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HomeMy WebLinkAboutZoning Update Project RESOLUTION 2024-303 ADOPTED DOC ID: 20107 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2024-303 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MARCH 26,2024: RESOLVED that the Town Board of the Town of Southold hereby accepts the proposal submitted by ZoneCo, LLC received March 20, 2024,to amend the Professional Services Agreement for the Zoning Update Project to include the services of CityScape Consultants, Inc. as a subcontractor to revise the zoning code related to wireless communication facilities with the condition that at least two additional municipalities participate to reduce the overall cost as outlined in the CityScape proposal, and authorizes Supervisor Albert J. Krupski Jr.to execute the amendment to the ZoneCo contract in accordance therewith, subject to review of the Town Attorney. Denis Noncarrow Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Brian O. Mealy, Councilman SECONDER:Anne H. Smith, Councilwoman AYES: Doroski, Mealy, Smith, Krupski Jr,Doherty, Evans 0 ZO N E cO++ FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (TOWN OF SOUTHOLD, NEW YORK) THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the "First Amendment") is made and entered into as of the last date of execution below (the "Effective Date"), by and between the TOWN OF SOUTHOLD, NEW YORK, a municipal corporation, having an address of 53095 Route 25, PO Box 1179, Southold, New York 11971, Attn: Heather M. Lanza, AICP, Planning Director(the "Town"), and ZONECO, LLC, an Ohio limited liability company, having an address of 1502 Vine Street, Fourth Floor, Cincinnati, Ohio 45202, Attn: Sean S. Suder, Lead Principal ("Consultant'), on the following terms and conditions: RECITALS A. Whereas, the Town and Consultant are parties to that certain "Professional Services Agreement"with an effective date of September 12, 2022, as well as that certain addendum relating to MWBE utilization with an effective date of November 27 2023 (collectively, the "Agreement"), which outlines terms and conditions for Consultant to provide a comprehensive update to the Town's Zoning Code and Zoning Map (Chapter 280 of the Town Code) (hereinafter, the "Project"); B. Whereas, Consultant and Cityscape Consultants, Inc. ("Sub-Consultant") have entered into that certain Sub-Consultant Agreement with an effective date of February 19, 2024 (the "Sub-Consultant Agreement"), which outlines the terms and conditions for Sub-Consultant to provide certain services under the Prime Contract, including a redline of the Town's current regulations regarding wireless communication technology; C. Whereas, Sub-Consultant will also be performing certain services for the benefit of the Town and certain other nearby localities, including creating an inventory and map of existing wireless antenna locations and drafting a proposed Local Law for regulation of wireless communications (the "Wireless Study"), D. Whereas, the Town will be sharing the cost of the Wireless Study with the Town of Shelter Island, and the Villages of Sag Harbor and North Haven; E. Whereas, at the Town's request, Consultant has engaged or will be engaging Sub-Consultant to perform the Town's share of the Wireless Study as part of the Agreement; and F. The Town and the Consultant now desire to amend the Agreement to broaden the scope of Consultant's Services and increase the maximum Consulting Fee contingent on the terms and conditions herein. 1 • ` i NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties intending to be legally bound hereby agree as follows: AGREEMENT 1. Amendment. Except as modified by this First Amendment, the Agreement remains unmodified and in full force and effect. The Agreement, as further amended hereby, is ratified and confirmed. In the event of a conflict between the terms of this First Amendment and the terms of the Agreement, this First Amendment shall govern and control. Unless otherwise defined by this First Amendment, all capitalized terms used herein shall have the respective meanings given to such terms by the Agreement. 2. Consulting Services. The scope of Services set forth in Section 2 of the Agreement is hereby supplemented with the additional scope provided in Exhibit A-1 attached to this First Amendment, and is entitled "Wireless Consulting Proposal for Services" dated August 13, 2024 by Cityscape Consultants, Inc. which is incorporated herein by reference. 