HomeMy WebLinkAboutC1000716 Southold Prosperity Comp Plan
RESOLUTION 2016-1133
ADOPTED
DOC ID: 12639
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2016-1133 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
DECEMBER 20, 2016:
RESOLVED
that the Town Board of the Town of Southold hereby amends Resolution 2016-
1091 adopted on December 6, 2016 to read as follows:
RESOLVED authorizes and directs
that the Town Board of the Town of Southold hereby
Supervisor Scott A. Russell to execute the Contract between the Town of Southold and the
NYS Department of State in connection with
grants permission to the Planning Department to
apply for a grant entitled “Southold Prosperity – A Comprehensive Plan for Jobs, Housing,
Natural Resources and Heritage”, in connection with updating the Town’s Comprehensive Plan,
under the New York State Environmental Protection Fund, Local Waterfront Revitalization
Program, and the New York State Consolidated Funding Application.
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED \[UNANIMOUS\]
MOVER:
James Dinizio Jr, Councilman
SECONDER:
Jill Doherty, Councilwoman
AYES:
Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell
STATE OF NEW YORK MASTER CONTRACT FOR GRANTS FACE PAGE
STATE AGENCY: BUSINESS UNIT/DEPT ID: DOS01/3800000
CONTRACT NUMBER: C1000716
NYS Department of State
One Commerce Plaza
99 Washington Avenue— Suite 1010 CONTRACT TYPE:
Albany, NY 12231 ❑ Multi-Year Agreement
❑ Simplified Renewal Agreement
® Fixed Term Agreement
CONTRACTOR SFS PAYEE NAME: TRANSACTION TYPE:
Z New
SOUTHOLD TOWN OF ❑ Renewal
❑ Amendment
CONTRACTOR DOS INCORPORATED NAME: PROJECT NAME:
n/a Southold Prosperity - A Strategic Plan for
Jobs, Housing,Natural Resources & Heritage
CONTRACTOR IDENTIFICATION NUMBERS: AGENCY IDENTIFIER:
NYS VENDOR ID Number: 1000000876 n/a
Federal Tax ID Number: 11-6001939 CFDA NUMBER(Federally Funded Grants Only):
DUNS Number (if applicable): n/a n/a
CONTRACTOR PRIMARY MAILING ADDRESS: CONTRACTOR STATUS:
Town of Southold ❑ For Profit
54375 State Route 25 ® Municipality, Code:
PO Box 1179 ❑ Tribal Nation
Southold,NY 11971 ❑ Individual
❑ Not-for-Profit
CONTRACTOR PAYMENT ADDRESS:
® Check if same as primary mailing address Charities Registration Number: n/a
CONTRACTOR MAILING ADDRESS Exemption Status/Code: 3A/02
® Check if same as primary mailing address
❑ Sectarian Entity
Contract Number: #C1000716
Page 1 of 2, Master Grant Contract-Face Page
STATE OF NEW YORK MASTER CONTRACT FOR GRANTS FACE PAGE
CURRENT CONTRACT TERM: CONTRACT FUNDING AMOUNT:
(Multi-year—enter total projected amount of the
FROM: 7/1/2015 TO: 6/30/2018 contract: Fixed Term/Simplified Renewal—enter
current period amount)
CURRENT CONTRACT PERIOD:
FROM: 7/1/2015 TO: 6/30/2018 CURRENT: $165,370.00
AMENDED TERM: AMENDED:
FROM: TO: FUNDING SOURCES:
AMENDED PERIOD: N State
❑ Federal
FROM: TO: ❑ Other
FOR MULTI-YEAR AGREEMENTS ONLY—CONTRACT PERIOD AND FUNDING AMOUNT:
(Out years represent projected funding amounts)
# CURRENT PERIOD CURRENT AMOUNT AMENDED PERIOD AMENDED AMOUNT
1
2
3
4
5
ATTACHMENTS PART OF THIS AGREEMENT:
N Attachment A: N A-1 Program Specific Terms and Conditions
❑ A-2 Federally Funded Grants
N Attachment B: N B-1 Expenditure Based Budget
❑ B-2 Performance Based Budget
❑ B-3 Capital Budget
❑ B-1(A) Expenditure Based Budget (Amendment)
❑ B-2(A) Performance Based Budget(Amendment)
❑ B-3(A) Capital Budget(Amendment)
N Attachment C: Work Plan
N Attachment D: Payment and Reporting Schedule
❑ Other:
Contract Number: #C1000716
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 signatures.
CONTRACTOR: STATE AGENCY:
Town of Southold NYS Department of State
54375 State Route 25 One Commerce Plaza
PO Box 1179 99 Washington Avenue–Suite 1010
Southold,NY 11971 Albany,NY 12231
We Mxwtm of Admi ns s UaU
By: By:
Printed--Name nted ame
Title: 'C )PP-(LV t Title:
Date: Date: l
STATE OF NEW YORK
��
COUNTY OF
L T
On the 021 day of 1� ' Q � I� ,before Line personally appeared
U SS-e ,to me known, who being by me duly sworn,did
depose and say that he/she resides at __ ,that to he is the
:�j ���y� of the ��w n v ,the contractor
described herein which executed the foregoing instrument; and that he/she Signe hi�her name
thereto as authorized by the contractor name on the face page of this Master Contract.
LAUREN M.STANDISH
,,,,,/�" Notary Public,State of New York
(Notary) l/1 '�NJ�1 No.01ST6164008
Qualified in Suffolk County
Commission Expires April 9,2019
ATTORNEY GENERAL'S SIGNATURE STATE COMPTROLLER'S SIGNATURE
By: By:
APPRC T ERAL APPROVED
Nwne
YS AIT DEPT.OF AUDIT&CONTROL
Title: Title:
Date:
Date: MAR 2-9 2017
ASSISTANT ATTORNEY GENER FOR THE STATE COMPTROLLER
Contract Number: YCI000716
Page I of 1, Master Contract for Grants-Signature Page
STATE OF NEW YORK
MASTER CONTRACT FOR GRANTS
This State of New York Master Contract for Grants (Master Contract) is hereby made by and between
the State of New York acting by and through the applicable State Agency (State) and the public or private entity
(Contractor) identified on the face page hereof(Face Page).
WITNESSETH:
WHEREAS, the State has the authority to regulate and provide funding for the establishment and
operation of program services, design or the execution and performance of construction projects, as applicable
and desires to contract with skilled parties possessing the necessary resources to provide such services or work,
as applicable; and
WHEREAS, the Contractor is ready, willing and able to provide such program services or the execution
and performance of construction projects and possesses or can make available all necessary qualified personnel,
licenses, facilities and expertise to perform or have performed the services or work, as applicable, required
pursuant to the terms of the Master Contract;
NOW THEREFORE, in consideration of the promises, responsibilities, and covenants herein, the State
and the Contractor agree as follows:
STANDARD TERMS AND CONDITIONS
I. GENERAL PROVISIONS
A. Executory Clause: In accordance with Section 41 of the State Finance Law, the State shall have
no liability under the Master Contract to the Contractor, or to anyone else, beyond funds
appropriated and available for the Master Contract.
B. Required Approvals: In accordance with Section 112 of the State Finance Law (or, if the
Master Contract is with the State University of New York (SUNY) or City University of New York
(CUNY), Section 355 or Section 6218 of the Education Law), if the Master Contract exceeds
$50,000 (or $85,000 for contracts let by the Office of General Services, or the minimum thresholds
agreed to by the Office of the State Comptroller (OSC) for certain SUNY and CUNY contracts), or
if this is an amendment for any amount to a contract which, as so amended, exceeds said statutory
amount including, but not limited to, changes in amount, consideration, scope or contract term
identified on the Face Page (Contract Term), it shall not be valid, effective or binding upon the State
until it has been approved by, and filed with, the New York Attorney General Contract Approval
Unit (AG) and OSC. If, by the Master Contract, the State agrees to give something other than money
when the value or reasonably estimated value of such consideration exceeds $10,000, it shall not be
valid, effective or binding upon the State until it has been approved by, and filed with, the AG and
OSC.
Budget Changes: An amendment that would result in a transfer of funds among program
activities or budget cost categories that does not affect the amount, consideration, scope or other
terms of such contract may be subject to the approval of the AG and OSC where the amount of
such modification is, as a portion of the total value of the contract, equal to or greater than ten
percent for contracts of less than five million dollars, or five percent for contracts of more than
Contract Number: #C1000716
Page 1 of 25, Master Contract for Grants - Standard Terms and Conditions
five million dollars; and, in addition, such amendment may be subject to prior approval by the
applicable State Agency as detailed in Attachment D (Payment and Reporting Schedule).
C. Order of Precedence:
In the event of a conflict among (i) the terms of the Master Contract (including any and all
attachments and amendments) or (ii) between the terms of the Master.Contract and the original
request for proposal, the program application or other attachment that was completed and
executed by the Contractor in connection with the Master Contract, the order of precedence is as
follows:
1. Standard Terms and Conditions
2. Modifications to the Face Page
3. Modifications to Attachment A-2 1, Attachment B, Attachment C and Attachment D
4. The Face Page
5. Attachment A-22, Attachment B, Attachment C and Attachment D
6. Modification to Attachment A-1
7. Attachment A-1
8. Other attachments, including, but not limited to, the request for proposal or program
application
D. Funding: Funding for the term of the Master Contract shall not exceed the amount specified as
"Contract Funding Amount" on the Face Page or as subsequently revised to reflect an approved
renewal or cost amendment. Funding for the initial and subsequent periods of the Master Contract
shall not exceed the applicable amounts specified in the applicable Attachment B form (Budget).
E. Contract Performance: The Contractor shall perform all services or work, as applicable, and
comply with all provisions of the Master Contract to the satisfaction of the State. The Contractor
shall provide services or work, as applicable, and meet the program objectives summarized in
Attachment C (Work Plan) in accordance with the provisions of the Master Contract, relevant laws,
rules and regulations, administrative, program and fiscal guidelines, and where applicable, operating
certificate for facilities or licenses for an activity or program.
F. Modifications: To modify the Attachments or Face Page, the parties mutually agree to record, in
writing, the terms of such modification and to revise or complete the Face Page and all the
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 and
To the extent that the modifications to Attachment A-2 are required by federal requirements and conflict with other provisions of the
Master Contract,the modifications to Attachment A-2 shall supersede all other provisions of this Master Contract, See Section I(V).
2 To the extent that the terms of Attachment A-2 are required by federal requirements and conflict with other provisions of the Master
Contract,the federal requirements of Attachment A-2 shall supersede all other provisions of this Master Contract. See Section I(V).
Contract Number: #-C 1000716
Page 2 of 25,Master Contract for Grants - Standard Terms and Conditions
OSC before it shall become valid, effective and binding upon the State. Modifications that are not
subject to the AG and OSC approval shall be processed in accordance with the guidelines stated in
the Master Contract.
G. Governing Law: The Master Contract shall be governed by the laws of the State of New York
except where the Federal Supremacy Clause requires otherwise.
H. Severability: Any provision of the Master Contract that is held to be invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, shall be ineffective only to the
extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining
provisions hereof; provided, however, that the parties to the Master Contract shall attempt in good
faith to reform the Master Contract in a manner consistent with the intent of any such ineffective
provision for the purpose of carrying out such intent. If any provision is held void, invalid or
unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and
effect in all other circumstances.
I. Interpretation: The headings in the Master Contract are inserted for convenience and reference
only and do not modify or restrict any of the provisions herein. All personal pronouns used herein
shall be considered to be gender neutral. The Master Contract has been made under the laws of the
State of New York, and the venue for resolving any disputes hereunder shall be in a court of
competent jurisdiction of the State of New York.
J. Notice:
1. All notices, except for notices of termination, shall be in writing and shall be transmitted
either:
a) by certified or registered United States mail, return receipt requested;
b) by facsimile transmission;
c) by personal delivery;
d) by expedited delivery service; or
e) by e-mail.
2. Notices to the State shall be addressed to the Program Office designated in Attachment A-1
(Program Specific Terms and Conditions).
3. Notices to the Contractor shall be addressed to the Contractor's designee as designated in
Attachment A-1 (Program Specific Terms and Conditions).
4. Any such notice shall be deemed to have been given either at the time of personal delivery or,
in the case of expedited delivery service or certified or registered United States mail, as of the
date of first attempted delivery at the address and in the manner provided herein, or in the case of
facsimile transmission or e-mail, upon receipt.
5. The parties may, from time to time, specify any new or different e-mail address, facsimile
Contract Number: # C1000716
Page 3 of 25, Master Contract for Grants - Standard Terns and Conditions
number or address in the United States as their address for purpose of receiving notice under the
Master Contract by giving fifteen (15) calendar days prior written notice to the other party sent in
accordance herewith. The parties agree to mutually designate individuals as their respective
representatives for the purposes of receiving notices under the Master Contract. Additional
individuals may be designated in writing by the parties for purposes of implementation,
administration, billing and resolving issues and/or disputes.
K. Service of Process: In addition to the methods of service allowed by the State Civil Practice
Law & Rules (CPLR), Contractor hereby consents to service of process upon it by registered or
certified mail, return receipt requested. Service hereunder shall be complete upon Contractor's
actual receipt of process or upon the State's receipt of the return thereof by the United States Postal
Service as refused or undeliverable. Contractor must promptly notify the State, in writing, of each
and every change of address to which service of process can be made. Service by the State to the
last known address shall be sufficient. The Contractor shall have thirty (30) calendar days after
service hereunder is complete in which to respond.
L. Set-Off Rights: The State shall have all of its common law, equitable, and statutory rights of
set-off. These rights shall include, but not be limited to, the State's option to withhold, for the
purposes of set-off, any moneys due to the Contractor under the Master Contract up to any amounts
due and owing to the State with regard to the Master Contract, any other contract with any State
department or agency, including any contract for a term 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 delinquencies, fee delinquencies, or monetary penalties relative thereto. The State
shall exercise its set-off rights in accordance with normal State practices including, in cases of set-
off pursuant to an audit, the finalization of such audit by the State Agency, its representatives, or
OSC.
M. Indemnification: The Contractor shall be solely responsible and answerable in damages for
any and all accidents and/or injuries to persons (including death) or property arising out of or related
to the services to be rendered by the Contractor or its subcontractors pursuant to this Master
Contract. The Contractor shall indemnify and hold harmless the State and its officers and
employees from claims, suits, actions, damages and cost of every nature arising out of the provision
of services pursuant to the Master Contract.
N. Non-Assignment Clause: In accordance with Section 138 of the State Finance Law, the Master
Contract may not be assigned by the Contractor or its right, title or interest therein assigned,
transferred, conveyed, sublet, or otherwise disposed of without the State's previous written consent,
and attempts to do so shall be considered to be null and void. Notwithstanding the foregoing, such
prior written consent of an assignment of a contract, let pursuant to Article XI of the State Finance
Law, may be waived at the discretion of the State Agency and with the concurrence of OSC, where
the original contract was subject to OSC's approval, where the assignment is due to a reorganization,
merger, or consolidation of the Contractor's business entity or enterprise. The State retains its right
to approve an assignment and to require that the merged contractor demonstrate its responsibility to
do business with the State. The Contractor may, however, assign its right to receive payments
without the State's prior written consent unless the Master Contract concerns Certificates of
Participation pursuant to Article 5-A of the State Finance Law.
O. Legal Action: No litigation or regulatory action shall be brought against the State of New York,
the State Agency, or against any county or other local government entity with funds provided under
Contract Number: # C1000716
Page 4 of 25, Master Contract for Grants - Standard Terms and Conditions
the Master Contract. The term "litigation" shall include commencing or threatening to commence a
lawsuit, joining or threatening to join as a party to ongoing litigation, or requesting any relief from
any of the State of New York, the State Agency, or any county, or other local government entity.
The term "regulatory action" shall include commencing or threatening to commence a regulatory
proceeding, or requesting any regulatory relief from any of the State of New York, the State Agency,
or any county, or other local government entity.
P. No Arbitration: Disputes involving the Master Contract, including the breach or alleged breach
thereof, may not be submitted to binding arbitration (except where statutorily authorized), but must,
instead, be heard in a court of competent jurisdiction of the State of New York.
Q. Secular Purpose: Services performed pursuant to the Master Contract are secular in nature and
shall be performed in a manner that does not discriminate on the basis of religious belief, or promote
or discourage adherence to religion in general or particular religious beliefs.
R. Partisan Political Activity and Lobbying: Funds provided pursuant to the Master Contract
shall not be used for any partisan political activity, or for activities that attempt to influence
legislation or election or defeat of any candidate for public office.
S. Reciprocity and Sanctions Provisions: The Contractor is hereby notified that if its principal
place of business is located in a country, nation, province, state, or political subdivision that
penalizes New York State vendors, and if the goods or services it offers shall be substantially
produced or performed outside New York State, the Omnibus Procurement Act 1994 and 2000
amendments (Chapter 684 and Chapter 383, respectively) require that it be denied contracts which
it would otherwise obtain,3
T. Reporting Fraud and Abuse: Contractor acknowledges that it has reviewed information on
how to prevent, detect, and report fraud, waste and abuse of public funds, including information
about the Federal False Claims Act, the New York State False Claims Act, and whistleblower
protections.
U. Non-Collusive Bidding: By submission of this bid, the Contractor and each person signing on
behalf of the Contractor certifies, and in the case of a joint bid each party thereto certifies as to its
own organization, under penalty of perjury, that to the best of his or her knowledge and belief that its
bid was arrived at independently and without collusion aimed at restricting competition. The
Contractor further affirms that, at the time the Contractor submitted its bid, an authorized and
responsible person executed and delivered to the State a non-collusive binding certification on the
Contractor's behalf.
V. Federally Funded Grants: All of the Specific federal requirements that are applicable to the
Master Contract are identified in Attachment A-2 (Federally Funded Grants) hereto. To the extent
that the Master Contract is funded in whole or part with federal funds, (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
3 A of October 9, 2012, the list of discriminatory jurisdictions subject to this provision includes the states of Alaska, Hawaii,
Louisiana, South Carolina, West Virginia and Wyoming. Contact NYS Department of Economic Development for the most current
list of jurisdictions subject to this provision.
Contract Number: # C1000716
Page 5 of 25,Master Contract for Grants - Standard Terms and Conditions
rules, regulations and program specific requirements including, but not limited to, those provisions
that are set forth in Attachment A-2 (Federally Funded Grants) hereto.
II. TERM, TERMINATION AND SUSPENSION
A. Term: The term of the Master Contract shall be as specified on the Face Page, unless
terminated sooner as provided herein.
B. Renewal:
1. General Renewal: The Master Contract may consist of successive periods on the same terms
and conditions, as specified within the Master Contract (a "Simplified Renewal Contract").
Each additional or superseding period shall be on the forms specified by the State and shall be
incorporated in the Master Contract. °
2. Renewal Notice to Not for-Profit Contractors:
a) Pursuant to State Finance Law §179-t, if the Master Contract is with a not-for-profit
Contractor and provides for a renewal option, the State shall notify the Contractor of the
State's intent to renew or not to renew the Master Contract no later than ninety (90) calendar
days prior to the end of the term of the Master Contract, unless funding for the renewal is
contingent upon enactment of an appropriation. If funding for the renewal is contingent upon
enactment of an appropriation, the State shall notify the Contractor of the State's intent to
renew or not to renew the Master Contract the later of: (1) ninety (90) calendar days prior to
the end of the term of the Master Contract, and (2) thirty (30) calendar days after the
necessary appropriation becomes law. Notwithstanding the foregoing, in the event that the
State is unable to comply with the time frames set forth in this paragraph due to unusual
circumstances beyond the control of the State ("Unusual Circumstances"), no payment of
interest shall be due to the not-for-profit Contractor. For purposes of State Finance Law
§179-t, "Unusual Circumstances" shall not mean the failure by the State to (i) plan for
implementation of a program, (ii) assign sufficient staff resources to implement a program,
(iii) establish a schedule for the implementation of a program or (iv) anticipate any other
reasonably foreseeable circumstance.
b) Notification to the not-for-profit Contractor of the State's intent to not renew the Master
Contract must be in writing in the form of a letter, with the reason(s) for the non-renewal
included. If the State does not provide notice to the not-for-profit Contractor of its intent not
to renew the Master Contract as required in this Section and State Finance Law §179-t, the
Master Contract shall be deemed continued until the date the State provides the necessary
notice to the Contractor, in accordance with State Finance Law §179-t. Expenses incurred by
the not-for-profit Contractor during such extension shall be reimbursable under the terms of
the Master Contract.
Contract Number: # C1000716
Page 6 of 25,Master Contract for Grants - Standard Terms and Conditions
C. Termination:
1. Grounds:
a) Mutual Consent: The Master Contract maybe terminated at anytime upon mutual written
consent of the State and the Contractor.
b) Cause: The State may terminate the Master Contract immediately, upon written notice of
termination to the Contractor, if the Contractor fails to comply with any of the terms and
conditions of the Master Contract and/or with any laws, rules, regulations, policies, or
procedures that are applicable to the Master Contract.
c) Non-Responsibility: In accordance with the provisions of Sections IV(N)(6) and (7)
herein, the State may make a final determination that the Contractor is non-responsible
(Determination of Non-Responsibility). In such event, the State may terminate the Master
Contract at the Contractor's expense, complete the contractual requirements in any 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.
e) Lack of Funds: If for any reason the State or the Federal government terminates or
reduces its appropriation to the applicable State Agency entering into the Master Contract or
fails to pay the full amount of the allocation for the operation of one or more programs
funded under this Master Contract, the Master Contract may be terminated or reduced at the
State Agency's discretion, provided that no such reduction or termination shall apply to
allowable costs already incurred by the Contractor where funds are available to the State
Agency for payment of such costs. Upon termination or reduction of the Master Contract, all
remaining funds paid to the Contractor that are not subject to allowable costs already
incurred by the Contractor shall be returned to the State Agency. In any event, no liability
shall be incurred by the State (including the State Agency) beyond monies available for the
purposes of the Master Contract. The Contractor acknowledges that any funds due to the
State Agency or the State of New York because of disallowed expenditures after audit shall
be the Contractor's responsibility.
0 Force Majeure: The State may terminate or suspend its performance under the Master
Contract immediately upon the occurrence of a "force majeure." For purposes of the Master
Contract, "Force majeure" shall include, but not be limited to, natural disasters, war,
rebellion, insurrection, riot, strikes, lockout and any unforeseen circumstances and acts
beyond the control of the State which render the performance of its obligations impossible.
2. Notice of Termination:
a) Service of notice: Written notice of termination shall be sent by:
(i) personal messenger service; or
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Page 7 of 25, Master Contract for Grants - Standard Terms and Conditions
(ii) certified mail, return receipt requested and first class mail.
b) Effective date of termination: The effective date of the termination shall be the later of(i)
the date indicated in the notice and (ii) the date the notice is received by the Contractor, and
shall be established as follows:
(i) if the notice is delivered by hand, the date of receipt shall be established by the receipt
given to the Contractor or by affidavit of the individual making such hand delivery
attesting to the date of delivery; or
(ii) if the notice is delivered by registered or certified mail, by the receipt returned from
the United States Postal Service, or if no receipt is returned, five (5) business days from
the date of mailing of the first class letter, postage prepaid, in a depository under the care
and control of the United States Postal Service.
3. Effect of Notice and Termination on State's Payment Obligations:
a) Upon receipt of notice of termination, the Contractor agrees to cancel, prior to the
effective date of any prospective termination, as many outstanding obligations as possible,
and agrees not to incur any new obligations after receipt of the notice without approval by the
State.
b) The State shall be responsible for payment on claims for services or work provided and
costs incurred pursuant to the terms of the Master Contract. In no event shall the State be
liable for expenses and obligations arising from the requirements of the Master Contract after
its termination date.
4. Effect of Termination Based on Misuse or Conversion of State or Federal Property:
Where the Master Contract is terminated for cause based on Contractor's failure to use some or
all of the real property or equipment purchased pursuant to the Master Contract for the purposes
set forth herein, the State may, at its option, require:
a) the repayment to the State of any monies previously paid to the Contractor; or
b) the return of any real property or equipment purchased under the terms of the Master
Contract; or
c) an appropriate combination of clauses (a) and (b) of Section II(C)(4) herein.
Nothing herein shall be intended to limit the State's ability to pursue such other legal or equitable
remedies as may be available.
D. Suspension: The State may, in its discretion, order the Contractor to suspend performance for a
reasonable period of time. In the event of such suspension, the Contractor shall be given a formal
written notice outlining the particulars of such suspension. Upon issuance of such notice, the
Contractor shall comply with the particulars of the notice. The State shall have no obligation to
reimburse Contractor's expenses during such suspension period. Activities may resume at such time
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as the State issues a formal written notice authorizing a resumption of performance under the Master
Contract.
III. PAYMENT AND REPORTING
A. Terms and Conditions:
1. In full consideration of contract services to be performed, the State Agency agrees to pay and
the Contractor agrees to accept a sum not to exceed the amount noted on the Face Page.
2. The State has no obligation to make payment until all required approvals, including the
approval of the AG and OSC, if required, have been obtained. Contractor obligations or
expenditures that precede the start date of the Master Contract shall not be reimbursed.
3. Contractor must provide complete and accurate billing invoices to the State in order to receive
payment. Provided, however, the State may, at its discretion, automatically generate a voucher in
accordance with an approved contract payment schedule. Billing invoices submitted to the State
must contain all information and supporting documentation required by Attachment D (Payment
and Reporting Schedule) and Section III(C) herein. The State may require the Contractor to
submit billing invoices electronically.
4. Payment for invoices submitted by the Contractor shall only be rendered electronically unless
payment by paper check is expressly authorized by the head of the State Agency, in the sole
discretion of the head of such State Agency, due to extenuating circumstances. Such electronic
payment shall be made in accordance with OSC's procedures and practices to authorize
electronic payments.
5. If travel expenses are an approved expenditure under the Master Contract, travel expenses
shall be reimbursed at the lesser of the rates set forth in the written standard travel policy of the
Contractor, the OSC guidelines, or United States General Services Administration rates. No out-
of-state travel costs shall be permitted unless specifically detailed and pre-approved by the State.
6. Timeliness of advance payments or other claims for reimbursement, and any interest to be
paid to Contractor for late payment, shall be governed by Article 11-A of the State Finance Law
to the extent required by law.
7. Article 11-B of the State Finance Law sets forth certain time frames for the Full Execution of
contracts or renewal contracts with not-for-profit organizations and the implementation of any
program plan associated with such contract. For purposes of this section, "Full Execution" shall
mean that the contract has been signed by all parties thereto and has obtained the approval of the
AG and OSC. Any interest to be paid on a missed payment to the Contractor based on a delay in
the Full Execution of the Master Contract shall be governed by Article 11-B of the State Finance
Law,
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B. Advance Payment and Recoupment:
1. Advance payments, which the State in its sole discretion may make to not-for-profit grant
recipients, shall be made and recouped in accordance with State Finance Law Section 179(u),
this Section and the provisions of Attachment D (Payment and Reporting Schedule).
2. Advance payments made by the State to not-for-profit grant recipients shall be due no later
than thirty (30) calendar days, excluding legal holidays, after the first day of the Contract Term
or, if renewed, in the period identified on the Face Page.
3. For subsequent contract years in multi-year contracts, Contractor will be notified of the
scheduled advance payments for the upcoming contract year no later than 90 days prior to the
commencement of the contract year. For simplified renewals, the payment schedule (Attachment
D) will be modified as part of the renewal process.
4. Recoupment of any advance payment(s) shall be recovered by crediting the percentage of
subsequent claims listed in Attachment D (Payment and Reporting Schedule) and Section III(C)
herein and such claims shall be reduced until the advance is fully recovered within the Contract
Term. Any unexpended advance balance at the end of the Contract Term shall be refunded by
the Contractor to the State.
5. If for any reason the amount of any claim is not sufficient to cover the proportionate advance
amount to be recovered, then subsequent claims may be reduced until the advance is fully
recovered.
C. Claims for Reimbursement:
1. The Contractor shall submit claims for the reimbursement of expenses incurred on behalf of
the State under the Master Contract in accordance with this Section and the applicable claiming
schedule in Attachment D (Payment and Reporting Schedule).
Vouchers submitted for payment shall be deemed to be a certification that the payments
requested are for project expenditures made in accordance with the items as contained in the
applicable Attachment B form (Budget) and during the Contract Term. When submitting a
voucher, such voucher shall also be deemed to certify that: (i) the payments requested do not
duplicate reimbursement from other sources of funding; and (ii) the funds provided herein do
not replace funds that, in the absence of this grant, would have been made available by the
Contractor for this program. Requirement (ii) does not apply to grants funded pursuant to a
Community Projects Fund appropriation.
2. Consistent with the selected reimbursement claiming schedule in Attachment D (Payment
and Reporting Schedule), the Contractor shall comply with the appropriate following provisions:
a) Quarterly Reimbursement: The Contractor shall be entitled to receive payments for
work, projects, and services rendered as detailed and described in Attachment C (Work Plan).
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Page 10 of 25, Master Contract for Grants - Standard Terms and Conditions
The Contractor shall submit to the State Agency quarterly voucher claims and supporting
documentation. The Contractor shall submit vouchers to the State Agency in accordance
with the procedures set forth in Section III(A)(3) herein.
b) Monthly Reimbursement: The Contractor shall be entitled to receive payments for work,
projects, and services rendered as detailed and described in Attachment C (Work Plan).
The Contractor shall submit to the State Agency monthly voucher claims and supporting
documentation. The Contractor shall submit vouchers to the State Agency in accordance
with the procedures set forth in Section III(A)(3) herein.
c) Biannual Reimbursement: The Contractor shall be entitled to receive payments for work,
projects, and services rendered as detailed and described in Attachment C (Work Plan).
The Contractor shall submit to the State Agency biannually voucher claims and supporting
documentation. The Contractor shall submit vouchers to the State Agency in accordance
with the procedures set forth in Section III(A)(3) herein.
d) Milestone/Performance Reimbursement:4 Requests for payment based upon an event or
milestone may be either severable or cumulative. A severable event/milestone is
independent of accomplishment of any other event. If the event is cumulative, the successful
completion of an event or milestone is dependent on the previous completion of another
event.
Milestone payments shall be made to the Contractor when requested in a form approved by
the State, and at frequencies and in amounts stated in Attachment D (Payment and Reporting
Schedule). The State Agency shall make milestone payments subject to the Contractor's
satisfactory performance.
e) Fee for Service Reimbursement:5 Payment shall be limited to only those fees specifically
agreed upon in the Master Contract and shall be payable no more frequently than monthly
upon submission of a voucher by the contractor.
f) Rate Based Reimbursement: Payment shall be limited to rate(s) established in the
Master Contract. Payment may be requested no more frequently than monthly.
g) Scheduled Reimbursement:? The State Agency shall generate vouchers at the
frequencies and amounts as set forth in Attachment D (Payment and Reporting Schedule),
n A milestone/performance payment schedule identifies mutually agreed-to payment amounts based on meeting contract events or
milestones. Events or milestones must represent integral and meaningful aspects of contract performance and should signify true
progress in completing the Master Contract effort.
s Fee for Service is a rate established by the Contractor for a service or services rendered.
6 Rate based agreements are those agreements in which payment is premised upon a specific established rate per unit.
Scheduled Reimbursement agreements provide for payments that occur at defined and regular intervals that provide for a specified
dollar amount to be paid to the Contractor at the beginning of each payment period(i.e. quarterly,monthly or bi-annually). While
these payments are related to the particular services and outcomes defined in the Master Contract,they are not dependent upon
particular services or expenses in any one payment period and provide the Contractor with a defined and regular payment over the life
of the contract.
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Page 1 1 of 25, Master Contract for Grants -Standard Terms and Conditions
and service reports shall be used to determine funding levels appropriate to the next annual
contract period.
h) Fifth Quarter Payments:8 Fifth quarter payment shall be paid to the Contractor at the
conclusion of the final scheduled payment period of the preceding contract period. The State
Agency shall use a written directive for fifth quarter financing. The State Agency shall
generate a voucher in the fourth quarter of the current contract year to pay the scheduled
payment for the next contract year.
3. The Contractor shall also submit supporting fiscal documentation for"the expenses claimed.
4. The State reserves the right to withhold up to fifteen percent (15%) of the total amount of the
Master Contract as security for the faithful completion of services or work, as applicable, under
the Master Contract. This amount may be withheld in whole or in part from any single payment
or combination of payments otherwise due under the Master Contract. In the event that such
withheld funds are insufficient to satisfy Contractor's obligations to the State, the State may
pursue all available remedies, including the right of setoff and recoupment.
5. The State shall not be liable for payments on the Master Contract if it is made pursuant to a
Community Projects Fund appropriation if insufficient monies are available pursuant to Section
99-d of the State Finance Law.
6. All vouchers submitted by the Contractor pursuant to the Master Contract shall be submitted
to the State Agency no later than thirty (30) calendar days after the end date of the period for
which reimbursement is claimed. In no event shall the amount received by the Contractor
exceed the budget amount approved by the State Agency, and, if actual expenditures by the
Contractor are less than such sum, the amount payable by the State Agency to the Contractor
shall not exceed the amount of actual expenditures.
7. All obligations must be incurred prior to the end date of the contract. Notwithstanding the
provisions of Section III(C)(6) above, with respect to the final period for which reimbursement is
claimed, so long as the obligations were incurred prior to the end date of the contract, the
Contractor shall have up to ninety (90) calendar days after the contract end date to make
expenditures; provided, however, that if the Master Contract is funded in whole or in part with
federal funds, the Contractor shall have up to sixty (60) calendar days after the contract end date
to make expenditures.
D. Identifying Information and Privacy Notification:
1. Every voucher or New York State Claim for Payment submitted to a State Agency by the
Contractor, for payment for the sale of goods or services. or for transactions (e.g., leases,
easements, licenses, etc.) related to real or personal property, must include the Contractor's
Vendor Identification Number assigned by the Statewide Financial System, and any or all of the
following identification numbers: (i) the Contractor's Federal employer identification number,
(ii) the Contractor's Federal social security number, and/or (iii) DUNS number. Failure to
s Fifth Quarter Payments occurs where there are scheduled payments and where there is an expectation that services will be continued
through renewals or subsequent contracts. Fifth Quarter Payments allow for the continuation of scheduled payments to a Contractor
for the first payment period quarter of an anticipated renewal or new contract.
Contract Number: #_C1 000716
Page 12 of 25, Master Contract for Grants- Standard Terms and Conditions
include such identification number or numbers may delay payment by the State to the
Contractor. Where the Contractor does not have such number or.numbers, the Contractor, on its
voucher or Claim for Payment, must provide the reason or reasons for why the Contractor does
not have such number or numbers.
2. The authority to request the above personal information from a seller of goods or services or
a lessor of real or personal property, and the authority to maintain such information, is found in
Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to the State
is mandatory. The principle purpose for which the information is collected is to enable the State
to identify individuals, businesses and others who have been delinquent in filing tax returns or
may have understated their tax liabilities and to generally identify persons affected by the taxes
administered by the Commissioner of Taxation and Finance. The information will be used for
tax administration purposes and for any other purpose authorized by law. The personal
information is requested by the purchasing unit of the State Agency contracting to purchase the
goods or services or lease the real or personal property covered by the Master Contract. This
information is maintained in the Statewide Financial System by the Vendor Management Unit
within the Bureau of State Expenditures, Office of the State Comptroller, 110 State Street,
Albany, New York, 12236.
E. Refunds:
1. In the event that the Contractor must make a refund to the State for Master Contract-related
activities, including repayment of an advance or an audit disallowance, payment must be made
payable as set forth in Attachment A-1 (Program Specific Terms and Conditions). The
Contractor must reference the contract number with its payment and include a brief explanation
of why the refund is being made. Refund payments must be submitted to the Designated Refund
Office at the address specified in Attachment A-1 (Program Specific Terms and Conditions).
2. If at the end or termination of the Master Contract, there remains any unexpended balance of
the monies advanced under the Master Contract in the possession of the Contractor, the
Contractor shall make payment within forty-five (45) calendar days of the end or termination of
the Master Contract. In the event that the Contractor fails to refund such balance the State may
pursue all available remedies.
F. Outstanding Amounts Owed to the State: Prior period overpayments (including, but not limited
to, contract advances in excess of actual expenditures) and/or audit recoveries associated with the
Contractor may be recouped against future payments made under this Master Contract to Contractor.
The recoupment generally begins with the first payment made to the Contractor following
identification of the overpayment and/or audit recovery amount. In the event that there are no
payments to apply recoveries against, the Contractor shall make payment as provided in Section
III(E) (Refunds) herein.
G. Program and Fiscal Reporting Requirements:
1. The Contractor shall submit required periodic reports in accordance with the applicable
schedule provided in Attachment D (Payment and Reporting Schedule). All required reports or
other work products developed pursuant to the Master Contract must be completed as provided
by the agreed upon work schedule in a manner satisfactory and acceptable to the State Agency in
order for the Contractor to be eligible for payment.
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Page 13 of 25, Master Contract for Grants - Standard Terms and Conditions
2. Consistent with the selected reporting options in Attachment D (Payment and Reporting
Schedule), the Contractor shall comply with the following applicable provisions:
a) If the Expenditure Based Reports option is indicated in Attachment D (Payment and
Reporting Schedule), the Contractor shall provide the State Agency with one or more of the
following reports as required by the following provisions and Attachment D (Payment and
Reporting Schedule) as applicable:
(i) Narrative/Qualitative Report: The Contractor shall submit, on a quarterly basis, not
later than the time period listed in Attachment D (Payment and Reporting Schedule), a
report, in narrative form, summarizing the services rendered during the quarter. This
report shall detail how the Contractor has progressed toward attaining the qualitative
goals enumerated in Attachment C (Work Plan). This report should address all goals
and objectives of the project and include a discussion of problems encountered and steps
taken to solve them.
(ii) Statistical/Quantitative Report: The Contractor shall submit, on a quarterly basis, not
later than the time period listed in Attachment D (Payment and Reporting Schedule), a
detailed report analyzing the quantitative aspects of the program plan, as appropriate
(e.g., number of meals served, clients transported, patient/client encounters, procedures
performed, training sessions conducted, etc.)
(iii) Expenditure Report: The Contractor shall submit, on a quarterly basis, not later than
the time period listed in Attachment D (Payment and Reporting Schedule), a detailed
expenditure report, by object of expense. This report shall accompany the voucher
submitted for such period.
(iv) Final Report: The Contractor shall submit a final report as required by the Master
Contract, not later than the time period listed in Attachment D (Payment and Reporting
Schedule) which reports on all aspects of the program and detailing how the use of
funds were utilized in achieving the goals set forth in Attachment C (Work Plan).
(v) Consolidated Fiscal Report(CFR): The Contractor shall submit a CFR, which includes
a year-end cost report and final claim not later than the time period listed in Attachment
D (Payment and Reporting Schedule).
b) If the Performance-Based Reports option is indicated in Attachment D (Payment and
Reporting Schedule), the Contractor shall provide the State Agency with the following
reports as required by the following provisions and Attachment D (Payment and Reporting
Schedule) as applicable:
(i) Progress Report: The Contractor shall provide the State Agency with a written
progress report using the forms and formats as provided by the State Agency,
summarizing the work performed during the period. These reports shall detail the
Contractor's progress toward attaining the specific goals enumerated in Attachment C
(Work Plan). Progress reports shall be submitted in a format prescribed in the Master
Contract.
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Page 14 of 25, Master Contract for Grants- Standard Terms and Conditions
(ii) Final Progress Report: Final scheduled payment is due during the time period set forth
in Attachment D (Payment and Reporting Schedule). The deadline for submission of
the final report shall be the date set forth in Attachment D (Payment and Reporting
Schedule). The State Agency shall complete its audit and notify the Contractor of the
results no later than the date set forth in Attachment D (Payment and Reporting
Schedule). Payment shall be adjusted by the State Agency to reflect only those
services/expenditures that were made in accordance with the Master Contract. The
Contractor shall submit a detailed comprehensive final progress report not later than the
date set forth in Attachment D (Payment and Reporting Schedule), summarizing the
work performed during the entire Contract Term (i.e., a cumulative report), in the forms
and formats required.
3. In addition to the periodic reports stated above, the Contractor may be required (a) to submit
such other reports as are required in Table 1 of Attachment D (Payment and Reporting
Schedule), and (b) prior to receipt of final payment under the Master Contract, to submit one or
more final reports in accordance with the form, content, and schedule stated in Table 1 of
Attachment D (Payment and Reporting Schedule).
H. Notification of Significant Occurrences:
1. If any specific event or conjunction of circumstances threatens the successful completion of
this project, in whole or in part, including where relevant, timely completion of,milestones or
other program requirements, the Contractor agrees to submit to the State Agency within three (3)
calendar days of becoming aware of the occurrence or of such problem, a written description
thereof together with a recommended solution thereto.
2. The Contractor shall immediately notify in writing the program manager assigned to the
Master Contract of any unusual incident, occurrence, or event that involves the staff, volunteers,
directors or officers of the Contractor, any subcontractor or program participant funded through
the Master Contract, including but not limited to the following: death or serious injury; an arrest
or possible criminal activity that could impact the successful completion of this project; any
destruction of property; significant damage to the physical plant of the Contractor; or other
matters of a similarly serious nature.
IV. ADDITIONAL CONTRACTOR OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
A. Contractor as an Independent Contractor/Employees:
1. The State and the Contractor agree that the Contractor is an independent contractor, and not
an employee of the State and may neither hold itself out nor claim to be an officer, employee, or
subdivision of the State nor make any claim, demand, or application to or for any right based
upon any different status. The Contractor shall be solely responsible for the recruitment, hiring,
provision of employment benefits, payment of salaries and management of its project personnel.
These functions shall be carried out in accordance with the provisions of the Master Contract,
and all applicable Federal and State laws and regulations.
2. The Contractor warrants that it, its staff, and any and all subcontractors have all the necessary
licenses, approvals, and certifications currently required by the laws of any applicable local,
state, or Federal government to perform the services or work, as applicable, pursuant to the
Contract Number: # C1000716
Page 15 of 25, Master Contract for Grants -Standard Terms and Conditions
Master Contract and/or any subcontract entered into under the Master Contract. The Contractor
further agrees that such required licenses, approvals, and certificates shall be kept in full force
and effect during the term of the Master Contract, or any extension thereof, and to secure any
new licenses, approvals, or certificates within the required time frames and/or to require its staff
and subcontractors to obtain the requisite licenses, approvals, or certificates. In the event the
Contractor, its staff, and/or subcontractors are notified of a denial or revocation of any license,
approval, or certification to perform the services or work, as applicable, under the Master
Contract, Contractor shall immediately notify the State.
B. Subcontractors:
1. If the Contractor enters into subcontracts for the performance of work pursuant to the Master
Contract, the Contractor shall take full responsibility for the acts and omissions of its
subcontractors. Nothing in the subcontract shall impair the rights of the State under the Master
Contract. No contractual relationship shall be deemed to exist between the subcontractor and the
State.
2. The Contractor agrees not to enter into any subcontracts, or revisions to subcontracts, that are
in excess of $100,000 for the performance of the obligations contained herein until it has
received the prior written permission of the State, which shall have the right to review and
approve each and every subcontract in excess of$100,000 prior to giving written permission to
the Contractor to enter into the subcontract. All agreements between the Contractor and
subcontractors shall be by written contract, signed by individuals authorized to bind the parties.
All such subcontracts shall contain provisions for specifying (1) that the work performed by the
subcontractor must be in accordance with the terms of the Master Contract, (2) that nothing
contained in the subcontract shall impair the rights of the State under the Master Contract, and
(3) that nothing contained in the subcontract, nor under the Master Contract, shall be deemed to
create any contractual relationship between the subcontractor and the State. In addition,
subcontracts shall contain any other provisions which are required to be included in subcontracts
pursuant to the terms herein.
3. 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. When a subcontract equals or exceeds $100,000, the subcontractor must submit a Vendor
Responsibility Questionnaire (Questionnaire).
5. When a subcontract is executed, the Contractor must provide detailed subcontract information
(a copy of subcontract will suffice) to the State within fifteen (15) calendar days after execution.
The State may request from the Contractor copies of subcontracts between a subcontractor and
its subcontractor.
6. The Contractor shall require any and all subcontractors to submit to the Contractor all
financial claims for Services or work to the State agency, as applicable, rendered and required
supporting documentation and reports as necessary to permit Contractor to meet claim deadlines
and documentation requirements as established in Attachment D (Payment and Reporting
Schedule) and Section III. Subcontractors shall be paid by the Contractor on a timely basis after
submitting the required reports and vouchers for reimbursement of services or work, as
Contract Number: # C1000716
Page 16 of 25, Master Contract for Grants -Standard Terms and Conditions
applicable. Subcontractors shall be informed by the Contractor of the possibility of non-payment
or rejection by the Contractor of claims that do not contain the required information, and/or are
not received by the Contractor by said due date.
C. Use Of Material, Equipment, Or Personnel:
1. The Contractor shall not use materials, equipment, or personnel paid for under the Master
Contract for any activity other than those provided for under the Master Contract, except with the
State's prior written permission.
2. Any interest accrued on funds paid to the Contractor by the State shall be deemed to be the
property of the State and shall either be credited to the State at the close-out of the Master
Contract or, upon the written permission of the State, shall be expended on additional services or
work, as applicable, provided for under the Master Contract.
D. Property:
1. Property is real property, equipment, or tangible personal property having a useful life of
more than one year and an acquisition cost of$1,000 or more per unit.
a) If an item of Property required by the Contractor is available as surplus to the State, the
State at its sole discretion, may arrange to provide such Property to the Contractor in lieu of
the purchase of such Property.
b) If the State consents in writing, the Contractor may retain possession of Property owned
by the State, as provided herein, after the termination of the Master Contract to use for
similar purposes. Otherwise, the Contractor shall return such Property to the State at the
Contractor's cost and expense upon the expiration of the Master Contract.
c) In addition, the Contractor agrees to permit the State to inspect the Property and to
monitor its use at reasonable intervals during the Contractor's regular business hours.
d) The Contractor shall be responsible for maintaining and repairing Property purchased or
procured under the Master Contract at its own cost and expense. The Contractor shall
procure and maintain insurance at its own cost and expense in an amount satisfactory to the
State Agency, naming the State Agency as an additional insured, covering the loss, theft or
destruction of such equipment.
e) A rental charge to the Master Contract for a piece of Property owned by the Contractor
shall not be allowed.
0 The State has the right to review and approve in writing any new contract for the purchase
of or lease for rental of Property (Purchase/Lease Contract) operated in connection with the
provision of the services or work, as applicable, as specified in the Master Contract, if
applicable, and any modifications, amendments, or extensions of an existing lease or
purchase prior to its execution. If, in its discretion, the State disapproves of any
Purchase/Lease Contract, then the State shall not be obligated to make any payments for such
Property.
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Page 17 of 25, Master Contract for Grants -Standard Terms and Conditions
g) No member, officer, director or employee of the Contractor shall retain or acquire any
interest, direct or indirect, in any Property, paid for with funds under the Master Contract, nor
retain any interest, direct or indirect, in such, without full and complete prior disclosure of
such interest and the date of acquisition thereof, in writing to the Contractor and the State.
2. For non-Federally-funded contracts, unless otherwise provided herein, the State shall have the
following rights to Property purchased with funds provided under the Master Contract:
a) For cost-reimbursable contracts, all right, title and interest in such Property shall belong to
the State.
b) For performance-based contracts, all right, title and interest in such Property shall belong
to the Contractor.
3. For Federally funded contracts, title to Property whose requisition cost is borne in whole or in
part by monies provided under the Master Contract shall be governed by the terms and
conditions of Attachment A-2 (Federally Funded Grants).
4. Upon written direction by the State, the Contractor shall maintain an inventory of all Property
that is owned by the State as provided herein.
5. The Contractor shall execute any documents which the State may reasonably require to
effectuate the provisions of this section.
E. Records and Audits:
1. General:
a) The Contractor shall establish and maintain, in paper or electronic format, complete and
accurate books, records, documents, receipts, accounts, and other evidence directly pertinent
to its performance under the Master Contract (collectively, Records).
b) The Contractor agrees to produce and retain for the 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 funds received under the
Master Contract. Such Records may include, but not be limited to, original books of entry
(e.g., cash disbursements and cash receipts journal), and the following specific records (as
applicable) to substantiate the types of expenditures noted:
(i) personal service expenditures: cancelled checks and the related bank statements, time
and attendance records, payroll journals, cash and check disbursement records including
copies of money orders and the like, vouchers and invoices, records of contract labor,
any and all records listing payroll and the money value of non-cash advantages provided
to employees, time cards, work schedules and logs, employee personal history folders,
detailed and general ledgers, sales records, miscellaneous reports and returns (tax and
otherwise), and cost allocation plans, if applicable.
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(ii) payroll taxes and fringe benefits: cancelled checks, copies of related bank
statements, cash and check disbursement records including copies of money orders and
the like, invoices for fringe benefit expenses, miscellaneous reports and returns (tax and
otherwise), and cost allocation plans, if applicable.
(iii) non-personal services expenditures: original invoices/receipts, cancelled checks and
related bank statements, consultant agreements, leases, and cost allocation plans, if
applicable.
(iv) receipt and deposit of advance and reimbursements: itemized bank stamped deposit
slips, and a copy of the related bank statements.
c) The OSC, AG and any other person or entity authorized to conduct an examination, as
well as the State Agency or State Agencies involved in the Master Contract that provided
funding, shall have access to the Records during the hours of 9:00 a.m, until 5:00 p.m.,
Monday through Friday (excluding State recognized holidays), at an office of the Contractor
within the State of New York or, if no such office is available, at a mutually agreeable and
reasonable venue within the State, for the term specified above for the purposes of
inspection, auditing and copying.
d) The State shall protect from public disclosure any of the Records which are exempt from
disclosure under Section 87 of the Public Officers Law provided that: (i) the Contractor shall
timely inform an appropriate State official, in writing, that said records should not be
disclosed; and (ii) said records shall be sufficiently identified; and (iii) designation of said
records, as exempt under Section 87 of the Public Officers Law, is reasonable.
e) Nothing contained herein shall diminish, or in any way adversely affect, the State's rights
in connection with its audit and investigatory authority or the State's rights in connection
with discovery in any pending or future litigation.
2. Cost Allocation:
a) For non-performance based contracts, the proper allocation of the Contractor's costs must
be made according to a cost allocation plan that meets the requirements of OMB Circulars A-
87, A-122, and/or A-21. Methods used to determine and assign costs shall conform to
generally accepted accounting practices and shall be consistent with the method(s) used by
the Contractor to determine costs for other operations or programs. Such accounting
standards and practices shall be subject to approval of the State.
b) For performance based milestone contracts, or for the portion of the contract amount paid
on a performance basis, the Contractor shall maintain documentation demonstrating that
milestones were attained.
3. Federal Funds: For records and audit provisions governing Federal funds, please see
Attachment A-2 (Federally Funded Grants).
F. Confidentiality: The Contractor agrees that it shall use and maintain information relating to
individuals who may receive services, and their families pursuant to the Master Contract, or any
other information, data or records deemed confidential by the State (Confidential Information) only
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Page 19 of 25, Master Contract for Grants- Standard Terms and Conditions
for the limited purposes of the Master Contract and in conformity with applicable provisions of State
and Federal law. The Contractor (i) has an affirmative obligation to safeguard any such Confidential
Information from unnecessary or unauthorized disclosure and (ii) must comply with the provisions
of the New York State Information Security Breach and Notification Act (General Business Law
Section 899-aa; State Technology Law Section 208).
G. Publicity:
I. Publicity includes, but is not limited to: news conferences; news releases; public
announcements; advertising; brochures; reports; discussions or presentations at conferences or
meetings; and/or the inclusion of State materials, the State's name or other such references to the
State in any document or forum. Publicity regarding this project may not be released without
prior written approval from the State.
2. Any publications, presentations or announcements of conferences, meetings or trainings
which are funded in whole or in part through any activity supported under the Master Contract
may not be published, presented or announced without prior approval of the State. Any such
publication, presentation or announcement shall:
a) Acknowledge the support of the State of New York and, if funded with Federal funds, the
applicable Federal funding agency; and
b) State that the opinions, results, findings and/or interpretations of data contained therein
are the responsibility of the Contractor and do not necessarily represent the opinions,
interpretations or policy of the State or if funded with Federal funds, the applicable Federal
funding agency.
3. Notwithstanding the above, 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 submits such manuscripts to the State
forty-five (45) calendar days prior to submission for consideration by a publisher in order for the
State to review the manuscript for compliance with confidentiality requirements and
restrictions and to make such other comments as the State deems appropriate. All derivative
publications shall follow the same acknowledgments and disclaimer as described in Section
V(G)(2) (Publicity) hereof.
H. Web-Based Applications-Accessibility: Any web-based intranet and Internet information and
applications development, or programming delivered pursuant to the Master Contract or
procurement shall comply with New York State Enterprise IT Policy NYS-P08-005, Accessibility
Web-Based Information and Applications, and New York State Enterprise IT Standard NYS-S08-
005, Accessibility of Web-Based Information Applications, as such policy or standard may be
amended, modified or superseded, which requires that State Agency web-based intranet and Internet
information and applications are accessible to person with disabilities. Web content must conform
to New York State Enterprise IT Standards NYS-S08-005, as determined by quality assurance
testing. Such quality assurance testing shall be conducted by the State Agency and the results of
such testing must be satisfactory to the State Agency before web content shall be considered a
qualified deliverable under the Master Contract or procurement.
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Page 20 of 25, Master Contract for Grants - Standard Terms and Conditions
I. Non-Discrimination Requirements: Pursuant to Article 15 of the Executive Law (also known
as the Human Rights Law) and all other State and Federal statutory and constitutional non-
discrimination provisions, the Contractor and sub-contractors will not discriminate against any
employee or applicant for employment because of race, creed (religion), color, sex (including gender
expression), national origin, sexual orientation, military status, age, disability, predisposing genetic
characteristic, marital status or domestic violence victim status, and shall also follow the
requirements of the Human Rights Law with regard to non-discrimination on the basis of prior
criminal conviction and prior arrest. Furthermore, in accordance with Section 220-e of the Labor
Law, if this is a contract for the construction, alteration or repair of any public building or public
work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the
extent that the Master Contract shall be performed within the State of New York, the Contractor
agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex, or
national origin: (a) discriminate in hiring against any New York State citizen who is qualified and
available to perform the work; or (b) discriminate against or intimidate any employee hired for the
performance of work under the Master Contract. If this is a building service contract as defined in
Section 230 of the Labor Law, then, in accordance with Section 239 thereof, the Contractor agrees
that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex or
disability: (a) discriminate in hiring against any New York State citizen who is qualified and
available to perforin the work; or (b) discriminate against or intimidate any employee hired for the
performance of work under the Master Contract. The Contractor shall be subject to fines of$50.00
per person per day for any violation of Section 220-e or Section 239 of the Labor Law.
J. Equal Opportunities for Minorities and Women; Minority and Women Owned Business
Enterprises: In accordance with Section 312 of the Executive Law and 5 NYCRR 143, if the
Master Contract is: (i) a written agreement or purchase order instrument, providing for a total
expenditure in excess of$25,000.00, whereby a contracting State Agency is committed to expend or
does expend funds in return for labor, services, supplies, equipment, materials or any combination of
the foregoing, to be performed for, or rendered or furnished to the contracting State Agency; or (ii) a
written agreement in excess of $100,000.00 whereby a contracting State Agency is committed to
expend or does expend funds for the acquisition, construction, demolition, replacement, major repair
or renovation of real property and improvements thereon; or (iii) a written agreement in excess of
$100,000.00 whereby the owner of a State assisted housing project is committed to expend or does
expend funds for the acquisition, construction, demolition, replacement, major repair or renovation
of real property and improvements thereon for such project, then the Contractor certifies and affirms
that (i) it is subject to Article 15-A of the Executive Law which includes, but is not limited to, those
provisions concerning the maximizing of opportunities for the participation of minority and women-
owned business enterprises and (ii) the following provisions shall apply and it is Contractor's equal
employment opportunity policy that:
1. The Contractor shall not discriminate against employees or applicants for employment
because of race, creed, color, national origin, sex, age, disability or marital status;
2. The Contractor shall make and document its conscientious and active efforts to employ and
utilize minority group members and women in its work force on State contracts;
3. The Contractor shall undertake or continue existing programs of affirmative action to ensure
that minority group members and women are afforded equal employment opportunities without
discrimination. Affirmative action shall mean recruitment, employment, job assignment,
Contract Number: # C1000716
Page 21 of 25,Master Contract for Grants-Standard Terms and Conditions
promotion, upgrading, demotion, transfer, layoff, or termination and rates of pay or other forms
of compensation;
4. At the request of the State, the Contractor shall request each employment agency, labor union,
or authorized representative of workers with which it has a collective bargaining or other
agreement or understanding, to furnish a written statement that such employment agency, labor
union or representative shall not discriminate on the basis of race, creed, color, national origin,
sex, age, disability or marital status and that such union or representative shall affirmatively
cooperate in the implementation of the Contractor's obligations herein; and
5. The Contractor shall state, in all solicitations or advertisements for employees, that, in the
performance of the State contract, all qualified applicants shall be afforded equal employment
opportunities without discrimination because of race, creed, color, national origin, sex, age,
disability or marital status.
The Contractor shall include the provisions of subclauses 1 — 5 of this Section ff)(J), in every
subcontract over $25,000.00 for the construction, demolition, replacement, major repair, renovation,
planning or design of real property and improvements thereon (Work) except where the Work is for
the beneficial use of the Contractor. Section 312 of the Executive Law does not apply to: (i) work,
goods or services unrelated to the Master Contract; or (ii) employment outside New York State. The
State shall consider compliance by the Contractor or a subcontractor with the requirements of any
Federal law concerning equal employment opportunity which effectuates the purpose of this section.
The State shall determine whether the imposition of the requirements of the provisions hereof
duplicate or conflict with any such Federal law and if such duplication or conflict exists, the State
shall waive the applicability of Section 312 of the Executive Law to the extent of such duplication or
conflict. The Contractor shall comply with all duly promulgated and lawful rules and regulations of
the Department of Economic Development's Division of Minority and Women's Business
Development pertaining hereto.
K. Omnibus Procurement Act of 1992: It is the policy of New York State to maximize
opportunities for the participation of New York State business enterprises, including minority and
women-owned business enterprises, as bidders, subcontractors and suppliers on its procurement
contracts.
1. If the total dollar amount of the Master Contract is greater than $1 million, the Omnibus
Procurement Act of 1992 requires that by signing the Master Contract, the Contractor certifies
the following:
a) The Contractor has made reasonable efforts to encourage the participation of State
business enterprises as suppliers and subcontractors, including certified minority and women-
owned business enterprises, on this project, and has retained the documentation of these
efforts to be provided upon request to the State;
b) The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-
261), as amended;
c) The Contractor agrees to make reasonable efforts to provide notification to State residents
of employment opportunities on this project through listing any such positions with the Job
Service Division of the New York State Department of Labor, or providing such notification
Contract Number: # C1000716
Page 22 of 25, Master Contract for Grants- Standard Terms and Conditions
in such manner as is consistent with existing collective bargaining contracts or agreements.
The Contractor agrees to document these efforts and to provide said documentation to the
State upon request; and
d) The Contractor acknowledges notice that the State may seek to obtain offset credits from
foreign countries as a result of the Master Contract and agrees to cooperate with the State in
these efforts.
L. Workers' Compensation Benefits:
1. In accordance with Section 142 of the State Finance Law, the Master Contract shall be void
and of no force and effect unless the Contractor shall provide and maintain coverage during the
life of the Master Contract for the benefit of such employees as are required to be covered by the
provisions of the Workers' Compensation Law.
2. If a Contractor believes they are exempt from the Workers Compensation insurance
requirement they must apply for an exemption.
M. Unemployment Insurance Compliance: The Contractor shall remain current in both its
quarterly reporting and payment of contributions or payments in lieu of contributions, as applicable,
to the State Unemployment Insurance system as a condition of maintaining this grant.
The Contractor hereby authorizes the State Department of Labor to disclose to the State Agency staff
only such information as is necessary to determine the Contractor's compliance with the State
Unemployment Insurance Law. This includes, but is not limited to, the following:
1. any records of unemployment insurance (UI) contributions, interest, and/or penalty payment
arrears or reporting delinquency;
2. any debts owed for UI contributions, interest, and/or penalties;
3. the history and results of any audit or investigation; and
4. copies of wage reporting information.
Such disclosures are protected under Section 537 of the State Labor Law, which makes it a
misdemeanor for the recipient of such information to use or disclose the information for any purpose
other than the performing due diligence as a part of the approval process for the Master Contract.
N. Vendor Responsibility:
1. If a Contractor is required to complete a Questionnaire, the Contractor covenants and
represents that it has, to the best of its knowledge, truthfully, accurately and thoroughly
completed such Questionnaire. Although electronic filing is preferred, the Contractor may
obtain a paper form from the OSC prior to execution of the Master Contract. The Contractor
further covenants and represents that as of the date of execution of the Master Contract, there are
no material events, omissions, changes or corrections to such document requiring an amendment
to the Questionnaire.
Contract Number: # C1000716
Page 23 of 25,Master Contract for Grants -Standard Terms and Conditions
2. The Contractor shall provide to the State updates to the Questionnaire if any material event(s)
occurs requiring an amendment or as new information material to such Questionnaire becomes
available.
3. The Contractor shall, in addition, promptly report to the State the initiation of any
investigation or audit by a governmental entity with enforcement authority with respect to any
alleged violation of Federal or state law by the Contractor, its employees, its officers and/or
directors in connection with matters involving, relating to or arising out of the Contractor's
business. Such report shall be made within five (5) business days following the Contractor
becoming aware of such event, investigation, or audit. Such report may be considered by the
State in making a Determination of Vendor Non-Responsibility pursuant to this section.
4. The State reserves the right, in its sole discretion, at any time during the term of the Master
Contract:
a) to require updates or clarifications to the Questionnaire upon written request;
b) to inquire about information included in or required information omitted from the
Questionnaire;
c) to require the Contractor to provide such information to the State within a reasonable
timeframe; and
d) to require as a condition precedent to entering into the Master Contract that the Contractor
agree to such additional conditions as shall be necessary to satisfy the State that the
Contractor is, and shall remain, a responsible vendor; and
e) to require the Contractor to present evidence of its continuing legal authority to do
business in New York State, integrity, experience, ability, prior performance, and
organizational and financial capacity. By signing the Master Contract, the Contractor agrees
to comply with any such additional conditions that have been made a part of the Master
Contract.
5. The State, in its sole discretion, reserves the right to suspend any or all activities under the
Master Contract, at any time, when it discovers information that calls into question the
responsibility of the Contractor. In the event of such suspension, the Contractor shall be given
written notice outlining the particulars of such suspension. Upon issuance of such notice, the
Contractor must comply with the terms of the suspension order. Contract activity may resume at
such time as the State issues a written notice authorizing a resumption of performance under the
Master Contract.
6. The State, in its sole discretion, reserves the right to make a final Determination of Non-
Responsibility at any time during the term of the Master Contract based on:
a) any information provided in the Questionnaire and/or in any updates, clarifications or
amendments thereof; or
b) the State's discovery of any material information which pertains to the Contractor's
responsibility.
Contract Number: # C1000716
Page 24 of 25, Master Contract for Grants - Standard Terms and Conditions
7. Prior to making a final Determination of Non-Responsibility, the State shall provide written
notice to the Contractor that it has made a preliminary determination of non- responsibility. The
State shall detail the reason(s) for the preliminary determination, and shall provide the Contractor
with an opportunity to be heard.
O. Charities Registration: If applicable, the Contractor agrees to (i) obtain not-for-profit status, a
Federal identification number, and a charitable registration number (or a declaration of exemption)
and to furnish the State Agency with this information as soon as it is available, (ii) be in compliance
with the OAG charities registration requirements at the time of the awarding of this Master Contract
by the State and (iii) remain in compliance with the OAG charities registration requirements
throughout the term of the Master Contract.
P. Consultant Disclosure Law: If this is a contract for consulting services, defined for purposes
of this requirement to include analysis, evaluation, research, training, data processing, computer
programming, engineering, environmental, health, and mental health services, accounting, auditing,
paralegal, legal, or similar services, then in accordance with Section 163 (4-g) of the State Finance
Law (as amended by Chapter 10 of the I.,aws 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
prevailing supplements, including the premium rates for overtime pay, as determined by the State
Labor Department in accordance with the Labor Law. Additionally, effective April 28, 2008, if this
is a public work contract covered by Article 8 of the Labor Law, the Contractor understands and
agrees that the filing of payrolls in a manner consistent with Subdivision 3-a of Section 220 of the
Labor Law shall be condition precedent to payment by the State of any State approved sums due and
owing for work done upon the project.
9 Not applicable to not-for-profit entities.
Contract Number: # C1000716
Page 25 of 25, Master Contract for Grants- Standard Terms and Conditions
ATTACHMENT A-1
AGENCY AND PROGRAM SPECIFIC TERMS AND CONDITIONS
I. Agency Specific Clauses (revised 3/18/15)
For the purposes of this Agreement, the terms "State" and "Department" are interchangeable, unless the context
requires otherwise. In addition, the terms "Agreement" and "Contract" are interchangeable, unless the context
requires otherwise.
A. Project Timetable
The Contractor agrees to proceed expeditiously with the Project and to complete the Project in accordance
with any timetable associated therewith as set forth in the Work Plan (Attachment C) as well as with the
conditions of any applicable permits, administrative orders, or judicial orders and this Agreement.
B. Budget Modifications
Prior DOS written approval, which requires a detailed breakdown and justification, is required for all
requests for budget modifications.
Any proposed modification to a contract that will result in a transfer of funds among program activities or
budget cost categories, but does not affect the amount, consideration, scope or other terms of such contracts
must be submitted to DOS for submission to the Office of State Comptroller for approval when:
1. The amount of the modification is equal to or greater than ten percent of the total value of the
contract for contracts of less than five million dollars; or
2. The amount of the modification is equal to or greater than five percent of the total value of the
contract for contracts of more than five million dollars.
C. License to Use and Reproduce Documents, Intellectual Property and Other Works:
By acceptance of this Agreement, Contractor transfers to the Department a perpetual, transferable
nonexclusive license to use, reproduce in any medium, and distribute, for any purpose, any intellectual
property or other work purchased, developed or prepared for or in connection with the Project using funding
provided pursuant to this Contract, including but not limited to reports, maps, designs, plans, analysis, and .
documents regardless of the medium in which they are originally produced. Contractor warrants to the
Department that it has sufficient title or interest in such works to license pursuant to this Agreement, and
further agrees and warrants that it shall not enter into any subcontract or other agreement purporting to limit
such title or interest in such works in any manner that may compromise Contractor's ability to provide the
aforesaid license to the Department. Such warranties shall survive the termination of this agreement.
