Barton &Joguidice
May 13, 2024
Karen Smythe, Mayor Village of Red Hook Village Hall 7467 S Broadway Red Hook, NY 12571
Re: Proposal for Grant Writing Services for Year 2024 File: P710.2426
Dear Mayor Smythe,
Barton & Loguidice (B&L) is pleased to provide you with a proposal for the preparation and submission of a grant application under the 2024 Consolidated Funding Application (CFA) to provide funding for a governmental operations greenhouse gas inventory and Climate Action Plan in order to advance aims of the NYS Climate Act.
Project Understanding
Based on discussions between Village Trustee Kym Bradley-Rickard and Jayme Breschard and Bob Murphy of B&L, we understand that the Village desires to advance its participation in the NYS Climate Smart Communities program in conjunction with the broader effort to mitigate its effect on and adapt to the impacts of climate change. A necessary starting point for tackling this issue on a Village level is two-fold: understanding the baseline conditions and mapping out an action plan to address negative impacts on climate. Therefore, the approach of pursuing a greenhouse gas emissions inventory — focused on municipal operations — and a Village Climate Action Plan is appropriate at this time and will be competitive for funding compared to higher investment implementation projects.
A grant application for the following program is proposed:
Climate Smart Communities Grant Program: The Climate Smart Communities (CSC) Grant Program is a competitive 50/50 matching grant program for municipalities to implement projects focused on climate change adaptation and greenhouse gas (GHG) mitigation. Project types also include certain planning and assessment projects that are part of a strategy to achieve Climate Smart Communities Certification. - The Village Board will need to pass a resolution authorizing the application’s submission. Applications are typically due at the end of July, but program details and deadlines haven’t been announced for 2024 as of yet. Details of our approach and Scope of Service are summarized below.
Scope of Services
B&L will assist the Village with preparing and submitting an application as follows:
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Karen Smythe, Mayor VillageMay 13,of 2024Red Hook Page 2
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Facilitate one (1) project scoping meeting via Zoom to discuss the proposed project and partner coordination.
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Utilize the project scoping meeting to develop a scope of services for the greenhouse gas inventory and climate action plan.
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Prepare a draft, digital application for Climate Smart Communities grant program on behalf of the Village, supported by required information which may need to be collected/assembled by the Village. B&L will provide login information to the Village following completion of the applications. Draft application documents will be provided to the Village for review.
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Assist the Village with finalizing and submitting the applications, including download of all required support materials prior to the mid-summer deadline.
Proposed Schedule
- e Finalize/submit applications by mid-summer 2024. e Grant notification, if awarded, is anticipated by January 2025.
Fee Proposal
B&L proposes to prepare the Scope of Services outlined above for a total fee not to exceed lump sum fee of Three Thousand Nine Hundred Fifty Dollars ($3,950). If additional services are requested, they will be provided at our standard billing rates in effect at the time the services are requested.
Please return one copy of the signed agreement to our office for our files. We appreciate this opportunity to assist the Village of Red Hook with this effort. If you have any questions or would like to discuss this proposal further, please do not hesitate to contact me or Bob Murphy.
Sincerely,
RTON ait D.P.C. \ —— nald H. fletcher, P.E. Principal
RJM/tms
Encl. Standard Terms & Conditions
Authorization
Barton & Loguidice, D.P.C., is hereby authorized by the Village of Red Hook (“Client”) to proceed with the services described herein in accordance with the attached Terms and Conditions.
Karen Smythe, Mayor Date Village of Red Hook
P710.2426 Red Hook (V) 2024 Grant Writing Services Ltr.docx (Desktop, Mobile, Classic Web)
STANDARD TERMS AND CONDITIONS for PROFESSIONAL CONSULTANT SERVICES provided by BARTON & LOGUIDICE, D.P.C. ("Consultant")
The OWNER and the CONSULTANT, for themselves, their successors and assigns, have mutually agreed and do agree with each other as follows:
1.0 Basic Agreement
Consultant shall provide, or cause to be provided, the Services set forth in the proposal (PROPOSAL) to which these terms and conditions are attached, and Owner shall pay Consultant for such Services as set forth in PROPOSAL. The PROPOSAL, in conjunction with these terms and conditions is referred to herein as “Agreement”.
2.0 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 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.
C. All design documents prepared or furnished by Consultant are instruments of service, and Consultant retains an ownership 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.
D. 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.
E. 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.
F. 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.
G. 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 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 shall 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.
H. Unless otherwise included under this Agreement, the parties acknowledge that Consultant’s scope of services 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: (i) retains appropriate specialist consultants or contractors to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition; and (ii) warrants that the Site is in full compliance with applicable Laws and Regulations.
I. 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.
J. 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. K. When transmitting 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.
L. To the fullest extent permitted by law, Owner and Consultant (1) waive against each other, and the other’s employee’s, 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, and (2) agree that Consultant’s total liability to Owner under this Agreement shall be limited to $100,000 or the total amount of compensation received by Consultant pursuant to the PROPOSAL, 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 settlement 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.
3.0 Payment for Services
Consultant will prepare a monthly invoice in accordance with Consultant’s standard invoicing practice and submit the invoice to Owner. Invoices are due and payable within 30 days of the date of the invoice. Consultant may, without liability, after giving seven 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.
4.0 Additional Services
Additional services may be required in Consultant’s professional judgement because of changes in the Project, or unforeseen circumstances. The Consultant shall furnish services in addition to those set forth in the PROPOSAL if mutually agreed by Owner and Consultant. 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.
5.0 Dispute Resolution
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 (1) 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.
6.0 Accrual of Claims
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.
7.0 Controlling Law
This Agreement is to be governed by the law of the state in which the project is located.
8.0 Successors, Assigns, and Beneficiaries
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 herein the assigns of Owner and Consultant) are hereby bound 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. 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 Subconsultants as it deems reasonably necessary for the completion of the services rendered hereunder.
9.0 Termination
If Consultant’s services related to the project are terminated for any reason, Consultant shall be compensated for time plus reasonable expenses associated with demobilizing personnel and equipment, and, if requested in writing by the Owner, for completion of 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.
10.0 Total Agreement/Severability
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.
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