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HomeMy WebLinkAboutTown Road MaintenanceRESOLUTION 2012-134 ADOPTED DOC ID: 7576 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2012-134 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JANUARY 31, 2012: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Sunervisor Scott A. Russell to execute the Intermunicinal Aureemc'nt between the Town of Southoid and the Suffolk Countv DeDartment of Public Wq~a'ks in connection with maintenance responsibilities for Town roads previously pledged into the County Road System, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Christopher Talbot, Councilman SECONDER: William Ruland, Councilman AYES: Ruland, Talbot, Doherty, IG'upski Jr., Evans, Russell CM70113500000003875200 COUNTY OF SUFFOLK STEVEN BELLONE SUFFOLK COUNTY EX,CUT,rE DEPARTMENT OF PUBLIC WORKS GULBERT ANDERSON, P.E. COM~SSIONER March 16, 2012 Martin D. Finnegan, Town Attorney Town of Southold P.O Box 1179 Southold, NY 11971 Re: Intermunicipal Agreement with the Town of Southold - County Road System Dear Mr. Finnegan: Enclosed is a fully executed and approved agreement to transfer the maintenance of CR 48, Middle Road and CR 84, Cox Neck Road/Mill Neck Road, to the Town of Southold. If you have any questions, please contact William Hillman, P.E., Chief Engineer at (631) 852-4002. Sincerely, ~ ~ ( Gilbert Anderson, P.E. ~,.._~missioner GNdef Enclosure cc: James Peterman, P.E. Basia Deren Braddish, Esq. DPW Highways* Cliff Mitchell* Elizabeth Neville, Town Clerk * Peter Harris, Superint. of Highways * Audit & Control* Legislature* *with copy of contract SUFFOLK COUNTY IS AN EQUAL OPPORTUNITY / AFFIRMATIVE ACTION EMPLOYER (631) 882-4010 335 YAPHANK AVENUE · YAPHAN~ N.Y. 11980 · FAX (631) 852-4150 ,01/18/1.2 Law No. 12- -00 'Town of Southold Intermunicipal Agreement INTERMUNICIPAL AGREEMENT BETWEEN TOWN OF SOUTHOLD AND COUNTY OF SUFFOLK This Intermunicipal 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 Public Works ("Department"), located at 335 Yaphank Avenue, Yaphank, New York I 1980-9744; and Town of Southold ("Town"), a municipal corporation of the State of New York, having its principle offices located at 53095 Route 25, Southold, New York 11971, acting through its duly constituted Highway Department located at 75 Peconic Lane, Peconic, New York 11958. The parties hereto desire to remove from the County Road System and transfer to the Town, the duty and obligation to maintain County System Road No. 48, Middle Road and County System Road No. 84, Cox Neck Road/Mill Neck Road, in accordance with the term of this Agreement. Term of the Agreement: Upon execution of this Agreement by both the Town and the County, all duties and obligations to maintain County System Road No. 48, Middle Road and County System Road No. 84, Cox Neck Road/Mill Neck Road, in the Town of Southold, are hereby transferred to the Town in perpetuity. Total Cost of the Agreement: The Town agrees to assume and pay all of the costs associated with maintenance of County System Road No. 48, Middle Road and County System Road No. 84, Cox Neck Road/Mill Neck Road, as set forth in Article l, Section G. Terms and Conditions: Shall be as set forth in Articles I and Il, and Exhibits I through 3, attached hereto and incorporated herein. In Witness Whereof, the parties hereto have executed the Agreement as of the latest date written below. CWod O013oc g 01/26/2012 THU 10:09 FAX ~007/022 30- F~o~co5 01/18/12 La~v No. 12- -00 To~vn of Southold lntermunicipal Agreement TOW~ By:_ _ Name' Title: Date: Approved as to Legality: Dennis Cohen, County Attorney Assistmn County Attorney ORIG[Y, AL Date: Approved: Depa~]~ublic Works k~Oillm~ Anderson, P.E., Comm~ Date?-"/L(lq)/l,g~ Recommended: Highway Division William Hillman, P.E. Chief Engineer Date: ~Z/'O- D" · 01/18/~12 Law No. 12- -00 Town of Southold Intermunicipal Agreement List of Articles & Exhibits Article I Description of Duties and Obligations Article II County Terms and Conditions 1. Elements of Interpretation 2. Meanings of Terms 3. Contractors Responsibilities 4. Qualifications, Licenses, and Professional Standards 5. Notifications 6. Documentation of Professional Standards 7. Credentialing 8. Engineering Certificate 9. Termination 10. Indemnification and Defense 11. Insurance 12. Independent Contractor 13. Severability 14. Merger; No Oral Changes 15. Set-Off Rights 16. Non-Discrimination in Services 17. Nonsectarian Declaration 18. Governing Law 19. No Waiver 20. Conflicts of Interest 21. Cooperation on Claims 22. Confidentiality 23. Assignment and Subcontracting 24. No Intended Third Party Beneficiaries 25. Certification as to Relationships 26. Publications and Publicity 27. Copyrights and Patents 28. Arrears to County 29. Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future Construction 30. Notice Exhibit 1 Suffolk County Legislative Requirements 1. Contractor's/Vendors Public Disclosure Statement 2. Living Wage Law 3. Use of County Resources to Interfere with Collective Bargaining Activities 4. Lawful Hiring of Employees Law 5. Gratuities · 01/18/12 Law No. 12- -00 Town of Southold Intermunicipal Agreement 6. Prohibition Against Contracting with Corporations that Reincorporate Overseas 7. Child Sexual Abuse Reporting Policy 8. Non Responsible Bidder 9. Use of Funds in Prosecution of Civil Actions Prohibited 10. Work Experience Participation 11. Suffolk County Local Laws Website Address Exhibit 2 Authorizing Resolutions Exhibit 3 County Road System in the Town of Southold ,01/18/,~2 LawNo. 