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HomeMy WebLinkAboutNYS DOT - FI reconstruction of Silver Eel Cove WharfTO: FROM: DATE: RE: MEMORANDUM ELIZABETH A. NEVILLE, TOWN CLERK GREGORY F. YAKABOSKI, ESQ., TOWN ATTORNEY MARY C. WILSON, ESQ., ASSISTANT TOWN ATTORNEY- MAY 24, 2000 AGREEMENTS, LEASES AND CONTRACTS ATTACHED IS A COPY OF THE CONTRACT WITH THE DOT RE: SILVER EEL COVE WHARF RECONSTRUCTION FOR FIFD THANK YOU FOR YOUR ATTENTION TO THESE MATTERS. SMaster Federal/Local Aid (NonoMarchisellO Project Agreement (FerryK. 98) MUNICIPALITY: FISHERS ISLAND FERRY DISTRICT, TOWN OF SOUTHOLD PROJECT ID NUMBER: BIN: MASTER FEDEtD L/LOCAL AID PROIECT AGREEMENT COMPTROLLER'S CONTRACT NO. __ This Agreement, effective this 2nd day of Septemberl9 9~ is by and between the New York'State Department of Transportation ("NYSDOT"), having its principal office in the Administration and Engineering Building, 1220 Washington Avenue, State Campus, Albany, NY 12232, on beha[f of New York State ("State"), and the Fishers Island Ferry District, Town of Southold (hereinafter referred to as "the Municipality" or the "Sponsor"), whose principal office is at,53uO9t5n 2~t~n R0in the County of Suffolk (the "Sponsor") acting by and~t~rou~C~?t~ fdwn Super'~isor This agreement identifies the party responsible for administration, and establishes the method and provision for funding, of applicable phases of a federal-aid Ferry Boat Discretionary Program, as such project is more fully described by Schedules A and B annexed to this agreement or one or more duly executed and approved SupplementaISchedules to this agreement. The federal-aid project shallbe identified for the purposes of this agreementas FishersIslandWharfReconstruction Project(asmorespecfficaliydescribedinsuchSchedules A and B or supplemental Schedules A and B, the "Project"). WITNESSETH: WHEREAS, the United States has provided Federal funds to the State for the purpose of carrying out Federal Aid Highway projects and a Ferry Boat Discretionary ("FBDP") Program pursuant to the Transportation Efficiency Act ("TEA-21") as administered by the Federal Highway Administration ("FHWA"); and WHEREAS, the New York State Highway Law authorizes the Commissioner to use federal aid available under the federal-aid highway acts; and WHEREAS, under ISTEA NYSDOT receives applications for Federal financial aid for FBDP projects and, upon authorization of such projects, within appropriations therefor provides for the accomplishment of such projects pursuant to agreement between NYSDOT and the project sponsor; and WHEREAS, at its meeting held onAtlq.31,1999 the Municipality authorized the project and its funding, inclusive or the local matching share of the Project; and WHEREAS, pursuant to authorizations therefor, NYSDOT and the Municipality are desirous of progressing the Project under the Federal-Aid Highway Program; and NOW, THEREFORE, the parties agree as follows: 1. Documents Forming this Affreemen~ The IIAgreement Form - this document titled "Master agreement consists of the following: Federal Aid/Local Aid Project Agreement"; ISchedule "A" - Description of Project Funding Sources; ISchedule "Al" - Contract Scope and Budget Allocations; ISchedule "B" - Description of Scope of Work, Tasks, Products and Duration; IEXI-IIB1T A - (if applicable - for construction projects) Work Requirements; ~EXHIBIT B - Sponsor Record Keeping Guidelines; ~EXHIBIT C (if applicable) - Consultant Selection Procedures; ~Appendix "A" - New York State Required Contract Provisions; and ~Appendix "B" - U.S. Government Required Clauses. 2. GeneralDesc~pO'on of ~Vork andResponsibili~' for A dmiru'stration and Performance. 2.1 The work of the Project consists of: 2.1.1 the securing and provision of full Project f~nding described in Schedule A as related to the applicable Contract Scope and Budget Allocations provided in Schedule Al; and 2.1.2 the performance or provision for performance of theScope of Work described in Schedule B or one or more supplemental Schedules B as may hereafter be executed by the parties hereto and approved as required for a State contract, and any additions or deletions made thereto by NYSDOT subsequent to the execution of such Schedules for the purposes of conforming to New York State or to FHWA requirements. 3. Deposit with State. Where the work is performed by consultant or construction contract entered by NYSDOT, the 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. FBDPFundingShare of Costs. For work performed by NYSDOT, NYSDOT will directly apply federal aid and the requited Sponsor Deposit for the non-federally aided portion. For work performed by or through the Sponsor NYSDOT will fund or reimburse eligible Project costs as described below. 4.1 FederalAid NYSDOT will administer federal funds for the benefit of the Sponsor for the federal share and will fund 80% of federal participaffng costs incurred in connection with the work covered by this Agreement, subject to the limitations set forthin Schedules. A and A~. For work performed by or through the Sponsor, NYSDOT will fund or reimburse federal aid- eligible expenditures in accordance with NYSDOT policy and procedures. 4.1.1 ParHcipatingItems. NYSDOT shag 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. Included among the participating items are the actual cost of employee personal services, leave and fringe benefit additives are eligible for Federal participation. Other participating costs include materials and supplies, equipment use charges or other Federal Participating costs directly idenfffiable with the eligible project. 4.1.2 Pe_tiodic Re'unbursement. If the Sponsor finds it desirable to have reimbursement made periodically, upon the request and certification therefor by the Sponsor NYSDOT may make federal aid progress payments based on billings prepared by the Sponsor in accordance with NYSDOT requirements, based on costs incurred as disclosed by the records thereof, as required by the Project, with adjnshnents (including for applicable retainage) to be made after audit by NYSDOT or FHWA. These payments shall be made as moneys become 2 available therefor. 4.2 In no event shall this Agreement create any obligation to the Sponsor for funding or reimbursement of any amount in excess of the lesser of the amount stated in Schedule A (or duly executed Supplemental Schedules) A for the Federal share, or the Federal share of actual eligible Project cost~. 4.3 All items included by the 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. 4.4 If Project work, including oversight thereof, is performed by NYSDOT, NYSDOT will be paid for the full costs thereof from funding available pursuant to this Agreement and any deposit with the State hereunder. 4.5 All items included by the Sponsor in the record of costs shall be in conformity with accounting procedures acceptable to NYSDOT (See EXHIBIT B) and the FHWA. Such items shall be subject to audit by the State and the FHWA. 5. Supplemental Agreement or Supplemental Schedules. 5.1 Supplemental Agreements or Supplemental Schedules A and B. Supplemental Agreements or supplemental Schedules A and B may be entered by the parties, and must be approved in the manner required for a State contract. 5.2 SupplementalSchedulesAZ Provided that the Grand Total of Schedule Al_ is not exceeded thereby and Schedules A and B require no change as a result thereof, and without constituting a contract amendment requiring the State Comptroller's prior approval thereof, Schedule A1 is subject to the modification of items therein or the interchange of amounts between items within such Schedule Al_ upon NYSDOT's approval and issuance of a Supplemental Schedule A1 reflecting such modification or interchange, and the filing thereof with the State Comptroller in connection with this agreement. 