n B.Progress-Based Reports 1.Progress Reports The Contractor shall provide the report described in Section III(G)(2)(b)(i)of the Master Contract in accordance with the forms and in the format provided by the State Agency,summarizing the work performed during the contract period (See Table 1 below for the annual schedule). 2.Final Progress Report Final scheduled payment will not be due until—days after completion of agency's audit of the final expenditures 1 report/documentation showing total grant expenses submitted by vendor with its final invoice. Deadline for submission of the final report is_. The agency shall complete its audit and notify vendor of the results no later than _. The Contractor shall submit the report not later than days from the end of the contract. i C.Other Reports i i The Contractor shall provide reports in accordance with the form,content and schedule as set forth in Table 1. f i i i i i I I i E Contract Number:4 DECO 1-C00637GG-3350000 Page 4,Attachment D-Payment and Reporting Schedule TABLE 1-REPORTING SCHEDULE EPORTN N.-PERIOD �Due Date. ' 2 3 4 5 6 7 8 9 10 11 12 III.SPECIAL PAYMENT AND REPORTING PROVISIONS kk Contract Number-# DEC01-CO0637GG-3350000 Page 5,Attachment D-Payment and Reporting Schedule ATTACHMENT E —Acknowledgement of Funding Source COMMUNICATIONS WITH THE PUBLIC The Department will require that grant recipients acknowledge in any communication to the public that funding was provided from the CWIA/EPF Water Quality Improvement Project Grant and include the following: • Source of Funding: CWIA/EPF Water Quality Improvement Project Grant administered by the New York State Department of Environmental Conservation ! (NYSDEC) • Project Name and Project Sponsor i SIGNAGE REQUIREMENTS The Department will require project signs for projects meeting the following criteria: • Wastewater Treatment Improvement projects • Salt Storage Facilities projects • Land Acquisition for Source Water Protection projects • Nonpoint Source Abatement and Control and Aquatic Habitat Restoration grant awards totaling more than $50,000. All signs should be constructed in accordance with the specifications identified herein. E The Department may, in its discretion, waive this requirement if the sign cannot be reasonably maintained, the sign is not consistent with other laws, or the location of the sign would not provide a public purpose. The project sign should be maintained from the start of construction until 1 year after closeout of the project. E The cost of the project sign is a reimbursable project cost and should be included in the materials category for the project budget. i Contract Number: # Page 1 of 3 Attachment E WQIP Signage Requirements December 2017 x` 'aim" �;:i:,;�;,Yr1VrX�'L•'.^xis+-__�ary^.a `f ��.= "3 ,:t^r::1;$,{�y';.`G's. - -r--'WS+3+t!".ay=��"-"-"_�*�"`_p�,+�� _. �.-cfy`��y "�,. k'�h` ,.. MA'Sx.��i a J_,. k�, 9 ��.�'^�.vyx� �•y��'I.�:,a�e'-y.. �R`'� �.`�-S:_:r�3":`�"'.Y..�1-�` 3�:'��'s�'�F.j�'�,"'•� <.•i, ..,r,�.,.t`rti,'��,`i�a-�r.�Fp"-.,i�r.,,e:,r frni.��= ,:etsu��n.lr..t„x���^T�,.. sista:: �.,�._.� 'ks�t•'�"�va _ .��'•:c'�Frcf_,.: _ �,';:�'�F�r�:.�:_F�... NE Department • Y RK • EnvironmentalSTATE Conservation Applicant Pro*ect Name J Funding • project • • • • by , Water • • w Project Andrew M. Cuomo, Governor Basil Seggos, Commissioner Contract Number: # Page 2 of 3 Attachment E WQIP Signage Requirements December 2017 ATTACHMENT E SIGNAGE REQUIREMENTS NYSDEC Water Quality Improvement Project program SIGN SPECIFICATIONS ; Size: Horizontal format 48"wide by 24"tall. Construction Materials:Aluminum blank sign boards with vinyl sheeting. Inserts: "Applicant," and "Project Name" indicate position, size and typography for specific project applicant and project names to be inserted. Color Scheme: Background—PMS288C "BUILDING TODAY FOR A BETTER TOMORROW" graphic: ,Rectangular beam — PMS130C Hooks—White Text"BUILDING TODAY FOR" — PMS288C Text"A BETTER TOMORROW'—White NYS/DEC logo—White "Funding for this project provided by a CWIA/EPF Water Quality Improvement