Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Security Cameras
=oOgUfFO(,yC3 RESOLUTION 2024-379 ADOPTED DOC ID: 20193 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2024-379 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON APRIL 23, 2024: RESOLVED that the Town Board of the Town of Southold hereby accepts the proposal of Core Bts, Inc. dated March, 22 2024 in the amount of$58,590.26 for the procurement and installation of security cameras to be located at the Southold Town Hall, Recreation Center, Highway Maintenance Facility and Annex; and be it further RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Albert J. Krupski, Jr. to execute an Agreement dated March, 3, 2024 between the Town of Southold and Core Bts, Inc., in the total amount of$58,590.26, from budget line H.1680.2.600.680.3584, subject to the approval of the Town Attorney. Denis Noncarrow Southold Town Clerk RESULT: ADOPTED [5 TO 01 MOVER: Greg Doroski, Councilman SECONDER:Brian O. Mealy, Councilman AYES: Doroski, Mealy, Smith, Doherty, Evans ABSTAIN: Albert J Krupski Jr MEMORANDUM -- -- -- -- To: Denis Noncarrow., Town Clerk MAY 2 2 2024 From: Benjamin F. Johnson,Assistant Town Attorney Re: Core BTS Statement of Engagement. Date: May 21, 2024 Attached please find the executed Statement of Engagement with Core BTS for the installation of the security cameras. Kindly keep an executed copy of the Statement of Engagement for official Town records. Should you wish to discuss the foregoing, do not hesitate to contact me. OIu11 CI I VCIupc I✓.Fl (UL\..UU-0f JU-- -U✓I I-v- -ram I I Statement of Engagement (SOE) CO E BTS Town of Southold Client Name: Town of Southold Date May 9, 2024 Title Meraki Security Cameras - Town Hall Building Solution Architect Joseph Skidmore -joseph.skidmore@corebts.com Account Manager Matthew Vetro - matthew.vetro@COREBTS.com I Requested Services The Town of Southold has purchased (7) new Meraki MV cameras for their Town Hall building and would like CoreBTS to provide installation and configuration services. Core BTS personnel will work closely with Town of Southold's IT staff to perform the following services: • Network Implementation ■ Configure (7) Meraki MV Cameras • CoreBTS will configure and install a total of (7) Meraki cameras in the Town Hall building, in the following locations: - Rear Public Entrance (MV63) - Justice Court Building East/West Corners (2x MV63) - W Employee Entrance (MV63) - South Public Entrance (MV63) - Rear Employee Entrance (MV72) 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 will grant CoreBTS engineers physical access to their buildings for the duration of the Project. 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. This project will focus on the scope as noted above. Company Confidential v.2023R01 U�C:UJ II CIIVCIUiJC IU.rt�f UCliUO-�/JO'YIJI�J-OC II--VOOCpYG11.7vJ J Town of Southold Statement of Engagement I Meraki Security Cameras- Town Hall Building 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 Fixed Fee: $3,,030.00 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. • Payment Schedule o $3,030.00 Upon completion of Project 6 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 OocuSighed by: m, 'Signature Q AIn,�Yb �, tjq�o;(tt,r+� Signature: % t " JF 0249CM ... Alejandro 5. 'Vazquez '^^, Print Name: Print Name. JN.,�,;,,r� Title: Director 'of consulting services Title' .�.. Date: 5/10/2024 Date: .S 116 UUL;UOiy II CI IVCIUpr,IU. I r-UDDCO`}C I I JLJJ Town of Southold Statement of Engagement I Meraki Security Cameras- Town Nall Building 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 applicable law or one and one-half percent(1.5%) per month from the date due until paid. We shall have a purchase money security interest in 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 invoice is not paid by you after 60 days,you authorize us to file all documents(including UCC financing statements)deemed necessary by us to protect and maintain our security interests. 2. Independent Contractor;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 unemployment,social security, federal income(state and local income where applicable)and other payroll taxes imposed by any governmental body on us in regard to our employees who are engaged in the performance of the services. Pricing set forth herein is exclusive of applicable sales, use and similar taxes assessed on the performance of any services. You agree to reimburse, indemnify and hold us harmless from and against any such tax, penalty and interest thereon levied against us for the provision of services to you hereunder. 3. No Hiring. For the term of the project and for a period of one year thereafter,you agree not to hire,solicit or accept solicitation of,through employment or otherwise,directly or indirectly,any of our employees or independent contractors with whom you have had any contact during the project, unless you obtain our prior written consent. Should you hire an employee or independent contractor of ours through employment or otherwise within this time period without our prior written consent, you will immediately pay as liquidated damages to us an amount equal to the relevant person's then current annual compensation (or the amount paid to or on behalf of the person in the last 12 months,in the case of an independent contractor). 4. Warranty. 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. 5. Our Indemnity. 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 software which you covenanted that we had the rights to modify as set forth in Section 7 below, (ii)services performed to your specification or design and(III) infringement resulting from or caused by your misuse or unauthorized modification of systems or product. We will also indemnify, defend and hold you harmless from and against any Damages resulting from our willful misconduct or negligent acts or omissions in performing the services which are the subject of these terms, except to the extent such Damages are caused by the willful misconduct or negligence of you, your employees or agents. Our obligation to indemnify and defend you with respect to any claim shall be subject to(i)your providing us with prompt notice of such claim, (ii)our having sole control over the defense and settlement thereof, (III)your providing us with the Information and assistance necessary to defend or settle such claim as reasonably requested by us, and(iv)the limitations on liability set forth in Section 6 below. 6. Limitations of Liability. 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 us in aggregate of all claims is limited to the amounts paid to us by you in the preceding twelve(12)months. You acknowledge that this limitation of liability 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 limitation,would have been higher. 7. Your Covenants.You covenant that: (i)you have the authority to agree to these terms and the funding necessary to pay for the requested services; (ii)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 for 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 information that is proprietary or confidential to the other party. Each party agrees to hold such information in strict confidence and not to discuss or disclose any such information to any third party for a period of three years. The parties acknowledge that the provisions of this paragraph shall 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 of Agreement. 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,(ii) 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 Core 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 including 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 of 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. Force Maieure. Neither party shall be liable to the other for any failures or delays arising out of conditions beyond its reasonable control,including, without limitation,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: Severability. 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. IJUUUJI�;4 CI IVCIUPU IU.I-lJ/Ur-%,UO-.7/JO-'FUI.J-OC I r-UOOCO'}C I 1 ALJJ Statement of Engagement (SOE)' C® E 60, BTS Town of Southold Client Name: Town of Southold Date May 9, 2024 Title Meraki Security Cameras - Rec Center Solution Architect Joseph Skidmore -joseph.skidmore@corebts.com Account Manager Matthew Vetro - matthew.vetro@COREBTS.com I Requested Services The Town of Southold has purchased (2) new Meraki MV cameras for their Recreation Center location, and would like CoreBTS to provide installation and configuration services. Core BTS personnel will work closely with Customer's IT staff to perform the following services. • Network Implementation ■ Configure (2) Meraki MV Cameras • CoreBTS will configure and install a total of (2) Meraki cameras in the Recreation Center, in the following locations: - Front Door Entrance (MV63) - North Wall, facing Community Center (MV72) 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 will grant CoreBTS engineers physical access to their buildings for the duration of the Project. 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. This project will focus on the scope as noted above. Company Confidential v.2023R01 puuu9i CIIvm)pCw.rL,/VClrVO-v/JO--+L/l,J-OG1r-VOOGO'iC 11UL)O Town of Southold Statement of Engagement I Meraki Security Cameras-Rec Center 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 Fixed Pee: $2,223:75 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. • Payment Schedule o . $2,223.75 Upon completion of Project 6 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 4ocuSigned by: ° m 1 �.Signature: :Q A,ln, b:-S. U °U Signature: ' xvzzsca8ssa ... Alejandro s.., vazquez Print Name: Print Name: . Title: ai rector of consulting services` Title: Date:5/10/2024 Date: ` �02 b = eJUUUOI!