HomeMy WebLinkAboutWaste Motor Oil Removal DENLS NONCARROW Town 110,53095 M4in.Road P.b:
TOWN CLERK `. 0
Box 1179
Southold,lVew York 11971`Fax.
(631)..765.6145 Telephone(631)
REGISTRAR OF VITAL jai° 765-1600.
STATISTICS MARRJAGE OFFICER ae wwwso4ho1dxownny:g0v
.RECORDS MANAGEMENTOFHCER :
EDOM 01
INFORMATION IO OFFICER
OFFICE 01F.7.ri.M TOWN CLERK
TOWN OF SOUTHOLD
THIS IS TO CERWY TSAT THE FOIL®WING RESOLUTION NO.2025-826:WAS
.ADOPTED.AT THE REGULAR M]EETYI�TG'CDF—UM SOUTHOLD TOWKBOARRON
OCTOBER21,2025:
RESOLVED that the Town.Board of'Southold hereby accepts"theNd of Stebel's Waste Oil,
Imc jor the removal of waste motor oil-from the Department:Of SO. Waste for 2026,in the
gmbuftr of$0.95 per gallon of Oil removed and a saxce fee•of$125.Q0 ger visit:Tfiss`tq':be a
legal charge ta'hudget vine Sk8160.4.400.84➢...
_.
Southold TuwRa Clerk
gESrULT: Adopted
MOVER Councilman DorQski
SECONDER: Councilman Mealy
AYES: Councilman Mealy,;•Councalw.ornan Smith,Councilwoman Doherty,
Justice Evans;Couacihmaa Dorosk
NAYRS: None
AGREEMENT.
Ta�u�
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THIS AGREEMENT, entered into this day of _,2025, by and
between the Town of Southold,New York("the Town"), a municipal corporation organized.
and existing under the laws of the State of New York with offices.at 53095 Main Road,
Southold,.New York, and Strebel's Waste Oil (the "Contractor"),with an address of 22 S.
Country Road,Westhampton Beach,New York 11978;
WITNESSETH,that the Town and the Contractor,for the consideration hereinafter
'named, agree as follows:
ARTICLE 1.WORK TO BE DONE AND CONSIDERATION THEREFOR
The Contractor shall handle the removal of waste motor oil from the Department•of
Solid Waste as set forth in the bid specification dated October 16,2025 attached hereto as
Exhibit A. The Contractor will be paid in the amount of$0.95 per gallon of oil removed arid'a
service fee of.$125.00 per visit.
The Contractor will furnish all labor,material,supplies,equipment and other similar
items necessary and proper for,or incidental to,the work contemplated by this Contract,as
required by,and in strict accordance with such changes as are ordered and approved pursuant-to
this Contract.
ARTICLE 2..TERM OF AGREEMENT
The term of this Agreement shall be for one (1)year commencing January 1,2026,- The
Town and the-Contractor shall have the option to extend the Agreement, at the price(s)agreed;to
herein,for four(4)additional one(1)year extension by mutually consenting, in writing,to do so
not less than thirty(30)days prior to the expiration of the initial terms.
ARTICLE 3. ACCEPTANCE AND FINAL PAYMENT
Upon completion each calendar month of work completed under this Contract the..
Contractor shall file with the Town an itemized voucher for said work, and upon approval of
such voucher by the Solid Waste Coordinator and the Town Comptroller, the Town.will.pay
the Contractor for work performed. Payments will be made on the basis of the actual work
completed in accordance with the Contract. The Contractor will be paid the amourit;of
$0.95 per gallon of oil removed from the Town facility and a service fee of$125.00 per
visit, as submitted in the Contractor's bid/proposal for this work.
The Town shall pay the Contractor upon submission of a voucher at the conclusion
of each calendar month. Such voucher shall be due and payable within forty-five(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 Contactor as expeditiously
as possible. In the event that the Town disputes or objects to any portion of any voucher'
submitted by Contractor it shall notify Contractor in writing of such dispute.or objection.
Contractor acknowledges that Contractor is familiar with the requirements of section I.18 of
the New York State Town Law which, in effect,prohibit payment of any claim 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 the final payment shall be, and shall operate as a
release of 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 Agreement, 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.
ARTICLE 4. CONTRACTOR'S OBLIGATIONS
(a) The Contractor shall be responsible for the full and correct performance.of the Work
required by this Contract within the time specified herein,including work of the Contractoi'•s
Subcontractors,and any errors therein shall be corrected at the Contractor's own cost and expense:
In addition,the Contractor shall indemnify the Town for any costs or expenses attributable"tb- .
negligent errors in the performance of the work of the Contractor.
