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RESOLUTION 2021-953
ADOPTED DOC ID: 17594 A
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2021-953 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
DECEMBER 14, 2021:
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
services associated with improvements to the Southold Town Recreation Center Bathrooms, at a
cost not to exceed $14,000, all in accordance with the Town Attorney.
Denis Noncarrow
Southold Town Clerk
RESULT: ADOPTED \[UNANIMOUS\]
MOVER: Louisa P. Evans, Justice
SECONDER: Robert Ghosio, Councilman
AYES: Nappa, Dinizio Jr, Doherty, Ghosio, Evans, Russell
RECEIVED
JAN _ 6 P
THIS AGREEMENT made and entered into this of PoeembeT.e6ft by and between Town of
Southold(hereinafter referred to as"Town"),a municipal corporation organized an4ft9 dna V9iQ!e rk
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 the proposed Renovations to the
Recreation Center's Bathrooms located at 970 Peconic Ln,Peconic,NY 11958.
2. SPECIFIC SERVICES.
The Consultant shall perform all the tasks set forth in the proposal submitted by Consultant to the
Town dated December 2, 2021 and stamped received by the Southold Town Clerk December 9,
2021,as supplemented by correspondence from Consultant's representative,Christopher F. Dwyer,
to the Town of Southold Engineering Department regarding estimated costs for four (4) phases;
Design & Permitting, Construction Document, Bid and Construction Administrative & Observation
phases (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(ADA compliance) of the
bathrooms at the Town's Recreation Center on Peconic Lane, Peconic. 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 an expeditious manner as
is reasonably possible in conformance with estimated timeframes contained in the RFP.
The Town agrees to cooperate with Consultant, as needed, and to provide Consultant with copies
of any records, documents and other information needed for performance of this agreement on a
timely basis. The Town further agrees to provide Consultant with access to appropriate officials
and/or employees of the Town, as may be needed in the performance of the agreement.
Moreover, both parties understand and agree that mutual accountability and responsiveness is
critical to the successful completion of 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
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shall pay Consultant as set forth Section II of the Proposal. Consultant 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 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.
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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:
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 relating
to 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.
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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
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:
Raymond G.DiBiase,PE.PTOE
STATE OF NEW YORK)
) ss..
COUNTY OF SUFFOLK)
`k aamtdN aoaa.
On the � of Bier in the year 20M 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.
� A I-i 4-4&T�;
Notary Public
STATE OF NEW YORK) LAUREN M.STANDISH
ss.: Notary Public-State of New York
No.01 ST6164008
COUNTY OF SUFFOLK) Qualified in Suffolk County
Commission Expires April 9,2023
On theo"7of December in the year 2021 before me,the undersigned,personally appeared Raymond
G.DiBiase P.E.,P.T.O.E.,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 i tvi ual or the
person upon whose behalf of which the individual acted,executed a 'nstrument. Y
CHRISTINE WIEGAND
NOTARY PUBLIC,State of New York Notary Public
No.01WI6210359,Suffolk County �r
Commission Expires August 17 �ZJ
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