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RESOLUTION 2022-770
ADOPTED DOC ID: 18420
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2022-770 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
SEPTEMBER 20,2022:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to enter into a professional services contract with Enviroscience
Consultants for consultant services related to the removal of asbestos from the Fishers Island
Police Barracks at a cost not to exceed $8,825.00, as outlined in their proposal dated September
16, 2022, all in accordance with the Town Attorney.
Denis Noncarrow
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Sarah E.Nappa, Councilwoman
SECONDER:Louisa P. Evans, Justice
AYES: Nappa,Doroski,Mealy, Doherty, Evans, Russell
i
THIS AGREEMENT made and entered into this '30 of September 2022, by and between
Town of Southold (hereinafter referred to as "Town"), a municipal corporation organized and
existing under and by virtue of the laws of the State of New York (mailing address: c/o Dennis
Noncarrow, Town Clerk, P.O. Box 1179, Southold, New York 11971-0959), party of the first part,
and Enviroscience Consultants, Inc. (hereinafter referred to as "Consultant") with an address at
2150 Smithtown Avenue, Ronkonkoma New York 11779, party of the second part.
WITNESSETH: That the Town and Consultant, for the consideration named, hereby agree as follows:
1. PURPOSE.
The Consultant shall provide Environmental Asbestos Abatement Consulting and Testing Services to
the Town to facilitate renovation of the Fishers Island Police Barracks.
2. SPECIFIC SERVICES.
The Consultant shall perform all the tasks set forth in the Proposal submitted to the Town dated
September 16, 2022, a copy of which is attached hereto as Appendix A and made a part hereof.
3. TIME AND ATTENDANCE; COOPERATION BY THE TOWN.
The services to be rendered under this Contract shall be completed within three(3)months of execution
of the contract.
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.
Inpayment for the services to be performed hereunder by Consultant, the Town shall make
payments to Consultant as follows:
(a) For the services to be performed by Consultant pursuant to paragraph 2 hereof,
the Town shall pay Consultant as set forth in 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.
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. The acknowledges that Consultant in_the Proposal stated that it intends to
use the services of the firm Enviorscience for the completion of certain tasks and consents to
same.
11. COMPLIANCE WITH STATUTES.
Consultant agrees that Consultant will comply with all statutes, ordinances, local laws, codes, rules
and regulations which are or may be applicable to Consultant's services, activities and duties set
forth in this agreement. .
12. NOTICES.
Any and all notices and payments required hereunder shall be addressed as follows, or to such
-other address .as may hereafter be designated in writing by either party hereto:
To Town: Dennis Noncarrow
Town Clerk
Town of Southold
PO Box 1179
Southold, NY 11971-0959
To Consultant: Bart Gallagher
Enviroscience Consultants, Inc.
2150 Smithtown Avenue
Suite 3
Ronkonkoma,NY 11779
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.
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 Dennis Noncarrow, 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
Enviroscience Consultants, Inc.
By: -- _
Bart Gallagher
STATE OF NEW YORK)
) ss..
COUNTY OF SUFFOLK)
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On the_�of=r in the year 2022 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.
�I lb -n Vn rr(M ij
Notary Public
LAUREN M.STANDISH
Notary Public-State of New York;
No.01 ST6164008
Qualified in Suffolk County
Commission Expires April,9,20Za
STATE OF NEW YORK)
) ss.:
COUNTY OF SUFFOLK)
On the 3O of September in the year 2022 before me, the undersigned, personally appeared Bart
Gallagher, 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.
V,
Notary Public
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2150 Smithtown Ave.,Suite 3,Ronkonkoma,NY 11779
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Mr. Michael Collins Ref no:7348
Town of Southold Date: Sep 16, 2022
53095 Main Road
PO Box 1179
Southold, NY 11971-4602
Proposal
Fishers Island Police Barracks-Basement Asbestos Air Monitoring
Code IDetails I Pricel Otyl Subtotal I Tax%I Taxl Total USD
802 NYS DOL Variance Filing Fee 2,350.00 1 2,350.00 2,350.00
Asbestos Abatement Scope of Work- 750.00 1 750.00 750.00
including technical specifications suitable for
solicitation of price quotes from qualified
contractors. Includes review of the bids
received by the Town to assist the Town in
selecting a qualified contractor to complete
the project
141 Asbestos Project Monitor(hourly) 95.00 35 3,325.00 3,325.00
100 PCM Air Sample Analysis 20.00 45 900.00 900.00
260 Environmental Project Manager 125.00 4 500.00 500.00
Travel 400.00 1 400.00 400.00
Lodging and meals 250.00 1 250.00 250.00
Abatement Close-out Report 350.00 1 350.00 350.00
Our rep Totals USD 8,825.00 0.00 8,825.00
Bartley Gallagher
Y gPositWon D"ate
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DESIGN a If ISPEG T ION • TEST INN ° ANALYSIS
Page 1
RECEIVED
OCT 13 2022
Southold Town Clerk.
Office of the Town Attorney
Town of Southold
Town Hall Annex, '5 4 3 7 5 Route 25
P.O. Box 1179
Southold,"New York 11971-0959
Telephone : 631-765-1939
Facsimile: 631-765-6639
MEMORANDUM
To: Denis Noncarrow, Town Clerk
From: Melissa Mirabelli
Secretary to the Town Attorney
Date: October 12, 2022
Subject:, Retainer Agreement with Enviorscience Consultants, Inc.
With respect to the above-referenced matter, I am enclosing the original
Agreement together with the Resolution.
If you have any questions regarding the enclosed, please do not hesitate to call
me. Thank you.
/ms
Enclosures
cc: Accounting
Engineering