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3.6 3.6 AGREEMENTS\NYS Police Lease Renewal-9/26/16 RESOLUTION AUTHORIZING RENEWAL OF LEASE AGREEMENT BETWEEN TOWN OF QUEENSBURY AND NEW YORK STATE POLICE RESOLUTION NO. ,2016 INTRODUCED BY: WHO MOVED FOR ITS ADOPTION SECONDED BY: WHEREAS, the Town of Queensbury previously entered into a Lease Agreement dated April 16t'', 1990 with the New York State Police to lease an office building constructed on Town property on Aviation Road, Queensbury and by Resolution No.:173,2000, authorized an extension to such Lease Agreement, and WHEREAS, the Town Board wishes to authorize a renewal of such Lease Agreement with provisions similar to those in the original Lease Agreement and extension, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby approves and authorizes a renewal of the Lease Agreement with the New York State Police on substantially similar terms as the prior Lease Agreement, such form to be acceptable to the Town Supervisor, Town Facilities Manager and/or Town Counsel, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to execute such renewal of Lease Agreement and take such other and further action as may be necessary to effectuate the terms of this Resolution. Duly adopted this 26ffi day of September, 2016 by the following vote: AYES NOES ABSENT: RESOLUTION AUTHORIZING LEASE AGREEMENT BETWEEN TOWN OF QUEENSBURY AND NEW YORK STATE POLICE RESOLUTION NO. 173. 2000 INTRODUCED BY: Mr. Theodore Turner WHO MOVED FOR ITS ADOPTION SECONDED BY: Mr. James Martin WHEREAS, the Town of Queensbury previously entered into a ten (10) year Lease Agreement with the New York State Police to lease an office building constructed on Town property on Aviation Road, Queensbury, and WHEREAS, such Lease Agreement will expire on April 16th, 2000, and WHEREAS, the Town Board of the Town of Queensbury and State Police wish to enter into a new ten (10) year Lease Agreement with provisions similar to those in the original Lease Agreement dated April 16th, 1990, and WHEREAS. a proposed Lease Agreement has been presented at this meeting and is in form approved by Town Counsel, NOW, THEREFORE, BE IT RESOLVED, that the Town Board of the Town of Queensbury hereby approves and authorizes the Lease Agreement with the New York State Police substantially in the form presented at this meeting, and BE IT FURTHER, RESOLVED, with modifications in accordance with the memo from the Town Comptroller dated April 3, 2000, and BE IT FURTHER RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to execute the Agreement and take such other and further action as may be necessary to effectuate the terms of this Resolution. Duly adopted this 3rd day of April, 2000 by the following vote: AYES: Mr. Brewer, Mr. Martin, Mr. Turner, Mr. Stec, Mr. Brower NOES :None ABSENT:None •• itiMeA00 New York State Police Lease Agreemevtt 154-00 AGREEMENT BETWEEN THE TOWN OF QUEENSBURY AND THE NEW YORK STATE POLICE AGREEMENT made this ZneLdayof May, 2000 by and between the TOWN OF QUEENSBURY, a municipal entity with its principal offices located at 742 Bay Road, Queensbury, Warren County, New York (hereinafter referred to as the "Town") and the NEW YORK STATE POLICE, Troop G, Loudonville, New York (hereinafter referred to as the "STATE POLICE"). WITNESSETH: WHEREAS, the Town of Queensbury previously entered into a ten (10) year Lease Agreement with the New York State Police to lease an office building constructed on Town property on Aviation Road, Queensbury, and - WHEREAS, such Lease Agreement will expire on April 16th, 2000, and WHEREAS, the Town Board of the Town of Queensbury and State Police wish to enter into a new ten (10) year Lease Agreement with provisions substantially similar to those in the original Lease Agreement dated April 16th, 1990, NOW,THEREFORE,THE PARTIES AGREE AS FOLLOWS: 1. The Town hereby agrees to furnish to the State Police the office building presently in use by the State Police on Aviation Road, Queensbury. 2. The State Police agrees to continue utilization of the office building as a New York State Police Satellite Office. 3. Other than the consideration set forth in this Agreement, there shall be no fee paid either to the Town or State Police for the services rendered and/or the offices furnished. 4. The term of this Agreement is for ten (10) years commencing April 3`d, 2000. At the end of this period, the parties agree to review the terms of this Agreement. If at any time the State Police or Town finds that utilization of the office and parking facilities is no longer feasible, either party may vacate or terminate this Agreement with one-hundred twenty (120) days written notice to the other party. 5. For the purposes of this Agreement, "office" or "office building" shall mean not only the actual rooms occupied by the State Police, but the entire building and any and all traveled ways and access routes to and from the building. 