12- -00 Town of Southold Intermunicipal Agreement Article I Whereas, the purpose of this agreement is to clarify the County's limited maintenance responsibility for town roads, village roads, and other local municipal roads pledged into the County Road System solely to payment or disbursement of funds contained in the county road fund for the maintenance of those roadways; and Whereas, to the extent that there is insufficient state and federal funding to pay the cost of maintenance for roads that were pledged into the County Road System, the additional maintenance costs are the responsibility of the town, village, or other local municipality in which the roadway sits; and Whereas, County Legislative Resolution No. 825-2011 authorized the County to enter into an agreement with the Town for the removal from the County Road System and transfer of maintenance of County System Road No. 48, Middle Road and County System Road No. 84, Cox Neck Road/Mill Neck Road (hereinafter "the Roads"), (Exhibit 2-A); Whereas, pursuant to Town Board Resolution No.21o ~.. 13ht Town of Southold authorized the Town Supervisor to execute an Inter-Municipal Agreement with the County for the removal from the County Road System and transfer of maintenance of the Roads, (Exhibit 2-B); Now, Therefore, in consideration of the mutual provisions and covenants hereafter set forth, the parties hereto agree as follows: It shall be the duty of the parties to this Agreement to promptly discharge, or cause to be promptly discharged, all their responsibilities as set forth in this Agreement. The Roads shall be permanently removed from the County Road System and all duties and obligations to maintain in and to the Roads shall revert to the Town and the Roads shall thereafter be maintained by the Town in the same manner as other Town roads are maintained. All costs incurred in the maintenance of the Roads shall be borne by the Town. The term "maintenance" as used in this Agreement means and includes, but is not limited to: (a) salting, sanding and snow plowing; (b) litter pick-up; (c) catch basin and drainage pipe cleaning;(d) snow fence installation; (e) brush cutting and removal; (f) repair and/or installation of signs; (g) repair/replacement of manhole covers and catch basins; (h) mowing; (i) emergency callout work, including traffic accidents; (j) pavement markings; (k) street sweeping as necessary, emergencies and valid citizen complaints; (1) repair/replace wearing surface; (m) repair/replace curb, sidewalk and guide rail; (n) maintain recharge basin and repair/replace fence. The Town shall provide written notice to all local police authorities to advise them of the Town responsibility for maintenance of the Roads. The Town shall establish and employ procedures that will allow maintenance contractors and/or Town employees to provide maintenance services in a timely fashion. If the Town enters into contracts for the performance of any of the services required pursuant to this Agreement, the Town shall be solely responsible for such performance. Nothing in the contract shall impair the rights of the County under this Agreement. No contractual relationship shall be deemed to exist between any contractor and the County. Nothing in this Agreement shall impair any right of contribution or indemnification that the County may have against any subcontractor or other third party. · 01/18/t2 LawNo. 12- -00 · Town of Southold Intermunicipal Agreement F. In the event that the Town fails to provide the services and discharge its duties in accordance with the terms of this Agreement, the County, in addition to any other remedies to which it may be entitled may withhold funds for any or all other traffic improvements within the Town. The County shall, however, provide the Town with prior written notice specifying the particulars of the Town's failure to comply with the terms of this Agreement and shall further specify a reasonable period of time within which the Town may correct any such failure prior to the County pursuing any remedies under this Agreement. G. The Town will maintain: County System Road No. 48~ Middle Road All County System Road No. 48, Middle Road, situate in the Town of Southold, County of Suffolk, and State of New York as depicted on the attached diagram labeled "Exhibit 3" and described as follows: Beginning at the intersection of the LIPA transmission line and the division line between the Town of Riverhead on the west and the Town of Southold on the east in the vicinity of Aldrich Lane in the Hamlet of Laurel; Thence, from said Point of Beginning, easterly, through new location, and along the LIPA transmission line to the vicinity of the existing intersection of Cox Neck Road and Sound Avenue, a distance of 1.1+ miles more or less; Excepting also and reserving to any and all utilities the right of access at all times for the update, maintenance and service of their facilities. County System Road No. 84~ Cox Neck Road/Mill Neck Road All County System Road No. 84, Cox Neck Road/ Mill Road, situate in the Town of Southold, County of Suffolk, and State of New York as depicted on the attached diagram labeled "Exhibit 3" and described as follows: Beginning