HomeMy WebLinkAboutHardware Service Agreement Georgian Financial Consort
Augusta Richmond GA
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STATE OF GEORGIA )
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COUNTY OF RICHMOND )
AGREEMENT
This HARDWARE SERVICE AGREEMENT (hereinafter Agreement) is entered into by and between Augusta,
Georgia, a political subdivision of the State of Georgia, 530 Greene Street, Augusta, Georgia 309] I (hereinafter Customer),
and Georgian Financial Consort, Inc. DBNlntelliSystems, located at 209 Seventh Street, Second Floor, Augusta, Georgia
3090] (hereinafter Service Provider).
NOW THEREFORE, in and for valuable consideration, the sufficiency of which is hereby acknowledged, subject to
the tenns and conditions hereinafter set forth, the parties, intended to be legally bound, do agree as follows:
1. TERM. This Agreement shall become effective upon signed date below and, unless sooner tenninated as hereinafter
provided, shall remain in full force and effect for an initial tenn of one (I) year from such date (hereinafter Initial Tenn) ,
2. MAINTENANCE SERVICE. The tenn Maintenance Service as used herein means Covered Maintenance and Billable
Call Maintenance as hereinafter ..l:ktined, perfonned by IntelliSystems in respect of the equipment identified on Equipment List
provided with customer's Request for Proposal, #03-051, hereto (hereinafter Equipment). All Equipment will be fully
functional and serviceable prior to acceptance of this contract.
3. COVERED MAINTENANCE. The tenn Covered Maintenance as used herein means the periodic maintenance
IntelliSystems deems reasonably appropriate and necessary to keep Customer's Equipment operating and all on-call remedial
maintenance perfonned by IntelliSystems hereunder with respect to the Equipment between the hours of 8:30 AM to 6:30 PM,
Monday through FridaY., (except observed holidays). All new equipment coverage will be extended to on-site. A monthly
report outlining all repairs, equipment, and estimated non-contractual costs. One (I) Preventive Maintenance (PM). As outlined
in RFP #03-05 I .
4. BILLABLE CALL MAINTENANCE. The tenn Billable Call Maintenance as used herein means any maintenance,
other than Covered Maintenance, perfonned by IntelliSystems and includes, but is not limited to, the following types of
maintenance:
a. Work requested by Customer for rearrangement, such as additional wiring, moving other equipment or
cables, relocating Equipment or repairing a previously prepared site or station to make it operational.
b. Electrical work external to the Equipment.
c. Refinishing of Equipment.
d. Adding or removing accessories, attachments or other devices.
e. Work on Equipment caused ~y maintenance or repair perfonned by other than authorized IntelliSystems'
personnel or resulting from improper operation by Customer personnel.
f. Specific requests by Customer for maintenance in addition to Covered Maintenance requirements.
5, EXCLUSIONS FROM COVERED MAINTENANCE. Covered Maintenance does NOT include:
a. Maintenance of accessories, attachments, supplies, machines or other devices that are not outlined in RFP
#03-05 I.
b. Repair of damage not caused by IntelliSystems including without limitation, damage resulting from accident,
transportation, neglect or misuse, lightning, fire, earthquake, or Acts of God in General, failure or fluctuation
of electrical power, air conditioning or humidity control, telephone equipment or communication lines failure,
failure of foreign interconnect equipment, use of external materials which do not adhere to Manufacturers'
specifications, or causes other than ordinary use.
c. Specification changes.
d. Service which is impractical for IntelliSystems to render because of alterations in the Equipment made by
persons other than IntelliSystems without receiving IntelliSystems prior written approval; the connection of
Equipment by mechanical or electrical means to another machine or device; or the physical inaccessibility of
Equipment.
e.
Any service in respect of software or fmnware programming or any repair of ~y damage to Equipment
caused by software or fmnware programming; and
Reconditioning required when repair and parts replacement cannot keep Equipment in operating condition.
f.
6. PARTS. Covered Maintenance shalI include replacement of unserviceable parts, except for supplies or expendable
parts such as, but not limited to toner cartridges, ink rolIers, ribbon cartridges, journal paper and magnetic tape cassettes. In the
case of Billable CalI Maintenance, replacement of unserviceable parts shall be made at IntelliSystems' replacement part prices
current at the time of replacement, unless the maintenance involving replacement is Billable Call Maintenance solely because of
the hour or day when performed, in which event the maintenance shalI include parts replacement as in the case of Covered
Maintenance. All replacement parts become the property of IntelliSystems.
There wilI be mutually agreed upon minimum spare parts on hand.
