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HomeMy WebLinkAboutTown of Southold Living Shoreline Demonstration Project Rev.944-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project Intermunicipal Agreement Town of Southold Living Shoreline Demonstration Project This Contract ("the Contract") is between the County of Suffolk ("the County"), a municipal corporation of the State of New York,acting through its duly constituted Department of Economic Development and Planning ("the Department"), located at'H. Lee Dennison Building, 100 Veterans Memorial Highway, Hauppauge, NY 11788; and Town of Southold ("the Contractor'), a municipal corporation of the State of New York,having an address at 53095 Route 25 Southold,New York, 11971. The Contractor has been designated to receive funds from the County for the Living Shoreline Demonstration Project ("the Services") as set forth in Article I, entitled"Description of Services." Term of the Contract: October 1, 2017—December 31, 2018, unless earlier terminated as provided for herein. Total Cost of the Contract: Shall not exceed $58,800.00, to be paid as set forth in Article II, attached. Terms and Conditions: Shall be as set forth in Articles I and II and Exhibits 1 and 2,attached hereto and made a part hereof. In Witness Whereof, the parties hereto have executed the ontract as of the latest date written below. TOWN OF SO THOLD COUN F SUFFOLK By: QABy: Nam c)4+ R,) (,t Dennis M. Cohen Title Chief Deputy County Executive Fed. Tax ID# l� -levo�°i3`� Date: Date ���,—� l Approved as to Form: Approved: Dennis M. Brown Department of Economic Development and Planning County Attorney By: ,. Theresa Ward By / Deputy County Executive and Commissioner Michael J. Petre Date Ito 7 Assistant Countyyttomey/� Date i 0048308 Page 1 of 22 A;r Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project List of Articles & Exhibits Article I Description of Services 1. Conflicting Provisions 2. Services 3. Town Subcontractor(s) 4. Project Timeline and Deliverables 5. County Evaluation 6. Reports/Progress Meetings 7. Review and Cormnent Article II Financial Terms and Conditions 1. Conflicting Provisions 2. General Payment Terms 3. Agreement Subject to Appropriation of Funds 4. Accounting Procedures 5. Audit 6. Comptroller's Rules and Regulations for Consultant's Agreements 7. Specific Payment Terms and Conditions Exhibit 1 County Terms and Conditions 1. Elements of Interpretation 2. Meanings of Terms 3. Contractor 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 Page 2 of 22 v Ae Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project 24. Changes to Contractor 25. No Intended Third Party Beneficiaries 26. Certification as to Relationships 27. Publications 28. Copyrights and Patents 29. Arrears to County 30. Lawful Hiring of Employees Law in Connection with Contracts f6r Construction or Future Construction 31. Record Retention 32. Certification Regarding Lobbying 33. Notice Exhibit 2 Suffolk County Legislative Requirements 1. Contractor's/Vendor's 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 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. Youth Sports 11. Work Experience Participation 12. Safeguarding Personal Information of Minors 13. Contract Agency Performance Measures and Reporting Requirements 14. Suffolk County Local Laws Website Address Attachments Attachment A- Southold Town Resolution No. 2016-639 Attachment B - Suffolk County Resolution No. 774-2016 Page 3 of 22 { Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project Article I Description of Services Whereas, the Town of Southold proposed the Living Shoreline Demonstration Project to provide a model to demonstrate how environmentally sustainable techniques can be applied to address shoreline protection, enhance habitat, and improve water quality(the"Project"); and Whereas,the Suffolk County Department of Economic Development and Planning agreed to sponsor the Living Shoreline Demonstration Project; and Whereas,the Suffolk County Water Quality Protection and Restoration Program Review Committee ("WQPRP Review Committee") approved the use of Suffolk County Water Quality Protection and Restoration Program and Land Stewardship Initiative funds("Water Quality Funds")for the Living Shoreline Demonstration Project during the March 13, 2015 meeting of the WQPRP Review Committee; and Whereas,pursuant to Town of Southold Resolution Number 2016-639,adopted at the Town Board meeting on June 28, 2016 (Attachment A), the Town of Southold authorized the Supervisor to enter into an Intermunicipal Agreement with the County of Suffolk to undertake the Living Shoreline Demonstration Project,and to provide the required matching funds of the lesser of Fifty Eight Thousand Eight Hundred Dollars($58,800)or one-half the cost of the total project for the Living Shoreline Demonstration Project to be funded by the Town, at its election, in either monetary funds or through the procurement and providing of equal valued labor,materials,and travel costs; and Whereas,pursuant to Town of Southold Resolution Number 2016-639,adopted at the Town Board meeting on June 28,2016(Attachment A),the Town of Southold,having conducted a coordinated review and being the lead agency under the State Environmental Quality Review Act("SEQRA"),Environmental Conservation Law Article 8,found and determined that the Living Shoreline Demonstration Project,the proposed action, constitutes a Type II Action in accordance with the provisions of 6 NYCRR§617.7(c)(20)and(27). Therefore the SEQRA review is complete and no further action needs to be taken by the County of Suffolk; and Whereas,pursuant to Suffolk County Resolution No.774-2016(Attachment B),the County of Suffolk amended the adopted 2016 operating budget to transfer funds from Fund 477 Water Quality Protection, amended the 2016 Capital Budget and Program, and appropriated funds in the amount of$58,800 in connection with the Living Shoreline Demonstration Project; and Whereas,pursuant to Suffolk County Resolution No. 774-2016 (Attachment B), the Suffolk County Legislature authorized the County Executive to execute an Intermunicipal Agreement with the Town of Southold to conduct the Living Shoreline Demonstration Project; and Whereas, the Town of Southold and other towns in Suffolk County have seen a-large increase in demand for property protection since hurricane Sandy; and Whereas, shoreline hardening structures such as bulkheads are most commonly applied to mitigate erosion but often result in loss of habitat and ecosystem function; and Whereas, sustainable alternatives to bulkheads such as living shorelines, a form of green infrastructure, are cost Page 4 of 22 Rev. 9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project effective solutions to shoreline hardening that are also beneficial to the environment; and Whereas,the Contractor intends to engage the proven technical and scientific expertise of the Cornell Cooperative Extension of Suffolk County (the"CCE") in order to successfully complete the Project; and Whereas, the Project is consistent with many of the Peconic Estuary Program Comprehensive Conservation and Management Plan's actions to reduce nitrogen,improve water quality,and promote natural,sustainable alternatives to bulkheads; and Whereas, the Contractor shall undertake the Services in order to complete the Project; and Whereas,this Agreement is an Intermunicipal Agreement pursuant to NY General Municipal Law §119-0,which must be approved by the governing body of each participating municipality. Now Therefore,in consideration of the mutual provisions and covenants hereafter set forth,the parties hereto agree as follows: 1. Conflicting Provisions In the event of any conflict between this Article I and any other provision to this Contract, such other provision shall prevail unless it is expressly stated that this Article I shall prevail. 2. Services The Contractor shall implement a Living Shoreline Demonstration Project near the Suffolk County Marine Environmental Learning Center(the"SCMELC")in Southold,New York(the"Project Site").Coconut fiber (coir) logs, Spartina Alterniflora (cordgrass) plantings, and hatchery cultivated ribbed mussels will be placed at the Project Site to provide shoreline stabilization,improve habitat,reduce nitrogen, and enhance ecosystem services. The Services provided shall also include the tasks deliverables more fully described in paragraph 4 of this Article I herein. 3. Town Subcontractor(s) The Contractor shall require the professional services of Cornell Cooperative Extension of Suffolk County ("CCE") to implement the Living Shoreline Demonstration Project. Any subcontracts, including but not limited to those between the Contractor and the CCE,shall comply with any and all applicable federal,state, and local laws, regulations, and rules, as well as any additional applicable standards or provisions of this Contract. 