HomeMy WebLinkAboutD&B Engineers WILLIAM M.DUFFY SCOTT A.RUSSELL
TOWN.ATTORNEY ��� ®F S®u�y_ Supervisor
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bill.duffy@town.southold.ny.us 1, A
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STEPHEN F.KIELY �+� ~ ® Town Hall Annex, 54375 Route 25
ASSISTANT TOWN ATTORNEY P.O.Box 1179
Southold,New York 11971-0959
stephen.kiely@town.southold.ny.us G �,,��
LORI M.HULSE . l i0 Telephone(631) 765-1939
ASSISTANT TOWN ATTORNEY
` _C®U +� ,11 Facsimile (631) 765-6639
lori.hulse@town.southold.ny.us - ��0
OFFICE OF THE TOWN ATTORNEY
TOWN OF SOUTHOLD
RECEIVED
MEMORANDUM JAN - 4 2016
To: Ms. Elizabeth A. Neville, Town Clerk Southold Town Clerk
From: Mary Silleck
Secretary to the Town Attorney
Date: January 4, 2016
Subject: Professional Engineering Services Agreement between
Town of Southold and D&B Engineers and Architects, P.C.
Regarding Sanitary System serving Highway Department
For your records, I am enclosing the original fully executed Sanitary
System Agreement with the referenced matter.
If you have any questions, please do not hesitate to call me. Thank you
for your attention.
/ms
Enclosures
THIS AGREEMENT made and entered into this J day of December, 2015, 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 Elizabeth •
A.Neville, Town Clerk, P.O.Box 1179, Southold,New York 11971-0959), party of the first
part, and D &B Engineers and Architects, P.C. (hereinafter referred to as "Consultant")with an
address at 330 Crossways Park Drive, Woodbury,New York 11797, party of the second part.
WITNESSETH: That the Town and Consultant, for the consideration named,hereby agree,as
follows:
1. PURPOSE.
The Town hereby retains Consultant, on the terms and conditions set forth hereinafter, for the
purpose of Professional Engineering Services regarding the sampling and analysis of the sanitary
system,serving the Highway Office located at the Highway/DPW Yard, Peconic,New York.
2. SPECIFIC SERVICES.
Within 45 days after the execution of this agreement, Consultant shall submit an engineering
report including laboratory findings and recommendations for,the abandonment of the sanitary
system. The specific scope of work is described in the attached Proposal from Consultant dated
November 13, 2015.
3. TIME AND ATTENDANCE; COOPERATION BY THE TOWN.
Consultant shall perform the services described herein and attached hereto in as expeditious a
manner as is reasonably possible and no later than 45 days from the date hereof.
The Town 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.
4. COMPENSATION. -
In payment for the services to beperformed hereunder byConsultant, the Town shall make
payments to Consultant as follows:
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• (a) For the services to be performed by Consultant pursuant to paragraph 2 hereof, •
the Town shall pay Consultant a lump sum of$1,900.00 dollars at the conclusion of the project.
Such voucher shall be due and payable within 45 days after receipt of such voucher, but such
, sum 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 signed voucher to be submitted
by Consultant in connection therewith.
The Town Board shall process any vouchers 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 pursuant to this paragraph, the Town shall, within 30 days of the receipt of such
voucher, notify Consultant in writing of such dispute or objection. Consultant
acknowledges that Consultant is familiar with the requirements of section 118 of the Town Law
which, in effect,prohibit payment of any of Consultant's claims against the Town unless an
itemized voucher therefore shall have been presented to the Town Board or Town Comptroller
and shall have been audited and allowed by the Town Board or Town Comptroller.
5. TERM OF AGREEMENT; TERMINATION.
This agreement shall be for a period of 45 days commencing on the date of this Agreement,
provided, however,that this agreement shall terminate immediately in the event that(a)
Consultant dies; (b)Consultant incurs a disability which makes Consultant unable to perform
the services which Consultant is required to perform hereunder; (c) Consultant files a Petition in
Bankruptcy Court or a Petition is filed against Consultant in Bankruptcy Court, or Consultant is
adjudged bankrupt or makes an assignment for the benefit of creditors; or(d)a Receiver or
Liquidator is appointed for Consultant and/or Consultant's property and is not dismissed within
20 days after such appointment or the proceedings in connection therewith are not stayed on
appeal within the said 20 days.
In the event that Consultant refuses or fails to provide the services required hereunder with
due diligence, or fails to make prompt payment to persons supplying labor for Consultant's
services hereunder, or refuses or fails to comply with applicable statutes, laws or ordinances, or
is guilty of a substantial violation of any provision of this agreement,the Town shall send
Consultant written notice that Consultant has 20 days to cure said default; and if, at the end of
said 20-day period, Consultant has not cured said default,the Town may then terminate this
agreement on 7 days' prior written notice to Consultant.
Except as prohibited by law, the Town and Consultant hereby waive trial by jury in any
litigation arising out of, or connected with, or relating to this Agreement.
6. SKILLS OF CONSULTANT; CONFLICTS OF INTEREST.
Consultant represents that Consultant has the requisite skills and experience to perform the
services hereunder.
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• 7. INDEPENDENT CONSULTANT STATUS OF CONSULTANT. • •
Consultant and the Town agree that in the performance of Consultant's services hereunder,
Consultant is an independent consultant and shall not be deemed to be an employee or agent of
the Town for any purpose whatsoever. As an independent Consultant, 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,whether or not the Consultant, its agents, or employees have
been negligent. The Consultant 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. CONSULTANT'S INSURANCE
The Consultant 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 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. L
(b) Liability 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 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 $1,000,000 for injuries, including
wrongful death to any one person and subject to the same limit for each person, in an
amount not less than $2,000,000 on account of any one occurrence.
•
2. Property damage insurance in an amount not less than$300,000 for damage on account
of all occurrences. '
The Consultant shall furnish the above insurances to the Town and shall also name the Town as
an additional named insured in said policies.
(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 and not later than three(3) days after the
date of such accident.
9. INDEMNITY AND SAVE HARMLESS AGREEMENT
The Consultant agrees to indemnify and save the Town, 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 Contractor and from and against any damages,
claims, or expenses, including reasonable attorney's fees, arising out of Contractor's breach of
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the Agreement or from Contractor's acts or omissions outside the scope of the Agreement or
arising out of claims or actions by third parties against Contractor by virtue of his performance of
this Agreement.
10. PROHIBITION AGAINST ASSIGNMENT.
Consultant is hereby prohibited from assigning,transferring, conveying, subletting or otherwise
disposing of this agreement or his right,title or interest in this agreement.
11. COMPLIANCE WITH STATUTES.
Consultant agrees that Consultant will comply with all statutes, ordinances, local laws, codes,
rules and regulations which are or may be applicable to Consultant'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: Elizabeth A.Neville, RMC, CMC
Town Clerk
Town of Southold
PO Box 1179
Southold,NY 11971-0959
To Consultant: John Schreck
D &B Engineers and Architects,P.C.
330 Crossways Park Drive
Woodbury,NY 11797-2015
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. •
This Agreement and the rights and obligations of parties hereunder shall be construed in
accordance with and be governed by the laws of the State of New York without regard to
conflicts of laws and principles. Consultant hereby submits to the jurisdiction of the Courts of
the State of New York for all disputes relating to this Agreement arid agrees that venue for all
disputes shall be in Suffolk County.
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•
• 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 Elizabeth A.Neville, Town Clerk, and the Consultant 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 Southo d
By: aiija.
Scott A.Russell, Supervisor
D&B Engineers.:nd Arj,'tects, P.C.
By: 1-///j�/.A,
STATE OF NEW YORK)
) ss.:
COUNTY OF SUFFOLK)
On theoL' day of December in the year 2015 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 York
No.01ST6164008
Qualified in Suffolk County
Commission Expires April 9,2019
STATE OF NEW YORK)
) ss.:
COUNTY OFtikn4;A
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•
On thej/day of December in the year 2015 before me,the undersigned, personally appeared
V+,S a V. FX ,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/she executed the same in his/her capacity and that his/her
signature on the instrument,the individual or the person upon whos, behalf f w ich the
individual acted,.executed the instrument.
Notary Pu c
KELLY PEDONE
Notary Public,State of New York
No. 01 PE5030019
Qualified in Nassau County
Commission Expires July 5, 20
A
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