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resolution 3 pages

Also attached to this agenda item: June 26th Resolution 144-2024 CT Male Grant V of Croton-on-Hudson 2024 Pro Housing ESD Grant...

C.T. MALE ASSOCIATES 6/20/2024 CONTRACT AGREEMENT Project No.: Agreement made this 20th day of June 2024, by and between C.T. MALE ASSOCIATES ENGINEERING, SURVEYING, ARCHITECTURE, LANDSCAPE ARCHITECTURE & GEOLOGY, D.P.C., a Design Professional Corporation registered in New York State and authorized to do business in the State of New York, (hereinafter called C.T. MALE ASSOCIATES); and VILLAGE OF CROTON-ON-HUDSON (hereinafter called the CLIENT). CLIENT and C.T. MALE ASSOCIATES agree as follows: A. CLIENT and C. T. MALE ASSOCIATES, for the mutual consideration hereinafter set forth, agree as follows: (Define Scope of Services and Schedule of Performance) Prepare and submit a funding application for the Capital Improvement Grants for Pro-Housing Communities Program administered by Empire State Development Corporation (ESDC) to enable the Village of Croton-on-Hudson to undertake pedestrian sidewalk and streetscaping infrastructure and potential blight removal project work to improve pedestrian and bike safety, upgrade connections to business districts including Uptown and along North and South Riverside Avenues, and attract more economic and housing investments to the Village. Services include coordination and submission of all ESDC application narratives, exhibits and attachments necessary for the application submission to the State through the Consolidated Funding Application portal by July 31, 2024. B. CLIENT agrees to pay C. T. MALE ASSOCIATES as compensation for services as follows: Lump Sum of $5,000, including any direct reimbursable expenses related to the grant application, and to be invoiced in full after submission of the full Application on or before the grant deadline, expected to be at the end of July 2024 through the State’s CFA process. C. CLIENT shall furnish the following: Not applicable. D. This Agreement, as signed by the CLIENT and/or his/her representative, includes the following Standard Terms and Conditions incorporated herein by this reference. E. The person signing this Agreement warrants he/she has authority to sign as, or on behalf of, the CLIENT. If such person does not have such authority, it is agreed that he/she will be personally liable for all breaches of this Agreement, and that in any action against them for breach of such warranty, a reasonable attorney’s fee shall be included in any judgment rendered. F. CLIENT shall provide C.T. MALE ASSOCIATES personnel with any information regarding potential hazards or whether personal protective measures are required when working on project site(s) associated with this contract and that C.T. MALE ASSOCIATES personnel be afforded the opportunity to review any health and safety plan available for site(s) that they will be working on. AGREED TO: AGREED TO: C.T. MALE ASSOCIATES ENGINEERING, SURVEYING, ARCHITECTURE, LANDSCAPE ARCHITECTURE & GEOLOGY, D.P.C. 50 Century Hill Drive One Van Wyck Street Latham, NY 12110 Croton-on-Hudson, NY 10520-2501 Phone: (518) 786-7400 Fax: (518) 786-7299 By: By: (Authorized Signature/Date) Jim Thatcher June 20, 2024 Title: Title: Manager, Community Development C.T. MALE ASSOCIATES 6/20/2024 STANDARD TERMS AND CONDITIONS OF AGREEMENT 1. EXTRA WORK: Extra work shall include, but not be limited to, additional office or field work caused by policy or procedural changes or governmental agencies, changes in the project, and work necessitated by any of the causes described in Paragraph 5 hereof. All extra work to be authorized by CLIENT in writing prior to commencement by C.T. MALE ASSOCIATES. 2. OWNERSHIP OF DOCUMENTS AND/OR ELECTRONIC MEDIA FILES: All tracings, specifications, computations, survey notes and media files and other original documents as instruments of service are and shall remain the property of C.T. MALE ASSOCIATES unless otherwise provided by law. CLIENT shall not use such items on other projects without C.T. MALE ASSOCIATES’ prior written consent. C.T. MALE ASSOCIATES shall not release CLIENT’s data without authorization. 