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4.03 4.3 Grants\DEC Salt Grant—Live Edge Snow Plow Salt Brine Spreader-LG Village&Others—Local Match&—Sign Grant Agreement-10-15-18 RESOLUTION AUTHORIZING PARTICIPATION IN NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION GRANT PROGRAM WITH LAKE GEORGE VILLAGE AND OTHER MUNICIPALITIES - VILLAGE OF LAKE GEORGE REGIONAL ROAD SALT DEICING REDUCTION PROJECT RESOLUTION NO.: ,2018 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, David Wick, Executive Director of the Lake George Park Commission, has advised that the Town of Queensbuiy has an opportunity to participate with the Village of Lake George serving as Lead Agency and five (5) other municipalities in a $200,000 New York State Department of Environmental Conservation Grant Program entitled "DECO 1-CO0523GG- 33500000 Village of Lake George Regional Road Salt Deicing Reduction Project" whereby each municipality will receive certain plowing and salt brine spreading and storage equipment, including the Town of Queensbuiy receiving one (1) "Live Edge" Tuck Maxx Plow and Brine Equipment, and WHEREAS, a local "match" to the Grant award is required, such match to come in the form of cash contributions from the local municipalities and/or other associations of non-profit organizations, in this case, such contribution being in the amount of $5,000 each fiom the participating municipalities, including the Town of Queensbuly, and $10,000 each from the Lake George Association and Fund for Lake George, and WHEREAS, the Town Board believes that this Grant Program will benefit the Lake George Watershed Basin and Town of Queensbury residents, and therefore the Town Board wishes to authorize participation in the Grant project, execution of a Grant Agreement with New York State and its$5,000 local match,and WHEREAS, a copy of a proposed Grant Agreement has been presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes the Town of Queensbuiy's participation with the Village of Lake George and five (5) other municipalities in a $200,000 New York State Department of Environmental Conservation Grant Program entitled "DECO 1-000523GG-335000OO Village of Lake George Regional Road Salt Deicing Reduction Project" whereby the Town of Queensbury will receive one (1) "Live Edge" Truck Maxx Plow and Brine Equipment, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs that its matching funds in the amount of$5,000 shall be paid fiorn Highway Fund Misc. Cbntractual Account No.: 004- 5142-4400, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to execute the Grant Agreement substantially in the form presented at this meeting or in form to be acceptable to Town Counsel, the Town Supervisor and/or the Town Budget Officer and any other associated documentation, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor, Town Highway Superintendent and/or the Town Budget Officer to take any other actions necessary to effectuate the terms of this Resolution. Duly adopted this 15"'day of October,2018, by the following vote: AYES NOES ABSENT : LG Village/DEC 200k Salt Grant - 2018 Plow Equipment (www.Metaipless.com ) Town Live-Edge Plows Village 1 PickupMaxx LG 2 TruckMaxx Bolton 1 TruckMaxx (plus one more purchased by Town) Queensbury 1 TruckMaxx Hague 1 TruckMaxx with Wing Ticonderoga 1 TruckMaxx Washington Cty --- Brine Equipment Town Brine Equipment Village 2-3000 gallon tanks, 1-1000 tank, 1 small sander LG 1-1000 gallon brine sprayer Bolton 1-3000 gallon tank, 1-1000 tank Queensbury 1-1000 gallon brine sprayer, 1-3000 gallon tanks, 1-1000 tank Hague 1-300 gallon brine sprayer,2-3000 gallon tanks, 1-1000 tank Ticonderoga 1-300 gallon brine sprayer,2-3000 gallon tanks, 1-1000 tank Washington Cty 1-300 gallon brine sprayer STATE OF NEW YORK MASTER CONTRACT FOR GRANTS FACE PAGE STATE AGENCY(Name&Address): BUSINESS UNIT/DEPT.ID: DECO] Department of Environmental Conservation CONTRACT NUMBER: DECO 1-CO0523GG-3350000 625 Broadway CONTRACT TYPE: Albany,NY 12233-1080 Q Multi-Year Agreement QSimplified Renewal Agreement XQ Fixed Term Agreement CONTRACTOR SFS PAYEE NAME: TRANSACTION TYPE: LAKE GEORGE VILLAGE OF XD New 0 Renewal QAmendment CONTRACTOR DOS INCORPORATED NAME: PROJECT NAME: Village of Lake George Village of Lake George Regional Road Salt Deicing Reduction project CONTRACTOR IDENTIFICATION NUMBERS: AGENCY IDENTIFIER: NYS Vendor ID Number: 1000002243 Federal Tax-ID Number: 146002271 CFDA NUMBER(Federally Funded Grants Only): DUNS Number(if applicable): 054316930 CONTRACTOR PRIMARY MAILING ADDRESS: CONTRACTOR STATUS: PO BOX 791 LAKE GEORGE,NY 12845 ❑ For Profit EX Municipality,Code: 520444632560 ❑ Tribal Nation CONTRACTOR PAYMENT ADDRESS: Individual ❑X Check if same as primary mailing address ❑ Not-for-Profit Charities Registration Number: CONTRACT MAILING ADDRESS: ❑X Check if same as primary mailing address Exemption State/Code: Q Sectarian Entity Contract Number:# DECOI-CO0523GG-3350000 Pagel of 3 Master Grant Contract,Face Page STATE OF NEW YORK MASTER CONTRACT FOR GRANTS FACE PACE CURRENT CONTRACT TERM: CONTRACT FUNDING AMOUNT (Multi-year-enter total projected amount of the contract; From: 01/01/2018 To: 01/01/2020 Fixed Term/Simplified Renewal-enter current period amount): CURRENT CONTRACT PERIOD: CURRENT: $200,000.00 From: 01/01/2018 To: 01/01/2020 AMENDED TERM: AMENDED: From: To: FUNDING SOURCE(S) AMENDED PERIOD: ® State ❑ Federal From: To: ❑ Other FOR MULTI-YEAR AGREE11ENTS ONLY-CONTRACT AND FUNDING AMOUNT.• (Out years represents projected funding amounts) # CURRENT PERIOD CURRENT AMOUNT AMENDED PERIOD AMENDED AMOUNT 1 2 3 4 5 Contract Number:# DEC01-CO0523GG-3350000 2 of 3 Master Grant Contract,Face Page STATE OF NEW YORK MASTER CONTRACT FOR GRANTS FACE PAGE ATTACHMENTS PART OF THIS AGREEMENT: Attachment A: ® A-1 Program Specific Terms and Conditions ❑ A-2 Federally Funded Grants Attachment B: ® B-1 Expenditure Based Budget ❑ B-2 Performance Based Budget ❑ B-3 Capital Budget ❑ B-4 Net Deficit Budget ❑ B-I (A)Expenditure Based Budget(Amendment) ❑ B-2(A)Performance Based Budget(Amendment) ❑ B-3 (A)Capital Budget(Amendment) ❑ B-4(A)Net Deficit Budget(Amendment) Attachment C:Work Plan Attachment D:Payment and Reporting Schedule Other: Attachment E Contract Number:# DECO I-000523GG-3350000 3 of 3 Master Grant Contract,Face Page IN WITNESS THEREOF,the patties hereto have electronically executed or approved this Master Contract on the dates below their signature. In addition,I,acting in the capacity as Contractor,certify that I am the In addition,the party below certifies that it has verified the electronic signing authority,or have been delegated or designated formally as the signature of the Contractor to this Master Contract. signing authority by the appropriate authority or officials,and as such I do agree,and I have the authority to agree,to all of the terms and STATE AGENCY: conditions set forth in the Master Contract,including all appendices and attachments.I understand that(i)payment of a claim on this Master Department of Environmental Conservation Contract is conditioned upon the Contractor's compliance with all applicable conditions of participation in this program and(if am acting in the capacity as a not-for profit Contractor)the accuracy and completeness of information submitted to the State of New York through By: Nancy Lussier the Gateway vendor prequalification process and(ii)by electronically indicating my acceptance of the terms and conditions of the Master Contract,I certify that(a)to the extent that the Contractor is required to register and/or file reports with the Office of Attorney General's Charities Bureau("Charities Bureau"),the Contractor's registration is Printed Name current,all applicable reports have been filed,and the Contractor has no outstanding requests from the Charities Bureau relating to its filings and Title: Director,Division of Management and Budget Services (b)all data and responses in the application submitted by the Contractor are true,complete and accurate.I also understand that use of my assigned User ID and Password on the State's contract management system is Q6/05/2018 equivalent to having placed my signature on the Master Contract and Date: that I am responsible for any activity attributable to the use of my User ID and Password.Additionally,any information entered will be considered to have been entered and provided at my direction.I further certify and agree that the Contractor agrees to waive any claim that this electronic record or signature is inadmissible in court,notwithstanding the choice of law provisions. CONTRACTOR: LAKE GEORGE VILLAGE OF By: Robert Blais Printed Name Title: Mayor Date: 06/01/2018 ATTORNEY GENERAL'S SIGNATURE STATE COMPTROLLER'S SIGNATURE APPROVED AS TO FORM By: Benjamin Maggi By: Randolph McConnach Printed Name Printed Name Title: Assistant Attorney General Title:Contract Management Specialist 3 Date: 06/05/2018 Date:06/13/2018 Contract Number:# DECO 1-000523GG-3350000 Page I of 1,Master Contract for Grants Signature Page STATE OF NEW YORK MASTER CONTRACT FOR GRANTS This State of New York Master Contract for Grants (Master Contract) is hereby made by and between the State of New York acting by and through the applicable State Agency(State) and the public or private entity (Contractor) identified on the face page hereof(Face Page). WITNESSETH: WHEREAS, the State has the authority to regulate and provide funding for the establishment and operation of program services, design or the execution and performance of construction projects, as applicable and desires to contract with skilled parties possessing the necessary resources to provide such services or work, as applicable; and WHEREAS, the Contractor is ready, willing and able to provide such program services or the execution and performance of construction projects and possesses or can snake available all necessary qualified personnel, licenses, facilities and expertise to perform or have performed the services or work, as applicable, required pursuant to the terms of the Master Contract; NOW THEREFORE, in consideration of the promises, responsibilities, and covenants herein, the State and the Contractor agree as follows: STANDARD TERMS AND CONDITIONS I. GENERAL PROVISIONS A. Executory Clause: In accordance with Section 41 of the State Finance Law, the State shall have no liability under the Master Contract to the Contractor, or to anyone else, beyond funds appropriated and available for the Master Contract. B. Required Approvals: In accordance with Section 112 of the State Finance Law (or, if the Master Contract is with the State University of New York (SUNY) or City University of New York (CUNY), Section 355 or Section 6218 of the Education Law), if the Master Contract exceeds $50,000 (or $85,000 for contracts let by the Office of General Services, or the minimum thresholds agreed to by the Office of the State Comptroller (OSC) for certain SUNY and CUNY contracts), or if this is an amendment for any amount to a contract which, as so amended, exceeds said statutory amount including, but not limited to, changes in amount, consideration, scope or contract term identified on the Face Page (Contract Term), it shall not be valid, effective or binding upon the State until it has been approved by, and filed with, the New York Attorney General Contract Approval Unit (AG) and OSC.If, by the Master Contract, the State agrees to give something other than money when the value or reasonably estimated value of such consideration exceeds $10,000, it shall not be valid, effective or binding upon the State until it has been approved by, and filed with, the AG and OSC. Budget Clianges: An amendment that would result in a transfer of funds among program activities or budget cost categories that does not affect the amount, consideration, scope or other terms of such contract may be subject to the approval of the AG and OSC where the amount of such modification is, as a portion of the total value of the contract, equal to or greater than ten percent for contracts of less than five million dollars, or five percent for contracts of more than Contract Number:# DECO 1-000523GG-3350000 Page 1 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) five million dollars; and, in addition, such amendment may be subject to prior approval by the applicable State Agency as detailed in Attachment D (Payment and Reporting Schedule). C. Order of Precedence: In the event of a conflict among (i) the terms of the Master Contract (including any and all attachments and amendments) or (ii) between the terms of the Master Contract and the original request for proposal, the program application or other attachment that was completed and executed by the Contractor in connection with the Master Contract, the order of precedence is as follows: 1. Standard Terms and Conditions 2. Modifications to the Face Page 3. Modifications to Attachment A-21, Attachment B, Attachment C and Attachment D 4. The Face Page 5. Attachment A-22, Attachment B, Attachment C and Attachment D 6. Modification to Attachment A-1 7. Attachment A-1 8. Other attachments, including, but not limited to, the request for proposal or program application D. Funding: Funding for the term of the Master Contract shall not exceed the amount specified as "Contract Funding Amount" on the Face Page or as subsequently revised to reflect an approved renewal or cost amendment. Funding for the initial and subsequent periods of the Master Contract shall not exceed the applicable amounts specified in the applicable Attachment B form (Budget). E. Contract Performance: The Contractor shall perform all services or work, as applicable, and comply with all provisions of the Master Contract to the satisfaction of the State. The Contractor shall provide services or work, as applicable, and meet the program objectives summarized in Attachment C (Work Plan) in accordance with the provisions of the Master Contract, relevant laws, rules and regulations, administrative, program and fiscal guidelines, and where applicable, operating certificate for facilities or licenses for an activity or program. F. Modifications: To modify the Attachments or Face Page, the parties mutually agree to record, in writing, the terms of such modification and to revise or complete the Face Page and all the appropriate attachments in conjunction therewith. In addition, to the extent that such modification meets the criteria set forth in Section I.B herein, it shall be subject to the approval of the AG and To the extent that the modifications to Attachment A-2 are required by Federal requirements and conflict with other provisions of the Master Contract,the modifications to Attachment A-2 shall supersede all other provisions of this Master Contract. See Section I(V). To the extent that the terms of Attachment A-2 are required by Federal requirements and conflict with other provisions of the Master Contract,the Federal requirements of Attachment A-2 shall supersede all other provisions of this Master Contract. See Section I(V). Contract Number:# DECO 1-000523GG-3350000 Page 2 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) OSC before it shall become valid, effective and binding upon the State. Modifications that are not subject to the AG and OSC approval shall be processed in accordance with the guidelines stated in the Master Contract. G. Governing Law: The Master Contract shall be governed by the laws of the State of New York except where the Federal Supremacy Clause requires otherwise. H. Severability: Any provision of the Master Contract that is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof; provided, however, that the parties to the Master Contract shall attempt in good faith to reform the Master Contract in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. I. Interpretation: The headings in the Master Contract are inserted for convenience and reference only and do not modify or restrict any of the provisions herein. All personal pronouns used herein shall be considered to be gender neutral. The Master Contract has been made under the laws of the State of New York, and the venue for resolving any disputes hereunder shall be in a court of competent jurisdiction of the State of New York. J. Notice: 1. All notices, except for notices of termination, shall be in writing and shall be transmitted either: a) by certified or registered United States mail, return receipt requested; b) by facsimile transmission; c) by personal delivery; d) by expedited delivery service; or e) by e-mail. 2. Notices to the State shall be addressed to the Program Office designated in Attachment A-1 (Program Specific Terms and Conditions). 3. Notices to the Contractor shall be addressed to the Contractor's designee as designated in Attachment A-1 (Program Specific Terms and Conditions). 4. Any such notice shall be deemed to have been given either at the time of personal delivery or, in the case of expedited delivery service or certified or registered United States mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of facsimile transmission or e-mail, upon receipt. 5. The parties may, from time to time, specify any new or different e-mail address, facsimile number or address in the United States as their address for purpose of receiving notice under the Contract Number:# DECO 1-000523GG-3350000 Page 3 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) Master Contract by giving fifteen (15) calendar days prior written notice to the other party sent in accordance herewith. The parties agree to mutually designate individuals as their respective representatives for the purposes of receiving notices under the Master Contract. Additional individuals may be designated in writing by the parties for purposes of implementation, administration,billing and resolving issues and/or disputes. K. Service of Process: In addition to the methods of service allowed by the State Civil Practice Law & Rules (CPLR), Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon Contractor's actual receipt of process or upon the State's receipt of the return thereof by the United States Postal Service as refused or undeliverable. Contractor must promptly notify the State, in writing, of each and every change of address to which service of process can be made. Service by the State to the last known address shall be sufficient. The Contractor shall have thirty (30) calendar days after service hereunder is complete in which to respond. L. Set-Off Rights: The State shall have all of its common law, equitable, and statutory rights of set-off. These rights shall include, but not be limited to, the State's option to withhold, for the purposes of set-off, any moneys due to the Contractor under the Master Contract up to any amounts due and owing to the State with regard to the Master Contract, any other contract with any State department or agency, including any contract for a term commencing prior to the term of the Master Contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies, or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set- off pursuant to an audit, the finalization of such audit by the State Agency, its representatives, or OSC. M. Indemnification: The Contractor shall be solely responsible and answerable in damages for any and all accidents and/or injuries to persons (including death) or property arising out of or related to the services to be rendered by the Contractor or its subcontractors pursuant to this Master Contract. The Contractor shall indemnify and hold harmless the State and its officers and employees from claims, suits, actions, damages and cost of every nature arising out of the provision of services pursuant to the Master Contract. N. Non-Assignment Clause: In accordance with Section 138 of the State Finance Law, the Master Contract may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet, or otherwise disposed of without the State's previous written consent, and attempts to do so shall be considered to be null and void. Notwithstanding the foregoing, such prior written consent of an assignment of a contract, let pursuant to Article XI of the State Finance Law, may be waived at the discretion of the State Agency and with the concurrence of OSC, where the original contract was subject to OSC's approval, where the assignment is due to a reorganization, merger, or consolidation of the Contractor's business entity or enterprise. The State retains its right to approve an assignment and to require that the merged contractor demonstrate its responsibility to do business with the State. The Contractor may, however, assign its right to receive payments without the State's prior written consent unless the Master Contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law. O. Legal Action: No litigation or regulatory action shall be brought against the State of New York, the State Agency, or against any county or other local government entity with funds provided under the Master Contract. The term "litigation" shall include commencing or threatening to commence a lawsuit,joining or threatening to join as a party to ongoing litigation, or requesting any relief from Contract Number:# DECO1-000523GG-3350000 Page 4 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) any of the State of New York, the State Agency, or any county, or other local government entity. The term "regulatory action" shall include commencing or threatening to commence a regulatory proceeding, or requesting any regulatory relief from any of the State of New York, the State Agency, or any county, or other local government entity. P. No Arbitration: Disputes involving the Master Contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily authorized), but must, instead, be heard in a court of competent jurisdiction of the State of New York. Q. Secular Purpose: Services performed pursuant to the Master Contract are secular in nature and shall be performed in a manner that does not discriminate on the basis of religious belief, or promote or discourage adherence to religion in general or particular religious beliefs. R. Partisan Political Activity and Lobbying: Funds provided pursuant to the Master Contract shall not be used for any partisan political activity, or for activities that attempt to influence legislation or election or defeat of any candidate for public office. S. Reciprocity and Sanctions Provisions: The Contractor is hereby notified that if its principal place of business is located in a country, nation, province, state, or political subdivision that penalizes New York State vendors, and if the goods or services it offers shall be substantially produced or performed outside New York State, the Omnibus Procurement Act 1994 and 2000 amendments (Chapter 684 and Chapter 383, respectively) require that it be denied contracts which it would otherwise obtain.3 T. Reporting Fraud and Abuse: Contractor acknowledges that it has reviewed information on how to prevent, detect, and report fraud, waste and abuse of public funds, including information about the Federal False Claims Act, the New York State False Claims Act, and whistleblower protections. U. Non-Collusive Bidding: By submission of this bid, the Contractor and each person signing on behalf of the Contractor certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of his or her knowledge and belief that its bid was arrived at independently and without collusion aimed at restricting competition. The Contractor further affirms that, at the time the Contractor submitted its bid, an authorized and responsible person executed and delivered to the State a non-collusive binding certification on the Contractor's behalf. V. Federally Funded Grants and Requirements Mandated by Federal Laws: All of the Specific Federal requirements that are applicable to the Master Contract are identified in Attachment A-2 (Federally Funded Grants and Requirements Mandated by Federal Laws) hereto. To the extent that the Master Contract is funded in whole or part with Federal funds or mandated by Federal laws, (i) the provisions of the Master Contract that conflict with Federal rules, Federal regulations, or Federal program specific requirements shall not apply and (ii) the Contractor agrees to comply with all applicable Federal rules, regulations and program specific requirements including, but not limited to, those provisions that are set forth in Attachment A-2 (Federally Funded Grants and Requirements Mandated by Federal Laws)hereto. 