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Home My WebLink AboutFI Elizabeth Field Airport - Lump Sum Airfield Lighting Town of South old - Letter -n~ - Board Meeting of August 22, 2006 RESOLUTION 2006-693 ADOPTED Item # 6 DOC ID: 2097 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2006-693 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON AUGUST 22, 2006: RESOLVED that the Town Board of the Town of South old hereby authorizes and directs Supervisor Scott A. Russell to execute the Grant Al!reement between the Town of Southold and the Federal Aviation Administration in the sum of $88.350.00 in connection with Project No_ 3-36-0029-12-06 for snow removal equipment and backhoe loader at Elizabeth Field Airport, Fishers Island, New York, subject to the approval of the Town Attorney. aj...l~tzQv/'L.. Elizabeth A. Neville SouthoId Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER: Thomas H. Wickham, Councilman AYES: Krupski Jr., Edwards, Ross, Wickham, Evans, Russell Generated August 25, 2006 Page 9 f,'" 11 '( ,.J' ..___,.l, LUMP SUM CONSULTANT AGREEMENT FOR DESIGN OF THE AIRFIELD LIGHTING PROJECT AT ELIZABETH FIELD AIRPORT FISHERS ISLAND, NEW YORK FAA AlP NO. 3-36-0029-13-06 NYSDOT NO. 0913.13 I I rl ..c~ , , , ' TABLE OF CONTENTS ARTICLES PAGE ARTICLE I-DESCRIPTION OF SERVICES TO BE PERFORMED"....... ,...., ............ ......... ...................1 ARTICLE 2-PROVISION FOR PAYMENT - TIME FOR PERFORMANCE................. ........... .................1 ARTICLE 3-STANDARD OF CARE, STANDARD PRACTICES, AND REQUlREMENTS..............................2 ARTICLE 4-ENTIRE AGREEMENT...... ....... ........................ ,......... ........... ........... ......... .... ....2 ARTICLE 5- TAXES, ROYALTIES, AND EXPENSES.....................................,......,.......................2 ARTICLE 6-CONSULTANTLIABILITY.........,........................................................................3 ARTICLE 7-LABOR LAW REQUlREMENTS............................................................................3 ARTICLE 8-NONDISCRIMINATION PROVISIONS.............................................,.................... ...3 ARTICLE 9-WORKER'S COMPENSATION AND LIABILITY lNSURANCE ...... ..... ............... ............. ....4 ARTICLE lo-ASSIGNMENT REQUlREMENTS.........................................................................4 ARTICLE II-ADDITIONAL SERVICES..................................................................................5 ARTICLE 12-ABANDONMENT OR AMENDMENT OF PROJECT AND TERMINATION.............................5 ARTICLE 13-8USPENSION OF SERVICES.....................................,........................................6 ARTICLE 14-lNTERCHANGE OF DATA.................................................................................7 ARTICLE 15-DISPOSITION OF PROJECT DOCUMENTS......................,........,............................... 7 ARTICLE 16-CODE OF ETHICS..........................................................................................7 ARTICLE 17-lNDEPENDENT CONTRACTOR..,...... ......................... . ..... ..... ,... ........ . . . .... ...........7 ARTICLE 18-PATENT RIGHTS AND COPYRlGHTS....................................,...............................8 ARTICLE 19-NEWYORK STATE PARTICIPATION....................................................................8 ARTICLE 2o-FEDERAL PARTICIPATION...............................................................................8 ARTICLE 21-MISCELLANEOUS...............................................,.........................................8 ARTICLE 22- SUBCONSULTANTS/SUBCONTRACTORS ..............................................................9 ARTICLE 23 - FORCE MAJEURE........................................................................................9 ARTICLE 24 - DISPUTE RESOLUTION. ............................. ...... ......... ........... ,......... ,...............9 SCHEDULE A-SCOPE OF SERVICES .....................................................................................A-1 to A-5 SCHEDULE B-COST SUMMARY AND FEE SCHEDULE ....................................................B-1 to B-2 SCHEDULE C-ALLOW ABLE OVERHEAD ....................................................................................... C-l SCHEDULE D-SPONSOR'S CERTIFICATION FOR SELECTION OF CONSULTANTS....D-l to D-2 SCHEDULE E-RESOLUTION .............................................................................................................. E-l SCHEDULE F-OUTLINE FOR ENGINEER'S REPORT ..........................................................F-1 to F-4 SCHEDULE G-CERTIFICATION OF CONSULTANT .......................................................................G-l SCHEDULE H-AlRPORT AID PROGRAM......................................................................,..................H-l SCHEDULE I-NEW YORK STATE DOT REQUIREMENTS ....................................................1-1 to 1-3 P:\ProjeclUlI-TOWNOPSOUI'HOLD\2I10tO. Alrftdd~LS.cIoc ..... J 1 " LUMP SUM CONSULTANT AGREEMENT FOR DESIGN PROJECT: Airfield Lighting Elizabeth Field Airport This Agreement, made effective this day of , 2006, is by and between the Town of South old a New York municipal corporation, having an address at P.O. Box 1179, Southold, NY 11971 (hereinafter referred to as the "SPONSOR"), and C&S Engineers, Inc., a New York business corporation having its principal offices at 499 Co\. 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 I-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". The SPONSOR has completed or will complete a "Certification for Selection ofConsu!tant" in connection with the execution of this Agreement, a copy of which is attached hereto and made a part hereof as Schedule "D". 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$78,532, 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 II 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. IftL_ ~p~nJ~nD f~11. tt' __'., mY'RymeR. till. tfte aetJ8~l'MR' fur iWi.q~1S aRd UfJ8I1S88 'V!":6L:_ ~' ~u. I P:\Pn)ject\2II-TOWNOFSOUI'HOI..D\2I10m-Aitfteld~LS.doc 09104 , ' , ' (-45) days aft8l'reeeipt: afth.-.. C()!4.,ULIA1'l 1 S DIVb:ee tft8f8fer, tl~"h du; aIIlUWll~ d~ ti." CeU5tr....TMIT9ftelllJe iIlerlllliflQ at tile Rt.. of 1.5% per m6lltl:t K9Rl ~.;it f"T1:y_f;fth (1S~ 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 CONSULT ANT 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 J-.-ST ANDARD OF CARE, STANDARD PRACTICES, AND REQUIREMENTS The standard of care for all engineering and related services performed or furnished by the CONSULTANTunder 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 5-- 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. 2 P:\Prujalt\211. TOWNOPS0UTH0LD\211010. AlrfIiIId ~~.dac lI9IOl " , ' ~..CLE 6--CONSULTANT LIABILITY To the fullest extent pennitted by law, the CONSULTANT shall indenmify the SPONSOR against, and hold it harmless from, any suit, action, actual damage, and cost resulting solely from the negligent performance of services or omission of the CONSULTANT under this Agreement, up to the limits of any available insurance. Negligent performance of services, within the meaning of this Article, shall include, in addition to negligence founded upon tort, negligence based upon the CONSULTANT's failure to meet professional standards and resulting in obvious or patent errors in the services performed hereunder. Nothing in this Article or in this Agreement shall create or give to third parties any claim or right of action against the CONSULTANT or the SPONSOR beyond such as may legally exist irrespective ofthis Article or 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 "r', 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 CONSULT ANT 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 llpplOp' iate terms of this Agreement and these increases will be paid as an additional cost over and above the agreed amount. ARTICLE 8-NONDlSCRlMINATlON 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 subconsu1tant, subcontractor, or vendor as to operations to be performed within the State ofNew 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 fornon-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. 