HomeMy WebLinkAboutElizabeth Field Airport - Entrance Road Rehab WILLIAM McQUAID DUFFY SCOTT A.RUSSELL
TOWN ATTORNEY of s®(�g,® . Supervisor
bill.duffy@town.southold.ny.us
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DAMON A. RAGAN 0 Town Hall Annex,54375 Route 25
ASSISTANT TOWN ATTORNEY P.O.Box 1179
damonh@southoldtownny.gov G Southold,New York 11971-0959
JOHN J.BURKE , Telephone(631) 765-1939
ASSISTANT TOWN ATTORNEY CQu�(�� Facsimile(631) 765-6639
johnbu@southoldtownny.gov E E I
OFFICE OF THE TOWN ATTORNEY
TOWN OF SOUTHOLD F E B 1 0 2021
February 8, 2021 Southold Town Clerk
C&S Companies
499 Col. Eileen Col. Blvd
Syracuse,NY 13210
Attn.: Thomas Horth,P.E.
Re: Elizabeth Field Airport(0138)
Airport Entrance Road Rehabilitation
FAA AIP No.: 3-36-0029-26-2020;
File No.: 211.019.002
Dear Mr. Horth,
Enclosed,please find fully executed contract for services with C&S for Construction
Observation and Administration Services for the above mentioned project.
If you have any questions regarding the foregoing, or would like to discuss the matter
further,please do not hesitate to contact this office.
Very truly yours, <
Melissa M Mirabelli,
Secretary to the Town Attorney
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COST PLUS FIXED FEE
CONSULTANT AGREEMENT
FOR
CONSTRUCTION OBSERVATION & ADMINISTRATION
OF THE
AIRPORT ENTRANCE ROAD REHABILITATION PROJECT
AT
ELIZABETH FIELD AIRPORT
FISHERS ISLAND
TOWN OF SOUTHOLD
SUFFOLK COUNTY, NEW YORK
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FAA AIP NO. 3-36-0029-026-2020
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TABLE OF CONTENTS
ARTICLES PAGE
ARTICLE 1DESCRIPTION OF SERVICES TO BE PERFORMED .....................................................1
ARTICLE 2—PROVISION FOR PAYMENT-TIME FOR PERFORMANCE .......................................1
ARTICLE 3—STANDARD OF CARE, STANDARD PRACTICES,AND REQUIREMENTS...............3
ARTICLE4—ENTIRE AGREEMENT.......................................................................................................3
ARTICLE 5—TAXES,ROYALTIES,AND EXPENSES..........................................................................3
ARTICLE 6—CONSULTANT LIABILITY...............................................................................................3
ARTICLE 7—LABOR LAW REQUIREMENTS.......................................................................................4
ARTICLE 8—NONDISCRIMINATION PROVISIONS ............................................................................4
ARTICLE 9—WORKER'S COMPENSATION AND LIABILITY INSURANCE...................................4
ARTICLE 10—ASSIGNMENT REQUIREMENTS...................................................................................5
ARTICLE 11—ADDITIONAL SERVICES................................................................................................5
ARTICLE 12—ABANDONMENT OR AMENDMENT OF PROJECT AND TERMINATION..............6
ARTICLE 13—SUSPENSION OF SERVICES...........................................................................................7
ARTICLE 14—INTERCHANGE OF DATA..............................................................................................7
ARTICLE 15—DISPOSITION OF PROJECT DOCUMENTS..................................................................8
ARTICLE 16—CODE OF ETHICS.............................................................................................................8
ARTICLE 17—INDEPENDENT CONTRACTOR.....................................................................................8
ARTICLE 18—PATENT RIGHTS AND COPYRIGHTS..........................................................................8
ARTICLE 19—NEW YORK STATE PARTICIPATION...........................................................................8
ARTICLE 20 - FEDERAL PARTICIPATION...........................................................................................9
ARTICLE 21—MISCELLANEOUS ...........................................................................................................9
ARTICLE 22—SUBCONSULTANTS/SUBCONTRACTORS..............................................................10
ARTICLE 23—FORCE MAJEURE........................................................................................................10
ARTICLE 24—DISPUTE RESOLUTION..............................................................................................10
SCHEDULE A—SCOPE OF SERVICES....................................................................................A-1 To A-4
SCHEDULE B—COST SUMMARY AND FEE SCHEDULE........................................................B-1,B-2
SCHEDULE C—AGREED OVERHEAD...............................................................................................C-1
SCHEDULED—NOT USED.........................................................................................................................
SCHEDULE E—RESOLUTION.............................................................................................................E-1
SCHEDULE F—[INTENTIONALLY OMITTED].......................................................................................
SCHEDULE G—CERTIFICATION OF CONSULTANT.......................................................................G-1
SCHEDULE HAIRPORT AID PROGRAM............................................................................H-1 To H-7
SCHEDULE I—NEW YORK STATE DOT REQUIREMENTS ...................................................I-1 To I-5
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COST PLUS FIXED FEE CONSULTANT AGREEMENT
FOR
CONSTRUCTION OBSERVATION&ADMINISTRATION
PROJECT: Airport Entrance Road Rehabilitation
Elizabeth Field Airport–Town of Southold
This Agreement,made effective this 2 day of Fe r ,20_!;;JL ,is by and between the
Town of Southold,New York,municipal corporation having an address at P.O. Box 1179, Southold,New
York, 11971 (hereinafter referred to as the "SPONSOR"), and C&S Engineers, Inc., a New York business
corporation having its principal offices at 499 Col. Eileen Collins Boulevard, Syracuse,New York 13212
(hereinafter referred to as the"CONSULTANT").
WITNESSETH: That the SPONSOR and the CONSULTANT,for and in consideration of the mutual obligations
set forth herein and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, agree as follows:
ARTICLE 1—DESCRIPTION OF SERVICES TO BE PERFORMED
The SPONSOR hereby retains the CONSULTANT because of its ability and reputation, and the CONSULTANT
accepts such retention,to perform for the SPONSOR the services of the Project more particularly described
in Schedule(s)"A",which is attached hereto and made a part hereof(the"Basic Services").The SPONSOR's
resolution or other authorization for retaining the CONSULTANT is attached hereto and made a part hereof
as Schedule`B". The SPONSOR has completed, or will complete, a "Certification for Selection of
Consultant" in connection with the execution of this Agreement, a copy of which is attached hereto and
made a part hereof as Schedule"D".
ARTICLE 2—PROVISION FOR PAYMENT–TIME FOR PERFORMANCE
A. Basis for Payment—The SPONSOR shall pay the CONSULTANT, and the CONSULTANT shall
accept, as full compensation for the performance by the CONSULTANT of the Basic Services under
this Agreement,the following:
Item I: Direct Technical Salaries of all employees assigned to the Project on a full-time basis for
all or part of the term of this Agreement, plus properly allocable partial salaries of all employees
working part-time on the Project, all subject to audit. Overtime in accordance with the terms of
this Agreement shall be charged under this Item.
The cost of Principals' salaries(or allowable portion thereof)included in Direct Technical Salaries
during the period that they are working specifically on the Project(productive time) are eligible if
their comparable time is also charged directly to other projects in the same manner. Otherwise,
Principals' salaries are only eligible as an overhead cost.
Item H—Actual Direct Nonsalary Costs incurred during the term of this Agreement, as defined in
Schedule(s)`B",which is attached hereto and made a part hereof, all subject to audit.
Item III—Overhead Allowance based on agreed upon overhead during the term of this Agreement,
as set forth in Schedule"C",which is attached hereto and made a part hereof.
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Item IV—Fixed Fee—A negotiated lump sum fee,which in this Agreement shall equal$6,602.25.
This Fixed Fee is not subject to audit, and is not subject to review or modification unless the
SPONSOR determines that such review or modification is justifiable and advisable.
A summary of the monies due the CONSULTANT under Items I, II, III, and IV is set forth in
Schedule(s)`B".
Item V—In the event of any claims being made or actions being brought against the Project, the
CONSULTANT agrees to render assistance to the SPONSOR in responding to the claim or action.Such
assistance,and the costs associated therewith,shall be an Additional Service as described in Article
11 hereof.
B. Partial Payments—The CONSULTANT shall be paid in monthly progress payments based on actual
allowable costs incurred during the month in accordance with Section"A"of this Article. Monthly
invoices shall clearly identify the costs of the services performed. A percentage of the Fixed Fee
described in Section"A",Item IV,of this Article shall be paid with each monthly progress payment.
The percentage to be used in calculating the monthly payment under Section "A", Item IV, shall
equal the ratio of the costs expended during the billing period to the maximum amount payable
(exclusive of Fixed Fee) allocated to fulfill the terms of this Agreement as established herein.
Accounts of the CONSULTANT shall clearly identify the costs of the services performed under this
Agreement and may be subject to periodic and final audit by the SPONSOR, the New York State
Department of Transportation(NYSDOT), and the Federal Aviation Administration(FAA). Such
an audit shall not be a condition for making partial payments.
C. Final Payment—Payment of the final invoice shall be made upon completion and acceptance of
the Project by the SPONSOR,the NYSDOT, and the FAA.
The maximum amount payable under this Agreement,including the CONSULTANT's fixed fee,shall
be$59,340.00 unless there is a substantial change in the scope,complexity,character,or duration*
of the Basic Services.
*Duration is applicable to construction observation only.
Execution of this Agreement by the SPONSOR and the CONSULTANT constitutes the SPONSOR's written
authorization to the CONSULTANT to proceed as of the above-written date with the performance of Basic
Services as set forth in Schedule(s)"A".The estimated time for completion of the Basic Services under this
Agreement, subject to the provisions of the following paragraph and of Articles 12, 13 and 23 hereof,shall
be as recorded in Schedule(s)"A".
If the SPONSOR fails to make any payment due the CONSULTANT for services and expenses within forty-
five(45)days after receipt of the CONSULTANT's invoice therefor,then the amounts due the CONSULTANT
shall be increased at the rate of 1.5%per month from said forty-fifth(45 ) day. Payments will be credited
first to principal and then to interest. Additionally, the CONSULTANT may, after giving seven (7) days'
notice to the SPONSOR, suspend services under this Agreement until the invoice is paid. Upon payment in
full by the SPONSOR, the CONSULTANT shall resume performance or furnishing of services under this
Agreement, and the time schedule set forth in Schedule(s) "A" and compensation set forth in Schedule(s)
"B"hereto shall be equitably adjusted to compensate for the period of suspension.
