HomeMy WebLinkAboutSpring Solutions, Inc - PRELIMINARYRESOLUTION 2009-724
ADOPTED
DOC ID: 5247
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2009-724 WAS
ADOPTED AT THE REGULAR MEETING OF TilE SOUTHOLD TOWN BOARD ON
AUGUST 25, 2009:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute the Custom Network Solutions Basic Agreement
between the Town of Southold and Spring Solutions~ Inc. for the installation of certain in-
building wireless distribution equipment to enhance the cell phone coverage at Town Hall,
subject to the approval of the Town Attorney.
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Thomas H. Wickham, Councilman
SECONDER: Louisa P. Evans, Justice
AYES: Ruland, Orlando, Krupski Jr., Wickham, Evans, Russell
MARTIN D. FINNEGAN
TOWN ATTORNEY
mar tin.finnegan(,Itown.southold.ny.us
JENNIFER ANDALORO
ASSISTANT TOWN ATTORNEY
jennifer.andaloro~town.southold.ny.us
LORI M. HULSE
ASSISTANT TOWN ATTORNEY
lori.hulse(-)town.southold.ny.us
SCOTT A. RUSSELL
Supervisor
Town Hall Annex, 54375 Route 25
P.O. Box 1179
Southold, New York 11971-0959
Telephone (631) 765-1939
Facsimile (631) 765-6639
OFFICE OF THE TOWN ATTORNEY
TOWN OF SOUTHOLD
To:
From:
Date:
Subject:
M E M 0 R A N D U M $.~v~,:,~ T:~-, ~ ..sf~,
Mr. Lloyd Reisenberg, Network Systems Administrator
Lynne Krauza
Secretary to the Town Attorney
August 27, 2009
Agreement w/Sprint Solutions, Inc.
Enhancement of Cell Phone Coverage at Town Hall
As we discussed, please be advised that Lori has reviewed and approved the
attached Agreement in connection with the referenced matter. In this regard, I am
enclosing two counterparts of the Agreement. A copy of the resolution authorizing Scott
to sign this Agreement is also enclosed.
It is my understanding that you will obtain all signatures required from both
parties. Please make sure that the date of signature is also inserted on both copies. We
would appreciate your returning to us a fully executed, original Agreement for our
records.
Thank you for your attention. If you have any questions, please feel free to call
me.
/Ik
Enclosures
cc: Ms. Elizabeth A. Neville, Town Clerk (w/encls.) ~
CUSTOM NETWORK SOLUTIONS BASIC AGREEMENT
(Government Customer Version)
This Custom Network Solutions Basic Agreement ("Agreement") is made belween Sprint Solutions, Inc., as contracting agent on behalf
of the applicable Sprint affiliated entities providing wireless telecommunications equipment and services ("Sprint") and Town of
Southold ("Cuslomer").
BACKGROUND
A. Customer owns, leases, subleases, licenses or uses real property including all or a portion of the building(s) ~ocated at the
following address: 53095 Main Rd Southold, NY 11971 (the "Premises").
B. Customer is a state or local government entity or agency. Sprint defines "government entities and agencies" as those entities that
receive their primary funding support through the allocation of appropriated public funds and are entitled to exercise sovereign
rights and privileges.
C. Sprint, through its affiliates, operates the Sprint (CDMA) National Network and the Nexte[ (iDEN) National Network to provide
wireless telecommunications services in certain geographic areas of the United States (the "Services").
D. Customer is a party to, or is otherwise authorized to purchase Sprint Services and access devices (taken together, "Active Units")
under one or more Sprint wireless agreements (collectively, the "Service Agreement").
E. Customer desires that Sprint install, operate and maintain certain in-building wireless distribution equipment to enhance the
coverage of Services at the Premises (the "Equipment").
Project Name: Town of Southold 53095 (NY)
Project ID: EMBNY01544
Account Number: 755861817 1 882031812 / 918395125
AGREEMENT
1. TERM. The initial term of this Agreement will begin on lhe date the Agreement is signed by both parties (the "Eftective Date") and
continue for 2 years subject to annual renewals based on the availability of funds. ("initial Term"), Thereafter, this Agreement will
automatically renew for successive renewal terms of 12 months (each a "Renewal Term") unless either party provides written
notice to the ether no less than 120 days before the expiration of the then-current Term of its intent not to enter into a Renewal
Term. The Initial Term and all Renewal Terms make up the "Term."
