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HomeMy WebLinkAboutAviation Capital Project RESOLUTION 2025-101 ADOPTED DOC ID: 21038 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2025-101 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JANUARY 21, 2025: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Albert J. Krupski, Jr. to execute the Aviation Capital Project Agreement between the Town of Southold and the New York State Department of Transportation for the Capital Improvement Project No(s). 0913.27; 0913.28 at Elizabeth Field Airport, Fishers Island, New York, at no cost to the Town, subject to the approval of the Town Attorney. Denis Noncarrow Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Brian O. Mealy, Councilperson SECONDER:Anne H. Smith, Councilperson AYES: Krupski Jr, Smith, Doherty, Evans, Doroski, Mealy AVIATION CAPITAL PROJECT AGREEMENT Elizabeth Field Airport PROJECT NO(S). 0913.27; 0913.28 CONTRACT NO. K007605 THIS AGREEMENT made this 27th day of December, 2023 by and between the People of the State of New York (hereinafter referred to as "State") acting by and through the Commissioner of Transportation (hereinafter referred to as "Commissioner" and "Department" respectively) with offices at 50 Wolf Rd, Albany, New York 12232, and the Town of Southhold (hereinafter referred to as "Grantee") with offices at Southhold, New York. WHEREAS, Article 2 of the Transportation Law authorizes the Commissioner to provide for the accomplishment of airport or aviation projects, and to provide funding to private owners, municipalities and authorities in connection therewith; and WHEREAS, the Grantee is the sponsor of an airport known as Elizabeth Field Airport in Suffolk County (hereinafter referred to as the "Airport"); and WHEREAS, the Grantee has made and will make application to the Commissioner for State aid for the accomplishment of airport or aviation projects at the Airport; and WHEREAS, the Grantee has applied for and will secure available Federal Assistance for the Projects from the Federal Aviation Administration, (hereinafter called "FAA Grant Agreements"); and WHEREAS, the Projects will be approved by the Commissioner as consistent with sound transportation development policy and planning concepts and eligible for State participation; and aog- I b WHEREAS, the Grantee is authorized to enter into this Agreement by resolution^a copy of which is attached hereto and made a part hereof; and WHEREAS, State funding for said airport or aviation projects has been and will be provided by budget bills duly enacted into law. NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the State and the Grantee agree as follows: Article I. Purpose of Agreement. The purpose of this Agreement is to provide for the undertaking of airport or aviation projects (each project hereinafter referred to as the "Project"), the details of which are more fully described in Schedule A-1 and A-2 attached hereto, with State financial assistance to the Grantee in the form of a grant, and to state the terms, conditions, requirements, and restrictions upon which such State assistance will be provided and the mutual understandings and agreements of the parties as to the manner in which the Project will be undertaken and completed, and the Project facilities and equipment will be used. This grant is established with the Grantee for a period of ten years commencing on the date first above written after this Agreement is approved by the State Comptroller, and terminating ten years therefrom, and shall not be dependent on the official duty continuity of the signatories or their successors. The Agreement may be concluded at any time upon written agreement between the Commissioner and the official representative(s) of the Grantee subject to the written approval of the State Comptroller. Article 2. Documents Forming the Agreement. Schedule A-1 and A-2, containing individual project information including project description, cost, funding allocation and schedule, is attached hereto and isthereby made a part of this agreement as if set forth fully herein. Appendix A, standard clauses for all New York State contracts; is attached hereto and is hereby made a part of this agreement as if set forth fully herein. Appendix A-1, Supplemental Title VI Provisions (Civil Rights Act) Appendix B, containing State bidding requirements, is attached hereto and is hereby made a part of this agreement as if set forth fully herein. Resolution of the Grantee (if applicable) affirming the terms of this Agreement and authorizing the Agreement to be executed. Article 3. The Project. The Grantee agrees to complete and provide for the use of project facilities and equipment in accordance with Federal law, rules and the FAA Grant Agreements, and the terms and conditions of this Agreement. The Grantee shall commence and continue operation of the Project upon its completion and shall not discontinue operation or dispose of the Project without the approval of the Commissioner. The Grantee shall also provide for the payment of its share of the cost of the Project. Article 4. The Grant. The State share of project costs is fifty percent of the non-Federal costs to complete the Project approved by the Commissioner and procured in part through Federal funding. The maximum amount of the State's share of funding is as set forth in Schedule A. The Grantee agrees to apply for additional Federal assistance which may become available for the Project, subject to such conditions as the Commissioner may require, in order to maximize the amounts of Federal assistance received or to be received for all projects in the State. Article 5. Use of Project Facilities and Equipment. a. On completion of the Project, the Grantee shall commence and continue operation and maintenance of the Project at its own cost and shall not discontinue operation, or dispose of the Project, without the approval of the Commissioner, for the period of time corresponding to the period of useful life for the Project as determined by reference to Section 61 of the State Finance Law. b. No part of any Project or Project facility shall be sold, rendered unusable, or otherwise relinquished without obtaining prior written approval of the Commissioner and State Comptroller. If any Project parts or facilities are so sold, other than for their replacement in such service with like facilities or equipment, the State share of the proceeds of such a sale will be returned to the State Comptroller for depose in the General Fund. C. The Grantee will operate and maintain the Airport in full compliance with the terms of the FAA Grant Agreement and all the covenants made by the Grantee to the FAA are deemed made to the State by this Agreement as if fully set forth herein. d. All facilities of the Airport developed with State aid and all those usable for the landing and taking off of aircraft, will be available to State Aircraft at all times, without charge. e. The Grantee shall submit to the Commissioner, at such time as he may require, such financial statements, operating information and other data as may be deemed necessary by the Commissioner to assure compliance with this Agreement and to prepare his annual report on the scope and results of the Project. The Airport and all Airport records and documents affecting the Airport and deeds, leases, operation and use agreements, and other instruments, will be made available for inspection by any duly authorized representative of the Commissioner upon reasonable request. The Grantee will furnish to the Commissioner upon request, a true copy of any such document. Article 6. Accomplishment of the Project. a. Pursuant to Federal, State and Local Law. In the event that any election, referendum, approval, permit, notice or other proceedings or authorization is requisite under applicable law to enable the Grantee to enter into this Agreement or to undertake the Project hereunder, or to observe, assume, or carry out any of the provisions of this Agreement, the Grantee will initiate and consummate, as provided by law, all actions necessary with respect to any such matters so requisite. b. Funds of the Grantee. The Grantee shall initiate and prosecute to completion all proceedings necessary to enable the Grantee to provide its share of actual total cost of the Project, as provided in Schedule A of this Agreement, on or prior to the time that such funds are needed to meet the Project costs. C. Submission of Proceedings, Contracts and Other Documents. The Grantee shall submit to the Commissioner and the State Comptroller such data, reports, records, contract and other documents relating to the Project as the Commissioner and the State Comptroller may require. Article 7. The Project Budget. Costs for any new Project approved by the FAA and the Commissioner, and costs incurred for any change that increases the State share set forth in Schedule A or any amendment thereto; will be eligible for State reimbursement under this Agreement only after an amendment is made to the Agreement in writing and approved by the State Comptroller. Article 