[Digihubsadmin] Fwd: Re[2]: FADGI Compliant

[Stephen Hedges]

----- Forwarded Message -----
From: "Joyce M. Dodrill" <joyce.dodrill at cpl.org>
To: "Stephen Hedges" <hedgesst at oplin.org>
Sent: Wednesday, May 21, 2014 3:16:18 PM
Subject: Fwd: Re[2]: FADGI Compliant

Stephen: would you please share this with the other parties on the call? Thanks. 


Joyce M. Dodrill 
Chief Legal Officer 
Cleveland Public Library 
325 Superior Avenue 
Cleveland, Ohio 44114 
216-623-2808 
joyce.dodrill at cpl.org 


NOTICE: This e-mail message and all attachments transmitted with it are intended solely for the use of the addressees and may contain legally privileged, protected or confidential information. If you have received this message in error, and/or you are not the intended recipient, please notify the sender immediately by e-mail reply and please delete this message from your computer and destroy any copies. Any unauthorized use, reproduction, forwarding, distribution, or other dissemination of this transmission is strictly prohibited and may be unlawful. Thank you. 



----- Forwarded Message -----

From: "Barry Kallander" <barry at kallandergroup.com> 
To: "Joyce M. Dodrill" <joyce.dodrill at cpl.org> 
Sent: Wednesday, May 21, 2014 2:05:04 PM 
Subject: RE: Re[2]: FADGI Compliant 



Joyce, 

The board and stockholders approved the Plan of Liquidation and authorized the filing of the Certificate of Dissolution on May 8, 2014. The actual filing of the Cert of Dissolution to DE and the equivalent to the IRS is done within 30 days, but we are working under the Plan of Liquidation in terms of the May 8 th approval date. From a practical standpoint, we don’t have the deposit to return, and even if I did it could be considered a preference action as you would not be the only creditor. 

Joyce, no doubt this caused concern at the library. But you will not be ill-served by proceeding. I’m still working on the final response to you - part was going to be the attached write-up on IIRI. In addition, I spoke with i2S this morning and will fully stand behind your satisfaction in terms of IIRI complying with the assigned provisions and acceptance testing. In that regard you have much deeper pockets to reach should they not deliver or the test fail for some reason. 

I was going to have i2S send a letter, but I think a better solution is to make them party to the assignment, so we are modifying the assignment to do that. 

I’m happy to take a call to discuss the dissolution procedure or anything else – I assume I am still in my 48 hour window to submit a full response and hopefully regain you trust. 

Regards, 
Barry 


Barry Kallander 
KallanderGroup, Inc. 
978-562-0767 (office) 
978-790-1902 (Mobile) 
646-219-3304 (Fax) 
barry at kallandergroup.com 
www.kallandergroup.com 
kallander_group_inc_tag_log



From: Joyce M. Dodrill [mailto:joyce.dodrill at cpl.org] 
Sent: Wednesday, May 21, 2014 1:35 PM 
To: Barry Kallander 
Subject: Re: Re[2]: FADGI Compliant 


Thanks, Barry. That is helpful information. One of the reasons I asked this question was to determine whether Kirtas was precluded by Delaware law from refunding the Library's $25,000 deposit if we were to cancel the contract now. Aside from the question of availability of cash, it does not seem as though Kirtas would be constrained since it has not yet filed the Certificate of Dissolution. Am I interpreting that correctly? 

Joyce M. Dodrill 
Chief Legal Officer 
Cleveland Public Library 
325 Superior Avenue 
Cleveland, Ohio 44114 
216-623-2808 
joyce.dodrill at cpl.org 


NOTICE: This e-mail message and all attachments transmitted with it are intended solely for the use of the addressees and may contain legally privileged, protected or confidential information. If you have received this message in error, and/or you are not the intended recipient, please notify the sender immediately by e-mail reply and please delete this message from your computer and destroy any copies. Any unauthorized use, reproduction, forwarding, distribution, or other dissemination of this transmission is strictly prohibited and may be unlawful. Thank you. 




