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HomeMy WebLinkAboutNYS DOT Brushes Creek Bridge ELIZABETH A. NEVILLE TOWN CLERK REGISTILkR OF VITAL STATISTICS NL&RRIAGE OFFICER RECORDS NLA--NAGEME~T OFFICER FREEDOM OF INFORNiATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold..New York 11971 Fax ~631) 765-6145 Telephone (631) 765-1800 soathold%own.nor~hfork.ne~ OFFICE OF TI-IE TOWN CLERK TOWN OF SOUTHOLD February 8, 2002 Douglas F. Gensinger, P.E. New York State Department of Transportation 250 Veterans Memorial Highway Hauppauge, New York 11788 Dear Mr. Gensinger: Transmitted is fully executed copy of agreement for "Multi-Modal 2000 Program NYS Comptrollers Contract No. D018648 Brushes Creek Btidge & Culver Replacement. Should you have any questions, please do not hesitate to call me au 631 765-1800. Very truly yours, Southold Town Clerk STATE OF NEW YORK DEPARTMENT OF TRANSPORTATION ALBANY, N.Y. 12_232 {~EORGE E. PATAE[ GOVERNOR January 31, 2002 Joshua Horton, Supervisor Town of Southold Town Hal~, P.O. Box 1179 Southold, NY 11971 Dear Supervisor Horton: This is to advise you that the Multi-Modal 2000 Program (MM 2000), p[oject identified in Sc?edule A of the attached contract agreement has been fully executed and approved by ~he state Compt~ol er, and reimbursement processes can begin. ~ A standard MM 2000 Sponsor's Payment Request form ("FIN421mm") has been enclosed with your Contract Agreement. At this time, yo~ may complete; and begin to submit, a payme~qt reques~f(~rm ~or' any eligible expenditures that have been made. Submission of your complete(~f, orm~tb your NYSDOT Regional' Office MM 2000 representative wilt enable ~ou,/~o~iobtain re'i~barsement fo~,these expenditures. You may duplicate or otherwise ~'eproduce this form as often as needed- Reimbursements may not exceed the approved or actua[ eligible MM 2000 project costs, whichever is less. Eligible local cost disbursements ma~e on or afte~ April, 1, 2000 which are associated,with approved MM 2000 projects wilt qualify for reimbursement by the State Comptroller. I will be the prime contact person for the MM2000 Program in the Region 10 office, and may be reached at: (631)952-6639. The address is: D. Gensinger, P,E., Planning Unit New York State Department of Transportation 250 Veteran's Highway Hauppauge, NY 11788 Respectfully yours, Douglas F. Gensinger. P.E. Local Programs Engineer Master Municipal Multi-Modal 2000 (MM2000) Agreement Municipal Sponsor: Town ot $outho~d lflaster lquniciva!.lquld-Hodai 2000 Capital Pro_iect(s) A reement For Use Only wi~h Hunicipal Highwa]~, Bridge, or Aviation projects where NYSDOT- administered funding is exclusively HH 2000 funds of $1,000,000 or Less NYS COMPTROLLER'S CONTRACT NO. THIS AGREEMENT made this the New York State State Campus, provide DO 18648 day of ~J~ c'c'~r~ b~ ¢- , 2001, is betwee~ its principal office at the New York 12232 and the Town of ox 1179, Southold, NY 11971 , to ,h~ munici'palit,/for'the construction, project or pro~cls in~:luded in avl~ or to:this Agreement shal be im[red,to Pro exceed'~e amount(s) iqentif ed' in $chedbte A. ,ddge or ~gmement in Schedu e A of NYS~5~OT's fun~ing pursuant s actually incurred,in no event' to WITNESSETH: WHER,E2~. ~ ~e~ion 14-k of the Transportation Law establishes the Mu ti-Modal 2000 Program (MM 2~)0~)), that provides funding for projects approved by the Commissioner of Transportation: WHERE~/ pursuant to appropriation or author zation for capital projects, MM 2000 program funding:~ ~,he. Project(s) herein is author zed and, the Sponsor certifies to NYSDOT that: (1) the ~iCe'life of each 'individual Project is ten (10) or more years, regardless o~ mode; and (2) for ~way and bridge mode projects, (a) MM 2000 program funding is not used for the manda~e~ non-Federal matching share of a Federally funded project; (b) the amount of MM 2000 funds re~lUested is and shall be no greater than prior unreimbursed municipal project expendi~r'eS for work completed or materials incorporated in a qualifying project(s); and (c) the amoun!.~unicipa funds appropriated for transp(~rtation cap ta projects s not and shall not be reduce~l';il~c~Use,of the MM 200~ pro ram fund n · and t~)~qr., !~i~irport~,.