6. State Recovery of lneligible Reimbursements. NYSDOT shall be entitled to recover from the Sponsor any moneys paid to the Sponsor pursuant to this Agreement which are subsequently determined to be ineligible for Federal Aid hereunder. 7. Loss of Federal Participat~bn. If the Project is one for construction, and the Sponsor withdraws its approval of the Project or suspends or delays work thereon or takes other action that results in the loss of federal participation for the costs incurred pursuant to this agreement, the Sponsor shall refund to the State all funding received from the State, and shall reimburse the State for 100% of all preliminary engineering and right-of-way incidental costs reimbursed. The State may offset any other State or federal aid due to the Sponsor by such amount and apply such offset to such repayment obligation of the Sponsor. 8. Sponsor Liabili~. 8.1 If the Sponsor performs 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 performed by or on behalf of the Sponsor, its officers, agents, servants or employees, contractors, subcontractors or others in connection therewith. The 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 perform. 8.2 The Sponsor shall require its vendors (i.e., equipment and fuel suppliers) to protect, indemnify and save harmless the Sponsor and the State of New York from and against all liabilities, losses, claims, damages, judgments, penalties, causes of action, costs and expenses (including, without limitation, attorney's fees and expenses) imposed upon or incurred by or asserted against the Sponsor or the State of New York resulting from, arising out of or relaffng to the performance of this Agreement. 9. Facility Maintenance. Except as otherwise 3 provided for a NYSDOT administered project during its construction phase only', ff this. is a construction project the Sponsor shall be responsible for the maintenance of the project at the sole cost and expense of the Sponsor, If the 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. 10: Independent Contractor. For the purposes of this Agreement, the officers and employees of the Sponsor, in accordance with the status of the 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 officer or employee of the State by reason hereof, and that they will not by reason hereoL make any claim, demand or application to or for any right or privilege applicable to an officer or employee of the State, including, but not limited to, Workers Compensation coverage, Unemployment Insurance benefits, Social Security or Retirement membership or credit. 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 moneys available to the State and no liability on account thereof shall be incurred by the State beyond moneys available for the purposes hereof. No phase of work for the project shall be commenced unless and until NYSDOT receives authorization from the Federal government. 12. AssiooT~ent or Othe~ Disposition o£Aoo~ement The Sponsor agrees not to assign, transfer, convey, sublet or otherwise dispose of this Agreement or any part thereof, or of its right, title or interest therein, or its power to execute such Agreement to any person, company or corporation without previous consent in writing of the Commissioner. 13. Term o£Agreement As to the Project and phase(s) described in Schedule(s) A executed herewith, this agreement takes effect as of the date of this Master Agreement as first above written. This agreement takes effect as to the Project and phase(s) established in any duly executed and approved supplemental Schedule(s) A as of the date of such supplemental Schedule(s) A. This agreement shall remain in effect so long as federal aid funding authorizations are in effect and funds are made available pursuant to the laws controlling such authorizations and availabilities. However, if such authorizations or availabilities lapse and are not renewed, continued or reenacted, as to funds 4 encumbered or available and to the extent of such encumbrances or availabilities, this agreement shall remain in effect for the duration of such encumbrances or availabilities. Although the liquidity of encumbrances or the availability of funds may be affected by budgetary hiatuses, a federal or State budgetary hiatus will not by itself be construed to lapse this agreement, provided any necessary federal or State appropriations or other funding authorizations therefor are eventually enacted. 14. ~YSDOTObligalions. NYSDOT's responsibilities and obligations are as specifically set forth in this contract, and neither NYSDOT nor any of its officers or employees shall be responsible or liable, nor shall the Sponsor assert, make, or join in any claim or demand against NYSDOT, its officers or employees, for any damages or other rel/ef based on any alleged failure of NYSDOT, its officers or employees, to undertake or perform any act, or for undertaking or performing anY act, which is not specifically required or prohibited by this agreement. 15. Required Clauses. Attached hereto and made a part of this agreement as if set forth fully herein is Appendix A, standard clauses for all New York State contracts. IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their duly authorized officials as of the date first above written. Sponsor: Fishers Island Ferry District, Town of Southold: Title: 0 Fishers Island Fer]}y D~trict Title: ~2d._~-,.2,~.,~ 12 NYSDOTA For the Commissioner of Transportation Agency Cer tification~ In addition to ~e acceptance of this contract I also certify the original copies of this signature page will be attached to all other exact copies of this contract. OCT Z U 1999 APPROVED AS TO FORM ~"" '"\ -/z ? ~ A-PPR~VED AS TO FORM: CORPORATION COUNSEL ,, ~, "~ ~F ~E~ YORK A~ORNEY GENERAL OCl , , -"' ~ BY' ~ L ~'~,' "' % -: -- AsKm~nt A~orney General ~A ~ ~ 0 ~ss~ :,':~ ~,w T'J~'~ - * '999 ~OM~ROLLER'S APPROVAL: OCl ~o~ DAT~: By: For the Blew York State Comptroller Pursuant to State Finance Law §112. STATE OF NEW YORK ) )SSd COUNTY OF ~U~q= t~L~c- ) On this ~-nd'~ day of ~:'l~e*'nl::~o-ar , 199~ before me personally came t.~e_on Lt.3. C._ocJnretr~ tomeknown, who, beingby.medulysworndiddeposeandsaythathe/sheresides at 2."lo?ools~.~ctttlk.,e~ooc~laol~l,iOy;thathe/sheis the I o~o,~ ~tx~v i$o.r oftheSponsorCorporation described in and which executed the above instrument; and that he/she executed the above instrument pursuant to authority vested in him/her. ~~~~ Notary Public By: For the New York State Comptroller Pursuant to State Finance Law §112. STATE OF NE~YORK ) On this m' ~ day ofk'--~~i''A'''' 1992'before me personally came e~l~, ~a~7~,~'"~'~--~7o me known, who, being b-~n"~uly sworn did depose and say that he/she resides ~ .