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Living Shoreline Demonstration Project 2nd Amendment
RECEIVED o - 0 9 C6erk Office of the Town Attorney Town of Southold Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone: 631-765-1939 Facsimile: 631-765-6639 To: Ms. Elizabeth A. Neville, Town Clerk From: Melissa Mirabelli Secretary to the Town Attorney Date: June 16, 2021 Subject: Town of Southold and County of Suffolk Department of Economic Development and Planning 2nd Amendment to Living Shoreline Demonstration Project With respect to the above-referenced matter, I am enclosing the original, fully executed Agreement for your records together with the resolution. If you have any questions regarding the enclosed, please do not hesitate to call me. Thank you. /ms Enclosures cc: Accounting RECEIVED Rev.1-26-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project JUN 16 Second Amendment TOWN ATTORNEY'S OFFICE Second Amendment Town of Southold Living Shoreline Demonstration Project This is the Second Amendment("Second Amendment")of the Contract(Law No. 18-ED-105) ("the Contract')between the County of Suffolk("the County"), a municipal corporation of the State of New York, acting through its duly constituted Department of Economic Development and Planning("the Department'), located at H. Lee Dennison Building, 100 Veterans Memorial Highway,Hauppauge,NY, 11788;and the The Town of Southold("the Contractor"or"Town"),a municipal corporation of the State ofNew York, having an address at 53095 Route 25, Southold,New York 11971. The parties hereto desire to execute this Second Amendment for the Contractorto amend the Project Budget, extend the term of the Contract through September 30,2020,and amend and add contract provisions in compliance with current County requirements. This Second Amendment shall be effective as of September 1,2019. Amended Term of the Contract: October 1, 2017 through September 30, 2020, unless earlier terminated as provided in the Contract. Total Cost of the Contract: Shall not exceed$58,800.00,to be paid as set forth in the Contract,as modified by the First Amendment and this Second Amendment. Terms and Conditions: Shall be as set forth in the Contract,as modified by the First Amendment and this Second Amendment. (Signatures are on the next page) 0066504 Page 1 of 20 • Rev.1-26-2021;Law No.18-ED-105D Town of Southold Living Shoreline Demonstration Project Second Amendment In Witness Whereof,the parties hereto have executed this Second Amendment as of the latest date written below. TOWN OF SOU HOLD COUNTY SU By: Gulf By. Name: Sc.rA kSSe-\\ Lisa M.Black Title: S"A 2cV\S"v- Chief Deputy Cout xec tive Fed.Tax TO:# 11-6001939 Date: l Date 51 tol a0a1 �r- Scott Russell hereby certifies under penalties of perjury that I am an officer of The Approved: Department of F ono Town of Southold, that I have read and I am mic Development and Planning familiar with§A5-8 of Article V of the Suffolk County Code, and that Town meets all By: requirements to qualify for exemption Natalie Wrigh thereunder. Commissioner Date I JZl Name: Date: _ Approved as to Form: Dennis M.Cohen County Attorney By: M MYLLP� Maria L.Nida Assistant County Attorney Date G UNA DA (Q © Page 2 of 20 P , Rev.1-26-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment List of Articles&Exhibits Second Amendment Article I-2020 Amended Terms and Conditions 1. Amended Term of the Contract 2. Total Cost of the Contract 3. Effective Date 4. Amendments 5. Contract Continues,Except as herein Amended Exhibit 1-2020 County Terms and Conditions Exhibit 2-2020 Suffolk County Legislative Requirements Attachment C Suffolk County Resolution No. 1069-2019 Page 3 of 20 i+ , Rev.1-26-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment Article I-2020 Amended Terms and Conditions Whereas, the Town was awarded Suffolk County Water Quality Protection and Restoration Program and Land Stewardship Initiative(WQPRP)funds in the amount of$58,800 for the Living Shoreline Demonstration Project pursuant to Suffolk County Resolution No.774-2016;and Whereas, pursuant to Suffolk County Resolution No. 774-2016, the Suffolk County Legislature authorized the County Executive to enter into an Intermunicipal Agreement with the Town of Southold to conduct the Living Shoreline Demonstration Project;and Whereas, the parties entered into the Contract (Law No. 18-ED-105) for the Living Shoreline Demonstration Project on December 19,2017,with a term of October 1,2017 through December 31,2018;and Whereas,Suffolk County Resolution No.774-2016 provided that the Living Shoreline Demonstration Project be completed within three(3)years of the date of the adoption of the resolution; and Whereas,the parties entered into a First Amendment ofthe Contract("First Amendment")(Law No. 18-ED-105A) to extend the Contract through August 31,2019 so as to allow the Town to complete the Services as modified by the First Amendment, and to add provisions in compliance with current County contracting requirements;and Whereas,Suffolk County Resolution No. 1069-2019(attached hereto as Attachment C)amended Suffolk County Resolution No.774-2016 to permit the completion of the Living Shoreline Demonstration Project by September 30, 2020; and Whereas,the parties desire to extend the Contract through September 30,2020 so as to allow the Town to complete the Services,amend the Project Budget as modified by this Second Amendment,and add provisions in compliance with current County contracting requirements; and Now Therefore,in consideration of the mutual provisions and covenants hereafter set forth,the parties hereto agree as follows: 1. Amended Term of the Contract The Term of the Contract shall be October 1,2017 through September 30, 2020. 2. Total Cost of the Contract The Total Cost of Contract shall remain$58,800.00 as set forth in the Contract and on the first page of this Second Amendment. 3. Effective Date This Second Amendment shall be effective as of September 1,2019. Page 4 of 20 Rev.1-26-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment 4. Amendments a. Paragraph No.4 ofArticle I of the Contract,headed"Project Timeline and Deliverables,"is hereby deleted in its entirety and replaced with the following: a. Task 1: July-August 2018 CCE shall develop and finalize conceptual plans for three different types of living shoreline designs to be installed. CCE shall hold meetings with New York State Department of Environmental Conservation("NYSDEC")personnel to discuss these three options to ensure that they conform to New York State wetland permit specifications. CCE shall apply for permits on behalf of the Town to implement the three living shoreline designs. CCE shall collect and condition ribbed mussels from natural beds in Cedar Beach Creek for spawning use.Adult ribbed mussels will be conditioned in the shellfish hatchery at the SCMELC. This process is expected to take approximately 8 weeks. Deliverable 1: Living Shoreline Designs CCE shall submit to the Town and the County draft conceptual plans forthree different types of living shoreline designs to be installed at the Project Site. The Town and the County shall review and approve the draft conceptual plans,and if necessary,return the plans to CCE with comments and alterations prior to plan approval. b. Task 2: August-September 2018 CCE shall follow up with NYSDEC on the status of permit applications. CCE shall prepare for the fall planting and installation season by acquiring the necessary materials for shoreline installations. CCE shall spawn ribbed mussels at the SCMELC shellfish hatchery,attempt to grow mussel larvae to the point of setting, and set the larval mussels on appropriate media allowing for culture in containment. CCE shall maintain post set larvae in the hatchery through at least the fall.CCE shall collect adult and juvenile ribbed mussels in nearby natural marshes for use in supplementing the hatchery production for the purposes of outplanting. Deliverable 2:Planting and Shellfish Update By the end of November 2018, CCE shall submit to the Town and the County a report including,but not limited to,updates regarding the(i)status of permit applications related to and necessary for the successful completion of the Project,(ii)fall