4.14 4.14
RESOLUTIONS\GRANTS'RocUurst Sewer Accept WQIP Fwids Sign NYS Agreement—Establish Capital Project 253 Temporary Loan Capital Reserve 64-5-6-2024
RESOLUTION AUTHORIZING ACCEPTANCE OF WATER QUALITY
IMPROVEMENT PROJECT (WQIP) GRANT FUNDS FROM NYS DEC,
EXECUTION OF GRANT AGREEMENT AND ESTABLISHMENT OF
NORTH QUEENSBURY/ROCKHURST COMMUNITY SEWER DISTRICT
CAPITAL PROJECT FUND NO.: 253
RESOLUTION NO.: ,2024
INTRODUCED BY:
WHO MOVED ITS ADOPTION
SECONDED BY:
WHEREAS, the Queensbury Town Board is considering establishment of a North
Queensbury/Rockhurst Community Sewer District (District) in accordance with New York State
Town Law Article 12-A, and
WHEREAS, by Resolution No.: 244,2021, authorized LaBella Associates (LaBella) technical
services associated with the preparation of a Water Quality Improvement Program (WQIP) Grant in
support of the District, by Resolution No.: 423,2022, authorized LaBella's preparation of a work plan
and comprehensive scope of services to support the WQIP Program and by Resolution No.: No.:
168,2023 authorized LaBella to advance the design and development of the District, and
WHEREAS, the New York State Department of Environmental Conservation (NYS DEC)
has awarded the Town up to $6,067,076 in WQIP Grant funds toward establishment of the District
and provided a proposed Grant Agreement to the Town as presented at this meeting, and
WHEREAS, the Town Board wishes to accordingly establish the North
Queensbury/Rockhurst Community Sewer District Capital Project No. 253 and establish and fund
the Revenue and Expense Accounts in the amount of$6,067,076, and
WHEREAS, the Town Board wishes to also authorize a temporary loan from Capital Reserve
Fund No. 64 up to $6,067,076 until such time as such grant funds are received,
NOW, THEREFORE, BE IT
RESOLVED, that the Queensbury Town Board hereby accepts the $6,067,076 in WQIP grant
funding from the New York State Department of Environmental Conservation (NYS DEC) toward
establishment of the North Queensbury/Rockhurst Community Sewer District, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes establishment of the North
Queensbury/Rockhurst Community Sewer District Capital Project No.: 253 in the amount of
$6,067,076 and its appropriations and estimated revenues as follows:
• Increase Appropriations in Capital Expenses Account No.: 253-8310-2899 by
$6,067,076;
• Increase Revenue in State Conservation Grants Account No. 253-0000-53910 by
$6,067,076; and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Budget Officer to
temporarily transfer funds as may be needed from Capital Reserve Fund No.: 064 to Capital Project
Fund No.: 253 until such time as the Town receives the grant funds, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Budget Officer to
arrange for the repayment of the temporary loan as soon as available, amend the Town Budget, make
any adjustments, transfers or prepare any documentation necessary to establish such
appropriations and estimated revenues, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Supervisor and/or
Deputy Town Supervisor to execute the Grant Agreement in substantially the form presented at this
meeting and any other associated documentation and the Town Supervisor, Deputy Town Supervisor,
Town Budget Officer and/or Town Counsel to take any other actions necessary to effectuate the terms
of this Resolution, and
BE IT FURTHER,
RESOLVED, that this Resolution is subject to a permissive referendum in accordance with the
provisions of Town Law Article 7 and the Town Board hereby authorizes and directs the Town Clerk
to publish and post such notices and take such other actions as may be required by law.
