Greystone-Award Contract To Prepare Master PlanRESOLUTION NO. 2002-249
RESOLUTION AUTHORIZING THE AWARD OF A CONTRACT TO PREPARE
THE MASTER PLAN FOR THE GREYSTONE ESTATE
At a regular meeting of the Town Board of the Town of Wappinger, Dutchess County,
1-� 1-11
New York, held at Town Hall, 20 Middlebush Road, Wappingers Falls, New York, on the 91h day
of September, 2002, at 7:30 P.M.
The meeting was called to order by Joseph Ruggiero, Supervisor, and upon roll being
I
called, the following were present:
PRESENT: Supervisor -
Councilmen -
Joseph Ruggiero
Robert L. Valdati
Vincent F. Bettina
Joseph P. Paolom
Christopher J. Colsey
The following Resolution was introduced by Mr. Valdati
Mr. Colsey
and seconded by
WHEREAS, the Town of Wappinger owns a 99 -acre estate property located on Wheeler
Hill Road in the Town of Wappinger, commonly known as "Greystone Estate"; and
WHEREAS, the Town of Wappinger desires to investigate development opportunity for
the "Greystone Estate" and develop a Master Plan for its use; and
WHEREAS, J. Kenneth Fraser and Associates, PE, LS, LA, P.C., 22 High Street,
Rensselaer, New York 12144, has submitted a contract proposal dated May 10, 2002 to prepare a
Comprehensive Master Plan for the development of the Greystone Estate; and
0:1WAPPINGE1Town Board\RESOLUTION\Greystone-AwardK.doc
WHEREAS, Resolution No. 2002 - 172 was previously adopted on May 28, 2002
retaining J. Kenneth Fraser and Associates to prepare applications for grant funding pursuant to
the Scope of Services 1.1 of the May 10, 2002 proposal at a total cost not to exceed Twenty Five
Thousand Dollars ($25,000.00).
NOW, THEREFORE, BE IT RESOLVED, as follows:
1. The recitations above set forth are incorporated in this Resolution as if fully set
forth and adopted herein.
2. J. Kenneth Fraser and Associates, PE, LS, LA, P.C., doing business at 22 High
Street, Rensselaer, New York 12144 is hereby awarded the contract to prepare a
Comprehensive Master Pian for the Greystone Estate in accordance with the Proposal for
Professional Services dated May 10, 2002 at a cost not to exceed Two Hundred and Seventy
Two Thousand and Eight Hundred Dollars ($272,800.00).
3. Supervisor Joseph Ruggiero is hereby authorized and directed to sign the Contract
on behalf of the Town the Contract Agreement and the Standard Terms and Conditions of
Agreement, which are annexed hereto and approved by Albert P Roberts, Attorney to the Town
of Wappinger.
The foregoing was put to a vote which resulted as follows:
JOSEPH RUGGIERO, Supervisor Voting Afire
ROBERT L. VALDATI, Councilman Voting Aye
VINCENT F. BETTINA, Councilman Voting Aye
JOSEPH P. PAOLONI, Councilman Voting Aye
CHRISTOPHER J. COLSEY, Councilman Voting Aye
0:MAPPINGEITown Board1RESOLUTIONIGreystone-AwardK.doc
Dated: Wappingers Falls, New York
September 9, 2402
The Resolution is hereby duly declared adopted.
GLO J. MORSE, ERK
f
OAWAPPINGE\Town Board\RESOLUTION\Greystone-AwardK..doc
RECEIVED
CONTRACT AGREEMENT SEP 2 7 2002
Draft Four TOWN CLERK
This is an Agreement made as of May 16, 2002, between the Town of Wappinger, NY which is a Municipality (hereinafter called the CLIENT), and J. Kenneth
Fraser and Associates, PE, LS, LA, P.C., which is a Professional Corporation registered in New York State, and which is authorized to do business within the
Crmmonwealth of Massachusetts, State of Vermont and the State of Florida (hereinafter called JKF).