planting and installation season preparations,including items remaining to be completed,and any problems that were encountered or foreseeable problems that may arise,and(iii)progress of the ribbed mussel spawning. C. Task 3: September-November 2018 CCE shall install shoreline structural components (rocks, wood, and geotextiles) for each living shoreline design:CCE shall transplant locally collected and propagated plant material into the structures and adaptively manage the plantings to ensure planting success. Page 5 of 20 Rev.1-26-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment CCE shall continue cultivation of ribbed mussels at the hatchery.Once to adequate size,CCE shall facilitate the attachment of mussels to appropriate substrate that can be transplanted directly into the shoreline structures.This work should take place in July and August with outplanting taking place as early as October,but in some cases the seed mussels will have to be kept over winter. Deliverable 3: Installation and Shellfish Update By the end of November 2018, CCE shall submit to the Town and the County a report including, but not limited to, updates regarding the (i) installation of shoreline structural components,including completed items,items remaining to be completed,and any problems that were encountered or foreseeable problems that may arise,and(ii)progress of the ribbed mussel spawning and transplanting, including an updated timeline for transplanting. d. Task 4: October-November 2018 CCE shall plant nursery grown ribbed mussels into the shoreline structures. The planting of mussel beds will be supplemented with natural and adult mussels from nearby donor meadows as necessary. CCE shall develop collection and transplant protocols for the ribbed mussel for use in future efforts. CCE shall begin monitoring growth and survival of planted mussels and shall continue to monitor shoreline installation. Additional marsh grass plantings shall be added to the site as necessary. Deliverable 4: Installation and Shellfish Update Two By the end of December 2018,CCE shall submit to the Town and the County a report,which shall include,but shall not be limited to, updates regarding the(i)installation of shoreline structural components,including completed items,items remaining to be completed,and any problems that were encountered or foreseeable problems that may arise,(ii)progress of the ribbed mussel spawning and transplanting,including an updated timeline for transplanting and details regarding any mussels obtained from nearby donor meadows,and(iii)monitoring of growth and survival of planted mussels and other installation components. e. Task 5: July 2019-August 2019 CCE shall monitor and document overall success of the three types of living shoreline designs installed and with particular emphasis on growth and survival of plant material and mussels. CCE, in conjunction with the Town, shall prepare a Final Report documenting project successes and challenges. The Report shall provide recommendations and guidance for CCE,the Town,and the County to use for implementation of future living shoreline projects. Deliverable 5: Final Report By September 30,2020, CCE shall submit to the Town and the County a Final Report that shall include,but not be limited to,updates and analysis regarding(i)the permit application Page 6 of 20 r , Rev.1-26-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment process,(ii)the installation of shoreline structural components,including successful tactics and any pitfalls or problems that were encountered during the installation process,and(iii) the spawning and planting of ribbed mussels,including successful tactics and any pitfalls or problems that were encountered during the transplanting process. The Final Report shall also include(iv)a final analysis and summary of the overall success of the three types of living shoreline designs installed,including a particular emphasis on growth and survival of plant material and mussels,and(v)recommendations and guidance for the implantation of future living shoreline projects. The Final Report submitted to the Town and the County is subject to review and approval by the Town and the County. The Town and the County may, at their discretion, provide comments and feedback on the Final Report to CCE,to which CCE will incorporate and re- submit to the Town and the County. This process may be repeated until the Town and the County approves the Final Report. b. Paragraph No. 7.d of Article H of the Contract, headed"Project Budget," is hereby deleted in its entirety and replaced by the following: d. Project Budget Expenditure —T—county Grant Town Match Total Costs Task 1: July-August 2018 Labor $3,000.00 $2,554.50 $5,554.50 Supplies $0.00 $1,000.00 $1,000.00 NYS Permit Fees $2000.00 $0.00 $200.00 Travel $0.00 $0.00 $0.00 Task 1 Sub-Total $3,200.001 $3,554.501 $6,754.50 Task 2: August-September 2018 Labor $16,124.65 $11,527.10 $27,651.75 Supplies $728.28 $6,322.90 $7,051.18 NYS Permit Fees $700.00 $0.00 $700.00 Travel $297.07 $0.00 $297.07 Task 2 Sub-Total $17,850.00 $17,850.00 $35,700.00 Task 3: September-November 2018 Labor $19,968.11 $11,867.04 $31,835.15 Supplies $117.45 $8,258.00 $8,375.45 NYS Permit Fees $0.00 $0.00 $0.00 Travel $39.44 $0.00 $39.44 Task 3 Sub-Total $20,125.00 $20,125.04 $40,250.04 Task 4: October-November 2018 Labor $11,222.07 $7,345.871 $ 18,567.94 Page 7 of 20 Rev.1-26-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment Supplies $1,602.93 $6,250.00 $7,852.93 NYS Permit Fees $0.00 $0.00 $0.00 Travel $0.00 $0.00 $0.00 Task 4 Sub-Total $12,825.00 $13,595.87 $26,420.87 Task 5: July 2019-August 2019 Labor $4,069.20 $2,324.64 $6,393.84 Supplies $614.13 $4,242.00 $4,856.13 NYS Permit Fees $47.65 $0.00 Travel $69.02 $0.00 $0.00 Task 5 Sub-Total $4,800.00 $6,566.64 $11,366.64 Total Project Costs $58,800.00 $61,692.05 $120,492.05 Payment to the Town shall be made upon completion of the entire project and submission of the Final Report.The Town shall submit a Suffolk County Payment Voucher along with documentation for the expenses to be paid for in the "County Grant" column as well the expenses listed in the "Town Match"column to show that the requirement for Town matching funds has been met.The Town must document completion of the entire Project as described in Article I-2020 prior to receiving final payment from the County. C. Exhibit 1-2018 of the Contract shall be deleted in its entirety and replaced with Exhibit 1-2020, entitled "County Terms and Conditions," which is attached to and made part of this Second Amendment. All references in Exhibit 1-2020 to Exhibit 1 shall be deemed to be references to Exhibit 1-2020. d. Exhibit 2-2018 of the Contract shall be deleted in its entirety and replaced with Exhibit 2-2020, entitled "Suffolk County Legislative Requirements" attached to and made part of this Second Amendment. All references in Exhibit 2-2020 to Exhibit 2 shall be deemed to be references to Exhibit 2-2020. 5. Contract Continues,Except as herein Amended Except as amended by this Second Amendment, all other representations, terms and conditions of the Contract, including any and all amendments or budget modifications executed prior to the date hereof,are hereby ratified and confirmed to be full force and effect. End of Text for Article I-2020 Page 8 of 20 Rev.1-19-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment Exhibit 1-2020 b. the Contractor's failure to County Terms and Conditions maintain the amount and types of insurance with an authorized insurer as 1. Elements of Interpretation required by the Contract;or As used throughout the Contract: C. the Contractor's failure to maintain insurance required by the a. Words of the masculine gender shall Contract with an insurer that has mean and include correlative words of the feminine designated the New York Superintendent and neuter genders and words importing the of Insurance as its lawful agent for singular number shall mean and include the plural service of process;or number and vice versa. Words importing persons shall include firms, associations, partnerships The Contractor's failure to c (including limited partnerships), trusts, comply with any Federal,State or local corporations and other legal