Duly adopted this 6t'day of May, 2024,by the following vote:
AYES:
NOES:
ABSENT:
•
OFFICE OF THE COMMISSIONER
New York State Department of Environmental Conservation 625 Broadway,14th Floor,Albany,New York 12233-1010 Received {,�
y
P:(518)402-8545 I F:(518)402-8541
www.dec.ny.gov !AN 202E JAN 14 2022
Honorable John Strough Town of Queensbury
Town Supervisor supervisor's Offlce
. Town of Queensbury
742 Bay Road
Queensbury, NY 12804
•
Re: Water Quality Improvement Project Number#108705
Town of Queensbury Rockhurst Municipal Sewer System
Dear Supervisor.Strough:
In 2011, New York State launched the Regional Economic Development Councils and
the Consolidated Funding Application (CFA) to provide each region with the tools to
create and implement their own roadmap for economic prosperity and job creation. This
community-based model uses local assets to drive local economic growth and has
resulted in unprecedented partnerships and collaboration that are building a
reinvigorated economy.
After ten successful rounds, the 2021 CFA made over$750 million in economic
development resources available from over thirty programs across ten state agencies.
The agencies' programs provide resources for projects focused on community
development and job creation, tourism, waterfront revitalization, energy and
environmental improvements, sustainability, and low-cost financing. The New York
State Department of Environmental Conservation (DEC) is proud to have made over
$270 million available in this year's CFA for the Water Quality Improvement Project
(WQIP) program.
We are pleased to inform you that the Town of Queensbury Rockhurst Municipal Sewer
System project has been selected to receive up to $6,067,076 through the WQIP
program. If you applied for funding from other programs or other State agencies, you
will receive information from those programs/agencies separately.
The Office of State Comptroller (OSC) must approve DEC's documentation of the project
solicitation and review process before we can begin the steps to execute a contract with
you. When we receive OSC's approval, we will.provide additional information to you that
will assist you in getting a contract in place. Upon receipt of this additional information,
DEC and OSC expect that contracts will be executed within 90-120 days. Contracts for
WQIP projects will be completed through the NYS Grants Gateway
(https://grantsgateway.nv.gov/).
'NEWYORK Department of
S7AoOPPO OF
Environmental
Conservation
Several steps must be completed by your organization to meet this timeframe. We
recommend visiting the Grants Management website at:
https://grantsrnanagement.ny.gov/resources-grant-applicants to become familiar with the
Grants Gateway and the contracting process.
•
To get.a head start on the contracting process, we suggest that you download the work
plan and budget documents from the DEC website
(http://www.dec.ny.gov/pubs/101565.html) and begin drafting work plan and budget
information to later enter into the Grants Gateway. The earliest contract start date for this
round of WQIP projects (other than Aquatic Connectivity Restoration and Land
Acquisition for Source Water Protection projects) is May 10, 2021. For Aquatic
Connectivity Restoration projects, the earliest start date is April 29, 2020. For Land
Acquisition for Source Water Protection projects, the earliest start date is August 1, 2019.
Please note that the work plan and budget for the contract must be consistent with your
application. However, any costs/activities in your application that are ineligible (as listed
by project type in the 2021 WQIP Program Overview) should not be included. Ineligible
costs will not be reimbursed, which may impact your actual funding amount. The 2021
WQIP Program Overview can be viewed at
https://www.dec.ny.gov/docs/water pdf/wgip21 rfa.pdf
We look forward to working with you on this important water quality project. If you have
any questions about your award, please contact the WQIP program staff at
user.water( dec.ny.gov.
Sincerely,
Basil Seggos
Commissioner
STATE OF NEW YORK CONTRACT FOR GRANTS FACE PAGE
STATE AGENCY(Name&Address): BUSINESS UNIT/DEPT ID:DEC01 3350000
Department of Environmental Conservation
CONTRACT NUMBER:
625 Broadway DEC01-001645GG-3350000
Albany,NY 12233-0001
CONTRACT TYPE(select one):
❑Multi-Year Agreement
❑Simplified Renewal Agreement
VI Fixed Term Agreement
CONTRACTOR NAME: TRANSACTION TYPE:
QUEENSBURY TOWN OF 0 New
❑ Renewal(list periods) .
