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Grosser Consulting, Inc
=oOgUfFO(,yC3 RESOLUTION 2016-801 ADOPTED DOC ID: 12224 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2016-801 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON SEPTEMBER 6, 2016: RESOLVED that the Town Board of the Town of Southold hereby authorizes Scott A. Russell to enter into a professional services contract with P.W. Grosser Consulting, Inc. for asbestos abatement of the Sill's Farm Property Main House located at 70282 & 70284 Main Road in Greenport, at a cost not to exceed $9,651.50 as outlined in their proposal dated August 8, 2016, said services to be a legal charge to CM.8710.2.400.200, all in accordance with the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William P. Ruland, Councilman SECONDER:Louisa P. Evans, Justice AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell =oOgUfFO(,yC3 RESOLUTION 2016-753 ADOPTED DOC ID: 12180 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2016-753 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON AUGUST 9, 2016: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to enter into a professional services contract with P.W. Grosser Consulting, Inc. for the remediation of the Sill's Farm Property sanitary system located at 70282 & 70284 Main Road in Greenport, at a cost not to exceed $10,797.00 as outlined in their proposal dated August 4, 2016, said services to be a legal charge to CM.8710.2.400.200, all in accordance with the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Jill Doherty, Councilwoman SECONDER:William P. Ruland, Councilman AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell AGREEMENT THIS AGREEMENT, entered into this/9 day of September, 2016, by and between the Town of Southold, New York("the Town"), a municipal corporation organized and existing under the laws of the State of New York with offices at 53095 Main Road, Southold, New York, and P.W. Grosser Consulting; Inc. (the "Contractor"), with an address of 630 Johnson Avenue, Suite 7, Bohemia, New York 11716; - WITNESSETH, that-the Town and the Contractor, for the consideration hereinafter named, agree as follows: ARTICLE L ' WORK TO BE DONE AND CONSIDERATION THEREFOR The Contractor shall abate and remove all asbestos containing materials located at the Sill's Farm Property Main House in Greenport, New York. All work will be performed in accordance with the requirements of New York State and the Contractor's Proposal dated August 8, 2016, a copy of which is attached hereto as Appendix A and made a part hereof. The Contractor will furnish all labor, materials, supplies, equipment and other ,similar items necessary or proper for, or incidental'to, the work contemplated by this Contract, as required by, and-in strict accordance with the above drawings, and in strict accordance with such changes as are ordered and approved pursuant to this Contract. ARTICLE 2. TIME OF COMPLETION The services to be rendered under this Contract shall be completed no later than forty-five (45) days from the date the contract is,signed by all parties. Time of performance is of the essence of this Agreement'. 'ARTICLE 3. ACCEPTANCE AND FINAL PAYMENT Upon receipt of written notice that the Contract has been fully performed and an inspection by the Town Engineer to certify that the work has been completed to the satisfaction of the Town, the Contractor shall file with the Town Comptroller an itemized voucher and the Town will pay the Contractor $9,651.50. Payments will be made on the basis of the actual work completed in accordance with the Contract. Contractor will be paid the total Contract amount after the project is completed and there will be no partial payments. The Town Board shall process any voucher received from Contractor as expeditiously as possible. 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. Contractor acknowledges that Contractor is familiar with the requirements of section 118 of the Town Law which, in effect, prohibit payment of any of Contractor'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. 1 - r The acceptance by the Contractor of the final payment shall be, and shall operate as a release to the Town from all claims and all liabilities to the Contractor for all the things done or furnished in connection with this work and for every act and neglect of the Town and others relating to or arising out of, this Contract, except Contractor's claims for interest upon the final payment, if this payment be improperly, delayed. No payment, however final or otherwise, shall operate to release the Contractor or its sureties from any obligations under this Contract. ARTICLE 4. CHANGES TO THE,CONTRACT AND EXTRA WORK (a) The Town may at times, 'without notice to the Contractor's surety and without invalidating the Contract, order extra work or make changes by altering, adding to, or deducting from the work contemplated herein and may adjust the Contract price accordingly, pursuant to Paragraph (b) below. The Contractor shall not deviate from, add to, delete from, or make changes in the Work required to be performed hereunder unless so directed by a written Change Order. If_the Contractor is directed by the Town 'to perform 'extra work prior to an agreement on costs or time, the Contractor shall promptly comply with the Change Order of the Town. No claim for extra work or any change in the work shall be allowed or made unless such extra work or change is ordered by a written Change Order from the Town. (b) 'The amount of compensation to be paid to the Contractor for any extra work, as so _ordered, shall be determined as follows: T. By a lump sum mutually agreed upon by the Town and the Contractor; or 2. Using the applicable price or prices within the Contract and/or Bid and approved by the Town and the Contractor. (c) Regardless of the method used by the Town in ,determining the value of a Change Order, the Contractor shall submit to the Town aidetailed payment breakdown of the C'ontractor's estimate of the value of the omitted or extra work. (d) Unless otherwise specifically provided for in a Change Order, the agreed compensation specified therein for extra work includes full payment for extra work covered thereby, and the Contractor waives all rights to any other compensation for such extra work, damage or expense, including claims for delay, damage or expense. (e) The Contractor shall and hereby agrees to produce any and all data the Town may request, including but not limited to, time sheets, certified payrolls, foreman's reports, daily reports, bills and vouchers of Subcontractors, receiving documents, freight and trucking receipts, etc. ' (f) All change orders shall be processed, executed and approved in the following manner: (i) if the estimated cost of the extra work is less than $1,000 in the aggregate, a Change Order Form (attached as Appendix B) must be processed and executed by the Supervising Department Head; 2 (ii) if the estimated cost of the extra work is greater than $1,000, then the Change Order Form (Appendix B) must be executed by the Supervising Department Head and submitted to the Town Board for consideration and approval by resolution. The Contractor must submit a detailed explanation of why the Change Order is needed and must also be submitted to the Town Board prior to its approval. The Change Order must also be approved by the Town Comptroller and the Town Attorney. Once this procedure is completed, the Contractor may proceed with the extra"work. The Town will not accept any alteration to this form and no payment for Extra Work shall be due the Contractor unless it executes a Change Order on this Form. (g) If the Contractor claims that any work which the Contractor has been ordered to perform will be extra work, that the Contractor for any reason cannot comply with the terms and provisions of the Contract, or that any action or omission of the Town is contrary to the terms and provisions of the Contract and will require the Contractor to perform extra work, the contractor shall: 1. Promptly comply with the Town's direction to perform the work which the contractor claims will be extra work; and 2. Proceed diligently, pending and subsequent to the determination of'the Town with respect to any said disputed matter, with the performance of the work in accordance with all the instructions of the Town. (h) No claim for extra work shall be allowed unless it was ,performed pursuant to change order duly approved by the Town Board. The Contractor's failure to comply with any part of this provision shall be deemed to be: , 1. A conclusive and binding determination on the part of the Contractor that said change order, work, action or omission does not involve extra work and is not contrary