at the intersection of the northerly boundary of County Road No. 48, Sound Avenue and the County System Road No. 84, Cox Neck Road/Mill Road in the Hamlet of Mattituck; Thence, from said Point of Beginning, northerly, along said County System Road No. 84, Cox Neck Road to its intersection with the westerly boundary of Mattituck Creek; Thence, continuing from the easterly boundary of Mattituck Creek, easterly along County System Road No. 84, Mill Road, to its intersection with the westerly boundary of Mill Lane, a distance of 2.6+ miles more or less; Excepting also and reserving to any and all utilities the right of access at all times for the update, maintenance and service of their facilities. The above County System Road No.84 traverses Suffolk County Tax Map District 1000(Town of Southold), Section Numbers 121, 113, 106, 107 and 100. All costs incurred for the maintenance of the Roads under this Agreement shall be borne solely by the Town. Indemnification: a) The Town agrees that it shall, to the greatest extent permitted by law, protect, indemnify and hold harmless the County and its officers, officials, employees, contractors, agents and other persons (the "County Indemnified Parties") 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 Town in 6 · 01/18/,12 Law No. 12- -00 ' Town of Southold Intermunicipal Agreement connection with the services described or referred to in this Agreement. The Town shall defend the County Indemnified Parties in any suit, including appeals, or at the County's option, pay reasonable attorney's fees for defense of any such suit arising out of the acts or omissions or negligence of the Town, its officers, officials, employees, subcontractors or agents, if any, in connection with the services described or referred to in this Agreement. b) The County agrees that it shall, to the greatest extent permitted by law, protect, indemnify and hold harmless the Town and its officers, officials, employees, contractors, agents and other persons (the "Town Indemnified Parties") from and against all liabilities, fines, penalties, actions, damages, claims, demands, judgments, losses, costs, expenses, suits or actions and reasonable attomeys' fees, arising out of the acts or omissions or the negligence of the County in connection with the services described or referred to in this Agreement. The County shall defend the Town Indemnified Parties in any suit, including appeals, or at the Town's option, pay reasonable attorney's fees for defense of any such suit arising out of the acts or omissions or negligence of the County, its officers, officials, employees, subcontractors or agents, if any, in connection with the services described or referred to in this Agreement. End of Text for Article I 01/18/.12 Law No. 12- -00 · Town of Southold Intermunicipal Agreement Article Il County Terms and Conditions The Contractor's failure to cooperate in an Audit; 1. Elements of Interpretation As used throughout the Agreement: a. Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa. Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities, including public bodies, as well as natural persons, and shall include successors and assigns. b. Capitalized terms used, but not otherwise defined herein, shall have the meanings assigned to them in the Agreement. 2. Meanings of Terms As used in the Agreement; "Agreement" means all terms and conditions herein forming all rights and obligations &the Contractor and the County. "Comptroller" means the Comptroller &the County of Suffolk. "Contractor" means the Town, signatory person, partnership. corporation, association or other entity, its officers, officials, employees, agents, servants, sub-contractors and any successor or assign of any one or more oftbe foregoing performing the Services. "County" means the County of Suffolk, its departments, agents, servants, officials, and employees. "County Attorney" means the County Atiomey of the County of Suffolk. "Department" means the signatory department approving the Agreement. "Engineering Services" means the definition of the practice of engineering and the definition of practice of land surveying, as the case may be, under Section 7201 and Section 7203 of the State Education Law, respectively. "Event of Default" means a. The Contractor's Failure to maintain the amount and types of insurance required by the Agreement; or b. The Contractor's failure to comply with any Federal, State or local law, rule, or regulation, and County policies or directives; or c. The Contractor's bankruptcy or insolvency; or e. The Contractor's falsification of records or reports, misuse of funds, or malfeasance or nonfeasance in financial record keeping arising out of, or in connection with, any agreement with the County; or f. The Contractor's failure to submit, or failure to timely submit, documentation to obtain Federal or State funds; or g. The inability of the County or the Contractor to obtain Federal or State funds due to any act or omission of the Contractor; or h. Any condition the County determines, in its sole discretion, is dangerous. "Federal" means the United States government, its departments and agencies· "Fund Source" means any direct or indirect sum payable to the Contractor by the County pursuant to any lawful obligation. "Legislature" means the Legislature of the County of Suffolk. "Services" means all that which the Contractor must do and any part thereof arlslng out of, or in connection with, the Agreement necessary to provide the services described in this Agreement. "State" means the State of New York. "Suffolk County Payment Voucher" means the document authorized and required by thc Comptroller for release of payment. "Term" means the time period set forth on page one of the Agreement, unless sooner terminated as set forth in this Agreement. "Town" means the Town of Sonthold, its departments, agents, servants, officials, and employees. 