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HomeMy WebLinkAboutCustom Computer Specialists RESOLUTION 2013-421 ADOPTED DOC ID: 8833 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2013-421 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MAY 21, 2013: WHEREAS, Custom Computer Specialists, Inc. submitted the lowest responsible cost proposal in response to the Town's request for estimates to upgrade the Town's exchange server; now, therefore, be it RESOLVED that the Town Board of the Town of Southold hereby accepts the Proposal of Custom Computer Specialists, Inc. to upgrade the Town's exchange server at the prices submitted in their proposal dated May 13, 2013, to be a legal charge to the 2013 budget (H.1680.2.600.400); and be it further RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute an Agreement between the Town of Southold and Custom Computer Specialists, Inc. in connection with this u]p~gra~de~. ~~'T'_~- Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William Ruland, Councilman SECONDER: Louisa P. Evans, Justice AYES: Dinizio Jr, Ruland, Doherty, Talbot, Evans, Russell ORIGINAL THIS AGREEMENT made and entered into this/B~day of ~N~ , 2013, by and between Town of Southold (hereinafter referred to as "Town"), a municipal corporation organized and existing under and by virtue of the laws of the State of New York (mailing address: c/o Elizabeth A. Neville, Town Clerk, P.O. Box 1179, Southold, New York 11971-0959), party of the first part, and Custom Computer Specialists Inc. (hereinafter referred to as "Consultant") with an address at 70 Suffolk Court, Hauppauge, New York 11788, party of the second part. WITNESSETH: That the Town and Consultant, for the consideration named, hereby agree as follows: 1. PURPOSE. The Town hereby retains Consultant, on the terms and conditions set forth hereinafter and the "Town of Southold Request for Estimate for Microsoft Exchange Upgrade (hereinafter "Request" and as outlined in Appendix D of the "Response for Request for Estimate for Microsoft Exchange Upgrade" dated May 13, 2013 (hereinafter "Response"), for the purpose of installing and implementing an upgrade to the Town's Microsoft Exchange Server. 2. SPECIFIC SERVICES. Within 90 days after the delivery to Town of the equipment, hazdwaze and/or software required for this project and provided there are no changes in the Assumptions noted in the Response, the Consultant shall complete all of the tasks as specified in the Request and the Response. Both documents aze annexed hereto. This Agreement incorporates only that portion of the Response that pertains to professional services and does not include equipment, hardware and/or software referenced therein. 3. TIME AND ATTENDANCE COOPERATION BY THE TOWN. Consultant shall perform the professional services described herein and attached hereto in as expeditious a manner as is reasonably possible and no later than 90 days after the delivery to Town of the equipment, hardware and/or software required for this project and provided there are no changes in the Assumptions noted in the Request and Response. The Town agrees to cooperate with Consultant, as needed, and to provide Consultant with copies of any records, documents and other information needed for performance of this Agreement on a timely basis. The Town further agrees to provide Consultant with access to appropriate officials and/or employees of the Town, as may be needed in the performance of the Agreement. Moreover, both parties understand and agree that mutual accountability and responsiveness is critical to the successful and timely comp?etion of the Project, and therefore -1- both shall always use their best faith efforts to be accountable and promptly responsive to each other. 4. COMPENSATION. The Town will pay Consultant on a milestone basis. Upon completion of the first milestone, Town will pay Consultant 50%, or $9,900, of the professional services fees per the Response. The first milestone will be deemed complete once the servers aze built, Exchange has been installed and configured and the cutover has taken place. Upon completion of the second milestone, Town will pay Consultant 30%, or $5,940, of the professional services fees per the Response. The second milestone will be deemed complete once all mailboxes have been migrated. Upon receipt of written notice that the services performed by Consultant pursuant to pazagraph 2 and an inspection/review by the Department Head of the Information Technologies Department to certify that the services have been completed to the satisfaction of the Town, the Town shall pay the Consultant the remaining 20% of the professional services fees per the Response, $3,960, plus any expense reimbursement which is covered by Section 5. Consultant shall send the Town a signed voucher for such compensation. Such voucher shall be due and payable within 30 days after receipt of such voucher, but such sum shall not be due and payable by the Town until certification is received from the Head of the Information Technologies Department that the services have been adequately performed, the Town Boazd of the Town has received a voucher and has audited and approved for payment the signed voucher to be submitted by Consultant in connection therewith. The Head of the Information Technologies Department shall certify that each milestone has been completed to the satisfaction of the Town and the Town Boazd shall process any vouchers received from Consultant as expeditiously as possible. In the event that the Town disputes or objects to any portion of any voucher submitted by Consultant pursuant to this pazagraph, the Town shall, within 10 days of the receipt of such voucher, notify Consultant in writing of such dispute or objection. Consultant acknowledges that Consultant is familiar with the requirements of Section 118 of the Town Law which, in effect, prohibits payment of any of Consultant's claims against the Town unless an itemized voucher therefore shall have been presented to the Town Boazd or Town Comptroller and shall have been audited and allowed by the Town Board or Town Comptroller. 