NEWYORK STATEOF  KATHY HOCHUL Governor Commissioner ANDREW D. STILES, P.E. Reglonal Director  Department of  OPPORTUNITY. Transportation  MARIE THERESE DOMINGUEZ  September 10, 2024  Mr. Mark Odell, Town Supervisor Town of Windsor 124 Main Street Windsor, NY 13865 Dear Supervisor Odell:  RE: PIN 9755.82, D041473, BIN 2226070  MCNAIR ROAD OVER TUSCARORA CREEK SUPERSTRUCTURE REPLACEMENT (BNY23) TOWN OF WINDSOR, COUNTY OF BROOME  Enclosed for processing are two copies of Master Bridge NY Federal Aid Local Project Agreement (D041473) to perform the Preliminary Engineering/Design work. The work involves replacing the superstructure carrying McNair Road over Tuscarora Creek (BIN 2226070) in the Town of Windsor, County of Broome. This is a Locally  Administered Project.  Both copies must have original signatures and both copies must be notarized. In addition, two certified copies of the necessary Town Resolution must accompany the Agreements (a sample resolution is included in the agreement). Please return both copies to our Regional Office at 44 Hawley Street, Binghamton, New York 13901 for further processing. A completed copy will be returned to you once the agreement has  been fully executed.  The estimated cost for the Preliminary Engineering/Design work is $350,000. The Town will be reimbursed 95% of $350,000, or $332,500, with Federal funds. Therefore, the necessary Town Resolution must authorize $350,000 for this phase of  the project.  Ify you have any questions or need' assistance in this matter, please contact Kahna Beers in our Regional Planning and Program Management Office at (607)217-  6571.  Sincerely, bhubek fo7 Kathryn Mangan  Regional Planning &. Program Manager  501 Wolf Road, Albany, NY 12232 I www.dot.ny.gov    Press F1 to'seei instructions in blank fields  Federal Aid! Local Project Agreement (09/2023) CFDA NUMBER: 20.205 PHASE: PER SCHEDULESA Date Prepared:9/10/2024 By: KB  MUNICIPALITYISPONSOR: Town of Windsor PROJECT IDI NUMBER (PIN): 9755.82 BIN: 2226070  Initials  Federal aid Local Project Agreement COMPTROLLERS CONTRACT NO D041473  This Agreement is by and between:  the New York State Department of Transportation ("NYSDOT"), having its principal office at 50 Wolf  Road, Albany, NY 12232, on behalf of New York State ("State").  and  the Town of Windsor (the Muncpalty/Sponsor? acting by and through Windsor Town Board with its office at 124 Main Street, Windsor, NY 13865.  This Agreement identifies the party responsible for administration and establishes the method or provision for funding of applicable phases of a Federal aid project for the improvement of a street or highway, not on the State highway system, as such project and phases are more fully described by Schedule A annexed to this Agreement or one or more Supplemental Schedule(s) A to this Agreement as duly executed and approved by the parties hereto. The phases that are potentially the subject oft this Agreement, as further enumerated below, are: Preliminary Engineering ("PE") and Right-of-Way Incidental ("ROW Incidentals") work; Right-of-Way Acquisition; Construction; and/or Construction Supervision and Inspection. The Federal aid project shall be identified for the purposes of this Agreement as McNair Road over Tuscarora Creek. (BIN 2226070) superstructure replacement (BNY23) (as  more specifically described in such Sçhedule A, the "Project").  WITNESSETH:  WHEREAS, the United States has provided for the apportionment of Federal aid funds to the State fori the purpose of carrying out Federal aid highway projects pursuant to the appropriate sections of Title 23 U.S. Code as administered by the Federal Highway Administration ("FHWA"); and WHEREAS, the New York State Highway Law authorizes the Commissioner of Transportation (hereinafter referred to as Commissioner") to use Federal aid available under the Federal aid highway acts and provides for the consent to and approval by the Muncpalrty/Sponsor of any project under the Federal aid highway program which is not. on the State highway system before such Project is  commenced; and  WHEREAS, pursuant to: Highway Law $10 (34-a) and section 15 of Chapter 329 of the Laws of 1991 as amended by section 9 of Chapter 330 of the Laws of 1991, as further amended by Chapter 57 of the Laws of New York of 2014, and Chapter 794 of the laws of 2022, as further amended by Chapter 3 of the laws of 2023 (effective December 28, 2023), the State has established the "Marchisell" Program, which provides certain State-aid for Federal aid highway. projects not on the State highway  system; and  1    Press F11 to seei instructions in blank fields  Federal Aid Local Project Agreement (09/2023)  MUNICIPALITY/SPONSOR: Town of Windsor PROJECT IDI NUMBER (PIN): 9755.82 BIN: 2226070  CFDA NUMBER: 20.205 PHASE: PER SCHEDULESA Date Prepared: 9/10/2024 By: KB  Initials  WHEREAS, funding of the "State share" of projects under the Marchiselli Program is WHEREAS, Highway Law $80-b authorizes the funding of eligible costs of Federal aid WHEREAS, project eligibility for Marchiselli Program funds is determined by NYSDOT; and WHEREAS, pursuant to authorizations therefore, NYSDOT and the Municipalty/Sponsor: are desirous of progressing the Project under the Federal aid and, if applicable, Marchiselli-aid Programs;  administered through the New York State Office oft the Comptroller ("State Comptroller); and Municipal/Sponsor streets and highway projects using State-aid and Federal aid; and  and  WHEREAS, The Legislative Body of the Municlpalit/Sponsor by Resolution No.  adopted  at meeting held on  approved the Project, the Municipalily/Sponsor's entry into this Agreement,  has appropriated necessary funds in connection with any applicable Municipal/Sponsor Deposit execute this Agreement and the applicable Schedule A on behalf of the Muncpalty/Sponsor and a copy of such Resolution is attached to and made a part of this Agreement (where New York City is the  identified in applicable Schedules A and has further authorized the Muncpalty/Sponsor, such resolution is not required). NOW, THEREFORE, the parties agree as follows:  oft the Municpalty/Sponsor: to  1.  Documents Forming this Agreement. The Agréement consists oft the following:  Agreement Form - this document titled "Federal aid Local Project Agreement'; Schedule "A"- Description of Project Phase, Funding and Deposit Requirements Schedule "B"-F Phases, Subphase/Tasks, and Allocation of Responsibility Appendix "A"-I New York State Required Contract Provisions Appendix "A-1"- Supplemental Title Vi Provisions (Civil Rights Act)  Appendix "B" - U.S. Government Required Clauses (Only required for agreements with Municipal/Sponsor Resolution(s). - duly adopted Municpal/Sponsor resolution authorizing the appropriate Municpal/Sponsor offiçial to execute this Agreement on behalf of the Municpality/Sponsot: and appropriating the funding required, therefore. (Where Néw *Note - Resolutions for Bridge NY projects must also include an express commitment by the Municlpality/Sponsor that construction shall commence no later than twenty-four (24) months after award, and thé project must be completed within thirty (30) months of commencing construction.  federal funding)  York City is the Muncpaltysponsor, such resolution is not required).  2    Press F11 to'seei instructions ink blankf fields  Federal. Aid Local Project Agreement (09/2023) CFDA NUMBER: 20.205 PHASE: PER: SCHEDULES/ A Date Prepared: 9/10/2024 By: KB  MUNICIPALITY/SPONSOR: Town of Windsor PROJECT ID NUMBER (PIN): 9755.82 BIN: 2226070  Initials  2.  General Description of Work and Responsibility for Administration and Performance. Subject to the allocations of responsibility for administration and performance thereof as shown in Schedule B (attached), the work of the Project may consist generally of the categories of work marked and described in Schedule B for the scope and phase in effect according to Schedule A or one or more Supplemental Schedule(s) A as may hereafter be executed and approved by the parties hereto as required for a State contract, and any additions or deletions made thereto by NYSDOT subsequent to the development of such Schedule(s) A for the purposes of conforming to New York State or to Federal The Municpalnty/Sponsor understands that funding is contingent upon the Muncpalty/Sponsors compliance with the applicable requirements of the "Local Projects Manual (LPM)" (available through NYSDOT's web site at bShdRinyswsabe and as such may be amended from time to time. Municipal/Sponsor Deposit. Where the work is performed by consultant or construction contract entered into with NYSDOT, ork by NYSDOT forces, and unless the total non-Federal share of the Project phase is under $5,000, the Municpalty/Sponsor shall deposit with the State Comptroller, prior to the award of NYSDOT's contract or NYSDOT's performance of work by its own forces, the full amount of the  Highway Administration requirements.  3.  non-Federal share oft the Project costs due in accordance with Schedule A.  4.  Payment or Reimbursement of Costs. For work performed by NYSDOT, NYSDOT will directly apply Federal aid and the required Muncpalty/Sponsor Deposit for the non-Federally aided portion, and, if applicable, shall request State Comptroller funding of Marchiselli aid to the Municipally/Sponsor as described below. For work performed by or through the Muncpalty/Sponsor, NYSDOT will reimburse the Muncpalirty/Sponsor with Federal aid and, if applicable, Marchiselli aid as described below. NYSDOT will periodically make reimbursements upon request and certification by the Sponsor.. The frequency of reimbursement requests must be in conformance with that stipulated in the NYSDOT Standard Specifications; Construction and Materials (section 109-06, Contract Payments). NYSDOT recommends that reimbursement requests not be submitted more frequently than monthly for a typical project. In all cases, reimbursement requests must be submitted at least once every six months.  4.1 Federal aid. NYSDOT will administer Federal funds for the benefit of the Municpalty/Sponsor for the Federal share and will fund the applicable percentage designated in Schedule A of Federal aid participating costs incurred in connection with the work covered by. this Agreement, subject to the limitations set forth on Schedule A. For work performed by or through the Municipalty/Sponsor, NYSDOT will reimburse Federal aid-eligible expenditures in accordance  with NYSDOT policy and procedures.  4.1.1 Participating Items. NYSDOT shall apply Federal funds only for that work and those items that are eligible for Federal participation under Title 23. of U.S. Code, as amended, that requires Federal aid eligible projects to be located' on the Federal Aid Highway System ("FAHS"), except for bridge and safety projects which can be located off the FAHS. Included among the Federal participating items are the actual cost of employee personal services and leave and fringe benefit additives. Other. participating costs include materials and supplies, equipment use charges, or. other Federal  Participating costs directly identifiable with the eligible project.  3    Press F11 to'seei instructions inb blank fields  Federal Aid Local Project Agreement (09/2023)  MUNCPALITYSPONSOR: Town of Windsor PROJECT ID NUMBER (PIN): 9755.82 BIN: 2226070  CFDA NUMBER: 20.205 PHASE: PER SCHEDULES A Date Prepared: 9/10/2024 By: KB  Initials  4.2 Marchiselli Aid (if applicable). NYSDOT will request State Comptroller reimbursement to the Municipality of the upset amount and designated percentage in Schedule A of the non- overmatched non-Federal share of Federal participating cost, (the "State share"), incurred in connection with the work covered by this Agreement, subject to the limitations set forth on Schedule A. Not all Federal aid-eligible participating costs are eligible for Marchiselli aid. Only "Eligible Project Costs" (as defined in Marchiselli Program instructions issued by NYSDOT)  incurred after April 1, 1991, are reimbursable.  