7. CHARGE TO CUSTOMERS
a. Charges for Covered Maintenance. The applicable rates for Covered Maintenance are set forth in
IntelliSystems' bid response as "PRICE".
b. Charges for Billable Maintenance. The applicable rates for Billable Call Maintenance are $85.00 per hour for
normal business hours as previously defined. Rates for other than Billable CalI Maintenance normal business
hours are $150.00 per hour with a two-hour minimum.
c. Charges for Travel. Customer shall pay for travel time and travel expense in connection with BilIable Call
Maintenance. Travel time wilI be charged to Customer at the hourly Billable Call Rate then in effect for the
hour or day the travel is performed. Travel expense wilI be charged as incurred and includes tolIs, parking
and other out-of-pocket cost plus mileage at the then current rates. There will be no additional charge to
Customer for travel expense incurred in connection with Covered Maintenance or ifthe maintenance is
BilIable Call Maintenance solely because of the hour or day when performed.
d. Charge for Equipment or Specification Changes. All maintenance charges are subject to increase or decrease
upon any changes in the specifications for equipment of upon addition offeatures or attachments hereto.
8. Engineering Changes. All engineering changes or enhancements available to purchasers of Equipment shalI be made
available to Customer at IntelliSystems' normal prices, and on IntelliSystems' normal tenus and conditions for such changes or
enhancements. Within thirty (30) days after request by IntelliSystems, Customer agrees to provide IntelliSystems with access to
alI Equipment for instalIation of such changes. Access for such changes shall be provided by Customer during IntelliSystems'
normal working hours, or as otherwise mutually agreed. IntelliSystems agrees to use its best efforts not to interfere with
Customer's data collection operations in the process of making such engineering changes.
9. Disclaimer of Warranty. IntelliSystems makes no warranty of any kind, express or implied, including without
limitation, any warranty of merchantability or fitness for a particular purpose with respect to the subject matter hereof,
maintenance to be performed by IntelliSystems pursuant to the terms hereof, or parts to be supplied hereunder.
10. Limitation of Liability. Customer agrees that IntelIiSystems' total liability hereunder, including but not limited to, any
alIeged negligence of IntelIiSystems shall not exceed the amount paid for Covered Maintenance by Customer to IntelliSystems
attributable to the particular unit of Equipment directly involved for the three (3) months immediately preceding the occurrence
giving rise to any claim by Customer. In no event wilI IntelIiSystems be liable for any incidental or consequential damages,
including without limitation, loss of use, loss of data, loss of profits, or liability to third parties, however caused, whether by the
negligence ofIntelliSystems or otherwise.
11. Force Majeure. IntelliSystems shall not be liable to Customer for any delay or failure by IntelliSystems to perform its
obligations under this Agreement or otherwise if such delay or failure arises from any cause or causes beyond the reasonable
control of IntelliSystems, including but not limited to labor disputes, strikes, other labor or industrial disturbances, acts of God,
floods, lightning, shortages of materials, rationing, utility or communication failures, earthquakes, casualty, war, acts of the
public enemy, riots, insurrections, embargoes, blockages, actions, restrictions, regulations or orders of any government, agency
or subdivision thereof.
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12. NOTICES. Any notice, request, instruction or other document pertaining to this Agreement shall be in writing and
delivered personally or sent by U.S. Mail, postage prepaid, and addressed as follows:
IF to IntelliSystems:
Georgian Financial Consort, Inc.
DBNIntelliSystems
209 Seventh Street
Second Floor
Augusta, GA 30901
IF to Customer:
Augusta/Richmond County
Information Technology Department
530 Greene Street, Annex 101
Augusta, GA 30911
Either party may change the address to which notice is to be sent by giving written notice thereof to the other party.
13. GENERAL. This Agreement shall be governed by the laws of the State of Georgia and constitutes the entire agreement
between the parties hereto with respect to maintenance of Equipment, and shall supersede all previous or contemporaneous
negotiations, commitments and writings with respect to matters set forth herein. It may only be modified by a writing signed by
authorized representatives of both parties. The terms and provisions of this Agreement shall defer to original Request For
Proposal where conflicts with this Agreement may exist. The terms and provisions of this Agreement shall prevail over any
conflicting, additional or other terms appearing on any purchase order submitted by Customer at any time. Neither this
Agreement nor any rights hereunder may be assigned or otherwise transferred by either party, except to any corporation
controlled by or under common control with the assigned party, or in connection with the acquisition of, or the sale of
substantially all of, the assets of the business to which this Agreement pertains.
14. VENUE. All claims, disputes and other matters in question between the Customer and the Service Provider arising out
of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia.
The Service Provider, by executing this Agreement, specifically consents to jurisdiction and venue in Richmond County and
waives any right to contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia.
15. OPEN RECORDS ACT. Contractor acknowledges that this Agreement and certain documentation may be subject to
the Georgia Open Records Act (O.C.G.A. ~ 50-18-70, et seq. Contractor shall cooperate fully in responding to such request and
shall make all records, not exempt, available for inspection and copying as required by law,
IN WITNESS WHEREOF, the parties have set their hands and seals as of this i/ 171: day of i1J &/J &l/,
2003.
ATTEST ~~~
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ATTEST:
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