HomeMy WebLinkAboutHardesty & Hanover - SEQRA/Strongs Marine eo`OSUFFO(,COG RESOLUTION 2023-615
�a .ADOPTED DOC ID: 19309
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2023-615 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JULY 5,2023:
RESOLVED that the Town Board of the Town of Southold hereby accepts the proposal of
Hardesty &Hanover in the amount of$99,930.00 for the Planning Board SEQRA Consultant for
the Final Environmental Impact Statement preparation for Strong's Storage Buildings. Funds are
available in B.8020.4.500.300 Planning, SEQRA Consultants.
Denis Noncarrow
Southold Town Clerk
RESULT: ADOPTED 15 TO 01
MOVER: Greg Doroski, Councilman
SECONDER:Brian O. Mealy, Councilman
AYES: Nappa, Doroski,Mealy, Doherty, Evans
RECUSED: Scott A. Russell
RECEIVED
�o�QS�FFOt, COG
y� AUG _ 4 2023
o • 'Southold 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: August 3, 2023
Subject: Agreement between Town of Southold Hardesty & Hanover
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
Planning
AGREEMENT
s+ t,IUS�
THIS AGREEMENT, entered into this 1. day of , 2023, by and between the Town of
Southold,New York ("the Town."), a municipal corporation organized and existing under the laws of
the State of New York. with offices at 53095 Main Road, Southold, New York, and Hardesty &
Hanover,(the"Consultant"),with an address of 532 Broadh.ollow Road,Suite 144,Melville,Nrew York-
11747;
ork11747:
Vd1T'NIISSET'H, that the Town. and the Consultant, for the consideration hereinafter named,
agree;as follows:
ARTICLE 1. WORK TO BE DONE AND CONSIDERA'T'ION THEREFOR
The Consultant shall perform the services required to provide a Final Environmental Impact
Statement (FEIS) to the Southold Town Planning Board concerning the development proposal of
applicant Strong's Marina to construct two boat storage buildings on the 32.6 acre parcel,zoned Marine
11 and R-80, and owned by the applicant in Mattituck,New York. The final draft of said FEIS shall
be due on or before December 31,2023.
The Consultant shall receive a fee for said services as per the RFP submitted by the applicant,dated
June 14,2023,in the amount of$99,930.00.
ARTICLE 2. TERIbI OF AGREEMENT
The term of this agreement shall run froth the conni.encement of work in July,2023 through
December 31,2023, and may be extended as required, by mutual agreement of the parties. The Toi,vn
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.
ARTICLE 3. ACCEPTANCE AND FINAL PAYMENT
Upon receipt of written notice that the services required by this Agreement have been fully
performed and an inspection by the Town Supervisor to certifr that the work has been completed to
the satisfaction of the Town,the Consultant shall submit an itemized voucher to the'Town Comptroller
for payment. Such voucher shall be due and payable within forty-five (45) days after receipt of such
voucher, but such swat 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 voucher to be submitted by
Consultant in.connection therewith.
The Town Board shall process any voucher received from Consultant as expeditiously as
possible. In the event that the Town disputes or objects to any portion of any voucher submitted by
Consultant it shall notify Consultant in writing of such dispute or objection. Consultant acknowledges
that Consultant is familiar with the requirements of Section 1 18 of the New York State Town Law
which, in effect,prohibits payment of any claim against the Town unless an itemized voucher therefore
shall have been presented to the Town Board or To%n Comptroller and shall have been audited and
allowed by the Town Board or Town Comptroller.
The acceptance by the Consultant of tile final payment shall be,and shall operate as areleaseto
the 'T'own from all claims and all liabilities to the Consultant for all the things done or furnished in
connection with this work and for every actt and neglect of the Town and others relating to or arising
out of, this Agreement, except Consultant's claim for interest upon the final.payment, if this payment
be improperly delayed. No payment. however .final or otherwise, shall operate to release the
Consultant or its sureties from any obligations under this Agreement.