3As of October 9, 2012, the list of discriminatory jurisdictions subject to this provision includes the states of Alaska, Hawaii, Louisiana, South Carolina,West Virginia and Wyonung. Contact NYS Department of Econonuc Development for the most current list of jurisdictions subject to this provision. Contract Number:# DECO 1-000523GG-3350000 Page 5 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) II. TERM,TERMINATION AND SUSPENSION A. Term: The term of the Master Contract shall be as specified on the Face Page, unless terminated sooner as provided herein. B. Renewal: 1. General Renewal: The Master Contract may consist of successive periods on the same terms and conditions, as specified within the Master Contract (a "Simplified Renewal Contract"). Each additional or superseding period shall be on the forms specified by the State and shall be incorporated in the Master Contract. 2. Renewal Notice to Not-for-Profit Contractors: a) Pursuant to State Finance Law §179-t, if the Master Contract is with a not-for-profit Contractor and provides for a renewal option, the State shall notify the Contractor of the State's intent to renew or not to renew the Master Contract no later than ninety (90) calendar days prior to the end of the term of the Master Contract, unless funding for the renewal is contingent upon enactment of an appropriation. If funding for the renewal is contingent upon enactment of an appropriation, the State shall notify the Contractor of the State's intent to renew or not to renew the Master Contract the later of: (1) ninety (90) calendar days prior to the end of the term of the Master Contract, and (2) thirty (30) calendar days after the necessary appropriation becomes law. Notwithstanding the foregoing, in the event that the State is unable to comply with the time frames set forth in this paragraph due to unusual circumstances beyond the control of the State ("Unusual Circumstances"), no payment of interest shall be due to the not-for-profit Contractor. For purposes of State Finance Law §179-t, "Unusual Circumstances" shall not mean the failure by the State to (i) plan for implementation of a program, (ii) assign sufficient staff resources to implement a program, (iii) establish a schedule for the implementation of a program or (iv) anticipate any other reasonably foreseeable circumstance. b) Notification to the not-for-profit Contractor of the State's intent to not renew the Master Contract must be in writing in the form of a letter, with the reason(s) for the non-renewal included. If the State does not provide notice to the not-for-profit Contractor of its intent not to renew the Master Contract as required in this Section and State Finance Law §179-t, the Master- Contract shall be deemed continued until the date the State provides the necessary notice to the Contractor, in accordance with State Finance Law §179-t. Expenses incurred by the not-for-profit Contractor during such extension shall be reimbursable under the terms of the Master Contract. Contract Number:# DECO 1-000523GG-3350000 Page 6 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) C. Termination: 1. Grounds: a) Mutual Consent: The Master Contract may be terminated at any time upon mutual written consent of the State and the Contractor. b) Cause: The State may terminate the Master Contract immediately, upon written notice of termination to the Contractor, if the Contractor fails to comply with any of the terms and conditions of the Master Contract and/or with any laws, rules, regulations, policies, or procedures that are applicable to the Master Contract. c) Non-Responsibility: In accordance with the provisions of Sections IV(N)(6) and (7) herein, the State may make a final determination that the Contractor is non-responsible (Determination of Non-Responsibility). In such event, the State may terminate the Master Contract at the Contractor's expense, complete the contractual requirements in any manner the State deems advisable and pursue available legal or equitable remedies for breach. d) Convenience: The State may terminate the Master Contract in its sole discretion upon thirty(30) calendar days prior written notice. e) Lack of Funds: If for any reason the State or the Federal government terminates or reduces its appropriation to the applicable State Agency entering into the Master Contract or fails to pay the full amount of the allocation for the operation of one or more programs funded under this Master Contract, the Master Contract may be terminated or reduced at the State Agency's discretion, provided that no such reduction or termination shall apply to allowable costs already incurred by the Contractor where funds are available to the State Agency for payment of such costs. Upon termination or reduction of the Master Contract, all remaining funds paid to the Contractor that are not subject to allowable costs already incurred by the Contractor shall be returned to the State Agency. In any event, no liability shall be incurred by the State (including the State Agency) beyond monies available for the purposes of the Master Contract. The Contractor acknowledges that any funds due to the State Agency or the State of New York because of disallowed expenditures after audit shall be the Contractor's responsibility. f) Force Majeure: The State may terminate or suspend its performance under the Master Contract immediately upon the occurrence of a "force majeure." For purposes of the Master Contract, "Force majeure" shall include, but not be limited to, natural disasters, war, rebellion, insurrection, riot, strikes, lockout and any unforeseen circumstances and acts beyond the control of the State which render the performance of its obligations impossible. 2. Notice of Termination: a) Service of notice: Written notice of termination shall be sent by: (i) personal messenger service; or (ii) certified mail, return receipt requested and first class mail. Contract Number:# DECO 1-000523GG-3350000 Page 7 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) b) Effective date of termination: The effective date of the termination shall be the later of(i) the date indicated in the notice and (ii) the date the notice is received by the Contractor, and shall be established as follows: (1) if the notice is delivered by hand, the date of receipt shall be established by the receipt given to the Contractor or by affidavit of the individual making such hand delivery attesting to the date of delivery; or (ii) if the notice is delivered by registered or certified mail, by the receipt returned from the United States Postal Service, or if no receipt is returned, five (5) business days from the date of mailing of the first class letter, postage prepaid, in a depository under the care and control of the United States Postal Service. 3. Effect of Notice and Termination on State's Payment Obligations: a) Upon receipt of notice of termination, the Contractor agrees to cancel, prior to the effective date of any prospective termination, as many outstanding obligations as possible, and agrees not to incur any new obligations after receipt of the notice without approval by the State. b) The State shall be responsible for payment on claims for services or work provided and costs incurred pursuant to the terms of the Master Contract. In no event shall the State be liable for expenses and obligations arising from the requirements of the Master Contract after its termination date. 4. Effect of Termination Based on Misuse or Conversion of State or Federal Property: Where the Master Contract is terminated for cause based on Contractor's failure to use some or all of the real property or equipment purchased pursuant to the Master Contract for the purposes set forth herein, the State may, at its option, require: a) the repayment to the State of any monies previously paid to the Contractor; or b) the return of any real property or equipment purchased under the terms of the Master Contract; or c) an appropriate combination of clauses (a) and (b) of Section II(C)(4) herein. Nothing herein shall be intended to limit the State's ability to pursue such other legal or equitable remedies as may be available. D. Suspension: The State may, in its discretion, order the Contractor-to suspend performance for a reasonable period of time. In the event of such suspension, the Contractor shall be given a formal written notice outlining the particulars of such suspension. Upon issuance of such notice, the Contractor shall comply with the particulars of the notice. The State shall have no obligation to reimburse Contractor's expenses during such suspension period. Activities may resume at such time as the State issues a formal written notice authorizing a resumption of performance under the Master Contract. Contract Number:it DECO1-000523GG-3350000 Page 8 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) III. PAYMENT AND REPORTING A. Terms and Conditions: 1. In full consideration of contract services to be performed, the State Agency agrees to pay and the Contractor agrees to accept a sum not to exceed the amount noted on the Face Page. 2. The State has no obligation to make payment until all required approvals, including the approval of the AG and OSC, if required, have been obtained. Contractor obligations or expenditures that precede the start date of the Master Contract shall not be reimbursed. 3. Contractor must provide complete and accurate billing invoices to the State in order to receive payment. Provided, however, the State may, at its discretion, automatically generate a voucher in accordance with an approved contract payment schedule. Billing invoices submitted to the State must contain all information and supporting documentation required by Attachment D (Payment and Reporting Schedule) and Section III(C) herein. The State may require the Contractor to submit billing invoices electronically. 4. Payment for invoices submitted by the Contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the head of the State Agency, in the sole discretion of the head of such State Agency, due to extenuating circumstances. Such electronic payment shall be made in accordance with OSC's procedures and practices to authorize electronic payments. 5. If travel expenses are an approved expenditure under the Master Contract, travel expenses shall be reimbursed at the lesser of the rates set forth in the written standard travel policy of the Contractor, the OSC guidelines, or United States General Services Administration rates. No out- of-state travel costs shall be permitted unless specifically detailed and pre-approved by the State. 6. Timeliness of advance payments or other claims for reimbursement, and any interest to be paid to Contractor for late payment, shall be governed by Article 11-A of the State Finance Law to the extent required by law. 7. Article 11-B of the State Finance Law sets forth certain time frames for the Full Execution of contracts or renewal contracts with not-for-profit organizations and the implementation of any program plan associated with such contract. For purposes of this section, "Full Execution" shall mean that the contract has been signed by all parties thereto and has obtained the approval of the AG and OSC. Any interest to be paid on a missed payment to the Contractor based on a delay in the Full Execution of the Master Contract shall be governed by Article I 1-B of the State Finance Law. Contract Number:# DECO 1-000523GG-3350000 Page 9 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) B. Advance Payment and Recoupment: 1. Advance payments, which the State in its sole discretion may make to not-for-profit grant recipients, shall be made and recouped in accordance with State Finance Law Section 179(u), this Section and the provisions of Attachment D (Payment and Reporting Schedule). 2. Initial advance payments made by the State to not-for-profit grant recipients shall be due no later than thirty (30) calendar days, excluding legal holidays, after the first day of the Contract Term or, if renewed, in the period identified on the Face Page. Subsequent advance payments made by the State to not-for-profit grant recipients shall be due no later than thirty (30) calendar days, excluding legal holidays, after the dates specified in Attachment D (Payment and Reporting Schedule). 3. For subsequent contract years in multi-year contracts, Contractor will be notified of the scheduled advance payments for the upcoming contract year no later than 90 days prior to the commencement of the contract year. For simplified renewals, the payment schedule (Attachment D) will be modified as part of the renewal process. 4. Recoupment of any advance payment(s) shall be recovered by crediting the percentage of subsequent claims listed in Attachment D (Payment and Reporting Schedule) and Section III(C) herein and such claims shall be reduced until the advance is fully recovered within the Contract Term. Any unexpended advance balance at the end of the Contract Term shall be refunded by the Contractor to the State. 5. If for any reason the amount of any claim is not sufficient to cover the proportionate advance amount to be recovered, then subsequent claims may be reduced until the advance is fully recovered. C. Claims for Reimbursement: 1. The Contractor shall submit claims for the reimbursement of expenses incurred on behalf of the State under the Master Contract in accordance with this Section and the applicable claiming schedule in Attachment D (Payment and Reporting Schedule). Vouchers submitted for payment shall be deemed to be a certification that the payments requested are for project expenditures made in accordance with the items as contained in the applicable Attachment B form (Budget) and during the Contract Term. When submitting a voucher, such voucher shall also be deemed to certify that: (i) the payments requested do not duplicate reimbursement from other sources of funding; and (ii) the funds provided herein do not replace funds that, in the absence of this grant, would have been made available by the Contractor for this program. Requirement (ii) does not apply to grants funded pursuant to a Community Projects Fund appropriation. 2. Consistent with the selected reimbursement claiming schedule in Attachment D (Payment and Reporting Schedule), the Contractor shall comply with the appropriate following provisions: a) Quarterly Reimbursement: The Contractor shall be entitled to receive payments for work,projects, and services rendered as detailed and described in Attachment C (Work Plan). Contract Number:# DECO 1-CO0523GG-3350000 Page 10 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) The Contractor shall submit to the State Agency quarterly voucher claims and supporting documentation. The Contractor shall submit vouchers to the State Agency in accordance with the procedures set forth in Section III(A)(3) herein. b) Monthly Reimbursement: The Contractor shall be entitled to receive payments for work, projects, and services rendered as detailed and described in Attachment C (Work Plan). The Contractor shall submit to the State Agency monthly voucher claims and supporting documentation. The Contractor shall submit vouchers to the State Agency in accordance with the procedures set forth in Section HI(A)(3) herein. c) Biannual Reimbursement: The Contractor shall be entitled to receive payments for work, projects, and services rendered as detailed and described in Attachment C (Work Plan). The Contractor shall submit to the State Agency biannually voucher claims and supporting documentation. The Contractor shall submit vouchers to the State Agency in accordance with the procedures set forth in Section III(A)(3) herein. d) Milestone/Performance Reimbursement:4 Requests for payment based upon an event or milestone may be either severable or cumulative. A severable event/milestone is independent of accomplishment of any other event. If the event is cumulative, the successful completion of an event or milestone is dependent on the previous completion of another event. Milestone payments shall be made to the Contractor when requested in a form approved by the State, and at frequencies and in amounts stated in Attachment D (Payment and Reporting Schedule). The State Agency shall make milestone payments subject to the Contractor's satisfactory performance. e) Fee for Service Reimbursement:5 Payment shall be limited to only those fees specifically agreed upon in the Master Contract and shall be payable no more frequently than monthly upon submission of a voucher by the contractor. f) Rate Based Reimbursement:6 Payment shall be limited to rate(s) established in the Master Contract. Payment may be requested no more frequently than monthly. g) Scheduled Reimbursement:7 The State Agency shall generate vouchers at the frequencies and amounts as set forth in Attachment D (Payment and Reporting Schedule), and service reports shall be used to determine funding levels appropriate to the next annual contract period. d A milestone/performance payment schedule identifies mutually agreed-to payment amounts based on meeting contract events or milestones. Events or milestones must represent integral and meaningful aspects of contract performance and should signify true progress in completing the Master Contract effort. 5 Fee for Service is a rate established by the Contractor for a service or services rendered. 6 Rate based agreements are those agreements in which payment is premised upon a specific established rate per unit. 7 Scheduled Reimbursement agreements provide for payments that occur at defined and regular intervals that provide for a specified dollar amount to be paid to the Contractor at the beginning of each payment period(i.e.quarterly, monthly or bi-annually). While these payments are related to the particular services and outcomes defined in the Master Contract,they are not dependent upon particular services or expenses in any one payment period and provide the Contractor with a defined and regular payment over the life of the contract. Contract Number:# DECO 1-CO0523GG-3350000 Page 11 of 25,Master Contract for Grants-Standard Terns and Conditions(August 2014) h) Interim Reimbursement: The State Agency shall generate vouchers on an interim basis and at the amounts requested by the Contractor as set forth in Attachment D (Payment and Reporting Schedule). i) Fifth Quarter Payments:8 Fifth quarter payment shall be paid to the Contractor at the conclusion of the final scheduled payment period of the preceding contract period. The State Agency shall use a written directive for fifth quarter financing. The State Agency shall generate a voucher in the fourth quarter of the current contract year to pay the scheduled payment for the next contract year. 3. The Contractor shall also submit supporting fiscal documentation for the expenses claimed. 4. The State reserves the right to withhold up to fifteen percent (15%) of the total amount of the Master Contract as security for the faithful completion of services or work, as applicable, under the Master Contract. This amount may be withheld in whole or in part from any single payment or combination of payments otherwise due under the Master Contract. In the event that such withheld funds are insufficient to satisfy Contractor's obligations to the State, the State may pursue all available remedies, including the right of setoff and recoupment. 5. The State shall not be liable for payments on the Master Contract if it is made pursuant to a Community Projects Fund appropriation if insufficient monies are available pursuant to Section 99-d of the State Finance Law. 6. All vouchers submitted by the Contractor pursuant to the Master Contract shall be submitted to the State Agency no later than thirty (30) calendar days after the end date of the period for which reimbursement is claimed. In no event shall the amount received by the Contractor exceed the budget amount approved by the State Agency, and, if actual expenditures by the Contractor are less than such sum, the amount payable by the State Agency to the Contractor shall not exceed the amount of actual expenditures. 7. All obligations must be incurred prior to the end date of the contract. Notwithstanding the provisions of Section III(C)(6) above, with respect to the final period for which reimbursement is claimed, so long as the obligations were incurred prior to the end date of the contract, the Contractor shall have up to ninety (90) calendar days after the contract end date to make expenditures; provided, however, that if the Master Contract is funded, in whole or in part, with Federal funds, the Contractor shall have up to sixty (60) calendar days after the contract end date to make expenditures. D. Identifying Information and Privacy Notification: 1. Every voucher or New York State Claim for Payment submitted to a State Agency by the Contractor, for payment for the sale of goods or services or for transactions (e.g., leases, easements, licenses, etc.) related to real or personal property, must include the Contractor's Vendor Identification Number assigned by the Statewide Financial System, and any or all of the following identification numbers: (i) the Contractor's Federal employer identification number, s Fifth Quarter Payments occurs where there are scheduled payments and where there is an expectation that services will be continued through renewals or subsequent contracts. Fifth Quarter Payments allow for the continuation of scheduled payments to a Contractor for the first payment period quarter of an anticipated renewal or new contract. Contract Number:# DECO1-CO0523GG-3350000 Page 12 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) (ii) the Contractor's Federal social security number, and/or (iii) DUNS number. Failure to include such identification number or numbers may delay payment by the State to the Contractor. Where the Contractor does not have such number or numbers, the Contractor, on its voucher or Claim for Payment, must provide the reason or reasons for why the Contractor does not have such number or numbers. 2. The authority to request the above personal information from a seller of goods or services or a lessor of real or personal property, and the authority to maintain such information, is found in Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to the State is mandatory. The principle purpose for which the information is collected is to enable the State to identify individuals, businesses and others who have been delinquent in filing tax returns or may have understated their tax liabilities and to generally identify persons affected by the taxes administered by the Commissioner of Taxation and Finance. The information will be used for tax administration purposes and for any other purpose authorized by law. The personal information is requested by the purchasing unit of the State Agency contracting to purchase the goods or services or lease the real or personal property covered by the Master Contract. This information is maintained in the Statewide Financial System by the Vendor Management Unit within the Bureau of State Expenditures, Office of the State Comptroller, 110 State Street, Albany, New York, 12236. E. Refunds: 1. In the event that the Contractor- must make a refund to the State for Master Contract-related activities, including repayment of an advance or an audit disallowance, payment must be made payable as set forth in Attachment A-1 (Program Specific Terms and Conditions). The Contractor must reference the contract number with its payment and include a brief explanation of why the refund is being made. Refund payments must be submitted to the Designated Refund Office at the address specified in Attachment A-1 (Program Specific Terms and Conditions). 2. If at the end or termination of the Master Contract, there remains any unexpended balance of the monies advanced under the Master Contract in the possession of the Contractor, the Contractor shall make payment within forty-five (45) calendar days of the end or termination of the Master Contract. In the event that the Contractor fails to refund such balance the State may pursue all available remedies. F. Outstanding Amounts Owed to the State: Prior-period overpayments (including, but not limited to, contract advances in excess of actual expenditures) and/or audit recoveries associated with the Contractor may be recouped against future payments made under this Master Contract to Contractor. The recoupment generally begins with the first payment made to the Contractor following identification of the overpayment and/or audit recovery amount. In the event that there are no payments to apply recoveries against, the Contractor- shall make payment as provided in Section III(E) (Refunds) herein. G. Program and Fiscal Reporting Requirements: 1. The Contractor shall submit required periodic reports in accordance with the applicable schedule provided in Attachment D (Payment and Reporting Schedule). All required reports or other work products developed pursuant to the Master Contract must be completed as provided by the agreed upon work schedule in a manner satisfactory and acceptable to the State Agency in order for the Contractor to be eligible for payment. Contract Number:# DECO 1-000523GG-3350000 Page 13 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) 2. Consistent with the selected reporting options in Attachment D (Payment and Reporting Schedule), the Contractor shall comply with the following applicable provisions: a) If the Expenditure Based Reports option is indicated in Attachment D (Payment and Reporting Schedule), the Contractor shall provide the State Agency with one or more of the following reports as required by the following provisions and Attachment D (Payment and Reporting Schedule) as applicable: (i) Narrative/Qualitative Report: The Contractor shall submit, on a quarterly basis, not later than the time period listed in Attachment D (Payment and Reporting Schedule), a report, in narrative form, summarizing the services rendered during the quarter. This report shall detail how the Contractor has progressed toward attaining the qualitative goals enumerated in Attachment C (Work Plan). This report should address all goals and objectives of the project and include a discussion of problems encountered and steps taken to solve them. (ii) Statistical/Quantitative Report: The Contractor shall submit, on a quarterly basis, not later than the time period listed in Attachment D (Payment and Reporting Schedule), a detailed report analyzing the quantitative aspects of the program plan, as appropriate (e.g., number of meals served, clients transported, patient/client encounters, procedures performed, training sessions conducted, etc.) (iii) Expenditure Report: The Contractor shall submit, on a quarterly basis, not later than the time period listed in Attachment D (Payment and Reporting Schedule), a detailed expenditure report, by object of expense. This report shall accompany the voucher submitted for such period. (iv) Final Report: The Contractor shall submit a final report as required by the Master Contract, not later than the time period listed in Attachment D (Payment and Reporting Schedule) which reports on all aspects of the program and detailing how the use of funds were utilized in achieving the goals set forth in Attachment C (Work Plan). (v) Consolidated Fiscal Report(CFR): The Contractor shall submit a CFR, which includes a year-end cost report and final claim not later than the time period listed in Attachment D (Payment and Reporting Schedule). b) If the Performance-Based Reports option is indicated in Attachment D (Payment and Reporting Schedule), the Contractor shall provide the State Agency with the following reports as required by the following provisions and Attachment D (Payment and Reporting Schedule) as applicable: (i) Progress Report: The Contractor shall provide the State Agency with a written progress report using the forms and formats as provided by the State Agency, summarizing the work performed during the period. These reports shall detail the Contractor's progress toward attaining the specific goals enumerated in Attachment C (Work Plan). Progress reports shall be submitted in a format prescribed in the Master Contract. Contract Number:# DECO 1-000523GG-3350000 Page 14 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) (ii) Final Progress Report: Final scheduled payment is due during the time period set forth in Attachment D (Payment and Reporting Schedule). The deadline for submission of the final report shall be the date set forth in Attachment D (Payment and Reporting Schedule). The State Agency shall complete its audit and notify the Contractor of the results no later than the date set forth in Attachment D (Payment and Reporting Schedule). Payment shall be adjusted by the State Agency to reflect only those services/expenditures that were made in accordance with the Master Contract. The Contractor shall submit a detailed comprehensive final progress report not later than the date set forth in Attachment D (Payment and Reporting Schedule), summarizing the work performed during the entire Contract Term (i.e., a cumulative report), in the forms and formats required. 3. In addition to the periodic reports stated above, the Contractor may be required (a) to submit such other reports as are required in Table 1 of Attachment D (Payment and Reporting Schedule), and (b) prior to receipt of final payment under the Master Contract, to submit one or more final reports in accordance with the form, content, and schedule stated in Table 1 of Attachment D (Payment and Reporting Schedule). H. Notification of Significant Occurrences: 1. If any specific event or conjunction of circumstances threatens the successful completion of this project, in whole or in part, including where relevant, timely completion of milestones or other program requirements, the Contractor agrees to submit to the State Agency within three (3) calendar days of becoming aware of the occurrence or of such problem, a written description thereof together with a recommended solution thereto. 2. The Contractor shall immediately notify in writing the program manager assigned to the Master Contract of any unusual incident, occurrence, or event that involves the staff, volunteers, directors or officers of the Contractor, any subcontractor or program participant funded through the Master Contract, including but not limited to the following: death or serious injury; an arrest or possible criminal activity that could impact the successful completion of this project; any destruction of property; significant damage to the physical plant of the Contractor; or other matters of a similarly serious nature. IV. ADDITIONAL CONTRACTOR OBLIGATIONS, REPRESENTATIONS AND WARRANTIES A. Contractor as an Independent Contractor/Employees: 1. The State and the Contractor agree that the Contractor is an independent contractor, and not an employee of the State and may neither hold itself out nor claim to be an officer, employee, or subdivision of the State nor make any claim, demand, or application to or for any right based upon any different status. Notwithstanding the foregoing, the State and the Contractor agree that if the Contractor is a New York State municipality, the Contractor shall be permitted to hold itself out, and claim, to be a subdivision of the State. The Contractor shall be solely responsible for the recruitment, hiring, provision of employment benefits, payment of salaries and management of its project personnel. These functions shall be carried out in accordance with the provisions of the Master Contract, and all applicable Federal and State laws and regulations. Contract Number:# DEC01-000523GG-3350000 Page 15 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) 2. The Contractor warrants that it, its staff, and any and all subcontractors have all the necessary licenses, approvals, and certifications currently required by the laws of any applicable local, state, or Federal government to perform the services or work, as applicable, pursuant to the Master Contract and/or any subcontract entered into under the Master Contract. The Contractor further agrees that such required licenses, approvals, and certificates shall be kept in full force and effect during the term of the Master Contract, or any extension thereof, and to secure any new licenses, approvals, or certificates within the required time frames and/or to require its staff and subcontractors to obtain the requisite licenses, approvals, or certificates. In the event the Contractor, its staff, and/or subcontractors are notified of a denial or revocation of any license, approval, or certification to perform the services or work, as applicable, under the Master Contract, Contractor shall immediately notify the State. B. Subcontractors: 1. If the Contractor enters into subcontracts for the performance of work pursuant to the Master Contract, the Contractor shall take full responsibility for the acts and omissions of its subcontractors. Nothing in the subcontract shall impair the rights of the State under the Master Contract. No contractual relationship shall be deemed to exist between the subcontractor and the State. 2. If requested by the State, the Contractor agrees not to enter into any subcontracts, or revisions to subcontracts, that are in excess of $100,000 for the performance of the obligations contained herein until it has received the prior written permission of the State, which shall have the right to review and approve each and every subcontract in excess of $100,000 prior to giving written permission to the Contractor to enter into the subcontract. All agreements between the Contractor and subcontractors shall be by written contract, signed by individuals authorized to bind the parties. All such subcontracts shall contain provisions for specifying (1) that the work performed by the subcontractor must be in accordance with the terms of the Master Contract, (2) that nothing contained in the subcontract shall impair the rights of the State under the Master Contract, and (3) that nothing contained in the subcontract, nor under the Master Contract, shall be deemed to create any contractual relationship between the subcontractor and the State. In addition, subcontracts shall contain any other provisions which are required to be included in subcontracts pursuant to the terms herein. 3. If requested by the State, prior to executing a subcontract, the Contractor agrees to require the subcontractor to provide to the State the information the State needs to determine whether a proposed subcontractor is a responsible vendor. 4. If requested by the State, when a subcontract equals or exceeds $100,000, the subcontractor shall submit a Vendor Responsibility Questionnaire (Questionnaire). 5. If requested by the State, upon the execution of a subcontract, the Contractor shall provide detailed subcontract information (a copy of subcontract will suffice) to the State within fifteen (15) calendar days after execution. The State may request from the Contractor copies of subcontracts between a subcontractor and its subcontractor. 6. The Contractor shall require any and all subcontractors to submit to the Contractor all financial claims for Services or work to the State agency, as applicable, rendered and required supporting documentation and reports as necessary to permit Contractor to meet claim deadlines and documentation requirements as established in Attachment D (Payment and Reporting Contract Number:# DECO 1-CO0523GG-3350000 Page 16 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) Schedule) and Section III. Subcontractors shall be paid by the Contractor on a timely basis after submitting the required reports and vouchers for reimbursement of services or work, as applicable. Subcontractors shall be informed by the Contractor of the possibility of non-payment or rejection by the Contractor of claims that do not contain the required information, and/or are not received by the Contractor by said due date. C. Use Of Material,Equipment,Or Personnel: 1. The Contractor shall not use materials, equipment, or personnel paid for under the Master Contract for any activity other than those provided for under the Master Contract, except with the State's prior written permission. 2. Any interest accrued on funds paid to the Contractor by the State shall be deemed to be the property of the State and shall either be credited to the State at the close-out of the Master Contract or, upon the written permission of the State, shall be expended on additional services or work, as applicable, provided for under the Master Contract. D. Property: 1. Property is real property, equipment, or tangible personal property having a useful life of more than one year and an acquisition cost of$1,000 or more per unit. a) If an item of Property required by the Contractor is available as surplus to the State, the State at its sole discretion, may arrange to provide such Property to the Contractor in lieu of the purchase of such Property. b) If the State consents in writing, the Contractor may retain possession of Property owned by the State, as provided herein, after the termination of the Master Contract to use for similar purposes. Otherwise, the Contractor shall return such Property to the State at the Contractor's cost and expense upon the expiration of the Master Contract. c) In addition, the Contractor agrees to permit the State to inspect the Property and to monitor its use at reasonable intervals during the Contractor's regular business hours. d) The Contractor shall be responsible for maintaining and repairing Property purchased or procured under the Master Contract at its own cost and expense. The Contractor shall procure and maintain insurance at its own cost and expense in an amount satisfactory to the State Agency, naming the State Agency as an additional insured, covering the loss, theft or destruction of such equipment. e) A rental charge to the Master Contract for a piece of Property owned by the Contractor shall not be allowed. f) The State has the right to review and approve in writing any new contract for the purchase of or lease for rental of Property (Purchase/Lease Contract) operated in connection with the provision of the services or work, as applicable, as specified in the Master Contract, if applicable, and any modifications, amendments, or extensions of an existing lease or purchase prior to its execution. If, in its discretion, the State disapproves of any Contract Number:# DECO 1-000523GG-3350000 Page 17 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) Purchase/Lease Contract, then the State shall not be obligated to make any payments for such Property. g) No member, officer, director or employee of the Contractor shall retain or acquire any interest, direct or indirect, in any Property, paid for with funds under the Master Contract, nor retain any interest, direct or indirect, in such, without full and complete prior disclosure of such interest and the date of acquisition thereof, in writing to the Contractor and the State. 2. For non-Federally-funded contracts, unless otherwise provided herein, the State shall have the following rights to Property purchased with funds provided under the Master Contract: a) For cost-reimbursable contracts, all right, title and interest in such Property shall belong to the State. b) For performance-based contracts, all right, title and interest in such Property shall belong to the Contractor. 3. For Federally funded contracts, title to Property whose requisition cost is borne in whole or in part by monies provided under the Master Contract shall be governed by the terms and conditions of Attachment A-2 (Federally Funded Grants and Requirements Mandated by Federal Laws). 4. Upon written direction by the State, the Contractor shall maintain an inventory of all Property that is owned by the State as provided herein. 5. The Contractor shall execute any documents which the State may reasonably require to effectuate the provisions of this section. E. Records and Audits: 1. General: a) The Contractor shall establish and maintain, in paper or electronic format, complete and accurate books, records, documents, receipts, accounts, and other evidence directly pertinent to its performance under the Master Contract (collectively, Records). b) The Contractor agrees to produce and retain for the balance of the term of the Master Contract, and for a period of six years from the later of the date of(i) the Master Contract and (ii) the most recent renewal of the Master Contract, any and all Records necessary to substantiate upon audit, the proper deposit and expenditure of funds received under the Master Contract. Such Records may include, but not be limited to, original books of entry (e.g., cash disbursements and cash receipts journal), and the following specific records (as applicable) to substantiate the types of expenditures noted: (i) personal service expenditures: cancelled checks and the related bank statements, time and attendance records, payroll journals, cash and check disbursement records including copies of money orders and the like, vouchers and invoices, records of contract labor, any and all records listing payroll and the money value of non-cash advantages provided to employees, time cards, work schedules and logs, employee personal history folders, Contract Number:# DECO1-CO0523GG-3350000 Page 18 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) detailed and general ledgers, sales records, miscellaneous reports and returns (tax and otherwise), and cost allocation plans, if applicable. (ii) payroll taxes and fringe benefits: cancelled checks, copies of related bank statements, cash and check disbursement records including copies of money orders and the like, invoices for fringe benefit expenses, miscellaneous reports and returns (tax and otherwise), and cost allocation plans, if applicable. (iii) non-personal services expenditures: original invoices/receipts, cancelled checks and related bank statements, consultant agreements, leases, and cost allocation plans, if applicable. (iv) receipt and deposit of advance and reimbursements: itemized bank stamped deposit slips, and a copy of the related bank statements. c) The OSC, AG and any other person or entity authorized to conduct an examination, as well as the State Agency or State Agencies involved in the Master Contract that provided funding, shall have access to the Records during the hours of 9:00 a.m. until 5:00 p.m., Monday through Friday (excluding State recognized holidays), at an office of the Contractor within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and copying. d) The State shall protect from public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers Law provided that: (i) the Contractor shall timely inform an appropriate State official, in writing, that said records should not be disclosed; and (ii) said records shall be sufficiently identified; and (iii) designation of said records, as exempt under Section 87 of the Public Officers Law, is reasonable. e) Nothing contained herein shall diminish, or in any way adversely affect, the State's rights in connection with its audit and investigatory authority or the State's rights in connection with discovery in any pending or future litigation. 2. Cost Allocation: a) For non-performance based contracts, the proper allocation of the Contractor's costs must be made according to a cost allocation plan that meets the requirements of OMB Circulars A- 87, A-122, and/or A-21. Methods used to determine and assign costs shall conform to generally accepted accounting practices and shall be consistent with the method(s) used by the Contractor to determine costs for other operations or programs. Such accounting standards and practices shall be subject to approval of the State. b) For performance based milestone contracts, or for the portion of the contract amount paid on a performance basis, the Contractor shall maintain documentation demonstrating that milestones were attained. 3. Federal Funds: For records and audit provisions governing Federal funds, please see Attachment A-2 (Federally Funded Grants and Requirements Mandated by Federal Laws). Contract Number:# DECO 1-000523GG-3350000 Page 19 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) F. Confidentiality: The Contractor agrees that it shall use and maintain personally identifiable information relating to individuals who may receive services, and their families pursuant to the Master Contract, or any other information, data or records marked as, or reasonably deemed, confidential by the State (Confidential Information) only for the limited purposes of the Master Contract and in conformity with applicable provisions of State and Federal law. The Contractor (i) has an affirmative obligation to safeguard any such Confidential Information from unnecessary or unauthorized disclosure and (ii) must comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 899-aa; State Technology Law Section 208). G. Publicity: 1. Publicity includes, but is not limited to: news conferences; news releases; public announcements; advertising; brochures; reports; discussions or presentations at conferences or meetings; and/or the inclusion of State materials, the State's name or other such references to the State in any document or forum. Publicity regarding this project may not be released without prior written approval from the State. 2. Any publications, presentations or announcements of conferences, meetings or trainings which are funded in whole or in part through any activity supported under the Master Contract may not be published, presented or announced without prior approval of the State. Any such publication,presentation or announcement shall: a) Acknowledge the support of the State of New York and, if funded with Federal fiords, the applicable Federal funding agency; and b) State that the opinions, results, findings and/or interpretations of data contained therein are the responsibility of the Contractor and do not necessarily represent the opinions, interpretations or policy of the State or if funded with Federal funds, the applicable Federal funding agency. 3. Notwithstanding the above, (i) if the Contractor is an educational research institution, the Contractor may, for scholarly or academic purposes, use, present, discuss, report or publish any material, data or analyses, other than Confidential Information, that derives from activity under the Master Contract and the Contractor agrees to use best efforts to provide copies of any manuscripts arising from Contractor's performance under this Master Contract, or if requested by the State, the Contractor shall provide the State with a thirty (30) day period in which to review each manuscript for compliance with Confidential Information requirements; or (ii) if the Contractor is not an educational research institution, the Contractor may submit for publication, scholarly or academic publications that derive from activity under the Master Contract (but are not deliverable under the Master Contract), provided that the Contractor first submits such manuscripts to the State forty-five (45) calendar days prior to submission for consideration by a publisher in order for the State to review the manuscript for compliance with confidentiality requirements and restrictions and to make such other comments as the State deems appropriate. All derivative publications shall follow the same acknowledgments and disclaimer as described in Section IV(G)(2) (Publicity) hereof. H. Web-Based Applications-Accessibility: Any web-based intranet and Internet information and applications development, or programming delivered pursuant to the Master Contract or procurement shall comply with New York State Enterprise IT Policy NYS-P08-005, Accessibility Contract Number:# DECO 1-CO0523GG-3350000 Page 20 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) Web-Based Information and Applications, and New York State Enterprise IT Standard NYS-S08- 005, Accessibility of Web-Based Information Applications, as such policy or standard may be amended, modified or superseded, which requires that State Agency web-based intranet and Internet information and applications are accessible to person with disabilities. Web content must conform to New York State Enterprise IT Standards NYS-S08-005, as determined by quality assurance testing. Such quality assurance testing shall be conducted by the State Agency and the results of such testing must be satisfactory to the State Agency before web content shall be considered a qualified deliverable under the Master Contract or procurement. I. Non-Discrimination Requirements: Pursuant to Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non- discrimination provisions, the Contractor and sub-contractors will not discriminate against any employee or applicant for employment because of race, creed (religion), color, sex (including gender expression), national origin, sexual orientation, military status, age, disability, predisposing genetic characteristic, marital status or domestic violence victim status, and shall also follow the requirements of the Human Rights Law with regard to non-discrimination on the basis of prior criminal conviction and prior arrest. Furthermore, in accordance with Section 220-e of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that the Master Contract shall be performed within the State of New York, the Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under the Master Contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, the Contractor agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under the Master Contract. The Contractor shall be subject to fines of$50.00 per person per day for any violation of Section 220-e or Section 239 of the Labor Law. J. Equal Opportunities for Minorities and Women; Minority and Women Owned Business Enterprises: In accordance with Section 312 of the Executive Law and 5 NYCRR 143, if the Master Contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of$25,000.00, whereby a contracting State Agency is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to the contracting State Agency; or (ii) a written agreement in excess of $100,000.00 whereby a contracting State Agency is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon; or (iii) a written agreement in excess of $100,000.00 whereby the owner of a State assisted housing project is committed to expend or does expend fiends for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon for such project, then the Contractor certifies and affirms that (i) it is subject to Article 15-A of the Executive Law which includes, but is not limited to, those provisions concerning the maximizing of opportunities for the participation of minority and women- owned business enterprises and (ii) the following provisions shall apply and it is Contractor's equal employment opportunity policy that: 1. The Contractor shall not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or marital status; Contract Number:# DECO 1-CO0523GG-3350000 Page 21 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) 2. The Contractor shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on State contracts; 3. The Contractor shall undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation; 4. At the request of the State, the Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative shall not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative shall affirmatively cooperate in the implementation of the Contractor's obligations herein; and 5. The Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of the State contract, all qualified applicants shall be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. The Contractor shall include the provisions of subclauses 1 — 5 of this Section (IV)(J), in every subcontract over $25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (Work) except where the Work is for the beneficial use of the Contractor. Section 312 of the Executive Law does not apply to: (i) work, goods or services unrelated to the Master Contract; or (ii) employment outside New York State. The State shall consider compliance by the Contractor or a subcontractor with the requirements of any Federal law concerning equal employment opportunity which effectuates the purpose of this section. The State shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such Federal law and if such duplication or conflict exists, the State shall waive the applicability of Section 312 of the Executive Law to the extent of such duplication or conflict. The Contractor shall comply with all duly promulgated and lawful rules and regulations of the Department of Economic Development's Division of Minority and Women's Business Development pertaining hereto. K. Omnibus Procurement Act of 1992: It is the policy of New York State to maximize opportunities for the participation of New York State business enterprises, including minority and women-owned business enterprises, as bidders, subcontractors and suppliers on its procurement contracts. 1. If the total dollar amount of the Master Contract is greater than $1 million, the Omnibus Procurement Act of 1992 requires that by signing the Master Contract, the Contractor certifies the following: a) The Contractor has trade reasonable efforts to encourage the participation of State business enterprises as suppliers and subcontractors, including certified minority and women- owned business enterprises, on this project, and has retained the documentation of these efforts to be provided upon request to the State; Contract Number:# DECO1-CO0523GG-3350000 Page 22 of 25,Master Contract for Grants-Standard Terns and Conditions(August 2014) b) The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92- 261), as amended; c) The Contractor agrees to make reasonable efforts to provide notification to State residents of employment opportunities on this project through listing any such positions with the Job Service Division of the New York State Department of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. The Contractor agrees to document these efforts and to provide said documentation to the State upon request; and d) The Contractor acknowledges notice that the State may seek to obtain offset credits from foreign countries as a result of the Master Contract and agrees to cooperate with the State in these efforts. L. Workers' Compensation Benefits: 1. In accordance with Section 142 of the State Finance Law, the Master Contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of the Master Contract for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law. 2. If a Contractor believes they are exempt from the Workers Compensation insurance requirement they must apply for an exemption. M. Unemployment Insurance Compliance: The Contractor shall remain current in both its quarterly reporting and payment of contributions or payments in lieu of contributions, as applicable, to the State Unemployment Insurance system as a condition of maintaining this grant. The Contractor hereby authorizes the State Department of Labor to disclose to the State Agency staff only such information as is necessary to determine the Contractor's compliance with the State Unemployment Insurance Law. This includes, but is not limited to, the following: 1. any records of unemployment insurance (Ul) contributions, interest, and/or penalty payment arrears or reporting delinquency; 2. any debts owed for UI contributions, interest, and/or penalties; 3. the history and results of any audit or investigation; and 4. copies of wage reporting information. Such disclosures are protected under Section 537 of the State Labor Law, which makes it a misdemeanor for the recipient of such information to use or disclose the information for any purpose other than the performing due diligence as a part of the approval process for the Master Contract. N. Vendor Responsibility: 1. If a Contractor is required to complete a Questionnaire, the Contractor covenants and represents that it has, to the best of its knowledge, truthfully, accurately and thoroughly completed such Questionnaire. Although electronic filing is preferred, the Contractor may Contract Number:# DECO 1-CO0523GG-3350000 Page 23 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) obtain a paper form from the OSC prior to execution of the Master Contract. The Contractor further covenants and represents that as of the date of execution of the Master Contract, there are no material events, omissions, changes or corrections to such document requiring an amendment to the Questionnaire. 2. The Contractor shall provide to the State updates to the Questionnaire if any material event(s) occurs requiring an amendment or as new information material to such Questionnaire becomes available. 3. The Contractor shall, in addition, promptly report to the State the initiation of any investigation or audit by a governmental entity with enforcement authority with respect to any alleged violation of Federal or state law by the Contractor, its employees, its officers and/or directors in connection with matters involving, relating to or arising out of the Contractor's business. Such report shall be made within five (5) business days following the Contractor becoming aware of such event, investigation, or audit. Such report may be considered by the State in making a Determination of Vendor Non-Responsibility pursuant to this section. 4. The State reserves the right, in its sole discretion, at any time during the term of the Master Contract: a) to require updates or clarifications to the Questionnaire upon written request; b) to inquire about information included in or required information omitted from the Questionnaire; c) to require the Contractor to provide such information to the State within a reasonable timeframe; and d) to require as a condition precedent to entering into the Master Contract that the Contractor agree to such additional conditions as shall be necessary to satisfy the State that the Contractor is, and shall remain, a responsible vendor; and e) to require the Contractor to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity. By signing the Master Contract, the Contractor agrees to comply with any such additional conditions that have been made a part of the Master Contract. 5. The State, in its sole discretion, reserves the right to suspend any or all activities under the Master Contract, at any time, when it discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor shall be given written notice outlining the particulars of such suspension. Upon issuance of such notice, the Contractor must comply with the terms of the suspension order. Contract activity may resume at such time as the State issues a written notice authorizing a resumption of performance under the Master Contract. 6. The State, in its sole discretion, reserves the right to make a final Determination of Non- Responsibility at any time during the term of the Master Contract based on: Contract Number:# DECO I-000523GG-3350000 Page 24 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) a) any information provided in the Questionnaire and/or in any updates, clarifications or amendments thereof; or b) the State's discovery of any material information which pertains to the Contractor's responsibility. 7. Prior to making a final Determination of Non-Responsibility, the State shall provide written notice to the Contractor that it has made a preliminary determination of non- responsibility. The State shall detail the reason(s) for the preliminary determination, and shall provide the Contractor with an opportunity to be heard. O. Charities Registration: If applicable, the Contractor agrees to (i) obtain not-for-profit status, a Federal identification number, and a charitable registration number (or a declaration of exemption) and to furnish the State Agency with this information as soon as it is available, (ii) be in compliance with the OAG charities registration requirements at the time of the awarding of this Master Contract by the State and (iii) remain in compliance with the OAG charities registration requirements throughout the term of the Master Contract. P. Consultant Disclosure Law? If this is a contract for consulting services, defined for purposes of this requirement to include analysis, evaluation, research, training, data processing, computer programming, engineering, environmental, health, and mental health services, accounting, auditing, paralegal, legal, or similar services, then in accordance with Section 163 (4-g) of the State Finance Law (as amended by Chapter 10 of the Laws of 2006), the Contractor shall timely, accurately and properly comply with the requirement to submit an annual employment report for the contract to the agency that awarded the contract, the Department of Civil Service and the State Comptroller. Q. Wage and Hours Provisions: If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law. Additionally, effective April 28, 2008, if this is a public work contract covered by Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner consistent with Subdivision 3-a of Section 220 of the Labor Law shall be condition precedent to payment by the State of any State approved sums due and owing for work done upon the project. 9 Not applicable to not-for-profit entities. Contract Number:# DECO 1-CO0523GG-3350000 Page 25 of 25,Master Contract for Grants-Standard Terms and Conditions(August 2014) ATTACHMENT A-1 PROGRAM SPECIFIC TERMS AND CONDITIONS Standard Clauses for All New York State Department of Environmental Conservation Contracts The parties to the attached contract, license, lease,grant, amendment or other agreement of any kind(hereinafter "the contract"or"this contract")agree to be bound by the following clauses which are hereby made a part of the contract. The word "Contractor"herein refers to any party to the contract,other than the New York State Department of Environmental Conservation (hereinafter"Department"). A)AGENCY SPECIFIC TERMS AND CONDITIONS I. Postponement,suspension,abandonment or termination by the Department: Within 15 days of receipt of notice, the Contractor shall deliver to the Department all data,reports,plans,or other documentation related to the performance of this contract, including but not limited to source codes and specifications,guarantees,warranties,as-built plans and shop drawings. In any of these events,the Department shall make settlement with the Contractor upon an equitable basis as determined by the Department which shall fix the value of the work which was performed by the Contractor prior to the postponement,suspension, abandonment or termination of this contract.This clause shall not apply to this contract if the contract contains other provisions applicable to postponement,suspension or termination of the contract. II. Conflict of Interest (a) Organizational Conflict of Interest-To the best of the Contractor's knowledge and belief,the Contractor warrants that there are no relevant facts or circumstances which could give rise to an organizational conflict of interest,as herein defined,or that the Contractor has disclosed all such relevant information to the Department. (1) An organizational conflict of interest exists when the nature of the work to be performed under this contract may,without some restriction on future activities, impair or appear to impair the Contractor's objectivity in performing the work for the Department. (2) The Contractor agrees that if an actual, or potential organizational conflict of interest is discovered at any time after award, whether before or during performance, the Contractor will immediately make a full disclosure in writing to the Department. This disclosure shall include a description of actions which the Contractor has taken or proposes to take, after consultation with the Department,to avoid,mitigate,or minimize the actual or potential conflict. (3) To the extent that the work under this contract requires access to personal, proprietary or confidential business or financial data of persons or other companies, and as long as such data remains proprietary or confidential,the Contractor shall protect such data from unauthorized use and disclosure and agrees not to use it to compete with such companies. (b) Personal Conflict of Interest - The following provisions with regard to management or professional level employee personnel performing under this contract shall apply until the earlier of the termination date of the affected employee(s)or the duration of the contract. (1) A personal conflict of interest is defined as a relationship of an employee,subcontractor employee,or consultant with an entity that may impair or appear to impair the objectivity of the employee,subcontractor employee,or consultant in performing the contract work. The Contractor agrees to notify the Department immediately of any actual or potential personal conflict of interest with regard to any such person working on or having access to information regarding this contract,as soon as Contractor becomes aware of such conflict.The Department will notify the Contractor of the appropriate action to be taken. (2) The Contractor agrees to advise all management or professional level employees involved in the work of this contract, that they must report any personal conflicts of interest to the Contractor.The Contractor must then advise the Department which will advise the Contractor of the appropriate action to be taken. Page 1 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 (3) Unless waived by the Department,the Contractor shall certify annually that,to the best of the Contractor's knowledge and belief, all actual, apparent or potential conflicts of interest, both personal and organizational, as defined herein, have been reported to the Department.Such certification must be signed by a senior executive of the Contractor and submitted in accordance with instructions provided by the Department.Along with the annual certification,the Contractor shall also submit an update of any changes in any conflict of interest plan submitted with its proposal for this contract. The initial certification shall cover the one-year period from the date of contract award,and all subsequent certifications shall cover successive annual periods thereafter. The certification is to be submitted no later than 45 days after the close of the previous certification period covered. (4) In performing this contract,the Contractor recognizes that its employees may have access to data,either provided by the Department or first generated during contract performance, of a sensitive nature which should not be released without Department approval. If this situation occurs, the Contractor agrees to obtain confidentiality agreements from all affected employees working on requirements under this contract including subcontractors and consultants. Such agreements shall contain provisions which stipulate that each employee agrees not to disclose, either in whole or in part, to any entity external to the Department,Department of Health or the New York Department of Law,any information or data provided by the Department or first generated by the Contractor under this contract,any site-specific cost information,or any enforcement strategy without first obtaining the written permission of the Department. If a Contractor, through an employee or otherwise, is subpoenaed to testify or produce documents,which could result in such disclosure,the Contractor must provide immediate advance notification to the Department so that the Department can authorize such disclosure or have the opportunity to take action to prevent such disclosure.Such agreements shall be effective for the life of the contract and for a period of five(5)years after completion of the contract. (c) Remedies-The Department may terminate this contract in whole or in part, if it deems such termination necessary to avoid an organizational or personal conflict of interest,or an unauthorized disclosure of information. If the Contractor fails to make required disclosures or misrepresents relevant information to the Department,the Department may terminate the contract, or pursue such other remedies as may be permitted by the terms of Clause I of this Attachment or other applicable provisions of this contract regarding termination. (d) The Contractor will be ineligible to make a proposal or bid on a contract for which the Contractor has developed the statement of work or the solicitation package (e) The Contractor agrees to insert in each subcontract or consultant agreement placed hereunder(except for subcontracts or consultant agreements for well drilling, fence erecting, plumbing, utility hookups, security guard services, or electrical services) provisions which shall conform substantially to the language of this clause, including this paragraph (e), unless otherwise authorized by the Department. III. Dispute Resolution The parties agree to the following steps,or as many as are necessary to resolve disputes between the Department and the Contractor. (a) The Contractor specifically agrees to submit,in the first instance,any dispute relating to this contract to the designated individual,who shall render a written decision and furnish a copy thereof to the Contractor. (1) The Contractor must request such decision in writing no more than fifteen days after it knew or should have known of the facts which are the basis of the dispute. (2) The decision of the designated individual shall be the final DEC determination, unless the Contractor files a written appeal of that decision with the designated appeal individual("DAI")within twenty days of receipt of that decision. (b) Upon receipt of the written appeal,the DAI, will review the record and decision. Following divisional procedures in effect at that time,the DAI will take one of the following actions,with written notice to the Contractor. (1) Remand the matter to the program staff for further negotiation or information if it is determined that the matter is not ripe for review;or (2) Determine that there is no need for further action,and that the determination of the designated individual is confirmed; or (3) Make a determination on the record as it exists. Page 2 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 (c) The decision of the DAI shall be the final DEC decision unless the Contractor files a written appeal of that decision with the Chair of the Contract Review Committee("CRC")within twenty days of receipt of that decision. The designated individual to hear disputes is: Joe DiMura,Director,Bureau of Water Compliance New York State Department of Environmental Conservation 625 Broadway,4th Floor,Albany,New York 12233-3506 (518)402-8117 The designated appeal individual to review decisions is: Alan Fuchs,Director,Bureau of Flood Protection and Dam Safety New York State Department of Environmental Conservation 625 Broadway,4th Floor,Albany,New York 12233-3504 (518)402-8185 The Chair of the Contract Review Committee is: Department of Environmental Conservation Nancy W.Lussier,Chair Contract Review Committee 625 Broadway Albany,NY 12233-5010 Telephone: (518)402-9228 (d) Upon receipt of the written appeal,the Chair of the CRC,in consultation with the members of the CRC and the Office of General Counsel, will take one of the following actions, or a combination thereof, with written notice to the Contractor. (1) Remand the matter to program staff for additional fact finding,negotiation,or other appropriate action;or (2) Adopt the decision of the DAI;or (3) Consider the matter for review by the CRC in accordance with its procedures. (e) Following a decision to proceed pursuant to(d)3,above,the Chair of the CRC shall convene a proceeding in accordance with the CRC's established contract dispute resolution guidelines. The proceeding will provide the Contractor with an opportunity to be heard. (f) Following a decision pursuant to (d) 2 or (d) 3, the CRC shall make a written recommendation to the Deputy Commissioner for Administration who shall render the final DEC determination. (g) At any time during the dispute resolution process,and upon mutual agreement of the parties,the Office of Hearings and Mediation Services (OHMS) may be requested to provide mediation services or other appropriate means to assist in resolving the dispute. Any findings or recommendations made by the OHMS will not be binding on either party. (h) Final DEC determinations shall be subject to review only pursuant to Article 78 of the Civil Practice Law and Rules. (i) Pending final determination of a dispute hereunder,the Contractor shall proceed diligently with the performance of the Contract in accordance with the decision of the designated individual. Nothing in this Contract shall be construed as making final the decision of any administrative officer upon a question of law. 0)(1) Notwithstanding the foregoing,at the option of the Contractor,the following shall be subject to review by the CRC: Disputes arising under Article 15-A of the Executive Law(Minority and Women Owned Business participation),the Department's determination with respect to the adequacy of the Contractor's Utilization Plan, or the Contractor's showing of good faith efforts to comply therewith. A request for a review before the CRC should be made, in writing, Page 3 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 within twenty days of receipt of the Department's determination. (2) The CRC will promptly convene a review in accordance with Article 15-A of the Executive Law and the regulations promulgated thereunder. IV. Tax Exemption Pursuant to Tax Law Section 1116,the State is exempt from sales and use taxes. A standard state voucher is sufficient evidence thereof. For federal excise taxes,New York's registration Number 14740026K covers tax-free transactions under the Internal Revenue Code. V. Litigation Support In the event the Department becomes involved in litigation related to the subject matter of this contract,the Contractor agrees to provide background support and other litigation support,including but not limited to depositions,appearances, and testimony.Any compensation paid to the Contractor under this paragraph will be negotiated and based on the rates established in the contract,or as may otherwise be provided in the contract.No compensation for such support will be paid if the litigation is the result of the Contractors misconduct,negligence or omissions. VI. Inventions or Discoveries The Scope of work of this agreement shall not include any inventions.If however,an invention results from this project it shall be owned as follows: Any invention or discovery first made or conceived and reduced to practice in the performance of this Contract solely by the Contractor shall remain with the Contractor; provided that the Contractor shall grant to the Department and the State a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for on behalf of the Department and the State the subject copyright throughout the world,where the Contractor is able to do so. Any invention or discovery made or conceived and reduced to practice in the performance of this Contract solely by Department or State shall remain with the State; provided that the Department or State shall grant to the Contractor a nonexclusive,nontransferable,irrevocable,paid-up license to use for non-commercial research,educational,and public service purposes. Any invention or discovery made or conceived and reduced to practice in the performance of this Contract jointly by Contractor and Department or State in the performance of this work shall be jointly held by the Contractor and Department or State. VII. Intellectual Property and Copyright Materials (a) Title to,and the right to determine the disposition of any copyrights,or copyrightable material,first produced or created solely by Contractor in the performance of this work shall remain with the Contractor;provided that the Contractor shall grant to the Department and the State a nonexclusive,nontransferable,irrevocable, paid-up license to practice or have practiced for on behalf of the Department and the State the subject copyright throughout the world,where the Contractor is able to do so. Title to,and the right to determine the disposition of any copyrights,or copyrightable material,first produced or created solely by Department or State in the performance of this work shall remain with the State;provided that the Department or State shall grant to the Contractor a nonexclusive, nontransferable, irrevocable, paid-up license to use for non- commercial research,educational,and public service purposes. Title to,and the right to determine the disposition of any copyrights,or copyrightable material,first produced or created jointly by Contractor and Department or State in the performance of this work shall be jointly held by the Contractor and Department or State. VIII. Patent and Copyright Protection If any patented or copyrighted material is involved in or results from the performance of this Contract,this Article shall apply. (a) The Contractor shall, at its expense, defend any suit instituted against the Department and indemnify the Department against any award of damages and costs made against the Department by a final judgment of a court of last resort based on the claim that any of the products,services or consumable supplies furnished by the Contractor under this Contract Page 4 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 infringes any patent,copyright or other proprietary right;provided the Department gives the Contractor: (1) prompt written notice of any action,claim or threat of infringement suit,or other suit,and (2) the opportunity to take over,settle or defend such action at the Contractor's sole expense,and (3) all available information,assistance and authority necessary to the action,at the Contractor's sole expense. The Contractor shall control the defense of any such suit, including appeals, and all negotiations to effect settlement, but shall keep the Department fully informed concerning the progress of the litigation. (b) If the use of any item(s)or parts thereof is held to infringe a patent or copyright and its use is enjoined,or Contractor believes it will be enjoined,the Contractor shall have the right,at its election and expense to take action in the following order of precedence: (1) procure for the Department the right to continue using the same item or parts thereof; (2) modify the same so that it becomes non-infringing and of at least the same quality and performance; (3) replace the item(s)or parts thereof with noninfringing items of at least the same quality and performance; (4) if none of the above remedies are available,discontinue its use and eliminate any future charges or royalties pertaining thereto. The Contractor will buy back the infringing product(s)at the State's book value,or in the event of a lease,the parties shall terminate the lease.If discontinuation or elimination results in the Contractor not being able to perform the Contract,the Contract shall be terminated. (c) In the event that an action at law or in equity is commenced against the Department arising out of a claim that the Department's use of any item or material pursuant to or resulting from this Contract infringes any patent,copyright or proprietary right, and such action is forwarded by the Department to the Contractor for defense and indemnification pursuant to this Article,the Department shall copy all pleadings and documents forwarded to the Contractor together with the forwarding correspondence and a copy of this Contract to the Office of the Attorney General of the State of New York.If upon receipt of such request for defense,or at any time thereafter,the Contractor is of the opinion that the allegations in such action, in whole or in part, are not covered by the indemnification set forth in this Article, the Contractor shall immediately notify the Department and the Office of the Attorney General of the State of New York in writing and shall specify to what extent the Contractor believes it is and is not obligated to defend and indemnify under the terms and conditions of this Contract.The Contractor shall in such event protect the interests of the Department and State of New York and secure a continuance to permit the State of New York to appear and defend its interests in cooperation with Contractor as is appropriate, including any jurisdictional defenses which the Department and State shall have. (d) The Contractor shall,however,have no liability to the Department under this Article if any infringement is based upon or arises out of: (1) compliance with designs,plans,or specifications furnished by or on behalf of the Department as to the items; (2) alterations of the items by the Department; (3) failure of the Department to use updated items provided by the Contractor for avoiding infringement; (4) use of items in combination with apparatus or devices not delivered by the Contractor; (5) use of items in a manner for which the same were neither designed nor contemplated;or (6) a patent or copyright in which the Department or any affiliate or subsidiary of the Department has any direct or indirect interest by license or otherwise. (e) The foregoing states the Contractor's entire liability for, or resulting from, patent or copyright infringement or claim thereof. Page 5 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 IX. Freedom of Information Requests In response to a Freedom of Information Law(FOIL)request received by the Department,the Contractor agrees to provide to the Department records generated by the Contractor as a result of this contract's scope of work that are responsive to the FOIL request.The contractor may request that the Department except from disclosure records on the basis that they contain trade secrets or confidential commercial information in accordance with FOIL(Public Officers Law Section 87 and 6 NYCRR Part 616). X. Article 15-Requirements PARTICIPATION BY MINORITY GROUP MEMBERS AND WOMEN WITH RESPECT TO STATE CONTRACTS: REOUIREMENTS AND PROCEDURES (a) General Provisions (1) The Department is required to implement the provisions of New York State Executive Law Article 15-A and 5 NYCRR Parts 142-144("MWBE Regulations")for all State contracts as defined therein,with a value(1) in excess of$25,000 for labor, services, equipment, materials, or any combination of the foregoing or (2) in excess of$100,000 for real property renovations and construction. (2) The Contractor to the subject contract(the "Contractor" and the "Contract," respectively) agrees, in addition to any other nondiscrimination provision of the Contract and at no additional cost to the New York State Department (the "Department"),to fully comply and cooperate with the Department in the implementation of New York State Executive Law Article 15-A.These requirements include equal employment opportunities for minority group members and women ("EEO") and contracting opportunities for certified minority and women-owned business enterprises ("MWBEs"). Contractor's demonstration of"good faith efforts"pursuant to 5 NYCRR§142.8 shall be a part of these requirements. These provisions shall be deemed supplementary to, and not in lieu of, the nondiscrimination provisions required by New York State Executive Law Article 15(the"Human Rights Law")or other applicable federal,state or local laws. (3) Failure to comply with all of the requirements herein may result in a finding of non-responsiveness,non-responsibility and/or a breach of contract, leading to the withholding of funds or such other actions, liquidated damages pursuant to Section VII of this Article or enforcement proceedings as allowed by the Contract. (b) Contract Goals (1) For purposes of this procurement,the Department hereby establishes an overall goal of 20%for Minority and Women- Owned Business Enterprises("MWBE")participation,(based on the current availability of qualified MBEs and WBEs). (2) For purposes of providing meaningful participation by MWBEs on the Contract and achieving the Contract Goals established in Section II-A hereof,Contractor should reference the directory of New York State Certified MWBEs found at the following internet address;https:Hny.newnycontracts.com Additionally, the Contractor is encouraged to contact the Division of Minority and Woman Business Development ((518) 292-5250; (212) 803-2414; or(716) 846-8200)to discuss additional methods of maximizing participation by MWBEs on the Contract. (3) Where MWBE goals have been established herein, pursuant to 5 NYCRR §142.8, Contractor must document "good faith efforts"to provide meaningful participation by MWBEs as subcontractors or suppliers in the performance of the Contract.In accordance with Section 316-a of Article 15-A and 5 NYCRR§142.13,the Contractor acknowledges that if Contractor is found to have willfully and intentionally failed to comply with the MWBE participation goals set forth in the Contract,such a finding constitutes a breach of contract and the Contractor shall be liable to the Department for liquidated or other appropriate damages,as set forth herein. (c) Equal Employment Opportunity(EEO) (1) Contractor agrees to be bound by the provisions of Article 15-A and the MWBE Regulations promulgated by the Division of Minority and Women's Business Development of the State of Economic Development(the"Division").If any of these terms or provisions conflict with applicable law or regulations,such laws and regulations shall supersede these requirements.Contractor shall comply with the following provisions of Article 15-A: Page 6 of 19,Attachment A-I Agency Specific Terms and Conditions September 2017 (i) Contractor and Subcontractors shall undertake or continue existing EEO programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race,creed, color, national origin, sex, age, disability or marital status. For these purposes, EEO shall apply in the areas of recruitment, employment,job assignment, promotion, upgrading, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation. (ii) The Contractor shall submit an EEO policy statement to the Department within seventy two (72)hours after the date of the notice by Department to award the Contract to the Contractor. (iii) If Contractor or Subcontractor does not have an existing EEO policy statement,the Department may provide the Contractor or Subcontractor a model statement.This statement can be found at the link provided in Section 8. (iv) The Contractor's EEO policy statement shall include the following language: a. The Contractor will not discriminate against any employee or applicant for employment because of race,creed, color,national origin,sex,age,disability or marital status,will undertake or continue existing EEO programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination,and shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force. b. The Contractor shall state in all solicitations or advertisements for employees that, in the performance of the contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race,creed,color,national origin,sex,age,disability or marital status. c. The Contractor shall request each employer Department,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 employer Department,labor union,or representative will not discriminate on the basis of race,creed, color, national origin, sex age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the Contractor's obligations herein. d. The Contractor will include the provisions of Subdivisions(a)through(c)of this Subsection 4 and Paragraph "E"of this Section III,which provides for relevant provisions of the Human Rights Law,in every subcontract in such a manner that the requirements of the subdivisions will be binding upon each subcontractor as to work in connection with the Contract. e. EEO Contract Goals for the purposes of this procurement,the Department hereby establishes a goal of 0%Minority Labor Force Participation,0%Female Labor Force Participation. (2) Staffing Plan Form To ensure compliance with this Section,the Contractor shall submit a staffing plan to document the composition of the proposed workforce to be utilized in the performance of the Contract by the specified categories listed,including ethnic background, gender, and Federal occupational categories. Contractors shall complete the Staffing plan as part of the MWBE Utilization Plan and submit at the time of award of the contract. (3) Workforce Employment Utilization Report Form("Workforce Report") (i) Once a contract has been awarded and during the term of Contract, Contractor is responsible for updating and providing notice to the Department of any changes to the previously submitted Staffing Plan. This information is to be submitted on a quarterly basis during the term of the Contract to report the actual workforce utilized in the performance of the Contract by the specified categories listed including ethnic background, gender, and Federal occupational categories.The Workforce Report must be submitted to report this information. (ii) Separate forms shall be completed by Contractor and any subcontractor performing work on the Contract. (iii) In limited instances, Contractor may not be able to separate out the workforce utilized in the performance of the Contract from Contractor's and/or subcontractor's total workforce.When a separation can be made,Contractor shall submit the Workforce Report and indicate that the information provided related to the actual workforce utilized on Page 7 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 the Contract. When the workforce to be utilized on the contract cannot be separated out from Contractor's and/or subcontractor's total workforce, Contractor shall submit the Workforce Report and indicate that the information provided is Contractor's total workforce during the subject time frame,not limited to work specifically under the Contract. (4) Contractor shall comply with the provisions of the Human Rights Law, all other State and Federal statutory and constitutional non-discrimination provisions.Contractor and subcontractors shall not discriminate against any employee or applicant for employment because of race,creed (religion), color, sex, national origin, sexual orientation, military status, age, disability, predisposing genetic characteristic, marital status or domestic violence victim status, and shall also follow the requirements of the Human Rights Law with regard to non-discrimination on the basis of prior criminal conviction and prior arrest. (d) MWBE Utilization Plan (1) The Contractor represents and warrants that Contractor has submitted an MWBE Utilization Plan either prior to,or at the time of,the execution of the contract. (2) Contractor agrees to use such MWBE Utilization Plan for the performance of MWBEs on the Contract pursuant to the prescribed MWBE goals set forth in Section X-B-1 of this Attachment. (3) Contractor further agrees that a failure to submit and/or use such MWBE Utilization Plan shall constitute a material breach of the terms of the Contract.Upon the occurrence of such a material breach,Department shall be entitled to any remedy provided herein,including but not limited to,a finding of Contractor non-responsiveness. (e) Waivers (1) For Waiver Requests Contractor should use Waiver Request Form. (2) If the Contractor,after making good faith efforts,is unable to comply with MWBE goals,the Contractor may submit a Request for Waiver form documenting good faith efforts by the Contractor to meet such goals. If the documentation included with the waiver request is complete,the Department shall evaluate the request and issue a written notice of acceptance or denial within twenty(20)days of receipt. (3) If the Department,upon review of the MWBE Utilization Plan and updated Quarterly MWBE Contractor Compliance Reports determines that Contractor is failing or refusing to comply with the Contract goals and no waiver has been issued in regards to such non-compliance, the Department may issue a notice of deficiency to the Contractor. The Contractor must respond to the notice of deficiency within seven(7)business days of receipt.Such response may include a request for partial or total waiver of MWBE Contract Goals. (f) Quarterly MWBE Contractor Compliance Report Contractor is required to submit a Quarterly MWBE Contractor Compliance Report Form to the Department by the 10'h day following each end of quarter over the term of the Contract documenting the progress made towards achievement of the MWBE goals of the Contract. (g) Liquidated Damages-MWBE Participation (1) Where Department determines that Contractor is not in compliance with the requirements of the Contract and Contractor refuses to comply with such requirements,or if Contractor is found to have willfully and intentionally failed to comply with the MWBE participation goals,Contractor shall be obligated to pay to the Department liquidated damages. (2) Such liquidated damages shall be calculated as an amount equaling the difference between: (i) All sums identified for payment to MWBEs had the Contractor achieved the contractual MWBE goals;and (ii) All sums actually paid to MWBEs for work performed or materials supplied under the Contract. (3) In the event a determination has been made which requires the payment of liquidated damages and such identified sums have not been withheld by the Department,Contractor shall pay such liquidated damages to the Department within sixty (60)days after they are assessed by the Department unless prior to the expiration of such sixtieth day,the Contractor has filed a complaint with the Director of the Division of Minority and Woman Business Development pursuant to Subdivision 8 of Section 313 of the Executive Law in which event the liquidated damages shall be payable if Director renders a decision in favor of the Department. (h) Forms Forms referenced in this Article can be found at http://www.dec.ny.trov/about/48854.htmi Page 8 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 XI. Iran Divestment Act Requirements 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: http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pd 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. XII. Americans With Disabilities Act In the event the monies defined herein are to be used for the development of facilities,outdoor recreation areas, transportation or written or spoken communication with the public,the Contractor shall comply with all requirements for providing access for individuals with disabilities as established by Article 4A of the New York State Public Buildings Law,Americans with Disabilities Act,and relevant sections of the New York State Uniform Fire Prevention and Building Code.Standards for certain Recreation Facilities are found in the 2010 ADA Standards for Accessible Design while others are found in the Architectural Barriers Act Accessibility Guidelines for Outdoor Recreation Areas,https://www.access-board.gov/guidelines-and-standards XIII. Public Access to Facilities If applicable to the project,the Contractor agrees to allow public access to any facilities developed with monies defined herein on the same basis to all residents of New York State for a period not less than five(5)years after the date of final payment under this Contract or five(5)years after the date that the final payment was due.Failure to comply with the provisions of this clause shall be considered an abandonment of the Project. XIV. Project Insurance Considerations Refer to project insurance requirements as set forth in A-1 (B)Program Specific Terms and Conditions. XV. Amendment/Extensions The Contract may be amended and/or extended by mutual written consent of all parties. Amendment forms will be incorporated into this Contract and will not take effect until approved by all applicable State agencies and final approval by the Office of the State Comptroller, if applicable. Contract amendments may be conditioned upon funds being re- appropriated in the State Budget each state fiscal year to the Department. XVI. Environmental Protection Fund Acknowledgement If applicable,in recognition of a portion of the Department funds utilized for any work completed under this Contract, the Contractor agrees to acknowledge in any communication to the public, that such funding was provided from the Environmental Protection Fund as administered by the New York State Department of Environmental Conservation. XVII. Vendor Responsibility A. The Contractor shall at all times during the Contract term remain responsible. The Contractor agrees, if requested by the Commissioner or his or her designee, to present evidence of its continuing legal authority to do business in New York State, integrity,experience,ability,prior performance,and organizational and financial capacity. Page 9 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 B. The Department recommends that vendors file a required Vendor Responsibility Questionnaire online via the New York State VendRep System.To enroll in and use the New York State VendRep System,see the VendRep System Instructions available at http://www.osc.state.ny.us/vendrep/vendor index.htm or go directly to the VendRep System online at https:Hportal.osc.state.ny.u s. C. Vendors must provide their New York State Identification Number when enrolling.To request assignment of a Vendor ID or for VendRep System assistance,contact the Office of the State Comptroller's Help Desk at 866-370-4672 or 518- 408-4672 or by email at ciohelpdesk@_osc.state.nv.us.osc.state.ny.us. Vendors opting to complete and submit a paper questionnaire can obtain the appropriate questionnaire from the VendRep website www.osc.state.ny.us/vendrep or may contact the Department of the Office of the State Comptroller's Help Desk for a copy of the paper form. D. Upon written notice to the Contractor,and a reasonable opportunity to be heard with appropriate Department officials or staff,the Contract may be terminated by the Commissioner or his or her designee at the Contractor's expense where the Contractor is determined by the Commissioner or his or her designee to be non-responsible. In such event, the Commissioner or his or her designee may complete the contractual requirements in any manner he or she may deem advisable and pursue available legal or equitable remedies for breach. XVIII. Permits A. If applicable,the Contractor agrees to obtain all required permits, including but not limited to, local,state and federal permits prior to the commencement of any project related work. The Contractor agrees that all work performed in relation to the project by the Contractor or its agents,representatives,or contractors will comply with all relevant federal, state and local laws,rules, regulations and standards,zoning and building codes,ordinances,operating certificates for facilities,or licenses for an activity. B. With respect to the project, the contractor certifies that is has complied, and shall continue to comply with all requirements of the State Environmental Quality Review Act (SEQRA). The Contractor agrees to provide all environmental documents as may be required by the Department. The Contractor has notified, and shall continue to notify,the Department of all actions proposed for complying with the environmental review requirements imposed by SEQRA. XIX. Approvals The Contractor agrees that the project will be performed in accordance with the condition of any applicable administrative,judicial or governmental orders or approvals. XX. Site Access If applicable, the Contractor represents it has or will obtain title to or sufficient interest in the project site, including rights-of-way and necessary easements, before the start of the project to ensure undisturbed use and possession for purposes of construction and completion of the project,as well as operation of the project throughout its useful life. XXI. Cost Overruns If applicable, any cost overruns will not be paid by the Department and the Department is not committed to seeking additional appropriations or re-appropriation of funds and will not be responsible for the maintenance and operation of any facility which may be developed or equipment which may be purchased with the funds herein identified. XXII. Construction Plans It is the Contractor's responsibility(if applicable to the Project)to have all construction contract plans, specifications and cost estimates certified by a professional engineer licensed to practice in the State of New York.All certified plans and specifications shall become part of this Contract and shall be kept on the project site at all times. XXIII. Payment and Reporting A. The Contractor agrees to fully fund the Project and then seek reimbursement from the Department for eligible project costs.The Department will not process final payment for this Contract,until the Department determines that the project was completed satisfactorily and upon receipt of all required final close-out payment documentation in accordance with the direction and requirements described in Attachment D. B. The Contractor will be entitled to receive reimbursement payments for work, projects, and/or services rendered as detailed and described in Attachment C and Attachment D of this Contract. Claims for reimbursement must be Page 10 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 accompanied by such receipts and documents verifying expenditures as may be required by the Department and by the Comptroller. Satisfactory documentation shall include, but is not limited to, signed copies of payment vouchers or invoices,canceled checks/or the latest cumulative work-in-place estimate for each construction Contract,and any further documentation as may be required by the Department and/or the Comptroller. The Department reserves the right,in its sole discretion, to determine if the reimbursement request and accompanying documentation submitted by the Contractor is in satisfactory form and substance. A final payment determination will be based upon the Department's review of the Contractor's final voucher submission and reporting as described in Attachment D. XXIV. On-Site Inspections The State, Department or authorized representatives will conduct a review of the Project funded from this Contract, which may include on-site inspections,at a time that is satisfactory to the Department. XXV. Prohibition on Purchase of Tropical Hardwoods The Contractor certifies and warrants that all wood products to be sued 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 of 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. B) PROGRAM SPECIFIC TERMS AND CONDITIONS I. Notices: The Department's authorized representative for the implementation of this Contract and for approval, direction and receipt of all Project reports called for in this Contract is listed below. Whenever it is provided in this Contract that notice must be given or other communications sent to the Department,the notices or communications must be in writing and delivered or sent to the Department's authorized representative at: Address: Division of Water Contract Liaison,Fiscal Planning and Management Section New York State Department of Environmental Conservation 625 Broadway—4`h Floor Albany,NY 12233-3506 518-402-8219 A copy of all legal notices shall be sent to: General Counsel New York State Department of Environmental Conservation 625 Broadway- 141h Floor Albany,New York 12233-1500 The Contractor's authorized representative for the implementation of this Contract is the person authorized in the Resolution of Support for the contract. Notices or communications regarding this Contract should be in writing and delivered or sent to the Contractor's authorized representative at the address identified on the Face Page, with copies sent to the Contractor's contract administrator as identified in the contract application. Notices delivered or sent shall be deemed for all purposes as notice to all persons who are Parties to this Contract as Department or Contractor. Page 11 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 II. Project Insurance Considerations The Contractor agrees to procure and maintain at its own expense and without expense to the Department until final acceptance by the Department of the services covered by this Contract,insurance of the kinds and amounts as determined by the Department and based upon the project work plan.The insurance policies should be provided by insurance companies licensed to do business in the State of New York.Any delay or time lost as a result of the Contractor not having insurance required by the Contract shall not give rise to a delay claim or any other claim against the Department. Upon execution of this Contract,the Contractor shall furnish to the Department a certificate or certificates,satisfactory to the Department,showing that it has complied with this Article.The insurance documentation shall provide that: • Liability and protective liability insurance policies shall provide primary and non-contributory coverage to the NYS Department of Environmental Conservation for any claims arising from the Contractor's Work under this contract,or as a result of Contractor's activities. • The State of New York,NYS Department of Environmental Conservation,its officers,agents and employees, Division of Water,625 Broadway 4"Floor,Albany,New York 12233-3508, shall be listed as Certificate Holder on all liability insurance certificate(s),as additional insureds on endorsements(s)and on additional supporting documentation. • The policies shall include a waiver of subrogation endorsement in favor of the Department as an additional insured.The endorsement shall be on ISO Form Number CG 24 04 or a similar form with same modification to the policy. • Policies shall not be changed or canceled until thirty(30)days prior written notice has been given to the Department;as evidenced by an endorsement or declarations page. • Insurance documentation shall disclose any deductible,self-insured retention,aggregate limit or any exclusion to the policy that materially changes the coverage required by the Contract. • Endorsements in writing must be added to and made part of the insurance contract for the purpose of changing the original terms to reflect the revisions and additions as described.A copy of these endorsements must be provided to the Department within a reasonable amount of time. • Applicable insurance policy number(s)reference on the ACORD form must be referenced in the supporting documentation requested by the Department and supplied by the insurance company(e.g.endorsement page, declarations page,etc.). • This Contract shall be void and of no effect unless the Contractor procures the required insurance policies and maintains them until completion of the work or acceptance by the Department,whichever event is later. The kinds and amounts of insurance required are as follows: A. Workers'Compensation coverage must be provided for work to be performed in New York State. The Contractor shall provide and maintain full New York State coverage during the life of this contract for the benefit of such employees as are required to be covered by the New York State Workers'Compensation Law. Evidence of Workers' Compensation and Employers Liability coverage must be provided on one of the following forms specified by the Chairman of the New York State Workers'Compensation Board: FORM# FORM TITLE C-105.2 Certificate of Workers' Compensation Insurance U-26.3 State Insurance Fund Version of the C-105.2 form SI-12/GSI-105.2 Certificate of Workers'Compensation Self-Insurance CE-200 Certificate of Attestation of Exemption—(no employees) B. Disability Benefits coverage must be provided for work to be performed in New York State. The Contractor shall provide and maintain coverage during the life of the contract for the benefit of such employees as are required to be Page 12 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 covered by the New York State Disability Benefits Law. Any waiver of this requirement must be approved by the Department of Environmental Conservation and will only be granted in unique or unusual circumstances. Evidence of Disability Benefits coverage must be provided on one of the following forms specified by the Chairman of the New York State Workers' Compensation Board: FORM# FORM TITLE DB-120.1 Certificate of Disability Benefit Insurance DB-155 Certificate of Disability Benefit Self-Insurance CE-200 Certificate of Attestation of Exemption—(no employees) An ACORD form is NOT an acceptable proof of Workers'Compensation coverage.ALL OF THE ABOVE REFERENCED FORMS,EXCEPT CE-200,SI-12& DB-155 MUST NAME The State of New York and The New York State Department of Environmental Conservation,Division of Water,625 Broadway 4`h Floor,Albany,NY 12233-3508,as the Entity Requesting Proof of Coverage. Additional information can be obtained at the Worker's Compensation website: http://www.web.ny.gov/content/main/Employers/Employers.isp Upon review of the scope of work outlined in the Grant Application by the Department,the following types of liability insurance may be required: C. Commercial General Liability Insurance with a limit of not less than$2,000,000 each occurrence,and$5,000,000 General aggregate. Such insurance shall cover liability arising from premises operations,independent contractors, products-completed operations,broad form property damage,personal and advertising injury,cross liability assumed in a contract(including tort liability of another assumed in a contract). Limits may be provided through a combination of primary and umbrella/excess liability policies.The CGL aggregate shall be endorsed to apply on a per project basis for construction contracts. D. Business Automobile Liability with a limit of not less than$1,000,000 each accident.Such insurance shall cover liability arising out of any registered motor vehicle including owned,leased,hired and non-owned vehicles.If the Contractor does not own,rent or lease any registered vehicles and will not be using any vehicles on State Land proof of Business Automobile Liability Insurance shall not be required for this Contract. The Contractor shall assume full responsibility and liability that owners and operators of any registered vehicles entering State Land to conduct work under this contract carry the same Business Automobile Liability Insurance of the kinds and amounts listed above. NYS Department of Environmental Conservation reserves the right to request proof of the same. E. Environmental Liability with a limit of not less than$1,000,000 providing primary coverage for bodily injury and property damage,including loss of use of damaged property or of property that has not been physically injured. Such policy shall provide coverage for actual,alleged or threatened emission,discharge,dispersal,seepage,release or escape of pollutants,including any loss,cost or expense incurred as a result of any cleanup of pollutants or in the investigation,settlement or defense of any claim,suit,or proceedings against the Department of Environmental Conservation arising from the Contractor's Work. F. Professional Liability Insurance includes coverage for its negligent act,error or omission in rendering or failing to render professional services required by this contract arising out of specifications,installation,modification, abatement,replacement or approval of products,materials or processes containing pollutants,and the failure to advise of or detect the existence or the proportions of pollutants. The Contractor,any subcontractor or supplier retained by the Contractor to work on the contract shall procure and maintain during and for a period of three(3)years after completion of this contract,Professional Liability Insurance in the amount of$1,000,000.The professional liability insurance may be issued on a claims-made policy form,in which case the Contractor shall purchase at its sole expense,extended Discovery Clause coverage of up to three(3)years after work is completed if coverage is cancelled or not renewed. G. Marine Protection&Indemnity: Anytime the activity involves work on navigable water or the work is connected to water related activities,the Contractor shall procure Marine Protection&Indemnity and Hull and Machinery Page 13 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 coverage,if available.Hull and Machinery coverage shall be provided for the total value of the watercraft or equipment.The Contractor shall obtain Protective and Indemnity Liability insurance for all marine operations under the contract,with a minimum$2,000,000 limit. Should the Contractor engage a subcontractor,the Contractor shall impose the insurance requirements of this document on the subcontractor.Contractor shall determine the required insurance types and limits,commensurate with the work of the Subcontractor. The Contractor will maintain the certificate or certificates and endorsements for all subcontractors hired as part of the Contractor's records. In addition,for Land Acquisition projects:The contractor will purchase a policy of title insurance in the amount equivalent to the purchase price of the land acquisition,issued by a Title Company licensed by the State of New York and in a form acceptable to the New York State Department of Environmental Conservation,naming the contractor as the insured party. III. Local Share Requirements as applicable to each program set forth below in(A),(B)and(C): A. For Round 14 Non-agricultural Nonpoint Source Abatement and Control, Salt Storage, Land Acquisition for Source Water Protection, Aquatic Habitat Restoration, and Municipal Separate Storm Sewer System projects types, the Contractor must provide an eligible share of least twenty-five percent (25%) of approved project costs of up to the Contract Funding Amount identified on the face page. This percentage will be specified in the Attachment B-1 (Expenditure Budget).The Contractor share cannot be paid with state or federal grant funds. B. For Round 14 High Priority Wastewater Treatment Plant projects,the Contractor must provide an eligible share of least fifteen percent(15%)of approved project costs of up to the Contract Funding Amount identified on the face page.This percentage will be specified in the Attachment B-1 (Expenditure Budget). The Contractor share cannot be paid with state or federal grant funds. C. For Round 14 General Priority Wastewater Treatment Plant projects,the Contractor must provide an eligible share of least sixty percent(60%)of approved project costs of up to the Contract Funding Amount identified on the face page. This percentage will be specified in the Attachment B-1 (Expenditure Budget). The Contractor share cannot be paid with state or federal grant funds. IV. Project Implementation The Contractor agrees to proceed expeditiously with the Project and shall complete the Project in accordance with the performance measures set forth in Attachment C(Work Plan)or any amendments to such Work Plan which are approved by the Department in writing and the Office of State Comptroller when applicable. V. For Projects Involving Construction(in addition to Attachment A.I.A.Article XXII—Construction Plans) A. The Contractor agrees that it shall notify the Department in writing thirty (30) calendar days prior to the start of construction or,if the start of construction began on or after May 1,2017,upon approval of the Contract the Contractor shall notify the Department in writing thirty(30)calendar days as to the status of any construction B. The Contractor agrees that it shall notify the Department in writing thirty(30)days following initial start-up operation of the Project. C. The Contractor agrees that it shall cause the Project to be designed and constructed in accordance with the engineering report or facilities plan, and if applicable to the project,the plans and specifications for the Project shall be stamped with the seal of a licensed professional engineer and shall be signed with the personal signature of such engineer in compliance with Education Law§7209(1)and(2),and which have been delivered to and approved by the Department, as well as any amendments thereto. D. The Contractor agrees to use NYS Office Office of General Services design and construction specifications for salt storage construction projects. https•//online ogs ny-ov/DNC/MasterSpec04/MasterSpecListing.asp?Div--13 Section 133423 -Rectangular Salt Storage Structure Section 133424—Dome Salt Storage Structure E. The Contractor agrees that it shall permit the Department to participate in all its meetings and conferences with respect Page 14 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 to the Project. Upon request from the Department,the Contractor must submit to the Department reports, documents, data,contractual documents,administrative records and other information pertinent to the Project. F. The Contractor agrees to pennit representatives of the Department to have unrestricted access to the Project at all reasonable times,and all contracts of the Contractor for construction or operation of all or a portion of the Project shall contain provisions that permit such access to the Project or work relating to the Project,wherever it is in preparation or progress,and that contractors or subcontractors shall provide proper facilities for such access and inspection and shall permit extracts and copies of Project records to be made by the representatives of the Department. G. Within sixty (60) calendar days after the end of the Contract Term, or upon final completion of the Project, the Contractor agrees that it will deliver the following to the Department: 1. A certification stating that the Project has been completed in accordance with this Contract,and constructed per the approved plans and specifications,and any approved amendments thereto. 2. The certified "as built" plans and specifications for the Project. Any work not in accordance with the approved plans and specifications shall be remedied,unless such non-compliance is agreed to be waived by the Department. 3. The Contractor shall retain all as-built plans and specifications for the Project for the useful life of the Project. VI. Useful Life of Project A. In Perpetuity(Conservation easements) For land acquisition or conservation easements obtained for the protection of water supplies,the useful life is in perpetuity. B. 30 Years(wastewater treatment,and other capital projects such as salt storage facilities) The Contractor agrees that it is fully responsible for ensuring the proper and efficient monitoring, operation and maintenance of the Project satisfactory to the Department,including,but not limited,to retaining a sufficient number of qualified staff and ensuring performance of required tests and requirements. After completion of the Project, the Contractor shall,for a period of thirty(30)years unless another period of time is specified in the attached Work Plan (the useful life of the Project as provided in the State Finance Law §61]), operate the Project or otherwise cause the Project to be operated properly in a sound and economical manner and shall maintain,preserve and keep the Project,or cause the Project to be maintained,preserved and kept, in good repair,working order and condition and shall make,or cause to be made,all necessary and proper repairs,replacements and renewals from time to time,so that at all times the Project may be operated properly in a manner consistent with the Project performance standards contained in the engineering report of facilities plan for the Project,with this Contract and with the requirements of any related permit or other governmental approval of the Project. C. 20 Years(other nonpoint source and aquatic habitat restoration projects) SFL§61 provides useful life expectancies for things such as culverts and environmental restoration projects.Here the Contractor agrees that it is fully responsible for ensuring the proper and efficient monitoring,operation and maintenance of the Project satisfactory to the Department.After completion of the Project,the Contractor shall,for a period of twenty (20)years unless another period of time is specified in the attached Work Plan(the useful life of the Project as provided in the State Finance Law§61]), operate the Project or otherwise cause the Project to be operated properly in a sound and economical manner and shall maintain, preserve and keep the Project, or cause the Project to be maintained, preserved and kept,in good repair,working order and condition and shall make,or cause to be made,all necessary and proper repairs,replacements and renewals from time to time,so that at all times the Project may be operated properly in a manner consistent with the Project performance standards contained in the engineering report of facilities plan for the Project, with this Contract and with the requirements of any related permit or other governmental approval of the Project. D. 5 years("other"projects not covered in A.of B.,e.g.,hydro-seeding) SFL§61 provides useful life expectancies for projects not otherwise specified.Any work of construction,improvement, or purpose not covered by other provisions of SFL§16 have a five-year useful life.Here the Contractor agrees that it is fully responsible for ensuring the proper and efficient monitoring,operation and maintenance of the Project satisfactory to the Department. After completion of the Project, the Contractor shall, for a period of five (5)years unless another period of time is specified in the attached Work Plan(the useful life of the Project as provided in the State Finance Law Page 15 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 §61]),operate the Project or otherwise cause the Project to be operated properly in a sound and economical manner and shall maintain,preserve and keep the Project,or cause the Project to be maintained,preserved and kept,in good repair, working order and condition and shall make,or cause to be made, all necessary and proper repairs, replacements and renewals from time to time, so that at all times the Project may be operated properly in a manner consistent with the Project performance standards contained in the engineering report of facilities plan for the Project,with this Contract and with the requirements of any related permit or other governmental approval of the Project. VII. Signage In addition to requirements in A.1.A.XVI (Environmental Protection Fund Acknowledgement), the Department may require the installation of a project sign which identifies the EPF/Clean Water Infrastructure Act as a source of funding as outlined in the requirements and specifications attached to and made part of this contract as Attachment E. For projects with multiple funding sources the Contractor acknowledges that a portion of this grant is funded by the Department as a Water Quality Improvement Project.The Contractor agrees to identify the Department as a source of funding for this project in any communications to the public.The Department may require the installation of a project sign which identifies it as a source of funding as outlined in the requirements and specifications attached to and made part of this contract as Attachment E. VIII. Period of Eligible Costs Only those eligible project related costs incurred on or after May 1, 2017 will be eligible for reimbursement of grant funding.The eligibility of project costs for each project type is defined in the request for applications for each project type. IX. Planning and Design costs Planning and design costs for nonpoint source control and abatement projects,salt storage facilities,and aquatic habitat restoration projects may be considered eligible if they are associated with implementing a project.Planning and design costs cannot exceed 20%of the award amount. X. Nonpoint Source Pollutant Load Reduction For Nonpoint Source Pollution reduction projects and salt storage facilities,prior to contract execution,the Contractor shall provide a report of estimates of pollutant load reduction as required by the Department. XI. MS4 Lead Applicant Self-Certification For Municipal Separate Storm Sewer System(MS4)projects that involve more than one municipality,the lead applicant must certify that an Inter-Municipal Agreement or a signed commitment exists between the Lead Applicant and each participating MS4 stating the participating MS4's commitment and willingness to deliver each output attributed to them in the contract work plan as described in Attachment F. XII. Land Acquisition Projects for source water protection pursuant to Title 33 of Article 15 of the Environmental Conservation Law. A. "Land acquisition projects" mean open space acquisition projects undertaken with willing sellers including, but not limited to, the purchase of conservation easements, undertaken by a municipality, a not-for-profit corporation, or purchase of conservation easements by a soil and water conservation district. B. All land acquisition projects shall be undertaken in the state of New York. C. The commissioner is authorized to provide state assistance to municipalities, not-for-profit corporations and soil and water conservation districts to undertake land acquisition projects for source water protection, in cooperation with willing sellers. Land acquisition projects for source water protection shall support, expand or enhance drinking water quality protection, including but not limited to aquifers,watersheds,reservoirs,lakes,rivers and streams. D. 1.Any buffer encumbered by a conservation easement acquired pursuant to ECL§15-3303 that encumbers lands used in agricultural production as defined in section three hundred one of the agriculture and markets law in a county designated state certified agricultural district created under section three hundred three of the agriculture and markets law may allow agricultural activity that qualifies such lands, provided such activity on such lands does not impair Page 16 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 drinking water and complies with an agricultural environmental management program plan developed by the state soil and water conservation committee,in partnership with the department. 2.Notwithstanding any limitations provided herein on lands acquired pursuant to ECL Article 15 Title 33 a license or easement may be granted by the owner of such property to a public utility for a public purpose. E. 1. No state assistance may be provided pursuant to ECL §15-3303 to fund any land acquisition project which is undertaken by eminent domain unless such process is undertaken with a willing seller. 2.The department shall not provide funding pursuant to ECL§15-3303 for any land acquisition project for source water protection by a not-for-profit corporation, if any town, village or city within which such a project is located, by resolution, within ninety days of notification by such corporation of its interest in acquiring such projects, objects to such acquisition. a. A not-for-profit contractor shall notify any town, village or city within which such a project is located of its interest in acquiring such project and inform them they have 90 days to object by resolution. b. A not-for-profit contractor shall provide the Department with copies of such notifications and all responses received from any town,village or city, or certify to the Department that no responses were received within 90days. F. Real property acquired, developed, improved, restored or rehabilitated by or through a municipality or not-for-profit corporation with funds made available pursuant to ECL Article 15 Title 33 shall not be sold,leased,exchanged,donated or otherwise disposed of or used for other than the public purposes of ECL Article 15 Title 33 without the express authority of an act of the legislature,which shall provide for the substitution of other lands of equal environmental value and fair market value and reasonably equivalent usefulness and location to those to be discontinued, sold or disposed of,and such other requirements as shall be approved by the commissioner. G. If the state acquires a real property interest in land purchased by a municipality or not-for-profit with funds made available pursuant to ECL Article 15 Title 33,the state shall pay the fair market value of such interest less the amount of funding provided by the state pursuant to ECL§15-3303. H. Contractor agrees to provide the Department with a shape file suitable for locating acquired parcels on a geographical information system platform. I. Land Purchase and Conservation Easement Requirements The Department will thoroughly review all documentation and only reimburse for land purchases and Conservation Easements that provide for the protection of source water as set forth in Title 33 of Article 15 of the Environmental Conservation Law(ECL).The following are conditions of land acquisitions: a. Easement document must include all necessary requirements to fulfill the objective of ECL Article 15,Title 33. b. Lands currently protected by a federal or state easement program are not eligible for funding under this grant. c. Conservation Easements must be acquired in perpetuity. d. Conservation easements must be acquired pursuant to Article 49,Title 3 of the New York State Environmental Conservation Law. e. If the property is used for activities which interfere with the accomplishment of approved purposes, the violating activities must cease and any resulting adverse effects must be remedied. f. Contractor must describe in detail protocols for stewardship, monitoring and enforcement of properties or easements as part of their work plan. g. Monitoring and enforcement of properties or easements obtained with funding from this contract may be performed by a subcontractor.The subcontractor's role and responsibilities must be outlined in this contract's work plan. h. Public access will be reviewed and approved by DEC on a case-by-case basis. The contractor must provide written documentation that public access would not have an impact to the drinking water supply.In the case of a municipality,this documentation is to be provided at the earliest date practicable but not later than 120 days prior to closing.In the case of a Not-for-Profit or Soil and Water Conservation District,documentation shall be provided concurrently with notification of the municipality of its interest in acquiring such projects. Page 17 of 19,Attachment A-1 Agency Specific Terms and Conditions September 2017 i. Documentation must contain a thorough description and maps showing access points, proposed activities,and proximity to the water supply i. Contractor agrees to provide a summary of existing property conditions prior to acquisition signed by both seller and Contractor. j. Appraisals are required prior to reimbursement. Appraisals must be completed by a state general certified appraiser following the Uniform Standards of Professional Appraisal Practice(USPAP). Two appraisals are required when appraised value is over$300,000. k. Boundary surveys and maps are required for all properties and shall identify the protected property and any exclusion areas that are not protected.Surveys must be completed by a professional land surveyor licensed to practice in New York and must be recorded in the County Clerk's office prior to the recording of a conservation easement in the County Clerk's office. I. i. Appraisals, surveys, titles and easement language (if applicable) will be reviewed by DEC. No reimbursement will be made until the final approval is given by the Department m. Final approval from the Department is required i. prior to closing;or ii. in the event that the closing has already taken place,immediately following execution of this contract. DEC will have a minimum of 120 days to review and approve or disapprove the parcel(s) being proposed J. Riparian Buffer Requirements(Surface Water Supplies only) a. Riparian buffers must be vegetated using only native trees,shrubs and grasses appropriate for site conditions. b. Riparian buffers must have a minimum average width of 100 