HomeMy WebLinkAboutO-1992-1872
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ORDINANCE NO. 1872
AN ORDINANCE APPROVING AND AUTHORIZING A CONTRACT BETWEEN THE
CITY OF LA PORTE AND GRUMMAN SYSTEMS SERVICES, INC., FOR PURCHASE
OF COMPUTER HARDWARE AND MAINTENANCE; APPROPRIATING $34,656.00 TO
FUND SAID CONTRACT; MAKING VARIOUS FINDINGS AND PROVISIONS
RELATING TO THE SUBJECT: FINDING COMPLIANCE WITH THE OPEN
MEETINGS LAW; AND PROVIDING AN EFFECTIVE DATE HEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE:
section 1. The City Council hereby approves and authorizes
the contract, agreement or other undertaking described in the
title of this ordinance, in SUbstantially the form as shown in
the document which is attached hereto and incorporated herein by
this reference. The City Manager is hereby authorized to execute
such document and all related documents on behalf of the City of
La Porte. The City Secretary is hereby authorized to attest to
all such signatures and to affix the seal of the City to all such
documents. City Council appropriates the sum of $34,656.00 from
Funds 001-600-606-811 and 001-600-606-450 to fund said contract.
section 2.
The City council officially finds, determines,
recites and declares that a sufficient written notice of the
date, hour, place and subject of this meeting of the City Council
was posted at a place convenient to the public at the City Hall
of the City for the time required by law preceding this meeting,
as required by the Open Meetings Law, Article 6252-17, Texas
Revised civil Statutes Annotated; and that this meeting has been
open to the public as required by law at all times during which
this ordinance and the subject matter thereof has been discussed,
considered and formally acted upon. The City Council further
ratifies, approves and confirms such written notice and the
contents and posting thereof.
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ORDINANCE NO. 1872
Page 2
section 3. This Ordinance shall be effective from and after
its passage and approval, and it is so ordered.
PASSED AND APPROVED, this 26th day of October, 1992.
CITY OF LA PORTE
B~~~~~
Mayor
ATTEST:
~~~~
Cn r1Ei' Blac
City Secretary
Aa;u!~
Knox W. Askins
City Attorney
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GRUMMAN"
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G~ijJj~man a.ems ElhJlppart Carp.
90 Crossways Park .1r~st .
Woodbury, NY 1U97
, Telephone # 1-800-843-8401
~man Systems Support Corp.
MIller Maintenance Agreement
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Customer Number
Agreement Number
;,1832G
:J(P-l un7G
Billing Information
Customer CITY OF {,1A PORTZ
P.o. BOg lllS ,
LA ~ORTE, ?~XAS '7572-1115
LJ\1<RY MABE '113/4'/.1-5020
Equipment Location
Company C ~ xl.
604 v~EST FAI:&."10NT E\~,l'7
LA PORTE, TE~~S /'7S',i~, .1115
LARRJ MABE 713/~7~ '5J20
Purchase Or'd~r Number
Purchase Order Date
/
/ /
Inspection D D
Required Yes No
Type of Agreement
Payment
1>10NTHL Y
Service Type
ImiNTENANCE CONTRACT (SEE EQUIPMENT ~IST. )
. Term of Agreement
D
One-Year
Start Date
: 1 /01 /92
End Date 10ln /95
Other
Principal Maintenance Period:
MOHDAY - FRIDAY SA.'V1-6PM
Response Time:
Comments:
4 HOUR RESPONSE
RFP ~an46 is incorporated by reference as it r~lates to
Maintenance of Hardware including the system u;;>grade
identified in the RFP as PaJoposal "A"ff
. , . 11/4/S2
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Sales Representative: LU~ILLE ,-'~NEVEIN Telephone: 512!32S..l551
$1388.00 MONTHLY YR 1
"16,656.00 A~NUAL YR !
Monthly Maintenance Charge
Total Contract Value
$1508.00 M0NTHY YR 2 & J
$20.~16.00 ANNUAL YR 2 ~ ~
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(Signature)
v
~OBE~~ n. MAICR~NO
(Print) ,
TITLE: S.C. :01S')". M'AN~GIR 'DATE:
JOHN JOERNS
(Print)
TITLE: ASST. CITY I'lGR.