4. Project Timeline and Deliverables The entire Living Shoreline Demonstration Project, as described in paragraphs a-e below, including, but not limited to, engineering, construction, and reporting, shall be completed prior to the expiration of the Term of this Contract. a. Task 1: October—December 2017 CCE shall develop and finalize conceptual plans for three different types of living shoreline designs to be installed. CCE shall hold meetings with New York State Department of Environmental Page 5 of 22 Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project Conservation("NYSDEC")personnel to discuss these three options to ensure that they conform to New York State wetland permit specifications. CCE shall apply for permits on behalf of the Contractor to implement the three living shoreline designs. CCE shall collect and condition ribbed mussels from natural beds in Cedar Beach Creek for spawning use. Adult ribbed mussels will be conditioned in the shellfish hatchery at the SCMELC. This process is expected to take approximately 8 weeks. Deliverable 1: Living Shoreline Designs Contractor shall submit to the Department draft conceptual plans for three different types of living shoreline designs to be installed at the Project Site. The Department shall review and approve the draft conceptual plans, and if necessary, return the plans to the Contractor with comments and alterations prior to plan approval. b. Task 2: January—February 2018 CCE shall follow up with NYSDEC on the status of permit applications. CCE shall prepare for the spring planting and installation season by acquiring the necessary materials for shoreline installations. CCE shall spawn ribbed mussels at the SCMELC shellfish hatchery,grow mussel larvae to the point of setting,and set the larval mussels on appropriate media allowing for culture in containment. CCE shall maintain post set larvae in the hatchery through at least May. Deliverable 2: Planning and Shellfish Update By the end of February 2018,the Contractor shall submit to the Department a report including,but not limited to,updates regarding the(i)status of permit applications related to and necessary for the successful completion of the Project, (ii) spring planting and installation season preparations, including completed items, items remaining to be completed, and any problems that were encountered or foreseeable problems that may arise, and (iii) progress of the ribbed mussel spawning. C. Task 3: March—July 2018 CCE shall install shoreline structural components (rocks, wood, and geotextiles) for each living shoreline design. CCE shall transplant locally collected and propagated plant material into the structures and adaptively manage the plantings to ensure planting success. CCE shall continue cultivation of ribbed mussels at the SCMELC hatchery. Once to adequate size, CCE will facilitate the attachment of mussels to appropriate substrate that can be transplanted directly into the shoreline structures. This work should take place in during May and June,but later batches may occur in July and August. Deliverable 3: Installation and Shellfish Update By the end of July 2018, the Contractor shall submit to the Department a report including,but not limited to, updates regarding the (i) installation of shoreline structural components, including completed items, items remaining to be completed, and any problems that were encountered or Page 6 of 22 Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project foreseeable problems that may arise, and (ii) progress of the ribbed mussel spawning and transplanting, including an updated timeline for transplanting. d. Task 4: July—September 2018 CCE shall plant nursery gown ribbed mussels into the shoreline structures. The planting of mussel beds will be supplemented with natural adult mussels from nearby donor meadows as necessary. CCE shall develop collection and transplant protocols for the ribbed mussel for use in future efforts. CCE will begin monitoring growth and survival of planted mussels and will continue to monitor shoreline installation. Additional marsh grass plantings will be added to the site as necessary. Deliverable 4: Installation and Shellfish Update Two By the end of September 2018,the Contractor shall submit to the Department a report including,but not limited to, updates regarding the (i) installation of shoreline structural components, including completed items, items remaining to be completed, and any problems that were encountered or foreseeable problems that may arise,(ii)progress of the ribbed mussel spawning and transplanting, including an updated timeline for transplanting and details regarding any mussels obtained from nearby donor meadows, and (iii) monitoring of growth and survival of planted mussels and other installation components. e. Task 5: October—December 2018 CCE shall monitor and document overall success of the three types of living shoreline designs installed with particular emphasis on growth and survival of plant material and mussels. CCE,in conjunction with the Contractor,shall prepare a Final Report documenting project successes and challenges.The Report will provide recornrnendations and guidance for the Contractor and the County to use for implementation of future living shoreline projects. Deliverable 5: Final Report By the end of December 2018, the Contractor shall submit to the Department a Final Report that shall include,but not be limited to,updates and analysis regarding(i)the permit application process, (ii)the installation of shoreline structural components,including successful tactics and any pitfalls or problems that were encountered during the installation process, and(iii)the spawning and planting of ribbed mussels, including successful tactics and any pitfalls or problems that were encountered during the transplanting process. The Final Report shall also include (iv) a final analysis and summary of the overall success of the three types of living shoreline designs installed, including a particular emphasis on growth and survival of plant material and mussels,and(v)recommendations and guidance for the implementation of future living shoreline projects. The Final Report submitted to the Department is subject to review and approval by the Department. The Department may, at its sole discretion,provide comments and feedback on the Final Report to the Contractor,which the Contractor will incorporate and re-submit to the Department.This process may be repeated until the Department approves the Final Report. 5. County Evaluation Page 7 of 22 Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project a. Evaluation of Services The Department has the right to,monitor and evaluate the Services provided under this Contract. Such monitoring and evaluation may include, but not be limited to, evaluation for merit, adequacy of completion, and/or duplication of Services. In addition to the provisions set forth in Article II, Paragraph 4 and Exhibit 1, Paragraph 31, of this Contract, the County shall have full access to inspect facilities and records associated with or used in the completion of Services contemplated in this Contract. The Department shall, in its sole discretion, determine what constitutes acceptable performance in meeting the aforementioned responsibilities. b. Statistical Reports The Contractor agrees to collect statistical data of a fiscal nature on a regular basis in order to produce fiscal statistical reports at times prescribed by, and on forms furnished by the County. C. Subcontracts The Contractor agrees to include the requirements above (subparagraphs (a) and (b) of this paragraph) in all approved subcontracts and assignments. 6. Reports/Progress Meetings a. Reports The Contractor shall be responsible for issuing timely reports in oral presentations and in writing on the status of pending and proposed activities, as described herein and as may reasonably be requested by the Department. Such reports shall include,but not be limited to, activity reports, progress reports and reports of accomplishments regarding the programs authorized by this Contract. All written reports shall also be made available to the County in electronic format, in a format mutually agreed upon by the parties. b. Progress Meetings Depending upon the nature of the services provided under this Contract, the parties may meet from time to time; the meeting time,place and attendees shall be as mutually agreed upon by the parties. 7. Review and Comment Deliverables submitted by the Contractor to the County shall be submitted first in draft fonn for County and/or Department comment. The deliverables shall be revised by the Contractor in accordance with County comments and resubmitted to the County for final approval. All deliverables or reports, including but not limited to those described in Paragraph 4 of this Article I, are subject to final review and approval by the County. End of Text for Article I Page 8 of 22 Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project Article II Financial Terms and Conditions 1. Conflicting Provisions In the event of any conflict between any provision in this Article II and an exhibit to this Contract, the exhibit shall prevail, unless it is expressly stated in the conflicting provision in this Article II that it shall prevail over the exhibit. 2. General Payment Terms a. Presentation of Suffolk County Payment Voucher In order for payment to be made by the County to the Contractor for the Services, the Contractor shall prepare and present a Suffolk County Payment Voucher(Voucher),which shall be documented by sufficient, competent and'evidential matter. Each Suffolk County Payment Voucher submitted for payment is subject to Audit at any time during the Term or any extension thereof. This provision shall survive expiration or termination of this Contract for a period of not less than seven(7)years, and access to records shall be as set forth in paragraph 31 of Exhibit 1,and paragraph 4(b)of Article II. b. Voucher Documentation The Suffolk County Payment Voucher shall list all information regarding the Services and other items for which expenditures have been or will be made in accordance with the Contract. Either upon execution of the Contract(for the Services already rendered and expenditures already made), or not more than thirty(3 0)days after the expenditures were made,and in no event after the 31"day of January following the end of each year of the Contract, the Contractor shall furnish the County with detailed documentation in support of the payment for the Services or expenditures under the Contract,e.g.,dates of the Service,worksite locations,activities,hours worked,and pay rates for all Services. The Suffolk County Payment Voucher shall include time records, certified by the Contractor as true and accurate, of all personnel for whom expenditures are claimed during the period. All Suffolk County Payment Vouchers must bear a signature as that term is defined pursuant to New York State General Construction Law§46 by duly authorized persons. Disbursements made by the Contractor in accordance with the Contract 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. C. Payment by County Payment by the County shall be made within thirty (30) days after approval of the Voucher by the Comptroller. d. Final Voucher The acceptance by the Contractor of payment of all billings made on an approved voucher shall operate as and shall be a release of the County from all claims by the Contractor through the date of the Voucher. Page 9 of 22 .. 