(b) The Contractor agrees that the Contractor shall protect and shall be solely responsible
for all labor and material provided for under this contract,whether or not the same may;be.erected
in place,and for all its plans,tools,equipment,materials,tools of the Contractor's employees'and
agents,etc.for all adjoining private and public property,and all existing Work onihe.project Site,
which may be damaged by the Contractor's Work. In no event shall the Town be liable:to the
Contractor for loss of, pilferage, of damage to any of the same. In the event of said labor and
materials;.plant, tools or equipment, etc., are damaged, lost or destroyed by reason of fire;.theft
(irrespective of the negligence of the parties hereto or others),civil commotion,riot;insurrection,
violence,war,acts of God, etc.,the Contractor's responsibility therefore shall be absolute,--arid the:
Contractor shall replace,repair,rebuild,and make good any and all said damage or loss bf'any and.
all kinds whatsoever.
(c) Contractor shall be responsible for securing all permits required to perform the Work,
and/or required by the applicable laws, regulations, ordinances, etc., and maintain the'validity of
all such permits throughout the contract duration, if any. Contractor agrees to furnish the Town a
complete list of subcontractors to be used in the performance of work under the Contract;.including.,
trucking companies, recovery and processing facilities, recycling facilities handling;:materials
recovered for recycling, and disposal facilities for residual waste disposal after recyclables
recovery.: Contractor further agreed to notify the Town in writing of any changes in subcontractors
used in.the.performance of work under this Contract.
ARTICLE 5. CONTRACTOR'S INSURANCE
The Contractor shall not commence work under this.Contract until it has obtained.":all
msurance.required under this paragraph and such insurance has been approved by tfie Town.
(a) Compensation Insurance: The Contractor shall take out and maintain•during the-
life of this Contract, Workers' Compensation Insurance for its employees to be assigned.to
the work hereunder.
(b) Liability Insurance: The Contractor shall take out and maintain during-the.life
of this Contract such general liability,property damage, and commercial auto liability
insurance as shall protect it from claims for damages for personal injury,including accidental_
death,.as well as from claims for property damage which may arise from operations.under this.
Contract, and professional liability(E&O)insurance. The amounts of such insurance are.as
follows:
1. General liability insurance in an amount not less than $1,000,000 for�injuries, .
including wrongful death to any one person and subject to the same limit for each person; in
an amount not less than $4,000,000 on account of any one occurrence.
2-. 'Property damage insurance in an amount not less than$300,000 for d=age nri-
account of-all occurrences.
3 Commercial auto liability insurance in an amount not less-than$500,000--for.
damage on account of all occurrences.
4. Professional liability (E&O)insurance in an amount not less than
$2,000,000,00 per occurrence or claim and$4,000,000 aggregate.
The Contractor shall furnish the above insurances to the Town and shall also; iame'the.:
Town.,as an additional named insured and certificate holder in said policies with respect`.-to'
'liability arising out of services provided by Contractor.
(c) Any accident shall be reported to the office of the Town Clerk as soon as;
.possible and not later than twenty-four(24)hours from the time of such accident. A'detailed.
written report must be submitted to the Town as soon thereafter as possible and'not.later than
three,(3) days after the date of such accident.
ARTICLE 6.. REPRESENTATIONS OF CONTRACTOR
The Contractor represents and warrants:
(a) That it is financially solvent and that it is experienced in and competent to
perform the type of work or to furnish services required by it;
(b) That it is familiar with all federal,state,municipal and department laws,--
ordinances and regulations which may in any way affect the work or those
employed therein; and
(c) Contractor agrees to maintain a performance bond in the amount of.$1,0.00 000-.as
surety for.the Town to secure alternate performance of work under this Contract.; .
should the Contractor fail to meet its obligations hereunder.
ARTICLE 7. PERMITS AND REGULATIONS
The Contractor shall comply with all permits issued to the Town in connection with.-the
services furnished under this Agreement.
ARTICLE 8: NO DAMAGES FOR DELAY
The contractor agrees to make no claim for increased costs,charges,expenses,ordamages
for delay in the performance of this Contract, or for any delays or hindrances from any;cause:;
whatsoever, and agrees that any such claim shall be fully compensated for by an extension
tirne'for substantial and/or final completion of the work. Should the Contractor be or.anticipate
being.delayed or disputed in performing the work hereunder for any reason,.it shall promptly;
andin no even more than two (2)business days after the commencement of any condition which
is causing or threatening to cause such a delay or disruption,notify the Town in writing of'the
effect of such condition stating why and in what respects the condition is causing or•tlireat*g
to cause such delay or disruption. Failure strictly to comply with this notice requirement;shall be..
sufficient cause to deny Contractor a change in Schedule and to require it to conform to'tlie. .