DATE: 11/4/92
Page
of
Please sign and return all copies. An authorized copy will be returned to you. CUSTOMER COpy
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TER.ND CONDITIONS OIF MAINTl!NANCIE AGR*NT
TERM
This Agreement shall remain in eltecl for Ihe conlract period indioated on Ihe fronl page,
ThiS Agreement may be extended lor' additional terms by a wntten agreement signed between
bOlh partIes, GSSC will submit a renewable Agreement to Cuslomer forty five (45) days pnor to Ihe
effeclive end date of Ihe current Agreemenl for Cuslomer review and acceplance, GSSC reserves
the right 10 ohange conditions of sale atlhaltime,
CHARGES
The maintenance charge is set forth on lhe front pag:J and is exclusive 01 any federal, stale, local
sales or excise taxes, '
Customer agrees 10 pay alltaxas, however deslgnaled (excluding lilxes on GSSC's net income),
imposed on or based upon Ihe provision, sale or use of the services or associated products
provided hereunder,
Terms of payment are set forth on the front page, Pa.~t due balances are subJect to a late charge
of one and one half percent (1...... lib) per month,
On call service Ihat is non-scheduled. out of scope, will be charged on a time and malerial basis
at GSSC's prevailing rates tor labor, plus malerials ani associaled lravel charges, Labor time shall
be charged on a portal to ponal basis, With a minimJm of two (2) hours Charged per call. In Ihe
event the Customer declines performance of such service after a GSSC representative has
responded to a service call, the Cuslomer shall pay Ihe prevailing rate for the associated time and
Iravel.
INSPt.:C'i'ION
The equipment lisled in Ihis Agreement will be sub/ecllo Inspeclion prior to GSSC acceptanoe of
responsibility to mamtain any equipment, or portion Ihereof, In the event Ihe equipment Is nol in
good operallng oondition or II it is in need of repair or refurbishment, GSSC shall advise the
Cuslomer, whereupon Ihe Customer shall decKle whelher to repair or replace Ihe equipment. The
Customer shall pay all charges to place the equloment in good working order at the non-
scheduled, out of scope GSSC prevallmg rates for labor and materials
SERVICE COVERAGE
For the equlpmenl listed in this Agreement, GS3C shall proVide prevenllve and remedial
maintenance services, Preventive maIntenance w II be performed on a scheduled baSIS In
accordance with manufaclurers recommendations as agreed to by both parlles, Remedial
malnlenance Will be performed upon Customer notifi::ation thatlhe equlpmenlls Inoperable, Bolh
these services shall be rendered during the scheduled prinCIpal penod as selforth on the tront
page of thiS Agreement. GSSC agrees to have a service represenlative dispatched In accordance
with Ihe response time noted on the face hereof after receipt of a service request Hours outSide
Ihe principal period of mainlenance shall not be Included in determining the response time Any
services rendered oulslde the principal period of maintenance Will be charged at GSSC's
prevailing rales for non-sche~uled oul 01 scope service,
The Customer shall proVide, free and full access to the equipment and, at no charge, the use 01
any machines, al1achments or OIher eqUlpmem reQuired to proVide the speCified maintenance
servloes, The Customer shall provide al no charge, hardware documentation and system
diagnostIcs, adequate working space and facilmBS III the immediate area of the equipment to be
servloed and reasonable storage space for spare parts and matenals,
For Ihe equipment listed In thiS Agreemenl, the Customer shall provide and maintain a stable
envlronmenllncluding but nOlllmited 10 electric power, humidIty and temperature, necessary for
optimum performance of its equipment as speCified by the equipment manufacturer,
GSSC shall furnish a Service Report to Ihe Customer upon completion of each remedial
maintenance call The Service Report Will Idenlify I,e nalure of Ihe failure and corrective action
performed
L1MITATfONS OF OBLIGATIONS
GSSC obligations under this Agreemenl do not include:
o Eleclrical work external to the equipment IlsI;
. Operating supplies or accessories including tapes, diSks. paper, loner, drums. cartridges or
other such media;
o Services or parts required to repair damage caused by or resulting Irom faully or failed
eleclncal power or air conditioning, hardwe;re design problems, media IncompatibilIty,
operator errors, neglect or misuse by an entny other than GSSC;
o Programming and software maintenance;
. Service on equipment which has been modified or altered Without prior GSSC consenl;
. Replacement or refurbishment of equipment which IS worn beyond reasonable repair duE'
to extensive use and/or age,
EOUIPMENT RL:ARRANGEMIiNTI RELOCATtONI MODIFICATIONS
GSSC shall not be obligated to maintaIn equipment '.hat has been rearranged or relocated GSSC
shall be nO:llled In writing alleasl thirty (30) days in cdvance thereof, and GSSC may, at ItS option
agree to maintain Ihe equipment. but 1\ expressly reserves the riqht to adjust its charges for
servicing such equIpment In accordance with GSSC's then current rates
Customer IS required to provide thirty (30) day prior written nolice for any equipment modifIcations.
additions or deletions Upon such notice GSSC Will prOVide an amendment of this Agreement that
will rellect Ihese changes and assoclaled charges,
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RI!PLACEMENT PARTS
All replaced pe1s become the property of GSSC on an exchange basis, Replacement parts may
be eIther new, or parts equal in performance to new parts,
UNFORESEI:N OCCURRENCES
GSSC shall not be In default of any failure in performance of thiS Agreement. if such failure anses
out of causes beyond Ihe control of GSSC Such causes may include bul are not limiled to acts
of God, acts 01 ihe publiC enemy, acts of the Government in either Its sovereign or contractual
capacity and ac-.s 01 the Customer,
LIMITATION OF LIABILlTV
In no event shall GSSC be liable to Cuslomer for special, Incidenlal, exemplary or consequenllal
damages, inclLding without limitalion to loss of profits, loss 01 use, loss 01 data, or liability of
Customer to third parties arising out of the performance of GSSC pursuant to this Agreement,
GSSC shell nOl be liable 10 Customer for eny injury or damage to Cuslomer, or Customer's
personnel, Invitees, licenses, or property unless such inJury or damage IS ceused by the
negligence or intentional conduct of GSSC, Damages to Customer In any acllon against GSSC
relallng to thiS Agreement or Ihe performance of services relating thereto shall be IImlled to the
lolal payments made by Customer pursuant to thiS Agreement dUring the contract period
precedIng said breach,
No action, regardless of form, arising out 01 transaclions under this Agreement may be initIated
by either party more than one (t) year after the cause 01 the action The above is In lieu 01 any and
all warranlles, 3xpressed or Implied.
EXCLUSION OJ' WARRANYV
UNLESS EXPRESSLY SET FORTH ELSEWHERE IN THIS AGREEMENT, GSSC. ITS PARENT,
SUBSIDIARIES AND THEIR AFFILIATES. SUBCONTRAC!ORS AND SUPPLIERS MAKE NO
WARRANTIES EXPRESSED OR IMPLIED. AND SPECIFICALLY DISCLAIM ANV WARRANTY
OF MERCHANTABlllTV. FITNESS FOR A PARTICULAR PURPOSE, OR THE FITNESS OR
SUITABllITV OF THE EQUIPMENT ON WHICH THE SERVICES ARE PERFORMED, OR ANY
MODIFICATIONS THEREOF FOR ANV SPECIFIC APPLICATION, PERFORMANCE, RESULT
OR USE. NO WARRANTY OR REPRESENTATION SHALL BE BINDING ON GSSC UNLESS IN
WRITING AND SIGNED BY AN AUTHORIZe:D REPRESENTATIVE OF GSSC,
ASSfGNMENT
ThiS Agreemen~ IS not ~SSlgnable by Ihe Customer In whole. or in part without the prior written
consent ot GSSC,
TERMINATION
ThiS Agreement wllllerrl1lnate effective at the end 01 the contract penod noted,
GSSC reserVES the nght to termInate earlier, ii,
o Custome' falls to make any payment as reqUired by thiS Agreement:
. Customer petitions lor reorganization under the Bankruptcy Act, or if a receiver IS apPOinted
tor Customer's bUSiness or if the Customer makes an assignment lor Ihe benetit of
credllor3
GSSC Will prO\lde thirty (30) day pnor wrillen notice to exercise its termination oplion for any of
the above noted causes,
In the event 01 any lermination pursuant to Ihis Agreement, all liability and/or obllgalion 01 GSSC
to Cuslomer s,all cease GSSC Will be permitted to enter Customer's premises to remove any
GSSC owned eqUIpment on Customer's premises, In Ihe event Customer shall terminate or
otherWise dlsco'lbnue Ihls Agreemenl other than for gOOd cause, CUSlomer agrees 10 compensate
GSSC for all losses Incurred by GSSC as a result of suoh termination or discontinuance, Including
but not limited to 1051 p.of;t and unabsorbed dlrecl and indirecl overhead,
In the evenl of ~ny breach of Ihls Agreement by GSSC. Customer will provide wnl1en notice of said
breach GSSC WIll cure any breaChes wllhin sIxty (60) days from receipt of notice to cure, If GSSC
falls to so cure, Customer may lermlnale thiS Agreement by giving thirty (30) day pnor written
notice,
GENERAL
Customer represents end warrants thaI he/she is the owner of eqUIpment described herein. or if
not Ihal heJshu IS duly authorized to enter into thiS AgrE'ement.
GSSC and Customer will nOI offer employment to nor accept lor employment each other's
personnel whc are directly associated With the work under Ihls Agreement for a penod begInning
With the execution ollhls Agreement and continuing for one (1) year subsequent to Ihe term of lhe
Agreemant and any extension Ihereof
No prOVISIon of thiS Agreement may be waived or modified unless reduced to wntlng and Signed
by an aulhonzed representative of Customer and GSSC,
ThiS Agreeme,1 shall be governed by Ihe laws ollhe State of New York,
ThiS Agreeme 11 and Ihe documenls referred to herein, consll1ute the enlire Agreement between
parties,
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, Gr~man SJ*t:'ems Support Carp. .
90 Crossways Parl('st
Woodb~ry, NY 11797 ... .
Telephone # 1-800-843-8401
<iIII1IIImman Systems Support Corp.
.ster Maintenance Agreement
Customer l')Iumber
11$32G I,
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Agreement Number
1130?-tlS32G I"
Manufacturer, '/ I Monthly Total
Model NJ.lmber Description ~I Number Maintenance Maintenance Sites
- --- -------- - ----------- ------ Charge Charge
8948 MV15 MOD 8 W/16MB EX I). CHASSIS N/C YR 1. (~EE BELOW)
SCD DISK SUBSYSTEM, ~CSI DIFF. N/C YR 1 SEE BELOW)
W/(2) 1.2GB STORAGE
BMX3 ZETACO 1.2GB DISK SU ~SYSTEM 150.00 1800.00
5600 DATA FLUS 8MM TAPE S BSYSTEM 125.00 1500.00
, 6026 800/1600 BPI DO TAPE SY STEi'll 184.00 2208.00
6026 800/1~00 BPI DG TAPE SYSTEM ' ,184.00 . 2208.00
4367 IAC"S':-W(TCB' , '. ., 75.00 ' 900 .00 '
.. , 4367 laC 8 W/TGa 75.00 900.00
''0 4367 I~C 8 W/TeB 75.00 900.00
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.u 4360 lAC 16 29.00 348.00
'" 4368-A.. , IA: 16/2 24.00 288.00
u 4364 -.' . '60'0 LMB DG EAND PRIN' roER SUBSYSTEJ , 111.00 1332.00
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.. 421(\4 90.0LBM DG DRUM PRINT '~R SUBSYSTEM 186.00 2232.00
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6194 PR2 KSR PRINTER(CONSl }LE) 29.00 348.00
2640 COOEX MULTIPLEXER 95.00 1140.00
, 812. CASE MULTIPLEXER 190.00 2280.00
812 CASE MULTILPLEXER 190.00 2280.00
M-S60 TE:r..TONE MULTIPLEXER 190.00 2280.00
. TOTAL YEAR 1 MONTH~ Y -tAINTENANCE
1388.00 C16,656.00
, . YEhlR 2 AND 3 MAINTEN ~!.\'ICE
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8948 MV:1S MOD 8 W/16MB EXE . CHASSIS 190.00 2290.00
SCO DISK SUBSYSTEM, CSI DIFF
. t~ 1< 2) 1. 2GB STO~GE 90.00. 1080.00
r--- TO' ~AL YEAR 2 & 3 MON1 RLY E 1688.00 $20,01'6.00
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CUSTOMER COPY
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Y~li,ji\l.L\,;!lj) ~@N[Ola'J'ClO>r.\'!$ @~ MACN'if~L\')P.~C~ !\@m.:!L\';'if
7~::Rr!.