entities, including law, rule, or regulation, and County policies or directives;or public bodies,as well as natural persons,and shall include successors and assigns. e. The Contractor's bankruptcy b. Capitalized terms used,but not otherwise or insolvency;or defined herein,shall have the meanings assigned to them in the Contract. f. The Contractor's failure to cooperate in an Audit;or 2. Meanings of Terms g. The Contractor's falsification of records or reports,misuse of funds,or As used in the Contract: malfeasance or nonfeasance in financial "Com troller" means the Comptroller of the County of record keeping arising out of, h in P P ty connection with, any contract with the Suffolk. County;or "Contract"means all terms and conditions herein forming all h. The Contractor's failure to rights and obligations of the Contractor and the County. submit, or failure to timely submit, documentation to obtain Federal or State "Contractor" means the signatory person, partnership, funds;or corporation,association or other entity,its officers,officials, employees,agents,servants,sub-contractors,volunteers, and i. The inability of the County or any successor or assign of any one or more of the foregoing the Contractor to obtain Federal or State performing the Services. funds due to any act or omission of the Contractor;or "County"means the County of Suffolk,its departments,and agencies. j. Any condition the County determines,in its sole discretion,that is "County Attorney" means the County Attorney of the dangerous. County of Suffolk. "Federal" means the United States govemment, its "Department"means the signatory department approving the departments and agencies. Contract. "Fund Source"means any direct or indirect sum payable to "Engineering Services"means the definition of the practice the Contractor by the County pursuant to any lawful of engineering and the definition of practice of land obligation. surveying, as the case may be, under Section 7201 and Section 7203 of the State Education Law,respectively. "Legislature" means the Legislature of the County of Suffolk. "Event of Default"means "Services"means all that which the Contractor must do,and a. the Contractor's failure to any part thereof arising out oly or in connection with, the perform any duty required of it under Contract as described in Article I"Description of Services." paragraphs 4 through 7 of this Exhibit 1 of the Contract;or "State"means the State of New York. Page 9 of 20 Rev.1-19-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment "Suffolk County Payment Voucher"means the document C. In the event that the Contractor is not authorized and required by the Comptroller for release of able to perform the Services due to a loss of payment. license,the Contractor shall not be reimbursed for the Services rendered after the effective date of "Term"means the time period set forth on page one of the termination of such license. Without limiting the Contract and,if exercised by the County,the option period. generality of the foregoing, if any part of the Contract remains to be performed, and the 3. Contractor Responsibilities termination of the license does not affect the Contractor's ability to render the Services,every a. It shall be the duty of the Contractor to other term and provision of the Contract shall be discharge, or cause to be discharged, all of its valid and enforceable to the fullest extent permitted responsibilities,and to administer funds received in by law. the interest of the County in accordance with the provisions of the Contract. 6. Documentation of Professional Standards b. The Contractor shall promptly take all The Contractor shall maintain on file, in one action as may be necessary to render the Services. location in Suffolk County, all records that demonstrate that it has complied with paragraphs 4 C. The Contractor shall not take any action and 5 above. The address of the location of the that is inconsistent with the provisions of the aforesaid records and documents shall be provided Contract. to the County no later than the date of execution of the Contract. Such documentation shall be kept, d. Services provided under this Contract maintained, and available for inspection by the shall be open to all residents of the County. County upon twenty-four(24)hours notice. 7. Credentialing 4. Qualifications, Licenses, and Professional Standards a. In the event that the Department,or any division thereof,maintains a credentialing process a. The Contractor represents and warrants to qualify the Contractor to render the Services,the that it has,and shall continuously possess,during Contractor shall complete the required the Term, the required licensing, education, credentialing process. In the event that any State knowledge,experience,and character necessary to credential, registration, certification, or license, qualify it to render the Services. Drug Enforcement Agency registration, or Medicare or Medicaid certification is restricted, b. The Contractor shall continuously have suspended,or temporarily or permanently revoked, during the Term all required authorizations, it is the duty of the Contractor to contact the certificates, certifications, registrations, licenses, Department,or division thereof as the case maybe, permits,and other approvals required by Federal, in writing,no later than three(3)days after such State, County, or local authorities necessary to rection,suspension,or revocation. qualify it to render the Services. b. The Contractor shall forward to the 5. Notifications Department,or division thereof,as the case may be, on or before July 1 of each year during the Term,a a. The Contractor shall immediately notify complete list of the names and addresses of all the County, in writing, of any disciplinary persons providing the Services, as well as their proceedings, commenced or pending, with any respective areas of certification, credentialing, authority relating to a license held by any person registration,and licensing. necessary to qualify him or the Contractor to perform the Services. 8. Engineering Certificate b. In the event that a person is no longer In the event that the Contract requires any licensed to perform the Services,the Contractor Engineering Services,the Contractor shall submit must immediately notify the County, but in no to the County, no later than the due date for event shall such notification be later than five(5) submission for approval of any engineering work days after a license holder has lost the license product, the Certificate of Authorization required to qualify the license holder or the ("Certificate") issued pursuant to § 7210 of the Contractor to perform the Services. New York Education Law, of every person performing any Engineering Services. The failure Page 10 of 20 Rev.1-19-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment to file,submit or maintain the Certificate shall be subparagraph shall survive the expiration grounds for rejection of any engineering work or termination of the Contract product submitted for approval. V.) Nothing contained in this 9. Termination paragraph shall be construed as a limitation on the County's rights set a. Thirty Days Termination forth in paragraphs 5(c) and 15 of this Exhibit 1. The County shall have the right to terminate the Contract without cause, for any 10. Indemnification and Defense reason,at any time,upon such terms and conditions it deems appropriate,provided,however,that no a. The Contractor shall protect,indemnify, such termination shall be effective unless the and hold harmless the County,its agents,servants, Contractor is given at least thirty(30)days notice. officials, and employees from and against all liabilities, fines, penalties, actions, damages, claims, demands, judgments, losses, suits or b. Event of Default; Termination on actions, costs, and expenses caused by the Notice negligence or any acts or omissions of the Contractor,including reimbursement of the cost of i.) The County may immediately reasonable attorneys'fees incurred by the County, terminate the Contract, for cause,upon its agents,servants,officials,and employees in any such terms and conditions it deems action or proceeding arising out of or in connection appropriate,in the Event of