3.19 3.19
SERVICES\EHS Risk Management—Transition to New Safety Officer-9-11-2023
RESOLUTION AUTHORIZING ENGAGEMENT OF EHS RISK
MANAGEMENT TO PROVIDE SUPPLEMENTAL SUPPORT TO ASSURE
ENHANCED IMPLEMENTATION AND PARTICIPATION IN TOWN
EMPLOYEE SAFETY SUPPORT AND MANAGEMENT PROGRAM
RESOLUTION NO.: ,2023
INTRODUCED BY:
WHO MOVED ITS ADOPTION
SECONDED BY:
WHEREAS,by previous Resolutions the Queensbury Town Board has authorized engagement
of EHS Risk Management(EHS)for the provision of professional safety consulting services to support
the development and implementation of the Town of Queensbury's Safety Program, and
WHEREAS, the Town Board is satisfied with EHS's services to date and wishes to further
engage EHS for additional monthly safety support for a period of up to six (6) months at a cost of
$4,000 per month to help the Town's Safety and Compliance Officer to assure better and more
effective use of the Town's Safety Program as developed by EHS, as set forth in EHS's September
6, 2023 Proposal No 2023-09-06_01,
NOW, THEREFORE, BE IT
RESOLVED, that the Queensbury Town Board hereby authorizes and directs engagement of
EHS Risk Management for additional monthly safety support for a period of up to six (6) months
(September 2023 through February, 2024) at a cost of$4,000 per month, for a total sum not to exceed
$16,000 for the remainder of 2023, during the interim and transition to the Town's new Safety and
Compliance Officer as set forth in EHS's September 6, 2023 Proposal No 2023-09-06_01 substantially
in the form presented at this meeting, and
BE IT FURTHER,
RESOLVED,that such services shall be paid for from Account No.: 001-1430-4446,and
BE IT FURTHER,
RESOLVED, that the Town Board authorizes and directs the Town Budget Officer to
take all actions necessary to amend the Town Budget and effectuate the transfer of$16,000 from
Undesignated, Unappropriated Fund Balance Account No.: 001-0000-0909 to Account No.:
001-1430-4446, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to
execute any needed documentation and the Town Supervisor and/or Town Budget Officer to take all
actions necessary to effectuate the terms of this Resolution.
Duly adopted this 11t'day of September, 2023,by the following vote:
AYES
NOES
ABSENT:
EHS
September 6, 2023
Mr.John Strough
Town Supervisor
Town of Queensbury
742 Bay Road
Queensbury, NY 12804
RE: Additional Monthly Safety Support(2023/2024)
Town of Queensbury—Queensbury,New York
Proposal No. 2023-09-06 Cl
Dear John:
EHS Risk Management, LLC(EHS-RM) is pleased to provide the Town of Queensbury(Queensbury) with this
proposal for additional monthly safety support in the interim and transition to a new Safety Officer.
The following proposal provides the scope of work,project team,schedule,cost,and business terms.
SCOPE OF WORK
• EHS-RM will provide the services of Madeline Adams,CSP (or similar)as the interim and transition to a
new safety officer.
• EHS-RM will work with the staff at Queensbury,such as John Strough, Greg France,Victoria LaMarque,
Maura Mellon and department heads,on the implementation of the safety program.
• EHS-RM will provide appliable services,as time permits,contained in the safety officer job description,such
as support to the safety committee,safety program facilitation and implementation,safety training
implementation,accident investigations,etc.
• EHS-RM will work for Queensbury an average of five days(40 hours) per month in this support role,
estimated at one(1)day per week on site and one(1)day per month in our office.
• Note: As appropriate, Queensbury will provide EHS-RM with a location to work on the days we are on site.
PROJECT TEAM
Mr.Stephen Valentine, CIH will be the Client Manager for the project. It is anticipated that Ms. Madeline
Adams,CSP will provide these support services.
