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
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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
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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
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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
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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
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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
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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
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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
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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.
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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
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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
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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.
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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.
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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
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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
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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
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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
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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
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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
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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
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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
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