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HomeMy WebLinkAboutElizabeth Field AirportRESOLUTION 2015-380 ADOPTED DOC ID: 10757 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2015-380 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON APRIL 21, 2015: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Lump Sum Consultant Agreement for design of the Airfield Lighting & Signage Repairs Project at Elizabeth Field Airport, Fishers Island, New York, Project No. 6946304, between the Town of Southold and C&S Engineers, Inc. in the amount of $35,000.00, subject to the approval of the Town Attorney. 6. jrJ � Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William P. Ruland, Councilman SECONDER: Louisa P. Evans, Justice AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell i LUMP SUM CONSULTANT AGREEMENT FOR DESIGN OF THE AIRFIELD LIGHTING & SIGNAGE REPAIRS PROJECT AT ELIZABETH FIELD AIRPORT FISHERS ISLAND TOWN OF SOUTHOLD SUFFOLK COUNTY, NEW YORK FEMA PROJECT NO. 6946304 PA ID NO. 103-6946 TABLE OF CONTENTS ARTICLES PAGE ARTICLE 1 -DESCRIPTION OF SERVICES TO BE PERFORMED....................................................................... I ARTICLE 2 -PROVISION FOR LUMP SUM PAYMENT - TIME FOR PERFORMANCE ....................................... 1 ARTICLE 3 -STANDARD OF CARE, STANDARD PRACTICES, AND REQUIREMENTS ....................................... 2 ARTICLE 4 -ENTIRE AGREEMENT................................................................................................................ 2 ARTICLE 5 -TAXES, ROYALTIES, AND EXPENSES........................................................................................ 2 ARTICLE 6 -CONSULTANT LIABILITY.......................................................................................................... 2 ARTICLE 7 -LABOR LAW REQUIREMENTS................................................................................................... 3 ARTICLE 8 -NONDISCRIMINATION PROVISIONS.......................................................................................... 3 ARTICLE 9 -WORKER'S COMPENSATION AND LIABILITY INSURANCE........................................................4 ARTICLE 10 -ASSIGNMENT REQUIREMENTS............................................................................................... 4 ARTICLE 11 -ADDITIONAL SERVICES.......................................................................................................... 5 ARTICLE 12 -ABANDONMENT OR AMENDMENT OF PROJECT AND TERMINATION ...................................... 5 ARTICLE 13 -SUSPENSION OF SERVICES...................................................................................................... 6 ARTICLE 14 -INTERCHANGE OF DATA......................................................................................................... 7 ARTICLE 15 -DISPOSITION OF PROJECT DOCUMENTS................................................................................. 7 ARTICLE 16 -CODE OF ETHICS.................................................................................................................... 7 ARTICLE 17 -INDEPENDENT CONTRACTOR................................................................................................. 7 ARTICLE 18 -PATENT RIGHTS AND COPYRIGHTS........................................................................................ 7 ARTICLE 19 -FEDERAL PARTICIPATION...................................................................................................... 8 ARTICLE 20 -MISCELLANEOUS................................................................................................................... 8 ARTICLE 21-SUBCONSULTANTS/SUBCONTRACTORS AND VENDORS......................................................... 9 ARTICLE 22 -FORCE MAJEURE................................................................................................................... 9 ARTICLE 23 - DISPUTE RESOLUTION.......................................................................................................... 9 SCHEDULE A—SCOPE OF SERVICES.....................................................................................A-1 to A-5 SCHEDULE B—COST SUMMARY AND FEE SCHEDULE .................................................... B-1 to B-2 SCHEDULE C—AGREED OVERHEAD............................................................................................... C-1 SCHEDULED —RESOLUTION............................................................................................................ D-1 SCHEDULE E —FIGURE E-1 (PROJECT AREA) SCHEDULE F—CERTIFICATION OF CONSULTANT........................................................................F-1 SCHEDULE G—AIRPORT AID PROGRAM........................................................................................ G-1 09/04 LUMP SUM CONSULTANT AGREEMENT FOR DESIGN PROJECT: Airfield Lighting & Signage Repairs Elizabeth Field Airport This Agreement, made effective this day of , 2015, is by and between the Town of Southold, New York, municipal corporation having an address at P.O. Box 1179, Southold, New York, 11971 (hereinafter referred to as the "SPONSOR"), and C&S Engineers, Inc., a New York business corporation having its principal offices at 499 Col. Eileen Collins Boulevard, Syracuse, New York 13212 (hereinafter referred to as the "CONSULTANT"). The Fishers Island Ferry District, having and address at P.O. Box H, Town of Southold, New York, shall act on behalf of The Town of Southold as the SPONSOR'S representative for this Agreement. WITNESSETH: That the SPONSOR and the CONSULTANT, for and in consideration of the mutual obligations set forth herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, agree as follows: ARTICLE 1—DESCRIPTION OF SERVICES TO BE PERFORMED The SPONSOR hereby retains the CONSULTANT because of its ability and reputation, and the CONSULTANT accepts such retention, to perform for the SPONSOR the services of the Project more particularly described in Schedule "A", which is attached hereto and made a part hereof (the "Basic Services"). The SPONSOR's resolution or other authorization for retaining the CONSULTANT is attached hereto and made a part hereof as Schedule "D". In addition to other responsibilities of the SPONSOR as set forth in this Agreement, SPONSOR will designate in writing a person to act as SPONSOR's representative with respect to the services to be provided under this Agreement. Such person shall have complete authority to transmit instructions, receive information, interpret and define SPONSOR's policies and decisions with respect to CONSULTANT'S services for the Project. CONSULTANT shall not rely on directions from anyone outside the scope of that person's authority as set forth in written delegations. Directions and decisions made by the SPONSOR's representatives shall be binding on the SPONSOR. ARTICLE 2—PROVISION FOR LUMP SUM PAYMENT — TIME FOR PERFORMANCE The SPONSOR shall pay to the CONSULTANT, and the CONSULTANT shall accept, as full compensation for the performance by the CONSULTANT of the Basic Design Services a lump sum fee of $35,000, which covers salaries of employees assigned to the Project, all indirect costs, all direct expenses, and profit. The maximum fee under this Agreement cannot be exceeded for any reason, unless Additional Services are authorized and performed in accordance with the provisions of Article 11 of this Agreement. The method of computation of the CONSULTANT's lump sum fee is prescribed in Schedule `B", which is attached hereto and made a part hereof. Partial payments of the lump sum fee shall be made monthly on account. The portion of the fee billed for the 09/04 CONSULTANT's Basic Services will be based upon the CONSULTANT's estimate of the proportion of the total Basic Services actually completed and expenses actually incurred at the time of billing. Payment of the final invoice will be made upon the substantial completion of the Basic Services covered by the lump sum fee. If the SPONSOR fails to make any payment due the CONSULTANT for services and expenses within forty-five (45) days after receipt of the CONSULTANT's invoice therefor, then the amounts due the CONSULTANT shall be increased at the rate of 1.5% per month from said forty-fifth (45th) day. Payments will be credited first to principal and then to interest. Additionally, the CONSULTANT may, after giving seven (7) days' notice to the SPONSOR, suspend services under this Agreement until the invoice is paid. Upon payment in full by the SPONSOR, the CONSULTANT shall resume performance or furnishing of services under this Agreement, and the time schedule and compensation set forth in Schedule `B" hereto shall be equitably adjusted to compensate for the period of suspension. Execution of this Agreement by the SPONSOR and the CONSULTANT constitutes the SPONSOR's written authorization to the CONSULTANT to proceed as of the above -written date with the performance of Basic Services as set forth in Schedule "A". The time for completion of the Basic Services under this Agreement, subject to the provisions of Articles 12, 13, and 22 hereof, shall be as recorded in Schedule "A". ARTICLE 3—STANDARD OF CARE, STANDARD PRACTICES, AND REQUIREMENTS The standard of care for all engineering and related services performed or furnished by the CONSULTANT under this Agreement shall be the care and skill ordinarily used by members of the CONSULTANT's profession practicing under similar conditions at the same time and in the same locality. Before beginning to perform or furnish any service hereunder, the CONSULTANT shall ascertain the standard practices of the SPONSOR, the New York State Department of Transportation (the "NYSDOT"), the Federal Aviation Administration (the FAA) and the Federal Emergency Management Agency (FEMA), if any, for projects of a type similar to this Project. Where the CONSULTANT deems it practicable to do so, the services to be provided or furnished under this Agreement shall be performed in accordance with these standard practices as long as they are consistent with the standard of care. If any of these standard practices are inconsistent with the CONSULTANT's standard of care or are in conflict with one another, or if strict adherence to the same is impossible or undesirable, then the CONSULTANT's services may vary or deviate from such standards. ARTICLE 4—ENTIRE AGREEMENT This Agreement, with its accompanying Schedule or Schedules, constitutes the entire agreement between the SPONSOR and the CONSULTANT with respect to its subject matter, and supersedes any prior agreement, whether written or verbal, with respect to that subject matter. This Agreement may be amended or modified only by written instrument signed by the SPONSOR and the CONSULTANT. ARTICLE 5—TAXES, ROYALTIES, AND EXPENSES The CONSULTANT shall pay all taxes, royalties, and expenses incurred by the CONSULTANT in connection with performing its services under this Agreement, unless otherwise provided in Article 2. ARTICLE 6—CONSULTANT LIABILITY To the fullest extent permitted by law, the CONSULTANT shall indemnify the SPONSOR against, and hold it harmless from, any suit, action, actual damage, and cost resulting solely from the negligent performance of services or omission of the CONSULTANT under this Agreement, up to the limits of any available insurance. Negligent performance of services, within the meaning of this Article, shall include, in addition to negligence founded upon tort, negligence based upon the CONSULTANT'S failure to meet professional standards and 2 09/04 resulting in obvious or patent errors in the services performed hereunder. Nothing in this Article or in this Agreement shall create or give to third parties any claim or right of action against the CONSULTANT or the SPONSOR beyond such as may legally exist irrespective of this Article or this Agreement. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the SPONSOR nor the CONSULTANT, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or to this Agreement. This mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation and any other consequential damages that either parry may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both the SPONSOR and the CONSULTANT shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this project. The provisions of this Article 6 shall survive termination or expiration of this Agreement. ARTICLE 7—LABOR LAW REQUIREMENTS The CONSULTANT, and any subconsultant or subcontractor retained by it in connection with the performance or furnishing of services under this Agreement, shall comply with the requirements of state or federal statutes, regulations, or orders applicable to the employment of employees including the requirements of Schedule "G" which is attached hereto and made a part hereof. The SPONSOR recognizes that the CONSULTANT will be required by the New York State Department of Labor (the "NYSDOL") to compensate its personnel performing field survey work in accordance with applicable state wage rates in effect at the same time services are performed. The SPONSOR understands that the CONSULTANT has no control over these labor rates and their periodic increases. Therefore, the SPONSOR agrees to compensate the CONSULTANT for field survey services included as a part of this Agreement in accordance with the NYSDOL Prevailing Rate Schedule, which is incorporated by reference into this Agreement. Furthermore, the SPONSOR shall compensate the CONSULTANT for all increases in labor costs, including applicable overhead and profit, when those increases occur by direction of the NYSDOL. Billings for, and payments by the SPONSOR of, these increases will take place routinely in accordance with the appropriate terms of this Agreement and these increases will be paid as an additional cost over and above the agreed amount. ARTICLE 8—NONDISCRIMINATION PROVISIONS During the performance of it's services under this Agreement, the CONSULTANT, and any other subconsultant, subcontractor, or vendor retained by it, shall comply with the nondiscrimination requirements set forth in schedules "H" and "I" in every subconsultant agreement, subcontract, or purchase order in such a manner that such provisions will be binding upon each subconsultant, subcontractor, or vendor as to operations to be performed within the State of New York. The CONSULTANT will take such action in enforcing such provisions of such subconsultant agreement, subcontract, or purchase order as the SPONSOR may direct, including sanctions or remedies for non-compliance. If the CONSULTANT becomes involved in or is threatened with litigation by a subconsultant, subcontractor, or vendor as a result of such direction by the SPONSOR, the CONSULTANT shall promptly so notify the SPONSOR's legal counsel, requesting such counsel to intervene and protect the interests of the SPONSOR. 09/04 ARTICLE 9—WORKER'S COMPENSATION AND LIABILITY INSURANCE The CONSULTANT agrees to procure and maintain at its own expense, and without direct expense to the SPONSOR, until final acceptance by the SPONSOR of the services covered by this Agreement, insurance of the kinds and in the amounts hereafter provided, written by insurance companies authorized to do business in the State ofNew York. Before commencing the performance of services hereunder, the CONSULTANT shall furnish the SPONSOR a certificate or certificates, in form satisfactory to the SPONSOR, showing that it has complied with this Article. All policies shall provide for a 30 -day notice of policy cancellation to the SPONSOR (except 10 days' notice should be provided for cancellation due to non-payment of premiums). The kinds and amounts of insurance required are as follows: A. Policy or policies covering the obligations of the CONSULTANT in accordance with the provisions of any applicable worker's compensation or disability benefits law, including for the State of New York Chapter 41, Laws of 1914, as amended, known as the Workers' Compensation Law, and amendments thereto, and Chapter 600 of the Laws of 1949, as amended, known as the Disability Benefits Law, and this Agreement shall be void and of no effect unless the CONSULTANT procures such policy or policies and maintains the same in force during the term of this Agreement. B. Policy or policies of commercial general liability insurance, with broad form endorsement covering, among other things, the CONSULTANT's obligation under Article 6 hereof, with limits of liability of not less than One Million Dollars ($1,000,000) for all damages arising out of bodily injury, including death at any time resulting therefrom sustained by one (1) person in any one (1) accident; and, subject to that limit for each person; not less than Three Million Dollars ($3,000,000) for all damages arising out of bodily injury, including death at any time resulting therefrom, sustained by two (2) or more persons in any one (1) accident; and not less than One Million Dollars ($1,000,000) for all damages arising out of injury to or destruction of property in any one (1) accident, and, subject to that limit per accident, not less than Three Million Dollars ($3,000,000) for all damages arising out of injury to or destruction of property during the policy period. 