HomeMy WebLinkAboutCC Resolution 7022 (Maintenance Service Agr)RESOLUTION NO. 7022
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
COMPATH NATIONAL ( Maintenance Service Agreement for
a period of one (1) year commencing on December 21, 1984,
at a cost of $7,272 per 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 intro-
duced and adopted at a Regular
City held on Monday
meeting of the City Council of said
the fourth day of February
19 85_, by the following vote, to wit:
AYES: COUNCILMEMBERS : Breiner, Frugoli, Nave, Russom and Mayor Mulryan
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS : None
JEA NE M. LEONCINI*", City Clerk
(D��QTNAli
Mainten nce Service
NO.
Headquarters Office: 180 Grand Avenue, Oakland, California 94612
JAV
For the consideration herein provided, ALLTEL Systems, Inc. through its Agent COMPATH NATIONAL
("Seller") hereby agrees to provide the maintenance services described in paragraph 2 below to:
CITY OF SAN RAFAEL, 1400 5th Avenue, San Rafael, CA
Firm Name Address
(hereinafter referred to as "Customer") at
Samje
Address of Installation
(hereinafter referred to as "Premises")
for the Sy.nlem debcrihcd per tlw altudicd 5y:11tem llumizuliu►► Liming (being hereinafter referred to as the
"System") for the term of this Agreement.
1. Term and Amount
The term of the agreement shall be for a period of
one year(s) commencing on 12/'21/8-4
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 $ r,nr, - In per mini 1�
for the maintenance service set forth below.
2. Maintenance Service
(a) Seller shall regularly inspect the equipment
at such intervals and provide such service
and repairs as may be reasonably necessary
to keep the equipment operating in good
working order.
(b) Seller shall use its best efforts to respond to
normal malfunctions originating within the
switching equipment or the station equip-
ment within one business day 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
outside 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 System(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.
(b) Additions, Relocation and Removal. Seller
shall upon the Customer's written request,
provide such services as are necessary and
available with respect to the System to add
to, change or relocate the System. The
Maintenance �rvice Agreexrnex�4:
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.
(b) "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
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.
- 7� Entire Agreement
Seller and Customer each represent that Whhem zhave the authority to enter into the Agreement�andM b
the same constitutes a valid and binding obligation of
each party. The provisions contained in the foregoingx M
and attached System Itemization constitute the entire.,. Q,
agreement between Seller and the Customer and anytr GD
alterations or modifications thereto must be in writing, rr
reference this Agreement and be executed by both par -to o
ties. �J
If any provisions(s) of this Agreement are held to be it -w a
legal, invalid or unenforceable, then such provision(s) & N
shall be deemed null and void, without invalidatingl' 0
the remaining provisions hereof. �3' En
m
a
Maintenance � �;rviee Agreement
SELLER CUSTOMER
By: CITY OF SAN RAFAEL
Firm Name
Name—Please Print Lawrence E. Mulryan, ayor
Title Date Name—Please Print
ATT T:
2/4/85
t e N Date
Je ne M. Leoncini, City Clerk
6/84
Approved as to form: CPSL-203
to,
Maintenfi.1-nce Service Ageenient
NO.
1 - Citation Telephone System and All Associated Equipment
EXHIBIT "A"
2(e) Response time for emergency service will
not exceed 2 hours as provided for in
Section 14 of the purchase agreement which
is attached hereto and made a part of this
service agreement.
k
2. Section 10. Limited Warranties of said System Order Agree -
mentis hereby amended by deleting the third sentence of the
second paragraph and substitution of the following therefor:
"Emergency repair service during the warranty
period will be provided without charge to cus-
tomer seven (7) days a week and twenty-four (24)
hours per day. ComPath shall respond to requests
for emergency repair service within two (2) hours
after receipt of notice from customer's designated
personnel that repairs are necessary, during war-
ranty 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 make or receive
calls or to process internal calls.
D. Certain designated phones out of service
in Police and Fire Departments.
3. Section 14. Miscellaneous of said System Order Agreement is
hereby amended by deletion of the second paragraph and substitu-
tion of the following:
"ComPath has provided the customer with specifica-
tions for the telephone equipment area. Customer
warrants that the equipment area has been prepared
in accordance with ComPath's specifications. If
further modifications are required to the equipment
area due to customer's reliance on ComPath's speci-
fications, ComPath will pay the cost of such modi-
fications."
4. The following terms and conditions are hereby added to
said System Order Agreement.
"a. Acceptance. When ComPath, in good faith, be-
lieves that the installation date has occurred,
ComPath shall so advise customer. ComPath, Coopers
and Lybrand, and the customer shall jointly inspect
the system. Customer shall have a period of thirty
(30) days to evaluate the system for major system
failures. The one year warranty period will commence
upon acceptance, such acceptance shall not be un-
reasonably withheld. Under no circumstances shall
the acceptance period exceed ninety (90) days
following installation date. Any defects not rem-
edied within the acceptance period will be repaired
2.
�'.��? C ®M PATH NATIONAL
EXHIBIT "B°
AMENDED CONDITIONS
1. Indemnification:
Compath 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 Compath, its
employees, agents or subcontractors in the performance of work
under this 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:
Compath 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 Compath's 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 advance written notice.