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AC 1552-8(EHective4112j STATE OF NEW YORK OFFICE OF THE STATE COMPTROLLER Bureau of Contracts, Floor 11-1 110 State Street Albany, New York 12236 APPROVED DOCUMENT TRANSMITTAL C�� 1) Date 7 ��1� Dept ID tk��Y Contract No. t 1. < <�] i 'A1, A G F,,,.,.9, Purchase Order No. ❑ Enclosed is an approved contract. Refer to this contract number and Department ID in all correspondence. ❑ Enclosed is an approved Amendment No./Change Order No. It ❑ Extension is approved to Amount if applicable $ in the amount of ❑ Enclosed is an approved purchase order. Refer to this purchase order number and Department ID in all correspondence. ❑ Enclosed is an approved purchase order change notice in the am unt of $_ STATE OF NEW YORK MASTER CONTRACT FOR GRANTS FACE P1GL STATE AGENCY (Name & Address): BUSINESS UN1"1':'DEPT. ID: AGNNI01!3000000 NYS l]epartmcnt of Agriculture and Nlari:ets CONTRACT NUMBER: C800820 I OB Airline Drive Albany, NY 12235 CONTFACTTYPE: ❑ Multi -Year Agreemcrtt ❑ Simplified Renewal Agreement ❑ Fixed Terni Agreement CONTRACTOR SFS PAYEE NAME: TRANSACTION TYPE: ❑D Ne -w Tai 11 of Southold ❑ RenewaI ❑ Amendment CONTRACTOR DOS INCORPORATED NANIF: PROJECT NAME: Farmland Protection Implementation Grant - Raund 13 RFP 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: 53095 Main Road [] For Profit Southold, NY 11971 © Municipality, Code: 4 703 79000000 ❑ Tribal Nation CONTRACTOR PAYMENT ADDRESS: ❑ individual D Clieck if same as primary mailing address ❑ Not -for -Profit Charities Registration Number: CONTRACT MAILING ADDRESS: Exemption Status/Code: Check if same as primary ntaiIing address ❑ Sectarian Entity Contract Number: 4 C800820 Page 1 of 2 Master Grant Contract, Face Page STATE Di .N'EAV YORK 11IASTER C 0N'1'11ACT FOR C11AN'1'fi FACT. PAC.11 CURRENT CONTRACT TERM: CONTRACT 1~t]NDING AMOUNT (21101i -year- - enter total projected amount of the From: 10/20/2014 To: 14/19/2018 contract; 1=i -red Term. Siml)1ified Renewal - enter current period amount): CURRENT CONTRACT PERIOD: CURRENT: $ 837,827 From: 10/20/21014 To: 10/19/2018 AMENDED: AMENDED TERM: FUNDING SOURCE(S) From: To: © State AMENDED PERIOD: ❑ Federal ❑ Other From: To: F'012 O f I' - CONTRACTPERIOD AND FUNDING AMOUNT: (Out years represent projected fiinding amounts) URRENT PERIOD CURRENT AMOUNT AMENDED PERIOD AMENDED AMOUNT 2 h J 4 5 A"] TACNMENTS PART OF THIS AGREEMENT: © Attachment A: 0 A-] Program Specific Terms and Conditions ❑ A-2 Federally Funded Grants and Requirements Mandated by Federal Laxvs ❑ Attachment B: ❑ B-1 Expenditure Based Budget B-2 Performance Based Budget ❑ B-3 Capital Budget B 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: Attachment B-5 Budget Attachment C-1 Plan of Work Contract Number: 9 0800820 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 siauatures, CONTRACTOR: T'own of Southold 53095 Main Road Southold, NY 11971 By: P!01 -- 193,Ae—kvnfl Scott A. Russell - - ITr—intcd Kanie STATE AGENCY: NYS Dej)anment of Agriculture and Markets 1013 Airline Mine Albany, New Yoi�k 12235 By:__ 4,L0, Lu,, A, Director ol Fiso ,,,fl Printed Nanie Title:Southold Town Supervisor Title: Date: March 27, 2015 4 (2r-3 1, STATE OF NEW YORK Couilly of Suffolk Oil tile.�day of _ March before ine persoiially appeared Scott A. Russell —, to jile know ti, who befing by ine duly sworn, did depose and say that Ile/she resides at Cutchoclue, NY ftt ,Haat. he/she is the Supervisor of the Town of Southold , the contractor described hqeij—ixNiich executed the foregoing instru—inent; and that he/she signed his/her name thereto as authorized b , the contractor I named oil the face page of this Master Contract. MELAIflE DOROSM NOTARY PUB LIC, State of New York (Notary) Noo. W00465,1870 Otialifled in Suffolk County Commission Expires Seliternber 30, ATTORNEY GENERAL'S SIGNATUK, STATE COMPTROLLER'S SIGNATURE R A13PRO MEDAS lUt- NYS ATTORNEY GENERAL PrLnted Na,,nie Primed Nanie Title; Title: %N jAmiN L MAGGI -Y GENEILA-L Date: FINE Date: 4 Conti -act 'Nlumben # C800820 Page 1 of 1, Muster Contract foi- 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 and through the applicable State Agency (State) and the public or private entity (Contractor) identified on the face page hereof (Face Page). NVITNESSETH: 1VIIEREAS, 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 av=ailable 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., NOIR' THEREFORE, in consideration of the promises, responsibilities, and covenants herein. lite State and the Contractor agree as follows: STANDARD TER'!IS AND CONDITIONS L GENERAL PROVISION'S 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 (OSQ 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 DSC. 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 fled with, the AG and ❑SC. Bridget 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: 4 0800820 _ Page 1 of 26, Master Contract for Grants - Standard Terim 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 Attaclinient 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 teams of the Master Contract and the original request for proposal, the program application or other attachment that Ivas completed arid 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 ]'age 3. Modifications to Atwell ment A-21, Attachment 13, Attachment C and Attachment D 4. The Face Page 5. Attachment A-22, Attachment B. Attachment C and Attachment D G. Modification to Attachmetht 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). F. 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 Contraet, 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 requircd 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(Y). 2 To the extent that the terms of Attachment A-2 are required by Federal requirements and con 11ict 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 1(V). Contract Number: 4 C800820 Pagc 2 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) appropriate attachments in conjunction therewith. In addition, to the extent that such modification meets the criteria set forth in Section 1.13 herein, it shall be subject to the approval of the AG aIld GSC 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 plaster Contract. G. Govel-iling Law: I -lie Master Contract shall be governed by the laws of the State of New )"ark except where the Federal Supremacy Clause requires otherw1se. H. Severability; An), provision of the Master Contract that is held to be invalid, illegal or unenforceable in ani' respect by a court of competent jurisdiction, shall be ineffective only to the extent of such invalidity, illegality or unenforccability, without affecting in any way Elle remaining provisions hereof-, provided, however, that the parties to the easter 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 }teld void, invalid or unenforceable v6th 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; e) 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 deliver), 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: # C800820 _ Page 3 of 26, Master Contract for Grants - Standard 'Perms and Conditions (August 20 14) 5. The parties may, from time to time, specify any new or different c-niail 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 sltall 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 'kvith any State department or agency, including any contract for a term commencing 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 delinrltrencies, 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 QSC. Al. Indemnification: The Contractor shall be solely responsible and answerable in damages for any and all accidents andlor 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 snail 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 QSC, where the original contract was subject to QSC'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 Ntiinber: 4 C800820 Page 4 of 26, /Master Contract for Grants - Standard Terms and Conditions (August 20 14) O. Legal Action: No litigation or regulatory action shall he brought against the State of New York, the State Agency, or against any county or other local government entity Nvith funds provided under the Master Contract. The term "litigation" shall include commencing of. 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 Ne«° fork, the State Agency, or any county. or otlier local government entitN'. Tlne 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 fork, 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 tliercof, may not be submitted to binding arbitration (except where statutorily authorized), but most, 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 he 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 tlne 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 whistleblov.-er 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 o'kvii organization, under penalty of perjury, that to the best of 1 -tis or tier 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 tate 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: All 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, Clic 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 Fconomic Development for the most current list Ofjurisdictions subject to this provision. Contract Number: # C800820 _ Page 5 of 26, Master Contract for Grants - Standard Terns and Conditions (August 20 14) 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 Giants and Requirements Mandated by Federal Laws) hereto. IT. 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. Reneival: 1- General Reiteuval: 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 sliall be on the forms specified by the State and shall be incorporated in the Master Contract. 