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HomeMy WebLinkAboutJust, Glenn Glenn Goldsmith, President y�QS�FFU('I-.00 Town Hall Annex Michael J. Domino �� y� 54375 Route 25 John M. Bredemeyer IIIc a P.O. Boz 1179 A. Nicholas Krupski o Southold, NY 11971 Greg Williams ?� ® p! Telephone(631) 765-1892 Fax(631) 765-6641 BOARD OFTOWN TRUSTEES TOWN OF SOUTHOLD RECEIVED MEMORANDUM AUG - 4 2020 TO: Betty Neville, Town Clerk Southold Town Clerk FROM: Elizabeth Cantrell, Senior Clerk Typist DATE: August 3, 2020 SUBJECT: Independent Contractor Agreement For your records, attached is an original 2020 Independent Contractor Agreements for Glenn Just of J.M.O. Environmental Consulting Services to perform endangered bird monitoring for dredging purposes. Also attached is the Town Board Resolution regarding this agreement. If you have any questions regarding this matter, please do not hesitate to contact me. Attachment: Resolution 2019-830 & Independent Contractor Agreement uvra� ® RESOLUTION 2019-830 ADOPTED DOC ID: 15594 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.2019-830 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON SEPTEMBER 24,2019: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to enter into a one(1)year contract with Glenn Just to conduct Red Knot Bird Monitoring during.dredging operations in Southold Town Waters pursuant to the requirements of the United States Fish and Wildlife Service Special Conditions, at a rate of one hundred and twenty five'($125)dollars per hour,funded from budget line A.8090.4.500.300, subject to the approval_of the Town Attorney. eyeON. • - I Elizabeth A.Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William P. Ruiand,Councilman SECONDER:Louisa P.Evans, Justice AYES: bihizio Jr,Ruland,Doherty,Evans, Russell ABSENT. Robert Ghosio r AGREEMENT THIS AGREEMENT, entered into this — day of March, 2020, by and between the Town of Southold,New York ("the Town"), a municipal corporation organized and existing under the laws of the State of New York with offices at 53095 Main Road, Southold, New York, and Glenn Just (the "Contractor"),with an address of 121 Jessup Avenue, Quogue,NY 11959; WITNESSETH, that the Town and the Contractor, for the consideration hereinafter named, agree as follows: ARTICLE I. WORK TO BE DONE AND CONSIDERATION THEREFOR The Contractor shall conduct the Red Knot Bird Monitoring, pursuant to the requirements of the United States Fish and Wildlife Service Special Conditions, during dredging operations in Southold Town Waters as needed. The Contractor will furnish all labor, materials, supplies, equipment and other similar items necessary or proper for, or incidental to, the work contemplated by this Contract-and in strict accordance with such changes as are ordered and Iapproved pursuant to this Contract. ARTICLE 2. TIME OF COMPLETION The services to be rendered under this Contract shall be for a one (1) year period from the date of execution. ARTICLE 3. ACCEPTANCE AND FINAL PAYMENT Upon completion of the Contractor shall Town and twenty fivedollars ($125 00) per Comptroller an dolla emized voucher and the Town will pay the Contractor at a rate of one hundred hour. The Town shall pay the Contractor upon the submission of a voucher at the conclusion of a month of bird monitoring. Such voucher shall be due and payable within 45 days after receipt of such voucher, but such sum shall not be due and nble by the.and approved foe l the v Board of the Town has received such a voucher and has audited r payment thoucher to be submitted by Contractor in connection therewith. The Town Board shall process any voucher received from Contractor as expeditiously as possible. In the event that the Town disputes or objects to any portion of any voucher submitted by Contractor pursuant to this paragraph, the Town shall, within 30 days of the receipt of such voucher, notify Contractor in writing of such dispute or objection. Contractor acknowledges that Contractor is familiar with the requirements of section 118 of the Town Law which, in effect, prohibit payment of any of Contractor's claims against the Town ss an and shall have been auditedized voucher and allowed by the ave been presented to the Town Board or Town Comptroller Town Board or Town Comptroller. The acceptance by the Contractor of the final payment shall be, and shall operate as a release to the Town from all claims and all liabilities to the Contractor for all the things done or furnished in connection with this work and for every act and neglect of the Town and others relating to or arising out of, this Contract, except Contractor's claims for interest upon the final payment, if this payment be improperly delayed. No payment, however final or otherwise, shall operate to release the Contractor or its sureties from any obligations under this Contract. ARTICLE 4. CHANGES TO THE CONTRACT AND EXTRA WORK (a) The Town may at times, without notice to the Contractor's surety and without invalidating the Contract, order extra