3. Contractor Responsibilities a. It shall be the duty of the Contractor to discharge, or cause to be discharged, all of its responsibilities in the interest of the County in accordance with the provisions of the Agreement. b. The Contractor shall promptly take all action as may be necessary to render the Services. c. The Contractor shall not take any action that is inconsistent with the provisions oftbe Agreement. Qualifications, Licenses, and Professional Standards a. The Contractor represents and warrants that it has, and shall continuously possess, during the Term, the required licensing, education, knowledge, experience, and character necessary to qualify it to render the Services. b. The Contractor shall continuously have during the Term all required authorizations, certificates, 8 · 01/18/.12 LawNo. 12- -00 ' Town of Southold Intermunicipal Agreement certifications, registrations, licenses, permits, and other approvals required by Federal, State, County, or local authorities necessary to qualify it to render the Services, Notifications a. The Contractor 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 or the Contractor to perform the Services. b. In the event that a person is no longer licensed to perform the Services, the Contractor must immediately notify the County, but in no event shall such notification be later than five (5) days afier a license holder has lost the license required to qualify the license holder or the Contractor to perform the Services. c. In the event that the Contractor is not able to perform the Services due to a loss of license, the Contmator shall not be reimbursed for the Services rendered after the effective date of termination of such license. Without limltlng 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 Contractor'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. Documentation of Professional Standards The Contractor shall maintain on file, in one location in Suffolk County, all records that demonstrate that it has complied with paragraphs 4 and 5 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. Credentialing a. In the event that the Department, or any division thereof, maintains a credentialing process to qualify the Contractor to render the Services, the Contractor shall complete the required credentialing process, In the event that any State credential, registration, certification, or license, Drug Enforcement Agency registration, or Medicare or Medicaid certification is restricted, suspended, or temporarily or permanently revoked, it is the duty of the Contractor to contact the Department, or division thereof, as the case may be, in writing, no later than three (3) days after such restriction, suspension, or revocation. b. The Contractor shall forward to the Department, or division thereof, as the case may be, on or before July I of each year during the Term, a complete list of the names and addresses of all persons providing the Services, as well as their respective areas of certification, credentialing, registration, and licensing. 10. 9 Engineering Certificate in the event that the Agreement requires any Engineering Services, the Contractor shall submit to the County, no later than the due date for submission for approval of any engineering work product, the Certificate of Authorization ("Certificate"), issued pursuant to ~ 7210 of the New York Education Law, of every person performing any Engineering Services. The failure to file, submit or maintain the Certificate shall be grounds for rejection of any engineering work product submitted for approval. Termination a~ In the event that the County, by legislation or written agreement, assumes responsibility for the maintenance of the Roads or an part thereof, this Agreement shall, upon thirty (30) days '~wltten notice to the Town, be null and void and of no further consequence as to the specific Road. Any notice providing for termination in accordance with this Section 9 shall be delivered as provided in Section 30 of this Article 11. In the event the County does not assume responsibility for maintenance of all the Roads, the provisions of the Agreement, and the duties and obligations set forth herein shall continue in full force and effect as to those Roads. B Upon termination, the Contractor shall discontinue the Services as directed in the termination notice. Indemnification and Defense a. To the greatest extent permitted by law, the Contractor 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 contractor, including reimbursement of the cost of reasonable attorneyg 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. b. The Contractor hereby represents and warrants that it will not infringe upon any copyright in performing the Services. The Contractor 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 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 Contractor's actions in carrying out its duties under this Agreement. c. The Contractor shall defend the County, its agents, servants, officials, and employees in any proceeding · 01/18/.12 Law No. 12- -00 ' Town of Southold Intermunicipal Agreement 11. 