A. CLIENT and JKF, for the mutual consideration hereinafter set forth, agree as fellows: provide the Scope of Services relative to the Greystone Estate
contained in the May 10, 2002 proposal. That Scope of Services is amended to and made part of this agreement.
B. CLIENT agrees to pay JKF as compensation for services the Lump sum fee identified in the Compensation section of the May 10, 2002 proposal.
1. CLIENT, Monthly invoices will be issued to CLIENT indicating the total percentage of completion, amount of previous billings and amount of currer
invoice.
2. Fees and other charges will be invoiced monthly. The amount of each invoice shall be due at the time of billing. When hills are not paid within 30
days, a late payment service charge will be charged on any unpaid balance at the. rate of 1.5% compounded monthly or the highest rate allowable
under applicable State law.
3. In the event any invoice or portion thereof is disputed by CLIENT, CLIENT shall notify JKF in writing within 20 days of receipt of the invoice in
question. Such written notice shail clearly indicate the portion of the invoice the CLIENT disputes and shall include a reasonably detaiied
explanation of the reasons for the dispute. Undisputed portions of the invoice shall be payable as provided in this Paragraph B. CLIENT and JKF
shall work together to resolve CLIENTS dispute within 60 days of its being called to .JKF's attention. If the resolution indicates that JKF is entitled
to be paid ail or any portion of such disputed amount, then such amount shall be due and payable within ten days after resolution of the dispute. A
service charge on the portion of the invoice to be paid will be added at the rate provided on this Contract Agreement, computed from the eleventh
day after the date of the resolution. If resolution of the dispute is not attained within such 60 days, either party may terminate this Contract
Agreement in accordance with conditions indicated in Paragraph 6 of Standard Terms and Conditions of Agreement_
4. If CLIENT. for any reason, fails to pay the undisputed portion of JKF's invoices within 30 days of presentation and fails to pay disputed portions of
JKF's invoices within W days of CLIENT's documentation of such dispute pursuant to Paragraph 8.3, then JKF shaft cease work on the Project_ !r
the event the Project is re -mobilized, CLIENT shall pay the cost of re -mobilization and shall re -negotiate appropriate contract terms and conditions
such as those associated with budget, schedule or scope of services.
5. Dispute Resolution Procedures: The following procedures shat( be used to resolve any controversy or claim ("dispute")_ If any of these provisions
are determined to be invalid or unenforceable, the remaining provisions shall remain in effect and binding on the parties to the fullest extent
permitted by law.
Arbitration. !f a dispute has not been resolved within 9C days after the written notice beginning the mediation process (or a longer period, if the
parties agree to extend the mediation), the mediation shall terminate and the dispute shall be settled by arbitration. The arbitration wilt be
conducted in accordance with the procedures in this document and the Rules for Non -Administered Arbitration of the CPR Institute for Dispute
Resolution ("Rules") as in effect on the date of the engagement letter, or such other rules and procedures as the Parties may designate by mutual
agreement. In the event of a conflict, the provisions of this document wiii :ontrol.
The arbitration will be conducted before a pane! of three arbitrators, two of whom are to be designated by the parties from the CPR Paneis of
Distinguished Neutrals using the screened selection process provided in the Rules. Any issue concerning the extent to which any dispute is
subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of
these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential
arbitrator shall be appointed unless he or she has agreed in writing to abide and be bound by these procedures.
r
The arbitration panel shall have no power to award non -monetary or equitable relief ;,f any sort. It shall also have no power to award (a)
damages inconsistent with any applicable agreement between the parties or (b) punitive damages or any other damages not measured by the
prevailing party's actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum_ In no
event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitration panel have power to make an award e -
impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction_
Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authored by the arbitration pane! upon a
shcw!ng of substantial need by the party seeking discovery.
Ali aspects of the arbitration shall be treated as confidential- The parties and the arbitration panel may disclose the existence, content or
results of the arbitration only as provided in the Rules, Before making any such disclosure, a party shall give written notice to all other parties aria
shall afford such parties a reasonable opportunity to protect their interests.
