HomeMy WebLinkAboutHousehold Hazardous Waste Program - Financial Aidflouthold Town Board - L~er
Board Meeting of February 2, 2010
RESOLUTION 2010-138
ADOPTED
Item # 5.20
DOC ID: 5692
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2010-138 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
FEBRUARY 2, 2010:
WHEREAS, the State of New York provides financial aid for household hazardous waste
programs; and
WHEREAS the Town of Southold, herein called the MUNICIPALITY, has examined and duly
considered the applicable laws of the State of New York and the MUNICIPALITY deems it to
be in the public interest and benefit to file an application under these laws; and
WHEREAS, it is necessary that a Contract by and between THE PEOPLE OF THE STATE OF
NEW YORK, herein called the STATE, and the MUNICIPALITY be executed for such STATE
Aid;
NOW, THEREFORE, BE IT RESOLVED BY the Town Board oftbe Town of Southold:
1)
That the filing of an application in the form required by the State of New York in
conformity with the applicable laws of the State of New York including all understanding
and assurances contained in said application is hereby authorized;
2)
That Supervisor Scott A. Russell, or his designee is directed and authorized as the official
representative of the MUNICIPALITY to act in connection with the application and to
provide such additional information as may be required and to sign the resulting contract
if said application is approved by the STATE;
3)
That the MUNICIPALITY agrees that it will fund the entire cost of said household
hazardous waste program and will be reimbursed by the State for the State share of such
costs;
4) That five (5) Certified Copies of this Resolution be prepared and sent to the NYSDEC
together with a complcte application;
5) That this Resolution shall take effect immediately.
Elizabeth A. Neville
Southold Town Clerk
Generated February 3, 2010 Page 29
Southold Town Board - Letter Board Meeting of February 2, 2010
RESULT: ADOPTED [UNANt'HOUS]
HOVER: Albert Krupski .Ir., Councilman
SECONDER: Vincent Orlando, Councilman
AYES: Ruland, Orlando, Talbot, Krupski 3r., Evans, Russell
Generated February 3, 2010
Page 30
T304293
CONTRACT FOR STATE ASSISTANCE
HOUSEHOLD HAZARDOUS WASTE STATE ASSISTANCE PROGRAM
(ENVIRONMENTAL PROTECTION FUND)
This Contract by and between the
New York State Department of Environmental Conservation
(herein referred to as the "Department")
and the
Town of Southold
(herein referred to as the "Municipality")
with offices located at 53095 Main Road, Southold, NY 11971
WITNESSETH:
WNF~REAS, the Department is authorized by
section 54-0705 of the Environmental Conservation
Law and the 6 NYCRR Subpart 373-4 Regulations
to enter into contracts on behalf of the State to
provide grants to municipalities for Household
Hazardous Waste Collection Programs; and
WItEREAS, the Municipality has applied for a
project grant, the scope of work/project description
which includes budget mounts is set forth in
Schedule A, which is attached and made a part of
this contract; and
WltEREAS, thc Municipality has filed with the
Depafanent a duly adopted resolution authorizing it
to make such application and authorizing an officer
of the Municipality to enter into and execute this
contract on behalf of the Municipality with the
Department for the purpose of receiving the grant;
and
WHEREAS, the Department has approved the
eligibility and estimated reasonable cost of the
project and related work described in the attached
Schedule A and the amount of State assistance
therefore; and
The term of this Contract shah commence on
January 1, 2010 and,'except with respect to
paragraph 7, s.hall terminate on March 31, 2011.
The Department agrees to make available to thc
Municipality a sum not to exceed Thirty Two
Thousand Two Hundred Fi_fly Dollars and No
Cants ($32,250.00) to reimburse the
Municipality for expenditures made to cover
eligible costs incurred for the items listed under
Schedule A, Project Scope of Work/Project
Description and eligible costs, which is attached
hereto and made a part hereof. Reimbursement
hereunder is limited to filly percent (50%) of
the eligible costs incurred. The Municipality
agrees to provide for the payment of the
municipality's share of the net cost of the Project
and make reasonable efforts to secure Federal
assistance for the Project.
Eligible costs are those incurred by the
Municipality during the term of this contract, and
which are included in Schedule A. The
Municipality shall spend funds paid to it under
this contract in strict accordance with Schedule
A, and the budget contained therein.
WItEREAS, the Municipality has the legal status
necessary to enter into this contract; and
W H ~:REAS, the Department's execution of this
contract is made in reliance upon the information
provided by, and representations of, the Municipality
in its application papers and this contract.
NOW TItEREFORE, In consideration of the
. promises and the mutual covenants and conditions
contained in this Contract, the Department and the
Municipality agree as follows:
Reimbursement shall bo made upon audit and
approval by the S~ate Comptroller (herein
referred to as the "Comptroller") of vouchers
executed by an authorized officer of the
Municipality.
Any claims for reimbursement shall be
accompanied by such proofs of cost and
payment as may be required by the
Department and by the Comptroller.
State Assistance Contract - Household Hazardous Waste (HHW) State Assistance Program Page I of 4
b. Claims for reimbursement shall be deiivered
or sent to the address included in paragraph 6.
Payments for expenditures incurred under this
contract will be rendered electronically to the
Municipality. Such electronic payment shall
be made in accordance with ordinary State
procedures and practices. The Municipality
shall comply with the Comptroller's
procedures to authorize electronic payments.
Authorization forms are available at the
Comptroller's web~ite at:
www.osc.state.nv.us/enav/index.htm, by e-
mail at epunit~,osc.state.n¥.us or by telephone
at (518) 474-4032. The Municipality
acknowledges that it will not receive payment
under this Contract if it does not comply with
the Comptroller's electronic payment
procedures.
5. Any project cost overruns will not be paid by the
Department, and the Department is not
committed to seeking additional appropriations
or allocations of funds for the Municipality's
project or program.
6. It is understood and agreed between the parties
that the Department's Authorized Representative
for the implementation of this Contract, or for
approval and direction called for therein, shall be
the Director of the Division of Materials
· Management, or designee. Whenever it is
provided in this Contract that notice shall be
given or other communications sent to the
Department or Municipality, such notices or
communications shall be delivered or sent to:
State
NYS Dept. of Environmental Conservation
Division of Materials Management
625 Broadway, 9th Floor
Albany, New York 12233 -7260
ATTENTION: Director
Municipality
James Bunchuck
Solid Waste Coordinator
Town of Southold
6155 Cox Lane, PO Box 962
Cutchogne, NY 11935
Notices so delivered or sent shall be deemed for
all purposes as notice to all persons who are
parties to this Contract as Department or
Municipality.
7. The Municipality shall undertake and complete
the Project as set forth in this Contract.
a. Each of the following constitutes a failure to
undertake ad complete the Project:
1. Failure to undertake the Project.
2. Failure to make progress on the Project
to the satisfaction of the Department.
3. Failure to complete the Project to the
satisfaction of the Department.
4~ Failure to continue implementation and
operation of the Project al~er expiration
or completion of this contract.
5. Change in the use of the project, or any
portion thereof, without the prior written
approval of the Department.
Failure to undertake and complete the
Project shall constitute cause for the
suspension or termination of any obligation
of the Department hereunder; and if such
failure is attributable to any reason or cause
other than a national emergency or an Act of'
God, the Municipality shall repay to the
State all monies paid to the Municipality by
the State within one year at, er demand for
repayment is made.
If such monies are not repaid within one year
at~er such demand, the Department may
request the Comptroller to cause an amount
equal to the monies paid to the Municipality
under this contract to be withheld fxom any
State assistance to which the Municipality
otherwise would be entitled. This provision
is in addition to the terms of Clanse 9 of
Appendix "A" referred to in paragraph 16 of
this contract.
Notwithstanding the foregoing, no
repayment will be required if the
Department determines that such failure,
disposition or change of use of the Project or
any portion thereof was immediately
necessary to protect public health and safety.
