HomeMy WebLinkAboutL.K. McLean Associates RESOLUTION 2019-164
ADOPTED DOC ID: 14947
TRIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2019-164 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
FEBRUARY 12,2019:
RESOLVED that the Town Board of the Town of Southold hereby authorizes Scott A. Russell
to enter into a professional services contract with L.K. McLean Associates, P.C., for architectural
&engineering services associated with improvements to the Southold Town Hall Annex, at a
cost not to exceed $218,900, all in accordance with the Town Attorney.
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Elizabeth A.Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: James Dinizio Jr, Councilman
SECONDER:Jill Doherty, Councilwoman
AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell
THIS AGREEMENT made and entered into this/,,4L-day of March, 2019, by and between Town
of Southold (hereinafter referred to as "Town"), a municipal corporation organized and existing
under and by virtue of the laws of the State of New York (mailing address: c/o Elizabeth A.
Neville, Town Clerk, P.O. Box 1179, Southold,New York 11971-0959), party of the first part,
and Louis K McLean &Associates Engineers & Surveyors PC (hereinafter referred to as
"Consultant") with an address at 437 South Country Road, Brookhaven New York 11719, party
of the second part.
WITNESSETH: That the Town and Consultant, for the consideration named, hereby agree as
follows:
1. PURPOSE.
The Town hereby retains Consultant, on the terms and conditions set forth hereinafter, for the
purpose of providing Professional Architectural and Engineering Services for Improvements to
the Southold Town Hall Annex located at 54375 Route 25, Southold, New York.
2. SPECIFIC SERVICES.
The Consultant shall perform all the tasks set forth in the proposal submitted by Consultant to the
Town dated February 2019 and stamped received by the Southold Town Clerk February 7, 2019,
as supplemented by correspondence from Consultant's representative, Christopher F. Dwyer, to
the Town of Southold Engineering Department regarding estimated costs for"Task 6—
Construction Observation." (collectively referred to as "the Proposal") in response to the Town's
Request for Proposals for professional services relative to the evaluation, design and renovation
of the town Hall Annex to, among other things, renovate the space previously used as a bank
into a code compliant courtroom facility to house the Town of Southold Justice Court. All work
shall be completed in accordance with the aforementioned proposal, a copy of which is attached
hereto and made a part hereof.
3. TIME AND ATTENDANCE: COOPERATION BY THE TOWN.
Consultant shall perform the services described herein and attached hereto in as expeditious a
manner as is reasonably possible in conformance with estimated timeframes contained in Section
4.0 of the Proposal.
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.
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Moreover,both parties understand and agree that mutual accountability and responsiveness is
critical to the successful completion of the project, and therefore both shall always use their best
faith efforts to be accountable and promptly responsive to each other.
4. COMPENSATION.
In payment for the services to be performed hereunder by Consultant, the Town shall make
payments to Consultant as follows:
(a) For the services to be performed by Consultant pursuant to paragraph 2 hereof,
the Town shall pay Consultant as set forth Section 4.0 of the Proposal. Contractor
shall submit an itemized voucher for work actually completed on a monthly basis with
the Town Comptroller and the Town will pay. Such voucher shall be due and payable
within 45 days after receipt of such voucher,but such sum shall not be due and payable
by the Town until the Town Board of the Town has received such a voucher and has
audited and approved for payment the signed voucher to be submitted by Consultant
in connection therewith.
(b) The Town Board shall process any vouchers received from Consultant as
expeditiously as possible.
(c) In the event that the Town disputes or objects to any portion of any voucher submitted
by Consultant pursuant to this paragraph,the Town shall,within 30 days of the receipt
of such voucher, notify Consultant in writing of such dispute or objection.
(d) Consultant acknowledges that Consultant is familiar with the requirements of section
118 of the Town Law which,in effect,prohibit payment of any of Consultant's claims
against the Town unless an itemized voucher therefore shall have been presented to
the Town Board or Town Comptroller and shall have been audited and allowed by the
Town Board or Town Comptroller.
5. TERM OF AGREEMENT; TERMINATION.
This agreement shall commence on the Agreement being fully executed and shall terminate
upon completion of, and payment for, all the tasks outlined in the Proposal, provided, however,
that this agreement shall terminate immediately in the event that (a) Consultant dies; (b)
Consultant incurs a disability which makes Consultant unable to perform the services which
Consultant is required to perform hereunder; (c) Consultant files a Petition in Bankruptcy Court
or a Petition is filed against Consultant in Bankruptcy Court, or Consultant is adjudged bankrupt
or makes an assignment for the benefit of creditors; or(d) a Receiver or Liquidator is appointed
for Consultant and/or Consultant's 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.
In the event that Consultant refuses or fails to provide the services required hereunder with
due diligence, or fails to make prompt payment to persons supplying labor for Consultant's
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services hereunder, or refuses or fails to comply with applicable statutes, laws or ordinances, or
is guilty of a substantial violation of any provision of this agreement, the Town shall send
Consultant written notice that Consultant has 20 days to cure said default; and if, at the end of
said 20-day period, Consultant has not cured said default, the Town may then terminate this
agreement on 7 days' prior written notice to Consultant.
Except as prohibited by law, the Town and Consultant hereby waive trial by jury in any
litigation arising out of, or connected with, or relating to this Agreement.
