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HomeMy WebLinkAboutElizabeth Field Airport - ConsultantRESOLUTION 2012-903 ADOPTED DOC ID: 8356 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2012-903 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON DECEMBER 18, 2012: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Cost Plus Fixed Fee Consultant Agreement for the environmental assessment for the 5-year Capital Improvement Program Projects between the Town of Southold and C&S Engineers, Inc. in the amount of $150,000.00, of which the Town of Southold is responsible for 5% of this amount under the Grant Offer, in connection with Project No. FAA AlP No. 3-36-0029-19-12, NYS DOT No. 0913.19, at Elizabeth Field Airport, Fishers Island, New York, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUSI MOVER: William Ruland, Councilman SECONDER: Albert Krupski Jr., Councilman AYES: Ruland, Talbot, Doberty, Krupski Jr., Evans, Russell , GINAL COST PLUS FIXED FEE CONSULTANT AGREEMENT FOR ENVIRONMENTAL AND PLANNING SERVICES FOR THE ENVIRONMENTAL ASSESSMENT FOR THE FIVE YEAR CAPITAL IMPROVEMENT PROGRAM PROJECTS AT ELIZABETH FIELD AIRPORT FISHERS ISLAND, TOWN OF SOUTHOLD, NEW YORK FAA AlP NO. 3-36-0029-19-12 NYSDOT NO. 0913.19 TABLE OFCONTENTS ARTICLES PAGE ARTICLE ARTICLE ARTICLE ARTICLE ARTICEE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE 1 DESCRIPTION OF SERVICES TO BE PERFORMED ...................................................... 2 PROVISION FORPAYMENT TIME FOR PERFORMANCE ............................................. 1 3 STANDARD OF CARE, STANDARD PRACTICES, AND REQUIREMENTS .............................. 3 4 ENTIRE AGREEMENT ...................................................................................... 3 5 TAXES, ROYALTIES, AND EXPENSES ................................................................... 3 6 CONSULTANT LIABILITY ................................................................................. 3 7 LABORLAW REQUIREMENTS ............................................................................ 4 8 NONDISCRIMINATION PROVISIONS ..................................................................... 4 9 WORKER'S COMPENSATION AND LIABILITY INSURANCE ........................................... 5 10 ~ASSIGNMENT REQUIREMENTS ......................................................................... 5 1 I ADDITIONAL SERVICES ................................................................................. 6 12 ABANDONMENT OR AMENDMENT OF PROJECT AND TERMINATION ............................. 6 13 SUSPENSION OF SERVICES .............................................................................. 7 14 INTERCHANGE OF DATA ................................................................................ 8 15 DISPOSITION OF PROJECT DOCUMENTS .............................................................. 8 16 CODE OF ETHICS ......................................................................................... 8 17 iNDEPENDENT CONTRACTOR ........................................................................... 8 18 PATENT RIGHTS AND COPYRIGHTS ................................................................... 9 19 NEW YORK STATE PARTICIPATION ................................................................... 9 21 MISCELLANEOUS ......................................................................................... 9 22 SUBCONSULTANTS/SUBCONTRACTORS AND VENDORS ......................................... 10 23 FORCE MAJEURE ...................................................................................... 10 24 DISPUTE RESOLUTION ............................................................................... 10 SCHEDULE A SCOPE OF SERVICES ..................................................................................... A-I to A-7 SCHEDULE B COST SUMMARY AND FEE SCHEDULE .................................................... B-1 to B-2 SCHEDULE C AGREED OVERHEAD ............................................................................................... C-1 SCHEDULED- SPONSOR'S CERTIFICATION FOR SELECTION OF CONSULTANTS ...D-1 to D-3 SCHEDULE E RESOLUTION ............................................................................................................. E-1 SCHEDULE F NOT USED ......................................................................................................................... SCHEDULE G CERTIFICATION OF CONSULTANT ...................................................................... G-I SCHEDULE H AIRPORT AID PROGRAM ............................................................................. H-I to H-4 SCHEDULE I NEW YORK STATE DOT REQUIREMENTS .................................................... i-1 to I-5 COST PLUS FIXED FEE CONSULTANT AGREEMENT FOR ENVIRONMENTAL AND PLANNING PROJECT: Environmental Assessment for the Five Year Capital Improvement Program Projects Elizabeth Field Airport This Agreement, made effective this __ day of ,2012, is by and between the Town of Southold a New York municipal corporation, having an address at P.O. Box 1179, Southold, New York 11971 (hereinafter referred to as the "SPONSOR"), and C&S Engineers, Inc., a New York business corporation having its principal offices at 499 Col. Eileen Collins Boulevard, Syracuse, New York 13212 (hereinafter referred to as the "CONSULTANT"). WITNESSETH: That the SPONSOR and the CONSULTANT, for and in consideration of the mutual obligations set forth herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, agree as follows: ARTICLE 1--DESCRIPTION OF SERVICES TO BE PERFORMED The SPONSOR hereby retains the CONSULTANT because of its ability and reputation, and the CONSULTANT accepts such retention, to perform for the SPONSOR the services of the Project more particularly described in Schedule(s) "A", attached hereto and made a part hereof(the "Basic Services"). The SPONSOR's resolution or other authorization for retaining the CONSULTANT is attached hereto and made a part hereof as Schedule "E". The SPONSOR has completed or will complete a "Certification for Selection of Consultant" in connection with the execution of this Agreement, a copy of which is attached hereto and made a part hereof as Schedule "D". ARTICLE 2---PROVISION FOR PAYMENT- TIME FOR PERFORMANCE ao Basis for Payment~The SPONSOR shall pay the CONSULTANT, and the CONSULTANT shall accept, as full compensation for the performance by the CONSU~LTANT of the Basic Services under this Agreement, the following: Item 1: Direct Technical Salaries of all employees assigned to the Project on a full-time basis for all or part of the term of this Agreement, plus properly allocable partial salaries of ail employees working part-time on the Project, all subject to audit. Overtime in accordance with the terms of this Agreement shall be charged under this Item. The cost of Principals' salaries (or allowable portion thereof) included in Direct Technical Salaries during the period that they are working specifically on the Project (productive time) are eligible if their comparable time is also charged directly to other projects in the same manner. Otherwise, Principals' salaries are only eligible as an overhead cost. Item II--Actual Direct Nonsalary Costs incurred during the term of this Agreement, as defined in 1 F Prnjcct',2]l TOWN OF SOUTHOLDi211014001 EA [~Jr 5YR CIP projects Agreemcms Primc\Design.CPFF doc Schedule(s) "B", attached hereto and made a part hereof, all subject to audit. Item III--Overhead Allowance based on agreed upon overhead during the term of this Agreement, as set forth in Schedule "C", which is attached hereto and made a part hereof. Item IV Fixed Fee--A negotiated lump sum fee, which in this Agreement shall equal $16,956.52. This Fixed Fee is not subject to audit, and is not subject to review or modification unless the SPONSOR determines that such review or modification is justifiable and advisable. A summary of the monies due the CONSULTANT under Items I, II, ii1, and IV is set tbrth in Schedule(s) "B". Item V--In the event of any claims being made or actions being brought against the Project, the CONSULTANT agrees to render assistance to the SPONSOR in responding to the claim or action. Such assistance, and the costs associated therewith, shall be an Additional Service as described in Article 11 hereof. Partial Payments--The CONSULTANT shall be paid in monthly progress payments based on actual allowable costs incurred during the month in accordance with Section "A" of this Article. Monthly invoices shall clearly identify the costs of the services performed. A percentage of the Fixed Fee described in Section "A", Item iV, of this Article shall be paid with each monthly progress payment. The percentage to be used in calculating the monthly payment under Section "A", item IV, shall equal the ratio of the costs expended during the billing period to the maximum amount payable (exclusive of Fixed Fee) allocated to fulfill the terms of this Agreement as established herein. Accounts of the CONSULTANT shall clearly identify the costs of the services performed under this Agreement and may be subject to periodic and final audit by the SPONSOR, the New York State Department of Transportation (NYSDOT), and the Federal Aviation Administration (FAA). Such an audit shall not be a condition for making partial payments. Co Final Payment--Payment of the final invoice shall be made upon completion and acceptance of the Project by the SPONSOR, the NYSDOT, and the FAA. The maximum amount payable under this Agreement, including the CONSULTANT's Fixed Fee, shall be $150,000.00 unless there is a substantial change in the scope, complexity, character, or duration* of the Basic Services. *Duration is applicable to construction observation only. Execution of this Agreement by the SPONSOR and the CONSULTANT constitutes the SPONSOR's written authorization to the CONSULTANT to proceed as of the above-written date with the performance of Basic Services as set forth in Schedule(s) "A". The estimated time for completion of the Basic Services under this Agreement, subject to the provisions of the following paragraph and of Articles 12, 13, and 23 hereof, shall be as recorded in Schedule(s) "A". If the SPONSOR fails to make any payment due the CONSULTANT for services and expenses within forty-five (45) days after receipt of the CONSULTANT's invoice therefor, then the amounts due the CONSULTANT shall be increased at the rate of 1.5% per month from said forty-fifth (45th) day. Payments will be credited first to principal and then to interest. Additionally, the CONSULTANT may, after giving seven (7) days' notice to the SPONSOR, suspend services under this Agreement until the invoice is paid. Upon payment in full by the SPONSOR, the CONSULTANT shall resume performance or furnishing of services under this Agreement, and the 2 F Projccl,211 I'OWN OF SOUT~iOLD~2]I01,1001 EA It*r 5YR ([P projects Agrcemem~Prime',Dcsign ('PFF doc time schedule set forth in Schedule(s) "A" and compensation set forth in Schedule(s) "B" hereto shall be equitably adjusted to compensate for the period of suspension. ARTICLE 3--STANDARD OF CARE, STANDARD PRACTICES, AND REQUIREMENTS The standard of care for all engineering and related services performed or furnished by the CONSULTANT under this Agreement shall be the care and skill ordinarily used by members of the CONSULTANT's profession practicing under similar conditions at the same time and in the same locality. Before beginning to perform or furnish any service hereunder, the CONSULTANT shall ascertain the standard practices of the SPONSOR, the NYSDOT, and the FAA, if any, for projects of a type similar to this Project. Where the CONSULTANT deems it practicable to do so, the services to be provided or furnished under this Agreement shall be performed in accordance with these standard practices as long as they are consistent with the standard of care. If any of these standard practices are inconsistent with the CONSULTANT' s standard of care or are in conflict with one another, or if strict adherence to the same is impossible or undesirable, then the CONSULTANT'S services may vary or deviate from such standards. ARTICLE 4~-ENTIRE AGREEMENT This Agreement, with its accompanying Schedule or Schedules, constitutes the entire agreement between the SPONSOR and the CONSULTANT with respect to its subject matter, and supersedes any prior agreement, whether written or verbal, with respect to that subject matter. This Agreement may be amended or modified only by written instrument signed by the SPONSOR and the CONSUETANT. ARTICLE 5--TAXES, ROYALTIES, AND EXPENSES The CONSULTANT shall pay all taxes, royalties, and expenses incurred by the CONSULTANT in connection with performing its services under this Agreement, unless otherwise provided in Article 2. ARTICLE 6~CONSULTANT LIABILITY To the fullest extent permitted by law, the CONSU~LTANT shall indemnify the SPONSOR against, and hold it harmless from, any suit, action, actual damage, and cost resulting solely I¥om the negligent performance of services or omission of the CONSULTANT under this Agreement, up to the limits of any available insurance. Negligent performance of services, within the meaning of this Article, shall include, in addition to negligence founded upon tort, negligence based upon the CONSULTANT's failure to meet professional standards and resulting in obvious or patent errors in the services performed hereunder. 