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CONTRACT 6946A Maintenance and Repair Agreement9NARP BUBINfi99 9Y9TEM6 CUSTOMER CARE MAINTENANCE AGREEMENT SBS SOUTHERN CALIFORNIA Agreement No. 6946A ACCOUNT IDa SALES REG: gCCOUNf IOB START DATE: 0009008609 Kevin WhecY 1/1612024 COMPANY NAME MMPANYNAME CITY OF EL SEGUNDO CITY OF EL SEGUNDO ADDRESS ADDRESS 350 MAIN ST 350 MAIN ST CITY STATE ZIP CODE CITY STATE ZIP CODE EL SEGUNDO California 90245-3813 ELSEGUNDO Califomla 90245-3913 BILLING CONTACT SERVICE CONTACT PHONE Cao Nguyen Le CaD Nguyen Le 310-524-2355 ..PHONE EMAILADDRESS 310-5244355 rn pry l u d -Ore EMAIL ADDRESS METER CONTACT PHONE Cnle I ndD.or ,lose Calderon 310-5242355 POOL CONTRACT NUMBER GROUP IDENTIFIER 04,A ,AODRE'5;5 r�l kiSfX�C"d64".43nCICN,.�„d,� AUTHORIZING CONTRACT NUMBER (GSA/SOURCEWEUISTATE,ETC,) MICAS CONTACT PHONE Jose Calderon PURCHASE ORDER NUMBER EMAIL ADDRESS .'colder n eke undo.or TERM: BASE CHARGE TOTAL SMART RATE MlfrSErURm Parts Drums 8Toner CToner Staples BILLING?Labor 48 $2,695.00 $0.00 $0.00 YES YES YES YES YES YES NO Monthly Monthly -, B B Bose Charpe POOLBILUNG hidudedln CATEGORY BASE CHARGE SUBTOTALS FREQUENCY CATEGORY INCLUDED IMAGES FREQUENCY EXCESS CHARGE Lome BW $25 .00 BIN 70,000 Monthly 0.00370 L NO Monthly - - - COLOR $2,436,00 COLOR 70,000 Monthly 0.03500 BW 0, 0 0 Quarterly NO MonthlyBW COLOR ,�yY.!'0 $tA.,. COLOR 0 Quarterly BW BW 0 Quarterly NO Monthly -- COLOR X COLOR 0 Quarterly SBS BILLING SMART RATE SUBTOTALS ITEMIZED BY TYPE & QTY Bw COLORQUANTITY.... RATE GlIAN ITY RATE NETWORKED $0.00 NETWORKED PRINTER/DESKTOP 0 0 PRINTERS/DESKTOPS Smart Rate Monthly, In LOCAL/SINGLE USER PRINTER 0 billed by SBS LOCAL/SINGLE USER $0.00 arrears 0 PRINTERS/DESKTOPS LOCAL/SINGLE USER DESKTOP Q ihavnrtad'and..,andacaTareatawa Hooa eamlcrLee eoen, and eareNtao stand hamin,andon the reverse side thereof, as the anN apaentmt parblM re to the cOpme t hemwer. alo abler apeemerdsapply WI eq—siv aafd onthetweeofthkapeemerdorbrdamrftacbspes-0 d above -I understadaN rrrenermab areberidone5X11ImAdmun+l sbrµealded braes adns eeherrabe noted. Outwer has dedYrd malntemme maerage at this Uer.The mstomer understarem otrtaMme rldmerance coverage later nary Mrcharses In addIdan to the Normal rabneronee drartrw and has been Inbm,d v to the olnmd dme and nahrt.I blU ft mom THI3 AGREEMENT SHALL NOT BE EFFECTIVE UNLESS SIGNED BY THE CUSTOMER AND SB.S CONTRACT MANAGEMENT Maintenance Agreement contracts are notrrefundable, non-trontfemble, and non- rnmelabre. Price does not include applicable tones Sharp Business Systems Is a off rislun of Sharp El cbanics Corporation. 7-3-24 ident SBS Darrell Ma APPROVED AS TO FORM: MARKO.HENSLEY,CITYATTORNEY 4' r.ITV f:l FRK RICK MANAr:FMFHT- 7-10-23-2023.MA,,4 - USA-SEC-2023-SBS-00001(v. 2023.11.15) Agreement No. 6946A CUSTOMER CARE MAINTENANCE AGREEMENT EQUIPMENT COVERED CONTINUED 1 Sharp BP-70C45 350 MAIN ST EL SEGUNDO CA 10245 1 Sharp BP-70C45 350 MAIN ST EL SF6UND0 CA 902455 1 Sharp BP-70C45 350 MAIN ST ELSEGUNDO CA 90245 1 Sharp BP-70C45 350 MAIN ST EL SEGUNDO CA 90245 1 Sharp BP-70C45 3.48 MAIN ST EL SEGUNDO CA 902451 1 Sharp BP-70C45 401 SHELDON ST EL SEGUNDO CA 90245 1 Sharp BP-70C45 339 SHELDON 5T EL SEGUNDO CA 90245 1 Sharp 13P-70C45 300 E PINE AVE EL SEGUNDO CA 90245 1 Sharp BP-70C45 111 W MARIPOSA AVE EL SEGUNDO CA 90245 1 Sharp BP-70C45 111 W MARIPOSA AVE EL SEGUNDO CA 90245 1 S�745 150 ILLIONIS ST EL SEGUNDO CA 90245 1 S 2240 E GRAND AVE EL SEGUNDO CA 90245 1 Sharp BP-70C45 ,. 314 MAIN ST EL SEGUNDO CA 90245 1 Sharp BP-70C45 348 MAIN ST EL SEGUNDO CA 90245 1 Sharp BP-70C45 348 MAIN ST EL SEGUNDO CA 90245 1 Sharp BP-70065 350 MAIN ST EL SEGUNDO CA 90245 1 Sharp BP-70065 350 MAIN ST EL SEGUNDO CA 90245 1 Sharp BP-70065 350 MAIN ST EL SEGUNDO CA 90245 1 Sharp MX-8081 350 MAIN ST EL SEGUNDO CA 90245 1 Sharp MX-8081 348 MAIN ST EL SEGUNDO CA 90245 1 Sharp MX-8081 348 MAIN ST EL SEGUNDO CA 90245 .-E- 1 Sharp BP-BSSDWD 2201 E MARIPOSA AV EL SEGUNDO CA 90245 1 Sharp MXC528F 2201 E MARIPOSA AV EL SEGUNDO CA 90245 1 Sharp MXC528F 400 LOMITA ST EL SEGUNDO CA 90245 MAINTENANCE AGREEMENT TERMS AND CONDIT&Wem e nt NO. 6946A 1. GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the material for adjustments, repair and replacements of parts ("Maintenance") as required by normal use of the equipment identified on the front page of this Agreement ("Equipment"). Maintenance does not cover charges for installation, relocating or de -installation of the Equipment. Service necessary to repair damage to the Equipment caused by misuse, abuse, negligence, attachment of unauthorized components, accessories or parts, use of substandard paper or substandard supplies, other causes beyond the control of SBS or such causes which would void the Equipment's warranty and that are solely attributable to Customer are not covered by this Agreement. Any such repairs identified in the proceeding sentence shall be separately billed to customer and may lead to the termination of this Agreement. In addition, SBS may terminate this Agreement if the equipment is modified, damaged, altered or serviced by personnel other than the SBS Authorized Personnel, or if parts, accessories, or components not meeting machine specifications are added to the Equipment. Maintenance shall not cover charges for repairs needed as a result of Customer or third party modifications to software or hardware. 