Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
C&S Engineers, Inc
EL~ETt~ Ao NEVILLE TOWN CLE~ P~EGIST~ OF ~T~ STATIST]CS ~GE OFFICE~ ~ECO~DS ~AGE~ENT OFFICER F~gDOM OF ~'FO~TION OFFICER Town Hs]], 53095 Main Road P.O. Box 1179 Svuthold, New York 11971 Fax (631) 765-6145 Telephone (631) 765-1860 souihold~own.no~hfork.nel OFFICE ©P ~ T©~ CLEI~ TOWN ©F SOUTHOLD TH][S IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 368 OF 2004 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MAY 4~ 2004: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Joshua Y. Horton to execute a Cost Plus Fixed Fee Consultant A~reemeut with C & S En2ineers, ][nc= 499 Col. Eileen Collins Boulevard, Syracuse, New York 13212, in the amount of $79,539.000for construction observation and administration of the apron & access taxiway project at Elizabeth Field Airport, Fishers Island, New York, all in accordance with the approval of the Town A3omey. Elizabeth A. Neville Southold Town Clerk C&S Engineers, Inc. CoL Eiiee:~ Co[[ins 3oulevar¢ 5)racus~, ~¥ ]3212 ~one 3~ 5~q55-20~ f~x 3i 5-455-968~ April 20, 2004 Elizabeth Neville Town of Southold Town Hall, P.O. Box 1179 53095 Route 25 Southold, NY 11971 Elizabeth Field ALTon Apron & Access Taxiway Project Cost Plus Fixed Fee Consultant Agreement for Construction Observation & Administration File: 211.008 Dear Ms. Neville: Enclosed for execution are six copies of the Cost Plus Fixed Fee Consultant Agreement for Construction Observation & Administration services for Ods project. The amotmt of ~ds Agreement has been approved by the Federal Aviation Administration and is identical to the draft agreement previously submitted for your review. If acceptable, please execute ail six originals of~e agreement, retain two for your records and return the remainder, along with a copy of~e resolution authorizing execution, to my attention for distribution to the FAA and NYSDOT. If you have any questions m reference to the enclosed, please do not hesitate to contact our office. Very truly yours. C&S NGINEE,RS, Bruce W. Clark, PE M~.aging Engineer BWC/tkg Enclosures Cc: Mr. Thomas Doherty COST ~US ~D FEE CONSULTANT AGREEMENT CONSTRUCTION OBSERVATION & ~M1NISTRATION APRON & ACCESS TAXIWAY PROJECT AT ELIZABETH FIELD AIRPORT FIS~RS ISLAND~ NEW YORK FAA AI? NOo 3-36-0@29-09-02 NYSDOT NO. 091[3o0~ TABLE OF CONTENTS ARTICLES PAGE ARTICLE 1--DESCRIPTION OF SERVICES TO BE PERPORMED ........................................ 1 ARTICLE 2--PR©VISION POR PAYMENT - TIME FOR PERFORMANCE ............................. ARTICLE 3--STANDARD OF CARE, STANDARD PRACTICES, AND REQUIREMENTS .......... 3 ARTICLE 4--ENTIRE AGREEMENT .............................................................................. ARTICLE 5--TAXES, ROYALTIES, AND EXPENSES ........................................................ ARTICLE 6--CONSULTANT LIABILITY ......................................................................... ARTICLE 7--LABOR LAW REQUIREMENTS ................................................................... ARTICLE 8--NONDISCRIMINATION PROVISIONS .......................................................... 4 ARTICLE 9--W©RKER'S COMPENSATION AND LIABILITY INSURANCE ........................... 4 ARTICLE 10--ASSIGNMENT REQUIREMENTS ................................................................ 5 ARTICLE 11--ADDITIONAL SERVICES ......................................................................... ARTICLE i2--ABANDONMENT OR AMENDMENT OF PROJECT AND TERMINATION ......... ARTICLE 13--SUSPENSI©N ©P SERVICES ..................................................................... 7 ARTICLE 14--INTERCHANGE OP DATA ........................................................................ ARTICLE 15--DISPOSITION ©P PROJECT DOCUMENTS .................................................. 8 ARTICLE 16--CODE OF ETHICS ................................................................................... 8 ARTICLE iT--INDEPENDENT CONTRACTOR ................................................................. ARTICLE 18--PATENT RIGHTS AND COPYRIGHTS ........................................................ 8 ARTICLE ig--NEW YORK STATE PARTICIPATI©N ......................................................... 9 ARTICLE 2O--EEDERAL PARTICIPATION ...................................................................... 9 ARTICLE 21--MISCELLANEOUS .................................................................................. 9 ARTICLE 22 -- SUBCONSULTANTS/SUBCONTRACTORS ............................................... ARTICLE 23 -- PORCE MAJEURE ............................................................................... I0 ARTICLE 24 -- DISPUTE RESOLUTION ....................................................................... SCHEDULE A--SCOPE OF SERVICES .................................................................. A-l, A-4 SCHEDULE B--COST SUMMARY AND FEE SCHEDULE .......................................... B-l, B-2 SCHEDULE C--PROJECTED ALLOWABLE OVERHEAD ................................................ C-1 SCHEDULE D--SPONSOR'S CERTIFICATION FOR SELECTION OF CONSULTANTS.... D-1, D-2 SCHEDULEE--RESOLUTION .................................................................................... E-1 SCHEDULE F--[INTENTIONALLY OMITTED] ................................................................... SCHEDULE G--CERTIFICATION OF CONSULTANT ...................................................... G-1 SCHEDULE H--AIRPORT AID PROGRAM .................................................................... H-1 SCHEDULE I--NEW YORK STATE DOT REQUIREMENTS .......................................... I- 1, I-3 COST ~LUS FIXED FEE CONSULTANT AGREEMENT FOR CONSTI~UCTION OBSERVATION & ADMINISTRATION PROJECT: Apr~)n & Access Taxiway E~gaBeth Field Airport This Agreement, made effective this day of ,2004, is by and between, Town of Southold, a New York municipal corporation, (hereinafter referred to as the "SPONSOR"), and C&S Engineers, ][nc., a New York business corporation having irs principal offices at 499 Col. Eileen Collins Boulevard, Syracuse, New York 13212 (hereinafter referred lo as the "CONSULTANT"). WITNESSET'ff: That the SPONSOR and the CONSULTANT, for and in consideration of the mutual obligations set forth herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, agree as follows: AP, TICLE 1--1~ESCI~IPTION OF SER. VICES TO BE PERFORMED The SPONSOR hereby retains the employ of CONSULTANT because of its ability arid reputation, and the CONSULTANT accepts such retention, to perform for the SPONSOR the services of tine Project more particularly described in Schedule "A', which is attached hereto and made a part hereof (the "Basic Services"). The SPONSOR'S resolution or other authorization for retaining the CONSULTANT is a~ached hereto and made a part hereof as Schedule "E". The SPONSOR has completed, or wilt complete, a "Certification for Selection of Consultant" in connection with the execution of this Agreement, a copy of which is attached hereto and made a parr hereof as Schedule 'D'. AII~CLE 2--PItovISION POR PAYMENT - TEME FOR I:~,RFORMANCE Basis for ?ayment--The SPONSOR shall pay the CONSULTANT, and the CONSUI:FANT shall accept, as full compensation for the performance by the CONSULTANT of the Basic Services under this Agreement, the following: Item 11: Direct Tectmical Salaries of ail employees assigned to the Project on a full-time basis for all or part of the term of this Agreement, plus properly allocable pariial salaries of all employees working part-time on the Project, all subject to audit. Overtime in accordance with the terms of this Agreement shall be charged under this Rem. The cost of Principals' salaries (or allowable portion thereof) included in Direct Technical Salaries during the period that they are working specifically on the Project (productive time) are eligible if their comparable time is also charged directly to other projects in the same manner. Otherwise, Principals' salaries are only eligible as an overhead cost. Item II--Actual Direct Nonsalary Costs incurred during the term of this Agreement, as defined in Schedule 'B", which is attached hereto and made a part hereof, ail subject to audit. Item III--Overhead Allowance based on agreed upon overhead during the term of this Agreement, F:\Project/211 - TOWN OF $OLITHOLD\21100I¢02\CONSTXAGREEM ENT~INS P-CPFF.dc¢ 0103 as set forth in Schedule "C", which is attached hereto and made a part hereof. Item IV--FLier 17ee--A negotiated lump sum fee, which in this Agreement shall equal $9,455.00. This Fixed Fee is not subject tn audit, and is not subject to review or modification unless the SPONSOR determines that such review or modification is justifiable and advisable. A summary of the monies due the CONSULTANT under Items I, II, III, and IV is set forth in Schedule "B". Item V--In the event of any claims being made or actions being brought against the Project, the CONSULTANT agrees to render assistance to the SPONSOR in respond/ng to the claim or action. Such assistance, and the costs associated therewith, shall be an Additional Service as described in Article 11 hereof. PartiM Payments--The CONSULTANT shall be paid in monthly progress payments based on actual allowable costs incurred during the month in accordance with Section A of this Article. Monthly invoices shall clearly identify the costs of the services performed. A percentage of the Fixed Fee described in Section A, Item W, of this Article shall be paid with each monthly progress payment. The percentage to be used in calculating the monthly payment under Section A, Item W, shall equal the ratio of the costs expended during the billing period to the maxhnum mount payable (exclusive of Fixed Fee) allocated to fulfill the terms of this Agreement as established herein. Accounts of the CONSULTANT shall clearly identify the costs of the services performed under this Agreement and may be subject to periodic and final audit by the SPONSOR, the New York State Department of Transportation (NYSDOT), and the Federal Aviation Administration (FAA). Such an audit shall not be a condition for making partial payments. Final Payment--Payment of the final invoice shall be made upon completion and acceptance of the Project by the SPONSOR, the NYSDOT, and the FAA. The maximum amount payable under this Agreement, including the CONSULTANT'S fixed fee, shat1 be $79,539.00 unless there is a substantial change in the scope, complexity, character, or duration* of the Basic Services to be performed in conjunction with Item VI above. *Duration is applicable to construction observation only. Execution of this Agreement by the SPONSOR and the CONSULTANT constitutes the SPONSOR'S written authorization to the CONSULTANT to proceed as of the above-written date with the performance of Basic Services as set forth in Schedule "A'. The time for completion of the Basic Services under this Agreement, subject to the provisions of the following paragraph and of Articles 12, i3 and 23 hereof, shall be as recorded in Schedule "A". If the SPONSOR fails to make any payment due the CONSULTANT for services and expenses within forty-five (45) days after receipt of the CONSULTANT'S invoice therefor, then the amounts due the CONSULTANT shall be increased at the rate of 1.5% per month from said forty-fifth (45~) day. Payments will be credited first to principal and then to interest. Additionally, the CONSULTANT may, after giving seven (7) days' notice to the SPONSOR, suspend services under this Agreement until the invoice is paid. Upon payment in full by the SPONSOR, the CONSULTANT shall resume performance or furnishing of services under tb2s Agreement, and the time schedule and compensation set forth in Schedule "B" hereto shall be equitably adjusted to compensate for the period of suspension. -2- ARTICLE 3--STANDARD OF CARE~ STANDARD PRAcTIcEs~ AND REQUIREMENTS The standard of care for all professional engineering and related services performed or furnished by the CONSULTANT under this Agreement shall be the care and skiI1 ordinarily used by members of the CONSULTANT'S profession practicing under similar conditions at the same time and in the same locality. Before beginning to perform or furnish any service hereunder, the CONSULTANT shall ascertain the standard practices of the SPONSOR, the New York State Department of Transportation (the "NYSDOT"), and the Federal Aviation Administration (the "FAA"), if any, for projects of a type similar to this Project. Where the CONSULTANT deems it practicable to do so, the services to be provided or famished under this Agreement shall be performed in accordance with these standard practices as long as they are consistent with the standard of care. If any of these standard practices are inconsistent with the CONSULTANT'S standard of care or are in conflict with one another, or if strict adherence to the same is impossible or undesirable, then the CONSULTANT'S services may vary or deviate from such standards. AI~T[CLE 4--ENT~ AGREEMENT This Agreement, with ks accompanying Schedule or Schedules, constitutes the entire agreement between the SPONSOR and tt,.e CONSULTANT with respect to its subject matter, and supersedes any prior agreement, whether written or verbal, with respect to that subject matter. This Agreement may be amended or modified only by written instrument signed by the SPONSOR and the CONSULTANT. ARTICLE 5--TAXES~ I~OYALTIES~ AND EXPENSES The CONSULTANT shall pay ali taxes, royalties, and expenses incurred by the CONSULTANT in connection with performing its services under this Agreement, unless otherwise provided in Article 2. ARTICLE 6--CONSULTANT LIABILITY To the fullest extent permitted by law, the CONSULTANT shall indemnify the SPONSOR against, and hold it harmless from, any suit, action, actual damage, and cost resulting solely from the negligent performance of services or omission of the CONSULTANT under this Agreement, up to the limits of any avail£Vle insurance. Negligent performance of services, within the meaning of this Article, shall include, in addition to negligence founded upon tort, negligence based upon the CONSULTANT's failure to meet professional standards and resulting in obvious or patent errors in the services performed hereunder. Nothing in this Article or in this Agreement shall create or give to third parties any claim or right of action against the CONSULTANT or the SPONSOR beyond such as may legally exist irrespective of this Article or this Agreement. ARTICLE "/--LABOR LAW REQUTRIgMENTS The CONSULTANT, and any subconsultant or subcontractor retained by it in connection with the performance or famishing of services under this Agreement, shall comply wkh the requirements of state or federal statutes, regulations, or orders applicable to the employment of employees, as set forth in Schedules H and I, which are attached hereto and made a part hereof. The SPONSOR recognizes that the CONSULTANT will be required by the New York State Department of Labor (the "NYSDOL') to compensate its personnel performing field survey work in accordance with F:\Proje¢t\211 - TOWN OF $OUTHOLD~ 11OOS02\CONSTkAGREEMEN15INSP~CPFF.dO: 0103 applicable state wage rates in effect at the same time services are performed. The SPONSOR understands that the CONSULTANT has no control over these labor rates and their periodic increases. Therefore, the SPONSOR agrees to compensate the CONSULTANT for field survey services included as a part of this Agreement in accordance with the NYSDOL Prevailing Rate Schedule, which is incorporated by reference into this Agreement. Furthermore, the SPONSOR. shall compensate the CONSULTANT for ali increases in labor costs, including applicable overhead and profit, when those increases occur by direction of the NYSDOL. Billings for, and payments by the SPONSOR of, these increases will take place routinely in accordance with the appropriate terms of this Agreement and these increases will be paid as an additional cost over and above ~e agreed amount. · t~,RT~CLE $--~OND]$CI~Mi~AT[ON ~ROV~S~iONS During the performance of its services under this Agreement, the CONSULTANT, and any subconsukant, subcontractor, or vendor retained by it, shall comply with the nondiscrimination requirements set forth in Scl~edules "H" and 'T' hereto, as applicable to this Project. The CONSULTANT will include the provisions of Schedules "H" and "I" in every subconsultant agreement, subcontract, or purchase order in such a manner that such provisions Mll be binding upon each subconsultant, subcontractor, or vendor as to operations to be performed wittfin the State of New York. The CONSULTANT will take such action in enforcing such provisions of such subconsultant agreement, subcontract, or purchase order as the SPONSOR may direct, L~cludthg sanctions or remedies for non- compliance. If the CONSULTANT becomes involved in or is threatened with litigation by a subconsultant, subcontractor, or vendor as a result of such dLrection by the SPONSOR, the CONSULTANT shalipromptly so notify the SPONSOR'S legal counsel, requesting such counsel to intervene and protect the interests of the SPONSOR. ~CLE 9--WORKER'S COIVII:~ENSATII@N ANID L]~ABILITY iNSURANCE The CONSULTANT agrees to procure and maintain at ks own expense, and without direct expense to the SPONSOR, until final acceptance by the SPONSOR of the services covered by this Agreement, insurance of the kinds and in t~e amounts hereafter provided, wri~en by insurance companies authorized to do bnsiness in the State of New York. Before commencing the performmnce of services hereunder, the CONSULTANT shall furnish the SPONSOR a certificate or