HomeMy WebLinkAboutBusiness Automation Services, Inc - Tax Receiver~~ ,~ar~~
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RESOLUTION 2008-652
ADOPTED
DOC ID: 4030
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2008-652 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JULY 1, 2008:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Suuervisor Scott A. Russell to execute the Software Purchase and Services Agreement
between the Town of Southold and Business Automation Services, Inc. in connection with
the tax collection software upgrade, subject to the approval of the Town Attorney.
~ ~ ~
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Albert Krupski Jr., Councilman
SECONDER: William Ruland, Councilman
AYES: Ruland, Orlando, Krupski Jr., Wickham, Evans, Russell
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RESOLUTION 2008-652
ADOPTED
DOC ID: 4030
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2008-652 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JULY 1, 2008:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Suaervisor Scott A. Russell to execute the Software Purchase and Services Aereement
between the Town of Southold and Business Automation Services. Inc. in connection with
the tax collection software upgrade, subject to the approval of the Town Attorney.
~Q
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Albert Krupski Jr., Councilman
SECONDER: William Ruland, Councilman
AYES: Ruland, Orlando, Krupski Jr., Wickham, Evans, Russell
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ORIGINAL
SOFTWARE PURCHASE AND SERVICES AGREEMENT
AGREEMENT made this 8th day of July, 2008 by and between BUSINESS AUTOMATION
SERVICES, INC., hereinafter "LICENSOR" with its principal place of business at 636 Plank Road, Suite
207, Clifton Pazk, New York 12065 and the TOWN OF SOUTHOLD, hereinafter "LICENSEE" with its
principal offices at 53095 Main Street, Southold, NY 11971.
WHEREAS, LICENSEE desires to purchase a software upgrade owned by LICENSOR, to
engage LICENSOR to modify said application software upgrade to meet LICENSEE'S specific
requirements, to purchase related implementation services and Internet Tax Software; and
WHEREAS, LICENSOR desires to license said software upgrade to LICENSEE, to perform certain
modifications to the application software to meet LICENSEE'S specific requirements and provide all
related services referenced above;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as
follows:
1.THE SOFTWARE SYSTEM
1_1 Definition of the S stem
LICENSOR agrees to supply to LICENSEE the "iTax" software upgrade hereinafter the
"SYSTEM") which is described in Attachments A & B. LICENSEE agrees to pay for the
System in accordance with the terms and conditions hereinafter set forth. The System shall
consist of the Licensed Software and the Modifications as those terms are hereinafter defined as
well as annual software support & maintenance.
2. THE LICENSED SOFTWARE
2.1 License
LICENSOR hereby grants to LICENSEE a license in perpetuity to use the LICENSOR'S System
per the terms and conditions set forth in the Licensor's Softwaze License Agreement contained in
Attachment C.
2.2 Modifications
LICENSOR agrees to include in the System all custom softwaze modifications previously
developed in the Access based tax software currently in use by the LICENSEE as well as the
additional modifications needed to meet the Suffolk County requirements.
3. IMPLEMENTATION SCIIEDULE & COSTS
This project will be implemented in three phases as shown in Attachment A:
Phase I will be operational by 12/1/2009 and will include
the following developmental milestones:
- beta release by 8/1/09
- acceptance testing 8/1 - 9/30/09
- final beta release 10/1/09
- final testing 10/1 - 11/30/09
Phase II will be operational by 1/1/2010
Phase III will be operational by 5/1/2010.
4. PAYMENT PLAN
An installment payment plan for the Phase I cost of $42,000 is as follows:
Down Payment of $10,500 to be received by: 7/18/08
Six Quarterly Payments of $5,250 to be received by:
9/30/08; 12/31/08; 3/31/09; 6/30/09; 9/30/09; 12/31/09
Payment for Phase I Implementation Services and Phase II will be due after installation and
training has been completed.
5. TERMINATION
The LICENSEE, upon 30 days written notice to LICENSOR, may terminate the Annual
Software Support & Maintenance Services/Fee and/or the Annual Internet Hosting Services/Fee
specified at the bottom of Attachment A.
6. GENERAL
6.1 Force Maieure
The parties hereto shall not be responsible for any failure or delay in the performance of any
obligations hereunder caused by acts of God, flood, fire, war or public enemy.
6.2 Notices and Requests
All notices and request in connection with this Agreement shall be given or made upon the
respective parties in writing and by depositing in the U.S. Mails addressed to the party at the
address set forth herein or to such other address as the party to receive the notice or request so
designates by written notice to the other. All notices and requests shall be deemed as given as
of the day of receipt by the respective party.
6_3 Entire Agreement
Each Party aclmowledges that it has read this Agreement, understands it, and agrees to be
bound by its terms and further agrees that it is the complete and exclusive statement of the
agreement between the parties, which supersedes and merges all prior proposals,
understandings and all other agreements, oral and written between the parties relating to the
•
subject matter of this Agreement. The Agreement may not be modified or altered except by a
written instrument duly executed by both parties.
6_4 New York Law
This Agreement shall be governed by and construed in accordance with the laws of the State of
New York.. Any and all proceedings relating to the subject matter hereof shall be commenced
in the State or the Federal district court of appropriate jurisdiction with venue in Albany or
Saratoga County, New York
6.5 Inforceability
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
6.6 No Waiver
The Failure of either party to exercise in any respect any rights provided for herein shall not be
deemed a waiver of any right hereunder.
6_7 Assignment
This Agreement and the rights and duties hereunder shall not be assignable by the parties
hereto except upon written consent of the other.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement, the date and year
first written above by their duly authorized representatives.
LICENSEE
TOWN OF SO OLD
By
LICENSOR
BUSINESS AUTOMATION SERVICES, INC
BySe ~°. ~~"'~
Scott A. Russell
Supervisor
Julyf 7, 2008
Date
Georee L. Vitti. President
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/'Transforming the way government works"
636 Plank Road • Suke 207 Clifton Park • New Vork •12065 • Phone 578-371-6869
Attachment A
TOWN OF SOUTHOLD
TAX SYSTEM QUOTATION
PHASE I:
TAX COLLECTION UPGRADE TO BAS iTax /SQL SYSTEM $ 42,000
*includes all custom software
modifications previously developed
for current Access system in use plus the Phase III
Suffolk County requirements noted below.
Implementation Services 2,gg0
*software configuration, installation
and on-site training (excluding travel expenses
which will be billed separately)
TOTAL PHASE I $ g4,gg0
PHASE 11:
INTERNET TAX SOFTWARE $ 4,800
*on-line tax bills & payment posting
*credit card & electronic check payments (by residents)
*includes software configuration, installation,
systems integration, training and 1~` year
hosting/support fees
PHASE III:
SUFFOLK COUNTY Requirements N/C
*tax paid/unpaid export file
*tax roll book
TOTAL INVESTMENT $ 49,680
NOTE: The Annual Software Support & Maintenance Fee for the Phase I Upgrade
will be $3,850/year effective 1/1/2010.
518-371-8207
The Internet hosting fee will be $1,500 per year for subsequent years beginning 1/1/2011
:-~N,e~~` T3
iTax~Collection~System
Works independently or in conjunction with the Real Property System (RPS) from the
NYS Office of Real Property Services. The system allows retrieval of property data
by bill number, owner's name, address or SBL # (section, block, lot).
The major features of this system include:
» easy to use, multi-tasking user interface
» full audit trail of all financial transactions and warrant changes
» efficient high speed posting of payments including optional use of bar codes
» post entire bank payments as easily as a single payment
» produces detail/summary reports of transactions by batch, date, or all-inclusive
» calculates payments and fees for full and partial payments
» provides instant lookup of tax bill status including full history of prior seasons
» advanced search allows the retrieval of taxbills by almost any criteria
» prints Reminder Notice of Unpaid Tax for mailing to delinquent taxpayers
» prints "memo bills" and receipts in full "Taxpayer Bill of Rights/STAR" style
» handles bill reapportionments and adjustments
» imports from and exports to county tax agencies & private tax service organizations
(First American, etc.) via diskette or a-mail
» tracks all payment information including payment type, additional charges, and how
payment was received (in person or through the mail)
» end of season electronic transfer to county via diskette or a-mail
» advanced user security allows granting or denying any user access to any section of the
system
» web enabled "data layer" for interfacing to Internet web sites (additional services
required)
» automatic system updates (requires Internet access)
This system is available in either single-user or network versions
for operation with Windows 2000 PRO or XP PRO
Business Automation Services Inc
636 Plank Road, Suite 207
Clifton Park, NY 12065
(518)371-6869
"Transforming the way government works "
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SOF7IVARF. LICENSE,\CREENFNT ~'°` _ - - -
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Business:\ummation Servi c Inc t°B\S°y Svstems
I. License
I.I BAS grants to Customer, subject to the terms and conditions in this Agreement, a nonexclusive, non-transferable, perpetual license to use
the proprietary computer soltsvare programs and related materials (Systems) described in the Schedule of Systems (hereinafter rcferted to az Ne
"Schedule") az listed in the Customer's latest annual invoice 5latement
1.2 The Customer shall have the right to use the Systems solely for its own internal operation, and shall not assign or attempt to transfer the
Systems to any other parry.
