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HomeMy WebLinkAboutNYS DEC Household Haz Waste ELI~ETH A~ ~E¥ILLE TOWN CLERK RE~1STRAR OF ~TAL S~T~STICS MARRL~GE OFFICER RECoRDs MANAGEMENT OFFICER FREEDOIv~ OF LNFOR1VL~TION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (631) 765-6145 Telephone (631) 765-1800 southoldtownmerthfork.net OFFICE OF TItlE TOWN CLERK TOWN OF SOUTttOLD Tins IS TO CERT~ T~T TIt~ FOLLOWENG RESOLUTION NO~ !47 OF 2003 WAS ADOPTED AT THE REGUL~ MEE~G OF THE SOUTItOLD TOWN BOARD ON MARCH 1 I~ 2003: ~REAS The New York State Department of Env/ronmental Conservation (NYSDEC), Divisio~ of Solid and Hazardous Materials has approved the application of the Southold Town Solid Waste Management District for a grant under the Household Hazardous Waste State Ass/stance Program in the mount of $97,500, and WHEREAS NYSDEC has forwarded to the Town a proposed contract to provide this funding, now therefore be it RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Joshua Y. Horton to implement said contract through his signature, as required, subject to the review and approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk C302077 CONTRACT FOR STA~i~ ASSISTANCE HOUSEHOLI) H&ZARDOUS WASTE STA~TE ASSISTANCE ~OGRAM ~$VIRONMENTAL PROTECTION FUND) This Contract by and between the YorkState Department of Environmental Conservation (herein referred to as the '~Department") and the NYi1971 WITNESSETH: WH. EREAS~ the D0partment is authorized by section 54-0705 of the Environmental Conservati,'on Law and t~e6 NYCRK Subpart 373-4Xegulati°n~ to enter into e0ntmcts~on behalf of the State to prov/de grants to municipalities for Household Hazardous Waste Collection Programs; and WItEREAS, the Municipality has applied for a project grant,, the scope of work/project deseription which includes budget mounts is set forth m Schedule A, which is attached and made a part of this contract; and WHEREAS, the Municipality has filed with the Department a duly adopted resolution authorizing it to make su~h~ application and authorizing an officer of the Municipality to enter into and execute this contract on behalf of the Municipality with the Department for the purpose of receiving the grant; and WHEREAS, the Deparunent has approved the ehgibility and estimated reasonable cost of the project and relatedwork described in the attached Schedule A and the amount of State assistance therefor; and NOW Tu~:REFORE, In consideration of the promises and the mutual covenants and conditions contained in this Contract, the Department and the Municipality agree as follows: q~he term of this Contract shall commence on January 1,. 2001 and~ except with respect to paragraph 7, ~shall terminate on December.31, 2003. The Department agrees to make available to the Municipality a sum not to exceed Ninety-seven Thousand Five Hundred Dollars and No Cents ($97,500.00) to reimburse the Municipality for expenditures made to cover eligible costs incurred for the items listed under Schedule A, Project Scope of Work/Project Description and eligible costs, whict/is attached hereto and made a part hereof. Reimbursement hereunder is limited ro fifty percent (50%) of the eligible costs incurred. The Murficipality agrees to provide for the payment of the municipality's share of the net cost of the Project and make reasonable efforts to secure Federal assistance for the P3oject. WItEREAS, the Municipality has:the legal stares necessary to enter into this contract; and WttEREAS, the Department's execution of this contract is made La reliance upon the information provided by, and representations of, the Municipality in its application papers and this contract. Eligible costs are those incurred by the Municipality during the term of this enntmct, and wh/ch are included in Schedule A. The Municipality shall spend funds paid to it under this contract in strict accordance with Schedule A, and the budget contained therein. State Assistance Contract - Household Hazardous Waste (HHW) State Assistance Program Page 1 of 4 4. Reimbursement shall be made upon audit and approval by the State Comptroller (herein referred to as the "Comptroller") of vouchers executed by an authorized officer of the Municipality. Any claims for reimbursement shall be accompanied by such proofs of cost and payment as may be required by the Department end by the Comptroller. Claims. for reimbursement shall be delivered or sent to the address included in paragraph 6. 5. Any project cost overnms will not'be paid by the Department, end the Department is not committed to seeking additional appropriations or allocations of funds for the Municipality's project orprogram. 6. It is understood and agreed between the parties that the Department's Authorized Representative for the implementation of this Contract, or for approval and direction called for therein, shall be the Director of the Division of Solid & Hazardous Materials, or designee. Whenever it is provided in this Contract that notice shall be given or other communications sent to thc Department or Municipality, such notices or communications shall be delivered or sent to: State NY8 Dept. of Environmental Conservation Division of Solid & Hazardous Materials 625 Broadway, 9th Floor Albany, New York 12233-7250 ATTENTION: Director 7. The Municipality shalI undertake and complete the Project as set forth in this Contract. a. Each of the following constitutes a failure to undertake ad complete the Project: 1.. Failure to undertake the Project. 2. Failure to make progress on the Project to the satisfaction of the Department. 3. Failure to complete the Project to the satisfaction of the Department. 4. Failure to continue implementation and operation of the Project after expiration or completion of this contract. 5. Change in the use Of the project, or any portion thereof, without the prior written approval Of the Department. Failure to underiake and complete the Project shall constitute cause for the suspension or termination of eny obligation of the Department hereunder; end if such failure is attn~butable to any reason or cause other than a national emergency or an Act of God, the Municipality shall repay to the State alt monies paid to the Municipality by the State within one year after demand for repayment is ' made. If such monies are not repaid within one year after such demand, the Department may request the Comptroller to cause en amount equal to the monies paid to the Municipality under this contract to be withheld from any State assistance to which the Municipality otherwise would be entitled. This provision is in addition to the terms of Clanse 9 of Appendix "A" referred to in paragraph 16 of this contract. Municipality Mr. James Bunchuck Solid Waste Coordinator Town of Southold P.O. Box 962 Cutchogne, NY 11935 Notices so delivered Or sent shall be deemed for all purposes as notice to all persons who are parties to this Contract as Department or Municipality Notwithstanding the foregoing, no repayment will be required if the Department determines that such fa/lure, disposition or change of use of the Project. or eny portion thereof was immediately necessary to protect public health and safety. The .Municipality agrees to not sell, lease or otherwise dispose of, or use lends, equip-ment, or facilities acquired under this contract for any purpose inconsistent with the Project under which such land, equip-ment or facilities is acquired without the advance written approval of the Department. Following completion of the funded project all costs of operating and maintaining the facility or equipment shall be borne by the State Assistance Contract - Household Hazardous Waste (ItttV~ State Assistance Program Page 2 of 4 Muuicipali~, hxcept withrespect~to para. graph 17. 