4.2.1 Marchiselli Eligible Project Costs. To be eligible for Marchiselli Aid, Project costs must: (a) be eligible for Federal participation as described under 4.1 above; (b) be for work which, when completed, has a certifiable service life of at least 10 years; (c) be for work that relates directly and exclusively to a municipally owned highway, bridge or nighway-railroad crossing located off the State Highway System; and (d) be submitted for reimbursement in accordance with 4.2.2. 4.2.2 Marchiselli Reimbursement Requests. A Sponsor's reimbursement requests are restricted to eligible project costs, To be classified as an "eligible project cost", in addition to other requirements of this agreement, the original expenditure must have been paid within the past 15 months in order to comply with Federal Tax Law (26 CFR 1.150-2 (d)(2)()) which governs fund disbursements from the issuance of tax-exempt bonds. Hence, expenditures paid greater than 15 months prior to the reimbursement request are ineligible for reimbursement.  4.2.3 Marchiselli Extended Records Retention Requirements.  4.2.3.1 To ensure that NYSDOT meets certain requirements under the Title 49  of the Code of Federal Regulations, Part 26, and to ensure that NYSDOT may authorize the use of funds for this project, notwithstanding any other provision of this Contract to the contrary, the Sponsor must retain the following documents in connection with the a) Documents evidencing the specific assets financed with such: proceeds, including but not. limited to project costs, and documents evidencing the use and, ownership of the property b) Documents, if any, evidencing the sale or other disposition of  Projects:  financed- with procéeds of the bonds; and  the financed property,  4:2.3.2 The Sponsor covenants to retain those records described above; which  are used by the Sponsor in connection with the administration of this Program, for thirty-six (36) years after the date of NYSDOT's final  payment of the eligible. project cost(s).  4.2.3.3 Failure to maintain such records in a manner that ensures complete  access thereto, for the period described" above, shall constitute a  4    Press F1 to's 'seei instructions inb blank fields  Federal Aid! Local Project Agreement (09/2023) CFDA NUMBER: 20.205 PHASE: PER SCHEDULES/ A Date Prepared: 9/10/2024 By: KB  MUNCPALITYSPONSOR: Town of Windsor PROJECT ID NUMBER (PIN): 9755.82 BIN: 2226070  Initials  material breach of the contract and may, at the discretion of NYSDOT, result in loss of funds allocated, or the Sponsor's repayment of funds  distributed, toi the Sponsor under this agreement.  4.3 Ini no event shall the State be obligated to fund or reimburse any costs exceeding:  (a) the amount stated in Schedule A for the Federal Share; or (b) the amount stated in Schedule A as the State (Marchiselli) share.  All items included by the Municpalty/Sponsor in the record of costs shall be in conformity with accounting procedures acceptable to NYSDOT and the FHWA. Such items shall be subject to 4.4 If Project-related work is performed by NYSDOT, NYSDOT will be paid for the full costs thereof. To affect such payment, the reimbursement to the Muncpalnty/Sponsor provided for in sections 4.1 and 4.2 above may be reduced by NYSDOT by the amounts thereof in excess of Supplemental Agreements and Supplemental Schedule(s) A. Supplemental Agreements or Supplemental Schedule(s) A.may be entered into by the parties and must be executed and approved in the manner required for a State contract. A Supplemental Schedule A is defined as a Supplemental Agreement which revises only the Schedule A of a prior Agreement or Supplemental Agreement. In the event Project cost. estimates increase over the amounts provided for in Schedule A, no additional reimbursement shall be due to the Muncpalty/5ponsor unless the parties enter into a Supplemental Agreement or Supplemental Schedule A for reimbursement of additional Eligible Project Costs.  audit by the State, the federal government, or their representatives.  the Municpality/Sponsor Deposit available for such payment to NYSDOT.  5.  6.  State Recovery of Ineligible Reimbursements. NYSDOT shall be entitled to recover from the Muncpalrty/Sponsor any monies paid to the Muncpalnty/Sponsor pursuant to this Agreement which are 7. Loss of Federal Participation. In the event the Mancpalyépnorwindawe its approval of the project, suspends or delays work on the Project, or takes other action that results in the loss of Federal participation for the costs incurred pursuant to this Agreement, the Muncpalty/Sponsor shall refund- to the State all reimbursements received from the State, and shall reimburse the State for 100% of all preliminary engineering and right-of-way incidental costs incurred by NYSDOT. The State. may offset any other State or Federal aid due to the Muncpalry/Sponsor by such amount and apply such offset to  subsequéntly determined to be ineligible for Federal aid or Marchiselli Aid hereunder.  satisfy such refund.  8.  Munepa/sponsorLahly.  8.1 If the Municipalty/Sponsor performs work under this Agreement with: its own forces, it shall be responsible for. all damage to person or property arising from any act or negligence performed by or on behalf of-the Municipalty/Sponsor, its officers, agents, servants or employees, contractors, subcontractors, or others in connéction therewith. The Municipalty/Sponsor specifically- agrees that its agents or employees shall possess the  5    Press F1 to see instructions in blankf fields  Federal Aid! Local Project Agreement (09/2023) CFDA NUMBER: 20.205 PHASE: PER SCHEDULESA Date Prepared: 9/10/2024 By: KB  MUNICIPALITY/SPONSOR: Town of Windsor PROJECT ID NUMBER (PIN): 9755.82 BIN: 2226070  Initials  experience, knowledge, and character necessary to qualify them individually for the particular 8.2 The Municlpality/Sponsor shall indemnify and save harmless the State for all damages and costs arising out of any claims, suits, actions, or proceedings resulting from the negligent performance of work by or on behalf of the Municpalty/Sponsor its officers, agents, servants, employees, contractors, subcontractors, or others under this Agreement. Negligent performance of service, within the meaning of this section, shall include, in addition to negligence founded upon tort, negligence based upon the Muncpanty/sponsors failure to meet professional standards and resulting in obvious or patent errors in the progression of its work. Additionally, the Muncpality/Sponsor shall defend the State in any action arising out of any claims, suits, actions, or proceedings resulting from the negligent performance of work by or on behalf of the Municpalty/Sponsor, its officers, agents, servants, employees, contractors, subcontractors, or 8.3 The Muncipaity/Sponsor shall at all times during the Contract term remain responsible. The Muncpalty/Sponsor agrees, if requested by the Commissioner of Transportation 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. 8.4: The Commissioner of Transportation or his or her designee, in his. or her sole discretion, reserves the right to suspend any or all activities under this Contract, at any time, when he or she discovers information that calls into question the responsibility of the Municpaly/Sponsor. Int the event of such suspension, the Muncpality/Sponsor will be given written notice outlining the particulars of such suspènsion. Upon issuance of such notice, the Municipality/Sponsor: must comply with the terms of the suspension order. Contract activity may resume at such time as the Commissioner of Transportation or his or her designee issues a written notice authorizing a 8.5 Upon written notice to the Municpalty/Sponsor, and a reasonable opportunity to be heard with appropriate Department of Transportation officials or staff, the Contract may be terminated by the Commissioner of Transportation or his or her designee at the Muncpallys/Sponsors expense where the Muncpalrty/Sponsor is détermined by: the Commissioner of Transportation or his or her designee to be non-responsible. In such event, the Commissioner of Transportation or his or her designee may complete the contractual requirements in any manner he or she may 9.- Maintenance. The Muncpalty/5ponsor shall be responsible for the maintenance of the project at the sole cost and expense of the Municpalily/Sponsor. Ifthe Municipalitly/Sponsor intends to have the project maintained by another, any necessary maintenance agreement will be exeçuted. and submitted to- NYSDOT before construction of the Project. is begun. Upon its completion, the Municpalty/Sponsor will operate and maintain the Project. at no expense to NYSDOT; and during the' useful life of. the Project, the Muncpalty/Sponsor shall not discontinué operation and maintenance of the Project, nor dispose oft the Project, unless itr recéives prior written approval to do sO from NYSDOT.  duties they perform.  others under this Agreement.  resumption of performance under the Contract.  deem advisable and pursue, available legal or equitable remedies for breach.  9.1 The Municipalitly/Sponsor: may request: such approved disposition from NYSDOT where the  6    Press F1 tos seei instructions in blank fields  Federal Aid! Local Project Agreement (09/2023)  MUNCPALITYSPONSOR: Town of Windsor PROJECT ID NUMBER (PIN): 9755.82 BIN: 2226070  CFDA NUMBER: 20.205 PHASE: PER SCHEDULESA Date Prepared: 9/10/2024 By: KB  Initials  Muncpalty/Sponsor either causes the purchaser or transferee to assume the Municpalit/Sponsors continuing obligations under this Agreement or agrees immediately to reimburse NYSDOT for the pro-rata share of the funds received for the project, plus any direct 9.2 Ifa Muncpalry/5ponsor fails to obtain prior written approval from NYSDOT before discontinuing operation and maintenance of the Project or before disposing of the project, in addition to the costs provided, above in 9.1, Muncpalty/Sponsor shall be liable for liquidated damages for indirect costs incurred by NYSDOT in the amount of 5% of the total Federal and 9.3 For NYSDOr-administered projects, NYSDOT is responsible for maintenance only during the NYSDOT administered construction phase. Upon completion of the construction phase, the 10. Independent Contractor. The officers and employees of the Muncpalty/Sponsor, in accordance with the status of the Muncpalty/Sponsor as an independent contractor, covenant and agree that they will conduct themselves consistent with such status, that they will neither hold themselves out as, nor claim to be, an officer or employee of the State by reason hereof, and that they will not by reason hereof, make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of the. State, including, but not limited to, Workers Compensation coverage, Unemployment 11. Contract Executory; Required Federal Authorization. It is understood by and between the parties hereto that this Agreement shall be deemed executory only to the extent of the monies available to the State and no liability on account thereof shall be incurred by the State beyond monies available for the purposes hereof. No phase of work for the project shall be commenced unless and until NYSDOT 12. - Assignment or Other Disposition of Agreement. Thé Muncpalnty/sponsor agrees not to assign, transfer, convey, sublet. or otherwise dispose of this Agreement or any part thereof, or ofi its right, title or interest therein, or its power to execute such Agreement to any person, company, or corporation without 13. Term of Agreement. The Project phase(s) and Term are identified in Schedules (A) exécuted. herewith and incorporated herein or as subsequently identified in a duly executed and approved supplemental Schedule(s) A as of the date of such supplemental Schedule(s) A. This Agreement shall remain in effect so long as Federal aid and Marchisell-aid funding authorizations are in effect and funds are made available pursuant to the laws controlling such authorizations and availabilities. Howeyer, if such authorizations or availabilities lapse and are not renewed, continued, or reenacted, as to funds encumbered or available and to the extent of such encumbrances or availabilities, this Agreement shall remain in effeçt for the duration of such encumbrances. or availabilities. Although the liquidity of encumbrances or the availability. of funds may. be affected by budgétary hiatuses, a Federal or State budgetary hiatus will not- by itself be construed to cause a lapse in this Agreement provided any necessary Federal or State appropriations or other funding authorizations therefore aré eventually  costs incurred by NYSDOT, over the remaining useful life of the Project.  