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Frontier Services Agreement - Static IP Address

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1 versions2024-12-09#op-_12092024-652-05inline resolution

Versions

  1. 12024-12-09
    Frontier Services Agreement - Static IP Address
    inline resolutionmeeting · 2024-12-09 · resolution op-_12092024-652-05 · passed

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Frontier Services Agreement - Static IP Address

RESOLVED

  • Mayor Smythe is authorized to sign the Frontier Services Agreement

Changes between versions

2025-07-10→2025-07-14
substantive change+38 −47

The document title was updated to include the vendor name and the effective date was set to July 14, 2025.

  • Title changed from 'Community Compost Service Agreement' to 'Community Compost Service Agreement — Laughing Fox Farm LLC'
  • Effective Date changed from '___ of _____, 2025' to '14th of July, 2025'
  • Term commencement date updated from '___ day of ____, 2025' to 'ist day of September, 2025'
  • In Section III (The Service), 'The O Zone' was replaced with 'The Professional' regarding bin swaps and emergency contact protocols
Show red-line diff
## Community Compost Service Agreement - I. **The Parties** : This Professional Service Contract (“Agreement”) made on the ___14th of _____July, 2025 (“Effective Date”), is by and between: Professional: Laughing Fox Farm, LLC, with a mailing address of 579 Spring Lake Road, Red Hook, NY (“Professional”) ## AND Client: Village of Red Hook, with a mailing address of 7467 S Broadway, Red Hook, NY (“Client”), Professional and Client are each referred to herein as a “Party” and, collectively, as the “Parties”. NOW THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and agreements contained herein, the Client hires the Professional to work under the terms and conditions hereby agreed upon by the Parties: - IIIl. **| Term** . The term of this Agreement shall commence on the ___ist day of ____September, 2025, and terminate: (check one) - At-Will: Written notice of at least 30 days’ notice - End Date: _____________, 2026 - Other: The Term can be extended with the written consent of the Parties. - III. **The Service** . The Professional agrees to provide the following: - A weekly food scrap pick-up service at (1) designated drop-off site within the Village of Red Hook. The O ZoneProfessional will swap out (2) full bins for (2) clean bins in the parking lot of 7467 S Broadway in the Village of Red Hook. The Professional will ensure that no food waste is left on site. Weekly service will take place on Mondays of each week between the hours of 8:00am and 2:00pm. If there is a delay in service due to weather or emergency, the O ZoneProfessional will contact the Village’s DPW Foreman to update on ETA of pick-up. Pick-up will occur no later than 48 hours after agreed upon time. ## Hereinafter known as the “Service”. Professional shall provide, while providing the Service, that he/she/they shall comply with the policies, standards, and regulations of the Client, including local, State, and Federal laws and to the best of their abilities. - IV. **Payment Amount** . The Client agrees to pay the Professional the following compensation for the Service performed under this Agreement: - $92/month ## Hereinafter known as the “Payment Amount”. The Payment Amount is all-inclusive and includes all service costs. There are no additional hidden fees. The Payment Amount is based on the Town of Red Hook’'s contract with the Professional being in place. Should the Town cancel their contract, the Parties agree to renegotiate this contract. ##- V. - **Payment Method** . The Client shall pay the Payment Amount Monthly. Hereinafter known as the “Payment Method”. The Payment Amount and Payment Method collectively shall be referred to as “Compensation”. - VI. **Deposit** . The Client is not required to pay a Deposit before the Professional is able to commence work. - VII. **Quality of Services** . If any of the Services performed by the Professional pursuant to this Agreement are inadequate or incomplete, the Client shall have the right to notify the Professional, at which time the Professional shall promptly address such work within 36 hours. - VIII. **Equipment.** Contractor will supply all necessary tools and materials, at the Professional's own expense, to provide the Services in the Agreement. Client is responsible for providing adequate drop-off sites, to allow for safe, ease of access for Professional Service, during all seasons. If Receptacles are damaged during the weekly pick-up or while under the supervision of the Professional, Professional will provide new receptacles, free of charge to the Client. If receptacles are lost, stolen or otherwise vandalized and deemed irreparable while on-site, new receptacles will be purchased. The cost of these new receptacles will be billed separately to the Client. The Client agrees to supply 4 collection bins at the beginning of the service. - IX. **Return of Property** . Upon the termination of the Agreement, all property provided by the