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HomeMy WebLinkAboutBay to Sound Integrated Trails ProjectRESOLUTION 2009-297 ADOPTED DOC ID: 4913 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2009-297 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON APRIL 7, 2009: WHEREAS, the Town of Southold hereby accepts a grant from the County of Suffolk in the amount of $35,000.00 with a local match of $35,000.00 in connection with the implementation of Phase 1 regarding the Bay to Sound Integrated Trails Project to be paid to the New York State Natural Heritage inventory to complete the cost of flora and fauna survey as required for SEQRA; and WHEREAS, the Town's local match may be satisfied through in-kind services in partnership with the Group for the East End, North Fork Audubon Society, and volunteers; and it is hereby RESOLVED that the Town Board of the Town of Southold hereby accepts the grant award and expresses its intent to enter into an Intermunicipal Agreement with the County of Suffolk for Phase 1~ and hereby authorizes Supervisor Scott A. Russell to execute the Intermunicipal Agreement for this pro]ect, subject to the approval of the Town Attomey. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William Ruland, Councilman SECONDER: Albert Krupski Jr., Councilman AYES: Ruland, Krupski Jr., Wickham, Evans, Russell ABSENT: Vincent Orlando MARTIN D. FINNEGAN TOWN ATTORNEY martm.finnegan@town.southold.ny.us JENNIFER ANDALORO ASSISTANT TOWN ATTORNEY jennifer.andaloro@town.southold.ny.us LORI M. HULSE ASSISTANT TOWN ATTORNEY lori.hulse@town.southol&ny.us SCOTT A. RUSSELL Supervisor Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone (631) 765-1939 Facsimile (631) 765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD To: From: Date: Subject: MEMORANDUM Mr. John Sepenoski Lynne Krauza November 21,2011 Bay to Sound Agreement Bay to Sound Integrated Trails Initiative Phase I Pursuant to your telephone conversation with Lod M. Hulse on 11/17/11, I am enclosing a copy of the County's cover letter dated November 16, 2011 along with the original Suffolk County Payment Voucher which must be completed and submitted in order for the Town to receive payment from Suffolk County in connection with the referenced matter. It is my understanding that you will handle completing the Payment Voucher and submitting same to Suffolk County. If you have any questions regarding this matter of if I can be of assistance in this regard, please feel free to call me. Thank you. /Ik Enclosures cc: Ms. Elizabeth A. Neville, Town Clerk Mr. John Cushman, Comptroller COUNTY OF SUFFOLK DEPARTMENT OF ENVIRONMENT AND ENERGY STEVE LEVY COUNTY EXECUTIVE BRIAN T. CULHANE COMMISSIONER November 16, 2011 Ms. Lynne Krauza Town of Southold Office of Town Attorney P.O. Box 1179 Southold, NY 1197%0959 RE: Fully Executed Contract 09-EE-O02 Dear Ms. Krauza: Enclosed please find a fully executed Intermunicipal Agreement between the County of Suffolk and the Town of Southold for the Bay to Sound Integrated Trails Initiative Phase I. As specified in the contract, in order for payment to be made by the County it is required that you prepare and submit a Suffolk County Payment Voucher along with supporting documentation as identified in the project budget summary of the contract agreement. A payment voucher has been enclosed. If you have any questions please do not hesitate to contact me. Frank P. Castelli Environmental Projects Coordinator Suffolk County Department of Environment and Energy FPC:gkr Enc. NOV 17 2011 TOWN ATTORNEY'S OFFICE TOWN OF SOUTHOLD LOCATION: MAILING ADDRESS H. LEE DENNISON BUILDING. 2~ FLOOR P.O BOX 6100 OFFICE (631 ) 853-591 l 100 VETERANS MEMORIAL HIGHWAY · HAUPPAUGE, NY 11788-0099 · FAX (631) 853-5905 SUFFOLK COUNTY PAYMENT VOUCHER adeptS: ', J Contact: Payment Voucher # Responsible Agcy Modify Dept' Address 1377134 · Vendor Codd (10-1) Address Ln (02) Rev (4) Cd (2) Number (11) Ltl (2) JBS Accl (4) Descrignion (17) I I Number (12) I,n (3) Capital Project # P/F I I Additional Comments DEPARTMENT CERTIFICATION: I hereby ceaify that the materials above sl~cified have been received by mc in good condition without substitution. The service properly performed and that the quantities thereof have been verified with the exceptions of discrepancies no{ed and payment is approved. PAYEE CERTIFICATION: I certify that the above bill is just, txue and correct; tha( no part thereof has been paid except as stated; that the balance is actually duc and owing; that taxes from which the County is exempt axe excluded and that I have read and am familiar with the provisions of Local Law 32-1980 as detailed in the payee instruction section of this voucher. SIGNED DATE TITLE "~,~PAYEE'S SIGNATURE TITLE NAME OF COMPANY Fnt'rn PV Original: Audit & Control t Yellow Copy: Department Accounting ~os Rev 06/27/11: Law No. 09-EE-002 Town of SouthOId - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12/31112 ORIGINAL Intermunicipal Agreement This Agreement ("Agreement") is between the County of Suffolk ("County"), a municipal corporation of the State of New York, acting through its duly constituted Department of Environment and Energy ("Department") located at 100 Veterans Memorial Hwy., Hauppauge, NY 11788, and the Town of Southold ("Town"), a municipal corporation of the State of New York, having an office at 53095 Route 25, Southold, New York 11971. The Town has been designated to receive funds from the County towards the implementation of phase one of the Bay to the Sound Integrated Trails Integrated Trails Initiative ("Project") as set forth in Exhibit D, attached. Term of Agreement: Shall be from April 1,2011 through December 31, 2012. Total Cost of Agreement: Shall not exceed $35,000.00, as set forth in Exhibit F, attached. Terms and Conditions: Shall be as set forth in Exhibits A through I. Townbel°w'In Witness Where°f' the parties heret° have executed th~i~~ 7 latest date written of Sound _ ~9 · _ , Couat~ff~u~//~/ S'~'[/ott A. Russell : C a nell Supervisor Scott A. Russell, hereby certifies under penalties of perjury that I am an officer of the Town of Southold, that I have read and I am familiar with §A5-7 of Article V of the Suffolk County Code, and that the Town of Southold meets all Date: ~Lt.0..~ ~ ~0~.~ Approved as to Legality; Christine Malafi, County Attorney Justin W. Smiloff Ass~tant County Attorney Date: Deputy County ~,xecutive Date: ////% Approved: Suffolk County Department of Environment and Energy Commissioner Date: /'~:~//'~- Page 1 of 36 Pages Iii111111 0011144 Rev 06127/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 List of Exhibits Exhibit A General Terms and Conditions 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 16. 18. 19. 20. 22. 23. 24. 25. Roles and Responsibilities of the Town Termination Indemnification and Defense Insurance Independent Contractor Severability Merger; No Oral Changes Governing Law No Waiver Cooperation on Claims Confidentiality Assignment and Subcontracting No Intended Third Party Beneficiaries Publications and Publicity Compliance with Law Records Management Information Access Arrears to County Qualifications, Licenses, and professional standards, Notifications and Engineering Certificate Conflicts of Interest Set-Off Rights Copyrights and Patents Certification as to Relationships Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future Construction Advance Approval by Village of Greenport Required Exhibit B Suffolk County Legislative Requirements 7_: 9_:. 1 ()~. Contractor's/Vendor's Public Disclosure Statement I,iving Wage Law Use of County Resources to Interfere with Collective Bargaining Activities Lawful Hiring of Employees Law Gratuities Prohibition Against Contracting with Corporations that Reincorporate Overseas Child Sexual Abuse Reporting Policy Non Responsible Bidder Use of Funds in Prosecution of Civil Actions Prohibited Youth Sports Page 2 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411/11-12/31112 11. Work Experience Participation Suffolk County l.ocal l,aws Website Address Exhibit C Notices and Contact Persons Exhibit D Services Town to Retain and Pay the New York State Natural Heritage Program; County Reimbursement Additional Town Services Reporting Exhibit E Payment Terms and Conditions 2. 3. 4. 5. 6. 7, 8. General Payment Terms Agreement Subject to Appropriation of Funds Accounting Procedures Audit Financial Statements and Audit Requirements Comptroller's Rules and Regulations for Consultant's Agreements Payments Limited to Actual Net Expenditures No Limitation on Rights Exhibit F Budget and Schedule of Payments 1. County Share 2. Town Match Exhibit G Project Description Exhibit H Local Match Category Description and Town Share Exhibit I Attachments Suffolk County Legislature Resolution No. 607-2008 Suffolk County Legislature Resolution No. 484-2009 Southold Town Board Resolution No. 2009-297 Page 3 of 36 Pages Rev 06127/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 5. 6. 7. Periodic Report Template Living Wage Form Lawful Hiring Form Union Certification Form Page 4 of 36 Pages Rev 06/27111: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 4/1/11-12/31/12 Exhibit A General Terms and Conditions Whereas, the Town is undertaking a two phase Project, currently in the first phase, that will create a trail network linking over 640 acres of preserved but unconnected land owned by the Town, the County and the Village of Greenport, encompassing but not limited to Inlet Pond County Park, Clark's Beach, Moore's Woods, Skipper Horton Park and Silver Lake; and Whereas, this Agreement relates to the first phase of the Project, which entails the Town retaining The Nature Conservancy, acting through the New York State Natural Heritage Program ("TNCNHP"), to inventory and conduct a survey of the flora and fauna present in the area that will be affected by the Project to enable the Town to identify and protect such flora and fauna and comply with the State Environmental Quality Review Act ("SEQRA"); and Whereas, this Agreement also relates to funds and/or in-kind services to be provided by the Town in furtherance of the Project, as a local match for the County funds; and Whereas, the County Legislature pursuant to Resolution No. 60%2008 appropriated $35,000 from the County's Water Quality Protection and Restoration Program and Land Stewardship Initiative funds to be conveyed to the Town to defray the cost of this first phase of the Project to the Town; and Whereas, the County Legislature by Resolution No. 484-2009 has authorized the County Executive to enter into this Agreement; and Whereas, the Town Board of the Town of Southold by Resolution No. 297-2009 has committed Town funds and/or in-kind Services for the lesser of $35,000.00 or one-half of the cost of the first phase of the Project and authorized the Supervisor of the Town of Southold to enter into this Agreement; and Now, Therefore, in consideration of the mutual provisions and covenants hereafter set forth, the parties hereto agree as follows: 1. Roles and Responsibilities of the Town The Town shall provide the Services set forth in Exhibit D.' 2. Termination a. Thirty Days Termination The County shall have the right to terminate the Agreement without cause, for any reason, at any time, upon such terms and conditions it deems appropriate, provided, however, that no such termination shall be effective unless the Town is given at least thirty (30) days notice. Page 5 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 b. Event of Default; Termination on Notice If the Town defaults under any provision of this Agreement, the County may terminate the Agreement, on not less than five (5) days notice, upon such terms and conditions it deems appropriate. c. Termination Notice Any notice providing for termination