3 [: ',Project 211 [OWN OF SOUIHOLDi21 [(114001 - EA for 5YR (iP prc~Jccts Ag~reenlentg PrimeiDesign. CPFF doc Nothing in this Article or in this Agreement shall create or give to third parties any claim or right of action against the CONSULTANT or the SPONSOR beyond such as may legally exist irrespective of this Article or this Agreement. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the SPONSOR nor the CONSULTANT, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or to this Agreement. This mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation and any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both the SPONSOR and the CONSULTANT shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this project. ARTICLE 7----LABOR LAW REQUIREMENTS The CONSULTANT, and any subconsultant or subcontractor retained by it in connection with the performance or furnishing of services under this Agreement, shall comply with the requirements of state or federal statutes, regulations, or orders applicable to the employment o f employees, as set forth in Schedules "H" and 'T', which are attached hereto and made a part hereof. The SPONSOR recognizes that the CONSULTANT will be required by the New York State Department of Labor (the "NYSDOL") to compensate its personnel performing field survey work in accordance with applicable state wage rates in effect at the same time services are performed. The SPONSOR understands that the CONSULTANT has no control over these labor rates and their periodic increases. Ilaerefore, the SPONSOR agrees to compensate the CONSULTANT for field survey services included as a part of this Agreement in accordance with the NYSDOL Prevailing Rate Schedule, which is incorporated by reference into this Agreement. Furthermore, the SPONSOR shall compensate the CONSULTANT for all increases in labor costs, including applicable overhead and profit, when those increases occur by direction of the NYSDOL. Billings for, and payments by the SPONSOR of, these increases will take place routinely in accordance with the appropriate terms of this Agreement and these increases will be paid as an additional cost over and above the agreed amount. ARTICLE 8--NONDISCRIMINATION PROVISIONS During the performance of its services under this Agreement, the CONSULTANT, and any subconsultant, subcontractor, or vendor retained by it, shall comply with the nondiscrimination requirements set forth in Schedules "}t" and 'T' hereto, as applicable to this Project. The CONSULTANT will include the provisions of Schedules "H" and 'T' in every subconsultant agreement, subcontract, or purchase order in such a manner that such provisions will be binding upon each subconsultant, subcontractor, or vendor as to operations to be performed within the State of New York. The CONSULTANT will take such action in enforcing such provisions of such subconsultant agreement, subcontract, or purchase order as the SPONSOR may direct, including sanctions or remedies for non-compliance. If the CONSULTANT becomes involved in or is threatened with litigation by a subconsultant, subcontractor, or vendor as a result of such direction by the SPONSOR, the CONSULTANT shall promptly so notify the SPONSOR's legal counsel, requesting such counsel to intervene and protect the interests of the SPONSOR. 4 F; Prqj¢cl 211 TOWN OF SOUTHOLD',211014001 - EA It3r 5YR CIP proiccls',A~reerncms',Pr[mc Dcsig~.CPFF doc ARTICLE 9--WORKER'S COMPENSATION AND LIABILITY INSURANCE The CONSULTANT agrees to procure and maintain at its own expense, and without direct expense to the SPONSOR, until final acceptance by the SPONSOR of the services covered by this Agreement, insurance of the kinds and in the amounts hereafter provided, written by insurance companies authorized to do business in the State of New York. Before commencing the performance of services hereunder, the CONSULTANT shall furnish the SPONSOR a certificate or certificates, in form satisthctory to the SPONSOR, showing that it has complied with this Article. All policies shall provide for a 30-day notice of policy cancellation to the SPONSOR (except 10 days' notice should be provided for cancellation due to non-payment of premiums). The kinds and amounts of insurance required are as follows: A. Policy or policies covering the obligations of the CONSULTANT in accordance with the provisions of any applicable worker's compensation or disability benefits law, including for the State of New York Chapter 41, Laws of 1914, as amended, known as the Workers' Compensation Law, and amendments thereto, and Chapter 600 of the Laws of 1949, as amended, known as the Disability Benefits Law, and this Agreement shall be void and of no effect unless the CONSULTANT procures such policy or policies and maintains the same in force during the term of this Agreement. Policy or policies of commercial general liability insurance, with broad form endorsement covering, among other things, the CONSULTANT's obligation under Article 6 hereof, with limits of liability of not less than One Million Dollars ($1,000,000) for all damages arising out of bodily injury, including death at any time resulting therefrom sustained by one (1) person in any one ( l ) accident; and, subject to that limit for each person; not less than Three Million Dollars ($3,000,000) for all dfimages arising out of bodily injury, including death at any time resulting therefrom, sustained by two (2) or more persons in any one (1) accident; and not less than One Million Dollars ($1,000,000) for all damages arising out of injury to or destruction of property in any one (1) accident, and, subject to that limit per accident, not less than Three Million Dollars ($3,000,000) for all damages arising out of injury to or destmction of property during the policy period. 1. Liability insurance issued to and coveting the liability of the CONSULTANT's subconsultants and subcontractors, having the same policy limits as those set forth above, with respect to all services or work performed by said subconsultants or subcontractors under this Agreement. Protective liability insurance issued to and covering the liability of the CONSULTANT with respect to all services under this Agreement performed for the CONSULTANT by subconsultants or subcontractors. Professional liability insurance issued to and covering the liability of the CONSULTANT with respect to all professional services performed by it under this Agreement. The SPONSOR, the NYSDOT, and the FAA shall be additional insureds, as their interests may appear, under the insurance coverages described in Paragraph B above, except for the coverage described in Subparagraph (3), which coverages shall be subject to all of the terms, exclusions, and conditions of the applicable policy. ARTICLE 10~-ASSIGNMENT REQUIREMENTS The CONSULTANT specifically agrees that: A. It is prohibited from assigning, transferring, conveying, subletting, or otherwise disposing of this Agreement or of its right, title, or interest herein, or its power to execute this Agreement, to any other 5 F ProJcc~2]/ IOWN OF SO[/THOLDi2110~4001 - EA lot 5YR CI? proj¢cls Agreements~Prlnlc~Design CPFF doc person, company, or corporation without the previous consent in writing of the SPONSOR, the Commissioner of the NYSDOT, and the FAA. if this provision of the Agreement is violated, the SPONSOR may terminate this Agreement for cause in accordance with the provisions of Article 12. Furthermore, the SPONSOR shall be relieved from any liability and obligation hereunder to the person, company, or corporation to whom the CONSULTANT shall assign, transfer, convey, sublet, or otherwise dispose of this Agreement in violation of the foregoing paragraph (A), and such transferee shall forfeit and lose all monies assigned to it under this Agreement, except so much as may be required to pay its employees. ARTICLE 1 I~ADDITIONAL SERVICES If authorized in writing by the SPONSOR through a Supplemental Agreement, the CONSULTANT shall furnish or obtain from others any service that is beyond the scope of Schedule(s) "A" ("Additional Services"). The scope and time for performance, and payment from the SPONSOR to the CONSULTANT for, any Additional Services (which shall be on the basis set forth in Schedule(s) "B") shall be set forth in such Supplemental Agreement. ARTICLE 12--ABANDONMENT OR AMENDMENT OF PROJECT AND TERMINATION ABANDONMENT OR AMENDMENT OF THE PROJ'EC~The SPONSOR shall have the absolute right to abandon or to amend its Proj.ect or to change the general basis of performance at any time, and such action on its part shall in no event be deemed a breach of this Agreement. If the SPONSOR amends its Project or changes the general basis thereof, and the CONSULTANT is of the opinion that Additional Services are made necessary thereby, then the provisions of Article 11 of this Agreement with respect to Additional Services shall apply. If the SPONSOR abandons the Project, then the provisions of paragraph B(l)(b) below shall govern payment to the CONSULTANT. TERMINATION The obligation to provide further services under this Agreement may be terminated: 1. For Cause: a. By either party upon thirty (30) days' prior written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement through no fault of the terminating party. Notwithstanding the foregoing, this Agreement will not terminate as the result of such substantial failure if the party receiving notice begins, within seven (7) days after receipt of such notice, to correct its thilure to perform and proceeds diligently to cure such failure within thirty (30) days of such receipt; provided that, if and to the extent that such substantial failure cannot reasonably be cured within such thirty (30)-day period, and if the party has diligently attempted to cure the failure and thereafter continues diligently to cure the problem, then the cure period may, in the discretion of the terminating party, be extended to sixty (60) days after the receipt of notice. b. By the CONSULTANT upon seven (7) days' written notice if(a) the CONSULTANT believes that it is being requested by the SPONSOR to perform or fumish services contrary to or in conflict with the CONSULTANT's responsibilities as a licensed design professional or the standard of care set forth in Article 3 hereof; or (b) the CONSULTANT's services are delayed or suspended lbr more than ninety (90) days, consecutively or in the aggregate, for reasons beyond the CONSULTANT's control; or (c) the SPONSOR has abandoned, or is considered to have abandoned, the Project. 2. For convenience by the SPONSOR, efl'ective upon the receipt of notice by the CONSULTANT. 6 F: Project's21/ FOWN OF SOUTHOLD\2/1014001 EA [br 5YR C1P projects Agrecmcmx,Prime Design CPFF doc PAYMENTS UPON TERM[NATION 1. For Cause: a. By the SPONSOR: If the SPONSOR terminates this Agreement for cause upon completion of any phase of Basic Services, then progress payments due the CONSULTANT in accordance with this Agreement for all such services performed by or furnished through the CONSULTANT and its subconsultants, subcontractors, and vendors through the completion of such phase shall constitute total payment for such services. If the SPONSOR terminates this Agreement for cause during any phase of Basic Services, the CONSULTANT will also be paid for such services performed or furnished in accordance with this Agreement by the CONSULTANT during that phase through the date of termination on the basis specified in Schedule(s) "B". The CONSULTANT will also be paid for the charges of its subconsultants, subcontractors, or vendors who performed or furnished Basic Services to the extent that such services have been performed or furnished in accordance with this Agreement through the effective date of the termination. The SPONSOR shall also pay the CONSULTANT for all unpaid Additional Services and unpaid Reimbursable Expenses. b. By the CONSULTANT: Jif the CONSULTANT terminates this Agreement for cause upon completion of any phase of Basic Services, then progress payments due the CONSULTANT in accordance with this Agreement for all such services performed or furnished by the CONSULTANT and its subconsultants, subcontractors, or vendors through the completion of such phase shall constitute total payment for such services. The CONSULTANT shall also be paid for ali unpaid Additional Services and unpaid Reimbursable Expenses, as well as for the CONSULTANT's reasonable expenses directly attributable to termination in accordance with the rates for Additional Services set forth in Schedule(s) "B" hereto measured from the date of termination, including fair and reasonable sums for overhead and profit and the costs of terminating the CONSULTANT's contracts with its subconsultants, subcontractors, or vendors. 