HomeMy WebLinkAbout2023-06-08TB 6-8-23
Page 1 of 6
TOWN OF DRYDEN
TOWN BOARD MEETING
June 8, 2023
Zoom Hybrid
Present: Supervisor Jason Leifer, Cl Daniel Lamb, Cl Leonardo Vargas-
Mendez, Cl Christina Dravis, Cl Spring Buck
Elected Officials: Bambi L. Avery, Town Clerk
Other Town Staff: Amanda Anderson, Bookkeeper
Ray Burger, Planning Director
Chris O’Connor, Fire Coordinator
Supv Leifer opened the meeting at 6:05 p.m.
Financials & Human Resources
RESOLUTION #100 (2023) – APPROVE ABSTRACT #6
Supv Leifer offered the following resolution and asked for its adoption:
RESOLVED, that this Town Board hereby approves Abstract #6, as audited, general
vouchers #477 through #577 ($839,420.78) and TA vouchers #80 through #83 ($6,252.53),
totaling $845,573.31.
2nd Cl Lamb
Roll Call Vote Cl Vargas-Mendez Yes
Cl Buck Yes
Cl Dravis Yes
Cl Lamb Yes
Supv Leifer Yes
Highway/DPW Department
No report.
Town Fire Coordinator
Chris O’Connor has been updating the board on his activity via email. Cl Lamb said the
potential of the town acquiring a safety training facility is interesting. He asked if it could be a
revenue generator if the town were to manage it. C O’Connor said he didn’t think the town
would ever break even. The fire departments in Cortland would go to t he facility in
Cortlandville. Lansing has its own facility. It would by and large be used for Dryden’s
departments. Meridian Training has used the building for emergency service training in the
past.
The Etna Fire Department acquired the small parcel property with a brick building on it
from NYSEG in 2006 for the sum of $20,000. The small lot is on the creek, 150’ by 150’ with a
50’ access drive.
TB 6-8-23
Page 2 of 6
When asked about the potential for contaminants reaching the creek, C O’Connor
responded that departments are not able to use foam or anything like it near any body of
water.
C O’Connor continues to meet with representatives of each department and believes
those meetings are effective. They are looking at ways to improve all aspects of their operations
in the coming years.
C O’Connor has inquired about the board making a proclamation recognizing a
department for increasing its membership. After discussion, the board asked him to draft a
resolution.
Discussion/Action Items
Computer Information Security Policy – A Anderson explained our policy was
reviewed by our IT company who helped with the update. It was then reviewed and edited by
our town attorney. Policy attached.
Resolution #101 (2023) - Adopt Computer Information Security Policy
Supv Leifer offered the following resolution and asked for its adoption:
Whereas, when reviewing the Town’s Computer Use Policy with our IT Support provider,
it was suggested that we update some language and add new sections.
RESOLVED, that this Town Board hereby approves the Computer Information Security
Policy and this policy will replace the Computer Use Policy that was adopted on December 10,
2008.
2nd Cl Buck
Roll Call Vote Cl Vargas-Mendez Yes
Cl Buck Yes
Cl Dravis Yes
Cl Lamb Yes
Supv Leifer Yes
Electronic Recycling for Town Hall – A list of unfunctional and/or outdated electronic
equipment to be disposed of has been prepared (attached) and reviewed by board members.
Hard drives will be removed prior to disposal. Most of it will go to Tompkins County Recycling
and monitors will go to the Cortland County Recycling Center.
Resolution #102 (2023) Electronic Recycling for Town Hall
Cl Dravis offered the following resolution and asked for its adoption:
Whereas, electronic equipment at Town Hall has been replaced but the old equipment
was held to be properly recycled.
Whereas, all computers for recycling have had their hard drives removed. The removed
hard drives will be crushed so no Town information can be obtained from the memory.
Whereas, all electronic equipment will be taken to the County recycling center for
proper recycling.
TB 6-8-23
Page 3 of 6
RESOLVED, that the list of electronic equipment provided to the Town Board and
attached to these minutes will be recycled at that local recycling center.
2nd Cl Lamb
Roll Call Vote Cl Vargas-Mendez Yes
Cl Buck Yes
Cl Dravis Yes
Cl Lamb Yes
Supv Leifer Yes
Dryden Fiber – Additional supplies are needed for the buildout of fiber.
Resolution #103 (2023) - Approve Purchase of Materials for Dryden Fiber
Cl Lamb offered the following resolution and asked for its adoption:
Whereas, to continue to build the Dryden Fiber network, more materials need to be
purchased from our supplier, Graybar.
Therefore, be it resolved that the Board approves the purchase of a variety of materials
from Graybar for $97,935.86 as listed in Quote #0243585221 dated June 7, 2023.
2nd Cl Vargas-Mendez
Roll Call Vote Cl Vargas-Mendez Yes
Cl Buck Yes
Cl Dravis Yes
Cl Lamb Yes
Supv Leifer Yes
Gleamon Technology Proposal – The town needs to bring on someone to help ramp up
customer installation and coordinate that. Ken Gleason had worked for Hunt Engineers and
knows the project. The town needs to take over the customer hookup/coordination part and
the marketing. Hunt is managing the top level roll out, but is not designed to service people.
To make good progress with customers, we need to have additional help. Cl Lamb mentioned
they have an organizational chart and how this would fit in with the operations and
communicate with engineering. The board reviewed the contract proposal (attached). The
town would be charged $110/hour for services, regardless of the number of people working.
There was discussion about a flat fee, a minimum, or a not-to-exceed amount. The term of the
contract is one year and can be readjusted and amended as necessary. K Gleason will
communicate regularly with town staff.
RESOLUTION #104 (2023) – AUTHORIZE AGREEMENT WITH GLEAMON TECHNOLOGY
Cl Lamb offered the following resolution and asked for its adoption:
RESOLVED, that this Town Board hereby authorizes the agreement with Gleamon
Technology, adding a one-year term, and will evaluate how much time is being invested after a
month and adjust the contract as necessary, and the Supervisor is authorized to sign the
agreement.
2nd Cl Buck
Roll Call Vote Cl Vargas-Mendez Yes
Cl Buck Yes
TB 6-8-23
Page 4 of 6
Cl Dravis Yes
Cl Lamb Yes
Supv Leifer Yes
David Makar Proposal – Dryden Fiber needs someone to get the word out to the
community and increase interest since we are competing in the private marketplace. David
Makar (former Town Board member) is a marketing professional in the internet space. He
worked for Instacart as a marketing exec. He has submitted a proposal (under $20,000) and
statement of work (attached). He will also manage the Dryden Fiber website. The Cornell team
marketing plan has been shared with him. Cl Lamb said the proposal is reasonable.
RESOLUTION #105 (2023) – APPROVE MAKAR PROPOSAL
Cl Dravis offered the following resolution and asked for its adoption:
RESOLVED, that this Town Board hereby approves the agreement and scope of work
submitted by David Makar for marketing services in connection with Dryden Fiber as outlined
and the Supervisor is authorized to execute the same.
2nd Cl Vargas-Mendez
Roll Call Vote Cl Vargas-Mendez Yes
Cl Buck Yes
Cl Dravis Yes
Cl Lamb Yes
Supv Leifer Yes
Hanshaw Road CDBG 2023 – R Burger explained Laberge is drafting the CDBG
application for funding for sewer infrastructure for Cook Properties’ mobile home park on
Hanshaw Road, but the town is the applicant. The resolutions before the board tonight are to
establish the town’s intent to be lead agent and to establish Ray Burger as the certifying officer
for purposes of the application in any of the online systems. The board has been provided with
the full environmental assessment form and will do the review at a July meeting.
TOWN OF DRYDEN RESOLUTION #106 (2023)
CENTRAL NEW YORK MANUFACTURED HOME COMMUNITY (CNYMHC)
PROPOSED WASTEWATER SYSTEM IMPROVEMENTS
RESOLUTION TO DECLARE INTENT FOR LEAD AGENCY AND CLASSIFY PROJECT AS AN
UNLISTED ACTION
Supv Leifer offered the following resolution and asked for its adoption:
WHEREAS, Central New York Manufactured Home Community (CNYMHC) (aka: Hanshaw
Village Mobile Home Park), is considering improvements to the wastewater system to address
deficiencies identified via NYSDEC Order on Consent letter dated July 14, 2022; and
WHEREAS, CNYMHC has previously authorized the preparation of an engineering report to
outline the areas of service and associated costs; and
WHEREAS, pursuant to 6 NYCRR 617.6 the Town Board seeks to be established as Lead
Agency as part of undertaking a coordinated review of this action with any Involved and
Interested Agencies; and
TB 6-8-23
Page 5 of 6
WHEREAS. the Town Board considers the proposed Project to be an Unlisted Action, pursuant
to the New York State Environmental Quality Review Act (SEQRA) 6 NYCRR Part, and
WHEREAS, the Town Board has prepared the Full Environmental Assessment Form (FEAF) in
accordance with SEQRA, and seeks to circulate a Notice of Intent to be Lead Agency (Notice), by
mail and email, to all Involved and Interested Agencies, who shall be given 30 days to deliver
any comments in response to this Notice that such other Involved or Interested entity may have
regarding the Town Board taking on the Lead Agency role;
NOW, THEREFORE, BE IT RESOLVED that the Town Board of the Town of Dryden classifies
the project as an Unlisted Action pursuant to standards in the New York State Environmental
Quality Review Act; and
BE IT FURTHER RESOLVED, that it is the intention of the Town Board of the Town of Dryden
to declare itself as Lead Agency for SEQRA Coordinated Review of this Action; and
BE IT FURTHER RESOLVED that the Town Board of the Town of Dryden hereby directs the
coordination of intent for Lead Agency designation with all Involved Agencies for the Project
through the service of a notice of intent, indicating that the Town Board of the of the Town of
Dryden seeks to be designated as Lead Agency for this Action.
2nd Cl Lamb
Roll Call Vote Cl Vargas-Mendez Yes
Cl Buck Yes
Cl Dravis Yes
Cl Lamb Yes
Supv Leifer Yes
RESOLUTION #107 (2023) – TO DESIGNATE CERTIFYING OFFICER FOR CDBG
Supv Leifer offered the following resolution and asked for its adoption:
WHEREAS, the Town of Dryden (hereinafter “Town”) will apply for and anticipates being
awarded funds through the PY2023 Community Development Block Grant (CDBG) program
from the U.S. Department of Housing and Urban Development (HUD), as administered by the
State of New York Office of Homes and Community Renewal (NYSHCR) for a Wastewater
Improvement Project, 2023 CFA Application #126834; and
WHEREAS, the Town Board (hereinafter “Town Board”) as the anticipated recipient of the grant
award, is required to designate a Certifying Officer for the purpose of signing required
documents pertaining to the anticipated grant; and
NOW, THEREFORE, BE IT RESOLVED that the Town Board does hereby designate Mr. Ray
Burger, Director of Planning, as the Town’s Certifying Officer for the purpose of signing
required documents pertaining to the anticipated grant award (CFA Application #126834) and
as manager for any online application system.
2nd Cl Lamb
Roll Call Vote Cl Vargas-Mendez Yes
Cl Buck Yes
Cl Dravis Yes
Cl Lamb Yes
Supv Leifer Yes
TB 6-8-23
Page 6 of 6
Next week there will be two hearings on amending our billboard regulations. Park
Outdoor has sent comments and those and the supporting documents will be posted on the
website. The Planning Board has reviewed the proposed law and submitted a resolution.
Cl Lamb remarked DOT has stated 6 or 8 seconds for changes has no noticeable impact
on driver performance. Our draft law says every 30 seconds; he is not sure he can defend that.
Perhaps we could pass 8 seconds with the understanding that if the state regulations or
recommendations change, we would revisit it. He is in favor of keeping the height of the
billboard at 20 feet and Park wants 30 feet.
Other comments:
• An off-premises sign doesn’t need to be a monument sign. That requires more ground
disturbance and is a larger footprint.
• There is language in other municipalities’ laws that billboards determined to be non-
conforming can remain in place. R Burger sees no need for it because the ones existing
are a non-conforming use that is allowed to continue.
• Text size of 12” for main letters is okay, except that required language is sometimes
necessary and Park would like to make the size of those letters smaller. R Burger will
work on language with respect to size of letters in mandatory language.
• We are using the strictest language regarding illumination. Park is lower than the state
DOT standard. It was suggested we stay in keeping with the dark skies standard and
amend it, if necessary, after a period of time. We are not in a brightly lit area.
A Anderson asked the board to consider giving town hall employees July 3 as an extra
holiday. With July 4th falling on a Tuesday, there likely won’t be much going on at town hall.
The board will decide on that next week.
There being no further business, the meeting was adjourned at 7:20 p.m.
Respectfully submitted,
Bambi L. Avery
Town Clerk
Resolution #____ (2023) Adopt Computer Information Security Policy
Whereas, when reviewing the Town’s Computer Use Policy with our IT Support provider, it was
suggested that we update some language and add new sections.
RESOLVED, that this Town Board hereby approves the Computer Information Security Policy
and this policy will replace the Computer Use Policy that was adopted on December 10, 2008.
Item Manufacturer / Model Serial Number Department
Monitor AOC 94778CA003254 Media Room
Printer (Scan/Copy/Fax) HP OfficeJet Pro 8600 CN28RBVJ4Q Media Room
Printer HP Business InkJet 1200N TH47F1206G Supervisor
Printer (Scan/Copy/Fax) HP OfficeJet Pro 8600 Plus CN39AE4GHY Media Room
Printer HP LaserJet M209dwe VND4C13113 Clerk
Desktop Dell OptiPlex 7010 JXDYRW1 / 43377705649 Media Room
Desktop Dell OptiPlex 960 9CTWMM1 / 20366866297 Court
Desktop Dell OptiPlex 960 9LWTMM1 Court
Desktop HP Pro 3500 MXL4200TD5 Media Room
Laptop ASUS K601 Model #AR5B95 Media Room
Laptop HP ProBook Removed Media Room
Shredder Staples MailMate Model #SPL-TXC12MA Media Room
Dehumidifier Heat Controller Model #BHD301G Media Room
Typewriter IBM Correcting Selectric II None (Too Old) Media Room
Back-UPS APC RS / XS Battery Pack BR24BP / IB0948004699 Media Room
Back-UPS APC RS 1500 Battery Pack BR1500 / JB1005003810 Media Room
Keyboards (4 Count) Miscellaneous N/A Media Room
May 25,2023
Jason Leifer
Town of Dryden
93 East Main St
Dryden,NY 13053
RE:Proposal for 2023 Services to the Town of Dryden rev 4
I am pleased to submit this proposal for Gleamon Technology (Vendor)services offered to the Town of Dryden
(Client).
SCOPE OF SERVICES
Customer Installation Coordinator:
●Monitoring the Netegrity Sign Up Spreadsheet
●Ensure that installations are scheduled and communicated,or a follow up email is sent explaining to
interested parties when service will be available.
●Manage equipment inventory by implementing an inventory management system on the Town’s Office
360 account.
●Manage the transmittal of equipment and materials to the Installation Contractors.
●Send weekly updates to the broadband committee of the number of scheduled installs or any other
important information and attend broadband committee meetings.
●Answer any questions that are asked by the Town,Hunt,or residents.Reporting on progress and
challenges.
●Working with the town’s marketing contractor to coordinate marketing of Dryden Fiber based upon the
ability of installations to occur within 10 business days of a service request.
●Working with Hunt to coordinate the acquisition of customer install equipment to allow for installations
to occur within 10 business days of a service request.
●Working with Hunt and Marketing to identify routes for middle-mile fiber installation that maximize the
number of customer installation requests.
●Provide the town with monthly invoices detailing the tasks completed.
●Consulting Client on decisions pertaining to system buildout,customer service needs or system
operations as needed.
●Locating and negotiating rates for additional installation contractors as needed.
●Preparing installation schedules.
●Adhering to budgetary constraints.
●Following grant requirements as directed by Hunt or the Town.
FEE BREAKDOWN
Category Hourly Rate
Construction Coordinator $110.00
Vendor proposes to perform the work as outlined in the above Scope of Services for Client for the rate listed in
the table above.If the above scope of services and the associated rate plus reimbursables is acceptable,please
sign and return the attached contract to my attention.Should you have any questions or want to further discuss
this proposal in greater detail,please do not hesitate to contact me at 585-233-1474 or
kgleason@gleamontech.com.
From:Ken Gleason
Regarding:Proposal for 2023 Services to the Town of Dryden rev 4
Date:May 25, 2023
Sincerely,
Ken Gleason
Executive Officer
www.gleamontech.com
CAGE code:9EH67
From:Ken Gleason
Regarding:Proposal for 2023 Services to the Town of Dryden rev 4
Date:May 25, 2023
ACKNOWLEDGEMENT
I have read and understand the Scope of Services as described above and accept the terms and costs as stated.I
hereby retain Gleamon Technology to provide the services outlined.
___________________________________________________________________
Signature Date
______________________________________________
Printed Name &Title
David Makar
MASTER SERVICES AGREEMENT
This Master Services Agreement ("Agreement)is entered this ____day of _____,
2023 ("Effective Date")by and between the Town of Dryden,New York.("MUNICIPALITY"),
a municipality located in New York State and David Makar ("CONTRACTOR")located at 23
Woodlane Rd.,Ithaca,NY 14850.