certificates, in form satisfactory to the SPONSOR, show~2.g that it has complied with this Article, which certificate or certificates shall provide that the policies shall not be changed or canceled until thirty (30) days' written notice has been given to the SPONSOR. The kinds and amounts of insurance required are as follows: Policy or policies covering the obligations of the CONSULTANT in accordance with the provisions of any applicable worker's compensation or disability benefits law, including for the State of New York Chapter 41, Laws of I914, as amended, known as the Workers' Compensation Law, and amendments thereto, and Chapter 600 of the Laws of 1949, as amended, known as the Disability Benefits Law, and this Agreement shall be void and of no effect unless the CONSULTANT procures such policy or policies and maintains the same in rome during the term of this Agreement. Policy or policies of commercial genemI liability insurance, with broad form endorsement covering, among other things, the CONSULTANT'S obligation under Article 6 hereof, with limits of liability of not less than One Million Dollars ($1,000,000) for all damages arising out of bodily injury, including death at any time resulting therefrom sustained by one (1) person in any one (1) accklent; and, subject to that limit for each person; not less than Three Millinn Dollars ($3,000,000) for ail damages arising out of bodily injury, including death at any time resulting therefrom, sustained by -4- two (2) or more persons in any one (1) accident; and not less than One Million Dollars ($1,000,000) for all damages arising out of injury to or destruction of property in any one (1) accident, and, subject to that limit per accident, not less than Three Million Dollars ($3,000,000) for all damages arising out of injury to or destruction of property during tine policy period. I. Liability insurance issued to and covering the liability of the CONSULTANT'S subconsnitants and subcontractors, having the same pdiicy limits as those set forth above, with respect to all services or work performed by said subconsultants or subcontractors under this Agreement. Protective liability insurance issued to and covering the liability of the CONSULTANT with respect to all services under this Agreement performed for tine CONSULTANT by subconsultants or subcontractors. Professional liability insurance issued to and covering the liability of the CONSULTANT with respect to ail professional services performed by it under this Agreement. The SPONSOR, the NYSDOT, and the FAA shall be named as additional insureds, as their interests may appear, under the insurance coverages described in Paragraph B above, except for the coverage described in Subparagraph {3), which coverages shalI be subject to all of the terms, exclusions, and conditions of the applicable policy. ARTICLE 19--As$lGNM~rr REQU~ElVI~NTS The CONSULTANT specifically agrees that: It is prohibited from assigning, transferring, conveying, subletting, or otherwise disposing of this Agreement or of its right, title, or interest herein, or its power to execute this Agreement, to any other person, company, or corporation without the previous consent in writing of the SPONSOR, the Commissioner of the NYSDOT, and the FAA. If fi'ds provision of the Agreement is violated, the SPONSOR may terminate this Agreement for cause in accordance with the provisions of Article 12. Furthermore, the SPONSOR shall be relieved from any liability and obligation hereunder to the person, company, or corporation to whom the CONSULTANT shall assign, transfer, convey, sublet, or otherwise dispose of this Agreement in violation of the foregoing paragraph (A), and such transferee shall forfeit end lose ail monies assigned to it under this Agreement, except so much as may be required to pay its employees. ARTICLE Il--ADDITIONAL SERVICES If authorized in writing by the SPONSOR through a Supplemental Agreement, the CONSULTANT shall furnish or obtain from others any service that is beyond the scope of Schedule "A" ("Additional Services"). The scope and time for performance of, and payment from the SPONSOR to the CONSULTANT for, any Additional Services (which shall be on the basis set forth in Schedule "B") shall be set forth in such Supplemental Agreement. -5- ARTICLE 12--ABANDONMENT OR AMENDMENT OF tr~ROJECT AND TERMINATION A. ABANDONIV~,NT OR AMENDMENT OF TIlE PROJECT--The SPONSOR shall have ~he absolute right to abandon or to amend its Project or to change the general basis of performance at any time, and such action on its part shall in no event be deemed a breach of fffis Agreement. If the SPONSOR amends ks Project or changes the general basis thereof, and the CONSULTANT is Of the opinion that Additional Services am made necessary thereby, then provisions of Article 11 of this Agreement with respect to Additional Services shall apply. If the Sponsor abandons the Project, then the provisions of Paragraph B(1)(b) below shall govern payment to the CONSULTANT. B. TERMINATION The obligation to provide further services under this Agreement may be termluated: 1. For Cause: a. By either party upon thirty (30) days' prior written notice in the event of substantial failure by the other parry to perform in accordance with the terms of this Agreement through no thnk of the terminating party. Notwithstanding the foregoing, this Agreement will not ~ermluate as the result of such substantial failure if the party receiving notice begins, within seven (7) days after receipt of such notice, to correct its failure to perform and proceeds diligently to cure such failure within thirty (30} days of such receipt; provided that, if and to the extent that such substantial failure cannot reasonably be cured within such thirty (30)-day period, and if the party has diligently attempted to cure the failure and thereafter continues diligently to cure the problem, then the cure period may, in the discretion of the terminating party, be extended to sixty (60) days after the receipt of notice. b. By the CONSULTANT upon seven (7) days' written notice if (a) the CONSULTANT believes that it is being requested by the SPONSOR to perform or furnish services contrary to or ia conflict with the CONSULTANT'S responsibilkies as a licensed design professional or the standard of care set forth in Artlule 3 hereof; or (b) the CONSULTANT'S services are delayed or suspended for more than ninety (90) days, consecutively or in the aggregate, for reasons beyond the CONSULTANT'S control; or (c) the SPONSOR has abandoned, or is considered to have abandoned, the Project. 2. ]For convenience by the SPONSOR, effective upon the receipt of notice by the CONSULTANT. C. PAYMENTS UPON TERMINATION 1. For Cause: a. By the SPONSOR: If the SPONSOR terminates this Agreement for cause upon completion of any phase of Basic Services, then progress payments due the CONSULTANT in accordance with this Agreement for all such services performed by or furnished through the CONSULTANT and its subconsultants, subcontractors, and vendors through the completion of such phase shall constitute total payment for such services. If the SPONSOR terminates this Agreement for cause during any phase of Basic Services, the CONSULTANT will also be paid for such services performed or famished lu accordance with this Agreement by the CONSULTANT during that phase through the date of termination on the basis specified in Schedule "B". The CONSULTANT will also be paid for the charges of its subconsultants, subcontractors, or vendors who performed or furnished Basic Services to the extent that such services have been performed or furnished in accordance with this Agreement through the effective date of the termination. The SPONSOR shall aiso pay the CONSULTANT for alt unpaid Additional Services and unpaid Reimbursable Expenses. b. By the CONSULTANT: If the CONSULTANT terminates this Agreement for cause upon F:\Project\211 - TOWN OF SOUTHOLD\21100802\ CONSTXA G REEM£NTkINS P CPFF.dc~ 0103 completion of any phase of Basic Services, then progress payments due the CONSULTANT in accordance with this Agreement for all such services performed or furnished by the CONSULTANT and its subconsukants, subcontractors, or vendors through the completion of such phase shall constitute total payment for such services. The CONSULTANT shall also be paid for ail unpaid Additional Services and unpaid Reimbursable Expenses, as well as for the CONSULTANT'S reasonable expenses directly attributable to termination in accordance with the rates for Additional Services set forth in Schedule "B" measured from the date of termination, includ'mg fair and reasonable sums for overhead and profit and the costs of terminating the CONSULTANT'S contracts with its subconsulmnts, subcontractors, or vendors. 