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HomeMy WebLinkAboutBay to Sound Trails - Intermunicipal AgreementRESOLUTION 2011-577 ADOPTED DOC ID: 7055 THIS 1S TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2011-577 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON AUGUST 2, 2011: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute an Intermunicipal Agreement between the Town of Southold and the Village of Greenport for work performed in connection with the Bay to Sound Integrated Trails Pro,iect by the New York Natural Heritage Program and others, approved by the Town Board on April 7, 2009 by Resolution No. 2009-297, subject to the Town's receipt of funding from Suffolk County for said Project, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER: Christopher Talbot, Councilman AYES: Ruland, Orlando, Talbot, Kmpski Jr., Evans, Russell II'lA Town of Southold and Village of Greenport Bay to Sound Integrated Trails; Benches, Kiosks And Bicycle Racks and other Infrastructure Items ORIGINAL Intermunicipal Agreement This Agreement ("Agreement") is between 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 and the Village of Greenport, a municipal corporation of the State of New York having an office at 236 Third Street, Greenport, ne York 11944. Term of Agreement: Shall be from August 1,2011 through December 31, 2012. Total Cost of Agreement: Shall not exceed $65,000 (paid by Town of Southold).. Whereas, the Town is presently undertaking a two phase Project, currently in the first phase, that will create a trail network linking over 325 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, the Town and the Village have agreed that in order to enhance the implementation of the Project and its use the public it is best to install bike racks, kiosks, benches and other infrastructure items to enhance the Trail, along the Trail, and in locations that are proximately located with respect to the Trail, and; Whereas the Town has received funding in the amount of $65,000 which it intends to use for this purpose,; Now, Therefore, in consideration of the mutual provisions and covenants hereafter set forth, the parties hereto agree as follows: 1. Construction and Installation The Town will construct or obtain benches, kiosks, bicycle racks and other infrastructure items to enhance the Trail, ora style and dimensions that will be fhrthcr agreed to by the Town and the Village, and the Town will then install the benches, kiosks and bicycle racks at locations that are either on or along the Trial or at locations that are proximately located to the Trail in order to enhance the use of the Trial by the public and which will be determined by mutual agreement between the Town and the Village,. 2. Construction and Installation Costs The Town will be responsible for all costs in constructing, obtaining or installing the benches, kiosks, bicycle racks and other infrastructure items to enhance the trail system. 3. Future Maintenance The Village of Greenport agrees to be responsible for the future maintenance of the ' II~IA Town of Southold and Village of Greenport Bay to Sound Integrated Trails; Benches, Kiosks And Bicycle Racks and other Infrastructure Items benches, kiosks, bicycle racks and other infrastructure items once they are installed by the Town. 4. Termination Either party may terminate this agreement on thirty days written notice in the event of a default of the other party, or on one hundred and eighty days notice at any time. 5. Indemnification and Defense The Town and the Village agrees to protect, indemnify and hold harmless each other and their officers, officials, employees, contractors, agents and other persons from and against all liabilities, fines, penalties, actions, damages, claims, demands, judgments, losses, costs, expenses, suits or actions and reasonable attorneys' fees, arising out of the acts or omissions or the negligence of the parties in connection with the services described or referred to in this Agreement, except for the willful acts or gross negligence of either party. 6. Insurance The Town and the Village will acquire and maintain appropriate insurance related to the work Of the Project and their obligations hereunder, including but not limited to: i. 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 be covered by the provisions of the Workers' Compensation Law. iv The Town and the Village shall furnish to each other the 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, each party shall have the other party named on their insurance policy as additional insured. Alll such Declaration Pages, certificates and other evidence of insurance shall provide for 2 ' II~IA Town of Southold and Village of Greenport Bay to Sound Integrated Trails; Benches, Kiosks And Bicycle Racks and other Infrastructure Items the other party 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 partiets shall have given to each other n writing. 7. Independent Contractor It is expressly agreed that the Town's and the Village's status hereunder is that of an independent contractor. Neither the Town or the Village, nor any person hired by the Town or the Village shall be considered employees of the Village for any purpose. 8. 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 this 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 this Agreement shall be valid and shall be enforced to the fullest extent permitted by law. 9. Merger; No Oral Changes It is expressly agreed that this Agreement represents the entire agreement of the parties, that all previous understandings are 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. 10. 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. 11. No Implied Waiver No waiver shall be inferred from any failure or forbearance of the Town or the Village to enforce any provision of this Agreement in any particular instance or instances, but the same shall otherwise remain in full force and effect notwithstanding any such failure or forbearance. 12. 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 ' IMA Town of Southold and Village of Greenport Bay to Sound Integrated Trails; Benches, Kiosks And Bicycle Racks and other Infrastructure Items 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 connection with this Agreement. 13. Confidentiality Any records, reports or other documents of the Town or the Village or any of their departments or agencies used by the Town or the Village pursuant to this Agreement or any documents created as a part of this Agreement shall remain the property of the respective party and shall be kept confidential in accordance with applicable laws, rules and regulations. 14. Assignment and Subcontracting The Town and the Village shall not assign, transfer, convey, sublet, or otherwise dispose of this 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, to any other person or corporation, without the prior consent in writing of the County, and any attempt to do any of the foregoing without such consent shall be of no effect. 15. No Intended Third Party Beneficiaries This Agreement is entered into solely for the benefit of the Town and the Village. 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. 16. Publications and Publicity The Town and the Village shall not issue or publish any book, article, report or other publication related to this Agreement without first obtaining written prior approval from the other party. 17. Compliance with Law The Town and the Village and their subcontractors, in their performance of work pursuant to this Agreement shall comply with all applicable Federal, State, County and local laws, rules, 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. 18. Records Management The Town sand the Village shall keep accurate manual and automated records under this Agreement, as required by the Department. ' IMA Town of Southold and Village of Greenport Bay to Sound Integrated Trails; Benches, Kiosks And Bicycle Racks and other Infrastructure Items 19. Information Access Subject to any applicable provisions of law or regulations, the Department shall not be denied access to any information, records or reports that are within purview of this Agreement. 20. Not in Arrears/Default The Town warrants that it is not in arrears to the County upon debt or contract and is not in default as a surety, contractor or otherwise on any obligation to the County. 21. Qualifications The Town and the Village specifically represent and warrant that they have and shall possess, and that, to the extent applicable, the employees, agents and contractors have and shall possess, the required education, knowledge, experience and character necessary to qualify them individually for the particular duties they perform and that the Town and the Village have, 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. 22. Conflicts of Interest The Town and the Village agree that they will not, during the term of this Agreement, engage in any activity that is contrary to and/or in conflict with the goals and purposes of the Project. written bIelnowW, itness Whereof, the parties hereto have executed this AgreTent Town of Sound ~ ..a,d Village of Jnport // By:~ By: David b~ 7/~? Superwsor Mayor Date: ~'~ [~ Date: as of the latest date · IMA Town of Southold and Village of Greenport Bay to Sound Integrated Trails; Benches, Kiosks And Bicycle Racks and other Infrastructure Items STATE OF NEW YORK, COUNTY OF SUFFOLK ss.: the~,~day of JJv~! , in the year .2011 , before me, the undersigned, personally appeared ~V;~ ~[~ rtm'J"a , personally known to me or proved to me on the basis of ~atisfactory evldne~c~ to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she the executed the same in his/her/their capacity(les), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument. Signature aq/d~o'-?'fice o~6~rson taking Acknowledb:~eahent EMILY HEALY Notary Public, State Of New York No. 01HE6059270 Quatif ed In Suffolk County Commission Expires July 23, 20 ~ the STATE OF NEW YORK, COUNTY OF SUFFOLK ss.: On the F/ day of.5~ , i~n the year ~011, before me, the undersigned, personally appeared -.-~c2~'7L'~ /~[..A~t~¢~-~/; , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that hedshe..g~ executed the same in his~ capacity(i~), and that by hisgl~4thei~signature(,~ on the instrument, the individual(l) or the person upon behalf of which the individual(~) acted, executed the instrument. SigI~at(tre h~d~ff~e of pers0nttaking the Acknowledgement LINDA J COOPER NOTARY PUBLIC, State of New York NO. 01CO4822563, Suffolk County, Term Expires December 31, 20 /~