HomeMy WebLinkAboutCourt Reporters RESOLUTION 2016-904
7 ADOPTED DOC ID: 12329
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2016-904 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
OCTOBER 4,2016:
RESOLVED that the Town Board of the Town of Southold hereby authorizes,and directs
Supervisor Scott A. Russell to execute the Agreements between the Town of Southold and
Myrtle Kiefer, Donna L. Spratt, Terry Falquero and Charmaine DeRosa, Certified Court
Reporters,to provide Court Reporting Services for the Town of Southold Justice Court, subject
to the approval of the Town Attorney.
0 k'&4 o., j
Elizabeth A.Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Louisa P. Evans, Justice
SECONDER:Robert Ghosio, Councilman
AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell
RECEIVED
OCT 1 9 2016
INDEPENDENT CONTRACTOR AGREEMENT
(('' Southold Town Cdork
THIS AGREEMENT made and entered into this��'day of u , 206, 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
t�d�rv,9 L. • -- (Hereinafter referred to as "Contractor") with an address
ato23 0-'• ����.�,� tiY 11 4` , party of the second part.
WHEREAS the Town of Southold wishes to engage the services of Certified Court Reporters for the
purposes of maintaining the records of various Court Appearances and Town proceedings; and
WHEREAS Contractor, a certified Court Reporter, wishes to perform stenographer services for the
benefit of the Town at said hearings; and
NOW THEREFORE the Town and Contractor, for the consideration named, hereby agree as
follows:
1. lack--ae'lident. Contractor. Subject to the terms and' conditions of this Agreement, the Town
hereby engages the Contractor as an independent contractor to perform the services set forth
herein, and the Contractor hereby accepts such engagement. This Agreement shall not render the
Contractor an employee, partner, agent of, or joint venturer with the Town for any purpose. The
Contractor is and will remain an independent contractor in [his or her] relationship to the Town.
The Town shall not be responsible for withholding taxes with respect to the Contractor's
compensation hereunder. The Contractor shall have no claim against the Town hereunder or
otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation,
health or disability benefits,unemployment insurance benefits, or employee benefits of any kind.
2. Duties. The Contractor will perforin the duties of a certified court reporter. [He or she] will report
directly to the Justice Court Director and to any other party designated said Director in
connection with the performance of the duties under this Agreement and shall fulfill any other
duties reasonably requested by the Town and agreed to by the Contractor.
3. Term. This engagement shall commence upon execution of this Agreement and shall continue in
full force and effect until termination or completion of the Contractor's duties under this
Agreement. The Agreement will continue indefinitely unless terminated earlier by operation of and
in accordance with this Agreement.
4. CoinikiY4ation. Two Hundred and Fifty ($250.00) Dollars per appearance day, or any part thereof
for regular court calendar dates and jury trials. In the event that Contractor has been booked for a
court calendar date or jury trial, and that date is cancelled for a reason other than inclement of
weather or state of emergency, with less than forty eight (48) hours notice given prior to
cancellation, Contractor shall be entitled to a cancellation fee of One Hundred ($100) dollars. In
the event of the cancellation of a court calendar date for inclement weather or state of emergency
no fee shall be given.
5. Transcripton Fees. In the event that a transcript of court proceedings is required by the Court,
Contractor shall charge the Town a printing cost of Three ($3.00) Dollars per page or portion
thereof for a certified transcript.
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6. Subm ssio n (,£Z otfthers FOr Pa fnicht. Contractor will subrmt daily vouchers showing the date
and times they performed said service and will also show the amount the Town owes to them for
that day in numbers. This will be provided to Town's Justice Court Director overseeing their
performance after the work is completed, a sample invoice is attached for your use. 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.
