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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 J ire-N�4 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. -1- ,t , f 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. -2- (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. -3- .1 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. -4- , 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 -5- 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 -6- 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 -7-