HomeMy WebLinkAboutLump Sum Consultant - FI Airport (2) DENIS NONCARROW Town Hall,53095 Main Road P.O.
TOWN CLERK p1F SQ�� Box 1179
Southold,New York 11971 Fax
REGISTRAR OF VITAL (631) 765-6'j45 Telephone(631)
STATISTICS MARRIAGE OFFICER 765-1800
RECORDS MANAGEMENT a www.southoldtownny.gov
OFFICER FREEDOM OF '
INFORMATION OFFICERUt't•''
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO;. 2026-465 WAS
ADOPTED AT THE REGULAR MEETING-OF THE SOUTHOLD TOWN BOARD ON
MAY 20,2026:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Albert J. Krupski, Jr. to execute the Lump Sum Consultant Agreement between the
Town of Southold and C&S Engineers, Inc. in the amount of$36,550.00 to provide required
bidding, construction administration and observation services for the Primary Wind Cone
Replacement Project for the Fishers Island Elizabeth Field Airport in connection with FAA AIP
No. 3-36-0029-036=2026, NYSDOT No. 0913.XX, subject to the approval of the Town
Attorney, Budget Line SM5610-547950.
Denis Noncarrow
Southold Town Clerk
RESULT: Adopted
MOVER: Justice Stevens
SECONDER: Councilman Mealy
Page 51 of 99
AYES: Councilman Mealy, Justice Stevens, Councilwoman Doherty,
Councilwoman Smith, Councilwoman Suess, Supervisor Krupski, Jr.
NAYES: None_
Page 52 of 99
CATEGORY OF-EMPLOYEES
COST PLUS FIXED FEE
CONSULTANT AGREEMENT
FOR
BIDDING, CONSTRUCTION OBSERVATION & ADMINISTRATION
OF THE
PRIMARY WIND CONE REPLACEMENT
PROJECT
AT
ELIZABETH FIELD AIRPORT
FISHERS ISLAND
TOWN OF SOUTHOLD
SUFFOLK COUNTY, NEW YORK
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FAA AIP NO. 3-36-0029-036-2026
NYSDOT NO. 0913.XX
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 .........................3
ARTICLE4-ENTIRE AGREEMENT.............................................................................................................3
ARTICLE 5-TAXES, ROYALTIES, AND EXPENSES...................................................................................3
ARTICLE6-CONSULTANT LIABILITY.......................................................................................................3
ARTICLE7-LABOR LAW REQUIREMENTS..............................................................................................4
ARTICLE 8-NONDISCRIMINATION PROVISIONS...........................................:.....................................4
ARTICLE 9-WORKER'S COMPENSATION AND LIABILITY INSURANCE..............................................5
ARTICLE 10-ASSIGNMENT REQUIREMENTS.........................................................................................5
ARTICLE11-ADD.ITIONAL SERVICES......................................................................................................6
ARTICLE 12-ABANDONMENT OR AMENDMENT OF PROJECT AND TERMINATION .....................6
ARTICLE13-SUSPENSION OF SERVICES ...............................................................................................7
ARTICLE14-INTERCHANGE OF DATA...................................................................................................8
ARTICLE 15-DISPOSITION OF PROJECT DOCUMENTS .......................................................................8
ARTICLE16-CODE OF ETHICS.................................................................................................................8
ARTICLE 17-INDEPENDENT CONTRACTOR........................................................ ..............................8
ARTICLE 18-PATENT RIGHTS AND COPYRIGHTS.................................................................................9
ARTICLE 19-NEW YORK STATE PARTICIPATION..................................................................................9
ARTICLE 20-FEDERAL PARTICIPATION ....................................................................................................9
ARTICLE21-MISCELLANEOUS................................................................................................................9
ARTICLE 22-SUBCONSULTANTS/SUBCONTRACTORS....................................................................10
ARTICLE23 - FORCE'MAJEURE.............................................................................................................10
ARTICLE24- DISPUTE RESOLUTION...................................................................................................10
SCHEDULEA-SCOPE OF SERVICES.........................................................................................................................................A-1
SCHEDULE B-COST SUMMARY AND FEE SCHEDULE.......................................................................................................B-1
SCHEDULEC-AGREED OVERHEAD.........................................................................................................................................C-1
SCHEDULED-[INTENTIONALLY OMITTED].................................................................................................................................
SCHEDULEE-RESOLUTION........................................................................................................................................................E-1
SCHEDULEF-[I NTENTI ON ALLY OMITTED]....................................................................................;.............................................
SCHEDULE G-CERTIFICATION OF CONSULTANT.............................................................................................................G-1
SCHEDULEH-AIRPORT AID PROGRAM................................................................................................................................H-1
SCHEDULE I-NEW YORK STATE DOT REQUIREMENTS.....................................................................................................I-1
CATEGORY OF EMPLOYEES COST-PLUS FIXED FEE CONSULTANT AGREEMENT
FOR
BIDDING, CONSTRUCTION OBSERVATION &ADMINISTRATION
PROJECT: Primary Wind Cone Replacement
Elizabeth Field Airport
This Agreement, made effective this day of 2026, is by and between the Town of
Southold,a 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").
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
A. Basis for Payment—The SPONSOR shall pay the CONSULTANT,and the CONSULTANT shall accept,as full
compensation forthe performance bythe CONSULTANT of the Basic Services underthis Agreement,the
following:
Item I: Direct labor costs by categories of employees assigned to the Project on a full-time basis for
all or part of the term of this Agreement, plus properly allocable partial Direct labor costs by
categories of employees working part-time on the Project, all subject to audit. Overtime in
accordance with the terms of this Agreement shall be charged under this Item.
The cost of Principals'direct labor costs by category(or allowable portion thereof)included in Direct
labor costs by categories of employees during the period that they are working specifically on the
Project(productive time)are eligible if their comparabletime is also charged directlyto other projects
in the same manner. Otherwise, Principals' direct labor costs by category are only eligible as an
overhead cost.
Item II—Direct Labor Costs by Categories of Employee incurred during the term of this Agreement,
as defined in Schedule(s) "B",which is attached hereto and made a part hereof,all subject to audit.
Direct Labor Costs by Categories of Employee Rates are subject to an annual 3%adjustment. Direct
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Labor Costs by Categories of Employee Rates are based off of January 2026 rates.
Item III—Overhead Allowance based on agreed upon overhead during the term of this Agreement,
as set forth in Schedule "C",which is attached hereto and made a part hereof.
Item IV—Fixed'Fee—A negotiated lump sum fee, which in this Agreement shall equal $4,455.04.
This Fixed Fee is not subject to audit,and is not subject to review or modification unless the SPONSOR
determines that such review or modification is justifiable and advisable.
A summary of the monies due the CONSULTANT under Items I, II, III, and IV is set forth in Schedule(s)
Item V—In the event of any claims being made or actions being brought against the Project, the
CONSULTANT agrees to render assistance to the SPONSOR in responding to the claim or action. Such
assistance,and the costs associated therewith,shall be an Additional Service as described in Article 11
hereof.
B. Partial Payments—The CONSULTANT shall be paid in monthly progress payments based on actual
allowable costs incurred during the month in accordance with Section "A" of this Article. Monthly
invoices shall clearly identify the costs of the services performed. A percentage of the Fixed Fee
described in Section "A", Item IV, of this Article shall be paid with each monthly progress payment.
The percentage to be used in calculating the monthly payment under Section"A",Item IV,shall equal
the ratio of the costs expended during the billing period to the maximum amount payable(exclusive
of Fixed Fee) allocated to fulfill the terms of this Agreement as established herein.
Accounts of the CONSULTANT shall clearly identify the costs of the services performed under this
Agreement based on Direct Labor Costs by Categories of Employee and may be subject to periodic
and final audit bythe SPONSOR,the New York State Department of Transportation(NYSDOT),and the
Federal Aviation Administration (FAA). Such an audit shall not be a condition for making partial
payments.
C. Final Payment—Payment ofthefinal invoice shall be made upon completion and acceptance ofthe
Project by the SPONSOR,the NYSDOT,and the FAA.
The maximum amount payable under this Agreement,including the CONSULTANT's fixed fee,shall be
$36,550.00 unless there is a substantial change in the scope,complexity,character, or duration*of
the Basic Services..