6. It is understood and agreed that the Town may use, arrange and establish walkways, trails and other recreational uses and facilities on the property located generally Z behind the rear building line and/or west of the building. The Town shall have sole discretion in the layout of any trails and paths except that the State Police may designate that the trails be a minimum distance not to exceed seventy-five feet (75') to the west of the building or fifty feet (50') south of the building line. It is also agreed and understood that the State Police shall not in any manner use the area on the property designated as Area A(attached as Exhibit A) for police purposes and that this area shall remain under the complete control and use of the Town. It is agreed and understood that the Town has an Agreement with the Department of Environmental Conservation (DEC) concerning maintenance of this area to preserve the undeveloped portion of the site in an effort to address environmental concerns related to preservation of the Karver Blue Butterfly. Annexed as Exhibit B is a copy of the Agreement between the Town and DEC. The State Police hereby acknowledges the Town's Agreement with DEC and agrees that they will conduct activities upon the property and within the building in a manner that will not violate the terms of the Agreement. 7. Throughout the term of this Agreement, the State Police shall take good care of the demised premises and its fixtures and appurtenances. The State Police shall be responsible and pay for any and all damages or injuries caused by the State Police or any persons brought into the building under their control, to the demised premises or any other part of the building, system and equipment, whether requiring structural or non-structural repairs. The State Police shall also be responsible for paying all operating costs, except for insurance coverage, incurred in connection with the building, such items to include, but not be limited to, heating costs, electrical costs, water service, sewage service (if any), snow removal, general routine maintenance, cleaning, maintenance of floors and/or rugs, replacement of light bulbs, cleaning and seasonal 3 • • . tune-up or maintenance of heating and air conditioning systems, sweeping of the driveway and walkways, installation and cleaning of screens or windows, and cleaning and fixing of any sinks or appliances. It is understood by the parties that for the duration of this Agreement, the Town's Building and Grounds Department will maintain all lawns and shrubbery of the demised premises. Upon written notice from the State Police of the need for maintenance or repairs for which the State Police is not liable under this Agreement, the Town shall make repairs as soon as practical or deemed appropriate. As to insurance coverage, the State Police agrees that it will provide liability coverage specifically naming the Town of Queensbury as an insured, with coverage limits equal to $2,000,000 general aggregate liability and $1,000,000 for property damage and bodily injury. If • the Town changes its standard requirements for insurance during the term of this Agreement, the Town shall have the authority to direct the State Police to increase their insurance and limits to be consistent with the Town's then-existing standards. The Town shall maintain insurance coverage on the premises for Town buildings and properties and insure the building against fire, general comprehensive loss and general liability. The State Police shall provide such insurance as it shall deem appropriate for its personal property, equipment and leasehold improvements; the Town shall have no responsibility for such property of the State Police. 8. State Police shall make no changes in or to the demised premises of any nature without the Town's prior written consent. Subject to the prior written consent of the Town, the State Police may at their own expense, make alterations, installations, additions or improvements which are non-structural and which do not affect utility services or plumbing and electrical lines. 