2. Renewal A`otice to :'Vat fo►•-Pi1nfrt Cotlll'a(ItaJIS: a) Pursuant to State Finance Law 5179-t, if the Master Contract is with a not-for-profit Contractor and prop°isles 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 all appropriation, the State shall notif}, 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 dttc 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 schedtile 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 reasons) for the non-rene«•al 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 -far -profit Contractor during such extension shall be reimbursable under the terms of the Master Contract, Contract Number: # C800820 Page 6 of 26, Master Contract for Grants - Standard Terris and Conditions (August 2014) C. Termination: I. G1.01111(ks: a) MutuaI Consent: The Master Contract ma}- be terminated at any time upon mutual NNritten consent of the State and the Contractor. b) Cause: The State may terminate the N•laster 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 11laster Contract. 0 Non -Responsibility: hi accordance with the provisions of Sections 1V(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 manner 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. C) 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 Masten 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 fiords 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 an}, funds due to the State Agency or the State of NeNv York because of disallowed expenditures after audit shall be the Contractor's responsibility. f) force Ma'eure: 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. :Police of Termitration: a) Service of notice: Written notice of termination shall be sent by: (i) personal messenger service; or Contract -Number: 4 C800820 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) f.ffective 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 deliver; 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. Eject of Notice and Termination oil State's Pigment 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 NN, ithou t approval by the State. b) The State shall be responsible for payment on claims for services or Avork 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 blaster Contract after its termination date. 4. E, feet of Termination Based oft Hisuse or Coll version of State ai- 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 Diaster Contract for the ptirposes 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. clothing 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 suSpenslon. Upon Issuance of such notice, the Contractor shall comply, nvith 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 Nunnber: 4 C800820 Page 8 of 26, Master Contract for Grants - Standard Tereus and Conditions (August 2014) as the State issues a formai 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 ott 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 trust provide complete and accurate billing invoices to the State in artier to receive payment. Provided, however. the State may, at its discretion, automatically generate a voucher in accordance with all 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. 'File State may require tile. Contractor to submit billing invoices electronically, 4. Paymctlt 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 QSC'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 DSC 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 lay. 7. Article i 1-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 patties thereto and has obtained the approval of the AG and DSC. Any interest to be paid on a missed payment to the Contractor rased on a delay in the FUII Execution Of tile Master Contract shall be governed by Article I 1-B of the State Finance Law. Contract Number: 4 0800820 _ Paye 9 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) B. Adr-ince Payment and Recoupment: 1. Advance payments, which the. State in its sole discretion mmf 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 renc\Ned. in the period identified on the Face Page. Subsequent advance payments made by the State to not -far -profit grant recipients shall be due no later than thirty (30) calendar days. excluding legal holidays. after the dates specified in Attachmerlt D (Payment and Reporting Schedule), 3. For subsequent contract gears in multi-year contracts, Contractor Nyill be notified of the scheduled advance payments for the upcoming contract year no later than 90 day°s prior to the commencement of the contract year. For simplified renewals, the payment schedule (Attachment D) will be modified as part of the renevral process. 4. Recoupment of any advance paytttent(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 full%' 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 arttount 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 tate reimbursement of expenses incurred ort 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 \°oucher, 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 replaee 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 reirttbursement claiming schedule in Attachment D (Payment and Reporting Schedule), the Contractor shall comply with the appropriate following provisions: a} Quanerly Reimbursement: The Contractor shall be entitled to receive payments for work, projects, and services rendered as detailed and described in Attachment C (Work Plan). Contract Numbm #-Q-800820 _ Page 10 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2011) The Contractor shall submit to the State Agency quarterly voucher claims and supporting documentation. The Contractor small 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 he entitled to receive payments for nvork, 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) 13iannual 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 II1(A)(3) herein. d) NfilestoneiPerfonnance Reimbursement:4 Requests for payment based upon an event or milestone may be either severable or cumulative. A severable eventlmilestorle is independent of accomplishment of any other event. If the event is Cumulative, the suceessfitl 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 tite 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 Reimbursements Payment shall be limited to only those fees specifically agreed upon in the blaster 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 ❑ (Payment and Reporting Schedule), and service a A milestone/ performance paymcnt schedule identifies nurtually agreed -to payment amounts based on meeting contract events or- milestones. rmilestones. Events or milestones must represent integral and meaningful aspects of contract performance and should signify true progress in completing the A9aster Contract effort. s Fee for Service is a rate established by the Contractor for a service or services rendered. 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-amtually). 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 paytncnt over the life of the contract, Contract -Number: is C800820 Page 11 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) reports shall be used to determine finding levels appropriate to the next annual contract period. It) Interim Reimbursenmit: 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) Fiftit_Quarter Payments:' 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 sliall 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 subttIit supporting fiscal documentation for the expenses claimed. 4. 1 -he State reserves the right to withhold up to fifteen percent (15%) of tl.le 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 ill 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 Ixtrsue 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 Convrnurtity Projects Fund appropriation if insufficient monies are available pursuant to Section 99-d of the State Finance Law. 5. 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)(G) 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 tate 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 atter the contract end date to make expenditures. D. Identifying Infoi-mation an[1 Privacy Notification: Fifth Quarter Payments occurs where there are scheduled payments and where there is all expectation that services will be continued through renewals or subsequent contracts. Fifth Quarter Payments allm for the continuation of scheduled payments to a Contractor for the first payment period quarter of an anticipated renewal or new contract. Contract Number: 4 C800820 Page 12 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) I . Every voucher or New York State Claim for Payment submitted to a State Agency by the Con(ractor, for payment for the sale of goods or services or for transactions (e.g., ]cases, 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, tie} the Contractor's Federal social security number, and/or (iii) DUNS number. Faihire to include such identification number or numbers may delay payment by the State to the Contractor. Wherc 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 fottnd 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 mai- 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 \\•]thin the Bureau of State Expenditures, Office of the State Comptroller, 110 State Street, Albanv, New York. 12236. E. Refunds: 1. In the event that tete Contractor must snake 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 wlty the refund is being made. Refund payments must be submitted to the Designated Refund Office at the address specified in Attaclttnent 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 tite 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 ftiture payments made under this Master Contract to Contractor. The recoupment generally begins with the first payment made to the Contractor follow-ing identification of the overpayment and/or audit recovery amount. ]it the event that there are no payments to apple recoveries against, the Contractor shall make payment as provided in Section III(E) (Refunds) herein. G. Program and Fiscal Reporting Requirements: Contract Number: 4 0800820 Pace 13 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) L 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 \7aster 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 iv ith 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 requited by the following provisions and Attachment D (Payment and Repoi-ting Schedule) as applicable: ti} f�. rrrra[ivelQuolitrr[ive Report: The Contractor shall submit, on a quarterly basis, not later than the time period listed in Attachment I) (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} 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 (c.g., number of meals