to the terms and provisions of the Contract, and 2. A waiver by the Contractor of all claims for additional compensation, time or damages as a result of said change work, act or omission. The value of claims for extra work, if allowed shall be determined methods described in the Contract including, but not limited to, section(b) immediately above. ARTICLE 5: CONTRACTOR'S OBLIGATIONS (a), The Contractor shall be responsible for the full and correct performance of the Work required by this Contract within the time specified herein, including work of the Contractor's Subcontractors, and any errors therein shall be corrected at the Contractor's own cost and expense. In addition, the Contractor shall indemnify the Town,for any costs or expenses attributable to errors in performance by the Contractor or the Contractor's- Subcontractors. ontractor'sSubcontractors. The Contractor's obligation hereunder shall include taking field 3 , 3 l measurements for all Work hereunder. Approval of shop drawings by the Town shall not relieve the Contractor from correcting Work either reflected in error on the Contractor's shop drawings, not confirming to the field requirements, or not complying with the terms of this Contract. Is shall not be incumbent upon the 'Town to discover any mistakes, errors, omissions, or deviations from the Contract requirements, or in the quality or kind of materials used by the Contractor or in the shop drawings, schedules and reports submitted by the Contractor and the Town's approval of same shall not relieve the Contractor from responsibility for unauthorized changes, deviations, omissions or for errors of any sort therein. Performance by the Contractor of any Work before the required approvals therefore have been issued shall be at the Contractor's sole risk and expense. (b) In case of discrepancy or difference between any figures, drawings, or specifications; the matter shall be immediately,submitted in writing to the Town, whose decision shall be final, and without whose decision said discrepancy or difference shall not be adjusted by the Contractor, save only at the Contractor's own risk and expense. (c) Unless otherwise specifically provided in the Contract, the Contractor, without limitation, ,shall furnish and be responsible for all shop and field requirements, lines, grades, dimensions, layouts, colors, qualities, quantities, tests, approvals, operating manuals, guarantees, cuttings, removals, openings, channels, chases, flues, sleeves, insets, dowels, hangers, patching, clearing, temporary heat, water and electricity, guards, rails, night lights, barricades, pumping hoists, elevators, scaffolds, runways, protective paper, tarpaulins, polyethylene protections, and clean-up, and all things which may be necessary in performance of the Work contracted hereunder. (d) If the Town shall furnish any basic reference lines and bench marks to the Contractor, ,such basic reference lines and bench marks must be used by the Contractor and the finished Work shall agree therewith. (e) The Contractor agrees that the Contractor shall protect and shall be solely responsible for all labor and material provided for under this contract, whether or not the same may be erected in place, and for all its plans, tools, equipment, materials, tools of the Contractor's employees and agents, etc. for all adjoining private and public property, and all existing Work on the Project Site, which may be damaged by the Contractor's Work. In no event shall the Town be liable to the Contractor for loss of, pilferage, or damage to any of the same. In the event of said labor and materials, plant, tools or equipment, etc., are damaged, lost or destroyed by reason of fire, theft (irrespective of the negligence of the parties hereto or others), civil commotion, riot, insurrection, violence, war, acts of God, etc., the Contractor's responsibility therefore shall be absolute, and the Contractor shall replace, repair, rebuild, and make good any and all said damage or loss of any and all kinds whatsoever. (f) Contractor shall be responsible for securing all permits required to perform the Work and/or required by the applicable laws, regulations, ordinances, etc., and maintain the validity of all such permits throughout the contract duration. 4 ARTICLE 6. 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) 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 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: 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. Property damage insurance in an amount not less than $300,000 for damage on account of all occurrences. Commercial auto liability insurance in an amount not less than $500,000 for damage on" account of all occurrences. The Contractor 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: ARTICLE 7. REPRESENTATIONS OF CONTRACTOR The Contractor represents and warrants: (a) That it is financially solvent and that it is experienced in and competent to perform the type of work or to furnish mechanical maintenance dredging to be furnished by it;.and (b) That it is familiar with all federal, state, municipal and department laws, ordinances and regulations which may in any way affect the work or those employed therein. 'ARTICLE 8. PERMITS AND REGULATIONS The Contractor shall comply with all permits issued to the Town in connection with the services furnished under this Agreement. 5 f ARTICLE 9. NO DAMAGES FOR DELAY The contractor agrees' to make no claim for increased costs, charges, expenses or damages for delay in the performance of this Contract, or'for any delays or hindrances from any cause whatsoever, and agrees that any such claim shall,be fully compensated for by an extension'in the time for.substantial and/or final completion of the work. ' Should the Contractor be or anticipate being delayed or disputed in performing the work hereunder for any reason, it shall promptly, and in no even more than two (2) business days after the commencement of any condition which is causing or threatening to cause such a delay or disruption, notify the Town in writing of the effect of such condition stating why and in what respects the condition is causing or threatening to cause such delay or disruption. Failure strictly to'comply with this notice requirement shall be sufficient cause to deny Contractor a change in Schedule and to require it to conform to the Schedule then in effect. ARTICLE 10. TOWN'S RIGHT TO STOP WORK OR TERMINATE CONTRACT . The Town shall have the right to stop work or terminate the Contract if: (a) The Contractor' is adjudged bankrupt or makes an assignment for the benefit of creditors; or (b) A receiver or liquidator is appointed for the Contractor or for any of its property and is not dismissed within 20 days after such appointment or the proceedings in connection 'therewith are not stayed on appeal within the said 20 days; or (c) The Contractor refuses or fails to prosecute the work or any part thereof with due diligence; or (d) The Contractor fails to make prompt payment to persons supplying labor for the work; or (e) The Contractor fails or refuses to comply with all applicable laws or ordinances; or (f) The Contractor is guilty of a substantial violation of any provision of this Contract; (g) The Town's execution and participation in this contract is found to be in violation of an existing collective bargaining agreement. (h) In any event, the' Town, without prejudice to any other rights or remedy it may have, may, with our without cause, by seven (7) days' notice to the Contractor, terminate the employment of the Contractor and its right to proceed as to'the work. In such case, the Contractor shall not be entitled to receive any further payment beyond what owed in quantum meruit. ARTICLE 11. DAMAGES It is hereby mutually covenanted and agreed that the relation of the Contractor to the work to be performed by it under this Contract shall be,that of an independent contractor. As an independent contractor, it will be responsible for all damage, loss or injury to persons or property that may arise in 6 or be incurred during the conduct and progress of said work, whether or not the Contractor, its agents, or employees have been negligent. The Contractor shall hold and keep the Town free and discharged of and from any andall responsibility and liability of any sort or kind. The Contractor shall assume all responsibility for risks or casualties of every description, for loss or injury to persons or property arising out,of the nature of the work, from the action of the elements, or from any unforeseen or unusual difficulty. The Contractor shall make good any,damages that may occur in consequence of the work or any part of it. 