HomeMy WebLinkAboutShellfish Program AGREEMENT
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THIS AGREEMENT, entered into this)-3 day of January,2025,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 11971,and the Cornell
Cooperative Extension (the "Contractor"), with an address of 423 Grilling Avenue, Suite 100,
Riverhead,NY 11901;
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 receive funding from the Town for its participation in the Town of
Southold's 2024 Shellfish Program as set forth in and attached hereto as Appendix A and made a part
hereof.
The Contractor will furnish all labor, materials, supplies, equipment and other similar
items necessary or proper for, or incidental to,the work contemplated by this Contract-and in
strict accordance with such changes as are ordered and approved pursuant to this Contract.
ARTICLE 2.TIME OF COMPLETION
The services rendered under this Contract run from January 1, 2024 (retroactively) through
December 31,2024.
ARTICLE 3.ACCEPTANCE AND FINAL PAYMENT
The total authorized funding is$20,000.
The Town shall pay the Contractor upon the submission of a voucher at the completion of each
stage of work. The Voucher will certify the work performs in furtherance of the project and detail
costs. 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.
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.
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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. CONTRACTOR'S OBLIGATIONS
(a) The Town is not contracting with any party to complete the contemplated work. The
Contractor shall be responsible for the full and correct performance of the Work required
for funding eligibility by this Contract within the time specified herein,including work of
the Contractor's Subcontractors, and any errors therein shall be corrected at the
Contractor's own cost and expense. In addition,the Contractor shall indemnify the Town
for any claims,costs or expenses attributable to errors in performance by the Contractor or
the Contractor's Subcontractors.
(b) The Contractor agrees that the Contractor shall protect and shall be solely responsible for
all labor and material provided for under this contract, whether or not the same may be
erected in place, and for all its plans,tools,equipment,materials,tools of the Contractor's
employees and agents, etc. for all adjoining private and public property, and all existing
Work on the Project Site or parties thereon, which may be damaged by the Contractor's
Work. In no event shall the Town be liable to the Contractor or any third party for loss of,
pilferage,or damage to any of the same,and the Contractor shall indemnify the Town from
the same.
(c) Contractor shall be responsible for securing all permits required to perform the Work and/or
required by the applicable laws,regulations, ordinances, etc.,and maintain the validity of
all such permits throughout the contract duration.
(d) Contractor will supply monthly activity reports to the Town to keep necessary parties
updated on efforts.
ARTICLE 5. CONTRACTOR'S INSURANCE
The Contractor shall not commence work under this Contract until it has obtained all insurance
required under this paragraph and verified that its subcontractors have the same.
(a) Compensation Insurance: The Contractor shall take out and maintain during the life of
this Contract Workers' Compensation Insurance for its employees to be assigned to the
work hereunder.
(b) Insurance:The Contractor shall take out and maintain during the life of this Contract such
general liability,property damage,and commercial auto liability insurance as shall protect
it from claims for damages for personal injury,including accidental death,as well as from
claims for property damage which may arise from operations under this Contract. The
amounts of such insurance shall be as follows:
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General liability insurance in an amount not less than$1,000,000 for injuries,including wrongful
death to any one person and subject to the same limit for each person, in an amount not less than
$2,000,000 on account of any one occurrence.
Property damage insurance in an amount not less than $300,000 for damage on account of all
occurrences.
Commercial auto liability insurance in an amount not less than$500,000 for damage on account
of all occurrences.
ARTICLE 6. REPRESENTATIONS OF CONTRACTOR
The Contractor represents and warrants:
(a) That it is financially solvent and that it is experienced in and competent to perform the
type of work;and
(b) 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 erliployed therein.
ARTICLE 7. PERMITS AND REGULATIONS
The Contractor shall apply for, and comply with all permits issued to the Town in connection
with the services furnished under this Agreement.
ARTICLE 8. TOWN'S RIGHT TO STOP WORK OR TERMINATE CONTRACT .
The Town shall have the right to terminate the Contract if-
(a) The Contractor is adjudged bankrupt or makes an assignment for the benefit of creditors;
or
(b) A receiver or liquidator is appointed for the Contractor or for any of its property and is
not dismissed within 20 days after such'appointment or the proceedings in connection,
therewith are not stayed on appeal within the said 20 days;or
(c) The Contractor refuses or fails to prosecute the work or any part thereof with due
diligence; or
(d) The Contractor fails to make prompt payment to persons supplying labor for the work;or
(e) The Contractor fails or refuses to comply with all applicable laws or ordinances;or
(f) The Contractor is guilty of a substantial violation of any provision of this Contract;
(g) The Town's execution and participation in this contract is found to be in violation of an
existing collective bargaining agreement.
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(h) In any event,the Town,without prejudice to any other rights or remedy it may have,may,
with our without cause, by seven (7) days' notice to the Contractor, terminate the
employment of the Contractor and its right to proceed as to the work. In such case, the
Contractor shall not be entitled to receive any further payment beyond what owed in
quantum meruit.
ARTICLE 9. DAMAGES
It is hereby mutually covenanted and agreed that the relation of the Contractor to the work to be
performed by it under this Contract shall be that of an independent contractor. As an independent
contractor,it will be responsible for all damage,loss or injury to persons or property that may arise in
or be incurred during the conduct and progress of said work,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, Ioss and responsibility of any nature by reason
of neglect or violation of any federal,state,county or local laws,regulations or ordinances.
