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HomeMy WebLinkAboutAmerican Recreation Products, Inc - Gazebo/Pavilion at Tasker Park �G tk 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: I i 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. .f 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 -1- 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 -2- 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 -3- 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; -4- (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. -5- 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 -6- 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 -7- 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. -8- 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 -9- - x �9 YERICANRECREA TIONAL r I�OD.UCTS 144 1MEMINCTONBLVD. Estimate ONKONKOMA, NY 11779 Date Estimate# (631) 244-0011 11612021 17616 (631) 750-2624,(F, t Name IAddress TOWN OF SOUTHOLD RECREATION 970 PECIONIC AVENUE SOUTHOLD,NY 11971 's k 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 i F I F i We Iook forward to doing business with you. Total $ 30,606.00 i i