HomeMy WebLinkAboutGalante, Wayne I RESOLUTION 2023-99
ADOPTSD DO D . 18711 A
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2023-99 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JANUARY 17,2023:
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 Wayne
I. Galante, Certified Court Reporter,.or his agent of Galante Stenographic Services in connection
with Court Reporting Services for the Board of Trustees in the amount of$850.00 per meeting
for the term January 1, 2023 through December 31, 2023, all in accordance with the approval of
the Town Attorney. Funds are available in budget line A.8090.4.500.600
Denis Noncarrow
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Brian 0. Mealy, Councilman
SECONDER:Sarah E.Nappa, Councilwoman
AYES: Nappa, Doroski, Mealy,Evans,Russell
EXCUSED: Jill Doherty
o�aS�F�otK�, RECEIVED
N JAN 2 5 2023
S®uthold Town Clerk.
Office of the Town Attorney
Town of Southold
Town Hall Annex, 54375 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: Missy Mirabelli
Secretary to the Town Attorney
Date: January 20, 2023
Subject: Galante Stenographic Services
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.
/mm
Enclosures
cc: Accounting
Trustees
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT, made this &0 day of January, 2023 between the TOWN OF
SOUTHOLD; a municipal corporation of the State of New York, having its office and principal
place of business at 53095 Main Road, Southold, Town of Southold, Suffolk County,New York
11971-0959, and WAYNE I. GALANTE, Certified Court Reporter, residing at 14 Calico Court,
Riverhead,New York 11901.
WHEREAS,the Town of Southold wishes to engage the services of Wayne I. Galante, Certified
Court Reporter, of Galante Stenographic Services who will personally, or by his agent(who must
be similarly certified as a court reporter), provide court reporting services, including
transcription, to the Board of Trustees of the Town of Southold;
WHEREAS, Wayne I. Galante (hereinafter"Contractor")hereby agrees to perform services as a
Certified Court Reporter to the Board of Trustees of the Town of Southold (hereinafter "Town")
as follows:
1. Subject to the terms and conditions of this Agreement the Town hereby engages the
Contractor as an independent contractor to perform the services set forth herein, and the
Contractor hereby accepts such engagement. This agreement shall not render the Contractor an
employee,partner, agent of, or joint venturer with the Town for any purpose. The Contractor is
and will remain an independent contractor in [his or her] relationship to the Town. The Town
shall not be responsible for withholding taxes with respect to the Contractor hereunder. The
Contractor shall have no claim against the Town hereunder or otherwise for vacation pay, sick
leave, retirement benefits, social security,worker's compensation, health or disability benefits,
unemployment insurance benefits, or employee benefits of any kind.
2. The term of this Agreement shall be effective January 1, 2023 through December 31, 2023.
3. The flat fee of$850.00 shall be paid per regularly scheduled meeting of the Board of Trustees.
Such appearance shall be required as scheduled by the Board of Trustees, from the start to the
close of the meeting, and said fee shall include, but not be limited to, any and all costs incurred
by the Contractor for transportation, equipment and transcription of said testimony.
4. Such transcription shall be provided to the office of the Board of Trustees no later than one
calendar month after the meeting.
5. If, for any reason, Wayne I. Galante, or his agent, are unavailable for a regularly scheduled
meeting of-the Board of Trustees of the Town of Southold, notice must be given to the office of
the Board of Trustees no later than ten(10) business days before the meeting.
6. Contractor will submit monthly vouchers showing the date and times they performed said
service and will also show the amount the Town owes to them for that those services. The Town
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 to the Town Board or Town Comptroller and shall have been audited
and allowed by the Town Board or Town Comptroller.
7. Either parry to this agreement may terminate this Agreement at any time by 30 working days'
written notice to the other. In addition, if the Contractor is convicted of any crime or offense,
fails or refuses to comply with the written policies or reasonable directive of the Town, is guilty
of serious misconduct in connection with performance hereunder, or materially breaches
provisions of this Agreement,the Town at any time may terminate the engagement of the
Contractor immediately and without prior written notice to the Contractor.
8. The Contractor will carry liability insurance (including malpractice insurance, if warranted)
relative to any service that [he or she] performs for the Town.
9. 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[his or her] performance of
this Agreement.
10. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, if any, successors, and assigns.
11. The laws of the state of New York shall govern the validity of this Agreement,the construction
of its terms and the interpretation of the rights and duties of the parties hereto.
12. The proper venue for any and all claims arising from this agreement, and all parties consent
to, County of Suffolk, State of New York.
13. Waiver by one party hereto of breach of any provision of this Agreement by the other shall
not operate or be construed as a continuing waiver.
14. The Contractor shall not assign any of [his or her] rights under this Agreement, or delegate
the performance of any of[his or her] duties hereunder, without the prior written consent of the
Town.
15. Any and all notices, demands, or other communications required or desired to be given
hereunder by any party shall be in writing and shall be validly given or made to another party if
personally served,or if deposited in the United States mail,certified or registered,postage prepaid,
return receipt requested. If such notice or demand is served personally, notice shall be deemed
constructively made at the time of such personal service. If such notice, demand or other
communication is given by mail, such notice shall be conclusively deemed given five days after
deposit thereof in the United States mail addressed to the party to whom such notice, demand or
other communication is to be given as follows:
If to the Contractor:
Wayne I. Galante
Galante Stenographic Services
14 Calico Court
Riverhead,New York 11901
If to the Town:
Town of Southold
c/o Denis Noncarrow, Town Clerk
P.O. Box 1179
Southold,New York 11971-0959
Any party hereto may change its address for purposes of this paragraph by written notice given
in the manner provided above.
16. No amendment, change or modification of this Agreement shall be valid unless in writing
signed by the parties hereto.
17. This document and any exhibit attached constitute the entire understanding and agreement of
the parties, and any and all prior agreements, understandings, and representations are hereby
terminated and canceled in their entirety and are of no further force and effect. At no time shall
the document be held negatively towards the drafter.
18. The Contractor acknowledges having received, read, and understood this Agreement, and
attachments thereto. Contractor further acknowledges that Town has accorded Contractor ample
time and opportunity to consult with independent legal counsel and other advisors of its own
choosing concerning the potential benefits and risks of entering into this Agreement.
19. If any provision of this Agreement, or any portion thereof, is held to be invalid and
unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and
effect.
20. For the purpose of this Agreement, a facsimile of a signature shall be deemed an original.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year
first written above. The parties hereto agree that facsimile signatures shall be as effective as if
originals.
Town of Southold Contractor
By: By:
Scott A. Russell, Supervisor Wayne 1. 6alante, Certified Court Reporter
STATE OF NEW YORK)
) SS..
COUNTY OF SUFFOLK)
On this 0 day of January in the year 2023 before me, the undersigned, WAYNE I.
GALANTE,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 `' Jf ( A Q '--M. 1
Notary Public
LAUREN M. STANDISH
STATE OF NEW YORK) Notary Public-State of New York
SS.: No.01ST6164008
Qualified in Suffolk County
COUNTY OF SUFFOLK) Commission Expires April 9, 2023
On this a day of January in the year 2023 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 Pu 1'
MICHELLE L TOMASZEWSKI
NOTARY PUBLIC-STATE OF NEW YORK
No. 01T06156671
Qualified in Suffolk County
My Commission Expires 11-27-2026