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HomeMy WebLinkAboutCornell Coop DNA Bacterial Source Tracking � ggFFOL, RESOLUTION 2018-341 ADOPTED DOC ID: 14005 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2018-341 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON APRIL 10,2018: RESOLVED that the Town Board of the Town of Southold hereby authorizes Supervisor Scott A Russell to execute the 2018-2019 Memorandum of Agreement between the Town of Southold Shellfish Advisory Committee and Cornell Cooperative Extension of Suffolk County,in connection with DNA,Bacterial Source Tracking, testing of samples, at a cost not to exceed$24,000.00 for 30 samples for 2018-2019, pursuant to the Town's MS4 and Shellfish Lands Sanitation Efforts, subject to the approval of the Town Attorney. a Elizabeth A.Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER:Robert Ghosio, Councilman AYES: Dinizio Jr,Ruland, Doherty, Ghosio,Evans, Russell AGREEMENT THIS AGREEMENT, entered into this-day of April, 2018, by and between the Town of Southold,New York ("the Town"), a municipal corporation organized and existing under the laws of the State of New York with offices at 53095 Main Road, Southold, New York, and the Cornell Cooperative Extension (the "Contractor"), with an address of 423 Griffing Avenue, Riverhead, NY 11901; WITNESSETH, that the Town and the Contractor, for the consideration hereinafter named, agree as follows: ARTICLE 1. WORK TO BE DONE AND CONSIDERATION THEREFOR The Contractor shall receive funding from the Town to engage in DNA, Bacterial Source Tracking, and Sample Testing at various sites in the Town of Southold located at Silvermear Road, Greenport, East Creek, Cutchogue, Narrow River, Orient, and Orient Harbor/Oyster Ponds Creek, Oreint in furtherance of the Town's MS4 and Shellfish Lands Sanitation Efforts as set forth in and attached hereto as Appendix A and made a part hereof. The Contractor will furnish all labor, materials, supplies, equipment and other similar items necessary or proper for, or incidental to, the work contemplated by this Contract-and in strict accordance with such changes as are ordered and approved pursuant to this Contract. ARTICLE 2. TIME OF COMPLETION The services to be rendered under this Contract shall consist of fifteen samples being taken and tested in 2018 and an additional fifteen to be taken and tested in 2019. ARTICLE 3. ACCEPTANCE AND FINAL PAYMENT The total authorized funding is $24,000. The Town shall pay the Contractor upon the submission of a voucher at the completion of each stage of work. The Voucher will certify the work performs in furtherance of the project and detail costs. Such voucher shall be due and payable within 45 days after receipt of such voucher, but such sum shall not be due and payable by the Town until the Town Board of the Town has received such a voucher and has audited and approved for payment the voucher to be submitted by Contractor in connection therewith. The Town Board shall process any voucher received from Contractor as expeditiously as possible. In the event that the Town disputes or objects to any portion of any voucher submitted by Contractor pursuant to this paragraph, the Town shall, within 30 days of the receipt of such voucher, notify Contractor in writing of such dispute or objection. Contractor acknowledges that Contractor is familiar with the requirements of section 118 of the Town Law which, in effect, prohibit payment of any of Contractor's claims against the Town unless an itemized voucher therefore shall have been presented to the Town Board or Town Comptroller and shall have been audited and allowed by the Town Board or Town Comptroller. 1 r r The acceptance by the Contractor of the final payment shall be, and shall operate as a release to the Town from all claims and all liabilities to the Contractor for all the things done or furnished in connection with this work and for every act and neglect of the Town and others relating to or arising out of, this Contract, except Contractor's claims for interest upon the final payment, if this payment be improperly delayed. No payment, however final or otherwise, shall operate to release the Contractor or its sureties from any obligations under this Contract. ARTICLE 4. CONTRACTOR'S OBLIGATIONS (a) The Town is not contracting with any party to complete the contemplated work. The Contractor shall be responsible for the full and correct performance of the Work required for funding eligibility by this Contract within the time specified herein, including work of the Contractor's Subcontractors, and any errors therein shall be corrected at the Contractor's own cost and expense. In addition, the Contractor shall indemnify the Town for any claims, costs or expenses attributable to errors in performance by the Contractor or the Contractor's Subcontractors. (b) The Contractor agrees that the Contractor shall protect and shall be solely responsible for all labor and material provided for under this contract, whether or not the same may be erected in place, and for all its plans,tools, equipment, materials, tools of the Contractor's employees and agents, etc. for all adjoining private and public property, and all existing Work on the Project Site or parties thereon, which may be damaged by the Contractor's Work. In no event shall the Town be liable to the Contractor or any third party for loss of, pilferage, or damage to any of the same, and the Contractor shall indemnify the Town from the same. (c) Contractor shall be responsible for securing all permits required to perform the Work and/or required by the applicable laws, regulations, ordinances, etc., and maintain the validity of all such permits throughout the contract duration. (d) Contractor will supply monthly activity reports to the Town to keep necessary parties updated on efforts. ARTICLE 5. CONTRACTOR'S INSURANCE The Contractor shall not commence work under this Contract until it has obtained all insurance required under this paragraph and verified that its subcontractors have the same. (a) Compensation Insurance: The Contractor shall take out and maintain during the life of this Contract Workers' Compensation Insurance for its employees to be assigned to the work hereunder. (b) Insurance: The Contractor shall take out and maintain during the life of this Contract such general liability, property damage, and commercial auto liability insurance as shall protect it from claims for damages for personal injury, including accidental death, as well as from claims for property damage which may arise from operations under this Contract. The amounts of such insurance shall be as follows: 2 General liability insurance in an amount not less than $1,000,000 for injuries, including wrongful death to any one person and subject to the same limit for each person, in an amount not less than $2,000,000 on account of any one occurrence. Property damage insurance in an amount not less than $300,000 for damage on account of all occurrences. Commercial auto liability insurance in an amount not less than $500,000 for damage on account of all occurrences. ARTICLE 6. REPRESENTATIONS OF CONTRACTOR The Contractor represents and warrants: (a) That it is financially solvent and that it is experienced in and competent to perform the type of work or to furnish mechanical maintenance dredging to be furnished by it; and (b) That it is familiar with all federal, state, municipal and department laws, ordinances and regulations which may in any way affect the work or those employed therein. ARTICLE 7. PERMITS AND REGULATIONS The Contractor shall apply for, and comply with all permits issued to the Town in connection with the services furnished under this Agreement. ARTICLE 8. TOWN'S RIGHT TO STOP WORK OR TERMINATE CONTRACT The Town shall have the right to terminate the Contract if: (a) The Contractor is adjudged bankrupt or makes an assignment for the benefit of creditors; or (b) A receiver or liquidator is appointed for the Contractor or for any of its property and is not dismissed within 20 days after such appointment or the proceedings in connection therewith are not stayed on appeal within the said 20 days; or (c) The Contractor refuses or fails to prosecute the work or any part thereof with due diligence; or (d) The Contractor fails to make prompt payment to persons supplying labor for the work; or (e) The Contractor fails or refuses to comply with all applicable laws or ordinances; or (D The Contractor is guilty of a substantial violation of any provision of this Contract; (g) The Town's execution and participation in this contract is found to be in violation of an existing collective bargaining agreement. 