ARTICLE 4. CHANGES TO THE AGREEMENT AND EXTRA WORK
(a) The Town may at times, without notice to the C o n s u 1 t a n t's surety and without
invalidating the Agreement, order extra work or make changes by altering, adding to, or
deducting from the work contemplated herein and may adjust the proposal fee accordingly,
pursuant to Paragraph (b) below. The Consultant shall not deviate from, add to, delete
from,or make changes in the services required to be performed hereunder unless so directed
by a written Change Order. If. the Consultant is directed by the Town to perform extra
s e r v i c e s prior to an agreement on costs or time, the Consultant shall promptly comply
with the Change Order of the Town. No claim for extra work or any change in the work
shall be allowed or.made unless such extra work or change is ordered by a written
Change Order from the Town.
(b) The amount of compensation to be paid to the Consultant for any extra work, as so
ordered, shall be determined as follows:
I. By a lump sum mutually agreed upon by the Town and the Consultant; or
2. Using the applicable price or prices within the A g r e e m e n t and/or Bid and
approved by the Town and the Consultant.
(c) Regardless of the method used by the Town in determining the value of a Change
Order, the Consultant shall submit to the 'rown a detailed payment breakdown of the
Consultant's estimate of the value of the omitted or extra work.
(d) Unless otherwise specifically provided for in a Change Order, the agreed compensation
specified therein for extra work includes full payment for extra work covered thereby,
and the Consultant waives all rights to any other compensation for such extra work,
damage or expense, including claims for delay, damage or expense.
(e) The Consultant shall and hereby agrees to produce any and all data the Town may request
in order to consider requests for additional compensation, including but not limited to,
time sheets, certified payrolls, foreman's reports, daily reports, bills and other related
documentation.
(f) All change;orders shall be processed, executed and approved in the following manner:
(i) if the estimated cost of the extra work is less than $1,000 in the aggregate, a
Change Order Form must be processed and executed by the Supervising Department
Ilead;
(ii) if the estimated cost of the extra work is greater than$I.,000,then the Change Order
Form must be executed by the Supervising Department Head and submitted to the
Town Board for consideration and approval by resolution. The Consultant must
submit a detailed explanation of why the Change Order is needed, which must also
be submitted to the Town Board prior to its approval. The Change Order must also
be approved by the Town Comptroller and the Town Attorney. Once this procedure
is completed, the Consultant may proceed with the extra work. The Town will not
accept any alteration to this form and no payment for Extra Work shall be due-the
Consultant unless it executes a.Change Order on this Form.
(g) If the Consultant claims that any work which the Consultant has been ordered to perform
will be extra work,that the Consultant for any reason cannot comply with the terms and
provisions of the Agreement, or that any action or omission of the Town is contrary to
the terms and provisions of.the Agreement and will require the Consultant to perform
extra work.the Consultant shall:
1. Promptly comply with the Town's direction to perform the work which the
Consultant claims will be extra work; and
2. Proceed diligently, pending and subsequent to the determination of the Town
with respect to any said disputed matter., with the performance of the work in
accordance with all the instructions of the Town.
(h). No claim for extra work shall be allowed unless it was performed pursuant to Change
Order duly approved by the Towle Board. The Consultant's failure to comply with any
part of this provision shall be deemed to be:
I. A conclusive and binding determination on the part of the Consultant that said
change order, work, action or omission does not involve extra work and is not
contrary to the terms and provisions of the Agreement, and
2. A waiver by the Consultant of all claims for additional compensation, time or
damages as a result of said change work, act or omission.
(i) The value of claims for extra work, if allowed, shall be determined by the methods
described in the Contract including, but not limited to, section (b) immediately above.
AR'T'ICLE 5: CONSULTANT'S OBLIGATIONS
(a) The Consultant shall be responsible for the full and correct performance of the Work
required w i t h i n the time specified herein, including work of any
SubConsultants, and any errors therein shall be corrected at the Consultant's own cost and
expense. In addition, the Consultant shall indemnify the Town for any costs or expenses
attributable to negligent errors in the performance the work of the Consultant or its
SubConsultants.
(b) The Consultant is retained to utilize its expertise of the State Environmental Quality
Review Act to assist, advise and guide the Planning Board in their role as Lead Agency
supervising the SEQRA review of the proposed development. In this regard, Consultant
shall conduct all required testing,analysis and research to identify potential environmental
impacts in its preparation of the requested FETS in a timely and professional manner.
(c) The required tasks of the Consultant are identified at page 3 of the Request for Proposal
(RFP) of the Town dated May 31, 2023 and further specified at page 15 and page 16 of the
Consultant's proposal dated June 14, 202-.