*Duration is applicable to construction observation only.
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 estimated time for completion of the Basic Services under this
Agreement,subject to the provisions of the following paragraph and of Articles 12, 13 and 23 hereof,shall be
as recorded in Schedule(s) "A".
If the SPONSOR fails to make any payment due the CONSULTANTfor 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
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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 set forth in Schedule(s) "A" and compensation set forth in Schedule(s) "B" hereto shall be
equitably adjusted to compensate for the period of suspension.
ARTICLE 3—STANDARD OF CARE, STANDARD PRACTICES,AND REQUIREMENTS
The standard of care for all engineering and related services performed or furnished bythe CONSULTANTunder
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 CONSULTANTwith 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 S—TAXES, ROYALTIES,AND EXPENSES
The CONSULTANT shall pay all taxes, royalties, and expenses incurred by the CONSULTANT in connection with
performing its services under this Agreement, unless otherwise provided in Article 2.
ARTICLE 6—CONSULTANT LIABILITY
To the fullest extent permitted by law, the CONSULTANT shall indemnify the SPONSOR against, and hold-it
harmless from,any suit, action,actual damage,and cost resulting solely from the negligent performance of
services or omission of the CONSULTANT under this Agreement, up to the limits of any available insurance.
Negligent performance of services,within the meaning of this Article,shall include,in addition to negligence
founded upon tort, negligence based upon the CONSULTANT'S failure to meet professional standards and
resulting in obvious or patent errors in the services performed hereunder.
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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,neitherthe
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 bythe 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 WIII include the provisions of Schedules "H" and "I" in every subconsultant agreement,
subcontract, or'purchase order in such a manner that such provisions will be binding upon each
subconsultant,subcontractor,or vendor as to operations to be performed within the State of New York.The
CONSULTANT Will take such action in enforcing such provisions of such subconsultant agreement,subcontract,
or purchase order as the SPONSOR may direct, including sanctions or remedies for non-compliance. If the
CONSULTANT becomes involved in or is threatened with litigation by a subconsultant,subcontractor,orvendor
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.
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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 bytwo(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 forthe 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 forthe coverage described in Subparagraph(3),
which coverages shall be subject to all of the terms, exclusions, and conditions of the applicable policy.
ARTICLE 10—ASSIGNMENT REQUIREMENTS
The CONSULTANT specifically agrees that:
A. It is prohibited from assigning, transferring, conveying, subletting, or otherwise disposing of this
Agreement or of its right,title,or interest herein,or its power to execute this Agreement,to any other
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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 of,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 provisions of Article 11 of this Agreement with respect to Additional
Services shall apply. If the Sponsor abandons the Project, then the provisions of Paragraph 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(30)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 Agreementwill notterminate as
the result of such substantial failure if the party receiving notice begins,within seven(7)days
after receipt of such notice,to correct its failure to perform and proceeds diligently to cure
such failure within thirty (30) days of such receipt; provided that, if and to the extent that
such substantial failure cannot reasonably be cured within such thirty(30)-day period,and if
the party has diligently attempted to cure the failure and thereafter continues diligently to
cure the problem,then the cure period may, in the discretion of the terminating party, be
extended to sixty(60) days after the receipt of notice.
b. By the CONSULTANT upon seven(7)days'written notice if(a)the CONSULTANT believes that it is
being requested by the SPONSOR to perform or furnish services contrary to or in conflict with
the CONSULTANT's responsibilities as a licensed design professional or the standard of care set
forth in Article 3 hereof;or(b)the CONSULTANT'S services are delayed,or suspended for more
than ninety(90)days,consecutively or in the aggregate,for reasons beyond the CONSULTANT'S
control;or(c)the SPONSOR has abandoned,or is considered to have abandoned,the Project.
2. For convenience by the SPONSOR,effective upon the receipt of notice by the CONSULTANT.
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C. PAYMENTS UPON TERMINATION
1. For Cause:
a. Bythe 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
CONSULTANTwill also be paid forthe charges of its subconsultants,subcontractors,orvendors
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" measured from the date of termination,
including fair and reasonable sums for overhead and profit and the costs of terminating the
CONSULTANT's contracts with its subconsultants, subcontractors, or vendors.
2. For convenience
a. 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 forthe charges of
its subconsultants, subcontractors, or vendors who performed or furnished Basic Services
through the effective date of termination.The SPONSOR shall also pay the CONSULTANT for all
unpaid Additional Services and unpaid Reimbursable Expenses, as well as for the
CONSULTANT's reasonable expenses directly attributable to termination in accordance with the
rates for Additional Services set forth in Schedule(s) "B" measured from the date of
termination, including fair and reasonable sums for overhead and profit and the costs of
terminating the CONSULTANT'S contracts with its subconsultants,subcontractors,or vendors.
ARTICLE 13—SUSPENSION OF SERVICES
If the CONSULTANT's services hereunder are delayed or suspended,in whole or in part,bythe SPONSORfor 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 otherthings,reasonable costs incurred bythe CONSULTANT in connection with the delay or suspension
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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, consecutive 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 indemnifythe 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 or credit.
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CACO_CatPFF Agreement.doc 09/11
ARTICLE 18—PATENT RIGHTS AND COPYRIGHTS
Any patentable result arising out of this Agreement,as well as all information,designs,specifications,know-
how,data,and findings,shall be made available without cost to the State of New York or its licensees 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","G",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 2 1—MISCELLANEOUS
A. The CONSULTANT shall require all persons employed to perform services hereunder, including its
subconsultants or subcontractors,vendors,agents,officers,and employees,to complywith applicable
laws in thejurisdiction in which the Project is located.
B. If any provision of this Agreement is held 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 (as modified in writing from time to time by such party), and shall be
given personally; by registered or certified first-class mail, postage prepaid and return receipt
requested; by facsimile transmission, with confirmation of receipt; or by a, nationally-recognized
overnight courier service,with proof of receipt. Notice shall be effective upon the date of receipt.For
purposes of this Agreement,failure or refusal to accept receipt shall constitute receipt nonetheless.
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FAProject\211-TOWN OF SOUTHOLD\211022001-Airfield Lighting,Signage&NAVAID Rehab\Agreements\Bidding-CACO Wind Cone\OB8 Primary Wind Cone—Biddin,
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Either party may change its address for notice by giving notice to the other in accordance with the
terms of this paragraph.
E. This Agreement,and the interpretation and enforcement of the provisions hereof,is governed bythe
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
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 underthis
Agreement nor give rise to any claim for damage, if and to the extent such delay or failure is caused by
occurrences or events beyond the control of the party affected, including, but not limited to, acts of God;
expropriation or confiscation of facilities or compliance with any order or request of government authority,
affecting to a degree not presently existing,the supply,availability,or use of personnel or equipment;loss of
utility services; blizzard;flood;fire; labor unrest;strikes;war;riot;or any cause the party is unable to prevent
with reasonable diligence.A party who is prevented from performing for any reason shall immediately notify
the other in writing of the reason for the nonperformance and the anticipated extent of any delay.
Additionally, if the delay 'resulting from any of the foregoing increases the cost of or time required by
Consultant to perform its services hereunder in an orderly and efficient manner, then Consultant shall be
entitled to an equitable adjustment in schedule and/or compensation.
ARTICLE 24—DISPUTE RESOLUTION
A. 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 the following paragraph.
The thirty-day(30).period may be extended upon mutual agreement of the'parties.
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B. If any dispute cannot be resolved pursuant to the above paragr;iph,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 medi 3tor, to be selected by the parties
jointly, prior to a party initiating a legal action against the othe 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.
IN WITNESS WHEREOF,this Agreement has been executed by the SPONSOR, sting 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 abo e-written;subject to the approval
of the Commissioner of the NYSDOT,the State Comptroller,and the FAJL
SPONSOR CONSULTANT
Fishers Island Ferry District C&S Engine , Inc.
By C of By_ 216
Geor a B.Cook John F. Frazee,—P.E.
Title: District Manager Title: Chief Enaireer
Date. (� f(� Date: 4/27/202
Town of Southold
By:.
&-
Hon.Albert J. Krupski Jr.