�Q CIIvulupC IU.rl11 UCLIUO-`JtJO-YUI.rJ-OG Ir-V�oCOYGI 1.7VJ Town of Southold Statement of Engagement I Meraki Security Cameras-Rec Center 7 'berms 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 applicable law or one and one-half percent(1.5%) per month from the date due until paid. We shall have a purchase money security interest in 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 invoice is not paid by you after 60 days,you authorize us to file all documents(including UCC financing statements)deemed necessary by us to protect and maintain our security interests. 2. Independent Contractor: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 unemployment,social security,federal income(state and local income where applicable)and other payroll taxes imposed by any governmental body on us in regard to our employees who are engaged in the performance of the services. Pricing set forth herein is exclusive of applicable sales, use and similar taxes assessed on the performance of any services. You agree to reimburse, indemnify and hold us harmless from and against any such tax, penalty and interest thereon levied against us for the provision of services to you hereunder. 3. No Hiring. For the term of the project and for a period of one year thereafter,you agree not to hire,solicit or accept solicitation of,through employment or otherwise,directly or indirectly,any of our employees or independent contractors with whom you have had any contact during the project, unless you obtain our prior written consent. Should you hire an employee or independent contractor of ours through employment or otherwise within this time period without our prior written consent, you will immediately pay as liquidated damages to us an amount equal to the relevant person's then current annual compensation (or the amount paid to or on behalf of the person in the last 12 months,i n the case of an independent contractor). 4. Warranty. 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. 5. Our Indemnity.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 software which you covenanted that we had the rights to modify as set forth in Section 7 below, (ii)services performed to your specification or design and(iii) infringement resulting from or caused by your misuse or unauthorized modification of systems or product. We will also indemnify, defend and hold you harmless from and against any Damages resulting from our willful misconduct or negligent acts or omissions in performing the services which are the subject of these terms,except to the extent such Damages are caused by the willful misconduct or negligence of you, your employees or agents. Our obligation to indemnify and defend you with respect to any claim shall be subject to(i)your providing us with prompt notice of such claim, (ii)our having sole control over the defense and settlement thereof, (iii) your providing us with the information and assistance necessary to defend or settle such claim as reasonably requested by us,and(iv)the limitations on liability set forth in Section 6 below. 6. Limitations of Liability. 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 us in aggregate of all claims is limited to the amounts paid to us by you in the preceding twelve (12) months. You acknowledge that this limitation of liability 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 limitation,would have been higher. 7. Your Covenants.You covenant that: (i)you have the authority to agree to these terms and the funding necessary to pay for the requested services; (ii)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. S. Requests for 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 information that is proprietary or confidential to the other party. Each party agrees to hold such information in strict confidence and not to discuss or disclose any such information to any third party for a period of three years. The parties acknowledge that the provisions of this paragraph shall 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 of Agreement. 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,(ii) 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 Core 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 including 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 of 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. Force Maieure. Neither party shall be liable to the other for any failures or delays arising out of conditions beyond its reasonable control,including, without limitation,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: Severability. 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. L�VI:UJII�I' IIVCIV�JC IU.IIr/VLvvu .71 Jv-'T✓vJ-vL -vuuL�'-r�. i.+✓.+ Statement of Engagement (SOE) CORE OLD,. BTS Town of Southold Client Name: Town of Southold Date May 9, 2024 Title Meraki Security Cameras - Maintenance Building Solution Architect Joseph Skidmore -joseph.skidmore@corebts.com Account Manager Matthew Vetro - matthew.vetro@COREBTS.com I Requested Services The Town of Southold has purchased (3) new Meraki MV cameras for their Maintenance Building location, and would like CoreBTS to provide installation and configuration services. Core BTS personnel will work closely with Customer's IT staff to perform the following services. • Network Implementation ■ Configure (3) Meraki MV Cameras • CoreBTS will configure and install a total of (3) Meraki cameras at the Maintenance Building location, in the following locations: - Supervisor's Office Corner (MV72) - Rear Garage Bays facing Animal Shelter entrance (MV63) - Rear Garage Bays facing yard (MV72) 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 will grant CoreBTS engineers physical access to their buildings for the duration of the Project. 3 Out of Scope All work that is "but 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. This project will focus on the scope as noted above. All other areas are not within the scope of this project. Company Confidential v.2023R01 BUI:UJII�I'!+IIVCIU�JC IU.rl..lUCVUO-Cl JU-4UVJ-OC 11'-UDDCOYCI 1.7UJ Town of Southold Statement of Engagement I Meraki Security Cameras- Maintenance Building 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 Fixed Fee: $2,385.40 3 4 5 Core BTS Faxed 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. • Payment Schedule o $2,385.00 Upon completion of Project 6 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 OocuSigned by: Signature .itik6.°�, �/q� 'Signature: t%i � AHC�8953E ... , Alejandro S., Vazquez :Print Name: _._.. _.�_.._ Print Namemm ZV I Title: Di rector ofe Consul ti ng services .I Title: Date: 5/10/2024 Date: S ao 2 Vul.uoi 11 ctivuiupu IV.r•l,i!UCl..VO'�/JO-'4LJliJ-OG If'VO�CpYL1 IaIIJ -r Town of Southold Statement of Engagement I Meraki Security Cameras-Maintenance Building 6 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 applicable law or one and one-half percent(1.5%) per month from the date due until paid. We shall have a purchase money security interest in 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 invoice is not paid by you after 60 days, you authorize us to file all documents(including UCC financing statements)deemed necessary by us to protect and maintain our security interests. 2. Independent Contractor;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 unemployment,social security, federal income(state and local income where applicable)and other payroll taxes imposed by any governmental body on us in regard to our employees who are engaged in the performance of the services. Pricing set forth herein is exclusive of applicable sales, use and similar taxes assessed on the performance of any services. You agree to reimburse, indemnify and hold us harmless from and against any such tax,penalty and interest thereon levied against us for the provision of services to you hereunder. 3. No Hiring. For the term of the project and for a period of one year thereafter,you agree not to hire, solicit or accept solicitation of,through employment or otherwise,directly or indirectly, any of our employees or independent contractors with whom you have had any contact during the project, unless you obtain our prior written consent. Should you hire an employee or independent contractor of ours through employment or otherwise within this time period without our prior written consent,you will Immediately pay as liquidated damages to us an amount equal to the relevant person's then current annual compensation (or the amount paid to or on behalf of the person in the last 12 months, i n the case of an independent contractor). 4. Warranty. 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 riot 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. 5. Our Indemnity.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 software which you covenanted that we had the rights to modify as set forth in Section 7 below, (ii)services performed to your specification or design and(III) infringement resulting from or caused by your misuse or unauthorized modification of systems or product. We will also indemnify, defend and hold you harmless from and against any Damages resulting from our willful misconduct or negligent acts or omissions in performing the services which are the subject of these terms, except to the extent such Damages are caused by the willful misconduct or negligence of you, your employees or agents. Our obligation to indemnify and defend you with respect to any claim shall be subject to(1)your providing us with prompt notice of such claim, (ii)our having sole control.over the defense and settlement thereof, (III)your providing us with the information and assistance necessary to defend or settle such claim as reasonably requested by us, and(iv)the limitations on liability set forth in Section 6 below. 6. Limitations of Liability. 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 us in aggregate of all claims is limited to the amounts paid to us by you in the preceding twelve(12) months. You acknowledge that this limitation of liability 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 limitation,would have been higher. 