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Home My WebLink AboutLiving Shoreline Demonstration Project RESOLUTION 2018-736 mQ� ADOPTED DOC ID: 14391 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2018-736 WAS ADOPTED AT THE ANNUAL FISHERS ISLAND MEETING OF THE SOUTHOLD TOWN BOARD ON AUGUST 8, 2018: RESOLVED that the Town Board of the Town of Southold authorizes the Town Supervisor to execute the First Amendment to Contract No. 18-ED-105 with the County of Suffolk in furtherance of extending the deadlines for completion of the Living Shoreline Demonstration Project, subject to approval from the Town Attorney. Elizabeth A.Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Robert Ghosio, Councilman SECONDER:Louisa P. Evans, Justice AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell Office of the Town Attorney ORIGINAL Town of Southold Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 REcEevE® Telephone : 631-765-1939 Facsimile: 631-765-6639 SEP 1 2 2018 Southold Town Clerk MEMORANDUM To: Ms. Elizabeth A. Neville, Town Clerk From: Mary Silleck Secretary to the Town Attorney Date: September 11, 2018 Subject: Town of Southold and County of Suffolk Department of Economic Development and Planning First Amendment to Living Shoreline Demonstration Project With respect to the above-referenced matter, I am enclosing the original, fully executed Agreement for your records 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 Rev.8-1-2018;Law No. 18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment First Amendment Town of Southold Living Shoreline Demonstration Project This is the First Amendment ("First Amendment") of the Contract (Law No. 18-ED-105) ("the Contract") 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 the The Town of Southold("the Contractor"or"Town"),a municipal corporation of the State ofNew York, having an address at 53095 Route 25 Southold,New York 11971. The parties hereto desire to execute this First Amendment for the Contractor to complete the Services,extend the term of the Contract through August 31, 2019, and amend and add contract provisions in compliance with current County requirements. This First Amendment shall be effective as of July 1, 2018. Amended Term of the Contract: October 1,2017 through August 31,2019 unless earlier terminated as provided in the Contract. Total Cost of the Contract: Shall not exceed$58,000.00,to be paid as set forth in the Contract,as modified by this First Amendment. Terms and Conditions: Shall be as set forth in the Contract, as modified by this First Amendment. (Signatures are on the next page) dDll�.��g9 Page 1 of 20 Rev.8-1-2018; Law No. 18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment In Witness Whereof, the parties hereto have executed this First Amendment as of the latest date written below. TOWN OF S UTHOLD COUNTY SUFFOLK By: BY Name.54.6 f+- Dennis ohen Title Chief Deputy County Executive Fed. Tax ID# V-60V 1939 Date: JA-7 f` Date / �u�erebycertifies under penalties of perjury that I am an officer of The Approved: Town of Southold, that I have read and I am Department of Economic Development and familiar with§A5-8 of Article V of the Suffolk Planning County Code, and that Town meets all requirements to qualify for exemption thereunder. By. Theresa Ward TOWN OF S THOLD Deputy County Executive and Commissioner Date R/Q o f( g By: Na e Title Z>uC.Q, L"6 Date 8c'�8 Approved as to Form: Dennis M.Brown County Attorney By: C%WKIQ C Maria L.Nida Assistant County Attorney Date �>_' Page 2 of 20 Rev.8-1-2018;Law No.18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment ( List of Articles &Exhibits First Amendment Article I-2018 Amended Terms and Conditions 1. Conflicting Provisions 2. Amended Term of the Contract 3. Total Cost of the Contract 4. Effective Date 5. Amendments 6. Contract Continues,Except as herein Amended Exhibit 1-2018 County Terms and Conditions Exhibit 2-2018 Suffolk County Legislative Requirements Page 3 of 20 Rev.8-1-2018;Law No. 18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment Article I-2018 Amended Terms and Conditions Whereas, the Town was awarded Suffolk County Water Quality Protection and Restoration Program and Land Stewardship Initiative (WQPRP) funds in the amount of$58,000 for the Living Shoreline Demonstration Project pursuant to Suffolk County Resolution No. 774-2016; and Whereas, pursuant to Suffolk County Resolution No. 774-2016, the Suffolk County Legislature authorized the County Executive to enter into an Intermunicipal Agreement with the Town of Southold to conduct the Living Shoreline Demonstration Project; and Whereas, the parties entered into the Contract (Law No. 18-ED-105) for the Living Shoreline Demonstration Project on December 19, 2017,with a term of October 1, 2017 through December 31, 2018; and Whereas, Suffolk County Resolution No. 774-2016 provided that the Living Shoreline Demonstration Project be completed within three (3)years of the date of the adoption of the resolution; and Whereas,the parties desire to extend the Contract through August 31,2019 so as to allow the Town to complete the Services as modified by this First Amendment, and to add provisions in compliance with current County contracting requirements; and 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 First Amendment and any other provision in the Contract, the provisions of this First Amendment shall prevail. 2. Amended Term of the Contract The Term of the Contract shall be October 1, 2017 through August 31,2019. 3. Total Cost of the Contract The Total Cost of Contract shall remain$58,000.00 as set forth in the Contract and on the first page of this First Amendment. 4. Effective Date This First Amendment shall be effective as of July 1, 2018. Page 4 of 20 Rev.8-1-2018;Law No.18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment 5. Amendments a. Paragraph No.4 of Article I of the Contract,headed"Project Timeline and Deliverables,"is hereby deleted in its entirety and replaced with the following: a. Task 1: July-August 2018 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 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 Town 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 CCE shall submit to the Town and the County draft conceptual plans for three different types of living shoreline designs to be installed at the Project Site. The Town and the County shall review and approve the draft conceptual plans,and if necessary,return the plans to CCE with comments and alterations prior to plan approval. b. Task 2: August-September 2018 CCE shall follow up with NYSDEC on the status of permit applications. CCE shall prepare for the fall planting and installation season by acquiring the necessary materials for shoreline installations. CCE shall spawn ribbed mussels at the SCMELC shellfish hatchery,attempt to 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 the fall. CCE shall collect adult and juvenile ribbed mussels in nearby natural marshes for use in supplementing the hatchery production for the purposes of outplanting. Deliverable 2: Planting and Shellfish Update By the end of November 2018, CCE shall submit to the Town and the County 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)fall planting and installation season preparations,including 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: September-November 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. Page 5 of 20 Rev.8-1-2018;Law No.18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment CCE shall continue cultivation of ribbed mussels at the hatchery.Once to adequate size,CCE shall facilitate the attachment of mussels to appropriate substrate that can be transplanted directly into the shoreline structures. This work should take place in July and August with outplanting taking place as early as October,but in some cases the seed mussels will have to be kept over winter. Deliverable 3: Installation and Shellfish Update By the end of November 2018, CCE shall submit to the Town and the County 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,and(ii)progress of the ribbed mussel spawning and transplanting, including an updated timeline for transplanting. d. Task 4: October-November 2018 CCE shall plant nursery grown ribbed mussels into the shoreline structures. The planting of mussel beds will be supplemented with natural and 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 shall begin monitoring growth and survival of planted mussels and shall continue to monitor shoreline installation. Additional marsh grass plantings shall be added to the site as necessary. Deliverable 4: Installation and Shellfish Update Two By the end of December 2018,CCE shall submit to the Town and the County a report,which shall include, but shall not be 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: July 2019-August 2019 CCE shall monitor and document overall success of the three types of living shoreline designs installed and with particular emphasis on growth and survival