WHEREAS,MUNICIPALITY and CONTRACTOR desire to commence and continue
a relationship in which CONTRACTOR will provide services for MUNICIPALITY as an
independent CONTRACTOR pursuant to the terms and conditions of this Master Services
Agreement ("Agreement);
THEREFORE,in exchange for the consideration described herein,the receipt and
sufficiency of which is hereby acknowledged,MUNICIPALITY and CONTRACTOR
acknowledge and agree as follows:
1.SERVICES
a.SERVICES
CONTRACTOR shall provide to the MUNICIPALITY and/or any of its
affiliates,when applicable (in which event the term "MUNICIPALITY"shall
thereafter refer to MUNICIPALITY and such affiliates)the services that are
more particularly described on Schedule A,("SOW")or future Statements of
Work signed by the parties which shall be consecutively numbered and
incorporated herein by reference (the "Services").
b.TERM
This Agreement shall commence as of the Effective Date and shall remain in
effect for one (1)year ("Term").The Term of this Agreement shall
automatically renew for successive thirty (30)day periods unless either party
gives fifteen (15)day notice of termination in writing subject to the termination
provision (if any)in any applicable SOW of one (1)year unless either party
provides notice of non-renewal at least thirty (30)days prior to the expiration
date.
MUNICIPALITY may terminate this Agreement or any SOW at any time upon
written notice.
2.INDEPENDENT CONTRACTOR
2.1 CONTRACTOR,in the performance of the Services,is acting as an independent
CONTRACTOR.
2.2 CONTRACTOR is not an employee of MUNICIPALITY and shall not hold itself or
its Representatives out as such.Nothing contained in this Agreement shall be construed to
create,continue,or otherwise evidence an employer/employee relationship between
MUNICIPALITY and CONTRACTOR.
a.CONTRACTOR shall control the means and manner of its work to achieve the
overall services to be provided,identified in any SOW.
b.CONTRACTOR shall choose the tools and instrumentalities including all
applications and software of its work;
c.CONTRACTOR,at CONTRACTORS own expense,will provide all tools and
equipment,including but not limited to laptop computers,software and cellular
telephones,necessary to perform services under this Agreement;
d.Neither CONTRACTOR nor its employees or Representatives shall be entitled to
participate in any benefit plans or programs or other policies or emoluments of
employment provided by MUNICIPALITY to its employees;
e.CONTRACTOR may employ and/or otherwise retain certain individuals
("Representatives)to perform the services required hereunder,subject to the
Restriction set forth in Section 9 of this Agreement;
f.CONTRACTOR shall undergo a background check if and when requested by
MUNICIPALITY;
g.CONTRACTOR shall complete all required intake forms requested by
MUNICIPALITY,including,but not limited to a W-9;
h.CONTRACTOR shall provide all deliverables in a format reasonably acceptable to
MUNICIPALITY.All files and working materials must be backed up appropriately and
stored on a shared drive accessible by MUNICIPALITY.
3.FEES
3.1 CONTRACTOR shall provide MUNICIPALITY with invoices on the last day of
each month during the term of any SOW detailing the time spent and work completed
for the prior month (eg:services performed in January shall be invoiced on January
31st).CONTRACTOR shall keep accurate and complete accounts records of the
Services,including the date and number of hours worked by CONTRACTOR and a
short description of the Services provided.Such accounts and records,sign by
MUNICIPALITY,including copies of receipts for any expenses agreed in writing to be
paid by MUNICIPALITY,shall be part of any invoice CONTRACTOR submits.
MUNICIPALITY shall not be required to pay fees for any work or Deliverables that do
not comply with the specifications set for in any SOW,and/or that are not
substantiated by the accounts and records required above,or any services or
deliverables that are incomplete.MUNICIPALITY shall notify CONTRACTOR
promptly in the event of any disputed invoice.
CONTRACTOR certified that each invoice issued by it shall be based solely on
Services actually supplied by CONTRACTOR,or shall consist only of approved
reasonable expenses as provided in the applicable SOW and that no part of portion
of any invoice represents or is attributable to any payment,gift,gratuity or other thing
of value given to any person,organization,entity or governmental body (except for
those payments required by law).MUNICIPALITY reserves the right to audit all
invoices submitted to it on a good faith basis,and CONTRACTOR shall afford
reasonable access to all supporting documentation to enable such MUNICIPALITY to
do so.
3.2 Compensation -The fees payable for any SOW,shall be specified therein.All
invoices are payable within fifteen (15)days of receipt of invoice if received,as stated
in Section 3.1,on the last day of the month,for acceptable Deliverables unless
otherwise specified in any SOW.All invoices received after the last business day of
the month are payable within thirty (30)days of receipt.Payment is made via
electronic delivery or check,unless otherwise specified in any SOW.No work outside
the scope of any SOW shall be performed without MUNICIPALITY’s prior written
approval.
3.3 Expenses -MUNICIPALITY does not contemplate that CONTRACTOR will travel
or otherwise uncut any reimbursable expenses in connection with this Agreement.If
the parties agree that travel or other expenses are necessary,MUNICIPALITY will
reimburse MUNICIPALITY for the actual cost of same,subject to MUNICIPALITY’s
standard travel policies,which MUNICIPALITY shall provide upon request.All
invoices are payable upon thirty (30)days of receipt of invoice,unless otherwise
specified in any SOW.
4.CONTRACTOR OBLIGATIONS
4.1 CONTRACTOR agrees that it will be responsible for paying all taxes incurred as
a result of its performance of the Services.MUNICIPALITY shall not be responsible
for withholding or paying any applicable national or local tax on CONTRACTOR’s
behalf,including,but not by way of limitation,any applicable income tax or other
taxes of any nature.Further,should CONTRACTOR fail to pay any such applicable
tax and MUNICIPALITYbe required to pay it,CONTRACTOR agrees to indemnify
MUNICIPALITY for such payment and any related penalties or interest assessed
against MUNICIPALITY in connection with such payment.
4.2 CONTRACTOR agrees not to assume or create any obligations or responsibility,
express or implied,on behalf of or in the name of MUNICIPALITY.CONTRACTOR
does not have the authority to act for or bind MUNICIPALITY in any respect.
4.3 CONTRACTOR acknowledges that MUNICIPALITY shall not provide
CONTRACTOR with workers’compensation insurance or other insurance coverting
CONTRACTOR for any injuries or illnesses sustained while working on the Project,
and CONTRACTOR shall obtain all insurance required by applicable laws.
4.4 When CONTRACTOR is in MUNICIPALITY’s offices,they shall comply with
MUNICIPALITY’s reasonable security requirements of which they have been made
aware including,but not limited to signing in at the reception desk,wearing
identification badge,and not entering any areas designated restricted without a
MUNICIPALITY escort.
