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HomeMy WebLinkAboutNorth Fork Trail Improvements " . . TOloVIl.of Southold - Letter Board Meeting of April 24, 2007 RESOLUTION 2007-4a ADOPTED Item # 25 DOC ID: 2829 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2007-413 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON APRIL 24, 2007: WHEREAS, a Project for the improvements to the North Fork Trail along County Route 48 & State Route 25 for signing (scoping), P.I.N. 0758.90 (the "Project") is eligible for funding under Title 23 U.S. Code, as amended, that calls for the apportionment of the costs such program to be borne at the ratio of 80% Federal funds and 20% non-Federal funds; and WHEREAS, the Town of Southold desires to advance the Project by making a commitment of 100% of the non-federal share of the costs of$9,000.00. NOW, THEREFORE, the Town Board, duly convened does hereby: RESOLVE, that the Town Board hereby approves the above-subject Project; and it is hereby further RESOLVED, that the Town Board hereby authorizes the Town of South old to pay in the first instance 100% of the federal and non-federal share of the cost of $45,000 work for the Project or portions thereof; and it is further RESOLVED, that the sum of $45,000 is hereby appropriated from the General Fund Whole Town, Town Board Interpretative Signage (A. 101 0.4.600.720) and made available to cover the cost of participation in the above phase of the Project; and it is further RESOLVED, that in the event the full federal and non-federal share costs of the Project exceeds the amount appropriated above, the Town Board ofthe Town of Southold shall convene as soon as possible to appropriate said excess amount immediately upon the notification by the Transportation Commission thereof; and it is further RESOLVED, that the Supervisor of the Town of South old, Scott A. Russell, be, and is hereby authorized to execute all necessarv Al!:reements. certifications or reimbursement requests for Federal Aid and/or Marchiselli Aid on behalf of the Town of Southold with the New York State Department of Transportation in connection with the advancement or approval of the Proiect and providinl!: for the administration of the Proiect and the Generated April 30, 2007 Page 38 Town of South old - Letter . .> Board Meeting of April 2'4, rOO' municipalitv's first instance f(mdinl!:'of proiect costs and permanent fundine of the local share of federal-aid and state-aid elieible Proiect costs and alI Proiect costs within appropriations therefore that are not so elieible; and it is further RESOLVED, that a certified copy of this resolution be filed with the New York State Commissioner of Transportation by attaching it to any necessary Agreement in connection with the Project; and it is further RESOLVED, that this resolution shalI take effect immediately. ~~-.:~. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [5 TO 1] MOVER: Daniel C. Ross, Councilman SECONDER: William P. Edwards, Councilman AYES: Evans, Wickham, Ross, Edwards, Russell NAYS:Albert Krupski Jr. Generated April 30, 2007 Page 39 . .' ~A ' '," ' .' ~ -~.~.~ ~~ State of New York Department of Transportation State Office Building 250 Veterans Memorial Highway Hauppauge, N,Y, 11788-5518 Subimal Chakraborti, P,E, Regional Director fD) ~ ((: ~ ~ \Yl ~ rru lf1l SEP 1 1 2007 l!lJ Thomas J, Madison, Jr. Commissioner September 10, 2007 ML Scott A Russell Town Supervisor, Town of South old Town Hall, 53095 Rte, 25 Southold, New York 11971-0959 SUPERVISOR'S OFFICE TOWN OF SOUTHOlD PIN# 0758,90 Southold: Improvement to North Fork Trail along County Rte, 48, PE for Signing (Scoping) Dear ML Russell, Please find enclosed a signed and executed copy of Master Agreement for Town of Southold, PIN# 0758,90, If you have any questions, please feel free to contact me at (631) 952-6189 Very truly yours, Veronica Wilgeroth NYS, Dept of Transportation Attachment(s) cc:file . Run Dale: Run T1me: 1212212006 09:40:17 U.S. DEPARTMENT OF TRANSPORTATION FEDEML HIGHWAY ADMINISTRATION FEDEML-AlD PROJECT AGREEMENT ---;ATE: NEW YORK PROJECT NO: 0758(901) STATE PROJ, NO: 0758.90.121 Repotl: FMISD05A Page 14 THE STATE. THROUGH ITS HIGHWAY AGENCY, HAYING COMPLIED, 011 HEREBY AGREEING TO COMPlY, WITH THE APPlICABLE TERMS AND CONomONS SET FORTH IN (1) 11TLE 23, U.s. COllE, IIGHWAYS, (2) TIE REGUlATIONS ISSUEO PURSUANT THERETO ANO (3) THE POlICIES ANO PROCEOURES PROMUlGATED BY THE FEOE~ HIGHWAY AOMlNISTRATlON RElATIVE TO THE ABOVE OESIGNATED PROJECT, ANO THE FEOERAL HIGHWAY AIlMINISTRATlON HAVING AUTHORIZED CERTAIN WORK TO PROCEEO AS EVIOENCEO BY THE DATE ENTEREO OPPOSITE THE SPECIFIC ITEM OF WORK, FEOERAL FUNOS ARE OBlIGATEO FOR THE PROJECT NOT TO EXCEEOTHE AMOUNT SHOWN HEREIN, THE BAlANCE OF THE ESTIMATED TOTAL COST BEING AN OBlIGATION OF THE STATE. SUCH OBUGAT1ON OF FEOERAL FUNOS EXTENDS 0Nl. Y TO PROJECT COSTS INCURREO BY THE STATE AFTER THE FEOERAI. HIGHWAY AOMINISTRATlON AlITHORIZAT1ON TO PROCEEO WITH THE PROJECT INVOlVING SUCH COSTS. (IQIlo PROJECT DESCRIPTION: SOlTTHHOlD:IMPROVEMENT TO NORTH FORK TRAIL ALONG COUNTY ROUTE 48. PE FOR SIGNING (SCOPING) DUNS": 83-642-2064 CLASSIFICATION OF PHASE OF WORK TO BE PlTT UNDER AGREEMENT HIGHWAY PLANNING & RESEARCH PRELIMINARY ENGINEERING RIGHT-OF-WAY CONSTRIJCnON MCSAP OTHER EFFECTIVE DATE OF AUTHORIZATION 1111512006 PROGRAM URBANI TOTAL COST FEDERAL FEDERAl. FUNDS ADVANCED CONST. CODE WITH SHARE UNDER AGREEMENT FUNDS HYl0 IU $42,n4.oo 80.00% $34.219.00 $0.00 LY10 $2,226.00 80.00% $1,781,00 $0.00 I'Z.-"- TOTAL $45,000.00 $36.000.00 .,' EmMATED TOTAL COST: $45,000.00 TOTAL AUTHORIZED FOR PROJECT: $36,000.00 NEW YORK STATE DEPARTMENT OF TRANS AVAILABLE FUNDS CERTIFIED BY: APPROVED AND AUTHORIZED BY: . AGRMTIMODIFY REQUESTED BY: JEFFREY ERICKSON JEFFREY ERICKSON PEG FARRELL DATE: DATE: DATE: . FEDERAL HIGHWAY ADMINISTRATION PROJECT INFORMATION REVIEWED BY: APPROVAL RECOMMENDED BY: APPROVED AND AlTTHORIZED BY: DATE: DATE: DATE: MICHAEL J. PIDGEON MICHAEL J. PIDGEON MICHAEL J. FAZlOLI 11/1512006 1111512006 11/1512006 12/19/2006 12/1912006 1212012008 PROCESSING = 106C. DEMO 10 = NY330. PINS ARE .121 = HYl0AND .122 = LY10. ESTIMATED CONSTRUCTION DATE (COMPLETION) = 12/2007. OMSION REMARKS: OK per Thomas F Kearney on Dacember 19, 2006. STATE REMARKS: I;' ,., :...... .. , . f Standard Federal Aid Highway and Marchiselli Aid Local Project Agreement (8/06) MUNICIPALITY/SPONSOR: Town of Sou/hold PROJECT 10 NUMBER: 0758.90 BIN: PHASE: PER SCHEDULES A STANDARD Federal-Aid Highway and Marchiselli-Aid Local Project Agreement COMPTROLLER'S CONTRACT NO be> 3 oa Jj 5 This Agreement is by and between: the New York State Department ot Transportation ("NYSDOT"j, having its principal office at 50 Wolf Road, Albany, NY 12232, on behalf of New York State ("State"); and the Town of Southo/d (the "Municipality/Sponsor") acting by and through the SUDervisor with its office at Town Hall. 53095 Route 25. PO Box 1179. Southo/d. NY 11971. This Agreement covers eligible costs incurred after 12/20/2006. This Agreement identifies the party responsible for administration, and establishes the method or provision for funding of applicable phases of a Federal-aid project for the improvement of a street or highway not on the State highway system, as such project and phases are more fully described by Schedule A annexed to this Agreement or one or more Supplemental Schedule(s) A to this Agreement as duly executed and approved by the parties hereto. The phases that are potentially the subject of this Agreement, as further enumerated below, are: Preliminary Engineering ("PE") and Right-of-Way Incidental ("ROW Incidentals") work; Right-of-Way Acquisition; Construction; and/or Construction Supervision and Inspection. The Federal-aid project shall be identified for the purposes of this Agreement as Southo/d: /mDrovement to North Fork Trail a/ono Countv Route 48. PE for Sionino (ScoDino). (as more specifically described in such Schedule A, the "Project"). WITNESSETH: WHEREAS, the United States has provided for the apportionment of Federal-aid funds to the State for the purpose of carrying out Federal-aid highway projects pursuant to the appropriate sections of Title 23 U.S. Code as administered by the Federal Highway Administration ("FHWA"); and WHEREAS, the New York State Highway Law authorizes the Commissioner of Transportation (hereinafter referred to as "Commissioner") to use Federal aid available under the Federal-aid highway acts and provides for the consent to and approval by the Municipality/Sponsor of any project under the Federal-aid highway program which is not on the State highway system before such Project is commenced; and WHEREAS, pursuant to Highway Law lllO(34-a) and section 