1. Liability insurance issued to and covering the liability of the CONSULTANT's subconsultants and subcontractors, having the same policy limits as those set forth above, with respect to all services or work performed by said subconsultants or subcontractors under this Agreement. 2. Protective liability insurance issued to and covering the liability of the CONSULTANT with respect to all services under this Agreement performed for the CONSULTANT by subconsultants or subcontractors. Professional liability insurance issued to and covering the liability of the CONSULTANT with respect to all professional services performed by it under this Agreement. The SPONSOR AND FEMA shall be additional insureds, as their interests may appear, under the insurance coverages described in Paragraph B above, except for the coverage described in Subparagraph (3), which coverages shall be subject to all of the terms, exclusions, and conditions of the applicable policy. ARTICLE 10—ASSIGNMENT REQUIREMENTS The CONSULTANT specifically agrees that: A. It is prohibited from assigning, transferring, conveying, subletting, or otherwise disposing of this Agreement or of its right, title, or interest herein, or its power to execute this Agreement, to any other person, company, or corporation without the previous consent in writing of the SPONSOR and the Federal Emergency Management Agency (FEMA). 4 09/04 B. If this provision of the Agreement is violated, the SPONSOR may terminate this Agreement for cause in accordance with the provisions of Article 12. Furthermore, the SPONSOR shall be relieved from any liability and obligation hereunder to the person, company, or corporation to whom the CONSULTANT shall assign, transfer, convey, sublet, or otherwise dispose of this Agreement in violation of the foregoing paragraph (A), and such transferee shall forfeit and lose all monies assigned to it under this Agreement, except so much as may be required to pay its employees. ARTICLE 11 ADDITIONAL SERVICES If authorized in writing by the SPONSOR through a Supplemental Agreement, the CONSULTANT shall furnish or obtain from others any service that is beyond the scope of Schedule(s) "A" ("Additional Services"). The scope, and time for performance, and payment from the SPONSOR to the CONSULTANT for, any Additional Services (which shall be on the basis set forth in Schedule(s) `B") shall be set forth in such Supplemental Agreement. ARTICLE 12—ABANDONMENT OR AMENDMENT OF PROJECT AND TERMINATION A. ABANDONMENT OR AMENDMENT OF THE PROJECT—The SPONSOR shall have the absolute right to abandon or to amend its Project or to change the general basis of performance at any time, and such action on its part shall in no event be deemed a breach of this Agreement. If the SPONSOR amends its Project or changes the general basis thereof, and the CONSULTANT is of the opinion that Additional Services are made necessary thereby, then the provisions of Article 11 of this Agreement with respect to Additional Services shall apply. If the SPONSOR abandons the Project, then the provisions ofparagraph B(1)(b) below shall govern payment to the CONSULTANT. B. TERMINATION The obligation to provide further services under this Agreement may be terminated: 1. For Cause: a. By either party upon thirty (3 0) days' prior written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement through no fault of the terminating party. Notwithstanding the foregoing, this Agreement will not terminate as the result of such substantial failure if the party receiving notice begins, within seven (7) days after receipt of such notice, to correct its failure to perform and proceeds diligently to cure such failure within thirty (30) days of such receipt; provided that, if and to the extent that such substantial failure cannot reasonably be cured within such thirty (30) -day period, and if the party has diligently attempted to cure the failure and thereafter continues diligently to cure the problem, then the cure period may, in the discretion of the terminating party, be extended to sixty (60) days after the receipt of notice. b. By the CONSULTANT upon seven (7) days' written notice if (a) the CONSULTANT believes that it is being requested by the SPONSOR to perform or furnish services contrary to or in conflict with the CONSULTANT's responsibilities as a licensed design professional or the standard of care set forth in Article 3 hereof; or (b) the CONSULTANT's services are delayed or suspended for more than ninety (90) days, consecutively or in the aggregate, for reasons beyond the CONSULTANT'S control; or (c) the SPONSOR has abandoned, or is considered to have abandoned, the Project. 2. For convenience by the SPONSOR, effective upon the receipt of notice by the CONSULTANT. 09/04 C. PAYMENTS UPON TERMINATION 1. For Cause: a. By the SPONSOR: If the SPONSOR terminates this Agreement for cause upon completion of any phase of Basic Services, then progress payments due the CONSULTANT in accordance with this Agreement for all such services performed by or furnished through the CONSULTANT and its subconsultants, subcontractors, and vendors through the completion of such phase shall constitute total payment for such services. If the SPONSOR terminates this Agreement for cause during any phase of Basic Services, the CONSULTANT will also be paid for such services performed or furnished in accordance with this Agreement by the CONSULTANT during that phase through the date of termination on the basis specified in Schedule(s) `B". The CONSULTANT will also be paid for the charges of its subconsultants, subcontractors, or vendors who performed or furnished Basic Services to the extent that such services have been performed or furnished in accordance with this Agreement through the effective date of the termination. The SPONSOR shall also pay the CONSULTANT for all unpaid Additional Services and unpaid Reimbursable Expenses. b. By the CONSULTANT: If the CONSULTANT terminates this Agreement for cause upon completion of any phase of Basic Services, then progress payments due the CONSULTANT in accordance with this Agreement for all such services performed or furnished by the CONSULTANT and its subconsultants, subcontractors, or vendors through the completion of such phase shall constitute total payment for such services. The CONSULTANT shall also be paid for all unpaid Additional Services and unpaid Reimbursable Expenses, as well as for the CONSULTANT's reasonable expenses directly attributable to termination in accordance with the rates for Additional Services set forth in Schedule(s) `B" hereto measured from the date of termination, including fair and reasonable sums for overhead and profit and the costs of terminating the CONSULTANT'S contracts with its subconsultants, subcontractors, or vendors. 2. For convenience If the SPONSOR terminates this Agreement for convenience upon completion of any phase of Basic Services, then progress payments due the CONSULTANT in accordance with this Agreement for all such services performed by or furnished through the CONSULTANT through the completion of such phase shall constitute total payment for such services. If the SPONSOR terminates this Agreement for convenience during any phase of Basic Services, the CONSULTANT will also be paid for such services performed or furnished in accordance with this Agreement by the CONSULTANT during that phase through the date of termination on the basis specified in Schedule(s) `B". Additionally, the CONSULTANT will be paid for the charges of its subconsultants, subcontractors, or vendors who performed or furnished Basic Services through the effective date of termination. The SPONSOR shall also pay the CONSULTANT for all unpaid Additional Services and unpaid Reimbursable Expenses, as well as for the CONSULTANT's reasonable expenses directly attributable to termination in accordance with the rates for Additional Services set forth in Schedule(s) `B" measured from the date of termination, including fair and reasonable sums for overhead and profit and the costs of terminating the CONSULTANT'S contracts with its subconsultants, subcontractors, or vendors. ARTICLE 13—SUSPENSION OF SERVICES If the CONSULTANT's services hereunder are delayed or suspended, in whole or in part, by the SPONSOR for more than thirty (30) calendar days, consecutively or in the aggregate, through no fault of the CONSULTANT, then the CONSULTANT shall be entitled to equitable adjustments of rates and amounts of compensation to reflect, among