2. For convenience If the SPONSOR terminates this Agreement for convenience upon completion of any phase of Basic Services, then progress payments due the CONSULTANT in accordance with this Agreement for all such services performed by or furnished through the CONSULTANT through the completion of such phase shall constitute total payment for such services. If the SPONSOR terminates this Agreement for convenience during any phase of Basic Services, the CONSULTANT will also be paid for such services performed or furnished in accordance with this Agreement by the CONSULTANT during that phase through the date of termination on the basis specified in Schedule(s) "B". Additionally, the CONSULTANT will be paid for the charges of its subconsultants, subcontractors, or vendors who performed or furnished Basic Services through the effective date of termination. The SPONSOR shall also pay the CONSULTANT for all unpaid Additional Services and unpaid Reimbursable Expenses, as well as for the CONSULTANT's reasonable expenses directly attributable to termination in accordance with the rates for Additional Services set forth in Schedule(s) "B" measured from the date of termination, including fair and reasonable sums for overhead and profit and the costs of terminating the CONSULTANT's contracts with its subconsultants, subcontractors, or vendors. ARTICLE 13--SUSPENSION OF SERVICES If the CONSULTANT's services hereunder are delayed or suspended, in whole or in part, by the SPONSOR for more than thirty (30) calendar days, consecutively or in the aggregate, through no fault of the CONSULTANT, then the CONSULTANT shall be entitled to equitable adjustments of rates and amounts of compensation to reflect, among other things, reasonable costs incurred by the CONSIULTANT in connection with the delay or 7 I Pmicet~21t TOWN OF SOUTHOI D2111)14001 EA lot 5¥R CI? projects AgreeraentsiPrime,Design-£ ?FF doc suspension and reactivation and the fact that the time for performance of the CONSULTANT's services hereunder has been revised. If the delay or suspension persists for mom than ninety (90) days, consecutively or in the aggregate, then the CONSULTANT may consider the Project to have been abandoned by the SPONSOR and may terminate this Agreement fbr cause. Upon the SPONSOR's resumption of its Project, and if the CONSULTANT has not terminated this Agreement for cause, the CONSULTANT shall resume its services under this Agreement until the services are completed and accepted, subject to any adjustment in the rates set forth in Schedule(s) "B" because of the passage of time. ARTICLE 14--INTERCHANGE OF DATA During the performance of this Agreement, all technical data in regard to the Project whether (a) existing in the office of the SPONSOR or (b) existing in the office of the CONSULTANT, shall be made available to the other party to this Agreement without expense to such other party. ARTICLE 15--DISPOSITION OF PROJECT DOCUMENTS At the time of completion of its services and upon payment in full therefor, the CONSULTANT shall make available to the SPONSOR copies of documents prepared as the result of this Agreement. These documents shall then become the property of the SPONSOR and the maintenance of the data therein shall be the sole responsibility of the SPONSOR. Any reuse of the documents by the SPONSOR or others on extensions of the Project, or on any other project, without whiten verification or adaptation by the CONSULTANT and its subconsultants, subcontractors, or vendors, as appropriate, for the specific purpose intended will be at the SPONSOR'S or other user's sole risk and expense and without liability or legal exposure to the CONSULTANT or its subconsultants, subcontractors, or vendors. The SPONSOR shall indemnify the CONSULTANT, its subconsultants, subcontractors, and vendors against, and hold them harmless from, all claims, damages, losses, and expenses (including reasonable expert and attorneys' fees) arising out of or resulting from such muse. in the event that this Agreement is terminated for any reason, then within ten (10) days after such termination, the CONSULTANT shall make available to the SPONSOR all data and material prepared under this Agreement, including cover sheets, in accordance with and subject to the terms of the above paragraphs. ARTICLE I~ODE OF ETHICS The CONSULTANT specifically agrees that this Agreement may be canceled or terminated if any service under this Agreement is in conflict with the provisions of Section 74 of the New York State Public Officers' Law, as amended, and Schedule "G", which is attached hereto and made a part hereof. ARTICLE 17--INDEPENDENT CONTRACTOR The CONSULTANT, in accordance with its status as an independent contractor, shall conduct itself consistent with such status; shall neither hold itself out as nor claim to be an officer or employee of the SPONSOR by reason hereof; and shall not, by mason hereof, make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of the SPONSOR, including, but not limited to, workers' compensation coverage, unemployment insurance benefits, Social Security coverage, or retirement membership or credit. 8 F: ?rojcctx21 I TOWN OF SODTHO[ Di211014001 - EA for 5YR CIP projcctsiAgreemcnts Prime,Design CPFF dc~c ARTICLE 18---PATENT RIGHTS AND COPYRIGHTS Any patentable result arising out of this Agreement, as well as all information, designs, specifications, know- how, data, and findings, shall be made available without cost to the State of New York or its licensees and the FAA for public use. No material prepared in connection with this Project shall be subject to copyright. The State and the FAA shall have the right to publish, distribute, disclose, or otherwise use any material prepared under this Project, subject to the provisions of Article 15 hereof. ARTICLE 19--NEW YORK STATE PARTICIPATION The services to be performed in this Agreement are included in a NYSDOT Project, which is being undertaken and accomplished by the SPONSOR and the State of New York and pursuant to which the State of New York has agreed to pay a certain percentage of the allowable Project costs. The State of New York is not a party to this Agreement and no reference in this Agreement to the Commissioner of Transportation or any representative thereof, or to any rights granted to the Commissioner of Transportation or any representative thereof or the State of New York by the Agreement, makes the State of New York a party to this Agreement. The CONSULTANT and the SPONSOR agree that properly authorized officials of the State of New York may from time to time inspect all Project documents for the purpose of insuring compliance with New York State laws and protecting the interests of the State of New York. ARTICLE 20 FEDERAL PARTICIPATION The FAA is not a party to this Agreement, although the Project work program covered by this Agreement may be financially aided in part by a Grant Agreement between the SPONSOR and the FAA. The SPONSOR and the CONSULTANT hereby agree to comply fully with the conditions set forth in detail in the Grant Agreement as though they were set forth in detail in this Agreement, including the requirements set forth in Schedules "D", "G", and "H" hereto. The CONSULTANT further agrees that, by reason of complying with the conditions of the Grant Agreement, no obligation is entailed on the part of the FAA to the CONSULTANT. The CONSULTANT and the SPONSOR agree that properly authorized officials of the FAA may from time to time inspect all Project documents for the purpose of insuring compliance with Federal laws and protecting the interests of the FAA. ARTICLE 21--MISCELLANEOUS The CONSULTANT shall require all persons employed to perform services hereunder, including its subconsultants or subcontractors, vendors, agents, officers, and employees, to comply with applicable laws in the jurisdiction in which the Project is located. If any provision of this Agreement is held to be invalid, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. By execution of this Agreement, the CONSULTANT represents that it has not paid, and also agrees not to pay, any bonus or commission for the purpose of obtaining any approval of this Agreement. D. Any notice required under this Agreement shall be in writing, addressed to the appropriate party at the 9 F: Projec~2/I - TOWN OF SOUTHOLD~211014001 - EA lor 5YR C1¢ prolcct~ Agrccnlcnt~/pr mit Dc~ign CPFF doc address set forth above, and shall be given personally; by registered or certified first-class mail, postage prepaid and return receipt requested; by facsimile transmission, with confirmation of receipt; or by a nationally-recognized overnight courier service, with proof of receipt. Notice shall be effective upon the date of receipt. For purposes of this Agreement, failure or refusal to accept receipt shall constitute receipt nonetheless. Either party may change its address for notice by giving notice to the other in accordance with the terms of this paragraph. This Agreement, and the interpretation and enforcement of the provisions hereof, is governed by the laws of the State of New York. ARTICLE 22-- SUBCONSULTANTS/SUBCONTRACTORS AND VENDORS All subconsultants and subcontractors perlbrming services for or work on this Project shall be bound by the same required provisions of this Agreement as is the CONSULTANT. As set forth above, all agreements between the CONSULTANT and a subconsultant, subcontractor, or vendor shall include all standard required contract provisions, and such agreements shall be subject to review by the NYSDOT and the FAA. ARTICLE 23 -- FORCE MAJEURE Any delay in or failure of performance of any party to this Agreement shall not constitute a default under this Agreement nor give rise to any claim for damage, if and to the extent such delay or failure is caused by occurrences or events beyond the control of the party affected, including, but not limited to, acts of God; expropriation or confiscation of facilities or compliance with any order or request of government authority, affecting to a degree not presently existing, the supply, availability, or use ofpersormel or equipment; loss of utility services; blizzard; flood; fire; labor unrest; strikes; war; riot; or any cause the party is unable to prevent with reasonable diligence. A party who is prevented from performing for any reason shall immediately notify the other in writing of the reason for the nonperformance and the anticipated extent of any delay. Additionally, if the delay resulting from any of the lk)regoing increases the cost of or time required by the CONSULTANT to perform its services hereunder in an orderly and efficient manner, then the CONSULTANT shall be entitled to an equitable adjustment in schedule and/or compensation. ARTICLE 24 -- DISPUTE RESOLUTION The SPONSOR and the CONSULTANT agree to negotiate in good faith tbr a period of thirty (30) days from the date of notice of disputes between them prior to exemising their right under paragraph (B) below. The thirty-day period may be extended upon mutual agreement of the parties. if any dispute cannot be resolved pursuant to paragraph (A) above, and only if mutually agreed by the SPONSOR and the CONSULTANT, said dispute and all unsettled claims, counterclaims, and other matters in question between them arising out of or relating to this Agreement or the breach of any provision hereof ("disputes") shall be submitted to mediation by a mediator, to be selected by the parties jointly, prior to a party initiating a legal action against the other, unless initiating mediation would irrevocably prejudice one of the parties. It is the intention of the parties that any agreement reached at mediation become binding. The cost of mediation shall be shared equally between the parties. 