served, clients transported, patient/client encounters, procedures performed, training sessions conducted, etc.) (iii) Ev1)eird 1u) -e Reporl: 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 Repot-[: The Contractor shall submit a final report as requited 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 Reporl (CFR): I'he Contractor• shall submit a CFR, which includes a year-end cost report and final claim not later than the time period listed in Attachtnent 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: 4 0800820 _ Pagc 14 of 26, Master Contract for Grants - Standard Terrns and Conditions (August 2014) (I) Prog)-ess Ileporl: The Contractor shall provide the State Agency with a written Progress report using the forms and formats as provided by the State Agcnev, summarizing the work performed during the period. These reports shall detail the Contractor's progress toward attaining the specific goals enumerated in Attachment C (\Fork Plan). Progress reports shall be submitted in a format prescribed in the Master Contract. (ii) Final P)-o,gress 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). Paytrlent shall be adjusted by the State Agency to reflect only those �i services/expenditures that were made in accordance with the Master Contract. The Contractor shall submit a detailed comprehensive final progress report not later than tho 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 I 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 I of Attachment D (Payment and Reporting Schedule). I -I. 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 to -ether with a recommended solution thereto. I. The Contractor shall immediately notify in writing the program manager assigned to the Master Contract of any unusual incident, occurrence, or event that involves (lie 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; all 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. IN'. ADDITIONAL CONTRACTOR OBLIGATIONS, REPRESENTATIONS AND WARRANTIES A. Contractor as an Ltdependent Contractor/Employees: 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: ;q C800820 Page 15 of 26, Master Contract for Grants - Standard 'Perms and Conditions (August 20 14) 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 tite recruitment, hiring, provision of employment benefits, payment of salaries and management of its project personnel. These functions shall be carried out in accordance Nvith the provisions of the Master Contract. and all applicable Federal and State laN s and regulations. 2. The Contractor warrants that it, its staff, and any and all subcontractors have all the necessan licenses, approvals. and certifications currently required by the laws of an), applicable local. state.. or Federal government to perform the services or work. as applicable., pursuant to the Master Contract andor any subcontract entered into under the Master Contract, The Contractor further agrees that such required licenses, approvals. and certificates sliall be kept in fitll force and effect during the term of the Master Contract. or any extension thereof, and to secure any ne\v 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, tinder 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 Masted 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 an}' 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 cvery subcontract in excess of 5104,000 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: 4 0800820 Page 16 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) S. If requested by the State, upon the executiotl of a subcontract, the Contractor shall provide detailed subcontract information (a copy of subcontract Nvill suffice) to the State within fifteen (1 S) calendar days after execution. The State may request from the Contractor copies of subcontracts between a subcontractor and its subcontractor. b. The Contractor shall require any and all subcontractors to submit to the Contractor all financial claims for Services or Nvork to the State agency, as applicable, rendered and required supporting documentation and reports as necessary to permit Contractor to meet claim deadlines and documentation requiremcrtts as established in Attachment D (Payment and Reporting Schedule) and Section 11I. 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: I. The Contractor shall not use materials, equipment, or personnel paid for under the Master Contract for anv activity other than those provided for under the Master Contract, except with tite State's prior written permission. 2. Any interest accrued on funds paid to the Contractor by the State sliall be deenied 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 mork, 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 Z•egular 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. Tile Contractor sliall 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: 0800820 Page 17 of 26, -Master Contract for Grants - Standard Terms and Conditions (Augiw 2014) e) A rental charge to the Master Contract for a piece of Property owm° d bv the Contractor shall not be allo\Ned. 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 blaster 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 PurchaselLeasc Contract, then the State shall not be obligated to make any payments for such Property, g) leo member, officer, director or employee of the Contractor shall retain or acquire acny interest, direct or indirect, in any Property, paid for with funds under the Master Contract, nor retain actsinterest 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. ?. For non -Federally -funded contracts, unless otherwise provided herein, the State shall stave the following rights to Property purchased with fields provided under the Masted Contract: a) For cast -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 suchProperty shall belong to the Contractor, 3. For Federally funded contracts, title to Property whose requisition cost is borne in Nvholc or in part by monies provided tinder the Master Contract shall be governed by the tel -ms and conditions of Attachment A-2 (federally Funded Grants and Requirements Nlandated by Federal Laws), -l. Upon written direction by the State, the Contractor shall maintain all inventory of all Property that is owned by file State as provided herein. 5. The Contractor shall execute arty documents which the State may reasonably require to effectuate the provisions of this section. E. Records and Audits: I. 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 balance of 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 fonds received under the Master Contract, Such Records may include, but not be limited to, original books of entry Contract \uanber: # C 8008 20 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 tfte types of expenditures noted: (i) personal service expenditures: cancelled cheeks and the related bank statements. time and attendance records, payroll journals. cash and check disbut'SCIllent records including copies of money orders and the life. 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. payroll taxes and fringe benefits: cancelled checks, copies of related bank statements, Lash and check disbursement 1'eCordS inClUding Copies of motley orders and the like. invoices f'or 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, [cases, 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) 'File 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 Fork or. if no such office is available, at a mutually agreeable and reasonable venue within the State, for the terns specified above for the purposes of inspection, auditing and copying. d) The State sliall protect from public disclosure any of the Records «hieh 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 ONfB 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 tite Contractor to determine costs for other operations or programs. Such accounting standards and practices shall be subject to approval of the State. Contract Number: 4 C8fl0820 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 perlormance basis. tile. Contractor shall maintain documentation demonstrating that milestones were attained. 3. Federal Ftinds: For records and audit provisions governing Federal funds, please see Attachment A-2 (Federaily 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 Mastcr Contract, or ally other information, data or records marked as.or reasonabl} 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 affirmati�•e obligation to safeguard arnv 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 amnouncennents; 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 tine State in any document or forum. Publicity regarding this project may not be released e, ithout prior written approval from the State. 2. Any publications, presentations or announcements of conferences, meetings or trainings which are funded in whole or in Dart through any activity supported under the //faster 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 t.lne 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 tine above, (i) if the Contractor is all 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 slnall 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 dumber: .» 0800820 _ Page 20 of 26, ',taster Contract for Grants - Standard Terms and Conditions (August 2014) submits such manuscripts to the State forte -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 retluit-ements and restrictions and to make such other comments as the State deems appropriate. All derivative publications shall follow the same acUowledgments and disclaimer as described in Section IV(G)(2) (Publicity) hereof. H. N1'eb-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. NVeb 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. L fort -Discrimination Requirements: Pursuant to Article 15 of (lie Executive Layer (also known as the. Ifuman 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 taw 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 firing 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 Latin, J. Equal flppartunities for Minorities and Women; Minority and «'omen Ow•tted Busirzess 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 fluids 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: 0 0800820 _ 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 colli III itied to expend or does expend funds for the acquisition. construction, demolition. replacement, major repair or renovation of real property and improvennents thereon f'or such project, then the Comractor certifies and affirms that (i) i[ is subject to Articic 15-A of the Executive Law which includes, but is not I1III ite(I to. those provisions concerning the maxinnizing of opportunities for the participation of minority and wotnen- o«ned husilie ss enterprises and (ii) the following provisions shall apply and it is Contractor's equal employment opportunity policy that: I. The Contractor shall not discriminate against employees or applicallts for employment because of race, creed, color, national origin, sex., age, disability or marital status; 2. 