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HomeMy WebLinkAboutNYS DOT/Scenic Byways ELIZABETH A. NEVIIJ,E TOWN CLEHK REGISTHAH OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFOHMATION OFFICER Town Hail, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (631) 765-6145 Telephone (631) 765-1800 southoldtown.northfork.net OFFICE OF THE TOWN CLERK TOWN OF $OUTHOLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 843 OF 2004 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON NOVEMBER 30, 2004: WHEREAS, a Project entitled Resource Protection: North Fork Trail Scenic Byway, P.I.N. SB09.03.321 (the "Project") is eligible for funding pursuant to section 1219 of TEA-21, that provides for federal funding of eligible activities under a National Scenic Byways Program; and WHEREAS, New York State Highway Law Article XII-C authorizes the New York State Department of Transportation to plan, design and develop the New York State Scenic Byways Program inclusive, under Highway La~v §349-bb, of applying for scenic byways funding and contracting xvith qualified responsible not-for-profit organizations involved in scenic byways activities for services relating to the development of the New York State Scenic Byways Program, or services relating to the operation, development or promotion ora specific scenic byway; and WHEREAS, the scenic byway project or activity that constitutes the Project hereunder results from FHWA approval of New York State's grant application, prepared by the New York State Scenic Byways Advisory Board, for National Scenic By~vays Program funds, and the parties wish to progress such project or activity and provide for the funding thereof, WHEREAS, the Town Board of the Town of Southold desires to advance the above project by making a commitment of 100% of the federal and non-federal share of the costs of $150,000.00; and WHEREAS, $120,000.00 of that $150,000.00 would be reimbursable to the Town of Southold as the federal share of the costs; and WHEREAS, the Town Board has previously resolved to appropriate its $30,000.00 share of the Project costs as follows: $15,500.00 in Town salaries, $4,500.00 in in-kind volunteer services, and $10,000.00 in cash. NOW, THEREFORE, the Toxvn Board of the Town of Southold, duly convened does hereby RESOLVE, that the Toxvn Board of the Toxvn of Southold hereby approves the above-subiect proiect; and it is hereby further RESOLVED, that the Town Board of the Town of Southold hereby authorizes to pay in the first instance 100% of the federal and non-federal share of the cost of 5; 150,000.00 for the Project or portions thereof; and it is further RESOLVED, that the sum of $150,000.00 is hereby appropriated and made available to cover the cost of participation in the above Project; and it is further RESOLVED, that in the event the full federal and non-federal share costs of the project exceeds the an~ount appropriated above, the Town Board of the Town of Southold shall convene as soon as possible to appropriate said excess amount immediately, and it is further RESOLVED, that the Supervisor of the Town of Southold is hereby authorized to execute all necessary Agreements, certifications or reimbursement requests for Federal Aid on behalf of the Town of Southold with the Nexv York State Department of Transportation in connection with the advancement or approval of the Project and providing for the administration of the Project and the municipality's first instance funding of Project costs and permanent funding of the local share of federal-aid-eligible Project costs and all Project costs within appropriations therefore that are not so eligible, and it is further RESOLVED, that a certified copy of this resolution be filed with the Nexv York State Commissioner of Transportation by attaching it to any necessary Agreement in connection with the Project, and it is further RESOLVED, this Resolution shall take effect immediately. Elizabeth A. Neville Southold Town Clerk PATRICIA A. FINNEGAN TOWN ATTORNEY patricia.flnnegan~,town.southold.ny.us KIERAN M. CORCORAN ASSISTANT TOWN ATTORNEY kieran.corcoran@town.southold.ny.us LORI HULSE MONTEFUSCO ASSISTANT TOWN ATTORNEY lori.montefusco@town.southold.ny.us JOSHUA Y. HORTON Supervisor Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone (631) 765-1939 Facsimile (631) 765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD March 8, 2005 Mr. Mark Woods NYS Scenic Byways Program New York State Department of Transportation Landscape Architecture Bureau 1220 Washington Avenue Albany, NY 12232-0412 RE: The North Fork Trail, Scenic Byway: Resource Protection Project Causeway Between East Marion and Orient Dear Mr. Woods: I am enclosing the Agreement between the Town of Southold and the New York State Department of Transpodation in connection with the referenced matter. This Agreement has been executed by Supervisor Horton as well as the Town Attorney. Kindly send us a fully executed Agreement as soon as it is available. In addition, I am enclosing a copy of the Resolution, No. 843 of 2004, with regard to this Agreement. If you have any questions, please do not hesitate to call me. Thank you for your attention. KMC/Ik Enclosure cc: Members of the Town Board (w/o encl.) ~ Ms. Elizabeth Neville, Town Clerk (w/encl.) ~ Federal Aid Municipal Service Contract (S VCKByWy. gg) MUNICIPALITY: Town of Southold, New ¥'ork PROIECT ID NUMB£R: 5B09.03.32 ! BIN: FEDERAL AID MUNICIPAL SERVICE CONTRACT NEW YORK STATE SCENIC BYWAYS PROGRAM COMPTROLtER'$ CONTRACT NO. C022405 This Agreement, effective this Twenty-First day of January, 2005, is by and between the New York State Department of Transportation ("NYSDOT"), having its principal office in the Administration and Engineering Building, 1220 Washington Avenue, State Office Campus, Albany, NY 12232, on behalf of New York State ("State"), and The Town of Southold, hereinafter referred to as "the Contractor", with principal offices at 53095 Main Road, Post Office Box 