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HomeMy WebLinkAboutLead Service Line Replacement RESOLUTION 2018-853 ADOPTED DOC ID: 14507 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2018-853 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON SEPTEMBER 25, 2018: RESOLVED that the Town Board of the Town of Southold authorizes and directs Supervisor Scott A. Russell to execute a services agreement with the Fishers Island Water Works Corporation for assistance in the implementation of the Lead Service Line Replacement Program, subject to approval by the Town Attorney. ma � ZL�Z Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED AS AMENDED [UNANIMOUS] MOVER: William P. Ruland, Councilman SECONDER:Louisa P. Evans, Justice AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell Office of the Town Attorney �90 � 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 RECEIVED _ s1 OCT 1 5 2018 Southold Town Clerk MEMORANDUM To: Ms. Elizabeth A. Neville, Town Clerk From: Mary Silleck Secretary to the Town Attorney Date: October 12, 2018 Subject: Agreement with Fishers Island Water works Corp Lead Service Line Replacement Program With respect to the above-referenced matter, I am enclosing an original, fully executed Agreement for your records 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 AGREEMENT THIS AGREEMENT, made on the 34 day of /� b�� , 2018, by and between the Town of Southold, a municipal corporation of the State of New York having its-principal place of business at 53095 Main Road, Southold, New York, hereinafter called the "Town" and Fishers Island Water Works Corporation, having its principal place of business at 161 Oriental Ave. #604, Fishers Island;New York, 06390 hereinafter called the "Contractor'. WITNESSETH: WHEREAS,the Town has procured funds from the State of New York Department of Health to institute a Lead Service Line Replacement Program for the financing of Lead Service line replacements in areas within the geographic boundaries of the Town of Southold; and WHEREAS,the Fishers Island boundaries fall within the,geographic boundaries of the Town of Southold; and WHEREAS,the Town would like to utilize those funds for the undertaking of the replacement of lead service lines on Fishers Island; and WHEREAS,the Contractor is in a position to assist in the identification and replacement of those lead service lines; NOW,THEREFORE, it is mutually covenanted and.agreed by and between the parties hereto as follows: I' TERM OF AGREEMENT The term of this Agreement shall be from March 1, 2018 to February 28, 2020. I. SCOPE OF SERVICES The Town shall hire the Contractor to identify service lines on Fishers Island that are suspected to contain lead. There is an estimated fifty-two(52) service lines expected to be identified and then subsequently replaced under this agreement. The existing service line taps that are suspected to contain lead are likely to have lead goosenecks that connect the service line to the main. Any and all labor undertaken in the locating and identifying of service line replacement shall be done by the Contractor. The Contractor's Supervisor will oversee the excavation of existing service line taps by its Operator and Laborer. The goosenecks will then be scratch tested to.confirm the presence of lead. The Contractor is to provide engineering drawings indicating the location of lead service lines to be replaced and the specifications for replacing them. , The Town will go to bid to select an outside service provider to replace the service lines as per the drawings and specifications provided by the Contractor. Inspection of the bid recipient's work will be performed by the Contractor. The Contractor will also provide tapping services for the new service lines and inspection services for the installation of the new service lines. Upon the replacement of identified lead positive service lines by outside providers, the Contractor will tap the new service lines and inspect their installation using materials purchased by the Contractor and utilize the Contractor's in-house labor to do the same. The Contractor will be responsible for overall management of the program (identification of services to be replaced, work scheduling, contractor coordination, etc.) on Fishers Island and direct supervision of labor personnel. The Contractor and its sub- contractors, if any, shall have all appropriate certifications as required and appropriate during all times that they are providing services under this Agreement. III. PRICE SCHEDULE/COMPENSATION The Total Cost of the project shall be the total cost of actual project expenditures or$105,882.89,whichever is lesser. The Contractor shall be permitted to charge the Town the total actual cost per service line upon the completion of each service line replacement as detailed in Paragraph II above, subject to requisite program reporting. IV. PAYMENTS 1. The Contractor shall be responsible for all costs incurred in providing the services contemplated under this Agreement, including the salary,benefits and insurance which shall be billed by the Contractor to the Town on a quarterly basis and paid by the Town to the Contractor within thirty(30) days of the receipt of the statement by the Town. The Contractor shall submit a request for payment on a Town approved voucher form in addition to all requisite reporting for the Lead Service Line Replacement program along with Contractor's invoice which shall include all actual costs applicable. The Town shall pay the Contractor upon the submission of a voucher submitted on a bi-weekly basis for services performed and reported. 