Schedule then in effect.
ARTICLE 9. TOWN'S RIGHT TO STOP WORK OR TERMINATE CONTRACT
The'Town shall have the'right to stop work or terminate the Contract if-
(a) The Contractor is adjudged bankrupt or makes an assignment for the benefit.bf'
creditors; or
(b) A receiver or liquidator is appointed for the Contractor or for any of its properly
and is not dismissed within 20 days after such appointment or the.proceediirgs;in
connection therewith are not stayed on appeal within the said.20 days;or-
The Contractor refuses or fails to prosecute the work or any part thereof with;due.
diligence; or
(d) The Contractor fails to make prompt payment to persons supplying labor forthe
work; or
(e) The Contractor fails or refuses to comply with all applicable laws or ordinances;
or
(f) The Contractor is guilty of a substantial violation of any provision of this
Contract;
(g) The Town's execution and participation in this contract is found to be in violation
of an existing collective bargaining agreement.
(h) In any event,the Town, without prejudice to any other rights or remedy it•may
have,may,with our without cause,by seven(7)days'notice to the Contractor,
terminate the employment of the Contractor and its right to proceed as to the.
work. In such case,the Contractor shall not be entitled to receive any further
payment beyond what owed in quantum meruit.
ARTICLE 10. DAMAGES
It is hereby mutually covenanted and agreed that the relation of the Contractor to the.
work to be performed by it under this Contract shall be that of an independent contractor:As.an
independent contractor,it will be responsible for all damage,loss or injury to persons or property
that may arise in or be incurred during the conduct and progress of said work, whether-or not the
Contractor,its agents,or employees have been negligent.The Contractor shall hold and keep the
Town free and discharged of and from any and all responsibility and liability of any sort dr kind.
The Contractor shall assume all responsibility for risks or casualties of every description;.for-Toss•
or injury to persons or property arising out of the nature of the work,from the action of the
elements,or from any unforeseen or unusual difficulty. The Contractor shall make good any
damages that may occur in consequence of the work or any part of it.The Contractor shall
-assume all blame,loss and responsibility of any nature by reason of neglect or violation of any
federal, state, county or local laws,regulations or ordinances.
ARTICLE 11. INDEMNITY AND SAVE RAILNMESS AGREEMENT
The Contractor agrees to indemnify and save the Town,its officers, agents and employees
harmless from any liability imposed upon the Town,its officers,agents and/or employees arising:
from the negligence,active or passive, of the Contractor and from and against any damages,
claims,or expenses, including reasonable attorney's fees,arising out of Contractor's breach;of
the Agreement or from Contractor's acts or omissions outside the scope of the Agreement or
arising out of claims or actions by third parties against Contractor by virtue of his performance of
this Agreement.
ARTICLE 12. NO ASSIGNMENT
In accordance with the provisions of section 109 of the General Municipal Law,the
Contractor is hereby prohibited from assigning,transferring, conveying, subletting or .
otherwise disposing of this Agreement, or of its right,title or interest in this Agreement; or
its power to execute this Agreement, to any other person or corporation without the previous.:
consent in writing of the Town.
ARTICLE 13. REQUIRED PROVISIONS OF LAW
Each and every provision of law and clause required bylaw to be inserted iri: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:
(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).
ARTICLE 14. PREVAILING WAGE RATES REQUIRED BY LAW
(a) The parties hereto,in accordance with the provisions of section 220(3);.ofthe
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,made a part of this Agreement,
which are the wage rates and supplements established as the prevailing rate.of
wages for the work covered by this Contract.
(b) 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.
(c) 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
ARTICLE 15. FORCE MAJIEURE
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,the Contractor;or the
Destination Site,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 preforming an
obligation or complying with any condition required or 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, lightening,earthquake,
fire,explosion,flood, sabotage or similar occurrence,acts of a public enemy, extortion,war;
blockade or insurrection,riot or civil disturbance;
(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 material 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
(4) the presence of hazardous waste upon,beneath or migrating from the Transfer
'Station.
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 Unites States;or(g) any change in law or in the permit
conditions or status of the Transfer Station Destination Site or alternate Destination Site.