3 (h) In any event, the Town, without prejudice to any other rights or remedy it may have, may, with our without cause, by seven (7) days' notice to the Contractor, terminate the employment of the Contractor and its right to proceed as to the work. In such case, the Contractor shall not be entitled to receive any further payment beyond what owed in quantum meruit. ARTICLE 9. DAMAGES It is hereby mutually covenanted and agreed that the relation of the Contractor to the work to be performed by it under this Contract shall be that of an independent contractor. As an independent contractor, it will be responsible for all damage, loss or injury to persons or property that may arise in or be incurred during the conduct and progress of said work,whether or not the Contractor, its agents, or employees have been negligent. The Contractor shall hold and keep the Town free and discharged of and from any and all responsibility and liability of any sort or kind. The Contractor shall assume all responsibility for risks or casualties of every description, for loss or injury to persons or property arising out of the nature of the work, from the action of the elements, or from any unforeseen or unusual difficulty. The Contractor shall make good any damages that may occur in consequence of the work or any part of it. The Contractor shall assume all blame, loss and responsibility of any nature by reason of neglect or violation of any federal, state, county or local laws, regulations or ordinances. ARTICLE 10. INDEMNITY AND SAVE HARMLESS AGREEMENT The Contractor agrees to indemnify and save the Town, its officers, agents and employees harmless from any liability imposed upon the Town, its officers, agents and/or employees arising from the negligence, active or passive, of the Contractor and from and against any damages, claims, or expenses, including reasonable attorney's fees, arising out of Contractor's breach of the Agreement or from Contractor's acts or omissions outside the scope of the Agreement or arising out of claims or actions by third parties against Contractor by virtue of his performance of this Agreement. ARTICLE 11. NO ASSIGNMENT In accordance with the provisions of section 109 of the General Municipal Law, the Contractor is hereby prohibited from assigning, transferring, conveying, subletting or otherwise disposing of this Agreement, or of its right, title or interest in this Agreement, or its power to execute this Agreement, to any other person or corporation without the previous consent in writing of the Town. ARTICLE 12. REQUIRED PROVISIONS OF LAW Each and every provision of law and clause required by law to be inserted in this Contract shall be deemed to have been inserted herein. If any such provision is not inserted, through mistake or otherwise, then upon the application of either party, this Contract shall be physically amended forthwith to make such insertion. In particular,the Contractor shall, among other things, fully comply with: 4 (a) Labor Law section 220-e and Executive Law sections 291-299 and the Civil Rights Law relating to prohibition against discrimination and providing equal opportunity. (b) Affirmative action as required by the Labor Law. (c) Prevention of dust hazard required by Labor Law section 222-a. (d) Preference in employment of persons required by Labor Law section 222. (e) Eight-hour workday as required by Labor Law section 220(2). ARTICLE 13. PREVAILING WAGE RATES REQUIRED BY LAW The parties hereto, are aware of the provisions of section 220 of the Labor Law, hereby agree that thay shall comply with the State Law if applicable. ARTICLE 14. AUTHORITY FOR EXECUTION ON BEHALF OF THE TOWN The Supervisor has executed this Agreement pursuant to a Re olution adopted by the Town Board of the Town of Southold, at a meeting thereof held on a 8 . Scott A. Russell, Supervisor, whose signature appears hereafter, is duly authorized and empowered to execute this instrument and enter into such an Agreement on behalf of the Town. This instrument shall be executed in duplicate. At least one copy shall be permanently filed, after execution thereof, in the office of the Town Clerk, Elizabeth Neville. ARTICLE 15. NOTICES Any and all notices and payments required hereunder shall be addressed as follows, or to such other address as may hereafter be designated in writing by either party hereto: To Town: Elizabeth A.Neville,RMC, CMC Southold Town Clerk P.O.Box 1179 Southold,NY 11971-0959 To Contractor: Cornell Cooperative Extension 423 Griffing Avenue Riverhead,NY 11901 ARTICLE 16. WAIVER No waiver of any breach of any condition of the Agreement shall be binding unless in writing and signed by the party waiving said breach. No such waiver shall in any way affect any other term or condition of this Agreement or constitute a cause or excuse for a repetition of such or any other breach unless the waiver shall include the same. ARTICLE 17. MODIFICATION 5 This Agreement constitutes the complete understanding of the parties. No modification of any provisions thereof shall be valid unless in writing and signed by both parties. ARTICLE 18. APPLICABLE LAW This Agreement is governed by the laws of the State of New York. IN WITNESS WHEREOF, the Town of Southold has caused these presents to be signed by Scott A. Russell, its Supervisor, duly authorized to do so, and the Contractor has caused these presents to be signed by its President,the day and year first above written. Cornell Coo erative Extension By: Name:Vito A. Minei Title:Executive Director Town of South By: Scott A.Russ 1, Supervisor 6 STATE OF NEW YORK) ) ss.. COUNTY OF SUFFOLK) On this day of April in the year 2018 before me,the undersigned, personally appeared �A-b kl\-6 as Officer and/or Authorized Agent of the Cornell Cooperative Extension, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity and that by his signature on the instrument,the individual or the person upon whose behalf of which the individual ac ed, executed the instrument. I LIMA— Notary WA MEYRAN STATE OF NEW YORK) Notary Public,State of New fork No. 01 ME6246851 ) ss.: Qualified in Suffolk County COUNTY OF SUFFOLK) Commission Expires Aug 15,208 On this r] day of A-kil in the year 2018 before me,the undersigned, personally appeared SCOTT A. RUSSELL, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity and that by his signature on the instrument,the individual or the person upon whose behalf of which the individual acted, executed the instrument. Notary Public LAUREN M.STANDISH Notary Public,State of New York No.01 