'Flee Contractor shall make and document its consciemious and active efforts to employ and utilize minority group members and women in its work force oil State contracts: 3. 1 -he Contractor shall undertake or continue existing programs of affirmative action to ensure that n.inority -group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall n.can recruitment, employment, job assignment, promotion. upgrading, demotion, transfer, layoff, or termil.ation 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. its thw 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 I - 5 of this Section (IV)(J), in every subcontract over 525.000,00 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon ('%York) 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 Lav to the extent of strch duplication or conflict. The Contractor stall 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. 01"ttibus Procurement Act of 1992: It is the policy of New York State to maxit..ize Opportunities for the participation. of New York State business enterprises, including minority and Contract \umber: # C800820 _ Page 22 oi'26, Master Contract for Grants - standard Terms and Conditions (August 20 14) women -owned business enterprises. as bidders, subcontractors and suppliers on its procurement contracts. L If the total dollar amount of the Master Contract is greater than $1 million, tlhe 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 complierl with the Federal Equal Opportunity Act of 1972 (P.L. 92- 261), as amended: 0 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 Jot) Service Division of the NewYork State Department of Labor, or providing such notification iib such manner as is coils istent with existing collective bargaining contracts or agreements. The Contraetor 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 N itlh the State in these efforts. L. Workers' Compensation Benefits - 1. In accordance with Section 112 of the State Finance Late, 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. 2. If a Contractor believes they are exempt from the Workers Compensation insurance requirement they must apply for an exemption. i!'I. Unemployment Insurance Compliance: The Contractor sltall remain current in Moth 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 Lay. This includes, but is not limited to, the following: 1. any records of unemployment insurance (Ul) contributions, interest, and/or penalty payment arrears or reporting delinquency; 2. any debts owed for UI contributions, interest, and/or penalties: Contract dumber: 4 C800820 _ Page 23 of 2G, A7 aster Contract for Grants - Standard Terms and Conditions (August 2014) 3. the history and results of any audit or investigation; and 4. copies of «-age 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 conilaleted 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 nate 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) oceurs 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 enforccmcnt authority with respect to any alleged violation of Federal or state law by the Contractor, its em131oyees, its officers andlor directors in connection Nvith matters involving, relating to or arising out of the Contractor's business. Such report shall be made within five (5) business days follo�vicig 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-Responsibiiity° pursuant to this section. 4- The State reserves Elie 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) uestionnaire; 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: x 0800820 Page 24 of 26, Master Contract for Grants - Standard Terms and Conditions (August 2014) to comply «ith any such additional Conditions that have been made a part of the Master Contract. 5. The State. in its sole diseretion. reserves the right to suspend any or all activities tinder 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 m ritten 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 ant' time dtu,iltg the term of the Master Contract based on: a} ani° information provided in the Questionnaire and/or in any updates, clarifieati(ms or amendments thereof: or b) the State's discovery of any material information which pertains to the Contractor -s responsibility. 7. Prior to nuking a final Determination of lion -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 �yith an opportunity to be heard. U. 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 GAG charities registration requirements at the time of the awarding of this ;`Master Contract by the State and (iii) retrain in compliance with the GAG charities registration requirements throughout the term of'the Master Contract. P. Consultant Disclosure Law:9 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 Not applicable to not -For-profit entities. Contract;~umber: 4 C800820 _ Page 25 of 26, Master Conlract 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 N ork contract covered by Article 8 of the Labor Law, the Contractor understands and agrees that the tiling of payrolls in a manner consistent with Subdivision 3-a of Section 220 of the Labor Lasa shall he condition precedent to payment by the State of any State approved sums cine and owing for n•ork done upon the project. Contract Number: #C800820 Page 26 of 26, easter Contract for Grants - Standard Terms and Conditions (August 2014) New York State Department of Agriculture and Markets Attachment A-1 Specific Terms and Conditions of this Agreement These special conditions apply to the administrative aspects of this particular Agreement. These special conditions cannot be changed. I. AGENCY SPECIFIC TERMS AND CONDITIONS RESPONSIBILITY REQUIREMENTS A. The Department is required to undertake an affirmative review of the responsibility of any vendor to which it proposes to make a funding 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 funding 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. 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 Attachment A-1; Specific Terms and Conditions of this Agreement 1 FPIG Contract #0800820 [conservation easements] New York State Department of Agriculture and Markets 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. CONFLICT OF INTEREST A. Organizational Conflict of Interest. To the best of the Contractor's knowledge and belief, the Contractor warrants that there are no relevant facts or circumstances which could give rise to an organizational conflict of interest, as herein defined, or that the Contractor has disclosed all such relevant information to the Department. 1. An organizational conflict of interest exists when the nature of the work to be performed under this Agreement may, without some restriction on future activities, impair or appear to impair the Contractor's objectivity in performing the work for the Department. 2. The Contractor agrees that if an actual, or potential organizational conflict of interest is discovered at any time after award, whether before or during Performance, the Contractor will immediately make a full disclosure in writing to the Department. This disclosure shall include a description of actions which the Contractor has taken or proposes to take, after consultation with the Department, to avoid, mitigate, or minimize the actual or potential conflict. 3. To the extent that the work under this funding agreement requires access to personal, proprietary or confidential business or financial data of persons or other companies, and as long as such data remains proprietary or confidential, the Contractor shall protect such data from unauthorized use and disclosure and agrees not to use it to compete with such companies. B. Personal Conflict of Interest. The following provisions with regard to management or professional level employee personnel performing under this Agreement shall apply until the earlier of the termination date of the affected employee(s) or the duration of the Agreement. 1. A personal conflict of interest is defined as a relationship of an employee, subcontractor employee, or consultant with an entity that may impair or appear to impairthe objectivity of the employee, subcontractor employee, or consultant in performing the work associated with this Agreement. The Contractor agrees to notify the Department immediately of any actual or potential personal conflict of interest with regard to any such person working on or having access to information regarding this Agreement, as soon as Contractor becomes aware of such conflict. The Department will notify the Contractor of the appropriate action to be taken. Attachment A-1: Specific Terms and Conditions of this Agreement 2 FPIG Contract #C800820 (conservation easements) New York State Department of Agriculture and Markets 2. The Contractor agrees to advise all management or professional level employees involved in the work of this Agreement, that they must report any personal conflicts of interest to the Contractor. The Contractor must then advise the Department which will advise the Contractor of the appropriate action to be taken. 