~/&~a~, M,k/, ;~athe/she~e 'k~~ ~Spo~orCor~orafion d~cri~d ~ ~d which execute~e above ~ument; and ~ted~ a~u~ent ~ursuant to au~ori~ vested ~ h=/her. Term Explre~ 6 ELIZABETH A. NEVILLE TOWN CLERK REGISTRAR OF VITAL sTATIsTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hedl, 53095 Main Road P.O: Box 1179 Southold, New York 11971 Fax (516) 765-6145 Telephone (516) 765-1800 OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION WAS ADOPTED AT A REGULAR MEETING OF THE SOUTHOLD TOWN BOARD HELD ON AUGUST 31, 1999: WHEREAS, a Project for the Fishers Island Ferry District Silver Eel Cove Wharf Reconstruction, P.I.N. 075748 (the "Project") is eligible for funding under Title 23 U.S. code, as amended, that calls for the apportionment of the costs of such program to be borne at the ration of 80% federal funds and 20% non-federal funds; and WHEREAS, the Town of Southold desires to advance the above project by making a commitment of 100% of the non-federal share of the costs of the Fishers Island Ferry District Silver Eel Cove Wharf Reconstruction; now, therefore, be it RESOLVED that the Town Board of the Town of Southold hereby approves the above subject project; and it is hereby FURTHER RESOLVED, that the Town Board of the Town of Southold hereby authorizes the Fishers Island Ferry District of the Town of Southold to pay in the first instance 100% of the federal and non-federal share of the cost of construction work for the Project or portions thereof, and it is FURTHER RESOLVED, that the sum of $160,000.00 is hereby appropriated from Fishers Island Ferry District Budget 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 of the Town of Southold shall convene as soon as possible to appropriate said excess amount immediately upon notification by the Fishers Island Ferry District thereof, and it is FURTHER RESOLVED, that Supervisor Jean W. Cochran of the Town of Southold be and is hereby authorized to execute all necessary agreements, certifications, or reimbursement requests for Federal 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 Project and providing for the administration of the Project and the municipality's first instance funding of Project costs and permanent funding of the local share of federal-aid-eligible Project costs and all Project costs within appropriations therefore that are not so eligible, and it is FURTHER RESOLVED, that a certified copy of this resolution be filed with the 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 shall take effect Immediately. Southold Town Clerk August 31. 1999 By:_ For the New York State Comptroller Pursu~mt to State Finance Law {}112 STATE OF NEW YORK ) )SS.: COUNTY OF --~ O r~ v: 0L-~-- ) On this 5th day of October , 199_~9 before me personally came Elizabeth A. Neville tomeknown, who, beingb.ymedulvsworndiddevoseandsaythatl~ed, sheceside, s iu -i e y I w n that he/she is the .Town Clerk oftheSponsor~ described in and which executed the above instrument; and that4~/she executed the above instrument pursuant to authority vested in l~/her. - LINDA J. COOPER Notary Public, State of New York No. 4822563, Suffolk County T,: 'm E,~..cir~s December 31, SCHEDULE A Federal Aid/St [Not for Uae wi AGREEMENT PURPOSE: Administrative Oc (Chec~ one) )~P.E. I Desl~ PIN: 075748 Work Type (s): transportation, ora cerrldor. .-- NHS (NeUon; __ STP (Suffaoe -- HBRR (Hlghv ,ts Aid/Local Agreement - Schedule A Page 1 of 2 pages h Marchlaelll funded project phases] O8C Municipal Contract # 96-4~-601 · Project Completion DIM: 12J99 MAIN (Master) Agmemem ~ction -- SUPPLEMENTAL Schedule No. Individual Project Phase Identification __ ROW Incidentals -- ROW Aoqul~ltlon X Construction,Cfi & CAS Design construction and Installation of streetscape Imixovements, beaultflc~Uon elements, ~nway systems and cultural references to enhance pedestrian and vehicular flow along tho Street County: Federal Air Agreement Type (Nondlaarchlselll) (Check Applicable C~;~gory Boxes Below) I Highway Sy~em Transportation Program) ay Bridge Ropl. & Rahab. __ Timber Bridgle - -- CMAQ (Conl~esUon Mitigation &/Mr Quality Federal Emergency Relief __ Research & Technology Federal LAnds ... Indian Reeerveflon Bridge (s) X Other (e.g., ITS Scenic Byway DeKribe: MA Feny Boat Discretionary Program 0~/23/19~9 12:34 8605727569 DOCK0 Il,lC Federal I State .Nd Agreement - S~hedule A (continued) Page 2 of 2 pag~ A. SUMMARY OF ELIGIBLE FEDERAl. AID -pARTICIPATING" COSTS (for this Phase Only) Ll~t EIIglide TOTAl. FEDERAL STATE LOGN- PIN PARTICIPATING PARTICIPATING AID MATCHING Sh~l~ (I) CO~T$ ~ID ~ ~0% SOURCE 8HARE MoblllzMto~ Demolition New Whiff & DoIphlnl 340,000.00 Bulkhelcl B ack'wMI including TleBar, kl p.vemant (Alt. Bid) 0,000.00 24,000°00 10,000.0~ Conltr~tlon To~l 800,000,00 TOTAL ELIGIBLE cos'ri; Lj~t ~ny oth~' PIN FIIo. I Shire (e4.~dk~ ruNS) Permitting, Survey & Design Oeotl~hnl~ll Inv~tZg~Jon Geote~hnlead Environmental Inv~tlg~tion Admlnl&'tr~tlon Inlpectlon~ Admlnl~r~tlon NoN.FEDERAL AJD pARTICIPATING CO,ST~ (ff' ~Pl~lcable) Other NY$ DOT Program Fund Soun~ (if ~ny) $ Ottmr NY $t.~ ~ov't Fund 5oun~ (If In¥) Otlm' Non. Pul)ilo Fund ~ouroe (if ~ny) LOCAL OVERMATCH I~t, er In~dnd Contrtlx~kml S 47,800.00 7,~97.00 M inegement-Coordlmd;I or pmJeot MInK Prime Consultant FEDERAL AID $ r=40,O00.O0 STATE AID LOCAL .ND S 274,460.75 OTHER AID TOTAL $914,460.75 SCHEDULE A 1 SCHEDULE B: PHASES, SUBPHASE/TASKS, AND ALLOCATION OF RESPONSIBILITY PAGE 1 OF 3 INSTRUCTIONS. ENTER AN .......... ~ ~,,.e=-,.u~- ,'ra, e:~r "r~ STATE LABOR FORCES OR A STATE CONTRACT~ OR i~'r4Trr-i'{ ~ ~ ~l ' ENTERI la.'JG AN"g" IN EITHER THE NYS UU/COLUMI~/u '~'~''~''u''~''I ~'' ~ ........ LABOR FORCE~ OR A LOCALLY ADMINISTERED COI~F~'RACT. OTHER APPROPRIATE COLU MN TO INDICATE A TASK ALLO~ATI=U ~ ~ocafion of PH~E/SUBPHASE ~ Respo~ib~ Al. Pre~a~ Eng~eer~g ("PE") Ph~e 1. ~ov~: Prepare & d~ibute a~ requ~ed proj~t report, ~clud~g ~ Expanded Proj~t Proposal (EPP) or ~Op~g Summa~ X Memor~dum (~M), ~ appropriate. 2. Perform data co~ecfion and ~alys~ for d~i~, ~clud~g ~Mfic coun~ ~d forecast, accident da~, l~d use ~d development X ~alys~ and for~as~. 3. Prelim~a Desi : Prepar~ & d~ibute D~i~ Report/Desi~ Approv~ Do~ment (DAD), ~clud~g ~v~omen~l ~ys~/ assessment, ~d o~er repor~ requ~ed to demom~ate ~e completion of specific desi~ subph~ or ~ ~d/or to s~re ~e X approval/au~or~afion to proc~d. 4. Review & C~culate aH proj~t report, plus, ~d o~er project da~ to ob~ ~e n~sa~ review, approve, ~d/or o~er ~put ~d a~om r~u~ed of o~er ~SDOT uni~ ~d external agen~. X 5. Ob~ aerial photography ~d photog~e~ic mapp~g. X 6. Perform a~ su~eys for mapp~g ~d design. X 7. De~fled Design: Perform a~ proj~t desi~, ~clu~g a prep~afion of p~n shee~, cross-sec~om, proffi~, de~ sh~, sp~ial~ ite~, shop draw~gs, and o~er items requ~ed ~ accord~ce ~ ~e ~ghway Desi~ M~u~, ~dud~g ~ Highway D~i~, ~clud~g pavement E~uafiom, ~clu~g ~g ~d ~y~g cor~; d~i~ of pavement ~ ~d appHcafiom procedure; preparation of bridge site data package, ff n~s~, ~d a~ S~c~r~ Desi~, ~clud~g hy~au~c ~ys~, n~s~, foundation desi~; ~d a~ desi~ of highway appurt~c~ & systems (e.g., Si~a~, ~ fac~es), ~d ma~ten~ce ~d prot~fion of ~fic plato. F~ criteria wffi apply to r~ work. X 8. P~fom l~dscape desi~ (~clud~g erosion consol). X 9. Desi~ env~onmen~l mitigation, where approp~ate, ~ co~on wi~: No~e read~gs, projecfiom, ~ qu~ mo~tor~g, emmsiom proj~fiom, hazardous w~, ~stos, de~rm~a~on of n~d for ~l~r~ reso~c~ su~ey. X 10. Prepare demo~fion con~ac~, u~ relocation p~/con~ac~, ~d ~y o~er pl~ ~d/or con~act do~men~ r~u~ed to advice, separately, ~y portions of ~e proj~t which may ~ more appropriately pro~essed sep~at~y ~d ~dep~denfly. X PHASE/SUBPHASE i Allocation of Responsibility lqYSDOT IIJI4ICIPALIT ¥ 7. Prepare relocation plans, if requited. N / A B. Right of Way (ROW) Acquisition N/A: All Land Owned by Sponsor 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 requited legal notices; and all other actions necessary to secure title to, possession of, and entry to requited properties. N [ A 2. Provide requited relocation assistance, including payment of moving expenses, replacement housing supplements, mortgage interest N ! A differentials, closing costs, mortgage prepayment fees. 3. Conduct any public hearings and/or informational meetings as may be required by the Eminent Domain Procedures Law, including the provision of stenographic services, preparation and distribution of transcripts, and response to issues raised at such meetings. N / A 4. Conduct condemnation proceedings, court, and any other legal actions requited to acquire properties. N / A 5. Monitor all ROW Acquisition work and activities, including review and processing of requests for rolmbu~om~nL N I A 6. Provide official certification to FHWA that all right-of-way requzred for the constructmn has been acqrured and ~s 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. 