HomeMy WebLinkAboutBenefit Analysis - Duck Pond Point to Horton PointELIZABETH A. NEVILLE
TOWN CLERK
REGISTRAR OF VITAL STATISTICS
MARRIAGE OFFICER
RECORDS MANAGEMENT OFFICER
FREEDOM OF INFORMATION OFFICER
Town Hall, 53095 Main Road
P.O. Box 1179
Southold, New York 11971
F~x (516) 765-1823
Telephone (516) 765-1800
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION WAS
ADOPTED BY THE SOUTHOLD TOWN BOARD AT A REGULAR MEETING
HELD ON MARCH 17, 1998:
RESOLVED that the Town Board of the Town of Southold hereby accepts the
proposal and authorizes Supervisor Jean W. Cochran to execute a contract
with URS Greiner, Inc. of Paramus, New Jersey for the Duck Pond Point
to Horton Point Benefit Analysis economic shoreline study, at a cost of
$50,000.00, all in.accordan~:e with the approval of the Town Attorney.
Southold Town Clerk
March 18. 1998
BENEFITS ANALYSIS AGREEMENT
This agreement is made between Town of Southold, 53095 Main Road, Southold,
New York, 11971, celled the Town below, and URS Greiner, Mack Centre II, One Mack
Centre Drive, Paramus, New Jersey 07652-3909, celled the Consultant below.
RECITALS
The Town seeks an analysis of the cost benefits of various methods of erosion
mitigation in the area from Duck Pond Point to Hortons Point in the Town of Southold, as
further described in the Request for Proposal (RFP), celled the Project below.
The Town and the Consultant in consideration of the mutual covenants set forth
agree as follows:
Section I
Services of Consultant
A. Project Description
The Consultant agrees to perform professional services in connection with the
Project. The Project is described in the following documents, which are attached hereto and
incorporated herein:
1. This Agreement
2. The Request for Proposal dated December 16, 1997
3. The Consultant's memo dated February 17, 1998
4. The Consultant's proposal dated January 15, 1998, including exhibits.
B Geographic Scope of Services
Consultant will serve as the Town's professional consulting representative in the
above Project, and will give consultation and advice to the Town during the performance of
its services, The geographic area covered by this Proposal shall be from Duck Pond Point
to Horton Point.
C. Consultant's Services
Consultant agrees to provide, perform and complete all of the foregoing in a proper
and workmanlike manner, consistent with the highest standards of professional practices.
Consultant warrants that the work shall be free of defects and flaw in design and shall be
fit, sufficient and suitable for the purpose expressed in the Request for Proposal.
D. Timeframe
The Project shall follow the timeframe specified in the Consultant's Proposal, with
completion and submittal of the Final Report on the Benefits Analysis by September 30,
1998.
Section II
Town's Responsibilities
The Town's responsibilities in connection with the Project are as follows:
A. Information. Provide full information as to its requirements for the Project.
B. Reports and Other Data. Assist the Consultant by placing at its disposal all available
information regarding the site of the Project including previous reports and any other data
relative to the Project.
C. Meetings. To meet and confer with Consultant as specified in the RFP and Proposal.
D. Examination of Documents. Examine all studies, reports, sketches, estimates,
specificat'~qs, drawings, proposals, and other documents presented by the Consultant and
render in writing decisions pertaining to them within a reasonable time so as not to delay
the work of the Consultant.
Section III
Additional Services of Consultant
If authorized in writing by the Town, the consultant will furnish or obtain from
others additional services of the following types:
A. Changes in Scope of Project.
Additional services due to significant changes in general scope of the Project or its
design including, but not limited to, changes in size, complexity, or character.
B. Additional Copies and Prints.
Furnishing additional copies of reports and additional pdnts of drawings and
specifications.
Section IV
Payments to Consultant
A. Payments for Services and Expenses
The Town will pay the Consultant a fee upon the completion of the Project, which
fee shall be Filty Thousand dollars ($50,000.00).
B. Additional Services.
The Town will pay for additional services performed under Section III if these
services have been pre-authorized in writing. The fee for these services shell be at a
mutually agreed upon rate prior to performance of those additional services.
C. Town Voucher.
Consultant will submit all bills on a Town of Southold voucher. Vouchers must be
itemized in detail. All bills must be audited and approved by the Town Board prior to actual
payment. Cash discount terms must be indicated on voucher and the discount pedod will
be computed from the date of acceptance of delivery or receipt of a correct claim voucher,
whichever is later.
Section V
General Considerations
A. Additional Terms
The parties understand that the Project is being financed by a grant by the State of
New York, and thereby agree to abide by the applicable terms of the grant as set forth in
Appendices A and B, which are attached hereto and incorporated herein.
3
B. Termination
This agreement may be terminated by either party by f~teen (15) days written notice
in the event of substantial failure to perform in accordance with its terms by the other party
through no fault of the terminating party. If this agreement is terminated prior to completion,
the Consultant shall be paid for services performed pdor to termination.
C. Ownership of Documents
All documents, including original report, drawings, field notes, and data are and
remain the property of the Town.
D. Disputes
All claims, disputes and other matters in question, adsing out of, or relating to, this
agreement or any breach of it shall be decided in any New York court having jurisdiction.
E. Non-Discrimination Clause
In accordance with Article 15 of the Executive Law and all other State and federal
statutory and constitutional non-discrimination provisions, the Consultant will not
discriminate against any employee or applicant for employment because of race, creed,
color, sex, national odgin, age, disability or marital status.
F. Non Collusive Bidding Requirement
If this contract was awarded based upon the submission of bids, Consultant
warrants, under penalty of pedury, that its bid was arrived at independently and without
collusion aimed at restricting competition.
G. Total Agreement
This Agreement, including the Request for Proposal, Proposal and all exhibits
attached thereto, represent the entire agreement between the Town and Consultant
relating to the Services to be performed hereunder. This Agreement may be modified only
by written agreement of Consultant and Town. To the extent of any inconsistency among
these documents, the priodty among those documents shall be:
1. This Agreement
2. The Request for Proposal dated December 16, 1997
3. The Consultant's memo dated February 17, 1998
4. The Consultant's proposaldated January 15, 1998, including exhibits.
H. Successors and Assigns
Each party to this agreement binds himself and his or her partners, successors,
executors, administrators, and assigns to the other party of this agreement and to the
partners, successors, executors, administrators, and assigns of such other party, in respect
to all covenants of this agreement. Except as above, neither party shall assign, sublet, or
transfer its interest in this agreement without the written consent of the other. Nothing shall
be construed as creating any personal liability on the part of any officer or agent of any
public body which may be party to this agreement, nor shall it be construed as giving any
rights or benefits to anyone other than the parties to this agreement.
In witness, the parties have executed this agreement at ~ on
March 17., 1998.
Town of Southold
By: ~-~ ~
(~Jean W. Cochran
Supervisor
URS Greiner, inc
By:
Michael G. Cannon
Project Manager
5
Page i
APPENDIX A
STANDARD CLAUSES FOR ALL
NEW YORK STATE CON'£~ACTS
The par~ies to the attached contract, license, lease,
amendment or oth%r 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 references to any party other th~ the State,
whether a contractor, lic-n~or, lic-n~ee, lessor, lessee or any
other par~y):
1. ~. In accorda~ce 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
appropriate and available for this contract.
2. NON-ASSI~H~ENT'CLAU~. 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
$-A of the State Finance Law.
3. COM]~TROLLER'S A~ROFAL. In accordance with Section 112
of the State F~n~nce Law (or, if this contract is with the State
University or City University of New York, Section 355 of Section
6218 of the Education 'Law), if this contract eXceeds $5,000
($20,000 for certain S.U.N.Y. end C.U.N.Y. contracts), or if this
is an amendment for any amount to a contract which, as so amended,
exceeds ~aid statutory amount, or if, by this contract, the State
agrees to give something other thsn 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. WOR-~R'S COMPENSATTON BENEFITS. In accordance with
Section 1¢2 of the State Finance Law, this contract shall be void
and of no force unless =he Contractor shall provide end 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
Worker' s Compensation Law.
5. }TON-DISC!~TMTN~TION REOUIREMENTS. 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 Contractor will not discrim{n~te
against any employee or applicant for employment because of race,
creed, color, sex, national origin, age, disability or marital
status. Furthermore, in' accorcla~ce 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, an to the extent that this contract shall ~e 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 or intimidate any employee hired for the performs-ce of
work LLnder 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 aga~n-~t
any New York State citizen who is qualified and available to
perform the work; or (b) discriminate against or intimidate a~
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 a~d forfeiture of all moneys due
hereunder for a second or subsequent violation.