Title: Town Supervisor
Date: �a
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rAPmjecA21I-TOWN OF SOLT'HOLM211022001-Airfield Lighting.Signegc 2 NAVAID Rehab:AgrminmatBiddin@-CACO Wi d Conekogg Primary Wind Conc giddin
CACO_CatPFF Agteement.do, 09111
I
SCHEDULE A
SCOPE OF SERVICES
Project Title: Primary Wind Cone Replacement
Airport Name: Elizabeth Field Airport'(098)
Sponsor: Town of Southold Fishers Island Ferry District
Services Provided: Bidding, Construction Administration and Observation Services
Contract Type: Cost Plus Fixed Fee, Based on Average Rate Schedule
PROJECT DESCRIPTION:
The CONSULTANT shall provide required bidding, construction administration and observation
services for the Primary Wind Cone Replacement Project (the "Project"). The Project will be
performed and constructed by the Town of Southold — Fishers Island Ferry District with grant
assistance from the Federal Aviation Administration (FAA) Airport Improvement Program (AIP)
and New York State Department of Transportation (NYSDOT).
The proposed project generally includes the replacement of the existing primary wind cone
with a new LED illuminated wind cone. Work will include removing the existing primary wind
cone and foundation, installing a new LED illuminated wind cone on a new concrete foundation.
A new power disconnect enclosure will be installed on the new concrete foundation shared
with the wind cone. Existing airfield lighting cable will be replaced in existing conduit or duct
bank back to the electrical vault, with approximately 50 LF of new conduit and cable required.
The Engineer's estimate of construction cost for the base bid is approximately $108,000.
ANTICIPATED CONSTRUCTION SCHEDULE
FAA AIP Funding,Grant Issued May 2026
.Contract Execution June 2026
Construction Notice to Proceed September 2026
Construction Closeout Complete December 2026
TASK 1 — BID PHASE
The Bid Phase is that time frame between completion of the design process and beginning of
actual construction when the SPONSOR publicly advertises and receives bids, awards contracts
to the lowest responsible bidder, and executes a construction contract to perform the work
with the successful contractor(s). The CONSULTANT shall assist the SPONSOR during this Phase as
required.
Page 1 of 10
The specific services to be provided or furnished for this Phase of the Project are the following:
1.1 Thebidding.and award schedule is anticipated to be as follows:
Anticipated
Completion Date
Public Bidding (Advertisement) February 2026
Bid Opening March 2026
Award Recommendation/Concurrence April 2026'
1.2 Assist the Sponsor in the advertisement of the Project and issuance of bid documents.
1.3 Receive and respond as required to questions from potential bidders regarding the
Contract Documents.
1.4 Schedule and conduct pre-bid conference(s) by the Sponsor and advise the Sponsor
on matters relating to design. Prepare meeting minutes of the pre-bid conference(s).
1.5 Prepare addenda to the bid documents after advertisement and prior to bidding as
required upon the Sponsor's approval.
1.6 Upon receipt of bids, perform bid reviews. The bid review shall include items such as a
check of the contractor's bid extensions, bid security, execution of bid, non-collusive
bidding certificate, EEO certification, statement of surety's intent, addenda receipt, buy
American certificate, subcontractors and supplier's list, Disadvantaged Business
Enterprise (DBE) certification, eligibility certification, corporate bidder's certification,
non-discrimination statement and non-segregated facilities certificate. Request
evidence of competency and evidence of financial responsibility from the contractor.
Review contractor's list of personnel, list of equipment and financial statement. Formal
contact of the contractors references shall be made upon SPONSOR's request or if
contractor has no past working relationship with CONSULTANT, SPONSOR, FAA, or
NYSDOT.
1.7 Prepare a final bid tabulation, recommendation/rejection of award to the SPONSOR,
and a sample award letter. Request concurrence of award from the FAA and NYSDOT.
1.8 Upon award of contract, prepare conformed copies of contracts; coordinate
contractor's execution of contract; review contractor's bonds, insurance certificates,
and DBE plan; review contractor's submission with Sponsor; coordinate Sponsor's
execution of the contract; and assist in distributing paper and/or electronic copies of
executed contracts to the contractor, FAA and NYSDOT.
Page 2 of 10 .
TASK 2- PROJECT MANAGEMENT
3.1 Project Management
The CONSULTANT will manage and direct its staff and subconsultants for the duration of
the construction project and required closeout period. The Project Manager will serve
as the point of contact with SPONSOR and/or SPONSOR's designated representative and
the CONSULTANT Team and provide timely dissemination of information, direction and
reporting to and from SPONSOR, FAA and others as directed by SPONSOR for the successful
production, technical quality and schedule performance of this scope of services.
Perform project management duties such as project planning, budget evaluation,
invoice preparation, and schedule coordination.
3.1.1 Communication with SPONSOR
Communicate with SPONSOR regularly. Assume (1) hour weekly (3 weeks) of
Project Manager communication by email, phone,video, and/or conference calls.
3.1.2 Coordinate with Design and Construction Observation Team
Coordinate with the construction administration team including a kickoff meeting
and periodic one-hour conference calls with all task leaders (3 total meetings).
Attendees include 3 from C&S.
3.1.3 Monthly Invoice Preparation
Perform invoice preparation monthly (3 months).
3.1.4 Schedule Coordination
Provide continued coordination so that Project schedules are met by the
CONSULTANT team.
3.1.5 FAA Coordination
Provide coordination assistance with updating the airport master record and
airport diagram based on new taxiway nomenclature.
3.2 Progress Reports
The CONSULTANT will provide the following reports at the frequency stated;
3.2.1 FAA Form 5370-1 Construction Progress and Inspection Report
Monthly(1 Total) FAA Form 5370-1 Construction Progress and Inspection Reports
will be completed and submitted to the SPONSOR.
3.2.2 Project Status Reports
Monthly (3 months) progress reporting in writing to SPONSOR outlining the status
of the work effort relative to the scope, schedule and budget. Issues affecting
Page 3 of 10
the progress and corrective actions necessary will be identified and
implemented as appropriate.
3.3 Document"Management and Record Keeping
The CONSULTANT Will utilize electronic construction applications for document
management and project record keeping. The CONSULTANT will provide software training
for SPONSOR's project manager and other staff who need to utilize the "e" construction
applications.
3.3.1 Document Management
All project documents relating to Reporting, Design Directives, Submittals and
Shop Drawings, Requests for Information,Test Results and Payrolls will be posted
and stored on Doc Express, a web-based document management application.
And will be made available to appropriate SPONSOR staff.
3.3.2 Item Administration
Daily Construction ,Record Keeping will be conducted on Appia, a web-based
Construction Administration Application. Appia will be the location where
Engineer's Diaries, Daily Inspection Reports, Change Orders, Progress Payments
are developed and Material Certifications are stored.
3.3.3 Photo Management
All project photos documenting daily construction activities shall be taken by
construction observation staff will be uploaded to Appia and be made available
to appropriate SPONSOR staff.
3.3.4 Licensing
The CONSULTANT will provide all licenses and any necessary training for use of Doc
Express and Appia to all stakeholders.
3.3.5 Document Sto rage.Locations
"� , 'kk.�"?rx' ;,�`t S � c t 3 £ �Ye*�'e�w � �' � � %`.,�st- ,+'z,`�'�hf^,�„�-.�� •
�ttetn .�� �'" ,,�a �: �'� � � � Ex •ress.w..�; A ta;.,`�
Meeting Minutes •
Weekly Pro ress Reports •
Project Schedule •
Monthly FAA Reports •
Shop Drawings •
Change Directives and Updated Plans •
Page 4 of 10
Subcontracts •
Subcontractor Payment Forms •
Certified Payrolls •
Wage Rate Interviews •
Project Closeout •
RPR's Daily Reports with Field Measurements •
Material Certifications •
Project Payments •
Change Orders •
Progress Photos •
Record Plans and O & M Manuals •
3.4 Meetings
The following meetings with anticipated attendance are included. Meetings are as
follows:
Est Chief Constr RPR Il ti
#of Mfg f En F, S r51,
Y
MeetFn
Preconstruction
Kickoff Meeting 1 1 x x x
Preconstruction 1 1 x x x
Construction
Progress 1 1 x x x
Post
Construction
Final Inspection 1 1 1 x x x
v. Consultant shall attend the meeting virtually
P. Consultant shall attend meeting in person.
When appropriate, meetings will be held at a location acceptable by the SPONSOR. In
addition, the CONSULTANT Will schedule all meetings on MS Teams to allow for online
attendance. The CONSULTANT will prepare and distribute minutes to all meeting
attendees.
