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2013-1432013-143 Resolution to Authorize the Town Supervisor to Execute Agreement for Professional Services with Walters-Stork Design Group (WSDG) for Acoustic Consulting Services 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 May 28, 2013. The meeting was called to order by Barbara Gutzler, Supervisor, and upon roll being called, the following were present: PRESENT: Supervisor Councilmembers _ Barbara Gutzler - William H. Beale (arrived at 7:34 PM) Vincent F. Bettina Ismay Czarniecki Michael Kuzmicz ABSENT: The following Resolution was introduced by Councilman Bettina and seconded by Councilwoman Czarniecki. WHEREAS, the Town is in need of acoustic consulting services in connection with noise monitoring of the construction project at the NYC DEP Shaft 6 B site in Chelsea Hamlet; and WHEREAS, Walters-Storyk Design Group (WSDG) has been determined to be a qualified acoustical engineering firm capable of providing such acoustic consulting services; and' WHEREAS, the Town Board hereby approves WSDG as a qualified acoustic consulting services firm and hereby authorizes the Town Supervisor to execute the "Agreement for Professional Services" with WSDG for acoustic consulting services as hereinafter provided. NOW, THEREFORE, BE IT RESOLVED: 1. The recitations above set forth are incorporated in this Resolution as if fully set forth and adopted herein. 2. The Town Board hereby agrees to authorize the Town Supervisor to execute the "Agreement for Professional Services" for acoustic consulting services with WSDG in substantially the same form as attached hereto. 3. The Supervisor and the Attorney to the Town are further directed and authorized to negotiate the "Terms and Conditions" of the attached Agreement to better define eligible "reimbursables", "remuneration" and "indemnification" provisions contained thereon and such other provisions as the Supervisor and the Attorney to the Town deem appropriate. BARBARA GUTZLER, SUPERVISOR Voting: AYE WILLIAM H. BEALE, COUNCILMAN Voting: AYE VINCENT F. BETTINA, COUNCILMAN Voting: A~ ISMAY CZARNIECKI, COUNCILWOMAN Voting: AYE MICHAEL KUZMICZ, COUNCILMAN Voting: AYE Dated: Wappingers Falls, New York 5/28/2013 The Resolution is hereby duly declared adopted. CHRISTINE FUL ,TOWN CLERK ~. ~» MAY 2 0 2Gi3 TOWS' r~~~=. '; r, `S ~~I~IGER WALTERS-STORYK DESIGN GROUP Agreement for Professional Services Date Offered: May 9, 2013 Proposal No: D-1310 Client: Town of Wappinger Attn: Robert Gray 20 Middlebush Road Wappingers Falls, NY 12590 Project Name/ Town of Wappinger NYCDEP Noise Monitoring Project Location: Wappingers Falls, New York Scope of Work: Acoustic Consulting Services Services: 1. Analysis and evaluation of the Department of Environmental Protection Agency's methodology and implementation of their noise monitoring installation and methods as it applies to the Conceptual Noise Mitigation Plan. .Principal - 8 hours @ $275 Acoustician - 14 hours @ $200 2. Evaluation of the initial data collected by the noise-monitoring program. Principal - 4 hours @ $275 Acoustician - 8 hours@ $200 3. Site visit to analyze and evaluate the DEP's Noise Monitoring methods as it applies to the Conceptual Noise Mitigation Plan. Principal - 4 hours @ $275 Acoustician - 8 hours @ $200 Deliverable: Acoustic recommendations report. Fee: $10,400. Invoices are issued monthly and are due upon receipt. Reimbursable expenses, if any, are additional as per the attached Terms and Conditions. (Travel expenses to Wappingers will not be invoiced). Any services beyond this scope of work will be billed at an hourly rate as per Terms and Conditions. 262 Martin Avenue Highland, New York USA 12528 T +1 845 691 9300 F +1 845 691 9361 www.wsdg.com USA i EUROPE I LATIN I BRASIL I MEXICO I ASIA ARCHITECT(1RAL ACOUSTICS ~ AUL?i© V1St1At. ~ TECh1NraL©GY INTEGRATiQN Additional Services: 1. For ongoing data evaluation or site visit services, WSDG will bill the Town on an hourly basis according to the rates published in section 1.1 of their terms and conditions. Please note that any future work would occur after receiving a request from the Town on a case-by-case basis (rather than occur automatically). Offered By: Accepted By: Walters-Storyk Design Group, Inc. Town of Wappinger date date 130509 -'town of Wappinger -Consulting Agreement.docx Page 2 TERMS AND CONDITIONS 1.1 WSDG Hourly Rates (For Additional Services}. During the course of the project, additional tasks may need to be performed beyond the scope of previously described Basic Services. No additional work wilt be performed without client authorization. This work may be billed as a lump sum change order or hourly, as applicable. WSDG's standard hourly rate schedule is as follows: Principal-----------------------------------------------•--------------------------------------------$275.00 per hour Project Manager--------------------------------------°------------------------------------------$200.00 per hour Systems Designer /Acoustician_________________________________________________________________$200.00 per hour Interior Designer__________________________________________ _______$165.00 per hour CAD Draftsperson---------------------------------------------------------------------------------$125.00 per hour 1.2 Reimbursables. In addition, client shall reimburse WSDG for expenses incurred in connection with the project, including but not limited ta: cost of reprographic services such as reproduction of plans, specifications and other material, messenger services, filing fees and related costs, and expenses for transportation when traveling in connection with the project. If required, renderings, systems inventories, and planning/reuse of systems shall be billed at our Standard Hourly Rate Schedule. Liability Insurance shall be billed in addition to the fees at the rate of 5.0°k of the monthly invoices for WSDG's services. For reimbursable expenses as described above and any other items included as reimbursable expenses, a multiple of 1.15 times the amounts expended by WSDG shall be applied. 1.3 Remuneration. Invoices for WSDG's services shall be submitted, either upon completion of such services or on a monthly basis and are due when rendered. Invoices shall be considered "Past Due" if not paid within 30 days after the invoice date. If the invoice is not paid within 30 days, WSDG may, without waiving any claim or right against the Client, and without liability whatsoever to the Client, terminate the performance of the services. Any outstanding balance shall be billed a monthly interest charge of 1.5% on the unpaid balance of your account at the sole election of WSDG. 1.4 Termination of Services. This agreement may be terminated by a thirty (30) day advance written notice by either the Client or WSDG should the other fail to perform its obligation hereunder. In the event of termination, the Client shall pay WSDG for all services rendered to the date of termination in addition to all reimbursable expenses. Should this agreement be terminated for any reason prior to the completion of the work hereunder, client shall pay WSDG a fee computed on an hourly basis in accordance with the Standard Hourly Rate Schedule. In no event, however, shall this cost exceed the amount which would have otherwise been due had this agreement not been terminated. 1.5 Suspension of Services. Should the project be placed on hold for a duration greater than sixty (60) days, WSDG reserves the right to restructure the Project team assignment. The Project shall be subject to WSDG's production schedule and fee structure in existence at the time the project resumes. 1.5 Reinstatement of Project. In the event that this project is placed on hold for a period of longer than sixty days and the project resumes at the request of Client, the project shall be subject to WSDG's production schedule and fee structure in existence at the time the project resumes. 1.6 Indemnification. Client shall indemnify and hold harmless WSDG and all of its personnel from and against any and all claims, damages, losses and expenses (including reasonable attorney's fees) arising out of or resulting from the performance of services provided that any such claim, damage, loss or expense is caused in whole or in part by the negligent act, omission, and/or strict liability of the Client or anyone directly employed by the Client (except WSDG), or anyone for whose acts any of them may be liable. 1.7 Conflict Resolution. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration in the State of New York in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered into any court having jurisdiction. 1.8 Risk Allocation. In recognition of the relative rewards and benefits of the project to both the Client and WSDG, the risks have been allocated such that the Client agrees that, to the fullest extent permitted by law, WSDG's total liability to the Client for any and all injuries, claims, losses, expenses, damages or claim expenses arising out of this agreement from any cause or causes, shall not exceed WSDG's fee or $50,000, whichever is less, Such causes include, but are not limited to WSDG's negligence, errors, omissions, strict liability, breach of contract, or breach of warranty. 1.9 Site Access. Unless otherwise stated,-the Walters-Storyk Design Group, Inc. (WSDG) will have access to the site for activities necessary for the performance of the services. WSDG will take precautions to minimize damage due to these activities, but have not included in the fee the cost of restoration of any resulting damage. 1.1 D Ownership of Documents. All documents produced by WSDG under this agreement shall remain the property of WSDG and may not be used by the Client for any other endeavor without the express written consent of WSDG. 1.11 Existing Structures. Evaluation of existing buildings require that certain assumptions be made regarding existing conditions, many of which are not able to be reviewed by reasonable visual observation. These assumptions cannot be verified without substantial cost or demolition. Where the detailed investigation of such a condition is not authorized, WSDG shall not be responsible for the condition of the existing structure. The Client understands that actual field conditions may subsequently be found to vary from design assumptions which, in turn, may alter or increase the scope of design and/or 130509 -Town of Wappinger -Consulting Agreement.docx Page 3 construction services. The Client is fully responsible for and assumes all risks associated with such conditions. 1.12 Construction Activities. Unless specifically stated otherwise, the Client and its contractor(s) are fully and solely liable for all means and methods of construction, temporary bracing, and shoring, and construction sfte safety. 1.13 Additional Services. During the course of the project, additional tasks may need to be performed beyond the scope of previously described Basic Services. WSDG will notify Client in the event additional work is required. This work may be billed as a lump sum change order or hourly, as applicable. No additional work will be performed without client authorization. Examples of Additional Services are as follows: • Design work. • Change of the project scope as described herein, work beyond the identified project areas, site work, or changes to the base project • Services of specialized consultants, engineers, telecommunication or systems integration design. • Services made necessary by the default of the contractor or by major defects in the construction work. • Services in connection with uncovered conditions, field changes, alternatives and substitutions, interrupted or out-of- sequence services. • Services in connection with code/zoning non-conformance or enactments made subsequent to the performance of project tasks. • Services in connection with the presence of asbestos or other hazardous materials. • Changes necessitated by value engineering (if required). • Services in relation to pricing and bid leveling. 1.14 Acceptance and Agreement. In the event a signed copy of this proposal is NOT received, any payment made towards this project and the services described in this agreement shall constitute full acceptance of the scope of services, terms, and conditions of this agreement and will constitute a contract 1.15 Disclaimers. • WSDG will not be liable for any problems, budgetary or otherwise, arising as a result of negligence on the part of the contractor. Note: This proposal is valid for thirty days from the date offered. 130509 -Town of Wappinger -Consulting Agreement.docx Page 4