work or make changes by altering, adding to, or deducting from the work contemplated herein and may adjust the Contract price accordingly, pursuant to Paragraph (b) below. The Contractor shall not deviate from, add to, delete from, or make changes in the Work required to be performed hereunder unless so directed by a written Change Order. f the on costs or tome,ther is cted by Contrachor shall to perform extra work prior to an agreement promptly comply with the Change Order o derofmade unless suchclaim extrafor workextra or�change k or an s change in the work shall be allow ordered by a written Change Order from the Town. (b) The amount of compensation to be paid to the Contractor for any extra work, as so ordered, shall be determined as follows: 1. By a lump sum mutually agreed upon by the Town and the Contractor; or 2. Using the applicable price or prices within the Contract and/or Bid and approved by the Town and the Contractor. (c) Regardless of the method used by the Tin otermining the value of a wn the ge Order, the Contractor shall submit to theTown adetailed payment breakdown o Contractor's estimate of the value of the omitted or extra work. (d) Unless otherwise specifically provided for in a Change Order, the agreed compensation specified therein for extra work includes full payment for extra work covered thereby, and the Contractor waives all rights to any other compensation for such extra work, damage or expense, including claims for delay, damage or expense. (e) The Contractor shall and hereby agrees to produce any and all data the Town may request, including but not limited , time sheets,Subcontractorsereceiving dopayrolls, foreman's cuments, freightoand daily reports, bills and vouchers of trucking receipts, etc. (f) All change orders shall be processed, executed and approved in the following manner: (i) if the estimated cost of the extra work is less than $1,000 in the aggregate, a Change Order Form must be processed and executed by the Supervising Department Head; (ii) if the estimated cost of the extra work is greater than $1,000, then a Change Order Form must be executed by the Supervising Department Head and submitted to the Town Board for consideration and approval by resolution. The Contractor must submit a detailed explanation of why the Change Order is needed and must also be submitted to the Town Board prior to its approval. The Change Order must also be approved by the Town Comptroller and the Town Attorney. Once this procedure is completed,the Contractor may proceed with the extra work. The Town will not accept any alteration to this form and no payment for Extra Work shall be due the Contractor unless it executes a Change Order on this Form. (g) If the Contractor claims that any work which the Contractor has been ordered to perform will be extra work, that the Contractor for any reason cannot comply with the terms and provisions of the Contract, or that any action or omission of the Town is contrary to the terms and provisions of the Contract and will require the Contractor to perform extra work,the contractor shall: 1. Promptly comply with the Town's direction to perform the work which the contractor claims will be extra work; and 2. Proceed diligently, pending and subsequent to the determination of the Town with respect to any said disputed matter, with the performance of the work m accordance with all the instructions of the Town. (h) No claim for extra work shall be allowed unless it was performed pursuant to change order duly approved by the Town Board. The Contractor's failure to comply with any part of this provision shall be deemed to be: 1. A conclusive and binding determination on the part of the Contractor that said change order, work, action or omission does not involve extra work and is not contrary to the terms and provisions of the Contract, and 2. A waiver by the Contractor of all claims for additional compensation, time or damages as a result of said change work, act or omission. (i) The value of claims for extra work, if allowed shall be determined methods described in the Contract including,but not limited to, section(b) immediately above. ARTICLE 5: CONTRACTOR'S OBLIGATIONS (a) The Contractor shall be responsible for the full and correct performance of the Work required by this Contract within the time specified herein, including work of the Contractor's Subcontractors, and any errors therein shall be corrected at the Contractor's own cost and expense. In addition,the Contractor shall indemnify the Town for any costs or expenses attributable to errors in performance by the Contractor or the Contractor's Subcontractors. ible for (b) The Contractor agrees that the Contractor thislcontract, herotect and hher or not the all be solely samesmay be all labor and material provided for and erected in place, and for all its plans, tools, equipment, materials, tools of the Contractor's employees and agents, etc. for all adjoining private and public property, and all existing Work on the Project