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HomeMy WebLinkAboutHarold's LLC ELIZABETH A. NEVILLE TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (631) 765-6145 Telephone (631) 765-1800 southoldtown.northfork.net OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 423 OF 2005 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JULY 5, 2005: RESOLVED, that the Town Board of the Town of Southold hereby authorizes and directs Suoervisor Joshua Y. Horton to execute Aorecments between Harold's LLC (Harold Cook} and the Town for the maintenance of the Pump Station of the Fishers Island Sewer District for a period of one year effective June 1~ 2005 through May 31, 2006, for the sum of $1,611.23, AND for the maintenance of the Grounds of the Fishers Island Sewer District for one year effective June 1, 2005 through May 31, 2006, for the sum of $898.98, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk PATRICIA A. FINNEGAN TOWN ATTORNEY patricia.finnegan@town.southold.ny.us KIERAN M. CORCORAN ASSISTANT TOWN ATTORNEY kieran.corcoran@tow n.southold.ny.us LORI HULSE MONTEFUSCO ASSISTANT TOWN ATTORNEY lori.raonte fusco@town.southoid.ny.us JOSHUA Y. HORTON Supervisor Town Hail Annex, 54375 Route 25 P.O. Box 1179 Southoid, New York 11971-0959 Telephone (631) 765-1939 Facsimile (631) 765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD To: From: Date: Subject: MEMORANDUM Ms. Joanne Liguori Lynne Krauza Secretary to the Town Attorney July 27, 2005 Maintenance Agreements w/Harold's LLC Please be advised that Lori has reviewed and approved the attached Maintenance Agreements for the Pump Station and Grounds on Fishers Island in connection with the referenced matter. Resolution No. 423 of 2005 from the July 5 meeting authorizes Josh to sign these Agreements, a copy of which is enclosed. In this regard, kindly have Josh sign all six (6) counterparts of the Agreements where indicated and insert the date of signature on page 1 of each counterpart and return them to me. Thank you for your attention. If you have any questions, please call me. /Ik Enclosures cc: Ms. Elizabeth Neville, Town Clerk (w/encls.) / AGREEMENT MAINTENANCE OF GROUNDS FISHERS ISLAND SEWER DISTRICT TOWN OF SOUTHOLD, NY THIS AGREEMENT made this ~f/~day of _'-'~,~y , 2005, by and between HAROLD'S LLC, P.O. Box 661, Fishers Island, New York 06390, an Individual/Corporation organized and existing under the laws of the State of New York, hereinafter called "Contractor" and the Town of Southold, hereinafter called the "Owner". WITNESSETH, that the CONTRACTOR and the OWNER, for the considerations stated herein, mutually agree as follows: That for and in consideration of the payments and agreements hereinafter mentioned, to be made and performed by the OWNER and the CONTRACTOR, the CONTRACTOR hereby agrees to commence and complete the work described as follows: Maintenance of the Grounds, hereinafter called the Project as set forth in the attached document, for the sum of EIGHT HUNDRED NINETY-EIGHT DOLLARS AND 98/100 ($898.98) to be paid in twelve (12) equal, monthly installments. This sum is to include furnishing all plant, labor, equipment, and appliances, and performing all operations in connection with the referenced work in order to provide a complete, operational and stable finished product in accordance with the conditions and prices stated in the attachment to this Contract. The CONTRACTOR hereby agrees to commence work under this Contract for the period June 1, 2005 to May 31,2006. Town OWNER hereby agrees to pay the CONTRACTOR in current funds for the performance of the contract, subject to additions and deductions, as provided in the Bidders Information of the Contract, and to make payments on account, thereof as provided. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed on the day and.year first above written. SEAL TOWN OFSOUTHOLD OWNER By: ATTEST vv....s. BARBARA ANN RUDER Not~ Public, State of ~w York No. 4855805/ - Qualified in ~uffolk~oun~ ~ommlsaion Expires April 14, ~ ~ SEAL HAROLD'S LLC ATTEST WITNESS Supervisor CONTRACTOR By: ROXANNE SPAULDING NOTARY PUBLIC, STATE OF NEW YORK N~ 01SP6113942 I~l IAI II Il ]) IN ,~UI I []1K (;()LIN I¥ '~1'~ ~:[1MMI:';51L)N I XI'II~LS ALII;. 9, 2[)O~_ THE PROJECT - SPECIFICS TECHNICAL SPECIFICATIONS FENCING The Contractor shall be responsible for supplying all labor and tools to perform the repair and maintenance of the fence enclosure on the pump station and wood rail fence at the community leach field. Maintenance of the pump station fence enclosure shall consist of the reattachment of any loose areas of fencing to support poles where required. Also included in this work is all labor necessary for adjustments to the gate to allow easy closure and locking of the pump station enclosure. Maintenance of the wood rail fence at the community leach field shall consist of the resetting of replacement of any displaced or broken wood rails and posts. All costs for labor for the maintenance of the above measures shall be included in the yearly lump sum labor charge. All costs for materials shall be paid by the District in accordance with the General Condition for material payment. MOWING The Contractor shall be responsible for supplying all labor and equipment including lawn mower and lubricating oils and fuel for same, and perform all operations to maintain the lawn areas adjacent to the pump station and within the community leach field area. The lawn areas shall be maintained in a neat, presentable condition and in a manner similar to residential lawn care. The lawns shall be mowed as required, and all deleterious material such as trash, branches, etc. removed and disposed of. The mowing operation shall also include the trimming of vegetation immediately adjacent to the chain link and wood rail fence to keep the fences clear of vegetation, and the removal of vegetation within the pump station enclosure. The work shall be initiated in the month of April or May, as required, and continue through the month of October as required to prevent large root growth and provide a neat appearance and also to provide for access to manhole covers for inspection. The Contractor shall be paid on a monthly basis, with each monthly payment for labor equal to one-seventh of his lump sum bid. BRUSH CLEARING The Contractor shall be responsible for the bi-yearly clearing of brush within the leach field areas on both the community septic system and for the three (3) cottages septic system. Brush shall be completely cleared to within ten (10) feet of all components of the septic system. The brush is to be cut to within 2" of the ground surface. The Contractor shall supply all labor and equipment to perform the above work. The Contractor shall dispose of all cut brush off site in an acceptable location as approved by the Engineer. All costs for equipment and' labor to clear and dispose of the brush shall be included in the lump sum bid price for labor submitted by the Contractor. D-BOX ADJUSTMENTS The Contractor shall be responsible for supplying all equipment and labor and performing all operations in conjunction with adjustments to the D-boxes at the community and cinema septic systems. The D-boxes shall be cleaned and adjusted as needed to provide uniform distribution of effluent to all septic trenches. Note that any work done to the septic system D-boxes should only be done by or under the guidance of an individual qualified to perform this work. The Contractor, if he is not qualified to perform these operations, wilJ be responsible to obtain a subcontractor to perform this work. All costs for supplying necessary labor and materials including the services of a subcontractor, if required, shall be included in the lump sum bid price for labor submitted by the Contractor. The Contractor is reminded to observe all necessary sanitary health and safety standards when performing this work. The Contractor shall supply written reports to the Engineer detailing any adjustments made to the septic system D-boxes. GENERAL CONDITIONS G.C. #1 Payment for Materials Purchased In order for the Contractor to receive payment for materials utilized on the project, the following requirements must be complied with: A yearly material budget in the amount of $200.00 has been established for materials for the work. This budget shall be charged against for the following items: Chain link fence replacement items such as fence ties or replacement items. Wood rail fence replacement items such as new wood rails and posts. 3. Grass seed. For all items not on the above list, the prior approval of the Engineer shall be required prior to purchase. The Contractor shall submit receipts for all items purchased. The Contractor has the option of requesting funds for purchase of material prior to purchase. All requests for payment for materials either prior to purchase, or after purchase, shall be done a minimum of ten (10) days prior to the end of the month to be considered for payment for that month. G.C. #2 Payments to Contractor The Contractor shall be paid monthly for the execution of this Contract. The amount shall equal one-seventh of his lump sum bid price plus payment for materials in accordance with G.C. #1. Payment will be made for the months of April through October, and the Contractor shall be paid at the end of the month for work performed that month; i.e., the payment to be made after the end of April shall be for work performed in April and so forth. Project funds shall be used only for costs related to the provision of services required by this Agreement as specified in the attached budget. All budget line items shall require prior written approval of the Town. Any costs incurred by the Contractor prior to the date of commencement of the term of this Agreement shall be considered ineligible, unless specifically approved in writing. No expenditure may be made for the use of equipment or premises for political purposes, sponsoring or conducting candidates' meetings, engaging in voter registration activity or voter transportation, or other partisan political activities. G.C. #3 Books of Account and Maintenance of Records The Contractor agrees to establish and maintain fiscal control and accounting procedures which assure the proper accounting of all funds paid by the Town to the Contractor under this Agreement. All records with respect to all matters covered by this Agreement shall be maintained for a minimum of three (3) years after disbursement of the final payment under this Agreement. Such records shall be retained beyond the three-year period if audit findings have not been resolved. All program costs and expenditures must be supported by properly executed payrolls, time records, invoices, contracts, vouchers, receipts, leases, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, receipts, leases, or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible. Bank statements and checkbooks must be reconciled monthly. Cash balances and proof of payment or payroll must be reported monthly. The Contractor agrees to have available in the Town of Southold, upon request, all its books, documents, papers, and records, relating to the project, for inspection, audit, and copying during normal business hours, by appropriate officials of the Town, or its duly authorized representative, concerning charges, fees, and costs under this Agreement. G.C. #4 Permits and Codes The Contractor shall give all notices required by, and shall observe and comply with all Federal and State laws, and Local by-laws, ordinances and regulations in any manner affecting the conduct of the work, and all such orders or decrees as may exist at present and those which may be enacted later, of bodies or tribunals having jurisdiction or authority over the work. G.C. #5 Accident Prevention The Contractor shall exercise property precautions and safety measures at all times for the protection of persons and/or property and shall be responsible for all injuries and/or damages to all persons and/or property, either on or off the site, which occur as a result of his prosecution of the work under this Contract. G.C. #6 Inspection/Acceptance of the Work All materials and workmanship shall be subject to inspection, examination or test by the Town and the Engineer to determine the acceptability of the work at any and all times. G.C. #7 Review by Town The Town, its authorized representative, and agents shall at all times have access to and be permitted to observe and review all work, materials, and equipment. G.C. #8 Insurance Worker's Compensation - The Contractor shall carry, or require that there be carried, Worker's Compensation Insurance and Employer's Liability Insurance for all his employees and those of his subcontractors engaged in work on the site in accordance with State or Territorial Worker's Compensation Laws. G.C. #9 Safety Provision The safety provisions of applicable laws, building and construction codes, and the safety codes approved by the State Labor Commissioner shall be observed. G.C. #10 Subcontracts The Contractor shall not execute an Agreement with any Subcontractor or permit any Subcontractor to perform any work included in this Contract until he has obtained approval from the Town. G.C. #11 Chan.qes in the Work The Town may make changes in the work required to be performed by the Contractor for the maintenance of the pump station under the Contract by making additions thereto, or by omitting work therefrom, without invalidating the Contract. G.C. #12 Suspension or Termination of A.qreement Remedies Other Than Termination: Should review of the Contractor's performance show non-conformance to the Scope of Services, budget, or any other terms or conditions herein, the Contractor shall be in breach of this Agreement, and the Town may take appropriate action as it deems necessary, including but not limited to temporary withholding or reduction of payment, or suspension of program operations. The Contractor shall be liable for all costs, including attorney's fees, incurred by the Town in enforcing any and all terms of this Agreement. The selection of a remedy other than termination shall not prevent the Town from subsequently terminating this Agreement as described herein. Termination of Contract for Cause: If, through any cause, the Contractor shall fail to fulfill in timely and proper manner his obligations under this Agreement, or if the Contractor shall violate any of the covenants, agreements, or stipulations of this Contract, the Town shall thereupon have the right to terminate this Agreement by giving written notice to the Contractor of such termination and specifying the effective date of such termination, at least five (5) days before the effective date of such termination. In the event that the Contractor neglects or refuses to correct or cure said default to the satisfaction of the Town prior to said date, this Agreement shall thereupon terminate. In such event, all finished or unfinished documents, data, studies, and reports prepared by the Contractor under this Agreement shall, at the option of the Town, become its property, and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work or services rendered prior to termination. Not withstanding the above, the Contractor shall not be relieved of liability to the Town for damages sustained by the Town by virtue of any breach of this Agreement, all costs and attorney's fees incurred in enforcing this Agreement, and the Town may withhold any payments to the contractor for the purpose of setoff until such time as the exact amount of damages due the Town from the Contractor is determined. C. Termination for Convenience of the Town: The Town may terminate this Agreement at any time by giving written notice to the contractor. If this Agreement is terminated by the Town as provided herein, the Contractor will be paid an amount which bears the same ratio to the total compensation at the services actually performed bear to the total services of the Contractor covered by this Agreement, less payments of compensation previously made, provided, however, that if less than sixty percent (60%) of the services covered by this Agreement have been performed upon the effective date of such termination, the Contractor shall be reimbursed (in addition to the above payment ) for that portion of the actual out-of-pocket expenses, not otherwise reimbursed under this Agreement, incurred by the Contractor during the contract period which are directly attributable to the uncompleted portion of the services covered by this Agreement. If this Agreement is terminated due to the fault of the Contractor Section B hereof relative to termination shall apply. G.C. #13 Engineer's Authority All work shall be subject to the review of the Engineer. The Engineer shall decide all questions as to interpretation of the plans, Specifications, and questions of mutual rights between Contractors. The Engineer shall decide on an acceptable rate of progress, on the manner of performance, and on the acceptable fulfillment of the Contract. G.C. #14 Materials and Workmanship Unless otherwise specifically provided for in the Specifications, all workmanship, equipment, materials and articles incorporated in the work shall be new and the best grade of the respective kinds for the purpose. G.C. #15 Risk of Loss The Town assumes no responsibility for the condition of existing buildings and structures and other property on the project area, nor for their continuance in the condition existing at the time of issuance of the Invitation for Bids or thereafter. No adjustment of Contract Price or allowance for any change in conditions which many occur after the Invitation of Bids has been issued will be made except as provided for herein. G.C. #16 Arbitration and Litigation Any controversy or claim arising out of, or relating to this Contract, or the breach thereof, shall at the option of the Town be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any Court having jurisdiction thereof. The Town shall exercise its option to arbitrate concurrent with the rendering of its final decision of the claim. Should it fail to render a final decision within the prescribed time or fail to exercise its option, the claim will be determined in accordance with the Rules of the American Arbitration Association as hereinbefore stated. G.C. #17 Performance Standards The Contractor agrees to carry out the provisions of this Agreement with the highest professional skill and competence, in conformance with reasonable performance standards established in the Technical Specifications, or as may be established by the Town during the term of this Agreement. All of the services required hereunder of the Contractor shall be performed to the sole satisfaction and approval of the Town as a condition of payment for the rending of such services. G.C. #18 Information, Report and Documents The Contractor shall submit to the Town of a bi-monthly basis, in a format and at such dates as required by the Town, information concerning the progress and activities of this project as related to the Technical Specifications. In addition, comprehensive fiscal information shall be submitted as required by the Town, documenting all expenditures made as allowed by the budget. The Contractor shall submit information required by the Town as to all other funding sources which relates to the execution of this Agreement. The Contractor agrees that all of the information, reports and documents assembled by the Contractor under this Agreement are the property of the Town. The Contractor agrees that said documents and information contained therein shall not be made available to any individual or organization, other than authorized governmental officials, without prior approval of the Town, except as required by State or Federal law. G.C. #19 Evaluation The Contractor agrees to participate in the periodic evaluation of the program. The Contractor agrees to cooperate fully with the Town in the implementation of a reasonable evaluation system. The Town agrees to share with the Contractor such data and reports as may be derived therefrom. The Contractor shall have an opportunity to review and comment on all drafts and final reports regarding recommendations the Town makes concerning future directions of the program, including termination, diminution, expansion, modification, or change of sponsorship. The Contractor agrees to comply with evaluation and information requirements including but not limited to site visits, program or fiscal audits, and periodic and annual reports. The Contractor shall comply with all recommendations and requirements of the Town resulting from such evaluations and audits which are deemed by the Town to be consistent with the provision of service under this Agreement. G.C. #20 Compliance with Law In all matters pertaining to the execution of this Agreement, the Contractor shall conform strictly to all Federal, State, and Municipal laws, statutes, ordinances, and the applicable rules and regulations, and any and all amendments thereto; and, to the methods and procedure of all governmental boards, bureaus offices, commissions, and other agencies. G.C. #21 Assignment of Novation The Contractor shall not assign or transfer, whether by an assignment or novation, any of his rights, duties, benefits, obligations, liabilities or responsibilities under this Contract without the written consent of the Town. G.C. #22 Indemnification of Town The Contractor agrees to indemnify and save harmless the Town, its officers, agents, and employees against all suits, claims, or liabilities of every name and nature arising out of or in consequence of the wrongful acts of the Contractor in the performance of this Agreement. G.C. #23 Personnel It is mutually agreed that this is a contract for services and not a contract of employment. The Contractor shall secure all personnel as may be required to perform the services described herein. Such personnel shall not be employees of, nor have any contractual relationship with, the Town. The Contractor shall not be entitled to any Town of Southold employment benefits such, but not limited to, vacation, sick leave, insurance, worker's compensation, or pension and retirement benefits. No person who is serving sentence in a penal or correctional institute shall be employed on work under this Agreement. G.C. #24 Anti.Discrimination and Affirmative Action The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, age, sex, national origin, or handicap. The Contractor shall take affirmative action to ensure that applicants for employment are employed, and that employees are treated during employment, without regard to race, color, religion, age, sex, national origin, or handicap. Such action shall include, but not limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other form of compensation; and selection for training, including apprenticeship. The Contractor shall state that all qualified applicants shall receive consideration for employment without regard to race, religion, age, sex, national origin, or handicap. The Contractor shall incorporate, or cause to be incorporated, this provision in any and all subcontracts entered into pursuant to this Agreement. G.C. #25 Procurement Procedures and Requirements The Contractor shall conduct all procurement in a manner so as to provide maximum open and free competition, regardless of whether negotiated or advertised and without regard to dollar value. For purchases where the aggregate expenditure is expected to exceed $2,500.00, the required method of procurement shall be formal advertising with adequate purchase description, sealed bids, and public openings. Procurement of personal or professional services may be negotiated provided that a competitive process is used which considered all vendors and contractors reasonable available to provide such services. The Contractor's records and files must give full support to all procurement and provide justification for the method of procurement, the rationale for vendor selection, and the basis for the cost or price negotiated. All such records and files shall be made available to governmental officials for inspection upon request. The Contractor shall make positive efforts to utilize small businesses and minority-owned business sources of supplies and services. Such efforts should allow these sources the maximum opportunity to compete for contracts. G.C.#26 Non-Expendable Prope~¥ It is agreed that all non-expendable property required through expenditure of funds authorized by this Agreement will revert to the Town, unless otherwise provided for, either at the expiration or earliest termination of this Agreement, or when, in the opinion of the Town Administrator, there is no longer a need for the property to accomplish the purpose for which it was intended, whichever first occurs. As used herein, the term "non-expendable property" shall mean any and all personality or fixtures which will not be consumed or lose its identify, and which is expected to have a useful life of one (1) year or more. All non-expendable property acquired under this Agreement shall be listed on the Town inventory forms, a copy of which shall be forwarded to the Town at the termination of this Agreement, or at any other time required by the Town. Such property shall be tagged and numbered in a manner acceptable to the Town to easily identify it from any other property. Copies of invoices for the purchase of all non-expendable property shall be retained to provide documentation of purchase prices and description of property. G.C. #27 Disclaimer of A.qency of Third Party Beneficiary Rights In no event shall anything in this Agreement be deemed to confer upon any third parties beneficiary rights against the Town. G.C. #28 Conflict of Interest The Town and the Contractor hereby covenant and agree that no member of the governing body of the Town, or its designees or agents, and no other public official, either paid or unpaid, who exercises any functions or responsibilities with respect to this program during the individual's tenure or for one (1) year thereafter, shall have any personal or financial interest, direct or indirect, in any contract or subcontract, or the proceeds thereof for work to be performed in connection with the program assisted under this Agreement. The Contractor shall incorporate, or cause to be incorporated, in all subcontracts, a provision prohibiting such interest pursuant to the provisions of this paragraph. G.C. #29 Amendments This Agreement may be amended by written instrument executed by the parties hereto, acting therein by their duly authorized representative. Contractor's duly authorized representative shall be the Executioner of the Agreement, and the Town's duly authorized representative shall be its Town Administrator. The Town or the Contractor may request changes in the Scope of Services to be peflormed hereunder. Such changes, including any increase or decrease in the amount of the compensation for the Contractor, which are mutually agreed upon by and between the Town and Contractor, shall be incorporated in written amendments to this Agreement. G.C. #30 Severabilit¥ If any provisions of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby if such reminder would then continue to conform to the terms and requirements of applicable law. G.C. #31 Cumulative Remedies All rights exercisable by and remedies of the Town hereunder shall be cumulative and the exercise or beginning of the exercise by the Town of any of its rights or remedies hereunder shall not preclude the Town from exercising any other right or remedy granted hereunder er permitted by law. G.C. #32 Governing Law This agreement shall be governed by and construed in accordance with the laws of the State of New York and the ordinances of the Town of Southold. G.C. #33 Gender and Number Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular shall be held and construed to include the plural, unless the Agreement requires otherwise. G.C. #34 Notices All notices, approvals, demands, requests, or other documents required or permitted under this Agreement, other than routine communications necessary for the day-to-day operation of this program, shall be deemed properly given if hand-delivered or sent by United States registered mail, postage prepaid. G.C. #35 Successors This Agreement, to the extent permitted herein, shall insure to the benefit of, and be binding upon, the parties hereto and any and all successors. G. C. #36 Entire A.qreement This Agreement contains the entire understanding between the parties hereto and supersedes any and all prior understandings, negotiations, and Agreements, either written or oral, between them respecting the written subject matter. G.C. #37 Non-Waiver Any failure by the Town or the Contractor to insist upon the strict performance by the other or any of the terms and provisions hereof shall not be a waiver, and each party hereto, notwithstanding any such failure, shall have the righter thereafter to insist upon the strict performance by the other, of any and all of the terms and provisions of this Agreement and neither party hereto shall be relieved of such obligation by reason of the failure of the other to comply with or otherwise enforce any of the provisions of this Agreement. G.C. #38 Compliance with the Immi.qration Reform and Control Act of 1986 The Contractor hereby agrees that he is aware of and has complied with the hiring and documentation requirements of the Immigration Reform and Control Act of 1986. The Contractor agrees that it has asked for an examined documentation in order to verify the legal employability of his employees and has executed the appropriate forms attesting thereto pursuant to the Act. The Contractor further agrees to indemnify and hold the Town harmless from any costs and/or penalties incurred, including but not limited to fines, attorney's fees and costs arising from a claim of violation of said Act. AGREEMENT MAINTENANCE OF THE PUMP STATION FISHERS ISLAND SEWER DISTRICT TOWN OF SOUTHOLD, NY THIS AGREEMENT, made this c~day of by and between HAROLD'S LLC, P.O. Box 661, Fishers Island, New York 06390 , an individual/Corporation organized and existing under the laws of the state of New York, hereinafter called the "contractor" and the Town of Southold, hereinafter called the "Owner". WITNESSETH, that the CONTRACTOR and the OWNER, for the considerations stated herein, mutually agree as follows: That for an in consideration of the payments and agreements hereinafter mentioned, to be made and performed by the OWNER and the CONTRACTOR, the CONTRACTOR hereby agrees to commence and complete the work described as follows: Provide Maintenance of the Pump Station for one year beginning on June 1, 2005, hereinafter call the Project as set forth in the attached document, entitled "Town of Southold Fishers Island Sewer District' Maintenance of the Pump Station", for the sum of ONE THOUSAND SIXTEEN HUNDRED ELEVEN AND 23/100 ($1,611.23) to be paid in twelve (12), equal, monthly installments. The CONTRACTOR hereby agrees to commence work under this Contract for the period June 1,2005 to May 31,2006. The OWNER hereby agrees to pay the CONTRACTOR in current funds for the performance of the contract, subject to additions and deductions, as provided in the attachment to Contract, and to make payments on account, thereof as provided. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed on the day and year first above written. SEAL TOWN OF SOUTHOLD OWNER By: ATTEST WITN ~.~,~_~,~N °t ~ RP~uA~°! ~O~ Ew R/(,.~ O~HUA ~HO~ON, Supewi Qu~lllled ~ Suffolk Coun~ Comml~,ton Expires April 14,~O~ SEAL HAROLD'S LLC. CONTRACTOR By: ATTEST WITNESS ROXANNE SPAULDING NOTARY PUBLIC, STATE OF NEW YORK N~. [11SP6113942 MYCC)MMIS.; N~X' LSAU[;.U 2Df~J P.O. B~ Fishers Island, NY 06390 SCOPE OF SERVICES GENERAL CONDITIONS G.C. #1 Payment for Materials Purchased In order for the Contractor to receive payment for materials utilized on the project, the following requirements must be complied with: A yearly material budget is to be established by the Contractor and submitted to the Sewer District for approval for materials for the work. This budget shall be charged against for the following items: 1. Oil and antifreeze for generator. 2. Primer and paint. Miscellaneous electrical components for repair and maintenance of control panels. 4. Parts needed for maintenance and repair of generator. For all items, the prior approval of the Engineer shall be required prior to purchase. All requests for payment for materials either prior to purchase or after pumhase, shall be done a minimum of 10 days prior to the end of the month to be considered for payment for that month. G.C. #2 Payments to Contractor The Contractor shall be paid monthly. The amount shall equal one- twelfth of his lump sum bid price plus payment for materials in accordance with G.C.#1. The Contractor shall be paid at the end of the month for work performed that month; i.e., the payment to be made after the end of April shall be for work performed in April and so forth. Project funds shall be used only for costs related to the provision of services required by this Agreement as specified in the attached budget. All budget line items shall require prior written approval of the Town. Any costs incurred by the Contractor prior to the date of commencement of the term of this Agreement shall be considered ineligible, unless specifically approved in writing. No expenditure may be made for the use of equipment or premises for political purposes, sponsoring or conducting candidates' meetings, engaging in voter registration activity or voter transportation, or other partisan political activities. G.C. #3 Books of ~,ccount and Maintenance of Records The Contractor agrees to establish and maintain fiscal control and accounting procedures which assure the proper accounting of all funds paid by the Town to the Contractor under this Agreement. All records with respect to all matter covered by this Agreement shall be maintained for a minimum of three (3) years after disbursement of the final payment under this Agreement. Such records shall be 4 retained beyond the three-year period if audit findings have not been resolved. All program costs and expenditures must be supported by properly executed payrolls, time records, invoices, contracts, vouchers, receipts, leases, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, receipts, leases, or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible. Bank statements and checkbooks must be reconciled monthly. Cash balances and proof of payment or payroll must be reported monthly. The Contractor agrees to have available in the Town of Southold, upon requires, all its books, documents, papers, and records, relating to the project, for inspection, audit, and copying during normal business hours, by appropriate officials of the Town, or its duly authorized representative, concerning charges, fees, and costs under this Agreement. G.C. #4 Permits and Codes The Contractor shall give all notices required by, and shall observe and comply with all Federal and State laws, and Local by-laws, ordinances and regulations in any manner affecting the conduct of the work, and all such orders or decrees as may exist at present and those which may be enacted later, of bodies or tribunals having jurisdiction or authority over the work. G.C. #5 Accident Prevention The Contractor shall exemise proper precautions and safety measures at all times for the protection of persons and/or property and shall be responsible for all injuries and/or damages to all persons and/or property, either on or off the site, which occur as a result of his prosecution of the work under this Contract. G.C. #6 Inspection/Acceptance of the Work All materials and workmanship shall be subject to inspection, examination or test by the Town and the Engineer to determine the acceptability of the work at any and all times. G.C. #7 Review by Town The Town, its authorized representatives, and agents shall at all times have access to and be permitted to observe and review all work, materials, and equipment. G.C. #8 Insurance Worker's Compensation - The Contractor shall carry, or require that there be carried, Worker's Compensation Insurance and Employer's Liability Insurance for all his employees and those of his subcontractors engaged in work on the site in accordance with State or Territorial Worker's Compensation Laws. G.C. #9 Safety Provision The safety provisions of applicable laws, building and construction codes, and the safety codes approved by the State Labor Commissioner shall be observed. G.C. #10 Subcontracts The Contractor shall not execute an Agreement with any Subcontractor or permit any Subcontractor to perform any work included in this Contract until he has obtained approval from the Town. G.C. #11 Chan.qes in the Work The Town may make changes in 'the work required to be performed by the Contractor for the maintenance of the pump station under the Contract by making additions thereto, or by omitting work therefrom, without invalidating the Contract. All such special work shall be preceded with a contractor's estimate of time and materials for the work. The Contractor shall obtain three (3) bids for work items which are more than $2,500 (ref. G.C.#26). G.C. #12 Suspension or Termination of Agreement Remedies Other Than Termination: Should review of the Contractor's performance show non-conformance to the Scope of Services, budget, or any other terms or conditions herein, the Contractor shall be in breach of this Agreement, and the Town may take appropriate action as it deems necessary, including but not limited to temporary withholding or reduction of payment, or suspension of program operations. The Contractor shall be liable for all costs, including attorney's fees, incurred by the Town in enforcing any and all terms of this Agreement. The selection of a remedy other than termination shall not prevent the Town from subsequently terminating this Agreement as described herein. Termination of Contract for Cause: If, through any cause, the Contractor shall fail to fulfill in timely and proper manner his obligations under this Agreement, or if the Contractor shall violate any of the covenants, agreements, or stipulations of this Contract, the Town shall thereupon have the right to terminate this Agreement by giving written notice to the Contractor of such termination and specifying the effective date of such termination, at least five (5) days before the effective date of such termination. In the event that the Contractor neglects or refuses to correct or cure satisfaction of the Town prior to said date, this Agreement shall thereupon terminate. In such event, all finished or unfinished documents, data, studies, and reports prepared by the Contractor under this Agreement shall, at the option of the Town, become its property, and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work or services rendered prior to termination. Not withstanding the above, the Contractor shall be relieved of liability to the Town for damages sustained by the Town by virtue of any breach of this Agreement, all costs and attorney's fees incurred in enforcing this Agreement, and the Town may withhold any payments to the Contractor for the purpose of setoff until such time as the exact amount of damages due the Town from the Contractor is determined. Termination for Convenience of the Town: The Town may terminate this Agreement at any time by giving written notice to the Contractor. If this Agreement is terminated by the Town as provided herein, the Contractor will be paid an amount which bears the same ratio to the total compensation at the services actually performed bear to the total services of the Contractor covered by this Agreement, less payments of compensation previously made; provided, however, that if less than sixty percent (60%) of the services covered by this Agreement have been performed upon the effective date of such termination, the Contractor shall be reimbursed (in addition to the above payment) for that portion of the actual out-of-pocket expenses, not otherwise reimbursed under this Agreement, incurred by the Contractor during the contract period which are directly attributable to the uncompleted portion of the services covered by this Agreement. If this Agreement is terminated due to the fault of the Contractor, Section B hereof relative to termination shall apply. G.C. #13 Engineer's Authority All work shall be subject to the review of the Engineer. The Engineer shall decide all questions as to interpretation of the plans, Specifications, and questions of mutual rights between Contractors. The Engineer shall decide on an acceptable rate of progress, on the manner of performance, and on the acceptable fulfillment of the Contract. G.C. #14 Materials and Workmanship Unless otherwise specifically provided for in the Specifications, all workmanship, equipm, ent, materials and articles incorporated in the work shall be new and the best grade of the respective kinds for the purpose. G.C. #15 Risk of Loss The Town assumes no responsibility for the condition of existing building and structures and other property on the project area, nor for their continuance in the condition existing at the time of issuance of the Invitation for Bids or thereafter. No adjustment of Contract Price or allowance for any change in conditions which may occur after the Invitation of Bids has been issued will be made except as provided for herein. [0 G.C. #16 Arbitration and Litigation During the maintenance work, the Contractor shall take every precaution and do the necessary work to maintain the flow of sanitary sewage through the pump station. The Contractor is solely responsible for providing his flow control system and there shall be no separate payment for the required work. The Contractor shall be responsible for any flooding or sanitary backup caused by his work and to the property owners affected by such flooding or backup. The Contractor shall make such provisions as may be required by the Local, State or Federal health officers or any other public bodies with jurisdiction over the flow of sanitary seepage. G.C. #18 Performance Standards The Contractor agrees to carry out the provisions of this Agreement with his professional skill and competence, in conformance with the reasonable performance standards established in the Technical Specifications, or as may established by the Town during the term of this Agreement. All of the services required hereunder of the Contractor shall be performed to the sole satisfaction and approval of the Town as a condition of payment for the rending of such services. G.C. #19 Information, Reports and Documents The Contractor shall submit to the Town on a bi-monthly basis, in a format and at such dates as required by the Town, information concerning the progress and activities of this project as related to the Technical Specifications. In addition, comprehensive fiscal information shall be submitted as required by the Town, documenting all expenditures made as allowed by the budget. The Contractor shall submit information required by the Town as to all other funding sources which relates to the execution of this Agreement. The Contractor agrees that all of the information, reports and documents assembled by the Contractor under this Agreement are the property of the Town. The Contractor agrees that said documents and information contained therein shall not be made available to any individual or organization, other than authorized governmental officials, without prior approval of the Town, except as required by State of Federal law. G.C. #20 Evaluation The Contractor agrees to participate in the periodic evaluation of the program. The Contractor agrees to cooperate fully with the Town in the implementation of a reasonable evaluation system. The Town agrees to share with the Contractor such data and reports as may be derived therefrom. The Contractor shall have an opportunity to review and comment on all drafts and final reports regarding recommendations the Town makes concerning future directions of the program, including termination, diminution, expansion, modification, or change of sponsorship. The Contractor agrees to comply with evaluation and information requirements including but not limited to site visits, program or fiscal audits, and periodic and annual reports. The Contractor shall [2 comply with all recommendations and requirements of the Town resulting from such evaluations and audits which are deemed by the Town to be consistent with the provision of service under this Agreement. G.C. #21 Compliance with Law In all matters pertaining to the execution of the Agreement, the Contractor shall conform strictly to all Federal, State, and Municipal laws, statutes, ordinances, and the applicable rules and regulations, and any and all amendments thereto; and, to the methods and procedure of all governmental boards, bureaus, offices, commissions, and other agencies. G.C. #22 Assignment or Novation The Contractor shall not assign or transfer, whether by an assignment or novation, any of his rights, duties, benefits, obligations, liabilities or responsibilities under this Contract without the written consent of the Town. G.C. #23 Indemnification of Town The Contractor agrees to indemnify and save harmless the Town, its officers, agents, and employees against all suits, claims, or liabilities of every name and nature arising out of or in consequence of the wrongful acts of the Contractor in the performance of this Agreement. G.C. #24 Personnel It is mutually agreed that this is a contract for services and not a contract of employment. The Contractor shall secure all personnel as may be required to perform the services described herein. Such personnel shall not be employees of, nor have any contractual relationship with, the Town. The Contractor shall not be entitled to any Town of Southold employment benefits such as, but not limited to, vacation, sick leave, insurance, worker's compensation, or pension and retirement benefits. No person who is serving sentence in a penal or correctional institute shall be employed on work under this Agreement. G.C. #25 Anti-Discrimination and Affirmative Action The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, age, sex, national origin, or handicap. The Contractor shall take affirmative action to ensure that applicants for employment are employed, and that employees are treated during employment, without regard to their race, color, religion, age, sex, national origin, or handicap. Such action shall include, but not limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other form of compensation; and selection for training, including apprenticeship. The contractor shall state that all qualified applicants shall receive consideration for employment without regard to race, religion, age, sex, national origin, or handicap. The i4 Contractor shall incorporate, or cause to be incorporated, this provision in any and all subcontracts entered into pursuant to this Agreement. G.C. #26 Procurement Procedures and Requirements The Contractor shall conduct all procurement in a manner so as to provide maximum open and free competition, regardless of whether negotiated or advertised and without regard to dollar value. For purchases where the aggregate expenditure is expected to exceed $2,500, the require method of procurement shall be formal advertising with adequate purchase description, sealed bids, and public openings. Procurement of personal or professional services may be negotiated provided that a competitive process is used which considered all vendors and contractors reasonable available to provide such services. The Contractor's records and files must give full support to all procurement and provide justification for the method of procurement, the rationale for vendor selection, and the basis for the cost or price negotiated. All such records and files shall be made available to governmental officials for inspection upon request. The Contractor shall make positive efforts to utilize small businesses and minority-owned business sources of supplies and services. Such efforts should allow these sources the maximum opportunity to compete for contracts. G.C. #27 Non-Expendable Property It is agreed that all non-expendable property acquired through expenditure of funds authorized by this Agreement will revert to the Town, unless otherwise provided for, either at the expiration or earliest termination of this Agreement, or when in the opinion of the Town Administrator, there is no longer a need for the property to accomplish the purpose for which it was intended, whichever first occurs. As used herein, the term "non-expendable property" shall mean any and all personalty or fixtures which will not be consumed or lose its identify, and which is expected to have a useful life of one (1) year or more. All non-expendable property acquired under this Agreement shall be listed on the Town inventory forms, a copy of which shall be forwarded to the Town at the termination of this Agreement, or at any other time required by the Town. Such property shall be tagged and numbered in a manner acceptable to the Town to easily identify it from any other property. Copies of invoices for the purchase of all non-expendable property shall be retained to provide documentation of purchase prices and description of property. G.C. #28 Disclaimer of Agency of Third Party Beneficiary Rights In no event shall anything in this Agreement be deemed to confer upon any third parties beneficiary rights against the Town. G.C. #29 Conflict of Interest The Town and the Contractor hereby covenant and agree that no member of the governing body of the Town, or its designees or agents, and no other public official, either paid or unpaid, who exemises any functions or responsibilities with respect to this program during the individual's tenure or for one (1) year thereafter, shall have any personal or financial interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the program assisted under this Agreement. The Contractor shall incorporate, or cause to be incorporated, in all subcontracts, a provision prohibiting such interest pursuant to the provisions of this paragraph. G.C. #30 Amendments This Agreement may be amended by written instrument executed by the parties hereto, acting therein by their duly authorized representative. Contractor's duly authorized representative shall be the Executioner of the Agreement, and the Town's duly authorized representative shall be its Town Administrator. The Town or the Contractor may request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the amount of the compensation for the Contractor, which are mutually agreed upon by and between the Town and the Contractor, shall be incorporated in written amendments to this Agreement. G.C. #31 Severability If any provisions of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby if such reminder would then continue to conform to the terms and requirements of this applicable law. ]7 G.C. #32 Cumulative Remedies All rights exemisable by and remedies of the Town hereunder shall be cumulative and the exercise or beginning of the exercise by the Town of any of its rights or remedies hereunder shall not preclude the Town from exercising any other right or remedy granted hereunder or permitted by law. G.C. #33 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York and the ordinances of the Town of Southold. G.C. #34 Gender and Number Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular shall be held and construed to include the plural, unless the Agreement requires otherwise. G.C. #35 Notices All notices, approvals, demands, requests, or other documents required or permitted under this Agreement, other than routine communications necessary for the day-to-day operation of this tS program, shall be deemed properly given if hand-delivered or sent by United States registered mail, postage prepaid. G.C.#36 Successors This Agreement, to the extent permitted herein, shall insure to the benefit of, and be binding upon, the parties hereto and any and all successors. G.C. #37 Entire A.qreement This Agreement contains the entire understanding between the parties hereto and supersedes any and all prior understandings, negotiations, and Agreements, whether written or oral, between them respecting the written subject matter. G.C. #38 Non.Waiver Any failure by the Town or the Contractor to insist upon the strict performance by the other of any of the terms and provisions hereof shall not be a waiver, and each party hereto, notwithstanding any such failure, shall have the right thereafter to insist upon the strict performance by the other, of any and all of the terms and provisions of this Agreement and neither party hereto shall be relieved of such obligation by reason of the failure of the other to comply with or otherwise enforce any of the provisions of this Agreement. G.C. #39 Compliance with the Immi.qration Reform and Control Act of 1986 The Contractor hereby agrees that he is aware of and has complied with the hiring and documentation requirements of the Immigration Reform and Control Act of 1986. The Contractor agrees that is has asked for and examined documentation in order to verify the legal employability of his employees and has executed the appropriate forms attesting thereto pursuant to the Act. The Contractor further agrees to indemnify and hold the Town harmless from any costs and/or penalties incurred, including buy not limited to fines, attorney's fees and costs arising from a claim of violation of said Act. TECHNICAL SPECIFICATION General The intent of these Specifications is to provide guidance for the repair and maintenance of the pump station. The Contractor shall use general accepted practices to address items not specifically addressed in these specifications. Any questions should be addressed to the Engineer. The pump station operates as a unit. We have outlined a number of tests for each component. The duel functioning of these components is of paramount importance. For instance, when the transfer switch is tested, the power is shut off, not only does the alarm and switch need to work, but the generator needs to start, The Contractor will be expected to provide the level of maintenance required to maintain the pump station generator and alarm system in a completely functional condition. 20 The initial repairs and maintenance will require an expenditure of money for materials. The intent is to provide a budgeted amount of money for maintenance each year. Upon acceptance of a Contractor for this project, a meeting will be held to obtain the Contractor's input as to the amount of funds required for materials. The yearly maintenance funding budget will be established. In addition to the maintenance budget, the Contractor will be requested to provide input on a budget to be set for long term parts replacement and for other possible capital improvements. The Contractor shall be responsible for responding to the alarm at the pump station. All costs including labor and equipment used in responding to the alarm shall be included in the lump sum yearly maintenance cost submitted by the Contractor. Generator The Contractor shall be responsible for supplying all labor, equipment, and tools and per[orm all functions necessary to maintain the generator in peak operating condition. This work is to include the changing of all fluids as required, and maintaining the generator in an operating condition. A log is to be maintained at the site with complete records on all maintenance operations. The normal maintenance shall include the replacement of the oil and filters every fifty (50) hours of operation, or once per year, whichever is greater. The first oil change shall be on the first site visit of this year. The oil should be checked every two (2) weeks and oil added as required. The generator is to be run for a minimum of twenty (20) minutes every two (2) weeks. 2] The an[i-freeze in the generator shall be changed every three (3) years or more frequently if required. The antifreeze shall be mixed to withstand -40 degree temperatures. The antifreeze is to be changed during the first site visit of this year. The antifreeze is to be checked every two (2) weeks and additional antifreeze added as required. The generator is to be greased twice a year. The generator battery shall be replaced when necessary to assure operation. The Contractor shall be responsible for notifying the Sewer District when fuel oil is needed for the generator, and upon receiving approval from the District, shall coordinate the delivery of the fuel oil. Note: Any significant spillage of fuel oil during delivery or due to leaks in the generator equipment shall be reported to the Sewer District, Engineer and required State officials immediately. Any minor spillage of fuel oil or other oil, antifreeze, etc. shall be cleaned up promptly and disposed of in accordance with sound environmental practice. Payment to the Contractor shall be in accordance with the lump sum bid price, and the payment to Contractors as outlines in the General Conditions, and shall include all labor, equipment, and tools required to perform the above operations. Payment for materials shall be made in accordance with the general provisions. 22 Electric Panels The panel boxes and all electrical components will need to be inspected for corrosion yearly. All loose paint will be removed, and any rust shall be removed by wire brushing, and the cabinets shall be primed and painted. As part of the regular maintenance program, the transfer switch should be tested bi-monthly in the test position. The power should be shut down monthly to test the transfer switch under power outage condition. Valve Pit Within the valve pit, the following operations shall be conducted by the Contractor. The valves within the pit have a substantial amount of rust that will need to be removed, and the valves painted to help preserve them. The valves are to be cleaned and painted yearly. The chain hoist/tripod that is stored in the drywell is to be maintained in an operable condition, cleaned and painted yearly, and oiled as required. The gauges within the valve pit will need to be replaced as part of the initial repairs. The check valves are to be cleaned monthly during the off season, and bi- monthly during the peak summer months, to insure adequate operation. The gate/plug valves are to be exercised bi-monthly. The weights on the check valves are to be adjusted as required. Wetwell The wetwell shall be inspected visually on a weekly basis. Debris and sewage build up shall be removed and disposed in a sanitary manner. Excessive or unusually strong flows into the wetwell shall be reported to the engineer. The force main is to be flushed annually to clear the line of any build up of solids. Flushing is to be accomplished by running both pumps simultaneously for a minimum of three (3) minutes. 24