PSC VIC_Boiler Bid Packet.pdf

Bid Solicitation

Paul Smith’s College Visitor Interpretive Center Release: September 10, 2026 Bid Opening: October 8, 2026

BUSINESS NEED & PROJECT SCOPE

Paul Smith’s College of Arts and Sciences, an equal opportunity employer, is accepting bids from qualified vendors to make capital improvements to the Paul Smith’s College Visitor Interpretive Center (the “Project”). The Project consists primarily of the removal of the existing boiler system and the installation of a new, high-efficiency boiler and associated mechanical, electrical, and control work necessary to provide reliable heating service to the Visitor Interpretive Center.

This Project is funded in part by a grant from the Zoos, Botanical Gardens & Aquaria (ZBGA) Capital Grant Program, funded through an appropriation from the New York State Budget and administered by the New York State Office of Parks, Recreation and Historic Preservation (OPRHP.

All bidders are subject to the terms of the State of New York Contract for Grants -- Standard Terms and Conditions, which can be found online at https://grantsmanagement.ny.gov/state-agency-resources

Bidders are subject to the provisions under the Bidder Minimum Requirements, Specifications, and Qualifications section of this bid packet and Appendix A: Bidder Required Documents, which includes applicable terms and conditions for New York State contracts for grants, terms and conditions related to this specific Project and required certifications.

Upon selection, for all contracts that equal or exceed $100,000, the contractor will be required to submit to the State a Vendor Responsibility Questionnaire: Construction – For- Profit. The questionnaire can be found online at http://www.osc.state.ny.us/vendrep/forms_vendor.htm.

In addition to reviewing standard requirements for New York State contracts outlined in Appendix A, interested bidders should carefully review Appendix B: Facility Map and Project Location for description of the facility where services or work are to be performed.

https://grantsmanagement.ny.gov/state-agency-resources http://www.osc.state.ny.us/vendrep/forms_vendor.htm

BUDGET

Total cost of project followed by labor (hourly rate and approximate hours) and materials cost for each primary task of the project.

SCOPE OF WORK – BOILER REPLACEMENT AT VISITOR INTERPRETIVE CENTER

The Contractor shall furnish all labor, materials, equipment, tools, and services necessary to complete the removal and replacement of the existing boiler system serving the Paul Smith’s College Visitor Interpretive Center (VIC), in accordance with the Contract Documents and all applicable codes and standards. Work shall include, at a minimum:

• Safe shutdown, isolation, and demolition/removal of the existing boiler(s), associated pumps, piping, valves, venting/flue components, controls, and accessories identified in the Contract Documents, including proper transport and disposal of all removed equipment and materials in accordance with applicable environmental and safety regulations.

• Provision and installation of two new high-efficiency propane boilers (301,000 BTU each) and reconfiguration of mechanical room piping, installation of new primary and secondary piping, new regulators, valves and all required code-compliant safety components.

• All required modifications and connections to existing heating water distribution piping, electrical power and control wiring, and building management/temperature control systems necessary to provide a complete, fully functional, and integrated heating system.

• Provision and installation of all required supports, hangers, housekeeping pads, penetration firestopping, insulation, and patching/repair of affected architectural finishes within the boiler room and adjacent areas disturbed by the work.

• Startup, testing, balancing (as applicable), and commissioning of the new boiler system, including verification of proper operation in all modes, adjustment of controls and safeties, and correction of deficiencies identified during testing and commissioning.

• Training of designated College facilities staff on operation and routine maintenance of the new boiler system, and delivery of complete operation and maintenance (O&M) manuals, warranties, and as-built documentation.

The Contractor is responsible for field-verifying all existing conditions affecting boiler removal and installation, coordinating work with College operations to minimize disruption to VIC activities, and always maintaining a clean and safe work area.

BIDDER MINIMUM REQUIREMENTS, SPECIFICATIONS, AND QUALIFICATIONS

• A successful bidder should already have or will be required to create a profile with the Office of the New York State Comptroller VendRep System. For more information and to set up a profile visit: https://www.osc.ny.gov/state-vendors/vendrep/enroll-vendrep-system.

• Contract relationship. The bidder, if selected for award, will enter into a written contract directly with Paul Smith’s College (the “Contractor” for purposes of the State grant). The bidder’s contract will be for the performance of work that the College is obligated to complete under the Contract for Project ID Number HC24-1358-E00 between the College and the State of New York. The bidder acknowledges and agrees that:

1. All work performed under the bidder’s contract must comply with the terms and conditions of the Contract for Project ID Number HC24-1358-E00, including all New York State standard clauses and program-specific requirements incorporated in Appendix A of this Solicitation.

2. Nothing in the bidder’s contract with the College shall impair or limit the rights of the State of New York under the Contract between the State and the College.

3. Nothing in the bidder’s contract, nor in the Contract between the State and the College, shall be deemed to create any contractual relationship, privity of contract, or direct cause of action between the bidder and the State of New York.

• The Project must be substantially completed by December 15, 2026. Bidders shall submit a proposed schedule that demonstrates their ability to meet this date.