6. SKILLS OF CONSULTANT; CONFLICTS OF INTEREST.
Consultant represents that Consultant has the requisite skills and experience to perform the
services hereunder.
7. INDEPENDENT CONSULTANT STATUS OF CONSULTANT.
Consultant and the Town agree that in the performance of Consultant's services hereunder,
Consultant is an independent consultant and shall not be deemed to be an employee or agent of
the Town for any purpose whatsoever. The Consultant shall assume all blame, loss and
responsibility of any nature by reason of neglect or violation of any federal, state, county or
local laws, regulations or ordinances.
8. CONSULTANT'S INSURANCE
The Consultant shall not commence work under this Contract 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) Liability 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:
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1. General liability insurance in an amount not less than $1,000,000 for injuries, including
wrongful death to any one person and subject to the same limit for each person, in an
amount not less than $2,000,000 on account of any one occurrence.
2. Property damage insurance in an amount not less than$300,000 for damage on account
of all occurrences.
The Consultant shall furnish the above insurances to the Town and shall also name the Town as
an additional named insured in said policies.
(c) Any accident shall be reported to the office of the Town Clerk 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 thereafter as possible, but not later than three (3) days after the
date of such accident.
9. INDEMNIFICATION
Consultant shall release,indemnify,defend and hold harmless the TOWN,its officers,
employees,and representatives from and against any and all demands,liabilities,losses,
damages,expenses (including attorney's fees)and judgments for any personal injuries,death,or
property damage in any way relatingto or arising from this Contract and the services to be
performed under this contract.
10. PROHIBITION AGAINST ASSIGNMENT.
Consultant is hereby prohibited from assigning, transferring, conveying, subletting or otherwise
disposing of this agreement or his right, title or interest in this agreement without prior written
consent of the Town. The acknowledges that Consultant in the Proposal stated that it intends to
use the services of the firm Nelson &Pope for the completion of certain tasks and consents to
same.
11. COMPLIANCE WITH STATUTES.
Consultant agrees that Consultant will comply with all statutes, ordinances, local laws, codes,
rules and regulations which are or may be applicable to Consultant's services, activities and
duties set forth in this agreement.
12. NOTICES.
Any and all notices and payments required hereunder shall be addressed as follows, or to such
other address as may hereafter be designated in writing by either party hereto:
To Town: Elizabeth A. Neville, RMC, CMC
Town Clerk
Town of Southold
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PO Box 1179
Southold, NY 11971-0959
To Consultant: Christopher F. Dwyer
L.K. McLean Associates, P.C.
437 South Country Road,
Brookhaven New York 11719
13. WAIVER.
No waiver of any breach of any condition of the Agreement shall be binding unless in writing
and signed by the party waiving said breach. No such waiver shall in any way affect any other
term or condition of this Agreement or constitute a cause or excuse for a repetition of such or any
other breach unless the waiver shall include the same.
14. APPLICABLE LAW.
This Agreement and the rights and obligations of parties hereunder shall be construed in
accordance with and be governed by the laws of the State of New York without regard to
conflicts of laws and principles. Consultant hereby submits to the jurisdiction of the Courts of
the State of New York for all disputes relating to this Agreement and agrees that venue for all
disputes shall be in Suffolk County.
15. COMPLETE AGREEMENT, 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.
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IN WITNESS WHEREOF, the Town of Southold has caused its corporate seal to be affixed
hereto and these presents to be signed by Scott A. Russell, its Supervisor, duly authorized to do
so, and to be attested to by Elizabeth A. Neville, Town Clerk, and the Consultant has caused its
corporate seal to be affixed hereto and these presents to be signed by its President, the day and
year first above written.
Town of Southold
By:
Scott A. Russell, Supervisor
Louis K McLean &Associates
Engineers & Surveyors PC
By: AtX1___
STATE OF NEW YORK)
) ss..
COUNTY OF SUFFOLK)
On theOday of March in the year 2019 before me, the undersigned, personally appeared Scott
A. Russell,personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity and that by his signature on the instrument,the individual or the
person upon whose behalf of which the individual acted, executed the instrument.
&0v&k/I wh _4 ah
Notary Public
LAUREN M.STANDISH
STATE OF NEW YORK) Notary Public-State of New York
No.01 ST6164008
ss.: Qualified in Suffolk County
COUNTY OF SUFFOLK) Commission Expires April 9,2023
n the/5' of March in the year 2019 before me, the undersigned, personally appeared
personally known to me or proved to me on the basis of satisfactory
ev dence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity and that by his/her
signature on the instrument, the individual or the perso on whose beh f o hich the
individual acted, executed the instrument.
r
CHRISTINE WIEGAND Notary Public
NOTARY PUBLIC,State of New York
No.01W16210359,Suffolk Cou
nt►,_,
Commission Expires August 17—NZ(-
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RECEIVE®
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APER 3 2099
Southold Tow �J�
Office of the Town Attorney
Town of Southold
Town Hall Annex, 54375 Route 25
P.O. Box 1179
Southold, New York 11971-0959
Telephone : 631-765-1939
Facsimile: 631-765-6639
MEMORANDUM
To: Ms. Elizabeth A. Neville, Town Clerk
From: Mary Silleck
Secretary to the Town Attorney
Date: April 2, 2019
Subject: A,-reement with L.K. McLean Associates,P.C.
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