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� RESOLUTION 2023-340
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ADOPTED DOC ID: 19032 A
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2023-340 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
APRIL 11, 2023:
Resolved that the Town Board of Town of Southold hereby authorizes and directs Supervisor
Scott A. Russell to execute an agreement between the Town of Southold and Video Hi-Tech
Corp. d/b/a Adwar Video for the upgrade of the existing audio system in the town meeting hall
as outlined in, and in accordance with, Quote#AAAQ52674-02, dated 3/24/2023 in the
approximate sum of$38,419.35. Funds are available in H.1680.2.600.675, Town Hall Audio
Video System.
Denis Noncarrow
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Brian O. Mealy, Councilman
SECONDER:Jill Doherty, Councilwoman
AYES: Nappa, Doroski, Mealy, Doherty, Evans, Russell
GO ze
Office of the Town Attorney
Town. of Southold
Town Hall Annex, 54375 Route 25
P.O. Box 1179
Southold, New York 11971-0959
Telephone : 631-765-1939
Facsimile: 631-765-6639
MEMORANDUM
To: Denis Noncarrow, Town Clerk
From: Missy Mirabelli
Secretary to the Town Attorney
Date: May 26, 2023
Subject: Agreement between Town of Southold and Video-Hi Tech Video
With respect to the above-referenced matter, I am enclosing the original Agreement
together with the Resolution.
If you have any questions regarding the enclosed, please do not hesitate to call me.
Thank you.
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Enclosures
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THIS AGREEMENT made and entered into this a3rr� of May 2023, by and between Town of
Southold (hereinafter referred to as "Town"), a municipal corporation organized and existing under
and,by virtue of the laws of the State of New York (mailing address: c/o Dennis Noncarrow, Town
Clerk, P.O. Box 1179, Southold, New York 11971-0959), party of the first part, and Video Hi-Tech
Corp. d/b/a Adwar Video (hereinafter referred to as "Contractor") with an address at 125 Gazza
Boulevard, Farmingdale,New York 11735, party of the second part.
WITNESSETH: That the Town and Contractor, for the consideration named, hereby agree as follows:
1. PURPOSE.
The Contractor shall provide professional services in conjunction with the sale and installation of goods
for the purpose of upgrading the existing audio system to support improved conferencing and voice lift
from the central work table at Southold Town Meeting Hall located at 53095 Main Road, Southold New
York, all in accordance with Quote#AAAQ52674-02, dated March 24, 2023.
2. SPECIFIC SERVICES.
The Contractor shall perform all the tasks as set forth in the Proposal submitted to the Town dated
March 24, 2023, as Quote # AAAQ52674-02, a copy of which is attached hereto as Appendix"A" and
made a part hereof, for the total sum of$38,419.35.
3. TIME AND ATTENDANCE, COOPERATION BY THE TOWN
The services to be rendered under this Contract shall be completed within two (2) months of execution
of the contract.
The Town agrees to cooperate with Contractor, as needed, and to provide Contractor with copies of
any records, documents and other information needed for performance of this agreement on a timely
basis. The Town further agrees to provide Contractor with access to all work areas and appropriate
officials and/or employees of the Town, as may be needed in the performance of the agreement
Moreover, both parties understand and agree that mutual accountability and responsiveness is critical
to the successful completion of the project, and therefore both shall always use their best faith efforts
to be accountable and promptly responsive to each other.
4. COMPENSATION.
In payment for the services to be performed hereunder by Contractor, the Town shall make
payments to Contractor as follows:
(a) For the services to be performed by Contractor pursuant to Paragraph"2" hereof,the Town shall
pay Contractor as set forth in the Proposal (Appendix "A"). Contractor shall submit an itemized
voucher for work actually completed on a monthly basis to the Town Comptroller. Such voucher shall
be due and payable within 45 days after receipt of such voucher, subject to review of the
Comptroller and approval for payment by the Town Board.
(b) The Town shall process any vouchers received from Contractor as expeditiously as possible.
