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HomeMy WebLinkAboutEast End Transportation Csl GREGORY F. YAKABOSKI TOWN ATTORNEY MARY C. WILSON ASSISTANT TOWN ATTORNE~f JEAN W. COCHRAN Supervisor Town Hall, 53095 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone ~631 765-1889 Fax (631) 765-1823 E-mail: gr eg.yakab oski~xow~ sour hold.ny.us mary.wi~son~own.southold.ny.us OFFICE OF TI-IE TOWN ATTORNEY TOWN OF SOUTHOLD December24,2001 Ms. Suzan~e Donovan 300 4th Street Greenport, NY 11944 Re: East End Transportation Council Dear Ms. Donovan: Ehclosed. for your records, please find a fulty executed Agreement and Addendum to Agreement (with original signatures), both dated December 20. 2001, between you and the Town of Southold and East End Transportation Council for consultant services. Sincerel aw . ison, bsq. Assistant Town Attorney /md eric. cc: Elizabeth A. Neville, Town Clerk Valerie Scopaz, Town Planner ADDENDUM TO AGREEMENT This addendum to agreement, made this ~ day of December, 2001 modifies the agreement'dated January 31~ 2001 am~ong the Town of Southold, the East End Transportation Council (hereinafter the "EETC') and Suzanne Donovan, 300 4t~ Street. Greenport, New York 11944 hereinafter called the "Consultant". This addendum modifies only those provision described below and shall be incorporated therein and all other provisions of the agreement dated January 31, 2001 remain in full force and effect. Paragraph seven (7): The Consultant shall be reimbursed up to One Thousand Five Hundred Dollars ($1500.00) for travel expenses for thc initial contract term. Said reimbursement for travel expenses shall be retroactive to the commencement of this agreement. This Addendum and the Agreement dated January 31, 2001 sets forth all the terms of the parties' discussions and agreements regarding its subject matter. There are no other agreements, oral or otherwise among the parties to this agreement. The waiver by either party of any term or condition of this agreement shall not constitute a waiver of any other term or condition of this agreement. In the event a provision in this Addendum conflicts with a provision of the Agreement, this Addendum will control. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. JekOa W. Cochran Southold Town Supervisor Suzan~e D~ Designated Repres~ntat~e' East End Transportation Council AGREEMENT THIS AGREEMENT, made this ,?-~:~-¥ day of December, 2001, among the Town of Southold, a municipal corporation having its office an.d principal place of business at 53095 Main Road. Southold, New York 11971, hereinafter the "Town", the East End Transportation Council, hereinafter the "EETC" a research component of the East End Supervisors and Mayors Association and Suzanne Donovan, 300 4th Street, Greenport, New York 11844-1806, hereinafter called the "Consultant". The EETC is hidng the Consultant to perform work exclusively for the EETC and the Town's function is merely as the financial conduit for compensation payments to the Consultant. The Town's above referenced function is subject to change at the EETC and the Town's Discretion. WHEREAS, the EETC did heretofore request proposals for a Consultant to perform duties for the EETC primarily for the Sustainable East End Development Strategy (SEEDS), a study to examine transportation and land use issues across municipal boundaries 'n an effort to foster improved decision-making at the local municipal level, and secondarily for the East End Transportation Strategy, an educational program among the involved municipalities aimed at developing a common transportation strategy for the East End of Long Island. Said Consultant's title will be that of "East End Transportation Coordinator"' WHEREAS, the Town will be responsible for disbursing said Consultant's compensation from funds deposited with the Town from the EETC and; NOW, THEREFORE, IT IS AGREED AS FOLLOWS: I The Consultant does hereby agree to perform all the work as an independent contractor as defined by the Internal Revenue Service and any other relevant agency and is responsible for all reporting, payment of social security taxes and any other taxes, payments or remittance related to her independent contractor status. There shall be no fringe benefits associated with this Agreement. There shall be no health benefits offered to the Consultant. Said consultant will devote herself, her skills and best efforts to the job on a part-time basis for a minimum of five (5) hours per week and not to exceed twenty (20) hours per week. The Consultant is expected to utilize and exercise her professional discretion and independent judgment in fulfilling her Consultant tasks. 2. Notwithstanding any other provision in this agreement, the Consultant s being hired in an "at wilt" status and the Consultant's contract may be terminated by either the EETC or the Consultant at any time for any reason upon thirty (30) days written notice. 3. The Consultant's work shall be performed at a location suitable for her. The Consultant shall set her own hours with the exception of attendance at pre-arranged meetings. The Consultant is required to have access to a computer and automobile at her own expense. The Consultant shall report directly to the Chairperson of the EETC and will provide the EETC with information as to where to contact the Consultant during normal working hours. 