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Dike Rehabilitation Project
RESOLUTION 2014-960 ADOPTED DOC ID: 10342 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2014-960 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON DECEMBER 16,2014: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute Contract #C-011659 between the Town of Southold and the New York State Department of Agriculture and Markets relating to the State's reimbursement of 25% of the cost of the Dike Rehabilitation Project in the sum of $389,079.00, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Jill Doherty, Councilwoman SECONDER: William P. Ruland, Councihnan AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell i STATE OF NEW YORK MASTER CONTRACT FOR GRANTS FACE PAGE STATE•AGENCY (Name & Address): BUSINESS UNIT/DEPT. ID: AGM01/3000000 NYS Department of Agriculture and Markets CONTRACT NUMBER: C011659 I OB Airline Drive Albany, NY 12235 CONTRACT TYPE: Multi -Year Agreement Simplified Renewal Agreement Q Fixed Term Agreement CONTRACTOR SFS PAYEE NAME: TRANSACTION TYPE: New Town of Southold ❑ Renewal Amendment CONTRACTOR DOS INCORPORATED NAME: PROJECT NAME: Town of Southold, Repair of Protective Dikes Damaged by " Superstorm Sandy CONTRACTOR IDENTIFICATION NUMBERS: AGENCY IDENTIFIER: NYS Vendor ID Number: 1000000876 Federal Tax ID Number: DUNS Number (if applicable): CFDA NUMBER (Federally Funded Grants Only): CONTRACTOR PRIMARY MAILING ADDRESS: CONTRACTOR STATUS: PO Box 1179 ❑For Profit Southold, NY 11971 © Municipality, Code: ❑ Tribal Nation CONTRACTOR PAYMENT ADDRESS: ❑ Individual ❑✓ Check if same as primary mailing address ❑ Not -for -Profit Charities Registration Number: CONTRACT MAILING ADDRESS: Exemption Status/Code: ❑✓ Check if same as primary mailing address ❑ Sectarian Entity Contract Number: # CO 11659 Page 1 of 2 Master Grant Contract, Face Page STATE OF NEW YORK MASTER CONTRACT FOR GRANTS FACE PAGE ,CURRENT CONTRACT TERM: CONTRACT FUNDING AMOUNT (Multi-year - enter total projected amount of the From: 12/18/2013 To: 12/31/2014 contract; Fixed Term/Simplified Renewal -enter current period amount): CURRENT CONTRACT PERIOD: CURRENT: $ 389,079 From: 12/18/2013 To: 12/31/2014 AMENDED: AMENDED TERM: FUNDING SOURCE(S) From: To: Q State AMENDED PERIOD: ❑ Federal ❑ Other From: To: FOR MULTI YEAR -AGREEMENTS ONLY - CONTRACT PERIOD AND FUNDING AMOUNT: (Out years represent. projected funding amounts) # CURRENT PERIOD CURRENT AMOUNT AMENDED PERIOD AMENDED AMOUNT 1 2 4 5 ATTACHMENTS PART OF THIS AGREEMENT: © Attachment A: © A-1 Program Specific Terms and Conditions ❑ A-2 Federally Funded Grants and Requirements Mandated by Federal Laws ❑ Attachment B: ❑ B-1 Expenditure Based Budget B-2 Performance Based Budget ❑ ❑ B-3 Capital Budget B-4 Net Deficit Budget ❑ B -1(A) Expenditure Based Budget (Amendment) ❑ B -2(A) Performance Based Budget (Amendment) ❑ B -3(A) Capital Budget (Amendment) ❑ B -4(A) Net Deficit Budget (Amendment) ❑ Attachment C: Work Plan © Attachment D: Payment and Reporting Schedule © Other: B-5 Budget; C-1 Plan of Work Contract Number: #. CO 11659 Page 2 of 2 Master Grant Contract, Face Page iN WITNESS THEREOF, the parties hereto have executed or approved this Master Contract on the dates below their :ianatures. CONTRACTOR: Town of Southold PO Box 1179 Southold, NY 11971 Printed Name Title: (-5,- C) i - Date: STATE OF NEW YORK County of _ S c,c - - O C K STATE AGENCY: NYS Department of Agriculture and Markets - I OB Airline Drive AlbanyWwJ2�35 By: Printed Name Title: Date: -r On the 11flay day of ���_��t��, ; g2 , before me personally appeared, , ,c e 11to me known, who being by me duly sworn, did depose and say that heom resides at that he/tb�,- is thejr oC of the-�e contractor described herein w 'ch executed the foregoing instrument; and that he/SW signed his/4name thereto as authorized by the contractor named on the face page of this Master Contract. CHRISTINE FOSTER Notary Public, state of New York (Notar No. 0IF06177911 Qualified in Suffolk County Commission Expires November 19, 20= ATTORNEY GENERAL'S SIGNATURE STATE CQMPTROLLER' S SIGNATURE =Ob F� RAL Prin Printed Name Title:° 6� Title: DE'IY GEPT n NERAL Date: Date: FOR THE STATE COMPTROLLER Contract Number; # C011659 Page 1 of 1, Master Contract for Grants Signature Page . STATE OF NEW YORK MASTER CONTRACT FOR GRANTS This State of New York Master Contract for Grants (Master Contract) is hereby made by and between the State of New York acting by ander through the applicable State Agency (State) and the public or private entity (Contractor) identified on the face page hereof (Face Page). WITNESSETH: WHEREAS, the State has the authority to regulate and. provide funding for the establishment and operation of program services, design or the execution and performance of construction projects, as applicable and desires to contract with skilled parties possessing the necessary resources to provide such services or work, as applicable; and WHEREAS, the Contractor is ready, willing and able to provide such program services or the execution and performance of construction projects and possesses or can make available all necessary qualified personnel, licenses, facilities and expertise to perform or have performed the services or work, as applicable, required pursuant to the terms of the Master Contract; NOW THEREFORE, in consideration of the promises, responsibilities, and covenants herein, the State and the Contractor agree as follows: STANDARD TERMS AND CONDITIONS I. GENERAL PROVISIONS A. Executory Clause: In accordance with Section 41 of the State Finance Law, the State shall have no liability under the Master Contract to the Contractor, or to anyone, else, beyond funds appropriated and available for the Master Contract. B. Required Approvals: In accordance with Section 112 of. the State Finance Law (or, if the Master Contract is with the State University of New York (SUNY) or City University of New York (CUNY), Section 355 ' or Section 6218 of the Education Law), if, the Master Contract exceeds $50,000 (or $85,000 for contracts let by the Office of General Services, or the minimum thresholds agreed to by the Office of the State Comptroller (OSC) for certain SUNY and CUNY contracts), or if this is an amendment for any amount to a contract which, as so amended, exceeds said statutory amount including, but not limited to, changes in amount, consideration, scope or contract term identified on the Face Page (Contract Term), it shall not be valid, effective or binding upon the State until it has been approved by, and filed with, the New York Attorney General Contract Approval Unit (AG) and OSC. If, by the Master Contract, the State agrees to give something, other than money when the value or reasonably estimated value of such consideration exceeds $10;000, it shall not be valid, effective or binding upon the State until it has been approved by, and filed with, the'AG and OSC. Budget Changes: An amendment that would result in a transfer of funds among program activities or budget cost categories that does not affect the amount, consideration, scope or other terms of such contract may be subject to the approval of the AG and OSC where the amount of such modification is, as a portion of the total value of the contract, equal to or greater than ten percent for contracts of less than five million dollars, or five percent for contracts of more than Contract Number: # CO 11659 . Page 1 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) five million dollars; and, in addition, such amendment may be subject to prior approval by the applicable State Agency as detailed in Attachment D (Payment and Reporting Schedule). C. Order of Precedence: In the event of a conflict among (i) the terms of the Master Contract (including any and all attachments and amendments) or (ii) between the terms of the Master Contract and the original request for proposal, the program application or other attachment that was completed and executed by the Contractor in connection with the Master Contract, the order of precedence is as follows: 1. Standard Terms and Conditions 2. Modifications to the Face Page 3. Modifications to Attachment A-21, Attachment B, Attachment C and Attachment D 4. The Face Page 5. Attachment A-22, Attachment B, Attachment C and Attachment D 6. Modification to Attachment A-1 7. Attachment A-1 8. Other attachments, including, but not limited to, the request for proposal or program application D. Funding: Funding for the term of the Master Contract shall not exceed the amount specified as "Contract Funding Amount" on the Face Page or as subsequently revised to reflect an approved renewal or cost amendment. Funding for the initial and subsequent periods of the Master Contract shall not exceed the applicable amounts specified in the applicable Attachment B •form (Budget). E. Contract Performance: The Contractor shall perform all services or work, as applicable, and comply with all provisions of the Master Contract to the satisfaction of the State. .The Contractor shall provide services or work, as applicable, and meet the program objectives summarized in Attachment C (Work Plan) in accordance with the provisions of the Master Contract, relevant laws, rules and regulations, administrative, program and fiscal guidelines, and where applicable, operating certificate for facilities or licenses for an activity or program. F. Modifications: To modify the Attachments or Face Page, the parties mutually agree to record, in writing, the terms of such modification and to revise or complete the Face Page and all the ' To the extent that the modifications to Attachment A-2 are required by Federal requirements and conflict with other provisions of the Master Contract, the modifications to Attachment A-2 shall supersede all other provisions of this Master Contract. See Section I(V). To the extent that the terms of Attachment A-2 are required by Federal requirements and conflict with other provisions of the Master Contract, the Federal requirements of Attachment A-2 shall supersede all other provisions of this Master Contract. See Section I(V). Contract Number: # CO11659 Page 2 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) ,k appropriate attachments in conjunction therewith. In addition, to the extent that such modification meets the criteria set forth in Section I.B herein, it shall be subject to the approval of the AG and OSC before it shall become valid, effective and binding upon the State. Modifications that are not subject to the AG and OSC approval shall be processed in accordance with the guidelines stated in the Master Contract. G. Governing Law: The Master Contract shall be governed by the laws of the State of New York except where the Federal Supremacy Clause requires otherwise. H. Severability: Any provision of the Master Contract that is held to be invalid, illegal or unenforceable in any respect by a court of competent. jurisdiction, shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof; provided, however, that the parties to the Master Contract shall attempt in good faith to reform the Master Contract in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. I. Interpretation: The headings in the Master Contract are inserted for convenience and reference only and do not modify or restrict any of the provisions herein. All personal pronouns used herein shall be considered to be gender neutral. The Master Contract has been made under the laws of the State of New York, and the venue for resolving any disputes hereunder shall be in a court of competent jurisdiction of the State of New York. J. Notice: 1. All notices, except for notices of termination, shall be in writing and shall be transmitted either: a) by certified or registered United States mail, return receipt requested; b) by facsimile transmission; c) by personal delivery; d) by expedited delivery service; or e) by e-mail. 2. Notices to the State shall be addressed to the Program Office designated in Attachment A-1 (Program Specific Terms and Conditions). 3. Notices to the Contractor shall be addressed to the Contractor's designee. as designated in Attachment A-1 (Program Specific Terms and Conditions). 