of plant material and mussels. CCE, in conjunction with the Town, shall prepare a Final Report documenting project successes and challenges. The Report shall provide recommendations and guidance for CCE,the Town,and the County to use for implementation of future living shoreline projects. Deliverable 5: Final Report By August 31,2019, CCE shall submit to the Town and the County 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 Page 6 of 20 Rev.8-1-2018;Law No. 18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment 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 implantation of future living shoreline projects. The Final Report submitted to the Town and the County is subject to review and approval by the Town and the County. The Town and the County may, at their discretion, provide comments and feedback on the Final Report to CCE,to which CCE will incorporate and re- submit to the Town and the County. This process may be repeated until the Town and the County approves the Final Report. b. Paragraph No. 7.d of Article II of the Contract, headed "Project Budget," is hereby deleted in its entirety and replaced by the following: d. Project Budget Expenditure County Grant Town Match Total Costs Task 1 July-August 2018 Labor $3,000.00 $2,554.50 $5,554.50 Supplies $0.00 $1,000.00 $1,000.00 Travel $200.00 $0.00 $200.00 Task 1 Sub-Total $3,200.00 $3,554.50 $6,754.50 Task 2 August-September 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 September-November 2018 Labor $17,500.00 $18,207.50 $35,767.50 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 October-November 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 Page 7 of 20 Rev.8-1-2018;Law No.18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment Task 5 July 2019-August 2019 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 Town shall be made upon completion of each task.The Town 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"Town Match"column to show that the requirement for Town matching funds has been met.The Town must document completion of the entire Project as described in Article I prior to receiving final payment from the County. C. Exhibit 1 of the Contract shall be deleted in its entirety and replaced with Exhibit 1-2018, entitled "County Terms and Conditions,"which is attached to and made part of this First Amendment.All references in Exhibit 1-2018 to Exhibit 1 shall be deemed to be references to Exhibit 1-2018. d. Exhibit 2 of the Contract shall be deleted in its entirety and replaced with Exhibit 2-2018, entitled "Suffolk County Legislative Requirements"attached to and made part of this First Amendment.All references in Exhibit 2-2018 to Exhibit 2 shall be deemed to be references to Exhibit 2-2018. 6. Contract Continues,Except as herein Amended Except as amended by this First Amendment,all other representations,terms and conditions of the Contract, including any and all amendments or budget modifications executed prior to the date hereof, are hereby ratified and confirmed to be full force and effect. End of Text for Article I-2018 Page 8 of 20 Rev.8-1-2018;Law No.18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment b. the Contractor's failure to Exhibit 1-2018 maintain the amount and types of County Terms and Conditions - insurance with an authorized insurer as required by the Contract;or 1. Elements of Interpretation C. the Contractor's failure to As used throughout the Contract: maintain insurance required 'by the Contract with an insurer that has a. Words of the masculine gender shall designated the New York Superintendent mean and include correlative words of the feminine of Insurance as its lawful agent for and neuter genders and words importing the service of process;or singular number shall mean and include the plural ' c number and vice versa. Words importing persons The Contractor's to shall include firms, associations, partnerships comply with any Federal,Statteo oor r local (including limited partnerships), trusts, law, rule, or regulation, and County corporations and other legal entities, including policies or directives;or public bodies,as well as natural persons,and shall include successors and assigns. or The Contractor's bankruptcy insolvency;or b. Capitalized terms used,but not otherwise defined herein,shall have the meanings assigned to f. The Contractor's failure to cooperate in an Audit;or them in the Contract. 2. Meanings of Terms S• The Contractor's falsification of records or reports,misuse of funds,or malfeasance or nonfeasance in financial As used in the Contract: record keeping arising out of, or in connection with, any contract with the "Comptroller" means the Comptroller of the County of County;or Suffolk. h. The Contractor's failure to "Contract"means all terms and conditions herein forming all submit, or failure to timely submit, rights and obligations of the Contractor and the County. documentation to obtain Federal or State funds;or "Contractor" means the signatory person, partnership, corporation,association or other entity,its officers,officials, i. The inability of the County or employees,agents,servants,sub-contractors,volunteers, and the Contractor to obtain Federal or State any successor or assign of any one or more of the foregoing funds due to any act or omission of the performing the Services. Contractor;or "County"means the County of Suffolk,its departments,and j• Any condition the County agencies. determines,in its sole discretion,that is dangerous. "County Attorney" means the County Attorney of the County of Suffolk. "Federal" means the United States government, its departments and agencies. " "Department"means the signatory department approving the Contract. "Fund Source"means any direct or indirect sum payable to the Contractor by the County pursuant to any lawful "Engineering Services"means the definition of the practice obligation. of engineering and the definition of practice of land surveying, as the case may be, under Section 7201 and "Legislature" means the Legislature of the County of Section 7203 of the State Education Law,respectively. Suffolk. "Event of Default"means "Services"means all that which the Contractor must do,and any part thereof arising out of, or in connection with, the a. the Contractor's failure to perform any Contract as described in Article I"Description of Services." duty required of it under paragraphs 4 through 7 of this Exhibit 1 of the Contract;or "State"means the State of New York. Page 9 of 20 Rev.8-1-2018;Law No.18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment "Suffolk County Payment Voucher"means the document C. In the event that the Contractor is not authorized and required by the Comptroller for release of able to perform the Services due to a loss of payment. license,the Contractor shall not be reimbursed for the Services rendered after the effective date of "Term"means the time period set forth on page one of the termination of such license. Without limiting the Contract and,if exercised by the County,the option period. generality of the foregoing, if any part of the Contract remains to be performed, and the 3. Contractor Responsibilities termination of the license does not affect the Contractor's ability to render the Services,every a. It shall be the duty of the Contractor to other term and provision of the Contract shall be discharge, or cause to be discharged, all of its valid and enforceable to the fullest extent permitted responsibilities,and to administer funds received in by law. the interest of the County in accordance with the provisions of the Contract. 6. Documentation of Professional Standards b. The Contractor shall promptly take all The Contractor shall maintain on file, in one action as may be necessary to render the Services. location in Suffolk County, all records that demonstrate that it has complied with paragraphs 4 C. The Contractor shall not take any action and 5 above. The address of the location of the that is inconsistent with the provisions of the aforesaid records and documents shall be provided Contract to the County no later than the date of execution of the Contract. Such documentation shall be kept, d. Services provided under this Contract maintained, and available for inspection by the shall be open to all residents of the County. County upon twenty-four(24)hours notice. 4. Qualifications, Licenses, and Professional 7. Credentialing Standards a. In the event that the Department,or any a. The Contractor represents and warrants division thereof,maintains a credentialing process that it has,and shall continuously possess,during to qualify the Contractor to render the Services,the the Term, the required licensing, education, Contractor shall complete the required knowledge,experience,and character necessary to credentialing process. In the event that any State qualify it t render the Services. credential, registration, certification, or license, Drug Enforcement Agency registration, or b. The Contractor shall continuously have Medicare or. Medicaid certification is restricted, during the Term all required authorizations, suspended,or temporarily or permanently revoked, certificates, certifications, registrations, licenses, it is the duty of the Contractor to contact the permits,and other approvals required by Federal, Department,or division thereof,as the case may be, State, County, or local authorities necessary to in writing,no later than three(3)days after such qualify it to render the Services. restriction,suspension,or revocation. 