1.A Rev. 9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project 3. Subject to Appropriation of Funds a. The Contract is subject to the amount of funds appropriated each fiscal year and any subsequent modifications thereof by the County Legislature, and no liability shall be incurred by the County beyond the amount of funds appropriated each fiscal year by the County Legislature for the Services. b. If the County fails to receive Federal or State funds originally intended to pay for the Services, or to reimburse the County, in whole or in part, for payments made for the Services, the County shall have the sole and exclusive right to: i.) determine how to pay for the Services; ii.) determine future payments to the Contractor; and iii.) determine what amounts, if any, are reimbursable to the County by the Contractor and the terms and conditions under which such reimbursement shall be paid. 4. Accounting Procedures a. The Contractor shall maintain accounts,books,records,documents,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 the Contract, in accordance with generally accepted accounting principles and with rules,regulations and financial directives,as may be promulgated by the Suffolk County Department of Audit and Control and the Department. The Contractor 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 Contract. b. The Contractor shall retain all accounts, books, records, and other documents relevant to the Contract for seven (7) years after final payment is made 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 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. 5. Audit a. All payments made under the Contract are subject to audit by the Comptroller pursuant to Article V of the Suffolk County Charter. The Contractor further agrees that the 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 Services under the Contract. If such an audit discloses overpayments by the County to the Contractor,within thirty(30)days after the issuance of an official audit report by the Comptroller or his duly designated representatives, the Contractor Page 10 of 22 ., .r Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project shall repay the amount of such overpayment by check to the order of the Suffolk County Comptroller 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 from any amounts due or becoming due to the Contractor from the County under the Contract or any other Fund Source. b. The provisions of this paragraph shall survive the expiration or termination of the Contract for a period of seven(7)years,and access to records shall be as set forth in paragraph 31 of Exhibit 1,and paragraph 4(b) of Article II. 6. Comptroller's Rules and Regulations for Consultant's Agreements The Contractor 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 the Contract. The"Comptroller's Rules and Regulations for Consultant's Agreements" may be viewed online at the County's website, SuffolkCountyny.gov; go to "Government," then "Comptroller,"then"Consultant's Agreements." 7. Specific Payment Terms and Conditions a. Matching Funds i.) The Contractor may not use the County funds granted under this Contract as matching funds for this project or any other federal, state, or other grant program unless specifically authorized by written consent from the County. ii.) The Contractor shall provide matching funds for the Living Shoreline Demonstration Project to be either the lesser of Fifty Eight Thousand Eight Hundred Dollars ($58,800.00) or one-half of the cost of the Living Shoreline Demonstration Project. The Contractor's share of the Living Shoreline Demonstration Project cost shall be a minimum of fifty percent(50%) to be paid by the Contractor, at its election, in either monetary funds or through the procurement and providing of equal valued labor, materials, and travel costs. The Contractor is also responsible for any costs which are not reimbursed or reimbursable under this Contract. Additional funding, necessary to complete the project shall be provided as determined by the Contractor. b. County Funding Pursuant to the terms of Suffolk County Resolution Number 774-201-6 (Attachment B), the County shall reimburse the Contractor for up to one half the cost of the project, with the reimbursement not to exceed Fifty Eight Thousand Eight Hundred Dollars ($58,800.00). The County funding shall match the Contractor's expenditures dollar for dollar, subject to the aforesaid cap. The County shall not be responsible for any costs which exceed the Total Cost of the Contract on the first page of the Contract. C. Submission of Vouchers The Town shall submit Suffolk County Payment Vouchers for its expenses either by phases or after the completion of the Living Shoreline Demonstration Project. The Suffolk County Payment Page 11 of 22 .r Rev. 9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project Vouchers shall document the-expenses to be reimbursed by the County as well as the expenses incurred by the Contractor as part of its match. d. Project Budget Contractor Expenditure County Grant Match Total Costs Task 1 October—December 2017 Labor $3,000.00 $2,554.50 $5,554.50 Supplies $0.00 $1,000.00 $1,000.00 Travel $200.00 $6.00 $200.00 Task 1 Sub-Total $3,200.00 $3,554.50 $6,754.50 Task 2 Januar —February 2018 Labor $15,000.00 $13,566.00 $28,566.00 Supplies $2,250.00 $1,200.00 $3,450.00 Travel $600.00 $1,200.00 $1,800.00 Task 2 Sub-Total $17,850.00 $15,966.00 $33,816.00 Task 3 March—July 2018 Labor $17,500.00 $18,207.50 $35,707.50 Supplies $2,125.00 $3,250.00 $5,375.00 Travel $500.00 $1,200.00 $1,700.00 Task 3 Sub-Total $20,125.00 $22,657.50 $42,782.50 Task 4 July—September 2018 Labor $10,800.00 $9,513.60 $20,313.60 Supplies $1,525.00 $1,000.00 $2,525.00 Travel $500.00 $600.00 $1,100.00 Task 4 Sub-Total $12,825.00 $11,113.60 $23,938.60 Task 5 October—December 2018 Labor $4,500.00 $5,022.00 $9,522.00 Supplies $0.00 $500.00 $500.00 Travel $300.00 $0.00 $300.00 Task 5 Sub-Total $4,800.00 $5,522.00 $10,322.00 Total Project Costs $58,800.00 $58,813.60 $117,613.60 Payment to the Contractor shall be made upon completion of each task. The Contractor shall submit a Suffolk County Payment Voucher along with documentation for the expenses to be paid for in the"County Grant" column as well the expenses listed in the"Contractor Match" column to show that the requirement for Contractor matching funds has been met.The Contractor must document completion of the entire Project as described in Article I prior to receiving final payment from the County. Page 12 of 22 Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project End of Text for Article II of Insurance as its lawful agent for service of Exhibit 1 County Terms and Conditions process;or 1. Elements of Interpretation d. The Contractor's failure to comply with As used throughout the Contract: any Federal,State or local law,rule,or regulation, and County policies or directives;or a. Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders e. The Contractor's bankruptcy or and words importing the singular number shall mean and insolvency;or include the plural number and vice versa. Words importing persons shall include firms, associations, partnerships f. The Contractor's failure to cooperate in (including limited partnerships),trusts,corporations and other an Audit,or legal entities, including public bodies, as well as natural persons,and shall include successors and assigns. g• The Contractor's falsification of records or reports, misuse of funds, or malfeasance or b. Capitalized terms used,but not otherwise defined nonfeasance in financial record keeping arising out herein, shall have the meanings assigned to them in the of, or in connection with, any contract with the Contract. County;or h. The Contractor's failure to submit, or 2. Meanings of Terms failure to timely submit,documentation to obtain Federal or State funds;or As used in the Contract: i. The inability of the County or the "Comptroller"means the Comptroller of the County of Suffolk. Contractor to obtain Federal or State funds due to any act or omission of the Contractor;or "Contract"means all terms and conditions herein forming all rights and obligations of the Contractor and the County. j. Any condition the County determines,in its sole discretion,that is dangerous. "Contractor" means the signatory person, partnership, corporation, association or other entity, its officers, officials, employees, agents, "Federal"means the United States government, its departments and servants, sub-contractors and any successor or assign of any one or agencies. more of the foregoing performing the Services. "Fund Source" means any direct or indirect sum payable to the "County"means the County of Suffolk,its departments,and agencies. Contractor by the County pursuant to any lawful obligation. "County Attorney" means the County Attorney of the County of "Legislature"means the Legislature of the County of Suffolk. Suffolk. "Services"means all that which the Contractor must do,and any part "Department"means the signatory department approving the Contract. thereof arising out of,or in connection with,the Contract as described in Article I"Description of Services." "Engineering Services" means the definition of the practice of engineering and the definition of practice of land surveying,as the case "State"means the State of New York. may be,under Section 7201 and Section 7203 of the State Education Law,respectively. "Suffolk County Payment