5.REPRESENTATION AND WARRANTIES OF CONTRACTOR
CONTRACTOR represents,warrants,covenants and agrees that:(a)it is free to
enter into this Agreement,to render the Services,and to grant the rights as herein
provided,and there are no agreements or arrangements,whether written or oral,that
would be breached by CONTRACTOR upon execution of this Agreement or that
would impair or prevent CONTRACTOR from rendering the Services to
MUNICIPALITY during the term hereof;(b)it has and will maintain throughout the
term hereof all qualifications required to perform the services,and it has not made
and will not make any commitment or do any act in conflict with this Agreement;and
(c)it has the qualifications and skill set to perform the services as required,including,
but not limited to the skills and knowledge to provide the Deliverables with correct,
proper,and accurate grammar,spelling,punctuation,language and the like provided
MUNICIPALITY acknowledges that inadvertent immaterial errors will occur from time
to time and CONTRACTOR shall have a reasonable opportunity to correct such
errors promptly upon notice from MUNICIPALITY.
6.CONFIDENTIAL INFORMATION
6.1 Definition of "Confidential Information."While performing the Services,the parties
have or may be given access to proprietary and confidential information of the other
("Disclosing Party),its affiliates and/or customers (collectively,
"ConfidentialInformation")which includes without limitation:
a.Any data or information that is competitively sensitive material,and not
generally known to the public,including information relating to product plans,
marketing strategies,finance,operations,the method of licensing,and
providing support or maintenance for software developed or licensed by the
Disclosing Party to Its customers,customer relationships,customer profiles,
sales estimates,business plans,and internal performance results relating to
the past,present or future business activities of the Disclosing Party,its
subsidiaries and affiliated companies and the customers,clients and suppliers
of any of the foregoing;
b.Any scientific,technical or business information,design,process,
procedure,formula,or improvement that is commercially valuable and secret
in the sense that Its confidentiality affords the Disclosing Party a competitive
advantage over Its competitors;
c.All confidential or proprietary concepts,documentation,reports,data
specifications,computer software,source code,object code,flow charts,
data,databases,inventions,know-how,show-how and trade secrets,whether
or not patentable,or copyrightable;and
d.Any and all reports generated in the performance of Services;and all
documents,inventions,substances,engineering and laboratory notebooks,
drawings,diagrams,specifications,bills or material,equipment,prototypes
and models,and any other tangible manifestation of the foregoing which now
exist or come into the control or possession of the receiving party ("Receiving
Party").
6.2 Information not considered to be "Confidential Information."Notwithstanding the
foregoing,a party's Confidential information shall not include information that:
a.Is or becomes a part of the public domain through no act or omission of the
other party;
b.is lawfully disclosed to Receiving Party by a third party without a known
obligation of nondisclosure to the disclosing party;
c.is independently developed by the other party without reference to the
Confidential Information;or
d.is obligated to be disclosed by court order or government requirement,
provided that the Disclosing Party is given prompt written notice of such court
order or government requirement and an opportunity to obtain a protective
order to prohibit or restrict such disclosure.
6.3 Obligations with respect to "Confidential Information."The Receiving Party
agrees that the Receiving Party and the Receiving Party's employees,
subcontractors,agents and affiliates ("Receiving Party Personnel")will (a)hold the
Confidential Information in strict confidence;(b)not give,sell or disclose Confidential
Information to its Personnel or any other third party who does not have an absolute
necessity to access such Confidential Information in order to perform the Services
under the terms and conditions of this Agreement,unless such party is an auditor or
other consultants hired by MUNICIPALITY to perform internal audits;(c)advise each
party who may be exposed to the Confidential Information under the terms of this
Agreement,that it is to be kept strictly confidential and (d)ensure that neither the
Receiving Party,nor the parties to who the Receiving Party legally discloses the
Confidential Information will share or otherwise use the Confidential Information in
violation of or in any manner inconsistent with applicable privacy laws below,and/or
the Privacy or Security policies and procedures of the Disclosing Party and its
affiliates.
Any copies or reproductions of the Confidential Information shall bear the patent,
copyright,trademark or proprietary notices contained in the original.Upon the
Disclosing Party's request,but in any event upon termination of this Agreement,
theReceiving Party shall surrender to the Disclosing Party al memoranda,notes,
records,drawings,manuals,computer software,and other documents or materials
(and all copies of them)relating to or containing Proprietary Information.
6.4 These restrictions will apply to both parties during and after CONTRACTOR's
engagement with MUNICIPALITY.
6.5 The parties acknowledge that use or disclosure of any Confidential Information
of the other in a manner inconsistent with this Agreement may give rise to irreparable
injury to the Disclosing Party or third parties who have entrusted information to the
Disclosing Party that may be inadequately compensable in damages.Accordingly,in
addition to any other legal remedies that may be available,at law or in equity,the
Disclosing Party or such third parties shall be entitled to seek equitable or injunctive
relief against the unauthorized use or disclosure of Confidential Information.
6.6 The Receiving Party shall return or destroy all Confidential Information (including
copies)that the Disclosing Party made available to the Receiving Party under this
Agreement upon written request by the Disclosing Party and shall certify in writing,it
requested,that all copies have been returned or destroyed.