4. Any such notice shall be deemed to have been given either at the time of personal delivery or, in the case of expedited delivery service or certified or registered United States mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in'the case of facsimile transmission or e-mail, upon receipt. Contract Number: # CO11659 Page 3 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) JC 5. The parties may, from time to time, specify any new or different e-mail address, facsimile number or address in the United States as their address for purpose of receiving notice under the Master Contract by giving fifteen (15) calendar days prior written notice to the other party sent in accordance herewith. The parties agree to mutually designate individuals as their respective representatives for the purposes of receiving notices under the Master Contract. Additional individuals may be designated in- writing by the parties for purposes of implementation, administration, billing and resolving issues and/or disputes. K. Service of Process: In addition to the methods of service allowed by the State Civil Practice Law & Rules (CPLR), Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon Contractor's actual receipt of process or upon the State's receipt of the return thereof by the United States Postal Service as refused or undeliverable. Contractor must promptly notify the State, in writing, of each and every change of address to which service of process can be made. Service by the State to the last known address shall be sufficient. The Contractor shall have thirty (30) calendar days after service hereunder is complete in which to respond. L. Set -Off Rights: The State shall have all of its common law, equitable, and statutory rights of set-off. These rights shall include, but not,be limited to, the State's option to withhold, for the purposes of set-off, any moneys due to the Contractor under the Master Contract up to any amounts due and owing to the State with regard to the Master Contract, any other contract with any State department or agency, including any contract for a term commencirig prior to the term of the Master Contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies, or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set- off pursuant to an audit, the finalization of such audit by the State Agency, its representatives, or OSC. M. Indemnification: The Contractor shall be solely responsible and answerable in damages for any and all accidents and/or injuries to persons (including death) or property arising out of or related to the services to be rendered by the Contractor or its subcontractors pursuant to this Master. Contract. The Contractor shall indemnify and hold harmless the State and its officers and employees from claims, suits, actions, damages and cost of every nature arising out of the provision of services pursuant to the Master Contract. N. Non -Assignment Clause: In accordance with Section 138 of the State Finance Law, the Master 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 State's previous written consent, and attempts to do so shall be considered to be null and void. Notwithstanding the foregoing, such prior written consent of an assignment of a contract, let pursuant to Article XI of the State Finance Law, may be waived at the discretion of the State Agency. and with the concurrence of OSC, where the original contract was subject to OSC's approval, where the assignment is due to a reorganization, merger, or consolidation of the Contractor's business entity or enterprise. The State retains its right to approve an assignment and to require that the merged contractor demonstrate its responsibility to do business with the State. The Contractor may, however, assign its right to receive payments without the State's prior written consent unless the Master Contract concerns Certificates of Participation,pursuant to Article 5-A of the State Finance Law. Contract Number: # CO11659 Page 4 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) O. Legal Action: No litigation or regulatory action shall be brought against the State of New York, the State Agency, or against any county or other local government entity with funds provided under the Master Contract. The term "litigation" shall include commencing or threatening to commence a lawsuit, joining or threatening to join as a party to ongoing litigation, or requesting any relief from any of the State of New York, the State Agency, or any county, or other local government entity. The term "regulatory action" shall include commencing or threatening to commence a regulatory proceeding, or requesting any regulatory relief from any of the State of New York, the State Agency, or any county, or other local government entity. P. No Arbitration: Disputes involving the Master Contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily authorized), but must, instead, be heard in a court of competent jurisdiction of the State of New York. Q. Secular Purpose: Services performed pursuant to the Master Contract are secular in nature and shall be performed in a manner that does not discriminate on the basis of religious belief, or promote or discourage adherence to religion in general or particular religious beliefs. R. Partisan Political Activity and Lobbying: Funds provided pursuant to the Master Contract shall not be used for any partisan political activity, or for activities that attempt to influence legislation or election or defeat of any candidate for.public office. S. Reciprocity and Sanctions Provisions: The Contractor is hereby notified that if its 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 it offers shall 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 it be denied contracts which it would otherwise obtain.3 T.. Reporting_Fraud and Abuse: Contractor acknowledges that it has reviewed information on how to prevent, detect, and report fraud, waste and abuse of public funds, including information about the Federal False Claims Act, the New York State False Claims Act, and whistleblower protections. U. Non -Collusive Bidding: By submission of this bid, the Contractor and each person signing on behalf of the Contractor certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of his or her knowledge and belief that its bid was. arrived at independently and. without collusion aimed at restricting competition. The Contractor further affirms that, at the time the Contractor submitted its bid, an authorized and responsible person executed and delivered to the State a non -collusive binding certification on the Contractor's behalf: V. Federally Funded Grants and Requirements Mandated by Federal Laws: Alt of the Specific Federal requirements that are applicable to the Master Contract are identified in Attachment A-2 (Federally_ Funded Grants and Requirements Mandated by Federal Laws) hereto. To the extent 3 A of October 9, 2012, the list of discriminatory jurisdictions' subject to this provision includes the states of Alaska, Hawaii, Louisiana, South Carolina, West Virginia and Wyoming. Contact NYS Department of Economic Development for the most current list of jurisdictions subject to.this provision. Contract Number: # CO11659 Page 5 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) that the Master Contract is funded, in whole or part, with. Federal funds or mandated by Federal laws, (i) the provisions of the Master Contract that conflict with. Federal rules, Federal regulations, or Federal program specific requirements shall not apply and (ii) the Contractor agrees to comply with all applicable Federal rules, regulations and program specific requirements including, but not limited to, those provisions that are set forth in Attachment A-2 (Federally Funded Grants and Requirements Mandated by Federal Laws) hereto. II. TERM, TERMINATION AND SUSPENSION A. Term: The term of the Master Contract shall be as specified on the Face Page, unless terminated sooner as provided herein. B. Renewal: 1. General Renewal: The Master Contract may consist of successive periods on the same terms and conditions, as specified within the Master Contract _(a "Simplified Renewal Contract"). Each additional or superseding period shall be on the forms specified by the State and shall be incorporated in the Master Contract. 2. Renewal Notice to Not for Proft Contractors: a) Pursuant to State Finance Law §179-t, if the Master Contract is with a not4or-profit Contractor and provides for a renewal option, the State shall notify the Contractor of the State's intent to renew or not to renew the Master Contract no later than ninety (90) calendar days prior to the end of the term of the Master Contract, unless funding for the renewal is contingent upon enactment of an appropriation. If funding for the renewal is contingent upon enactment of an appropriation, the State shall notify the Contractor of the State's intent to renew or not to renew the Master Contract the later of. (1) ninety (90) calendar days prior to the end of the term of the Master Contract, and (2) thirty (30) calendar days after the necessary appropriation becomes law. Notwithstanding the foregoing, in the event that the State is unable to comply with the time frames set forth in this paragraph due to unusual circumstances beyond the control of the State ("Unusual Circumstances"), no payment of interest shall be due to the not-for-profit Contractor. For purposes of State _Finance Law §179-t, "Unusual Circumstances" shall not mean the failure by the State to (i) plan for implementation of a program, (ii) assign sufficient staff resources to implement a program, (iii) establish a schedule for the implementation of a program or (iv) anticipate _any other reasonably foreseeable circumstance. b) Notification to the not-for-profit Contractor of the State's intent to not renew the Master Contract must be in writing in the form of a letter, with the reason(s) for the non -renewal included. If the State does not provide notice to the not-for-profit Contractor of its intent not to renew the Master Contract as required in this Section and State Finance Law §179-t, the Master Contract shall be deemed continued until the date the State provides the necessary notice to the Contractor, in accordance with State Finance Law § 179-t. Expenses incurred by the not-for-profit'Contractor during such extension shall be reimbursable under the terms of the Master Contract. Contract Number: # C01.1659 Page 6 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) C. Termination: 1. Grounds: a) Mutual Consent: The Master Contract maybe terminated at anytime upon mutual written consent of the State and the Contractor. b) Cause: The State may terminate the Master Contract immediately, upon written notice of termination to the Contractor, if the Contractor fails to comply with any of the terms and conditions of the Master Contract and/or with any laws, rules, regulations, policies, or procedures that are applicable to the Master Contract. c) Non -Responsibility: In accordance with the provisions of Sections IV(N )(6) and (7) herein, the State may make`a final determination that the Contractor is non -responsible (Determination of Non -Responsibility). In such, event, the State may terminate the Master Contract at the Contractor's expense, complete the contractual requirements in any mariner the State deems advisable and pursue available legal or equitable remedies for breach. d) Convenience: The State may terminate the Master Contract in its sole discretion upon thirty (30) calendar days prior written notice. e) Lack of Funds: If for any reason the State or the Federal government terminates or reduces its appropriation to the applicable State Agency entering into the Master Contract or fails to pay the full amount of the allocation for the operation of one or more programs funded under this Master Contract, the Master Contract may be terminated or reduced at the State Agency's discretion, provided that no such reduction or termination shall apply to allowable costs already incurred by the Contractor where funds are available to the State Agency for payment of such costs. Upon termination or reduction of the Master Contract, all remaining funds paid to the Contractor that are not subject to allowable costs already incurred by the Contractor shall be returned to the State Agency. In any event, no liability shall be incurred by the State (including the State Agency) beyond monies available for the purposes of the Master Contract. The Contractor acknowledges that any funds due to the State Agency or the State of New York because of disallowed expenditures after audit shall be the Contractor's responsibility. f) Force Majeure: The State may terminate or suspend its performance under the Master Contract immediately upon the occurrence of a "force majeure." For purposes of the Master Contract, "Force majeure" shall include, but not be limited to, natural disasters, war, rebellion, insurrection, riot, strikes, lockout and any unforeseen circumstances and acts beyond the control of the State which render the performance of its obligations impossible. 2. Notice of Termination: a) Service of notice: Written notice of termination shall be sent by: (i) personal messenger service; or Contract Number: # C011659 Page 7 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) (ii) certified mail, return receipt requested and first class mail. b) Effective date of termination: The effective date of the termination shall be the later of (i) the date indicated in the notice and (ii) the date the notice is received by the Contractor, and shall be established as follows: (i) if the notice is delivered by hand, the date of receipt shall be established by the receipt given to the Contractor or by affidavit of the individual making such hand delivery attesting to the date of delivery; or (ii) if the 'notice is delivered by registered or certified mail, by the receipt returned from the United States Postal Service, or if no receipt is returned, five (5) business days from the date of mailing of the first class letter, postage prepaid, in a depository under the care and control of the United States Postal Service. 3. Effect of Notice and Termination on State's Payment Obligations: a) Upon receipt of notice of termination, the Contractor agrees to cancel, prior to the effective date of any prospective termination, as many outstanding obligations as possible, and agrees not to incur any new obligations after receipt of the notice without approval by the State. b) The State shall be responsible for payment on claims for services or work provided and costs incurred pursuant to the terms of the Master Contract. In no event shall the State be liable for expenses and obligations arising from the requirements of the Master Contract after its termination date. 4. Effect of Termination Based on Misuse or Conversion of State or Federal Property: Where the Master Contract is terminated for cause based on Contractor's failure to use some or all of the real property or equipment purchased .pursuant to the Master Contract for the purposes set forth herein, the State may, at its option, require: a) the repayment to the State of any monies previously paid to the Contractor; or b) the return of any real property or equipment purchased under the terms of the Master Contract; or c) an appropriate combination of clauses (a) and (b) of Section II(C)(4) herein. Nothing herein shall be intended to limit the State's ability to. pursue such other legal or equitable remedies as may be available. D. Suspension: The State may, in its discretion, order the Contractor to suspend performance for a reasonable period of time. In the event of such suspension, the Contractor .shall be given a formal written notice outlining the particulars of such suspension. Upon issuance of such notice, the Contractor shall comply with the particulars of the notice. The State, shall have no obligation to reimburse Contractor's expenses during such suspension, period. Activities may resume at such time Contract Number: # CO 11.659 Page 8 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) as the State issues a formal written notice authorizing a resumption of performance under the Master Contract. III. PAYMENT AND REPORTING A. Terms and Conditions: 1. In full consideration of contract services to be performed, the State Agency agrees to pay and the Contractor agrees to accept a sum not to exceed the amount noted on the Face Page. 2. The State has no obligation to make payment until all required approvals, including the approval of the AG and OSC, if required, have been obtained. Contractor obligations or expenditures that precede the start date of the Master Contract shall not be reimbursed. 