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HomeMy WebLinkAboutHardesty & Hanover, LLC DENIS NONCARROW Town Hall,53095 Main Road P.O. TOWN CLERK �p1F SOtjry Box 1179 ���► P�Q Southold,New York 11971 Fax REGISTRAR OF VITAL (631) 765-6145 Telephone(631) STATISTICS MARRIAGE OFFICER 765-1800 RECORDS MANAGEMENT G www.southoldtownny.gov OFFICER FREEDOM OF �Q INFORMATION OFFICER �CQUNTi,� OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2026-280 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MARCH 24,2026: RESOLVED that the Town Board of the Town of Southold hereby authorizes Albert J. Krupski, Jr., to execute a Professional Services Agreement with Hardesty& Hanover, LLC to assist the Town in conducting reviews pursuant to the New;York State Environmental Quality Review Act (SEQRA). Compensation shall be paid as outlined in the accepted Proposal, all subject to approval of the Town Attorney, and shall be a legal charge to budget line B8020-544510. Denis Nonearrow Southold Town Clerk RESULT: Adopted MOVER: Councilwoman Smith SECONDER: Councilman Mealy AYES: Councilman Mealy, Justice Stevens, Councilwoman Doherty, Councilwoman Smith, Councilwoman Suess, Supervisor Krupski, Jr. NAPES: None AGREEMENT PROFESSIONAL SERVICES FOR STATE ENVIRONMENTAL QUALITY REVIEW ACT (SEQRA)REVIEWS r"- THIS AGREEMENT, entered into this M_ day of , 2026, by and between the Town of Southold,New York("the Town"), a municipal corporation organized and existing under the laws of the State of New York, with offices at 53095 Main Road, Southold,New York 11971, and Hardesty & Hanover, LLC (the"Consultant"), with an address of 1501 Broadway, Suite 601, New York, New York 10036; WITNESSETH, that the Town and the Consultant, for the consideration hereinafter named, agree as follows: ARTICLE 1. WORK TO BE DONE AND CONSIDERATION THEREFOR The Consultant shall provide professional services to assist the Town in conducting reviews pursuant to the New York State Environmental Quality Review Act (SEQRA), as outlined in the Town's Request for Proposals dated January 28, 2026 (the "RFP"), and the Consultant's proposal submitted in response thereto(the"Proposal"),both of which are incorporated herein by reference. In the event of any conflict or inconsistency between or among the terms of this Agreement, the RFP, and the Proposal,the order of precedence shall be as follows: (1)the terms of this Agreement (including any duly executed Task Orders); (2) the RFP; and (3) the Proposal. The more specific provision shall control over the more general provision where both are at the same level of precedence. The Consultant's services shall include, but not be limited to, the following: • Preparation of Environmental Assessment Forms (EAFs), including Parts 1, 2, and 3, as appropriate; • Preparation of SEQRA determinations, including Negative Declarations, Conditioned Negative Declarations, and Positive Declarations; • Preparation of Environmental Impact Statements, including scoping documents and findings statements; • Environmental impact analysis, including identification of potential impacts and mitigation measures; • Coordination with Town staff, boards, legal counsel, and involved and interested agencies; • Participation in meetings and public hearings, as required by the Town; • Technical review of applicant-prepared environmental documentation; • Such other SEQRA-related services as may be requested by the Town from time to time. The Consultant shall receive compensation for said services on an hourly or project-based basis, as set forth in the Consultant's Proposal, subject to the fee schedule attached hereto as Exhibit A and incorporated herein by reference.Individual project assignments shall be authorized by written Task Order issued by the Town Planning Director or designee. ARTICLE 2. TERM OF AGREEMENT The term of this Agreement shall be for a period of one (1) year from the date of execution, and may be extended for up to two (2) additional one-year terms by mutual written agreement of the parties. Either party may terminate this Agreement upon thirty (30) days' written notice to the other party, subject to the provisions of Article 10 herein. For avoidance of doubt,the Town's right to terminate this Agreement on seven (7) days' notice pursuant to Article 10(h) is independent of and not limited by the thirty (30) day notice provision in this Article and may be exercised at any time, with or without cause. The Town agrees to cooperate with Consultant, as needed, and to provide Consultant with copies of any records, documents, and other information needed for performance of this Agreement on a timely basis. The Town further agrees to provide Consultant with access to appropriate officials and/or employees of the Town, as may be needed in the performance of the Agreement. Moreover, both parties understand and