4. The Consultant shall secure and maintain such insurance that will protect her from claims under the Worker's Compensation Acts as required by the Workers Compensation Law and from claims for bodily injury, death or property damage which may arise from the performance of her services under this Agreement, in limits of $1.000,000 and $2,000,000 aggregate liability for bodily injury'and property damage. 5. In addition, the Consultant shall indemnify and hold harmless the Town and the EETC from and against all suits, claims, demands or actions for any ~njury sustained or alleged to be sustained by any party or parties in connection with the alleged negligent performance or negligent performance by the Consultant, and in case of any such action brought against the Town or the EETC, the Consultant shall immediately take charge of and defend the same at her own cost and expense. In addition, the Consultant will name the Town and the EETC as an additional insured on all applicable policies. 6. The Consultant will play an active role supporting the SEEDS project currently undertaken by the EETC. The Consultant's chief [asks will include: acting as a coordinator between the SEEDS project and the five East End Towns and nine East End Villages. These tasks will include: EETC outreach and coordination; consensus-building; and analysis of public input and research, data cc!!cct!cn and anc!ysis. The Consultant is expected to attend EETC meetings as well as Town and Village meetings during normal working hours as well as occasional evening meetings, weekend obligations and outreach scheduled dudng normal responsible for interacting meetings which may or may not be working hours. The Consultant will be with the involved governmental entities, including but not limited to, transportation providers and the local population for the purpose of information gathering and reporting as to the SEEDS project. 7. The Town does hereby agree to issue total compensation to the Consultant for satisfactory completion of assigned work, the total sum not to exceed Two Thousand Five Hundred Dollars ($2,500.00) per month for a term of one year. Said term may be renewed for a term of one year subsequent to the initial term at the sole discretion of the EETC. The Consultant shall be reimbursed for reasonable travel expenses not to exceed Four Hundred Fifty Dollars ($450.00) per month. The Consultant shall have the following reimbursable costs included within the total compensation: reasonable office incidentals as determined by the EETC. It is hereby understood an~ agreed by and among the parties hereto that the funds for performance of the work provided for herein are provided in total by the EETC deposited with the Town and that accordingly , the Consultant does hereby agree to comply with all of the requirements as described herein. The Consultant will keep all information related to her work with the EETC confidential and will not share said information with any other panty except with the express, written approval by the EETC or its designated representative. Ownership of all documents, tapes, disks and any other data or communication related to the Consultant's work for the EETC shall be and remain the property of EETC. 8. The Consultant will commence work as described after receipt by the Town of a fully executed Agreement. 9. This Agreement sets forth all of the terms of the parties' discussions and agreement regarding its subject matter. There are no other agreements, oral or otherwise among the parties to this agreement. The waiver by either party of any term or condition of this agreement shall not constitute a waiver of any of any other term or condition of this agreement. 10.This agreement shall be construed, governed and applied in accordance with the law of the State of New York. 11.This Agreement and all parties' obligations hereunder are subject to ratification and approval by the EETC and the Town of Southold. IN WITNESS WHEREOF, the parties hereto have set their hands and seals: TOWN OF SOUTHOLD By: LT~W~. ¢.~c~ , Supervisor EAST END TRANSPORTATION COUNCIL By: , ~esi.~r~ted Representative Su"~an~e Don~.~onsulta.t S:~A[torney\GREG\MARY~KS\S EEDSconsultant.doc 210101 Rec. original from Valerie she has two: {1} for contractor (1) for her files. ~GREEMENT i \~ day of January, 2001 among the Town of having its office and principal place of business New York 11971 hereinafter the "Town", the East Council, hereinafter the "EETC", a research component of the ,1:.1.71'(' ~iiid Ihl) 'l'o~ n's,discrelion. '.~. II[.,l~l-,~.~S~ithe.l..I..'l'(~ did herelol~ll~: re(lue~t proposals for a Consnltant to pcrh).l:!n .duhcs. I?r .l'.he I.:1.:'1'(' primaril.~ rot Ille Sustainable East End Development .Sh'ateg~.~(~l..l-.I)~)..a siud~ l~(ex mmic lr,m~po~at~on and ~nd use ~ssu~ across ,,., ~,~.~ , · .. lllaalCllni~ ~lU~lt~,~l, qc~,l{l~il~ elloll lo hmlt r unproved decision ma~ng at the local ii un clp;i[~e~e: ', iii sb~d d,ir ~ ~ · Ih~, I'-' ~l End Transportation Strategy, an · ".:'~",'~,1 'l 't I.~ ~ ~.' · ~.~:.!.ii~ ~, '.. l.~(tL,~::... · . educ,flOm..llprO~ra'm.~aton~ ~e ~ ~ ob ed m nicipaHties aimed at developing a eamm~o~l~rt~porlatnm ~Cai[~g~ h,' the I. ~1 End of Long Is~nd. Sa~d Consultant'~ ~ ~li ~. ' ' . ~ ,." ~}' · . ,h~ 1[. ~.,[,. ~.,a~ ~ , . . ~ I I I'.R'E[~I h~ehl on ~ dill ~ :e~ m,~ ~ e or d~bummt ~a~d Consultant s . , .... .. . ...~ ,, .: ..,;: ,;,., . ~om ~cns,m.m~. ,l'i;&,ih~[n~:~]~l ~i'ted ,, iih lilt' Town from the EETC and, ~. ~.'~. '~,. " '.