7. .Cbtnfick of limo*-6t; The Contractor represents that [he or she] is free to
enter into this Agreement, and that this engagement does not violate the terms of any agreement
between the Contractor and any third party. Contractor hereby agrees to indemnify and hold
Town harmless from any action stemming from previous existing duty to a third party. The
Contractor is expressly free to perform services for other parties while performing services for the
Town. For a period of one year following any termination, the Contractor shall not, directly or
indirectly hire, solicit, or encourage to leave the Town's employment, any employee, consultant, or
contractor of the ,Town or hire any such employee, consultant, or contractor who has left the
Town's contractual engagement within one year of this engagement.
8. Ri.,htr to` rijbi—i6doh,. The Contractor expressly agrees that the Town shall be entitled to injunctive
and other'equita'ble relief 'in the event of, or to prevent, a breach of any provision of this
Agreement by the Contractor. Resort to such equitable relief, however, shall not be construed to
be "a waiver of any other rights or remedies that the Town may have for damages or otherwise.
The various rights and remedies of the Town under this Agreement or otherwise shall be
construed to be cumulative, and no one of them shall be exclusive of any other or of any right or
remedy allowed by law.
9. 'T" tillirfAdon. Either party to this agreement may terminate this Agreement at any time by 10
working days' written notice to the other. In addition, if the Contractor is convicted of any crime
or offense, fails or refuses to comply with the written policies or reasonable directive of the Town,
is guilty of serious misconduct in connection with performance hereunder, or materially breaches
provisions of this Agreement, the Town at any time may terminate the engagement of the
Contractor immediately and without prior written notice to the Contractor.
10. Insurance. The C tractor will c�ralbility insuranc (including malpr ce ins cee,warranted) relativ to any ser�rice thahe] per
fo s for the Town.
11. lndem nificat.iou. The Contractor agrees to indemnify and save the 'Town, its officers, agents and
employees harmless from any liability unposed 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 orrnssrons outside the scope of the
Agreement or arising out of claims or actions by third parties against Contractor by virtue of [his
or her] performance of this Agreement.
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12. Successors and Assi rte All of the provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs,if any, successors, and assigns.
13. Choice of Law. The laws of the state of New York shall govern the validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of the parties hereto.
14. Venue. The proper venue for any and all claims arising from this agreement, and all parties
consent to, County of Suffolk, State of New York.
15. f f(Adings. Section headings are not to be considered a part of this Agreement and are not
intended to be a full and accurate description of the contents hereof. .
16. Wgiyy% Waiver by one party hereto of breach of any provision of this Agreement by the other
shall not operate or be construed as a continuing waiver.
17. A.ssipjiment. The Contractor shall not assign any of [his or her] rights under this Agreement, or
delegate the performance of any of[his or her] duties hereunder,without the prior written consent
of the Town.
18.Mbtiaces. Any and all notices, demands, or other communications required or desired to be given
hereunder by any party shall be in writing and shall be validly given or made to another party if
personally served,. or if deposited in the United States mail, certified or registered, postage
prepaid, return receipt requested. If such notice or demand is served personally, notice shall be
deemed constructively made at the time of such personal service. If such notice, demand or other
communication is given by mail, such notice shall be conclusively deemed given five days after
deposit thereof in the United States mail addressed to the party to whom such notice, demand or
other communication is to be given as follows:
If to the
Gactor:
N;atne- l d.rl,cJy-
Address Z9d' .
Tel.: 3 e. —9/S®
If to the Town:
Town of Southold
c/o Elizabeth A. Neville,Town Clerk
P.O. Box 1179
Southold,New York 11971-0959
Any party hereto may change its address for purposes of this paragraph by written notice given in
the manner providcd above.
19. Modification or Amendment. No amendment, change or modification of this Agreement shall be
valid unless in writing signed by the parties hereto.
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20. Flitire Undorst:tiidin). This document and any exhibit attached constitute the entire
understanding and agreement of the parties, and any and all prior agreements, understandings, and
representations are hereby terminated and canceled in their entirety and are of no further force
and effect. At no time shall the document be held negatively towards the drafter.