----- Forwarded Message -----


From: "Barry Kallander" < barry at kallandergroup.com > 
To: "Joyce M. Dodrill" < joyce.dodrill at cpl.org > 
Sent: Wednesday, May 21, 2014 1:27:38 PM 
Subject: RE: Re[2]: FADGI Compliant 
It has not. We have it ready to go, but are working a couple scenarios that I wanted to get through before we file. As you may be aware, even when you file the Certificate of Dissolution you have 3 years to orderly windup the affairs of the company. This is broadly interpreted but generally prevents you from continuing with normal sales activities. But fulfilling existing orders, serving out customer contracts, etc. is allowed as part of the “orderly liquidation”. 

Regards, 
Barry 


Barry Kallander 
KallanderGroup, Inc. 
978-562-0767 (office) 
978-790-1902 (Mobile) 
646-219-3304 (Fax) 
barry at kallandergroup.com 
www.kallandergroup.com 
kallander_group_inc_tag_log



From: Joyce M. Dodrill [ mailto:joyce.dodrill at cpl.org ] 
Sent: Wednesday, May 21, 2014 12:15 PM 
To: Barry Kallander 
Subject: Re: Re[2]: FADGI Compliant 


Thank you for this update, Barry. 

I do have a follow up question about the liquidation process. Under Delaware law, it appears that a Certificate of Dissolution must be filed with the Secretary of State in order to trigger the provision in Section 280 for filing claims. Has this happened yet with regard to Kirtas? 

Joyce M. Dodrill 
Chief Legal Officer 
Cleveland Public Library 
325 Superior Avenue 
Cleveland, Ohio 44114 
216-623-2808 
joyce.dodrill at cpl.org 


NOTICE: This e-mail message and all attachments transmitted with it are intended solely for the use of the addressees and may contain legally privileged, protected or confidential information. If you have received this message in error, and/or you are not the intended recipient, please notify the sender immediately by e-mail reply and please delete this message from your computer and destroy any copies. Any unauthorized use, reproduction, forwarding, distribution, or other dissemination of this transmission is strictly prohibited and may be unlawful. Thank you. 





From: "Barry Kallander" < barry at kallandergroup.com > 
To: "Joyce M. Dodrill" < joyce.dodrill at cpl.org > 
Sent: Wednesday, May 21, 2014 8:59:25 AM 
Subject: FW: Re[2]: FADGI Compliant 
Hi Joyce, 

I have talked to i2S and they will guarantee the contract behind IIRI – I am working with them on a letter to the same effect, and we can ultimately put that into the assignment so he has legal teeth. If you have any comments on the assignment I said in the meantime it would be helpful to get those. Also, IIRI is writing up a better description of their 14 years of experience with i2S products and their soundness from a business standpoint. While they are small, as are all the resellers, they have been around a long time. But as added security, you will have the full backing of i2S. 

I checked into the FADGI testing and Michael Hansen, the sales rep for the Ohio Libraries account summarized below. The Suprascan has passed the FADGI testing before and no one anticipates any issue. Furthermore, it will have passed at both Toledo later this month and Cincinnati next month. The first attachment is a previous acceptance of a Suprascan to the FADGI requirements by the same gentlemen that I understand is the independent tester performing for the libraries. The second is another certificate against a stricter standard than FADGI, though it is written in French and may not be much help. 

This is just an update – I am working on the backup to send to you that I hope will convince you of our sincerity and full intent to meet or exceed the contractual requirements. 

Regards, 
Barry 

Barry Kallander 
KallanderGroup, Inc. 
978-562-0767 (office) 
978-790-1902 (Mobile) 
646-219-3304 (Fax) 
barry at kallandergroup.com 
www.kallandergroup.com 
kallander_group_inc_tag_log

From: Michael Hansen [ mailto:mhansen at kirtas.com ] 
Sent: Tuesday, May 20, 2014 6:57 PM 
To: Barry Kallander; Jackie Chastang 
Subject: Re[2]: FADGI Compliant 


Hi, Barry, 

Yes, this is the third-party testing being performed in Toledo next week, Cincinnati in June, and eventually in Cleveland when they install (possibly Nov.). 
I’ve attached the following: 

· Don Williams’ independent third-party evaluation of the QUARTZ scanning sensor (A1 size, not A0, but the sensor is the same type). 
· Metamorfoze (the European standard) is much more strict than FADGI. An i2S compliance certificate is attached. 

The equipment will absolutely pass FADGI compliance testing. Toledo’s will pass next week, and that should relieve any concerns. 

Best, 
Michael