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RESOLUTION 2022-473
* ADOPTED DOCID: 18139
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO,202x-473 WAS
ADOPTED AT TIM REGULAR MELTING OI+THE SOUTHOLD TOWN BOARD ON
MAY 24,2022:
PXSOLVLD that the Town Board of the Town of Southold herby authorizes and directs
Supervisor Scott Russell to enter Into an agme tt with Peconic Estuary Pameml'iip for a three
phased contribution sourced from General Fund for various water quality projects in
coordinationwith the other of the five mstem towns, Tine Contdbutioris are to be$24,500.00 for
year one,$36,750.00 for year two,and$49,000,00 foryesr fine'for a total of$110=00,
funded from budget line A.1010.4.500.300(Town Board,Environmental CS—),and subject to
the approval of the Town Attomey.
Deals Noucarriaw
Southold Towne Clerk
ItMLT: ADOPTED[UNANIMOUS)
MOVER.* Sarah R.Nam Councilwoman
SECONDER:Louisa P.Evans,Justice
AYES: Nappa,DorosK Mealy,Doherty,Evans,Russell
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RECEIVED
SEP 2 3 2022
a
�y� • a��� Southold Town Clerk
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
MEMORANDUM
To: Denis Noncarrow, Town Clerk
From: Missy Mirabelli
Secretary to the Town Attorney
Date: September 21, 2022
Subject: Agreement with Town of Southold and Stony Brook University
as fiscal manager for Peconic Estuary Partnership
With respect to the above-referenced matter, I am enclosing the original
Agreement fully executed. Resolution and insurance are attached as well.
If you have any questions regarding the enclosed, please do not hesitate to call
me. Thank you.
/mm
Enclosures
Cc: Accounting
AGREEMENT
THIS AGREEMENT, entered into thisq�'d'ay of�2022, by and between the Town of
Southold,New York ("the Town"), a municipal corporation organized and existing under the laws of
the State of New York with offices at 53095 Main Road, Southold, New York, and The Research
Foundation for The State University of New York, acting on behalf of Stony Brook University, and
as the fiscal administrator for the Peconic Estuary Partnership ("PEP") (the "Contractor"), with an
address of W5510 Melville Library,-Stony Brook University,Stony Brook,New York 11794-3362;
WITNESSETH, that the Town and the Contractor, for the consideration hereinafter named,
agree as follows:
ARTICLE 1. WORK TO BE DONE AND CONSIDERATION THEREFOR
The Contractor shall conduct the water quality improvement projects in coordination with the
five Eastern Towns.
The Town Board of the Town of Southold, by Town Board Resolution No. 2022473, recited
herein,authorized a funding award in.the'amount of One Hundred Ten Thousand Two Hundred Fifty
Dollars ($110,250.00) for purposes of the operation of PEP, in accordance with the details of the
resolution and Exhibit "A" attached hereto and made a part hereof, detailing certain operating
expenses and tasks to be completed by Contractor.
ARTICLE 2. TIME OF COMPLETION
The services to be rendered under'this Agreement shall be for a three (3) year period from
January 1,2021.
ARTICLE 3. ACCEPTANCE AND FINAL PAYMENT
The total authorized funding for this project is$110,250.00. Payment of the authorized amount
shall be set in stages upon completion of work and proper reporting:
Payment No. 1: $24,500.00 For the 2021 term upon initial signing of the agreement
Payment No.2: $36,750.00 For the 2022 term upon initial signing of the agreement
Payment No.3: $49,000.00 For the 2023 term on or about Jan. 1,2023
y TOTAL: $110,250.00
The Town shall pay the Contractonupon the submission of a voucher at the beginning of each
yearly term, as approved by the Town's.project coordinator. Such voucher shall be due and payable
within 45 days after receipt of such voucher,.but such sum shall not be due and payable by the Town
until the Town Board of the Town has received such a voucher and has audited and approved for
payment the voucher to be submitted by Contractor in connection therewith.