8. The Municipality agrees to not sell, lease or
otherwise dispose of, or use l~inds, equipment, or
facilities acquired under this contract for any
purpose inconsistent with thc Project under
which such land, equipment or facilities is
~cquired without the advance written approval of
the Department. Following completion of the
funded project all costs of operating and
maintaining the facility or equipment shall be
borne by the Municipality, except with. respect to
paragraph 17.
State Assistance Contract = Household Hazardous Waste (HHW) State Assistance Program Page 2 of 4
10.
11.
The Municipality agrees to expend these
funds strictly in acoordanee with the
attached Schedule A, the provisions of the
New York State Environmental
Conservation Law, the State Finance Law,
the General Municipal Law, Appendices A
and B, and all applicable rules and
regulations.
For projects involving collection days, the
Municipality must have written approval
fi.om the Department to conduct a
Household Hazardous Waste Collection
Program prior to any collection day, and a
complete report must be submitted to the
Department within ten (10) business days
after completion of the collection day on
forms supplied by the Department.
For projects in which collection and storage
facilities are to be conslxueted, construction
costs will be considered eligible for reim-
bursement after construction of the facility is
completed. Operating costs will be
considered eligible for reimbursement only
where the municipality has a valid peamit to
operate the facility during the time period
for which reimbursement is sought, and a
year end report was submitted to the
Department covering the previous calendar
year. .
If the Municipality fails to comply with any
of these requirements, the Department may,
upon reasonable written notice, withhold
payments, in whole or part, to the
Muuieipality pending compliance.
The Municipality agrees to indemnify, save,
and hold harmless the State and the
Department in accordance with Clause fl of
Appendix B, referred to in paragraph 16 of
this Contract.
If monies paid to the Municipality under this
Contract are to be used for the development
of facilities, the Municipality agrees to
comply with all requirements for Providing
barrier free access for the handicapped as
established by Article 4A of the New York
State Public Buildings Law and relevant
sections of the New York State Uniform
Fire Prevention and Building Code.
12.
13.
14.
15.
16.
17.
18.
19.
Facilities developed or equipment purchased
pursuant to this Contract, upon request, shall
be made available for inspection by the
Department at any reasonable time.
In recognition of the provision of State funds
for the Project, the Municipality agrees to
give the Department appropriate credit for
its support in documents or publications
resulting from this Project.
Title to, and the right to determine the
disposition of any copyrights, or
copyrightable materials, flint produced or
created in the performance of this Project
remains with the Municipality provided that
the Municipality will grant to the
Department an irrevocable, royalty-flee,
non-exclusive right to reproduce, translate,
and use all such material for its own
purposes.
The Municipality agrees that any id~tifying
signs will note that portions of this Project
were funded by New York State Department
of Environmental Conservation.
Appendices A and B are attached to and
made a part of this Contract.
The Municipality agrees that it will not
receive reimbursement fi.om other sources
for any expenditures funded under this
Contract. However, nothing in this contract
shall prohibit the Municipality from
submitting additional applications for
funding in fiscal years following completion
of this project, provided costs already used
to claim reimbursement hereunder are not
eligible for future reimbursement regardless
of reimbursement percentage rate. ~Hae
Department may review, fund or deny such
application without prejudice.
This Contract shall be effective upon
approval of all required State Agencies.
All terms used in thi~ Contract which apply
to a Household Hazardous Waste Collection
Program shall have the same meaning as
provided in 6 NYCRR Part 373-4.
State Assistance Contract - Household Hazardous Waste (HHW) State Assistance Program Page 3 of 4
HOUSEHOLD HAZARDOUS WASTE STATE ASSISTANCE PROG ~RAM - CONTRACT SIGNATURE PAGE
Municipality Town of Southold Contract No. T304293
MUNICIPALITY SIGNATURE:
Authorized
Representative:
(signature)
Dated:
Title: Supervisor
MUNICIPALITY ACKNOWLEDGMENT
STATE OF NEW YORK )
) SS.:
COUNTY OF SUFFOLK )
On the day of in the year ..~ off, before me, the undersigned notary public, personally
appeared ~'o~o"/'G- At. ~ [[, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to mc.that he/she executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the immanent.
NOTARY PUBLIC
Do not write below this line , for NYSDEC use only m
STATE AGENCY CERTIFICATION: "In additionto the acceptance of this contract, I also certify that
original signature pages will be attached to other exact copies of this contract."
STATE AGENCY SIGNATURE:
By: Date:
Title: Director ofMana~,cmcnt & Budeet
OFFICE OF ATTORNEY GENERAL
· OFFICE OF STATE COMPTROLLER
State Assistance Contract - Household Hazardous Waste (HHW) State Assistance Program Page 4 of 4
Schedule A - Project Description and Budget
Attachment to Contract T304293
between NYSDEC and the Town of Southold
Project Description:
The municipality agre~ to conduct an environmentally sound program for collection and disposal
of household hazardous waste, including promotion oft_he household hazardous waste (HHW)
collection program, during the term of this contract.
Project BUdget:
Supplies and Materials - $500.00
Equipment - $0.00
Public Education Costs - $4,000.00
HHW Collection/Disposal - $60,000.00
Total Eligible Cost: $64,500.00
State Share (50% of Total Eligible Cost): $32,250.00
Additional Contract Conditions:
All collection of HHW will be in accordance with a NYSDEC approved collection day plan or
facility permit. All required HHW reports, collection day approvals, and/or p~mdts must be up-to-
date in order for payment requests to be approved under this contract.
The Department will conduct a final eligibility review upon submittal of a request for
reimbursement payment by the Municipality.
The Municipality shall submit a final voucher to the Depa,hnent within 30 days of the date of the
end of thc contract term.
Only expenses for collection and disposal of hazard0us waste originating from households are
eligible for reimbursement.
The Municipality agrees to give the Depath~ent appropriate credit for its financial support of
household hazardous waste collection in documents or publications or advertising, including the
phrase, "The Town of Southold collection program is partially fmanced with a grant from the
NYS Department of Environmental Conservation" or an equivalent phrase.
-- End of Schedule A -
State Assistance Contract - Household Hazardous Waste (HHW) State Assistance Program
CERTIFICATE OF RECORDING OFFICER
That the attached Resolution is a true and correct copy of the Resolution,
authorizing the signing of an application for State Assistance, authorizing the
signing of a State Contract, and assuring funding of the municipal portion of the
cost of the project as regularly adopted at a legally convened meeting of the
Town Board of the Town of Southold
duly held on the 2nd day of February , 2010 ,
and further that such Resolution has been fully recorded in the
Southold Town Board Minutes in
my office.
In witness whereof, I have hereunto set my hand this 24th day of
February , 2010.
Seal
Signature of Recording Officer
Southold Town Clerk
Title of Recording Officer
STANDARD CLAUSES FOR NY$ CONTRACTS
Thc parties to the attacbed conhact, license, 1ease,
ameodmcot or other agreement of any kind (hemiuefler, "the
contract" or "this conh-act'~ agree to be bound by the following
clauses which are hem, by made a pm of thc contract (the word
"Coniractor" hemln rofels to any party other than the State,
whether a coniractor, Hcouser, liceasee, lessor, lessee or any
other party):
1. ~UTORY CLAUSE. In accordance with Section
41 of thc Sate Finance Law, tho Stete shall have no liability
under this contract to the Conlnlctor or to anyone else beyond
funds appropriated and available for this contract.
