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HomeMy WebLinkAboutGeneral Code PublishersCheck Tow of $outhold BILL OF Genecal .Code. PublJshers..Corp. Vendor No. Invoice No. Invoice Date · . . G.007.2.7~9 .... . . .5.1210;3 ....... Amount Ct'~imed $ 9,&70.00 Purchase Order No .......... For Services and Disbursements as .La.s .er. ~c.h.e..S0 .ft .w .a ,e?Ma.i n. t.e oo oce Fund and Account Al.680J[.~0Q.558 Entered by ............... Allowed, $ ............... Audite~l.ay. 2.0s ...... Town Clerk' ROCItESTER, NEW YORK 14624-2991 [ IllVOI¢o N,~..'~':" ' . "r,,=0~727_; :~'' ' '~ o, 800-836~8834 (FAX) 585~328-8189 Invoice. Da~c.'.: :~/2/c3 www.generalcode.com Due Date: 6/1/03 Terms: Net 30 ',..'our Order: I ~o~/n of"'" 'S6d'Eho:Id~':'~**~ "-~:""' : :: ""~'"""" ..... " ~ · C/O Clerk's Office ' ~v:.~.'. '": '"" o~scr.~.=..;'":"'':_on' i". !. . : ,. -.~.,,,a. ~,..'..7'.' ' ':~ ~--' '~'..u~.. , . , : , :' · .. .... . p&su due -~ubEotal' .' i' ~9,!'47.0..0~ Tax $0.bo Pmt.Rec?d s0~00 TotalTDue $9',:4?0.00 PUBLISHERS RECEIVED May 8, 2003 Ms. Elizabeth A. Neville Clerk, Town of Southold PO Box 1179 Southold, NY 11971 l~A¥ ~z~ 2003 Southold town C/ed Dear Ms. Neville: The LaserFiche Software Assurance Plan (LSAP) subscription that was included with your initial LaserFiche installation will expire on Jtfly 19, 2003. Your renewal invoice xs enclosed. Maintaining your LSAP subscription protect~ your investment in document imaging. Along with expert hofline support, it completely covers the cost of the updates and new releases that keep your system operating at its full potential· It is important to maintain LSAP coverage on all plug-ins as welt as on the main product. LaserFiche generally issues two to four upgrades a year, continuously adding new features, more power, and greater efficiencies. Running the most up-to-date version of LaserFiche maximizes the performance of your entire system. Please remember that if you allow your LSAP coverage to expire, no further technical support can be provided, and that renewals after a lapse in service are subject to a reinstatement fee in addition to the LSAP subscription rare. and protectton the LSAP plan pr6vides. If. We hope you will act quickly to maintain the security ~' ' you have any questions about your invoice, please call 1-800-836-8834 for assistance. Sincerely, GENERAL CODE PUBLISHERS · Brown RepreSentative JDB:ath Enc. 72 Hinchey Road, Rochester, New York14624-2991 · 585-328-1810 · 800-836-8834 · Fax: 585-328-8189 E-mail: maiI~generalcode.com URL: http://www.generalcode.com ELIZABETH A. NEVILLE TOWN CLERK REGISTI~i~ OF 'viTAL STATISTICS MARRIAGE OFFICER RECORDS M~kNAGEMENT OFFICER FREEDOM OF INFORMATIOI'g OFFICER Town Hedl, 53095 Main Road P.O. Box 1179 Southotd, New York 11971 Fax (6~1) 765-6145 Telephone (631) 765-1800 OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 430 OF 2001 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JUNE 5, 2001: RESOLVED that thc Town Board of thc Town of Southold hereby authorizes and directs Supervisor Jean W. Cochran to execute an agreement between the Town of Southold and General Code Publishers Corp. for the installation of the Laserfiche program, all in accordance with the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk CONTRACT between General Code Publishers Corp. and the TOWN OF SOUTHOLD, NEW YORK Section 1. Project Specifications. This, contract,provides, for the performance and del/very by General Code Publishers ~erbrp.,.in return for fhe consideration stated herein, of the specialized services enumerated ein, having been emtefed into between the Town of Southold, in the County of Suffolk, S~Iate of New York, hereinafter termed "Municipality," and General Code Publishers Corp,, hereinafter termed "GCP,y wl~ose principal office is located in Rochester, New York. The deliverables for the project shall be as follows: A. Project management. B. 9401: LaserFiche Standard Pack (5 users). C. 978306: LaserFiche Weblink Power Pack 100 (WeblJnk plus up to 100 retrieval users). D. 97840: LaserFiche Plus Plug-In. E. 97862: LaserFiche SnapShot Plug-In for Standard Pack (5 users). F. 9401UP, 978306UP, 97840UB and 97862UB: Support and software upgrades for one year (priority LSAP) from the date the so,are is ordered t~om Compulink Management Center, Inc. G. 8301: Adrenaline capture engine. H. On-site software installation and setup. I, On-site trairfing for 5 full users and up to 100 retrieval users. J. One copy of GCP's LaserFiche Training Manual for each user trained. The LaserFiche Proposal prOvided by GCP to the Municipality, dated December 18, 2000, shall be taken as a part of this contract and is included herein by reference. IN THE CASE OF ANY CONFLICT BETWEEN THIS CONTRACT AND SAID PROPOSAL, THIS CONTRACT SHALL CONTROL. Section 2. Performance Schedules. A. Time Schedule. Software installation and tra'ming will be completed within 90 days of receipt of a fully executed contract (tentati~rely scheduled for the week of june 25, 2001 .) B. Adjustments to Schedule. Upon the mutual consent of the Municipality and GCP, the above time schedcle may be changed or extended as provided in Section 10. 0 fo~M~Seetion -2cB- Section 3. Prices and Payment Procedures. A. Initial Project Price. The price for the project outlined above shall be $47,500~ B. Payment Schedule. $23,315 shall be invoiced upon contract signing. $24,185 shall be invoiced upon completion of sofnvare installation and training. C. Terms. All payments shall be made within 30 days of receipt of the invoice/voucher. The Municipality shall not discount nor withhold any portion of the amount for any reason. Late payments will be charged interest at the rate of 1.5% for each month or part thereof that such payment xs in arrears. Section 4. Responsibility of Municipality. The Municipality shaU be respuns~ble for the correctness and accuracy of the information it supplies to GCP, for providing GCP with decisions and answers to questions raised by GCP, for inclusion of sufficient funds in the municipal budget to pay GCP for services, and for the prompt payment Of invoices as provided herein. The Municipality shall also be responsible for ensuring that any hardware being provided by the Municipality, which is necessary for the LaserFiche system, complies with the LaserFiche proposal, dated December 18, 2000, and all additional instructions regarding software and hardware configurations, presented to the Municipality by GCP prior to installation, and that any necessary installation or modifications are completed as written prior tO installation of the LaserFiche system. Should there be any conflict between our instructions and the actual situation at the time of installation, the Municipality shall be responsible for any additional costs to GCP resulting from those conflicts. Section 5. Document Scanning Services. If applicable, the following provisions shall apply to document scanning services to be provided by GCP or its designated subcontractor: The Municipality shall be responsible for ensuring that each records storage box slated for conversion is marked with the main category describing its contents and that each file within each box is labeled with a description of its contents. B. GCP or its designated subcontractor shall use reasonable care in the handling of the Municipality's documents. Upon return of the documents to the Municipality, the Municipality shall promptly inspect the documents to determine whether all documents have been returned. Unless the Municipality informs GCP of a discrepancy within i0 days, all cia/ms with respect to completeness Or condition of the documents shall be waived. D. In the event of a conflict between the provisions of this Section 5 and any other portion of this contract; the provisions of this section shall apply. Section 6. Term and Termination. A. The initial term of this contract, unless sooner terminated as hereafter provided, shall be for one year, commencing on the date hereof, .and will then be automatically extended for additional successive one-year periods unless either party notifies the other in writing not less than 60 days prior to the end of the initial ~erm or any extension period that the contract will not be extended. B. Either party shallhave theright to terminate this contractwithimmedlateeffectifthe other party fails to cure to such party's reasonable satisfaction any material breach or violation of this contract within 60 days after such party has given the other written notice thereof, Upon tennination of this contract, all deliverables completed by GCP under this contract and delivered to the Municipality prior to the date of termination may, at the option of the Municipality, be retained by the Municipality, and GCP shall be entitled to receive just and equitable compensation for all such deliverables and the services performed. Section 7. Warranties; Limitations. A. GCP warrants that the services provided hereunder will be performed by qualified personnel in a good and workmanlike manner, and that any deliverables will be flee of material defects. GCP's liabili .ty and the Municipality's exclusive remedy for failure of any service or deliverable to meet this wananty shall be limited to reperformance, at GCP's cost, of Such service or deliverable. GCP's warranty does not extend to failures arising out of(i) incorrect or insufficient data, specifications Or instructions provided by the Municipality or (ii) work or services performed .by others. The foregoing warranties are in lieu of all other warranties, whether oral, written, express, implied or statutory. Implied warranties of fitness and merchantability shall not apply. GCP's warranty obligations and the Municipality's remedies thereunder are solely and exclusively as stated herein. 