3. LIMITATIONS OF PROBABLE COST ESTIMATES: Any estimate of the probable construction cost of the project or any part thereof is not to be construed, nor is it intended, as a guarantee of the total cost. 4. APPROVAL OF WORK: The work performed by C.T. MALE ASSOCIATES shall be deemed approved and accepted by CLIENT as and when invoiced unless CLIENT objects within 30 days of the invoice date by written notice specifically stating the details in which CLIENT believes such work is incomplete or defective. 5. DELAY: Any delay, default, or termination in or of the performance of any obligation of C.T. MALE ASSOCIATES under this Agreement caused directly or indirectly by strikes, accidents, acts of God, shortage or unavailability of labor, materials, power or transportation through normal commercial channels, failure of CLIENT or CLIENT’s agents to furnish information or to approve or disapprove C.T. MALE ASSOCIATES’ work promptly, late, slow or faulty performance by CLIENT, other contractors or governmental agencies, the performance of whose work is precedent to or concurrent with the performance of C.T. MALE ASSOCIATES’ work, or any other acts of the CLIENT or any other Federal, State, or local government agency, or any other cause beyond C.T. MALE ASSOCIATES’ reasonable control, shall not be deemed a breach of this Agreement. The occurrence of any such event shall suspend the obligations of C.T. MALE ASSOCIATES as long as performance is delayed or prevented thereby, and the fees due hereunder shall be equitably adjusted. 6. TERMINATION: Either party to this Agreement may terminate upon mutual agreement, in writing to the other party. Further, this Agreement may be terminated without cause upon thirty (30) days written notice to the other party that the cancelling party no longer desires to be in this Agreement. In the event of any termination, C.T. MALE ASSOCIATES shall be paid for all services rendered to the date of termination, as well as for all reimbursable expenses and termination expenses. For purposes of this section, the failure of the CLIENT to pay C.T. MALE ASSOCIATES within thirty (30) days of receipt of an invoice shall be considered such a substantial failure. In the event of a substantial failure on the part of the CLIENT, C.T. MALE ASSOCIATES, in addition to the right to terminate set forth in this paragraph, may also elect to suspend work until the default in question has been cured. No delay or omission on the part of C.T. MALE ASSOCIATES in exercising any right or remedy hereunder shall constitute a waiver of any such right or remedy on any future occasion. 7. INDEMNIFICATION: CLIENT shall indemnify, defend and hold C.T. MALE ASSOCIATES harmless for any and all loss, cost, expense, claim, damage, or liability of any nature arising from: (a) soil conditions; (b) changes in plans or specifications made by CLIENT or others; (c) use by CLIENT or others of plans, surveys, or drawings unsigned by C.T. MALE ASSOCIATES or for any purpose other than the specific purpose for which they were designed; (d) job site conditions and performance of work on the project by others; (e) inaccuracy of data or information supplied by CLIENT; and (f) work performed on material or data supplied by others, unless said loss was solely caused by C.T. MALE ASSOCIATES’ own negligence. 8. LITIGATION: Should litigation be necessary to collect any portion of the amounts payable hereunder, then all costs and expenses of litigation and collection, including without limitation, fees, court costs, and attorney’s fees (including such costs and fees on appeal), shall be the obligation of the CLIENT. 9. REPLACEMENT OF SURVEY STAKES: C.T. MALE ASSOCIATES, if included in Paragraph A of the Agreement, will provide necessary construction stakes. In instances where it is determined that negligence on the part of the CLIENT or others results in the need for restaking, the cost of such restaking will be billed as an extra to the CLIENT on a time basis. It will be the CLIENT’s responsibility to provide adequate protection of the stakes against his own negligence or the negligence of those working for or with him and against vandalism by others. If staking is ordered by the CLIENT or others prematurely and construction does not take place, it will also be the CLIENT’s responsibility to protect said stakes until such time as construction takes place. 10. MAPPING: Areas obscured by dense vegetation or shadow will be labeled as “DENSE WOODS”, “SHADOW”, or “OBSCURED AREA”. C.T. MALE ASSOCIATES cannot certify as to the accuracies within these areas. Field verification of such area(s) must be undertaken and is not included within the scope of this Agreement unless explicitly stated. 