(d) The Consultant shall be solely responsible for all labor and services provided for under
this contract,.
ARTICLE 6.CONSULTANTS INSURANCE
The Consultant shall not commence work under this Agreement until it has obtained all insurance
required under this paratnaph 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) 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 f.Y-om clairris 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:
General liability and.contractual liability insurance in an amount not less than$2,000,000
for injuries, including wrongful death to any one person anal subject to the same limit for
each person, in an amount not less than $4,000,000 general aggregate on account of any
one occurrence.
Property damage insurance in an amount not less than$500,000 for damage on account of
all occurrences.
Commercial auto liability insurance in an amount not less than$2,000,000 for damage on
accottrit of all occurrences.
Ezcess/UmbrelIa insurance with limits of$10,000.00 and other insurance as identified at
Page 20 of the Consultant's proposal dated.Tune 14,2023.
The Consultant shall furnish the above insurances to the Town and shall also name the Town as
certificate holder and additional named insured in said policies.
(c) Any accident shall be reported to the office o£the Town.Clerk as soon as possible and not
later than twenty-four. (24)hours from the tbue of such accident. A detailed w-ri.tten report
must be submitted to the Town as soon thereafter as possible and not later than three (3)
days alter the date of'such accident.
ARTICLE 7.REPRESENTATIONS OF CONSULTANT
The Consultant represents and warrants:
(a)That it is financially solvent and that it is experienced in and competent to perform the type
of work or to furnish services required by it; and
(b)That pit is familiar with all applicable federal, state, municipal and department laws,
ordinances and regulations which may in any way affect the work or those employed
therein.
ARTICLE 8.N`0 DAMAGES FOR DELAY
The Consultant agrees to make no claim for increased costs, charges, expenses or damages for delay in
the performance of this Agreement,or for any delays or hindrances from any cause whatsoever, and
agrees that any such claim shall be fully compensated for by an extension in the time£or substantial
and/or final completion of the work. Should the Consultant be or anticipate being delayed.or disputed
in.performing the work hereunder for any reason,it shall promptly, and in no even more than two (2)
business days after the commencement of any condition which is causing or threatening to cause such a
delay or disruption.notify the Town in writing of the effect of such condition stating why and in what
respects the condition is causing or threatening to cause such delay or disruption. Failure strictly to
comply with this notice requirement shall be sufficient cause to deny Consultant a change in Schedule
and to require it to conform to the Schedule then in.effect.
ARTICLE 9.TOWN'S RIGHT TO STOP WORK OR TERMINATE CONTRACT
The Town shall have the right to stop work or terminate the Agreement if:
(a) The Consultant is adjudged bankrupt or makes an assignment for the benefit of
creditors; or
(b) A receiver or liquidator is appointed for the Consultant or for any of its 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; or
(c) The Consultant refuses or fails to prosecute the work or any part thereof with due
diligence; or
(d) The Consultant fails to make prompt payment to persons supplying labor for the work;
or
(e) The Consultant fails or refuses to comply with all applicable laws or ordinances;or
(fj
The Consultant is guilty of a substantial Violation of any provision of this Agreement;
or
(g) The Town's execution and participation in this Agreement is found to be in violation of
an existing collective bargaining agreement; or
(h) In any event, the Town, without prejudice to any other rights or remedy it may have,
may, with or without cause, by seven (7) days' notice to the Consultant, terminate the
Consultant and prohibit its right to proceed with the work. In such case, the Consultant
shall not be entitled to receive any further payment beyond what owed in quantum
meruit.
ARTICLE 10. DAMAGES
It is hereby mutually covenanted and agreed that the relation of the Consultant to the work to be
performed by it under this Agreement shall be that of an independent contractor. As an independent
contractor, it will be responsible for all damage, loss or injury to persons or property that may arise in
or be incurred during the conduct and progress of said work, to the extent caused by the negligence of
the Consultant,its agents, or employees. The Consultant shall hold and keep the Town free and
discharged of and from any and all responsibility and liability of any sort or kind to the extent caused
by Consultant's negligence.
