HomeMy WebLinkAboutAmerican Recreation Products, Inc - Gazebo/Pavilion at Tasker Park �G
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RESOLUTION 2021-139
7 SCHEDULED DOC ID: 16815
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.2021-139 WAS
SCHEDULED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD
ON FEBRUARY 2,2021:
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RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute an Agreement between the Town of Southold and
American Recreation Products,Inc., for gazebo/pavilion construction and installation at Tasker
Park pursuant to the terms and conditions of the accepted and contracted bid#18G1 I I dated
January 31,2019 with the Town of Babylon, and extended to the Town of Southold pursuant to
§103(16) of the General Municipal Law, subject to the approval of the Town Attorney and
funded from budget line H.7110.2.500.600 as funded through a community development block
grant.
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Elizabeth A. Neville
Southold Town Clerk
RECEIVED
AGREEMENT NAR - 2 2021
THIS AGREEMENT,made on the Aq day of February, 2021, by and bS Otho n Clerk
Town of Southold, a municipal corporation of the State of New York having its principar
place of business at 53095 Main Road, Southold,New York,hereinafter called the
"Town" and American Recreation Products, Inc., having its principal place of business at
144-1 Remington Blvd. Ronkonkoma,NY 11779, hereinafter called the"Contractor".
WITNESSETH:
WHEREAS, Contractor has submitted to the Town of Babylon a bid opened in
the office of the Babylon Town Clerk on January 3, 2019, ("Bid") in response to the
Town of Babylon's gazebo/pavilion construction and installation needs;
WHEREAS, specifically referenced and incorporated in said bid proposal was an
undertaking pursuant to the General Municipal Law where in the Contractor agreed that
any bid proposal offered could be accepted by other municipalities;
WHEREAS, after a public bidding period,the Contractor's bid was awarded and
a contract was then entered into on January 31, 2019 between the Contractor and the
Town of Babylon, a governmental agency;
WHEREAS, in accordance with §103(16) of the General Municipal Law, the
January 31, 2019 contract between the Town of Babylon and the Contractor, and the
Extension of Contract to Political Subdivisions provisions of the bid proposal,the Town
of Southold wishes to `piggyback' on to such contract award, a copy of which is attached
hereto as Exhibits `B"and"C"; and
WHEREAS,the Town Board of the Town of Southold by Resolution No.
l-111 adopted on , 2021 authorized the Town Supervisor to enter into an
agreement with the Contractor to perform said gazebo/pavilion construction and
installation services at Tasker Park as set forth in the Estimate#�SI(o detailed in Exhibit
«A,,.
NOW,THEREFORE, it is mutually covenanted and agreed by and between the
parties hereto as follows:
I. DEFINITIONS
Terms defined in the Bid Solicitation shall have the same meaning as if
defined herein. For the purposes of this agreement where Exhibits specify "Babylon"the
word"Southold" shall be substituted with the same force and effect as contained therein.
II. SCOPE OF SERVICES
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The Contractor shall perform the services in accordance with the
description of those services as set forth in in Estimate #"Sl dated (0 20�)and Bid
Specifications for Town of Babylon Bid#18G111 attached thereto as Exhibits "A" and
"B', all construction to be completed by Jurie.1 ;,202,1.
III. TERM OF AGREEMENT
The term of this Agreement shall be from the date of execution until Lune
`1a2021 to complete all construction.
IV. PRICE SCHEDULE/COMPENSATION
The contractor will charge the Town Two Hundred Sixty Thousand
Dollars and Twenty Four Cents ($260,000.24)for the installation of new gazebo/pavilion
at Tasker Park per the specifications of the Bid Specifications for Town of Babylon Bid
#18GI I I and set forth in Estimate#gdated I i0 2a3) as found in Exhibit"A".
V. PAYMENTS
A. The Contractor acknowledges that the source of funding for this
project is from a Community Development Block Grant provided by the US Department
of Housing and Urban Development(hereinafter HUD). Payment is contingent upon a
release of funds from HUD. Contractor shall be obligated to generate and submit any and
all requisite HUD reportings prior the submission of a voucher for payment.
The Contractor shall receive payments for services performed during the
prior calendar month after inspection and approval by the Department of Public Works.
The Contractor shall submit a request for payment on a Town approved voucher form
along with Contractor's invoice which shall include a summary of the scope of work
performed and certified payroll records as applicable.