1.3 The Customer may make sufficient copies of Btc Systems for backup purposes.
1.4 Annual Solhvare Support and Maintenance charges arc se[ forth on Ne Schedule. (Original purchaze price is invoiced separately.)
2. Sunnort Services
2.1 1( Nc Systems do no[ perform in accordance with the warranty set out in Paragraph 3.2, BAS will provide ertor maintenance at no
additional charge. Error maintenance will 6e provided in a reasonable manner consistent with the nature of the cnor.
2.2 Customer agrees to monitor the performance of the Systems and to provide backup operations for the data and BAS Software, to protect
itself from loss due to any error conditions.
2.3 BAS wilt provide unlimited telephone support for the Systems to the Customer during its normal business houn (9:00 a.m.-5:00 p.m.).
Emergency support, after normal business hours, is available Monday-Sunday including holidays, by calling the BAS main office telephone number.
2.4 From time to time BAS may modify or enhance the Systems which may result in new release (updates) of the Systems. BAS will
provide Customer updates as pan of the Annual Software Support and Maintenance charge az set forth on the Schedule. Customer agrees to install any
release within ten days of receipt. Failure to install anew release may result in billable services per 2.5 below. qn "update" is a modification to existing
source code that is considered by BAS to be ertor maintenance or an enhancement included az part of the Annual Software Support and Maintenance
charge. An "upgrade" is new software that replaces the Customer's Systems or a new software module that includes additional capabilities or features
mandated by New York State or the operating system vendor. An "upgrade" is not considered pan ofthe Annual Sofivare Support and Maintenance
charge and will be provided a[ a fee to be determined by BAS.
2.5 Any other support services required from BAS by the Customer (by way of example but not limited to training, data conversion, systems
analysis, custom software development, disaster recovery, technical hardvvardnenvorldoperatingsystem or general operations support) will be billable as
per BAS's Professional Rate Schedule but which is subject to update or adjustment from time m time during the teen of this Agreement If the Customer
should need such services at any time, BA$ will provide the Customer with a copy of the Professional Rate Schedule then in effect.
3. R'arrsnties
3.1 BAS warrants that it has the right to grant a license for use of the Systems.
3.2 BAS warrants that the Systems will wnform with the functionality described in the Systems' promotional maerials or user inswctians
which will be provided to the Customer, at no additional charge, by BAS at the time of Systems delivery. This wartanty is void if the Systems' error or
malfunction is caused by machine malfunction, by Systems' modification not made by BAS, or by incorrect data or procedures used by Customer's
personnel, or if Customer fails to install the current release of any of the Systems provided to Customer under Paragraph 2.4.
1) THE CORRECTION OF TH SYSTEM SO THAT IT PERFORh S ASEVARRANTED (COIRRECT[ON WILL BE BY ERROR
MAINTENANCE UNDER PARAGRAPH 2.1 WHICH ~WY INCLUDE THE REPAIR OR REPLACEMENT OF THE SYSTEM) OR 2) IF,
AFTER REPEATED EFFORTS, BAS DETERMINES THAT IT IS UNABLE TO MAKE THE SYSTEM PERFORM AS WARRANTED,
CUSTOMER IS ENTITLED TO RECOVER DAMAGES SUBJECT TO THE LIhIlTAT1ONS SET FORTH IN PARAGRAPH 4.2.
3.3 BAS warrants Nat all Systems referenced under this Software License Agreemrnt and Schedule(s) are free from all coding, insWCtians
and other devices and methods which would allow BAS, without the consent of the Customer, to interrupt Nt Customer's use of the Systems in any
manner whatsoever.
4. Indemnities and Liabilities
4.1 In the event Nat a claim is brought against Customer alleging that the Systems constitute an infringement patent, copyright, or Vade secret,
BAS agrees to defend, at irs own expense, such claims and to indemnify and hold Customer harmless from any damages or casts intoned or awarded as
Ne result oC settlement orjudgmen[ against Customer, provided Customer gives BAS prompt written notice of the claim, allows BAS to control Ne
defense and settlement of the claim, and fully cooperates sviN BAS in defense and settlement BAS shall have no obligation wiN respect to any
infringement claim based upon Customer's modification of the Systems or its combination, operation, or programs not famished by BAS.