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 Contractor to pay reasonable attorneys' fees for the defense of any such suit. a. The Contractor shall continuously maintain, during the Term of the Agreement, insurance in amounts and types as follows: 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. The County shall be named an additional insured. ii·) Automobile Liability insurance (if any vehicles are used by the Contractor in the performance of the 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 iii.) Workers' 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 Contractor shall furnish to the County, prior to its execution of the 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, the Agreement shall be void and of no effect unless the Contractor shall provide and maintain coverage during the Term for the benefit of such employees as are required to 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. b. The County may mandate an increase in the liability limits set forth above in the immediate preceding paragraphs. c. All policies providing such coverage shalI be issued by insurance companies with an A.M. Best rating of A- or better. d. The Contractor shall furnish to the County, prior to the execution oftbe Agreement, declaration pages for 12. 13. 14. 10 each policy of insurance, other than a policy for commercial general liability insurance, and upon demand, 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 Contractor shall furnish to the County, prior to the execution of the Agreement, a declaration page or insuring agreement and endorsement page evidencing the County's status as an additional insured on said policy, and upon demand, a true and certified original copy of such policy evidencing compliance with the aforesaid insurance requirements. e. All evidence of insurance shall provide for the County to be notified in writing thirty (30) days prior to any cancellation, nonrenewal, or material change in the policy to which such evidence relates. It shall be the duty of the Contractor to notify the County immediately of any cancellation, nonrenewal, or material change in any insurance policy. In the event the Contractor shall fail to provide evidence of insurance, the County may provide the insurance required in such manner as the County deems appropriate and deduct the cost thereof from any payments due the Town under this Agreement or any other agreement between the County and the Town. g. 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. lndependentContractor The Contractor is not, and shall never be, considered an employee of the County for any purpose. Notwithstanding anything herein, the Agreement shall not be construed as creating a principal-agent relationship between the County and the Contractor or the Contractor and the County, as the case may be. Severability It is expressly agreed that if any term or provision of the 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 the Agreement represents the entire agreement of the parties and that all previous understandings are herein merged in the Agreement. No modification of the Agreement shall be valid unless in written form and executed by both parties. · 01/18/.12 Law No. 12- -00 · Town ofSouthold Intermunicipal Agreement 15. Set-Off Rights 16. The County shall have all of its common law, equitable, and statutory rights of set-oft These rights shall include, but not be limited to, the County's option to withhold from a Fund Source an amount no greater than any moneys due and owing to the County for any reason. The County shall exercise its set-off rights subject to approval by the County Attorney. In cases of set-off pursuant to a Comptroller's audit, the County shall only exercise such right after the finalization thereof, and only after consultation with the County Attorney. Non-Discrimination in Services a. The Contractor shall not, on the grounds of race, creed, color, national origin, sex, age, disability, sexual orientation, military status, or marital status: i.) deny any indlvidual the Services provided pursuant to the Agreement; or ii.) provide the Services to an individual that is different, or provided in a diflYrent manner, from those provided to others pursuant to the Agreement; or iii.) subject an individual to segregation or separate treatment in any matter related to the individual's receipt of the Services provided pursuant to the Agreement; or iv.) restrict an individual in any way from any advantage or privilege enjoyed by others receiving the Sarvices provided pursuant to the Agreement; or v.) treat an individual differently from others in determining whether or not the individual satisfies any eligibility or other requirements or conditions which individuals must meet in order to receive the Services provided pursuant to the Agreement. b. The Contractor shall not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination because of their race, creed, color, national origin, sex, age, disability, sexual orientation, military status, or marital status, or have the effect of substantially impairing the Agreement with respect to individuals of a particular race, creed, color, national origin, sex, age, disability, sexual orientation, military status, or marital status, in determining: i.) the Services to be provided, or ii.) the class of individuals to whom, or the situations in which, the Services will be provided: or iii.) the class of individuals to be afforded an opportunity to receive the Services. 