3 P:\Proja:I\211-TOWNOFSOUTIIOI.DUIIOIO-AlrfteId~LS._ ..... , , ARTICLE 9-WORKER'S COMPENSA nON 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, which certificate or certificates shall provide that the policies shall not be changed or canceled until thirty (30) days' written notice has been given to the SPONSOR. The kinds and amounts of insurance required are as follows: 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 ofl9l4, 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. B. Policy or policies of commercial genera1liability insurance, with broad form endorsement covering, among other things, the CONSULTANT's obligation under Article 6 hereof, with limits ofliability 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 anyone (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 anyone (l) accident; and not less than One Million Dollars ($1,000,000) for all damages arising out ofinjury to or destruction of property in anyone (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. 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 named as additional insureds, as their interests may appear, under the insurance coverages described in Paragraph B above, except for the coverage described in Subparagraph (3), which coverages shall be subject to all of the terms, exclusions, and conditions of the applicable policy. ARnCLE to-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 perllOI1, company, or corporation without the previous consent in writing of the SPONSOR, the 4 F,_".TOWNOFSClIJTIIOUJ\ZlOIO._~,"" - " 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 II-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 I2-ABANDONMENT OR AMENDMENT OF PROJECT AND TERMINATION A. ABANDONMENT OR AMENDMENT OF TIlE 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 B(1)(b) below shall govem payment to the CONSULTANT. B. TERMINA nON 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. S P:\PruJllet\2II.TOWNOPSOl/TIIOI..D'I211010.AlrfteId~U.dDa ..... ~'.' 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 CONSULT ANT 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, 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 ofrates and amounts of compensation to 6 P'~II-TOWNClfSllll'l1lllLWIIOIO-_~LS..... - 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" because of the passage of time. ARTICLE 14-INTERCHANGE OF DATA During the performance ofthis 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. ARTICLE IS-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 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 I&-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 "Q", 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. 7 P;\ProjIc:a\2II-TOWNOPscxrrHOl.IMI1010.AirftdI~.4oc - ARTICLE IS-PATENT RIGHTS AND COPYRIGHTS Any patentable result arising out oftbis Agreement, as well as alI infonnation, designs, specifications, know- how, data, and findings, shalI 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. 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 is to be financialIy aided in part by a Grant Agreement between the SPONSOR and the FAA as provided for under the Airport and Airway Development Act of 1970 (P .L. 91258). The SPONSOR and the CONSULTANT hereby agree to comply fully with the conditions set 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 "D", "F", "0", 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 FederaIlaws 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 the jurisdiction 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 oftbis Agreement. 8 P,\ProjooII211-1OWNOPSOl1TIl<JUl\2I1010._~..... ...... D. Any notice required under this Agreement shaJl be in writing, addressed to the appropriate party at the address set forth above, and shaJl be given personaJly; 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. ARTICLE 22- SUBCONSUL TANTS/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 shaJl include all stimdard required contract provisions, and such agreements shaJl be subject to review by the NYSDOT and the FAA. ARTICLE23--FoRCE~EURE 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 248 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 t1)sn arising out of or relating to this Agreement or the breach of any provision hereof ("disputes") 9Jii\4 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. 9 P:\PIojIa\2II-TOWNOPSOlJTIIOI.D\2.II010.AkfteId~ - c IN WITNESS WHEREOF, this Agreement has been executed by the SPONSOR, acting by and through the Supervisor ofthe Town of South old, 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 ofthe NYSDOT, the State Comptroller, and the FAA. SPONSOR CONSULTANT C&SEGj:: Jt.t eil Bru . ark, P.E. Town of Southold ~tf~,d SCott Russell By: By: Title: Supervisor Title: Managing Engineer Date: lOb!jl1lP Date: 1-!J. -ob 10 F:\Project\211 _ TOWN OF SOUTHOL0\21101O - Airfield Ligbting\Design\Agreements\Design-LS.doc 09104 SCHEDULE A SCOPE OF WORK Project Title: Airport Name: Services Provided: Airfield Lighting Elizabeth Field Design Project Description: The CONSULTANT shall provide required services to design the Airfield Lighting project (the "Project"). The Project will be performed and constructed by the SPONSOR with grant assistance from the F ederal Aviation Administration (FAA) Airport Improvement Program (AlP) and the New York State Department of Transportation (NYSDOT). This project generally consists of the removal and replacement of the existing airfield lights on the two runways. This will also include replacement offour existing PAPI's and REILS, lighted windcone, and all associated cables, conduits, regulators and other electrical equipment needed to operate such a system. The existing airfield guidance signs will remain. Services to be provided by the CONSULTANT shall include civil, electrical, structural, and geotechnical engineering services, as applicable, required to accomplish the following items ("Basic Services"): ADMINISTRA nON PHASE The CONSULTANT shall aid the SPONSOR by acting as its liaison and Project coordinator with the NYSDOT and the FAA during the Project's design. In addition, the CONSULTANT shall assist the SPONSOR in the preparation of paperwork required to secure funds for the Project. The specific services to be provided or furnished for this Phase of the Project are the following: 1. Preparation of grant application packages; coordination of their execution by the SPONSOR; and submission to the funding agencies. 2. Preparation of reimbursement request packages; coordination of their execution by the SPONSOR; and submission to the funding agencies. 3. During the Design Phase, to aid the SPONSOR by acting as its liaison and Project coordinator with the funding agencies. A-I F:\Project\211 . TOWN OF SOUTHOLD\21tOlO. Ait1lelcl LiJhtina\OeIip\Apecrnns\Daip-LS.doc ...... 4. The construction budget for the Project is $830,000. The CONSULTANT shall evaluate the feasibility of this budget, based upon the CONSULTANT'S experience as a design professional, and keep the SPONSOR apprised during each phase of the Project of the results of such evaluation. The CONSULTANT shall advise the SPONSOR as to options available forreducing construction costs to stay within the budget, if it appears likely that contractor bid prices will exceed this budget. 