3. Unless waived by the Department, the Contractor shall certify annually that, to the best of the Contractor's knowledge and belief, all actual, apparent or potential conflicts of interest, both personal and organizational, as defined herein, have been reported to the Department. Such certification must be signed by a senior executive of the Contractor and submitted in accordance with instructions provided by the Department. C. Remedies, The Department may terminate this Agreement in whole or in part, if it deems such termination necessary to avoid an organizational or personal conflict of interest,. If the Contractor fails to make required disclosures or misrepresents relevant information to the Department, the Department may terminate the Agreement, or pursue such other remedies as may be permitted by the terms of other applicable provisions of this Agreement regarding termination. D. The Contractor agrees to insert in each subcontract or consultant agreement placed hereunder provisions which shall conform substantially to the language of this clause, including this paragraph (e), unless otherwise authorized by the Department. PARTICIPATION BY MINORITY GROUP MEMBERS AND WOMEN WITH RESPECT TO STATE FUNDING AGREEMENTS: REQUIREMENTS AND PROCEDURES I. General Provisions A. The 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 funding 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 funding agreement (the "Agreement") 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 contracting opportunities for certified minority and women -owned business enterprises ("MWBEs"). Contractor's demonstration of "good faith efforts" pursuant to 5 NYCRR §142.8 shall be a part Attachment A-1: Specific Terms and Conditions of this Agreement 3 FPiG Contract #iC800820 (conservation easements) New York State Department of Agriculture and Markets 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 contract, 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. 11. Agreement Goals A. For purposes of this procurement, the Department hereby establishes an overall goal of 2% for Minority and Women -Owned Business Enterprises ("MWBE") participation, 1% for Minority -Owned Business Enterprises ("MBE") participation and 1 % 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 EI -A hereof, Contractor should reference the directory of New York State Certified MBWEs found at the following internet address: http://www,esd.nv.gov/mwbe.html Additionally, 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, 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 Section 316-a of Article 15-A and 5 NYCRR §142.13, the Contractor acknowledges that if 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 contract and the Contractor shall be liable to the Department for liquidated or other appropriate damages, as set forth herein. Ill. Equal Employment Opportunity (EEO) A. 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 Attachment A-1: specific Terms and Conditions of this Agreement 4 FPIG Contract #0800820 (conservation easements) New York State Department of Agriculture and Markets of these terms or provisions conflict with applicable law or regulations, such laws and regulations shall supersede these requirements. B. Contractor shall comply with the following provisions of Article 15-A: 1. 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, fob assignment, promotion, upgrading, demotion, transfer, layoff, ortermination 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 Department to award the Agreement to the Contractor. 3. If Contractor or Subcontractor does not have an existing EEO policy statement, the Department may provide the Contractor or Subcontractor a model statement (see Form MWBEIEEO1 — 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. Attachment A-1: Specific Terms and Conditions of this Agreement 5 FPEG Contract #fC800820 (conservation easements) New York State Department of Agriculture and Markets C. Form MWBE/EEO2- 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. 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/EEO3 - Workforce Employment Utilization Report ("Workforce Report") 1. Once an Agreement has been awarded and during the term of that Agreement, Contractor is responsible for updating and providing notice to the 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 Contractor and any subcontractor performing work on the Agreement. 3. In limited instances, Contractor may not be able to separate out the workforce utilized in the performance of the Agreement from Contractor's and/or subcontractor's total workforce. When a separation can be made, 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 Contractor's and/or subcontractor's total workforce, Contractor shall submit the Workforce Report and indicate that the information provided is Contractor's total workforce during the subject time frame, not limited to work specifically under the Agreement. E. Contractor shall comply with the provisions of the Human Rights Law, all other State and Federal statutory and constitutional non-discrimination provisions. 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. Attachment A-1: Specific Terms and Conditions of this Agreement G FPIG Contract #0800820 (conservation easements) New York State Department of Agriculture and Markets IV. MWBE Ut€lization Plan A. The Contractor represents and warrants that Contractor has submitted an MWBE Utilization Plan (MWBE/EE04) either prior to, or at the time of, the execution of the Agreement. B. 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 Ill -A of this Appendix. C. 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 Contractor non -responsiveness. V. Waivers A. For Waiver Requests 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 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 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. Attachment A-1: Specific Terms and Conditions of this Agreement 7 FPIG Contract #C800820 (conservation easements) New York State Department of Agriculture and Markets VII, Liquidated Damages - MWBE Participation A. Where the Department determines that Contractor is not in compliance with the requirements of the Agreement and Contractor refuses to comply with such requirements, or if Contractor is found to have willfully and intentionally failed to comply with the MWBE participation goals, 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 MWBEs had the Contractor achieved the contractual MWBE goals; and 2. All sums actually paid to MWBEs for work performed or materials supplied under the Agreement. 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, 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 Section 313 of the Executive Law in which event the liquidated damages shall be payable if Director renders a decision in favor of the Department. The forms referenced above can be found at htt-//wvvw.a riculture.n ov/MWBE.htmi. PROJECT INSURANCE CONSIDERATIONS A. The Contractor agrees to procure and maintain at its own expense and without expense to the Department until final acceptance by the Department of the services covered by this Agreement, insurance of the kinds and amounts applicable to the project work plan, hereinafter provided by insurance companies licensed to do business in the State of New York, covering all operations under this Agreement. B. Upon execution of this Agreement, the Contractor shall furnish to the Department a certificate or certificates, in form satisfactory to the Department, showing that it has complied with this Article, which certificate or certificates shall provide that the policies shall not be changed or canceled until thirty (30) days written notice has been given to the Department. The certificate shall list the Department and the State of New York as additional insureds, except with respect to worker's compensation and disability coverage. The insurance certificate(s) must contain an endorsement in writing added to and made part of the insurance contract for the purpose of changing the original terms such that the Department and the State Attachment A-7 Specific Terms and Conditions of this Agreement g FPIG Contract #0800820 (conservation easements) New York State Department of Agriculture and Markets of New York are adder{ as additional insureds. In addition, the applicable insurance policy number(s) referenced on the ACCORD form must be referenced on the endorsement. A copy of the endorsement page, showing the Department and the State of New York as additional insureds, must be provided to the Department. This Agreement shall be void and of no effect unless the Contractor procures the required insurance policies and maintains them until acceptance of the work. The kinds and amounts of insurance required are as follows: Policy covering the obligations of the Contractor in accordance with the provisions of the Worker's Compensation Law, Employers Liability, and Disability Benefits. The only forms which are accepted as proof of Workers' Compensation Insurance are as follows: FORM # T FORM TITLE �C-1 Q5.2 _� Certificate of Workers' Compensation Insurance _ FCE -200 Certificate of Attestation of Exemption -{no employees) U -26.3- State Insurance Fund Version of the C-105.2 form SI -12 Certificate of Workers' Compensation Self -Insurance GSI -105.2 Certificate of Participation in Worker's Camp Group Self - Insurance The only forms which are accepted as proof of Disability Benefit Insurance are as follows: FORM # FORM TITLE----------- i ITLE----- -� DB -120.1 Certificate of Disability Benefit Insurance DB -120.2 Certificate of Participation in Disability Benefits Group Self - Insurance DB -155 Certificate of DisabilityBenefit Self -Insurance CE -200 certificate of Attestation of Exemption ----(no emplovees) An ACORD form is NOT an acceptable proof of Workers' Compensation coverage. ALL OF THE ABOVE REFERENCED FORMS, EXCEPT CE -200, SI -12 & DB -155 MUST NAME: The New York State Department of Agriculture and Markets, Division of Land and Water Resources, 10B Airline Drive, Albany, NY 12235, as the Entity Requesting Proof of Coverage (Entity being listed as the Certificate Holder). Additional information can be obtained at the Worker's Compensation website: http://www,wcb,ny.gov/content/main/Employers/Employers,jsp. Attachment A-1: Specific Terms and Conditions of this Agreement g FPIG Contract #C800820 (conservation easements) New York State Department of Agriculture and Markets 11. PROGRAM SPECIFIC TERMS AND CONDITIONS