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SERVICES\Invasive Solutions Dive Company—Glen Lake Aquatic Project 2022—Suction Harvesting —Waive Purchasing Policy-5-2-2022
RESOLUTION AUTHORIZING ENGAGEMENT OF
INVASIVE SOLUTIONS DIVE COMPANY, LLC FOR DIVER ASSISTED
SUCTION HARVESTING IN CONNECTION WITH GLEN LAKE
AQUATIC VEGETATION MANAGEMENT PROGRAM
RESOLUTION NO.: ,2022
INTRODUCED BY:
WHO MOVED ITS ADOPTION
SECONDED BY:
WHEREAS, by Resolution No.: 305,2011, the Queensbury Town Board adopted its Final
Order authorizing, approving and establishing the Glen Lake Aquatic Plant Growth Control
District, and
WHEREAS, by Resolution No.: 309,2021 the Town Board adopted the Glen Lake Aquatic
Plant Growth Control District Benefit Tax Roll, and
WHEREAS, by Resolution No.: 167,2020, the Town Board authorized engagement of
Invasive Solutions Dive Company, LLC to complete an Aquatic Vegetation Management Program
for Glen Lake in 2020 (Program),and
WHEREAS, in Chapter 3(C)(2)(f) of the Town Purchasing Procedures, upon the Town
Board considering the reasonableness of the fee, it may engage a particular professional which was
previously used with the Project without soliciting multiple vendors, and
WHEREAS, the Town Board therefore wishes to engage the services of Invasive Solutions
Dive Company, LLC for Glen Lake in 2022 by Invasive Solutions Dive Company, LLC providing
four, 40-hour work weeks between May and October for an amount not to exceed $7,605 per one
hardvest week per crew, and not to exceed a total amount of $30,420 for four harvest weeks in
accordance with Invasive Solutions Dive Company, LLC's Aquatic Invasive Plant Removal
Agreement presented at this meeting, and
WHEREAS,the Town will adhere to all New York State Law bidding requirements,and
NOW, THEREFORE,BE IT
RESOLVED, that for the reasons outlined above, in these circumstances the Queensbury
Town Board hereby waives its requirement under the Town of Queensbury's Purchasing Policy for
two(2)written quotes, and
BE IT FURTHER,
RESOLVED, that the Town Board hereby authorizes engagement of Invasive Solutions
Dive Company, LLC for an Aquatic Vegetation Management Program for Glen Lake in 2022
(Project) by Invasive Solutions Dive Company, LLC providing four, 40-hour work weeks between
May and October for a total amount not to exceed $30,420 in accordance with its Aquatic Invasive
Plant Removal Agreement substantially in the form presented at this meeting, contingent upon the
Town's receipt of a proper certificate of insurance in form and amounts acceptable to the Town,
and
BE IT FURTHER,
RESOLVED, that the Town Board authorizes and directs the Town Budget Officer to pay
expenses incurred from appropriations in the Glen Lake Misc. Contractual Account No.: 051-
8790-4400 and/or take any actions necessary to provide for such payment, and
BE IT FURTHER,
RESOLVED, that the Town Board authorizes and directs the Town Budget Officer to
amend the Town Budget and take all actions necessary to transfer $53,000 from the Glen Lake
Unappropriated, Undesignated Fund Balance to the Glen Lake Misc. Contractual Account No.:
051-8790-4400, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to
sign the Aquatic Invasive Plant Removal Agreement substantially in the form presented at this
meeting and/or any other needed documentation and the Town Supervisor and/or Town Budget
Officer to take any and all actions necessary to effectuate the terms of this Resolution.
Duly adopted this 2"d day of May, 2022, by the following vote:
AYES
NOES
ABSENT:
s
AQUATIC INVASIVE PLANT REMOVAL AGREEMENT
Agreement made this day of , 2022 by and between Invasive
Solutions Dive Company, LLC with an address at P.O. Box 179, Bolton, NY 12814 sometimes
hereinafter referred to as Contractor and the Town of Queensbury with an address of 742 Bay Rd,
Queensbury,NY 12804 sometimes hereinafter referred to as Client.