PROJECT SCHEDULE
EHS-RM is prepared to begin the project scope of work upon written receipt of authorization to proceed. It is
anticipated the work will start ASAP(September 9, 2023) and include the next six months(through February
2024)or longer,as authorized at that time. The schedule will be coordinated between EHS-RM and
Queensbury.
120 Defreest Drive,Troy,NY 12180 1518.281.3399
jimt@ehs-riskmanagementcom I www.ehs-riskmanagementcom
September 6,2023
Town of Queensbury—Additional Monthly Safety Support(2023/2024)
Proposal No.2023-09-06_01
PROJECT COSTING
EHS-RM will provide these services for the Monthly Cost of$4,000.00. Invoices will be issued quarterly at the
start of each quarter,with the first invoice from September—November 2023.
Costs are inclusive of all labor and project-related expenses. EHS-RM will complete this project per the
proposed scope of work and cost. If additional consulting services are requested,a scope and cost will be
provided and will not be invoiced without prior approval.
BUSINESS TERMS
EH5-RM's General Terms and Conditions(already agreed upon in the 3/16/22 proposal)apply to this proposal
(see attached copy). If this proposal is acceptable to you, please authorize EHS-RM to proceed with the work
described by signing and returning one copy of the Authorization page. EHS-RM is prepared to begin the
project immediately following written authorization to proceed.
This proposal is for the intended use between EHS-RM and Queensbury and any other use is prohibited.
CONCLUSION
EHS-RM appreciates the opportunity to present Queensbury with this proposal to provide safety consulting
services. If you have any questions regarding the proposal or pricing, please contact Steve Valentine at(315)
263-3183. Thank you again for your time and interest.
Respectfully,
Stephen Valentine,CH James M Testo CIH,CSP*
Vice President President
(*Retired CSP)
EHS Risk Management,LIC
Page 12
September 6,2023
Town of Queensbury—Additional Monthly Safety Support(2023/2024)
Proposal No.2023-09-06_O1
General Terns and Conditions
1. Unforeseen Condluons/Occurrenres Cost and schedule liability which EHS-RM is required to secure pursuant to
commitments contained in EHS-RM Risk Management.LLC(EHS- Paragraph 4 hereof; and provided further that ENS-RM 's
RM)proposal shall be subject to renegotiation for unreasonable obligation hereunder shall not extend to indemnification or
delays caused by the clients failure to provide specified facilities holding harmless of a party indemnified hereunder for any claims
or information or for delays caused by unpredictable occurrences of loss of profits or any other indirect special. incidental or
such as fires, floods, strikes, riots, unavailability of labor or consequential damages of any nature whatsoever.
materials or services, process shutdown, acts of God or of the
public enemy,or acts of regulations of any governmental agency. b. Client shall indemnify and hold harmless EHS-RM and its
Work stoppage or interruption caused by any of the above may directors, officers employees, and agents from and against all
result in additional cost(requiring a change in scope)beyond that liability, claims, sults, lasses, damages, costs and demands,
identified in EHS-RM 's proposal for performance of the Project including reasonable legal expenses and attorneys fees connected
entitling EHS-RM to an adjustment to the cost and schedule. therewith, on account of personal injury, including death, or
property damage,sustained by any person or entity not a party to
2.Payment Terms Invoices will be submitted on a monthly basis any agreement between EHS-RM and client and arising out of or
unless otherwise stated in the EHS-RM proposal. All invoices are connected with the performance of such agreement,to the extent
due upon receipt.All unpaid balances outstanding over thirty days such injury.death or damage is caused by the sole or contributory
will incur an interest charge of 1.5%per month or the maximum negligence or willful misconduct of client or its contractors or their
permissible understate law. EHS-RM reserves the right to suspend respective employees, officers and agents; provided that such
service,with 7 days advance written notice,until all outstanding injury,death or damage is not occasioned by the sole negligence of
invoices are satisfied. In the event that EHS-RM is required to EHS-RM or its subcontractors or their respective employees.
pursue payment through retainment of counsel or a collection officers and agents;and provided further that client's obligation
service,reasonable costs of collection will be incurred by and be hereunder shall not extend to indemnification or holding harmless
the responsibility of the client of a party indemnified hereunder for any claims of loss of profits
or any other indirect,special,incidental or consequential damages
3.3'erminatioa Any agreement may be terminated in whole or in
of any nature whatsoever.
part in writing by either party in the event of substantial or
material failure by the other party to fulfill its obligations under c Client acknowledges that EHS-RM has neither created nor
such agreement through no fault of the terminating party, contributed to the creation or existence of any type of hazardous
provided that no such termination shall be effective unless the or toxic waste,material,chemical,compound,or substance,or any
other party is given (1)not less than ten calendar days wntten other type of environmental hazard,contamination,or pollution,
notice of intent to terminate and (2) an opportunity for whether latent or patent,or the release thereof or the violation of
consultation with the terminating party prior to the effective date any law or regulation relating thereto,at the site of the Project or
of such termination.A final invoice will be calculated on the first or in connection with the performance of the Project and it is
fifteenth of the month (whichever comes first) following the understood that EHS-RM shall have no liability for any such
effective date of termination. condition,and client shall indemnity EHS-RM for any and all loss,
4.antranre EHS-RM shall maintain policies of insurance for the cost or damage actually sustained and incurred by EHS-RM in
following types of coverage,each(with the exception of Workers connection therewith
Compensation)with a limit of liability of S1,000,000.00 combined d.The provisions of Paragraph 5 shall survive the completion of
single(s limity and $2,000,000m aggregate.i ; Workers Compensation Geneon the Project or the expiration,cancellation or termination of any
Liability;
and and pre ensiv Liability; ComprehensiveLiability. RMGe willal agreement between EHS-RM and client
a Comprehensive Automotive f1,000RM 0
also maintain P1,000,000l Liabilityg Leverage of 81,000,000.00 6.Standard of fare
single limit E1,000,00U.00 aggregate. a.EHS-RM will perform its services using that degree of care and
EHS-RM shall, at the client's request provide the client with a skill ordinarily exercised under similar conditions by reputable
certificate of insurance or other satisfactory evidence that such members of the environmental health and safety consulting
insurance has been obtained and that such policies are maintained profession performing the kind of services and practicing in the
in force throughout he period in which EHS-RM provides services same or similar locality at the time of service.
to the client under any agreement.
b. Except for the express promise set forth in subparagraph (a)
S.Indemnification above, regarding EHS-RM 's standard of care, EHS-RM neither
a.EHS-RM shall indemnify and hold harmless the client and its makes, nor offers, nor shall EHS-RM be liable to client for any
directors, officers, employees, and agents from and against all express or implied warranties with respect to the performance of
liability, claims, suits, losses, damages, costs and demands, EHS-RM services Estimates of cost, approvals,
including reasonable legal expenses and attorney's fees connected recommendations,opinions,and decisions are made on the basis
therewith on account of personal injury, including death, or of EHS-RM's experience,qualifications,and professional judgment
property damage.sustained by any person or entity not a party to and are not guaranteed. EHS-RM shall not be regarded as a
any agreement between EHS-RM and client and arising out of or guarantor with respect to any work product provided to client.
connected with the performance of such agreement,to the extent THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
such injury,death or damage is caused by the sole or contributory FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY WAIVED BY
negligence or willful misconduct of EHS-RM or its subcontractors CLIENT.
or their respective employees,officers and agents;provided that
such injury, death or damage is not occasioned by the sole c. In no event shall EHS-RM and EHS-RM 's officers,directors,
negligence of client or its contractors or their respective employees, agents, independent professional consultants, and
employees,officers and agents;and provided further,that EHS-RM contractors be liable to client and/or anyone claiming by,through
's liability under this indemnity provision shall be limited to and or under client including client's insurers,for any lost,delayed,or
not exceed the insurance coverage's and associated limits of diminished profits,revenues,or opportunities:losses by reason of
ENS Risk Management,LLC
Page j 3
shutdown or inabilityto utilize or complete work at the site of the 10. Subpoena/Denncirinnr If EHS-RM personnel are called or
Project;or any other incidental,special,indirect,or consequential subpoenaed for depositions,examination,or court appearances in
damages of any kind or nature whatsoever resulting from EHS-RM any dispute arising out of the Project,EHS-RM shall be reimbursed
's performance or failure to perform services pursuant to any on a time and material basis in accordance with this agreement for
agreement such matters, including all out-of-pocket costs incurred in
connection with such matters.
