HomeMy WebLinkAboutPrime Services, IncRESOLUTION 2011-312
ADOPTED
DOC ID: 6799
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2011-312 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
APRIL 12, 2011:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute the Purchasing Software Renewal Agreement
between the Town of Southold and Prime Services~ Inc. in connection with the Town
oarticioatin~, in a grouo ourchasine orogram for food and other supplies for the Town's
Senior Nutrition Program, subject to the approval of the Town Attorney; and
BE IT FURTHER RESOLVED that this method of purchase has been evaluated by the Town
Attorney's Office and appears to meet the standards of General Municipal Law Section 103 of
the Consolidated Laws of the State of New York, which authorizes nutrition programs that
receive federal, state or local funding to enter into joint contracts and arrangements to purchase
food and related supplies without the requirement of competitive bidding.
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Vincent Orlando, Councilman
SECONDER: Albert Krupski Jr., Councilman
AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell
Purchasing Software Renewal Agreement
This agreement by and between Town of Southold Senior Services, 750 Pacific St., Mattituck, NY 11952 herein referred
to as Member and PRIME Services, Inc. located at 6400 Sheridan Dr., Suite 112, Williamsville, NY 14221 herein referred
to as PSI shall agree as follows:
1. PSI Agrees
a. To provide Member use of Purchasing Program.
b. T~ pr~vide Member with access t~ a~~ ~ther P~~ Gr~up Purchasing Vend~r Agreements and pricing~
c. Member may upgrade to the Purchasing Program with the Department module for a licensing fee of
One Thousand Dollars ($1000.00) and an annual subscription fee of Six Hundred Dollars ($600.00) paid
in advance. [] Check if desired
d. To assist Member in creating order guides
Performance by Member
a. Member will commit to purchase 80% of their total Foodservice volume through PSI program (inclusive
of grocery distributors: mit#, coffee, bread, etc.).
b. To payvendors invoices within agreed upon timeframe.
c. Member agrees to an annual subscription fee at the current rate. The fee for 2011 is currently Five
Hundred Dollars ($500.00). See Yearly Subscription Fee for more information.
d. It is understood that all information provided by Member to PSI and PSI to Member is confidential.
Neither party may divulge this information to any outside entity.
e. Member agrees to use all software provided only at the location that it has been provided for and
further agrees not to provide copies of software or other materials to anyone without the expressed,
written permission of PSI.
f. In the event of termination of this agreement, Member agrees to return all software to PSI.
g. Should purchasing levels fall below their committed volume Member has forty-five (45) days to become
compliant or take advantage of the Buyout option.
3. Online Technical Support
a. Members in need of assistance may visit www.psisupport.com or call PRIME Services at (866) 585°3344
and then dial 3. Technical support is available Monday-Friday between 8 am and 4:30 pm Eastern
Standard Time.
PRIME Services, Inc.
6400 Sheridan Drive, Suite 112
Williamsville, NY 14221
(866) 585-3344 ~ Fax: (716)565-9428
21Page
4. Additional Charges
a. PSI is not responsible for events outside of its control that can impact the operation of the program.
These events may include but are not limited to, power surges, hardware failure and natural disasters.
PSI will work with Member to repair and recover data at Member's request. Member will be billed at
the current hourly rate in effect at the time. The hourly rate during 2011 is One Hundred Twenty-Five
Dollars ($125.00) per hour.
5. Additional Services
a. PSI can assist Member by hosting Member's data. The charge for PSI to host and backup Member's data
is Fifty Dollars ($50.00) per month paid in advance on a quarterly basis for two computers. Each
additional computer accessing the network will be charged Twenty-Five Dollars ($25.00) per month paid
in advance on a quarterly basis.
[] Check if you would like PSI to host your data.
If checked, how many computers will be connecting to the network:
6. Buyout Options
a. Purchase program at a price of Two Thousand Dollars ($2,000.00), continue to pay the annual
subscription fee.
-OR-
b. Pay a monthly fee of One Hundred Dollars ($100.00) for the life of the program along with the annual
subscription fee.
7. Term
a.
The term of this agreement shall be for a three (3) year period commencing on May 1, 2011 to April 30,
2014. Thereafter, this agreement will be automatically renewed under the same terms and conditions
for a like period unless either party is notified by certified letter of its intent to cancel or modify this
agreement thirty (30) days prior to the end of the term.
Either party may terminate this agreement with or without cause by providing a thirty (30) day written
notice.
PSI may terminate this agreement by providing a thirty (30) day written notice if Member at any time
during this agreement is not in compliance with the terms.
Miscellaneous
a. This Agreement shall be binding upon and inure to the benefit of the parties' representatives. If any
section is determined to be unenforceable or invalid, the remainder of the Agreement shall remain
binding and effective. A waiver of any breach of a term or condition by either party shall not be deemed
or construed as a waiver of any subsequent breach. The parties agree to abide by all applicable
governmental laws and regulations including, without limitation, the export control regulations of the
U.S. Department of Commerce. Neither party shall be liable for delay or failure in performance of any
obligation to the extent caused by occurrences beyond such parties' control, such as acts of God,
decrees or restraints of government, or interruption of materials or labor, but the party delayed shall
give prompt notice to the other party and shall remedy the delay as far as possible with reasonable
dispatch. Member agrees to indemnify defendant and hold PSI from and against all claims, demands,
actions and proceedings, costs, judgments, settlements and liabilities including claims of third parties,
regardless of form or the nature thereof arising from or in connection with use or operation of the
SOFTWARE, DOCUMENTATION AND/OR PROGRAMS.
Limitation of Liability
a. In no event shall PSI be liable to Member for any damages, including; lost profits, lost savings, or other
incidental or consequential damages arising out of the use or inability to use the program.
Please return signed agreement to Edna Biondo, PRIME Services, Inc. Fax: 716-565-9428
3( P'age
10. Yearly Subscription Fee Definition
a. Your yearly subscription fee covers reasonable tech support by one of PSI's trained technicians between
8:00 AM and 4:30 PM EST Monday thru Friday. You can receive technical support in three different
ways; phone, email and having a technician connect directly to your computer. Your yearly subscription
also gives you access to the following updates; tube feed products, nutritional information, minor
program updates and software maintenance. Each subscription that you hold represents one vote when
it comes to adding new features that you recommend for the software program.
11. Assignment
a. Either party may not assign this Agreement without the prior written consent of the other party.
12. Property Rights
a. All software provided shall remain the property of PSI.
13. Governing Law
a. This agreement shall be governed by and construed in accordance with the laws of the State of New
York. Any controversy or claim arising out of or relating to this agreement or breach thereof shall be
settled by binding arbitration to be held in the County of Erie, New York State. The above terms and
conditions are agreed to as indicated below.
14. Entire Agreement
a. This document constitutes the entire Agreement in connection with this subject matter and supersedes
all prior agreements, understandings, negotiations, and discussions, whether oral or written, between
the parties. Each party acknowledges that he/she/it has read and understands this documentation and
has not been induced to enter into specifically stated herein. This Agreement may be amended only by
a written agreement signed by EACH PARTY WARRANTS THAT THE REPRESENTATIVES SIGNING BELOW
ARE AUTHORIZED TO EXECUTE THIS AGREEMENT ON SAID PARTY'S BEHALF.
PRIME Services, Inc.
Signature Date
Robert Rizzone, Vice President
Print Name and Title
For Member~
Signature ~)ate ~
Print Name and :lqtle /
PLEASE PRINT
Employee using Program
Email Address
Please return signed agreement to Edna Biondo, PRIME Services, Inc. Fax: 716-565-9428