10 F ProJect,21 [ TOWN OF SOUTHOLD 2110/4001 - EA fi)r 5YR CIP projects Agreements Primc Design (PFF doc IN WITNESS WHEREOF, this Agreement has been executed by the SPONSOR, acting by and through it's Supervisor of the Town of Southold, who has caused the seal of his or her office to be affixed hereto, and by the CONSULTANT, acting by and through a duly-authorized officer, effective the day and year first above- written, subject to the approval of the Commissioner of the NYSDOT, the State Comptroller, and the FAA. SPONSOR CONSULTANT Town of Sonthold, New York By: Scott A. Russell By: C&S Engineers, Inc. /r~'n ~ny ~asile Title: Town Supervisor Title: Manager, Airport Services Group 11 ?: Prq[cct/211 TOWN OF SOUTHOLD',211014001 EA for 5YR CIP proiccts,Agrccmems,Prime'Design-CPl;l;doc SCHEDULE A SCOPE OF WORK Project Title: Airport Name: Services Provided: Environmental Assessment for the Five Year Capital Improvement Program Projects Elizabeth Field Airport Environmental and Planning Project Description: The CONSULTANT shall provide required planning and environmental services to complete the Environmental Assessment for the Five Year Capital Improvement Program projects (the "Project"). The Project will be performed by the SPONSOR with grant assistance from the Federal Aviation Administration (FAA) Airport Improvement Program (AIP) and the New York State Department of Transportation (NYSDOT). Overview of Services C&S Engineers, Inc. (CONSULTANT) will provide the required professional services to prepare an Environmental Assessment (EA) for the proposed projects listed below at Elizabeth Field Airport, Fishers Island, New York (SPONSOR). Runway 30 Threshold Relocation and RSA Improvements and Obstruction Removal (design and construction projects) · Taxiway "A" Connector from R/W 25 to R/W 30 (design a~d construction projects) · GPS: RNAV LPV Approach Development (Survey and GIS) · Seawall Stabilization & Relocation (design and construction projects) · Terminal Apron & Auto Parking Relocation (design and construction projects) · Taxiway "B" and Apron Expansion (design and construction projects) The project will be conducted in two phases. Phase 1 will be a validation of the project purpose and need, while Phase 2 will be the development of the EA. Phase 2 includes any preliminary engineering needed to prepare the EA. Services to be provided by the CONSULTANT shall include environmental, planning and engineering services, as applicable, required to accomplish the following items ("Basic Services"): Project Administration The Project will be performed by the SPONSOR with grant assistance from the FAA AIP. The CONSULTANT will aid the SPONSOR by acting as its liaison and Project coordinator with the FAA. In addition, CONSULTANT will assist the SPONSOR in the preparation of all paperwork required to secure funds for the Project. The specific services to be provided by CONSULTANT as part of this phase are as follows: · Preparation of reimbursement request packages, coordination of their execution by the SPONSOR, and submission to the funding agencies. · Aid the SPONSOR by acting as liaison and Project coordinator with the funding agencies. · Preparation of a draft Finding of No Significant impact (FONSI). · Consistent with CEQ and FAA requirements, we will assist the SPONSOR in announcing the availability of the FONSI through appropriate media in the area. The announcement will indicate the availability of the document for examination and note the appropriate location of general public access where the document may be ibund (e.g., your office, local libraries, public buildings, etc.). A copy of the announcement will be sent to the FAA when it is issued. A-1 F: I~oject,211 - IOWN OF SOUTHOLDi211014001 EA [~r 5YR CIP projects',Agr¢cmcnts~Prime Design CPFF doc Schedule CONSULTANT agrees to complete the services identified herein in a manner satisfactory to the SPONSOR within nine months after receiving a written Notice to Proceed from the SPONSOR, or within such extended periods as are agreed to by the SPONSOR. Phase I - Validation of Purpose and Need The proposed projects to be evaluated in the EA have been identified as Phase 1 Capital Improvement Projects (CIP) on the approved Airport Layout Plan (ALP) dated October 12, 2011. Some of the projects identified are related to the Airport Reference Code (ARC) being upgraded from an A-I for small airplanes exclusively to an A-I/B-I to accommodate larger aircraft, and the implementation of an LPV approach. A validation of these projects is necessary to determine if there is justification for the projects to occur within the next five years. Specific tasks to be completed include the following: Task 1: Review of Critical Aircraft and Airport Design Standards The approved ALP recommends the ARC be upgraded from an A-I for small aimraft exclusively to an A-I/B-I to accommodate larger aircraft. This task will review the existing operations at the airport and determine if the airport has enough operations by larger aircraft to justify an increase in the ARC to A-I/B-I within the next five years. If the airport does not meet FAA criteria to upgrade the ARC then the existing critical aircraft and airport design standards associated with them will be identified. This task will also identify whether the airport meets the airport design standards associated with the applicable ARC. Task 2: Determine the Feasibility of Implementing an LPV Approach to the Airport The ALP Narrative Report reco~nmended the implementation of an LPV approach to the airport due to the limited ac'cess available to Fishers island. Currently the Island can be accessed by ferry service from Connecticut or by airplane. During fog and/or adverse weather conditions, no operations can be conducted and emergency response is limited to the ferry service. This task will include reviewing the updated Advisory Circular 150/5300-13, CHG 18 and contacting the FAA Flight Procedures Office to determine if the airport meets the criteria for an LPV approach. Task 3: Obstruction Evaluation The ALP Update identified obstructions at the airport associated with the implementation of an LPV approach. If Task 2 determines an LPV approach is not feasible and/or would not be developed within the next five years then the LPV related obstructions could remain. Since the ALP Update did not evaluate existing obstructions an obstruction analysis would be required. This analysis would include identifying FAR Part 77 obstructions to the primary, approach, and transitional surfaces, and identifying Runway End Siting Surface obstructions. The obstruction analysis would be developed using the data obtained from the obstruction survey conducted as part of the ALP Update. This validation effort will conclude with a list of projects that are justified within the next 5 years (2013-2018) to proceed forward in the environmental assessment process. This may result in removal or modification of projects included in the current Five-Year CIP on the approved ALP. Phase 2 - Preparation of the Environmental Assessment An Environmental Assessment will be prepared to address potential environmental impacts from the above listed projects. These projects are being undertaken by the Airport to support the increased demand for services at the Airport and to enhance safety for passengers and aircraft. Guidelines for EA Preparation The purpose of an EA is to determine the significance of the environmental effects from a proposed project and to look at alternatives to achieve the objectives of the Sponsor and the Federal Aviation Administration (FAA). A-2 F: Project 21 I . I OWN OF SOUTHOLD 211014001 EA [hr 5YR (Ip prqi¢ctsiAgrccments Prime Design CPFF doc The EA is intended to be a concise document that aids an agency's compliance with NEPA when no envirom'nental impact statement is necessary; The EA will be prepared in a manner that is consistent with the following guidance documents: · FAA Order 5050.4B, National Environmental; Policy Act (NEPA) Implementing Instructions for Airport Actions · FAA Order 1050.1E, Environmental Impacts', Policies and Procedures; and local roles and regulations · FAA Environmental Desk Rq/brencefi~r Airport Actions The major components of the EA are: Purpose and Need Identify the Project to be assessed, the requested Federal action, and the time frame for such action. The following items will be discussed: · Description of Project · Relevant information regarding the purpose and need for the Project Affected Environment A review of existing conditions at the Project site will be conducted. This task involves collecting data, which will include, but not be limited to the following: · An on-site airport site inspection will be conducted to familiarize CONSULTANT with the proposed action being considered. · Existing relevant data Alternatives A range of conceptual alternatives (up to four, including the no-action alternative) will be developed as part of the Project. The results of the alternative analysis will be the basis tbr preparation of the alternative development section of the EA. The alternatives phase will include development, and a description, of a "No Action" alternative in accordance with CEQ regulations. Environmental Consequences - Specific Impact Categories This part of the EA involves examining the Project's potential environmental impact areas and determining if they may be significant. During this process, specific consultation with environmental agencies will be accomplished. The following impact categories, as specified in FAA Order 1050.1E, will be addressed: Air Quality This chapter will assess the need to conduct air quality analyses for the airport development projects listed above. The EPA Green Book for current National Ambient Air Quality Standards (NAAQS) attainment areas has been reviewed. The Airport is located in Suffolk County, which is listed by the USEPA as non-attainment for ozone and particulate material. Therefore, an air quality analysis and a NAAQS assessment are anticipated for this project. Coastal Resources As applicable, any coastal zone management programs or coastal barriers affected by the proposed actions will be identified. Given the location of the proposed actions potential coastal zone issues are anticipated. Compatible Land Use Any impacts exceeding thresholds of significance that have land use ramifications, such as disruption of communities, relocation of residences or businesses, or impacts to natural resource areas, will be identified. A-3 F:~Projecti211 TOWN OF SO[ITHOLD 211014(101 EA I~r 5YR (IP proj¢ctsiAgreements Prime Design CPFF d{>c Construction Impacts Specific effects during construction of the Project which may create adverse environmental impacts (including noise of construction equipment at the Project site; noise and dust from delivery of materials through residential streets; creation of borrow pits and disposal of spoil; air pollution from burning debris; water pollution from erosion; and emission from construction vehicles) will be identified. The extent to which any of these effects is subject to local, state, or federal laws, ordinances, or regulations will be discussed, as applicable, along with measures to be taken to conform to such requirements. Department c~f Transportation Section 4(f) The EA will identify and consider publicly-owned land, including public parks, recreation areas, wildlife and waterfowl refuges, or historic sites that could be affected by the proposed actions. Any areas affected will be identified and measures to minimize impacts will be recommended. Farmlands This part of the EA will identify the effects of converting farmland to non-agricultural uses and involves determining if the farmland is protected by the Farmland Protection Policy Act (FPPA). Farmland protected by the FPPA is either prime farmland which is not already committed to urban development or water storage, unique farmland, or farmland which is of state or local importance. The U.S. Soil Conservation Service and other applicable agencies will be contacted to determine whether the FPPA is applicable to the proposed actions. Fish, Wildlife, and Plants The United States Fish & Wildlife Service list a variety of threatened and endangered species are noted as being potentially present in Suffolk County. The EA will review the projects potential to impact state- or federally-listed threatened or endangered species. It is assumed that no detailed screenings or habitat assessments for state- or federally-listed species will be required. Floodplains The Flood Insurance Rate Map or the Flood Insurance Study Report will be reviewed to determine if the Project is located within a flood plain. The presence or absence of flood plains and the potential for impacts will be documented. Hazardous Materials, Pollution Prevention, and Solid Waste A general review to determine the likelihood of encountering land that may contain hazardous substances or may be contaminated will be undertaken. Airport development actions do not normally have any direct relationship to solid waste collection, control, or disposal other than that associated with construction itself. A preliminary review will indicate if the projected quantity or type of solid waste generated by or method of collection or disposal of waste related to, the Project will be appreciably different than would be the case today. Historic, Architectural, Areheo[ogical, and Cultural Resources The New York State Historic Preservation Officer (SHPO) will be contacted to determine if the proposed actions will have an impact upon any properties in, or eligible for inclusion in, the National Register of Historic Places, and whether there is any reason to believe that significant scientific, prehistoric, historic, archaeological, or paleontological resources would be lost or destroyed as a result of the proposed actions. For the purposes of this agreement, it is assumed that Phase IA and lB Cultural Resource Surveys will be required, and will be completed as part of these services. Light Emissions & Fisual Impacts Consideration will be given as to the extent to which any lighting or visual impacts associated with the proposed actions will create an annoyance among people in the vicinity of the Project. A-4 F Project',2ll - IOWN OF SOUTHOLD~2/1014001 EA for 5YR (IP projccls Agrccmem~xPrim¢ Design-CPFF doc Natural Resources and Energy Supply Energy requirements associated with the proposed actions include assessing the following impacts: · Those which relate to changed demands for stationary facilities (e.g., airfield lighting and terminal building heating). Any major changes in stationary facilities' demands, which would have a measurable effect on local supplies, will be identified; and · Those which involve the movement of air and ground vehicles. Noise it is assumed by the CONSULTANT that a noise analysis is not needed. The proposed action will not result in any of the following: · No induced increase in aircraft operations (outside of forecasted growth); · No chance in the physical location of the runway thresholds; · No induced change in flight procedure either through changes to flight tracks or the introduction of new technology; · No change in the fleet mix of aircraft operating at the airport; and · No introduction of new aircraft types or categories operating at the airport. If a noise analysis is needed, it will require an amendment to this scope of services. Secondary (Induced) Imports The proposed action's potential for induced or secondary impacts on surrounding communities will be identified. The EA assessment will describe in general terms such factors as shifts in patterns of population movement and growth, public service demands, and changes in business and economic activity to the extent influenced by Airport development. Socioeconomic [mpacts, Environmental dustice, and Children's Environmental Health and SqJ'ety Risks This section of the EA will consider the magnitude of potential economic and social impacts associated with the proposed actions. The effect of the proposed action upon the social and community aspects of the area will be described in terms of the numbers of people and businesses affected and available forms of relocation assistance. Road closures and surface transportation disruptions will be identified and described, as appropriate. Envirormaental justice is concerned with a variety of public policy efforts to ensure that adverse human health or environmental effects of governmental activities do not fall disproportionately upon minority populations and low-income populations. In the realm of aviation, enviromnental justice means that transportation system changes, such as runway extensions, are studied carefully to determine the nature, extent, and incidence of probable impacts, both favorable and adverse. The EA will also identify and assess environmental health risks and safety risks of the proposed actions that may disproportionately affect children. Water Quality The potential effects of the proposed actions on water quality will be discussed. The following factors will be considered: · Erosion controls to prevent siltation; · Designs to preserve existing drainage or to minimize dredge and fill; and · Location with regard to an aquifer or sensitive ecological areas, such as wetlands. Measures to minimize water pollution and m-off effects will be identified to demonstrate that State water quality standards, as well as federal and local requirements, can be met. Wetlands Potential impacts to state and federal wetlands will be assessed. Wetlands Mil be delineated consistent with the requirements of the Army Corps of Engineers and the New York State Department of Environmental Conservation guidelines. If wetlands impacts are identified, a conceptual wetland mitigation plan will be prepared as part of the EA. A-5 F Project 211 TOWN OF SOUTHOLD/211Oi4001 - EA 13r 5YR CIP prolectsiAgreemcnts prim¢iDcsign CPFF doc Wild and Scenic Rivers The U.S. Department of the Interior will be contacted to determine the presence or absence of Wild and Scenic Rivers that could be impacted by the proposed actions. If necessary, potential impacts will be identified and mitigation measures will be recommended. Other Considerations The EA will discuss whether the proposed actions are Likely to be highly controversial on environmental grounds; am likely to be inconsistent with any federal, state, or local law or administrative determination relating to the environment; and are reasonably consistent with plans, goals, policies, or controls that have been adopted for the area in which the Airport is located. Cumulative Impacts CEQ Regulation 1500.7 states that "cumulative impact" is the impact on the environment which results from the incremental impact of an action when added to other past, present, and reasonably foreseeable future actions, regardless of what agency or person undertakes such other actions. Cumulative impacts are defined as existing or baseline (no build) impacts on the environment, plus the incremental direct effect of the proposed actions, plus the actions' indirect/secondary impacts. These will be assessed to determine the environment's ability to sustain such impacts. Anticipated Permits or Approvals All required environmental permits for the proposed action will be identified. This scope of work includes does not include preparation of permits for the proposed action. Mitigation Mitigation measures that will need to be taken to avoid or minimize significant impact on a particular resource will be identified. Any impacts that cannot be mitigated, or that cannot be mitigated below the threshold of significance identified in FAA Order 1050.1E, will be discussed. Public Involvement One meeting will be scheduled with the SPONSOR and other agencies during the EA development process. The meeting will be a public informational meeting. The FAA will be notified of and invited to the meeting for coordination and comments. EA Report Preparation An EA will be prepared that summarizes the results of the foregoing tasks. Copies of the Draft Environmental Assessment (DEA) and of the Final Environmental Assessment (FEA) documents will be prepared for distribution. The distribution list will include the SPONSOR, the FAA, and other environmental agencies. Additionally, copies of the FEA may be made available in print form at various public locations. State Environmental Quality Review Act This scope of work includes assisting the SPONSOR, as necessary in the preparation of the applicable Environmental Assessment Form, coordination with involved agencies, and publication of the findings in accordance with New York State Department of Conservation State Environmental Quality Review Act regulations, 6 NYCRR Part 617. Assumptions made by CONSULTANT and agreed to by the SPONSOR: · If meetings in addition to those described in the "Public Involvement" section above require attendance by CONSULTANT, and the FAA subsequently approves CONSULTANT's attendance, it is agreed that such attendance is an additional service and that, if necessary, a supplemental agreement will be executed by the SPONSOR to authorize such attendance and CONSULTANT's fee. A-6 F Project 2 ~ I - [OWN OF SOUTHOLDi2110140~/ EA lot 5YR CIP pro}eels Agreements/P~im~Dcsign CPFF doc · CONSULTANT will endeavor to complete the EA Scope of Services identified herein within nine months after receiving the written Notice to Proceed. However, if circumstances beyond the control of the CONSULTANT (including but not limited to, review by involved governmental agencies) prevent the CONSULTANT from completing the work within the agreed upon time frame, then the CONSULTANT may request an extension of time to complete the work and may be entitled to additional compensation based on remaining eftbrt anticipated and agreed to in advance by the SPONSOR and FAA. · CONSULTANT fee associated with this Scope of Services was developed based upon an assumption that preparation of an Environmental Impact Statement (EIS) will not be necessary for the Project. If an ElS is determined to be necessary, then the SPONSOR may enter into a supplemental agreement authorizing CONSULTANT to perform the necessary additional services. · DOT 4(f) properties will not be affected by the proposed project. · Detailed studies of flora and fauna will not be required. Outside consultants or scientific specialists will not be required. · A noise analysis is not needed. · Phase II and Phase iii Cultural Resource surveys will not be required and are not included in this scope of services. END OF SCHEDULE A-7 F i?rqj¢cti2ll TOWN OF SOUTHO[D 21 [014001 EA for 5YR CIP proJeCl~AgreeraemsiPrim¢ Design CPFF doc Schedule B Architectural / Engineering Cost Summary Environmental & Planning Phase PROJECT NAME: Fisher Island 5 year CIP Environmental Assessment DATE: 26-Nov-12 PROJ DESCRIPTIOF, Elizabeth Field Airport, Fishers Island, New York NE: C & S ENGINEERS, INC Environmental Assessment for 5 year CIP PROJECT NO: 211 CLIENT: Town of Southold C&S CONTACT: Thomas Horth CLIENT MANAGER: Gordon S Murphy I. DIRECT SALARY COSTS: MAXIMUM AVERAGE RATE OF PAY RATE OF PAY TITLE (S/HR) (S/HR) @ HOURS COST A SERVICE GROUP MANAGER $74.30 B DEPARTMENT MANAGER $61 20 C MANAGING ENGINEER $53.20 D. CHIEF/PRINCIPAL ENGINEER $59 80 E SENIOR PROJECT ENGINEER $44 30 F PROJECT ENGINEER $41 60 G. ENGINEER $41 50 H STAFF ENGINEER $3280 I SENIOR DESIGNER $3790 J DESIGNER $31 20 K CADD OPERATOR $2660 L ADMINISTRATIVE ASSISTANT $2450 M GRANTS ADMINISTRATOR $36.00 N MANAGER AIRPORT PLANNING $5700 O. SENIOR PLANNER $5460 P PLANNER $3280 Q STAFF PLANNER $3280 R SENIOR/MANAGING ARCHITECT $5240 S PROJECT ARCHITECT $41 50 T MANAGING GEOLOGIST (SOILS ENG) $5680 U GEOLOGIST $27 40 V. ENVIRONMENTAL SCIENTIST $34.70 W. SENIOR CONSTRUCTION SUPERVISOR $6590 X. CONSTRUCTION SUPERVISOR $4760 Y. RESIDENT ENGINEER $4920 Z CHIEF INSPECTOR $3710 AA SEN[OR ENVIRONMENTAL SCIENTIST $32.80 II, OVERHEAD EXPENSES & PAYROLL BURDEN PER SCHEDULE "C" - (AUDITABLE, ESTIMATED AND EXPRESSED AS A PERCENTAGE OF DIRECT SALARY COST): III. SUBTOTAL OFITEMSI& Ih TOTAL ESTIMATED $67.70 X 4 $56 8O X 76 $49.10 X 0 $5710 X 0 $42 30 X 72 $37 10 X 40 $322O X 0 $28 40 X 0 $3190 X 124 $2630 X 0 $22.70 X 0 $21 60 X 32 $3610 X 16 $54.3O X 56 $47 20 X 295 $3120 X 80 $284O X 0 $4920 X 0 $3950 X 0 $54.10 X 0 $26.00 X 0 $33.10 X 40 $62 80 X 0 $45.30 X 0 $41 40 X 0 $3540 X 0 $29.30 X 216 DIRECT SALARY COST: 166 00% $270.80 $4,31680 $000 $000 $3,04560 $1,48400 $0 00 $0.00 $3,955.60 $0.00 $000 $6912O $57760 $3,04080 $13,92400 $2,49600 $000 $000 $000 $0.00 $0.00 $1,324.00 $0 00 $0.00 $0.00 $000 $6,32880 $41,45520 $68,815.63 $110,270 83 B-1 IV. ESTIMATE OF DIRECT EXPENSES: TRAVEL, BY AUTO (from SYR): 5 TRIPS TRAVEL, BY AUTO (from Hadley, MA): 1 TRIPS PER DIEM: 7 DAYS MISCELLANEOUS: V. FIXED FEE(PROFIT, LUMP SUM): A LABOR PLUS OVERHEAD: B DIRECT EXPENSES: VI. SUBCONTRACTS: A. SBO Cultural Resources VII. TOTALS: 650 MILES/TRIP @ $0.510 220 MILES/TRIP @ $0.51 1 PERSONS @ $12300 TOTAL ESTIMATE OF DIRECT EXPENSES: $1,65750 $112.20 $061.00 $141.95 TOTAL FIXED FEE: 15% (OF III ) 15% (OF IV.) ESTIMATE OF MAXIMUM TOTAL COST FOR