feet,measured from the edge of the streambank, if they are adjacent to tributaries. c. Riparian buffers must have a minimum average width of 300 feet,measured from the edge of the shoreline,if they are adjacent to reservoirs, lakes or ponds. d. For newly created or restored buffers,the contractor must develop and implement a maintenance plan during the buffer establishment period,defined as 3-5 years after planting of vegetation. e. Streambanks must be stable prior to creation or restoration of riparian buffers. f. Selective cutting of trees,removal of invasive species,or supplemental planting of trees,shrubs,or grasses are allowed provided they improve habitat and function of the riparian buffer or remove,mitigate,or warn against unreasonable harm to people,property or health of native species on or around the defined riparian buffer area. g. Disturbances that compromise the ecological condition of the riparian buffer area, including, but not limited to, livestock access to the riparian buffer, wood or timber harvesting, excessive mowing and recreational vehicular use must be prohibited,except as allowed by Article X I LD above. K. Wetland Requirements(Surface Water Supplies only) a. Project work plan must describe how the work in and near wetlands will protect drinking water supplies and provide improved wetland function. b. Work within or immediately adjacent to existing wetlands must be limited to activities that will improve wetland function.Disturbances that compromise ecological functions are ineligible for funding. c. Projects cannot mitigate for impacts to regulated wetlands. Wetland mitigation projects are ineligible for funding. d. The contractor must develop and implement a maintenance plan for any wetland creation or enhancement.The maintenance plan must include protocols for addressing problems for a minimum of 3 years following creation or enhancement. L. Eligible expenses include administrative and transactional costs (e.g. property surveys, land appraisals, staff time devoted to the project)and the value of the land or development rights to be acquired by the grantee. a. The value of the land or development rights being acquired,provided such value associated with the purchase of the property or purchase of a conservation easement is from an appraisal deemed acceptable by DEC.DEC may reimburse for purchase of land or development rights above fair market value in the limited circumstances where it can be demonstrated that the property has a unique resource value.This approach recognizes the fact that outside independent appraisals will not take into account the unique resource value of a particular parcel. In such circumstances, the outside independent appraisals may be merely a bench mark for determining the fair market value of the property. DEC has the discretion and may reimburse at a price above the highest approved independent appraisal provided: 1)the price was the result of documented negotiations between the Page 18 of 19,Attachment A-I Agency Specific Terms and Conditions September 2017 Grantee and the seller and 2)the Grantee demonstrated the unique resource value and how it accomplishes the objective of this program. b. Transactional costs acceptable by DEC, provided they result in final acquisition of land or perpetual conservation easement and/or restoration of new riparian buffers and are limited to:title reports,title insurance, property surveys, appraisals, certified appraisal review, easement holder and landowner's legal fees to negotiate/close the conservation easement transaction and to review title reports and,as necessary,prepare title curatives, filing fees, or other Department-approved closing costs, map and GIS/remote sensing data, environmental assessments, baseline documentation reports, stewardship or management plans, easement stewardship fee, project specific defense liability insurance fees, property taxes,and State or local real estate transfer taxes. c. Staff salaries directly devoted to or connected to the program,excluding indirect(overhead/operating)expenses (Grantees will be required to document time works,tasks,pay ratio and payment,and itemize salaries according to job title and roles/responsibilities on the program). d. Riparian buffer or wetland restoration costs deemed acceptable by DEC. "Soft" streambank stabilization practices including but not limited to, live staking, contour wattling, erosion control matting,and root wads, are eligible for funding as part of riparian buffer restoration.Streambank stabilization costs cannot exceed 25% of the award amount. e. Value of contractual services provided by professional and technical personnel and consultants (i.e. engineering and architectural services,surveys,plans and specifications,research,design and development of a project, consultant and legal services directly related to a project, feasibility study for a property, etc.). Planning and design costs cannot exceed 20%of the award amount. f. Supplies and materials directly necessary to implement individual projects. g. Travel Costs(within New York State)directly associated and required to implement the program. A Ineligible costs: a. Out-of-state travel costs,and any travel not directly required to implement the program; b. Program costs funded from other state and/or federal funding sources; c. Indirect costs,including overhead/operating expenses(space,rent,utilities); d. Costs incurred prior to a grant award or outside of the contract term; e. Endowment funds; f. Major capital expenditures,such as equipment or computers; g. Any fee or other contribution deposited to a legal defense fund other than a conservation easement defense liability insurance policy; h. Restoration projects that include hard armoring of streambanks,including stone rip rap; i. Wetland mitigation projects; j. Projects with planning and design in excess of 20%of the award amount; k. Construction oversight; 1. Improvements to public access; in. Interest payments;and n. Forest management plans. VIII. Project Imagery Upon completion of the project,contractor shall provide the Department with a high resolution image(minimum 300 dots per inch)of the completed project and grant to the Department the right to make an unlimited number of copies and publish the image in Department publications without charge or restriction. Page 19 of 19,Attachment A-I Agency Specific Terms and Conditions September 2017 ATTACHMENT B-1 EXPENDITURE BASED BUDGET SUMAIARY PROJECT NAME: Village of Lake George Regional Road Salt Delcing Reduction project CONTRACTOR SFS PAYEE NAME: LAKE GEORGE VILLAGE OF CONTRACT PERIOD: From: 01/01/2018 To: 01/01/2020 GRANT MATCH OTHER CATEGORY OF EXPENSE MATCH% TOTAL FUNDS FUNDS FUNDS I.Personal Services a)Salary $0.00 $0.00 0% $0.00 $0.00 b)Fringe $0.00 $0.00 0% 50.00 $0.00 Subtotal $0.00 $0.00 0% $0.00 $0.00 2.Non Personal Services a)Contractual Services $40,000.00 $45,000.00 112% 50.00 $85,000.00 b)Travel 50.00 $0.00 0% $0.00 $0.00 c)Equipment $160,000.00 $5,000.00 3% $0.00 $165,000.00 d)Space/Property&Utilities $0.00 $0.00 0% $0.00 $0.00 e)Operating Expenses $0.00 $0.00 0% $0.00 $0.00 f)Other 50.00 $0.00 0% $0.00 $0.00 Subtotal $200,000.00 550,000.00 25% 50.00 $250,000.00 TOTAL $200,000.00 $50,000.00 25% $0.00 $250,000.00 Contract Number:# DECOI-000523GG-3350000 Page I of 7,Attachment B-1-Expenditure Based Budget ATTACHMENT B-1 EXPENDITURE BASED BUDGET PERSONAL SERVICES DETAIL SALARY POSITION TITLE ANNUALIZED STANDARD PERCENT OF NUMBER OF TOTAL SALARY PER WORK WEEK EFFORT MONTHS FUNDED POSITION (HOURS) FUNDED Subtotal TOTAL FRINGE PERSONAL SERVICES TOTAL Contract Number:# DECO1-CO0523GG-3350000 Page 2 of 7,Attachment B-1-Expenditure Based Budget ATTACHMENT B-1-EXPENDITURE BASED BUDGET NON-PERSONAL SERVICES DETAIL CONTRACTUAL SERVICES-TYPE/DESCRIPTION TOTAL Procurement of brine products $30,000.00 Lake George Association 510,000.00 Fund for Lake George $10,000.00 Town of Lake George 55,000.00 Town of Bolton 55,000.00 Town of Queensbury $5,000.00 Town of Hague 55,000.00 Town ofTiconderoga $5,000.00 Provide training on improved road winter maintenance for all municipalities $5,000.00 New Municipal De-Icing Policies 55,000.00 TOTAL $85,000.00 Contract Number:# DECOI-000523GG-3350000 Page 3 of 7,Attachment B-I-Expenditure Based Budget ATTACHMENT B-1-EXPENDITURE BASED BUDGET NON-PERSONAL SERVICES DETAIL TRAVEL-TYPE/DESCRIPTION TOTAL TOTAL Contract Number:# DECO 1-000523GG-3350000 Page 4 of 7,Attachment B-1-Expenditure Based Budget EQUIPMENT-TYPE/DESCRIPTION TOTAL Live Edge plows(six,one per involved municipality) $63,000.00 Brine storage tanks(12) S23,000.00 Brine spreaders(8) 579,000.00 TOTAL $165,000.00 Contract Number:# DECO1-000523GG-3350000 Page 5 of 7,Attachment B-I-Expenditure Based Budget OPERATING EXPENSES-TYPE/DESCRIPTION TOTAL TOTAL Contract Number:# DECO 1-CO0523GG-3350000 Page 6 of 7,Attachment B-1-Expenditure Based Budget OTHER-TYPEMESCRIPTION TOTAL TOTAL Contract Number:# DECO1-0005'_3GG-3350000 Page 7 of 7,Attachment B-1-Expenditure Based Budget ATTACHNI ENT C-WORK PLAN SUMMARY PROJECT NAME: Village of Lake George Regional Road Salt Delcing Reduction project CONTRACTOR SFS PAYEE NAME: LAKE GEORGE VILLAGE OF CONTRACT PERIOD: From: 01/01/2018 To: 01/01/2020 Project Summary: A high-level overview of the project,including the overall goal and desired outcomes. This project is to initiate a regional winter de-icing program among six Lake George basin municipalities using road brine as an alternative to traditional rock salt,and improved plowing technologies.The use of road brine(salt water)has been shown to dramatically cut the overall usage of salt on roadways,while providing the same or better levels of service and performance.The reduction in salt applications can exceed 50%,thereby reducing the overall municipal budgets for rock salt in the tens of thousands of dollars(and hundreds of tons of salt)annually.Perhaps even more importantly,the reduced application levels will greatly lessen the stress on the local environment including wetlands,local streams and Lake George itself.As salt is the primary factor in the deterioration of transportation infrastructure and vehicles,a 50%reduction ultimately has massive benefits in long-term costs both publicly and privately. This project will also cost-share the purchase of new 'Live Edge plows,one per municipality,that utilize multiple blades to contour to the road,creating a much cleaner road surface. This,in turn,allows for reduced applications of road salt to melt the packed snow left behind. These two new technologies will alter the traditional winter road maintenance operations in the Lake George Basin,resulting in a projected reduction between 30-50%over time as these systems come online fully. Contract Number:# DECO1-CO0523GG-3350000 Page 1 of 1 ,Attachment C-Work Plan Summary ATTACh(MENT C-WORK PLAN DETAIL Objective 1 Building Brine Capacity Tasks 1 Outreach-Meet regularly with all involved municipal officials to discuss how to best transition their operation to anti-icing through pre-applications of salt brine. Discuss several other successful municipal operations as part of this discussion,building on their efforts and knowledge(Towns of New Hartford,Ballston Spa, Halfmoon,NYS DOT). Performance Measures 1 Schedule-Gain support from each Highway Superintendent through onsite meetings at their facilities,and group meetings between all boards. By October 1,2018,have all Highway Superintendents on board and ready to apply anti-icing techniques for winter 2018/2019. Tasks 2 Procurement-Procure brine vendor,storage and spreading equipment to meet the needs of the highway department. All procurements will abide by municipal and NYS authorities and procedures. As noted in the budget,the following items are anticipated to be procured(subject to minor modification based on municipal capacity and need):eight brine spreaders(size to vary)and twelve brine storage tanks(size to vary). The Village of LG will also procure one or more brine vendors to supply brine and specialty de-icing products to accommodate the needs of the program. Performance Measures 1 Schedule-All procurements shall be completed prior to 12/15/18 in preparation for the 2018/2019 winter season. Contract Number:# DECO 1-000523GG-3350000 Page I of 2 ,Attachment C-Work Plan Detail ATTACHMENT C-WORK PLAN DETAIL Objective 2 Improved Plow Technology Tasks I Outreach and Education-Meet with municipal officials and highway superintendents to highlight the benefits of the multi-blade'Live Edge plow in contouring to roads and removing more snow and ice. Highlight benefits shown in both the Towns of Lake George and Hague where utilization of this loaned plow resulted in greatly improved snow removal and use of less salt. Performance Measures 1 Schedule-Meet with all six involved municipalities prior to October 1st,securing their support for this transition and their local financial donation. 2 Outcomes-Discuss the season's outcomes and long-term utilization of this plow technology into their operations. Meet with all involved highway departments by June 1,2019 and develop summary of winter activities using this new plow system. Tasks 2 Procurement-The Village of Lake George will seek to procure new"Live Edge"plows at the best rate possible. One plow will be purchased for each involved municipality,using a combination of grant funds and municipal funds. The nonprofit Fund for Lake George is currently working to become a certified vendor for these plows,for the sole purpose of garnering cost-savings of these plow systems for municipalities throughout the watershed. If that comes to fniition,these plows will be purchased at a wholesale rate,saving grant dollars which will be directed towards the brine program. Performance Measures I Schedule-The procurement process for securing the six Live Edge plows will begin immediately upon contract execution,to ensure utilization in the 2018/2019 winter season. All plows will be procured and installed by 12/15/18 Contract Number:# DECO]-CO0523GG-3350000 Page 2 of 2 Attachment C-Work Plan Detail ATTACHMENT D PAYMENT AND REPORTING SCHEDULE I. PAYMENT PROVISIONS In full consideration of contract services to be performed the State Agency agrees to pay and the Contractor agrees to accept a sum not to exceed the amount noted on the Face Page hereof. All payments shall be in accordance with the budget contained in the applicable Attachment B form(Budget),which is attached hereto. A.Advance Payment,Initial Payment and Recoupment Language(if applicable): I.The State Agency will make an advance payment to the Contractor,during the initial period,in the amount of 25 percent(25%)the budget as set forth in the most recently approved applicable Attachment B form(Budget). 2.The State Agency will make an initial payment to the Contractor in the amount of_percent( %)of the annual budget as set forth in the most recently approved applicable Attached B form(Budget). This payment will be no later than_days from the beginning of the budget period. 3.Scheduled advance payments shall be due in accordance with an approved payment schedule as follows: Period Amount Due Date 4.Recoupment of any advance payment(s)or initial payment(s)shall be recovered by crediting(100%)of subsequent claims and such claims will be reduced until the advance or initial payment is fully recovered within the contract period. Contract Number:# DECO I-000523GG-3350000 Page 1,Attachment D-Payment and Reporting Schedule B.Interim and/or Final Claims for Reimbursement Claiming Frequency: Quarterly Reimbursement Number of Days/Claims: 30 For Quarterly,Monthly and Biannual Reimbursement Claim Frequency,the above field represents the number of days after the claim period that the claim is due to the State from the Grantee. For Interim Reimbursement as Requested by Contractor the Number of Days/Claims is not applicable. For all other selected Claim Frequency,the Number of Days/Claims represents the number of claims due tinder the contract and listed in the table below. Expenditure Period Dates Due Date From To Contract Number:# DECO 1-000523GG-3350000 Page 2,Attachment D-Payment and Reporting Schedule IL REPORTING PROVISIONS A.Expenditure-Based Reports (select the applicable report type): ❑X Narrative/Qualitative Report The Contractor will submit,on a quarterly basis,not later than 30 days from the end of the quarter,the report described in Section III(G)(2)(a)(i)of the Master Contract Statistical/Quantitative Report The Contractor will submit,on a quarterly basis,not later than_days from the end of the quarter,the report described in Section III(G)(2)(a)(ii)of the Master Contract. ❑R Expenditure Report The Contractor will submit,on a quarterly basis,not later than 30 days after the end date for which reimbursement is being claimed,the report described in Section III(G)(2)(a)(iii)of the Master Contract. 0 Final Report The Contractor will submit the final report as described in Section III(G)(2)(a)(iv)of the Master Contract,no later than 30 days after the end of the contract period. Consolidated Fiscal Report(CFR) ' The Contractor will submit the CFR on an annual basis,in accordance with the time frames designated in the CFR manual. For New York City contractors,the due date shall be May I of each year;for Upstate and Long Island contractors,the due date shall be November 1 of each year. t The Consolidated Fiscal Reporting System is a standardized electronic reporting method accepted by Office of Alcoholism&Substance Services, Office of Mental Health,Office of Persons with Developmental Disabilities and the State Education Department,consisting of schedules which,in different combinations,capture financial information for budgets,quarterly and/or mid-year claims,an annual cost report,and a final claim. The CFR,which must be submitted annually,is both a year-end cost report and a year-end claiming document. Contract Number:# DEC01-000523GG-3350000 Page 3,Attachment D-Payment and Reporting Schedule B.Progress-Based Reports 1.Progress Reports The Contractor shall provide the report described in Section IIl(G)(2)(b)(i)of the Master Contract in accordance with the forms and in the format provided by the State Agency,summarizing the work performed during the contract period (See Table 1 below for the annual schedule). 2.Final Progress Report Final scheduled payment will not be due until_days after completion of agency's audit of the final expenditures report/documentation showing total grant expenses submitted by vendor with its final invoice. Deadline for submission of the final report is_. The agency shall complete its audit and notify vendor of the results no later than _. The Contractor shall submit the report not later than_days from the end of the contract. C.Other Reports The Contractor shall provide reports in accordance with the form,content and schedule as set forth in Table 1. Contract Number:# . DECO 1-000523GG-3350000 Page 4,Attachment D-Payment and Reporting Schedule TABLE 1-REPORTING SCHEDULE PROGRESS REPORT# PERIOD COVERED Due Date 1 2 3 4 5 6 7 8 9 10 11 12 111.SPECIAL PAYMENT AND REPORTING PROVISIONS Contract Number:# DECO]-000523GG-3350000 Page 5,Attachment D-Payment and Reporting Schedule ATTACHMENT E —Acknowledgement of Funding Source COMMUNICATIONS WITH THE PUBLIC The Department will require that grant recipients acknowledge in any communication to the public that funding was provided from the CWIA/EPF Water Quality Improvement Project Grant and include the following: • Source of Funding: CWIA/EPF Water Quality Improvement Project Grant administered by the New York State Department of Environmental Conservation (NYSDEC) • Project Name and Project Sponsor SIGNAGE REQUIREMENTS The Department will require project signs for projects meeting the following criteria: • Wastewater Treatment Improvement projects • Salt Storage Facilities projects • Land Acquisition for Source Water Protection projects • Nonpoint Source Abatement and Control and Aquatic Habitat Restoration grant awards totaling more than $50,000. All signs should be constructed in accordance with the specifications identified herein. The Department may, in its discretion, waive this requirement if the sign cannot be reasonably maintained, the sign is not consistent with other laws, or the location of the sign would not provide a public purpose. The project sign should be maintained from the start of construction until 1 year after closeout of the project. The cost of the project sign is a reimbursable project cost and should be included in the materials category for the project budget. Contract Number: # Page 1 of 3 Attachment E WQIP Signage Requirements December 2017 ® ® ® FOR YORK Department of Contract Number: # srArE Environmental - Conservation :Applicant Project Name Funding for this project provided by a CWIA/EPF Water©uality Improvement Project Grant AndrewM.Cuomo,Governor Basil Seggos,Commissioner RequirementsDecember ATTACHMENT E SIGNAGE REQUIREMENTS NYSDEC Water Quality Improvement Project program SIGN SPECIFICATIONS Size: Horizontal format 48" wide by 24" tall. Construction Materials: Aluminum blank sign boards with vinyl sheeting. Inserts: "Applicant," and "Project Name" indicate position, size and typography for specific project applicant and project names to be inserted. Color Scheme: Background — PMS288C "BUILDING TODAY FOR A BETTER TOMORROW" graphic: Rectangular beam — PMS130C Hooks —White Text "BUILDING TODAY FOR" — PMS288C Text "A BETTER TOMORROW" —White NYS/DEC logo —White "Funding for this project provided by a CWIA/EPF Water Quality Improvement Project Grant" graphic— PMS130C "Andrew M. Cuomo, Governor" and "Basil Seggos, Commissioner" graphics — White TEXT: Project Applicant and Project Name —White Type Specifications:All type is Proxima Nova Bold, 180pt. Format is: center each line of copy with title case capitalization. Production Notes: 48" wide x 24" tall aluminum blanks will be covered with vinyl sheeting for application of artwork. Artwork will be silk screened on this surface. Provided artwork has been sized to 49" x 25" to provide 0.5" bleed area to all edges for print production. Time Period: From start of Construction until 1 year after closeout of the project. Grant recipients must provide a project name and the local project sponsor to be inserted on the sign. Contract Number: # Page 3 of 3 Attachment E WQIP Signage Requirements December 2017