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Home My WebLink AboutHardware Service Augusta Richmond GA DOCUMENT NAME: 'rQ'(6\JJ:}'(e., ~~\CL DOCUMENT TYPE: ~'(~-\- YEAR: BOX NUMBER: \S FILE NUMBER: \~~~ NUMBER OF PAGES: 0 " . " This HARDWARE SERVICE AGREEMENT (hereinafter Agreement) is entered into by and between Augusta-Richmond County, 530 Greene Street, Augusta, Georgia 30911 (hereinafter Customer), and Georgian Financial Consort, Inc. DBA/IntelliSystems, located at 209 Seventh Street, Second Floor, Augusta, Georgia 3090 I (hereinafter Service Provider). Subject to the tenns and conditions hereinafter set forth, the parties agree as follows: 1. TERM. This Agreement shall become effective upon signed date below and upon payment in full of purchase price of this contract and, unless sooner terminated as hereinafter provided, shall remain in full force and effect for an initial term of one (I) year from such date (hereinafter Initial Term). 2. MAINTENANCE SERVICE. The term Maintenance Service as used herein means Covered Maintenance and Billable Call Maintenance as hereinafter defined, performed by IntelliSystems in respect of the equipment identified on Equipment List provided with customer's Request for Proposal #02-060(hereinafter Equipment). All Equipment will be fully functional and serviceable prior to acceptance of this contract. 3, COVERED MAINTENANCE, The term 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 performed 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 #02-060. 4. BILLABLE CALL MAINTENANCE. The term Billable Call Maintenance as used herein means any maintenance, other than Covered Maintenance, performed 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 by maintenance or repair performed 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 #02-060. b, Repair of damage not caused by IntelliSystems including without limitation, damage resulting from accident, transportation, neglect or misuse, lightning, fire, eaJ1hquake, 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 firmware programming or any repair of any damage to Equipment caused by software or finTIware programming; and f. Reconditioning required when repair and parts replacement cannot keep Equipment in operating condition. " \ 6. PARTS. Covered Maintenance shall include replacement of unserviceable parts, except for supplies or expendable parts such as, but not limited to toner cartridges, ink rollers, ribbon cartridges, journal paper and magnetic tape cassettes. In the case of Billable Call 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 perfonned, in which event the maintenance shall include parts replacement as in the case of Covered Maintenance. All replacement parts become the property of IntelliSystems. 7. CHARGE TO CUSTOMERS a. Charges for Covered Maintenance. The applicable rates for Covered Maintenance are set forth in IntelliSystems' bid response as "PRlCE". b, Charges for Billable Maintenance, The applicable rates for Billable Call Maintenance are $75.00 per hour for nonnal business hours as previously defined. Rates for other than Billable Call Maintenance n0fl11al 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 Billable Call Maintenance. Travel time will be charged to Customer at the hourly Billable Call Rate then in effect for the hour or day the travel is performed. Travel expense will be charged as incurred and includes tolls, 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 if the maintenance is Billable Call Maintenance solely because of the hour or day when perfonned. 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 of features or attachments hereto. 8. Engineering Changes. All engineering changes or enhancements available to purchasers of Equipment shall be made available to Customer at IntelliSystems' nonnal prices, and on IntelliSystems' normal terms and conditions for such changes or enhancements, Within thirty (30) days after request by IntelliSystems, Customer agrees to provide IntelliSystems with access to all Equipment for installation of such changes. Access for such changes shall be provided by Customer during IntelliSystems' nornlal 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 IntelliSystems' total liability hereunder, including but not limited to, any alleged negligence of IntelliSystems 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. 1n no event willlntelliSystems 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 of IntelliSystems or otherwise. II. 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. .'. "', 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. DBA/lntelliSystems 209 Seventh Street Second Floor Augusta, GA 3090 I 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 tenns 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, [SEAL] ::,"~~ Printed name: .e. ;'/1 e. As its President ATTEST: Corporate Secretary [SEAL]