The result of the arbitration will be binding on the parties, and judgment on the arbitration award may be entered in any court having
iurlsdlcticn.
C. CLIENT shall furnish the following: reports, maps and other data applicable to the project site_
D. This Agreement includes the Standard Terms and Conditions, Consisting of two pages dated Dec 199 1, shown on the back of this document (or
I attached hereto,) and 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 helshe 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.
AGREED TO:
Town of Wacmincier
(Client's Name)
By�
(Aut riz d SignareJDate) ty
Title..
AGREED TO:
J Kenneth Fraser and Associates. RE, LS. LA, P.C.
Dec. 199I
J. KENNETH FRASER AND ASSOCIATES, PE, LS, LA, P.C. (JKF)
CONSULTING ENGINEERS AND LAND SURVEYORS
STANDARD TERMS AND CONDITIONS OF AGREEMENT
I_ EXTRA WORK: Ex}ra work .shall include, but not be limited to, additional office or lield work caused by policy or procedural changes or governmental
agencies, changes in Ill,: project, and work necessitated by any ofthe czuses descrthcd to Paragraph = hereof. All extra work to be authorized by CLIENT in writing
prior to commencement by JKF.
2, OWNERSHIP OF DOCUMENTS: All tracings. spccilications. computations. survey notes and other original documents as instruments ofserice are and
shall remain the property cfJKF unless otherwise prayided by law. CLIENT slm:tl I not use such items on other projects without JKFs prior written consent. JKF shall
not release data without authorization.
3. LINIITATIOtN S OF COST ESTINIATES: Any estimate oftha 4ost of the project or any part thereof is not to be construed. nor is it intended_ as a guarantee
ofthe total cost.
4. APPROVAL OF WORK: The work performed by JKF sha[i 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 in incomplete or defective.
5. DELAY: Amv delay, default. ortertnination in or ofthe performance of any obligation of JKF under this Agreement caused directly or indirectly by strikes,
accidents, acts of God, shortage or unavailability of labor. materials, power or transportation through non -nal commercial channeis. failure of CLIENT or CLIENT's
agents to furnish fnfbnnation or to approve or disapprove JKF's work promptly, late. slow or faulty performance by CLIENT, other contractors or governmental
agencies. the performance ofwhose work is precedent to or concurrent with the perfonmtance of JKFs work, orany other acts ofthe CLIENT orally other Federal, State.
or local government agency, or any other cause beyond JKFs reasonable control, shall not be deemed a breach of this Agreement. The occurrence of anv such event
shall suspend the obligations of JKF as long as performance is delayed or prevented thereby, and the fees due hereunder shall be equitably adjusted.
6. TEIUMINATION: The obligation to provide further services under this Agreement may be terminated by either party upon seven (7) days written notice in
the event of substamtial failure by the other party to perforin in accordance with the terms hereof through no fault of the terminating party. In the event of any
tennination, JKF shall be paid for all services rendered to the date oftermination. as well as for all reimhursable expenses and termination expenses For purposes of
this section, the failure ofthe CLIENT to pay.fKF pursuant to paragraphs B.2_ B.3 and B.4 shall be considered such a substano.0 failure. [n the event ofa substantial
failure on the part ofthe CLIENT_ JKF. in addition to the right to tennutate set forth in this paragraph. may also elect to suspend work until the default in question
has been curcd. No delay or omission on the part ofJKF in exercising nny right or remedy hereunder shall constitute a waiver ofany such right or remedy on any future
occasion.
INDENI1TFICATION : CLIENT shall indemnity. defend and hold SKF Itarnnless for anv and all ions_ ws expense, claim. damage, or liability ofam nature
arisingfrom: (a) soil conditions: (b) changes in plans orspecifications made by CLIENT or others: (c) use by CLIENT or others ofplans, surveys, or drawings unsigned
by JKF or for any purpose other than the specific purpose for which they were designed. (d) joh site conditions and performance ofwork on the project by others: (e)
inaccuraev of data c information supplied by CLIENT: and (1) work perl'onned o material or data supplied by others_ unless said loss was soiely caused by JKFs
own negligence.
