3.37 3.37
2023 ORGANIZATIONAL\Barton Loguidice—General Engineering Services
RESOLUTION AUTHORIZING ENGAGEMENT OF
BARTON & LOGUIDICE, D.P.C. FOR PROVISION OF GENERAL
ENGINEERING SERVICES TO TOWN OF QUEENSBURY
RESOLUTION NO.: ,2023
INTRODUCED BY:
WHO MOVED ITS ADOPTION
SECONDED BY:
WHEREAS, the Queensbury Town Board wishes to enter into an Agreement for general
engineering services for the year 2023 on an as-needed basis, and
WHEREAS, Barton & Loguidice, D.P.C. has offered to provide such services as set forth in
its Master Services Agreement effective as of January 1, 2023 presented at this meeting, and
WHEREAS, the Town Board wishes to authorize such Agreement with Barton &
Loguidice, D.P.C.,
NOW, THEREFORE, BE IT
RESOLVED, that the Queensbury Town Board hereby authorizes engagement of Barton &
Loguidice, D.P.C. for provision of general engineering services for the Town of Queensbury for the
year 2023 on an as-needed basis as set forth in Barton & Loguidice, D.P.C.'s Master Services
Agreement effective as of January 1, 2023 presented at this meeting, and
BE IT FURTHER,
RESOLVED, that the Town Board authorizes and directs the Town Supervisor to execute
such Master Services Agreement substantially in the form presented at this meeting and/or any other
needed documentation, and
BE IT FURTHER,
RESOLVED, that payment for such services shall be from the appropriate Town accounts
as may be determined by the Town Supervisor, Director of Planning, Zoning and Code Compliance
and/or Town Budget Officer, and
BE IT FURTHER,
RESOLVED, that the Town Board and authorizes and directs the Town Supervisor,
Director of Planning, Zoning and Code Compliance and/or Town Budget Officer to take such other
and further actions as may be necessary to effectuate the terms of this Resolution.
Duly adopted this 2nd day of January, 2023, by the following vote:
AYES
NOES
ABSENT:
MASTER SERVICES AGREEMENT
BETWEEN
TOWN OF QUEENSBURY
AND
BARTON & LOGUIDICE, D. P.C.
FOR -
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT effective as of January 1, 2023 ("Effective date") between Town of Queensbury
("Owner") and Barton & Loguidice, D.P.C. ("Consultant").
Consultant agrees to provide those professional services to Owner in accordance with separate written
scope and fee authorizations ("Task Authorizations", also sometimes referred to herein as "Project") that
wilt be agreed upon with Owner on an as requested basis, with the understanding that each Task
Authorization will be mutually agreed upon in writing between Owner and Consultant.
Owner and Consultant further agree as follows:
1 .01 Basic Agreement
A. Consultant shall provide, or cause to be provided, the services set forth in each Task
Authorization, and Owner shall pay Consultant for such services as set forth in Paragraph 4.01 .
Once duly signed by Owner and Consultant, each Task Authorization will be deemed a part of and
incorporated in this Agreement by reference. A template for Task Authorizations is provided
herein as Exhibit A. In the event of any inconsistency between a particular Task Authorization and
the terms of this Agreement, the terms of this Agreement shall control.
B. The use of standard business forms, including but not limited to Owner's purchase orders, are
solely for the convenience of the parties and none of the provisions thereof shall in any way limit,
alter or modify the terms of this Agreement whether or not any such document is signed.
2.01 General Considerations
A. The standard of care for all professional or related services performed or furnished by Consultant
under this Agreement will be the care and skill ordinarily used by members of the subject
profession practicing under similar circumstances at the same time and in the same locality.
Consultant makes no warranties, express or implied, under this Agreement or otherwise, in
connection with Consultant's services.
B. Consultant and its Subconsultants may use and rely upon the information, work product and
services provided or performed by others, including, but not limited to, Owner's consultants,
contractors, manufacturers, and suppliers.
C. Consultant shall commence to provide its services upon the full execution of this Agreement and
shall provide those services within a reasonable time. In no event shall Consultant be obligated to
perform services on a schedule which, in the Consultant's professional judgement, does not
provide Consultant sufficient time to perform in accordance with the aforesaid standard of care.
Rev. 12/2022 Page 1
D. If, through no fault of Consultant, the orderly and continuous progress of Consultant's services is
impaired, its services are delayed or suspended, or the Owner authorizes changes in the scope,
extent, or character of the Project, then the time for completion of Consultant's services, and the
rates and amounts of Consultant's compensation, shall be adjusted equitably.
