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Home My WebLink AboutIron Mountain Solutions, LLC DENIS NONCARROW Town Hall,53095 Main Road P.O. TOWN CLERK �Q1F SQ�/r Box 1179 Southold,New York 11971 Fax REGISTRAR OF VITAL (631) 765-6145 Telephone(631) STATISTICS MARRIAGE OFFICER 765-1800 RECORDS MANAGEMENT G 4 www.southoldtownny.gov OFFICER FREEDOM OF INFORMATION OFFICER �� . OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.2026-503 WAS ADOPTED AT THE REGULAR.MEETING OF THE SOUTHOLD TOWN BOARD ON JUNE 2,2026: RESOLVED that the Town Board of the Town of Southold hereby amends Resolution No. 2026- 462 to read as follows: RESOLVED that the Town Board of the Town of Southold hereby authorizes Deputy Supervisor,John Stype, Supen,is,.. n lbot r. u,.apski, i , to execute the Services and Commission Agreement in the amount of$20,000.00 between the Town of Southold and Iron Mountain Solutions LLC, for the storage, maintenance and marketing of a Morbark 6400 XT Wood Grinder, bearing VIN/Serial Number 195-1033, subject to the approval of the Town Attorney. Denis Nonearrow Southold Town Clerk RESULT: Adopted MOVER: Councilman Mealy SECONDER: Justice Stevens AYES: Councilman Mealy, Justice Stevens, Councilwoman Doherty, Councilwoman Smith, Councilwoman Suess NAYES: None Page 60 of 106 SERVICES AND COMMISSION AGREEMENT THIS SERV�S AND COMMISSION AGREEMENT("Agreement") is entered into as of the i day of j 1/(lk_ , 2026, by and between: t THE TOWN OF SOUTHOLD, a municipal corporation duly organized and existing under the laws of the State of New York,with offices at 53095 Main Road, Southold, New York 11971 (the"Town"); and IRON MOUNTAIN SOLUTIONS LLC,a limited liability company with a place of business at 46 Plains Road, Unit 13, Essex, Connecticut 06426("Contractor"). The Town and Contractor are sometimes referred to herein individually as a"Parry" and collectively as the"Parties." RECITALS WHEREAS, the Town of Southold, Department of Solid Waste("Department"); is the owner of a Morbark 640OXT Wood Grinder bearing VIN/Serial Number 195-1033 (the"Machine"), which the Town identified as surplus personal property available for public sale; and WHEREAS,the Town engaged the Contractor to provide brokerage, storage, and related services to facilitate the sale and disposition of the Machine; and WHEREAS, the Contractor has rendered the services set forth herein commencing in January 2025, and the Parties desire to memorialize the scope of such services and the agreed compensation therefor. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties agree as follows: 1. SCOPE OF SERVICES Contractor has performed, and the Town hereby acknowledges receipt of,the following services in connection with the storage, marketing, and disposition of the Machine (collectively, the "Services"): lr Storage and maintenance of the Machine at Contractor's Essex,Connecticut $13,000.00 facility from January 2025 to present(approximately sixteen(16)months). 2 Complete mechanical inspection of the Machine prior to auction listing. $1,500.00 3 Phone consultation with potential bidders in connection with March 2025 $500.00 auction. 4 Phone consultation with multiple potential buyers following the March 2025 $750.00 auction. 5 Online marketing, social media posting,and response to inquiries from $1,500.00 interested parties. 6 Photographing and videoing of the Machine for distribution to.multiple $750.00 interested parties. 7 Pickup and drop-off services at airport in connection with a potential $1,500.00 customer's technician inspection of the Machine. 8 Preparation of the Machine for transport, including securing all movingn parts. $500.00 M t.,+'t).L V ', 3 F c} A .. k •a, vKrc''a4.4 � � 4¢ {a @� ... TOTAL CQMPII%AI�OAI 2. COMPENSATION In full and complete satisfaction for all Services rendered by Contractor in connection with this Agreement,the Town shall pay to Contractor the total sum of TWENTY THOUSAND AND 00/100 DOLLARS ($20,000.00) ("Contract Price"). The Contract Price shall be due and payable upon execution of this Agreement. Payment shall be made by check payable to Iron Mountain Solutions LLC and delivered to Contractor's address set forth above. The Contract Price represents a negotiated, all-inclusive sum for the Services described in Section 1 above, and no additional compensation shall be due to Contractor with respect to the Machine or the services described herein. 3. RELEASE AND DISCHARGE Upon receipt of the Contract Price, Contractor, for itself and its members,managers,employees, agents, successors, and assigns, does hereby release,discharge, and acquit the Town, its officers, employees, agents, and successors, from any and all claims, demands, actions, causes of action, and liabilities of any kind or nature, whether known or unknown, arising out of or relating to the Services,the storage of the Machine,or any matter connected with the subject matter of this Agreement. 4. CONTRACTOR REPRESENTATIONS Contractor represents and warrants that: (a)the Machine was stored and maintained in a commercially reasonable manner during the period of Contractor's custody; (b) Contractor has not entered into any agreement with respect to the Machine that would conflict with or impair the Town's ownership or right of disposition; (c)no liens, claims,or encumbrances have attached to the Machine as a result of Contractor's actions or omissions; and(d) Contractor has the full authority to enter into and perform this Agreement. 5. TOWN AUTHORIZATION The Town represents that this Agreement has been duly authorized by the Town Board of the Town of Southold, and that the officer executing this Agreement on behalf of the Town is duly authorized to do so. 6. INDEPENDENT CONTRACTOR Contractor is an independent contractor and not an employee or agent of the Town. Nothing in this Agreement shall be construed to create a partnership,joint venture, employment relationship, or agency between the Parties. 7. GOVERNING LAW; VENUE This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising under or relating to this Agreement shall be brought exclusively in the Supreme Court of the State of New York, Suffolk County, or in the United States District Court for the Eastern District of New York. 8. ENTIRE AGREEMENT: AMENDMENTS This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and understandings of the Parties, whether written or oral, with respect thereto. This Agreement may not be modified except by a written instrument signed by both Parties. 9. COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be deemed originals for all purposes. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. TOWN OF UTMW By: Name: 1it19i: Supervisor, Town of Southold Date: (p /T 4 `14 IRON MOUNTAIN SOLUTIONS LLC ° Pwb t LAUREN M.STANDISH NOTARY PUBLIC,STATE OF NEW YORK Registration No,01ST6164M Qualified in Suffolk County Commission Expires April 9,914 y- 1 Name: Title: ptAJvt nnDate: ,-/ S- 0 Wit�' 6"yy f a-i�I AMY M.SCHLACHTER NOTARY PUBLIC,STATE OF NEW YORK Registration No.OISC5039767 Qualified in Suffolk County Commission Expires February 27,20 } COVER SHEET FOR DOCUMENTSva'a . SUN 2S � T O� 17 SE NTO: Nl �_ �\ , Sent by: ASSISTANT T/A, JULIE M. MCGIVNEY, ASSISTANT T/A BENJAMIN JOHNSON ASSISTANT T/A KAYLA GRIFFIN CONFIDENTIAL SECRETARY, AMY -SCHLACHTER Type of Agreement . Nature of Contract/Agreement � 2-0 D do V-Aue- D �