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HomeMy WebLinkAboutPump-out Boat ORIGINAL, RECEIVED Office of the Town Attorney OCT 1 5 2018 Town of Southold Southold Town Clerk 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: October 12, 2018 Subject: Agreement between Town of Southold and The County of Suffolk Department of Economic Development & Planning 2018 Pump-out Boat 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 r' Rev.7-20-2018 Law No.18-ED-212 Town of Southold Pump-Out Boat Intermunicipal Agreement Town of Southold Pump-Out Boat This Contract ("the Contract") is between the County of Suffolk ("the County"), a municipal corporation of the State of New York,acting through its duly constituted Department of Economic Development and Planning ("the Department"), located at H. Lee Dennison Building, 100 Veterans Memorial Highway, Hauppauge,NY 11788; and Town of Southold ("the Contractor" or"Town"),a municipal corporation of the State of New York, having an address at 53095 Route 25 Southold,New York,,11971. The Contractor has been designated to receive funds from the County for the Pump-Out Boat project ("the Services") as set forth in Article I, entitled"Description of Services." Term of the Contract:July 1,2018 through December 31,2018,unless earlier terminated as provided for herein. Total Cost of the Contract:Shall not exceed $19,700.00,to be paid as set forth in Article H, attached. Terms and Conditions: Shall be as set forth in Articles I and E and Exhibits 1 and 2, attached hereto and made a part hereof. [Contract Continues on Next Page] Page 1 of 20 v A ' ► • Rev.7-20-2018 Law No. 18-ED-212 Town of Southold Pump-Out Boat In Witness Whereof,the parties hereto have executed the CQTtract as of the latest date written below. TOWN OF SOUTH D COUNTY SUFFOLK By: By: Name S"C®-r ,A.2u sse►1 Dennis M. }ohen Title -TV p2 rv,s®v' Chief Deputy County Executive Fed.Tax II# i 1- 6001939 Date: �oe�� Date ereby Approved: certifies under penalties of perjury that I am an Department of Economic Development and Planning officer of the Town of Southold,that I have read and By: 4z. � Q I am familiar with§A5-8 of Article V of the Suffolk Theresa Ward County Code,and the Town of Southold meets all Deputy County Executive and Commissioner requirements to qualify for exemption thereunder. Date Name: S a M Ct , `�_U&Soc( Date: ZS I Approved as to Form: Dennis M.Brown County Attorney By: M0,9ak !a Maria L,Nida Assistant County Attorney Date Page 2 of 20 Rev.7-20-2018 Law No. 18-ED-212 Town of Southold Pump-Out Boat List of Articles &Exhibits Article I Description of Services 1. Conflicting Provisions 2. Services Article II Financial Terms and Conditions 1. Conflicting Provisions 2. General Payment Terms 3. Agreement Subject to Appropriation of Funds 4. Accounting Procedures 5. Audit 6. Comptroller's Rules and Regulations for Consultant's Agreements 7. Specific Payment Terms and Conditions Exhibit 1 County Terms and Conditions 1. Elements of Interpretation 2. Meanings of Terms 3. Contractor Responsibilities 4. Qualifications,Licenses, and Professional Standards 5. Notifications 6. Documentation of Professional Standards 7. Credentialing 8. Engineering Certificate 9. Termination 10.Indemnification and Defense 11.Insurance 12. Independent Contractor 13. Severability 14. Merger;No Oral Changes 15. Set-Off Rights 16.Non-Discrimination in Services 17.Nonsectarian Declaration 18. Governing Law 19.No Waiver 20. Conflicts of Interest 21. Cooperation on Claims 22. Confidentiality 23.Assignment and Subcontracting 24. Changes to Contractor 25.No Intended Third Party Beneficiaries 26. Certification as to Relationships 27. Publications Page 3 of 20 l, '4 v Rev.7-20-2018 Law No.18-ED-212 Town of Southold Pump-Out Boat 28. Copyrights and Patents 29.Arrears to County 30. Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future Construction 31. Record Retention 32. Certification Regarding Lobbying 33.Notice Exhibit 2 Suffolk County Legislative Requirements 1. Contractor'sNendor's Public Disclosure Statement 2. Living Wage Law 3. Use of County Resources to Interfere with Collective Bargaining Activities 4. Lawful Hiring of Employees Law 5. Gratuities 6. Prohibition Against Contracting with Corporations that Reincorporate Overseas 7. Child Sexual Abuse Reporting Policy 8. Non Responsible Bidder 9. Use of Funds in Prosecution of Civil Actions Prohibited 10. Youth Sports 11. Work Experience Participation 12. Safeguarding Personal Information of Minors 13. Contract Agency Performance Measures and Reporting Requirements 14. Suffolk County Local Laws Website Address 15. Suffolk County Code of Ethics Attachments Attachment A- Southold Town Resolution No. 2018-233 Attachment B - Southold Town Resolution No. 2018-236 Attachment C - Suffolk County Resolution No. 529-2018 Attachment D -Pump Out Boat Quote from Marine Boatbuilders Co. Page 4 of 20 Rev.7-20-2018 Law No. 18-ED-212 Town of Southold Pump-Out Boat Article I Description of Services Whereas, the Town of Southold proposed the Pump-Out Boat project to purchase a replacement vessel for continuation of the Pump-Out Boat Program within the Town of Southold ("Pump-Out Boat Project"); and Whereas, Suffolk County First District Legislator Al Krupski agreed to sponsor the Pump-Out Boat project; and Whereas,the Suffolk County Water Quality Protection and Restoration Program Review Committee ("WQPRP Review Committee") approved the use of Suffolk County Water Quality Protection and Restoration Program and Land Stewardship Initiative funds("Water Quality Funds")for the Pump-Out Boat Project during the May 2,2018 meeting of the WQPRP Review Committee; and Whereas,pursuant to Town of Southold Resolution No.2018-233,adopted at the Town Board meeting on February 27,2018(Attachment A),the Town determined that funding and all underlying activities proposed to be conducted in connection with the Pump-Out Boat Project,the proposed action,represent a Type H Action pursuant to the New York State Environmental Quality Review Act(SEQRA).Therefore the SEQRA review is complete and no further action needs to be taken by the County of Suffolk; and Whereas,pursuant to Town of Southold Resolution No.2018-236,adopted at the Town Board meeting on February 27,2018 (Attachment B),the Town of Southold authorized the Southold Town Board of Trustees to submit a grant application to Suffolk County for the Pump-Out Boat Project,agreed to the 50%matching funds requirement,and authorized the Town Supervisor to enter into an Intermunicipal Agreement with the County for the Pump-Out Boat Project; and Whereas,pursuant to Suffolk County Resolution No. 529-2018(Attachment C),the County amended the adopted 2018 operating budget to transfer funds from Fund 477 Water Quality Protection,amended the 2018 Capital Budget and Program,and appropriated funds in the amount of$19,700 in connection with the Pump-Out Boat Project; and Whereas,pursuant to Suffolk County Resolution No. 529-2018 (Attachment C), the Suffolk County Legislature authorized the County Executive to execute an Intermunicipal Agreement with the Town to conduct the Pump-Out Boat Project; and Whereas,the acquisition of a replacement Pump-Out Boat will provide pump-out service free of charge to any and all boaters located in State, County, Town, and Village waters within the Peconic Estuary along the 30 miles of coastline between the North Fork hamlets of Laurel and Orient; and Whereas,the Town of Southold Pump-Out Boat Program was initiated eleven years ago with the assistance ofNew York State and the County and has been a great success in the effort to maintain and improve water quality of the Peconic Estuary; and Whereas, the first pump-out boat purchased by the Town of Southold eleven years ago for the Pump-Out Boat Program is suffering from age and use and it is more cost effective to purchase a new boat rather than make \extensive repairs to the already aging and failing vessel; and Page 5 of 20 Rev.7-20-2018 Law No.18-ED-212 Town of Southold Pump-Out Boat Whereas,the Peconic Estuary is a federally designated Vessel Waste No Discharge Zone; and Whereas,to comply with the Vessel Waste No Discharge Zone, boaters who use their Type III marine sanitation device(holding tank)must use a pump-out boat or station for sewage disposal; and Whereas, continuation of the Pump-Out Boat Program within the Town will help keep waters safe and clean for swimming and recreation and protect shellfish beds in the Peconic Estuary; Now Therefore,in consideration of the mutual provisions and covenants hereafter set forth,the parties hereto agree as follows: 1. Conflicting Provisions In the event of any conflict between this Article I and any other provision to this Contract, such other provision shall prevail unless it is expressly stated that this Article I shall prevail. 