2. RESPONSIBILITIES OF CUSTOMER.
2.1 Commitment and Shortfall. Beginning 3 months after installation of the Equipment and continuing for the remainder of
the Term, Customer will maintain a minimum of 30 Active Units ("Purchase Commitment"), of which 0 Active Units will be
purchased after the Effective Date. For each month Customer fails to satisfy the Purchase Commitment, Customer will pay
Sprint a monthly shortfall fee equal to the number of Active Units subject to the Purchase Commitment less the number of
Active Units, multiplied by $42.00 (the "Monthly Shortfall Fee").
2.2 Capital Recovery. If this Agreement is lerminated before the end of the Term for Customer's convenience under Section
10.2.A, for signal interference under Section 8.2 and 10.1.B, or for Customer's default under Section 10.1.E, Customer will
pay a fee equal to (A) the number of Active Units in the Purchase Commitment; (B) multiplied by $42.00, (C) multiplied by the
number of months otherwise remaining in the then-current Term after the date of termination (the "Capital Recovery Fee").
2.3 Engineering and Connection. Customer will pay Sprint an engineering and connection fee of $0.00 within 30 days
forlowing the Effective Date.
3. LICENSE AND USE. Customer grants Sprint a license to install, operate, maintain and remove the Equipment at the Premises.
Sprint may replace, modify and upgrade the Equipment as appropriate. Sprint will use the Premises in a manner that will not
unreasonably disturb Customer's occupancy. Customer will provide Sprint with escorted access to the Premises during Customer's
normal business hours and at other times as agreed by the parties. Customer will provide Sprint with a contact teJephone number
to call 24 hours a day, 7 days a week to arrange for emergency access to the Premises. Sprint will retain exclusive ownership of
the Equipment at all times. Sprint will have no obligation to install, operate or maintain the Equipment at any Customer facilities
other than the Premises.
4. CUSTOMER REPRESENTATIONS. Customer has the right to enter into this Agreement and the authority to grant Sprint the
access and license to use the Premises. Customer has obtained or will obtain all necessary permission, consent and approvals
required for installation, operation and maintenance of the Equipment. Customer represents that the Premises and all
improvements are in substantial compriance with building, life/safety, disability and other laws, codes and regulations of applicable
governmental authorities applicable to Customer's and Spdnt's use of the Premises.
5. RIGHT TO REMOVE EQUIPMENT.
5.1 Within 60 days following the expiration or termination of this Agreement, unless otherwise agreed to in writing by the parties,
or as otherwise required by applicable law or regulation, Sprint may enter the Premises without recourse to legal
proceedings, and remove and take possession of the Equipment. Sprint may, at its option, remove any cabling that is
connected to or a part of the Equipment. Upon removal of the Equipment, Sprint will restore the Premises to substantially its
original condition at the beginning of this Agreement, except for ordinary wear and tear.
Template #305982vl SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Template Rev. Sept-07
5.2 Customer will give Sprint at least 90 days advance written notice of Customer's intent to vacate the Premises and Sprint
will have the right to remove the Equipment at any time following receipt of Customer's notice.
6. ASSIGNMENT. Each party may assign this Agreement to its subsidiaries, affiliates, successor legal entities, or to any entity
acquiring all or substantially all of its assets. This Agreement may not otherwise be assigned by either party without the other
party's prior written consent, which consent may not be unreasonably conditioned, withheld or delayed.
7, UTILITIES, Customer, at its expense, will provide Sprint with electrical service for immediate hook-up as required for installation
and operation of the Equipment. Customer agrees that Sprint's obligation to install, operate and maiataln the Equipment is
contingent on access to appropriate utilities, including electrical service and a T-1 telecommunications line, at the Premises during
the Term. Sprint will be responsible for the monthly recurring cost of telecommunications service provided via any T-1
telecommunications lines required lor the Equipment.
8. INTERFERENCE.
8.1 Sprint will use commercially reasonable efforts to prevent and resolve interlerence with Customer's equipment and
systems in operation at the Premises as of the Effective Date to the extent the inter[erence is caused by the Equipment.
Sprint may discontinue operation of the Equipment until the interference is corrected or eliminated.
8,2 After installation of the Equipment, if other equipment is installed with Customer's knowledge and consent that causes
interference with the Service or the Equipment or operations, the parties will negotiate in good faith to develop and
implement commercially reasonable means to mitigate and eliminate the intederence. If the parties are unable to agree on
and implement a commercially reasonable solution, Sprint may terminate this Agreement and Customer will be liable for
the Capital Recovery Fee. Sprint is not liable for Service interruptions due to interference created by Customer's or any
third party's equipment. Customer will continue to be liable for Service charges during the period of intederence-based
Service interruptions.
9. INSURANCE, During the Term, Sprint will obtain and maintain General Liability Insurance (Broad Form Liability Endorsement) on
an occurrence basis with a minimum combined single limit for Personal Injury, Property Loss and Damage, Contractual and
Independent Contractor of not less than $1,000,000.00 per occurrence. The policies for the General Liability insurance coverage
will be primary and noncontributory to any similar insurance and/or self-insurance that Sprint maintains and will name Customer as
an additional insured. All insurance policies shall be issued by companies licensed or authorized to transact business in the state
where the Premises is located and who hold a current rating of not less than A-, VII according to A.M. Best. Sprint will provide
Customer with certificates of insurance or such other documentary evidence of insurance coverage, such as an Internet accessible
Memorandum of Insurance. Customer will receive not less than 30 days prior written notice of any intended policy cancellation.
10. TERMINATION.
10.1 Sprint may terminate this Agreement as follows:
A. before or during installation of the Equipment with at least 10 days written notice, if Sprint encounters unanticipated
conditions that were not apparent during Sprint's site survey(s) of the Premises which have an adverse and rrlaterial
impact on Sprint's cost or ability te install, operate and maintain the Equipment;
B. by sending written not[ce to Customer if the Equipment causes signal interference in accordance with Section 8 that
cannot be cured through tho use of commemially reasonable efforts;
C. if Sprint is unable to access and use the Equipment or the Premises due to an action of the FCC or, if after commemial~y
reasonable efforts, Sprint cannot obtain or maintain any license, permit or other approval required for Sprint's installation,
operation and maintenance of the Equipment;
D. fer its convenience wilh 60 days advance written notice to Customer; or
E. if Customer materially defaults in the pertormance of any duties or obligations under this Agreement and such default is
not cured w~thin 30 days after Customer's receipt of Sprint's written notice specifying such default.
10.2 Customer may terminate this Agreement as follows:
A. for its convenience with at least 60 days advance written notice to Sprint;
if Sprint materially defaults in the performance of any of its duties or obligations under this Agreement, and such default is
not substantially cured within 30 days after Sprint's receipt of written notice specifying such default; or
C. if Customer cannot fulfill the Purchase Commitment due solely to a lack or Joss of sufficient annual appropriations for
Active Units under the Service Agreement.
11. MAINTENANCE. Sprint will repair and maintain the Equipment and any other improvements installed by Sprint at the Premises in
a good operating and reasonably safe condition; provided, however, if any repair or maintenance is required due to the negligent or
intentional acts or omissions of Customer, its agents or employees or contractors, Customer will promptly reimburse Sprint for the
reasonable costs incurred by Sprint to restore the damaged Equipment to operational condition. Customer will maintain and repair
all other portions of the Premises in proper operating and safe condiliem
12. LIMITATIONS AND CONDITION OF LIABILITY.
12.1 Sprint does not assume and wiJl have no liability under this Agreement for failure to install the Equipment within a
specified time period or for unavailability or non-operation ef the Equipment.
Template #305982vt SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Template Rev. Sept 07
12.2 SPRINT'S SOLE LIABILITY FOR SERVICE DISRUPTION RESULTING FROM THE UNAVAILABILITY OR NON-
OPERATION OF THE EQUIPMENT, REGARDLESS OF CAUSE , IS LIMITED TO THE APPLICABLE REMEDIES AND
SUBJECT TO LIMITATIONS PROVIDED UNDER THE SERVICE AGREEMENT.
12.3 IN NO EVENT IS EITHER PARTY LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR
OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO ECONOMIC LOSS, COST OF COVER, LOSS OF
USE OF EQUIPMENT OR FACILITIES, OR COST OF REPROGUREMENT.
12.4 NOTWITHSTANDING ANYTHING CONTRARY IN THIS AGREEMENT, SPRINT'S CUMULATIVE LIABILITY FOR ANY
CLAIMS OR LIABILITIES ARISING FROM, OR CAUSED BY, ANY CASUALTY OR HAZARD SUBJECT TO SPRINT'S
REQUIRED INSURANCE POLICIES WILL NOT EXCEED THE MINIMUM COVERAGES STATED IN THIS
AGREEMENT. SPRINT'S CUMULATIVE MONETARY LIABILITY FOR ALL OTHER CLAIMS ARISING UNDER OR
RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $50,000.00.
13. INDEMNITY.
13.1 Sprint will indemnify and defend Customer, its directors, officers, employees, agents and their successors against all third
party claims for damages, losses, liabilities or expenses, including reasonable attorney's fees, arising directly from the
performance of this Agreement and relating to personal injury, death, or damage lo mai or tangible personal property that is
alleged to have resulted, in whole or in part, from the negligence or willful misconduct of Sprint or its subcontractors,
directors, officers, employees or authorized agents, but excluding Claims arising from or relating 1o Service disruption.
