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COVER SHEET FOR DOCUMENTS AUG 2 2 2025
SENT TO:
Sent By: TOWN ATTORNEY, PAUL M. DECHANCE
DEPUTY T/A, JACK S(QUICCIARINI
ASSISTANTT/A, JULIE M. MCGIVNEY
ASSISTANT T/A, BENJAMIN JOHNSON
CONFIDENTIAL SECRETARY, AMY SCHLACHTER
Type of ,agreement
Nature of Contract/Agreement
f
DENIS NONCARROW Town Hall,5309S Main Road P.O.
TOWN CLERK ,�QF SDUry Box 1179
�4y� ova Southold,New York 11971 Fax
REGISTRAR OF VITAL (631) 76S-6145 Telephone (631)
765-1800
STATISTICS MARRIAGE OFFICER o
00 www.southoldtholdtownny.gov
RECORDS MANAGEMENT ;% �o
OFFICER INFORMAT ON OF O OFFICER �� �i?ItN�•
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2025-651 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
AUGUST 19, 2025:
RESOLVED, that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor, Albert J Krupski, Jr. to execute the Consultant Agreement for Environmental
Services between the Town of Southold as Sponsor on behalf of the Fishers Island Ferry District
and C&S Engineers, Inc., dated April 22, 2025, to be performed within 60 days of the written
notice to proceed, for the total sum of$24,750.00, to be reimbursed through Federal and State
Grants for Runway 7-25 improvements at Elizabeth Field Airport, Fishers Island; at no cost to
the Town and subject to Town Attorney review.
Denis Nonearrow
Southold Town Clerk
RESULT: Adopted
MOVER: Councilman Doroski
SECONDER: Councilman Mealy
AYES: Councilman Mealy, Councilwoman Smith, Councilwoman Doherty,
Justice Evans, Councilman Doroski, Supervisor Krupski, Jr.
1'NAYES: None
Page 62 of 67
LUMP SUM
CONSULTANT"AGREEMENT
FOR
ENVIRONMENTAL SERVICES
FOR THE
RUNWAY 7-25 RUNWAY SAFETY AREA (RSA) IMPROVEMENTS
PROJECT
AT
ELIZABETH FIELD AIRPORT
FISHERS ISLAND
TOWN OF SOUTHOLD
SUFFOLK COUNTY, NEW YORK
pf SO `o
CA
FAA AIP NO. 3-36-0029-XXX-2026
NYSDOT NO. 0913.XX
TABLE OF CONTENTS
ARTICLES PAGE
ARTICLE 1—DESCRIPTION OF SERVICES TO BE PERFORMED................................................................................................................1
ARTICLE 2—PROVISION FOR PAYMENT—TIME FOR PERFORMANCE.................................................................................................1
ARTICLE 3—STANDARD OF CARE,STANDARD PRACTICES,AND REQUIREMENTS.............................................................................2
ARTICLE4—ENTIRE AGREEMENT..............................................................................................................................................:.............2
ARTICLE5—TAXES, ROYALTIES,AND EXPENSES....................................................................................................................................2
ARTICLE6—CONSULTANT LIABILITY.......................................................................................................................................................3
ARTICLE7—LABOR LAW REQUIREMENTS..............................................................................................................................................3
ARTICLE8—NONDISCRIMINATION PROVISIONS...................................................................................................................................4
ARTICLE 9—WORKER'S COMPENSATION AND LIABILITY INSURANCE.................................................................................................4
ARTICLE.10—ASSIGNMENT REQUIREMENTS.........................................................................................................................................5
ARTICLE11—ADDITIONAL SERVICES......................................................................................................................................................5
ARTICLE 12—ABANDONMENT OR AMENDMENT OF PROJECT AND TERMINATION..........................................................................5
ARTICLE13—SUSPENSION OF SERVICES.................................................................................................................................................7
ARTICLE14—INTERCHANGE OF DATA...................................................................................................................................................7
ARTICLE 15—DISPOSITION OF PROJECT DOCUMENTS.........................................................................................................................7
ARTICLE16—CODE OF ETHICS................................................................................................................................................................8
ARTICLE17—INDEPENDENT CONTRACTOR...........................................................................................................................................8
ARTICLE18—PATENT RIGHTS AND COPYRIGHTS.................................................................................................................................8
ARTICLE19—NEW YORK STATE PARTICIPATION.........................................................................:........................................................8
ARTICLE20—FEDERAL PARTICIPATION...................................................................................................................................................9
ARTICLE21—MISCELLANEOUS...............................................................................................................................................................9
ARTICLE 22—SUBCONSULTANTS/SUBCONTRACTORS AND VENDORS...........................................................................................10
ARTICLE23—FORCE MAJEURE......................................................:....................................................................................................10
ARTICLE24—DISPUTE RESOLUTION..................................................................................................................................................10
SCHEDULEA—SCOPE OF SERVICES........................................................................................................................................A-1
SCHEDULE B—COST SUMMARY AND FEE SCHEDULE......................................................................................................B-1
SCHEDULEC—AGREED OVERHEAD........................................................................................................................................C-1
SCHEDULED—[INTENTIONALLY OMITTED]......................................................................................................................:.........
SCHEDULEE—RESOLUTION........................................................................................................................................................E-1
SCHEDULEF—[INTENTIONALLY OMITTED].................................................................................................................................
SCHEDULE G—CERTIFICATION OF CONSULTANT............................................................................................................G-1
SCHEDULEH—AIRPORT AID PROGRAM...............................................................................................................................H-1
SCHEDULE I—NEW YORK STATE DOT REQUIREMENTS........................................................................................1-1 to 1-3
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LUMP SUM CONSULTANT AGREEMENT
FOR
ENVIRONMENTAL SERVICES
PROJECT: Runway'7-25 Runway Safety Area (RSA) Improvements Project
Elizabeth Field Airport
This Agreement, made effective this day of 2025, is by and between the Town of
Southold, a New York municipal corporation, having an address at P.O. Box 1179, Southold, New York,
11971 (hereinafter referred to as the "SPONSOR"),and C&S Engineers, Inc.,a New York business corporation
having its principal offices at 499 Col. Eileen Collins Boulevard, Syracuse, New York 13212 (hereinafter
referred to as the "CONSULTANT").
WITNESSETH: That the SPONSOR and the CONSULTANT, for and in consideration of the mutual obligations set
forth herein and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, agree as follows:
ARTICLE 1—DESCRIPTION OF SERVICES TO BE PERFORMED
The SPONSOR hereby retains the CONSULTANT because of Its ability and reputation, and the CONSULTANT
accepts such retention, to perform for the SPONSOR the services of the Project more particularly described
in Schedule(s) "A", which is attached hereto and made a part hereof(the "Basic Services"). The SPONSOR's
resolution or other authorization for retaining the CONSULTANT is attached hereto and made a part hereof
as Schedule "E
ARTICLE 2—PROVISION FOR PAYMENT—TIME FOR PERFORMANCE
The SPONSOR Shall pay to the CONSULTANT, and the CONSULTANT shall accept, as full compensation for the
performance by the CONSULTANT of the Basic Services a lump sum fee of$24350.00, which covers salaries
of employees assigned to the Project, all indirect costs, all direct expenses, and profit. The maximum fee
under this Agreement cannot be exceeded for any reason, unless Additional Services are authorized and
performed in accordance with the provisions of Article 11 of this Agreement. The method of computation
of the CONSULTANT'S lump sum fee is prescribed in Schedule(s) "B", which is attached hereto and made a
part hereof.
Partial payments of the lump sum fee shall be made monthly on account. The portion of the fee billed for
the CONSULTANT's Basic Services will be based upon the CONSULTANT's estimate of the proportion of the total
Basic Services actually completed and expenses actually incurred at the time of billing. Payment of the final
invoice will be made upon the substantial completion of the Basic Services covered by the lump sum fee.
If the SPONSOR fails to make any payment due the CONSULTANT for services and expenses within forty-five
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(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 (451h) day. Payments will be credited first to
principal and then to interest. Additionally, the CONSULTANT may, after giving seven (7) days' notice to the
SPONSOR, suspend services under this Agreement until the invoice is paid. Upon payment in full by the
SPONSOR,the CONSULTANT shall resume performance or furnishing of services under this Agreement, and the
time schedule and compensation set forth in Schedule(s) "B" hereto shall be equitably adjusted to
compensate for the period of suspension.
Execution of this Agreement by the SPONSOR and the CONSULTANT constitutes the SPONSOR's written
authorization to the CONSULTANT to proceed as of the above-written date with the performance of Basic
Services as set forth in Schedule(s) "A". The time for completion of the Basic Services under this Agreement,
subject to the provisions of Articles 12, 13, and 23 hereof, shall be as recorded in Schedule(s) "A".
ARTICLE 3—STANDARD OF CARE,STANDARD PRACTICES,AND REQUIREMENTS
The standard of care for all engineering and related services performed or furnished by the CONSULTANT
under this Agreement shall be the care and skill ordinarily used by members of the CONSULTANT's profession
practicing under similar conditions at the same time and in the same locality. Before beginning to perform
or furnish any service hereunder,the CONSULTANT shall ascertain the standard practices of the SPONSOR, the
New York State Department of Transportation (the"NYSDOT"), and the Federal Aviation Administration (the
"FAA"), if any,for projects of a type similar to this Project.Where the CONSULTANT deems it practicable to do
so, the services to be provided or furnished under this Agreement shall be performed in accordance with
these standard practices as long as they are consistent with the standard of care. If any of these standard
practices are inconsistent with the CONSULTANT's standard of care or are in conflict with one another, or if
strict adherence to the same is impossible or undesirable,then the CONSULTANT's services may vary or deviate
from such standards.
ARTICLE 4—ENTIRE AGREEMENT
This Agreement, with its accompanying Schedule or Schedules, constitutes the entire agreement between
the SPONSOR and the CONSULTANT with respect to its subject matter, and supersedes any prior agreement,
whether written or verbal,with respect to that subject matter. This Agreement may be amended or modified
only by written instrument signed by the SPONSOR and the CONSULTANT.
ARTICLE S—TAXES, ROYALTIES,AND EXPENSES
The CONSULTANT Shall pay all taxes, royalties, and expenses incurred by the CONSULTANT in connection with
performing its services under this Agreement, unless otherwise provided in Article 2.
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ARTICLE 6—CONSULTANT LIABILITY
CONSULTANT shall defend, indemnify and hold the SPONSOR, its officials, officers, employees, volunteers and
agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising
out of or incident to any alleged negligent acts, errors, omissions or willful misconduct of the Consultant,
its officials, officers, employees,agents, consultants and contractors arising out of or in connection with the
performance of the work specified in this Agreement, including without limitation the payment of all
attorneys' fees and other related costs and expenses. CONSULTANT shall not be obligated to defend,
indemnify or hold the SPONSOR harmless in any manner whatsoever for ariy claims or liability arising solely
out of the SPONSOR's own negligence or willful misconduct.