2. Services a. The Contractor shall purchase a new 23 foot pump-out boat with a 420 gallon tank from Marine Boatbuilders Co.that shall replace the aging and failing 11 year old vessel currently in use to provide services for the Town's Pump-Out Boat Program. The new vessel shall provide free pump-out services to any and all boaters located in State,County, Town, and Village waters within the Peconic Estuary along the 30 miles of coastline between the North Fork hamlets of Laurel and Orient during the summer months, June through September. b. The Contractor shall affix signage to the Pump-Out Boat,which is visible to the public indicating that the vessel is partially funded by the Suffolk County Water Quality Protection and Restoration Program and Land Stewardship Initiative. End of Text for Article I Page 6 of 20 y � Rev.7-20-2018 Law No.18-ED-212 'town of Southold Pump-Out Boat Article II Financial Terms and Conditions 1. Conflicting Provisions In the event of any conflict between any provision in this Article II and an exhibit to this Contract, the exhibit shall prevail, unless it is expressly stated in the conflicting provision in this Article I1 that it shall prevail over the exhibit. 2. General Payment Terms a. Presentation of Suffolk County Payment Voucher In order for payment to be made by the County to the Contractor for the Services, the Contractor shall prepare and present a Suffolk County Payment Voucher(Voucher),which shall be documented by sufficient,competent and evidential matter. Each Suffolk County Payment Voucher submitted for payment is subject to Audit at any time during the Term or any extension thereof. This provision shall survive expiration or termination of this Contract for a period of not less than seven(7)years, and access to records shall be as set forth in paragraph 31 of Exhibit 1,and paragraph 4(b)of Article II. b. Voucher Documentation The Suffolk County Payment Voucher shall list all information regarding the Services and other items for which expenditures have been or will be made in accordance with the Contract. Either upon execution of the Contract(for the Services already rendered and expenditures already made),or not more than thirty(30)days after the expenditures were made,and in no event after the 31 Sc day of January following the end of each year of the Contract,the Contractor shall furnish the County with detailed documentation in support of the payment for the Services or expenditures under the Contract,e.g.,dates of the Service,worksite locations,activities,hours worked,and pay rates for all Services. The Suffolk County Payment Voucher shall include time records, certified by the Contractor as true and accurate, of all personnel for whom expenditures are claimed during the period. All Suffolk County Payment Vouchers must bear a signature as that term is defined pursuant to New York State General Construction Law§46 by duly authorized persons. Disbursements made by the Contractor in accordance with the Contract and submitted for reimbursement must be documented and must comply with accounting procedures as set forth by the Suffolk County Department of Audit and Control. C. Payment by County Payment by the County shall be made within thirty(30) days after approval of the Voucher by the Comptroller. d. Final Voucher The acceptance by the Contractor of payment of all billings made on an approved voucher shall Page 7 of 20 Rev.7-20-2018 Law No.18-ED-212 Town of Southold Pump-Out Boat operate as and shall be a release of the County from all claims by the Contractor through the date of the Voucher. 3. Subject to Appropriation of Funds a. The Contract is subject to the amount of funds appropriated each fiscal year and any subsequent modifications thereof by the County Legislature, and no liability shall be incurred by the County beyond the amount of funds appropriated each fiscal year by the County Legislature for the Services. b. If the County fails to receive Federal or State funds originally intended to pay for the Services, or to reimburse the County, in whole or in part, for payments made for the Services, the County shall have the sole and exclusive right to: i.) determine how to pay for the Services; ii.) determine future payments to the Contractor; and iii.) determine what amounts, if any, are reimbursable to the County by the Contractor and the terms and conditions under which such reimbursement shall be paid. 4. Accounting Procedures a. The Contractor shall maintain accounts,books,records,documents,other evidence,and accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of the Contract, in accordance with generally accepted accounting principles and with rules,regulations and financial directives,as may be promulgated by the Suffolk County Department of Audit and Control and the Department. The Contractor shall permit inspection and audit of such accounts,books,records,documents and other evidence by the Department and the Suffolk County Comptroller, or their representatives, as often as, in their judgment, such inspection is deemed necessary. Such right of inspection and audit as set forth in subparagraph (b) below shall exist during the Term and for a period of seven (7) years after expiration or termination of the Contract. b. The Contractor shall retain all accounts,books,records,and other documents relevant to the Contract for seven(7)years after final payment is made by the County. Federal,State,and/or County auditors and any persons duly authorized by the County shall have full access and the right to examine any of said materials during said period. Such access is granted notwithstanding any exemption from disclosure that may be claimed for those records which are subject to nondisclosure agreements, trade secrets and commercial information or financial information that is privileged or confidential. 5. Audit a. All payments made under the Contract are subject to audit by the Comptroller pursuant to Article V of the Suffolk County Charter. The Contractor further agrees that the Comptroller and the Department shall have access to and the right to examine, audit, excerpt, copy or transcribe any Page 8 of 20 Rev.7-20-2018 Law No. 18-ED-212 'down of Southold Pump-Out Boat pertinent transactions or other records relating to Services under the Contract. If such an audit discloses overpayments by the County to the Contractor,within thirty(3 0)days after the issuance of an official audit report by the Comptroller or his duly designated representatives,the Contractor shall repay the amount of such overpayment by check to the order of the Suffolk County Comptroller or shall submit a proposed plan of repayment to the Comptroller. If there is no response, or if satisfactory repayments are not made,the County may recoup overpayments from any amounts due or becoming due to the Contractor from the County under the Contract or any other Fund Source. b. The provisions of this paragraph shall survive the expiration or termination of the Contract for a period of seven(7)years,and access to records shall be as set forth in paragraph 31 of Exhibit 1,and paragraph 4(b) of Article H. 6. Comptroller's Rules and Regulations for Consultant's Agreements The Contractor shall comply with the"Comptroller's Rules and Regulations for Consultant's Agreements" as promulgated by the Department of Audit and Control of Suffolk County and any amendments thereto during the Term of the Contract. The"Comptroller's Rules and Regulations for Consultant's Agreements" may be viewed online at the County's website, SuffolkCountyny.gov; go to "Government," then "Comptroller,"then "Consultant's Agreements." 7. Specific Payment Terms and Conditions a. Project Cost The total cost of the Pump-Out Boat is $98,761.00 as quoted by Marine Boatbuilders Co. on July 20, 2018 (Attachment D). b. County Funding Pursuant to the terms of Suffolk County Resolution No.529-2018(Attachment C),the County shall reimburse the Contractor for up to $19,700.00 for the Pump-Out Boat. The County shall not be responsible for any costs which exceed the Total Cost of the Contract on the first page of the Contract. C. Matching Funds i) The Contractor may not use the County funds granted under this Contract as matching funds for this project or any other federal, state, or other grant program unless specifically authorized by written consent from the County. ii) New York State Environmental Facilities Corporation Clean Vessel Assistance Program funds have been awarded to the Contractor in the amount of$60,000.00 for the Pump-Out Boat. iii) The Town of Southold is providing$19,061 in local funding. Page 9 of 20 1, Rev.7-20-2018 Law No.18-ED-212 Town of Southold Pump-Out Boat d. Submission of Voucher Payment to the Contractor for the County funds granted under this Contract shall be made upon purchase of the Pump-Out Boat.The Contractor shall submit a Suffolk County Payment Voucher for its expenses.The Suffolk County Payment Voucher shall document the expenses to be reimbursed by the County as well as the expenses incurred by the Contractor as part of its match.The Contractor is responsible for any costs which are not reimbursed or reimbursable under this Contract. Additional funding necessary to complete the project shall be provided as determined by the Contractor. End of Text for Article II Page 10 of 20 Rev.7-20-2018 Law No. 18-ED-212 Town of Southold Pump-Out Boat insurance required by the Contract with an insurer Exhibit 1 that has designated the New York Superintendent County Terms and Conditions of Insurance as its lawful agent for service of process;or 1. Elements of Interpretation d• The Contractor's failure to comply with As used throughout