• Information pertaining to bid specifications, locations, and Project scope should be treated as confidential and used solely for the purposes of preparing a bid and performing the work.

• Bid pricing format. The bid shall provide an itemized breakdown of the lump-sum price for the Project, separating labor and materials. At a minimum, bidder shall:

1. State hourly labor rate(s) and approximate anticipated hours to perform the work.

2. List the type, quantity, and cost of major equipment and materials to be installed.

• The bidder shall take no advantage of the omission of any parts or details required to make the boiler and mechanical system improvements complete, even though such details may not be specifically mentioned in these specifications. All work for this Project shall conform to generally accepted industry standards and best practices for boiler and mechanical systems.

• Bidder must be authorized to do business in the State of New York, registered with the Department of Labor pursuant to Section 220-i of the Labor Law, and have appropriate insurance certifications (e.g., certificate of liability insurance) and be in good standing. The College shall be named as an additional insured on the successful bidder’s liability insurance policies on a primary and noncontributory basis, together with a waiver of subrogation in favor of the College. See Appendix A:

Contractor Insurance Requirements.

• The bidder shall, to the fullest extent permitted by law, defend, indemnify, and hold harmless the College and its trustees, officers, employees, and agents from and against any and all liabilities, obligations, claims, damages, demands, causes of action, losses, and expenses (including, without limitation, reasonable attorneys’ fees and costs of suit) whether direct, indirect, or consequential, directly or indirectly relating to, arising from, or in connection with any actual or alleged negligent act or omission or willful misconduct of the bidder or any of its agents, employees, or subcontractors in the performance of the work.

• Bidder must be able to demonstrate compliance with a sexual harassment prevention policy and annual training requirement in accordance with New York State law.

• Bidder experience and qualifications. By submitting a bid, bidder certifies that it has the experience, qualifications, and resources necessary to perform the scope of this Project. At a minimum, bidder shall:

o Have demonstrated experience performing boiler replacement or major boiler/mechanical system upgrades in commercial, institutional, or similar facilities of comparable size and complexity.

o Hold all licenses, permits, and registrations required under applicable federal, state, and local law to perform boiler, mechanical, plumbing, and related electrical work for this Project in the State of New York.

o Be able to staff the Project with personnel who are properly licensed, trained, and qualified for the work they will perform.

o Include with its bid at least two (2) written references for similar boiler or HVAC projects completed within the last [three/five] years, including project description, contract amount, and owner contact (name, title, email, and phone number) who may be contacted by the College.

The College reserves the right to contact any references provided, as well as other known clients of the bidder, and to disqualify a bidder based on unsatisfactory reports or records of past performance.

• Bidder shall provide a proposed work schedule with its bid. If awarded the Contract, the successful bidder will provide monthly progress updates no later than the first Thursday of each month regarding the status of work toward completion of the Project.

• The Project is subject to the prevailing wage rate provisions of the New York State Labor Law, and the successful bidder is responsible for complying with all current labor rates and regulations throughout the duration of the Contract and will conduct its business in strict compliance with applicable federal, state, and local laws and regulations.

• The College shall have the right to terminate the Contract for its convenience and without cause, upon written notice to the contractor. In the case of such termination for the College’s convenience, the contractor shall be entitled to receive payment for work properly executed as of the date of termination, together with the reasonable value of materials properly ordered and not cancelable, subject to audit and any applicable offset.

BIDDING PROCESS

Information Session (Pre-Submission)

The College will hold an informational session at 8023 State Route 30, Paul Smiths, NY 12970 for interested bidders on September 29, 2026, at 11:00 AM EST. A tour of the facility listed in Appendix B will be conducted by the College. Bidders are strongly encouraged to attend.

Questions not answered in this bid packet arising from this informational session will be noted, and answers will be posted on the College’s Contract Opportunities web page at on or before September 30, 2026.

Questions (Pre-Submission)

In addition to the informational session, and to ensure a fair process, questions arising that are not answered in this bid packet must be submitted electronically by interested bidders no later than September 29, 2026, to: contracts@paulsmiths.edu. Answers to submitted questions about the Project will be posted on or before September 30, 2026, on the College’s Contract Opportunities web page.

Any verbal information obtained from statements made by representatives of the College during the procurement process shall not be binding. Only corrections or addenda issued in writing by the College to all bidders shall become a part of the Solicitation and any resultant Contract. The College will not be responsible for verbal instructions.

BID SUBMISSION

It is the responsibility of the bidder to offer products and equipment that meet the minimum requirements and specifications as outlined in the bid packet and that adequately address the business needs of the Project. Accordingly, the bidder must submit, as part of its bid, detailed product specifications and data (e.g., product specification sheets) that demonstrate that proposed products/equipment meet minimum specifications.

If a proposed product/equipment differs from what is listed as a minimum requirement, it is the responsibility of the bidder to demonstrate how the alternative proposed product/equipment meets or exceeds the minimum specifications and Project needs.