non-Federal funding provided through NYSDOT.  Muncpalty/Sponsors maintenance obligations start or resume.  Insurance benefits, Social Security, or Retirement membership or credit.  receives authorization from the Federal government.  previous consent in writing of the Commissioner.  enacted.  7    Press F11 tos seei instructions inb blanki fields  Federal Aid Local Project Agreement (09/2023)  MUNCPALITYSPONSOR: Town ofWindsor PROJECT ID NUMBER (PIN): 9755.82 BIN: 2226070  CFDA NUMBER: 20.205 PHASE: PER SCHEDULESA Date Prepared: 9/10/2024 By: KB  Initials  13.1 Time is of the essence (Bridge NY Projects). The Munclpality/Sponsor understands and agrees that construction of Bridge NY Projects shall commence no later than twenty-four months after award, and the project must be completed within thirty (30) months of commencing (24)  construction.  14. NYSDOT Obligations. NYSDOT's responsibilities and obligations are as specifically set forth in this contract, and neither NYSDOT nor any of its officers or employees shall be responsible or liable, nor shall the Municipality/Sponsor assert, make orj join in any claim or demand against NYSDOT, its officers or employees, for any damages or other relief based on any alleged failure of NYSDOT, its officers or employees, to undertake or perform any act, or for undertaking or performing any act, which is not 15. Offset Rights. In addition to any and all set-off rights provided to the State in the attached and incorporated Appendix A, Standard Clauses for New York Contracts, NYSDOT shall be entitled to recover and offset from the Municpalty/Sponsor any ineligible reimbursements and any direct or indirect costs to the State as to paragraph 6 above, as well as any direct or indirect costs incurred by the State for any breach of the term of this agreement, including, but not limited to, the useful life requirements in paragraph 9 above. At its sole discretion NYSDOT shall have the option to permanently withhold and offset such direct and indirect cost against any monies due to the Municipalty/Sponsor from the State of New York for any other reason, from any other source, including but not limited to, any other Federal or State Local Project Funding, and/or any Consolidated Highway 16. Reporting Requirements. The Muncpalty/5ponsor agrees to comply with and submit to NYSDOT inat timely manner all applicable reports required under the provisions of this Agreement and the Local Projects Manual and in accordance with current. Federal and State laws, rules, and regulations.  specifically required or prohibited by this Agreement.  and Local Street Improvement Program (CHIPS) funds.  17. Notice Requirements.  17.1 - All notices permitted or required hereunder shall be in writing and shall be transmitted: -(a) Via cèrtified or registered United States mail, return receiptrequested:  (b) By facsimile transmission, (c) By personal delivery, (d) By expedited delivery service; or (e) By e-mail.  Such notices shall be address as follows or to. such different addresses as the parties may from time-to-  time designate: Name: Kahna Beers  New York State Department of Transportation (NYSDOT) Title: Senior Capital Program Analyst Address: 44 HawleyStreet. Binghamton, NY13901 Telephone Number: 607-217-6571 Facsimile Number: 607-721-8267  E-Mail Address:  ahnabers@doiny.gow  8    Press F1 tos seei instructions inb blank fields  Federal Aid Local Project Agreement (09/2023) CFDA NUMBER: 20.205 PHASE: PER SCHEDULESA Date Prepared: 9/10/2024 By: KB  MUNICIPALITY/SPONSOR: Town of Windsor PROJECT IDI NUMBER (PIN): 9755.82 BIN: 2226070  Initials  Muncipally/Sponson Town ofWindsor Name: Mark Odell Title: Town Supervisor Address: 124 Main Street Windsor, NY1 13865 Telephone Number: 607-655-2023 Facsimile Number: 607-655-2027  E-Mail Address:  townsupervisor.torfow@gmal.com  17.2 Any such notice shall be deemed to have been given either at the time of personal delivery or, ini 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 email, upon receipt. The parties may, from time to time, specify any new or different address in the United States as their address for purpose of receiving notice under this Agreement by giving fifteen (15) days written notice to the other party sent in accordance herewith. The parties agree to mutually dèsignate individuals as their respective representatives for the purposes of receiving notices under this Agreement. Additional individuals may be designated in writing by the parties for purposes of implementation and adminstrationbiling. resolving issues and problems and/or for dispute resolution. 18. Electronic Contract Payments. Municipality/Sponsor shall provide complete and accurate supporting documentation of eligible local expenditures as required by this Agreement, NYSDOT and the State Comptroller. Following NYSDOT approval of such supporting documentation, payment for invoices submitted by the Muncipalty/Sponsor shall only be rendered electronically unless payment by paper check is expressly authorized by the Commissioner, in the Commissioner's sole discretion, due to extenuating circumstances. Such electronic payment shall be made in accordance with ordinary State procedures and practices from the Statewide- Financial System (SFS). The contracting local. Municipalty/Sponsor shall comply with the State Comptroller's procedures for all Federal and applicable Instructions and authorization forms are available. on the State Comptroller's wébsite at Atps/www.9SCTV/g0vslate-vendors Registration forms and instructions can be found at the NYSDOT ps.hwadainygowdMatsesvipamasappamumsayelma The Muncpality/Sponsor herein acknowledges that it will not receive payment on any. invoices submitted- under this agreement if it does not comply with the applicable State Comptroller and/or NYS. State Comptroller's electronic payment procedures, except where the Commissioner has expressly 19. Compliance with Legal Requirements. Municipalily/Sponsor must comply with all applicable  State Aid to authorize electronic payments.  Electronic Payment Guidelines website at: aldproects/lectronc Payment Guidelines.  authorized payment by paper check as set forth above.  9    Press F1 tos see instructions inb blank fields  Federal, Aid Local Project Agreement (09/2023) CFDA NUMBER: 20.205 PHASE: PER SCHEDULESA Date Prepared: 9/10/2024 By: KB  MUNICIPALITYISPONSOR: Town of Windsor PROJECT ID NUMBER (PIN): 9755.82 BIN: 2226070  Initials  federal, state, and local laws, rules, and regulations, including but not limited to the following:  19.1 Title 49 of the Code of Federal Regulations Part 26 (49 CFR 26), Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs; Title 23 Code of Federal Regulations Part 230 (23 CFR 230), External Programs; and, Title 41 of the Code of Federal Regulations Part 60 (41 CFR Subtit. B, Ch. 60) Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, including the requirements thereunder related to utilization goals for contracting opportunities for disadvantaged business enterprises (DBEs) and equal employment opportunity.  19.1.1 If the Muncpalty/5ponsor fails to monitor and administer contracts funded in whole or in part in accordance with Federal requirements, the Municpalty/Sponsor will not be reimbursed for ineligible activities within the affected contracts. The Municpalty/Sponsor must ensure that the prime contractor has a Disadvantaged Business Enterprise (DBE) Utilization Plan and complies with such plan. If, without prior written approval by NYSDOT, the Munepalty/Sponsors contractors and subcontractors fail to complete work for the project as proposed in the DBE Schedule of Utilization, NYSDOT at its discretion may (1) cancel, terminate or suspend this agreement or such portion ofthis agreement or (2) assess liquidated damages in an amount of up to 20% of the pro rata share of the' Muncpall/Sponsors contracts and subcontracts funded in whole or in part by this agreement for which contract goals have been  established.  19.2 New York State Environmental Law, Article 6; the State Smart Growth Public Infrastructure Policy Act (NY CLS ECL, Art. 6); including providing true, timely and accurate 19.3 28-CFR 35.105, which requires a Municipality/Sponsor employing 50 or more persons to prepare a Transition Plan addressing compliance with the Americans with Disabilities Act (ADA). 20. Compliance with Procedural Requirements. Thé Municipally/Sponsor: understands that funding is contingent upon the Muncpantlysponsors compliance with the applicable requirements of the Local Projects Manual (LPM), which, as such, may be amended from time to time. Locally administered Federal aid transportation projects must be constructed in accordance with the current version of NYSDOT Standard Specifications; Construction and Materials, including any and all modifications to the Standard. Specifications issued. by. the Engineering Information Issuance System,- and NYSDOT- approved Special Specifications for general use: (Gities with a population of 3 million or more. may: pursue approval of their own construction specifications and procedures on. à project by project basis).  information relating to the project to ensure compliance with the Act.  10    Press F1 tos seei instructions inb blank fields  Federal Aid Local Project Agreement (09/2023) CFDA NUMBER: 20.205 PHASE: PER SCHEDULESA Date Prepared: 9/10/2024 By: KB  MUNICIPALITY/SPONSOR: Town of Windsor PROJECT ID NUMBER (PIN): 9755.82 BIN: 2226070  Initials  Comptroller's Contract Number: D041473  IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized  officials.  MUNICIPALITY/SPONSOR:  MUNICIPALITY/SPONSORATTORNEY:  By: Print Name: Title:  By: Print Name:  STATE OF NEW YORK COUNTY OF Broome On this  ) )ss.: ) day of  2024 before me personally came  tor me known, who, being by me duly sworn did depose of the Municipal/Sponsor Corporation described in and which of said Municipal/Sponsor Corporation pursuant to a resolution which  and say that he/she resides at  that he/she is the  executed the above instrument; (except New York City) that it was executed by order of the  was. duly. adopted on  and which a certified copy is attached and made a part  hereof; and that he/she signed his name thereto by like order,  Notary Public  APPROVED FOR NYSDOT: For Commissioner of Transportation  APPROVED AS TO FORM:  STATE OF NEW YORK ATTORNEY GENERAL  By:  By:  Assistant Attorney General  -Agency Certification: In addition to the acceptance this signature page. will be attachèd to all other.  of this contract I also certify that original copies of COMPTROLLER'S APPROVAL:  exact copies of this contract.  By:  Fort the New York State Comptroller Pursuant to State Finance Law $112  Date:  11    Schedule A (01/2023) Press F1 tor reàdi instructions in blank fields OSC Contract#: D041473  Page 1of2  SCHEDULE A - Description of Project Phase, Funding and Deposit Requirements NYSDOTI State-Local Agreement- Schedule A1 for PIN 9755.82  Contract Start Date: 11 mm/ddlyyyy) Contract End Date: 11 (mm/ddlyyyy)  Check, ifdate changed from the last Schedule A  Purpose: Agreement Type:  XC Original Standard Agreement  Supplemental Schedule AI No.  