E. The Owner shall notify the Consultant within (7) day's from when the Owner becomes aware of
any fault or defect in the Project, including errors, omissions, or inconsistencies on the
Consultant's Instruments of Service.
F. All design documents prepared or furnished by Consultant are instruments of service, and
Consultant retains an owne4tip and property interest (including the copyright and the right of
reuse) in such documents, whether or not the Project is completed. Consultant grants Owner a
limited license to use the instruments of service exclusively (1) performance of design or
operation, (2) for Project construction as is the intended purpose of the documents, and (3) for
the purpose of maintenance and repair of the Project, or (4) other documents, reports, details and
plans as defined in the project Scope of Work.
G. The Contract Documents for construction contracts prepared as a service under this Agreement
are to be the Consultant's template Contract Documents, including but not limited to General
Conditions, General Requirements, Information for Bidders and bidding documents, as may be
amended by the Owner.
N_ Consultant shall not at any time supervise, direct, or have control over any contractor's work, nor
shall Consultant have authority over or responsibility for the means, methods, techniques,
sequences, or procedures of construction selected or used by any contractor, for safety
precautions and programs incident to a contractor's work progress, nor for any failure of any
contractor to comply with laws and regulations applicable to contractor's work.
1. Consultant neither guarantees the performance of any contractor nor assumes responsibility for
any contractor's failure to furnish and perform its work in accordance with the contract between
Owner and such contractor.
J. Consultant shall not be responsible for the acts or omissions of any contractor, subcontractor, or
supplier, or of any contractor's agents or employees or any other persons (except Consultant's
own employees) at the Project site or otherwise furnishing or performing any construction work;
or for any decisions regarding, or interpretations or clarifications of, the construction contract or
Instruments of Service made by Owner or any third party without the advice and consultation of
Consultant-
K. Consultant shall be responsible only for those Construction Phase services expressly required of
Consultant by the Task Authorization. With the exception of such expressly required services in
each Task Authorization, Consultant shall have no design, Shop Drawing review, or other
obligations during construction, and Owner assumes all responsibility for the application and
interpretation of the Construction Contract Documents, review and response to Contractor claims,
Construction Contract administration, processing of Change Orders and submittals, revisions to
the Construction Contract Documents during construction, construction observation and review,
review of Contractor's payment applications, and all other necessary Construction Phase
administrative, engineering, and professional services, unless otherwise added to the Task
Authorization by supplemental agreement. Owner waives all claims against the Consultant that
may be connected in any way to Construction Phase administrative, engineering, or professional
services except for those services that are expressly required of Consultant in the Task
Authorization,
L. If the Construction Contract Documents specifically require the Contractor to provide professional
design services or certifications by a design professional related to systems, materials, or
equipment, the Consultant shall specify the appropriate performance and design criteria that such
services must satisfy. The Consultant shall review and take appropriate action on Shop Drawings
Rev. 1212022 Page 2
and other submittals related to the Work designed or certified by the Contractor's design
professional, provided the submittals bear such professional's seal and signature when submitted
to the Consultant The Consultant's review shalt be for the limited purpose of checking for
conformance with information given and the design concept expressed in the Contract
Documents, The Consultant shall be entitled to rely upon, and shall not be responsible for, the
adequacy and accuracy of the services, certifications, and approvals performed or provided by
such design professionals.
M. Owner shall bear full responsibility and liability for the generation, existence, or presence of any
toxic, hazardous, radioactive, infectious, mutagenic, teratogenic, carcinogenic, explosive,
combustible, or other dangerous substances ("hazardous materials") pre-existing at the site.
Owner affirms certain additional responsibilities under the Agreement, including without
limitation the following;
a. Owner shall grant or cause to be granted a license of right-of-way to Consultant to access
all sites necessary for the performance of the Services under this Agreement.
b. Owner shall furnish or cause to be furnished to Consultant all documents and information
known to Owner that relate to the identity, location, quantity, nature, or characteristics of
any hazardous materials at or near the site(s).
c. Unless otherwise required by law or set forth in this Agreement, Owner shall be
responsible for accurately locating and prominently marking all buried, concealed, or
submerged pipes, tanks, cables, utilities or other man-made obstructions ("underground
facilities") that may affect or be affected by Consultant's services.
N. Unless otherwise included under this Agreement, the parties acknowledge that Consultant's Task
Authorization does not include any services related to a Hazardous Environmental Condition (the
presence of asbestos, PCBs, petroleum, hazardous substances or waste, and radioactive materials).
