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HomeMy WebLinkAboutAudubon Society, North Fork/Piping Plover . RESOLUTION 2006-409 ADOPTED DOC ill: 1802 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2006-409 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MAY 9, 2006: RESOLVED that the Town Board of the Town of South old hereby authorizes aud directs SUDervisor Scott A. Russell to execute the Contract between the Town of South old and the North Fork Audubon Society in connection with the beach-deDendent sDecies manal!ement DrOl!ram for PiDinl! Plover Manal!ement, subject to the approval ofthe Town Attorney. ,c'"I~J -~CI.~...'tJ.. Elizabeth A. Neville South old Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Thomas H. Wickham, Councilman SECONDER: Louisa P. Evans, Justice AYES: Evans, Wickham, Ross, Edwards, Russell, Krupski Jr. LORI HULSE MONTEFUSCO ASSISTANT TOWN ATTORNEY lori.montefuscoCl:!~;town.southold. ny. us SCOTT A. RUSSELL Supervisor PATRICIAA. FINNEGAN TOWN ATTORNEY patricia.finnegan(a;town.southold.ny. us KIERAN M. CORCORAN ASSISTANT TOWN ATTORNEY kieran.corcoran({(town.southold.ny. us Town Hall Annex. 54375 Route 25 P.O. Box II 79 Southold, New York II97I-0959 Telephone (631) 765-1939 Facsimile (631) 765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD MEMORANDUM To: Elizabeth A. Neville, Town Clerk From: Lynne Krauza Se,cretary to the Town Attorney Date: May 10, 2006 Subject: Piping Plover Management Agreement Beach-Dependent Species Management Program For your records, I am enclosing an original, fully executed Agreement between the North Fork Audubon Society and the Town in connection with the referenced matter. We will retain a copy in our file. Also attached is a copy of the resolution authorizing Scott to sign same. If you have any questions, please do not hesitate to call me. Thank you for you r attention. Ilk Enclosures cc: Patricia A. Finnegan, Esq. (w/encls.) '" " ;> March 1, 2006 THIS IS A CONTRACf BETWEEN THE NORTH FORK AUDUBON SOCIETY AND THE TOWN OF SOUTHOLD THE NORTH FORK AU][)UBON SOCIETY ACTING AS AN INDEPENDENT CONTRACTOR (HEREAFTER "CONTRACTOR"). Name of Contractor: NORTH FORK AUDUBON SOCIETY Address: PO Box 973 Mattitnck NYI 1952 THE TOWN OF SOUTHOLD AND THE CONTRACTOR (collectively, the "Parties" and each a "Party") AGREE AS FOLLOWS: The North Fork Audubon Society will conduct a beach-dependent species management program providing staff, equipment and tools. Town of South old will compensate North Fork Audubon Society. North Fork Audubon will hire seasonal stewards to locate, post, fence, and monitor beach nesting birds and rare coastal plant sites on Long Island, and purchase equipment, including binoculars, fencing materials, and necessary tools. The North Fork Audubon Society will utilize compensation from The Town Of South old to hire at least one seasonal steward by April I st each season. North Fork Audubon, on behalf of The Town of South old, will identify a single Point of Contact (POC). POC will meet wilh representative of Southold Town and/ or TNC's Coastal Resources Manager on a maximum of a bi-weekly basis. POC to provide Southold Town and/or TNC with progress reports upon request. POC to provide a report of all activities associated with this agreement by June IS of each year. POC to provide a report of all activities associated with this agreement by September IS of each year. TNC will provide pre-, post-, and during-season training and on-site assistance to advise on management issues, resolve questions regarding the USFWS guidelines, assist in concise data gathering, and advise on private landowner relations. If any of the services are to be performed on land that is not owned by The Town Of South old or the TNC, the Contractor shall be responsible for obtaining the landowner's prior permission before entering upon such land. 1. PAYMENTS. A Comoensation, For all of the services described above and all goods and materials supplied by the Contractor, the Town Of So nth old shall pay the Contractor a fixed price of$ 15.000.00 Payments will be made according to the following schedule: Down payment: $ 2,500.00 2n' payment: $ 3,500.00 3" payment: $ 1,000.00 4"' payment: $ 3,500.00 5"' payment: $ 3,500.00 6"' and fmal oaYment: $ 1.000.00 Total $ 15,000.00 within 10 business day of contract signing Upon receipt of mid-season report due June IS, 2006 Upon receipt of end of season report due September IS, 2006 At Start of Season March I, 2007 Upon receipt of mid-season report due June 15,2007 Uoon receiot of end of season reoort due Seotember 15. 