Locally Administered Muncpalnty/Sponsor (Contract Payee): Town of Windsor  Other Municipalitly/Sponsor (if applicable):  State Administered List participating Municipalily(es) and the % of cost share for each and indicate by checkbox which  Municipality this Schedule. A applies. Municipality: Municipality: Municipality:  % of Cost share % of Cost share % of Cost share  Authorized Project Phase(s) to which this Schedule applies: X PE/Design  ROWIncidentals Construction/CiIcs  ROWA Acquisition  Work Type: BR REPLACE  County (lf different from Municipality): County of Broome  (Check, ifProject Description has changed from last Schedule A): Tuscarora Creek (BNY23); Town of Windsor; County of Broome  Project Description: BIN: 2226070; This project replaces the superstructure of the bridge carrying McNair Road over  Marchiselli Eligible D Yes K No  A. Summary of Participating Costs FOR ALL PHASES Fore éach PIN Fiscal Share. below, show' current costs on the rows indicated as" "Current. Show the old costs from the previous Schedule A on the rowi indicated as "Old.". Allt totals will calculate automatically.  LOCAL DEPOSIT (Required only if State Administered), $0.00 $0.00. $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00. - $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $ 0.00  PIN "Current" Fiscal or"Old" Share  Funding Source (Percentage)  TOTAL Costs FEDERAL  STATE Funds $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $ 0.00  LOCAL Funds AMOUNT  entry indicator Old Old Current Old Current Old Current Old Current Old: Current Old Current Old' Current Old" Current Old  Funds $332,500.00 $0.00 $0.00 $0.00 $0:00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00- $0.00 $0.00 $0.00 $0.00 $0.00 $332,500.00  9755.82.121 Current Other (see FN) **  $332,500.00 $ 0.00 $17,500.00 $0 0.00 $ 0.00 $.0 0.00. $0.00 $0.00 $ 0.00 $:0,00 $ 0.00 $ -0.00. $ 0.00 1 $0.00 $ 0.00  $.  0.00 $.0.00 $0 0.00 $ 0.00 $0.00 $350,000.00  $0.00 $0.00. $17,500.00 $0.00- $0.00 $0.00 $0.00 $0.00 $0.00- $0.00: $0.00 - $0.00:: $0.00 $0.00 $0.00- $0.00 $0.00 $0.00. $0.00 $0.00 $17,500.00  9755.82.NPS Current  100% Local  : -   TOTAL CURRENT COSTS:    Schedule A (01/2023) Press F1 to readi instructions int blank fields  Page2of2  NYSDOTIState-Local Agreement- = Schedule A PIN 9755.82  B. Local Deposit(s), from Section A: Additional Local Deposit(s) Total Local Deposit(s)  0.00 $0.00 0.00  C. Total Project Costs AIl totals will calculate automatically  Total FEDERAL Cost $332,500.00  Total STATE Cost $ 0.00  Total LOCAL Cost $17,500.00 Total FEDERAL Cost Total STATE Cost  Total ALL SOURCES Cost $350,000.00 $332,500.00 $ 0.00 $332,500.00  SFS TOTAL CONTRACT AMOUNT  D Point of Contact for Questions Regarding this Schedule A (Must be completed):  Name: Kahna Beers Phone No: 607-217-6571  See Agreement (or Supplemental Agreement Cover) for required contract signatures. Footnotes (FN): (See LPB's SharePoint forl linkt tos sample footnotes)  9755.82.121 - This initial project is authorized for Preliminary Design only. When NEPA is completed, Final Design must be authorized. by FHWA. No costs incurred for Final Design are eligible prior to FHWA's FMIS  authorization for Final Design. :  BIN 2228070-MeNairRoad over Tuscarora Creek, Town of Windsor  **This is a 2023 Bridge NY project and Federal Funding is designated "BFP Off System" and tepresents 100% of  the federal funds.  9755.82 NPS in' the amount of $17,500 is being provided for preliminary engineering.  Project must begin construction no later than 24 months after award; award is defired as approved State-Local Agreement (SLA) by- the NYS Office of the State Comptroller. The Projeçt Sponsor must expèditiously progress Projects must' be fully. completed within 30 month of commencing construction; construction is defined as an award to a contractor or commencement of work by- muncipallsponsor work forces. Therefore, Sponsors are strongly encouraged to have projects substantially completed within two years of commèncing construction.  the execution of the SLA.    SCHEDULE B: Phases, Sub-phase/Tasks, and Allocation of Responsibility Instructions: Identify the responsibility for each applicable Sub-phase task by entering Xi in either the NYSDOT column to allocate the task to State labor forces or a State Contract, or in the Sponsor column indicating non-State labor forces or al locally administered contract.  A1Preliminan Engineering (PES) Phase  PhaseSub-phasellask (SSM), as appropriate.  Responsibility: NYSDOT Sponsor  1. Scoping: Prepare and distribute all required project reports, including an Expanded Project Proposal (EPP) or Scoping Summary Memorandum 2. Perform data collection and analysis for design, including traffic counts and forecasts, accident data, Smart Growth checklist, land use and  K R D R  development analysis and forecasts. 3. Smart Growth. Attestation (NYSDOT ONLY).  4. Preliminary Design: Prepare and distribute Design Report/Design anayss/assessments, and other reports required to demonstrate the completion of specific design sub-phases or tasks and/or to secure the 5. Review and Circulate all project reports, plans, and other project data to obtain the necessary review, approval, and/or other input and actions required of other NYSDOT units and external agencies. 6. Obtain aerial photography and photogrammetric mapping. 7. Perform all surveys for mapping and design.  Approval  Document  (DAD),  including  environmental  pprovalautnorzation to proceed.  K K K K  8. Detailed Design: Perform. all project design, including preparation of plan sheets, cross-sections, profiles, detail sheets, specialty items, shop drawings, and other items required in accordance with the Highway Design Manual, including all Highway Design, including. pavement evaluations, including taking and analyzing cores; design of Pavement mixes and applications. procedures; preparation of bridge site data package, if necessary, and all Structural Design, including hydraulic analyses, if necessary, foundation design, and all design of highway appurtenances and systems [e.g., Signals, Intelligent Transportation System. (ITS) facilities], and maintenance protection of traffic plans. Federal Railroad Administration (FRA) criteria will apply to  rail work.  9.: Perform landscape design (including erosion control).  X K  10. Design environmental, mitigation, where appropriate, in connection with: Noise réadings, projections, air quality monitoring, emissions projections, hazardous waste, asbestos, determination of need of  cultural resources survey.    PhaseSub-phasefTask  Responsibility: NYSDOT Sponsor  11. Prepare demolition contracts, utility relocation plans/contracts, and any other plans and/or contract documents required to advance, separate, any portions of the project which may be more appropriately progressed 12. Compile PS&E package, including all plans, proposals, specifications, estimates, notes, special contract requirements, and any other contract documents necessary to advance the project to construction. 13. Conduct any required soils and other geological investigations. 14. Obtain utility information, including identifying the locations and types of utilities within the project area, the ownership of these utilities, and prepare utility relocations plans and agreements, including completion of Form HC-140, titled Preliminary Utility Work. Agreement. 15. Determine the need and apply for any required permits, including U.S. Coast Guard, U.S. Army Corps of Engineers, Wetlands (including identification and delineation of wetlands), SPDES, NYSDOT Highway Work Permits, and any permits or other approvals required to comply with local laws, such as zoning ordinances, historic districts, tax  X  separately and independently.  K X   K  assessment and special districts. - Railroad force account Betterment Agreements Privately owned Utilities.  16.F Prepare and execute any required agreements, including:  XX  Maintenance agreements for sidewalks, lighting, signals, betterments Utility Work Agreements for any necessary Utility Relocations of 17.Provide overall supervsion/oversgnt of design to assure conformity with Federal and State design standards or. conditions, including final approval of PS&E (Contract Bid Documents) by NYSDOT.  K  AIPAREAPRPANALeNN haseSub-phaselask  Responsibillty: NYSDOT Sponsor  1.1 Prepare ARM or other mapping; showing preliminary taking lines. 2, ROWn mapping and any. necessary ROWrelocation plans. 3. Obtain abstracts of title and certify those having an interest in ROWto. 5. Perform Appraisal Review. and establish an amount representing just  be acquired. 4. Seçure Appraisals. compensation.    PhaseSub-phasefTask  Responsibility: NYSDOT Sponsor  6. Determination of exemption from public hearing that is otherwise required by the Eminent Domain Procedure Law, including de minimis determination, as may be applicable. If NYSDOT is responsible for acquiring the right-of-way, this determination may be performed by NYSDOT only if NYSDOT is responsible for the Preliminary Engineering Phase under Phase A1 of this Schedule B. 7. Conduct any public hearings and/or informational meetings as may be required by the Eminent Domain Procedures Law, including the provision of stenographic services, preparation and distribution of transcripts, and response to issues raised at such meetings.  B RightohWay/ROWAcquisiton hasesub-phase/rask  Responsibility: NYSDOT Sponsor  1. Perform all Right-of-Way (ROW) Acquisition work, including negotiations with property owners, acquisition of properties and accompanying legal work, payments to and/or deposits on behalf of property owners; Prepare, publish, and pay for any required legal notices; and all other actions necessary, to secure title to, possession of, and entry to required properties. If NYSDOT is to acquire property, including property described as an uneconomic remainder, on behalf of the MuncpaltySponsor, the Municipality/Sponsor agrees to accept and take title to any. and all permanent property rights so acquired which form a part of the completed Project. 2. Provide required relocation assistance, including payment of moving expenses, replacement supplements, mortgage interest differentials, 3. Conduct eminent domàin proceedings, court and any other legal 4. Monitor all ROW Acquisition work and.activities, including review. and 5. Provide official certification: that all right-of-way required for the construction has been acquired in compliance with applicable Federal, State or Local requirements and is available for use and/or making projections of when' such property(ies) will be availablé if. such properties are not in hand at the time of contract award. 6. Conduct any property management activities, including establishment and collecting rents, building maintenance and repairs, and any- other activities necessary to sustain properties and/or tenants until the sites are vacated, demolished, or otherwise used for the construction project. 7. Subsequent to completion of the Project, conduct ongoing property management activities in a manner consistent with applicable Federal, State and Local requirements including, as applicable, the development of any- ancillary uses, establishment and collection of rent, property  closing costs, mortgage prepayment fees. actions required to acquire properties. processing of payments of property owners.  maintenancé and. any other related activities.    C. Construction, Construction Support(C/S): )and Construction Inspection (C/I) Phase  haseSub-phaselask prospective bidders.  Responsibility: NYSDOT Sponsor  1. Advertise contract lettings and distribute contract documents to 2. Conduct all contract lettings, including receipt, opening, and analysis of bids, yaluation/certfication of bidders, notification of rejected bids/bidders, and awarding of the construction contract(s). 