6. Wa~R. ~ HOURS pROVTSIONS.. 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, subcontractors may
be 'required or permitted to work more than the nuraber of hours or
days stated in said statutes, except as otherwise provided in the
Labor .Law and as set for:h 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 :he prevailing supplements, including
the premium rates for overtime pay, as determined by the State
Labor Department in accordance with the Labor Law.
7. NON-COLLUSTV~ BIDDING REOUTREMENT. In accords-ce with
Section 139-d of the State Finance Law, if this contract was
awarded based upon the submission of bids, Contractor warrants,
under penalty of pezjury, that its bid was arrived at independently
and wihtout 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. INT~TTONAL BOYCOTT PROR'/BITION. In accordance with
Section 220-f of the Labor Law and Section 139-h of the State
Finance Law, if this contract exceeds $5,000.00, the Contractor
agrees, as a material condition of the contract, that neither the
Contractor nor any substantially owned or affiliated person, is
participating, or shall participate in an international boycott in
violation of the federal Export ~ministration Act of 1979 (5~ USC
App. Section 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 clays of such conviction, determination or
disposition of appeal (2 NYCRR 105.4)
9. ~. The State shall have all of its common
law, equitable and statutory rights of set-off. These rights shall
include, but not he limited to, 6he 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 o~her contract with any State.department or.
agency, including any contract for a term commencing prior to the
term of this contract, plus any amDunts due and owing to t_he State
for any other reason including, without limitation, tax
de!inquepcies, 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.
!0. .~CO~DS. The Contractor shall establish and maihtain
complete and accurate books, rscords, documents, accounts and other
evidence directly .pe-~ainent to performance under ~his contract
(hereinafter, collectively, "the Records"). The Records must be
kept for the balance of the calendar year in which they were made
and for six (6) additional years thereafter. The State
Comptroller, the Attorney General and any other person or entity
authorized to conduct an examination, as well as the agency or
agencies involved in this contract, shall have access to the
Records during normal business hours at an office of the Contractor
within the State of New York or, if no such office is available, at
a mutually agreeable and reasonable venue within the State, for the
term specified above for the purposes of inspection, auditing and
copying. The State shall take reasonable steps to protect from
public disclosure any of the Records which are exempt from
disclosure under Section 87 of the Public Officers Law (the
· Statute") provided that: (i) the Contractor shall timely inform an
appropriate State official, in .writing, that said records should
not be disclosed; and (ii) said records shall be sufficiently
identified; and (iii) designation of said records as exempt under
the Statute is reasonable. Nothing contained herein shall
diminish, or in any way adversely affect, the State's right to
discovery in any pending or future litigation.
11. IDENTIFYING !NFOR~L~TION AND PRi'VAC"/-NOTIFICATION:
(a)
F~DERAL EM~_LO~ER IDENTIFICATION NUMBER
and/or FEDERAL SOCIAL SECURITY NI~4BER.
All invoices or Ne.w York State standard vouchers submitted for
payment for the sale of goods or services or the lease of real or
personal property to a New York State agency must include the
payee's identification number, .i.e., the seller's or lessor's
identification number. The number is either the payee's Federal
employee identification number or Federal social security number,
or both such numbers when the payee has both such numbers. Failure
to include this number or numbers may delay payment. Where the
payee does. not have 'such number or numbers, the payee, on his
invoice or New York State. standard voucher, must give the reason or
reasons why the payee does not have such number or numbers.
(b) ppIVACY NO~_FICATION.
(1) The authority to request the above personal
information from a selle~ of goods or services or a lessor of real
or personal prope.z~y, and the authority ~o maintain such
information, is found in Section 5 of the State Tax Law.
Disclosure of this information by the seller or lessor to the S~a=e
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' 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 Stat~
~counts, Office of the State Comptroller, AESOB, ~]hany, New York
12236.