3. Fees. (a) Exhibit A-1 contains the proposed scope of work for the Wireless Study; the parties agree and acknowledge that the Sub-Consultant may invoice up to a maximum amount of Twenty-Six Thousand Five Hundred Twenty-Six and 25/100 Dollars ($26,526.25) (the "Sub-Consultant's Fee"), pursuant to the line item that states, "Total Town of Southold" $26,526.25. (b) ZoneCo shall be responsible for Five Thousand and 00/100 Dollars ($5,000.00) of the Sub-Consultant's Fee as per the Agreement, and the Town shall be solely responsible for Twenty-One Thousand Five Hundred Twenty-Six and 25/100 Dollars ($21,526.25) of the Sub-Consultant's Fee (the "Town's Share"). As consideration for Consultant's services in managing and paying Sub-Consultant, the Town shall pay to Consultant an amount of Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) (the "Management Fee"). (c) Both the Town's Share and the Management Fee will be due and payable to Consultant as part of the Consulting Fee on the terms and conditions contained in Section 3 of the Agreement, and the Consulting Fee is hereby increased to a maximum of . Two Hundred Seven Thousand, Five Hundred Twenty-Six and 26/100 Dollars ($207,526.25). 4. Understanding of Relationship. Section 5 of the Agreement is hereby supplemented with the following additional terms and conditions, which the parties acknowledge and agree shall apply to Consultant's provision of the Services. (a) Independent Contractor. Consultant's status at all times shall be that of an independent contractor. Consultant may not, at any time, act as a representative for or on behalf of the Town, for any purpose or transaction, and may not bind or otherwise obligate the Town in any manner whatsoever without first obtaining the written approval of the Town. 2 In recognition of its status as an independent contractor, Consultant hereby waives any rights as an employee or deemed employee of the Town. Consultant shall pay directly all taxes associated with the compensation it receives under the Prime Contract. (b) Non Attorney. Although Consultant is affiliated with the law firm of Suder, LLC, its principal place of business being located at 1502 Vine Street, Fourth Floor, Cincinnati, OH 45202, and although some of Consultant's employees and principals are attorneys who may be separately engaged to provide legal representation in a state where they are licensed to practice law, Consultant is not a law firm and does not provide legal representation or legal services. The Town understands, acknowledges, and agrees that engaging or otherwise contracting with Consultant or its principals or employees does not form an attorney-client relationship and, as such, the protections of the attorney-client relationship do not apply to the provision of the Services, or any communication related thereto. Further, the Town retains the sole and exclusive responsibility to determine whether the language that Consultant proposes to amend the Town's Code of Ordinances will comply with applicable law, and the Town shall retain its own legal counsel to review Consultant's proposed language for issues of legal compliance. Consultant expressly disclaims any and all representations and warranties related to the legal effect of proposed amendment language, and the Town acknowledges and agrees that it is not relying on Consultant for any legal advice whatsoever. (c) Non-Lobbyist. Consultant is not a registered lobbyist and does not provide any lobbying (formal or informal), government affairs, media, public relations or other marketing, branding, or communications services. (d) No Warranty as to Sub-Consultant's Work Product. The Town hereby acknowledges and agrees that Consultant is engaging Sub-Consultant purely out of convenience for the Town, that Consultant is not an expert in wireless communications regulation, and that Consultant is offering no representation or warranty of any kind with respect to Sub-Consultant's services. In the event of any dispute between the Town and Sub-Consultant with respect to the Wireless Study, the Town shall look to Sub-Consultant only for liability and not to Consultant. The Town hereby promises to indemnify, defend, and hold Consultant harmless for, from, and against any and all claims, expenses, costs, and liabilities, including but not limited to reasonable attorney's fees, arising out of Sub- Consultant's provision of the Wireless Study to the Town. 5. Termination. Either party may terminate the Agreement prior to the end of the Consulting Period by providing the other party with thirty (30) days' written notice, in which case the Town shall pay to Consultant the pro-rata portion of the Consulting Fee for the Services that Consultant has performed prior to receiving the notice of termination, as outlined in Section 3 of the Agreement. 6. Counterparts. This First Amendment may be executed in one or more counterparts, each of which shall be considered an original and all of which shall constitute one and the same agreement. This First Amendment may be executed and delivered via facsimile or PDF and if so executed and delivered, shall be effective as if an original of this First Amendment were so executed and delivered. 3 IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly executed as of the dates shown below. CONSULTANT: ZONECO, LLC, an Ohio limited liability company By. —­, Sean S. Suder, Lead Principal Date: 9/19/2024 TOWN: TOWN OF SOUTHOLD, NEW YORK, a municipal corporation By: Name: r Title: SiV� Date: q_ 0-ay CERTIFICATION OF FUNDING AVAILABILITY Certified Date: Fund/Code: Amount: By: Town Treasurer i 4 EXHIBIT A-1 Wireless Consulting Proposal for Services I i 5 C O N S U L T A N T S , I N CCkysca . Ls , I k= " Submitted by: Cityscape Consultants, Inc. , 2423 S Orange Ave#317 Orlando, FL 32806 Tel: (877)438-2851 u Fax: (877) 220-4593 August 13,2024E '. PROPOSAL CONTACT PERSON: Susan Rabold—Susan@CityScapeGov.com " . =sreA MA RtIRT A4ASTER PLAN PROJECTlSOUTNOLD•August 13,2024 STATEMENT OF PROPOSED FEES Project Fees The following cost proposal is a total fixed fee for each community,as part of a comprehensive Master Plan project including: the Town of Southold, Town of Sag Harbor, North Haven Village and the Town of Shelter Island. The Scope of Work as proposed includes the following Task/Deliverables and associated fees: [TASKDescription of Task Est. Timeline A 1,=Wl ECESS IN1[ENTORY,._R _ A: Preliminary Research,F y'i Compile data/research,and'assembly of tower/antenna.GIS 2 4,weeks ,! i , database of alknown existing tower ` and wireless antenna ownlocations;including anymap layers;fro 1'ji I� d t`build field data for assessments;high resolution geo data., , iq .: wB: `Infrastructu"re', '- I Visit area,and identify-all;wireless infrastructure in and around 2-4 weeks Assessments.and Data-". the Town(*includes all travel expense).Review of data.gathered Revie`w`.: from the assessment process.Compile,confirm and reconcileall I data,pictures,and notable information`._ _ _ _ f ' TAsKi, ..CN ZENTORY MAPPING+ �PROPAGATIOWMAPPING;'ANi4CYSl$&iCONCEP,TUAL'SOCUTIONSf`- lnventory:Mappingand r '-O,'�Draft,inyentommapping and analysis ofcurfent wireless E, - ,2-3 we �; ;$1;556.25 I Analysis ;'condition within each Town;Tw j(2)inventory•maps(structure. ~O`Eirst Draft Invento Iaype and antenna type);one census maps and a;summary`; k I analysis is provided.or each Town. ©'Final=invenfo .,: .'.. j ry`" Final inventory'.'maps with compil'ation of all infrastructure data! into ESRI GIS map file with imagery: i3.,Engineering Eropagatiod I-Mid-band frequency.propagation showing estimated 4 weeks ;.--$2,250.00 Mapping coverages from all existing and approved'and under,review ' {wireless facilities ` .'k-,r. C. Conceptual Mapping' and i Three`conceptual solution maps identifying potential,wireless ,T W,; 2-3 weeks_ '. $5,631.25 Mapping hlnalysts deployment options for,improving wireless coverages over the _ next ten years(m=a&o only,small wireless only,hybrid).The ; q M{" Analysis will include map summaries,existing,conditions and § other variables as discovered,in the assessment,process for each I community: ;4 'a r " ,.: a..'V3 TASK'3 PUBUC'U.UTREACH O(VLINEf`SURnY,; P.RESENRATIONS ,A. Public.Outreach " ;Preparation of analysis and materials for public presentation for.. ;, 2-4'weeks i j each community i} € Bc';Online Survey, _;,r,, o ,{ Create Town survey for each Town.including wireless usage, ;`2-4 weeks infrastructure preferences and preferred conceptual solutions; i{ i ,' I and summary upon completion 1;t i ^i> r. mun'i o v'r i�vento~"yandp. i C.'~Presentations'�R'�� , Town.Counc I meetingpe com ty'to'g .o e n ` <. ..:--, propagation ma in 1 Meeting..';.., 1' O First Meetln :Virtual rr g (. _ wl4 a' l_ r online survey closes the Town Council will be'be resented ^2 weeks D'.Pbll Results;and: `= .:', After o, e , Y p.. Recommendatibris with the results and'will make the decision on the solution the ' i Town will choose. PG.1 OF 3 TASK'*;=.WIRELESS C'OMMUNICATI-ONS=ORDINANCE.`:" A: Regulatory.Review.Firsf`, i+.Review,Town's existing�regulations includingfederal and,Aate '` 2-4'weeks ; + mandates and codes,permitted use charts,definitions,and other,.' } - 'applicable development standards. ©,.Second Meetirig Virtual, ; ,i Rewew of proposed tent amendmenfs;based on maps and chosen; "1 Meeting } ;conceptual plan;included with BA'above < : $6,300.00 t B: Second D'raftaCode^°_,�.;_r.- � Edits to-proposed , ' r text revisions based on'comnients,received j from first draft.>"_•Revisions �i ' E _ a.,,,,,;,, ;,,,,,,, „':.C'a'�-�+-�;'„'"--.;:.--•'.-'--..'«- ;,jr;-. ---:� .,,.E _..- '-fir,-._� _._..,.........,..,.... C.;Fi rW;D raft-Code Revisions 1!,Final edits to"proposed text amendments: t 'P 'N. f".0.IN77777 AL', LA WA HANGES. Final analysis of,engineer mapping and code'amendment 2 weeks Communications,Plan.and`=° i i recommendations.. !! $1,300.00 Code,Changes_ f' i i, „we tin'Vi iial Pra ect comb letion`..'_ }.�_. 1 Meetin Thy d Mee g rt �r 1 p _ g i ''Total Town of Southold $26,526.25 `• "Total Master:Plan for,all'Four'Communities(Southold-Shelter Island,Sag Harbor,East Haven) 4,i_-$106,105.00 j *Includes all travel-related expenses. ^Estimated timeline is 16-24�,weeks;note various tasks will run concurrently with other tasks. Per Diem Rates If required by the Town,Additional Services outside of the scope of work may be added in accordance with the rate schedule below;or as mutually agreed upon by Town and CityScape. Effective January 1,2024,ithrough December 31, 2025 Regulatory $ 350.00 per hour Senior Engineering Consultant $285.00 per hour Project Manager/Planner/Manager $200.00 per hour Field Engineering/Planning Travel Time $ 75.00 per hour PER DIEM TERMS AND CONDITIONS 1. Labor rates do not include state or local taxes,if applicable. 2. Travel and meals on a per diem basis will be invoiced at actual cost,plus 20 percent to account for general and administrative costs. 3. Hours expended for travel in support of any time and materials task orders are billable hours. 4. Hourly project work is invoiced monthly. All invoices are due and payable 30 days from issuance. Basis of Proposal 1. Project includes biweekly teleconference calls(via Zoom)for staff/CityScape status meeting updates throughout the completion of project. 2. Project includes:one (1)trip,two staff to the Town for the inventory assessment process;and three (3)virtual meetings (one to provide the inventory analysis, propagation maps,the introduction to the survey/poll and to answer questions from Town Council regarding solution scenarios; one to present the survey results, review of draft ordinance recommendations; and one for project completion). Additional in-person C1pe MASTER PLAN PROJECTISOUTHOLD•August 13,2024 I PG.2 OF 3 meetings/presentations may be added at a fixed fee of$3,000.00 to include all travel expense.Additional virtual meetings may be added at a fixed fee of$2,000.00. 3. Town will be invoiced upon completion,submission,and acceptance of deliverables for each Task. 4. Estimated timeline does not take into consid&ation required advertisement for public meetings, the Town/Cityscape existing workload or existing public meeting schedules. Some tasks run concurrently so the timeline may be more or less than the estimated timing. 5. Town staff will schedule any public meetings required with necessary planning and community groups, public notification and arrangements for meeting dates, and times and locations in conjunction with the Cityscape calendar. 6. Total pricing is an estimated fixed cost, including labor, travel, and other direct costs. Proposed costs for this project are indicative of the efficiency of our operations, proven automated tools,vast experience completing similar projects, and view of the strategic nature of this project. A significant change in scope of one or more tasks, may affect the overall price. 7. Scope is arranged in CityScape's proposed order of development based on prior project experience.Tasks may be reviewed and reorganized as necessary, upon mutual agreement, to meet the objectives of the Town's project goals. 8. Any additional tasking will be authorized by mutual agreement. Such tasking will be performed on a time and materials basis in accordance with the per diem rates or on a fixed price basis as mutually agreed upon in a task order by Cityscape and Town. I i CHYSCape MASTER PLAN PROJECTISOUTHOLD-August 13,2024 COVER SHEET FOR DOCUME TS Sent To: C Sent By: TOWN ATTORNEY, PAUL M. DECHANCE DEPUTY T/A, JACK SQUICCIARINI ASSISTANT T/A, JULIE M. MCGIVNEY ASSISTANT T/A, BENJAMIN JOHNSON CONFIDENTIAL SECRETARY, AMY SCHLACHTER `,4 Type Of Agreement: cAjm� Nature Of Contract/Agreement �rf 0 ao M a S)? r/tv, rna,�A �L2 t/ J-11/1 J LOC I 'T 2 2 2024 ; T3r"m Clerik