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HomeMy WebLinkAboutGroup for the East End - Downs Farm Preserve RESOLUTION 2018-373 '® ADOPTED DOC ID: 14035 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2018-373 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON APRIL 24, 2018: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute an Agreement with the Group for the East End in connection with environmental and stewardship programs at the Downs Farm Preserve and other appropriate sites or preserves in the amount of$25,000 for the term January 1, 2018 through December 31, 2018, all in accordance with the approval of 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 Zoo `1 THIS AGREEMENT, entered into this _ day of , 2018, 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 the Group for'the East End (the "Contractor"); with an address of P.O. Box 1792, 54895 Main Road, Southold, NY 11971; 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 receive funding from the Town to perform environmental and/or stewardship programs and/or events at Downs Farm Preserve, pursuant to the Description plan as more fully set forth and 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-and in strict accordance with such changes as are ordered and approved pursuant to this Contract. ARTICLE 2. CONTRACT TERM The term for services to be rendered under this Contract shall be January 1, 2018 through December 31, 2018 and shall automatically renew on January I" of each successive year unless terminated in writing by December I" of the preceding .year. ARTICLE 3. ACCEPTANCE AND FINAL PAYMENT The total authorized funding is $25,000. Payments to be due as follows, after submission of a proper voucher as further set forth below: $6,000.00 upon contract signing, a 2"d payment of $6,000.00 on May 15th, 2018, a 3rd payment of $6,000 on August 15th, 2018 and a final payment of $7,000 December 15th, 2018. The Town shall-pay the Contractor upon the submission of a voucher at the completion of each stage of work. The Voucher will certify the work performs in furtherance of the project and detail costs. Such voucher shall be due and payable within 45 days after receipt of such voucher, but such sum shall not be due and payable by the Town until the Town Board of the Town has received such a voucher and has audited'and approved for payment the voucher to be submitted by Contractor in connection therewith. 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 1 presented to the Town Board or Town. Comptroller and shall have been audited and allowed by the Town Board or Town Comptroller. , 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. CONTRACTOR'S OBLIGATIONS (a) The Town is not contracting with any party to complete the contemplated work.. The Contractor shall be'responsible for the full and correct performance of the Work required for funding eligibility 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 claims, costs or expenses attributable to errors in performance by the Contractor or the Contractor's Subcontractors. (b) 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 or parties thereon, which may be damaged by the Contractor's Work. In no event shall the Town be liable to the Contractor or any third party for loss of, pilferage, or damage to any of the same, and the Contractor shall indemnify the Town from the same. (c) 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 5. CONTRACTOR'S INSURANCE The Contractor shall not commence work under this Contract until it has obtained all insurance required under this paragraph and verified that its subcontractors have the same. (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 2 6 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 wrorigful 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. ARTICLE 6. 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 7. PERMITS AND REGULATIONS The Contractor shall apply for, and comply with all permits issued to the Town in connection with the services furnished under this Agreement. ARTICLE 8. TOWN'S RIGHT TO STOP WORK OR TERMINATE CONTRACT The Town shall have the right to 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; 3 (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 9. 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 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 10. 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 11. 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 12. 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 4 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 13. 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 14. AUTHORITY FOR EXECUTION ON BEHALF OF THE TOWN The Supervisor has executed this Agreement pursuant to a Resol tion adopted by the Town Board of the Town of Southold, at a meeting thereof held on � 1 . Scott A. Russell, Supervisor, whose signature appears hereafter, is duly authorized and empowered to execute this instrument..and.,entersinto;:;.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 15. 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: 5 1 To Town: Elizabeth A. Neville, RMC, CMC- Southold MCSouthold Town Clerk P.O. Box 1179 Southold, NY-11971-0959- To Contractor: Group for the East End P.O. Box 1792 54895 Main Road Southold, NY 11971 ARTICLE 16. 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-17. 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 18. 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. Group fothe East d By:, Name: Title: Town of Southol By: Scoit . Russell, Supervisor 6 i STATE OF NEW YORK ) ss.: COUNTY OF SUFFOLK) On th' Wh �ay of March in the year 2018 before.me,the undersigned, personally appeared y�� Afokq V�� (4as Officer and/or Authorized Agent of the Group for the East End, personally kn wn 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 DIANE DISALVO NPUBIC LIC-STATE OF NEW YORK Notary U No. OID1475593 Qualified In Suffolk County, STATE OF NEW,YORK ) My Commission Expires April 30, 20ZV_ ' ss.. -- COUNTY OF SUFFOLK) , On thiday of los the year 2018 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 P c MICHELLE L. TOMASZEWSKI NOTARY PUBLIC-STATE OF NEW YORK No. O1 TO6156671 Qualified In Suffolk County 'MY Comml"On ExpIMS November 27,2018 7 -APPENDIX A Group for the East End will conduct and perform approximately 40 environmental and/or stewardship programs and/or events at Downs Farm Preserve or other appropriate off-premise sites during the contraet'per o' &"Uff premise sites must be approved by the Town before being scheduled. '•a'�rE' �,`v�V` i;.J ,11}r.t l,,`�i.tis ii`i {l'%J� rt 7� Prograrn,s�and,, pyents,,Will focus on natural resource and open space education, archaeological -- research, ecojogical/b,iological/historical study and public access and may include but are not limited to wildlife-themed events, indoor nature craft or science activities, Native American history, story time events for young families, environment-themed indoor programs, trail maintenance, invasive species removal, community bird feeder programs, nature walks;;Earth Day events, citizen science, flora/fauna inventories and habitat restoration. - - i Group for the East End will be responsible for overseeing any Eagle Scout projects and internships occurring at Downs Farm Preserve.. e S •00 e ttrt tt� 2'_'t t^.�iif El4 f.� a y;L�'?;� X41::a""1it7' •':>1 f OR10 Ov C* 1 +'e g y�fpl �ao�y RECEIVED MAY 1 2018 Office of the Town Attorney Southold Town Clerk Town of Southold Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone : 631-765-1939 Facsimile: 631-765-6639 MEMORANDUM To: Ms. Elizabeth A. Neville, Town Clerk From: Mary Silleck Secretary to the Town Attorney Date: May 1, 2018 Subject: Agreement between Town of Southold Group for the East End regarding Downs Farm Preserve With respect to the above-referenced matter, I am enclosing the original Agreement together with the Resolution. If you have any questions regarding the enclosed, please do not hesitate to call me. Thank you. /ms Enclosures cc: Accounting