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HomeMy WebLinkAboutCC Resolution 7469 (Telephone System Maintenance)RESOLUTION NO. 7469 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE SIGNING OF A MAINTENANCE SERVICE AGREEMENT WITH TEL PLUS COMMUNICATIONS FOR MAINTENANCE AND REPAIR OF THE CITY'S TELEPHONE SYSTEM 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 Maintenance Service Agreement with TEL PLUS for a period of one (1) year, commencing on December 21, 1986, at a cost of $9,828 for the year, 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 introduced and adopted at a regular meeting of the City Council of said City, held on Mondav , the 15th day of December , 1986, by the following vote, to wit: AYES: COUNCILMEMBERS: Breiner, Frugoli, Nave & Mayor Mulryan NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Russom JE M. LEONCINI, City Clerk ORIGINA[ 7116? yml%��Lm­ COMMUNICATIONS INC _ ice. �� .� Service M 't!�' '�, I +46.1 \Villow Rd., Pleasanton, California 94966 For further information about this contract Agreement 3411 I�or the consideration herein provided, TEI, PLUS COMMUNICATIONS OF NORTHERN CALIFORNIA, INC. ("Setter") Iierehy agrees to provide the maintenance services described in paragraph 2 below to: City of Sun Rafael Firm Name (hereinafter referred to as "Customer'') at 1400 5th Avenue., San Rafael. CA 94901 Address 1400 5th Ave., San Rafael, CA 94901 Address of Installation (hereinafter referred to as ''Premises'') for the System described per the attached System Itemization Listing (being hereinafter referred to as the 'System") for the terra of this Agreement. 1. Term and Amount The term of the agreement shall be for a period of one years) commencing on December 21, 1956 and shall be automatically renewed from year to year thereafter at Seller's then prevailing rates, un- less either party gives the other party written notice of termination at least thirty (30) days prior to the ex- piration of the term, or extended term. Customer shall pay $ 8i9 .00 per Month for the maintenance service set forth below. 2. Maintenance Service jai Seller shall regularly inspect the equipment at such intervals and provide such service and repairs as may be reasonably necessary t!) keep the equipment operating in good working order. EP Sellcr shill use its hest efforts to respond to normal malfunctions originating within the s�,,,itching equipment or the station equip- ment within one business clay after notice thereof. Business day shall be understood to mean Monday through Friday, 8 a.m. to 5 p.m., except any holidays observed by either Seller or Customer. Service provided (Wtsicic of the business day shall be sur- charged at Seller's then current surcharge rate. (c, Seller shall use its best efforts to respond to malfunctions originating with the switching equipment which prevent the system from processing incoming and/or outgoing calls on the equipment within three (3) hours after receiving notice thereof. (d) Maintenance shall include the labor, soft- ware recoding, and parts required to repair or replace equipment which has become de- fective through normal wear and usage. (e) See Exhibit A 3. Exclusion From Service Expressly excluded from the service provided for under this agreement are: (a) Repair or maintenance for damages to or failure of the Systern(s) resulting from misuse, negligence, tampering, accident, abuse, fire, flood, wind, act of God or public enemy, wiring, repair, or alteration by anyone other than Seller without Seller's prior written approval; improper installa- tion by anyone other than Seller, its subcon- tractors or affiliates; use in violation of in- structions by Seller, damages caused by equipment or lines of the serving telephone utility company, parts which have been damaged or consumed by pests or domestic animals, or lost or stolen and any other repairs, replacement or maintenance except repairs, replacement or maintenance resulting from normal use of the equip- ment. Repairs necessitated by any of the above excluded causes shall be made by Seller if so requested by Customer and Customer agrees to pay Seller for such repairs at Seller's then current rate. Maintenan e ` �rvice Agreemei_ (b) Additions, Relocation and Removal. Seller shall upon the Cust�mer's written request, provide such servic�s as are necessary and available with respec'l�ff& System to add to, change or relocate the System. The Customer agrees to pay additional charges for such service at Seller's then current rate. Additional equipment or features ordered by the Customer are subject to the prevail- ing price at the time orders are placed. 4. Obligations of Customer (a) Customer shall pay to Seller, all charges, plus applicable taxes as set forth below: (i) For all of the maintenance service covered in Paragraph 2, Customer shall be obliged to pay the amount set forth in Paragraph 1. (ii) Charges for services provided as specified in Paragraph 3. (iii) The price for additional equipment and features ordered as specified in Paragraph 3. (h) "Payment"—The maintenance service charges set forth in Paragraph 1 of this Agreement shall be due and payable in ad- vance on the commencement date and each anniversary thereof throughout the main- tenance term. All other charges shall be due and payable upon receipt of invoice. (c) To permit performance of Services herein mentioned, Customer hereby grants Seller full access to the business premises of Customer. 