Failure to provide samples or data may result in rejection of the bid. The bidder shall also describe the steps it will take to install the quoted product/equipment, including an estimated timeline. The College reserves the right, in its sole discretion, to determine whether proposed alternatives are acceptable and equivalent.

Prices quoted in the bid proposal shall include an itemization of labor, materials, tools, equipment, and other costs necessary to fully complete the scope of the Project.

Bidder must submit with its bid a signed non-collusive bidding certification statement found in Appendix A.

Bidders must submit their complete proposal electronically via email to contracts@paulsmiths.edu by 12:00 PM EST on October 8, 2026. The proposal must be submitted as a single, consolidated [e.g., PDF] file. The email subject line must strictly follow this format: RFP Submission – [Your Company Name] – [RFP Project Name].

Proposals received after the specified deadline will not be considered under any circumstances. Bidders are solely responsible for ensuring that their email, including all attachments, arrives in the designated inbox on time.

Confirmation of receipt will be emailed to the bidder within 24 hours. If you do not receive confirmation, it is the bidder's responsibility to contact the College at contracts@paulsmiths.edu to verify delivery.

Bidders are responsible for the accuracy and completeness of their bids. All bidders are directed to take extreme care in developing their bids and are cautioned to carefully review their bids prior to submission. A bid that fails to conform to the requirements of the Solicitation may be considered non-responsive and may be rejected.

BID DETERMINATION

Bids will be evaluated based on lowest price from a responsive and responsible bidder. The College reserves the right to:

• Reject any or all bids received in response to this Solicitation.

• Withdraw the Solicitation at any time at the sole discretion of the College.

• Make an award under the Solicitation in whole or in part.

• Disqualify any bidder whose conduct and/or bid fails to conform to the requirements of this Solicitation.

• Amend the Solicitation prior to the bid opening to correct errors or oversights, or to supply additional information as it becomes available.

• Waive any non-material requirements or informalities.

Bids will be opened on October 8, 2026, at 3:00 PM EST. The accepted bid will be posted on the College’s Contract Opportunities web page within fourteen (14) days from this date.

Bids must remain an effective offer, firm and irrevocable, for at least forty-five (45) calendar days from the due date, unless the time for awarding the Contract is extended by mutual consent of the College and the bidder. A bid shall continue to remain an effective offer, firm and irrevocable, subsequent to such forty-five (45) calendar-day period until either tentative award of the Contract by the College is made or withdrawal of the bid in writing by the bidder.

The Contract shall be deemed executory only to the extent of the monies appropriated and available for the purpose of the Contract, and no liability on account thereof shall be incurred beyond the amount of such monies. It is understood that neither this Contract nor any representation by any public employee or officer creates any legal or moral obligation to request, appropriate, or make available monies for the purpose of the Contract.

Appendices

Appendix A: Bidder Required Documents

1. Signed bid form.

• Price schedule

• Scope of Work Statement

• Project Schedule

• Company Credentials, Experience and References

2. A-1 Agency Specific Terms and Conditions

3. A-2 Agency Specific Terms and Conditions

4. Notice to Contractors et al

5. PSC Contract Template

6. Non-Collusive Bidding Certification

7. Certification Prohibiting Contracting with Businesses Conducting Business in

Russia

8. Bidder’s Certification

9. Gender-Based Violence and the Workplace Certification

10. Procurement Lobby Law Document

11. Vendor Assurance of No Conflict of Interest or Detrimental Effect

12. Sexual Harassment Prevention Certification

13. Contractor Insurance Requirements

Appendix B: Floor Plan/Boiler Room Location

Paul Smith’s College VIC is a 24,000 square foot wood framed building constructed in 1989 with oil-fired boilers. The mechanical room is in the eastern part of the building adjacent to the shop/ garage.

Bid Submission Sheet

Bidder Contact Information Name Company Address

E-mail Telephone

Project Details

Project Name Submission date Scope of Work and Timeline

Bid Price

Bid Price

Labor Costs and Time

Equipment

Company Credentials, Experience and References

Appendix A: 1

Page 1 of 3 – Attachment A-1 – Agency Specific Terms and Conditions 03/2025

ATTACHMENT A-1

AGENCY SPECIFIC TERMS AND CONDITIONS

A. Notice. For purposes of notice as contained in this State of New York Contract for Grants (Contract), Standard Terms and Conditions, Section I(G):

1. The State’s designee shall be the STATE AGENCY identified on the Face Page. Document submission and inquiries should be directed to the designated STATE AGENCY representative.

2. The Contractor’s designee shall be the CONTRACTOR NAME at the CONTRACTOR PRIMARY

MAILING ADDRESS, as identified on the Face Page.

B. Payment shall be made to the NYS Vendor ID Number at the CONTRACTOR PAYMENT ADDRESS identified on the Face Page.

C. Changes to Budget and Program Work Plan. Changes shall not be made in the work described in

Attachment C (Work Plan) or the proposed expenditure of funds as shown in Attachment B (Budget), without the prior written approval of the State. Such approval will be granted if the changes are not substantive and do not alter the scope, intent or basic elements of the contract. Changes in the Work Plan or Budget that are substantive or alter the scope, intent or basic elements of the contract, if agreed to by the State, will be implemented by an amendment that may require approval and filing with the New York

Attorney General Contract Approval Unit (AG) and the Office of the State Comptroller (OSC or State

Comptroller), per Section I(D) of this Contract.