7. Conduct any property management activities, including establishment and colleclang rents, building maintenance and reparrs, and any other activities necessary to sustain properties and/or tenants until the sites are vacated, demolished, or otherwise used for the lq [ A construction project. _ C. Construction (C), Supervision (C/S) and Inspection (C/I) Phase 1. Advertise contract lettings and distribute contract doo~ments to prospective bidders, X 2. Conduct all contract letffngs, including receipt, opening, and analysis of bids, evaluation/certification of bidders, notification of rejected bids/bidders, and awarding of the construction contract(s). X 3. Receive and process bid deposits a~d verify any bidder's insurance and bond coverage that may be required. X EXHIBIT A EXHIBIT A Work Requirements The work of the project shall be performed in accordance with the following requirements: Construction Plans, Specifications and Estimates a. The Sponsor shall comply with all applicable statutes, permits, ordinances, rules and regulations relative to the development of the project including those for projects which may have a significant effect on the environment State Environmental Quality Review Act, significant effect on agricultural districts (Agriculture and Markets Law, Article 25AA), the preservation of historic structures, the quality of water and potential for flood hazards and losses (Environmental Conservation Law, Articles 8 and 36) and certify such compliance in a form acceptable to NYSDOT. b. Contract work with any person, firm, corporation or agency, either governmental or private, to accomplish the Project will be in accordance with applicable State law. The choice of contract engineers by the Sponsor to perform preliminary engineering or construction inspection is subject to the approval of NYSDOT. c. All construction materials and construction methods shall be in accordance with specifications approved by NYSDOT. The Sponsor shall design and construct the Project, or cause it to be designed and constructed, in accordance with standards agreed to by NYSDOT under the supervision of a professional engineer, or architect or other professional as agreed to by I~'SDOT. Construction supervision work shall be performed by the Sponsor or by contract. d. The record sampling program, independent testing and quality assurance procedures applicable to federal-aid Projects performed by the Sponsor shall be in accordance with specifications approved by the NYSDOT. e. Any contract plans and specifications shall be stamped with the seal of a professional engineer licensed in this State and shall be signed by such professional engineer, or shall be signed by such other professional licensed in this State, as approved by NYSDOT. The plans and specifications shall be filed with NYSDOT. f. The contract between the Sponsor and its contractor(s) must comply in every way with apphcable State laws, rules, regulations. NYSDOT shall not be a party to any such third party contract. As required by law construction contract lettings and construction contract awards shall be based on competitive bidding, and shall require prior approval of NYSDOT in the following manner: a. Prior to advertising for bids, one copy each of the proposed construction contract, plans, specifications and all related bidding documents shall be submitted to NYSDOT for approval, and must receive approval from NYSDOT prior to such advertisement. The bid invitation and the contract to be let shall contain a statement that the contract will be awarded by the Sponsor subject to the approval of NYSDOT. b. Advertisement must be placed in newspapers, bulletins, trade journals and/or minority publications fora ~um of #zree weeksto insure free and open competition, unless a different period is approved, in writing, by NYSDOT. c. After the bid opening and before award, the following contract award package shall be submitted to NYSDOT: 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Proof of publication of advertising for bids. Certification of all bids received with tabulation of up to six lowest. Copy of the proposal signed by the bidder selected for award of the contract. If the award is not to be made to the lowest bidder, a statement of explanation. Bid amount broken down by fiscal shares. Competitive bidding statement. Recommendations for award. Analysis of low bid, including identification of unbalanced bids. Certification of quantities of items bid 25% or greater over the engineer's estimate. Non-collusive Bidding Certification. Bidder Debarment History Certification. 12. For contracts over $500,000 or as otherwise required: · Schedule of proposed DBE participation; and · NYS Uniform Contracting Questionnaire (CCA-1). NYSDOT will review the Contract award package and, after approval, award the contract and file an executed copy thereof with NYSDOT. EXHIBIT B EXHIBIT B Sponsor Record Keeping Guidelines The following are the record keeping requirements for State reimbursement of participating direct costs on Federal-Aid/State Aid projects: Progress Billings. After approval of the Agreement, the Sponsor may submit progress billings to NYSDOT for the Federal share, and the applicable State share of approved costs shall be supported as follows: a) Contracts/Consultant Agreements - Separate invoices or billings are required for each contract, each consultant agreement, and for work performed by Municipal employees. Billings for payments made on contracts or consultant agreements will be made on NYSDOT's Form FIN 421, as it may be amended, and supported by a copy of the applicable payment estimate(s) for contracts or consultant agreements. b) Work by Municipal Employees Billings for Municipal employees will be on NYSDOT~s Form FIN 421, supported by an Engineer's Payroll Abstract for the period(s) covered by the billings, copies of payroll time sheets for the applicable billing period and copies of paid invoices or supporting documents for all non-personal service cost items in excess of $250. Only those direct Project costs as defined in applicable Federal regulations and incurred subsequent to the date of Federal Highway Administration authorization can be included in billings. The supporting documents for personal service and non-personal service costs are to include the following: (~) Payroll Time Sheets - The signature of the employee and approval of the employee's supervisor is required on each time sheet. These signatures attest to the employee's assignment and hours worked on the Projects indicated, and demonstrate that periods of paid leave are charged to appropriate leave categories or accounts. Employee time for such leave, holidays, vacation or other paid leave cannot be charged directly to Projects 6n tLme sheets since such costs must be allocated to Projects by using an approved percentage additive rate applied to direct payroll costs. Time sheets must correspond with applicable payroll records and amount paid for each employee based on a comprehensive payroll/labor cost distribution system. 