the Contract: any Federal,State or local law,rule,or regulation, and County policies or directives;or a. Words of the masculine gender shall mean and e. The Contractor's bankruptcy or include correlative words of the feminine and neuter genders insolvency;or and words importing the singular number shall mean and include the plural number and vice versa. Words importing f. The Contractor's failure to cooperate in persons shall include firms, associations, partnerships an Audit;or (including limited partnerships), trusts, corporations and other legal entities,including public bodies,as well as natural 9. The Contractor's falsification of records persons,and shall include successors and assigns, or reports, misuse of funds, or malfeasance or b. Capitalized terms used,but not otherwise defined nonfeasance in financial record keeping arising out herein, shall have the meanings assigned to them in the of, or in connection with, any contract with the County;or Contract. h. The Contractor's failure to submit, or 2. Meanings of Terms failure to timely submit, documentation to obtain Federal or State funds;or As used in the Contract: i. The inability of the County or the "Comptroller"means the Comptroller of the County of Suffolk. Contractor to obtain Federal or State funds due to any act or omission of the Contractor;or "Contract"means all terms and conditions herein forming all rights and obligations of the Contractor and the County. j. Any condition the County determines,in its sole discretion,that is dangerous. "Contractor" means the signatory person, partnership, corporation, association or other entity, its officers, officials, employees, agents, 'Federal"means the United States government, its departments and servants,sub-contractors,volunteers, and any successor or assign of agencies. any one or more of the foregoing performing the Services. "Fund Source" means any direct or indirect sum payable to the "County"means the County of Suffolk,its departments,and agencies. Contractor by the County pursuant to any lawful obligation. "County Attorney" means the County Attorney of the County of "Legislature"means the Legislature of the County of Suffolk. Suffolk. "Services"means all that which the Contractor must do,and any part "Department"means the signatory department approving the Contract. thereof arising out of,or in connection with,the Contract as described in Article I"Description of Services." "Engineering Services" means the definition of the practice of engineering and the definition of practice of land surveying,as the case "State"means the State of New York. may be,under Section 7201 and Section 7203 of the State Education Law,respectively. "Suffolk County Payment Voucher"means the document "Event of Default"means authorized and required by the Comptroller for release of payment. a. the Contractor's failure to perform any "Term"means the time period set forth on page one of the Contract duty required of it under paragraphs 4 through 7 of and,if exercised by the County,the option period. this Exhibit 1 of the Contract;or 3. Contractor Responsibilities b. the Contractor's failure to maintain the amount and types of insurance with an authorized a• It shall be the duty of the Contractor to discharge, insurer as required by the Contract;or or cause to be discharged, all of its responsibilities, and to administer funds received in the interest of the County in C. the Contractor's failure to maintain accordance with the provisions of the Contract. Page 11 of 20 Rev.7-20-2018 Law No. 18-ED-212 Town of Southold Pump-Out Boat b. The Contractor shall promptly take all action as 7. Credentialing may be necessary to render the Services. a. In the event that the Department,or any division C. The Contractor shall not take any action that is thereof, maintains a credentialing process to qualify the inconsistent with the provisions of the Contract. Contractor to render the Services, the Contractor shall complete the required credentialing process. In the event that d. Services provided under this Contract shall be open any State credential, registration, certification, or license, to all residents of the County. Drug Enforcement Agency registration, or Medicare or Medicaid certification is restricted,suspended,or temporarily or permanently revoked, it is the duty of the Contractor to 4. Qualifications,Licenses,and Professional Standards contact the Department,or division thereof,as the case may be, in writing, no later than three (3) days after such a. The Contractor represents and warrants that it has, restriction,suspension,or revocation. and shall continuously possess,during the Term,the required licensing,education, knowledge, experience, and character b. The Contractor shall forward to the Department,or necessary to qualify it to render the Services. division thereof,as the case may be, on or before July 1 of each year during the Term,a complete list of the names and b. The Contractor shall continuously have during the addresses of all persons providing the Services, as well as Term all required authorizations,certificates,certifications, their respective areas of certification, credentialing, registrations,licenses,permits,and other approvals required registration,and licensing. by Federal, State, County, or local authorities necessary to qualify it to render the Services. 8. Engineering Certificate 5. Notifications In the event that the Contract requires any Engineering Services,the Contractor shall submit to the County,no later a. The Contractor shall immediately notify the than the due date for submission for approval of any County, in writing, of any disciplinary proceedings, engineering work product, the Certificate of Authorization commenced or pending, with any authority relating to a ("Certificate"),issued pursuant to § 7210 of the New York license held by any person necessary to qualify him or the Education Law,of every person performing any Engineering Contractor to perform the Services. Services. The failure to file, submit or maintain the Certificate shall be b. In the event that a person is no longer licensed to perform the Services,the Contractor must immediately notify grounds for rejection of any engineering work product the County,but in no event shall such notification be later submitted for approval. than five(5)days after a license holder has lost the license required to qualify the license holder or the Contractor to 9. Termination perform the Services. a. Thirty Days Termination C. In the event that the Contractor is not able to The County shall have the right to terminate the perform the Services due to a loss of license,the Contractor Contract without cause, for any reason, at any time, upon shall not be reimbursed for the Services rendered after the such terms and conditions it deems appropriate, provided, effective date of termination of such license. Without however,that no such termination shall be effective unless limiting the generality of the foregoing, if any part of the the Contractor is given at least thirty(30)days notice. Contract remains to be performed,and the termination of the license does not affect the Contractor's ability to render the b. Event of Default;Termination on Notice Services,every other term and provision of the Contract shall be valid and enforceable to the fullest extent permitted by i.) The County may immediately terminate law. the Contract, for cause, upon such terms and conditions it deems appropriate, in the Event of 6. Documentation of Professional Standards Default. The Contractor shall maintain on file, in one location in ii.) If the Contractor defaults under any other Suffolk County, all records that demonstrate that it has provision of the Contract, the County may complied with paragraphs 4 and 5 above. The address of the terminate the Contract, on not less than five (5) location of the aforesaid records and documents shall be days notice, upon such terms and conditions it provided to the County no later than the date of execution of deems appropriate. the Contract. Such documentation shall be kept,maintained, and available for inspection by the County upon twenty-four C. Termination Notice (24)hours notice. Any notice providing for termination shall be Page 12 of 20 Rev.7-20-2018 Law No. 18-ED-212 Town of Southold Pump-Out Boat delivered as provided for in paragraph 33 of this servants, officials, and employees in any proceeding or Exhibit 1. action, including appeals, arising out of, or in connection with, the Contract, and any copyright infringement d. Duties upon Termination proceeding or action. Alternatively,at the County's option, the County may defend any such proceeding or action and i.) The Contractor shall discontinue the require the Contractor to pay reasonable attorneys' fees or Services as directed in the termination notice. salary costs of County employees of the Department of Law for the defense of any such suit. ii.) Subject to any defenses available to it, the County shall pay the Contractor for the 11. Insurance Services rendered through the date of termination. a. The Contractor shall continuously maintain,during iii.) The County shall be released from any the Term of the Contract,insurance in amounts and types as and all liability under the Contract,effective as of follows: the date of the termination notice. i.) Commercial General Liability iv.) Upon termination, the Contractor shall insurance,including reimburse the County the balance of any funds advanced to the Contractor by the County no later contractual liability coverage, an amount not than thirty (30) days after termination of the less than Two Million Dollars($2,000,000.00) Contract. The provisions of this per occurrence for bodily injury and Two Million Dollars($2,000,000.00)per occurrence for property damage. The County shall subparagraph shall survive the expiration or be named an additional insured. termination of the Contract. ii.) Automobile Liability insurance(if any V.) Nothing contained in this paragraph shall non-owned or owned vehicles are used by the be construed as a limitation on the County's rights Contractor in the performance of the Contract)in set forth in paragraphs 5(c)and 15 of this Exhibit an amount not less than Five Hundred Thousand 1 Dollars($500,000.00)per person,per accident,for bodily injury and not less than One Hundred Thousand Dollars ($100,000.00) for property 10. Indemnification and Defense damage per occurrence.The County shall be named an additional insured. a. The Contractor shall protect,indemnify,and hold harmless the County, its agents, servants, officials, and iii.) Workers' Compensation and employees from and against all liabilities, fines, penalties, Employer's Liability insurance in compliance actions,damages,claims,demands,judgments,losses,suits with all applicable New York State laws and or actions,costs,and expenses caused by the negligence or regulations and Disability Benefits insurance, if any acts or omissions of the Contractor, including required by law. The Contractor shall furnish to reimbursement of the cost of reasonable attorneys' fees the County,prior to its execution of the Contract, incurred by the County, its agents, servants, officials, and the documentation required by the State of New employees in any action or proceeding arising out of or in York Workers' Compensation Board of coverage connection with the Contract. or exemption from coverage pursuant to§§57 and 220 of the Workers' Compensation Law. In b. The Contractor hereby represents and warrants that accordance with General Municipal Law§108,the it will not infringe upon any copyright in performing the Contract shall be void and of no effect unless the Services. The Contractor agrees that it shall protect, Contractor shall provide and maintain coverage indemnify,and hold harmless the County,its agents,servants, during the Term for the benefit of such employees officials,and employees from and against all liabilities,fines, as are required to be covered by the provisions of penalties, actions, damages, claims, demands,judgments, the Workers'Compensation Law. losses,suits or actions,costs,and expenses arising out of any claim asserted for infringement of copyright, including iv.) Professional Liability insurance in an reimbursement of the cost of reasonable attorneys' fees amount not less than Two Million Dollars incurred by the County, its agents, servants, officials, and ($2,000,000.00) on either a per-occurrence or employees in any action or proceeding arising out of or in claims-made coverage basis. connection with any claim asserted for infringement of copyright. b. The County may mandate an increase in the liability limits set forth in the immediately preceding paragraphs C. The Contractor shall defend the County,its agents, (11)(a)(i),(ii),and(iv). Page 13 of 20 Rev.7-20-2018 Law No.18-ED-212 Town of Southold Pump-Out Boat C. All policies providing such coverage shall be issued by insurance companies authorized to do business in New It is expressly agreed that the Contract represents the entire York with an A.M.Best rating of A-or better. agreement of the parties and that all previous understandings are herein merged in the d. The Contractor shall furnish to the County,prior to Contract. No modification of the Contract shall be valid the execution of the Contract, unless in written form and executed by both parties. 15. Set-Off Rights declaration pages for each policy of insurance and certificates, other than a policy for commercial general The County shall have all of its common law,equitable,and liability insurance, and upon demand, a true and certified statutory rights of set-off.These original copy of each such policy evidencing compliance with the aforesaid insurance requirements. rights shall include,but not be limited to,the County's option to withhold from a Fund Source an amount no greater than e. In the case of commercial general liability insurance any moneys due and owing to the County for any reason. The the Contractor shall furnish to the County, prior to the County shall exercise its set-off rights subject to approval by execution of the Contract, a declaration page or insuring the County Attorney. In cases of set-off pursuant to a agreement and endorsement page evidencing the County's Comptroller's audit,the County shall only exercise such right status as an additional insured on said policy, and upon after the finalization thereof,and only after consultation with demand, a true and certified original copy of such policy the County Attorney. evidencing compliance with the aforesaid insurance requirements. 16. Non-Discrimination in Services f. All evidence of insurance shall provide for the a. The Contractor shall not,on the grounds of race, County to be notified in writing thirty(30)days prior to any creed, color, national origin, sex, age, disability, sexual cancellation,nonrenewal,or material change in the policy to orientation,military status,or marital status: which such evidence relates. It shall be the duty of the Contractor to notify the County immediately of any i.) deny any individual the Services cancellation,nonrenewal,or material change in any insurance provided pursuant to the Contract;or policy. ii.) provide the Services to an individual that g. In the event the Contractor shall fail to provide is different,or provided in a different manner,from evidence of insurance,the County may provide the insurance those provided to others pursuant to the Contract; required in such manner as the County deems appropriate and or deduct the cost thereof from a Fund Source. iii.) subject an individual to segregation or separate treatment in any matter related to the 12. Independent Contractor individual's receipt of the Services provided pursuant to the Contract;or The Contractor is not, and shall never be, considered an employee of the County for any purpose. Notwithstanding iv.) restrict an individual in any way from any anything herein, the Contract shall not be construed as advantage or privilege enjoyed by others receiving creating a principal-agent relationship between the County the Services provided pursuant to the Contract;or and the Contractor or the Contractor and the County,as the v.) treat an individual differently from others case may be. in determining whether or not the individual satisfies any eligibility or other requirements or 13. Severability conditions which individuals must meet in order to receive the Services provided pursuant to the It is expressly agreed that if any term or provision of the Contract. Contract, or the application thereof to any person or circumstance,shall be held invalid or unenforceable to any b. The Contractor shall not utilize criteria methods o extent,the remainder of the Contract, or the application of of administration which have the effect of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable,shall not subjecting individuals to discrimination because of their race, be affected thereby,and every other term and provision ofthe creed, color, national origin, sex, age, disability, sexual Contract shall be valid and shall be enforced to the fullest orientation,military status,or marital status,or have the effect extent permitted by law. of substantially impairing the Contract with respect to individuals of a 14. Merger;No Oral Changes particular race, creed, color, national origin, sex, age, Page 14 of 20 Rev.7-20-2018 Law No. 18-ED-212 Town of Southold Pump-Out Boat disability,sexual orientation,military status,or marital status, employees or designated representatives arising out of,or in in determining: connection with,the Contract. i.) the Services to be provided,or 22. Confidentiality ii.) the class of individuals to whom,or the Any document of the County,or any document created by the situations in which,the Services will be provided; Contractor and used in rendering the Services,shall remain or the property of the County and shall be kept confidential in iii.) the class of individuals to be afforded an accordance with applicable laws,rules,and regulations. opportunity to receive the Services. 23. Assignment and Subcontracting 17. Nonsectarian Declaration a. The Contractor shall not delegate its duties under The Services performed under the Contract are secular in the Contract,or assign,transfer,convey,subcontract,sublet, nature. No funds received pursuant to the Contract shall be or otherwise dispose of the Contract,or any of its right,title used for sectarian purposes or to further the advancement of or interest therein,or its power to execute the Contract, or any religion. The Services will be available to all eligible assign all or any portion of the moneys that may be due or individuals regardless of religious belief or affiliation. become due hereunder, (collectively referred to in this paragraph 23 as"Assignment"),to any other person,entity or thing without the prior written consent of the County,and any 18. Governing Law attempt to do any of the foregoing without such consent shall be void ab initio. The Contract shall be governed by and construed in accordance with the laws of the State of New York,without b. Such Assignment shall be subject to all of the regard to conflict of laws. Venue shall be designated in the provisions of the Contract and to any other condition the Supreme Court, Suffolk County,the United States District County requires. No approval of any Assignment shall be Court for the Eastern District ofNew York,or,if appropriate, construed as enlarging any obligation of the County under the a court of inferior jurisdiction in Suffolk County. terms and provisions of the Contract. No Assignment of the Contract or assumption by any person of any duty of the 19. No Waiver Contractor under the Contract shall provide for,or otherwise be construed as,releasing the Contractor from any term or It shall not be construed that any failure or forbearance of the provision of the Contract. County to enforce any provision of the Contract in any particular instance or instances is a waiver of that provision. 24. Changes to Contractor Such provision shall otherwise remain in full force and effect, notwithstanding any such failure or forbearance. a. The Contractor may, from time to time,with the County's consent,enter into a Permitted Transfer. 20. Conflicts of Interest For purposes of the Contract,a Permitted Transfer means: The Contractor shall not,during the Term,pursue a course of conduct which would cause a reasonable person to believe i.) if the Contractor is a partnership, the that he or she is likely to be engaged in acts that create a withdrawal or change,voluntary,involuntary or by substantial conflict between its obligations under the Contract operation of law, of the partners,.or transfer of and its private interests. The Contractor is charged with partnership interests (other than the purchase of the duty to disclose to the County the existence of any such partnership interests by existing partners, by the adverse interests,whether existing or partnership itself or the immediate family members by reason of giff,sale or devise),or the dissolution potential. This duty shall continue as long as the Term. The of the partnership without immediate reconstitution determination as to whether or when a conflict may thereof,and potentially exist shall ultimately be made by the County Attorney after full disclosure is obtained. � ii.) if the Contractor is a closely held corporation(i.e.whose stock is not publicly held and 21. Cooperation on Claims not traded through an exchange or over the counter), The Contractor and the County shall render diligently to each 1. the dissolution, merger, other, without compensation, any and all cooperation that consolidation or other reorganization of may be required to defend the other party,its employees and the Contractor, designated representatives against any claim, demand or 2. the sale or other transfer of action that may be brought against the other party, its twenty percent (20%) or more of the Page 15 of 20 Rev.7-20-2018 Law No. 18-ED-212 Town of Southold Pump-out Boat shares of the Contractor (other than to existing shareholders, the corporation ii.) such consent shall not be deemed consent itself or the immediate family members to any further transfers. of shareholders by reason of gift,sale or devise). 25. No Intended Third Party Beneficiaries b. If the Contractor is a not-for-profit corporation,a The Contract is entered into solely for the benefit of the change of twenty percent (20%) or more of its shares or County and the Contractor. No third party shall be deemed a members shall be deemed a Permitted Transfer. beneficiary of the Contract and no third party shall have the right to make any claim or assert any right under the Contract. C. The Contractor shall notify the County in writing, which notice(the"Transfer Notice")shall include: 26. Certification as to Relationships i.) the proposed effective date of the The Contractor certifies under penalties of perjury that,other Permitted Transfer, which shall not be less than than through the funds provided in the Contract and other thirty(30)days nor more than one hundred eighty valid agreements with the County,there is no known spouse, (180)days after the date of delivery of the Transfer life partner, business, commercial, economic, or financial Notice; relationship with the County or its elected officials. The Contractor also certifies that there is no relationship within ii.) a summary of the material terms of the the third degree of consanguinity, between the Contractor, proposed Permitted Transfer, any of its partners, members, directors, or shareholders owning five percent(5%)or more of the iii.) the name and address of the proposed transferee, Contractor,and the County. The foregoing certification shall not apply to a contractor that is a municipal corporation or a iv.) such information reasonably required by government entity. the County, which will enable the County to determine the financial responsibility, character, 27. Publications and reputation of the proposed transferee,nature of the proposed assignee/transferee's business and Any book, article,report,or other publication related to the Services experience; provided pursuant to this Contract shall contain the following statement in clear and legible print: V.) all executed forms required pursuant to Exhibit 2 of the Contract,that are required to be "This publication is fully or partially funded by the County of submitted by the Contractor;and Suffolk." Vi.) such other information as the County 28. Copyrights and Patents may reasonably require. a. Copyrights d. The County agrees that any request for its consent to a Permitted Transfer shall be granted provided that the Any and all materials generated by or on behalf of the transfer does not violate any provision of the Contract,and Contractor while performing the Services(including,without limitation, the transferee has not been convicted of a criminal offense as designs,images,video,reports,analyses,manuals,films,tests,tutorials, described under Article II of Chapter 189 of the Suffolk and any other work product of any kind)and all intellectual property County Code. The County shall grant or deny its consent to rights relating thereto ("Work Product") are and shall be the sole any request of a Permitted Transfer within twenty(20)days property of the County. The Contractor hereby assigns to the County its after delivery to the County of the Transfer Notice, in entire right,title and interest,if any,to all Work Product,and agrees to accordance with the provisions of Paragraph 33 of this do all acts and execute all documents, and to use its best efforts to Exhibit 1 of the Contract. If the County shall not give ensure that its employees, consultants, subcontractors, vendors and written notice to the Contractor denying its consent to such agents do all acts and execute any documents, necessary to vest Permitted Transfer(and setting forth the basis for such denial ownership in the County of any and all Work Product. The Contractor in reasonable detail) within such 20-day period, then the may not secure copyright protection. The County reserves to itself,and County shall be deemed to have granted its consent to such the Contractor hereby gives to the County, and to any other person Permitted Transfer. designated by the County, consent to produce, reproduce, publish, translate,display or otherwise use the Work Product. This paragraph e. Notwithstanding the County's consent, shall survive any completion,expiration or termination ofthis Contract. i.) the terms and conditions of the Contract The County shall be deemed to be the author of all the Work shall in no way be deemed to have been waived or Product. The Contractor acknowledges that all Work Product shall modified,and constitute"work made for hire"under the U.S.copyright laws. To the Page 16 of 20 F, Rev.7-20-2018 Law No. 18-ED-212 Town of Southold Pump-Out Boat extent that any Work Product does not constitute a"work made for information that is privileged or confidential. Without limiting the hire,"the Contractor hereby assigns to the County all right,title and generality of the foregoing, records directly related to contract interest,including the right,title and interest to reproduce,edit,adapt, expenditures shall be kept for a period of ten(10)years because the modify or otherwise use the Work Product, that the Contractor may statute of limitations for the New York False Claims Act(New York have or may hereafter acquire in the Work Product, including all False Claims Act§ 192)is ten(10)years. intellectual property rights therein, in any manner or medium throughout the world in perpetuity without compensation. This 32. Certification Regarding Lobbying includes,but is not limited to,the right to reproduce and distribute the Work Product in electronic or optical media,or in CD-ROM,on-line or Together with this Contract and as a condition precedent to its similar format. execution by the County, the Contractor shall have executed and delivered to the County the Certification Regarding Lobbying (if b. Patents payment under this Contract may exceed $100,000) as required by Federal regulations, and shall promptly advise the County of any If the Contractor develops,invents,designs or creates any idea,concept, material change in any of the information reported on such code, processes or other work or materials during the Term, or as a Certification, and shall otherwise comply with, and shall assist the result of any Services performed under the Contract("patent eligible County in complying with, said regulations as now in effect or as subject matter"), it shall be the sole property of the County. The amended during the term of this Contract. Contractor hereby assigns to the County its entire right, title and interest,if any,to all patent eligible subject matter,and agrees to do all 33. Notice acts and execute all documents,and to use its best efforts to ensure that its employees, consultants,subcontractors,vendors and agents do all Unless otherwise expressly provided herein, all notices shall be in acts and execute any documents, necessary to vest ownership in the writing and shall be deemed sufficiently given if sent by regular first County of any and all patent eligible subject matter. The Contractor class mail and certified mail,or personally delivered during business may not apply for or secure for itself patent protection. The County hours as follows: 1.)to the Contractor at the address on page 1 of the reserves to itself,and the Contractor hereby gives to the County,and to Contract and 2.)to the County at the Department,or as to either of the, any other person designated by the County, consent to produce or foregoing,to such other address as the addressee shall have indicated by otherwise use any item so discovered and/or the right to secure a patent prior written notice to the addressor. All notices received by the for the discovery or invention. This paragraph shall survive any Contractor relating to a legal claim shall be immediately sent to the completion,expiration or termination of this Contract. Department and also to the County Attorney at 100 Veterans Memorial Highway,P.O.Box 6100,(Sixth Floor),Hauppauge,New York,11788- 29. Arrears to County 0099. The Contractor warrants that,except as may otherwise be authorized by agreement,it is not in arrears to the County upon any debt,contract,or End of Text for Exhibit 1 any other lawful obligation,and is not in default to the County as surety. 30. Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future Construction In the event that the Contract is subject to the Lawful Hiring of Employees Law of the County of Suffolk,Suffolk County Code Article II of Chapter 353,as more fully set forth in Exhibit 2 entitled"Suffolk County Legislative Requirements,"the Contractor shall maintain the documentation mandated to be kept by this law on the construction site at all times. Employee sign-in sheets and register/log books shall be kept on the construction site at all times and all covered employees,as defined in the law, shall be required to sign such sign-in sheets/register/log books to indicate their presence on the construction site during such working hours. 31. Record Retention The Contractor shall retain all accounts, books, records, and other documents relevant to the Contract for seven (7) years after final payment is made by the County. Federal,State,and/or County auditors and any persons duly authorized by the County shall have full access and the right to examine any of said materials during said period. Such access is granted notwithstanding any exemption from disclosure that may be claimed for those records which are subject to nondisclosure agreements, trade secrets and commercial information or financial Page 17 of 20 'Rev.7-20-2018 Law No.18-ED-212 Town of Southold Pump-Out Boat CERIIFICATION/DECLARATION-SUBJECT TO Exhibit 2 AUDIT." Suffolk County Legislative Requirements 3. Use of County Resources to Interfere with Collective NOTE:THE CONTRACTOR'S COMPLETED LEGISLATIVE Bargaining Activities REQUIREMENTS FORMS REFERENCED HEREIN ARE It shall be the duty of the Contractor to read,become familiar AVAILABLE ON FILE AT THE DEPARTMENT NAMED ON with, and comply with the requirements of Article I of THE SIGNATURE PAGE OF THIS CONTRACT. Chapter 803 of the Suffolk County Code. 1. Contractor'sNendor's Public Disclosure Statement County Contractors (as defined by section 803-2) shall comply with all requirements of Chapter 803 of the Suffolk It shall be the duty of the Contractor to read,become familiar County Code,including the following prohibitions: with,and comply with the requirements of section A5-8 of Article V of the Suffolk County Code. a. The Contractor shall not use County funds to assist, promote,or deter union organizing. Unless certified by an officer of the Contractor as being exempt from the requirements of section A5-8 of Article V of b. No County funds shall be used to reimburse the the Suffolk County Code, the Contractor represents and Contractor for any costs incurred to assist,promote, warrants that it has filed with the Comptroller the verified or deter union organizing. public disclosure statement required by Suffolk County Administrative Code Article V,Section A5-8 and shall file an C. No employer shall use County property to hold a update of such statement with the Comptroller on or before meeting with employees or supervisors if the the 31st day of January in each year of the Contract's purpose of such meeting is to assist, promote,or duration. The Contractor acknowledges that such filing is a deter union organizing. material,contractual and statutory duty and that the failure to file such statement shall constitute a material breach of the If the Services are performed on County property, the Contract, for which the County shall be entitled, upon a Contractor must adopt a reasonable access agreement, a determination that such breach has occurred,to damages,in neutrality agreement, fair communication agreement, non- addition to all other legal remedies,of fifteen percent(151/o) intimidation agreement, and a majority authorization card of the amount of the Contract. agreement. Required Form: If the Services are for the provision of human services and are Suffolk County Form SCEX 22; entitled not to be performed on County property,the Contractor must "Contractor'sNendor's Public Disclosure Statement" adopt,at the least,a neutrality agreement. 2. Living Wage Law Under the provisions of Chapter 803,the County shall have the authority,under appropriate circumstances,to terminate It shall be the duty of the Contractor to read,become familiar the Contract and to seek other remedies as set forth therein, with,and comply with the requirements of Chapter 575,of for violations of this Law. the Suffolk County Code. Required Form: This Contract is subject to the Living Wage Law of the Suffolk County Labor Law Form DOL-LO 1;entitled"Suffolk County of Suffolk. The law requires that, unless specific County Department of Labor—Labor Mediation Unit Union exemptions apply,all employers(as defined)under service Organizing Certification/Declaration-Subject to Audit." contracts and recipients of County financial assistance, (as defined) shall provide payment of a minimum wage to 4. Lawful Hiring of Employees Law employees as set forth in the Living Wage Law. Such rate shall be adjusted annually pursuant to the terms ofthe Suffolk It shall be the duty of the Contractor to read,become familiar County Living Wage Law of the County of Suffolk.Under with, and comply with the requirements of Article II of the provisions of the Living Wage Law,the County shall have Chapter 353 of the Suffolk County Code. the authority,under appropriate circumstances,to terminate the Contract and to seek other remedies as set forth therein, This Contract is subject to the Lawful Hiring of Employees for violations of this Law. Law of the County of Suffolk. It provides that all covered employers,(as defined),and the owners thereof,as the case Required Forms: may be,that are recipients of compensation from the County through any grant, loan, subsidy, funding, appropriation, Suffolk County Living Wage Form DOL-LW-1/38 payment, tax incentive, contract, subcontract, license (Revised 8/2017);entitled"Suffolk County Department of agreement,lease or other financial compensation agreement Labor,LICENSING&CONSUMER AFFAIRS Notice of issued by the County or an awarding agency, where such Application for County Compensation-LIVING WAGE compensation is one hundred percent(100°/x)funded by the Page 18 of 20 ` Rev.7-20-2018 Law No.18-ED-212 Town of Southold Pump-Out Boat County, shall submit a completed sworn affidavit (under "SUFFOLK COUNTY DEPARTMENT OF LABOR, penalty of perjury),the form of which is attached,certifying LICENSING, & CONSUMER AFFAIRS —NOTICE OF that they have complied,in good faith,with the requirements APPLICATION TO CERTIFY COMPLIANCE WITH of Title 8 of the United States Code Section 1324a with FEDERAL LAW (8 U.S.C. SECTION 1324A) WITH respect to the hiring of covered employees(as defined)and RESPECT TO LAWFUL HIRING OF EMPLOYEES, with respect to the alien and nationality status of the owners Suffolk County Code,Chapter 353(2006)"DOL-LHE 1/2 thereof. The affidavit shall be executed by an authorized (REVISED 8/2017). representative of the covered employer or owner,as the case may be;shall be part of any executed contract,subcontract, 5. Gratuities license agreement, lease or other financial compensation agreement with the County; and shall be made available to It shall be the duty of the Contractor to read,become familiar the public upon request. with,and comply with the requirements of Chapter 664 of the Suffolk County Code. All contractors and subcontractors (as defined) of covered employers,and the owners thereof,as the case may be,that The Contractor represents and warrants that it has not offered are assigned to perform work in connection with a County or given any gratuity to any official,employee or agent of the contract, subcontract, license agreement, lease or other County or the State or of any political party,with the purpose financial compensation agreement issued by the County or or intent of securing an agreement or securing favorable awarding agency,where such compensation is one hundred treatment with respect to the awarding or amending of an percent(100%) funded by the County, shall submit to the agreement or the making of any determinations with respect covered employer a completed sworn affidavit(under penalty to the performance of an agreement. of perjury),the form of which is attached,certifying that they have complied,in good faith,with the requirements of Title 8 of the United States Code Section 1324a with respect to the 6. Prohibition Against Contracting with hiring of covered employees and with respect to the alien and Corporations that Reincorporate Overseas nationality status of the owners thereof,as the case may be. It shall be the duty of the Contractor to read,become familiar The affidavit shall be executed by an authorized representative of the contractor,subcontractor,or owner,as with, and comply with the requirements of sections A4-13 the case may be; shall be part of any executed contract, and A4-14 of Article IV of the Suffolk County Code. subcontract, license agreement, lease or other financial compensation agreement between the covered employer and The Contractor represents that it is in compliance with the County;and shall be made available to the public upon sections A4-13 and A4-14 of Article IV of the Suffolk request. County Code. Such law provides that no contract for consulting services or goods and services shall be awarded by An updated affidavit shall be submitted by each such the County to a business previously incorporated within the employer,owner,contractor and subcontractor no later than U.S.A.that has reincorporated outside the U.S.A. January 1 of each year for the duration of any contract and upon the renewal or amendment of the Contract, and 7. Child Sexual Abuse Reporting Policy whenever a new contractor or subcontractor is hired under the terms of the Contract. It shall be the duty of the Contractor to read,become familiar with, and comply with the requirements of Article II of The Contractor acknowledges that such filings are a material, Chapter 880 of the Suffolk County Code. contractual and statutory duty and that the failure to file any such statement shall constitute a material breach of the The Contractor shall comply with Article II of Chapter 880, Contract. of the Suffolk County Code, entitled"Child Sexual Abuse Reporting Policy,"as now in effect or amended hereafter or Under the provisions of the Lawful Hiring of Employees of any other Suffolk County Local Law that may become Law, the County shall have the authority to terminate the applicable during the term of the Contract with regard to Contract for violations of this Law and to seek other remedies child sexual abuse reporting policy. available under the law. 8. Non Responsible Bidder The documentation mandated to be kept by this law shall at all times be kept on site. Employee sign-in sheets and It shall be the duty of the Contractor to read,become familiar register/log books shall be kept on site at all times during with, and comply with the requirements of Article II of working hours and all covered employees,as defined in the Chapter 189 of the Suffolk County Code. law,shall be required to sign such sign-in sheets/register/log books to indicate their presence on the site during such Upon signing the Contract,the Contractor certifies that it has working hours. not been convicted of a criminal offense within the last ten (10)years. The term"conviction"shall mean a finding of Required Forms: guilty after a trial or a plea of guilty to an offense covered Page 19 of 20 Rev.7-20-2018 Law No. 18-ED-212 Town of Southold Pump-Out Boat under section 189-5 of the Suffolk County Code under information of any minor participating in their programs. "Nonresponsible Bidder." 13. Contract Agency Performance Measures and Reporting 9. Use of Funds in Prosecution of Civil Actions Prohibited Requirements It shall be the duty of the Contractor to read,become familiar It shall be the duty of the Contractor to read, with, and comply with the requirements of Article III of become familiar with, and comply with the requirements of Chapter 893 of the Suffolk County Code. Suffolk County Local Law No. 41-2013, a Charter Law to Implement Performance Measurement to Increase The Contractor shall not use any of the moneys,in part or in Accountability and Enhance Service Delivery by Contract whole, and either directly or indirectly, received under the Agencies(Article VIII of Chapter 189 of the Suffolk County Contract in connection with the prosecution of any civil Code). action against the County in any jurisdiction or any judicial or administrative forum. All contract agencies having a contract in excess of$50,000 shall cooperate with the contract's administering department 10. Youth Sports to identify the key performance measures related to the objectives of the service the contract agency provides and It shall be the duty of the Contractor to read,become familiar shall develop an annual performance reporting plan. The with, and comply with Article III of Chapter 730 of the contract agency shall cooperate with the administering Suffolk County Code. department and the County Executive's Performance Management Team to establish working groups to identify All contract agencies that conduct youth sports programs are appropriate performance indicators for monthly evaluation of required to develop and maintain a written plan or policy the contract agency's performance measures. addressing incidents of possible or actual concussion or other head injuries among sports program participants.Such plan or 14. Suffolk County Local Laws Website Address policy must be submitted prior to the award of a County contract,grant or funding. Receipt of such plan or policy by Suffolk County Local Laws,Rules and Regulations can be the County does not represent approval or endorsement of accessed on the homepage of the Suffolk County Legislature. any such plan or policy,nor shall the County be subject to any liability in connection with any such plan or policy. 15. Suffolk County Code of Ethics 11. Work Experience Participation As required by Suffolk County Standard Operating Procedure A-06, the following is a link to the Suffolk County Ethics Ifthe Contractor is a not-for-profit or governmental agency or Booklet,which contains the provisions of the Suffolk County institution,each of the Contractor's locations in the County at Code of Ethics: which the Services are provided shall be a work site for public-assistance clients of Suffolk County pursuant to bttp://www.suffolkeountyny.izov/Portals/O/Boardofethics/C Chapter 281 of the Suffolk County Code at all times during ode%20o0/20Ethics%20Booklet%20- the Term of the Contract. If no Memorandum of %20New%20Revised%20Mav%202017.vdf Understanding("MOU")with the Suffolk County Department of Labor for work experience is in effect at the beginning of the Term of the Contract, the Contractor, if it is a not-for- End of Text for Exhibit 2 profit or governmental agency or institution,shall enter into such MOU as soon as possible after the execution of the Contract and failure to enter into or to perform in accordance with such MOU shall be deemed to be a failure to perform in accordance with the Contract, for which the County may withhold payment,terminate the Contract or exercise such other remedies as may be appropriate in the circumstances. 12. Safeguarding Personal Information of Minors It shall be the duty of the Contractor to read,become familiar with, and comply with the requirements of Suffolk County Local Law No. 20-2013, a Local Law to Safeguard the Personal Information of Minors in Suffolk County. All contract agencies that provide services to minors are required to protect the privacy of the minors and are strictly prohibited from selling or otherwise providing to any third party,in any manner whatsoever,the personal or identifying Page 20 of 20 ATTACHMENT A RESOLUTION 2018-233 ADOPTED DOC ID: 13904 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.2018-233 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON FEBRUARY 27,2018: RESOLVED that the Town Board of the Town of Southold determines that funding and all underlying activities that are proposed to be conducted in connection with the Southold Town's "Pump Out Boat" application to Suffolk County for a 2018 WQPRP 477 Fund grant represents a Type II Action pursuant to the New York State Environmental Quality Review Act(SEQRA); accordingly, no further environmental review is available,subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Jill Doherty, Councilwoman SECONDER:William P. Ruland, Councilman AYES: Dinizio Jr, Ruland,Doherty, Ghosio,Evans,Russell i ATTACHMENT B ` RESOLUTION 2018-236 ADOPTED DOC ID: 13906 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2018-236 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON FEBRUARY 27,2018: RESOLVED that the Town Board of the Town of Southold hereby authorizes the Southold Town Board of Trustees to submit a 2018 WQPRP 477 Fund grant application to the Suffolk County Planning Department on behalf of Southold Town entitled: 23 Foot Pump Out Boat Grant Application. In furtherance of this application the Southold Town Board agrees to the 50%matching funds requirement and is prepared to enter into an"Inter-Municipal Agreement" with Suffolk County as a condition of the grant, subject to the approval of 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 ti ATTACHMENT C Intro. Res. No. 1544-2018 Laid on Table 6/5/2018 Introduced by Presiding Officer, on request of the County Executive RESOLUTION NO. 529 -2018, AMENDING THE ADOPTED 2018 OPERATING BUDGET TO TRANSFER FUNDS FROM FUND 477 WATER QUALITY PROTECTION, AMENDING THE 2018 CAPITAL BUDGET AND PROGRAM, AND APPROPRIATING FUNDS IN CONNECTION WITH THE TOWN OF SOUTHOLD PUMP-OUT BOAT (CP 8229.513) WHEREAS, there are sufficient funds within the Reserved Fund Balance of Fund 477 for the purpose of Water Quality Protection; and WHEREAS, the Suffolk County Water Quality Protection and Restoration Program Review Committee, pursuant to Article XII of the SUFFOLK COUNTY CHARTER has recommended funding for the Town of Southold Pump-Out Boat at its May 2, 2018 meeting as an appropriate use of Suffolk County Water Quality Protection and Restoration Program and Land Stewardship Initiative funds; and WHEREAS, Suffolk County First District Legislator Al Krupski will sponsor the Town of Southold Pump-Out Boat, in accordance with Article XII of the SUFFOLK COUNTY CHARTER; and WHEREAS, the acquisition of a replacement pump-out boat will provide pump- out service free of charge to any and all boaters located in State, County, Town, and Village waters within the Peconic Estuary along the 30 miles of coastline between the North Fork hamlets of Laurel and Orient; and WHEREAS, the Pump-Out Boat Program was initiated eleven years ago with the assistance of New York State and Suffolk County and has been a great success in the effort to maintain and improve water quality of the Peconic Estuary; and WHEREAS, the first vessel purchased by the Town of Southold eleven years ago for the pump-out boat program is suffering from age and use and it is more cost effective to purchase a new boat rather than make extensive repairs to the already aging boat; and WHEREAS, the Peconic Estuary is a federally designated Vessel Waste No- Discharge Zone; and WHEREAS, to comply with a No-Discharge Zone boaters who use their Type III marine sanitation device (holding tank) must use a pump-out boat or station for sewage disposal; and WHEREAS, continuation of the pump-out boat program within the Town of Southold will help keep waters safe and clean for swimming and recreation and protect shellfish beds in the Peconic Estuary; and WHEREAS, the Town of Southold has committed by Town Board Resolution No. 2018-236, adopted at the February 28, 2018 Town Board Meeting, to accept the grant from Suffolk County and to enter into an Intermunicipal Agreement with Suffolk County for this project; and 'r WHEREAS, the Town of Southold has also committed by Town Board Resolution No. 2018-236 to provide 50% matching project funds for the new pump-out boat; and WHEREAS, the project will be initiated within one year of the date of adoption of this Resolution; and WHEREAS, funding for this project is requested through the Suffolk County Water Quality Protection and Restoration Program and Land Stewardship Initiative; and WHEREAS, Resolution No. 471-1994, as revised by Resolution No. 461-2006, has established a priority ranking system, implemented in the 2018 Adopted Capital Budget and Program, as the basis for funding capital projects such as this project; and WHEREAS, there are sufficient funds available in Fund 477 within the Reserved Fund Balance for Water Quality related projects to support the appropriation of this project within the 2018 Capital Budget and Program; now, therefore be it 1St RESOLVED, that the Town of Southold being the lead agency under the State Environmental Quality Review Act ("SEQRA"), Environmental Conservation Law Article 8, found as documented by Town Board Resolution No. 2018-233, that this proposed action constitutes a Type II Action, pursuant to 6 NYCRR 617.5 (C) (20) (27) routine or continuing agency administration and management, not including new programs or major reordering of priorities that may affect the environment; adoption of regulations, policies, procedures and local legislative decisions in connection with any action on this list. Therefore the SEQRA review is complete and no further action needs to be taken by Suffolk County; and be it further 2nd RESOLVED, that it is hereby determined that this project, with a priority ranking of seventy-seven (77) is eligible for approval in accordance with the provisions of Resolution No. 471-1994, as revised by Resolution No. 461-2006; and be it further 3rd RESOLVED, that sufficient funds exist within Fund 477's Water Quality Reserve Fund Balance component to cover the cost of the County's share for this project; and be it further 4th RESOLVED, that the Adopted 2018 Operating Budget be and hereby is amended and that the intertund transfer be and hereby is appropriated from Fund 477 Reserve Fund Balance as follows: EXPENDITURES: Agency Fund Organization Obiect Description Amount IFT 477 E525 9600 Transfer to Capital Fund $19,700 and be it further 5th RESOLVED, that the intertund revenues be and hereby are transferred and accepted in the Capital Fund as follows: REVENUES: 2 Agency Fund Rev Source Organization Description Amount IFT 525 R477 E525 Transfer from Water $19,700 (Ref. 525-CAP-IFTR-R477) Quality Protection and be it further 6th RESOLVED, that the 2018 Capital Budget and Program be and they are hereby amended as follows: Project No.: 8229 Project Title: Town of Southold Pump-Out Boat Current Revised 2018 2018 Total Capital Capital Est'd Budget& Budget& Cost Program Program 5. Equipment $19,700 $0 $19,700 W TOTAL $19,700 $0 $19,700 and be it further 7th RESOLVED, that these Water Quality proceeds in the amount of$19,700 be and hereby is appropriated as follows: Project Number Proiect Title Amount 525-CAP-8229.513 Town of Southold Pump-Out Boat $19,700 and be it further 8th RESOLVED, that the County Comptroller is hereby authorized and directed to accept these interfund revenues and effectuate these interfund transfers, including the associated cash transfers to finance this capital project; and be it further Stn RESOLVED, that the County Executive is hereby authorized to enter into an Intermunicipal Agreement with the Town of Southold under section 119-o of the NEW YORK GENERAL MUNICIPAL LAW which shall include but not limited to, a provision authorizing the Town of Southold to purchase the replacement pump-out boat. DATED: June 19, 2018 APPROVED BY: /s/Steven Bellone County Executive of Suffolk County Date: June 28, 2018 3 a ATTACHMENT D Marine Boatbuilders CO Quote PO Box 7826 Warwick, RI 02887 DATE: July 20, 2018 E-MAIL: rickjr@marineboatbuilders.com Phone:401-935-1186 Fax 401-228-6936 Bill TO/Ship TO Michael Domino/Laura Arena For: Southold Town Board of Trustees 23'420gal Southold, NY MBB Pump-Kleen Pumpout Boat lauraa@southoldtownny.gov Phone: 631-765-4333 AMOUNT 1-Each: Marine Boatbuilders 23'420Gal Pump-Kleen Pumpout boat with Edson 120ELB $ 94,761.00 pump and 200HP Mercury. This boat will come turn key ready, including but not limited to VHF radio, antenna and mount. Please see attached specifications for all standard features and options. 1-Each: Load Rite bunk. Model 5S24T5400. Includes LED lights, extended jack,front roller. $ 3,500.00 1-Each: Delivery, Sea trial and exchange of necessary paperwork. Delivery to Southold $ 500.00 Note: Lead time is subject to time of order. Once order is placed, a hull#and estimated date of delivery can be determined. GSA#07F-215AA Terms: 1/2 Down upon order and the remainder upon delivery. Quote Valid for 90 days TOTAL �$ 68".761:00, Make all checks payable to Marine Boatbuilders Co. If you have any questions concerning this invoice or quote cc Rick AudetteJr 401-935-1186, e-mail Rickjr@marineboatbuilders.com