2. NON-ASSIGNME~ CLAUSE. In accordance with
Saclion 138 of tho State Finance Law, this contract may not be
assigned by thc Coutlactor or its right, title or interest therein
assigned, lransferred, conveyed, sublet or otherwise disposed of
without the State's p~vions written consant, and attempts to do
so are null and void. Notwithstanding the foregoing, such prior
vaittan consent of an.aesigmueot of a conhact let pmwaant to
A~dole XI of thc State Finance Law may be waived at the
disoretio~ of tho contracting agency and with the concurrence
of tho State Compiroller where tho original coutract was subject
to the state Comptroller's spprovaii wher~ the essi~ment is
due to a reorEsniT~ion, ~erger or cousolidaliou of the
Contractor's business ~nlity or entzq~risu. The State n~aln* its
right to approve an aesi?menj and to require that any
Contractor demonsUute itc responsibility to do business with
thc State. The Con~ may, however, assign its right to
receive payments without the State's prior wtiiten consent
unless this coutract concerns Certificates of Patiicipu~on
pursuant to Article 5-A'of the Stale Finance Lawl
3. COMPTROLL~IR*s APPROVAL. In accordance
with Section 112 of tho State Fh~an~ Law (or, if thls contract
is with the State University or City University of New York,
5action 355 or Section 6218 of tho Education Law), if this
contract exceeds $50,000 (or the minimum thrmhnids ageed to
by the Office of tho State Compirolier for celtain S.U.N.Y. and
C.U.N.Y. cuniraas), or if tiffs is an amendment for any amount
to a coutnlct which, as so amended, exceeds said statutory
amount, or i/; by this contract the State agrees to give
something other than money wheo the value or reasonably
cefimated value of such considmniou exceeds $10,000, it shall
not be valid, effactivo or bix~ding upon the State ontil it has
been approved by the :Slate Compirolier and filed in his office.
Comptroller's approval of coniraets let by the Office of Ocoelal
Services is required when such conltaets exceed $85,000 (State
Finance Law Section 163.6.a).
4.' WORKERS' COMPENSATION BENEFITS. In
accordance with Saclion 142 of the State Finance Law, this
couimct shall be void and of no force and effect unless the
Coutractor shall provide and maintain coverage during the life
of this cantnset for tho benefit of such .employees as are
required to be covered by the provisions of the Workers'
Compensation Law.
5~ NON-DISCRIbIINATION REOUIREMENT~ To
the extent required by A~dcle 15 of the Executive Law (nisu
known as the Human Rights Law) and all other State and
Federal .steuttov/ and constitutional non-disorimiun~ion
provisions, the ConWactor will not discriminate against any
Page 1
employee or applicant for employment because of race, creed,
color, sex, national origin, sexual odantation, age, disability,
genetic predisposition or can-ier status, or marital status.
Furthermore, in accordance with Section 220-.e of the Labor
Law, if this is a conh'aet for the constmctiou, alteration or
repair of any public building or public work or for the
manufacture, sale or disiribulion of materials, oquipmant or
supplies, and to the ext~t that this coulraet shail be performed
within the State of New York, Coniractor a~rees that neither it
nor its subcoutractors shall, by reason of race, creed, color,
disability, sex, or nationai origin: (a) ~mins~ in hil4dlg
against soy New York State citizen who is qualified and
available to perform the work; or (b) discriminate against er
intimidete any employee hired for the performance of work
under this coniract If this is a building service conirac:t es
defined in Section 230 oftbe Labor Law, then, in accordance
with Section 239 thereof, Contractor agrees that neither ii nor
its subcontractors shall by reason of race, creed, color, national
origin, age, sex or disability: (a) disorlmln~e in hidng agaiust
any New York Stat~ 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
conhaet. Coutractor is subject to fines of $50.00 per person per
day for any violation of Suction 220-e or Section 239 as well es
possible termination of this cootract and fo~feitore of all
moneys due hereunder for a second or subsequent violsfiou.
6. WAGE AND HOURS PROVISIONS. If this is a
public work coutract covered by Article 8 of the Labor Law or
a buihiing service coum~ct covered by A~icle 9 thercoi~ neither
Con~or's enq,inyces nor the e~spleyces of its subconmw~ors
may be required or permitted to work more than tho number of
hours or days sta~d in said steuttes, except as othe~vise
provided in the Labor Law and as sot forth in prevailing wage
and supplemeat schedules issued by the State Labor
Deperimant Fusthonnore, Coutractor and its mbcoutmaor~
must pay at least the prevailing wage rate and pay or provide
the p~evailing supplemants, including the premium rates for
overtime pay, as.determined by the StYe Labor l~t in
accordance with the Labor Law. Additionally, effective April
28, 2008, if this is a public work coutrast covered by A~icle
of the Labor Law, the Coutractor undemands and agrees that
the filing of payrolis in a manner consistent with Subdivision 3-
a of Soetian 220 of the Labor Law ~h~]! be a coudition
precedent te payment by tho State of any S~e approved sums
due and owing for work done upc0 the project
?. ~ON-COLLUSrW
In accordance with .qaction 139-d of the State Finance Law, if
this coniract was awarded bused upon tho submission of bids,
Contractor affirms, under penalty of peijusy, ~ its hid was
arrived at independcotiy and wifoout collusion aimed at
ses~ieting competition. Conm~etor further atfm~ tha~ at the
~ Couh'actor submitted its bid, an authorized and
responsible person executed and delivered to the State a non-
collusive bidding certificatlou on Cou~actor's
8. INTERNATIONAL BOYCOTT PROHIBITION. hi
accordance with Sactiou 220-f of the Labor Law and Section
139-h of the State Finance Law, if this coniract exceeds $5,000,
tho Couiracior a~ees, as a material condition of the con.et,
that neithe~ the Conlractor nor any substangally owned or
affiliated per.n, firm, parmership or corpuralion has
participauxi, is participating, or shall pertiaipate in an
international boycott In violation of the federal Expun
November, 2010
Administration Act of 1979 (50 USC App. Suctions 2401 et
seq.) or regulations the~ueder. If such Contractor, or any of
the aforesaid ul~iates of ConUuctor, is convicted or is
otherwise found W have violated sa/d laws or regulations upon
the final determination of the United States Commerce
Depa~,lmant or any other appropriate aganey of the United
States subsequent to the contract's execution, such contract,
amandroent or modification thei~cto shall be rendered forfeit
and void. Thc Contractor shall so llotify the State Comptroller
within five ($) business days of such conviction, determination
or disposition of a~peai (2NYCRR 105.4).
9. SET-OFF RIGHTS. The State shall have all of its
common law, equitable and statutory rights of set-off. These
fights shall include, but not be limited to, the State's option to
withhold for the purposes of set-off' any moneys duc to thc
Contractor under this contt'act up to any amounts duc and
owing to thc State with regard to this contract, any other
annh*sct with any State departmant or agency, including any
contract for a term commencing prior to thc term of this
contract, pins any amounts due and owing to the State for any
other reason inciuthng, without limitation, tax delinquencies,
fee delinquencies or monetary penalties relative thereto. Thc
State shall exercise its set-offrights in accordance with normal
State pructices incindin8, in cases of set-off pursuant to an
audit, the finaHzatiun 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, ducuu~uts,
under this contract (hc~-ina.~, collectively, "the Records").
The Records must be k~t for thc balance of the calendar year
in which they were made and for 'six (6) additional years
th~. Tho State Comptroller, tho Attorney Oanoral and
any other person or entity authorized to cunduct, an
examinaliou, as well ns the agency or agettcies involved in this
conlsact, shall have access to the Records during normal
bnsiness hem's at an office of the Contrsctor 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 proposes of inspection, auditing and
copying. The State shall take reasonable steps to protect from
public disclosure any of the Rucords which are exempt from
disclosure under Section 87 of the Public Officers Law (the
"Statute') provided that: (i) the Contractor shall timely inform
an approp~ate 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 es exempt under
the Statute is reasonable. Nothing contained herein shall
diminish, or in any way adversely afr'~i, the Sta~'s right to
discover/m any pending or future litigation.