5. REIMBURSEMENT FOR EXPENSES. For Consultant services performed, the Town shall reimburse Consultant for Consultant's actual out-of-pocket expenses for the following items, and for no other items: (a) mileage at the Internal Revenue Service mileage rate in effect at the time of the billing ([cents] per mile on the date of this Agreement), (b) postage, (c) photocopying expenses at a cost not to exceed [$.15] per copy, (d) expedited or overnight delivery service chazges, (e) long-distance telephone charges, and (f) any other reasonably necessary expenses directly related and attributable to the fulfillment of this engagement. Consultant's requests for expense reimbursement shall be included in Consultant's vouchers at actual cost, with no markup. Consultant's requests for -2- expense reimbursement shall be subject to the voucher auditing and approval requirements set forth in pazagraph 4 hereof. 6. TERM OF AGREEMENT• TERMINATION. This Agreement shall be for a period of 180 days commencing on the date set forth at the top of page 1 of this Agreement, provided, however, that this Agreement shall tenninate immediately in the event that (a) Consultant dies; (b) Consultant incurs a disability which makes Consultant unable to perform the services which Consultant is required to perform hereunder; (c) Consultant files a Petition in Bankruptcy Court or a Petition is filed against Consultant in Bankruptcy Court, or Consultant is adjudged bankrupt or makes an assignment for the benefit of creditors; or (d) a Receiver or Liquidator is appointed for Consultant and/or Consultant's property and is not dismissed within 20 days after such appointment or the proceedings in connection therewith aze not stayed on appeal within the said 20 days. In the event that Consultant refuses or fails to provide the services required hereunder with due diligence, or fails to make prompt payment to persons supplying labor for Consultant's services hereunder, or refuses or fails to comply with applicable statutes, laws or ordinances, or is guilty of a substantial violation of any provision of this Agreement, the Town shall send Consultant written notice that Consultant has 20 days to cure said default; and if, at the end of said 20-day period, Consultant has not cured said default, the Town may then terminate this Agreement on 7 days' prior written notice to Consultant. All claims, disputes and other matters in question arising out of, or relating to, the provisions of pazagraph 6 of this Agreement shall be decided by arbitration in Suffolk County, New York, in accordance with the rules then prevailing of the American Arbitration Association. The award rendered by the arbitrators shall be final and binding, and judgment may be entered upon it and enforced in any Court of competent jurisdiction. 7. SKILLS OF CONSULTANT; CONFLICTS OF INTEREST. Consultant represents that Consultant has the requisite skills and experience to perform the services hereunder. 8. INDEPENDENT CONSULTANT STATUS OF CONSULTANT. Consultant and the Town agree that in the performance of Consultant's services hereunder, Consultant is an independent consultant and shall not be deemed to be an employee or agent of the Town for any purpose whatsoever. 9. PROHIBITION AGAINST ASSIGNMENT. Consultant is hereby prohibited from assigning, transferring, conveying, subletting or otherwise disposing of this Agreement or his right, title or interest in this Agreement. -3- 10. COMPLIANCE WITH STATUTES. Consultant agrees that Consultant will comply with all statutes, ordinances, local laws, Codes, rules and regulations which aze or may be applicable to Consultant's services, activities and duties set forth in this Agreement. 11. NOTICES. Any and all notices and payments required hereunder shall be addressed as follows, or to such other address as may hereafter be designated in writing by either party hereto: To Town: Elizabeth A. Neville, RMC, CMC Southold Town Clerk PO Box 1179 Southold, NY 11971-0959 To Contractor: Custom Computer Specialists Inc. 70 Suffolk Court Hauppauge, NY 11788 Att: Richazd Kolberg, CFO 12. WAIVER. No waiver of any breach of any condition of the Agreement shall be binding unless in writing and signed by the party waiving said breach. No such waiver shall in any way affect any other term or condition of this Agreement or constitute a cause or excuse for a repetition of such or any other breach unless the waiver shall include the same. 13. APPLICABLE LAW. This Agreement is governed by the laws of the State of New York. 14. COMPLETE AGREEMENT: MODIFICATION. This Agreement constitutes the complete understanding of the parties. No modification of any provisions thereof shall be valid unless in writing and signed by both parties. -4- IN WITNESS WHEREOF, the pazties hereto have duly executed this Agreement the day and yeaz first above written. Town of Sout ld By: Q colt A. Russell, Supervisor Custom Computer Specialists Inc. By: { STATE OF NEW YORK ) ss.: COUNTY OF SUFFOLK) +y On thec~y day of m the year 2013 before me, the undersigned, personally appeared Scott A. Russell, rsonally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity and that by his signature on the instrument, the individual or the person upon whose behalf of which the individual acted, executed the instrument. Notazy Pub STATE OF NEW YORK) MICHELLE L. TOMASZEWSKI NOTARY PUBLIC-STATE OF NEW YORK Ss.: No. 01106156671 COUNTY OF puaunsa m sunak County My Commlulon Fxplrss November 27, 2014 -5- t On the jfZ~day of Jr.~+- in the year 2013 before me, the undersigned, personally appeared c~i.w A 'dc2 r personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity and that by his/her signature on the instrument, the individual or the person upon whose behalf of which the individual acted, executed the instrument. KAREN BERCCiMANN Notsry Public, State of New York ~ 6 l/1Z/l./~~ No.01BEB088101 ~r ~ N Pu91tc Qualified in Suffolk County Y Commieaion ExpNae JuM 23, 20~ -6-