other things, reasonable costs incurred by the CONSULTANT in connection with the delay or suspension and reactivation and the fact that the time for performance of the CONSULTANT's services 6 09/04 hereunder has been revised. If the delay or suspension persists for more than ninety (90) days, consecutively or in the aggregate, then the CONSULTANT may consider the Project to have been abandoned by the SPONSOR and may terminate this Agreement for cause. Upon the SPONSOR's resumption of its Project, and if the CONSULTANT has not terminated this Agreement for cause, the CONSULTANT shall resume its services under this Agreement until the services are completed and accepted, subject to any adjustment in the rates set forth in Schedule(s) `B" because of the passage of time. ARTICLE 14—INTERCHAN6E OF DATA During the performance of this Agreement, all technical data in regard to the Project whether (a) existing in the office of the SPONSOR or (b) existing in the office of the CONSULTANT, shall be made available to the other party to this Agreement without expense to such other party. ARTICLE 15—DISPOSITION OF PROJECT DOCUMENTS At the time of completion of its services and upon payment in full therefor, the CONSULTANT shall make available to the SPONSOR copies of documents prepared as the result of this Agreement. These documents shall then become the property of the SPONSOR and the maintenance of the data therein shall be the sole responsibility of the SPONSOR. Any reuse of the documents by the SPONSOR or others on extensions of the Project, or on any other project, without written verification or adaptation by the CONSULTANT and its subconsultants, subcontractors, or vendors, as appropriate, for the specific purpose intended will be at the SPONSOR's sole risk and expense and without liability or legal exposure to the CONSULTANT or its subconsultants, subcontractors, or vendors. The SPONSOR shall indemnify the CONSULTANT, its subconsultants, subcontractors, and vendors against, and hold them harmless from, all claims, damages, losses, and expenses (including reasonable expert and attorneys' fees) arising out of or resulting from such reuse. In the event that this Agreement is terminated for any reason, then within ten (10) days after such termination, the CONSULTANT shall make available to the SPONSOR all data and material prepared under this Agreement, including cover sheets, in accordance with and subject to the terms of the above paragraphs. ARTICLE 16—CODE OF ETHICS The CONSULTANT specifically agrees that this Agreement may be canceled or terminated if any service under this Agreement is in conflict with the provisions of Section 74 of the New York State Public Officers' Law, as amended and Schedule "17", which is attached hereto and made a part hereof. ARTICLE 17—INDEPENDENT CONTRACTOR The CONSULTANT, in accordance with its status as an independent contractor, shall conduct itself consistent with such status; shall neither hold itself out as nor claim to be an officer or employee of the SPONSOR by reason hereof, and shall not, by reason hereof, make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of the SPONSOR, including, but not limited to, workers' compensation coverage, unemployment insurance benefits, Social Security coverage, or retirement membership or credit. ARTICLE 18—PATENT RIGHTS AND COPYRIGHTS Any patentable result arising out of this Agreement, as well as all information, designs, specifications, know- how, data, and findings, shall be made available without cost to the State of New York or its licensees for public use. No material prepared in connection with this Project shall be subject to copyright. The State and the 09/04 FAA shall have the right to publish, distribute, disclose, or otherwise use any material prepared under this Project, subject to the provisions of Article 15 hereof. ARTICLE 19—FEDERAL PARTICIPATION FEMA s not a party to this Agreement, although the Proj ect work program covered by this Agreement may be financially aided in part by an Agreement between the SPONSOR and FEMA. The SPONSOR and the CONSULTANT hereby agree to comply fully with the conditions set forth in detail in the Grant Agreement as though they were set forth in detail in this Agreement including the requirements set forth in Schedules "F", and "G" hereto. The CONSULTANT further agrees that, by reason of complying with the conditions of the Agreement, no obligation is entailed on the part of FEMA to the CONSULTANT. The CONSULTANT and the SPONSOR agree that properly authorized officials of the FAA and FEMA may from time to time inspect all Project documents for the purpose of insuring compliance with Federal laws and protecting the interests of FEMA and the FAA. ARTICLE 20—MISCELLANEOUS A. The CONSULTANT shall require all persons employed to perform services hereunder, including its subconsultants or subcontractors, vendors, agents, officers, and employees, to comply with applicable laws in the jurisdiction in which the Project is located. B. If any provision of this Agreement is held to be invalid, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. C. By execution of this Agreement, the CONSULTANT represents that it has not paid, and also agrees not to pay, any bonus or commission for the purpose of obtaining any approval of this Agreement. D. Any notice required under this Agreement shall be in writing, addressed to the appropriate party at the address set forth above, and shall be given personally; by registered or certified first-class mail, postage prepaid and return receipt requested; by facsimile transmission, with confirmation of receipt; or by a nationally -recognized overnight courier service, with proof of receipt. Notice shall be effective upon the date of receipt. For purposes of this Agreement, failure or refusal to accept receipt shall constitute receipt nonetheless. Either party may change its address for notice by giving notice to the other in accordance with the terms of this paragraph. E. This Agreement, and the interpretation and enforcement of the provisions hereof, is governed by the laws of the State of New York. F. SPONSOR acknowledges that: • CONSULTANT is not recommending any action to SPONSOR or other obligated person hereunder that would cause CONSULTANT to be considered a municipal advisor for purposes of the Securities and Exchange Commission Registration of Municipal Advisors Rule, 78 Fed. Reg. 67468 (2013); • CONSULTANT does not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 (15 U.S.C. 78o-4) to SPONSOR or other obligated person with respect to the information and material contained in this Agreement or any Project deliverable; and • SPONSOR or other obligated person should discuss any information and material contained in this Agreement or Project deliverable with any and all internal or external advisors and experts that SPONSOR or other obligated person deems appropriate before acting on this information or material. 09/04 ARTICLE 21 — SUBCONSULTANTS/SUBCONTRACTORS AND VENDORS All subconsultants and subcontractors performing services for or work on this Project shall be bound by the same required provisions of this Agreement as is the CONSULTANT. As set forth above, all agreements between the CONSULTANT and a subconsultant, subcontractor, or vendor shall include all standard required contract provisions, and such agreements shall be subject to review by the Federal Aviation Administration (FAA) and the Federal Emergency Management Agency (FEMA). ARTICLE 22 — FORCE MAJEURE Any delay in or failure of performance of any party to this Agreement shall not constitute a default under this Agreement nor give rise to any claim for damage, if and to the extent such delay or failure is caused by occurrences or events beyond the control of the party affected, including, but not limited to, acts of God; expropriation or confiscation of facilities or compliance with any order or request of government authority, affecting to a degree not presently existing, the supply, availability, or use of personnel or equipment; loss of utility services; blizzard; flood; fire; labor unrest; strikes; war; riot; or any cause the party is unable to prevent with reasonable diligence. A party who is prevented from performing for any reason shall immediately notify the other in writing of the reason for the nonperformance and the anticipated extent of any delay. Additionally, if the delay resulting from any of the foregoing increases the cost of or time required by CONSULTANT to perform its services hereunder in an orderly and efficient manner, then CONSULTANT shall be entitled to an equitable adjustment in schedule and/or compensation. ARTICLE 23 — DISPUTE RESOLUTION A. The SPONSOR and the CONSULTANT agree to negotiate in good faith for a period of thirty (30) days from the date of notice of disputes between them prior to exercising their right under Section 24B below. The thirty -day period may be extended upon mutual agreement of the parties. B. If any dispute cannot be resolved pursuant to paragraph (A) above, and only if mutually agreed by SPONSOR and CONSULTANT, said dispute and all unsettled claims, counterclaims, and other matters in question between them arising out of or relating to this Agreement or the breach of any provision hereof ("disputes") shall be submitted to mediation by a mediator, to be selected by the parties j ointly, prior to a party initiating a legal action against the other, unless initiating mediation would irrevocably prejudice one of the parties. It is the intention of the parties that any agreement reached at mediation become binding. The cost of mediation shall be shared equally between the parties. 