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HomeMy WebLinkAboutPeconic Estuary Partnership COVER SHEET FOR DOCUMENTS Sent To: I wn Sent By: TOWN ATTORNEY, PAUL M. DECHANCE DEPUTY T/A, JACK SQUICCIARINI ASSISTANT T/A, JULIE M. MCGIVNEY ASSISTANT T/A, BENJAMIN JOHNSON CONFIDENTIAL SECRETARY, AMY SCHLACHTER Type Of Agreement: Off two Nature Of Contract/Agreement �I `�mwn Clerk tAA kut4-6 el 1 \ THIS AGIZEEMENT,made and entered into ibis day of 2h ........ y 2024, by and between the Town of Southold, New York (the "''own"), a municipal corporation organized and existing under the laws of the State of New York with offices at 53095 Main Road, Southold,New York 11971 (mailing address: c/o Dennis Noncarrow, Town Clerk, P.O. Box 1179, Southold, New York 11971-0959),party of the first part, 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 W5519 Melville Library, Stony Brook University, Stony Brook,New York 11794-3362,party of the second part. WITNESSETH,that the Town and the Contractor, for the consideration named, hereby agree as follows: ARTICLE 1. WORK TO BE DONE AND CONSIDERATION THEREFORE The Contractor shall conduct various water quality projects in coordination with the five East End Towns. The Town Board of the Town of Southold, by Town Board Resolution No. 2024=543, recited herein, authorized a.funding award in the amount of Sixty-Eight 'Thousand ($68,000.00) Dollars for purposes of the operation of PEP, in accordance with the details of the resolution and s Exhibit"A"attached hereto and.made apart 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 one (1)year period from January 1,2024 to December 31,2024,with an option to renew for two(2)additional years under the same terms and conditions of this Agreement. AWFICLE 3. ACCEPTANCE AND PAYMENT The total authorized funding for this project is $68,000.00. Payment of the authorized amount shall be due upon completion of work and proper reporting. , The Town shall pay the Contractor upon the.submission of a voucher, as approved by the Town's project coordinator. Such voucher shall be due and payable within 45 days after receipt of such voucher, such sum shall not be due and payable by the Town until the Town Board of the Town of Southold has received such a voucher and has audited and approved for payment the voucher to be submitted by Contractor in connection therewith. 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 1:..,aw 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 of Town Comptroller and shall have been audited and allowed by the Town'Board or Town Comptroller. The acceptance by the Contractor of the 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 alims for interest upon the payment, if this payment be improperly delayed. No payment,however:Cnal.or otherwise, shall operate to release the Contractor of its sureties for any obligations under this Contract. ARTICLE 4. CHANGES TO AGREEMENT AND EXTRA WORK The'T'own 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 reallocated back to the Town's Community Preservation Fund. ARTICLE 5. CONTRACTOR'S OBLIGATIONS r (a) The Contractor agrees to comply with all applicable Fcderal, State and local laws, regtdatioris,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 ( ) " Y P g " 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 in part for reasons of non-compliance within the terms and provisions of this Agreement. (c) At the end of the period, the Contractor shall provide a final report or presentation regarding work completed to improve local and/or regional water quality 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 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 2 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 life of this Agreement�Vorkers' 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$1,000,000.00 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. REPRESENTATION 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 of those employed therein ARTICLE S. 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'respect 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 cost 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 in 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 of Southold grant funds on hand.or accounts receivable at the time of termination.,shall be returned to the Town within thirty (30) days of the 3 notice of termination. ' ARTICLE 10. DAMAGES It is hereby mutually covenanted 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, except to the extent that such loss was caused through the negligence of the Town. 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 on 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, defend and 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 to the Town. ARTICLE 13. AUTHORITY FOR EXECUTION ON BEHALF OF THE TOWN The Supervisor has executed this Agreement pursuant to Resolution 2024-543 adopted by the'Town Board of the Town.of Southold,at a meeting thereof held on June 19, 2024. Albert J. Krupski, Jr., 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., Denis Noncarrow. ARTICLE 1.4. NOTICES 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, 4 or to such other address as may hereafter be designated in writing by eitl.i.er party hereto; To '.Town: Dennis Noncarrow Town Clerk Town of Southold 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.._gpntracts u?stoa brook.edii With a copy to 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 terns 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 WHEREOF; the Town of Southold has caused these presents to be signed by Albert J. Krupski Jr., its Supervisor, duly authorized to do so, and the Contractor has caused these presents to be signed by its Authorized Agent, the day and year first above written. TOWN OF SOUTHOLD By:. G Albert J. Krupski Jr., Supervisor 5 r - The Research Foundation for The SUNY, fiscal ad istrator for.the Peeo is Estuary Partnership By: Danielle Kelly, thorized Agent STATE OF NEW YORK) COUNTY OF SUFFOLK) ss: On the n4h of k7Q in the year 2024 before me,the undersigned,personally appeared Albert J. Krupski Jr., 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 the 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. MICHELLE L TOMASZEWSKI NOTARY PUBLIC-STATE OF NEW YORK No, 01 T06156671 �� - �� � Qualified in Suffolk County tA My commission Expires,11-27-2026 Notaty�Public STATE OF NEW YORK) COUNTY OF SUFF K On the p�Ak.of in the year 2024 before me,the undersigned personally appeared Danielle Kelly,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 instrumen No DENISE R.LIS Notary Public,State of New York Reg.No.01 LI5076761 Qualified in Niagara County ,. Commission Expires April 7, d Ov/ 6 i �X HI I A RESOLUTION 2024-543 ADOPTED DOC ID:20309 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.2024-543 WAS ADOPTED AT THE REGULAR MEETING OF THE,SOUTHO.LD TOWN BOARD ON JUNE 18,2024: Resolved,that the Town Boagi of the`town of Southold hereby authorizes and directs Supervisor Albert J Krupski, Jr.,to enter into one year Agreement with the Peconic Estuary Partnership for various water quality projects in coordination with the five East End towns,at a cost of$68,000.00,with an option to renew for two(2)additional years under the same terms,to be funded from budget line A.1010.4.500.300(Town Board,Environmental)and subject to the approval of the Town Attorney. Denis Nonearrow Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER- Louisa P.Evans, Justice SECONDER:Greg Doroski, Councilman AYES: Doroski,Mealy, Smith, Krupski Jr,Doherty, Evans peconic Estuary Partnership Town of Southold PEP Contribution 2024-2026 The Peconic Estuary is one of 28 estuaries in the country designated by U.S. Environmental Protection Agency as an "estuary of national significance" under Section 320 of the Federal Clean Water Act.The National Estuary Program (NEP)was established to protect and restore nationally significant estuaries threatened or impaired by pollution, development, and overuse.The Peconic Estuary was formally accepted as part of the NEP in 1992.Officially commenced in 1993,the Peconic.Estuary Partnership (PEP) includes numerous stakeholders, representing citizen and environmental groups, businesses and industries,academic institutions,and local,county,state and federal governments. PEP seeks to carry out the Goals and Actions of their Comprehensive Conservation Management Plan (CCMP) https•//indd adobe com/view/201ca273-3278-44ee-b907-a8308ec3d4a5 in partnership with the East End Towns of Long Island.As part of their commitment to PEP,the Town of Southold has previously agreed to contribute funds to the Peconic Estuary Partnership.We are again requesting a three year commitment:for the 2024-2026 time frame,the Southold contribution to PEP is$68,000 annually. The initial three year agreed PEP contribution was from 2021-2023.The 2024-2026 total PEP contribution for all East End Towns will match the proposed 2024 federal contribution ($875,000)with consistent levels each year as follows: CPF CONTRIBUTION TO PEP BASED ON ESTIMATED 2023 CPF REVENUE MATCH FEDERAL CONTRIBUTION OF$875,000 SAolterlsiand{2�) � { � tm ^t ttmmpros is�;) ElEas¢Ha,nato:t(305>) za t'c€!Nan+utor{3i1^e.)` ""'�•.4 ytr',;;:. ^� � _ r;}'�.'.. $J65,i:1"i .,sSsr • "" "c"{�da?� - =,gi�� •'x>'�Ir, rdsoutheft'!(RS-;} uRlveme.�fi(5Soi _--- H Shelter Island(2%) *The Town of Southold does not use CPF Funds for their PEP contribution—PEP receives funds as a regular budget item annually • Peconic Estuary Partnership Program Office • 300 Center Drive Suite 250S • Riverhead, NY 11901 - WW pf.Co i nary econgc Estuary partnearship In 2024,the Following tasks will be carried out using the total$68,000: 1. Program Office Support:$14,690 • Staff support: o Partial salary,outreach assistant: $8,401 • Staff travel as follows: o Local travel: $ 2,258 • required travel for site visits and job related meetings such as Town government meetings, PEP Committee meetings,Civic Association meetings, and other community meetings. o Supplies: $ 1,000 • printing, meeting items,'field gear(boots,waders, etc),etc. • Program Office IDC:$3,031 2. Communication and Outreach-$23,310(includes IDC:$18,499 project work,$4,810 IDC) • Bay Scallop One Day Conference(in partnership with Sea Grant) • Climate Resilience Workshops(in partnership with Sea Grant) • Association of National Estuary Programs communication support including information sheets,training,and National Estuary support and other communication pieces • Educational materials such as: post-card mailers, newsletters,etc 3. Sea Turtle and Sea Grass Interaction-$30,000(includes IDC:$23,809 project work,$6,190 IDC) a. NY Marine Rescue Center TRACKING POST-RELEASE MOVEMENT PATTERNS OF NEW YORK'S REHABILITATED SEA TURTLES PROVIDES INSIGHTS INTO THEIR UTILIZATION OF NEW YORK WATERS • Peconic Estuary Partnership Program Office • 300 Center Drive Suite 250S • Riverhead, NY 11901 - yvww p�conice��u��y