15 of Chapter 329 of the Laws of 1991 as amended by section 9 of Chapter 330 of the Laws of 1991, the State established the "Marchiselli" Program, that provides State aid for Federal aid highway projects not on the State highway system; and WHEREAS, pursuant to Chapters 329, 330 and 331 of the Laws of New York of 1991. Highway Law 1180-b and Public Authorities Law 11380 funding of the "State share" of projects under the Marchiselli Program is provided from the proceeds of Local Highway and Bridge Service Contract Bonds issued by the New York State Thruway Authority ('Thruway Authority Bonds"); and .. , Standard Federal Aid Highway and Marchiselli Aid Local Project Agreement (8/06) , . MUNICIPALITY/SPONSOR: Town of Soulhold PROJECT 10 NUMBER: 0758.90 BIN: PHASE: PER SCHEDULES A WHEREAS, the continuing legislative authorization for ,the funding of eligible costs of Federal- aid Municipal/Sponsor streefs and highway projects from fhe proceeds of Thruway Authority Bonds is pursuanf to a chapter or chapters of the laws of New York State providing appropriations pursuant to Public Authorities Law !;380(1); and WHEREAS, projects eligible for Marchiselli aid are identified by the State Legislature in the "Comprehensive List" published in the annual Report of the Fiscal Committees on the Executive Budget (the "Green Book"), and the Project is duly included in the current Green Book; and WHEREAS, pursuant to authorizations therefore, NYSDOT and the Municipality/Sponsor are desirous of progressing the Project under the Federal-aid and, if applicable, Marchiselli-aid Programs; and WHEREAS, The Legislative Body of the Municipality/Sponsor by Resolution No. _ adopted at meeting held on _ approved the Project. the Municipality/Sponsor's entry into this Agreement, has appropriated necessary funds in connection with any applicable Municipal/Sponsor Deposit identified in applicable Schedules A and has further authorized the _ of the Municipality/Sponsor to execute this Agreement and the applicable Schedule A on behalf of the Municipality/Sponsor and a copy of such Resolution is attached to and made a part of this Agreement (where New York City is the Municipality/Sponsor, such resolution is not required). NOW, THEREFORE, the parties agree as follows; I. Documents Forming this Agreement. The Agreement consists of the following: .Agreement Form - this document titled "Standard Federal-Aid and Marchiselli-Aid Local Project Agreement"; .Schedule "A" - Description of Project Phase, Funding and Deposit Requirements; .Schedule "B" - Phases, Subphase/Tasks, and Allocation ot Responsibility .Appendix "A" - New York State Required Contract Provisions .Appendix "B" - U.S. Government Required Clauses .Municipal/Sponsor Resolution(s) - duly adopted Municipal/Sponsor resolution authorizing the appropriate Municipal/Sponsor official to execute this Agreement on behalf of the Municipality/Sponsor and appropriating the funding required therefore. (Where New York City is the Municipality/Sponsor, such resolution is not required). 2. General Description of Work and Responsibility for Administration and Performance. Subject to the allocations of responsibility for administration and performance thereof as shown in Schedule B (attached), the work of the Project may consist generally of the categories of work marked and described in Schedule B for the scope and phase in effect according to Schedule A or one or more Supplemental Schedule(s) A as may hereafter be executed and approved by the parties hereto as required for a State contract, and any additions or deletions made thereto by NYSDOT subsequent to the development of such Schedule(s) A for the purposes of conforming to New York State or to Federal Highway Administration requirements. 2 " , Standard Federal Aid Highway and Marchiselli Aid Local Project Agreement (8/06) , MUNICIPALITY/SPONSOR: Town of South old PROJECT ID NUMBER: 0758.90 BIN: PHASE: PER SCHEDULES A The Municipality/Sponsor understands that funding is, contingent upon the Municipality/ Sponsor's compliance with the applicable requirements ot the "Procedures for Locally Administered Federal Aid Projects" (available through NYSDOT's web site at: htto://www.dot.state.nv.us/oubs/localoroillocal.html). in particular the Appendices to Chapter 4 entitled Work Requirements, Record Keeping Guidelines and Consultant Selection Procedures, as such may be amended from time to time. 3. Municipal/Sponsor Deposit. Where the work is performed by consultant or construction contract entered into with NYSDOT, or by NYSDOT forces, and unless the total non-Federal share of the Project phase is under $5,000, the Municipality/Sponsor shall deposit with the State Comptroller, prior to the award of NYSDOT's contract or NYSDOT's performance of work by its own forces, the full amount of the non-Federal share of the Project costs due in accordance with Schedule A. 4. Payment or Reimbursement of Costs. For work performed by NYSDOT, NYSDOT will directly apply Federal aid and the required Municipal/Sponsor Deposit for the non-Federally-aided portion, and, if applicable, shall request Thruway Authority funding of Marchiselli aid to the Municipality/Sponsor as described below. For work performed by or through the Municipality/Sponsor, NYSDOT will reimburse the Municipality/Sponsor with Federal aid and, if applicable, Marchiselli aid as described below. 4.1 Federal Aid. NYSDOT will administer Federal funds for the benefit of the Municipality/Sponsor for the Federal share and will fund the applicable percentage designated in Schedule A of Federal-aid participating costs incurred in connection with the work covered by this Agreement, subject to the limitations set forth on Schedule A. For work performed by or through the Municipality/Sponsor, NYSDOT will reimburse Federal-aid-eligible expenditures in accordance with NYSDOT policy and procedures. 4.1.1 Participating Items. NYSDOT shall apply Federal funds only for that work and those items that are eligible for Federal participation under Title 23 of U.S. Code, as amended, that requires Federal-aid eligible projects to be on the Federal-Aid Highway System ("FAHS"), except for bridge and safety projects that can be off the FAHS. Included among the Federal participating items are the actual cost of employee personal services, and leave and fringe benefit additives. Other participating costs include materials and supplies, equipment use charges or other Federal Participating costs directly identifiable with the eligible project. 4.1.2 Periodic Reimbursement. Except where the Municipality/Sponsor proceeds or has proceeded without an agreement with NYSDOT. if the Municipality/Sponsor finds it desirable to have reimbursement made periodically, upon the request and certification therefore by the Municipality/Sponsor, NYSDOT may make Federal-aid progress payments based on either: a. billings submitted by the consultant; b. payment estimates prepared by NYSDOT's Engineer-in-Charge; or c. billings prepared by the Municipality/Sponsor in accordance with NYSDOT requirements, based on costs incurred as disclosed by the records thereof, as required by the Project. with adjustments to be made after audit by NYSDOT or FHWA. 3 Standard Federal Aid Highway and Marchiselli Aid Local Project Agreement (8/06) MUNICIPALITY/SPONSOR: Town of Southold PROJECT ID NUMBER: 0758.90 BIN: PHASE: PER SCHEDULES A 4.2 Marchiselli Aid (if applicable). NYSDOT will request Thrvway Authority reimbursement to the Municipality at the upset amount and designated percentage in Schedule A of the non- overmatched non-Federal share of Federal participating cost, (the "State share"), incurred in connection with the work covered by this Agreement, subject to the limitations set forth on Schedule A. Not all Federal-aid-eligible participating costs are eligible for Marchiselli aid. Only "Eligible Project Costs" (as defined in Marchiselli Program instructions issued by NYSDOT) incurred after April 1. 1991 are reimbursable. 4.2.1 Marchiselli Eligible Project Costs. To be eligible for Marchiselli Aid, Project costs must: (a) be eligible for Federal participation as described under 94.1: (b) be for work which, when completed, has a certifiable service life of at least 10 years; and (c) be for a work type that relates directly and exclusively to a municipally- owned highway, bridge or highway-railroad crossing off the State Highway System. 