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The Town Board shall process any voucher received from Contractor as expeditiously as
possible. In the event that the Town.disputes or objects to any portion of any voucher submitted by
Contractor pursuant to this paragraph,the Town shall, within 30 days of the receipt of such voucher,
notify Contractor in writing of such dispute or objection. Contractor acknowledges that Contractor
is familiar with the requirements of section 118 of the Town Law which, in effect,prohibit payment
of any of Contractor's claims against the Town unless an itemized voucher therefore shall have been
presented to the Town Board or Town Comptroller and shall have been audited and allowed by the
Town Board or Town Comptroller.
The acceptance by the Contractor of the final payment shall be, and shall operate as a release to
the Town from all claims and all liabilities to the Contractor for all the things done or furnished in
connection with this work and for every act and neglect of the Town and others relating to or arising
out of, this Contract, except Contractor's claims for interest upon the final payment, if this payment
be improperly delayed. No payment, however final or otherwise, shall operate to release the
Contractor or its sureties from any obligations under this Contract.
ARTICLE 4. CHANGES TO THE AGREEMENT AND EXTRA WORK
(a) The Town is under no obligation whatsoever to provide any additional funds beyond
those provided under this-Agreement to any vendor for any services required to
complete the proposed work that are beyond the funding amount identified herein. The
Contractor agrees to pay any overages or contingencies that may arise as part of the
proposed project. Funds encumbered but not expended as part of any project will be re-
allocated back to the Town's Community Preservation Fund.
ARTICLE 5: CONTRACTOR'S OBLIGATIONS
(a) The Contractor agrees to comply with all applicable Federal, State and local laws,
regulations,procedures, and orders with respect to the use of the funding provided by this
award.
(b) The Town shall have the responsibility and the authority to evaluate the program covered
by this Agreement and to. take whatever action it deems necessary to ensure the
satisfactory application of the funds allotted. The Town reserves the right to suspend,
revise,or withhold funds in whole or part for reasons of non-compliance within the terms
and provisions of this Agreement.
(c) The Contractor shall provide on or before December 31, 2022 a report or presentation
regarding work completed,to improve local and/or regional water quality during the
contract period to the Town Board and/or the CPF Water Quality Technical Advisory
Committee (WQTAC). Failure to provide this report or presentation may result in the
Town determining it shall no longer fund the Contractor for the purposes set forth in this
Agreement. Contractor shall cooperate fully with State auditors, the Town or with any
' independent auditor retained by the Town in relinquishing any books or records
maintained by Contractor that New York State,the Town of Southold, or their respective
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auditors seek to review or inspect. In the event that any such review or audit concludes
that any portion of the proceeds provided by the Town in conjunction with this
Agreement have been used by Contractor, its management, employees or its agents for
purposes which are not authorized under this Agreement, Contractor shall refund to the
Town an amount equal to the-amount found by the review or audit to have been utilized
for unauthorized purposes
ARTICLE 6. CONTRACTOR'S INSURANCE
The Contractor shall not commence work under this Agreement until it has obtained all
insurance required under this paragraph and such insurance has been approved by the Town.
(a) Compensation Insurance: The Contractor shall take out and maintain during the fife of
this Agreement Workers' Compensation Insurance, as required by applicable law.
(b) Insurance:The Contractor.shall take out and maintain during the life of this Agreement
such General Liability insurance to include bodily injury and injury to property in the
amount of $1,000,000 per occurrence, the Accord form is acceptable to evidence the
liability coverage.
The Contractor shall furnish the above insurances-to-the Town and shall also name the Town as
an additional named insured in said policies.
ARTICLE 7. REPRESENTATIONS OF CONTRACTOR
The Contractor represents and certifies that it is familiar with all federal, state, municipal and
department laws, ordinances and-regulations which may in any way affect the work or those
employed therein.
ARTICLE 8. NO DAMAGES FOR DELAY
Should the Contractor be or anticipate being delayed or disputed in performing the work
hereunder for any reason,it shall promptly notify the Town in writing of the effect of such condition
stating why and in what respects the condition is causing or threatening to cause such delay or
disruption. Any project timelines affected-by such delay or disruption shall be extended for a period
equal to the delay and any affected-budget shall be adjusted to account for the costs increases or
decreases resulting from the delay or disruption as agreed upon by the parties.