8. Accounting Records. a. Establishment and Maintenance of Accounting Records. The Grantee shall establish and maintain for the Project; in accordance with requirements established by the Commissioner, and approved by the State Comptroller, separate accounts within its existing accounting system or set up independently, to be known as-the project account. The Grantee shall segregate and group project costs so that it can furnish on due notice, cost information in the following cost classifications: i. Purchase price or value of land ii. Incidental costs of land acquisition iii. Costs of contract construction iv. Costs of force account construction V. Engineering costs of plans and designs vi. Engineering costs of supervision and inspection vii. Other administrative costs viii. Costs of equipment acquisition ix. Miscellaneous costs not otherwise included b. Funds Received or Made Available for the Project.' The Grantee shall record in the project account, as they are received, all grant payments received from the Federal Government on account of the Project. The Grantee shall also record in the project account such funds as it may allocate for payment of its share of the actual cost of the Project. The Grantee shall advise the Commissioner monthly in writing of the amounts recorded in the project account or at such times as the Commissioner may prescribe. The Commissioner or the State Comptroller may audit the project account at such times as the Commissioner or the State Comptroller may require. C. Costs Incurred for the Project. The Grantee shall charge to the project account all eligible costs of the Project. Costs in excess of the latest approved budget or attributable to actions which have not received the required approval of the Commissioner shall not be considered eligible costs. In specific cases, where it is impractical to determine precise costs of certain indirect or service functions; eligible costs will include such allowances for these costs as may be approved by the Commissioner-and the State Comptroller. Such approval will be based upon an audit determination that the amounts reimbursed will not exceed actual cost. d. Eligible Costs. Eligible Project costs consist of any costs involved in accomplishing a project including those of: (1) Making field surveys; (2) Preparing plans and specifications; (3) Accomplishing or procuring the accomplishing of the work; (4) Supervising and inspecting construction work; (5) Acquiring land or an interest therein, or any easement through or other Interest in airspace; and (6) Administrative and other incidental costs incurred specifically in connection with accomplishing project, and that would not have otherwise been incurred. e. The costs described in this section, including the value of land; labor, materials and equipment donated or loaned to the Grantee and appropriated to the Project by the Grantee, are eligible for consideration as to their allowability, except for: (1) That part of the cost of acquiring an existing private airport that represents the cost of acquiring passenger automobile parking facilities and buildings to be used as hangars.- (2) The cost of materials and supplies owned by the Grantee or furnished from a source of supply owned by the Grantee if: (i) Those materials and supplies were used for airport development before the effective date of the grant; or (ii) Those costs are not supported by proper evidence of quantity and value. (3) The cost of nonexpendable machinery, tools, or equipment owned by the Grantee and used under a project by the Grantee's force account; except to the extent of the fair rental value of that machinery, tools, or equipment for the period it is used on the project; (4) The value of any land, including improvements, donated to the sponsor by another public agency; and (5) Any costs incurred in connection with raising funds by the Grantee, including interest and premium charges and administrative expenses involved in conducting bond elections and in the sale of bonds. f. To be an eligible project cost, for the purposes of computing the amount of a grant, an item that is paid or incurred must, in the opinion of the Commissioner: (1) Have been necessary to accomplish airport development in conformity with the approved plans and specifications for an approved project and with the terms of the grant agreement for the project; (2) Be reasonable in amount; (3) Have been incurred after the effective date of the Grant Agreement, except for those costs incurred to apply for Federal funds; prepare project engineering reports, plans and specifications; to identify, describe and determine value of land acquisition required for the project such as surveys, title searches and abstracts, appraisals and legal fees and to acquire real property; and (4) Be supported by satisfactory evidence. g. Documentation of Project Costs. All costs charged to the project account, including any approved services contributed by the Grantee or others, shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of the charges; in accordance with the rules and regulations of the Commissioner as approved by the State Comptroller. h. Checks, Orders and Vouchers. Any check or order drawn by the Grantee with respect to any item which is or will be chargeable against the project account will be drawn only in accordance with a properly signed voucher then on file in the office of the Grantee stating in proper detail the purpose for which such check or order is drawn. All checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the Project shall be clearly identified, readily accessible, and to the extent feasible, kept separate and apart from all other such documents. i. Reports. The Grantee shall prepare an interim report at the end of its fiscal year accounting for the expenditures of the funds of the State, the Grantee, any Federal agency, and any other source with respect to the Project. Article 9. Payments a. Payments shall be made to the Grantee upon request to the Commissioner under the following conditions: i. Such request for reimbursement of the State's share of authorized project expenditures shall be made on a regular periodic basis, as approved by the Commissioner. Cumulative payment requests shall in no event exceed the total cumulative amount of State funding approved by the Commissioner. ii. Such request shall be in a form established by the Commissioner, and shall include a certification that Federal reimbursement has been received therefor. The documents supporting such expenditures by the Grantee shall be maintained in a secure manner by the Grantee at its headquarters or at such other place as shall be readily accessible to the Commissioner and the State Comptroller for purposes of auditing project costs and expenditures. All such accounting records shall be retained by the Grantee until six (6) years after final payment is made hereunder. l ill. Subject to the other provisions hereof, applications for payment will be honored by the Commissioner except that the State may elect by notice in - writing to withhold any payment if: (1) Misrepresentation. The Grantee shall have made any mis- representation of a material nature in its application for funds hereunder, or any supplement thereto or amendment thereof, or in or with respect to any document data furnished to the Commissioner or other State official in connection with a Project under this Agreement; (2) Litigation. There is then pending litigation with respect to the performance by the Grantee of any of its duties or obligations which may jeopardize or adversely affect the Project, this Agreement, or payments to the Project; (3) Concurrence by State. The Grantee shall have taken any action pertaining to the Project which under the established procedures require the prior approval of the Commissioner or shall have made related expenditures or incurred related obligations without the approval of the Commissioner; (4) Conflict of Interest. There has been.in connection with the Project any violation of the conflict of interest rule, regulation; ordinance or statute applicable to the Grantee, its officers, members, or employees; or (5) Default. The Grantee shall be in default under any of the provisions of this Agreement. b. In no event shall the making by the State of any payment pursuant to this Agreement constitute or be construed as a waiver by the State of any breach of covenant or an,y default which may then exist, on the part of the Grantee, and the making of any such payment by the State while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to the State in respect of such breach or default. Article 10. Termination of Suspension of State's Obligation. a. Termination or Suspension Generally. If the Grantee abandons or, before completion, finally discontinues the Project; or if, by reason of any of the events or conditions set forth in paragraphs (1) to (5), inclusive, of Article 9 a.iii. hereof, or for any other reason, the commencement, prosecution, or timely completion of the Project by the Grantee is rendered improbable, infeasible, impossible