HomeMy WebLinkAboutLong Island Telecommunications & Electronic Services �QgpFFO(,t`oGs3 RESOLUTION 2016-1103
ADOPTED DOC ID: 12582
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.2016-1103 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
DECEMBER 6,2016:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute an Agreement with Long Island Telecommunications &
Electronic Services, Inc. to provide consulting services with regard to the police department
communication system upgrade, subject to the approval of the Town Attorney.
Elizabeth A.Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Robert Ghosio, Councilman
SECONDER:Louisa P. Evans, Justice
AYES: Dinizio Jr,Ruland, Doherty, Ghosio, Evans, Russell
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THIS AGREEMENT made and entered into thisG(6 ay of`®e 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 Professional Consulting Services overseeing the police department communications
systems upgrade between the Town of Southold and the vendor as selected.
2. SPECIFIC SERVICES.
Phase One:
Consultant will work with the police communications committee and the selected vendor in
planning,budgeting and commissioning the updated and enhanced communications system as
recommended in the VHF System A Evaluation Report dated September 7, 2016. Consultant
will be the liaison between the Town of Southold and the communications vendor.
Consultant will evaluate the proposal from the vendor including work to be performed,pricing
and implementation schedules.
Phase Two:
Upon acceptance of the information provided by the vendor, the consultant will advise the
communications committee how to proceed or modify the proposal of work.
Phase Three:
Consultant will begin the schedule of enhancements and site locations that are to proceed.
Consultant will work with the vendor to expedite the work including scheduling tower work and
equipment implementation with the goal of moving the project as quickly as possible for the
betterment of the communications systems. Consultant will notify the Chief of Police by e-mail
of progress and any issues of concern.
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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. Tower rigging and work that can be performed while
equipment is on order will be done as quickly as possible. Work is to begin within 60 days of
this agreement being signed.
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,
the Town shall pay Consultant a rate as described below 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.
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(b) Consultant will charge a flat billing for each site that is completed and properly
operating based on sign off of performance. The following sites and billing are as follows:
Village of Greenport Communications Site: $2500.00
Orient Fire District Communications Site: $2500.00
Shelter Island Communications Site: $2500.00
Southold Town Hall or local building: $2500.00
Peconic(headquarters) $2500.00
Cutchogue Fire District Communications Site: $2500.00
Mattituck Fire District Communications Site: $2500.00
Jamesport National Grid Communications Site: $2500.00
Meetings as necessary Flat Billing Pre-Post): $2500.00
For the services to be performed by Consultant pursuant to paragraph 2 hereof,
the Town shall pay Consultant as scheduled above. Consultant agrees that total value of this
agreement will not exceed$22,500.00.
5. TERM OF AGREEMENT; TERMINATION.
This agreement shall be for a period of three hundred sixty five(365) 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
property 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. If it is determined that
the project will go beyond three hundred and sixty five days (365) the consultant shall notify the
Chief of Police of the additional time required and the reason for the extension. Acceptable
reasons are manufacturer equipment delays, tower rigging scheduling,weather and delays due
to natural wildlife, such as Osprey and Osprey nest located on communications towers which
are protected endangered species.
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.
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6. SKILLS OF CONSULTANT; CONFLICTS OF INTEREST.
Consultant represents that Consultant has the requisite skills and experience to perform the
services hereunder. It is to be clearly understood and accepted that the consultant for the Town
of Southold is also the communications vendor for the Mattituck Fire District. Consultant
acknowledges that there is no conflict of interest in serving both entities, that being the Town of
Southold and the Mattituck Fire District. It is also to be noted that consultant performs
communications services for the Orient Fire District and the Cutchogue Fire District. The work
to be performed for Orient Fire District and Cutchogue Fire District by the vendor will not
directly involve the consultant.
7. 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. 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 general liability, 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 subject 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.
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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
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
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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
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 be signed by Scott A. Russell,its Supervisor, 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: _ 44�
Scott A. Russell, Supervisor
Long Island Tele ations &
Electronic S" ices n
By:
Dennis G. Kenter, President
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STATE OF NEW YORK)
) ss..
COUNTY OF SUFFOLK)
On the(I day of Oetobcrin 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.
K: ,Kau j'4 Ch1 , 7�
Notary Public
LAUREN M.STANDISH
NoIary Public,State of New Yodt
No.01ST6164008
Qualified in Suffolk County
Commission Expires April 8.2019
STATE OF NEW YORK)
) ss..
COUNTY OF SUFFOLK)
,p
On the;Xday of OZeer 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 satisfacto evidence to be the individual
whose name is subscribed to the within instrument and acknow d ed to me that he/she executed
the same in his/her capacity and that by his/her signature on it e ' strument, the individual or the
person upon whose behalf of which the individual acted, exe to the instrum t
Notary Public
YARD N ARCHER
Notary Public, State of New York
Registration#01AR6335397
Qualified in Suffolk County
Commission Expires Jan 11,2020
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