1179, Southold, New York, 11971-0959, acting by and through Joshua Y. Horton, Supervisor of the Town of Southold, its duly authorized. This Agreement provides for the implementation of applicable phases of this federal-aid National Scenic Byways project, as said project is more fully described by Schedules A and B, annexed to this Agreement, or one or more duly executed and approved Supplemental Schedules to this Agreement. The federal-aid project shall be identified for the purposes of this Agreement as: THE NORTH FORK TRAIL, SCENIC BYWAY: RESOURCE PROTECTION PROIECT. CA USEWA Y BETWEEN EAST MARION AND ORIENT PIN: SB09.03.321 (as more specifically described in such Schedules A and B or supplemental Schedules A and B, the "Project"). WlTNESSETH: WHEREAS, the United States has provided Federal funds to the State for the purpose of carrying out Federal Aid Highway projects pursuant to the Transpodation Equity Act for the 21st. Century ("TEA- 21") as administered by the Federal Highway Administration ("FHWA"); and WHEREAS, the New York State Highway Law authorizes the Commissioner to use federal aid available under the federal-aid highway acts; and WHEREAS, section 1219 of TEA-21 provides for a National Scenic Byways Program that provides federal funding of eligible activities under such program; and WHEREAS, Highway Law Article XII-C authorizes the Commissioner to plan, design and develop the New York State Scenic Byways Program inclusive, under Highway Law §349-bb, of applying for scenic byways funding and contracting with qualified responsible not-for-profit organizations involved in scenic byways activities for services relating to the development of the New York State Scenic Byways Program, or services relating to the operation, development or promotion of a specific scenic byway; and WHEREAS, the scenic byway project or activity that constitutes the Project hereunder results from FHWA approval of New York State's grant application, prepared by the New York State Scenic Byways Advisory Board, for National Scenic Byways Program funds, and the parties wish to progress such project or activity and provide for the funding thereof, Federal Aid Municipal Service Contract (SVCKByW¥.99) NOW, THEREFORE, the parties agree as follows: 1. Documents Forming this Agreement. The agreement consists of the following: IAgreement Form -this document titled 'FEDERAL AID MUNICIPAL SERVICE CONTRACT"; lSchedule 'A' - Project/Funding Description; ~Schedule 'B~ - Scope of Services (& Budget for Non- Construction); ~EXHIBIT A - Contractor Record Keeping Guidelines; ~EXHIBIT B - AlE Selection Process (for construction consultant selection). ~Appendix 'A" - New York State Required Contract Provisions; and lAppendix "B~ - U.S. Government Required Clauses. ~Resolution(s) duly adopted municipal or, as applicable, corporate resolution(s) authorizing the appropriate official of the Contractor to execute this Agreement on behalf of the Contractor, and appropriating or otherwise providing the Project funding required therefor. 2. Responsibilities of Contractor. Contractor shall perform the Project as further described in the Scope of Services & Budget (Schedule B), subject to the funding limitations and match funding set forth in Schedule A, and otherwise faithfully, efficiently, expeditiously and fully in accordance with this Agreement. The work of the Project may be performed by Contractor or by its subcontractors. Contractor agrees that all procurement practices shall comply with 49 C.F.R. Part 18. 2.1 Selection of Subcontractors - Contractor's selection of subcontractors not specifically identified in Schedule B [Scope of Services & Budget] shall be by competitive procedures followed or approved by NYSDOT for procurement of services based on qualifications and fair and reasonable costs including, where justified, sole source procurement. 2.2 Compliance with Applicable Laws, Rules and Regulations. The Contractor will comply with all Federal, State and local laws, ordinances, rules regulations and procedures, including obtaining and maintaining in good standing any required license, permit, operating authority or other regulatory authorization applicable to entering this agreement or performing its work, activities and requirements relating to this Agreement. 3. Funding,. For Project work performed by or through Contractor in accordance with this Agreement, NYSDOT will reimburse eligible Project costs in accordance with NYSDOT policy and procedures and this section. 3.1 Federal Aid. NYSDOT will administer federal- aid funds and will fund federal participating costs incurred in connection with the work covered by this Agreement, subject to the limitations set forth on Schedule A: 3.2 State-Aid. As applicable, NYSDOT will fund the State-Aid match described in Schedule A. 3.3 In no event shall this Agreement create any obligation to Contractor for funding or reimbursement of any amount in excess of the lesser of the amount stated in Schedule A or actual eligible Project costs. 3.4 All items included by Contractor in the record ot costs shall be in conformity with accounting procedures acceptable to NYSDOT and the FHWA. 4. Payment. Compensation under this Agreement shall be paid by one or more of the following methods as indicated in Schedule g, in all events subject to the maximum amount payable set forth in Schedule A: 4.1 Cost Reimbursement method - where applicable as the compensation method according to Schedule B, means compensation for actual, allowable, allocable and auditable direct salary charges, non-salary costs (including equipment, travel, subconsultants and other direct non-salary costs) and overhead costs incurred by Contractor for the work of the Project, as follows: (i) Direct Salary Charges: Consist of the actual direct salaries, regular time plus straight time portion of overtime compensation paid to or incurred for all employees assigned to this Project on a full-time basis for all or part of the Project, plus properly allocable partial salaries of all persons working part time on the Project, 2 Federal Aid Municipal Service Contract (SVCKByWy. 99) not to exceed the maximum allowable hourly rates of pay hereunder, (ii) Direct Non-Salary Costs: Consist of actual direct non-salary costs incurred in performing the Project; all subject to audit. Such costs may include, but are not necessarily limited to, those shown in the Project Budget. All reimbursement for travel, meals and lodging shall be made for actual costs paid or incurred, but reimbursement of such costs shall not exceed rates approved by the State Comptroller. (iii) Overhead: Means an allowance consistent with Federal and State regulations, policy and guidelines governing allowable overhead expenses incurred during the term of this Agreement, all subject to audit. The overhead allowance shall be established as a percentage of Direct Salary Charges only. Overhead includes leave and fringe benefit costs for employees and shall not include any factor or element for the cost of money advanced by Contractor under this Agreement. The provisional rate used for billing will be determined by the most recently audited rate for the Contractor. The provisional billings will be reconciled following the completion of the final audit. 4.2 Fixed Price Method - A total fixed price, payable for work and/or deliverables as set forth in and in accordance with Schedule B (Scope of Work and Budget) 4.3. Periodic Reimbursement. If the Contractor finds it desirable to have reimbursement made periodically, upon the request and ce,Cification therefor by the Contractor NYSDOT may make payments based on billings prepared by the Contractor in accordance with NYSDOT requirements, based on costs incurred as disclosed by the records thereof, as required by the Proiect, with applicable adjustments to be made after audit by NYSDOT or FHWA. These payments shall be made as moneys become available therefor. 4.4 In no event shall this Agreement create any obligation to the Contractor for funding or reimbursement of any amount in excess of the lesser of the amount stated in Schedule A for duly executed Supplemental Schedules A) for the Federal aid and/or State aid share, or actual eligible Project costs in accordance with Schedule B. 4.5 All items included by the Contractor in the record of costs shall be in conformity with accounting procedures acceptable to NYSDO T and the FHWA. Such items shall be subject to audit by the State and the FHWA. 5. Supplemental Agreement or Supplemental Schedules. Supplemental Ag~ements or supplemental Schedules may be entered by the parties, and must be approved in the manner required for a State contract. 6. State Recovery of lnefigible Reimbursements. NYSDOT shall be entitled to recover from the Contractor any moneys paid to the Contractor pursuant to this Agreement which are subsequently determined to be ineligible hereunder. 7. Rights in Data; Intellectual Property; Licensing. To the extent this Agreement involves the provision or development of intellectual property as defined in §7. 1.4 below, the relevant provisions of this section apply. 7. I. Definitions. For the purposes of this Agreement, the following definitions pertaining to software, its provision or development, and rights thereto shall apply: 7. 1. I 'Commercial-Off-The-Shelf Software' or 'COTS' means Software which is not developed by the Contractor or its subcontractors for the Project, but which is acquired commercially. 7.1.2 'Contractor-Owned Software ' means Software developed and owned by the Contractor or its subcontractors which either pre-exists, or whose development is not funded by, this Agreement. 7.1.3 'Developed Software" means Software developed for the Project with funding under this Agreement 7. 1.4 'Intellectual Property' means copyrights, patents, trademarks and any other form of intellectual property rights covering any data bases, software, inventions, training manuals, systems design or other proprietary information in any form or medium. 7. 1.5 'Software' means the computer 3 Federal Aid Municipal Ser~.ice Contract (SVCKByWy. 99) programs (including an},' security devices) in object (and, in the case of Developed Soft ware, also source code) form, in whole or part, provided by Contractor and whether provided on magnetic or optical disk, tape, firmware or otherwise, including all or any portions of the Software incorporated in another program. The Software shall, as appropriate, include Documentation and Maintenance Releases. 7.2 NYSDO T Rights to Developed Software. All tangible and intangible property rights, including the source codes, all patent rights and copyrights arising out of the design and creation of any Developed Software shall be the exclusive property of NYSDOT, who shall have the sole rights to seek patent, copyright, registered design or other protection in connection therewith. 7.3 Intellectual Property Rights to Other Software. Intellectual property rights to Software other than that governed by section 7.2 hereof, is as follows: 7.3.1 Commercial-Off-The- Shelf (COTS) Software. COTS Software utilized under this project will be provided to NYSDOT with, as applicable, the relevant shrink wrap license or license as negotiated. 7.3.2 Contractor-Owned Software. This Software otherwise owned by the Contractor is provided to the Proiect with restricted rights. Contractor grants NYSDOT a perpetual royalty-free, paid up, irrevocable, non-transferrable perpetual nonexclusive restricted license to use and to modify the Contractor-Owned Software if required in connection with the Project funded hereunder or, if the purpose of the Project is the development ora system or operation for continued use after the conclusion or termination of this 4 Agreement and such Software is required for or integral with the functionality or operation of such system or operation, for the continued operation of such system or operation thereafter. 