Owner represents to Consultant that, to the best of its knowledge, a Hazardous Environmental
Condition does not exist at the Site, except as expressly disclosed to the Consultant in writing. If
Consultant or any other party encounters a Hazardous Environmental Condition, Consultant may,
at its option and without liability for consequential or any other damages, suspend performance
of services on the portion of the Project affected thereby until Owner. @ retains appropriate
specialist consultants or contractors to identify and, as appropriate, abate, remediate, or remove
the Hazardous Environmental Condition; and (€i) warrants that the Site is in full compliance with
applicable Laws and Regulations.
O_ The services to be provided by Consultant under this Agreement DO NOT INCLUDE advice or
recommendations with respect to the issuance, structure, timing, terms or any other aspect of
municipal securities, municipal derivatives, guaranteed investment contracts or investment
strategies. Any opinions, advice, information or recommendations provided by Consultant are
understood by the parties to this Agreement to be strictly engineering or other technical opinions,
advice, information or recommendations. Consultant is not a "municipal advisor" as defined by
15 U.S.C. 78o-4 or the related rules of the Securities and Exchange Commission. The other parties
to this Agreement should determine independently whether they require the services of a
municipal advisor.
P. The Consultant shall not be required to execute certificates, guarantees, warranties or make
representations that would, in its professional judgment, require knowledge, services or
responsibilities beyond the scope of this Agreement.
Q_ Owner and Consultant may transmit, and shall accept, Project-related correspondence,
Documents, text, data, drawings, information, and graphics, in electronic media or digital format,
either directly, or through access to a secure Project website, in accordance with a mutually
agreeable protocol. If the Scope of Services does not establish protocols for electronic or digital
transmittals, then Owner and Consultant shall jointly develop such protocols. When transmitting
Rev. 12/2022 Page 3
items in electronic media or digital format, the transmitting party makes no representations as to
long term compatibility, usability, or readability of the items resulting from the recipient's use of
software application packages, operating systems, or computer hardware differing from those
used in the drafting or transmittal of the items, or from those established in applicable transmittal
protocols.
3.01 Insurance
A. Owner and Consultant shall procure and maintain insurance as set forth in Exhibit C. "Insurance".
Each party shall cause the other party to be listed as an additional insured on applicable general
liability insurance policies.
B. Owner shall require Contractor to purchase and maintain policies of insurance covering workers'
compensation, general liability, property damage, motor vehicle damage and injuries, and other
insurance necessary to protect Owners and Consultant's interests in the Project_ Owner shall
require Contractor to cause Consultant and its Subconsultants to be listed as additional insureds
with respect to such liability and other insurance purchased and maintained by Contractor for the
Project.
C. Owner and Consultant shall each deliver to the other certificates of insurance evidencing the
coverages indicated in Exhibit C, "Insurance". Such certificates shall be furnished prior to
commencement of Consultant's services and at renewals thereafter during the life of the
Agreement.
D. All policies of insurance shall contain a provision or endorsement that the coverage afforded will
not be canceled or reduced in limits by endorsement, and that renewal will not be refused, until at
least 30 days prior written notice has been given to Owner and Consultant and to each other
additional insured (if any) to which a certificate of insurance has been issued.
4.O1 Payment for Services
A_ Payment: Owner shall pay Consultant in the amount and in the manner set forth in each signed
Task Authorization. Unless indicated otherwise in a particular Task Authorization, Owner's
payments to Consultant shall be on a time and expense basis in accordance with Consultant's
hourly billing rates referenced in Exhibit B adjusted annually for the year the work is completed,
plus reimbursable expenses and any subcontracted services, subject to any fee limit referenced in
each Task Authorization. Unless specifically indicated otherwise in a particular Task Authorization,
Consultant's charges for any subcontracted services shall be invoiced at cost plus fifteen percent.
B. Preparation of Invoices. Consultant will prepare invoices no more frequently than monthly for
submittal to Owner for review_ Unless otherwise directed by Owner, separate invoices shall be
submitted for each Task Authorization, based on payment methods and amounts set forth in each
Task Authorization. Supporting information will be provided with each invoice, to the extent
requested by Owner in a Task Authorization_
C_ Payment of Invoices. Invoices are due and payable within thirty (30) days of the date of the
invoice. If Owner fails to make a timely payment due Consultant, then Consultant may, without
liability, after giving seven (7) days' written notice to Owner, suspend services under this
Agreement until Consultant has been paid in full all amounts due for services, expenses, and
other related charges.