12. · . . ,~' · ~ ~,~ 9. a. The Mon~olpallty agrees'~O expend these ~'~"" funds strictly in accordance With,the attached Schedule A, the provisions of the New York State En~ronmental Conservation Law, the 13. State ¥inance Law, the General Municipal Law, Appendices A and B, and alt applicable mles and regukafions. For projects involving collection days, the Murdeipalitymust have written approval from the Deparm3~ent ~t0 9ondpct .a Househo~ld a~y coll¢¢'ffon day; and. a complete rep must be submitted~to the Department within ten ~tO)-b,usiness d~y~after compl?tion of the c0t[e,e~og~ day on forms supplied by the For projects in which collection and storage facil~es are to be constructed, construction costs: will be cOnsidered eligt'ole for reim- bu~sement~after construction of the faoility is completed. Operating costs will be considered eligible for reimbursement only whe~'~ ~th? ~monicipality hasa valid permit to op~tg ~ facility during the lime period for whi~h!~mbursement,is sought, and a year crud report was submitWxt to the Department covering the previous calendar year. If the Municipality fails to comply with any of these requirements, the Deparunem may, upOn regsunable written notice, withhold payments; in whole or part, to the Municipality pending compliance. 10. The Municipality agrees to indemnify, save, and hold harmless the State and the Department m accordance with Clause 1I of Appendix B, referred to in paragraph 16 of tiffs Contract. 11. If monies paid to the Municipality under this Contract are t.o be used for the development of facilities, the Municipality agrees to comply with all requtremems for providing barrier free access for the handicapped as established by Article 4A of the New York State Public Buildings Law end relevant sections of the New York State Uniform Fire Prevention and Building Code. F~eflities d,veloped or equipment pumhased pursuant to th/s Contract, upon request, shall i~e ~made available for inspection by the Department at any reasonable time. In recognition of the provisio~ of State funds for the l~roj~e~, the Monicipalit~"agrees to give th,' Dep:u'tm~nt appropriat~ credit for its support in documents orptthlications resulting from dfis Project. 14. Title to, and the fight to determine the disp0sitign of a~ny copyrights, or copyrightable materialS, ~rs~ produced or crea~ed m the l~f0rm~, ~ c¢ of,fllis' Project remains with the Mun~cipality prodded that the Muni~pali~! ~ to ,the D,,epart-mant an irrevocable, ~0yaRy?fl:ee, nori~exclusiV~ right to rc~produc~; ~r~te,,,md use. ali suel~ material for its 0"w~.puryoies~ · is. xbe unicipaliir esthat my identifying signs will nO~at.pdrtions of this Projec~ were' funded b~ ~ew York State Department o£ EnvironmenlalgConservatiun. 16. ApPendi~ ~ hnd B are attached to end made apart ofth~s C~tract. 17. The Municipality agrees that it will not receive reimbUrSement from other sources for any expenditures funded under this Contract. However, nothing in this contract shall protn'bit the Municipality from submitting additional applications for funding in fiscal years following c, ompletion of this project, provided costs ,already used' to claim reimbursement hereunder are not eligible for future reimbursement regardless of reimbursement percentage rate. The Deparunem may rewew, fund or deny such application without prejudice. 18. 19. This COntract shall be effective upon approval of all required State Agencies~ All terms used in this Contract which apply to a Household Hazardous Waste Collection Program shall have the same meaning as provided in 6 NYCRR Part 373-4. State Assistance Contract - Household Hazardous Waste (HHW) State Assistance Program Page 3 of 4 HOUSEHOLD HAZARDOUS WASTE STATE ASSISTANCE PROGRAM o CONTRACT SIGNATURE PAGE Mnnleipality Town of Southold Contra~t No. C302077 MU~'I'¥ SIGNATURE: Authorized Representative: /~ ~ (si~a~) Nme: Joshm Y. Ho~on Title: Supervisor MUNICIPALITY ACKNOWLEDGMENT STATE OF NEW YORK ) ) SS.: COUNTY OF SUFFOLK ) aayof ,2003, beforemepersonallycame Joshua Y. Horton, Supervisor of the Town of Southold , the political subdivision or agency thereof described in and which executed the above instrument: by authority of attached resolution of said political subdivision, and that he/she signed his/her name by that authority. NOTARY PUBLIC, State of New York N0. 01D04634870 j~ ~) Qualified Jn Suffolk County.x ,., xz Commission Expires September 30~-4~1~, NOTAR'Y~UBLIC Do not write below this line for NYSDEC use only STATE AGENCY CERTIFICATION: "In addition to the acceptance of this contract, I also certify that original signature pages wiI1 be attached to other exact copies of this contract." STATE AGENcy SIGNATURE: Title: Date: ATTORNEY GENERAL~S APPROVAL STATE COMPTROLLER'S APPROVAL State Assistance Contract - Household Hazardous Waste (HHW) State Assistance Program Page 4 of 4 Schedule A'- Project Desc ion and Budget Attachment to Contract C302077 between NYSDEC and the Town of Southold. Project Description: The municipality agrees to conduct an environmentally sound program for collection and .disposal of household hazardous waste, including promotion of the household hazardous waste (HHW) collection program, during the term of this contract '(January 1, 2001 - December 31, 2003). All collection of HHW will be in accordance With aNYSDEC approved collection day plan or facility permit Project Budget: Public Education Costs - $5,000.00 HHW Collection/Disposal - $190,000.00 TotaIEligible Cost: $195,000.00 .State Share (50% of Total Eligible Cost): $97,500.00 Additional Contract ClaUses: The Department will conduct a final eligibility review upon submittaI of a request for reimbursement payment by the Municipality. Only expenses for collection and disposal of hazardous waste originating from households are eligible for reimbursement. The Municipality agrees to give the Department appropriate credit for its financial support of household hazardous waste collection in documents or publications or advertising, including the phrase, "The Town of Southold HHW collection program is partially financed with a grant from the NYS Department of Environmental Conservation" or an equivalent phrase. -- End of Schedule A -- APPENDIX ~,~ STANDARD CLAUSES ,~'OR AIL NEW YORK STATE COITfI~CTS rot fills o6fil~lcl. 2. NON-ASSIG~JMENT ~?I,,\USI':. Iii aCCO~la]~ce ~ith !Sccliou 138 .of iht Slalc Finance ~w, ~s ~.lmcl may nol hfi u~igncd by thc Con~f Or i~ riehl, lille or inlcmsl Ihcrein assigned, ~ co,vi)cc, subl~l or olhcm'i~ dispe~d of~out:~ p~wibus.~nse.I, in ~rJlJllg, of Iht Sta~ ~y all~m~ls lb assign' II{~.