7. Your Covenants.You covenant that: (i)you have the authority to agree to these terms and the funding necessary to pay for the requested services; (ii)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 for 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 information that is proprietary or confidential to the other party. Each party agrees to hold such information in strict confidence and not to discuss or disclose any such information to any third party for a period of three years. The parties acknowledge that the provisions of this paragraph shall 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 of Agreement. 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,(ii) 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 Core 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 including 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 of 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. Force Maieure. Neither party shall be liable to the other for any failures or delays arising out of conditions beyond its reasonable control, including, without limitation,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; Severability. 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. -1..lUl:Uoll;V..CI I VWUPU IU.FL,I UGL.UU-.7/JU-Y O-U"11- —u—I (- Statement of Engagement (SOE) CODE BTS Town of Southold Client Name: Town of Southold Date May 9, 2024 Title Meraki Security Cameras - HRC Building Solution Architect Joseph Skidmore -joseph.skidmore@corebts.com Account Manager Matthew Vetro - matthew.vetro@COREBTS.com I • Requested Services The Town of Southold has purchased (4) new Meraki MV cameras for their HRC/Senior Services location, and would like CoreBTS to provide installation and configuration services. Core BTS personnel will work closely with Customer's IT staff to perform the following services. • Network Implementation ■ Configure (4) Meraki MV Cameras • CoreBTS will configure and install a total of (4) Meraki cameras in the HRC/Senior Services location, in the following locations: - Southeast Corner (2x MV63) - Main Entrance (MV63) - Katinka House, facing Main building (MV72) 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 will grant CoreBTS engineers physical access to their buildings for the duration of the Project. 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. This project will focus on the scope as noted above. All other areas are not within the scope of this project. Company Confidential v.2023R01 -Liu Lmol31T CI Ivulupr,IU. r'UOOCOVC I I'UJ Town of Southold Statement of Engagement I Meraki Security Cameras-HRC Building 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 Fixed Fee: $2,653.75 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. • Payment Schedule o $2,653.75 Upon completion of Project 6 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 Docu Igne by: 'Signature: . Q(t�ain,�Vb.�`. V ) Signature;: -- AO2ascoesFAE Print Name:"Alej and ro S. Vazquez... Print Name. I oirector 'of consulting 5ervices ` Title' . Title: Date: 5/10/.2024 Date: •UUUU0-(Z!&1 CI Ivtnu u IV.ruI ucuuo-v/JO-9UlJ J-OC I r-UDDCo'/C I I Z7UJ Town of Southold Statement of Engagement I Meraki Security Cameras-HRC Building 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 applicable law or one and one-half percent(1.5%) per month from the date due until paid. We shall have a purchase money security interest in 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 invoice is not paid by you after 60 days,you authorize us to file all documents(including UCC financing statements)deemed necessary by us to protect and maintain our security interests. 2. Independent Contractor: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 unemployment,social security, federal income(state and local income where applicable)and other payroll taxes imposed by any governmental body on us in regard to our employees who are engaged in the performance of the services. Pricing set forth herein is exclusive of applicable sales, use and similar taxes assessed on the performance of any services. You agree to reimburse, indemnify and hold us harmless from and against any such tax, penalty and interest thereon levied against us for the provision of services to you hereunder. 3. No Hiring. For the term of the project and for a period of one year thereafter, you agree not to hire,solicit or accept solicitation of,through employment or otherwise,directly or indirectly,any of our employees or independent contractors with whom you have had any contact during the project, unless you obtain our prior written consent. Should you hire an employee or independent contractor of ours through employment or otherwise within this time period without our prior written consent, you will immediately pay as liquidated damages to us an amount equal to the relevant person's then current annual compensation (or the amount paid to or on behalf of the person in the last 12 months, in the case of an independent contractor). 4. Warranty. 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. 5. Our Indemnity.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 (1) services performed on equipment or software which you covenanted that we had the rights to modify as set forth in Section 7 below, (ii)services performed to your specification or design and (iii) infringement resulting from or caused by your misuse or unauthorized modification of systems or product. We will also indemnify, defend and hold you harmless from and against any Damages resulting from our willful misconduct or negligent acts or omissions in performing the services which are the subject of these terms,except to the extent such Damages are caused by the willful misconduct or negligence of you, your employees or agents. Our obligation to indemnify and defend you with respect to any claim shall be subject to(1)your providing us with prompt notice of such claim, (ii)our having sole control over the defense and settlement thereof, (iii)your providing us with the information and assistance necessary to defend or settle such claim as reasonably requested by us, and (iv)the limitations on liability set forth in Section 6 below. 6. Limitations of Liability. 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 us in aggregate of all claims is limited to the amounts paid to us by you in the preceding twelve(12) months. You acknowledge that this limitation of liability 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 limitation,would have been higher. 7. Your Covenants.You covenant that: (i)you have the authority to agree to these terms and the funding necessary to pay for the requested services; (ii)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 for 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 information that is proprietary or confidential to the other party. Each party agrees to hold such information in strict confidence and not to discuss or disclose any such information to any third party for a period of three years. The parties acknowledge that the provisions of this paragraph shall 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 of Agreement. 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,(ii)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 Core 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 including 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 of 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. Force Maieure. Neither party shall be liable to the other for any failures or delays arising out of conditions beyond its reasonable control, including, without limitation,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. Walver: Severability. 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. Statement of Engagement (SOE) COE . BTS Town of Southold Client Name: Town of Southold Date May 9, 2024 Title Meraki Security Cameras - Annex Building Solution Architect Joseph Skidmore -joseph.skidmore@corebts.com Account Manager Matthew Vetro - matthew.vetro@COREBTS.com I Requested Services The Town of Southold has purchased (5) new Meraki MV cameras for their Annex building, and would like CoreBTS to provide installation and configuration services. Core BTS personnel will work closely with Town of Southold's IT staff to perform the following services. • Network Implementation ■ Configure (5) Meraki MV Cameras • CoreBTS will configure and install a total of (5) Meraki cameras in the Annex building, in the following locations: - West Foyer (MV63) - Southwest Corner (MV63) - Southeast Corner (MV63) - Northwest Corners (2x MV72) 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'J 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 will grant CoreBTS engineers physical access to their buildings for the duration of the Project. 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. This project will focus on the scope as noted above. All other areas are not within the scope of this project. Company Confidential v.2023R01 Vuuu-7Iyr,1 CI Ivvnupu IU.rL,I VCVUO-V 1 JO-'}UI.J-OC I f-O0000'fC I I OUJ Town of Southold Statement of Engagement I Meraki Security Cameras-Annex Building 4 Prking 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 1 Fixed Fee: $2,815.00 5 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. • Payment Schedule o $2,815.00 Upon completion of Project 6 Engagement Acceptance To proceed with the work as defined by this proposal, all parties must sign below acknowledging that they have read the entire document and agree to all terms as laid out within. Core BTS, Inc. Town of Southold DocuSigned by:m Signature: Signature: , R'0T4gD'4$g54 ... - Print Name: Alejandro S. vazquez, Print Name: i Title;',Di rector of consulting services., Title` 1 -TV..... ..._ __ Date:5/10/2024 Date: .S'! rl Ljuuua j9p CIIvaiullC ju.rli!VCl,VO-�!JO-•4Vl.r J-OC I r-V OLILVYL 1 I JVJ Town of Southold Statement of Engagement I Meraki Security Cameras-Annex Building 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 applicable law or one and one-half percent(1.5%) per month from the date due until paid. We shall have a purchase money security interest in 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 invoice is not paid by you after 60 days,you authorize us to file all documents(including UCC financing statements)deemed necessary by us to protect and maintain our security interests. 2. Independent Contractor;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 unemployment,social security, federal income(state and local income where applicable)and other payroll taxes imposed by any governmental body on us in regard to our employees who are engaged in the performance of the services. Pricing set forth herein is exclusive of applicable sales, use and similar taxes assessed on the performance of any services. You agree to reimburse, indemnify and hold us harmless from and against any such tax, penalty and interest thereon levied against us for the provision of services to you hereunder. 3. No Hiring. For the term of the project and for a period of one year thereafter, you agree not to hire,solicit or accept solicitation of,through employment or otherwise,directly or indirectly, any of our employees or independent contractors with whom you have had any contact during the project, unless you obtain our prior written consent. Should you hire an employee or independent contractor of ours through employment or otherwise within this time period without our prior written consent,you will immediately pay as liquidated damages to us an amount equal to the relevant person's then current annual compensation (or the amount paid to or on behalf of the person in the last 12 months, i n the case of an independent contractor). 4. Warranty. 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. 5. Our Indemnity. 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(1)services performed on equipment or software which you covenanted that we had the rights to modify as set forth in Section 7 below, (ii)services performed to your specification or design and(iii) infringement resulting from or caused by your misuse or unauthorized modification of systems or product. We will also indemnify, defend and hold you harmless from and against any Damages resulting from our willful misconduct or negligent acts or omissions in performing the services which are the subject of these terms,except to the extent such Damages are caused by the willful misconduct or negligence of you, your employees or agents. Our obligation to indemnify and defend you with respect to any claim shall be subject to (i)your providing us with prompt notice of such claim, (ii)our having sole control over the defense and settlement thereof, (iii)your providing us with the information and assistance necessary to defend or settle such claim as reasonably requested by us,and(iv)the limitations on liability set forth in Section 6 below. 6. Limitations of Liability. 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 us in aggregate of all claims is limited to the amounts paid to us by you in the preceding twelve(12) months. You acknowledge that this limitation of liability 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 limitation,would have been higher. 7. Your Covenants.You covenant that: (i)you have the authority to agree to these terms and the funding necessary to pay for the requested services; (ii)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. S. Reguests for 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 information that is proprietary or confidential to the other party. Each party agrees to hold such information in strict confidence and not to discuss or disclose any such information to any third party for a period of three years. The parties acknowledge that the provisions of this paragraph shall 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 of Agreement. 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, (ii)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 Core 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 including 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 of 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. Force Maieure. Neither party shall be liable to the other for any failures or delays arising out of conditions beyond its reasonable control, including, without limitation,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: Severability. 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. e MEMORANDUM To: Denis Noncarrow., Town Clerk From: Benjamin F. Johnson,Assistant Town Attorney Re: Core BTS Contracts. Date: May 30, 2024 Attached please find two (2)updated and executed Statements of Work with Core BTS for both the Infrastructure Assessment-Foundation to Create RFP and Security Cameras—Cabling Needs agreements. Kindly keep an executed copy of same for official Town records. Should you wish to discuss the foregoing, do not hesitate to contact me. r• VVI:UJIl�II1C11VC1U�JC IjJ.JVYOLr 10-UO IO-'4LGJ-0.7.71-J.7VUHt,..7L/:JL'h.7 Infrastructure Assessment - Foundation to Create RFP Statement of Work Prepared for Town of Southold RECEIVED May 23, 2024 MAY 3 1 2024 Version 5 "� v f Prepared by Core BTS, Inc. http://www.corebts.com Matthew Vetro Account Manager matthew.vetro@COREBTS.com Juri Boyar Solution Architect juri.boyar@corebts.com UUUUJII4II CI.VmUPC IU.OUYOGr IO-UO I O-'}LL�-0.7.7/'YJ.7UUMl...'7U:JG'45 CORES BTS Copyright © 2024 Core BTS, Inc. All rights reserved. Proprietary and Confidential Material. This document is provided to Town of Southold ("Client") solely in support of a proposal for services ("Proposal") for the Infrastructure Assessment - Foundation to Create RFP project ("Project"). This document contains proprietary information owned by Core BTS, Inc. ("Core BTS") and should be regarded as confidential. This document, any attachments and summaries, related information, and all copies of same remain the confidential property of Core BTS and shall be returned to Core BTS upon request. These materials and the information contained herein are not to be duplicated or used, in whole or in part, for any purpose other than Client use to evaluate this Proposal. Company Confidential v.2023R02 uuuollj I1 1CI IvulupC IU.DU-+OLr 10-UO I O-YLL�-O�O/1-JOVUl1l,.7 U:JL't.7 Town of Southold Statement of Work I Infrastructure Assessment-Foundation to Create RFP The Town of Southold ('the Town") engaged Core BTS engineers to perform an assessment of the Town's information technology infrastructure. This includes network infrastructure, server infrastructure, and security devices. The server infrastructure will exclude Microsoft SQL Server and data backup components, as the Town has expressed that these are functioning as desired. The Town will engage Dell support to assess the health of the VxRail cluster and provide Core BTS with recommendations for updates and enhancements. Using the results of this assessment, the Town and Core BTS will work jointly to create an RFP to solicit bids for equipment and services. The new equipment and associated services will bring the Town's infrastructure into compliance with current industry standards. COREBTS Company Confidential Page 3 UUUU01Y11 mIVCIUpC IU.OU'to4 IO-Uo Io-+440-ou-n/1-JSUUML VLJJL4.7 Town of Southold Statement of Work I Infrastructure Assessment-Foundation to Create RFP 2 Project Delivery During Delivery, Core BTS will provide consultants to deliver best practice, technical guidance, and execution for the implemented technologies and solutions described in this section. Projectsi 'lion • Project logistics and planning • Acting as a single point of contact for all members of the Project Team • Project initiation activities • Developing project timeline and ensure schedules are maintained • Oversight of resources and budget management • Schedule meetings to drive business requirements gathering and additional discovery • Create and maintain project materials and stakeholder communications: • Budget and timeline • RAID log • Weekly status reports and meeting as required • Review current change control standards and policy, manage changes as needed within those constraints • Providing issue and risk management including escalation management as required Project tion Core BTS engineers will evaluate the Town's network and Microsoft server infrastructure (excluding SQL server instances, data backup, and data recovery plans). A report will indicate which devices and software require updates or replacement. Using the assessment report, the Town and Core BTS will work jointly to create an RFP to solicit bids for equipment and services. This project will take approximately two weeks to complete, leveraging multiple Core BTS resources. The specified timeframe does not encompass project dependencies, including task interdependencies within or outside the project scope, Core BTS customer access, customer change management windows, or any hardware or software acquisitions beyond the purview of this project managed by Core BTS. Core BTS personnel will work closely with Customer's IT staff to perform the following services. Plan • Project Kickoff • Review project objectives. • Define an initial project work schedule. Including a schedule for delivery of the RFP. • Identify key Town and Core BTS personnel. • Document issue escalation paths. CORES" BTS Company Confidential Page 4 UUUU01IJII CI I VCIUpC IU. DU•TOLr 10-UO I�'4LL O-0.7.7/'1-J7V U/'1li5 UJL4.7 Town of Southold Statement of Work I Infrastructure Assessment-Foundation to Create RFP Implement • On-site review of physical infrastructure. • Inspect power, UPS, rack space, cooling, and available cabling in each Town location. While these components are outside the scope of the RFP, Core BTS will include them in the report(s). • Examine copper to fiber media converters. These devices typically do not have remote management and monitoring capabilities. • Document fiber optic cable types and terminations. • Review the configuration of the seven network firewalls. • Review the configurations of the ASA firewalls (three ASA 5525 and four ASA 5508) and Firepower services. • Review the operation of the Firepower Management Center (FMC). • Identify