~:. ,or aviation facility ~'/pe,. the sponsor must certify that Federal funding' ~s' not av~ilab]~ th:e 'Project, but that the projec~ is consisten~rwith an approved Airport Layout Plan. NOW THEREFORE, the parties agree as follows: 1. Documents Forming this Agreement The agreement consists of the following: Agreement Form - this document titled "Master Municipal Multi-Modal 2000 Capital Master Municipal Multi-Modal 2000 (MM2000) Agreement Municipal Sponsor: Town of Project(s) Agreement is for Use. Only with Municipally-owned Highway, Bridge, or Aviation projects receiving $ t ,000,000 or Less Funding"; Multi-Modal 2000 Program - Schedule "A" - Detailed individual Project Description(s) and Funding; and Appendix "A" - New York State Required Contract Provisions. 2. Work, Maintenance & Operation. Sponsor shall render all services and furnish all materials and equipment necessary to complete the Project or projects described in Schedule(s) A or Supplements to Schedule A and shall fund all costs attendant to such completion. The work of the Project or projects may consist generally of the categories of work described in Schedule A or one or more Supplemental Schedules A as may hereafter be executed by the parties hereto and approved as required for a State contract, and any additions or deletions made thereto by NYSDOT subsequent to the execution of such Schedules A or Supplements to Schedule A for the purposes of conforming to New York State requirements~ Upon Project completion, Sponsor will operate and maintain the Project(s) at no expense to NYSDOT and Sponsor will not dispose of or encumber the Project(s) or cause the Project(s) to be withdrawn from public service during its useful life without the prior approval of NYSDO1-. 3. Multi-Modal 2000 Funding; Reimbursement of Eligible Proiect Costs. Subject to compliance with this Agreement. NYSDOT agrees to reimburse individual Project costs identified in the applicable Schedule A or Supplements to Schedule A attached hereto in an amount not to exceed the lesser of actual eligible Project costs or the MM 2000 program funding amount. MM 2000 program funding shall be used solely for the payment of Eligible Costs (hereinafter defined) Sponsor incurs in performing the Project. Only "Eligible Project Costs" (as defined in MM 2000 Program criteria issued by NYSDO~) incurred after April 1, 2000 are reimbursable. To be eligible for MM 2000 aid, Project costs must: (a) be eligible pursuant to § 3.1 below and such other MM 2000 program Policies and Criteria as are established by NYSDOT; and, (b) be for work which, when completed, has a certifiable service life of at lea~t 10 years. 3.1. Eligible Costs. Eligible Project costs include costs of acquisition, construction, repair, reconstruction, renovation, equipment and other related costs as set forth in the Project Description in Schedule A or Supplements to Schedule A. Eligible Project costs may also include the reimbursement of salaries and wages to employees of Sponsor for carrying out the Project(s); fees to consultants and professionals retained by Sponsor for planning and performing the Project, and such other costs and expenses directly related to such employees, consultants and professionals for the Project. 3.2. Sponsor Debt Service. MM 2000 program funds shall not be used to pay for interest, issuance costs or reserves in connection with the issuance of debt by Sponsor to fund the Project(s), but may repay principal indebtedness incurred to fund Eligible Project costs, 2 Ma~ter MuniCipal Multi-Modal 2000 (MM2000t Agreement Municipal Sponsor: Town of 5outhold which shall then be retired, redeemea or defeased by Sponsor. Sponsor snail not issue debt to finance Project costs that ar& funded, from the proceeds of Thruway Authority obi Jgations issued to finance the MM 2(~00 program. 4. Payment Payments hereunder shah be as follows: 4. t. Payment Upon Completion. Except where §4.2 applies, payment to Sponsor shall be made upon.the application of Sponsor to NYSDOT upon ProjecI completion, on the basis of work accomplished and the submission of duly completed'payment requests and c~rtJf!~zations in ~ form approved 'by NYSDO~T, including su~zh info?mation as NYSDOT d~em~ necessary to'~s~re Compli~tnce with the program requimmen~ and this .Agreement. 