ELIGIBLE COSTS A. The cost of preparing proposals, project costs incurred prior to the start date of the funding agreement, indirect and overhead, and other New York State Funds may not be considered an eligible cost. B. The cash value of in-kind services must be reasonable; unsubstantiated or unreasonable values are subject to adjustment by the Department. C. No State funds shall be used toward the landowner's cost for legal or financial advisors for any awarded project. D. Awarded funds may be used for any of the following purposes directly related to Conservation Easement Projects: i. value of the development rights being acquired, provided such value associated with any perpetual conservation easement is from an appraisal deemed acceptable to the Department. ii. transactional costs acceptable to the Department, provided those are limited to the following — aj title reports (including associated continuation fees until such time that title insurance is purchased); b) title insurance; c) property surveys; d) appraisals; e) easement holder's legal fees to negotiate/close the conservation easement transaction and to review title reports and, as necessary, to prepare title curatives; f) project partner staff time to negotiate/close the conservation easement transaction, manage the preparation/compilation of required deliverables, and locally administer the awarded funding agreement; g) recording fees; and h) easement stewardship fee. No State funds shall be used toward state or local real estate transfer taxes or toward the landowner's cost for legal or financial advisors. E. Awarded funds may be used for any of the following purposes directly related to Incentive Payment Projects: annual incentive payments to the participating landowner, provided --- • The basis of such annual payments shall be 1.5% of "land only" assessed value of subject lands from most recently available final Attachment A-1: Specific Terms and Conditions of this Agreement 10 FRG Contract #C800820 (conservation easements) New York State Department of Agriculture and Markets assessment roll following an indexing adjustment to 100% Uniform Percent of Value; and ■ Only in the event of the conveyance of a perpetual conservation easement on the lands subject to the incentive payment agreement during the term of said agreement, any undisbursed balance of annual incentive payments may be disbursed to the participating landowner as satisfaction of protecting the subject lands for the remainder of the incentive payment agreement. ii. project administration costs acceptable to the Department, provided those are limited to the following — ■ project partner staff time to negotiate and administer the incentive payment agreement (including its enforcement), manage the preparation/compilation of required deliverables, and locally administer the awarded funding agreement; applicant's legal fees to negotiate/create the incentive payment agreement; and + conducting required annual monitoring visit (whether by applicant, another project sponsor or a consultant retained by the applicant) to lands subject to an incentive payment agreement. No State funds shall be used toward the landowner's cost for legal or financial advisors. LOCAL MATCH REQUIREMENTS A. The following general requirements apply to all proposals: ■ Any governmental entity providing a cash contribution must submit a copy of a letter from its governing body acknowledging its cash contribution. The governmental entity must submit a copy of a resolution from its governing body formally obligating its cash match before the State will approve a funding agreement with the successful applicant. • As applicable, any other entity (including participating landowners) providing a local cash match must provide a letter from an authorized representative formally acknowledging the amount of its contribution. ■ None of the local cash contribution shall be from a State source of financial assistance. • Cash and in-kind match must be for items that are eligible costs and may be provided by the applicant or other supporters of the project. Attacliment A-1: Specific Terms and Conditions of this Agreement 11 FPIG Contract #0800820 (conservation easements) New York State Department of Agriculture and Markets • Local match may include in-kind contributions, but the amount of in-kind shall be limited to no more than 80% of total administrative costs of the proposed project, or $25,000, whichever is less. B. For any Conservation Easement Project, there are particular match stipulations for each of the differing levels of State Contribution awarded as noted below. (1) Proposals seeking a State contribution of 87.5% of total eligible project costs: • Landowner shall provide local match contribution of 12.5% of total eligible project costs. (2) Proposals seeking a State contribution of up to 75% of total eligible project costs: • Local match contribution shall be at least 25% of total eligible project costs, which must include a cash match of 5% of total project costs or $5,000, whichever amount is less. However, this local cash match requirement is waived whenever a participating landowner donates the full value of development rights for the conservation easement(s) comprising the proposed project. • Local cash contribution shall not be from any Federal farmland protection funding source. • Local cash contribution may be provided, but only in part, by the participating landowner(s). (3) Proposals seeking a State contribution of up to 25% of easement purchase price plus eligible transaction costs: • Local match contribution must cover all of the remaining eligible total project costs and may be provided, but only in part, by the participating landowner(s). ■ Applicant must subsequently be awarded Federal farmland protection funding within the funding agreement term. Such Federal farmland protection funding awarded to the applicant shall be deemed part of the required local match contribution. C. For any Incentive Payment Project, there are particular match stipulations for the State contribution awarded as noted below. (1) Proposals seeking a State contribution of up to 75% of total eligible project costs: • Local match contribution shall be at least 25% of eligible total project costs, which must include a cash contribution of at least 25% of the total incentive payment amount to be paid to the participating landowner(s). • Local match contributions are not eligible from participating landowner(s). Attachment A-1: Specific Terms and Conditions of this Agreement 12 FPIG Contract #IC800820 (conservation easements) New York State Department of Agriculture and Markets PAYMENT AND REPORTING A. Upon approval of this Agreement by the State, any payment provided to the Contractor under this Agreement shalt be subject to authorization by the Division of Budget and will occur according to the applicable payment schedule table beginning on the next page. No reimbursement payments under this Agreement will be made by the Department to the Contractor unless the Contractor provides supporting cost documentation to support how the advance payment funding was spent on the awarded project. For any Conservation Easement Project associated with Federal farmland protection monies, no advance payment shall be disbursed by the State until the successful applicant provides proof of a Federal funding agreement to the Department. After receiving the advance payment from the State as described in Attachment D, the Contractor agrees to thereafter fully fund the awarded project and then seek partial reimbursement from the Department for eligible project costs. Such reimbursement payments shall be made upon approval by the Department and the Comptroller of vouchers executed by an authorized officer of the Contractor. The Contractor will be entitled to receive reimbursement payments for work and/or services rendered as detailed and described in Attachment C and Attachment D of this Agreement. Claims for reimbursement must be accompanied by such receipts and documents verifying expenditures as may be required by the Department and by the Comptroller. Satisfactory documentation shall include, but is not limited to, signed copies of payment vouchers or invoices or canceled checks, and any further documentation as may be required by the Department and/or the Comptroller. The Department reserves the right, in its sole discretion, to determine if the reimbursement request and accompanying documentation submitted by the Contractor is in satisfactory form and substance. B. The Department will process final payment for this Agreement after it has determined that the project was completed satisfactorily and after the Department has received and accepted the final report and all required final close-out payment documentation in accordance with the direction and requirements described in Attachment D. Attachment A-1: Specific Terms and Conditions of this Agreement 13 FPIG Contract #tC800820 (conservation easements) New York State Department of Agriculture and Markets Conservation Easement Protects =PAYMENT_ AND REPORTING SCHEDULE TIMING MILESTONES 1 DELIVERABLES SCHEDULED PAYMENT' _ _ (State Contribution) Contract Approval Final approval of funding agreement by New York State. Advance Payment includes: Date . $1,500 title report stipend ■ 50% of cost for project partners' staff time ■ 50°/° of cost for Grantee's legal fees Mantes 1 to 3 ? Submission for Preliminary Review: 1 ; Month 4 to 5 , Department Preliminary Approval of project. Interim Payment #1 includes reimbursement for incurred costs: • I Appraisal ■ Survey • Baseline documentation report . Grantee's legal fees ■ Project partners' staff time Month 6 to18 120 Calendar Days (After receipt of Interim Payment 2) Submission of Project File= Department approval of Project File. Submission of Final Report' Department approval of Final Report. interim Payment #2 includes: Balance of contract award, less State contribution toward easement stewardship. Final Payment includes: State contribution toward easement stewardship ' All payments are disbursed on a first approved, first paid basis. All disbursements to successful applicants are as authorizes' by the NYS Division