4.2.2 Periodic Reimbursement. Except where the Municipality proceeds or has proceeded without a Marchiselli Agreement with NYSDOT. if the Municipality finds it desirable to have reimbursement made periodically, upon the request and certification therefore by the Municipality, NYSDOT may submit a request to the Thruway Authority to make progress payments based on the amount of Federal-aid participating expenditures made to date by the New York State Comptroller. For work performed by or through the Municipality, NYSDOT will reimburse eligible Marchiselli expenditures in accordance with Marchiselli program policy and claims procedures, with adjustments to be made after audit by NYSDOT or FHWA. 4.3 In no event shall this Agreement create any obligation to the Municipality/Sponsor for funding or reimbursement of any amount in excess of; (a) the amount stated in Schedule A for the Federal Share; or (b) the amount stated in Schedule A as the State (Marchiselli) share or the amount stated in the Comprehensive List, whichever is lower. 4.4 All items included by the Municipality/Sponsor in the record of costs shall be in conformity with accounting procedures acceptable to NYSDOT and the FHWA. Such items shall be subject to audit by the State and the FHWA. 4.5 If Project-related work is performed by NYSDOT. NYSDOT will be paid for the full costs thereof. To effect such payment, the reimbursement to the Municipality/Sponsor provided for in sections 4.1 and 4.2 may be reduced by NYSDOT by the amounts thereof in excess of the Municipal/Sponsor Deposit available for such payment to NYSDOT. 5. Supplemental Agreements and Supplemental Schedule(s) A. Supplemental Agreements or may be entered by the parties, and must be executed and approved in the manner required for a State contract. A Supplemental Schedule A is defined as a Supplemental Agreement which revises only the Schedule A of a prior Agreement or Supplemental Agreement. In the event Project cost estimates increase over the amounts provided for in Schedule A or Eligible Project Costs in the Comprehensive List are increased by the legislature, no additional reimbursement shall be due to the Municipality/Sponsor unless the parties enter into a Supplemental Agreement or Supplemental Schedule A for reimbursement of additional Eligible Project Costs. 4 Standard Federal Aid Highway and Marchiselli Aid Local Project Agreement (8106) MUNICIPALITY/SPONSOR: Town of Southold PROJECT ID NUMBER: 0758.90 BIN: PHASE: PER SCHEDULES A 6. State Recovery of Ineligible Reimbursements. NYSDqT shall, be entitled to recover from the Municipality/Sponsor any monies paid to the Municipality/Sponsor pursuant to this Agreement which are subsequently determined to be ineligible for Federal aid or Marchiselli Aid hereunder. 7. Loss of Federal Participation. In the event the Municipality/Sponsor withdraws its approval of the project, suspends or delays work on the Project or takes other action that results in the loss of Federal participation for the costs incurred pursuant to this Agreement, the Municipality/Sponsor shall refund to the State all reimbursements received from the State, and shall reimburse the State for 100% of all preliminary engineering and right-of-way incidental costs incurred by NYSDOT. The State may offset any other State or Federal aid due to the Municipality/Sponsor by such amount and apply such offset to satisfy such refund. 8. Municipal/Sponsor Liability. 8.1 If the Municipality/Sponsor pertorms work under this Agreement with its own forces, it shall be responsible for all damage to person or property arising from any act or negligence pertormed by or on behalf of the Municipality/Sponsor, its officers, agents, servants or employees, contractors, subcontractors or others in connection therewith. The Municipality/Sponsor specifically agrees that its agents or employees shall possess the experience, knowledge and character necessary to qualify them individually for the particular duties they pertorm. 8.2 The Municipality/Sponsor shall indemnify and save harmless the State for all damages and costs arising out of any claims, suits, actions, or proceedings resulting from the negligent performance of work by or on behalf of the Municipality/Sponsor its officers, agents, servants, employees, contractors, subcontractors or others under this Agreement. Negligent pertormance of service, within the meaning of this section, shall include, in addition to negligence founded upon tort, negligence based upon the Municipality/Sponsor's failure to meet professional standards and resulting in obvious or patent errors in the progression of its work. 9. Maintenance. Except as otherwise provided for a NYSDOT administered project during its construction phase only, the Municipality/Sponsor shall be responsible for the maintenance of the project at the sole cost and expense of the Municipality/Sponsor. If the Municipality/Sponsor intends to have the project maintained by another, any necessary maintenance agreement will be executed and submitted to NYSDOT before construction of the Project is begun. Upon its completion, the Municipality/Sponsor will operate and maintain the Project at no expense to NYSDOT and, during the useful life of the Project, the Municipality/Sponsor shall not discontinue operation of the Project without the prior written approval of NYSDOT. The Municipality/Sponsor will not dispose of the Project during its useful life without the prior approval of NYSDOT. In the event of such approved disposition, the Municipality/Sponsor shall either cause the purchaser or transferee to assume the Municipality/Sponsor's continuing obligations under this Agreement, or shall reimburse NYSDOT for the pro-rata share of the grant over the remaining useful life of the Project. 5 Standard Federal Aid Highway and Marchiselli Aid Local Project Agreement (8/06) MUNICIPALITY/SPONSOR: Town of Sou/hold PROJECT ID NUMBER: 0758.90 BIN: PHASE: PER SCHEDULES A 10. Independent Contractor. The officers and emplqyees of fhe Municipality/Sponsor. in accordance with the status of the Municipality/Sponsor as an independent contractor. covenant and agree that they will conduct themselves consistent with such status. that they will neither hold themselves out as. nor claim to be. an ofticer or employee ot the State by reason hereof. and that they will not by reason hereof, make any claim. demand or application to or tor any right or privilege applicable to an officer or employee of the State, including. but not limited to. Workers Compensation coverage. Unemployment Insurance benefits, Social Security or Retirement membership or credit. 11. Contract Executory; Required Federal Authorization. It is understood by and between the parties hereto that this Agreement shall be deemed executory only to the extent of the monies available to the State and no liability on account thereof shall be incurred by the State beyond monies available for the purposes hereof. No phase of work tor the project shall be commenced unless and until NYSDOT receives authorization from the Federal government. 12. Assignment or Other Disposition ot Agreement. The Municipality/Sponsor agrees not to assign, transter. convey, sublet or otherwise dispose ot this Agreement or any part thereot. or ot its right. title or interest therein, or its power to execute such Agreement to any person. company or corporation without previous consent in writing ot the Commissioner. 13. Term ot Agreement. As to the Project and phase(s) described in the Schedule A executed herewith. the term of this Agreement shall begin on the date of this Agreement as tirst above written. This Agreement takes effect as to the Project and phases(s) established in any duly executed and approved Supplemental Schedule(s) A. as of the date of such Supplemental Schedule(s) A. This Agreement shall remain in effect so long as Federal-aid and Marchiselli-aid funding authorizations are in effect and funds are made available pursuant to the laws controlling such authorizations and availabilities. However, if such authorizations or availabilities lapse and are not renewed, continued or reenacted, as to tunds encumbered or available and to the extent of such encumbrances or availabilities, this Agreement shall remain in effect for the duration ot such encumbrances or availabilities. Although the liquidity of encumbrances or the availability of funds may be affected by budgetary hiatuses, a Federal or State budgetary hiatus will not by itself be construed to cause a lapse in this Agreement provided any necessary Federal or State appropriations or other funding authorizations therefore are eventually enacted. 14. NYSDOT Obligations. NYSDOT's responsibilities and obligations are as specifically set forth in this contract, and neither NYSDOT nor any ot its officers or employees shall be responsible or liable, nor shall the Municipality/Sponsor assert, make or join in any claim or demand against NYSDOT, its officers or employees, for any damages or other reliet based on any alleged failure of NYSDOT, its ofticers or employees. to undertake or perform any act, or for undertaking or performing any act. which is not specifically required or prohibited by this Agreement. 