3. Contractor must provide complete and accurate billing invoices to the State in order to receive. payment. Provided, however, the State may, at its discretion, automatically generate a voucher in accordance with an approved contract payment schedule. Billing invoices submitted to the State must contain all information and supporting documentation required by Attachment D (Payment and Reporting Schedule) and Section III(C) herein. The State, may require the Contractor to submit billing invoices electronically. 4. Payment for invoices submitted by the Contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the head of the State Agency, in the sole discretion of the head of such State Agency, due to extenuating circumstances. Such electronic payment shall be made in accordance with OSC's procedures and practices to authorize electronic payments. 5. If travel expenses are an approved expenditure under the Master Contract, travel expenses shall be reimbursed at the lesser of the rates set forth in the written standard travel policy of the Contractor, the OSC guidelines, or United States General Services Administration rates. No out- of-state travel costs shall be permitted unless specifically detailed and pre -approved by the State. 6. Timeliness of advance payments or other claims for reimbursement, and any interest to be paid to Contractor for late payment, shall be governed by Article 11-A of the State Finance Law to the extent required by law. 7. Article 11-B of the State Finance Law sets forth certain time frames for the Full Execution of contracts or renewal contracts with not-for-profit organizations and the implementation of any program plan associated with such contract. For purposes of this section, "Full Execution" shall mean that the contract has been signed by all parties thereto and. has obtained the approval of the AG and OSC.. Any interest to be paid on a missed payment to the Contractor based on a delay in the Full Execution of the Master Contract shall be governed by Article 11-B of the State Finance Law. Contract Number: # CO 11659 Page 9 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) B. Advance Payment and Recoupment: 1. Advance payments, which the State in its sole discretion may make to not-for-profit grant recipients, shall be made and recouped in accordance with State Finance Law Section 179(u), this Section and the provisions of Attachment D (Payment and Reporting Schedule). 2. Initial advance payments made by the State to not-for-profit grant recipients shall be due no later than thirty (30) calendar days, excluding legal holidays, after the first day of the Contract Term or, if renewed, in the period identified on the Face Page. Subsequent advance payments made by the State to not-for-profit grant recipients shall be due no later than thirty (30) calendar days, excluding legal holidays, after the dates specified in Attachment D (Payment and Reporting Schedule). 3. For subsequent contract years in multi-year contracts, Contractor -will be notified of the scheduled advance payments for the upcoming contract year no later than 90 days prior to the commencement of the contract year. For simplified renewals, the payment schedule (Attachment D) will be modified as part of the renewal process. 4. Recoupment of any advance payment(s) shall be recovered by crediting the percentage of subsequent claims listed in Attachment D (Payment and Reporting Schedule) and Section III(C) herein and such claims shall be reduced until the advance is fully recovered within the Contract Term. Any unexpended advance balance at the end of the Contract Term shall be refunded by the Contractor to the State. 5. If for any reason the amount of any claim is not sufficient to cover the proportionate advance amount to be recovered, then subsequent claims may be reduced until the advance is fully recovered. C. Claims for Reimbursement: 1. The Contractor shall submit claims for the reimbursement of expenses incurred on behalf of the State under the Master Contract in accordance with this Section and the applicable claiming schedule in Attachment D (Payment and Reporting Schedule). Vouchers submitted for payment shall be deemed to be a certification that the payments requested are for project expenditures made in accordance with the items as contained in the applicable Attachment B form (Budget) and during the Contract Term. When submitting a voucher, such voucher shall also. be deemed to certify that: (i) the payments requested do not duplicate reimbursement from other sources of funding; and (ii) the funds provided herein do not replace funds that, in the absence of this grant, would have been made available by the Contractor for this program. Requirement (ii) does not apply to grants funded pursuant to a Community Projects Fund appropriation. 2. Consistent with the selected reimbursement claiming schedule in Attachment D (Payment and Reporting Schedule), the. Contractor shall comply with. the appropriate following provisions: a) Quarterly Reimbursement: The Contractor shall be entitled to receive payments for work, projects, and,services rendered as detailed and described in Attachment C (Work Plan). Contra ct Number: # CO11659 Page 10 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) The Contractor shall submit to the State Agency quarterly voucher claims and supporting documentation. The Contractor shall submit vouchers to the State Agency in accordance with the procedures set forth in Section III(A)(3) herein. b) Monthly Reimbursement: The Contractor shall be entitled to receive payments for -Work, projects, and services rendered as detailed and described in Attachment C (Work Plan). The Contractor shall submit to the State Agency monthly voucher claims and supporting documentation. The Contractor shall submit vouchers to the State Agency in, accordance with the procedures set forth in Section III(A)(3) herein. c) Biannual Reimbursement: The Contractor shall be entitled to receive payments for work, projects, and services rendered as detailed and described in Attachment C (Work Plan). The Contractor shall submit to the State Agency biannually voucher claims and supporting documentation. The Contractor shall submit vouchers to the State Agency in accordance with the procedures set forth in Section III(A)(3) herein. d) Milestone/Performance Reimbursement:4 Requests for payment based upon an event or milestone may be either severable or - cumulative. A severable event/milestone is independent of accomplishment of any other event. If the event is cumulative, the successful completion of an event or milestone is dependent on the previous completion of another event. Milestone payments shall be made to the Contractor when requested in a form approved by the State, and at frequencies and in amounts stated in Attachment D (Payment and Reporting Schedule). The State Agency shall make milestone payments subject to the Contractor's satisfactory performance. e) Fee for Service Reimbursement: 5 Payment shall be limited to only those fees specifically agreed upon in the Master Contract and shall be payable no more frequently than monthly upon submission of a voucher by the contractor. f) Rate Based Reimbursement:6 Payment shall be limited to rate(s) established in the Master Contract. Payment may be requested no more frequently than monthly. g) Scheduled Reimbursement:' The State Agency shall generate vouchers at the frequencies and amounts as set forth in Attachment D (Payment and Reporting Schedule), and service 4 A milestone/ performance payment schedule identifies mutually agreed -to payment amounts based on meeting contract events or milestones. Events or milestones must represent integral and meaningful aspects of contract performance and should signify true rogress in completing the Master Contract effort. Fee for Service is a rate established by the Contractor for a service or services rendered. 6 Rate based agreements are those agreements in which payment is premised upon a specific established rate per unit. Scheduled Reimbursement agreements provide for payments that occur at defined and regular intervals that provide for a specified dollar amount to be paid to the Contractor at the beginning of each payment period (i.e. quarterly, monthly or bi-annually). While these payments are related to the particular services and outcomes defined in the Master Contract, they are not dependent upon particular services or expenses in any one payment period and provide the Contractor with a defined and regular payment over the life of the contract. Contract Number: # CO 11659 Page 11 of 26, Master Contract for' Grants - Standard Terms and Conditions (August 2014) reports shall be used to determine funding levels appropriate to the next annual contract period. h) Interim Reimbursement: The State Agency shall generate vouchers on an interim basis and at the amounts requested by the Contractor as set forth in Attachment D (Payment and Reporting Schedule). . i) Fifth Quarter Pa,, mom$ Fifth quarter payment shall be paid to the Contractor at the conclusion of the final scheduled payment period of the preceding contract period. The State Agency shall use a written directive for fifth quarter financing. The State Agency shall generate a voucher in the fourth quarter of the current contract year to pay the scheduled payment for the next contract year. 3. The Contractor shall also submit supporting fiscal documentation for the expenses claimed. 4. The State reserves the right to withhold up to fifteen percent (15%)"of the total amount of the Master Contract as security for the faithful completion of services or work, as applicable, under the Master Contract. This amount may be withheld in whole or in part from any single payment or combination of payments otherwise due under the Master Contract. In the event that such withheld funds are insufficient to satisfy Contractor's obligations to the State, the State may pursue all available remedies, including the right of setoff and recoupment. 5. The State shall not be liable for payments on the Master Contract if it is made pursuant to a Community Projects Fund appropriation if insufficient monies are available pursuant to Section 99-d of the State Finance Law. 6. All vouchers submitted by the Contractor pursuant to the Master Contract shall be submitted to the State Agency no later than thirty (30) calendar days after the end date of the period for which reimbursement is claimed. In no event shall the amount received by the Contractor exceed the budget amount approved by the State Agency, and, if actual expenditures by the Contractor are less than such sum, the amount payable by the State Agency to the Contractor shall not exceed the amount of actual expenditures. 7. All obligations must be incurred prior to the end date of the contract. Notwithstanding the provisions of Section III(C)(6) above, with respect to the final period for which reimbursement is claimed, so long as the obligations were incurred prior to the end date of the contract, the Contractor shall have up to ninety (90) calendar days after the contract end date to make expenditures; provided, however, that if the Master Contract is funded, in whole or in part, with Federal funds, the Contractor shall have up to sixty (60) calendar days after the contract end date to make expenditures. D. Identifying Information and Privacy Notification: 8 Fifth Quarter Payments occurs where there are scheduled payments and where there is an expectation that services will be continued through renewals or subsequent contracts. Fifth Quarter Payments allow for the continuation of scheduled payments to a Contractor for the first payment period quarter of an anticipated renewal or new contract. Contract Number: # CO11659 Page 12 of 26, Master Contract for Grants -. Standard Terms and Conditions (August 2014) 1. Every voucher or New York State Claim for Payment submitted to a State Agency by the Contractor, for payment for the sale of goods or services or for transactions (e.g., leases, easements, licenses, etc.) related to real or personal property, must include the Contractor's Vendor Identification Number assigned by the Statewide Financial System, and any or all of the following identification numbers: (i) the Contractor's Federal employer identification number, (ii) the Contractor's Federal social security number, and/or (iii) DUNS number. Failure to include such identification number or numbers may delay payment by the State to the Contractor. Where the Contractor does not have such number or numbers, the Contractor, on its voucher.or Claim for Payment, must provide the reason or reasons for why the Contractor does not have such number or numbers. 