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HomeMy WebLinkAboutControl Systems of Connecticut, Inc AGREEMENT i _e y' � i i' ,'fv ' � !!,' .`t]ri"• r .' r 1"� t , 1= lfr,r. .,,' f � 1, ]., �_ —_ THIS,b AGREEMENT, entered,into this,X day of,April; 2017, 'by;and rbetween the Town of ,Southold;T�Tew ork,("the Town"},a municipal carporation,grganized�and.e t,4ng.•under,�lze Paws of s the State of Mew York with offices at 53,095;Main,Road, Southold,New-York; and Control,Systems of Connecticut Inc. (the "Contractor,").,with.an,address'of 1-2 King_Road,,'Wallingford, Connecticut, 06492; 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'provide pump maintenance'to the Fishers Island,Sewer District located on Fishers_Island. . All-,work'will- be ;performed-in accordance withAh,e Contractor's Proposal dated December.15,201,6, a copy of which;is,attached hereto:as Appendix A;and made apart hereof. 'ibact e �r�: gnipn #n,4:,qftr siix ifems necessary'or'proper for;.or;likideintal to,;the work contempIated`:by'this Contract=and.in strict accordance with such changes as are ordered an apR'roved pursuontto<this Contract. ARTICLE 2. TIME OF COMPLETION ; The services to.be rendered under this Contract.shall be completed in June and December of 7,047. ARTICLE 3. ACCEPTANCE ANb VINALPAYNT-' 1 There will be two,(2),pump,station maintenance visits per year., Upon completion of each pump station,maintenance.visit the Contractoz:shall file with the Town.Comptroller an itemized voucher and the Town will;pay the;Contractor`$1`;020.00. The total Contract value is $2,040. -The:Town.,shall rvpay the Contracwr ppon,the submission--of a,voucher at,the completion of each pump station maintenance visit.,Suchvoucher shall_be`due'and'payable within 45 days after receipt ' of•such voucher, bull suck skmi�sh�11:ii� due,a payalxle'1iy the TGkvn Wil the Town Board of the Town has received such;a voucher and has•audited and approved{for payment the voucher to be submitted;by Contractor iri connection therewith.' r'1 The' Town Board,`.shali”process any voucher received from V Contractor as 'expeditiously as "Poselble.Iii clic event t'ihe Tawn`diapzi s or`' ecfi :ta:'any.pordoni 44f any:voucher.submitted_,hy Contractor pursuaiit fo'this paragraph;the Town 'shall, within:30'days of the`receipt of such voucher, notify Contractor in writing of such dispute or�objectiofi.'-Cbntr�tut'acknoWed°ges that-Contractor is familiar with the requirements of section 118 of theTown 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 12 Town Board or.Town Comptroller. t. >>.`i 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 andfor,every act and`neglect,of the°Towft and-oth6rs 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. CHANCES TO THE CONTRACT AND EXTRA WORD (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.Orden"of-the,Town,_ No,claim for e'x work or any change 'iri 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 coiupensation to be paid to the Contractor for any extra work, as so ordered, shall be determined as follows: 1. .By a lump`sum mtituaily'agreed upon by the'Tawn 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 CmU,actor's estimate of the value-ofthe 6mitted.or extra'v'0& (d) Unless otherwise specifically provided for in a Change Order,-the agreed compensation specified therein for extra work includes full payment for extra work coveted 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 :agrses 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,..exe'cuted and approved in the following manner: (i) if the. estimated cost ''d the'extra.'work is, less than:,-51,444 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,:Centragtor�aust,submit-a deiul ec expi a o� ,a why the Change. Qrder 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 unlmat executes a.Change-.Order on Ais-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 subsequentto 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 apd.grovi�sons,of tjhe CQatractx 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. ART'ICU,5—t�- ,+CONTP.AC" G'k S•O LlgAg T-IONS (a) 'l'tie Contractor shalt-be iisponsi6 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 eontractor�-s� obltgatfon hereunder shady include taking field 3 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 disaepaney,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, ''barricade's, '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 teference lines and benchmarks,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'an 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 Worleon 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 re iaee, repair, xe 'Id, arid- good,�ny�and:all=sai digs= lass df,any and-,all-'- nc s wi_%sgever. ,. (f) Contractor shall be responsible for securing all permits required to perforin 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 G ARTICLE6. CONTRACTOR'S INSURANCE' - p ! The Contractor shall"not commence"work under this Contract until it:has obtained'all insurance 'required 6,&r this paragraph-and'such insurance-has been,approved-by the 7own. :' _ (a) Compensation-In'surance: The Contractor-shall-take gout:and.;maintain during the life of this Contract Workers'•,,Compensation•Insurance:for its;emlQyeesto be assigned to the "work hereunder. „ = ; e (b) Insurance: The Contractor,,shall take out 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 Cnzatracx: The-anibunts of such insur6te''shall,be as follows: General liability-insurance in. an- amount not less,-than°''$1;000;00.0 for injuries, including wrongful death to any one'person and subject to the same limit for each person, in an amount not less 'than$2,006,000.6n account of ariy'ane 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.Iess,thari7•$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,Iater'•than twenty=four-('Z4)hours'from ithe time'of such accident, A'detailed written report must be submitted to the Town as soon thereafter as possible and not later than three1(3)'days after tfie'date of such acciderit. ` ARTICLE-7: - 'REPRESENTATIONS OF'CONTRACTOR` - The;Contractor represents and warrants: f J (a)' 'That it is fmancially'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 W ally way affect the work or those employed therein. A 'l� UE�. 'l� A N3D.; A SNS ,The, Contractor shall,comply.,,,with -all, permits,,rissued,,,to xhq, Town,lin ,connection-,with the services farnished_undetthis Agreement. 5 ARTICLE 9. NO DAMAGES FOWDELAYs' t;, : r 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!Sbf sizkistantia ' xad/or xzal mpletxon`c the'work.; Shed xhe Gflnt tcrx,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: Tailu"re`str`ictly to`comply with•thi`s notice requirement shall be sufficient cause to deny s Contractor a change-iii Schedule and'to require;it to conform'to,the Schedule then in effect. ARTICLE 10. TOWNf!S RIGHT XO�S.TOR WORK OR TERMINATE.CONTRACT The Town shalPhave'the,xight!to stop work-or terminate.,the,Contractif.', ; ;. (a) The .Contractor is adjudged,-bpkrupt,,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 s --therewith"are-not'stayed,.on-appeal within•the:said 20,4ays;,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 r r : -(e) , ,The,Cvntractor fails or,refuses to comply with all,appiicab e law„s or ordinances; or (f) The Contractor is guilty of a:substantial,violation,of any provisions of this Contract; (g) The Town's execution and participation,in�this contract is found to-be in„violation of an existing co`lei 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'totproceed:as,to�the work. In such case, the Contractor shall not be entitled to receive any further payment beyond what owed in quantum meruit:' , ; F 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 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 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 2207e 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 April 11, 2017. 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: L.'Reed Soley Control Systems of Connecticut,Inc. 12 King Road Wallingford, CT 06492 8 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 LAVE' Agreinerrt is governei b'.y the laws of the'State of New York. _ 1N WITNfiSS.W-HEREOF, the Town of Southold has caused these presents to be signed by �COtt" : 'Russell;`its""Supervi�or;"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. Control Systems of Corinec 'cut Inc: . L. Reed Soley' e, Town of Sou d By: Scott A. Russell, Supervisor b`i�L�J B;�'$:9 44°Z•:P.yi 'j'ti".t,�>f.74�'�tl��V]rsG� 'Q 1h(I4i :x`aiUS 5 Shli t iS:t M� 9 STATE OF MEALY-94 T ) , 00AeCkiGW ) ss. . . COUNTY OF SUffetK)­; On this L day of April in the year 2017 before me,the undersigned,personally,appeared L. REED SOLE1Y,personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the'withi .i nstrumc l-and a4nowledg4to,me,that.be, 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. MARYANN ROCK Notary Public-Connecticut STATE Of3 NEW YORK) My Commission Expires ; July' 81.E . 2018 `COUNTY OF'SUFFOLK) On thisp day of April in the year 2017 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 s'tbscribed to the within instrument and acknowledged tome that he executed the same,in his.capacity and tTiat by his signature on the instrument, the individua.T or the person upon whose behalf of which the individual acted, executed the instrument. Notary Public LAUREN M.STANDISH Notary Public,State of Newyork No.011 STS164008 Qualified in Suffolk County Commission Expires April 9,20119 10 APPENDIX A Control Systems of Connecticut, Inc. C_� 12 King Rd. Wallingford, CT. 06492 ' Phone: 1-203-641-3870, Fax: 1-203-678-4648 Email: Controlsystemsofctinc@yahoo.com :QUOTE: Date: 12-15-2016 Office of the Town Attorney Town of Southold P.O. Box 1179 Southold,NY 11971 REF: CSI CT Preventative Maintenance Agreement FOR: Fishers Island Pumping Station 2017 Site Service Contract This Preventative Maintenance Agreement is for the above mentioned pump station is based on(2)visits per year, beginning June 2017 and December 2017, and continuing each June and December. Contract will be automatically renewable at cost per visit below, and can be canceled by either party with no reason or cost to either party. The contract is for each visit at a cost of$1,020.00, no taxes included,per visit. The following items will be checked during visit: I. Check Pump operation. 2. Check wet-well for foreign materials that could be detrimental to the pumps. 3. Check alarm conditions and test. 4. Check motor amperages, ohms,run times and voltages as not to exceed nameplate recommendations and record in a maintenance log kept inside the control panel. 5. Confirm operation of the Main Control Panel. 6. Check transducer and float operation and cycle pumps,pull each unit to inspect and clean of any foreign substances. 7. Report finding's to engineering. 8. Pumps to be hoisted and inspected individually individually\, Document inspection report of: a. Impeller and housing b. Pump wiring c. Rail System d. General condition of system e. Maintenance procedures as per manufacturers on the pumps 9. Pump out by truck and/or station pumps and the disposal of grease in the wet-well by vacuum truck,pump truck is not included in this price. 10. Formal Documented report on finding to engineering department. If any repairs are required on the pumps or associated equipment they shall be performed at the normal rate plus parts and material. Please note: the above Preventative Maintenance Agreement represents a maintenance agreement only and does not in any way guarantee the function or the operation of the pump station. Very truly yours, L. Reed Soley Signed: Owner Printed: Date: Phone # Please notify: L. REED SOLE Y, at 1-203-641-3870 if this transmission is incomplete.