Voucher"means the document authorized and required by the Comptroller for release of payment. "Event of Default"means "Term"means the time period set forth on page one of the Contract a. the Contractor's failure to perform any and,if exercised by the County,the option period. duty required of it under paragraphs 4 through 7 of this Exhibit 1 of the Contract;or 3. Contractor Responsibilities b. the Contractor's failure to maintain the amount and types of insurance with an authorized - a. It shall be the duty of the Contractor to discharge, insurer as required by the Contract;or or cause to be discharged, all of its responsibilities, and to administer funds received in the interest of the County in C. the Contractor's failure to maintain accordance with the provisions of the Contract. insurance required by the Contract with an insurer b. The Contractor shall promptly take all action as that has designated the New York Superintendent may be necessary to render the Services. Page 13 of 22 Rev.9-14-2017 Law No.18-ED-105 Town of Southold Living Shoreline Demonstration Project any State credential, registration, certification, or license, C. The Contractor shall not take any action that is Drug Enforcement Agency registration, or Medicare or inconsistent with the provisions of the Contract. Medicaid certification is restricted,suspended,or temporarily or permanently revoked,it is the duty of the Contractor to d. Services provided under this Contract shall be open to all residents of the County. contact the Department,or division thereof,as the case may be, in writing, no later than three (3) days after such 4. Qualifications,Licenses,and Professional Standards restriction,suspension,or revocation. a. The Contractor represents and warrants that it has, b. The Contractor shall forward to the Department,or and shall continuously possess,during the Term,the required division thereof,as the case may be,on or before July 1 of licensing, education,knowledge, experience, and character each year during the Tenn,a complete list of the names and necessary to qualify it to render the Services. addresses of all persons providing the Services, as well as their respective areas of certification, credentialing, b. The Contractor shall continuously have during the registration,and licensing. Tenn all required authorizations,certificates,certifications, registrations,licenses,permits,and other approvals required 8, Engineering Certificate by Federal, State, County, or local authorities necessary to qualify it to render the Services. In the event that the Contract requires any Engineering Services,the Contractor shall submit to the County,no later 5. Notifications than the due date for submission for approval of any engineering work product, the Certificate of Authorization a. The Contractor shall immediately notify the ("Certificate"), issued pursuant to § 7210 of the New York County, in writing, of any disciplinary proceedings, Education Law,of every person performing any Engineering commenced or pending, with any authority relating to a Services. The failure to file, submit or maintain the license held by any person necessary to qualify him or the Certificate shall be grounds for rejection of any engineering Contractor to perform the Services. work product submitted for approval. b. In the event that a person is no longer licensed to 9. Termination perform the Services,the Contractor must immediately notify the County,but in no event shall such notification be later a. Thirty Days Termination than five(5)days after a license holder has lost the license required to qualify the license holder or the Contractor to The County shall have the right to terminate the perform the Services. Contract without cause, for any reason, at any time, upon such teens and conditions it deems appropriate, provided, C. In the event that the Contractor is not able to however,that no such termination shall be effective unless perform the Services due to a loss of license,the Contractor the Contractor is given at least thirty(30)days notice. shall not be reimbursed for the Services rendered after the effective date of termination of such license. Without b. Event of Default;Termination on Notice limiting the generality of the foregoing, if any part of the Contract remains to be performed,and the termination of the i.) The County may immediately terminate license does not affect the Contractor's ability to render the the Contract, for cause, upon such terms and Services,every other term and provision of the Contract shall conditions it deems appropriate, in the Event of be valid and enforceable to the fullest extent permitted by Default. law. ii.) If the Contractor defaults under any other 6. Documentation of Professional Standards provision of the Contract, the County may terminate the Contract, on not less than five (5) The Contractor shall maintain on file, in one location in days notice, upon such terns and conditions it Suffolk County, all records that demonstrate that it has deems appropriate complied with paragraphs 4 and 5 above. The address of the location of the aforesaid records and documents shall be C. Termination Notice provided to the County no later than the date of execution of the Contract. Such documentation shall be kept,maintained, Any notice providing for termination shall be and available for inspection by the County upon twenty-four, delivered as provided for in paragraph 33 of this (24)hours notice. Exhibit 1. 7. Credentialing d. Duties upon Termination a. In the event that the Department, or any division i.) The Contractor shall discontinue the thereof, maintains a credentialing process to qualify, the Services as directed in the termination notice Contractor to render the Services, the Contractor shall complete the required credentialing process In the event that Page 14 of 22 Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project ii.) Subject to any defenses available to it, the Term of the Contract,insurance in amounts and types as the County shall pay the Contractor for the follows. Services rendered through the date of termination. i.) Commercial General Liability iii.) The County shall be released from any insurance,including contractual liability coverage, and all liability under the Contract,effective as of in an amount not less than Two Million Dollars the date of the termination notice. ($2,000,000.00) per occurrence for bodily injury and Two Million Dollars ($2,000,000.00) per iv.) Upon termination, the Contractor shall occurrence for property damage. The County shall reimburse the County the balance of any funds be named an additional insured. advanced to the Contractor by the County no later than thirty (30) days after termination of the ii.) Automobile Liability insurance(if any Contract. The provisions of this subparagraph shall non-owned or owned vehicles are used by the survive the expiration or termination of the Contractor in the performance of the Contract)in Contract. an amount not less than Five Hundred Thousand Dollars($500,000.00)per person,per accident,for V.) Nothing contained in this paragraph shall bodily injury and not less than One Hundred be construed as a limitation on the County's rights Thousand Dollars ($100,000.00) for property set forth in paragraphs 5(c)and 15 of this Exhibit damage per occurrence. The County shall be 1 named an additional insured. iii.) Workers' Compensation and 10. Indemnification and Defense Employer's Liability insurance in compliance with all applicable New York State laws and a. The Contractor shall protect,indemnify,and hold regulations and Disability Benefits insurance, if harmless the County, its agents, servants, officials, and required by law. The Contractor shall furnish to employees from and against all liabilities,fines, penalties, the County,prior to its execution of the Contract, actions,damages,claims,demands,judgments,losses,suits the documentation required by the State of New or actions,costs,and expenses caused by the negligence or York Workers' Compensation Board of coverage any acts or omissions of the Contractor, including or exemption from coverage pursuant to§§57 and reimbursement of the cost of reasonable attorneys' fees 220 of the Workers' Compensation Law. In incurred by the County, its agents, servants, officials, and accordance with General Municipal Law§108,the employees in any action or proceeding arising out of or in Contract shall be void and of no effect unless the connection with the Contract. Contractor shall provide and maintain coverage during the Term for the benefit of such employees b. The Contractor hereby represents and warrants that as are required to be covered by the provisions of it will not infringe upon any copyright in performing the the Workers'Compensation Law. Services. The Contractor agrees that it shall protect, indemnify,and hold harmless the County,its agents,servants, iv.) Professional Liability insurance in an officials,and employees from and against all liabilities,fines, amount not less than Two Million Dollars penalties, actions, damages, claims, demands, judgments, ($2,000,000.00) on either a per-occurrence or losses,suits or actions,costs,and expenses arising out of any claims-made coverage basis. claim asserted for infringement of copyright, including reimbursement of the cost of reasonable attorneys' fees b. The County may mandate an increase in the incurred by the County, its agents, servants, officials, and liability limits set forth in the immediately preceding employees in any action or proceeding arising out of or in paragraphs(11)(a)(i),(ii),and(iv). connection with any claim asserted for infringement of copyright. C. All policies providing such coverage shall be issued by insurance companies authorized to do business in New C. The Contractor shall defend the County,its agents, York with an A.M.Best rating of A-or better. servants, officials, and employees in any proceeding or action, including appeals, arising out of, or in connection d. The Contractor shall furnish to the County,prior to with, the Contract, and any copyright infringement the execution of the Contract, declaration pages for each proceeding or action. Alternatively,at the County's option, policy of insurance and certificates, other than a policy for the County may defend any such proceeding or action and commercial general liability insurance,and upon demand,a require the Contractor to pay reasonable attorneys' fees or, true and certified original copy of each such policy salary costs of County employees of the Department of Law evidencing compliance with the aforesaid insurance for the defense of any such suit. requirements. 