HomeMy WebLinkAboutAirport Pavement Management System Project ' d
I R
14 L
Office of the Town Attorney
Town of Southold
Town Hall Annex, 54375 Route 25
P.O. Box 1179
Southold, New York 11971-0959
Telephone : 631-765-1939
Facsimile: 631-765-6639 RECEIVED
Nov 2 1 2017
Southold Town Clerk
MEMORANDUM
To: Ms. Elizabeth A. Neville, Town Clerk
From: Mary Silleck
Secretary to the Town Attorney
Date: November 21, 2017
Subject: Lump Sum Agreement for Design of the Airport Pavement
Management System Project at Elizabeth Field Airport
With respect to the above-referenced matter, I am enclosing the original, fully
executed Agreement for your records together with the resolution.
If you have any questions regarding the enclosed, please do not hesitate to call
me. Thank you.
/ms
Enclosures
cc: Kristie Hansen-Hightower, Comptroller
FISHERS ISLAND FERRY DISTRICT
October 16,2017
Airport—APMS
RESOLUTION 2017- 193
WHEREAS the FAA, on August 17, 2017, approved a grant(FAA AIP No. 3-36-0029-020-2017, NYSDOT
No. 0913.19) for the Airport Pavement Management System (APMS) design project in the amount of
$70,000; and
WHEREAS, C&S Engineers, Inc. has submitted a proposal in the form of a Lump Sum Agreement
(Agreement)to complete this project in an amount not to exceed $70,000 and with an expected
completion on or before September 30, 2018; and
WHEREAS,the FIFD has agreed to serve as Sponsor Representative for the APMS.
Now,therefore, be it RESOLVED that the BOC of the FIFD accepts the proposal of C&S Engineers, Inc.
and authorizes District Manager, Geb Cook to execute the Agreement on behalf of the FIFD as Sponsor
Representative subject to approval of the Town Board of the Town of Southold.
Moved by: Commissioner W. Bloethe
Seconded by: Commissioner P. Rugg
Ayes: W. Bloethe, H. Burnham, P. Rugg and D.Shillo
Nays: None
Southold Town Board - Letter Board Meeting of October 24, 2017
IosFF�� RESOL UT IO�T 2017-887 Item # 5.21
0",�a
R y ADOPTED DOC ID. 13467
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2017-887 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUT14OLD TOWN BOARD ON
OCTOBER 24, 2017:
RESOLVED that the Town Board of the Town of Southold hereby ratifies and approves the
resolution of the Fishers Island Ferry District Board of Commissioners dated October 16. 2017 in
regard to a Lump Sum Agreement with C & S engineers, Inc..
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Louisa P. Evans, Justice
SECONDER:Robert Ghosio, Councilman
AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell
Generated October 27, 2017 Page 35
S
LUMP SUM
CONSULTANT AGREEMENT
FOR
DESIGN
OF THE
AIRPORT PAVEMENT MANAGEMENT SYSTEM PROJECT
AT
ELIZABETH FIELD AIRPORT
FISHERS ISLAND
TOWN OF SOUTHOLD
SUFFOLK COUNTY, NEW YORK
FAA AIP NO. 3-36-0029-020-2017
NYSDOT NO. 0913.19
OF SOUTyolo
�ycOUMY,Nc�
TABLE OF CONTENTS
ARTICLES PAGE
ARTICLE 1-DESCRIPTION OF SERVICES TO BE PERFORMED.......................................................................1
ARTICLE 2-PROVISION FOR PAYMENT-TIME FOR PERFORMANCE...........................................................1
ARTICLE 3-STANDARD OF CARE,STANDARD PRACTICES,AND REQUIREMENTS.......................................2
ARTICLE 4-ENTIRE AGREEMENT................................................................................................................2
ARTICLE 5-TAXES,ROYALTIES,AND EXPENSES........................................................................................2
ARTICLE 6-CONSULTANT LIABILITY..........................................................................................................3
ARTICLE 7-LABOR LAW REQUIREMENTS...................................................................................................3
ARTICLE 8-NONDISCRIMINATION PROVISIONS ..........................................................................................3
ARTICLE 9-WORKER'S COMPENSATION AND LIABILITY INSURANCE........................................................4
ARTICLE 10-ASSIGNMENT REQUIREMENTS ...............................................................................................5
ARTICLE 11-ADDITIONAL SERVICES..........................................................................................................5
ARTICLE 12-ABANDONMENT OR AMENDMENT OF PROJECT AND TERMINATION......................................5
ARTICLE 13-SUSPENSION OF SERVICES......................................................................................................7
ARTICLE 14-INTERCHANGE OF DATA.........................................................................................................7
ARTICLE 15-DISPOSITION OF PROJECT DOCUMENTS.................................................................................7
ARTICLE 16-CODE OF ETHICS ....................................................................................................................7
ARTICLE 17-INDEPENDENT CONTRACTOR.................................................................................................7
ARTICLE 18-PATENT RIGHTS AND COPYRIGHTS........................................................................................8
ARTICLE 19-NEW YORK STATE PARTICIPATION........................................................................................8
ARTICLE 20-FEDERAL PARTICIPATION.......................................................................................................8
ARTICLE 21-MISCELLANEOUS....................................................................................................................8
ARTICLE 22-SUBCONSULTANTS/SUBCONTRACTORS AND VENDORS.........................................................9
ARTICLE23-FORCE MAJEURE..................................................................................................................9
ARTICLE 24-DISPUTE RESOLUTION..........................................................................................................9
SCHEDULE A—SCOPE OF SERVICES.....................................................................................A-1 to A-3
SCHEDULE B—COST SUMMARY AND FEE SCHEDULE....................................................B-1 to B-2
SCHEDULE C—AGREED OVERHEAD...............................................................................................C-1
SCHEDULED—[INTENTIONALLY OMITTED]................................................................................D-1
SCHEDULE E—RESOLUTION ............................................................................................................. E-1
SCHEDULE F—[INTENTIONALLY OMITTED] ..................................................................................F-1
SCHEDULE G—CERTIFICATION OF CONSULTANT ......................................................................G-1
SCHEDULE H—AIRPORT AID PROGRAM........................................................................................H-1
SCHEDULE I—NEW YORK STATE DOT REQUIREMENTS....................................................I-1 to I-3
F\Project\211-TOWN OF SOUTHOLD\2110I6001-APMS\Agreements\Final Agreement Design-LS doe 09/04
LUMP SUM CONSULTANT AGREEMENT
FOR
DESIGN
PROJECT: Airport Pavement Management System
Elizabeth Field Airport
This Agreement, made effective this day of , 2017, is by and between the
Town of Southold,New York, municipal corporation having an address at P.O. Box 1179, Southold,New
York, 11971 (hereinafter referred to as the "SPONSOR"), and C&S Engineers, Inc., a New York business
corporation having its principal offices at 499 Col. Eileen Collins Boulevard, Syracuse, New York 13212
(hereinafter referred to as the"CONSULTANT").
The Fishers Island Ferry District,having and address at P.O.Box H,Town of Southold,New York,shall act
on behalf of The Town of Southold as the SPONSOR'S representative for this Agreement.
WITNESSETH:That the SPONSOR and the CONSULTANT,for and in consideration of the mutual obligations set
forth herein and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, agree as follows:
ARTICLE 1—DESCRIPTION OF SERVICES TO BE PERFORMED
The SPONSOR hereby retains the CONSULTANT because of its ability and reputation, and the CONSULTANT
accepts such retention,to perform for the SPONSOR the services of the Project more particularly described in
Schedule(s) "A", which is attached hereto and made a part hereof(the "Basic Services"). The SPONSOR's
resolution or other authorization for retaining the CONSULTANT is attached hereto and made a part hereof as
Schedule"E". The SPONSOR has completed or will complete a"Certification for Selection of Consultant"in
connection with the execution of this Agreement,a copy of which is attached hereto and made a part hereof as
Schedule"D".
ARTICLE 2—PROVISION FOR PAYMENT—TIME FOR PERFORMANCE
The SPONSOR shall pay to the CONSULTANT,and the CONSULTANT shall accept,as full compensation for the
performance by the CONSULTANT of the Basic Services a lump sum fee of$70,000.00 which covers salaries
of employees assigned to the Project,all indirect costs,all direct expenses,and profit. The maximum fee under
this Agreement cannot be exceeded for any reason,unless Additional Services are authorized and performed in
accordance with the provisions of Article I I of this Agreement. The method of computation of the
CONSULTANT's lump sum fee is prescribed in Schedule(s) `B", which is attached hereto and made a part
hereof.
Partial payments of the lump sum fee shall be made monthly on account. The portion of the fee billed for the
CONSULTANT's Basic Services will be based upon the CONSULTANT's estimate of the proportion of the total
Basic Services actually completed and expenses actually incurred at the time of billing.Payment of the final
invoice will be made upon the substantial completion of the Basic Services covered by the lump sum fee.
1
F\Project\211-TOWN OF SOUTHOLD\211016001-APMS\Agreements\F1md Agreement Design-LS doe 09/04
( 1t
If the SPONSOR fails to make any payment due the CONSULTANT for services and expenses within forty-five
(45)days after receipt of the CONSULTANT'S invoice therefor,then the amounts due the CONSULTANT shall be
increased at the rate of 1.5% per month from said forty-fifth (45th) day. Payments will be credited first to
principal and then to interest. Additionally,the CONSULTANT may,after giving seven(7)days' notice to the
SPONSOR, suspend services under this Agreement until the invoice is paid. Upon payment in full by the
SPONSOR,the CONSULTANT shall resume performance or furnishing of services under this Agreement,and the
time schedule and compensation set forth in Schedule(s)`B"hereto shall be equitably adjusted to compensate
for the period of suspension.
Execution of this Agreement by the SPONSOR and the CONSULTANT constitutes the SPONSOR's written
authorization to the CONSULTANT to proceed as of the above-written date with the performance of Basic
Services as set forth in Schedule(s)"A". The time for completion of the Basic Services under this Agreement,
subject to the provisions of Articles 12, 13, and 23 hereof, shall be as recorded in Schedule(s)"A".
ARTICLE 3—STANDARD OF CARE,STANDARD PRACTICES,AND REQUIREMENTS
The standard of care for all engineering and related services performed or furnished by the CONSULTANT under
this Agreement shall be the care and skill ordinarily used by members of the CONSULTANT'S profession
practicing under similar conditions at the same time and in the same locality.Before beginning to perform or
furnish any service hereunder, the CONSULTANT shall ascertain the standard practices of the SPONSOR,the
New York State Department of Transportation(the"NYSDOT"),and the Federal Aviation Administration(the
"FAA"),if any,for projects of a type similar to this Project.Where the CONSULTANT deems it practicable to do
so,the services to be provided or furnished under this Agreement shall be performed in accordance with these
standard practices as long as they are consistent with the standard of care.If any of these standard practices are
inconsistent with the CONSULTANT'S standard of care or are in conflict with one another,or if strict adherence
to the same is impossible or undesirable, then the CONSULTANT'S services may vary or deviate from such
standards.