d.EHS-RM and EHS-RM's officers,directors,employees,agents
and independent professionals and contractors shall not be liable I1.Severability if any of these General Terms and Conditions shall
to client and/or anyone claiming by, through or under client be finally determined to be invalid or unenforceable in whole or in
Including client's insurers, nor shall EHS-RM be liable to part the remaining provisions hereof shall remain in full force and
indemnify client pursuant to Paragraph 5,hereof,in an amount effect and be binding upon the parties.The parties agree to reform
which exceeds either(i) $100,000.00 or the total compensation the contract between them to replace any such invalid or
value to EHS-RM of the Project whichever amount is less,if the unenforceable provisions with a valid and enforceable provision
claims of client or client's insurers against EHS-RM are not that comes as close as possible to the intention of the stricken
covered by the insurance coverages and associated limits of provision,
liability which EHS-RM is required to maintain pursuant to
Paragraph 4 hereof,or(ii)the amount of coverage afforded by 12. priority and Intnaradon Once the client has signified its
EHS-RM s insurance coverage as described in Paragraph 4 hereof acceptance of EHS-RM's proposal,the express terms of EHS-RM's
if the claims of client or client's Insurers against EHS-RM are proposal to client and these General Terms and Conditions shall
covered by the insurances and associated limits of liability which constitute the complete and exclusive statement of the terms of the
EHS-RM is required to maintain pursuant to Paragraph 4 hereof. agreement between the parties and are intended as a final
The client hereby forever releases EHS-RM and its officers, expression of the terms of such agreement and will supersede all
principal%employees and agents from any liability for losses or prior and contemporaneous agreements, representations or
damages sustained
ustained and incurred by the client in excess of such conditions,express or implied,oral or written. No provision of
amount ENS-RM's proposal or these General Terms and Conditions maybe
waived,altered,or modified In any manner,unless the same shall
ty"
e.As used in this Paragraph 6,the term-liable"or"liability be set forth in writing and signed by a duly authorized
liability of any kind, whether in contract (including breach of representative of EHS-RM. Client may use its standard business
warranty),in tort(including negligence,whether of EHS-RM or forms (such as purchase orders) to administer any agreement
others),in strict liability,for indemnity,or otherwise,for any and between EHS-RM and client,but use of such forms shall be for
all injuries, claims, losses, expenses or damages whatsoever convenience purposes only,and any typed provision in conflict
arising out of or in any way related to EHS-RM's services from any with the terms of EHS-RM's proposal or these General Terms and
cause or causes whatsoever, including but not limited to the Conditions and all pre-printed terms and conditions contained in
negligence,errors,omissions,strict liability or breach of contract or on such forms shall be deemed stricken and null and void.
of EHS-RM and/or EHS-RM 's officers, directors, employees,
agents and independent professional consultants,or any of them.
The provisions of this Paragraph 6 providing for limitations of and
protections against EHS-RM's liability shall survive the completion
of the Projector the expiration,cancellation,or termination of any
agreement between EHS-RM and client,and such provisions shall
apply the full extent permitted by law.
].HazaMmw Materials Client recognizes that,when it is known.
assumed or suspected that hazardous materials exist onor
beneath the surface of the site of the Project or withi any
structure thereon,certain sampling materials should be handled
as if hazardous or contaminated. Accordingly,when sampling is
included in the scope of services and when determined by ENS-BM
in its sole and exclusive judgment to be necessary based on EHS-
RM's assessment of the degree of contamination,hazard and risk
EHS-RM will promptly inform client that containerization and
labeling will be performed;will appropriately contain and label
such materials;and will leave the containers on site for proper,
lawful storage,removal,transport and disposal by client Client
waives any claim against EHS-RM,and agrees to indemnify,defend
and hold EHS-RM harmless from any claim or liability for Injury or
loss which may arise as a result of the drill cuttings.drilling fluids
or other assumedly hazardous materials being left on the site of
the Project after their containerization by EHS-RM.
B.Documents All correspondence,written reports and supporting
documents provided under this agreement are for exclusive use
and reliance by the client Client acknowledges that these
documents will not be used or relied upon by entities other than
the client and may not be used or relied upon in any prospectus or
offering curriculum.
9.PromotionClient agrees that EHS-RM may use client's name and
general description of the Project as a reference for marketing to
other prospective clients.
EHS Risk Management,Lit
Page I a
EHS Risk Management, LLC
AUTHORIZATION TO PROCEED
PROPOSAL NO. 2023-09-06_01
TOWN OF QUEENSBURY
ADDITIONAL MONTHLY SAFETY SUPPORT (2023/2024)
The above-referenced proposal as described is agreed to and accepted by:
Signature Date
Printed Name Title
EeS Risk Management,LLC
Page 5
EHS
September 6, 2023
Mr.John Strough
Town Supervisor
Town of Queensbury
742 Bay Road
Queensbury, NY 12804
RE: Additional Monthly Safety Support(2023/2024)
Town of Queensbury—Queensbury, New York
Proposal No. 2023-09-06_01
Dear John:
EHS Risk Management, LLC(EHS-RM) is pleased to provide the Town of Queensbury(Queensbury) with this
proposal for additional monthly safety support in the interim and transition to a new Safety Officer.
The following proposal provides the scope of work, project team,schedule, cost,and business terms.
SCOPE OF WORK
• EHS-RM will provide the services of Madeline Adams,CSP(or similar)as the interim and transition to a
new safety officer.
• EHS-RM will work with the staff at Queensbury,such as John Strough, Greg France,Victoria LaMarque,
Maura Mellon and department heads,on the implementation of the safety program.
• EHS-RM will provide appliable services,as time permits,contained in the safety officer job description,such
as support to the safety committee,safety program facilitation and implementation,safety training
implementation,accident investigations,etc.
• EHS-RM will work for Queensbury an average of five days(40 hours) per month in this support role,
estimated at one(1) day per week on site and one(1)day per month in our office.
• Note: As appropriate, Queensbury will provide EHS-PM with a location to work on the days we are on site.
PROJECT TEAM
Mr.Stephen Valentine, OH will be the Client Manager for the project. It is anticipated that Ms. Madeline
Adams,CSP will provide these support services.
PROJECT SCHEDULE
EHS-RM is prepared to begin the project scope of work upon written receipt of authorization to proceed. It is
anticipated the work will start ASAP(September 9, 2023)and include the next six months(through February
2024)or longer, as authorized at that time. The schedule will be coordinated between EHS-RM and
Queensbury.
120 Defreest Drive,Troy,NY 12180 1518.281.3399
jimt[mehs-riskmanagementcom I www.ehs-riskmanagementcom
i
September 6,2023
Town of Queensbury—Additional Monthly Safety Support(2023/2024)
Proposal No.2023-09-06 01
PROJECT COSTING
EHS-RM will provide these services for the Monthly Cost of$4,000.00. Invoices will be issued quarterly at the
start of each quarter,with the first invoice from September—November 2023.
Costs are inclusive of all labor and project-related expenses. EHS-RM will complete this project per the
proposed scope of work and cost. If additional consulting services are requested, a scope and cost will be
provided and will not be invoiced without prior approval.
BUSINESS TERMS
EHS-RM's General Terms and Conditions(already agreed upon in the 3/16/22 proposal) apply to this proposal
(see attached copy). If this proposal is acceptable to you, please authorize EHS-RM to proceed with the work
described by signing and returning one copy of the Authorization page. EHS-RM is prepared to begin the
project immediately following written authorization to proceed.
This proposal is for the intended use between EHS-RM and Queensbury and any other use is prohibited.
CONCLUSION
El15-RM appreciates the opportunity to present Queensbury with this proposal to provide safety consulting
services. If you have any questions regarding the proposal or pricing,please contact Steve Valentine at(315)
263-3183. Thank you again for your time and interest.
Respectfully,
IbD
bo
Stephen Valentine,OH James M Testo CIH,CSP'
Vice President President
(*Retired CSP)
EMS Rlsk Management,LLC
Page 12
September 6,2023
Town of Queensbury—Additional Monthly Safety Support(2023/2024)
Proposal No.2023-09-06_01
c.iaoll TcP nos Ind Cndjrjnn.
1. Unforeseen Conditions/Occurrences Cost and schedule liability which EHS-RM is
required to secure pursuant to
comminnents contained in EHS-RM Risk Management,LLC(EHS- Paragraph 4 hereof; and provided further that EHS-RM 's
RM) proposal shall be subject to renegotiation for unreasonable obligation hereunder shall not extend to indemnification or
delays caused by the client's failure to provide specified facilities holding harmless of a party indemnified hereunder for any claims
or information or for delays caused by unpredictable occurrences of loss of profits or any other indirect special, incidental or
such as fires, floods, strikes, riots, unavailability of labor or consequential damages of any nature whatsoever.
materials or services, process shutdown, acts of God or of the
public enemy,or acts of regulations of any governmental agency. b. Client shall indemnify and hold harmless EHS-RM and its
Work stoppage or interruption caused by any of the above may directors, officers, employees, and agents from and against all
result in additional cost(requiring a change in scope)beyond that liability, claims, suits, losses, damages, costs and demands,
identified in EHS-RM 's proposal for performance of the Project including reasonable legal expenses and attorneys fees connected
entitling EHS-RM to an adjustment to the cost and schedule. therewith, on account of personal injury, including death, or
property damage,sustained by any person or entity not a party to
2.Payment Terms Invoices will be submitted on a monthly basis any agreement between EHS'RM and client and arising out of or
unless otherwise stated in the EHS-RM proposal. All invoices are connected with the performance of such agreement,to the extent
due upon receipt All unpaid balances outstanding over thirty days such injury,death or damage i aused by the sole or contributory
will incur an interest charge of 1.556 per month or the maximum negligence or willful misconduct of client or its contractors or their
permissible understate law.EHS-RM reserves the right to suspend respective employees, officers and agents; provided that such
service,with 7 days advance written notice,until all outstanding injury,death or damage is not occasioned by the sole negligence of
invoices
are satisfied. In the event that EHS-RM is required to EFTS-RM or its subcontractors or their respective employees,
pursue payment through retainment of counsel or a collection officers and agents;and provided further that clients obligation
service,reasonable costs of collection will be incurred by and be hereunder shall not extend to indemnification or holding harmless
the responsibility of the client of a party indemnified hereunder for any claims of loss of profits
3.Termination Any agreement may be terminated Nwhole or in or any other indirect,special,incidental or consequential damages
of any nature whatsoever.
part in writing by either party in the event of substantial or
material failure by the other party to fulfill its obligations under c. Client acknowledges that EHS-RM has neither created nor
such agreement through no fault of the terminating party, ontributed to the creation or existence of any type of hazardous
provided that no such termination shall be effective unless the or toxic waste,matenal,chemical,compound.or substance,or any
other party is given (1) not less than ten calendar days written other type of environmental hazard,contamination,or pollution,
notice of intent to terminate and (2) an opportunity for whether latent or patent or the release thereof or the violation of
consultation with the terminating party prior to the effective date any law or regulation relating thereto,at the site of the Projector
of such termination.A final invoice will be calculated on the first orin connection with the performance of the Project, and it is
fifteenth of the month (whichever comes first) following the understood that EHS RM shall have no liability for any such
effective date of termination. condition,and client shall indemnify EHS-RM for any and all loss,
4.Ipcuranre EHS-RM shall maintain policies of insurance for the cost,or damage actually sustained and incurred by EHS-RM in
following types of coverage,each(with the exception of Workers connection therewith
Compensation)with a limit of liability of 31.000,00D.00 combined d.The provisions of Paragraph 5 shall survive the completion of
singletat limit and Eoyer's aggregate. oWmpehrs CompensationveGeneral the Project or the expiration,cancellation or termination of any
(statutory)and and Employer's Liability; Comprehensive agreement between EHS-RM and client
Liability; ComprehensiveAutomotive rageilof EHS-RM will
also maintain Professional1, 0 Liabilityr Leverage of E1,000.00000
single limit and E1,OOo,000.00 aggregate. 6.StandarEHS-RM Cart
a.EHS-RM will perform its services using that degree of care and
EHS-RM shall,at the client's request, provide the client with a skill ordinarily exercised under similar conditions by reputable
certificate of insurance or other satisfactory evidence that such members of the environmental health and safety consulting
insurance has been obtained and that such policies are maintained profession performing the kind of services and practicing in the
in force throughout the period in which EHS-RM provides services same or similar locality at the time of service.
to the client under any agreement
b. Except for the express promise set forth in subparagraph (a)
S.Indemnification above, regarding EHS-RM 's standard of care, EHS'RM neither
a.EHS-RM shall indemnify and hold harmless the client and its makes. nor offers, nor shall EHS-RM be liable to client for any
directors. officers, employees, and agents from and against all express or implied warranties with respect to the performance of
liability, claims, suits, losses, damages, costs and demands, EHS-RM 's services. Estimates of cost, approvals,
including reasonable legal expenses and attorneys fees connected recommendations,opinions,and decisions are made on the basis
therewith, onaccount of personal injury, including death, orofEHS-RM's experience.qualifications,and professional judgment
property damage, stained by any person or entity not a partyto and are not guaranteed. EHS-RM shall not be regarded as a
any agreement between EHS-RM and client and arising out of or guarantor with respect to any work product provided to client
connected with the performance of such agreement,to the extent THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
such injury,death or damage is caused by the sole or contributory FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY WAIVED BY
negligence or willful misconduct of EHS-RM or its subcontractors CLIENT.
or their respective employees,officers and agents;provided that
such injury, death or damage is not occasioned
asioned by the sole c. In no event shall EHS-RM and EHS-RM's officers, directors,
negligence of client or its contractors or their respective employees, agents, independent professional consultants, and
employees.officers and agents;and provided further,that EHS-RM contractors be liable to client and/or anyone claiming by,through
's liability under this indemnity provision shall be limited to and or under client including client's insurers,for any lost,delayed,or
not exceed the insurance coverage's and associated limits of diminished profits.revenues.or opportunities;losses by reason of
EHS Risk Management,LLC
Page 13
shutdown or inability to utilize or complete work at the site of the 10. Subooena/Denositions If EHS-RM personnel are called or
Project;or any other incidental,special,indirect or consequential subpoenaed for depositions,examination,or court appearances in
damages of any kind or nature whatsoever resulting from EHS-RM any dispute arising out of the Project,EHS-RM shall be reimbursed
's performance or failure to perform services pursuant to any onatime and material basis in accordance with this agreement for
agreement such matters, including all out-of-pocket costs incurred in
connection with such matters.
d.EHS-RM and EHS-RM's officers,directors,employees,agents
and independent professionals and contractors shall not be liable 11.Seieralialitn If any of these General Terms and Conditions shall
to client and/or anyone claiming by, through or under client, be finally determined to be invalid or unenforceable in whole or in
including client's insurers, nor shall EHS-RM be liable to part,the remaining provisions hereof shall remain in full force and
indemnify client pursuant to Paragraph 5,hereof,in an amount effect and be binding upon the parties.The parties agree to reform
which exceeds either (i) S100,20000 or the total compensation the contract between them to replace any such invalid or
value to EHS-RM of the Project,whichever amount is less,if the unenforceable provisions with a valid and enforceable provision
claims of client or client's insurers against EHS-RM are not that comes as close as possible to the intention of the stricken
covered by the insurance coverages and associated limits of provision.