Default. with the Contract. ii.) If the Contractor defaults b. The Contractor hereby represents and under any other provision of the warrants that it will not infringe upon any Contract,the County may terminate the copyright in performing the Services. The Contract,on not less than five(5)days Contractor agrees that it shall protect,indemnify, notice,upon such terms and conditions it and hold harmless the County,its agents,servants, deems appropriate. officials, and employees from and against all C. Termination Notice liabilities, fines, penalties, actions, damages, claims, demands, judgments, losses, suits or Any notice providing for termination actions, costs, and expenses arising out of any shall be delivered as provided for in claim asserted for infringement of copyright, paragraph 33 of this Exhibit 1. including reimbursement of the cost of reasonable attorneys'fees incurred by the County,its agents, d. Duties upon Termination servants,officials,and employees in any action or proceeding arising out of or in connection with any i.) The Contractor shall claim asserted for infiingement of copyright. discontinue the Services as directed in G The Contractor shall defend the County, the termination notice. its agents,servants,officials,and employees in any ii.) Subject to any defenses proceeding or action,including appeals,arising out of; or in connection with, the Contract, and any available the County shall pay the copyright infringement proceeding or action. Contractorr for the Services rendered Alternatively,at the County's option,the County through the date of termination. may defend any such proceeding or action and iii.) The County shall be released require the Contractor to pay reasonable attorneys' from any and all liability under the fees or salary costs of County employees of the Contract,effective as of the date of the Department of Law for the defense ofany such suit. termination notice. 11. Insurance iv.) Upon termination, the Contractor shall reimburse the County a. The Contractor shall continuously the balance of any funds advanced to the maintain, during the Term of the Contract, Contractor by the County no later than insurance in amounts and types as follows: thirty(30)days after termination of the Contract. The provisions of this i.) Commercial General Liability insurance, including Page 11 of 20 Rev.1-19-2021;Law No.1S-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment contractual liability coverage, in an certificates, other than a policy for commercial amount not less than Two Million general liability insurance, and upon demand, a Dollars($2,000,000.00)per occurrence true and certified original copy of each such policy for bodily injury and Two Million evidencing compliance with the aforesaid insurance Dollars($2,000,000.00)per occurrence requirements. for property damage. The County shall be named an additional insured. e. In the case of commercial general liability insurance the Contractor shall famish to ii.) Automobile Liability the County,prior to the execution of the Contract,a insurance (if any non-owned or owned declaration page or insuring agreement and vehicles are used by the Contractor in the endorsement page evidencing the County's status performance of the Contract) in an as an additional insured on said policy,and upon amount not less than Five Hundred demand,a true and certified original copy of such Thousand Dollars ($500,000.00) per policy evidencing compliance with the aforesaid person, per accident, for bodily injury insurance requirements. and not less than One Hundred Thousand Dollars ($100,000.00) for f. All evidence of insurance shall provide property damage per occurrence. The for the County to be notified in writing thirty(30) County shall be named an additional days prior to any cancellation, nonrenewal, or insured. material change in the policy to which such evidence relates. It shall be the duty of the iii.) Workers'Compensation and Contractor to notify the County immediately ofany Employer's Liability insurance in cancellation,nonrenewal,or material change in any compliance with all applicable New insurance policy. York State laws and regulations and Disability Benefits insurance,ifrequired g. In the event the Contractor shall fail to by law. The Contractor shall furnish to provide evidence of insurance, the County may the County,prior to its execution of the provide the insurance required in such manner as Contract,the documentation required by the County deems appropriate and deduct the cost the State of New York Workers' thereof from a Fund Source. Compensation Board of coverage or exemption from coverage pursuant to 12. Independent Contractor §§57 and 220 of the Workers' Compensation Law. In accordance with The Contractor is not, and shall never be, General Municipal Law §108, the considered an employee of the County for any Contract shall be void and of no effect purpose. Notwithstanding anything herein, the unless the Contractor shall provide and Contract shall not be construed as creating a maintain coverage during the Term for principal-agent relationship between the County the benefit of such employees as are and the Contractor or the Contractor and the required to be covered by the provisions County,as the case may be. of the Workers'Compensation Law. iv.) Professional Liability 13. Severability insurance in an amount not less than It is expressly agreed that if any tern or provision Two Million Dollars($2,000,000.00)on of the Contract,or the application thereof to any either a per-occurrence or claims-made person or circumstance, shall be held invalid or coverage basis. unenforceable to any extent,the remainder of the Contract, or the application of such tern or b. The County may mandate an increase in provision to persons or circumstances other than the liability limits set forth in the immediately those as to which it is held invalid or preceding paragraphs(I 1)(a)(i),(ii),and(iv). unenforceable,shall not be affected thereby,and every other term and provision ofthe Contract shall C. All policies providing such coverage be valid and shall be enforced to the fullest extent shall be issued by insurance companies authorized permitted by law. to do business in New York with an A.M. Best rating of A-or better. 14. Merger;No Oral Changes d. The Contractor shall furnish to the It is expressly agreed that the Contract represents County, prior to the execution of the Contract, the entire agreement of the parties and that all declaration pages for each policy of insurance and Page 12 of 20 a Rev.1-19-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment previous understandings are herein merged in the impairing the Contract with respect to individuals Contract. No modification of the Contract shall be of a particular race, creed,color,national origin, valid unless in written form and executed by both sex, age, disability, sexual orientation, military parties. status,or marital status,in determining: 15. Set-Off Rights i.) the Services to be provided, or The County shall have all of its common law, ii.) the class of individuals to equitable, and statutory rights of set-off. These whom, or the situations in which, the rights shall include, but not be limited to, the Services will be provided;or County's option to withhold from a Fund Source an amount no greater than any moneys due and iii•) the class afforded an opportunity individuals to be u owing to the County for any reason. The County ity to receive the Services. shall exercise its set-off rights subject to approval by the County Attorney. In cases of set-off pursuant to a Comptroller's audit,the County shall 17. Nonsectarian Declaration only exercise such right after the finalization thereof,and only after consultation with the County The Services performed under the Contract are Attorney. secular in nature. No funds received pursuant to the Contract shall be used for sectarian purposes or 16. Non-Discrimination in Services to further the advancement of any religion. The Services will be available to all eligible individuals a. The Contractor shall not,on the grounds regardless of religious belief or affiliation. of race, creed, color, national origin, sex, age, disability, sexual orientation, military status, or 