EXHIBIT A

CONSULTANT RESPONSIBILITIES

AND

COUNTY REQUIREMENTS

1. CONSULTANT RESPONSIBILITIES: The responsibilities of the CONSULTANT shall be to provide architectural/engineering services for the , hereinafter collectively called (PROJECT). Such services shall include, but not be limited to, planning, design, supervision, architectural and engineering services in connection with the preparation of plans, specifications, estimates, receipt of bids, and construction of the PROJECT as more particularly described in the following Exhibits, which are attached to and made a part of this agreement:

EXHIBIT SUBJECT

B Services to be Provided by Consultant

C Responsibilities of the College

D Project Stages

E Project Costs

F Payment Terms

G Wage Rate Schedule

H Project Requirements

I Invitation by Suffolk Community College to submit proposal, Dated

J Consultant's Proposal, Dated

K Consultant's Revision to Proposal, Dated

L Controller's Rules and Regulations for Consultant's Agreements

M County Resolution No.

N Board of Trustee's Resolution No.

The provisions of this Exhibit A and of Exhibits B through shall prevail over inconsistent provisions of any other document, whether or not specifically referred to in this Agreement or made part thereof by subsequent amendment in writing and signed by both parties except to the extent that such provisions of such Exhibits are specifically referred to and amended or superseded by such amendment or other document.

CONSULTANT shall perform such services as may be necessary to accomplish the work required to be performed under and in accordance with this Agreement. CONSULTANT specifically represents and warrants that it has and shall possess, and that its employees agents and subcontractors have and shall possess, the required education, knowledge, experience and character necessary to qualify them individually for the particular duties they perform.

2. REPORTS: CONSULTANT will be responsible for issuing timely reports, both orally and in writing, to the COLLEGE on the status of pending and proposed activities, as indicated in the attached Exhibits.

3. TERM: This Agreement shall cover the period provided on the first page thereof, unless sooner terminated as provided below.

4. PAYMENT AND COMPENSATION:

a. In consideration of the CONSULTANT's faithfully complying with all of the covenants set forth in this Agreement, the COLLEGE shall compensate the CONSULTANT a total sum not to exceed the amount provided on the first page of this Agreement, notwithstanding the total amount of time expended, to be paid according to the schedule outlined in Exhibit F, attached. No partial payments shall be made to the CONSULTANT in excess or in advance of the payment schedule.

b. CONSULTANT shall prepare and present a claim form supplied by the COLLEGE and approved for payment by the COLLEGE. The claim form shall be accompanied by a certified and itemized statement as to the work performed and charged in accordance with Exhibit F, attached. Payment by the COUNTY shall be made within thirty (30) days after approval by the Comptroller of the County of Suffolk.

c. The charges payable to CONSULTANT under this Agreement are exclusive of federal, state and local taxes, the COUNTY being a municipality exempt from payment of such taxes.

d. Prior to authorizing payment to the CONSULTANT, the COLLEGE shall perform a thorough review of the work performed by the CONSULTANT under this Agreement and shall formally certify, in writing, that the CONSULTANT's work has been satisfactorily completed in full compliance with the terms of this Agreement. Said certification of compliance shall be included with the standard claim documentation and forwarded to the County Comptroller for claim audit and authorization for payment.

e. From the payments provided for the CONSULTANT in this Agreement, the CONSULTANT shall pay for all materials and supplies used by the CONSULTANT in the performance of the services to be rendered by the CONSULTANT or its agents or employees of any kind whatsoever and no extra or additional charges shall be made therefore.

f. When authorized in writing by the Vice President for Administrative and Information Services, reasonable and normal disbursements by representatives of CONSULTANT in performance of the duties outlined in Paragraph 15 of Exhibit B, attached, shall be paid by CONSULTANT and reimbursed by the COLLEGE pursuant to, and as limited by, the COMPTROLLER'S RULES AND REGULATIONS FOR CONSULTANT'S AGREEMENTS of the Suffolk County Department of Audit and Control, attached hereto as Exhibit L.

g. The CONSULTANT shall maintain full and complete books and records of accounts in accordance with accepted accounting practices. Such books and records shall be retained for a period of seven (7) years and shall be available for audit and inspection by the County Comptroller or his duly designated representative only to verify that payments were properly made and to verify the nature and extent of costs of applicable services provided by CONSULTANT. Such access is granted notwithstanding any exemption from disclosure that may be claimed for those records which are subject to nondisclosure agreements, trade secrets and commercial information or financial information that is privileged or confidential.

h. The COLLEGE may, at any time, by written order, make changes within the general scope of this Agreement in the services or work to be performed. If such changes cause an increase or decrease in the CONSULTANT's cost of, or time required for, performance of any services under this Agreement, an equitable adjustment shall be made and this Agreement shall be modified in writing accordingly. Any claim of the CONSULTANT for adjustment under this clause must be asserted in writing within ten (10) days from the date of receipt by the CONSULTANT of the notification of change unless the COLLEGE grants a further period of time before the date of final payment under this Agreement. No services for which additional compensation will be charged by the CONSULTANT shall be furnished without written authorization by the COLLEGE, which authorization shall include the amount of additional compensation.

i. The acceptance by the CONSULTANT of full payment of all billings made on the final certificate under this Agreement shall operate as and shall be a release to the COLLEGE from all claims and liability to CONSULTANT, its successors, legal representatives and assigns, for anything done or furnished under and by the provisions of this Agreement.

