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Home My WebLink AboutSPS VAR, LLC (2)RESOLUTION 2010-556 ADOPTED DOC ID: 6047 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2010-556 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JULY 27, 2010: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Services Agreement and Statement of Work between the Town of Southoid and SPS VAR~ L.L.C. in connection with upgrading three server operating systems, at a cost not to exceed $1,200.00 for travel and living expenses, and a fixed cost of $7,750.00, subject to the approval of thc Town Attorney, Budget Line A. 1680.2.500.400. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Albert Krupski Jr., Councilman SECONDER: Vincent Orlando, Councilman AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell SPS VAR Services Agreement and Statement of Work Prelect Deecril)tlon: OS u~)orade 5.4 to 6.1 SPS VAR, LLC. (We) agree to provide Services described in a Statement of Work below or in an Attachment to our Customer (You) 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 houm 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. Statement of Work Project Name: OS uoarade 5.4 to 6.1 for serial numbers: 7F14E~ 4AA9B~ 643EA [] Hourly Services: __ Hours x $ per Hour = Estimated Total Charges OR [] Fixed-Price Services: $7.750.00 Invoiced Upon Product Start Estimated Expenses: $ 1200.00 Travel & Living (not to exceed - will be billed at actual) Estimated Start Date: End Date: Services: Apply PTFs to analyze system for V6R1 readiness; Review report to verify that system Is V6R1 ready; Perform full system save; Upgrade LIC and OS to V6R1 ;Load and apply CuTe and group PTFs; Convert objects to V6R1 format; Perform full system save This Project Description, the Statement of Work and the Additional Terms on page 2 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: Agreed to: Southold Police Department SPS VAR, L.LC. 41405 Route 25 3168 MeTer University Dr. Peconic, NY 11958 ,' · / Suite 200 -"/~c,,J~'t ~=,'-~ ..~, C,*-"('"~ ~ ~ Chamblee, GA 30341 By: .-~/~~--~'~ By: ~ Aut-horiL/ed Signature Authorized Signature Name (print): _~"¢L,~-~-~-'~ /'~-, /K'~c.4j'".~'f'~/f Name (print): Title: _ <)'-L.~.~7'E-~ ~/~..,f' C) ~ Title: Date: %J ~/~/~3 Date: Agreement Number: 201007t§-SA-DV01 SPS VAR Services Agreement and Statement of Work Additional Terms 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. Hourry 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 15 days from the invoice date..am~g:,',c. ~--~, d:;c. ...... ~=""* t? ~ !'~to ......... _.~J~r~f -~.3% ~,,;; month. You agree to pay accordingly. 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 event that additional hours are not authorized for incemplete project which is provided on an Hourly Services basis, we dc 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 wili 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 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 pedorm 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 settled 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, SPS VAR Services Agreement and Statement of Work Acknowledgement of Completion of Services Customer hereby acknowledges that the Services required to be provided under Services Agreement Number: 20100715-SA-DV01 have been completed, and such Services are hereby accepted, Company: Name: Title: Date: