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HomeMy WebLinkAboutCOMPUTERPLUS SALES & SERVICE, INC. INSURANCE NOT REQUIRED WORK M4Y PROCEED CLERK OF COUNCIL 3-;;2'-f-oci 02/16/2009 1IJ_?nnQ-024 5 Northway Court, Gteet'SL 29651 800-849-4426 www.computer-plus.com Maintenance Contract Customer: City of Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92702 Number': Revision: PO Number: Salesperson: QUO-02202-V9ZS3F o Fred Dehoff "The contract number will change. Do not use this number for your records. This Agreement by and between ComputerPlus Sales & Service, Inc.(CPI), a South Carolina Corporation, having its principal place of business at 5 Northway Court, Greer, se hereinafter called the Seller and City of Santa Ana having its principal place of business at Public Works Agency, Santa Ana CA hereinafter called the Customer. Witnesseth that in consideration of the mutual undertaking herein contained, the parties agree: 1. EXCLUSIVE WARRANTY AND REMEDY. CPl's exclusive warrant is that Services will be performed in a workmanlike fashion and all parts provided by CPI shall be free of defects in materials and workmanship at the time of installation. In the event CPI breaches this warranty, CPI's sole obligation, and Customer's exclusive remedy shall be to have CPI make all necessary adjustments, repairs or replacement of parts which were defective at the time of installation. There are no other express or implied warranties concerning any Services, parts, or supplies or expendable items provided hereunder. CPI does not guarantee that the operation of Equipment will be uninterrupted or error-free. CPI DISCLAIMS THE IMPliED WARRANTIES OF MERCHANTABiliTY AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING SHALL BE THE SOLE REMEDY OF CUSTOMER FOR BREACH OF WARRANTY. 2. liMITATION OF liABiliTY. IN NO EVENT SHALL CPI BE liABLE IN CONTRACT, TORT OR OTHERWISE FOR INCIDENTAL. CONSEQUENTIAL. SPECiAl OR INDIRECT DAMAGES, INCLUDING WITHOUT liMITATION. LOST BUSINESS PROFITS NOR DAMAGE OR DESTRUCTION OF DATA EVEN IF CPI HAS BEEN ADVISED OF SAME. Except as to personal injury, CPI's maximum liability shall be limited in any event to the actual direct damages incurred by Customer which are caused solely by the acts or omissions of CPI subject to a maximum liability of the greater of the amount paid for the Services performed under this Agreement (subject to a maximum of twelve (12) months duration) or $ 10,000. Customer agrees to provide CPI with prompt written notification as to the specifics of any claim for damages and to provide CPI with reasonable opportunity to investigate. NO LIMITATION AS TO DAMAGES FOR PERSONAL INJURY IS INTENOED. 3. The machine and features listed below (referred to as the Equipment) is to be maintained in accordance with the terms and conditions specified herein. If however the customer places service calls via the website of ComputerPlus Sales & Service, the customer agrees to read and accept the Acceptable Use Statement as provided on the website. NOTE: The Customer is responsible for reading the Acceptable Use Statement each time he or she uses the ComputerPlus Sales & Service website and agrees by use of that website to any changes or modifications to the Acceptable Use Statement. Customer agrees that aU equipment fisted below is in 100% working order, and that any units that service calls are placed on where the damage or problem occurred prior to the Effective Start Date (Ref section 4) will be billable to the customer. Gateway E-9220T M-F/8-5 Monthly 2 $23.00 $46.00 SN: GTW0038680459 SN: GTW0038680460 Gateway E951 aT SN: G1W00386S0462 M-F/8-5 Monthly $28.17 $28.17 Gateway E-9510T SN: G1W0036571341 SN: GTW0038680461 M-F/8-5 Monthly 2 $28.17 $56.34 Gateway E-9520T SN: G1W0038918854 M-F/8-5 Monthly $28.17 $28.17 MPC Netframe 3620 SN: 3912836-0001 M-F/8-5 Monthly $26.00 $26.00 Page 1 of 3 MPC Netframe 3640 M-F/8-5 Montllly $48.75 $48.75 SN: 4457558-0001 MPC Netframe 4620 M-F/8-5 Monthly $48.75 $48.75 SN: 4110220-0001 MPC Netframe 640 M-F/8-5 Monthly $48.75 $48.75 SN: 4445124-0001 Total: $330.93 4. Effective Start Date of coverage is 02/16/2009. 5. Billing Frequency is: Monthly. 6. TERMS OF PAYMENT. Customer shall pay maintenance charges prior to the month of coverage. Payment is due upon receipt of invoice. 7. STANDARD ON-SITE MAINTENANCE SERVICE. CPI shall provide labor and parts (excepting supplies and expendable items) and will perfonn Services so as to maintain the Equipment at the location specified in this Agreement in good working order. CPI shall respond to requests for remedial maintenance to such equipment in a prompt and commercially reasonable manner. Maintenance Service shall be available during the hours between 8:00 AM and 5:00 PM, as selected by the Customer, Monday through Friday, exclusive of CPI holidays. Extended service hours and priority response coverage, if applicable, shall be subject to the premium specified. Services performed outside such a time at the request of the Customer shall be subject to CPl's then applicable charges for labor and travel. 8. INSTALLATION SERVICES. CPI will perform the following Services when installation is specified in the Agreement: unpacking, assembling, testing for cDnformance tD the operation specifications and performing final alignments in system configuration. 9. TIME AND MATERIALS. Services performed at Customer's request, which are outside those specified herein shall be on a lime, materials and transportatiDn basis at CPI's prices in effect at the time such Service(s) or material(s) are provided. Provision of such Services shall be at the discretion of CPI and shall be subject to the availability of personnel and parts. 10. PRICES. Prices shall be the price set forth above. All sales, property, excise and other federal, state and local taxes (other than those based upon CPI's net income) shalf be paid by the Customer. Customer shall make such arrangements for payment as CPI may require and CPI may suspend performance under any Agreement until such arrangements are made. Past due amounts shall be subject to an interest charge of one and one-half percent (1 ~%) per month or the highest rate permitted by law. CPI reserves the right to adjust the Service fee in conformity with CPl's standard fees in the event Customer changes the Equipment Dr attaches additional features equipment to the Equipment after the date hereof. 11. TERM. The term of each Agreement for maintenance Services shall be one (1) year from the date specified herein, and shall continue thereafter at CPt's then current published prices until terminated by Customer or CPI by ninety (90) days prior written notice. CPI may, after the first year, increase or decrease maintenance prices upon ninety (90) days prior written notice to the Customer. 12. PARTS. All parts that are replaced by parts provided by CPI shall be become the property of CPl. Parts provided by CPI in performance of Services may be new or refurbished parts which are functionally equivalent to new parts and may be from sources other than the original equipment vendor. 13. SITE PREPARATION. Customer shall, at Customer's expense, prepare and maintain the installation site. Customer assumes the responsibility to backRup andlor otherwise protect its data against loss, damage or destruction before Services are performed. Customer also agrees to permit prompt access to Equipment consistent with Customer's standard security requirements and to provide reasDnable assistance and facilities so as to expedite the performance of Services. 14. RECONDITIONING. In the event, in CPI's reasonable opinion, any unit or equipment must be factory reconditioned because normal repair or replacement of parts cannot keep such a unit in satisfactory operation condition, CPI shall submit a quotation for the required reconditioning to Customer. In the event Customer declines to authorize such reconditioning, CPI may delete such item of Equipment from this Agreement. 15. ADDITIONAL CHARGES. Services performed as a result of any of the following conditions shall be subject to additional charges for labor, transportation and parts: alterations to the equipment not authDrized in writing by CPI; expendable supply items: damage resulting from improper use, environment or the use of supplies or accessories which are not in conformance with the equipment vendor's published specifications; site surveys; maintainability inspections or any events other than normal wear and tear. 16. EXCLUSIONS TO COVERAGE. Any items specified by the original manufacturer as "consumable" or the Customer's responsibility, including, but not limited to, print heads, toner cartridges, ribbons or drums. Also excluded from coverage as damaged caused by or from externally defined sources, including, but not limited to, acts of nature, flood, fire, lightning, water and electrical sources external to the covered equipment. Repairs to equipment covered by this exclusion are billable to the Customer at CPI customary rates. 