2. The authority to request the above personal information from a seller of goods or services or a lessor of real or personal property,, and the authority to maintain such information, is found in Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to the State is mandatory. The principle 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. The personal information is requested by the purchasing unit of the State Agency contracting to purchase the goods or services or lease the real or personal property covered by the Master Contract. This information is maintained in the Statewide Financial System by the Vendor Management Unit within the Bureau of State Expenditures, Office of the State Comptroller, 110 State Street, Albany, New York, 12236. E. Refunds: 1. In the event that the Contractor must make a refund to the State for Master Contract -related activities, including repayment of an advance or an audit disallowance, payment must be made payable as set forth in Attachment A-1 (Program Specific Terms and Conditions). The Contractor must reference the contract number with.its payment and include a brief explanation of why the refund is being made. Refund payments must be submitted to the Designated Refund Office at the address specified in Attachment A-1 (Program Specific Terms and Conditions). 2. If at the end or termination of the Master Contract, there remains any unexpended balance of the monies advanced under the Master Contract in the possession of the Contractor, the Contractor shall make payment within forty-five (45) calendar days of the end or termination of the Master Contract. In the event that the Contractor fails to refund such balance the State may pursue all available remedies. F. Outstanding Amounts Owed to the State: Prior period overpayments (including, but not limited to, contract advances in excess of actual expenditures) and/or audit recoveries associated with the Contractor may be recouped against future payments made under this Master Contract to Contractor. The recoupment generally begins with the first payment made to the Contractor following identification of the overpayment and/or audit recovery amount. In the event that. there are no payments to apply recoveries against, the Contractor shall make payment as provided in Section III(E) (Refunds) herein. G. Program and Fiscal Reporting Requirements: Contract Number: # CO 11659 Page 13 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) 1. The Contractor shall submit required periodic reports in accordance with the. applicable schedule provided in Attachment D (Payment and Reporting Schedule). All required reports or other work products developed pursuant to the Master Contract must be completed as provided by the agreed upon work schedule in a manner satisfactory and acceptable to the State Agency in order for the Contractor to be eligible for payment. 2. Consistent with the selected reporting options in Attachment D (Payment and Reporting Schedule), the Contractor shall comply with the following applicable provisions: a) If the Expenditure Based Reports option is indicated in Attachment D (Payment and Reporting Schedule), the .Contractor shall provide the State Agency with one or more of the following reports as required by the following provisions and Attachment D (Payment and Reporting Schedule) as applicable: (i) Narrative/Qualitative Report: The Contractor shall submit, on a quarterly basis, not later than the time period listed in Attachment D (Payment and Reporting Schedule), a report, in narrative form, summarizing the services rendered during the quarter. This report shall detail how the Contractor has progressed toward attaining the qualitative goals enumerated ' in Attachment C (Work Plan).. This report should address all goals and objectives of the project and include a discussion of problems encountered and steps taken to solve them. (ii) Statistical/Quantitative Report: The Contractor shall submit, on a quarterly basis, not later than the. time period listed in Attachment D (Payment and Reporting Schedule), a detailed report analyzing the quantitative aspects of the program plan, as appropriate (e.g., number of meals served, clients transported, patient/client encounters, procedures performed, training sessions conducted, etc.) (iii) Expenditure Report: The Contractor shall submit, on a quarterly basis, not later than the time period listed in Attachment D (Payment and Reporting Schedule), a detailed expenditure report, by object of expense. This report shall accompany the voucher submitted for such period. (iv) Final Report: The Contractor shall submit a final report as required by the Master Contract, not later than the time period listed in Attachment D (Payment and Reporting Schedule) which reports on all aspects of the program and detailing how the use of funds were utilized in achieving the goals set forth in Attachment C (Work Plan). (v) Consolidated Fiscal Report (CFR): The Contractor shall submit a CFR, which includes a year-end cost report and final claim not later than the time period listed in Attachment D (Payment and Reporting Schedule). b) If the Performance -Based Reports option is indicated in Attachment D (Payment and Reporting Schedule), the Contractor shall provide the State Agency with the following reports as required by the following provisions and Attachment D (Payment and Reporting Schedule) as applicable: Contract Number: # CO 11659 Page. 14 of 26, Master. Contract for Grants Standard Terms and Conditions (August 2014) (i) Progress Report: The Contractor shall provide the State Agency with a written progress report using the forms and formats as provided by the State Agency, summarizing the work performed during the period. These reports shall detail the Contractor's progress toward attaining the specific goals enumerated in Attachment C (Work Plan). Progress reports shall be submitted in a format prescribed in the Master Contract. (ii) Final Progress Report: Final scheduled payment is due during the time period set forth in Attachment D (Payment and Reporting Schedule). The deadline for submission of the final report shall be the date set forth in Attachment D (Payment and Reporting Schedule). The State Agency shall complete its audit and notify the Contractor of the results no later than the date set forth. in Attachment D (Payment and Reporting Schedule). Payment shall be adjusted by the State Agency to reflect only .those services/expenditures that were made in accordance with the Master Contract. The Contractor shall submit a detailed comprehensive final progress report not later than the date set forth in Attachment D (Payment and Reporting Schedule), summarizing the work performed during the entire Contract Term (i.e., a cumulative report), in the forms and formats required. 3. In addition to the periodic reports stated above, the Contractor may be required (a) to submit such other reports as are required in Table 1 of Attachment D (Payment and Reporting Schedule), and (b) prior to receipt of final payment under the Master Contract, to submit one or more final reports in accordance with the form, content, and schedule stated in Table 1 of Attachment D (Payment and Reporting Schedule). H. Notification of Significant Occurrences: 1. If any specific event or conjunction of circumstances threatens the successful completion of this project, in whole or in part, including where relevant, timely completion of milestones or other program requirements, the Contractor agrees to submit to the State Agency within three (3) calendar days of becoming aware of the occurrence or of such problem, a written description thereof together with a recommended solution thereto.. 2. The Contractor shall immediately notify in writing the program manager assigned to the Master Contract of any unusual incident, occurrence, or event that involves the staff, volunteers, directors or, officers of the Contractor, any subcontractor or program participant funded through the Master Contract, including but not limited to the following: death or serious injury; an arrest or possible criminal activity that could impact the successful completion of this project; any destruction of property; significant damage to the physical plant of the Contractor; or other matters of a similarly serious nature. IV. ADDITIONAL CONTRACTOR OBLIGATIONS, REPRESENTATIONS AND WARRANTIES A. Contractor as an Independent Contractor/Employees: 1. The State and the Contractor agree that the Contractor is an independent contractor, and not an employee of the State and may neither hold itself out nor claim to be an officer, employee, or subdivision of the State nor make any claim, demand, or application to or for any right based upon any different status. Notwithstanding the foregoing, the State and the Contractor Contract Number: # CO11659 , Page 15 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) agree that if the Contractor is a New York State municipality, the Contractor shall be permitted to hold itself out, and claim, to be a subdivision of the State. The Contractor shall be solely responsible for the recruitment, hiring, provision, of employment benefits, payment of salaries and management of its project personnel. These functions shall be carried out in accordance with the provisions of the Master Contract, and all applicable Federal and State laws and regulations. 2. The Contractor warrants that it, its staff, and any and all subcontractors have all the necessary licenses, approvals, and certifications currently required by the laws of any applicable local, state, or Federal government to perform the services or work, as applicable, pursuant to the Master Contract and/or any subcontract entered into under the Master ;Contract. The Contractor further agrees that such required licenses, approvals, and certificates shall be kept in full force and effect during the term of the Master Contract, or any extension thereof, and to secure any new licenses, approvals, or certificates within the required time frames and/or to require its staff and subcontractors to obtain the requisite licenses, approvals, or certificates. In the event the Contractor, its staff, and/or subcontractors are notified of a denial or revocation of any license, approval, or certification to perform the services or work, as applicable, under the Master Contract, Contractor shall immediately notify the State. B. Subcontractors: 1. If the Contractor enters into subcontracts for the performance of work `pursuant to the Master Contract, the Contractor shall take full responsibility for. the acts and omissions of its subcontractors. Nothing in the subcontract shall impair the rights of the State under the Master Contract. No contractual relationship shall be deemed to exist between the subcontractor and the State. 2. If requested by the State, the Contractor agrees not to enter into any subcontracts, or revisions to subcontracts, that are in excess of $100,000 for the performance of the obligations contained herein until it has received the prior written permission of the State, which shall have the right to review and approve each and every subcontract in excess of $100,000 prior to giving written permission to the Contractor to enter into the subcontract. All agreements between the Contractor and subcontractors shall be by written contract, signed . by individuals authorized to bind the parties. All such subcontracts shall contain provisions for. specifying (1) that the work performed by the subcontractor must be in accordance with the terms of the Master Contract, (2) that nothing contained in the 'subcontract shall impair the rights of the State under the Master Contract, and (3) that nothing contained in the subcontract, nor under the Master Contract, shall be deemed to create any contractual relationship between the subcontractor and the State. In addition, subcontracts shall contain any other provisions which are required to be included in subcontracts pursuant to the terms herein. 3. If requested by the State, prior to executing a subcontract, the Contractor agrees to require the subcontractor to provide to the State the information the State needs. to determine whether a proposed subcontractor is a responsible vendor. 4. If requested by the State, when a subcontract equals or exceeds $100,000, the subcontractor shall submit a Vendor Responsibility Questionnaire (Questionnaire). Contract Number: # CO 11659 Page 16 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) 5. If requested by the State, upon the execution of a subcontract, the Contractor shall provide detailed subcontract information (a copy of subcontract will suffice) to the State within fifteen (15) calendar days after execution.. The State may request from the Contractor copies of subcontracts between a subcontractor and its subcontractor. 6. The Contractor shall require any and all subcontractors to submit to the Contractor all financial claims for Services or work to the. State agency, as applicable, rendered and required supporting documentation and reports as necessary to permit Contractor to meet claim deadlines and documentation requirements as established in Attachment D (Payment and Reporting Schedule) and Section III. Subcontractors shall be paid by the Contractor on a timely basis after submitting the required reports and . vouchers for reimbursement of services or work, as applicable. Subcontractors shall be informed by the Contractor of the possibility of non-payment or rejection by the Contractor of claims that do not contain the required information, and/or are not received by the Contractor by said due date. C. Use Of Material, Equipment, Or Personnel: 1. The Contractor shall not use materials, equipment, or personnel paid . for under the Master Contract for any activity other than -those provided for under the Master Contract, except with the State's prior written permission. 