12. EOUAL EMI~LOW~RNTOPPORTUNTTTES FOR MINORITIES AND WOM~N.
in accordance with Section 312 of the Executive Law, if this
contract is (i) a writtanagreement 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, sez-~ices, supplies, equipment, materials or any
combination of the foregoing, to be performed for, or rendered or
furnished to t. he contracting agency; or (ii) a written agreement in
---xcess of $100,000.00 whereby a contracting agency is committed to
· expend or does expend funds .for the .acquisition, construction,
demolition, replacement, ma]or repair or renovation of real
property and improvements thereon; or (iii) a written agreement in
excess of $100,000.00 whereby th~ owner of a State assisted housing
project is co,~itted 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 ofrace, 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, upgrading, demotion, transfer,
layoffs, or termination and rates of pay or
other roms of compensation;
{b) at the request of the contracting agency,
the Cntractor shall request each employment
agency, labor union, or authorized
representative of workers with which it has a
collective bargaining or other greement or
uzlderstazlding, to furnish a written statement
that such employment agency, labor union or
representative will not discri~-ate on the
basis of race,.creed, color, national origin,
sex, age, disability or m~ital status end
that such union or representative will
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
above, in every subcontract over $25,000.00 for the construction,
demolition, replacement, major repair, renovation, pl~ng or
design of real proper~y and improvements thereon (the "work")
except where the Work is for the beneficial use of ~he 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) b~nking 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 his
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 pertaining hereto.
13. CON-~ICTING 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 Appendi~ A,
the terms of this Appendix A shall control.
14. ~. This contract shall be governed by the
laws of the State of New York except where the Federals supremacy
clause requires otherwise.
15. ~. 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. ~Q~. Disputes involving this contract,
including the breach or a~leged breach- thereof, may not be
submitted to bin~ng arbitration (except where statutory
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 Contractor's at,ua! 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 ~nd every change of
address to which service of prooess can be made. Service by the
State to =he last known address shall be sufficient. Contractor
will have thirty (30) calendar days after service hereunder is
complete in which to respond.
Auqust'1989
APPENDIX B
Standard Clauses for All New York State Department
of Environmental Conservation 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 foliowing
clauses which are.hereby made a part of the contract. The word
"Contractor" herein refers to any party to the contract, other than
the New Yor~ State Department of Environmental Conservation
(hereinafter "Department.).
I. The Department s.h~.l have the right to postpone, suspend,
abandon or terminate this contract, and such actions s~all ~n nb
even~ .be. deemed a breach of contract.. In the event of any
term~natlon, postponement, delay, suspension or abandonment, the
Contractor shall deliver to the Department all data, report~,
plans, or other documentation related to the performs,ce of this
contract, i~clucling but not limited to guarantees, warranties, as-
built plans and shop drawings. In any of these events, the
Department shall make settlement with the Contractor upon an
equitable basis as determ~nedbytheDepar~ment which shall fixthe
value of the work which was performed by the Contractor prior to
the postponement, suspension, abandonment or term{-~tion of this
contract. This clause sha].l not apply to th~s contract if the
contract contains other provision~ applicable to postponement,
suspension or termination of the contract.
II. The Contractor agrees that it will indemnify and save harmless
the Depal~ment and the State of New York from and against all
losses from claims, demands, payments, suits, actions, recoveries
and judpmants of e~erynature.and description brought or recovered
against it by reason of any omission or act of the Contractor, its
agents, employees, or subcontractors in the performance of this
contract. The Depar~ment and the State of New York may retain Such
monies from the amount due Contractor as may be necessary to
satisfy any claim for damages, costs and the like, which is
asserted ag~--t the Department a~,~/or the State of New York.
III. (a) Conflict of Inter,st. To the best of the Contractor's
knowledge and belief, the Contractor warrants that there are no
relevant facts or circumstances which could give rise to an
organizational conflict of interest, as herein defined, or that the
Contractor h~ disclosed all such relevant information to the
Department.
(b) An organizational conflict of interest exists when the
nature of the work to be performed under this contract may, without
some restriction on future activities, either result in an unfair
compe:itive advantage ~o ~he Contractor or impair or appear to;
April 1, 1993 Page i of 9
imp%ir the Contractor's Objectivity in performing the work for t~e
Department.
(c) The Contractor agrees that if an actual, apparent, or
potential organizational conflict of interest is discovered at any
time after award, whether before or during performance, the
Contractor will immediately make a fu~l disclosure in writing to
the Department. Th/s disclosure shall include a description of
actions which the Contractor has taken or proposes to take, after
consultation with the Department,'to avoid, mitigate, or minimize
the actual or potential conflict.