S. ATTORNEY FEES: The Prevailing Party in any dispute arising out of this Contract
shall be entitled to a recovery on any reasonable attorney's fees and costs incurred
9. `tjSn by the Prevailing Party.
10. VACANT
11. 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 ofthe CLIENT. Use ofthe reports and data contained therein
for other purposes is at the CLIENT's sole risk and responsibility. -
rr
12. LIMITS OF PROFESSIONAL LIABILITY: JKF is also prnlected by Professional Liability insurance. The CLIENT agrees to limit JKFs professional
Iiabilitvand requirea like limitation fiom any contractor orsubcontractorwho perfonns workforwhich JKFhasprovided reports, plans and specificablons to an amount
of 550,000 or the total compensation. whichever is greater. If the CLIENT prefers not to limit JKF's professional liability to this sum, JKF will waive this limitation
upon the CLIENT's wrinen request and will agree to increase the linmitation ofpro[iessionnI liability (suhiectto standard exclusions) for hazardous materials contained
in professional liability insurance policies issued by Design Professionals fnsurance Company to a maxirlum limit of 51,000,000. provided that the CLIENT agrees
to pay for this waiver an additional consideration offive (5) percent increase fn time total compensation. The request for this option must be made at or before the time
the contract between CLIENT and JKF is finalized.
13. CONTROLLIIG LAWS: This Agreement is to be governed by the laws orthe State ofNcw fork.
14. INSUT A\ CI:: JKF shall procure and maintain throughout the period ofthis agreement. atJKFs own cost_ insurance for protection from claims under worker's
compensation. temporary disability and other similar insurance required by applicable State and Federal laths. Certificates forall such policies ofinsurance shall be
providedto the CLIENT upon written request. JKFslmall not be resportsihia for am, loss. dartmage or liability beyond the amounts. limits andconditions ofsuch
insurance.
Dec 1991
Nei tha- C 1,11: N'I" no r.1 KFf Im I I assig] I- atdr I .I, or tra nst�ranv ri ghLs under or imer-Qst in ( i ncl udi ng, but withou t I un ilat ion,
mcnevs that rrias, hee:ome due or inonc%s that are due) this A grcenicni %% ithout the ie %\�' I Itell consent of, the other. e%cepk to the e \tent that any assignment. suh I ening or
trairsier is inandacd b.% Jaw or the etle,:l OfthiS limitation ntaw Ile he kM
' 16 CONSTRUCTION REVIEW SERVI[CrS: CIJENT thatconstrucuoTi re% icwv is a vital element cornplete service, provided to
minunize problem,,; during construction by permitting detection ol'an&or rapid rcSrOuNc to UTIalitiCipated or changed conditions, or errors or ontissions corrulnued bv
dcsign professionals. contractors, materials providers or ethers. 'I'lie CLIENT also recognizes that no party is as intimatolyfamiliar wiflir JKF's intents asJKFandIhose
that JKF prepares for and assigns to reviewing tasks. Accordingly, clic client agrees to retain JKF to review construction. and JKF agrees To assign to the reviewing
lunction persons qualiEed to observe and report oil construction ofJKl: rcconinienda6ons, plans and specifications, and the quality of work performed by contractors.
et al. The CLIEN"Frecognizes that consiruction revicky is a tecluliquo Linploved to muninizz the nkt)fprobleins:iri.singdLiriiigeonstruction: that construction review
by JKF is not insurance, and does not ¢onsOwte a %varranty or guarantee ofan.v type. In all cases, contractors, et al. (that is, the general contractor, subcontractors,
subsu bcon tractors. material -persons and others) shall retrain rcsponsibilit.v for the cltnility of their wwork and for adhering to plans and specifications.