5. Notifications b. The Contractor shall forward to the Department,or division thereof,as the case may be, a. The Contractor shall immediately notify on or before July 1 of each year during the Term,a the County, in writing, of any disciplinary complete list of the names and addresses of all proceedings, commenced or pending, with any persons providing the Services, as well as their authority relating to a license held by any person respective areas of certification, credentialing, necessary to qualify him or the Contractor to registration,and licensing. perform the Services. 8. Engineering Certificate b In the event that a person is no longer licensed to perform the Services, the Contractor In the event that the Contract requires any must immediately notify the County, but in no Engineering Services,the Contractor shall submit event shall such notification be later than five(5) to the County, no later than the due date for days after a license holder has lost the license submission for approval of any engineering work required to qualify the license holder or the product, the Certificate of Authorization Contractor to perform the Services. ("Certificate"), issued pursuant to § 7210 of the New York Education Law, of every person performing any Engineering Services. The failure to file,submit or maintain the Certificate shall be Page 10 of 20 Rev.8-1-2018;Law No.18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment grounds for rejection of any engineering work subparagraph shall survive the expiration product submitted for approval. or termination of the Contract 9. Termination v.) Nothing contained in this paragraph shall be construed as a a. Thirty Days Termination limitation on the County's rights set forth in paragraphs 5(c) and 15 of this The County shall have the right to Exhibit 1. termmate the Contract without cause, for any reason,at any time,upon such terms and conditions 10. Indemnification and Defense it deems appropriate,provided,however,that no such termination shall be effective unless the a. The Contractor shall protect,indemnify, Contractor is given at least thirty(30)days notice. and hold harmless the County,its agents,servants, officials, and employees from and against all liabilities, fines, penalties, actions, damages, b. Event of Default; Termination on claims, demands, judgments, losses, suits or Notice actions, costs, and expenses caused by the negligence or any acts or omissions of the i.) The County may immediately Contractor,including reimbursement of the cost of terminate the Contract, for cause,upon reasonable attorneys'fees incurred by the County, ' such terms and conditions it deems its agents,servants,officials,and employees in any appropriate,in the Event of Default. action or proceeding arising out of or in connection ii.) If the Contractor defaults with the Contract under any other provision of the Contract,the County may terminate the b. The Contractor hereby represents and Contract,on not less than five(5)days warrants that it will not infringe upon any notice,upon such terms and conditions it copyright in performing the Services. The deems appropriate. Contractor agrees that it shall protect, indemnify, and hold harmless the County,its agents,servants, C. Termination Notice officials, and employees from and against all , liabilities, fines, penalties, actions, damages, Any notice providing for termination claims, demands, judgments, losses, suits or shall be delivered as provided for in actions, costs, and expenses arising out of any paragraph 33 of this Exhibit 1. claim asserted for infringement of copyright, including reimbursement of the cost of reasonable d. Duties upon Termination attorneys'fees incurred by the County,its agents, servants,officials,and employees in any action or i.) The Contractor shall proceeding arising out of or in connection with any discontinue the Services as directed in claim asserted for infringement of copyright. the termination notice. C. The Contractor shall defend the County, ii.) Subject to any defenses its agents,servants,officials,and employees in any proceeding or action,including appeals,arising out available to it,the County shall pay the of, or in connection with, the Contract, and any Contractor for the Services rendered copyright infringement proceeding or action. through the date of termination. Alternatively, at the County's option,the County may defend any such proceeding or action and iii.) The County shall be released require the Contractor to pay reasonable attorneys' from any and all liability under the fees or salary costs of County employees of the Contract,effective as of the date of the Department of Law for the defense of any such suit. termination notice. 11. Insurance iv.) Upon termination, the Contractor shall reimburse the County a. The Contractor shall continuously the balance of any funds advanced to the maintain, during the Term of the Contract, Contractor by the County no later than insurance in amounts and types as follows: thirty(30)days after termination of the Contract. The provisions of this i.) Commercial General Liability insurance,including Page 11 of 20 Rev.8-1-2018;Law No. 18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment contractual liability coverage, in an declaration pages for each policy of insurance and amount not less than Two Million certificates, other than a policy for commercial Dollars($2,000,000.00)per occurrence general liability insurance, and upon demand, a for bodily injury and Two Million true and certified original copy of each such policy Dollars($2,000,000 00)per occurrence evidencing compliance with the aforesaid insurance for property damage. The County shall requirements. be named an additional insured. e. In the case of commercial general ii.) Automobile Liability liability insurance the Contractor shall furnish to insurance (if any non-owned or owned the County,prior to the execution of the Contract,a vehicles are used by the Contractor in the declaration page or insuring agreement and performance of the Contract) in an endorsement page evidencing the County's status amount not less than Five Hundred as an additional insured on said policy,and upon Thousand Dollars ($500,000.00) per demand,a true and certified original copy of such person, per accident, for bodily injury policy evidencing compliance with the aforesaid and not less than One Hundred insurance requirements. Thousand Dollars ($100,000.00) for property damage per occurrence. The f. All evidence of insurance shall provide County shall be named an additional for the County to be notified in writing thirty(30) insured. days prior to any cancellation, nonrenewal, or material change in the policy to which such iii.) Workers'Compensation and evidence relates. It shall be the duty of the Employer's Liability insurance in Contractor to notify the County immediately of any compliance with all applicable New cancellation,nonrenewal,or material change in any York State laws and regulations and insurance policy. Disability Benefits insurance,ifrequired by law. The Contractor shall furnish to g. In the event the Contractor shall fail to the County,prior to its execution of the provide evidence of insurance, the County may Contract,the documentation required by provide the insurance required in such manner as the State of New York Workers' the County deems appropriate and deduct the cost Compensation Board of coverage or thereof from a Fund Source. exemption from coverage pursuant to §§57 and 220 of the Workers' 12. Independent Contractor Compensation Law. In accordance with General Municipal Law §108, the The Contractor is not, and shall never be, Contract shall be void and of no effect considered an employee of the County for any unless the Contractor shall provide and purpose. Notwithstanding anything herein, the maintain coverage during the Term for Contract shall not be construed as creating a the benefit of such employees as are principal-agent relationship between the County required to be covered by the provisions and the Contractor or the Contractor and the of the Workers'Compensation Law. County,as the case may be. iv.) Professional Liability 13. Severability insurance in an amount not less than Two Million Dollars($2,000,000.00)on It is expressly agreed that if any term or provision either a per-occurrence or claims-made of the Contract,or the application thereof to any coverage basis. person or circumstance, shall be held invalid or unenforceable to any extent,the remainder of the b. The County may