(d) Remedies - The Department may terminate this contract in
whole or in part, if it deems such term/nation necessary to avoid
an organizational or personal conflict of interest, or an
unauthorized disclosure or i~formation. If the Contractor was
aware of a potential conflict of interest prior to award, or
discovered an actual or potential conflict after award and did not
disclose or misrepresented relevant information to the Department,
the Department may terminate the contract, or pursue such other
remedies as may be permitted by the terms of Clause I of this
Appendix or other applicable provisions of this contract regarding
termination.
(e) In addition to the requirements of the above clauses with
respect to "Organizational Conflicts of Interest,. the following
provision with regard to employee personnel performing under this
contract shall apply until the earlier of t-he termination date of
the affected employee(s) or the duration of the contract.
The Contractor apTees to notify the Department immediately of
any actual, apparent or potential personal conflict of interest
with regard to any employee, subcontractor employee, or consultant
working on or having access to information regarding this contract,
as ~?n. as.C?n~ractor.becom~s aware of such conflict. A personal
co~zzac= oz interest as defined as a relationship of an
SU~CO . · ----= --z- ,
:___:~tractor employee~ or. consult.an~ w~th an entaty that may
zmpaxr or appear to lmpaar the ob]e~tavity o~ the employee,
subcontractor employee, or consultant an performing the contract
work. The Depax~cment will notify the Contractor of the appropriate
action to be taken.
(f) To the extent that the work under this contract requires
access to proprietary or confidential business or financial data of
other companies, and as long as such data remains proprietary or
confidential, the Contractor shall protect such data from
unauthorized use and disclosure and agrees not to use it to compete
with such companies.
(g) The Contractor shall certify a~nually =hat, to the best
of the Contractor's knowledge and belief, all actual, apparent or
potential conflicts of interest, both personal and organizational,
April 1, 1993 · P~ge 2 of 9
~ave been reported to the Department. Such certification must be
signed b~ a senior executive of the Contractor and submitted in
accordance with instructions provided by the Department. Along
with the'annual certification, the'Contractor shall also submit an
update of any changes in the conflict of interest plan submitted
with its proposal for this contract. The initial certification
shall co%er the one-year period from the date of contract award,
and all 'subsequent certifications shall cover successive annual
periods thereafter. The certification is to be submitted no later
than 45 da>o after the close of the previous certification period
covered.
(h) The Contractor recognizes that e?loyees in performing
Chis contract may have access to data, either provided by the
Department or first generated during contract performance, of a
sensitive nature which should not be released without Department'
approval. Therefore, the Contractor agrees to . obtain
confidentiality agreements- from all employees work~ng on
requirements under this contract including subcontractors and
consultants. Such agreements shall contain provisions which
stipulate that each.employee agrees that the employee will not
disclose, either inwhofeor inpart, to any entity external to the
Department, Department of Kealth or the New York State Department
of Law, any information or dataprovidedbytheDepartment or first
generated b¥.t~.e Contractor un~ier ~21is contract, any site-specific
cost lnfox.matlon, or any ~-~-forcement strategy Withou~ first
obtaining the written permi~c~on of th~ Dep.artment. if a
contractor, tmrcugh au emp!o~ae or otherwmse, ms subpoenaed to
testify or produce documents, which could result in such
disclosuze, the contractor must provide immediate advance
notification to the Department so that the Depar~ment can authorize
such dis~iosure or .ha%e ~he opportunity to take action to prevent
such disclosure. Such agreements shall be effective for the life
of the contract and for a periSd of five (5)'years after completion
of the contract.
(i) The Contractoragrees to insert in each subcontract or
consultant agreement placed hereunder (except for subcontracts or
consultant agreements for well drilling, fence ereeting, plumbing,
utility hookups, security guard services, or electrical services)
provisions which shall conform substantially to the language of
this clause, including this paragraph (i), unless otherwise
authorized by t-he Department.
If this is a contract for work related to action at an
inactive hazardous waste site, the following paragraph shall apply:
(j) Due =o the scope and nature of this contract, the
Contractor shall observe the following restrictions on future
hazardous waste site contracting for the duration of the con=tact.