18. Governing Law marital status: i.) deny any individual the The Contract shall be governed by and construed in Services provided pursuant to the accordance with the laws ofthe State ofNewYork, Contract;or without regard to conflict of laws. Venue shall be designated in the Supreme Court,Suffolk County, ii.) provide the Services to an the United States District Court for the Eastern individual that is different,or provided District of New York,or,if appropriate,a court of in a different manner, from those inferior jurisdiction in Suffolk County. provided to others pursuant to the Contract;or 19. No Waiver iii.) subject an individual to segregation or separate treatment in any It shall not be construed that any failure or matter related to the individual's receipt forbearance of the County to enforce any provision of the Services provided pursuant to the of the Contract in any particular instance or Contract;or instances is a waiver of that provision. Such provision shall otherwise remain in full force and iv.) restrict an individual in any effect, notwithstanding any such failure or way from any advantage or privilege forbearance. enjoyed by others receiving the Services provided pursuant to the Contract;or 20. Conflicts of Interest V.) treat an individual differently from others in determining whether or The Contractor shall not,during the Term,pursue a not the individual satisfies any eligibility course of conduct which would cause a reasonable or other requirements or conditions person to believe that he or she is likely to be which individuals must meet order to engaged in acts that create a substantial conflict receive the Services provided pursuant to between its obligations under the Contract and its the Contract. private interests. The Contractor is charged with the duty to disclose to the County the existence of b. The Contractor shall not utilize criteria or any such adverse interests, whether existing or methods of administration which have the effect of potential. This duty shall continue as long as the subjecting individuals to discrimination because of Term. The determination as to whether or when a their race,creed, color,national origin,sex,age, conflict may potentially exist shall ultimately be disability, sexual orientation, military status, or made by the County Attorney after full disclosure marital status,or have the effect of substantially is obtained. Page 13 of 20 Rev.1-19-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment purchase of partnership interests by 21. Cooperation on Claims existing partners,by the partnership itself or the immediate family members by The Contractor and the County shall render reason of gift, sale or devise), or the diligently to each other,without compensation,any dissolution of the partnership without and all cooperation that may be required to defend immediate reconstitution thereof,and the other party, its employees and designated representatives against any claim,demand or action ii.) if the Contractor is a closely held that may be brought against the other party, its corporation(i.e.whose stock is not publicly employees or designated representatives arising out held and not traded through an exchange or of,or in connection with,the Contract. over the counter), 22. Confidentiality 1. the dissolution, merger,consolidation or other Any document of the County, or any document reorganization of the created by the Contractor and used in rendering the Contractor, Services,shall remain the property of the County 2. the sale or other and shall be kept confidential in accordance with applicable laws,rules,and regulations. transfer of twenty percent (20%)or more of the shares of the Contractor(other than to 23. Assignment and Subcontracting existing shareholders, the corporation itself or the a. The Contractor shall not delegate its immediate family members of duties under the Contract, or assign, transfer, shareholders by reason of gift, convey,subcontract,sublet,or otherwise dispose of sale or devise). the Contract, or any of its right, title or interest therein, or its power to execute the Contract, or b. If the Contractor is a not-for-profit assign all or any portion of the moneys that may be corporation,a change of twenty percent(20%)or due or become due hereunder,(collectively referred more of its shares or members shall be deemed a to in this paragraph 23 as"Assignment"),to any Permitted Transfer. other person, entity or thing without the prior written consent of the County,and any attempt to C. The Contractor shall notify the County in do any of the foregoing without such consent shall writing,which notice(the"Transfer Notice")shall be void ab initio. include: b. Such Assignment shall be subject to all L) the proposed effective date of of the provisions of the Contract and to any other the Permitted Transfer,which shall not condition the County requires. No approval of any be less than thirty(30) days nor more Assignment shall be construed as enlarging any than one hundred eighty(180)days after obligation of the County under the terms and the date of delivery of the Transfer provisions of the Contract. No Assignment of the Notice; Contract or assumption by any person of any duty of the Contractor under the Contract shall provide ii.) a summary of the material for, or otherwise be construed as, releasing the terms of the proposed Permitted Contractor from any term or provision of the Transfer Contract. iii.) the name and address of the 24. Changes to Contractor proposed transferee, a. The Contractor may,from time to time, iv.) such information reasonably with the County's consent,enter into a Permitted required by the County, which will Transfer. For purposes of the Contract,a Permitted enable the County to determine the Transfer means: financial responsibility, character, and reputation of the proposed transferee, L) if the Contractor is a nature of the proposed partnership, the withdrawal or change, assignee/transferee's business and voluntary,involuntary or by operation of experience; law, of the partners, or transfer of partnership interests (other than the v.) all executed forms required Page 14 of 20 Rev.1-19-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment pursuant to Exhibit 2 of the Contract, that are required to be submitted by the 27. Publications Contractor;and Any book,article,report,or other publication related to the Vi.) such other information as the Services provided pursuant to this Contract shall contain the County may reasonably require. following statement in clear and legible print: d. The County agrees that any request for its "This publication is fully or partially funded by the consent to a Permitted Transfer shall be granted County of Suffolk" provided that the transfer does not violate any provision of the Contract,and the transferee has 28. Copyrights and Patents not been convicted of a criminal offense as described under Article II of Chapter 189 of the a. Copyrights Suffolk County Code. The County shall grant or deny its consent to any request of a Permitted Any and all materials generated by or on behalf of Transfer within twenty(20)days after delivery to the Contractor while performing the Services (including, the County of the Transfer Notice,in accordance without limitation,designs,images,video,reports,analyses, with the provisions of Paragraph 33 of this Exhibit manuals,films,tests,tutorials,and any other workproduct of 1 of the Contract. If the County shall not give any kind)and all intellectual property rights relating thereto written notice to the Contractor denying its consent ("Work Product")are and shall be the sole property of the to such Permitted Transfer(and setting forth the County. The Contractor hereby assigns to the County its basis for such denial in reasonable detail)within entire right,title and interest,if any,to all Work Product,and such 20-day period, then the County shall be agrees to do all acts and execute all documents,and to use its deemed to have granted its consent to such best efforts to ensure that its employees, consultants, Permitted Transfer. subcontractors,vendors and agents do all acts and execute any documents,necessary to vest ownership in the County of e. Notwithstanding the County's