In consideration of the mutual promises contained herein Client hereby hires Contractor to
remove aquatic invasive and nuisance plant species services as described herein.
Client hires Contractor and Contractor hereby agrees to remove aquatic invasive and
nuisance plant species from affected areas of Glen Lake by having divers enter the water and
physically remove plants. Appropriate equipment and tools may be utilized.
Term. The term of this Contract shall run from January 1, 2022 and end on December 31,
2022. The work season covers 4 weeks to be worked between the months of May and October,
and each week covers 40 hours per week per worker, not to exceed 120 field hours total per week
and$7,605 per week per crew. Workdays are considered to be Monday through Friday.
The method and means used to perform the services shall be in the sole discretion of
Contractor however such services shall include the following:
1. Contractor is to remove aquatic invasive and nuisance plant species and will provide
supervision support and management for aquatic invasive and nuisance plant species
removal.
2. Contractor agrees to be solely responsible for the supervision, general liability, workers
compensation, withholding, disability and unemployment insurance coverage for all
persons in its employ hired to complete the subject services.The general liability insurance
will have coverage as described below:
a. Policy covering the obligations of Contractor in accordance with the provisions of
the Worker's Compensation Law.
b. Policies of bodily injury liability and property damage liability insurance of the
types hereinafter specified, each with limits of liability of not less than$2,000,000
for all damages arising out of injury to person or destruction of property in any one
accident with a total of$4,000,000 general aggregate.
c. Liability insurance issued to and covering the liability of each of the Contractor's
subcontractors if any, with respect to all work performed by said subcontractors
under this Contract.
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d. Town of Queensbury and the Glen Lake Protective Association will be added as an
Additional Insured with respect to all operations under this Contract by the
Contractor or by its subcontractors.
e. Town of Queensbury will be added on a Primary Non-Contributory basis with a
Waiver of Subrogation.
3. The Contractor shall be responsible for damage to life and property to the extent caused by
the negligent activities or willful misconduct or omission of the Contractor, its
subcontractors, agents or employees, resulting from its services under this Contract. It is
expressly understood and agreed that the Contractor shall indemnify and save harmless the
Town of Queensbury, its officers, employees, and agents from and against any losses,
claims, demands, payments, suits, actions, recoveries and judgments, expressly excluding
any action or claim for incidental, indirect, special, collateral, exemplary or punitive
damages to the extent caused by the negligent activities or willful misconduct or omission
of the Contractor,its subcontractors, agents or employees,resulting from its services under
this Contract. Nothing in this Article or this Contract shall create or give to third parties
any claim or right of action against the Contractor or the Client beyond such as may legally
exist irrespective of this Article or this Contract.Neither party,nor their officers,directors,
agents, employees or contractors of any of the foregoing, shall be liable to the other and or
any third party in any action or claim for incidental, indirect, special, collateral,
consequential, exemplary or punitive damages arising out of or related to the Services,
including without limitation, loss of profits, loss of opportunity, loss of production,or loss
of use, notwithstanding which legal theory the claim of action is predicated upon.
4. Contractor to supply trained divers to conduct aquatic invasive and nuisance plant species
removal in affected areas of Glen Lake. Each crew will consist of two divers and one dive
tender(crew leader.)
5. Contractor is to provide summary of work completed indicating plants harvested, total
poundage and the areas worked by supply of harvest maps.
Client agrees to file and pay for and obtain any and all necessary permits or licenses at Client's
sole cost and expense such that Contractor's services will be in full compliance with all appropriate
governmental, municipal, departmental or quasigovernmental rules and regulations including any
which may be promulgated by, delegated by, controlled by, or overseen, or issued by any such
entities including but not limited to the Adirondack Park Agency,the New York State Department
of Environmental Conservation, the Federal Environmental Protection Agency, or any town,
village, hamlet, county, or the State of New York.
Compensation. The Town of Queensbury will pay Contractor an amount not to exceed$7,605
per 1 harvest week per crew; $30,420 for four harvest weeks.
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Method of Payment. Client shall make payments within thirty (30) days after receiving a
completed invoice of the services provided.
Independent Contractor. The parties agree that Contractor is an independent contractor with
respect to the Town of Queensbury and Contractor is not an employee of the Town of Queensbury.
Expenses. Other than as already set forth herein, Contractor and Client shall pay all of their
own expenses (including legal and accounting) incurred in connection with the transactions
contemplated by this Agreement, whether or not the same are consummated. The parties each
acknowledge to the other that they are not aware of any brokers or finders'fees due in connection
with this transaction, and if any fees are due, they shall be paid by the party who committed to the
payment thereof.
Force Majeure. Except with respect to payment obligations under this Agreement no party
shall be liable for any costs or damages nor shall such party be considered in breach of this
Agreement due to any delay or nonperformance or any failure to perform its obligations under this
Agreement arising out of any cause or event beyond such party's control, including, without
limitation, cessation of services hereunder or any damages resulting therefrom to the other party
as a result of work stoppage,natural disaster,governmental action,acts of God; earthquakes;fires;
floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; epidemics;
pandemics; states of emergency; riots; power failures; unavailability or difficulty in obtaining
supplies or material from usual or customary sources or any other cause whether similar or
dissimilar to any of the foregoing which could not have been prevented by such party with
reasonable care.
All dates under this Agreement that have been affected by force majeure other than the
obligation to make payments shall be tolled for the duration of such force majeure. In no event
shall any party be required to prevent or settle any labor disturbance or dispute. Notwithstanding
the foregoing in the event of such an occurrence each party agrees to make a good faith effort to
perform its obligations hereunder.
Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach by any party.
Multiple Counterparts.This Agreement may be executed in a number of identical counterparts,
each of which for all purposes is to be deemed an original,and all of which constitute,collectively,
one agreement.
Notices. Unless another form of notice is expressly authorized in this Agreement, any notice
written or required by this Agreement shall be in writing and shall be deemed sufficient on the
date after the date of personal delivery or on the first business day after overnight delivery or three
days after being sent by fax or three days after being sent by registered or certified mail, with
postage pre-paid, and addressed to the party to be noticed at such party's address or fax number as
set forth below, or as subsequently modified by written notice:
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To Contractor: Invasive Solutions Dive Company, LLC
P.O. Box 179
Bolton,NY 12814
To Client: Town of Queensbury
742 Bay Rd
Queensbury,NY 12804
Any party may change its address by delivering a written change of address to the other
party in the manner set forth in this Section.
Entire Agreement. This Agreement constitutes the entire understanding of the parties and
supersedes all prior understandings, whether written or oral, between the parties with respect to
the subject matter of this Agreement. No amendment, modification or alterations of the terms of
this Agreement shall be binding unless in writing, dated after the date of this Agreement,and duly
executed by all parties.
Severability of Provisions. If any term or provision of this Agreement is illegal or invalid
for any reason, such illegality or invalidity shall not affect the validity or enforceability of the
remainder of this Agreement.
Headings.No heading or caption contained in this Agreement shall be considered in
interpreting any of its terms or provisions.
Applicable Law. Any dispute under this Agreement shall be construed in accordance with
the laws of the State of New York and brought exclusively before the US District Court for the
Northern District of New York or the appropriate State Court located within the County of Warren.
Attorneys' Fees. Other than as expressly provided herein, if any action at law or in equity,
including an action for declaratory relief, is brought to enforce or interpret the provisions of this
Agreement,the prevailing party shall be entitled to recover reasonable attorneys'fees and all other
costs and expenses of litigation from the other party,which amounts may be set by the court in the
trial of such action or may be enforced in a separate action brought for that purpose, and which
amounts shall be in addition to any other relief which may be awarded.
Non-Assignment. This Agreement may not be assigned, in whole or in part, by the
Contractor without prior reasonable approval by the Client in writing and signed by the Client's
duly authorized representative.
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The parties have executed this Agreement on the date and year first written above.
Invasive Solutions Dive Company, LLC
By:
Daniel Cashin, President
Town of Queensbury
By:
John Strough, Supervisor
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