r Project Grant" graphic— PMS130C "Andrew M. Cuomo, Governor" and "Basil Seggos, Commissioner" graphics— White TEXT:Project Applicant and Project Name—White Type Specifications:All type is Proxima Nova Bold, 180pt. Format is: center each line of copy with title case capitalization. Production Notes:48",wide x 24" tall aluminum blanks will be covered with vinyl sheeting for application of artwork. Artwork will be silk screened on this surface. Provided artwork has been sized to 49" x 25" to provide 0.5" bleed area to all edges for print production. ; Time Period: From start of Construction until 1 year after closeout of the project. Grant recipients must provide a project name and the local project sponsor to be inserted on the sign. Contract Number: # Page 3 of 3 Attachment E WQIP Signage Requirements December 2017 i Rev.11-20-19;Law No.18-SNV-001 Town of Southold—Swale i Attachment 4 Plan or Work i Plan Detail New Sand and GrOv'el Draingge-Swale Drainage Swale,,South Harbor Road,,Peconic,N.Y. (Prepared_by,-Southold Town Engineering, June 21,2017). i 1 1 _ f 4 I { f I Page 24 of 28 � ® DATE(MM/DD/YYYY) ALS® CERTIFICATE OF LIABILITY INSURANCE 12/20/2019 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT Barbara Dammers NAME: Roy H Reeve Agency,Inc. AIC,No,Ext (631)298-4700 FAX No (631)298-3850 PO Box 54 E-MAIL bdammers@royreeve com ADDRESS 13400 Main Road INSURER(S)AFFORDING COVERAGE NAIC# Mattituck NY 11952 INSURERA New York Municipal Insurance Reciprocal INSURED INSURER B: Town of Southold INSURER C PO BOX 1179 INSURER D INSURER E Southold NY 11971 INSURER F COVERAGES CERTIFICATE NUMBER: CL19122011644 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDDIYYYY MMIDDIYYYY IX COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMA E ED 50 000 CLAIMS-MADEX OCCUR PREMISES Ea occurrence $ $25,000 Deductible MED EXP(Any one person) $ 5,000 A I Y MPLTHOLD001 01/01/2020 01/01/2021 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPUES PER GENERAL AGGREGATE $ 3,000,000 POLICY F]JEo FILOC1,000,000 PRODUCTS-COMP/OP AGG $ OTHER $ AUTOMOBILE LIABILITY =SINGLE LIMIT $ 1,000,000 Ea acadent X ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED MCATHOLD001 01/01/2020 01/01/2021 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 A EXCESS LIAB CLAIMS-MADE MECTHOLD001 01/01/2020 01/01/2021 AGGREGATE $ 20,000,000 DED I X1 RETENTION$ 10,000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A EL EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED' (Mandatory In NH) EL DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Suffolk County Soil&Water Conservation District,the County of Suffolk&the NYS DEC,Its officers,agents&employees,are listed as additional insureds with respect to general liability as per the terms and conditions of form#MPL-216(03/06)-General Liability New York Municipal Special Additional Insured Endorsement,or form#CG2013(11/85)-Additional Insured-State or Political Subdivision-permits relating to premises, as required by written contract or agreement CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Suffolk Cty Soil&Water Conservation District ACCORDANCE WITH THE POLICY PROVISIONS. The County of Suffolk&NYSDEC 423 Grlffing Avenue,Ste 110 AUTHORIZED REPRESENTATIVE Riverhead NY 11901 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD STATE OF NEW YORK WORKERS'COMPENSATION BOARD CERTIFICATE OF PARTICIPATION IN WORKERS' COMPENSATION GROUP SELF-INSURANCE la.Legal Name and Address of Business Participating in Group Self- Id.Business Telephone Number of Business referenced in box Insurance(Use Street Address Only) "la" Town of Southold 631-765-4333 54375 Main Road,PO Box 1179 Southold,NY 11971 le.NYS Unemployment Insurance Employer Registration lb.Effective Date of Membership in the Group: 01/01/2006 Number of Business referenced in box"la" 1c.The Proprietor,Partners or Executive Officers are If.Federal Employer Identification Number of Business referenced in Box"la" ❑ included(only check box if all partners/officers included) ❑ all excluded or certain