consent, any and all Work Product. The Contractor may not secure copyright protection. The County reserves to itself,and the i.) the terms and conditions ofthe Contractor hereby gives to the County, and to any other Contract shall in no way be deemed to person designated by the County, consent to produce, have been waived or modified,and reproduce, publish, translate, display or otherwise use the Work Product. This paragraph shall survive any completion, ii.) such consent shall not be expiration or termination of this Contract. deemed consent to any firrther transfers. The County shall be deemed to be the author of all 25. No Intended Third Party Beneficiaries the Work Product. The Contractor acknowledges that all Work Product shall constitute`work made for hire"under the The Contract is entered into solely for the benefit U.S.copyright laws. To the extent that any Work Product of the County and the Contractor. No third party does not constitute a`work made for hire,"the Contractor shall be deemed a beneficiary of the Contract and hereby assigns to the County all right, title and interest, no third party shall have the right to make any including the right,title and interest to reproduce,edit,adapt, claim or assert any right under the Contract. modify or otherwise use the Work Product, that the Contractor may have or may hereafter acquire in the Work 26. Certification as to Relationships Product,including all intellectual property rights therein,in any manner or medium throughout the world in perpetuity The Contractor certifies under penalties of perjury without compensation. This includes,but is not limited to, that,other than through the funds provided in the the right to reproduce and distribute the Work Product in Contract and other valid agreements with the electronic or optical media,or in CD-ROM,on-line or similar County, there is no known spouse, life partner, format. business, commercial, economic, or financial relationship with the County or its elected officials. b. Patents The Contractor also certifies that there is no relationship within the third degree of If the Contractor develops, invents, designs or consanguinity,between the Contractor,any of its creates any idea,concept,code,processes or other work or partners, members, directors, or shareholders materials during the Term, or as a result of any Services owning five percent (5%o) or more of the performed under the Contract ("patent eligible subject Contractor, and the County. The foregoing matter"), it shall be the sole property of the County. The certification shall not apply to a contractor that is a Contractor hereby assigns to the County its entire right,title municipal corporation or a government entity. and interest,if any,to all patent eligible subject matter,and agrees to do all acts and execute all documents,and to use its Page 15 of 20 Rev.1-19-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment best efforts to ensure that its employees, consultants, exceed$100,000) as required by Federal regulations, and subcontractors,vendors and agents do all acts and execute shall promptly advise the County of any material change in any documents,necessary to vest ownership in the County of any of the information reported on such Certification, and any and all patent eligible subject matter. The Contractor shall otherwise comply with,and shall assist the County in may not apply for or secure for itself patent protection. The complying with, said regulations as now in effect or as County reserves to itself,and the Contractor hereby gives to amended during the term of this Contract. the County, and to any other person designated by the County, consent to produce or otherwise use any item so 33. Notice discovered and/or the right to secure a patent for the discovery or invention. This paragraph shall survive any Unless otherwise expressly provided herein,all notices shall completion,expiration or termination of this Contract. be in writing and shall be deemed sufficiently given ifsent by regular first class mail and certified mail, or personally 29. Arrears to County delivered during business hours as follows: 1.) to the Contractor at the address on page I of the Contract and 2.)to The Contractor warrants that, except as may otherwise be the County at the Department,or as to either of the foregoing, authorized by agreement, it is not in arrears to the County to such other address as the addressee shall have indicated by upon any debt,contract,or any other lawful obligation,and is prior written notice to the addressor. All notices received by not in default to the County as surety. the Contractor relating to a legal claim shall be immediately sent to the Department and also to the County Attorney at 100 30. Lawful Hiring of Employees Law in Connection Veterans Memorial Highway,P.O.Box 6100,(Sixth Floor), with Contracts for Construction or Future Hauppauge,New York,11788-0099. Construction In the event that the Contract is subject to the Lawful Hiring End of Text for Exhibit 1-2020 of Employees Law of the County of Suffolk,Suffolk County Code Article II of Chapter 353, as more fully set forth in Exhibit 2 entitled "Suffolk County Legislative Requirements," the Contractor shall maintain the documentation mandated to be kept by this law on the construction site at all times. Employee sign-in sheets and register/log books shall be kept on the construction site at all times and all covered employees,as defined in the law,shall be required to sign such sign-in sheets/register/log books to indicate their presence on the construction site during such working hours. 31. Record Retention The Contractor shall retain all accounts,books,records,and other documents relevant to the Contract for seven(7)years after final payment is made by the County. Federal,State, and/or County auditors and any persons duly authorized by the County shall have full access and the right to examine any of said materials during said period. 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. Without limiting the generality of the foregoing, records directly related to contract expenditures shall be kept for a period often(10)years because the statute of limitations for the New York False Claims Act(New York False Claims Act §192)is ten(10)years. 32. Certification Regarding Lobbying Together with this Contract and as a condition precedent to its execution by the County, the Contractor shall have executed and delivered to the County the Certification Regarding Lobbying (if payment under this Contract may Page 16 of 20 Rev.1-19-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment authority, under appropriate circumstances, to Exhibit 2 terminate the Contract and to seek other remedies Suffolk County Legislative Requirements as set forth therein,for violations of this Law. NOTE: THE CONTRACTOR'S COMPLETED Required Forms: LEGISLATIVE REQUIREMENTS FORMS REFERENCED HEREIN ARE AVAILABLE ON FILE Suffolk County Living Wage Form DOL-LW-1/38 AT THE DEPARTMENT NAMED ON THE (Revised 8/2017) entitled "Suffolk County SIGNATURE PAGE OF THIS CONTRACT. Department of Labor, LICENSING & CONSUMER AFFAIRS —Notice of Application 1. Contractor's/Vendor's Public Disclosure for County Compensation-LIVING WAGE Statement CERTIFICATION/DECLARATION-SUBJECT TO AUDIT." It shall be the duty of the Contractor to read, become familiar with, and comply with the 3. Use of County Resources to Interfere with requirements of section A5-8 of Article V of the Collective Bargaining Activities Suffolk County Code. It shall be the duty of the Contractor to read, become familiar with, and comply with the Unless certified by an officer of the Contractor as requirements of Article I of Chapter 803 of the being exempt from the requirements of section A5- Suffolk County Code. 8 of Article V of the Suffolk County Code,the Contractor represents and warrants that it has filed County Contractors(as defined by section 803-2) with the Comptroller the verified public disclosure shall comply with all requirements of Chapter 803 statement required by Suffolk County of the Suffolk County Code, including the Administrative Code Article V,Section A5-8 and following prohibitions: shall file an update of such statement with the Comptroller on or before