ARTICLE 4—ENTIRE AGREEMENT
This Agreement,with its accompanying Schedule or Schedules,constitutes the entire agreement between the
SPONSOR and the CONSULTANT with respect to its subject matter,and supersedes any prior agreement,whether
written or verbal,with respect to that subject matter. This Agreement may be amended or modified only by
written instrument signed by the SPONSOR and the CONSULTANT.
ARTICLE 5—TAXES,ROYALTIES,AND EXPENSES
The CONSULTANT shall pay all taxes,royalties,and expenses incurred by the CONSULTANT in connection with
performing its services under this Agreement,unless otherwise provided in Article 2.
2
F\Project\211-TOWN OF SOUTHOLD\211016001-APMS\Agreements\Final Agreement Design-LS doc 09/04
[ P
ARTICLE 6—CONSULTANT LIABILITY
To the fullest extent permitted by law, the CONSULTANT shall indemnify the SPONSOR against, and hold it
harmless from, any suit, action, actual damage, and cost resulting solely from the negligent performance of
services or omission of the CONSULTANT under this Agreement,up to the limits of any available insurance.
Negligent performance of services,within the meaning of this Article,shall include,in addition to negligence
founded upon tort, negligence based upon the CONSULTANT's failure to meet professional standards and
resulting in obvious or patent errors in the services performed hereunder.
Nothing in this Article or in this Agreement shall create or give to third parties any claim or right of action
against the CONSULTANT or the SPONSOR beyond such as may legally exist irrespective of this Article or this
Agreement.
Notwithstanding any other provision of this Agreement,and to the fullest extent permitted by law,neither the
SPONSOR nor the CONSULTANT, their respective officers, directors, partners, employees, contractors or
subconsultants shall be liable to the other or shall make any claim for any incidental,indirect or consequential
damages arising out of or connected in any way to the Project or to this Agreement. This mutual waiver of
consequential damages shall include,but is not limited to,loss of use,loss of profit,loss of business, loss of
income,loss of reputation and any other consequential damages that either party may have incurred from any
cause of action including negligence,strict liability,breach of contract and breach of strict or implied warranty.
Both the SPONSOR and the CONSULTANT shall require similar waivers of consequential damages protecting all
the entities or persons named herein in all contracts and subcontracts with others involved in this project.
The provisions of this Article 6 shall survive termination or expiration of this Agreement.
ARTICLE 7—LABOR LAw REQUIREMENTS
The CONSULTANT,and any subconsultant or subcontractor retained by it in connection with the performance or
furnishing of services under this Agreement, shall comply with the requirements of state or federal statutes,
regulations,or orders applicable to the employment of employees,as set forth in Schedules"H"and"I",which
are attached hereto and made a part hereof.
The SPONSOR recognizes that the CONSULTANT will be required by the New York State Department of Labor
(the "NYSDOL") to compensate its personnel performing field survey work in accordance with applicable
state wage rates in effect at the same time services are performed. The SPONSOR understands that the
CONSULTANT has no control over these labor rates and their periodic increases.Therefore,the SPONSOR agrees
to compensate the CONSULTANT for field survey services included as a part of this Agreement in accordance
with the NYSDOL Prevailing Rate Schedule, which is incorporated by reference into this Agreement.
Furthermore, the SPONSOR shall compensate the CONSULTANT for all increases in labor costs, including
applicable overhead and profit, when those increases occur by direction of the NYSDOL. Billings for, and
payments by the SPONSOR of,these increases will take place routinely in accordance with the appropriate terms
of this Agreement and these increases will be paid as an additional cost over and above the agreed amount.
ARTICLE 8—NONDISCRIMINATION PROVISIONS
During the performance of its services under this Agreement, the CONSULTANT, and any subconsultant,
subcontractor, or vendor retained by it, shall comply with the nondiscrimination requirements set forth in
Schedules"H"and"I"hereto, as applicable to this Project.
The CONSULTANT will include the provisions of Schedules "H" and"I" in every subconsultant agreement,
3
F\Project\211-TOWN OF SOUTHOLD\211016001-APMS\Agreements\Fm 1 Agreement Design-LS doe 09/04
s
subcontract,or purchase order in such a manner that such provisions will be binding upon each subconsultant,
subcontractor,or vendor as to operations to be performed within the State ofNew York.The CONSULTANT will
take such action in enforcing such provisions of such subconsultant agreement,subcontract,or purchase order
as the SPONSOR may direct,including sanctions or remedies for non-compliance.If the CONSULTANT becomes
involved in or is threatened with litigation by a subconsultant, subcontractor, or vendor as a result of such
direction by the SPONSOR,the CONSULTANT shall promptly so notify the SPONSOR's legal counsel,requesting
such counsel to intervene and protect the interests of the SPONSOR.
ARTICLE 9—WORKER'S COMPENSATION AND LIABILITY INSURANCE
The CONSULTANT agrees to procure and maintain at its own expense, and without direct expense to the
SPONSOR,until final acceptance by the SPONSOR of the services covered by this Agreement,insurance of the
kinds and in the amounts hereafter provided,written by insurance companies authorized to do business in the
State of New York. Before commencing the performance of services hereunder,the CONSULTANT shall furnish
the SPONSOR a certificate or certificates, in form satisfactory to the SPONSOR, showing that it has complied
with this Article.All policies shall provide for a 30-day notice of policy cancellation to the SPONSOR(except
10 days' notice should be provided for cancellation due to non-payment of premiums).
The kinds and amounts of insurance required are as follows:
A. Policy or policies covering the obligations of the CONSULTANT in accordance with the provisions of
any applicable worker's compensation or disability benefits law,including for the State of New York
Chapter 41,Laws of 1914,as amended,known as the Workers'Compensation Law,and amendments
thereto,and Chapter 600 of the Laws of 1949,as amended,known as the Disability Benefits Law,and
this Agreement shall be void and of no effect unless the CONSULTANT procures such policy or policies
and maintains the same in force during the term of this Agreement.
B. Policy or policies of commercial general liability insurance,with broad form endorsement covering,
among other things,the CONSULTANT's obligation under Article 6 hereof,with limits of liability of
not less than One Million Dollars($1,000,000)for all damages arising out of bodily injury,including
death at any time resulting therefrom sustained by one(1)person in any one(1)accident;and,subject
to that limit for each person;not less than Three Million Dollars($3,000,000)for all damages arising
out of bodily injury, including death at any time resulting therefrom, sustained by two (2) or more
persons in any one(1)accident;and not less than One Million Dollars($1,000,000)for all damages
arising out of injury to or destruction of property in any one(1)accident,and,subject to that limit per
accident,not less than Three Million Dollars($3,000,000)for all damages arising out of injury to or
destruction of property during the policy period.
1. Liability insurance issued to and covering the liability of the CONSULTANT's subconsultants
and subcontractors,having the same policy limits as those set forth above,with respect to all
services or work performed by said subconsultants or subcontractors under this Agreement.
2. Protective liability insurance issued to and covering the liability of the CONSULTANT with
respect to all services under this Agreement performed for the CONSULTANT by
subconsultants or subcontractors.
3. Professional liability insurance issued to and covering the liability of the CONSULTANT with
respect to all professional services performed by it under this Agreement.
The SPONSOR,the NYSDOT,and the FAA shall be additional insureds,as their interests may appear,under
the insurance coverages described in Paragraph B above, except for the coverage described in Subparagraph
(3),which coverages shall be subject to all of the terms,exclusions, and conditions of the applicable policy.
4
F\Project\211-TOWN OF SOUTHOLD\211016001-APMSWgreements\Final Agreement Design-LS doe 09/04
� 1 K
l
ARTICLE 10—ASSIGNMENT REQUIREMENTS
The CONSULTANT specifically agrees that:
A. It is prohibited from assigning, transferring, conveying, subletting, or otherwise disposing of this
Agreement or of its right,title,or interest herein,or its power to execute this Agreement,to any other
person, company, or corporation without the previous consent in writing of the SPONSOR, the
Commissioner of the NYSDOT, and the FAA.
B. If this provision of the Agreement is violated, the SPONSOR may terminate this Agreement for cause in
accordance with the provisions of Article 12. Furthermore,the SPONSOR shall be relieved from any liability
and obligation hereunder to the person,company,or corporation to whom the CONSULTANT shall assign,
transfer,convey,sublet,or otherwise dispose of this Agreement in violation of the foregoing paragraph(A),
and such transferee shall forfeit and lose all monies assigned to it under this Agreement,except so much as
may be required to pay its employees.
ARTICLE 11—ADDITIONAL SERVICES
If authorized in writing by the SPONSOR through a Supplemental Agreement,the CONSULTANT shall furnish or
obtain from others any service that is beyond the scope of Schedule(s)"A" ("Additional Services"). The
scope, and time for performance, and payment from the SPONSOR to the CONSULTANT for, any Additional
Services (which shall be on the basis set forth in Schedule(s) `B") shall be set forth in such Supplemental
Agreement.
ARTICLE 12—ABANDONMENT OR AMENDMENT OF PROJECT AND TERMINATION
A. ABANDONMENT OR AMENDMENT OF THE PROJECT—The SPONSOR shall have the absolute right to
abandon or to amend its Project or to change the general basis of performance at any time, and such
action on its part shall in no event be deemed a breach of this Agreement. If the SPONSOR amends its
Project or changes the general basis thereof, and the CONSULTANT is of the opinion that Additional
Services are made necessary thereby,then the provisions of Article 11 of this Agreement with respect to
Additional Services shall apply. If the SPONSOR abandons the Project,then the provisions ofparagraph
B(1)(b)below shall govern payment to the CONSULTANT.
B. TERMINATION
The obligation to provide further services under this Agreement may be terminated:
1. For Cause:
a. By either party upon thirty(3 0)days'prior written notice in the event of substantial failure by the
other party to perform in accordance with the terms of this Agreement through no fault of the
terminating party. Notwithstanding the foregoing,this Agreement will not terminate as the result
of such substantial failure if the party receiving notice begins,within seven(7)days after receipt
of such notice,to correct its failure to perform and proceeds diligently to cure such failure within
thirty(30) days of such receipt; provided that, if and to the extent that such substantial failure
cannot reasonably be cured within such thirty (30)-day period, and if the party has diligently
attempted to cure the failure and thereafter continues diligently to cure the problem,then the cure
period may, in the discretion of the terminating party, be extended to sixty (60) days after the
receipt of notice.
b. By the CONSULTANT upon seven(7)days'written notice if(a)the CONSULTANT believes that it is
5
F\Project\211-TOWN OF SOUTHOLD1211016001-APMS\Agreements\Final Agreement Design-LS doc 09/04
being requested by the SPONSOR to perform or furnish services contrary to or in conflict with the
CONSULTANT's responsibilities as a licensed design professional or the standard of care set forth
in Article 3 hereof; or(b)the CONSULTANT's services are delayed or suspended for more than
ninety (90) days, consecutively or in the aggregate, for reasons beyond the CONSULTANT'S
control; or(c)the SPONSOR has abandoned, or is considered to have abandoned,the Project.
2. For convenience by the SPONSOR,effective upon the receipt of notice by the CONSULTANT.
C. PAYMENTS UPON TERMINATION
1. For Cause:
a. By the SPONSOR:If the SPONSOR terminates this Agreement for cause upon completion of any
phase of Basic Services,then progress payments due the CONSULTANT in accordance with this
Agreement for all such services performed by or furnished through the CONSULTANT and its
subconsultants,subcontractors,and vendors through the completion of such phase shall constitute
total payment for such services.If the SPONSOR terminates this Agreement for cause during any
phase of Basic Services, the CONSULTANT will also be paid for such services performed or
furnished in accordance with this Agreement by the CONSULTANT during that phase through the
date of termination on the basis specified in Schedule(s)`B".The CONSULTANT will also be paid
for the charges of its subconsultants,subcontractors,or vendors who performed or furnished Basic
Services to the extent that such services have been performed or furnished in accordance with this
Agreement through the effective date of the termination. The SPONSOR shall also pay the
CONSULTANT for all unpaid Additional Services and unpaid Reimbursable Expenses.
b. By the CONSULTANT:If the CONSULTANT terminates this Agreement for cause upon completion
of any phase of Basic Services,then progress payments due the CONSULTANT in accordance with
this Agreement for all such services performed or furnished by the CONSULTANT and its
subconsultants,subcontractors,or vendors through the completion of such phase shall constitute
total payment for such services. The CONSULTANT shall also be paid for all unpaid Additional
Services and unpaid Reimbursable Expenses, as well as for the CONSULTANT's reasonable
expenses directly attributable to termination in accordance with the rates for Additional Services
set forth in Schedule(s) `B" hereto measured from the date of termination, including fair and
reasonable sums for overhead and profit and the costs ofterminating the CONSULTANT's contracts
with its subconsultants, subcontractors, or vendors.
2. For convenience
If the SPONSOR terminates this Agreement for convenience upon completion of any phase of Basic
Services,then progress payments due the CONSULTANT in accordance with this Agreement for all
such services performed by or furnished through the CONSULTANT through the completion of such
phase shall constitute total payment for such services.If the SPONSOR terminates this Agreement
for convenience during any phase of Basic Services,the CONSULTANT will also be paid for such
services performed or furnished in accordance with this Agreement by the CONSULTANT during
that phase through the date of termination on the basis specified in Schedule(s)`B".Additionally,
the CONSULTANT will be paid for the charges of its subconsultants, subcontractors, or vendors
who performed or furnished Basic Services through the effective date of termination. The
SPONSOR shall also pay the CONSULTANT for all unpaid Additional Services and unpaid
Reimbursable Expenses, as well as for the CONSULTANT's reasonable expenses directly
attributable to termination in accordance with the rates for Additional Services set forth in
Schedule(s) `B"measured from the date of termination, including fair and reasonable sums for
overhead and profit and the costs of terminating the CONSULTANT's contracts with its
subconsultants, subcontractors, or vendors.
6
F\Project\211-TOWN OF SOUTHOLD\211016001-APMSWgreements\Final Agreement Design-LS doc 09/04
1 1
ARTICLE 13—SUSPENSION OF SERVICES
If the CONSULTANT's services hereunder are delayed or suspended, in whole or in part,by the SPONSOR for
more than thirty(30)calendar days,consecutively or in the aggregate,through no fault of the CONSULTANT,
then the CONSULTANT shall be entitled to equitable adjustments of rates and amounts of compensation to
reflect, among other things, reasonable costs incurred by the CONSULTANT in connection with the delay or
suspension and reactivation and the fact that the time for performance of the CONSULTANT's services
hereunder has been revised.If the delay or suspension persists for more than ninety(90)days,consecutively or
in the aggregate,then the CONSULTANT may consider the Project to have been abandoned by the SPONSOR and
may terminate this Agreement for cause.
Upon the SPONSOR'S resumption of its Project,and if the CONSULTANT has not terminated this Agreement for
cause,the CONSULTANT shall resume its services under this Agreement until the services are completed and
accepted, subject to any adjustment in the rates set forth in Schedule(s)`B"because of the passage of time.
ARTICLE 14—INTERCHANGE OF DATA
During the performance of this Agreement,all technical data in regard to the Project whether(a)existing in the
office of the SPONSOR or(b)existing in the office of the CONSULTANT, shall be made available to the other
party to this Agreement without expense to such other party.
ARTICLE 15—DISPOSITION OF PROJECT DOCUMENTS
At the time of completion of its services and upon payment in full therefor, the CONSULTANT shall make
available to the SPONSOR copies of documents prepared as the result of this Agreement.These documents shall
then become the property of the SPONSOR and the maintenance of the data therein shall be the sole
responsibility of the SPONSOR.Any reuse of the documents by the SPONSOR or others on extensions of the
Project, or on any other project, without written verification or adaptation by the CONSULTANT and its
subconsultants, subcontractors, or vendors, as appropriate, for the specific purpose intended will be at the
SPONSOR's sole risk and expense and without liability or legal exposure to the CONSULTANT or its
subconsultants, subcontractors, or vendors. The SPONSOR shall indemnify the CONSULTANT, its
subconsultants,subcontractors,and vendors against,and hold them harmless from,all claims,damages,losses,
and expenses(including reasonable expert and attorneys' fees)arising out of or resulting from such reuse.
In the event that this Agreement is terminated for any reason,then within ten(10)days after such termination,
the CONSULTANT shall make available to the SPONSOR all data and material prepared under this Agreement,
including cover sheets, in accordance with and subject to the terms of the above paragraphs.
ARTICLE 16—CODE OF ETHICS
The CONSULTANT specifically agrees that this Agreement may be canceled or terminated if any service under
this Agreement is in conflict with the provisions of Section 74 of the New York State Public Officers'Law,as
amended, and Schedule"G",which is attached hereto and made a part hereof.
ARTICLE 17—INDEPENDENT CONTRACTOR
The CONSULTANT,in accordance with its status as an independent contractor,shall conduct itself consistent
with such status; shall neither hold itself out as nor claim to be an officer or employee of the SPONSOR by
reason hereof; and shall not,by reason hereof,make any claim,demand, or application to or for any right or
privilege applicable to an officer or employee of the SPONSOR, including, but not limited to, workers'
compensation coverage,unemployment insurance benefits,Social Security coverage,or retirement membership
7
F\Project\211-TOWN OF SOUTHOLD\211016001-APMS\Agreements\Final Agreement Design-LS doc 09/04
or credit.
ARTICLE 18—PATENT RIGHTS AND COPYRIGHTS
Any patentable result arising out of this Agreement,as well as all information,designs,specifications,know-
how,data,andfindings,shall be made available without cost to the State ofNew York or its licensees and the
FAA for public use.No material prepared in connection with this Project shall be subject to copyright. The
State and the FAA shall have the right to publish,distribute,disclose,or otherwise use any material prepared
under this Project, subject to the provisions of Article 15 hereof.
ARTICLE 19—NEW YORK STATE PARTICIPATION
The services to be performed in this Agreement are included in a NYSDOT Project,which is being undertaken
and accomplished by the SPONSOR and the State of New York and pursuant to which the State of New York
has agreed to pay a certain percentage of the allowable Project costs.The State of New York is not a party to
this Agreement and no reference in this Agreement to the Commissioner of Transportation or any
representative thereof, or to any rights granted to the Commissioner of Transportation or any representative
thereof or the State of New York by the Agreement,makes the State of New York a party to this Agreement.
The CONSULTANT and the SPONSOR agree that properly authorized officials of the State of New York may
from time to time inspect all Project documents for the purpose of insuring compliance with New York State
laws and protecting the interests of the State of New York.
ARTICLE 20-FEDERAL PARTICIPATION
The FAA is not a party to this Agreement,although the Project work program covered by this Agreement may
be financially aided in part by a Grant Agreement between the SPONSOR and the FAA. The SPONSOR and
the CONSULTANT hereby agree to comply fully with the conditions set forth in detail in the Grant Agreement
as though they were set forth in detail in this Agreement, including the requirements set forth in Schedules
"D", "F", IV% and "H" hereto. The CONSULTANT further agrees that, by reason of complying with the
conditions of the Grant Agreement,no obligation is entailed on the part of the FAA to the CONSULTANT.
The CONSULTANT and the SPONSOR agree that properly authorized officials of the FAA may from time to
time inspect all Project documents for the purpose of insuring compliance with Federal laws and protecting the
interests of the FAA.
ARTICLE 21-MISCELLANEOUS
A. The CONSULTANT shall require all persons employed to perform services hereunder, including its
subconsultants or subcontractors,vendors,agents,officers,and employees,to comply with applicable
laws in the jurisdiction in which the Project is located.
B. If any provision of this Agreement is held to be invalid,the remainder of this Agreement shall not be
affected thereby if such remainder would then continue to conform to the terms and requirements of
applicable law.
C. By execution of this Agreement,the CONSULTANT represents that it has not paid,and also agrees not
to pay, any bonus or commission for the purpose of obtaining any approval of this Agreement.
D. Any notice required under this Agreement shall be in writing,addressed to the appropriate party at the
address set forth above, and shall be given personally; by registered or certified first-class mail,
8
F\Protect\211-TOWN OF SOUTHOLD\211016001-APMS\Agreements\Final Agreement Design-LS doc 09/04
r
Y r
postage prepaid and return receipt requested;by facsimile transmission,with confirmation of receipt;
or by a nationally-recognized overnight courier service,with proof of receipt. Notice shall be effective
upon the date of receipt. For purposes of this Agreement, failure or refusal to accept receipt shall
constitute receipt nonetheless. Either parry may change its address for notice by giving notice to the
other in accordance with the terms of this paragraph.
E. This Agreement,and the interpretation and enforcement of the provisions hereof,is governed by the
laws of the State of New York.
F. SPONSOR acknowledges that:
• CONSULTANT is not recommending any action to SPONSOR or other obligated person
hereunder that would cause CONSULTANT to be considered a municipal advisor for purposes
of the Securities and Exchange Commission Registration of Municipal Advisors Rule, 78
Fed.Reg. 67468 (2013);
• CONSULTANT does not owe a fiduciary duty pursuant to Section 15B of the Securities
Exchange Act of 1934(15 U.S.C.78o-4)to SPONSOR or other obligated person with respect
to the information and material contained in this Agreement or any Project deliverable; and
• SPONSOR or other obligated person should discuss any information and material contained in
this Agreement or Project deliverable with any and all internal or external advisors and
experts that SPONSOR or other obligated person deems appropriate before acting on this
information or material.
ARTICLE 22—SUBCONSULTANTS/SUBCONTRACTORS AND VENDORS
All subconsultants and subcontractors performing services for or work on this Project shall be bound by the
same required provisions of this Agreement as is the CONSULTANT. As set forth above, all agreements
between the CONSULTANT and a subconsultant, subcontractor, or vendor shall include all standard required
contract provisions, and such agreements shall be subject to review by the NYSDOT and the FAA.
ARTICLE 23—FORCE MAJEURE
Any delay in or failure of performance of any party to this Agreement shall not constitute a default under this
Agreement nor give rise to any claim for damage, if and to the extent such delay or failure is caused by
occurrences or events beyond the control of the party affected, including, but not limited to, acts of God;
expropriation or confiscation of facilities or compliance with any order or request of government authority,
affecting to a degree not presently existing,the supply,availability,or use of personnel or equipment;loss of
utility services;blizzard;flood;fire;labor unrest;strikes;war;riot;or any cause the parry is unable to prevent
with reasonable diligence.A party who is prevented from performing for any reason shall immediately notify
the other in writing of the reason for the nonperformance and the anticipated extent of any delay. Additionally,
if the delay resulting from any of the foregoing increases the cost of or time required by CONSULTANT to
perform its services hereunder in an orderly and efficient manner,then CONSULTANT shall be entitled to an
equitable adjustment in schedule and/or compensation.
ARTICLE 24—DISPUTE RESOLUTION
A. The SPONSOR and the CONSULTANT agree to negotiate in good faith for a period of thirty(30)days
from the date of notice of disputes between them prior to exercising their right under Section 24B
below. The thirty-day period may be extended upon mutual agreement of the parties.
9
F 1Projecfl211-TOWN OF SOUFHOLD\211016001-APMSWgreements\FuW Agreement Design-LS doe 09/04
t
B. If any dispute cannot be resolved pursuant to paragraph(A) above, and only if mutually agreed by
SPONSOR and CONSULTANT,said dispute and all unsettled claims,counterclaims,and other matters in
question between them arising out of or relating to this Agreement or the breach of any provision
hereof("disputes")shall be submitted to mediation by a mediator,to be selected by the parties jointly,
prior to a party initiating a legal action against the other,unless initiating mediation would irrevocably
prejudice one of the parties.It is the intention of the parties that any agreement reached at mediation
become binding. The cost of mediation shall be shared equally between the parties.
10
F\Project\211-TOWN OF SOUTHOLD\211016001-APMSWgreements\Final Agreement Design-LS doc 09104
IN WITNESS WHEREOF,this Agreement has been executed by the SPONSOR,acting by and through the Town
of Southold who has caused the seal of his or her office to be affixed hereto,and by the CONSULTANT,acting
by and through a duly-authorized officer,effective the day and year first above-written,subject to the approval
of the Commissioner of the NYSDOT,the State Comptroller, and the FAA.
SPONSOR(S) CONSULTANT
Fishers Island Ferry District C&S Engineers,Inc.
By: b By; A.,�, ,(
Kirsten A. Cerro,P.E.
Q &k
;� (Print Name)1 n
Title: JJ + i+� V C- 0 V`0' Title: Department Manager-Aviation Group
Date: 60 Z� 7Z Date:
Town of Southold
By:
Scott A. Russell
Title: Town Supervisor
Date:
11
F\Project\211-TOWN OF SOUTHOLD\211016001-APMS\Agreements\Final Agreement Design-LS doe 09/04
SCHEDULE A
SCOPE OF WORK
Project Title: Airport Pavement Management System
Airport Name: Elizabeth Field Airport
Services Provided: Airport Pavement Management Program
AIRPORT PAVEMENT MANAGEMENT SYSTEM UPDATE PHASE
The Airport Pavement Management System Update Phase is intended to create an Airport Pavement
Management System (APMS) for the Elizabeth Field Airport.The CONSULTANT will conduct a pavement
surface condition survey, and shall input this data into a Pavement Management Program(PMP) database.
All airside pavements will be included in the survey:
-` ol
Eliza df
0 2016 Google
4
4
The specific services to be provided or furnished for this Phase of the Project are the following:
1. Record Drawing Review
• Acquire and review record documents (such as plans, specifications,reports, and studies)
to become familiar with data that is available for the airport including construction dates,
the type of major/minor rehabilitation that has taken place since original construction
including dates,as the original construction and the date the last maj or/minor rehabilitation
methods were conducted are critical to the accuracy of the PMP software's predictions of
future condition.
2. Preliminary Elizabeth Field Airport PMP Layout
• Preparation of current site drawings in which the Elizabeth Field Airport pavement network
will be divided into the proper branches based on pavement use (i.e.
runway/taxiway/apron), and finally into different sections that are dependent on the
pavement type, age and structure.
• The Elizabeth Field Airport pavement network/branches/sections will then be broken down
to typical sample units of 5,000 SF± 1,000 SF for asphalt. A standard random sampling
technique (network level), in accordance with ASTM D 5340, which utilizes statistical
means to accurately predict the Pavement Condition Index (PCI) of the Elizabeth Field
A-1
04/10
' L
Airport's pavement network in preparation for the field visit to examine the pavement
condition.
3. Site Visit
• The condition survey will be a network-level management study performed by experienced
C&S staff in accordance with ASTM D 5340 and FAA Advisory Circulars 150/5380-6C
& 150/5380-7B.
• The random sample sections previously determined will be surveyed for pavement
distresses,along with any additional sample section(s)the C&S representatives feel should
be included into calculation as the condition of that sections varies from the average
condition of that pavement section.These distresses for each sample unit will be measured
and categorized in accordance with ASTM D 5340 for input into the PMP software.
• Photographs will be taken to document the typical distress types.
4. Input of Information into PMP Software and Output
• Distress data for each branch and section of the Elizabeth Field Airport Pavement network
will be entered into the PMP software database. This will be done while the C&S
representatives are on-site so that any areas that need to be re-checked can be performed
prior to the team leaving.
• Modify the PMP software costs for maintenance and repairs based on previous local
experience, maintenance practices, costs and the actual use of the pavements. This will
produce the following information:
o Local Maintenance Policies—What should be done and when
o Local costs for planned Maintenance and Repair methods, in accordance with the
most up to date Elizabeth Field Airport ACIP.
o Cost curve graphs that relate the cost per square foot to PCI for future years again
looking at the most up to date Elizabeth Field Airport ACIP.From this information,
it can be discussed with the Owner whether the ACIP order should be modified.
o Priority Table—Owner's priorities vs.the pavement condition and needs?
o Prediction Model for the asphalt pavements and differing areas, i.e. Runway,
Taxiways and Aprons.
• Updating airfield mapping showing the different pavement sections as well as the sections
that were actually randomly sampled for use in future PMP studies so that the same areas
can be studied for more precise comparison of pavement"aging"/damage.
• Color coded mapping will be provided illustrating the current PCI values utilizing the
standard seven color layout.
5. Final Report Preparation
• The final report will document the methodology used for the PMP study, inspection data,
analyses, and examination of the existing ACIP in comparison to the PCI study.
• The report will have a listing of the pavement network, sections and sample units.
• Drawings will show the pavement sections and sample units and a color coded drawing(s)
will present the current PCI results.
• The final report will also show the methodology for the maintenance and repair activities,
assumed local costs and comparison to existing Elizabeth Field Airport ACIP.
• Five(5)color copies of the report will be turned over to the Owner as well as one(1)copy
for the Federal Aviation Administration(FAA).
A-2
04/10
• The Final Report shall include the following:
o Branch Listing Report which provides the complete list of the Elizabeth Field
Airport's pavement network including branches and data — branch numbers,
branch names,branch use,branch area and the number of sections in each branch.
There is also a drawing that accompanies this report and shows this visually as
well as labels the sections that were randomly sampled.
o PCI Report which provides the PCI value for each branch runway, taxiway,
apron) as well as a weighted average PCI for each type of pavement use (i.e.
average PCI of runway pavements,taxiway pavements and apron pavements)This
will also have a corresponding drawing that will show the current PCI values
utilizing the standard seven color layout.
o Inspection Report which includes a summary of each sample section surveyed as
well as photographs of the current condition of the pavement for each of the sample
units.
o Future PCI Condition Report which provides the future conditions for the
pavement extrapolated in accordance with the Airport's current ACIP.
o Work Plan Report which provides estimates for the cost of the future work by
extrapolating the pavement condition of the entire pavement section that is planned
for rehabilitation over the length of the Airport's current ACIP.
ASSUMPTIONS:
The conditions or considerations in developing the scope and fee for the project described above include:
1. No right-of-way or other deed research is included in this proposal.
2. As-built drawings are available and will be provided prior to field visit.
3. Access to the site for inspection/survey can be performed during day hours.
4. Cost estimates will be based on bid price from recent projects at the airport.
5. Soil sampling for contaminants will not be required for this project.
END OF SCHEDULE A
A-3
04/10
i
ARCHITECTURAL/ENGINEERING
COMPANIES COST SUMMARY
SCHEDULE "B"
STUDY & REPORT PHASE
PROJECT NAME Airport Pavement Management System(APMS) DATE 17-Sep-17
PROJ DESCRIPTION Pavement Management Study A/E C&S ENGINEERS,INC
PROJECT NO 211
CLIENT Town of Southold C&S CONTACT T J Horth
CLIENT MANAGER Gordon S Murphy,Asst Manager
I. ESTIMATE OF DIRECT SALARY COSTS: MAXIMUM AVERAGE
RATE OF PAY RATE OF PAY ESTIMATED ESTIMATED
TITLE ($/HR) ($/HR) @ HOURS COST
A SERVICE GROUP/ASSOCIATE MANAGER $8900 $7610 X 0 = $000
B DEPARTMENT MANAGER $7700 $6550 X 0 = $000
C MANAGING ENGINEER $7020 $6060 X 56 = $3,39400
D CHIEF/PRINCIPAL ENGINEER $6450 $5200 X 8 = $41600
E SENIOR PROJECT ENGINEER $5230 $4460 X 90 = $4,01400
F PROJECT ENGINEER/ENV SCIENTIST $4970 $3930 X 0 = $000
G ENGINEER $3800 $3330 X 260 = $8,65800
H STAFF ENGINEER $3210 $2760 X 0 = $000
1 SENIOR DESIGNER $4050 $3850 X 60 = $2,31000
J DESIGNER $2940 $2570 X 0 = $000
K CADD OPERATOR/DESIGN TECHNICIAN $2960 $2190 X 0 = $000
L ADMINISTRATIVE ASSISTANT $2710 $2250 X 20 = $45000
M INTERN $1800 $1500 X 0 = $000
N GRANTS ADMINISTRATOR $3870 $3025 X 30 = $90800
O ASSISTANT GRANTS ADMINISTRATOR $2520 $2450 X 0 = $000
TOTAL ESTIMATED DIRECT SALARY COST $20,15000
II OVERHEAD EXPENSES&PAYROLL BURDEN PER SCHEDULE"C"-
(AGREED OVERHEAD EXPRESSED AS A PERCENTAGE
OF DIRECT SALARY COST) 16300% $32,84500
III. SUBTOTAL OF ITEMS I&II: $52,99500
IV. ESTIMATE OF DIRECT EXPENSES:
A TRAVEL,BY AUTO
4, TRIPS @ 640. MILES/TRIP @ $0535 = $1,36960
B PER DIEM
4, DAYS @ 2 PERSONS @ $19400 = $1,55200
C MISCELLANEOUS = $15415
TOTAL ESTIMATE OF DIRECT EXPENSES $3,07575
V. FIXED FEE(PROFIT,LUMP SUM):
A LABOR PLUS OVERHEAD 15% (OF III) $7,94925
B DIRECT EXPENSES 0% (OF IV) $000
TOTAL FIXED FEE $7,94925
B-1
4 i
VI. SUBCONTRACTS:
A ESTIMATE OF SUBSURFACE INVESTIGATION&TESTS
1 MOBILZATION/DEMOBILIZATION LUMP SUM = $2,50000
2 PAVEMENT CORES 10 EACH @ $5000 = $50000
3 CONTINUOUS SAMPLING 30, LF @ $1800 = $54000
4 OBSERVATION WELL 0 LF @ $1500 = $000
5 TEST PITS 4 EACH @ $25000 = $1,00000
6 FIELD CBR 0; EACH @ $25000 = $000
7 FIELD DENSITY TESTS 0 EACH @ $3500 = $000
8 MECHANICAL ANALYSIS 4 EACH @ $3500 = $14000
9 LABORATORY PROCTORS 4 EACH @ $10000 = $40000
10 SOAKED LAB CBR(ASTM D1883,PAR 8 1 1) 4 EACH @ $15000 = $60000
11 SOAKED LAB CBR(ASTM D1883,PAR 8 1 2) 0 EACH @ $25000 = $000
12 SOAKED LAB CBR(ASTM D1883,PAR 8 2) 0 EACH @ $35000 = $000
13 ATTERBERG LIMITS 0 EACH @ $5500 = $000
14 NATURAL MOISTURE CONTENT 10. EACH @ $600 = $6000
15 HYDROMETER ANALYSIS 4 EACH @ $6000 = $24000
TOTAL ESTIMATED SUBSURFACE INVESTIGATION&TESTS $5,98000
VII. TOTALS:
A. MAXIMUM TOTAL COST FOR DESIGN SERVICES,AGREEMENT TOTAL&FAA ELIGIBLE: $70,000.00
B-2
SCHEDULE "C"
C&S ENGINEERS, INC
AGREED OVERHEAD
Indirect Labor 12,500,000 79%
P/R Taxes & Benefits 5,100,000 32%
Legal &Accounting 150,000 1%
Rent& Maintenance 1,800,000 11%
Utilities 170,000 1%
Office Supplies 840,000 5%
Telephone 400,000 3%
Professional Activity 1,100,000 7%
Business Development 750,000 5%
Auto &Truck Expenses 275,000 2%
Insurance 675,000 4%
Office Equipment Rent/ Maintenance 1,300,000 8%
Library& Reference Data 40,000 0%
Internet/ Intranet Services 260,000 2%
Depreciation 625,000 4%
TOTAL INDIRECT EXPENSES 25,985,000 163%
TOTAL DIRECT LABOR 15,900,000
C-1
F\Project1211-TOWN OF SOUTHOLD1211016001-APMSWgreements\Final Agreement Design-LS doc
08/04
J �
SCHEDULE "D"
[INTENTIONALLY OMITTED]
END OF SCHEDULE
D-1
F\Project\211-TOWN OF SOUTHOLD\211016001-APMS\Agreements\Final Agreement Design-LS doe 09/04
a �
SCHEDULE E
(RESOLUTION TO BE INSERTED)
F\Project\211-TOWN OF SOUTHOLD\211016001-APMS\Agreements\Final Agreement Design-LS doe 09/04
SCHEDULE F
[INTENTIONALLY OMITTED]
END OF SCHEDULE
F-1
F\Project\211-TOWN OF SOUTHOLD\211016001-APMS\Agreements\Final Agreement Design-LS doe 09/04
•
V . .
SCHEDULE G
CERTIFICATION OF CONSULTANT
I hereby certify that I am the Manager of the Airport Services Group and a duly authorized representative of the
firm of C&S Engineers,Inc.,whose address is 499 Col.Eileen Collins Blvd.,Syracuse,NY,and that neither I
nor the above firm I here represent has:
A. employed or retained for a commission,percentage,brokerage,contingent fee,or other consideration,
any firm or person(other than a bona fide employee working solely for me or the above CONSULTANT)
to solicit or secure this Contract.
B. agreed,as an express or implied condition for obtaining this Contract,to employ or retain the services
of any firm or person in connection with carrying out the Contract, or
C. paid or agreed to pay to any firm, organization, or person(other than a bona fide employee working
solely for me or the above CONSULTANT)any fee,contribution,donation,or consideration of any kind
for, or in connection with, procuring or carrying out the Contract except as here expressly stated(if
any):
I acknowledge that this certificate is to be furnished to the Federal Aviation Administration of the United
States Department of Transportation, in connection with this Contract, involving participation of Airport
Improvement Program(AIP)funds,and is subject to applicable state and Federal laws,both criminal and civil.
oto"M L'4 aX ezl.� r"�'
7
Date Kirsten A. Cerro,P.E.
Department Manager-Aviation Group
END OF SCHEDULE
G-1
F\Project\211-TOWN OF SOUTHOLD\211016001-APMS\Agreements\Final Agreement Design-LS doc 09/04
x �
SCHEDULE H
AIRPORT AID PROGRAM
A/E SERVICES REQUIRED FEDERAL CONTRACT PROVISIONS
For purposes of this schedule the term"Contractor"or"Consultant"shall refer to"Consultant"as that term is defined
in the Agreement to which this schedule is attached.
ACCESS TO RECORDS AND REPORTS
The Contractor must maintain an acceptable cost accounting system.The Contractor agrees to provide the Sponsor,the Federal
Aviation Administration,and the Comptroller General of the United States or any of their duly authorized representatives access to
any books,documents,papers,and records of the contractor which are directly pertinent to the specific contract for the purpose of
making audit,examination,excerpts and transcriptions.The Contractor agrees to maintain all books,records and reports required
under this contract for a period of not less than three years after final payment is made and all pending matters are closed.
BREACH OF CONTRACT TERMS
Any violation or breach of terms of this contract on the part of the contractor or its subcontractors may result in the suspension or
termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement.
Sponsor will provide Contractor written notice that describes the nature of the breach and corrective actions the Contractor must
undertake in order to avoid termination of the contract. Sponsor reserves the right to withhold payments to Contractor until such time
the Contractor corrects the breach or the Sponsor elects to terminate the contract.The Sponsor's notice will identify a specific date by
which the Contractor must correct the breach. Sponsor may proceed with termination of the contract if the Contractor fails to correct
the breach by deadline indicated in the Sponsor's notice. The duties and obligations imposed by the Contract Documents and the
rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations,rights and remedies
otherwise imposed or available by law.
GENERAL CIVIL RIGHTS PROVISIONS
The contractor agrees to comply with pertinent statutes,Executive Orders and such rules as are promulgated to ensure that no person
shall, on the grounds of race, creed, color, national origin,sex, age, or disability be excluded from participating in any activity
conducted with or benefiting from Federal assistance.
This provision binds the contractors and subtier contractors from the bid solicitation period through the completion of the contract.
This provision is in addition to that required of Title VI of the Civil Rights Act of 1964.
CIVIL RIGHTS—TITLE VI ASSURANCES.
Title VI Solicitation Notice:
The Sponsor in accordance with the provisions of Title VI of the Civil Rights Act of 1964(78 Stat.252,42 U.S.C. §§2000d to
2000d-4)and the Regulations,hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this
advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this
invitation and will not be discriminated against on the grounds of race,color,or national origin in consideration for an award.
Compliance with Nondiscrimination Requirements
During the performance of this contract,the contractor,for itself,its assignees,and successors in interest(hereinafter referred to as the
"contractor")agrees as follows:
1. Compliance with Regulations: The contractor(hereinafter includes consultants)will comply with the Title VI List of
Pertinent Nondiscrimination Statutes and Authorities, as they may be amended from time to time, which are herein
incorporated by reference and made a part of this contract.
2. Non-discrimination: The contractor,with regard to the work performed by it during the contract,will not discriminate on
the grounds of race,color,or national origin in the selection and retention of subcontractors,including procurements of
materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited
by the Acts and the Regulations,including employment practices when the contract covers any activity,project,or program
set forth in Appendix B of 49 CFR part 21
H-1
uit i
3 Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by
competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including
procurements of materials,or leases of equipment,each potential subcontractor or supplier will be notified by the contractor
of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the
grounds of race,color,or national origin.
4. Information and Reports: The contractor will provide all information and reports required by the Acts,the Regulations,and
directives issued pursuant thereto and will permit access to its books,records,accounts,other sources of information,and
its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain
compliance with such Nondiscrimination Acts, and authorities and instructions. Where any information required of a
contractor is in the exclusive possession of another who fails or refuses to furnish the information,the contractor will so
certify to the sponsor or the Federal Aviation Administration,as appropriate,and will set forth what efforts it has made to
obtain the information.
5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non-discrimination provisions of this
contract,the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be
appropriate,including,but not limited to:
a. Withholding payments to the contractor under the contract until the contractor complies;and/or
b. Cancelling,terminating,or suspending a contract,in whole or in part.
6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract,
including procurements of materials and leases of equipment,unless exempt by the Acts,the Regulations and directives
issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the sponsor or
the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for
noncompliance.Provided,that if the contractor becomes involved in,or is threatened with litigation by a subcontractor,or
supplier because of such direction,the contractor may request the sponsor to enter into any litigation to protect the interests
of the sponsor. In addition,the contractor may request the United States to enter into the litigation to protect the interests of
the United States.
Title VI List of Pertinent Nondiscrimination Acts and Authorities
During the performance of this contract,the contractor,for itself,its assignees,and successors in interest(hereinafter referred to as the
"contractor")agrees to comply with the following non-discrimination statutes and authorities;including but not limited to:
• Title VI of the Civil Rights Act of 1964(42 U.S.C.§2000d et seq.,78 stat.252),(prohibits discrimination on the basis of
race,color,national origin);
• 49 CFR part 21(Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of
Title VI of The Civil Rights Act of 1964);
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,(42 U.S.C.§4601),(prohibits
unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and
projects);
• Section 504 of the Rehabilitation Act of 1973,(29 U.S.C.§794 et seq.),as amended,(prohibits discrimination on the basis
of disability);and 49 CFR part 27;
• The Age Discrimination Act of 1975,as amended,(42 U S.C.§6101 et seq.),(prohibits discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982,(49 USC§471, Section 47123),as amended,(prohibits discrimination
based on race,creed,color,national origin,or sex);
• The Civil Rights Restoration Act of 1987,(PL 100-209),(Broadened the scope,coverage and applicability of Title VI of
the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by
expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal-aid
recipients,sub-recipients and contractors,whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act of 1990,which prohibit discrimination on the basis of disability in
the operation of public entities,public and private transportation systems,places of public accommodation,and certain
testing entities(42 U.S.C.§§12131-12189)as implemented by Department of Transportation regulations at 49 CFRparts
37 and 38;
• The Federal Aviation Administration's Non-discrimination statute(49 U.S.C.§47123)(prohibits discrimination on the
basis of race,color,national origin,and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income
Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and
activities with disproportionately high and adverse human health or environmental effects on minority and low-income
H-2
ivii
populations;
• Executive Order 13166,Improving Access to Services for Persons with Limited English Proficiency,and resulting agency
guidance,national origin discrimination includes discrimination because of limited English proficiency(LEP). To ensure
compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your
programs(70 Fed.Reg.at 74087 to 74100);
• Title IX of the Education Amendments of 1972,as amended,which prohibits you from discriminating because of sex in
education programs or activities(20 U.S.C. 1681 et seq).
CLEAN AIR AND WATER POLLUTION CONTROL
Contractor agrees to comply with all applicable standards,orders,and regulations issued pursuant to the Clean Air Act(42 U.S.C.§
740-7671 q)and the Federal Water Pollution Control Act as amended(33 U.S.C.§ 1251-1387).The Contractor agrees to report any
violation to the Sponsor immediately upon discovery.The Sponsor assumes responsibility for notifying the Environmental Protection
Agency(EPA)and the Federal Aviation Administration.Contractor must include this requirement in all subcontracts that exceed
$150,000.
CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS
1. Overtime Requirements.
No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of
laborers or mechanics shall require or permit any such laborer or mechanic,including watchmen and guards,in any workweek in
which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic
receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty
hours in such workweek.
2. Violation;Liability for Unpaid Wages;Liquidated Damages.
In the event of any violation of the clause set forth in paragraph(1)above,the contractor and any subcontractor responsible
therefor shall be liable for the unpaid wages.In addition,such contractor and subcontractor shall be liable to the United States(in
the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for
liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic,including
watchmen and guards,employed in violation of the clause set forth in paragraph 1 above,in the sum of$10 for each calendar day
on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment
of the overtime wages required by the clause set forth in paragraph(1)above.
3. Withholding for Unpaid Wages and Liquidated Damages.
The Federal Aviation Administration or the Sponsor shall upon its own action or upon written request of an authorized
representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work
performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime
contractor,or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held
by the same prime contractor,such sums as may be determined to be necessary to satisfy any liabilities of such contractor or
subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph(2)above.
4. Subcontractors.
The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs(1)through(4)and also a
clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime contractor shall be
responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs(1)through ,
(4)of this section.
CERTIFICATION OF OFFERER/BIDDER REGARDING DEBARMENT
By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that neither it nor its principals are presently
debarred or suspended by any Federal department or agency from participation in this transaction.
CERTIFICATION OF LOWER TIER CONTRACTORS REGARDING DEBARMENT
The successful bidder,by administering each lower tier subcontract that exceeds$25,000 as a"covered transaction",must verify each
lower tier participant of a "covered transaction" under the project is not presently debarred or otherwise disqualified from
participation in this federally assisted project. The successful bidder will accomplish this by:
1. Checking the System for Award Management at website: http://www.sam.gov
2. Collecting a certification statement similar to the Certificate Regarding Debarment and Suspension(Bidder or
Offeror),above.
H-3
�vn
T T
3. Inserting a clause or condition in the covered transaction with the lower tier contract
If the FAA later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or
disqualified at the time it entered the covered transaction,the FAA may pursue any available remedies,including suspension and
debarment of the non-compliant participant
DISADVANTAGED BUSINESS ENTERPRISES
Contract Assurance(§26.13)-The contractor or subcontractor shall not discriminate on the basis of race,color,national origin,or
sex in the performance of this contract.The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and
administration of DOT assisted contracts.Failure by the contractor to carry out these requirements is a material breach of this contract,
which may result in the termination of this contract or such other remedy,as the recipient deems appropriate.
Prompt Payment (§26.29) - The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory
performance of its contract no later than fifteen(15) days from the receipt of each payment the prime contractor receives from
Sponsor.The prime contractor agrees further to return retainage payments to each subcontractor within fifteen(15)days after the
subcontractor's work is satisfactorily completed.Any delay or postponement of payment from the above referenced time frame may
occur only for good cause following written approval of the Sponsor.This clause applies to both DBE and non-DBE subcontractors.
The requirements of 49 CFR part 26 apply to this contract.It is the policy of the Sponsor to practice nondiscrimination based on race,
color,sex or national origin in the award or performance of this contract.Sponsor encourages participation by all funis qualifying
under this solicitation regardless of business size or ownership.
TEXTING WHEN DRIVING
In accordance with Executive Order 13513,"Federal Leadership on Reducing Text Messaging While Driving"(10/1/2009)and DOT
Order 3902.10"Text Messaging While Driving"(12/30/2009),the FAA encourages recipients of Federal grant funds to adopt and
enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when
performing work related to a grant or sub-grant.
In support of this initiative,Sponsor encourages the Contractor to promote policies and initiatives for its employees and other work
personnel that decrease crashes by distracted drivers,including policies that ban text messaging while driving motor vehicles while
performing work activities associated with the project. The Contractor must include the substance of this clause in all sub-tier
contracts exceeding$3,500 and involve driving a motor vehicle in performance of work activities associated with the project.
ENERGY CONSERVATION REQUIREMENTS
Contractor and Subcontractor agree to comply with mandatory standards and policies relating to energy efficiency as contained in
the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act(42 U.S.C.6201 et seq).
EQUAL OPPORTUNITY CLAUSE
During the performance of this contract,the Contractor agrees as follows:
(1)The Contractor will not discriminate against any employee or applicant for employment because of race,color,
religion,sex,or national origin.The Contractor will take affirmative action to ensure that applicants are employed,and that
employees are treated during employment without regard to their race,color,religion,sex,sexual orientation,gender identify or
national origin.Such action shall include,but not be limited to the following:employment,upgrading,demotion,or transfer;
recruitment or recruitment advertising;layoff or termination;rates of pay or other forms of compensation;and selection for
training,including apprenticeship.The Contractor agrees to post in conspicuous places,available to employees and applicants for
employment,notices to be provided setting forth the provisions of this nondiscrimination clause.
(2)The Contractor will,in all solicitations or advertisements for employees placed by or on behalf of the Contractor,
state that all qualified applicants will receive considerations for employment without regard to race,color,religion,sex, or
national origin.
(3)The Contractor will send to each labor union or representative of workers with which he has a collective bargaining
agreement or other contract or understanding,a notice to be provided advising the said labor union or workers'representatives of
the Contractor's commitments under this section,and shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
(4)The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,as amended,and
of the rules,regulations,and relevant orders of the Secretary of Labor.
(5)The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965,
and by rules,regulations,and orders of the Secretary of Labor,or pursuant thereto,and will permit access to his books,records,
and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with
such rules,regulations,and orders.
(6)In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of
the said rules,regulations,or orders,this contract may be canceled,terminated,or suspended in whole or in part and the
Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance
with procedures authorized in Executive Order 11246 of September 24, 1965,and such other sanctions may be imposed and
H-4
ivii
remedies invoked as provided in Executive Order 11246 of September 24, 1965,or by rule,regulation,or order of the Secretary
of Labor,or as otherwise provided by law.
(7)The Contractor will include the portion of the sentence immediately preceding paragraph(1)and the provisions of
paragraphs(1)through(7)in every subcontract or purchase order unless exempted by rules,regulations,or orders of the
Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965,so that such provisions wil I
be binding upon each subcontractor or vendor.The Contractor will take such action with respect to any subcontract or purchase
order as the administering agency may direct as a means of enforcing such provisions,including sanctions for noncompliance:
Provided, however,That in the event a contractor becomes involved in,or is threatened with,litigation with a subcontractor or
vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such
litigation to protect the interests of the United States.
FEDERAL FAIR LABOR STANDARDS ACT(FEDERAL MINIMUM WAGE)
All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201,the Federal
Fair Labor Standards Act(FLSA),with the same force and effect as if given in full text. The FLSA sets minimum wage,overtime pay,
recordkeeping,and child labor standards for full and part time workers. The Contractor has full responsibility to monitor compliance
to the referenced statute or regulation. The Contractor must address any claims or disputes that arise from this requirement directly
with the U.S.Department of Labor—Wage and Hour Division
CERTIFICATION REGARDING LOBBYING
The bidder or offeror certifies by signing and submitting this bid or proposal,to the best of his or her knowledge and belief,that:
(1) No Federal appropriated funds have been paid or will be paid,by or on behalf of the Bidder or Offeror,to any person for
influencing or attempting to influence an officer or employee of an agency,a Member of Congress,an officer or employee
of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making
of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement,and the extension,
continuation,renewal,amendment,or modification of any Federal contract,grant,loan,or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or
attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,
or an employee of a Member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement,
the undersigned shall complete and submit Standard Form-LLL,"Disclosure Form to Report Lobbying,"in accordance with
its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for all sub-awards
at all tiers(including subcontracts,sub-grants,and contracts under grants,loans,and cooperative agreements)and that all
sub-recipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.
Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31,U.S.
Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more
than$100,000 for each such failure.
OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970
All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with
the same force and effect as if given in full text. Contractor must provide a work environment that is free from recognized hazards that
may cause death or serious physical harm to the employee.The Contractor retains full responsibility to monitor its compliance and
their subcontractor's compliance with the applicable requirements of the Occupational Safety and Health Act of 1970(20 CFR Part
1910). Contractor must address any claims or disputes that pertain to a referenced requirement directly with the U.S.Department of
Labor—Occupational Safety and Health Administration.
RIGHTS TO INVENTIONS
Contracts or agreements that include the performance of experimental,developmental,or research work must provide for the rights of
the Federal Government and the Owner in any resulting invention as established by 37 CFR part 401,Rights to Inventions Made by
Non-profit Organizations and Small Business Firms under Government Grants,Contracts,and Cooperative Agreements. This contract
incorporates by reference the patent and inventions rights as specified within in the 37 CFR§401.14. Contractor must include this
requirement in all sub-tier contracts involving experimental,developmental or research work.