11. IDENTIFYING INFORMATION AND PRIVA/~'~
NOTIFICATION. (a) FEDERAL I/MPLOYER
IDHN'I'II~ICATION NUMBER and/or FEDI~,AL SOCIAL
SECURITY NUMBER. All invoices or New York State
standard voucher~ submitted for payment for the sale of goods
or ser~ces or the lease of real or personal property to a New
York State agency must include the payee's idantifiantion
numbe~, i.e., the sellers or lessoffs idantificefion number. The
number is either the payee's Federal employer identification
number or Federal social sucmity number, or both such
numbe~ when the payee has both such numbers Failure to
inclUde this number or numbe~ may delay payment. Where
the payee do~ not have such nuclber or numbers, the payee, on
Page 2
its invoice or New York State standard voucher, must give the
reason or reasons why the payee does not have such number or
numbers,
(b) PRIVACY NO'IliqCATION. (1) The authority to
reques~ the above pe~onsl information from a seller of goods
or s~wices or a les~or of real or personal property, and the
authority to maintain such information, is found in Suction 5 of
the State Tax Law. Disclosure of this information by the seller
or lessor to the SW.e is mandatory. The principal purpose for
which the information is collected is to enable the State to
identify individuals, businesses and others who have bean
delinquent in filing tax retoms or may have understatud their
tax liabilities and to ganerally identify persons affected by the
taxes ~ministered by the Commissioner of Taxation and
Finance. The information will be used for tax 9gminisltation
pmpeses and for any other purpose authorized by law. (2) The
personal information is requested by the purchasing unit of the
agancy oontntcting to purchase the goods or services or lease
the real or personal property anvered by this contract or lease.
The infonnatiun is maintained in New York State's Central
Accounting System by the Director of Accounting Operations,
Office of thc State Comptroller, 110 State Street, Albany, New
York 12236.
12. EOUAL EMPLOYMENT OPPORTUNITIES FOR
- - ~ ~ .- . in accordance with Section
312 of the Exucutivc Law, if this contract is: (i) a written
agrecment or purchese order/nsttum~t, providing for a total
expanditoro in excess of $25,000.00, wheruby a conirac~g
agency is anmmitted to expend or does expand funds in return
for labor, services, supplies, equipmant, materials or any
combination of the foregoing, to be performed for, or rendered
oi furnished to the cuntract/~ agency; or (ii) a vail~n
agreement in excess' of $100,000.00 whereby a con~ructing
a~llcy is committed to expend or does expend funds for the
acquisition, annsttu~o~ demolition, mpla~ment, major mpak
or ranovat/un of real property and huprovemenss thereon; o~
(iii) a wriRen agreemant in excess of $100, D00.00 whereby the
owner of a State assisted bunsin~ project is committed to
expend or does expend funds for the acqulsifiun, constructina,
demolition, replacement, major repak or renovation of rea]
property and improvements thereon for such projuc~ 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
uudcrtake or continue existing programs of affumative action
to ansore that m/nodty ~roup members and woman are afforded
equ~ employment uppommities without discrimination-
Affirmative action shall mean recruitment, employment, job
assignment, promotion, upgradings, demotion, mmsfer, layoff,
or tennin~tiun and rates of pay or other forms of compansation;
(b) at the request of the contracting agency, the Contractor
shall request each employment agency, labor union, or
authorized representative of workem with which it has a
anllestive ber~inin~ or other agreement or understamFmg, to
furnish a writtan statement that such employment agency, labor
union or representative will not disc~minate on tho basis of
race, creed, color, national od~i~ sex, age, disability or marital
stet~ and that such uuion or repre~ntafive will affirmatively
ceopemta in the implemantation of the annirsctor's obligations
beroin; and
November, 2010
(c) the Contractor shall state, in all solicitations, or
advertisements for employees, that, in the performance of tho
State contract, all qualified applicants will be afforded equal
employmollt opportolililes without disorlmination hee~luse of
race, creed, color, national origin, sex, age, disability or marital
Contractor will include lhe pro,a~ons of "a". ~b", and "c"
above, in every subcontract over $25,000.00 for the
construction, demoliilon, replacen~ major ~pair,
renovation, plsnnlne or design of real proporty and
impwvements thereon (the "WotlO except where the Work is
for the beneficial use of the Coniractor Section 312 does not
apply to: (i) work, goods or services unrelated to this conh'ant;
or (ii) employmont outside New York State; or (iii) banld%~
services, insurance polities or the sale of securities. The State
shall consider compliance by it con,actor or subcontractor with
the requirements of any federel law conCermng equal
~mployment oppommity which effectuates the purpose of this
section. The contracting agency shall determine whether the
imposition of the i~tuiremants of the prowmons 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
dophcation or conflict. Contractor will comply with all duly
promulgated and lawful roles and regulations of the Governor's
Office of Minority and Women's Business Development
peminins he.to.
13. CONFLICTING TERMS. In thc event of a conflict
between the terms of the contract [including any and ~11
attachments thereto and smendments theranf) and the terms of
this Appendix A, the terms of this Appendix A shall control.
14. GOVERNING LAW. This contract shall be govemed
by the laws of the State of New York except where the Federal
supremacy clause requires othec~-wise.
15. LATE PAYMENT. Timeliness of paymont and any
interest to be paid to Contne:tor for late payment shall be
governed by Paiicle ll-A of the State Finance Law to the
extent required by law.
16. NO ARBITRATION. Disputes involving this
contract, including the In.ach or alleged breach thereof, may
not be submitted to binding arbilration (except where
ststutorily authorized), but must, instead, be heard in a court Of
competent jmi~iiction of the State of NeW York.
17. ~ - I, ~. . 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 cmiifiad mail, return receipt requested.
Service hereunder shall be complete upon Conhacto~s actual
r~cipt of process or upon the State's receipt of the return
thereof by the United States Postal Service as refused or
undeliverable. Contractor must promptly notify the State, in
writing, of each and every change of ~s to which service
of process can be made. Service by the Slate to the last known
address shall be sufficient. Conuactor will have thirty (30)
calendar days after service hereunder is complete in which to
respond.
18, PROHIBITION ON PURCHASE OF TROPICAL
HARDWOODS. The Contractor ~liifies and warrants that all
wood products to be used noder t!gs conu'act award will be in
accordance with, but not limited to, the specifications and
provisions of Section 165 of the State Finance Law, (Use of
Tropical Hardwoods) which pwhi~oits punthuse and use of
tropical hardwoods, unless specifically exempted, by the State
or any goveriunental agency or political subdivision or public
benefit colporailon. (.hialification for an exemption under this
[aw will be the responsibility of the contractor to establish to
meet with the appwval of~e State.
In ad(~ltiOn, when any potion of this conixa~t involving the use
of woods, whether supply or instaliation, is to be performed by
any subcontractor, the prime Coniractor will indicate and
celtify in the submitted bid proposal that the subcontractor has
been informed and is in compliance with specifications nnd
previsions regardillg nso of tropical hardwoods as d~siled in
§165 State Finance Law. Any such use must meet with the
approval of the State; otherwise, the bid may not be considered
responsive. Under bidder certifications, proof of qualificmion
for exemption will be the respousibihty of the Contractor to
meet with the approval oftbe State.
19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES.
In accordance with thc MacBride Fair Employment Principles
(Chapter 807 of the Laws of 1992), the Conlractor hereby
stipuletes that the Contractor either (a) has no business
operations in Norlhem Ireland, or (bi shall take lawful steps in
good faith to conduct any business operations in Northern
Ireland in accordance with the Mac, Bride Fair Employment
Principles (as described in Seaion 165 of the New York State
Finance Law), and ,hsl! permit indepe~kmt monitoring of
compliance with such principles.
20, ~]~[lqlBUS PROCUREMENT ACT OF 1992. It is
the policy of New York State to reaximl 7~ opp0/tllullieS for the
perfi~ation of New York State business entmprises, including
minority and womon-ownad business enteqnises as bidden.
subcontractors and suppliors on its procurement contracts.
Information on the availability of New York State
subcontractors and suppliws is available from:
NYS Depmment of Economic Developn~ent
Division for Small Business
30 South Pearl St - 7~ Floor
Albany, New Yo~ 12245
Tetephonc: 518-292-5220
Fox: 518-292-5884
hllp:/Avww, empire.stata.ny.us
A directory of codified minority and women..ownad bnsine~s
enteq}rises is available from:
NYS Deparanont of Eonnomic Development
Division of Minority and Women's
Devolopment
30 South Pearl St - 2nd Floor
Albany, New York 12245
Telephone: 515-292-5250
Fax: 518-292-5803
http://www.empire.state.ny.ns
Business
The Omulbus Procurement Act of 1992 requires that by sig~fmg
this bid pmi~ad or coniract, as applicable, Conlractors cortify
that whenever the total bid amount is greater than $1 million:
Page 3 November, 2010
(a) The Conh'actor has med~ reasonable efforts m
~onurnge the participation of New York State Business
Enterprises a~ suppliers and subconffactors, including ceflified
minority and women-owned businass enterprises, on this
proje~ and has retained the docum~tation of these efforts to
be provided upon request to die Sta/ei
Co) The Conffactor has complied with the Federal Equal
Opportunity Act of 1972 (P.L 92-261), as mnended;
(¢) The Coniractor agrees to m.~lr~ reasonable efforts to
Drovide notification to New York $~ate residents of
employment oppor~di/es on ~ projact thron~h listing any
su~ positions with the/ob Serv/~e D/vision of the New York
State Department of LabOr, or providing such notification in
such manner as is consistent with existing coll~ive basgainmg
contracts or agre~n~nts, The Contractor agrees to d~nxment
these eft'offs and to provide said documentation to the Stato
upon request; and
(d) The Contractor acknowledges notice that theStato may
seek to obisin offsct credits finm foreign coontdes as a result of
this ~onh'act and a~'ees w cooperate with the State in thes~
effo~s.
21. RECIPROCITY AND SANCTIONS PROVISIONS.
Bidders are ~ nolifled that if tbeir prinoipal place of
business is loc~_L,!,fl_ in .a counuT, nation, province, s~e or
polflical ~subdivision fl~at pennlf=es New York State vendon,
md ff~the ~ or s~'vices they offer will be sub~mtially
produced or pedormed ou~ide New Y6rk Shae, the Omm'bus
Ptocu~uent Act 1994 and 2000 sm~lmonts (Chapt~' 6~4 and
whioh'th~ Would oth~wias obmt~ NOTE: As of May 1~,
2002, tbs list Of dis~,~.in,,~or~ jmisdiaions subject to this
provision inoind~ tho sm~s of South Carolina, Alaska, West
Virginia, Wyoming; Louisi~a and Hawaii. Contaa NYS
l~partment of Economic Dev~lopr~nt for a onrrmt list of
jorisdi~ons subj~t to ~ provision.
22. COMPLIANCE WITH N~W · YORK STATE
-' = ~ _ - . C_.6nmtotor ~hall comply with the
provisions of the New York S~e Information Seonrlly Breach
and Notification Act (Geaeral Busineas Law Sentton 899-as4
State Teclmolagy Law Se~lion 20~).
23. COMPLIANCE WITH CONSULTANT
~l~:~aslf this isa ennU'act for .consulting
of u'~ requimnem to include
enalysis, ~valuslion, rase~li, h-atnin& a~ proo~sing,
l~gal or similar se~icos, fien, in aec0rdanco with Section 163
(4-S) of the Sine Finance Law (as studded by Chap~ 10 of
the Laws of 2006), fie C. onlrac~ shalY timely, accurately end
properly comply with the requirmm~ to submit an ammat
employment report for the contract to the agency/hat awarded
the conUact, the Depmlme~ of Civil Sendce and the State
24, PROCI.IRRMRNT LOBBYING. To the e~c~ent this
agree(montis a ~oeUrm~mt contract' as ddtned by
Stato Fi~ ~ ~m 139-j ~ 139-k by s~ ~
~t ~e ~n~ ~ ~d ~ ~ ~
~1o~ ~ ~ ~ ~ S~ F~ ~w
Page 4
Sections 139-j and 139-k are complete, W. te and accurate. In
the event such ce~flca~/on i~ found to be intentinonlly false or
intentionally incomplcte, the State may terminate file
a~mont by providin~ writtm notification tO the Contractor in
accordance with the terms ofth~ agrenmont
2S. CERTIFICATION OF REGISTRATION TO
COLLECT SALES ANO coMPENSaTiNG USE T~ ay
To ~ ~t ~s ~t ~ a ~n~ ~ de~ ~ T~
~w S~ 5~ if ~e ~ ~ ~ ~e ~e ~fl~on
~ ~ T~ ~w ~ .~m ~ if ~ ~e t~ of ~
~n~ &e ~t of T~ ~d F~e ~ ~
'~ ~, ~ ~ by T~ ~w 5-~ ~s~ ~ ~
c~ ~ ~d~ p~ of~, ~ ~, ~ ~
~l~ W file ~ ~e ~ ~ ~ a ~ ~ of
~ nofifl~ W ~e ~r ~ ~ ~
November, 2010
APPENDIX B
Standard Clauses for All New York State Department
of Environmental Comeavation Contracts
The parties to the atiachad contract, license,
lease, ~ant, amendment or ~ther agreement of any kind
(hereinafter "the conh'act" 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 to the contrect, other than the New York
· State Depas~ment of Environmental Conservation
- (hereina fler 'Department").
I, Pee~ponement, suspension, abandonment or
termination by the Department: The Department shall
have the ri~ht to postpone, suspend, abandon or
terminate this contract, .and such actions shall in no event
be deemed a ~ of contract. In the event of any
termination, postponement, delay, suspension or
abandonment, the Contractor ~all immediately s(op work,
take steps to incur no eddifionsl obligations, and to limit
fu~her expenditures. Within 15 days of receipt of notice,
the Contractor slutll deliver to the Deparm~ent ali data,
reports, plum, or other dccument~/on'rdated to the
performance of this contract, including but not limited to
as-built plans and shop drawings. In any of these
events, the Department sh~ll make settlement with the
Contractor upon an equitable basis as determined by the
Department which shall fix the value of the work which
wns performed by the Contractor prior to 'the
postponement, suspension, abandonment or termination
of this contract. This clause shall not apply to this
cuntract if the contract contains other provisions
applicable to postponement, suspe~iun or termination of
the contract.
II. Indemnification and Holdharmless The
Contractor alpecs that it will indmnnify end save harmless
the Department and the State of New York from and
a~nst all losses from cra/m% demands, payments, suits,
'actions, teeny,/es end judsments of every nature end
description brouEht or recovered aEa/nat it by mason of
any ~niasion or tortious act of the Contractor, its a~ente,
employees, suppliers or subcontractors in the
performance of tiffs contract. The Department and the
State of New Yo~ may retain such monies from the
amount due Contractor as may be necessary to satisfy
a~y claim for d~rn~es. COSts end the llke, which is
aaserted agah~t the Dep~tme~t. end/or the State of New
York.
III. Conflict of In.tor~st (a) ~ ~
Interest. To the best of the Con.actor's knowledge and
belial~ the Conhactor warrants that there are no retevant
facts or circumstences which could give dsc to en
organizational conflic~ of interest, as hmein defined, or
that the Contractor has disclosed all such relevant
information to the Dapar/ment,
(1) An organizational conflict of intorest exists when the
nature of the work to be performed under this contract
may, without some restriction on future activities, /mpair
or appear to impair the Contra~or's objectivity in
performing the work for the Department.
(2) The Contractor agrees that if en actual, or potential
ollmnlzational conflict of interest is discovered at any
t/me after award, whether before or dining performance,
the Cuntractor will imme~atc/y make a full disclosure in
writ/nE to the Department. Tiffs disclosure shall include
a desctption of actions which the Contractor has taken
or proposes to take, after consultation with the
Department, to avoid, ,m/h~ate. or m/nimizc the actual or
potential conflict.
(3) To the extent that the work under this contract
reqmres access te personal, proprietary or confidential
business or financial data of persons or other compenius,
and as long as such .data remains proprinta~ or
ennflden~, the Contractor shall protect such data from
unauthor/zed use and disclosure and a~rees not to use it
to compete with such compentes.
Co) Personal Conflict of lntarest: Thafullowmg
provisions with ~ to m~n_oenm~t or pmfensional
level employee personnel performing umlor this contract
shall apply until the earlie~ of the ~rmination date of the
affected employee(s) or the duration of the contract.
(1) A personal conffict of interest is defined as a
ralatioush/p of en employee, suboontractor employee, or
consultant with an entity, that may impair or appear to
imp~r the objectivity of the employee, subcontractor
employee, or consullant /n performing the con~ract work.
The Contractor agrees to notify the Dapar~nent
immediately of any actual, or poh,-ntial personal conflict
of interest with zegard to any such person working on or
having access te informa~on re~asding th/s con~ract, as
senn as Conm~tor becomes aware of such cunflict, The
Department will notify the Contrector of tho appropriate
action ~o be taken.
(2) The Contractor agrees to ndvise nD. r~nnnEement
App. B 4/17/00
Page 1
or professional level employees involved in the work of
this conttact, that they must report any personal conflicts
of interest to the Conh'actor. The Contractor must then
advise thc Depar~ent which will advise the Conm~ctor of
the appropriate action to be taken.
misrepresents relevant information to the Department,
the Dcpar~mont may terminate thc contract, or pursue
such other remedies as may be permitted by thc terms of
Clause I of this Appendix or other applicable provisions
9fthis coniract regarding termination.
(3) Unless waived by the Department, the
Contractor shall certify annually that, to thc best of the
Contractor's knowledge end belief,, all actual, apparent or
potential conflicts of interest, both personal and
o ~r~nlzafional, as defined herein, have been reported to
thc Depertmcnt, Such certification most be sigl!ed by a
san/or executive of the Conh'antor and submitted in
accordance with instructions provided by the Department.
Along with the annual certification, the Contractor shall
also submit en update of any changes in any conflict of
interest plan submitted with its proposal for this conh-act.
The inida] corgfication shall cover the one-year period
fi'om the date of centrsct award, and all subsequent
co~ficationa shnll cover successive annual periods
tbereat~'. The cortification is to be submitted no later
than 45 days after the close of the prewous ccrlification
(4) Iu perforlnlng this contract, the Conh-actor
reco~izes that its employees may have access to data,
either provided by the Department or first generated
dutin8 contract performance, of a sensitive namm which
should not be released without Department approval. If
th/s siluation occun, the Contractor agrees to ohialn
confidentiality agrsemems from all affected employees
working on reqmrem~ts under this contract including
subeont~:sctors and consultants. Such agreements shall
contain provisions which stipulate that each employee
agrees not to disclose, either in whole or m part, to any
entity external to the Department, Department of Health or
the New York State Department of Law, eny infomtafion
or data provided by the Department or first generated by
the Contractor under this contract, any sito-spocific cost
information, or any enforcement strategy without first
obtaining the written penmssion of the Department. If a
Contractor, through an employee or otherwise, is
subpoenaed to testify or produce documents, which
could resull ~n such' disclosure, the Contractor must
provide immediate advance notification to the Department
so thai the Depamnent can authorize such 'disclosure or
have the opportunity to take actian to prevent such
disclosure. Such agreements shall be eiYeclive for the life
of the contract and for a period of five (5) years after
completion of the contract.
(c) Remedies - The Deperonent may terminate this
comract in whole or in pe~t, if it deems such termi.sfion
necessary to avoid an organizational or personal conflict
of interest, or an unauthorized disclosu~ of information.
ff the Conirsctor fifils to make required disclosures or
(d) The Contractor will be incitE/hie to make a proposal or
bid on a contract for which the Contractor has developed
the statement of work or the solicitation package
(e) The Contractor agrees to insert in each
subcontract or consultant a~ment placed hereunder
(except for subcontracts or consultant agreements for
well drilling, fence ~recting, plumbing, utility hookups,
security ~uard sen4ces, or alecUical services) provisions
which shall conform substantially to the ~ of this
clause, including this paragraph (e), unless otherwise
authorized by the Deparlmcnt.
If this i~ · contract f~r work related to action at an
inactive hazardous waste site, the fullowing paragraph
shall apply to those Contractors whose work requires
the application of professional judgment: it does not
apply to construction contracts.
(0 Due to the scope and nature of this contracl, the
ConUactor shall observe the followhg restrictions on
future hazardous waste site conlracting ['or the duration
oftbe contract.
(1) The Contractol, dining the life of the work
aseisnmant end for a period of three (3) years after the
completion of the work assignment, agrees not to enter
into a conU~ct with or to represent any party with respect
to any work relating to remedial activities or work
periaining to a site where the Contractor previously
performed work for the Deparonent under this conuact
without the prior written approval of the Department.
(2) The Conlractor a~as in advance that if eny
bids/proposals are submitted for any work for a third
party flutt would reqmre wr/tto~ approval of the
Department prior to entering into a conlracl because of
the restrictions of this clause, then thc bids/proposals are
submitted at the Contractor's own risk, and no claim shall
be m~e against thc Deparunen! to recover bid/proposal
costs as a direct cost whether the request for
authorization to enter into the contract is denied or
approved.
IV. Requests for Payment All requests for payment
by the Contractor must be submitted on forms supplied
and approved by thc Department. Each peymant request
must contain such items of information end supporting
documantetion as are required by the Department, and
shall be all-inclusive for the period of time covered by the
App. B 4/17/00 Page 2
payment request.
V. Compliance with Federal
requirements To the extent that federal funds arc
provided to thc Contractor or used in paying the
Contractor under this contract, the Contractor agrees that
it will comply with all applicable federal laws end
regulations, including but not limited to those laws end
regulations under wliich the Federal funds were
authorized. The Contractor further agrees to insert in eny
subcontract hereunder, provisions which shall conform
substantially to the ~enguage of this clause.
VI. Independent Contractor The Contractor shall have
the status of en independent contractor. Accordingly, the
Contractor agrees that it will conduct itself in a manner
consistent with such status, end. that it will neither hold
itself out as, nor claim to be, en officer or employee of the
Department by reason of this contsact. It further agrees
that it will not make any claim, demand or application to
the Department for any right or privilege applicable to en
officer or employee of the Department~ including but not
limited to Worker*s compensation coverage,
unemployment insurance benefits, social security
coverage, or retirement membership or credit.
VII. Article 15-A Requirements The terms
contained in this clause shall have the definitions as
givea in, and shall be consh'ued a~onting to the intent of
Article 15-A of the Executive Law, 5 NYCRR Part 140~ et.
seq., Article 52 of the l~nviromncotal Conservation Law
and 6 NYCRR Part 61~, et. seq., as applicable, a~l eny
gnus cstabllched by this clause are subject to the intent
of such laws end roguiations.
(a) If the maximum contract price herein equals or
exceeds $2:5,000, end this contract is for labor, services,
supplies, equipment, or materials; or
Co) If the ms~waum conWact In/ce herein equals or exceeds
$100,000 and this contract is for the acquisition,
construction, demolition, replacement, major repair or
renovation of real property end improvements thereon;
then
(c) The aff'u'mative action provisions and equal
employment opportunity provisions contained in this
paragraph end paragraphs (d) and (e) of this clause shall
be applicable within the limitations astablished by
Executive Law §§312 and 313 end the applicable
(1) The Contractor is required to make good faith efforts
to ~ubconh'act at least 18.8 % of the dollar
value of this conffact to Minority Owned Business
Entmprisas (MBEs) sad at least 20.5 % of such
App. B 4/17/00 Page 3
value to Women Owned BuSiness Enteq)rises (WBEs).
(2) The Contractor is required to make good faith efforts
to employ or contractually require any Subcon~aotor
with whom it contracts to make good faith efforts to
employ r~inority group members for at l~ast
10 % of, end women for at least 10 %
of, the workforce hours required to perform the work
under this contract.
(3) The Coniractor is required to make good faith efforts
to solicit the meaim~l pa~icipetion by enter~wisas
identified in thc NYS Directory of Ceffified Businesses
provided by:
Empire State Development Coq~.