2007 ... B. Terms 1. TERMS OF PAYMI:NT. Invoices for services will be presented to the Town Of South old ten days in advance of payments made to the Contractor in accordance with the payment schedule above. The Town of Southold shall pay the Contractor within thirty (30) days after the Town receives an invoice and accepts the services performed under the Contract 2. TERM OF CONTRACT. This Contract shall begin on April 1.2006. ("Commencement Date") and shall remain in effect until March I. 2008 ("Expiration Date"), or until the work required is satisfactorily completed, whichever comes fIrst. Any extension beyond the Expiration Date must be in writing and signed by the Town Of Southold 3. PERFORMANCE OF WORK. The Contractor is qualifIed and willing to perform the services described above as an independent contractor in accordance with the highest standards of the Contractor's profession or craft and to the satisfaction ofthe Town of South old. The Contractor shall not be paid for any work found by the Town to be unsatisfactory. 4. LIABILITYIINSURANCE. The work to be performed under this Contract shall be performed entirely at the Contractor's risk. The Contractor agrees to indemnify and hold the Town harmless for any and all liability or loss arising in any way out of the performance of this Contract. The Contractor shall carry appropriate workers' compensation, hazard and liability insurance coverage written on an occurrence basis during the term of this Contract. Upon request from the Conservancy, the Contractor shall have the Town named as an additional insured on the Contractor's policy and provide the Town with evidence that the appropriate insurance coverage is in effect. 5. TERMINATION ANII> REMEDIES. The Conservancy may cancel this Contract at any time upon two weeks written noti"e. Should this occur, payment for work satisfactorily completed shall be adjusted accordingly. In addition, if the Contractor defaults in performance of the Contractor's duties under this Contract, whether for circumstances within or beyond the control of the Contractor, the Conservancy may immediately terminate this Contract by written notice to the Contractor. Should terminatiou occur as a lCesult of the Contractor's default, the Conservancy shall be entitled to damages from the Contractor resulting from the Contractor's default and shall be entitled to offset any amounts payable to the Contractor for work satisfactorily completed against such damages. The balance of amounts payable to the Contractor for work satisfactorily completed, if any, shall be paid to the Contractor. Notice shall be given to addresses mentioned on Page 1. 6. INDEPENDENT CONTRACTOR. The Parties intend that an independent Contractor-client relationship will be created by this Contract. The conduct and control of the work will lie solely within the purview of the Contractor. The Contractor is not to be considered an agent or employee of the Town for any purpose, and no joint venture or principal-agent relationship exists. The Contractor and employees of the Contractor are not entitled to any of the benefIts that the Town provides for its employees. Neither the Town nor the Contractor shall have any right, power, or authority to create any obligation, expressed or implied on behalf ofthe other. 7. ASSIGNMENT/SUBCONTRACT. The Contractor may not assign or transfer this Contract or subcontract for the work to be performed without prior written consent of the Town. 8. OWNERSHIP OF DOCUMENTS AND DATA. All rights. title, and interest to and including the rights of copyright in any reports, studies, photographs (and negatives), computer programs, drawings, writings or other similar works or documents, along with all supporting data and material (collectively the "Works"), produced under this Contract are "works for hire" in accordance with the defmition of that term under the copyright laws of the United States. The Contractor hereby unconditionally assigns, and at any time in the future upon request shall assign, all rights and interests of any sort, including without limitation, all copyrights and other intellectual property rights, in and to the Works produced under this Contract. The Town shall have the sole and exclusive right, title and interest (including ,. copyright interest) in the works. Upon request from the Town the Contractor must deliver to the Town all Works not delivered to the Town under Section I "Contractor's Duties". The Contractor may use the Works only with the prior written approval of the Town and any use of these materials or data shall include an acknowledgment that the materials or data are the property of Town Of Southold. The Contractor warrants to the Town that the