Contractor agrees to provide the original of each such work, or a copy thereof which is acceptable to the
Department, to the Department before payments shall be made under this Agreement.
D. Property
The ownership of all property or intellectual property described herein and purchased, developed or
prepared under the terms of this Contract shall reside with the Contractor with a reversionary interest in
such property or intellectual property held by the Department, unless otherwise authorized or directed in
writing by the Department. Except as otherwise provided in Section II.C.3 of the Standard Terms and
Contract Number: #C1000716
Page 1 of 19, Attachment A-1 —Program Specific Terms and Conditions
Conditions, Contractor shall retain ownership of such property or intellectual property after the term of this
Contract so long as such property or intellectual property is used for purposes similar to those contemplated
by this Contract. Otherwise, the Contractor shall return such property or intellectual property to the
Department at the Contractor's cost and expense, and Contractor's ownership interests, rights and title in
such property or intellectual property shall revert to the Department. The ownership of all property
purchased with federal funds provided pursuant to this Agreement, however, shall be governed by the terms
of applicable federal law and OMB Circulars , including but not limited to 2 CFR Part 200, "Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," as amended.
E. Termination
The Department may terminate the Agreement in accordance with the terms and conditions set forth in the
Master Grant Contract section of this Agreement. In addition to other reserved rights it has to terminate this
Agreement, the Department may terminate or suspend the Agreement under the following circumstances:
1. The Contractor shall complete the project as set forth in this Agreement, and failure to render
satisfactory progress or to complete the project to the satisfaction of the State may be deemed an
abandonment of the project and may cause the suspension or termination of any obligation of the
State. In the event the Contractor should be deemed to have abandoned the project for any reason or
cause other than a national emergency or an Act of God, all monies paid to the Contractor by the
State and not expended in accordance with this Agreement shall be repaid to the State upon demand.
If such monies are not repaid within one year after such demand, the State Comptroller of the State
of New York may cause to be withheld from the Contractor any State assistance to which the
Contractor would otherwise be entitled in an amount equal to the monies demanded.
2. In the event that the Department has provided written notice to the Contractor directing that the
Contractor correct any failure to comply with this Agreement, the Department reserves the right to
direct that the Contractor suspend all work during a period of time to be determined by the
Department. If the Contractor does not correct such failures during the period provided for in the
notice, this Agreement shall be deemed to be terminated after expiration of such time period. During
any such suspension, the Contractor agrees not to incur any new obligations after receipt of the
notice without approval by the Department.
3. If the Department determines the Contractor has breached a term of the Agreement and if the
Department determines the defect can be remedied, it may, in its sole discretion, issue a written
notice providing the Contractor with a minimum of 30 days to correct the defect and the notice may
include a prospective termination date. If the Contractor fails to correct the defect or fails to make a
good faith effort to do so as determined by the Department to the Department's satisfaction, the
Department may terminate the Agreement for cause.
4. The Department shall also have the right to postpone or suspend the Agreement or deem it
abandoned without this action being a breach of the Agreement. The Department shall provide
written notice to the Contractor indicating the Agreement has been postponed, suspended or
abandoned. During any postponement, suspension or abandonment the Contractor agrees not to do
any work under the Agreement without prior written approval of the Department.
5. In the event the Agreement is postponed, suspended, abandoned or terminated, the Department shall
make a settlement with the Contractor upon an equitable basis in good faith and under the general
compensation principles and rates established in the Agreement by the Department. This settlement
Contract Number: #C1000716
Page 2 of 19,Attachment A-1 —Program Specific Terms and Conditions
shall fix the value of the work which was performed by the Contractor to the Department's
satisfaction prior to the postponement, suspension, abandonment or termination of the Agreement.
6. Any funds paid to the Contractor by the Department which are not expended under the terms of the
Agreement shall be repaid to the Department.
F. Subcontracting Requirements
1. Contractor agrees that it shall not enter into any subcontract for the performance of work in
furtherance of this Contract with any subcontractor that at the time of contracting: (1) is listed on the
New York State Department of Labor's list of companies with which New York State cannot do
business (available at https://dbr.labor.state.ny.us/EDI..,ist/searc]iPag_e.do); (2) is listed as an entity
debarred from federal contracts (available at: https://www.sam.gov/portal/public/SAM); or (3) fails
to possess requisite workers compensation and disability insurance coverage (see
http://www.wcb.ny.gov). In addition, Contractor agrees that it shall immediately suspend or
terminate any subcontract entered into for the performance of work in furtherance of this Contract if
at any time during the term of such subcontract the subcontractor: (1) is listed on the New York State
Department of Labor's list of companies with which New York State cannot do business (available
at https://dbr.labor.state.ny.us/EDList/searchPag_e.do); (2) is listed as an entity debarred from federal
contracts (list available at: https://www,sam.gov/portal/public/SAM); or (3) fails to maintain
requisite workers compensation or disability insurance coverage (see http://www.wcb.ny.gov).
Contractor agrees that any such suspension shall remain in place until the condition giving rise to the
suspension is corrected by the subcontractor. The terms of this clause shall be incorporated in any
and all subcontracts entered into in furtherance of this Contract.
2. The Contractor's use of subcontractors shall not diminish the Contractor's obligations to complete
the Work in accordance with the Contract. The Contractor shall control and coordinate the Work of
its subcontractors.
3. The Contractor shall be responsible for informing its subcontractors of all the terms, conditions and
requirements of the Contract Documents including, but not limited to the terms of the Master Grant
Contract, any and all Appendices, and any changes made by amendments thereto, and ensuring that
any and all subcontracts entered into in furtherance of this Contract conform to and do not conflict
with such terms.
4. Contractor shall file each and every subcontract entered into in furtherance of this Contract with the
Department of State no later than fifteen (15) calendar days following the signing of the subcontract,
unless otherwise authorized or directed by the Department of State.
5. Notwithstanding the requirements of Section IV.13.2 of the Standard Terms and Conditions, the
Department reserves the right to require, upon notice to the Contractor, that, commencing from the
date of such notice or a date otherwise specified in such notice, Contractor must obtain written
approval from the Department prior to entering into any and all subcontracts valued at or below
$100,000 for the performance of any activities covered by this Contract (as provided for in
Attachment Q. Contractor agrees to require any proposed subcontractors to timely provide to the
Department such information as may be requested by the Department as necessary to assess whether
the proposed subcontractor is a responsible entity capable of lawfully and satisfactorily performing
the work. In the event the Department invokes this right of prior approval and a request for approval
is submitted by Contractor and denied by the Department, Contractor agrees that it shall not enter
Contract Number: #C1000716
Page 3 of 19,Attachment A-1 —Program Specific Terms and Conditions
into the proposed subcontract and that no costs associated with such subcontract shall be allowable
under this Contract.
G. Compliance with Procurement Requirements
1. All contracts by municipalities for service, labor, and construction involving not more than $35,000
and purchase contracts involving not more than $20,000 are subject to the requirements of General
Municipal Law §104-b, which requires such contracts to comply with the procurement policies and
procedures of the municipality involved. All such contracts shall be awarded after and in accordance
with such municipal procedures, subject to the MWBE requirements as set forth in Section M and
any additional requirements imposed by the State as set forth in Attachment C hereof.
2. The municipal attorney, chief legal officer or financial administrator of the Contractor shall certify to
the Department of State that applicable public bidding procedures of General Municipal Law §103
were followed for all service, labor, and construction contracts involving more than $35,000 and all
purchase contracts involving more than $20,000. In the case of contracts by municipalities service,
labor, and construction contracts involving not more than $35,000 and purchase contracts involving
not more than $20,000, the municipal attorney, chief legal officer or financial administrator shall
certify that the procedures of the municipality established pursuant to General Municipal Law §104-
b were fully complied with, in addition to the MWBE requirements as set forth in Section M of this
Agreement and any additional requirements imposed by the State as set forth in Attachment C
hereof.
3. For non-municipal entities such as community-based organizations, the chief legal officer or
financial administrator of the Contractor shall certify to the State that alternative proposals and
quotations for professional services were secured by use of written requests for proposals through a
publicly advertised process satisfactory to meet the MWBE requirements set forth in Section M of
this Agreement and to ensure the prudent and economical use of public funds for professional
services of maximum quality at reasonable cost.
H. Vendor Responsibility Determinations
1. A Vendor Responsibility Questionnaire and Certification is required for certain contracts. This
Questionnaire is designed to provide information to assist the contracting agency in assessing a
CONTRACTOR's responsibility, prior to entering into a contract, and must be completed and
submitted electronically or returned with the contract. Contractor is invited to file the required
Vendor Responsibility Questionnaire online via the New York State VendRep System or may
choose to complete and submit a paper questionnaire. To enroll in and use the New York State
VendRep System, see the VendRep System Instructions available at
http://www.osc.state.ny.us/vendrep/systeminit.htm or go directly to the VendRep System online at
https://portal.osc.state.ny.us. For direct VendRep System user assistance, the Office of the State
Comptroller's Help Desk may be reached at 866-370-4672 or 518-408-4672 or by email at
helpdesk(cr�,osc.state.ny.us. Vendors opting to file a paper questionnaire can obtain the appropriate
questionnaire from the VendRep website www.osc.state.ny.us/vendrep or may contact the
Department of State or the Office of the State Comptroller's Help Desk for a copy of the paper form.
2. Contractor hereby acknowledges that the Vendor Responsibility Questionnaire (VRQ), as described
in Section IV (N) of the Master Grant Contract, as well as any updated or amended version of the
VRQ submitted during the term of this contract, or any contractor responsibility information that
may be requested by the Department and submitted during the term of this contract, is made a part of
Contract Number: #C1000716
Page 4 of 19,Attachment A-1 —Program Specific Terms and Conditions
this contract by reference hereto and that any misrepresentation of fact in the information submitted,
may result in termination of this contract. During the term of this Contract, any changes in the
information provided in the questionnaire shall be disclosed to the Department, in writing, in a
timely manner. Failure to make such disclosure may result in a determination of non-responsibility
and termination of the contract.
I. State Attorney General Charities Registration
In accordance with the Estates, Powers and Trust Law § 8-1.4 (s), the recipient certifies that it is in
compliance with the requirements of Estate, Powers and Trusts Law sections 8-1.4 (d), (f), and (g),
regarding organizations which administer property for charitable purposes registering and filing periodic
reports (together with the appropriate filing fees) with the New York State Attorney General's Charities
Bureau. This certification is a material representation of fact upon which reliance was placed by the
Department of State in entering into this Agreement with the Contractor.
The Contractor agrees that it will provide immediate written notice to the Department of State if at any time
it learns that this certification was erroneous when made or has become erroneous by reason of changed
circumstances.
J. Records Access
The Contractor shall make such records available for review by the Department upon request at any time.
The Department shall have the right to conduct progress assessments and review books and records as
necessary. The Department shall have the right to conduct an on-site review of the Project and/or books and
records of the Contractor prior to, and for reasonable time following, issuance of the final payment. The
Department shall be entitled to disallow any cost or expense, and/or terminate or suspend this Agreement, if
the Contractor has misrepresented any expenditures or Project activities in its application to the Department,
or in this Agreement, or in any progress reports or payment requests made pursuant hereto. The Contractor
shall maintain such books and records in a manner so that reports can be produced therefrom in accordance
with generally accepted accounting principles. The Contractor shall maintain separate financial books and
records for all funds received through the Department pursuant to this Agreement.
K. Notices
Pursuant to Section J of the Master Grant Contract, notice hereunder shall be addressed as follows:
1. Notice to the State
Name: Laurissa Garcia
Title: Contract Administrator
Agency/Division: Department of State, Office of Planning and Development
Address: 99 Washington Avenue, Suite 1010
Albany, NY 12231
Telephone Number: 518-486-9540
E-Mail Address: opdcontractskdos.ny.gov
Contract Number: #C1000716
Page 5 of 19,Attachment A-1 --Program Specific Terms and Conditions
2. Notice to the Contractor
Name: Scott A. Russell
Title: Supervisor
Affiliation: Town of Southold
Address: 54375 State Route 25
PO Box 1179
Southold,NY 11971
Telephone Number: 631-765-1889
E-Mail Address: scott.russellgtown.Southold ny.us
L. Limits on Administrative Expenses and Executive Compensation (19 NYCRR Part 144, incorporated
herein by reference):
1. If Contractor is a "covered provider" within the meaning of 19 NYCRR § 144.3(d) at any time
during the life of this Agreement, then during the period when Contractor is such a "covered
provider":
a. Contractor shall comply with the requirements set forth in 19 NYCRR Part 144, as amended; and
b. Contractor's failure to comply with any applicable requirement of 19 NYCRR Part 144, as
amended, including but not limited to the restrictions on allowable administrative expenses, the
limits on executive compensation, and the reporting requirements, may be deemed a material
breach of this Agreement and constitute a sufficient basis for, in the discretion of the
Department, termination for cause, suspension for cause, or the reduction of funding provided
pursuant to this Agreement.
2. Contractor shall include the following provision in any agreement with a subcontractor or agent
receiving State funds or State-authorized payments from the Contractor to provide program or
administrative services under this Agreement:
[Name of subcontractor/agent] acknowledges that, pursuant to this Agreement, it is receiving
"State funds" or "State-authorized payments" originating with, passed through, or approved by
the New York State Department of State in order to provide program or administrative services
on behalf of[Name of CONTRACTOR]. If at any time during the life of this Agreement[Name of
subcontractor/agency] is a "covered provider" within the meaning of Section 144.3(d) of DOS
regulations, [Name of subcontractor/agent] shall comply with the terms of 19 NYCRR Part 144,
as amended. A failure to comply with 19 NYCRR Part 144, where applicable, may be deemed a
material breach of this Agreement constituting a sufficient basis for suspension or termination
for cause. The terms of 19 NYCRR Part 144, as amended, are incorporated herein by reference.
M. Minority and Women Owned Business Participation
Article 15-A of the New York State Executive Law, as amended, authorized the creation of a Division of
Minority and Women's Business Development to promote employment and business opportunities on state
contracts for minorities and women. This law supersedes any other provision in state law authorizing or
requiring an equal employment opportunity program or a program for securing participation by minority and
women-owned business enterprises. Under this statute, State agencies are charged with establishing
business participation goals for minorities and women. The Department of State administers a Minority and
Women-owned Business Enterprises (MWBE) Program as mandated by Article 15-A.
Contract Number: #C1000716
Page 6 of 19, Attachment A-1 —Program Specific Terms and Conditions
1. General Provisions
a. The Department of State 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 contracts 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 contract (the "Contractor" and the "Contract," respectively) agrees,
in addition to any other nondiscrimination provision of the Contract and at no additional cost to
the New York State Department of State (the "Agency"), to fully comply and cooperate with the
Agency 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 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. Contractor agrees that the terms "MWBE," "MBE" and "WBE" as used herein, shall
mean those MBE or WBE firms certified as such by the State pursuant to NY Executive Law
Article 15-A and listed in the directory of New York State Certified MWBEs found at the
following internet address: http://www.esd.ny.gov/mwbe.html.
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 M (6) of this Attachment or
enforcement proceedings as allowed by the Contract.
2. Contract Goals
a. For purposes of this Contract, the Agency hereby establishes an overall goal of 30% for Minority
and Women-Owned Business Enterprises ("MWBE") participation, 15% for Minority-Owned
Business Enterprises ("MBE") participation and 15% 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 Contract and achieving
the Contract Goals established in Section 2(a) hereof, Contractor should reference the directory
of New York State Certified MWBEs found at the following internet address:
http://www.esd.nygov/mwbe.html.
c. Additionally, Contractor is encouraged to contact the Division of Minority and Women's
Business Development (518) 292-5250; (212) 803-2414; or (716) 846-8200) to discuss
additional methods of maximizing participation by MWBEs on the Contract.
d. 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 Contract. 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
Contract Number: #C1000716
Page 7 of 19,Attachment A-1 —Program Specific Terms and Conditions
in the Contract, such a finding constitutes a breach of contract and the Contractor shall be liable
to the Agency for liquidated or other appropriate damages, as set forth herein.
3. 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 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,
job assignment, promotion, upgrading, demotion, transfer, layoff, or termination and rates of
pay or other forms of compensation.
2) The Contractor shall submit an EEO policy statement to the Agency within seventy two (72)
hours after the date of the notice by Agency to award the Contract to the Contractor.
3) If Contractor or Subcontractor does not have an existing EEO policy statement, the Agency
may provide the Contractor or Subcontractor a model statement (see Form A - 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 contract, 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, which provides for relevant provisions of the Human Rights Law, in every
Contract Number: #C1000716
Page 8 of 19,Attachment A-1 —Program Specific Terms and Conditions
subcontract in such a manner that the requirements of the subdivisions will be binding
upon each subcontractor as to work in connection with the Contract.
c. Form B - 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 Contract by the
specified categories listed, including ethnic background, gender, and Federal occupational
categories. If the total expenditure of this contract is in excess of $250,000, Contractor 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 contract.
d. Form C - Workforce Employment Utilization Report ("Workforce Report")
1) Once a contract has been awarded and during the term of Contract, Contractor is responsible
for updating and providing notice to the Agency of any changes to the previously submitted
Staffing Plan. This information is to be submitted on a quarterly basis during the term of the
contract to report the actual workforce utilized in the performance of the contract 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 Contract.
In limited instances, Contractor may not be able to separate out the workforce utilized in the
performance of the Contract 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 Contract. When the
workforce to be utilized on the contract 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 contract.
3) 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.
4. MWBE Utilization Plan
a. The Contractor represents and warrants that Contractor has submitted an MWBE Utilization Plan
(Form D) either prior to, or at the time of, the execution of the contract.
b. Contractor agrees to use such MWBE Utilization Plan for the performance of MWBEs on the
Contract pursuant to the prescribed MWBE goals set forth in Section M (2)(a) of this
Attachment.
Contract Number: #C1000716
Page 9 of 19, Attachment A-1 —Program Specific Terms and Conditions
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 Contract. Upon the occurrence of such a material
breach, Agency shall be entitled to any remedy provided herein, including but not limited to, a
finding of Contractor non-responsiveness.
5. Waivers
a. For Waiver Requests Contractor should use Form E - 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 Agency shall evaluate the request and issue a written notice of acceptance or denial
within twenty (20) days of receipt.
c. If the Agency, 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 Contract goals and no waiver has been issued in regards to such non-compliance, the Agency
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 Contract Goals.
6. Liquidated Damages - MWBE Participation
a. Where Agency determines that Contractor is not in compliance with the requirements of the
Contract 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 Agency 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
Contract.
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 Agency, Contractor shall pay such
liquidated damages to the Agency within sixty (60) days after they are assessed by the Agency
unless prior to the expiration of such sixtieth day, the Contractor has filed a complaint with the
Director of the Division of Minority and Women's 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 Agency.
7. Contractor is required to submit a Quarterly MWBE Contractor Compliance Report (Form F) to the
Agency by the 10th day following each end of quarter over the term of the Contract documenting the
progress made towards achievement of the MWBE goals of the Contract.
Contract Number: #C1000716
Page 10 of 19,Attachment A-1 —Program Specific Terms and Conditions
8. The Agency may require Contractor to use the New York State Contract System ("NYSCS") to
submit utilization plans, record payments to subcontractors and otherwise report compliance with the
provisions of Article 15-A of the Executive Law and regulations. Technical assistance can be
obtained through the NYSCS website at https://ny.newnycontracts.com by clicking on the "Contact
Us & Support" link.
9. Questions regarding this program should be directed to the Department's Minority and Women-
owned Business Program by calling (518) 473-3401. Potential contractors can access the NYS
Directory of Certified Minority and Women-owned Business Enterprises on-line through the Empire
State Development website at: http://www.esd.ny.gov/MWBE.html. The Department makes no
representation with respect to the availability or capability of any business listed in the Directory.
I1. Program Specific Clauses (revised 7/1/14)
A. This Agreement has been entered into pursuant to the following understandings:
1. Title 11 of the Environmental Protection Fund Act provides for State assistance to municipalities for
the State share of the cost of approved local waterfront revitalization projects as defined in the Act.
2. The Department of State (Department) is authorized by such Act to evaluate and determine
eligibility of applications for funding of projects.
3. Based upon information, representations and certifications contained in Contractor's application for
funding, including the Program Work Plan as set forth in Attachment C, the Department has made a
determination of eligibility of funding for Contractor's project under such Act.
4. State funds (Funding Amount set forth on the Face Page) for this Project (Attachment C Program
Work Plan) are provided pursuant to a reappropriation of funds originally made by Title 11 of the
Environmental Protection Fund Act,
5. The Contractor shall request payment and reimbursement of eligible and supportable costs incurred
under this Agreement, on an interim basis, and each such payment request will be processed by the
Department in accordance with relevant provisions set forth herein, together with the following
terms:
a. The Department, upon approving each payment request, shall make an interim payment for
eligible and supportable costs incurred by the Contractor.
b. The final payment request will not be processed by the Department prior to satisfactory
completion of the Project.
c. The Department can withhold the final 10% of the total amount that may be funded by the State
in accordance with this Agreement, until the satisfactory completion of the Project.
6. No liabilities are to be incurred beyond the contract period and no costs will be reimbursed for such
liabilities unless: 1) funds have been reappropriated for the Project in the subsequent State fiscal
year, 2) the Department determines that it is in the best interest of the Department and the State to
provide additional time to complete the Project and 3) an extension agreement is approved in
accordance with Section IA. of the Agreement.
7. Subject to the availability of funds, determination by the Department that it is in the best interest of
the State, and upon mutual written consent of the parties, the State may provide a no-cost time
extension for up to two contract periods not to exceed twelve months each. The parties shall revise
Contract Number: #C1000716
Page 11 of 19, Attachment A-1 —Program Specific Terms and Conditions
or complete the appropriate appendix form(s), which may be subject to approval of the Office of the
State Comptroller.
8. The Contractor has demonstrated its ability to finance its share of the Project and has agreed to fund
its portion of the cost of the Project.
9. The Contractor shall submit with its request for final payment a Final Project Summary Report and a
final Project Status Report on forms prescribed by the Department.
10, The Contractor shall submit a Project Status Report, on a form prescribed by the Department, on a
semi-annual basis for the periods ending June 30 and December 31. Reports are due no later than 30
days following the end of each reporting period.
B. Additional Requirements for Construction Projects
1. Project design, including preparation of final plans and specifications, and supervision of
construction shall be undertaken by a qualified architect and/or engineer licensed to practice in the
State of New York. The Contractor shall submit final plans and specifications to the Department for
its acceptance before initiating construction work or, if the Contractor intends to subcontract for
construction work, before the work is advertised for bidding. No change to project plans may be
made without the prior written approval of the Department. The Contractor shall also be responsible
for erecting a project sign satisfactory to the Department identifying the Project. The project sign
shall remain in place for the useful life of the improvements undertaken pursuant to this Agreement.
Upon completion of the Project, the Contractor shall submit to the Department a proper certification
from a licensed architect or engineer.
2. The State shall make periodic inspections of the project both during its implementation and after its
completion to ensure compliance with this Agreement. The Contractor shall allow the State
unrestricted access to work during the preparation and progress of the work, and provide for such
access and inspection by the State in all construction contracts relating to the project.
3. The Contractor shall be responsible for ensuring that the project is designed and constructed in
conformance with the Uniform Federal Accessibility Standards (UFAS - Appendix A to 41 CRF part
101-19.6), the Americans with Disabilities Act Accessibility Guidelines (ADAAG - Appendix A of
Title 9 NYCRR). Where there are discrepancies among the sets of standards with regard to a
particular design/construction requirement, the one providing for the greatest degree of
accommodation for the disabled shall apply.
C. Reports, Documents and Maps
The Contractor shall, where appropriate, identify documents, reports, and maps produced in whole or in part
under this Agreement by endorsing on said documents, reports, and maps the following:
"This (document, report, map, etc.) was prepared with funding provided by the New York State
Department of State under Title 11 of the Environmental Protection Fund."
Contract Number: #C1000716
Page 12 of 19,Attachment A-1 —Program Specific Terms and Conditions
Contractors Insurance Requirements
1. Prior to. the commencement of the work, the Contractor shall file with the Department of State,
Certificates of Insurance evidencing compliance with all requirements contained in this Agreement.
Such certificate shall be of form and substance acceptable to the Department.
2. Acceptance and/or approval by the Department does not and shall not be construed to relieve
Contractor of any obligations, responsibilities or liabilities under the Agreement.
3. All insurance required by the Agreement shall be obtained at the sole cost and expense of the
Contractor; shall be maintained with insurance carriers licensed to do business in New York State;
shall be primary and non-contributing to any insurance or self insurance maintained by the
Department; shall be endorsed to provide written notice be given to the Department, at least thirty
(30) days prior to the cancellation, non-renewal, or material alteration of such policies, which notice,
evidenced by return receipt of United States Certified Mail which shall be sent to New York State
Department of State, One Commerce Plaza, 99 Washington Avenue, Albany, New York 12231-
0001; and shall name the People of the State of New York and their directors officers, agents, and
employees as additional insured thereunder.
4. The Contractor shall be solely responsible for the payment of all deductibles to which such policies
are subject.
5. Each insurance carrier must be rated at least "A" Class "VII" in the most recently published Best's
Insurance Report. If, during the term of the policy, a carrier's rating falls below "A Class "VII", the
insurance must be replaced no later than the renewal date of the policy with an insurer acceptable to
the Department and rated at least "A" Class "VII" in the most recently published Best's Insurance
Report.
6. The Contractor shall cause all insurance to be in full force and effect as of the date of this Agreement
and to remain in full force and effect throughout the term of this Agreement and as further required
by this Agreement. The Contractor shall not take any action, or omit to take any action that would
suspend or invalidate any of the required coverages during the period of time such coverages are
required to be in effect.
7. Not less than thirty (30) days prior to the expiration date or renewal date, the Contractor shall supply
the Department updated replacement Certificates of Insurance, and amendatory endorsements.
8. Unless the Contractor is self-insured, Contractor shall, throughout the term of the Agreement or as
otherwise required by this Agreement, obtain and maintain in full force and effect the following
insurance with limits not less than those described below and as required by the terms of this
Agreement, or as required by law, whichever is greater (limits may be provided through a
combination of primary and umbrella/excess policies). Where Contractor is self-insured, the
Contractor shall provide suitable evidence of such to the Department relating to the risks and
coverage amounts as provided hereunder.
a. Comprehensive Liability Insurance with a limit of not less than $1,000,000 each occurrence.
Such liability shall be written on the Insurance Service Office's (ISO) occurrence form CG 00
01, or a substitute form providing equivalent coverages and shall cover liability arising from
premises operations, independent contractors, products-completed operations, broad form
property damage, personal & advertising injury, owners & contractors protective, cross liability
Contract Number: #C1000716
Page 13 of 19,Attachment A-1 —Program Specific Terms and Conditions
coverage, liability assumed in a contract (including the tort liability of another assumed in a
contract) and explosion, collapse & underground coverage.
1) If such insurance contains an aggregate limit, it shall apply separately to this location.
2) Products and Completed Operations coverage shall include a provision that coverage will
extend for a period of at least twelve (12) months from the date of final completion and
acceptance by the owner of all of contractors work.
b. Where the Project described in Attachment C includes the construction of any structure or
building, a Builder's Risk Policy until the Project is completed and accepted in the amount of the
total project cost.
c. Workers Compensation, Employers Liability, and Disability Benefits as required by New York
State. Workers Compensation Policy shall include the U.S. Longshore & Harbor Workers'
Compensation Act endorsement.
d. Comprehensive Automobile Liability Insurance with a limit of not less than $1,000,000 each
accident. Such insurance shall cover liability arising out of any automobile including owned,
leased, hired and non owned automobiles.
e. Commercial Property Insurance covering at a minimum, the perils insured under the ISO Special
Clauses of Loss Form (CP 10 30), or a substitute form providing equivalent coverages, for loss
or damage to any owned, borrowed, leased or rented capital equipment, tools, including tools of
their agents and employees, staging towers and forms, and property of the Department held in
their care, custody and/or control.
f. An Owner's Protective Liability Policy with limits no less than $1,000,000 in the name of the
Contractor.
9. Professional consultants retained by the Contractor in connection with the Project shall show
evidence of professional liability insurance with limits no less than$1,000,000.
D. Contractor Property Interest
Contractor warrants that it has fee simple or such other estate or interest in the site of the Project, where the
Project is undertaken at a site, including easements and/or rights-of-way sufficient to assure undisturbed use
and possession for the purposes of construction and operation for the estimated life of the Project.
Contractor further acknowledges that where such project is undertaken on or involves the use of lands for
active or passive recreational use, it is a material term of this Agreement that such lands shall be available
for such recreational use by the People of the State of New York, Additionally, Contractor shall not limit
access or discriminate on the operation of the facilities against any person on the basis of place of residence,
race, creed, color, national origin, sex, age, disability or marital status.
E. Date/Time Warranty
1. Contractor warrants that product(s) furnished pursuant to this contract shall, when used in
accordance with the product documentation, be able to accurately process date/time data (including,
but not limited to, calculating, comparing, and sequencing) transitions, including leap year
Contract Number: #C1000716
Page 14 of 19,Attachment A-1 —Program Specific Terms and Conditions
calculations. Where a Contractor proposes or an acquisition requires that specific products must
perform as a package or system, this warranty shall apply to the products as a system.
2. Where Contractor is providing ongoing services, including but not limited to: i) consulting,
integration, code or data conversion, ii) maintenance or support services, iii) data entry or
processing, or iv) contract administration services (e.g. billing, invoicing, claim processing),
Contractor warrants that services shall be provided in an accurate and timely manner without
interruption, failure or error due to the inaccuracy of Contractor's business operations in processing
date/time data (including, but not limited to, calculating, comparing, and sequencing) various
date/time transitions, including leap year calculations. Contractor shall be responsible for damages
resulting from any delays, errors or untimely performance resulting there from, including but not
limited to the failure or untimely performance of such services.
3. This Date/Time Warranty shall survive beyond termination or expiration of this Contract through: a)
ninety (90) days or b) the Contractor's or Product manufacturer/developer's stated date/time warranty
term, whichever is longer. Nothing in this warranty statement shall be construed to limit any rights
or remedies otherwise available under this Contract for breach of warranty.
F. Fees
The Contractor may charge a reasonable fee for the use of any facility which is part of the project.
1. Except for the imposition of a differential fee schedule for non-residents of the municipality in
which the project is located, the establishment of any preferential user fee for any person or entity is
prohibited. Fees charged to non-residents shall not exceed twice those charged to residents.
2. Where there is no charge for residents but a fee is charged to non-residents, non-resident fees cannot
exceed fees charged for residents at comparable State or local public facilities.
3. Reservation, membership or annual permit systems available to residents must also be available to
non-residents and the period of availability must be the same for both residents and non-residents.
G. Alienation
Where the project is undertaken on or involves parklands or public waterfront land, the following additional
provisions apply:
1. The Contractor shall not at any time sell or convey any facility or any portion of the project acquired or
developed pursuant to this Agreement or convert such facility or any portion of the project to other than
public park or public waterfront purposes without the express authority of an act of the Legislature,
which shall provide for the substitution of other lands of equal fair market value and reasonably
equivalent usefulness and location to those to be discontinued, sold or disposed of, and such other
requirements as shall be approved by State.
2. The Contractor agrees to own a property interest sufficient to maintain and operate the project in
perpetuity. The Contractor shall not authorize the operation of the project, or any portion thereof, by
any other person, entity, or organization pursuant to any management agreement, lease or other
arrangement without first obtaining the written approval of the State.
Contract Number: #C1000716
Page 15 of 19,Attachment A-1 —Program Specific Terms and Conditions
H. Requirements for Contract GIS Products (1/17/13)
1. GENERAL MAP PRODUCT REQUIREMENTS -- The following general cartographic
requirements must be adhered to by the Contractor:
a. Map Products and Supporting Data -- The Department requires delivery of digital map products,
including all associated GIS and/or CAD digital files. Such materials must meet the
specifications outlined in this GENERAL MAP PRODUCT REQUIREMENTS section and the
ADDITIONAL DIGITAL CARTOGRAPHIC FILE REQUIREMENTS section. Additionally,
finished maps should also be provided in a format suitable for viewing and printing (e.g. PDF).
If analog map products are required by the contract, they must meet specifications outlined in
this GENERAL MAP PRODUCT REQUIREMENTS section and the ADDITIONAL
DIGITAL-READY MAP PRODUCT REQUIREMENTS section.
b. Deliverable Format -- All digital map and attribute table files must be provided in ESRI
Shapefile or Geodatabase file format including all associated metadata on Recordable CD or
DVD, external hard drive, via email attachment (preferably in a WinZIP file) or downloadable
from an ftp site on the Internet. Alternatively, the digital products may be provided as
Arclnfo/GIS coverages or CAD files on the same media types upon approval of the Department.
All other digital formats require prior approval of the Department. Coordination with the
Department prior to submission of digital media is required to ensure compatibility of the
delivered materials.
c. Documentation -- A data dictionary must be included along with the map files describing file
contents and file names, as well as metadata for each file including map projection, horizontal
and vertical datums used, coordinate system, RMS accuracy and log sheet, information sources
and dates, the map maker and date of preparation, and creation methodology. Data provided
under federal funds must be provided in a manner which meets Digital Geospatial Federal
Geographic Data Committee Metadata Standard as executed by Executive Order 12906, April
11,1994, "Coordinating Geographic Data Acquisition and Access: the National Spatial Data
Infrastructure".
d. Map Accuracy -- All deliverable map products must conform to National Map Accuracy
Standards for horizontal and vertical accuracy as established by the United States Bureau of the
Budget, June 10, 1941, revised June 17, 1947. For example, for maps at 1:20,000 or smaller, not
more than 10% of the well-defined map points tested must be more than 1/50 inch (0.508 mm)
out of correct position. At 1:24,000, this tolerance translates toa required horizontal accuracy of
40 feet. If by prior agreement with the Department the map product does not conform to National
Map Accuracy Standards, then a statement of actual map accuracy should be included in the
Documentation above. Furthermore, hydrographic surveys and maps should conform to
recommended accuracy standard proposed in the joint USGS, NOS, Coastal Mapping Handbook,
1978, Melvin Ellis editor, U.S. Government Printing Office, Appendix 6.
e. Datums and Coordinate Systems-- All map products should be referenced to the North American
Horizontal Datum of 1983 (NAD83) and the National Geodetic Vertical Datum of 1988
(NGVD88). Unless otherwise specified in the RFP, UTM Zone 18 shall be used for data at
scales smaller than 1:10,000 and State Plan shall be used for data at 1:10,000 scale and larger.
2. ADDITIONAL DIGITAL CARTOGRAPHIC FILE REQUIREMENTS - The following
cartographic construction requirements must be adhered to by the Contractor:
Contract Number: #C1000716
Page 16 of 19,Attachment A-1 —Program Specific Terms and Conditions
a. Edge-matching -- All map sheets must be both visually and coordinate edge-matched with
adjacent map sheets. No edge-match tolerance will be allowed. Attributes for splitable features
must also be identical.
b. Common Boundaries -- All features that share a common boundary, regardless of map layer,
must have exactly the same coordinate position of that feature in all common layers.
c. Point Duplication --No duplication of points that occur within a data string is permitted.
d. Connectivity -- Where graphic elements visually meet, they must also digitally meet. All
confluences of line and polygon data must be exact; "overshoots", "undershoots", "slivers", or
"offshoots" are NOT permitted.
e. Line Quality -- A high quality cartographic appearance must be achieved. Transitions from
straight lines to curvilinear elements must be smooth, with angular inflections at the point of
intersection. The digital representation must not contain extraneous data at a non visible level.
There should be no jags, hooks, or zero length segments. Any lines that are straight, or should be
straight, should be digitized using only two points that represent the beginning and ending points
of the line.
f. Polygon Closure -- For area features being digitized, the last coordinate pair must be exactly
(mathematically) equal to the first coordinate pair. No line or polygon must cross itself except to
join at an actual confluence. All digitized features across map boundaries must be edited to effect
smooth and continuous lines.
g. Graphic Precision -- Positional coordinates for all digital graphic elements should not be reported
to a level of precision greater than one thousandth (.001) of a foot.
h. Digitizer Accuracy -- The required RMS error for digitizer accuracy must be 0.003 or better
fordigital map registration.
3. DIGITAL-READY MAP PRODUCT REQUIREMENTS -- The following requirements for large
scale, non-digital map products must be followed to facilitate the future conversion of the maps to
digital map products. All large format, non-digital map products must be provided on stable base
material at a scale. The map products must include an index map to all map sheets and thorough
descriptions of all the cartographic elements portrayed on the maps.
a. Base Map Media -- All maps must be created on mylar or other stable base material.
b. Map Scale -- All maps of a similar series should be created using the same base scale. Unless
otherwise stated by the Department, all maps should be compiled at 1:24,000. If other map scales
are approved by the Department, where possible they will conform to standard map scalessuch as
1:9600; 1:50,000; 1:75,000; or 1:100,000.
c. Map Registration -- The maps must provide a minimum of four (4) corner and four (4) interior
ticks tied to USGS/NYSDOT quadrangle Lat/Long or NYTM coordinates. The maps must be
geometrically correct and should register when overlaid on the appropriate USGS/NYSDOT
quadrangle control ticks.
Contract Number: #C1000716
Page 17 of 19,Attachment A-1 —Program Specific Terms and Conditions
d. Map Title and Legend -- The maps must provide a title and legend block describing the
information contained on the maps, and including the Documentation and Datums information
requested in the GENERAL MAP PRODUCT REQUIREMENTS above and the map scale.
e. Cartographic Quality -- The quality of all map line work and symbolization must conform to
items I - 6 in the map criteria set forth in the ADDITIONAL DIGITAL CARTOGRAPHIC
FILE REQUIREMENTS section outlined above.
4. CONTRACT DATABASE STANDARDS
a. Delivery Media -- All database and tabular files must be provided on digital media as specified
above in Deliverable Format.
b. Software Format -- Database and tabular files can be provided in Oracle, Microsoft Excel or
Microsoft Access format. Other formats that are convertible to one of the aforementioned
formats may be used with prior approval of the Department.
c. Geographic Attributes -- Database and tabular files that contain elements with a geographic
reference must provide a corresponding data field and a geographic coordinate pair for each
feature location.
1. Notice of Public Proceedings
The Contractor agrees to provide the Department with prompt and timely written notice at least two weeks
in advance of all public proceedings, including, but not limited to; public meetings or hearings, relating to
the Project.
J. Submission of all correspondence and documentation
1. Unless otherwise stated in Attachment C, the Contractor agrees to provide the Department with the
required products in the following formats. All products and shall include the NYS contract number
as indicated on the Face Page of this Agreement and where applicable, reflect the task number it
relates to in Attachment C.
a. Draft products: two paper copies of each product must be submitted.
b. Final products: two paper copies of each product must be submitted. In addition all final
products (including reports, designs, maps, drawings, and plans) must be submitted as an
electronic copy (in Adobe® Acrobat(t Portable Document Format - PDF), created using 300 dpi
scanning resolution, and be submitted on a labeled CD-R type CD. The CD must be labeled with
the contractor name, contract number, and project title.
c. Pictures and photographs must be dated and captioned with the location and a brief description
of the activity being documented.
2. Contractor agrees to provide the Department with original payment request documentation as
described in Attachment D.
Contract Number: #C1000716
Page 18 of 19,Attachment A-1 —Program Specific Terms and Conditions
L. Environmental Review
1. Contractor agrees to provide the Department, in a timely manner, with all documentation, including
but not limited to, permit applications, environmental assessments, designs, plans, studies,
environmental impact statements, findings, and determinations, relating to the Project.
2. Contractor acknowledges that compliance with the State Environmental Quality Review Act is a
material term and condition of this Agreement. In no event shall any payments be made under this
Agreement until Contractor has provided the Department with appropriate documentation that
Contractor has met any requirements imposed on Contractor by the State Environmental Quality Review
Act.
Contract Number: #C1000716
Page 19 of 19,Attachment A-1 —Program Specific Terms and Conditions
ATTACHMENT B-1 —EXPENDITURE BASED BUDGET
A. Salaries $142,225.00
B. Travel $1,000.00
C. Supplies $975.00
D. Equipment $0.00
E. Contractual Services $184,000.00
F. Other $2,540.00
TOTAL PROJECT COST $330,740.00
Total State Funds $165,370.00
Total Local Share $165,370.00
A. SALARIES ..includin�frin a benefits)
I'll......................................._ .........................._...._......... ........................ .....................................................
............................................................................................................................................................................................................................................_..........
...................
Title Annual Salary Amount Charged to
Project
Town Attorney $171,990.00 $6,426.00
Assistant Town Attorney $151,788.00 $1,334.00
Planning Director $169,806.00 $88,411.00
LWRP Coordinator/Principal Planner $128,492.00 $8,684.00
GIS Coordinator $139,958.00 $3,461.00
Planner $96,460.00 $1,431.00
Clerk Typist $46,212.00 $826.00
Government Liaison Officer $113,942.00 $1,502.00
Assistant Town Planning Director $137,144.00 $30,150.00
SUBTOTAL $142,225.00
B. TRAVEL
................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Trips to Fishers Island for public meetings at $250 each.......................................$1,000.00
SUBTOTAL $1,000.00
C SUPPLIES
1.111......... ........ .......... ........ .. ......... ..................................... ......... ._ ........ ._........ ........ .......... ......... ............. .........
Reproductions, copies easels, easel pads, markers, name tags, and
other public meeting supplies.........................................................................$975.00
SUBTOTAL $975.00
D. EQUIPMENT 11
. 1111 ......... ........ . . ....... ........................................................................................................ .. ......... ........ ......... . ...... ......... ........ .........
SUBTOTAL $0.00
E. CONTRACTUAL SERVICES
..................................................................................................... . ..................................................................................................................__.........._.............................................................................................................................................................................................................................................
Graphic design firm and editor to design and publish final plan............................$70,000.00
Contractor: TBD
Consultant to prepare Generic Environmental Impact Statement..........................$114,000.00
Contractor: TBD
SUBTOTAL $184,000.00
F. OTHER
Publishing fees in local papers to advertise public meetings..........`........................$2,000.00
Transportation Commission volunteers to review and provide input into the
Transportation Chapter...............................................................................$540.00
SUBTOTAL $2,540.00
ATTACHMENT C - WORK PLAN
Contractor: Town of Southold
Contract Number: C 1000716
Program Contact Heather Lanza, Planning Director and Mark Terry, Assistant Town
Person: Planning Director
Phone: 631-765-1938
Fax:
Email: Heather.Lanza@town.southold.ny.us and
Marls.Terryc.,town.southold.ny.us
Comprehensive Plan
1. Project Description
The Town of Southold (Contractor) shall complete the final two chapters - land use and
infrastructure and transportation - of the Southold Prosperity Comprehensive Plan: A Strategic
Plan for Jobs, Housing, Natural Resources, and Heritage. The Town shall also conduct
environmental quality review analysis (SEQR) and once adopted for prioritization, implement
action items from the Comprehensive Plan for implementation. Completion of the
Comprehensive Plan implements the Town's Local Waterfront Revitalization Program (LWRP)
by incorporating long-range planning initiatives into the guiding document for future Town land
use policies. In addition to preparing the three chapters, work shall include updating, editing,
formatting, and graphic design of the entire Comprehensive Plan; and performing environmental
review on the completed Comprehensive Plan.
The land use chapter shall include smart growth principles and the infrastructure and
transportation chapter shall include transit-oriented development (TOD), and infrastructure needs
necessary for a safe environment and vibrant economy. Goals of the project are to identify
hamlet centers for downtown revitalization and growth, limit sprawl, protect the rural character
of the Town, and foster economic development of the Town's established and emerging business
sectors of agriculture, aquaculture, health care, renewable energy, tourism, light industrial, and
maritime trades. There are no project partners. The grant award is $165,370 with a$165,370
local match from the Town's General Fund, primarily in in-kind services from employees.
The Town's completed Comprehensive Plan will advance strategies related to public value,
community livability, economic value, and natural resource protection at the local and regional
level. Previous chapters were completed under the Towns Local Waterfront Redevelopment
Program grants between 2011 and 2014 and include chapters on the economy, housing, natural
hazards, natural resources and environmental protection, human services, land preservation,
community character, parks and recreation, and agriculture. The completed work includes: vision
statements; a cultural resources inventory; partial build-out analysis; wetland inventory and
mapping of Fishers Island; and, a demographic study. The Comprehensive Plan update seeks to
integrate and align with the Town's LWRP, other local plans, and the Long Island Regional
Economic Development Council's goals.
2. Project Attribution and Number of Copies
The Contractor must ensure that all materials printed, constructed, and/or produced acknowledge
the contributions of the Department to the project. The materials must include the Department of
State logo and the following acknowledgment:
"This (document, report, map, etc.) was prepared with funding provided by the New York
State Department of State under Title 11 of the Environmental Protection Fund."
The Contractor shall submit:
• Draft products: two paper copies of each product. In addition, all draft products must be
submitted as an electronic copy in Word or Word Perfect and Adobe Acrobat Portable
Document Format—PDF (created using 300 dpi scanning resolution).
• Final products: two paper copies of each product. In addition, all final products (including
reports, designs, maps, drawings, and plans) must be submitted as an electronic copy in Word
Perfect or Microsoft Word and Adobe®Acrobat® Portable Document Format- PDF
(created using 300 dpi scanning resolution) and be submitted on a labeled CD-R type CD.
The CD must be labeled with the contractor name, the Departments contract number, and
project title.
• Electronic data for all Geographic Information System-based mapping products must be
included in either ArcGIS format, or similar product acceptable to the Department, and
comply with the requirements for Contract GIS Products.
• Electronic data for all designs, drawings, and plans must be submitted in the original
software that they were created (such as CAD format or other similar product acceptable to
the Department) as well as in JPEG or GIF format.
• Pictures and photographs must be dated and captioned with the location and a brief
description of the activity being documented. Electronic data for all pictures and photographs
must be submitted in JPG or GIF format or other similar product acceptable to the
Department.
The contributions of the Department must also be acknowledged in community press releases
and other notices issued for the project, including web site postings and other forms of digital
distribution. Project press releases and other notices shall be submitted to the Department for
review and approval prior to release, to ensure appropriate attribution.
3. Submissions to the Department
The Contractor must submit to the Department all required products, clearly labeled with the
NYS Comptroller's Contract number as indicated on the Face Page of this contract and where
applicable, the related Task number from this Work Plan. All materials shall be submitted to the
Department for review and approval, and shall incorporate the Department's comments into the
final document.
4. Project Components
Task l: Project Scoping Meeting
The Contractor, the Department, project partners, and any other appropriate entities shall
hold an initial meeting to review: the waterfront revitalization component of the
Comprehensive Plan, project scope, project requirements, roles and responsibilities;
consultant roles, State Environmental Quality Review Act (SEQRA) compliance
requirements; the public meetings and techniques for public involvement proposed for the
project; and, any other information which would assist in project completion. In addition, the
composition of a Comprehensive Plan Planning Team shall be discussed at the meeting.
The Contractor, or a designated project partner, shall prepare and distribute to all project
partners a brief meeting summary clearly indicating the agreements/understandings reached
at the meeting. Work on subsequent tasks shall not proceed prior to Department approval of
the proposed approach as outlined in the meeting summary. Information on developing and
refining a waterfront vision is contained in chapters 2 and 5 of the Department's guidebook
"Making the Most of Your Waterfront: Enhancing Waterfronts to Revitalize Communities"
http://www.nyswaterfronts.com/communities guidebook lwrp.asp
Product: Written meeting summary outlining agreements and understandings reached at the
scoping meeting submitted to the Department for review and approval.
Task 2: Comprehensive Plan Team
The Contractor shall establish a Comprehensive Plan Team to oversee all aspects of the
waterfront revitalization component of the Comprehensive Plan in cooperation with
municipal officials and the project consultant(s), if applicable. The Team shall be
representative of project stakeholders including representatives of State, county, and
municipal agencies with jurisdiction over project activities or the project area and non-
governmental and community based organizations. At a minimum, the Team shall
participate in and be responsible for product review, development of best management
practices, and any amendments to Town laws and regulations, public outreach, and
implementation oversight. A draft list of proposed members shall be submitted to the
Department for review and approval prior to establishment of the Team.
Product: Draft and final list of proposed members of Comprehensive Plan Team members
submitted to the Department for review and approval.
Task 3: Comprehensive Plan Request for Proposals
The Contractor shall draft a Request for Proposals (RFP) including a complete project
description with site conditions, expected final results, a schedule for completion, and criteria
for selecting a preferred proposal. The Contractor shall submit the RFP to the Department
for review and approval prior to release for solicitation of proposals.
Product: Approved RFP released through advertisement in local papers, the New York
State Contract Reporter, and other appropriate means.
Task 4: Consultant Selection
In consultation with the Department, the Contractor and an appropriate review committee
shall review all proposals received as a result of the RFP. At a minimum, the following
criteria are suggested for use in evaluating consultant responses:
• Quality and completeness of the response;
• Understanding of the proposed scope of work;
• Applicability of proposed alternatives or enhancements to information requested;
• Cost-effectiveness of the proposal;
• Qualifications and relevant experience with respect to the tasks to be performed;
• Reputation among previous clients; and,
• Ability to complete all project tasks within the allotted time and budget.
Incomplete proposals that do not address all of the requested components shall not be
accepted for review and consideration.
For preparation/certification of final designs and construction documents, and for supervision
of construction, a licensed professional engineer, architect, or landscape architect licensed to
practice in New York State is required.
The Contractor's consultant selection and procurement record is subject to approval by the
Department.
Product: Written justification for consultant(s) selection for Department approval.
Task 5: Compliance with Procurement Requirements
The Contractor shall have the municipal attorney, chief legal officer or financial
administrator of the municipality shall certify in writing to the Department that applicable
provisions of General Municipal Law were fully complied with.
Product: Written certification of procurement compliance documents submitted to the
Department.
Task 6: Subcontract(s) Preparation and Execution
The Contractor shall submit to the Department a subcontract or subcontracts to conduct
project work with the consultant(s) selected. The subcontract(s) shall contain a detailed work
plan with adequate opportunity for review at appropriate stages of project completion, a
payment schedule (payments should be tied to receipt of products), and a project cost. The
subcontract(s) shall specify the composition of the entire consultant team, including firm
name and area of responsibility/expertise, and those professionals from the consultant team
or consulting firm that will be directly involved in specific project tasks. The Contractor
shall submit the subcontract(s) to the Department for review and approval, and shall
incorporate the Department's comments in a subcontract(s) amendment. A copy of the final,
executed subcontract shall be submitted to the Department.
Products: Draft and final executed consultant subcontract(s) submitted to the Department
for review and approval.
Task 7: Second Project Scoping Meeting
The Contractor shall hold a second project meeting, that includes the consultant(s) and other
project partners as appropriate, to: review the waterfront revitalization component of the
Comprehensive Plan, the work program, project requirements, site conditions, and roles and
responsibilities; identify new information needs; establish a project schedule, communication
plan, list of issues, and next steps; and, transfer any information to the consultant(s)that
would assist in completion of the project. Participants shall review the project preparation
process, public participation plan, compliance with SEQRA, and identify a SEQRA lead
agency and involved agencies'
The consultant(s) shall prepare and distribute a brief meeting summary clearly indicating the
agreements/understandings reached at the meeting. Work on subsequent tasks shall not
proceed prior to Department approval of the proposed approach as outlined in the meeting
summary.
Product: Written meeting summary outlining agreements/understandings reached
submitted to the Department for review and approval.
Task 8: Preparation and Implementation of a Public Participation/Outreach Plan
The Contractor, the Comprehensive Plan Team, the consultant(s), and other partners as
appropriate shall prepare a method and process to encourage community participation in the
waterfront planning process. At a minimum, the process shall include at least two (2) public
workshop type meetings to be conducted as part of the waterfront planning and consensus-
building process. The Public Participation Plan shall identify key individuals, organizations,
and entities to be involved and shall identify the visioning and waterfront planning process
and the roles and responsibilities in coordinating the entire outreach process, logistics, and
the proposed schedule and format of public meetings. Public outreach shall incorporate but
not be limited to informal community meetings, steering committee meetings, stakeholder
meetings, on-line survey, and other means of outreach as appropriate.
The public workshops shall be conducted at times and locations identified through the project
scoping meetings and Public Participation Plan. The community workshops will be used to:
• Present a preliminary inventory and analysis of existing conditions;
• Present a summary of completed and/or on-going waterfront planning projects and
waterfront and community revitalization initiatives;
• Help participants reveal the ways in which they use and value the waterfront;
• Identify important issues and opportunities;
• Discuss goals for land and water uses;
• Establish a working consensus on a vision for waterfront revitalization;
Explore alternative scenarios for community development and conservation;
• Identify projects and actions to implement the community vision;
• Establish short- and long-term priorities;
• Identify potential obstacles to waterfront and community revitalization efforts;
• Develop strategies for continuing public participation in the implementation process;
• Identify potential marketing activities;
• Provide case studies and information obtained of waterfront development efforts in other
communities; and,
• Consider alternative future choices.
Potential meeting dates shall be discussed with the Department and the Contractor shall
notify the Department at least two weeks prior to any meetings or workshops.
Public participation techniques may include, but not limited to, the following:
• Community visioning in which participants share their views on the future state of the
community and create a shared community vision that will shape the goals and
implementation recommendations of the Comprehensive Plan;
• Charrettes; and,
• Strengths, Weaknesses, Opportunities, Threats (SWOT) workshop (in which the
participants share options on the strengths, weaknesses, opportunities and threats
presented by the community's existing conditions.
Public workshops may be supplemented by the following techniques:
• Community surveys to broaden the level of community participation in the planning
process and assist in the establishment of community values, preferences, and policy;
and,
• Stakeholder interviews and/or focus group meetings to gather additional information on
selected topics and to solicit input from targeted interest groups.
All public meetings shall be publicized in the community through press releases,
announcements, individual mailings, and any other appropriate means. A summary of each
public outreach session shall be made available in written form and through other appropriate
means, such as websites.
Products: Draft and final Public Participation Plan, draft and final workshop activities and
materials, and written reports of the workshop activities and findings submitted to
the Department for review and approval.
Task 9: Development of the Land Use Chapter
Based on the review of existing planning documents, meetings with community leaders, and
appropriate additional research and analysis, the Contractor shall develop the Land Use
Chapter of the Comprehensive Plan including an inventory and analysis of existing
conditions, narrative, maps, and relevant data. The inventory shall be used to assist in the
identification of issues and opportunities including sea level rise and coastal resilience. Land
use patterns shall be analyzed based on infrastructure needs, environmental issues,
economics, public needs, cultural issues, smart growth principles, sea level rise, and coastal
resilience, etc. in order to assess an appropriate balance between community character and
development patterns and how this relates to a healthy local economy. The assessment will
extend to regional patterns as well as a more detailed look at how the Town interrelates with
surrounding communities. Based on this analysis, opportunities (collaboration, ways to
capitalize on other's assets, etc.) as well as constraints/threats (conflict points, different
visions, etc.) shall be identified. There shall be a general assessment of issues that may exist
with the current land use regulations and zoning, such as community character issues,
architectural and design qualities, bulk regulations (setbacks, lot size, etc.) land use conflicts,
environmental protection, sea level rise, coastal resilience, and any other issues the research
may uncover. Also included are public input meetings (see public participation/outreach plan
for details).
Products: Draft and final Land Use Chapter including written narratives, maps and relevant
data and information submitted to the Department for review and approval.
Task 10: Development of the Infrastructure and Transportation Chapter
Based on the review of existing planning documents, meetings with community leaders, and
appropriate additional research and analysis the Contractor shall develop the Infrastructure
and Transportation Chapter of the Comprehensive Plan including an inventory and analysis
of existing conditions, narrative, maps, and relevant data. The inventory shall be used to
assist in the identification of issues and opportunities. Infrastructure needs in regards to
natural gas, utilities, and drinking water shall be analyzed based on land use, environmental
issues, economics, public needs, cultural issues, smart growth principles, etc. in order to
assess an appropriate balance between community character and infrastructure development
patterns and how this relates to a healthy local economy. Transportation needs shall focus
on alternative transportation modes such as pedestrian access, walkability, bicycle access,
complete streets, and transit oriented development. The adoption of transit oriented
development principles shall be considered.
The assessments will extend to regional patterns as well as a more detailed look at how the
Town interrelates with surrounding communities. Based on the analysis, opportunities
(collaboration, ways to capitalize on other's assets, etc.) as well as constraints/threats
(conflict points, different visions, etc.) shall be identified. There shall be a general
assessment of issues that may exist with the current infrastructure and transportation systems,
need for new infrastructure and transportation options, and how current and future
infrastructure and transportation options influence development patterns. Also included are
public input meetings (see public participation/outreach plan for details).
Products: Draft and final Infrastructure and Transportation Chapter of the Comprehensive
Plan including written narratives, maps, and relevant data and information
submitted to the Department for review and approval.
Task 11: Update, edit, and format the Complete Draft Comprehensive Plan
The Contractor and its consultant(s) shall update and edit the entire draft Comprehensive
Plan based upon the previously developed and vetted outline. The document shall include a
culmination of findings from existing plans, studies, and inventories and will also include the
build-out analysis based upon current zoning. The draft Comprehensive Plan shall include
written narrative, maps, and other relevant data as appropriate; it shall also describe the long-
term planning goals and implementation projects identified during earlier planning processes.
A graphic design firm and editor will format, design, and publish an easy-to-read document
that residents, elected officials, staff, and other interested parties will find easy to reference
for key messages and recommendations. The draft Comprehensive Plan shall be submitted to
the Department for review and approval.
Product: Draft Comprehensive Plan.
Task 12: State Environmental Quality Review
The Contractor and its consultant(s) shall prepare all documents necessary to comply with
the State Environmental Quality Review Act (SEQRA) including the preparation of a
Generic Environmental Impact Statement to support a SEQRA determination by the Town
Board for the action of adopting the Comprehensive Plan. Copies of all draft and final
SEQRA documents shall be provided to the Department.
Products: SEQRA documents and a Generic Environmental Impact Statement.
Task 13: Input Meetings on Draft Comprehensive Plan Chapters
Following completion of the draft Comprehensive Plan SEQRA documentation, the
Contractor and its consultant(s) shall conduct input meetings on each chapter of the draft
Comprehensive Plan (economy, housing, natural hazards, natural resources and
environmental protection, human services, land preservation, community character, parks
and recreation, agriculture, land use, transportation, and infrastructure) to solicit public input,
including videoconferencing with residents on Fishers Island. In addition, the participants
will identify and discuss strategies for continuing public participation in the implementation
process and discuss next steps.
Product: Community meeting held. Written summary of the community meetings.
Task 14: County Planning Board Review
The Contractor shall submit the draft comprehensive plan to the Suffolk County Planning
Board for review and recommendations pursuant to Section 239-m of the New York State
General Municipal Law.
Products: Recommendations received from the County Planning Board on the draft
Comprehensive Plan shall be forwarded to the Department.
Task 15: Final Comprehensive Plan
The Contractor and its consultant(s) shall prepare the Final Comprehensive Plan reflecting
the ideas and views expressed at the second community meeting and the County's
recommendations. The Final Comprehensive Plan shall be submitted to the Department for
review and approval. The Final Comprehensive Plan shall reflect any Department revisions
requested to the satisfaction of the Department prior to finalization, publication, and
distribution.
Product: Final Comprehensive Plan.
Task 16: Public Hearing(s) and Town Board Adoption
The Town Board shall conduct public hearings prior to adopting the updated Comprehensive
Plan (these hearings happen concurrently with SEQRA hearing). The public information
meetings shall be publicized in the community through press releases, announcements,
individual mailings, and any other appropriate means. Potential meeting dates shall be
discussed with the Department and notification of the meeting to the Department shall occur
at least two weeks prior.
Products: Minutes from the public hearing and record of decision.
Task 17: Prioritization of the Goals in the Comprehensive Plan for Implementation
The Contractor and its consultant(s) shall prioritize the goals of the Comprehensive Plan for
implementation and identify potential funding sources for projects.
Product: Prioritization table or similar.
Task 18: Project Status Reports
The Contractor or its consultant(s) shall submit project status reports semi-annually (every June
30 and December 31) on forms provided including a description of the work accomplished, the
status of all tasks in this work plan, schedule of completion of remaining tasks, and an
explanation of any problems encountered.
Products: Completed project status reports submitted to the Department during the life of
the contract.
Task 19: Final Project Summary Report and Measurable Results Forms
The Contractor or its consultant(s) shall work with the Department project manager to
complete the Final Project Summary Report and Measurable Results forms. Final payment
shall not be authorized until these forms have been completed and filed with project
deliverables.
Products: Completed Final Project Summary Report and Measurable Results forms
submitted to the Department.
5. Project Management Responsibilities
The Contractor shall administer the grant, execute a contract with the Department, and ensure the
completion of work in accordance with the approved Work Plan. Unless otherwise specified in
the Project Description or under Project Components, the Contractor and/or its approved
consultant(s) or subcontractor(s) shall conduct all work as described in the component tasks.
The Contractor:
• will be responsible for conducting all project work in conformance with the Work Plan
included in the executed contract with the Department.
• will be responsible for all project activities including drafting request for proposals and
managing subcontracts with consultants and subconsultants.
• will certify to the Department that the procurement record for project consultants and
subcontractors complies with the applicable provisions of General Municipal Law.
• will receive approval from the Department for any and all consultant subcontracts before
beginning project work.
• will be responsible for submission of all products and payment requests.
• will be responsible for coordinating participation and soliciting comments from local
government personnel, project volunteers, and the public.
• will keep the Department informed of all important meetings for the duration of this contract.
• will receive approval from the Department before purchase of any equipment.
• will secure all necessary permits and perform all required environmental reviews.
• will ensure that all materials printed, constructed, and/or produced acknowledge the
contributions of the Department to the project.
• will ensure that all products prepared as a part of this contract shall include the NYS
Comptroller's contract number as indicated on the Face Page of this contract.
• will ensure the project objectives are being achieved.
• will ensure that comments received from the Department and the Project Steering
Committee, or other advisory group, are satisfactorily responded to and reflected in
subsequent work.
• will recognize that payments made to consultants or subcontractors covering work carried out
or products produced prior to receiving approval from the Department will not be reimbursed
unless and until the Department finds the work or products to be acceptable.
The Department:
• will review and approve or disapprove of subcontracts between the Contractor and
consultant(s) and any other subcontractor(s).
• will participate in project kick-off meeting and attend meetings that are important to the
proj ect.
• will review all draft and final products and provide comments as necessary to meet the
objectives.
• must approve or disapprove any and all design, site plan, and preconstruction documents.
Department approval must be obtained before construction may begin.
ATTACHMENT D
PAYMENT AND REPORTING SCHEDULE
I. PAYMENT PROVISIONS
In full consideration of contract services to be performed the State Agency agrees to pay and the
contractor agrees to accept a sum not to exceed the amount noted on the face page hereof. All payments
shall be in accordance with the budget contained in the applicable Attachment B form (Budget), which is
attached hereto.
A. Advance Payment and Recoupment Language (if applicable):
1. The State agency will make an advance payment to the Contractor, during the initial period, in the
amount of $0 percent (0%) the budget as set forth in the most recently approved
applicable Attachment B form (Budget).
2. Recoupment of any advance payment(s) shall be recovered by crediting (_%) of subsequent
claims and such claims will be reduced until the advance is fully recovered within the contract
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:
B. Interim and/or Final Claims for Reimbursement
Claiming Schedule (select applicable frequency):
ID Quarterly Reimbursement
Due date 3/31,6/30, 9/30, 12/31
❑ Monthly Reimbursement
Due date
❑ Biannual Reimbursement
Due date
❑ Fee for Service Reimbursement
Due date
Contract Number: #C 1000716
Page 1 of 4,Attachment D—Payment and Reporting Schedule
❑ Rate Based Reimbursement
Due date
❑ Fifth Quarter Reimbursement
Due date
❑ Milestone/Performance Reimbursement
Due date/Frequency
❑ Scheduled Reimbursement
Due date/Frequency
II. REPORTING PROVISIONS
A. Expenditure-Based Reports (select the applicable report type):
❑ Narrative/Qualitative Report
The Contractor will submit, on a quarterly basis, not later than days from the end of
the quarter, the report described in Section III(G)(2)(a)(i) of the Master Contract.
❑ Statistical/Quantitative Report
The Contractor will submit, on a quarterly basis, not later than days from the end of the
quarter, the report described in Section III(G)(2)(a)(ii) of the Master Contract.
P1 Expenditure Report
The Contractor will submit, on a quarterly basis, not later than 30 days after the end date
for which reimbursement is being claimed, the report described in Section III(G)(2)(a)(iii) of
the Master Contract.
0 Final Report
The Contractor will submit the final report as described in Section III(G)(2)(a)(iv) of the
Master Contract, no later than 60 days after the end of the contract period.
❑ Consolidated Fiscal Report (CFR)'
The Contractor will submit the CFR on an annual basis, in accordance with the time frames
designated in the CFR manual. For New York City contractors, the due date shall be May 1
of each year; for Upstate and Long Island contractors, the due date shall be November 1 of
each year.
1 The Consolidated Fiscal Reporting System is a standardized electronic reporting method accepted by Office of Alcoholism&Substance Services,
Office of Mental I lealth,Office of Persons with Developmental Disabilities and the State Education Department,consisting of schedules which,in
different combinations,capture financial information for budgets,quarterly and/or mid-year claims, an annual cost report,and a final claim. The
CFR,which must be submitted annually, is both a year-end cost report and a year-end claiming document.
Contract Number: #C 1000716
Page 2 of 4,Attachment D—Payment and Reporting Schedule
B. Progress-Based Reports
1. Progress Reports
The Contractor shall provide the report described in Section III(G)(2)(b)(i) of the Master
Contract in accordance with the forms and in the format provided by the State Agency,
summarizing the work performed during the contract period (see Table 1 below for the annual
schedule).
2. Final Progress Re ort
Final scheduled payment will not be due until 60 days after completion of agency's audit of
the final expenditures report/documentation showing total grant expenses submitted by vendor
with its final invoice. Deadline for submission of the final report is at project completion . The
agency shall complete its audit and notify vendor of the results no later than 60 days later . The
Contractor shall submit the report not later than 60 days from the end of the contract.
C. Other Reports
The Contractor shall provide reports in accordance with the form, content and schedule as set
forth in Table 1.
Contract Number: #C 1000716
Page 3 of 4, Attachment D—Payment and Reporting Schedule
TABLE I—REPORTING SCHEDULE
PROGRESS REPORT PERIOD COVERED DUE DATE
Progress Report Start of contract through 6/30*
(Project Status Form) current date 12/31
*Due every year during the
contract period, as amended.
Contract Number: #C1000716
Page 4 of 4, Attachment D—Payment and Reporting Schedule