(c) In the event that the Town disputes or objects to any portion of any voucher submitted by Contractor
pursuant to this paragraph, the Town shall, within 30 days of the receipt of such voucher, notify
Contractor in writing of such dispute or objection.
(d) Contractor acknowledges that Contractor is familiar with the requirements of Section
118 of the Town Law which, in effect, prohibits payment of any of Contractor's claims against the
Town unless an itemized voucher therefore shall have been presented to the Town Board/Town
Comptroller and shall have been audited and allowed by the Town Board/Town Comptroller.
5. TERM OF AGREEMENT; TERMINATION.
This agreement shall commence on the Agreement being fully executed and shall terminate upon
completion of, and payment for, all the tasks outlined in the Proposal, provided, however, that this
agreement shall terminate immediately in the event that (a) Contractor dies; (b) Contractor incurs a
disability which makes Contractor unable to perform the services which Contractor is required to
perform hereunder; (c) Contractor files a Petition in Bankruptcy Court or a Petition is filed against
Contractor in Bankruptcy Court, or Contractor is adjudged bankrupt or makes an assignment for the
benefit of creditors; or (d) a Receiver or Liquidator is appointed for Contractor and/or Contractor's
property and is not dismissed within 20 days after such appointment or the proceedings in connection
therewith are not stayed on appeal within the said 20 days.
In the event that Contractor refuses or fails to provide the services required hereunder with due diligence,
or fails to make prompt payment to persons supplying labor for Contractor's services hereunder,or refuses
or fails to comply with applicable statutes, laws or ordinances, or is guilty of a substantial violation of
any provision of this agreement, the Town shall send Contractor written notice that Contractor has 20
days to cure said default; and if, at the end of said 20-day period, Contractor has not cured said default,
the Town may then terminate this agreement on 7 days'prior written notice to Contractor.
Except as prohibited by law,the Town and Contractor hereby waive trial by jury in any litigation arising
out of, or connected with, or relating to this Agreement.
6. SKILLS OF CONTRACTOR, CONFLICTS OF INTEREST.
Contractor represents that Contractor has the requisite skills and experience to perform the services
hereunder.
7. INDEPENDENT CONTRACTOR STATUS.
Contractor and the Town agree that in the performance of Contractor's services hereunder,Contractor
is an independent contractor and shall not be deemed to be an employee or agent of the Town for any
purpose whatsoever. The Contractor shall assume all blame, loss and responsibility of any nature by
reason of neglect or violation of any federal, state, county or local laws, regulations or ordinances.
8. CONTRACTOR'S INSURANCE
The Contractor shall not commence work under this Contract until it has obtained all insurance
required under this paragraph and such insurance has been approved by the Town.
(a) Compensation Insurance: The Contractor shall take out and maintain during,the life of this
Contract Workers' Compensation Insurance for its employees to be assigned to the work hereunder.
(b) Liability Insurance: The Contractor shall take out and maintain during the life of this Contract
such general liability, property damage, and commercial auto liability insurance as shall protect it and
the Town from claims for damages for personal injury, including accidental death, as well as from
claims for property damage which may arise from operations under this Contract. The amounts of
such insurance shall be as follows:
1. General liability insurance in an amount not less than $2,000,000 for injuries, including
wrongful death to any one person and subject to the same limit for each person, in an amount not
less than $5,000,000 on account of any one occurrence.
2. Property damage insurance in an amount not less than $500,000 for damage on account of all
occurrences.
The Town shall be named as a certificate holder and an additional insured on all policies of
insurance and shall furnish proof of same to the Town Attompy prior to its commencement of go
work under this Agreement.
(c) Any accident shall be reported to the office of the Town Clerk as soon as possible and not
later than twenty-four (24) hours from the time of such accident. A detailed written report must be
submitted to the Town as soon thereafter as possible, but not later than three (3) days after the date
of such accident.
9. INDEMNIFICATION
Contractor shall release, indemnify, defend and hold harmless the TOWN,its officers, employees, and
representatives from and against any and all demands, liabilities, losses, damages,expenses (including
attorney's fees)and judgments for any personal injuries,death,or property damage in any way relating to
or arising from this Contract and the services to be performed under this contract.