4- • The State Police shall, before making any alterations, additions, installations or improvements, at its own expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies. The State Police shall furnish copies of any such permits, approvals and/or certificates to the Town. The State Police agrees to carry, and will require any State Police contractors and sub-contractors to cavy, any Worker's Compensation, General Liability, Personal and Property Damage Insurance required by the Town. All fixtures, paneling, partitions, railings and like installations installed in the premises by the State Police or the Town on behalf of the State Police, shall become Town property and remain with the demised premises unless the Town, by.notice to the State Police, no later than twenty (20) days prior to the date fixed as the termination of this Agreement, elects to relinquish the Town's rights and have them removed by the State Police. In such event, the State Police shall remove the item(s) from the premises prior to the expiration of this Agreement at State Police expense. Nothing in this section shall be construed to give the Town title to or prevent the State Police from removing trade fixtures, moveable office furniture and/or equipment; however, upon removal of any item from the premises, the State Police shall immediately and at its expense, repair and restore the premises to the condition existing prior to installation. Any item(s) not removed by the State Police at the end of the term of this Agreement shall be deemed abandoned and the Town may retain the item(s) as Town property or remove the item(s) from the premises at State Police expense. 9. The State Police, at their sole cost and expense, shall properly comply with all present and future laws, orders and regulations of all State, Federal, Municipal and Local Governments, Departments, Commissions and Boards and any direction of any public officer 5 f ' pursuant to Law and all orders, rules and regulations of the New York Board of Fire Underwriters, Insurance Services Office or any similar body which shall impose any violation, order or duty upon the Town or State Police with respect to the demised premises, if arising out of the State Police use of the premises or building. The State Police shall not do or permit any act or thing to be done to the demised premises which will invalidate or conflict with public liability, fire or other insurance policies at any time carried by or for the benefit of the Town with or which subject the Town to any liability or responsibility to any person or for property damage. State Police shall not keep anything in the demised premises except as now or hereafter permitted by the Fire Department, Board of Fire Underwriter's, Fire Insurance Rating Organization or other authority having jurisdiction. State Police shall pay any and all costs, expenses, fines, penalties, or damages which may be imposed upon-the Town by reason of the State Police's failure to comply with the provisions of this section. 10. The Town or its agent shall not be liable for any damage to State Police property nor for loss or damage to any State Police property by theft or otherwise, nor for any injury or damage to persons or property resulting from any cause of whatsoever nature, unless caused by or due to the negligence or intentional misconduct of the Town, its agents, servants or employees. The Town or its agents will not be liable for any such damage caused by the State Police or persons in, upon or about the building or caused by the operations and construction of any private, public or quasi-public work unless caused by or due to the negligence or intentional misconduct of the Town, its agents, servants or employees. State Police shall indemnify and save harmless the Town against and from all direct liabilities, obligations, damages, penalties, claims, costs and reasonable expenses for those injuries either to person or property arising out of 6 the use, possession, or occupancy of the demised premises, including but not limited to, injuries - to State Police personnel or property, injuries to persons or property of persons in custody or control of the State Police and injuries to persons or property of persons lawfully and/or properly in or upon the demised premises occasioned by negligent acts or omissions of the State Police, its agents, servants and employees. 11. The State Police itself, its legal representatives, successors and assigns, expressly covenant that it shall not assign, mortgage or encumber this Agreement nor underlet or suffer or permit the demised.premises to be used by others without the Town's prior written consent. 12. The Town shall have the option of inspecting the demised premises from time to time as the Town may deem appropriate, at such times as shall be mutually agreed upon by the Town and State Police. If the parties cannot successfully agree upon an inspection date within thirty (30) days written notice by the Town that they wish to inspect the premises, the Town shall, upon ten(10) days notice to the State Police, designate a time and date for an inspection. 