April 1, 1993 Page 3 of 9
(1) The Contractor will be ineligible to enter into
contract for remedial acUion projects for which the Contractor has
developed the statement of work or the solicitation package.
(2) The Contractor, during the life of the work
assignment and for a period of five (5) years after the completion
of the work assignment, agrees not to enter into a contract with or
to represent any party with respect to any w6rk relating to
remedial activities or work pertaining to a site where the
Contractor previously performed work for the Department ~nder this
contract without the prior written approval of the Department.
(3) The Contractor agrees in advance that if any
bids/proposals are submitted for any work for a third party that
would require written approval of the Department prior to entering
into a contract because of the restrictions of this clause, t. hen
the bids/proposals are submitted at the Contractor'~ own risk, and
no claim shall be made against the Department to recover
bid/proposal 'costs as a direct cost whether the request for
authorization to enter into the contract is denied or approved.
IV. Ail requests for payment by the Contractor must be submitted
on forms supplied and approved by the Department. Each payment
request must contain such items of information and supporting
documentation as are required by the Department, and shall be all-
inclusive for the period of time covered by the payment request.
V. To the extent that federal funds are provided to the
Contractor or used in paying the Contractor under this contract,
the Contractor agrees that it will comply with all applicable
federal laws and regulations, including but not limited to those
laws and regulations under which the Federal funds were authorized.
The Contractor further agrees to insert in any. subcontract
hereunder, provisions which shall conform substantzally to the
language of this clause, inclu~ding this paragraph.
VI. The Contractor shall have the status of an independent
contractor. Accordingly, ~he Contractor agrees that it will
conduct itself in a manner consistent with such status, and that it
will neither hold itself out as, nor claim to be, an officer or
employee of the Department by reason of this contract. It further
agrees that it will not m~ke any claim, demand or application to
the Department for any right, or privilege applicable to an officer
or emp%oyee of the Department, including but not limited to
worker's compensation coverage, unemployment insurance benefits,
social security coverage, or retirement membership or credit.
VII. The terms contained in this clause shall have the definitions
as given in, and shall be construed according to the intent of
Article 15-A of the Executive Law, 9 NYCRR Part 540, et. seq.,
Article 52 of the Environmental Conservation Law and 6 NYCRR Part
615, et. seq., as applicable, and any goals established by this
April 1, 1993 Page % of 9
clause are subj%ct to the intent of such laws and regulations.
(a) If the maximum contract price herein equals
$25,000, and this ·contract is for labor, services,
equipment, or materials; or
or exceeds
supplies,
If the maximum contract price herein equals or exceeds
$100,000 and this contract is for the acquisition, construction,
demolition, replacement, major repair cr renovation of real
property and improvements thereon;
The affirmatiVe action provisions'and equal emp]oyment
opport,,~ty provisions contained in this paragraph and paragraphs
b-f of this clause shall be applicable within the limitations
established by.Executive Law §§312 and 313 and the applicablE
regulations.
(1) The Contractor is_~equested to ~ke good faith efforts to
subcontract at least J~_of the dollar value of this contract to
Minority Owned Business Enterprises (MBEs).and at least ~ of
such value to Wcmen Owned Busir,ess Enterprises (WBEs). --
(2) The Contractor is requested to make good faith efforts to
employ or contractually require any subcontractor with whom it
contracts to make gogd~faith efforts to employ minority group
members for at least?~..of, and women for at least ~ of, the
workforce hours required to perform the work under this' contract.
(3) The Contractor is requested to make good faith efforts to
solicit the meaningful participation by enterprises identified in
the NYS Directory of Certified Businesses provided by the
Governor's Office of Minorityzud Women's Business Development.
(b) The Contractor agrees to include the provisions set forth
in para~xaph (a) above and paragraphs (a), (b), and (c) of clause
12 of Appe~{x A in every subcontrac~ in such a m---er that the
provisions will bebin~-guponeachsubcontractor as to workunder
such subcontract. For the purpose of .t~..'s paragraph, a
,subcontract· shall mean an agreement prov=ch%ng for a to~al
expenditure in excess of $25,000 for the construction, demolition,
replacement, major repair, renovation, pl~-~ng or design of real
property and improvements thereon in which a portion of the
Contractor's obligation under a State contract is undertaken or
assumed.