09/04 IN WITNESS WHEREOF, this Agreement has been executed by the SPONSOR, acting by and through the Town of Southold, who has caused the seal of his or her office to be affixed hereto, and by the CONSULTANT, acting by and through a duly -authorized officer, effective the day and year first above -written, subject to the approval of the Federal Emergency Management Agency (FEMA). SPONSOR(S) Fishers Island Ferry District By: (Print Name) Title:) CONSULTANT C&S Engineers, Inc. J By: Grego Toppm . . Title: Associate Group Manager -Aviation Group Date: � � ��--�- �%S Date: Town of Southold By: Scott A. Russell Title: Town Supervisor Date: 10 09/04 IN WITNESS WHEREOF, this Agreement has been executed by the SPONSOR, acting by and through the Town of Southold, who has caused the seal of his or her office to be affixed hereto, and by the CONSULTANT, acting by and through a duly -authorized officer, effective the day and year first above -written, subject to the approval of the Federal Emergency Management Agency (FEMA). SPONSOR(S) Fishers Island Ferry District By: By: (Print Name) CONSULTANT C&S Engineers, Inc. Gregory T. Topping, P.E. Title: Commissioner Title: Associate Grow Manager -Aviation Grouu Date: Town of Southold By: Ctr-1 Scott A. Russell Title: Town Supervisor Date: Date: 11 FaFrojecd211 - TOWN OF SOUTHOLM211015002 - Airfield Lighting RepairsWgreementslAirfield Lighting Repairs -DESIGN AGREEMENT (Revised 4-7-15),doq 09/04 SCHEDULE A SCOPE OF WORK Project Title: Airfield Lighting & Signage Repairs Airport Name: Elizabeth Field Airport Services Provided: Design Project Description: The CONSULTANT shall provide required services to design the Airfield Lighting Repairs project (the "Project"). The Project will be performed and constructed by the SPONSOR with financial and signage assistance from the Federal Emergency Management Agency (FEMA). The project consists of lighting and signage repairs along Runways 12-30 and 7-25 including: replacement of all Runway Medium -intensity edge lighting (base -up), replacement of all 8 Runway End Identifier Lights (REEL) units (base -up), replacement of all 4 Runway Precision Approach Path Indicator (PAPI) units (base - up), replacement of Runway 25 and 30 PAPI control units (base -up), replacement of 4 guidance sign assemblies (base up), replacement of 4 guidance sign electrical components (internal to sign assembly) and replacement of 3 double obstruction lights (base -up). Included will be replacement of all airfield lighting conductors and isolated areas of conduit replacement. Services to be provided by the CONSULTANT shall include civil and electrical engineering services, as applicable, required to accomplish the following items ("Basic Services"): ADMINISTRATION PHASE The specific services to be provided or furnished for this Phase of the Project are the following: 1. Preparation of Categorical Exclusion (CATEX) and SEQR—Type II documentation and coordination with FAA and NYSDEC for NEPA and SEQR Review, respectively. 2. The construction budget for the Project is $370,000.00. The Consultant shall evaluate the feasibility of this budget, based upon the Consultant's experience as a design professional, and keep the Sponsor apprised during each phase of the Project of the results of such evaluation. The Consultant shall advise the Sponsor as to options available for reducing construction costs to stay within the budget, if it appears likely that contractor bid prices will exceed this budget. 3. Perform project management duties such as project planning, invoice preparation, schedule coordination and coordination of design team. 4. Provide to the SPONSOR monthly project status reports. 5. Schedule coordination- consultant shall provide continued coordination so that project schedules are met for each phase of work included in this contract. 6. The design schedule is anticipated to be as follows: Time from Anticipated Receipt of NTP Completion Date Contract Execution - May 1, 2015 Design Notice to Proceed (NTP) - May 1, 2015 Preliminary Design 30 days May 31, 2015 Final Design 50 days June 20, 2015 Advertise Bids 60 days July 1, 2015 A-1 04/10 Receive Bids 85 days Award Project 95 days Construction Contract Execution 110 days Construction NTP 125 days Construction Completion 155 days July 22, 2015* August 1, 2015* August 16 1, 2015* September 1, 2015* September 30, 2015* *These dates are anticipated and approximate. An updated schedule will be provided throughout the project design stage. PRELIMINARY DESIGN The services to be performed during this Phase consist generally of services required to furnish the SPONSOR with a set of Preliminary Plans, Specifications, and Engineer's Opinion of Probable Construction Cost. The specific services to be provided or furnished for this Phase of the Project are the following: 1. Perform a preliminary environmental review, including the collection and review of available documents such as published wetland maps, soil conservation survey maps, and previous master plan and environmental archaeological studies, to identify potential impacts the Project may have on the environment. 2. Complete the appropriate NEPA and SEQR forms and prepare and submit letters to governmental agencies requesting their review and determination regarding what, if any, impact the Project is expected to have on sensitive environmental areas. 3. Coordinate FAA reimbursable agreement for PAPI flight check (if necessary). 4. Review existing assessment reports. 5. Develop preliminary airfield lighting and signage repair layouts and investigate existing electrical system capacities. 6. Develop preliminary visual aid designs for PAPIs, REILs and select control units for proposed replacement. The design shall be checked against existing visual aid settings and conditions including aiming angle to ensure correct proposed visual aid settings and conditions. 7. Coordinate with FAA to initiate flight check process to re -instate all visual aids after project completion. Flight check shall occur after project construction is complete. 8. Prepare Construction Safety Phasing Plan for the safe and efficient construction in accordance with FAA guidance. 9. Prepare preliminary Contract Drawings (approximately 75% complete) providing sufficient detail for review of design concepts by the SPONSOR AND FEMA. 10. Develop general specifications. 11. Develop technical specifications expected to be required for the proposed work. FAA standard technical specifications shall be used whenever possible, with supplemental specifications developed by the consultant. 12. Update opinion of probable construction cost to reflect the outcomes of preliminary Project design. 13. Perform an internal quality control review on all design documents. 14. Submit sufficient copies of preliminary design documents to the SPONSOR, and FEMA for their review and comment. 