21. Indeed dent Review. The Contractor acknowledges having received, read, and understood this
Agreement, and attachments thereto. Contractor further acknowledges that Town has accorded
Contractor ample time and opportunity to consult with independent legal counsel and other
advisors of its own choosing concerning the potential benefits and risks of entering into this
Agreement.
22. L"nenforcealiility'c>f I'i-mLsions. If any provision of this Agreement, or any portion thereof, is held
to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in
full force and effect.
23. Facsimile Transmittal. For the purpose of this Agreement, a facsimile of a signature shall be
deemed an original.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first
written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.
Town of Sou t
Id Co ctor
By: (�..`�G� Icy: / ��
Scott A. Russell, Supervisor P ame,
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RECEIVE[
OCT 1 9 2016
INDEPENDENT CONT'RACT'OR.AGREEMENT
Southold Town Clerk
i'HIS AGREEMENT made and entered into thisday of , 20�, 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
Cl ,, P0.o 117 , Southold, New York 11971-0959), party of the first part, and
(hereinafter referred to as "Contractor") with an-address
at, IAC} i,_a se 4Ss"S-k TI y 117 W ,party of the second part.
WHEREAS the Town of Southold wishes to engage the services of Certified Court Reporters for the
purposes of maintaining the records of various Court Appearances and Town proceedings;and
WHEREAS Contractor, a certified Court Reporter, wishes to perform stenographer services for the
benefit of the Town at said hearings;and
NOW THEREFORE the Town and Contractor, for the consideration named, hereby agree as
follows:
1. Inilcpendent Contractor: Subject to the terms and conditions of this Agreement, the Town
hereby engages the Contractor as an independent contractor to perform the services set forth
herein, and the Contractor hereby accepts such engagement. This Agreement shall not render the
Contractor an employee,partner, agent of, or joint venturer with the Town for any purpose. The
Contractor is and will remain an independent contractor in [his or her] relationship to the Town.
The Town shall not be responsible for withholding taxes with respect to the Contractor's
compensation hereunder. The Contractor shall have no claim against the Town hereunder .or
"J otherwise for vacation pay, sick leave, retirement benefits, social security,worker's compensation,,,,
health or disability benefits,unemployment insurance benefits, or employee benefits of any kind.
2. Duties.The Contractor will perform the duties of a certified court reporter. [He or she] will report
directly to the Justice Court Director and to any other party designated said Director in
connection with the performance of the duties under this Agreement and shall fulfill any other `
duties reasonably requested by the Town and agreed to by the Contractor.
3. Term. This engagement shall commence upon execution of this Agreement and shall continue in
full force and effect until termination or completion of the Contractor's duties under this
Agreement The Agreement will continue indefinitely unless terminated earlier by operation of and
in accordance with this Agreement.
4. Compensation. Two Hundred and Fifty ($250.00) Dollars per appearance day, or any part thereof
for regular court calendar dates and Jury trials. In the event that Contractor has been booked for a
court calendar date or jury trial, and that date is cancelled for a reason other than inclement of
weather or state of emergency, with less than forty eight (48) hours notice given prior to
cancellation, Contractor shall be entitled to a cancellation fee of One Hundred ($100) dollars. In
the event of the cancellation of a court calendar date for inclement weather or state of emergency
no fee shall be given.
5. Transcripton Fees. In the event that a transcript of court proceedings is required by the Court,
Contractor shall charge the Town a printing cost of Three ($3.00) Dollars per page or portion
thereof fora certified transcript.
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6. Submission of�7rtuehers For_PaLment, Contractor will submit darty vouchers showing the date
and tunes they performed said service and will also show the amount the Town owes to them for
that day in numbers. This will be provided to Town's Justice Court Director overseeing their
performance after the work is completed, a sample invoice is attached for your use. 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 wiiting of such dispute or objection. Contractor acknowledges that Contractor is
familiar with the requirements of section 118 of the Town Lav 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.
7. Conflicts of interest, Non-hire Orovision. The Contractor represents that [he or she] is free to .
enter into this Agreement, and that this engagement does not violate the terms of any agreement
between the Contractor and any third party. Contractor hereby agrees to indemnify and hold
Town harmless from any action stemming from previous existing duty to a thud party. The
Contractor is expressly free to perform services for other parties while performing services for the
Town. For a period of one year following any termination, the Contractor shall not, directly or
indirectly hire, solicit, or encourage to leave the Town's employment, any-employee, consultant, or
contractor of the Town or hire any such employee, consultant, or contractor who has left the
Town's contractual engagement within one year of this engagement.
8. R.i hit to Tnjunction. The Contractor expressly agrees that the Town shall be entitled to injunctive
and other equitable relief in the event of, or to prevent, a breach of any provision of this
Agreement by the Contractor. Resort to such equitable relief, however, shall not be construed to
be a waiver of any other rights or remedies that the Town may have for damages or otherwise.
The various rights and remedies of the Town under this Agreement or otherwise shall be
construed to be cumulative, and,no one of them shall be exclusive of any other or of any right or
remedy allowed by law.
9. Ternviiation. Either party to this agreement may terminate this Agreement at any time by 10
working days'written notice to the other. In addition,if the Contractor is convicted of any crime
or offense, fails or refuses to comply with the written policies or reasonable directive of the Town,
is guilty of serious misconduct in connection with performance hereunder;or materially breaches
provisions of this Agreement, the Town at any time may terminate the engagement of the
Contractor immediately and without prior written notice to the Contractor.
/0
7L 1-0:-In irk. T�xe-C-sntxactor-wiH—earry�ia�ility�ixxsurai surance, if
„ n �;U���� ��aYYallte YP�ati,ras �Iry rl, r of r,PJ ��r r the Town.
11. 1ndeimni6cation. 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 [leis
or her] performance of this Agreement.
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12. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs,if any, successors,and assigns.
13. Choice of Law. The laws of the state of New York shall govern the validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of the parties hereto.
14. Venue. The proper venue for any and all claims arising from this agreement, and all parties
consent to, County of Suffolk, State of New York.
15. 1-lcac_ ii%7s_ Section headings are not to be considered a part of this Agreement and are not
intended to be a full and accurate description of the contents hereof.
1.6. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other
shall not operate or be construed as a continuing waiver.
17. Assignment: The Contractor shall not assign any of [his or her] rights under this Agreement, or
delegate the performance of any of[his or her] duties hereunder,without the prior written consent
of the Town.
18. Notices. Any and all notices, demands, or other communications required or desired to be given
hereunder by any party shall be in writing and,shall be validly given or made to another party if
personally served; or if deposited in the United States mail, certified or registered, postage
prepaid, return receipt requested. I£such notice or demand is served personally, notice shall be
deemed constructively made at the time of such personal service. If such notice, demand or other
communication is given by mail, such notice shall be conclusively deemed given five days after
deposit thereof in the United States mail addressed to the party to whom such notice, demand or
other communication is'to be given as follows:
If to the Contractor:
Nainc y-fi f— (rl e ce rz-
Address l
KGu9eS A) 1177 �O
Tel.: LP-3i °- 33 1 - 93 0_3
If to the Town:
Town of Southold
c/o Elizabeth A. Neville,Town Clerk
P.O.Box 1179
Southold,New York 11971-0959
Any party hereto may change its address for purposes of this paragraph by written notice given in
the manner provided above.
19. Modification or Amendment. No amendment, change or modification of this Agreement shall be
valid unless in writing signed by the parties hereto.
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20. )�"I irc Onde rsta»ding.. This document and any exhibit attached constitute the entire
understanding and agreement of the parties, and any and all prior agreements,understandings, and
representations are hereby terminated and canceled in their entirety and are of no further force
and effect.At no time shall the document be held negatively towards the drafter.
21. incicpendmt-.Review. The Contractor acknowledges having received, read, and understood this
Agreement, and attachments thereto. Contractor further acknowledges that Town has accorded
Contractor ample time and opportunity to consult with independent legal counsel and other
advisors of its own choosing concerning the potential benefits and risks of entering into this
Agreement.
22. Unctiforceability-_411royisions. If any provision of this Agreement, or any portion thereof,is held
to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in
full force and effect.
23. Facsimile Transmittal. For the purpose of this Agreement, a facsimile of a signature shall be
deemed an original.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first
written above. The parties hereto agree that facsimile signatures shall.be as effective as if originals.
Town of Southo d Contractor
13y:
Scot A.Yussell, Supervisor Print Nam �l�e �t Q' �
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tEIVED
oc�OC l 9 �016
INDEPENDENT CONTRACTOR AGREEMENT Sou�hof�T�4
out o Town Mork
THIS AGREEMENT made and entered into thisdaq ofgEa;L4WA 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
l? (h -euiafter referred to as "Contractor") with an address
at _ ,party of the second part.
WHEREAS the Town of Southold wishes to engage the services of Certified Court Reporters for the
purposes of maintaining the records of various Court Appearances and Town proceedings;and
WHEREAS Contractor, a certified Court Reporter, wishes to perform stenographer services for the
benefit of the Town at said hearings;and
NOW THEREFORE the Town'and Contractor, for the consideration named, hereby agree as
follows:
1. Independent Contractor. Subject to the terms and conditions of this Agreement, the Town
hereby engages the Contractor as an independent contractor to perform the services set forth
herein, and the Contractor hereby accepts such engagement. This Agreement shall not render the
Contractor an employee,partner, agent of,or-joint venturer with-the Town for any purpose. The
Contractor-is and will remain an independent contractor in [his or her] relationship to the,Town.
The Town shall not be responsible, for withholding taxes with respect to the Contractor's
compensation hereunder. The Contractor shall have no claim against the Town hereunder or
otherwise for vacation pay, sick leave,retirement benefits, social security,worker's compensation,
health or disability benefits,unemployment insurance benefits,or employee benefits of any kind.
2. Duties.The Contractor will perform the duties of a certified court reporter. [He or she] will report
directly to the Justice Court Director and to any other party designated said Director in
connection with the performance of the duties under this Agreement and shall fulfill any other
duties reasonably requested by the Town and agreed to by the Contractor.
3., Term. This engagement shall commence upon execution of.this Agreement.and shall continue in.
full force and effect until termination or completion of the Contractor's duties under this
Agreement.The Agreement will continue indefinitely unless terminated earlier by operation of and
in accordance with this Agreement.
4. Conipensati6d. Two Hundred and Fifty ($250.00) Dollars per appearance day,or any part thereof
for regular court calendar dates and jury trials. In-the event that Contractor has been booked for a
court calendar date or jury trial, and that date is cancelled for a reason other than inclement of
weather or state of emergency, with less than forty eight (48) hours notice given prior to
cancellation, Contractor shall,be entitled to a cancellation fee of One Hundred ($100) dollars. In
the event of the cancellation of a court calendar date for inclement weather or state of emergency
no fee shall be given.
5. Transcripton Fees. In the event that a transcript of court proceedings is required by the Court,
Contractor shall charge the Town a printing cost of Three ($3.00) Dollars per page or portion
thereof for a certified transcript.
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l 6. 'Submission of-Vouchers For Payment. Contractor will submit daily vouchers showing the date
and times they performed said service and will also show the amount the Town owes to.them for
that day in numbers. This will be provided to Town's justice Court Director overseeing their
performance after the work is completed, a sample invoice is attached for your use. 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.
7. 'Corillicts af'-lriterest: Nbgrlvrc provision. The Contractor represents that [he or she] is free to,
enter into this Agreement, and that this engagement does not violate the terms of any agreement
between the Contractor and any third party. Contractor hereby agrees to indemnify and hold
Town harmless from any action stemming from previous existing duty to a third party. The
Contractor is expressly free to perform services for other parties while performing services for the
Town. 'For a period of one year following any termination, the Contractor shall not, directly or
indirectly hire,solicit, or encourage to leave the Town's employment,any employee, consultant,or
contractor of the Town or hire any such employee, consultant, or contractor who has left the
Town's contractual engagement within one year of this engagement.
f 8. Riah� t to Injunction. The Contractor expressly agrees that the Town shall be entitled to injunctive
a
t and other equitable relief in the event of, or to prevent, a breach of any provision 'of this
Agreement by the Contractor. Resort to such equitable relief, however, shall not be construed to
be a waiver of any other rights or remedies that the Town may have for damages or otherwise.
The various rights and remedies of the Town under this Agreement or otherwise shall be
construed to be cumulative, and no one of them shall be exclusive of any other or of any right or
remedy allowed by law.
9. Termination. Either party to this agreement may terminate this Agreement at any time by 10
working days'written notice to the other. In addition,if the Contractor is convicted of any crime
or offense,fails or refuses to comply with the written policies or reasonable directive of the Town,
is guilty of serious misconduct in connection with performance hereunder, or materially breaches
provisions of this Agreement, the Town at any time may terminate the engagement of the
Contractor immediately and without prior written notice to the Contractor.
4110. nsur ce. The Contractor will carry liability insurance (including malprac 'ce insurance, if
w anted)relative to any service that[he or she] performs for the Town.. M/40 Cub 1�
11. Indemnification. 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
or her]performance of this Agreement.
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[ S ;
12.Successors and'Assigns. All of the provisions of this Agreement shall be binding upon and inure
to,the benefit of the parties hereto and their respective heirs,if any,successors,and assigns.
13. Choice of Law. The laws of the state of New-York shall govern the validity of this Agreement,the
construction of its terms and the interpretation of the rights and duties of the parties hereto.
14.Venue. The proper venue for any and all claims arising from this agreement, and all parties
consent to,County of Suffolk,State of New York.
15. 1 leadifirs. Section headings are not to be considered a part of this Agreement and are not
intended to,be a full and accurate description of the contents-hereof.
16.Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other
shall not operate or be construed as-a continuing waiver.
17.Assignment,-The Contractor shall not assign any of[his or her] rights under this Agreement, or
delegate the performance of any of[his or her] duties hereunder,without the prior written consent
of the Town.
18. Notices. Any and all notices, demands, ox other communications required or desired to be given
hereunder by any party shall be in writing and shall be validly given or made to another party if
personally served, or, if deposited in the United States mail, certified or registered,,postage
prepaid, return receipt requested. If such notice or demand is served personally, notice shall be
deemed constructively made at the time of such personal service. If such notice, demand or other
communication is given by mail, such notice shall be conclusively deemed given five days after
deposit thereof in the United States mail addressed to the party to whom such notice, demand or
other communication is to be given as follows:
If to the Contractor:
Natnc 'o
Address 0 l
-- f -1
Tel.: (031— —7 1—
If to the Town:
Town of'Southold
c/o Elizabeth A.Neville,Town Clerk
P.O.Box 1179
Southold,New York 11971-0959
Any party hereto may change its address for purposes of this paragraph by written notice given in
the manner provided above.
s
19. Modification or Amendment. No amendment,change or modification of this Agreement shall be
valid unless in writing signed by the parties hereto.
Initial D 3 "
20. Entire Undeestandins�. This document and any exhibit attached constitute the entire
understanding and agreement of the parties,and any and all prior agreements,understandings,and
representations are hereby terminated and canceled in their entirety and are of no further force
and effect.At no time shall the document be held negatively towards the drafter.
21.In ftendem Review. The Contractor acknowledges having received, read, and understood this
Agreement, and attachments thereto. Contractor further acknowledges that Town has accorded
Contractor ample time and opportunity to consult with independent legal counsel and other
advisors of its -own choosing concerning the potential benefits and risks of entering into this
Agreement.