13,2 To be indemnilied. Customer must give Sprint timely writlen notice of the claim, give Sprint full and complete authority and
ass stance for the claim s de ense and set ement, and not materially prejudice SprJnt's ability to defend or settle the claim.
Sprint will retain the right, at its option, to settle or defend the claim, at its own expense and with its own counsel.
Customer will have the right, at its option, 1o participate in the settlement or defense of the claim, with its own counsel and
at its own expense, but Sprint will retain sole control of the claim's seltlement or defense.
14. NOTICES. All notices must be in writing and deposited in the U.S. mail, certified and postage prepaid, or sent via overnight
delivery. Notices to Sprint will be sent to: Sprint, VP -- Custom Network Solutions, 2003 Edmund Halley Drive, Reston, VA
20191, with copies to: Sprint, Legal Dept. -- Public Sector, 2001 Edmund Halley Drive, VA 20191. Notices to Customer will be
sent to the Customer representative below. Notice addresses may be changed by giving notice as provided in this Section.
15. MISCELLANEOUS. This Agreement is governed by the laws of the state in which the Premises are located, without regard to its
choice of law principles. This Agreement, including any Exhibits, constitutes the entire agreement between the Parties with respect
to the Equipment and supersedes all prior written and verbal agreements, representations, promises or understandings between
the Parties regarding the Equipment. Any amendments to this Agreement mast be in wriling and executed by both Parties. If any
provision of this Agreement is invalid or unenforceable with respect to any Party, the remainder of this Agreement or the applicalion
of that provision to persons other than those as to whom it is held invalid or unenforceable, will not be affected and each provision
of this Agreement will be valid and enforceable to the fullest extent permitted by law. No waiver by either Party of any breach of any
provision of this Agreement will constitute a waiver of any other breach of the same or any other provision of this Agreement.
16. OFFER EXPIRATION. To become effective, this Agreement must be: (a) signed by an authorized Customer representative; (b)
delivered to Sprint on or before 09/06/09; and (c) signed by a Sprint officer or aulhorized designee.
Each Party has caused this Agreement to be executed by its authorized representative.
SPRINT SOLUTIONS, INC. Town of Southold
Signature Signature
Scott A. Russell
Name Name
Supervisor
Title Title
Date
Date
P.O. BOX 1179, Southold, NY 11971-0959
Address for Notices: 53095 Main Rd Southold, NY
11971~ O ?j-'"?
Templale #305982vl SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Template Rev. Sept-07
TABLE 1: SCOPE DEFINITION
PROJECT iD: EMBNY01544
CUSTOMER NAME Town of Southold
LOCATION ADDRESS OF CUSTOMER 53095 Main Rd
FACILITY/PROPERTY: Southold, NY 11971
PROJECTED SOLUTION TYPE: iDEN BDA DAS & CDMA Repeater DAS
NUMBER OF CUSTOMER BUILDINGS IN SCOPE: 1
BUILDING FLOOR TOTAL SQ FT --
1 st 10,000 SQ/FT
TOTAL SCOPE COVERAGE AREA [SQ/FT]: 10,000 SQ/FT
TOTAL SCOPE COVERAGE AREA REQUIRING 10,000 SQ/FT
SPRINT COVERAGE ENHANCEMENT [SQ/FT]:
SCOPE DESCRIPTION AND OTHER PERTINENT This facility requires fu~l Nexlel iDEN and Sprint CMDA
SCOPE DETAILS:
LIMITATION TO COVERAGE SCOPE: N/A
LOCATIONS TO BE EXCLUDED:
General construction make up of the facility: 1. Interior Walls: Drywall
1. Interior walls. 2. Exterior Walls: Wood
2. Exterior walls and windows. 3. Roof: Shingles
3. Roof. (i.e. metal lined, greater than 6" thick), 4. Ceiling Type: Hard
windows (i.e. reflective glass), etc.
4. Ceiling type. (dropped or hard)
Customer point of contact providing informa on above. Lloyd Reisenberg / 631-765-1891 /Lloyd. Reisenberg@ own southold.ny.us
Customer point of contact during installat on Same As Above
TABLE 2: TECHNICAL DATA
ANTICIPATED iDEN COVERAGE THRESHOLD: -85 dBm
-85 dBm STANDARDJ
ANTICIPATED CDMA COVERAGE THRESHOLD:
-85 dBm STANDARD]
DESCRIPTIQN OF SIZE AND LOCATION OF
ANTICIPATED SPACE FOR RF SOURCE:
ANTICIPATED POWER REQUIREMENTS FOR
-85 dBm
BDA/REPEATER: A minimum 4'x4' wall space on backboard is required.