Site, which may be damaged by the Contractor's coor's Work.e to any of the shall the Town be liable to the Contractor for loss of, pilferage, g same. In the event of said b lrnbor ot firetetheft (prrespect ve of thet, tools or unegligencet of the damaged, lost or destroyed by reason parties hereto or others), civil commotion, riot, insurrection, violence, war, acts of God, etc., the Contractor's responsibility therefore shall be absolute, and the Contractor shall replace, repair, rebuild, and make good any and all said damage or loss of any and all kinds whatsoever. (c) Contractor shall be responsible for securing all permits required to perform the Work and/or required by the applicable laws, regulations, ordinances, etc., and maintain the validity of all such permits throughout the contract duration, if any. ARTICLE 6. CONTRACTOR'S INSURANCE The Contractor represents that it has obtained all appropriate insurance for performance under this contract and such insurance has been approved by the Town. The Contractor 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 sthe on thereaftersuch as pos'ble andetailed written not titer than report must be submitted to the Town a three (3) days after the date of such accident. ARTICLE 7. REPRESENTATIONS OF CONTRACTOR The Contractor represents and warrants: (a) That it is financially solvent and that it is experienced in and competent to perform the type of work to be furnished by it; and (b) That it is familiar with all federal, state, municipal and department laws, ordinances and regulations which may in any way affect the work or those employed therein. ARTICLE 8. PERMITS AND REGULATIONS The Contractor shall comply with all permits issued to the Town in connection with the services furnished under this Agreement. ARTICLE 9. NO DAMAGES FOR DELAY The contractor agrees to make no claim for increased costs, charges, expenses or damages for delay in the performance of this Contract, 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 Contractor be or anticipate being delayed or disputed in performing the work hereunder for any reason, it shall promptly, and in no even more than two (2) 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 Contractor 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 Contract if. (a) The Contractor is adjudged bankrupt or makes an assignment for the benefit of creditors; or (b) A receiver or liquidator is appointed for the Contractor or for any of its property and is not dismissed within 20 days after such appointment or the proceedings in connection therewith are not stayed on appeal within the said 20 days; or (c) The Contractor refuses or fails to prosecute the work or any part thereof with due diligence; or (d) The Contractor fails to make prompt payment to persons supplying labor for the work; or (e) The Contractor fails or refuses to comply with all applicable laws or ordinances; or (f) The Contractor is guilty of a substantial violation of any provision of this Contract; (g) The Town's execution and participation in this contract is found to be in violation of an existing collective bargaining agreement. (h) In any event, the Town, without prejudice to any other rights or remedy it may have, may, with our without cause, by seven (7) days' notice to the Contractor, terminate the employment of the Contractor and its right to proceed as to the work. In such case, the Contractor shall not be entitled to receive any further payment beyond what owed in quantum meruit. ARTICLE 11. DAMAGES It is hereby mutually covenanted and agreed that the relation of the Contractor to the work to be performed by it under this Contract shall be that of an independent contractor. As an independent contractor, it will be responsible for all damage, loss or injury to persons or property that may arise in or be incurred during the conduct and progress of said work,whether or not the Contractor, its agents, or employees have been negligent. The Contractor shall hold and keep the Town free and discharged of and from any and all responsibility and liability of any sort or kind. The Contractor shall assume all responsibility for risks or casualties of every description, for loss or injury to persons or property arising out of the nature of the work, from the oodaction an damages that ts, or from may cur anyconsequence e of reseen or unusual difficulty. The Contractor shall make g y g the work or any part of it. The Contractor shall assume all blame, loss and responsibility of any nature by reason of neglect or violation of any federal, state, county or local laws,regulations or ordinances. ARTICLE 12. INDEMNITY AND SAVE HARMLESS AGREEMENT The Contractor agrees to indemnify and save the Town, its officers, agents and employees harmless from any liability imposed upon the Town, its officers, agents and/or employees arising from the negligence, active or passive, of the Contractor and from and against any damages, claims, or expenses, including reasonable attorney's fees, arising