Should the CLIENT' for arivreason not retain JKF to r,!viev, constni c6on ors I iou I d the C LI E',T unduly restrict JKF assignment otipersonnei to review con.s1ruction,
or shou I d JKF UL the direction of the C IA ENT for any reason net perlonii construction review during the Ili II period of conSMICti on. JKF shall not have the ability to
perforTn a complete service. In such a case, the CLIENT waives any claim against IKF. and agrees to indeniniN, defend and hold JKF harmless from any claim or
liabililyfar injuryorloss irisingfiront problems during construction that t a I lcge dl.v I-C.SUIL frOln findings, conclusions, recommendations, plans or specifications developed
by JKF. The CLIENT also agrees to compensate JKF for any time spent and even -S incurred by JKF in defense oCany such claim, with such compensation to be
based upon JKF prevailing fee schedule and expense reimbursement policy.
17. HAZARDOUS MATERIALS: In the event that unanticipated potentially hazardous materials (e.g.. asbestos, gasoline. 11"I oil. etc.) are encountered during
the course of JKF's work, the CLIENT agrees to negotiate a revision to the scope of services (including the retention of outside hazardous materials specialists and
indemmficrition ofJKF from any claim associatedwvititsern~ices related to hazardous materials which are excluded from JKF's professional liability insurance policy)
and adjust the tennis and conditions ofthe contract. The CLIENT %cognizes and accepts that the property owner (i.e., typically the CLIENT) is legally responsible
for the proper handling and disposal of hazardous materials If a mutuldly satisfactory agreement cannot he reached bctwween both parties. the contract shall, be
terminated, and the CLIENT agrees to pay JKF for 311 services rendered kip to the date ofiermination. includingary costs associated with termination.
18. RIGIrIT OF ENTRY: The CLIENT will provide right ofentrry for JKF staff: subcontractors and all necessary equipment in order to complete the work. JKF
will take all reasonable precautions to minimize damage to the property. It is understood by the CLIENTIhat in the normal course of%vorksorne damage may occur,
the correction of"hich is not pare ofthis Agreement.
19. STANDARD OF CARE: Service perforined by JKF under this Agreement will be conducted in a manner with the leve! of care and skid ordinw-ily exercised
by members ofthe professions currently practicing under similar conditions. No other warranty. express or implied, is made.
20. RENOVA,rioN/REFfAiiii,i'rA,rioN oi, EXISTING BUILDINCS: Where the work involves remodeling arid/or rehabilitation ofan existing building,
CLIENT agrees that certain aSsomptions vrius: be made regarding existing conditions, and because Some OfdleSC :BSUluptions inay not be verifiable withOlIteNtlending
additional sums of moliev, or destroying otherwise adequate or serviceable poilions, ofthe structure. CLIENTagrees that, except for negligence on the part of JKF.
CLIENT will hold harmless.. irdeniniflv and defend JKF fioni and against an.%' and all claims arising out ofthe professional services provided under this paragraph.
21. SEVERABILITY:: Tfan ' v poTtion of these "Standard I-trins arid Conditions ot`Ageenicnt" or ol'dre Proposal for Service% for this project shall for arly ;-Lnson
be deerned invalid or tulenforc-mble–SUCh a daten-nination shall not alfect the other provisions Orlhis Agrceinent and the Agreement shaid be construed in all respects
as though stick invalid or unenforceable provision or provisions were omitted.
22. NOTICES: All notices called for liv this C,intract shall be in writing .reed s Jafl be deemed to IJaV0 been tiuffiiciekulv giver or served when presented personally
and when deposited in dw mail. postage propaid, certified and relum receipt rotlucsi[Cd, addressed :is IbHov,s:
AG,
J. ,B'EE'N � FPI�*ASER AND ASSOCIATES. PE. LS. LA. F.C.
22 High Street
Rensselaer, New Vork 12 144
Title:
AGREED
TOWN 01: J813INGFIZ
20 Middlebush Road
Wappingers Falls. NY 12590
B 1,0
Title: