HomeMy WebLinkAboutHardware Service Agreement
Augusta Richmond GA
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BOX NUMBER: 23
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Agreement for Services
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This HARDWARE SERVICE AGREEMENT (hereinafter Agreement) is entered into by and between Augusta, 530 Greene
Street, Augusta, Georgia 30911 (hereinafter Customer), and Georgian Financial Consort, Inc, DBNIntelliSystems, located at
209 Seventh Street, Second Floor, Augusta, Georgia 30901 (hereinafter Service Provider).
Subject to the terms and conditions hereinafter set forth, the parties agree as follows:
1, TERM, This Agreement shall become effective upon signed date below and upon receipt of first scheduled payment,
unless sooner terminated as hereinafter provided, shall remain in full force and effect for an initial term of one (1) year from
such date (hereinafter Initial Term), with the option to renew for additional one (1) year periods thereafter for up to four (4)
years in accordance to RFP #04-081A and based upon service and inventory reviews, Renewal price will be determined by
interpolation of per item pricing based on current stated Customer equipment inventory lists.
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 Price hereto (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 as
described in RFP # 04-081A and necessary to keep Customer's Equipment operating and all on-call remedial maintenance
performed by IntelliSystems hereunder with respect to the Equipqtent between the hours of 8:30 AM to 6:30 PM, Monday
through Friday, (except observed holidays). '
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 Equipment items.
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 firmware programming or any repair of any damage to Equipment
caused by software or firmware programming; and
f. Reconditioning required when repair and parts replacement cannot keep Equipment in operating condition.
(Equipment requiring reconditioning will be mutually agreed upon by both parties.)
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 performed, 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 "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 Call Maintenance normal business
, hours are $150,00 per hour with a two-hour minimum.
c. 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' normal 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' 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. LIMIT ATION OF HARDWARE REPLACEMENT LIABILITY. Customer agrees that IntelliSystems' total hardware
replacement 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. In no event will
IntelliSystems 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.
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.
12. CONFIDENTIAL INFORMATION. As in accordance with the Georgia Open Records Act O.c.G.A. ~ 50-18-70, et
seq., each party agrees that information concerning the other party's business (including that of all corporate affiliates and
subcontractors) is "Confidential Information" and shall be maintained in confidence and not disclosed, used or duplicated.
Confidential Information may include, without limitation, terms and conditions of this agreement, financial information, pricing
information, information related to mergers or acquisitions, software, software documentation, and information concerning
business plans or business strategy. Each party may use Confidential Information of the other only in connection with
performance under this Agreement. The parties shall not copy Confidential Information or disclose Confidential Information to
persons who do not need Confidential Information in order to perform under this Agreement. Both parties shall notify the other
immediately of any Open Records request arising out of this contract and shall provide to the other party a copy of any response
to the same.
These obligations do not apply to Confidential Information which: a) As shown by reasonably documented proof, was in the
other's possession prior to receipt from the disclosing party; or b) As shown by reasonably documented proof, was received by
one party in good faith from a third party not subject to a confidential obligation to the other party; or c) Now is or later
becomes publicly known through no breach of confidential obligation by the receiving party; or d) Is disclosed to a third party
by the source without a similar non-disclosure restriction; or e) Was developed by the receiving party without the developing
person(s) having access to any of the Confidential Information received from the other party; or t) Is authorized in writing by
the disclosing party to be released or is designated in writing by that party as no longer being confidential or proprietary.
13. 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.
DBAlIntelliSystems
209 Seventh Street
Second Floor
Augusta, GA 30901
IF to Customer:
Augusta
ATTN: Information Technology Director
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.
14. 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, #04-081A,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.
15. 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.
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Georgian Financial Consort, Ine, DBAlIntelliSystems
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(Authorized Signature)
By:
Name: Kevin Wade
Title: President
Augusta, Georgi
By:
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'Title:' , Clerk of Commission
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