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HomeMy WebLinkAboutCore BTS, Inc J RESOLUTION 2023-1057 NMI-191, ADOPTED DOC ID: 19820 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.2023-1057 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON DECEMBER 19,2023: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A.Russell to execute the Statement of Engagement dated December 3,2023 with Core BTS,Inc.for the service and installation of cable equipment and cameras at the Cutchogue Landfill Facility,at a total project cost of Twenty Eight Thousand Eight Hundred Sixty Two Dollars and Fifty Cents($28,862.50),subject to the approval by the Town Attorney, funded from budget line SR.8160.2.500.270 Denis Noncarrow Southold Town Clerk RESULT: ADOPTED[UNANIMOUS] MOVER: Sarah E.Nappa,Councilwoman SECONDER:Brian O.Mealy,Councilman AYES: Nappa,Doroski,Mealy,Doherty,Evans,Russell guFF01� a - cn 2 O � 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 RECEIVED MEMORANDUM DEC 2 7 2023 To: Mr. Lloyd Reisenberg Southold Town Clerk Network Systems Administrator From: Missy Mirabelli, Secretary to the Town Attorney Date: December 27, 2023 Subject: Core BTS Inc. I am enclosing an original fully executed Agreement in connection with the above referenced matter for your records. I have forwarded copies of same executed agreement to Accounting and Town Clerk If you have any questions, please do not hesitate to call me. Thank you. /mm Enclosures Cc: Accounting Town Clerk DocuSign Envelope ID:7803B36D-3B4B-43AE-B8BE-47571 BED57EC Statement of Engagement (SOE) CQ E TS Town of Southold Client Name: Town of Southold Date December 3, 2023 Title Additional Meraki Cameras Solution Architect Michael Mara-mike.mara@corebts.com Account Manager Matthew Vetro-matthew.vetro@COREBTS.com 1 Requested Services Core BTS personnel will work closely with Customer's IT staff to perform the following services. • Core BTS will perform the following tasks for this project: o Installation of(1) Cat 6 cable at(5) locations within the landfill facility. o Each cable will be run from (IDF) inside of conduit to each camera location. o Install &Furnish (2) cat 6 cable In conduit to front parking lot area. (One camera installed on each side of wall facing parking spots) o Install &Furnish (1) cat 6 cable in conduit for Camera facing down at dumping area. o Install&Furnish (1) cat 6 cable in conduit for camera on right side of building on the corner. o Install &Furnish (1)cat 6 cable in conduit for Camera on back of building. o Install &Furnish (1) cat 6 cable to existing shed next to front parking area for data drop. o Install and Furnish patch cord to Town of Southhold switch. o Perform Camera focus coordinated with Town of Southhold IT department. o Install new wall mounted rack and new patch panel inside(IDF) o Test all cables and send results to the client. 2 Assumptions The following specific assumptions were used while specifying the services detailed in this document,should the assumptions not be accepted or found to be incorrect a Project Change Request("PCR") may be required to realign the scope and/or price of the project. Project assumptions include, but are not limited to,the following statements for this project: • Town of Southold IT team must be available during installation to patch new cable to data switch. • Town of Southold IT team must register devices in conjunction with cameras being installed to efficiently focus each device while work is being performed at each location. 3 Out of Scope All work that is"out of scope"will be addressed by Core BTS and the Town-of Southold to clarify the issue and negotiate feasibility, impact,and cost. Should"out of scope"work be identified,formal written approval via a PCR from Town of Southold is required prior to commencing any such work. Company Confidential v.20231101 DocuSign Envelope ID:7803B36D-3B4B-43AE-B8BE-47571SED57EC Town of Southold Statement of Engagement I Additional Meraki Cameras This project will focus on the scope as noted above.All other areas are not within the scope of this project.These include, but are not limited to: DocuSign Envelope ID:7803B36D-3B4B-43AE-B88E-47571BED57EC r Town of Southold Statement of Engagement I Additional Meraki Cameras 4 Pricing Town of Southold agrees to compensate Core BTS for the effort required to deliver all items outlined in this document. Modifications to this project via the Change Management Process may change the associated fees: Service Description Price a , 5 Core BTS Fixed Fee Billing Terms • Town of Southold agrees to compensate Core BTS for the effort required to deliver all items outlined in this Statement of Work. Modifications to this project via the Change Management Process may change the associated fees, • This engagement will be performed on a fixed-fee basis,with phased billing.This fixed fee project will be invoiced at the phased completion stages, specified below. • Travel related expenses are not included in this price/estimate. Customer is responsible for reimbursement of out-of-pocket and travel-related expenses as incurred by Core BTS. Payment Schedule o $28,862.50 Upon completion of Project E Engagement Acceptance To proceed with the work as defined by this proposal,all parties must sign below acknowledging that they have read the entire document and agree to all terms as laid out within. Core BTS, Inc. Town of Southold S 1 gnbtu,re. Q•.du�, ,akiflx>,• I S'iiatiire:t Paul ozanich Print Name: � Print Name: �•�•- vP;of Consul'tii`ngervces !' ':$ E. i - ,.iYTt{e.