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HomeMy WebLinkAboutCC Resolution 7665 (Rent Telephone System)RESOLUTION NO. 7665 A RESOLUTION AUTHORIZING THE SIGNING OF A CONTRACT, LEASE OR AGREEMENT THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: The MAYOR and CITY CLERK are authorized to execute, on behalf of the City of San Rafael, a contract, lease or agreement with TEL PLUS FOR RENTAL OF A SATURN II E TELEPHONE SYSTEM a copy of which is hereby attached and by this reference made a part hereof. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly intro- duced and adopted at a Regular meeting of the City Council of said City held on Monday the 21st day of December 19 87 , by the following vote, to wit: AYES: COUNCILP/IEMBERS:Boro, Breiner, Frugoli, Thayer & Mayor Mulryan NOES: COUNCILMEMBERS:None ABSENT: COUNCILMEMBERS:None JEA E LEONCINI� City Clerk AGREEMENT NO. SYSTEM INSTALLATION AND RENTAL AGRNT THIS AGREEMENT made between Tel Plus Northern California, Inc., with its principal office at 4464A Willow Road, Pleasanton, California 94566 ("Seller"), and City of San Rafael, 1400 5th Avenue, San Rafael, CA. 94901 ("Customer") . In consideration of the mutual agreements herein contained, Seller and Customer agree as follows: 1. AGREEMENT: Seller shall provide all necessary labor and miscellaneous hardware and shall install at: 1400 5th Avenue, San Rafael, CA. 94901 (the "Premises") the communications system described in Exhibit A hereto incorporated herein by reference; said communication system and components thereof are hereinafter referred to as the "System". ESTIMATED INSTALLATION DATE: The Price set forth in Paragraph 2 for the installation of the System shall be recalculated at then current prices if the installation is not commenced within ninety (90) days of the estimated installation date for reasons beyond the control of Tel Plus. 2. PRICE AND TERMS OF PAYMENT: For installation of the System, Customer shall pay Seller the lump sum price of $4,000.00 plus an amount equal to all taxes levied or assessed upon Seller's installation services (except taxes on net income), payable upon receipt of invoice in installments as follows: Installment 1. On signing of this Agreement, $5,500.00 deposit of which $1,500.00 will be applied to the first month's rent and $4,000.00 applied to a one-time charge for installation. Installment 2. Ten days after cutover, all charges for additional work performed by Seller as a result of changes and additions requested by System as requested by Customer prior to cutover shall be paid. In the case of a price reduction as a result of any such changes and additions, Seller will refund the amount of reduction in cash at this time. It is understood by the parties that Customer is responsible for making, or causing to be made, the progress payments specified above and that delay in making payments may delay the scheduled cutover date. Payment is due upon receipt of invoice. Page 1 of 6 1 OVA 3. PURCHASE_ OPTION: Seller will allow Customer a one hundred percent (100%) credit of the first nine months rental fees to be applied towards the outright purchase of the System as described in Exhibit "A" if Seller elects to purchase the System. 4. INSTALLATION DATE: Seller shall use its best efforts to make timely installation beginning approximately February 1988. Cutover shall be scheduled for Febrijary 1988. HOWEVER, ALL STATED INSTALLATION DATES ARE APPROXIMATE AND SELLER SHALL UNDER NO CIRCUMSTANCES BE DEEMED TO BE IN DEFAULT HEREUNDER OR BE LIABLE FOR DAMAGE RESULTING FROM DELAYS IN INSTALLATION DUE TO CAUSES BEYOND SELLER'S CONTROL. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. 5. WARRANTY AND MAINTENANCE: For the term of the rental or twelve (12) months after Installation Date, which ever is less, Seller warrants Tel Plus' installation work against defective materials and workmanship. Upon notification of a defect, Seller shall have the option to repair or replace any defective work or materials and such shall be Customer's sole and exclusive remedy. All expenses incurred by Seller incidental to repair, maintenance or replacement under warranty, including all labor and materials, shall be borne by Seller. SELLER DOES NOT MAKE ANY WARRANTIES IN RESPECT TO THE SYSTEM, EITHER EXPRESS OR IMPLIED AND EXCEPT AS PROVIDED IN THIS AGREEMENT, DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO INSTALLATION WORK. IF ANY LABOR, SOFTWARE CODING, REPAIR OR PARTS REPLACEMENT IS REQUIRED BECAUSE OF ACCIDENT, NEGLIGENCE, MISUSE, THEFT, VANDALISM, FIRE, WATER OR OTHER PERIL, OR BECAUSE OF CONDITIONS OUTSIDE OF SPECIFICATIONS, INCLUDING, BUT NOT LIMITED TO, ELECTRICAL POWER, TEMPERATURE, HUMIDITY OR DUST, OR BY CAUSE OTHER THAN NORMAL USE, THE WARRANTIES AND MAINTENANCE OBLIGATIONS OTHERWISE PROVIDED HEREIN SHALL NOT APPLY. HOWEVER, SELLER WILL MAKE ITS MAINTENANCE SERVICES AVAILABLE IN ACCORDANCE WITH ITS THEN STANDARD PRACTICES AND PRICE SCHEDULES. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR COMMERCIAL LOSS. 6. TERM OF AGREEMENT: The Term of this Agreement shall be for a period of nine (9) months or at the end of any extention period granted by Seller. Page 2 of 6 Customer shall have the option to request an extension of the Term upon written notice thirty (30) days prior to the end of the Term set forth herein or the expiration date of any previously granted extension period, provided that Customer is not in default of its obligations under this Agreement. It shall be the Seller's option to either grant or deny a request for an extension at its sole discretion. Notice to grant or deny a request for an extension shall be made by Seller within five (5) days upon receipt of a written request by Customer. Neither party shall cancel this Agreement prior to the end of the Term set forth herein or prior to the end of any granted extension period, unless either party is in default of its obligations. The non -defaulting party wishing to cancel this Agreement must provide thirty (30) days prior written notice to the other party before such cancellation can occur. 7. RENTAL: Seller hereby rents the System equipment described in Exhibit A hereto to Customer on the following terms and conditions: During the first nine (9) months following the date of installation, Customer shall pay to Seller $1,500.00 per month rental for the use of the System. The rental payments include maintenance of the System as provided below. 8. MAINTENANCE: Regular maintenance service (non -emergency) during the warranty period will be provided without charge to Customer during normal business hours (8:00 a.m, to 5:00 p.m., Monday through Friday, except holidays). Non -emergency service outside of normal business hours will be provided at Customer's request during the warranty period at Seller's then current surcharges for such services. Emergency repair service during the warranty period will be provided without charge to Customer twenty-four hours per day, seven (7) days per week. Seller shall respond to requests for emergency repair service within two (2) hours of receipt of notice from Customer's designated personnel that such repairs are necessary. Emergencies are defined as follows: (a) 25% of trunks in the local CO or DID trunks out of service. (b) Console out of service. (c) Inability of system to make or receive calls or to process internal calls. (d) Certain designated phones out of service in Police and Fire Departments. Page 3 of 6 FIR 9. OWNERSHIP: PERSONAL PROPERTY: The System is and shall, at all times, remain the property of Seller. Customer shall have no right, title or interest in or to the System (except cabling), unless expressly provided in this Agreement. The System shall at all times be and remain personal property notwithstanding that the System may become in any manner affixed or attached to real property. Customer agrees to execute any documents which may become necessary or appropriate to perfect or continue Seller's security interest in and title to the System. 10. DEFAULT: If Customer shall fail to pay or fails to cause payment of any sum owing to Seller hereunder when due, then, in addition to all other remedies available to Seller at law or equity or under the other provisions of this Agreement, and not in limitation thereof, Seller may, until said sum is paid in full, collect interest upon the sum then owing at the maximum legal rate per annum, plus a service charge of $25 for each week from the date said sum became due; cease maintaining or installing the System; cease performing warranty service without extending the warranty period; cease performance of any other obligation undertaken in this Agreement or any related agreement with Customer. Should either party institute legal action to enforce its rights under this Agreement, the prevailing party in such action shall be entitled to recover reasonable attorneys' fees in the amount allowed by the Court. 11. RISK OF LOSS: Seller shall bear all risk of loss or damage to components of the System while they are in transit to the Customer and until delivered to the Premises. Thereafter, such risk of loss shall be borne by Customer, except for loss caused by the negligence of Seller or its employees. 12. TRAINING: For a period of one (1) month after the Installation Date, Seller shall provide, at no additional charge to Customer, all training service reasonably required for Customer's personnel to effect operation of the System (based on Seller's experience with systems of comparable size and complexity). Additional training services will be made available to Customer in accordance with Seller's then standard practices and price schedule. 13. SOFTWARE LICENSE: If the System provided by Seller pursuant to this Agreement contains any software or if software is subsequently provided, Customer shall have a license to utilize such software (as part of the System). Customer agrees that (i) such software is proprietary and a trade secret, and Customer will protect such status of the software and (ii) Customer's interest in such software is that of a licensee only and said software is to be used solely and exclusively in and with the specific equipment (determined by serial number) described and applied pursuant to this Agreement. Page 4 of 6 14. SUSPENSION OF OBLIGATIONS OF SELLER: The obligations of Seller hereunder shall be suspended to the extent and for the period of time that it is hindered or prevented from performing the same because of labor disputes, strikes, acts of God, fire, storm, water, delays in transportation, governmental action or other causes of a similar or dissimilar nature beyond Seller's control. 15. HOLD HARMLESS: Seller agrees to hold harmless, indemnify and defend Customer, its officers and employees from any and all claims, loss, liability and damages arising from Seller's, its agents, employees' and officers' negligence or intentional acts or omissions arising during the term of this Agreement. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR CONSEQUENTIAL DAMAGES. 