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. ARTICLE 12. INDEMNITY AND SAVE HARMLESS AGREEMENT The Contractor 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 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. ARTICLE 13. NO ASSIGNMENT In accordance with the provisions of section 109 of the General Municipal Law, the Contractor is hereby prohibited from assigning, transferring, conveying, subletting or otherwise disposing of this Agreement, or of its right, title or interest in this Agreement, or its power to execute this Agreement, to any other person or corporation without the previous consent in writing of the Town. ARTICLE 14. REQUIRED PROVISIONS OF LAW Each and every provision of law and clause required by law to be inserted in this Contract shall be deemed to have been inserted herein. If any such provision is not inserted, through mistake or otherwise, then upon the application of either party, this Contract shall be physically amended forthwith to make such insertion. In particular, the Contractor shall, among other things,-fully comply with: (a) Labor Law section 220-e and Executive Law sections 291-299 and the Civil Rights Law relating to prohibition against discrimination and providing equal opportunity. (b) Affirmative action as required by the Labor Law. (c) Prevention of dust hazard required by Labor Law section 222-a. (d) Preference in employment of persons required by Labor Law section 222. (e) Eight-hour workday as required by Labor Law section 220(2). 7 ARTICLE 15. PREVAILING WAGE RATES REQUIRED BY LAW (a) The parties hereto, in-'accordance with the provisions of section 220(3) of the Labor Law, hereby agree that there shall be paid each employee engaged,in work under this Contract not less than the wage rate and supplements set opposite the trade or occupation in which he/she is engaged, as listed on Exhibit A attached hereto and made a part of this Agreement, which are the wage rates and supplements established as the prevailing rate of wages for the work covered by this Contract. (b) Labor classifications not appearing on the schedule of wages can be used only with the consent of the Owner and then the rate to be paid will be given by the Owner after being advised by the Department of Labor. (c) The Contractor shall post in a prominent and accessible place on the site of the work a legible statement of all wage rates and supplements, as specified in the Contract, for the various classes of mechanics, workingmen/women, or laborers employed on the work. ARTICLE 16. AUTHORITY FOR EXECUTION ON BEHALF OF THE TOWN The Supervisor has executed this Agreement,pursuant to a Resolution adopted by the Town Board of the Town of Southold, at a meeting thereof held on September 6, 2016. Scott A. Russell, Supervisor, whose signature appears hereafter, is duly authorized and empowered to execute this instrument and enter into such an Agreement on behalf of the Town. This instrument shall be executed in duplicate. At least one copy shall be permanently filed, after,execution thereof, in the office of the Town Clerk, Elizabeth Neville. ARTICLE 17. 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 parry hereto: To Town: Elizabeth A. Neville, RMC, CMC Southold Town Clerk P.O. Box 1179 Southold, NY 11971-0959 With a copy to: Michael Collins, P.E., Town Engineer Town of Southold P.O. Box 1179 Southold, NY 11971-0959 To Contractor: James P. Rhodes, Senior Vice President P.W. Grosser Consulting, Inc. 630 Johnson Avenue Suite 7 Bohemia, NY 11716 ARTICLE 18. 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. ARTICLE 19. 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. ARTICLE 20. APPLICABLE LAW This Agreement is governed by the laws of the State of New York. IN WITNESS WHEREOF, the Town of Southold has caused these presents to be signed by Scott A. Russell, its Supervisor, duly authorized to do so, and the Contractor has caused these presents to be signed by its President, the day and year first above written. P.W. =nsulting By: J mes P. Rhodes, Senior Vice President Town of Sou Id By: Scott A. Russell, Supervisor STATE OF NEW YORK) ss.. COUNTY OF SUFFOLK) On this[4day of September in the year 2016 before me, the undersigned, personally appeared JAMES P. RHODES,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 act xecuted the instrument. r 'hminy MAC -- Notary Public Vu�ift State of4".%wk 1l�gWation•# 0106030W? r ` dunty of Suffolk=; Mr Cbniiss+on,ExPires'Se31,�,�,2017, 9 STATE OF NEW YORK) ss.. COUNTY OF SUFFOLK) On this i day of September in the year 2016 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.01 STS164008 Qualified in Suffolk County Commission Expires April 9,2019 10 APPENDIX A P.W. GROSSER CONSULTING August 8, 2016 P Mr.'Michael Collins Town of Southold 53095 Route 25 Southold,_(VY 11971 RE: Proposal for Asbestos Abatement Sills Farm,Greenport, New York PWGC Proposal#: 16LP365 Dear Mr. Collins: P.W. Grosser Consulting, Inc. (PWGC) is pleased to submit this proposal to Town of Southold (client) to provide turnkey asbestos services for the above-referenced property (subject property). PWGC was provided with an Inspection for Asbestos-Containing Materials report conducted by New York Environmental (NYE) dated April 8, 2016. The NYE report and a bid walk conducted ori July 29, 2016, were the basis for this proposal. The subject area consists of approximately 150 linear feet of thermal insulation and 2 square feet of,flue packing located in the basement of the subject property. This SOW is limited to the basement of the subject property, per discussions with the client. . SCOPE OF WORK TASK 1—ABATEMENT SERVICES PWGC proposes to, remove the asbestos-containing material from the basement of-the subject property. All r work will be done in accordance with Part 56 of Title 12 of the Official Compilation of Codes, Rules and Regulations for'the State of New York. PWGC will furnish all tools, equipment, labor and.materials, and will provided disposal services for the proposed abatement. The pricing for this task will include, New York State Department of Labor ("NYSDOL") certified handlers and 1 supervisors, materials and supplies, and project management. Based on the size of the job, no filing fees will be required. PWGC proposes to perform the above detailed work for a lump sum of $5,691.50. Water an&electric will be supplied to the work and decon area by the client. This task is subject to the assumptions and limitations discussed below. TASK 2—INDEPENDENT THIRD PARTY AIR MONITORING PWGC proposes to supply a NYSDOL certified Air Sampling Technician and Project Monitor to collect air samples and provide visual inspection of the abatement work areas as needed. The air sampling program will incorporate regulations, requirements and guidelines promulgated by the NYSDOL. Air monitoring shall include all applicable requirements related to pre-abatement"baseline air monitoring, during abatement air monitoring and clearance post-abatement air monitoring. Air monitoring will be conducted by the Project Monitor assigned to the project. The Project Monitor will begin daily air monitoring of the project area prior to the commencement of abatement activities and will continue to monitor for the duration of the work shift. P.W.Grosser Consulting,Inc• P.W.Grosser Consulting Engineer&Hydrogeologist, PC 630 Johnson Avenue,Suite 7• Bohemia, NY 11716 PH 631.589.6353• FX 631.589.8705•www.pwgrosser.com Ki-,V-L, NV. NV.CG.ffIP MIA PVi GC Strategic Environmental Engineering Solutions Air samples will be collected using high-volume rotary vane air sampling pumps with telescopic tripod stands. The sample media for phase contrast microscopy ("PCM") analysis consists of a cellulose ester membrane filter (pore size 0.8 microns) and,a support pad contained in a three-piece styrene plastic cassette with an electrically conductive cowl. All pumps are calibrated with a rotometer before, during and after each sample collection. Rotometers are calibrated using a primary standard such as the Buck Calibrator. PWGC proposes to complete this task for a lump sum daily rate of$1,000 per day. This rate includes a certified Project Monitor for an 8-hour shift, all necessary air samples analyzed with a 24-hour'turn-around time. Based on the proposed schedule, PWGC estimates that this task will cost$3;000. Client will be charged for actual shifts worked. TASK 3—REPORTING PWGC will issue"a completion report after the completion of all abatement activities. The report will include copies of the following: • Waste manifests; • Project Monitor's log; • Supervisor's log; • Certifications for on-site personnel, laboratories and contractors; • All air sample results, locations and chains-of-custody; and • Site photographs. PWGC will issue the closure report-for a lump sum fee of$1,000 total. This task