22. Uncnforccabi%of Provisions. If any provision of this Agreement,or any portion thereof,is held
to be invalid and unenforceable,then-the remainder of this Agreement shall nevertheless remain in
full force and effect.
23. Facsimile Transmittal. For the purpose of this Agreement, a facsimile of a-signature shall be
deemed an original.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first
written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.
Town of Sou .Contractor
;By. Ii ,
Scott A. ussell,Supervisor Print Name
Initialcip 4
REUIVt
OCT 1 9 2016
INDEPENDENT CONTRACTOR AGREEMENT
_f1k sc)uthoid Town Cerk
THIS AGREEMENT made and entered into this 1/ day of , 20. , 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�B x 1179, Southold, New York 11971-0959), party of the fust part, and
(here'rafter referred to as "Contractor") with an address
at ,party of the second part.
WHEREAS the Town of Southold wishes to engage the seances of Certified Court Reporters for the
purposes of maintaining the records of various Court Appearances and Town proceedings;and
WHEREAS Contractor, a certified Court Reporter, wishes to perform stenographer services for the
benefit of the Town at said hearings;and
NOW THEREFORE the Town and Contractor, for the consideration named, hereby agree as
follows:
l,. Independent Contractor, Subject to the terms and conditions of this Agreement, the Town
hereby engages the Contractor as an independent contractor-to perform the services set forth
herein, and the Contractor hereby accepts such engagement. This Agreement shall not render the
Contractor an employee,partner, agent of, or joint venturer with the Town for any purpose. The
Contractor is and will remain an independent contractor;in [nus or her] relationship to the Town.
The Town shall not be responsible for withholding taxes with respect to the Contractor's,
compensation hereunder. The Contractor shall have no claim against,the-Town hereunder or
otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation,
health or disability benefits,unemployment insurance benefits, or employee benefits of any kind.
2. Duties.The Contractor will perform the duties of,a certified court reporter. [He or she] will report
directly to the justice Court Director and to any other party designated said Director in
connection with the performance of the duties under this Agreement and shall fulfill any other
duties reasonably requested by the Town and agreed to by the Contractor.
3. Term. This engagement shall conuiience upon execution of this Agreement and shall continue.in
full force and effect until termination or completion of the Contractor's duties, under this
Agreement. The Agreement will continue indefinitely unless terminated earlier by operation of and
in accordance with this Agreement.
4. Conloensation. Two Hundred and Fifty ($250.00) Dollars per appearance day, or any part thereof
for regular court calendar dates and jury trials. In the event that Contractor has been booked for a
court calendar date or jury trial, and that date is cancelled for a reason other than inclement of
weather or state of emergency, with less than forty eight (48) hours notice given prior to
cancellation, Contractor shall be entitled to a cancellation fee of One Hundred ($100) dollars. In
the event of the cancellation of a court calendar date for inclement weather or state of emergency
no fee shall be given.
5. Transcripton Fees. In the event that a transcript of court proceedings is required by the Court,
Contractor shall charge the Town a printing cost of'Three ($3.00) Dollars per page or portion
the f for a certified transcript.
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6. SubiniS;ion of Vouchers For_Payment. Contractor will submit daily vouchers showing the date
and tunes they performed said service and will also show the amount the Town owes to thein for
that day in numbers. This will be provided to Town's Justice Court Director overseeing their
performance after the work is completed, a sample invoice is attached for your use. 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 wilting 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.
7. Conflicts of Interest Noxi-hire provision. The Contractor represents that [he or she] is free to
enter into this Agreement, and that this engagement does not violate the terms of any agreement
between the Contractor and any third party. Contractor hereby agrees to indemnify and hold
Town harmless from any action stemming from previous existing duty to a third party. The
Contractor is expressly free to perform services for other parties while performing services for the
Town. For a period of one year_following any termination, the Contractor shall not, directly or
indirectly hire, solicit, or encourage to leave the Town's employment, any employee, consultant, or
contractor of the Town or hire any such employee, consultant, or contractor who has left'the
Town's contractual engagement within one year of this engagement.
8. Right to In unction: The Contractor expressly agrees that the Town shall be entitled to injunctive
and other equitable relief in the event of, or to prevent, a breach of any provision of this
Agreement by the Contractor. Resort to such equitable relief, however, shall not be,construed to
be a waiver of any other rights or remedies that the Town may have for damages or otherwise.
The various rights and remedies of the Town under, thus Agreement or otherwise shall be
.construed to be cumulative, and no one of them shall be exclusive of any other or of any right or
remedy allowed by law.
9. 'l'ei nination. Either party to this agreement may terminate this Agreement at any time by 10
working days' written notice to the other. In addition,if the Contractor is convicted of any crime
or offense, fails or refuses to comply,with the written policies or reasonable directive of the Town,
is guilty of serious misconduct in connection with performance hereunder, or materially breaches
provisions of this Agreement, the Town at any time may terminate the engagement of the
Contractor immediately and without prior written notice to the Contractor.
____e e ontractor wi e ce, if
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11. lndeinnificafiona 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 Contractot'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
or her] performance of this Agreement
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7 �
12. iucces ctr5 and r\ssign4. All of the provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs,if any, successors,and assigns.
13. Choice of Law. The laws of the state of New York shall govern the validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of the parties hereto.
14.'Venue. The proper venue for any and all claims arising from this agreement, and all parties
consent to,County of Suffolk, State of New York.
15, Hi2adings.. Section headings are not to be considered a part of this Agreement and are not
intended to be a full and accurate description of the contents hereof.
16—Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other
shall not operate or be construed as a continuing waiver.
17. Assi nmcnr: The Contractor shall not assign any of [his or her] rights under this Agreement, or
delegate the performance of any of[itis or her] duties hereunder,without the prior written consent
of the Town.
18.;Nc)tices. Any and all notices, demands, or other communications required or desired to be given
hereunder by any party shall be in writing and shall be validly given or made to.another party` if
personally served, or if deposited in the United States mail, certified or registered, postage
prepaid, return receipt requested. If such notice or demand is served personally, notice shall-be
-deemed constructively made at the time of such personal service. If such notice, demand or other
communication is given by mail, such notice shall be conclusively deemed given five days after
deposit thereof in the United States mail addressed to the party to whom such notice, demand or
other communication is to be given as follows:
If to the Contractor:
Name _r _
Address
a
Tel.: —
If to the Town:
Town of Southold
c/o Elizabeth A. Neville,Town Clerk
P.O. Box 1179
Southold, New York 11971-0959
Any party hereto may change its address for purposes of this paragraph by written notice given in
the manner provided above.
19. Modification or Amendment. No amendment, change or modification of this Agreement shall be
valid unless in writing signed by the parties hereto.
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r.
20. Rntire Understandir4,, This document and any exhibit attached constitute the entire
understanding and agreement of the parties, and any and all prior agreements,understandings, and
representations are hereby terminated and canceled in their entirety and are of no further force
and effect.At no time shall the document be held negatively towards the drafter
21. Independent Review. The Contractor acknowledges having received, read, and understood this
Agreement, and attachments thereto. Contractor further acknowledges that Town has accorded
Contractor ample time and opportunity to consult with independent legal counsel and other
advisors of its own choosing concerning the potential benefits and risks of entering into this
Agreement.
22. l'Inciiforccability-of Provisions. If any provision of this Agreement, or any portion thereof,is held
to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remail in
full force and effect.
23. Facsimile Transmittal. For the purpose of this Agreement, a facsimile of a signature shall be
deemed an original.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first
written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.
Town of South Contractor
Tay: ZQ Icy — —
Scott A.Russell,Supervisor Print Name._ - ii
qtvo
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