D. It is the Contractor’s responsibility, pursuant to Sections 57 and 220 (8) of the Workers' Compensation

Law, to maintain for State audit and review either proof that they have Workers' Compensation and

Disability Benefits Insurance coverage for any employees, or proof of exemption from the New York

State Workers’ Compensation Board. The Contractor must also obtain from any contractor or subcontractor hired to provide a service pursuant to this Contract, similar proof or waivers from the contractor or subcontractor, and must maintain such documentation on file for audit.

E. Non-Discrimination:

1. If the project involves development or acquisition of public facilities, the Contractor shall not limit access or discriminate in the operation of the facilities on the basis of place of residence, race, creed, color, national origin, sex, age, disability or marital status.

2. The Contractor agrees to comply with all applicable Federal, State, and local Civil Rights and Human

Rights laws with reference to equal employment opportunities and the provisions of service.

F. Termination. In addition to the options available to the State in the Contract, in the event the Contractor fails to comply with its terms and conditions regarding completion of the project, the State at its option may require the Contractor to bring the project to a point of educational/interpretive, historical, recreational or conservation usefulness as determined by the State.

G. Documents submitted to the State may be subject to disclosure under the Freedom of Information Law.

H. Non-Sectarian Purposes. The Contractor agrees that funds made available as shown in Attachment B will only be used to achieve the intended public benefit and will not be used for any sectarian purposes.

I. Archeology. In the event of any unanticipated archeological discoveries, the Contractor shall stop all work and notify the State immediately. Work shall not resume until the State determines how any previously undiscovered archeological remains will be treated. Special attention shall be given to any discovery of burials, graves, or human remains.

Appendix A: 2

Page 2 of 3 – Attachment A-1 – Agency Specific Terms and Conditions 03/2025

J. Preservation of Historic Properties. It is the public policy and in the public interest of the State to preserve New York’s historical, archeological, architectural and cultural heritage. All activities under this

Contract shall be reviewed under either Section 106 of the National Historic Preservation Act or Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law to ensure that adverse effects or impacts on significant properties are avoided or mitigated. Any work that affects historic properties shall conform to The Secretary of the Interior's Standards for the Treatment of Historic Properties 1995, The

Secretary of the Interior's Standards and Guidelines for Archeological Documentation or any other applicable

Secretary of the Interior's Standards (collectively referenced as STANDARDS), which are available from the

State.

K. Post-Completion Requirements. Where the project involves acquisition of equipment or acquisition of or improvement of real property, the Contractor shall be responsible for maintaining and operating the equipment, property, and/or improvements; providing public access; maintaining public signage related to the project; and seeking any required State approvals. The State shall have the right and responsibility to inspect the project and property for compliance.

L. Construction Requirements. If the Project described in this Contract includes construction, the following shall apply:

1. Contract plans, specifications, and cost estimates shall be submitted to the State for review prior to the letting of any construction contract by the Contractor. The State shall verify that the plans, specifications and cost estimates are in conformance with the work described in Attachment B and shall so notify the Contractor in writing; the State shall further verify that appropriate documents have been prepared by a professional licensed to practice in the State of New York. All plans and specifications as reviewed shall become part of this Contract, and no change or revision may be made to such plans and specifications without the express written consent of the State.

2. The Contractor shall be responsible for assuring that the project is designed and constructed in conformance with the Uniform Federal Accessibility Standards (UFAS Appendix A to 41 CFR part

101 19.6), the Americans with Disabilities Act Accessibility Guidelines (ADAAG Appendix A to 28

CFR part 36) and the New York State Uniform Fire Prevention and Building (I) (Code (parts 1219

1228 of Title 19 NYCRR). Where there are discrepancies among the sets of standards with regard to a particular design/construction requirement, the one providing for the greatest degree of accommodation for the disabled shall apply.

3. It is the Contractor’s responsibility to assure that all work on the project complies with the State

Environmental Quality Review Act, receives all required permits in advance, and complies with all applicable Federal, State and/or local laws including, but not limited to, zoning ordinances and building codes.

M. At the discretion of the State, an Agreed Upon Procedure Review may be required of the grant performed by a representative of the STATE or a certified public accountant procured by the STATE or the CONTRACTOR currently licensed by the NYS Board of Public Accountancy, in accordance with attestation standards established by the American Institute of Certified Public Accountants and in accordance with Government Auditing Standards issued by the Comptroller General of the United States of America to the satisfaction of the STATE.

N. The State may make periodic inspections of the project both during its implementation and after its completion to assure compliance with this Contract. The Contractor shall allow the State unrestricted access to work during the preparation and progress of the work and provide for such access and inspection by the State in all construction contracts relating to the project.