7.PROPRIETARY RIGHTS
7.1 The Services performed and Work created hereunder,including,without
limitation,development,conversion,modification or enhancement of systems,source
codes,object codes,operating instructions,processes,techniques,writings,works of
authorship,information,data,formulae,algorithms,models,drawings,photographs,
designs and design concepts (whether or not copyrightable or patentable),and all
other documentation developed for or relating to MUNICIPALITY,and all data and
other information of any kind,including information incorporating,based upon,or
derived from the foregoing,and all deliverables developed or prepared for
MUNICIPALITY by CONTRACTOR hereunder,shall all constitute "MUNICIPALITY
Property''and are,shall be and shall remain the sole and exclusive property of
MUNICIPALITY,except for the following items which shall not constitute
MUNICIPALITY Property:(1)software,including but not limited to any proprietary
code (source and object),which is subject to third-party license agreements;(in)
those portions of the Work or deliverables which include information in the public
domain;and (IlI)those portions of the Work which are generic ideas,concepts,
know-how and techniques within the computer design,support and consulting
business generally;and (iv)any software or code that is not specifically developed
for MUNICIPALITY.To the extent that any portion of the Work includes information or
material that falls within the exceptions to MUNICIPALITY Property described in this
Section,CONTRACTOR shall be deemed to have granted MUNICIPALITY a
non-exclusive,worldwide,royalty-free,perpetual,sub-licensable and transferable
right and license to exploit,exercise,use,reproduce,copy,modify and enhance any
such information or material imbedded in the Work or MUNICIPALITY Property.
7.2 All Services and Deliverables shall be the property of and solely owned by
MUNICIPALITY.The Services and Work shall be a work made for hire under the
Copyright Act of 1976 and any subsequent replacement legislation.CONTRACTOR
will promptly disclose to MUNICIPALITY all MUNICIPALITY Property made or
conceived or reduced to practice or developed by CONTRACTOR,either alone or
jointly with others,during the term of this Agreement in connection with the Services
and the Work or which relate to any MUNICIPALITY Property.CONTRACTOR will
promptly assign and convey and deliver its entire right,title,and interest in the Work
and all MUNICIPALITY Property,including all rights in and to copyright,patent,trade
secret,trademark,derivative works and other intellectual property rights and all other
rights of exploitation throughout the world to MUNICIPALITY upon request,without
further consideration,tree from any claim,lien or retention or rights.For clarity,all
works in progress and or deliverables are the property and solely owned by
MUNICIPALITY regardless of the place or platform upon which they are developed
(for example,a Deliverable created on CONTRACTOR'S Vizio software shall be the
property of MUNICIPALITY.CONTRACTOR shall immediately upon request of
MUNICIPALITY deliver any complete Deliverables and/or any works in progress
without any right of demand for compensation or otherwise or set off provided
MUNICIPALITY is not in monetary breach of this Agreement beyond any applicable
cure period.
7.3 CONTRACTOR agrees to perform,during and after the term of this Agreement,
all acts reasonably necessary or desirable by MUNICIPALITY to permit and assist it
in evidencing,perfecting,obtaining,maintaining,defending and enforcing
MUNICIPALITY’s ownership rights in and to the Work and/or MUNICIPALITY
Property and/or CONTRACTOR's assignment with respect thereto in any and all
countries.
7.4 It any Services,the Work or MUNICIPALITY Property assigned hereunder are
based on,or incorporate,or are improvements or derivatives of,or cannot be
reasonably made,used,reproduced and distributed without using or violating
technology or property rights owned or
licensed by CONTRACTOR ("Pre -existing Work )which are not assigned
hereunder,CONTRACTOR hereby grants MUNICIPALITY a non-exclusive,
worldwide,royalty-free,perpetual,sub-licensable and transferable right and license
to exploit,exercise,use,reproduce,copy,modify and enhance such Pre -existing
Works in support of MUNICIPALITY's exercise or exploitation of the Services,Work
or MUNICIPALITY Property (including any modifications,improvements and
derivatives thereof).
8.DEFAULT &REMEDIES
In the event that either CONTRACTOR or MUNICIPALITY materially breach any term
or condition of this Agreement or any SOW and fail to cure such breach within ten
(10)days (five(5)days for payment only)after receiving written notification of the
alleged material breach,the non-breaching party may terminate this Agreement
and/or any SOW at any time upon not less than five (5)days prior written notice to
the breaching party and the non-breaching party hereto shall have those rights and
remedies permitted under the substantive laws of New York.In the event of
termination except for termination due to material,uncured breach by
CONTRACTOR)of this Agreement and/or any SOW,MUNICIPALITY shall be liable
for payment for services completed,as provided for herein or in any SOW,on or prior
to the effective date of termination,on a prorated basis,plus authorized expenses (if
any),subject to any rights of set-off which may exist.If so requested in such written
notice of termination,CONTRACTOR shall use commercially reasonable efforts to
complete any Services specified in the notice,and the terms of the applicable SOW
and this Agreement shall continue to govern such Services;otherwise,
CONTRACTOR shall use commercially reasonable efforts to conclude its Services
and minimize any charges prior to the effective date of termination.
9.ASSIGNMENT
Neither party shall assign,sublicense,or otherwise transfer this Agreement to
subcontract for any of the Deliverables without the prior written consent of the other
party,which may be withheld by such party in its sole discretion
10.AUTHORITY
Each party hereby certifies that it has all necessary authority to execute and deliver
this Agreement and to perform its obligations hereunder.Upon execution,this
Agreement will be a valid and binding obligation of each party and enforceable in
accordance with its terms.
11.CONTRACTOR &MUNICIPALITY CONTACTS
Other than notices pursuant to 14.9,the parties shall address all questions regarding
this Agreement or any SOW to and shall submit all reports and other Deliverables to
the designated Contact who shall be until written notice is provided otherwise:
MUNICIPAL Contact:
Jason Leifer
Town Supervisor,Town of Dryden
CONTRACTOR Contact:
David Makar
dmakar@gmail.com
607-342-3009
12.NON-SOLICITATION
During the term of this Agreement and for one (1)year afterward,neither party shall
solicit,for itself or others,the employees of the other party unless the other has
consented in writing.
CONTRACTOR shall not use the names,addresses,logos,trademarks,trade names
or any facsimile thereof of MUNICIPALITY,or of MUNICIPALITY’s customers or
prospective customers (“Additional Confidential Information”)in publicity releases,
promotional material,advertising,marketing or business generating efforts without
MUNICIPALITY’s prior,written consent.
13.LIABILITY
13.1 CONTRACTOR agrees to indemnify and hold MUNICIPALITY harmless from
and against any and all loss,liability,damage,claim,demand,or suit and related
costs and expenses (including but not limited to reasonable outside attorney’s fees)
that arise from (i)gross negligence or willful misconduct of CONTRACTOR or
CONTRACTOR’s Representative,and (ii)the material,uncured breach of any term
or condition of this agreement by CONTRACTOR or its Representatives.