2. MAINTENANCE VISITS Maintenance visits will be made during standard'weekday business hours at the address shown on the first page of this Agreement. Maintenance visits requested for holidays, weekends or after standard business hours may result in additional charges for travel and labor pursuant to SBS's standard overtime rates in effect at the time of the Maintenance visit. Customer will submit requests for Maintenance through an SBS- maintained online portal, e-mail, written correspondence, or telephone. SBS must respond to Customer's Maintenance request submitted during standard weekday business hours within a timely manner but in no event more than four (4) business hours after acknowledgement of Customer's Maintenance request. SBS will not connect, disconnect, repair or otherwise service non -Sharp approved attachments, components or accessories. Customer is responsible for disconnecting and reconnecting non -Sharp approved attachments, components or accessories. Maintenance performed during a Maintenance visit includes lubrication and cleaning of the Equipment and the adjustment, repair or replacement of parts described below. SBS reserves the right to exchange Equipment in certain situations rather than service on site and such exchange Equipment must be the identical make or model or of comparable quality as the Equipment being replaced and provided at no cost to Customer. 3. REPAIR AND REPLACEMENT OF PARTS All parts necessary to the operation of the Equipment requiring replacement due to normal wear and tear, subject to the general scope of coverage, will be furnished free of charge during a service call. 4. MAJOR REPAIRS, REPLACEMENT, AND UPGRADES Throughout the term of this Agreement: Overhaul. Major repairs resulting from misuse of the product or overall failure of the Equipment resulting from the normal end of life cycle of the Equipment ("Overhaul") shall not be considered covered Maintenance. Should, in the opinions of SBS and Customer, an Overhaul be necessary for the Equipment to be in working condition, SBS will submit to the Customer an estimate of needed repairs and their additional cost. If the Customer does not authorize such Overhaul, SBS may, at its option, discontinue Maintenance of the Equipment under this Agreement. Thereafter, SBS may make service available on a "Per Call" basis based upon SBS's standard rates in effect at the time of service. Replacement. Equipment maintained under the scope of this Agreement will be replaced by SBS when (a) repairs beyond customary repairs, maintenance, or part replacements resulting from ordinary use not constituting Overhaul; (b) three maintenance visits or service events within a 30-day time frame; or (c) a maintenance visit or service event cost exceeding the current market price to replace the Equipment is required for the Equipment to be in working condition. Upon written confirmation by SBS and Customer for a replacement under (a), (b), and or (c), above, which shall not be unreasonably withheld, SBS will deliver and install a replacement or refurbished Equipment within ten (10) business days of such written confirmation. Notwithstanding the foregoing, SBS must, within two (2) business days of such written confirmation, deliver and install temporary loaner Equipment to prevent disruption of Customer's operations. Any exchange, loaner or replacement Equipment provided pursuant to this Agreement will be of identical make or model or of comparable quality. SBS will be responsible for any and all cost related to the purchase, delivery, and installation of the exchange, loaner or replacement Equipment. Removal of Equipment. Customer is required to notify SBS of any equipment changes or disposition (i.e. physically moved or removed for retirement purposes, etc.). For deletions to the Equipment, Customer must submit a configuration report generated from the printer to SBS. 5. USE OF SBS SUPPLIES Customer is obligated to use SBS approved supplies under this Agreement. If, however, the Customer uses other than SBS approved supplies (other than paper) and such supplies result, in SBS's reasonable judgment, additional Maintenance, then SBS may, at its option, assess a surcharge or terminate this Agreement. If SBS terminates this Agreement, SBS may make service available on a "Per Call" basis based upon SBS's standard rates in effect at the time of service. 6. SUPPLIES Supplies selected, if any, on the front of this Agreement ("Supplies"), shall be included under this Agreement. SBS will provide such selected Supplies to the Customer based upon normal yields. Supplies provided are for use with the Equipment covered by this Agreement only and are not for resale or for use with other equipment. If the Customer's usage of the Supplies exceeds the normal yields for the Equipment being serviced, SBS will invoice and the Customer agrees to pay, for the excess supplies at SBS's Current retail prices then in effect. SBS reserves the right to charge for supplies and freight. Normal yield is defined as the published industry standard yield for the product model covered under this Agreement. 7. ELECTRICAL REQUIREMENTS In order to ensure optimum performance of the Equipment, Customer must comply with all Sharp required electrical specifications, including but not limited to use of designated circuit and outlets and required voltage requirements. These power standards are required by UL and/or local safety regulations. 8. CHARGES The initial charge for Maintenance under this Agreement is non-refundable and shall be the amount set forth on the first page of this Agreement. Customer shall be charged according to the payment cycle indicated on the front page of this Agreement. Customer shall pay all charges within twenty (20) days of the date of the SBS invoice. Past due amounts shall accrue interest at a rate not to exceed 1.5% per month. If any Equipment which is subject to this Agreement, or any renewal hereof, is moved to a new SBS service territory, SBS shall have the option of charging the Customer an amount equal to the difference in the published maintenance charges between the current SBS service territory and that of the new SBS service territory (on a pro rata basis). If such Equipment is moved beyond any SBS service territory, SBS reserves the right to cancel this Agreement, upon written notice to the Customer, or SBS may charge (and Customer hereby agrees to pay) a fair and reasonable upcharge for continued service. In so doing SBS may take into account the distance to Customer's new location and SBS published rates for SBS's "time and materials", "Per Call" service. A fuel surcharge may be imposed when fuel prices exceed 10% of the cost of fuel at the execution of this agreement. 9. METER READINGS Customer is obligated to provide meter reading(s) in a timely manner upon request. If the Customer fails or refuses to provide the meter reading in a timely manner, SBS may estimate the meter based upon historical meter readings. The estimated meter will then be applied in the same manner as if the meter had been supplied by the Customer and the Customer agrees to pay any overage charges that may result from the estimated meter reading. A monthly service fee may be assessed if Customer elects for non -participation in the SBS meter collection automation software. 10. TERM This Agreement shall become effective upon SBS's receipt from Customer of the initial non-refundable maintenance charge, as set forth on the first page of this Agreement, or for such Customers that are to be billed in arrears, upon the date indicated in the "Start Date" portion of the first page of this Agreement. The term of this Agreement shall be as specified on the face page of this Agreement and upon expiration shall continue on a month -to - month basis under the same terms and conditions, including without limitation, the payment amount indicated on the front page of this Agreement, until either Customer provides SBS with thirty (30) days prior written notice of termination or SBS provides Customer with sixty (60) days prior written notice of termination. In the event that Customer reaches or exceeds the allowance, as specified on the first page of this Agreement, prior to the expiration of the initial term, or any renewal term under this Agreement, Customer hereby agrees to pay SBS the SBS excess meter rate then in effect and same shall apply to all of Customer's excess meter amounts, through the end of the term of this Agreement. During the term of this Agreements (not CPC leases), SBS shall have the right to terminate this Agreement upon ninety (90) days prior written notice and Customer shall have the right to terminate this Agreement upon thirty (30) days prior written notice. 