11. OBSERVATION AND TESTING OF CONSTRUCTION, SAFETY: The observation and testing of construction is not included herein unless specifically agreed upon in the Scope of Services as set forth in Paragraph A of this Agreement. It should be understood that the presence of C.T. MALE ASSOCIATES’ field representative will be for the purpose of providing observation and field testing. Under no circumstances is it C.T. MALE ASSOCIATES’ intent to directly control or supervise the physical activities of the contractor’s workmen to accomplish the work on this project. The presence of C.T. MALE ASSOCIATES’ field representative at the site is to provide the CLIENT with a continuing source of information based upon the field representative’s observations of the contractor’s work, but does not include any superintending, supervision, or direction of the actual work of the contractor or the contractor’s workmen. The contractor should be informed that neither the presence of C.T. MALE ASSOCIATES’ field representative nor observation and testing personnel shall excuse the contractor in any way for defects discovered in his work. It is understood that C.T. MALE ASSOCIATES will not be responsible for job or site safety on the project. 12. RESTRICTIONS ON USE OF REPORTS: It should be understood that any reports rendered under this Agreement will be prepared in accordance with the agreed Scope of Services and pertain only to the subject project and are prepared for the exclusive use of the CLIENT. Use of the reports and data contained therein for other purposes is at the CLIENT’s sole risk and responsibility. 13. RISK ALLOCATION: The CLIENT agrees that C.T. MALE ASSOCIATES’ liability for damages to the CLIENT for any cause whatsoever in connection with this project, and regardless of the form of action, whether in contract or in tort, including negligence, shall be limited to the greater of $50,000.00, or C.T. MALE ASSOCIATES’ total fee for services rendered on the project. 14. CLIENT RESPONSIBILITIES: Client shall be responsible for providing all reasonable assistance required by C.T. MALE ASSOCIATES in connection with Services, including, without limitation, any assistance specified in the Proposal. In particular, Client will provide the following: Reasonable ingress to and egress from the Site by C.T. MALE ASSOCIATES and/or its subcontractors and their respective personnel and equipment. Clean, secure, and unobstructed space and areas at the Site for C.T. MALE ASSOCIATES equipment and vehicles or those of C.T. MALE ASSOCIATES’ subcontractors. Information in the possession of Client (including, without limitation, facility and/or Site schematics, engineering drawings and plot plans) detailing the construction of facilities located underground or above ground at the Site that pertain to the stated scope of work or are necessary to assist C.T. MALE ASSOCIATES in performing Services and/or to successfully carry out the project. Prior to any boring, drilling, and/or excavation work being commenced by C.T. MALE ASSOCIATES, the specific location(s) of such work will be provided to Client. Prior to any boring, drilling, excavation or other intrusive subsurface activities on the Site, Client or Client’s representative shall identify any private and public subsurface obstruction or utility that Client or its representative knows or believes to exist at the Site. C.T. MALE ASSOCIATES, at its discretion, may contact the local public utility locator and, if agreed by Client, a private utility locator to determine the existence and location of subsurface obstruction or utilities. Client or Client’s representative will provide C.T. MALE ASSOCIATES with prior approval of each location where C.T. MALE ASSOCIATES will carry-out any intrusive activity on the Site. Client agrees that if C.T. MALE ASSOCIATES or its subcontractor causes damage to a subsurface obstruction or utility that was not properly identified by Client, or marked by the public utility locator or private utility locator, if any, the Client shall indemnify, defend and hold harmless C.T. MALE ASSOCIATES, its officers, directors, employees and independent contractors from and against any and all claims, costs, fines, or other liability arising out of, or in connection with any damage to any such subsurface obstruction or utilities, except to the extent such claims, costs, fines, or other liability are caused by C.T. MALE ASSOCIATES’ negligence or willful misconduct. 15. CONTROLLING LAWS: This Agreement is to be governed by the laws of the State of New York. 16. INSURANCE: C.T. MALE ASSOCIATES shall procure and maintain throughout the period of this Agreement, at C.T. MALE ASSOCIATES’ own cost, insurance for protection from claims under worker’s compensation, temporary disability and other similar insurance required by applicable State and Federal laws. Certificates for all such policies of insurance shall be provided to the CLIENT upon written request. C.T. MALE ASSOCIATES shall not be responsible for any loss, damage or liability beyond the amounts, limits and conditions of such insurance. 17. SUCCESSORS AND ASSIGNS: Neither CLIENT nor C.T. MALE ASSOCIATES shall assign, sublet, or transfer any rights under or interest in (including, but without limitation, moneys that may become due or moneys that are due) this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be restricted by law. 18. MEDIATION: CLIENT and C.T. MALE ASSOCIATES agree to make every effort to resolve all claims, disputes or controversies a rising out of, or in relation to the interpretation, application or enforcement of this agreement through mediation. The parties further agree that the CLIENT will require, as a condition for participation C.T. MALE ASSOCIATES 6/20/2024 in the project and their agreement to perform labor or services, that all contractors, subcontractors, subcontractors and material-persons, whose portion of the work amounts to five thousand dollars ($5,000) or more, and their insurers and sureties shall agree to this procedure. 19. EQUAL EMPLOYMENT OPPORTUNITY: C.T. MALE ASSOCIATES is committed to equal employment opportunity for all persons regardless of race, color, sex, age, national origin, marital status, handicap, or veteran’s status. In striving to eliminate discrimination in the workplace, it is our policy to deal only with sub- contractors, vendors, suppliers, and other affiliates who recognize and support equal employment opportunity and comply with all applicable State and Federal Equal Employment Opportunity laws and regulations including the annual filing of Standard Form EEO-1. 20. NOTICES: All notices called for by this Contract shall be in writing and shall be deemed to have been sufficiently given or served when presented personally and when deposited in the mail, postage prepaid, certified and return receipt requested. Equal Employment Opportunity: C.T. MALE ASSOCIATES shall comply with the applicable provisions of Executive Order 11246, entitled "Equal Opportunity", as amended by Executive Order 11375, and as supplemented in U.S. Department of Labor regulations (41 CFR Part 60). Books and Records: C.T. MALE ASSOCIATES shall maintain accurate records for all work performed under this Agreement. The Village of Croton-on- Hudson, Empire State Development Corporation, New York State, and any of their authorized representatives, shall have access to those records for the purpose of making audit, examination, excerpts, and transcriptions. Said examination of records shall take place in the Latham office of C.T. MALE ASSOCIATES. C.T. MALE ASSOCIATES shall maintain all required records for three years after final payment is received and all other pending matters are closed. Grant Documents: All materials and documents created for this project shall become the property of the Village of Croton-on-Hudson and can be used by the Village throughout the term of the grant and after the grant is over or in the event of any termination of the grant, provided that the Village will use said documents and materials solely for this grant that is the subject of this Agreement. Upon any termination or at the end of the grant, the Village shall have the exclusive right to request copies of all documents from C.T. MALE ASSOCIATES and shall have use over any and all documents created for the grant or used during the grant, again, provided that the Village will use said documents and materials solely for this grant that is the subject of this Agreement. No such materials created for the use of this grant on behalf of the Village of Croton-on-Hudson shall be considered proprietary material.