Div. Minority & Women's Business Development
30 South Pearl Stract
Albeny, New York 1224:5
Phone: (:5 lg) 292-:52:50
Fax: (:518) 292-5803
end
Empire State Development Corp.
633 Third Avenue
New York, NY 10017
Phone: (212) 803-2414
Fax: (212) 803-3223
internet: wWW.empire.state.ny.us\esd.him
(d) The Contractor agrees to include thc provisions
forth in paragraphs (a), Co) end
(c) above end per~,,raphs (a), CO), end (c) of clause 12
of Appendix A in every sub~onh-ac, t in such a mennar
that thc provisions w/Il be bied/ng upon each
Subcontractor as to work under such suboonimot. For
the purpose of this paragraph, a "subcontract" shsll
mean en agroemcot providing for a total expunditor~ in
excess of $25,000 for the construction, demolition,
rePlacement, major repair, r~movation, pl...i%o or
design of reai property end improvements th~on in
which a portion of the Contractur's obligation ond~-
State coniract is undortsken or assmued.
(e) The Conhactor is requi~t to make good faith
efforts to util/ze the MBE/WBEs kluntified in the
utir~zation plen to the extent indiented in such plml, and
othenvise to implement it according to its terms. Th~
Contractor is requested to report on such
implementation periodically as provided by the
contract, or armualiy, whichever is mom frequent,
VIII. Compliunee with app]irable Isws
(a) Prior to thc 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 cornpliancc
with all applicable federal, state end local laws end
rngul~ons promulgated thereunder. It is the
Contrac~r's respousibili~y to obtain eny necessary
permits,~or other authorizations. By signing this
contxact, 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 relience UpOn this representation.
Co) During thc term of this contract, end eny extensions
thereof, the Con,actor must renmln in compliance with
said laws. A failure to notify the Depar~ucm of ·
noncomplience of which the ContracWr was or should
have been aware, may be considered a nmterinl breach
of this conhmct
IX. Dispute Resolution The parties ague to
the following steps, or as many as ere necessary to
resolve disputes between the Department end the
Contractor.
(e) The Contractor specifically agrees to submit, in the
first instance, eny dispute relating to this contract to
the d~signated individual, who shall render a wrir~n
decision and furnish a copy th~renf to the Contractor.
(1) The Contractor must request such decision to
writing no more than fifteen days after it knew or should
have known oD, ha fac~ which are the basis of the
dispute.
(2) The desision of the designated individual shall be
the final agency dete~ninatlon, unless the Contractor
files a written appeal of that decision with the
designated appeal individual ("DAP') within twenty
days of receipt of that decision.
Co) Upon receiptofthewrittenappoal, theDAI, will
re~ew the record ami decision. Following divisional
prucedures in effoc~ at that time, the DAI will take one
of the following actions, with wr/~n notice to the
Contractor.
(1) Remend the realtor to the program slaff for
further negotiation or information if it is detenKmed
that the matter is not ripe for review; or
(2) Det~e that therc is no need for further
action, and that the detonninaflon of the designated
individual is confm~ or
(3) blake a determination on the record as it crdstS.
(c) The dodsion of theDAIshailbethefinaiag~,-a~'y
decision unless.the Contractor files a wr/~cn appeal of
that decision with the Chair of the Contract Review
Committee ("CRC") within twenty days of recdpt of
that decision.
The designated individual to hear disputes is:
C. J. Carayi~nis, P.E., Chief
(Name end Title)
(Address)
(518) 402-8678
(Tetepllouc)
The designated appeal individual to review decisions
is:
David Vitale, P.E., Bmeau Director
(Name and Title)
(Address)
(518) 402~86'~8
(Telephone)
The Chair of the Conlract Review Committoe is:
Deparlmont of Environmontel Couser~l~ion
Nen~ W. Lussi~, Chair
ConWact F,~view Committee
62//Broadway, 10~ Floor
Albany, NY 12233-5010
TelePhone: (518) 402-9228
(d) Uponreceiptofthewfittenappeul, theChairof the
CRC, in.coasultetion with the members of the CRC and
the Office of C, eucrai CtmmeL will take one of the
following actions, or a combination thereof, with
wi'i/ton notice to the Contractor.
(1) Rcmend the mattor to pragram staff for
additional fact finding,negotiation, or other appropriate
action; or
(2) Adopt the decision of the DAI; or
(3) Consider the matter for review by the CRC in
accordance with its procedures.
(e) Following a daci~ton to pnx:eed pursuant to (d) 3,
above, the Chair of the. CRC shall convene a
pwceeding/n accordance with the CRC's established
contract dispute resolution ffuidelines. The lm:W~xfing
will provide the Contractor with en opportunity to be
heard.
(f) Following a dec*aion ptasuant to (d) 2 or (d) 3, the
CRC shall make a wfitton recommendation to the
Assistant Commissioner for Administration who shall
render the final agency detmmin~ion.
(g) At any time during the dlsputo resolution process,
end upon mutual a~'ent of the parties, the Office of
App. B 4/17/00 Page 4
Hearings and Mediation Scwices (OHMS) may be
rcqucsted to provide mediation services or other
appropriate means to assist in resolving the dispute.
Any findings or recommendations made by the OHMS.
will not be bin~mg on either party.
CO) Final agency determinations shall be ~ubjeet to
review only pursuant to Article 78 of the Civil Practice
Law and Rules.
(i) Pending final determination cfa dispute hereunder,
the Contractor shall proceed dilig~ntly with the
performance of the Contract in accordance with the .
decision of the designated individual. Nottfmg in this
Contract shall b~ construed as making final the decision
of any edmthisirative officer upon a question ofinw.
(j) (I) Notwithstanding the foregoing, at the option of
the Contractor, the following shall ha subject to review
by the CRC: Disputes arising under Article I$-A oftha
Executive Law (Minority and Women Owned Business
pattieipation), the DePartment!s determination with
respect to the adequacy of thc Conh-actor's Util/zation
Plan, or the Cenm~tor's showing of good faith efforts
to comply therew/th. A request for a review before the
CRC should be made, in writing, within twenty days of
receipt of the Department's determination.
(2) The CRC will promptly convene a review in
accordance with Article 15-A of the Bxecutive Law and
X. Labor Law Provisions
(a) When applicable, the Contractor shall post, in a
loc~tiun designated by the Department, a copy of the
New York State Depar~nent of Laber schedules of
prevailing wages and supplements for this project, a
copy of all re-datsrmlnaiiens of such schedules for the
project, the Workers' Compensation Law Section 51
notice, all other notices reqnix~i by law to be posted at
the site, the Depatiment of Labor nolice that this project
is a public work project on which each worker is entifle~
to receive the prevailing wagus and supplements for
their eccopa!ien, and all other notice~ which the
Deparmtent directs the Contractor to post. The
ConUactor shall pwvide a surface for such n?tices
which is satisfacto~ to the Depnrtment. The
Conlraetor shall maintain such notices in a legible
marmer and skil replace any notice or schedule which
is dam~ed, defaced, ille~le or ~emoved for any
reason. Contractor shall post such notices before
commendu-~ any work on the site end shall raalntain
such notice~ until nil work on the site is complete.
Co) When appropriate, contractor shall dist~buta to
each worker for this Contract a notice, in a form
provided by the Department, that this project is a
public work ptoject on which each worker is entitled to
receive the prevairmg wase end supplementS for the
occtlpatiun at which he or she is working. Worker
includes employees of Contrectoi' end all
Subcontrec~rs and all employees of suppliers entering
the site. Such notice shall be distributed to each
worker before they start performing any work of this
contract At the time ofdistribotion, Contractor shall
have each worker sign. a statement, in a form provided
by the Department, certifying ~tt the worker has
received the notice required by this section, which
signed statement shall be maintained with the payroll
n~rds required by the following paragraph (c).