10. PROHIBITION AGAINST ASSIGNMENT.
Contractor is hereby prohibited from assigning, transferring, conveying, subletting or otherwise
disposing of this agreement or his right, title or interest in this agreement without prior written
consent of the Town.
11. COMPLIANCE WITH STATUTES.
Contractor agrees that Contractor will comply with all statutes, ordinances, local laws, codes, rules
and regulations which are or may be applicable to Contractor's services, activities and duties set forth
in this agreement.
12. NOTICES.
Any and all notices and payments required hereunder shall be addressed as follows, or to such other
address as may hereafter be designated in writing by either party hereto:
To Town: Dennis Noncarrow
Town Clerk
Town of Southold
PO Box 1179
Southold, NY 11971-0959
To Contractor: Video Hi-Tech Corp d/b/a Adwar Video
Paul Armato
125 Gazza Boulevard
Farmingdale,New York 11735
13. WAIVER.
No waiver of any breach of any condition of the Agreement shall be binding unless in writing and
signed by the party waiving said breach. No such waiver shall in any way affect any other term or
condition of this Agreement or constitute a cause or excuse for a repetition of such or any other breach
unless the waiver shall include the same.
14. APPLICABLE LAW.
This Agreement and the rights and obligations of parties hereunder shall be construed in accordance
with and be governed by the laws of the State of New York without regard to conflicts of laws and
principles. Contractor hereby submits to the jurisdiction of the Courts of the State of New York for
all disputes relating to this Agreement and agrees that venue for all disputes shall be in Suffolk County.
15. COMPLETE AGREEMENT; MODIFICATION.
This Agreement constitutes the complete understanding of the parties. No modification of any
provisions thereof shall be valid unless in writing and signed by both parties.
IN WITNESS WHEREOF, the Town of Southold has caused its corporate seal to be affixed hereto
and these presents to be signed by Scott A. Russell, its Supervisor, duly authorized to do so, and to
be attested to by Dennis Noncarrow, Town Clerk, and the Contractor has caused its corporate seal
to be affixed hereto and these presents to be signed by its President, the day and year first above
written.
TOWN OF UTHOLD
By: zu;
Scott A. Russell, Supervisor
VIDEO HI- E CORP. /b/a ADWAR VIDEO
By:
President
STATE OF NEW YORK)
COUNTY OF SUFFOLK) ss:
On the "� of May in the year 2023 before me,the undersigned,personally appeared Scott A.Russell,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he executed the same in his
capacity and that by his signature on the instrument,the individual or the person upon whose behalf of
which the individual acted, executed the instrument.
(2�04Un
Notary Public
LAUREN M.STANDISH
NOTARY PUBLIC,STATE OF NEW YORK
Registration No.01 ST6164008
Qualified in Suffolk County ark
Commission Expires April 8,20-=
STATE OF NEW YORK)
COUNTY OF SUFFOLK) ss:
e �,�oof Mav in the year 2023 before me,the undersigned,personally appeared
C ,personally known to me or proved to me on the basis of satisfactory evidence
to be the individual whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his capacity and that by his signature on the instrument,the individual
or the person upon whose behalf of which the individual acted, executed the instrument.
jamm
Notary Public
TPINA MKEE JC3Ht15ON
Ncit f'y kibilia-stag O Of Now York
Idd,OIJ06111725
Q03lifi€d in guffolk County
My Commit lon Expirm Oct 9,2024
Appendix A
p re. sv- .
ri. Video Ni-Tach Corp,rVIVa QUOTE
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Adwar Video Jj S,
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125 Gazza Blvd • - AAAQ52674-02
- "
Ew 1 3i = Farmingdale, NY 11735 03/24/23
k- tiv " , =-.r.