~5. ' * NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. The Consultant does hereby agree to perform aH the work as an independent contractor as defined by the Internal Revenue Service and any other relevant agency and is responsible for all reporting, payment of social security taxes and any other taxes, payments or remittance related to her independent contractor status. There shall be no fringe benefits associated with this Agreement. There shah be no health benefits offered to the Consultant. Said consultant will devote herseff, her skills and best efforts to the job on a part-time basis for a minimum of five (5) hours per week and not to exceed twenty (20) hours per week. The Consultant is expected to utilize and exercise her professional discretion and independent judgment in fulfilling her Consultant tasks. 2. Notwithstanding any other provision in this agreement, the Consultant is being hired in an "at will" status and the Consultant's contract may be terminated by either the EETC or the Consultant at any time for any reason upon thirty (30) days written notice. 3. The Consultant's work shah be performed at a location suitable for her. The Consultant shall set her own hours with the exception of attendance at pre- arranged meetings. The Consultant is required to have access to a computer and an automobile at her own expense. The Consultant shall report directly to the Chairperson of the EETC and will provide thc EETC with information as to where to contact the Consultant during normal working hours. 4. The Consultant shall secure and maintain such insurance that will protect her from claims under the Worker's Compensation Acts as required by the Workers Compensation Law and from claims for bodily injury, death or property damage which may arise from the performance of her services under this Agreement, in limits of SL000,000 and $2,000,000 aggregate liability for bodily injury and property damage. In addition, the Consultant shall indemnify and hold harmless the Town and the EETC from and against ail suits, claims, demands or actions for any injury sustained or alleged to be sustained by any party or parties in connection with the alleged negligent performance or negligent performance by the Consultant, and in case of any such action brought against the Town or the EETC, the Consultant shall immcdlately take charge of and defend the same at her own cost and expense. In addition, the Consultant will name the Town and the EETC as an additional insured on all applicable policies. The Consultant will play an active role supporting the SEEDS project currently undertaken by the EETC. The Consultant's chief tasks will include: acting as a coordinator between the SEEDS project and the five East End Towns and nine East End Villages. These tasks will include: EETC outreach: consensus building; data collection and analysis. The Consultant is expected to attend EETC meetings as well as Town and Village meetings during normal working hours as well as occasional evening meetings, weekend obligations and outreach meetings which may or may not be scheduled during normal working hours. The Consultant will be responsible for interacting with the involved governmental entities, including but not limited to, transportation providers and the local population for the purpose of information gathering and reporting as to the SEEDS project. 7. The Town does hereby agree to issue total compensation to the Consultant for satisfactory completion of assigned work, the total sum not to exceed Four Thousand Two Hundred Eighty Dollars ($4,280.) for the firs~ month and not to exceed One Thousand Dollars ($1,000.00) per month, for the remain~g months for a term of one year. Said term may be renewed for a term of one year subsequent to the initial term at thc sole discretion of the EETC. The Consultant shah submit vouchers for compensation to the EETC. The Consultant shah have the following reimbursable costs included within the total compensation: travel expense at .30 cents per mile and reasonable office incidentals as determined by the EETC. It is hereby understood and agreed by and among the parties hereto that the funds for performance of the work provided for herein are provided in total by the EETC deposited with the Town and thai accordingly, the Consultant does hereby agree to comply with all of the requirements as described herein. The Consultant will keep aH information related to her work with the EETC confidential and will not share said information with any other party except with thc express, written approval by the EETC or its designated representative. Ownership of all documents, tapes, disks and any other data or communication related to the Consultant's work for the EETC shah be and remain the property of the EETC. 8. The Consultant will commence work as described after receipt by the Town of a fully executed Agreement. 9. This Agreement sets forth all of the terms of the parties' discussions and agreements regarding its subject matter. There are no other agreements, oral or otherwise among the parties to this agreement. The waiver by either party of any term or condition of this agreement shah not constitute a waiver of any of any other term or condition of this agreement. · 10. This agreement shah be construed, governed and applied in accordance with the law of the State of New York. 11. This Agreement and aH parties' obligations hereunder are snbjeet to ratification and approval by the EETC and the Town of Southold. IN WITNESSWHEREOF, the parties hereto have set their hands and seals the Jean(~V. Cochran, Supervisor Southold Town Supervisor DeSignated Repr~sent~tivef East End Transportation Council