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HomeMy WebLinkAboutSPS VAR, LLCRESOLUTION 2010-908 ADOPTED DOC ID: 6369 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2010-908 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON NOVEMBER 16, 2010: RESOLVED that the Town Board of the Town of Southold hereby .authorizes and directs Supervisor Scott A. Russell to execute the two Services Agreements between the Town of Southold and SPS VAR~ LLC in connection with IBM I520 server hardware uogrades al the Police Department, at a cost not to exceed $835.00 for each Agreement, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Scott Russell SECONDER: Christopher Talbot, Councilman AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell rev November 12, 2010 Quote valid until 12/12/10 SPS VAR, L.L.C Proposal For City of Southold, NY Server Capacity (7F14E) upgrade - Installation Services Dino Vlachos SPS VAR, L.L.C. 770 216-4426 dino.vlachos@spsvar.com SPS VAR, L.L.C. 3168 Mercer University Dr. Suite 200 Atlanta, GA 30341 www. SPSvar.com These prices are for your information only and are subject to change. Tax not included. 1 rev November 12, 2010 Quote valid until 12/12/10 Configuration Summary: Server Capacity (7F14E) upgrade: Installation services (to be done remotely) $ 835.00 Purchase Price: $835.00 These prices are for your information only and are subject to change. Tax not included. 2 rev November 12, 2010 Quote valid until 12/12/10 PAYMENT SCHEDULE SPS VAR's standard payment terms listed below are defined in two steps. 50% At time of execution of contracts 50% At completion of on-site installation The initial payment invoiced at the signing of the SPS VAR Product Agreements and upon receipt of pumhase order enables SPS VAR to purchase necessary hardware and fund on-site expenses. The second payment invoiced at the completion of the on-site installation. The warranty period begins on the date of System Installation. The System will be considered installed 10 days after arrival. Sales Tax or any other applicable taxes are not included in any of this proposal's pricing information. If sales tax or any other tax becomes applicable, these taxes will then need to be added to the proposed pricing. ADDITIONAL INFORMATION Time-and-Materials Billing Rates: SPS VAR, L.LC. will provide custom programming and non-warranty maintenance customer support on a time-and-materials basis. Requested design, programming, testing, documentation, implementation work and customer support will be done at $195.00 per hour. Additional training and On-site Support: If additional on-site training is required, it will be provided ether on a time-and-materials basis ($195.00 per hour) plus actual expenses or $1,200.00.per day plus actual expenses. Travel and Out-of-Pocket Expenses: theAll traveIBase andsystemaSSociatedprice. ~JoaceXpensesd,~40:~l~,f~J(,f°r the on-site~ installationl~. ~ ~l~glw°rk during~o~.o~.,~the initial setup are not included in ,.~.,..~,~ Performance and Sizing: Performance and sizing are estimates only. SPS VAR does not guarantee performance. Prices: Prices are subject to change. Tax not included. These prices are for your information only and are subject to change. Tax not included. 3 Project Description SPS VAR Services Agreement 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. F~or J3~ourly Se~ice~ the ~tateme~t of ~ork spe~,fies I~e hou'~/rate,~he estimated ho[irs and '~,stimate~, exp~nses ~qu~d~o ~ c~,mpl~e the I~ojec~ Thi~estim~e is hOt a fixe~-pric~ comrr~ment.~.Chargc~, will e(~al the ~ctual h(~rs ~rked\timel~ t~fe ho~'ly hate, prus~ctuN, expeh~es arf~ appil~ble sal~s tax'es. -- ~- -- -- _..,..-- 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: caPacity unorade [] Hourly Services: OR Statement of Work __ Hours x $.__ per Hour = [] Fixed-Price Services: $ 835.00 Invoiced Upon Product Start Estimated Expenses: $ 0_g_ Travel & Living (will be done remotely) Estimated Start Date: TBD End Date: TBD Services: Remote installation of 4 hard drives in 9406-520 serial # 7F14E Estimated Total Charges 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, beth of us agree to these terms. Agreed to: (Customer legal name & address) Agreed to: Town of Southold, NY 53095 Route 25 P.O. Box 1179 Southold, New York 11971 SPS VAR, LLC 3168 Mercer University Dr Suite 200 Chamblee, GA 30341 By:~ By: Name (print): ,,~ ./~'- /'~(,~.5'r5''~-~ [ ( Name (print):. Title: ~~ ~;~ 0 ~ Title: Date: [ I ~ ~-- [ 0 Date:. Authorized Signature Agreement Number: 20101112-SA-DV0f 1275395v2 SPS VAR Services Agreement Additional Terms Billing '~o~.tour[~ Se~ices,~[he t~inirt~um ~,irling~incre~nen~.is fifteen (1~) minut~[s. ~owever,~ere will b'~a one-~l~ur n~nimum~l[or ee~i~h ~y i~wh~j~h ~ St[rv~es ~e p~ovided~n-s~e a~d a ~fleel~ (15)~11ini~e mi~mum~or eac~day~n which ~rvices ar~.providd~y 'f~(~phon~ W~.m~/in~se oui~o~rly I~in~ate ah~d mk~imd~s b~,,giv~ yo~hr~3)~.onth~ritten~ti~.. ~- .... ~ 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 15 days from the invoice date. ~ ----------- 4,..