13.2 MUNICIPALITY agrees to defend,indemniofy and hold CONTRACTOR and/or
its Representatives harmless from and against any and all loss,liability,damage,
claim,demand,or suit and related costs and expenses (including but not limited to
reasonable outside attorney’s fees)that arise from (i)gross negligence or willful
misconduct of MUNICIPALITY or MUNICIPALITY’s representatives,and (ii)the
material,uncured breach of any term or condition of this Agreement by
MUNICIPALITY or its Representatives.
13.3 Notwithstanding anything herein to the contrary,each party’s total liability
pursuant to this Agreement or pursuant to any SOW shall not exceed the amount
actually received by Contractor pursuant to the applicable SOW.IN NO EVENT
SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD
PARTY FOR LOST PROFITS,CONSEQUENTIAL,SPECIAL,INCIDENTAL OR
PUNITIVE DAMAGES,HOWSOEVER ARISING OUT OF OR RELATING TO THIS
AGREEMENT,REGARDLESS OF THE BASIS OF THE CLAIM.
13.4 Each party shall ensure that adequate insurance is maintained with regard to its
obligations in this Agreement,including,but not limited to this section 13.
14.QUALITY OF DELIVERABLES AND CONTINUITY OF SERVICES
14.1 The CONTRACTOR acknowledges that time is of the essence with regard to its
required deliverable due dates and milestones and failure to comply with the same
can result in adverse consequences to MUNICIPALITY.Penalties for failing to comply
with delivery dates or milestones shall be set forth in the applicable SOW.In addition,
failure to meet any deadlines or timelines may result in a reduction in the fees or
rejection of the Deliverables in whole or part as set forth in the applicable SOW.
14.2 In the event that CONTRACTOR halts,ceases,discontinues the Services prior
to completion for reasons other than termination of theAgreement or any SOW
pursuant to Sections 1 or 8 of or as otherwise set forth in this Agreement,
MUNICIPALITY shall not be required to make any additional payments to
CONTRACTOR regardless of the any Deliverables completed or submitted and also
reserves the right to a refund of a reasonable portion of any fees already paid
pursuant to the applicable SOW.
15.DELIVERABLE STATUS REPORTS AND MEETINGS
Except as may be otherwise set forth in any SOW,CONTRACTOR shall provide to
MUNICIPALITY the status of any Deliverable along with electronic copies of the same on
Friday of each week and the parties shall also meet on each Friday in person or via audio
visual application (Zoom,or Skype)so that MUNICIPALITY may review the work in progress.
In addition,on Friday of each week CONTRACTOR shall provide MUNICIPALITY with a
status report of any actual or issues discovered while rendering the Services.
16.MISCELLANEOUS
16.1 The covenants in this Agreement shall bind and insure to the benefit of,and be
enforceable by and against,MUNICIPALITY and CONTRACTOR,and their
respective successors,heirs,and assigns.
16.2 Both parties shall comply with all applicable laws,rules,and regulations in the
performance of the services to be provided hereunder.
16.3 Any waiver of any terms and conditions hereof must be in writing and signed by
the parties hereto.The waiver of any of the terms and conditions of this Agreement
shall not be construed as a waiver of any subsequent breach of the same or any
other terms and conditions hereof.
16.4 This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and,except as provided herein,supersedes all
prior agreements between the parties.The parties have executed this Agreement
based upon the express terms and provisions set forth herein and have not relied on
any communications or representations,oral or written,which are not set forth in this
Agreement.The covenants or provisions of this Agreement may not be modified by a
subsequent agreement unless the modifying agreement:(i)Is in writing;(ii)contains
an express provision referencing this Agreement;(iii)is signed and executed on
behalf of MUNICIPALITY by a duly authorized officer of MUNICIPALITY;and (iv)is
signed by CONTRACTOR.In the event of a conflict between the terms of this
Agreement and any SOW,the terms of the applicable SOW shall control.
16.5 MUNICIPALITY and CONTRACTOR agree that this Agreement is governed by
the laws of New York,and that any action to enforce or interpret the terms of this
Agreement will be brought in a court of competent jurisdiction in Tompkins County,
New York.
16.6 The provisions of this Agreement shall be deemed severable,and if any portion
is held invalid,illegal,or unenforceable for any reason,the remainder of this
Agreement Shall be effective and binding upon the parties,provided that the
substance of the economic relationship created by this Agreement remains materially
unchanged.Neither party will be held liable for loss or damage for failure to do so,
nor shall the other party thereby be released from any of its obligations under this
Agreement and or any Project,where such failure by the non-performing party arises
due to Force Majeure.A Force Majeure Delay shall mean strikes,lockouts,labor
difficulties,explosions,sabotage,accidents,riots,civil commotions,acts or war,
results of any warfare or warlike conditions in this or any foreign country,fire or
casualty,legal requirements,energy shortage or other causes beyond the
reasonable control of the non-performing party.
16.7 Both parties have been afforded a reasonable opportunity to review this
Agreement with legal counsel prior to executing this Agreement.
16.8 This Agreement may be executed in multiple counterparts,each of which will be
deemed an original,and all of which together will constitute one and the same
instrument.
16.9 A notice shall be effective shall be deemed received (i)upon delivery by a
nationally recognized overnight courier or (ii)three (3)days after deposit in the U.S.
mails,postage prepaid,and certified mail return receipt requested.Either party may
change its address at any time by giving written notice of the change.Any notice of
default to MUNICIPALITY shall be copied via regular U.S.Mail to:93 E.Main Street,
Attn:Town Supervisor Jason Leifer,Dryden,NY 13053
IN WITNESS WHEREOF,CONTRACTOR and MUNICIPALITY have caused this Agreement
to be executed on the day and year indicated below to be effective on the day and year first
written above.