is subject to the assumptions and limitations discussed below. ASSUMPTIONS AND LIMITATIONS • This proposal and the prices herein are limited by the information provided to PWGC and the site conditions during the site visit. IM • PWGC assumes that access to the subject property will be provided to PWGC and its subcontractors during all abatement activities. • Client understands that other trades and/or personnel may not occupy any abatement work areas during abatement activities. • PWGC assumes that electricity and water will be supplied by the client for all abatement activities. PAYMENT TERMS Services are not to exceed $9,651.50 without prior written approval. Services required outside of the scope of work and assumptions provided will be invoiced based upon the hourly/unit rates provided. Lump sum tasks will be re-negotiated if the scope changes. Thank you for the,opportunity to propose on this project. Please call if you have any questions or would like to discuss your project'further. I look forward to hearing from you. Very truly yours, P.W.Grosser Consulting P.W.Grosser Consulting,Inc• P.W.Grosser Consulting Engineer&Hydrogeologist, PC 2 630 Johnson Avenue,Suite 7• Bohemia, NY 11716 PH 631.589.6353• FX 631.589.8705•www.pwgrosser.com Neel V—L, N[V. CZ ra .cn NV.CoaM•io LA/A PWGC Strategic Environmental Engineering Solutions Heather Moran-Botta Project Manager v P.W. Grosser Consulting,Inc• P.W.Grosser Consulting Engineer&Hydrogeologist, PC 3 630 Johnson Avenue,Suite 7• Bohemia, NY 11716 PH 631.589.6353• FX 631.589.8705• www.pwgrosser.com hi.-V—L, NIV.Cvrarnm NV.Q..tti. 1A/A PWGC Strategic Environmental Engineering Solutions CLIENT Town of Southold PROJECT SITE Sills Farm PWGC LP# 16LP365 I acknowledge that I am an authorized company representative,that I have full responsibility to execute this proposal,and that I assume personal responsibility for payment of P.W. Grosser Consulting services. Approved by Signature Date Name, Company Date P.W.Grosser Consulting,Inc• P.W. Grosser Consulting Engineer&Hydrogeologist, PC 630 Johnson Avenue,Suite 7• Bohemia, NY 11716 PH 631.589.6353• FX 631.589.8705•www.pwgrosser.com N.-V—L, NV. Cvrar— NV.Cnaftlo %AIA 1 - PWGC Strategic Environmental Engineering Solations Cost Breakdown ACM Abatement Sills Farm, Greenport, New York TASK Service Provided TOTAL TASK 1-Abatement Services PWGC SERVICES A-Coordination&Field Oversight Abatement labor $3,883 Lump Sum 1 $ 3,883.00, Materials $1,524 Lump Sum 1 $ 1,523.50 Disposal of 5 yards of ACM waste $285 Lump Sum 1 $ 285.00 Task1S6rvi6esSubtotal $... 5,691":50; TASI<2-Air Monitoring B-Independent Third Paity_Air Monitoring NYSDOL-certified Project/Air Monitor $1,000 Day 3 $ 31000.00 Task'2's6i ccs Subfiotal $r` 3;Q00,fl0 TASK 3-Reporting C- Reporting Asbestos Abatement Report $1,000 Each 1 $ 1,000.00 Task 3;Se rvices Subtotal $ 1,600}0:00 { f 1 P.W.Grosser Consulting,Inc• P.W. Grosser Consulting Engineer&Hydrogeologist, PC 5 630 Johnson Avenue„Suite 7• Bohemia, NY 11716 PH 631.589.6353• FX 631.589.8705•www.pwgrosser.com KI.-V-L, KIV.C--.- NV MIA kp% PWG - Strategic Environmental Engineering Solutions CLIENT Town of Southold PROJECT SITE Sills Farm PWGC LP# 16LP365 TERMS& • • (2016) Waiver. In addition, the Client agrees, to the maximum extent Performance of Services: The Consultant P.W. Grosser permitted by law, to waive any claims against the Consultant Consulting Inc. shall perform the services outlined in the arising out of the performance of these services, except for the proposal provided with this Agreement, Engineering services sole negligence or willful misconduct of the Consultant. will be provided by P.W. Grosser Consulting Engineer & Information for the Sole Use and Benefit of the Client: All Hydrogeologist, PC.The proposal is effective for 120 days, opinions and conclusions of the Consultant, whether written or Additional Services: For additional services not included oral, and any plans, specifications or other documents and above, the Consultant shall be compensated based upon services provided by the Consultant are for the sole use and hourly rates of reimbursement in accordance with the benefit of the Client and are not to be provided to any other attached rate schedule. person or entity without the prior written consent of the Consultant. Nothing contained in this Agreement shall create a Access to Site: Unless otherwise stated, the Consultant will contractual relationship with or a cause of action in favor of any have access to the site for activities necessary for the third party against either the Consultant or the Client. performance of the services. The Consultant will take Certifications, Guarantees and Warranties: The Consultant shall reasonable precautions to minimize damage due to these not be required to execute any document that would result in activities, but has not included in the fee the cost of the Consultant certifying, guaranteeing, or warranting the restoration of any resulting damage and will not be existence of any conditions. responsible for such costs. Limitation of Liability: In recognition of the relative risks, rewards and benefits of the project to both the Client and the Retainer/Billing/Payment: The Client agrees to pay the Consultant, the risks have been allocated such that the Client Consultant for all services performed and all costs incurred. agrees that, to the fullest extent permitted by law, the Prior to providing services, the Client shall deposit a retainer Consultant's total liability to the Client for any all injuries, of $0.00 with the Consultant. Invoices for the Consultant's damages, claims, losses, expenses or claim expenses arising services shall be submitted, at the Consultant's option, either out of this Agreement from any cause or causes, shall not upon completion of such services or on a monthly basis. exceed $50,000. Such causes include, but are not limited to, Invoices shall be due and payable upon receipt. If any invoice the Consultant's negligence, errors, omissions, strict liability, is not paid within 45 days, the Consultant may, without breach of contract, or breach of warranty. waiving any claim or right against the Client, and without Ownership of Documents: All documents produced by the liability whatsoever to the client, suspend or terminate the Consultant under this Agreement are instruments of the performance of services. The retainer shall be credited on the Consultant's professional service and shall remain the property final invoice. Accounts unpaid 30 days after the invoice date of the Consultant, and may not be used by the Client for any may be subject to a monthly service charge of 1.5% (or the other purpose without the prior written consent of the maximum legal rate) on the unpaid balance. In the event any Consultant. portion of an account remains unpaid 60 days after the billing, Dispute Resolution: Any claims or disputes between the Client the Consultant may institute collection action and the Client and the Consultant arising out of the services to be provided by shall pay all costs of collection, including reasonable attorney's the Consultant or out of this Agreement shall be submitted to fees. non-binding mediation. The Client and the Consultant agree to If the Client fails to make payments when due or otherwise is include a similar mediation agreement with all contractors, sub- in breach of this Agreement, the Consultant may suspend consultants, subcontractors, suppliers and fabricators, providing performance of services upon five (5) calendar days' notice to for mediation as the primary method for dispute resolution the Client. The Consultant shall have no liability whatsoever to among all parties. the Client for any costs or damages a result of such Termination of Services: This Agreement may be terminated at suspension caused by any breach of this Agreement by the any time by either party should the other party fail to perform Client. its obligations hereunder. In the event of termination for any Indemnification: The Client shall, to the fullest extent reason whatsoever, the Client shall pay the Consultant for all permitted by law, indemnify and hold harmless the services rendered to the date of termination, and all Consultant, his or her officers, directors, employees, agents reimbursable expenses incurred prior to termination and and sub-consultants from and against all damage, liability and reasonable termination expenses incurred as the result of cost, including reasonable attorney's fees and defense costs, termination. arising out of or in any way connected with the performance of the services, under this Agreement, excepting only those damages, liabilities or costs attributable to the sole negligence or willful misconduct of the Consultant. P.W.Grosser Consulting,Inc o P.W. Grosser Consulting Engineer&Hydrogeologist, PC 6 630 Johnson Avenue,Suite 7 • Bohemia, NY 11716 PH 631.589.6353 . FX 631.589.8705•www.pwgrosser.com hi—,VL, niV.c--- niV.(Z—Hao MIA PWGC Stmtegk Environmental Engineering Solutions CLIENT Town of Southold PROJECT SITE Sills Farm PWGC LP# 16LP365 2016 PWGC RATE SCHEDULE Category Hourly PRINCIPALS ; Senior Principals $320.00 - $360.00' Principals $225.00 - $260.00 PRO]ECT'MANAGEMENT - Senior Project Manager $200.00 - $220.00 Project Manager $115.00 - $160.00 HYDROGEOLOGIST/ENVIRONMENTAL;SCIENTIST (HYDRO%ES) Senior Hydro/ES $95.00 - $135.00 Project Hydro/ES $80.00 - $95.00 Field Hydro/ES $85.00 ENGINEERING' Project Engineer/Branch Manager $185.00 Senior Engineer $110.00 - $135.00 Project Engineer $110.00 - $145.00 Staff Engineer $95.00 - $105.00 OTHER SERVICES ` Technical Consultant $220.00 - $240.00 IT Services $100.00 GIS/CADD Services $105.00 Administrative Services $80.00 P.W. Grosser Consulting,Inc• P.W. Grosser Consulting Engineer&Hydrogeologist, PC 7 630 Johnson Avenue,Suite 7• Bohemia, NY 11716 PH 631.589.6353• FX 631.589.8705•www.pwgrosser.com Nuw V—L, NV.Cvrarnm NV.CoaYHc %Ala AGREEMENT k THIS AGREEMENT, entered into this� day of August, 2016, by and between the Town of Southold, New York("the Town"), a municipal corporation organized and existing under the laws of the State of New York with offices at 53095 Main Road, Southold, New York, and P.W. Grosser Consulting, Inc. (the "Contractor"), with an address of 630 Johnson Avenue, Suite 7, Bohemia, New York 11716; WITNESSETH, that the Town and the Contractor, for the consideration hereinafter named, agree as follows: ARTICLE 1. WORK TO BE DONE AND CONSIDERATION THEREFOR The Contractor shall remediate and remove the two sanitary leaching pools located at the Sill's Farm Property in Greenport, New York. All work will be performed in accordance with the requirements of the Suffolk County Department of Health Services and the Contractor's Proposal dated August 4, 2016, a copy of which is attached hereto as Appendix A and made a part hereof. The Contractor will furnish all labor, materials, supplies, equipment and other similar items necessary or proper for, or incidental to, the work contemplated by this Contract, as required by, and in strict accordance with the above drawings, and in strict accordance with such changes as are ordered and approved pursuant to this Contract. ARTICLE 2. TIME OF COMPLETION The services to be rendered under this Contract shall be completed no later than forty-five (45) days from the date the contract is signed by all parties. Time of performance is of the essence of this Agreement. ARTICLE 3. ACCEPTANCE AND FINAL PAYMENT Upon receipt of written notice that the Contract has been fully performed and an inspection by the Town Engineer to certify that the work has been completed to the satisfaction of the Town, the Contractor shall file with the Town Comptroller an itemized voucher and the Town will pay the Contractor $10,797.00. Payments will be made on the basis of the actual work completed in accordance with the Contract. Contractor will be paid the total Contract amount after the project is completed and there will be no partial payments. The acceptance by the Contractor of the final payment shall be, and shall operate as a release to the Town from all claims and all liabilities to the Contractor for all the things done or furnished in connection with this work and for every act and neglect of the Town and others relating to or arising , out of, this Contract, except Contractor's claims for interest upon the final payment, if this payment be improperly delayed. No payment, however final or otherwise, shall operate to release the Contractor or its sureties from any obligations under this Contract. 1 ARTICLE 4. CHANGES TO THE CONTRACT AND EXTRA WORK (a) The Town may at times, without notice to the Contractor's surety and without invalidating the Contract, order extra work or make changes by altering, adding to, or _ deducting from the work contemplated herein and may adjust the Contract, price accordingly, pursuant to Paragraph (b) below. The Contractor shall not deviate from, add to, delete from, or make changes in the Work required to be performed hereunder unless so directed by a written Change Order. If the Contractor is directed by the Town to perform extra work prior to an agreement on costs or time, the Contractor shall promptly comply with the Change Order of the Town. No claim for extra work or any change in the work shall be allowed or made unless such extra work or change is ordered by a written Change Order from the Town. (b) The amount of compensation to be paid to the Contractor for any extra work, as so ordered, shall be determined,as follows: 1. By a lump sum mutually agreed upon by the Town,and the Contractor; or 2. Using the applicable price or prices within the Contract and/or Bid and approved by the Town and the Contractor. (c) Regardless of the method used by the Town in determining the value of a Change Order, the Contractor shall submit to the Town a detailed payment breakdown of the Contractor's estimate of the value of the omitted or extra work. (d) Unless otherwise specifically provided for in a Change Order, the agreed compensation specified therein for extra work includes full payment for extra work covered thereby, and the Contractor waives all rights to any other compensation for such extra work, damage or expense, including claims for delay, damage or expense. (e) The Contractor shall and hereby agrees to produce any and all data the Town may request, including but not limited to, time sheets, certified payrolls, foreman's reports, daily reports, bills and vouchers of Subcontractors, receiving documents, freight and trucking receipts, etc. (f) All change orders shall be processed, executed and approved in the following manner: (i) if the estimated cost of the extra work is less than $1,000 in the aggregate, a Change Order Form (attached as Appendix B) must be processed and executed by the Supervising Department Head; (ii) if the estimated cost of the extra work is greater than $1,000, then the Change Order Form (Appendix B) must be executed by the Supervising Department Head and submitted to the Town Board for consideration and approval by resolution. The Contractor must submit a detailed explanation of why the Change Order is needed and must also be,submitted to the,Town Board prior to its approval. The Change Order must also be approved by the Town Comptroller and the Town 2 Attorney. Once this procedure is completed, the Contractor may proceed with the extra work. The Town will not accept any alteration to this form and no payment for Extra Work shall be due the Contractor unless it executes a Change Order on this Form. (g) If the Contractor claims that any work which the Contractor has been ordered to perform will be extra work, that the Contractor for any reason cannot comply with the terms and provisions of the Contract, or that any action or omission of the Town is contrary to the terms and provisions of the Contract and will require the Contractor to perform extra work, the contractor shall: 1. Promptly comply with the Town's direction to perform the work which the contractor claims will be extra work; and 2. Proceed diligently, pending and subsequent to the determination of the Town with respect to any said disputed matter, with the performance of the work in accordance with all the instructions of the Town. , (h) No claim for extra work shall be allowed unless it was performed pursuant to change order duly approved by the Town Board. The Contractor's failure to comply with any part of this provision shall be deemed to be: 1. A conclusive and binding determination on the part of the Contractor that said change order, work, action or omission does not involve extra work and is not contrary to the terms and provisions of the Contract, and , 2. A waiver by the Contractor of all claims for additional compensation, time or damages as a result of said change work, act or omission. (i) The value of claims for extra work, if allowed shall be determined methods described in the Contract including,but not limited to, section(b) immediately above. ARTICLE 5: CONTRACTOR'S OBLIGATIONS (a) The Contractor shall be responsible for the full and correct performance of the Work required by this Contract within the time specified herein, including work of the Contractor's Subcontractors, and any errors therein shall be corrected at the Contractor's own cost and expense. In addition, the Contractor shall indemnify the Town for any costs or expenses attributable to errors in performance by the Contractor or the Contractor's Subcontractors. The Contractor's obligation hereunder shall include taking field measurements for all Work hereunder. Approval of shop drawings by the Town shall not relieve the Contractor from correcting Work either reflected in error on the Contractor's shop drawings, not confirming to the field requirements, or not complying with the terms of this Contract. Is shall not be incumbent upon the Town to discover any mistakes, errors, omissions, or deviations from the Contract requirements, or in the quality or kind of materials used by the Contractor or in the shop drawings, schedules and reports 3 submitted by the Contractor and the Town's approval of same shall not relieve the Contractor from responsibility for unauthorized changes, deviations, omissions or for errors of any sort therein. Performance by the Contractor of any Work before the required approvals therefore have been issued shall be at the Contractor's sole risk and expense. (b) In case of discrepancy or difference between any figures, drawings, or specifications; the matter shall be immediately submitted in writing to the Town, whose decision shall be final, and without whose decision said discrepancy or difference shall not be adjusted by the Contractor, save only at the Contractor's own risk and expense. (c) Unless otherwise specifically provided in the Contract, the Contractor, without limitation, shall furnish and be responsible for all shop and field requirements, lines, grades, dimensions, layouts, colors, qualities, quantities, tests, approvals, operating manuals, guarantees, cuttings, removals, openings, channels, chases, flues, sleeves, insets, dowels, hangers, patching, clearing, temporary heat, water and electricity, guards, rails, night lights, barricades, pumping hoists, elevators, scaffolds, runways, protective paper, tarpaulins, polyethylene protections, and clean-up, and all things which may be necessary in performance of the Work contracted hereunder. (d) If the Town shall furnish any basic reference lines and bench marks to the Contractor, such basic reference lines and bench marks must be used by the Contractor and the finished Work shall agree therewith. (e) The Contractor agrees that the Contractor shall protect and shall be solely responsible for all labor and material provided for under this contract, whether or not the same may be erected in place, and for all its plans, tools, equipment, materials, tools of the Contractor's employees and agents, etc. for all adjoining private and public property, and all existing Work on the Project Site, which may be damaged by the Contractor's Work. In no event shall the Town be liable to the Contractor for loss of, pilferage, or damage to any of the same. In the event of said labor and materials, plant, tools or equipment, etc., are damaged; lost or destroyed by reason of fire, theft (irrespective of the negligence of the parties hereto or others), civil commotion, riot, insurrection, violence, war, acts of God, etc., the Contractor's responsibility therefore shall be absolute, and the Contractor-shall replace, repair, rebuild, and make good any and all said damage or loss of any and all kinds whatsoever. (f) Contractor shall be responsible for securing all permits required to perform the Work and/or required by the applicable laws, regulations, ordinances, etc., and maintain the validity of all such permits throughout the contract duration. ARTICLE 6. 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. 4 (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) 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 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: 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. Property damage insurance in an amount not less than $300,000 for damage on account of all occurrences. Commercial auto liability insurance in an amount not less than $500,000 for damage on account of all occurrences. The Contractor shall furnish the above insurances to the Town and shall also name the Town as an additional named insured in said policies. J (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. ARTICLE 7. REPRESENTATIONS OF CONTRACTOR The Contractor represents and warrants: (a) That it is financially solvent and that it is experienced in and competent to perform the type of work or to furnish mechanical maintenance dredging to be furnished by it; and (b) That it is familiar with all federal, state, municipal and department laws, ordinances and regulations which may in any way affect the work or those employed therein. ARTICLE 8. PERMITS AND REGULATIONS The Contractor shall comply with all permits issued to the Town in connection with the services furnished under this Agreement. ARTICLE 9. NO DAMAGES FOR DELAY The contractor agrees to make no claim for increased costs, charges, expenses or damages for delay in the performance of this Contract, or for any delays or hindrances from any 5 i cause whatsoever, and agrees that any such claim shall be fully compensated for by an extension in the time for substantial and/or final completion of the work. Should the Contractor be or anticipate being delayed or disputed in performing the work hereunder for any reason, it shall promptly, and in no even more than two (2) business days after,the commencement of any condition which is causing or threatening to cause such a delay or disruption, notify the Town in writing of the effect of such condition stating why and in what respects the condition is causing or threatening to cause such delay or disruption. Failure strictly to comply with this notice requirement shall be sufficient cause to deny Contractor a change in Schedule and to require it to,conform to the Schedule then in effect. ARTICLE 10. TOWN'S RIGHT TO STOP WORK OR TERMINATE CONTRACT r The Town shall have the right to stop work or terminate the Contract if- (a) f(a) The Contractor is adjudged bankrupt or makes an assignment for the benefit of creditors; or (b) A receiver or liquidator is appointed for the Contractor or for any of its property and is not dismissed within 20 days after such appointment or the proceedings in connection therewith are not stayed on appeal within the said 20 days; or (c) The Contractor refuses or fails to prosecute the work or any part thereof with due diligence; or (d) The Contractor fails to make prompt payment to persons supplying labor for the work; or (e) The Contractor fails or refuses to comply with all applicable laws or ordinances; or (f) The Contractor is guilty of a substantial violation of any provision of this Contract; (g) The Town's execution and participation in this contract is found to be in violation of an existing collective bargaining agreement. (h) In any event, the Town, without prejudice to any other rights or remedy it.may have, may, with our without cause, by seven (7) days' notice to the Contractor, terminate the employment of the Contractor and its right to proceed as to the work. In such case, the Contractor shall not be entitled to receive any. further payment beyond what owed in quantum meruit. ARTICLE 11. DAMAGES It is hereby mutually covenanted and agreed that the relation of the Contractor to the work to be performed by it under this Contract shall be that of an independent contractor. As an independent contractor, it will be responsible for all damage, loss or injury to persons or property that may arise in or be incurred during the conduct and progress of said work, whether or not the Contractor, its agents, or employees have been negligent. The Contractor shall hold and keep the Town free and discharged of and from any and all responsibility and liability of any sort or kind. The Contractor shall assume all responsibility for risks or casualties of every description, for loss or injury to persons or property 6 arising out of the nature of the work, from the action of the elements, or from any unforeseen or unusual difficulty. The Contractor shall make good any damages that may occur in consequence of the work or any part of it. 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. ARTICLE 12. INDEMNITY AND SAVE HARMLESS AGREEMENT The Contractor 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 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. ARTICLE 13. NO ASSIGNMENT In accordance with the provisions of section 109 of the General Municipal Law, the Contractor is hereby prohibited from assigning, transferring, conveying, subletting or otherwise disposing of this Agreement, or of its right, title or interest in this Agreement, or its power to execute this Agreement, to any other person or corporation without the previous consent in writing of the Town. ARTICLE 14. REQUIRED PROVISIONS OF LAW Each and every provision of law and clause required by law to be inserted in this Contract shall be deemed to have been inserted herein. If any such provision is not inserted, through mistake or otherwise, then, upon the application of either party, this Contract shall be physically amended forthwith to make such insertion. In particular, the Contractor shall, among other things, fully comply with: (a) Labor Law section 220-e and Executive Law sections 291-299 and the Civil Rights Law relating to prohibition against discrimination and providing equal opportunity. (b) Affirmative action as required by the Labor Law. (c) Prevention of dust hazard required by Labor Law section 222-a. (d) Preference in employment of persons required by Labor Law section 222. (e) Eight-hour workday as required by Labor Law section 220(2). ARTICLE 15. PREVAILING WAGE RATES REQUIRED BY LAW (a) The parties hereto, in accordance with the provisions of section 220(3) of the Labor Law, hereby agree that there shall be paid each employee engaged in work under this Contract not less than the wage rate and supplements set opposite the trade or occupation in which he/she is engaged, as listed on Exhibit A attached hereto and made a part of this Agreement, which are the wage rates and supplements established as the prevailing rate of wages for the work covered by this Contract. (b) Labor classifications not appearing on the schedule of wages can be used only with the consent of the Owner and then the rate to be paid will be given by the Owner after being advised by the Department of Labor. (c) The Contractor shall post in a prominent and accessible place on the site of the work a legible statement of all wage rates and supplements, as specified in the Contract, for the various classes of mechanics,workingmen/women, or laborers employed on the work. ARTICLE 16. AUTHORITY FOR EXECUTION ON BEHALF OF THE TOWN The Supervisor has executed this Agreement pursuant to a Resolution adopted by the Town Board of the Town of Southold, at a meeting thereof held on August 9, 2016. Scott A. Russell, Supervisor, whose signature appears hereafter, is duly authorized and empowered to execute this instrument and enter into such an Agreement on behalf of the Town. This instrument shall be executed in duplicate. At least one copy shall be permanently filed, after execution thereof, in the office of the Town Clerk,Elizabeth Neville. ARTICLE 17. 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 Southold Town Clerk P.O. Box 1179 Southold, NY 11971-0959 With a copy to: Michael Collins, P.E., Town Engineer Town of Southold P.O. Box 1179 Southold, NY 11971-0959 To Contractor: James P. Rhodes, Senior Vice President P.W. Grosser Consulting, Inc. 630 Johnson Avenue Suite 7 Bohemia, NY 11716 ARTICLE 18. 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. 8 ARTICLE 19. 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. ARTICLE 20. APPLICABLE LAW This Agreement is governed by the laws of the State of New York. IN WITNESS WHEREOF, the Town of Southold has caused these presents to be signed by Scott A. Russell, its Supervisor, duly authorized to do so, and the Contractor has caused these presents to be signed by its President,the day and year first above written. P.W. Grosser Consulting,Inc. By: mes P. Rhodes, Senior Vice President Town of Sout By: Sco A. Russell, Supervisor STATE OF NEW YORK) ss.: COUNTY OF SUFFOLK) On thi -day of August in the year 2016 before me,the undersigned,personally appeared JAMES P. RHODES,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 si nature on the instrument,the individual or the person upon whose behalf of which the individual a ted, executed the instrument. 1 Notary Public ' *ot VfuOk afi` York °;Re9lstratjon'*OICU6030576' County of Suffolk My,CiNnnUSS16n.Expl►esSep-A'3,201T,1 9 STATE OF NEW YORK) ) ss.: COUNTY OF SUFFOLK) On thiAay of August in the year 2016 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. I/yu Notary Public LAUREN M. IH Notary Public,State of New York No.OIST6164008 Qualified In Suffolk County COMMIS810n Expires April 9,2019 10 APPENDIX A P.W. GROSSER CONSULTING August 4, 2016 Mr. Michael Collins Town of Southold 53095 Route 25 Southold, NY 11971 RE: Proposal for Underground Injection Control Structure Remediation and Closure Sills Farm,Greenport, New York PWGC Proposal#: 16LP364 Dear Mr. Collins: P.W. Grosser Consulting, Inc. (PWGC) is pleased to provide you with this proposal to perform underground injection control (UIC) remediation at the above-referenced property. The scope of work for this proposal is based upon the findings of UIC sampling conducted by Zeb Environmental in March 2016 at the subject site. BACKGROUND Zeb Environmental performed UIC sampling and sanitary system investigation for the site. Based upon the findings of the sanitary system sampling report,there are two sanitary leaching pools. Secondary leaching pool CP-1 contains concentrations of VOCs and metals in excess of Suffolk County Department of Health Services (SCDHS) Action Levels. The primary leaching pool concentrations were within Action Levels. An SCDHS letter dated May 4, 2016 indicates that secondary cesspool CP-1 requires remediation based upon the elevated concentrations of 1,2-dichlorobenzene, toluene, and mercury. Primary cesspool CP-1A does not require remediation. I SCOPE OF SERVICES i. TASK 1—UIC REMEDIATION I! Remedial Activities PWGC anticipates performing this work under the direction of the SCDHS so that a no further action letter may be received upon completion of remedial activities. PWGC will coordinate with the SCDHS so that an SCDHS representative can witness the field effort and endpoint sampling. Remediation will include removal and proper disposal of standing liquids utilizing a vacuum pump truck. Following removal of the liquids impacted sediments will be removed from the base of cesspool CP-1 until soils appear visibly clean. Once the structure is cleaned, PWGC will collect an endpoint sample from the base of the pool. The endpoint sample will be sent to an NYSDOH ELAP certified laboratory for the analysis of VOCs and metals to confirm the effectiveness of the remedial effort. PWGC's proposal assumes that one structure requires remediation and typical volumes of soil removal. This proposal assumes that additional waste characterization analysis will not be required. If the endpoint samples are still in excess of SCDHS Cleanup Objectives, additional remedial effort may be required. If required,these services will be discussed with the client in advance. Following remediation, both cesspools will be properly closed. It is understood that the Town of Southold will perform the backfilling effort, including the provision of clean backfill material. P.W.Grosser Consulting,Inc.•P.W.Grosser Consulting Engineer&Hydrogeologist,PC 630 Johnson Avenue,Suite 7•Bohemia,NY 11716 PH 631.589.6353•FX 631.589.8705•www.pwgrosser.com New York,NY•Syracuse,NY•Seattle,WA•Shelton,CT PWGCQ Strategic Environmental Engineering Solutions Reporting Following receipt of laboratory reports and waste manifests, PWGC will prepare a Remediation Report which will document field activities, evaluate and summarize laboratory results, and provide conclusions and recommendations. The report will be submitted to the SCDHS for final review and approval. COSTS The cost to remediate the impacted cesspool and close two cesspools (not including backfill) is estimated at $10,797. A detailed breakdown of the costs is shown in the attached cost sheet. This estimate assumes that one UIC structure will require remediation, non-hazardous waste disposal, waste volumes as described in the Cost Breakdown, standard laboratory turnaround time, and all work areas are accessible and clear of obstructions. Work performed outside of the assumptions described above will be billed based on the unit costs provided. Should you find this proposal acceptable, kindly sign in the space provided and return a copy to this office. PWGC will commence work upon receipt of the signed contract. EXCLUSIONS Additional services outside the scope of this proposal will be billed in accordance with the attached rate schedule and/or the unit rates included in the attached cost breakdown sheet. PWGC assumes that any required permits, and/or access agreements (aside from those detailed above) will be the responsibility of the client. These costs assume that the client will have proposed work areas accessible and that work will be performed during normal business hours.. Thank you for the opportunity to propose on this project. Please call if you have any questions or would like to discuss your project further. I look forward to hearing from you. Very truly yours, P.W.Grosser Consulting, / Z John D. Eichler Project Manager 16LP364 Approved by: Printed Name Signature Date 1 acknowledge that I am an authorized representative of the company and that I have full responsibility to execute this proposal.1 assume personal responsibility for payment of P.W. Grosser services. P.W.Grosser Consulting,Inc.• P.W.Grosser Consulting Engineer&Hydrogeologist,PC 2 630 Johnson Avenue,Suite 7•Bohemia,NY 11716 PH 631.589.6353•FX 631.589.8705•www.pwgrosser.com New York,NY•Syracuse,NY•Seattle,WA•Shelton,CT Cost Breakdown UIC Closure Sills Farm,Greenport,New York ProvidedTASK Service Rate Units #Units TOTAL TASK 1-UIC REMEDIAMN PWGC SERVICES A-Coordination&Field Oversight Coordination&Technical Review $500 est.T&M 1 $ 500.00 Oversight&Sampling $900 est.T&M 1 $ 900.00 B-Reporting/County Fees UIC closure report $1,800 each 1 $ 1,800.00 SUBCONTRACTOR SERVICES C-Environmental Contractor liquid disposal $2,250 load 1 $ 2,250.00 excavator,skid steer,and rolloff container $4,050 day 1 $ 4,050.00 non-hazardous soil disposal(estimated) $220 ton 5 $ 1,100.00 D-Laboratory Services VOCs endpoint $105 each 1 $ 105.00 metals endpoint $92 each 1 $ 92.00 Task 1 Services Subtotal $ 10,797.00 • -. - W,00M[$ _10.7,97.Q0 dfx PWGC ��L Strategic Environmental Engineering Solutions CLIENT Town of Southold PROJECT SITE Sills Farm Property PWGC LP# 16LP364 • PWGC RATE SCHEDULE Category Hourly PRINCIPALS Senior Principals $320.00 - $360.00 Principals $230.00 — $260.00 PROJECT MANAGEMENT Senior Project Manager $200.00 - $225.00 Project Manager $145.00 - $170.00 HYDROGEOLOGIST/ENVIRONMENTAL SCIENTIST (HYDRO/ES) Senior Hydro/ES $100.00 - $140.00 Project Hydro/ES $85.00 - $95.00 Field Hydro/ES $80.00 ENGINEERING Project Engineer/Branch Manager $190.00 Senior Engineer $125.00 - $145.00 Project Engineer $110.00 - $145.00 Staff Engineer $95.00 - $105.00 OTHER SERVICES IT Services $100.00 GIS/CADD Services $110.00 Administrative Services $100.00 P.W.Grosser Consulting,Inc. • P.W.Grosser Consulting Engineer&Hydrogeologrst,PC 630 Johnson Avenue,Suite 7•Bohemia,NY 11716 PH 631.589.6353•FX 631.589.8705•www.pwgrosser.com New York,NY•Syracuse,NY•Seattle,WA•Shelton,CT PWGCO Strategic Environmental Engineering Solutions CLIENT Town of Southold PROJECT SITE Sills Farm Property PWGC LP# 16LP364 TERMS&CONDITIONS Performance of Services: The Consultant P.W. Grosser Information for the Sole Use and Benefit of the Client: All Consulting, Inc shall perform the services outlined in the opinions and conclusions of the Consultant, whether written or proposal provided with this Agreement. Engineering services oral, and any plans, specifications or other documents and will be provided by P.W. Grosser Consulting Engineer & services provided by the Consultant are for the sole use and Hydrogeologist, PC.The proposal is effective for 120 days. benefit of the Client and the Client's lender and all pertinent Additional Services: For additional services not included regulatory agencies, and are not to be provided to any other above, the Consultant shall be compensated based upon person or entity without the prior written consent of the hourly rates of reimbursement in accordance with the Consultant. Nothing contained in this Agreement shall create a attached rate schedule. contractual relationship with or a cause of action in favor of any third party (other than the Client's lender) against either the Access to Site: Unless otherwise stated, the Consultant will Consultant or the Client. have access to the site for activities necessary for the Certifications, Guarantees and Warranties: The Consultant shall performance of the services. The Consultant will take not be required to execute any document that would result in reasonable precautions to minimize damage due to these the Consultant certifying, guaranteeing, or warranting the activities, but has not included in the fee the cost of existence of any conditions. i restoration of any resulting 'damage and will not be responsible for such costs. Ownership of Documents: Upon payment by Owner of the Billing/Payment: The Client agrees to pay the Consultant for Contract Amount, all documents produced by the Consultant all services performed and all costs incurred. Prior to providing under this Agreement shall be deemed the property of the Owner provided however that Owner agrees not to use such services,the Client shall deposit a retainer of$0.00 with the document for any other Project or Property without the prior Client. Invoices for Services, or Consultant services outside of written consent of the Consultant except for the client's use for the scope that are performed at the request of the Client, regulatory reporting purposes. shall be submitted upon completion of such services. Invoices shall be due and payable upon receipt. If any invoice is not Dispute Resolution: Any claims or disputes between the Client paid within 90 days, the Consultant may, without waiving any and the Consultant arising out of the services to be provided by claim or right against the Client, and without liability the Consultant or out of this Agreement shall be submitted to whatsoever to the Client, suspend or terminate the non-binding mediation. The Client and the Consultant agree to performance of services. The retainer shall be credited on the include a similar mediation agreement with all contractors, sub- final invoice. Accounts unpaid 90 days after the invoice date consultants, subcontractors, suppliers and fabricators, providing may be subject to a monthly service charge of 1.5% (or the for mediation as the primary method for dispute resolution maximum legal rate) on the unpaid balance. In the event any among all parties. portion of an account remains unpaid 60 days after the billing, the Consultant may institute collection action and the Client Termination of Services: This Agreement may be terminated at shall pay all costs of collection, including reasonable attomey's any time by either party should the other party fail to perform fees. its obligations hereunder. In the event of termination for any If the Client fails to make payments when due or otherwise is reason whatsoever, the Client shall pay the Consultant for all in 'breach of this Agreement, the Consultant may suspend services rendered to the date of termination, and all performance of services upon five(5) calendar days'notice to reimbursable expenses incurred prior to termination and the Client.The Consultant shall have no liability whatsoever to reasonable termination expenses incurred as the result of the Client for any costs or damages caused by any breach of termination. this Agreement by the Client. P.W.Grosser Consulting,Inc.• P.W.Grosser Consulting Engineer&Hydrogeologist,PC 4 630 Johnson Avenue,Suite 7•Bohemia,NY 11716 PH 631.589.6353•FX 631.589.8705•www.pwgrosser.com New York,NY•Syracuse,NY•Seattle,WA•Shelton,CT AC" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 08/31/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Marsh Sponsored Programs PHONE FAX AIC No Ext:800-338-1391 AIC,No:888-621-3173 a division of Marsh USA Inc. E-MAIL PO Box 14404 ADDRESS:ace eelientrequest@marsh.com Des Moines IA 50306 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Hartford Accident & Indemnity Co 22357 INSURED INSURER B:Sentinel Insurance Company Ltd 11000 P. W. Grosser Consulting,Inc. INSURERC:Prop. & Casualty Ins. Co. of Hartford 34690 63 0 Johnson Ave., Ste. 7 Bohemia, NY 11716 INSURER D:Hartford Casualty Insurance Company 29424 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MMIDDIYYYY MMIDDIYYYY A GENERAL LIABILITY Y 84SBWLG7017 11/01/2015 11/01/2016 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY Prof. Liab. Excl. DAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 CLAIMS-MADE XIOCCUR MED EXP(Any one person) $10,000 X Contractual PERSONAL&ADV INJURY $1,000,000 X XCU GENERAL AGGREGATE $2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $2,000,000 X PRO- LOC $ POLICY JECT C AUTOMOBILE LIABILITY Y 84UEGLL1933 11/01/2015 11/01/2016 COMBINED SINGLE LIMIT Ea accident $1,000 000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident $ D X, UMBRELLA LAB X OCCUR 84XHGXT8445 11/01/2015 11/01/2016 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED I X I RETENTION$10 000 $ B WORKERS COMPENSATION 84WBGZL9672 11/01/2015 11/01/2016X WCSTATU- OTH- AND EMPLOYERS'LIABILITY YIN TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE❑ NIA E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $1,000 000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1 $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Town Of Southold is included as additional insured on the above referenced policies when required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Town Of Southold AUTHORIZED REPRESENTATIVE 53095 Main Road Y t�nrdi Southold NY 11971 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD