HomeMy WebLinkAboutHTE VAR, LLC
Southold Town Board - Letter
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Board Meeting of January 29, 2008
RESOLUTION 2008-143
ADOPTED
Item #
DOC ID: 3567
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2008-143 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JANUARY 29, 2008:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute the Services Aereement between the Town of
Southold and HTE V AR. LLC in connection with upgrading three server operating systems
for Town Hall and the Police Department, subject to the approval of the Town Attorney.
,rrtr~~o."Qt~'U,
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: William Ruland, Councilman
SECONDER: Louisa P. Evans, Justice
AYES: Ruland, Orlando, Krupski Jr., Wickham, Evans
ABSENT: Scott Russell
Generated January 30, 2008
Page 35
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HTE V AR Services Agreement
Proiect DescriDtion
HTE VAR
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HTE VAR, L.L.C. (We) agree to provide Services described in a Section 2 below under the terms of this Agreement. You are
responsible for project management and for any results achieved, unless specified otherwise in the Statement of Work. We do
not provide Services under the terms of your purchase order.
Services are provided and billed either on an hourly ("Hourly Services") or on a fixed-price ("Fixed-Price Services") basis.
For Hourly Services, the Statement of Work specifies the hourly rate, the estimated hours and estimated expenses required to
complete the project. This estimate is not a fixed-price commitment. Charges will equal the actual hours worked times the
hourly rate, plus actual expenses and applicable sales taxes.
For Fixed-Price Services, the Statement of Work specifies the fixed-price and estimated expenses. This expense estimate is
not a fixed-price commitment. Charges will equal the fixed-price plus actual expenses and applicable sales taxes.
Project Name: OS Upgrade
Fixed-Price Services Including Travel $7.695.00 Invoiced Upon Project Start (1 onsite trip)
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Estimated Start Date: TBD
End Date:
Services: see SOW
This Project Description, the Additional Terms on page 2, the completion form on page 3 and Scope of Work on pages 4-5 form
our complete agreement (the "Agreement") regarding these Services and replace any prior oral or written communication
between us. By signing below, both of us agree to these terms.
Agreed to:
Town of Sou/hold
53095 Main Rd
P.O. Box 1179
Peconic, NY 1197~
By: ~g-<<t1"()''''
, Authorized Signature
Name (print); Scat t A. Rus s e 11
Agreed to:
HTE VAR, LLC
Title:
Supervisor
Title:
Authorized Signature
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Name (print); ~Ifr1J4S~..f'
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Date: December /1, 2007
Date:
Agreement Number:
2007111401LB
1275395v2
HTE V AR Services Agreement
Additional Terms
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Billing
For Hourly Services, the minimum billing increment is fifteen (15) minutes. However, there will be a one-hour minimum for each day in which
Services are provided on-site and a fifteen (15) minute minimum for each day in which Services are provided by telephone. We may increase
our hourly billing rate and minimums by giving you three (3) months' written notice.
Hourly Services are invoiced weekly as the work progresses. Fixed-Price Services are invoiced as specified in the Statement of Work. Travel
and other expenses are invoiced weekly using IRS mileage allowances for automobile transportation and actual cost for all other expenses.
Charges for Services and expenses are due within 30 days from the invoice date.
You agree to pay applicable sales taxes or supply exemption documentation.
Project Completion and/or Termination
Hourly Services will end when we provide the estimated number of hours or upon the estimated project end date unless you authorize
additional hours or an extension of the end date. In the evellt that additional hours are not authorized for incomplete project which is provided
on an Hourly Services basis, we do not warrant that the Services will be completed. Fixed-Price Services will end when the tasks described in
the Statement of Work are complete.
Either party may terminate this Agreement on written notice to the other if the other breaches any material provision of this Agreement,
including nonpayment of any charges hereunder. Upon termination, we will stop our work in an orderly manner as soon as practical.
You agree to pay for all Services we provide, all materials (including programs, program listings, documentation, reports or other similar works
of authorship) we deliver and all expenses we incur through the project's termination, including charges we incur in terminating subcontracts.
Customer Obligation
You agree to provide us reasonable access to the premises where Services will be provided during your business hours. You will also provide
other onsite cooperation and assistance as may be reasonably requested by us. You agree to sign and deliver to us the Acknowledgment of
Completion of Services when the tasks described in the Statement of Work are complete, or when we have provided the estimated number of
hours of Services for Hourly Services (unless additional hours are authorized), whichever comes first.
Subcontractors
We have the right to subcontract any part of the Services to a third party as we deem appropriate, provided that we will remain ultimately
responsible for the Services, subject to the terms of this Agreement.
Changes to Statements of Work
The Statement of Work may only be changed by a written Change Authorization signed by both of us. The terms of the Change Authorization
will prevail over those of the Project Description, the Statement of Work and any previous Change Authorizations.
Warranty
We warrant that we perform Services using reasonable care and skill in accordance with recognized standards in the industry. WE DO NOT
PROVIDE ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant
uninterrupted or error free operation of any Service.
limitation of Liability
In the event that you are entitled to recover damages from us, in each instance, regardless of the basis on which you are entitled to claim
damages from us, we are liable only for an amount no greater than the sum of all payments you have made to us. This limit also applies to
liabilities of any of our subcontractors. It is the maximum for which we and our subcontractors are collectively responsible. Under no
circumstances are we or our subcontractors responsible to you or third parties for 1) loss of, or damage to, your records or data; or
2) special, Incidental, consequential or other Indirect damages (including lost profits or savings), even if we are informed of their
pOSSibility.
Disputes
The laws of the State of Georgia govern this Agreement. Any controversy or claim rising out of or relating to this Agreement, or the breach of
this Agreement, shall be set1led by arbitration in accordance with the rules of the American Arbitration Association at a hearing in Atlanta,
Georgia. A judgment of a court having jurisdiction may be entered upon the arbitrator's award. The prevailing party, in addition to all
recoveries, is entitled to recover from the other party reasonable expenses (including attorney fees) relevant to the claim.
Agreement Number: 2007111401LB
1275395v2
2
HTE V AR Services Agreement
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HTE VAR
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Acknowledgement of Completion of Services
Customer hereby acknowledges that the Services required to be provided under Services Agreement No.
~2007111401 LB_ have been completed, and such Services are hereby accepted.
Town of Southold
By: .1(1 ;2J--
Name: L /.'1;) 1/ ;(t-75cN"f!Jr:-Yl&-
Title:);tllAAll.0 c,""'~ f'1~ Jl"""" AdM' 11011--.
Date: I h.~/~l,
/ I
1275395\!2
3
HTE V AR Services Agreement
HTE VAR
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Customer
I Town of Southold
Service Title
I OS Upgrade - iSeries
Service Ob.ective / Pur ose
Town of South old has 3 model 9406-520 iSeries machines that currently have OS V5R3. A HTE V AR Systems Engineer will travel onsite to
u rade the iSeries 0 eratin s stem from V5R3 to V5R4.
Service Phases
Phase 1 : Project Planning
Phase Ob.ectives
. Prepare for the operating system upgrade. Determine the pre-requisites, deliverables
and create onsite documents.
. U rade the 0 eratin s stem from V5R3 to V5R4
Phase 2: iSeries OS Upgrade
Phase 1 : Project Planning
HTE V AR Res onsibilities
. Order operating system V5R4
. Order the latest cumulative PTF package for V5R4
. Oversee project to completion
. Be the main point of contact for the customer
. Ensure timelines and budgets are met
. Review expectations of the project
Customer Res onsibilities
. Verify arrival of operation system software and PTFs
. Return signed documents to HTE VAR before project kick-off
Deliverable
Scope of Work
Rack Configuration
Descri tion
Detailed ste s of work to be com leted
List of s stem resources
Phase 1 Completion Criteria
t This phase is ongoing and will be complete once HTE VAR receives the signed copy of the Acknowledgement of Completion form from the
Town of South hold
Agreement Number: 2007111401LB
Phase 2: iSeries OS Upgrade
1275395v2
".
4
HTE V AR Services Agreement
HTE v AR Res onsibilities
. Verify the optical media for Licensed Internal Code
. Temporarily apply PTFs from the Prepare for install PTFs for
V5R4
. Install license internal code
,. Load new OS Software i
!. Verify completion of upgrade " I
. Install the most current cumulative PTF package
. Apply any PTF groups
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Deliverable
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Description
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HTE VAR
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Customer Res onsibilities
. Provide a single point of contact for the duration of the project
. Provide Administrator access to any system required
for the completion of this project
. Confirm arrival of the new operating system
. Verify any and/or vendor applications upward compatibility to
software level V5R4.
Provided By
i N/A
Phase Com letion Criteria
. Installed OS/400 and applicable PTFs on your designated AS/400 System i Machines 9406-520 sn 7F14E ; 9406-520 sn 4AA9B ; and
9406-520 sn 643EA
. Verified our AS/400 S stem i Machines are 0 erational
Assumptions
The followina assumDtions were made to create this SOW:
o All skill set requirements for HTE VAR resources are based on currently available information, as documented
o in this SOW;
o Customer will provide HTE VAR project staff with adequate workspace, including office desk, access to
o telephone, copier, fax, conference room, and printing facilities;
o Customer will provide HTE VAR project staff with customer's standard desktop workstation for office related
o work and network access to the Internet;
o Customer will assign a Project Manager for the duration of this engagement;
o HTE V AR project work will be performed at Customer's location or remotely.
o The engagement will begin up to two weeks after receipt of a valid purchase order and signed agreement, or at
o on another, mutually acceptable date.
o Should any of these assumptions prove to be incorrect or incomplete, HTE VAR reserves the right to modify the rates
o or schedules described in this SOW.
Agreement Number: 2007111401 LB
1275395v2
5