11. EVENT OF DEFAULT AND TERMINATION SBS' failure to comply with this Agreement, and more particularly, Sections 2, 4, and 10, shall constitute an Event of Breach subject to immediate for cause termination, provided however, Customer must provide written notice of the Event of Breach and SBS shall have fifteen (15) business days upon receipt of written notice to cure the breach. The Customer's failure to pay any amount due under this Agreement, or breach of any other obligation herein shall constitute an Event of Default. Upon an Event of Default, SBS may, in its discretion take any one or more of the following actions: (i) cease performing all Maintenance�orr anyt o'thOr 6946Aunder this Agreement; (ii) furnish Maintenance or service upon a prepaid, "Per Call" basis; and/or (iii) terminate this Agreement. Customer shall be obligated to pay any amounts due and owing to SBS within fifteen (15) business days of the expiration or termination of this Agreement. Customer, upon payment of all such amounts due, shall thereafter have no further liability or obligation to SBS whatsoever for any further fees or expenses arising hereunder. In the event SBS terminates this Agreement because of the breach of Customer, SBS shall be entitled to payment for work in progress plus reimbursement for out-of-pocket expenses. 12. INDEMNITY Customer and SBS agree to save, indemnify, defend, and hold harmless each other from any and all liability, claims, suits, actions, arbitration proceedings, administrative proceedings, and regulatory proceedings, losses, expenses, or any third -party injury or damage of any kind whatsoever, whether actual, alleged, or threatened, attorney fees, court costs, and any other costs of any nature without restriction incurred in relation to, as a consequence of, or arising out'of, the performance of this Agreement, and attributable to the fault of the other. The foregoing provisions of this paragraph -12 shall survive the termination or expiration of this Agreement to the extent permitted by Law. 13. ENTIRE AGREEMENT This constitutes the entire Agreement between the parties relating to the subject matter hereof. Any modification to this Agreement must be in writing and signed by both parties. 14. SUCESSORS AND ASSIGNS; TERMINATION Neither party may assign this Agreement or any of its rights or obligations hereunder, without the prior written approval of the other party, which will not be unreasonably withheld, except that either party may assign its obligations and rights to a wholly owned subsidiary, parent corporation, or entity under the same ownership, operation, or control 15. SEVERABILITY If any provision in this Agreement is held invalid or unenforceable by a body of competent jurisdiction, such provision will be construed, limited or, if necessary, severed to the extent necessary to eliminate such invalidity or unenforceability. The Parties agree to negotiate in good faith a valid, enforceable substitute provision that most nearly affects the Parties' original intent in entering into this Agreement or to provide an equitable adjustment in the event no such provision can be added. The other provisions of this Agreement shall remain in full force and effect. 16. COUNTERPARTS AND ELECTRONIC SIGNATURES This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which together shall constitute one Agreement binding on all parties hereto, notwithstanding, that all the parties have not signed the same counterpart. A faxed or electronic signature of this Agreement bearing authorized signatures may be treated as an original. 17. JURISDICTION All parties hereby consent to the exclusive jurisdiction of the Federal Courts located in Los Angeles County, California and the State Courts located in Los Angeles County, California in any proceeding arising out of or relating to this Agreement. 18. LIMITATION OF LIABILITY To the extent permitted by Law, in no event shall SBS be liable to Customer for any special, incidental, consequential, or indirect damages, loss of business profits, business interruption, loss of business information in any way related to the Equipment or the actions of SBS. The Customer acknowledges that the Maintenance for MFPs provided by SBS is for the mechanical maintenance of the Equipment only, and that this Agreement does not cover any software, networking or any other connectivity or functionality maintenance, services, or support beyond the MFP. EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER FOR DAMAGES FROM ANY AND ALL CAUSES WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR NEGLIGENCE, SHALL BE LIMITED TO THE AMOUNT OF THE AGGRIEVED PARTY'S ACTUAL DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO SBS FOR THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE CAUSE OF ACTION ACCRUED. 19. THIRD PARTY PRODUCTS Any third party products provided to Customer by SBS, or any third party products that Customer will utilize through SBS's services, pursuant to this Agreement including but not limited to third party hardware, software, peripherals and accessories (collectively, "Third Party Products") shall be provided to Customer "as is". SBS shall use reasonable efforts to assign all warranties (if any) for the Third Party Products to Customer, but will have no liability whatsoever for such Third Party Products. All Third Party Products are provided WITHOUT ANY WARRANTY WHATSOEVER as between SBS and Customer, and SBS shall not be held liable as an insurer or guarantor of the performance or quality of Third Party Products. In no event will SBS be liable for any damages caused by performance or non-performance of any Third Party Product. In addition, SBS assumes no liability for failure of equipment or software or any losses resulting from such failure. 20. PRIVACY Customer and SBS both agree to comply with each of their respective obligations under the applicable information privacy and data protection laws and regulations relating to the protection, disclosure and use of individuals' personal data now in place or that may come into place during the term of this Agreement (collectively, the "Privacy Laws"). Customer is and shall remain the controller of all of its data for purposes of all Privacy Laws and shall determine the scope, purposes, and manner by which SBS may access such data. SBS shall only access, retain, use or disclose any Customer data as required for the specific purpose of performing the Services. 21. COPYRIGHTS AND OTHER il' TELL'ECTIJAL PROPERTY Each party (a "Creating Party") owns and retains all. intellectual property rights in and to all of the Creating Party's works of authorship, including but not limited to all plans, software or software modifications developed by the Creating Party, and all modules derived or created from such materials (collectively, "Creating Party's IP"), provided Creating Party's IP is not made by using or referencing to the other party's owned intellectual property rights. The Creating Party's IP may not be distributed or sold in any form or manner without the express written consent of the Creating Party. 22. FORCE MAJEURE SBS shall not be liable to Customer for any failure or (delay caused by events beyond SBS's control, including, without limitation, Customer's failure to furnish Afire rent �4 6946A p necessary information; sabota e; ai ure or e a s in transportation or communication; boycotts; embargoes; failures or substitutions of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials, machinery, or equipment; technical failures; fire; storm; flood; earthquake; explosion; acts of the public enemy; war; insurrection; riot; public disorder; epidemic; quarantine restrictions; acts of God; acts of any government or any quasi -governmental authority, instrumentality or agency. 23. NO WARRANTY SBS DISCLAIMS ALL WARRANTIES, EXPESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TECHNICAL COMPATABILTY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. 24. INSURANCE SBS and Customer shall each maintain, at their own expense, all insurance reasonably required in connection with this Agreement, including but not limited to, workers compensation, general liability with a limit not less than $1,000,000 per occurrence, and Tech E&O liability insurance in an amount not less than $1,000,000. If a security package is selected, SBS and Customer shall maintain network risk and cyber liability coverage (including coverage for unauthorized access, failure of security, ransomware, 3rd party liability, breach of privacy perils, as well at notification costs and regulatory defense) in an amount of not less than $1,000,000. SBS shall maintain, at its own expense, business automobile liability with a limit not less than $1,000,000 per occurrence. Coverage should be primary and noncontributory for each policy. SBS must name Customer, its officials, employees, and agents as additional insured. A waiver of subrogation should apply. The required insurance coverage shall be issued by an insurance company duly authorized and licensed with the following minimum qualifications in accordance with the latest edition of A.M. Best's Insurance Guide: Financial Stability A+. SBS acknowledges that Customer is self -insured as a member of the Independent Cities Risk Management Authority. 25. MISCELLANEOUS Customer is advised to contact SBS prior to updating or changing any application software or operating system. Additional loading of other drivers, utilities, security updates, anti -virus, or other programs to existing workstations/servers that causes SBS supported products to malfunction is not covered under this Agreement and will be billed at the current hourly rate. It is the responsibility of the Customer to perform all necessary backups on the PC or Network prior to any installation or update. SBS bears no responsibility for any damages, data or productivity loss from said PC or Network Devices. Derivative Works: Customer shall not (i) modify, copy or create derivative works based on any SBS Software: (ii) frame or mirror any content 'forming part of the Software or Services, other than on Customer's oAgi intranets or otherwise for its own internal business purposes„ (iii) reverse engineer the SBS Software. USA-SEC-2023-SBS-00001 (v. 2023.11.15)