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ARTICLE 3—STANDARD OF CARE,STANDARD PRACTICES,AND REQUIREMENTS
The standard of care for all engineering and related services performed or furnished by the CONSULTANT
under this Agreement shall be the care and skill ordinarily used by members of the CONSULTANT's
profession practicing under similar conditions at the same time and in the same locality.Before beginning
to perform or furnish any service hereunder,the CONSULTANT shall ascertain the standard practices of the
SPONSOR,the New York State Department of Transportation(the "NYSDOT"), and the Federal Aviation
Administration(the"FAA"), if any, for projects of a type similar to this Project.Where the CONSULTANT
deems it practicable to do so, the services to be provided or furnished under this Agreement shall be
performed in accordance with these standard practices as long as they are consistent with the standard of
care. If any of these standard practices are inconsistent with the CONSULTANT's standard of care or are in
conflict with one another, or if strict adherence to the same is impossible or undesirable, then the
CONSULTANT'S services may vary or deviate from such standards.
ARTICLE 4—ENTIRE AGREEMENT
This Agreement, with its accompanying Schedule or Schedules, constitutes the entire agreement between
the SPONSOR and the CONSULTANT with respect to its subject matter,and supersedes any prior agreement,
whether written or verbal,with respect to that subject matter.This Agreement may be amended or modified
only by written instrument signed by the SPONSOR and the CONSULTANT.
ARTICLE 5—TAXES,ROYALTIES,AND EXPENSES
The CONSULTANT shall pay all taxes,royalties, and expenses incurred by the CONSULTANT in connection
with performing its services under this Agreement,unless otherwise provided in Article 2.
ARTICLE 6—CONSULTANT LIABILITY
To the fullest extent permitted by law,the CONSULTANT shall indemnify the SPONSOR against, and hold it
harmless from,any suit,action,actual damage,and cost resulting solely from the negligent performance of
services or omission of the CONSULTANT under this Agreement,up to the limits of any available insurance.
Negligent performance of services, within the meaning of this Article, shall include, in addition to
negligence founded upon tort, negligence based upon the CONSULTANT's failure to meet professional
standards and resulting in obvious or patent errors in the services performed hereunder.
Nothing in this Article or in this Agreement shall create or give to third parties any claim or right of action
against the CONSULTANT or the SPONSOR beyond such as may legally exist irrespective of this Article or
this Agreement.
Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law,neither
the SPONSOR nor the CONSULTANT,their respective officers, directors,partners, employees, contractors or
subconsultants shall be liable to the other or shall make any claim 'for any incidental, indirect or
consequential damages arising out of or connected in any way to the Project or to this Agreement. This
mutual waiver of consequential damages shall include,but is not limited to, loss of use, loss of profit,loss
of business, loss of income, loss of reputation and any other consequential damages that either party may
have incurred from any cause of action including negligence, strict liability,breach of contract and breach
of strict or implied warranty. Both the SPONSOR and the CONSULTANT shall require similar waivers of
consequential damages protecting all the entities or persons named herein in all contracts and subcontracts
with others involved in this project.
The provisions of this Article 6 shall survive termination or expiration of this Agreement.
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ARTICLE 7-LABOR LAW REQUIREMENTS
The CONSULTANT, and any subconsultant or subcontractor retained by it in connection with the
performance or furnishing of services under this Agreement,shall comply with the requirements of state or
federal statutes,regulations,or orders applicable to the employment of employees,as set forth in Schedules
"H"and"I",which are attached hereto and made a part hereof.
The SPONSOR recognizes that the CONSULTANT will be required by the New York State Department of
Labor (the "NYSDOL") to compensate its personnel performing field survey work in accordance with
applicable state wage rates in effect at the same time services are performed. The SPONSOR understands
that the CONSULTANT has no control over these labor rates and their periodic increases. Therefore, the
SPONSOR agrees to compensate the CONSULTANT for field survey services included as a part of this
Agreement in accordance with the NYSDOL Prevailing Rate Schedule,which is incorporated by reference
into this Agreement. Furthermore, the SPONSOR shall compensate the CONSULTANT for all increases in
labor costs, including applicable overhead and profit, when those increases occur by direction of the
NYSDOL. Billings for, and payments by the SPONSOR of, these increases will take place routinely in
accordance with the appropriate terms of this Agreement and these increases will be paid as an additional
cost over and above the agreed amount.
ARTICLE 8—NONDISCRIMINATION PROVISIONS
During the performance of its services under this Agreement, the CONSULTANT, and any subconsultant,
subcontractor, or vendor retained by it, shall comply with the nondiscrimination requirements set forth in
Schedules"H"and"I"hereto, as applicable to this Project.
The CONSULTANT will include the provisions of Schedules"H"and"I"in every subconsultant agreement,
subcontract, or purchase order in such a manner that such provisions will be binding upon each
subconsultant,subcontractor,or vendor as to operations to be performed within the State of New York.The
CONSULTANT will take such action in enforcing such provisions of such subconsultant agreement,
subcontract, or purchase order as the SPONSOR may direct, including sanctions or remedies for non-
compliance. If the CONSULTANT becomes involved in or is threatened with litigation by a subconsultant,
subcontractor, or vendor as a result of such direction by the SPONSOR,the CONSULTANT shall promptly so
notify the SPONSOR's legal counsel, requesting such counsel to intervene and protect the interests of the
SPONSOR.
ARTICLE 9—WORKER'S COMPENSATION AND LIABILITY INSURANCE
The CONSULTANT agrees to procure and maintain at its own expense, and without direct expense to the
SPONSOR, until final acceptance by the SPONSOR of the services covered by this Agreement, insurance of
the kinds and in the amounts hereafter provided,written by insurance companies authorized to do business
in the State of New York. Before commencing the performance of services hereunder, the CONSULTANT
shall furnish the SPONSOR a certificate or certificates, in form satisfactory to the SPONSOR, showing that it
has complied with this Article. All policies shall provide for a 30-day notice of policy cancellation to the
SPONSOR(except 10 days' notice should be provided for cancellation due to non-payment of premiums).
The kinds and amounts of insurance required are as follows:
A. Policy or policies covering the obligations of the CONSULTANT in accordance with the provisions
of any applicable worker's compensation or disability benefits law, including for the State of New
York Chapter 41, Laws of 1914, as amended, known as the Workers' Compensation Law, and
amendments thereto, and Chapter 600 of the Laws of 1949, as amended,known as the Disability
Benefits Law, and this Agreement shall be void and of no effect unless the CONSULTANT procures
such policy or policies and maintains the same in force during the term of this Agreement.
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B. Policy or policies of commercial general liability insurance, with broad form endorsement
covering,among other things,the CONSULTANT's obligation under Article 6 hereof,with limits of
liability of not less than One Million Dollars ($1,000,000) for all damages arising out of bodily
injury, including death at any time resulting therefrom sustained by one (1)person in any one (1)
accident;and,subject to that limit for each person;not less than Three Million Dollars($3,000,000)
for all damages arising out of bodily injury, including death at any time resulting therefrom,
sustained by two(2)or more persons in any one(1)accident;and not less than One Million Dollars
($1,000,000) for all damages arising out of injury to or destruction of property in any one (1)
accident, and, subject to that limit per accident, not less than Three Million Dollars ($3,000,000)
for all damages arising out of injury to or destruction of property during the policy period.
1. Liability insurance issued to and covering the liability of the CONSULTANT's
subconsultants and subcontractors,having the same policy limits as those set forth above,
with respect to all services or work performed by said subconsultants or subcontractors
under this Agreement.
2. Protective liability insurance issued to and covering the liability of the CONSULTANT with
respect to all services under this Agreement performed for the CONSULTANT by
subconsultants or subcontractors.
3. Professional liability insurance issued to and covering the liability of the CONSULTANT
with respect to all professional services performed by it under this Agreement.
The SPONSOR,the NYSDOT,and the FAA shall be additional insureds,as their interests may appear,under
the insurance coverages described in Paragraph B above,except for the coverage described in Subparagraph
(3),which coverages shall be subject to all of the terms,exclusions,and conditions of the applicable policy.
ARTICLE 10—ASSIGNMENT REQUIREMENTS
The CONSULTANT specifically agrees that:
A. It is prohibited from assigning, transferring, conveying, subletting, or otherwise disposing of this
Agreement or of its right, title, or interest herein, or its power to execute this Agreement, to any
other person,company,or corporation without the previous consent in writing of the SPONSOR,the
Commissioner of the NYSDOT, and the FAA.
B. If this provision of the Agreement is violated,the SPONSOR may terminate this Agreement for cause in
accordance with the provisions of Article 12. Furthermore, the SPONSOR shall be relieved from any
liability and obligation hereunder to the person, company, or corporation to whom the CONSULTANT
shall assign, transfer, convey, sublet, or otherwise dispose of this Agreement in violation of the
foregoing paragraph(A), and such transferee shall forfeit and lose all monies assigned to it under this
Agreement,except so much as may be required to pay its employees.
ARTICLE 11—ADDITIONAL SERVICES
If authorized in writing by the SPONSOR through a Supplemental Agreement,the CONSULTANT shall furnish
or obtain from others any service that is beyond the scope of Schedule(s)"A"("Additional Services"). The
scope and time for performance of,and payment from the SPONSOR to the CONSULTANT for,any Additional
Services (which shall be on the basis set forth in Schedule(s)`B") shall be set forth in such Supplemental
Agreement.
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ARTICLE 12—ABANDONMENT OR AMENDMENT OF PROJECT AND TERMINATION
A. ABANDONMENT OR AMENDMENT OF THE PROJECT—The SPONSOR shall have the absolute right to
abandon or to amend its Project or to change the general basis of performance at any time, and such
action on its part shall in no event be deemed a breach of this Agreement. If the SPONSOR amends its
Project or changes the general basis thereof, and the CONSULTANT is of the opinion that Additional
Services are made necessary thereby,then provisions of Article 11 of this Agreement with respect to
Additional Services shall apply. If the Sponsor abandons the Project,then the provisions of Paragraph
B(1)(b)below shall govern payment to the CONSULTANT.
B. TERMINATION
The obligation to provide further services under this Agreement may be terminated:
1. For Cause:
a. By either parry upon thirty(30)days'prior written notice in the event of substantial failure
by the other party to perform in accordance with the terms of this Agreement through no
fault of the terminating parry. Notwithstanding the foregoing, this Agreement will not
terminate as the result of such substantial failure if the party receiving notice begins,within
seven (7) days after receipt of such notice, to correct its failure to perform and proceeds
diligently to cure such failure within thirty(30) days of such receipt;provided that, if and
to the extent that such substantial failure cannot reasonably be cured within such thirty
(30)-day period, and if the party has diligently attempted to cure the failure and thereafter
continues diligently to cure the problem,then the cure period may, in the discretion of the
terminating party,be extended to sixty(60)days after the receipt of notice.
b. By the CONSULTANT upon seven(7)days' written notice if(a)the CONSULTANT believes
that it is being requested by the SPONSOR to perform or furnish services contrary to or in
conflict with the CONSULTANT's responsibilities as a licensed design professional or the
standard of care set forth in Article 3 hereof;or(b)the CONSULTANT's services are delayed
or suspended for more than ninety(90)days,consecutively or in the aggregate,for reasons
beyond the CONSULTANT's control;or(c)the SPONSOR has abandoned,or is considered to
have abandoned,the Project.