ARTICLE 11. INDEMNITY AND SAVE HARMLESS AGREEMENT
The Consultant agrees to indemnify and save the]'own,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 Consultant and from and against any damages, claims,or
expenses,including reasonable attorney's fees,arising out of Consultant's breach of the Agreement or
from Consultant's negligent acts or ornissi.ons outside the scope of the Agreement or arising out of
claims or actions by third parties against Consultant by virtue of his negligent performance of this
Agreement. The Town agrees to indemnif}, and save the Consultant,its officers, agents and employees
harmless from any liability imposed upon the Consultant,its officers, agents and/or employees arising
from the negligence, active or passive, of the Town and from and against any damages,claims, or
expenses, including reasonable attorney's fees.
ARTICLE 1.2. NO ASSIGNMENT
In accordance with the provisions of section 109 of the General Municipal Law,the Consultant is
hereby prohibited from assigning, transferring, conveying, subletting or otherwise disposing of this
Agreement, or of its right, title or interest in this Agreement, or its power to execute this Agreement, to
any other person or corporation without the previous consent in writing of the Town.
ARTICLE 13, REQUIRED PROVISIONS OF LAW
Each and every provision of law and clause required by law to be inserted in this Agreement shall be
deemed.to have been inserted herein. If any such provision is not inserted,through mistake or
othenvise,them upon the application of either party-, this Agreement shall be physically amended
forthwith to make such.insertion.. In particular,the Consultant shall, among other things, fully comply
with:
(a) Labor Law section 220-e and Executive Law sections 291.-299 and the Civil Rights Law
relating to prohibition against discrimination and providing equal opportunity..
(b) Affirmative action as required by the Labor Law.
(c) Prevention of dust hazard required.by Labor Law section 222-a.
(d) Preference in etnployment.of persons required by Labor Law section 222.
(e) Eight-hour workday as required by Labor Law section 220(2).
ARTICLE 14. PREVAILING WAGE RATES REQUIRED BYLAW
(a) This Section Omitted
ARTICLE 15, AUTHORITY FOR EXECUTION ON BEHALF OF THE TOWN
This Agreement has been.executed in accordance,with a Resolution 2023-615 adopted by the Town
Board of the Town of Southold,at a meeting thereof held on July 5,2023 and its execution on behalf of
the Town.is duIv authorized. This instrument shall be executed in duplicate. At least one copy shall be
permanently filed, after execution thereof, in the office of the Town Clerk, Denis Noncarrow.
ARTICLE 16. 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: Denis Noncarrow
Southold Town Clerk
P.O. Box 1179
Southold,NY 11971-0959
To Consultant:Hardesty& Hanover,LLC
1501 Broadway, Suite 601
New York,NY 10036
Attn: Sean Bluni
ARTICLE 17. NVANER
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.
ARTICLE 18. MODIFICATION
This Agreement constitutes die complete understanding of the parties.No modification of any
provisions thereof shall be valid unless in writing and.signed by both parties.
ARTICLE 19. APPLICABLE LAW
This Agreement is governed by the laws of the State of New York. In the event of any conhoversy or
claim arising out of or relating to this Application for Service contract.or the breach thereof, the parties
specifically consent to the Supreme Court, State of New York, County of Suffolk.
IN WITNESS WHEREOF,the Town of Southold has caused these presents to be duly executed and
the Consultant has caused these presents to be signed by its President,the day and year first above
written.
Town of Southold
By: �u
lA sseJk(Su Pey'o f SG/
Hardesty&Hanover,LLC
By:
can A.Bhmi
Chief Executive Officer
STATE OF NEW YORK)
) ss..
COUNTY OF NEW YORK)
On the,g��hof Jul in.the year 2023 before nie,the undersigned,personally appeared
Sear �'I��; , 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.
1 FANNY A.080RIO
NOTARY PUBLIC,STATE OF NEW YORK
Registration No.OIOSWM93
Qualified in New York County y{
Commission Expires June 16,'kM oC�oZ
STATE OF NEW YORK)
) ss..
COUNTY OF kVFFOLK)
�QUS�'
On thew of Ny in the year 2023 before me,the undersigned,personally appeared
SCA- . . 1 'tA.=I\ ,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 be 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.
4"A '. ��►
Notary Public
LAUREN M.STANDISH
NpTARY PUBLIC,STATE OF NEW YORK
F litr.on No.01 ST6164006
GuWt 04 In Suffolk fooCounty �s�
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