7.4 Other Intellectual Property Developed Under This Agreement. Rights to intellectual property developed under this Agreement that are not covered by the above sections 7.2 and 7.3 shall be allocated and owned in accordance with the following: 7.4. I Identification of Intellectual Property . Contractor is responsible for identifying and segregating in advance intellectual property which was or will be developed by Contractor or its subcontractors solely with non-federal funding. 7.4.2 Copyright. In accordance with Federal Government policy, the copyright of work produced under this Agreement, the copyrights to which are not otherwise acknowledged or provided for in this Agreement, shall remain with the authors. NYSDOT reserves a royalty- free, perpetual, transferrable, nonexclusive and irrevocable license to reproduce, publish, modify or otherwise use for government purposes, in any media which exists currently or in the future, and to authorize others to use for government purposes any such copyrightable work produced under this Agreement with government funds. 7.5 Patents. If this is a contract for the performance of experimental, developmental or research work funded in whole or part by Federal funds , and Contractor is a small business firm or nonprofit organization, rights to inventions made under this Agreement shall be determined in accordance with 37 C.F.R. Part 401. The standard patent rights clause at 37 C.F.R. §401.14, as modified below, is hereby incorporated by reference. (i) The terms "to be performed by a small business firm or domestic nonprofit Federal Aid Municipal Service Contract (5VCKBvWy. 99) organization" shall be deleted from paragraph (g)(1) of the clause; (ii) paragraphs (g)(2) and (g)(3) of the clause shall be deleted; and (iii) paragraph (I) of the clause, entitled "Communications" shall read as follows: "(I) Communications. All notifications required by this clause shall be submitted to the FHWA Division Office." 7.6 Trade Secrets. The parties shall not publicly disclose information they obtain as a result of this Agreement which is marked and identified as proprietary or confidential, and which consists of information such as trade secrets or commercial or financial information that is privileged or confidential within the meaning of §552(b)(4) of Title 5, U.S.C. 8. Ownership of Capital Equipment. Except as otherwise provided in Schedule B hereof, or unless such equipment is owned by the State and only made available to Contractor for use under this Agreement, title to or other right to the use of capital equipment that Contractor is required to acquire in the performance of, and is funded by, this agreement shall remain with the Contractor unless this Agreement concludes its term or is terminated prior to the end of the useful life of such equipment or the term of the right or interest of the Contractor therein, whereupon NYSDOT may in writing direct the transfer of such title or other right to the use and possession of such capital equipment and the delivery by the Contractor of such equipment in good working order and operating condition, together with any access or controlling keys, codes, instruments, hardware, documentation or apparatus necessary to its proper functionality, to NYSDOT or NYSDOT' s designee. NYSDOT' s right hereunder to such transfer and delivery of equipment shall survive the term, conclusion or termination of this Agreement. 9. Insurance. Contractor agrees to procure and maintain without direct cost to the State except as noted during the pendency of this Agreement, insurance of the kinds and in amounts hereinafter provided by insurance companies authorized to do business in the State of New York or, if Contractor is a municipality that self-insures, an endorsement for such self insurance covenng all operations under this Agreement whether performed by it or sub- contractors. Beforecommencingthework, Contractorshall furnish to NYSDOT a certificate or certificates, in a form satisfactory to NYSDOT, showing compliance with this section, which certificate or certificates, shall provide that such insurance shall not be changed or canceled until thirty (30) days written notice has been given to NYSDOT. The kinds and amounts of insurance required are as follows: 9. I Policy covering the obligations of Contractor in accordance with the provisions o£ Chapter 41, Laws of 1914, as amended, known as the Worker's Compensation Law, and also by the provisions of Article 9 of the Worker's Compensation Law known as the Disability Benefits Law, and this Agreement shall be void and of no effect unless Contractor procures such policy and maintains it until final acceptance of all work described herein; 9.2 Comprehensive General Liability Insurance insuring Contractor and, as additional insureds, NYSDOT and its employees with respect to all operations under this Agreement by Contractor, including in such coverage any omissions and supervisory acts of the State and its employees. Policies of personal injury liability insurance of the types hereinafter specified, each with a combined single limit of $ ! million per occurrence~S2 million aggregate for all damages arising out of personal injury, including death at any time resulting therefrom, sustained by one person in any one accident and, subject to that limit for each person, all damage arising out of bodily injury, including death at any time resulting therefrom, sustained by two or more persons in any one accident, damages arising out of injury to or destruction of property in any one accident and, subject to that limit per accident, for all damages arising out of injury to or destruction of property during the policy period. 9.3 Automobile Liability and Property Damage Insurance. Subject to the same required level of coverage set forth in §9.2 above, a policy covering the use in connection with the work covered by this Agreement of all owned, not owned and hired vehicles bearing or, under the circumstances under which they are being used required by New York State law to bear, license plates. 