of the Budget and the NYS Office of State Comptroller. For any Conservation Easement Project associated with Federal farmland protection monies, no advance payment shelf be disbursed by the State until the successful applicant provides proof of a Federal funding agreement to the Department. Attachment A-1: Specific Terms and Conditions of this Agreement 14 FPIG Contract 40800820 (conservation easements) New York State Department of Agriculture and Markets PROJECT DELIVERABLES Required deliverables for awarded projects are described in (1) and (2) below. (1) Conservation Easement Projects Preliminary Review All Conservation Easement Projects must receive the Department's preliminary approval before proceeding to compile a complete project file. The project deliverables required for a preliminary review include the following — (1) Title report plus title curatives letter from Grantee attorney explalning how clear title will be ensured for the proposed conservation easement transaction; (2) Draft conservation easement(s) associated with the proposed project, provided: ■ For Conservation Easement Projects receiving an award of 87.5% of total project costs, the red -lined draft document submitted shall use the Department's 2014 version as its template. • For Conservation Easement Projects receiving an award of 25% of easement purchase price plus transaction costs, the draft document submitted will be the version to be submitted for funding disbursement approval from the Federal agency administering the Federal farmland protection grant. • For a// other awarded Conservation Easement Projects, the red -lined draft document submitted shall be the Grantee's proposed easement into which the Department's required provisions have been incorporated without modifications thereto. (3) Site plan for each draft conservation easement that has been signed by all owners of the land associated with each draft conservation easement and that has also been signed by a representative of the Grantee. As part of the preliminary review of the proposed project, the Department's Farmland Protection Program Manager shall conduct a site visit with the Grantee and participating landowner(s) to review the proposed site plan. If the site visit reveals information or landscape conditions that are either inconsistent with the Department's guidance documents or deemed otherwise unacceptable to the Department and any such matters cannot be resolved to the satisfaction of the Department, the Department may terminate the funding agreement and withdraw the State award. Attachment A-1: Specific Terms and Conditions of this Agreement 15 FPIG Contract #0800820 (conservation easements) New York State Department of Agriculture and Markets Project File After the Department has given its preliminary approval of the proposed Conservation Easement Project, the local project manager should submit to the Department within eighteen (18) months of state approval of the funding agreement the following required project deliverables (referred to as a complete project file): (1) Landowner letter of intent that has been signed by each owner of the land to be subject to each conservation easement comprising the proposed project; (2) Financial worksheet (version of which is determined by the value of development rights associated with the conservation easement comprising the proposed project); (3) Appraisal report (summary or self-contained report); (4) Final draft conservation easement(s) associated with the proposed project, Provided each such final draft is an updated red -lined version of the document that received the Department's preliminary approval as noted above; (5) Certification of title curatives from Grantee attorney plus (a) copies of any attachments referenced in the certification, (b) copies of all proposed title curatives, (c) a copy of the cover sheet of commitment for title insurance indicating the amount of proposed coverage, and (d) (only if any new title issues have been discovered during the preparation of the commitment for title insurance that must now also be addressed) a boundary survey of the proposed easement area; and (6) (if applicable) Waiver of preliminary/final notice of intent that is fully executed by all signatory parties. Final Report After the Department approves the proposed Conservation Easement Project for disbursement of interim payment #2 (refer to "Conservation Easement Projects - Payment and Reporting Schedule"), a complete final report must be submitted by the local project manager to the Department within 120 calendar days of local receipt of interim payment 92. The required project deliverables comprising a final report include the following: (1) Conservation Easement Closing Certification that has been signed by the local project manager and the Grantee's attorney; (2) Title insurance policy; (3) Conservation easement(s) as recorded in the County(ies) in which the subject lands are located; and Attachment A-1: Specific Terms and Conditions of this Agreement 15 FPIG Contract #C800820 (conservation easements) New York State Department of Agriculture and Markets (4) Project Closing Statement spreadsheet plus supporting documentation as noted thereon. (2) Incentive Payment Projects Pro'ect File A complete project file should be submitted by the local project manager to the Department within six (6) months of state approval of the funding agreement. The required project deliverables (referred to as a complete project file) include the following: (1) Landowner letter of intent that has been signed by each owner of the land to be subject to the incentive payment agreement comprising the proposed project; (2) Draft landowner incentive payment agreement, provided the agreement contains: (a) total amount of incentive payment to be paid to the participating landowner(s); (b) Department's required provisions without modifications thereto; (c) procedure and protocol associated with the annual monitoring site visit to be conducted on the land subject to the proposed incentive payment agreement; (d) early termination provision, but only if such early termination results in the participating landowner (i) conveying a perpetual conservation easement on the lands subject to the incentive payment agreement, or (ii) reimbursing at least the State's contribution toward the incentive payments received; (e) procedure and protocol regarding the successful applicant's recoupment from the participating landowner(s) of at least the State's contribution toward the incentive payment amount paid thereto in the event of early termination of the incentive payment agreement except when early termination is the result of the conveyance of a perpetual conservation easement on the lands subject to the incentive payment agreement; (f) map(s) showing designation of all Prime Soils and all Soils of Statewide Importance for the viable agricultural lands subject to the incentive payment agreement; and (3) Financial worksheet (version specifically for an Incentive Payment Project) Interim Reports After the Department approves the project file for the Incentive Payment Project, the first interim disbursement (refer to "Incentive Payment Projects -Payment and Reporting Schedule") will be initiated. To request the first interim disbursement, the local Attachment A-1: Specific Terms and Conditions of this Agreement 17 FPIG Contract HC800820 (conservation easements) New York State Department of Agriculture and Markets project manager shall submit to the Department the following required project deliverables: (1) Incentive payment agreement that has been fully executed by all signatory parties; and (2) Claim for Payment plus supporting documentation. Beginning with the first anniversary of the effective date of the incentive payment agreement and continuing each successive year thereafter throughout the duration of said agreement, the local project manager shall submit within sixty (59) calendar days following each such anniversary date the following required project deliverables: (1) Copy of annual monitoring site visit report associated with the most recent monitoring site visit, including documentation of continued agricultural use of the lands subject to the incentive payment agreement; and (2) Claim for Payment plus supporting documentation. Final Report Not later than ninety (99) calendar days after the expiration of the funding agreement awarded through this RFP or within ninety (90) calendar days of any early termination of the incentive payment agreement, the local project manager shall submit a final report comprised of these required project deliverables: (1) Copy of annual monitoring site visit report associated with the most recent monitoring site visit, including documentation of continued agricultural use of the lands subject to the incentive payment agreement; (2) Claim for Payment plus supporting documentation; and (3) Project Completion Statement spreadsheet plus supporting documentation as noted thereon. ENVIRONMENTAL PROTECTION FUND ACKNOWLEDGEMENT If applicable, in recognition of a portion of the Department funds utilized for the work completed under this Agreement, the Contractor agrees to acknowledge in any communication to the public, that such funding was provided from the Environmental Protection Fund as administered by the New York State Department of Agriculture and Markets. Attachment A-1: Specific Terms and Conditions of this Agreement 18 FPIG Contract PC800820 (conservation easements) New York State Department of Agriculture and Markets NOTIFICATIONS Notices to the Department shall be addressed to: David Behm, Farmland Protection Program Manager New York State Department of Agriculture and Markets Division of Land and Water Resources 10B Airline Drive Albany, New York 12235 Other communications to the Department regarding the work associated with this Agreement, including required project deliverables, may be directed to David Behm via email (david.behm a riculture.n ov) or telephone (518-485-7729). The Contractor's authorized representative for the implementation of this Agreement is Scott A. Russell. Notices to the Contractor shall be addressed to: Town of Southold 53395 Main Road Southold, NY 11971 Other communications to the Contractor regarding the work associated with this Agreement, including required deliverables, shall be directed to the authorized representative identified above via email(scott.russell@town.southold.ny.us) or telephone (631-765-1889). Attachment A-1: Specific Terms and Conditions of this Agreement 19 FPiG Contract #C800820 (conservation easements) FINANCIAL WORKSHEET - PerpetuaI Conservation .Easement Project MORETHAN29K - Project Bud„et for FPXG Proposal (> $29,0001A for deveIopment rights) -- _ ----_- - I Farmland Protection Implementation Project Involving a Perpclaai Conservation Easement AT7ACFiME11FT B-5 FINANCIAL WORKSHEET Farm dame: N&L Properties Applicant: T[nvn of Southold C800820Estimated Acro to be Permanently Protcrted = Q Valuc of Development Rights]fv;lEuc is ICss than or cyual to 529,Di10 xcrc asr.4TTAC}3ITF'ti f G-Sa” Town of Southold N&1- Properties Mutaici�I(GlIvern.1'"Cni (ltlrcr' :j ST:e[C COunly Count]7o,rrr Svm of Funding ti�rrn o! In-I(indL-.er �PropOSertPu rc]ra5r I Contribution t [cats] 3 in-kinPrice({m-krvd] [ca,3,) (in-kind) Sourcesfc:rtih � Canlributions !LANE? Cb5T5 (Add these "E.rrimarrd Costsarnounls fo lint 2Jon Aftachmcrrr B -I nflhe Mnsfer Conrrncr.)I Canserva lion Value 01 Developmcru RLghts $ i,82o,000 $ 8I1,UUo 1-- -'' - I � s !