17. 18. 19. 20. 21. Nonsectarian Declaration The Services performed under the Agreement are secular in nature· No funds received pursuant to the Agreement shall be used for sectarian purposes or to further the advancement of any religion. The Services will be available to all eligible individuals regardless of religious belief or affiliation. Governing Law The Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws. Venue shall be designated in the Supreme Court, Suffolk County, 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. Conflicts of lntarest The Contractor shall not, during the Term, 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 Contractor 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. 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. Cooperation on Claims The Contractor and the County shall render diligently to each other, without compensation, any and all cooperation that may be required to defend the other party, its employees and designated representatives against any claim, demand or action that may be brought against the other party, its employees or designated representatives arising out of or in connection with the Agreement. 11 · 01/18/.12 Law No. 12- -00 Town of Southold Intermunicipal Agreement 22. Lawful Hiring of Employees Law in Connection with Agreements for Construction or Future Construction In the event that the Agreement is subject to the Lawful Hiring &Employees Law of the County of Suffolk, Suffolk County Code Chapter 234, as more fully set forth in the Article entitled "Suffolk County Legislative Requirements," the Contractor shall maintain the documentation mandated to be kept by this law on the construction site at ail 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 sheets/register/log books to indicate their presence on the construction site during such working hours. 23. Notice Unless otherwise expressly provided herein, all notices shall be in writing and shall be deemed sufficiently given if sent by regular first class mail and certified mail, or personally delivered during business hours as follows: I.) to the Contractor at the address on page I of the Agreement and 2.) to the County at the Department, or as to either of the foregoing, to such other address as the addressee shall have indicated by prior ~witlen notice to the addmssor. All notices received by the County relating to a legal claim shall be immediately sent to the Department and also to the County Aeomey at 100 Veterans Memorial Highway, P.O. Box 6100, (Sixth Floor), Hauppauge, New York, 11788. The County shall report to the Contractor in writing within ten (10) days of the initiation by or against it of any legal action or proceeding in connection with or relating to The Agreement. End of Text for Article II 12 · 01/18/.12 LawNo. 12- -00 · Town of Southold Intermunicipal Agreement Exhibit 2 Suffolk County Legislative Requirements Contractor's/Vendor's Public Disclosure Statement It shall be the duty of the Contractor to mad, 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 Contractor as being exempt from the requirements of section A5-7 of Article V of the Suffolk County Code, the Contractor represents and warrants that it has filed with the Comptroller the verified public disclosure statement required by Suffolk 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 Contractor 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 Contractor to read, become familiar with, and comply with the requirements of Chapter 575, 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) shaIl 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: Suflblk 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." 13 Use of County Resources to Interfere with Collective Bargaining Activities It shall be the duty of the Contractor to read, become familiar with, and comply with the requirements of Article I of Chapter 803 of the Suffolk County Code. County Contractors (as defined by section 803-2) shall comply with all requirements of Chapter 803 of the Suffolk County Code, including the following prohibitions: a. The Contractor shall not use County funds to assist, promote, or deter union organizing. No County funds shall be used to reimburse the Contractor 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 am performed on County property, the Contractor 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 the provision of human services and are not to be performed on County property, the Contractor must adopt, at the least, a neutrality agreement. Under the provisions of Chapter 803, 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: Suflblk County Labor Law Form DOL-LOI; entitled "Suftblk County Department of Labor - Labor Mediation Unit Union Organizing Certification/Declaration - Subject to Audit." Lawful Hiring of Employees Law It shall be the duty of the Contractor to read, become familiar with, and comply with the requirements of Article Il of Chapter 353 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 asvarding 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, certi~ing that they have 01/18/.12 Law No. 12- -00 Town of Southold Intermunicipal Agreement 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 (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 pan of any executed contract, subcontract, liconse 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 percent (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 submiited 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 Contractor 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 oftbe 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-I; 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." 