HomeMy WebLinkAboutDeschamps Mat Systems RESOLUTION 2023-386
` ,ate ADOPTED `'' DOC ID: 19084
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2023-386 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
APRIL 25,2023:
RESOLVED that the Town Board of the Town of Southold hereby accepts the Quote dated
March 28,2023, of Deschamps Mat Systems, Inc. located in Cedar Grove,New Jersey, to
purchase 2 Mobi-mats and Mobi-Chairs in connection with the installation of a blue Mobi-mats
at Goose Creek and Kennys beaches with one Mobi Chair at each location ; and be it further
RESOLVED that the Town Board of the Town of Southold hereby authorizes Supervisor Scott
A. Russell to execute an Agreement between the Town of Southold and Deschamps Mat
Systems, Inc., regarding same, in the amount of$15,956.78, subject to the approval of the Town
Attorney, funded from budget line A.7180.4.100.250.
Denis Noncarrow
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Greg Doroski, Councilman
SECONDER:Sarah E. Nappa, Councilwoman
AYES: Nappa, Doroski,Mealy, Doherty, Evans, Russell
THIS AGREEMENT made and entered into this of May 2023, 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 Deschamps Mat
Systems, Inc. (hereinafter referred to as ."Retailer") with an address at 218 Little Falls Road, #12,
Cedar Grove, New Jersey, 07009, party of the second part.
WITNESSETH: That the Town and Retailer, for the consideration named, hereby agree as follows:
1. PURPOSE.
The Retailer shall provide the items identified by Quote E8417 dated 3/28/2023, including all expenses
incurred for delivery to the Town, for the total sum of$15,956.78.
2. SPECIFIC SERVICES.
The Retailer shall perform all the tasks set forth in Quote E8417 dated 3/28/2023, 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 one(1)month of execution of
the contract.
The Town agrees to cooperate with Retailer, as needed, and to provide Retailer 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 Retailer with access to all work areas and 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 goods to be provided and services to be performed hereunder by
Retailer, the Town shall make payments to Retailer as follows:
(a) For the services to be performed by Retailer pursuant to Paragraph"2" hereof, the Town shall
pay Retailer as set forth in the Quote (Appendix"A"), subject to review of the Comptroller
and approval for payment by the Town Board.
(b) The Town shall process any vouchers received from Retailer as expeditiously as possible.
(c) In the event that the Town disputes or objects to any portion of any voucher submitted by Retailer
pursuant to this paragraph,the Town shall,within 30 days of the receipt of such voucher,notify R e t a i-1 e r
in writing of such dispute or objection.
(d) Retailer acknowledges that Retailer is familiar with the requirements of Section 118 of
the Town Law which, in effect, prohibits payment of any of Retailer's claims against the Town unless
an itemized voucher therefore shall have been presented to the Town Board/Town Comptroller and
shall have been audited and allowed by the Town Board/Town Comptroller.
5. TERM OF AGREEMENT; TERMINATION.
This agreement shall commence on the Agreement being fully executed and shall terminate upon
receipt of, and payment for, all the tasks outlined in the Proposal, provided, however, that this
agreement shall terminate immediately in the event that (a) Retailer files a Petition in Bankruptcy
Court or a Petition is filed against Retailer in Bankruptcy Court, or Retailer is adjudged bankrupt
or makes an assignment for the benefit of creditors; or (b) a Receiver or Liquidator is appointed for
Retailer and/or Retailer'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 Retailer refuses or fails to provide the goods and services required hereunder with due
diligence, or fails to make prompt payment to persons supplying labor for Retailer'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 Retailer written notice that Retailer has
20 days to cure said default; and if, at the end of said 20-day period, Retailer has not cured said default,
the Town may then terminate this agreement on 7 days'prior written notice to Retailer.
Except as prohibited by law, the Town and Retailer hereby waive trial by jury in any litigation arising
out of, or connected with, or relating to this Agreement.
6. INDEPENDENT CONTRACTOR STATUS.
Retailer and the Town agree that in the performance of Retailer's services hereunder, Retailer is an
independent contractor and shall not be deemed to be an employee or agent of the Town for any
purpose whatsoever. The Retailer 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.
7. INDEMNIFICATION
Retailer 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 goods to be sold and services to be performed under this contract.
8. PROHIBITION AGAINST ASSIGNMENT.
Retailer 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.
9. COMPLIANCE WITH STATUTES.
Retailer agrees that Retailer will comply with all statutes, ordinances, local laws, codes, rules and
regulations which are or may be applicable to Retailer's services, activities and duties set forth in this
agreement.
10. NOTICES.
r
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 Retailer: Deschamps Mats Systems, Inc.
218 Little Falls Road,#12
Cedar Grove,New Jersey 07009
11. 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.
12. 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. R e t a i 1 e r 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.
13. 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 Retailer 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
DESCHAMPS MATS SYSTEMS, INC.
By: 11 l
,riV
STATE OF NEW YORK)
COUNTY OF SUFFOLK) ss:
On the q of May 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.
M,UU n`-M , J,[a40 h
Notary Public LAUREN M.STANDISH
NOTARY PUBLIC.STATE OF NEW YORK
Registration No.01ST6164008
01jalifled In Suffolk County_A7
Commission Evires April s,20......
STATE OF� RK)
COUNTY OF S OLK) ss: ��S-S Gk� r"
On the of May in the year 2023 before me,the undersigned,personally appeared
�an��rn ne '�� ersonally known to me or proved to me on the basis of satisfactory evidence
to A 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" IA I,•i '�'
Notary Public
CHRIS NAWAR
IgOTARY PUBLIC OF NEVI JEPSEV
C:OPC MISMIOn 9 50145652
Niy Commisslon Explms-12/10!202.,
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Appendix A
'uyii.`.in s, ill:. -
Qu' ote
218 Little Falls Rd,#12
Cedar Grove,NJ 07009 Date Quote#
3/28/2023 E8417
Customer Ship To
Town of Southold C/O DPW
Time Abrams 53095 Main Road
PO Box 1179 Southold,NY 11971
Southold NY 11971 631-300-6047
Terms Rep FOB Quotation valid until
At Order BAGPR New-Jersey 4/15/2023,
_ L
Ifem
s ri`tion"
<'- p
Q to
ty:1;
300257-1520 Mobi-mat(RecPath)AFX blue jay 5'x 50'2h 20"staples 4 2,219.00 8,876.00
+spikes
t>„.
'300257-,1000. Mobi�inat RecPath ;AFX•blue•a`=5rz3321i;-20.ata'les•>� : `1 ``i���'� :1'639.00: • 1'639:-0'0,,
'l,•-
MC176275 MOBI-CHAIR 2 2,349.00o- 4,698.00
E, ,B:;:.n,.
D LIVERY ozi 'cratin 'Shi in'”Handlin' a iS`
NT:' D-l e' 743'78x. ;743`x785::
l
Freight Quote is an estimate only and may be subject to change at time of shipment Subtotal $15,956.78
If authorized by your terms of sales or approved by your representative your signature below Sales Tax (0.0%) $0.00
will act as consent to proceed with this order as quoted and will become a binding agreement
to purchase.
Credit Card Payments will be assessed a 3.5%fee. Total $15,956.78
Currency Shown in U.S.Dollar-Foreign customers please remit payment in USD to avoid re-invoicing of any exchange rate loss or fees.
Signature
MAY 1 7 2023
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: April 27, 2023
Subject: Agreement between Town of Southold and Deschamps Mat
Systems
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
DPW