TERMINATION OF CONTRACT
Termination for Convenience-The Sponsor may,by written notice to the Consultant,terminate this Agreement for its
convenience and without cause or default on the part of Contractor.Upon receipt of the notice of termination,except as
explicitly directed by the Sponsor,the Contractor must immediately discontinue all services affected.Upon termination of the
H-5
uni
r
Agreement,the Contractor must deliver to the Sponsor all data,surveys,models,drawings,specifications,reports,maps,
photographs,estimates,,summaries,and other documents and materials prepared by the Contractor under this contract,whether
complete or partially complete.Sponsor agrees to make just and equitable compensation to the Contractor for satisfactory work
completed up through the date the Contractor receives the termination notice. Compensation will not include anticipated profit
on non-performed services. Sponsor further agrees to hold Contractor harmless for errors or omissions in documents that are
incomplete as a result of the termination action under this clause.
Termination for Default-Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations
that are essential to the completion of the work per the terms and conditions of the Agreement.The party initiating the
termination action must allow the breaching party an opportunity to dispute or cure the breach.
The terminating party must provide the breaching party[7]days advance written notice of its intent to terminate the
Agreement.The notice must specify the nature and extent of the breach,the conditions necessary to cure the breach,and the
effective date of the termination action. The rights and remedies in this clause are in addition to any other rights and remedies
provided by law or under this agreement.
a) Termination by Sponsor:The Sponsor may terminate this Agreement in whole or in part,for the failure of the
Consultant to:
1. Perform the services within the time specified in this contract or by Sponsor approved extension;
2. Make adequate progress so as to endanger satisfactory performance of the Project;
3. Fulfill the obligations of the Agreement that are essential to the completion of the Project.
Upon receipt of the notice of termination,the Consultant must immediately discontinue all services affected unless the
notice directs otherwise. Upon termination of the Agreement,the Consultant must deliver to the Sponsor all data,surveys,
models,drawings,specifications,reports,maps,photographs,estimates,summaries,and other documents and materials
prepared by the Engineer under this contract,whether complete or partially complete.
Sponsor agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the
date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed
services.
Sponsor further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of
the termination action under this clause.
If,after finalization of the termination action,the Sponsor determines the Consultant was not in default of the Agreement,
the rights and obligations of the parties shall be the same as if the Sponsor issued the termination for the convenience of the
Sponsor.
b) Termination by Consultant:The Consultant may terminate this Agreement in whole or in part,if the Sponsor:
1. Defaults on its obligations under this Agreement;
2. Fails to make payment to the Consultant in accordance with the terms of this Agreement;
3. Suspends the Protect for more than[180]days due to reasons beyond the control of the Consultant.
Upon receipt of a notice of termination from the Consultant, Sponsor agrees to cooperate with Consultant for the purpose
of terminating the agreement or portion thereof,by mutual consent. If Sponsor and Consultant cannot reach mutual
agreement on the termination settlement,the Consultant may,without prejudice to any rights and remedies it may have,
proceed with terminating all or parts of this Agreement based upon the Sponsor's breach of the contract.
In the event of termination due to Sponsor breach,the Engineer is entitled to invoice Sponsor and to receive full payment
for all services performed or furnished in accordance with this Agreement and all justified reimbursable expenses incurred
by the Consultant through the effective date of termination action.Sponsor agrees to hold Consultant harmless for errors
or omissions in documents that are incomplete as a result of the termination action under this clause.
TRADE RESTRICTION CERTIFICATION
By submission of an offer,the Offeror certifies that with respect to this solicitation and any resultant contract,the Offeror-
a. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate
against U.S.firms as published by the Office of the United States Trade Representative(U.S.T.R.);
b. has not knowingly entered into any contractor subcontract for this project with a person that is a citizen or national of a
foreign country included on the list of countries that discriminate against U.S.firms as published by the U.S.T.R;and
H-6
K 4 r ti
c.has not entered into any subcontract for any product to be used on the Federal on the project that is produced in a foreign
country included on the list of countries that discriminate against U.S.firms published by the U.S.T.R.
This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false,
fictitious,or fraudulent certification may render the maker subject to prosecution under Title 18,United States Code,Section 1001.
The Offeror/Contractor must provide immediate written notice to the Owner if the Offeror/Contractor learns that its certification or
that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The Contractor
must require subcontractors provide immediate written notice to the Contractor if at any time it learns that its certification was
erroneous by reason of changed circumstances.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17,no contract shall
be awarded to an Offeror or subcontractor:
(1)who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries
that discriminate against U.S.firms published by the U.S.T.R.or
(2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such
U.S.T.R.list or
(3)who incorporates in the public works project any product of a foreign country on such U.S.T.R.list;
Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render,in good faith,
the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which is
normally possessed by a prudent person in the ordinary course of business dealings.
The Offeror agrees that,if awarded a contract resulting from this solicitation,it will incorporate this provision for certification without
modification in in all lower tier subcontracts.The contractor may rely on the certification of a prospective subcontractor that it is not a
firm from a foreign country included on the list of countries that discriminate against U.S.firms as published by U.S.T.R,unless the
Offeror has knowledge that the certification is erroneous.
This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined
that the Contractor or subcontractor knowingly rendered an erroneous certification,the Federal Aviation Administration may direct
through the Owner cancellation of the contract or subcontract for default at no cost to the Owner or the FAA.
VETERAN'S PREFERENCE
In the employment of labor(excluding executive,administrative,and supervisory positions),the contractor and all sub-tier
contractors must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered
veterans include Vietnam-era veterans,Persian Gulf veterans,Afghanistan-Iraq war veterans,disabled veterans,and small
business concerns(as defined by 15 U.S.C.632)owned and controlled by disabled veterans. This preference only applies
when there are covered veterans readily available and qualified to perform the work to which the employment relates.
END OF SCHEDULE
H-7
iin�
SCHEDULE I
NEW YORK STATE DEPARTMENT OF TRANSPORTATION REQUIREMENTS
A. Standard Clauses For All New York State Contracts(Appendix A).
The parties to the attached contract,license,lease,amendment or other agreement of any kind(hereinafter,"the contract"or
"this contract") agree to be bound by the following clauses which are hereby made a part of the contract(the word
"Contractor"herein refers to any party other than the State,whether a contractor,licensor,licensee,lessor,lessee,or any
other party)•
1. Executory Clause. In accordance with Section 41 of the State Finance Law,the State shall have no liability under
this contract to the Contractor or to anyone else beyond funds appropriated and available for this contract.
2. Non-Assignment Clause In accordance with Section 138 of the State Finance Law,this contract may not be
assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet, or
otherwise disposed of without the previous consent, in writing, of the State and any attempts to assign the
contract without the State's written consent are null and void. The Contractor may,however,assign its right to
receive payment without the State's prior written consent unless this contract concerns Certificates of
Participation pursuant to Article 5-A of the State Finance Law.
3. Comptroller's Approval. In accordance with Section 112 of the State Finance Law(or,ifthis contract is with the
State University or City University of New York,Section 355 or Section 6218 of the Education Law),if this
contract exceeds$5,000($20,000 for certain S.U.N.Y.and C.U.N.Y.contracts),or if this is an amendment for
any amount to a contract which,as so amended,exceeds said statutory amount,or if,by this contract,the State
agrees to give something other than money,it shall not be valid,effective,or binding upon the State until it has
been approved by the State Comptroller and filed in his office.
4. Worker's Compensation Benefits. In accordance with Section 142 of the State Finance Law,this contract shall
be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of
this contract for the benefit of such employees as are required to be covered by the provisions of the Workers'
Compensation Law.
5. Non-Discrimination Requirements. In accordance with Article 15 of the Executive Law(also known as the
Human Rights Law)and all other State and Federal statutory and constitutional non-discrimination provisions,
the Contractor will not discriminate against any employee or applicant for employment because of race,creed,
color,sex,national origin,age,disability,or marital status. 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 this contract
shall be performed within the State ofNew York,Contractor agrees that neither it nor its subcontractors shall,by
reason of race,creed,color,disability,sex,or national origin: (a)discriminate in hiring against any New York
State citizen who is qualified and available to perform the work;or(b)discriminate against or intimidate any
employee hired for the performance of work under this contract. If this is a building service contract as defined in
Section 230 of the Labor Law,then,in accordance with Section 239 thereof,Contractor agrees that neither it nor
its subcontractors shall,by reason of race,creed,color,national origin,age,sex,or disability: (a)discriminate in
hiring against any New York State citizen who is qualified and available to perform the work: or(b)discriminate
against or intimidate any employee hired for the performance of work under this contract. Contractor is subject to
fines of$50.00 per person per day for any violation of Section 220-e or Section 239 as well as possible
termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation.
6. Wage and Hours Provisions. If this is a public work contract covered by Article 8 of the Labor Law or a building
service contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its
subcontractors may be required or permitted to work more than the number of hours or days stated in said statues,
except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules
issued by the 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.
7. Non-Collusive Bidding Requirement. In accordance with Section 139-d ofthe State Finance Law,if this contract
was awarded based upon the submission of bids,Contractor warrants,under penalty of perjury,that its bid was
arrived at independently and without collusion aimed at restricting competition. Contractor further warrants that,
at the time contractor submitted its bid,an authorized and responsible person executed and delivered to the State
a non-collusive bidding certification on Contractor's behalf.
I-1
F\PROJECT12l l-TOWN OF SOUTHOLD\211016001-APMS\AGREEMENTS\FINAL AGREEMENT DESIGN-LS DOC 09/04
1 ' x I X. ,
8. International Boycott Prohibition. In accordance with Section 220-f of the Labor Law and Section 139-h of the
State Finance Law,if this contract exceeds$5,000,the Contractor agrees,as a material condition ofthe contract,
that neither the Contractor nor any substantially owned or affiliated person,firm,partnership,or corporation has
participated,is participating,or shall participate in an international boycott in violation of the federal Export
Administration Act of 1979(50 USC App.Sections 240,1 et seq.)or regulations thereunder. If such Contractor,
or any of the aforesaid affiliates of Contractor,is convicted or is otherwise found to have violated said laws or
regulations upon the final determination of the United States Commerce Department or any other appropriate
agency of the United States subsequent to the contract's execution,such contract,amendment,or modification
thereto shall be rendered forfeit and void. The contractor shall so notify the State Comptroller within five(5)
business days of such conviction,determination,or disposition of appeal(2 NYCRR 105.4).
9. Set-Off Rights. The State shall have all of its common law and statutory rights of set-off. These rights shall
include,but not be limited to,the State's option to withhold for the purposes of set-off any moneys due to the
Contractor under this contract up to any amounts due and owing to the State with regard to this contract,any
other contract with any State department or agency,including any contract for a term commencing prior to the
term of this 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 the State Comptroller.