This Agreemenl shall remain :'1 eflectlor the contracl per'od Indicated on the lront page
This Ag'ecm?nl m::)' b3 DxtendEd lor add,honullt:rrrs by a wnllen a!)rRllmenl Signed between
bolh parties GSSC will submil a renewable Agreemon: 10 Customer forty five (45) days pnor 10lhe
effechve E,d dale of the currenl Agreemenllor Cuslomer review and accept~nce GSSC reserve~
:00 r'gh: \0 chango condlllons ot sale al that time
CColAi'lGES
The ma'nlenll1'ce cnarge IS settorth on the Iront page and IS el(CIUSM! of iiny federal, SWe, loca:
sales or eAcise taxes,
Customer agrees 10 pay all taxes. however designate1 (excluding taxes on GSSC's nellncome),
Imposed on 0' based ",pon the prOVISion, sale or usa of Ihe ~elVlces or associaled products
prOVided ~arsU'ldor
Terms 01 payment are sel f:Jrth on the fronl pago Pas: due balances Clre S~iJjccllr;, olale charge
of one and one half perco'll ('1.', '-01 per monlh,
On call serv:~e I!>atls 'lon-scheduled. out of scopa, Vlill be charged on a time and mallnial b::sis
at GSSC's prr.'I.lIilng rates lor !al:or, pluS rne.terials anc' associated ,ravel charlll's, l&.bor time shall
be charged on a J:ortal to portal basiS. With a mlnimLm of two (21 hoars charged per call, In Ii'll)
event Ihe Customer declines performance ot such service after a GSSC representallve has
responded 10 Q sarvlce call, the Customer shall pay the prevail In!! rate for the associated lime llnd
travel.
!i\l$ll'ECTIO~
rne eqUlpmentlisled ,n thiS Agl1lement Will be sUbjPc' to Inspechor. pnor to GSSC acC3ptance of
rEisponslb'Iity to ma'ntai~ Il'lY eqUipment, or portion thereof, In Iha avanllhe equipment IS not in
good operallng condit.on or if It '5 in need or repan or rcfurbist,mont, GSSC shall adVldB lhe
Customer, whereupon :he Customer shall deCide whelher to repall or replac..the equlpmont. The
Cus:omer s,",all pay a'l charges 10 place the eqUipment In good working order al thp. non.
scheduled. oul of scope GSSC prevailing rates for lallor and matetlals,
e:!!~1\ftC!! COV~;:;AGi:
For tha equipment liMed In thiS Agrl!~menl, GSSC !lhall prOVide pre'lent,ve and remedla'
melntenance servIces Prevenhve maintenance WI' bG per'ormed on 3 scl1eduled baSIS III
accordance wlfh manufacturers recommendallons as agreed to by botn parties Remed'a!
ma,ntenance will be performed upon Customer nOlill~utlon thatlhl' eqUipment,,, InopcrClblc, Both
these servic(ls shall te rendered dunn!!the schadu'cd ptlncipal period as set tonh on Ihe front
:Jage 01 this Agreement. GSSC agrees to have a se(\' ce representative dlsflatched In accordance
with the response lima I10ted on the lace hereof elte' receipl of a serv.ce r~quesl Hours outsldt?