ST6164008 Qualified in Suffolk County Commission Expires April 9,2019 7 Exhibit A As part of the educational effort for New York State, Contractor will work with the Town of Southold to learn about the sources of bacteria pollution in stormwater runoff and determine the possible sources of Coliform bacterial degredation affecting shellfish harvest lands. This information can be used by the Town of Southold to help develop and implement the best management practices relative to those pollutant sources. Contractor agrees to run water quality samples through the DNA fecal coliform sourcing library.The samples will be collected and transported to the Contractor laboratory. A total of 3 samples will be cultured and preserved for a period of up to one year: Contractor will verify E. coli bacteria and run the DNA analysis upon written request from the Town of Southold for the purpose of identifying the source(s) of fecal coliforms. The Town of Southold reserves the right to determine how many of the samples (if any) will be run through the DNA library- The samples will be processed at the Suffolk County Marine Environmental Learning Center (SCMELC) located at 3690 Cedar Beach Road, Southold NY 11971. The Town of Southold will determine how many of the samples to run through the library (if any) in to complete the verification of E. coli bacteria and continue with DNA analysis, solely within the discretion of the Town. Town of Southold is not obligated to pay for testing of any samples until budgeting for same is allotted and authorization is given to the Contractor to perform testing. CD RECEIVED MAY - 9 2018 Southold Town Clerk Office of the Town Attorney Town of Southold Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone : 631-765-1939 Facsimile: 631-765-6639 MEMORANDUM To: Ms. Elizabeth A. Neville, Town Clerk From: Mary Silleck Secretary to the Town Attorney Date: May 8, 2018 Subject: Agreement between Town of Southold and Cornell Cooperative Extension DNA Bacterial Source tracking With respect to the above-referenced matter, I am enclosing the original Agreement together with the Resolution. If you have any questions regarding the enclosed, please do not hesitate to call me. Thank you. /ms Enclosures cc: Accounting RESOLUTION 2018-341 ADOPTED DOC ID: 14005 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2018-341 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON APRIL 10,2018: RESOLVED that the Town Board of the Town of Southold hereby authorizes Supervisor Scott A Russell to execute the 2018-2019 Memorandum of Agreement between the Town of Southold Shellfish Advisory Committee and Cornell Cooperative Extension of Suffolk County, in connection with DNA, Bacterial Source Tracking,testing of samples, at a cost not to exceed $24,000.00 for 30 samples for 2018-2019, pursuant to the Town's MS4 and Shellfish Lands Sanitation Efforts, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER:Robert Ghosio, Councilman AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell UNI Strengthening Families& Communities Cornell University Protecting & Enhancing the Environment Cooperative Extension Fostering Economic Development of Suffolk County Promoting Sustainable Agriculture RECEIVED AZ -AP APR 3 0 2018 April 23, 2018 Southold Town Clerk Elizabeth A. Neville, RMC, CIVIC Southold Town Clerk Town of Southold PO Box 1179 Southold, NY 1197120959 Re.: Water Sampling Agreement for Southold Town Dear Ms. Neville: Enclosed please find two signed contracts and insurance certificates for the above-mentioned project. Please forward one fully executed contract back to my attention. Should you require any further documentation, please feel free to contact me at 631-727-7850. Sincerely, Laura Reiser Grants Assistant 423 Griffing Avenue,Suite 100 - Riverhead,New York 11901-3071 * 631.727.7850 * www.ccesuffolk.org Cornell Cooperative Extension in Suffolk County provides equal program and employment Opportunities AGREEMENT THIS AGREEMENT, entered into this _ day of April, 2018, by and between the Town of Southold, New York ("the Town"), a municipal corporation organized and existing under the laws of the State of New York with offices at 53095 Main Road, Southold, New York, and the Cornell Cooperative Extension (the "Contractor"), with an address of 423 Griffing Avenue, Riverhead, NY 11901; WITNESSETH, that the Town and the Contractor, for the consideration hereinafter named, agree as follows: ARTICLE 1. WORK TO BE DONE AND CONSIDERATION THEREFOR The Contractor shall receive funding from the Town to engage in DNA, Bacterial Source Tracking, and Sample Testing at various sites in the Town of Southold located at Silvermear Road, Greenport, East Creek, Cutchogue, Narrow River, Orient, and Orient Harbor/Oyster Ponds Creek, Oreint in furtherance of the Town's MS4 and Shellfish Lands Sanitation Efforts as set forth in and attached hereto as Appendix A and made a part hereof. The Contractor will furnish all labor, materials, supplies, equipment and other similar items necessary or proper for, or incidental to, the work contemplated by this Contract-and in strict accordance with such changes as are ordered and approved pursuant to this Contract. ARTICLE 2. TIME OF COMPLETION The services to be rendered under this Contract shall consist of fifteen samples being taken and tested in 2018 and an additional fifteen to be taken and tested in 2019. ARTICLE 3. ACCEPTANCE AND FINAL PAYMENT The total authorized funding is $24,000. The Town shall pay the Contractor upon the submission of a voucher at the completion of each stage of work. The Voucher will certify the work performs in furtherance of the project and detail costs. Such voucher shall be due and payable within 45 days after receipt of such voucher, but such sum shall not be due and payable by the Town until the Town Board of the Town has received such a voucher and has audited and approved for payment the voucher to be submitted by Contractor in connection therewith. The Town Board shall process any voucher received from Contractor as expeditiously as possible. In the event that the Town disputes or objects to any portion of any voucher submitted by Contractor pursuant to this paragraph, the Town shall, within 30 days of the receipt of such voucher, notify Contractor in writing of such dispute or objection. Contractor acknowledges that Contractor is familiar with the requirements of section 118 of the Town Law which, in effect, prohibit payment of any of Contractor's claims against the Town unless an itemized voucher therefore shall have been presented to the Town Board or Town Comptroller and shall have been audited and allowed by the Town Board or Town Comptroller. 1 The acceptance by the Contractor of the final payment shall be, and shall operate as a release to the Town from all claims and all liabilities to the Contractor for all the things done or furnished in connection with this work and for every act and neglect of the Town and others relating to or arising out of, this Contract, except Contractor's claims for interest upon the final payment, if this payment be improperly delayed. No payment, however final or otherwise, shall operate to release the Contractor or its sureties from any obligations under this Contract. ARTICLE 4. CONTRACTOR'S OBLIGATIONS (a) The Town is not contracting with any party to complete the contemplated work. The Contractor shall be responsible for the full and correct performance of the Work required for funding eligibility by this Contract within the time specified herein, including work of the Contractor's Subcontractors, and any errors therein shall be corrected at the Contractor's own cost and expense. In addition, the Contractor shall indemnify the Town for any claims, costs or expenses attributable to errors in performance by the Contractor or the Contractor's Subcontractors. (b) The Contractor agrees that the Contractor shall protect and shall be solely responsible for all labor and material provided for under this contract, whether or not the same may be erected in place, and for all its plans,tools, equipment, materials, tools of the Contractor's employees and agents, etc. for all adjoining private and public property, and all existing Work on the Project Site or parties thereon, which may be damaged by the Contractor's Work. In no event shall the Town be liable to the Contractor or any third party for loss of, pilferage, or damage to any of the same, and the Contractor shall indemnify the Town from the same. (c) Contractor shall be responsible for securing all permits required to perform the Work and/or required by the applicable laws, regulations, ordinances, etc., and maintain the validity of all such permits throughout the contract duration. (d) Contractor will supply monthly activity reports to the Town to keep necessary parties updated on efforts. ARTICLE 5. CONTRACTOR'S INSURANCE The Contractor shall not commence work under this Contract until it has obtained all insurance required under this paragraph and verified that its subcontractors have the same. (a) Compensation Insurance: The Contractor shall take out and maintain during the life of this Contract Workers' Compensation Insurance for its employees to be assigned to the work hereunder. (b) Insurance: The Contractor shall take out and maintain during the life of this Contract such general liability, property damage, and commercial auto liability insurance as shall protect it from claims for damages for personal injury, including accidental death, as well as from claims for property damage which may arise from operations under this Contract. The amounts of such insurance shall be as follows: 2 General liability insurance in an amount not less than $1,000,000 for injuries, including wrongful death to any one person and subject to the same limit for each person, in an amount not less than $2,000,000 on account of any one occurrence. Property damage insurance in an amount not less than $300,000 for damage on account of all occurrences. Commercial auto liability insurance in an amount not less than $500,000 for damage on account of all occurrences. ARTICLE 6. REPRESENTATIONS OF CONTRACTOR The Contractor represents and warrants: (a) That it is financially solvent and that it is experienced in and competent to perform the type of work or to furnish mechanical maintenance dredging to be furnished by it; and (b) That it is familiar with all federal, state, municipal and department laws, ordinances and regulations which may in any way affect the work or those employed therein. ARTICLE 7. PERMITS AND REGULATIONS The Contractor shall apply for, and comply with all permits issued to the Town in connection with the services furnished under this Agreement. ARTICLE 8. TOWN'S RIGHT TO STOP WORK OR TERMINATE CONTRACT The Town shall have the right to terminate the Contract if: (a) The Contractor is adjudged bankrupt or makes an assignment for the benefit of creditors; or (b) A receiver or liquidator is appointed for the Contractor or for any of its property and is not dismissed within 20 days after such appointment or the proceedings in connection therewith are not stayed on appeal within the said 20 days; or (c) The Contractor refuses or fails to prosecute the work or any part thereof with due diligence; or (d) The Contractor fails to make prompt payment to persons supplying labor for the work; or (e) The Contractor fails or refuses to comply with all applicable laws or ordinances; or (f) The Contractor is guilty of a substantial violation of any provision of this Contract; (g) The Town's execution and participation in this contract is found to be in violation of an existing collective bargaining agreement. 3 (h) In any event, the Town, without prejudice to any other rights or remedy it may have, may, with our without cause, by seven (7) days' notice to the Contractor, terminate the employment.of the Contractor and its right to proceed as to the work. In such case, the Contractor shall not be entitled to receive any further payment beyond what owed in quantum meruit. ARTICLE 9. DAMAGES It is hereby mutually covenanted and agreed that the relation of the Contractor to the work to be performed by it under this Contract shall be that of an independent contractor. As an independent contractor, it will be responsible for all damage, loss or injury to persons or property that may arise'in or be incurred during the conduct and progress of said work, whether or not the Contractor, its agents, or employees have been negligent. The Contractor shall hold and keep the Town free and discharged of and from any and all responsibility and liability of any sort or kind. The Contractor shall assume all responsibility for risks or casualties of every description, for loss or injury to persons or property arising out of the nature of the work, from the action of the elements, or from any unforeseen or unusual difficulty.. The Contractor shall make good any damages that may occur in consequence of the work or any part of it. The Contractor shall assume all blame, loss and responsibility of any nature by reason of neglect or violation of any federal, state, county or local laws, regulations or ordinances. ARTICLE 10. INDEMNITY AND SAVE HARMLESS AGREEMENT The Contractor agrees to indemnify and save the Town, its officers, agents and employees harmless from any liability imposed upon the Town, its officers, agents and/or employees arising from the negligence, active or passive, of the Contractor and from and against any damages, claims, or expenses, including reasonable attorney's fees, arising out of Contractor's breach of the Agreement or from Contractor's acts or omissions outside the scope of the Agreement or arising out of claims or actions by third parties against Contractor by virtue of his performance of this Agreement. ARTICLE 11. NO ASSIGNMENT In accordance with the provisions of section 109 of the General Municipal Law, the Contractor is hereby prohibited from assigning, transferring, conveying, subletting or otherwise disposing of this Agreement, or of its right, title or interest in this Agreement, or its power to execute this Agreement, to any other person or corporation without the previous consent in writing of the Town. ARTICLE 12. REQUIRED PROVISIONS OF LAW Each and every provision of law and clause required by law to be inserted in this Contract shall' be deemed to have been inserted herein. If any such provision is not inserted, through mistake or otherwise, then upon the application of either party, this Contract shall be physically amended forthwith to make such insertion. In particular,the Contractor shall, among other things, fully comply with: 4 (a) Labor Law section 220-e and Executive Law sections 291-299 and the Civil Rights Law relating to prohibition against discrimination and providing equal opportunity. (b) Affirmative action as required by the Labor Law. (c) Prevention of dust hazard required by Labor Law section 222-a. (d) Preference in employment of persons required by Labor Law section 222. (e) Eight-hour workday as required by Labor Law section 220(2). ARTICLE 13. PREVAILING WAGE RATES REQUIRED BY LAW The parties hereto, are aware of the provisions of section 220 of the Labor