2) Engineer's Payroll Abstract - Leave and fringe benefit additives are to be cakulated and charged to Projects at percentage rates previously approved by NYSDOT for provisional billing purposes, subject to final audit. (3) Non-Personal Service Costs - Copies of invoices or documentation showing amounts and notations as may be required to clearly identify the purpose of each item. Copies of employee reimbursement vouchers for travel or similar costs are not required with progress billings but must be retained by the Sponsor for subsequent audit. c) NYSDOT will reimburse Municipal personal service, fringe benefits, non-personal service and related costs which are clearly identifiable to a specific project. Local claims for reimbursement of such expenditures u fi Il ~'~s th e same Form "FIN 421" processing procedure as is routinely used for reporting Consultant Payment Requests. Municipal claims for reimbursing preliminary engineering, construction engineering or other approved work -- whether performed by Municipal employees or by a Consultant - requires only the completion of a single column of TotalCosts which pertain solely to eligibility for the Federal Aid component. If a project is eligible for State "Marchiselii" Aid, the word "MARCHISELLI" should be clearly recorded on the FIN 421 form by the Sponsor before it is submitted to the NYSDOT Regional Office for approval and cer~,'caUon. Reimbursement of any otherwise eligible State- share (e.g., Marchiselli funding) requires special processing of the 421 form by the NYSDOT Regional Office. This process reflects both a separate funding source and the additional eligibility criteria applied to State aided projects. The Regional Office makes any necessary adjustments required to the "federal aid eligible" costs reported by a Sponsor prior to forwarding a copy of FIN 421 to the NYSDOT Local Programs Section, who administer reimbursement of the State Share only. Every transaction listed on the Project Detail Ledger will be recorded in the same level of detail as the total from each supporting source document (no summarization of source documents amounts). All transactions listed on the detail ledger will ident~y the source document for the transaction by referencing contract/esfimate numbers, socialsecurity numbers (for time sheets and employee reimbursements), vendor or payee numbers for vouchers, etc. The applicable accounting system record date will also be included for each transactions, i.e. - pay period dates for time sheets, or voucher approval or date paid for payments to the consultant, employee reimbursements, etc. The ledgers for the Project will include totals for all transactions recorded during: 1) each accounting month, (2) the fiscal year of the Sponsor, and (3) for the Project life to date. CornpletinE FIdV427: The amount listed on lines 1-3 of the Work Performed Section of the FIN 421, and the supporting documentation, should be for 100% of the share of participating costs eligible for federal ai.d. However, since the amount shown on line 3 of the FIN 421 is applicable to calcnla~tg the Federal share only, a notation after that amount is required to indicate the Total Costs reported times a "Federal Aid Percentage" (e.g., "$. X %"). For example, "$100,000 X 80%" (with "80%" being the federal aid percent). On the other hand, lines 7 and 8 for such billings should reflect only the amount of computed Federal Share payments, with Line 8 containing only the amount currently being claimed for reimbursement of the federal share. 2. Project Detail Ledger~. For audit purposes, a Project Detail Ledger is required as the official accounting record of the Sponsor to record and accumulate all cost transactions applicable to the Project. All costs recorded on the Project Detail Ledger should be for 100% of such costs with reduction for the non- Federal share, and for any applicable State share. EXHIBIT C EXHIBIT C Consultant Selection Procedures Unless alternative procedures are approved by NYSDOT, the municipality/sponsor will employ the following procedures for the selection of any consultant to perform work on their project. The procedures listed below apply to the procurement of professional services. As shown, differentiations are made at certain stages bel~'een architectural/engineering/land surveying (collectively referred to as'A/E") services, and other ("non-A/E") professional services. In addition, the procedures outlined for A/E services only apply to those services with a total dollar value greater than $25,000. For A/E services valued less than $25,000, the non-NE procedures may be followed. If there is a question as to which procedure is applicable for a given project, the municipality/sponsor should contact the Local Consultant Selection Coordinator, Contract Management Bureau, NYSDOT, for guidance prior to the initiation of procurement activities. For illustrative purposes, the procedures below assign functional responsibilities and titles for the various steps. The municipality/sponsor may substitute their own functional equivalents for these titles, but no substantive changes in the procedure may be made without prior written approval from NYSDOT. ACTION/TASK PERFORMED BY Municipality/Sponsor Requiring Consultant Project Manager ACTION/TASK 1. Assign a Project Manager (PM) to coordinate and oversee all procurement and consultant activities. Prepare a service contract requirement package. The package should include the following: (a) a scope of services describing in detail the services to be performed; (b) a schedule for completion of critical tasks in the project; (c) an estimate of the value of the services to be provided, including anticipated staff hours, overhead, profit, and non-salary costs; (d) all other technical data that may be included in the solicitation for professional services, such as minimum qualifications or requirements, maps, plans, etc. Designate at least three (3) individuals to serve on a consultant selection committee. Committee members should be familiar with the project and/or knowledgeable in the field of professional services being solicited. Assign a contract number to the assigned contract, (if available, this can be the Project Identification Number (PIN) assigned to the project by NYSDOT). Project Manager Project Manager and Selection Committee Project Manager 5. Contact NYSDOT to discuss proposed procurement methodology to insure that proper procedures are understood for the type of services to be procured. Discuss desirable qualifications of consultant, and establish selection criteria to be utilized in the evaluation of consultant proposals or Expressions of Interest (EOl's). Establish relative weights for each criteria based upon its relative importance to the committee. Examples of commonly used selection criteria include: experience of firm with similar projects; experience of proposed staff with similar projects; experience with municipality/sponsor; reasonableness of proposed approach and schedule; familiarity with area; etc. COST AND PRICING IS NOT ALLOWED AS A SELECTION CONSIDERATION FOR A/E PROCUREMENTS WITH A VALUE OVER $25,000. COST AND PRICING INFORMATION CAN BE UTILIZED FOR NON-A/E PROCUREMENTS AND FOR A/E PROCUREMENTS WITH A CONTRACT VALUE LESS THAN $25,000. Establish Disadvantaged Business Enterprise (DBE) participation goals, if appropriate. 8. FOR A/E PROJECTS Prepare a Request for Qualifications (RFQ) package to be sent to all prospective consultants. The RFQ must include the following: (a) a project identification number and indication that the project is federally funded; (b) a statement of the work to be performed; (c) the anticipated project schedule; (d) an estimate of the total project cost; (e) selection criteria, listed in order of decreasing importance (do NOT include criteria weights)~ (f) DBE requirements, if any; (g) material to be submitted in the Expression of Interest and desired format of submission; (h) number of copies of EOI to be sent, EOI due date, and address where EOl's should be mailed; (i) name, address, and phone number of contact person; (j) any additional project information that may be useful to the consultants in their EOI preparation (ie: availability of plans or maps for inspection, time and date of any planned site tours, etc.)~ (k) a statement indicating that responding firms must be licensed to practice engineering in New York State. THERE MUST NOT BE ANY REQUEST FOR COST OI~.PRIC]NG INFORMATION IN THE RFQ. 8. FOR NON-A/E PROJECTS Prepare a Request for Proposals (RFP) package to be sent to all prospective consultants. The RFP must include the fo[lowing: (a) a project identification number and indication that the project is federally funded; (b) a statement of the work to be perfdrmed; (c) the anticipated project schedule; (d) an estimate of the total project cost; (e) selection criteria, listed in order of decreasing importance (do NOT include criteria weights); (t) DBE requirements, if any; (g) material to be submitted in the proposal and desired format of submission; (h) number of copies of proposals to be sent, proposal due date, and address where EOl's should be mailed; (i) name, address, and phone number of contact person; (j) any additional project information that may be useful to the consultants in their proposal preparation (ie: availability of plans or maps for inspection, time and date of any planned site tours, etc.); (k) a cost proposal consisting of a lump sum/specific hourly rate for performing the work as outlined in the RFP. Each cost proposal should contain the following elements: (1) Salaries - A salary schedule listing descriptive job tit]es for the staff to be assigned to the project and their present hourly rates; (2) Non-Salary Costs - A direct non-salary cost schedule shall list all out-of-pocket expenses expected to be incurred during the performance of the project. Travel meals, and lodging shall be limited to the prevailing maximum rates as established by the NYS Comptroller, (available from NYSDOT Contract Management Bureau) 3) Cost Summary - A final schedule that summarizes the direct labor, overhead rate, fixed fee (profit), and direct non-salary costs for the project. Project Manager 10. 11. 12. Make all necessary arrangements for advertisement of the RFQ/RFP. Advertisements must be for one day in the New York State Contract Reporter, except for projects located in the metropohtan New York City area, which must be advertised in the New York State Contract Reporter AND/OR the New York City Record. It is at the municipality/sponsor's discretion whether to advertise in local newspapers or publications in addition to the required pubhcafions. If the RFQ/RFP is of short length (less than two pages), the entire request can be placed in the advertisement. Proposers will respond directly to the advertisement to the municipality/sponsor with their EOI's or proposals. If the RFQ/RFP is contains more information than is practical to place in an advertisement, the advertisement should ask for interested firms to submit a one page Letter of Interest (LOI) to the municipality/sponsor. Firms sending a LOI in response to the advertisement will then be sent a copy of the RFQ/RFP when available. Advertisements requesting LOI's should contain the following information: (a) a project identification number; (b) an indication that the project is federally funded; (c) a brief description of the project scope; (d) an estimate of total project cost; (e) anticipated project start and completion dates; (f) name, address, and phone number of contact person; (g) LOI due date with a statement informing interested firms that those submitting an LOI will receive a copy of the RFQ/RFP when it is available. Issue RFQ/RFP to all responding firms (if requesting Letters of Interest) and any other firms that otherwise request a copy. No copies should be distributed prior to the advertised due date of the LOI's. Respond to questions from prospective proposers regarding clarifications, omissions, etc. If as a result of such questions any part of the RFP/RFQ requires clarificafion, change, °r augmentati°n' issue an addendum to the RFP/RFQ to ALL respondents and, if necessary, extend the response deadline appropriately. 13. If applicable, coordinate site visits for prospective proposers. Arrange for appropriate safety personnel to be present as necessary (ie: taggers). 14. 15. 16. 17. Make available any plans, maps, reports, and other written material pertinent to the project referred to in the RFP/RFQ for viewing by all interested proposers. Receive all proposals/EOI's and review for proper format and completeness. Prepare scoresheets for use by selection committee in their evaluation of proposals/EOI's. Scoresheets should list all evaluation criteria and summarize the applicable scoring methodology. Generally, scoring should be on a scale of 0 - 10 for each evaluation factor,, using whole numbers only. Distribute scoresheets and one copy of each proposal/EOI for each firm to all committee members and establish a date for the selection committee to meet and discuss their reviews and scores. Selection Committee 18. FOR A/E PROJECTS Each committee member individually reviews each Expression of Interest received and assigns scores for each selection factor. Upon completion of all reviews, returns scoresheets to Project Manager for tabulation of rankings. 18. FOR OTHER PROJECTS Each committee member individually r~views each proposal received and assigns scores for each selection factor. Upon completion of all reviews, returns scoresheets to Project Manager for tabulation of rankings Project Manager 19. Tabulates scores from all committee members (multiplying scores by their factor weights) Summarizes composite scores in rank order and returns a summary of scoring to committee members for discussion at committee meeffng. 19. Tabulates scores from all committee members. (multiplying scores by factor weights). Summarizes composite scores in rank order and returns a sumanary of scores to committee members for discussion at committee meeting. Also, summarizes pricing information for all firms and distributes to committee members Selection Committee Project Manager Selection Committee (if oral presen~an'ons are to be held) Project Manager (#' oral presenta~bns were held) 20. FOR A/E ~ROJECTS 20. FOR OTHER PROJECTS 21. Each committee member reviews their scores and the overall rankings. Committee meets to discuss the scores for the top ranked firms. Members should discuss the strengths and weaknesses of each of the top firms, and revise their scores as appropriate as a result of discussions. At the conclusion of the meeting, all final scores are returned to the Project Manager for tabulation. Tabulates final scores. Contacts NYS Department of Transportation for approval of recommended firm (go to step 24) OR invites top ranked firms to prepare oral presentations. Firms should be provided with a list of questions that they will be expected to answer at the oral presentation as well as the factors the committee will be using to evaluate their presentations. The use oforalpresenta~bns is op~bnal for all projects and at the discrelion of the locality/sponsor. 