16. ARBITRATION: Seller and Customer agrees to submit any material claims arising under this Agreement to binding arbitration pursuant to the current provisions of the California Code of Civil Procedure and any successor statute. 17. ENTIRE AGREEMENT: This Agreement together with Exhibit A (i) supersedes all proposals and negotiations between the parties and constitutes the entire agreement between Seller and Customer and no representation or statement not expressed herein shall be binding upon Seller; (ii) may be amended, terminated or altered only by an instrument in writing signed by both parties; and (iii) shall be governed and construed in accordance with the laws of the state in which the Premises are located. Any purchase order issued by Customer in connection with this transaction shall be deemed to have been issued for Customer's administrative convenience only. Any contractual terms and condi- tions contained in any such purchase order shall be inapplicable and shall not constitute a part of this Agreement. 18. MISCELLANEOUS: Customer shall permit or arrange for all necessary access to the Premises by Seller's installation and maintenance personnel. Customer shall be responsible for obtaining all necessary consents and waivers from the owner of the Premises in connection with installation of the System and shall supply all supplemental equipment and facilities necessary for the installation such as conduit, backboxes, commercial power, electrical wiring, outlets and associated equipment, equipment room(s) and operating environment as specified by Seller. Customer shall provide full access, piping, poles and other passages necessary for installation of the System unless otherwise specified in this Agreement. Customer warrants that all requirements for Customer's communica- tion needs and for the installation (plant layout) have been fully explained and specified to Seller. Customer hereby agrees to pay for changes or increased costs caused by Seller's reliance on inadequate or incomplete specifications. Page 5 of 6 All notices required or permitted to be given under this Agreement may be given by either party to the other by depositing same in the United States mail with first class postage prepaid, or by tele- gram. Until changed by written notice, such notices shall be directed to Seller at the address which appears at the beginning of this Agreement and to Customer at the Premises. Paragraph headings are only for the convenience of the parties hereto and shall not be construed to define, limit or describe any of the rights, privileges, obligations or liabilities of the parties. If any of the provisions of this Agreement are held to be illegal, invalid, or unenforaceable, such shall not invalidate the remaining provisions hereof. Customer grants permission to Seller, to obtain from any source, information related to its credit standing, agrees to supply to Seller (without charge) such financial statements and other information as may reasonably be requested by Seller and warrants the accuracy of the information submitted to Customer. Seller shall have the right to delegate the performance of instal- lation and warranty work to subcontractors, but in such event shall remain responsible to Customer for the performance thereof. Customer shall not have the right to assign this Agreement or any part thereof without the prior written consent of Seller. This Agreement shall be irrevocable by Customer if accepted by Seller and shall become effective and binding upon the Customer and Seller only upon approval, acceptance and execution hereof by an officer of Seller. SELLER CU ST OME R TEL PLUS THERN CALIFORN A, INC. By 7 Title Date CITY OF SAN RAFAEL B LAWRENCE E. MULRYAN, Title Mayor Date 12/21/87 AGREEMENT NO. ATTEST: NNE M. L CINI, City Clerk Page 6 of 6 EEBIBIT A TO SYSTEM INSTALLATION FIND RENTAL AGREEMENT SIEMENS SATURN IIE CUSTOMER: City of San Rafael CITY: San Rafael 1 - Siemens Saturn IIE Digital PABX equipped as follows: SYSTEM CONFIGURATION Trunks Station Lines(*) DID Lines Console $YSTEM HARDWARE WORKING 5QUIPPED HIRED CAPACITY 25 28 (1) (1) 241 256 (1) (1) 13 16 (1) (1) 1 2 (1) (1) 1 - Saturn IIE Basic Switch 1 - Saturn IIE Console 7 - Four (4) Channel Trunk Card(s) 4 - Four (4) Channel DID Trunk Card(s) 16 - Sixteen (16) Channel Analog Station Card(s) $YSTEM ,SOFTWARE 1 - Saturn IIE Basic Software OCI-F 1 - Least Cost Routing 1 - Remote Maintenance Module Lot labor, wire, standard cable and miscellaneous materials necessary for the installation of the above configured system. (1) Total capacity of all lines, trunks and receivers subject to the exact configuration, cannot exceed a total of Saturn IIE: 227 ports,480 ports,736 ports,992 ports. *Includes one (1) Port for Remote Maintenance (J II Customer Initials \ Tel Plus Initials �� N`� PREPARED FOR: PRESENTED BY: PROPOSED SYSTEM: PROPOSAL DATE: TEL PLUS COMMUNICATIONS,INC. INVESTMENT SUMMARY City of San Rafael Timothy S. Briggs Saturn II E December 14, 1987 EQUIPMENT INVESTMENT: $70,143.00 LESS TRADE IN: $14,000.00 ADJUSTED COST: $56,143.00 APPLICABLE SALES TAR: $ 2,358.00 TOTAL SYSTEM INVESTMENT: $58,501.00 INSTALLATION CHARGES: INCLUDED SYSTEM USER TRAINING: INCLUDED ONE (1) YEAR MAINTENANCE: INCLUDED SPECIAL/OPTIONS CONDITIONS: Nine Month Rental - Installation: $4,000.00 Per Month: $1,500.00 PAYMENT TERMS: 5 Year 7 Year Municipal Lease with First Month's Payment as a Deposit $1,257.18 $1,106.25 PRICES QUOTED ABOVE ARE GUARANTEED FOR THIRTY (30) DAYS FROM THE DATE OF THIS PROPOSAL.