.(c) The Contractor is requested to~ke good ~aith efforts to
utilize the MBE/WBEs identified in che utilization plan to the
extent, indicated in such plan, and .otherwise to implement i~
according to its te_~ns. The Co~tractor ~s requested to report on
such implementation periodically as provided by the con=tact, or
annually, whichever is more frequent. The Contractor also agrees
to incorporate into any contrac= with subcontractors, provisions
April 1, 1993 Page $ of 9
applicable to recordkeeping, reporting, notice requirements and
actions suggested by the Department to implement the utilization
plan, and the intent of the Executive Law Article 15-A, the
regulations promulgated thereunder, and other applicable law and
regulations.
(d) The Contractor hereby agrees to comply with the intent of
the applicable provisions of Executive Law Article I$-A and the
regulations promulgated thereunder. Executive Law §§312 and 316
are hereby incorporated by reference.
VIII. Prior to the commencement of any 'work under this contract,
the Contractor is required to meet all legal requirements necessary
in the performance of the contract. This includes but is not
limited to compliance with all applicable federal; state and local
laws and regulations. ~romulgated thereunder. It as the
Contractor's responsibility to obtain any necessary permits, or
other authorizations. By signing this contract, the Contractor
affirmatively represents that it has complied with said laws,
unless it advises the Department otherwise, in writing. The
Department signs this contract in reliance upon this
representation.
During the term of this contract, and any extensions thereof,
the Contractor must remain in compliance with said laws. A failure
to notify.the Depa~t. ment of noncompliance of which the Contractor
was or shouldhave been aware, may be considered a material breach
of this contract.
IX. The following steps,
the dispute between the
prescribed.
or as many as are necessary to resolve
Department and the Contractor, are
The Contractor specifically agrees to submit, in the first
instance, any dispute relating' to this contract to the designated
individual, who shall render a writtandecisionand furnish a copy
thereof to the Contractor and the Department. The Contrac~ormust
request such decision in writing no more than fifteen days after it
knew or should have known of the facts which are the basis of the
dispute. The decision of the designated individual shall be final
and conclusive unless the Contractor files a writtenappeal of that
decision wi~h t_he designated appeal individual within twen=ydays
of receipt of that decision.
The-designated appeal individual shall review the record and
=he decision and confirm or reverse the initial decision in
writing, in accordance with the Divisional contract resolution
procedures in effect at that time.
April 1, 1993 Page 6 of 9
The decision of the designated appeal individual shall be
final and conclusive unless the Contractor files a written appeal
of that decision with the chair of the Contract Review Committee
within twenty days of receipt of that decision.
The designated individual to hear disputes is:
Lisa Kennedy
~r4 n~iD~] Account Clerk
(Name & Title)
NYS Department of Environmental conservation
50 Wolf Road. AlbanY. New york 12233-5022
(Adc ess) ·
(518~ 457-§317
(Telephone)
The designated appeal individual to review decisions made
regarding disputes is:
~k Mitchell
Associate Accountant
(Name & Title)
NYS Department of Environmental Conservation
50 Wolf Road. Albany. New York 12233-5022
(Acl. c 'ess),
(~18% 457-5317)
(Telephone)
The Chair of the Contract Review Committee is: Department of Environmental Conservation
Contrac~ Review C~dttee
50 Wolf Road, P~ 674
Albany, New York 12233-5010
Telephone: (518) 457-1141
The Chair of the Contract Review Committee shall convene a
fact finding proceeding in accordance .~..th the--Co~tte, e.'s
established contract dispute resolution g~i=ellnes. '£ne procee=lng
.... ~- ~- --ntractor with am o~ortunity to be heard and to
sh~l ~a a rec~ti n
r~der ~e ag~ 4et~{~on, ~je~ to ~e f~l appr~ of
~e ~ c~sioner for A~,is~tion.
~s deoision s~ll ~e s~je~ to review o~y ~t to
~icle 78 of ~e civil ~ice ~w ~d ~. p~g f~al
dete~ation of a ~spute h~e~, ~e Con~or s~l prooee~
April 1, 1993 Page 7 of 9
diligently with the performance of the Con=tact in ~ccordance w/th
the decision of the designated individual. Nothing in this
Contract shall be construed as making final the decision of any
administrative officer upon a quescion of law.