2. For convenience by the SPONSOR,effective upon the receipt of notice by the CONSULTANT.
C. PAYMENTS UPON TERMINATION
1. For Cause:
a. By the SPONSOR:If the SPONSOR terminates this Agreement for cause upon completion of
any phase of Basic Services,then progress payments due the CONSULTANT in accordance
with this Agreement for all such services performed by or furnished through the
CONSULTANT and its subconsultants, subcontractors, and vendors through the completion
of such phase shall constitute total payment for such services. If the SPONSOR terminates
this Agreement for cause during any phase of Basic Services, the CONSULTANT will also
be paid for such services performed or furnished in accordance with this Agreement by the
CONSULTANT during that phase through the date of termination on the basis specified in
Schedule(s)`B". The CONSULTANT will also be paid for the charges of its subconsultants,
subcontractors, or vendors who performed or furnished Basic Services to the extent that
such services have been performed or furnished in accordance with this Agreement through
the effective date of the termination. The SPONSOR shall also pay the CONSULTANT for all
unpaid Additional Services and unpaid Reimbursable Expenses.
b. By the CONSULTANT: If the CONSULTANT terminates this Agreement for cause upon
completion of any phase of Basic Services,then progress payments due the CONSULTANT
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in accordance with this Agreement for all such services performed or furnished by the
CONSULTANT and its subconsultants,subcontractors,or vendors through the completion of
such phase shall constitute total payment for such services.The CONSULTANT shall also be
paid for all unpaid Additional Services and unpaid Reimbursable Expenses, as well as for
the CONSULTANT's reasonable expenses directly attributable to termination in accordance
with the rates for Additional Services set forth in Schedule(s) `B"measured from the date
of termination,including fair and reasonable sums for overhead and profit and the costs of
terminating the CONSULTANT's contracts with its subconsultants, subcontractors, or
vendors.
2. For convenience
a. If the SPONSOR terminates this Agreement for convenience upon completion of any phase
of Basic Services, then progress payments due the CONSULTANT in accordance with this
Agreement for all such services performed by or furnished through the CONSULTANT
through the completion of such phase shall constitute total payment for such services. If
the SPONSOR terminates this Agreement for convenience during any phase of Basic
Services, the CONSULTANT will also be paid for such services performed or furnished in
accordance with this Agreement by the CONSULTANT during that phase through the date of
termination on the basis specified in Schedule(s)`B".Additionally,the CONSULTANT will
be paid for the charges of its subconsultants, subcontractors,or vendors who performed or
furnished Basic Services through the effective date of termination.The SPONSOR shall also
pay the CONSULTANT for all unpaid Additional Services and unpaid Reimbursable
Expenses, as well as for the CONSULTANT's reasonable expenses directly attributable to
termination in accordance with the rates for Additional Services set forth in Schedule(s)
"B" measured from the date of termination, including fair and reasonable sums for
overhead and profit and the costs of terminating the CONSULTANT'S contracts with its
subconsultants, subcontractors, or vendors.
ARTICLE 13—SUSPENSION OF SERVICES
If the CONSULTANT's services hereunder are delayed or suspended, in whole or in part, by the SPONSOR
for more than thirty (30) calendar days, consecutively or in the aggregate, through no fault of the
CONSULTANT, then the CONSULTANT shall be entitled to equitable adjustments of rates and amounts of
compensation to reflect,among other things,reasonable costs incurred by the CONSULTANT in connection
with the delay or suspension and reactivation and the fact that the time for performance of the
CONSULTANT's services hereunder has been revised. If the delay or suspension persists for more than ninety
(90) days, consecutive or in the aggregate, then the CONSULTANT may consider the Project to have been
abandoned by the SPONSOR and may terminate this Agreement for cause.
Upon the SPONSOR's resumption of its Project,and if the CONSULTANT has not terminated this Agreement
for cause,the CONSULTANT shall resume its services under this Agreement until the services are completed
and accepted, subject to any adjustment in the rates set forth in Schedule(s) `B"because of the passage of
time.
ARTICLE 14—INTERCHANGE OF DATA
During the performance of this Agreement, all technical data in regard to the Project whether(a) existing
in the office of the SPONSOR or (b) existing in the office of the CONSULTANT, shall be made available to
the other party to this Agreement without expense to such other party.
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ARTICLE 15—DISPOSITION OF PROJECT DOCUMENTS
At the time of completion of its services and upon payment in full therefor, the CONSULTANT shall make
available to the SPONSOR copies of documents prepared as the result of this Agreement. These documents
shall then become the property of the SPONSOR and the maintenance of the data therein shall be the sole
responsibility of the SPONSOR.Any reuse of the documents by the SPONSOR or others on extensions of the
Project, or on any other project, without written verification or adaptation by the CONSULTANT and its
subconsultants, subcontractors, or vendors, as appropriate, for the specific purpose intended will be at the
SPONSOR's sole risk and expense and without liability or legal exposure to the CONSULTANT or its
subconsultants, subcontractors, or vendors. The SPONSOR shall indemnify the CONSULTANT, its
subconsultants, subcontractors, and vendors against, and hold them harmless from, all claims, damages,
losses,and expenses(including reasonable expert and attorneys' fees)arising out of or resulting from such
reuse.
In the event that this Agreement is terminated for any reason, then within ten (10) days after such
termination, the CONSULTANT shall make available to the SPONSOR all data and material prepared under
this Agreement,including cover sheets,in accordance with and subject to the terms of the above paragraphs.
ARTICLE 16—CODE OF ETHICS
The CONSULTANT specifically agrees that this Agreement may be canceled or terminated if any service
under this Agreement is in conflict with the provisions of Section 74 of the New York State Public Officers'
Law, as amended,and Schedule"G",which is attached hereto and made a part hereof.
ARTICLE 17 INDEPENDENT CONTRACTOR
The CONSULTANT,in accordance with its status as an independent contractor,shall conduct itself consistent
with such status; shall neither hold itself out as nor claim to be an officer or employee of the SPONSOR by
reason hereof; and shall not,by reason hereof,make any claim, demand, or application to or for any right
or privilege applicable to an officer or employee of the SPONSOR, including, but not limited to, workers'
compensation coverage, unemployment insurance benefits, Social Security coverage, or retirement
membership or credit.
ARTICLE 18—PATENT RIGHTS AND COPYRIGHTS
Any patentable result arising out of this Agreement, as well as all information, designs, specifications,
know-how,data,and findings,shall be made available without cost to the State of New York or its licensees
and the FAA for public use. No material prepared in connection with this Project shall be subject to
copyright. The State and the FAA shall have the right to publish, distribute, disclose, or otherwise use any
material prepared under this Project, subject to the provisions of Article 15 hereof.
ARTICLE 19—NEW YORK STATE PARTICIPATION
The services to be performed in this Agreement are included in a NYSDOT Project, which is being
undertaken and accomplished by the SPONSOR and the State of New York and pursuant to which the State
of New York has agreed to pay a certain percentage of the allowable Project costs. The State of New York
is not a party to this Agreement and no reference in this Agreement to the Commissioner of Transportation
or any representative thereof, or to any rights granted to the Commissioner of Transportation or any
representative thereof or the State of New York by the Agreement,makes the State of New York a party to
this Agreement.
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The CONSULTANT and the SPONSOR agree that properly authorized officials of the State of New York may
from time to time inspect all Project documents for the purpose of insuring compliance with New York
State laws and protecting the interests of the State of New York.
ARTICLE 20-FEDERAL PARTICIPATION
The FAA is not a party to this Agreement, although the Project work program covered by this Agreement
may be financially aided in part by a Grant Agreement between the SPONSOR and the FAA. The
SPONSOR and the CONSULTANT hereby agree to comply fully with the conditions set forth in detail in
the Grant Agreement as though they were set forth in detail in this Agreement, including the requirements
set forth in Schedules "D", "G", and "H" hereto. The CONSULTANT further agrees that, by reason of
complying with the conditions of the Grant Agreement,no obligation is entailed on the part of the FAA to
the CONSULTANT.
The CONSULTANT and the SPONSOR agree that properly authorized officials of the FAA may from time
to time inspect all Project documents for the purpose of insuring compliance with Federal laws and
protecting the interests of the FAA.
ARTICLE 21—MISCELLANEOUS
A. The CONSULTANT shall require all persons employed to perform services hereunder, including its
subconsultants or subcontractors, vendors, agents, officers, and employees, to comply with
applicable laws in the jurisdiction in which the Project is located.
B. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be
affected thereby if such remainder would then continue to conform to the terms and requirements
of applicable law.
C. By execution of this Agreement,the CONSULTANT represents that it has not paid, and also agrees
not to pay, any bonus or commission for the purpose of obtaining any approval of this Agreement.
D. Any notice required under this Agreement shall be in writing,addressed to the appropriate party at
the address set forth above (as modified in writing from time to time by such party), and shall be
given personally; by registered or certified first-class mail, postage prepaid and return receipt
requested; by facsimile transmission, with confirmation of receipt; or by a nationally-recognized
overnight courier service,with proof of receipt. Notice shall be effective upon the date of receipt.
For purposes of this Agreement, failure or refusal to accept receipt shall constitute receipt
nonetheless. Either party may change its address for notice by giving notice to the other in
accordance with the terms of this paragraph.
E. This Agreement, and the interpretation and enforcement of the provisions hereof, is governed by
the laws of the State of New York.
F. SPONSOR acknowledges that:
• CONSULTANT is not recommending any action to SPONSOR or other obligated person
hereunder that would cause CONSULTANT to be considered a municipal advisor for
purposes of the Securities and Exchange Commission Registration of Municipal Advisors
Rule, 78 Fed.Reg. 67468(2013);
• CONSULTANT does not owe a fiduciary duty pursuant to Section 15B of the Securities
Exchange Act of 1934(15 U.S.C.78o-4)to SPONSOR or other obligated person with respect
to the information and material contained in this Agreement or any Project deliverable;and
• SPONSOR or other obligated person should discuss any information and material contained
in this Agreement or Project deliverable with any and all internal or external advisors and
experts that SPONSOR or other obligated person deems appropriate before acting on this
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information or material.
ARTICLE 22—SUBCONSULTANTS/SUBCONTRACTORS
All subconsultants and subcontractors performing services for or work on this Project shall be bound by the
same required provisions of this Agreement as is the CONSULTANT. As set forth above, all agreements
between the CONSULTANT and a subconsultant, subcontractor,or vendor shall include all standard required
contract provisions,and such agreements shall be subject to review by the NYSDOT and the FAA.
ARTICLE 23—FORCE MAJEURE
Any delay in or failure of performance of any party to this Agreement shall not constitute a default under
this Agreement nor give rise to any claim for damage,if and to the extent such delay or failure is caused by
occurrences or events beyond the control of the party affected, including, but not limited to, acts of God;
expropriation or confiscation of facilities or compliance with any order or request of government authority,
affecting to a degree not presently existing,the supply, availability, or use of personnel or equipment; loss
of utility services; blizzard; flood; fire; labor unrest; strikes; war; riot; or any cause the party is unable to
prevent with reasonable diligence. A party who is prevented from performing for any reason shall
immediately notify the other in writing of the reason for the nonperformance and the anticipated extent of
any delay. Additionally, if the delay resulting from any of the foregoing increases the cost of or time
required by Consultant to perform its services hereunder in an orderly and efficient manner,then Consultant
shall be entitled to an equitable adjustment in schedule and/or compensation.
ARTICLE 24—DISPUTE RESOLUTION
A. SPONSOR and the CONSULTANT agree to negotiate in good faith for a period of thirty (30) days
from the date of notice of disputes between them prior to exercising their right under the following
paragraph.The thirty-day(30)period may be extended upon mutual agreement of the parties.
B. If any dispute cannot be resolved pursuant to the above paragraph, and only if mutually agreed by
SPONSOR and CONSULTANT, said dispute and all unsettled claims, counterclaims, and other
matters in question between them arising out of or relating to this Agreement or the breach of any
provision hereof("disputes") shall be submitted to mediation by a mediator, to be selected by the
parties jointly,prior to a party initiating a legal action against the other,unless initiating mediation
would irrevocably prejudice one of the parties. It is the intention of the parties that any agreement
reached at mediation become binding. The cost of mediation shall be shared equally between the
parties.
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IN WITNESS WHEREOF,this Agreement has been executed by the SPONSOR, acting by and through the
Town of Southold who has caused the seal of his or her office to be affixed hereto, and by the
CONSULTANT, acting by and through a duly-authorized officer, effective the day and year first above-
written,subject to the approval of the Commissioner of the NYSDOT,the State Comptroller,and the FAA.
SPONSOR(S) CONSULTANT
Fishers Island Ferry District C&S Engineers,Inc.
09Z
By: By:
Thomas . Horth,P.E.
//(Print Name) t�
Title: Af ���(�^�, -LJ-----Title: Principal Engineer-Aviation Group
Date: &A- Date:
Town of Southold
By: aole-4�
Scott A.Russell
Title: Town Supervisor
Date: a I S Ia-I
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SCHEDULE A
SCOPE OF WORK
Project Title: Airport Entrance Road Rehabilitation
Airport Name: Elizabeth Field Airport—Fishers Island
Services Provided: Construction Observation&Administration
Project Description:
The CONSULTANT shall provide the following services,including construction contract administration and
construction observation, during construction of the Airfield Electric Vault Rehabilitation Project. The
Project will be constructed by the SPONSOR with grant assistance from the Federal Aviation Administration
(FAA) Airport Improvement Program (AIP) and the New York State Department of Transportation
(NYSDOT).
This project involves rehabilitating the existing entrance road to the airport. Work includes milling and
excavating a portion of the existing roadway, performing crack repairs, and reconstructing new asphalt
paved roadway. Additional improvements include edge drainage improvements and installation of access
control gate. The existing main access road is 24ft wide and approximately 475ft in length. The limits of
work would initiate near Whistler Ave.and extend approximately 350ft toward the south.The project would
also include reconstruction of the 12ft wide x 190ft long stub access drive that terminates at the tie-down
apron.
CONSULTANT shall provide the following services:
GRANT ADMINISTRATION PHASE
The CONSULTANT shall aid the SPONSOR by acting as its liaison and Project grant coordinator with FAA
and NYSDOT during the Project's design. In addition, the CONSULTANT shall assist the SPONSOR in the
preparation of paperwork required to secure funds for the Project. The specific services to be provided or
furnished for this Phase of the Project are the following:
1. Grant project set-up for the Town of Southold, the Federal Aviation Administration and
NYSDOT.
2. Preparation of the SPONSOR's DBE plan and DBE goal is not included in this project.
3. Prepare interim grant progress reports for submission to the FAA.
4. Preparation of reimbursement request packages; coordination of their execution by the SPONSOR;
and submission to the funding agencies.
5. Preparation of the FAA grant closeout package for this project.
CONSTRUCTION CONTRACT ADMINISTRATION PHASE
The Construction Contract Administration Phase shall consist of observation of the construction to become
generally familiar with the progress and quality of the Contractor's work to determine if the work is
proceeding in general conformity with the Contract Documents.In addition,the CONSULTANT shall aid the
SPONSOR by acting as its liaison and Project coordinator with the NYSDOT and the FAA during the
construction of the Project. Construction Contract Administration includes the following services:
1. Provide consultation and advice to the SPONSOR during construction, including the holding of a
pre-construction conference, weekly construction coordination meetings, and other meetings
required during the course of construction.Prepare and distribute minutes of all meetings.
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2. Review, approve, or take other appropriate action on all Contractor-required submittals, such as
construction schedules and phasing programs, shop drawings, product data, catalog cuts, and
samples.
3. Review alternative construction methods proposed by the Contractor and advise the SPONSOR of
the impact of these methods on the schedule and quality of the Project.
4. Prepare supplemental drawings and change orders necessary to execute the work properly within
the intended scope.Assist the SPONSOR in resolving contractor claims and disputes.
5. Provide interpretation of the Contract Document requirements and advise the Contractor of these
on behalf of the SPONSOR when necessary.
6. Furnish the SPONSOR one reproducible set of the record drawings for the completed Project taken
from the annotated record drawings prepared by the resident inspector based upon Contractor-
provided information.
7. Prepare reimbursement request packages; coordinate their execution by the SPONSOR; and submit
to the funding agencies.
8. Conduct pre-final and final inspections of the completed Project with the SPONSOR's airport
personnel,the FAA, and the Contractor.
9. Issue certificates of construction completion to the SPONSOR,the FAA, and the NYSDOT.
10. Perform an orderly closeout of the Project as required by the SPONSOR,the FAA,and the NYSDOT.
11. Provide assistance to the SPONSOR as a witness in any litigation that may arise from the
development or construction of the Project. Payment for this service will be as stated in Article
2(A),Item V, of the CONSULTANT Agreement for the Project,of which this Schedule forms a part.
12. Provide assistance to the SPONSOR with public outreach,public relations and social media outreach
prior to, during and post construction for this Project.
CONSTRUCTION OBSERVATION PHASE
The construction observation phase shall consist of part-time construction observation by a Chief Inspector
or inspector and supporting staff who will also:
1. Maintain a Project record in accordance with the Manual of Uniform Record Keeping (MURK)
requirements of the NYSDOT for aviation capital projects.
2. Review documents and submissions by Contractor(s) pertaining to scheduling and advise the
SPONSOR as to their acceptability.
3. Observe the Work to determine general conformity with the Contract Documents and to ascertain
the need for correction or rejection of the Work. Neither the activities of the resident engineer or
inspector and/or supporting staff nor the presence of any of them at a construction/Project site shall
relieve Contractor nor make Consultant responsible for, Contractor's obligations, duties, and
responsibilities,including,but not limited to,construction means,methods,sequences,techniques,
or procedures necessary for performing, superintending, or coordinating the Work in accordance
with the Contract Documents and any health or safety precautions or measures required by
regulatory agencies.
4. Attend and conduct pre-construction and pre-installation conferences;progress meetings; and final
inspection of the completed Project.
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5. Observe testing and inspection. Arrange for, conduct, or witness field, laboratory, or shop tests of
construction materials as required by the plans and specifications for the Project; monitor the
suitability of materials on the Project site or brought to the Project site to be used in construction;
interpret the contract plans and specifications and check the construction activities for general
compliance with the design intent; measure, compute, or check quantities of Work performed and
quantities of materials in-place for partial and final payments to the Contractor.
6. Prepare and submit inspection reports of construction activity and problems encountered as
required by the SPONSOR,the NYSDOT, and the FAA.
7. Prepare,review, and approve monthly and final payments to Contractor(s).
8. Prepare and implement a Quality Control and Assurance Plan as required by the FAA for
monitoring material requirements and properties throughout the course of construction.
The CONSULTANT agrees to perform the services in the Construction Observation Phase of this Project
during the construction contract period,estimated to be as follows:
Pre-Construction: Chief Inspector, 5 days @ 8 hrs/day (project set up, document review and
coordination)
Chief Inspector,2 days @ 8 hrs/day(pre-construction meeting)
Sr. Construction Supervisor,2 days @ 8 hrs/day(pre-construction meeting)
Principal Engineer, 14 hrs (pre-construction meeting)
Sr.Technical Administrator, 1 day @ 8 hrs/day(project document and file set up)
Shop drawing review;
Engineer, 10 hrs
Construction: Chief Inspector, 10 days @ 10 hrs/day
*Estimate travel time: 3 weeks @ 12 hrs/week
Post-Construction: Chief Inspector,3 days @ 4 hrs/day
Record drawing preparation;
Senior Designer: 10 hours
Principal Engineer: 2 hours
Administrative: Senior Technical Admin., est. 2 hours/week for 3 weeks for project reporting,
processing
Senior Technical Admin., est. 30 hours for project closeout
Grants Administration/Program Management:
Grants Administrator 10 days @ 4 hrs/day
Principal Engineer: 10 hours
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RESPONSIBILITIES/DUTIES OF INSPECTION STAFF
In general,the on-site inspection staff is responsible for monitoring construction activity on a project and
documenting their observations in a formal project record. The Project record contents and its preparation
.shall be in accordance with the NYSDOT M.U.R.K.