out of Contractor's breach of the Agreement or from Contractor's acts or omissions outside the scope of the Agreement or arising out of claims or actions by third parties against Contractor by virtue of its performance of this Agreement. ARTICLE 13. NO ASSIGNMENT In accordance with the provisions of section 109 of the General Municipal Law, the Contractor is hereby prohibited from assigning, transferring, conveying, subletting or otherwise disposing of this Agreement, or of its right, title or interest ini Agreement, orprevious consent in writing of the Town.s power to execute is Agreement, to any other person or corporation without the ARTICLE 14. REQUIRED PROVISIONS OF LAV Each and every provision of law and clause required by law tobe inserted dthis hontract mistake shall r be deemed to have been inserted herein. If any such provision is not otherwise, then upon the application of either party, this Contract shall be physically amended forthwith to make such insertion. In particular,the Contractor shall, among other things, fully comply with: (a) Labor Law section 220-e and Executive sections 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) The parties hereto, in accordance with the provisions of section 220(3) -of the Labor Law, if applicable, hereby agree that there shall be paid each employee engaged in work under this Contract not less than the wage rate sand supplements set opposite the trade or occupation in which he/she is engaged, as listed on Exhibit A attached hereto and made a part of this Agreement, which are the wage;rates and supplements established as the prevailing rate of wages for the work covered by this Contract. (b) Labor classifications not appearing on the schedule of wages can be used only with the consent of the Owner and then the rate to be paid will be given by the Owner after being advised by the Department of Labor. (c) The Contractor shall post in a prominent and,accessible place on the site of the work a legible statement of all wage rates and supplements, as specified in the Contract, for the various classes of mechanics,workingmen/women, or laborers employed on the work. ARTICLE 16. AUTHORITY FOR EXECUTION ON BEHALF OF THE TOWN The Supervisor has executed this Agreement pursuant to a Resolution adopted by the Town Board of the Town of Southold, at a meeting thereof held on . Scott A. Russell, Supervisor, whose signature appears hereafter, is duly authorized Mid empowered to, executeshall is instrument and enter into such an Agreement on behalf of the Town. This instrument be executed in duplicate. At least one copy shall be permanently filed, after execution thereof, in the office of the Town Clerk,Elizabeth Neville. ARTICLE 17. NOTICES Any and all notices and payments required hereunder shall be addressed as follows, or to such other address as may hereafter be designated in writing by either party hereto: To Town: Elizabeth A.Neville,RMC, CMC Southold Town Clerk P.O. Box 1179 Southold,NY 11971-0959 With a copy to: Michael Domino, Southold Board of Trustees Town of Southold P.O. Box 1179 Southold,NY 11971-0959 To Contractor: Glen Just 121 Jessup Avenue Quogue,NY 11959 ARTICLE 18. WAIVER No waiver of any breach of any condition of the Agreement shall be binding unless in writing and signed by the party waiving said breach.No such waiver shall in any way affect any other term or condition of this Agreement or constitute a cause or excuse for a repetition of such or any other breach unless the waiver shall include the same. ARTICLE 19. 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 20. APPLICABLE LAW This Agreement is governed by the laws of the State of New York. IN WITNESS WHEREOF, the Town of Southold has caused these presents to be signed by Scott A. Russell, its Supervisor, duly authorized-t first above written.d the Contractor has caused these presents to be signed by its President,the day and y Glen Just By: Glen Just Town of Southold By: Scott A. Russell, Supervisor STATE OF NEW YORK) ss.. COUNTY OF SUFFOLK) On this i I day of March in the year 2020 before me,the undersigned, personally appeared Glen Just,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. 7k4l-- Notary Public JANE C COHEN Notary Public w York COg333267 No. STATE OF NEW YORK) Ouaiified in Suffolk County My Commission Exp, 1111612023 ss.. COUNTY OF SUFFOLK) k JU-ax, On this_k day of Deli in the year 2020 before me,the undersigned,personally appeared SCOTT A.RUSSELL,personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity and that by his signature on the instrument,the individual or the person upon whose behalf of which the individual acted, executed the instrument. Notary Public LAUREN M. STANDISH Notary Public-State of New York No.01 ST6164008 Qualified in Suffolk County Commission Expires April 9,2023 Glenn Goldsmith,President '*V so(/ry Town Hall Annex 0 Michael J.Domino,Vice-President ,`O l0 54375 Route 25 P.O.Box 1179 John M.Bredemeyer III Southold,New York 11971 A.Nicholas Krupski G Q Telephone(631) 765-1892 Greg Williams �� �� Fax(631) 765-6641 Iy�DUN'T`1,�� BOARD OF TOWN TRUSTEES TOWN OF SOUTHOLD MEMORANDUM RECEIVED TO: Supervisor Scott Russell JUL 2 0 2020 FROM: Elizabeth Cantrell, Senior Clerk Typist Southold Town Clerk DATE: June 15, 2020 SUBJECT: Independent Contractor Agreement Attached are two (2) copies of the 2020 Independent Contractor Agreements for Glenn Just of J.M.O. Environmental Consulting Services that peed to be executed by you. The agreements are regarding Glenn Just performing,endangered bird monitoring for - --dredging purposes.--Also-attached-is-the-Town-Board-Resolution regarding-this-- - agreement. Please sign and notarize the two agreements and return them to me at your earliest convenience. If you have any questions regarding this matter, please do not hesitate to contact me. Attachment: Resolution 2019-830 & Independent Contractor Agreement RESOLUTION 2019-830 ADOPTED DOC ID: 15594 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2019-830 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON SEPTEMBER 24,2019: RESOLVED that the Town Board of the Town of Soutl}old hereby authorizes and directs Supervisor Scott A. Russell to enter into a one(1)year contract with Glenn Just to conduct Red Knot Bird Monitoring during dredging operations in Southold Town Waters pursuant to the requirements of the United States Fish and Wildlife Service Special Conditions, at a rate of one hundred and twenty five ($125) dollars per hour, funded from budget line A.8090.4.500.300, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: , William P. Ruland, Councilman_ SECONDER:Louisa P. Evans, Justice AYES: Dinizio Jr, Ruland, Doherty, Evans, Russell ABSENT: Robert Ghosio r N AGREEMENT THIS AGREEMENT, entered into this - day of March, 2020, by and between the Town of Southold, New York("the Town"), a municipal corporation organized and existing under the laws of the'State of New York with offices at 53095 Main Road, Southold, New York, and Glenn Just (the "Contractor"),with an address of 121 Jessup Avenue; Quogue,NY 11959; WITNESSETH, that the Town and the Contractor, for the consideration hereinafter named, agree as follows: ARTICLE I. WORK TO BE DONE AND CONSIDERATION THEREFOR The Contractor shall conduct the Red Knot Bird Monitoring, pursuant to the requirements of the United States Fish and Wildlife Service Special Conditions, during dredging operations in Southold Town Waters as needed. The Contractor will furnish all labor, materials, supplies, equipment and other similar items necessary or proper for, or incidental to, the work contemplated by this Contract-and in strict accordance with such changes as are ordered and approved pursuant to this Contract. ARTICLE 2. TIME OF COMPLETION The services to be rendered under this Contract shall be for a one (1)year period from the date of execution. ARTICLE 3. ACCEPTANCE AND FINAL PAYMENT le with the Town Comptroller an itemized voucher Upon completion of the Contractor shall fi and the Town will pay the Contractor at a rate of one hundred and twenty five dollars ($125.00) per hour. The Town shall pay the Contractor upon the submission of a voucher at the conclusion of a month of bird monitoring. Such voucher shall be due and payable within 45 days after receipt of such voucher, but such sum shall not be due and payable by the Town until the Town Board of the Town has received such a voucher and has audited and approved for payment the voucher to be submitted by Contractor in connection therewith. The Town Board shall process any voucher received from Contractor as expeditiously as possible. In the event that the Town disputes or objects to any portion of any voucher submitted by Contractor pursuant to this paragraph,the Town shall, within 30 days of the receipt of such voucher, notify Contractor in writing of such dispute or objection. Contractor acknowledges that Contractor is familiar with the requirements of section 118 of the Town Law which, in effect, prohibit payment of any of Contractor's claims against the Town unlessand shall have have been audited and allzed voucher therefore owed by the l have been presented to the Town Board or Town Comptroller Town Board or Town Comptroller. The acceptance by the Contractor of the final payment shall be, and shall operate as a release to the Town from all claims and all liabilities to the Contractor for all the things done or furnished in connection with this work and for every act and neglect of the Town and others relating to or arising out of, this Contract, except Contractor's claims final or ointerest otherwise,final shall operate �releasenthe ent be improperly delayed. No payment, however Contractor or its sureties from any obligations under this Contract. ARTICLE 4. CHANGES TO THE CONTRACT AND EXTRA WORK (a) The Town may at times, without notice to the Contractor's surety and without invalidating the Contract, order,extra changes may adjust the gContra adding price or deducting from the work contemplated herein and accordingly, pursuant to Paragraph (b) below. The Contractor shall not deviate from, add to, delete from, or make changes in the Work required to be performed hereunder unless so directed by a written Change Order. f the on coststrorctor is time, thected by Contractor shall to perform extra work prior to an agreement promptly comply with the Change Order of the Town. No claim for extra work or any change in the work shall be allowed or made unless such extra work or change is ordered by a written Change Order from the Town. (b) The amount of compensation to be paid to the Contractor for any extra work, as so ordered, shall be determined as follows: 1. By-a lump sum mutually agreed upon by the Town and the Contractor; or 2. Using the applicable price or prices within the Contract and/or Bid and approved by the Town and the Contractor. (c) Regardless of the method used by the Town in determining the value of a Change Order, the Contractor shall submit to the Town a detailed extra work.payment breakdown of the Contractor's estimate of the value of the omitted (d) Unless otherwise specifically provided for in a Change Order, the agreed compensation specified therein for extra work includes full payment for extra work covered thereby, and the Contractor waives all rights to any other compensation for such extra work,. damage or expense, including claims for delay,damage or expense. (e) The Contractor shall and hereby agrees to produce any and all data the Town may request, including but not limited to, time sheets, receiving ng documents, freightpayrolls, foreman's oand daily reports, bills and vouchers of Subcontractors, trucking receipts, etc. All change orders shall be processed, executed and approved in the following manner: (i) if the estimated cost of the extra work is less than $1,000 in the aggregate, a Change Order Form must be processed and executed by the Supervising Department Head; u if the estimated cost of the extra work is greater than$1,000, then a Change Order Form must be executed by the Supervising Department Head and submitted to the Town Board for consideration and approval by resolution. The Contractor'must submit a detailed explanation of why the Change Order is needed and must also be submitted to the Town Board prior to its approval. The Change Order must also be approved by the Town Comptroller and the Town Attorney. Once this procedure is completed,the Contractor may proceed with the extra work. The Town will not accept any alteration to this form and no payment for Extra Work shall be due the Contractor unless it executes a Change Order on this Form. (g) If the Contractor claims that any work which the Contractor has been ordered to perform will be extra work, that the Contractor for any reason cannot comply with-the terms and provisions of the Contract, or that any and°will reor muire°n of the Town is contrary the Contractor to performto the extra terms and provisions of the Contractq work,the contractor shall: 1. Promptly comply with the Town's direction to perform the work which the contractor claims will be extra work; and pending and subsequent to the determination of.the Town - - _ Proceed diligently, p g q with respect to any said disputed mater; with the performance of the work-in - accordance with all the instructions of the Town. (h) No claim for extra work shall be allowed unless it was performed pursuant to change order duly approved by the Town Board. The Contractors failure to comply with any part of this provision shall be deemed to be: 1. A conclusive and binding determination on the part of the Contractor that said change order, work, action or omission does not involve extra work and is not contrary to the terms and provisions of the Contract, and 2. A waiver by the Contractor of all claims for additional compensation, time or damages as a result of said change work, act or omission. (i) The value of claims for extra work, if allowed shall be determined methods described in the Contract including,but not limited to, section(b) immediately above. ARTICLE 5: CONTRACTOR'S OBLIGATIONS (a) The Contractor shall be responsible for the full and correct performance of the Work required by this Contract within the time specified herein, including work of the Contractor's Subcontractors, and any errors therein shall be corrected at the Contractor's own cost and expense. In addition,the Contractor shall indemnify the Town for any costs or expenses attributable to errors in performance by the Contractor or the Contractor's Subcontractors. (b) The Contractor agrees that the Contractor shall protect and shall be solely responsible for all labor and material provided for under this contract, whether or not the same may be erected in place, and for all its plans,tools, equipment, materials,tools of the Contractor's employees and agents, etc. for all adjoining private and public property, and all existing Work on the Project Site, which may be damaged by the Contractor's Work. In no event shall the