Notwithstanding the foregoing, the following shall be subiect
to review by the Contract Review Committee,
a~ the option of ~he
Contractor: Disputes arising under Ar~.icle 15 A of the Executive
Law (Minority and Women Owned Bus,ness par~icipation),
Department,s determ/natio- ~:~= ..... . the
Cogtractor's Utalazataon Plan, or the Contractor, s
faith efforts to comply therewith. A.r?quest for ah ear bef
the om ttee should be made wr t -- - .ing. ore
· The Committee will promptly convene a hearing in accordance
with Article 15-A of t-he Executive Law and the regulations'
promulgated thereunder.
The dec~ion of the Deput~ Commissioner for A~{stration
s.hall be a final agency determanation, reviewable in ae~,,~
w~th said Article 78.of the Civil Practice Law and Rules~ ......
X.
~ . . .When appropriate, t. he Contractor s~ll ~n~
for the -ro%~ct ' the~z ~ =~ ~=-=e=e..r~naclons o~ such sche4ules
all othe~ ~ =. , worKe~ ~ompen~atlonLaw Section 51 notice,
notices require= my law t? be posted at the site, the
Dep.artment of Labor notice ~-t this -ro~e-- :
pro]ect on which each worker is entitled to receive the
~.ge? an~ supplements for:~heir occupation, and all other notices
c~ t-he Department . directs the Contractor tq post. The
Contractor whall prov=de a surface for such notices which
sa~%sfactRryto~heDepaxtment- The Contractor shall --~-~ ·
no=ices ~= a legible m~n-er an~ -~-~ ---,---
schedule which is damaaed de~-~-~ =-- ..... ~ . _ e or
~==~on. con~rac~cor shs]I nost s~ch~ot~--- ~-~ .
work ?n ~he site and shall maintain such no~ .... -~, -,- g- Y
the slte is complete. ' -*~.~ =~ work on
(b) W~..e~. appropriate, con~racto? shall distribute to each
each ~-u ..... ~, - . ~.. 3=== on w~cn
worker ~cludes ~l~ees of
*~9 c~c c~ wor~er ~s rece~ve~ cne noCica re~ire~~
April.l, 1993 Page 8 of 9
section, which signed statement shall be m~intained with' the
payroll records required by the 'following paragraph (c).
(c) Contractor shall maintain on the site the original
certified payrolls or certified transcripts thereof which
Contractor and all of its Subcontractors are required to maintain
pursuant to the New York Labor Law Section 220. Contractor shall
maintain with the payrolls or transcripts thereof, the statements
signed by each worker pursuant to paragraph (b).
XI. In accordance with State Law (chapter 55 of the Laws of 1992} ,
the Department has the authority to administratively offset any
monies due it from the Contractor, from payments due to the
Contractor under this contract.
XII. The contractor agrees that if selected as. the lowest bidder;.
the contractor will stipulate concerning adherence to the Mae_Bride
Fair Employment pr'.lnciples, as prescribed by Chapter 807, of the
Laws of 1992. Section 174-B of the State F/ms,ce Law re~,{~es that
before entering into ce. train State contracts, persons or entities
stipulate that they elth. er .(1) have .no business oper_a_tions
Northern Ireland or (2), if so engaged, will conduct SUCh
operations in accordance wi~h the MacBride Fair
Principles.
For contracts competitively bid, if the lowest responsf.~le
bidder fails to stipulate as .required by Section 174-B, and anot~:er
bidder, 'whose bid price for goods,, servides or construction of
comparable quality is with~- five percent of 'the lowest bid, has so
stipulated, the contracaing entity shall refer such bids to the
office of General Services. The purpose of such referral is a
determination by the Commissioner of General Services whether
in the best interests of the State to reject the low bid and to
award the contract to another' qualifying bidder.
XIII. Pursuant to Section .167-B of the. State F. inance Law, u~less
........ on for propo
~ = --- ~-~--~al hardwood or other troplca~
perfo~ce o~ =he con~c~ s~l ~ ueeme=
XIV. In the event of a conflict 6etween the terms of this Appendix
B and-the terms of the Contract (including any and all a~tacbments
thereto and amendments thereof, but not including Appendix A), the
terms of this Appendix B shall control. In the event of a conflict
between the terms of this Appe~..~ B and Appendix A, the terms of
AppeDa~x A shall control.
April 1, 1993
Page 9 of 9
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