4.2. Periodic Reimbursement. If the Sponsor and NYSDOT find it desirable to have reimbursement made periodically in accordancewith a payment cycle established by NYSDOT and the Sponsor, NYSDOT may make pa~'ments based on billings prepared by the Sponsor in accordance with NYSDOT requirements, based on costs incurred as disclosed by l~he recor~ thereof, as required by the project or pr9jecLs,~with appficable adj?stmen~t~to be made after audit by NYSDOT. These paymen'ts sh~t be made as mohe~,s I~ecom~ ~.vailabJe therefor. 4.3. Certifications. In addition to the certifications on Page 1 of this contract, the Sponsor shall also certify i~ each payment request that individual Project work was performed in accordance wKh the design and contractual requirements of Sponsor and Sponsor's design professional, and tl~at such request does not duplicate reimbursement of costs and services received from other sources. Such certification by the project sponsor shall include the responsibility te furnish the Commissioner with any written information as may be necess, ary t~o maintain, if applicable, the federal tax exempt status of I~onds, notes, or other obtig~ibn~ i~sued by the New York State Thruway Authority for such purposes. 5. Ethics Considerations. In addition to Sponsor's conforming with the applicable provisions of Public Officers La~v §73 (Business or Professional Activities by State Officers and Employees and Party Officers) and General Municipal Law §806 (Code of Ethics) as related to the expenditure of the MM 2000 Funding made hereunder, no member of Sponsor's governing body, its officers or employees, nor a~y. member of their families shall benefit financially either directly or indirectly from the M~ 2,000 Funding unless such action is otherwise in accordance with law and is necessary fqri~i~e a~cc°mplishment of the Project. In such event, Sponsor shal disclose such retati0nsh~ip to N~gDOT and shall obtain prior written approval therefor from NYSDOT. 6. NYSDOTPefformance Review. NYSDOT may review the Sponsor's performance of this agreement in such manner and at such times as NYSDOT shall determine, and such review may include field Visits. by NYSDOT representatives to the Project or projects and/or the offices of Sponsor. Sp0nsor shall atalt times make available its employees, records and facilities to Mas~er Municipal Multi-Modal 2000 (MM2000) Agreement Municipal Sponsor: Town of Southold authorized NYSDOT representatives in connection with any such review. Such review shall be for the purpose, among other things, of ascertaining the quality and quantity of Sponsor's performance of the Project or projects, its use and operation. 7. State RecOvery of Ineligible Reimbursements. NYSDOT shall be entitled to recover from the Sponsor any moneys paid to the Sponsor pursuant to this Agreement which are subsequently determined to be ineligible for funding hereunder. 8. Contract Executory. 8.1. This Agreement shall be deemed executory only to the extent of money available to the State for its performance and no liability on account thereof shall be incurred by the State beyond money available therefor. 8.2. This agreement shall remain in effect so long as State funding authorizations are in effect and funds are made available pursuant to the laws controlling such authorizations and availabilities. However, if such authorizations or availabilities lapse and are not renewed, continued or reenacted, as to funds encumbered or available and to the extent of such encumbrances or availabilities, this agreement shall remain n effect for the duration of such encumbrances or availabilities. Although the liquidity of encumbrances or the availability of funds may be affected by budgetary hiatuses, a State budgetary hiatus will not by itself be construed to lapse this agreement, provided any necessary State appropriations or other funding authorizations therefor are eventually enacted. Sponsor's continued performance during such a budgetary hiatus cannot, by itself, obligate the State to making expenditures without appropriations. 9, Sponsor Liability. 9.1. Sponsor shall be responsible for all damage to person or property arisingfrom any act or negligence performed by or on behalf of the Sponsor, its officers, agents, servants or employees, contractors, subcontractors or others in connecti'on with this Agreement. The Sponsor specifically agrees that its agents or employees shall possess the experience, knowledge and character necessary to qualify them individually for the particular duties they perform. 