HomeMy WebLinkAboutTNC-Peconic Solutions RESOLUTION 2023-76
ADOPTED '-' ` " ' DOC ID: 18720
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2023-76 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JANUARY 3,2023:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute Memorandum of Understanding with the Nature
Conservancy and Free Money LLC dba Peconic Solutions Ducks Unlimited with regards to the
Long Island Road-Stream and Tidal-Improvement Project,at no cost to the Town,subject to the
approval by the Town Attorney.
Denis Noncarrow
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Louisa P. Evans, Justice
SECONDER:Greg Doroski, Councilman
AYES: Nappa,Doroski,Mealy, Doherty, Evans, Russell
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FEB 2 7 2023
Pouthold Town Clams
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: February 24, 2023
Subject: MOU Agreement with Nature Conservancy and Free Money
LLC dba Peconic Solutions and Subrecipient award agreement
With respect to the above-referenced matter, I am enclosing the original Agreement
together with the Resolution.
If you have any questions regarding the enclosed, please do not hesitate to call me.
Thank you.
/mm
Enclosures
cc: Accounting
John Sepenoski
Memorandum of Understanding between
The Nature Conservancy
and The Town of Southold
and Free Money LLC dba Peconic Solutions
This Memorandum of Understanding("MOU") is entered into this 15 day of December,2022, between
The Town of Southold, NY("Partner"), a municipality,and established under the laws of New York with
its principal place of business at 53095 Route 25 Southold, NY 11971, USA, Free Money LLC dba Peconic
Solutions("Grant Writer"),a for-profit corporation, and established under the laws of New York with its
principal place of business at PO Box 207 Quogue, NY 11959, USA and The Nature Conservancy("TNC")
in New York,a District of Columbia,USA,non-profit corporation with its principal place of business in
Arlington,VA, USA(hereinafter referred to collectively as the"Parties"and individually,a"Party").
The partner's mission as a local municipality in Suffolk County,NY is to serve the community of Southold
and provide services including transportation, public safety,and environmental quality. TNC's mission is
to conserve the lands and waters on which all life depends. The Long Island Road-Stream and Tidal
Crossing Improvement Project, led by TNC with input from state,county, municipal,and other partners,
has identified and prioritized road-stream and tidal crossings in Suffolk County, NY, including the Town of
Southold,for upgrade or replacement. Peconic Solutions is a Long Island business that assists
government, nonprofit,and private clients.with project development, management,and administration.
The parties wish to work together to promote solutions to flooding that benefit people and nature in
particular advancing the upgrades to road-stream crossing infrastructure in the Town of Southold.The
parties wish to work together for the purpose of developing grant applications to secure funding for
upgrading road stream crossings in the town of Southold, NY.
1. OBJECTIVES.Road-stream crossings,which include culverts and bridges,are an essential element
of our transportation network.They allow roads to pass over rivers,streams,tidal creeks,and wetlands.
Undersized, poorly designed,or failing infrastructure at these crossings restricts water flow and can lead
to flooding, road closures,property damage, degraded natural systems,and impaired water quality.
The objective of this MOU is to formalize a mutual collaboration between The Town of Southold, Peconic
Solutions,and The Nature Conservancy with the purpose of developing successful grant applications to
obtain funding for upgrading(i.e., right-sizing) road-stream crossings in the Town of Southold to enhance
wildlife passage and flood resilience of public infrastructure.
In this sense,the MOU seeks to facilitate this interaction by outlining means of collaboration,
communication mechanisms,and methods for the implementation of activities.
2. RESPONSIBILITIES OF THE PARTIES. This section sets forth the parties' intentions with respect
to the expected activities under this MOU. Each party's responsibilities shall be fulfilled within the
bounds of its available resources, budget,and procedures,as determined at its own discretion.
a) TNC will be responsible for:
i. Contracting with the Grant Writer under a separate agreement,and payment to the
Grant Writer upon completion of deliverables as per that agreement.
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ii: Collaborating with and providing feedback to the Partner regarding prioritization of
road-stream crossings in the Town of Southold.
iii. Advising and providing feedback to the Partner and Grant Writer regarding suitable
funding sources for prioritized road-stream crossings in the Town of Southold to pursue
for funding
b) Partner will be responsible for:
i. Providing information about road-stream crossings necessary for TNC,the Partner,and
the Grant Writer to support decision-making about which funding source(s)and road-
stream crossing(s)to pursue.
ii. Coordinating with the Grant Writer to provide the necessary documentation for the
Grant Writer to prepare the funding application
iii. Seeking approval of the Town Board to submit the funding application
iv. Submitting the application to the funder once completed by the Grant Writer, pending
Town Board approval.
V. Consulting with the Grant Writerto provide responses to any inquiries from the funding
agencies about the Partner's application.
c) Grant Writer will be responsible for:
L Entering into a contract with TNC for the following activities:1) producing a memo
identifying potential funding sources to facilitate around target funding sources and
crossing, and 2) preparing and compiling all necessary documents and supporting
information for the funding application submission in consultation with the Partner or in
the event the road-stream crossing upgrade is part of a larger grant including other types
of activities, the Contractor will be responsible for leading on the road-stream crossing
sections and coordinating with other components of the grant lead by other parties.
ii.: Notifying TNC and the Partner when feedback or advising is necessary and calling and
scheduling virtual meetings when necessary.
iii._: Providing responses to the Partnerto any inquiries from the funding agencies about the
Partner's application.