13. A. If the State Police defaults in pursuing any of the covenants of this Agreement or if the demised premises becomes vacant, then the Town shall serve a thirty (30) day written notice upon the State Police specifying the nature of the default. Upon expiration of thirty (30) days, if the State Police fails to comply with or remedy the default or the default cannot be completely remedied in the thirty (30) day period, or if the State Police shall not diligently commence such remedy T within such thirty (30) day period and shall not thereafter with responsible diligence and in good faith proceed to remedy or cure such default, the Town may serve a thirty (30) day notice of cancellation of agreement. Within thirty (30) days, this Agreement will therefore end and expire as fully and as completely as if the expiration of such thirty (30) day period were the day definitely fixed as the expiration date of this Agreement and the State Police shall then quit and surrender the demised premises to the Town. B. If the Notice provided for in paragraph 13(A) shall have been given and the term shall expire, then the Town may re-enter the demised premises by force, summary proceedings or' otherwise and dispossess the State Police. The legal representatives of the State Police or occupants of the demised premises shall then remove their effects and hold the premises as if this Agreement had not been made. If the State Police shall default prior to the date fixed as the commencement of any renewal or extension of this Agreement, the Town may cancel and terminate such renewal or extension Agreement by written notice. 14. If the State Police shall default in the observance or performance of any term, covenant or provision of this Agreement, except in an emergency, the Town, upon thirty (30) days written notice to the State Police, may perform the State Police's obligation should the State Police fail to remedy any default. In the event that the State Police defaults as a result of an emergency situation, the Town may immediately and without notice, perform any obligation of the State Police. In such case, if the Town makes any expenditures or incurs any financial 8 obligations, including but not limited to attorney fees, in instituting, prosecuting or defending any action or proceeding, the State Police will reimburse the Town for necessary and reasonable sums paid or obligations incurred, with interest and costs. The foregoing expenses incurred by reason of the State Police default shall be paid by the State Police in accordance with usual State practices and procedures. 15. It is agreed and understood by the parties that there shall be no routine washing of State Police cars or other vehicles within the garage area of the building which would result in water being sprayed either purposely or inadvertently on walls, ceilings and electrical fixtures not designed and constructed as waterproof in accordance with the terms of this Agreement. 16. Neither the Town nor the Town's agents have made any representations or promises with respect to the building's physical condition, the land upon which it is constructed, the demised premises, expenses of operations or any other matter or thing affecting or relating to the premises except as expressly set forth herein and no rights, easements or licenses shall be acquired by the State Police by implication or otherwise except as expressly set forth in the provisions of this Agreement. All understandings and agreements made between the parties are merged in this Agreement, which alone fully and completely express the agreement between the Town and State Police. Any executory agreement made hereafter shall be ineffective to change, modify, discharge or affect an abandonment of it in whole or in part, unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought. 9 17. If the office building located on the premises should be totally destroyed by fire or other cause, to such an extent that it cannot or is not rebuilt or repaired within thirty (30) days after such destruction, then either party shall have the ability to terminate this Agreement by written notice to the other sent after such thirty(30) day period. In such case, the Town shall not be obligated to rebuild the office building,but shall have the discretion to do so. Furthermore,in case of such destruction, the Town shall have no obligation to provide alternate facilities to the State Police. 18. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of the Town,the State Police, their successors and assigns. 19. The standard clause for all New York State contracts, attached as Exhibit C as Appendix A, is incorporated as if more fully set forth herein. IN WITNESS WHEREOF, the Town and State Police have respectively signed and sealed this Agreement as of the day and year first above written. "• O AJTC; .,`,. r:cY C;cN�;• L I I TOWN OFQUEENSBURY BY: • . . :UPERVISOR Attest: kifk-V\a'kil)e ira 10 = F - NEW YORK STATE POLICE BY: �"(/G2yC� �(/nG�� Attest: STATE OF NEW YORK) ss.: COUNTY OF WARREN) On this 2nd day of May in the year 2000 before me, the undersigned, a notary public in and for said state, personally appeared DENNIS BROWER, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument. //�� //�� -a _ itc _ob 0 . Notary Pub £ PAMELA A.MARTIN Notary Punk,State of New York Warren County Reg.No.4946222 My Comm.Expires January 27 421 STATE OF NEW YORK) • ss.: COUNTY OF WARREN) On this_day of May in the year 2000 before me,the undersigned, a notary public in and for said state, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument. Notary Public • 11 ../• ) ‘ \ + :ih '.il* lii .'