9.4 Limits for Transportation Services. If the services under this A§reement include public transportation or common carrier services, the minimum insurance levels otherwise required by subsections 9.2 and 9.3 are hereby increased to $5 million per occurrence/ $10 million a§§re§ate. 10. Contractor Liability. lO. 1 IftheContractorperformsworkunderthis agreement with its own forces, it shall be responsible for all damage to person or property arising from any act or negligence performed by or on behalf of the Contractor, its officers, agents, servants or employees, contractors, subcontractors or others in connection therewith. The Contractor specifically agrees that its agents or employees shall possess the experience, knowledge and character necessary to qualify them individually for the particular duties they perform. 10.2 The Contractor itself shall, and shall require its vendors or subcontractors who perform work contemplated by this agreement to, protect, indemnify and save harmless the Contractor and the State of New York from and against all liabilities, losses, claims, damages, judgments, penalties, causes of action, costs and expenses (including, without limitation, attorney's fees and expenses) imposed upon or incurred by or asserted against the Contractor or the State of New York resulting from, arising out of or relating to such vendor's or subcontractor's performance of the work required by this Agreement. 11. Independent Contractor. For the purposes of this Agreement, the officers and employees of the Contractor, in accordance with the status of the Contractor as an independent contractor, covenant and agree that they will conduct themselves consistent with such status, that they will neither hold themselves out as nor claim to be an officer or employee of the State by reason hereof, and that they will 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 State, including, but not limited to, Workers Compensation coverage, Unemployment Insurance benefits, Social Security or Retirement membership or credit. 12. Contract Executory. It is understood by and between the parties hereto that this Agreement shall be deemed executory only to the extent of the moneys available to the State and no liability on account thereof shall be incurred by the State beyond moneys available for the purposes hereof. 13. Assignment or Other Disposition of Agreement. The Contractor agrees not to assign, transfer, convey, sublet or otherwise dispose of this Agreement or any part thereof, or of its right, title or interest therein, or its power to execute such Agreement to any person, company or corporation without previous consent in writing of the Commissioner. 14. Term of Agreement. As to the Project and phase(s) described in Schedule(s) A executed herewith, this agreement takes effect as of the date of this Master Agreement as first above written. This agreement takes effect as to the Project and phase(s) established in any duly executed and approved supplemental Schedule(s) A as of the date of such supplemental Schedule(s) A. This agreement shall remain in effect so long as federal aid funding authorizations are in effect and funds are made available pursuant to the laws controlling such authorizations and availabilities. However, if such authorizations or availabilities lapse and are not renewed, continued or reenacted, as to funds encumbered or available and to the extent of such encumbrances or availabilities, this agreement shall remain in effect for the duration of such encumbrances or availabilities. Although the liquidity of encumbrances or the availability of funds may be affected by budgetary hiatuses, a federal or State budgetary hiatus will not by itself be construed to lapse this agreement, provided any necessary federal or State appropriations or other funding authorizations therefor are eventually enacted. 15. NYSDOT Ob#gations. NYSDOT's responsibilities and obligations are as specifically set forth in this contract, and neither NYSDOT nor any of its officers or employees shall be responsible or liable, nor shall the Contractor assert, make, or join in any claim or demand against NYSDOT, its officers or employees, for any damages or other relief based on any alleged failure of NYSDOT, its officers or employees, to undertake or perform any act, or for undertaking or performing any act, which is not specifically required or prohibited by this agreement. 6 Federal ,Aid Municipal Service Contract (SVCKB¥~/)'.99) 16. Suspension or Termination. 16. I For Convenience of NYSDO T. NYSDO T may without cause and for its convenience upon not less than seven (7) days written notice to Contractor suspend Contractor's performance under this Agreement or terminate this Agreement. 16.2 For Cause. NYSDO T may terminate this Agreement by written notice to the Contractor if the Contractor, before completion, discontinues the services required hereunder or if, for any reason, the commencement, prosecution or timely provision of services by the Contractor is rendered improbable, impossible, illegal, or NYSDO T deems the performance to be unsatisfactory. 17. Notices. Any notice, request, instruction or other document deemed by either part), to be necessary or desirable to be given to the other party shall be in writing, and may be given by personal delivery to a representative of the parties at the address below, or by mailing the same by registered or certified mail, postage prepaid, or by prepaid express courier, addressed as follows: If to Contractor: Title of Officer: (at Contractor's stated) address first above If to NYSDOT: Title of Officer: New York State Department of Transportation (at NYSDOT's address unless another address is set forth here) 20. Required Clauses. Attached hereto and made a part of this agreement as if set forth fully herein is Appendix A, standard clauses for all New York State contracts. 18. Force Majeure. The obligations of the parties hereunder shall be subject to force maleure (which shall include riots, floods, accidents, acts of God and other causes or circumstances beyond the control of the party claiming such force majeure as an excuse for non- performance) but only so long as, and to the extent that, such force majeure shall prevent the performance of the obligation or portion thereof so affected. 19. £ntireAgreement. ThisAgreementconstitutesthe entire agreement of the parties and shall not be amended, altered or changed except in a writing, duly executed and approved. 7 Federal Aid Municipal Service Contract ISVCKByWy. 99) IN WITNESS WHEREOF, the parties have caused this agreement £o be executed by their duly authorized officials as of NYSDOT also cer[i~ the orisinal copies of this signature pa~e will be at[ached to all other exact copies of this contract. MAR g 1 APPROVED AS TO FORM: A TT~. R. ~~NEY R ~ CT~OR~ T6wn Attorney' f~4~the APPROVED AS TO FORM: STATE OF NEW YORK A TTORNEY GENERAL Esq. Town of Southold Ass~sta.~, tt,l~R i~R~D ¥ E O I~'PT. OF AUDIT & CONSOL. MPTROLLER'S ~: 0 6 2005 ~t~ t~ ~ r the New York 5[a/e Compt~lle~ Pu~uant ~o State Finance Law 12. STATE OF NEW YORK COUNTYOF SUFFOLK 2005 On this ~! day of January ; ~19~,, before me personally came Joshua ~. Horton tomeknown, who, beingbymedulyswomdiddeposeandsay that he/~e resides at G'reenport, New York ; that he/~ is the supervisor ofthe Town of Southold described in and which executed the above instrument; and that he/s~ executed the above instrument pursuant to authority vested in him/~!e. - -- ' Nota~ Public UNDA J. COOPER Notsw Public, State of New YoI~ No. 4E22563, Suffolk County _ T~rrn F~"~i:~s Dec:emi,ur ,~ I, ~...~:~ Z EXHIBIT A PROCUREMENT~ RECORD KEEPING AND ACCOUNTING REQUIREMENTS 1. Subcontractors The work of the project shall be performed in accordance with the following Subcontract Procedures: 1.1 Without relieving it of, or in any way limiting its obligations under the Agreement, the Contractor m ay enter into subcontracts for the performance of the Project or for the purchase of materials and equipment. The Contractor shall select all subcontractors or suppliers through a process of competitive bidding or multi-source price review. In the event that competitive bidding or multi- source price review is not feasible, the Contractor shall document an explanation for, and justification of, a sole source selection. 1.2 The Contractor shall document the process by which a subcontractor or supplier is selected by making a record summarizing the nature and scope of work, equipment, supplies or materials sought, basis for establishing the source list, the name of each person or organization submitting or requested to submit, a bid or proposal, the price or fee bid, and the basis for selection of the subcontractor or supplier. An explanation for, and justification of, a sole source selection must identig, why the work, equipment, supplies or materials involved are obtainable from or require a subcontractor with unique or exceptionally scarce qualifications or experience, specialized equipment, or facilities not readily available from other sources, or patents, copyrights or proprietary data. 1.3 All subcontracts for the performance of work of the Project shall be in writing and subject to the prior approval of NYSDOT and shall contain provisions required by this Agreement for such subcontract, those provisions required byAppendix A, and all other provisions now or hereafter required by law to be contained therein. 2. Accounting and Record Keeping For the Cost Reimbursement Compensable Components The following are the record keeping requirements for State reimbursement payable under the Cost Reimbursement compensation method: 2.1 Progress Billings. After approval of the Agreement, the Contractor may submit progress billings to NYSDOT for the Federal share, to be supported as follows: (a) Contracts/Consultant Agreements -Separate invoices or billings are required for each subcontract, each subconsultant agreement, and for work performed by employees. Billings for payments made on contracts or consultant agreements will be made on NYSDOT's Form FIN 421, as it may be amended, and supported by a copy of the applicable payment estimate(s) for contracts or consultant agreements. (b) Work by Employees - Billings for employees will be on NYSDOT's Form FIN 421, supported by an Engineer's Payroll Abstract for the period(s) covered by the billings, copies of payroll time sheets for the applicable billing period and copies of paid invoices or supporting documents for all non-personal service cost items in excess of $250. Only those direct Project costs as defined in applicable Federal regulations and incurred subsequent to the date of Federal Highway Administration authorization can be included in billings. The supporting documents for personal service and non-personal service costs are to include the following: (1) Payroll Time Sheets - The signature of the employee and approval of the employee's supervisor, or other verification acceptable to NYSDOT, is required on each time sheet. These signatures attest to the employee's assignment and hours worked on the Projects indicated, and demonstrate that periods of paid leave are charged to appropriate leave categories or accounts. Employee time for such leave, holidays, vacation or other paid leave cannot be charged directly to Projects on time sheets since such costs must be allocated to Projects by using an approved percentage additive rate applied to direct payroll costs. Time sheets must correspond with applicable payroll records and amount paid for each employee based on a comprehensive payroll/labor cost distribution system. (2) Engineer's Payroll Abstract - Leave and fringe benefit additives are to be calculated and charged to Projects at percentage rates previously approved by NYSDOT for provisional billing purposes, subject