-7070631777
-
631 777-7011 Fax Paul Armato
--°
Qu• - • • •
Town of Southold Town of Southold
Cust Phone 631-765-1$91
Lloyd Reisenberg Lloyd Reisenberg
Cust Fax
Southold Town Nall Town Board Room Audio System Upgrade
Overview'Upgrade:the existing audio.system to support better conferencing and voice lift audio from the central
work table.This upgrade will use.a ceiling mounted microphone; new audio.processing, new speakets and
zoning to.allow partiticapnts at.1he central.w.orktable to be cle'arlyheard on conference calls:and in the room.
without haviing-a-microphone directly in frorit-of:them:This-project.will.require coiling,-work-and the.-removal of
existing ceiling speakers,:any-damage or holes leftfrom this.project will,nigpd:to be repaired:by the-client.
Audio:
- 15 new speakers will be installed and wired in 8 zones.This will allow for a proper mix minus audio system,
enabling proper voice lift in the room.
-New audio DSP's will provide state of the art audio processing and echo cancellation
Conferencing:
• A Ceiling mounted microphone array will be installed above the table area in front of the dais to pickup
participants at the center table.
Recording/Streaming.:
- The microphone will be routed in the DSP to the recording and streaming outputs and to the USB for
softwaro'based conferencing from an owner-furnished computer.
Control:
• The:lobby speaker volume controls on the existing button controller will be repusporsed to provide a ceiling
microphone'mute toggle and lobby speaker mute toggle.
Equipment Rack`.
- Any new rack-mounted equipment will be housed in the existing rack in the closet inside the town board room.
Owner Furnished Equipment:
- Existing AV system will remain in place. This upgrade is in addition to the existing system.
Electrical& Data Requirements:
• No new power or data are required for this upgrade.
Notes:
-This project will require ceiling work and the removal of existing ceiling speakers, any damage or holes left from
this projectwill.need to be repaired by the client.
-Work'to be performed during'normal business hours M-F/84
-All electrical work to be provided by the client
-All network connectivity and configuration to be completed by the client
-Work environment must be free cf hazardous conditions or materials (Asbestos, etc.)
1 Sennheiser TeamConnect TeamConnect Ceiling 2,a beamforming $3:;84.3.75 $3,843.75
Ceiling 2#507488 ceiling array mic with two Dante:and.one
analog audio output, PoE powered,:wfi'ite
ColodFinish
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2 1 Sennheiser SL CM SK Ceiling Mic Suspension Kit Color/Finish $118.67 $118.67
3 1 Adwar Mounting Hardware Mounting Hardware For Ceiling Microphone $100.00 $100.00
Installation
4 1 TecNec TFX-PTN100W Techflex PTN1.00 General Purpose $63.26 $63.26
Expandable Braided Sleeving-FMVSS 302
and FAR 25 approved-65 Foot Spool-White
5 1 Biamp Systems TesiraFORTI Fixed 1/0 DSP with 12 analog inputs,8 $3,221.43 $3,221.43
AVB Cl analog outputs,8 channels configurable USB.
audio, 128 x 128 channels Of AVB,and AEC
technology(all 12 inputs)
6 1 Biamp Systems TesiraFORTE X Meeting Room DSP with 4 integrated PoE+ $3,535.71 $3,535.71
400? ports.AVB&Dante,2z2-analog 1/0,Stereo:
.U:SB and 4 channels of AEC.Includes Biamp
Launch automatic discovery and tuning
7 1 Biamp Systems RMX 100 1 RU rack shelf for TesiraFORTE X, Devio $125.71 $125.71
SCX, and TesiraCONNECT devices
8 1 Lab Gruppen E5:4 500 Watt Amplifier with 4 Flexible Output $1,834.21 $1,834.21
Channels for Installation Applications
g 16 Biamp Systems DX-IC6-W 6.5"High Efficiency Coaxial In-Ceiling $223.08 $3,569.28
Loudspeakerw/HF compression driver.8
Ohm o.r7OV%1 OOV operation,white(priced
individually, but sold in pairs)
10 3 Biamp Systems SPA-NC300 New Construction Bracket,6-pack(DX-IC4& $149.23 $447.69
DX-IC4LP)?
11 1 West Penn 254246FBK1000 4PR 23G SHLD CAT6 CMP; 1000 FT ;Black $792.00 $792.00
12 1 West Penn 106190 Cat6A Plug with External Ground(Bag of 100) $159.00 $159.00
13 1 West Penn 25224BGY1000 1P 18G STRD UNSHLD PLENII; 1000 FT $178.67 $178.67
Gray
14 3 C2G 00813 6FT CAT6 SNAGLESS STP CABLE-BLK $9.99 $29.97
15 1 Adwar Labor Field Technicians,System Design and $19,950.00 $19,950.00
Eng i neering,Software programing and Project
Management
SubTotal $37,969.35
Shipping $450.00
Sales Tax $0.00
Total $38,419.35
Please reference quote#on all PO's
Let me know if you have any questions about this.
Paul Armato
631-777-7070 x 134
paul@adwarvideo.com
Payment terms.-TRQ
Please.reference-quote#on all PO's.
9.Ve are not responsible for manufacturer price and product changes. After.customer approval or receipt of P.O;all.cancelatlons,
returns,or exchanges are determined by the manufacturer's policy,as well as:subject'to restockjng,handling and shipping fees.
Product must be returned in new condition,in original packaging and.prior authorizationand'issuance of RMA'is required. This quote
is valid for 30 days, unless otherwise noted.
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Terms,and Conditions
Work by Adwar Video
• Provide and install AV Equipment in accordance with Specifications
• Furnish,install,terminate and test all AV low-voltage cable,unless otherwise specified
• Setup,Adjust and Test AV Systems
• Remove all rubbish associated with our work
• Provide system training
Work by Others
• Rough openings and core drilling if required
• Conduit,rough-ins,back boxes,cable trays,pull strings,floor raceway,poke-thru,and floor boxes,unless otherwise
specified
• Provide all AC electrical. All feeds must be independent ground and same phase. If improper AC is discovered and/or
leads to functional anomalies,customer will remedy and hold Adwar Video harmless
• Painting,patching,and other finish work,including drop ceiling replacement&removal,sheet rock,and fire caulking
• Millwork
• Provide data,VolP,analog phone lines,local and/or broadband network circuits and connections,unless otherwise
specified
Clear work area,free of obstructions
• Backing for any displays,projectors,screens,and other AV equipment,as required
• All infrastructure in place,prior to Adwar Video arrival
• Any existing OFE equipment that is not functioning or does not meet specifications will be replaced at the cost of the
client
Clarifications and Exceptions
• Pricing does not include permits and inspection unless otherwise specified
• Pricing does not include any federal,state,or local taxes,unless otherwise specified
• Labor rates are based on Monday-Friday 11 shift,unless otherwise specified
• Labor pricing is based on non-union,non-prevailing wage labor rates, unless otherwise specified
• If this quotation includes Alternates and/or Options,please note that the total price may NOT include the pricing for
these Alternate or Options
• If,through no fault of Adwar Video,the agreed upon installation schedule changes,Adwar Video will exercise its best
efforts to accommodate the new schedule. Any costs associated with schedule changes are considered outside the
scope of this offering and will be negotiated as required.
• Any equipment ordered for the project and then returned at the discretion of the client will be subject to a 25%
restocking fee plus return freight charges /
• The project schedule must allow sufficient time for completion of all installation and final testing of systems prior to
occupancy of the site. If sufficient time is not allowed,Adwar Video will be held harmless for systems that do not meet
requirements. In this case,all costs associated with completion of work,including overtime labor rates,will be
considered outside the scope of this offering and billable to the customer.
• Customer is responsible for the security and loss liability of all delivered equipment,unless otherwise specified
Completion and Sign-off
Customer will be notified in advance by Adwar Video when the last day of work is to occur. Customer will be asked to have
representatives on hand at that time to accept system demonstration and to sign-off on the job for billing purposes. Any
training that is to occur will be considered a separate event from sign-off and will take place at a mutually agreeable time.
Training,or lack thereof,will not be used as a basis to delay sign-off.
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