11. Insurance e. In the case of commercial general liability insurance, and business use automobile insurance, the a. The Contractor shall continuously maintain,during Contractor shall furnish to the County,prior to the execution Page 15 of 22 Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project of the Contract,a declaration page or insuring agreement and a. The Contractor shall not, on the grounds of race, endorsement page evidencing the County's status as an creed, color, national origin, sex, age, disability, sexual additional insured on said policy,and upon demand, a true orientation,military status,or marital status and certified original copy of such policy evidencing compliance with the aforesaid insurance requirements. L All evidence of insurance shall provide for the County to be notified in writing thirty(30)days prior to any i.) deny any individual the Services cancellation,nonrenewal,or material change in the policy to provided pursuant to the Contract,or ii.) provide the Services to an individual that which such evidence relates. It shall be the duty of the is different,or provided in a different manner,from Contractor to notify the County immediately of any cancellation,nonrenewal,or material change in any insurance policy. those provided to others pursuant to the Contract; g. In the event the Contractor shall fail to provide or evidence of insurance,the County may provide the insurance iii.) subject an individual to segregation or required in such manner as the County deems appropriate and separate treatment in any matter related to the deduct the cost thereof from a Fund Source. 12. Independent Contractor The Contractor is not, and shall never be, considered an individual's receipt of the Services provided employee of the County for any purpose. Notwithstanding pursuant to the Contract;or anything herein, the Contract shall not be construed as iv.) restrict an individual in any way from creating a principal-agent relationship between the County any advantage or privilege enjoyed by others and the Contractor or the Contractor and the County,as the receiving the Services provided pursuant to the case may be. Contract;or 13. Severability v.) treat an individual differently from others in determining whether or not the individual It is expressly agreed that if any term or provision of the satisfies any eligibility or other requirements or Contract, or the application thereof to any person or conditions which individuals must meet in order to circumstance, shall be held invalid or unenforceable to any receive the Services provided pursuant to the extent, the remainder of the Contract, or the application of Contract. such term or provision to persons or circumstances other than b. The Contractor shall not utilize criteria or methods those as to which it is held invalid or unenforceable,shall not of administration which have the effect of subjecting be affected thereby,and every other term and provision of the individuals to discrimination because of their race, creed, Contract shall be valid and shall be enforced to the fullest color,national origin,sex,age,disability,sexual orientation, extent permitted by law. military status, or marital status, or have the effect of substantially impairing the Contract with respect to 14. Merger;No Oral Changes individuals of a particular race,creed,color,national origin, sex, age, disability, sexual orientation, military status, or It is expressly agreed that the Contract represents the entire marital status,in determining agreement of the parties and that all previous understandings i.) the Services to be provided,or are herein merged in the Contract. No modification of the Contract shall be valid unless in written form and executed by ii.) the class of individuals to whom,or the both parties. situations in which,the Services will be provided; or 15. Set-Off Rights iii.) the class of individuals to be afforded an opportunity to receive the Services. 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 from a Fund 17. Nonsectarian Declaration Source an amount no greater than any moneys due and owing to the County for any reason. The County shall exercise its The Services performed under the Contract are secular in set-off rights subject to approval by the County Attorney. In nature. No funds received pursuant to the Contract shall be cases of set-off pursuant to a Comptroller's audit,the County used for sectarian purposes or to further the advancement of shall only exercise such right after the finalization thereof, any religion. The Services will be available to all eligible individuals regardless of religious belief or affiliation. and only after consultation with the County Attorney. 16. Non-Discrimination in Services 18. Governing Law Page 16 of 22 Y .• Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project The Contract shall be governed by and construed in b. Such Assignment shall be subject to all of the accordance with the laws of the State of New York,without provisions of the Contract and to any other condition the regard to conflict of laws. Venue shall be designated in the County requires. No approval of any Assignment shall be Supreme Court, Suffolk County, the United States District construed as enlarging any obligation of the County under the Court for the Eastern District of New York,or,if appropriate, terms and provisions of the Contract. No Assignment of the a court of inferior jurisdiction in Suffolk County. Contract or assumption by any person of any duty of the 19. No Waiver Contractor under the Contract shall provide for,or otherwise be construed as,releasing the Contractor from any term or It shall not be construed that any failure or forbearance of the provision of the Contract. County to enforce any provision of the Contract in any particular instance or instances is a waiver of that provision. 24. Changes to Contractor a. The Contractor may,from time to time, with the Such provision shall otherwise remain in full force and effect, County's consent,enter into a Permitted Transfer. For notwithstanding any such failure or forbearance. purposes of the Contract, a Permitted Transfer means: 20. Conflicts of Interest i.) if the Contractor is a partnership, the withdrawal or change,voluntary,involuntary or by The Contractor shall not,during the Term,pursue a course of conduct which would cause a reasonable person to believe operation of law, of the partners, or transfer of that he or she is likely to be engaged in acts that create a partnership interests (other than the purchase of substantial conflict between its obligations under the Contract partnership interests by existing partners, by the and its private interests. The Contractor is charged with the partnership itself or the immediate family members duty to disclose to the County the existence of any such by reason of gift,sale or devise),or the dissolution adverse interests, whether existing or potential. This duty of thepartnership without immediate reconstitution shall continue as long as the Term. The determination as to whether or when a conflict may potentially exist shall thereof,and ultimately be made by the County Attorney after full disclosure is obtained. ii.) if the Contractor is a closely held corporation(i e.whose stock is not publicly held and 21. Cooperation on Claims not traded through an exchange or over the counter), The Contractor and the County shall render diligently to each 1. the dissolution, merger, other, without compensation, any and all cooperation that consolidation or other reorganization of may be required to defend the other party,its employees and the Contractor, designated representatives against any claim, demand or action that may be brought against the other party, its 2. the sale or other transfer of employees or designated representatives arising out of,or in twenty percent (20%) or more of the connection with,the Contract. shares of the Contractor (other than to existing shareholders, the corporation 22. Confidentiality itself or the immediate family members of shareholders by rcason of gift,sale or Any document of the County,or any document created by the devise). Contractor and used in rendering the Services,shall remain the property of the County and shall be kept confidential in b. If the Contractor is snot-for-profit corporation,a accordance with applicable laws,rules,and regulations. change of twenty percent (20%) or more of its shares or members shall be deemed a Permitted Transfer. 23. Assignment and Subcontracting C. The Contractor shall notify the County in writing, a. The Contractor shall not delegate its duties under which notice(the"Transfer Notice")shall include: the Contract,or assign,transfer,convey,subcontract,sublet, i.) the proposed effective date of the or otherwise dispose of the Contract,or any of its right,title Permitted Transfer, which shall not be less than or interest therein, or its power to execute the Contract, or thirty(30)days nor more than one hundred eighty assign all or any portion of the moneys that may be due or (180)days after the date of delivery of the Transfer become due hereunder, (collectively referred to in this Notice, paragraph 23 as"Assignment'),to any other person,entity or thing without the prior written consent of the County,and any a summary of the material terms of the attempt to do any of the foregoing without such consent shall proposed Permitted Transfer, be void ab initio. iii.) the name and address of the proposed Page 17 of 22 Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project transferee, contractor that is a municipal corporation or a government entity. iv.) such information reasonably required by the County, which will enable the County to 27. Publications determine the financial responsibility, character, and reputation of the proposed transferee,nature of Any book,article,report,or other publication related to the Services the proposed assignee/transferee's business and experience; provided pursuant to this Contract shall contain the following statement in clear and legible print:"This publication is fully or partially funded V.) all executed forms required pursuant to by the County of Suffolk." Exhibit 2 of the Contract, that are required to be submitted by the Contractor;and 28. Copyrights and Patents vi.) such other information as the County a. Copyrights may reasonably require Any and all materials generated by or on behalf of the d. The County agrees that any request for its consent Contractor while performing the Services(including,without limitation, to a Permitted Transfer shall be granted provided that the' designs,images,video,reports,analyses,manuals,films,tests,tutorials, transfer does not violate any provision of the Contract,and and any other work product of any kind)and all intellectual property the transferee has not been convicted of a criminal offense as described under Article II of Chapter 189 of the Suffolk rights relating thereto ("Work Product") are and shall be the sole property of the County. The Contractor hereby assigns to the County County Code. The County shall grant or deny its consent to its entire right,title and interest,if any,to all Work Product,and agrees any request of a Permitted Transfer within twenty(20)days to do all acts and execute all documents,and to use its best efforts to after delivery to the County of the Transfer Notice, in ensure that its employees, consultants, subcontractors, vendors and accordance with the provisions of Paragraph 33 of this agents do all acts and execute any documents, necessary to vest Exhibit 1 of the Contract. If the County shall not give ownership in the County of any and all Work Product. The Contractor written notice to the Contractor denying its consent to such may not secure copyright protection. The County reserves to itself,and Permitted Transfer(and setting forth the basis for such denial the Contractor hereby gives to the County,and to any other person in reasonable detail)within such 20-day period,then the designated by the County, consent to produce, reproduce, publish, County shall be deemed to have granted its consent to such translate,display or otherwise use the Work Product. This paragraph Permitted Transfer. shall survive any completion,expiration or termination of this Contract. e. Notwithstanding the County's consent, The County shall be deemed to be the author of all the Work i.) the terms and conditions of the Contract Product. The Contractor acknowledges that all Work Product shall shall in no way be deemed to have been waived or constitute"work made for hire"under the U.S.copyright laws. To the modified,and extent that any Work Product does not constitute a"work made for hire,"the Contractor hereby assigns to the County all right,title and ii.) such consent shall not be deemed consent interest,including the right,title and interest to reproduce,edit,adapt, to any further transfers. modify or otherwise use the Work Product, that the Contractor may have or may hereafter acquire in the Work Product, including all 25. No Intended Third Party Beneficiaries intellectual property rights therein, in any manner or medium throughout the world in perpetuity without compensation. This The Contract is entered into solely for the benefit of the includes,but is not limited to,the right to reproduce and distribute the County and the Contractor. No third party shall be deemed a Work Product in electronic or optical media,or in CD-ROM,on-line or beneficiary of the Contract and no third party shall have the similar format. right to make any claim or assert any right under the Contract. b. Patents 26. Certification as to Relationships If the Contractor develops, invents, designs or creates any idea, concept, code, processes or other work or materials during the The Contractor certifies under penalties of perjury that,other Term, or as a result of any Services performed under the Contract than through the funds provided in the Contract and other ("patent eligible subject matter"), it shall be the sole property of the valid agreements with the County,there is no known spouse, County. The Contractor hereby assigns to the County its entire right, life partner, business, commercial, economic, or financial title and interest,if any,to all patent eligible subject matter,and agrees relationship with the County or its elected officials: The to do all acts and execute all documents,and to use its best efforts to Contractor also certifies that there is no relationship within ensure that its employees, consultants, subcontractors, vendors and the third degree of consanguinity, between the Contractor, agents do all acts and execute any documents, necessary to vest any of its partners, members, directors, or shareholders ownership in the County of any and all patent eligible subject matter. owning five percent(5%)or more of the Contractor,and the The Contractor may not apply for or secure for itself patent protection. County. The foregoing certification shall not apply to a The County reserves to itself, and the Contractor hereby gives to the Page 18 of 22 Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project County,and to any other person designated by the County,consent to produce or otherwise use any item so discovered and/or the right to Highway,P.O.Box 6100,(Sixth Floor),Hauppauge,New York,11788- secure a patent for the discovery or invention. This paragraph shall 0099. survive any completion,expiration or termination of this Contract. End of Text for Exhibit 1 29. Arrears to County The Contractor 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. 30. Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future Construction In the event that the Contract is subject to the Lawful Hiring of Employees Law of the County of Suffolk,Suffolk County Code Article II of Chapter 353,as more fully set forth in Exhibit 2 entitled"Suffolk County Legislative Requirements," the Contractor 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 sheets/register/log books to indicate their presence on the construction site during such working hours. 31. Record Retention The Contractor shall retain all accounts, books, records, and other documents relevant to the Contract for seven (7) years after final payment is made 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 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. Without limiting the generality of the foregoing, records directly related to contract expenditures shall be kept for a period of ten (10)years because the statute of limitations for the New York False Claims Act(New York False Claims Act§ 192)is ten(10)years. 32. Certification Regarding Lobbying Together with this Contract and as a condition precedent to its execution by the County, the Contractor shall have executed and delivered to the County the Certification Regarding Lobbying (if payment under this Contract may exceed $100,000) as required by Federal regulations, and shall promptly advise the County of any material change in any of the information reported on such Certification, and shall otherwise comply with, and shall assist the County in complying with, said regulations as now in effect or as amended during the term of this Contract. 33. 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: 1.)to the Contractor at the address on page I of the Contract 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 written notice to the addressor. All notices received by the Contractor relating to a legal claim shall be immediately sent to the Department and also to the County Attorney at 100 Veterans Memorial Page 19 of 22 Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project Exhibit 2 3. Use of County Resources to Interfere with Collective Suffolk County Legislative Requirements Bargaining Activities It shall be the duty of the Contractor to read,become familiar NOTE: THE CONTRACTOR'S COMPLETED LEGISLATIVE with, and comply with the requirements of Article I of REQUIRED FORMS REFERENCED HEREIN ARE Chapter 803 of the Suffolk County Code. AVAILABLE ON FILE AT THE DEPARTMENT NAMED ON THE SIGNATURE PAGE OF THIS CONTRACT. County Contractors (as defined by section 803-2) shall comply with all requirements of Chapter 803 of the Suffolk 1. Contractor'sNendor's Public Disclosure Statement County Code,including the following prohibitions: It shall be the duty of the Contractor to read,become familiar a. The Contractor shall not use County funds to assist, with,and comply with the requirements of section A5-8 of promote,or deter union organizing. Article V of the Suffolk County Code b. No County funds shall be used to reimburse the Unless certified by an officer of the Contractor as being Contractor for any costs incurred to assist, exempt from the requirements of section A5-8 of Article V of promote,or deter union organizing. the Suffolk County Code, the Contractor represents and warrants that it has filed with the Comptroller the verified C. No employer shall use County property to hold a public disclosure statement required by Suffolk County meeting with employees or supervisors if the Administrative Code Article V,Section A5-8 and shall file an purpose of such meeting is to assist,promote, or update of such statement with the Comptroller on or before deter union organizing. the 31st day of January in each year of the Contract's duration The Contractor acknowledges that such filing is a If the Services are performed on County property, the material,contractual and statutory duty and that the failure to Contractor must adopt a reasonable access agreement, a file such statement shall constitute a material breach of the neutrality agreement, fair communication agreement, non- Contract, for which the County shall be entitled, upon a intimidation agreement, and a majority authorization card determination that such breach has occurred,to damages,in agreement. addition to all other legal remedies,of fifteen percent(15%) of the amount of the Contract. If the Services are for the provision of human services and are not to be performed on County property,the Contractor must Required Form: adopt,at the least,a neutrality agreement. Suffolk County Form SCEX 22; entitled "Contractor'sNendor's Public Disclosure Statement" Under the provisions of Chapter 803,the County shall have the authority,under appropriate circumstances,to terminate 2. Living Wage Law the Contract and to seek other remedies as set forth therein, for violations of this 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. Required Form: Suffolk County Labor Law Form DOL-LOI, entitled This Contract is subject to the Living Wage Law of the "Suffolk County Department of Labor—Labor Mediation County of Suffolk. The law requires that, unless specific Unit Union Organizing Certification/Declaration-Subject to exemptions apply,all employers(as defined)under service Audit_" contracts and recipients of County financial assistance,(as defined) shall provide payment of a minimum wage to 4. Lawful Hiring of Employees Law employees as set forth in the Living Wage Law. Such rate shall be adjusted annually pursuant to the terms of the Suffolk It shall be the duty of the Contractor to read,become familiar County Living Wage Law of the County of Suffolk.Under with, and comply with the requirements of Article II of the provisions of the Living Wage Law, the County shall Chapter 353 of the Suffolk County Code. have the authority, under appropriate circumstances, to terminate the Contract and to seek other remedies as set forth This Contract is subject to the Lawful Hiring of Employees therein,for violations of this Law. Law of the County of Suffolk. It provides that all covered employers,(as defined),and the owners thereof,as the case Required Forms: may be,that are recipients of compensation from the County through any grant, loan, subsidy, funding, appropriation, Suffolk County Living Wage Form LW-1;entitled"Suffolk payment, tax incentive, contract, subcontract, license County Department of Labor—Living Wage Unit Notice of agreement,lease or other financial compensation agreement Application for County Compensation(Contract)." issued by the County or an awarding agency, where such compensation is one hundred percent(100%)funded by the Suffolk County Living Wage Form LW-38;entitled"Suffolk County, shall submit a completed sworn affidavit (under County Department of Labor— Living Wage Unit Living - penalty of perjury),the form of which is attached,certifying Wage Certification/Declaration—Subject To Audit." that they have complied,in good faith,with the requirements of Title 8 of the United States Code Section 1324a with Page 20 of 22 Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project respect to the hiring of covered employees(as defined)and Suffolk County Lawful Hiring of Employees Law Form LHE- with respect to the alien and nationality status of the owners thereof. The affidavit shall be executed by an authorized 2,entitled"Affidavit Of Compliance With The Requirements representative of the covered employer or owner,as the case Of 8 U.S.C. Section 1324a With Respect To Lawful Hiring may be,shall be part of any executed contract,subcontract, Of Employees" license agreement, lease or other financial compensation agreement with the County; and shall be made available to 5. Gratuities the public upon request. It shall be the duty of the Contractor to read,become familiar All contractors and subcontractors (as defined) of covered with,and comply with the requirements of Chapter 664 of the employers,and the owners thereof,as the case may be,that Suffolk County Code. are assigned to perform work in connection with a County contract, subcontract, license agreement, lease or other The Contractor represents and warrants that it has not offered financial compensation agreement issued by the County or or given any gratuity to any official,employee or agent of the awarding agency,where such compensation is one hundred County or the State or of any political party,with the purpose percent (100%) funded by the County, shall submit to the or intent of securing an agreement or securing favorable covered employer a completed sworn affidavit(under penalty treatment with respect to the awarding or amending of an of perjury),the form of which is attached,certifying that they agreement or the making of any determinations with respect have complied,in good faith,with the requirements of Title 8 to the performance of an agreement. of the United States Code Section 1324a with respect to the hiring of covered employees and with respect to the alien and 6. Prohibition Against Contracting with nationality status of the owners thereof,as the case may be. Corporations that Reincorporate Overseas The affidavit shall be executed by an authorized representative of the contractor,subcontractor,or owner,as It shall be the duty of the Contractor to read,become familiar the case may be; shall be part of any executed contract, with, and comply with the requirements of sections A4-13 subcontract, license agreement, lease or other financial and A4-14 of Article IV of the Suffolk County Code. compensation agreement between the covered employer and the County;and shall be made available to the public upon The Contractor represents that it is in compliance with request. sections A4-13 and A4-14 of Article IV of the Suffolk County Code. Such law provides that no contract for An updated affidavit shall be submitted by each such consulting services or goods and services shall be awarded by employer,owner,contractor and subcontractor no later than the County to a business previously incorporated within the January 1 of each year for the duration of any contract and U.S.A.that has reincorporated outside the U.S.A. upon the renewal or amendment of the Contract, and whenever a new contractor or subcontractor is hired under the 7. Child Sexual Abuse Reporting Policy terms of the Contract. It shall be the duty of the Contractor to read,become familiar The Contractor acknowledges that such filings are a material, with, and comply with the requirements of Article II of contractual and statutory duty and that the failure to file any Chapter 880 of the Suffolk County Code. such statement shall constitute a material breach of the Contract. The Contractor shall comply with Article II of Chapter 880, of the Suffolk County Code, entitled"Child Sexual Abuse Under the provisions of the Lawful Hiring of Employees Reporting Policy,"as now in effect or amended hereafter or Law, the County shall have the authority to terminate the of any other Suffolk County Local Law that may become Contract for violations of this Law and to seek other remedies applicable during the term of the Contract with regard to available under the law. child sexual abuse reporting policy. The documentation mandated to be kept by this law shall at 8. Non Responsible Bidder all times be kept on site. Employee sign-in sheets and register/log books shall be kept on site at all times during It shall be the duty of the Contractor to read,become familiar working hours and all covered employees,as defined in the with, and comply with the requirements of Article II of law,shall be required to sign such sign-in sheets/register/log Chapter 189 of the Suffolk County Code. books to indicate their presence on the site during such working hours. Upon signing the Contract,the Contractor certifies that it has not been convicted of a criminal offense within the last ten Required Forms: (10)years. The term "conviction" shall mean a finding of guilty after a trial or a plea of guilty to an offense covered Suffolk County Lawful Hiring of Employees Law Form under section 189-5 of the Suffolk County Code under LHE-1; entitled"Suffolk County Department of Labor — "Nonresponsible Bidder" Notice Of Application To Certify Compliance With Federal Law (8 U.S.C. Section 1324a) With Respect To Lawful 9. Use of Funds in Prosecution of Civil Actions Prohibited Hiring of Employees." It shall be the duty of the Contractor to read,become familiar Page 21 of 22 Rev.9-14-2017 Law No. 18-ED-105 Town of Southold Living Shoreline Demonstration Project with, and comply with the requirements of Article III of of Chapter 189 of the Suffolk County Code). Chapter 893 of the Suffolk County Code. The Contractor shall not use any of the moneys,in part or in All contract agencies having a contract in excess of$50,000 whole, and either directly or indirectly,received under the shall cooperate with the contract's administering department Contract in connection with the prosecution of any civil to identify the key performance measures related to the action against the County in any jurisdiction orany judicial objectives of the service the contract agency provides and or administrative forum. shall develop an annual performance reporting plan. The contract agency shall cooperate with the administering 10. Youth Sports department and the County Executive's Performance Management Team to establish working groups to identify It shall be the duty of the Contractor to read,become familiar appropriate performance indicators for monthly evaluation of with, and comply with Article III of Chapter 730 of the the contract agency's performance measures. Suffolk County Code. 14. Suffolk County Local Laws Website Address All contract agencies that conduct youth sports programs are required to develop and maintain a written plan or policy Suffolk County Local Laws,Rules and Regulations can be addressing incidents of possible or actual concussion or other accessed on the homepage of the Suffolk County Legislature. head injuries among sports program participants.Such plan or policy must be submitted prior to the award of a County End of Text for Exhibit 2 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 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 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. Safeguarding Personal Information of Minors It shall be the duty of the Contractor to read,become familiar with,and comply with the requirements of Suffolk County Local Law No. 20-2013, a Local Law to Safeguard the Personal Information of Minors in Suffolk County. All contract agencies that provide services to minors are required to protect the privacy of the minors and are strictly prohibited from selling or otherwise providing to any third party,in any manner whatsoever,the personal or identifying information of any minor participating in their programs. 13. Contract Agency Performance Measures and Reporting Requirements It shall be the duty of the Contractor to read,become familiar with,and comply with the requirements of Suffolk County Local Law No. 41-2013, a Local Law to Implement Performance Measurement to Increase Accountability and Enhance Service Delivery by Contract Agencies(Article VIII Page 22 of 22 ATTACHMENT A 0, 3 � RESOLUTION 2016-639 ?{ ADOPTED DOC ID: 12070 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.2016-639 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JUNE 28,2016: WHEREAS, the Town of Southold has been awarded a grant from the Suffolk County Water Quality Protection and Restoration Program and Land Stewardship Initiative ("WQPRP"), for the"Development of a Living Shoreline,Enhance Habitat Value, and Improve Water Quality"project near the Suffolk County Marine Environmental Learning Center in Southold; and WHEREAS,under the grant requirements,the Town of Southold is required to incur the total cost of the project in the amount of$117,600.00 and thereafter seek reimbursement under the grant award for expenditures in the amount of$58,800.00;thereby resulting in$58,800.00 net cost to the Town which will be funded by the Town and in kind services from Cornell Cooperative Extension; and WHEREAS,the Town Board,has reviewed the provisions of the New York State Environmental Quality Review Act(SEQRA) and has considered the potential impacts of the proposed action. NOW, THEREFORE, BE IT RESOLVED that the Town Board,being the Lead Agency under SEQRA,has determined that,pursuant to Section 617.5 (c) (20) and(27) of Title 6 of the NYCRR,the proposed action is deemed to be a Type II Action; and BE IT FURTHER RESOLVED that the Town Board agrees that it will fund its portion of the cost of the project; and BE IT FURTHER RESOLVED that by the Town Board of the Town of Southold that Supervisor of the Town of Southold is hereby authorized to enter into an Intermunicipal Agreement with the County of Suffolk to accept and administer the Suffolk County WQPRP grant for the "Development of a Living Shoreline,Enhance Habitat Value, and Improve Water Quality"project near the Suffolk County Marine Environmental Learning Center in Southold the terms and conditions of which shall be subject to review and approval by the Town Attorney's Office; and BE IT FURTHER RESOLVED that one (1) certified copy of this Resolution be prepared and sent to the Suffolk County Department of Economic Development and Planning to support the Town's award for the Suffolk County WQPRP funding assistance. Elizabeth A. Neville 5 Resolution 2016-639 Board Meeting of June 28, 2016 Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P.Evans, Justice SECONDER:Robert Ghosio, Councilman AYES: Dinizio Jr,Ruland,Doherty, Ghosio, Evans,Russell Updated: 6/24/2016 3:08 PM by Lynda Rudder Page 2 ATTACHMENT B Intra. Res. No 1703-2016 Laid on Table 7/26/2016 Introduced by Presiding Officer, on request of the County Executive RESOLUTION NO. 774 -2016, AMENDING THE ADOPTED 2016 OPERATING BUDGET TO TRANSFER FUNDS FROM FUND 477 WATER QUALITY PROTECTION, AMENDING THE i 2016 CAPITAL BUDGET AND PROGRAM, AND APPROPRIATING FUNDS IN CONNECTION WITH A LIVING SHORELINE DEMONSTRATION PROJECT WITHIN THE TOWN OF SOUTHOLD(CP 8710.417) WHEREAS, there are sufficient funds within the Reserved Fund Balance of Fund 477 for the purpose of Water Quality Protection; and WHEREAS, the Suffolk County Water Quality Protection and Restoration Program and Land Stewardship Initiative Review Committee, pursuant to Article X11 of the SUFFOLK COUNTY CHARTER has recommended funding a living shoreline demonstration project within the Town of Southold at its March 13, 2015 meeting 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 Economic Development and Planning will sponsor the living shoreline demonstration project within the Town of Southold, in accordance with Article XII of the SUFFOLK COUNTY CHARTER; and WHEREAS, the Town of Southold and other towns in Suffolk County have seen { a large increase in demand for property protection since hurricane Sandy; and i WHEREAS, shoreline hardening structures such as bulkheads are most commonly applied to mitigate erosion but often result in loss of habitat and ecosystem function. Sustainable alternatives such as living shorelines (a form of green infrastructure) are cost effective solutions to shoreline hardening that are also beneficial to the environment; and WHEREAS, this project, involving native plants, geotextiles, and shellfish, aims to provide a model to demonstrate how environmentally sustainable techniques can be applied to address shoreline protection, enhance habitat, and improve water quality throughout Suffolk County; and WHEREAS, the project is consistent with many of the Peconic Estuary Program Comprehensive Conservation and Management Plan's actions to reduce nitrogen, improve i water quality, and promote natural, sustainable alternatives to bulkheads; and WHEREAS, the Town of Southold has committed by Town Board Resolution No. i 2016-639, adopted at the June 28, 2016 Town Board Meeting, to accept the grant from Suffolk County and to enter into an Intermunicipal Agreement with Suffolk County for this project; and WHEREAS, the Town of Southold has also committed by Town Board Resolution No. 2016-639 to provide matching project funds to be no less than either$58,800 or one half the cost of the project,whichever is-less; and f i 1 Y WHEREAS, the project will be initiated within one year of the date of adoption of this Resolution; and j WHEREAS, the project will be completed within three years of the date of f G adoption of this Resolution; and F WHEREAS, fundingforthis project is requested through the Suffolk County Water Quality Protection and Restoration Program and Land Stewardship Initiative; and WHEREAS, Resolution No. 471-1994, as revised by Resolution No. 461-2006, has established a priority ranking system, implemented in the 2016 Adopted Capital Budget and Program, as the basis for funding capital projects such as this project; and WHEREAS, there are sufficient funds available in Fund 477 within the Reserved Fund Balance for Water Quality related projects to support the appropriation of this project within the 2016 Capital Budget and Program; now, therefore be it i 1st RESOLVED, that the Town of Southold, having conducted a coordinated review , and being the lead agency under the State Environmental Quality Review Act ("SEQRA"), Environmental Conservation Law Article 8, found as documented by Town Board Resolution No. 2016-639, that this proposed action constitutes a Type II Action, pursuant to 6 NYCRR §617.5(C) (20) and (27), therefore the SEQRA review is complete and no further action needs to be taken by Suffolk County; and be it further 2nd RESOLVED, that it is hereby determined that this project, with a priority ranking of fifty-five (55) 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 the County's share for this project; and be it further 4th RESOLVED, that the Adopted 2016 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: Agency Fund Organization Object Description Amount IFT 477 E525 9600 Transfer to $58,800 II 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: Agen Fund Rev Source Organization Description Amount IFT 525 R477 E525 Transfer from $58,800 (Ref. 525-CAP-IFTR-R477) Water Quality Protection 2 . i 1 and be it further 6th RESOLVED, that the 2016 Capital Budget and Program be and they are hereby amended as follows: Project No.: 8710.417 ' Project Title: Living Shoreline Demonstration Project Current Revised 2016 2016 Total Capital Capital Est'd Budget& Budget& Cost Pro ram Program 4. Site Improvement $58,800 $0 $58,800W TOTAL $58,800 $0 $58,800 and be it further 7th RESOLVED, that these Water Quality proceeds in the amount of$58,800 be and hereby is appropriated as follows: Pro'ect Number Project Title Amount 525-CAP-8710.417 Living Shoreline Demonstration Project $58,800 and be it further 8th RESOLVED, that the County Comptroller is hereby authorized and directed to accept these interfund revenues and effectuate these interfund transfers, including the associated cash transfers to finance this capital project; and be it further 9th RESOLVED, that the County Executive is hereby authorized to enter into an Intermunicipal Agreement with the Town of Southold under section 119-0 of the NEW YORK GENERAL MUNICIPAL LAW which shall include but not limited to, a provision authorizing the town of Southold to implement a living shoreline demonstration project near the Suffolk County I Marine Environmental Learning Center in Southold. f DATED: September 7, 2016 APPROVED BY: /s/Steven Bellone l County Executive of Suffolk County Date: September 9, 2016 i f 3