mandate an increase in Contract, or the application of such-term or the liability limits set forth in the immediately provision to persons or circumstances other than preceding paragraphs(11)(a)(i),(ii),and(iv) those as to which it is held invalid or unenforceable, shall not be affected thereby, and C. All policies providing such coverage every other term and provision of the Contract shall shall be issued by insurance companies authorized be valid and shall be enforced to the fullest extent to do business in New York with an A.M Best permitted by law. rating of A-or better. d. The Contractor shall furnish to the 14. Merger;No Oral Changes County,prior to the execution of the Contract, Page 12 of 20 Rev.8-1-2018;Law No.18-Eb-105A Town of Southold Living Shoreline Demonstration Project First Amendment It is expressly agreed that the Contract represents subjecting individuals to discrimination because of the entire agreement of the parties and that all their race, creed, color,national origin, sex, age, previous understandings are herein merged in the disability, sexual orientation, military status, or Contract. No modification of the Contract shall be marital status,or have the effect of substantially valid unless in written form and executed by both impairing the Contract with respect to individuals parties. of a particular race,creed, color,national origin, sex, age, disability, sexual orientation, military 15. Set-Off Rights status,or marital status,in determining: The County shall have all of its common law, i.) the Services to be provided, equitable,and statutory rights of set-off.These or ii.) the class of individuals to rights shall include, but not be limited to, the whom, or the situations in which, the County's option to withhold from a Fund Source Services will be provided;or an amount no greater than any moneys due and owing to the County for any reason The County iii.) the class of individuals to be shall exercise its set-off rights subject to approval afforded an opportunity to receive the by the County Attorney. In cases of set-off Services. pursuant to a Comptroller's audit,the County shall only exercise such right after the finalization 17. Nonsectarian Declaration thereof,and only after consultation with the County Attorney The Services performed under the Contract are secular in nature. No funds received pursuant to 16. Non-Discrimination in Services the Contract shall be used for sectarian purposes or to further the advancement of any religion. The a. The Contractor shall not,on the grounds Services will be available to all eligible individuals of race, creed, color, national origin, sex, age, regardless of religious belief or affiliation. disability, sexual orientation, military status, or marital status: 18. Governing Law i.) deny any individual the Services provided pursuant to the The Contract shall be governed by and construed in Contract;or accordance with the laws of the State ofNew York, without regard to conflict of laws. Venue shall be ii.) provide the Services to an designated in the Supreme Court,Suffolk County, individual that is different,or provided the United States District Court for the Eastern in a different manner, from those District of New York,or,if appropriate,a court of provided to others pursuant to the inferior jurisdiction in Suffolk County. Contract;or iii.) subject an individual to 19. No Waiver segregation or separate treatment in any matter related to the individual's receipt It shall not be construed that any failure or of the Services provided pursuant to the forbearance of the County to enforce any provision Contract,or of the Contract in any particular instance or iv.) restrict an individual in any instances is a waiver of that provision. Such provision shall otherwise remain in full force and way from any advantage or privilege effect, notwithstanding any such failure or enjoyed by others receiving the Services forbearance. provided pursuant to the Contract;or V.) treat an individual differently 20. Conflicts of Interest from others in determining whether or not the individual satisfies any eligibility The Contractor shall not,during the Term,pursue a or other requirements or conditions course of conduct which would cause a reasonable which individuals must meet in order to person to believe that he or she is likely to be receive the Services provided pursuant to engaged in acts that create a substantial conflict the Contract. between its obligations under the Contract and its b. The Contractor shall not utilize criteria private interests The Contractor is charged with or methods ofadministration which have the duty to disclose to the County the existence of the effect of any such adverse interests,whether existing or Page 13 of 20 Rev.8-1-2018;Law No.18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment potential. This duty shall continue as long as the i.) if the Contractor is a Term. The determination as to whether or when a partnership, the withdrawal or change, conflict may potentially exist shall ultimately be voluntary,involuntary or by operation of made by the County Attorney after full disclosure law, of the partners, or transfer of is obtained. partnership interests (other than the purchase of partnership interests by 21. Cooperation on Claims existing partners,by the partnership itself or the immediate family members by The Contractor and the County-shall render reason of gift, sale or devise), or the diligently to each other,without compensation,any dissolution of the partnership without and all cooperation that may be required to defend immediate reconstitution thereof,and the other party, its employees and designated representatives against any claim,demand or action ii.) if the Contractor is a closely held that may be brought against the other party, its corporation(i.e.whose stock is not publicly employees or designated representatives arising out held and not traded through an exchange or of,or in connection with,the Contract. over the counter), 22. Confidentiality 1. the dissolution, merger,consolidation or other Any document of the County, or any document reorganization of the created by the Contractor and used in rendering the Contractor, Services,shall remain the property of the County and shall be kept confidential in accordance with transfer the sale or other applicable laws,rules,and regulations. ansfer of twenty percent (20%)or more of the shares of the Contractor (other than to 23. Assignment and Subcontracting existing shareholders, the corporation itself or the a. The Contractor shall not delegate its immediate family members of duties under the Contract, or assign, transfer, shareholders by reason of gift, convey,subcontract,sublet,or otherwise dispose of sale or devise). the Contract, or any of its right, title or interest therem, or its power to execute the Contract, or b. If the Contractor is a not-for-profit assign all or any portion of the moneys that may be corporation,a change of twenty percent(20%)or due or become due hereunder,(collectively referred more of its shares or members shall be deemed a to in this paragraph 23 as"Assignment"),to an P g P Y Permitted Transfer. other person, entity or thing without the prior written consent of the County,and any attempt to C. The Contractor shall notify the County in do any of the foregoing without such consent shall writing,which notice(the"Transfer Notice")shall be void ab mrtio• include: b. Such Assignment shall be subject to all i.) the proposed effective date of of the provisions of the Contract and to any other the Permitted Transfer, which shall not condition the County requires. No approval of any be less than thirty (30) days nor more Assignment shall be construed as enlarging any than one hundred eighty(180)days after obligation of the County under the terms and the date of delivery of the Transfer provisions of the Contract. No Assignment of the Notice; Contract or assumption by any person of any duty of the Contractor under the Contract shall provide ii.) a summary of the material for, or otherwise be construed as, releasing the terms of the proposed Permitted Contractor from any term or provision of the Transfer, Contract. iii.) the name and address of the 24. Changes to Contractor proposed transferee, a. The Contractor may,from time to time, iv.) such information reasonably with the County's consent,enter into a required by the County, which will Permitted Transfer For purposes of the enable the County to determine the Contract,a Permitted Transfer means. financial responsibility, character, and reputation of the proposed transferee, Page 14 of 20 Rev.8-1-2018;Law No.18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment nature of the proposed owning five percent (5%) or more of the assignee/transferee's business and Contractor, and the County. The, foregoing experience; certification shall not apply to a contractor that is a municipal corporation or a government entity. V.) all executed forms required pursuant to Exhibit 2 of