the 31 st day of January in a. The Contractor shall not use County each year of the Contract's duration. The funds to assist,promote,or deter union Contractor acknowledges that such filing is a organizing. material,contractual and statutory duty and that the failure to file such statement shall constitute a b. No County funds shall be used to material breach of the Contract, for which the reimburse the Contractor for any costs County shall be entitled,upon a determination that incurred to assist, promote, or deter such breach has occurred,to damages,in addition union organizing. to all other legal remedies,of fifteen percent(15%) of the amount of the Contract. C. No employer shall use County property to hold a meeting with employees or Required Form: supervisors if the purpose of such Suffolk County Form SCEX 22; entitled meeting is to assist,promote, or deter "Contractor's/Vendor's Public Disclosure union organizing. Statement" If the Services are performed on County property, 2. Living Wage Law the Contractor must adopt a reasonable access agreement, a neutrality agreement, fair It shall be the duty of the Contractor to read, communication agreement, non-intimidation become familiar with, and comply with the agreement, and a majority authorization card requirements of Chapter 575,ofthe Suffolk County agreement. Code. If the Services are for the provision of human This Contract is subject to the Living Wage Law of services and are not to be performed on County the County of Suffolk. The law requires that, property,the Contractor must adopt,at the least,a unless specific exemptions apply,all employers(as neutrality agreement defined)under service contracts and recipients of County financial assistance, (as defined) shall Under the provisions of Chapter 803,the County provide payment of a minimum wage to employees shall have the authority, under appropriate as set forth in the Living Wage Law. Such rate circumstances, to terminate the Contract and to shall be adjusted annually pursuant to the terms of seek other remedies as set forth therein, for the Suffolk County Living Wage Law of the violations of this Law. County of Suffolk. Under the provisions of the Living Wage Law, the County shall have the Page 17 of 20 Rev.1-19-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment Required Form: lease or other financial compensation agreement Suffolk County Labor Law Form DOL-LOI; between the covered employer and the County;and entitled"Suffolk County Department of Labor— shall be made available to the public upon request. Labor Mediation Unit Union Organizing Certification/Declaration-Subject to Audit." An updated affidavit shall be submitted by each such employer, owner, contractor and 4. Lawful Hiring of Employees Law subcontractor no later than January 1 of each year for the duration of any contract and upon the It shall be the duty of the Contractor to read, renewal or amendment of the Contract, and become familiar with, and comply with the whenever a new contractor or subcontractor is requirements of Article H of Chapter 353 of the hired under the terms of the Contract. Suffolk County Code. The Contractor acknowledges that such filings are This Contract is subject to the Lawful Hiring of a material,contractual and statutory duty and that Employees Law of the County of Suffolk. It the failure to file any such statement shall provides that all covered employers,(as defined), constitute a material breach of the Contract. and the owners thereof,as the case maybe,that are recipients of compensation from the County Under the provisions of the Lawful Hiring of through any grant, loan, subsidy, funding, Employees Law, the County shall have the appropriation, payment, tax incentive, contract, authority to terminate the Contract for violations of subcontract, license agreement, lease or other this Law and to seek other remedies available under financial compensation agreement issued by the the law. County or an awarding agency, where such compensation is one hundred percent (100%) The documentation mandated to be kept by this law funded by the County, shall submit a completed shall at all times be kept on site. Employee sign-in sworn affidavit(under penalty of perjury),the form sheets and register/log books shall be kept on site of which is attached, certifying that they have at all times during working hours and all covered complied,in good faith,with the requirements of employees,as defined in the law,shall be required Title 8 of the United States Code Section 1324a to sign such sign-in sheets/register/log books to with respect to the hiring of covered employees(as indicate their presence on the site during such defined) and with respect to the alien and working hours. nationality status of the owners thereof. The affidavit shall be executed by an authorized Required Forms: representative of the covered employer or owner,as the case may be; shall be part of any executed "SUFFOLK COUNTY DEPARTMENT OF contract,subcontract,license agreement,lease or LABOR,LICENSING,&CONSUMERAFFAIRS other financial compensation agreement with the — NOTICE OF APPLICATION TO CERTIFY County;and shall be made available to the public COMPLIANCE WITHFEDERALLAW(8 U.S.C. upon request. SECTION 1324A) WITH RESPECT TO LAWFUL HIRING OF EMPLOYEES, Suffolk All contractors and subcontractors(as defined)of County Code,Chapter 353(2006)"DOL-LHE 1/2 covered employers,and the owners thereof,as the (REVISED 8/2017). case may be,that are assigned to perform work in connection with a County contract, subcontract, 5. Gratuities license agreement, lease or other financial compensation agreement issued by the County or It shall be the duty of the Contractor to read, awarding agency,where such compensation is one become familiar with, and comply with the hundred,percent(100%) funded by the County, requirements of Chapter 664 of the Suffolk County shall submit to the covered employer a completed Code. sworn affidavit(under penalty of perjury),the form of which is attached, certifying that they have The Contractor represents and warrants that it has complied,in good faith,with the requirements of not offered or given any gratuity to any official, Title 8 of the United States Code Section 1324a employee or agent of the County or the State or of with respect to the hiring of covered employees and any political party,with the purpose or intent of with respect to the alien and nationality status of securing an agreement or securing favorable the owners thereof, as the case may be. The treatment with respect to the awarding or amending affidavit shall be executed by an authorized of an agreement or the making of any representative of the contractor,subcontractor,or determinations with respect to the performance of owner, as the case may be; shall be part of any an agreement. executed contract,subcontract,license agreement, Page 18 of 20 Rev.1-19-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment 6. Prohibition Against Contracting with Corporations that Reincorporate Overseas 10. Youth Sports It shall be the duty of the Contractor to read, It shall be the duty of the Contractor to read, become familiar with, and comply with the become familiar with,and comply with Article III requirements of sections A4-13 and A4-14 of of Chapter 730 of the Suffolk County Code. Article IV of the Suffolk County Code. All contract agencies that conduct youth sports The Contractor represents that it is in compliance programs are required to develop and maintain a with sections A4-13 and A4-14 ofArticle IV ofthe written plan or policy addressing incidents of Suffolk County Code. Such law provides that no possible or actual concussion or other head injuries contract for consulting services or goods and among sports program participants.Such plan or services shall be awarded by the County to a policy must be submitted prior to the award of a business previously incorporated within the U.S.A. County contract,grant or funding. Receipt of such that has reincorporated outside the U.S.A. plan or policy by the County does not represent approval or endorsement of any such plan or 7. Child Sexual Abuse Reporting Policy policy, nor shall the County be subject to any liability in connection with any such plan or policy. It shall be the duty of the Contractor to read, become familiar with, and comply with the 11. Work Experience Participation requirements of Article II of Chapter 880 of the Suffolk County Code. If the Contractor is anot-for-profit or governmental agency or institution, each of the Contractor's The Contractor shall comply with Article II of locations in the County at which the Services are Chapter 880,of the Suffolk County Code,entitled provided shall be a work site for public-assistance "Child Sexual Abuse Reporting Policy,"as now in clients of Suffolk County pursuant to Chapter 281 effect or amended hereafter or of any other Suffolk of the Suffolk County Code at all times during the County Local Law that may become applicable Term of the Contract. If no Memorandum of during the term of the Contract with regard to child Understanding("MOU")with the Suffolk County sexual abuse reporting policy. Department of Labor for work experience is in effect at the beginning of the Term of the Contract, 8. Non Responsible Bidder the Contractor, if it is a not-for-profit or governmental agency or institution,shall enter into It shall be the duty of the Contractor to read, such MOU as soon as possible after the execution become familiar with, and comply with the of the Contract and failure to enter into or to requirements of Article II of Chapter 189 of the perform in accordance with such MOU shall be Suffolk County Code. deemed to be a failure to perform in accordance with the Contract, for which the County may Upon signing the Contract,the Contractor certifies withhold payment, terminate the Contract or that it has not been convicted of a criminal offense exercise such other remedies as may be appropriate within the last ten (10) years. The term in the circumstances. "conviction"shall mean a finding of guilty after a trial or a plea of guilty to an offense covered under 12. Safeguarding Personal Information of section 189-5 of the Suffolk County Code under Minors "Nonresponsible Bidder." It shall be the duty of the Contractor to read, 9. Use of Funds in Prosecution of Civil Actions become familiar with, and comply with the Prohibited requirements of Suffolk County Local Law No.20- 2013, a Local Law to Safeguard the Personal It shall be the duty of the Contractor to read, Information of Minors in Suffolk County. become familiar with, and comply with the All contract agencies that provide services to requirements of Article III of Chapter 893 of the minors are required to protect the privacy of the Suffolk County Code. minors and are strictly prohibited from selling or otherwise providing to any third party, in any The Contractor shall not use any of the moneys,in manner whatsoever, the personal or identifying part or in whole,and either directly or indirectly, received under the Contract in connection with the information of any minor participating in their prosecution of any civil action against the County programs. in any jurisdiction or any judicial or administrative forum. Page 19 of 20 Rev.1-19-2021;Law No.18-ED-105B Town of Southold Living Shoreline Demonstration Project Second Amendment 13. Contract Agency Performance Measures and Reporting Requirements It shall be the duty of the Contractor to read, become familiar with, and comply with the requirements of Suffolk County Local Law No.41- 2013, a Charter Law to Implement Performance Measurement to Increase Accountability and Enhance Service Delivery by Contract Agencies (Article VIII of Chapter 189 ofthe Suffolk County Code). All contract agencies having a contract in excess of $50,000 shall cooperate with the contract's administering department to identify the key performance measures related to the objectives of the service the contract agency provides and shall develop an annual performance reporting plan.The contract agency shall cooperate with the administering department and the County Executive's Performance Management Team to establish working groups to identify appropriate performance indicators for monthly evaluation of the contract agency's performance measures. 14. Suffolk County Local Laws Website Address Suffolk County Local Laws,Rules and Regulations can be accessed on the homepage of the Suffolk County Legislature. 15. Suffolk County Code of Ethics As required by Suffolk County Standard Operating Procedure A-06, the following is a link to the Suffolk County Ethics Booklet,which contains the provisions of the Suffolk County Code of Ethics: bgp://www.suffolkcountyny.gov/Portals/O/Board ofethics/Code%20of%20Ethics%20Booklet%20- %20New0/o20Revised0/620May%202017.pdf End of Text for Exhibit 2-2020 Page 20 of 20 Intro. Res. No. 1915-2019 Laid on Table 10/2/2019 Introduced by Presiding Officer, on request of the County Executive RESOLUTION NO. 1069 -2019, AMENDING RESOLUTION NO. 774-2016 IN CONNECTION WITH A LIVING SHORELINE DEMONSTRATION PROJECT WITHIN THE TOWN OF SOUTHOLD (CP 8710.417) WHEREAS, the Suffolk County Water Quality Protection and Restoration Program and Land Stewardship Initiative Review Committee, pursuant to Article XII of the SUFFOLK COUNTY CHARTER has recommended funding a living shoreline demonstration project within the Town of Southold at its March 13, 2015 meeting as an appropriate use of Suffolk County Water Quality Protection and Restoration Program and Land Stewardship Initiative funds; and WHEREAS, the Suffolk County Department of Economic Development and Planning has sponsored the living shoreline demonstration project within the Town of Southold, in accordance with Article XII of the SUFFOLK COUNTY CHARTER; and WHEREAS, the Town of Southold has also committed by Town Board Resolution No. 2016-639 to provide matching project funds to be no less than either$58,800 or one half the cost of the project, whichever is less; and WHEREAS, on August 29, 2019 the Town of Southold requested an extension on the deadline to complete this project since the project has been delayed due to timing of executing a subcontract for the design and installation of the living shoreline demonstration project; and WHEREAS, the Peconic Estuary Program (PEP) through the Suffolk County Department of Health Services has executed a separate contract through September 30, 2020 for a complimentary project that will expand on the implementation area at the project site and will implement a Quality Assurance Project Plan for comprehensive monitoring of the combined demonstration projects' outcomes and successes; and WHEREAS, this project which is now a portion of a larger and comprehensive project shall be extended to coincide with the date of completion of the PEP Expansion and Monitoring of the Town of Southold Living Shoreline Demonstration Project Contract on September 30, 2020; now, therefore be it 1St RESOLVED, that the 111 WHEREAS of adopted Resolution No. 774-2016 approved on September 9, 2016 be amended as follows: WHEREAS, the project will be completed [within three years of the date of adoption of this Resolution] by September 30, 2020; and and be it further 2nd RESOLVED, that this Legislature, being the lead agency under SEQRA, Environmental Conservation Law Article 8, hereby finds and determines that this resolution constitutes a Type II action, pursuant to Section 617.5 (c) (24), (26), (27) and (33) of Title 6 of the NYCRR and within the meaning of Section 8-0109 (2) of the New York Environmental r Conservation Law as a promulgation of regulations, rules, policies, procedures, and Legislative decisions in connection with continuing agency administration, management and information collection, and the Suffolk County Council on Environmental Quality(CEQ) is hereby directed to circulate any appropriate SEQRA notices of determination of non-applicability or non- significance in accordance with this resolution; and be it further 3rd RESOLVED, that this project will receive a new completion date of September 30 2020, to coincide with the completion of the PEP Expansion and Monitoring of the Town of Southold Living Shoreline Demonstration Project Contract. [ ] Brackets denote deletion of existing language _Underlining denotes addition of new language DATED: November 26, 2019 APPROVED BY: /s/Steven Bellone County Executive of Suffolk County Date: December 05, 2019 2