agree that mutual accountability and responsiveness is critical to the successful completion of each project assignment. The parties shall use good faith efforts to be accountable and promptly responsive to each other; provided, however, that this provision is aspirational in nature and shall not be construed to create an independent cause of action, to modify or limit the protections afforded to the Town under Article 8 (No Damages for Delay), or to impose upon the Town any liability for delays in its review, approval, or decision- making processes. ARTICLE 3.ACCEPTANCE AND FINAL PAYMENT Upon receipt of written notice that the services required by any Task Order have been fully performed and an inspection by the Town Planning Director or designee to certify that the work has been completed to the satisfaction of the Town, the Consultant shall submit an itemized voucher to the Town Planning Director for review and approval. After approval of the voucher, the Town Planning Director will submit the voucher to the Town Comptroller for payment. Such voucher shall be due and payable within forty-five (45) days after receipt of such voucher. The Town Planning Director shall process any voucher received from Consultant as expeditiously as possible. In the event that the Town disputes or objects to any portion of any voucher submitted by Consultant, it shall notify Consultant in writing of such dispute or objection. Consultant acknowledges that Consultant is familiar with the requirements of Section 118 of the New York State Town Law which, in effect, prohibits payment of any claim 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 the Consultant of the final payment shall be, and shall operate as a release to the Town from all claims and all liabilities to the Consultant 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 Agreement, except Consultant's claim for interest upon the final payment, if this payment be improperly delayed. No payment, however final or otherwise, shall operate to release the Consultant or its sureties from any obligations under this Agreement. ARTICLE 4. CHANGES TO TASK ORDERS (a)Any modification to the scope of services or not-to-exceed fee established in an executed Task Order (a "Change Order") shall be subject to the prior written approval of the Town Planning Director.No Change Order that increases the not-to-exceed fee of the original Task Order shall be authorized or paid unless and until approved in writing by the Town Planning Director. Any Change Order or request by the Consultant for compensation in excess of the not-to-exceed fee set forth in the applicable Task Order that would require a budget modification to fund the additional work, shall also require prior approval by resolution of the Town Board before the Consultant may proceed with such additional work.The Town shall not be obligated to compensate the Consultant for any services performed in excess of the not-to-exceed fee set forth in a Task Order without prior written approval of a Change Order executed in accordance with this Article. The Consultant's performance of work beyond the. not-to-exceed fee without such prior written approval shall constitute a waiver of any claim for compensation for such excess work. ARTICLE 5. CONSULTANT'S OBLIGATIONS (a) The Consultant shall be responsible for the full and correct performance of the Work required within the time specified herein, including work of any SubConsultants, and any errors therein shall be corrected at the Consultant's own cost and expense. In addition,the Consultant shall indemnify the Town for any costs or expenses attributable to negligent errors in the performance the work of the Consultant or its SubConsultants. (b) The Consultant is retained to utilize its expertise of the State Environmental Quality Review Act to assist, advise, and guide the Town's boards and departments in their role as Lead Agency supervising the SEQRA review of proposed development and other discretionary actions. In this regard, Consultant shall conduct all required testing, analysis, and research to identify potential environmental impacts in its preparation of the requested SEQRA documentation in a timely and professional manner. (c) The required tasks of the Consultant are identified in the Scope of Services set forth in Article 1 of this Agreement and further specified in the Consultant's Proposal. (d)The Consultant shall be solely responsible for all labor and services provided for under this contract. (e)The Consultant shall not engage or retain any subconsultant for any portion of the work under this Agreement without the prior written approval of the Town Planning Director. Such approval shall not be unreasonably withheld, but the Town retains the right to reject any proposed subconsultant based on qualifications, experience, or conflict of