2. For convenience a. If the SPONSOR terminates this Agreement for convenience upon completion of any phase of Basic Services, then progress payments due the CONSULTANT in accordance with this Agreement for all such services performed by or furnished through the CONSULTANT through the completion of such phase shall constitute total payment for such services. If the SPONSOR terminates this Agreement for co~,~venience during any phase of Basic Services, the CONSULTANT will also be paid for such services performed or famished in accordance with th/s Agreement by the CONSULTANT dnring that phase through the date of termination on the basis specified in Schedule "B". Addkionaily, the CONSULTANT will be paid for the charges of its subconsultants, subcontractors, or vendors who performed or furnished Basic Services through the effective date of termination. The SPONSOR shall also pay the CONSULTANT for ali unpaid Additional Services and unpaid Reimbursable Expenses, as well as for the CONSULTANT'S reasonable expenses directly attributable to termination in accordance with the rates for Additional Services set forth in Schedule "B" measured from the date of termknation, including fair and reasonable sums for overhead and profit and the costs of terminating the CONSULTANT'S contracts with its subconsultants, subcontractors, or vendors. A~TICLE ~3--SUSPENSION @~' SERVICES If the CONSULTANT'S services hereunder are delayed or suspended, in whole or in part, by the SPONSOR for more than thirty (30) calendar days, consecutively or in the aggregate, through no fault of the CONSULTANT, then the CONSULTANT shall be entitled to equitable adjustments of rates and amounts of compensation to reflect, among other things, reasonable costs incurred by the CONSULTANT in connection with the delay or suspension and reactivation and the fact that the time for performance of the CONSULTANT'S services hereunder has been revised. If the delay or suspension persists for more than ninety (90) days, consecutive or in the aggregate, then the CONSULTANT may consider the Project to have been abandoned by the SPONSOR and may terminate this Agreement for cause. Upon the SPONSOR'S resumption of its Project, and if the CONSULTANT has not terminated this Agreement for cause, the CONSULTANT shall resume its services under this Agreement utuil the services are completed and accepted, subject to any adjustment in the rates set forth in. Schedule "B" because of the passage of time. ARTICLE ~14--~NTERCHANGE OF DATA During the performance of this Agreement, ali teclmical data in regard to the Project whether (a) existing in the office of the SPONSOR or Co) existing in the office of the CONSULTANT, shall be made available to the other party to this Agreement without expense to such other party. ~TICLE 15--DIS~OSI[TION OF [~R@JECT DOCUMENTS At the tkme of completion of its services and upon payment in full therefor, the CONSULTANT shall make available to the SPONSOR copies of documents prepared as the result of this Agreement. These documents shall then become the property of the SPONSOR and the maintenance of the data therein shall be the sole responsibility of the SPONSOR. Any reuse of the documents by the SPONSOR or others on extensions uf the Project, or on any other project, without written verification or adaptation by the CONSULTANT and ks subconsultants, subcontractors, or vendors, as appropriate, for the specific purpose intended will be at the SPONSOR'S sole risk and expense and wkhout liability or legal exposure to the CONSULTANT or its subconsultants, subcontractors, or vendors. The SPONSOR shall indemnify the CONSULTANT, its subconsultants, subcontractors, and vendors against, and hold them harmless from, all claims, damages, losses, a~d expenses (including reasonable expert and attorneys' fees) arising out of or resulting from such reuse. In the event that this Agreement is terminated for any reason, then within ten (10) days after such termLnation, the CONSULTANT shall make available to the SPONSOR all data and material prepared under tt~s Agreement, including cover sheets, in accordance with and subject to the terms of the above paragraphs. ARTICLE 1.6--CODE OF ETI~CS The CONSULTANT specifically agrees that this Agreement may be canceled or termfuated if any service under this Agreement is in conflict with the provisions of Section 74 of the New York State Public Officers' Law, as amended, and Schedule "G", which is attached hereto and made a part hereof. ARTICLE .~7--[NDE?ENDENT CONTRACTOR The CONSULTANT, in accordance with its status as an independent contractor, shall conduct kself consistent with such status; shall neither hold itself out as nor claim to be an officer or employee of the SPONSOR by reason hereof; and shall not, by reason hereof, make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of the SPONSOR, including, but not Iimited to, workers' compensation coverage, unemployment insurance benefits, Social Security coverage, or retirement membership or credit. ARTICLE ~g--PATENT PdGHTS AND COPYRIGHTS Any patentable result arising out of this Agreement, as well as all information, designs, specifications, know-how, data, and findings, shall be made available without cost to the State of New York or its licensees and the FAA for public use. No material prepared in connection with this Project shall be subject to copyright. The State and the FAA shall have the right to publish, distribute, disclose, or otherwise use any material prepared under this Project, subject to the provisions of Article 15 hereof. -8- F:\Pr~>jecr\211 - TOWN OF SOUTHOLD\21100802\CONST~AGREEM ENT~INSP-C?FF,dcc 0103 ARTICLE 19--NEW YORK STATE PARTICIPATION The services to be performed in this Agreement are included in a NYSDOT Project, which is being undertaken and accomplished by the SPONSOR &r~d the State of New York and pursuant to which the State of New York has agreed to pay a certain percentage of the allowable Project costs. The State of New York is not a party to this Agreement and no reference in this Agreement to the Commissioner of Transportation or any representative thereof, or to any rights granted to the Commissioner of Transportation or any representative thereof or the State of New York by the Agreement, makes the State of New York a party to this Agreement. The CONSULTANT and the SPONSOR agree that properly authorized officials of the State of New York may from time to time inspect ail Project documents for the purpose of insuring compliance with New York State laws and protecting the interests of the State of New York. ARTICLE 2G--FEDERAL PARTICIPATI@N The FAA is not a party to this Agreement, although the Project work program covered by this Agreement is to be financially aided in part by a Grant Agreement between the SPONSOR and the FAA as provided for under the Airport and Airway Development Act of 1970 (P.L. 91258). The SPONSOR and the CONSULTANT hereby agree to comply fully with the conditions set fopl~ in detail in the Grant Agreement as though they were set forth in detail in this Agreement, including the requirements set forth in Schedules "D", "F", "G", and "H" hereto. The CONSULTANT further agrees that, by reason of complying with the condkions of the Grant Agreement, no obIigation is entailed on the part of tnUe FAA to the CONSULTANT. The CONSULTANT and the SPONSOR agree that properly authorized officials of the FAA may from time to time inspect ali Project documents for the purpose of insuring compliance with Federal laws and protecting the interests of the FAA. ARTICLE 21--1~ISCELLANEOUS The CONSULTANT shall require ali persons employed to perform services hereunder, including its subconsultants or subcontractors, agents, officers, and employees, to comply with ail applicable laws in the jurisdiction in which the Project is located. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. By execution of this Agreement, the CONSULTANT represents that it has not paid, and also agrees not to pay, any bonus or commission for the purpose of obtaining any approval of this Agreement. Any notice required under this Agreement shall be in writing, addressed to the appropriate party at the address set forth above (as modified in writing from time to time by such party), and shall be given personally; by registered or certified first-class mail, postage prepaid and return receipt requested; by facsimile transmission, with confirmation of receipt; or by a nationally-recognized overnight courier service, with proof of receipt. Notice shall be effective upon the date of receipt. For purposes of this Agreement, failure or refusal to accept receipt shall constitute receipt nonetheless. E. This Agreement, and the interpretation and enforcement of the provisions hereof, is governed by the laws of the State of New York. -9- F:\Project\211 ~ TOWN OF $OUTHOLD\21100802\CONSTXAG REEMENI~INSP-CPFF.do~ 0103 AI~TICLE 22 -- SUBCONSIJLTANTS/SUBCONTIL~CTORS All subconsultants and subcontractors performing services for or Work on this Project shall be bound by the same required provisions of this Agreement as is the CONSULTANT. As set forth above, all agreements between the CONSULTANT and a subconsultam, subcontractor, or vendor shall include all standard required contract provisions, and such agreements shall be subject to review by the NYSDOT and the FAA. A!RTICLE 23 -- FORCE MAJEURE Any delay in or failure of performance of any party to this Agreement shall not constitute a default under this Agreement nor give rise to any claim for damage, if and to the extent such delay or failure is caused by occurrences or events beyond the control of the party affected, including, but not liroJted to, acts of God, expropriatiun or confiscation of facilities or compliance with any order or request of government authority, affecting to a degree not presently existing, the supply, availability, or use ofpersonnei or equipment; loss of utility services; blizzard, flood, fire; labor unrest; war, riot or any causes the party is unable to prevent w/th reasonable diligence. A party who is prevented from performing for any reason shall immediately notify the other in writing of the reason for the nonperformance and the anticipated extent of any delay. Additionally, if the delay resulting from any of the foregoing increases the cost of or time required by Consultant to perform/ts services hereunder in an orderly and efficient manner, then Consultant shall be entitled to an equitable adjustment in schedule and/or compensation. ARTICLE 24 -- ]I)ISPUTE ![~ESOLtJ'TION SPONSOR and CONSULTANT agree to negotiate in good faith for a period of thitty (30) days from the date of notice of disputes between them prior to exercising their fight under the following paragraph. The thirty-day (30) period may be extended upon mutual agreement of the parties. If any dispute cannot be resolved pursuant to the above paragraph, and only ifmutually agreed by SPONSOR and CONSULTANT, said dispute and all unsettled claims, counterclaims, and other matters/n question between them arising out of or relating to this Agreement or the breach of any provision hereof ("disputes") shall be submitted to mediation by a mediator, to be selected by the parties jointly, prior to a party initiating a legal action against the other, unless initiating mediation would irrevocably prejudice one of the parties. It is the intention of the parties that any agreement reached at mediation become binding. The cost of mediation shall be shared equally between the parties. -I0- 0103 IN WITNESS WHEREOF, this Agreement has been executed by the SPONSOR, acting by and through the Supervisor of the Town of Southold, who has caused the seat of his or her office to be affixed hereto, and by the CONSULTANT, acting by and through a duly-authorized officer, effective the day and year first above- written, subject to the approval of the Commissioner of the NYSDOT, the State Comptroller, and the FAA. SPONSOR Town of S~utholtd ~ Jos~u}t ¥. H6rton Title: Supervisor CONSULTANT C&S ENGINEERS, INC. gru~W. C~ark, P.E. - T~Ie: Managing Eng_'meer F:\Project\211 - TOWN OF SOUTHOLD\211 ~080'~,C ONST~AGREEMENI~ INS P42PFF,deC 0103 SCHEDULE A SCOPE OF WORK Project Title: Apron ~md Access T~xiway gdrport Name: EIL~beth ]~eld gJrport Services Provided: Construction Observation & Administration PROJECT DESCRIPTION: The CONSULTANT shall provide the following professional services, including construction contract administration and full-time construction observation, during construction of the [insert Project title]. The Project will be constructed by the SPONSOR with grant assistance from the Federal Aviation Administration (FAA) Airport Improvement Program (ALP) and the New York State Department of Transportation (NYSDOT). The proposed project consists of the construction of approximately 37,500 SF of apron with tie downs for 7 small aircraft, and 180 linear feet of 25 foot wide access taxiway to Runway 7-25. The proposed development generally includes construction of a 4-inch thick asphalt pavement above a 8-inch layer of aggregate base course. This includes the associated excavation, grading, paving, drainage, and marking that is necessary to complete construction. Professional services to be provided by the CONSULTANT shall include engineering services required to accomplish the following: CONSTRUCTION CONTRACT ADMINISTRATION PHASE The Construction Contract Administration Phase shall consist of observation of the construction to become generally familiar with the progress and quality of the Contractor's work to determine if the work is proceeding in general conformky with the Contract Documents. In addition, the CONSULTANT shall Md the SPONSOR by acting as its Iiaison and Project coordinator with the NYSDOT, and the FAA during the construction of the Project. Construction Contract AdmMistrafion shall include the following items of work: Provide consultation and advice to the SPONSOR during construction, including the holding of a pre- constmctinn conference, weekly construction coordination meetings and other meetings required during the course of construction. Prepare and distribute minutes of all meetings. Review, approve, or take other appropriate action on alt Contractor-required submittals, such as construction schedules and phasing programs, shop drawings, product data, catalog cuts, and samples. Review alternative construction methods proposed by the Contractor and advise the SPONSOR of the impact of these methods on the schedule and quality of the Project. Prepare supplemental drawings and change orders necessary to execute the work properly w~thin the intended scope. Assist the SPONSOR in resolving contractor claims and disputes. Provide interpretation of the Contract Document requirements and advise the Contractor of these on behalf of the SPONSOR when necessary. A-i F:\ProjectL211 ~ TOWN OF SOUTHOLD~21100802\CONSTtAG REEMENT~IN$ p. CPFF.do: 6. Furnish the SPONSOR one reproducible set of the record drawings for the completed Project taken from the annotated record drawings prepared by the resident engineer based upon Contractor- provided information. Prepare reimbursement request packages and coordinate their execution by the SPONSOR and submit to the funding agencies. Conduct pre-final and final inspections of the completed Project with the SPONSOR'S airport personnel, the FAA, and the Contractor. 9. Issue certificates of construction completion to the SPONSOR, the FAA, and the NYSDOT. 10. Perform an orderly closeout of the Project as required by the SPONSOR, the FAA, and the NYSDOT. il. Provide assistance to the SPONSOR as an expert witness in any litigation that may arise from the development or construction of the Project. Payment for this service will be as stated in Article 2A, Item V, of the CONSULTANT Agreement for the Project, of which this Schedule forms a part. CONSTRUCTION OBSERYATION PHASE The construction observation phase shall consist of construction observation by a full-time resident engineer or inspector and supporting staff who will also: Maintain a Project record in accordance with the Manual of Uniform Record Keeping (MLrRK) requirements of the N¥SDOT for aviation capital Projects. Review documents and submissions by contractors pertaining to scheduling and advise the SPONSOR as to their acceptability. Observe the work to determine substantial conformity with the Contract Documents and to ascertain the need for correction or rejection of the work. Attend and conduct pre-construction~ pre-paving and pre-installation conferences, weekly progress meetings, and £mal inspection of the completed Project. Observe testing and inspection. Arrange for, conduct, or witness field, laboratory, or shop tests of construction materials as required by the plans and specifications for the Project; monitor the suitability of materials on the Project site or brought to the Project site to be used in construction; interpret the contract plans and specifications and check the construction activities for substantial compliance with the design intent; measure, compute, or check quantities of work performed and quantities of materials in-place for partial and final payments to the Contractor. Prepare and submit inspection reports of construction activity and problems encountered as required by the SPONSOR, the NYSDOT, and the FAA. 7. Prepare, review, and approve rnonthly and final payments to Contractor(s). aL Prepare and implement a Quality Control and Assurance Plan as required by the FAA for monkoring material requirements and properties throughout the course of construction. A-2 The CONSULTANT agrees to perform the services in the Construction Observation Phase of this Project during the construction contract period estimated to be as follows: Pre-Construction: Inspection Supervisor 2 days Resident Engineer 5 days Inspection: Inspection Supervisor 6 days Resident Engineer 30 days @ 9 hrs/day Post Construction: Inspection Supervisor 2 days Resident Engineer 5 days A-3 RESPONSIBILITIES/DUTIES OF INSPECTION STAFF In general, the on-site inspection staff is responsible for monitoring construction activity on a Project and documenting their observations in a formal Project record. The Project record contents and its preparation shall be in accordance with the NYSDOT M.U.R.K. The M.U.R.K. System consists of the following records and duties: 1. Engineer's Daily Project Diary 2. Inspector's Daily Reports 3. Summary of Inspector's Daily Reports 4. Preparation of FAA Weekly Reports 5. Prime/Subcontractor Work Summary 6. Preparation of Material Acceptance Reports 7. Preparation of Certification and Testing Log Book 8. Review Subcontractor approval forms 9. Prepare statement of days charged on a weekly basis 10. Conduct Wage Rate Interviews with prime/subcontractors employees 1 1. Conduct Project meetings with Sponsor and Contractors 12. Field measure quantkies on a daily basis 13. Collect and monitor weekly payrolls for Davis Bacon Act Compliance 14. Preparation of Periodic Payment Request for Contractor 15. Record deviations from the contract plans for preparation of record drawings 16. Preparation and review of Change Orders/Force Account Work The Resident Inspector will assist the SPONSOR and Contractor regarding construction activity as k relates to aircraft operations and coordination of Notice to Airmen (NOTAMS) as required. END OF SCHEDULE A-4 F:\Project\211 TOWN OF SOUTHOLDk2II00g02\CONST~AGREEMENIMNSP-CPFF,doz PROJECT NAME: Apron and Access T/W PROJ DESCRIPTION Apron and Access TRV CLIENT: Town of Southold CLIENT MANAGER: Tom Dohedy DATE: 08-AprA)4 NE: C & S ENGINEERS. INC. PROJECT NO: 2I 1.008 C&S CONTACT: IJWC D~RECT SALARY COSTS: MAX]MUM AVERAGE RATE OF PAY RATE OF PAY TITLE (S/HR) (S/HR) HOURS COST A. SERVICE GROUP MANAGER $53.90 B. MANAGING ENGINEER $50.10 C. SENIOR PROJECT ENGINEER $38.50 D. PROJECT ENGINEER $32.80 E. ENGINEER $27.30 F. STAFF ENGINEER $23.10 G. SENIOR DESIGNER $24.50 H. DESIGNER $20.00 I. CADD DESIGNER $20.50 J. CADD OPERATOR $14.70 K. TECHNICAL TYPIST $21.20 b GRANTS ADMINISTRATOR $24.20 M. MANAGER AIRPORT PLANNING $37.50 N. SENIOR PLANNER $32.10 O. PLANNER $25.70 P. STAFF PLANNER $17.60 Q. PROJECT ARCHITECT $31.50 R. STAFF ARCHITECT $22.20 S. SENIOR PROJ GEOLOGIST (SOILS ENG) $37.50 T. GEOLOGIST $26.40 U. SENIOR PROJECT SCIENTIST $37.90 V. ENVIRONMENTAL SCIENTIST $24.40 W. ENVIRONMENTAL ANALYST $26.30 X. SENIOR CONSTRUCTION SUPERVISOR $48.60 Y. RESIDENT ENGINEER $31.50 Z. CHIEF INSPECTOR $25.70 AA, SENIOR INSPECTOR $26.40 BB. INSPECTOR $22,60 CC. JUNIOR INSPECTOR $14.30 DD. CONST RECORDS SPEC!ALIST $21.10 EE. PARTY CHIEF $38.10 FF. INSTRUMENT MAN $35.40 GG. RODMAN $35.40 IL OVERHEAD EXPENSES & PAYROLLBURDEN PER SCHEDULE"C"- (AUDITABLE, ESTIMATED AND EXPRESSED AS A PERCENTAGE OFDIRECTSALARY COST): TOTAL ESTIMATED $52.40 X 0 $38.80 X 40 $33.40 X 0 $28.30 X 2 $23.20 X 24 $21.80 X 18 $23.40 X 0 $I8.50 X 0 $17.50 X 16 $13.10 X I6 $18.90 X 0 $23,00 X 40 $35.70 X 0 $30,60 X 0 $24.70 X 0 $16.80 X 0 $29.70 X 0 $21.10 X O $35.70 X O $25.10 X $36.10 X 0 $22.90 X 0 $20.80 X 0 $42.30 X 80 $30.10 X 350 $23.90 X 0 $2%90 X 0 $20.50 X 0 $13.60 X 0 $18.80 X 40 $36.30 X 0 $33.70 X 0 $33,70 X 0 DIRECTSALARY COST: 145,00% $0.00 $1,562.00 $0.00 $57.00 $557.00 $392.00 $0.00 $0.00 $280.00 $210.00 $0.00 $920.00 $0,00 $0.00 $0,00 $0.00 $0.00 $0.00 $0,00 $0.00 $0.00 $0.00 $0.00 $3,384.00 $10,535.0~ $0.00 $0.00 $0.00 $0.00 S752.00 $0,00 $0.00 $0.00 $18,639.00 $27,027.00 $45,666.00 IV. ESTIMATE OF D~RECT EXPENSES: A. AUTO RENTAL: 40 DAYS @ 1 AUTO@ $75.000 $3,000.00 B. TRAVEL, ON SITE, BY AUTO: 40 DAYS @ 10 MILES/DAY @ $0.375 ~- $150.00 C. TRAVEL, BY AiR: 14 TRIPS @ I PERSONS @ $400.00 -- $5,600.00 D. PER DIEM: 42 DAYS @ 1 PERSONS @ $192.00 -- $8,064.00 E. CELL PHONE: 2 MONTH$~ $200.00 = $400.00 F. MISCELLANEOUS: = $150.00 TOTAL ESTIMATE OF DIRECT EXPENSES: $17,364.00 V. F)XED FEE (PROFIT, LUI~IP SU~t): A, LABOR PLUS OVERHEAD: B. DIRECT EXPENSES: TOTAL FIXED FEE: 15% (OF III.) 15% (OF IV.) $6,850.00 $2,605.00 $9,455.00 VL SUBCONTP~ACTS: ESTIMATE OF CUT & FILL SURVEYS: ESTIMATE OF CONSTRUCTION TESTING SERVICES: I ASPHALT TECHNICIAN (pLANT): 4 DAYS ¢ $500.00 $2,000.00 2 SOILS/CONCRETE TECHNICIAN: 5 DAYS ¢ $450.00 $2,250.00 3 ADDITIONAL PAVEMENT CORES: 4 EACH ~ $50.00 $200.00 4 TRIP CHARGE: 2 EACH ~ $60.00 $120.00 5 MECHANICAL ANALYSIS; 2 EACH ¢ $35.00 $70.00 6 HYDROMETER ANALYSIS: 2 EACH ~ $60.00 $I20.00 7 ATTERBERG LIMITS: 2 EACH @ $55.00 $110.00 6 LABORATORY PROCTORS: 2 EACH (~ $t00.00 $200.00 9 CONCRETE COMPRESSIVE STRENGTH: 2 EACH ~ $6.00 $12.00 10 CONCRETE FLEXURAL STRENGTH: 0 EACH @ $6,00 $0.00 11 TOPSOIL (pH): 2 EACH ~ $I5.00 $30.00 12 LA ABRASION: 2 EACH @ $180.00 $360.00 13 MAGNESIUM SULFATE SOUNDNESS: 2 EACH @ $185.00 $370.00 14 NATURAL MOISTURE CONTENT: 2 EACH ~ $6.00 $12.00 TOTAL ESTIMATED CONSTRUCTION TESTING SERVICES: vg. TOTALS: ESTIMATE OF MAXIMU~ TOTAL COST FOR iNSPECTION SERVICES, AGREEMENT TOTAL & FAA ELIGIBLE: $1,200.00 $5,854.00 $79,539.00 B-2 SCHEDL~E C C&S ENGIZNEERS, iNC 499 COL. EI~LEEN COLLINS BLVD. SYRACUSE, NY 13212 PROJECTED ALLOWABLE Fife 12/31/03 DOLLARS SALARY OVERI:tEAD (PAYROLL BURDEN) Vacation & Holiday Sick & Personal FICA Taxes U. E. Taxes WC Insurance Group Insurance Bonus Employee Benefits PayrolI Preparation 1,075,000.00 375,000.00 I,I00,000.00 t00,000.00 65,000.00 875,000.00 375,000.00 400,000.00 24,000.00 TOTAL $4,359,000.00 GENERAL & AD1MI~qlSTRATIVE OVERttEAD Indirect Labor Clerical & Administrative Project Development Meetings Conventions, & Education Office Supplies & Services Travel Expenses Insurance Depreciation Rent & Janitorial Utilities & Maintenance Telephone Auto Expenses Dues & Fees Workshops, Seminars, & Education Legal & Accounting 1,526,000.00 860,000.00 1,975,000.00 125,000.00 1,400 000.00 425 000.00 275 000.00 140 000.00 650 000.00 195 000.00 275 000.00 145 000.00 75,000.00 210,000.00 95,000.00 TOTAL TOTAL ALLOWABLE OVERHEAD $12,760,00{}.00 TOTAL DIRECT LABOR $8,800,000.00 MULT~PL~ZR 12.22% 4.26% 12.50% 1.14% 0.74% 9.94% 4.26% 4.55% 0.27% 49.88% 17.34% 9.77% 22.44% 1.42% 15.91% 4.83% 3.13% 1.59% 7.39% 2.22% 3.13% 1.65% 0.85% 2.39% 1.08% 95.13% 145.09% 100.00% C-1 01/03 SCHEDULE D SPONSOR CERTIFICATION FOR SELECTION OF CONSULTANTS Airport Sponsor: Town of Sotuhold AlP Project No.: 3-364)029-09-02 Project Nme: Apron amd Tax[w~_y Stub Section 509(d) of the Airport and Airway Improvement Act of 1982, as amended (herein called the Act), authorizes the Secretary to require certification from sponsors that they will comply with statutory and administrative requirements. The following list of certified items includes major requirements for this aspect of Project implementation. However, the list is not comprehensive, nor does it relieve sponsors from fully complying with all applicable statutory and administrative standards. Every cerdfied item must be marked. Each certified item with a "no" response must be fully explained in an a~achment to this certification. If the item is not applicable to this Project, mark the gem "N/A." General procurement standards for consultant services within Federal grant programs are described ha 49 CFR 18.36. Sponsors may use other qualifications-based procedures provided they are equivalent to specific standards in 49 CFR 18 and Advisory Circular i50/5100-14. Advertisements (were) (will be) placed to ensure fair and open competition from a wide area of interest. Yes No N/A For contracts over $25,000, consultants (were) (will be) selected using competitive procedures based on qualifications, experience, and disadvantaged business enterprise requirements with the fee determined through negotiation. Yes No N/A 3~ An independent cost analysis (was) (will be) performed, and a record of negotiations (has been) (will be) prepared reflecting the considerations involved in the establishment of fees. Yes No N/A If engineering or other services are to be performed by sponsor force account personal, prior approval (was) (will be) obtained from FAA. Yes No N/A The consultant services contracts clearly (establish) (will establish) the scope of work and delineate the division of responsibilities between all parties engaged in carrying out elements of the Project. Yes No N/A Costs associated with work ineligible for AIP funding (are) (will be) clearly identified and separated from eligible items. Yes No N/A D-1 01/03 10. All mandatory contract provisions for grant-assisted contracts (have been) (will be) included in ail consultant services contracts. Yes No N/A If the contract is