(c) Contractor shall maintain on the site the original
certified payrolls or cetiified trenscripts thereof which
Contractor and all of its Subcontractors are required to
maintain ptwaumt to the New York Labor Law Section
220. Conlractor shall maintain with the payrolls or
lranscripts thereof, thc statements signed by each
worker pursuant to paragraph Co).
(d) Withln thln'y days of issuance of thc first payrell,
and every thirty days thereat~t', thc Contractor and
eve~- subcontractor must submit a transcript of the
original payroll to the Department, which transcript
must b~ subscribed end affinned as true under penalty
of perjury.
XI. Offset hi accordance with stere Law, the
Department has the authority to administratively offset
any monies due it from the Contl'ector, from payments
due to the Contractor under this contract. The
Department may also (a) assess interest or late payment
~ and collection fees, if epplicable; (b) charge a
fee for any dishonored check; (c) refuse tO renew
ce~ain licenses end permiis.
. XII. Tax Exemption Pursuant to Tnx Law
Sectiun I 116, the State is exempt from sales end use
taxes. A standard state voucher is sufficient evidence
thereof. Fo£ federal excise taxes, New York's
registration Number 14740026K covers tax-free
h'ensactions under the Internal Re.venue Code.
XIII. LiligaflonSupport In the event that the
Department becomes involved in lltigatiun related to
the subject matter of this contract, the Con,actor
agrees to provide background supixa't and other
litigation support, including but not limited to
depositions, appearances, end testimony.
Cempensation will be negotiated and based on rates
established in the conlraet, or as may otherwise be
provided in the contract.
App. B 4/17/00 Page 5
XIV. Equipment Any equipment purchased
with fund~ provided under this contract, ~hall ~emain
the property of the Department, unless otherwise
provided in the conh-act. The Conl~actor shall be liable
for all costs for maintaining the property in good,
usable condition. It shall be retomed to the Deparoneor
upon completion oftbe contrac% in'such condition,
uuiess the Department elects to sell the equipment to
the Conh-actor, upon mutually agrecable terms.
XV. Inventions or Discoveries Any invention or
discover] first made in performance of this Conuacl
shall be the property of the Deparlmunt, uuiess
o. therwise provided in the contract. The Conlractor
a~ec~ to provide the Depor'anent with any and all
materials related to this property.. At the Department's
option, the Contractor may be granted a non-exclnsive.
license.
XVI. Patent and Copyright Protection
If any patented or copyrighted material is involved in or
reseits from the performance of this Contract, this
Article shali apply.
(a) The Contractor shall, at its expense, defend any suit
instituted against the Department and indeminfy the
Depaitment against any award of asmn~s and costs
mnde ag~inat tha Deparlment by a fu~.l, jndgmcnt of a.
court of lust resort hesed on the claim that eny of the
products, services or ennsumable supplies furnished by
the ConiraO. or under this Contract infringes any pa~ent,
copyright or other proprietar/.right; pr6vided the
Department gives thc Cunh'actor:
prompt w~itten notice of any action, claim or threat of
hff~ngement suit, or other suit, end
(2) the opportunity to ~ over. settle or defend such
action at the Con~ractor's sole expense, and
(3) all available information, assistsnce end authority
necosse~y to the action, at thc Con~ractor's sole
expe~e.
The Conlractor shall conlrui the defense of any such
suit, includin~ appeals, and all n~gotiations to cffeci
settlement, bui shall kecp the Deparune~ thlly informed
concemln~ the pl~rees oftha litigation
(b) If the use of any item(s) or parts thereof is held to
infringe a patent or cop~il~ht and its use is enjoined, or
Coatmctor helieves it will be enjoined, the Conlractor
shall have ~ tight, at its election and expense to take
action in the following order of ly~cedunec:
(I) procure for ~e Departmcnt the right to continue
using the same item or parts thereof;
(2) modify the same so that it becomes non-infringing
and of at least the same quality and performance;
(3) replace the item(s) or parts thereof with
noninfringing items of at least the same quahty and
(4) if none of thc above nm~edies are available,
discontinue its use end eliminate may future charges or
royalties pcrt~i.i~g the~to. The ConUactor will buy
back the infithging product(s) at the S~ate's book
value, or in the event of a lease, the [~s~ies shall
terminate the lease If discuntinuntion or elimination
results in the Cuniractor not being able to perform the
Conlract, the CunU-act shall he tenninated.
(c) In the event that an action at law or in equity is
commenced n~i~l the Dq~nment arising out of a
clsim *hat the Deperimenfs use of any item or material
pursuant to or resolting from this Contract infi'inges
any patent, copyright or proprietary tight, and such
action is forwarded by the Depamnunt to the
Contractor for defense and indemnifient/un pursuant to
this An~icle, the Depamnent shall copy all pleadings
and documents f~;werded to the Contractor together
with the forwarding conv. spondunce and a copy of this
Coniroci to the Office of the Attorney General of the
State of New York. If upon receipt of such request for
defense, or at any time thereafter, thc Coniractor is of
thc opinion that thc allegations in such actiun, in whole
or in pan, are not cove~l by lhe indemnification
for~ in this Article, the Conlractor shuil immediately
notify the Dapanment and the Office of the Attorney
General of the State of New York in wtiting and shall
specify to what extent the Contiuctor believes it is and
is not obhga~d to dof,~ld a~d illdellmif~ imder the
terms and conditions of this Conu'act The Conlractor
shall in such event [rrorecl the interests of the
Department and S~ate of New York and secure a
continuance to permit the State of New York to appear
and defend its interests in cooperation with Coniractor
as is appropriate, incinding any jurisdictional defenses
which ihe Deparimunt and Smto shall have.
(d) The ConUactor shall, however, have no liability to
the Depamnent under this Article if any inftinsement is
based upon or arises out of: (I) compliance with
design% pla~, or specifications furnished by or un
behalf, of the Depamnent es to the items; (2] alterations
of the items by the Department; (3) failure of the
Department to use Ulxiated items provided by the
ConUactor for i/voiding inf~;.(4) use of item m
combination with apparatus or devicea not delivered by
the Contractor; (5) use of items in a manner for which
the same were neither designed nor contemplated; or
(6) a patent or copyright in which the Department or
App. B 4/17/00 Page 6
any affiliate or subsidiary of the Department has any
direct or indirect interest by license or otherwise.
(e) The foregoing states the Con,actor's entire liability
for, or resulting from, patent or copyright infringement
or ~laim thereof.
XVH. Force Majem'e The tmn Force Majeure shall
include acts of God, wink stoppages due to labor
disputes or s~kes, fires, explosions, epidemies, riots,
war rchelli~, sabotage or the l/ke. Ifa failure of or
delay in performance byeithar party results from the
occurtm~ of a Force Majeure event, the delay shall be
excused and the time for performance extended by a
pmiod eqmva~cm to the t~me ~ost because of the Force
majeure event, if and to the extent that:
(a) The delay or failure was beyond the con~rol of the
par~y affected and not du~ to its fault or negligence;
and
lb) The delay or failure was no~ extended because of the
affected party's failure to use all ~asonable diligrace to
ovea-cmn~ the obstacle or to resume I~m%nnance
immediately ~ such obstacle was ov~n:ome; and
(c) The affe~l par~y provides notice within (5) deys of
the onset of the evant, that it is invoking thc protection
of this provision.
X'VIII. Frandom of Information Requate The
Con.actor agrees to provide the Dupm~ant with any
records which must be released in order to comply with
a recluean pursuant to tho Freedom of Information Law.
The Depaflraant will provide the contractor with an
opportuinty to identify mat~al which may be
protected from release and to support its position.
XIX. Precedence In the ~want of a conflict
between the terms of this Appendix B and the terms of
the Contract (including any and all attachmants thereto
and amendments thereof, but not including ~dix
A), the temps ofth/s Appendix B shall control In the
event of a conflict betv~an the terms of this Appond/x
B, and the terms of Appendix A, the terms of Appendix
A shall conlrol.
App. B 4/17/00 Page 7