10. Records. The Contractor shall establish and maintain complete and accurate books,records,documents,accounts
and other evidence directly pertinent to performance under this contract(hereinafter,collectively"the Records").
The Records must be kept for the balance of the calendar year in which they were made and for six(6)additional
years thereafter. The State Comptroller, the Attorney General, and any other person or entity authorized to
conduct an examination, as well as the agency or agencies involved in this contract, shall have access to the
Records during normal business hours at an office of the Contractor within the State of New York or,if no such
office is available,at a mutually agreeable and reasonable venue within the State,for the term specified above for
the purposes of inspection,auditing and copying. The State shall take reasonable steps to protect from public
disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers Law(the
"Statute")provided that:(i)the Contractor shall timely 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 the Statute is reasonable. Nothing contained herein shall diminish, or in any way
adversely affect,the State's right to discovery in any pending or future litigation.
11. Identifying Information and Privacy Notification:
(a) Federal Employer Identification Number and/or Federal Social Security Number. All invoices or New
York State standard vouchers submitted for payment for the sale of goods or services or the lease of
real or personal property to a New York State agency must include the payee's identification number,
(i.e.,the seller's or lessor's identification number). The number is either the payee's Federal employee
identification number or Federal social security number, or both such numbers when the payee has
both such numbers. Failure to include this number or numbers may delay payment. Where the payee
does not have such number or numbers,the payee,on his invoice or New York State standard voucher,
must give the reason or reasons why the payee does not have such number or numbers.
(b) Privacy Notification.
(1)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 principal purpose for which the information is collected is to enable the State to identify
individuals, businesses, and others who have been delinquent in filing tax returns or may have
understated their tax liabilities and to generally identify persons affected by the taxes administered by
the Commissioner of Taxation and Finance. The information will be used for tax administration
purposes and for any other purpose authorized by law.
(2)The personal information is requested by the purchasing unit of the agency contracting to purchase
the goods or services or lease the real or personal property covered by this contract or lease. The
information is maintained in New York State's Central Accounting System by the Director of State
Accounts,Office of the State Comptroller,AESOB,Albany,New York 12236.
12. Equal Employment Opportunities For Minorities And Women. In accordance with Section 312 of the Executive
Law,if this contract is-(i) a written agreement or purchase order instrument,providing for a total expenditure in
excess of$25,000.00,whereby a contracting agency is committed to expend or does expend 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 agency;or(ii)a written agreement in excess of$100,000.00 whereby a
I-2
09/04
contracting agency is committed to expend or does expend funds for the acquisition,construction,demolition,
replacement,major repair or renovation of real property and improvements thereon;or(iii)a written agreement in
excess of$100,000.00 whereby the 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:
(a)The contractor will not discriminate against employees or applicants for employment because of
race,creed,color,national origin,sex,age,disability,or marital status,and will undertake or continue
existing programs of affirmative action to ensure that minority group members and women are afforded
equal employment opportunities without discrimination. Affirmative action shall mean recruitment,
employment,job assignment,promotion,upgradings,demotion,transfer,layoff,or termination and
rates of pay or other forms of compensation;
(b)at the request of the contracting agency,the Contractor shall request each employment agency,
labor union,or authorized representative of workers with which it has a collective bargaining or other
agreement or understanding,to furnish a written statement that such employment agency,labor union
or representative will not discriminate on the basis of race, creed, color, national origin, sex, age,
disability,or marital status,and that such union or representative will affirmatively cooperate in the
implementation of the contractor's obligations herein;and
(c) the contractor shall state, in all solicitations or advertisements for employees, that, in the
performance of the State 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.
Contractor will include the provisions of"a", "b", and "c", above, in every subcontract over
$25,000.00 for the construction,demolition,replacement,major repair,renovation,planning or design
of real property and improvements thereon(the"Work")except where the Work is for the beneficial
use of the contractor. Section 312 does not apply to. (i)work, goods or services unrelated to this
contract;or(ii)employment outside New York State;or(iii)banking services,insurance policies or the
sale of securities. The State shall consider compliance by a contractor or subcontractor with the
requirements of any federal law concerning equal employment opportunity which effectuates the
purpose of this section. The contracting agency shall determine whether the imposition of the
requirements of the provisions hereof duplicate or conflict with any such federal law and if such
duplication or conflict exists,the contracting agency shall waive the applicability of Section 312 to the
extent of such duplication or conflict Contractor will comply with all duly promulgated and lawful
rules and regulations of the Governor's Office of Minority and Women's Business Development
pertaining hereto.
13. Conflicting Terms. In the event of a conflict between the terms of the contract(including any and all attachments
thereto and amendments thereof)and the terms of this Appendix A,the terms of this Appendix A shall control.
14. Governing Law. This contract shall be governed by the laws of the State of New York except where the federal
supremacy clause requires otherwise.
15. Late Payment. Timeliness of payment and any interest to be paid to Contractor for late payment shall be
governed by Article XI-A of the State Finance Law to the extent required by law.
16. No Arbitration. Disputes involving this contract,including the breach or alleged breach thereof,may not be
submitted to binding arbitration(except where statutorily authorized)but must,instead,be heard in a court of
competent jurisdiction of the State of New York.
17. 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 be registered or certified mail,return receipt
request. Service hereunder shall be complete upon contractor's actual receipt of process or upon the State's
receipt of the return thereof by the United States Postal Service as refused or undeliverable. Contractor must
promptly notify the State,in 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. Contractor will have thirty(30)calendar
days after service hereunder is complete in which to respond.
18. Prohibition on Purchase of Tropical Hardwoods.The Contractor certifies and warrants that all wood products to
be used under this contract award will be in accordance with,but not limited to,the specifications and provisions
of Section 165 of the State Finance Law, (Use of Tropical Hardwoods)which prohibits purchase and use of
tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political
subdivision or public benefit corporation.Qualification for an exemption under this law will be the responsibility
I-3
09/04
of the contractor to establish to meet with the approval of the State.
In addition,when any portion of this contract involving the use of woods,whether supply or installation,is to be
performed by any subcontractor,the prime Contractor will indicate and certify in the submitted bid proposal that
the subcontractor has been informed and is in compliance with specifications and provisions regarding use of
tropical hardwoods as detailed in§165 State Finance Law.Any such use must meet with the approval of the
State;otherwise,the bid may not be considered responsive.Under bidder certifications,proof of qualification for
exemption will be the responsibility of the Contractor to meet with the approval of the State.
19. Macbride Fair Employment Principles.In accordance with the MacBride Fair Employment Principles(Chapter
807 of the Laws of 1992), the Contractor hereby stipulates that the Contractor either (a) has no business
operations in Northern Ireland,or(b)shall take lawful steps in good faith to conduct any business operations in
Northern Ireland in accordance with the MacBride Fair Employment Principles(as described in Section 165 of
the New York State Finance Law),and shall permit independent monitoring of compliance with such principles.
20. Omnibus Procurement Act of 1992. It is the policy of New York State to maximize opportunities for the
participation of New York State business enterprises,including minority and women-owned business enterprises
as bidders,subcontractors and suppliers on its procurement contracts.
Information on the availability of New York State subcontractors and suppliers is available from:
NYS Department of Economic Development
Division for Small Business
30 South Pearl St-7`Floor
Albany,New York 12245
Telephone:518-292-5220
Fax:518-292-5884
littp://www.empire.state.ny.us
A directory of certified minority and women-owned business enterprises is available from: NYS Department of
Economic Development Division of Minority and Women's Business Development 30 South Pearl St--2nd Floor
Albany,New York 12245 Telephone:518-292-5250 Fax:518-292-5803 http://www.empire.state.a.us
The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as applicable,
Contractors certify that whenever the total bid amount is greater than$1 million:a)The Contractor has made
reasonable efforts to encourage the participation of New York State Business Enterprises as suppliers and
subcontractors, including certified minority and women-owned business enterprises, on this project, and has
retained the documentation of these 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 New York State residents of employment opportunities on
this project through listing any such positions with the Job Service Division of the New York State Department of
Labor,or providing such notification in such manner as is consistent with existing collective bargaining contracts
or agreements.The Contractor agrees to document these efforts and to provide said documentation to the State
upon request;and(d)The Contractor acknowledges notice that the State may seek to obtain offset credits from
foreign countries as a result of this contract and agrees to cooperate with the State in these efforts.
21. Reciprocity And Sanctions Provisions. Bidders are hereby notified that if their principal place of business is
located in a country,nation,province,state or political subdivision that penalizes New York State vendors,and if
the goods or services they offer will be substantially produced or performed outside New York State, the
Omnibus Procurement Act 1994 and 2000 amendments(Chapter 684 and Chapter 383,respectively)require that
they be denied contracts which they would otherwise obtain. NOTE: As of May 15, 2002, the list of
discriminatory jurisdictions subject to this provision includes the states of South Carolina,Alaska,West Virginia,
Wyoming, Louisiana and Hawaii. Contact NYS Department of Economic Development for a current list of
jurisdictions subject to this provision.
22. Compliance with New York State Information Security Breach and Notification Act.Contractor shall comply
with the provisions of the New York State Information Security Breach and Notification Act(General Business
Law Section 899-aa;State Technology Law Section 208).
23. Compliance with Consultant Disclosure Law.If this is a contract for consulting services,defined for purposes of
this requirement to include analysis, evaluation, research,training, data processing, computer programming,
engineering,environmental,health,and mental health services,accounting,auditing,paralegal,legal or similar
services,then,in accordance with Section 163(4-g)of the State Finance Law(as amended by Chapter 10 of the
Laws of 2006),the Contractor shall timely,accurately and properly comply with the requirement to submit an
annual employment report for the contract to the agency that awarded the contract,the Department of Civil
Service and the State Comptroller.
24. Procurement Lobbying.To the extent this agreement is a"procurement contract"as defined by State Finance Law
Sections 139 j and 139-k,by signing this agreement the contractor certifies and affirms that all disclosures made
I-4
09/04
i - x
in accordance with State Finance Law Sections 139-j and 139-k are complete,true and accurate.In the event such
certification is found to be intentionally false or intentionally incomplete,the State may terminate the agreement
by providing written notification to the Contractor in accordance with the terms of the agreement.
25. Certification of Registration To Collect Sales And Compensating Use Tax By Certain State Contractors,
Affiliates And Subcontractors. To the extent this agreement is a contract as defined by Tax Law Section 5-a,if
the contractor fails to make the certification required by Tax Law Section 5-a or if during the tern of the contract,
the Department of Taxation and Finance or the covered agency,as defined by Tax Law 5-a,discovers that the
certification,made under penalty of perjury, is false,then such failure to file or false certification shall be a
material breach of this contract and this contract may be terminated, by providing written notification to the
Contractor in accordance with the terms of the agreement,if the covered agency determines that such action is in
the best interest of the State.
END OF SCHEDULE
1-5
09/04