Contractor shall not infringe the intellectual property rights of others in the performance ofthis Contract and agrees to indemnify the Town and hold it harmless from and against all demands, claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from any action by a third party against the Town relating to the Works. Notwithstanding the foregoing, the Contractor shall have the right to use, publish, or distribute such reports, photographs, data, or analyses thereof in North Fork Audubon Society reports, academic papers and scientific or academic journals (with or without co-authors) provided that the Contractor shall acknowledge that funding of these activities was made available from the Town. 9. CONFIDENTIAL INFORMATION. During the course of the performance of this Contract, the Contractor may have a<:cess to materials, data, strategies, systems, or other information relating to the Town and its programs, which is intended for intemal use only. Any such information acquired by the Contractor shall not be used, published, or divulged by the Contractor to any person, firm, or corporation or in any advertising or promotion regarding the Contractor or the Contractor's services, or in any manner or connection whatsoever without first having obtained the written permission of the Town, which permission the Town may withhold in its sole discretion. 10. TAXES. The Contractor agrees to be responsible for any and all filing and payment of taxes and for compliance with any and all provisions and requirements arising under any applicable tax laws of New York. Neither federal, nor state, nor local income tax, nor payroll tax of any kind shall be withheld or paid by the Town on b<,half of the Contractor, or employees of the Contractor. If appropriate, the Town shall report all flOes paid to the Contractor to the IRS on Form 1099. II. OTHER PROVISIONS. U.S. GOVERNMENT LAWS AND REGULA nONS. The Contractor understands that this Contract shall be funded by U.S. Government funding and that the Contractor shall be responsible for ensuring that all work/travel is carried out in compliance with any pertinent regulations and laws including but not limited to those listed in Attachment I. GENERAL PROVISIONS. I) Appendix A- 43 C.F.R., Part 12; 2) Appendix B - DI-i3590, Civil Rights Assurance; 3) Appendix C - DI-2010, Certifications Regarding Debarment, Suspension, and Other Responsibility Matters, Dmg-Free Workplace Requirements and Lobbying. 12. COMPLIANCE WITH LAWS. The Contractor agrees, represents, and warrants that in connection with any business transaction contemplated by this Contract, the Contractor can lawfully work in the United States and shall obtain any permits or licenses required and comply with all U.S. laws and regulations and shall not take any actions that might cause the Conservancy to be in violation of any U.S. laws and regulations. 13. CHOICE OF LA WIF'ORUM. This Contract shall be interpreted, construed and governed by the laws of New York State except for its mles regarding conflict of laws. In the event of any litigation over the interpretation or application of any of the terms or provisions of this Contract, Conservancy and Contractor agree that 11itigation shall be conducted in NY, U.S.A. The Parties hereby agree that venue in New York shall be proper and that the Parties are subject or shall make themselves subject to personal jurisdiction in that court. 14. BINDING EFFECT/AMENDMENTS. This Contract shall become binding when signed by the Parties. This Contract supersedes all prior or contemporaneous communications and negotiations, both ~ oral and written and constitutes the entire Contract between the Parties relating to the work set out above. No amendment shall be effective except in writing signed by both Parties. 15. SEVERABILITY. If any provision of this Contract is held invalid, the other provisions shall not be affected thereby. NORTH FORK AUDUBON SOCIETY THE TOWN OF SOUTHOLD By: MAIl f-€.e~) {!..(j L.L {U/4J ?~ p' tName th rized Representative ~ t,,/ ~1IL- Title: Title: Date: ( Attome~ OR Approved by: Date: Date: By: )(' 0++ A. (( vU\F (( Print Name Authorized Repr nlative Signa 5L-LFL/i5D r 110.-'( '-1./ dODfo ~or~ !f-CjS-e- !J:::/lft~ (sr- dl/' ,5-f7J--/l+ (V,-J/I " , /7.- oG-tJn 0~ ')0 <A.-..f1.,o tcf April I, 2006 By: E-mail (attached) (E.g. fax! phone/ E-mail) /. Southold Sites Covered by Grant Proposal Kimogener Point Downs Creek Marratooka Point Mattituck Inlet Little Hog Neck Cutchogue Harbor Little Creek Goldsmith's Inlet Paradise Point Jockey Creek Goose Creek Gull Pond West Angel Shores Corey Creek Richmond Creek Pipes Cove Conkling Point Port of Egypt