5001 Additional services
A. If mutually agreed by Owner and Consultant, or if required in Consultant's professional
judgement because of changes in the Project, or unforeseen circumstances, Consultant shall
furnish services in addition to those set forth in the executed Task Authorization via a written
amendment thereto.
Rev. 1212022 Page 4
B. When reasonably practicable in Consultants professional judgment, Consultant shall provide
Owner a written request for authorization to perform Additional Services and obtain Owner's
written authorization before performing said Additional Services. Consultant's written request
may be transmitted by electronic mail or regular mail. Consultant's request shall include a
description of the Additional Services required and an estimate of the cost thereof. If the Owner
fails to authorize the Additional Services within seven (7) days after Consultant's mailing or
transmission of Consultant's request, said request will be deemed to have been denied and
Consultant shall have no obligation to perform said Additional Services, nor shall Consultant bear
any responsibility or liability for any costs, damages or delays resulting from the lack of said
Additional Services.
C. When, in Consultant's professional judgement, Additional Services are required to be provided on
a schedule which does not allow time to obtain Owner's written authorization in advance,
Consultant shall begin to provide said Additional Services, As soon as reasonably practicable
thereafter, Consultant shall provide Owner written notice of its commencement of said Additional
Services and its request for authorization to complete the Additional Services. Consultant's
written requests may be transmitted by electronic mail or regular mail. If the Owner fails to
authorize the Additional Services within (3) days after Consultant's mailing or transmission of
Consultant's request, said request will be deemed to have been denied and Consultant shall have
no obligation to complete said Additional Services, nor shall Consultant bear any responsibility or
liability for any costs, damages or delays resulting from the lack or said Additional Services. Owner
shall pay Consultant for the Additional Services performed prior to the effective date of Owner's
denial.
D. Owner shall pay Consultant for any Additional Services provided as follows: (1 ) as may be
mutually agreed to in writing, or (2) in the absence of a mutual agreement an amount equal to
the cumulative hours charged to the Project by each member or each class of Consultant's
employees engaged in providing the Additional Services times the Consultant's hourly billing
rates for each applicable billing class in effect at the time the Additional Services are performed;
plus reimbursable expenses and charges for Consultant's Subconsultants, if any, at cost plus ten
(10) percent.
6.01 Dispute Resolution
A. Owner and Consultant agree to negotiate all disputes between them in good faith for a period of
30 days from the date of notice by either party of the existence of the dispute_ If a dispute
involves matters other than a claim by Consultant for payment of fees and the parties fail to
resolve the dispute through negotiation then Owner and Consultant agree that they shall first
submit any and all such unsettled claims, counterclaims, disputes, and other matters in question
between them arising out of or relating to this Agreement or the breach thereof ("Disputes") to
mediation by a mutually acceptable mediator. Owner and Consultant agree to participate in the
mediation process in good faith and to share the cost of the mediation equally. The process shall
be conducted on a confidential basis, and shall be completed within 150 days of the date of
notice by either party of the existence of the dispute. If such mediation is unsuccessful in
resolving a Dispute, then (t) the parties may mutually agree to an alternative dispute resolution of
their choice, or (2) either party may seek to have the Dispute resolved by a court of competent
jurisdiction.
B. if a dispute involves a claim by Consultant for payment of fees and the parties fail to resolve the
dispute through negotiation then Consultant may seek to have its claim for fees resolved by a
court of competent jurisdiction without first participating in mediation.
Rev. 12/2022 Page 5
7.01 Accrual of Claims
A. All causes of action between the parties to this Agreement including those pertaining to acts,
failures to act, or failures to perform in accordance with the obligations of the Agreement or
failures to perform in accordance with the standard of care shall be deemed to have accrued and
the applicable statutes of limitations shall commence to run not later than either the date of
Substantial Completion for acts, failures to act or failures to perform occurring prior to Substantial
Completion, or the date of issuance of the Notice of Acceptability of Work (or similar notice of the
final completion of the Project) for acts, failures to act or failures to perform occurring after
Substantial Completion.
8.01 Controlling Law
A. This Agreement is to be governed by the laws of the state of in which the Project is located.
9.01 Indemnification and Liability
A. The Consultant and the Owner mutually agree, to the fullest extent permitted by law, to indemnify
and hold each other harmless from any and all damage, liability or cost (including reasonable
attorneys' fees and defense costs) but only to the extent caused by their own respective negligent
acts, negligent errors or negligent omissions and those of anyone for whom they are legally liable,
and arising from the project that is the subject of this Agreement. Neither party is obligated to
indemnify the other in any manner whatsoever for the other's own negligence.