The Town shall pay the Contractor upon the submission of a voucher at the
completion of the project. 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 a
release of funds letter is received by the Town from HUD, and the Town Board of the
Town 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 unless an itemized voucher therefore shall have been presented
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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 Contractor of 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, up to the date of the voucher, 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.
The Town shall be entitled to deduct from any payment owning to Contractor any
sums expended by the Town to cure any default or other Agreement non-compliance by
Contractor or to protect the Town from loss on account of claims filed or reasonably
anticipated to be filed.
VI. CONTRACTOR'S WARRANTIES AND REPRESENTATIONS
Contractor makes the following warranties and representations:
A. Contractor represents that the Town has made no commitment
under this Agreement with respect to the volume of projects to be supplied during the
term of this Agreement.
B. Contractor warrants that Contractor shall comply with all federal,
state and local laws, ordinances, and regulations applicable to all of the services to be
performed by Contractor.
C. The Contractor represents that Contractor shall utilize its best
efforts to insure that Minority and Women Owned Businesses (MBE's and WBE's)have
the opportunity to participate as subcontractors under this Agreement. In the event the
Contractor subcontracts twenty-five percent(25%) or more of its work hereunder,
Contractor shall submit to the Town a WBE Utilization Plan,prior to execution of this
Agreement.
VII. INDEMNIFCATION INSURANCE/BONDS
A. Contractor agrees to defend, indemnify and save harmless the
Town of Southold against any and all liability, loss, damage, detriment, suit, claim,
demand, cost, charge, attorneys' fees and expenses of whatever kind or nature which the
Town may directly or indirectly incur, suffer or be required to pay by reason of or in
consequence of the Contractor carrying out or performing under the terms of this
Agreement, or failure to carry out any of the provisions, duties, services or requirements
of this Agreement, whether such losses and damages are suffered or sustained by the
Town directly or by its employees, licensees, agents, engineers, citizens or by other
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persons or corporations, including any of Contractor's employees or agents who may seek
to hold the Town liable therefore. This obligation shall be ongoing, shall survive the
term of this Agreement and include, but not be limited to, claims concerning non-sudden
environmental impairments.
The Contractor shall join in the commencement of any action or
proceeding or in the defense of any action or proceeding which in the opinion of the
Town constitutes actual or threatened interference or interruption with the Town's rights
hereunder, including all appeals which, in the opinion of the Town, may be necessary.
B. Contractor shall procure and maintain the insurance described in
Exhibit"A"for a period commencing on the date of this Agreement and terminating no
earlier than one year following termination of services under this Agreement. All such
insurance coverage shall name the Town as an additional insured and shall provide that
the coverage shall not be changed or canceled until thirty (3 0) days written notice has
been given to the Town. All such insurance shall be issued by a company duly
authorized to transact business in the State of New York and acceptable to the Town and
shall include all riders and additional coverage necessary to insure that Contractor will be
financially able to meet its obligations under the foregoing indemnification.
VIII. FORCE MAJEURE
If either party is delayed or prevented from fulfilling any of its obligations
under this Agreement due to any act, event or condition, whether affecting the Town,the
Contractor, or the Destination Site,to the extent that it materially and adversely affects
the ability of either parry to perform any obligation hereunder(except for payment
obligations), and if such act, event or condition is beyond the reasonable control and is
not also the result of the willful or negligent action, inaction, or fault of the party relying
thereon as justification for not performing an obligation or complying with any condition
required of such parry under the Agreement,the time for fulfilling that obligation shall be
extended day-by-day for the period of the uncontrollable circumstance; provided,
however,that the contesting in good faith or the failure in good faith to contest such
action or inaction shall not be construed as willful or negligent action or a lack of
reasonable diligence of either party. Subject to the foregoing, such acts or events shall
include the following:
(1) an act of God (but not including reasonable anticipated weather
conditions for the geographic area of the Town or Destination Site)hurricane, landslide,
lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a
public enemy, extortion, war, blockade or insurrection,riot or civil disturbance;
(2) the failure of any appropriate federal, state, county,town or local
public agency or private utility having jurisdiction in the areas in which the Contractor is
located to provide and maintain utilities, services,water and sewer lines and power
transmission lines which are required for the operation;
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(3) governmental pre-emption of materials or services in connection
with a public emergency or any condemnation or other taking by eminent domain of any
portion of the Contractor's facilities; and
(4) the presence of hazardous waste upon, beneath or migrating from
the Contractor Facilities.
It is specifically understood that none of the following acts or conditions
shall constitute uncontrollable circumstances: (a) general economic conditions, interest
or inflation rates, or currency fluctuations; (b)the financial condition of the Town,the
Contractor, any of its affiliates or any subcontractor; (c) union work rules, requirements
or demands which have the effect of increasing the number of employees employed
otherwise increasing the cost to the Contractor of operating its haul operation or the
Destination Site; (d) equipment failure; (e) any impact of prevailing wage law, customs
practices on the Contractor's costs; (f) any act, event or circumstances occurring outside
of the United States; or(g) any change in law or in the permit conditions or status.
IX. SUBCONTRACTS
Contractor shall not enter into any subcontracts in connection with the
services to be performed by Contractor hereunder without the prior written approval by
the Town of such subcontracts. All such subcontracts shall make express reference to the
terms and conditions of this Agreement and shall obligate the subcontractor to comply
with all applicable federal, state and local laws, ordinances or regulations relating to the
services to be performed under the subcontract. In the event the subcontractor is required
to furnish any insurance or bonds for the benefit of Contractor, the Town shall also be
named as an additional insured or obligee.
X. PREVAILING WAGE RATES
Contractor agrees to comply with the provisions of the New York State
Labor Laws and the Federal Davis-Bacon wage determination relating to the payment of
prevailing wage rates to the extent applicable. In the event that at any time during
performance under this Agreement the Contractor is required to increase the wages paid
to any of its employees as a result of such requirement, all costs shall be borne
exclusively by Contractor.
XI. DEFAULT
In the event the Contractor fails to perform its obligations under the
Agreement,the Town may terminate the Agreement, procure the services from other
sources and hold the Contractor responsible for any costs incurred. The Town may also
deduct such costs from payments owing to the Contractor. The Town reserves the right
to terminate the Agreement for just cause.
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XII. LIMITATION OF FUNDS
The Contractor agrees that this Agreement shall be deemed executory only
to the extent of the funds currently available for the purposes of this Agreement and that
the Town incurs no liability beyond those available by authorization of the Town Board
as of the date of this Agreement.
XIII. DISPUTES/ARBITRATION
Any disputes between the parties to this Agreement may be referred to
arbitration by mutual agreement of the parties. Absent such an agreement, any actions or
claims by either party hereto shall be commenced in Supreme Court, Suffolk County,
New York.
In the event the parties agree to arbitrate a dispute, such arbitration shall
be conducted in accordance with the rules of the American Arbitration Association. In
no event shall any demand for arbitration be made after the date when institution of legal
or equitable proceedings based on such claim or dispute would be barred by the
applicable statute of limitations. An award rendered by arbitrators following any such
arbitration shall be final and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof.
XIV. MISCELLANEOUS
A. This Agreement shall be governed by the laws of the State of New
York.
B. Contractor shall not assign, convey or otherwise transfer its rights
or obligations under this Agreement without the prior written consent of the Town.
C. This Agreement, including all Exhibits and documents referred to
herein, along with the Specifications, Solicitation and the Bid, and all Appendices and
Exhibits thereto,represent the entire agreement between the Town and Contractor
relating to the services to be performed hereunder. This Agreement may be modified
only by written agreement of Contractor and the Town.
D. To the extent of any inconsistency among the documents
constituting the agreement of the parties,the priority among those documents shall be:
1. This Agreement;
2. Estimate# 1 ;
3. Babylon Contractor's Bid#18G111.
E. Without limiting any other right and/or remedy which the Town
may have at law or under this Agreement, if the Contractor is adjudged bankrupt or
makes an assignment for the benefit of creditors or a receiver is appointed for the
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Contractor or any insolvency arrangement proceedings are instituted by or against the
Contractor,the Town may terminate this Agreement.
F. Contractor agrees that it will conduct itself consistent with its
status, said status being that of an independent contractor and, Contractor, its employees
or agents will neither hold themselves out nor claim to be an officer or employee of the
Town of Southold nor make claim to any right accruing thereto including, but not limited
to, Worker's Compensation,Unemployment Benefits, Social Security or retirement
membership or credit.
G. If any provision of this Agreement shall for any reason he held to
be invalid or unenforceable, the invalidity or unenforceability of such provision shall not
affect any of the remaining provisions of this Agreement and this Agreement shall be
enforced as if such invalid and unenforceable provision had not been contained herein.
H. Contractor agrees that it shall not discriminate and that it shall
cause there to be no discrimination against any employee who is employed in the work,
or against any applicant for such employment,because of race, religion, color, sex, age,
marital status,handicap or national origin in any manner prohibited by the laws of the
United States or of the State of New York. These requirements shall include, but not be
limited to, the following: employment; upgrading, demotion or transfer; recruitment or
recruitment advertising; layoff or termination;rates of pay or other forms of
compensation; and selection for training.
XV. NOTICES
All notices required to be given hereunder shall be made in writing by first
class mail addressed as follows:
If to the Town: Supervisor of the Town of Southold
Town Hall
53095 Main Road
P.O. Box 1179
Southold,New York 11971-0959
With a copy to: Department of Public Works
Town of Southold
53095 Main Road
P.O. Box 1179
Southold,NY 11971-0959
If to the Contractor: American Recreation Products, Inc.
144-1 Remington Blvd.
Ronkonkoma,NY 11779
XVI. REQUIRED PROVISIONS OF LAW
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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:
(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).
(f) The parties hereto, in accordance with the provisions of section 220(3) of
the Labor Law, hereby agree that there shall be paid each employee
engaged in work under this Contract not less than the wage rate and
supplements set opposite the trade or occupation in which he/she is
engaged, which are the wage rates and supplements established as the
prevailing rate of wages for the work covered by this Contract.
i. 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.
ii. 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.
XVI. 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 January 19, 2021.
Scott A. Russell, Supervisor, whose signature appears hereafter, is duly authorized and
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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
TOWN OFSOU242�Kee�
LD
By yam
Scott A. Russell, Supervisor
AMERICAN RECREATION PRODUCTS,
INC.
By:
STATE OF NEW YORK)
) ss..
COUNTY OF SUFFOLK)
On this 2-4 day of February in the year 2021 before me,the undersigned,
personally , Authorized Agent of American Recreation Products, Inc.
personally known to nfe 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 whic individual acted executed the
instrument.
N ary Public
MILAGROS NIEVES
STATE OF NEW YORK) NOTARY PUBLIC-STATE OF NEW YORK
No, 01 N16265950
ss.: Qualified in Suffolk County
COUNTY OF SUFFOLK) My, Commission Expires July 23, 202Y
On this qL- day of February in the year 2021 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.
r-vah
Notary Public
LAUREN M. STANDISH
Notary Public-State of New York
No.01 ST6164008
Qualified in Suffolk County
Commission Expires April 9, 2023
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�9 YERICANRECREA TIONAL
r I�OD.UCTS
144 1MEMINCTONBLVD. Estimate
ONKONKOMA, NY 11779 Date Estimate#
(631) 244-0011 11612021 17616
(631) 750-2624,(F,
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Name IAddress
TOWN OF SOUTHOLD RECREATION
970 PECIONIC AVENUE
SOUTHOLD,NY 11971
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Terms FOB AR JOB NUMBER
77]Net 30
Item Description Qty Cost Total
---TASKER PARK OPTION 5—
ORLANDO 20X45 24'x 45'ORLANDO SHELTER-HR-36 ROOF,4:12 1 28,656.00 28,656.00
PITCH,TV EAVE HEIGHT,24 GA.TRIM FASCIA,1
TIER,6 POWDER COATED 7"x 7"SURFACE _
MOUNT COLUMNS.
CALCULATIONS STRUCTURAL CALCULATIONS-STAMPED 1,950.00 1,950.00
ENGINEERING REPORTS
FRT DELIVERY OF SHELTER TO SOUTHOLD,NY 11971 0.00 0.00
(NO CHARGE)
OPTION:CUPOLA$1,536.00(NON CONTRACT
ITEM)
***TOWN OF BABYLON CONTRACT 418G1 I1
***OFF-LOADING,STORAGE AND INSTALLATION
TO BE THE RESPONSIBILITY OF THE TOWN OF s
SOUTHOLD RECREATION
***STRUCTURAL CALCULATIONS-ARE A NON ;
CONTRACT ITEM
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We Iook forward to doing business with you. Total $
30,606.00
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