PLANNING SERVICES, AGREEMENT TOTAL & FAA ELIGIBLE: $2,77265 $16,540.62 $41590 $16,956 52 $20,000.00 $150,000.00 B-2 C&S ENGINEERS, INC AGREED OVERHEAD SCHEDULE"C" SALARY OVERHEAD (PAYROLL BURDEN) Vacation & Holiday Sick & Personal FICA Taxes U. E. Taxes WC Insurance Group Insurance Bonus Employee Benefits Payroll Preparation TOTAL SALARY OVERHEAD ALLOWABLE COST 2,000,000.00 306,000.00 1,700,000.00 235,000.00 130,000.00 1,500,000.00 1,600,000.00 700,000.00 45,000.00 8,216,000.00 % OF DIRECT LABOR 15% 2% 12% 2% 1% 11% 12% 5% O% 6O% GENERAL & ADMINISTRATIVE OVERHEAD Indirect Labor Clerical & Administrative Project Development Training & Recruitment Office Supplies & Equipment Leases Travel & Auto Expenses Insurance Depreciation Rent, Janitorial, & Maintenance Utilities Telephone Dues & Fees Workshops, Seminars, & Education Legal & Accounting TOTAL GENERAL & ADMINISTRATIVE TOTAL OVERHEAD 2,700,000.00 2,200,000.00 2,600,000.00 300,000.00 1,814,000.00 925,000.00 250,000.00 780,000.00 1,830,000.00 190,000.00 380,000.00 400,000.00 125,000.00 90,000.00 14,584,000.00 22,800,000.00 2O% 16% 19% 2% 13% 7% 2% 6% 13% 1% 3% 3% 1% 1% 106% 166% TOTAL DIRECT LABOR 13,700,000.00 C-1 SCHEDULE D SPONSOR'S CERTIFICATION FOR SELECTION OF CONSULTANT U. S. Department of Transportation Federal Aviation Administration February 17, 2009 Mr. Thomas Doherty Airport Manager P.O.Box H Fishers Island New York, 06390 New York Ai~ons District Office 600 Old Country Rd, Suite 446 Garden City, New York 11530 Telephone: 516-227-3812 Fax: 516-227-3813 COPY Dear Mr. Doherty: Elizabeth Field Airport, Fishers Island - Rehabilitate Runways 12-30 and 7-25 - Sealing and Filling Cracks - Design Only - Approval of Consultant Selection for 5 (five) Years from 2/4/2009 to 2/4/2013 - AIP - 3-36-0029-16-09. Reference is made to several letters received from you concerning the subject consultant selection for 5 years. Please be advised that we have reviewed the information received and have no objection that the firm of C&S Companies will be your consultant for all the engineering services at you airport from 2/4/09 to 2/4/13. It is very important to know that any time in the future you select C&S Companies to do the engineering work for a specific project at your airport, you must attach this letter to avoid any delays in our process of approval. Furthermore, if you decide not to select C&S for a particular project you could select any other consulting firm, provided you make that selection in accordance with our AC. Regarding the subject project you must submit an executed engineering agreement refl~ fees previously approved by this office v~r letter of ~2/09. / If you have any questi°n~5~-227-3812' Sincerely, Dan Vornea, P.E. Airport Engineer 2 NYADO: File CC : D. Vornea Fishers Island- Sect. 4 16-09(FIG1609-1) Fishers Island - General w/attm M. Petranchuk, C. Brubach, K. Walters C&S NYSDOT O. Suriani NYADO H:~A EA60NDWDATA~Fishers Is~qG1609-1 .doc IttOl~$ t:. OOH~]Iq'Y T&v[oa. 631.788.7463 631.788.5523 ROARD OF COMMISSIONt~S D,,.,aJ C ~ II PaulE C,d,. February 4, 2009 Mr. Steven M Urlass Federal Aviation Administration NY Airports District Office, Suite 446 600 Old Colony Road Garden City, NY 11530 Re: Elizabeth Field Airport Airport Consultant Selection Dear Mr, Urlass, The Town of Southold has selected the finn of C&S Engineers, Inc. to provide professional services for a period of 5 years assuming continued satisfactory performance. To the best of our knowledge, the qualifications based selection procedure used in selecting C&S Engineers, Ino. complies with the intent of Advisory Ciroular 150/5100-14D. The finn was chosen aRer careful consideration of its qualifications and those of another professional firm. C&S Engineers, Ino. has demonstrated by past performance, its capability to suecessfully complete a wide variety of airport development projects including planning, design, construction inspection and other related services. The firm posses the ne~ssary professional staff, technical resources, financial capability, experience and understanding of the work anticipated to complete it within the time allocated. ~ enclosodarl~E~the Sponsprs Certification for Selection of Consultants for your files. M~l~ma~/. Doherty ,.~ Elizabeth Field Airport Town of Southold RESOLUTION 2012-903 ADOPTED DOC ID: 8356 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2012-903 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON DECEMBER 18, 2012: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Cost Plus Fixed Fee Consultant Agreement for the environmental assessment for the 5~year Capital Improvement Program Projects between the Town of Southold and C&S Engineers, Inc. in the amount of $150,000.00, of which the Town of Southold is responsible for 5% of this amount under the Grant Offer, in connection with Project No. FAA AlP No. 3-36-0029-19-12, NYS DOT No. 0913.19, at Elizabeth Field Airport, Fishers Island, New York, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William Ruland, Councilman SECONDER: Albert Krupski Jr., Councilman AYES: Ruland, Talbot, Doherty, Kmpski Jr., Evans, Russell SCHEDULE E (RESOLUTION TO BE INSERTED) E-1 SCHEDULE G CERTIFICATION OF CONSULTANT i hereby certify that I am the Manager of the Airport Services Group and a duly authorized representative of the firm of C&S Engineers, [nc., whose address is 499 Col. Eileen Collins Blvd., Syracuse, NY, and that neither I nor the above firm I here represent has: employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this Contract. agreed, as an express or implied condition for obtaining this Contract, to employ or retain the services of any firm or person in connection with carrying out the Contract, or paid or agreed to pay to any firm, organization, or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or canying out the Contract except as here expressly stated (if any): I acknowledge that this certificate is to be furnished to the Federal Aviation Administration of the United State~ Department of Transportation, in connection with this Contract, involving participation of Airport Improvement Program (ALP) funds, and is subject to applicable state and Federal laws, both criminal and civil. ~] A~a~thony Basile Manager, Airport Services Group END OF SCHEDULE G-I F Project 211 TOWN OF SOUTIiOLD~21101400[ EA lor 5YR £1P projects Agrccmcm~Prime Dcsign-CPFF doc SCHEDULE H AIRPORT AID PROGRAM Contractor Contractual Requirements Civil Rights Act of 1964, Title V1 - 49 CFR Part 21 During the performance of this contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "contractor") agrees as tbllows: 1. Compliance with Regulations. The contractor shall comply with the regulation relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination. The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of material and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a programs set forth in Appendix B of the Regulations. Solicitation for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiation, made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the regulations relative to nondiscrimination on the grounds of race, color, or national origin. 4. Information and Reports. The contractor shall provide all information and reports required by the regulation or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such regulations, orders and instructions. Where any information required of a contractor shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance. In the event of the contractor's noncompliance with the nondiscrimination provisions of this contract, the sponsor shall impose such contract sanction as it or the FAA may determine to be appropriate, including but not limited to -- (a) withholding of payments to the contractor under the contractor under the contract until the contractor complies, and/or (b) cancellation, termination, or suspension of the contract, in whole or inpart. 6. Incorporation of Provisions. The contractor shall include the provisions of paragraphs 1 through 5 in every subcontract, including procurements of materials and leases of equipment, unless exempt by the regulations or directivities issued pursuant thereto. The contractor shall take such action with respect to any subcontract or procurement as the sponsor of the FAA may direct as ameans ofenforcing such provisions including sanctions for noncompliance. Provided, however, that in the event acontractor becomes involved in or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the contractor may request the sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, the contractor may request the United States to enter into such litigation to protect the interest of the United States. Disadvantaged Business Enterprise (DBE) Assurances 49 CFR Part 26 1. Policy. It is the policy of the Department of Transportation (DOT) that disadvantaged business enterprises, as defined in 49 CFR Part 26, shall have the maximum opportunity to participate in the performance of contracts and subcontracts finances in whole or in part with Federal funds under this agreement. DBE Obligation. The contractor agrees to ensure that disadvantaged business enterprises, as defined in 49 CFR Part 26 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement, in this regard, all contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. Contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT assisted contracts. H-1 F Project 211 FOWN OF SOUTHOLDi211014001 EA Iclr 5YR CIP prco¢ctsiAgrecmentsiPrimc Design CPFF doc Airport and Airway Improvement Act of 1982, Section 520 General Civil Rights Provisions 49 U.S.C. 47123 The contractor assures that it will comply *vith pertinent statutes, executive orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting l¥om Federal assistance. This provision obligates the tenant/concessionaire/lessee or its transferee for the period during which Federal assistance is extended to the airport a program, except where Federal assistance is to provide, or is in the form of personal property or real property or interest therein or structures or improvements thereon. In these cases the provision obligates the party or any transtbree for the longer of the following periods: (a) the period during which the property is used by the airport sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits or (b) the period during which the airport sponsor or any transferee retains ownership or possession of the property. In the case of contractors, this provision binds the contractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964. Access to Records and Reports 49 CFR Part 18.36(i) The Contractor shall maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, the Federal Aviation Administration and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. Rights to Inventions 49 CFR Part 18.360)(8) All rights to inventions and materials generated under this contract are subject to regulations issued by the FAA and the Sponsor of the Federal grant under which this contract is executed. Lobbying and Influencing Federal Employees 49 CFR Part 20, Appendix A (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of contractor, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee ora Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amenchnent, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) lfany funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee ora Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The contractor shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who Fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 ~br each such failure. Trade Restriction Clause 49 CFR Part 30 The contractor or subcontractor, by submission of an offer and/or execution of a contract, certifies that it: H-2 F: I'roject 211 TOWN OF SOIJTHOLD 211014(101 EA lot 5YR CIP prolccls Agr¢cmcms Prime Design-CPFF doc a. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms published by thc Office of thc United States Trade Representative (USTR); has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national ora foreign country on said list, or is owned or controlled directly or indirectly by one or more citizens or nationals of a foreign country on said list; c. has not procured any product nor subcontracted for the supply of any product for use on the project that is produced in a foreign country on said list. Unless the restrictions of this clause arc waived by the Secretary of Transportation in accordance with 49 CFR 30. 