Nothing in this Article or in this Agreement shall create or give to third parties any claim or right of action
against the CONSULTANT or the SPONSOR beyond such as may legally exist irrespective of this Article or this
Agreement.
Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither
the SPONSOR nor the CONSULTANT, their respective officers, directors, partners, employees, contractors or
subconsultants shall be liable to the other or shall make any claim for any incidental, indirect or
consequential damages arising out of or connected in any way to the Project or to this Agreement. This
mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss
of business, loss of income, loss of reputation and any other consequential damages that either party may
have incurred from any cause of action including negligence, strict liability, breach of contract and breach
of strict or implied warranty. Both the SPONSOR and the CONSULTANT shall require similar waivers of
consequential damages protecting all the entities or persons named herein in all contracts and subcontracts
with others involved in this project.
The provisions of this Article 6 shall survive termination or expiration of this Agreement.
ARTICLE 7—LABOR LAw REQUIREMENTS
The CONSULTANT,and any subconsultant or subcontractor retained by it in connection with the performance
or furnishing of services under this Agreement, shall comply with the requirements of state or federal
statutes, regulations, or orders applicable to the employment of employees, as set forth in Schedules "H"
and "I", which are attached hereto and made a part hereof.
The SPONSOR recognizes that the CONSULTANT will be required by the New York State Department of Labor
(the "NYSDOL") to compensate its personnel performing field survey work in accordance with applicable
state wage rates in effect at the same time services are performed. The SPONSOR understands that the
CONSULTANT has no control over these labor rates and their periodic increases.Therefore,the SPONSOR agrees
to compensate the CONSULTANT for field survey services included as a part of this Agreement in accordance
with the NYSDOL Prevailing Rate Schedule, which is incorporated by reference into this Agreement.
Furthermore, the SPONSOR shall compensate the CONSULTANT for all increases in labor costs, including
applicable overhead and profit, when those increases occur by direction of the NYSDOL. Billings for, and
payments by the SPONSOR of, these increases will take place routinely in accordance with the appropriate
terms of this Agreement and these increases will be paid as an additional cost over and above the agreed
amount.
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ARTICLE 8—NONDISCRIMINATION PROVISIONS
During the performance of its services under this Agreement, the CONSULTANT, and any subconsultant,
subcontractor, or vendor retained by it, shall comply with the nondiscrimination requirements set forth in
Schedules "H" and "I" hereto, as applicable to this Project.
The CONSULTANT Will include the provisions of Schedules "H" and "I" in every subconsultant agreement,
subcontract, or purchase order in such a manner that such provisions will be binding upon each
subconsultant,subcontractor, or vendor as to operations to be performed within the State of New York.The
CONSULTANT will take such action in enforcing such provisions of such subconsultant agreement,
subcontract, or purchase order as the SPONSOR may direct, including sanctions or remedies for non-
compliance. If the CONSULTANT becomes involved in or is threatened with litigation by a subconsultant,
subcontractor, or vendor as a result of such direction by the SPONSOR, the,CONSULTANT shall promptly so
notify the SPONSOR's legal counsel, requesting such counsel to intervene and protect the interests of the
SPONSOR.
ARTICLE 9—WORKER'S COMPENSATION AND LIABILITY INSURANCE
The CONSULTANT agrees to procure and maintain at its own expense, and without direct expense to the
SPONSOR, until final acceptance by the SPONSOR of the services covered by this Agreement, insurance of the
kinds and in the amounts hereafter provided, written by insurance companies authorized to do business in
the State of New York. Before commencing the performance of services hereunder, the CONSULTANT shall
furnish the SPONSOR a certificate or certificates, in form satisfactory to the SPONSOR, showing that it has
complied with this Article. All policies shall provide for a 30-day notice of policy cancellation to the
SPONSOR(except 10 days' notice should be provided for cancellation due to non-payment of premiums).
The kinds and amounts of insurance required are as follows:
A. Policy or policies covering the obligations of the CONSULTANT in accordance with the provisions of
any applicable worker's compensation or disability benefits law, including for the State of New York
Chapter 41, Laws of 1914, as amended, known as the Workers' Compensation Law, and
amendments thereto, and Chapter 600 of the Laws of 1949, as amended, known as the Disability
Benefits Law, and this Agreement shall be void and of no effect unless the CONSULTANT procures
such policy or policies and maintains the same in force during the term of this Agreement.
i
B. Policy or policies of commercial general liability insurance,with broad form endorsement covering,
among other things, the CONSULTANT'S obligation under Article 6 hereof, with limits of liability of
not less than One Million Dollars ($1,000,000)for all damages arising out of bodily injury, including
death at any time resulting therefrom sustained by-one (1) person in any one (1),accident; and,
subject to that limit for each person; not less than Three Million Dollars($3,000,000)for all damages
arising out of bodily injury, including death at any time resulting therefrom,sustained by two (2) or
more persons in any one (1) accident; and not less than One Million Dollars ($1,000,000) for all
damages arising out of injury to or destruction of property in any one (1) accident, and, subject to
that limit per accident, not less than Three Million Dollars ($3,000,000) for all damages arising out
of injury to or destruction of property during the policy period.
1. Liability insurance issued to and covering the liability of the CONSULTANT'S subconsultants
and subcontractors, having the same policy limits as those set forth above, with respect to
all services or work performed by said subconsultants or subcontractors under this
Agreement.
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2. Protective liability insurance issued to and covering the liability of the CONSULTANT with
respect to all services under this Agreement performed for the CONSULTANT by
subconsultants or subcontractors.
3. Professional liability insurance issued to and covering the liability of the CONSULTANT with
respect to all professional services performed by it under this Agreement.
The SPONSOR,the NYSDOT, and the FAA shall be additional insureds, as their interests may appear, under
the insurance coverages described in Paragraph B above, except for the coverage described in
Subparagraph (3), which coverages shall be subject to all of the terms, exclusions, and conditions of the
applicable policy.
ARTICLE 10—ASSIGNMENT REQUIREMENTS
The CONSULTANT specifically agrees that:
A. It is prohibited from assigning, transferring, conveying, subletting, or otherwise disposing of this
Agreement or of its right, title, or interest herein, or its power to execute this Agreement, to any
other person, company, or corporation without the previous consent in writing of the SPONSOR,the
Commissioner of the NYSDOT, and the FAA.
B. If this provision of the Agreement is violated, the SPONSOR may terminate this Agreement for cause in
accordance with the provisions of Article 12. Furthermore,the SPONSOR shall be relieved from any liability
and obligation hereunder to the person,company,or corporation to whom the CONSULTANT shall assign,
transfer,convey, sublet,or otherwise dispose of this Agreement in violation of the foregoing paragraph
(A),and such transferee shall forfeit and lose all monies assigned to it under this Agreement, except so
much as may be required to pay its employees.
ARTICLE 11—ADDITIONAL SERVICES
If authorized in writing by the SPONSOR through a Supplemental Agreement,the CONSULTANT shall furnish or
obtain from others any service that is beyond the scope of Schedule(s) "A" ("Additional Services"). The
scope, and time for performance, and payment from the SPONSOR to the CONSULTANT for, any Additional
Services (which shall be on the basis set forth in Schedule(s) "B") shall be set forth in such Supplemental
Agreement.
ARTICLE 12—ABANDONMENT OR AMENDMENT OF PROJECT AND TERMINATION
A. ABANDONMENT OR AMENDMENT OF THE PROJECT—The SPONSOR Shall have the absolute right to abandon
or to amend its Project or to change the general basis of performance at any time, and such action
on its part shall in no event be deemed a breach of this Agreement. If the SPONSOR amends its Project
or changes the general basis thereof, and the CONSULTANT is of the opinion that Additional Services
are made necessary thereby, then the 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
13(1)(b) below shall govern payment to the CONSULTANT.
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B. TERMINATION
The obligation to provide further services under this Agreement may be terminated:
1. For Cause:
a. By either party upon thirty (30) days' prior written notice in the event of substantial failure by
the other party to perform in accordance with the terms of this Agreement through no fault of
the terminating party. Notwithstanding the foregoing,this Agreement will not terminate as the
result of such substantial failure if the party receiving notice begins, within seven (7) days after
receipt of such notice, to correct its failure to perform and proceeds diligently to cure such
failure within thirty (30) days of such receipt; provided that, if and to the extent that such
substantial failure cannot reasonably be cured within such thirty (30)-day period, and if the
party has diligently attempted to cure the failure and thereafter continues diligently to cure the
problem, then the cure period may, in the discretion of the terminating party, be extended to
sixty(60) days after the receipt of notice.
b. By the CONSULTANT upon seven (7) days' written notice if (a) the CONSULTANT believes that it is
being requested by the SPONSOR to perform or furnish services contrary to or in conflict with
the CONSULTANT's responsibilities as a licensed design professional or the standard of care set
forth in Article 3 hereof; or (b) the CONSULTANT's services are delayed or suspended for more
than ninety (90) days, consecutively or in the aggregate, for reasons beyond the CONSULTANT's
control; or(c) the SPONSOR has abandoned, or is considered to have abandoned,the Project.
2. For convenience by the SPONSOR,effective upon the receipt of notice by the CONSULTANT.
C. PAYMENTS UPON TERMINATION
1. For Cause:
a: By the SPONSOR: If the SPONSOR terminates this Agreement for cause upon completion of any
phase of Basic Services, then progress payments due the CONSULTANT in accordance with this
Agreement for all such services performed by or furnished through the CONSULTANT and its
subconsultants, subcontractors, and vendors through the completion of such phase shall
constitute total payment for such services. If the SPONSOR terminates this Agreement for cause
> during any phase of Basic Services,the CONSULTANT will also be paid for such services performed
or furnished in accordance with this Agreement by the CONSULTANT during that phase through
the date of termination on the basis specified in Schedule(s) "B". The CONSULTANT will also be
paid for the charges of its subconsultants, subcontractors, or vendors who performed or
furnished Basic Services to the extent that such services have been performed or furnished in
accordance with this Agreement through the effective date of the termination. The SPONSOR
shall also pay the CONSULTANT for all unpaid Additional Services and unpaid Reimbursable
Expenses.
b. By the CONSULTANT:If the CONSULTANT terminates this Agreement for cause upon completion of
any phase of Basic Services, then progress payments due the CONSULTANT in accordance with
this Agreement for all such services performed or furnished by the CONSULTANT and its
subconsultants, subcontractors, or vendors through the completion of such phase shall
constitute total payment for such services. The CONSULTANT shall also be paid for all unpaid
Additional Services and unpaid Reimbursable Expenses, as well as for the CONSULTANT's
reasonable expenses directly attributable to termination in accordance with the rates for
Additional Services set forth in Schedule(s) "B" hereto measured from the date of termination,
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including fair and reasonable sums for overhead and profit and the costs of terminating the
CONSULTANT'S contracts with its subconsultants, subcontractors, or vendors.