15. Required Clauses. Attached hereto and made a part of this Agreement as if set forth fully herein is Appendix A. Standard Clauses For NYS Contracts. 6 D03Dd-,t./5 Standard Federal Aid Highway and Marchiselli Aid Local Project Agreement (8/06) MUNICIPALITY/SPONSOR: Town of Southo/d PROJECT ID NUMBER: 0758.90 BIN: PHASE: PER SCHEDULES A IN WITNESS WHEREOF, the parties have caused this AgreemenJ to be.executed by their duly authorized officials as of the date first above written. :UNICIP:Z~ MU~lqlP A LIT: /SPONSOR A HORNEY: By: ~~rL4~V<' Print Name: J::.Or"{ fIv. 6e A/o/l/e tv...ca.. , Print Name: Scott A. Russell Title: Supervisor STATE OF NEW YORK ) )ss.: COUNTY OF SUFFOLK ) '-fY7~ ' 20..Q1 before me personally came to me known, who, being by me duly sworn did depose and ('l1t-"hoqlle that he/she is the of the Municipal/Sponsor Corporation described in and which instrument: (except New York City) that it was executed by order of the of said Municipal/Sponsor Corporation pursuant to a resolution which was duly adopted on Apr il 24. 2007 and which a certified copy is attached and made a part hereof: and that he signed his name thereto by like order. at On this 1.u..- day of ~\:O+-+ A h1nac::p.l1 say that he/she resides Supervisor executed the above LINDA J COOPER 'OTARY PUBLiC, State of New York '0,01 C04822563, Suffolk County orm Expires December 31, 20..,il4 Nota~:/o.-f ~ APPROVED FOR NYSDOT: APPROVED AS TO FORM: STAT A OVED AS TO FORM NYS AlTORNEY GENERAL L BY: 1~~;J Jb,~ For Commissioner of ransportation AUG 2 1 2007 Agency Certification: In addition to the acceptance of this contract I also certify that original copies of this signature page will be attached to all other exact copies of this contract. By: Assistant Attorney General ~ 'Lj, ~ LORRAINE I. AEMO Date: AUG 1 4 ZOO1 COMPTROL VED DEPT. OF AUDIT & CONTROL By: For the Pursuant to State Finance Law s 112 7 Sched A (1/07) Page 1 of 3 , . NYSDOT/Local Agreement - Schedule A for PIN 0758.90 OSC Municipal Contract #: Contract End Date: 6/30/2008(mmlddlyyyyl o Check, if date changed from the last Schedule A Purpose: ~ Original Standard Agreement o Supplemental Schedule A No. Agreement ~ Locally Administered Municipality/Sponsor (Contract Payee): Town of Southold Type: Other Municipality/Sponsor (if applicable): o State Administered Ust participating Municipality(ies) and the % of cost share for each and indicate by checkbox which Municipality this Schedule A applies. o Municipality: % of Cost share o Municipality: % of Cost share o Municipality: % of Cost share Authorized Project Phase(s) to which this Schedule applies: ~ PE/Design o ROW Incidentals o ROW Acquisition o Construction/CI/CS Work Type: HWY SIGNS I County (If different from Municipality): Suffolk Project Description ~ (Check, if changed from last Schedule A): Southold:lmprovement to North Fork Trail along Additional Project Description (if required): County Rte 48. PE for Signing (Scoping). Approved Marchiselli Allocations in Legislature's Comprehensive List FOR All PHASES To compute Total Costs ;n the last row and column, right click in each field and select "Update Field. " Check box to indicate Project Phase change from last State Fiscal Year(s) TOTAL Schedule A PE/Design ROW (RI & RA) ConstructionlCllCS 0 Cumulative total for all prior SFYs $ $ $ $ 0.00 0 Current SFY $ $ $ $ 0.00 ,ii., ),:.("i'"'' ... Date $ 0.00 $ 0.00 $ 0.00 $ 0.00 A. Summary of allocated MARCHISELLI Program Costs FOR ALL PHASES For each PIN Fiscal Share below, show current costs on the rows indicated as "Current. ". Show the old costs from the previous Schedule A on the row indicated as "Old." To compute Total Current Costs in the last row, rightclick in each field and select "Update Field. " LOCAL PIN "Current" Federal FEDERAL STATE LOCAL DEPOSIT Fiscal or "Old" Funding Total Costs Participating Share MARCHISELLI Matching AMOUNT entry (Required Share indicator Program and Percentage Match Share only if State Administered) Current $ $ $ $ $ Sched A (1/07) , Page 2 of 3 NYSDOT/Local Agreement - Schedule A B. Sum~l1ry of Other (including Non.all~511ted MARCHISELLI) Participating Costs FOR ALL PHASES For each PIN Fiscal Share, show current costsonthe;:mw~ indicated as "Current. D. Show the. ()/d costs from the previous Schedule A on the row indicated as "Old." To compute TotalC~ntCosts in last row, right click in each field and se{ect "Update Field" Other PIN Fiscal Shares ICurrent' or 'Old' entry indicator Funding Source TOTAL Other FEDERAL Other STATE Other LOCAL 0758.90.121 Current HPP $42.774.00 $34,219.00 $ $8,555.00 0758.90.122 Ie. $0.00 I Tot~ILO~iI(s) Required for State Administered Projects: ~. 4::~;/:.^ "V".; " D. Total Project Costs To compute Total Costs in the last column, right click in the lield and select 'Update Field. . Total FEDERAL Total STATE Total Other Total LOCAL Total Costs MARCHISELLI Cost Cost STATE Cost Cost (all sources) $36,000.00 $ $ $9,000.00 $45,000.00 >t/f"" Name: Peter Choinowski Phone No: 631-952-6189 See Agreement (or Supplemental Agreement Cover) for required contract signatures. Sched A (1107) Page 3 of 3 NYSDOT/Local Agreement - Schedule A Footnotes: (See CADS Website for link to sample footnotes) . Whereas, SAFETEA-LU High Priority Funds are subject to 20% apportionments over the five Federal Fiscal Years of SAFETEA-LU, and annually established special obligation authority as well as annual rescission, which may result in total funding of iess than 100% of the authorized amount. Accordingly, availability of the full amount shown is subject to these actions by the Federal Government and any limitations resulting therefrom. . . . . . . . . . . SCHEDULE B: Phases, Subphase/Tasks, and Allocation of Responsibility Instructions: Enter an "X" to indicate the appropriate Phase, then assign the responsibility for each applicable Subphase task by entering a "X" in either the NYSDOT column to allocate the task to State Labor Forces or a State Contract, or enter an "X" in the other appropriate column to indicate a task allocated to Non- StLb F L IIAd ta e a or orces or a ocallV, ministered Contract. - Allocation of PHASE/SUB PHASE Responsibility NYSDOT Municipalitv A1. Preliminary Engineering ("PE") Phase X 1. Scopinq: Prepare and distribute all required project reports, including an Expanded Project Proposal (EPP) or Scoping X Summary Memorandum (SSM), as appropriate. 2. Perform data collection and analysis for design, including traffic counts and forecasts, accident data, land use and X development analysis and forecasts. 3. Preliminary Desiqn: Prepare and distribute Design Report/Design Approval Document (DAD), including environmental X analysis/assessments, and other reports required to demonstrate the completion of specific design subphases or tasks and/or to secure the approval/authorization to proceed. 4. Review and Circulate all project reports, plans, and other project data to obtain the necessary review, approval, and/or other X input and actions required of other NYSDOT units and external aoencies. 5. Obtain aerial photography and photogrammetric mapping. X 6. Perform all surveys for mapping and design. X 7 Detailed Desiqn: Perform all project design, including preparation of plan sheets, cross-sections, profiles, detail sheets, specialty items, shop drawings, and other items required in accordance with the Highway Design Manual, including all Highway X Design, including pavement evaluations, including taking and analyzing cores; design of Pavement mixes and applications procedures; preparation of bridge site data package, if necessary, and all Structural Design, including hydraulic analyses, if necessary, foundation design, and all design of highway appurtenances and systems (e.g., Signals, IVHS facilities), and maintenance protection of traffic olans. FRA criteria will applv to rail work. 8. Perform landscape design (including erosion control). X 1 Allocation of Responsibility . PHASE/SUBPHASE . NYSDOT Municinalilv . 9. Design environmental mitigation, where appropriate, in connection with: Noise readings, projections, air quality monitoring, emissions projections, hazardous waste, asbestos, determination of need of cultural resources survey. X 10. Prepare demolition contracts, utility relocation plans/contracts, and any other plans and/or contract documents required to advance, separate, any portions of the project which may be more appropriately progressed separately and independently. X 11. Compile PS&E package, including all plans, proposals, specifications, estimates, notes, special contract requirements, and X any other contract documents necessary to advance the project to construction. 12. Conduct any required soils and other geological investigations. X 13. Obtain utility information, including identifying the locations and types of utilities within the project area, the ownership of these utilities, and prepare utility relocations plans and agreements, including completion of Form HC-140, titled Preliminary X Utility Work Agreement. 14. Determine the need and apply for any required permits, including U.S. Coast Guard, U.S. Army Corps of Engineers, X Wetlands (including identification and delineation of wetlands), SPDES, NYSDOT Highway Work Permits, and any permits or - other approvals required to comply with local laws, such as zoning ordinances, historic districts, tax assessment and special districts. 15. Prepare and execute any required agreements, including: --Railroad force account --Maintenance agreements for sidewalks, lighting, signals, betterments X --Betterment Agreements --Utility Work Agreements for any necessary Utility Relocations of Privately owned Utilities. 16. Provide overall supervision/oversight of design to assure conformity with Federal and State design standards or conditions, X including final approval of PS&E by NYSDOT. 2 - Allocation of PHASE/SUBPHASE Responsibility NYSDOT Municipality A2. Right-of-Way (ROW) Incidentals x 1. Prepare ARM or other mapping, showing preliminary taking lines. X 2. Right-of-Way (ROW) mapping and any necessary ROW relocation plans. X 3. Obtain abstracts of title and certify those having an interest in Right-of-Way to be acquired. X 4. Secure Appraisals. X 5. Perform Appraisal Review and establish an amount representing just compensation. X 6. Determination of exemption from public hearing that is otherwise required by the Eminent Domain Procedure Law, including . "de minimis" determination, as may be appiicable. If NYSDOT is responsible for acquiring the right-of-way, this X determination may be performed by NYSDOT only if NYSDOT is responsible for the Preliminary Engineering Phase under Phase A1 of this Schedule B. 7. Conduct any public hearings and/or informational meetings as may be required by the Eminent Domain Procedures Law, X including the provision of stenographic services, preparation and distribution of transcripts, and response to issues raised at such meetings. 3 . Allocation of - PHASE/SUBPHASE Responsibility . NYSDOT Municinalitv B. Right-of-Way (ROW) Acquisition x 1. Perform all Right-of-Way (ROW) Acquisition work, including negotiations with property owners, acquisition of properties and accompanying legal work, payments to and/or deposits on behalf of property owners; Prepare, publish, and pay for any X required legal notices; and all other actions necessary to secure title to, possession of, and entry to required properties. If NYSDOT is to acquire property on behalf of the Municipality, the Municipality agrees to accept and take title to any and all permanent property rights so acquired which form a part of the completed Project. 2. Provide required relocation assistance, including payment of moving expenses, replacement supplements, mortgage interest X differentials, closing costs, mortgage prepayment fees. 3. Conduct condemnation proceedings, court and any other legal actions required to acquire properties. X 4. Monitor all ROW Acquisition work and activities, including review and processing of payments of property owners. X 5. Provide official certification that all right-of-way required for the construction has been acquired in compliance with applicable X Federal, State or Local requirements and is available for use and/or making projections of when such property(ies) will be available if such properties are not in hand at the time of contract award. 6. Conduct any property management activities, including establishment and collecting rents, building maintenance and X repairs, and any other activities necessary to sustain properties and/or tenants until the sites are vacated, demolished, or otherwise used for the construction project. 7. Subsequent to completion of the Project, conduct ongoing property management activities in a manner consistent X with applicable Federal, State and Local requirements including, as applicable, the development of any ancillary uses, establishment and collection of rent, property maintenance and any other related activities. 4 Allocation of . Responsibility . PHASE/SUBPHASE NYSDOT Municioalil'\' . C. Construction, Construction Support (C/S) and Construction Inspection (C/I) Phase x 1. Advertise contract lettinqs and distribute contract documents to orospective bidders. x 2. Conduct all contract lettings, including receipt, opening, and analysis of bids, evaluation/certification of bidders, notification of x rejected bids/bidders, and awardina of the construction contract(s). 3. Receive and orocess bid deposits and verify anv bidder's insurance and bond coveraae that mav be reauired. x 4. Compile and submit Contract Award Documentation Packaae. x 5. Review and aoorove anv prooosed subcontractors, vendors, or suppliers. x 6. Conduct and control all construction activities in accordance with the plans and proposal for the project. Maintain accurate, up-to-date project records and files, including all diaries and logs, to provide a detailed chronology of project construction x activities. Procure or provide all materials, supplies and labor for the performance of the work on the project, and insure that the proper materials, equipment, human resources, methods and orocedures are used. 7(A). For non-NHS or non-State Highway System Projects: Test and accept materials, including review and approval for any requests for substitutions. 7(6). For NHS or State Highway System Projects: Inspection and approval of materials such as bituminous concrete, Portland x cement concrete, structural steel, concrete structural elements and/or their components to be used in a federal aid project will be performed by, and according to the requirements of NYSDOT. The Municipality shall make or require provision for such materials inspection in any contract or subcontract that includes materials that are subject to inspection and approval in accordance with the applicable NYSDOT desian and construction standards associated with the federal aid proiect. 8. Design and/or re-design the project or any portion of the project that may be required because of conditions encountered x durinq construction. 9. Administer construction contract, including the review and approval of all contactor requests for payment, orders-on-contract, x force account work, extensions of time, exceptions to the plans and specifications, substitutions or equivalents, and special specifications. 5 Allocation of Responsibility , PHASE/SUBPHASE , . NYSDOT Municioalitv . . 10. Review and approve all shop drawings, fabrication details, and other details of structural work. x 11. Administer all construction contract claims, disputes or litigation. x 12. Perform final inspection of the complete work to determine and verify final quantities, prices, and compliance with plans x specifications, and such other construction engineering supervision and inspection work necessary to conform to Municipal, State and FHWA reauirements, includina the final acceptance of the nroiect bv NYSDOT. 6 APPENDIX A: STANDARD CLAUSES FOR NYS CONTRACTS The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, "the contract" or "this contract") agree to be bound by the following clauses which are hereby made a part of the contract (the word "Contractor" herein refers to any party other than the State, whether a contractor, licenser, licensee, lessor, lessee or any other party): 1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State shall have no liability under this contract to the Contractor or to anyone else beyond funds appropriated and available for this contract. 2. NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance Law, this contract may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the previous consent, in writing, of the State and any attempts to assign the contract without the State's written consent are null and void. The Contractor may, however, assign its right to receive payment without the State's prior written consent unless this contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law. 3. COMPTROLLER'S APPROVAL. In accordance with Section 112 of the State Finance Law (or, if this contract is with the State University or City University of New York, Section 355 or Section 6218 of the Education Law), if this contract exceeds $15,000 (or the minimum thresholds agreed to by the Office of the State Comptroller for certain S.U.N.Y. and C.U.N.Y. contracts), or if this is an amendment for any amount to a contract which, as so amended, exceeds said statutory amount, or if, by this contract, the State agrees to give something other than money when the value or reasonably estimated value of such consideration exceeds $10,000, it shall not be valid, effective or binding upon the State until it has been approved by the State Comptroller and filed in his office. Comptroller's approval of contracts let by the Office of General Services is required when such contracts exceed $30,000 (State Finance Law Section 163.6.a). 