HomeMy WebLinkAboutLong Island Telecommunications & Electronic Services Inc THIS AGREEMENT made and entered into this�day of August, 2016, 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 Long Island Telecommunications &Electronic Services, Inc. (hereinafter referred to as
"Consultant") with an address at P.O. Box 1585, Riverhead,NY 11901,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, for the
purpose of technical level testing of the current systems and analysis of the communication
systems of the Southold Town Police Department.
2. SPECIFIC SERVICES.
Consultant will conduct a system performance test and evaluation at each site. Consultant will
confirtn areas of poor or no communications the Department is experiencing
Consultant will prepare a full report and recommendations for the department to consider
detailing the current communication equipment, issues with said equipment, identifying areas of
poor to no communications, and recommending the necessary changes and enhancements to the
current communication equipment and systems.
3. TIME AND ATTENDANCE; COOPERATION BY THE TOWN.
Consultant shall perform the services described herein and attached hereto in as expeditious a
manner as is reasonably possible for the contemplated work no later than 60 days from the date
hereof. In the event of delays the Town shall be promptly notified by Consultant.
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 completion of the project, and therefore both shall always use their best
faith efforts to be accountable and promptly responsive to each other.
4. COMPENSATION.
In payment for the services to be performed hereunder by Consultant,the Town shall make
payments to Consultant as follows:
(a) For the services to be performed by Consultant pursuant to paragraph 2 hereof,
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the Town shall pay Consultant a rate of One Hundred and Twenty Five Dollars ($125) per hour
as vouchered by the Consultant. Such voucher shall be due and payable within 45 days after
receipt of such voucher, but such sum shall not be due and payable by the Town until the Town
Board of the Town has received such a voucher and has audited and approved for payment the
voucher to be submitted by Consultant in connection therewith.
The Town Board shall process any voucher 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 paragraph, the Town shall, within 30 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,prohibit payment of any of Consultant's claims against the Town unless an
itemized voucher therefore shall have been presented to the Town Board or Town Comptroller
and shall have been audited and allowed by the Town Board or Town Comptroller.
Billing for this project shall not exceed a m�imum of Twelve Thousand Five Hundred Dollars
($12,500) for this project in total. In the event that the billing from Contractor exceeds the
maximum consulting cost of Twelve Thousand Five Hundred Dollars ($12,500)the Town shall
not be obligated to pay the overage and Consultant shall be required to complete the contract as
contemplated herein.
5. TERM OF AGREEMENT; TERMINATION.
This agreement shall be for a period of sixty(60) days commencing on the date of this
Agreement,provided,however,that this agreement shall terminate 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 properiy and is not
dismissed within 20 days after such appointment or the proceedings in connection therewith are
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.
Except as prohibited by law,the Town and Consultant hereby waive trial by jury in any
litigation arising out of, or connected with, or relating to this Agreement.
6. SKILLS OF CONSULTANT; CONFLICTS OF INTEREST.
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Consultant represents that Consultant has the requisite skills and experience to perform the
services hereunder.
7. 1NDEPENDENT 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. As an independent Consultant, it will be responsible for
all damage, loss or injury to persons or property that may arise in or be incurred during the
conduct and progress of said work, whether or not the Consultant, its agents, or employees have
been negligent. The Consultant shall assume all blame, loss and responsibility of any nature by
reason of neglect or violation of any federal, state, county or local laws, regulations or
ordinances.
8. CONSULTANT'S INSURANCE -
The Consultant shall not commence work under this Contract until it has obtained all insurance
required under this paragraph and such insurance has been approved by the Town.
(a) Compensation Insurance: The Consultant shall take out and maintain during the life of this
Contract Workers' Compensation Insurance for its employees to be assigned to the work
hereunder.
(b) Liability Insurance: The Consultant shall take out and maintain during the life of this
Contract such generalliability,property damage, and commercial auto liability insurance as shall
protect it from claims for damages for personal injury, including accidental death, as well as
from claims for property damage which may arise from operations under this Contract. The
amounts of such insurance shall be as follows:
1. General liability insurance in an amount not less than$1,000,000 for injuries, including
wrongful death to any one person and subj ect to the same limit for each person, in an
amount not less than$2,000,000 on account of any one occurrence.
2. Property damage insurance in an amount not less than$300,000 for damage on account
of all occurrences.
The Consultant shall furnish the above insurances to the Town and shall also name the Town as
an additional named insured in said policies.
(c) Any accident shall be reported to the office of the Town Clerk as soon as possible and not
later than twenty-four(24) hours from the time of such accident. A detailed written report must
be submitted to the Town as soon thereafter as possible, and not later than three(3) days after the
date of such accident.
9. INDEMNITY AND SAVE HARMLESS AGREEMENT
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The Consultant agrees to indemnify and save the Town, its officers, agents and employees
harmless from any liability imposed upon the Town, its officers, agents and/or employees arising
from the negligence, active or passive, of the Contractor and from and against any damages,
claims, or expenses, including reasonable attorney's fees, arising out of Contractor's breach of
the Agreement or from Contractor's acts or omissions outside the scope of the Agreement or
arising out of claims or actions by third parties against Contractor by virtue of his performance of
this Agreement.
10. 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.