to final audit. (3) Non-Personal Service Costs - Copies of invoices or documentation showing amounts and notations as may be required to clearly identiff/ the purpose of each item. Copies of employee reimbursement vouchers for travel or similar costs are not required with progress billings but must be retained by the Contractor for subsequent audit. (c) Applicable to the Cost Reimbursement compensation method NYSDOT will reimburse personal service, fringe benefits, non- personal service and related costs which are clearly identifiable to a specific project. Local claims for reimbursement of such expenditures utilizes the same Form "FIN 421" processing procedure as is routinely used for reporting Consultant Payment Requests. Municipal claims for reimbursing preliminary engineering, construction engineering or other approved work - whether performed by Municipal employees or by a Consultant - requires only the completion of a single column of Total Costs which pertain solely to eligibility for the Federal Aid component. Completing FIN 421: The amount listed on lines 1-3 of the Work Performed Section of the FIN 421, and the supporting documentation, should be for 100% of the share of participating costs eligible for federal aid. However, since the amount shown on line 3 of the FIN 421 is applicable to calculating the Federal share only, a notation affer that amount is required to indicate the Total Costs reported times a "Federal Aid Percentage" (e.g.,"$__X %"). Forexample, "$100,000 X 800/0.. (with "80°/." being the federal aid percent). On the other hand, lines 7 and 8 for such billings should reflect only the amount of computed Federal Share payments, with Line 8 containing only the amount currently being claimed for reimbursement of the federal share. 2.2 Project Detail Ledgers. For audit purposes, a Project Detail Ledger is required as the official accounting record of the Contractor to record and accumulate all cost transactions applicable to the Project. All costs recorded on the Project Detail Ledger should be for 100% of such costs with reduction for the non-Federal share, and for any applicable State share. Every transaction listed on the Project Detail Ledger will be recorded in the same level of detail as the total from each supporting source document (no summarization of source documents amounts). All transactions listed on the detail ledger will identify the source document for the transaction by referencing contract/estimate numbers, social security numbers (for time sheets and employee reimbursements), vendor or payee numbers for vouchers, etc. The applicable accounting system record date will also be included for each transactions, i.e. - pay period dates for time sheets, or voucher approval or date paid for payments to the consultant, employee reimbursements, otc. The ledgers for the Project will include totals for all transactions recorded during: 1) each accounting month, (2) the fiscal year of the Sponsor, and (3) for the Project life to date. 2.3 Source Documents. The Contractor will retain an official copy of consultant estimates, payroll time sheets, employee travel claims and all other original source documents for transactions listed on the Project Detail Ledger. These will be systematically filed in an order that will facilitate retrieval. All expenditure vouchers or other cost documents must also be traceable through tile Contractor's disbursement process to copies of warrants or checks issued and to corresponding documentation maintained in the official accounting records of the Contractor's central finance office. 2.4 Audit/Disallowances. The Contractor shall cause a Certified Public Accountant to audit the performance of any consultant contract entered for the Project and retain the results thereof for State or federal audit of this agreement. Costs claimed or previously reimbursed that cannot be supported as outlined herein, are subject to audit disallowance by NYSDOT, the State Comptroller, Federal Highway Administration, and/or the U.S. Department of Transportati on, Officer of the Inspector General. Amounts paid to the Contractor by NYSDOT that are subsequently disallowed by the Federal Government are subject to recovery by NYSDOT from the Contractor, or at the option of the State, will be offset or reduced against current or future reimbursement claims on the same or other Projects. For Fixed Price Compensation 2.5. Fixed Price (Lump Sum) Milestone Payments. Contractor may request payment for fixed price work in accordance with approved milestone payment schedules. Milestone payments shall be subject to NYSDOT receipt and acceptance of identified deliverables. U pon the submission of invoices, NYSDOT will make payments to the Contractor in accordance with the terms of the Agreement. Contractor will submit requests for milestone payments using the form FIN 110 (NYSDOT standard state voucher or current procedure). The Contractor shall complete the FIN 110 in accordance with the form instructions and shall specify the milestone and accompanying milestone amount for which payment is being requested. E E -- E ~ '~ ~ o O--Oo i5 8 .m'~ LU 0 LU Z 0 Z n- O LU 0 n,' n- O 0 n >~ o ~ AppBFed. 98 APPENDIX B U.S. GOVERNMENT REQUIRED CLAUSES Non Discrimination/EEO/DBE/MBE Requirements The Contractor and its subcontractors agree to comply with Executive Order 11246, entitled "Equal Employment Opportunity" and Department of Transportation regulations (49CFR Parts 21, 23, 25, and 27) and the following: 1. Non Discrimination. No person shall, on the ground of race, color, creed, national origin, sex, age or handicap, be excluded from participation in, or denied the benefits of or be subject to discrimination under this Proiect. 2. Equal Employment Opportunity. In connection with the execution of this Agreement, the Contractor shall not discriminate against any employee or applicant for employment because of race, religion, age, color, sex or national origin. The Contractor shall take affirmative actions to ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, national origin orage. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 3. Disadvantaged Business Enterprises. In connection with the performance of this Agreement, the Contractor will cooperate with the State in meeting its commitments and goals with regard to the maximum utilization of disadvantaged business enterprises and will use its best efforts to ensure that disadvantaged business enterprises will have the maximum practicable opportunity to compete for subcontract work under this Agreement. Also, in this connection the Contractor shall undertake such actions as may be necessary to comply with Section tos(f) of the Surface Transportation Assistance Act of 1982, as implemented in 49CFR Part 23. In addition, the Contractor and its subcontractors agree to abide by the statements in paragraphs (1) and (2) below. These statements are, by reference, made part of this Agreement and must be included in all subsequent agreements between the Contractor and any subcontractor and in all UMTA-assisted contracts between recipients or subrecipients and any contractor. (1) "Policy. It is the policy of the Department of Transportation that minority business enterprises as defined in 49CDF Part 23 shall have the maximum opportunity to participate in the performance of (2) contracts financed in whole or in part with Federal funds under this agreement. Consequently, the MBE requirements of 49CFR Part 23 apply to this Agreement." "MBE Obligation. The recipient or its contractor agrees to ensure that minority business enterprises as defined in 49CFR Part 23 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49CFR Part 23 to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts. Recipientsandtheircontractorsshall not discriminate on the basis of race, color, national origin or sex in the award and performance of DOT-assisted contracts." Federal Single Audit Requirements Non-Federal entities that expend $300,000 or more in a year in Federal awards from all sources are required to comply with the Federal Single Audit Act provisions contained in U.S. Office of Management and Budget (OMB) Circular No. A-133, ' Audits of States, Local Governments, and Non-Profit Organizations~. Non-Federal entities that expend Federal awards from a single source may provide a program specific audit, as defined in the Circular. Non-Federal entities that expend less than $300,000 in a year in Federal awards from all sources are exempt from Federal audit requirements for that year, except as noted in §3052.215(a), but records must be available for review or audit by appropriate officials of the Federal agency, the New York State Department of Transportation, the New York State Comptroller's Office and the U.S. General Accounting Office (GAO). Non-Federal entities are required to submit a copy of all audits, as described above, within 30 days of issuance, to the New York State Department of Transportation, Contract Audit Bureau, 1220 Washington Avenue, Albany, NY 12232. ~~ Pxcew~os STATE OF NEW YORK DEPARTMENT OF TRANSPORTATION ALBANY, N.Y. 12232 www.nysdot.gov ASTRIO C. GLYNN COMMISSIONER April 24, 2008 Scott A. Russell Supervisor, Town of Southold 53095 Main Road Post Office Box 1179 Southold, NY 1 1 971-095 9 Dear Supervisor Russell, ELIOT SPITZER GOVERNOR Here is a signed copy of the No-Cost Time Extension approved and authorized for the following New York State Scenic Byways Contract and Project awarded to the Town of Southold: North Fork Trail, Scenic Byway: Resource Protection Project Project Identification Number: SB09.03.321 Contract Number: C022403 The No-Cost extension amends the project completion date of this project to January 31, 2010. We look forward to the timely progression and successful completion of this significant New York State Scenic Byways Project. Please feel free to contact me with any questions. ,~ Mark W ods New Yor State enic Byways Program Office of En ' n nt New York State Department of Transportation 50 Wolf Road, POD 41 Albany, NY 12232 (518)457-6277 mwoods(c~dot.state.ny.us Enclosure cc: C. Woods, FHWA ~.!~ J L'' r,i'~~', L--- 5,,.. T~, N. Brashich, Southold Transportation Commission r ~ -.' . l MEMORANDUM DEPARTMENT OF TRANSPORTATION TO: W. Howe, Contract Management, 50 Wolf Road, 1~~ Floor ~M FROM: M. Woods, Office of Environment, 50 Wolf Road, POD 41 ~,~~ /,p/~~ SUBJECT: REQUEST FOR NO-COST TIME EXTENSION OF LOCAL/MISC LL NOUS CONTRACT DATE: March 3, 2008 CONTRACT #: C022403 PIN: SB09.03.321 PROJECT: North Fork Trail. Scenic Bvwav' Resource Protection Project County: Suffolk County Municipality/Sponsor: Town of Southold. NeW York Office Address: Supervisor Town of Southold 53095 Main Road POB 1179 Southold NY 11971-0959 Original Contract Period January 21.2005 to January 21.2008 Current Completion Date: January 21, 2008 Requested Extended Contract Completion Date: January 31.2010 Reason (s) for extension: Agreed to by: Scott A. IZLssell, Supervisor, Town Date: __/~ ' STATE OF NEW YORK ) )ss.: COUNTY OF ) On this ~ 7 day of _(~Ln~.L 2008 before me personally came SCv T r A .E'cdlf f c.~ to me known, who, being by me duly sworn did depose and say that he/she resides at CUrC/fOGUS that he/sly is the Su F i /L r/!f o/ti- of the Municipal/Sponsor Corporation described in and which executed the above instrument; (except New York City) that it was executed by order of the Td~uu i~aNa/~ of said Municipal/Sponsor Corporation; and that he signed his name thereto by like order. Recommended Approved by N tary Publi p(' LINDA J COOPER Date `[~~ NOTARY PUBLIC, State of New York N0. 01C04822563, Suffolk Coun lYSDOT P ject M ageTerm Expires December 31, 20 Date APPROVED DEPT. OF AUOIT & CONTROL APR 21 2008 l,~.s.~ FOR THE STATE (:nnnarcni i co s / '~~a ~a~ A~, A ~+~0 0~ oollZd6~ ~J~~O~ ~~ ~~b ~G~\ ~~~ O ~~ , f YV~~~ OO~ ~~t, ,~® fdb~ '~G\ `~ ~ ~\`-.~ /~O ////~`~ PQ~~ti V a~e~~~ ~a~ G~' ,~~a G°t~