Law, hereby agree that thay shall comply with the State Law if applicable. ARTICLE 14. AUTHORITY FOR EXECUTION ON BEHALF OF THE TOWN The Supervisor has executed this Agreement pursuant to a Resolution adopted by the Town Board of the Town of Southold, at a meeting thereof held on . Scott A. Russell, Supervisor, whose signature appears hereafter, is duly authorized and empowered to execute this instrument and enter into such an Agreement on behalf of the Town. This instrument shall be executed in duplicate. At least one copy shall be permanently filed, after execution thereof, in the office of the Town Clerk, Elizabeth Neville. ARTICLE 15. NOTICES Any and all notices and payments required hereunder shall be addressed as follows, or to such other address as may hereafter be designated in writing by either party hereto: To Town: Elizabeth A.Neville, RMC, CMC Southold Town Clerk P.O. Box 1179 Southold,NY 11971-0959 To Contractor: Cornell Cooperative Extension 423 Griffing Avenue Riverhead, NY 11901 ARTICLE 16.' WAIVER No waiver of any breach of any condition of the Agreement shall be binding unless in writing and signed by the party waiving said breach. No such waiver shall in any way affect any other term or condition of this Agreement or constitute a cause or excuse for a repetition of such or any other breach unless the waiver shall include the same. ARTICLE 17. MODIFICATION 5 This Agreement constitutes the complete understanding of the parties. No modification of any provisions thereof shall be valid unless in writing and signed by both parties. ARTICLE 18. APPLICABLE LAW This Agreement is governed by the laws of the State of New York. IN WITNESS WHEREOF, the Town of Southold has caused these presents to be signed by Scott A. Russell, its Supervisor, duly authorized to do so, and the Contractor has caused these presents to be signed by its President, the day and year first above written. Cornell Coo erative Extension Name:Vito A. Minei Title:Executive Director Town of Southold By: Scott A. Russell, Supervisor " 6 STATE OF NEW YORK ) ) ss.: COUNTY OF SUFFOLK) rd On this L3 day of April in the year 2018 before me,the undersigned, personally appeared NfA-o M tyq'� as Officer and/or Authorized Agent of the Cornell Cooperative Extension, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity and that by his signature on the instrument,the individual or the person upon whose behalf of which the individual acted, executed the instrument. Notary P lic DANA MEYRAN STATE OF NEW YORK ) Notary Public,State of New York ) ss.: No. 01 ME6246851 COUNTY OF SUFFOLK) Qualified in Suffolk County Commission Expires Aug 15,20 q On this—day of April in the year 2018 before me, the undersigned, personally appeared SCOTT A. RUSSELL, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity and that by his signature on the instrument, the individual or the person upon whose behalf of which the individual acted, executed the instrument. Notary Public 7 Exhibit A As part of the educational effort for New York State, Contractor will work with the Town of Southold to learn about the sources of bacteria pollution in stormwater runoff and determine the possible sources of Coliform bacterial degredation affecting shellfish harvest lands. This information can be used by the Town of Southold to help develop and implement the best management practices relative to those pollutant sources. Contractor agrees to run water quality samples through the DNA fecal coliform sourcing library. The samples will be collected and transported to the Contractor laboratory. A total of 3 samples will be cultured and preserved for a period of up to one year. Contractor will verify E. coli bacteria and run the DNA analysis upon written request from the Town of Southold for the purpose of identifying the source(s) of fecal coliforms. The Town of Southold reserves the right to determine how many of the samples (if any) will be run through the DNA library The samples will be processed at the Suffolk County Marine Environmental Learning Center (SCMELC) located at 3690 Cedar Beach Road, Southold NY 11971. The Town of Southold will determine how many of the samples to run through the library (if any) in to complete the verification of E. coli bacteria and continue with DNA analysis, solely within the discretion of the Town. Town of Southold is not obligated to pay for testing of any samples until budgeting for same is allotted and authorization is given to the Contractor to perform testing. r rr...•.. ..«:..,:.r,H.t+».ae-•W.�,.....,%...-.r,.-.-am.,.. - +-..w+..r+.. ...4.,..,^;r.;•,. .,...;.,,y.s�_f ...—..„-• _ .. ....c:...-�.<•.,..x.r....'.";.,.a.-7...:x.u:�i:-�»:=.....:?s:;.,...M.":3,,:.Ss=. .w.i... _ <.:-�',,.. 'r=,.�::"L'...-:»:L.d..::."u- _ I PHPK1655573 PWAD-HS NY(10111) 5/24/17-18 THIS ENDORSEMENT CHANGES THE POUCY PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies Insurance pravtded under the following: COMMERCIAL GENERAL UASUM COVERAGE The roflowfng Is a summary or the Limb of Insurance and additional coverage provided by this endorsement. For complete details on specific coverages,consult the poky contract wording. It Is our stated Intention that the various endorsements,coverage parts or poky Issued to you by us,or any carrtpany affiliated win us,do not gravida any duplication or avertap of coverage for the same claim or`sug' If Urts endorsement and any other coverage part or policy Issued to you by us,or any copy affiliated with us,apply to the same"rn,'suit:or medical expenses,we shag riot be table under this endorsement for a greater pioporgon of the total loss for that ctalm than this endorserneWs applicable Umh of Insurance bears to the total apple able Umfts of Insurance under all such endorsements, cowrdge parts or polis les. This condition does not apply to any excess or umbrella poky Issued by us specil cagy to apply as excess insurance over the underlying Commercial General LWAty policy. overa go Ap U t of Msuranu Pages Eiderded Property Damage Yrvuded 2 LWWW IterAW LmeAgreemerd FREMI&I UaWy $50,000lbm 2 Wataraall Law own 33 eat 2 anegs to PiapeCy Ywu Owr%ftil,or Omupy 530. amage to Preadm VenM to You $1.000.000 3 H1PAA tlaincelon A Medical 320.OW 5 MU—FaymenW—Fade 3 years Athletic Amended 8 Supplamenlary Prymerft—Bali sonth 55.1700 6 ani $I.-=per day 5 Key and Loch R&*cemeM—JwdwW Servkns Clent Coverage SIADW ftt e Additforial Insured—New1Iy Acquired me PoW medicid Miami-and AdriRiftmars 7 Additional 1 —Managers and Supervilms Wth Fellow, Included 7 FFJrt AddWa Rmw d— roadened gamed Additional iZ@—Funding Source 7 Additional Insured—Home Care Providers Included 7 Additional Insured—Managers,LaruMs,orLess=of se! Included 7 Isnerri Included 7 Page 1 of 11 Includes copyrighted material of Insurance Services Office,I=,whhh its pemnis dm ©2011 Phdladalphla Indemnity Insurance Company PI-GLD-HS NY(10111) Additional inured—Grantor of Pem9lS Inluded AdditlonW lAKn4J—Vendor Indudad 8 Ad bdonal insured—Franctfisor Included 9 Additional _ by Contract In 9 Additional Insured—Owrom Lessees,or Contractors Included 9 Additional a —SUM or Pak SubdMsions 9 Dudes In the Event or Sult tnduded t0 UrdnteMbnal Failure to Dlsdose Hazards included to Transfer of Pdghts o ry 011rers To Us Ctarilioetton to LwerdllYetlotr tnduded /1 ersonei and Admilsing I ---hdudas Abuse of Process, Inclufto11 Dlsu nafim A. Extended Property Damage SECTION I—COVERAGES.COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Subsection 2 Exclusions,Paragraph a.Is deleted In Its entirety and replaced by the (allowing: a. Expected or Intended Injury 'Bodily Injury'of property damage'expected or Intended from the 5tandpolni of the Insured. This exctusion does not apply to'bodily Injury or*property damage'resulting from the use of reasonable force to protect persons or property. B. Umlted Rental Lease Agreement Contractual Liability SECTION I—COVERAGES,COVERAGE A.BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Subsection 2 Exclusions,Paragraph b.Contractual Uabllity Is amended to Include the kA wing. (3) Based an the named Insureds request at the lime of clalm,we agree to Indemnify the named Insured for their IWAty assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client up to$50,000. This coverage extension only applies to rental lease agreements. This coverage Is excess over any renters liability Insurance of the client. C. Non-Owned Watercraft SECTION 1—COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Subsection 2 Exch.ndons,Paragraph g.(2)is deleted In its entirely and replaced by the fa wing: (2) A watercraft you do not own that Is: (a) Less than 58 feel long;and (b) Not being used to carry persons or property for a charge; Page 2 of 11 hldades copyrighted material of Insurance Ser*es Office,ire.,wtih Its permission. 0 2011 Phdadeiphla Indemnity insurance Company PI-GLD-HS NY(1 all 1) This provision appiles to any person,who with your consent either uses or Is responsible for the use of a watercraft. This lmmce Is excess Over any other valid and collectible Insurmne available to the Insured whether primary,excess or contingent, D. Damage to Property You Own,Rent or Occupy SECTION I—COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABLITY,Subsection Z Exclusions,Paragraph J.Damage to Property,Item(1)Is deleted In Its entirety and replaced with Do following, (1) property you VAR rent,or Occupy,including mW costs or expenses Incurred by you,or any other person,organization or entity,for repair,replacement enhancement, msbmft or maintenance of such property for any me=%Including prevention of Injury to a par=or damage to anothefs property,unless the damage 10 property Is caused by your client,up to a 530.000 Emit A client Is defined as a person under your direct cera and supervision. E. Damage to Pmmlzee Rented to You 1. If damage by fire to promises rented to you Is not otherwise excluded from this Coverage Part the word"fire'Is changed to'Am,lightning,explosion,smoke,or leakage from automatic fire protective systems`where It appears In: I a. The"paragraph of SECTION I—COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIMUTY,Subsection 2.Exclusions;Is deleted In its entirely and replaced by the fallowing: Exclusions c.through n.do not apply to damage by fire,lightning,eXPIDSIon,smoke,or leakage from automatic Am prolective systems to premilsas while rented to you or temporarily occupied by you with permission of the owner.A separate Ornh of Insurance applies to this coverage as described In SECTION III—LIMITS OF INSURANCE. Is. SECTION 111—LIMITS OF INSURANCE,Paragraph 6.Is deleted In Its entirely and replaced by the following: Subject to Paragraph S.above,the Damage To PmmIw3 Rented To You Uml Is the most we will pay under Coverage A for damages because of Jimperly damage"to any one premises,while rented to you,or In the case of damage by fire,lightning,explosion, smoke,or leakage from automatic fire protective systems while rented to you or temporarily occupled by you with permission of the owner. c, SECTION V—DEFINITIONS.I Paragraph 9.a.,Is deleted In Its entirely and replaced by ft folwwkq A contract for a lease of promises.However,1W portion of Me contract for a lease of premises that Indemnifies any person or organ&atlon kw damage by fire,11"Ing, explosion,smoke.or leakage from automatic fire protective systems to promises while rented to you or temporarily occupied by you with permission of the owner Is not an 'Insured conhel, Z SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS.Subsection 4.Other Unrunn ,Paragraph b.Excess Insurance,(1)(@)(11)Is deleted In Us entirely and replaced by the foWwhq. Page 3 of 11 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD•HS NY(10111) That is insurance for roe,lightning,explosion,smoke,or leakage from automatic Me protective systems for premises rented to you or temporarily occupied by you with permission of the owner, 3. The Damage To Premises Rented To You Limit section of the Dedaratkms is amended to the Wester of a. $1.000,000;or b. The amount shown In the Oeclarallons as the Damage to Premises Rented to You Limit. This Is the most we will pay for all damage proximately caused by the same event,whether such damage results from tire,lightning,explosion,smoke,or leaks from automatic fire prolective systems or any combination thereof. F. HIPAA SECTION I—COVERAGES,COVERAGES PERSONAL:AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1.Insuring Agreement Is amended to Include the rouowing: We will pay those sums that the Insured becomes legally obligated to pay as damages because of a'viotalton(s)'of the Health Insurance Portability and Accountability Act(HIPAA). We have the right and the duty to defend the Insured against any'sult,'`InvesIlgatlon;or'civil proceeding' see"time damages. However,we will have no duty to derend the Insured against any'sutl' seeking damages.*Investigallon;or•civil proceeding'to which this Insurance does not appy. 2. Paragraph 2.Exclusions Is amended to Include the following additional exclusions. This insurance does not apply to: a. Intentional,WHlfut,or Deliberate Violations Any WIWI.Intentional,or deliberate sAolatlon(s)'by any insured. b. Criminal Acts Any'vtotation'which results in any criminal penatHes under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V—DEFINITIONS 15 amended to include the following additional definillons: a. 'Cunt proceeding'means an action by The Department or Health and Human Services(HHS) arising out of*violations., Page 4 of 11 Includes copyrighted material of Insurance Services Office,Inc.,vAh its permfeslon. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS NY(10/11) b. •Investigation,means an examination of an actual or alleged'Wolation(sr by HHS. However, *investigation"does not Include a Compliance Review. c. 'Violation'means the actual or alleged ralum to comply with the regulations Incl utad In the HIPAA. G. Medal Payments—Limit Increased to$20,000,Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS Is not othetwiss excluded from this Covatage Part 1. The Medical Expense Urnit Is dumged subject to all of the terms of SECTION III-LIMITS OF INSURANCE to the,greater of; & $20,000;or b. The Medical Expense Lhft shown In the Declared=of this Coverage Part. 2. SECTION 1—COVERAGE,COVERAGE C MEDICAL PAYMENTS,Subsection 11-hmring Agreement,a.(3)(b)Is deleted In Its entirely and replaced by the following: (b) The expenses are Ineutred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I—COVERAGES.COVERAGE C MEDICAL PAYMENTS,Subsection 2.Exduslons. Paragraph e.Athletic Activities Is,deleted In Its entirely and replaced with the Wowing: 9. Athletic Activities To a person injured while taking part In alklafts. 1. Supplementary Payments SECTION I—COVERAGES,SUPPLEMENTARY PAYMENTS-COVERAGE A AND 8 are amended as follows. 1.b.Is deleted In Its entlift and replaced by the following: 1. b. Up to$5000 for cost of beg bonds required bemuse of accidents or traffic low violations arising out of the use of mW vehicle to which the Bodily Injury Llabft Coverage apples.We do not have to furnish them, i.d.Is deleted In Its entirely and replaced by the following: 1. d. AN reasonable expenses Incurred by the Insured at our request to assist us In the Irnwitigation or defense of the claim or*sulr,including actual loss of earnings up to$1.000 a day bemuse of time off from work. J. Key and Lack Replacement—Jankmial Services Client Coverage SECTION 1—COVERAGES,SUPPLEMENTARY PAYMENTS—COVERAGES A AND 8 Is amended to Include the following: Pages of 11 Includes copyrighted material of Insurance Services Offim,Inc.,with Its permission. 