5. CONFLICTS OF INTEREST: CONSULTANT agrees that it will not during the term of this Agreement engage in any activity which is contrary to and in conflict with the goals and purposes of the COLLEGE.

6. CONTACT PERSONS: Contact persons for the parties to this Agreement shall be:

For the COLLEGE:

Vice President for Administrative and Information Services
Suffolk County Community College
533 College Road
Selden, New York 11784-2899

For the CONSULTANT:

Name:

Address:

References herein to the Vice President for Administrative and Information Services are to the COLLEGE officer holding such title and acting on behalf of the President and Board of Trustees in the performance of his/her duties and is inclusive of any COLLEGE or COUNTY employee acting at the direction or request of the Vice President for Administrative and Information Services.

The Administrative Director of Educational Facilities shall be the expert representative of the Vice President for Administrative and Information Services in dealings with the CONSULTANT, and will act as liaison between the CONSULTANT and the various County and New York State agencies involved in or concerned with the PROJECT. He/she will prepare the program and plot development, and will supervise the design and construction of the PROJECT, all in conformity with the directions of, and approvals required by, the County Architect, the State University of New York, and the Dormitory Authority of the State of New York. His/her official instructions, approvals, and disapprovals of the work of the CONSULTANT shall be received and acted upon as if they had been personally received from the Vice President for Administrative and Information Services.

The CONSULTANT may designate one person to be in charge of the PROJECT. Said person shall be a New York State Registered Architect or Engineer and his/her name, address and registration number shall be placed on file with the Vice President for Administrative and Information Services. Such designee shall be subject to the approval of the Vice President for Administrative and Information Services.

Each party shall give prompt written notice to the other party of the appointment of successor(s) to the designated contact person(s) or his or her designated successor(s).

7. COMPTROLLER'S RULES AND REGULATIONS: The consultant agrees to comply in full with, and payment shall be made to the CONSULTANT in accordance with, the COMPTROLLER'S RULES AND REGULATIONS FOR CONSULTANT'S AGREEMENTS of the Suffolk County Department of Audit and Control, attached hereto as Exhibit L.

8. NOT IN ARREARS OR DEFAULT: The CONSULTANT warrants that it is not in arrears to the COLLEGE or the COUNTY upon debt or contract and is not a defaulter as surety, contractor or otherwise on any obligation to the COLLEGE or COUNTY.

9. RECORDS: Any records, reports or other documents of the COLLEGE or COUNTY or any of its departments or agencies used by the CONSULTANT pursuant to this Agreement or any documents created as a part of this Agreement shall remain the property of the COLLEGE and COUNTY and shall be kept confidential in accordance with applicable laws, rules and regulations. At the time of completion of the work, the CONSULTANT shall make available to the Vice President for Administrative and Information Services all the aforementioned data and material. All original tracings, drawings and specifications and other data furnished to the Vice President for Administrative and Information Services by the CONSULTANT shall bear thereon the endorsement of the CONSULTANT.

10. INTERCHANGE OF DATA: All technical data in regard to the PROJECT whether (a) existing in the office of the Vice President for Administrative and Information Services, or (b) existing in the office of the CONSULTANT, shall be made available to the other party to this Agreement without expense to such other party, as the case may be.

11. OWNERSHIP OF DOCUMENT: All drawings, tracings, and specifications prepared by the CONSULTANT shall become the property of the COLLEGE upon their approval, and acceptance in writing by the COLLEGE or upon the termination of the CONSULTANT's services. The COLLEGE shall furnish to the CONSULTANT one complete set of reproducibles of the Contract Drawings at no charge. The CONSULTANT shall retain the copyright.

12. DEATH OR DISABILITY: In case of the death or disability of one or more but not all the principals of the CONSULTANT the rights and duties of the CONSULTANT shall devolve upon the survivor or survivors of them, who shall be obligated to perform the services required under this Agreement, and the COLLEGE shall make all payments due to him/her or them.