B. In addition to the indemnity provided under Paragraph 9,01 A and to the fullest extent permitted
by law, Owner shall indemnify and hold harmless Consultant and its officers, directors, partners,
employees, and Consultant's Subconsultants from and against all costs (including attorneys' fees),
losses, damages and liabilities arising out of or resulting from a Hazardous Environmental
Condition, provided that (i) any such cost, loss, damage or liability is attributable to bodily injury,
sickness, disease, or death, or to injury to or destruction of tangible property (other than the
Project itself), including the loss of use resulting therefrom.
C. To the fullest extent permitted by law, Consultant and the Owner waive against each other, and
the other's employees, officers, directors, agents, insurers, partners, and consultants, any and all
claims for or entitlement to special, incidental, indirect, or consequential damages arising out of,
resulting from, or in any way related to the Project.
D, In recognition of the relative risks and benefits of the Project to both the Owner and the
Consultant, the risks have been allocated such that the Owner agrees, to the fullest extent
permitted by law, to limit the liability of the Consultant and Consultant's officers, directors,
partners, employees, shareholders, owners and sub consultants for any and all claims (including
claims by third parties), losses, costs, damages of any nature whatsoever or claims expenses from
any cause or causes, including attorneys' fees and costs and expert-witness fees and costs, so that
the total aggregate liability of the Consultant and Consultant's officers, directors, partners,
employees, shareholders, owners and sub consultants shall not exceed $100,000, or the amount
actually paid to Consultant's for services rendered on this Project, whichever is greater (the
"Limitation Amount"), and further, in no event shall the Limitation Amount exceed the amount of
liability insurance proceeds actually available to the Consultant for the claim at issue at the time
of sett{ement or final judgment net of any and all expenses paid or incurred on the claim at issue,
payments made or incurred in connection with other claims made against the Consultant, or any
other circumstances which may reduce, impair, or eliminate the overall availability of such
insurance to the Consultant. it is intended that these limitations apply to any and all liability or
cause of action, including, without limitation, active and passive negligence, breach of contract,
breach of warranty, tort, strict liability, or equity, or liabilities that might arise out of the parties'
Rev. 12/2022 Page &
indemnification obligations, however alleged or arising, unless otherwise prohibited by law. The
Client specifically agrees that it has had the opportunity to negotiate this Limitation of Liability
clause and to accept or reject its inclusion herein.
10.01 Successors, Assigns, and Beneficiaries
A_ Owner and Consultant each is hereby bound and the partners, successors, executors,
administrators, and legal representatives of Owner and Consultant (and to the extent permitted
by Paragraph 10.01 _8 the assigns of Owner and Consultant) are hereby hound to the other party
to this Agreement and to the partners, successors, executors, administrators, and legal
representatives (and said assigns) of such other party, in respect of all covenants, agreements, and
obligations of this Agreement.
B. Neither Owner nor Consultant may assign, sublet, or transfer any rights under or interest
(including, but without limitation, moneys that are due or may become due) in this Agreement
without the written consent of the other, except to the extent that any assignment, subletting, or
transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written
consent to an assignment, no assignment will release or discharge the assignor from any duty or
responsibility under this Agreement. This provision shall not preclude Consultant from retaining
Subco nsulta nts as it deems reasonably necessary for the completion of the services rendered
hereunder.
11 .01 Termination
A. The obligation to provide further services under this Agreement maybe terminated.
1 . For cause,
a. By either party upon thirty (30) days' written notice in the event of substantial failure by
the other party to perform in accordance with the Agreement's terms through no fault of
the terminating party.
b. By Consultant:
1) upon seven (7) days' written notice if Consultant believes that Consultant is being
requested by Owner to furnish or perform services contrary to Consultant's
responsibilities as a licensed professional; or
2) upon seven (7) days' written notice if the Consultant's services for the Project are
delayed or suspended for more than 90 days for reasons beyond Consultant's
control.
3) Upon seven (7) days' written notice if Owner fails to pay an invoice when due.