interest. All approved subconsultants shall maintain insurance coverage consistent with the requirements of Article 6, or shall be covered under the Consultant's policies. The Consultant shall provide the Town with certificates of insurance for all subconsultants prior to such subconsultant commencing any work under this Agreement. The Town shall have the right at any time, upon reasonable written notice to the Consultant, to require the removal or replacement of any subconsultant whose performance is unsatisfactory to the Town. ARTICLE 6. CONSULTANT'S INSURANCE The Consultant shall not commence work under this Agreement until it has obtained all insurance required under this paragraph and such insurance has been approved by the Town. (a) Compensation Insurance: The Consultant shall take out and maintain during the life of this Contract Workers' Compensation Insurance for its employees to be assigned to the work hereunder. (b) Insurance: The Consultant 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 and contractual liability insurance in an amount not less than $2,000,000 for injuries, including wrongful death to any one person and subject to the same limit for each person, in an amount not less than $4,000,000 general aggregate on account of any one occurrence. Property damage insurance in an amount not less than $500,000 for damage on account of all occurrences. Commercial auto liability insurance in an amount not less than $2,000,000 for damage on account of all occurrences. Excess/Umbrella insurance with limits of$10,000,000 and other insurance as identified in the Consultant's Proposal. Professional Errors and Omissions liability insurance in an amount not less than $2,000,000 per claim and $4,000,000 in the aggregate. The Consultant shall furnish the above insurances to the Town and shall name the Town as certificate holder and additional named insured on all applicable policies;provided, however, that the Town shall not be named as additional insured under the Consultant's Workers'Compensation insurance or Professional Errors and Omissions liability insurance, as additional insured status is not available or insurable under those policy types as a matter of industry standard. (c) Any accident shall be reported to the office of the Town Clerk and Town Attorney as soon as possible and not later than twenty-four (24) hours from the time of such accident. A detailed written report must be submitted to the Town as soon as thereafter as possible and not later than three (3) days after the date of such accident. ARTICLE 7. KEY PERSONNEL The Consultant represents that the following individuals shall be assigned to perform the principal work under this Agreement and shall serve as the Consultant's primary points of contact for the Town (collectively, "Key Personnel"): i Project Principal: David Lapping Project Manager: Sarah Brown Lead Environmental Analyst: . Malcolm Simpson The Consultant shall not reassign, replace, or remove any Key Personnel from work under this Agreement without the prior written consent of the Town Planning Director, which consent shall not be unreasonably withheld. In the event that'any Key Personnel become unavailable due to resignation, termination, illness, or other cause beyond the Consultant's control, the Consultant shall promptly notify the Town and propose a replacement of equal or greater qualifications for the Town's approval. Failure to maintain qualified Key Personnel, or the substitution of Key Personnel without the Town's prior written apiroval, shall constitute a material breach of this Agreement. i ARTICLE 8. REPRESENTATIONS OF CONSULTANT The Consultant 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 services required by it; and (b) That it is familiar with all applicablel federal, state, municipal, and department laws, ordinances, and regulations which may in any way affect the work or those employed therein. ARTICLE 9. NO DAMAGES FOR DELAY The Consultant agrees to make no claim for increased costs, charges, expenses, or damages for delay in the performance of this Agreement, or for any delays or hindrances from any cause whatsoever, and agrees that any such claim shall:be fully compensated for by an extension in the time for substantial and/or final completion of the work. Should the Consultant be or anticipate being delayed or disputed in performing the work hereunder for any reason, it shall promptly, and in no event more than five (5) business days after the commencement of any condition which is causing or threatening to cause such a delay or disruption, notify the Town in writing of the effect of such condition stating why and in what respects the condition is causing or threatening to cause such delay or disruption. Failure strictly to comply with this notice requirement shall be sufficient cause to deny Consultant a change in Schedule and to require it to conform to the Schedule then in effect. ARTICLE 10. TOWN'S RIGHT TO STOP WORK OR TERMINATE CONTRACT The Town shall have the right to stop work or terminate the Agreement if: (a) The Consultant is adjudged bankrupt or makes an assignment for the benefit of creditors; or (b) A receiver or liquidator is appointed for the Consultant or for any of its property and is not dismissed within 20 days after such appointment or the proceedings in connection therewith are not stayed on appeal within the said 20 days; or (c) The Consultant refuses or fails to prosecute the work or any part thereof with due diligence; or (d) The Consultant fails to make prompt payment to persons supplying labor for the work; or (e) The Consultant fails or refuses to comply with all applicable laws or ordinances; or (f) The Consultant is guilty of a substantial violation of any provision of this Agreement; or (g) The Town's execution and participation in this Agreement is found to be in violation of an existing collective bargaining agreement; or (h) In any event, the Town, without prejudice to any other rights or remedy it may have, may, with or without cause, by seven (7) days' notice to the Consultant, terminate the Consultant and prohibit its right to proceed with the work. In such case, the Consultant shall not be entitled to receive any further payment beyond what was owed in quantum meruit. For avoidance of doubt, the Town's right to terminate under this subsection (h) is absolute and unconditional and is not limited to the circumstances described in subsections (a) through (g) above. ARTICLE 11. DAMAGES It is hereby mutually covenanted and agreed that the relation of the Consultant to the work to be performed by it under this Agreement 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, to the extent caused by the negligence of the Consultant, its agents, or employees. The Consultant shall hold and keep the Town free and discharged of and from any and all responsibility and liability of any sort or kind to the extent caused by Consultant's negligence. ARTICLE 12. INDEMNITY AND SAVE HARMLESS AGREEMENT The Consultant agrees to indemnify and save the Town, its officers, agents, and employees harmless from any liability imposed upon the Town, its officers, agents, and/or employees arising from the negligence, active or passive, of the Consultant and from and against any damages, claims, or expenses, including reasonable attorney's fees, arising out of Consultant's breach of the Agreement or from Consultant's acts or omissions outside the scope of the Agreement or arising out of claims or actions from third parties against Consultant by virtue of its performance of this Agreement. The Town agrees to indemnify and save the Consultant, its officers, agents, and employees harmless from any liability imposed upon the Consultant, its officers, agents, and/or employees solely and directly arising from the gross negligence or willful misconduct of the Town;provided, however,that: (i)the Town's indemnification obligation under this paragraph shall not exceed the aggregate amount of fees paid or payable to the Consultant under this Agreement during the contract year in which the claim arose; (ii) this provision shall not be construed to waive, modify, or limit any immunity, defense, or limitation of liability available to the Town under applicable law, including but not limited to governmental immunity; and (iii) the Town's obligation hereunder shall be limited to amounts covered by the Town's available insurance and shall not create any obligation to appropriate or expend public funds beyond existing insurance coverage. ARTICLE 13. NO ASSIGNMENT In accordance with the provisions of Section 109 of the General Municipal Law,the Consultant is hereby prohibited from assigning, transferring, conveying, subletting, or otherwise disposing of this Agreement, or of its right, title, or interest in this Agreement, or its power to execute this Agreement,to any other person or corporation without the previous consent in writing of the Town. ARTICLE 14. REQUIRED PROVISIONS OF LAW Each and every provision of law and clause required by law to be inserted in this Agreement 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 Agreement shall be physically amended forthwith to make such insertion. In particular, the Consultant 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 persons required by Labor Law section 222. (e) Eight-hour workday as required by Labor Law section 220(2). ARTICLE 15. PREVAILING WAGE RATES REQUIRED BY LAW (a) This Section Omitted. ARTICLE 16. OWNERSHIP OF WORK PRODUCT All reports, studies, analyses, memoranda, Environmental Assessment Forms, Environmental Impact Statements, scoping documents, findings statements, maps, data, models, drawings, specifications, and all other documents, materials, and work product prepared by the Consultant or its subconsultants in the performance of services under this Agreement (collectively, "Work Product") shall be and remain the sole and exclusive property of the Town, whether or not the project for which they were prepared is completed. The Consultant hereby assigns to the Town all right, title, and interest, including all intellectual property rights, in and to all Work Product. The Consultant shall deliver all Work Product to the Town upon request and, in any event, upon the completion or termination of this Agreement or any Task Order. The Consultant may retain copies of the Work Product for its files, but shall not use, publish, or disclose such Work Product to third parties without the prior written consent of the Town. This provision shall survive the expiration or termination of this Agreement. ARTICLE 17. CONFIDENTIALITY The Consultant acknowledges that in the course of performing services under this Agreement, it may receive or have access to confidential,proprietary, or pre-decisional information of the Town, including but not limited to: information concerning proposed development projects prior to public disclosure; internal deliberations of Town boards and departments; draft environmental documents; applicant-submitted proprietary information; and internal Town communications (collectively, "Confidential Information"). The Consultant shall not disclose, publish, or otherwise disseminate any Confidential Information to any third party without the prior written consent of the Town, except as may be required by applicable law, court order, or subpoena. The Consultant shall limit access to Confidential Information to those of its employees and subconsultants who have a need to know such information for the performance of services under this Agreement and who have been advised of the confidential nature of such information. The obligations of this Article shall not apply to information that: (a) is or becomes publicly available through no fault of the Consultant; (b) was in the Consultant's possession prior to disclosure by the Town; or (c) is independently developed by the Consultant without use of Confidential Information. This provision shall survive the expiration or termination of this Agreement for a period of three (3)years. ARTICLE 18. DISPUTE RESOLUTION In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the breach thereof, the parties shall first attempt to resolve such dispute through good faith negotiation between the Town Planning Director (or designee) and the Consultant's Project Principal (or designee). Such negotiation shall commence within ten (10) business days after written notice of the dispute is given by either party. If the dispute is not resolved within thirty (30) days after commencement of negotiation, either party may request non-binding mediation before a mutually agreed-upon mediator in Suffolk County,New York. The costs of mediation shall be shared equally by the parties. Each party shall bear its own attorney's fees in connection with mediation. Nothing in this Article shall prevent either party from seeking injunctive or other equitable relief in a court of competent jurisdiction at any time, nor shall this Article be construed to limit the Town's right to terminate this Agreement pursuant to Article 10. If mediation is unsuccessful or if either party declines to participate in mediation, either party may pursue its remedies in the Supreme Court, State of New York, County of Suffolk, as provided in Article 21. ARTICLE 19. AUTHORITY FOR EXECUTION ON BEHALF OF THE TOWN This Agreement has been executed in accordance with a Resolution adopted by the Town Board of the Town of Southold, at a meeting thereof held on March 24, 2026, and its execution on behalf of the Town is duly authorized. 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. ARTICLE 20. 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: Denis Noncarrow Southold Town Clerk P.O. Box 1179 Southold,NY 11971-0959 With a copy to: Heather Lanza, Town Planning Director Town of Southold Planning Department P.O. Box 1179 Southold,NY 11971 To Consultant: Hardesty & Hanover, LLC 1501 Broadway, Suite 601 New York, NY 10036 Attn: Sean Bluni ARTICLE 21. WAIVER No waiver of any breach of any condition of this Agreement shall be binding unless signed in writing by the party waiving said breach. No such waiver shall in any way affect any other term or condition of this Agreement or constitute a cause or excuse for a repetition of such or any other breach unless the waiver shall include the same. ARTICLE 22. 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. ARTICLE 23. APPLICABLE LAW This Agreement is governed by the laws of the State of New York. In the event of any controversy or claim arising out of or relating to this Agreement, or the breach thereof, the parties specifically consent to the Supreme Court, State of New York, County of Suffolk. ARTICLE 24. TASK ORDER POLICY AND PROCEDURE (a) The Town and Consultant agree that services under this Agreement shall be assigned on a project-by-project basis through written Task Orders. Each Task Order shall describe the scope of services, estimated schedule, and not-to-exceed fee for the specific assignment. The not-to-exceed fee established in each Task Order shall be binding; the Town shall not be obligated to pay for services rendered in excess of that amount unless a written Change Order has been approved in advance in accordance with Article 4. Where a Task Order is for services to be reimbursed by a project applicant, the Task Order shall so specify, and payment shall be conditioned upon the Town's receipt of the applicable reimbursement. No work shall commence on any assignment until a Task Order has been executed by both the Town Planning Director (or designee) and the Consultant. Selection of the Consultant under this Agreement does not guarantee a minimum amount of work or compensation. (b) The not-to-exceed fee for each Task Order shall be determined by the Town Planning Director based on the scope of services required and the funds available for the specific assignment. The Town Planning Director (or designee) is authorized to execute Task Orders and to establish the not-to-exceed fee for each assignment without further Town Board action, provided that sufficient funds have been appropriated for such purpose. The Planning Director shall review available appropriations prior to executing each Task Order and shall not execute a Task Order that would cause total expenditures under this Agreement to exceed appropriated funds without first securing Town Board appropriation of sufficient additional funds. (c) If at any time the aggregate fees incurred or anticipated under this Agreement would exceed the amount appropriated by the Town Board for this purpose, no further Task Orders may be authorized unless and until the Town Board has appropriated sufficient additional funds by budget modification or otherwise. The Planning Director shall monitor cumulative expenditures against appropriated funds throughout the term of this Agreement. (d) Compensation under each Task Order shall be at the rates set forth in Exhibit A. Where the scope of a Task Order involves services for which no applicable rate exists in Exhibit A, compensation shall be at a lump sum or not-to-exceed amount mutually agreed upon in writing by the parties and set forth in the Task Order prior to commencement of work. The Consultant shall provide such supporting documentation as the Town may reasonably request in connection with any invoice, including time records and invoices from subconsultants. ARTICLE 25. CONFLICTS OF INTEREST The Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this Agreement. The Consultant shall promptly notify the Town of any potential conflict of interest that arises during the term of this Agreement. If a conflict of interest is identified, the Town may, in its sole discretion, require the Consultant to take appropriate steps to eliminate or mitigate the conflict, or may terminate the affected Task Order. ARTICLE 26. LIMITATION OF LIABILITY In no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement, regardless of whether such damages are based on contract,tort,strict liability,or any other theory,and regardless of whether such party has been advised of the possibility of such damages. The Consultant's total cumulative liability under this Agreement shall not exceed the greater of. (a)the total fees paid to the Consultant under this Agreement during the twelve (12) months preceding the event giving rise to the claim; or(b)the applicable limits of the Consultant's professional errors and omissions insurance. Nothing in this Article shall limit the Consultant's obligation to indemnify the Town pursuant to Article 12 or the Consultant's liability for fraud or willful misconduct. ARTICLE 27. SURVIVING PROVISIONS The provisions of Articles 3 (Acceptance and Final Payment), 11 (Damages), 12 (Indemnity), 16 (Ownership of Work Product), 17 (Confidentiality), and 26 (Limitation of Liability) shall survive the expiration or termination of this Agreement. IN WITNESS WHEREOF the Town of Southold has caused these presents to be duly executed and the Consultant has caused these presents to be signed by its authorized representative, the day and year first above written. TOWN OF SOUTHOLD I By: f4� 62r ( J !�r' ✓ .nS/` � , �l� Name: Title: Town Supervisor Date: HARDESTY &HANOVER, LLC SeanA Digitally signed by / ,,..Sean A Bluni Date.2026.04.09 By: Bluni 10:45:55-04'00' Name: Sean A. Bluni Title: Chief Executive Officer Date: April 9, 2026 APPROVED AS TO FORM: Town Attorney