or illegal, the Commissioner may, by written notice to the Grantee, suspend any or all of its obligations under this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected, or the Commissioner may terminate any or all of its obligations under this Agreement. b. Action Subsequent to Notice of Termination or Suspension. Upon receipt of any final termination notice under this Section, the Grantee shall proceed promptly to carry out the actions required therein which may include any or all of the following: i. Necessary action to terminate or suspend, as the case may be, Project activities and contracts and such other actions as may be required or desirable to keep a minimum State costs. ii. Furnish a statement of the status of the Project activities and of the project account as well as a proposed schedule, plan and budget for terminating or suspending the closing out project activities and contracts, and other undertakings the cost of which are otherwise includable as project costs; and iii. Provide to the Commissioner an estimate of the State's share of the costs arising from the termination, suspension, or closing out of such activities, contracts, and other undertakings. The closing out shall be carried out in conformity with the latest schedule, and budget approved by the Commissioner upon the basis of terms and conditions imposed by the Commissioner upon the failure of the Grantee to furnish the schedule, plan and budget within a reasonable time. The acceptance of a remittance by the State of any or all Project Funds previously received by the Grantee or the closing out of State financial participation in the Project shall not constitute a waiver of any claim which the State may otherwise have arising out of this Agreement. Article 11. Audit Disallowances. Costs claimed or previously reimbursed that cannot be supported as outlined herein are subject to audit disallowance by the Commissioner, the State Comptroller; the FAA, and/or the Officer of the Inspector General of the U.S. Department of Transportation. Amounts paid to the Grantee that are subsequently disallowed are subject to recovery by the Commissioner, or at the option of the State, will be offset or reduced against current or future reimbursement claims on the same or other projects. Article 12. Audit and Inspection. The Grantee shall permit, and shall require its contractors to permit the Commissioner's and the State Comptroller's authorized representatives to inspect all work, materials, payrolls, records of personnel, invoices of materials and other relevant construction, equipment, data and records; and to audit the books, records and accounts of the Grantee pertaining to the Grant and the development of the Project. Article 13. Manner of Performing Work. The work constituting the Project may be performed by the employment of the forces and the use of the equipment of the Grantee as authorized by the Commissioner or by contract let pursuant to bidding procedures, more particularly referred to in Appendix B hereof. Article 14. Executory Clause. The Grantee agrees that this Agreement shall be deemed executor only to the extent of the monies available, and no liability shall be incurred by the State beyond the monies available for the purpose. Article 15. E-Mail Provision Notice. 1. All notices permitted or required hereunder shall be in writing and shall be transmitted either: (a) via certified or registered United States mail, return receipt requested; (b) by facsimile transmission; (c) by personal delivery; (d) by expedited delivery service; or (e) by e-mail. Such notices shall be addressed as follows or to such different addresses as the parties may from time-to- time designate: State of New York Department of Transportation Name: Keely Bannister Title: lntermodal Transportation Specialist 2 Address: NYSDOT Aviation Bureau 50 Wolf Road P.O.D. 5-4 Albany,NY 12232 Telephone Number: 518-485-5008 Facsimile Number: 518-457-9779 E-Mail Address: keely.bannister@dot.ny.gov Town of Southhold Name: Mr. Albert Krupski Jr. Title: Town Supervisor Address: PO Box 1179, Southhold,NY 11971 Telephone Number: (631) 765-1889 Facsimile Number: E-Mail Address: al.krupski@town.southold.ny.us 2. Any such notice shall be deemed to have been given either at the time of personal delivery or, in the case of expedited delivery service or certified or registered United States mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of facsimile transmission or email; upon receipt. 3, The parties may, from time to time, specify any new or different address in the United States as their address for purpose of receiving notice under this Agreement by giving fifteen (15) days written notice to the other party sent in accordance herewith. The parties agree to mutually designate individuals as their respective representatives for the purposes of receiving notices under this Agreement. Additional individuals may be designated in writing by the parties for purposes of implementation and administration/billing, resolving issues and problems and/or for dispute resolution. Article 16. Contract Payments. •Contractor shall provide complete and accurate billing invoices to the Agency in order to receive payment. Billing invoices submitted to the Agency must contain all information and supporting documentation required by the Contract, the Agency and the State Comptroller. Payment for invoices submitted by the Contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the Commissioner, in the Commissioner's sole discretion, due to extenuating circumstances. Such electronic payment shall be made in accordance with ordinary State procedures and practices. The Contractor shall comply with the State Comptroller's procedures to authorize electronic payments. Authorization forms are available at the State Comptroller's website at www.osc.state.nv.us/epay/index/htm' by e-mail at epunit@osc.state.ny.us or by telephone at 518-474-4032. Contractor acknowledges that it will not receive payment on any invoices submitted under this Contract if it does not comply with the State Comptroller's electronic payment procedures, except where the Commissioner has expressly authorized payment by paper check as set forth above. Contract: K007605 / Grantee: Town of Southold 'S Facilitv: ELIZABETH FIELD Schedule A-1 PIN Project Description Estimated Total Cost Federal Share Local Share State Share 0913.27 Rehabilitate Runway 12/30&Runway $91,799.00 $82,619.00 $4.590.00 $4,590.00 7125 Edge Lighting Systems. Replace Runway 7/25&Runway 12/30 REILs. Replace Runway 7/25&Runway 12/30 PAPIs—Design Phase Maximum State Share Payable` $5,278.50 The State share payable under this Agreement is 50%of the non-federal share of eligible costs. In accordance with the separate federal grant referenced herein,the federal share shown above may be increased administratively,upon request of the grantee based on increases in eligible costs,to a maximum of 15%. If and when the federal share increases,the State share shall be increased proportionately,without further amendment to this Aareement,uo to the maximum amount shown above. Contract: K007605 Grantee: Town of Southold Facility: ELIZABETH FIELD _' FAEEis P L Schedule A-2 PIN Project Description Estimated Total Cost Federal Share Local Share State Share 0913.28 Rehabilitate and remark 1,342 out of a $2,734,075.00 $2,460.667.00 $136,704.D0 $136,704.00 total of 2,345 feet of existing Runway 12130 pavement,including 400 feet of existing Runway 7/25 pavement at the intersection of Runway 12/30 and Runway 7/25-Phase 2 Construction. Maximum State Share Payable" $157,209.60 The State share payable under this Agreement is 50%of the non-federal share of eligible costs. In accordance with the separate federal grant referenced herein,the federal share shown above may be increased administratively,upon request of the grantee based on increases in eligible costs,to a maximum of 15% If and when the federal share increases,the State share shall be increased proportionately..without further amendment to this Aareement.uo to the maximum amount shown above. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date hereinabove set forth. Department of Transportation Certification "In addition to the acceptance of this contract, I also certify that original copies of this signature page will be attached to all other exact copies of this contract." THE PEOPLE OF THE STATE OF NEW GRANTEE 0 YORK Commissioner of Transportation L DATE: DATE: -5r Xj 7 : "T" APPROVED AS TO FORM: APPROVED: By: By: New York State Attorney General For the New York State Comptroller pursuant to Section 112 of the State Finance Law DATE: DATE: STATE OF NEW YORK ) COUNTY 0FS-t-} 10\L)s.: On the3l day of ,Jrl 20�, before me personally came to me know and known to me to be the ��•� of the �� �aw �� , the same person described in and who executed the foregoing instrument; that she/he is authorized to execute — i the foregoing instrument on behalf of the pursuant to and as provided by statute. Notary Public IAUREN M.SyAF1DISN N07ARY PUBLIC,STATE OF NEW YORK Registration No.01 ST6164008 Qualified in Suftoik county 9.20_)q Commission FViresAp NYS PIN 0913.27 State Environmental Quality Review In accordance with the rules, regulations, and procedures adopted by Town of Southold (or 6NYCRR Part 617 where the Municipal Corporation has not adopted such rules, regulations, and procedures) pursuant to the intent of the State Environmental Quality Review Act, the project described below is classified as a: CHECK ONE ❑Type I Action- with possible significant effect (NEPA or SEQR DEIS, FEIS, and SEQR Record of Decision have been prepared). ❑Type I Action- with no significant effect (Environmental Assessment Form or Environmental Assessment and Negative Declaration have been prepared and filed). ❑Unlisted Action - with possible significant effect(NEPA or SEQR DEIS, FEIS, and SEQR Record of Decision have been prepared). ❑Unlisted Action - with no significant effect (Environmental Assessment Form or Environmental Assessment and Negative Declaration have been prepared and filed). �e II Action ❑Ministerial Act ❑Exempt Act PROJECT DESCRIPTION Rehabilitate Runway 12/30 & Runway 7/25 Edge Lighting Systems. Replace Runway 7/25 &Runway 12/30 REILs. Replace Runway 7/25 &Runway 12/30 PAPIs—Design Pha A orized Sign re e Title,--" Date NYS PIN 0913.28 State Environmental Quality Review In accordance with the rules, regulations, and procedures adopted by Town of Southold (or 6NYCRR Part 617 where the Municipal Corporation has not adopted such rules, regulations, and procedures) pursuant to the intent of the State Environmental Quality Review Act, the project described below is classified as a: CHECK ONE ❑Type I Action- with possible significant effect(NEPA or SEQR DEIS, FEIS, and SEQR Record of Decision have been prepared). ❑Type I Action- with no significant effect (Environmental Assessment Form or Environmental Assessment and Negative Declaration have been prepared and filed). ❑Unlisted Action- with possible significant effect (NEPA or SEQR DEIS, FEIS, and SEQR Record of Decision have been prepared). ❑Unlisted Action - with no significant effect (Environmental Assessment Form or Environmental Assessment and Negative Declaration have been prepared and filed). Type 11 Action ❑Ministerial Act ❑Exempt Act PROJECT DESCRIPTION Rehabilitate and remark 1,342 out of-a total of 2,345 feet of existing Runway 12130 pavement, including 400 feet of existing Runway 7/25 pavement at the intersection of Runway 12/30 and Runway 7/25- Phase 2 Construction. Author ed Si Title Date r APPENDIX A STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS P PLEASE RETAIN THIS DOCUMENT FOR FUTURE REFERENCE. June 2023 STANDARD CLAUSES FOR NYS CONTRACTS APPENBINA TABLE OF CONTENTS Page 1. Executory Clause 3 2. Non-Assignment Clause 3 3. Comptroller's Approval 3 4. Workers' Compensation Benefits 3 5. Non-Discrimination Requirements 3 6. Wage and Hours Provisions 3-4 7. Non-Collusive Bidding Certification 4 S. International Boycott Prohibition 4 9. Set-Off Rights 4 10. Records 4 11. Identifying Information and Privacy Notification 4 12. Equal Employment Opportunities For Minorities and Women 5 13. Conflicting Terms 5 14. Governing Law 5 15. Late Payment 5 16. No Arbitration 5 17. Service of Process 5 IS. Prohibition on Purchase of Tropical Hardwoods 5-6 19. MacBride Fair Employment Principles 6 20. Omnibus Procurement Act of 1992 6 21. Reciprocity and Sanctions Provisions 6 22. Compliance with Breach Notification and Data Security Laws 6 23. Compliance with Consultant Disclosure Law 6-7 24. Procurement Lobbying 7 25. Certification of Registration to Collect Sales and Compensating Use Tax by Certain 7 State Contractors,Affiliates and Subcontractors 26. Iran Divestment Act 7 27. Admissibility of Contract 7 Page 2 June 2023 STANDARD CLAUSES FOR NYS CONTRACTS AFFENOOIA STANDARD CLAUSES FOR NYS CONTRACTS 4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State Finance Law, this The parties to the attached contract, license, lease, amendment contract shall be void and of no force and effect unless the or other agreement of any kind (hereinafter, "the contract" or Contractor shall provide and maintain coverage during the life "this contract") agree to be bound by the following clauses of this contract for the benefit of such employees as are required which are hereby made a part of the contract (the word to be covered by the provisions of the Workers' Compensation "Contractor" herein refers to any party other than the State, Law. whether a contractor, licenser, licensee, lessor, lessee or any other party): 5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the Executive Law(also known 1. EXECUTORY CLAUSE. In accordance with Section 41 as the Human Rights Law) and all other State and Federal of the State Finance Law,the State shall have no liability under statutory and constitutional non-discrimination provisions, the this contract to the Contractor or to anyone else beyond funds Contractor will not discriminate against any employee or appropriated and available for this contract. applicant for employment, nor subject any individual to harassment, because of age,race, creed, color, national origin, 2. NON-ASSIGNMENT CLAUSE. In accordance with citizenship or immigration status, sexual orientation, gender Section 138 of the State Finance Law;this contract may not be identity or expression, military status, sex, disability, assigned by the Contractor or its right, title or interest therein predisposing genetic characteristics, familial status, marital assigned,transferred,conveyed,sublet or otherwise disposed of status, or domestic violence victim status or because the without the State's previous written consent,and attempts to do individual has opposed any practices forbidden under the so are null and void. Notwithstanding the foregoing,such prior Human Rights Law or has filed a complaint, testified, or written consent of an assignment of a contract let pursuant to assisted in any proceeding under the Human Rights Law. Article XI of the State Finance Law may be waived at the Furthermore, in accordance with Section 220-e of the Labor discretion of the contracting agency and with the concurrence Law,if this is a contract for the construction,alteration or repair of the State Comptroller where the original contract was subject of any public building or public work or for the manufacture, to the State Comptroller's approval, where the assignment is sale or distribution of materials, equipment or supplies, and to due to a reorganization, merger or consolidation of the the extent that this contract shall be performed within the State Contractor's business entity or enterprise. The State retains its of New York, Contractor agrees that neither it nor its right to approve an assignment and to require that any subcontractors shall,by reason of race, creed, color, disability, Contractor demonstrate its responsibility to do business with sex, or national origin: (a) discriminate in hiring against any the State. The Contractor may; however, assign its right to New York State citizen who is qualified and available to receive payments without the State's prior written consent perform the work; or(b)discriminate against or intimidate any unless this contract concerns Certificates of Participation employee hired for the performance of work under this contract. pursuant to Article 5-A of the State Finance Law. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, 3. COMPTROLLER'S APPROVAL. In accordance with Contractor agrees that neither it nor its subcontractors shall by Section 112 of the State Finance Law, if this contract exceeds reason of race, creed, color, national origin, age, sex or $50,000 (or$75,000 for State University of New York or City disability: (a) discriminate in hiring against any New York University of New York contracts for goods, services, State citizen who is qualified and available to perform the work; construction and printing, and $150,000 for State University or(b)discriminate against or intimidate any employee hired for Health Care Facilities) or if this is an amendment for any the performance of work under this contract. Contractor is amount to a contract which, as so amended, exceeds said subject to fines of$50.00 per person per day for any violation statutory amount, or if,by this contract,the State agrees to give of Section 220-e or Section 239 as well as possible termination something other than money when the value or reasonably of this contract and forfeiture of all moneys due hereunder for estimated value of such consideration exceeds$25,000, it shall a second or subsequent violation. not be valid,effective or binding upon the State until it has been approved by the State Comptroller and filed in his office. 