•,I ,11 111 , - il '.. _ F it. .. r - , ' i k. f E I 1.1 x ESI . I I. Iri, 9) - i . : .. l.- G, tri i ..r• pFI I -; _' C.J....r k. Oct p n • - "j i°a - • 1 r ut p i G . . . .'t1 ' -111 _ GI 1t II 01 i .ii 4�' ; , ;• ���i I ,��• 1. 105'1 •t<I-- "i:;:;; _ i r ,. . , , I 11T z--i t - 1 e. 'Pal l ) ( i )- �` \ .Ili i t.•. f 8 1'1- r- G � •i . til;;; l.t .,i t X 21p I' - f1 % ' of • _4` ` S . x.. i ,i `i I.510.1 U or?Js t U 1-4,1 .,, e`.' tj h,'' IV I 'I ainl. �� L F..I t _, n to u ..M.�>.. -9:Sr!4 :r E 1 4, Z 52 j:IA ;L .-S14,3:�1>: :I Irl 5 ' IZlly ,i tYr — ._ Nln' 1•V. 1 • 'II ' I;: j n v 'n Y:: 1 -11 f 1„ Yt:1 —1 I / H HT \ ,rrp.II� .�.t [ Via. : '11" : . ;�. 't"Sc pp111244; '64, 4 .-,'i...i ::. ' -'.:::i.i. -f;.-.-.1.-..rtsc-iiir.i..1-Lb Pr •-.:e.-- .. .. - - .. -•---1 :•--/ ‘. i k. ) 't ‘. ./ • - `:4r> , - -'' - �r�""• 4 1i. r, EX4it atr A - • :.1'-! - - - - --- -- --- - • • MEMORANDUM OF UNDERSTANDING 3u3SECT: An agreement to protect and enhance endangered species habitat in the Town of Queensbury. - PARTIES: Town of Queensbury (Town) , Bits uepartment or Environmental --- Conservation•e Bureau of wildlife (NYSlitC) . - • The purpose of the agreement is to protect and enhance a significant habitat for the Kamer Blue Butterfly, an endangered 'aped-d-s- 'son' rolirrty=uwin a 'by_the=Town_-of"-Queensbury=Me.=, located on the meth side of Aviation Read and lies between Prospect ' - ^ and Midnight Drives. Currently undeveloped, the Town has resolved to construct a NY State Police Office (NYSPO) on the site. The -attached-. plan . (Exnibit . 1) will serve to identify the location. or - - -- • the proposed -sLuctun.- i4YS20, - as used in this agreement,-. Shall re£ar to all .sCcuctures,- including building, parxing lots, sidevalki;= septic leach field, fuel storage, communications system, and_-any_: .- __ --- -other- constructed uninstalled facility shown on EXhibit 1. The Town and NYSDEC agree to conserve and protect habitat .for - - - tha Korner Blue Butterfly at the property owned by the Town cn Aviation -- - "_ Road. - • - - A. The Town and/or the contractor, in cooperation with -- --:- the NYSDEC, shall delineate an area that shall not - be impacted by construction, storage of materials or . -_- --. -. equipment. The area may be delineated by a temporary fence lying outside the construction zone South and west of the NYSPO. The area shall be delineated prior - to the initiation of ground breaking. The area delineated shall not include any area shown on Exhibit • 1 as designated for the placement or any component of NYSPO. The area delineated shall not prevent the Town and/or conL_actur from being able to effectively and economically work on the site, store materials on the site and construct the various components of NYSPO. D. The woody I:Lnuwed vegetation shall be cut in the locations shown as Area A on Exhibit Z. Woody vegetation includar any shrubs, brush, saplings and trees only in the designated locations and shall include but not limited Lu sweet fern, pine, aha ashen. This does not include the mature stand of pine along the roadside. The woody vegatacion is to be cut and removed from the property for Lite purpose of encouraging an expansion of suitable blue lupine. encroachment of woody vegetation is detrimental to the .weifare of the- endangered Korner slue Butterfly. This. worX shall. occur between the months of August and April. C. (1) . The Town or agency assigned by the Town to maintain the grounds shall mow the meadow as shown on Exhibit • 2. The area where woody vegetation has been. Cut shall be part of the area to be mowed. Annual mowing shall occur LCLwesuu September LS and November 1. The Impactr 1r any, of annual mowing on the perpetuation of wild blue lupine shall be evaluated in three years with • the assistance as required oC NYSDEC. (2). It is agreed and understood by the Town End NYDEC -- ' - that any and all acus.s VC the property not designated as Arca A may he used for such recreational purposes as the Town may deem appropriate. -- - - - D. Fire may not be used as a managc'wu..t tool. -_ E. The- trail proposed across the site as shown on bcnibit ---'_-- "-" 1 shall be located where it will not disturb known wild blue lupine and the other native wild flowers. The trail shall be limited in width to four feet and trails