~. 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 incomplete project which is provided on an Hourly Services basis, we do not warrant that the Services wil~ 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 descdpad in the Statement of Work ara 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 ramain ultimately responsible for the Services, subject to the terms of this Agraement. 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 cara and skill in accordance with racognized standards in the industry. WE DO NOT PROVIDE ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPEED, INCLUDING, BUT NOT LIMITED TO, THE IMPEED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant uninterrupted or error free operation of any Servlca. Llmttatlon 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 coli~tively responsible. Under no circumstances are we or our subcontractors raspenslble 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 ara Informed of their possibility. Disputes The laws of the State of Georgia govern this Agreement. Any controversy or craim rising out of or relating to this Agreement, or the breach of this Agraement, 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 arbitrators 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: 20101112-SA-DV01 2 SPS VAR Services Agreement Acknowledgement of Completion of Services Customer hereby acknowledges that the Services required to be provided under Services Agreement Number 20101112-SA-DV01 have been completed, and such Services are hereby accepted. Company: By:. Name: Title: Date: 3 rev October 28, 2010 Quote valid until 11/28/10 9usiness Pa~ner SPS VAR, L.L.C Proposal For City of Southold, NY Server Capacity (4AA9B) upgrade - Installation Services Dino Vlachos SPS VAR, L.L.C. 770 216-4426 dino.vlachos~, spsvar.com SPS VAR, L.L.C. 3168 Mercer University Dr. Suite 200 Atlanta, GA 30341 www. SPSvar.com These prices are for your information only and are subject to change. Tax not included. 1 rev October 28, 2010 Quote valid until 11/28/10 Configuration Summary: Server Capacity (4AA9B) upgrade: Installation services (to be done remotely) $ 835.00 Purchase Price: $835 These prices are for your information only and are subject to change. Tax not included. 2 rev October 28, 2010 Quote valid until 11/28/10 PAYMENTSCHEDULE SPS VAR's standard payment terms listed below are defined in two steps. 50% At time of execution of contracts 50% At completion of on-site installation The initial payment invoiced at the signing of the SPS VAR Product Agreements and upon receipt of purchase order enables SPS VAR to purchase necessary hardware and fund on-site expenses, The second payment invoiced at the completion of the on-site installation. The warranty period begins on the date of System Installation. The System will be considered installed 10 days after arrival. Sales Tax or any other applicable taxes are not included in any of this preposal's pricing information. If sales tax or any other tax becomes applicable, these taxes will then need to be added to the proposed pricing. ADDITIONAL INFORMATION Time-and-Materials Billing Rates: SPS VAR, L.L.C. will provide custom programming and non-warranty maintenance customer support on a time-and-materials basis. Requested design, programming, testing, documentation, implementation work and customer support will be done at $195.00 per hour. Additional training and On-site Support: if additional on-site training is required, it will be provided ether on a time-and-materials basis ($195.00 per hour) plus actual expenses or $1,200.00.per day plus actual expenses. Travel and Out-of-Pocket Expenses: All travel and associated expenses for. the on-site installation work during the initial setup are not included in the Base System price. ~t¢ Performance and Sizing: Performance and sizing are estimates only. SPS VAR does not guarantee performance. Prices: Prices ara subject to change. Tax not included. These prices are for your information only and are subject to change. Tax not included. 3 SPS VAR Prolect Description SPS VAR Services Agreement 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. the p~ject. Th~s estima~ is not aXITjxed-pi~e comn~ent. O~ges 9~{~qua~..e actuaNqours~orke6~ime~t~ plus a~tual exp'l~4~ses an~plicable"sales ta'x~. 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: caoacitv uoorade [] Hourly Services: Hours x $ per Hour = OR [] Fixed-Price Services: $ 835.00 Invoiced Upon Product Start Estimated Total Charges Estimated Expenses: $ ~ Travel & Living (will be done remotely) Estimated Start Date: TBD End Date: TBD Services: Remote Installation of 5 hard drives and memory In 9406-520 serial # 4AADB 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: (Customer legal name & address) Town of Southold, NY 53095 Route 25 P.O, Box 1179 Southold, New York 11971 Agreed ~o: SPS VAR, LLC 3168 Memer Univemity Dr Suite 200 Chamblee, GA 30341 By:~ Authorized Signature Name (print): ~~'~--'~>'t/~C _/z~_ /~C,A~'~'~'[ Date: I {-' /'P~- ':[ [ {~ By: Name (print):. Title: Date: Authorized Signature Agreement Number: 20101112-SA-DV02 1275395v2 SPS VAR Services Agreement Additional Terms Billing . t . ~or~Hou~{,y Se~ices, th~ minimum billin{[ increment is{ifteen [15) m~ut~s, li~owev~, ther~ will ~a on~u~ mini~u~ for eaqh ~ay in ~ifh ~es ~e pr~id~ o~site a~d a fifle~ (15) ~[nute~inim~ for ~c~da~n white,ices ~e prov~ed~ tetchy. W~m~ i~cr~ o~b~g~eand~nim~bygi~gyo~hree~mo~s wr~en~ti~. ~ ~ Hourly Sewices are invoiced weekly as the wo~ progresses. Fixed-Price SedUces are invoiced as specified in the Statement of Work. Travel and other expenses are invoiced weekly usi~ IRS mileage allowances for automobile trans~ation and actual ~st for al~ other expenses. Charges for Se~s and ex~nees are due within 15 days from the invoice date...~;;;:; pac~ ~'~ ~r~ ~-' '- - t Re/. 7c~ --c~k V~u agree to pay accordingly. You agree to ~y appli~ble sales t~es or supply exemption d~umantation. ProJ~ Compl~lon ancot Te~lnatlon Hourly ~wices will end when we provide the estimated numar of ~um or u~n the estimat~ project end date unless you authorize a~itional hours or an e~ension of the e~ date. In the event that additional houm are not authorized for in.replete proj~t which is provided on an Hourly Sewices basis, we ~ not warrant that the Sewices will be complete. Fixed-Price Se~ices will e~ when the tasks deecHbed in the Statement of Wo~ are complete. Either pa~y may terminate this Agreement on wriEen notice to the other if the other breaches any material provision of this Agreement, including non~yment of any charges hereunder. U~n termination, we will stop our wo~ in an orderly manner as s~n as practical. You agree to ~y for all Sewices we provide, afl materials (including pr~rams, p~ram listings, d~umentation, re~s or other similar works of aut~mhip) we deliver and all ex~ns~ we i~ur through the pmj~t's termination, including charges we incur in terminating su~ntracts. Customer Obllgalon You agree to provide us reasonable a~ess to the promises where Sewices will ~ provid~ during your business hours. You will also pm~de other o~ite coo~ration and assistan~ as may ~ re~onably r~uest~ ~ us. You agree to sign and deliver to us the ~knowi~gment of ~mpletion of ~wicee when the t~ described in the Statement of Wo~ are ~mplete, or w~n we have provided the estimat~ numar of houm of Sewices for Hourly Se~i~ (unless additional hours are authorize), whichever comes flint. Su~ontr~tore We have the Hght su~ntract any ~ of the Se~icas to a third pa~y ~ we deem ~pmpdate, provided that we will remain ultimately res~nsible for the ~wices, su~t to the terms of this Agreement. Changes to Satem~a of Work ~e Statement of Wo~ may only ~ chang~ by a wri~en Change Authoriza~on signed by ~th of us. The terms of the Change Authorization will prevail over those of the Proj~t Deecdption, t~ Statement of Wo~ and any previous Change Authorizations. Warranty We warrant that we perform Se~cas using reasonable care and sldll in accordance with recognized standards in the industry. WE DO NOT PROVIDE ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPBED, 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 frae operetlon of any Service. Umltaflon of Liability In the event that you are entitlsd to recover damages from us, in each fnsm. nce, 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 subcontractom. It is the maximum for which we and our subcontractom are collectively responsible. Under no circumstances are we or our subcontractors reepanalble to you or third parties for 1) loss of, or damage to, your records or data; or 2) special, Incldantal, consequential or other Indirect damages (Including lost profits or savings), even If we are Informed of their possibility. Dlsputee 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 expanses (including attorney fees) relevant to the claim. Agreement Number: 20101112-SA-DV01 2 SPS VAR Services Agreement Acknowledgement of Completion of Services Customer hereby acknowledges that the Services required to be provided under Services Agreement Number 20101112-SA-DV01 have been completed, and such Services are hereby accepted. Company: By: Name: Title: Date: 3