Loading...
HomeMy WebLinkAboutD&B Engineers (2) RESOLUTION 2015-952 ADOPTED DOC ID: 11314 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2015-952 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON DECEMBER 1, 2015: WHEREAS three proposals were received in response to the Solid Waste Management District's RFP issued on November 12 for the monitoring of groundwater and gas around the Cutchogue landfill as required by the New York State Department of Environmental Conservation; and WHEREAS the proposal received by Dvirka and Bartilucci Engineers and Architects was the lowest cost proposal submitted; it is hereby RESOLVED that the Town Board of the Town of Southold hereby accepts the bid of Dvirka and Bartilucci Engineers and Architects,PC to conduct semi-annual groundwater and quarterly gas monitoring through calendar year 2019 at a total combined cost not to exceed $75,000 over that time, in accordance with the terms and pricing schedules specified in the RFP, all with the approval of the Town Attorney; and it is further RESOLVED that Supervisor Russell is authorized to execute a contract with D&B for same, with the approval of the Town Attorney. a. ?.2?w4 Elizabeth A.Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William P. Ruland, Councilman SECONDER:Louisa P. Evans, Justice AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell t. AGREEMENT BETWEEN TOWN OF SOUTHOLD AND D&B ENGINEERS AND ARCHITECTS, P.C. This Agreement,made this to day of ,by and between the TOWN OF SOUTHOLD,having its principal place of business at 53095 Main Road, Southold,NY 11971,hereinafter called the"TOWN" and D&B ENGINEERS AND ARCHITECTS, P.C.,having its principal place of business at 330 Crossways Park Drive, Woodbury,NY 1179,hereinafter called the"ENGINEER." WITNESSETH: WHEREAS, the TOWN desires to employ the ENGINEER to render professional engineering services as described in the Request for Proposals (RFP) for landfill groundwater and gas monitoring, dated November 2015; and WHEREAS, the ENGINEER has the expertise and has a thorough knowledge of the performance of such professional engineering services and is qualified to render such professional services; and WHEREAS, the ENGINEER is willing to provide these services for the consideration and upon the terms contained in the ENGEINEER's response to the RFP, dated November 18, 2015 and provided herein as the"Appendix"to this Agreement; NOW, THEREFORE,in consideration of these premises and of the mutual covenants set forth, the parties hereto agree as follows: SECTION I BASIC SERVICES OF THE ENGINEER 1.1 The services to be performed under this Agreement consist of the performance of professional engineering services related to the monitoring of groundwater and gas(es) from designated monitoring wells around the Southold Town Landfill, capped as per New York State Department of Environmental Conservation Part 360 Regulations, located at 6155 Cox Lane, Cutchogue,NY 11935, through quarterly gas and semi-annual groundwater measurement and reporting (the"Project"). The scope and budget for specific services to be provided to the TOWN by the ENGINEER are described in the RFP attached to and made part of this Agreement. SECTION II TIME SCHEDULE 2.1 The ENGINEER shall commence performance of the services as described in the RFP and detailed in the ENGINEER'S proposal of November 18 (see Appendix), upon receipt of written authorization from the TOWN. 2.2 The ENGINEER recognizes that the services under this Agreement are to be performed in character, sequence and timing so that they will be coordinated with the requirements of the TOWN. The schedule for the Project made under this Agreement will be as described in the RFP. SECTION III AMOUNT AND METHOD OF PAYMENT 3.1 Payment for services performed under this Agreement shall be in the amount(s) submitted in the ENGINEER's proposal of November 18 (see Attachment C of Appendix) and as agreed to by resolution of the TOWN. 3.2 It is expressly understood and agreed that, in the absence of dispute raised by the TOWN, the ENGINEER will be paid by the TOWN for the services performed WITHIN THIRTY(30) DAYS of receipt of any invoice for services rendered. SECTION IV 'INSURANCE; LIMITATIONS 4.1 The ENGINEER shall secure and maintain the following insurance at its own expense: 1. Workers Compensation(Statutory,New York State) including Employer's Liability in the statutory amount. 2. Commercial General Liability, including contractual coverage, broad form property damage, bodily injury, completed operations and products coverages with minimum limits of liability of$1,000,000 per occurrence on a combined single limit basis. 3. Automobile Liability—For any owned,non-owned or hired vehicle with minimum limits of liability of$1,000,000 per occurrence on a combined single limit basis. 4. Umbrella Liability(Following Form)Minimum Limits of Liability of $5,000,000 per occurrence. 5. Architects and Engineers Professional Errors and Omissions Liability Insurance with limits of liability of$5,000,000 per claim and$5,000,000 aggregate coverage. 4.2 The ENGINEER shall maintain the policies specified herein for the term of this Agreement find for three(3) years following substantial completion of the ENGINEER's services under this Agreement. Prior to any non-renewal or cancellation of insurance policies ENGINEER shall give the TOWN at least THIRTY (30) DAYS advance written notice. The TOWN shall be named as an additional insured on all policies with the exception of the Architects and Engineers Professional Errors and Omissions Liability Insurance. 4.3 The TOWN and the ENGINEER recognize the relative risks and benefits of the Project to both parties. The risks have been allocated such that the TOWN agrees, to the fullest extend permitted by law, to limit the liability of the ENGINEER and its consultants or consultants to the TOWN for any and all claims, losses, costs, damages of any nature whatsoever, and claims expenses from any cause or causes, arising out of, resulting from or in any way related to the ENGINEER's or its consultant's or consultants' negligent acts, errors or omissions, so that the total aggregate liability of the ENGINEER and its consultant or consultants shall not exceed the amount of professional liability insurance then available to the ENGINEER, and then available to its applicable consultant or consultants at the time of the settlement or judgment of such claim. It is intended that this limitation applies to any and all liability or cause of action described herein,regardless of legal theory alleged, unless otherwise prohibited by law. 4.4 TOWN and ENGINEER waive all rights against each other and their respective officers, directors, employees and agents for all losses and damages caused by, arising out of or resulting from any of the perils covered by insurance including property insurance applicable to the Project; and, in addition, waive all such rights against subconsultants, subcontractors and all other persons or entities to be listed as insureds or additional insureds under such policies for losses and damages so caused. None of the above waivers shall extend to the rights that any party making such waiver may have to the proceeds of insurance held by the TOWN as trustee or otherwise payable under any policy so insured. SECTION V INDEMNIFICATION 5.1 To the fullest extend permitted by law, the ENGINEER shall indemnify and hold harmless the TOWN against all claims, actions, liabilities, losses, damages, and costs, including reasonable attorneys' fees and all other costs of defense to which the TOWN may be subjected, or which it may suffer, which were caused in whole or in part by negligence, error or omission of the ENGINEER or any of its consultants, or anyone retained by or employed by the ENGINEER, in the performance of their services for this Project. 5.2 To the fullest extend permitted by law,the TOWN shall indemnify and hold harmless the ENGINEER and its consultant or consultants against all claims, actions, liabilities, losses, damages, and costs, including reasonable attorneys' fees and all other costs of defense to which the ENGINEER may be subjected, or which they may suffer,which were caused in whole or in part by any act, error or omission of the TOWN or anyone retained by or employed by the TOWN, in the performance its work for this Project, or from the failure to comply with any of the provisions of their contract or the law. This indemnity shall not apply to the extent that the ENGINEER's or its consultants' own negligence caused bodily injury or property damage. 5.3 These indemnification obligations shall survive the completion or termination of this Agreement and shall remain in full force and effect. SECTION VI DISPUTE RESOLUTION 6.1 This Agreement shall be governed by, and interpreted under,the laws of the State of New York. The venue for mediation or arbitration arising out of this Agreement shall be Nassau County, New York. 6.2 The parties shall negotiate in good faith to resolve to resolve any disputes that arise out of this Agreement. 6.3 The TOWN and ENGINEER may mediate any disputes that arise out of this Agreement at their discretion. The parties shall jointly determine the procedure for conducting the mediation and proceed therewith in good faith. Unless the parties mutually agree otherwise, the parties shall share the mediator's fee and any filing fees equally. A senior level officer with authority to resolve the dispute and significant responsibility for the Project shall attend each mediation session. Mediation shall not toll the applicable statute of limitations. SECTION VII SUSPENSION AND TERMINATION 7.1 This Agreement may be terminated by either party upon at least thirty(30) days' written notice should the other party fail to substantially perform the terms of this Agreement, through no fault of the party initiating the termination. The TOWN's willful failure to make payment in accordance with this Agreement will be considered its failure to substantially perform, and cause for termination by the ENGINEER. In the event of the TOWN's failure to substantially perform, the ENGINEER may elect to suspend its services until the TOWN's failure is cured and all amounts due prior to the suspension,plus any expenses incurred on account of the interruption and resumption of services, are fully paid. The ENGINEER will not be liable to the TOWN for any delay or damages resulting from such suspension of services. 7.2 If any portion of the Project or the services are stopped or suspended, through no fault of the ENGINEER, for more than(30) days in the aggregate, the ENGINEER may terminate this Agreement upon thirty(30) days' written notice to the TOWN. 7.3 In the event of any termination by the TOWN, the ENGINEER will be entitled to compensation for all services and Additional Services performed or furnished, and reimbursable expenses incurred, through the effective date of the termination. SECTION VIII MISCELLANEOUS 8.1 The services, data-and opinions provided by the ENGINEER are for the sole use of the TOWN in connection with the Project, are not to be distributed to third parties without written consent of the ENGINEER, and may not be relied upon indefinitely. 8.2 Unless stated herein to the contrary(see"Description of Work" and"Data Reporting/Deadlines"in the RFP), the TOWN shall be solely responsible for providing any notices or disclosures to public agencies or to the public required by law. 8.3 Certifications provided by the ENGINEER are expressions of professional opinion and shall not constitute a warranty or guarantee. 8.4 This Agreement represents the entire agreement between the parties and r supersedes all prior agreements. IN WITNESS WHEREOF, the ENGINEER and the TOWN, acting herein by their duly authorized representatives, have hereunto set their hands this day and year first above written. FOR THE TOWN OF SOUTHOLD Attest: By: SC eA+ 4 qusse—U c Date: f Title: ' U'UQo_( V S FOR D&B ENdi EEERS AND ARCHITECTS, P.C. a� Attest: � By: -� J Date: qZZ,i Title: . e AGREEMENT BETWEEN TOWN OF SOUTHOLD AND D&B ENGINEERS AND ARCHITECTS, P.C. APPENDIX ENGINEER'S RESPONSE (TECHNICAL AND COST PROPOSAL) OF NOVEMBER 18, 2015 FOR GROUNDWATER AND GAS MONITORING AT THE SOUTHOLD LANDFILL