21. Each committee member reviews their scores and the overall rankings. Committee meets to identify those firms that are technically qualified to perform project work. Those firms that are determined to be qualified have their cost information reviewed. Discussions should be held amongst the committee members to determine which firm(s) offer the best combination of technical merit and cost. Members have the opportunity to revise their scores as a result of discussions. Contacts NYS Deparhnent of Transportation for approval of recommended firm (go to step 24) O._~_R invites top ranked firms to prepare oral presentations, firms should be provided with a list of questions that they will be expected to answer at the oral presentation as well as the factors the committee will be using to evaluate their presentations. The use of oral presentat~bns is opt~bnaI for all projecls and at the discretion of the }ocali~y/sponsor 22. Attends oral presentations and evaluates each firm based on the predetermined factors. Committee members should take written notes for each firm, highlighting the relative strengths and weaknesses of each firm in terms of the evaluation factors. 22. Attends oral presentations and evaluates each firm based on the predetermined factors. Committee members should take written notes for each firm, highlighting the relative strengths and weaknesses of each firm in terms of the evaluation factors and cost considerations. 23. Summarizes committee comments and recommendation and forwards to NYS Department of Transportation for approval NYS Department 24. Reviews recommended firm and, if acceptable, informs municipality/sponsor to contact wLrming firm and open of Transportation contract negotiations. 25. Upon receipt of approval of the selection from NYSDOT, contacts winning firm to initiate contract negotiations and informs all other proposers that they have not been selected. Project Manager EXH C 1.WPD APPENDIX A STANDARD CLAUSES FOR ALL NEW YORK STATE 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, licensor, licensee, lessor, lessee or any other party): 1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State shall have ne 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 $10,000 ($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. 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-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-discrimination provisions, the Contractorwill 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 220-e of the Labor Law, if this is a contract for the construction, alteration or repair of any public building er 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 or 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 fora 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 er days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law. 7. NON-COLLUSIVE BIDDING REQUIREMENT. In accordance with Section 139-d of the State Finance Law, if this contract was awarded based upon the submission of bids, Contract or warrants, under penalty of perjury, this its bid was arrived at independently and without collusion aimed at restricting competition. Contractor' further '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. 8. INTERNATIONAL BOYCOTT PROHIBITION. in accordance with Section 220-fofthe 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 shaI~ participate in an international boycott in violation of the federal Export Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the contract's execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the State Comptroller within five (5) business days of such conviction, determination or disposition of appeal (2 NYCRR 105.4). 9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the State's option to withhold for the purposes of set-off any moneys due to the Contractor under this contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State department or agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. 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 establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this contract (hereinafter, collectively "the Records"). The Records must be kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter. The State Comptroller, the Attorney General and any other person or entity authorized to conduct and examination, as well as the agency or agencies involved in this contract, shall have access to the Records during normal business hours at an office of the Contractor within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and copying. The State shall take reasonable steps to protect from public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers Law (the "Statute") provided that: (i) the Contractor shall timely inform an appropriate State official, in writing, that said records should not be disclosed; and (ii) said records ~liall be sufficiently identified; and (iii) designation of said records as exempt under the Statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the State's right to discovery in any pending or future litigation. 11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION: (a) 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 of 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 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. (1) The authority to request the above personal information from a seller of goods or services or a lessor of real or personal property, and the authority to maintain such information, is found in Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to the State is mandatory. The principal purpose for which the information is collected is to enable the State to identify individuals, businesses and other 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 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 Centra~ Accounting System 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 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 f~nds 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 minodty 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 or 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 or 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 pertaining hereto. 3 13. CONFLICTING TERMS. In the event of a conflict between the terms of the contract (including any and all attachments thereto and amendments thereof) and the terms of this Appendix A, the terms of this Appendix A shall control. 14. GOVERNING LAW. This contract shall be governed by the laws of the State of New York except where the Federal supremacy clause requires otherwise. 15. LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by Article XI-A of the State Finance Law to the extent required by law. 16. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily authorized) but must, instead, be heard in a court of competent jurisdiction of the State of New York. 17. SERVICE OF PROCESS. In addition to the methods of service allowed by the State Civil Practice Law & Rules ("CPLR"), Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon Contractor's actual receipt of process or upon the State's receipt of the return thereof by the United State 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. 4 APPENDIX B U.S. GOVERNMENT REQUIRED CLAUSES Ap£~£ed. 98 Non Discrimination/EEO/DBE/MBE Requirements The Contractor and its subcontractors agree to comply with Executive Order 11246, entitled "Equal Employment Opportunity" and Department of iFransportation regulations (49CFR Parts 21, 23, 25, and 27) and the following: 1. Non Discrimination. No person shall, on the ground of race, color, creed, national origin, sex, age or handicap, be excluded from participation in, or denied the benefits of or be subject to discrimination under this Project. 2. Equal Employment Opportunity. In connection with the execution of this Agreement, the Contractor shall not discriminate against any employee or applicant for employment because of race, religion, age, color, sex or national origin. The Contractor shall take affirmative actions to ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, national origin or age. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruihnent or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 3. Disadvantaged Business Enterprises. In connection with the performance of this Agreement, the Contractor will cooperate with the State in meeting its commitments and goals with regard to the maximum u~lization of disadvantaged business enterprises and will use its best efforts to ensure that disadvantaged business enterprises will have the maximum practicable opportunity to compete for subcontract work under this Agreement. Also, in this connection the Contractor shall undertake such actions as may be necessary to comply with Section 105(0 of the Surface Transportation Assistance Act of 1982, as implemented in 49CFR Part 23. In addition, the Contractor and its subcontractors agree to abide by the statements in paragraphs (1) and (2) below. These statements are, by reference, made part of this Agreement and must be Included in all subsequent agreements between the Contractor and any subcontractor and in all UMTA-assisted contracts: between recipients or subrecipients and any contractor. (1) (2) "Policy. It is the policy of the Department of Transportation that minority business enterprises as defined in 49CDF Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement. Consequently, the MBE requirements of 49CFR Part 23 apply to this Agreement." "MBE Obligation. The recipient or its contractor agrees to ensure that minority business enterprises as defined in 49CFR Part 23 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49CFR Part 23 to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of DOT-assisted contracts." Federal Single Audit Requirements Non-Federal entities that expend $300,000 or more in a year in Federal awards from all sources are required to comply with the Federal Single Audit Act provisions contained in U.S. Office of Management and Budget (OMB) Circular No. A-133, "Audits of States, Local Governments, and Non-Profit Organizations". Non-Federal entities that expend Federal awards from a single source may provide a program specific audit, as defined in the Circular. Non-Federal entities that expend less than $300,000 in a year in Federal awards from all sources are exempt from Federal audit requirements for that year, except as noted in §3052.215(a), but records must be available for review or audit by appropriate officials of the Federal agency, the New York State Department of Transportation, the New York State Comptroller's Office and the U.S. General Accounting Office (GAO). Non-Federal entities are required to submit a copy of all audits, as described above, within 30 days of issuance, to the New York State Department of Transportation, Contract Audit Bureau, 1220 Washington Avenue, Albany, NY 12232. A~BFe, d. 98 7 Federal Aid/Local Agreement - Schedule A [NOT FOR USE WITH [V~ARCHISELLI FUNDED PEOJECT PHASES] OSC Municipal Contract # Page 1 of 2 pages Instruction: Phase Completion Date: PURPOSE: [] MAIN (Master) Agreement AGREEMENT [] SUPPLEMENTAL Schedule No. __ (Check one) [] Administrative Correction [] P.E./Design PiN: 075748 Individual Project Phase Identification [] ROW Incidentals [] ROW Acquisition XI'-) Construction, c/I, & c/s Work Type(s): Wharf Reconstruction F~oute # &/or BIN #: NA Route &/or Bridge Name: County: Suffolk Termini From: Silver Eel Cove, Fishers Island To: Local Municipal Sponsor (Village, Town, City, or County of...): Town Of Southold Other Municipal Sponsor(s)?: % of Cost Shared by Other Municipality __ (List only if applicable) (List only if applicable) Federal Aid Agreement Type (Non-Marchiselli) (Check Applicable Category Boxes Below) [] NHS (National Highway System) [] STP (Surface Transportation Program) [] Enhancement [] HBRR (Highway Bridge Repl & Rehab) [] Timber Bridge [] Reseamh & Technology [] Federal Lands [] Indian Reservation Bridge(s) [] Indian Reservation Road(s) [] Safety [] CMAQ (Congestion Mitigation & Air Quality) []X Other (e.g., ITS Scenic Byways): [] Federal Emergency Relief Describe: FHWA Ferry Boat Discretionary Program Does project meet Marchiselli Eligibility Criteria, pending formal request by the NYSDOT Region for addition to the Comprehensive List, and subsequent approval by the Legislature? [] Yes X• No Federal Aid Agreement - Schedule A (continued) Page 2 of 2 pages A. SUMMARY OF ELIGIBLE FEDERALAID "PAR~ICIPATIN CO;STS(fo~t~Ph~e List Eligible TOTAL FEDERAL STATE LOCAL PIN PARTICIPATING PARTICIPATING MARCHISELLI MATCHING Fiscal Share(s) COSTS AID @ _80 % SHARE SHARE (i.e., 9-digit PiNs) 075748 5800,000. $640,000. $t60~000 Not Applicable _ TOTAL ~800,000. $640,000. Not Applicable $160,000 ELIGIBLE COSTS: B. NON-FEDERAL AID PARTICIPATING COSTS (if applicable); List any other Other Non-Public LOCAL Overmatch, Other NYS DOT Other NY State Fund Source Betterment, or In- PIN Program Fund Gov't Fund (if any) Kind Contribution Fiscal Share(s) Source (if any) Source (if any) (i.e., 9-digit PINs) $ $ $ $ .LIST SOURCE: C. Estimated Local Deposit Required (Complete box to right, when applicable) NA FEDERAL AID STATE AID LOCAL AID OTHER AID TOTAL $640,000 $ $160,000 $ $800,000 Footnotes: -- ~02/1~1999 STATE: NEW YORK USDOT - FEDERAL HIGHWAY ADMINISTRATION FEDERAL-AID PROJECT AUTHORIZATION/AGREEMENT PAGE 1 PROJECT NO: 0757248 STATE PROJ. NO: 0757.48.32! THE STATE, THROUGH ITS HIGHWAY AGENCY, HAVING COMPLIED, OR HEREBY AGREEING TO COMPLY, WITH THE APPLICABLE TERMS AND CONDITIONS SET FORTH IN (1) TITLE 23, U. CODE, ~IGFIWAYS, (2) ~ REGghATIONS ISS~u PURSUANT THERETO AND (3) THE POLI ~.~ AArD PROCEDURES PROMLrLGATED BY TH~ FEDERAL HIGHWAY ADM!NISTILITION RELATIVE TO THE ABOVE DESIGNATED PROJECT, AND %lie FEDERAL HIGFIWAY ADMiNisTRATioN HAVING AITI'HORIZED CERTAIN WORK TO PROCEED AS EVIDENCED BY THE.DATE ENTERED OPPOSITE SPECIFIC ITEM OF WORK, FEDERAL FUNDS ARE OBLIGATED FOR THE PROJECT NOT TO EXCEED THE AMOUNT SHOWN HEREIN, THE BALANCE OF THE ESTIMATED TOTAL COST BEING AN OBLIGATION OF THE STATE. SUCH OBLIGATION OF FEDERAL FUNDS EXTENDS ONLY TO PROJECT COSTS INCI/RP, ED BY THE STATE AFTER THE FEDERAL HIGHWAY /kDMINISTRATION AUTHORIZATION TO PROCEED WITH THE PROJECT INVOLVING SUCH COSTS. THE STATE ~uRTHER STIPIrLATES THAT, AS A CONDITION TO PAYMENT OF THE FEDERAL FUNDS OBLIGATED, IT ACCEPTS AND WILL COMPLY WITH THE APPLICABLE PROVISIONS SET FORTH IN 23 CFR PART 630, SUBPART C. PROJECT LOCATION: SO[TFHOLD:~ISHERS IS. WHARF @SILVER EEL COVE CHARACTER OF PROPOSED WORK: RECONST-FERRy BOATS USE STATE APPL. ID: NA CLASSIFICATION OF PHASE OF WORK TO BE PUT UNDER AGREEMENT HIGHWAY PLANNING & RESEARCH PRELIMINARy ENGINEERING RIGHT-OF-WAY X CONSTRUCTION OTHER EFFECTIVE DATE OF AUTHORIZATION Z/29/1999 APPR. Q95 TOTAL URBAN/ TOTAL COST FEDERAL WITH SI{ARE FEDE m UNDER AGR.E~MENT $800,000 80.00 % $640,000.00 $800,000 $640,000.00 ESTIMATED TOTAL COST: FEDER3tL FUNDS UN'DER AGREEMENT: FEDERAL EUNDS NOT UNDER AGREEMENT: TOTAL AUTHORIZED FOR PROJECT: FEDERAL FUNDS NOT UNDER AGREEMENT $0.00 $0.00 $800,000.00 $640,000.00 $0.00 $6&0,000.00 ~XrEW YORK STATE DEPARTMENT OF TRANS AVAILABLE FUNDS CERTIFIED BY: JEFF ERICKSON APPROVAL RECOMMEN-DED BY: JEFF ERZCKSON APPROVED ,~D AUTHORIZED BY: GEORGE W. GO,RiLL PEDE~m~ HIGHWAY .~DMINiST~RTION APPROVAL RECOMME~N-DED BY: APPROVED AND AUtHORiZED BY: AGREEMENT APPROVED BY: · MiCH~dEL j. PIDGEON JOHN V. BROADHURST JOHN V. BROADHURST DATE: 1/29/1999 DATE: 1/29/1999 DATE: 1/29/1999 DATE: 2//18/1999 DATE: 2/15/1999 DATE: 2/18/1999 ~ -= - ~ REMA-RKS: PROCESS = 106B2. THIS DOCUMENT HAS BEEN ELECTRONICALLY SIGNED.