ARTICLE 16. 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.
6
ARTICLE 17. 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, Solicitation and the Bid,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 thereto;
3. The Solicitation including appendices;
4. Contractor's Bid.
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 to,Worker's Compensation;.
Unemployment Benefits, Social Security or retirement membership or credit.
G. if any provision of this Agreement shall for any reason be 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 is shall not discriminate and that is shall cause thereto
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 compensation; and selection for training.
ARTICLE 18.AUTHORITY FOR EXECUTION
This Agreement has been executed in accordance with Resolution 2025-826 adopted by
the Town Board of the Town of Southold, at a meeting thereof held on October 21,2025 and its
execution on behalf of the Town is duly authorized.A copy of 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,Denis Noncarrow. The individual executing this Agreement on behalf of the.
Contractor hereby represents and warrants that he/she has the full right,power and authority to
execute this contract and is authorized by the Contractor to do so.
ARTICLE 19.NOVICES
Any and all notices and payments required hereunder shall be addressed as follows, or to
such other address as may hereafter be designated in writing by either party hereto:
To Southold Town: Denis Noncarrow
Southold Town Clerk
53095,Route 25,P.O. Box 1179
Southold,NY 11971
With a Copy to: Nick Krupski, Solid Waste Coordinator
P.O. Box 1179
Southold,New York 11971
To Contractor: Strebel's Waste Oil, Inc.
22 S. Country Road
Westhampton Beach,NY 11978
ARTICLE 19.WAIVER
No waiver of any breach of any condition ofthe Agreement shall be binding'uniess in
writing and signed by the party waiving said breach.No such.waiver shall in any way affect any.-
other term or condition of this Agreement or constitute a cause or excuse for a repetition of such
or any other breach unless the waiver shall include the same.
ARTICLE 20.MODIFICATION
This Agreement constitutes the complete understanding of the parties.No modificafion,of
any provisions thereof shall be valid unless in writing and signed by both parties.
ARTICLE 21.APPLICABLE LAW
This Agreement is governed by the laws of the State of New York. In the event of any
controversy or claim arising out of or relating to this Application for Service contract,or the
breach thereof, the parties specifically consent to the Supreme Court, State of New York, County
of Suffolk as.venue.
IN WITNESS WHEREOF, Town of Southold has caused these presents to be
signed by 0� S , itsp�e�r,duly authorized to do so, and the Contractor has
lu
caused these presents to be a signed by its President,the day and year first above written.
Town of Southo
By
Town of Sou old
Strebel's Waste Oil,In
B,,: ...
STATE OF NEW YORK)
) ss.:
COUNTY OF SUFFOLK)
i1
On the , day of Nbvexab&in the year 2ft2-5 before me,personally came j jq
-�me known,who,being by me duly sworn,deposes and says that he is the Supervisor of the
Town of Southold,the municipal corporation described herein and which executed the above
instrument; that the action taken was duly authorized, and that he signed his name thereto by like
authority.
h-
Signaturb and office of individual taking acknowledgment
MWARy PUBUC STATE OF NEW PORK
Ragistraton No,01 ST6164006
Q.159W in 5�01�9 n2a scv
Comm iSflOn Expt
STATE OF NEW YORK)
) ss..
COUNTY OF SUFFOLK)
On the day vL mber in the year 2025 before me,personally came
eiv,,, N>o'�J-{; to me known,who,being by me duly sworn, deposes and
says that he/she/they is(are)th resident r other officer or director or attorney in fact duly
appointed)of the:5'��e� k, , q i ,T„��, [name.of corporation],the corporation
described herein and which executed the above instrument;that the action taken was duly
authorized, and that he/she/they signed his/her/their names)thereto by like authority.
Signature and office of individual taking acknowledgment
CORNE S A, ELLY
OF NEW YORK J
NOTARY PUBLIC,
Registration No.01 KE6132119
Qualified in Suffolk County
Commission Expires August 22,2029
COVER SHEET FOR DOCUMENTS
JAN 15 2026
SENT TO:
,z
Sent By: TOWN ATTORNEY, PAUL M. DECHANCE
DEPUTY T/A, JACK SQUICCIARINI
ASSISTANT T/A,.JULIE M. MCGIVNEY
ASSISTANT T/A, BENJAMIN JOHNSON
CONFIDENTIAL SECRETARY, AMY SCHLACHTER
Type of Agreement
g
Nature of Contract/Agreement
1 ,
S