TASK 3- CONSTRUCTION ADMINISTRATION
Construction Contract Administration includes the following services:
4.1 Coordinate and assist SPONSOR with issuance of Notice to Proceed to contractor for
construction.
Page 5 of 10
4.2 Provide consultation and advice to SPONSOR during construction including matters
related to FAA compliance and regulations. The CONSULTANT will Support SPONSOR in
conversations with the FAA ADO.
4.3 Review, approve, or take other appropriate action on Contractor-required shop
drawings, product data, catalog cuts, and samples. CONSULTANT will prepare a shop
drawing/submittal log and responsibility matrix that defines primary and secondary
responsibility for review of submittals by the design team. Shop Drawings and responses
to be uploaded to Doc Express.
4.4 Review alternative construction methods proposed by the Contractor and advise the
SPONSOR of the impact of these methods and provide a recommendation on the schedule
and quality of the Project.
4.5 Prepare supplemental drawings and change orders necessary to execute the work
properly within the intended scope. Assist SPONSOR in resolving contractor claims and
disputes.
4.6 Provide interpretation of the Contract Document requirements and advise the
Contractor of these on behalf of SPONSOR when necessary.
4.7 Review and respond to Contractor submitted Request For Information (RFIs) and upload
responses on Doc Express.
4.8 Review operations and maintenance (O&M) manuals submitted by the Contractor.
Manuals will be reviewed for completeness before turning over to, the SPONSOR.
4.9 Furnish the SPONSOR one reproducible set of the record drawings in CAD and PDF format
for the completed Project taken from the annotated record drawings prepared by the
Resident Project Representative (RPR) based upon Contractor-provided information.
4.10 Conduct final inspections of the completed Project with SPONSOR personnel, the FAA,
and the Contractor. Develop and distribute a punch-list for each pre-final and final
inspection.
4.11 Issue certificates of construction substantial completion to SPONSOR, the FAA and
NYSDOT at the end of construction.
4.12 The CONSULTANT shall aid the SPONSOR b actin as its rant coordinator with the FAA. In
Y 9 9
addition, the CONSULTANT shall assist SPONSOR in the preparation of paperwork required
to secure funding.The specific services to be provided are the following:
Page 6 of 10
4.12.1 Preparation of ACIP Packages for the project; coordination of their execution
by the sponsor; and submission to the funding agencies
• 1 hour per ACIP package for Senior Program Coordinator
• 1 hour per ACIP application package for Assistant Grants Administrator
• 1 hour per ACIP application package for Chief Engineer
4.12.2 Preparation of pre-application packages for the project;, coordination of their
execution by the SPONSOR; and submission to the funding agencies.
• 1 hours per pre-application package for Senior Program Coordinator
• 1 hour per pre-application package for Assistant Grants Administrator
• 1 hour per pre-application package for Chief Engineer
4.12.3 Preparation of grant application packages for the project; coordination of their
execution by the SPONSOR; and submission to the funding agencies.
• 1 hour per grant application package for Senior Grants Administrator
• 1 hour per grant application package for Assistant Grants Administrator
• 1 hour per grant application package for Chief Engineer
4.12.4 Prepare quarterly progress reports for submission to the FAA.
• 1 year of quarterly progress reports at 2 hours per year for Assistant Grants
Administrator.
4.12.5 Prepare Annual Federal Financial Reports for submission to the FAA.
• 1 year of Annual Federal Financial Reports at 2 hours per year for Assistant
Grants Administrator.
4.12.6 Preparation of reimbursement request packages; coordination of their
execution by the SPONSOR; and submission to the funding agencies.
• 1 reimbursement request packages at 1 hour per reimbursement package
for Senior Grants Administrator.
• 1 reimbursement request packages at 2 hours per reimbursement package
for Assistant Grants Administrator.
4.12.7 Preparation of the FAA and State Agency grant closeout package for this
project.
2 Hour for Senior Program Coordinator
• 2 Hour for Assistant Grants Administrator
Page 7 of 10
4.12.8 Preparation of Disadvantage Business Enterprise (DBE) required annual Uniform
Report of DBE Accomplishments as required by recipients of FAA Airport
Improvement Program funds, including a Shortfall Analysis, as needed, to the
SPONSOR and FAA for this design project. Preparation of the SPONSOR's DBE plan
and DBE goal is not included in this project.
• 1 year of DBE accomplishments at 2 hour per year for'Grants Administrator.
4.12.9 Monitoring of DBE participation and DBE monthly payments for life of the
project.
• 1 hour per month for 2 month for the DBE participation for Grants
Administrator.
TASK 4- CONSTRUCTION OBSERVATION
The CONSULTANT will provide the necessary qualified full-time staff for the duration of the
construction project and closeout to:
5.1 Maintain project records utilizing the e-Construction applications as listed in Task-1
PROJECT MANAGEMENT.
5.2 Observe the work to determine general conformity with the Contract Documents and to
ascertain the need for correction or rejection of the Work. The activities of the Resident
Project Representative (RPR) staff or the presence of any of them at a
construction/Project site shall not relieve Contractor nor make CONSULTANT responsible
for, Contractor's obligations, duties, and responsibilities, including, but not limited to,
construction means, methods, sequences, techniques, or procedures necessary for
performing, superintending, or coordinating the Work in accordance with the Contract
Documents.
Anticipated days on site for RPR staff is provided in the tables below for each year of
construction. It is anticipated that the Contractor will conduct operations six(6) days per
week, ten (10) hours per day. Maximum contract allowable on-site,construction duration
is 7 calendar days.
Page
Pre-Construction
Title No. of Days Hours per Day Task Hours
Construction 1 4 4
Supervisor
Chief Engineer 2 8 16
Staff Engineer 1 8 8
RPR II 1 4 4
Grants Admin 1 8 8
Senior Technical Admin 1 8 8
Construction—7 Calendar Days
Title No. of Days Hours per Day Task Hours
Construction 3 2 6
Supervisor
Chief Engineer 3 2 6
RPR II(10 hr days) 3 10 30
Grants Admin 2 4 8
Senior Technical Admin 2 4 8
Post-Construction
Title No.of Days Hours per Day Task Hours
Construction 1 4 4
Supervisor
Chief Engineer 1- 4 4
Staff Engineer 1 8 8
RPR II 1 4 4
Grants Admin 2 4 8
Senior Technical Admin 2 4 8
Roundtrip Travel — Roundtrips between Syracuse, NY and Project Site, (12) Hours each RT
Construction
Title Round Trip Hours per Round Trip Task Hours
RPR II 1 12 12
Post-Construction
.Title Round Trip Hours per Round Trip Task Hours
Construction 1 12 12
Supervisor
5.3 The lead RPR will serve as the airfield closure coordinator for the project.This will include
coordination of all airfield closures with SPONSOR for each work area, coordination of
reopening work areas with SPONSOR after SPONSOR approves work area to be opened,
serving as the primary contact to monitor visitors to the project work areas, and
Page 9 of 10
coordination with other non-project related activities in the project work areas. The lead
RPR will also be the 24-hour contact for the construction administration and observation
team.
5.4 Arrange for, conduct, or witness field, laboratory, or shop tests of construction materials
as required by the plans and specifications for the Project; monitor the suitability of
materials on the Project site or brought to the Project site to be, used in construction;
interpret the contract plans and specifications and check the construction activities for
general compliance with the design intent; measure, compute, or check quantities of
Work performed and quantities of materials in-place for partial and final payments to
the Contractor.
Prepare and submit inspection reports of construction activity and problems
encountered as required by SPONSOR and the FAA.
5.5 Prepare, review, and approve monthly Progress Payments and Final Payments to
Contractor.