2. For convenience
If the SPONSOR terminates this Agreement for convenience upon completion of any phase of
Basic Services,then progress payments due the CONSULTANT in accordance with this Agreement
for all such services performed by or furnished through the CONSULTANT through the completion
of such phase shall constitute total payment for such services. If the SPONSOR terminates this
Agreement for convenience during any phase of Basic Services, the CONSULTANT will also be
paid for such services performed or furnished in accordance with this Agreement by the
CONSULTANT during that phase through the date of termination on the basis specified in
Schedule(s) "B".Additionally, the CONSULTANT will be paid for the charges of its subconsultants,
subcontractors, or vendors who performed or furnished Basic Services through the effective
date of termination. The SPONSOR shall also pay the CONSULTANT for all unpaid Additional
Services and unpaid Reimbursable Expenses, as well as for the CONSULTANT's reasonable
expenses directly attributable to termination in accordance with the rates for Additional
Services set forth in Schedule(s) "B" measured from the date of termination, including fair and
reasonable sums for overhead and profit and the costs of terminating the CONSULTANT'S
contracts with its subconsultants, subcontractors, or vendors.
ARTICLE 13—SUSPENSION OF SERVICES
If the CONSULTANT'S services hereunder are delayed or suspended, in whole or in part, by the SPONSOR for
more than thirty (30) calendar days,.consecutively or in the aggregate,through no fault of the CONSULTANT,
then the CONSULTANT shall be entitled to equitable adjustments of rates and amounts of compensation to
reflect, among other things, reasonable costs incurred by the CONSULTANT in connection with the delay or
suspension and reactivation and the fact that the time for performance of the CONSULTANT's services
hereunder has been revised.If the delay or suspension persists for more than ninety(90)days,consecutively
or in the aggregate,then the CONSULTANT may consider the Project to have been abandoned by the SPONSOR
and may terminate this Agreement for cause.
Upon the SPONSOR's resumption of its Project, and if the CONSULTANT has not terminated this Agreement for
cause, the CONSULTANT shall resume its services under this Agreement until the services are completed and
accepted, subject to any adjustment in the rates set forth in Schedule(s) "B" be of the passage of time.
ARTICLE 14—INTERCHANGE OF DATA
During the performance of this Agreement, all technical data in regard to the Project whether (a) existing
in the office of the SPONSOR or (b) existing in the office of the CONSULTANT, shall be made available to the
other party to this Agreement without expense to such other party.
l
ARTICLE 1 S—DISPOSITION OF PROJECT DOCUMENTS
At the time of completion of its services and upon payment .in full therefor, the CONSULTANT shall make
available to the SPONSOR copies of documents prepared as the result of this Agreement. These documents
shall then become the property of the SPONSOR and the maintenance of the data therein shall be the sole
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responsibility of the SPONSOR.Any reuse of the documents by the SPONSOR or others on extensions of the
Project, or on any other project, without written verification or adaptation by the CONSULTANT and its
subconsultants, subcontractors, or vendors, as appropriate, for the specific purpose intended will be at the
SPONSOR's sole risk and expense and without liability or legal exposure to the CONSULTANT or its
subconsultants, subcontractors, or vendors. The SPONSOR shall indemnify the CONSULTANT, its
subconsultants, subcontractors, and vendors against, and hold them harmless from, all claims, damages,
losses, and expenses (including reasonable expert and attorneys' fees) arising out of or resulting from such
reuse.
In the event that this Agreement is terminated for any reason, then within ten (10) days after such
termination, the CONSULTANT shall make available to the SPONSOR all data and material prepared under this
Agreement, including cover sheets, in accordance with and subject to the terms of the above paragraphs.
ARTICLE 16—CODE OF ETHICS
The CONSULTANT specifically agrees that this Agreement may be canceled or terminated if any service under
this Agreement is in conflict with the provisions of Section 74 of the New York State Public Officers' Law, as
amended, and Schedule "G", which is attached hereto and made a part hereof.
ARTICLE 17—INDEPENDENT CONTRACTOR
The CONSULTANT, in accordance with its status as an independent contractor, shall conduct itself consistent
with such status; shall neither hold itself out as nor claim to be an officer or employee of the SPONSOR by
reason hereof; and shall not, by reason hereof, make any claim, demand, or application to or for any right
or privilege applicable to an officer or employee of the SPONSOR, including, but not limited to, workers'
compensation coverage, unemployment insurance benefits, Social Security coverage, or retirement
membership or credit.
ARTICLE 18—PATENT RIGHTS AND COPYRIGHTS
Any patentable result arising out of this Agreement,as well as all information,designs, specifications,know-
how, data, and findings, shall be made available without cost to the State of New York or its licensees and
the FAA for public use. No material prepared in connection with this Project shall be subject to copyright.
The State and the FAA shall have the right to publish, distribute, disclose, or otherwise use any material
prepared under this Project, subject to the provisions of Article 15 hereof.
ARTICLE 19—NEW YORK STATE PARTICIPATION
The services to be performed in this Agreement are included in a NYSDOT Project, which is being
undertaken and accomplished by the SPONSOR and the State of New York and pursuant to which the State
of New York has agreed to pay a certain percentage of the allowable Project costs.The State of New York
is not a party to this Agreement and no reference in this Agreement to the Commissioner of Transportation
or any representative thereof, or to any rights granted to the Commissioner of Transportation or any
representative thereof or the State of New York by the Agreement, makes the State of New York a party to
this Agreement.
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The CONSULTANT and the SPONSOR agree that properly authorized officials of the State of New York may from
time to time inspect all Project documents for the purpose of insuring compliance with New York State laws
and protecting the interests of the State of New York.
ARTICLE 20—FEDERAL PARTICIPATION
The FAA is not a party to this Agreement, although the Project work program covered by this Agreement
may be financially aided in part by a Grant Agreement between the SPONSOR and the FAA. The SPONSOR
and the CONSULTANT hereby agree to comply fully with the conditions set forth in detail in the Grant
Agreement as though they were set forth in detail in this Agreement, including the requirements set forth
in Schedules "G" and "H" hereto. The CONSULTANT further agrees that, by reason of complying with the
conditions of the Grant Agreement, no obligation is entailed on the part of the FAA to the CONSULTANT.
The CONSULTANT and the SPONSOR agree that properly authorized officials of the FAA may from time to
time inspect all Project documents for the purpose of insuring compliance with Federal laws and protecting
the interests of the FAA.
ARTICLE 21—MISCELLANEOUS
A. The CONSULTANT shall require all persons employed to perform services hereunder, including its
subconsultants or subcontractors, vendors, agents, officers, and employees, to comply with
applicable laws in thejurisdiction in which the Project is located.
B. If any provision of this Agreement is held to be invalid, the remainder of this Agreement shall not
be affected thereby if such remainder would then continue to conform to the terms and
requirements of applicable law.
C. By execution of this Agreement,the CONSULTANT represents that it has not paid,and also agrees not
to pay, any bonus or commission for the purpose of obtaining any approval of this Agreement.
D. Any notice required under this Agreement shall be in writing, addressed to the appropriate party
at the address set forth above, and shall be given personally; by registered or certified first-class
mail, postage prepaid and return receipt requested; by facsimile transmission, with confirmation of
receipt; or by a nationally-recognized overnight courier service, with proof of receipt. Notice shall
be effective upon the date of receipt. For purposes of this'Agreement, failure or refusal to accept
receipt shall constitute receipt nonetheless. Either party may change its address for notice by giving
notice to the other in accordance with the terms of this paragraph.
E. This Agreement, and the interpretation and enforcement of the provisions hereof, is governed by
the laws of the State of New York.
F. SPONSOR acknowledges that:
• CONSULTANT is not recommending any action to SPONSOR or other obligated person
hereunder that would cause CONSULTANT to be considered a municipal advisor for
purposes of the Securities and Exchange Commission Registration of Municipal Advisors
Rule, 78 Fed. Reg. 67468 (2013);
• CONSULTANT does not owe a fiduciary duty pursuant to Section 15B of the Securities
Exchange Act of 1934 (15 U.S.C. 78o-4)to SPONSOR or other obligated person with respect
to the information and material contained in this Agreement or any Project deliverable;and
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• SPONSOR or other obligated person should discuss any information and material contained
in this Agreement or Project deliverable with any and all internal or external advisors and
experts that SPONSOR or other obligated person deems appropriate before acting on this
information or material.
ARTICLE 22—SUBCONSULTANTS/SUBCONTRACTORS AND VENDORS
All subconsultants and subcontractors performing services for or work on this Project shall be bound by the
same required provisions of this Agreement as is the CONSULTANT. AS set forth above, all agreements
between the CONSULTANT and a subconsultant, subcontractor, or vendor shall include all standard required
contract provisions,and such agreements shall be subject to review by the NYSDOT and the FAA.
ARTICLE 23—FORCE MAJEURE
Any delay in or failure of performance of any party to this Agreement shall not constitute a default under
this Agreement nor give rise to any claim for damage, if and to the extent such delay or failure is caused by
occurrences or events beyond the control of the party affected, including, but not limited to, acts of God,-
expropriation or confiscation of facilities or compliance with any order or request of government authority,
affecting to a degree not presently existing,the supply, availability, or use of personnel or equipment; loss
of utility services; blizzard; flood; fire; labor unrest; strikes; war; riot; or any cause the party is unable to
prevent with reasonable diligence. A party who is prevented from performing for any reason shall
immediately notify the other in writing of the reason for the nonperformance and the anticipated extent of
any delay. Additionally, if the delay resulting from any of the foregoing increases the cost of or time
required by CONSULTANT to perform its services hereunder in an orderly and efficient manner, then
CONSULTANT shall be entitled to an equitable adjustment in schedule and/or compensation.
ARTICLE 24—DISPUTE RESOLUTION
A. The SPONSOR and the CONSULTANT agree to negotiate in good faith for a period of thirty (30) days
from the date of notice of disputes between them prior to exercising their right under Section 24B
below. The thirty-day period may be extended upon mutual agreement of the parties.
B. If any dispute cannot be resolved pursuant to paragraph (A) above, and only if mutually agreed by
SPONSOR and CONSULTANT,said dispute and all unsettled claims, counterclaims,and other matters in
question between them arising out of or relating to this Agreement or the breach of any provision
hereof ("disputes") shall be submitted to mediation by a mediator, to be selected by the parties
jointly\ prior to a party initiating a legal action against the other, unless initiating mediation would
irrevocably prejudice one of the parties. It is the intention of the parties that any agreement reached
at mediation become binding.The cost of mediation shall be shared equally between the parties.
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IN WITNESS WHEREOF,this Agreement has been executed by the SP0I1\ISOR, acting by and through the Town
of Southold, who has caused the seal of his or her office to be affixed hereto, and by the CONSULTANT,
acting by and through a duly-authorized officer, effective the day and year first above-written, subject to
the approval of the Commissioner of the NYSDOT,the State Comptroller, and the FAA.
SPONSOR r CONSULTANT
0
By: e By:
George B. ook John F. Frazee, P.E.
Title: District Manager Title: Chief Engineer
®ate: ®ate: 4/22/2025
B
Hon.Albert J. Krupski Jr.
Title: Town Supervisor
Date: a S
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SCHEDULE A
C&S Engineers, Inc. is pleased to submit this proposal for preparation of documentation to obtain a
determination of Categorical Exclusion (CATEX) for the Runway 7-25 Runway Safety Area (RSA)
Improvements Project ("Project") at Elizabeth Field Airport. The CATEX will support construction of the Runway
7-25 RSA Improvements in accordance with the National Environmental Policy Act of 1969. It is C&S's
understanding that the proposed Project will not result in increased aircraft operations, a change in fleet mix or
airfield configuration, change in runway use or flight patterns, or increase landside or airside capacity at the
Airport.The purpose of the proposed project is to perform safety related grade improvements to the RSA at the
Runway 7 and Runway 25 ends. Project tasks include grading the unpaved portion of the existipg safety areas to
meet the RSA grade requirements per FAA Advisory Circular 150/5300-13B—Airport Design, constructing an
approximately 350 LF boulder seawall at the Runway 7 end, and realigning the existing gravel access road
located within the Runway 25 RSA.
DESCRIPTION OF SERVICES:
The CATEX will be prepared in a manner that is consistent with the following guidance documents:
• Federal Aviation Administration (FAA) Order 5O5O.413, National Environmental Policy Act (NEPA)
Implementing Instructions for Airport Actions (hereinafter referred to as FAA Order 5O5O.4B)
• FAA Order 1050.1 F, Environmental Policies and Procedures (hereinafter referred to as FAA Order 1050.1 F)
• FAA 1050.7F Desk Reference
FAA Order 1050.1E includes a list of actions that the FAA has found do not normally have the potential for
significant impacts on the human environment. Based on preliminary information about the Project, it is C&S's
understanding that the Project is within the scope of a Documented CATEX.
This scope of work assumes that the environmental impacts from this Project do not trigger any significance
thresholds, per FAA guidance. If thresholds are found to be'triggered by the proposed Project, this Scope of
Services will be amended, at the Town's discretion, to account for additional analysis and documentation
requirements.
C&S will complete the Documented CATEX form and provide available supporting documentation from available
as-builds, record documents, and available public online resources.
The Scope of Services for this Project consists of three main elements as follows:
Task 1 Review of available existing documentation;
➢ Task 2 Preparation and submittal of draft CATEX; and
➢ Task 3 Response to comments and final CATEX submittal.
Task 1 - Documentation Review
C&S will Perform an environmental review, including the collection and review of available documents such as
published wetland maps, soil conservation survey maps, aerial imagery, and previous planning documents and
environmental studies (if available),to identify potential impacts the Project may have on the environment. C&S
will research existing readily available data for the Project site for the following resource categories, as outlined
under FAA ARP SOP No. 5.2:
• Natural Historic Preservation Act (NHPA) resources
• Department of Transportation Act: Section 4(f) and 6(f) resources
• Threatened or Endangered Species
• Fish &Wildlife Coordination Act
• Wetlands and Other Waters of the US
• Floodplains
• Coastal Resources
• National Marine Sanctuaries
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• Wilderness Areas
• Farmland
• Energy Supply and Natural Resources
• Wild and Scenic Rivers
• Solid Waste Management
• Disruption of an Established Community
• Surface Transportation
• Noise
• Air Quality
• Water Quality(groundwater, surface waters, sole source aquifers, public water supply)
• Highly Controversial on Environmental Grounds;
• Inconsistent with Federal, State, Tribal or Local Law; and
• Light Emissions, Visual Effects, and Hazardous Materials
• Public Involvement
Task 2 - Draft CATEX Preparation
This scope of work includes the completion of the required CATEX for submittal to the Sponsor (for review and
signature), and upon approval from the Sponsor, submittal to the FAA.
The major components of the Documented CATEX are outlined below.
• Project Description- Identify the Project to be assessed,the requested Federal action,and the timeframe
for such action. The following items will be developed:
o Description of Project including all project components, project justification, connected actions,
estimated start date,and duration of construction.
o Description of Project area including unique or natural features.
• Assessment of Environmental Resource Impacts — C&S will assess impacts and identify required
mitigation, if applicable, for the environmental resource categories outlined under FAA SOP 5.00
(identified under Task 1)
• Identification of Anticipated Permits - a list of permits anticipated and/or required for the proposed
Project will be included within the CATEX form. This scope of work does not include the preparation of
any permits or permit applications for the proposed Project.
• Figures and Attachments - The Documented CATEX Form package includes relevant figures and
attachments to support information included in the CATEX document. Figures and attachments are
anticipated to include the following:
o Figures
o Project Location Map
o Proposed Project Figure showing project components, haul routes, and staging areas
o Federal Historic Sites Map from the National Park Service's National Register of Historic
Places (NRHP)
o State Historic Sites Map from the New York State Historic Preservation Office (SHPO)
Cultural Resource Information System (CRIS)
o NYS Wetlands and Waterways Map (from the NYSDEC Environmental Resource Mapper)
o Attachments
o Design drawings or conceptual plans or schematics showing project components, haul
routes, staging areas, and areas of disturbance
o USFWS IPaC Resource List and official species list detailing federal threatened and
endangered species and migratory birds
o NYSDEC Environmental Assessment Form (EAF) Mapper Summary Report showing State
threatened and endangered species
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o Map showing Federal regulated wetlands from USFWS National Wetlands Inventory
o Wetland screenings and/or past delineations
o FEMA Flood Insurance Rate Map (FIRM) for Project area
o Map showing proximity to hazardous waste sites from NEPAssist viewer or USEPA
Cleanups in my Community mapping tool
o USDA Custom Soil Resource Report identifying farmland soils
o USEPA EJScreen Report covering areas surrounding Project site
o Air Quality Emissions Inventory(for construction emissions)
o Excerpts from previous documentation (i.e.master plans,previous NEPA documents,state
or federal guidance documents for resource categories) used as source materials for
assessment of impacts to environmental categories
o Map showing Coastal Zone Boundary and Coastal Barrier Resources System boundary, if
applicable
o Map showing Wild and Scenic Rivers, if applicable
Task 3 - Response to Comments and Final CATEX Submittal
C&S will respond to comments received from the FAA and will resubmit the final CATEX to the FAA's New York
Airports District Office (NYADO).
Project Assumptions/Exceptions
Key Assumptions in developing this scope of work are summarized below:
1. All direct coordination between the FAA will include the CLIENT. CONSULTANT is not responsible for any
delay associated with CLIENT coordination with FAA.
2. The CONSULTANT will respond to one round of edits to the CATEX document from the FAA. Further
revisions can be completed as an additional service.
3. The scope of work does not include updates to the Airport Layout Plan or conceptual design layouts.
4. Development and evaluation of a range of alternatives for airport development are excluded.
5. Agency Coordination for environmental resource categories will be required (SHPO, NYSDEC, USACE,
USFWS, and/or Tribal nations)
6. Noise analysis is not needed for this Project
7. A Section 4(f) Evaluation will not be required
8. Groundwater Quality Assessments and Consistency reviews for floodplains is not required.
9. Consultation/coordination with the USDA NRCS and preparation of form AD-1006 will not be required
10. A construction emission estimate is required.
11. A Traffic Study will not be required as part of this Project.
12. Archeological/cultural resource surveys will not be required for this Project. If consultation with SHPO
results in a. request ,for archeological investigations, then the Client may enter into a supplemental
agreement authorizing C&S to perform the necessary additional services.
13. A Phase 1/II Environmental Site Assessment, soil sampling, and/or hazardous materials assessments will
not be required.
14. A Wetlands and Waterway Screening will be required.Wetland delineation,permitting,and final mitigation
plans are not included in this scope. If it is determined that wetlands delineation, permitting, and final
mitigation plans are necessary,then the Client may enter into a supplemental agreement authorizing C&S
to perform the necessary additional services.
15. No public meetings, hearings, or presentations will be 'required.
16. No presence/absence surveys for T&E species will be required. If it is determined that federal or state
T&E species surveys or a biological assessment are required,then the Client may enter into a supplemental
agreement authorizing C&S to perform the necessary additional services.
17. C&S's fee associated with this Scope of Services was developed based upon an assumption that
preparation of an Environmental Assessment(EA) or a Federal-level Environmental Impact Statement(EIS)
will not be necessary for the Project. If an EA is determined to be necessary,then the Client may enter into
a supplemental agreement authorizing C&S to perform the necessary additional services.
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18. State Environmental Quality Review (SEQR) is not included as part of this scope of services.
If is determined that additional information and/or analysis is required by the FAA beyond that contained in this
scope of work,then the Client may enter into a supplemental agreement authorizing C&S to perform the necessary
additional services.
SCHEDULE OF SERVICES:
Service shall be provided starting on the date this Letter of Authorization is signed by the Town and shall be
completed within 60 days of receipt of Notice to Proceed, unless an extension of time is otherwise approved.
PAYMENT FOR SERVICES:
The estimated cost for providing the services described in this proposal is$24,750 as outlined in attached Schedule
„g„
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SCHEDULE"C"
C&S ENGINEERS,INC
2020 AGREED OVERHEAD
SALARY OVERHEAD(PAYROLL BURDEN) ALLOWABLE COST %OF DIRECT
LABOR
Vacation&1-Miday $3,581,372 15%
Sick S Personal' $605,901 r/.
FICA Taxes S3,364,537 140%
U.E-Taxes S170,080 1
WC Insurance $139,960 1
Group Insurance S2,944,132 120/.
Bonus 54,633,533 1901.
Employee befits 51,074,848 50/0
Payroll Pr ration Me
TOTAL SALARY OVERHEAD $16,534,363 69%
GENERAL&ADWN1STRATiVE OVERHEAD
Indirect Labor $5,.223,103 22%
Clerical&Administrative $3,535,407 15o/.
Project Development $4,362.489 1�f•
Training&Recruitment $,Mj082
Office SuppOes&Equipment Leases $4,168,592 17%
Travel&Auto Expenses $433,158 2%
Business Taxes $7420 V/0
Insurance $813,318 30%
Depreciation $825,W 3%
Pent,Janitorial,&Matnbenance $2,638,542 1I%
Utilities $155,360 1%
Telephone $720,529 3%
Dues&Fees $205,988 1%
Workshops,Serninars,&Education MA
Legal&Accounting $363,109 2%
TOTAL GENERAL&ADMINISTRATWE $23,949,958 100%
TOTAL OVERHEAD $40,484,321 170%
TOTAL DIRECT LABOR $23,836,604
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SCHEDULE E
(RESOLUTION TO BE INSERTED)
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SCHEDULE G
CERTIFICATION OF CONSULTANT
I hereby certify that I am a Manager of the Eastern Region Aviation Department and a duly authorized
representative of the firm of C&S Engineers, Inc., whose address is 499 Col. Eileen Collins Blvd., Syracuse,
NY, and that neither I nor the above firm I here represent has:
A. employed or retained for a commission, percentage, brokerage, contingent fee, or other
consideration, any firm or person (other than a bona fide employee working solely for me or the
above CONSULTANT) to solicit or secure this Contract.
B. agreed, as an express or implied condition for obtaining this Contract, to employ or retain the
services of any firm or person in connection with carrying out the Contract, or
C. paid or agreed to pay to any firm,organization,or person(otherthan 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 Federal Aviation Administration of the United
States Department of Transportation, in connection with this Contract, involving participation of Airport
Improvement Program (AIP) funds, and is subject to applicable state and Federal laws, both criminal and
civil.
4/22/2025
Date Pa ick . Hlud nski, P.E.
Department Manager
END OF SCHEDULE
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SCHEDULE H
AIRPORT AID PROGRAM
A/E SERVICES REQUIRED FEDERAL CONTRACT PROVISIONS
For purposes of this schedule the term"Consultant"or"Consultant"shall refer to"Consultant"as that term is defined in
the Agreement to which this schedule is attach:ed.
ACCESS TO RECORDS AND REPORTS
The Consultant must maintain an acceptable cost accounting system. The Consultant agrees to provide the Sponsor, the Federal
Aviation Administration and the Comptroller General of the United States or any of their duly authorized representatives access to any
books,documents,papers and records of the Consultant which are directly pertinent to the specific contract for the purpose of making
audit,examination,excerpts and transcriptions.The Consultant agrees to maintain all books, records and reports required under this
contract for a period of not less than three years after final payment is made and all pending matters are closed.
BREACH OF CONTRACT TERMS
Any violation or breach of terms of this contract on the part of the Consultant or its sub-consultants may result in the suspension or
termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement.
Sponsor will provide Consultant written notice that describes the nature of the breach and corrective actions the Consultant must
undertake in order to avoid termination of the contract.Sponsor reserves the right to withhold payments to Consultant until such time
the Consultant corrects the breach or the Sponsor elects to terminate the contract.The Sponsor's notice will identify a specific date by
which the Consultant must correct the breach.Sponsor may proceed with termination of the contract if the Consultant fails to correct
the breach by the deadline indicated in the Sponsor's notice.
The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder are in addition to,
and not a limitation of,any duties,obligations,rights and remedies otherwise imposed or available by law.
GENERAL CIVIL RIGHTS PROVISIONS
In all its activities within the scope of its airport program, the Consultant agrees to comply with pertinent statutes,Executive Orders,
and such rules as identified in Title A List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall,on the
grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender
identity),age,or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance.
This provision is in addition to that required by Title A of the Civil Rights Act of 1964.
CIVIL RIGHTS—TITLE VI ASSURANCES.
Title VI Solicitation Notice:
The Sponsor,in accordance with the provisions of Title VI of the Civil Rights Act of 1964(78 Stat.252,42 USC§§2OOOd to 2OOOd-4)
and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that for any contract entered into pursuant
to this advertisement,disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this
invitation and no businesses will be discriminated against on the grounds of race, color, national origin (including limited English
proficiency),creed,sex(including sexual orientation and gender identity),age,or disability in consideration for an award.
Title VI List of Pertinent Nondiscrimination Acts and Authorities
During the performance of this contract,the Consultant,for itself,its assignees,and successors in interest(hereinafter referred to as
the"Consultant")agrees to comply with the following non-discrimination statutes and authorities;including but not limited to:
Title VI of the Civil Rights Act of 1964(42 USC§ 2OOOd et seq.,78 stat.2S2) (prohibits discrimination on the basis of race,
color,national origin);
49 CFR part 21 (Non-discrimination in Federally-Assisted programs of the Department of Transportation—Effectuation of
Title VI of the Civil Rights Act of 1964);
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The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair
treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and
projects);
Section 504 of the Rehabilitation Act of 1973 (29 USC§794 et sec.),as amended(prohibits discrimination on the basis of
disability); and 49 CFR part 27 (Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal
Financial Assistance);
• The Age Discrimination Act of 1975,as amended(42 USC§6101 et seq.)(prohibits discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982(49 USC§47123),as amended(prohibits discrimination based on race,creed,
color,national origin,or sex);
• The Civil Rights Restoration Act of 1987(PL 100-2S9)(broadened the scope,coverage and applicability of Title VI of the Civil
Rights Act of 1964,the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the
definition of the terms"programs or activities"to include all of the programs or activities of the Federal-aid recipients,sub-
recipients and Consultants,whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act of 1990(42 USC§ 12101,et seq)(prohibit discrimination on the basis
of disability in the operation of public entities, public and private transportation systems, places of public accommodation,
and certain testing entities)as implemented by U.S.Department of Transportation regulations at 49 CFR parts 37,and 38;
• The Federal Aviation Administration's Nondiscrimination statute(49 USC§47123)(prohibits discrimination on the basis of
race,color,national origin,and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income
Populations(ensures nondiscrimination against minority populations by discouraging programs,policies,and activities with
disproportionately high and adverse human health or environmental effects on minority and low-income populations);
• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency
guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure
compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your
programs[70 Fed.Reg.74087(2005)];
Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in
education programs or activities(20 USC§1681,et seq).
Compliance with Nondiscrimination Requirements
During the performance of this contract,the Consultant,for itself, its assignees,and successors in interest(hereinafter referred to as
the"Consultant"),agrees as follows:
1. Compliance with Regulations: The Consultant (hereinafter includes consultants) will comply with the Title VI List of
Pertinent Nondiscrimination Acts and Authorities,as they may be amended from time to time,which are herein incorporated
by reference and made a part of this contract.
2. Nondiscrimination:The Consultant,with regard to the work performed by it during the contract,will not discriminate on
the grounds of race,color,national origin(including limited English proficiency),creed,sex(including sexual orientation and
gender identity),age, or disability in the selection and retention of sub-consultants, including procurements of materials
and leases of equipment.The Consultant will not participate directly or indirectly in the discrimination prohibited by the
Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity,project, or
program set forth in Appendix B of 49 CFR part 21.
3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by
competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including
procurements of materials, or leases of equipment, each potential sub-consultant or supplier will be notified by the
Consultant of the Consultant's obligations under this contract and the Nondiscrimination Acts and Authorities on the
grounds of race,color,or national origin.
4. Information and Reports:The Consultant will provide all information and reports required by the Acts, the Regulations,
and directives issued pursuant thereto,and will permit access to its books,records, accounts,other sources of information,
and its facilities as may be determined by the Sponsor or the Federal Aviation Administration to be pertinent to ascertain
compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a
Consultant is in the exclusive possession of another who fails or refuses to furnish the information,the Consultant will so
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certify to the Sponsor or,the Federal Aviation Administration,as appropriate, and will set forth what efforts it has made to
obtain the information.
S. Sanctions for Noncompliance:In the event of a Consultant's noncompliance with the non-discrimination provisions of this
contract,the Sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be
appropriate,including,but not limited to:
a. Withholding payments to the Consultant under the contract until the Consultant complies;and/or
b. Cancelling,terminating,or suspending a contract,in whole or in part.
6. Incorporation of Provisions:The Consultant will include the provisions of paragraphs one through six in every subcontract,
including procurements of materials and leases of equipment, unless exempt by the Acts,the Regulations, and directives
issued pursuant thereto.The Consultant will take action with respect to any subcontract or procurement as the Sponsor or
the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for
noncompliance. Provided,that if the Consultant becomes involved in,or is threatened with litigation by a sub-consultant,
or supplier because of such direction, the Consultant may request the Sponsor to enter into any litigation to protect the
interests of the Sponsor.In addition,the Consultant may request the United States to enter into the litigation to protect the
interests of the United States.
CLEAN AIR AND WATER POLLUTION CONTROL
Consultant agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act(42 USC §§
7401-7671q) and the Federal Water Pollution Control Act as amended (33 USC §§ 1251-1387).The Consultant agrees to report any
violation to the Sponsor immediately upon discovery.The Sponsor assumes responsibility for notifying the Environmental Protection
Agency(EPA)and the Federal Aviation Administration.
Consultant must include this requirement in all subcontracts that exceed$150,000.
CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS
1.Overtime Requirements.
No Consultant or sub-consultant contracting for any part of the contract work which may require or involve the employment of
laborers or mechanics shall require or permit any such laborer or mechanic,including watchmen and guards,in any workweek in which
he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives
.compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
2.Violation;Liability for Unpaid Wages;Liquidated Damages.
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In the event of any violation of the clause set forth in paragraph(1)of this clause,the Consultant and any sub-consultant responsible
therefor shall be liable for the unpaid wages. In addition,such Consultant and sub-consultant shall be liable to the United States(in
the case of work done under contract for the District of Columbia or a territory,to such District or to such territory),for liquidated
damages.Such liquidated damages shall be computed with respect to each individual laborer or mechanic,including watchmen and
guards,employed in violation of the clause set forth in paragraph(1)of this clause,in the sum of$29 for each calendar day on which
such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime
wages required by the clause set forth in paragraph(1)of this clause.
3.Withholding for Unpaid Wages and Liquidated Damages.
TheFederal Aviation Administration (FAA) or the Sponsor shall upon its own action or upon written request of an authorized
representative of the Department of Labor withhold or cause to be withheld,from any moneys payable on account of work performed
by the Consultant or sub-consultant under any such contract or any other Federal contract with the same prime Consultant,or any
other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime
Consultant,such sums as may be determined to be necessary to satisfy any liabilities of such Consultant or sub-consultant for unpaid
wages and liquidated damages as provided in the clause set forth in paragraph(2)of this clause..
4.Sub-consultants.
The Consultant or sub-consultant shall insert in any subcontracts the clauses set forth in paragraphs(1)through(4)and also a clause
requiring the sub-consultant to include these clauses in any lower tier subcontracts.The prime Consultant shall be responsible for
compliance by any sub-consultant or lower tier sub-consultant with the clauses set forth in paragraphs(1)through(4)of this clause
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CERTIFICATION OF OFFERER/BIDDER REGARDING DEBARMENT
By submitting a bid/proposal under this solicitation,the Consultant certifies that neither it nor its principals are presently debarred or
suspended by any Federal department or agency from participation in this transaction.