❑ Amendment(list periods):
CONTRACTOR IDENTIFICATION PROJECT NAME:DEC01-DOWWWT-2021
NUMBERS:
ASSISTANCE LISTINGS(formerly CFDA)NUMBER(ALN)
NYS Vendor ID Number:1000002335 (Federally Funded Grants Only):
Federal Tax ID Number:146002393
CONTRACTOR PRIMARY MAILING CONTRACTOR STATUS:
ADDRESS:
742 BAY RD ❑ For Profit
QUEENSBURY,NY 12804 ®Municipality
❑Tribal Nation
CONTRACTOR PAYMENT ADDRESS: 0 Individual
❑Not-For-Profit
®Check if same as primary mailing
address Charities Registration Number:
CONTRACTOR MAILING ADDRESS: Exemption Status/Code:N/A
✓a Check if same as primary mailing
address ❑ Sectarian Entity
CONTRACTOR PRIMARY E-MAIL ADDRESS:
CURRENT CONTRACT TERM: CONTRACT FUNDING AMOUNT
(Fixed Term—enter current period amount;
From:05/10/2021 To:05/09/2026 Simplified Renewal—enter cumulative amount to date;
Multi year—enter total projected amount of the contract):
AMENDED TERM:
From: CURRENT: $6,067,076.00
To: AMENDED: $0.00
FUNDING SOURCE(S)
®State
❑ Federal
❑Other
Contract Number:#DEC01-001645GG-3350000
Page 1 of 2,Contract for Grants-Face Page January 2024
•
STATE OF NEW YORK CONTRACT FOR GRANTS FACE PAGE
ATTACHMENTS INCLUDED AS PART OF THIS AGREEMENT(select all that apply):
0 Appendix A
0 Attachment A: ❑A-1 Agency Specific Terms and Conditions
0 A-2 Program Specific Terms and Conditions
❑A-3 Federally Funded Grants and Requirements Mandated
by Federal Laws
0 Attachment B: 0 ATTACHMENT B-1 --EXPENDITURE BASED BUDGET
❑B-2 Performance Based Budget
❑B-3 Capital Budget
0 B-4 Net Deficit Budget
❑ATTACHMENT B-1(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)
0 ATTACHMENT C--WORK PLAN
0 ATTACHMENT D
PAYMENT AND REPORTING
❑Other:
Contract Number:#DEC01-001645GG-3350000
Page 2 of 2,Contract for Grants-Face Page January 2024
STATE OF NEW YORK CONTRACT FOR GRANTS SIGNATURE PAGE
IN WITNESS THEREOF,the parties hereto have electronically signed and agreed to this Contract,or approved this Contract
on the dates below their signatures.
In addition,I,acting in the capacity as Contractor,certify that I In addition,the party below certifies that it has
am the signing authority,or have been delegated or designated verified the electronic signature of the
formally as the signing authority by the appropriate authority or Contractor to this Contract.
official,and as such I do agree,and I have the authority to
agree,to all of the terms and conditions set forth in the STATE AGENCY:
Contract,including all appendices and attachments.I
understand that(i)payment of a claim on this Contract is
conditioned upon the Contractor's compliance with all
applicable conditions of participation in this program and if
applicable,the accuracy and completeness of information By:
submitted to the State of New York through the New York State y
prequalification process and(ii)by electronically indicating my Printed Name
acceptance of the terms and conditions of the Contract,I certify
that(a)to the extent that the Contractor is required to register
and/or file reports with the Office of the Attorney General's Title:
Charities Bureau("Charities Bureau"),the Contractor's - - -
registration is current,all applicable reports have been filed,
and the Contractor has no outstanding requests from the Date:
Charities Bureau relating to its filings and(b)all data and
response 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 equivalent to having placed my
signature on the Contract and that I am responsible for any
activity attributable to the user 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: QUEENSBURY TOWN OF
By:
Printed Name
Title:
Date:
ATTORNEY GENERAL'S SIGNATURE STATE COMPTROLLER'S SIGNATURE
APPROVED AS TO FORM
By: By:
Printed Name Printed Name
Title: Title:
Date: Date:
Contract Number:#DEC01-001645GG-3350000
Page 1 of 1,Contract for Grants-Signature Page January 2024
STATE OF NEW YORK
CONTRACT FOR GRANTS
This State of New York Contract for Grants, including all attachments and appendices
(hereinafter referred to as'Contract'or'Agreement'), is hereby made by and between the State
of New York acting by and through the applicable State Agency (State or Agency) 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 operation
of a program or performance of a service; and desires to contract with a responsive and
responsible Contractor possessing the necessary resources to provide such services or work;
and
WHEREAS,the Contractor is ready, willing, and able to provide such services or work
and possesses or can make available all necessary qualified personnel, licenses,facilities and
expertise to perform or have performed the services or work,as applicable,required pursuant to
and in compliance with the terms of the Contract,specifications outlined in the grant solicitation,
resulting award,and other associated documents comprising the Agreement.