2. Any interest accrued on funds paid to the Contractor by the State shall be deemed to be the property of the State and shall either be credited to the State at the close-out of the Master Contract or, upon the written permission of the State, shall be expended on additional services or work, as applicable, provided for under the Master Contract. D. Property: 1. Property is real property, equipment, or tangible personal property having a useful life of more than one year and an acquisition cost of $1,000 or more per unit. a) If an item of Property required by the Contractor is available as surplus to the State, the State at its sole discretion, may arrange to provide such Property to the Contractor in lieu of the purchase of such Property. b) If the State consents in writing, the Contractor may retain possession of Property owned by the State, as provided herein, after the termination of the Master Contract to use for similar purposes. Otherwise, the Contractor shall return such Property to the State at the Contractor's cost and expense upon the expiration of the Master Contract. c) In addition, the Contractor agrees to permit the State to inspect the Property and to monitor its use at reasonable intervals during the Contractor's regular business hours. d) The Contractor shall be responsible for maintaining and repairing Property purchased or procured under the Master Contract at its own cost and expense. The Contractor shall procure and maintain insurance at its own cost and expense in an amount satisfactory to the State Agency, naming the State Agency as an additional insured, covering the loss, theft or destruction of such equipment. Contract Number: # CO 11659 Page 17 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) e) A rental charge to the Master Contract for a piece of Property owned by the Contractor shall not be allowed. f) The State has the right to review and approve in writing any new contract for the purchase of or lease for rental of Property (Purchase/Lease Contract) operated in connection with the provision of the services or work, as applicable, as specified • in the Master Contract, if applicable, and any modifications, amendments, or extensions of an existing lease or purchase prior to its execution. If, in its discretion, the State disapproves of any Purchase/Lease Contract, then the State shall not be obligated to make any payments for such Property. g) No member, officer, director or employee of the Contractor shall retain or acquire any interest, direct or indirect, in any Property, paid for with funds under the Master Contract, nor retain any interest, direct or indirect, in such, without full and complete prior disclosure of such interest and the date of acquisition thereof, in writing to the Contractor and the State. 2. For non -Federally -funded contracts, unless otherwise provided herein, the State shall have the following rights to Property purchased with funds provided under the Master Contract: a) For cost -reimbursable contracts, all right, title and interest in such Property shall belong to the State. b) For performance-based contracts, all right, title and interest in such Property shall belong to the Contractor. 3. For Federally funded contracts, title to Property whose requisition cost is borne in whole or in part by monies provided under the Master, Contract shall be governed by the terms and conditions of Attachment A-2 (Federally Funded Grants and Requirements Mandated by Federal Laws). 4. Upon written direction by the State, the Contractor shall maintain an inventory of all Property that is owned by the State as provided herein. 5. The Contractor shall execute any documents which the State may reasonably require to effectuate the provisions of this section. E. Records and Audits: 1. General: a) The Contractor shall establish and maintain, in paper or electronic format, complete and accurate books, records, documents, receipts, accounts, and other evidence directly pertinent to its performance under the Master Contract (collectively, Records). b) The Contractor agrees to produce and retain for the balanceof the term of the Master Contract, and for a period of six years from the later of the date of (i) the Master Contract and (ii) the most recent renewal of the Master Contract, any and all Records. necessary to substantiate upon audit, the proper deposit and expenditure of funds received under .the Master Contract. Such Records may include, but not be limited to, original books of entry Contract Number: # CO 11659 Page 18 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) (e.g., cash disbursements and cash receipts journal), and the following specific records (as applicable) to substantiate the types of expenditures noted: (i) personal service expenditures: cancelled checks and the related bank statements, time and attendance records, payroll journals, cash and check disbursement records including copies of money orders and the like, vouchers and invoices, records of contract labor, any and all records listing payroll and the money value of non-cash advantages provided to employees, time cards, work schedules and logs, employee personal history folders, detailed and general ledgers, sales records, miscellaneous reports and returns (tax and otherwise), and cost allocation plans, if applicable. (ii) payroll taxes and fringe benefits: cancelled checks, copies of related bank statements, cash and check disbursement records including copies of money orders and the like, invoices for fringe benefit expenses, miscellaneous reports and returns (tax and otherwise), and cost allocation plans, if applicable. (iii) non -personal services expenditures: original invoices/receipts, cancelled checks and related bank statements, consultant agreements, leases, and cost allocation plans, if applicable. (iv) receipt and deposit of advance and reimbursements: itemized bank stamped deposit slips, and a copy of the related bank statements. c) The OSC, AG and any other person or entity authorized to conduct an examination, as well as the State Agency or State Agencies involved in the Master Contract that provided funding, shall have access to the Records during the hours of 9:00 a.m. until 5:00 p.m., Monday through Friday (excluding State recognized holidays), 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. d) The State shall protect from public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers Law provided that: (i) the Contractor shall timely inform an appropriate State official, in writing, that said records should not be disclosed; and (ii) said records shall be sufficiently identified; and (iii) designation of said records, as exempt under Section 87 of the Public Officers Law, is reasonable. e) Nothing contained herein shall diminish, or in any way adversely affect, the ' State's rights in connection with its audit and investigatory authority or the State's rights in connection with discovery in any pending or future litigation. 2. Cost Allocation: a) For non-performance based contracts, the proper allocation of the Contractor's costs must be made according to a cost allocation plan that meets the requirements of OMB Circulars A- 87, A-122, and/or A-21. Methods used to determine and assign costs shall conform to generally accepted accounting practices and shall be consistent with the method(s) used by the Contractor to determine costs for other operations or programs. Such accounting standards and practices shall be subject to approval of the State. Contract Number: # C011659 Page 19 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) b) For performance based milestone contracts, or for the portion of the contract amount paid on a performance basis, the Contractor shall maintain documentation demonstrating that milestones were attained. 3. Federal Funds: For records and audit provisions governing Federal funds, please see Attachment A-2 (Federally Funded Grants and Requirements Mandated by Federal Laws).. F. Confidentiality: The Contractor agrees that it shall use and maintain personally identifiable information relating to individuals who may receive services, and their families pursuant to the Master Contract, or any other information, data or records marked as, or reasonably deemed, confidential by the State (Confidential Information) only for the limited purposes of the Master Contract and in conformity with applicable provisions of State and Federal law. The Contractor (i) has an affirmative obligation to safeguard any such Confidential Information from unnecessary or unauthorized disclosure and (ii) must comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 899 -aa; State Technology Law Section 208). G. Publicity: 1. Publicity includes, but is not limited to: news conferences; news releases; public announcements; advertising; brochures; reports; discussions or presentations at conferences or meetings; and/or the inclusion of State materials, the State's name or other such references to the State in any document or forum. Publicity regarding this project may not be released without prior written approval from the State. 2. Any publications, presentations or announcements of conferences, meetings or trainings which are funded in whole or in part through any activity supported under the Master Contract may not be published, presented or announced without prior approval of the State. Any such publication, presentation or announcement shall: a) Acknowledge the support of the State of New York and, if funded with Federal funds, the applicable Federal funding agency; and b) State that the opinions, results, findings and/or interpretations of data contained therein are the responsibility of the Contractor and do not necessarily represent the opinions, interpretations or policy of the State or if funded with Federal funds, the applicable Federal funding agency. 3. Notwithstanding the above, (i) if the Contractor is an educational research institution, the Contractor may, for scholarly or academic purposes, use, present, discuss, report or publish any material, data or analyses, other than Confidential Information, that derives from activity under the Master Contract and the Contractor agrees to use best efforts to provide copies of any manuscripts arising from Contractor's performance under this Master Contract, or if requested by the State, the Contractor shall provide the State with a thirty (30) day period in which to review each manuscript for compliance with Confidential Information requirements; or (ii) if the Contractor is not an educational research institution, the Contractor may submit for publication, scholarly or academic publications that derive from activity under the Master Contract (but are not. deliverable under the Master Contract), provided that the Contractor first Contract Number: # CO 11659 Page 20 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) submits such manuscripts to the State forty-five (45) calendar days prior to submission for consideration by a publisher in order for the State to review the manuscript for compliance with confidentiality requirements and restrictions and to make such other comments as the State deems appropriate. All derivative publications shall follow the same acknowledgments and disclaimer as described in Section IV(G)(2) (Publicity) hereof. H. Web -Based Applications -Accessibility: Any web -based intranet and Internet information and applications development, or programming delivered pursuant to the Master Contract or procurement shall comply with New York State Enterprise IT Policy NYS-P08-005, Accessibility Web -Based Information and Applications, and New York State Enterprise IT Standard NYS-S08- 005, Accessibility of Web -Based Information Applications, as such policy or standard may be amended, modified or superseded, which requires that State Agency web -based intranet and Internet information and applications are accessible to person with disabilities. Web content must conform to New York State Enterprise IT Standards NYS-S08-005, as determined by quality assurance testing. Such quality assurance testing shall be conducted by the State Agency and the .results of such testing must be satisfactory to the State Agency before web content shall be considered a qualified deliverable under the Master Contract or procurement. I. Non -Discrimination Requirements: Pursuant to 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 and sub -contractors will not discriminate against any employee or applicant for employment because of race, creed (religion), color, sex (including gender expression), national origin, sexual orientation, military status, age, disability,. predisposing genetic characteristic, marital status or domestic violence victim status, and shall also follow the requirements of the Human Rights Law with regard to non-discrimination on the basis of prior criminal conviction and prior arrest. Furthermore, in accordance with Section 220-e of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that the Master Contract shall be performed within the State of New York, the 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 the Master Contract. If this is a building service contract as defined in Section 230. of the Labor Law, then, in accordance with Section 239 thereof, the 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 the Master Contract. The Contractor shall be subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 239 of the Labor Law. J. Equal Opportunities for Minorities and Women; Minority and Women Owned Business Enterprises: In accordance with Section 312 of the Executive Law and 5 NYCRR 143, if the Master Contract, is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of $25,000.00, whereby a contracting State Agency is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to the contracting State Agency; or (ii) a written, agreement in excess of $100,000.00 whereby a contracting State 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 Contract Number: # CO11659 Page 21 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) $100,000.00 whereby the owner of a State assisted housing project is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon for such project, then the Contractor certifies and affirms that (i) it is subject to Article 15-A of the Executive Law which includes, but is not limited to, those provisions concerning the maximizing of opportunities for the participation of minority and women - owned business enterprises and (ii) the following provisions shall apply and it is Contractor's equal employment opportunity policy that: L. The Contractor shall not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or marital status; 2. The Contractor shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on State contracts; 3. The Contractor shall undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation; 4. At the request of the State, 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 shall not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative shall affirmatively cooperate in the implementation of the Contractor's obligations herein; and 5. The Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of the State contract, all qualified applicants shall be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. . The Contractor shall include the provisions of subclauses 1 — 5 of this Section (IV)(J), in every subcontract over $25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (Work) except where the Work is for the beneficial use of the.Contractor. Section 312 of the Executive Law does not apply to: (i) work, goods or services unrelated to the Master Contract; or (ii) employment outside New York State. The State shall consider compliance by the Contractor or a subcontractor with the requirements of any Federal law concerning equal employment opportunity which effectuates the purpose of this section. The State 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 State shall waive the applicability of Section 312 of the Executive Law to the extent of such duplication or conflict. The Contractor shall comply with all duly promulgated and lawful rules and regulations of the Department of Economic Development's Division of Minority and Women's Business Development pertaining hereto. K. 