CERTIFICATION OF LOWER TIER CONSULTANTS REGARDING DEBARMENT
The Consultant,by administering each lower tier subcontract that exceeds$25,000 as a"covered transaction",must confirm each lower
tier participant of a "covered transaction"under the project is not presently debarred or.otherwise disqualified from participation in
this federally-assisted project.The Consultant will accomplish this by:
1. Checking the System for Award Management at website:http://www.sam.gov.
2. Collecting a certification statement similar to the Certification of Offeror/Bidder Regarding Debarment,above.
3. Inserting a clause or condition in the covered transaction with the lower tier contract.
If the Federal Aviation Administration later determines that a lower tier participant failed to disclose to a higher tier participant that it
was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedies, including
suspension and debarment of the non-compliant participant.
DISADVANTAGED BUSINESS ENTERPRISES
Contract Assurance(49 CFR§26.13) -The Consultant, subrecipient or sub-consultant shall not discriminate on the basis of race,
color,national origin,or sex in the performance of this contract.The Consultant shall carry out applicable requirements of 49 CFR part
26 in the award and administration of DOT-assisted contracts.Failure by the Consultant to carry out these requirements is a material
breach of this contract,which may result in the termination of this contract or such other remedy as the recipient deems appropriate,
which may include,but is not limited to:
1)Withholding monthly progress payments;
2)Assessing sanctions;
3)Liquidated damages;and/or
4)Disqualifying the Consultant from future bidding as non-responsible.
Prompt Payment (49 CFR §.26.29) — The prime Consultant agrees to pay each sub-consultant under this prime contract for
satisfactory performance of its contract no later than seven (7)days from the receipt of each payment the prime Consultant receives
from Sponsor.The prime Consultant agrees further to returh retainage payments to each sub-consultant within seven (7) days after
the sub-consultant's work is satisfactorily completed.Any delay or postponement of payment from the above referenced time frame
may occur only for good cause following written approval of the[Name of Recipient].This clause applies to both DBE and non-DBE
sub-consultants.
Termination of DBE Subcontracts (49 CFR§26.53(f))—The prime.Consultant must not terminate a DBE sub-consultant explicitly
listed in this agreement(or an approved substitute DBE firm)without prior written consent of the Sponsor.This includes, but is not
limited to,instances in which the prime Consultant seeks to perform work originally designated for a DBE sub-consultant with its own
forces or those of an affiliate,a non-DBE firm,or with another DBE firm.
The prime Consultant shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless
the Consultant obtains written consent of the Sponsor. Unless the Sponsor consent is provided, She prime Consultant shall not be
entitled to any payment for work or material unless it is performed or supplied by the listed DBE.
The Sponsor may provide such written consent only if the Sponsor agrees,for reasons stated in the concurrence document,that the
prime Consultant has good cause to terminate the DBE firm. For purposes of this paragraph,good cause includes the circumstances
listed in 49 CFR§26.53.
Before transmitting to the Sponsor its request to terminate and/or substitute a DBE sub-consultant,the prime Consultant must give
notice in writing to the DBE sub-consultant,with a copy to the Sponsor,of its intent to request to terminate and/or substitute,and the
reason for the request.
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The prime Consultant'must give the DBE five days to respond to the prime Consultant's notice and advise the Sponsor and the
Consultant of the reasons, if any, why it objects to the proposed termination of its subcontract and why the Sponsor should not
approve the prime Consultant's action. If required in a particular case as a matter of public necessity(e.g.,safety),the Sponsor may
provide a response period shorter than five days.
In addition to post-award terminations,the provisions of this section apply to preaward deletions of or substitutions for DBE firms put
forward by offerors in negotiated procurements.
TEXTING WHEN DRIVING
In accordance with Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving", (10/1/2009) and DOT
Order 3902.10, "Text Messaging While Driving", (12/30/2009), the Federal Aviation Administration encourages recipients of Federal
grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers,including policies to ban text messaging
while driving when performing work related to a grant or subgrant.
In support of this initiative, the Sponsor encourages the Consultant to promote policies and initiatives for its employees and other
work personnel that decrease crashes by distracted drivers, including policies that ban text messaging while driving motor vehicles
while performing work activities associated with the project.The Consultant must include the substance of this clause in all sub-tier
contracts exceeding$10,000 that involve driving a motor vehicle in performance of work activities associated with the project.
PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR
EQUIPMENT
Consultant and Sub-consultant agree to comply with mandatory standards and policies relating to use and procurement of certain
telecommunications and video surveillance services or equipment in compliance with the National Defense Authorization Act[Public
Law 115-232§889(f)(1)].
EQUAL OPPORTUNITY CLAUSE
During the performance of this contract,the Consultant agrees as follows:
(1)The Consultant will not discriminate against any employee or applicant for employment because of race,color,religion,sex,sexual
orientation,gender identity,or national origin.The Consultant will take affirmative action to ensure that applicants are employed,and
that employees are treated during employment,without regard to their race,color, religion,sex,sexual orientation,gender identify,
or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer,
recruitment or recruitment advertising;layoff,or termination;rates of pay or other forms of compensation;and selection for training,
including apprenticeship.The Consultant agrees to post in conspicuous places,available to employees and applicants for employment,
notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all
qualified applicants will receive consideration for employment without regard to race,color, religion, sex,sexual orientation,gender
identity,or national origin.
(3)The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because
such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another
employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation
information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such
other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in
response to a formal complaint or charge,in furtherance of an investigation,proceeding,hearing,or action,including an investigation
conducted by the employer,or is consistent with the Consultant's legal duty to furnish information.
(4)The Consultant will send to each labor union or representative of workers with which it has a collective bargaining agreement or
other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers'
representative of the Consultant's commitments under this section 202 of Executive Order 11246 of September 24, 1965, and shall
post copies of the notice in conspicuous places available to employees and applicants for employment.
(5)The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965,and of the rules,regulations,and
relevant orders of the Secretary of Labor.
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(6)The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965,and by the rules,
regulations,and orders of the Secretary of Labor,or pursuant thereto,and will permit access to his books, records, and accounts by
the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations,
and orders.
(7) In the event of the Consultant's noncompliance with the nondiscrimination clauses of this contract or with any such rules,
regulations,or orders,this contract may be canceled,terminated,or suspended in whole or in part and the Consultant may be declared
ineligible for further Government contracts in
accordance with procedures authorized in Executive Order 11246 of September 24, 1965,and such other sanctions may be imposed
and remedies invoked as provided in Executive Order 11246 of September 24, 1965,or by rule,regulation,or order of the Secretary of
Labor,or as otherwise provided by law.
(8)The Consultant will include the provisions of paragraphs(1)through(8)in every subcontract or purchase order unless exempted
by rules, regulations,or orders of the.Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24,
196S,so that such provisions will be binding upon each sub-consultant or vendor.The Consultant will take such action with respect
to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions,including
sanctions for noncompliance:Provided,however,that in the event the Consultant becomes involved in,or is threatened with,litigation
with a sub-consultant or Vendor as a result of such direction,the Consultant may request the United States to enter into,such litigation
to protect the interests of the United States.
FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE)
All contracts and subcontracts that result from this solicitation incorporate-by reference the provisions of 29 CFR part 201,et seq,the
Federal Fair Labor Standards Act(FLSA),with the same force and effect as if given in full text.The FLSA sets minimum wage,overtime
pay,recordkeeping,'and child labor standards for full and part-time workers.
The Consultant has full responsibility to monitor compliance to the referenced statute or regulation.The Consultant must address any
claims or disputes that-arise from this requirement directly with the U.S.Department of Labor—Wage and Hour Division.
CERTIFICATION REGARDING LOBBYING
The Bidder or Offeror certifies by signing and submitting this bid or proposal,to the best of his or her knowledge and belief,that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Bidder or Offeror,to any person for
influencing or attempting to influence an officer or employee of an agency,a Member of Congress,an officer or employee
of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making
of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement, and the extension,
continuation,renewal,amendment,or modification of any Federal contract,grant,loan,or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting
to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
undersigned'shall complete and submit Standard Form-LLL,"Disclosure Form to Report Lobbying,"in accordance with its
instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for all sub-awards
at all tiers(including subcontracts,subgrants,and contracts under grants, loans,and cooperative agreements)and that all
sub-recipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.
Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 13S2, title 31, U.S.
Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more
than$100,000 for each such failure
OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970
All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the
same force and effect as if given in full text.The employer must provide a,work environment that is free from'recognized hazards that
may cause death or serious physical harm to the employee.The employer retains full responsibility to monitor its compliance and their
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sub-consultant's compliance with the applicable requirements of the Occupational Safety and Health Act of 1970(29 CFR Part 1910).
The employer must address any claims or disputes that pertain to a referenced requirement directly with the U.S.Department of Labor
—Occupational Safety and Health Administration.
RIGHTS TO INVENTIONS
Contracts or agreements that include the performance of experimental,developmental,or research work must provide for the rights
of the Federal Government and the Sponsor in any resulting invention as established by 37 CFR part 401, Rights to Inventions Made
by Non-profit Organizations and Small Business Firms under Government Grants, Contracts, and Cooperative Agreements. This
contract incorporates by reference the patent and inventions rights as specified within 37 CFR§401.14.Consultant must include this
requirement in all sub-tier contracts involving experimental,developmental,or research work.
CERTIFICATION OF OFFERER/BIDDER REGARDING TAX DELINQUENCY AND FELONY
CONVICTIONS
The applicant represents that it is()is not(✓)a corporation that has any unpaid Federal tax liability that has been assessed,for
which all judicial and administrative remedies have been exhausted or ha%,e lapsed,and that is not being paid in a timely manner
pursuant to an agreement with the authority responsible for collecting the tax liability.
The applicant represents that it is()is not(✓)is not a corporation that was convicted of a criminal violation under any Federal
law within the preceding 24 months.
TERMINATION OF CONTRACT
Termination'forConvenience-The Sponsor may,by written notice to the Consultant,terminate this Agreement for its convenience
and without cause or default on the part'of Consultant.Upon receipt of the notice of termination, except as explicitly'directed by
the Sponsor,the Consultant must immediately discontinue all services affected.
Upon termination of the Agreement,the Consultant must deliver to the Sponsor all data,surveys, models,drawings,specifications,
reports,maps,photographs,estimates,summaries,and other documents and materials prepared by the Engineer under this contract,
whether complete or partially complete.
Sponsor agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date
the Consultant receives the termination notice.Compensation will not include anticipated profit on non-performed services.
Sponsor further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the
termination action under this clause.
Termination for Default- Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that
are essential to the completion of the work per the terms and conditions of the Agreement.The party,initiating the termination
action must allow the breaching party an opportunity to dispute or cure the breach.
The terminating party must provide the breaching party[71 days advance written notice of its intent to terminate the Agreement.