The M.U.R.K. System consists of the following records and duties:
1. Engineer's Daily Project Diary
2. Inspector's Daily Reports
3. Summary of Inspector's Daily Reports
4. Preparation of FAA Weekly Reports
5. Prime/Subcontractor Work Summary
6. Preparation of Material Acceptance Reports
7. Preparation of Certification and Testing Log Book
8. Review Subcontractor approval forms
9. Prepare statement of days charged on a weekly basis
10. Conduct Wage Rate Interviews with prime/subcontractors employees
11. Conduct Project meetings with Sponsor and Contractors
12. Field measure quantities on a daily basis
13. Collect and monitor weekly payrolls for Davis Bacon Act Compliance
14. Preparation of Periodic Payment Request for Contractor
15. Record deviations from the contract plans for preparation of record drawings
16. Preparation and review of Change Orders/Force Account Work
The Resident Inspector will assist the SPONSOR and Contractor regarding construction activity as it relates
to aircraft operations and coordination of Notice to Airmen(NOTAMS) as required.
END OF SCHEDULE
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ARCH ITECTURAUENGIN EERING
COMPANIES COST SUMMARY
SCHEDULE "B"
Construction Observation &
Administration Part-Time
PROJECT NAME- Airport Entrance Road Rehabilitation DATE 17-Jan-21
PROJ DESCRIPTION Rehabilitation of Airport Drive A/E C&S ENGINEERS,INC.
PROJECT NO 211 019 002
CLIENT TOWN OF SOUTHOLD/FISHERS ISLAND FERRY DISTRICT C&S CONTACT- T J Horth
CLIENT MANAGER Gordon S Murphy
I. ESTIMATE OF DIRECT SALARY COSTS: MAXIMUM AVERAGE
RATE OF PAY RATE OF PAY ESTIMATED ESTIMATED
TITLE ($/HR) ($/HR) @ HOURS COST
A. SENIOR VICE PRESIDENT $14000 $13700 X 0 = $0.00
B VICE PRESIDENT $12000 $11600 X 0 = $0.00
C. SERVICE GROUP MANAGER $10000 $8600 X 0 = $0.00
D. DEPARTMENT MANAGER $8500 $7600 X 0 = $000
E MANAGING/CHIEF ENGINEER $7300 $6000 X 0 = $000
F. PRINCIPAL ENGINEER $7500 $6500 X 28 = $1,820.00
G. SR.PROJECT ENG/ARCH/ENV SCIENTIST $6800 $5500 X 0 = $0.00
H. PROJECT ENG/ARCH/ENV SCIENTIST $5300 $43.50 X 0 = $0.00
1 SENIOR PROJECT DESIGNER $4700 $3450 X 10 = $345.00
J ENGINEER/ARCHITECT $4300 $3900 X 10 = $39000
K STAFF ENGINEER $3800 $3500 X 0 = $000
L. SENIOR DESIGNER $3300 $3050 X 0 = $0.00
M. DESIGNER $3500 $2900 X 0 = $000
N. CADD OPERATOR/DESIGN TECHNICIAN $29.00 $25.00 X 0 = $000
O TECHNICAL ADMINISTRATOR $3900 $2600 X 0 = $0.00
P INTERN $25.00 $19.00 X 0 = $0.00
Q SENIOR PROGRAM COORDINATOR $5000 $4200 X 20 = $840.00
R. GRANTS ADMINISTRATOR $4400 $3000 X 0 = $0.00
S. ASSISTANT GRANTS ADMINISTRATOR $4200 $2750 X 20 = $550.00
EE. PROGRAM MANAGER $58.00 $53.00 X 0 = $0.00
FF SENIOR/MANAGING ARCHITECT $7000 $6000 X 0 = $000
GG. SENIOR GIS ANALYST $38.00 $36.00 X 0 = $000
HH GEOLOGIST $40.00 $35.00 X 0 = $0.00
II ENVIRONMENTAL SCIENTIST $64.50 $3700 X 0 = $000
JJ. SENIOR CONSTRUCTION SUPERVISOR $8000 $75.00 X 50 = $3,750.00
KK. CONSTRUCTION SUPERVISOR $64.50 $53.00 X 0 = $000
LL RESIDENT ENGINEER $55.00 $4800 X 0 = $0.00
MM. CHIEF INSPECTOR $54.25 $3700 X 192 = $7,104.00
NN SENIOR INSPECTOR $53.00 $3500 X 0 = $0.00
00 INSPECTOR $47.00 $32.00 X 0 = $000
PP JUNIOR INSPECTOR $28.00 $25.00 X 0 = $0.00
WW SENIOR TECHNICAL ADMINISTRATOR $55.00 $38.00 X 46 = $1,748.00
RR. SENIOR PROJECT LANDSCAPE ARCHITECT $5000 $44.00 X 0 = $0.00
TOTAL ESTIMATED DIRECT SALARY COST $16,54700
11. OVERHEAD EXPENSES&PAYROLL BURDEN PER SCHEDULE"C"-
(AUDITABLE,ESTIMATED AND EXPRESSED AS A PERCENTAGE
OF DIRECT SALARY COST). 16600% $27,46802
III. SUBTOTAL OF ITEMS I&II: $44,01502
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IV. ESTIMATE OF DIRECT EXPENSES:
A. TRAVEL,BY AUTO:
7 TRIPS @ 630 MILES/TRIP @ $0.575 = $2,535.75
B. TRAVEL,ON SITE,BY AUTO-
12 DAYS @ 5 MILES/DAY @ $0575 = $3450
C. TRAVEL,BY FERRY:
12 TRIPS @ 1 PERSONS @ $2500 = $30000
12 TRIPS @ 1 AUTO @ $60.00 = $720.00
1 PEAK FEE @ 3 BOOKINGS @ $5.00 = $1500
D. PER DIEM
14 DAYS @ 1 PERSONS @ $15100 = $2,114.00
E. MISCELLANEOUS: _ $3.48
TOTAL ESTIMATE OF DIRECT EXPENSES• $5,722.73
V. FIXED FEE(PROFIT,LUMP SUM):
A. LABOR PLUS OVERHEAD. 15% (OF III.) $6,60225
B. DIRECT EXPENSES: 0% (OF IV.) $0.00
TOTAL FIXED FEE• $6,60225
VI. SUBCONTRACTS:
A ESTIMATE OF CUT&FILL SURVEYS• $0.00
B ESTIMATE OF CONSTRUCTION TESTING SERVICES:
1 ASPHALT TECHNICIAN(PLANT) 3 DAYS @ $90000 = $2,70000
2 SOILS/CONCRETE TECHNICIAN: 0 DAYS @ $600.00 = $0.00
3 ADDITIONAL PAVEMENT CORES. 0 EACH @ $50.00 = $0.00
4 TRIP CHARGE. 2 EACH @ $15000 = $30000
5 MECHANICAL ANALYSIS 0 EACH @ $50.00 = $000
6 HYDROMETER ANALYSIS: 0 EACH @ $100.00 = $000
7 ATTERBERG LIMITS: 0 EACH @ $70.00 = $000
8 LABORATORY PROCTORS: 0 EACH @ $175.00 = $0.00
9 CONCRETE COMPRESSIVE STRENGTH. 0 EACH @ $15.00 = $0.00
10 CONCRETE FLEXURAL STRENGTH. 0 EACH @ $40.00 = $0.00
11 TOPSOIL(pH)• 0 EACH @ $250.00 = $0.00
12 LA ABRASION: 0 EACH @ $25000 = $000
13 MAGNESIUM SULFATE SOUNDNESS• 0 EACH @ $350.00 = $000
14 NATURAL MOISTURE CONTENT 0 EACH @ $7.00 = $0.00
TOTAL ESTIMATED CONSTRUCTION TESTING SERVICES $3,000.00
VII. TOTALS:
A. ESTIMATE OF MAXIMUM TOTAL COST FOR INSPECTION SERVICES,AGREEMENT TOTAL&FAA ELIGIBLE: $59,340.00
B-2
SCHEDULE "C" r 4
C&S ENGINEERS, INC
AGREED OVERHEAD
Indirect Labor 13,833,871 80%
P/R Taxes & Benefits 5,563,283 32%
Legal &Accounting 235,447 1%
Rent& Maintenance 2,263,483 13%
Utilities 129,165 1%
Office Supplies 685,114 4%
Telephone/Internet 666,017 4%
Professional Activity 217,843 1%
Business Development 393,061 2%
Auto &Truck Expenses 892,789 5%
Insurance 644,954 4%
Office Equipment Rent/ Maintenance 2,282,451 13%
Library& Reference Data 249,547 1%
Depreciation 774,903 4%
TOTAL INDIRECT EXPENSES 28,831,928 166%
TOTAL DIRECT LABOR 17,350,990
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SCHEDULE "D"
(NOT USED)
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SCHEDULE E
(RESOLUTION TO BE INSERTED)
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SCHEDULE G
CERTIFICATION OF CONSULTANT
I hereby certify that I am the Manager of the Eastern Region Aviation Department and a duly authorized
representative of the firm of C&S Engineers,Inc.,whose address is 499 Col.Eileen Collins Blvd.,Syracuse,
New York, 13212 and that neither I nor the above firm I here represent has:
A. employed or retained for a commission, percentage, brokerage, contingent fee, or other
consideration, any firm or person (other than a bona fide employee working solely for me or the
above consultant)to solicit or secure this Contract.
B. agreed, as an express or implied condition for obtaining this Contract, to employ or retain the
services of any firm or person in connection with carrying out the Contract,or
C. paid or agreed to pay to any firm,organization,or person(other than a bona fide employee working
solely for me or the above consultant)any fee,contribution,donation,or consideration of any kind
for, or in connection with, procuring or carrying out the Contract; except as here expressly stated
(if any):
I acknowledge that this certificate is to be furnished to the FAA of the United States Department of
Transportation, in connection with this Contract, involving participation of Airport Improvement
Program(AIP) funds and is subject to applicable state and Federal laws,both criminal and civil.
January 18 2021 14tuafptio
Date Kirsten A. Cerro,P.E.
Department Manager, Eastern Region Aviation
Department
END OF SCHEDULE
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SCHEDULE H `
AIRPORT AID PROGRAM
A/E SERVICES REQUIRED FEDERAL CONTRACT PROVISIONS
For purposes of this schedule the term"Contractor"or"Consultant"shall refer to"Consultant"as that term is defined
in the Agreement to which this schedule is attached.
ACCESS TO RECORDS AND REPORTS
The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, the Federal
Aviation Administration,and the Comptroller General of the United States or any of their duly authorized representatives access
to any books,documents,papers,and records of the contractor which are directly pertinent to the specific contract for the purpose
of making audit,examination,excerpts and transcriptions.The Contractor agrees to maintain all books,records and reports required
under this contract for a period of not less than three years after final payment is made and all pending matters are closed.
BREACH OF CONTRACT TERMS
Any violation or breach of terms of this contract on the part of the contractor or its subcontractors may result in the suspension or
termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement.