4.2 BAS'S LIABILITY TO CUSTOMER FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR OTHERWISE BUT NOT
INCLUDING AN INFRINGE\fENT CLAIhI, SHALL BE LIhII'fED TO THE Ab1OUNT PAID BY THE CUSTOMER FOR ANY SYSTEM
THAT CAUSES DAAIACES. IV NO EVENT SHALL BAS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL OR
CONSEQUENTIAL DAhIAGES OR LOST PROFITS OR ADDITIONAL EXPENSES OR COSTS, ARISING OUT OF OR RELATED TO
THIS SOFTIVARE LICENSE AGREEbIENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF THE LICENSOR HAS BEEN
ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANV DAMAGES
RESULTING FROIVt OR RELATED TO ANY FAILI'RE OF THE SOFTVARE PRODUCTS, INCLUDING, BUT \OT LIMITED TO LOSS
OF DATA, OR DELAY OF TIIE LICENSOR IN TIIE DELIVERY OF THE LICENSED PRODUCT OR IN TfIE PERFORMANCE OF
• SERVICES UNDER TIItS SOF'RVARE LICENSE AGREEMENT OR RELATED ACREEA1ENT5.
5. Prnnrietarv Information
3.1 The Customer acknowledges thaz the Systems constitute proprietary and confidential information of BAS and that the protection of this
information is of the highest importance. Customcr agrees to keep the Systems in strict confidence, to Iakc appropriate steps to ensure that persons
authorized to have access to the Systems shall refrain from any unauthorized reproduction or disclosure of the Systems, and to resvict access to and
display of the Systems to Customer personnel who need to accus or display the Systems to enable Customcr to use the Systems as contemplated by This
Agreement and who have been advised or and have agreed to neat the Systems in accordance with this paragraph.
5.2 The Customer agrees that the Systems and all topics and versions made by Customer arc and shall remain the sole property of BAS.
Customer agrees to include BAS's proprietary notice on all copies of the Systems, in whole or in pan, and in any form made by the Customer.
5.3 The obligations set forth in this Paragraph 5 shall survive the termination of this agreement.
6. Billinre and Payment
6.1 Annual Software Support and Maintenance shall be as set forth on the Schedule.
6.2 Upon installation of the System(s), the balance of all ices and charges is due within thirty days of receipt of final invoice.
6.3 If any of the Systems are not fully paid by the Customcr within sixty (60) days from the installation date, BAS may remove all Systems
and terminate this Agreement.
6.4 Sofhvare Support and Maintenance will normally be billtd annually, dte first month following the date of installation and is payable upon
receipt.
7, Effect of Aereement
7.1 This Agreement embodies the entire understanding between the parties with respect to the subject matter of this Agreement and except as
otherwise provided herein supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter. Except as otherwise
provided in this Agreement, BAS may amend the terms and conditions of [he Agreement by giving Customer a[ least 30 days prior written notice. Any
other amendment must be in writing and signed by both parties.
7.2 Use of any portion oCany of the BAS Systems wnstitutes acceptance of this agrcemrnt,.and this agreement becomes effective x•idt such
use.
8. General Provisions
8.1 This Agreement and any Claim arising out of this Agreement, out of the relationship created by this Agreement, or out of the activities
related to this Agreement, shall be governed by and constmed in accordance with the laws of the State of New York. The parties hereby agree that the
venue of any litigation arising out of this agrccmcn[ shall be in the County ofSaratoga, State of New York.
8.2 Any notice regarding default or termination of this Agreement shall be delivered by hand or sent by Certified Mail, return receipt
requested, to 636 Plank Road, Suite 207, Clifton Park, New York 12065, or to such other address as BAS shall provide by notice given in accordance with
this paragraph. All other notices may be sent by regular mail.
8.3 No waiver of any breach of this Agreement shall constitute a waiver of any other breach of the same or other provision of this Agreement.
No waiver shall be effective unless made in writing .
8.4 The Customer or BAS shall not transfer their rights or obligations under this Agreement without the prior written consent of the other
Party
8.5 This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
8.6 [n the event that BAS discontinues for any reason support of the software, the Customer will receive the complete databau source code
programs uud m compile the software; the rcfcreneed source wde will be provided either directly by BAS or its escrow agent upon written request. The
escrow agent is the law firm indicated below.
Pentlrowski, Pastore and Freestone
646 Plank Road, Suite 201
Clifton Park NY 12065
Att: David H. Pen0:owski