17, no contract shall be awarded to a contractor or subcontractor who is unable to certify to the above. If the contractor knowingly procures or subcontracts for the supply of any product or service of a foreign country on said list for use on the project, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract at no cost to the Government. Further, the contractor agrees that, if awarded a contract resulting fron] this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower tier subcontracts. The contractor may rely on the certification of a prospective subcontractor unless it has knowledge that the certification is erroneous. The contractor shall provide immediate written notice to the sponsor if the contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subcontractor agrees to provide written notice to the contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. This certification is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration [nay direct through the Sponsor cancellation of the contract or subcontract for default at no cost to the Government. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. Thc knowledge and information ora contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code, Section 1001. Termination of Contract 49 CFR Part 18.360)(2) The Sponsor may, by writ:ten notice, terminate this contract in whole or in part at any time, either for the Sponsor's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress, delivered to the Sponsor. b. If the termination is for the convenience of the Sponsor, an equitable adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on unperformed services. If the termination is due to failure to ~lfill the contractor's obligations, the Sponsor may take over the work and prosecute the same to completion by contract or otherwise. In such case, the contractor shall be liable to the Sponsor for any additional cost occasioned to the Sponsor thereby. If, after notice of termination for failure to fulfill contract obligations, it is determined that the contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the Sponsor. In such event, adjustment in the contract price shall bc made as provided in paragraph 2 of this clause. e. The rights and remedies of the sponsor provided in this clause are in addition to any other rights and relnedies provided by law or under this contract. Breach of Contract Terms 49 CFR Part 18.36 Any violation or breach of terms of this contract on the part of the contractor or their subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this H-3 F Project 211 [OWN OF SO[/THOLDi211014001 EA Ior 5YR tIP projects Agreements prime Design CPFF doc agreement. The duties and obligations imposed by the Contract Documents and the rights and remedies available there under shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. Davis - Bacon Act Provisions All mechanics and laborers employed or working upon the site of the work will he paid unconditionally and not less often than once a week and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR Part 3), the full amounts due at time of payment computed at wage rates not less than those contained in the wage determination decision(s) of the Secretary of Labor which is (are) attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics; and the wage determination decision(s) shall be posted by the contractor at the site of the work in a prominent place where it (they) can be easily seen by the workers. For the purpose of this paragraph, contributions made or costs reasonably anticipated under Section l(b) (2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of Subparagraph 4 below. Also for the purpose of this paragraph, regular contributions made or costs incurred for more than a weekly period under plans, fi]nds, or programs, but covering the particular weekly period, arc deemed to be constructively made or incurred during such weekly period [29 CFR 5.5(a)(I )(i)]. Any class of laborers or mechanics, including apprentices and trainees, which is not listed in the wage determination(s) and which is to be employed under the contract, shall be classified or reclassified conformably to the wage determination(s), and a report of the action taken shall be sent by the SPONSOR to the FAA for approval and transmittal to the Secretary of Labor. In the event that the interested parties cannot agree on the proper classification or reclassification of a particular class of laborers and mechanics, including apprentices and trainees, to be used, the question accompanied by the recommendation of the FAA shall be referred to the Secretary of Labor for final determination [29 CFR 5.5(a)(1)(ii)]. Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly wage rate and the contractor is obligated to pay a cash equivalent of such a fringe benefit, an hourly cash equivalent thereof shall be established. In the event the interested parties cannot agree upon a cash equivalent of the fringe benefit, the question accompanied by the recommendation of the FAA shall be referred to the Secretary of Labor for determination {29 CFR 5.5(a) (l)(iii)]. If the Contractor does not make payments to a trustee or other third person, he may consider as part of the wages of any laborer or mechanic the amount of'any costs reasonably anticipated in providing benefits under a plan or program ora type expressly listed in the wage determination decision of the Secretary of Labor which is a part of this contract. Provided, however, the Secretary of Labor has found, upon the written request of the Contractor, that thc applicable standards of'the Davis-Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. Special Grant Condition Office of Management and Budget issued Memorandum M-08-03 implementing Section 106(g) of the Trafficking Victims Protection Act of 2000, as amended (TVPA) (22 U.S.C. 7104(g)). TRAFFICKING IN PERSONS: a. Provisions applicable to a recipient that is a private entity. 1. You as the recipient, your employees, subrecipients under this award, and subrecipients' employees may not i. Engage in severe forms of trafficking in persons during the period of time that the award is in effect; ii. Procure a commercial sex act during the period of'time that the award is in effect; or iii. Use forced labor in the performance of the award or subawards under the award. Certification Regarding Debarment, Suspension, ineligibility and Voluntary Exclusion The bidder/offeror certifies, by submission of this proposal or acceptance of this contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. It further agrees by submitting this proposal that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the bidder/offeror/contractor or any lower tier participant is unable to certify to this statement, it shall atiach an explanation to this solicitation/proposah END OF SCHEDULE H-4 F Prolec¢211 - TOWN OF SOUTHOLDi211014001 - EA fur 5YR (iP projcct~,Agrccmcm','PrimciDcsign-CPFF doc SCHEDULEI NEW YORK STATE DEPARTMENT OF TRANSPORTATION REQUIREMENTS Standard Clauses For All New York State Contracts (Appendix A). The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafier, "the contract" or "this contract") agree to be bound by the fulh)wing clauses which are hereby made a pan of the contract (the word "Contractor" herein refers to any party other than the State, whether a contractor, licensor, licensee, lessor, lessee, or any other party): Executory Clause. In accordance with Section 41 of the State Finance Law, the State shall have no liability under this contract to the Contractor or to anyone else beyond funds appropriated and available for this contract. Non-Assignment Clause. In accordance with Section 138 of the State Finance Law, this contract may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet, or otherwise disposed of without the previous consent, in writing, of the State and any attempts to assign the contract without the State's written consent are null and void. The Contractor may, however, assign its right to receive payment without the State's prior written consent unless this contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law. Comptroller's Approval. fu accordance with Section I 12 of the State Finance Law (or, if this contract is with the State University or City University of New York, Section 355 or Section 6218 of the Education Law), if this contract exceeds $5,000 ($20,000 for certain S.U.N.Y. and C.U.N.Y. contracts), or if this is an amendment for any amount to a contract which, as so amended, exceeds said statutory amount, or if, by this contract, the State agrees to give something other than money, it shall not be valid, effective, or binding upon the State until it has been approved by the State Comptroller and filed in his o~'fice. Worker's Compensation Benefits. In accordance with Section 142 of the State Finance Law, this contract shall be void and of no force and effect un]ess the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law. Non-Discrimination Requirements. In accordance with Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, disability, or marital status. Furthem~ore, in accordance with Section 220-e of the Labor Law, if this is a contract for the construction, alteration, or repair of any public building or public work or for the manufacture, sale, or distribution of materials, equipment, or supplies, and to the extent that this contract shall be performed within the State of New York, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, national origin, age, sex, or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work: or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. Contractor is subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 239 as well as possible temfination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation. Wage and Hours Provisions. If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statues, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the Slate Labor Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law. Non-Collusive Bidding Requirement. In accordance with Section 139-d of the State Finance Law, if this contract was awarded based upon the submission of bids, Contractor warrants, under penalty of perjury, that its bid was arrived at independently and without collusion aimed at restricting competition. Contractor fi.u'ther warrants that, at the time contractor submitted its bid, an authorized and responsible person executed and delivered to the State a non-collusive bidding certification on Contractor's behalf. I-1 F PROJECT 21 I - IOWN OF SOUTHOLDi211014001 EA FOR 5YR CIP PROJEC FS AGREEMEN~SxPRIME DESIGN CPFF DOC International Boycott Prohibition. In accordance with Section 220-foftheLaborLawand Section 139-h ofthe State Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, fim~, partnership, or corporation has participated, is participating, or shall participate in an international boycott in violation of the federal Export Administration Act of 1979 (50 USC App. Sections 240, I 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 approphate agency of the United States subsequent to the contract's execution, such contract, amendment, or modification thereto shall be rendered forfeit and void. The contractor shall so notify the State Comptroller within five (5) business days of such conviction, determination, or disposition of appeal (2 NYCRR 105.4). Set-OffRights. The State shall have all of its common law and statutory rights of set-off. These rights shall include, but not be limited to, the State's option to withhold for the purposes of set-offany moneys due to the Contractor under this contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State department or agency, including any contract for a tem~ commencing prior to the term of this contract, plus any amounts due and owing to the State for any other mason including, without limitation, tax delinquencies, fee delinquencies, or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal Stale practices including, in cases of set-offpursuant to an audit, the finalization of such audit by the State agency, its representatives, or the State Comptroller. 10. Records. The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this contract (hereinafter, collectively "the Records"). The Records must be kept for the balance of thc 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 norn~al 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 in folxn 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 ~ture litigation. 