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HomeMy WebLinkAboutCore BTS RESOLUTION 2024-1065 „osGl �y`'m ADOPTED DOC ID: 20922 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2024-1.065 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON DECEMBER 17, 2024: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Albert J. Krupski, Jr. to execute a Professional Services Agreement with Core BTS for the consulting service for the network and e-mail system for a total cost of$2,350.00, in accordance with Quote Number Q-76635, dated November 25, 2024, funded from budget line A.1680.4.400.250, subject to the approval of the Town Attorney. Denis Noncarrow Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER:Greg Doroski, Councilman AYES: Doroski, Mealy, Smith, Krupski Jr, Doherty, Evans Quote Number: Q-76635 Bill To: Ship To: Quote Date: 11/25/2024 Town of Southold Town of Southold Expiration Date: 12/25/2024 53095 Main Rd 53095 Main Rd PO Box 1179 Southold,New York 11971 Southold,New York 11971 United States United States Client: Town of Southold Quoted by:Cynthia Frederick Account Number: 0014117 P 908-566-0923(E sales.operations@corebts.com Payment Terms: Net 45 Primary Contact: Lloyd Reisenberg Account Manager:Matthew Vetro Quote Name: New PSA P(631)982-4798 E matthew.vetro@corebts.com Qty Item Number Description Term(Months) Billing Price Ext Price Frequency 1o.D0 PS-SNY-END-III Enterprise Network Consultant III Prepaid $235.00 $2,350.00 1 NY-CONTRACT- NYS OGS Cisco Umbrella contract#PM20800 Prepaid $0.00 $0.00 PM20800 Subtotal: $2,350.00 First Invoice Amount: $2,350.00 Quote Subtotal: $2,350.00 Estimated Sales Tax: $0.00 Quote Total: $2,350.00 Notes: AJAccepted by: /. n ,/ Printed name: Date: Before signing this quote or issuing a purchase order,please confirm that the company name,bill-to address,and ship-to address are correct.If changes are required,please request a revised quote.To ensure fastest processing,please send purchase order/signed quote to purchase ordersCo)corebts com(please reference quote#Q-76635 if issuing a purchase order) and CC the Core Account Executive listed above.Thank you for your business! By accepting this quote you agree to Core's Standard Terms and Conditions which can be found at https://corebts.com/legal/T&C. This proposal is confidential,and shall not be used or disclosed,in whole or in part,for any purpose other than evaluation within the client organization.This quote shall expire on the "Expiration Date"above. Notwithstanding the foregoing,all product and pricing information is based on the latest information available and is subject to change without notice,including at any time prior to the expiration of the quote.All prices are in U.S.dollars.Prices and tax rates are valid in the U.S.only and are subject to change.Sales tax is based on the"ship to"address on your purchase order.Please indicate your taxability status on your purchase order.Product availability is subject to change and cannot be guaranteed.All shipments are FOB destination.Appropriate freight charges will be added at the time of invoice.Please note that this quote may include items which may be subject to vendor restocking fees if returned,or may not be returnable if not defective(all returns are subject to vendor RMA approval).Core passes through all vendor restocking terms and fees without modification,markup,or additional fees.Some vendors do not allow cancellation of orders once placed;if Core is unable to cancel a vendor order,the customer shall have no right to cancel the order. Cancellation of any licensing or services with a fixed term or indicated as non-cancellable shall Incur a termination fee equal to 100%of the cost of the remainder of the term,payable to Core in full upon the effective termination date.If First Invoice Amount is less than the Quote Total this is due to the fact that some or all items have a billing frequency of more than one instance,please consult the billing frequency listed for each item.First Invoice Amount is estimated and may not include shipping/freight,estimated sales tax,and incidental charges. Page 1 of 1 Professional Services Agreement CORE` BTS Town of Southold Client Legal Name: Town of Southold Client Contact: Lloyd Reisenberg Core BTS Contact: Matthew Vetro Core BTS Phone: 631-982-4798 �,. �E r et . Vr Town of Southold ("Town of Southold") would like to engage the services of Core BTS, Inc. ("Core BTS") on a time and materials ("T&M") basis. This document outlines the approach under which Core BTS will provide professional services to Town of Southold on an as- needed basis. These services will be defined by Town of Southold based on their current need, but may include troubleshooting, repair, maintenance, data administration, or other similar technical needs. . vi tieS Activities will vary based on Town of Southold's current need. Town of Southold will submit a request via phone or email to Core BTS which must include a description of the issue experienced or the type of skill set required. Core BTS will respond by dispatching the appropriate skill set on a best-effort basis based on resource availability to resolve the need. Should the estimated time involved for the request exceed eight (8) hours,'Core BTS will, upon becoming aware of this, gain Town of Southold's approval prior to beginning or continuing work. 'El f fr a Core BTS will provide resources on a best-effort basis to match Town of Southold's need as quickly as possible after receiving the request. However, no guaranteed response or resolution time is defined. This agreement will be limited for efforts requiring a single period not to exceed one (1) calendar week per effort. Any additional time beyond this will be deemed a project and Core BTS may, at its discretion, start the effort but follow on with a proposal for completing the effort with no guarantee of being able to complete the effort in a concurrent basis. The fees in this.document are guaranteed to Town of Southold for a period of 12 months from signing. There is no commitment on the part of Town of Southold to a minimum number of requests up to the approved spending authority amount stated below. Company Confidential v.2021R06 Town of Southold Professional Services Agreement When making a request for a remote support, please include an overview of the issue, urgency, and phone number for return calls. Requests can be made via one of the following methods: Call our Operational Support number at 866-661-7787 • Email requests for support to surport( corebts.corn Authou zed C".,'oirttacts Only authorized contacts are able to contact Core BTS for services to be rendered under this agreement without further consideration. Contact Name Email Mobile Phone 1. Lloyd Reisenberg. Lloyd.Reisen berg @town.south old.ny.us ; (631) 765-1891� 2. Zac Tomaszewski zact@southoldtownny.gov i (631) 765-1891 Table 1:Authorized Contacts TE k Changes to authorized contacts must be submitted by Town of Southold in writing and will be attached to the original contract. i CORE'.,, ..�BT� 11/25/2024 Page 2 Town of Southold Professional Services Agreement aind s ds SUEl1�fIH�kF:.71 Provide experienced consultants for the engagement • Communicate when Core BTS resource(s) will be available for the effort • Return all documentation, hardware, software, and other materials to Town of Southold at completion of the effort Rey,e,n- s bitlVes o t o-vtmn. of truth d Schedule work to provide adequate lead time to secure the proper Core BTS resource(s) • Designate Town of Southold sponsor, who will provide overall direction, guidance, and high-level scope boundaries • Designate primary contact who will manage Town of Southold team members and Core BTS resources 6 Provide Town of Southold team members and other resources that are necessary to complete the effort Y Provide institutional knowledge and expertise for the existing platform and infrastructure • Provide appropriate accounts and access for all resources prior to their start date • Provide full access and permission level to Core BTS resources for all technologies within scope ® Procure and maintain all associated hardware and software as required Submit change controls for all environments, as necessary, in a timely manner • Define and validate business and technical requirements, including license and hardware requirements • Ensure timely response to functional and technical considerations • Provide access to all hardware / software with proper licensing required to complete the above stated tasks • Provide access to workspace as required to complete the above stated tasks Assumptions include, but are not limited to, the following statements for efforts initiated under this agreement: 1. All services will be provided remotely; where on-site visits are mutually agreed upon, any travel expenses will be billed on a pass-through basis. 2. All end-user communication and support will be the responsibility of Town of Southold. 3. Testing functionality with respect to changes will be the responsibility of Town of Southold. 4. All hardware, software, and cloud services required for the completion of the effort will be the financial responsibility of Town of Southold. 5. Any third-party support costs, which include but is not limited to manufacturer supports costs, licensing or other means of support will be the financial responsibility of Town of Southold. 6. 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 COPEOMI � 11/25/2024 Page 3 Town of Southold Professional Services Agreement same related to all areas and technologies being assessed, reviewed, planned, or designed within scope. 7. No ongoing or expectations of ongoing support are included. 8. Informal knowledge transfer will be provided throughout the effort. Informal knowledge transfer is defined as informal activities provided as your administrators, or contractors, are working side-by-side with Core BTS during the effort. No formal training materials will be developed or delivered as part of informal knowledge transfer. Page 4 11/25/2024 Town of Southold Professional Services Agreement ff IrIc i Core BTS fees for service are based on the actual time expended at the established hourly billing rates below: Resource Description Rate Solution Architect. " � � $235 i Senior Consultant $215 Engagement Manager $185 Table 2:Delivery Services Pricing NYSOGS Contract PM20800 Rates are for work performed during normal business hours (Monday - Friday, 8 AM - 5 PM, excluding holidays). Core BTS bills in one hour increments with a minimum of a two hour charge for support requests Labor incurred outside of business hours or beyond 40 hours in a calendar week is subject to billing at 150% of the rate(s) presented above. © Town of Southold will be invoiced on a bi-weekly basis for services rendered in the previous cycle 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. Cf _ .M I 11/25/2024 Page 5 Town of Southold Professional Services Agreement To proceed with the work as defined by this proposal, Please sign below, on behalf of Town of Southold indicating your agreement to the entire document and to all terms as laid out within. Core BTS, Inc. Town of Southold Signature: . i Signature: Print Name:— Print Name: Title: , Title: , Date: Date: Town of Southold Attention: i , PO Number: Address:. City / State / Zip: .:AP Email Address: `11 C®;ZE � B-TS 11/25/2024 Page 6 Town of Southold Professional Services.Agreement 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.Town of Southold 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. COVER SHEET FOR DOCUMENTS d ._ � 2025 SENT TO:ilk -- 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 1 Type of Agreement Nature of Contract/Agreement