17. NOTICES. All notices shall be in writing and all notices and payments shall be sent to the recipient at its respective address shown on the face of this Agreement. 18. FORCE MAJEURE. Neither party shall be liable for any delay or failure to perform its obligations due tD any cause beyond its reasonable control. 19. LIMITATIONS OF ACTIONS. No actions, regardless of form or basis, arising out of transactions related to this Agreement or the Services performed or to be performed may be brought by either party more than two (2) years after the cause of action has accrued except that an action for nonpayment may be brought within two (2) years after the date of last payment. 20. COLLECTION (a) Wrongful Termination. Customer's rates and other applicable discounts are based upon Customer's agreement to purchase services for the entire Page :2 of3 . TERM is s:tated in this Agreement. In the event of any termination of this Agreement other than as provided for in this Agreement, Customer shall be liable to CPJ for the amount of the balance due equal to the TERM as specified herein. (b) Fees and Interest. In addition to any other amounts due CPI by Customer as specified in Agreement, the customer shall be liabJe to cpr for any and all cost of collection, including but not limited to court costs, reasonable attorneys' fees and interest on any past due amounts. 21. WAIVER. Waiver of either party's breach of this Agreement shall not constitute a waiver of any other breach. cpr may elect to continue performance notwithstanding such breach by Customer but such performance shall not constitute a waiver of such breach nor otherwise limit CPl's remedies. 22. ENTJRE AGREEMENT. This agreement shall be construed in accordance with the laws of the State of South Carolina. This Agreement constitutes the entire agreement between the parties and may only be modified by a written instrument executed by Customer and an Officer to CPI. Any term or condition of an offer set forth on any purchase order or other document submitted by Customer which is inconsistent with any term or condition of this Agreement shall be of no force or effect whatsoever. Neither Customer nor CPI shall be bound by any oraJ agreement or representation irrespective of by whom or when made. The undersigned represents by signature that he or she has accepted the terms of this quote as set forth herein and agree to be bound by said terms. Signature of this quote will bind the parties to an enforceable contract as set forth herein. IN VvlTNESS WHERE OF, the parties have caused this Agreement to be executed do hereby warrant and represent that their respective signatory whose signature appears below is on the date of this Agreement duly authorized by all necessary and appropriate corporate action to execute this Agreement. David O. Yarborough City of Santa Ana <-~~r ~uthorized signature DAVID N. REAM Printed Name Printed Name President City Manager Title Title 3/0)bS I I Date Date ATTEST: c-/cJ-~~6- PATRICIA E. HEALY, Cl Clerk of the Council / rk~~ ~ ~J ( - Public Works APPROVED AS TO FORM: Page 3 of3 COTC PROCESSING FORM AGREEMENTS AND AMENDMENTS 7m!) H~R ,9 AH I(): 29 CITY::' . P, ANA CLERi,_ ",'lHCIL MAIL STOP: fY!-;;Lj EXT.: 5 c.. '7 R" TO: FROM: CLERK OF THE COUNCIL OFFICE (vUlt API11 (tV I Ef?--{ CA--t3( ;:: DEPT.: PROJECT MANAGER: AGREEMENT NUMBER (if amendment): A I N AMENDMENT NUMBER (if applicable): D 1 ST NAME OF CONSULTANT: (};mPIJTcRJiJJ5 D 2ND D 3RD D 5t-(f__~ tf 5c'12VlCC5 AMOUNT: 0 OVER $25,000' (A) ~UNDER $25,000' (N) COUNCIL APPROVAL DATE: ITEM #: TERM OF AGREEMENT- EFFECTIVE DATE: 2-/ I ~ /07 TERMINATION DATE: z/lslI6 , { SIGNATURES REQUIRED: o VENDOR D CITY ATTORNEY o AGENCY ~OTHER (INSURANCE APPROVALREaUIRED BY (:,1\0 PRIOR TO SUBMITTING TO COTC) INSURANCE REQUIRED: 0 YES o AUTO D PROFESSIONAL LIABILITY f NO (Provide City Attorney Office approval) o CGL (Commercial General Liability) o WORKERS COMPENSATION COMMENTS: C-tl'f fl1 ft-1'II ~t:-~ /I-rJ () e U7UC {)F. THE __ (!--/JoI'IC-{ L- II) 5_N FOR CLERK OFFICE USE ONLY: o PROCESS o DO NOT PROCESS o MISSING CONTACT/PROJECT MANAGER INFORMATION o MISSING SIGNATURES o NEEDS COUNCIL APPROVAL o OTHER ADDITIONAL REMARKS: --- 1---.- --- . Charter amendment effective December 21, 2006 for City Manager contract authority increase.