3. PRINCIPAL CONTACTS. The principal contact for each party will be:
For Partner:
John Sepenoski
GIS Technician
53095 Route 25 Southold, NY 11971, USA
631-765-9540
johnsep@town.southold.ny.us
For Grant Writer:
Chris Kempner
Founder/CEO
PO Box 207 Quogue, NY 11959
631-466-8028
chris@peconicsolutions.com
Updated October 2021 Page 2 of 5
For TNC:
Michael McCann, Ph.D.
Climate Adaptation Specialist
322 8t"Avenue,10 Floor, New York,NY 10001
646-465-5889
michael.mccann@tnc.org
Each party may change its principal contact at any time by written notice to the other party.
4. TERM. This MOU will begin once all three parties have signed and will remain in effect until
December 31,2023 ("Expiration Date"), unless sooner terminated as provided herein.Any extension
beyond the Expiration Date must be in writing and signed by the parties.
S. TRANSFER OF FUNDS. This MOU does not obligate either party to provide financial support of
any sort. Any transfer of funds between the parties will be the object of an independent contract that
includes clauses and other conditions in accordance with the internal procedures of each party and that
will be duly signed by both parties.
6. TERMINATION. Any of the parties may terminate this MOU by giving thirty(30)days written
notice to the other party.
7. TITLE AND USE OF INTELLECTUAL PROPERTY.
a) Under the provisions of this MOU,the parties may produce documents,reports,studies,
photographs,and maps,as well as documents as well as product-specific documents
(collectively"Works"). Unless otherwise agreed to by the parties in writing,the copyright and
other intellectual property rights in any such Work will belong to the party that produces the
Work.Specifically,title and use of Intellectual P rope rtylbetween TNC and the Grant Writer will
be governed by the Contract for Services that they will enter into as a separate agreement. If a
Work is jointly produced by the parties,the copyright will be owned jointly by the parties.In all
cases of co-authorship of scholarly journals or similar publications,each party is hereby
authorized to use the Work,without prior authorization from the other,for non-commercial
purposes in support of the party's mission. /s�S� Z/, is
b) The names and logos of the parties are trademarks;as such,they may not be used for any
purpose without the prior express written permission of their owners.
8<"-"'•-Ft�k�r'tE�ci-C• f�-ifii� f�~€�O�ItB�-TD4�N: VS
indirectly participate or intervene in any political campaign on behalf of Kira-e}�p ionto any CK 2-15-23
Candidate for public office or any political party in: ied ,afany level of government, anywhere in
the world.This means that an : —t�y*,c could help or hurt the chances for election of any Candidate,
group of'Cariil tShy litical party is prohibited.A"Candidate"is any individual who offers
',. r- epca r-i p pes -t}y=otia sYa-scar t f r-ars�leeti e iti#i dce:
9. CONFIDENTIALITY. During the course of the performance of this MOU,the parties may have
access to materials,data,strategies,systems,or other information relating to the other party and its
Updated October 2021 Page 3 of 5
programs which is intended for internal use only.Any such information shall not be used, published,or
divulged to any individual or corporation,in any manner or for whatever purpose,except through the
party's previous written permission,which may be withheld by the respective party at its sole discretion.
10. OTHER PARTNERS. This MOU does not preclude the parties from establishing similar
agreements or contracts with other individuals,entities,agencies,and public or private organizations.
The parties recognize the importance of continuing to cooperate and work with other partners in
programs of mutual interest and to be able to, by means of a written document signed by both parties,
invite other partners to participate in the activities implemented under this MOU.
11. NON-BINDING. While the parties are committed to using their best endeavors to achieve its
purpose,this document is not intended to create binding or legal obligations on the parties. Nothing in it
shall be construed as creating any legal relationship between the parties and its provisions do not create
rights,obligations,or duties for either party. It is intended to be a statement of intent to foster genuine
and mutually beneficial cooperation.
12. NO JOINT VENTURE. The parties agree that they are not entering into a legal partnership,joint
venture or,other such business arrangement, nor is the purpose of the parties to enter into a
commercial undertaking for monetary gain. Neither party will refer to or treat the arrangements under
this MOU as a legal partnership or take any action inconsistent with such intention.
13. DISPUTE RESOLUTION. The parties hereby agree that, in the event of any dispute relating to
this MOU,they shall first seek to resolve the dispute through informal discussions. If a dispute cannot be
resolved informally within sixty(60) consecutive working days,the parties agree to terminate this MOU.
14. LIABILITY. Each party shall be solely responsible and liable for the actions or omissions of its
own employees,agents,and representatives involved with the activities contemplated under this MOU,
including any related damages, losses and claims to or by third parties. Nothing herein shall be
construed as creating joint or several liability between the parties.
1S. ASSIGNMENT. Neither party may assign or transfer its rights and obligations under this MOU
without the prior written consent of the other party.
16. COMPLIANCE WITH LAWS. The parties will observe all applicable laws and regulations during
the execution of the work implemented under the provisions of this MOU.
17. AMENDMENTS. This MOU, including any material modification to Section 2, may only be
modified by a written amendment signed by both parties.
Updated October 2021 Page 4 of 5
IN WITNESS WHEREOF,the parties have executed this Memorandum of Understanding,effective as of
the last date written below.
FOR THE TOWN OF SOUTHOLD FOR THE NATURE CONSERVANCY
DGCLyta'L.cQ�t�
Diana Albie
rf� ririait su��YVi s0� Finance&Operations Director
11b I a3 December 12, 2022
Date Date
FOR FREE MONEY LLC DBA PECONIC SOLUTIONS
Chris Kempner
Founder/CEO
February 15, 2023
Date
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