3 C. The limitations and protections against liability afforded GCP herein shall apply to any action of claim in connection with the services, whether based on contract, tort, statute or otherwise (including negligence, warranty and strict liability). The cumulative liability'of GCP for all obligations, warranfiesand guaranties, whether express or implied, with respect to services perfon~ed hereunder, shall be limited to the amount paid to GCP pursuant to this contract. GCP shall not be linb]e to the Municipality or any other person or entity for indfi:¢cr, special, incidehtal, punitive or consequent/al damages~arismg from th~ contract or the performance or nonperfonnan~ ~ ~e of Se ~rvices hereunder,/n-:e~p ective ,of whether the claims or actions for suds:damages.ate b~aseti upon contract, tort, negligence, strict liab/tity, warranty or otherwise. D. No action may be maintained or proceeding commencedby the Municipality or others against GCP with respect to services unless such action or proceeding is commenced within oneyear after completion by GCP of the particular services to which such action or proceeding relates. Section 8~ Software. tf applicable, the sot'avare being delivered pursuant to this contract (the "Software") is being licensed to the Municipality pursuant to a License Agreement (the "License"), attached hereto and made a part hereof, between the publisher of the Sofavare and the Mun/cipality. The Municipality agrees that all terms, conditions and limitations set forth in the License shall apply to this contract as it relates to the Sofbvare. In the event of any conflict between this contract as it relates to the Software and the License, the License shall prevail. Section 9. Computer Hardware. If applicable, the computer hardware being delivered pursuant to this contract (the '~Iardware") is being delivered with the manufacturer' s warranty. The manufacturer's warranty is in lien of ali other warranties, express or implied, and GCP shall have no obligation or liability under Section 7 "Warranties; Limitations" or otherwise with respect to the Hardware. Seetion 10. Changes. The Municipality may at any time request changes in the scope of this contract. Moreover, GCP may suggest changes. Where changes are agreed to by the parties, GCP shall issue' a Change Order for the Municipality's review and. signature describing the changes as well as the adjustments in schedule and fees occasioned by the changes in scope. GCP shall not be required to implement any change until the Municipality has signed and returned the Change Order. Section 11. Notices. All notices and other Communications which are required or permitted to bc given pursuant to this contract shall be in writing and shall be delivered either personally, by 4 facsimile, by reputable overnight courier or by registered or certified mail and shall be deemed effdctively received (i) if delivered in person, on the date of such delivery, (ii) if transmitted by facsimile, on the date indicated on the sender'g receipt of confirmation, (iff) if delivered by overmgkt courier; on the next business day following deposit thereof with such overnight courier, or (iv) J/sent by mail;upon the third business day following the depos/t thereof; postage prepaid to the party to be notified at such party's address as set forth below: If to the Municipality, to: Town of Southold PO Box 1179 Southold, NY 11971 Attention: Elizabeth A. Neville, Clerk FAX No: (631) 765-6145 If to GCP, to: General Code Publishers Corp. 72 Hinchey Road Rochester, NY 14624 Attention: Lyle Kitt, Vice President FAXNo.: (716) 328-8189 or to such other address or inc[ividual as either party shall have theretofore designated. Section 12. Force Majeure. If any performance b3~ any party shall be prevented, hindered or delayed by reason of any cause beyond the reasonable control of such party (such event being hereafter called an "event"), including, without limitation, acts of God, riots, fires, floods, unusually severe weather, curtailment or termination of sources or supplies of energy or power, inability to obtain or delay in obtaining materials or supplies, strikes or other disputes involving such party or its subcontractors or suppliers, acts of war, insurrection, civil unrest, riot or disorder, acts of governmental authorities, changes in law or regulation, or any other cause beyond the reasonable control of such party, whether similar or dissimilar to those expressed hereinabove, such party shall be excused from performance to the extent that its performance is so prevented, hindered or delayed. Such excuse from performance shall extend so long as the event continues to prevent, hinder or delay the performance by such party. The party whose performance is affected shall give the other parties notice witliin 15 days of the evcmt specifying the event, the performance affected and the anticipated date, if any, performance can be made. Section 13. Disclaimer of Association. This contract shall not be construed as creating a partnership, joint venture, agency or any other association which would impose upon one party liability for the acts or omission of the other, and neither party shall have the right to bind the other. Section 14. No Waiver. Any failure by either party hereto to enforce at any t~,e any t'erm or condition under this contract shall not be considered a waiver of that party s fight'thereafter to enforce each an~ every term and condition of this contract. Section 15. Entire Contract; Amendment. This contract shall constitute the entire contract betwean GCP and the Municipality for the services des~cribed kereu~der; and it shall not be amended, altered or changed, except by a written amendment ~signed by both ~arfies hereto or by Change Order as. set forth Section .10. In ~o event ~sh/tI[itransacfions h~reunder be subject to any affirmation Of fact or Pmm~se wl~icll relates t0 thee app~cafiofi, performance or description of the sera-ices unless such affirmation 6f. fa& or prom/se is in writing and signed by both parties. A~-~y erms anr[ condi!~ons o~'any purchas~ order or other fom or documem ~ssued by the M~atity, irr~peeti~e o~thei~ matefi~ity, wh/ch are'eithe~ dlffer~t from, or additii~nal to, the ter ns a id co ti ] 1.4'eq p 'c~cd herein~ are obj~ted ~ and are excluded unless expressly a,.-,rcc'd to Ill ~, !'il ii .'2- b_~ Section 16. Mutual Contract. This contract embodies the arm's-length negotiation and mutual contract betwee~i the parties hereto an6 shall not be construed against any party as having been drafted by it. Section 17. Counterparts. This contract may be executed in one or more counterparts, each of which shall be deemed an original, but al/of which together §hall constitute one and the same contract. Section 18. Effectiveness; Binding Effect. This contract shall become effective as to each party hereto when and only when this contract shall have been executed by such party; provided, however, that this contract shall be null and void ab initio as to each party hereto in the event that both parties hereto shall not have execared this contract within 30 days of the date upon which one party hereto shall have executed this contract. 6 GCP HEREBY CERTIFIES that thare is no intermediary involved between the parties and that there are no state or'federal taxes included in any of the above charges. 1N WITNESS WHEREOF, both GCP and the authorized representative of the Municipality have hereunto set their official signatures, at which time this contract shall take full foree and effect, TOWN OF SOUTltOLD, NEW YORK Title:-SouIhold Town Supervisor Date: .hmo fi, 7{101, In the. Presenco ot5~~, ~ Title: Southold Town Clerk Date: June 6- 2001 GENERAL CODE PUBLISHERS CORP. By: Title: O at : In the Presence off ( Date: ~/~9-~ ',-~/ Compulink Management Center, Inc. License Agreement Tb/s is a legal agreement between you. the end nset, and Compuliuk Management Center, Inc. ("Compnlink")~ The enclosedC.omputink software pragram/"SOFTV~ARE") is licensed by Compnlink to the original ensmmer and any subsequent transferee of the product for use only on the ferms Set forth here. ~ Please read this license agreement. By installing, copying, or otherwise using the SOFTWARE, you accept these terms. If you do not agree to ,these terms, DO. NOT INSTALL OR USE ~ SOFR'WARE; you may, however, remm the unopened envelope containing the snftwme together with all accompany/ng w~dtten materials, packaging and proof ofpurchage to your software dealer within 30 (thirty) days of the original date of purchasd fo~ a f~ refund. I. GRANT OF l~CENSl~..~is Compulink product contains some or ail ~f the following types of so frware:?'SERVER gOt~.TWARE that provides services on ~ enmpater caller[ a server and:' CL., IE~ SOFTWARe' ftm~ altow~ · cmpnter or ~'orkstafion m 'access or utilize the serm'ces ,provide~ ~y the Server Softwure~ Cbmpnlink grants to yon the following rights tothe Server Software and the Client Software ~Oolle¢fi;vely called the "SOFTWARE "): The CD or diskette(s) on wt~h the SOFTWARE resides may contain several copies of the SERVER SOFTWARE, each of which is compatible with differem operating systems.,Yon may install the SERVER SOFTWARE fur us~ with only one of those operating s~ystems 0t any given time. You may install one copy of the SERVER SOFTWARE on a singJe computer (the computer running the SERVER SOFTWARE shall be referred to as the "SERVER"). You may/nsmlt the CLIENT SOFIlVARE on any computer or workstation. You may use one copy of the SERVER SOFTWARE on one SERVE1L The amy. imm number of computers or.workstations that may be connected to, access or otherwise utilize the services of the Server at a given point in time is equal to the number of Chent Licenses that you have acqmred and designated for use exclusively with that Server. The number of anthorized licenses is shown on the Licensing Disk accompanying the SOFTWARE. If you desire to increase the number of Client compmers connected to, have access to, or otherwise atilize the services of the server you must purchase additional connection licenses. Please contact the Company fer further information. Il COPYRIGHT. The SOFTWARE is owned by Compulink and is protected by United Stares copyright laws and Iutematianal treaty provisions. You must treat the SOFTWARE like any o~er copyrighted material except you may install the SOFTWARE on a single computer provided you keep the original solely for backup or archivaI purposes. You may not copy the printed materials accompanying the SOFTWARE. HI. OTHER RESTRICTIONS. You may not subllcense, assign, loan, rent or lease the SOFTWARE, but you may transfer the SOFTWARE, and accompanying written materials on a permanent basis, provided you reufm no copies and the recipient agrees to the terms of this agreement. You may nm reverse engineer, decompile, disassemble, or created derivative works from the SOFTWARE. IV. LIMITATION OF WARRANTY ON MEDIA. the media (not SOFTWARE) is warranted to the original purchaser against defects in material and workmanship for a period of three (3) months from the date of original purchase. Defective media will be replaced when it is returned postage prepaid with a copy of the purchase receipt to Compnlink V. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OK OTHERWISE, SHALL COMPULINK, ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OK ANY OTHER PERSON FOR ANY/iNDIRECT, SPECIAL, INCII)ENTAL, OR CONSEQUENTIAL DAMAGES WI-IATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION. OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF TItE USE OR INABILITY TO USE THE SOFTWARE OR PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES EVEN IF COMPULINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPULINK BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT COMPULINK RECEIVED FROM YOU FOR A LICENSE TO TI:IE SOFTWARE. SOME/UI~ISDI~NS DO NOYr ALLOW TgE EXCLUSION OR LIMITA-TION OF INCIDENTAL OR'CONSEQUENtIAL DAMAGES. SO THE ABOVE LIMiTATION MAY NOT APPLY TO' YOU. VI U.S. Government Restricted ~ights. Use, duplication, or d/selosnse by the United States Government is subject to restrictions as set forth m FAR 52.227-14 (June 1987), Alternate llI(g)(3)(June 1987), FAR 52.227.19 (June 1987), or DFARS 52.227-7013.(g)(1)(ii)(inne 1988), as appllcable~ Contractor/Manufacturer is Compulink Management Center, Inc., 20000 Mariner Avenue, To~ance, Culiforn/a 90503. VII. GENERAL. If any provisio~ of the agreement is found to be unlawful, void. or unenforceable, then tha~ provision shall be severed from this agreemant and will not affect the validity and enforceability of any of the remaining provis~ous. This licanse agreemc~nt ctmmins the sole and exclusive agreement between you and Compul/nk relating m its subject matter. It shall not be modified or amended in any way by any purchase order or other document issued by you, but may be emended only by a writing signed by both you and Compnl/nk and specifically referring to it. This agreement will be governed by the Laws of the State of Cal/fomia, except for that body of the law dealing with conflicts of law. The headings are for convenience only and are not to be used to interpret this agreement. Should you have any questions concerning this agrecnnent, or if you desire to contact Compulink for any reason, please write: Compnlink Managoment Center, Inc.; 20000 Mariner Ave, Torrance, California 90503. (c) 1997 Compulink Management Center, Inc.