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HomeMy WebLinkAboutCC Resolution 6771 (Maintenance Service Agreement)RESOLUTION NO. 6771 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 ALLTEL SYSTEMS, INC., COMPATH DIVISION ( Maintenance Service Agreement for a period of one (1) year commencing on December 21, 1983, at a east of $6,300 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 meeting of the City Council of said City held on Monday the 2nd day of April 19 84 , by the following vote, to wit: AYES: COUNCILMEMBERS: Breiner, Frugoli, Nave, Russom & Mayor Mulryan NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None JIQN,E M. LEONCINI, City Clerk (DRRg�NAL Corporate Offices: 180 Grand Avenue, Oakland, California 94612 Maintenanc emc e e Agreement NO. 113-885 For the consideration herein, provided, ComPath hereby agrees to provide the maintenance services described in paragraph 2 below to: Firm Name Address (hereinafter referred to as "Customer") at Same Address of Installation (hereinafter referred to as "Premises"). for the System described on the System Itemization Listing (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 1 year(s) commencing on 12/21/83 and shall be automatically renewed from year to year thereafter at ComPath's -then prevailing rates, unless either party gives the other party written notice of termination at least thirty (30) days prior to the expiration of the term, or extended term. Customer shall pay $ 525.00 per month for the maintenance service set forth below. 2. Maintenance Service (a) ComPath 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) ComPath shall use its best efforts to respond to normal malfunctions originating within the switch- ing equipment or the station equipment 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 ComPath or Customer. Service provided outside of the business day shall be surcharged at ComPath's then current surcharge rate. (c) ComPath shall use its best efforts to respond to malfunctions originating with the switching equip- ment 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, software recoding, and parts required to repair or replace equipment which has become defective through normal wear and usage. Maintenance Service Agreement 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 altera- tion by anyone other than ComPath without ComPath's prior written approval; improper installa- tion by anyone other than ComPath, its subcontractors or affiliates; use in violation of instructions by ComPath, damages cause 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 nor- mal use of the equipment. Repairs necessitated by any of the above excluded causes shall be made by ComPath if so requested by Customer and Customer agrees to pay ComPath for such repairs at ComPath's then current rate. (b) Additions, Relocation and Removal. ComPath 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 Customer agrees to pay additional charges for such service at ComPath's then cur- rent rate. Additional equipment or features ordered by the Customer are subject to the prevailing price at the time orders are placed. 4. Obligations of Customer (a) Customer shall pay to ComPath, 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 advance on the commencement date and each anniversary thereof throughout the maintenance term. All other charges shall be due and payable upon receipt of invoice. (c) To permit performance of Services herein mentioned, Customer hereby grants ComPath full access to the business premises of Customer. 5. Default (a) If Customer is delinquent in payment of sums of money owing to ComPath for equipment or ser- vices invoiced under the provisions of this or any other agreement between ComPath and Customer, ComPath shall have the right, after written notice, to cease performance of maintenance service hereunder 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 ComPath at law or in equity in the event of a default by Customer hereunder or under the terms of any other contract between ComPath and Customer, ComPath 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. payment until such default by Customer has been cured. It is expressly agreed and understood that in no event shall the aggregate interest exceed the maximum rate of'intc.-est which can ' - charged unc' the applicable state law. Maintenance Service Agreement (c) Should ComPath be obliged to institute legal action to enforce its rights hereunder, the prevailing party in such action shall be entitled to recover reasonable attorneys' fees in the amount allowed by the court. and amended conditions 6 • Entire Agreement (See Exhibit B attached) . ComPath and Customer each represent that they have the authority to enter into `tlie`Zj reement7,a�nd�ha 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 ComPath and the Customer and any alterations or modifications thereto must be in writing, reference this Agreement and be executed by both parties. If any provision(s) of this Agreement are held to be illegal, invalid or unenforceable, then such provision(s) shall be deemed null and void, without invalidating the remaining provisions hereof. COMPATH / CUSTOMER By: -Gi-ty of San Rafael F*rm me Rich Mollison By: Name—Please Print cr,Prat-;nn-, Mana!qpr /28/84_ Lawrence E. Mulrvan Title Date Name—Please Print Mayor 4/2/84 Title Date Attest: �• 8/83 L-203 anne M. Leonc ni, City Clerk Approved as to Form: eter J. Muzje6, City A�orney EXHIBIT "A" 2(e) Response time for emergency service will not exceed 2 hours as provided for in Section 10 of the purchase agreement which is attached hereto and made a part of this service agreement. MA 2. Section 10. Limited Warranties of said System Order Agree- ment is 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) clays 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. LUEL SYSTEMS EXHIBIT "B" AMENDED CONDITIONS 1. Irrlemnification: ComPath expressly agrees to indemnify 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 for personal injuries to one person and $5,000,000 for per- sonal injuries to more than one person and $500,000 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. �:.:r;::�: :�..