partners/officers excluded 2.Name and Address of the Entity Requesting Proof of Coverage 3.Name and Address of Group Self-Insurer (Entity Being Listed as Certificate Holder) NEW YORK STATE MUNICIPAL WORKERS' Suffolk County Soil&Water Conservation District, COMPENSATION ALLIANCE The County of Suffolk&NYS DEC CLAIMS ADMINISTERED BY: 423 Gaffing Avenue,Suite 110 WRIGHT RISK MANAGEMENT Riverhead,NY 11901 900 STEWART AVENUE,SUITE 600 GARDEN CITY,NY 11530 This certifies that the business referenced above in box"la"is complying with the mandatory coverage requirements of the New York State Workers' Compensation Law as a participating member of the Group Self-Insurer listed above in box"3"and participation in such group self-insurance is still in force.The Group Self-Insurer's Administrator will send this Certificate of Participation to the entity listed above as the certificate holder lin box "2".The Group Self-Insurer's Administrator will notify the above certificate holder within 10 days IF the membership of the participant listed in box "la"is terminated.(These notices may be sent by regular mail.)Otherwise,this Certificate is valid for a maximum of one year from the date certified by the group self-insurer. If this certificate is no longer valid according to the above guidelines and the business referenced in box"]a"continues to be named on a permit, license or contract issued by the certificate holder,the business must provide the certificate holder either with a new certificate or other authorized proof the business is complying with the mandatory coverage requirements of the New York State Workers'Compensation Law. Under penalty of perjury,I certify that I am an authorized representative of the Group Self-Insurer referenced above and that the business referenced in box"la"has the coverage as depicted on this form. Certified by: Eric Hartcorn 01/01/2020—12/31/2020 (Print name of authorized representative of the Group Self-Insurer) Date Certified by: (Signature) Title: PROGRAM MANAGER Telephone Number 516-750-9409 GSI-105.2 WORKERS' COMPENSATION LAW Section 57 Restriction on issue of permits and the entering into contracts unless compensation is secured. 1.The head of a state or municipal department,board,commission or office authorized or required by law to issue any permit for or in connection with any work involving the employment of employees in a hazardous employment defined by this chapter,and notwithstanding any general or special statute requiring or authorizing the issue of such permits,shall not issue such permit unless proof duly subscribed by an insurance carrier is produced in a form satisfactory to the chair,that compensation for all employees has been secured as provided by this chapter.Nothing herein,however,shall be construed as creating any liability on the part of such state or municipal department,board,commission or office to pay any compensation to any such employee if so employed. 2.The head of a state or municipal department,board,commission or office authorized or required by law to enter into any contract for or in connection with any work involving the employment of employees in a hazardous employment defined by this chapter,notwithstanding any general or special statute requiring or authorizing any such contract,shall not enter into any such contract unless proof duly subscribed by an insurance carrier is produced in a form satisfactory to the chair,that compensation for all employees has been secured as provided by this chapter. Please Note:This Certificate is valid only through the policy dates indicated above, OR a maximum of one year after this form is approved by the authorized representatives of the Group Self-Insurer. At the expiration of those dates, if the business continues to be named on a permit or contract issued by the above government entity,the business must provide that government entity with a new Certificate.The business must also provide a new Certificate upon notice of cancellation or change in status of the policy. GSI-105.2(2-02)Reverse