15. Schedule and conduct a preliminary design review teleconference to discuss and resolve SPONSOR and FEMA comments. A-2 04/10 FINAL DESIGN PHASE The services included under this Phase shall generally consist of services required to furnish the SPONSOR with a complete set of Contract Documents for the Project, including Final Plans, Specifications and opinion of probable construction costs. Services to be performed or furnished during this Phase may include revising the preliminary submittal information to comply with SPONSOR AND FEMA comments and then completion of the final design. Plans and Specifications, suitable for unit price bidding, will be completed; final design will be coordinated with the SPONSOR AND FEMA and a complete set of bid documents will be furnished to the SPONSOR AND FEMA. A final opinion of probable construction cost and the final Design Report will also be prepared and submitted. A final Construction Safety and Phasing Plan will be included as part of the Contract Documents. The specific services to be provided or furnished for this Phase of the Project are the following: 1. Finalize airfield lighting and signage repair layouts and detail installations. 2. Finalize designs for PAPI and REIL replacements and detail installations. 3. Coordinate with FAA to further define flight check which shall occur after project construction is complete. 4. Prepare final Contract Drawings on 22" x 34" or 11" x 17" Paper. It is anticipated that the final drawings will consist of the following sheets: Sheets Name 1 Title Sheet 2 Quantities for Canvass of Bids and Sheet Index 3 General Notes and Legend 4 General Plan 5 Construction Safety Phasing Plans and Details 1 6 Construction Safety Phasing Plans and Details 2 7 Electrical Demolition Plans 1 8 Electrical Demolition Plans 2 9 Lighting and Signage Plans 1 10 Lighting and Signage Plans 2 11 Lighting and Signage Details 1 12 Lighting and Signage Details 2 5. Perform a detailed quantity takeoff of all bid items to be included on the Contract Drawings and in the General Specifications of the Contract Documents. 6. Finalize General Specifications 7. Finalize written Technical Specifications for all construction materials and installations. FAA standard technical specifications shall be used whenever possible, with supplemental specifications developed by the consultant. 8. Finalize CSPP and include in Specifications and on the Contract Drawings. 9. Prepare final opinion of probable construction costs based upon the actual bid items and quantity takeoffs. 10. Perform final internal quality control review on all design documents. 11. Submit draft final documents to the SPONSOR, and FEMA for final review and comment. 12. Schedule and conduct draft final review meeting with the SPONSOR to discuss and resolve final A-3 04/10 comments. 13. Reproduce and submit sufficient copies of bid documents to SPONSOR for bidding purposes. Bid documents shall consist of the Contract Drawings and Specifications. BID PHASE The Bid Phase is the time frame between completion of the design process and beginning of actual construction when the SPONSOR publicly advertises and receives bids, awards contracts to the lowest responsible bidder, and executes a construction contract to perform the work with the successful contractor(s). The CONSULTANT shall assist the SPONSOR during this Phase as required. The specific services to be provided or furnished for this Phase of the Project are the following: 1. Assist the SPONSOR in the advertisement of the Project and issuance of bid documents. 2. Receive and respond as required to questions from potential bidders regarding the Contract Documents. 3. Schedule and conduct pre-bid meeting (If requested by the SPONSOR) and advise the SPONSOR on matters relating to design. Prepare meeting minutes of the pre-bid conference(s). 4. Prepare addenda to the bid documents after advertisement and prior to bidding as required upon the SPONSOR's approval. 5. Upon receipt of bids, conduct bid analysis. The bid review shall include items such as a check of the contractor's bid extensions, bid security, execution of bid, non -collusive bidding certificate, EEO certification, statement of surety's intent, addenda receipt, "Buy American" certificate, subcontractors and suppliers list, eligibility certification, corporate bidder's certification, non- discrimination statement and non -segregated facilities certificate. Request evidence of competency and evidence of financial responsibility from the contractor. Review contractor's list of personnel, list of equipment, and financial statement. Formal contact of the contractor's references shall be made upon SPONSOR's request or if the contractor has no past working relationship with the CONSULTANT, the SPONSOR and the FAA. 6. Prepare bid tabulation, recommendation/rejection of award to the SPONSOR, and a sample award letter. Request concurrence of award from FEMA. 7. Upon award of contract, prepare conformed copies of contracts; coordinate contractor's execution of contract; review contractor's bonds and insurance certificates; review contractor's submission with SPONSOR; coordinate SPONSOR's execution of the contract; and assist in distributing copies of executed contracts to the contractor and FEMA 8. Coordinate Notice to Proceed (NTP) for construction. Coordinate with SPONSOR for permission to issue NTP. Prepare a sample NTP letter for the SPONSOR to send to the contractor. ASSUMPTIONS: The conditions or considerations in developing the scope and fee for the project described above include: 1. No boundary or/and topographic -survey is included in this proposal. 2. No right-of-way or other deed research is included in this proposal. 3. No subsurface observations are included in this proposal. 4. The placement of boundary monumentation is not required. 5. SPONSOR will supply any deeds, maps, recorded and unrecorded information and an up-to-date abstract of title that will assist in the progress of this project. A-4 04/10 0 6. CONSULTANT has the Updated As -built drawing in inventory. 7. Existing electrical service can support the new work within this proposal without the addition of new electrical service. 8. Access to the site for inspection/survey can only be perform during day hours. 9. Cost estimates will be based on a review of recent unit bids received at the Airport and in surrounding areas for similar types of work. 10. Soil Sampling for contaminants will not be required for this project. 11. Preliminary and Final design review(s) will be performed with the SPONSOR via teleconference. 12. One (1) On-site Final Design Review meeting shall be conducted prior to Project Advertising. 13. Pre-bid Meeting (If requested by SPONSOR) shall be conducted via teleconference. END OF SCHEDULE A A-5 04/10 ARCHITECTURAL/ENGINEERING COST SUMMARY SCHEDULE "B" DESIGN PHASE PROJECT NAME: Airfield Lighting & Signage Repairs DATE: 03 -May -15 PROJ DESCRIPTION Miscellaneous lighting, saignage & NAVAID repairs from storm damage A/E: C & S ENGINEERS, INC. PROJECT NO: 211.015.002 CLIENT: Fishers Island Ferry District/Town of Southold C&S CONTACT: Thomas J. Horth, P.E. CLIENT MANAGER: Gordon Murphy I. ESTIMATE OF DIRECT SALARY COSTS: MAXIMUM AVERAGE RATE OF PAY RATE OF PAY ESTIMATED ESTIMATED TITLE ($/HR) ($/HR) @ HOURS COST A. SERVICE GROUP/ASSOCIATE MANAGER $78.90 $69.10 X 0 = $0.00 B. DEPARTMENT MANAGER $75.70 $60.50 X 0 = $0.00 C. MANAGING ENGINEER $68.60 $51.60 X 30 = $1,548.00 D. CHIEF/PRINCIPAL ENGINEER $58.40 $55.50 X 0 = $0.00 E. SENIOR PROJECT ENGINEER $46.90 $42.40 X 48 = $2,035.00 F. PROJECT ENGINEER / ENV SCIENTIST $42.10 $37.25 X 94 = $3,502.00 G. ENGINEER $37.50 $31.75 X 80 = $2,540.00 H. STAFF ENGINEER $29.80 $27.20 X 0 = $0.00 I. SENIOR DESIGNER $38.70 $32.85 X 0 = $0.00 J. DESIGNER $33.10 $27.10 X 0 = $0.00 K. CADD OPERATOR/DESIGN TECHNICIAN $24.20 $21.90 X 60 = $1,314.00 L. ADMINISTRATIVE ASSISTANT $25.40 $21.60 X 0 = $0.00 M. GRANTS PROGRAM MANAGER $46.00 $43.90 X 0 = $0.00 N. GRANTS ADMINISTRATOR $38.70 $25.00 X 0 = $0.00 O. ASSISTANT GRANTS ADMINISTRATOR $25.20 $24.50 X 0 = $0.00 P. MANAGING PLANNER $58.70 $51.20 X 0 = $0.00 Q. SENIOR PROJECT PLANNER $40.80 $39.70 X 0 = $0.00 R. PLANNER $32.00 $30.10 X 0 = $0.00 S. STAFF PLANNER $29.80 $27.20 X 0 = $0.00 T. SENIOR/MANAGING ARCHITECT $52.60 $48.70 X 0 = $0.00 U. SENIOR GIS ANALYST $28.20 $27.50 X 0 = $0.00 V. GEOLOGIST $29.30 $28.60 X 0 = $0.00 W. ENVIRONMENTAL SCIENTIST $45.90 $29.28 X 0 = $0.00 X. SENIOR CONSTRUCTION SUPERVISOR $66.70 $65.00 X 0 = $0.00 Y. CONSTRUCTION SUPERVISOR $47.60 $45.30 X 0 = $0.00 Z. RESIDENT ENGINEER $47.00 $45.80 X 0 = $0.00 AA. CHIEF INSPECTOR $40.60 $37.80 X 0 = $0.00 BB. SENIOR INSPECTOR $32.00 $31.20 X 0 = $0.00 CC. INSPECTOR $24.90 $24.20 X 0 = $0.00 DD. JUNIOR INSPECTOR $21.80 $20.80 X 0 = $0.00 EE. SENIOR TECHNICAL ADMINISTRATOR $32.60 $32.60 X 0 = $0.00 FF. SENIOR PROJECT LANDSCAPE ARCHITECT $42.10 $36.80 X 0 = $0.00 GG. PROJECT LANDSCAPE ARCHITECT $35.00 $33.50 X 0 = $0.00 TOTAL ESTIMATED DIRECT SALARY COST: $10,939.00 11. OVERHEAD EXPENSES & PAYROLL BURDEN PER SCHEDULE "C" - (AGREED OVERHEAD EXPRESSED AS A PERCENTAGE OF DIRECT SALARY