ARTICLE 9. TOWN'S RIGHT TO TERMINATE AGREEMENT
The Town shall have the responsibility and authority to evaluate the program covered by this
Agreement and to take whatever action it deems necessary to ensure the satisfactory application of
the funds allotted. The Town reserves the right to suspend, revise, or withhold funds in whole or part
for reasons of non-compliance with the terms and provisions of this Agreement. This Agreement
may be terminated by the Town, upon thirty (30) days written notice delivered by certified mail,
return receipt requested. Should the Town cancel in accordance with this provision herein, any Town
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of Southold grant fluids on hand or accounts receivable at the time of termination shall be returned to
the Town within thirty(30)days of the notice of termination.
ARTICLE 10. DAMAGES
It is hereby mutually covehanted-and agreed that the relation of the Contractor to the work to be
performed by it under this Agreement shall be that of an independent contractor. As an independent
contractor, it will be responsible for all risks and responsibilities for losses of every description in
connection with the services provided by Contractor, whether or not the Contractor, its agents, or
employees have been negligent. The Contractor shall hold and keep the Town free and discharged of
and from any and all responsibility and liability of any sort or kind. The Contractor shall assume all
responsibility for risks or casualties of every description, for loss or injury to persons or property
arising out of the nature of the work, from the action of the elements, or from any unforeseen or
unusual difficulty. The Contractor shall make good any damages that may occur in consequence of
the work or any part of it. The Contractor shall assume all blame, loss and responsibility of any
nature by reason of neglect or violation of any federal, state, county or local laws, regulations or
ordinances.
ARTICLE 11. INDEMNITY AND SAVE HARMLESS AGREEMENT
The Contractor"agrees"to-indemnify;-deferid,"arid hold harmless the*Town,-its officers;agents
and employees from and against any damages,claims,or expenses,including reasonable attorney's
fees,resulting directly or indirectly from the actions of Contractor in providing the services
contemplated under this Agreement.
ARTICLE 12. -NO ASSIGNMENT
In accordance with the provisions of section 109 of the General Municipal Law,the Contractor
is hereby prohibited from assigning,transferring,conveying, subletting or otherwise disposing of this
Agreement, or of its right,title or interest in this Agreement, or its power to execute this Agreement,
to any other person or corporation without the previous consent in writing of the Town.
ARTICLE 13. AUTHORITY FOR EXECUTION ON BEHALF OF THE TOWN
The Supervisor has executed this Agreement pursuant to a Resolution 2022-473 adopted by the
Town Board of the Town of Southold, at a meeting thereof held on May 24,2022. Scott A.Russell,
Supervisor, whose signature appears hereafter, is duly authorized and empowered to execute this
instrument and enter into such an Agreement on behalf of the Town. This instrument shall be
executed in duplicate. At least one copy shall be permanently filed, after execution thereof, in the
office of the Town Clerk, Elizabeth Neville.
ARTICLE 14. NOTICES
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j Any and all notices and payments required hereunder shall be deemed given upon receipt when
sent Certified Mail, Return Receipt Requested, and shall be addressed as follows, or to such other
I address as may hereafter be designated in writing by either party hereto:
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To Town: Denis Noncarrow
Southold Town Clerk
P.O. Box 1179
Southold,NY 11971-0959
To Contractor: The Research Foundation for The SUNY
W5510 Melville Library
Stony Brook University
Stony Brook,New York 11794-3362
Attn:Danielle Kelly
osp contractsOstonybrook.edu
With a copy to:joyce.novak@stonybrook.edu
ARTICLE 15. WAIVER
No waiver of any breach of any condition of the Agreement shall be binding unless in writing
and signed by the party waiving said breach.No such waiver shall in any way affect any other term
or condition of this Agreement or constitute a cause or excuse for a repetition of such or any other
breach unless the waiver shall include the same.
ARTICLE 16. MODIFICATION
This Agreement constitutes the complete understanding of the parties. No modification of any
provisions thereof shall be valid unless in writing and signed by both parties.
If any term,provision, or portion of-any provision of this Agreement shall be deemed illegal,
invalid and/or non-enforceable,the remainder of this Agreement shall be deemed to remain valid and
shall be enforced to the fullest extent permitted by law.
ARTICLE 17. APPLICABLE LAW
This Agreement is governed by the laws of the State of New York.
IN WITNESS WIffiREOF, the.Town.of Southold has caused these presents to be signed by
Scott A. Russell, its Supervisor,.duly authorized to do so, and the Contractor has caused these
presents to be signed by its Authorized Representative,the day and year first above written.
The Research Foundation for The SUNY, fiscal
administrator for the Peconic Estuary Partnership
By:
Danielle Kelly,Authori Representative
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Town of Southold
By: AF
ScottA. Russell, Supervisor
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STATE OF NEW YORK)
)ss..
COUNTY OF ERIE )
On this q'day ofYVI in the year 2022 before me,the undersigned,personally appeared
Niftle U1 authorized representative of-The Research Foundation for The State University of New
York,perso lly known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument cknowledged to me that he
executed the same in his capacity and that by his signature o e ins ent,the individual or the
person upon whose behalf of which the individual ac exe uted the' strument.
ANGELA TERRANOVA
NOTARY PUBLIC STATE OF NEW YORK
ERIE COUNTY
LIC.#01TE6304266
COMM. EXP. - gIa d� N ary Public
STATE OF NEW YORK)
)ss..
COUNTY OF SUFFOLK)
On this W day of aem6� in the year 2022 before me,the undersigned,personally appeared
Q
SCOTT A.RUSSELL, Supervisor for the Town of Southold,personally known to me or proved to
me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his capacity and that by his
signature on the instrument,the individual or the person upon whose behalf of which the individual
acted,executed the instrument.
Notary u lic
MICHELLE L TOMASZEWSKI
NOTARY PUBLIC-STATE OF NEW YORK
No.01T06156671
Qualified in Suffolk County
My Commission Expires 11-27-2022
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EXHIBIT A
Peconic Estuary
Partnership
POULIlMAiDn"-f "Gi'W4t1QMir$CkY,A4PGfist
Budeet Narrative Pecon€c Estuary Partnership—Town of Southold 2022
The total request for the Town of Southold contribution to the Peconic Estuary Partnership in 2022 is
$61,250 and does not require a match contribution.
The Town Board:of Southold has unanimously adopted Resolution No_2022-473 on May 24,2022,which
outlines a three contribution to the Peconic Estuary Partnership.Under the terns of this resolution,the
corrtribuUon for years 2021 and 2022 are combi ned in the 2022 award and total$61,250.The 2023
contribution of$49,000 will be available January 1,2023.Aseparate budget and scope of work wilI be
provided for the 2023 contribution.
in 2022,the funds are allocated as folimving.
Program office staff will provide outreach services in the Peconic watershed with associated costs as
follows:
. Staff... .. . .. .. . . . ...