Sponsor will provide Contractor written notice that describes the nature of the breach and corrective actions the Contractor must
undertake in order to avoid termination of the contract. Sponsor reserves the right to withhold payments to Contractor until such
time the Contractor corrects the breach or the Sponsor elects to terminate the contract.The Sponsor's notice will identify a specific
date by which the Contractor must correct the breach. Sponsor may proceed with termination of the contract if the Contractor fails
to correct the breach by deadline indicated in the Sponsor's notice. The duties and obligations imposed by the Contract Documents
and the rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and
remedies otherwise imposed or available by law.
GENERAL CIVIL RIGHTS PROVISIONS
The contractor agrees to comply with pertinent statutes,Executive Orders and such rules as are promulgated to ensure that no
person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any
activity conducted with or benefiting from Federal assistance.
This provision binds the contractors and subtier contractors from the bid solicitation period through the completion of the contract.
This provision is in addition to that required of Title VI of the Civil Rights Act of 1964.
CIVIL RIGHTS-TITLE VI ASSURANCES.
Title VI Solicitation Notice:
The Sponsor in accordance with the provisions of Title VI of the Civil Rights Act of 1964(78 Stat.252,42 U.S.C. §§2000d to
2000d-4)and the Regulations,hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to
this advertisement,disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this
invitation and will not be discriminated against on the grounds of race,color,or national origin in consideration for an award.
Compliance with Nondiscrimination Requirements
During the performance of this contract,the contractor,for itself,its assignees,and successors in interest(hereinafter referred to as
the"contractor")agrees as follows:
1. Compliance with Regulations: The contractor(hereinafter includes consultants)will comply with the Title VI List of
Pertinent Nondiscrimination Statutes and Authorities, as they may be amended from time to time, which are herein
incorporated by reference and made a part of this contract.
2. Non-discrimination: The contractor,with regard to the work performed by it during the contract,will not discriminate
on the grounds of race,color,or national origin in the selection and retention of subcontractors,including procurements
of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination
prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity,
project,or program set forth in Appendix B of 49 CFR part 21.
3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by
competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including
procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the
contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-
discrimination on the grounds of race,color,or national origin.
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4. `Information and Reports: The contractor will provide all information and reports required by the Acts,the Regulations,
and directives issued pursuant thereto and will permit access to its books,records,accounts,other sources of information,
and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain
compliance with such Nondiscrimination Acts, and authorities and instructions. Where any information required of a
contractor is in the exclusive possession of another who fails or refuses to furnish the information,the contractor will so
certify to the sponsor or the Federal Aviation Administration,as appropriate,and will set forth what efforts it has made
to obtain the information.
5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non-discrimination provisions of
this contract,the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine
to be appropriate,including,but not limited to:
a. Withholding payments to the contractor under the contract until the contractor complies;and/or
b. Cancelling,terminating,or suspending a contract,in whole or in part.
6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every
subcontract,including procurements of materials and leases of equipment,unless exempt by the Acts,the Regulations
and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as
the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including
sanctions for noncompliance.Provided,that if the contractor becomes involved in,or is threatened with litigation by a
subcontractor,or supplier because of such direction,the contractor may request the sponsor to enter into any litigation to
protect the interests of the sponsor. In addition,the contractor may request the United States to enter into the litigation
to protect the interests of the United States.
Title VI List of Pertinent Nondiscrimination Acts and Authorities
During the performance of this contract,the contractor,for itself,its assignees,and successors in interest(hereinafter referred to as
the"contractor")agrees to comply with the following non-discrimination statutes and authorities;including but not limited to:
• Title VI of the Civil Rights Act of 1964(42 U.S.C.§2000d et seq.,78 stat.252),(prohibits discrimination on the basis
of race,color,national origin);
• 49 CFR part 21(Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation
of Title VI of The Civil Rights Act of 1964);
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,(42 U.S.C.§4601),(prohibits
unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs
and projects);
• Section 504 of the Rehabilitation Act of 1973,(29 U.S.C. § 794 et seq.),as amended, (prohibits discrimination on the
basis of disability);and 49 CFR part 27;
• The Age Discrimination Act of 1975,as amended,(42 U.S.C. §6101 et seq.),(prohibits discrimination on the basis of
age);
• Airport and Airway Improvement Act of 1982,(49 USC§471,Section 47123),as amended,(prohibits discrimination
based on race,creed,color,national origin,or sex);
• The Civil Rights Restoration Act of 1987,(PL 100-209),(Broadened the scope,coverage and applicability of Title VI of
the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by
expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal-
aid recipients,sub-recipients and contractors,whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act of 1990,which prohibit discrimination on the basis of disability
in the operation of public entities,public and private transportation systems,places of public accommodation,and certain
testing entities(42 U.S.C. §§ 12131 –12189)as implemented by Department of Transportation regulations at 49 CFR
parts 37 and 38;
• The Federal Aviation Administration's Non-discrimination statute(49 U.S.C. §47123)(prohibits discrimination on the
basis of race,color,national origin,and sex);
• Executive Order 12898,Federal Actions to Address Environmental Justice in Minority Populations and Low-Income
Populations,which ensures non-discrimination against minority populations by discouraging programs, policies, and
activities with disproportionately high and adverse human health or environmental effects on minority and low-income
populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting
agency guidance,national origin discrimination includes discrimination because of limited English proficiency(LEP).
To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access
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to your programs(70 Fed.Reg.at 74087 to 74100); '' , A
• Title IX of the Education Amendments of 1972,as amended,which prohibits you from discriminating because of sex in
education programs or activities(20 U.S.C. 1681 et seq).
CLEAN AIR AND WATER POLLUTION CONTROL
Contractor agrees to comply with all applicable standards,orders,and regulations issued pursuant to the Clean Air Act(42 U.S.C.
§740-7671q)and the Federal Water Pollution Control Act as amended(33 U.S.C.§ 1251-1387).The Contractor agrees to report
any violation to the Sponsor immediately upon discovery. The Sponsor assumes responsibility for notifying the Environmental
Protection Agency(EPA)and the Federal Aviation Administration. Contractor must include this requirement in all subcontracts
that exceed$150,000.
CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS
1. Overtime Requirements.
No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of
laborers or mechanics shall require or permit any such laborer or mechanic,including watchmen and guards,in any workweek
in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or
mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in
excess of forty hours in such workweek.
2. Violation;Liability for Unpaid Wages;Liquidated Damages.
In the event of any violation of the clause set forth in paragraph(1)above,the contractor and any subcontractor responsible
therefor shall be liable for the unpaid wages.In addition,such contractor and subcontractor shall be liable to the United States
(m the case of work done under contract for the District of Columbia or a territory,to such District or to such territory), for
liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic,
including watchmen and guards,employed in violation of the clause set forth in paragraph 1 above,in the sum of$10 for each
calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours
without payment of the overtime wages required by the clause set forth in paragraph(1)above.
3. Withholding for Unpaid Wages and Liquidated Damages.
The Federal Aviation Administration or the Sponsor shall upon its own action or upon written request of an authorized
representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work
performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime
contractor,or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is
held by the same prime contractor,such sums as may be determined to be necessary to satisfy any liabilities of such contractor
or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph(2)above.
4. Subcontractors.
The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs(1)through(4)and also a
clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime contractor shall be
responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs(1)through
(4)of this section.
CERTIFICATION OF OFFERER/BIDDER REGARDING DEBARMENT
By submitting a bid/proposal under this solicitation,the bidder or offeror certifies that neither it nor its principals are presently
debarred or suspended by any Federal department or agency from participation in this transaction.
CERTIFICATION OF LOWER TIER CONTRACTORS REGARDING DEBARMENT
The successful bidder,by administering each lower tier subcontract that exceeds$25,000 as a"covered transaction",must verify
each lower tier participant of a"covered transaction"under the project is not presently debarred or otherwise disqualified from
participation in this federally assisted project. The successful bidder will accomplish this by:
1. Checking the System for Award Management at website: http://www.sam.gov
2. Collecting a certification statement similar to the Certificate Regarding Debarment and Suspension (Bidder or
Offeror),above.
3. Inserting a clause or condition in the covered transaction with the lower tier contract
If the FAA later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or
disqualified at the time it entered the covered transaction,the FAA may pursue any available remedies,including suspension and
debarment of the non-compliant participant.
DISADVANTAGED BUSINESS ENTERPRISES
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Contract Assurance(§26.13)-The contractor or subcontractor shall not discriminate on the basis of race,color,national origin,
or sex.in the performance of this contract.The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award
and administration of DOT assisted contracts.Failure by the contractor to carry out these requirements is a material breach of this
contract,which may result in the termination of this contract or such other remedy,as the recipient deems appropriate,which may
include,but is not limited to:
1) Withholding monthly progress payments;
2) Assessing sanctions
3) Liquidated damages;and/or
4) Disqualifying the Contractor from future bidding as non-responsible.
Prompt Payment(§26.29) -The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory
performance of its contract no later than fifteen(15)days from the receipt of each payment the prime contractor receives from
Sponsor.The prime contractor agrees further to return retainage payments to each subcontractor within fifteen(15)days after the
subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame
may occur only for good cause following written approval of the Sponsor. This clause applies to both DBE and non-DBE
subcontractors.
The requirements of 49 CFR part 26 apply to this contract.It is the policy of the Sponsor to practice nondiscrimination based on
race, color, sex or national origin in the award or performance of this contract. Sponsor encourages participation by all firms
qualifying under this solicitation regardless of business size or ownership.
TEXTING WHEN DRIVING
In accordance with Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving"(10/1/2009) and
DOT Order 3902.10"Text Messaging While Driving"(12/30/2009),the FAA encourages recipients of Federal grant funds to adopt
and enforce safety policies that decrease crashes by distracted drivers,including policies to ban text messaging while driving when
performing work related to a grant or sub-grant.
In support of this initiative,Sponsor encourages the Contractor to promote policies and initiatives for its employees and other work
personnel that decrease crashes by distracted drivers,including policies that ban text messaging while driving motor vehicles while
performing work activities associated with the project. The Contractor must include the substance of this clause in all sub-tier
contracts exceeding$3,500 and involve driving a motor vehicle in performance of work activities associated with the project.
ENERGY CONSERVATION REQUIREMENTS
Contractor and Subcontractor agree to comply with mandatory standards and policies relating to energy efficiency as contained in
the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act(42 U.S.C.6201 et seq).