devices in need of a replacement for inclusion in the RFP. • Review the ISE-PIC deployment. • Check for adherence to best practices. • Check software versions and patches. • Document required and recommended updates or modifications for inclusion in the RFP. • Review the existing internal network infrastructure. • Review the configurations of the existing network switches, approximately 30 in total. • Evaluate the switches in the datacenter to ensure that they are providing the VxRail cluster with optimal intra-cluster and client network connectivity. • Identify supported devices in need of updates for inclusion in the RFP. • Identify devices in need of a replacement for inclusion in the RFP. • Evaluate ten gigabit (10 Gbps) intra-building link readiness. Please note that Core BTS can evaluate Town-owned device support, but the Town must contact their service providers for evaluation of premises equipment (CPE). • Evaluate IP scheme and provide recommendations for optimizations to be included in the RFP. • Examine the Town's Lightpath and Optimum WAN connections and provide recommendations for improvement. Please note that Core BTS does not resell carrier services, nor does Core BTS engage with carriers on our customers' behalf. These will be incorporated into the RFP. • Evaluate Active Directory domain controllers and services. Check for adherence to best practices. Check Windows Server software versions and patches. This will confirm that regular software updates are being completed successfully, whether any servers will require major upgrades, and this information may be used to develop a rough upgrade schedule based on anticipated Microsoft end of support dates (this way a plan may be developed for future server software upgrades). C0RE07`-" BTS Company Confidential Page 5 Vvuuoiyii r-mr-IVF/C IV.OVYOLr 10-VO IOWLG�-Otl.7P1'J�VV/1l'JV:lL'4� Town of Southold Statement of Work I Infrastructure Assessment-Foundation to Create RFP • Evaluate Active Directory schema and make recommendations for optimizations, which will be included in the RFP. • Configuration of Domain Controllers and domain services. • Evaluate Active Directory configuration for Microsoft Exchange. • Evaluate third-party directory services integrations via LDAP and Kerberos. • Document required and recommended updates or modifications for inclusion in the RFP. • Evaluate the on-premises Microsoft Exchange server. • Check for adherence to best practices. • Check software versions and patches. • Document required and recommended updates or modifications for inclusion in the RFP. • Generate a report containing the findings from the assessment and deliver them to the customer. • Develop reports with findings from the assessment. • Provide upgrade recommendations for software. • Provide recommendations for configuration modifications. • Collaboration for RFP creation. • Core BTS Solution Architects and RFP Team will use the assessment reports to lead collaboration with the Town in building an RFP to procure equipment and services. Deliverables This project will be complete when Core BTS has completed all objectives and documents listed below and they have been reviewed with Town of Southold. • Core BTS will deliver a report detailing the findings from the assessment work. This will include devices (physical hardware and virtual servers), device configurations, device utilization, software versions, device connectivity, network addressing, and access policies. Core BTS will also include recommended changes (device replacements, upgrades, and configuration changes) which will be used in the creation of an RFP to solicit bids for new hardware and professional services. COREVTJ Company Confidential Page 6 L/UL;U01 II CIIVCIuptC mi.DUNOGr 10-UO ID-YLLD-Ot7UtA-JUUL/r%%-,ULl'JG-+U Town of Southold Statement of Work I Infrastructure Assessment-Foundation to Create RFP Pr ectAssumptions and Out of Scope Assumptions The project timeline, resource plan, and pricing are based on required access for Core BTS resources and a continuous work effort from project kickoff to completion. Unexpected project delays that may be caused by hardware availability, availability of Town of Southold resources, missing of agreed deadlines by Town of Southold resources, documented assumptions found to be incorrect, or changes to an approved design may require a Project Change Request ("PCR") to realign the scope and / or price of the project. Project assumptions include, but are not limited to, the following statements for this project: 1. If necessary, the Town will be responsible for communication with their WAN service providers (Lightpath and Optimum). 2. Core BTS and the Town will collaborate on the creation of the RFP. All Town stakeholders must approve the content of the RFP. 3. The Town will engage Dell support to assess the health of the VxRail cluster. Core BTS will incorporate the outputs of the assessment into the final report and any required remediation into the RFP. 4. All hardware, software, and cloud services required for the project will be the financial responsibility of Town of Southold. 5. Any needed license quantities and recommendations may change based on analysis of the environment during the Discover and Plan phase. Town of Southold is responsible for providing sufficient licensing and / or subscription(s) prior to the Build phase, and all licensing required prior to the Stabilize phase. 6. Any third-party support costs will be the financial responsibility of Town of Southold. 7. Town of Southold will provide any and all available technical schemas and documentation, equipment inventories and configurations, drawings and diagrams, and vendor information, or will provide accurate understanding and knowledge of the same related to all areas and technologies being assessed, reviewed, planned, or designed within scope. 8. Town of Southold will permit full unattended admin access with the necessary account privileges to resources for all technologies within scope. If remote unattended access cannot be provided, the budget estimate for the project may increase by 20%. 9. Town of Southold will allow or supply physical access to all computers, communications, and servers within scope. 10. Work could include on-site and off-site activity by Core BTS resources to ensure project tasks are completed in a timely manner. 11. Normal business hours are 8 AM to 4 PM Monday through Friday. 12. Knowledgeable Town of Southold resources will be made available to this project and will help meet the timelines as identified in the project plan. If meetings are not attended by Town of Southold and if advanced notification is not given (4 hours minimum in advance), then the cancelled meetings will be deducted against the project's billable hours since resources were reserved for that time. 13. To help minimize resource requirements on the part of Town of Southold, more detailed requirements for permissions, access, and workspace will be made available prior to starting the project. Administrative credentials, access, and permissions for all Core BTS project members must be completed the first week of the Discover and Plan phase. COREBTS Company Confidential Page 7 UUI.UOIYII CI I VCIU'JC IU.OU'}OLr 1 O-UO I OWGLO-OD�H-JSVUHl.5UJL4� Town of Southold Statement of Work I Infrastructure Assessment-Foundation to Create RFP 14. Town of Southold is responsible for communicating the project plan and all timelines and goals to Town of Southold business units or facilities, as appropriate. 15. Core BTS will use generally accepted project management techniques and processes throughout this project. 16. Informal knowledge transfer will be provided throughout the project. Informal knowledge transfer is defined as informal activities provided as your administrators, or contractors, are working side-by-side with Core BTS during the project. No formal training materials will be developed or delivered as part of informal knowledge transfer. 17. Core BTS assumes no liability for equipment damage and/or loss associated with the relocation of any equipment to any location other than the initial delivery location. 18. Core BTS assumes no liability for data loss. Customer is strongly encouraged to backup and validate data on all affected systems prior to initiation of the engagement. 19. Any additional tasks, work, labor, and other efforts for this project that have not been clearly defined In the SoW are the client's responsibility and will be performed by the client. Any additional items not outlined in the SoW that the client wishes to be a part of Core BTS' work product will require a signed and approved Project Change Request (PCR). PCRs will detail the additional work and costs, and will be submitted to the client project sponsor for approval and signature. Signed PCRs will become an official part of the project Out of Scope All work that is "out of scope" will be addressed by Core BTS and the Town of Southold Project Sponsor 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. Deficiencies of any kind within the current environment discovered because of the project will not be remedied within the scope of this project. Quick win action items will be identified, if possible. 