6. WAGE AND HOURS PROVISIONS. If this is a public Comptroller's approval of contracts let by the Office of General work contract covered by Article 8 of the Labor Law or a Services,either for itself or its customer agencies by the Office building service contract covered by Article 9 thereof, neither of General Services Business Services Center,is required when Contractor's employees nor the employees of its subcontractors such contracts exceed $85,000. Comptroller's approval of may be required or permitted to work more than the number of contracts established as centralized contracts through the Office hours or days stated in said statutes, except as otherwise of General Services is required when such contracts exceed provided in the Labor Law and as set forth in prevailing wage $125,000, and,when a purchase order or other procurement and supplement schedules issued .by the State Labor transaction issued under such centralized contract exceeds Department. Furthermore, Contractor and its-subcontractors $200,000. 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 Page 3 June 2023 STANDARD CLAUSES FOR NYS CONTRACTS AFlENOUTA accordance with the Labor Law. Additionally, effective April must be kept for the balance of the calendar year in which they 28, 2008, if this is a public work contract covered by Article 8 were made and for six(6)additional years thereafter. The State of the Labor Law, the Contractor understands and agrees that Comptroller, the Attorney General and any other person or the filing of payrolls in a manner consistent with Subdivision 3- entity authorized to conduct an examination, as well as the a of Section 220 of the Labor Law shall be a condition precedent agency or agencies involved in this contract, shall have access to payment by the State of any State approved sums due and to the Records during normal business hours at an office of the owing for work done upon the project. Contractor within the State of New York or,if no such office is available,at a mutually agreeable and reasonable venue within 7. NON-COLLUSIVE BIDDING CERTIFICATION. In the State, for the term specified above for the purposes of accordance with Section 139-d of the State Finance Law,if this inspection, auditing and copying. The State shall take contract was awarded based upon the submission of bids, reasonable steps to protect from public disclosure any of the Contractor affirms, under penalty.of perjury, that its bid was Records which are exempt from disclosure under Section 87 of arrived at independently and without collusion aimed at the Public Officers Law (the "Statute") provided that: (i) the restricting competition. Contractor further affirms that, at the Contractor shall timely inform an appropriate State official, in time Contractor submitted its bid,an authorized and responsible writing, that said records should not be disclosed; and (ii) said person executed and delivered to the State a non-collusive records shall be sufficiently identified; and (iii) designation of bidding certification on Contractor's behalf. said records as exempt under the Statute is reasonable. Nothing contained herein shall diminish,or in any way adversely affect, 8. INTERNATIONAL BOYCOTT PROHIBITION. In the State's right to discovery in any pending or future litigation. accordance with Section 220-f of the Labor Law and Section 139-h of the State Finance Law,if this contract exceeds$5,000, 11. IDENTIFYING INFORMATION AND PRIVACY the Contractor agrees, as a material condition of the contract, NOTIFICATION. (a) Identification Number(s). Every that neither the Contractor nor any substantially owned or invoice or New York State Claim for Payment submitted to a affiliated person, firm, partnership or corporation has New York State agency by a payee,for payment for the sale of participated, is participating, or shall participate in an goods or services or for transactions (e.g.. leases, easements, international boycott in violation of the federal Export licenses, etc.) related to real or personal property must include Administration Act of 1979 (50 USC App. Sections 2401 et the payee's identification number. The number is an), or all of seq.) or regulations thereunder. If such Contractor, or any of the following: (i) the payee's Federal employer identification the aforesaid affiliates of Contractor, is convicted or is number,(ii)the payee's Federal social security number,and/or otherwise found to have violated said laws or regulations upon (iii) the payee's Vendor Identification Number assigned by the the final determination of the United States Commerce Statewide Financial System. Failure to include such number or Department or any other appropriate agency of the United numbers may delay payment. Where the payee does not have States subsequent to the contract's execution, such contract, such numbef or numbers,the payee,on its invoice or Claim for amendment or modification thereto shall be rendered forfeit and Payment, must give the reason or reasons why the payee does void. The Contractor shall so notify the State Comptroller not have such number or numbers. within five(5)business days of such conviction,determination or disposition of appeal (2 NYCRR § 105.4). (b)Privacy Notification. (1) The authority to request the above personal information from a seller of goods or services or a 9.SET-OFF RIGHTS. The State shall have all of its common lessor of real or personal property,and the authority to maintain law,equitable and statutory rights of set-off. These rights shall such information, is found in Section 5 of the State Tax Law. include, but not be limited to,the State's option to withhold for Disclosure of this information by the seller or lessor to the State the purposes of set-off any moneys due to the Contractor under is mandatory.The principal purpose for which the information this contract up to any amounts due and owing to the State with is collected is to enable the State to identify individuals, regard to this contract, any other contract with any State businesses and others who have been delinquent in filing tax department or agency; including any contract for a term returns or may have understated their tax liabilities and to commencing prior to the term of this contract,plus any amounts generally identify persons affected by the taxes administered by due and owing to the State for any other reason including, the Commissioner of Taxation and Finance. The information without limitation, tax delinquencies, fee delinquencies or will be used for tax administration purposes and for any other monetary penalties relative thereto. The State shall exercise its purpose authorized by law. (2) The personal information is set-off rights in accordance with normal State practices requested by the purchasing unit of the agency contracting to including, in cases of set-off pursuant to an audit; the purchase the goods or services or lease the real or personal finalization of such audit by the State agency, its property covered by this contract or lease. The information is representatives, or the State Comptroller. maintained in the Statewide Financial System by the Vendor Manaeement Unit within the Bureau of State Expenditures, 10. RECORDS. The Contractor shall establish and maintain Office of the State Comptroller, 110 State Street,Albany;New complete and accurate books,records,documents,accounts and York 12236. other evidence directly pertinent to performance under this contract(hereinafter,collectively..the"Records"). The Records Page 4 June 2023 STANDARD CLAUSES FOR MYS CONTRACTS NFEMOIKA 12. EQUAL EMPLOYMENT OPPORTUNITIES FOR apply to: (i)work,goods or services unrelated to this contract; MINORITIES AND WOMEN. In accordance with Section or (ii) employment outside New York State. The State shall 312 of the Executive Law and 5 NYCRR Part 143, if this consider compliance by a contractor or subcontractor with the contract is: (i) a written agreement or purchase order requirements of any federal law concerning equal employment instrument, providing for a total expenditure in excess of opportunity which effectuates the purpose of this clause. The $25,000.00, whereby a contracting agency is committed to contracting agency shall determine whether the imposition of expend or does expend funds in return for labor, services, the requirements of the provisions hereof duplicate or conflict supplies, equipment, materials or any combination of the with any such federal law and if such duplication or conflict foregoing,to be performed for, or rendered or furnished to the exists, the contracting agency shall waive the applicability of contracting agency; or (ii) a written agreement in excess of Section 312 to the extent of such duplication or conflict. $100,000.00 whereby a contracting agency is committed to Contractor will comply with all duly promulgated and lawful expend or does expend funds for the acquisition, construction, rules and regulations of the Department of Economic demolition, replacement, major repair or renovation of real Development's Division of Minority and Women's Business property and improvements thereon;or(iii)a written agreement Development pertaining hereto. in excess of$100,000.00 whereby the owner of a State assisted housing project is committed to expend or does expend funds 13. CONFLICTING TERMS. In the event of a conflict for the acquisition, construction, demolition, replacement, between the terms of the contract (including any and all major repair or renovation of real property and improvements attachments thereto and amendments thereof) and the terms of thereon for such project, then the following shall apply and by this Appendix A.the terms of this Appendix A shall control. signing this agreement the Contractor certifies and affirms that it is Contractor's equal employment opportunity policy that: 14. GOVERNING LAW. This contract shall be governed by the laws of the State of New York except where the Federal (a) The Contractor will not discriminate against employees or supremacy clause requires otherwise. applicants for employment because of race, creed, color, national origin,sex,age,disability or marital status,shall make 15. LATE PAYMENT. Timeliness of payment and any and document its conscientious and active efforts to employ and interest to be paid to Contractor for late payment shall be utilize minority group members and women in its work force governed by Article 11-A of the State Finance Law to the extent on State contracts and will undertake or continue existing required by law. programs of affirmative action to ensure that minority group members and women are afforded equal employment 16. NO ARBITRATION. Disputes involving this contract; opportunities without discrimination. Affirmative action shall including the breach or alleged breach thereof, may not be mean recruitment, employment, job assignment, promotion, submitted to binding arbitration (except where statutorily upgradings,demotion,transfer, layoff,or termination and rates authorized),but must,instead,be heard in a court of competent of pay or other forms of compensation; jurisdiction of the State of New York. (b) at the request of the contracting agency,the Contractor shall 17. SERVICE OF PROCESS. In addition to the methods of request each employment agency, labor union, or authorized service allowed by the State Civil Practice Law & Rules representative of workers with which it has a collective ("CPLR"), Contractor hereby consents to service of process bargaining or other agreement or understanding; to furnish a upon it by registered or certified mail,return receipt requested. written statement that such employment agency, labor union or Service hereunder shall be complete upon Contractor's actual representative will not discriminate on the basis of race, creed, receipt of process or upon the State's receipt of the return color, national origin, sex, age, disability or marital status and thereof by the United States Postal Service as refused or that such union or representative will affirmatively cooperate in undeliverable. Contractor must promptly notify the State, in the implementation of the Contractor's obligations herein;and writing, of each and every change of address to which service of process can be made. Service by the State to the last known (c) the Contractor shall state, in all solicitations or address shall be sufficient. Contractor will have thirty (30) advertisements for employees, that, in the performance of the calendar days after service hereunder is complete in which to State contract, all qualified applicants will be afforded equal respond. employment opportunities without discrimination because of race,creed,color,national origin,sex,age,disability or marital 18. PROHIBITION ONPURCHASE OF TROPICAL status. HARDWOODS.The Contractor certifies and warrants that all wood products to be used under this contract award will be in Contractor will include the provisions of "(a), (b) and (c)" accordance with, but not limited to, the specifications and above, in every subcontract over $25,000.00 for the provisions of Section 165 of the State Finance Law, (Use of construction, demolition, replacement, major repair, Tropical Hardwoods) which prohibits purchase and use of renovation, planning or design of real property and tropical hardwoods, unless specifically exempted, by the State improvements thereon (the "Work") except where the Work is or any governmental agency or political subdivision or public for the beneficial use of the Contractor. Section 312 does not benefit corporation. Qualification for an exemption under this June 2023 Page 5 STANDARD CLAUSES FOR N9S CONTRACTS APPENDII(A law will be the responsibility of the contractor to establish to Authorities Law § 2879(3)(n)—(p))requires that by signing this meet with the approval of the State. bid proposal or contract, as applicable, Contractors certify that whenever the total bid amount is greater than$1 million: In addition,when any portion of this contract involving the use of woods,whether supply or installation, is to be performed by (a) The Contractor has made reasonable efforts to encourage any subcontractor, the prime Contractor will indicate and the participation of New York State Business Enterprises as certify in the submitted bid proposal that the subcontractor has suppliers and subcontractors, including certified minority- and been informed and is in compliance with specifications and women-owned business enterprises, on this project, and has provisions regarding use of tropical hardwoods as detailed in retained the documentation of these efforts to be provided upon § 165 State Finance Law. Any such use must meet with the request to the State; approval of the State; otherwise,the bid may not be considered responsive. Under bidder certifications, proof of qualification (b) The Contractor has complied with the Federal Equal for exemption will be the responsibility of the Contractor to Opportunity Act of 1972(P.L. 92-261),as amended; meet with the approval of the State. (c)The Contractor agrees to make reasonable efforts to provide 19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES notification to New York State residents of employment (APPLICABLE ONLY IN NON-FEDERAL AID NEW YORK opportunities on this project through listing any such positions STATE CONTRACTS). In accordance with the MacBride Fair with the Job Service Division of the New York State Employment Principles(Chapter 807 of the Laws of 1992),the Department of Labor, or providing such notification in such Contractor hereby stipulates that the Contractor either (a) has manner as is consistent with existing collective bargaining no business operations in Northern Ireland, or (b) shall take contracts or agreements. The Contractor agrees to document lawful steps in good faith to conduct any business operations in these efforts and to provide said documentation to the State Northern Ireland in accordance with the MacBride Fair upon request; and Employment Principles(as described in Section 165 of the New York State Finance Law), and shall permit independent (d)The Contractor acknowledges notice that the State may seek monitoring of compliance with such principles. to obtain offset credits from foreign countries as a result of this contract and agrees to cooperate with the State in these efforts. 20. OMNIBUS PROCUREMENT ACT OF 1992 (APPLICABLE ONLY IN :SON-FEDERAL AID_N-EW YORK 21. RECIPROCITY AND SANCTIONS PROVISIONS. STATE CONTRACTS). it is the policy of New York State to Bidders are hereby notified that if their principal place of maximize opportunities for the participation of New York State business is located in a country, nation, province, state or business enterprises, including minority- and women-owned political subdivision that penalizes New York State vendors, business enterprises as bidders,subcontractors and suppliers on and if the goods or services they offer will be substantially its procurement contracts. produced or performed outside New York State, the Omnibus Procurement Act 1994 and 2000 amendments(Chapter 684 and Information on the availability of New York State Chapter 383, respectively, codified in State Finance Law subcontractors and suppliers is available from: § 165(6) and Public Authorities Law § 2879(5)) require that they be denied contracts which they would otherwise obtain. NYS Department of Economic Development NOTE: As of May 2023,the list of discriminatory jurisdictions Division for Small Business and Technology Development subject to this provision includes the states of South Carolina, 625 Broadway Alaska, West Virginia, Wyoming, Louisiana and Hawaii. Albany,New York 12245 Telephone: 518-292-5100 22. COMPLIANCE WITH BREACH NOTIFICATION AND DATA SECURITY LAWS. Contractor shall comply A directory of certified minority- and women-owned business with the provisions of the New York State Information Security enterprises is available from: Breach and Notification Act(General Business Law §§ 899-aa and 899-bb and State Technology Law§ 208). NYS Department of Economic Development Division of Minority and Women's Business Development 23. COMPLIANCE WITH CONSULTANT 633 Third Avenue 33rd Floor DISCLOSURE LAW. If this is a contract for consulting New York,NY 10017 services, defined for purposes of this requirement to include 646-846-7364 analysis, evaluation, research, training, data processing, email: mwbebusinessdev(_a-)esd.ny.Qov computer programming, engineering, environmental, health, https://ny.ne\A,nycontracts.com/FrontEnd/searchcei-tifieddir and mental health