In case of the death or disability of all the principals of the CONSULTANT, all data and records pertaining to the PROJECT shall be delivered within sixty (60) days to the Vice President for Administrative and Information Services or his duly authorized representative. In case of the failure of the CONSULTANT, its successors or personal representatives to make such delivery on demand, then and in that event, the representatives for the CONSULTANT shall be liable to the COLLEGE for any damages it may sustain by reason thereof. Upon the delivery of all such data to the Vice President for Administrative and Information Services, the COLLEGE will pay to the representatives of the CONSULTANT all amounts due the CONSULTANT.

13. DISCLOSURE STATEMENT: The CONSULTANT represents and warrants that, unless exempt, it has filed with the Comptroller of Suffolk County the verified public disclosure statement required by Local Law No. 14 of 1976, as amended (A5-7 of the Suffolk County Code) and shall file an updated version of such statement with the said Comptroller on or before the 31st day of January in each year of this Agreement's duration. The CONSULTANT acknowledges that such filing is a material, contractual and statutory duty and that the failure to file such statement shall constitute a material breach of this Agreement, for which the COLLEGE shall be entitled, upon a determination that such breach has occurred, to damages, in addition to all other legal remedies, of fifteen percent (15%) of the amount of the Agreement.

14. GRATUITIES: The CONSULTANT represents and warrants that it has not offered or given any gratuity to any official, employee or agent of Suffolk County or New York State or of any political party, with the purpose or intent of securing an agreement or securing favorable treatment with respect to the awarding or amending of an agreement or the making of any determinations with respect to the performance of an agreement, and that the signer of this Agreement has read and is familiar with the provisions of Local Law No. 32-1980 of Suffolk County (Chapter 386 of the Suffolk County Code).

ADVANCE \D 6.95

15. TERMINATION OF CONTRACT:

ADVANCE \D 6.95 a. This Agreement may be terminated in whole or in part in writing by the COLLEGE in the event of failure by the CONSULTANT to fulfill its obligations under this Agreement; provided that no such termination shall be effective unless the CONSULTANT is given three (3) calendar days' written notice of intent to terminate, delivered personally or by certified mail, return receipt requested, and an opportunity for consultation with the COLLEGE prior to termination.

b. Upon receipt of a termination notice pursuant to the foregoing paragraph, the CONSULTANT shall promptly discontinue all services affected unless otherwise directed by the notice of termination.

c. Upon termination pursuant to the foregoing paragraphs, the COLLEGE may take over the work and prosecute the same to completion by agreement with another party or otherwise.

d. Upon termination, an equitable adjustment of the fee shall be made, which shall not include any profit for services or other work performed. The CONSULTANT acknowledges and agrees that it shall not be entitled nor shall it make a claim for lost profits or loss of anticipated earnings because of termination.

e. In addition to the COLLEGE's right to terminate for cause as above stated, the COLLEGE shall have the right to postpone, delay, suspend or terminate the services for which CONSULTANT is herein engaged at any time and for any reason deemed to be in the COLLEGE's or the COUNTY's interest. In such event of termination, for the COLLEGE's convenience, the COLLEGE shall pay CONSULTANT for the services rendered through the date when notice of termination was received by CONSULTANT with an equitable adjustment of the fee, which shall include a reasonable profit for services or other work performed. In the event of delay, postponement or suspension, the CONSULTANT agrees that it shall only be entitled to a reasonable extension of time to complete the project and not to monetary compensation.

16. INDEPENDENT CONTRACTOR STATUS: It is expressly agreed that the CONSULTANT's status hereunder is that of an independent contractor. Neither the CONSULTANT nor any person hired by the CONSULTANT shall be considered employees of the COLLEGE or COUNTY for any purpose.

17. ASSIGNMENT: The CONSULTANT shall not assign, transfer, convey, sublet or otherwise dispose of this Agreement, or any of its right, title or interest therein, or its power to execute this Agreement, or assign all or any portion of the monies that may be due or become due to the CONSULTANT under the terms of this Agreement, to any other person or corporation, without the prior consent in writing of the COLLEGE, and any attempt to do any of the foregoing without such consent shall be of no effect.

18. INSURANCE: CONSULTANT agrees to procure, pay the entire premium for and maintain throughout the term of this Agreement insurance in amounts and types specified by the COLLEGE. Unless otherwise specified by the COLLEGE and agreed to by the CONSULTANT, in writing, such insurance will be as follows:

a. Commercial General Liability insurance, including contractual coverage, in an amount not less than One Million Dollars ($1,000,000.00) combined single limit for bodily injury and property damage per occurrence.

b. Automobile Liability insurance, (if any vehicles are used in the performance of this Agreement) in an amount not less than Three Hundred Thousand Dollars ($300,000.00) combined single limit for bodily injury and property damage per occurrence.

c. Professional Liability insurance (Errors and Omissions) in an amount not less than One Million Dollars ($1,000,000.00) per claim.

d. Workers' Compensation and Employer's Liability insurance in compliance with all applicable New York State laws and regulations. In accordance with General Municipal Law 108, this Agreement shall be void and of no effect unless the Contractor shall provide and maintain coverage during the term of this Agreement for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law.

e. Valuable Papers insurance shall be maintained against loss by fire, theft or damage for all drawings, plans and specifications, documents and material produced or used under this Agreement. The insurance amount shall be equal to 35% of the Contract Fee. The COLLEGE must be named as additional insured with the benefits thereof made to accrue expressly to the COLLEGE.