the pr:nc pal pancd of mamlenance shall not be mclJded In determmlnRt"e response hOle Anf
services rendered outs:de the pronclpal period 01 maintenance Will be charged al GSSC' c
PI&'1all'ng rates for no.,-schedulsd out of scope service
The Customer &hall provide, free and full accllss to Ihe equIpment and, at no charge, the use uf
any 'Tl.1Cil nes. attachments or other eqUipment reqUired to proVide the speCIfied malntllnanc"
services T"e Cuslomer shall prOVide at no .::ha 'ge. hardware docum:lOtatlon and system
dli:gnaStlcs, eaeq~ale wO'~Ing spac~ and faCIlities In Ihe Immediate area 0' Ihe equipment to be
ser'llced and reasone::l:p storage space lor spare pHIS and matima'S,
Fa' the OQulpment lisled ,n thIS Agreement. thtl Customer shall provide ,lnd Indintaln a slable
envlro.,ment including !:~: notllm,ted 10 electriC pC'...e" humidity ar,d templfl~.lulI), nccessuy ",I'
op:lmurr parlormance of tts eqUipment as speCifIed by the equiprrent manulacturer
GSSC shal, furnish a Service Report to the Customer upon completion of each remed",1
ma.lOtcnance cell Tnr> ServIce Reportllllllldentdy Ihe nature of the laliure a~d correctlvl! action
psrlorl"1ed
i..~PJ!"i'A'i'[O"il 01' OEl::"!GA"i'IOi\lS
GSSC obhoallons unoer Ihls Agreement do nol incl Jde
o Eleci',cal work Gxternal to the equlpmenllist:
o Operating supplies or accessories including t(pes, disks. paper, tonllr, drums canrldges or
other such media~
o Services or pans reqUired to repair damage caused by or resulting from tau:ty 01 failed
~;actrlcal power or all' conditioning. hardware deSign problems, med'a incompatiblloty,
opcroJtor orrors, nsglecl or misuse by an entity Olher tMn GSSC,
. Programming and soltware maintenance;
. Service on eqUipment which has been modi lied or al1ered Without prior GSSC consent~
o Replacemenl or refurbishment ot eqUipment which IS worn beyond reasonable repair du..
to ext&nslve use a.,dJor age
!!QlU!ltMtEN'i' Rr:AiIlFlAl\:GEC:IIil\l'i'/IRELOCA"i'IONI MODlfICA"i'lnNS
GSSC shall not b:: obligaled to malntalO eQulpmentlhal has bllen rearranged or relocated GSSC
shall be notlhed in writing atleasl fhlrty (30) dilys in ,dvance thereof, and GSSC may, at lIs option,
agrae to mainta," the equipment. I:ul II expressly reserves the tight 10 adjus! Its charges tor
servicing s;lch eqUipment In accordance With GSSC's then current rales
Custorne' IS reqUIred 10 proVide thirty (30) dey prior VI rltten nOhco for any eqUipment mod,f,cat,ons
additions or deletions, Upon such nollee GSSC 11I111 proVide an amendment of Ihls Agreemeiltlhal
Will reflect these changes and associated charges
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R2!?~.ACcrct.::!i\JT i'A~:''''i~
AII,eplec,Jd pans betomn 1he property of GSSC on an e(Change baSIS Replacement parts may
bt5! l:!lther nl:.'w. cr Pi'rts ['loal,n pcl"forn'''!r,ce tlJ nl."W pall5".
Uil:~OIl'lt:St:t:~ OCCU~flt:~r.i?:S
GSSC shall no! be III Jetault of any failure 'n pe"lormance 0/ !h,s Aq,pem,rnt, If such tallure ar.ses
out of causes b7fOnd lhe control 01 GSSC Such causes may Include bul are nOllimlled fo acts
of God, acts o't,e publ:c enemy. aCi, of lhe Government In either Its 50vere;gn or contractual
C<lpilClly and acts 01 the Customer
L\;.~IYA",(ltl;,; 0: L~~il:i.!YV
In no evenl shall GSSC be IIeOleto Customer lor special, Incidentai, eXE'mplary or consequenttal
d&lfIsges, loclujlng wa~oul "mitallon tt> loss 01 profits, 1038 01 use, lo~s 01 dala, or lIabtl.ty of
Cuslomer to tmrd ~a..lre'l ariSing QuI of tM fX'rformance ot GSSC pursuanl 10 this Agreement.