O. Department of Labor Public Work Contractor Registry. Effective December 30, 2024, all contractors and subcontractors submitting bids or performing construction work on public work projects or private projects covered by Article 8 of the Labor Law are required to register with the

Page 3 of 3 – Attachment A-1 – Agency Specific Terms and Conditions 03/2025

New York State Department of Labor under Labor Law Section 220-i. Private projects subject to

Article 8 of the Labor Law include those covered by Labor Law Sections 224-a (public subsidy funded projects), 224-d (renewable energy systems), 224-e (broadband projects), 224-f (climate risk-related and energy transition projects, and roadway excavations). A Certificate of Registration with a unique registration number will be issued to the applicant electronically through the Contractor

Registry portal. A digital copy of the certificate must be submitted with bid submission or bidder may be found to be non-responsive. Contractors are responsible for verifying that any subcontractors they work with are registered. Please refer to this website for information:

https://dol.ny.gov/contractor-and-subcontractor-landing. The registration login page is found here: Log In - Management System for Protecting Workers’ Rights.

https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fdol.ny.gov%2Fcontractor-and-subcontractor-landing&data=05%7C02%7CBeatrice.Gamache%40parks.ny.gov%7C6b1cefb2732b4e28c2ca08dd5b7660c4%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C638767286583289806%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=DuNSK5ya8Ogt%2Boq00dYvOjyCEA0QxMwKJMzzWsc11f8%3D&reserved=0 https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fmpwr-public.labor.ny.gov%2Fen%2Flogin&data=05%7C02%7CBeatrice.Gamache%40parks.ny.gov%7C6b1cefb2732b4e28c2ca08dd5b7660c4%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C638767286583314892%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=%2FN0xAhfePsU7GMB7j1W6moI7F1eBB%2FfpIQjYWu2wOgc%3D&reserved=0

Page 1 of 1, Attachment A-2 – Program Specific Terms and Conditions January 2025

ATTACHMENT A-2

PROGRAM SPECIFIC TERMS AND CONDITIONS

ZOOS, BOTANICAL GARDENS and AQUARIA CAPITAL GRANT PROGRAM

A. Funding for this project is provided by the Zoos, Botanical Gardens & Aquaria (ZBGA) Capital Grant

Program, funded through an appropriation from the New York State Budget and is administered by the

New York State Office of Parks, Recreation and Historic Preservation (State Parks).

B. Procurement: All goods and services required for this project must be procured in a manner so as to assure the prudent and economical use of grant moneys, to facilitate the acquisition of goods and services of maximum quality at the lowest possible cost under the circumstances, and to guard against nepotism, favoritism, improvidence, extravagance, fraud and corruption.

1. If the Contractor is subject to General Municipal Law, documentation of the Contractor’s compliance with the procurement and bidding requirements of General Municipal Law shall be included with the applicable request for reimbursement.

2. If the total amount of the goods or services is less than the dollar threshold for competitive bidding, as outlined in section 103 of General Municipal Law, or if the Contractor is not subject to General

Municipal Law, the Contractor must follow procurement procedures designed to achieve the purpose of this clause. Such procedures may include, but are not limited to, competitive bidding, the solicitation of three price quotes, written requests for proposals, etc. When submitting a request for reimbursement, the Contractor must include a copy of the organizational procurement policy applicable to the relevant expenditures and/or documentation of the specific procurement process used for those expenditures.

C. Public Benefit Requirements.

1. In order to ensure a public benefit accrues from the development or construction project that is being funded the Contractor shall:

a. Afford the public reasonable access to or use of the funded facility as specified by the State;

b. Own or hold by lease or maintain and operate the project as specified by the State;

c. Not alter, demolish, sell, lease or otherwise convey the ZBGA natural heritage collection, without the prior written approval of the State; and

D. In the case that this grant involves State-owned land, the grant recipient shall have in place a current, approved agreement with the agency of jurisdiction that specifies compliance for the elements funded with this grant as set forth in all Attachments included as part of this Contract.

Appendix A: 3

Notice to Contractors, Subcontractors, Suppliers and Vendors (Revised March 8, 2024) 1 | 1

NOTICE TO CONTRACTORS, SUBCONTRACTORS, SUPPLIERS AND VENDORS

This project is funded in part by a grant from Zoos, Botanical Gardens & Aquaria (ZBGA) Capital Grant Program, funded through an appropriation from the New York State Budget and is administered by the New York State Office of

Parks, Recreation and Historic Preservation (State Parks). All contracts and subcontracts for the project are subject to the terms of the State of New York Contract for Grants (SNYCG) -- Standard Terms and Conditions, which can be found online at https://grantsmanagement.ny.gov/state-agency-resources, Appendix A (A), Attachment A-1 (A1) and

Attachment A-2 (A2), attached hereto. If any other funding sources are involved in the project, the grantee is responsible for compliance with the program requirements for those funding sources.