11. COMPLIANCE WITH STATUTES.
Consultant agrees that Consultant will comply with all statutes, ordinances, local laws, codes,
rules and regulations which are or may be applicable to Consultant's services, activities and
duties set forth in this agreement.
12. 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
Town Clerk
Town of Southold
PO Box 1179
Southold,NY 11971-0959
To Consultant: Dennis G. Kenter, President
Long Island Telecommunications & Electronic Services Inc.
PO Box 1585
Riverhead,NY 11901
13. 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.
14. APPLICABLE LAW.
This Agreement and the rights and obligations of parties hereunder shall be construed in
accordance with and be governed by the laws of the State of New York without regard to
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conflicts of laws and principles. Consultant hereby submits to the jurisdiction of the Courts of
the State of New York for all disputes relating to this Agreement and agrees that venue for all
disputes shall be in Suffolk County.
15. 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.
IN WITNESS WHEREOF,the Town of Southold has caused its corporate seal to be affixed
hereto and these presents to Ue signed by Scott A. Russell, its Supervisur, duly authorized to do
so, and to be attested to by Elizabeth A. Neville, Town Clerk, and the Consultant has caused its
corporate seal to be affixed hereto and these presents to be signed by its President, the day and
year first above written.
Town of Southold
By: (�..
Scott . Russell, Supervisor
Long Island Telecommunications &
Electro 'c Se 'c c.
By:
Denms . Kenter, President
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STATE OF NEW YORK)
) ss..
COUNTY OF SUFFOLK)
�-
On the j� day of August in the year 2016 before me, the undersigned, personally appeared Scott
A. Russell, 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 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.
��A�.e.� `1'Y14����.�h
Notary Public
LAUREN M.STANbISH
Nutary Public,State of New YOrit
No.01ST6164008
�ualified in Suffolk County
Commission Expires April 8�2015
STATE OF NEW YORK)
) ss..
COUNTY OF SUFFOLK)
On the � day of August in the year 2016 before me, the undersigned, personally appeared
Dennis G. Kenter, President of Long Island Telecommunications & Electronic Services Inc.,
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.
ALYSSA LALTREN SEYMOUR ��Ma ���
NOTARY PUBLIC,STATE OF NEW YORK otary P 1C
Registration No.O1SEb316354
Qualified in 5uffolk County p�
Cammission Expires Dec.15,20,O
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A� � CERTIFICATE OF LIA�ILITY IN�URANCE R o 8/10/2016�
THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT:If the certi£cate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this
certificate does not confer rights to the certificate holder in lieu of such endorsement s.
PRODUCER CONTACT
NAME
THE HAYS GROUP INC/PHS PHONE �g66) 467-8730 ia,No� (888) 443-6112
(AlC,No,Ext)
620333 P: (866) 467-8730 F: (888) 443-6112 ADDRIESS
PO BOX 29611 INSURER(S)AFFORDINGCOVERAGE NAIC#
CHARLOTTE NC 28229 INSURERA Sentinel Ins Co LTD 11000
INSURED
INSURER B
LONG ISLAND TELECOMMUNICATIONS AND INSURERC
ELECTRONIC SERVICES, INC. INSURERD
P� B�yi 15 8 5 INSURER E
RIVERHEAD NY 11901 INSURERF
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE
TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
7NSR TYPEOF7NSURdNCE ADDL SUBR pOL7CYNUMBER POLICYEFF POLICYEXP L/M/TS
r R (MM/DD n
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1� O O O� O O O
CLAIMS-MADE �OCCUR DAMAGE TO RENTED s1 O O O
PREMISES(Ea occurrence) / � ��0
A X General Liab X 42 SBM PA3905 03/O1/2016 03/O1/2017 MEDEXP(Myoneperson) s10, 000
PERSONAL&ADV INJURY $Z� O O O� O O O
GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2� O O O� O O O
POLICY�ECT�LOC PRODUCTS-COMPlOP AGG $2� O O O� O O O
OTHER
S
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident) S�-i �0�i ���
ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED 42 SBM PA3905 03/O1/2016 03/O1/2017 BODILYINJURY Peracadent
A AUTOS ONLY AUTOS X � � S
X HIRED X NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY (Per acadent) $
S
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EICCESS LIAB CLAIMS-MADE AGGREGATE $
DED RETENTION$ $,
WORXERSCOTIPENSATJON PER OTH-
.INDEA/PLOYF.RS'LlAB7L1TY STATUTE ER
ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E L EACH ACCIDENT $
OFFICERIMEMBER EXCLUDED�
(Mandatory in NH) ❑ N/A E L DISEASE-EA EMPLOYEE $
If yes,describe under $
DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT
DESCRIPTION OF OPERATIONS/LOCAT/ONS/VEH/CLES(ACORD 101,Addrtional Remarks Schedule,may be attached if more space is required)
Those usual to the Insured's Operations. Certificate Holder is an Additional
Insured per the Business Liability Coverage form SS0008 attached to the
policy.
CERTIFICATE HOLDER CANCELLATIOPI
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE
DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
T own O f S o u tho l d AUTHORIZED REPRESENTAT/VE
PO BOX 117 9 "��� "'�'Q��,��
SOUTHOLD, NY 11971 �
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