•CU8000 Clsem-e"8� TRAtiSA[T101y' COS CS (rldd or refer en ch "Eslrmnfed Costs" umpunr to fhe npprnprinle line (as- norrd belok') on Atearhment B•I ujf zr. Muster ("'nnrrucf.) Title Insurance (Line 2j) S 7,271 5 7,271 $ - $ Survcy(s)(Lin e 7a) 5 3,500 $ 3,500 $- $ _ - _ LIS ionAppraisal(Line tri) S 3,700 $ 3,700 $ s $s3.700 s - - Proir'ct PaT-mers' Sta11 Time [c S, coiuract ndrm n i s r ration, C=] Pi of ecr rr.:ueA ;e+n e: PE. —rs ulr F--� !I"inc 2r+1 _ S i 925 5 i 925 $ 5 Uj Out5rdc Lcgal Fees (if any) l (Line 2n) $ 7,400 $ 7,40D 5 5 3 $ g s $ 7,40,') g; y Recording Fees (Line 2fj $ 545 $ 545 S {Cu Stewardship Fce " (Idne lel $ $ $ $ $ s I $ Saschne Documentation ` Report (fine 2a) $ !8G $ 186 $ $ - $ - �._.. $- -- $ $ 14F, [ $ $ -_,•� Other [ran5actiorn cosr" O (Line2J): E:n�IT011MCnlal $ 1,300 $ r n Other transaction cos; i" (Gine "---- �__- Other tran$aCiLOn WSt' (Line 2) Subtotal 5 25,827 'S . 25,827. S $ $ S 5 S S 25,82' �$ 5 ;Loral March Totals N01 E. NYS real estate transfer tar, If any, shall NOT be paid from proceeds provided to [he APD! .icanI from the S(a[e via the FPIG contticl associated with This projrer B-5 Budget C800820 Nevi York State Department of Agriculture and Markets f'roi�csal for State Assistance Pavrnents for Farmland Protection Implementation Projects ATTACHMENT C-1 WORK PLAN (SCOPE OF WORK) C800820 Town of Southold N&L Properties 1. Anticipated time frame for completing oil tasks resulting in the completion of all required project deliverables as stipulated ire this RVP for this proposed project: It is anticipated that all required project deliverables will be submitted within the rninimum milestone time frames established by the Department. It is anticipated that project deliverables required for preliminary review will be submitted in h",oath t and that the project will close soon after the Department grants Preliminary Approval. Based on the Mini MUM milestone time frames, this is estimated to be a b_g month tsme frame. Croce the project is closed, it is anticipated that the Project File, a request for reirr bursernent, and then the Final Report wit] be submitted within a 1-2 month time frame. W 2. In the space provided below, please summarize (in either outline.or tabular form) the steps/act ivitic's that you will conduct to complete all of the necessary tasks to result in the completion of all deliverahles as stipulated in this RFP for this proposed o-r�aai 'July 201 , to 1 month after Department award date: Continue Site Plan and Conservation Subdivision, review with Landowner and Planning Department: Appraise property; negotiate conservation easement with landowner and enter into purchase contract vdith landowner; survey property; reviev,, title report; conduct Environmental Site Assessment. (Reimbursement for any costs incurred prior to start date of funding agreewentwill not be requested•) `After Department award date: Complete. prepare and compile recuired information for Department's Preliminary Review, including: title report and title (curatives; finalize and submit Draft Conservation Casement in accordance with Department's requirements; complete site (plan to be signed by landowner/Town. Attend site visit with Department and Landowner. 'After Department grants Preliminary Approval of project: Town will complete purchase of Conservation Easement Project and project manager will submit deliverables for project file, will request reimbursement and will submit final report. Deliverables will include: landowner letter of intent, final financial worksheet, appraisal, final conservation easement, certification of title curatives. Final report will include: conservation Easement Closing Certification, Title insurance Policy, recorded Conservation Casement, Project Closing nt. 3. Please attach a resolution, which is signed by the Authorized Representative of the applicant that authorizes the submission of this proposal to the State. Pa'zJe`Sdf-11 NSI. PROPERTIES — Rage 10 of 24 ATTACIUMENT D PAYMENTAND REPORTING SCHEDULE I. PAYMENT PROVISIONS In full consideration of contract sen°ices to be performed the State Agency agrees to pay and the. Contractor agrees to accept a sum not to exceed the amount Doted on the Face Page hereof, A11 payments shall be in accordance with the budget contained in the applicable Attachment B form (Buclget), which is attached licreto. A. Advance Payment, Initial Payment and Recoupment Language(if applicable): 1, The State Agency will slake an advance payment to the Contractor, di.11111g. the 1I1ltYa1 pfflo 1, in the amount of 74 hundredths of one percent0( 74 %) the budget as set forth in the most recently approved applicable Attachment B form (Budget). Z. The State Agency will make an initial payment to the Contractor in the amount of percent ( %) of the annual budget as set forth in the most recently approved applicable Attached B form (Budget). This payment will 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 payments) or initial payment(s) shall be recovered by crediting (0.00 %) of subsequent claims and such claims will be reduced until the advance is fully recovered within the contract period. B. Interim and/ot• Final Claims for Reimbursement Claiming Schedule (.select applicable fr-equ nc}.): Quarterly Reimbursement Due date Monthly Reimbursement Due date ❑ Biannual Reimbursement Due date Contract Number: ti 0800820 Page 1 of 5, Attachmcnt D — Payment and Reporting Schedule ❑ .Fee for Service Reimbursement Due date ❑ Rate Based Reimbursement Due date ❑ Fifth Quarter Reimbtrsement Due date ►❑ Milestone/Performance Reimbursement Due date'Frequcncy Aproyal per milestone (Attachment A -I} ❑ Scheduled Reimbursement Due date Frequency ❑ Interim Reimbursement as Regttcsled by Contractor IT. REPORTING PROVISIONS A. Expenditure -Based Reports (select rhe applicable r pore ripe): ❑ NarratiVC.`Quaiitalive Repnrt The Contractor will submit. on a quarterly basis, not later than days from the end of the quarter, the report desct-ibed in Section I11(6)(2)(a)(i) of the Master Contract ❑ Statistical! uantitativ e Report The Contractor uvill submit, on a quatlerly basis, not later than days from the end of the quarter, the report described in Section II1(G)(2)(a)(10 of the Master Contract. ❑ Ewenditure Re tort The Contractor will submit, on a quarterk, basis, not later than days after the end date for'<<hich reimbursement is being claimed, the report described in Section III(G)(2)(a)(iii) of the Nfaster Contract. ❑ Final Repnrt The Contractor will submit the final report as described in Section III(G)(2)(a)(iv) of the Master Contract, no later than 30 days after the end of the contract period. ❑ Consolidated Fiscal Report ((-'FR)' The Contractor will submit lite CFR on an annual basis, in accordance with the time frames designated in the CFR manual. For New York City contractors, the clue date shall be May 1 The Consolidated Fiscal Reporting Svstem is a s[andardized electronic reporting method accepted by Office of Alcoholism & Substance Sen ices, Office of Mental Health, Office of Persons �,�ith Developmental Disabilities and the State Education Department, consisting of schedules �,hich, in different combinations, capture financial information for budgets, quarterly and/or mid -year claims, an annual cost report, and a final claire. The CFR, i%hich must be submitted annually, is both a year-end cosi report and a year-end claiming document. Contract Number, # C800820 Pave 2 of 5, Attachment D — Payment and Reporting Schedule of each year; for Ups[ate and Long Island contractors, the due (late shall be November I of each year. B. Progress -Based Reports 1. Progress Reports The Contractor slzall prop )(le the report described in Section lll(G)(2)(b)(i) of the Master Contract in accordance with the forms and in the format provided by the State Agency. sun-imanzing the work performed during the contract period (see Table 1 below for the artinial sche(Iule). 2. Final Progress Report Final scheduled payment xyill not be duc until 30 days after completion of agency's audit of the final expenditures r'el)oN/documentation showing total grant expenses submitted ley vendor with its final invoice. Deadlitic for submission of the Filial report is 07/19/2018 The agency shall cornplete its audit and notify vendor of the results no later than 10/19/2018 The Contractor shall submit [lie report not later than 90 days from the end of the contract. C. Other Reports The Contractor shall provide reports ill accordance with the form; content and schedule as set forth in Table 1. Contract Number: # C800820 Page 3 of 5, Attachment D -• NyMenl and Reporting Schedule TABLE I — REPORTING SCHEDULE Contract dumber: 4 C800820 Page 4 of 5, Attachment D — Payment and Reporting Schedule III. SPECIAL PAYMENT AND RLPOR'riXG PROVISIONS See Attachment A-1. Contract Number: # C800820 Page. 5 of 5, Attachment ❑ — Payment and Reporting Schedule