4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State Finance Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law. 5. NON-DISCRIMINA nON REOUIREMENTS. To the extent required by Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non- discrimination provisions, the Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, sexual orientation, age, disability, genetic predisposition or carrier status, or marital status. Furthermore, in accordance with Section 220-e of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this contract shall be performed within the State of New York, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. Contractor is subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 239 as well as possible termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation. 6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthennore, Contractor and its subcontractors must pay at least the prevailing Page I October 2006 . 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 CERTIFICATION. In accnrdance with Section 139-d of the State Finance Law, if this contract was awarded based upon the submission of bids, Contractor affirms, under penalty of perjury, that its bid was arrived at independently and without collusion aimed at restricting competition. Contractor further affirms that, at the time Contractor submitted its bid, an authorized and responsible person executed and delivered to the State a non-collusive bidding certification on Contractor's behalf. 8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Law and Section 139-h of the State Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participating, or shall participate in an international boycott in viola- tion of the federal Export Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the contract's execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the State Comptroller within five (5) business days of such conviction, determination or disposition of appeal (2NYCRR 105.4). 9. SET -OFF RIGHTS. The State shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the State's option to withhold for the purposes of set-off any moneys due to the Contractor under this contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State department or agency, including any contract for a tenn commencing prior to the term of this contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with nonnal State practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the State agency, its representatives, or the State Comptroller. 10. RECORDS. The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this contract (hereinafter, collectively, "the Records"). The Records must be kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter or three (3) years after final payment, whichever is later. 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 nonnal 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 tenn specified above for the purposes of inspection, auditing and copying. The State shall take reasonable steps to protect from public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers Law (the "Statute") provided that: (i) the Contractor shall timely inform an appropriate State official, in writing, that said records should not be disclosed; and (ii) said records shall be sufficiently identified; and (iii) designation of said records as exempt under the Statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the State's right to discovery in any pending or future litigation. II. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. (aJ FEDERAL EMPLOYER IDENTIFICATION NUMBER and/or FEDERAL SOCIAL SECURITY NUMBER. All invoices or New York State standard vouchers submitted for payment for the sale of goods or services or the 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 employer 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 its 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 infonnation, is found in Page 2 October 2006 Section 5 ofthe State Tax Law. Disclosure of this information by the seller or lessor to the State is mandatory. The principal purpose for which the information is collected is to enable the State to identify individuals, businesses and others who have been delinquent in filing tax returns or may have understated their tax liabilities and to generally identify persons affected by the taxes administered by the Commissioner of Taxation and Finance. The information will be used for tax administration purposes and for any other purpose authorized by law. (2) The personal information is requested by the purchasing unit of the agency contracting to purchase the goods or services or lease the real or personal property covered by this contract or lease. The information is maintained in New York State's Central Accounting System by the Director of Accounting Operations, Office of the State Comptroller, 110 State Street, Albany, New York 12236. 12. EOUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance with Section 312 of the Executive Law, if this contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of $25,000.00, whereby a contracting agency is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to the contracting agency; or (ii) a written agreement in excess of $100,000.00 whereby a contracting agency is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon; or (iii) a written agreement in excess of $100,000.00 whereby the owner of a State assisted housing project is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon for such project, then: (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 pay or other forms of compensation; (b) at the request of the contracting agency, the Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the contractor's obligations herein; and (c) the Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of the State contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. Contractor will include the provisions of "a", "b", and "c" above, in every subcontract over $25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (the "Work") except where the Work is for the beneficial use of the Contractor. Section 312 does not apply to: (i) work, goods or services unrelated to this contract; or (ii) employment outside New York State; or (iii) banking services, insurance policies or the sale of securities. The State shall consider compliance by a contractor or subcontractor with the requirements of any federal law concerning equal employment opportunity which effectuates the purpose of this section. The contracting agency shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such duplication or conflict exists, the contracting agency shall waive the applicability of Section 312 to the extent of such duplication or conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the Empire State Development Corporation's Division of Minority and Women's Business Development (MWBD) pertaining hereto. 13. CONFLICTING TERMS. In the event of a conflict between the terms of the contract (including any and all attachments thereto and amendments thereof) and the terms of this Appendix A, the terms of this Appendix A shall control. 14. GOVERNING LAW. This contract shall be governed by the laws of the State of New York except where the Federal supremacy clause requires otherwise. Page 3 October 2006 15. LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by Article ll-A of the State Finance Law to the extent required by law. 16. NO ARBITRATION. Disputes involving this contract, induding the breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily authorized), but must, instead, be heard in a court of competent jurisdiction of the State of New York. 17. SERVICE OF PROCESS. In addition to the methods of service allowed by the State Civil Practice Law & Rules ("CPLR"), Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon Contractor's actual receipt of process or upon the State's receipt of the return thereof by the United States Postal Service as refused or undeliverable. Contractor must promptly notify the State, in writing, of each and every change of address to which service of process can be made. Service by the State to the last known address shall be sufficient. Contractor will have thirty (30) calendar days after service hereunder is complete in which to respond. 18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies and warrants that all wood products to be used under this contract award will be in accordance with, but not limited to, the specifications and provisions of State Finance Law ~ 165. (Use of Tropical Hardwoods) which prohibits purchase and use of tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political subdivision or public benefit corporation. Qualification for an exemption under this law will be the responsibility of the contractor to establish to meet with the approval of the State. In addition, when any portion of this contract involving the use of woods, whether supply or installation, is to be performed by any subcontractor, the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in ~165 State Finance Law. Any such use must meet with the approval of the State; othetWise, the bid may not be considered responsive. Under bidder certifications, proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of the State. 19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES (NON-FEDERAL AID NEW YORK STATE CONTRACTS). In accordance with the MacBride Fair Employment Principles (Chapter 807 of the Laws of 1992), the Contractor hereby stipulates that the Contractor either (a) has no business operations in Northern Ireland, or (b) shall take lawful steps in good faith to conduct any business operations in Northern Ireland in accordance with the MacBride Fair Employment Principles (as described in Section 165 of the New York State Finance Law), and shall permit independent monitoring of compliance with such principles. 20. OMNIBUS PROCUREMENT ACT OF 1992 (NON-FEDERAL AID NEW YORK STATE CONTRACTS). It is the policy of New York State to maximize opportunities for the participation of New York State business enterprises, including minority and women-owned business enterprises as bidders, subcontractors and suppliers on its procurement contracts. Information on the availability of New York State subcontractors and suppliers is available from: NYS Department of Economic Development Division for Small Business 30 South Pearl 8t ~~ ih Floor Albany. New York 12245 Telephone: 518-292-5220 A directory of certified minority and women-owned business enterprises is available from: NYS Department of Economic Development Division of Minority and Women's Business Development 30 South Pearl St -- 2nd Floor Albany, New York 12245 http://www.empire.state.ny.us Page 4 October 2006 . . The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as applicable, Contractors certify that whenever the total bid amount is greater than $1 million: (a) The Contractor has made reasonable efforts to encourage the participation of New York State Business Enterprises as suppliers and subcontractors, including certified minority and women-owned business enterprises, on this project, and has retained the documentation of these efforts to be provided upon request to the State; (b) The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L 92-261), as amended; (c) The Contractor agrees to make reasonable efforts to provide notification to New York State residents of employment opportunities on this project through listing any such positions with the Job Service Division of the New York State Department of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. The Contractor agrees to document these efforts and to provide said documentation to the State upon request; and (d) The Contractor acknowledges notice that the State may seek to obtain offset credits from foreign countries as a result of this contract and agrees to cooperate with the State in these efforts. 21. RECIPROCITY AND SANCTIONS PROVISIONS (NON-FEDERAL AID NEW YORK STATE CONTRACTS). Bidders are hereby notified that if their principal place of business is located in a country, nation, province, state or political subdivision that penalizes New York State vendors, and if the goods or services they offer will be substantially produced or performed outside New York State, the Omnibus Procurement Act 1994 and 2000 amendments (Chapter 684 and Chapter 383, respectively) require that they be denied contracts which they would otherwise obtain. NOTE: As of May 15, 2002, the list of discriminatory jurisdictions subject to this provision includes the states of South Carolina, Alaska, West Virginia, Wyoming, Louisiana and Hawaii. Contact NYS Department of Economic Development for a current list of jurisdictions subject to this provision. 22. PURCHASES OF APPAREL. In accordance with State Finance Law 162 (4-a), the State shall not purchase any apparel from any vendor unable or unwilling to certify that: (i) such apparel was manufactured in compliance with all applicable labor and occupational safety laws, including, but not limited to, child labor laws, wage and hours laws and workplace safety laws, and (ii) vendor will supply, with its bid (or, if not a bid situation, prior to or at the time of signing a contract with the State), if known, the names and addresses of each subcontractor and a list of all manufacturing plants to be utilized by the bidder. 23. CONTRACT TERMINATION PROVISION. The State reserves the right to terminate this contract in the event it is found that the certification filed by the Contractor in accordance with the requirements contained in State Finance Laws 9139j and 9139k was intentionally false or intentionally incomplete. Upon such finding, the State may exercise its termination right by providing written notification to the Contractor in accordance with the written notification tenns of the contract. 24. PERSONAL INFORMATION SECURITY. Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 889-aa; State Technology Law Section 208). Contractor shall be liable for the costs associated with such breach if caused by Contractor's negligent or willful acts or omissions, or the negligent or willful acts or omissions of Contractor's agents, officers, employees or subcontractors. Page 5 October 2006 , . APPENDIX B: REOIDREMENTS FOR FEDERALLY AIDED TRANSPORTATION PROJECTS There is a substantial body of requirements that attach to the use of Federal highway or transportation aid. These requirements create or overlay processes, procedures, documentary requirements, authorizations, approvals and certifications that may be substantially greater or different from those that are not funded with federal aid and proceed under applicable State and local laws, customs and practices. Under Title 23 of the United States Code NYSDOT is responsible for the administration of transportation projects in New York State to which NYSDOT provides federal highway or transportation aid. Through this Agreement, which provides or is associated with such funding, NYSDOT delegates various elements of project and funding administration as described elsewhere in this Agreement. In undertaking a federally aided project, the Municipality, Authority, Sponsor or Project Manager designated under this Agreement with federal aid funding or project administration undertakes to proceed in compliance with all the applicable Federal aid requirements. NYSDOT has, in cooperation with FHW A, assembled the body of federal aid requirements, together with information, NYSDOT procedures and practices in its "Procedures for Locally Administered Federal Aid Projects" manual (available both in hard copy and through NYSDOT's web site at: htto://www.dot.state.nv.us/oubs/localoroi/local.html). In addition, the Municipality, Authority, Sponsor or Project Manager designated under this Agreement with federal aid funding or project administration that enters federally aided project construction contracts is required to physically incorporate into all its Federally aided construction contracts and subcontracts there under the provisions that are contained in Form FHW A-I273 (available from NYSDOT or electronically at: htro://www.fhwa.dot.gov////programadminJcontracts/1273.htm). In addition to the referenced requirements, the attention of Municipality or Sponsor hereunder is directed to the following requirements and information: NON DISCRIMINATION/EEOfDBE/MBE REOIDREMENTS The Municipality or Sponsor and its contractors agree to comply with Executive Order 11246, entitled "Equal Employment Opportunity" and Department of Transportation regulations (49CFR Parts 21, 23, 25, 26 and 27) and the following: I. NON DISCRIMINATION. No person shall, on the ground of race, color, creed, national origin, sex, age or handicap, be excluded from participation in, or denied the benefits of or be subject to discrimination under the Project funded through this Agreement. 