The notice must specify the nature and extent of the breach,'the conditions necessary to cure the breach,and the effective date of
the termination action.The rights and remedies in this clause are in addition to any other rights and remedies provided by law or
under this agreement.
a) Termination by Sponsor:The Sponsor may terminate this Agreement in whole or in part,for the failure of the
Consultant to:
1. Perform the services within the time specified in this contract or"by Sponsor approved extension;
2. Make adequate progress so as to endanger satisfactory performance of the Project;
3. Fulfill the obligations of the Agreement that are essential to the completion of the Project.
Upon receipt of the notice of termination, the Consultant must immediately discontinue all services affected unless the
notice directs otherwise. Upon termination of the Agreement,the Consultant must deliver to the Sponsor all data,surveys,
models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials
prepared by the Engineer under this contract,whether complete or partially complete.
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Sponsor agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the
date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed
services.
Sponsor further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of
the termination action under this clause.
If,after finalization of the termination action,the Sponsor determines the Consultant was not in default of the Agreement,
the rights and obligations of the parties shall be the same as if the Sponsor issued the termination for the convenience of
the Sponsor.
b) Termination by Consultant:The Consultant may terminate this Agreement in whole or in part,if the Sponsor:
1. Defaults on its obligations under this Agreement;
2. Fails to make payment to the Consultant in accordance with the terms of this Agreement;
3. Suspends the Project for more than[180]days due to reasons beyond the control of the Consultant.
Upon receipt of a notice of termination from the Consultant,Sponsor agrees to cooperate with Consultant for the purpose
of terminating the agreement or portion thereof, by mutual consent. If Sponsor and Consultant cannot reach mutual
agreement on the termination settlement,the Consultant may,without prejudice to any rights and remedies it may have,
proceed with terminating all or parts of this Agreement based upon the Sponsor's breach of the contract.
In the event of termination due to Sponsor breach,the Engineer is entitled to invoice Sponsor and to receive full payment
for all services performed or furnished in accordance with this Agreement and all justified reimbursable expenses incurred
by the Consultant through the effective date of termination action.Sponsor agrees to hold Consultant harmless for errors
or omissions in documents that are incomplete as a result of the termination action under this clause.
TRADE RESTRICTION CERTIFICATION
By submission of an offer,the Offeror_certifies that with respect to this solicitation and any resultant contract,the Offeror-
1)is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against
U.S.firms as published by the Office of the United States Trade Representative(USTR);
2)has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a
foreign country included on the list of countries that discriminate against U.S.firms as published by the USTR;and
3)has not entered into any subcontract for any product to be used on the Federal project that is produced in a foreign country
included on the list of countries that discriminate against U.S.firms published by the USTR.
This certification concerns a matter within the jurisdiction of an agency of the United States of'America and the making of a false,
fictitious,or fraudulent certification may render the maker subject to prosecution under Title 18 USC§1001.
The Offeror/Consultant must provide immediate written notice to the Sponsor if the Offeror/Consultant learns that its certification or
that of a sub-consultant was erroneous when submitted or has become erroneous by reason of changed circumstances.The Consultant
must require sub-consultants provide immediate written notice to the Consultant if at any time it learns that its certification was
erroneous by reason of changed circumstances.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR§30.17,no contract shall
be awarded to an Offeror or sub-consultant:
1)who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries that
discriminate against U.S.firms published by the USTR;or
2)whose sub-consultants are owned or controlled by one or more citizens or nationals of a foreign country on such USTR list;or
3)who incorporates in the public works project any product of a foreign country on such USTR list.
Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good
faith,the certification required by this provision.The knowledge and information of a Consultant is not required to exceed that which
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is normally possessed by a prudent person in the ordinary course of business dealings.
The Offeror agrees that,if awarded a contract resulting from this solicitation,it will incorporate this provision for certification without
modification in all lower tier subcontracts.The Consultant may rely on the certification of a prospective sub-consultant that it is not a
firm from a foreign country included on the list of countries that discriminate against U.S. firms as published by USTR, unless the
Offeror has knowledge that the certification is erroneous.
This certification is a material representation of fact upon which reliance was placed when making an award.If it is later determined
that the Consultant or sub-consultant knowingly rendered an erroneous certification,the Federal Aviation Administration(FAA)may
direct through the Sponsor cancellation of the contract or subcontract for default at no cost to the Sponsor or the FAA.
VETERAN'S PREFERENCE
In the employment of labor(excluding executive,administrative,and supervisory positions),the Consultant and all sub-tier Consultants
must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered veterans include
Vietnam-era veterans,Persian Gulf veterans,Afghanistan-Iraq warveterans,disabled veterans,and small business concerns(as defined
by 15 USC§632) owned and controlled by disabled veterans.This preference only applies when there are covered veterans readily
available and qualified to perform the work to which the employment relates.
END OF SCHEDULE
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SCHEDULE I
NEW YORK STATE DEPARTMENT OF.TRANSPORTATION REQUIREMENTS
A. Standard Clauses For All New York State Contracts(Appendix A).
The parties to the attached contract, license, lease,amendment or other agreement of any kind (hereinafter,"the contract"or"this
contract") agree to be bound,by the following clauses which are hereby made a part of the contract(the word "Contractor" herein
refers to any party other than the State,whether a contractor,licenser,licensee,lessor,lessee or any other party):
1.EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law,the State shall have no liability under this contract
to the Contractor or to anyone else beyond funds appropriated and available for this contract.
2.NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance Law,this contract may not be assigned by the
Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the State's
previous written consent,and attempts to do so are null and void. Notwithstanding the foregoing,such prior written consent of an
assignment of a contract let pursuant to Article XI of the State Finance Law may be waived at the discretion of the contracting agency
and with the concurrence of the State Comptroller where the original contract was subject to the State Comptrollers approval,where
the assignment is due to a reorganization,merger or consolidation of the Contractor's business entity or enterprise.The State retains
its right to approve an assignment and to require that any Contractor demonstrate its responsibility to do business with the State. The
Contractor may,however, assign its right to receive payments without the State's prior written consent unless this contract concerns
Certificates of Participation pursuant to Article 5-A of the State Finance Law.
3. COMPTROLLER'S APPROVAL. In accordance with Section 112 of the State Finance Law (or, if this contract is with the State
University or City University of New York,Section 355 or Section 6218 of the Education Law), if this contract exceeds$50,000(or the
minimum thresholds agreed to by the Office of the State Comptroller 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 when the value or reasonably estimated value of such consideration exceeds$25,000,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. Comptroller's
approval of contracts let by the Office of General Services is required when such contracts exceed$85,000(State Finance Law§163.6-
a). H,owever, such pre-approval shall not be required for any contract established as a centralized contract through the Office of
General Services or for a purchase order or other transaction issued under such centralized contract.
4.WORKERS'COMPENSATION BENEFITS.In accordance with Section 142 of the State Finance Law,this contract shall be void and
of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such
employees as are required to be covered by the provisions of the Workers'Compensation Law.
S.NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the Executive Law(also known as the Human
Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor will not
discriminate against any employee or applicant for employment,nor subject any individual to harassment,because of age,race,creed,
color, national origin, sexual orientation, gender identity or expression, military status, sex, disability, predisposing genetic
characteristics,familial status, marital status,or domestic violence victim status or because the individual has opposed any practices
forbidden under the Human Rights Law or has filed a complaint,testified,or assisted in any proceeding under the Human Rights Law.
Furthermore,in accordance with Section 220-e of the Labor Law, if this is a contract for the construction, alteration or repair of any
public building or public work or for the manufacture,sale or distribution of materials,equipment or supplies,and to the extent that
this contract shall be performed within the State of New York,Contractor agrees that neither it nor its subcontractors shall,by reason
of race,creed,color,disability,sex,or national origin: (a)discriminate in hiring against any New York State citizen who is qualified and
available to perform the work; or(b)discriminate against or intimidate any employee hired for the performance of work under this
contract. If this is a building service contract as defined in Section 230 of the Labor Law,then,in accordance with Section 239 thereof,
Contractor agrees that neither it nor its subcontractors shall by reason of race,creed, color,national origin, age,sex or disability: (a)
discriminate in hiring against any New York State citizen who is qualified and available to perform the work;or(b)discriminate against
or intimidate any employee hired for the performance of work under this contract. Contractor is subject to fines of$50.00 per person
per day for any violation of Section 220-e or Section 239 as well as possible termination of this contract and forfeiture of all moneys
due hereunder for a second or subsequent violation.
6.WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the Labor Law or a building service
contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be required or
permitted to work more than the number of hours or days stated in said statutes,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. Additionally, effective April 28,
2008,if this is a public work contract covered by Article 8 of the Labor Law,the Contractor understands and agrees that the filing of
payrolls in a manner consistent with Subdivision 3-a of Section 220 of the Labor Law shall be a condition precedent to payment by
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the State of any State approved sums due and owing for work done upon the project. '
7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the State Finance Law, if this contract was
awarded based upon the submission of bids, Contractor affirms, under penalty of perjury,that its bid was arrived at independently
and without collusion aimed at restricting competition, Contractor further affirms 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.
8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Law and Section 139-h of the State
Finance Law,if this contract exceeds$5,000,the Contractor agrees,as a material condition of the contract,that neither the Contractor
nor any substantially owned or affiliated person,firm,partnership or corporation has participated,is participating,or shall participate
in an international boycott in violation of the federal Export Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or
regulations thereunder. If such Contractor,or any of the aforesaid affiliates of Contractor,is convicted or is otherwise found to have
violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate
agency of the United States subsequent to the contract's execution, such contract, amendment or modification thereto shall be
rendered forfeit and void. The Contractor shall so notify the State Comptroller within five (5) business days of such conviction,
determination or disposition of appeal(2 NYCRR 4 105.4).
9.SET-OFF RIGHTS. The State shall have all of its common law,equitable and statutory rights of set-off. These rights shall include,
but not be limited to,the State's option to withhold for the purposes of set-off any moneys due to the Contractor under this contract
up to any amounts due and owing to the State with regard to this contract,any other contract with any State department or agency,
including any contract for a term commencing prior to the term of this contract,plus any amounts due and owing to the State for any
other reason including,without limitation,tax delinquencies,fee delinquencies or monetary penalties relative thereto. Tke State shall
exercise its set-off rights in accordance with normal State practices including,in cases of set-off pursuant to an audit,the finalization
of such audit by the State agency,its representatives,or the State Comptroller.
10. RECORDS. The Contractor shall establish and maintain complete and accurate books, records,documents, accounts and other
evidence directly pertinent to performance under this contract(hereinafter,collectively,the"Records"). The Records must be kept for
the balance of the calendar year in which they were made and for six (6) additional years thereafter. The State Comptroller, the
Attorney General and any other person or entity authorized to conduct an examination,as well as the agency or agencies involved in
this contract, shall have access to the Records during normal business hours at an office of the Contractor within the State of New
York or,if no such office is available,at a mutually agreeable and reasonable venue within the State,for the term specified above for
the purposes of inspection,auditing and copying. The State shall take reasonable steps to protect from public disclosure any of the
Records which are exempt from disclosure under Section 87 of the Public Officers Law(the"Statute")provided that: (i)the Contractor
shall timely inform an appropriate State official, in writing, that said records should not be disclosed; and (ii) said records shall be
sufficiently identified;and(iii)designation of said records as exempt under the Statute is'reasonable. Nothing contained herein shall
diminish,or in any way adversely affect,the State's right to discovery in any pending or future litigation.