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: • Any changes to the configuration of the town's IT infrastructure. This engagement is only intended to assess the infrastructure. • Assessment of the Town's SQL Server instances. These will be upgraded prior to the RFP being issued. • Assessment of the Town's data backup solution including data recovery plans. • Ongoing deployments of any technology beyond the final week of the engagement • Remediation or roadmaps of existing infrastructure for subsequent strategic initiatives • Support or remediation services for technologies not implemented by Core BTS If further services are necessary outside of the boundaries of this scope, a PCR or an additional SOW will be provided. COREBTS Company Confidential Page 8 UVI:Vollgll CIIVCIVFJC IV.oV'foLrlo-Vo lo-4LLo-O"/1-J.yVU/11i5 V:7LY7 Town of Southold Statement of Work I Infrastructure Assessment-Foundation to Create RFP 4 Roles and Responso'bleflUes Deform amp Roles andr-ZesponsibillitZes Core BTS will provide the core resources required to plan and execute this project and ask that Town of Southold provide the complementary resources required to assist in the planning and execution of this project. Core BTS will require access to several subject matter experts and managed services staff to complete this engagement. Core BTS project Coordinator Responsibilities of the Core BTS Project Coordinator include: • Developing project timeline and ensure scheduled are maintained • Acting as a single point of contact for all members of the Project Team • Managing all Core BTS resources and coordinating resources • Resolving issues with point of contact • Presenting status weekly via status meetings and status reports • Providing issue and risk management including escalation management • Controlling change management process Core BTS Engineer(s) Responsibilities of the Core BTS Engineer(s) include: • Performing tasks as outlined in this Statement of Work with efficiency and diligence • Acting in a professional manner and abiding by Town of Southold code of business conduct Responsibilities of Southold Responsibilities of Town of Southold include: • Providing necessary personnel, including: • A dedicated Point of contact • Subject matter experts (SME's) as needed. • Management with decision-making authority • If necessary, assist in physical movement and racking of components (unless otherwise specified) • Providing access during agreed upon timeframes to: • Suitable workspace, including a workstation and telephone, if necessary • Required systems and networks • Documentation of current procedures, workflows, and network diagrams • Providing remote access (VPN preferred) if work is to be completed offsite • Provide Core BTS resources with all software licensing and / or hardware required • Responsible for procuring, installing, hosting, testing, deploying, monitoring, and maintaining all associated hardware and third-party software, including patches or upgrades as required COREOC*�'I- BTS Company Confidential Page 9 L/Uuu,?[IJII CI IVCIUpC[L.P.OU4O4f 10-UO I 0-Y4LO-OZ7JH-ODUL)t%%,7L/:J4YU , Town of Southold Statement of Work I Infrastructure Assessment-Foundation to Create RFP • In a timely manner, resolving problems not directly discussed in this SoW, but adversely affecting the project's progress (i.e. software bugs, hardware failures, connectivity issues, etc.) Core BTS can assist with these issues as through the scope management process. • Submit change controls for all environments, as necessary • Participating in knowledge transfer throughout the project (unless otherwise noted) • Participate in project status and closeout meetings utu a 5 Responsibilities shared by all members of the Project Team include: • Responding to communication (calls and email) in a timely manner • Participating in all status meetings • Identifying situations requiring scope management and alerting Project Management • Identifying potential issues and risks and alerting Project Management • Coordinating scheduling in the event of delays outside of Core BTS's / Town of Southold control CORECED2BTSCompany Confidential Page 10 LluuuolyfI CI I Vulupt:IU. oU'TOLr-IO-UO 1OWLL�-Otl 5/'1-J SUU/'11..'U:7LY.7 Town of Southold Statement of Work I Infrastructure Assessment-Foundation to Create RFP Project en Professional Services PrEdong Summary Service Description Price Fixed Fee: , $29,594.56 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. • This fixed fee price is inclusive of all travel related expenses. • Payment Schedule — $29,594.56 Upon Completion of the Project Proposedit This proposal expires within 30 days or our written revocation of the proposal prior to 30 days. Please send signed documents to your Account Manager via email. CORE(.` BTS Company Confidential Page 11 L/UL;UO1911 CIIVCIUFIC lu.OU'404f 10-UOID-'4LL�-0�.7/'t-J.7UUPtli.7u:7L4� Town of Southold Statement of Work I Infrastructure Assessment-Foundation to Create RFP 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 DOCUSigned by* Signature: Ql,, a"� � Signature: /f orAO 648854E ... Alejandro Vazquez Print Name: Print Name: . . r Title:Director of consulting services Title: „a¢'`'.,'° /D u•-vt a)a r" ' "k�..................'.. {gym Date: 5/23/2024 Date: / .5 . / "a d �a COREB T S Company Confidential Page 12 UVI.UJII�II CIIVCIVFJC IV.OV'}OGf 10-VO IUWGGU-OJC/1'J.7VU/11.r.7 U:JL4.7 Town of Southold Statement of Work I Infrastructure Assessment-Foundation to Create RFP 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 applicable law or one and one-half percent(1.5%) per month from the date due until paid. We shall have a purchase money security interest in 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 invoice is not paid by you after 60 days,you authorize us to file all documents(including UCC financing statements)deemed necessary by us to protect and maintain our security interests. 2. Independent Contractor: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 unemployment,social security,federal income(state and local income where applicable)and other payroll taxes imposed by any governmental body on us in regard to our employees who are engaged in the performance of the services. Pricing set forth herein is exclusive of applicable sales,use and similar taxes assessed on the performance of any services.You agree to reimburse,indemnify and hold us harmless from and against any such tax,penalty and interest thereon levied against us for the provision of services to you hereunder. 3. No Hiring. For the term of the project and for a period of one year thereafter,you agree not to hire,solicit or accept solicitation of,through employment or otherwise,directly or indirectly,any of our employees or independent contractors with whom you have had any contact during the project,unless you obtain our prior written consent.Should you hire an employee or independent contractor of ours through employment or otherwise within this time period without our prior written consent,you will immediately pay as liquidated damages to us an amount equal to the relevant person's then current annual compensation (or the amount paid to or on behalf of the person in the last 12 months,in the case of an independent contractor). 4. Warranty. 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. 5. Our Indemnity. 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 (1)services performed on equipment or software which you covenanted that we had the rights to modify as set forth in Section 7 below, (ii)services performed to your specification or design and (III)infringement resulting from or caused by your misuse or unauthorized modification of systems or product. We will also indemnify, defend and hold you harmless from and against any Damages resulting from our willful misconduct or negligent acts or omissions in performing the services which are the subject of these terms,except to the extent such Damages are caused by the willful misconduct or negligence of you, your employees or agents.Our obligation to Indemnify and defend you with respect to any claim shall be subject to (i)your providing us with prompt notice of such claim, (li)our having sole control over the defense and settlement thereof, (III)your providing us with the information and assistance necessary to defend or settle such claim as reasonably requested by us,and (iv)the limitations on liability set forth in Section 6 below. 6. Limitations of Liability.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 us in aggregate of all claims is limited to the amounts paid to us by you in the preceding twelve(12) months.You acknowledge that this limitation of liability 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 limitation,would have been higher. 7. Your Covenants.You covenant that: (1)you have the authority to agree to these terms and the funding necessary to pay for the requested services; (ii)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 for 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 information that is proprietary or confidential to the other party. Each party agrees to hold such information in strict confidence and not to discuss or disclose any such information to any third party for a period of three years.The parties acknowledge that the provisions of this paragraph shall 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 of Agreement. Either party may terminate our engagement at any time upon 30 days prior written notice, unless noted in the body of this Agreement as for a fixed term and not cancellable.Cancellation of any such licensing or services shall incur a termination fee equal to 100%of the cost of the remainder of the term,payable to us in full upon the effective termination date.You acknowledge that this Agreement may include services,licensing,or orders for products or services which Core may be unable to cancel with its vendors,and in such cases,you shall have no right to terminate these for convenience. 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 of 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. Force Majeure. Neither party shall be liable to the other for any failures or delays arising out of conditions beyond its reasonable control,including, without limitation,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 Gad and similar occurrences. 16. Waiver: Severability.