3. Receive and process bid deposits and verify any bidder's insurance and 4. Compile and submit Contract Award Documentation Package. 5. Review/approve any proposed subcontractors, vendors, or suppliers. 6. Conduct and control all construction activities in accordance with the plans and proposal for the project. Maintain accurate, up-to-date project records and files, including all diaries and logs, to provide a detailed chronology of project construction activities. Procure or provide all materials, supplies and labor for the performance of the work on the project, and insure that the proper materials, equipment, human 7a. For. non-NHS or non-State Highway System Projects: Test and accept materials, including review and approval for any requests for 7b. For NHS or State Highway System Projects: Inspection and approval of materials such as bituminous concrete, Portland cement conçrete, structural steel, concrete structural elements and/or their components to be used in a federal aid project will be performed by, and. according to the requirements of NYSDOT. The Municipalty/Sponsor shall make or. require. provision. for. such materials inspection in any. contract or subcontract that includes materials that are subject to inspection and approval in accordance with. the applicable NYSDOT. design and construction standards associâted with the federal aid project. 7c. For projects that fall under both 7a and 7b above, check boxes for 8. Design and/or re-design the project or any portion of the. project that may be required because of conditions encountered during 9.- Administer construction contract, including the. reviewi and. approval of all. contactor requests for payment, orders-on-contract, force, account work, extensions of time, exceptions to the plans and specifications, substitutions or equivalents, and. special specifications. 10.Review and approve all shop drawings, fabrication details, and other. 11.Administer all construction contract claims, disputes or litigation. :  bond coverage that may be required.  resources, methods and procedures are used.  substitutions.  each.  construction.:  details of structural work.    PhaselSub-phasefTask  Responsibility: NYSDOT Sponsor  12. Perform final inspection of the complete work to determine and verify final quantities, prices, and compliance with plans specifications, and such other construction engineering supervision and inspection work necessary to conform to Municipal, State and FHWA requirements, including the final acceptance of the project by NYSDOT. 13. Pursuant to Federal Regulation 49 CFR 18.42(e)(1) The awarding agency and the Comptroller General of the United States, or any of their authorized representatives, shall have the right of access to any pertinent books, documents, papers, or other records of grantees and subgrantees which are pertinent to the grant, in order to make audits,  examinations, excerpts, and transcripts.    APPENDIX A  STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS  PLEASE RETAIN THIS DOCUMENT FOR FUTURE REFERENCE.  June 2023    STANDARD CLAUSESF FORN HYS CONTRACTS  APPENDIKA  TABLE OF CONTENTS  Page 3 3 3 3 3 3-4 4 4 4 4 4 5 5 5 5 5 5 5-6 6 6 6 6 6-7 7 7 7 7  1. Executory Clause 2. Non-Assignment Clause 3. Comptroller's. Approval 4. Workers' Compensation Benefits 5. Non-Discrimination Requirements 6. Wage and Hours Provisions 7. Non-Collusive Bidding Certification 8. International Boycott Prohibition 9. Set-Off Rights 10. Records  11. Identifying Information and Privacy Notification 12. Equal Employment Opportunities For Minorities and Women  13. Conflicting! Terms 14. Governing! Law 15. Latel Payment 16. No Arbitration 17. Service of Process  18. Prohibition on Purchase of Tropical Hardwoods 19. MacBride Fair Employment) Prinçiples. 20. Omnibus Procurement Actof1992 21. Reciprocity and Sanctions Provisions 22.- Compliance with Breach Notification and Data- Security Laws 23. Compliance with Consultant Disclosurel Law  24. Procurement Lobbying  25. Certification of Registration to Collect Sales and Compensating Use' Tax by Certain  State Contractors, Affiliates and Subcontractors  26. Iran Divestment Act 27, Admissibility of Contract  Page 2  June 2023    STANDARD CLAUSESE FORN NYSO CONTRACTS  APPENDIKA  STANDARD CLAUSES FOR NYS CONTRACTS The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, "the contract" or "this contract") agree to be bound by the following clauses which are hereby made a part of the contract (the word "Contractor" herein refers to any party other than the State, whether a contractor, licenser, licensee, lessor, lessee or any 1.E EXECUTORY CLAUSE. In accordance with Section 41 oft the Statel Finance. Law, the State shalll have no liability under this contract to the Contractor or to anyone else beyond funds appropriated and available for this contract. 2. NON-ASSIGNMENT CLAUSE, In accordance with Section 138 oft 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 disposedof withouti the State's] previous written consent, and attempts to do so are null and void. Notwithstanding the: foregoing, such prior written consent of an assignment of a contract let pursuant to Article XI of the State Finance Law may be waived at the discretion oft the contracting agency and with the concurrence ofthe State Comptroller wheret the original contract was subject to the State Comptroller's approval, where the assignment is due to a reorganization, merger or consolidation of the Contractor's business entity or enterprise. The State retains its right to approve an assignment and to require that any Contractor demonstrate its responsibility to' do business with the State. The Contractor may, however, assign its right to receive payments without the State's prior written consent unless this contract concerns Certificates of Participation pursuant to Article 5-A ofthe State FinanceLaw. 3, COMPTROLLER'S APPROVAL. In accordance with Section 112.oft the State Finançe Law, ift this contract exceeds $50,000 (or $75,000 for State University ofNew York or City Univérsity of New York contracts for goods, services, construction and printing, and $150,000- for State University Health- Care Facilities) of if. this is an amendment for any. amount to a contract which, as so amended, exceeds said statutory amount, ori if, by this contract, the State agrees tos give something other than money when the value or reasonably" estimated value ofs such consideration excéeds $25,000, it shall not ber valid, effective orb binding upon the State until itl has been approved by the State Comptroller and filed in his office. Comptroller'sa approval of contracts let byt the Office of General Services, either fori itselfori its customer agencies by the Office- ofGeneral Services Business Services Center, is required when such contracts exceèd $85,000. Comptroller's approval of contracts established as centralized contracts through the Office of General Services is required when such contracts exceed $125,000, and when a purchase ordér or other procurement transaction issued under such centralized contract exceeds  4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State Finance Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life ofthis contract fort thel benefitofsuch employees as arei required to be covered by the provisions oft the Workers' Compensation 5. NONDICRIMINATION REQUIREMENTS. To the extent required by. Article 15 ofthel Executive. Law (alsol known as the Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor will not discriminate against any employee or applicant for employment, nor subject any individual to harassment, because of age, race, creed, color, national origin, citizenship or immigration status, sexual orientation, gender identity or expression, military status, sex, disability, predisposing genetic characteristics, familial status, marital status, or domestic violence victim status or because the individual has opposed any practices forbidden under the Human Rights Law or has filed a complaint, testified, or assisted in any proceeding under the Human Rights Law. Furthermore, in accordance with Section 220-e of the Labor Law,i ifthisisac contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution ofi materials, equipment or supplies, and to the extent that this contract shall be performed within the State of New York, Contractor agrees that neither it nor its subcontractors shall, by rèason ofrace, 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 employeel hired fort thep performance ofv work under this contract. Ifthisisa al building service contract as defined: in Section! 230of the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees that neither it nor its subcontractors shall by reason of racè, creed, color, national origin, age, sex or. disability: (a) discriminate in hiring against any New York State citizen whoi is qualified and availablet toj perform they work; or()discriminate against ori 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 ofSection 220-e or Section 239 as well as possible termination oft this contract and: forfeiture of all moneys due hereunder for 6. WAGE AND HOURS PROVISIONS. Ifthis is a) public work: contract covered by Article 8 of the Labor Law or a building service contract covéred by Article 9 thereof, rieither Contractor's employées nori the employees ofi its subcontractors may bei required or permitted to work more than the number of hours." or days. stated in said statutes; except as otherwise. provided in thel Labor Law and as set forthi inj 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 Statel Labor Department in  Law.  other party):  as seçond or subsequent violation.  $200,000.  Page 3  June 2023    STANDARD CLAUSESFORHYSE CONTRACTS  APPENDIXA  accordance with thel Labor Law. Additionally, effective. April 28, 2008, ift thisi is ap public work contract covered by Article 8 oft the Labor Law, the Contractor understands and agrees that thef filing of payrolls in a manner consistent with Subdivision: 3- aofSection: 220oftheLaborLaw: shalll bes acondition precedent to payment by the State of any State approved sums due and 7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-doft the Statel Finance. Law, ifthis contract was awarded based upon the submission of bids, Contractor affirms, under penalty of perjury, that its bid was arrived at independently and without collusion aimed at restricting competition. Contractor further affirms that, at the time Contractor submittedi its bid, an authorized: andresponsible person executed and delivered to the State a non-collusive bidding certification on Contractor's behalf. 8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Law and Section 139-h ofthe Statel FinanceLaw, ifthis contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participating, or shall participate in an international boycott in violation of the federal Export Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid, affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the. final determination of the United States Commerce Department or any other appropriate agency of the United- States subsequent to the contract's execution, such contract, amendpemtormodinigation thereto shall bei rendered: forfeitand void. The Contractor shall so notify the State' Comptroller within five (5) business days ofs such conviction, determination. or disposition ofa appeal (2NYCRR $ 105.4). 9.SET-OFFRIGITS The State shalll have all of its common law, equitable ands statutory rights ofset-off. These rights shall includé, buti not bel limited to, the State's option to withhold: for the purposes ofs set-offany moneys duet to the Contractor under this contract up. to any amounts due and owingt to1 the State with regard to this. contract,. any other contract with any State department or- agency; including any contract for a term, commencingprior tot thet term-ofthis 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. inçluding, in cases of set-off pursuant to an audit, the finalizâtion of such audit by the- State agency, its representatiyes, or the State Comptroller. 10. RECORDS. The Contractor shall establish and maintain compléte and: accurate books, records, documents, accounts and other. evidence directly pertinent to performance under this contract (hereinafter, collectively, the* "Records"). Thel Records  must bel kept for the balance oft the calendar year in whichi they were made andi fors six (6) additionalyears thereafter. The State Comptroller, the Attorney General and any other person or entity authorized to conduct an examination, as well as the agency or agencies involved in this contract, shall have access tot thel Records during normall business hours at an office ofthe Contractor within the State ofNew York or, ifno such officeis available, at a mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and copying. The State shall take reasonable steps to protect from public disclosure any of the Records which are exempt from disclosure under Section 87of thel Public Officers Law (the "Statute"): provided that: () 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 (ir) designation of said records as exempt under the Statutei is reasonable. Nothing contained herein shall diminish, ori in any way adversely affect, the! State'srightt to discovery in any pending ori future litigation. 11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. (a) Identification Number(s). Every invoice orl New York State Claim for Payment submitted to a New York State agency bya a payee, for payment for the sale of goods or services or for transactions (e.g., leases, easements, licenses, etc.) related toi real or personal property musti include thep payee'si identification: number. The number is any or all of the following: (i) the payee's Federal employer- identification number, (ii)t the payee'sFederal: social security number, and/or (in) the payee's Vendor Identification Number assigned by the Statewide Financial System. Failure to include such number or numbers may delay payment. Where the payee does not have suchJ number or numbers, the payee, oni its invoice or Çlaim for Payment, must give the reason or reasons why the payee does. (b)Privacy Notification. (1) The authority to request the abové personal information from a seller of goods or services or a lessor ofreal or personal) property, and the authority to maintain such information, is found in Section 5 of the State Tax Law. Disclosure oft this information by the seller orl lessor tot the State ism mandatory. Thej principal purpose for which the information is collectèd. 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 administeredl by the Commissioner of Taxation and Finance. The information will be used for tax administration purposes and for any other purpose authorized by law. (2) The personal information is requested by the purchasing unit of the agençy contrâcting- to purchase the goods or services or lease- the real or personal property covered" by this contract or. lease. The information is maintained. in the Statewide Financial System by the Vendor Management Unit within the Bureau of State Expenditures, Office ofthe Statè Comptroller, 110: Staté Street, Albany, New  owing for work done upon thej project.  not! have such number ori numbers.  York 12236.  Page 4  June 2023    STANDARD CLAUSESFORNYSE CONTRACTS  APPENDIXA  12. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance with Section 312 of the Executive Law and 5 NYCRR Part 143, if this contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of $25,000.00, whereby a contracting agency is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to bej performed for, or rendered or furnished to the contracting agency; or (i) a written agreement in excess of $100,000.00 whereby a contracting agency is committed to expend or does expend funds: for the acquisition, construction, demolition, replacement, major repair or renovation of real property andi improvements thereon; or (ii)ay written agreement in excess of$100,000.00 whereby the owner ofa State assisted housing project is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon fors such project, then the following shall apply and by signing this agreement the Contractor certifies and affirms that itis Contractor's equal employment opportunity policy that: (a) The Contractor will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or marital status, shall make and document: its conscientious: anda active effortst to employ and utilize minority group members and women in its work force on State contracts and will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates (b) att thei request ofthec contracting agency, the Contractor shall request each employment agency, labor union, or authorized representative. of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative. will not discriminate on thel basis ofrace, créed, color, national origin, sex, age, disability or marital status and thats such union orrepresentative) will affirmatively cooperatei in the implementation of the Contractor's obligations herein; and (c) the" Contractor shall state, in all solicitations or advertiséments for employees, that, in the performance of the State contraçt, all qualified applicants will be afforded equal employment opportunities without discrimination, beçause of race, creed, color, national origin,sex,age, disability or marital Contractor will include the provisions of "(a), (b) and (c)" above, in every subcontract over" $25,000.00 for the çonstruction, demolition, replacement; major repair, renovation,: planning or design of real property and improvements thereon (the "Work") except where the Worki is for the beneficial use of the Contractor. Section 312 does not  apply to: () work, goods or services unrelated to this contract; or (i) employment outside New York State. The State shall consider compliance by a contractor or subcontractor with the requirements of any federal law concerning equal employment opportunity which effectuates the purpose ofthis clause. The contracting agency shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such duplication or. conflict exists, the contracting agency shall waive the applicability of Section 312 to the extent of such duplication or conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the Department of Economic Development's Division of Minority and Women's Business 13. CONFLICTING TERMS. In the event of a conflict between the terms of the contract (including any and all attachments thereto and amendments thereof) and the terms of this Appendix A, the terms oft this Appendix A shall control. 14. GOVERNINGIAW. This contract shall be governed by the laws of the State of New York except where the Federal 15. LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed! by Article1 11-A ofthe State Finance. Law tot the extent 16. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except wheré statutorily' authorized), buti must, instead, be heardi in a court of competent 17. SERVICE OF PROCESS. In addition to the methods of- service allowed by the State Civil Practice Law & Rules ("CPLR"), Contractor. hereby consents to service of process" uponi itl by régistered or çertified mail,retumreceiptr requésted. Service hereunder shall be complete upon" Contractor's actual réceipt of process or upon the State's receipt of the return thèreof 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 servicé ofprocess can! be made. Service by the State to the lastl known address shall be sufficient. Contractor will have thirty (30) calendar days after service hereunder is complete in which to. 18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies and warrants thata all wood products to be used under this contract award will bei in accordance with, buf not limited to; the specifications and provisions of Section, 165 of the State Finance- Law, (Use of Tropical Hardwoods) which prohibits purchase and use of. tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political subdivision or public benefit corporation. Qualification for an exemption under this  Development pertaining hereto.  supremacy clause requires otherwise.  required byl law.  ofp pay or other forms of compensation;  jurisdiction ofthe State ofNew York.  réspond,  status.  Page:: 5  June 2023    STANDARD CLAUSISIORWSCMTACTE meet with the approval oft the State.  APPENDIKA  law will be the responsibility of the contractor to establish to In addition, when any portion oft this contract involving the use ofwoods, whether supply ori installation, ist tol 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 oft the State; otherwise, the bid may: notl be considered responsive. Under bidder certifications, proof of qualification for exemption will be the responsibility of the Contractor to 19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES (APPLICABLE ONLY INNON-FEDERAL AID NEW YORK STATE CONTRACTS)- In accordance with the MacBride Fair Employment Principles (Chapter 807 ofthel Laws of1992), the Contractor hereby stipulates that the Contractor either (a) has no business operations in Northern Ireland, or (b) shall take lawfuls steps in good faith to conduct any business operations in Northern Ireland in accordance with the MacBride Fair Employment: Principles (as described in Section 1650 ofthel New York State Finance Law), and shall permit independent monitoring of compliance with such principles. 20. OMNIBUS PROCUREMENT ACT OF 1992 (APPLICABLE ONLY IN NON-FEDERAL AID NEW YORK STATE CONTRACTS). It is the policy of New York State to opportunities for thej participation ofNew York State business enterprises, including. minority- and women-owned business enterprises as bidders, subcontractors; ands suppliers on Information on the availability of New York State. subcontractors and: suppliers is available from: NYS Department of Economic Development Division for Small Business and Technology Development 625Broadway Albany, New York 12245 Telephone: 518-292-5100. enterprises is available from:  Authorities Law $ 2879(3)(n)-(p): requires that by signing this bidj proposal or contract, as applicable, Contractors certify that whenever the total bid amount is greater than $1 million: (a) The Contractor has made reasonable efforts to encourage the participation of New York State Business Enterprises as suppliers and subcontractors, including certified minority- and women-owned business enterprises, on this project, and has retained the documentation ofthese efforts to be provided upon (b) The Contractor has complied with the Federal Equal Opportunity Act of1972 (P.L. 92-261), as amended; (c)The Contractor agrees to make reasonable efforts toj provide notification to New York State residents of employment opportunities on this project through listing any such positions with the Job Service Division of the New York State Department of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. The Contractor agrees to document these efforts and to provide said documentation to the State (d) The Contractor: acknowledges: notice that the State may seek to obtain offset credits from foreign countries as ar result ofthis contract and agrees to cooperate with the State in these efforts. 21. RECIPROCITY AND SANCTIONS PROVISIONS Bidders are hereby notified that if their principal business is located in a country, nation, province, state or- political subdivision that penalizes" New York State vendors," -and if the goods or services they offer will be substantially produced or performed outside New York State, the Omnibus Procurement. Act 1994 and 2000 amendments (Chapter 684 and Chapter. 383, respectively, codified in State Finance Law $165(6). and Public Authorities Law $2879(5)) require thàt they be denied contracts which they would otherwise obtain. NOTE: As ofMay 2023, the wetdwrintamolwialasai subject to this provision includes the statès of South Carolina, Alaska, West Virginia, Wyoming, Louisiana and Hawaii. 22. COMPLIANCE WITH BREACH NOTIFICATION AND DATA SECURITY LAWS. Contractor shall comply with thej provisions ofthe) New York Statél Information Security Breach and Notification Act (General Business Law SS 899-aa and 899-bb and State Technology Law $ 208). 23. COMPLIANCE WITH CONSULTANT DISCLOSURE LAW. If-this is a çontract for. consulting services, defined. for purposes of this requirement to include analysis, evaluâtion, 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): ofthe State Finance Law (as amended by Chapter 10 of. the) Laws of2006), the Contractor shall timely, properly comply with the requirement to submit an annual  request to the State;  meet with the approval oft the State.  upon request; and  of place  maximize  its procurement contracts.  A directory of certified minority- and women-owned business NYS Department ofEconomic Developmént Division ofMinority and Women's] Business Devélopment 633 Third Avenue 33rd] Floor New York, NY 10017 646-846-7364. email: RABIENANCHANVY ectory.asp Laws of1 1992, Page 6  tps/hy.newnycontracotaeisomProntindsearcheertifiedir The Omnibus Procurement Act of 1992 (Chapter 844 of the  and accurately June 2023  codified  in Statel Finance, Law: $ 139-iand Public    STANDARD CLAUSESFORMYSE CONTRACTS  APPENDIKA  employment: report fort the contract to the agency that awarded the contract, the Department of Civil Service and the State 24. PROCUREMENT LOBBYING. To the extent this agreement is a "procurement contract" as defined by State Finance: Law $S 139-j and 139-k, by signing this agreement the contractor certifies and affirms that all disclosures made in accordance with State Finance Law SS 139-j and 139-k are complete, true and accurate. In the event such certification is found to be intentionally false ori intentionally incomplete, the State may terminate the agreement by providing written notification to the Contractor in accordance with the terms of 25. CERTIFICATION OF REGISTRATION TO COLIECTSAIISANDCOMPENSATING USE1 TAXE BY CERTAIN STATE CONTRACTORS. AFFILIATESA AND Tot the extent this agreement isa ac contract as defined by TaxLaw $5-a,i if the contractor fails to make the certification required by Tax Law $ 5-a or if during the term of the contract, the Department ofTaxation and Finance or the covered agency, as defined by TaxI Law $ 5-a, discovers thatt the certification, made under penalty of perjury, is false, then such failure to file or false certification shalll be: al material breach ofthis contract and this contract may be terminated, by providing written notification to the Contractor in accordance with the terms of the agreement, if the covered agency determines that such action isi in the best interést oft the State. 26. IRANI DIVESTMENT ACT. By entering: into this Agreement, Contractor certifies in accordance with State Financel Law S1 165-a1 thati it is not on the' "Entities Determined tol be Non-Responsive: Bidders/Offerers pursuant tot thel New York State Iran) Divestment Act of2012" ("Prohibited, Entities List"): posted at: Atpsy/opsmysov/ran.divetmemtact2012 Contractor further cèrtifies that it will not utilize on this Contract any: subcontractor that is identifiéd on the Prohibited Entities List. Contractor agrees that should it seek toi 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 Contraçt will be required to certify that it is not on the Prohibited! Entities List before the contract assignment willl be approved by the! State. During thet tèrm oft the Contract, should thes state agency recéive information that a person (as defined in State Finance Law $165-a) is in violation of the above-referenced certifications, the staté agency will review such information and offer the person an opportunity to respond. If the person fails to demonstrate-that: itl has ceased its engagement int thei inyestment activity which is in violation oft the Act within 90 days after the determination ofs such violation, thent the state agency shallt take stich action asi may be appropriate and provided: fort by law,rule, or contract, inçluding, but not limited to, imposing sanctions;  seeking compliance, recovering damages, or declaring the Thes state agency reserves thei rightt 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 thati is awarded a contract and appears on the Prohibited Entities list after 27. ADMISSIBILITY OF REPRODUCTION OF CONTRACT. Notwithstanding thel best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees thati it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, in the form approved by the State Comptroller, if such approval was required, regardless of whether the original of said contract is in  Contractor: in default.  Comptroller.  contract award.  the agreement.  SUBCONTRACTORS  existence.  Page 7  June 2023    APPENDIX A-1 SUPPLEMENTAL TITLE VI PROVISIONS (CIVIL RIGHTS ACT)  (To be included in all contracts)  During the performance of this contract, the contractor, for itself, its assignees and successors in interest (1) Compliance with Regulations: The contractor shall comply with the Regulation relative to nondiscrimination in Federally assisted programs of the Department of Transportation of the United States, Title 49, Code of Federal Regulations, Part 21, and the Federal Highway Administration (hereinafter "FHWA") Title 23, Code of Federal Regulations, Part 200 as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference (2) Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, religion, age, color, sex, national origin, and/or isablity/nandicap in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR, section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. (3) Solicitations for Subcontractors, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or (4) Information and Reports: The contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other. sources of information, and its facilities as may be determined by NYSDOT or the FHWA to be pertinent to ascertain compliance. with such Regulations, orders and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses toi furnish this information the contractor shall sO certify to NYSDOT's Office of Civil Rights or FHWA, as appropriate, and shall set forth what efforts it has made to obtain the information. (5) Sanctions for Noncompliance: In the event of thé contractor's noncompliance with the nondiscrimi- nation provisions of this contract, NYSDOT shall impose such contract sanctions as it or the FHWA a) Withholding of payments to the contractor under the contract until the contractor complies; and/or (6) Incorporation. of Provisions: The contractor shall include the provisions of paragraphs (1) through (6). ine every subcontract, including procurements of materials and leases of equipment, unless exempt The contractor shall take such action with respect. to anys subcontractor procurement as NYSDOT or the FHWA may direct as a means of enforcing. such provisions including sanctions for non-compliance: Provided, however, that in the event a contractor becomes inyolyed in, or is threatened with, litigation with a subcontractor or. supplier as a result of such direction, the contractor may request NYSDOT to enter into such litigation to protect the interests of NYSDOT, and, in addition, the contractor may request the United States to enter into such litigation to protect the interests of the United States.  (hereinafter referred to as the "contractor") agrees as follows:  and made a part oft this contract.  national origin, sex, age, and sablity/nandicap.  may determine to- be appropriate, including, but not limited to:  b).c Cancellation, termination or suspension of the contract, in whole or in part.  by the Regulations, or directives issued pursuant thereto.  Rev 2018.    APPENDIX B (June 2016)  REQUIREMENTS FORFEDERALLYADED TRANSPORTATION PROJECTS  There is a substantial body of requirements attached to the use of Federal highway or transportation aid. These requirements create or overlay processes, procedures, documentation requirements, authorizations, approvals and certifications that may be substantially greater or different from those that are not funded with Federal-aid and proçeed under applicable State and local laws, customs and practices. Under Title 23 of the United States Code, the New York State Department of Transportation (NYSDOT) is responsible for the administration of transportation projects in New York State to which NYSDOT provides Federal highway or transporation-related aid. Through this Agreement, which provides or is associated with such funding, NYSDOT delegates various elements of project and funding administration as described elsewhere in this Agreement. In undertaking a Federally aided project, the Municpalty/Sponsor, Authority or Project Manager designated under this Agreement with Federal-aid funding or project administration agrees to proceed in compliance with all the NYSDOT, in cooperation with FHWA, has assembled the body of Federal-aid requirements, procedures and practices in its Procedures for Locally Administered Federal-Aid Projects Manual (available through NYSDOT's web site at: tpMwwdeinyowpabo. In addition, the Municpally/Sponsor, Authority or Project Manager designated under this Agreement for Federal-aid funding or project administration that enters into Federally aided project construction contracts is required to physically incorporate into all its Federally aided construction contracts and subcontracts there under the provisions that are contained in Form FHWA-1273 (available from NYSDOT or electronically at: ntp/www.fwadotgolpparamaamineontracs/1273.htm. In addition to the referenced requirements, the attention of Municpalty/Sponsor hereunder is  applicable Federal-aid requirements.  directed toi the following requirements and information: NON DISCRIMINATION/EEO/DBE REQUIREMENTS  The. Municlpality/Sponsor: and its contractors agree to comply, with Exècutive Order 11246, entitled. "Equal Employment Opportunity" and United States Department of Transportation 1. NON DISCRIMINATION, No person shall, on the ground of race, color, creed, national origin, sex, age or handicap, be excluded from participation in, or denied the benefits of, or be-subject-to, discrimination under the Project funded through this Agreement. 2. EQUAL EMPLOYMENT OPPORTUNITY. In connection with the execution of this Agreement, the, Muncpalty/5ponsors contractors or subcontractors shall not discriminate against any employee or applicant for employment because of race, religion; age, çolor, sex or national origin. Such contractors shall take affirmative. actions to. ensure that applicants are employed, and that employees are treated during their employment, without règard to their race, religion, color, sex, national origin or age. Such actions shall include, but. not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or: recruitment advertising; layoff or termination; ratès of pay. or other forms of compensation;  (USDOT) regulations (49 CFR Parts 21,23, 25, 26 and 27) and the following:  and. selection for training, including apprenticeship.    3. DISADVANTAGED BUSINESS ENTERPRISES. In connection with the performance of this Agreement, the Municipaltly/Sponsor shall cause its contractors to cooperate with the State in meeting its commitments and goals with regard to the utilization of Disadvantaged Business Enterprises (DBEs) and will use its best efforts to ensure that DBEs will have opportunity to compete for subcontract work under this Agreement. Also, in this connection the Municipality or Muncpalty/Sponsor shall cause its contractors to undertake such As a sub-recipient under 49 CFR Part 26.13, the Muncpalry/Sponsor hereby makes the The Municpality/Sponsor shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any United States Department of Transportation (USDOT)-assisted contract or in the administration ofi its Disadvantaged Business Enterprise (DBE) program or the requirements of 49 CFR Part 26. The Municpality/Sponsor shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of the United States Department of ransporationassied contracts. The New York State Department of Transportation's DBE program, as required by 49 CFR Part 26 and as approved by the United States Department of Transportation, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the recipient of its failure to carry out its approved program, the USDOT may impose sanctions as provided for under part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 andlor the Program Fraud Civil Remedies  actions as may be necessary to comply with 49 CFR Part26.  following assurance.  Act of 1986 (31 U.S.C. 3801 et seg.). FEDERAL SINGLE AUDIT REQUIREMENTS  Non-Federal. entities that expend $750,000 or more in a year in Federal awards from all sources are required to comply with. the Federal Single Audit Act provisions contained in U,S. Office of Management and Budget (OMB) Circular No. A-133, Audits of Statès, Local Governments, and Non-Profit Organizations. Non-Federal entities that expend Federal awards from a single source may. provide a program specific audit, as defined. in the. Circular. Non-Federal entities that expend less than. the amount above in a year in Federal awards from. all sources. are exempt from Federal audit requirements for that year, except as noted in Sec. 215 (a) of OMB Circular A-133 Subpart B--Audits, records must be available for review or audit by appropriate officials of the cognizant Federal agency" the New York State Department of Transportation, the. New York State Comptrollers Office and the U.S. Governmental Accountability Office (GAO). Non-Federal entities are required to submit a copy of all audits, as desçribed above, within 30 days of issuance of audit report, but no later than 9 months after the end of the: entity's fiscal year, to the New York State Department of Transportation, Contract Audit Bureau, 50 Wolf Road; Albany, NY 12232. Unless a time extension has been granted by the cognizant Federal Agençy and has been filed with the New York State Department of Transportation's: Contract Audit. Bureau, failure to comply with the requirements of OMB Gircular A-133 may result -in  suspension or termination of Federal award payments.  'The designâted cognizânt agency for audit shall bet thet federal awàrding agency that provides the predominant  amount of direct funding toar recipient unless OMB changes it.    THE CATALOG OF FEDERAL DOMESTIC ASSISTANCE  The Catalog of Federal Domestic Assistance (CFDA?), is an on-line database of all Federally- aided programs available to State and local governments (including the District of Columbia); Federally recognized Indian tribal governments; Territories (and possessions) of the United States; domestic public, quasi-public, and private profit and nonprofit organizations and  institutions; specialized groups; and individuals. THE CFDA IDENTIFICATION NUMBER  OMB Circular A-133 requires all Federal-aid recipients to identify and account for awards and expenditures by CFDA Number. The Municpalty/Sponsor is required to identify in its accounts all Federal awards received and expended, and the Federal programs under which they were received. Federal program and award identification shall include, as applicable, the CFDA title and number, award number and year, name of the Federal agency, and name of the The most commonly used CFDA number for the Federal Aid Highway Planning and Additional CFDA numbers for other transportation and non-transportation related  pass-through entity.  Construction program is 20.205.  programs are:  20.215 Highway Training and Education 20.219 Recreational Trails Program  20.XXX Highway Planning and Construction Highways for LIFE; 20.XXX Surface Transportation Research and Development; 20.500 Federal Transit-Capital Investment Grants 20.505 Federal Transi-Metropoltan Planning Grants 20.507 Federal Transit-Formula Grants 20.509 Formula Grants for Other' Than Urbanized Areas- 20.600 State and Community Highway Safety. 23.003 Appalachian Development Highway System 23.008 Appalachian Local Access Roads PROMPT PAYMENT MECHANISMS Law 106-b(2) as applicable:  Ina accordance with 49 CFR 26.29, and' NY Stâte Finance Law 139-f or NY General Municipal (a) You must establish, as part of your DBE program, a contract clause to require prime contractors to pay subcontractors for satisfactory performance of their contracts no later than 7 (b) You must ensure. prompt and full payment, of retainage from the prime contractor to the subcontractor within: 7 calendar- days after the: subçontractor's work: is satisfactorily completed. (1). You- may decline to hold' retainage from prime contractors and prohibit prime (2) You may. decline to hold retainage from. primé. contractors and require a contract clause obligating prime contractors to make prompt and full payment. of àny retainage kept by  calendar days from receipt. of each payment you make toi thè prime contractor. You must use one of thé following methods to complywith this réquirement:  contractors from holding retainage from subcontractors.  htpwww.cldagov    prime contractor to the subcontractor within 7 calendar days after the subcontractor's work is (3) You may hold retainage from prime contractors and provide for prompt and regular incremental acceptances of portions of the prime contract, pay. retainage to prime contractors based on these acceptances, and require a contract clause obligating the prime contractor to pay all retainage owed to the subcontractor for satisfactory completion of the accepted work (c) For purposes of this section, a subcontractor's work is satisfactorily completed when all the tasks called fori in the subcontract have been accomplished and documented as required by the recipient. When a recipient has made an incremental acceptance of a portion of a prime contract, the work of a subcontractor covered by that acceptance is deemed to be satisfactorily (d) Your DBE program must provide appropriate means to enforce the requirements of this section. These means may include appropriate penalties for failure to comply, the terms and conditions of which you set. Your program may also provide that any delay or postponement of payment among the parties may take place only for good cause, with your prior written (e) You may also establish, as part of your DBE program, any of the following additional (1)Acontract clause that requires prime contractors toi include in their subcontracts language providing that prime contractors and subcontractors will use appropriate alternative dispute resolution mechanisms to resolve payment disputes. You may specify the nature of such (2) A contract clause providing that the prime contractor will not be reimbursed for work performed by subcontractors unless and until the prime contractor ensures that the (3) Other mechanisms, consistent with this part and applicable state and local law, to ensure  satisfactorily completed.  within 7 calendar days after your payment to the prime contractor.  completed.  approval.  mechanisms to ensure prompt payment:  mechanisms.  subcontractors are promptly paid for the work they have performed. that DBES and other contractors are fully and promptly paid. In accordance with 46 CFR 381; the contractor agrees:  CARGO PREFERENCE ACT REQUIREMENTS - U.S. FLAG VESSELS  (a) To utilize privately owned United States-flag commercial vessels to:ship at least 50 percent. of the gross tonnage (computed séparately for dry bulk carriers, dry cargo. liners, and tankers) involved, whenever. shipping any equipment, material, or commodities pursuant to.this contract, to the extent such vessels are available. at fair and reasonable (b) To furnish within 20 days following the date of loading for shipments originating within the: United States or within. 30 working days following the date of loading for shipments. originating outside. the United States, a legible copy of a rated, 'on-board" commercial oçean, bill-of-lading in English for each shipment of cargo described in paragraph (b)- (1) of this section to both the Contracting Officer (through the prime contractor in the case of subcontractor bills-of-lading) and to the Division of National Cargo, Office of Market (c) To insert the substance of the provisions of this clause in all- subcontracts issued  rates for United States-flag commercial vessels.  Development, Maritime Administration, Washington, DC2 20590,  pursuant to this contract.    SAMPLE RESOLUTIONS    SAMPLE BRIDGE NY RESOLUTION BY MUNICIPALITY (2022 NY Bridge Project funded with BFP Off-System)  Locally Administered RESOLUTION NUMBER:  Authorizing the implementation and funding of the costs of a transportation project, which may be eligible for federal-aid WHEREAS, a project fort the McNair Road over Tuscarora Creek (BIN 2226070) Superstructure Replacement (BNY23), Town of Windsor, County of Broome, P.I.N. 9755.82 (the "Project") is eligible for funding under Title 23 U.S. Code, as amended,  and/ors state-aid, or reimbursement from Bridge NY funds.  23CFR as amended and PUB. L. 117-58 also known as the "Bipartisan Infrastructure Law" (BIL); and  WHEREAS, the Town of Windsor will design, let, and construct the Project;and Preliminary Engineering/Design work for the Project or portions thereof. NOW, THEREFORE, the Windsor Town Board, duly convened does hereby  WHEREAS, the Town of Windsor desires to advance the Project by making a commitment of 100% of the costs of the  RESOLVE, that the Windsor Town Board hereby approves the Project; and iti is herebyfurther  RESOLVED, that the Windsor Town Board hereby authorizes the Town of Windsor to pay 100% of the cost of the Preliminary Engineering/Design work for the Project or portions thereof, with the understanding that qualified costs may be eligible for  federal-aid, state-aid, orreimbursement from Bridge NY funds; andi it is further RESOLVED, that the sum of $350,000 is hereby appropriated from  [or, appropriated pursuant to.  and made available to coverthe cost of participation inj the above phase(s) oft the Project; and iti is further  RESOLVED, that the Windsor Town Board hereby agrees that the Town of Windsor shall be responsible for all costs of the Project which exceed the amount of federal-aid, stated-aid, or NY Bridge Funding awarded. to the Town of Windsor; and it is RESOLVED, that in the event the Project costs not covered by federal-aid, state-aid, or NY Bridge funding exceed the amount appropriated above, the WindsorTown Board shall convene as soon as possible to appropriate. said excess amount RESOLVED, that the Town of Windsor hereby agrees that construction oft the Project. shall begin no later than twenty-four (24) months after award andi the construction phase of the Project shall be completed within thirty (30). months; andi iti isfurther Town of Windsor all neçessary- agreements, certifications, or reimbursement requests for federal-aid and/or state-aid with the New York State Department of Transportation in connection, with the advancement or approval of the Project and providing fori the administration of the Project and the municipality's funding of the Project. costs and permanent funding of the local share of federal-aid and state-aid eligible. Project costs and all Project costs within appropriations therefore that- RESOLVED, that a certified copy of this resolution be. filed with the New York State- Commissioner of Transportation by  further  immediately upon the notification by the  ofthe Town of Windsor; andi iti is further  RESOLVED, that the  of the Windsor Town Board be and is hereby authorized to execute on behalf of the  are. not sO eligible; and it. is further   attaching itt toany. necessary Agreement in connection with the Project; andi iti is further  RESOLVED, this Resolution shall take effect immediately.