11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. (a) Identification Number(s). Every invoice or New York State
Claim for Payment submitted to a New York State agency by a payee,for payment for the sale of goods or services or for transactions
(e.g.,leases,easements,licenses,etc.)related to real or personal property must include the payee's identification number. The number
is any or all of the following:(i)the payee's Federal employer identification number, (ii)the payee's Federal social security number,
and/or(iii)the payee's Vendor Identification Number assigned by the Statewide Financial System. Failure to include such number or
numbers may delay payment.Where the payee does not have such number or numbers,the'payee,on its invoice or Claim for Payment,
must give the reason or reasons why the payee does not have such number or numbers.
(b)Privacy Notification. (1) The authority to request the above personal information from a seller of goods or services or a lessor of
real or personal property,and the authority to maintain such information,is found in Section 5 of the State Tax Law. Disclosure of this
information by the seller or lessor to the State is mandatory.The principal purpose for which the information is collected is to enable
the State to identify individuals, businesses and others who have been delinquent in filing tax returns or may have understated their
tax liabilities and to generally identify persons affected by the taxes administered by the Commissioner of Taxation and Finance. The
information will be used for tax administration purposes and for any other purpose authorized by law.(2)The personal information is
requested by the purchasing unit of the agency contracting to purchase the goods or services or lease the real or personal property
covered by this contract or lease.The information is maintained in the Statewide Financial System by the Vendor Management Unit
within the Bureau of State Expenditures,Office of the State Comptroller,110 State Street,Albany,New York 12236.
12.EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance with-Section 312 ofthe Executive Law
and 5,NYCRR Part 143,if this contract is: (i)a written agreement or purchase order instrument, providing for a total expenditure in
excess of$25,000.00,whereby a contracting agency is committed to expend or does expend funds in return for labor,services,supplies,
equipment,materials or any combination of the foregoing,to be performed for,or rendered or furnished to the contracting agency;
or(ii)a written agreement in excess of$100,000.00 whereby a contracting agency is committed to expend or does expend funds for
the acquisition,construction,demolition,replacement,major repair or renovation of real property and improvements thereon;or(iii)
a written agreement in excess of$100,000.00 whereby the owner of a State assisted housing project is committed to expend or does
expend funds for the acquisition,construction,demolition,replacement,major repair or renovation of real property and improvements
thereon for such project, then the following shall apply and by signing this agreement the Contractor certifies and affirms that it is
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Contractor's equal employment opportunity policy that:
(a) The Contractor will not discriminate against employees or applicants for employment because of race,creed,color,national origin,
sex,age,disability or marital status,shall make and document its conscientious and active efforts to employ and utilize minority group
members and women in its work force on State contracts and will undertake or continue existing programs of affirmative action to
ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative
action shall mean recruitment, employment,job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and
rates of pay or other forms of compensation;
(b) at the request of the contracting agency, the Contractor shall request each employment agency, labor union, or authorized
representative of workers with which it has a collective bargaining or other agreement or understanding,to furnish a written statement
that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin,
sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the
Contractor's obligations herein;and
(c) the Contractor shall state,in all solicitations or advertisements for employees,that,in the performance of the State contract, all
qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national
origin,sex,age,disability or marital status.
Contractor will include the provisions of"a,""b,"and"c"above,in every subcontract over$25,000.00 for the construction,demolition,
replacement,major repair,renovation, planning or design of real property and improvements thereon(the"Work")except where the
Work is for the beneficial use of the Contractor. Section 312 does not apply to: (i)work,goods or services unrelated to this contract;
or(ii)employment outside New York State. 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 clause. The contracting agency
shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law
and if such duplication or conflict exists, the contracting agency shall waive the applicability of Section 312 to the extent of such
duplication or conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the Department of
Economic Development's Division of Minority and Women's Business Development pertaining hereto.
13.CONFLICTING TERMS. In the event of a conflict between the terms of the contract(including any and all attachments thereto
and amendments thereof)and the terms of this Appendix A,the terms of this Appendix A shall control.
14.GOVERNING LAW. This contract shall be governed by the laws of the State of New York except where the Federal supremacy
clause requires otherwise.
15.LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by Article
11-A of the State Finance Law to the extent required by law.
16. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to
binding arbitration(except where statutorily authorized),but must,instead,be heard in a court of competent jurisdiction of the State
of New York.
17.SERVICE OF PROCESS. In addition to the methods of service allowed by the State Civil Practice Law&Rules("CPLR"),Contractor
hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be
complete upon Contractor's actual receipt of process or upon the State's receipt of the return thereof by the United States Postal
Service as refused or undeliverable. Contractor must promptly notify the State, in writing, of each and every change of address to
which service of process can be made. Service by the State to the last known address shall be sufficient. Contractor will have thirty
(30)calendar days after service hereunder is complete in which to respond.
18.PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS.The Contractor certifies and warrants that all wood products to be
used under this contract award will be in accordance with, but not limited to,the specifications and provisions of Section 16S of the
State Finance Law,(Use of Tropical Hardwoods)which prohibits purchase and use of tropical hardwoods,unless specifically exempted,
by the State or any governmental agency or political subdivision or public benefit corporation.Qualification for an exemption under
this law will be the responsibility of the contractor to establish to meet with the approval of the State.
In addition,when any portion of this contract involving the use of woods,whether supply or installation,is to be performed by any
subcontractor,the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed
and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in 4 165 State Finance Law.
Any such use must meet with the approval of the State; otherwise, the bid may not be considered responsive. Under bidder
certifications,proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of.the State.
19.MACBRIDE FAIR EMPLOYMENT PRINCIPLES. In accordance with the MacBride Fair Employment Principles(Chapter 807 of the
Laws of 1992),the Contractor hereby stipulates that the Contractor either(a) has no business operations in Northern Ireland,or(b)
shall take lawful steps in good faith to conduct any business operations in Northern Ireland in accordance with the MacBride Fair
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Employment Principles(as described in Section 165 of the New York State Finance Law),and shall permit independent monitoring of
compliance with such principles.
20. OMNIBUS PROCUREMENT ACT OF 1992. It is the policy of New York State to maximize opportunities for the participation of
New York State,business enterprises, including minority- and women-owned business enterprises as bidders, subcontractors and
suppliers on its procurement contracts.
Information on the availability of New York State subcontractors and suppliers is available from:
NYS Department of Economic Development
Division for Small Business
Albany,New York 12245
Telephone: 518-292-5100
Fax: 518-292-5884
email:or)a(@esd.ny.gov
A directory of certified minority-and women-owned business enterprises is available from:
NYS Department of Economic Development
Division of Minority and Women's Business Development
633 Third Avenue
New York,NY 10017
212-803-2414
email:mwbecertificationC@esc1.ny.gov
https-//ny new nycontracts.com/FrontEnd/VendorSearchPublic.asr)
The Omnibus Procurement Act of 1992(Chapter 844 of the Laws of 1992,codified in State Finance Law§ 139-i and Public Authorities
Law§2879(3)(n)—(p))requires that by signing this bid proposal or contract,as applicable, Contractors certify that whenever the total
bid amount is greater than$1 million:
(a) The Contractor has made reasonable efforts to encourage the participation of New York State Business Enterprises as suppliers
and subcontractors, including certified minority- and women-owned business enterprises, on this project, and has retained the
documentation of these efforts to be provided upon request to the State;
(b)The Contractor has complied with the Federal Equal Opportunity Act of 1972(P.L.92-261),as amended;
(c)The Contractor agrees to make reasonable efforts to provide notification to New York State residents of employment opportunities
on this project through listing any such positions with the Job Service Division of the New York State Department of Labor,or providing
such notification in such manner as is consistent with existing collective bargaining contracts or agreements. The Contractor agrees
to document these efforts and to provide said documentation to the State upon request;and
(d)The Contractor acknowledges notice that the State may seek to obtain offset credits from foreign countries as a result of this
contract and agrees to cooperate with the State in these efforts.
21.RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are hereby notified that if their principal place of business is located in
a country,nation,province,state or political subdivision that penalizes New York State vendors,and if the goods or services they offer
will be substantially produced or performed outside New York State, the Omnibus Procurement Act 1994 and 2000 amendments
(Chapter 684 and Chapter 383,respectively,codified in State Finance Law§ 165(6)and Public Authorities Law§2879(S)))require that
they be denied contracts which they would otherwise obtain. NOTE: As of October 2019,the list of discriminatory jurisdictions subject
to this provision includes the states of South Carolina,Alaska,West Virginia,Wyoming, Louisiana and Hawaii.
22.COMPLIANCE WITH BREACH NOTIFICATION AND DATA SECURITY LAWS. Contractor shall comply with the provisions of the
New York State Information Security Breach and Notification Act(General Business Law§899-aa and State Technology Law§208)and
commencing March 21,2020 shall also comply with General Business Law§899-bb.
23.COMPLIANCE WITH CONSULTANT DISCLOSURE LAW.If this is a contract for consulting services,defined for purposes of this
requirement to include analysis,evaluation,research,training,data processing,computer programming,engineering,environmental,
health,and mental health services,accounting,auditing,paralegal,legal or similar services,then,in accordance with Section 163(4)(g)
of the State Finance Law(as amended by Chapter 10 of the Laws of 2006),the Contractor shall timely,accurately and properly comply
with the requirement to submit an annual employment report for the contract to the agency that awarded the contract,the Department
of Civil Service and the State Comptroller.
24.PROCUREMENT LOBBYING.To the extent this agreement is a"procurement contract"as defined by State Finance Law§§ 139 j
and 139-k, by signing this agreement the contractor certifies and affirms that all disclosures made in accordance with State Finance
Law§§139-j and 139-k are complete,true and accurate. In the event such certification is found to be intentionally false or intentionally
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incomplete,the State may terminate the agreement by providing written notification to the Contractor in accordance with the terms
of the agreement.
25.CERTIFICATION OF REGISTRATION TO COLLECT SALES AND COMPENSATING USE TAX BY CERTAIN STATE CONTRACTORS
AFFILIATES AND SUBCONTRACTORS.
To the extent this agreement is a contract as.defined by Tax Law§5-a,if the contractor fails to make the certification required 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:https7//ogs nv gov/list-entities-determined-be-non-responsive-biddersofferers-
pursuant-n�s-iran-divestment-act-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,seeking compliance, recovering damages,or
declaring the Contractor in default.
The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the
Prohibited Entities List prior to the award,assignment,renewal or extension of a contract, and to pursue a responsibility review with
respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award.
27.ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any other legal principle or rule
of evidence to the contrary,the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into
evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the
form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in
existence.
END OF SCHEDULE
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