•^: f�' ' 12/11/2023 Date: � Date: DocuSign Envelope ID:7803B36D-3B4B-43AE-B8BE47571SED57EC Town of Southold Statement of Engagement l Additional Meraki Cameras 7 Terms and Conditions 1. Payment Terms,Payment is due within thirty(30)days of invoice date. After this time period,interest accrues at the lesser of the maximum rate Permitted,under'appiicable tali bf one and.a»e Half percene.(2:5°t,}per month from the-date due until paid, We shall have a purchase money secupty Interest ln,the products delivered by us.to secure payment of the,purchase price and any installation charges until they,are,paid in full by you;If is not by-you after 6o days,you authorize'us to file all documents(including.UCC finaticing statements):dee"nia 1 ne essary,by us to protect and maintain our security interests. - 2. lir 5jepgndenontractor:Taxes.We will perform all services hereunder in our capacity as an independent contractor'and not as an employee or agent of you. Our employees shall.not be entitled to any privileges or benefits that you may provide to your employees,and we shall be responsible for payment of all uniimployment,sodai security',federal income(state and local income where applicable)and other payroll taxes 'imposed by any governmental.body on us in regard to"our.emplpyees who are engaged in the performance of the services.Pricing set forth herein is.exdusfve•of•appiit bfesales,use and'Sf.irildr taxes assessed on the performance of any services. You agree to reimburse,indemnify and hold us harmless from and"egalhst any such tail;penalty and`lnte'rest thereon levied against us for the provision of services to you he, 3, (4Pin:F.or'the•terin'of t1?0 project and�for a,peifod of one year thereafter,you agree not to hire,soiiciF or accept soliUtation of,through elnp!oymenf prathe b se,directly or Jndireetiyany -of our employees ar indepe»dent cont acfats ivtth`whom you have had any contact dun ng the pr'ofea un ess you obtain our prior wfren consent. Should you hire an'amployee,or ir>dejiedtfent'co»tractor of outs tiiraugh,en'��ployrnent cr o:herivi wlthIn this tame period without our p;lar written mnsem,you wilt lmmadtatety pay as,liejuidated clamages to us"op amount"equal to the rgievant person's tfier.:current'anauaicartrpensatSon.,(or the ami7urt•pafd to or on'bahalfdf.the person Irl the'last 12 months,in tha casg.ofan independent Mntraaac), _ 4. yJarranty a. We warrant and represent that the services will be performed in a skillful and workmanlike manner according to those standards generally prevailing among consultants performing similar services under similar circumstances.To the extent that we are not the manufacturer of any hardware or software products that you may purchase as a result of or relating to our Services,we do not provide any warranty on such products,whether with respect to their design,performance,functionality or compatibility with your existing system. Any warranty with respect to product must come from the manufacturer. Our product procurement distributor or we will pass through to you any applicable warranties of the manufacturer,to the extent permissible. b. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION,WE DISCLAIM ALL WARRANTIES INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. S. Our IndemrniJy_We will Indemnify,defend and hold you harmless from and against any claims,liabilities,losses,expenses or damages (collectively,"Damages")caused by the services performed or the work delivered by us under these terms Infringing any copyright,trade secret or any other proprietary right of any third party. Excluded from such indemnification are any claims related to(i)services performed on equipment or sq(twa e wFilrh_gou toverianted that we-had ttfefights to modify asset forth in Section 7 below,(i))`services.per;ormed to your specification or desigri,and(ii#)I4ringemerit resulting from or caused by your misuse,on unauthorized modiFcaUpti of systems or pr6dutt.'We will-alsq Indemnify, defend.and:hbld you•iza mless.from and ag@PnsF any.Damages resultlna from our villiful:rrsconduct oraiegligent acts or omissionslc perfarrning the serAbai,whlch+are the subject of these terms,,except to,the extern such Damages are caused.tiy the:willful miscdndiuct or fiegli4ence of you, your employees or agents. Our obligation to indemnify and defend you with respect•to any dairn.'sliill re subject to(i)your,p;avidiria us with prompt notice of such claim,(if)our having sole control over the defense and settlement thereof,(iii)your providing us with the information and asSJstance necessary to defend or settle such claim as reasonably requested by us,and(iv)the lfmititions on liability set forth in Section 6 below. 