~nlmcl wilho.t ~ ~'s may, howcvcr, assign ils ~ighl lo r~civc ~l)mcnl ~ilhoul th~ filulc's prior;%rillen ~msent unless this ~ntl~cl con,ms (?cffili~llcs ~rl~arlicipalion pu~uanl 16 Aflicl~ 5-A of thc SI:ilo Finance law. 3. ~O~OLL]~iR'S,~"PROtfAL In'accordanco ~t~th :,%~n i l~(bt~ih~ Staie'Finnncc Law(or, ~s ~mlracl i~as ilh thc Slale tJ.i~ c, sily or Ci~U~vemi~ of N~ Ymk. Section 355 or ScOioa 6218 of ~e ~mfioa ~ ~ ~ eX~ $I0,000 (or the ~lHm m n ~ rcsho~ls agrd~l oby he ~0f~ Slalc Comlmollc( Ibr'~crlain S.U N.Y. and C;H.N.Y. COlllrfl~lsk OI il'.ff6s is I1[i ~llllelldlllCItl I,,r ~y ~o~t ~m~ ,of ff~,by this mn~acL ~e State a~ m~ve ~e~g ~er ~ mon~ when me ~ue 'm~ r~,ab~ ~a~ v~ue ' of tach cu,sldemhon ex~'c~s.S1 ~.000. ii shall not ~ ~& cl]~chxe or bind~hg upon,,Ihe Slate tmlll it~ ~n ;ippro~cd' by Ihc-18talc Coinplmllcr mid ~t~ in ~s o~. 4. WORY, LERS,' ~OMPENSATION BENEFITS. In aceordan~e m~ecfioa 142 of the 8tate Finance Law, /hiS.contract s~i 1~ v?id had of no force a~fl effect nnles~ ~ contractor sh,~' provi& and; maintain eovexage~dm-hlg ~e life pi fids:eontmct for th~:benefit 9f such ffmPloyee~.as~ '~r~lui~ed to!be covered by the pmvision~ ofth~,!orkerg Compensation Law 5, ,NON:DISCRIMINATION REQUIREMENTS. la a/~rdanee ~,Articl~ 15 of tho Executive Law (also lmoWa~ as :the:Human Pdglits Law)a~d alt other State ' and' Federal statutory and. constitutional non- ..d[~on p!~ovlsion% ,tla¢ .Cantractor,~l~A1 not aiSCriminale agains( any cmplo)cc or applicant for eulplo)'lll¢lil b~"CUU S0 n~' ruce,'ci'ced, color, sex. national origin, ago, ~Jsabilit) or nmril,'d slums. Furlhehuore~ rcp,'fi r of any public buildin§ o,r public ~01.k or for lbo mamdhchlrc:, silo .or di~'rilmiion ol', malcrJals, cqoipmcnl or.,soppl'-'.cs, .and to. tho .Cxlcn[ Ihut Ihis collll'llcl, shall .be ,pcrronfi'cd ~,ithln I llel[SI,'lic of New York,. C~6nlmelor a~{rc¢.'s ~. Iliut ocilllc{., il'~tkor its subcout racists,shall, ,bk.,£~,[ .qpn ~ol', racc,'~ cr~.it, color, rot he'lx;rf6rm ucc~.)£woik,i~i,lder Ilil~il la~. Jflhls s Ix:o mcors.s 1,[~¥ m so lo[ncc.~rce,d, celor di~riniinal¢ Jl~iin%t nr inlhi.klal¢ .luy. e~'iipkS~cC'hlrcd br dho. oc¥ bt' n iici.~ o['..~,ork Jlll'der~J. 'fisl. coillracl. C.,onlm¢lor's subJ¢ctqo I~ll¢~)l$~ :. [l~¢rsol! per 6.. WAGE ~-HOLIRS PROVISIONS. ff this is a publ/c ~or[ ?~n ~t~a~, ~overc~b,~ Ar~d~8.ofth¢ Labor 9 ~ere~f, nejtl!~r,,~ctofs employeeS,nor the employ~s~l:ff-its ,~U,b~. 9ntrg, ~ors ma~ ~be ~luired or permitted to wo~k n/6~ than fl~e na/nber of hours or days stated in -~-sak[~ statutes~ es, cep[ as otherwise providedin~the L,' ,hbq, E,Ja~w an,d as-set~rth in'prevailing wage and Suppl~,me~ sch~!~es isa. ed 10v tlie State LaberDeparimc'fil. F/islh~rnlor,,,'Oolih;iclor ;mcl ils rate a~ld pay or plo~ i~le thc pr~v'fili.ili: ,~uppl~nl~nls. deternffaed by ,th~! ~State~[t, ,iI~abor,, IDepartment in accordance with?the 7. NON-CoIT.USIVE BtI'~DYNG R~I.TIRE.MENT. of perjury, .that its bid was arrived at independently and without collusi°n aimed at .restricting competition. Contractor further warrants that, at the time Contractor submitted ~ bid. unauthorized and 'responsibl~ person executed and delivered to ~c State a' non-coHnsive bidding certification on Contractor,s Ii, half 8. INi~RNATIONAL BOYCOTT PROHIBITION. In acoordunc~ with Section 220-f of the Labor Law and Section 139-h of the StateFimmCe Law, ffthis contract exceeds $5,000, the ConWactor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or ~ffiliated person, firm, partnership or corporation has participated, is parfidpating, 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-otberwisu found to have violated said laws or regulations upon tim final determination of tim United States Commerce Department or any oth~r appropriate agency of the United States subsequent to the contractors execution, such contract, amendment or modification thereto shall be recadered forfeit and void. The Contractor shall so notify the State Comptroller within five (5') business days of such conviction, determination or disposition of appea! (2~CRR 105.4), 9. gET-OFF RIGHTS. The State.shall have all of its common law, equitable and statatovj fights of set-off. These fights shall include, but not be limited to, the State's option to withhold for the p~ 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 tothe 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 monem~ 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 acotrate books, records, documents, accounts and other evidence directly pertinent to performance under this contract (hereinafter, collectively, "theRecords"). 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 tm ~tomlnati011, ns well as tho agency or agencies involved in this contract, shall have aggess to the Records during normal business hours at an office of the Con~f within the State of~New York Of, ~f no such offi¢0'is available, at a mutually agreeable and reasonable venue within tho State, for the mrm specified above for tlgpurposes of'~on, auditing and coloring. The State shall take reasonable steps to protect from public disclosure any of the Records which am exempt from disclosure under Section 87 of thePublicOffieers Law (the "Statute") provided that: (i) the Contractor shall timely inform an appropriate State official.:in ~vrifing, that said records should not be disclosed; and (ii) said records shall bo sufficiently identified; and (iii) designation of said records as exempt under tho Statute is reasonable. Nothing contained herein shall diminish, or ill any way adversely affect, tho State's fight to discove~ m any pending or future litigation. 11. IDEN'ilt, ZING INFORMATION AND PRIVACY NO£iIsiCATION. (a) FEDERAL EMPLOYER IDENTI~ICATION NUMBER and/or Fr_DERAL SOCIAL SECURITY NUMBER. Ail invoices or New York State smudard 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 nmbet~ i.e., the seller's or lessors identification number. The number is either the payee's Federal employer identification number or Federal social security number, or both such numbers when the payee has beth such numbers. Failure to incinde this number or numbers may delay payment. Where the payee does not have such number or numbers, the payee, on its invoice or NewYork State standardvoucher, must give the reason or reasons why the payee does not have such number or numbers. (B)-PRIVACYNOrlP'ICATION. (1) Theauthorityto request the above personal information fi~m 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 purposu for which the information is collected is to enable the State to identify individuals, businesses and others who have bcen 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 purpose 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 infonnatton ~smam~nexl mNe~ ~ Sf~tesCcntral 'Accg~ .,u~dng ~¢tem. bY ~e/Di(ea~r,0~. Accounting Qpe~ations, Offic~ ofth~ Stat~ Comptwller, AESOB, - Albany, H~v York 1223.fi. 12..~,OU'AL ~H1MP~IXIYIVI~I~g OPPORTI3NITIF~, FOR .MINORITIES AND WOMEN~ Inaceordanco- with Scelion 312 of Ibc Exceulive law. ~fllXis contralti is: (it a wr!llcn agreement or purchase o~der illS[rltlllell, pray*drag foga o al expend* ure m excess of $25,000.00, whereby a conlracling agenoj ts lxmmfitlcd Io expend or docs expend fimds in.retain for l:lbor, services si ppi{es, cqn'p lic It, materials or any ~:ensbina(ion oflh,' foregning to bc perform'ed Ibr, or rendered or fi:rni'shed to thc cor!l racting agency: or (ii):a wdltcn qgmcment in excess of $100.000.0(I ,Mtctcby ii cnnlr c lng agency is co t titted Io cxpc ul or ~lbca ckpeud fimds Ibr thc ficqnisilion, ¢oaslmction, demolition, replaccmeid, mqj,or repair et renevathm o£ real .properly .and improvcmcnls Ihcrcon; or (iii) a . writlcn agrecmenl'in excess-of $ ! 00,000J}0 whercby thc owner of 'ii Slate tss sted hnasing project ~s comms cd te expend or docs exl~nd finuls for the accolisflioa, eoslslructina, dgmolilionl rci?laccmcnl. nmjor rcpmr ,tlr renevalion of rem properly and iMprovcmen s thereon for sac s pmjecl, hep: (at Thc ig,'iiisst en)pk~ces or beca'u.~', of mce; creed, Uisability .or madlal are alT~r'dc~i equi~l dmrslnn el. d¢lnblkHl~lransrer.*la~oll', or ICrlninalion alld niles of p~¢~/Xtt h~'r'lnrm#/~r costqlen salton (b~-'; af ¥1~. est Ct'~tc contracting agency, the ('iOHI racier sis;ill rCqlle~,l; each eli i1)1o} islell[, agency, labor anion. 9r,~mlhnrizcd repres~nlali%¢ iff'workers ~,Mlfi,'c, lncls{l't ~:IS a ClflleCllXC I)afl,,;lllHISg or other $1,11'-' IIICI~:I [hll M JC[ r Clllplt~', itseJtl a gc[icx iaborumonor r~/cc'..crce?l.,:,~o.~,,r;'natmLr, d origin, sex, aue, disablhly O[ I~lal:ili~l'sl!/s tlS~alid Ihalx%ilch ttllJt.)n nr t'el)S'csentafive Iffc~'onlracl~lr s~slsh~,~shons hereto: alld Of;thc Slill{~cdnJi'iiel, all (lUaJllscd; pphc I s will b~ aIT{3rdcd,.,. ~ I ¢ t~¢mr~, p ox nlCBI. O I mstantllcs[I without discrmfislalins~..'.~-g:c:msc bf race. creed, color, national ~o~ ~ mpl~ ~n ~ ~ d~.~ ~ to. O) w~, g~ or . ~qces nu~at~ ~ t~s ~n~m~, ~ O0 ~pl~}~cnt oulsida N~ York Slale; or (iii) bauking, illStl~ln~ ~)Iici~s or thc ~lle of ~urilies. Tho Slate shall consider complianea by a c~nlracler or mJi~nlmcter ~ ith thc fcquircmeats of an) rcde~tl law ~n~rning cqna[ cmplo)n~ff, opppmmity' which cff~lnalcs thc'~nrl~bfth a secl]b 1.' fhc c6nl~lcLing agent' shall det~bninc:~hethcr Ilic iflT~silio3i orlhc mqtiircm6nls .dr Ihc 0rSvi~ion~.nher~or dupli~alc or ~nflicl ~ith ~y ~,cli' fedehfl~ law 'find' if such duplication or coMli~-~, tl~;~ractii~agcn~. shall waL~c the appheabfldy or ~clion 3~2 Lo the extc ~t ofsuch d tpl ea on or~ [1 cl. Co ~mpl~ ~]tlx all duly promnlgal~ had la~ hd rules and mgolallons o~ thc Dry, sion of MHwrdy.ands~Vomen s Bnsinc~ Dcvclbptnchl ~fla:~ing hc~lo. conflict ,n]) and ,ill ~llhlC[llllCIllS Ill~r.l~,dlul, ,lltlCll~llleflls there0 and Ili~ .... terms of his Appen~ik'A, lc t&msofthis.Apl~ndix A S~ COuhol. 15. LATE PAYMENT. Timeliness~ofpayment and any interest-lo be~ paid to Con~ ~f late paymeat shall be g~yeraed by~Arthfle.XI:A ortho,Stale Finance Law to the 6xtent reqfiiied ~. law.' 16. NO ARBITRATION21 Disputes involving this .' contract, including the breach or alleged breach thereof, may not be subm/tWxr to binding arbitration (except where statutorily authorized)~ but mu~ 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"), Co/tractor hereby consents to service of process upon it by registerat or certified mail, retumreceiptrequested. Sen4cehereunder shall be complete upon Contractor's actdal rec~pt of process or upon the State's receipt of the rctumthereof by the United States Postal: Service as refused or undeliverable. Contractor must promptly notify the State, in Writing, of each a~gl every ~:hange of address to-which service of process can be made. Sc~iceby the State to the last known address shall be sufficient. Cuntractor will have thirty (30) calendar days after service hereunder is complete in which to respond. 18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Centractorce~ifies and warrants that all wood products to be used under this contract award will be in accordance with, but not limited to, the specifications and provisions of State Finance Law §165. '(Us~ of TrOpical Hardwoods) which prohibits purchase and use of tropical hardw~xls, unless specifically exempted, by the State or any governmental agency or political subdivision or publio benefit corporation. Qualification for an exemption under fids 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 :~vcods, whether supply or ins~ilnfio~ is to' I~ performed by anysubcontraCtOr, the prime Conlractor will indicate and. Certify in the submitted bid proposul 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 respousive. Under bidder certificatious, proof of qnalification for exemption will be the responsibility of the Contractor to meet with the approval of the State. 19. MACBRIDE FAIR EMPLOYMENT PRnqCIPLES. In accordance with the'ManBride Fair Employment Principles (Chapter 807 of the Laws of 1992), the Contractor hereby stipulates that thc Contractor either (a) has no lmsiness, opemtious in Northern Ireland, or (b) shall take lawful stepsin good faith to conduct any business operations in Nerthem Ireland in accordance with the MacBride Fair Employment Principles (as descnt~l in Section 165 of the New York State Finance Law), and shah 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 prccurement contracts. Information on the availability of New York State subconiractors and suppliers is available item: Department of Economic Development Division for Small Business 30 South Pearl Street Albany, New York 12245 Tel. 518-292-5220 A directory of certified minori!y and women-owned business enterprises is available from: Department of Econ0mic D~velopment Minority and Women's Business Development Division 30 South Pearl Street Albany, New York 12245 http:/~'ww.empire, state.n¥.us The Omnibus Procurement Act of 1992 requites that by sigaing this bid proposal or contract~ as applicable~ Contractors certify that whenever the total bid amount is greater than $1 million: (a) The Conlractor has made reasonable efforts to encotwage, tho participation of New York Stato 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 employmen! opportunities on this project through listing any such position~ 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 bargnlnfll§ 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 counhSes ~sa 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 ~s 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 OmnibRs Procurement Act 1994 and 2000 amendments (Chapter 684 and Chapter 383, respectively) require that they be denied contracts which they would otherwise obtain. Contact the Department of Economic Deveiopment, DiVision for Small Business, 30 South Pearl Street; Albany New York 12245, for a current list of states subject to this provision. Revised November 2000 Standarff'Clauses for All N~ ~o~ State Deparuncnt - ofEnvrronmental Conservahon Contracts actions Inthe su~penm~ immedi~f ~bfig~!~ ) The painiestothea~,ched con~tmct, license, Iease, grant, amendment: or/other agreement of any kind (herein:ffitt "thc contract" or "~tds~conUact~) agree to be bound by thc following chases whichare herebymade a purl or [1~¢ contract. 'l he x~onl "Contractor'! herein refers to any6oar ty to the 6ontract; othe~ than theNew York 8rate Dep .a~;Anent of Environmental.Consenmfio,n, (hereinafter ~Poslj I. tone ue fl, St spe ~sion, %b tdonmet or Fermim~thm by fire I}eparlmenl: he Depar~eut shall ha~e th~righ, t to postpone, [bafldon or termmat~ ~ Contract, end such ill in no even~ be decree& a breach of contmcL entiio£.any termi~tion; pO?ponemant, delay, h,' ~ ~ab~donm~, the ~,Contractor Shall fly ~o.'t~ ~v~k,,,take ~teps ~o ~.no additional ;s, ahc~lto~t finther,~.~p~nflitt~s. Within 15 ~c<ccx~m*.~fe lep~ !c~ s O. kcsc Icment~l thc ¢'oni~sclor upon an cquimI!l¢ basis m, dclernfincd ..:'hlch a}~[~s I*Ct:ibrmc,I b,~ the ¢'enh'aclor *flor o thc Iht COlf;f~!,'l t'Olilail!> olhcr pl'O~lqlt)llq appJlcaJ4c postponcamen~ snspens~on or terayonanon of the c onu'acL Indemnifie~.fion and ltoldharmless: The Contractor agrees that it will indemnify and save harmlessthe Deparmaent end the State of New York from and against all losses ~rom cla~, demands, paymen~si suits,~fions, recoveries and~udgrnents of every nature an~t desci-iption brought or recovered against it by reason ofeny omission or tortious act ofthe Contractor, its agent% employees, suppliers or subcontractors in the pefform~ ~ce :o[this contract Ihe Dgpamnent and the State of New, York raay retain such monies from the amount id, ne Conlmctor as may be necessary to satisfy any claim fgt~ danmges~ costs end the like,~which is asserted against the Department and/or the Stat~ of New York. Conflict of Interest: (a) Organizational Conflict ofluterest. To the best of the Contractor's knq~ledge and belief, the Cont~ctor warrants that there are no relevant facts or cirmnratances which could give rise to. an organi~alional confli~ of interest, as herein defined, 0rthat the Coutmctortms disclosed all such relevant information to the Department. 0) An organizational conflict of interest exists when the nature of the work to be performed under this .contract~may, without some restriction on future acfivities~ impair or appear to impair the Conb:-actofs objemivity in:performing the work for theDepamneut. (2) 'Ilae Contractor agrees that if an actual, or p6tential organizational conflict of interest is discovered at any time after award, whether before or duringph-formance, the Contractor will immediately make a full disclosure in writing to the Department Tiffs.disclosure shall include a description of actions which the Contmcrer has taken or proposes to take, after consultation with the Department, to .avoid, rm~dgate, or minimize the actual or potential conflict. (3) To the extent that the work under this contract requires access to personal, pmprietary or confidential business or financial data of persons or other compaules, and as long as such data remains proprietary or confidential, the Contractor shall protect such data from enauthoxized use and d/sclosure and agrees not to use it To compete with such companies. (b) Personal Conflict oflnterest:,The followiugprovisions with regard to management or professional level employee personnel performing under this contract shall apply until the earlier of the termination date of the affected employee(s) or the duration of the contract. App. B 4/17/00 Page 1 (1) (~) A personal conflict of interest is defined as a relationship of an employee, subcontractor employee, or consultant with an entity that may /repair or appear to impan: the objectivity of the employee, subcontractor employee, or consultant in performing the contract work. The Contractor agrees to notify the Department immediately of any actual, or potential personal conflict of interest with regard to any such person working on or having access re infomtion regarding this contract, as soon as Contractor becomes aware of such conflict. The .Department will notify thc Contractor of the appropriate action to be taken. The Contractor agrees to advise all management or professional level employees revolved in the work of this contract, that they nmst report any personal conflicts of interest to the Cuntmctor. ~The Contractormastthen advise the Department which will advise the Contractor of the appropriate action to be taken. Unless walvedbytheDepartmant, theConttactor shall cexfify annually that, to the best of the Contractor's knowledge and belief, all actual, apparent or potential conflicts of interest, both personal and organizational, as defined herein, have been repo3'ted to the Department. Such certification must be signed by a senior executive 'of the Cunlmctor and submitted in accordance with instructions provided by the Department. Along with the annual certification, the Contractor shall also submit an update of any changes in any conflict of interest plan submitted with its propesaI for this contract. Thc initial certitication shall cover the one-year purled from the date of contract award, and ail subsequent certifications shall cover successive annual periods thereafter. The certification is to be submitted no later than 45 days after the close of the previous cert/tication period covered. In performing this contract, the Contractor recognizes that its employees may have access to data, either provided by the Department or first generated during contract performance, of a sensitive nature which should not be released without Department approval. If this situation occurs, the Contractor agrees m obtain confidentiality agreements from all affected employees working on requirements under this contract including subcontractors and consultants. Such agreements shall contain provisions which App. B 4/17/00 Page 2 stipulate that each employee agrees not to disclose, either whole or in part, to any entity external to the Department, Depmt of Health or the New York State Deparmaont of Law, any information or data provided by the Department or first generated by the Cuntmctor under this contract, any site~specific cost information, or any enforcement strategy without fn-st obtaining the written permission of the Department. If a Contractor, through an employee or othexwise, is subpoenaed to testify or produce documents,. which could result in such disclosure, the Conlractor must provide k~sediate advance notification to the Department so that the Depamnent can authorize suchdisclosure or have the oppononity to take action to prevent such disclosure. Such agreements shall be effective for the life of the cuntmct and for a period of five (5) years after completion of the contract. (c) Remedies - The Department may terminate this contract in whole or in part, if it deems such termination necessary to avoid an organizational or personal conflict of interest, or an unauthorized disclosure of information. If the Contractor falls to make required disclosures or misrepresents relevant information to the Department, the DeparUneut may terminate the cunUact, or pursue such other remedies as may be permitted by the terms of Clause I of this Appandix or other applicable provisions of this conlxact regarding termination. (d) The Cuntractor will be ineligible to make a proposal or bid on a contract for which the Contractor has developed the statement of work or the solicitation package (e) The CunWactor agrees to insert in each subcontract or consultant agreement placed hereunder (except for subcontracts or consultant agreements for well drilling, fence erecting, plumbing, utility hookups, secur/ty guard services, or electrical services) provisions which shall conform substantially to the language of this clause, including this paragraph (e), unless otherwise authorized by the Department. If this is a contract for work related to action at an inactive hazardous waste site, the following paragraph shall apply to those Contractors whose work requires the application of professional judgment: It does not apply to construction contracts. hazardous waste site ~conlracting for the~ ~?xation of the (4) Thg Contractor, during the hie of thc work ~ssxgnment and~Tor a period of three (3) years ' of thc assigmn t ,agtee~,nOt ~o fixter;~u~t0 a co. ct with or to m mt any work relatig~g to remedial aCtivities'orw&k ~gto a site %,~e[e the Qonuactor previously performed work f6r,~ Depmmeht un&r this contract ,wither ~ lmor ~ar~ttt~, approval of the (5) .The Contractor agrees in adwmce that if any ','bids/prol~OSalS are submitted for any work for a . third par!y that would require written aplxoval of the Department prior to entering into a contract because of the restrictions of this.clause, then the -bid~lxoposals are submitted at the Conlractofs own risk, and no claim shall be made agaln~t the Department to recover bid/proposal costs as a direct cost whether the ~equest for anthofizafion to enter into the contract is denied or approved. tV. Requests for Payment: Allmquests for payment by the Contractor must be submitted on fonus supplied and approved by the Department. Eachpayment request must contain such items of information ~and supporting documentation as are required by the Department, and shall be all-inclusive for the period of time covered by the payment request. V. Compliance with Federal Requirements: To the extent that federal funds are provided to the Contractor or used in paying the Contractor under this contrac% the Contractor agrees that it will comply with all applicable federal lhws and mgulatious, including but not limited to those laws and regulations under which the Federal funds were authorized. The Contractor further agrees to insert in any subcontract hereunder, prov/sious which shall conform substantially to the language of this clause. VI'. . ~aepan~em~ont rac~or. The Contractor shall have the status of an ~bndent contractor. Accordingly, the Contractor agrees that it will conduct itself in a manner cons~steat with such status; and that it will neither hold itself out as. nor claim to be, an officer or ,mpIoyee of the Department by reason of this ¢outrac~t. Ig ~,er agrees that it will not make any dahn. decaahJ'er appli~fitiim io ilic Department for any ri?l, or privilege applicah!c to an officer or employee of the Deparm~¢nt, mchuliog btfl uot timi~d to worke~scompensaionc~y.el~.ge, .un~gloymeatiusoxauce benefris, social 's,~iic~v~r~ge, or ~eftrement membership or c~tit. ' ~" ' VII. Article 15-A Requiremenls: The tenm contahJed ia ~ elause shall have the definitions as givco in. sud'shallBb cbnsh'acd accordin~z Io theintent ofArlicle 15-Aol'flxc I:xcctm~ c f aw. 5 NY(?RR Part 140, et. seq., ~u'tiffl~ 52~,6f thc Environmental Conservation Law alit 6 NYCI.~R. Part 61~. c. seq., as applicable, and aa7 ,oa].~:csltib~.s$~cd By .fins chmse m:e subject to thc munt o-~ st ch laaS[ d rcanlatlons (a) If the maximmn c(/nlra~!~ce: ~ei~ equals or exceeds $25 000, and. this. contract m ~tabqr sennces, suppnes, eqmpment, ormat~ or Co) If the maximum ccq~lraC~price' hereia ieioals o~ exceeds $100,000 and this g0n~t is fol-the ~iequishion, construction, demolifi6n, repta~emenL&majo~ ?ep~air or renovation of mai prop~ 'an~nproyements~ther~on; (c) The affmnative action provisions and equal employment opportunity provigions contained in this paragraph and paragraphs (d) and (e) of this clause shall be applicable within the limitations established by Executive Law §§312 and 313 and the applicable regulations. (1) The Contxactor is rcquked to make good faith efforts to subconlract at least 18.8% of the dollar value of this contract to Minority Owned Business Enterprises 0ViBEs) and at least 20,5% of such value to Women Owned Business Enterprises (WBEs). (2) The Contractor is required to make good faith efforts to employ or conu:actually reqmre any Subcontractor with whom it cuntracts to make good faith efforts ~o employ m/nority group members for at least 10.0% of, and women for at least 10.0% of, the workfome hours required to perform the work under this contract. App. B 4/17/00 Page 3 (3) The Contractor is reqinred to make good faith efforts to solicit the meaningful participation by enterprises identified in the NYS Directory of Certified Businesses provided by:. Empire State Development Corp. Div. Minority & Women's Business Develop. 30 South Pearl Street Albany, New York 12245 Phone: (5t8) 292-5250 Fax: (518) 292-5803 and Empire State Development Corp. 633 Third Avenue New York; NY 10017 Phone: (212) 803-2414 Fax: (212) 803-3223 interact: www.empire.state.ny.ns\esd.htm (d) The Contractor ~grees to include the pmvis~ons set forth in paragraphs (a), (b) and(c) above and paragraphs (a), Co), and,(c).of clause 12 of Appendix A in every subcontract in such a manner that the provisions will be binding upon each Subcontractor as to work under such subcontract. For the purpose of this paragraph, a "subcontract" shall mean an agreement providing for a total expenditure in excess of $25,000 for the construction, demolition, replacement, maj or repair, renovation, planning or design of real property and improvements thereon in winch a portion o£the Con,actor's obligation under a State contract is undertaken or assumed. (e) The Contractor is required to make good faith efforts to utilize the MBE/WBEs identified in the utilization plan to the extent indicated in such plan, and otherwise to implement it according to its terms. The Contractor is requested to report on such implementation periodically as provided by the contract, or annually, whichever is more frequent. VIII. Compliance with Applicable Laws: (a) Prior to the commencement of any work under this conucac% the Contractor is required to meet all legal requirements necessary in the performance of the contract. rins includes but is not 1/mited to compliance with all applicable federal, state and local laws and regulations promulgated thereunder. It is the Contractors responsibility to obtain any necessary permits, or other authorizations. By signing this contract, the Contractor affirmafivelyrepresents that it has complied with said laws, unless it advises the Department otherwise, in writing. The Department signs this contract in reliance upon tins representation. Co) During the term of this contract, and any extensions thereof, the Contractor must remain in compliance with said laws. A failure m notify the Deparlment of noncompliance of which the Contractor was ar should have been aware, may be considered a material breach of this contract. IX. Dispute Resolution: The parties agree to the following steps, or as mmay as are necessary m resolve disputes between the Daparlment and the Contractor. (a). The Contractor specifically agrees to submit, in the first instance, any dispute relating to this contract to the designated individual, who shall render a written decision and furnish a copy thereof to the Contractor. (1) The Con.actor must request such decision in writing no more than fifteen days after it knew or should have known of the facts which are the basks of the dispute. (2) The decision o f the desiguated individual shall be the final agency determination; unless the Contractor files a written appeal of that decision with the designated appeal individual CDAI") within twenty days of receipt of that decision. Co) Upon receipt of the written appeal, the DAI, will review the record and decision. Following divisional procedures in effect at that time, the DAI will take one of the following actions, with written notice to the Contractor. (1) Remand the matter m the program staff for further negotiation or infonmtion if it is determined that the matter is not ripe for review: or (2) Determine that there is no need for further action. and that the determination of the designated individual is confn-rned; or (3) Make a determination on the record as it exists. (c) The decision of the DAI shall be the final agency decision unless the Contractor files a written appeal of that decision with the Chair of the Contract Review Committee ("CRC") witliin nventy days of receipt of that decision. App. B 4/17/00 Pa~e 4 The des~gnmed individual t0q~eer ~xsputes m Depatt~ent of Envir~imaental.Conservation Division of Solid & Hazardnus Material~:~ WilliaTM C. Colden, P.E.~ BUreau Dire~to~~' Bureau of~Vaste ReductiOn &ReCycling 625Broadway Albany~NY 12233q2~3 :i The designated appeal individual to review decisions is: Department o(Environmental Conservation Division of Solid & Hazardous Materials Da~d'~A. Blacka-am, Assistant Director ~25BroadwaY ' ~,. : Albany, ~ 12233-7250 ~ ;i'elepl~one: (518) 402-8711 The Chair of the Con~act Review Committee is: Department of Environmental Conservation Richard K. Randfes, chalr Contract Review Corranittee 625 Broadway Albany, NY 12233-5010 Telephone: (518) 402-9237 (d) Upon receipt of the written appeal, the Chair of the CRC, in consultation with the members of the CRC and the Office of General Counsel, will take one of the following actions, or a Combination thereof, with written notice to the Con/ffactor. (1) Remand the matter to program staff for additional fact finding, negotiation, or other appropriate action; or (2) Adopt the decision of the DAI; or (3) Consider the matter for review by the CRC in accordance with ils procedures. (e) Following a decision to proceed pursuant to (d) 3, above, the Chair of the CRC shall convene a proceeding in accordance with the CRC's established cuntract dispute resolution guidelines. The proceeding will provide the Contractor with an opportunity to be heard. (f) Following a decision pursuant to (d) 2 or (d) 3, the CRC shall make a written recommendation to the Assistant comnnssioner for Adm/m%tmtion who shallrender the final agency determination. upgn mu~ agreement of the pames, the Office~ of ~.e~gs and Medimon Servlcgs (OHMS) may b ~e~e~ted tO provide mediation seivice~ or other app~ropriate me~,ans ~'assist in resolgingtl~ dispute,~. Any findings or kec~da6ons made by the OttMS will~ot be binding on either phrty. (h) Final a gen~y tYe~erm~nafion s eli,~ll' be sa~bje:ct to reXa'ew onlypursuant to Arlic c 78 ol'lhe (.i~ fl Pu~ctice I aw and Rules. (i) Per!ding flint dclc[ minal km ora disptilO hc]~:andcr, rite Conlmclor shall proceed dd,~enlly wiLh thc pcrfi'mnar~ce of ~e Co,ct ~ ae~or~e ~ ~e fleosion of ~e des u~tcd mdn' ~hlal. Noflm'u m Ilas ~be colslrucd as anklng hanl thc. d~o~. o~ ~ adlnmistmli%e ofl'iccr upon a qtl~qkm o~. ti) (1) Notwit~hslanding the fo/eg0i~, ~, a~.l,the¢ option of the contractor, the :folfO/~be~Mect to revtew by the CKC: Displ~s~msmg under Art/cie l'5-A of the ,Ex~utiv~ ,I~0ri.ty and Women Owned Bl.~smess '~a~bn). i'he Dep:~Hmc,t's dc~crminalion (~iflf~espccl ~o tho edeqaacy ol fl~¢ ¢ onlraclofs ~ :,l}Tal,m Plan. or th:e Coattactor's 4bou lng ol'good ~hith el'rims to comply thcrcw,h..\ rcqucst for a[rc{ ~cw bcibm the CRC sho,M I:~ fimde, m ~mlim:. ~ithin twenty days of rec~e~pt of.~t)epamn~nt's determination. (2) The CRC will promptly convene a review in accordance with Axticle 15~A of the Exeentive Law and the regutalions promulgated thereunder. X. Labor Law Provisions: (a) When applicable, the Contractor shall post, in a location designated by the DeparUnent, a copy of the New York State Department of Labor schedules of prevfiiting wages and supplements for this project, a copy of all re- determinations of such schedules for the project, the Workers' Compensation Law Section 51 notice, all other notices required by law to be posted at' the site, the Department of Labor notice that this project is a public work project on which each worker is entitled to receive the prevailingwages and supplements for their occupation, and all other notices which thc Deparmaent directs the Contractor to pest. The Contractor shall provide a surface for such notices which is satisf~ctory to the Departraem. The Contractor shall maintain such notices in a legible manner and shall replace any n6tice or schedule which is damaged, defaced, illegible or removed for any ~eason. Contractor shall post such notices before commencing any work on the site and shall maintain such notices until all work on the site is complete. App. B 4/17/00 Page 5 (b) When appropriate, contractor shall distribute to each worker for this Contract a notice, in a formprovided by the Department, that this project is a public work project on which each worker is entitled to receive the prevailing wage and supplements for the occupation at which he or she is working. W0rker includes employees of Contractor and all Subcontractors and alt employees of suppliers entering the site. Such notice shall be dism~anted to each worker before they start performing any work of tiffs contract. At the lime of disttibutiun, Contractor shall have each worker sign a statement, in a form provided by the Department, ceffifying that the worker has received the notice required by this section, which signed statement shall be maintained with the payroll records required by the following paragraph (c). (c) Contractor shall maintain on the site the original certified payrolls or eextified transcripts thereof which Conttactor and all of its Subcontmctom are required to maintain pursuant to the New York Labor Law Section 220. Contractor shall maintain with the payrolls or transcripts thereof, thc statements signed by each worker pursuant to paragraph (b). (d) Within thirty days of issuance of the ftrst payroll, and every thirty days thereafter, the Contractor and every subcontractor must submit a transcript of the original payroll to the Depmt, which transcript must be subscribed and affaaned as tree under penalty ofperjmy. XI. Offset: In accordance with State Law, thc Department has the authority to administratively, offset any monies due it fi:om the Contractor, from payments due to the Contractor under this contract. The Department may also (a) assess interest or late payment charges, and collection fees, if applicable; (b) charge a fee for any dishonored check; (c) refuse to renew certain licenses and permits. XII. Tax Exemption: XIV. Equipment: Any equipment purcha~(d with funds provided under this contract, shall remain the property of thc Department, unless otherwise provided in the contract The Contractor shall be liable for all costs for maintainingthe property in good, usable condition. It shall be returned to the Department upon completion of the contract, in such condition, unless the Department elects to sell the equipment to the Contractor, upon mutually agreeable terms, XV. Inventions or Discoveries: Any invention or discovery lust made in performance of this Contract shall be the property of the Department, unless otherwise provided in the contract. The Contractor agrees to provide the Department with any and all materials related to this property. At the Department's option, the Contractor may be granted a non-exclusive license. XVL Patent and Copyright Protection: If any patented or copyrighted material is involved in or results from the performance of this Contract, this Axticle shall apply. (a) The Contractor shall, at its expense, defend any suit instituted against the Department and indemnify the Department against any award of damages and costs made against the Department by a final judgment of a court of last resort based on the claim that any of the products, services or consumable supplies fumlshed by the Conlractor under this Contract infringes any patent, copyright or other proprietary fight; provided the Department gives the Cona~acter: (1) prompt written notice of any action, claim or threat of infringement suit, or other suit, and Pursuant to Tax Law Section 1116, the State is exempt from sales and use taxes. A standard state voucher is sufficient evidence thereof. Fox federal excise tax es, New York's registration Number 14740026K covers tax-free transactions under the Internal Revenue Code. XIIL Litigation Support: In the event that the Department becomes involved in litigation related to the subject matter of this contract, the Contractor agrees to provide background support and other litigation support, including but not 1/mired to depositions, appearances, and testimony. Compensation will be negotiated and based on rates established in the contract, or as may otherwise be provided in the contract. App. B 4/17/00 Page (2) the uppommity to take over, settle or defend such action at the Contractor's sole expense, and (3) all available information, assistance and authority necessary to the action, at the Contractor's sole expense. The Contractor shall control the defense of any such suit, including appeals, and all negotiations to effect settlement, but shall keep the Department fully informed concerning the progress of the litigation. (b) If the use of any item(s) or paas thereof is held to infringe a patent or copyr/ght and its use is enjoined, or Conlractor believes it will be enj tined, the Contractor shall have the right, at its election and expense to take action in the fullowing order of precedence: (0 (~) procure forxhe Departm~t-the-~ight to continue using the same item orparts thereoi~, modify the same so that it becomes non-infiSn~g and of at least the same quality a~d performance; O) replace the item(s) or pans thereof with non- ~ging items of at least the same quality and performance;, ff none of the above remedies ate available, discontinue its use and eliminate any future charges or royalties pertaiinng theretO. The Conlractor will buy back the infringing product(s) at the State's book value, or in the event of a lease, the perties shall terminate the lease. If discontinuation or elimination results in .the Contractor not being able to perform the Conlract, the Contract shall be terminated. (c) In the event that aa action at law or in .equity is commenced against the Department arising out of a claim that the Depamnent's use of any item or material pursuant to or resulting from this Contract infringes any patent, copyright or proprietary fight, and such action is forwarded by the Department to the Contractor for. defense and indemnification pursuant to tiffs Article. the Department shall copy all pleadings and documenm forwarded to the Contractor together with the forwarding correspondence and a copy of this Contract tothe Office~oftheAttomey General of the State of New York. Ifupoa receipt of such request for defense, or at any time thereafter, the Contractor is of the opinion that the allegations in such action, in whole or in part, are not covered by the indenmification set forth in this Article, the Conlractor shall/mmediately notify the Department and the Office of the Attorney General of the State of New York in writfiag and shall specify to what extent the Contractor believes it is and is not obligated to defend andindemulfyunder the terms and conditions of this Centmct. The Contractor shall in such event protect the interests of the Department and State of New York and secure a conlinuance to permit the State of New York to appear and defend its hateres~s in cooperation with Contractor as is appropriate, including any jurisdictional defenses which the Department and State shall liave. (d) The Contractor shall, however, have no liability to the Department under this Article ff any infringement is based upon or arises out of: (1) compliance with designs, plans, or specifications furnished by or on behalf of the Department as to the items; (2) alterations of the items by the Department; (3) failure of the Department to use updated items provided by the ConWactor for avoiding infiSngemeur; (4) use of items in combination with appaxams or devices not delivered bythe Conlxactur; (5) use of items in a manner for which the same were neither designed nor contemplated; or (6) a patent or copyright in which the Department or any affiliate or subsidiary of the App. B 4/17/00 Page DepartmanI~ has any direct or inffa~ect interest by license or otherwise. (~}g~ne foregoing states the Contractor's entire liability fur, ¢r resulting from, patent or copyright infringement or claim thereof. XViL Force Majeure: The term Force Majeure shall inelude acts of God, work stoppages due to labor disputes or strikes, fires, explosions, epidemics, riots, war~ebellion, sabotage o~the like. Ifa failure of or delayinpefforman~ by eitherpany results' from the occurrence ora Force Majeure evenl¢ the delay shall be excused and the time for p~fomaance exteaded by a puriod equivaleattO,the, time Iost becaus~ of the Force majeor~ evea ~ i~ and io,~e' e~tent tha~ (a) The delay or f~lure wast/eyon, d~e.co ~ntrol oftheparty affected and not due to its fhult or neg!igdCfice; and Co) The delay or failure was not extende~becausu of the affected party s failure to USe alLxe~o~e!,thYfigenge to overcome the obstacle or to ~,~ p~formauee nnmediately after such obstacle was,~overeOme; and (c) The affected party pro,fides no. fi~e v~ithin (5) days of the onset of the event, that it is invo j,l~ing'th0 protection of this provision. XVIII. Freedom oflnformationRequests: The C0nlractor agrees to provide the Deparlment with any records which must be released in order to comply with a request pursuant to the Freedom of Infomtion Law. The Department will provide the contractor with an oppommity to identify materiel which may be protected from release and to support its position. XIX. Precedence: In the event ofa conffict between the terms ofthls Appendix B and the terms of the ConWact ('meluding any and all attachments thereto and amendments thereof, but not/ncluding Appendix A), the terms of this Appendix B shall control, ha the event of a conflict between the terms of this Appendix B, and the terms of Appendix A. the terms of Appendix A shall control.