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 minority and Contract Number: # CO 11659 Page 22 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) women -owned business enterprises, as bidders, subcontractors and suppliers on its procurement contracts. 1. If the total dollar amount of the Master Contract is greater than $1 million, the Omnibus Procurement Act of 1992 requires that by signing the Master Contract, the Contractor certifies the following: a) The Contractor has made reasonable efforts to encourage the participation of State business enterprises as suppliers and subcontractors, including certified minority and women - owned business enterprises, on this project, and has retained the documentation of these efforts to be provided upon request to the State; b) The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92- 261); as amended; c) The Contractor agrees to make reasonable efforts to provide notification to State residents of employment opportunities on this project through listing any such positions with the Job Service Division of the New York State Department of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. The Contractor agrees to document these efforts and to provide said documentation to the State upon request; and d) The Contractor acknowledges notice that the State may seek to obtain offset credits from foreign countries as a result of the Master Contract and agrees to cooperate with the State in these efforts. L. Workers' Compensation Benefits: 1. In accordance with Section 142 of the State Finance Law, the Master Contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of the Master Contract for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law. l 2. If a Contractor believes they are exempt from the Workers Compensation insurance requirement they must apply for an exemption. M. Unemployment Insurance Compliance: The Contractor shall remain current in both its quarterly reporting and payment of contributions -or payments in lieu of contributions, as applicable, to the State Unemployment Insurance system as a condition of maintaining this grant. The Contractor hereby authorizes the State Department of Labor to disclose to the State Agency staff only such information as is necessary to determine the Contractor's compliance with the State Unemployment Insurance Law. This includes, but.is not limited to, the following: 1. any records of unemployment insurance (UI) contributions, interest, and/or penalty payment arrears or reporting delinquency; 2. any debts owed for UI contributions, interest, and/or penalties; Contract Number: # CO 11659 Page 23 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) 3. the history and results of any audit or investigation; and 4. copies of wage reporting information. Such disclosures are protected under Section 537 of the State Labor Law, which makes it a misdemeanor for the recipient of such information to use or disclose the information for any purpose other than the performing due diligence as a part of the approval process for the Master Contract. N. Vendor Responsibility: 1. If a Contractor is required to complete a Questionnaire, the Contractor covenants and represents that it has, to the best of its knowledge, truthfully, accurately and thoroughly completed such Questionnaire. Although electronic filing is preferred, the Contractor may obtain a paper form from the OSC prior to execution of the Master Contract. The Contractor further covenants and represents that as of the date of execution of the Master Contract, there are no material events, omissions, changes or corrections to such document requiring an amendment to the Questionnaire. 2. The Contractor shall provide to the State updates to the Questionnaire if any material event(s) occurs requiring an amendment or as new information material to such Questionnaire becomes available. 3. The Contractor shall, in addition, promptly report to the State the initiation of any investigation or audit by a governmental entity with enforcement authority with respect to any alleged violation of Federal or state law by the Contractor, its employees, its officers and/or directors in connection with matters involving, relating to or arising out of the Contractor's business. Such report shall be made within five (5) business days following the Contractor becoming aware of such event, investigation, or audit. Such report may be considered by the State in making a Determination of Vendor Non -Responsibility pursuant to this section. 4. The State reserves the right, in its sole discretion, at any time during the term of the Master Contract: a)' to require updates or clarifications to the Questionnaire upon written request; b) to inquire about information included in or required information omitted from the Questionnaire; c) to require the Contractor to provide such information to the State within a reasonable timeframe; and d) to require as a condition precedent to entering into the Master Contract that the Contractor agree to such additional conditions as shall be necessary to satisfy the State that the Contractor is, and shall remain, a responsible vendor; and e) to require the Contractor to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity: By signing the Master Contract, the Contractor agrees Contract Number: # CO11659 Page 24 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) to comply with any such additional conditions that have been made a part of the Master Contract. 5. The State, in its sole discretion, reserves the right to suspend any or all activities under the Master Contract, at any time, when it discovers information that calls into question the responsibility of the Contractor. In -the event of such suspension, the Contractor shall be given written notice outlining the particulars of such suspension. Upon issuance of such notice, the Contractor must comply with the terms of the suspension order. Contract activity may resume at such time as the State issues a written notice authorizing a resumption of performance under the Master Contract. 6. The State, in its sole discretion, reserves the right to make a final Determination of Non - Responsibility at any time during the term of the Master Contract based on: a) any information provided in the Questionnaire and/or in any updates, clarifications or amendments thereof, or b) the State's discovery of any material information which pertains to the Contractor's responsibility. 7. Prior to making a final Determination of Non -Responsibility, the State shall provide written notice to the Contractor that it has made a preliminary determination of non- responsibility. The State shall detail the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard. O. Charities Registration: If applicable, the Contractor agrees to (i) obtain not-for-profit status, a Federal identification number, and a charitable registration number (or a declaration of exemption) and to furnish the State Agency with this information as soon as it is available, (ii) be in compliance with the OAG charities registration requirements at the time of the awarding of this Master Contract by the State and (iii) remain in compliance with the OAG charities registration requirements throughout the term of the Master Contract. P. 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. Q. Wage and Hours Provisions: If this is.a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 .thereof, neither Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing .wage rate and pay or provide the 9 Not applicable to not-for-profit entities. Contract Number: # C011659 Page 25 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law. Additionally, effective April 28, 2008, if this is a public work contract covered by Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner consistent with Subdivision 3-a of Section 220, of the Labor Law shall be condition precedent to payment by the State of any State approved sums due and owing for work done upon the project. Contract Number: # CO 11659 Page 26 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) Attachment A-1 Program Specific Terms and Conditions New York State. Department of . Agriculture and Markets These special conditions apply to the administrative aspects of this particular Agreement., These special conditions cannot be change. RESPONSIBILITY REQUIREMENTS A. The Department is required to undertake an affirmative review of the responsibility of any vendor to which it proposes to make an Agreement award. Such review shall be designed to provide reasonable assurances that the proposed Contractor is responsible. In undertaking such review, the Department must comply with the following standards: a. In all cases, the Department must consider any information that has come to its attention from the proposed Contractor or any other source that would raise issues concerning the proposed Contractor's responsibility. b. In the case of any Agreement valued at $100,000 or more, the Department must affirmatively require disclosure by the proposed Contractor of all information that the Department . reasonably deems relevant to a determination of responsibility by completing a Vendor Responsibility Questionnaire. B. The Contractor shall at all times during the Agreement term remain responsible. The Contractor agrees, if requested by Commissioner or his or her designee, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity. C. The Commissioner or his or her designee, in his or her sole discretion, reserves the right to suspend any or all activities under this Agreement, at any time, when he or she discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor will be given written notice outlining the particulars. of such suspension. 'Upon 'issuance of such notice, the Contractor must comply with the terms of the suspension. order. Agreement activity may resume at such time as the Commissioner or his or her designee issues a written notice authorizing a resumption of performance under the Agreement. Attachment A-1 C011659 D. Upon written notice to the Contractor, and a reasonable opportunity to be heard with appropriate Commissioner officials or staff, the Agreement may be terminated by Commissioner or his or her designee at the Contractor's expense where the Contractor is determined by the Commissioner or his or her designee to be non - responsible. In such. event, the Commissioner or his or her designee may complete the contractual requirements in any manner he or she may deem advisable and pursue available legal or equitable remedies for breach. PARTICIPATION BY MINORITY GROUP MEMBERS AND WOMEN WITH RESPECT TO STATE CONTRACTS: REQUIREMENTS AND PROCEDURES I. General Provisions A. The Department of Agriculture and Markets ("Department") is required to implement the provisions of New York State Executive Law Article 15-A and 5 NYCRR Parts 142-144 ("MWBE Regulations") for all State agreements as defined therein, with a value (1) in excess of $25,000 for labor, services, equipment, materials, or any combination of the foregoing or (2) in excess of $100,000 for real property renovations and construction. B. The Contractor to the subject agreement (the "Contractor" and the "Agreement," respectively) agrees, in addition to any other nondiscrimination provision of the Agreement and at no additional cost to the Department, to- fully comply and cooperate with the Department in the implementation of New York State Executive Law Article 15-A. These requirements include equal employment opportunities for minority group members and women ("EEO") and agreement opportunities for certified minority and women -owned business enterprises ("MWBEs"). The Contractor's demonstration of "good faith efforts" pursuant to 5 NYCRR §142.8 shall be a part of these requirements. These provisions shall be deemed supplementary to, and not in lieu of, the nondiscrimination provisions required by New York State Executive Law Article 15 (the "Human Rights Law") or other applicable federal, state or local laws. C. Failure to comply with all of the requirements herein may result in a finding of non- responsiveness,- non -responsibility and/or a breach of the Agreement, leading to the withholding of funds or such other actions, liquidated damages pursuant to Section VII of this Appendix or enforcement proceedings as allowed by the Agreement. II: Agreement Goals A. For purposes of this procurement, the Department hereby establishes an overall goal - of _0_% for Minority and Women -Owned Business Enterprises ("MWBE") Attachment A-1 C011659 participation, –0—% for Minority -Owned Business Enterprises ("MBE") participation and _0_% for Women -Owned Business Enterprises ("WBE") participation (based on the current availability of qualified MBEs and WBEs). B. For purposes of providing meaningful participation by MWBEs on the Agreement and achieving the Agreement Goals established in Section II -A hereof, the Contractor should reference the directory of New York State Certified MWBEs found at the following internet address: http://www.esd.nv.fyov/mwbe.html. Additionally, the Contractor is encouraged to contact the Division of Minority and Woman Business Development ((518) 292-5250; (212) 803-2414; or (716) 846- 8200) to discuss additional methods of maximizing participation by MWBEs on the Agreement. C. Where MWBE goals have been established herein, pursuant to 5 NYCRR §142.8, the Contractor must document "good faith efforts" to provide meaningful participation by MWBEs as subcontractors or suppliers in the performance of the Agreement. In accordance with §316-a of Article 15-A and 5 NYCRR §142.13, the Contractor acknowledges that if the Contractor is. found to have willfully and intentionally failed to comply with the MWBE participation goals set forth in the Agreement, such a finding constitutes a breach of the Agreement and the Contractor shall be liable to the Department for liquidated or other appropriate damages, as set forth herein. III. Equal Employment Opportunity (EEO) 1, A. The Contractor agrees to be bound by the provisions of Article 15-A and the MWBE Regulations promulgated by the Division of Minority and Women's Business Development of the Department of. Economic Development (the "Division"). If any of these terms or provisions conflict with applicable law or regulations, such laws and regulations shall supersede these requirements. B. The Contractor shall comply with the following provisions of Article 15-A: 1. The Contractor and subcontractors shall undertake or continue existing EEO programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. For these purposes, EEO shall apply in the areas of recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination and rates of pay .or other forms of compensation. 2. The Contractor shall submit an EEO policy statement to the Department within seventy-two (72) hours after the date of the notice by the Department to award the Agreement to the Contractor. Attachment A-1 C011659 3 3. If the ..Contractor or subcontractor does not have an existing EEO policy statement, the Department may provide the Contractor or subcontractor a model statement (see Form "MWBE/EE01 — Minority and Women -Owned Business Enterprises Equal Employment Opportunity Policy Statement). 4. The Contractor's EEO policy statement shall include the following language: a. The Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex; age, disability or marital status, will undertake or continue existing EEO programs to ensure that minority group members and women are afforded equal employment opportunities -without discrimination, and shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force. b. The Contractor shall state in all solicitations or advertisements for employees that, in the performance of the 'Agreement, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. c. The Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement :or understanding, to furnish a written statement that such employment agency, labor union, or representative will not discriminate on the basis of race, creed, color, national origin, sex, age; disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the Contractor's obligations herein. d. The Contractor will include the provisions of Subdivisions (a) through (c) of this Subsection 4 and Paragraph "E" of this Section III, which provides. for relevant provisions of the Human Rights Law, in every subcontract in such a manner that the requirements of the subdivisions will be binding upon each subcontractor as to work in connection with the Agreement. C. Form MWBE/EE02 — Staffing Plan To ensure compliance with this Section, the Contractor shall submit a Staffing Plan to document the composition of the proposed workforce to be utilized in the performance of the Agreement by the specified categories listed, including ethnic background, gender, and Federal occupational categories. The Contractors shall complete the Staffing Plan Form and submit it as part of their bid or proposal or within a reasonable time, but no later than the -time of award of the Agreement. D. Form _ MWBE/EE03 — Workforce Employment Utilization Report ("Workforce Report") 1. Once an,agreement has been awarded and during the term of the Agreement, the Contractor is responsible for updating and providing notice to the Attachment A-1 C011659 4 Department of any changes to the previously submitted Staffing Plan: This information is to be submitted on a quarterly basis during the term of the Agreement to report the actual workforce utilized in the performance of the Agreement by the specified categories listed including ethnic background, gender; and Federal occupational categories. The Workforce Report must be submitted to report this information. 2. Separate forms shall be completed by the Contractor and any .subcontractor performing work on the Agreement. 3. In limited instances, the Contractor may not be able to separate out the workforce utilized in the performance of the Agreement from the Contractor's and/or the subcontractor's total workforce. When a separation can be made, the Contractor shall submit the Workforce Report and. indicate that the information provided related to the actual workforce utilized on the Agreement. When the workforce to be utilized on the Agreement cannot be separated out from the Contractor's and/or the subcontractor's total workforce, the Contractor shall submit the Workforce Report and indicate that the information provided is the Contractor's total workforce during the subject time frame, not limited to work specifically under the Agreement. E. The Contractor shall comply with the provisions of the Human Rights Law, all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor and subcontractors shall not discriminate against any employee or applicant for employment because of race, creed (religion), color, sex, national origin, sexual orientation, military status, age, disability, predisposing genetic characteristic, marital status or domestic violence' victim status, and shall also follow the requirements of the Human Rights Law with regard to non-discrimination on the basis of prior criminal conviction and prior arrest. IV. MWBE Utilization Plan A. The Contractor represents and warrants that the Contractor has submitted ani MWBE Utilization Plan (MWBE/EEO4) either prior to, or at the time of, the execution of the Agreement. B. The Contractor agrees to use such MWBE Utilization Plan for the performance of MWBEs on the Agreement pursuant to the prescribed MWBE goals set forth in Section III -A of this. Appendix. C. The Contractor further agrees that a failure to submit and/or use such MWBE Utilization Plan shall constitute a material breach of the, terms of the Agreement. Upon the occurrence of such a material breach, the Department shall be entitled to any remedy provided herein, including but not limited to, a finding of the Contractor non -responsiveness. Attachment A-1 C011659 V. Waivers A. For Waiver Requests the Contractor should use Form MWBE/EE05 — Waiver Request. B. If the Contractor, after making "good faith efforts," is unable to comply with MWBE goals, the Contractor may submit a Request for Waiver Form documenting "good faith efforts" by the Contractor to meet such goals. If the documentation included with the waiver request is complete, the Department shall evaluate the request .and. issue a written notice of acceptance or denial within twenty (20) days of receipt. C. If the Department, upon review of the MWBE Utilization Plan and updated Quarterly MWBE Contractor Compliance Reports determines that the Contractor is failing or refusing to comply with the Agreement goals and no waiver has been issued in regards to such non-compliance, the Department may issue a notice of deficiency to the Contractor. The Contractor must respond to the notice of deficiency, within seven (7) business days of receipt. Such response may include a request for partial or total waiver of MWBE Agreement Goals. VI. Quarterly MWBE Contractor Compliance Report The Contractor is required to submit a Quarterly MWBE Contractor -Compliance Report (Form MWBE/EE06) to the Department by the 10th day following each end of quarter over the term of the Agreement documenting the progress made towards achievement of the MWBE goals of the Agreement. VII. Liquidated Damages — MWBE Participation A. Where the Department determines that the Contractor is not in compliance with the requirements of the Agreement and the Contractor refuses to comply with such requirements, or if the Contractor is found to have willfully and intentionally failed to comply with the MWBE participation goals, the Contractor shall be obligated to 'pay to the Department liquidated damages. B. Such liquidated damages shall be calculated as an amount equaling the difference between: 1. All sums identified for payment to contractual MWBE goals; and 2. All sums actually paid to. MWBEs under the Agreement. Attachment A-1 C011659 6 MWBEs had the Contractor achieved the for work performed or materials supplied C. In the event a determination has been made which requires the payment of liquidated damages and such identified sums have not been withheld by the Department, the Contractor shall pay such liquidated ' damages to the Department within sixty (60) days after they .are assessed by the Department unless prior to the expiration of such sixtieth day, the Contractor has filed a complaint with the Director of the Division of Minority and Woman Business Development pursuant to Subdivision 8 of §313 of the Executive Law in which event the liquidated damages shall be payable if the Director renders a decision in favor of the Department. Please Note: Failure to comply with the foregoing requirements may result in a finding of non -responsiveness, non -responsibility and/or a breach of the Agreement, leading to the withholding of funds, suspension or termination of the Agreement or such other actions or enforcement proceedings as allowed by the Agreement. The.forms referenced above can be found at: http://www.agriculture.nv.gov/MWBE.html. NOTICE Notices to the Department shall be addressed to: New York State Department of Agriculture and Markets Division of Land and Water Resources 10B Airline Drive Albany, New York 12235 Notices to the Contractor shall be addressed to: Town of Southold PO Box 1179 Southold, NY 11971 Attachment A-1 C011659 M Budget B-5 Budget C011659 Total Project State Share (25% of the Total Farm Name Cost Project Cost Wickham Farm 441,199.41 110,299.85 $ $ Salt Air Farm 619,125.22 154,781.31 $ $ Terry Farm 197,833.90 49,458.48 Latham Farm 298,159.00 74,539.75 Totals: 1,556,317.53 389,079.38 B-5 Budget C011659 Tonw of Southold Dike Rehabilitation Project Proiect D.escriution: C-1 After Superstorm Sandy hit Long -Island? s, coast, four and a half miles of levees (dikes or earthen berms) in Cutchogue and Orient were daivaged. The: dikes were ,severely breached. and/or .topped in several spots. and destabilized the. entire system. The tidal surge associated with thestorm-damaged:many..aeres,of land used for agricultural purposes. for the past 100 years. Theseearthen berms are important pieces of infrastructure thaf protect five faims..including. Salt Air Farre, Latham Farm, Driftwood Farm,.: Terry Farm and WickhainRuit Farm as well as over 700 acres of farnaland froni..flooding. Each fatm is..protected by a separate dike:and approximately 3,500 linear feet was damaged. The levees protect. the Pecoriic-Bay from agricultural run-off and avert saltwater intrusion to fresh water wetlands. The, estimated._ cost to. repair the -dikes is currently estimated at SIA million. Suffolk County applied for ENVP Rinding; however, guidelines .suggest that lending should only be. provided for freshwater projects.. This project was provid&&a. waiver'bytl e, United States.DepartmenIt of Agriculture (USDA) and .has the .ability. to access this funding (75"/0 .of the .overallproject cost). The local. township, Southold 'Down, has agreed .to be the sponsor of the dike. rehabilita.tion.projoct.for the local farm owners. Four eligible farms have agreed. to participate'iax the prog ain, sponsored by. the, National Resources Cnnseivation. Service (Division of the USDA). The project will require penn.itting (NYS.DEC, S:outh.old. Town Trustees and the. USACOE) and subsequent development of construction drawings and. specifications- (bid package) for a public. bid process. The construction.. documents' will define the manner. in NAiich'the earthen. berms -will be rehabilitated and/or enb.anced to. withstand .future tidal surges. Most of the "damaged areas were caused by' inature vegetation (trees) that- was- dainaged'by the heavy winds: When,trees were blown..bver by 'the historic storm it caused significant disturbance to t:he protective: stractui,e when the root systeti%v. re, unearthed.. The project will involve developing a rna.intenance program to ..remove woody vegetation alma 'the unaffected sections of the beams while reinoving existing vegetation along the areas.to::be:rehabilitated.. I'lic dikes Will be.enbanced'or strengthened by the use ofgeosynthetic. grids: and erosion control materials.. .Native vegetation will be proposed to provide erosion and sediment control. During construction each site will have a material staging area and cleanly .defined access roadways to repair the danioge'd .levee ZD sections. All construction shall be performed ill accordance, with I CJS's.dike constractioii standards and in a manner consistent with any conditions of .environmental permits 'obtaiue..d: for tbe- project, Construction is expected to colnniel..ice in -the fall. of 2013. -1.'l�2roposed.vvprk at eac11_taLili consistsof the followingv. Name of Farm- Dinuteed .mike Area tin -Damaged Dike Area Total Ai -ea Salt Air Farm 90,854 SF / 2,317 LF 27;090 SFJ 774 LF 11.7;944 S.F / 3,091 LF Latham Parol 54,000 Sl- / 1,3401,E J6 400 SF / 660 LF 50;400 SF / ?,UOU LF Wickhann Fame 49,700 SF / 1,530 LF 51.,800. SP / 1,450 IX 101,500 Sl? / 3,0 10 LF Y Terry Fann 25,500 SF" / 850 LF 0 SF/0 LP 251500 SF 1,95.0 LF C-1 Plan of Work C011659 The dainaged and un -damaged dike areas shall be included in a. 10 -year maintenance permit required to remove anywoody vegetation frons growing once the dikes are either rehabilitated/enhanced or whets the undamaged areas are :initially cleared. The maintenance permit. will also allow for the placement .of any supplemental fill requiredin areas that were subject to settlement: Any areas:that require erosion and sediment control shall be vegetated in accordance with the specified planting schedule (100% native). C-1 Plan of Work C011659 ATTACHMENT D PAYMENT AND REPORTING SCHEDULE I. PAYMENT PROVISIONS In full consideration of contract services to be performed the State Agency agrees to pay and the contractor agrees to accept a sum not to exceed the amount noted on the face page hereof. All payments shall be in accordance with the budget contained in the applicable Attachment B form (Budget), which is attached hereto. A. Advance Payment, Initial Payment and Recoupment. Language (if applicable): 1. The State agency will make an advance payment to the Contractor, during the initial period, in the amount of percent (_%) the budget as set forth in the most recently approved applicable Attachment B form (Budget). 2. The State Agency will make an initial payment to. the Contractor in the amount of percent C___� %) of the annual budget as set forth in the most recently approved applicable Attached B form (Budget). This paymentwill be no later than days from the beginning of the budget period. 3. Scheduled advance payments shall be due in accordance with an approved payment schedule as follows: Period: Amount: Due Date: Period: { Amount: Due Date: Period: Amount: Due Date: Period: Amount: Due Date: 4. Recoupment of any advance payment(s) shall be recovered by crediting ( %) percent of subsequent claims and such claims will be reduced until the advance is fully recovered within the contract period. B. Interim and/or Final Claims for Reimbursement Claiming Schedule (select applicable frequency): ❑ Quarterly Reimbursement Due Date: ❑ Monthly Reimbursement Due Date: ❑ Biannual Reimbursement Due Date: Contract Number: C011659 Page 1 of 5, Attachment D — Payment and Reporting Schedule ❑ Fee for Service Reimbursement Due Date: ❑ Rate Based Reimbursement Due Date: ❑ Fifth Quarter Reimbursement Due Date: ® Milestone/Performance Reimbursement Due Date/Frequency: At completion of project. ❑ Scheduled Reimbursement Due Date/Frequency: ❑ Interim Reimbursement as Requested by Contractor II. REPORTING PROVISIONS A. Expenditure -Based Reports (select the applicable report type): ❑ Narrative/Qualitative Report The Contractor will submit, on a quarterly basis, not later than days from the end of the quarter, the report described in Section III(G)(2)(a)(i) of the Master Contract. ❑ Statistical/Quantitative Report The contractor will submit, on a quarterly basis, not later than days from the end of the quarter the report described in Section III(G)(2)(a)(ii) of the master contract. ❑ Expenditure Report The Contractor will submit, on a quarterly basis, not later than days. after the end date for which reimbursement is being claimed, the report described in Section III(G)(2)(a)(iii) of the Master Contract. ❑ Final Report The Contractor will submit the final report as described in Section III(G)(2)(a)(iv) of the Master Contract, no later than _ days after the end of the contract period. ❑ Consolidated Fiscal Report (CFR)' The Consolidated Fiscal Reporting System is a standardized electronic reporting method accepted by Office of Alcoholism & Substance Services, Office of Mental Health, Office of Persons with Developmental Disabilities and the State Education Department, consisting of schedules which, in different combinations, capture financial information for budgets, quarterly and/or mid -year claims, an annual cost report, and a final claim. The CFR, which must be submitted annually, is both a year-end cost report and a year-end claiming document. Contract Number: C011659 Page 2 of 5, Attachment D — Payment and Reporting Schedule The Contractor will submit the CFR on an annual basis, in accordance with the time frames designated in the CFR manual. For New York City contractors, the due date shall be May 1 of each year; for Upstate and Long Island contractors, the due date shall be November 1 of each year. B. Progress -Based Reports Final Progressport Final scheduled payment will not be due until 60 days after completion of agency's audit of the final expenditures report/documentation showing total grant expenses submitted by vendor with its final invoice. Deadline for submission of the final report is 01/31/2015. The agency shall complete its audit and notify vendor of the results no later than 02/15/2015. The Contractor shall submit the report not later than 30 days from the end of the contract. C. Other Reports The contractor shall provide reports in accordance with the form, content, and schedule as set forth in Table 1. Contract Number: C011659 Page 3 of 5, Attachment D — Payment and Reporting Schedule TABLE I — REPORTING SCHEDULE PROGRESS REPORT # I PERIOD COVERED I DUE DATE FINAL 112/18/2013 —12/31/2014 101/31/2015 Contract Number: C011659 Page 4 of 5, Attachment D — Payment and Reporting Schedule III. SPECIAL PAYMENT AND REPORTING PROVISIONS FINAL REPORT Not later than thirty (30) days from completion of the work under this Agreement, the Contractor shall file with the Department a final written report summarizing the Contractor's performance of the work under this Agreement. Contract Number: C011659 Page 5 of 5, Attachment D — Payment and Reporting Schedule $fig: R.IESOLUTION 2014-243 r su ADOPTED DOC ID: 9592 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION:NO.20.14=243 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN B ARD ON MARCH 11, 2014: RESOLVED that the Town Board of tlae Town.'of .Southold hereby amends Resolution No. 2013=854 dated Deceniber. 3 2013 to read as. follows: `RESOLVED that the To -,An Board of the Town of Southold Hereby accepts the bid of -Steven M. Mczynieski Inc. to reconstimet the fann dikes/earth berms for the. following locations at the indicated amounts: Latham Fann - $374,925.90. Salt Air Faun - S1,023,514.7Q Terry Fann.- $25.6,947.50 Wickham Fann - $43q—,54S-.N $473,518:20 for a total project cost not to exceed S2,092,906-.30 $2,128906.30, and :be it further RESOLVED that the Town Board hereby authorizes and directs Supervisor Scott A..: Russell. to sign four (4) separate contracts Nvith Steven M. Mezyni.eski Inc.. for same,;suliject to the approval of the Town Attorney, Elizabeth A. Neville Southold ToNvn CIerk RESULT: ADOPTED [UNANM OUS] MOVER: William P. Ruland, Councilman SECONDER: Louisa P. Evans, Justice AYES: Ghosio, Dinizio*, .Ruland, Doherty, Evans, Russell C011659 December 16, 2013 Mr. Scott A. Russell Supervisor, Town of Southold Town Hall 53095 Route 25 P:O. Box 1179 Southold, New York.11971-1823 RE: Non -Federal Share USDA -MRCS Emergency Wate..rshed`Peotection Program Update Dear Mr. Russell: . This letter is to inform you of the availability of using-Corn munity Development Block Grant -Disaster Relief (CDBG-OR) funds to assist the Town. of Southold with payment of the non -Federal Share (."match".) for the USDA -MRCS Emergency Watershed ProtectionProgram. Public Law 133-2'of'the Disaster Appropriation Act of 2013, appropriated $16,billion, of CDBG-DR to,the Department of..Housingand Urban Development (HUD) and of that total, HUD provided $1.7'biIlion In the. first..allocation to. the State of New York for recovery activities from Superstorm Sandy. This legislation allowed.CDBG-DR.program funds to beused to pay the match for Federal programs, including the USDA-NRCS Emergency Watershed Protection program. The State formally committed to assisting units of local government with match payments which were related to Superstorm Sandy in Its first action plan. When CDBG-DR#unds are used as to: cover match payments., the sub: recipient must comply with HUD's regulatory requirements in addition to all requirements of the federal.program to which funds we're C011659 originally applied for. Therefore, Southold must follow all of the requirements of the, USDA-NRCS emergency waters. hed protection program as well as HUD':s CDBG -DR regulatory. requirements. This includes but Is not limited to having a CDBG,eligible activity, meeting:a national objective, complying with HUD environmental requirements, and procurement, prevailing labor and wage regulations. The Governor's Office of Storm; Recovery understands that the Town of Southold has.an.active.and eligible USDA-NRCS project that is'Superstorm Sandy related for which .the town. is requesting CDBG —DR funds for the match payment. We also understand that the Town -has met the initial USDA-MRCS,programmatic requirements and that the Town will receive USDA-NRCS.funds for em.ergen.ey-repair.of.protective:dike structures -on farms damaged by Superstorm Sandy, The total estimate for this project is $2,195,235 arid the town Is requesting funding for the 25% non-federal share payment which Would be.approximately$550,000: The Governor's.Office of'Storm Recovery is prepared to commit CD86-DR funds to the Town of Southold for the non-federal share payment to an amount not to exceed $55.0;000 dependent::on the following conditions being met. (1) Entering into a sub -recipient with the Governor's Office of Storm: Recovery. a, This agreement allows the.sta.te to assist theTown of Southold pay the non-federal share. This legal document will be bound .by the requirements setforth.and :incorporated In.the Grant Agreement for CDBG Disaster Recovery Assistance forthe State bf. New York entered into byand between HUD.and-the State of New York; that includesbut isnot limited to., regulations at 24 CFR part 58 pertaining to environrnentaireview requirements, labor standards requirements of 42 U.S.C. 5310,.and.conformance with OMB Circular A-87 (2 CFR part 22.5) pertaining,to.cost principles. It also contains subrogation language incase other funds become available. to cover the match payment. rTTrTT�r rAre gp��p��yq� �+q rt �.qmm �q NFWYORKSTATEHOMES Homes l�.' �M Y1r i1.1I r.1 tygsj��+nd.y IQQel Cp.1 Jty�/r'.90 V �j & COMMUWTY RENEWAL REET RetlSlln�1(Liitllty ecoVery Hotline 1 - fl85 7.N i i:ibSarvdy 3B AL.A.,,40 NYATE T 2M C011659 (2) Allowing the Governor's Office of Storm Recovery to review.and comment on,.- a. n:a. Procurement and bid documents to ensure compliance with HUD regulations b. Environmental Review Requirements and;documerits to comply with'HUD regulations c. Reviewing labor documentation'to ensure compliance with State.and HUD regulations d. Reviewing additional docurnents as needed to ensure compliance with all Federal; State and Local laws (3) Coordinating and attending a meetiiig(s) as needed with Governor's'Office of Storm Recovery team to review and clarify a. Sub -recipient agreement and other legal.clocuoents . b: HUD and State record keeping, regulations that surround use ofCDBG-DR funds c. Fiscal processes that will alloW the Town of Southold to request CDBG-DR funds d, Required monitoring and other compliance measures The Governor's Office of -Storm Recovery looks forward to..working with the Town of.Southold in the coming weeks.to solidify and Out in place the above mentioned requirements: If yaU have further questions or we can be of any other assistance, please feel.to.contact.me at 212.480,6446. crvia email at jru„bi, («?storinrecoVe nn ov or continue to contact policy analyst, Alex Bre, fiin at.212A90.4019 or via email at abreini_n@stornirecovet!.nV.eo_v. Sincerely yours, 7. mielo ', n' Director �7 g NEW YORK STATE HOMES Homes& , Vtf YY Ytl.hvsa I.dyhe1' MT90 &COMMUNtTY.AENEWAI Community gip$ j. p� Q }}���� �/�+ M 40 STATE MEET jZ(CICW:iI Recovery Hotfine . 85.5•NY�•�and� ntbaNvNv722aT C011659 ,., r. . " �` RESOLUTION 2014-170 Apr ADO7PTEI3. DOC ID: 9533 A THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N.O. 2014-170 WAS. ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON FEBRUARY 11,2014: RESOLVED that the Town.Board of the Town of Southold herebyamends Resolution.No. 2014-:154 dated January 28;2014 to read as follows: RESOLVED that the Town Board of the Town of Southold horeby approves Cliarige. Order -91 to the N.RCS .Dike Rehabilitation Project with T .'r A e a.,..." :.,.,. i l-, ti Q Steven.M. Mezynieski Inc. as it relates to Latham Fafm in the net amount of $49,997. 0, subject to the approval of the Town Engineer and Town Attorney. 6�as4az?s� Elizabeth A. .-.Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William P. Roland, Councilman SECONDER: Jill Doherty, Louisa P. Evans AYES: Ghosio,. Dinizio Jr, Ruland, Doherty, Evans, Russell C011659