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2025-652025-65 Resolution Awarding Contract For Annual Maintenance Contract For Rockingham Park Pond At a Regular Meeting of the Town Board of the Town of Wappinger, Dutchess County, New York, held at Town Hall, 20 Middlebush Road, Wappingers Falls, New York, on March 10, 2025. The meeting was called to order by Joseph D. Cavaccini, Town Supervisor, and upon roll being called, the following was recorded: ✓ Vote Record - Resolution RES -2025-65 Yes/Aye No/Nay Abstain Absent Q Adopted ❑ Adopted as Amended Joseph D. Cavaccini Voter Q ❑ ❑ ❑ ❑ Defeated William H. Beale Voter 2 ❑ ❑ ❑ ❑ Tabled Angela Bettina Voter Q ❑ ❑ ❑ ❑ Withdrawn Christopher Phillips Mover Q ❑ ❑ ❑ Al Casella Secondei Q ❑ ❑ ❑ The following Resolution was introduced by Councilman Phillips and seconded by Casella. WHEREAS, the Town of Wappinger has previously entered into a contract with SOLITUDE LAKE MANAGEMENT, LLC to provide monitoring and vegetation control services for the Rockingham Park Pond, and WHEREAS, the Town of Wappinger intends on continuing this service with SOLITUDE LAKE MANAGEMENT, LLC to maintain Rockingham Park Pond, and NOW, THEREFORE, BE IT RESOLVED, as follows: 1. The Town of Wappinger hereby agrees to the contract for Annual Maintenance Services for the Rockingham Park Pond with SOLITUDE LAKE MANAGEMENT, LLC in accordance with the attached proposal in the amount of $4,386.00. 2. The Town Board hereby authorizes the Town Supervisor to execute the contract documents after receipt of the necessary insurance certificates from the vendor. 3. The Town Board hereby authorizes this service to be funded out of B -Fund Balance. 4. The fully executed copy of the contract shall be provided to the Town Clerk for filing in his records. The foregoing was put to a vote which resulted as follows: RESULT: ADOPTED [UNANIMOUS] MOVER: Christopher Phillips, Councilman SECONDER: Al Casella, Councilman AYES: Cavaccini, Beale, Bettina, Phillips, Casella Dated: Wappingers Falls, New York 3/10/2025 The Resolution is hereby duly declared Adopted. P. PAOLONI, TOWN CLERK SERVICES AGREEMENT PROPERTY NAME: Town of Wappinger CUSTOMER NAME: Town of Woppinger SERVICE DESCRIPTION: Annual pond maintenance for Rockingham Pond (1.4 acres) EFFECTIVE DATE: April 1, 2025 through September 30, 2025 SUBMITTED TO: Al Casella, Town of Wappinger SUBMITTED BY: Kevin Locke, Business Development Consultant (New York; New Jersey) THIS SERVICES AGREEMENT (the "Agreement") is effective as of the date indicated above (the "Effective Date"), by and between SOLifude Lake Management, LLC ("SOLitude" or "Company"), and the customer identified above (the "Customer"), in accordance with the terms and conditions set forth in this Agreement. this Agreement supersedes the previous Agreement exeCUted on April 1, 2024 with a Contract Effective Date of April 1, 2024 fhroughsepternber 30, 2024. 1. SERVICES. SOLitude will provide services (the "Services") at the Customer's property in accordance with the Scope of Services attached hereto as Schedule A. 2. MODIFICATIONS.. Any deviation from the requirements and Services outlined in Schedule A involving extra cost of material and labor will result in extra charges. Such additional services will be provided by SOLifucle only upon a Change Order mutually approved by the parties in writing (the "Change Order"). 3, PRICING.. The Customer agrees to pay for the Services, as well as any applicable sales or other foxes, in accordance with the Pricing Schedule attached hereto as Schedule B. Prices are subject to annual increases. SOLitude will notify the Customer in writing (which may be by invoice) of such increases. 4. PAYMENT, Payment is due w4hin thirty (30) days of the invoice date. Any disputes with an invoice or invoices must be brought to the attention of SOLitude by written notice within one hundred and twenty (120) days from the invoice date, otherwise Company will not be liable for any potential credits or adjustments. The parties agree to use good faith efforts to resolve any disputed invoice amounts within thirty (30) days after written notification of a dispute. Disputed amounts shall not affect payment of all undisputed amounts, and Customer agrees to pay alli undisputed amounts owed on any disputed invoice within the applicable due dates. Invoices not paid on or before the invoice due date shall accrue interest charges at a rate of one percent (I%) per month, accruing as of the invoice date, until the time that such amounts are paid in full. Additionally, the Customer is liable for payment of all costs of collection of past due accounts, specifically including, but not limited to, court costs, expenses, and reasonable attorneys' fees. In addition to the compensation paid to SOLifude for performance of the Services, Customer shall reimburse SOLitude for all of the expenses paid or incurred by SOUtude in connection with the Services, including, but not limited to non -routine expenses, administrative fees, compliance fees, or any other similar expense that are incurred as a result of requirements placed on SOLitude by the Customer that are not covered specifically by the written specifications of this Agreement ("Reimbursable Expenses"). Should the work performed be subject to any local, state, or federal jurisdiction, agency, or other organization of authority for sales or other taxes or fees in addition to those expressly covered by this contract, the customer will be invoiced and responsible for paying said additional taxes in addition to the contract price and other fees. 888.480.LAKE (5253) 1 SOLITUDELAKEMANAGEMENTCOM Town of Wappinger, NAV 14407 Annual Maintenance, Rockingham Pond Services Agreement Page 2 of 9 5. TERM AND EXPIRATION, This Agreement shall commence on the Effective Date and shall remain in effect for an initial term of six (6) months (the "Initial Term"). SOLitude reserves the right to increase the amount charged for the Services. Such increase shall be communicated by written notice to the Customer, which notice may be by invoice. Customer may reject any such additional increase by notifying SOLitude in writing within fifteen (15) days of, receiving such price increase notice. 6. TERMINATION. SOLitude may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Customer. Subject to Sec. 7, in the event that this Agreement is terminated for'any reason prior to the end of the Term, Customer agrees to pay SOLitude, in addition to all other amounts owed, an early termination fee of fifty percent (50%) of the remaining value of the Agreement (the "Early Termination Fee"), The Early Termination Fee is not a penalty, but rather a charge to compensate SOLitude for the Customer's failure to satisfy the Agreement in which the Customer's pricing plan is based. 7. TER66INATION FOR CAUSE.If SOLitude fails to materially perform pursuant to the terms of this Agreement, Customer shall provide written notice to SOLitude specifying the default. If SOLitude does not cure such default within forty-five (45) days of SOLitude's receipt of Customer's written notice, Customer may terminate this Agreement, in whole or in part, for cause. The Company, in case of such default, shall be entitled to receive payment only for work completed prior to said default, so long as the total paid hereunder does not exceed the contract sum. Either party may terminate this Agreement immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 8. INSURANCE. SOLitude will maintain general liability and property damage insurance as necessary given the scope and nature of the Services. A certificate of insurance will be issued to Customer, upon request. 9. 1NDEMNIFIC61ION; LIMITr+TIQU OF LIABII ITS'. THE CUSTOMER AGREES THAT THE WORK PROVIDED UNDER THIS AGREEMENT IS NOT TO BE CONSTRUED AS INSURANCE, OR AS A COVENANT, GUARANTEE, WARRANTY, OR PROMISE OF ANY KIND THAT THE CUSTOMER IS IN COMPLIANCE WITH ANY LEGAL GUIDELINES OR REQUIREMENTS, COMPANY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY REGARDING THE PRACTICES AND OPERATIONS OF THE CUSTOMER, AND BEARS NO RESPONSIBILITY OR LIABILITY FOR WHETHER THE CUSTOMER CARRIES OUT THE RECOMMENDATIONS MADE BY COMPANY AND IN NO EVENT WILL COMPANY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, OR ECONOMIC DAMAGES. THE CUSTOMER SHALL INDEMNIFY AND HOLD COMPANY HARMLESS FROM AND AGAINST ALL CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, AND ATTORNEYS' FEES OR COSTS BROUGHT BY ANY THIRD PARTIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR BY FAILURE OF THE CUSTOMER TO ACT IN ACCORDANCE WITH ANY LEGAL REQUIREMENTS IN CONNECTION WITH THE SERVICES DESCRIBED IN SCHEDULE A. COMPANY SHALL NOT BE LIABLE FOR ANY DELAY W PERFORMING THE SERVICES, NOR LIABLE FOR ANY FAILURE TO PROVIDE THE SERVICES, DUE TO ANY CAUSE BEYOND ITS REASONABLE CONTROL. COMPANY WILL BE RESPONSIBLE FOR ONLY THOSE DAMAGES, CLAIMS, CAUSES OF ACTION, INJURIES, OR LEGAL COSTS CAUSED BY ITS OWN DIRECT NEGLIGENCE OR MISCONDUCT, BUT THEN ONLY TO AN AMOUNT NOT TO EXCEED THE ANNUAL FEES CHARGED UNDER THE AGREEMENT. 10. CONFIDENTIAL. INFORMATION. "Confidential Information" means any information disclosed by one party ("Discloser") to the other party ("Recipient"), either directly or indirectly, in writing, orally, or by inspection of tongible objects, other than information that the Recipient can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure; f ii) becomes publicly known and made generally available after disclosure other than through Recipient's action or inaction; or (iii) is in Recipient's possession, without confidenfiality restrictions, at the time of disclosure by Discloser as shown by Recipient's files and records immediately prior to the 888.480.LAKE (5253) 1 SOLITUDEL.AKEMANAGEMENT.COM Town of Woppinger, NAV 14407 Annual Maintenance, Rockingham Pond Services Agreement Page 3 of 9 time of disclosure. Recipient shall not at any time (a) disclose, sell, license, transfer, or otherwise make available to any person or entity any Confidential information, or (b) use, reproduce, or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential information is disclosed to Recipient or as required by applicable law. Recipient agrees to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain the property of Discloser, and all documents, electronic media, and other tangible items containing or relating to any Confidential Information shall be delivered to Discloser immediately upon the request of Discloser. Notwithstanding the foregoing, if Recipient is required by low, regulation, subpoena, government order, regulatory agency order, judicial order, or other court order to disclose any Confidential Information, Recipient shall give the Disclosing Party timely and lawful written notice of such a requirement prior to such disclosure, and shall reasonably and lawfully cooperate with the Disclosing Party to seek a protective order, confidential treatment, or other appropriate measures for such Confidential Information, 11. FORCE M6JLURE, The Company shall not be liable for any delay in performing the Services, nor liable for any failure to provide the Services, due to any cause beyond its reasonable control. 12. RIGHT TO SUBCONTRACT. The Company, in its sole discretion, may subcontract or delegate to an affiliate or third party any of its duties and obligations hereunder. 13. FUEUTRANSPORTATION SURCHARGE Like many other companies that are impacted by the price of gasoline, a rise in gasoline prices may necessitate a fuel surcharge. As such, the Company reserves the right to add a fuel surcharge to Customer's invoice for any increase in the cost of fuel as measured above the same time period in the prior year (by the National U.S. Average Motor Gasoline -Regular Fuel Price per Gallon Index reported by the U.S. Deportment of Energy). The surcharge may be adjusted monthly (up or down) with the price of gasoline. 14. ANTI-�;QRRUPTION AND BRILFRY, Each party represents that neither it nor anyone acting on its behalf has offered, given, requested or accepted any undue financial or other advantage of cny kind in entering into this Agreement, and that if will comply with all applicable laws and regulations pertaining to corruption, competition and bribery in carrying out the terms and conditions of this Agreement. 15. E -VERIFY. SOLitude utilizes the federal E -Verify program in contracts with public employers as required by Florida State low, and acknowledges all the provisions of Florida Statute 448.095 are incorporated herein by reference and hereby certifies it will comply with the same. 16. QQVERNING LAW. Except for the Mandatory Arbitration Clause in Section 17 of this Agreement, which is governed by and construed in accordance with the Federal Arbitration Act, this Agreement shall be governed by, and construed in accordance with, the Icws of the state in which the Services are performed. 17. MANDATORY ARBITRATION. Any claim, dispute or controversy, regarding any contract, tort, statute, or otherwise ("'Claim"), arising out of or relating to this Agreement or the relationships among the parties hereto shall be resolved by one arbitrator through binding arbitration administered by the American Arbitration Association ("AAA"), under the AAA Commercial or Consumer, as applicable, Rules in effect at the time the Claim is filed ("AAA Rules"). Copies of the AAA Rules and forms can be located at www.adr.org, or by calling 1-800-778-7879. The arbitrator's 888.480.LAKE (5253) 1 SOLITUDELAKEMANAGEMENTCOM Town of Wappinger, NAV 14407 Annual Maintenance, Rockingham Pond Services Agreement Page 4 of 9 decision shall be final, binding, and non -appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. This clause is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator's award; any such suit may be brought only in Federal District Court for the District in which the services were performed or, if any such court locks jurisdiction, in any state court that has jurisdiction, The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbifrability, enforceability or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable. Venue for arbitration hereunder shall be within the state where the customer's property, that is the subject of the services provided, is located, 18. ASSIGNLdENT, The Company may assign this Agreement to a related or affiliated entity upon written notice to the Customer. 19. NOTICES. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be directed to the individuals and addresses listed in the signature block, Notices sent in accordance with this Section shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third (3rd) business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, 20. DISCLAIMED. SOLitude is not responsible for the failure of any treatment, equipment installation, or other work that may result from dam or other structural failures, severe weather and storms, flooding, or other acts of God that are outside of the control of SOLitude. Customer understands and acknowledges that there are irrigation restrictions associated with many of the products used to treat lakes and ponds. The Customer is responsible for notifying SOLitude in advance of the contract signing and the start of the Agreement if they utilize any of the water in their lakes or ponds for irrigation purposes, The Customer accepts full responsibility for any issues that may arise from the irrigation of turf, ornamentals, trees, crops, or any other plants as a result of treated wafer being used by the Customer for irrigation without the consent or knowledge of SOLitude. Although there is rarely direct fish toxicity with the products used for treatment when applied at the labeled rate, or the installation and normal operation of the equipment we install, there is a risk under certain circumstances of significant dissolved oxygen drops, This risk is most severe in times of extremely hot weather and warm wafer temperatures, as these are the conditions during which dissolved oxygen levels are naturally at their lowest levels. Oftentimes, lakes and ponds will experience natural fish kills under these conditions even if no work is performed. Every effort, to include the method and timing of application, the choice of products and equipment used, and the skill and training of the staff, is made to avoid such problems. However, the Customer understands and accepts that there is always a slight risk of the occurrence of adverse conditions outside the control of SOLitude that will result in the death of some fish and other aquatic life, The Customer also understands and accepts that similar risks would remain even if no work was performed. The Customer agrees to hold SOLitude harmless for any issues with fish or other aquatic life which occur as described above, or are otherwise outside the direct control of SOLitude, unless there is willful negligence on the part at SOLitude, 27. BINDING. This Agreement shall inure to the benefit of and be binding upon the legal representatives and successors of the parties. 888.4801AKE (5253) 1 SOLITU DELAKE MANAGEMENT. COM Town of Wappinger NAV 14407 Annual Maintenance, Rockingham Pond Services Agreement Page 5 of 9 22. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and replaces any prior agreements or understandings, whether in writing or otherwise. This Agreement may not be modified or amended except by written agreement executed by both parties, In the event that any provision of this Agreement is determined to be void, invalid, or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected. 23. SEVE,RABILNTY, If any part of this Agreement is held to be invalid or unenforceable for any reason, the remaining Terms and Conditions of this Agreement shall remain in full force and effect. By signing below, the parties agree to be bound by the terms and conditions of this Agreement and any accompanying schedules as of the Effective Date. ACCEPTED AND APPROVED: SOLITUDE LAKE MANAGEMENT, LLC. Signature: Printed Name: Title: Date: Please Remit All Payments to: SOLitude Lake Management. LLC 1320 Brookwood Drive Suite H Little Rock AR 72202 Please Mail All Notices and Agreements to: SOLitude Lake Management, LLC 1253 Jensen Drive, Suite 103 Virginia Beach, VA 23451 TOWN OF WAPPINGER Signatur la Printed Name: Title* -1-111. A. ........ Date: 3blr'�- - Customer's Address for Notice Purposes: 888.480,LAKE (5253) d SOLITUDELAKEMANAGEMENTCOM Town of Wappinger, NAV 14407 Annual Maintenance, Rockingham Pond Services Agreement Page 6 of 9 111mr, �"1011 W111 11 SCHEDULE A —.SCQPE OF SERVICES A SOLitude Aquatic Specialist will visit the site and inspect Rockingham Pond (1.4 acres) one time (lx) per month from April 1, 2025 through September 30, 2025, Monitorilja,.- I . Observations and data collected during the inspections will be used to inform and guide all activities required to fulfill the requirements of this contract as specified in the description of services below. A-Q.ugfic We Control: 1. Any growth of undesirable aquatic weeds and vegetation found in the pond(s) with each inspection shall be treated and controlled through the application of aquatic herbicides and aquatic surfactants as required to control the specific varieties of aquatic weeds and vegetation found at the time of application, 2. Invasive and unwanted submersed and floating vegetation will be treated and controlled preventatively and curatively each spring and early summer through the use of systemic herbicides at the rate appropriate for control of the target species. Application rates will be designed to allow for selective control of unwanted species while allowing for desirable species of submersed and emergent wetland plants to prosper, ShoLQI!Ijp. Weed Confr " I Shoreline areas will be inspected for any growth of cattails, phragmites, or other unwanted shoreline vegetation found within the pond areas shall be treated and controlled through the application of aquatic herbicides and aquatic surfactants as required for control of the plants present at time of application, Algae Control: 1. Any algae found in the pond(s) with each inspection shall be treated and controlled through the application of algaecides, aquatic herbicides, and aquatic surfactants as needed for control of the algae present at the time of service. New York State Wetland Permittin 1. SOLitude staff will be responsible for the following: a. It has been determined in the post by SOLitude Lake Management that your waferbody does not fall within a regulated wetland or its associated buffer based on the information available on the New York State Department of Environmental Conservation (NYSDEC) Environmental Resource Mapper. b. The Environmental Resource Mapper is "NO LONGER" the definitive source of wetland boundaries. Just because zones are not mapped does not guarantee they are not classified as wetlands and cannot be assumed that an Article 24 permit is not required. 2. To determine if an Article 24 Permit is necessary, SOLitude Lake Management will submit a Jurisdictional Determination (JD) to the NYSDEC. a. This submission will take place on an online portal. 888.480.LAKE (5253) 1 SOLITUDELAKEMANAGEMENTCOM Town of Wappinger NAV 14407 Annual Maintenance, Rockingham Pond Services Agreement Page 7 of 9 b. Some sites may require on site determination, others may be determined through available online resources. c. Determination review process will fake a minimum of 90 days. d. Once a jurisdiction is decided, it will be valid for 5 years. i. After 5 years, another JD will have to be submitted. e. If the determination is that the waterbody falls within a regulated wetland or buffer, an Article 24 permit will be required to apply herbicide. i. If requested, anew proposal for the work required to submit an Article 24 permit can be sent to you. ii. Once an Article 24 permit is prepared and submitted, review times can vary from 6 - 24 months. MMEOMME91 1, SOLitude staff will be responsible for the following: a, Completing and submitting the NYSDEC Article 15 aquatic pesticide permit required to perform any work specified in this contract where applicable. b. Filing of any notices or year-end reports with the approp6ate agency as required by any related permit. c. Notifying the Customer of any restrictions or special conditions put on the site with respect to any permit received, where applicable. d. Completing and submitting the NYSDEC Article 24 Wetlands Permit, if required by NYSDEC as a result of a WETLAND POSITIVE Jurisdictional Determination status, will be subject to an additional fee. A separate contract will be sent to the client, if required. Customer Re5poL)511ailiti 1. Customer will be responsible for the following: a. Providing information required for the permit application process upon request, b. Providing Certified Abutters List for abutter notification where required. c. Perform any public filings or recordings with any agency or commission associated with the permitting process, if required. d, Compliance with any other special requirements or conditions required by the local municipality. e. Compliance and enforcement of temporary wafer -use restrictions where applicable. Service R2l2orling� 1. Customer will be provided with a service report detailing all of the work performed as part of this Agreement after each visit. 888.480,LAKE (5253) 1 SOLITUDELAKEMANAGEMENT.COM Town of Wappinger, NAS 14407 Annual Maintenance, Rockingham Pond Services Agreement Page 8 of 9 General Qualifications: I . Company is a licensed pesticide applicator in the state in which service is to be provided. 2, Individual Applicators are Certified Pesticide Applicators in Aquatics, Public Health, Forestry, Right of Way, and Turf/Ornamental as required in the state in which service is to be provided, 3. Company is a SePRO Preferred Applicator and dedicated Steward of Wafer. Each individual applicator has been trained and educated in the water quality testing and analysis required for prescriptive site-specific water quality management and utilizes an integrated approach that encompasses all aspects of ecologically balanced management. Each applicator has received extensive training in the proper selection, use, and application of all aquatic herbicides, algaecides, adjuvants, and water quality enhancement products necessary to properly treat our Customers' lakes and ponds as part of an overall integrated pest management program. 4. Company guarantees that all products used for treatment are EPA registered and labeled as appropriate and safe for use in lakes, ponds, and other aquatic sites, and are being applied in a manner consistent with their labeling. 5. All pesticide applications made directly to the water or along the shoreline for the control of algae, aquatic weeds, or other aquatic pests as specified in this Agreement will meet or exceed all of the Company's legal regulatory requirements as set forth by the EPA and related state agencies for NPDES and FIFRA. Company will perform treatments that are consistent with NPIDES compliance standards as applicable in and determined by the specific state in which treatments are made. All staff will be fully trained to perform all applications in compliance with all federal, state, and local low. 6. Company will furnish, the personnel, vehicles, boats, equipment, materials, and other items required to provide the foregoing at its expense. The application method and equipment (boat, ATV, backpack, etc.) used is determined by our technician at the time of the treatment to ensure the most effective method is provided for optimal results. 888,480.LAKE (5253) 1 SOLITU DELAKE MANAGEMENT. CO M Town of Wappinger, NAV 14407 1Y, Annual Maintenance, Rockingham Pond Services Agreement Page 9 of 9 SCHEDULE B - PRICING SCHEDULE Total Price: $4,386.00 Invoice Amount: $731.00 Inv6ce Frequency', Monthly (April 2025 through September 2025) 888.480.LAKE (5253) � SOLITUDELAKEMANAGEMENT.COM