9.2. The Sponsor shall indemnify and save harmless NYSDOT & the State for all damages & costs arising out of any claims, suits, actions, or proceedings resulting from the negligent performance of work by or on behalf of the Sponsor, its officers, agents, servants, employees, contractors, subcontractors or others under this agreemenl. Negligent performance of service, within the meaning of this section shall include, in addition to negligence founded upon tort, negligence based upon the Sponsor's failure to meet professional standards & resulting in obvious or patent errors in the progression of its work. 10. No Assignment or Transfer of Contract. Sponsor agrees not to assign, transfer, convey, sublet or otherwise dispose of this contract or any part thereof, or of its right, title or interest therein, of l~aster Mt~!~jp~al Multi-Modal 2000 lMM2000) Agreement Municipal Sponsor:. Town of Southoid its power to execute such contract to any entity, public or private, without the previous written consent of NYSDOT first having been obtained. 11: Independent Contractor. The officers and employees of the Sponsor, in accordance with the status of th? Spot,sot as an independent contractor, covenant and a§ree that they will conduct themselves consistent with such status, that they will neither hold themselves out as nor claim to bean officer or employee of the State by reason hereof, and that they will not by reason hereof, mak~e any claim; demand o,r application ta or for any right or privilege applfcab e. to.an officer or em[~jqy~e ~th~State, ~i~clddi~ ]~ut notlimited to, Workers' C(~ndpefis~i~ion c0verage~' ~bne"~[0ym,eng!r!~urance,l~ehe~'its/$o~iai Security or Retirement me~be, rship or credik 12. Appendi~ A~ ktaTn'd~r~l 'Orovisions for all New York State Contracts, is attached hereto and is hereby made a ~b~rC6f fbi§ asreement as if set forth fully heroin. 13. Term of AgTeement. As to the Project or projects described in Schedule(s) A, this agreement takes effect as of the date of t~is Master Agreement as first above written. This agreement takes effect consistent with the date of Project work established and described in any duly executed and approved Schedule A or Supplements to Schedule A. Failing Project completion within the period set forth in Schedule A or Supplements to Schedule A, or agreement by NYSDOT to extend a Project comoletion date for good cause, this Agreement will expire and be of no further force or effect. This agreement shall only remain in effect so long as Multi-Modal 2000 funding authorizations ar~ i~ effect and funds are made available pursuant to the laws controlling such authonzatlons a~. a.;vmlabfllhes. However, ~f such authonzat~ons or avadabfl~t[es lapse and are not. renewed, cor~inL~ed or reenacted, as to funds encumbered or available and to the extent of such encumbrances ~r availabilities, this agreement shah remain in effect for the duration of such encumbr'an~es o~v~ilabilities. Although the liquidity of encumbrances or the availability of funds m,a7 be aff~ct(~d by budgetary hiatuses, a state I~)udgetary hiatus will not by itself be co'nstrue~ to I~ps~'~is agreement, provided any necessary State appropriations or other funding authorizations th~i~e~or are eventually enacted. Master Municipal Multi-Modal 2000 (MM2000) Agreement Municipal Sponsor: Town of Southold IN WITNESS WHEREOF, NYSDOT has caused this Agreement to be signed by its authorized representative and Sponsor has caused this Agreement to be signed by its duly authorized officer, tO be effective on the date first written above. Sponsor: Town of Southold TITLE: DATE: New York State. De.p~a~rt_m_egtr~f Transportation: BY: ~¢gK 8. for the Commi~ioner of Transportation Age~c~ Certification: In addition to the ac~ep~nce ~ this contrad, I also c~i~ ~e ori~l co~ of this sig~ture will be a~aqh~ to a[[oth~ ~act copies of this contrad DATE: Sponsor ACKNOWLEDGMENT STATE OF NEW YORK ) )ss.: COUNTY OF So1: po L~k:_ ) On this j(g~ day~o~e_~ k,~./ in the year 2001, before me, the undersigned, personally appeared ,.-~zu~ u.3. ('~ , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, acknowledged to me that h~_/s~ is the ~.~[:)~.cu ~ ~ ~tu of the Town_of Southold _ , executed such instrument in his/J~ ca,,p..acity pursuant to authority duly vested in him/her by Town of Southold and that by his/he_~ signature on the instrument, the individual, or the person upon behalf of which the individual acted,, executed this instrument. NOTARY PUBLIC, State of New Yolk No. 01D04§34870 Nota~l~ublic QuaJifled in Suffolk County ~,~,~..~ CommL~on Expires Septembe~ 307.c"~.~-~ APPROVED AS TO FORM: BY: 6 Multi-Modal 2000 (MM2000)Municipal Project Schedule A Municipal Sponsor Name: Town of Southold MULTI-MODAL 2000 PROGRAM - SCHEDULE A (Use only for Municipally-owned Highway/Bridge/Aviation projects with $tM or less in MM£O00 Funding) t. Name of Municipal Proje~ Owner. Town of Southold 2. Project Title: Brushes Creek Bridge and Culvert Replacement - Phase I 3. MM2000 PIN#: MS2223.30A 4. Maximum MM2000 Reimbursement: $150.000 5. MA~ER,Municipal MMv000 OSC Coritract #: D018648 '6, Muhici~a~J Contact: N~me~Title: Jean W: Cochran Supervisor Organization: Town of Soathold Address; Town Hall, P.O. Box 1179 City/State/Zip: Southold, NY 11971 7. Project L~cafion:~, Peconic Bay Blvd. Route/Name: From: at Brushes Creek Brid,qe To: 8. Project Description/Scope: Replace Bridge Culvert on Brushes Creek 9. Project Schedule Beginning Date: 1/01 Project Ending Date: 1/03 10. Project Cost Summary: COST State Local Funding SUMMARY MM 2000 Funding (Insert zero if none) TOTAL: $150,000 ~~- 'j~ 11. Eligible Project Type: (Please check one) Highway Resurfacing F~ridge Rehabilitation New Highway Const. New Bridge Const. -- Highway Reconslruclion X~Bridge Replacement nterchange Const.\ReconsL __ Intersection JmprovmenL_ __ Aviation (Is this project consistent with an approved AJrpor[ Layout Plan? Yes No Other (please explain):. 13. Please printyourName&Titlehere' '~-.a~-o._~U~ ~(~ MM2000SchA.wpd (7/01) Master Municipal Multi-Modal 2000 (MM2000) Agreement Municipal Sponsor: Town of 5outhold APPENDIX A STANDARD CLAUSES FOR ALL NEW YORK STATE CONTRACTS 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 5. NON-DISCRIMINATION REQUIREMENTS. In Section 41 of the State Finance Law, the State shall accordance With Article 15 of the Executive Law have no liability under this contract to the (also known as the Human Rights Law) and all Contractor or to anyone else beyond funds other State and Federal statutory and constitutional appropriated and available for this contract, non-discrimination provisions; the Contractor will not discriminate against any employee or applicant 2~ NON-ASSIGNMENT CLAUSE. In accordance for employment because of race, creed, color, sex, with Section 138 of the State Finance Law. this national origin, age, disability or marital status. contract may not be assigned by the Contractor or Furthermore, in accordance with Section 220-e of its right, title or interest therein assigned, the Labor Law. if this is a contract for the transferred, conveyed, sublet or otherwise disposed construction, alteration or repair of any public of without the previous consent, in writing, of the building or [~ublic work or for the manufacture, sale State and any attempts to assign the contract or distribution of materials, equipment or supplies, without the State's written consent are null and and to the extent that this contract shall be void. The Contractor may, however, assign its righl performed within the State of New York, Contractor to receive payment without the State's prior written agrees that neither it nor its subcontractors shall, by consent unless this contract concerns Certificates of reason of race, creed, color, disability, sex or ParticiDation pursuant to Article 5-A of the State national origin: (a) discriminate in hiring against Finance Law. any New York State citizen who is qualified and available to perform the work; or (b) discriminate 3. COMPTROLLER'S APPROVAL. In accordance against or intimidate any employee hired for the with Section 112 of the State Finance Law (or. if this performance or work under this contract. If this is a contract is with the State University or City building service contract as defined in Section 230 University of New York, Section 355 or Section of the Labor Law, then, in accordance with Section 6218 of the Education Law), if this contract exceeds 239 thereof, Contractor agrees that neither it nor its $10,000 ($20,000 for certain S.U.N.Y. and subcontractors shall, by reason of race, creed, C.U.N.Y. contracts;, or if this is an amendment for color, national origin, age, sex or disability: any amount to a contract which, as so amended, clFs~Crirr~ff~[~-ifi~ring against anyNew York State exceeds said statutory amount, or if, by this citizen who is qualified and available to perform contract, the State agrees to give something other the work; or (b) discriminate against or intimidate than money, it shall not be valid, effective or any employee hired for the performance of work binding upon the State until it has been approved under this contract. Contractor is subject to fines of by the State Comptroller and filed in his office. $50.00 per person per day for any violation of Section 220-e or Section 239 as well as possible 4. WORKERS' COMPENSATION BENEFITS. In termination of this contract and fodeiture of al accordance with Section 142 of the State Finance moneys due hereunder for a second or subsequent Law. this contract shall be void and of no force and violation. effect un less the Contractor shall provide and maintain coverage during the life of this contract for 6. WAGE AND HOURS PROVISIONS. If this is a the benefit of such employees as are required to be public work contract covered by Article 8 of the covered by the~rovis~the W~o~kers' _ _Labor. aw nra h.i~tdi~g~s_e~a~ice_co~act~o2Le£ed_ .__ Compensation Law. by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be MasterMunic~pal Multi-Modal 2000 (MM2000) Agreement '~ "~ Municipal Sponsor: Town of Southold required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as s~t forth in prevailing wage and supplement sche~!d?l les, issi~ed by the Sta~)~abor Department. Fur~rmPm, Con~ractor and'its sUbcontractors'must pay at lea.s~ the pre,va!hng wage rate and. payI r ~)rovide;~t~ prevai Jng S.Upplemerits, indudirtg the premitlr~ira~es' for overtm~ pay, a~ determi'n~dby ~he ~ta~l~j~or'Depa~tm~nt in accordance with the labor LaW. 7. NON-COi2LUSIVE BIDDING REQUIREMENT. In accordance w~th Section 139q:1 of the Sta e Pin~:0 ia% ~i{ this contract was awarded based Upoff the submission of bids,'Contract or warrants, Bndet ~al~of perJUry, th~s ~ts b~d was arnved at indepe~den~l~ and Without collusion aimed at reslri( lin;; ( olnj )eli!ion. ('ontractor furtherw~rants lilal al Iho liln<.' ( )~ulra{'ln~ submitted its bid. an aulh,,)ri/cd ,in;I :'e>l,un<ibl(} person~executed and del(~e~edr~¢Ee State a non-collusive, bidding cert~tio~ ~0~ Contractc~'s behalf. 8. INTERNATIONAL BOYCOTT PROHIBITION. In accordanc~e~th Section 2204 of the Labor Law and Section 139,h of [he State Finance Law, if this contract ex~s, $5,000, the Contractor agrees, as a mat~ri;al (~or~JitJbn Of the contract, that neither the Contract..o:r rk~r apy ~ubstantially owned or affiliated ffrm/bartne~ship or corporation has person, parfi}:~pa{ed~i,is- *:;'Pa~ti;,cipating, Or shall participate in an violation of the federal 1979 (50 USC App. el seq,) orregulations thereunder. If Oi~the aforesaid affiliates of otherwise found to alations u pon the final ?United States Commerce g~ '~ , ,I Jl r .~j' ' -?b.q"~.ppropriate agency of the L .. I .. : . ~ , the contract's execuCi~oB,' ~tt~h i~:oritract, amend ment or modificatio~ tl~(~reto shall be tendered forfeit and voice. The Gi~?ractor shall so notify the State ~ ." .' ." i~'~' "~ *' . .... business days of such i , ·. '~ ~ ~r disposition of appeal (2 ~:41YCP~ ~(~5.4). 9. ;~ET~-OFF3~GHTS. Tt~S~at-e:~hall ~ave all of its core'men la~! equitable and statutory rights of set- off. These rights shall include, bur not be limited to, the State's option to withhold for the purposes of set-off any moneys due to the Con~ractor under this contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State departmentor agency, including any contract for a term commencing prior to the termof this contract~,pJ~usl ai'ly~ ancounts due and owing to the State for any,other reason inclUdin gd ,vzith out ]i~itati0n ;tgix dq[[nq~encies, fee de n~luen~i~s ,~r morletarY pe~alti~ relative thereto. The State sltat] exet~ itS~,seEoff rights in accordance with norm,~ Sta~e~pra'd~ce< mc udmg, in cases ors(q-Oil' pur.uanl Io finalization of'such a ,udi~b~..~,:$.tat:e~agency, its representatives, or the ~pt~olJen, 10. RECORDS. The Contra~0r Call establish and ma nta n comp ete and accurate ~oks,tmco ds, documents, accounts and o~er q¥i~dence directly pertinent to performanceS:under tills,contract (hereinafter. collectivelyC'the)Reco~d~s?); 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 and examination, as well as the agency or agencies nvolved in this contract, shall have access to the Records during normal businpss' hours at an office of the Contractor within the ~:tate,01: ix aw York or, if no such office is available, ara mutually agreeable and reasonable venue withir~ theState, for the term specified above for the purposes of, inspection, auditing and copying. The State shall take reasonable steps to protect from nublic disclosure any of the Records which ate exempt from disclosure under Section 87 of the ,Public Officers Law {the "Statute") provided, that: (i),the Contractor shall timely inform an approlSdate State official, in writing, that said records shobld notlbe discloseci; and (ii) said records shall be sufficiently identifie0; 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: 2 Master Municipal Multi-Modal 2000 (MM2000) Agreement Municipal Sponsor: Town of $outhold FEDERAL EMPLOYER IDeNTiFICATION N UMBER and/or FEDERAL SOCIAL SECURITY NUMBER. Accounting System by the Director of State Accounts Office of the State Comptroller, AESOB, Albany, New York 12236. Alt nvoices or New York State standard vouchers submitted for payment for the sale of goods of 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 employer 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 other 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. 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 ~s committed to expend or does expend funds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to the contracting 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 $10(3 000.00 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, promolion, upgradings, demotion, transfer, layoff, or termination and rates of pay or other forms of compensatic~n; (2) The ~ersonal 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 (b) at the request of the contracting agency, the Contractor shall request each employment agency, labor union, or authorized representative of workers wi~h which it has a collective bargaining or other Agreement or understanding, to furnish a 3 Master MunicipaJ Multi-Modal 2000 iMM2000)Agreement Municipal Sponsor: ~own of $outhold written statement that such empio~ ment agency, labor union or representative will nobdiscfiminate on the basis or race, creed, cotor, national origin,, sex, age, disability or marital status and that such union or representative wi l I affirmafrvely coopera[e i n the implementation of the Contractor's obligations herein; and Ic) the Cpntractor shall state, in all solid~ations or advertisements for employees, that,, in the performance of the State conttaCt, ail qualified applicants will be afforded e~qual employment opportunities without discrimination because of race, creeds, color, national origin, sex, age, disability or marita~ status. Contractor will include the prowsions 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") exceptwhere the Work is for the beneficial use of the Contractor. Section 312 does not apply to: (~ work, goods or services unrelated to this contract; or (ii) employment outside New York State; or (iii),banking services, insurance policies or the sale or securities. The State shall consider compliaBce by a Contractor or subcontractor with the~ requirements of any federal law conceming equal employment opportunity which effectuates the purpose ofthis section. The contracting agency shall determine whether the imposition of the requirements of the provisions hereof duplicale 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. 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 CCPLR"), Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon Contractor's actual receipt of process or upon the State's receipt of the return thereo[ by the United State 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 thirt3, (30) calendar days after service hereunder is complete in which to respond. 1 3. CONFLICTING TERMS. In the event of a conflict betwebn the terms of the contract (including any and all attachments thereto and amendments thereoT') and the terms of this Appendix A, the terms of this Appendix A Shall conttot.