By:Town of Dryden,NY By:David Makar
Name:Jason Leifer Name:David Makar
Title:Town Supervisor Title:Marketing Consultant
Date:Date:
_________________________________________________________________
Signature Signature
David Makar
Statement of Work:Marketing Services for Dryden Fiber
Introduction:
This Statement of Work (SOW)outlines the marketing services to be provided by David
Makar to the Town of Dryden and Dryden Fiber,a local internet service company targeting
households in the Town of Dryden,New York.The goal of this project is to increase brand
awareness,attract new customers,and promote the unique offerings of Dryden Fiber within
the Town of Dryden,including but not limited to the Village of Dryden and the Village of
Freeville.
Objectives:
The primary objectives of the marketing campaign are as follows:
a.Increase brand visibility and recognition within the Town of Dryden
b.Generate leads and drive customer acquisition for Dryden Fiber
c.Promote the unique features,advantages,and benefits of Dryden Fiber's internet
services.
d.Build and maintain a positive brand image and reputation in the local market.
e.Establish Dryden Fiber as a trusted and reliable internet service provider in the
community.
Statement of Work 1.Marketing Plan,Message Development,Budget
Scope of Work:
David Makar will provide a launch and on-going marketing plan to build awareness,develop
prospect knowledge,create preference,and ultimately lead to customer enrollment in
Dryden Fiber.This plan will include components,timelines,budgets,and message
development.This will also include a long term management plan for marketing Dryden
Fiber
Deliverables:
The following deliverables will be provided::
a.Written marketing plan with budget provided as a PDF and an editable Word
Document
Timeline:
The project will commence on [Start Date]and is expected to be completed within 3 weeks /
15 business days.The specific milestones and deadlines will be mutually agreed upon by
both parties and documented in a separate project schedule.
Budget:The fee for this service is $3,500.
Statement of Work 2.Public Relations
Scope of Work:
David Makar will develop and implement and launch a public relations plan including press
releases,media outreach,and interviews for the Dryden Fiber project.
Deliverables:
The following deliverables will be provided:
a.Written public relations plan provided as a PDF and an editable Word Document
b.Press Release
c.Media Outreach Script /Email
d.Interview Topics
e.Interview FAQ
f.Reports on public relations campaign performance,including KPIs and actionable
insights.
Timeline:
The project will commence on [Start Date]and is expected to be completed within 8 weeks
(40 business days).The specific milestones and deadlines will be mutually agreed upon by
both parties and documented in a separate project schedule.
Budget:
The fee for this service is $2,500.
Statement of Work 3.Direct Outreach
Scope of Work:
David Makar will manage direct outreach activities to build awareness and move prospects
to learning more about Dryden Fiber.This will include door-to-door activity,phone calls,and
direct mail.
Deliverables:
The following deliverables will be provided throughout the project duration:
a.Dryden Fiber brand identity materials with tagline,and messaging provided as
printable digital files
b.Documented list of prospects and outreach actions provided as Excel files
c.Regular reports on campaign performance,including KPIs and actionable insights.
Timeline:
The project will commence on [Start Date]and is expected to be completed within 8 weeks
(40 business days).The specific milestones and deadlines will be mutually agreed upon by
both parties and documented in a separate project schedule.
Budget:The fee for this service is $2,500.
Statement of Work 4.Advertising Campaign
Scope of Work:
David Makar will manage an advertising campaign to build awareness for Dryden Fiber.This
includes print ads and digital ads.
Deliverables:
The following deliverables will be provided throughout the project duration:
a.Advertising materials for print provided as digital files
b.Advertising materials for digital ads provided as digital files
c.Regular reports on campaign performance,including KPIs and actionable insights.
Timeline:
The project will commence on [Start Date]and is expected to be completed within 8 weeks
(40 business days).The specific milestones and deadlines will be mutually agreed upon by
both parties and documented in a separate project schedule.
Budget:The fee for this service is $2,500.
Statement of Work 5.Signage and Placement
Scope of Work:
David Makar will manage a yard sign campaign to build awareness for Dryden Fiber.This
includes design,production,placement,and management of yard signs.
Deliverables:
The following deliverables will be provided throughout the project duration:
a.Digital files of the signs used for the campaign
b.Inventory of signs available after initial period of campaign
c.Regular reports on campaign performance,including KPIs and actionable insights.
Timeline:
The project will commence on [Start Date]and is expected to be completed within 8 weeks
(40 business days).The specific milestones and deadlines will be mutually agreed upon by
both parties and documented in a separate project schedule.
Budget:The fee for this service is $2,000.
Statement of Work 6.Social Media,Email Marketing,and Website
Scope of Work:
David Makar will manage social media posts and the Dryden Fiber website marketing
elements.This includes posting to the various social media sites with images,video,and
Dryden Fiber Newsletter postings content.
Deliverables:
The following deliverables will be provided throughout the project duration:
a.Digital files of blog content,photos,videos
b.Regular reports on campaign performance,including KPIs and actionable insights.
Timeline:
The project will commence on [Start Date]and is expected to be completed within 8 weeks
(40 business days).The specific milestones and deadlines will be mutually agreed upon by
both parties and documented in a separate project schedule.
Budget:The fee for this service is $3,000.
Statement of Work 7.Public Events
Scope of Work:
David Makar will manage at least one public event to launch Dryden Fiber in the Town of
Dryden community.This includes selecting a location,advertising,event management,and
promotions.
Deliverables:
The following deliverables will be provided throughout the project duration:
a.Invitation to event digital files
b.Day of Event schedule and agenda
c.Registration details (participant contact information)
d.Regular reports on campaign performance,including KPIs and actionable insights.
Timeline:
The project will commence on [Start Date]and is expected to be completed within 8 weeks
(40 business days).The specific milestones and deadlines will be mutually agreed upon by
both parties and documented in a separate project schedule.
Budget:The fee for this service is $2,500.
IN WITNESS WHEREOF,CONTRACTOR and MUNICIPALITY have caused this Agreement
to be executed on the day and year indicated below to be effective on the day and year first
written above.
By:Town of Dryden,NY By:David Makar
Name:Jason Leifer Name:David Makar
Title:Town Supervisor Title:Marketing Consultant
Date:Date:
_________________________________________________________________
Signature Signature