GSSC shall no, be liab'" 10 Customer !or allY inJury or damage to Customel, or Customer's
personnel InUllees. I:CEI1SO!t, or p'op~1y unless such l'lj~ry 'or dameRe IS caused by the
negligence or in/enllona' cnnrluc:t ot GSSC Dam"ges t<l Customer," any act;on against GSSC
relating 10 this A~reemort or the pe"ormancll of serv.ces rE'lallOg thereto shaH be limlled 10 the
loUd paymoNs ',lade C\' Custon-,er J:~rsua"l to Ihls Aqrcement dunng Ih" contract penod
precOOlng ~..:u l'cac;h
No aclion, regar'jles~. 0110"", ar.s.ng oul 01 transactions under thIS Agreement may be ,",lrated
by either parly ,"ore th~1 o'1e (t, y..ar alter the cause of the action, The above I!I In lieu 01 any and
all Vlarranhes. Ilr.pres~ed or Imphed
eltCLUSIOr~ OJ' II'JAF.L~A"'IV
UNLESS EX?fIESSLY SET FORTH ELSEWhERE IN THIS AGREEMENT, GSSC, ITS PARENT,
SUBSIDIARIES AND T:IEIR AHILlATES. SUBCONTRACTORS AND SUPPLIERS MAKE NO
WARRANTIES, ::XPRESSED OR Iiv:PUED, AND SPECIFICALLY DISCLAIM ANY WARRANTY
OF MERCtlA,'I. ~ABILlTY. FITNESS FOR A PARTICULAR PURPOSE, OR THE FITNESS OR
SUITABiliTY OF- tHE: i=aU1PMFNT O:-.! WHICH THE SERVICES ARE PERFORMED, OR ANV
MODIHCIITIONS THFRr:OF. FOI~ ANY SPECIFIC APPLICATION, PERFOR:IolANCE. RESULT
OR USE, NO V,'ARRANTY OR REPRESENTATION SHALL BE BINDING ON GSSC UNLESS IN
WAI f1NG ,AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF GSSC,
AZSlaNMIZtli1'
ThiS Agreemer,t IS nO! "sSlgnable by the Customer :n whole, or In pan wllho..1 the prior wnllen
consent of GSSC .
"i't:IllMI~A"i'IOIll
ThiS Agre~mer.t wllIlerrn:nam efiecllve at th~' end 0' the contract penod noted,
GSSC reserves the right to termtnate eariier, II,
o CU5toml'l tails 10 make any payment as reqUired by Ihis Agreement;
. Custom( r petitions for reorganlzalron under the Bankruptcy Act, or ,f a receiver is appoonted
for Customer's busmess or If Ihe Customer makes an aSSignment for the bench! of
~red:to':-a: .
GSSC will prOVide thirty 1301 day pnor written nOI,ce to EXerCIse ItS termInation option for any of
tnI.' Dbove nete.J caustls
':I iI'" Elvent of zny t,'rmlnaho" pursuentlo th:s Agreement, allliaoility and/or obllgalion of GSSC
I~ ;:;"s:c<mer Shll1 ceas.~, GSSC N.II be perm-lied to enler CU!l!on:ar'd I.Iremlsl!s 10 rtlmCM! ~ny
GSSC owned eqUipment on Customer's premises In the evenl Customer shall terminate or
Olherwlse dlsconllnue 1I>,s Agreen-.e'lt other Ihan for gooo cause. Customer agrees to compensate
GSSC for alllo~ses Incurred by GSSC as a res~lt of such terrrlinallon or dlsconlinuance, IncJucllng
but not limltt'd 10 lost fl'Ohl and unabsorbed (ii/eet and indltect overhead
In the eVl'!nt 01 any breach of Ih,s Agreemenl by GSSC Customer Villi prOVide wnllen nOllce of saKI
brear.h GSSC Will cure any brcaches within sl~ty (601 days from receipt ~I notice to cure, If GSSC
ta.:s to so cure, Customer may termlnale this Agreement by gIVIng Iholty (301 day prror wnlten
nollce.
Gt:IIlIEil'lAl
Cuslome' repr~sents alld warrants that nelshe is the owner "f equipment descllbed nerein. or ,I
notlMt hel5he IS duly ",ulhonzec 10 enter Into Ihis Agrpement.
GSSC and Customer will not otfpr employment 10 nor accept lor omploymen1 each olher's
personnel who are directly assocIated WIth the work under thiS Agreement for a period begmning
with lhe execu ,~n ollh,,, Agreement and cont'lIulng lor one (11 year subsequent 10 Ihe term 01 the
Agr~ement f'ntl any e.tenslon thereof
No proviSion Ollhls Agreement may be waived or modified unless reduced to wriling and SlQned
by ell nulhor'zad repre~enlahve at Customer a,>d GSSC,
ThiS Agreem!l1: shall be governed by the 1a....s of the State 01 New Yo'~.
This Agreemol1: and Ihe docume.,ts relerred to herein, constitute Ihe entire Agreement bel\\een
parties