ARTICLE 10. INDEMNITY AND SAVE HARMLESS AGREEMENT
The Contractor agrees to indemnify and save the Town,its officers,agents and employees
harmless from any liability imposed upon the Town,its officers,agents and/or employees arising
from the negligence,active or passive,of the Contractor and from and against any damages,claims,
or expenses,including reasonable attorney's fees,arising out of Contractor's breach of the
Agreement or from Contractor's acts or omissions outside the scope of the Agreement or arising out
of claims or actions by third parties against Contractor by virtue of his performance of this
Agreement.
ARTICLE 11. - 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 12. REQUIRED PROVISIONS OF LAW
Each and every provision of law and clause required by law to be inserted in this Contract shall
be deemed to have been inserted herein. If any such provision is not inserted, through mistake or
otherwise,then upon the application of either party,this Contract shall be physically amended forthwith
to make such insertion.In particular,the Contractor shall,when applicable,fully comply with:
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(a) Labor Law section 220-e and Executive Law sections 291-299 and the Civil Rights Law
relating to prohibition against discrimination and providing equal opportunity.
(b) Affirmative action as required by the Labor Law.
(c) Prevention of dust hazard required by Labor Law section 222-a.
(d) Preference in employment of persons required by Labor Law section 222.
(e) Eight-hour workday as required by Labor Law section 220(2).
ARTICLE 13. PREVAILING WAGE RATES REQUIRED BY LAW
(a) The parties hereto,in accordance with the provisions of section 220(3)of the Labor Law,
hereby agree that if applicable there shall be paid each employee engaged in work under
this Contract not less than the wage rate and supplements set opposite the trade or
occupation in which he/she is engaged, which are the wage rates and supplements
established as the prevailing rate of wages for the work covered by this Contract.
(b) Labor classifications not appearing on the schedule of wages can be used only with the
consent of the Owner and then the rate to be paid will be given by the Owner after being
advised by the Department of Labor.
(c) The Contractor shall post in a prominent and accessible place on the site of the work a
legible statement of all wage rates and supplements, as specified in the Contract, for the
various classes of mechanics,workingmen/women,or laborers employed on the work.
ARTICLE 14. AUTHORITY FOR EXECUTION ON BEHALF OF THE TOWN
The Supervisor has executed this Agreement pursuant to a Resolution adopted by the Town
Board of the Town of Southold, at a meeting thereof held on January 7, 2025. 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 15. NOTICES
Any and all notices and payments required hereunder shall be addressed as follows, or to such
other address as may hereafter be designated in writing by either party hereto:
To Town: Denis Noncarrow
Southold Town Clerk
P.O.Box 1179
Southold,NY 11971-0959
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To Contractor: Cornell Cooperative Extension
423 Griffing Avenue
Suite 100
Riverhead,NY 11901
ARTICLE 16. 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 17. 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.
ARTICLE 18. 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 President,the day and year first above written.
Cornell Cooperative Extension
By:c,l�a�a ��0 Executive Director
Name: Title:
Town of Southold
By: G ��/ �
Albert J.Krupski Jr., Supervisor
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STATE OF NEW YORK)
COUNTY OF SUFFOLK))ss.:
AOn this 1�day of%/9N in the year 2025 before me,the unders fined,personally appeared
I�JLess Le.G� as Officer and/or Authorized Agent of the Cor iell Cooperative
Extension,personally known to me or proved to me on the basis of satisfac tory evidence to be the
individual whose name is subscribed to the within instrument and acknowl dged to me that he
executed the same in his capacity and that by his signature on the instrumei it,the individual or the
person upon whose behalf of wbich.the individual acted,executed the instr ament.
CHRISTINE M CHRISTIE
NOTARY PUBLIC,STATE OF NEW YORK
Registration No.OICH6125800
Qualified in Suffolk Cou ty Notary Public
STAT Tres: >> .!
COUNTY OF SUFFOLK))ss.:
On this3�da—y of in the year 2025 before me a undersigned,
personally appeared Albert J.Krups Jr.,personally known tome or prove to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the v rithin instrument and
acknowledged to me that he executed the same in his capacity and that by h s signature on the
instrument,the individual or the person upon whose behalf of which the individual acted,executed
the instrument.
ISH
NOTARY PUBLIC,STATEUREN M. OF ONEW YORK
a�istraad I No.01lk CounQpg Notary Public~ t
ualified in 3u8oik County.
C0MMieston Exptrot Apra 8,
APPENDIX A
2024
Town of Southold Shellfish Budget and
Program Description
Contraetual Expense:
Suffolk County Marine Learning Center—Staff and Equipment: $20,000.00
The above represents the contractual expense for the operation of the hatchery and grow out facility
for the Town of Southold's 2024 Shellfish Program(s).
The Suffolk County Marine Environmental Learning Center will spawn and grow-out hard clams,
oysters and bay scallops in the quantities recommended by the Town of Southold, for seeding
Southold's creeks and bays.
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COVER SHEET FOR DOCUMENTS
Sent To:_._.l 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
RE--
Type Of Agreement: rjbc�,(+
JAN 2 7 208
Nature Of Contract/Agreem nt - _
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