NOW THEREFORE, in consideration of the promises, responsibilities, and covenants
herein,the State and the Contractor agree to as follows:
STANDARD TERMS AND CONDITIONS
I.GENERAL PROVISIONS
A. Order of Precedence: In the event of a conflict among(i)the terms of the Contract
or (ii) between the terms of the Contract and the original request for proposal,
solicitation document, the program application or other documentation that was
completed and executed by the Contractor in connection with the grant award, the
order of precedence is as follows:
1. Appendix A--Standard Clauses for New York State Contracts
2. Contract for Grants Standard Terms and Conditions
3. Modifications to the Face Page
4. Modifications to Attachment A-2: Program Specific Terms and Conditions;
Attachment A-3: Federally Funded Grants and Requirements Mandated by
Federal Laws (modifications not required by the Federal government)1,
Attachment B: Budget, Attachment C: Work Plan, and Attachment D:
Payment and Reporting
5. The Face Page
6. Attachment A-2: Program Specific Terms and Conditions, Attachment A-3:
Federally Funded Grants and Requirements Mandated by Federal Laws,
Attachment B: Budget, Attachment C: Work Plan; and Attachment D:
Payment and Reporting
7. Modifications to Attachment A-1:Agency Specific Terms and Conditions
8. Attachment A-1:Agency Specific Terms and Conditions
9. Other attachments, including, but not limited to, the request for proposal or
program application,if incorporated by reference on the Face Page
For modifications required by the Federal government see Section 1(M)
Contract Number:#DEC01-001645GG-3350000
Page 1 of 11,Contract for Grants—Standard Terms and Conditions January 2024
The documents above, collectively, comprise the entire Agreement and govern the
program for the entirety of the term of the Contract and any resulting renewals.
B. Funding: Funding for the term of the 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 Contract shall not exceed the applicable amounts
specified in the applicable Attachment B form(Budget).
C. Contract Performance: The Contractor shall perform all services or work, as
applicable, and comply with all provisions of the 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 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.
D. Modifications: Any modifications to this Agreement, including any budgetary
changes, must be mutually agreed to in writing by both parties and be reflected on
the Face Page where such terms are modified. Modifications may be subject to the
approval of the AG and OSC in accordance with Appendix A,Section 3,Comptroller's
Approval. A modification 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 proportion of the total value of
the Contract, equal to or greater than ten percent for contracts of five million dollars
or less, or five percent for contracts of more than five million dollars. Modifications
that are not subject to the AG and OSC approval shall be processed in accordance
with the guidelines stated in the Contract.
E. Severability: Any provision of the 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
Contract shall attempt in good faith to reform the 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.
F. Interpretation: The headings in the 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 gender neutral. The 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.
G. Notice:All Notices under this Contract,including termination notices,shall be made
in writing and directed to the representatives identified herein,or their designees and
shall be transmitted by: a) certified or registered United States mail, return receipt
requested; b) facsimile transmission; c) personal delivery; d) expedited delivery
service; and/or e) e-mail. 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.
The parties may, on written notice, designate other individuals as their
representatives. Such representatives shall request,oversee,supervise,and accept
performance of services provided by the Contractor and shall receive any required
submissions. Whenever an action is to be taken, or approval for services given by
the Agency, such action or approval may be given only by the representatives
designated pursuant to this Section.
H. Indemnification: The Contractor shall be solely responsible and answerable in
damages for all accidents, incidents, 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 Contract.The Contractor shall indemnify and hold
Contract Number:#DBC01-001645GG-3350000
Page 2 of 11,Contract for Grants—Standard Terms and Conditions January 2024
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 Contract.
I. 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 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 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 the State of New York,the State
Agency,or any county,or other local government entity.
J. Partisan Political Activity and Lobbying: Funds provided pursuant to the
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.
K. 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 and will comply with requirements
therein.
L. Reporting Risks to Performance: If any specific event, conjunction of
circumstances, or any occurrence involving the staff, volunteers, directors, officers,
subcontractors, or program participants of the Contractor threatens the successful
completion of this project, in whole or in part, the Contractor agrees to notify the
State Agency within three (3) calendar days of becoming aware of the occurrence
describing the occurrence and the risk it poses to performance under the Contract.
The Contractor's notice shall include a written description of the event and a
recommended solution. Such events may include, but not be limited to, death or
serious injury,an arrest or possible criminal activity.
M. Federally Funded Grants and Requirements Mandated by Federal Laws:All
the Specific Federal requirements that are applicable to the Contract are identified in
Attachment A-3 (Federally Funded Grants and Requirements Mandated by Federal
Laws), attached hereto.To the extent that the Contract is funded, in whole or part,
with Federal funds or mandated by Federal laws, (i) the provisions of the Contract
that conflict with Federal rules, Federal regulations, or Federal program specific
requirements shall not apply and (ii) to the extent that the modifications to
Attachment A-3 are required by Federal requirements and conflict with other
provisions of the Contract, the modifications to Attachment A-3 shall supersede all
other provisions of this Contract; and (iii) 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-3 (Federally
Funded Grants and Requirements Mandated by Federal Laws),attached hereto.
N. Renewal:
1. General Renewal: The Contract may consist of successive periods on the
same terms and conditions, as specified within the 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 Contract.
2. Renewal Notice to Not-for-Profit Contractors:The Contract,as specified
herein, may consist of successive periods on the same terms and condition
referred to as a "Simplified Renewal Contract." Each additional or
superseding period shall be on the forms specified by the State and shall be
incorporated into the Contract. Pursuant to State Finance Law§179-t, if the
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 Contract no later than ninety(90)calendar days prior to the end of
the term of the Contract, unless funding for the renewal is contingent upon
enactment of an appropriation, than thirty (30) calendar days after the
appropriation becomes law,whichever is later.Notwithstanding the foregoing,
in the event 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
Contract Number:#PEC01-001645GG-3350000
Page 3 of 11,Contract for Grants—Standard Terms and Conditions January 2024
("Unusual Circumstances"), no payment of interest shall be due to the
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.
Notification to the Contractor of the State's intent to not renew the 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 Contractor of its
intent not to renew the Contract as required in this Section and State Finance
Law§179-t,the 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 Contract.
II.TERMINATION AND SUSPENSION
A. Termination:
1. Grounds:
a) Mutual Consent: The Contract may be terminated at any time upon mutual
written consent of the State and the Contractor.
b) Cause:The State may terminate the 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 Contract and/or with any applicable laws, rules,
regulations, policies, or procedures. If the termination for cause results from
unsatisfactory performance by the Contractor,the value of the work performed by
the Contractor prior to termination shall be established by the State.
c) Non-Responsibility: Upon written notice to the Contractor, and a reasonable
opportunity to be heard by the appropriate State officials or staff, this Contract
may be terminated by the State at the Contractor's expense where the Contractor
is determined by the State to be non-responsible. In such event, the State may
complete contractual requirements in any manner it deems advisable and pursue
available legal or equitable remedies for breach.
d) Convenience: The State may terminate the 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 or entity entering into
the Contract or fails to pay the full amount of the allocation for the operation of
one or more programs funded under this Contract, the Contract may be
terminated or reduced at the State Agency's discretion. No reduction or
termination shall apply to allowable costs already incurred by the Contractor
whereby funds are available to the State Agency for payment of such costs.
Upon termination or reduction of the 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 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; Performance under the Contract may be terminated or
suspended by the State immediately upon the occurrence of a "force majeure"
event. For purposes of the Contract, "Force majeure" shall include, but not be
limited to,natural disasters,war,rebellion,declared pandemics,insurrection,riot,
strikes, lockout, and any unforeseen circumstances and acts beyond the control
of the parties which render the performance of contractual obligations impossible.
2. Effect of Notice and Termination on State's Payment Obligations:
Upon receipt of notice of termination provided pursuant to the notice requirements
prescribed in this Agreement, the Contractor shall stop work immediately and
complete only those specific assignments and/or obligations, if any, subsequently
Contract Number:#PEC01-001645GG-3350000
Page 4 of 11,Contract for Grants—Standard Terms and Conditions January 2024
approved by the State. In the event of termination other than for cause, the
Contractor shall be entitled to compensation for services performed through the date
of termination that are accepted by the State, and for any subsequent services that
are accepted by the State, rendered in connection with any successor consultants
and contractors, including transfer of records, briefing and any other services
deemed necessary or desirable by the State.The Contractor agrees to cooperate to
the fullest respect with any successor consultants and contractors.
3. Effect of Termination Based on Misuse or Conversion of State or Federal
Property:
Where the 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 Contract for
the purposes set forth herein,the State may, at its option, require: a) repayment to
the State of any monies previously paid to the Contractor; b) return of any real
property or equipment purchased under the terms of the Contract; or c) an
appropriate combination of clauses(a)and(b)herein.
Nothing herein shall be intended to limit the State's ability to pursue such other legal
or equitable remedies as may be available.
4. 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 formal written notice outlining the specific details 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 Contract.
III.ADDITIONAL 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 Contract,and all applicable Federal and State laws and regulations.
2. The Contractor warrants that it, its staff, and any and all subcontractors have all
the necessary licenses, approvals, and certifications currently required by the
laws of any applicable local,state,or Federal government to perform the services
or work, as applicable, pursuant to the Contract and/or any subcontract entered
into under the 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 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 Contract, Contractor shall
immediately notify the State. •
B. Subcontractors:
1. If the Contractor enters into subcontracts for the performance of work pursuant to
the Contract, the Contractor shall take full responsibility for the acts and
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omissions of its subcontractors.Nothing in the subcontract shall impair the rights
of the State under the 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 Contract,(2)that nothing contained in the
subcontract shall impair the rights of the State under the Contract, and (3) that
nothing contained in the subcontract,nor under the 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,the Contractor agrees to require the subcontractor to
provide to the State the information the State needs to determine whether a
proposed subcontractor is a responsible vendor.
4. When a subcontract equals or exceeds$100,000,the subcontractor 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).
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 Contract for any activity other than those provided for under the 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 Contract or,upon the written permission of the State,shall be
expended on additional services or work, as applicable, provided for under the
Contract.
D. Property:
1. For the purposes of the Contract, "Property" is defined as 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. For Federally funded
contracts, if there is any conflict in the definition of Property the federal
awarding Agency definitions will apply.
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. Such
Property shall be returned to the State at the Contractor's cost and
expense upon the expiration of the Contract unless the State consents in
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writing to the Contractor retaining possession of the Property to use for
similar purposes.
b)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.
c)The Contractor shall be responsible for maintaining and repairing
Property purchased or procured under the 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. The Contractor may not charge rental or
use fees under this contract for use or acquisition of Property to carry out
its obligations under the Contract.
d)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 specified in the Contract, if applicable, and any modifications,
amendments, or extensions of an existing lease or purchase prior to its
execution. If, in its discretion, the State disapproves of any
Purchase/Lease Contract, then the State shall not be obligated to make
any payments for such Property.
e)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 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 Contract:
a)For cost-reimbursable contracts,all right,title and interest in Property with
a remaining useful life shall belong to the State unless otherwise agreed
to, in writing,by the State and the Contractor. However,upon agreement
by the State,title shall pass to Contractor upon the end of the Property's
useful life(as the phrase"useful life"is defined in Internal Revenue Code
§1.169-2).
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 Contract shall be governed by the
terms and conditions of Attachment A-3 (Federally Funded Grants and
Requirements Mandated by Federal Laws).
4. The Contractor shall maintain an Inventory of all Property that is owned by the
• State and obtained by the Contractor under this Agreement.
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
Contract(collectively,Records).
b)The Contractor agrees to produce and retain for the balance of the term
of the Contract, and for a period of six years from the later of the date of
(i)the Contract and(ii)the most recent renewal of the Contract,any and
all Records necessary to substantiate upon audit,the proper deposit and
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expenditure of funds received under the Contract. Such Records may
include, but not be limited to, original books of entry (e.g., cash
disbursements and cash receipts journal), and the following specific
records(as applicable)to substantiate the types of expenditures noted:
i. personal service expenditures: cancelled checks and the related
bank statements, time and attendance records, payroll journals,
cash and check disbursement records including copies of money
orders and the like, vouchers and invoices, records of contract
labor, any and all records listing payroll and the money value of
non-cash advantages provided to employees, time cards, work
schedules and logs, employee personal history folders, detailed
and general ledgers, sales records, miscellaneous reports and
returns (tax and otherwise), and cost allocation plans, if
applicable.
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 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.
F. Confidentiality
1. Contractor agrees that it will not use confidential, personally identifiable
information relating to individuals who may receive services, or proprietary
information disclosed to Contractor in connection with the services or work
("Confidential Information") for any purpose other than in connection with the
services or work and in compliance with all applicable provisions of State and
federal law. The Contractor is fully responsible for its staff, its subcontractor(s),
and any subcontractor's staff with regard to Confidential Information and shall
ensure that they meet all obligations with respect to maintaining the
confidentiality and security of any information deemed confidential.
2. Information which falls into any of the following categories shall not be
considered Confidential Information: a) information that is previously rightfully
known to the Contractor without restriction on disclosure; b) information that
becomes,from no breach of the Contract on the part of the Contractor,generally
known in the relevant industry, or is otherwise publicly available; and c)
information that is independently developed by Contractor without use of the
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Confidential Information.
3. Except as specifically permitted in this Agreement, Contractor shall not, at any
time,in any fashion,form or manner,divulge,disclose,communicate,or use,any
Confidential Information other than in connection with the services or as
otherwise provided herein.
4. Contractor may disclose Confidential Information if such information is required
to be disclosed by Contractor by any law, rule, regulation, judicial or
administrative process or applicable professional standards,provided that,to the
extent permitted by applicable law or regulation,the Contractor notifies the State
prior to any such required disclosure.
1
5. Contractor agrees that,as between the Parties all Confidential Information in its
possession obtained in connection with the services or work hereunder is at all
times the sole property of the State.
6. Where allowable by law and agreed to by the State, Contractor may retain one
copy of the Confidential Information and anyl summaries, analyses, notes, or
extracts prepared by Contractor which are based on or contain portions of the
Confidential Information evidencing its services or work for the State as required
by law,regulation,professional standards,or reasonable business practice.
7. In protecting the Confidential Information, Contractor shall exercise the same
standard of care used by Contractor to protect its own confidential and
proprietary information, to prevent the disclosure of Confidential Information to
any third party.Contractor shall not use Confidential Information for any purpose
other than in furtherance of its services or work for the State.
G. Publicity:
1. Publicity regarding the work, services, performance, and/or project governed by
this Agreement may not be released without prior written approval from the State.
For the purposes of this Agreement, "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.
2. Any Publicity, publications, presentations or'announcements of conferences,
meetings or trainings which are funded in whole or in part through any activity
supported under the Contract may not be published, presented or announced
without prior approval of the State. Any such publication, presentation or
announcement shall:
a)Acknowledge the support of the State of New York and, if funded with
Federal funds,the applicable Federal funding agency;and
b)State that the opinions, results, findings and/or interpretations of data
contained therein are the responsibility of the Contractor and do not
necessarily represent the opinions, interpretations, or policy of the State
or if funded with Federal funds, the State and 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 Contract and the Contractor
agrees to use best efforts to provide copies of any manuscripts arising from
Contractor's performance under this Contract, or if requested by the State, the
Contractor shall provide the State with a thirty i(30)day period in which to review
each manuscript for compliance with Confidential Information requirements prior
to publication; 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 Contract (but are not deliverable under the
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
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as the State deems appropriate.All derivative publications shall follow the same
acknowledgments and disclaimer as described in Section III(F)(2) (Publicity)
hereof.
H. Web-Based Applications-Accessibility:
Any network-based information and applications development,or programming delivered
to or by the State pursuant to this contract or procurement,will comply with Section 508
of the Rehabilitation Act of 1973, as amended, and be consistent with New York State
Enterprise IT Policy NYS-P08-005, Accessibility of Information Communication
Technology, as such policy may be amended, modified, or superseded (the
"Accessibility Policy"). The Accessibility Policy requires that State Entity Information
Communication Technology shall be accessible to persons with disabilities as
determined by accessibility compliance testing.Such accessibility compliance testing will
be conducted by(State Entity name,contractor or other)and any report on the results of
such testing must be satisfactory to(State Entity name).
I. 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.
1. 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: a) any records of unemployment
insurance(UI)contributions,interest,and/or penalty payment arrears or reporting
delinquency;b)any debts owed for UI contributions,interest,and/or penalties;c)
the history and results of any audit or investigation; and d) copies of wage
reporting information.
2. 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 Contract.
J. 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 Contract by the State and(iii) remain in compliance with the
OAG charities registration requirements throughout the term of the Contract.
K. Vendor Responsibility:
The Contractor hereby acknowledges that the State Vendor Responsibility
Questionnaire (Questionnaire) and certification are made part of this Contract and that
any misrepresentation of fact in the Questionnaire and attachments,or in any Contractor
responsibility information that may be requested by the State, may result in termination
of this Contract.
The Contractor shall at all times during the contract term remain responsible. During the
term of this Contract, any changes in the provided Questionnaire shall be disclosed to
the State Agency, in writing, in a timely manner. Failure to make such disclosure may
result in a determination of non-responsibility and termination of this Contract.
Furthermore,the Contractor agrees, if requested by the State, it must present evidence
of its continuing legal authority to do business in New York State, its integrity,
experience,ability,prior performance,and organizational and financial capacity.
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 Contract, based on any information
provided in the Questionnaire and/or any updates,clarifications,or amendments thereof;
and/or when it discovers information that calls into question the responsibility of the
Contractor. 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,
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Page 10 of 11,Contract for Grants—Standard Terms and Conditions January 2024
and shall provide the Contractor with an opportunity to be heard.
The State reserves the right to suspend any or all activities under this Contract, upon
discovery of such information warranting review of responsibility. In the event of such
suspension, the Contractor will 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 this Contract.
L. Workers'Compensation Benefits:
1. In accordance with Section 142 of the State Finance Law,the Contract shall be
void and of no force and effect unless the Contractor shall provide and maintain
coverage during the life of the 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.
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