awarded without competition, pre-award review and approval (was) (Will be) obtained from FAA. Yes No N/A Cost-pins-percentage-of-cost methods of contracting prohibited under Federal standards (Were not) (will not be) used. Yes No N/A If the services being procured cover more than the single grant Project referenced in this certification, the scope of work (was) (will be) specifically described in the advertisement, end future work will not be initiated beyond three years. Yes No N/A I certify that, for the Project identified herein, the responses to the foregoing items are correct as marked, and that the attachments, if any, are correct and complete. Date Signature Title END OF SECTION D-2 F:\Project\211 - TOWN OF $OUTHOLD\21100802\CONST~ AGREE M ENW~ INSP-CPF F.dcc 01/03 SCHEDULE E (RES©L~@N TO BE I~NSERTED} SC~D~EG CERT][FICATION OF CONSULTANT I hereby certify that I am a Managing Engineer and duly authorized representative of the firm of C&S Engineers, Inc., whose address is 499 Col. Eileen Collins Blvd., Syracuse, New York, and that nekher I nor the above firm I here represent has: employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee world~ng solely for me or the above consultant) to solicit or secure this Contract. agreed, as an express or implied condition for obta'ming tiffs Contract, to empIoy or retain the services of any firm or person in connection with carrying out the Contract, or paid or agreed to pay to any firm, organization, or person (other than a bona fide employee working solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the Contract; except as here expressly stated (if any): I acknowledge that this certificate is to be furnished to the FAA of the United States' Department of Transportation, in connection with this Contract, involving participation of Airport Improvement Program (ALP) funds and is subject to applicable state and Federal laws, both criminal and civil. Managing Engineer END OF SCHEDULE SC~:IEDULE H AIRPORT AID PROGRAM Contractor Contractu~ Requirements T~tle VI Assurances During the performance of this contract, the contractor, for itself, its assignees and successors in interes~ Oaerethafier referred m as tbe "contractor") agrees as follows: 1. ComplY;race ~*5th RegulaOons. The contractor shall comply with the regulation relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. 2. Nnndlscrhn~at~on. The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of material and leases of equipment. The contractor shall not participate either directly or indimctly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a programs set forth in Appendix B of the Regulations. 3. Solicitation for Subcontracts, [nclu0~ng Procurements of Materials ~nd Eq~pment. In ali solicitations, either by competitive bidding or negotiation, made by the comractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the regulations relative to nondiscrimination on the grounds of race, color, or national origin. 4. ~nfornmfion ;md Reports. The contractor shall provide ail information and reports required by ne regulation or directives issued pursutmt thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such regulations, orders and instmctinns. Where any information required ufa contractor shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanc~dnns for Noncnmp~;mce. In the event of the contractor's noncompliance whh the nondiscrimination provisions of this contract, the sponsor shall impose such contract sanction as it or the FAA may determine to be appropriate, including but not limited to -- (a) withholding of payments to the contractor under the contractor under the contract until the contractor complies, and/or (b) cancellation, termination, or suspension of the contract, in whole or in part. 6. Incorpnratlon of ?rov~slons. The contractor shall include the provisions of paragraphs 1 through 5 in every subcontract, including procurements of materials and leases of equipment, unless exempt by the regulations or directivities issued pursuant thereto. The contractor shall take such action with respect to any subcontract or procurement as the sponsor of the FAA may direct as a means of enfurcing such provisions including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the contractor may request the sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, the contractor may request the United States to enter into such litigation to protect the interest of the United States. DISADYANTAGED BUSINESS ENTER~I~ISE (BBE) ASSLVlL~NCES I. Pokey. It is the policy of the Department of Transportation (DOT) that disadvantaged business enterpr/ses, as defined in 49 CFR Part 23, shall have the maximum opportunity m participate in the performance of contracts and subcontracts finances in whole or in par~ with Federal funds under this agreement. 2. DBE Obligation. The contractor agrees to ensure that disadvantaged business enterpfises, as defined in 49 CFR Part 23 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, ail contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. Contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT assisted contracts. END OF SCHEDULE SCHEDULE NEW YORK STATE DEPARTMENT OF TRANSPORTATION REQ~EMENTS Standard Clauses For All New York State Contracts (Appendix A). The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, "the contract" or "this contract") agree to be bound by the following clauses which are hereby made a part of the contract (the word "Contractor" herein refers to any party other than the State, whether a contractor, licensor, licensee, lessor, lessee or any other party): Executory Clau se. In accordance with Section 41 &the State Finance Law, the State shall have no liability under this contract to the Contractor or to anyone else beyond funds appropriated and available for this contract. Non-Asalgnment Clause. In accordance with Section 138 of the State Finance Lmv, this Contract may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed &without the previous consent, in writing, of the State and any attempts to assign the contract without the State's written consent are null and void. The Contractor may, however, assign its right to receive payment without the State's prior written consent unless this contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance La~v. Comptroller's Approval. In accordance with Section I 12 of the State Finance Law (or, if this contract is with the State University or City University of New York, Section 355 or Section 6218 of the Education Law), if this contract exceeds $5,000 ($20,000 for certain S.U:N.Y. and C.U.N.Y. contracts), or if this is an amendment for any amount to a contract which, as so amended, exceeds said statutory amount, or if, by this contract, the State agrees to give something other than money, it shall not be valid, effective or binding upon the State until it has been approved by the State Comptroller and filed in his office. Worker's Compensation Benefits. In accordance with Section 142 of the State Finance Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workerd Compensation Law. Non-Discrimination Requirements. In accordance with Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor will not discriminate against any empIoyee or applicant for employment because of race, creed, color, sex, national origin, age, disability or marital status. Furthermore, in accordance with Section 220-e of the Labor Law, if this is a contract for the construction, alteration or repair &any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this contract shall be performed within the State of New York, Contractor agrees that neither it nor/ts subcontractors shall, by reason of race, creed, color, disability, sex or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (h) discriminate against or intimidate any employee hired for the performance of work under this contract. If this is a building sen4ce contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239, thereof, Contractor agrees that neither it nor its Subcontractors shall, by reason of race, creed, color, national origin, age, sex or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work: or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. Contractor is subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 239 as well as possible termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent vioIation. Wage and Hours Provisions. If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statues, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore, Contractor and its Subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law. Non-Collusive Bidding Requirement. In accordance with Section 139-d of the State Finance Law, if this contract was awarded based upon the submission of bids, Contractor warrants, under penalty of perjury, that its bid was arrived at independently and without collusion aimed at restricting competition. Contractor further warrants that, at the time contractor submitted its bid, an authorized and responsible person executed and delivered to the State a non-collusive bidding certification on Contractor's behalf. F:\PROJECIX2I 1 - TOWN OF SOUTHOLD/21100802\CONSTXAGREEMENT~ INSP-CPFF,DOC 01/03 8. International Boycott Prohibition. In accordance w~th Section 220-f of the Labor Law and Section 139-h of the State Finance Law, if this contract exceeds 55,000, the Contractor agrees, as a materiaI condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participating, or shall participate in an international boycott in violation of the federal Export Administration Act of1979 (50 USC App. Secfions2401etseq.)orregulationsthereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final detemfmation of the United States Commerce Department or any other appropriate agency of the United States subsequent to the Contract's execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the State ComptrolIer within five (5) business days of such conviction, determination or disposition of appeal (2 NYCRR 105.4). Set-affRights. The State shall have all of its common law and statutory rights of set-off. These rights shall include, but not be limited to, the State's option to withhoId for the purposes of set-off any moneys due to the Contractor under this contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State department or agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State practices i ncIuding, in cases of set-off pursuant to an audit, the finalization of such audit by the State agency, its representatives, or the State Comptroller. i0. Records. The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this contract (hereinafter, collectively "the Records"). The Records must be kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter. The State Comptroller, the Attorney General and any other person or entity authorized to conduct an examination, as well as the agency or agencies involved in this con~act, shall have access to the Records during normal business hours at an office of the Contractor within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and copying. The State shall take reasonable steps to protect from public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers Law (the "Statute") provided that: (i) the Contractor shall timely inform an appropriate State official, in writing, that said records should not be disclosed; and (ii) said records shall be sufficiently identified; and (iii) designation of said records as exempt under the Statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the State's right to discovery in any pending or future litigation. 11. Identifying Information and Privacy Notification: (a) Federal Employer Identification Number and/or Federal Social Security Number. All invoices or New York State standard vouchers submitted for payment for the sale of goods or services or the Iease of real or personal property to a New York State agency must include the payee's identification number, i.e., the seller's or lessor's identification number. The number is either the payee's Federal employee identification number or Federal social security number, or both such numbers when the payee has both such numbers. Failure to include this number or numbers may delay payment. Where the payee does not have such number or numbers, the payee, on his invoice or New York State standard voucher, must ~ve the reason or reasons why the payee does not have such number or numbers. (b) Privacy Notification. (l) The authority to request the above personal information from a seller of goods or services or a lessor of real or personaI property, and the authority to maintain such informafion, is found in Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to the State is mandatory. The principal purpose for which the information is collected is to enable the State to identify individuals, businesses and others who have been delinquent in filing tax returns or may have understated their tax liabilities and to generally identify persons affected by the taxes administered by the Commissioner of Taxation and Finance. The information will be used for tax administration purposes and for any other purpose authorized by law. (2) The personal information is requested by the purchasing unit of the agency contracting to purchase the goods or servlces or lease the real or personal property covered by this contract or Iease. The information is maintained in New York State's Central Accounting System by the Director of State Accounts, Office of the State Comptroller, AESOB, Albany, New York 12236. 12. Equal Employment Opportunities For Minorities And Women. In accordance with Section 312 of the Executive Law, if this contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of $25,000.00, whereby a contracting agency is commitied 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 F:\PROJEC'I%2I 1 - TOWN OF SOUTHOLD\2110~$02\CONST~AGREEM ENTxl NS P CPFF.DOC 01/03 13. 14. 15. I6. t7. contracting agency is cornm~tted to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon; or (iii) awritten agreement in excess of $100,000.00 whereby the owner of a State assisted housing project is committed to expend or does expend funds for the acquisition, consm~ction, demolition, replacement, major repair or renovation of real property and improvements thereon for such project, then: (a) The contractor will not discrirrdnate against employees or applicants for employment because of race, creed, color, national orig/n, sex, age, disability or marital status, and will undertake or continue existing programs of affirmative action to ensure that minotity group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recmitmetu, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay or other forms of compensatinn; (b) at the request of the contracting agency, the Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability, or marital status, and that such union or representative will affirmatively cooperate in the implementation of the contractor's obligations herein; and (c) the contractor shall state, in ail solicitations or adveffisements for employees, that, in the perfun:nance of the State contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability, or marital status. Contractor will include the provisions of "a", "b", and "c", above, in every subconh-ac[ over $25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or desigrt of real proper~y and improvements thereon (the "Work") except where the Work is for the beneficial use of the contractor. Section 312 does not apply to: (i) work, goods or services unrelated tu this contract; or (ii) employment outside New York State; or (iii) bank/ng services, insurance policies or the sale of securities. The State shall consider compliance by a contractor or subcontractor with the requirements of any federal law concerning equal employment opportunity which effectuates the purpose of this section. The contracting agency shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such duplication or conflict exists, the contracting agency shall waive the applicability of Section 312 to the extent of such duplication or conflict. Conh-ac[or will comply with all duly promulgated and lawful roles and regulations of the Governor's Office of Minority and Women's Business Development pertaining hereto. Conflicting Terms. In the event of a conflict between the terms of the contract (including any and ali atrachments thereto and amendments thereof) and the terms of this Appendix A, the terms of this Appendix A shall control. Governing Law. This con'wac[ shall be governed by the laws of the State of New York except where the federal supremacy clause requires otherwise. Late Payment. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by ArticIe X1-A of the State Finance Law to the extent required by law. 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. Service of Process. In addition to the methods of service allowed by the State Civil Practice Law & Rules ("CPLR"), contractor hereby consents to service of process upon it be registered or certified mail, return receipt request. Service hereunder shall be complete upon contractor's actual receipt of process or upon the State's receipt of the return thereof by the United States Postal Service as refused or undeliverable. Contractor must promptly notify the State, in writing, of each and every change of address to which service of process can be made. Service by the State to the last known address shall be sufficient. Contractor will have thirty (30) calendar days after service hereunder is complete in which to respond. END OFSCHEDULE I-3