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 -2- 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. The acceptance by the Contractor of 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,up to the date of the voucher, 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. The Town shall be entitled to deduct from any payment owning to Contractor any sums expended by the Town to cure any default or other Agreement non-compliance by Contractor or to protect the Town from loss on account of claims filed or reasonably anticipated to be filed. V. CONTRACTOR'S WARRANTIES AND REPRESENTATIONS Contractor makes the following warranties and representations: a. Contractor represents that the Town has made no commitment under this Agreement with respect to the volume of materials to be handled by Contractor during the term of this Agreement. b. Contractor warrants that Contractor shall comply with all federal, state and local laws, ordinances, and regulations applicable to all of the services to be performed by Contractor. C. The Contractor represents that Contractor shall utilize its best efforts to insure that Minority and Women Owned Businesses (MBE's and WBE's)have the opportunity to participate as subcontractors under this Agreement. In the event the Contractor subcontracts twenty-five percent(25%) or more of its work hereunder, Contractor shall submit to the Town a WBE Utilization Plan,prior to execution of this Agreement. VI. INDEMNIFCATION INSURANCE/BONDS a. Contractor agrees to defend, indemnify and save harmless the Town of Southold, as well as New York State, against any and all liability, loss, damage, detriment, suit, claim, demand, cost, charge, attorneys' fees and expenses of whatever kind or nature which the Town or New York State may directly or indirectly incur, suffer or be required to pay by reason of or in consequence of the Contractor carrying out or performing under the terms of this Agreement, or failure to carry out any of the provisions, duties, services or requirements of this Agreement, whether such losses and damages are suffered or sustained by the Town, or New York State, directly or by its -3- employees, licensees, agents, engineers, citizens or by other persons or corporations, including any of Contractor's employees or agents who may seek to hold the Town and New York State liable therefore. This obligation shall be ongoing, shall survive the term of this Agreement and include,but not be limited to, claims concerning non-sudden environmental impairments. The Contractor shall join in the commencement of any action or proceeding or in the defense of any action or proceeding which in the opinion of the Town constitutes actual or threatened interference or interruption with the Town's rights hereunder, including all appeals which, in the opinion of the Town,may be necessary. b. Contractor shall procure and maintain appropriate insurance coverage from claims of bodily injury, death or property damage that may arise from the performance of services under this agreement in limits of$2,000,000 and$2,000,000 aggregate liability for bodily injury and property damage and terminating no earlier than one year following termination of services under this Agreement. All such insurance coverage shall name the Town of Southold as an additional insured, a copy of the certificate of insurance shall be provided to the Office of the Southold Town Clerk, and that coverage shall provide that the coverage shall not be changed or canceled until thirty (30) days written notice has been given to the Town. All such insurance shall be issued by a company duly authorized to transact business in the State of New York and acceptable to the Town and shall include all riders and additional coverage necessary to insure that Contractor will be financially able to meet its obligations under the foregoing indemnification. VII. FORCE MAJEURE If either party is delayed or prevented from fulfilling any of its obligations under this Agreement due to any act, event or condition, whether affecting the Town or the Contractor, to the extent that it materially and adversely affects the ability of either party to perform any obligation hereunder(except for payment obligations), and if such act, event or condition is beyond the reasonable control and is not also the result of the willful or negligent action, inaction, or fault of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under the Agreement, the time for fulfilling that obligation shall be extended day-by-day for the period of the uncontrollable circumstance;provided, however, that the contesting in good faith or the failure in good faith to contest such action or inaction shall not be construed as willful or negligent action or a lack of reasonable diligence of either party. Subject to the foregoing, such acts or events shall include the following: (1) an act of God(but not including reasonable anticipated weather conditions for the geographic area of the Town or Destination Site)hurricane, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war,blockade or insurrection,riot or civil disturbance; -4- (2) the failure of any appropriate federal,state, county,town or local public agency or private utility having jurisdiction in the areas in which the Transfer Station or Destination Site is located to provide and maintain utilities, services,water and sewer lines and power transmission lines which are required for the operation or maintenance of the Transfer Station or Destination Site; (3) governmental pre-emption of materials or services in connection with a public emergency or any condemnation or other taking by eminent domain of any portion of the Transfer Station or Destination Site; and It is specifically understood that none of the following acts or conditions shall constitute uncontrollable circumstances: (a) general economic conditions,interest or inflation rates, or currency fluctuations; (b)the financial condition of the Town,the Contractor, any of its affiliates or any subcontractor; (c)union work rules,requirements or demands which have the effect of increasing the number of employees employed otherwise increasing the cost to the Contractor of operating its haul operation or the Destination Site; (d) equipment failure; (e) any impact of prevailing wage law, customs practices on the Contractor's costs; (f) any act, event or circumstances occurring outside of the United States; or(g) any change in law or in the permit conditions or status of the Transfer Station Destination Site or alternate Destination Site. VIII. SUBCONTRACTS Contractor shall not enter into any subcontracts in connection with the services to be performed by Contractor hereunder without the prior written approval by the Town of such subcontracts. All such subcontracts shall make express reference to the terms and conditions of this Agreement and shall obligate the subcontractor to comply with all applicable federal, state and local laws, ordinances or regulations relating to the services to be performed under the subcontract. In the event the subcontractor is required to furnish any insurance or bonds for the benefit of Contractor,the Town shall also be named as an additional insured or obligee. IX. PREVAILING WAGE RATES Contractor agrees to comply with the provisions of the New York State Labor Laws relating to the payment of prevailing wage rates to the extent applicable, or the applicable State Law. In the event that at any time during performance under this Agreement the Contractor is required to increase the wages paid to any of its employees as a result of such requirement, all costs shall be borne exclusively by Contractor. X. DEFAULT .In the event the Contractor fails to perform its obligations under the Agreement,the Town may terminate the Agreement,procure the services from other sources and hold the Contractor responsible for any costs incurred. The Town may also -5- , deduct such costs from payments owing to the Contractor and/or draw upon the Performance Bond as full or partial reimbursement for such excess costs. The Town reserves the right to terminate the Agreement for just cause. XI. LIMITATION OF FUNDS The Contractor agrees that this Agreement shall be deemed executory only to the extent of the funds currently available for the purposes of this Agreement and that the Town incurs no liability beyond those available by authorization of the Town Board as of the date of this Agreement. XII. DISPUTES Any disputes between the parties, any actions or claims by either party hereto shall be commenced in Supreme Court, Suffolk County,New York. XIII. MISCELLANEOUS A. This Agreement shall be governed by the laws of the State of New York. B. Contractor shall not assign, convey or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the Town. C. This Agreement, including all Exhibits and documents referred to herein, along with the Specifications, and all Appendices and Exhibits thereto, represent the entire agreement between the Town and Contractor relating to the services to be performed hereunder. This Agreement may be modified only by written agreement of Contractor and the Town. D. To the extent of any inconsistency among the documents constituting the agreement of the parties,the priority among those documents shall be: 1. This Agreement; 2. Exhibits hereto; E. Without limiting any other right and/or remedy which the Town may have at law or under this Agreement, if the Contractor is adjudged bankrupt or makes an assignment for the benefit of creditors or a receiver is appointed for the Contractor or any insolvency arrangement proceedings are instituted by or against the Contractor,the Town may terminate this Agreement. F. Contractor agrees that it will conduct itself consistent with its status, said status being that of an independent contractor and, Contractor, its employees or agents will neither hold themselves out nor claim to be an officer or employee of the Town of Southold nor make claim to any right accruing thereto including,but not limited -6- to,Worker's Compensation,Unemployment Benefits, Social Security or retirement membership or credit. G. If any provision of this Agreement shall for any reason he held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement and this Agreement shall be enforced as if such invalid and unenforceable provision had not been contained herein. H. Contractor agrees that it shall not discriminate and that it shall cause there to be no discrimination against any employee who is employed in the work, or against any applicant for such employment,because of race, religion, color, sex, age, marital status,handicap or national origin in any manner prohibited by the laws of the United States or of the State of New York. These requirements shall include,but not be limited to,the following: employment;upgrading, demotion or transfer;recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training. XIV. NOTICES All notices required to be given hereunder shall be made in writing by first class mail addressed as follows: If to the Town: Supervisor of the Town of Southold Town Hall 53095 Main Road P.O. Box 1179 Southold,New York 11971-0959 With a copy to: Town Engineer Town of Southold 53095 Main Road P.O. Box 1179 Southold,NY 11971-0959 If to the Contractor: Fishers Island Water Works Corporation 161 Oriental Ave. #604 Fishers Island,NY 06390 XV. 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: -7- (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). (f) 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, which are the wage rates and supplements established as the prevailing rate of wages for the work covered by this Contract. i. 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. ii. 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. XVI. 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 Scott A. Russell, Supervisor, whose signature appears hereafter, is duly a thorized 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. 1N WITNESS WHEREOF,the parties hereto have executed this Agreement on the day and year first above written. TOWN OF SO HOLD By: Scott A. Russell, Supervisor FISHERS ISLAND WATER WORKS CORP. By: y -s- STATE OF NEW YORK) ) ss.. COUNTY OF SUFFOLK) ���, t". ► � 114MOn this�day of-4+4y-in the year 2018 before me,the undersigned,peFse�C. G44 , authorized agent of Fishers Island Utility Co.perste 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. o Public 1l� CaZ��5�3 STATE OF NEW YORK) ) ss.. COUNTY OF SUFFOLK) ]�,,, On this day of�.it�y i he 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 Public LAUREN M.STANDISH Notary Public,State of New York No.01 ST6164008 Qualified in Suffolk County Commission Expires April 9,2019 -9-