14 Suffolk County Lawful Hiring of Employees Law Form LHE-2; entitled "Affidavit Of Compliance With The Requirements Of 8 U.S.C. Section 1324a With Respect To Lawful Hiring Of Employees" Suffolk County Lawful Hiring of Employees Law Form LHE-6; entitled "Notice of Non-Applicability For Compliance With Federal Law (8 U.S.C. Section 1324A) With Respect To Lawful Hiring Of Employees." Gratuities It shall be the duty of the Contractor to read, become familiar with, and comply with the requirements of Chapter 664 oftbe Suffolk County Code. The Contractor 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 agreement or securing favorable trea~nent with respect to the awarding or amending of an agreement or the making of any determinations with respect to the performance of an agreement. Prohibition Against Contracting with Corporations that Reincorporate Overseas It shall be the duty of the Contractor 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 Contractor 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. Child Sexual Abuse Reporting Policy It shall be the duty of the Contractor to read, become familiar with, and comply with the requirements of Article 11 of Chapter 880 oftbe Suffolk County Code, The Contractor shall comply with Article I1 of Chapter 880, 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. Non Responsible Bidder It shall be the duty of the Contractor to read, become familiar with, and comply with the requirements of Article Ii of Chapter 189 of the Suffolk County Code. Upon signing the Contract, the Contractor 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 c · 01/18/.12 Law No. 12- -00 ' Town of Southold Intermunicipal Agreement overed under section 189-5 of the Suffolk County Code under "Nonmsponsible Bidder." Use of Funds in Prosecution of Civil Actions Prohibited it shall be the duty of the Contractor to read, become familiar with, and comply with the requirements of Article III of Chapter 893 of the Suffolk County Code. The Contractor 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 Contractor to read, become familiar with, and comply with Article Ill of Chapter 730 of the Suflblk 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 11. 12. such plan or policy. Work Experience Participation If the Contractor is a not-for-profit or governmental agency or institution, each of the Contractor'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 281 of the Suffolk County Code at all times during the Term of the Contract. If no Memorandum of Understanding ("MOU") with the Suffolk County Department of Labor for work experience is in effect at the beginning of the Term of the Contract, the Contractor, if it is a not-for-profit or governmental agency or institution, shall enter into such MOU as soon as possible al~er 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. Suffolk County Local Laws Website Address Suffolk County Local Laws, Rules and Regulations can be accessed on the homepage of the Suffolk County Legislature. End of Text for Exhibit 2 15 "61/18/12 Law No. 12- -00 Town of Southold Intermunicipal Agreement Exhibit 2 COUNTY AND TOWN AUTHORIZING DOCUMENTS 2-A Suffolk County Legislative Resolution No. 825 of 2011 , "Authorizing the Commissioner of the Suffolk County Department of Public Works to Take Measures to Remove Certain Roads from the Suffolk County Road System" 2012- 2-B Town of Southold Resolution No. , "Resolution No. 134 , dated JAN 31 2012 "" 16 · 01/18/12 Law No. 12- -00 Town of Southold Intermunicipal Agreement Ina'o, Res. No. t837-2011 Laid on Table 9/15/2011 Introduced by Presiding Officer, on request of the County Executive RESOLUTION NO. o°~,~,5' -20t'1, AUTHORIZING THE COMMISSIONER OF THE SUFFOLK COUNTY DEPARTMENT OF PUBLIC WORKS TO TAKE MEASURES TO REMOVE CERTAIN ROADS FROM THE SUFFOLK COUNTY ROAD SYSTEM WHEREAS, New York State Highway Law § 115-b prescribes the manner in which a County may remove a road or parl of a road from its County road system; and WHEREAS, certain roadways that were placed in the County read system were owned by the Towns or Villages in which those roadways are situated; and WHEREAS, duly authorized representatives from the Towns and Villages in Suffolk County requested that certain roadways be placed in the County road system to make those roadways eligible for S~ate and Federal Aid that is only available to roadways in the County road system; and WHEREAS, the Suffolk County Commissioner of Public Works is also Suffolk County's Superintendent of Highways; and WHEREAS, the Suffolk County Commissioner of Public Works has received and dispersed all available State and Federal Aid for roadways in the County road