Professional, including, but not limited to receptacles and signage, must be returned to the Professional. All property of the Client must remain in the same condition as before service commenced, during and after the termination of the Agreement. Failure to do so may result in a delay in any final payments made by the Client. - X. **_ Time is of the Essence** . Professional acknowledges that time is of the essence in regard to the performance of all Services. - XI. **Confidentiality** . Professional acknowledges and agrees that all financial information, including amounts paid and any other data and information related to the Client’s business is confidential (“Confidential Information”). Therefore, except for information which is a matter of public record, Professional shall not, during the term of this Agreement or after consent of the Client. its termination, disclose any Confidential Information, except with the prior written consent of the Client. - XII. **Taxes** . Professional shall pay and be solely responsible for all withholdings, including but not limited to Social Security, State unemployment, State and Federal income taxes, and any other obligations. In addition, Professional shall pay all applicable sales or use taxes on the labor provided and materials furnished or otherwise required by law in connection with the Services performed. - XIIIXII]. **Independent Contractor Status.** Professional acknowledges that he/she/they are an independent contractor and not an agent, partner, joint venture, nor an employee of the Client. Professional shall have no authority to bind or otherwise obligate the Client in any manner, nor shall the Professional represent to anyone that it has a right to do so. Professional further agrees that in the event the Client suffers any loss or damage as a result of a violation of this provision, the Professional shall indemnify and hold harmless the Client from any such loss or damage. - XIV. **Owner of Intellectual Property** . All Intellectual Property and other related material that is developed or produced during this agreement, by either Party, will be the property of solely that Party after the Termination of this Agreement. During the duration of Agreement, Client and Professional grant each other non-exclusive, limited use license of Intellectual Property of educational, branding, and communications purposes. - XV. **Autonomy.** Except as otherwise agreed upon in this Agreement, the Professional will have full control over working times, methods, and decision making in regard to the Services rendered. The Contractor will work autonomously and not at the direction of the Client. However, the Professional will be responsive to the reasonable needs and concerns of the Client. - XVI. **Safety.** Professional shall, at his/her/their own expense, be solely responsible for protecting its employees, sub-Professionals, material suppliers, and all other persons from risk of death, injury or bodily harm arising from or in any way related to the Services or the site where it is being performed (“Drop-Off Sites”). In addition, Professional agrees to act in accordance with the rules and regulations administered by federal las and OSHA. Professional shall be solely responsible and liable for any penalties, fines, or fees incurred. - XVII. **Default.** In the event of default under this Agreement, the defaulted Party shall reimburse the non-defaulting Party or Parties for all costs and expenses reasonable incurred by the non-defaulting Party or Parties in connection with the default. - XVIII. **Non-exclusivity:** The Parties acknowledge that this Agreement is non-exclusive, and both parties are free during and after the termination of this Agreement to engage or contract with Third Parties for the provision of services similar to The Services. - XIX. **Governing Law.** This agreement shall be governed by and shall be construed in accordance with the laws in the State of New York. ## XX. **Additional Terms & Conditions.** ______________________________________________________________ ______________________________________________________________a peep cg tenn en cn XXI. **Entire Agreement.** This Agreement constitutes the entire agreement between the Parties to its subject matter and supersedes all prior contemporaneous agreements, representations, and understandings of the Parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all Parties. IN WITNESS WHEREOF, the Parties hereto agree to the above term and have caused this Agreement to be executed in their names by their duly authorized officers. **==> picture [383 x 109] intentionally omitted <==** **----- Start of picture text -----**<br> Client’s Signature** ______________________ Date ___________________ 7/17/25<br>Print Name: ____________________________ **Karen Smythe, Mayor, we of Red Hook<br>Professional’s Signature________________**Signature_/ ? Date _________________ l [/ W ZS<br>Print Name: ____________________________Ray Silverman, Laughing Fox Farm, LLC<br>**----- End of picture text -----**<br>

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