liability which EHS-RM is required to maintain pursuant to
Paragraph 4 hereof,or(ii) the amount of coverage afforded by 12. Priority and Integration Once the client has signified its
EHS-RM's insurance coverage as described in Paragraph 4 hereof acceptance of EHS-RM's proposal,the express terms of EHS-RM's
if the claims of client or client's insurers against EHS-RM proposal to client and these General Terms and Conditions shall
covered by the insurances and associated limits of liability whiare
constitute the complete and exclusive statement of the terms of the
EHS-RM is required to maintain pursuant to Paragraph 4 hereof agreement between the parties and are intended as a final
The client hereby forever releases EHS-RM and its officers, expression of the terms of such agreement and will supersede all
principals,employees and agents from any liability for losses or prior and contemporaneous agreements, representations or
damages sustained and incurred by the client in excess of such conditions,express or implied,oral or written. No provision of
amount. EHS-RM's proposalor these General Terms and Conditionsmay be
waived,altered,or modified in any manner,unless the same shall
e.As used in this Paragraph 6,the term'liable"or"liability"means be set forth in writing and signed by a duly authorized
liability of any kind, whether in contract (including breach of representative of EHS-RM. Client may use its standard business
warranty),in tort(including negligence,whether of EHS-RM or forms (such as purchase orders) to administer any agreement
others),in strict liability,for indemnity,or otherwise,for any and between EHS-RM and client, but use of such forms shall be for
all injuries, claims, losses, expenses or damages whatsoever convenience purposes only,and any typed provision in conflict
arising out of or in any way related to EHS-RM's services from any with the terms ofEHS-RM's proposal or these General Terms and
cause or causes whatsoever, including but not limited to the Conditions and all pre-printed terms and conditions contained in
negligence,errors,omissions,strict liability or breach of contract or on such forms shall be deemed stricken and null and void.
of EHS-RM and/or EHS-RM 's officers, directors, employees,
agents and independent professional consultants,or any of them.
The provisions of this Paragraph 6 providing for limitations of and
protections against EHS-RM's liability shall survive the completion
of the Projector the expiration,cancellation,or termination of any
agreement between EHS-RM and client,and such provisions shall
apply the full extent permitted by law.
7.Bnnrdous Materials Client recognizes that,when it is known,
assumed or suspected that hazardous materials exist on or
beneath the surface of the site of the Project or within any
structure thereon,certain sampling materials should be handled
as if hazardous or contaminated. Accordingly,when sampling is
included in the scope of services and when determined by EHS-RM
in its sole and exclusive judgment to be necessary based on EHS-
RM's assessment of the degree of contamination,hazard and risk,
EHS-RM will promptly inform client that containerization and
labeling will be performed; will appropriately contain and label
such materials;and will leave the containers on site for proper,
lawful storage,removal,transport and disposal by client Client
waives any claim against EHS-RM,and agrees to indemnify,defend
and hold EHS-RM harmless from any claim or liability for injury or
loss which may arise as a result of the drill cuttings,drilling fluids
or other assumedly hazardous materials being left on the site of
the Project after their containerization by EHS-RM.
B.Documents All correspondence,written reports and supporting
documents provided under this agreement are for exclusive use
and reliance by the client Client acknowledges that these
documents will not be used or relied upon by entities other than
the client and may not be used or relied upon in any prospectus or
offering curriculum.
9.Promotioa Client agrees that ENS-RM may use client's name and
general description of the Project as a reference for marketing to
other prospective clients.
EHS Risk Management,LLC
Page la
EHS Risk Management, LLC
AUTHORIZATION TO PROCEED
PROPOSAL NO. 2023-09-06_01
TOWN OF QUEENSBURY
ADDITIONAL MONTHLY SAFETY SUPPORT (2023/2024)
The above-referenced proposal as described is agreed to and accepted by:
Signature Date
Printed Name Title
EHS Risk Management,LLC
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