0 2011 Philadelphia indemnity Insurance Company PI-GLD-HS NY(10111) We will pay for the cost to replace keys end locks at the'cllenbr premises due to theft or other loss to keys entrusted to you by your'client.*up to a$10,000 limit per occurrence and$10,000 pommy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners,members,officers, employees%`managers%directors,trustees, authorized representatives or any one to whom you entrust the keys of a'dent'for any purpose commit,whether acting alone or in collusion with other persons. The following,when used on this coverage,are defined as rollows: a. "Client"means an individual,company or organization with whom you have a written contract or work order for your.services for a described premises and have billed for your services. b. 'Employee'means: (1) Any natural person: (a) Mile In your service or for 30 days after termination of service; (b) Who you compensate dtrecdy by salary,wages or commissions;and (c) Who you have the right to direct and control while performing services for you;or (2) Any natural parson who is furnished temporarily to you: (a) To substitute for a permanent"employee as defined in Paragraph(1)above,who is on leave;or (b) To meet seasonal or short-term workload conditions; while that person Is subod to your direction and control and performing services for you. (3) "Employee does not mean: (a) Any agent,broker.person leased to you by a labor leasing firm,factor,commission merchant,consignee,Independent contractor or representative or the same general character,or (b) Any"manager."director or trustee except white performing acts coming within the scope of the usual dudes of an'employee.' rw 'Manager"means a person serving Ina directorial capacity for aAmited Ilability company. K Additional Insureds SECTION It—WHO IS AN INSURED Is amended as follows: 1. If coverage for newly acquired or formed organizations Is not otherwise excluded from this Coverage Pan.Paragraph 3.a.Is deleted in its entirely and replaced by the roltowing: a. Coverage under this provision Is afforded until the end of the policy period. 2. Each of the following is also an Insured: Page 8 of 11 Includes copyrighted material of insurance Services Office,Inc,wR h Its permission. 0 20 11 Philadelphia Indemnity Insurance Company 7 4- PI-GLD-HS NY(10111) a. Medical OimMrs and Administrators—Your medical directors and administratom but only while acting within the scope of and during the course of theirduties as such. Such duties do not include the famishing or failure to furnish professional services of any physician or psychiatrist In the treatment of a patient. b. Managers and supervisors—Your managers and supervisors are also insureds,but only with mq=t to their duties as your managers and supervisors.Managers and supervisors who ars your"employees'are also insureds for'bodily Injury'to a co- 'employee'while in the course of his or her employment by you or performing duties retatad to the conduct of your business. This provision does not change Nem 2.a.(1}(a)as it applies to managers or a limited liability company. c. Broadened Named insured—Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However,coverage does not apply to any organization or subsidiary not named In the Declarations as Named Insured,If they am also Insured under.another similar policy,but for its termination or the.exhaustion of Its timita of Insurance. d. Funding Source—Any person or organization with respect to their liability arising out of (1) Theirfinancial control of you;or (2) Premises they own,maintain or control while you lease or occupy these premises. This Insurance does not apply to structural alterations,new construction and demolition operations performed by or for that person or organization. e. Nome Care Providers—At the first Named Insureds option,any person or orgmtmtlon under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers,Landlords,or Lessors of Promises—Any person or organtradon with respect to their liability arising out of the ownership,maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This Insurance does not apply to: (1) Any'occurrence'which takes place after you cease to be a tenant in that premises:or (2) Structural afterallme,new construction or demolition operations performed by or on behalf of that person or organization. g. Lasser of Leased Equipment—Automatic Status When Required in Lease Agreement With You—Any person or orgeniration from whom you lease equipment when you and such person or organization have agreed In writing In a contract or agreement that such person or organization Is to be added as an additional insured on your poky. Such personor organization Is an inspired only with respect to liability for'bodily�ury;'property damage'or 'personal and advertising injury'caused,In whole or In pert,by your maintenance,operation or use of equipment leased to you by such person or organization. Paye 7 of 11 Includes copyrighted material of insurance Services Office.Inc.,with its permission, 0 2011 Philadelphia Indemnity Insurance Company PWLG-HS NY(IGH 1) A person's or organization's status as an additional insured under lhis.endorsement ends when their contract or agreement with you for such teased equipment ends. Whh respect to the Insurance afforded to these additional Insureds,this Insurance does not apply to any'accurrence'which takes place after the equipment lease expires. h. Grantors of Permits—Any state or political subdivision granting you a permit In connection with your premises subject to the following additional provision: (1) This Insurance applies only with reaped to the following hazards for whish the state or political subdivision has issued a permit in connection with the premises you own,rent or control and to wtdch this Insurance applies: (a) The existence,maintenance,repair,construction,erection,or removal:of advertising signs,awnings.canopies.callar entrances,coal holes,driveways,manholes. marquees,hoist away openings,sidewalk vaults,street banners or decorations and similar exposures; (b) The construction.erection,or removal of elevators;or (c) The ownership,maintenance,or use or any elevators covered by this Insurance. i. Vendors—Only with respect to'bodliy injury'or*properly damage'arising out of*Your products' which are distributed or sold in the regular course of the vendors business,subject to the following additional exclusions: (1) The Insurance afforded the vendor does not apply to: (a) Todhy injury"or"property damage"for-which the vendor Is obligated to pay damages by reason of the assumption of liability In a contract or agreement.This exclusion does not apply to Bability for damages that the vendor weld have In the absence of the contract or agreement; (b) Any express warranty unauthorized by you: (c) Any physical or chemical change in the product made intentionally by the vendor. (d) Repackaging,except when unpacked solely for the purpose of Inspection, demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged In ft original container, (e) Any fallure to make such inspections,a*siments,tests or servicing as the vendor has agreed to make or normally undertakes to make In the usual course of business, In connection with the distribution or sate of the products; (f) Demonstration,installation,servtdng or repair operations,except such operations performed at the vendor's premises In connection with the sale of the produce: (g) Products which.after distribution or sale by you,have been labeled or relabeled or used as a conlalner.part or ingredient of any other thing or substance by or for the vendor,or Page 8 of 11 Includes copyrighted material of Insurance Services Office.Inc.,with Its permission. 