5. The design schedule is anticipated to be as follows: Anticipated Comoletion Date Notice to Proceed (NTP) Schematic Design Preliminary Design Final Design 10/1/06 11/15/06 12/30/06 2/28/07 SCHEMATIC DESIGN PHASE The Schematic Design Phase is intended to identify and evaluate alternatives to provide cost-effective and practical solutions for the work items identified. The CONSULTANT will evaluate alternatives tbrough contacts with local authorities, review of the pre-application, field investigations, and a practical design approach. The Project's design will take advantage oflocal knowledge and experience and will utilize expertise from recent construction projects in an effort to design a cost-effective Project. The specific services to be provided or furnished for this Phase of the Project are the following: 1. Schedule and conduct a pre-design meeting with the SPONSOR, the FAA, and the NYSDOT to review the scope of services and become familiar with the Project requirernents and operational concerns during the Project's construction. 2. Acquire and review record documents (such as plans, specifications, reports, and studies) to become familiar with data that is available for the Project. 3. Perform a preliminary Project site inspection to further familiarize the design team with Project areas. 4. Prepare preliminary plans identifying required field investigative programs. Develop a schedule of completion of required surveys and investigations to minimize interference with airport and tenant operations. Coordinate schedule with SPONSOR and supervise programs at the Project site as necessary. 5. Perform a preliminary environmental review, including the collection and review of available documents such as published wetland maps, soil conservation survey maps, and previous master plan and environmental archaeological studies, to identify potential impacts the Project may have on the environment. 6. Develop schematic designs and prepare preliminary opinion of probable construction costs for each major element of the Project. 7. Schedule and conduct a meeting with the SPONSOR to review the schematic design. PRELIMINARY DESIGN The services to be performed during this Phase consist generally of services required to furnish the SPONSOR with a set of Preliminary Plans, Specifications, and Engineer's Report (prepared using the format set forth in Schedule "F" to the Agreement). The specific services to be provided or furnished for this Phase of the Project are the following: I. Develop preliminary airfield lighting layouts, including light fixture spacing and cable circuitry A-2 P:\Project\211 _ TOWN OF SOUTH0LD\211010 _ Airftekl UJbdnl\Dellp\ApeerneIlI\DaIplLS.doc 0lJJ04 requirements. Investigate existing electrical system capacities and perform preliminary design of electrical power distribution and control systems. 2. Develop preliminary designs of structural Project elements, such as catch basins, manholes, culverts, building foundations, and tower foundations. 3. Conduct site inspections to verify site survey and other Project-related existing physical features and facilities. 4. Prepare preliminary Contract Drawings (approximately 50% complete) providing sufficient detail for review of design concepts by the SPONSOR, the FAA, and the NYSDOT. 5. Prepare general specifications and preliminarily develop technical specifications expected to be required for the proposed work. 6. Develop a draft construction phasing and operations plan that endeavors to limit interference by the Project's construction with airport and tenant operations. 7. Assist the SPONSOR in conducting a SEQR review of the Project, including completion of appropriate EAF forms and preparation and submission ofletters to governmental agencies requesting their review and determination regarding what, if any, impact the Project is expected to have on sensitive environmental areas. 8. Conduct wetland delineation and mapping; archaeological and other environmental investigations as required by governmental agencies during the SEQR review process. The cost of these services, if required, is not included in the CONSULTANT's original Scope of Services and shall therefore be an Additional Service, as described in Article II of the Agreement. 9. Update opinion of probable construction cost to reflect the outcomes of preliminary Project design. 10. Prepare written. design report documenting items such as design concepts, assumptions, and alternative designs. The contents of the report shaIl be consistent with Schedule "F". Identify conflicts with or deviations from FAA standards for design items, and request a waiver from the FAA if necessary. II. Submit sufficient copies of preliminary design documents to the SPONSOR, the FAA, and the NYSDOT for their review and comment. 12. Schedule and conduct a preliminary design review meeting to discuss and resolve SPONSOR comments. FINAL DESIGN PHASE The services included under this Phase shall generally consist of services required to furnish the SPONSOR with a complete set of Contract Documents for the Project, including Final Plans, Specifications, Engineer's Design Report, and opinion of probable construction costs. Services to be performed or furnished during this Phase may include revising the preliminary submittal information to comply with SPONSOR comments and then completion of the final design. Plans and Specifications, suitable for unit price bidding, will be completed; final design will be coordinated with the SPONSOR; and a complete set of bid documents will be furnished to the SPONSOR. A final opinion of probable construction cost and the fina1 Design Report will also be prepared and submitted. A final Construction Phasing and Operations PIan will be included as part of the specifications. The specific services to be provided or furnished for this Phase of the Project are the following: 1. Finalize airfield lighting layouts, electrical power distribution and system designs, and detail instal1ations. 2. Finalize pavement marking layouts, and detail installations. 3. Prepare final Contract Drawings. A-3 F:\ProJ-;:l\211 . TOWN OF SOUTHOl.D\211010. Airfield ~\DedJIMpeementI\OeIIp-LS.doc 09I0l 4. Perform a detailed quantity takeoff of all bid items to be included on the Contract Drawings and in the General Specifications of the Contract Documents. 5. Finalize General Specifications and prepare written Technical Specifications for all construction materials and installations. Finalize construction phasing and operations plan and include in Specifications. 6. Prepare final opinion of probable construction costs based upon the actual bid items and quantity takeoffs. 7. Finalize design report to be consistent with the final design. 8. Prepare stormwater pollution control plan and submit required documents to comply with stormwater permit requirements for construction projects. 9. Submit draft final documents to the SPONSOR, the FAA, and the NYSDOT for final review and comment. Schedule and conduct draft final review meeting with the SPONSOR to discuss and resolve final comments. 10. Reproduce and submit sufficient copies of bid documents to SPONSOR for bidding purposes. Bid documents shall consist of the Contract Drawings and Specifications. Cross-sections and soils investigation data shall also be provided to bidders for informational purposes. BID PHASE The Bid Phase is that time frame between completion of the design process and beginning of actual construction when the SPONSOR publicly advertises and receives bids, awards contracts to the lowest responsible bidder, and executes a construction contract to perform the work with the successful contractor(s). The CONSULT ANT shall assist the SPONSOR during this Phase as required. The specific services to be provided or furnished for this Phase of the Project are the following: I. Assist the SPONSOR in the advertisement of the Project and issuance of bid documents. 2. Receive and respond as required to questions from potential bidders regarding the Contract Documents. 3. Schedule and conduct pre-bid conference( s) if requested by the SPONSOR and advise the SPONSOR on matters relating to design. Prepare meeting minutes of the pre-bid conference(s). 4. Prepare addenda to the bid documents after advertisement and prior to bidding as required upon the SPONSOR'S approval. 5. Upon receipt of bids, perform bid reviews. The bid review shall include items such as a check of the contractor's bid extensions, bid security, execution of bid, non-collusive bidding certificate, EEO certification, statement of surety's intent, addenda receipt, "Buy American" certificate, subcontractors and suppliers list, Disadvantaged Business Enterprise (DBE) certification, eligibility certification, corporate bidder's certification, non-discrimination statement and nonsegregated facilities certificate. Request evidence of competency and evidence of financial responsibility from the contractor. Review contractor's list of personnel, list of equipment, and financial statement. Formal contact of the contractor's references shall be made upon SPONSOR'S request or if the contractor has no past working relationship with the CONSULTANT, the SPONSOR, the FAA, or the NYSDOT. 6. Prepare a final bid tabulation, recommendationlrejection of award to the SPONSOR, and a sample award letter. Request concurrence ofaward from the FAA and the NYSDOT. 7. Upon award of contract, prepare conformed copies of contracts; coordinate contractor's execution of contract; review contractor's bonds, insurance certificates, and DBE plan; review contractor's submission with SPONSOR; coordinate SPONSOR'S execution of the contract; and assist in distributing copies of executed contracts to the contractor, the FAA and the NYSOOT. A-4 F:\Projecc\211 _ TOWN OF SOlffH0LD\211010. Airfidd Ua/ldDl\DeliJD\A~OeII....LS.doc 0M)4 8. Coordinate Notice to Proceed (NTP) for construction. Contact FAA for permission to issue NTP. Prepare a sample NTP letter for the SPONSOR to send to the contractor. END OF SCHEDULE A-S F:\Praject\111 . TOWN OF SOUTH0LD\211010. Airfield u....\Dellp~LS.doc ...... IIIENGINEERS DESIGN BUILD ARCHITECTURAUENGINEERING TECHNICAL RESOURCES OPERATIONS COST SUMMARY SCHEDULE "B" DESIGN PHASE PROJECT NAME: Airfield Lighting DATE: 13-Jun-06 PROJ DESCRIPTION AIrfield L19hting AlE: C & S ENGINEERS, INC, PROJECT NO: 211.010 CLIENT: Town 01 Southold CAS CONTACT: BWC CLIENT MANAGER: Tom Doherty I. DIRECT SALARY COSTS: MAXIMUM AVERAGE RATE OF PAY RATE OF PAY TITLE (SlHR) (SlHR) @ HOURS COST A. SERVICE GROUP MANAGER $59.40 $57.80 X 0 SO.OO B. MANAGING ENGINEER $55.20 $44.70 X 82 $3,665.00 C, SENIOR PROJECT ENGINEER $42.40 $35.80 X 18 $573,00 D. PROJECT ENGINEER $37.50 $31.20 X 24 = $749.00 E. ENGINEER $27.90 $25,80 X 338 $8,853.00 F, STAFF ENGINEER $25.50 $24.00 X 160 = $3,840,00 G. SENIOR DESIGNER $30.30 $28.70 X 184 = $5,281.00 H. DESIGNER $24.30 $21.50 X 80 $1,720.00 I. CADD DESIGNER $22.70 $19.50 X 0 = $0.00 J. CADD OPERATOR $22.10 $19,20 X 0 = $0,00 K, TECHNICAL TYPIST $23.40 $21.00 X 40 $840.00 L. GRANTS ADMINISTRATOR $28.70 $25.40 X 24 = $810.00 M. MANAGER AIRPORT PLANNING $41.40 $39,40 X 0 = SO,OO N. SENIOR PLANNER $33.10 $30.90 X 0 = SO.OO O. PLANNER $30,90 $27.20 X 0 = $0.00 P. STAFF PlANNER $21.00 $19,80 X 0 = $0.00 a. PROJECT ARCHITECT $34.80 $32.80 X 0 = $0.00 R. STAFF ARCHITECT $24.50 $23,30 X 0 = $0,00 S. SENIOR PROJ GEOlOGIST (SOILS ENG) $41.90 $40,80 X 0 = SO.OO T. GEOlOGIST $29.10 $22,10 X 0 . $0,00 U. SENIOR PROJECT SCIENTIST $41.80 $39.80 X 0 . $0.00 V. ENVIRONMENTAL SCIENTIST $28.90 $25,20 X 0 $0,00 W. ENVIRONMENTAL ANALYST $23.20 $20.50 X 4 . $82,00 X. SENIOR CONSTRUCTION SUPERVISOR $53.60 $48.60 X 0 $0.00 Y. RESIDENT ENGINEER $37.50 $34.20 X 0 SO.OO Z, CHIEF INSPECTOR $32,00 $28.90 X 0 . SO,OO AA. SENIOR INSPECTOR $30,90 $27.70 X 0 = SO,OO B8. INSPECTOR $30.30 $28.50 X 0 = $0,00 ce, JUNIOR INSPECTOR $18,80 $17.60 X 0 = SO,OO DO, CONSTRECORDSSPEC~IST $23,30 $22.80 X 0 SO,OO EE. PARTY CHIEF $42,00 $40,00 X 0 . SO.OO FF. INSTRUMENT MAN $39,10 $37.20 X 0 = SO,OO 00, RODMAN $39.10 $37.20 X 0 = $0,00 TOTAL ESTIMATED DIRECT SALARY COST: $28,013.00 P. OVERHEAD EllPENllES & PAYROLL BURDEN PER SCHEDULE'C". (AUDITABLE. ESTIMATED AND EXPRESSED /4S A PERCENTAGE Of DIRECT SALARY COET): 155.00% $40,320,00 II. SUBTOTAL OF ITDIS I &.: $88.333,00 IV. ESTIMATE OF DIRECT EXPENSES: A. TRAVEL. BY AUTO: D. MISCELLANEOUS: 1 TRIPS @ 150 MILESlTRIP @ $0.445 = $66.75 TRIPS @ 2 PERSONS @ $600.00 = $1.200.00 DAYS @ 2 PERSONS@ $169.00 = $338.00 = $351.25 TOTAL ESTIMATE OF DIRECT EXPENSES: $1.956.00 B. TRAVEL. BY AIR: C. PER DIEM: V. rmm FEE U'flOFIT, LUMP SUM): A. LABOR PLUS OVERHEAD: 15% (OF III.) $9.950.00 B. DIRECT EXPENSES: 15% (OF IV.) $293.00 TOTAL FIXED FEE: $10.243.00 VI. SUBCONTRACTS: A. ESTIMATE OF TOPOGRAPHICAL SURVEYS: B. ESTIMATE OF SUBSURFACE INVESTIGATION & TESTS: 1 MOBILZATIONlDEMOBILIZA TION: LUMP SUM = $0.00 2 PAVEMENT CORES: 0 EACH @ $50.00 = $0.00 3 CONTINUOUS SAMPLING: 0 L.F.@ $18.00 = $0.00 4 OBSERVATION WELL: 0 L.F.@ $15.00 = $0.00 5 TEST PITS: 0 EACH @ $250.00 = $0.00 6 FIELD CBR: 0 EACH @ $250.00 = $0.00 7 FIELD DENSITY TESTS: 0 EACH @ $35.00 = $0.00 6 MECHANICAL ANALYSIS: 0 EACH @ $35.00 = $0.00 9 LABORATORY PROCTORS: 0 EACH @ $100.00 = $0.00 10 LABORATORY CBR. 1 PT.: 0 EACH @ $150.00 = $0.00 11 LABORATORY CBR, 3 PT.: 0 EACH@ $350.00 = $0.00 12 A TTERBERG LIMITS: 0 EACH @ $55.00 = $0.00 13 NATURAL MOISTURE CONTENT: 0 EACH @ $6.00 = $0.00 14 HYDROMETER ANALYSIS: 0 EACH @ $60.00 = $0.00 TOTAL ESTIMATED SUBSURFACE INVESTIGATION & TESTS: $0.00 $0.00 VII. TOTALS: A. ESTIMATE OF MAXIMUM TOTAL COST FOR DESIGN SERVICES, AGREEMENT TOTAL a FAA ELIGIBLE: $78,532.00 84 ',',:(;}S':L~,4; SCHEDULE C C&S ENGINEERS, INC. 499 COL. Ell.EEN COLLINS BL YD. SYllACUSE,~13212 PROJECTED ALLOW ABLE OVERHEAD FYE 12/31/04 SALARY OVERHEAD (pAYROLL BURDEN) Vacation & Holiday Sick & Personal Meetings Conventions & Education FICA Taxes U. E. Taxes WC Insurance Group Insurance Bonus Employee Benefits Payroll Preparation TOTAL GENERAL & ADMINISTRATIVE OVERHEAD Indirect Labor Clerical & Administrative Project Development Office Supplies & Services Office Equipment Rent & Maintenance Library & Intemet/Intranet Travel Expenses Insurance Depreciation Rent & Janitorial Utilities & Maintenance Telephone Auto Expenses Dues & Fees Workshops, Seminars, & Education Legal & Accounting TOTAL TOTAL ALLOWABLE OVERHEAD TOTAL DIRECI' LABOR C-l P'_II.TOWNOPSOIITIIOIJl\2I1010-AIrlIoId~U."" DOLLARS 1,210,000.00 360,000.00 140,000.00 1,025,000.00 125,000.00 75,000.00 950,000.00 200,000.00 300,000.00 25,000.00 $4,410,000.00 1,740,000.00 1,475,000.00 1,700,000.00 600,000.00 660,000.00 175,000.00 450,000.00 500,000.00 160,000.00 740,000.00 200,000.00 255,000.00 150,000.00 85,000.00 152,500.00 110,000.00 $9,152,500.00 $13,562,soo.00 S8, 750,000.00 MULTIPLIER 13.83% 4.11% 1.60% 11.71% 1.43% 0.86% 10.86% 2.29% 3.43% 0.29% 50.40% 19.89% 16.86% 19.43% 6.86% 7.54% 2.00% 5.14% 5.71% 1.83% 8.46% 2.29% 2.91% 1.71% 0.97% 1.74% 1.26% 104.60% 155.00% 100.00% ...... SCHEDULE"D" U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRPORT IMPROVEMENT PROGRAM SPONSOR CERTIFICATION Town of Southold SELECTION OF CONSULTANTS Elizabeth Field Airfield Lighting Project 3-36-0029-13-06 Title 49, United States Code, section 47105(d), authorizes the Secretary to require certification from the sponsor that it will comply with the statutory and administrative requirements in carrying out a project under the Airport Improvement Program (AIP). General standards for selection of consultant services within Federal grant programs are described in Title 49, Code ofFedera1 Regulations (CFR), Part 18.36. Sponsors may use other qualifications-based procedures provided they are equivalent to specific standards in 49 CFR 18 and FAA Advisory Circular 150/5100-14, Architectural, Engineering, and Planning Consultant Services for Airport Grant Projects. Except for the certified items below marked not applicable (NI A), the list includes major requirements for this aspect of project implementation, although it is not comprehensive, nor does it relieve the sponsor from fully complying with all applicable statutory and administrative standard. 