system; and WHEREAS, the amount of State and Federal Aid for roadways in the County road system has become insufficient to reconstruct, improve, and maintain certahl roadways in the County road system; and WHEREAS, the additional coat for reconstruction, improvement, and maintenance of certain roadways that were placed in the County read system was funded, in whole or in part, by the Towns and Villages in which those roadways are situated; and WHEREAS, duly authorized representatives from the Towns and Villages have acknowledged to the State of New York Department of Transportation that certain roadways that were placed on the County road system are owned by the Towns and Villages in which those roadways are situated; and WHEREAS, Towns and Villages have been receiving funding from the New York State Consolidated Local Street and Highway Improvement Program for certain roadways that were placed on the County road system; and WHEREAS, duly authorized representatives from me Towns and Villages have requested that the County of Suffolk pay the entire coat of reconstruction, improvement, and maintenance of certain roadways that were placed on the County road system Where there is insufficient State and Federal Aid to pay for such costs, end WHEREAS, the County of Suffolk cannot afford to pay the costs associated with the reconstruction, improvement, and maintenance of certain roadways that were placed in the County road system; and · 01/18/12 LawNo. 12- -00 Town of Southold Intermunicipal Agreement WHEREAS, New York State Highway Law § 115-b permits roadways to be removed from the county road system "upon the recommendation of the County Superintendent of Highways pursuant to a written agreement with the governing body of a town, village or city, or in the event that such an agreement cannot be reachad with the approval of the commissioner of transportation, the board of supervisors of any County may remove a mad or pad of a road from the County mad system'; now, therefore be it RESOLVED, that pursuant to New York State Highway Law § 115-b, the Suffolk County Commissioner of Public Works is hereby authorized to issue recommendations concerning any roadway(s) contained in the County read system that should be removed from the County road system and returnsd to the Towns or Villages in whicfl it/they ia/are situated fo~ reconstruction, improvement, and maintenance; and be it further 2"d RESOLVED, that pursuant to New York State Highway Law § 115-b, the Suffolk County Commissioner of Public Works is hereby authorized to enter into any necessary written agreements with the governing body of any Towns or Villages for roadway(s)that are recommended to be removed from the County road system and returned to the Towns or V/lieges in which it/they is/are situated for reconstruction, improvement, and maintenance; and he it further 3m RESOLVED, that pursuant to New York State Highway Law § 115-b, the Suffolk County Commissioner of Public Work~ may make any necassa~ applications to the New York State Commissioner of Tmnspen~ation for roadway(s) that are recommended to be removed from the County mad system and returned to the Towns or Villages in which it/they is/am situated for reconstruction, improvement, and maintenance; and be it further 4~' RESOLVED, that the Legislature, being the State Environmental Quality Review Act (SEQRA) Lead Agency, hereby finds and determines that this action constitutes a Type II action pursuant to Section 617.5(c)(2) and/or 27 of Title e of the NEW YORK CODE OF RULES AND REGULATIONS (6 NYCRR) and within the meaning of Section 8-010g(2) of the NEW YORK ENVIRONMENTAL CONSERVATION LAW as a promulgation of regulations, rules, policies, procedures, and legislative decisions in connection with continuing agency administration, management, and information collection. The Suffolk County Council on Environmental Quality (CEQ) is hereby directed to circulate any appropriate SEQRA notices of determination ol~ non-applicability or nor>significance in accordance with this law. DATED: OCT 1 1 201I County Ex'e~utive of 8u~lk Cou~y / Date: OCT ! 9 201~/ 2 · 01/18[12 Law No. 12- -00 Town of Southold Intermunicipal Agreement SUFFOLK COUNTY Coun~Le~s~tu~ RIVER. HEAD, NY ~J~i~ ~ to Cert~'y '7~t I, TIM LAUBE, Clerk of the Coun~ L~isl~m ~e ~n~ of Suffol~ ~ve ~m~r~ ~e fo~oJ~ ~W of ~lut~n wl~ t~ odgi~l ~ut~n ~w on fl~ In ~ls offi~, a~ which was du~ adop~ by t~ ~unW L~l~a~m of ~ ~unW on ~er 11, 2011 a~ t~t the ~me is a ~e a~ ~r~ tra~ of ~id ~n a~ ~ ~e w~E ~, ~ ~ ~eo~ ] have ~r~nto ~ my hand and t~ offidal ~l 0f the Coun~ L~atum of the ~un~ of Su~tk. Cle~ of the L~islatum RESOLUTION 2012-134 ADOPTED DOC ID: 7576 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2012-134 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JANUARY 31, 2012: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the lntermunicipal Agreement between the Town of Southold and the Suffolk Count~ Department of Public Works in connection with maintenance responsibilities for Town roads previously pledged into the County Road System, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Christopher Talbot, Councilman SECONDER: William Ruland, Councilman AYES: Ruland, Talbot, Doherty, Krupski Jr., Evans, Russell · 01/18~12 LawNo. 12- -00 Town of Southold Intermunicipal Agreement Exhibit 3 COUNTY SYSTEM ROADS IN THE TOWN OF SOUTHOLD 2O