BDA/Repeater: 20Amp / 120VAC standard wall outlet is required
HEAD END LOCATION / RF SOURCE:
ADDITIONAL PROJECT REQUIREMENTS/DETAILS: N/A
iDEN USER CAPACITY:
CDMA USER CAPACITY:
TOTAL ANTICIPATED iDEN USER CAPACITY:
TOTAL ANTICIPATED CDMA USER CAPACITY:
Up to 150
Up to 300
SCOPE;
1. Project scope is limited by information and data contained in this document.
All assumptions derived from Customer provided information.
3, Any change in the scope requirements or technical assumplions renders project scope and solution proposal invalid,
SYSTEM REQUIREMENTS:
4. Sprint will provide a Dual Network iDEN/CDMA solution for the areas identified in Table 1.
5. Coverage enhancement design ensures coverage to 90% of scope area.
6. Received signal strength (RSSI) design objective for iDEN is -85dBm, or down to -95dBm with signal quality estimate (SQE)
above 25.
7. Received signal strength (RSSI) design objective for CDMA is -85dBm to -95dBm with Rx signal 5dB greater lhan strongest
interterer.
8. Solution design allows for support of up to 150 iDEN and up to 300 CDMA users.
9. Sufficient signal strength is available from existing donor sites to drive the internal system.
10. There are no EMI design requirements.
11. There are no console or custom dispatch/special talk group requirements.
INTERFERENCE:
12. Customer believes there are no existing systems in place that may interfere with the Sprint 800/900/1900 MHz frequencies.
FACILITY:
13. Special City, County, State or Federar permitting or approval processes are nol anticipated to be required. If special permitting
processes are required, there may be deployment timeline impacts to the project.
Template #305982vl SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Template Rev. Sept-07
14. There are no special Customer permitting or approval processes required.
t5. Customer believes there are no RF shielded areas in the facility.
16. Customer believes that building structure is by normal construction standards: no lead or metal lined walls, walls not thicker
than six inches.
17. If necessary, special environmental studies and remedlation (asbestos removal, lead based paint, etc.) to be provided by
Customer with no cost to Sprint.
LABOR & fNSTALLATION:
18. Union labor is not required. If union labor is required, deal terms may be altered.
19. Customer project manager or project management company labor costs are the responsibility of the Customer.
20. All Customer-required labor force costs (internal or 3'd party) will be paid by the Customer.
21. Sprint can utilize its own preferred contractors for installation work.
22. Work can be completed during normal construction business hours (7:00 a.m. to 6:00 p.m., Monday-Friday). Customer will
allow after-hours work to maintain schedule when necessary.
23. There are no special approvals required for Sprint contractors to perform installation work.
24. There are no restricted access areas or areas that require training, drug screening or background checks for access.
SPACE:
25, Anticipated BDA/Repeater location restricts access to authorized personnel only.
26. Customer will provide a minimum 4' X 4' of wall space for BDNRepeater as stated in Table 2.
27. Customer will provide a minimum 2' X 4' of wall space for DAS fiber equipment,
28. Environmentally controlled space is available for Sprint RF source equipment.
29. Customer will provide space as needed in telecom closet locations for distributed antenna system (DAS) equipment.
POWER:
30. Customer will provide adequate power for RF Source equipment as referenced in Table 2.
31. Customer will provide 20A / 120V AC power in telecom closet locations as necessary for DAS equipment.
32. Power is readily available at all equipment locations at no installation or operational cost to Sprint.
33. Backup power or UPS for all DAS equipment is not included in this scope of work.
CABLING & ANTENNAS:
Customer believes the following requirements are valid:
34. All antennas and supporting equipment can be placed as needed to meet coverage objectives.
35. Outdoor donor antenna locations are permitted with no special installation or approval requirements.
36. Cable routing is available between BDA/Repeater location and rooftop donor antenna.
37. Cable pathways (horizontal & vertical) exist and are available for use.
38. No special antenna stealthing techniques are required and all antennas can be visible.
39. Cable and antenna installation does not require infectious disease tenting.
40. Customer will approve coaxial, fiber optic, or CAT-5 cable routing design along the most direct cable paths.
41. Design may utilize any combination of coaxial, fiber optic or CAT-5 cable.
42. Conduit is not required for any cable installations.
43. Core drilling is not required for any cable installations.
44. Customer will provide roof penetration if necessary for donor antennas.
Template #305982vl SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Template Rev. Sept-07