Note particularly the following requirements:

• The State’s right to review and approve every subcontract in excess of $100,000. SNYCG III (B)(2)

• The requirement that subcontracts contain provisions specifying (1) that work accord with the terms of the State of

New York Contract for Grants, (2) that nothing in the subcontract shall impair the rights of the State under the State of

New York Contract for Grants, and (3) that nothing in the subcontract, nor under the State of New York Contract for

Grants creates any contractual relationship between the subcontractor and the State. SNYCG III (B)(2)

• Contractor’s responsibility to submit vendor responsibility information to the State, including a Vendor Responsibility

Questionnaire for subcontracts that equal or exceed $100,000. SNYCG III (B)(4)

• Non-discrimination requirements A(5) and A1(F)

• Equal Opportunity provisions, including a requirement that the following provisions be included in construction subcontracts in excess of $25,000:

o The Contractor shall not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or marital status;

o The Contractor shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on State contracts;

o The Contractor shall undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation;

o At the request of the State, the Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative shall not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative shall affirmatively cooperate in the implementation of the Contractor’s obligations herein; and o The Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of the State contract, all qualified applicants shall be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. A(12) and A1(F)

• Wages and Hours Provisions A(6)

• New York State business requirement A(20)

• Worker’s Compensation and Disability Benefits Insurance coverage SNYCG III (I) (L), A (4), A1(E)

• NEW Effective December 30, 2024. Department of Labor Public Work Contractor and Subcontractor Registry A1 (O)

Appendix A: 4 https://grantsmanagement.ny.gov/state-agency-resources

16497067.2 9/8/2023

Paul Smith’s College Contract Service Agreement

This Agreement ["Agreement"] made by and between Paul Smith’s College, a New York not-for-profit education corporation located at 7777 State Routes 86 & 30, Paul Smiths, NY 12970 and

____________ located at _________________, hereinafter referred to as “Contractor”.

WHEREAS, Paul Smith’s College was awarded a grant from the _____________________ to carry out a Project entitled ________________________; and WHEREAS, the aforesaid award provides that Paul Smith’s College shall, or permits Paul Smith’s College to, subcontract to Contractor a portion of the work and services to be provided in connection with the

Project; and

WHEREAS, Paul Smith’s College desires to contract with the Contractor to perform services in connection with the Project, and the Contractor represents that it is competent and willing to do so.

THEREFORE, it is agreed by the parties as follows:

1. Scope of Work and Cooperation

a) Contractor agrees to perform and complete in a competent, timely and professional manner, to the reasonable satisfaction of Paul Smith’s College, all of the work and services detailed in the scope of work, budget, and schedule, if applicable, attached as Exhibit A to enable Paul Smith’s College to meet the requirements of the Project.

b) Contractor agrees to maintain close and continuous contact with the Paul Smith’s College

Principal Investigator to ensure a well-integrated Project effort and to achieve the performance goals during the term of this Agreement. In addition, Contractor will provide formal technical progress and financial reports as specified herein.

2. Key Personnel

a) Paul Smith’s College Principal Investigator is ______________.

b) Contractor's Principal Investigator is ________________.

c) If Contractor anticipates that its Principal Investigator will:

1) devote substantially more or less effort than the Scope of Work prescribes; 2) end

(voluntarily or otherwise) their legal relationship with the Contractor; 3) be absent for a continuous period of three months or more, or any shorter period that is reasonably likely to adversely impact the Contractor’s ability to perform its obligations hereunder;

or 4) otherwise relinquish or otherwise cease active direction of Contractor’s work hereunder, Contractor shall immediately notify Paul Smith’s College in writing of the same. Any such changes, and any new or substitute Principal Investigator, shall be subject to the written approval of Paul Smith’s College. The parties shall mutually agree to any revisions to this Agreement required to address such changes.

3. Term The term of this Agreement shall be from ______to___________ unless extended or modified by mutual agreement of the parties or terminated as provided hereunder.

4. Termination

a) This Agreement may be terminated by either party, with or without cause, by giving thirty (30)

Appendix A: 5 days written notice to the other party.

b) If the Contractor shall fail to fulfill in a proper manner its obligations under this Agreement or violates any of the provisions of this Agreement, Paul Smith’s College shall have the right to terminate this Agreement in whole or in part, by sending written Notice of Termination to the Contractor which shall take effect thirty (30) days from the date contained in the written notice. Paul Smith’s College may suspend this Agreement for cause upon ten (I 0) days written notice; provided, however, that

Contractor will have not more ten (10) days from the date of such notice to remedy or cure any default or breach following initial notice from Paul Smith’s College.

c) Upon notification that this Agreement has been terminated or suspended as provided above, the Contractor shall immediately stop all work under this Agreement on the date and to the extent specified in the Notice of Termination. Paul Smith’s College agrees, without limiting any remedies available at law or in equity, to compensate the Contractor for all work performed pursuant to the Agreement prior to the effective date of suspension or termination. Paul Smith’s College may withhold payments to Contractor for the purpose of set-off until such time as the exact amount of damages arising from any breach by Contractor may be determined.