5. Default (a) If Customer is delinquent in payment of sums of money owing to Seller for equip- ment or services invoiced under the provi- sions of this or any other agreement bet- ween Seller and Customer, Seller shall have the right, after written notice, to cease per- formance of maintenance service here- under until such time as such delinquencies are cured. Such suspension in service shall not extend the term of this agreement beyond the term herein provided. (b) In addition to all remedies available to 3417 Seller at law or in equity in the event of a default by Customer hereunder or under the terms of any other contract between Seller and Customer, Seller shall be entitled to collect interest upon the sum then due and owing at a maximum rate of 18% per annum from the due date of the last pay- ment until such default by Customer has been cured. It is expressly agreed and understood that in no event shall the ag- gregate interest exceed the maximum rate of interest which can be charged under the applicable state law. (c) Should Seller be obliged to institute legal ac- tion to enforce its rights hereunder, the pre- vailing party in such action shall be entitled to recover reasonable attorneys' fees in the amount allowed by the court. X ,Xr XtX . &XXAr $til eX HM yaX MAK �nxxa�l�g1�3�§�i�3�Xl�g�xrtl�irK: ii��eX�e�$tiX>��ki���X����>�?t�(�iltl� iXcit� � x�Xlft>�cxcl�d�IK 1KxiKmkxmlbmwx*)Mb NAOLXXXXXXXXX , �,� A,AXXXXXXxxx nd amended conditions 6. R Entire Agreement( See Exhibit B, atta-Qhq( Seller and Customer each represent that the --e )xc have the authority to enter into the Agreemen and at the same constitutes a valid and binding obligation of each party. The provisions contained in the foregoing and attached System Itemization constitute the entire agreement between Seller and the Customer and any alterations or modifications thereto must be in writing, reference this Agreement and be executed by both par- ties. If any provisions(s) of this Agreement are held to be il- legal, invalid or unenforceable, then such provision(s) shall be deemed null and void, without invalidating the remaining provisions hereof. Maintenance S..rvice Agreement 3 417 SELLER CUSTOMER By: ��7 z'C" r1fi�6M7 CITY OF SAN RAFAEL Firm Name Name—Please Print cl���r�ry 1 A( Title / ate Name—P ease Print r 12/15/86 Tit a Date 6/84 CPSL-203 Attest: 0 E M. LE INI, pity Cler Approved as to form: �c�kR�f RAGGHIANTI , Ci t A torney Maintem. -ace Service A,-,reement No. 3417 -station Telephone System and all associated equipment EXHIBIT "A" 2(e) Response time for e exgency service will not exceed 2 hours as provided for in section 10 of the purchase agreement which is below hereto and made a part of this service agreement. ?. Section 10. Limited Warranties of said System Order Agreement is hereby amended by deleting the third sentence of the second paragraph and substi- tution of the following therefor: "Detergency repair service during the warranty period will be provided without charge to customer seven (7) days a week and twenty-four (24) hours per day. Tel Plus Ccmmznications shall respond to requests for emergency repair service within two (2) hours after receipt of notice frcm customer's designated personnel that repairs are necessary, during warranty and thereafter. 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 crake or receive calls or to Process internal calls. D. Certain designated phones out of service in Police and Fire Departments. AMENDED C,'ONDITIONS 1. INDEMNIFICATION: Tel Plus Ccmminications expressly agrees to idemnification and save customer harmless from and against any and all claims, loss damage to or destruction of real or tangible personal property or bodily injury (including death) caused by the negligence of Tel Plus Communications, its employe -'es, agents or subcontractors in the performance of work under t1u s Agreement, except that the provisions of this paragraph shall not apply to claims, loss, damage to or destruction of real or tangible personal property or bodily injury (including death) caused by the negligence of customer, its employees, agents or subcontractors. 2. LIABILITY INSURANCE: Tel Plus C=T—uu cations shall, at the time of execution of this agreement, provide the City with proof of liability insurance in the following amounts: not less than $1,000,000.00 for personal injuries to one person and $500,000.00 for personal injuries to more than one person and $500,000.00 property damage. The liability endorsement shall name the City of San Rafael, its officers, agents, and employees as additional insureds with respect to liability arising out of Tel Plus' performance under this contract. It shall also provide that the policy will not be cancelled or its limits reduced without giving the City at least 30 days adance written notice.