0 2011 Philo fthle indemnity Insurance Company Pt-GLO•HS NY(10111) (h) "Sodily injury"or"property damage"arising out of the sok negligence of the vendor for its own acts or Omissions or those of Its employees or anyone else acting on its behelf. Howavar,tide exclusion does not apply to: (i} The exceptions contained In Subparagraphs(d)cr(i);or (8) Such inspections,ecoustments,lests ar servicing as Ore vendor has agreed to make or normally undertakes to make in the usual course of business,In connection with the distribution or sate of the products. (2) This Insurance does not apply to any Insured person or organlzallon,from wharf you have acquired such products,or any ingredlent,part or container,entering into, accompanying or contalft. J. Franchisor—Arty persm or organization with respect to their liability as the grantor of e franchise to you, L As Required by Contrail—Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or crganizallon Is an additional Insured for"bodUy Injury;'property damage"or*personal and advertising Injury"but only for liability arising out of the negligence of the named insured.The mft or insurance applicable to than additional Insureds are the lessar of the policy lkft or those limits specified In a contract or agreement. These&nibs are Included within end not In addition to the Units of Insurance shown In the Declarations I. Owners,Lessees or Contactors—Any person or organization,but only with respect to Uabilityr for"bodity Injury,"'property damage"or"personal and advertising Injury"caused.In whole or In pert.by: (1) Your ads or omissions•,or (2) The ads or omissions of those ecft on your behati; In the performance of your ongoing operations for the additional insured when required by a conlrecL With respect to the Insurance afforded to these additional insureds,the following additional exchnions apply: This Insurance does not apply to"bodily injury'or"property damage"occurring atter. (a) AU work,Including materiata,parts or equipment furnished In connection with such work,on the project(other than service,maintenance or repairs)to be performed by or on behalf of the additional Insured(s)at the location of the covered operations has been Completed;or (b) That portion of'your work"out of which the Injury or damage arises has been put to Its intended use by any person or organization other than another contractor or subcontractor engaged In performing operations for a principal as a part of the same prcifflt m. State or Political Subdivisions—Any stab or political subdivision as required,subject to the following provisions: Page 9 of 11 Includes copyrighted material of Insurance Services Office.ince,with its permission. ®2011 Philadelphia Indemnity Insurance Company PWLD-HS NY(10111) (1) This insurance applies only with rasped to operati ms performed by you or on your betmlf for which iha stale or political subdivision Inas issued a permit,and Is required by contracL (2) This insurance does not apply to: (a) "Bodily Injury."•property damage"or"personal and advertising Injury'arising out of operations performed for the state or municipality;or (b) "Body injury"or"property damage Included within the'pmducts-completed operations hazard." L. Duties In the Event of Occurrence.Claim or Suit SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,Paragraph 2.is amended as follows: a.Is emended to include: This condition applies only when the'occurrence'or offense Is known to: (1)'You,If you are an Individual; (2) A partner,If you are a partnership;or (3) An executive officer or Insurance manager,if you are a corporation. b.Is amended to Include: This condition will not be considered breached unless the breach acurs after such claim or'sutt" Is known to: (1) You If you are an Individual; (2) A partner,If you are a partnership;or (3) An executive officer or Insurance manager,If you are a cofperation. M. Unintentional Failure To Disclose Hazards SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,S.Rapresantallons Is amended to include the following: It Is agreed Hot„based on our reliance on your representations as to existing hazards,if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part,we shad not decry coverage under this Coverage Part because of such failure, N. Transfer of Rights of Recovery Against Others To Its SECTION IV—COMMERCIAL GENERAL UAB1b.iTY CONDITIONS.8.Transfer of Rights of Recovery Against Others To Us Is deleted in Its entirety and replaced by the folowing: Page 10 of 11 Includes copyrighted material of Insurance Services Office,Inc.,whh Its permission. 0 2011 Philadelphia Indemnity lnsurance Company 'anw:....A.syr...y...e....,.....a....:.w.•.-rt'-w:•r....s...y....•y..r•, e?wi{Y :^•�w;T^�Sre,4 .,•^;«•b.....wY�'.-Yrr-.'4w,•'rn._.Y'ra ..rp..n...�.Y..,r......,,q..3:. .r c PI-GLD-Hs NY(10/11) tf the Insured has rights to recover all or part of any payment we have made under this Coverage Pad,those rights are transferred to us.The insured must do nothing after loss to Impair them.AI our request,the Insured will bring"srdl"or transfer those rights to us and help us enforce them. Therefore,the Insured can welve the insurer's rights of recovery prior to the occurrence of a toss,provided the waiver Is made In a written contract 0. Liberalisation SECTION IV—COMMERCIAL GENERAL LIABILITY CONDMONS,Is amended to include the following. If we revise this endorsement to provide more coverage without additional premium charge,we will automatically provide the additional coverage to all endomemerd holders as of the day the revision Is effective In your state. P. Personal and Advertising Injury—Abuse of Process,Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE Is not otherwise excluded from this Coverage Pad,die deMttlon oi'personat and advertising Injury"is amended as fellows: 1. SECTION V—DEFINITIONS,Paragraph 14.b.Is deleted in Its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V—DEFINITIONS,Paragraph 14,is amended by adding the following; Discrimination based on race,color,religion,ser,age or national origin,for damages resta tg from injury for which Ilm Insured is liable solely due to either disparate Impact or viearlous liability.. Personal and advertising injury does not mean discrimination: s. Done Intentionally by or at the direction of,or with the knowledge or consent of. q1) Any Insured;or (2) Any executive officer,director,stockholder.partner or member of the insured; b. Directly or Indirectly related to the employment.former or prospective employment, termination of employment,or application for employment of wq person or persons by an Insured. c. Directly or Indirectly related to the sale,rental,lease or sublease or prospective sales,rental, lease or sublease of any room,dwel{ing or premises by at at the direction or any insured;or d. Insurance for such discrimination is prohibited by or held in violation of law,public policy, legislation,court decision or administrative ruling. The above does not apply to fines or pi natdes imposed because of ddseriminatloum. Page 11 Of 11 Includes copyrighted material of insurance Services Office,Inc.,with its permission. 02011 Philadelphia Indemnity Insurance Company