Town be liable to the Contractor for of, f, pilferage, tools or equipment,ge to etc., are the same. In the event of said labor and materials, plant, damaged, lost or destroyed by reason of fire, theft (irrespective of the negligence of the parties hereto or others), civil commotion, riot, hlviolence, and the Contractor shall etc., the Contractor's responsibility therefore sal be absolute, replace, repair, rebuild, and make good any and all said damage or loss of any and all kinds whatsoever. (c) Contractor shall be responsible for securing all permits required to perform the Work and/or required by the applicable laws, regulations, ordinances, etc., and maintain the validity of all such permits throughout the contract duration, if any. ARTICLE 6. CONTRACTOR'S INSURANCE ° -- - - -- - - - ---- - The-Contractor represents that it has obtained all appropriate insurance for performance under - ---- - - ----- - this contract and such insurance has been approved by the own: - - The Contractor 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 suchlerk as soon as accident A detailedbwritten le and not later than twenty-four (24) hours from the time of report must be submitted to the Town as soon thereafter as possible and not later than three(3)days after the date of such accident. ARTICLE 7. REPRESENTATIONS OF CONTRACTOR The Contractor represents and warrants: (a) That it is financially solvent and that it is experienced in and competent to perform the type of work to be furnished by it; and (b) That it is familiar with all federal, state, municipal and department laws, ordinances and regulations which may in any way affect the work or those employed therein. ARTICLE 8. PERMITS AND REGULATIONS The Contractor shall comply with all permits issued to the Town in connection with the services furnished under this Agreement. ARTICLE 9. NO DAMAGES FOR DELAY The contractor agrees to make no claim for increased costs, charges, expenses or damages for delay in-the performance of this Contract, 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 for ntirtr t sohall promptly,pand ine no delayed or disputed in performing the work hereunder yeason even more than two (2) 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 regq itement shall be the Schedule then in in effectcient use to deny Contractor a change in Schedule and to require it to conform ARTICLE 10. TOWN'S RIGHT TO STOP WORK OR TERMINATE CONTRACT The Town shall have the right to stop work or terminate the Contract if. (a)' The Contractor is adjudged bankrupt or makes an assignment for the benefit of creditors; or A receiver or liquidator is appointed for the Contractor or for any of its property and is not dismissed'withiii 20 days after-such-appointment-or the proceedings-.in,-connection therewith are not stayed on appeal within the said 20 days; or (c)' The Contractor refuses or fails to prosecute the work or any part thereof with due diligence; or (d) The Contractor fails to make prompt payment to persons supplying labor for the work; or (e) The Contractor fails or refuses to comply with all applicable laws or ordinances; or (f) The Contractor is guilty of a substantial violation of any provision of this Contract; (g) The Town's execution and participation in this contract is found to be in violation of an existing collective bargaining agreement. (h) In any event, the Town, without prejudice to any other rights or remedy it may have, may, with our without cause, by seven (7) days'Geed as to the work.ice to the Contractor, suchcease, the inate the employment of the Contractor and its right to pr Contractor shall not be entitled to receive any further payment beyond what owed in quantum meruit. ARTICLE 11. DAMAGES r It is hereby mutually covenanted and agreed that the relation of the Contractor to the work to be performed by it under this Contract shall be that of an independent contractor. As an independent contractor, it will be responsible for all damage, loss or injury to persons or property that may arise in or be incurred during the conduct and progress f said work,whether or not the shall hold and keep the Town freeaand, its agents, discharged or employees have been negligent. The Contractor of and from any and all responsibility and liability of any sort or kind. The Contractor shall assume all responsibility for risks or casualties of every description, for loss or injury to persons or property arising out of the nature of the work, from the action of the elements, or from any unforeseen or unusual difficulty. The Contractor shall make good any damages that may occur in consequence of the work or any part of it. The Contractor shall assume all blame, loss and responsibility of any nature by reason of neglect or violation of any federal, state,county or local laws,regulations or ordinances. ARTICLE 12. INDEMNITY AND SAVE HARMLESS AGREEMENT The Contractor agrees to indemnify and save the Town, its officers, agents and employees harmless from any liability imposed upon theC�ctor