EQUAL OPPORTUNITY CLAUSE
During the performance of this contract,the Contractor agrees as follows:
(1)The Contractor will not discriminate against any employee or applicant for employment because of race,color,
religion,sex,or national origin.The Contractor will take affirmative action to ensure that applicants are employed,and that
employees are treated during employment without regard to their race,color,religion,sex,sexual orientation,gender identify or
national origin.Such action shall include,but not be limited to the following:employment,upgrading,demotion,or transfer;
recruitment or recruitment advertising;layoff or termination;rates of pay or other forms of compensation;and selection for
training,including apprenticeship.The Contractor agrees to post in conspicuous places,available to employees and applicants for
employment,notices to be provided setting forth the provisions of this nondiscrimination clause.
(2)The Contractor will,in all solicitations or advertisements for employees placed by or on behalf of the Contractor,
state that all qualified applicants will receive considerations for employment without regard to race,color,religion,sex,or
national origin.
(3)The Contractor will send to each labor union or representative of workers with which he has a collective bargaining
agreement or other contract or understanding,a notice to be provided advising the said labor union or workers'representatives of
the Contractor's commitments under this section,and shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
(4)The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,as amended,and
of the rules,regulations,and relevant orders of the Secretary of Labor.
(5)The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965,
and by rules,regulations,and orders of the Secretary of Labor,or pursuant thereto,and will permit access to his books,records,
and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with
such rules,regulations,and orders.
(6)In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the
said rules,regulations,or orders,this contract may be canceled,terminated,or suspended in whole or in part and the Contractor
may be declared ineligible for fiirther Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965,and such other sanctions may be imposed and remedies
invoked as provided in Executive Order 11246 of September 24,1965,or by rule,regulation,or order of the Secretary of Labor,
or as otherwise provided by law.
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(7)The Contractor will include the portion of the sentence immediately preceding paragraph(1)and the prdvisions Of-'
paragraphs(1)through(7)in every subcontract or purchase order unless exempted by rules,regulations,or orders of the
Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965,so that such provisions will
be binding upon each subcontractor or vendor.The Contractor will take such action with respect to any subcontract or purchase
order as the administering agency may direct as a means of enforcing such provisions,including sanctions for noncompliance:
Provided,however,That in the event a contractor becomes involved in,or is threatened with,litigation with a subcontractor or
vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such
litigation to protect the interests of the United States.
FEDERAL FAIR LABOR STANDARDS ACT(FEDERAL MINIMUM WAGE)
All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201, the
Federal Fair Labor Standards Act(FLSA),with the same force and effect as if given in full text. The FLSA sets minimum wage,
overtime pay,recordkeeping, and child labor standards for full and part time workers. The Contractor has full responsibility to
monitor compliance to the referenced statute or regulation. The Contractor must address any claims or disputes that arise from this
requirement directly with the U.S.Department of Labor—Wage and Hour Division
CERTIFICATION REGARDING LOBBYING
The bidder or offeror certifies by signing and submitting this bid or proposal,to the best of his or her knowledge and belief,that:
(1) No Federal appropriated funds have been paid or will be paid,by or on behalf of the Bidder or Offeror,to any person for
influencing or attempting to influence an officer or employee of an agency,a Member of Congress,an officer or employee
of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract,the
making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement,and the
extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative
agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or
attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,
or an employee of a Member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement,
the undersigned shall complete and submit Standard Form-LLL,"Disclosure Form to Report Lobbying,"in accordance
with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for all sub-
awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements)
and that all sub-recipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered
into.Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31,
U.S.Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not
more than$100,000 for each such failure.
OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970
All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with
the same force and effect as if given in full text. Contractor must provide a work environment that is free from recognized hazards
that may cause death or serious physical harm to the employee.The Contractor retains full responsibility to monitor its compliance
and their subcontractor's compliance with the applicable requirements of the Occupational Safety and Health Act of 1970(20 CFR
Part 1910). Contractor must address any claims or disputes that pertain to a referenced requirement directly with the U.S.
Department of Labor—Occupational Safety and Health Administration.
RIGHTS TO INVENTIONS
Contracts or agreements that include the performance of experimental,developmental,or research work must provide for the rights
of the Federal Government and the Owner in any resulting invention as established by 37 CFR part 401,Rights to Inventions Made
by Non-profit Organizations and Small Business Firms under Government Grants,Contracts,and Cooperative Agreements. This
contract incorporates by reference the patent and inventions rights as specified within in the 37 CFR§401.14. Contractor must
include this requirement in all sub-tier contracts involving experimental,developmental or research work.
CERTIFICATION OF OFFERER/BIDDER REGARDING TAX DELINQUENCY AND FELONY
CONVICTIONS
The applicant represents that it is()is not(✓)a corporation that has any unpaid Federal tax liability that has been assessed,
for which all judicial and administrative remedies have been exhausted or have lapsed,and that is not being paid in a timely
manner pursuant to an agreement with the authority responsible for collecting the tax liability.
The applicant represents that it is()is not(✓)is not a corporation that was convicted of a criminal violation under any Federal
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law within the preceding 24 months.
TERMINATION OF CONTRACT
Termination for Convenience-The Sponsor may,by written notice to the Consultant,terminate this Agreement for its
convenience and without cause or default on the part of Contractor.Upon receipt of the notice of termination,except as
explicitly directed by the Sponsor,the Contractor must immediately discontinue all services affected.Upon termination of the
Agreement,the Contractor must deliver to the Sponsor all data,surveys,models,drawings,specifications,reports,maps,
photographs,estimates,summaries,and other documents and materials prepared by the Contractor under this contract,whether
complete or partially complete.Sponsor agrees to make just and equitable compensation to the Contractor for satisfactory work
completed up through the date the Contractor receives the termination notice. Compensation will not include anticipated profit
on non-performed services. Sponsor further agrees to hold Contractor harmless for errors or omissions in documents that are
incomplete as a result of the termination action under this clause.
Termination for Default-Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations
that are essential to the completion of the work per the terms and conditions of the Agreement.The party initiating the
termination action must allow the breaching party an opportunity to dispute or cure the breach.
The terminating party must provide the breaching party[7]days advance written notice of its intent to terminate the
Agreement.The notice must specify the nature and extent of the breach,the conditions necessary to cure the breach,and the
effective date of the termination action. The rights and remedies in this clause are in addition to any other rights and remedies
provided by law or under this agreement.
a) Termination by Sponsor:The Sponsor may terminate this Agreement in whole or in part,for the failure of the
Consultant to:
1. Perform the services within the time specified in this contract or by Sponsor approved extension;
2. Make adequate progress so as to endanger satisfactory performance of the Project;
3. Fulfill the obligations of the Agreement that are essential to the completion of the Project.
Upon receipt of the notice of termination,the Consultant must immediately discontinue all services affected unless the
notice directs otherwise. Upon termination of the Agreement,the Consultant must deliver to the Sponsor all data,surveys,
models,drawings,specifications,reports,maps,photographs,estimates,summaries,and other documents and materials
prepared by the Engineer under this contract,whether complete or partially complete.
Sponsor agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the
date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed
services.
Sponsor further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of
the termination action under this clause.
If,after finalization of the termination action,the Sponsor determines the Consultant was not in default of the Agreement,
the rights and obligations of the parties shall be the same as if the Sponsor issued the termination for the convenience of the
Sponsor.
b) Termination by Consultant:The Consultant may terminate this Agreement in whole or in part,if the Sponsor:
1. Defaults on its obligations under this Agreement;
2. Fails to make payment to the Consultant in accordance with the terms of this Agreement;
3. Suspends the Project for more than[180]days due to reasons beyond the control of the Consultant.
Upon receipt of a notice of termination from the Consultant,Sponsor agrees'to cooperate with Consultant for the purpose
of terminating the agreement or portion thereof,by mutual consent. If Sponsor and Consultant cannot reach mutual
agreement on the termination settlement,the Consultant may,without prejudice to any rights and remedies it may have,
proceed with terminating all or parts of this Agreement based upon the Sponsor's breach of the contract.
In the event of termination due to Sponsor breach,the Engineer is entitled to invoice Sponsor and to receive full payment
for all services performed or furnished in accordance with this Agreement and all justified reimbursable expenses incurred
by the Consultant through the effective date of termination action.Sponsor agrees to hold Consultant harmless for errors
or omissions in documents that are incomplete as a result of the termination action under this clause.
TRADE RESTRICTION CERTIFICATION
By submission of an offer,the Offeror certifies that with respect to this solicitation and any resultant contract,the Offeror-
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a. is not owned or controlled by one or more citizens of a foreign country included in the list of countries thaediscriminate
against U.S.firms as published by the Office of the United States Trade Representative(U.S.T.R.);
b. has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national
of a foreign country included on the list of countries that discriminate against U.S.firms as published by the U.S.T.R;
and
c.has not entered into any subcontract for any product to be used on the Federal on the project that is produced in a
foreign country included on the list of countries that discriminate against U.S.firms published by the U.S.T.R.
This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false,
fictitious,or fraudulent certification may render the maker subject to prosecution under Title 18,United States Code,Section 1001.
The Offeror/Contractor must provide immediate written notice to the Owner if the Offeror/Contractor learns that its certification
or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The
Contractor must require subcontractors provide immediate written notice to the Contractor if at any time it learns that its
certification was erroneous by reason of changed circumstances.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17,no contract
shall be awarded to an Offeror or subcontractor:
(1)who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries
that discriminate against U.S.firms published by the U.S.T.R.or
(2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such
U.S.T.R.list or
(3)who incorporates in the public works project any product of a foreign country on such U.S.T.R.list;
Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render,in good
faith,the certification required by this provision. The knowledge and information of a contractor is not required to exceed that
which is normally possessed by a prudent person in the ordinary course of business dealings.
The Offeror agrees that,if awarded a contract resulting from this solicitation, it will mcorporate this provision for certification
without modification in in all lower tier subcontracts.The contractor may rely on the certification of a prospective subcontractor
that it is not a firm from a foreign country included on the list of countries that discriminate against U.S. firms as published by
U.S.T.R,unless the Offeror has knowledge that the certification is erroneous.
This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined
that the Contractor or subcontractor knowingly rendered an erroneous certification,the Federal Aviation Administration may direct
through the Owner cancellation of the contract or subcontract for default at no cost to the Owner or the FAA.
VETERAN'S PREFERENCE
In the employment of labor(excluding executive,administrative,and supervisory positions),the contractor and all sub-tier
contractors must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered
veterans include Vietnam-era veterans,Persian Gulf veterans,Afghanistan-Iraq war veterans,disabled veterans,and small
business concerns(as defined by 15 U.S.C.632)owned and controlled by disabled veterans. This preference only applies
when there are covered veterans readily available and qualified to perform the work to which the employment relates.
END OF SCHEDULE
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SCHEDULE I
NEW YORK STATE DEPARTMENT OF TRANSPORTATION REQUIREMENTS
A. Standard Clauses For All New York State Contracts(Appendix A).
The parties to the attached contract,license,lease,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 party other than the State,whether a contractor,licensor,licensee,lessor,lessee or any
other party):
1. Executory Clause. In accordance with Section 41 of the State Finance Law,the State shall have no liability
under this contract to the Contractor or to anyone else beyond funds appropriated and available for this contract.
2. Non-Assignment Clause. In accordance with Section 138 of the State Finance Law,this 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 previous consent, in writing, of the State and any attempts to assign the
contract without the State's written consent are null and void. The Contractor may,however,assign its right
to receive payment without the State's prior written consent unless this contract concerns Certificates of
Participation pursuant to Article 5-A of the State Finance Law.
3. Comptroller's Approval. In accordance with Section 112 of the State Finance Law(or,if this contract is with
the State University or City University of New York, Section 355 or Section 6218 of the Education Law),if
this contract exceeds$5,000($20,000 for certain S.U.N.Y.and C.U.N.Y.contracts),or if this is an amendment
for any amount to a contract which,as so amended,exceeds said statutory amount,or if,by this contract,the
State agrees to give something other than money,it shall not be valid,effective or binding upon the State until
it has been approved by the State Comptroller and filed in his office.
4. Worker's Compensation Benefits. In accordance with Section 142 of the State Finance Law,this contract shall
be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of
this contract for the benefit of such employees as are required to be covered by the provisions of the Workers'
Compensation Law.
5. Non-Discrimination Requirements. In accordance with 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 will not discriminate against any employee or applicant for employment because of race,creed,
color,sex,national origin,age,disability or marital status. 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 extent that this
contract shall be performed within the State ofNew York,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 this contract. If this is a building service
contract as defined in Section 230 of the Labor Law,then,in accordance with Section 239,thereof,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 available to
perform the work: or(b)discriminate against or intimidate any employee hired for the performance of work
under this contract. Contractor is subject to fines of$50.00 per person per day for any violation of Section
220-e or Section 239 as well as possible termination of this contract and forfeiture of all moneys due hereunder
for a second or subsequent violation.
6. 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
statues, except as otherwise provided in the Labor Law and as set forth 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.
7. Non-Collusive Bidding Requirement. In accordance with Section 139-d of the State Finance Law, if this
contract was awarded based upon the submission of bids,Contractor warrants,under penalty of perjury,that
its bid was arrived at independently and without collusion aimed at restricting competition. Contractor further
warrants that, at the time contractor submitted its bid, an authorized and responsible person executed and
delivered to the State a non-collusive bidding certification on Contractor's behalf.
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8. International Boycott Prohibition. In accordance with Section 220-f of the Labor Law and Section 139-h of
the State Finance Law, if this contract exceeds$5,000,the Contractor agrees, as a material condition of the
contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or
corporation has participated,is participating,or shall participate in an international boycott in violation of the
federal Export Administration Act of 1979(50 USC App.Sections 2401 et seq.)or regulations thereunder. If
such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise found to have
violated said laws or regulations upon the final determination of the United States Commerce Department or
any other appropriate agency of the United States subsequent to the Contract's execution, such contract,
amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the State
Comptroller within five(5)business days of such conviction,determination or disposition of appeal(2 NYCRR
105.4).
9. Set-Off Rights. The State shall have all of its common law 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 this contract up to any amounts due and owing to the State with regard to this contract,any
other contract with any State department or agency,including any contract for a term commencing prior to the
term of this 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 the State Comptroller.
10. Records. The Contractor shall establish and maintain complete and accurate books, records, documents,
accounts and other evidence directly pertinent to performance under this contract(hereinafter,collectively"the
Records"). The Records must be kept for the balance of the calendar year in which they were made and for six
(6)additional years thereafter. The State Comptroller,the Attorney General and any other person or entity
authorized to conduct an examination,as well as the agency or agencies involved in this contract,shall have
access to the Records during normal business hours 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. The State shall take reasonable steps to
protect from public disclosure any of the Records which are exempt from disclosure under Section 87 of the
Public Officers Law(the"Statute")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 the Statute is reasonable. Nothing contained herein shall
diminish,or in any way adversely affect,the State's right to discovery in any pending or future litigation.
11. Identifying Information and Privacy Notification:
(a) Federal Employer Identification Number and/or Federal Social Security Number. All invoices or
New York State standard vouchers submitted for payment for the sale of goods or services or the
lease of real or personal property to a New York State agency must include the payee's identification
number,i.e.,the seller's or lessor's identification number. The number is either the payee's Federal
employee identification number or Federal social security number,or both such numbers when the
payee has both such numbers. Failure to include this number or numbers may delay payment. Where
the payee does not have such number or numbers, the payee, on his invoice or New York State
standard voucher, must give the reason or reasons why the payee does not have such number or
numbers.
(b) Privacy Notification.
(1)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 principal 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 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.
(2) The personal information is requested by the purchasing unit of the agency contracting to
purchase the goods or services or lease the real or personal property covered by this contract or lease.
The information is maintained in New York State's Central Accounting System by the Director of
State Accounts,Office of the State Comptroller,AESOB,Albany,New York 12236.
12. Equal Employment Opportunities For Minorities And Women. In accordance with Section 312 of the
Executive Law,if this contract is:(i) a written agreement or purchase order instrument,providing for a total
expenditure in excess of$25,000.00,whereby a contracting 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
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performed for, or rendered or famished to the contracting agency; or(ii) a written agreement in excess of
$100,000.00 whereby a contracting 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:
(a)The contractor will not discriminate against employees or applicants for employment because of
race,creed,color,national origin,sex,age,disability or marital status,and will 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, upgradings, demotion, transfer, layoff, or
termination and rates of pay or other forms of compensation;
(b)at the request of the contracting agency,the Contractor shall request each employment agency,
labor union,or authorized representative of workers with which it has a collective bargaining or other
agreement or understanding,to furnish a written statement that such employment agency,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;and
(c) the contractor shall state, in all solicitations or advertisements for employees, that, in the
performance of the State 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.
Contractor will include the provisions of"a", "b", and "c", above, in every subcontract over
$25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or
design of real property and improvements thereon(the"Work") except where the Work is for the
beneficial use of the contractor. Section 312 does not apply to:(i)work,goods or services unrelated
to this contract; or (ii) employment outside New York State; or(iii) banking services, insurance
policies or the sale of securities. The State shall consider compliance by a contractor or subcontractor
with the requirements of any federal law concerning equal employment opportunity which
effectuates the purpose of this section. The contracting agency 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 contracting agency shall waive the applicability of
Section 312 to the extent of such duplication or conflict. Contractor will comply with all duly
promulgated and lawful rules and regulations of the Governor's Office of Minority and Women's
Business Development pertaining hereto.
13. Conflicting Terms. In the event of a conflict between the terms of the contract (including any and all
attachments thereto and amendments thereof)and the terms of this Appendix A,the terms of this Appendix A
shall control.
14. Governing Law. This contract shall be governed by the laws of the State of New York except where the federal
supremacy clause requires otherwise.
15. Late Payment. Timeliness of payment and any interest to be paid to Contractor for late payment shall be
governed by Article XI-A of the State Finance Law to the extent required by law.
16. No Arbitration. Disputes involving this 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.
17. 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 be registered or certified mail,return receipt
request. 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. Contractor will have thirty(30)
calendar days after service hereunder is complete in which to respond.
18. Prohibition on Purchase of Tropical Hardwoods.The Contractor certifies and warrants that all wood products
to be used minder 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 or any governmental agency or
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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 prune 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.
19. Macbride Fair Employment Principles.In accordance with the MacBride Fair Employment Principles(Chapter
807 of the Laws of 1992), the Contractor hereby stipulates that the Contractor either (a) has no business
operations in Northern Ireland,or(b)shall take lawful steps in good faith to conduct any business operations
in Northern Ireland in accordance with the MacBride Fair Employment Principles(as described in Section 165
of the New York State Finance Law), and shall permit independent monitoring of compliance with such
principles.
20. 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.
Information on the availability of New York State subcontractors and suppliers is available from:
NYS Department of Economic Development
Division for Small Business
30 South Pearl St--7th Floor
Albany,New York 12245
Telephone:518-292-5220
Fax:518-292-5884
http://www.empire.state.Liy.us
A directory of certified minority and women-owned business enterprises is available from: NYS Department
of Economic Development Division of Minority and Women's Business Development 30 South Pearl St--2nd
Floor Albany,New York 12245 Telephone:518-292-5250 Fax:518-292-5803 htti)://www.empire.state.ny.us
The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract,as applicable,
Contractors certify that whenever the total bid amount is greater than$1 million:a)The Contractor has made
reasonable efforts to encourage the participation of New York 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; (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 New York 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(d)The Contractor acknowledges notice that the State may seek to obtain offset
credits from foreign countries as a result of this contract and agrees to cooperate with the State in these efforts.
21. Reciprocity And Sanctions Provisions. Bidders are hereby notified that if their 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 they offer will 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 they be denied contracts which they would otherwise obtain. NOTE: As of May 15, 2002, the list of
discriminatory jurisdictions subject to this provision includes the states of South Carolina, Alaska, West
Virginia,Wyoming,Louisiana and Hawaii.Contact NYS Department of Economic Development for a current
list of jurisdictions subject to this provision.
22. Compliance with New York State Information Security Breach and Notification Act.Contractor shall 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).
23. Compliance with 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 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.
24. Procurement Lobbying.To the extent this agreement is a"procurement contract"as defined by State Finance
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Law Sections 139-j and 139-k,by signing this agreement the contractor certifies and affirms that all disclosures
made in accordance with State Finance Law Sections 139-j and 139-k are complete,true and accurate.In the
event such certification is found to be intentionally false or intentionally incomplete,the State may terminate
the agreement by providing written notification to the Contractor in accordance with the terms of the agreement.
25. Certification of Registration To Collect Sales And Compensating Use Tax By Certain State Contractors,
Affiliates And Subcontractors. To the extent this agreement is a contract as defined by Tax Law Section 5-a,
if the contractor fails to make the certification required by Tax Law Section 5-a or if during the term of the
contract,the Department of Taxation and Finance or the covered agency,as defined by Tax Law 5-a,discovers
that the certification,made under penalty of perjury,is false,then such failure to file or false certification shall
be a material breach of this contract and this contract may be terminated,by providing written notification to
the Contractor in accordance with the terms of the agreement,if the covered agency determines that such action
is in the best interest of the State.
END OF SCHEDULE
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