the Contract, 27. Publications that are required to be submitted by the Contractor;and Any book,article,report,or other publication related to the Services provided pursuant to this Contract shall contain the vi.) such other information as the following statement in clear and legible print County may reasonably require. "This publication is fully or partially funded by the d. The County agrees that any request for its County of Suffolk" consent to a Permitted Transfer shall be granted provided that the transfer does not violate any 28. Copyrights and Patents provision of the Contract, and the transferee has not been convicted of a criminal offense as a. Copyrights described under Article II of Chapter 189 of the Suffolk County Code. The County shall grant or Any and all materials generated by or on behalf of deny its consent to any request of a Permitted the Contractor while performing the Services Transfer within twenty(20)days after delivery to (including, without limitation, designs, images, the County of the Transfer Notice, in accordance video, reports, analyses, manuals, films, tests, with the provisions of Paragraph 33 of this Exhibit tutorials,and any other work product of any kind) 1 of the Contract. If the County shall not give and all intellectual property rights relating thereto written notice to the Contractor denying its consent ("Work Product")are and shall be the sole property to such Permitted Transfer(and setting forth the of the County. The Contractor hereby assigns to basis for such denial in reasonable detail) within the County its entire right,title and interest,if any, such 20-day period, then the County shall be to all Work Product,and agrees to do all acts and deemed to have granted its consent to such execute all documents,and to use its best efforts to Permitted Transfer. ensure that its employees, consultants, subcontractors,vendors and agents do all acts and e. Notwithstanding the County's consent, execute any documents, necessary to vest ownership in the County of any and all Work i.) the terms and conditions of the Product. The Contractor may not secure copyright Contract shall in no way be deemed to protection. The County reserves to itself,and the have been waived or modified,and Contractor hereby gives to the County,and to any other person designated by the County,consent to ii.) such consent shall not be produce,reproduce,publish,translate, display or deemed consent to any further transfers. otherwise use the Work Product This paragraph shall survive any completion, expiration or 25. No Intended Third Party Beneficiaries termination of this Contract. The Contract is entered into solely for the benefit The County shall be deemed to be the author of all of the County and the Contractor. No third party the Work Product. The Contractor acknowledges shall be deemed a beneficiary of the Contract and that all Work Product shall constitute"work made no third party shall have the right to make any for hire"under the U.S. copyright laws. To the claim or assert any right under the Contract. extent that any Work Product does not constitute a "work made for hire," the Contractor hereby 26. Certification as to Relationships assigns to the County all right, title and interest, including the right,title and interest to reproduce, The Contractor certifies under penalties of perjury edit, adapt, modify or otherwise use the Work that,other than through the funds provided in the Product, that the Contractor may have or may Contract and other valid agreements with the hereafter acquire in the Work Product,including all County, there is no known spouse, life partner, intellectual property rights therein,in any manner business, commercial, economic, or financial or medium throughout the world in perpetuity relationship with the County or its elected officials. without compensation. This includes,but is not The Contractor also certifies that there is no limited to,the right to reproduce and distribute the relationship within the third degree of Work Product in electronic or optical media,or in consanguinity,between the Contractor, any of its CD-ROM,on-line or similar format. partners,members,directors,or shareholders Page 15 of 20 Rev.8-1-2018;Law No.18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment b. Patents agreements, trade secrets and commercial information or financial information that is privileged or confidential. If the Contractor develops, invents, designs or Without limiting the generality of the foregoing, records creates any idea,concept,code,processes or other directly related to contract expenditures shall be kept for a work or materials during the Term,or as a result of period of ten(10)years because the statute of limitations for any Services performed under the Contract("patent the New York False Claims Act(New York False Claims Act eligible subject matter"), it shall be the sole § 192)is ten(10)years. property of the County. The Contractor hereby assigns to the County its entire right, title and interest,if any,to all patent eligible subject matter, 32. Certification Regarding Lobbying and agrees to do all acts and execute all documents, and to use its best efforts to ensure that its Together with this Contract and as a condition precedent to employees, consultants, subcontractors, vendors and agents do all acts and execute any documents, its execution by the County, the Contractor shall have necessary to vest ownership in the County of any executed and delivered to the County the Certification and all patent eligible subject matter. The Regarding Lobbying (if payment under this Contract may Contractor may not apply for or secure for itself exceed$100,000) as required by Federal regulations, and patent protection. The County reserves to itself, shall promptly advise the County of any material change in and the Contractor hereby gives to the County,and any of the information reported on such Certification, and to any other person designated by the County, shall otherwise comply with,and shall assist the County in consent to produce or otherwise use any item so complying with, said regulations as now in effect or as discovered and/or the right to secure a patent for amended during the term of this Contract. the discovery or invention. This paragraph shall survive any completion,expiration or termination 33. Notice of this Contract. Unless otherwise expressly provided herein,all notices shall 29. Arrears to County be in writing and shall be deemed sufficiently given if sent by regular first class mail and certified mail, or personally The Contractor warrants that,except as may otherwise be delivered during business hours as follows: 1.) to the authorized by agreement, it is not in arrears to the County Contractor at the address on page 1 of the Contract and 2.)to upon any debt,contract,or any other lawful obligation,and is the County at the Department,or as to either of the foregoing, not in default to the County as surety. to such other address as the addressee shall have indicated by prior written notice to the addressor. All notices received by 30. Lawful Hiring of Employees Law in Connection the Contractor relating to a legal claim shall be immediately with Contracts for Construction or Future sent to the Department and also to the County Attorney at 100 Construction Veterans Memorial Highway,P.O.Box 6100,(Sixth Floor), Hauppauge,New York, 11788-0099. 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 End of Text for Exhibit 1-2018 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 Page 16 of 20 Rev.8-1-2018;Law No.18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment Exhibit 2-2018 terminate the Contract and to seek other remedies Suffolk County Legislative Requirements as set forth therein,for violations of this Law. NOTE: THE CONTRACTOR'S COMPLETED Required Forms: LEGISLATIVE REQUIREMENTS FORMS REFERENCED HEREIN ARE AVAILABLE ON FILE Suffolk County Living Wage Form DOL-LW-1/38 AT THE DEPARTMENT NAMED ON THE (Revised 8/2017) entitled "Suffolk County SIGNATURE PAGE OF THIS CONTRACT. Department of Labor, LICENSING & CONSUMER AFFAIRS Notice of Application 1. Contractor's/Vendor's Public Disclosure for County Compensation-LIVING WAGE Statement CERTIFICATION/DECLARATION-SUBJECT TO AUDIT." It shall be the duty of the Contractor to read, become familiar with, and comply with the 3. Use of County Resources to Interfere with requirements of section A5-8 of Article V of the Collective Bargaining Activities Suffolk County Code. It shall be the duty of the Contractor to read, become familiar with, and comply with the Unless certified by an officer of the Contractor as requirements of Article I of Chapter 803 of the being exempt from the requirements of section A5- Suffolk County Code. 8 of Article V of the Suffolk County Code, the Contractor represents and warrants that it has filed County Contractors(as defined by section 803-2) with the Comptroller the verified public disclosure shall comply with all requirements of Chapter 803 statement required by Suffolk County of the Suffolk County Code, including the Administrative Code Article V,Section A5-8 and following prohibitions: shall file an update of such statement with the Comptroller on or before the 31 st day of January in a. The Contractor shall not use County each year of the Contract's duration The funds to assist,promote,or deter union Contractor acknowledges that such filing is a organizing. material,contractual and statutory duty and that the failure to file such statement shall constitute a b. No County funds shall be used to material breach of the Contract, for which the reimburse the Contractor for any costs County shall be entitled,upon a determination that incurred to assist, promote, or deter such breach has occurred,to damages,in addition union organizing. to all other legal remedies,of fifteen percent(15%) of the amount of the Contract. C. No employer shall use County property to hold a meeting with employees or Required Form: supervisors if the purpose of such Suffolk County Form SCEX 22; entitled meeting is to assist, promote, or deter "Contractor'sNendor's Public Disclosure union organizing. Statement" If the Services are performed on County property, 2. Living Nage Law the Contractor must adopt a reasonable access agreement, a neutrality agreement, fair It-shall be the duty of the Contractor to read, communication agreement, non-intimidation become familiar with, and comply with the agreement, and a majority authorization card requirements of Chapter 575,ofthe Suffolk County agreement. Code. If the Services are for the provision of human This Contract is subject to the Living Wage Law of services and are not to be performed on County the County of Suffolk. The law requires that, property,the Contractor must adopt,at the least,a unless specific exemptions apply,all employers(as neutrality agreement. defined)under service contracts and recipients of County financial assistance, (as defined) shall Under the provisions of Chapter 803,the County provide payment of a minimum wage to employees shall have the authority, under appropriate as set forth in the Living Wage Law. Such rate circumstances, to terminate the Contract and to shall be adjusted annually pursuant to the terms of seek other remedies as set forth therein, for the Suffolk County Living Wage Law of the violations of this Law. County of Suffolk Under the provisions of the Living Wage Law, the County shall have the authority,under appropriate circumstances,to Page 17 of 20 Rev.8-1-2018;Law No.18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment Re4uired Form: lease or other financial compensation agreement Suffolk County Labor Law Form DOL-1,O1; between the covered employer and the County;and entitled "Suffolk County Department of Labor— shall be made available to the public upon request. Labor Mediation Unit Union Organizing Certification/Declaration-Subject to Audit." An updated affidavit shall be submitted by,each such employer, owner, contractor and 4. Lawful Hiring of Employees Law subcontractor no later than January 1 of each year for the duration of any contract and upon the It shall be the duty of the Contractor to read, renewal or amendment of the Contract, and become familiar with, and comply with the whenever a new contractor or subcontractor is requirements of Article H of Chapter 353 of the hired under the terms of the Contract. Suffolk County Code. The Contractor acknowledges that such filings are This Contract is subject to the Lawful Hiring of a material,contractual and statutory duty and that Employees Law of the County of Suffolk. It the failure to file any such statement shall provides that all covered employers,(as defined), constitute a material breach of the Contract. and the owners thereof,as the case may be,that are recipients of compensation from the County Under the provisions of,the Lawful Hiring of through any grant, loan, subsidy, fending, Employees Law, the County shall have the appropriation, payment, tax incentive, contract, authority to terminate the Contract for violations of subcontract, license agreement, lease or other this Law and to seek other remedies available under financial compensation agreement issued by the the law. County or an awarding agency, where such compensation is one hundred percent (100%) The documentation mandated to be kept by this law funded by the County, shall submit a completed shall at all times be kept on site. Employee sign-in sworn affidavit(under penalty of perjury),the form sheets and register/log books shall be kept on site of which is attached, certifying that they have at all times during working hours and all covered complied,in good faith,with the requirements of employees,as defined in the law,shall be required Title 8 of the United States Code Section 1324a to sign such sign-in sheets/register/log books to with respect to the hiring of covered employees(as indicate their presence on the site during such defined) and with respect to the alien and working hours. nationality status of the owners thereof. The affidavit shall be executed by an authorized Required Forms: representative of the covered employer or owner,as the case may be; shall be part of any executed "SUFFOLK COUNTY DEPARTMENT OF contract, subcontract, license agreement, lease or LABOR,LICENSING,&CONSUMER AFFAIRS other financial compensation agreement with the — NOTICE OF APPLICATION TO CERTIFY County;and shall be made available to the public COMPLIANCE WITH FEDERAL LAW(8 U.S.C. upon request. SECTION 1324A) WITH RESPECT TO LAWFUL HIRING OF EMPLOYEES, Suffolk All contractors and subcontractors(as defined)of County Code,Chapter 353(2006)"DOL-LHE 1/2 covered employers,and the owners thereof,as the (REVISED 8/2017). case may be,that are assigned to perform work in connection with a County contract, subcontract, 5. Gratuities license agreement, lease or other financial compensation agreement issued by the County or It shall be the duty of the Contractor to read, awarding agency,where such compensation is one become familiar with, and comply with the hundred percent (1001/o) funded by the County, requirements of Chapter 664 of the Suffolk County shall submit to the covered employer a completed Code. sworn affidavit(under penalty of perjury),the form of which is attached, certifying that they have The Contractor represents and warrants that it has complied,in good faith,with the requirements of not offered or given any gratuity to any official, Title 8 of the United States Code Section 1324a employee or agent of the County or the State or of with respect to the hiring of covered employees and any political party, with the purpose or intent of with respect to the alien and nationality status of securing an agreement or securing favorable the owners thereof, as the case may be. The treatment with respect to the awarding or amending affidavit shall be executed by an authorized of an agreement or the making of any representative of the contractor,subcontractor,or determinations with respect to the performance of owner, as the case may be; shall be part of any an agreement executed contract,subcontract,license agreement, - Page 18 of 20 Rev.8-1-2018;Law No.18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment forum. 6. Prohibition Against Contracting with Corporations that Reincorporate Overseas 10. Youth Sports It shall be the duty of the Contractor to read, It shall be the duty of the Contractor to read, become familiar with, and comply with the become familiar with,and comply with Article III requirements of sections A4-13 and A4-14 of of Chapter 730 of the Suffolk County Code. Article IV of the Suffolk County Code. All contract agencies that conduct youth sports The Contractor represents that it is in compliance programs are required to develop and maintain a with sections A4-13 and A4-14 of Article IV of the written plan or policy addressing incidents of Suffolk County Code. Such law provides that no possible or actual concussion or other head injuries contract for consulting services or goods and among sports program participants. Such plan or services shall be awarded by the County to a policy must be submitted prior to the award of a business previously incorporated within the U.S.A. County contract,grant or funding. Receipt of such that has reincorporated outside the U.S.A. plan or policy by the County does not represent approval or endorsement of any such plan or 7. Child Sexual Abuse Reporting Policy policy, nor shall the County be subject to any liability in connection with any such plan or policy. It shall be the duty of the Contractor to read, become familiar with, and comply with the 11. `York Experience Participation requirements of Article II of Chapter 880 of the Suffolk County Code. Ifthe Contractor is a not-for-profit or governmental agency or institution, each of the Contractor's The Contractor shall comply with Article II of locations in the County at which the Services are Chapter 880,of the Suffolk County Code,entitled provided shall be a work site for public-assistance "Child Sexual Abuse Reporting Policy,"as now in clients of Suffolk County pursuant to Chapter 281 effect or amended hereafter or of any other Suffolk of the Suffolk County Code at all times during the County Local Law that may become applicable Term of the Contract. If no Memorandum of during the term of the Contract with regard to child Understanding("MOU")with the Suffolk County sexual abuse reporting policy. Department of Labor for work experience is in effect at the beginning of the Term of the Contract, 8. Non Responsible Bidder the Contractor, if it is a not-for-profit or governmental agency or institution,shall enter into It shall be the duty of the Contractor to read, such MOU as soon as possible after the execution become familiar with, and comply with the of the Contract and failure to enter into or to requirements of Article II of Chapter 189 of the perform in accordance with such MOU shall be Suffolk County Code. deemed to be a failure to perform in accordance with the Contract, for which the County may Upon signing the Contract,the Contractor certifies withhold payment, terminate the Contract or that it'has not been convicted of a criminal offense exercise such other remedies as may be appropriate within the last ten (10) years. The term in the circumstances. "conviction"shall mean a finding of guilty after a trial or a plea of guilty to an offense covered under 12. Safeguarding Personal Information of section 189-5 of the Suffolk County Code under Minors "Nonresponsible Bidder." It shall be the duty of the Contractor to read, 9. Use of Funds in Prosecution of Civil Actions become familiar with, and comply with the Prohibited requirements of Suffolk County Local LawNo.20- 2013, a Local Law to Safeguard the Personal It shall be the duty of the Contractor to read, Information of Minors in Suffolk County. become familiar with, and comply with the requirements of Article III of Chapter 893 of the All contract agencies that provide services to Suffolk County Code. minors are required to protect the privacy of the minors and are strictly prohibited from selling or The Contractor shall not use any of the moneys,in otherwise providing to any third party, in any part or in whole, and either directly or indirectly, manner whatsoever, the personal or identifying received under the Contract in connection with the information of any minor participating in their prosecution of any civil action against the County programs. in any jurisdiction or any judicial or administrative Page 19 of 20 Rev.8-1-2018;Law No.18-ED-105A Town of Southold Living Shoreline Demonstration Project First Amendment 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 LawNo.41- 2013, a Charter Law to Implement Performance Measurement to Increase Accountability and Enhance Service Delivery by Contract Agencies (Article VIII of Chapter 189 of the Suffolk County Code). All contract agencies having a contract in excess of $50,000 shall cooperate with the contract's administering department to identify the key performance measures related to the objectives of the service the contract agency provides and shall develop an annual performance reporting plan.The contract agency shall cooperate with the administering department and the County Executive's Performance Management Team to establish working groups to identify appropriate performance indicators for monthly evaluation of the contract agency's performance measures. 14. Suffolk County Local Laws Website Address Suffolk County Local Laws,Rules and Regulations can be accessed on the homepage of the Suffolk County Legislature. 15. Suffolk County Code of Ethics As required by Suffolk County Standard Operating Procedure A-06, the following is a link to the Suffolk County Ethics Booklet,which contains the provisions of the Suffolk County Code of Ethics: htti)-//www.suffolkcountyny.gov/Portals/O/Board ofethics/Code%20of%20Ethics%20Booklet%20- 20New%20Revised%20May%202017.ndf End of Text for Exhibit 2-2018 Page 20 of 20 ��5UFF0(,F�o RESOLUTION 2018-711 a g 3 ADOPTED DOC ID: 14365 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2018-711 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JULY 31, 2018: RESOLVED that the Town Board of the Town of Southold authorizes the Town Supervisor to execute a contract with Cornell Cooperative Exchange in furtherance of Living Shoreline Demonstration Project for$117,600, of which $58,800 is sourced from Suffolk County Grant funds and$58,800 will be a donation of in kind services from Cornell Cooperative Exchange to the Town of Southold, subject to approval from the Town Attorney. ,t1ti k Elizabeth'L A.Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Robert Ghosio, Councilman SECONDER:Louisa P. Evans, Justice AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell 1� � y t RECEIVED AUG 9 2018 Office of the Town Attorney Southold Town Clerk 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: August 9, 2018 Subject: Agreement with Cornell Cooperative Extension Living Shoreline Demonstration Project 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. cc: Accounting r 5 This AGREEMENT made and entered into this May 1, 2018, by and between Town of Southold (hereinafter referred to as "Town"), a municipal corporations organized and existing under and by virtue of the laws of the State of New York (mailing address: c/o Elizabeth A. Neville, Southold Town Clerk, Town Hall, P.O. Box 1179, Southold, New York 11971-0959), party of the first part, and Cornell Cooperative Extension of Suffolk County (hereinafter referred to as "CCE"), with an address at 423 Griffing Avenue, Suite 100, Riverhead, New York, 11901-307, part of the second part. WITNESSETH: That the Town and CCE, for the consideration named hereby, agree as follows: I. PURPOSE The Town hereby retains CCE, on the terms and conditions set forth hereinafter to provide a model to demonstrate how environmentally sustainable techniques can be applied to address shoreline protection, enhance habitat, and improve water quality (Living Shoreline Demonstration Project) , for the Town. II. SPECIFIC SERVICES CCE 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, Cordgrass (Spartina alterniflora) plantings, and hatchery cultivated and collect ribbed mussels (Geukensia demissa) 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 Article I herein. CCE 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. Ill. TIME AND ATTENDANCE: COOPERATION BY THE TOWN The entire Living Shoreline Demonstration Project, as described in paragraphs a-e below, including but not limited to, installation, design, and reporting, shall be completed prior to the expiration of the Term of this Contract. a. Task 1: July-August 2018: 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 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 Town 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: CCE shall submit to the Town draft conceptual plans for three different types of living shoreline designs to be installed at the Project Site. The 1 Town shall review and approve the draft conceptual plans, and if necessary, return the plans to the CCE with comments and alterations prior to plan approval. b. Task 2: August-September 2018: CCE shall follow up with NYSDEC on the status of permit applications. CCE shall prepare for the fall planting and installation season by acquiring the necessary materials for shoreline installations. CCE shall spawn ribbed mussels at the SCMELC shellfish hatchery, attempt to 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 the fall. CCE will collect adult and juvenile ribbed mussels in nearby natural marshes to for use in supplementing the hatchery production for the purposes of outplanting. Deliverable 2: Planting and Shellfish Update: By the end of November 2018, CCE shall submit to the Town 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) fall planting and installation season preparations, including 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: September-November 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 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 July and August with outplanting taking place as early as October, but in some cases the seed mussels will have to be kept over winter. Deliverable 3: Installation and Shellfish Update: By the end of November 2018, CCE shall submit to the Town 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, and (ii) progress of the ribbed mussel spawning and transplanting, including an updated timeline for transplanting. d. Task 4: October-November 2018: CCE shall plant nursery grown ribbed mussels into the shoreline structures. The planting of mussel beds will be supplemented with natural and 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 December 2018, CCE shall submit to the Town a report including, but not limited to, updates regarding the (i) 2 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: November 2019: CCE shall monitor and document overall success