and fromits officers, gents and/or employees and against any damages,claims, ng from the negligence, active or passive, of the or expenses,including reasonable attorney's fees, arising out of Contractor's breach of the Agreement or from Contractor's acts or omissions outside the scope of the Agreement or arising out of claims or actions by third parties against Contractor by virtue of its performance of this Agreement. - --- --- -ARTICLEA3. NO ASSIGNMENT In accordance with the provisions of section 109 of the General Municipal Law, the Contractor is hereby prohibited from assigning, transferring, conveying, subletting or otherwise disposing of this Agreement, or of its right, title or interest in thisconsent Agreement, o i writing ts power toof the Towexecutens Agreement, to any other person or corporation without the previous ARTICLE 14. REQUIRED PROVISIONS OF LAW Each and every provision of law and clause required by law to be inserted in this Contract shall be deemed to have been inserted herein. If any such provision is not inserted, through mistake or otherwise, then upon the application of either party, this Contract shall be physically amended forthwith to make such insertion. In particular,the Contractor shall, among other things,fully comply with: i (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) The parties hereto, in accordance �re shall be provisions the d each employee engaged in work ) of the Labor Law, if applicable,hereby agree thatp under this Contract not less than the wage rate and supplements set opposite the trade or occupation in which he/she is engaged, as listed on Exhibit A attached hereto and made a part of-this Agreement, which are the wage rates and supplements established as the prevailing rate of wages for the work covered by this Contract. (b) Labor classifications not appearing on the schedule of wages can be used only with the consent of the Owner and then the rate to be paid will be given by the Owner after being advised by the Department of Labor. (c) The Contractor shall post in a prominent supplements, and salble place on the s spec fled m the1te of the Con act, forrthe legible statement of all wage rates ppements various classes of mechanics,workingmen/women, or laborers employed on the work. - - -- -- - - - --- - - - - -- -- -- - - ARTICLE 16. AUTHORITY FOR EXECUTION ON BEHALF OF THE TOWN The Supervisor has executed this Agreement pursuant to a Resolution adopted by the Town Board of the Town of Southold, at a meeting thereof held on iQVa. Scott A. Russell, Supervisor, whose signature appears hereafter, is duly authorized Whd empowered to execute this instrument and enter into such an Agreement on behalf of the Town. This instrument shall be executed in duplicate. At least one copy shall be permanently filed, after execution thereof, in the office of the Town Clerk,Elizabeth Neville. ARTICLE 17. 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 parry hereto: To Town: Elizabeth A.Neville,RMC, CMC Southold Town Clerk P.O. Box 1179 Southold,NY 11971-0959 With a copy to: Michael Domino, Southold Board of Trustees Town of Southold P.O. Box 1179 Southold,NY 11971-0959 To Contractor: Glen Just 121 Jessup Avenue Quogue,NY 11959 ARTICLE 18. WAIVER No waiver of any breach of any condition of the Agreement shall be binding unless in wr-iting and signed by the party waiving said breach.No such waiver shall in any way affect any other term or condition of this Agreement or constitute a cause or excuse for a repetition of such or any other breach unless the waiver shall include the same. ARTICLE 19. 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 20. APPLICABLE LAW This Agreement is governed by the laws of the State of New York. IN WITNESS WHEREOF, the Town of Southold has caused these presents to be signed by Scott A. Russell, its Supervisor, duly authorized-to do so, and the Contractor has caused these presents to be signed by its President,the day and year first above written. Glen Just i • I By: Glen Just Town of Southold, By: Scott A: Russell, Supervisor STATE OF NEW YORK) ss.: COUNTY OF SUFFOLK) On this(( l day of March in the year 2020 before me,the undersigned,personally appeared Glen Just,personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity and that by his signature on the instrument,the individual or the person upon whose behalf of which the individual acted,executed the instrument. Notary Public JANE C COHEN - Notary No�01Cpgt333a67wYork - - - STAT-E OF_NEW YQRK)------ --- - -- -Qualified in Suffolk County -- My Gotr ml®oion E 0-gtte/202 - ss.. - COUNTY OF SUFFOLK) On this A day of Mareh in the year 2020 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 ent,the me that he executed the same in his capacityhose behalf of individual or the person upon w which the indiv�idnual acted, xecut that by his on the the 'instrument. l Notary Public LAUREN M.STANDISH Notary Public-State of New York No.01 ST6164008 Qualified in Suffolk County Commission Expires April 9,2023