4) in the event Consultant terminates this agreement for either of the above-specified
reasons, Consultant shall have no liability to Owner on account of such termination or
any resulting costs, damages or delays.
c. Notwithstanding the foregoing, this Agreement will not terminate as a result of a
substantial failure under Paragraph 11 .01 .A.1 .a if the party receiving such notice begins,
within seven (7) days of receipt of such notice, to correct its failure and proceeds
diligently to cure such failure ;within no more than thirty (30) days of receipt of notice,
provided, however, that if and to the extent such substantial failure cannot be reasonably
cured within such thirty (30) day ,period, and if such party has diligently attempted to cure
the same and thereafter continues diligently to cure the same, then the cure period
provided for herein shall extend up to, but in no case more than, sixty (50) days after the
date of receipt of the notice.
Rev. 1212022 Page 7
2. For convenience, by Owner effective ten (10) days after the receipt of written notice by
Co nsultant-
a. The terminating party under Paragraphs 11 .0l .A. 1 or 11 .01 ,A.2 may set the effective date
of termination at a time up to thirty (30) days later than otherwise provided to allow
Consultant to demobilize personnel and equipment from the Project site, to complete
tasks whose value would otherwise be lost, to prepare notes as to the status of
completed and uncompleted tasks, and to assemble Project materials in orderly files,
b. In the event of any termination under Paragraph 11 .01 .A.1 , Consultant will be entitled to
invoice Owner and to receive full payment for all services performed or furnished in
accordance with this Agreement and all reimbursable expenses incurred through the
effective date of termination. Upon making such payment, Owner shall have the limited
right to the use of Documents, at Owners sole risk.
C. In the event of termination by Owner for convenience or by Consultant for cause,
Consultant shall be entitled, in addition to payment for those items identified in
Paragraph 4.01, to payment of a reasonable amount for services and expenses directly
attributable to termination, both before and after the effective date of termination,
including, but not limited to, reassignment of personnel, costs of terminating contracts
with Consultant's Subconsultants, and other related close-out costs, using reasonable
methods of calculation including the methods and rates for Additional Services as set
forth in Paragraph 5.01 ,
12.01 No Third Party Beneficiaries
A- Nothing contained in this Agreement shall create a contractual relationship with or a cause of
action in favor of any third party against the Consultant
13.01 Waiver
A. Non-enforcement of any provisions by either party shall not constitute a waiver of that provision,
nor shall it affect the enforceability of that provision or of the remainder of this Agreement.
14.01 Confidentiality
A. Owner and Consultant agree that:
1 . neither party nor any of their employees or authorized representatives will disclose, sell,
transfer or make available to third parties any Confidential Information (as defined below) of
the other party except to employees, agents or subconsultants who need to know such
Confidential Information in the performance of their duties;
2. each ,party will use the Confidential Information solely for the purposes of carrying out their
responsibilities and obligations under the terms of this Agreement or a Task Authorization;
3_ each party will take those precautions reasonably necessary to maintain the confidentiality of
the other party's Confidential Information; and
4. upon request from the other party, each party shall return, or at the request of the other party
destroy, all copies of the other party's Confidential Information, once it is no longer needed
or permitted for use-
B. For purposes of this Agreement, Confidential Information shall mean all trade secrets, proprietary
information, know-how, processes, and other information and any tangible evidence, record or
representation thereof, financial information, business information and documents, the
Rev. 12/2022 Page 8
intellectual property of each party and other information, not generally known to the public,
which is confidential or proprietary. Confidential Information shall not, however, include
information which.
1 . was published or was otherwise available to the public prior to its being disclosed hereunder;
2. is published or otherwise becomes available to the public after its receipt from the disclosing
party through no act or failure on the part of the receiving party;
3_ was known to the receiving party prior to its receipt from the disclosing party as established
by the recipient's written records; or
4. was acquired by the receiving party from a third party under no obligation to maintain its
confidentiality-
C. Owner and Consultant agree that this confidentiality provision shall continue in force for a period
of one year subsequent to the date of the last Project invoice sent by Consultant to Owner.
15*01 Total Agreemetnt/5everability
A. This Agreement, including any expressly incorporated Exhibits, constitutes the entire Agreement
between Owner and Consultant and supersedes all prior written or oral understandings. This
Agreement may only be amended, supplemented, modified, or canceled by a duly executed
written instrument. If any term or condition of this Agreement shall, to any extent, be found
invalid, void or unenforceable, the remaining provisions shall remain in full force and effect to the
extent allowed by applicable law.
Rev. 12I2+022 Page 9
IN WITNESS WHEREOF; the parties hereto have executed this Agreement, the Effective Date of
which is indicated on page 1 .
OWNER: Town of Queensbury CONSULTANT: arto L ui i .C.
By: By:
John Strou h ona d H, lets r
Title: Supervisor Title: Senior Vice President
Date Date �r j --77
Signed: Signed: _1�� -�F .. L� ;Ali- --
Address for giving notices: Address for giving notices:
Town of Queensbury Barton & Loguidice, Attn: President
_ 742 Bay Road 443 Electronics Parkway
Queensbury, New York 12804 Liverpool, New York 13088
Rev. 1212022 Page 10
Exhibit A - Template for Task Authorizations
Town of Qiueensbury ("Owner") entered in to a Master Services Agreement with Barton & Loguidice, D.P.C.
("Consultant" or "B&L") with an effective date of January 1, 2023. In accordance with that Master Services
Agreement, the following Task Authorization is hereby approved and Consultant is authorized by Owner
to proceed with the services as delineated below. This is Consultant's Task Authorization-
Effective Date of this Task Authorization:
B&L Project Name:
BStL Project Number:
S&L Project Manager:
Owner's Project Manager:
Fee Limit for this Task Authorization, if any:
Payment Method: [e.g., Tilme & Expense per hourly billing rates; lump sum]
Consultant's Scope of Services:
Approved for Owner By
John Strough, Supervisor
Type Name and Title of Owner's Approver:
Approved for B8&L By:
Donald N. Fletcher, Senior Vice President
Type Name and Title of ML Approver:
Exhibit B - Consultant's Hourly Billing Rates Schedule
Note: The billing rates schedule shown below will be in effect for the
entire calendar year indicated on the rates schedule, and will be
replaced with Consultant's new billing rates schedule effective on
January 1st of each and every subsequent year of this Agreement.
Barton & Loguidice
Billing Rates for Calendar Year 2023
Travel by passenger vehicle IRS standard mileage rate fexcluslve of operator time)
Overnight travel & subsistence At cost
Telephone, postage, delivery, etc.
At COSt
In-house printing Unit rate schedule For printed material
Field equipment & expendables Unit rate schedule
Unmanned Aircraft Systems (UAS) equipment $300/day (exclusive of operator time)
Outside services including lab services & printing Cost plus 15%
individual staff at the following hourly rates:
Promotional Title Billing Title Billing Code Billing Rate
Principal Executive Manager P12 285.00
Senior Vice President Executive Manager P12 285.00
Vice President Manager V P11 245.00
Senior Associate Manager IV P10 220.00
Associate Manager Ill P9 205.00
Senior Managing Community Planner Manager l P7 185000
Senior Managing Engineer Manager it P8 195.00
Senior Managing Hydrogeologiist Manager III P9 205.00
Senior Managing Industrial Hygienist Manager I P7 185.00
Senior Managing Landscape Architect Manager It P8 195.00
Senior Consultant Manager 11 P8 195.00
Chief Engineer Manager If P8 195.00
Senior Project Manager Manager II P8 195.00
Chief Land Surveyor Professional Vi P6 170.00
Senior Construction Manager Professional VI P6 170.00
Managing Community Planner Professional IV P4 138.00
Managing Engineer Professional VI P6 170.00
Managing Hydrogeologist Professional VI P6 170.00
Managing Landscape Architect Professional V PS 153.00
Consultant Manager I P7 185.00
Lead Engineer Professional VI P6 170.00
Lead Environmental Scientist Professional VI P6 170.00
Project Manager Professional VI P6 170.00
Senior Land Surveyor Professional V P5 153.00
Construction Manager Professional 1V P4 138.00
Senior Project Architect Professional V P5 153.00
Senior Project Asset Management Specialist Professional W P6 170.00
Senior Project Engineer Professional V PS 153.00
Senior Project Industrial Hygienist Professional ill P3 126.00
Senior Project Landscape Architect Professional IV P4 138.00
Senior Staff Asset Management Specialist Manager I P7 185.00
Senior Staff Engineer Professional V PS 153.00
Senior Staff Environmental Scientist Professional III P3 126.00
3.0 Et
Barton & Logufdice
Billing Rates for Calendar Year 2023
Travel by passenger vehicle 4RS standard mileage rate (exclusive of operator time)
Overnight travel & subsistence At cost
Telephone, postage, delivery, etc. At cost
fn-house printing Unit rate schedule for printed material
Field equipment & expendables Unit rate schedule
Unmanned Aircraft Systems (UAS) equipment $300/day (exclusive of operator time)
Outside services including lab services & printing Cost plus 25%