shall be delivered as provided for in Exhibit C of this Agreement. d. Duties upon Termination i. The Town shall discontinue the Services as directed in the Termination Notice. ii. The County shall pay the Town for the Services rendered through the date of termination. iii. The County shall be released from any and all liability under this Agreement, effective as of the date of the termination notice. iv. Upon termination, the Town shall reimburse the County the balance of any funds advanced to the Town by the County no later than 30 days after termination of the Agreement. The provisions of this subparagraph shall survive the expiration or termination of the Agreement. Vo Nothing contained in this paragraph shall be construed as a limitation on the County's rights set forth in paragraph 21 of this Exhibit A. Indemnification and Defense The Town shall protect, indemnify, and hold harmless the County, its agents, servants, officials, and employees from and against all liabilities, fines, penalties, actions, damages, claims, demands, judgments, losses, suits or actions, costs, and expenses caused by the negligence or any acts or omissions of the Town, including reimbursement df the cost of reasonable attorneys' fees incurred by the County, its agents, servants, officials, and employees in any action or proceeding arising out of or in connection with the Agreement. The Town hereby represents and warrants that it will not infringe upon any copyright in performing the Services. The Town agrees that it shall protect, indemnify, and hold harmless the County, its agents, servants, officials, and employees from and against all liabilities, fines, penalties, actions, damages, claims, demands, judgments, losses, suits or actions, costs, and expenses arising out of any claim asserted for infringement of Page 6 of 36 Pages Rev 06/27111: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 copyright, including reimbursement of the cost of reasonable attorneys' fees incurred by the County, its agents, servants, officials, and employees in any action or proceeding arising out of or in connection with any claim asserted for infringement of copyright due to the Town's actions in carrying out its duties under this Agreement. The Town shall defend the County, its agents, servants, officials, and employees in any proceeding or action, including appeals, arising out of, or in connection with, the Agreement, and any copyright infringement proceeding or action. At the County's option, the County may defend any such proceeding or action and require the Town to pay reasonable attorneys' fees for the defense of any such suit. Insurance The Town agrees to procure, pay the entire premium for and maintain throughout the term of this Agreement, insurance in amounts and types specified by the County and as may be mandated and increased from time to time. The Town agrees to require that all of its subcontractors, including but not limited to the New York State Natural Heritage Program, the Village of Greenport and any volunteer organizations performing services under this Agreement, in connection with work performed for the Town related to this Agreement, procure, pay the entire premium for and maintain throughout the term of this Agreement insurance in amounts and types equal to that specified by the County for the Town. Unless otherwise specified by the County and agreed to by the Town, in writing, such insurance shall be as follows: Commercial General Liability insurance, including contractual liability coverage, in an amount not less than Two Million Dollars ($2,000,000.00) per occurrence for bodily injury and Two Million Dollars ($2,000,000.00) per occurrence for property damage. ii. Automobile Liability insurance (if any vehicles are used by the Town in the performance of this Agreement) in an amount not less than Five Hundred Thousand Dollars ($500,000.00) per person, per accident, for bodily injury and not less than One Hundred Thousand Dollars ($100,000.00) for property damage per occurrence. iii. Worker's Compensation and Employer's Liability insurance in compliance with all applicable New York State laws and regulations and Disability Benefits insurance, if required by law. The Town shall furnish to the County, prior to its execution of this Agreement, the documentation required by the State of New York Workers' Compensation Board of coverage or exemption from coverage pursuant to §§57 and 220 of the Workers' Compensation Law. In accordance with General Municipal Law § 108, this Agreement shall be void and of no effect unless the Town shall provide and maintain coverage during the term of this Agreement for the benefit of such employees as are required to Page 7 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 4/1111-12/31/12 be covered by the provisions of the Workers' Compensation Law. iv. Professional Liability insurance in an amount not less than Two Million Dollars ($2,000,000.00) on either a per occurrence or claims made coverage basis. All policies providing such coverage shall be issued by insurance companies with an A.M. Best rating orA, or better. The Town shall furnish to the County Declaration Pages for each such policy of insurance and upon request, a true and certified original copy of each such policy, evidencing compliance with the aforesaid insurance requirements. In the case of commercial general liability insurance, the County of Suffolk shall be named as an additional insured and the Town shall furnish a Declaration Page and endorsement page evidencing the County's status~ as an additional insured on said policy. All such Declaration Pages, certificates and other evidence of insurance shall provide for the County of Suffolk to be notified in writing thirty (30) days prior to any cancellation, nonrenewal or material change in said policies. Such Declaration Pages, certificates, policies and other evidence of insurance and notices shall be mailed to the Department at its address as set forth in this Agreement in the paragraph entitled "Notices and Contact Persons" or at such other address of which the County shall have given the Town notice in writing. In the event the Town shall fail to provide the Declaration Pages or certificates of insurance or to maintain any insurance required by this Agreement, the County may, but shall not be required to, obtain such policies and deduct the cost thereof from payments due the Town under this Agreement or any other agreement between the County and the Town. L If the Town has a self-insurance program under which it acts as a self-insurer for any of such required coverage, it may provide self-funded coverage and certificates or other evidence of such self-insurance in lieu of insurance issued by insurance companies. Independent Contractor The Town and persons hired by the Town shall not, and shall never be, considered employees of the County for any purpose. Notwithstanding anything contained in this Agreement, the Agreement shall not be construed as creating a principal-agent relationship between the County and the Town or the Town and the County, as the case may be. Page 8 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 6. Severability It is expressly agreed that if any term or provision of this Agreement, or the application thereof to any person or circumstance, shall be held invalid or unenforceable to any extent, the remainder of the Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and every other term and provision of the Agreement shall be valid and shall be enforced to the fullest extent permitted by law. Merger; No Oral Changes It is expressly agreed that this Agreement represents the entire agreement of the parties, that all previous understandings are herein merged in this Agreement. No modification of this Agreement shall be valid unless written in the form of an Amendment and executed by both parties. o Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws. Venues shall be designated in Suffolk County, New York or the United States District Court for the Eastern District of New York, or if appropriate, a court of inferior jurisdiction in Suffolk County. No Waiver It shall not be construed that any failure or forbearance of the County to enforce any provision of the Agreement in any particular instance or instances is a waiver of that provision. Such provision shall otherwise remain in full force and effect, notwithstanding any such failure or forbearance. 10. 11. Cooperation on Claims Each party signing this Agreement shall render diligently to the other parties, without compensation, any and all cooperation that may be required to defend the other parties, their employees and designated representatives against any claim, demand or action that may be brought against the other parties, their employees or designated representatives arising out of or in cotmection with this Agreement. Confidentiality Any records, reports or other documents of the County or any of its agencies used by the Town pursuant to this Agreement or any documents created as a part of this Agreement shall remain the property of the County and shall be kept confidential in accordance with applicable laws, rules and regulations. Page 9 of 36 Pages Rev 06127111: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411/11-12/31/12 12. Assignment and Subcontracting The Town shall not delegate its duties under the Agreement, or assign, transfer, convey, sublet, or otherwise dispose of the Agreement, or any of its right, title or interest therein, or its power to execute the Agreement, or assign all or any portion of the monies that may be due or become due hereunder, (collectively referred to in this paragraph 12 as "Assignment"), to any other person, entity or thing without the prior written consent of the County, and any attempt to do any of the foregoing without such consent shall be void ab initio. Such Assignment shall be subject to all of the provisions of the Agreement and to any other condition the County requires. No approval of any Assignment shall be construed as enlarging any obligation of the County under the terms and provisions of the Agreement. No Assignment of the Agreement or assumption by any person of any duty of the Town under the Agreement shall provide for, or otherwise be construed as, releasing the Town from any term or provision of the Agreement. co The County hereby consents to the Town's use of TNCNHP as a subcontractor to perform the flora and fauna survey contemplated by Exhibit D, paragraph 1, of this Agreement. This consent is contingent upon compliance by TNCNHP with the terms and conditions of this Agreement. 13. No Intended Third Party Beneficiaries This Agreement is entered into solely for the benefit of the County and the Town. No third party shall be deemed a beneficiary of this Agreement, and no third party shall have the right to make any claim or assert any right under this Agreement, except that the parties agree that the consent of the Village of Greenport will be obtained for those portions of the project that are either within the jurisdiction of the Village of Greenport and or are located on property that is owned by the Village of Greenport. 14. Publications and Publicity The Town and its subcontractors shall not issue or publish any book, article, report or other publication related to this Agreement without first obtaining written prior approval from the County. Any such printed matter or other publication shall contain the following statement in clear and legible print: "This publication is fully or partially funded by the Suffolk County Executive's Office." The Town and its subcontractors shall not issue press releases or any other information provided to the media, in any form, concerning this Agreement without first obtaining written approval from the County. Page 10 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 4/1/11-12/31112 15. Compliance with Law The Town and its subcontractors, in their performance of work pursuant to this Agreement shall comply with all applicable Federal, State, County and local laws, roles, regulations, codes, ordinances, requirements and County policies in effect on the date of execution of this Agreement and as may be adopted or amended from time to time, including the local laws of the Village of Greenport as may be applicable. 16. Records Management The Town shall keep accurate manual and automated records under this Agreement, as required by the Department. 17. Information Access Subject to any applicable provisions of law or regulations, the Department shall not be denied access to any informations records or reports that are within purview of this Agreement. 18. Arrears to County The Town warrants that, except as may otherwise be authorized by agreement, it is not in arrears to the County upon any debt, contract, or any other lawful obligation, and is not in default to the County as surety. 19. Qualifications, Licenses, and professional standards, Notifications and Engineering Certificate bo The Town specifically represents and warrants that is has and shall possess, and that, to the extent applicable, its employees, agents and contractors have and shall possess during the term of the Agreement, the required licensing, education, knowledge, experience and character necessary to qualify them individually for the particular duties they perform and that the Town has and shall have, to the extent applicable, and its employees, agents and contractors have and shall have, all required authorizations, certificates, certifications, registrations, licenses, permits or other approvals required by the State, County or local authorities to perform the work for which reimbursement is being provided by the County pursuant to this Agreement. The Town shall immediately notify the County, in writing, of any disciplinary proceedings, commenced or pending, with any authority relating to a license held by any person necessary to qualify him, her, or the Town to perform the Services. In the event that a person is no longer licensed to perform the Services, the Town must immediately notify the County, but in no event shall such notification be later than five (5) days after a license holder has lost the license required to qualify the license holder or the Town to perform the Services. In the event that the Town is not able to perform Page 11 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 20. 21. the Services due to a loss of license, the Town shall not be reimbursed for the Services rendered after the effective date of termination of such license. Without limiting the generality of the foregoing, if any part of the Agreement remains to be performed, and the termination of the license does not affect the Town's ability to render the Services, every other term and provision of the Agreement shall be valid and enforceable to the fullest extent permitted by law. The Town shall maintain on file, in one location in Suffolk County, all records that demonstrate that it has complied with sub-paragraphs (a) and (b) above. The address of the location of the aforesaid records and documents shall be provided to the County no later than the date of execution of the Agreement. Such documentation shall be kept, maintained, and available for inspection by the County upon twenty-four (24) hours notice. In the event that this Agreement requires any engineering services, the Town shall submit, prior to, or along with, any plans, reports, specifications, permit or other applications, analyses or other engineering work required to be submitted to the Department for approval under this Agreement, the Certificate(s) of Authorization, issued pursuant to § 7210 of the New York Education Law, of its consultants, subcontractors, subcontractors, and/or any other entity (including, but not limited to, the Town and any of its subsidiaries, divisions, affiliates or an entity under the control of the Town) performing all or part of the engineering services necessary hereunder. Failure to file, submit or maintain said Certificate(s) shall be grounds for rejection of any plans, reports, specifications, permit or other applications, analyses or other engineering work submitted for approval under the terms of this Agreement. Conflicts of Interest The Town shall not, during the term of this Agreement, pursue a course of conduct which would cause a reasonable person to believe that he or she is likely to be engaged in acts that create a substantial conflict between its obligations under the Agreement and its private interests. The Town is charged with the duty to disclose to the County the existence of any such adverse interests, whether existing or potential. This duty shall continue as long as the term of this Agreement. The determination as to whether or when a conflict may potentially exist shall ultimately be made by the County Attorney after full disclosure is obtained. Set-Off Rights. The County shall have all of its common law, equitable, and statutory rights of set-off. These rights shall include, but not be limited to, the County's option to withhold, for the purposes of set-off, any moneys due to the Town under this Agreement up to any amounts due and owing to the County with regard to this Agreement and/or any other Agreement with any County department or agency, including any contract for a term commencing prior to the term of this Agreement, plus any amounts due and owing to the County for any other reason including, Page 12 of 36 Pages Rev 06/27111: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 4/1/11-12131112 22. 23. 24. without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The County shall exercise its set-off rights in accordance with normal County practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the County agency, its representatives, or the County Comptroller, and only after legal consultation with the County Attorney. Copyrights and Patents a. Copyrights If the work of the Town under this Agreement should result in the production of original books, manuals, films or other materials for which a copyright may be granted, the Town may secure copyright protection. However, the County reserves, and the Town hereby gives to the County, and to any other municipality or government agency or body designated by the County, a royalty-free, nonexclusive license to produce, reproduce, publish, translate or otherwise use any such materials. b. Patents If the Town under this Agreement makes any discovery or invention in the course of or as a result of work performed under this Agreement, the Town may apply for and secure for itself patent protection. However, the County reserves, and the Town hereby gives to the County, and to any other municipality or government agency or body designated by the County, a royalty-free, nonexclusive license to produce or otherwise use uny item so discovered or patented. Certification as to Relationships The Town certifies under penalties of perjury that, other than through the funds provided in the Agreement and other valid agreements with the County, there is no known spouse, life partner, business, commercial, economic, or financial relationship with the County or its elected officials. The Town also certifies that there is no relationship within the third degree of consanguinity, between the Town, any of its partners, members, directors, or shareholders owning five (5%) percent or more of the Town, and the County. Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future Construction In the event that the Agreement is subject to the Lawful Hiring of Employees Law of the County of Suffolk, Suffolk County Code Chapter 234, as more fully set forth in the Article entitled "Suffolk Cotmty Legislative Requirements," the Town shall maintain the documentation mandated to be kept by this law on the construction site at all times. Employee sign-in sheets and register/log books shall be kept on the construction site at all times and all covered employees, as defined in the law, shall be required to sign such sign-in Page 13 of 36 Pages Rev 06127111: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 sheets/register/log books to indicate their presence on the construction site during such working hours. 25. Advance Approval by Village of Greenport Required The Town agrees to obtain the written approval by a resolution of the Board of Trustees of the Village of Greenport prior to formalizing or commencing work on any portion of the project that is to be located on, within or adjacent to property that is either owned y or within the jurisdiction of the Village of Greenport. End of Text for Exhibit A Page 14 of 36 Pages Rev 06/27111: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 Exhibit B Suffolk County Legislative Requirements Contractor's/Vendor's Public Disclosure Statement It shall be the duty of the Town to read, become familiar with, and comply with the requirements of section A5-7 of Article V of the Suffolk County Code. Unless certified by an officer of the Town as being exempt from the requirements of section A5-7 of Article V of the Suffolk County Code, the Town represents and warrants that it has filed with the Comptroller the verified public disclosure statement required by Suftblk County Administrative Code Article V, Section A5-7 and shall file an update of such statement with the Comptroller on or before the 31st day of January in each year of the Contract's duration. The Town acknowledges that such filing is a material, contractual and statutory duty and that the failure to file such statement shall constitute a material breach of the Contract, for which the County shall be entitled, upon a determination that such breach has occurred, to damages, in addition to all other legal remedies, of fifteen percent (15%) of the amount of the Contract. Required Form: Suffolk County Form SCEX 22; entitled "Contractor's/Vendor's Public Disclosure Statement" Living Wage Law It shall be the duty of the Town to read, become familiar with, and comply with the requirements of Chapter 347, Of the Suffolk County Code. This Contract is subject to the Living Wage Law of the County of Suffolk. The law requires that, unless specific exemptions apply, all employers (as defined) under service contracts and recipients of County financial assistance, (as defined) shall provide payment of a minimum wage to employees as set forth in the Living Wage Law. Such rate shall be adjusted annually pursuant to the terms of the Suffolk County Living Wage Law of the County of Suffolk. Under the provisions of the Living Wage Law, the County shall have the authority, under appropriate circumstances, to terminate the Contract and to seek other remedies as set forth therein, for violations of this Law. Required Forms: Suffolk County Living Wage Form LW-1; entitled "Suffolk County Department of Labor - Living Wage Unit Notice of Application for County Compensation (Contract)." Suffolk County Living Wage Form LW-38; entitled "Suffolk County Department of Labor - Living Wage Unit Living Wage Certification/Declaration Subject To Audit." Page 15 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411/11-12/31/12 Use of County Resources to Interfere with Collective Bargaining Activities It shall be the duty of the Town to read, become familiar with, and comply with the requirements of Chapter 466 of the Suffolk County Code. County Contractors (as defined by section 466-2) shall comply with all requirements of Chapter 466 of the Suffolk County Code, including the following prohibitions: a. The Town shall not use County funds to assist, promote, or deter union organizing. No County funds shall be used to reimburse the Town for any costs incurred to assist, promote, or deter union organizing. No employer shall use County property to hold a meeting with employees or supervisors if the purpose of such meeting is to assist, promote, or deter union organizing. If the Services are performed on County property, the Town must adopt a reasonable access agreement, a neutrality agreement, fair communication agreement, non-intimidation agreement, and a majority authorization card agreement. If the Services are for thc provision of human services and are not to be performed on County property, the Town must adopt, at the least, a neutrality agreement. Under the provisions of Chapter 466, the County shall have the authority, under appropriate circumstances, to terminate the Contract and to seek other remedies as set forth therein, for violations of this Law. Required Form: Suffolk County Labor Law Form DOL-LO 1; entitled "Suffolk County Department of Labor - Labor Mediation Unit Union Organizing Certification/Declaration - Subject to Audit." 4. Lawful Hiring of Employees Law It shall be the duty of the Town to read, become familiar with, and comply with the requirements of Chapter 234 of the Suffolk County Code. This Contract is subject to the Lawful Hiring of Employees Law of the County of Suffolk. It provides that all covered employers, (as defined), and the owners thereof, as the case may be, that are recipients of compensation from the County through any grant, loan, subsidy, funding, appropriation, payment, tax incentive, contract, subcontract, license agreement, lease or other financial compensation agreement issued by the County or an awarding agency, where such compensation is one hundred percent (100%) funded by the County, shall submit a completed sworn affidavit (under penalty of perjury), the form of which is attached, certifying that they have complied, in good faith, with the requirements of Title 8 of the United States Code Page 16 of 36 Pages Rev 06127/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411/11-12131112 Section 1324a with respect to the hiring of covered employees (as defined) and with respect to the alien and nationality status of the owners thereof. The affidavit shall be executed by an authorized representative of the covered employer or owner, as the case may be; shall be part of any executed contract, subcontract, license agreement, lease or other financial compensation agreement with the County; and shall be made available to the public upon request. All contractors and subcontractors (as defined) of covered employers, and the owners thereof, as the case may be, that are assigned to perform work in connection with a County contract, subcontract, license agreement, lease or other financial compensation agreement issued by the County or awarding agency, where such compensation is one hundred pement (100%) funded by the County, shall submit to the covered employer a completed sworn affidavit (under penalty of perjury), the form of which is attached, certifying that they have complied, in good faith, with the requirements of Title 8 of the United States Code Section 1324a with respect to the hiring of covered employees and with respect to the alien and nationality status of the owners thereof, as the case may be. The affidavit shall be executed by an authorized representative of the contractor, subcontractor, or owner, as the case may be; shall be part of any executed contract, subcontract, license agreement, lease or other financial compensation agreement between the covered employer and the County; and shall be made available to the public upon request. An updated affidavit shall be submitted by each such employer, owner, contractor and subcontractor no later than January 1 of each year for the duration of any contract and upon the renewal or amendment of the Contract, and whenever a new contractor or subcontractor is hired under the terms of the Contract. The Town acknowledges that such filings are a material, contractual and statutory duty and that the failure to file any such statement shall constitute a material breach of the Contract. Under the provisions of the Lawful Hiring of Employees Law, the County shall have the authority to terminate the Contract for violations of this Law and to seek other remedies available under the law. The documentation mandated to be kept by this law shall at all times be kept on site. Employee sign-in sheets and register/log books shall be kept on site at all times during working hours and all covered employees, as defined in the law, shall be required to sign such sign-in sheets/register/log books to indicate their presence on the site during such working hours. Required Forms: Suffolk County Lawful Hiring of Employees Law Form LHE-1; entitled "Suffolk County Department of Labor -Notice Of Application To Certify Compliance With Federal Law (8 U.S.C. SECTION 1324a) With Respect To Lawful Hiring of Employees." Page 17 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 "Affidavit Of Compliance With The Requirements Of 8 U.S.C. Section 1324a With Respect To Lawful Hiring Of Employees" Form LHE-2. 5. Gratuities It shall be the duty of the Town to read, become familiar with, and comply with the requirements of Chapter 386 of the Suffolk County Code. The Town represents and warrants that it has not offered or given any gratuity to any official, employee or agent of the County or the State or of any political party, with the purpose or intent of securing an agreemem or securing favorable treatment with respect to the awarding or amending of an agreement or the making of any determinations with respect to the performance of an agreement. 6. Prohibition Against Contracting with Corporations that Reincorporate Overseas It shall be the duty of the Town to read, become familiar with, and comply with the requirements of sections A4-13 and A4-14 of Article IV of the Suffolk County Code. The Town represents that it is in compliance with sections A4-13 and A4-14 of Article IV of the Suffolk County Code. Such law provides that no contract for consulting services or goods and services shall be awarded by the County to a business previously incorporated within the U.S.A. that has reincorporated outside the U.S.A. 7. Child Sexual Abuse Reporting Policy It shall be the duty of the Town to read, become familiar with, and comply with the requirements of Article IV of Chapter 577 of the Suffolk County Code. The Town shall comply with Article IV of Chapter 577, of the Suffolk County Code, entitled "Child Sexual Abuse Reporting Policy," as now in effect or amended hereafter or of any other Suffolk County Local Law that may become applicable during the term of the Contract with regard to child sexual abuse reporting policy. 8. Non Responsible Bidder It shall be the duty of the Town to read, become familiar with, and comply with the requirements of Article II of Chapter 143 of the Suffolk County Code. Upon signing the Contract, the Town certifies that it has not been convicted of a criminal offense within the last ten (10) years: The term "conviction" shall mean a finding of guilty after a trial or a plea of guilty to an offense covered under the provision of section 143-5 of the Suffolk County Code under "Nonresponsible Bidder." Page 18 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 9. Use of Funds in Prosecution of Civil Actions Prohibited It shall be the duty of the Town to read, become familiar with, and comply with the requirements of section 590-3 of Article III of Chapter 590 of the Suffolk County Code. The Town shall not use any of the moneys, in part or in whole, and either directly or indirectly, received under the Contract in connection with the prosecution of any civil action against the County in any jurisdiction or any judicial or administrative forum. 10. Youth Sports It shall be the duty of the Town to read, become familiar with, and comply with Article II1 of Chapter 419 of the Suffolk County Code. All contract agencies that conduct youth sports programs are required to develop and maintain a written plan or policy addressing incidents of possible or actual concussion or other head injuries among sports program participants. Such plan or policy must be submitted prior to the award of a County contract, grant or funding. Receipt of such plan or policy by the County does not represent approval or endorsement of any such plan or policy, nor shall the County be subject to any liability in connection with any such plan or policy. 11. Work Experience Participation If the Town is a not-for-profit or governmental agency or institution, each of the Town's locations in the County at which the Services are provided shall be a work site for public- assistance clients of Suffolk County pursuant to Chapter 211 of the Suffolk County Code at all times during the Term of the Contract. If no Memorandum of Understanding CMOU") with the Suffblk County Department of Labor for work experience is in effect at the beginning of the Term of the Contract, the Town, if it is a not-for-profit or governmental agency or institution, shall enter into such MOU as soon as possible after the execution of the Contract and failure to enter into or to perform in accordance with such MOU shall be deemed to be a failure to perform in accordance with the Contract, for which the County may withhold payment, terminate the Contract or exercise such other remedies as may be appropriate in the circumstances. 12. Suffolk CounOy Local Laws Website Address Suftblk County Local Laws, Rules and Regulations can be accessed on the Suffolk County website by following the County's Ez link to the Laws of Suffolk County. End of Text for Exhibit B Page 19 of 36 Pages Rev 06127111: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 4/1/11-12/31112 Exhibit C Notices and Contact Persons Operational Notices Any communication, notice, claim for payment, reports, insurance, or other submission necessary or required to be made by the parties regarding this Agreement shall be in writing and shall be given to the County or the Town or their designated representative at the following addresses or at such other address that may be specified in writing by the parties and must be delivered as follows: For the Department: By First Class or Certified Mail, Return Receipt Requested in Postpaid Envelope o_[ by Courier Service o_Er by Fax o~r by Email Suffolk County Department of Environment and Energy H Lee Dennison Bldg. 12th Floor 100 Veterans Memorial Highway Hauppauge, NY 11788-0099 Att: Commissioner Carrie Meek Gallagher Tel. No. 631-853-4016 Email: CarrieMeek. Gallagher~suffolkcountyny.gov For the Town: By First Class or Certified Mail, Return Receipt Requested in Postpaid Envelope o~r by Courier Service or by Fax or by Email At the address set forth on page one of this Agreement, attention of the person who executed this Agreement or such other designee as the parties may agree in writing. Tel. No. Fax No. E-mail Address: Notices Relating to Termination and/or Litigation In the event the Town receives a notice or claim or becomes a party (plaintiff, petitioner, defendant, respondent, third party complainant, third party defendant) to a lawsuit or any legal proceeding related to this Agreement, the Town shall immediately deliver to the County Attorney, at the address set forth below, copies of all papers filed by or against the Town. Any communication or notice regarding termination shall be in writing and shall be given to the County or the Town or their designated representative at the following addresses or at such other addresses that may be specified in writing by the parties and must be delivered as Page 20 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411/11-12/31/12 follows: e For the County: By First Class and Certified Mail, Return Receipt Requested in Postpaid Envelope or by Nationally Recognized Courier Service or Personally and by First Class Mail Suffolk County Department of Environment and Energy H Lee Dennison Bldg. 12th Floor 100 Veterans Memorial Highway Hauppauge, NY 11788-0099 Att: Commissioner Carrie Meek Gallagher Tel. No. 631-853-4016 Email: CarrieMeek. Gallagher~su ffolkcountyny.gov and Christine Malafl, County Attorney Suffolk County Department of Law H. Lee Dennison Building 100 Veterans Memorial Highway Hauppauge, New York 11788 For the Town: By First Class and Certified Mail, Return Receipt Requested in Postpaid Envelope or by Nationally Recognized Courier Service or Personally and by First Class Mail At the address set forth on page one of this Agreement, attention to the person who executed this Agreement or such other designee as the parties may agree in writing. Notices shall be deemed to have been duly delivered (i) if mailed, upon the seventh business day after the mailing thereof; or (ii) if by nationally recognized overnight courier service, upon the first business day subsequent to the transmittal thereof; or (iii) if personally, pursuant to New York Civil Practice Law and Rules Section 311; or (iv) if by fax or email, upon the transmittal thereof. "Business Day" shall be defined as any day except a Saturday, a Sunday, or any day in which commercial banks are required or authorized to close in Suffolk County, New York. Each party shall give prompt written notice to the other party of the appointment of successor(s) to the designated contact person(s) or his or her designated successor(s). End of Text for Exhibit C Page 21 of 36 Pages Rev 06/27111: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 Exhibit D Services Town to Retain and Pay the New York State Natural Heritage Program; County Reimbursement The Town shall enter into a subcontract with TNCNHP to inventory and conduct a survey of the flora and fauna present in the area that will be affected by the Project ("Survey"). This affected area of approximately 640 acres includes land owned by the County, the Town and the Village of Greenport. The area encompasses, but is not limited to, lnlet Pond County Park, Clark's Beach, Moore's Woods, Skipper Horton Park and Silver Lake. Prior to entry into such subcontract, the Town and the County shall agree on a map of the affected area to delineate the study area for the Survey. The Town shall pay TNCNHP for the Survey in the first instance. Exhibit G describes the tasks to be undertaken by New York Natural Heritage Program in greater detail. Additional Town Services The Town shall provide (or cause to be provided) in-kind site cleanup work and professional services. Services shall be rendered by the Town, the Village of Greenport and area non- profit organizations. The categories of service are: · Engineering and Construction; · Clean-up, Trail Work and Invasives Removal; and · Public Education. The services to be provided by the Town are more fully described in the document entitled: "Bay to Sound Trails Project Local Match Share," attached hereto at Exhibit H. Reporting The Town shall be responsible for issuing timely reports in oral presentations and in writing on the status of pending and proposed activities, as may be reasonably requested by the Department. Depending upon the nature of the services provided under this Agreement, the parties may meet from time to time; the meeting time, place and attendees shall be as mutually agreed upon by the parties. All written reports will also be made available to the County in electronic format compatible with the county's systems. The Town shall submit monthly status reports using the Periodic Report Template attached as an Exhibit to this Agreement. Page 22 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 do Upon receipt by the Town of the completed Survey from the TNCNHP, the Town shall forward to the Department a copy of such completed Survey, along with copies of all other reports and documentation prepared by TNCNHP appended thereto. Upon completion of the Services to be provided by the Town pursuant to paragraphs 1 and 2 of this Exhibit D above, Town shall submit to the Department a final report with a summary of the work provided. The Town shall attach copies of all documents and data produced or compiled as a result of the services provided hereunder. Such final report shall be submitted by March 31 in the calendar year following the end of the Term of this Agreement and the form shall follow the Periodic Report Template. The Town shall provide the County with three copies of the reports specified in paragraphs c and d in electronic format. End of Text for Exhibit D Page 23 of 36 Pages Rev 06/27111: Law No. 09-EE-002 ' Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 Exhibit E Payment Terms and Conditions General Payment Terms a. Presentation of Suffolk County Payment Voucher In order for payment to be made by the County to the Town for the services rendered pursuant to this Agreement, the Town shall prepare and present a Suffolk County Payment Voucher, which shall be documented by sufficient, competent and evidential matter. b. Voucher Documentation The Suffolk County Payment Voucher shall list all information regarding the services rendered and other items for which expenditures have been or will be made in accordance with the Agreement. Either upon execution of the Agreement (for the Services already rendered and expenditures already made) or not more than 30 days after the expenditures were made and in no event after the 31st day of January following the end of each year of the Agreement, the Town shall furnish the County with detailed documentation in support of the payment for services rendered or expenditures under the Agreement e.g. dates when the services were rendered, worksite locations, activities, hours worked, pay rates and program budget categories. The Suffolk County Payment Voucher shall include time records, certified by the Town as true and accurate, of all personnel for whom expenditures are claimed during the period. All Suffolk County Payment Vouchers must be signed in ink by duly authorized persons, and certification of such authorization with certified specimen signatures thereon must be filed with the County by a Town official empowered to sign the Agreement. Disbursements made by the Town in accordance with the Agreement and submitted for reimbursement must be documented and must comply with accounting procedures as set forth by the Suffolk County Department of Audit and Control. Documentation, including any other form(s) required by County or the Suffolk County Department of Audit and Control, shall be furnished to the County pursuant to, and as limited by, the Regulations for Accounting Procedures for Contract Agencies of the Suffolk County Department of Audit and Control. In addition to any other remedies that the County may have, failure to supply the required documentation will disqualify the Town from any further County contracts. c. Payment by County Payment by the County shall be made within 30 days after approval of the Suffolk County Payment Voucher by the Comptroller. The Town agrees that it shall be entitled to receive no more than the amount set forth on page one of this Agreement as reimbursement from the County for expenses incurred in connection with the first Page 24 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 phase of the Project. d. Final Voucher The acceptance by the Town of payment of all billings made on the final approved Suffolk County Payment Voucher shall operate as and shall be a release of the County from all claims by the Town. e. Duplicate Payment from Other Sources Payment by the County for the services rendered pursuant to this Agreement shall not duplicate payment received by the Town from any other source. Agreement Subject to Appropriation of Funds This Agreement is subject to the amount of funds appropriated and any subsequent modifications thereof by the Suffolk County Legislature, and no liability shall be incurred by the County under this Agreement beyond the amount of funds appropriated by the Legislature for reimbursement to the Town for expenses incurred in connection with the first phase of the Project. Accounting Procedures The Town agrees to maintain accounts, records, documents, and other evidence and accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement in accordance with generally accepted accounting principles and as may be promulgated by the Suftblk County Department of Audit and Control and any financial directives promulgated by the Department. The Town shall permit inspection and audit of such accounts, books, records, documents and other evidence by the Department and the Suffolk County Comptroller, or their representatives, as often as, in their judgment, such inspection is deemed necessary. Such right of inspection and audit as set forth in subparagraph b. below shall exist during the Term and for a period of seven (7) years after expiration or termination of the Agreement. The Town agrees to retain all accounts, records and other documents relevant to this Agreement of seven (7) years after final payment by the County. Federal, State and/or County auditors and any persons duly authorized by the County shall have full access and the right to examine any of said materials during said period. Such fight of inspection and audit as set forth in this subparagraph shall exist during the Term and for a period of seven (7) years after expiration or termination of the Agreement. Such access is granted notwithstanding any exemption from disclosure that may be claimed for those records which are subject to nondisclosure agreements, trade secrets and commercial information or financial information that is privileged or confidential. Page 25 of 36 Pages Rev 06127/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411/11-12131112 4. Audit All payments made under this Agreement are subject to audit by the Suflblk County Comptroller pursuant to Article V of the Suffolk County Charter. The Town further agrees that the County Comptroller and the Department shall have access to and the right to examine, audit, excerpt, copy or transcribe any pertinent transactions or other records relating to work reimbursed by the County pursuant to this Agreement. If the Town fails to cooperate with an audit by the Comptroller, the County shall have the right to suspend or partially withhold payments under this Agreement or under any other agreement between the parties until such cooperation is forthcoming. If such an audit discloses overpayments by the County to the Town, within thirty (30) days after the issuance of an official audit report by the Comptroller or his duly designated representatives, the Town shall repay the amount of such overpayment by check to the order of the Sfiffolk County Treasurer or shall submit a proposed plan of repayment to the Comptroller. If there is no response or if satisfactory repayments are not made, the County may recoup overpayments form any amounts due or becoming due to the Town from the County under this Agreement or otherwise. The provisions of this paragraph shall survive the expiration or termination of this Agreement. 5. Comptroller's Rules and Regulations for Consultant's Agreements The Town shall comply with the "Comptroller's Rules and Regulations for Consultant's Agreements" as promulgated by the Department of Audit and Control of Suffolk County and any amendments thereto during the term of this Agreement. The County shall provide the Town with a copy of any amendments to the "Comptroller's Rules and Regulations for Consultant's Agreements" during the term of this Agreement. 6. Budget The Town expressly represents and agrees that the Budget, to the extent applicable, lists all personnel, equipment and/or all other costs of the Services. 7. Payments Limited to Actual, Net Expenditures The Town agrees that if, for any reason whatsoever, the Town shall spend during the Term for the purposes set forth in the Agreement an amount less than, or receive amounts more than, provided in the Budget, the total cost of the Agreement shall be reduced to the net amount of approved, actual Town expenditures made for such purposes, and amounts received and that the total amount to be paid by the County shall not exceed the lesser of (i) approved actual net expenditures or (ii) the total cost of the Agreement on the cover page and in the Budget. Upon termination or expiration of the Agreement, if the Town's total amount of allowable expenses are less than the total amount of the payments made during the Term, the Town shall prepare a check payable to the Suffolk County Treasurer for the difference between the two amounts and submit such payment to the County, along with the final Suffolk County Payment Voucher. Page 26 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411/11-12131/12 8. No Limitation On Rights Notwithstanding anything in this Exhibit E, the County shall have available to it all rights and remedies under the Agreement and at law and equity. End of Text of Exhibit E Page 27 of 36 Pages Rev 06127/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 4/1111-12/31112 1. County Share o Exhibit F Budget and Schedule of Payments a. The County shall reimburse the Town as follows: Upon receipt by the Department of a of fully executed Agreement between the Town and TNCNHP for the Survey $10,000.00 Upon the TNCNHP's Completion of its Survey of approximately 640 acres $10,000.00 Upon the Department's receipt and acceptance of a copy of the completed Survey, along with copies of all other reports and documentation prepared by TNCNHP $15,000.00 Total $35~000.00 The total payment by the County to the Town under this Agreement shall not exceed the amount paid by the Town for completion of the Survey by TNCNHP. The County shall reimburse the Town for the cost of the Survey in an amount not to exceed the Total Cost of Agreement, shown on the first page of this Agreement, Town Match A cost Match The Town shall match the County funds received under this Agreement with equivalent services on a dollar for dollar basis. The Town shall provide (or cause to be provided) in-kind site cleanup work and professional Services, which Services shall be rendered by the Town, the Village of Greenport and area non-profit organizations. The Services shall be valued as follows: Type of Service Equivalent Dollar Value of Service Engineering Clean-up, Trail Work and Invasives Removal Public Education $ 5,192.50 $24,726.25 $ 5,192.50 Total equivalent dollar value of Services to be rendered $35,000.00 breakdown is shown in the document entitled "Bay to Sound Trails Project Local Share" attached hereto at Exhibit H. Page 28 of 36 Pages Rev 06/27111: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 As part of its match, the Town shall also pay for any additional costs of the Survey and Phase I expenses, if any, over and above the amount reimbursed by the County. End of Text for Exhibit F Page 29 of 36 Pages Rev 06/27111: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 Exhibit G Project Description The remainder of this page has intentionally been left blank. Page 30 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 4/1/11-12/31/12 New York Natural Heritage Program To: Idx. ,fetemy Samuelson, Group For the East End From: DJ Evans, Director, NY Nato~al Herithge Program Snbleet: Statement of Work - Bay To Sound Trnils Project Dat~: 8/25/2009 Cc: Fionn McYdnney, NYNHP; Richard Rin~ NYNTIP Moore's Weeds Rare Spetles Inventory and Conservation Area Mappln~ The New York Natural Heft tage Program in New York State's ~t of EnV'-vonn~ntal Cov-.,ervafion currently providm village, town, county, and state government parme~ with GIS data lsye~ that show the precise locations ofra~ spocle~ and significant natural eomnrmuities repmted in the state. The Bay to Sound Trails Project being undetlaken by the Town of Soutbold calls for both in~l'ovem~ats to old flails and creation ofj~t over two miles of new trails in sensitive c.o~thl habitats. Working with the Town of Soutbold ~md a variety of parme~s, NY Natural Herit~e seeks to document the rare si0ocies and ecosystems at Moore's Woods sad on adjacent public lands prior to uinl creation. ~ work will provide important informubon for the development of mnnage~nent plans, establishment of best practices protocols, public access, and trail layout and d~ign. Specific tasks to be undertaken by NY Natural Heritage an: outlined below along with suggested dates of completion. (a) conduct inveatmins for ram plants, animals, nmi n~a~ral comJmmifies of statewide significance on all parcels identified below. Thorough inventories fo~ rare species requi~ site visils during optimal search times, winch is highly species dependent (e.g., when the t~rgetad animal is present at the site or plant is flowering and/or f~uitins). We typically visit an area ut least flu'ce times during the growing season - apfin& summer and fall - which equates to roughly a 6 - 8 month period to conduct the inventory (Septen'/aer 2009 - September 2010). (b) for each ram species or ecosystem type d~cememed in the area, cr~to fils models and naps that show where the spomes and ecosystems are located and surrounding areas thai a~. impotent to their con~-rvation. These GIS models will be created for each species or ecosystem of star,wide significance found at the site and delivered th digital format ~ pail of the f'mnl report (October 2010- December 2010). (c) prepare clear, easily ulx~thd Conservation Guides on each ram spocim and ecosystem documented at the site. NY Natural Herithge Program Conservation Guides equip natural re~uros manngex~ and plenne~ with in'~or ts. at informafion for planning and maintenance decisions. These guid~ will be available online upon completion of the final report (October 2010- December 2010). (d) prepare n written lVmal report detailing inventory metheda, species sought md docun~uted, natural communitie~ documented and sumraanZing findings (December 31, 2010). Page 31 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 The Bay to the Sound proposal, including Moore's Woods, consists of holdings of more than 640 acres, including: SCTM# Acreage Owner Parcel 1000-40.-2-3.1 37.46 County Inlet Pond 1000-40.-2-4 6.53 County Inlet Pond 1000-45.-1-10 8.22 County Cia Cia 1000-44.-4-1 1.79 County Albertson/48 1000-53.-1-4 7.65 County Cia Cia 1000-53.-2-4 3.35 County Rendel 1000-53.-2-8 0.44 County Pipes Neck Rd 1000-53.-1-9 12.59 County Milazzo 1000-40.-1-23 (in part) 6.00 County Clark's Beach (portion purchased by County) I000-40.-2-22.1 11.54 County Inlet Pond 1000-44.-4-3.1 74.51 County Bloom 1000-45.-1-9.1 50.67 Town/County ArshamomaquePreserve 1000-45.-5-3 15.03 Town Sill 1000-45.-5-4 8.74 Town Sill 1000-53.-1-1.2 10.38 Town/County Manor Grove (purchase pending) 1000-53.- 1-1.3 19.1 Town/County Manor Grove (purchase pending) 1000-40.-2-1 1.18 Town lnlet Pond 1000-53.-1-7 1.73 Town Posillco (triangle) 1000-53.-2-5 2.44 Town Waldron 1000-40.-5~1.40 3.93 Town Caroll/Bmcken(Moore's Ln) 1000-45.-5-5 47.11 Town Reese 1000-53.-3-15.1 3.52 Town Posillico (beach) 1000-53.-3-2 10.89 Town Carroll 1000-45.-5-7.3 35.42 Town Stackler 1000-45.-2-11 5.84 Town Skipper Horton Park 1000-53.-I-I 7 8.04 Town Pipes Neck Creek 1000-53.-3-14.1 5.59 Town Pipes Creek 1000-40.-1-23 (in part) 9.00 Village Clark's Beach (portion owned by Village) 1001-1.-1-1.1 194.97 Village Moore's Woods 1001-1.-1-4.7 52.29 Village Silver Lake End of Text for Exhibit G Page 32 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12/31112 Exhibit H Local Match Category Description and Town Share Personnel for Engineering and Construction Town personnel will handle all aspects of design, engineering and construction for project parking areas, the elevated walkway near Silver Lake and trial kiosks. Maintenance Mechanics with the Department of Public Works will be supervised by a Crew Leader. Town equipment including a dump truck, skid steer and heavy equipment trailer will be used but are not being tracked as part of this grant match. All Town work will be reviewed and signed off on by Jim McMahon, Director of DPW. Personnel for Clean-up, Trail Work and Invasives Removal Over the last several years, the Group for the East End and the North Fork Audubon Society have organized and carried out just under 500 hours of clean up, trail work, invasives removal and related work. It would be difficult to overstate the difference that has already been made in the project area. As of the last clean up, approximately 50 cubic yards of trash and debris have been removed. Nearly all of this work has been done by volunteers. As such, the wage rates used in tracking in-kind matches for this category are calculated at roughly 75% of the prevailing rate for similar work done by civil service personnel. This work is ongoing. As debris becomes less prevalent, this eflbrt will focus more and more on removal of invasive plants by volunteers including the Group for the East End, the North Fork Audubon Society and the general public. Personnel for Public Education Professional environmental educators ,from the Group for the East End's Explorations Program, the North Fork Audubon Society and other local not-for-profit environmental groups will lead walks for the public and area school groups. A graphic designer will put together a small map and brochure for distribution at the trail kiosks. The remainder of this page has intentionally been left blank. Page 33 of 36 Pages Bay to Sound Trails Proiect Local Match Share: Personnel for EnoineeHr~l & Construction Director DPW Crew Leader Maintenance Mechanics 15 HRS ~ 35 HRS (~ 125 HRS @ Personnel for Invasives Removal & Trails Cleanup Crew Leader 145 HRS Laborer 1075 HRS Personnel for Public Education Environmental Educator Graphic Designer 150 HRS @ 6 HRS ~ $53.58 $29.68 $26.80 $22.25 $20.00 $32.50 $35.00 Total Match: $803.70 $1,038.80 $3,350.00 $5,192.50 $3,226.25 $21.500.00 $24,726.25 $4,875.00 $210.00 $5,085.00 $35,003.75 Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411111-12131112 End of Text for Exhibit H Page 35 of 36 Pages Rev 06/27/11: Law No. 09-EE-002 Town of Southold - Bay to Sound Integrated Trails Initiative Phase I Term: 411/11-12/31112 Exhibit I Attachments 1. Suflblk County Legislature Resolution No. 607~2008 2. Suffolk County Legislature Resolution No. 484-2009 3. Southold Town Board Resolution No. 2009-297 4. Periodic Report Template 5. Living Wage Form 6. Lawful Hiring Form 7. Union Certification Form Page 36 of 36 Pages Intro Page 1 of 3 Intro. Res. No. 1652-2008 Laid on Table 6/24/2008 Introduced by Legislators Schneiderman, Browning, Losquadro and Romaine RESOLUTION NO. 607 -2008, AMENDING THE ADOPTED 2008 OPERATING BUDGET TO TRANSFER FUNDS FROM FUND 477 WATER QUALITY PROTECTION, AMENDING THE 2008 CAPITAL BUDGET AND PROGRAM, AND APPROPRIATING FUNDS IN CONNECTION WITH PLANNING FOR THE BAY TO SOUND INTEGRATED TRAILS INITIATIVE -LAND STEWARDSHIP PROJECT (CP 87'13 ) WHEREAS, there are sufficient funds within the reserved fund balance of Fund 477 for the purpose of Water Quality Protection and Restoration Program and Land Stewardship Initiatives; and WHEREAS, the Suffolk County Water Quality Review Committee, pursuant to, Article XII of the SUFFOLK COUNTY CHARTER has recommended funding this program as an appropriate use of Suffolk County Water Quality Protection and Restoration Program and Land Stewardship Initiative funds and WHEREAS, the Suffolk County Department of Parks, Recreation and Conservation has requested funding for planning for a project that implements the Bay to Sound Integrated Trails Initiative in accordance with the requirements of Article XII of the SUFFOLK COUNTY CHARTER; and WHEREAS, the project proposes to create a trail network linking 325-plus acres of Suffolk County, Southold Town and Greenport Village already preserved but largely unconnected land. The project proposes creation of just over two miles of trails, including approximately 1,250 linear feet of elevated boardwalk. Comprehensive assessment, detailed management plans, public education, volunteer labor matching funds and inter-municipal cooperation will be combined to ensure the long-term protection of the resource; and WHEREAS, funding for this project is requested through the Suffolk County Water Quality Protection and Restoration Program; and WHEREAS, Resolution No. 471-1994, as revised by Resolution No. 461-2006, has established a priority ranking system, implemented in the 2008 Adopted Capital Budget and Program, as the basis for funding capital projects such as this project; and WHEREAS, there are available Fund 477 funds within the Reserved Fund Balance for Water Quality related projects to support the appropriation of this project within the 2008 Capital Budget and Program; now, therefore be it Ist RESOLVED, that this Legislature, being the lead agency under the State Environmental Quality Review Act ("SEQRA"), Environmental Conservation Law Article 8, hereby finds and determines that this project constitutes a Type II action, pursuant to Section 617.5 (c) (20), (21) and (27) of Title 6 of the NYCRR and within the meaning of Section 8-0109 (2) of the New York Environmental conservation Law as promulgation of regulations, rules, policies, procedures, and Legislative decisions in connection with continuing agency administration, management and information collection, and the Suffolk County Council on Environmental Quality (CEQ) is hereby directed to circulate any appropriate SEQRA notices of determination of non-applicability or non-significance in accordance with this resolution; and be it further 2nd RESOLVED, that it is hereby determined that this project, with a priority ranking of fifty-three (53) is eligible for approval in accordance with the provisions of Resolution No. 471-1994, as revised by Resolution No, 461-2006; and be it further 3rd RESOLVED, that sufficient funds exist within Fund 477's Water Quality Reserve Fund Balance component to cover the cost of said transfer; and be it further 4TM RESOLVED, that the Adopted 2008 Operating Budget be and hereby is amended and that the interfund transfer be and hereby is appropriated from Fund 477 Reserve Fund Balance as follows: EXPENDITURES: http://legis.suffolkcountyny.gov/resos2008/i1652-08.htm 8/9/2011 Intro Page 2 of 3 Aqency Fund Orqanization Object Description Amount IFT 477 E525 9600 Transfer to $35,000 Capital Fund and be it further 5th RESOLVED, that the interfund revenues be and hereby are transferred and accepted in the Capital Fund as follows: REVENUES: Aqency Fund Rev Source Orqanization Description Amount IFT 525 R477 E525 Transfer from $35,000 (Ref. 525-CAP-IFTR-R477) Water Quality Protection and be it further 6th as follows: RESOLVED, that the 2008 Capital Budget and Program be and they are hereby amended Project No.: 8713 Project Title: Land Stewardship Project Current Revised 2008 2008 Total Capital Capital Est'd Budget & Budget & Cost Program Proqram 1. Planning $35,000 $0 $35,000W TOTAL $35,000 $0 $35,000 and be it further 7th follows: RESOLVED, that the transfer in the amount of $35,000 be and hereby is appropriated as Project Number 525-CAP-8713.110 and be it further Project Title Amount Planning for the Bay to Sound Integrated $35,000 Trails Initiative Land Stewardship Project 8th RESOLVED, that the County Treasurer and County Comptroller are hereby authorized and directed to accept these interfund revenues and effectuate these interfund transfers, including the associated cash transfers to finance this capital project, DATED: August 5, 2008 APPROVED BY:_ ~s/Steve Levy County Executive of Suffolk County Date: August 14, 2008 http://legis.suffolkcountyny.gov/resos2008/i 1652-08.htm 8/9/2011 Intro. Res. No. 1463-2009 Laid on Table 5/12/2009 Introduced by Presiding Officer, on request of the County Executive, and Legislators Romaine, Alden RESOLUTION NO. 484 -2009, AUTHORIZING SUFFOLK COUNTY TO ENTER INTO AN INTERMUNIClPAL AGREEMENT WITH THE TOWN OF SOUTHOLD IN CONNECTION WITH PLANNING FOR THE BAY TO SOUND INTEGRATED TRAILS INITIATIVE - LAND STEWARDSHIP PROJECT (CP 8713.110) WHEREAS, Resolution No. 607-2008 appropriated $35,000 in connection with planning for the Bay to Sound Integrated Trails Initiative; and WHEREAS, the Town of Southold has committed by Town Resolution No. 2009- 297 to accept the grant from the County of Suffolk for the planning Phase I of the Bay to Sound Integrated Trails Initiative; and WHEREAS, the Town of Southold has committed by Town Resolution No. 2009-297 to either the lesser of $35,000 or one half the cost of the planning Phase I, the inventory of flora and fauna survey to be performed by the New York State Natural Heritage Program, for this project; and WHEREAS, the Town of Southold has expressed its intent by Town Resolution No, 2009-297 to enter into an inter-municipal agreement with the County of Suffolk for this project; now, therefore be it 1st RESOLVED, that the County Executive is hereby authorized to execute an inter- municipal agreement with the Town of Southold under Section 119-0 of the NEW YORK GENERAL MUNICIPAL LAW, which shall include but not be limited to, a provision authorizing the Town of Southold to conduct an inventory of the flora and fauna survey as Phase I of the Bay to Sound Trails Initiative Project. DATED: June 9, 2009 County~x~=O~ive o'-rSuffo~k Count/// RESOLUTION 2009-297 ADOPTED DOC ID: 4913 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2009-297 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON APRIL 7, 2009: WHEREAS, the Town of Southold hereby accepts a grant from the County of Suffolk in the amount of $35,000.00 with a local match of $35,000.00 in connection with the implementation of Phase 1 regarding the Bay to Sound Integrated Trails Project to be paid to the New York State Natural Heritage inventory to complete the cost of flora and fauna survey as required for SEQRA; and WHEREAS, the Town's local match may be satisfied through in-kind services in partnership with the Group for the East End, North Fork Audubon Society, and volunteers; and it is hereby RESOLVED that the Town Board of the Town of Southold hereby accepts the grant award and expresses its intent to enter into an Intermunicipai Agreement with the County of Suffolk for Phase 1~ and hereby authorizes Supervisor Scott A. Russell to execute the Intermunicipal Agreement for this proiect, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William Ruland, Councilman SECONDER: Albert Krupski Jr., Councilman AYES: Ruland, Krupski Jr., Wickham, Evans, Russell ABSENT: Vincent Orlando Suffolk County Water Quality Protection and Restoration Program Project Progress Report and Payment Request PROJECT PROGRESS REPORT AND PAYMENT REQUEST FORM Project Name: Project No.: Recipient: Contact Person: Date: Phone #: Fax #: E-mail: Payment Request Type: C' Fiml C' Quarterly I. Description of Work Accomplished -l- Rev. 9/19/05 Suffolk County Water Quality Protection and Restoration Program Project Progress Report and Payment Request II. Task Progress Workplan Original Percent Date Comments Task No. Target Date Complete Completed 1 2 3 4 5 6 7 8 -- 9 10 11 - 2 - Rev. 9/19/05 Suffolk County Water Quality Protection and Restoration Program Project Progress Report and Payment Request III. Expenditure Summary Fill in the chart below with the up to date expenditures listed in the appropriate categories. County Recipient Total Costs Expenditure Category Assistance Match 1. Construction $ $ $ 2. Personal Services Salaries, Wages & Fringe Benefits $ $ $ _3. Nonpersonal Service_s Travel $ $ $ Equipment $ $ $ Supplies & Materials $ ] $ $ - Other: .................... $ iS $ 4. Consultant/Contractual Services Engineering $ $ $ Design $ $ $ Other $ $ $ 5. Land Acquisition $ $ $ 6. Other $ $ $ TOTAL EXPENDITURES $ $ $ TOTAL FUNDS AWARDED FOR THIS PROJECT: $ TOTAL FUNDS IN THIS PAYMENT REQUEST: $ START-UP PAYMENT (IF APPLICABLE): $ RETAINAGE FOR THIS PAYMENT: $ TOTAL RETAINAGE TO DATE: $ TOTAL REMAINING FUNDS AVAILABLE: $ -3- Rev. 9/19/05 SUFFOLK COUNTY DEPARTMl~NT OF LABOR -LIVING WAGE UNIT NOTICE OF APPLICABILITY OF LIVING WAGE LAW Living Wage Law, Suffolk County Code, Chapter 347 (2001) To Be Completed By The Living Wage Unit DATE: October 19, 2011 TO: Gail Raska, S. C. Dept. of Environment and Energy FROM: B~Rosenberg, Director of Living Wage Compliance Unit TELEPHONEI .#: 853-2063 VENDOR: 11-6001939 You are hereby notified that the response from Town of Southold of the Suffolk County Department of Labor. We find: REFERENCE ti: Bay to Sound Phase I has been evaluated by the Living Wage Unit X The documents submitted with this contract / proposal are complete and conform to the requirements of the Living Wage Law (Local Law #12-2001). The Awarding Agency may proceed with the normal and customary procedure for administering contracts. The documents submitted with this contract / proposal are not complete, or do not conform to the requirements of the Living Wage Law (Local Law #12-2001). Employers who fail to submit documents or information required to demonstrate compliance with the Law shall be deemed non-responsive and subject to disqualification. If the employer is presently under contract, the contractor shall be deemed non-compliant and the appeals process shall be made available to said employer (Chapter 347-5 A & B). LW-I3 SUFFOLK COUNTY DF~P ~ARTMENT OF LABOR NOTICE OF APPLICATION TO CE~tTIFY COMPLIANCE WITH FEDERAL LA'~Z (8 U.S.C. SECTION 1324A) WITH RESPECT TO L4 WFUL HIRING OF EMPLOYEES VERIFICATION OF SUBMISSION OF L4WFUL HIRING OF EMPLOYEES Suffolk County Code, Chapter 234 (2006) To Be Completed By the Lawful Hiring of Employees Unit DATE: August 11~ 2011 TO: Gail Raska~ S.C. Dept. of Environment and Energy FROM: Brend~tenl~rg, Director l! V PItONE #: 631 853-5630 EMPLOYER: Town of Southold VENDOR #: 11-6001939 REF. #: Bay to Sound Integrated Initiative Phase I You are hereby notified that the submission from Town of Southold has been received by the Lawful Hiring of Employees Unit of the Suffolk County Department of Labor. We find that this submission is complete and is in compliance with the requirements set forth by the Suffolk County Lawful Hiring of Employees Law (Local Law #52-2006). LHE-3 (m/07) AFFIDAVIT OF COMPLIANCE WITH THE REQUIREMENTS OF 8 U.S.C. SECTION 1324a WITH RESPECT TO LAWFUL HIRING OF EMPLOYEES State of New York County of Suffolk ) SS: Supervisor Scott Russell (Print Name of Deponent) , being duly sworn, deposed and says: 1. I am owner/authorized representative of Town of $outhold (Circle one) (Name of Corp., Business, Company) 2. I certify that I have complied, in good faith, with the requirements of Title 8 of the United States Code (U.S.C.) section 1324a (Aliens and Nationality) with respect to the hiring of covered employees and with respect to the alien and nationality status of the owners thereof, as set forth in Suffolk County Code Chapter 234 (2006). Sworn to before me this ~)~ day of ,20 i 0 ~xI~)t~ry Public) LYNDA M ~ NOTARY PUBLIO, ~ete of Ne~ York NO. 0111[~6020932' ~Suffolk County Term Expires Mar,.h 8, 20.L~ LHE-2 (01/07) Suffolk County, New York Department of Labor SUFFOLK COUNTY DEPARTMENT OF LABOR - LABOR MEDIATION UNIT UNION ORGANIZING CERTIFICATION/DECLARATION - SUBJECT TO AUDIT If the following definition of "County Contractor" (Union Organizing Law Chapter 466-2) applies to the contractor's/beneficiary's business or transaction with Suffolk County, the contractor/beneficiary must complete Sections I, III, and IV below. If the following definitions do not apply, the contractor/beneficiary must complete Sections I1, III and IV below. Completed forms must be submitted to the awarding agency. County Contractor: "Any employer that receives more than $50,000 in County funds for supplying goods or services pursuant to a written contract with the County of Suffolk or any of its agencies; pursuant to a Suffolk County grant; pursuant to a Suffolk County program; pursuant to a Suffolk County reimbursement for services provided in any calendar year; or pursuant to a subcontract with any of the above." ~ Section! J ~ The Union Organizing Law applies to this contract. I/we hereby agree to comply with all the provisions of Suffolk I County Locat Law No. 26-2003, the Suffolk County Union Organizing Law (the law) and, as to the goods and/or ~ services that are the subject of the contract with the County of Suffolk shall not use County funds to assist, promote, Check if or deter union organizing (Chapter 466-3 A), nor seek reimbursement from the County for costs incurred to assist, Applicable promote, or deter union organizing. (Chapter 466-3 B) I/we further agree to take all action necessary to ensure that County funds are not used to assist, promote, or deter union organizing. (Chapter 466-3 H) 1/we further agree that I/we will not use County property to hold meetings to assist, promote, or deter union organizing. (Chapter 466-3E) I/we further agree that if any expenditures or costs incurred to assist, promote, or deter union organizing are made, l/we shall maintain records sufficient to show that no County funds were used for those expenditures and, as applicable, that no reimbursement from County funds has been sought for such costs. 1/we agree that such records shall be made available to the pertinent County agency or authority, the County Comptroller, or the County Department of Law upon request. (Chapter 466-3 I) I/we further affirm to the following as to the goods and/or services that are the subject of the contract with the County of Suffolk: · I/we will not express to employees any false or misleading information that is intended to influence the determination of employee preferences regarding union representation; · I/we will not coerce or intimidate employees, explicitly or implicitly, in selecting or not selecting a bargaining representative; l/we will not require an employee, individually or in a group, to attend a meeting or an event that is intended to influence his or her decision in selecting or not selecting a bargaining representative; · I/we understand my/our obligation to limit disruptions caused by prerecognition labor disputes through the adoption of nonconfrontational procedures for the resolution of prerecognition labor disputes with employees engaged in the production of goods or the rendering of services for the County; and I/we have or will adopt any or all of the above-referenced procedures, or their functional equivalent, to ensure the efficient, timely, and quality provision of goods and services to the County. I/we shall include a list of said procedures in such certification. Section II The Union Organizing Law does not apply to this contract for the following reason(s): Check if Applicable DOL-LOI (3/5/08) Suffolk County, New York De]>artment of Labor Section Ill Contractor Name: Contractor Address: Contractor Phone #: Description of project or service: Federal Employer ID#: Amount of Assistance: Section IV In the event any part of the Union Organizing Law, Chapter 466 of the Laws of Suffolk County, is found by a court of competent jurisdiction to be preempted by federal and/or state law, this certification/declaration shall be void ab initio. Section V I declare under penal~of perjury under the Laws of the State of New York that the undersigned is authorized to provide this ~uthorized ~ignature ~ Date [ Print Name and Title of Autho~'ized Represen(ativ~- DOL-LOI (3/5/08) SUFFOLK COUNTY DEPARTMENT OF LABOR- LIVING WAGE UNIT LIVING WAGE CERTIFICATION/DECLARATION - SUBJECT TO AUDIT if either of the following definitions of 'compensation' (Living Wage Law Chapter 347 - 2) applies to the contractor's/recipient's business or transaction with Suffolk County, the contractor/recipient must complete Sections 1, 3, 4 below; and Form LW-I (Notice of Application for County Compensation). If the following definitions do not apply, the contractor/recipient must complete Sections 2, 3 and 4 below. Completed forms must be submitted to the awarding agency. "Any grant, loan, tax incentive or abatcment, bond financing subsidy or other form of compensation of more that $50,000 which is realized by or provided to an employer of at least ten (10) employees by or through thc authority or approval of thc County of Suffolk," or "Any service contract or subcontract let to a contractor with ten (10) or more employees by the County of Suffolk for thc furnishing of services to or for thc County of Suffolk (except contracts where services arc incidental to thc delivery of products, equipment or commodities) which involve an expenditure equal to or greater than $10,000. For the purposes of this definition, thc amount of expenditure for more than one contract for thc same service shall bo aggrcgated. A contract for the purchase or lease of goods, products, equipment, supplies or other property is not 'compensation' for thc purposes of this definition." Section I Th~ng Wage Law applies to this contract. I/we hereby agree to comply with all the provisions of Suffolk County ~...-4;ocal Law No. 12-2001, thc Suffolk County Living Wage Law (thc Law) and, as such, will provide to all full, part-time ~ or temporary employed persons who perform work or render services on or for a project, matter, contract or subcontract I ! ,~ where this company has received compensation, from the County of Suffolk as defined in the Law (compensation) a I ~'~ I wage rate of no less than $10.40 ($9.25 for child care providers) per hour worked with health benefits, as described in the Law, or otherwise $11.84 ($10.50 for child care providers) per hour or the rates as may be adjusted annually in accordance with the Law. (Chapter 347-3 B) Check if applicable Section li I/we further agree that any tenant or leascholder of this company that employs at least ten (10) persons and occupies .property or uses equipment or property that is improved or developed as a result of compensation or any contractor or subcontractor of this company that employs at least ten (10) persons in producing or providing goods or services to this company that are used in the project or matter for which this company has received compensation shall comply with all the provisions of the Law, including those specified above. (Chapter 347-2) I/we further agree to permit access to work sites and relevant payroll records by authorized County representatives for the purpose of monitoring compliance with regulations under this Chapter of the Suffolk County Code, investigating employee complaints of noncompliance and evaluating the operation and effects of this Chapter, including the production for inspection & copying of payroll records for any or all employees for the term of the contract or for five (5) years, whichever period of compliance is longer. All payroll and benefit records required by the County will be maintained for inspection for a similar period of time. (Chapter 347-7 D) The County Department of Labor shall review the records of any Covered Employer at least once every three years to verify compliance with the provisions of the Law. (Chapter 3474 C) The Living Wage Law does not apply to this contract for the following reason(s):_ Check if applicable Section I!I Contractor Name: Contractor Address: ~ ~_ ~X [ / ~ ~ Amount of com~sation: ContractorPhone~: ~,¢ I--q~.~-- i fl7 Section IV ' - ~ I declare under ~ of p~jury un~r the Laws of t~tatc of New York that the undersized is autbori~d to provide this cc~ification, andthat th~[~cC~ -- ~ ~- ~ ~K ~,l Authorized~i~ature ' ~ . i , ~ D~e ~ .... ~nt Name and Title of Authoriz~ R~rc~n~iv~ ~ LW 38 (revised 6-07, replaces forms LW2, LW3, and LW33) SUFFOLK COUNTY DEPARTMENT OF LABOR NOTICE OF APPLICATION TO CERTIFY COMPLIANCE WITH FEDERAL LAW (8 U.S.C. SECTION 1324A) WITH RESPECT TO LAWFUL HIRING OF EMPLOYEES Suffolk CounV EMPLOYER/CORP./BUSINESS/COMPANY NAME: 1) ADDRESS: /~ ~). t/~:~(, f ~/~'~ ~' 2) NOT-FOR-PROFIT: YES NO __ (SUBMIT PROOF OF IRS NOT-FOR-PROFIT STATUS) 3) VENDOR #: (If know~l) 5) CONTACT: .~p~'/~ _~T~,~t~>~'~; 6) TELEPHONE #: 7) TERM OF CONTRACT OR EXTENSION (PROVIDE DATES):. 8) AMOUNT OF CONTRACT OR EXTENSION: 9) BRIEF DESCRIPTION OF PROJECT OR SERVlCE /~,n SUBCONTR,4CTOR: 4) *~:CONTRACT ID: ~(Ifknown) 1) ADDRESS: 2) VENDOR#: 3) TELEPHONE #: 4) CONTACT: 5) DESCRIPTION OF COMPENSATION, PROJECT OR SERVICE: EVIDENCE OF COMPLIANCE: COPIES OF THE FOLLOWING MUST BE MAINTAINED BY COVERED EMPLOYERS OR THE OWNERS THEREOF FOR EACH EMPLOYEE FOR THE TIME PERIODS SET FORTH IN SUFFOLK COUNTY CODE, CHAPTER 234, SECTION 5 (C): A. United States passport; or B. resident alien card or alien registration card; or C. birth certificate indicating that person was born in the United States; or D. (1) a driver's license, if it contains a photograph of the individual; and (2)a social security account number card (other than such a card which specifies on its face that the issuance of the card does not authorize employment in the United States); or E. employment authorization documents such as an H-lB visa, H-2B visa, and L-1 visa, or other work visa as may be authorized by the United States Government at the time the County contract is awarded for all covered employees. LHE-I (03/07) AFFIDAVIT OF COMPLIANCE WITH THE REQUIREMENTS OF 8 U.S.C. SECTION 1324a WITH RESPECT TO LAWFUL HIRING OF EMPLOYEES State of New York County of Suffolk ) ) Supervisor Scott Russell (Print Name of Deponent) , being duly sworn, deposed and says: 1. I am owner/authorized representative of Town of Southold (Circle one) (Name of Corp., Business, Company) 2. I certify that I have complied, in good faith, with the requirements of Title 8 of the United States Code (U.S.C.) section 1324a (Aliens and Nationality) with respect to the hiring of covered employees and with respect to the alien and nationality status of the owners thereof, as set forth in Suffolk County Code Chapter 234 (2006). Sworn to before me this ~ day of ~ ,20.[ { 0 (3 ~',/~ia~ry Public) LYNDA M ~ NOTARY PUBLIC, 8tare of New Yor~ NO. 01 ~1.~020932, Suffolk County Term Expires March 8, 20.L~._ LHE-2 (01/07) SUFFOLK COUNTY DEPARTMENT OF LABOR - LIVING WAGE UNIT NOTICE OF APPLICATION FOR COUNTY ASSISTANCE (Contract) Living Wage Law, Suffolk County Code, Chapter 347 (2001) To Be Completed By Applicant/Employer/Contractor 1) NAME: __ VENDOR#: CONTACT: 2) (If known) 6) AODRESS: O. / 7 ? 8) PROJECT NAME: ( IF DIFFE~NT FROM gl) 9) AMOUNT: 3) CONTRACT ID #: (If known) 5) TELEPHONE #: ~ ~ _/- .~,.,~ f~ 10) AWARDING AGENCY: 11) BRIEF DESCRIPTION OF PROJECT OR SERVICE: 12) PROJECTED EMPLOYMENT NEEDS: (attach a statement listing, by job classification, the total workforce dedicated to performing this contract or service, including Calculation of estimated net increase or decrease in jobs as a result of funding). 13) PROJECTED WAGE LEVELS: (attach a statement listing projected wage levels, compensated days off and medical benefits for total workforce dedicated to fulfilling the terms of this contract, broken down annually for each year of the term of thc contract). LW-1 (revised 4/04)