All policies providing such coverage shall be issued by insurance companies acceptable to the COLLEGE and the COUNTY.

CONSULTANT shall furnish to the COLLEGE certificates of insurance or, on request, original policies, evidencing compliance with the aforesaid insurance requirements. In the case of commercial general liability insurance and of any automobile liability insurance, said certificates shall name the COLLEGE as an additional insured. All such certificates or other evidence of insurance shall provide for the County of Suffolk to be a certificate holder and to be notified in writing thirty (30) days prior to any cancellation, nonrenewal or material change. Such certificates, policies and notices shall be mailed to the COLLEGE at its address at the head of this Agreement and a copy to the Suffolk County Office of Insurance and Risk Management, Building 77, North County Complex, Veterans Memorial Highway, Hauppauge, New York 11788, or at such other address of which the COLLEGE shall have given the CONSULTANT notice in writing.

19. INDEMNIFICATION: CONSULTANT shall indemnify and hold harmless the COLLEGE and the COUNTY, its consultants (if any), employees, agents and other persons from and against all losses, claims costs, judgements, liens, encumbrances and expenses, including attorneys' fees, by reason of liability imposed by law for any infringement of any copyright or patent of designs, plans, drawings or specifications resulting from the use or adoption of any designs, plans, drawings or specifications furnished by the CONSULTANT, or for damage because of bodily injury, including death at any time resulting therefrom, sustained by an person or persons, or on account of damage to property, arising out of this Agreement or out of the acts or omissions or negligence of the CONSULTANT, its agents, employees or subcontractors or of other persons, in connection with the services described or referred to in this Agreement, even if such injuries to persons or damage to property are due, or are claimed to be due, to passive negligence of the COUNTY, its employees, agents or subcontractors or other persons excepts only in cases of the COLLEGE's or COUNTY's sole active negligence.

20. SEVERABILITY: It is expressly agreed that if any term or provision of this Agreement, or the application thereof to any person or circumstance, shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby; and every other term and provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law.

21. AGREEMENT SUBJECT TO APPROPRIATION OF FUNDS: It is understood by the parties hereto that this Agreement is made subject to the amount of funds appropriated therefore and any subsequent modifications thereof for the period of this Agreement by the Suffolk County Legislature, and no liability on account thereof shall be incurred by the COLLEGE or the COUNTY beyond the amount of funds appropriated by the aforesaid Legislature for the Program covered by this Agreement.

22. BUDGET DEFICIENCY PLAN: The County Executive may impose a budget deficiency plan subject to certain rights of the COLLEGE. Upon prior written notification from the COLLEGE, the CONSULTANT shall comply with the same restrictions as are imposed on the COLLEGE, copy of which will be furnished with such notification and shall thereupon be deemed to be incorporated by reference in and made part of this Agreement. Payment for services provided by the CONSULTANT prior to written notification of a budget deficiency plan shall not be affected by such restrictions.

23. NONDISCRIMINATION REQUIREMENTS: In accordance with Article 15 of the New York State Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional nondiscrimination provisions, the CONSULTANT shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, disability or marital status.

24. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN:

a. In accordance with Section 312 of the New York State Executive Law,

i. the CONSULTANT will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or Vietnam era status or marital status, 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 of pay or other forms of compensation.

ii. At the request of the COUNTY, the CONSULTANT 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 the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the CONSULTANT's obligations herein; and

iii. the CONSULTANT shall state, in all solicitations or advertisements for employees, that, in the performance of this Agreement, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability , Vietnam era status or marital status.

b. The CONSULTANT shall include the provisions of subparagraphs i, ii and iii above in every subcontract in such a manner that the provisions will be binding upon each subcontractor for all work in connection with this Agreement.

c. The CONSULTANT shall use all good faith efforts to implement the Suffolk County Women and Minority Owned Business Enterprise Program and to solicit active participation by enterprises identified in the Suffolk County Women/Minority Business Enterprise Directory (County W/MBE Directory) as certified women and minority-owned business enterprises.

25. ENTIRE AGREEMENT: It is expressly agreed that this instrument represents the entire agreement of the parties and that all previous understandings are merged in this Agreement.

26. NO MODIFICATIONS: No modifications of this Agreement shall be valid unless written in the form of an Addendum or Amendment signed by both parties.

END OF EXHIBIT A