11. Identifying Inlbrmation and Privacy Notification: (a) Federal Employer Identification Number and/or Federal Social Security Number. All invoices or New York State standard vouchers submitted for payment for the sale of goods 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 sellefts or lessor's identification number). The number is either the payee's Federal employee identification number or Federal social security number, or both such numbers when the payee has both such numbers. Failure to include this number or numbers may delay payment. Where the payee does not have such number or numbers, the payee, on his invoice or New York State standard voucher, must give the reason or reasons why the payee does not have such number or numbers. (b) Privacy Notification. (I) The authority to request the above personal intbrmation from a seller of goods or services or a lessor of real or personal property, and the authority to maintain such information, is found in Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to the State is mandatory~ The principal purpose for which the information is collected is to enable the State to identify individuals, businesses, and others who have been delinquent in filing tax returns or may have understated their tax liabilities and to generally identify persons affected by the taxes administered by the 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 properl~ covered by this contract or lease. The information is maintained in New York State's Central Accounting System by the Director of State Accounts, Office of the State Comptroller, AESOB, Albany, New York 12236. 12. Equal Employment Opportunities For Minor/ties And Women. In accordance with Section 312 of the Executive Law, if this contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of $25,000.00, whereby a contracting agency is committed to expend or does expend fimds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to be performed for, or rendered or fi~mished to, the contracting agency; or (ii) a written agreement in excess of $100,000.00 whereby a I-2 F PROJE~T~21I - TOWN OF SOUTHOLDi211014001 EA FOR 5YR CIP PROJECI~AGREEMENTS PRIME DESIGN CPFF DOC contracting agency is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon; or (iii) a written agreement in excess of $ 100,000.00 whereby the ovmer of a State assisted housing project is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair, or renovation of real properiy and improvements thereon for such project, then: (a) The contractor will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability, or marital status, and will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgradings, demotion, transiEr, layoff; or termination and rates of pay or other forms of-compensation; (b) at the request of the contracting agency, the Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability, or marital status, and that such union or representative will affirmatively cooperate in thc implementation of the contractor's obligations herein; and (c) the contractor shall state, in all solicitations or advertisements ~br employees, that, in the performance of the State contract, all qualified applicants will be aff'orded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability, or marital status. Contractor will include the provisions of "a", "b", and "c", above, in every subcontract over $25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or design of real properly and improvements thereon (the "Work") except where the Work is for the beneficial use of the contractor. Section 312 does not apply to: (i) work, goods or services unrelated to this contract; or (ii) employment outside New York State; or (iii) banking services, insurance policies or the sale of securities. The State shall consider compliance by a contractor or subcontractor with the requirements of any federal law concerning equal employment opportunity which effec'mates the purpose of this section. The contracting agency shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such duplication or conflict exists, the contracting agency shall waive the applicability of Section 312 to the extent of such duplication or conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the Governor's Office of Minority and Women's Business Development pertaining hereto. 13. Conflicting Terms. In the event of a conflict between the terms o f the contract (including any and all attachments thereto and amendments thereof) and the terms of this Appendix A, the terms of this Appendix A shall control. 14. Governing Law. This contract shall be governed by the laws of the State of New York except where the federal supremacy clause requires otherwise. 15. Late Payment. Timeliness of payment and any interest to be paid to Contractor for late payment shall bc governed by Article XI-A of the State Finance Law to the extent required by law. 16. No Arbitration. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where stamturily authorized) but must, instead, be heard in a court of competent jurisdiction of the State of New York. 17. Se~,ice of Process. In addition to the methods of service allowed by the State Civil Practice Law & Rules ('~CPLR"), contractor hereby consents to service of process upon it be registered or certified mail, return receipt request. Service hereunder shall be complete upon contractor's actual receipt of process or upon the State's receipt of the return thereof by the United States Postal Service as refused or undeliverable. Contractor must promptly notify the State, in wrfung, of each and every change of address to which service of process can be made. Service by the State to the last known address shall be sufficient. Contractor will have thirty (30) calendar days after service hereunder is complete in which to respond. 18. Prohibition on Purchase of Tropical Hardwoods. The Contractor certifies and warrants that all wood products to be used under this contract award will be in accordance with, but not limited to, the specifications and provisions of Section 165 of the State Finance Law, (Use of Tropical Hardwoods) which prohibits purchase and use of tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political subdivision or public benefit corporation. Qualification for an exemption under this law will be the responsibility I-3 F: PROJECT* 211 - TOWN O1' SOU I HOLDi211014001 EA FOR 5YR CIp PRO IECTS AGREEMENTS PRIM E DESIGN.CPFF DOC of the contractor to establish to meet with the approval of the State. In addition, when any portion of this contract involving the use of woods, whether supply or installation, is to be performed by any subcontraclor, the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in {}165 State Finance Law. Any such use must meet with the approval of the Stale; otherwise, the bid may not be considered responsive. Under bidder certifications, proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of the State. 19. Macbride Fair Employment Principles. In accordance with the MacBride Fair Employment Principles (Chapter 807 of the Laws of 1992), thc Contractor hereby stipulates that the Contractor either (a) has no business operations in Northern Ireland, or (b) shall take lawful steps in good faith to conduct any business operations in Northern Ireland in accordance with the MacBride Fair Employment Principles (as described in Section /65 of the New York State Finance Law), and shall permit independent monitoring of compliance with such principles. 20. Omnibus Procurement Act of 1992. It is the policy of New York State to maximize opportunities for the participation of New York State business enterprises, including minofity and women-owned business enterprises as bidders, subcontractors and suppliers on its procurement contracts. Information on the availability of Neu, York State subcontractors and suppliers is available from: NYS Department of Economic Development Division tbr Small Business 30 South Pearl St 7thFIoor Albany, New York 12245 Telephone: 518-292-5220 Fax: 518-292-5884 http://www.empire.state.ny.us A directory of certified minority and women-owned business enterprises is available from: NYS Department of Economic Development Division of Minority and Women's Business Development 30 South Pearl St --2nd Floor Albany, New York 12245 Telephone: 518-292-5250 Fax: 518-292-5803 hitp://www.empire.state.ny.us The Omnibus Procurement Act of 1992,requires that by signing this bid proposal or contract, as applicable, Contractors certify that whenever the total bid amount is greater than $1 million: a) The Contractor has made reasonable efforts to encourage the participation of New York State Business Enterprises as suppliers and subcontractors, including certified minority and women-owned business enterprises, on this project, and has retained the documentation of these effurts to be provided upon request to the State; (b) The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-261), as amended; (c) The Contractor agrees to make reasonable efforts to provide notification to New York State residents of employment opportunities on this project through listing any such positions with the Job Service Division of the New York State Deparlment of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. The Conlractor agrees to document these efforts and to provide said documentation to the State upon request; and (d) The Contractor acknowledges notice that the State may seek to obtain offset credits from foreign countries as a result of this contract and agrees to cooperate with the State in these efforts. 21. Reciprocity And Sanctions Provisions. Bidders are hereby notified that if their principal place of business is located in a country, nation, province, state or political subdivision that penalizes New York State vendors, and if the goods or services they offer will be substantially produced or performed outside New York State, the Omnibus Procurement Act 1994 and 2000 amendments (Chapter 684 and Chapter 383, respectively) require that they be denied contracts which they would otherwise obtain. NOTE: As of May 15, 2002, the list of discriminatory jurisdictions subject to this provision includes the states of South Carolina, Alaska, West Virginia, Wyoming, Louisiana and Hawaii. Contact NYS Department of Economic Development for a current list of jurisdictions subject to this provision. 22. Compliance with New York State Information Security Breach and Notification Act. Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business [.aw Section 899-aa; State Technology Law Section 208). 23. Compliance with Consultant Disclosure Law. If this is a contract for consulting services, defined for purposes of this requirement to include analysis, evaluation, research, training, data processing, computer programming, engineering, environmental, health, and mental health services, accounting, auditing, paralegal, legal or similar services, then, in accordance with Section 163 (4-g) of the State Finance Law (as amended by Chapter 10 of the Laws of 2006), the Contractor shall timely, accurately and properly comply with the requirement to submit an annual employment report for the contract to the agency that awarded the contract, the Department of Civil Service and the State Comptroller. 24. Procurement Lobbying. To the extent this agreement is a "procurement contract" as defined by State Finance Law Sections 139-j and 139-k, by signing this agreement the contractor certifies and affirms that all disclosures made I-4 F: PROJECT 2t I - TO~3FN OF SOUTHOLD',211014001 - EA FOR 5YR CIP PROJE(TS AGREEMENTS',PRIME DESIGN-CPFF DO£ 25. in accordance wilh State Finance Law Sections 13 9-j and 13 9-k are complete, true and accurate. In the event such certification is £ound to be intentionally false or intentionally incomplete, the State may terminate the a~'eement by providing written notification to the Contractor in accordance with the temps of the agreement. Certification of Registration To Collect Sales And Compensating Use Tax By Certain State Contractors, Affiliates And Subcontractors. To the extent this agreement is a contract as defined by Tax Law Section 5-a, if the contractor fails to make the certification required by Tax Law Section 5-a or if during the tem~ of the contract, the Department of'Taxation and Finance or the covered agency, as defined by Tax Law 5-a, discovers thai the certification, made under penalty of perjury, is false, then such failure to file or false certification shall be a material breach of this contract and this contract may be terminated, by providing written notification to the Contractor in accordance with the terms of the agreement, if the covered agency determines that such action is in the best interest of the State. END OF SCHEDULE 1-5 F PROJECTi2 t I - I OWN OF SOUTHOLD 211(114001 EA FOR 5YR CIP PROJECTS AGREEMENTS PRIME DES]GN-CPFF DOC