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. •Lj6000IYIf CIIV IIUPU IU. DUYO/F 10-VO I O-YLLD-OJDIt-JUULJt%trUVJ4Y0 Meraki Security Cameras - Cabling Needs Statement of Work Prepared for Town of Southold May 22, 2024 Version 1 Prepared by Core BTS, Inc. http://www.corebts.com Matthew Vetro Account Manager matthew.vetro@COREBTS.com Joseph Skidmore Solution Architect joseph.skidmore@corebts.com 'VUI:U-:)1y0C11VCIVpC IV. oV•TOLr 10-UOIO-'fLL�-0.7.7/1-JOVUl1l'.'7VJL'#5 CORES BTS Copyright © 2024 Core BTS, Inc. All rights reserved. Proprietary and Confidential Material. This document is provided to Town of Southold ("Client') solely in support of a proposal for services ("Proposal") for the Meraki Security Cameras - Cabling Needs project ("Project'). This document contains proprietary information owned by Core BTS, Inc. ("Core BTS") and should be regarded as confidential. This document, any attachments and summaries, related information, and all copies of same remain the confidential property of Core BTS and shall be returned to Core BTS upon request. These materials and the information contained herein are not to be duplicated or used, in whole or in part, for any purpose other than Client use to evaluate this Proposal. Company Confidential v.2023R02 Uul:uolly I1 mivuIuFlC IV.ou-toe lo-UOIOWGG�-0.7.7/'YJ.7UU/'11.7 V:JL4J Town of Southold Statement of Work I Meraki Security Cameras -Cabling Needs Project" e The Town of Southold has purchased new Meraki MV cameras for their office buildings and would like CoreBTS to provide installation and configuration services. These new cameras will be mounted in the agreed-upon locations at each site, and configured according to Meraki best practices. COPEBT� Company Confidential Page 3 •VUI.UJlyli CIIVCIUFIC ILl.DU40Gf 10-UOI�-'4LLO-O,Jf1-J�UL//'11...7L/:JG4� Town of Southold Statement of Work I Meraki Security Cameras -Cabling Needs e ject Delivery During Delivery, Core BTS will provide consultants to deliver best practice, technical guidance, and execution for the implemented technologies and solutions described in this section. Project Oversight and Coordination • Project logistics and planning • Acting as a single point of contact for all members of the Project Team • Project initiation activities • Developing project timeline and ensure schedules are maintained • Oversight of resources and budget management • Schedule meetings to drive business requirements gathering and additional discovery • Create and maintain project materials and stakeholder communications: • Budget and timeline • RAID log • Weekly status reports and meeting as required • Review current change control standards and policy, manage changes as needed within those constraints • Providing issue and risk management including escalation management as required Project Specification CoreBTS will be providing installation and configuration services for the Town of Southold. This will include adding the new cameras to Southold's Meraki Dashboard, adding cameras to specific groups, adjusting the view, and verifying video retention settings. Core BTS personnel will work closely with Customer's IT staff to perform the following services. Implement • Network Implementation ■ Town Hall - Install (7) Meraki MV Cameras • Install (7) Cat 6 cables for (7) Exterior Cameras. • Terminate each Cat 6 cable with Rj45 for direct connect to each camera. • Make penetration at each location and mount (1) Exterior camera at each location. • Test, Label and terminate all Cat 6 cables on new patch panel. ■ Annex Center - Install (5) Meraki MV Cameras • Install (5) Cat 6 cables for (5) Exterior Cameras. • Terminate each Cat 6 cable with Rj45 for direct connect to each camera. C0 P E BTS Company Confidential Page 4 •L/UUUJIIJ.d CIIVCIUpC IV.OV40Gr 10-UOIO-4LG�-0.70f1-J.7VUHl�J UJL4' Town of Southold Statement of Work I Meraki Security Cameras -Cabling Needs • Make penetration at each location and mount (1) Exterior camera at each location. • Test, Label and terminate all Cat 6 cables on new patch panel. ■ Rec Center - Install (2) Meraki MV Cameras • Install (2) Cat 6 cables for (2) Exterior Cameras. • Terminate each Cat 6 cable with Rj45 for direct connect to each camera. • Make penetration at each location and mount (1) Exterior camera at each location. • Test, Label and terminate all Cat 6 cables on new patch panel. ■ HRC Center - Install (4) Meraki MV Cameras • Install (4) Cat 6 cables for (4) Exterior Cameras. • Terminate each Cat 6 cable with Rj45 for direct connect to each camera. • Make penetration at each location and mount (1) Exterior camera at each location. • Test, Label and terminate all Cat 6 cables on new patch panel. ■ Highway Facility - Install (3) Meraki MV Cameras • Install (3) Cat 6 cables for (3) Exterior Cameras. • Terminate each Cat 6 cable with Rj45 for direct connect to each camera. • Make penetration at each location and mount (1) Exterior camera at each location. • Test, Label and terminate all Cat 6 cables on new patch panel. ■ Documentation • Once all Project tasks have been completed, CoreBTS will provide documentation relevant to the Project. This documentation can include any inventory sheets, cabling runlists, Meraki Dashboard screenshots, Visio drawings, or relevant running configs. Deliverables This project will be complete when Core BTS has completed all objectives and documents listed below and they have been reviewed with Town of Southold. • CoreBTS will provide as-built documentation at the end of the Project. This documentation can include inventory sheets, cabling runlists, Meraki Dashboard configuration screenshots, and/or Visio network drawings. COREBTS Company Confidential Page 5 •L/UL;U011J.ICI mIVCIUpC w.OUNOLr I O-UO 1 O-4LLD-OUtItA-ODUUf1lJyL U4-tY Town of Southold Statement of Work I Meraki Security Cameras -Cabling Needs oject Assn po` ions and Out of Scope General Assumptions The project timeline, resource plan, and pricing are based on required access for Core BTS resources and a continuous work effort from project kickoff to completion. Unexpected project delays that may be caused by hardware availability, availability of Town of Southold resources, missing of agreed deadlines by Town of Southold resources, documented assumptions found to be incorrect, or changes to an approved design may require a Project Change Request ("PCR") to realign the scope and / or price of the project. Project assumptions include, but are not limited to, the following statements for this project: 1. All hardware, software, and cloud services required for the project will be the financial responsibility of Town of Southold. 2. Any needed license quantities and recommendations may change based on analysis of the environment during the Discover and Plan phase. Town of Southold is responsible for providing sufficient licensing and / or subscription(s) prior to the Build phase, and all licensing required prior to the Stabilize phase. 3. Any third-party support costs will be the financial responsibility of Town of Southold. 4. Town of Southold will provide any and all available technical schemas and documentation, equipment inventories and configurations, drawings and diagrams, and vendor information, or will provide accurate understanding and knowledge of the same related to all areas and technologies being assessed, reviewed, planned, or designed within scope. 5. Town of Southold will permit full unattended admin access with the necessary account privileges to resources for all technologies within scope. If remote unattended access cannot be provided, the budget estimate for the project may increase by 20%. 6. Town of Southold will allow or supply physical access to all computers, communications, and servers within scope. 7. Work could include on-site and off-site activity by Core BTS resources to ensure project tasks are completed in a timely manner. 8. Normal business hours are 8 AM to 5 PM Monday through Friday. 9. Knowledgeable Town of Southold resources will be made available to this project and will help meet the timelines as identified in the project plan. If meetings are not attended by Town of Southold and if advanced notification is not given (4 hours minimum in advance), then the cancelled meetings will be deducted against the project's billable hours since resources were reserved for that time. 10. To help minimize resource requirements on the part of Town of Southold, more detailed requirements for permissions, access, and workspace will be made available prior to starting the project. Administrative credentials, access, and permissions for all Core BTS project members must be completed the first week of the Discover and Plan phase. 11. Town of Southold is responsible for communicating the project plan and all timelines and goals to Town of Southold business units or facilities, as appropriate. 12. Core BTS will use generally accepted project management techniques and processes throughout this project. 13. Informal knowledge transfer will be provided throughout the project. Informal knowledge transfer is defined as informal activities provided as your administrators, or contractors, are working side-by-side with Core BTS during the project. No formal C®PE07LBTS Company Confidential Page 6 •UUUUORYIS CIIVCIUpu IU.OUYOLr 10-U0 I O-YLL O-07�/-YJ.7V U/11.7 L./JL4.7 Town of Southold Statement of Work I Meraki Security Cameras -Cabling Needs training materials will be developed or delivered as part of informal knowledge transfer. 14. Core BTS assumes no liability for equipment damage and/or loss associated with the relocation of any equipment to any location other than the initial delivery location. 15. Core BTS assumes no liability for data loss. Customer is strongly encouraged to backup and validate data on all affected systems prior to initiation of the engagement. 16. Any additional tasks, work, labor, and other efforts for this project that have not been clearly defined In the SoW are the client's responsibility and will be performed by the client. Any additional items not outlined in the SoW that the client wishes to be a part of Core BTS' work product will require a signed and approved Project Change Request (PCR). PCRs will detail the additional work and costs, and will be submitted to the client project sponsor for approval and signature. Signed PCRs will become an official part of the project Out of Scope All work that is "out of scope" will be addressed by Core BTS and the Town of Southold Project Sponsor 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. Deficiencies of any kind within the current environment discovered because of the project will not be remedied within the scope of this project. Quick win action items will be identified, if possible. 