2. EOUAL EMPLOYMENT OPPORTUNITY. In connection with the execution of this Agreement, the Municipality's or Sponsor's contractors or subcontractors shall not discriminate against any employee or applicant for employment because of race, religion, age, color, sex or national origin. Such contractors shall take affIrmative actions to ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, national origin or age. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of payor other fonns of compensation; and selection for training, including apprenticeship. 3. DISADVANTAGED BUSINESS ENTERPRISES. In connection with the performance of this Agreement, the Municipality or Sponsor shall cause its contractors to cooperate with the State in meeting its commitments and goals with regard to the maximum utilization of disadvantaged business enterprises and will use its best efforts to ensure that disadvantaged business enterprises will have the maximum practicable opportunity to compete for subcontract work under this Agreement. Also, in this connection the Municipality or Sponsor shall cause its contractors to undertake such actions as may be necessary to comply with Section 105(1) of the Surface Transportation Assistance Act of 1982, as implemented in 49CFR Part 26. In addition, the Municipality or Sponsor (also referred to as "recipients" below) shall cause such contractors and subcontractors to agree to abide by the statements in paragraphs (I) and (2) below. These statements are, by reference, made part of this Agreement and must be included in all subsequent agreements between Page I July, 2005 , . . the Contractor and any subcontractor and in all UMTA-assisted contracts between recipients or sub- recipients and any contractor. (I) "POLICY. It is the policy of the Department of Transportation that minority business enterprises as defined in 49CFR Part 26 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal fimds under this agreement. Consequently, the MBE requirements of 49CFR Part 26 apply to this Agreement." (2) "MBE OBLIGATION. The recipient or its contractor agrees to ensure that minority business enterprises as defined in 49CFR Part 26 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49CFR Part 26 to ensure that minority business enterprises have the maximum opporhmity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin or sex in the award and perfonnance of DOT -assisted contracts. II FEDERAL SINGLE AUDIT REOillREMENTS Non-Federal entities that expend $300,000 or more in a year in Federal awards from all sources are required to comply with the Federal Single Audit Act provisions contained in U.S. Office of Management and Budget (OMB) Circular No. A-B3, "Audits of States, Local Governments, and Non-Profit Organizations". Non-Federal entities that expend Federal awards from a single source may provide a program specific audit, as defined in the Circular. Non-Federal entities that expend less than $300,000 in a year in Federal awards from all sources are exempt from Federal audit requirements for that year, except as noted in 93052.215(a), but records must be available for review or audit by appropriate officials of the Federal agency, the New York State Department of Transportation, the New York State Comptroller's Office and the U.S. General Accounting Office (GAO). Non-Federal entities are required to submit a copy of all audits, as described above, within 30 days of issuance, to the New York State Department of Transportation, Contract Audit Bureau, 50 Wolf Road, Albany, NY 12232. Catalog of Federal Domestic Assistance ("CFDA") Identification Number OMB Circular A-133 as to Federal-aid recipients' responsibilities regarding identification and accounting for awards and expenditrues by CFDA Number. The municipal project sponsor is required to identify in its accounts all Federal awards received and expended, and the Federal programs under which they were received. Federal program and award identification shall include, as applicable, the CFDA title and number, award number and year, name of the Federal agency, and name of the pass-through entity. The CFDA number for the Federal-aid Highway Planning and Construction program is 20.205. PROMPT PAYMENT MECHANISMS (a) You must establish, as part of your DBE program, a contract clause to require prime contractors to pay subcontractors for satisfactory performance of their contracts no later than 30 days from receipt of each payment you make to the prime contractor. (b) You must ensure prompt and full payment of retainage from the prime contractor to the subcontractor within 30 days after the subcontractor's work is satisfactorily completed. You must use one of the following methods to comply with this requirement: (I) You may decline to hold retainage from prime contractors and prohibit prime contractors from holding retainage from subcontractors. (2) You may decline to hold retainage from prime contractors and require a contract clause obligating prime contractors to make prompt and full payment of any retainage kept by prime contractor to the subcontractor within 30 days after the subcontractor's work is satisfactorily completed. (3) You may hold retainage from prime contractors and provide for prompt and regular incremental acceptances of portions of the prime contract, pay retainage to prime contractors based on these acceptances, Page 2 July, 2005 , . . . and require a contract clause obligating the prime contractor to pay all retainage owed to the subcontractor for satisfactory completion of the accepted work within 30 days after your paymellt to the prime contractor. (c) For purposes of this section, a subcontractor's work is satisfactorily completed when all the tasks called for in the subcontract have been accomplished and documented as required by the recipient. When a recipient has made an incremental acceptance of a portion of a prime contract, the work of a subcontractor covered by that acceptance is deemed to be satisfactorily completed. (d) Your DBE program must provide appropriate means to enforce the requirements of this section. These means may include appropriate penalties for failure to comply, the terms and conditions of which you set. Your program may also provide that any delay or postponement of payment among the parties may take place only for good cause, with your prior written approval. (e) You may also establish, as part of your DBE program, any of the following additional mechanisms to ensure prompt payment: (I) A contract clause that requires prime contractors to include in their subcontracts language providing that prime contractors and subcontractors will use appropriate alternative dispute resolution mechanisms to resolve payment disputes. You may specify the nature of such mechanisms. (2) A contract clause providing that the prime contractor will not be reimbursed for work performed by subcontractors unless and until the prime contractor ensures that the subcontractors are promptly paid for the work they have performed. (3) Other mechanisms, consistent with this part and applicable state and local law, to ensure that DBEs and other contractors are fully and promptly paid. Page 3 July, 2005 LORI HULSE MONTEFUSCO ASSISTANT TOWN ATTORNEY lori.montefusco@town.southold.ny.us SCOTT A. RUSSELL Supervisor PATRICIA A. FINNEGAN TOWN ATTORNEY patricia.finnegan@town.southold.ny.us KIERAN M. CORCORAN ASSISTANT TOWN ATTORNEY kieran.corcoran@town.southold.ny.us Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971.0959 Telephone (631) 765.1939 Facsimile (631) 765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD May 18, 2007 New York State Department of Transportation State Office Building 250 Veterans Memorial Highway Hauppauge, NY 11788-5518 Attention: Mr. Peter Chojnowski RE: PIN #0758.90 South old Improvement to North Fork Trail along CR 48 PE for Signing (Scoping) Dear Mr. Chojnowski: Pursuant to your letter dated February 9, 2007, I am enclosing three counterparts of the Master Agreement in connection with the referenced matter. Please note that a certified resolution is attached to each counterpart. We would appreciate your forwarding us a fully executed original at your earliest convenience for our records. If you have any questions or require anything further in this regard, please do not hesitate to call me. Tlr-~ Lynne Krauza Secretary to the Town Attorney Ilk Enclosures cc: Members of the Town Board (w/encl.) Ms. Elizabeth A. Neville, Town Clerk (w/encl.) Patricia A. Finnegan, Esq., Town Attorney (w/encl.)