5. Funding and Compensation

a) Contractor understands that the source of the funds for the payment of services hereunder is an agreement between Paul Smith’s College and the Sponsor. Anything to the contrary notwithstanding, Paul Smith’s College’s obligation to make payments to Contractor hereunder is in all respects subject to, and contingent upon, receipt of funds from the Sponsor to do so.

b) In full and complete consideration of Contractor’s performance under this Agreement, Paul

Smith’s College shall reimburse Contractor for allowable costs incurred in accordance with the terms of this Agreement, not to exceed an aggregate of _________ U.S. Dollars. See attached budget for agreed upon expenditures. In no event shall the aggregate of all allowable expenditures exceed the aforementioned maximum cost, except upon formal modification of this Agreement as provided herein.

c) Contractor certifies that, if applicable, the facilities and administrative rate and fringe benefit rate to be applied to the allowable costs are current and in effect during the term specified herein.

6. Payment

a) Contractor will submit certified invoices to Paul Smith’s College no later than the ____ of the month following each reporting period. See schedule in ________. Invoices must reference _____________, in sufficient detail to permit identification of the costs incurred by Contractor and claimed to constitute allowable costs reimbursable hereunder. Invoices and payment shal l be subject to audit and assessment by or on behalf of Paul Smith’s College and/or the Sponsor to ensure the provisions of this

Agreement are met. All payments shall be subject to correction and adjustment upon periodic and/or final audit or by reason of d i s a l l o w a n c e by Sponsor. In the event of any disallowance by Sponsor or

Paul Smith’s College, Contractor shall return any overpayment to Paul Smith’s College upon demand. An authorized representative of Contractor must attest to the following certification on each invoice:

"I certify that this invoice is correct and that it does not duplicate reimbursement of costs or services received from other sources. In addition, I certify that reimbursement is requested only for expenditures that are reimbursable in accordance with the terms and conditions of the Agreement with Paul Smith’s College."

b) Invoices must be sent to the following: Heather Coleates, Program Analyst, hcoleates@paulsmiths.edu.

mailto:hcoleates@paulsmiths.edu

c) On receipt and approval of the invoice designated by Contractor as the "final invoice" Paul

Smith’s College shall promptly pay any balance of reimbursable allowable costs. Paul Smith’s College reserves the right to withhold up to 10% of the final payment pending receipt of required deliverables and compliance with the provisions of this Agreement. The final invoice shall be submitted by

Contractor promptly following completion of the work but in no event later than 30 days subsequent to the termination or expiration date of this Agreement.

7. Reports

a) Contractor acknowledges that timely, completed reports are required in order for Paul Smith’s

College to meet its obligations to the Sponsor. Contractor agrees to provide technical and/or other narrative progress reports, in form and content satisfactory to Paul Smith’s College.

b) Contractor further agrees to provide any additional reports as may reasonably be requested by

Paul Smith’s College. Paul Smith’s College reserves the right to withhold payment to Contractor pending receipt of any required reports.

8. Confidential Information

a) The parties acknowledge and agree that any proprietary or confidential information or knowledge acquired or received by one party (the “Recipient”) from the other party (the “Disclosing

Party”) under this Agreement, or learned in the course of providing services hereunder, including but not limited to information relating to the Disclosing Party’s policies, procedures, customers, vendors, and/or operations, is confidential information (“Confidential Information”). Confidential Information does not include information that (i) is or later becomes available to the public through no breach of this Agreement by the Recipient; (ii) is obtained by the Recipient from a third party who had the legal right to disclose the information to the Recipient; (iii) is already in the possession of the Recipient on the date this Agreement becomes effective; (iv) is independently developed by Recipient; or (v) is required to be disclosed by law, government regulation, or court order. Except as otherwise provided in this Agreement, Recipient shall not, unless required by law, use, disclose, publish, or otherwise disseminate Confidential Information without the Disclosing Party’s prior written consent other than for the purposes contemplated by this Agreement. Anything to the contrary notwithstanding, the foregoing shall not prohibit Paul Smith’s College from using or disclosing Contractor’s Confidential

Information in accordance with the terms of Paul Smith’s College’s agreement with the Sponsor.

9. Publication

a) Subject to Section 13(b), Contractor may publish any information, oral or written, concerning the results or conclusions made pursuant to its performance of this Agreement as follows:

No less than forty-five (45) days prior to publication, Contractor shall provide Paul Smith’s College with a copy of any proposed manuscript for scientific review, written comment, and/or identification and protection of Paul Smith’s College or Sponsor Confidential Information and agrees, at the request of Paul Smith’s College, to remove or anonymize any such Confidential Information and/or to withhold any such submission for an additional period, not to exceed sixty (60) days, to allow Paul

Smith’s College or Sponsor to file patent applications or to take any other action designed to protect applicable intellectual property rights. If Contractor does not receive a written response from Paul

Smith’s College within forty-five (45) days after submitting its proposed manuscript, the Contractor may proceed with publication as proposed.