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: • Ongoing deployments of any technology beyond the final week of the engagement • Remediation or roadmaps of existing infrastructure for subsequent strategic initiatives • Support or remediation services for technologies not implemented by Core BTS If further services are necessary outside of the boundaries of this scope, a PCR or an additional SOW will be provided. ®RE V�s Company Confidential Page 7 'L/ul:uollgll r_IVCIuF1C w.ou'foLr lo-uo lo-+/zo-ouu^-J.7uLitAL uU:7G4ZI Town of Southold Statement of Work I Meraki Security Cameras -Cabling Needs Roles and Responsibilities Delivery Team® Roles and Responsibilities Core BTS will provide the core resources required to plan and execute this project and ask that Town of Southold provide the complementary resources required to assist in the planning and execution of this project. Core BTS will require access to several subject matter experts and managed services staff to complete this engagement. Core BTS project Coordinator Responsibilities of the Core BTS Project Coordinator include: • Developing project timeline and ensure scheduled are maintained • Acting as a single point of contact for all members of the Project Team • Managing all Core BTS resources and coordinating resources • Resolving issues with point of contact • Presenting status weekly via status meetings and status reports • Providing issue and risk management including escalation management • Controlling change management process Core BTS Engineer(s) Responsibilities of the Core BTS Engineer(s) include: • Performing tasks as outlined in this Statement of Work with efficiency and diligence • Acting in a professional manner and abiding by Town of Southold code of business conduct Responsibilities of Town of Southold Responsibilities of Town of Southold include: • Providing necessary personnel, including: • A dedicated Point of contact • Subject matter experts (SME's) as needed. • Management with decision-making authority • If necessary, assist in physical movement and racking of components (unless otherwise specified) • Providing access during agreed upon timeframes to: • Suitable workspace, including a workstation and telephone, if necessary • Required systems and networks • Documentation of current procedures, workflows, and network diagrams • Providing remote access (VPN preferred) if work is to be completed offsite • Provide Core BTS resources with all software licensing and / or hardware required • Responsible for procuring, installing, hosting, testing, deploying, monitoring, and maintaining all associated hardware and third-party software, including patches or upgrades as required • In a timely manner, resolving problems not directly discussed in this SoW, but adversely affecting the project's progress (i.e. software bugs, hardware failures, C0 R E g� Company Confidential Page 8 'VuLu6tyil r-imnupu IV.Ou4o/to-u01�-'FGGO-0.7.7I1-J�VU/'11r.7 L./:JL4J Town of Southold Statement of Work I Meraki Security Cameras -Cabling Needs connectivity issues, etc.) Core BTS can assist with these issues as through the scope management process. • Submit change controls for all environments, as necessary • Participating in knowledge transfer throughout the project (unless otherwise noted) • Participate in project status and closeout meetings u ua� Responsibilities shared by all members of the Project Team include: • Responding to communication (calls and email) in a timely manner • Participating in all status meetings • Identifying situations requiring scope management and alerting Project Management • Identifying potential issues and risks and alerting Project Management • Coordinating scheduling in the event of delays outside of Core BTS's / Town of Southold control CORE' BTS Company Confidential Page 9 •IJUUUJIl�15 CIIvCtupt,IV.OU•}oLr Io-VOID-'4LLo-0.7�/'1-JJVIJ/'1l'VJL4O Town of Southold Statement of Work I Meraki Security Cameras-Cabling Needs Project Investment Professional Services Pricing Summary Service Description Price Fixed Fee: Core BTS Fixed Fee Billing germs • 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. • Payment Schedule - $17,500.00 Upon completion of Project Proposal Expiration This proposal expires within 30 days or our written revocation of the proposal prior to 30 days. Please send signed documents to your Account Manager via email. CORE . ��s Company Confidential Page 10 •VUUUORYII CI I VCIU'JC IV. OU-tOLr IO-UO IO-YLLO-OJ�l1-JJVIJ/'1li�LJUG4� Town of Southold Statement of Work I Meraki Security Cameras-Cabling Needs Proposal Acceptance To proceed with the work as defined by this proposal, all parties must sign below acknowledging that they have read the entire document and agree to all terms as laid out within. Core BTS, Inc. Town of Southold DocuStgned by:, Signature: Signature:`''° 9Fk0249@4B954E5..., _ �• —• �. Print Name:Alejandro Vazquez Print Name:^ Title: Di rector of consul ti rig servi ces 'Title: Date:'5/23/2024 , Date: . COPEBTS Company Confidential Page 11 'VUUUO.-y I.$CIIVCIUIJC ILJ.DU•}OGr 1 O-UO 1 O-'4LGO-O"f1-000L//-%L ULJJG'4V Town of Southold Statement of Work I Meraki Security Cameras -Cabling Needs 7 7erms and CondMons 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 applicable law or one and one-half percent(1.5%) per month from the date due until paid. We shall have a purchase money security interest in 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 invoice is not paid by you after 60 days, you authorize us to file all documents(including UCC financing statements)deemed necessary by us to protect and maintain our security interests. 2. Independent Contractor;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 unemployment,social security,federal income(state and local income where applicable)and other payroll taxes imposed by any governmental body on us in regard to our employees who are engaged in the performance of the services. Pricing set forth herein is exclusive of applicable sales, use and similar taxes assessed on the performance of any services. You agree to reimburse, indemnify and hold us harmless from and against any such tax, penalty and interest thereon levied against us for the provision of services to you hereunder. 3. No Hiring. For the term of the project and for a period of one year thereafter,you agree not to hire,solicit or accept solicitation of,through employment or otherwise,directly or indirectly,any of our employees or independent contractors with whom you have had any contact during the project, unless you obtain our prior written consent. Should you hire an employee or independent contractor of ours through employment or otherwise within this time period without our prior written consent, you will immediately pay as liquidated damages to us an amount equal to the relevant person's then current annual compensation (or the amount paid to or on behalf of the person in the last 12 months,in the case of an independent contractor). 4. Warranty. 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. 5. Our Indemnity. 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(1)services performed on equipment or software which you covenanted that we had the rights to modify as set forth in Section 7 below, (ii)services performed to your specification or design and(III) infringement resulting from or caused by your misuse or unauthorized modification of systems or product. We will also indemnify, defend and hold you harmless from and against any Damages resulting from our willful misconduct or negligent acts or omissions in performing the services which are the subject of these terms,except to the extent such Damages are caused by the willful misconduct or negligence of you, your employees or agents. Our obligation to indemnify and defend you with respect to any claim shall be subject to (1)your providing us with prompt notice of such claim, (11)our having sole control over the defense and settlement thereof, (III)your providing us with the Information and assistance necessary to defend or settle such claim as reasonably requested by us,and(iv)the limitations on liability set forth in Section 6 below. 6. Limitations of Liability. 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 us in aggregate of all claims is limited to the amounts paid to us by you in the preceding twelve(12) months. You acknowledge that this limitation of liability 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 limitation,would have been higher. 7. Your Covenants.You covenant that: (1)you have the authority to agree to these terms and the funding necessary to pay for the requested services; (ii)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 for 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 information that is proprietary or confidential to the other party. Each party agrees to hold such Information in strict confidence and not to discuss or disclose any such information to any third party for a period of three years. The parties acknowledge that the provisions of this paragraph shall 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 of Agreement. 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, (ii)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 Core 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 including 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 of 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. Force Maieure. Neither party shall be liable to the other for any failures or delays arising out of conditions beyond its reasonable control, including, without limitation,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; Severability. 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.