5.6 Perform an orderly closeout of the Project as required by the SPONSOR, the FAA, and
NYSDOT. This shall include the project test record book, test summary, project photo
summary, FAA monthly project reports, FAA project summary letter and archiving of
project records.
ASSUMPTIONS
1) It is anticipated that bidding documents will be prepared .electronically, they will be
advertised and available for download through a dedicated website maintained by the
Engineer. The Engineer shall monitor access to the website and generate a list of plan
holders.
2) Construction will progress in the phases defined in the Construction Safety and Phasing
Plan.
3) No construction testing services are anticipated or included.
4) No construction survey services are anticipated or'included.
5) The Construction start and end dates are consistent with dates shown in this scope of
services.
END SCHEDULE A
Page 10 of 10
COTS
l
ARCHITECTURAL/ENGINEERING
COST SUMMARY
SCHEDULE ";B"
DESIGNPHASE
CONST OBS/ADMIN PHASE
PROJECT NAME: Primary Wind Cone Replacement DATE: 30-Mar-26
PROJ DESCRIPTION: Replace Primary Wind Cone with new LED wind cone and concrete base A/E: C&S ENGINEERS,INC.
PROJECT NO: 211.022.002
CLIENT: TOWN OF SOUTH OLD/FISHERS ISLAND FERRY DISTRICT C&S CONTACT: J.FRAZEE,P.E.
CLIENT LEAD: David McCall
I. ESTIMATE OF DIRECT SALARY COSTS: MAXIMUM AVERAGE
RATE OF PAY RATE OF PAY ESTIMATED ESTIMATED
TITLE ($/HR) ($/HR) @ HOURS COST
A. President $168.00 $152.50 X 0 = $0.00
B. Operations Manager $142.00 $129.00 X 0 = $0.00
C. Vice President $139.00 $126.00 X 0 = $0.00
D. Service Group Manager $121.00 $109.50 X 0 = $0.00
E. Department Manager $105.00 $95.00 X 0 = $0.00
F. Senior Principal Engineer $102.00 $92.00 X 0 = $0.00
G. Principal Engineer $98.00 $89.00 X 0 = $0.00
H. Managing Engineer $97.00 $87.50 X 0 = $0.00
I. Chief Engineer $101.00 $91.50 X 34 = $3,111.00
J. Senior Project Engineer $80.00 $72.00 X 0 = $0.00
K. Project Engineer $70.00 $63.56 X 0 = $0.00
L. Engineer $62.00 $56.00 X 0 = $0.00
M. Staff Engineer $54.00 $48.50 X 40 = $1,940.00
N. Principal Architect $106.00 $96.00 X 0 = $0.00
0. Chief Architect $75.00 $68.00 X 0 = $0.00
P. Managing Architect $81.00 $73.00 X 0 = $0.00
Q. Senior Project Architect $65.00 $58.50 X 0 = $0.00
R. Project Architect $59.00 $53.00 X 0 = $0.00
S. Architect $57.00 $51.50 X 0 = $0.00
T. Interior Designer $59.00 $53.00 X 0 = $0.00
U. Program Manager $71.00 $64.00 X 0 = $0.00
V. Senior Project Landscape Architect $64.00 $58.00 X 0 = $0.00
W. Managing Environmental Scientist $72.00 $65.00 X 0 = $0.00
X. Senior Project Environmental Scientist $60.00 $54.00 X 0 = $0.00
Y. Project Environmental Scientist $51.00 $46.00 X 0 = $0.00
Z. Environmental Scientist $44.00 $40.00 X 0 = $0.00
AA. Field Technician $36.00 $30.00 X 0 = $0.00
AB. Chief Designer $65.00 $58.50 X 0 = $0.00
AC. Senior Project Designer $64.00 $57.50 X 0 = $0.00
AD. Project Designer $54.00 $49.00 X 0 = $0.00
AE. Senior Designer $53.00 $47.50 X 0 = $0.00
AF. Designer $42.00 $38.00 X 0 = $0.00
AG. Designer Technician $39.00 $35.00 X 0 = $0.00
AH. Designer Technician OT $58.50 $52.50 X 0 = $0.00
Al. Senior Program Coordinator $60.00 $54.00 X 8 = $432.00
AJ. Program Coordinator $50.00 $45.00 X 0 = $0.00
B-1
I. ESTIMATE OF DIRECT SALARY COSTS(CONT.): MAXIMUM AVERAGE
RATE OF PAY RATE OF PAY ESTIMATED ESTIMATED
TITLE ($/HR) ($/HR) @ HOURS COST
AK. Grants Administrator $43.00 $38.50 X 16 = $616.00
AL. Assistant Grants Administrator $40.00 $36.00 X 0 = $0.00
AM. Program Director $118.00 $107.00 X 0 = $0.00
AN. Managing Director $105.00 $95.00 X 0 = $0.00
AO. Director $91.00 $82.00 X 0 = $0.00
AQ. Associate Director,Terminal $107.00 $97.00 X 0 = $0.00
AR. Principal Consultant $77.00 $70.00 X 0 = $0.00
AS. Senior Consultant $64.00 $S8.00 X 0 = $0.00
AT. Consultant $S5.00 $50.00 X 0 = $0.00
AU. Construction Principal Engineer $104.00 $94.00 X 0 = $0.00
AV. Construction Supervisor $80.00 $72.50 X 20 = $1,450.00
AW. Resident Project Representative IV $79.00 $71.00 X 0 = $0.00
AX. Resident Project Representative III $64.00 $58.00 X 0 = $0.00
AY. Resident Project Representative III OT $96.00 $87.00 X 0 = $0.00
AZ. Resident Project Representative II $58.00 $S2.00 X 36 = $1,872.00
BA. Resident Project Representative II OT $87.00 $78.00 X 6 = $468.00
BB. Resident Project Representative I $S3.00 $48.00 X 0 = $0.00
BC. Resident Project Representative I OT $79.50 $72.00 X 0 = $0.00
BD. Construction Project Engineer $47.00 $42.00 X 0 = $0.00
BE. Construction Project Engineer OT $70.50 $63.00 X 0 = $0.00
BF. Resident Engineer $79.00 $71.00 X 0 = $0.00
BG. Chief Inspector $62.00 $55.50 X 0 = $0.00
BH. Senior Inspector $59.00 $53.50 X 0 = $0.00
BI. Inspector $50.00 $45.00 X 0 = $0.00
BJ. Construction Manager $72.00 $65.00 X 0 = $0.00
BK. Senior Project Manager $70.00 $63.00 X 0 = $0.00
BL. Project Manager $68.00 $61.00 X 0 = $0.00
BM. Senior Project Planner $53.00 $47.50 X 0 = $0.00
BN. Planner $43.00 $38.50 X 0 = $0.00
BO. Office Engineer $66.00 $60.00 X 0 = $0.00
BP. Technical Administrator $42.00 $38.00 X 0 = $0.00
BQ. Senior Technical Administrator $53.00 $48.00 X 24 = $1,152.00
BR. Project Coordinator $S1.00 $45.50 X 0 = $0.00
BS. Director of BIM Services $84.00 $76.00 X 0 = $0.00
BT. BIM Services Manager $62.00 $56.00 X 0 = $0.00
BU. Civil CAD Manager $90.00 $81.00 X 0 = $0.00
BV. GIS Analyst $54.00 $49.00 X 0 = $0.00
BW. Office Coordinator $41.00 $37.00 X 0 = $0.00
BX. Intern $36.00 $30.00 X 0 = $0.00
TOTAL ESTIMATED DIRECT SALARY COST: $11,041.00
H. OVERHEAD EXPENSES&PAYROLL BURDEN PER SCHEDULE"C"-
(AGREED OVERHEAD EXPRESSED AS A PERCENTAGE
OF DIRECT SALARY COST): 169.00% $18,659.29
III. SUBTOTAL OF ITEMS I&II: $29,700.29
B-2
CI
IV. ESTIMATE OF DIRECT EXPENSES:
A. TRAVEL,BY AUTO:
2 TRIPS @ 620 MILES/TRIP @ $0.725 = $899.00
B. TRAVEL,ON SITE,BY AUTO:
4 DAYS @ 5 MILES/DAY @ $0.725 = $14.50
C. TOLLS
2 TRIPS @ $30.00 = $,60.00
D. TRAVEL,BY FERRY:
4 TRIPS @ 1 PERSONS @ $105.00 = $420.00
E. MEALS AND LODGING:
4 DAYS @ 1 PERSONS @ $241.00 = $9,64.00
F. MISCELLANEOUS: _ $37.17
TOTAL ESTIMATE OF DIRECT EXPENSES: $2,394.67
V. FIXED FEE(PROFIT,LUMP SUM):
A. LABOR PLUS OVERHEAD: 15% (OF III.) $4,455,04
B. DIRECT EXPENSES: 0% (OF IV.) $0.00
TOTAL FIXED FEE: $4,455.04
VI. TOTALS:
A. MAXIMUM TOTAL COST FOR SERVICES,AGREEMENT TOTAL&FAA ELIGIBLE: $36.550.00
Ili
B-3
SCHEDULE "C"
CSS ENGINEERS,INC
2023 AGREED OVERHEAD
SALARY OVERHEAD{PAYROLL BURDEN} ALLOWABLE COST. %OF DIRECT
LABOR.