6. LLmitapo85'afLta„iytj(gy,WE WILL NOT BE LIABLE FOR INCIDENTAL,SPECIAL,;PUNITIVE,INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF DATA OR ITS USE OR LOST PROFITS OR OTHER ECONOMIC DAMAGES,EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.With the exception of indemnification for intellectual property infringement,your right to recover Damages from da in aggregate of all ciaimsJsLlimlted to the amounts paid to us by you in the preceding twelve(12)months. You acknowledge that this limitation ofiiabiiity is part of the consideration and was considered by us in establishing the prices and rates to be charged to you,which,but for this fimitationi would have been higher. 7. Your Covenants You covenant that:(a)you have the authority to agree to these terms and the funding necessary to pay for the requested services;(11)you have title to or license or rights to use or modify any software or products which you have requested us to modify as part of such services;and(iii)you will provide us necessary access to your personnel,appropriate documentation and records and facilities in order for us to timely perform such services. 8. Requests far Changes.No change in the services provided hereunder will be performed until we receive a properly issued and executed Change Order;provided,however,that nothing herein will relieve you of the obligation to pay us for services rendered which were requested by you but are not documented in such a properly issued and executed Change Order or within the applicable scope of work. 9. Confidentiality Each party acknowledges that it and Its employees or agents may,in the course of the project,be exposed to or acquire ittfgrma8pg that is proprietary or confidential to the other party.,each patty agrees to hold such Information in strlct confidence and not to;tllscuss or discibse any such information to any third party for a period of three years. The parties acknowledge that the provisions 6f'his paragraph,shail not apply to:(a)Information which at the time of disclosure is,or without fault of the recipient becomes,generally available;(b)information which either party can show was In its possession at the time of disclosure or was independently developed by it;(c)information received from a third party which had the right to transmit same without violation of any secrecy agreement with the other party;and(d)information which is required to be disclosed pursuant to court order or by law. 10. Termination gf Aori�grpwt•Either party may terminate our engagement at any time upon 30 days prior written notice to the other.Unless otherwise expressly stated in the body of this Agreement or related order(s),termination for convenience or default by Customer of any(i)licensing or subscriptions,(!I)products ordered from Core that Core cannot cancel with Core's vendors,or(iii)services with a fixed term,shall incur a termination fee equal to 100%of the unpaid price of the product and/or the unpaid remainder of the term,payable to Care in full upon the effective termination date.In the event of termination for convenience or default by Customer for products or services not subject to the preceding paragraph,Customer shall within thirty(30)days of the date of termination pay Core all amounts owed for Products and Services provided by Core during the Term of this Agreement up to and indudino the date of termination. 11. Entire Agreement;Amendment These terms and the accompanying engagement letter sets forth the entire understanding of the parties with respect to the subject matter hereof and is binding upon both parties in accordance with its terms and may be amended only by an entry signed by both parties. There are no understandings,representations or agreements other than those set forth herein. 12. Assignment.You may not assign any or the rights or obligations hereunder without the prior written consent of Core. 13. Notices.Any notice or communication from one party to the other concerning the terms hereof shall be in writing and shall be sent by certified mail,return receipt requested and postage prepaid or by commercial overnight mail to the most recent address that either party has specified in writing to the other. 14. Governing Law.These terms shall be governed by and construed in accordance with the laws of the State of Delaware. 15. Fgrc ,jgyr�,Neither party shall be liable to the other for any failures or delays arising out of conditions beyond its reasonable control,including, without iimitation,'work stoppages,fire,civil disobedience,delays associated with product malfunction or availability,riots,rebellions,storms, electrical failures,delays caused by the other party,and acts of God and similar occurrences. 16. Waiver:Severabillty.Any waiver of any right or default shall be effective only in the Instance given and if in writing and signed by the party against whom it is sought to be enforced and shall not operate as or imply a waiver of a similar right or default on any other occasion. If any term or provision hereof should be declared invalid by a court of competent jurisdiction,the remaining terms and provisions hereof shall be unimpaired, and the Invalid terms or provisions shall be replaced by such valid terms and provisions as come closest to the intention underlying the invalid term or provision..