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Home My WebLink AboutDPW Trailer Asbestos Abatement o��g�IFOLK�oli o - N � DEC _ 6 202 South®ed Town Clekk 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: December 5, 2023 Subject: Agreement Property Solutions Contracting Corp- DPW Trailer Asbestos Abatement With respect to the above-referenced`matter, I am enclosing a copy of fully executed Agreement for your records 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 i I THIS AGREEMENT made and entered into this of November 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 Property i Solutions Contracting Corp. (hereinafter referred to as "Contractor")with an address at201A Shore Rd, Mt. Sinai, Ny 11766 with a mailing address of P.O. Box 1101, Miller Place, New York 11764, party of the second part. WITNESSETH: That the Town and Contractor, for the consideration named,hereby agree as follows: 1. PURPOSE. The Contractor shall provide professional services including all labor,supervision,equipment,tools and materials to perform the work for the DPW Trailer Asbestos Abatement. 2. SPECIFIC SERVICES. The Contractor shall perform all the tasks as set forth in the bid submitted to the Town dated October 10, 2023,a copy of which is attached hereto as Appendix"A"and made a part hereof.All work to be done in strict compliance with all applicable Federal,State and local regulations and guidelines governing the safe removal and proper disposal of asbestos containing material. 3. .1'1ME AND ATTENDANCE: COOPERATION BY THL-- 'TOWN. The services to be rendered under this Contract shall be completed within two(2)months of execution of the contract. The Town agrees to cooperate with Contractor, as needed, and to provide Contractor 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 Contractor 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. In payment for the services to be performed hereunder by Contractor, the Town shall make payments to Contractor as follows: (a) For the services to be performed by Contractor pursuant to Paragraph"2" hereof,the Town shall pay Contractor as set forth in the Proposal (Appendix "A"). Contractor shall submit an itemized voucher for work actually completed on a monthly basis to the Town Comptroller. Such voucher shall be due and payable within 45 days after receipt of such voucher, subject to review of the Comptroller and approval for payment by the Town Board. (b) The Town shall process any vouchers received from Contractor as expeditiously as possible. i 5 (c) 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. (d) Contractor acknowledges that Contractor is familiar with the requirements of Section 118 of the Town Law which, in effect, prohibits payment of any of Contractor'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: TF-MMINATION. 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) Contractor dies; (b) Contractor incurs a disability which makes Contractor unable to perform the services which Contractor is required to I perform hereunder; (c) Contractor files a Petition in Bankruptcy Court or a Petition is filed against Contractor in Bankruptcy Court, or Contractor is adjudged bankrupt or makes an assignment for the benefit of creditors; or (d) a Receiver or Liquidator is appointed for Contractor and/or Contractor's I 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. i jIn the event that Contractor refuses or fails to provide the services required hereunder with due diligence, or fails to make prompt payment to persons supplying labor for Contractor's services hereunder,or refuses i 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 Contractor written notice that Contractor has 20 days to cure said default;and if,at the end of said 20-day period,Contractor has not cured said default, the Town may then terminate this agreement on 7 days'prior written notice to Contractor. Except as prohibited by law,the Town and Contractor hereby waive trial by jury in any litigation arising out of,or connected with,or relating to this Agreement. 6. SKILLS OF CONTRACTOR:CONFLICTS OF INT13I213ST. Contractor represents that Contractor has the requisite skills and experience to perform the services hereunder. 7. INDEPENDENT CONTRACTOR STATUS. i Contractor and the Town agree that in the performance of Contractor's services hereunder,Contractor is an independent contractor and shall not be deemed to be an employee or agent of the Town for any purpose whatsoever. The Contractor 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. CONTRACTOR'S INSURANCE The Contractor 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 Contractor 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 Contractor 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 and the Town 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 $2,000,000 for injuries, including wrongful death to any one person and subject to the-same limit for each person, in an amount not less than $5,000,000 on account of any one occurrence. 2. Property damage insurance in an amount not less than$500,000 for damage on account of all occurrences. The.Town shall be named as a certificate holder and an additional insured on all policies of insurance and shall furnish nroof of same to the Town Attorney prior to its commencement of any_ work under this Agreement. (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. INDEMNTFICATION Contractor 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. Contractor 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. 11. COMPLIANCE WITH STATUTES, Contractor agrees that Contractor will comply with all statutes, ordinances, local laws, codes, rules and regulations which are or may be applicable to Contractor'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 Contractor: Property Solutions Contracting Corp. P.O. Box 1101 Miller Place,New York 11764 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. II 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 i principles. Contractor hereby submits to the jurisdiction of the Courts of the State of New York for i 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 Nonearrow, Town Clerk, and the Contractor 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 SO HOLD By. i Scott A.Russell,Supervisor PROPERTY SOLUTIONS CONTRACTING CORP. By: � � 1�--- President STATE OF NEW YORK) COUNTY OF SUF FOLK)ss: On the�of 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 Public LAUREN M.STANDISH NOTARY PUBLIC,STATE OF NEW YON negistraition No.OIST6164008 Qualified In Suffolk Counlr,, Commission E*ra April 9.=ad STATE OF NEW YORK) I COUNTY OF SUFFOLK)ss: On the of November in the year 2023 before me,the undersigned,personally appeared j/� ,0,�,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 Public EVELYN C.MARTINO NOTARY pUBLIC-STATE OF NEW YORK NO.Q1it1A4 4618 @19�l.lFlt;f3!i<' uFFOt,K COUNTY