stuuuning 'or eminating therefrom may be constructed uc established by the Town. These extensions of the --_ -- -- ---- main 'trail shall likewise not exceed a width of four feet. F. Flower beds proposed by the Town shall be located north - and/or east of the NYSPO facility unless otherwise _ agreed to between the Parties. The site of disturbance above Lhc septic leach field shall be rehabilitate& by planting a mixture of native blue lupine -and wilt flowers. G. Snow removed from parking lots - will likely contain concentrations of sodium that is detrimental to the conLi..ued survival of the vegetation association that .s to be protected by this agreement. Snow, thererore, shall not be accumulated or stored on lands south of - the southerly most puLLLuu of the HYSPO unless otherwise agreed to between the parties. -- This agreement is intended to protect and enhance the habitat for the endanyeced Earner Slue Butterly an Town Owned property south or tilts Aviation noad. - 2 The undersignec concur with the intent oC this :Uq:ewutnt, aua the Town snail accept. responsibility for the maintenance requiral CEPS net. l:acth in this agreement.. Agreement bated: • TOWN or QUNtr SbUkY - Ey: Seelt en BUtyur, TWu Suwetvis01 • NYSDEC tsy Terry E. Henley 3 • APPENDIX A - STANDARD CLAUSES FOR ALL NEW YORK STATE CONTRACTS . • The paries to the attached contract, license, lease, amendment or other agre rent of any kind (hereinafter, "the cot Lact" or "thtis contract") agree to be bund by the following clauses which are hereby made a part of the contract (the word "Contractor" herein refers to any party other than the State, whether a contractor, licensor, licensee, lessor, lessee or any other party) : 1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State shall have no liability under this contract to the Cont-actor or to anyone el Ge beyond funds appropriated ated and available for this contract. 2. NLN-ASSIQIlffNT CLAUSE. In accordance with Section 138 of the State Finance Law, this contract may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the previous consent, in writing, of the State and any. attempts to assign the contact without the State's written consent are milt and void. The Contractor may, however, assign its right to receive payment without the State's prior written consent unless this contract. canoe= Certificates of Participation.pursuant to Article 5-A of the State Finance Lan. 3. C•• rr'PD fl'S APPROVAL. In accordance with Section 112 of the State Finance Law (or, if this contract is with the State University or City University of New York, Section 353 or Section 6218 of the Education Law) , if this contract exceeds $5,000 ($20,000 for certain S.U.N.Y. and C.U.N.Y. contracts) , or if this is an ar "dment for arty amount to a contract which, es so amended, excmcris said sanatory amount, or if, by this contract, the State agrees to give something other than money, it she not be valid, effective or binding upon the State until it has been approved by the State Comptrol1er and filed in his office. 4. WORKa4S r CCMPENTSATICN BE aPITS. In accordance with Section 142 of the State Finance Law, this contact snail be void and of no force and effect nnl ass - t.e Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the pro-visions of the Workers' Compensation Law. 5. NGT-J15 AT_ICN RECUrETTS. in accordance with Article 15 of the Executive Lar (also known as the Hunan Rights Law) and all other State and Federal . statutory and constitutional non-discrimination provisions, the Cont-ac= will not t i sc-i mi nate against any erpleyee or ant for employment because of race, creed, color, sex, national origin, age, ai sanility or marital statns.- Fur`he=tore, in accordance with Section 220-e of the Labor Law, if this is a contract for the constriction, alteration or repair of any public building or public work or for the manufacture, sate or distribution of materials, ecuTptent or suppl•eG, and to the extent that this czaiLract shall be performed within the State of New York, Contractor agrees that neither it nor its subcontractors Gha11 , by reason of race, creed, color, disability, sex or nat4r'tm l origin: (a) j --- disciminate in hiring against any New York State citizen who is palified and. available to pe_r_oam the work; or (b) discriminate against or intimidate any .. employee hired for the perfonmxnce of work under rhi G L,AILract. If this is.a . onilding service contract as defined in Section 230 of the rahrr Law, then, in accordance with Section 239 thereof, Contractor agrees that neither it nor its . :xNi grr -2. subcontractors shall, by reason of race, crea, Color, national origin, age, sex or disability: (a) discriminate in hiring against any New York State citizen who is qualified. and available to perform the work; or (b) discriminate against or intimidate any employee. hired for the performance of work under this contract. Contractor is subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 239 as well as possible termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation. 6. ¶'WGE AND HOURS PRCNISICNS. 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 hairs or days stated in said statutes, except as otherwise provided in the rahnr Law and as set forth in prevailing wage and supplement schedules issued by the State 7atr,r Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and. pay or provide the prevailing svpplements, Irrludi g the prtimm rates for overtime pay, as determined by the State Labor D artment in accordance with the Labor Law. 7. NON-COLLUSIVE BIDDING Rea"7r. In accordance with Section 139-d of the State Finance_ Law, if this contract was awarded based man the submission of bids, Cont-ractor warrants, under penalty of perjury, that its bid was arrived at indenCently and without collusion aim at restricting caretition. Contractor further warrants that, at the time Contractor submitted its bid, an authorized and • responsible person executed and delivered to the State a non-collusive bidding certification on Contactor's behalf. 8. 1 TT-C NAL. BOYCOTT PROHIBITION. In accordance with Sec'ion 220-1 of the Labor Law and Section 139-h of the State Finance Law, if '-his contact exr°a'q $5,000, the Contractor agrees, as a material condition of the contract, that reicher the Contactor nor any substantially owned or affiated person, firm, partnership or corporation has participated, is participating, or shall participate in an international boycott in violation of the federal Deport Pani.tsration Act of 1979 (50 USC Ann. Sections 2401 et sec.) or regulations thereunder• Tf such Contractor, or any of the aforesaid affi hates of Contactor, or, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Ccnmesco Department or any other appropriate agency of the United States s bsecuent to the contract' s execution, such contract, amendment or ardification thereto shall be rendered forfeit and void. The Contractor 'shall so notify the State Camtroller within five (5) business days of such conviction, determination or disposition of appeal (2 NYC.ER 105.4) 9. SET-Cr RIGHTS. The State shall have all of its cam= law and state ry rights of set-off. These rights shall include, but rot be limited to, the State's option to withhold for the purposes of set-off any mbneys due to the Contractor under this contract up to any amounts due and owing to the State with regard to this contract, any other contact wit's any State department or agency, including any contract fora tet commencing prior to the term of this contract, - rnason including, plus any =aunts due and owing to the State for any other without limitation, tax del ;m„encies, fee del i r.cuenci es or monetary penalties relative thereto. . 10. RECORD--i L^IG REQUZREME 1T. The Contactor shall establish and mai ntai n complete and accurate books, records, docrrents, accounts and other evidence di 1ec'y pertinent to performance under this contract for. a period of site (6) - - - - _tzLzi!Ce1W :1 !ears finer payment or the termination of thistragtf'wIiirheverLi. Comptroller Ater, and any extensions thereto; The State a ��nerd1 or my other person or entity authorized to conduct an examination, is-the tgency stheigency or agencies involved in this :tract, chat I have amass to such books, records, documents, accounts and other evidential material daring the cnntract :erm, extensions thereof and said. six (6) year Farirri thereafter for the put:Eases 7f inspection, ,a„rri ting and copying. "Termination of this contract", as used in this ria„v 10, shall mean the later of emaciation of the work of the contract or the end date of the term stated in the contract_ • 11. CQ4FZICTING TERMS. In the event of a conflict between the terms of the Contract (including any and all attachments thereto and amendments thereof) and the teras of this Appendi* A, the terms of this Appendix A chart amr{ho1_ 12. GOVERNING LAW. This contract ahem be governed by the laws of the State of New York except where the Federal supremacy rinne.a requires otherwise.. 13. LATE PAYMENT. Timeliness of payment and any inteTest to he ria- Contractor far late payment shall be governed by Article f A of the State Finance law to the extent required by law. 14. NO ARBITRATION AND SERVICE OF PRCCESS. Disputes involving this contract, including' the breach or alleged breach thereof„ may not be submitted to binding arbitration (except where statutorily authorized) but must, instead, be heard. in a court of competent jurisdiction of the State of New York. Contractor hereby consents to service of process upon it by registered or certified err mail, • return receipt requested. . July 1488