COST): 171.00% $18,706.00 III. SUBTOTAL OF ITEMS I & II: B-1 $29,645.00 IV. ESTIMATE OF DIRECT EXPENSES: A. TRAVEL, BY AUTO: B. TRAVEL, BY AIR: C. PER DIEM: D. MISCELLANEOUS: 1 TRIPS @ 640 MILES/TRIP @ $0.575 = $368.00 0 TRIPS @ 0 PERSONS. @ $0.00 = $0.00 1 DAYS @ 2 PERSONS @ $192.00 = $384.00 $37.78 TOTAL ESTIMATE OF DIRECT EXPENSES: V. FIXED FEE (PROFIT, LUMP SUM): A. LABOR PLUS OVERHEAD: 15% (OF III.) B. DIRECT EXPENSES: 15% (OF IV.) TOTAL FIXED FEE: VII. TOTALS: A. MAXIMUM TOTAL COST FOR DESIGN SERVICES, AGREEMENT TOTAL & FEMA ELIGIBLE: B-2 $789.78 $4,446.75 $118.47 $4,565.22 $35,000.00 SCHEDULE "C" C&S ENGINEERS, INC AGREED OVERHEAD GENERAL & ADMINISTRATIVE OVERHEAD Indirect Labor ALLOWABLE % OF SALARY OVERHEAD (PAYROLL BURDEN) COST DIRECT LABOR Vacation & Holiday 2,200,000.00 16% Sick & Personal 520,000.00 4% FICA Taxes 1,900,000.00 14% U. E. Taxes 300,000.00 2% WC Insurance 115,000.00 1% Group Insurance 1,800,000.00 13% Bonus 450,000.00 3% Employee Benefits 460,000.00 3% Payroll Preparation 30,000.00 0% TOTAL SALARY OVERHEAD 7,775,000.00 57% GENERAL & ADMINISTRATIVE OVERHEAD Indirect Labor 3,300,000.00 24% Clerical & Administrative 1,900,000.00 14% Project Development 3,000,000.00 22% Training & Recruitment 400,000.00 3% Office Supplies & Equipment Leases 1,650,000.00 12% Travel & Auto Expenses 840,000.00 6% Insurance 490,000.00 4% Depreciation 640,000.00 5% Rent, Janitorial, & Maintenance 1,800,000.00 13% Utilities 180,000.00 1 % Telephone 360,000.00 3% Dues & Fees 600,000.00 4% Workshops, Seminars, & Education 250,000.00 2% Legal & Accounting 180,000.00 1% TOTAL GENERAL & ADMINISTRATIVE 15,590,000.00 114% TOTAL OVERHEAD 23,365,000.00 171% TOTAL DIRECT LABOR 13,700,000.00 END OF SCHEDULE SCHEDULE "D RESOLUTION 2015-344 �aO ADOPTED DOC ID: 10721 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2015-344 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON APRIL 7,2015: WHEREAS, FEMA has requested that certain Airport lighting and seal work be performed at the Fishers Island Elizabeth Field Airport ("Airport"); and WHEREAS, the Board of Commissioners of the Fishers Island Ferry District adopted a resolution at their March 16, 2015, Meeting waiving its Procurement Policy requirement on professional services by hiring C&S Engineers to perform the engineering services in connection with said work; and WHEREAS, C&S Engineers has the unique experience and history as Project Manager on several previous Airport projects; now, therefore, be it RESOLVED that the Town Board of the Town of Southold hereby ratifies the March 16, 2015, resolution of the Board of Commissioners of the Fishers Island Ferry District waiving its Procurement Policy requirement on professional services to allow C&S Engineers to manage and oversee all aspects of the lighting and seawall work at said Airport. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Jill Doherty, Councilwoman SECONDER: William P. Ruland, Councilman AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell END OF SCHEDULE SCHEDULE "F" CERTIFICATION OF CONSULTANT I hereby certify that I am the Manager of the Airport Services Group and a duly authorized representative of the firm of C&S Engineers, Inc., whose address is 49.9 Col. Eileen Collins Blvd., Syracuse, NY, and that neither I nor the above firm I here represent has: A. employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this Contract. B. agreed, as an express or implied condition for obtaining this Contract, to employ or retain the services of any firm or person in connection with carrying out the Contract, or C. paid or agreed to pay to any firm, organization, or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the Contract except as here expressly stated (if any): I acknowledge that this certificate may be furnished to the Federal Emergency Management Agency in connection with this Contract and is subject to applicable state and Federal laws, both criminal and civil. Date 6regory Tq o ing, P. . Associate Group Manager -Aviation Group END OF SCHEDULE t SCHEDULE"G" AIRPORT AID PROGRAM Contractor Contractual Requirements Civil Rights Act of 1964, Title VI — 49 CFR Part 21 During the performance of this contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1. Compliance with Regulations. The contractor shall comply with the regulation relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination. The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of material and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a programs set forth in Appendix B of the Regulations. 3. Solicitation for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiation, made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the regulations relative to nondiscrimination on the grounds of race, color, or national origin. 4. Information and Reports. The contractor shall provide all information and reports required by the regulation or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such regulations, orders and instructions. Where any information required of a contractor shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance. In the event of the contractor's noncompliance with the nondiscrimination provisions of this contract, the sponsor shall impose such contract sanction as it or the FAA may determine to be appropriate, including but not limited to -- withholding of payments to the contractor under the contractor under the contract until the contractor complies, and/or cancellation, termination, or suspension of the contract, in whole or in part. 6. Incorporation of Provisions. The contractor shall include the provisions of paragraphs 1 through 5 in every subcontract, including procurements of materials and leases of equipment, unless exempt by the regulations or directivities issued pursuant thereto. The contractor shall take such action with respect to any subcontract or procurement as the sponsor of the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the contractor may request the sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, the contractor may request the United States to enter into such litigation to protect the interest of the United States. Disadvantaged Business Enterprise (DBE) Assurances 49 CFR Part 26 1. Policy. It is the policy of the Department of Transportation (DOT) that disadvantaged business enterprises, as defined in 49 CFR Part 26, shall have the maximum opportunity to participate in the performance of contracts and subcontracts finances in whole or in part with Federal funds under this agreement. 2. DBE Obligation. The contractor agrees to ensure that disadvantaged business enterprises, as defined in 49 CFR Part 26 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for G-1 F:\PROJECT\211 - TOWN OF SOUTHOLD\211015002 - AIRFIELD LIGHTING REPAIRS\AGREEMENTS\AIRFIELD LIGHTING REPAIRS -FINAL DESIGN AGREEMENT (REVISED 5-3-15).DOC 09/04 and perform contracts. Contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT assisted contracts. Airport and Airway Improvement Act of 1982, Section 520 General Civil Rights Provisions 49 U.S.C. 47123 The contractor assures that it will comply with pertinent statutes, executive orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision obligates the tenant/concessionaire/lessee or its transferee for the period during which Federal assistance is extended to the airport a program, except where Federal assistance is to provide, or is in the form of personal property or real property or interest therein or structures or improvements thereon. In these cases the provision obligates the party or any transferee for the longer of the following periods: (a) the period during which the property is used by the airport sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits or (b) the period during which the airport sponsor or any transferee retains ownership or possession of the property. In the case of contractors, this provision binds the contractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964. Access to Records and Reports 49 CFR Part 18.36(i) The Contractor shall maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, the Federal Aviation Administration and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. Rights to Inventions 49 CFR Part 18.36(i)(8) All rights to inventions and materials generated under this contract are subject to regulations issued by the FAA and the Sponsor of the Federal grant under which this contract is executed. Lobbying and Influencing Federal Employees 49 CFR Part 20, Appendix A (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of contractor, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The contractor shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. G-2 F:\PROJECT\211 - TOWN OF SOUTHOLD\211015002 - AIRFIELD LIGHTING REPAIRS4AGREEMENTS\AIRFIELD LIGHTING REPAIRS -FINAL DESIGN AGREEMENT (REVISED 5-3-15).DOC 09/04 Trade Restriction Clause 49 CFR Part 30 The contractor or subcontractor, by submission of an offer and/or execution of a contract, certifies that it: a. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms published by the Office of the United States Trade Representative (USTR); b. has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country on said list, or is owned or controlled directly or indirectly by one or more citizens or nationals of a foreign country on said list; C. has not procured any product nor subcontracted for the supply of any product for use on the project that is produced in a foreign country on said list. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to a contractor or subcontractor who is unable to certify to the above. If the contractor knowingly procures or subcontracts for the supply of any product or service of a foreign country on said list for use on the project, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract at no cost to the Government. Further, the contractor agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower tier subcontracts. The contractor may rely on the certification of a prospective subcontractor unless it has knowledge that the certification is erroneous. The contractor shall provide immediate written notice to the sponsor if the contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subcontractor agrees to provide written notice to the contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. This certification is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract or subcontract for default at no cost to the Government. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code, Section 1001. Termination of Contract 49 CFR Part 18.36(i)(2) a. The Sponsor may, by written notice, terminate this contract in whole or in part at any time, either for the Sponsor's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress, delivered to the Sponsor. b. If the termination is for the convenience of the Sponsor, an equitable adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on unperformed services. C. If the termination is due to failure to fulfill the contractor's obligations, the Sponsor may take over the work and prosecute the same to completion by contract or otherwise. In such case, the contractor shall be liable to the Sponsor for any additional cost occasioned to the Sponsor thereby. d. If, after notice of termination for failure to fulfill contract obligations, it is determined that the contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the Sponsor. In such event, adjustment in the contract price shall be made as provided in paragraph 2 of this clause. e. The rights and remedies of the sponsor provided in this clause are in addition to any other rights and remedies provided by law or under this contract. G-3 BPROSECT\211 - TOWN OF SOUTHOLD\211015002 - AIRFIELD LIGHTING REPAIRS\AGREEMENTS\AIRFIELD LIGHTING REPAIRS -FINAL DESIGN AGREEMENT (REVISED 5-3-15).DOC 09/04 Breach of Contract Terms 49 CFR Part 18.36 Any violation or breach of terms of this contract on the part of the contractor or their subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. The duties and obligations imposed by the Contract Documents and the rights and remedies available there under shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. Davis — Bacon Act Provisions 1. All mechanics and laborers employed or working upon the site of the work will be paid unconditionally and not less often than once a week and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR Part 3), the full amounts due at time of payment computed at wage rates not less than those contained in the wage determination decision(s) of the Secretary of Labor which is (are) attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics; and the wage determination decision(s) shall be posted by the contractor at the site of the work in a prominent place where it (they) can be easily seen by the workers. For the purpose of this paragraph, contributions made or costs reasonably anticipated under Section 1(b) (2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of Subparagraph 4 below. Also for the purpose of this paragraph, regular contributions made or costs incurred for more than a weekly period under plans, funds, or programs, but covering the particular weekly period, are deemed to be constructively made or incurred during such weekly period [29 CFR 5.5(a)(1)(i)]. 2. Any class of laborers or mechanics, including apprentices and trainees, which is not listed in the wage determination(s) and which is to be employed under the contract, shall be classified or reclassified conformably to the wage determination(s), and a report of the action taken shall be sent by the SPONSOR to the FAA for approval and transmittal to the Secretary of Labor. In the event that the interested parties cannot agree on the proper classification or reclassification of a particular class of laborers and mechanics, including apprentices and trainees, to be used, the question accompanied by the recommendation of the FAA shall be referred to the Secretary of Labor for final determination [29 CFR 5.5(a)(1)(ii)]. 3. Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly wage rate and the contractor is obligated to pay a cash equivalent of such a fringe benefit, an hourly cash equivalent thereof shall be established. In the event the interested parties cannot agree upon a cash equivalent of the fringe benefit, the question accompanied by the recommendation of the FAA shall be referred to the Secretary of Labor for determination [29 CFR 5.5(a) (1)(iii)]. 4. If the Contractor does not make payments to a trustee or other third person, he may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing benefits under a plan or program of a type expressly listed in the wage determination decision of the Secretary of Labor which is a part of this contract. Provided, however, the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. Special Grant Condition Office of Management and Budget issued Memorandum M-08-03 implementing Section 106(g) of the Trafficking Victims Protection Act of 2000, as amended (TVPA) (22 U.S.C. 7104(g)). Trafficking In Persons a. Provisions applicable to a recipient that is a private entity. 1. You as the recipient, your employees, subrecipients under this award, and subrecipients' employees may not— i. Engage in severe forms of trafficking in persons during the period of time that the award is in effect; ii. Procure a commercial sex act during the period of time that the award is in effect; or iii. Use forced labor in the performance of the award or subawards under the award. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion The bidder/offeror certifies, by submission of this proposal or acceptance of this contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. It further agrees by submitting this proposal that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the bidder/offeror/contractor or any lower tier participant is unable to certify to this statement, it shall attach an explanation to this solicitation/proposal. G-4 F:\PROJECT\211 - TOWN OF SOUTHOLD\211015002 - AIRFIELD LIGHTING REPAIRS\AGREEMENTS\AIRFIELD LIGHTING REPAIRS -FINAL DESIGN AGREEMENT (REVISED 5-3-15).DOC 09/04 Ban on Texting When Driving A. In accordance with Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, and DOT Order 3902.10, Text Messaging While Driving, December 30, 2009, the Sponsor is encouraged to: 1. Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving when performing any work for, or on behalf of, the Federal government, including work relating to a grant or subgrant. 2. Conduct workplace safety initiatives in a manner commensurate with the size of the business, such as: a. Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and b. Education, awareness, and other outreach to employees about the safety risks associated with texting while driving. B. The Sponsor must insert the substance of this clause on banning texting when driving in all subgrants, contracts and subcontracts. END OF SCHEDULE G-5 F:\PROJECT\211 - TOWN OF SOUTHOLD\211015002 - AIRFIELD LIGHTING REPAIRS\AGREEMENTS\AIRFIELD LIGHTING REPAIRS -FINAL DESIGN AGREEMENT (REVISED 5-3-15).DOC 09/04