Individual staff at the following hourly rates:
Promotional Title Sifting Title Billing Code Billing Rate
Senior Staff Field Scientist Professional III P3 126.00
Senior Staff Hydrogeologist Professional IV P4 138.00
Land Surveyor Professional IV P4 138.00
Project Architect Professional IV P4 138.00
Project Community Planner Professional 11 P2 114.00
Project Engineer Professional IV P4 138.00
Project Environmental Scientist Professional III P3 126.00
Project Landscape Architect Professional III P3 126.00
Staff Asset Management Specialist Manager I P7 185.00
Staff Engineer Professional IV P4 138.00
Staff Environmental Scientist Professional 11 P2 114.00
Staff Hydrogeologist Professional 11 P2 114.00
Staff Industrial Hygienist Professional II P2 114.00
Staff Intern Architect Professional III P3 126.00
Crew Chief Professional III P3 126.00
Assistant Landscape Architect li Professional II P2 114.00
Community Planner 11 Professional I P1 98.00
Engineer li Professional III P3 126.00
Environmental Scientist 11 Professional I P1 98.00
Hydrogeologist 11 Professional I P1 98.00
Intern Architect 11 Professional I1 P2 114.00
Engineer I Professional II P2 114.00
Environmental Scientist I Technician II T2 90.00
Hydrogeologist 1 Technician 11 T2 90.00
Industrial Hygienist I Technician I T1 78.00
Engineering Designer II Technician VI T6 143.00
Senior Engineering Technician Technician V TS 128.00
Senior Environmental Technician Technician I T1 79.00
Engineering Technician Technician III T3 105.00
Resident Engineer Construction III C3 143.00
Senior Inspector Construction 11 C2 121.00
inspector Construction I C1 108.00
Construction Monitor Construction I C1 108.00
3.0 CAL
Barton & Loguidice
Billing Rates for Calendar Year 2023
Travel by passenger vehicle IRS standard mileage rate (exclusive of operator time)
Overnight travel & subsistence At cost
Telephone, postage, delivery, etc. At cost
In-house printing Unit rate schedule for printed material
Field equipment & expendables unit rate schedule
Unmanned Aircraft Systems (UAS) equipment $300/day (exclusive of operator time)
Outside services Including [ab services & printing Cost plus 15%
Individual staff at the following hourly rates:
Promotional Title 13ill1ngTitle Billing Code Billing Rate
Instrument Operator Technician I T1 78.00
Senior Project Accountant Technical Assistant 11 TA2 90.00
Project Accountant Technical Assistant i TA1 77.00
Senior Marketing Specialist Technical Assistant 11 TA2 90.00
Senior Communications Specialist Technician IIi T3 105.00
UAS Operator Technician III T3 105.00
Marketing Specialist Technical Assistant I TA1 77.00
Communications Specialist Technician III T3 105.00
Engineering Aide Technical Assistant III TA3 106.00
Office Administrator Technical Assistant 1 TA1 77.00
Senior Group Technical Assistant Technical Assistant 11 TA2 90.00
Office Assistant Technical Assistant I TAi 77.00
Group Technical Assistant Technical Assistant i TA1 77.00
g
Exhibit C - Insurance
Per provision 3.01 .A of this Agreement, the kinds and amounts of insurance required are as follows:
a) A policy or policies providing protection for employees of the CONSULTANT in the event of job-
related injuries, generally referred to as "Worker's Compensation Insurance",
b) Automobile Liability policies with a combined single limit of not less than $ 1,000,000 for each
person, preach accident because of bodily injury, sickness, or disease including death at any time
resulting therefrom, sustained by any person, and for damages because of injury or destruction of
property, including the loss of use thereof, caused by accident and arising out of the ownership,
maintenance, or use of owned, non-owned or hired automobiles.
c) Commercial General Liability insurance shall be furnished with the limits of not less than:
General Aggregate $2,000,000 Each Occurrence $ 1 ,000,000
Products - Comp/Op Agg. $2,000,000 Damage to Rented Premises $100,000
Personal/Adv. Injury $1 ,o00,000 Medical Expense $50000
d) Excess Liability Insurance Umbrella Form, bodily injury and property damage combined:
Each Occurrence Aggregate
$1 ,0001000 $ 100000000
e) Professional Liability Insurance, when applicable, including errors and omissions, shall be
maintained with minimum limits of not less than One Million Dollars ($ 1 ,000r000)I