10. Ownership of Intellectual Property

a) Any creative work developed by the Contractor under this Agreement, including all written, graphic, audio, visual and any other materials, contributions, applicable work product and production elements contained therein, whether on paper, disk, tape, digital file or any other media (the

"Creative Work"), including but not limited to the training and curriculum materials, action plans and reports described herein, shall remain the intellectual property of the Contractor, provided however that the Contractor hereby irrevocably grants to Paul Smith’s College the perpetual, royalty-free, non-exclusive right to copy, distribute, use, and prepare derivative works from the Creative Work in any media, and in any territory, for non-commercial, not-for-profit, institutional, educational or promotional purposes.

b) Subject to Section 8, Contractor shall be free to publish results of the work funded under this

Agreement. Any such publication or other promotion shall abide by Article XVI, Section 16.01 of

NYSDERA’s agreement # 219895. Each party agrees that it will not make any use of the other party’s name or logo, without the other party’s prior written approval.

11. Ethical Conduct

a) Paul Smith’s College strives to maintain the highest ethical standards in all of its operations. All parties acting pursuant to this Agreement will establish and adhere to standards, policies and procedures of ethical conduct that address, but are not limited to, the areas of conflict of interest, misconduct in science, fraud, abuse and waste.

12. Compliance with Laws, Regulations and Sponsor Requirements

a) The parties agree to comply with all federal, New York State, and other applicable laws and regulations in performing their respective obligations under this Agreement.

b) Anything to the contrary notwithstanding, this Agreement, and the parties’ performance hereunder, shall in all respects be subject to, and shall comply with, the terms of Paul Smith’s

College’s agreement with Sponsor, which are incorporated by reference as a material part of this

Agreement even if not specifically identified herein. In the event of any conflict between the terms of this Agreement and the terms of Paul Smith’s College’s agreement with Sponsor, Paul Smith’s

College’s agreement with Sponsor shall control.

13. Independent Contractors; Indemnification

a) In the performance of their obligations under this Agreement, Paul Smith’s College and

Contractor shall be independent contractors and shall not be deemed partners, joint venturers, principal and agent, or parties to any other similar relationship.

b) Each party shall defend with competent counsel, indemnify and hold harmless the other party and the other party’s officers, trustees, directors, employees, agents and representatives of any kind, from and against all claims, demands, actions, suits and proceedings (whether civil, criminal or administrative), and all liability, loss, expense (including reasonable attorneys' fees), costs or damages, which are proximately caused by (i) such party's breach of its obligations under this Agreement, or (ii) the intentional or negligent act or omission of such party or any of its officers, trustees, directors, employees, agents, representatives and/or contractors.

14. Entire Agreement, Waivers and Amendments

a) Subject to Section 12(b), this Agreement constitutes the entire agreement between Paul Smith’s

College and the Contractor with respect to its subject matter. No waiver, modification, or amendment of any of the terms or conditions stated herein shall be effective unless set forth in writing and duly signed by Paul Smith’s College and the Contractor.

15. Assignment

a) This Agreement may not be assigned by Contractor, nor may Contractor subcontract or delegate any of its obligations hereunder, without the prior written consent of Paul Smith’s College. Any purported assignment, subcontract or delegation without such consent shall be void.

16. Governing Law; Jurisdiction; Venue

a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Any action or proceeding arising out of or relating to this Agreement shall be brought in a federal or state court of competent jurisdiction located within the geographic boundaries of the federal Northern District of New York, and the parties agree to submit to the jurisdiction and venue of such courts.

Accepted and Agreed:

Contractor signature: Paul Smith’s College signature:

Title: Title:

Date: Date:

EXHIBIT A: Scope of Work

Appendix A.doc

Exhibit 1 Non-Collusive Bidding Certification-1

NON-COLLUSIVE BIDDING CERTIFICATION REQUIRED BY

SECTION 139-D OF THE STATE FINANCE LAW

SECTION 139-D, Statement of Non-Collusion in bids to the State:

BY SUBMISSION OF THIS BID, BIDDER AND EACH PERSON SIGNING ON

BEHALF OF BIDDER CERTIFIES, AND IN THE CASE OF JOINT BID, EACH PARTY

THERETO CERTIFIES AS TO ITS OWN ORGANIZATION, UNDER PENALTY OF

PERJURY, THAT TO THE BEST OF HIS/HER KNOWLEDGE AND BELIEF:

[1] The prices of this bid have been arrived at independently, without collusion, consultation, communication, or agreement, for the purposes of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor;

[2] Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly, to any other Bidder or to any competitor; and [3] No attempt has been made or will be made by the Bidder to induce any other person, partnership or corporation to submit or not to submit a bid for the purpose of restricting competition.

A BID SHALL NOT BE CONSIDERED FOR AWARD NOR SHALL ANY

AWARD BE MADE WHERE [1], [2], [3] ABOVE HAVE NOT BEEN COMPLIED

WITH; PROVIDED HOWEVER, THAT IF IN ANY CASE THE BIDDER(S) CANNOT

MAKE THE FOREGOING CERTIFICATION, THE BIDDER SHALL SO STATE AND

SHALL FURNISH BELOW A SIGNED STATEMENT WHICH SETS FORTH IN

DETAIL THE REASONS THEREFORE:

[AFFIX ADDENDUM TO THIS PAGE IF SPACE IS REQUIRED FOR

STATEMENT.]

Subscribed to under…