of the three types of living shoreline designs installed and with particular emphasis on growth and survival of plant material and mussels. CCE, in conjunction with the Town, shall prepare a Final Report documenting project successes and challenges. The Report will provide recommendations and guidance for the CCE and the County to use for implementation of future living shoreline projects. Deliverable 5: Final Report: By the end of December 2019, the CCE shall submit to the Town 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 implantation of future living shoreline projects. The Final Report submitted to the Town is subject to review and approval by the Town. The Town may, at its sole discretion, provide comments and feedback on the Final Report to CCE, to which CCE will incorporate and re-submit to the Town. This process may be repeated until the Town approves the Final Report. IV. ACCEPTANCE AND FINAL PAYMENT: The total authorized funding is $117,600.00. However CCE has agreed to provide the Town a donation of like kind services totaling $58,800.00 over the course of this project. The Town shall pay CCE 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. Each voucher shall reflect the total cost of each task as well as reflect the like kind services donation value to the Town from CCE. The Town board shall process any voucher received from CCE as expeditiously as possible. In the event that the Town disputes or objects to any portion of any voucher submitted by CCE pursuant to this paragraph, the Town shall, within 30 days of receipt of such voucher, notify Contractor in writing of 3 such dispute or objection. CCE acknowledges that CCE 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. The acceptance by CCE of the final payment shall be, and shall operate as a release to the Town from all claims and all liabilities to the CCE 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 CCE, except CCE'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 CCE or its sureties from any obligations under this contract. The payment schedule for completion of phasing is as follows: • Completion of Task 1: $6,400 ($3,200 to be a Like Kind Donation from CCE, $3,200 to be the Obligation of the Town) 0 Completion of Task 2: $35,700 ($17,850 to be a Like Kind Donation from CCE, $17,850 to be the Obligation of the Town) • Completion of Task 3: $40,250 ($20,125 to be a Like Kind Donation from CCE, $20,125 to be the Obligation of the Town) 0 Completion of Task 4: $25,650 ($12,825 to be a Like Kind Donation from CCE, $12,825 to be the Obligation of the Town) • Completion of Task 5: $9,600 ($4,800 to be a Like Kind Donation from CCE, $4,800 to be the Obligation of the Town) V. CONTRACTOR'S OBLIGATIONS: a) The Town is not contracting with any party to complete the contemplated work. CCE 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 CCE's Subcontractors, and any errors therein shall be corrected at CCE's own cost and expense. In addition, CCE shall indemnify the Town for any claims, costs or expenses attributable to errors in performance by CCE or CCE's Subcontractors. b) CCE agrees that CCE 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 CCE'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 CCE's Work. In no event shall the Town be liable to CCE or any third party for loss of, pilferage, or damage to any of the same, and CCE shall indemnify the Town for the same. 4 c) CCE 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. VI. CONTRACTORS INSURANCE: CCE 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: CCE shall take out and maintain during the life of this Contract Worker's Compensation Insurance for its employees to be assigned to the work hereunder. b) Insurance: CCE 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: 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 VII. REPRESENTATIONS OF CONTRACTOR: CCE 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. VIII. PERMITS AND REGULATIONS: CCE shall apply for, and comply with all permits issued to the Town in connection with the services furnished under this Agreement. 5 IX. TOWN'S RIGHT TO STOP WORK OR TERMINATE CONTRACT: The Town shall have the right to terminate the Contract if: a) CCE is adjudged bankrupt or makes an assignment for the benefit of creditors; or b) A receiver or liquidator is appointed for CCE 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) CCE refuses or fails to prosecute the work or any part thereof with due diligence; or d) CCE fails to make prompt payment to persons supplying labor for the work; or e) CCE fails or refuses to comply with all applicable laws or ordinances; or f) CCE 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. 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 CCE, terminate the employment of CCE and its right to proceed as to the work. In such case, CCE shall not be entitled to receive any further payment beyond what owed in quantum meruit. X. DAMAGES: It is hereby mutually covenanted and agreed that the relation of CCE 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 CCE, its agents, or employees have been negligent. CCE shall hold and keep the Town free and discharged of and from any and all responsibility and liability of any sort or kind. CCE 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 an unforeseen or unusual difficulty. CCE shall make good any damages that may occur in consequence of the work or any part of it. CCE shall assume all blame, loss and responsibility of any nature by reason of neglect or violation of a'ny federal, state, county or local laws, regulations or ordinances. 6 XI. INDEMNITY AND SAVE HARMLESS AGREEMENT: CCE 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 CCE and from and against any damages, claims, or expenses, including reasonable attorney's fees, arising out of CCE's breach of the Agreement or from CCE's acts or omissions outside the scope of the Agreement or arising out of claims or actions by third parties against CCE by virtue of his performance of this Agreement XII. NO ASSIGNMENT: In accordance with the provisions of section 109 of the General Municipal Law, CCE 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. XIII. 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, CCE shall, among other things, fully comply with: 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 person required by Labor Law section 222. e) Eight-hour workday as required by Labor Law section 220(2). XIV. PREVAILING WAGE RATES REQUIRED BY LAW: a) The parties hereto, in accordance with the provisions of section 220(3) of the Labor Law, hereby agree that there shall be paid each employee engaged in work under this Contract not less than the wage rate and supplements set opposite the trade or occupation in which he/she is engaged, as listed on Exhibit A attached hereto and made a part of this Agreement, which are the wage rates and supplements established as the prevailing rate of wages for the work covered by this Contract. 7 b) Labor classifications not appearing on the schedule of wages can be used only with the consent of the Owner and then the rate to be paid will be given by the Owner after being advised by the Department of Labor c) CCE shall post in a prominent and accessible place on the site of the work a legible statement of all wage rates and supplements, as specified in the Contract, for the various classes of mechanics, workingmen/women, or laborers employed on the work. XV. AUTHORITY FOR EXECTION 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 therefor held on 31 W . Scott A. Russell, Supervisor, whose signature appears hereafter, is duly authorized and empowered to executed 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, XVI. 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 XVII. 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. XVIII. MODIFICATION: 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. XIX. APPLICABLE LAW: This Agreement is governed by the laws of the State of New York. 8 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 CCE has caused these presents to be signed by its President, the day and year first above written. Cornell Cooperative Extension By: /L Al�-- Name: Timoth J. Hopkins President Board of Directors Town of Southo By: Scott A. ussell, Supervisor 9 EXHIBIT A 2018 Living Shoreline Demonstration Project Contractual Expense: Suffolk County Marine Environmental Learning Center-Staff and Equipment: $58,800.00 The above presents the contractual expenses needed to implement a Living Shoreline model to demonstrate how environmentally sustainable techniques can be applied to address shoreline protection, enhance habitat, and improve water quality. CCE 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, Cordgrass (Spartina alterniflora) plantings, and hatchery cultivated and collect ribbed mussels (Geukensia demissa) will be placed at the Project Site to provide shoreline stabilization, improve habitat, reduce nitrogen, and enhance ecosystem services. 10