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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