1. Solicitations were (will be) made to ensure fair and open competition from a wide area of interest. 2. For contracts over 5100,000, consultants were (will be) selected using competitive procedures based on qualifications, experience, and disadvantaged enterprise requirements with the fees determined through negotiations. 3. A record of negotiations has been (will be) prepared reflecting considerations involved in the establishment of fees, which are not significantly above the sponsor's independent cost estimate. 4. If engineering or other services are to be performed by sponsor force account personnel, prior approval was (will be) obtained from the FAA. 5. The consultant services contracts clearly establish (will establish) the scope of work and delineate the division of responsibilities between all parties engaged in carrying out elements of the project. 6, Costs associated with work ineli81ble for AIP funding are (will be) clearly identified and separated from eligible items in solicitations, contracts, and related project documents. 0-1 P:\PTojea\111.TOWNOPSOl1FIIOI..IJ\21iOIO-AirfteIII~LS.doc Yes No NIA o o o o o o o o o o o o o o o o o o ..... Yes No N/A 7. Mandatory contact provisions for grant-assisted contracts have been 0 0 0 (will be) included in consultant services contracts. 8. The cost-plus-percentage-of-cost methods of contracting prohibited 0 0 0 under Federal standards were not (will not be) used. 9. If the services being procured cover more than the single grant project referenced in this certification, the scope of work was (will be) 0 0 0 specifically described in the advertisement, and future work will not be initiated beyond five years. I certify, for the project identified herein, responses to the forgoing items are accurate as marked and have prepared documentation attached hereto for any item marked "no" that is correct and complete. SPONSOR TOWN OF SOUTHOLD By: Thomas DohertY Title: Airport Manager Date: END OF SCHEDULE D-2 - F:\Pr0ject\211 . TOWN OPSOUTIIOI.D\211010. Airftekl UahdaI\fleIIJft\Ar .- '. U.dDc SCHEDULE E (RESOLUTION TO BE INSERTED) P:\ProjIcI\1II. TOWN OF SOU'I1IOLD\211010 - AfrfWd ~\DeIIp"-" .~cIoc ..... SCHEDULE F ENGINEER'S REPORT The following has been compiled as guidance covering what will be reflected in an Engineer's Report: Chapter I - Introduction I. Scope--A brief explanation of the scope of the proposed development as indicated in the Tentative Allocation, and how it fits in with the present and future development of the airport as shown on the approved Airport Layout Plan. This is not to be construed as another justification of the item(s) which has (have) already been accomplished during the development and processing of the Request for Aid. However, the Request for Aid and Tentative Allocation letter should be included in this section. 2. Environmental and Safety Consideration- Fulfillment of environmental consideration and corrnnitments as per the project Environmental Clearance issued by the FAA and AC 150/5370-2, "Operational Safety on Airports During Construction." 3. Applicable FAR Part 77 Surfaces. Include sketch of applicable FAR Part 77 surfaces showing any obstruction, plan, and profile, and any pertinent data and/or discussion concerning them, especially with respect to the proposed project. 4. State what is the critical aircraft for design purposes and the basis of selection. Chapter II - Design I. Design Standards-A listing of the applicable Advisory Circulars that are current on the date of the Tentative Allocation as shown in the latest tri-annuallisting in the Federal Register and which are mandatory as per Paragraph 83 and Appendix I ofF AR Part 152. In the event the SpONsoRlEngineer wishes to use either draft or non-mandatory Advisory Circulars or other standards, a written request, including the rationale therefore, shall be promptly submitted through the SPONSOR for FAA consideration and inclusion in the report. The processing of the request shall be accomplished in accordance with Order 5300.1A. Include a discussion as to any variances from the design standards and request for waivers. 2. Unusual Local Conditions-Identification and explanation of local conditions not covered by the standards listed in above item (I) which will require modification. This should include a discussion of the local condition, alternative solutions, recommended solution, and the rationale for same. The discussion shall also include economics, scheduling, methods, and effect on other facilities, operations, parties, etc. Some typical items that may generate this type of discussion are: A. unusual soil classification, including drainage and structural characteristics; B. unusual weather conditions, such as precipitation and temperature; C. availability, proximity, and costs of construction material, manpower, on and off-site equipment, and plans, etc.; D. special design to accommodate unusual equipment and/or operations (e.g., off-hour construction or non-standard construction procedures). 3. Lighting-Discussion should include the following: F-I F:\ProjeQ\111 - TOWN OF sotJTHOLD\211010 - AirfteId Uahdal\Daip\Apeementl~LS.doc ....,. A. Lighting system layout, including approach survey for V AS!. B. Plan and profile sketch for NA V AID projects. C. Series lighting design (HIRL, MIRL, MITL, Centerline, TDZ), including: 1) Physical layout sketch; 2) Present regulator rating, condition, and load; 3) Proposed load under this project; 4) Future load; 5) Wire sizes and length of runs. Chapter III - Contract Provisions and Eligibility 1. Contract Technical Provision_Discussion on the adaptation of the construction contracts' technical provisions in order to avoid conflicts between the technical requirements of the SPONSOR, the FAA, and other Grantor Agencies. Typical areas for consideration are: A. Asphalt and concrete pavements (e.g., P-4OJ & P-50l) B. Drainage structures C. Fencing (type, etc.) D. Concrete E. Turfing F. Excavation and embankment G. Painting H. Alternate bids 2. Contract General Provislons-(Non- Technical). Discussion on the adaptation of the construction contract's general (non-technical) provisions in order to avoid conflicts between the procurement requirements of the SPONSOR, the FAA, and other Grantor Agencies. Typical areas for consideration are: A. Definitions B. State, Federal, and local wage rates and labor provisions C. EEO provisions, including Hometown or Imposed Plans D. Insurance E. Bid, payment and performance bonds F. Payment provisions and application Change Orders Claims Material submissions, substitutions and approvals Survey and layout procedure and responsibility F-2 F:\Pr0ject\211 . TOWN OF SOUTH0LD\21 1010. Airfield IJahdnI\DaiIJl\AIJUfIISllI\Delip-LS.doc G. H. I. J. K. Extra work 09IlM L. Guaranty and warranty procedure and responsibility M. "As Built" information and responsibility N. Pre-Construction Conference O. Notice to Proceed P. Stop Orders Q. Time extensions R. Airport operations and requirements S. Repair and/or replacement or damage facility requirements T. Work schedule (bar chart, PERT, etc.) U. Bidding forms and requirements V. SPONSOR and Grantor Agency authority and responsibilities W. Safety (Order EA 5210.1) 3. Non-Eligible Work. Identification, justification and details of separation of non-eligible work to be included in ADAP contract. This shall also cover the impact that the non-eligible work will have on costs and scheduling of ADAP work. 4. Eligible Work to be Done by Others--Identification, justification and details of eligible work to be done by others, such as utility companies, Sponsor Force Account, etc. This shall also cover the impact that others doing eligible work will have on costs and scheduling of ADAP work. S. Scheduling and Coordination-Identification, justification and details of scheduling and coordination where project work will impact or be impacted by other parties and/or activities such as airport users, airlines, public, FBO, National Weather Service, FAA Sponsor, other contractors, military, utilities, concessionaires, etc. This discussion shall also cover the economic conditions of the general and local construction market conditions, with a view to obtaining the most advantageous bids. Included in the discussions should be what effect the Grantor Agency's (FAA, State, Sponsor, etc.) commitments have on the schedule. 