Salary&Wages $16,526,3017 . 56%
Payroll Taxes $3,900,412 13%
WC Insurance $242,677 1%
Employee Benefits $4,564,840 15%
TOTAL SALARY OVERHEAD $25,234,23,6 86%
GENERAL&ADMINISTRATIVE OVERHEAD
Administrative services provided by parent $11,467,063 39%
OfficeExpenses $2,001,462 711/o
Office Supplies& Equipment Leases $3,921,119 13%
Travel &Auto Expenses $1,008,284 3%
Professional'fees $66,798 00/0
Insurance $417,299 1%
Depreciation $634,291.' 2%
Rent ,Janitorial,& Maintenance $2,788,827 90/0
Repair& Maintenance $658,751� 2%
Utilities $223,769'1 1%
Telephone &Internet $566,95& 2%
Dues, sunscriptions and licenses $207,643 1%
Workshops, Seminars, & Education $277,808, 1%
Current tax expense $502,632 2%
TOTAL GENERAL&ADMINISTRATIVE $24,742,704 84%
TOTAL OVERHEAD $49,976,940 170%
TOTAL DIRECT LABOR $29,480,6s7
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SCHEDULE E
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SCHEDULE G
CERTIFICATION OF CONSULTANT
I hereby certify that I am the Department Manager of the Eastern Region Aviation Department and a duly
authorized representative of the firm of C&S Engineers, Inc.,whose address is 499 Col. Eileen Collins Blvd.,
Syracuse, New York, 13212 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(otherthan 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 FAA 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.
4/27/26
Date Pa rick M. Hlu enski, P.E.
Department Manager
END OF SCHEDULE
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SCHEDULE H
AIRPORT AID PROGRAM
A/E SERVICES REQUIRED FEDERAL CONTRACT PROVISIONS
For purposes of this schedule the term"Consultant"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 Consultant must maintain an acceptable cost accounting system.The Consultant 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 Consultant which are directly pertinent to the specific contract for the purpose of making audit,
examination,excerpts and transcriptions.The Consultant 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 Consultant or its sub-consultants 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 Consultant written notice that describes the nature of the breach and corrective actions the Consultant must
undertake in order to avoid termination of the contract.Sponsor reserves the right to withhold payments'to Consultant until such time
the Consultant corrects the breach or the Sponsor elects to terminate the contract.The Sponsor's notice will identify a specific date by
which the Consultant must correct the breach.Sponsor may proceed with termination of the contract if the Consultantfails to correctthe
breach by the 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
In all its activities within the scope of its airport program,the Consultant agrees to comply with pertinent statutes,Executive Orders,and
such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall,on the grounds
of race,color,national origin,creed,sex,age,or disability be excluded from participating in any activity conducted with or benefiting from
Federal assistance.
This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.
The above provision binds the Consultant and its subconsultants from the bid solicitation period through the completion of the contract.
CIVIL RIGHTS—TITLE VI ASSURANCES.
Title VI Solicitation Notice:
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),28 CFR§
50.3,and 49 CFR Part 21, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this
advertisement,all contractors will be afforded full opportunity to submit bids in response to this invitation,and will not be discriminated
against on the grounds of the owner's race,color,national origin,sex,creed,age,or disability in consideration for an award.
Title VI List of Pertinent Nondiscrimination Ads and Authorities
During the performance of this contract,the Consultant,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 abut 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)including amendments thereto;
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,(42 U.S.C. §4601) (prohibits unfair
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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(Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial
Assistance);
• The Age Discrimination Act of 1975,as amended(42.U.S.C.§6101 et seq.)(prohibits discrimin• ation on the basis of age);
Airport and Airway Improvement Act of 1982(49 U.S.C.§47123),as amended(prohibits discrimination based on race,creed,
color,national origin,or sex);
• The Civil Rights Restoration Act of 1987(P.L.100-259)(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(42 U.S.C.§12101,et seq)(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)as implemented by U.S.Department of Transportation regulations at 49 CFR Parts 37 and 38;
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).
Compliance with Nondiscrimination Requirements
During the performance of this contract,the Consultant,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 Acts 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.Nondiscrimination:The Contractor,with regard to the work performed by it during the contract,will not discriminate on
the grounds of race,color, national origin), creed,sex, age, or disability 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 Nondiscrimination Acts and Authorities,including employment practices when the contract
covers any activity,project,or program set forth in Appendix B of 49 CFR part 21 including amendments thereto.
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 Nondiscrimination Acts and Authorities 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.
S.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 orthe 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.
CLEAN AIR AND WATER POLLUTION CONTROL
Consultant agrees to comply with all applicable standards,orders,and regulations issued pursuant to the Clean Air Act(42 USC H 7401-
7671 q)and the Federal Water Pollution Control Act as amended(33 USC H 1251-1387).The Consultant 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.
Consultant must include this requirement in all subcontracts that exceed$150,000.
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CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS
1.Overtime Requirements.
No Consultant or sub-consultant 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 anyworkweek 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)of this clause,the Consultant and any sub-consultant responsible
therefor shall be liable for the unpaid wages.In addition,such Consultant and sub-consultant 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)of this clause,in the sum of$33 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)of this clause.
3.Withholding for Unpaid Wages and Liquidated Damages.
The Federal Aviation Administration (FAA) 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 moneys payable on account of work performed by
the Consultant or sub-consultant under any such contract or any other Federal contract with the same prime Consultant,or any other
federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime Consultant,
such sums as may be determined to be necessary to satisfy any liabilities of such Consultant or sub-consultant for unpaid wages and
liquidated damages as provided in the clause set forth in paragraph(2)of this clause.
4.Sub-consultants.
The Consultant or sub-consultant shall insert in any subcontracts the clauses set forth in paragraphs(1)through(4)and also a clause
requiring the sub-consultant to include these clauses in any lower tier subcontracts.The prime Consultant shall be responsible for
compliance by any sub-consultant or lower tier sub-consultant with the clauses set forth in paragraphs(1)through(4)of this clause
CERTIFICATION OF OFFERER/BIDDER REGARDING DEBARMENT
By submitting a bid/proposal under this solicitation,the Consultant 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 CONSULTANTS REGARDING DEBARMENT
The Consultant,by administering each lower tier subcontract that exceeds$2S,000 as a"covered transaction",must confirm 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 Consultant 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 Certification of Offeror/Bidder Regarding Debarment,above.
3. Inserting a clause or condition in the covered transaction with the lower tier contract.
If the Federal Aviation Administration 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 (for Contracts covered by a DBE Program)
Contract Assurance(49 CFR 4 26.13)-The Consultant,subrecipient or sub-consultant shall not discriminate on the basis of race,color,
national origin,or sex in the performance of this contract The Consultant shall carry out applicable requirements of 49 CFR part 26,
including any amendments thereto,in the award and administration of DOT-assisted contracts.Failure by the Consultant 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,which may include,but is not limited to:
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1) Withholding monthly progress payments;
2) Assessing sanctions;
3) Liquidated damages;and/or
4) Disqualifying the Consultant from future bidding as non-responsible.
Prompt Payment(49 CFR§26.29)—The prime Consultant agrees to pay each sub-consultant under this prime contract for satisfactory
performance of its contract no later than 7 days from the receipt of each payment the prime Consultant receives from Sponsor.The prime
Consultant agrees further to return retainage payments to each sub-consultant within 7 days after the sub-consultant'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[Name of Recipient].This clause applies to both DBE and non-DBE sub-consultants.
Termination of DBE Subcontracts(49 CFR§26.53(f))—The prime Consultant must not terminate a DBE sub-consultant explicitly listed
in this agreement(or an approved substitute DBE firm)without prior written consent of the Sponsor.This includes,but is not limited to,
instances in which the prime Consultant seeks to perform work originally designated for a DBE sub-consultant with its own forces or
those of an affiliate,a non-DBE firm,or with another DBE firm.
The prime Consultant shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless the
Consultant obtains written consent of the Sponsor.Unless the Sponsor consent is provided,the prime Consultant shall not be entitled to
any payment for work or material unless it is performed or supplied by the listed DBE.
The Sponsor may provide such written consent only if the Sponsor agrees,for reasons stated in the concurrence document,that the
prime Consultant has good cause to terminate the DBE firm.For purposes of this paragraph,good cause includes the circumstances listed
in 49 CFR§26.53.
Before transmitting to the Sponsor its request to terminate and/or substitute a DBE sub-consultant,the prime Consultant must give
notice in writing to the DBE sub-consultant,with a copy to the Sponsor,of its intent to request to terminate and/or substitute,and the
reason for the request.
The prime Consultant must give the DBE five days to respond to the prime Consultant's notice and advise the Sponsorand the Consultant
of the reasons,if any,why it objects to the proposed termination of its subcontract and why the Sponsor should not approve the prime
Consultant's action.If required in a particular case as a matter of public necessity(e.g.,safety),the Sponsor may provide a response
period shorter than five days.
In addition to post-award terminations,the provisions of this section apply to preaward deletions of or substitutions for DBE firms put
forward by offerors in negotiated procurements.
TEXTING WHEN DRIVING
In accordance with Executive Order 13S13,"Federal Leadership on Reducing Text Messaging While Driving",(10/1/2009)and DOT Order
3902.10,"Text Messaging While Driving",(12/30/2009),the Federal Aviation Administration 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 subgrant.
In support of this initiative,the Sponsor encourages the Consultant 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 Consultant must include the substance of this clause in all sub-tier contracts
exceeding$10,000 that involve driving a motor vehicle in performance of work activities associated with the project.
PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE,SERVICES OR
EQUIPMENT
Consultant and Sub-consultant agree to comply with mandatory standards and policies relating to use and procurement of certain
telecommunications and video surveillance services or equipment in compliance with the National Defense Authorization Act[Public
Law 115-232§889(f)(1)1.
FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE)
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All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201,et seq,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 Consultant has full responsibility to monitor compliance to the referenced statute or regulation.The Consultant 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,orcooperative 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,subgrants,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.The employer must provide a work environment that is free from recognized hazards that
may cause death or serious physical harm to the employee.The employer retains full responsibility to monitor its compliance and their
sub-consultant's compliance with the applicable requirements of the Occupational Safety and Health Act of 1970(29 CFR Part 1910).The
employer 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 Sponsor in any resulting invention as established by 37 CFR part401,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 37 CFR§401.14.Consultant must include this requirement
in all sub-tier contracts involving experimental,developmental,or research work.
CERTIFICATION OF OFFERER/BIDDER REGARDING TAX DELINQUENCY AND FELONY
CONVICTIONS
The applicant represents that it is()is not(✓)a corporation that has any unpaid Federal tax liability that has been assessed,for
which all judicial and administrative remedies have been exhausted or have lapsed,and that is not being paid in a timely manner
pursuant to an agreement with the authority responsible for collecting the tax liability.
The applicant represents that it is()is not(✓)is not a corporation that was convicted of a criminal violation under any Federal
law within the preceding 24 months.
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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 Consultant.Upon receipt of the notice of termination,except as explicitly directed by the
Sponsor,the Consultant must immediately discontinue all services affected.
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.
Sponsoragrees to makejust and equitable compensation to the Consultantfor 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.
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 makejust 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 Project 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 forthe 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 land 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 Sponsorand to receive full payment for
all services performed or furnished in accordance with this Agreement and alljustified reimbursable expenses incurred by the
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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—
1) 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(USTR);
2) has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a
foreign country included on the list of countries that discriminate against U.S.firms as published by the USTR;and
3) has not entered into any subcontract for any product to be used on the Federal project that is produced in a foreign country
included on the list of countries that discriminate against U.S.firms published by the USTR.
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 USC§1001.
The Offeror/Consultant must provide immediate written notice to the Sponsor if the Offeror/Consultant learns that its certification orthat
of a sub-consultant was erroneous when submitted or has become erroneous by reason of changed circumstances.The Consultant must
require sub-consultants provide immediate written notice to the Consultant 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 sub-consultant:
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 USTR;or,
2) whose sub-consultants are owned or controlled by one or more citizens or nationals of a foreign country on such USTR list;or
3) who incorporates in the public works project any product of a foreign country on such USTR 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 Consultant 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 all lower tier subcontracts.The Consultant may rely on the certification of a prospective sub-consultant 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 USTR,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 Consultant or sub-consultant knowingly rendered an erroneous certification,the Federal Aviation Administration(FAA)may direct
through the Sponsor cancellation of the contract or subcontract for default at no cost to the Sponsor or the FAA.
VETERAN'S PREFERENCE
In the employment of labor(excluding executive,administrative,and supervisory positions),the Consultant and all sub-tier Consultants
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 USC§
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.
CERTIFICATION REGARDING DOMESTIC PREFERENCES FOR PROCUREMENTS
The Bidder or Offeror certifies by signing and submitting this bid or proposal that,to the greatest extent'practicable,the Bidder or
Offeror has provided a preference for the purchase,acquisition,or use of goods,products,or materials produced in the United
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States(including,but not limited to,iron,aluminum,steel,cement,and other manufactured products)in compliance with 2 CFR§
200.322.
PROHIBITION OF COVERED UNMANNED AIRCRAFT SYSTEMS (UAS)
The Consultant certifies that they are aware of and comply with relevant Federal statutes and regulations,including those from the
Federal Aviation Administration(FAA),for operating unmanned aircraft systems(UAS)in accordance,and in compliance with all
related requirements in the FAA Reauthorization Act of 2024(Public Law 118-63),section 936(49 U.S.C.§44801 note).
Consultant warrants that all UAS operations will be conducted in full compliance with all applicable Federal Aviation Administration
(FAA)regulations,including but not limited to 14 CFR Part 107,and any other applicable local,state,or Federal laws and regulations.
Sponsors and subgrant recipients cannot use AIP grant funds to enter into,extend,or renew a contract related to covered
unmanned aircraft systems(UAS).This includes both procurement and operational contracts,as well as contracts with entities that
operate such systems.
ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS
(a)Definitions.As used in this clause—
Program participation means membership or participation in,or access or admission to:training,mentoring,or leadership
development programs;educational opportunities;clubs;associations;or similar opportunities that are sponsored or established by
the Consultant or subconsultant.
Racially discriminatory diversity,equity,and inclusion(DEI)activities means disparate treatment based on race or ethnicity in the
recruitment,employment(e.g.,hiring,promotions),Page 9 of 10 contracting(e.g.,vendor agreements),program participation,or
allocation or deployment of an entity's resources. -
(b)In connection with the performance of work under this contract,the Consultant agrees as follows:
(1) The Consultant will not engage in any racially discriminatory DEI activities.
(2) The Consultant will furnish all information and reports,including providing access to books,records,and accounts,as
required by the Contracting Officer,for purposes of ascertaining compliance with this clause.
(3) In the event of the Consultant's or a subconsultant's noncompliance with this clause,this contract may be canceled,
terminated,or suspended in whole or in part,and the Consultant or subconsultant may be declared ineligible for further
Government contracts.
(4) The Consultant will report any subconsultant's known or reasonably knowable conduct that may violate this clause to the
Contracting Officer and take any appropriate remedial actions directed by the Contracting Officer.
(5) The Consultant will inform the Contracting Officer if a subconsultant sues the Consultant and the suit puts at issue,in any
way,the validity of this clause.
(6) The Consultant recognizes that compliance with the requirements of this clause are material to the Government's payment
decisions for purposes of 31 U.S.C.3729(b)(4).(c)
The Consultant must include the substance of this clause,including this paragraph(c),in subcontracts at any tier,including those for
commercial products and commercial services,for which the place of delivery or performance is in the United States.
END OF SCHEDULE
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SCHEDULEI
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 parry other than the State,whether a contractor,licenser,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 State's
previous written consent,and attempts to do so are null and void. Notwithstanding the foregoing,such prior written consent of an
assignment of a contract let pursuant to Article XI of the State Finance Law may be waived at the discretion of the contracting agency and
with the concurrence of the State Comptroller where the original contract was subject to the State Comptroller's approval,where the
assignment is due to a reorganization,merger or consolidation of the Contractor's business entity or enterprise.The State retains its right
to approve an assignment and to require that any Contractor demonstrate its responsibility to do business with the State.The Contractor
may,however,assign its right to receive payments without the State's prior written consent unless 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,if this 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$50,000(or the minimum
thresholds agreed to by the Office of the State Comptroller 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 when the value or reasonably estimated value of such consideration exceeds$25,000,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. Comptroller's approval of contracts let
by the Office of General Services is required when such contracts exceed$85,000(State Finance Law§ 163.6-a).However,such pre-
approval shall not be required for any contract established as a centralized contract through the Office of General Services or for a
purchase order or other transaction issued under such centralized contract.
4.WORKERS'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.
S.NON-DISCRIMINATION REQUIREMENTS. To the extent required by 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 Contractorwill not discriminate
against any employee or applicant for employment,nor subject any individual to harassment,because of age,race,creed,color,national
origin,sexual orientation,gender identity or expression,military status,sex,disability,predisposing genetic characteristics,familial status,
marital status,or domestic violence victim status or because the individual has opposed any practices forbidden under the Human Rights
Law or has filed a complaint,testified,or assisted in any proceeding under the Human Rights Law. 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 of New 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 statutes,except as otherwise provided in the Labor Law and as set forth in
prevailing wage and supplement schedules issued by the State Labor Department. Furthermore,Contractor and its subcontractors must
pay.at least the prevailing wage rate and pay or provide the prevailing supplements,including the premium rates for overtime pay,as
determined by the State Labor Department in accordance with the Labor Law. Additionally,effective April 28,2008,if this is a public work
contract covered by Article 8 of the Labor Law,the Contractor understands and agrees that the filing of payrolls in a manner consistent
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with Subdivision 3-a of Section 220 of the Labor Law shall be a condition precedent to payment by the State of any State approved sums
due and owing for work done upon the project.
7.NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the State Finance Law,if this contract was awarded
based upon the submission of bids,Contractor affirms,under penalty of perjury,that its bid was arrived at independently and without
collusion aimed at restricting competition. Contractor further affirms 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.
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 of the contract,that neitherthe 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 2401 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,equitable and statutory rights of set-off. These rights shall include,but
not be limited to,the State's option to withhold for the purposes of set-off any moneys due to the Contractor under 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 keptfor 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)Identification Number(s). Every invoice or New York State Claim
for Payment submitted to a New York State agency by a payee,for payment for the sale of goods or services or for transactions(e.g.,
leases,easements,licenses,etc.)related to real or personal property must include the payee's identification number.The number is any
or all of the following:(i)the payee's Federal employer identification number,(ii)the payee's Federal social security number,and/or(iii)
the payee's Vendor Identification Number assigned by the Statewide Financial System. Failure to include such number or numbers may
delay payment.Where the payee does not have such number or numbers,the payee,on its invoice or Claim for Payment,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 the Statewide Financial System by the Vendor Management Unitwithin
the Bureau of State Expenditures,Office of the State Comptroller,110 State Street,Albany„New York 12236.
12.EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance with Section 312 of the Executive Law
and 5 NYCRR Part 143,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 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 ordoes expend funds
for the acquisition,construction,.demolition,replacement,major repair or renovation of real property and improvements thereon for such
project,then the following shall apply and by signing this agreement the Contractor certifies and affirms that it is Contractor's equal
employment opportunity policy that:
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(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,shall make and document its conscientious and active efforts to employ and utilize minority group
members and women in its work force on State contracts 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.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 clause. 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 Department of Economic
Development's Division 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 11-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 competentjurisdiction 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.by registered or certified mail, return receipt requested. Service hereunder shall be
complete upon Contractor's actual receipt of process or upon the State's receipt of the return thereof by the United States Postal Service
as refused or undeliverable. Contractor must promptly notify the State,in writing,of each and every change of address to which service
of process can be made. Service by the State to the last known address shall be sufficient. 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 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.
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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
Albany,New York 12245
Telephone: 518-292-5100
Fax: 518-292-5884
email:ooa@esd.ny.gov
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
633 Third Avenue
New York,NY 10017
212-803-2414
email:mwbecertification(@esd.ny.gov
https://ny.newnycontracts.com/FrontEnd/VendorSearchPublic.asr)
The Omnibus Procurement Act of 1992(Chapter 844 of the Laws of 1992,codified in State Finance Law§ 139-i and Public Authorities Law
§2879(3)(n)—(p))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,codified in State Finance Law§165(6)and Public Authorities Law§2879(5)))require that they be
denied contracts which they would otherwise obtain. NOTE: As of October 2019,the list of discriminatoryjurisdictions subject to this
provision includes the states of South Carolina,Alaska,West Virginia,Wyoming,Louisiana and Hawaii.
22.COMPLIANCE WITH BREACH NOTIFICATION AND DATA SECURITY LAWS. Contractor shall comply with the provisions of the
New York State Information Security Breach and Notification Act(General Business Law§899-aa and State Technology Law§208)and
commencing March 21,2020 shall also comply with General Business Law§899-bb.
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§§139 j and
139-k,by signing this agreement the contractor certifies and affirms that all disclosures made in accordance with State Finance Law§§
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.
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To the extent this agreement is a contract as defined by Tax Law§5-a,if the contractor fails to make the certification required by Tax Law
§5-a or if during the term 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.
26. IRAN DIVESTMENT ACT. By entering into this Agreement,Contractor certifies in accordance with State Finance Law§165-a
that it is not on the"Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act
of 2012"("Prohibited Entities List")posted at:https•//ogs nygov/list-entities-determined-be-non-responsive-biddersofferers-
pu rs ua nt-nys-i ra n-d ivestme nt-act-2012
Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited Entities List.
Contractor agrees that should it seek to renew or extend this Contract,it must provide the same certification at the time the Contract is
renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be required to certify that it is not on the
Prohibited Entities List before the contract assignment will be approved by the State.
During the term of the Contract,should the state agency receive information that a person(as defined in State Finance Law§165-a)is in
violation of the above-referenced certifications,the state agency will review such information and offer the person an opportunity to
respond. If the person fails to demonstrate that it has ceased its engagement in the investment activity which is in violation of the Act
within 90 days after the determination of such violation,then the state agency shall take such action as may be appropriate and provided
for by law,rule,or contract,including,but not limited to,imposing sanctions,seeking compliance,recovering damages,or declaring the
Contractor in default.
The state agency reserves the right to reject any bid, request for assignment,renewal or extension for an entity that appears on the
Prohibited Entities List prior to the award,assignment,renewal or extension of a contract,and to pursue a responsibility review with
respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award.
27.ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding the best evidence rule or any,other legal principle or rule of
evidence to the contrary,the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence
at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract,in the form approved
by the State Comptroller,if such approval was required,regardless of whether the original of said contract is in existence.
END OF SCHEDULE
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..COVER SHEET FOR DOCUMENTS
MAY 2 9 2026
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SENT TO:
Sent by: ASSISTANT T/A, JULIE M. MCGIVNEY
ASSISTANT T/A BENJAMIN JOHNSON
ASSISTANT T/A KAYLA GRIFFIN
CONFIDENTIAL SECRETARY,, AMY SCHLACHTER.
Type of Agreement :
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