$10,528
Travel(local) $2,000
Supplies $3,083
Indirect(2530) $x€,059
TOTAL $19,670
Project Implementation will include the Homeowner Revmrds program,a longstanding PEP program
where residents of the Peconic Watershed can receive up to$500 per household to create native plant
rain gardens on a portion of their lawn for stormwater control andthe reduction of non-point source
pollution.In 2022,we will be piloting two'non-point source reduction programs with schools in the
watershed and PEP will provide two schools with$5,000 each to create rain gardens,native plant
gardens pollinator gardens,or sensory gardens to capture stormwateron larger properties in the
watershed.Lastly;in 2022,PEP will combining funds from the Environmental Protection Agency,the
Town of East Hampton,and$20,000 from the Town of Southold:to carry out a mini-grant program to
provide funds to our communities directly.The 2022 grant theme isthe CCMP Goal:Resilient
i Communities Prepared for Climate change.The total cost for project implementation In 2022 is$41,580
and the cost breakdown Isar follows:
Homeowner Rewards Program $3,000
School Rewards $10,000
Mini-Grant Program $20,000
Indirect $8,590
j TOTAL $41,580
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Peeoaic EsheaxsYaristcnhl�•SOD Center Drive,Salta 25OS•Eivewhead County Center Riverhead,NY 11901
'7niF'3leCo`�'LCC4tilii e.'.oT'y,
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PeconicEstuary
par mer-ship
warren IA AMRrnene kC%a i+uaev VM'aCQA13
May 24,2022
TO: Southold Town Hoard
From: Joyce!Novak,PhD—Executive Director,Peconic Estuary Partnership
RE: Peconic Estuary Partnership Scope of Work 2022
In 2021,the Town of Southold unanimously agreed to contribute direct funding to the Peconic Estuary
Partnership as outlined In the table below and based on a Peconic-wide"buy-in"of the East End Towns
to the program.The percentage of buy-in by each town was calculated onthe proportional share of
each Town's Community Preservation Fund(CPF).East Hampton,Southampton,and Shelter Island use
their CPF Funds to contribute to PEP,Riverhead is in debt service and providing in-kind contribution,and
the Town of Southold had agreed to contribute with a Town budget modification.
In 2o2o,.the proportional share.of Each.Town.for.contributiort to.the P)rP.based pn.revenue collected is
as follows:
a- Southampton 59.190
b. East Hampton- 283%
c. Southold- 7.0%
d. Riverhead- 3.9%
e. Shelter island- 1.795
East End Town 2021 2022 2023
�k �s�. w� ��4�:�;>�";�','v,XS's.4`.' r��`�� r��`4„:S„;if',a�?��•'-moi'.-k��.maT�.��'..:,..v`,.rs'����:Y1G+s
Riverhead $13,550.0_0 $20,475.00 $27,300.00
'1,:mr"•t^.r''1•. iF � ,-. Vii;,: ,?k�S . +%4r � b '- + "�, f•.Yt'C :,•�Gj r]p`v�0iyt���f
h 4^. F.J•iC t: 'Li ids .: .4H.µ.fi:Itf Rro 1L;d5K.7�i#1GQ•a ti •:A":.v {... s"F:til
Southam ton $206,850.00 $310,275.00 $413,700.00
Y'r •.{s-- as TTR?Yf :!�;v��,�,,.p�ya'o:7... .r.+-,•"' .r 9'•':J
yrcr J sa< }r +.C,.a`i>r'=.hh•"�+Y.�s�-y8 gg�,�4Pte.`•i v.2
�r r;.i``•''S` hill' 3°ij f .r .ff.y. p� T' t {+'+'C -�
::.... .�•in .aa.'p.\ i _ R f:;.i..�i:� �Rr...1+=C�X'::...i:.4i.���t wr:e,x�..«v.."-•.,•..�o...�'i r'..;�' r•rv+...^N+t•�:.vr. .v.. .::..ee:ar v2
Total $350,000.00 $525,000.00 $'700,000.00
At this time,PEP Is asking for the 2021 contribution,which experienced contracting delays,and the
2022 contribution for a total of$62,250
The 2022 Scope of Work
Program Office Support$19,674:
I w Outreach and Support Staff-$10,528
a Supplies and Travel-$5,083
IDC$4,059
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Peconic Estuary Panaership•Rnrerhead county center-30o center Dike•Room 2505•Riverhead,MY 11961
%mmileconicEstuary orC
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PeconicEstuary
Partnership
MONCING&M QIMM aW4 HAMS MOW OMR
Project Implementation$41,580:
• Nan-Point Source Pollution Prevention Program$16,380
o Homeowner Rewards
o School Rewards
• Peconicrwide Grant Program$25,200
o These funds will be used in combination with PEP Federal funds for a total of$120,000
for a Peconic Mini-Grant Program
o This will target four orfive projects that can work toward our Goal-Resillent
CammunihesPrepared fordmnate Change
Total Project expenditure for this Scope of Work-$61,250
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Peconic Estuary Partnership-Raeerhead County center-300 Center wine•Room 2503•Riverhead,NY1190i
www.Peconimstuary.org
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