6. Construction Inspection and Testing. Discussion of construction inspection, sampling, and testing, which shall include personnel, experience, techniques, methods, standards, results, timing facilities, etc., and their relationship to the requirements of the approved Engineering Agreement and construction contract. 7. Submittal of the Engineer's Report. The Engineer's Report will accompany each submittal of the plans and specifications, to the degree of development commensurate with the submittal itself. The Sponsor/Engineer must understand that without submittal of the Engineer's Report, the plans and specifications will be returned without comments. 8. Project Completion. When the Record Drawings are submitted, the Engineer's Report will be updated and submitted to reflect the changes that took place during construction. Updating should include the departures taken, and explanation from the As-Advertised plans and specifications. END OF SCHEDULE F-3 F:\Pro.JClc'\2.ll. TOWN OF SOUTH0LD\211010 - Airfield UJhtbll\Desian\A~LS.cIDc ...... SCHEDULE G CERTIFICATION OF CONSULTANT t:I\. I hereby certify that I ~Manager of the Airport Services Group and a duly authorized representative of the firm ofC&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 (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the Contract except as here expressly stated (if any): I acknowledge that this certificate is to be furnished to the Federal Aviation Administration of the United States Department of Transportation, in connection with this Contract, involving participation of Airport Improvement Program (AlP) funds, and is subject to applicable state and Federa1laws, both criminal and civil. r - 5-oh Date ~l%L~Lt- Managing Engineer END OF SCHEDULE G-I F:\Projecl\2tl.TOWNOF SOlrI'H0LD\211010.AIrfleId UJbdal\~.....l.S.doc O!IJOI .' SCHEDULE H AIRPORT AID PROGRAM Contractor Contractual Requirements Civil Rights Act of 1964, Title VI - 49 CFR Part 21 During the performance of this contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1. Compliance with Regulations. The contractor shall comply with the regulation relative to nondiscrimination in federally assisted programs of the Depanment ofTransportation (hereinafter. "DOT") Title 49, Code of Federal Regulations. Part 21, as they may be amended from time 10 lime, (hereinafter referred to as the Regulations), which are herein incorporated by referenc:e and made a part of this contract. 2. Nondlscrimlnation. The contractor. with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color. or national origin in the selection and retention of subcontractors, including procurements of material and leases of equipment. Tbe contractor shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a programs set forth in Appendix B of the Regulations. 3. Solicitation ror Subcontracts, Including Procurements or Materials and Equipment, In all solicitations, either by competitive bidding or negotiation, made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment. each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the regulations relative to nondiscrimination on the grounds of race, color, or national origin. 4. Inrormation and Reports. The contractor shall provide all information and reports required by the regulation or directives issued pursuant theretO and shall permit access to its books, records. accounts. other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration (FAA) 10 be perlinentto ascertain complianc:e with such regulations, orders and instructions. Where any information required of a contractor shall so certify to the sponsor or the FAA. as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions ror Noncompliance, In the event of the contractor's noncompliance with the nondiscrimination provisions of this contract, the sponsor shall impose such contract sanction as it or the FAA may detennine to be appropriate. including but not limiled to .. <a) withholding of payments to the contractor nuder the contractor under the contract until the contractor complies, and/or (b) canc:ellation, termination, or suspension of the contract. in whole or in part. 6. Incorporation or Provisions. Tbe contractor shall include the provisions of paragraphs I through 5 in every subcontract, including procurements of materials and leases of equipment, unless exempt by the regulations or directivities issoed pursuant thereto. Tbe contractor shall take such action with respeclto any subcontract or procurement as the sponsor of the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in or is threatened with, litigation with a subcontractor or supplier as a result of sucb direction, the contractor may request the sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, the contractor may request the United States to enter into such litigation to protect the interest of the United States. Disadvantaged Business Enterprise (DBE) Assurances 49 CFR Part 26 1. Policy. It is the policy of the Department of Transportation (DOn that disadvantaged business enterprises, as defined in 49 CPR Part 23, shall have the maximum opportunity to participate in the performanc:e of contracts and subcontracts finances in whole or in part with Federal funds under this agreement. 2. DBE Obligation. Tbe contractor agrees to ensure that disadvantaged business enterprises, as defined in 49 CPR Part 23 have the maximum opportunity to participate in the performanc:e or contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all contractors shaU take all necessary and reasonable steps in accordance with 49 CPR Part 23 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contrKls. Contractors shall not discriminate on the basis or race, color. national origin, or sex in the award and performance of DOT assislA!d contracts. H-1 P:\Projecl\211 - TOWN OF sotJTHOI..DUIIOIO- AirfIeld UIbdnI~LS.doc 00/01 .Airport and Airway Improvement Act of 1982, Section 520 General Civil Rights Provisions 49 V.S.C. 47123 The contractor assures that it will comply with peninent statutes, executive orders and such rules as are promulgated to assure that nn person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from panicipating in any activity conducted with or benefiting from Federal assistance. This provision ohligates the tenantlconcessionairellessee or its transferee for the period during which Federal assistance is extended to the airpon a program, except where Federal assistance is to provide, or is in the fonn of personal property or real property or interest therein or structures or improvements thereon. In these cases the provision obligates the pany or any transferee for the longer of the following periods: (a) the period during which the propeny is used by the airpon sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits or (b) the period during which the airport sponsor or any transferee retains ownership or possession of the property. In the case of contractors, this provision binds the contractors from the bid solicitation period through the completion of the contract. This provision is in addition to tbat required of Title VI of the Civil Rights Act of 1964. Access to Records and Reports 49 CFR Part 18.36(i) The Contractor sball maintain an acceptable cost accounting system. The Contractor 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 contractor which are directly peninentto the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and repons required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. Rights to Inventions 49 CFR Part 18.36(1)(8) All rights to inventions and materials generated under this contract are subject to regulations issued by the FAA and the Sponsor of the Federal grant under which this contract is executed. Lobbying and Influencing Federal Employees 49 CFR Part 20, Appendlx A (I) No Federal appropriated funds shall be paid, by or on bebalf of the contractor, 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 the making of any Federal grant and the amendment or modification of any Federal grant. (2) If any funds other than Federal appropriated funds bave 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 Congresa in connection with any Federal grant, the contractor sball complete and submit Standsrd Form-LLL, "Disclosure of Lobby Activities," in accordance with its instructions. Trade Restriction Clause 49 CFR Part 30 The contractor or subcontractor I by submission of an offer and/or execution of a contract. certifies that it: a. 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 published by the Office of the United States Trade Representative (USTR); b. bas not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country on said list, or is owned or controlled directly or indirectly by one or more citizens or nationals of. foreign country on said list; c. bas not procured any product nor subcontracted for the supply of any product for use on the project that is prodnced in a foreign country on said list. Unless the restrictions of this clause are waived by the Secretary of Transponation in accordance with 49 CPR 30.17, no contract shall be awarded to a contractor or subcontractor who i. unable to certify to the above. If the contractor knowingly procures or H-2 F:\Project\211 - TOWN OF SOUTH0LD\211010 - A1rftekIlJ&bdDI\DaIpI\A.,..a\DalplJl.doc ...... subcontracts for the supp!y of.apy, product or service of a foreign country on said list for use on the p'roject. the Federal A viatian Administration may direct through the Sponsor cancellation of the contract at no cost to the Government~ . I " Further, the contractor agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower tier subcontracts. The contractor may rely on the certification of a prospective subcontractor unless it has knowledge that the certification is erroneous, The contractor sball provide immediate wrinen notice to the sponsor if the contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subcontractor agrees to provide written notice to the contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. This certification is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the contractor or subcontractor knowingly rendered an erroneous certification. the Federal Aviation Administration may direct through the Sponsor cancellation of the contract or subcontract for default at no cost to the Government. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith. the cenification required by this provision. The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. This cenification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent cenification may render the maker subject to prosecution under Title 18, United States Cnde, Section 1001. Termination of Contract 49 CFR Part 18.36(i)(2) a. The Sponsor may. by written notice. terminate this contract in whole or in part at any time. either for the Sponsor's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in perfonning this contract, whether completed or in progress, delivered to the Sponsor. b. If the terrgination is for the convenience of the Sponsor. an equitable adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on unperfonned services. c. If the termination is due to failure to fulfill the contractor's obligations, the Sponsor may take over the work and prosecute the same to completion by contract or otherwise. In such case, the contractor shall be liable to the Sponsor for any additional cost occasioned to the Sponsor thereby. d. If, afier notice of tennination for failure to fulfill contract obligations, it is detennined that the contractor had not so failed, the termination sball be deemed to have been effected for the convenience of the Sponsor. In such event, adjustment in the contract price shall be made as provided in paragraph 2 of this clause. e. The rights and remedies of the sponsor provided in this clause are in addition to any other rights and remedies provided by law or under this contract. Breach of Contract Terms 49 CFR Part 18.36 Any violation or breach of terms of this contract on the part of the contractor or their subcontractors may resu1t 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. The duties and obligations imposed by the Contract Documents and the rights and remedies available there under sball be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. H-3 F:\Pr0jecC\211 . TOWN OF SOLrnlOlD\211010 - Airfield lJablq;\Daip\Apen"'\DaipU.doc ..... Davis - Bacon Act Provisions 1. All mechanics and laborers employed or working upon the site of the work will be paid unconditionally and not less often than once a week and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CPR Pan 3), the full amounts due at time of payment computed at wage rates not less than those contained in the wage detenninatioD decision(s) of the Secretary of Labor which is (are) attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics; and the wage determination decision(s) shall be posted by the contractor at the site of the work in a prominent place where it (they) can be easily seen by the workers. For the purpose of this paragraph, contributions made or costs reasonably anticipated under Section l(b) (2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of Subparagraph 4 below. Also for the purpose of this paragraph, regular contributions made or costs incurred for more than a weeltly perind under plans, funds, or programs, but covering the particular weeltly perind, are deemed to be constructively made or incurred during such weeltly perind [29 CPR 5.5(a)(I)(i)). 2. Any class of laborers or mechanics, including apprentices and trainees, which is not listed in the wage determination(s) and which is to be employed under the contract, shall be classified or reclassified conformably to the wage determination(s), and a report of the action taken shall be sent by the SPONSOR to the FAA for approval and transmittal to the Secretary of Labor. In the event that the interested parties cannot agree on the proper classification or reclassification of a particular class of laborers and mechanics, including apprentices and trainees, to be used, the question accompanied by the recommendation of the FAA shall be referred to the Secretary of Labor for final determination [29 CPR 5.5(a)(1)(ii)]. 3. Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly wage rate and the contractor is obligated to pay a cash equivalent of such a fringe benefit, an hourly cash equivalent thereof shall be establisbed. In the event the interested parties cannot agree upon a cash equivalent of the fringe benefit, the question accompanied by the recommendation of the FAA shall be referred to the Secretary of Labor for determination [29 CPR 5.5(a) (l)(iii)).a 4. If the Contractor does not make payments to a trustee or other third person, he may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing benefits under a plan or program of a type expressly listed in the wage determination decision of the Secretary of Labor which is a part of this contract. Provided, however, the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. END OF SCHEDULE H-4 F:\Projecc\211 - TOWN Of SOUTH0LD\21tOtO. AirfteId UaJldnl\DelllD~l.S.dDc 09104 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 '~his contract") agree to be bound by the following clauses which are hereby made a part of the contract (the word "Contractor" herein refers to any party other than the State. whether a contractor, licensor, licensee, lessor. lessee, or any other party): I. Executory Clause. In accordance with Section 41 ofthe State Finance Law, the Slate 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 previous consent, in writing, of the State and any attempts to assign the contract without the State's written consent are null and void. The Contractor may. however, assign its right to receive payment without the State's prior written consent unless this contract concerns Certificates of Participation pursuant to Article 5-A ofthe State Finance Law. 3. Comptroller's Approval. In accordance with Section 112 of the Slate Finance Law (or, iftllis contract is with the Slate University or City University of New York, Section 355 or Section 6218 of the Education Law), if this contract exceeds $5,000 ($20,000 for certain S.U.N.Y. and C.U.N.Y. contracts), or if this is an amendment for any amount to a contract which, as so amended, exceeds said statutory amount, or if, by this contract, the State agrees to give something other than money, it shall not be valid, effective, or binding upon the State until it has been approved by the State Comptroller and filed in his office. 4. Worker's Coml"'nsation 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. 5. Non-Discrimination Requirements. In accordance with Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non-<liscrimination provisions, the Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, disability, or marital status. Furthermore, in accordance with Section 22Q-e of the Labor Law, ifthis 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 perfonn 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 contr1Ct as defined in Section 230 of the Labor Law, then, in accordance with Secrion 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 perfonn 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 statues, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and payor provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law. 7. Non-Collusive Bidding Requirement. In accordance with Section 139-<1 of the State Finance Law, if this contract was awarded based upon the submission of bids, Contractor warrants, under penalty of perjury, that its bid was arrived at independently and without collusion aimed at restricting competition. Conlnlctor fin1ber warrants that, at the time contractor submitted its bid, an authorized and responsible person executed and delivered to the State a non-collusive bidding certification on Contractor's behalf. I-I F:\PROJECI'\2tl . TOWN OF SOUTHCJl..DUt Iota - AlRFlm.D UOH1'1NG\DSSlGN\AGRBEMENTS\DSSION-LS.DOC ..... '-.I 8. International Boycott Prohibition. In accordance with Section 220-f ofthe Labor Law and Section 139-h ofthe State Finance Law, if this contract exceeds 55,000, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, finn, 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 240,1 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 105.4). 9. Set'()ffRights. The State shall have all of its common law and statutory rights of set-off. These rights shall include, but not be limited to, the State's option to withhold for tbe 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 tenn of this contract, plus any amounts due and owing to the State for any other reason including. without limitation, taX delinquencies, fee delinquencies, or monetary penalties relative thereto. The State shall exercise its set.off rights in accordance with normal State practices 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 establisb 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, ifno 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 ofthe 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. II. Identifying Information and Privacy Notification: (a) Federal Employer Identification Number andlor Federal Social Security Number. All invoices or New York State standard vouchers submitted for payment for the sale of goods or services or the lease of real or personal property to a New York State agency must include the payee's identification number. (i.e., the seller's or lessor's identification number). The number is either the payee's Federal employee identification number or Federal social security number, or both such numbers when the payee has both such numbers. Failure to include this number or numbers may delay payment. Where the payee does not have such number or numbers. the payee, on his invoice or New York State standard voucher, must give the reason or reasons why the payee does not have such number or numbers. (b) Privacy Notification. (I) 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 Cormnissioner 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 New York State's Central Accounting Systern by the Director of State Accounts, Office of the State Comptroller, AESOB, Albany, New York 12236. 12. Equal Employment Opportunities For Minorities And Women. In accordance with Section 3 I 2 of the Executive Law, if this contract is: (i) a written agreement or porehase order instrument, providing for a total expenditure in excess ofS25,ooo.oo, 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 lilmished to, the contracting agency; or (ii) a written agreement in excess ofSI 00,000.00 whereby a 1-2 P:\PROIBC"Nll . TOWN OP SOl11'HOLD\211010 - AJUIIBLD UGH11NO\DIlI1ON\AGUBMBNTS\DBStGN-LS.DOC 09J04 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 (Hi) a written agreement in excess of $1 00,000.00 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 Uld improvements thereon for such project, then: (a) The contractor will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability, or marital status, and will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of payor 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 win affirmatively cooperate in the implementation of the contractor's obligations herein; and (c) the contractor shall state, in all solicitations or advertisernents 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 win include the provisions of Ola", "b", and uc", 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; or (iii) banking services, insurance policies orthe sale of securities. The State shall consider compliance by a contractor or subcontractor with the requirements of any federal law concerning equal employment opportunity which effectuates the purpose of this section. The contracting agency shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such duplication or conflict exists, the contracting agency shall waive the applicability of Section 312 to the extent of such duplication or conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the Governor's Office of Minority and Women's Business Development pellaining hereto. 13. Conflicting Terms. In the event ofa conflict between the terms of the contract (including any and all attachments thereto and amendments thereof) and the terms ofthis Appendix A, the terms of this Appendix A shall control. 14. Goveming Law. This contract shall be governed by the laws of the State of New York except where the federal supremacy clause requires otherwise. IS. Late Payment. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by Attiele XI-A oflhe 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 be registered or certified mail, return receipt request. Service hereunder shall be complete upon contractor's actual receipt of process or upon the State's receipt of the return thereof by the United States Postal Service as refused or undeliverable. Contractor must promptly notifY the State, in writing, of each and every change of address to which service of process can be made. Service by the State to the last known address shall be sufficient. Contractor will have thirty (30) calendar days after service hereunder is complete in which to respond. END OF SCHEDULE 1-3 F:\PR.O.Ja:'Ntl . TOWN OF SOUTHOLI>\211010. AIRFIElD UOHTING\DSSIOH\AOIBEMBNTS\DSSlGN-LS.DOC 09IlM