services, accounting, auditing, paralegal, ectory.asp legal or similar services; then, in accordance with Section 163 (4)(g) of the State Finance Law (as amended by Chapter 10 of The Omnibus Procurement Act of 1992 (Chapter 844 of the the Laws of 2006), the Contractor shall timely, accurately and Laws of 1992,codified in State Finance Law§ 139-i and Public properly comply with the requirement to submit an annual June 2023 Page 6 STAMARO CLAUSES FOR NYS CONTRACTS AlPFJMOl1lA employment report for the contract to the agency that awarded seeking compliance, recovering damages, or declaring the the contract, the Department of Civil Service and the State Contractor in default. Comptroller. The state agency reserves the right to reject any bid,request for 24. PROCUREMENT LOBBYING. To the extent this assignment, renewal or extension for an entity that appears on agreement is a "procurement contract' as defined by State the Prohibited Entities List prior to the award, assignment, Finance Law§§ 139-j and 139-k,by signing this agreement the renewal or extension of a contract, and to pursue a contractor certifies and affirms that all disclosures made in responsibility review with respect to any entity that is awarded accordance with State Finance Law §§ 139-j and 139-k are a contract and appears on the Prohibited Entities list after complete, true and accurate. In the event such certification is contract award. found to be intentionally false or intentionally incomplete, the State may terminate the agreement by providing written 27. ADMISSIBILITY OF REPRODUCTION OF notification to the Contractor in accordance with the terms of CONTRACT. Notwithstanding the best evidence rule or any the agreement. other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all 25. CERTIFICATION OF REGISTRATION TO objections to the admissibility into evidence at any court COLLECT SALES AND COMPENSATING USE TAX BY proceeding or to the use at any examination before trial of an CERTAIN STATE CONTRACTORS,AFFILIATES AND electronic reproduction of this contract, in the form approved SUBCONTRACTORS. by the State Comptroller, if such approval was required, To the extent this agreement is a contract as defined by Tax Law regardless of whether the original of said contract is in § 5-a, if the contractor fails to make the certification required existence. by Tax Law § 5-a or if during the term of the contract, the Department of Taxation and Finance or the covered agency,as defined by Tax Law§ 5-a,discovers that the certification,made under penalty of perjury, is false, then such failure to file or false certification shall be a material breach of this contract and this contract may be terminated, by providing written notification to the Contractor in accordance with the terms of the agreement, if the covered agency determines that such action is in the best interest of the State. 26. IRAN DIVESTMENT ACT. By entering into this Agreement,Contractor certifies in accordance with State Finance Law § 165-a that it is not on the "Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012"("Prohibited Entities List')posted at: httTps://ogs.ny.gov/iran-divestment-ac-t-2012 Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the State. During the term of the Contract,should the state agency receive information that a person (as defined in State Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act within 90 days after the determination of such violation,then the state agency shall take such action as may be appropriate and provided for by law,rule, or contract, including, but not limited to, imposing sanctions, June2023 Page 7 APPENDIX A-1 SUPPLEMENTAL TITLE VI PROVISIONS (CIVIL RIGHTS ACT) (To be included in all contracts) During the performance of this contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "contractor") agrees as follows: (1) Compliance with Regulations: The contractor shall comply with the Regulation relative to nondiscrimination in Federally assisted programs of the Department of Transportation of the United States, Title 49, Code of Federal Regulations, Part 21, and the Federal Highway Administration (hereinafter "FHWA") Title 23, Code of Federal Regulations, Part 200 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) Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, religion, age, color, sex, national origin, and/or disability/handicap in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR, section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. (3) Solicitations for Subcontractors Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier 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, sex, age, and disability/handicap. (4) Information and Reports: The contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by NYSDOT or the FHWA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information the contractor shall so certify to NYSDOT's Office of Civil Rights or FHWA, as appropriate, and shall set forth what efforts it has made to obtain the information. (5) Sanctions for Noncompliance: In the event of the contractor's noncompliance with the nondiscrimi- nation provisions of this contract, NYSDOT shall impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: a) Withholding of payments to 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) Incorporation of Provisions: The contractor shall include the provisions of paragraphs (1) through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The contractor shall take such action with respect to any subcontractor procurement as NYSDOT or the FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance: 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 NYSDOT to enter into such litigation to protect the interests of NYSDOT, and, in addition, the contractor may request the United States to enter into such litigation to protect the interests of the United States. Rev 2018 APPENDIX B REQUIREMENTS FOR FEDERALLY-AIDED TRANSPORTATION PROJECTS (June 2016) There is a substantial body of requirements attached to the use of Federal highway or transportation aid. These requirements create or overlay processes, procedures, documentation requirements, authorizations, approvals and certifications that may be substantially greater or different from those that are not funded with Federal-aid and proceed under applicable State and local laws, customs and practices. Under Title 23 of the United States Code, the New York State Department of Transportation (NYSDOT) is responsible for the administration of transportation projects in New York State to which NYSDOT provides Federal highway or transportation-related aid. Through this Agreement, which provides or is associated with such funding, NYSDOT delegates various elements of project and funding administration as described elsewhere in this Agreement. In undertaking a Federally aided project, the Municipality/Sponsor, Authority'or Project Manager designated under this Agreement with Federal-aid funding or project administration agrees to proceed in compliance with all the applicable Federal-aid requirements. NYSDOT, in cooperation with FHWA, has assembled the body of Federal-aid requirements, procedures and practices in its Procedures for Locally Administered Federal-Aid Projects Manual (available through NYSDOT's web site at: http://www.dot.ny.gov/plafap). In addition, the Municipality/Sponsor, Authority or Project Manager designated under this Agreement for Federal-aid funding or project administration that enters into Federally aided project construction contracts is required to physically incorporate into all its Federally aided construction contracts and subcontracts there under the provisions that are contained in Form FHWA-1273 (available from NYSDOT or electronically at: http://www.fhwa.dot.gov/programadmin/contracts`/1 273.htm). In addition to the referenced requirements, the attention of Municipality/Sponsor hereunder is directed to the following requirements and information: NON DISCRIMINATION/EEO/DBE REQUIREMENTS The Municipality/Sponsor and its contractors agree to comply with Executive Order 11246, entitled "Equal Employment Opportunity and United States Department of Transportation (USDOT) regulations (49 CFR Parts.21, 23, 25, 26 and 27) and the following: 1. NON DISCRIMINATION. No person shall, on the ground of race, color, creed, national origin, sex, age or handicap, be excluded from participation in, or denied the benefits of, or be subject to, discrimination under the Project funded through this Agreement. 2. EQUAL EMPLOYMENT OPPORTUNITY. In connection with the execution of this Agreement, the Municipality/Sponsors contractors or subcontractors shall not discriminate against any employee or applicant for employment because of race, religion, age, color, sex or national origin. Such contractors shall take affirmative actions to ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, national origin or age. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 3. DISADVANTAGED BUSINESS ENTERPRISES. In connection with the performance of this Agreement, the Municipality/Sponsor shall cause its contractors to cooperate with the State in meeting its commitments and goals with regard to the utilization of Disadvantaged Business Enterprises (DBEs) and will use its best efforts to ensure that DBEs will have opportunity to compete for subcontract work under this Agreement. Also, in this connection the Municipality or Municipality/Sponsor shall cause its contractors to undertake such actions as may be necessary to comply with 49 CFR Part 26. As a sub-recipient under 49 CFR Part 26.13, the Municipality/Sponsor hereby makes the following assurance. The Municipality/Sponsor shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any United States Department of Transportation (USDOT)-assisted contract or in the administration of its Disadvantaged Business Enterprise (DBE) program or the requirements of 49 CFR Part 26. The Municipality/Sponsor shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of the United States Department of Transportation-assisted contracts. The New York State Department of Transportation's DBE program, as required by 49 CFR Part 26 and as approved by the United States Department of Transportation, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the recipient of its failure to carry out its approved program, the USDOT may impose sanctions as provided for under part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.). FEDERAL SINGLE AUDIT REQUIREMENTS Non-Federal entities that expend $750,000 or more in a year in Federal awards from all sources are required to comply with the Federal Single Audit Act provisions contained in U.S. Office of Management and Budget (OMB) Circular No. A-133, Audits of States, Local Governments, and Non-Profit Organizations. Non-Federal entities that expend Federal awards from a single source may provide a program specific audit, as defined in the Circular. Non-Federal entities that expend less than the amount above in a year in Federal awards from all sources are exempt from Federal audit requirements for that year, except as noted in Sec. 215 (a) of OMB Circular A-133 Subpart B--Audits, records must be available for review or audit by appropriate officials of the cognizant Federal agency' the New York State Department of Transportation, the New York State Comptrollers Office and the U.S. Governmental Accountability Office (GAO). Non-Federal entities are required to submit a copy of all audits, as described above, within 30 days of issuance of audit report, but no later than 9 months after the end of the entity's fiscal year, to the New York State Department of Transportation, Contract Audit Bureau, 50 Wolf Road, Albany, NY 12232. Unless a time extension has been granted by the cognizant Federal Agency and has been filed with the New York State Department of Transportation's Contract Audit Bureau, failure to comply with the requirements of OMB Circular A-133 may result in suspension or termination of Federal award payments. The designated cognizant agency for audit shall be the federal awarding agency that provides the predominant amount of direct funding to a recipient unless OMB changes it. THE CATALOG OF FEDERAL DOMESTIC ASSISTANCE The Catalog of Federal Domestic Assistance (CFDA2), is an on-line database of all Federally- aided programs available to State and local governments (including the District of Columbia); Federally recognized Indian tribal governments; Territories (and possessions) of the United States; domestic public, quasi-public, and private profit and nonprofit organizations and institutions; specialized groups; and individuals. THE CFDA IDENTIFICATION NUMBER OMB Circular A-133 requires all Federal-aid recipients to identify and account for awards and expenditures by CFDA Number. The Municipality/Sponsor is required to identify in its accounts all Federal awards received and expended, and the Federal programs under which they were received. Federal program and award identification shall include, as applicable, the CFDA title and number, award number and year, name of the Federal agency, and name of the pass-through entity. The most commonly used CFDA number for the Federal Aid Highway Planning and Construction program is 20.205. Additional CFDA numbers for other transportation and non-transportation related programs are: 20.215 Highway Training and Education 20.219 Recreational Trails Program 20.XXX Highway Planning and Construction - Highways for LIFE; 20.XXX Surface Transportation Research and Development; 20.500 Federal Transit-Capital Investment Grants 20.505 Federal Transit-Metropolitan Planning Grants 20.507 Federal Transit-Formula Grants 20.509 Formula Grants for Other Than Urbanized Areas 20.600 State and Community Highway Safety 23.003 Appalachian Development Highway System 23.008 Appalachian Local Access Roads PROMPT PAYMENT MECHANISMS In accordance with 49 CFR 26.29, and NY State Finance Law 139-f or NY General Municipal Law 106-b(2) as applicable: (a) You must establish, as part of your DBE program, a contract clause to require prime contractors to pay subcontractors for satisfactory performance of their contracts no later than 7 calendar days from receipt of each payment you make to the prime contractor. (b) You must ensure prompt and full payment of retainage from the prime contractor to the subcontractor within 7 calendar days after the subcontractor's work is satisfactorily completed. You must use one of the following methods to comply with this requirement: (1) You may decline to hold retainage from prime contractors and prohibit prime contractors from holding retainage from subcontractors. (2) You may decline to hold retainage from prime contractors and require a contract clause obligating prime contractors to make prompt and full payment of any retainage kept by 2 http://wvvw.cfda.gov/ prime contractor to the subcontractor within 7 calendar days after the subcontractor's work is satisfactorily completed. (3) You may hold retainage from prime contractors and provide for prompt and regular incremental acceptances of portions of the prime contract, pay retainage to prime contractors based on these acceptances, and require a contract clause obligating the prime contractor to pay all retainage owed to the subcontractor for satisfactory completion of the accepted work within 7 calendar days after your payment to the prime contractor. (c) For purposes of this section, a subcontractor's work is satisfactorily completed when all the tasks called for in the subcontract have been accomplished and documented as required by the recipient. When a recipient has made an incremental acceptance of a portion of a prime contract, the work of a subcontractor covered by that acceptance is deemed to be satisfactorily completed. (d) Your DBE program must provide appropriate means to enforce the requirements of this section. These means may include appropriate penalties for failure to comply, the terms and conditions of which you set. Your program may also provide that any delay or postponement of payment among the parties may take place only for good cause, with your prior written approval. (e) You may also establish, as part of your DBE program, any of the following additional mechanisms to ensure prompt payment: (1) A contract clause that requires prime contractors to include in their subcontracts language providing that prime contractors and subcontractors will use appropriate alternative dispute resolution mechanisms to resolve payment disputes. You may specify the nature of such mechanisms. (2) A contract clause providing that the prime contractor will not be reimbursed for work performed by subcontractors unless and until the prime contractor ensures that the subcontractors are promptly paid for the work they have performed. (3) Other mechanisms, consistent with this part and applicable state and local law, to ensure that DBEs and other contractors are fully and promptly paid. CARGO PREFERENCE ACT REQUIREMENTS — U.S. FLAG VESSELS In accordance with 46 CFR 381, the contractor agrees: (a) To utilize privately owned United States-flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to this contract, to the extent such vessels are available at fair and reasonable rates for United States-flag commercial vessels. (b) To furnish within 20 days following the date of loading for shipments originating within the United States or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, 'on-board' commercial ocean bill-of-lading in English for each shipment of cargo described in paragraph (b) (1) of this section to both the Contracting Officer (through the prime contractor in the case of subcontractor bills-of-lading) and to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590. (c) To insert the substance of the provisions of this clause in all subcontracts issued pursuant to this contract. COVER SHEET FOR DOCUMENTS JUN - 4 2025 �o���or�� SENTTO: —U Sent By: TOWN ATTORNEY, PAUL M. DECHANCE DEPUTY T/A, JACK SQUICCIARINI ASSISTANT T/A, JULIE M. MCGIVNEY ASSISTANT T/A, BENJAMIN JOHNSON CONFIDENTIAL SECRETARY, AMY SCHLACHTER Type of Agreement : Nature of Contract/Agreement Pro [,e,L�- 74 ra-41v� �� S�(D-F cm, � P