Loading...
HomeMy WebLinkAbout179020 AGILENT TECHNOLOGIES - CONTRACT - AGREEMENT MISC - 8853255'00 '' Agi lent Technologies .. Direct To City of Fort Collins 4316 La Porte Ave FORT COLLINS CO 80521 United States Keith Elmund Telephone (970) 2216697 Fax (970) 227 6736 Email kohruff cam Quoterg and Onlering Assistance Contact JOHN M LYNCH Teleplatte (800) 227 9770 sop13 Far (302) 633,8954 Email agreements Kssupport®agilentcom Comments 2 Day Response Or Aqree# 1528826484 QWTATION Quotahen Mother Data Page 11198539640 Rev i 031MAR12008 112 Quote Eeprraton Date Service Agreement Terns OIIJUN12M 171MAY12M 161MAY12009 payment Terms system Naafi NET 30 DAY5 04 RPMSDAM91 Agg lent Tec Inc 2850 Centerville d Wilmington DE 19" 7610 United States Equipment Locanom City of Fat Collins 4316 La Pone Ave FORT COLLINS CO 80521 United States Keith Elmundl(970) 2216691 Software Ship To. City of Fort Collins 4316 La Pone Ave FORT COLLINS CO 80521 United States Keith Elmundl(970) 211-M91 Rem Pm*wNtmwloesenphaa Qty Senat stut Date End Date MaMhy Doc"I t/ Enwitiod hLanber hhatiber Price Ar¢tmmour Ave % Amount 001 G2578A I5973N MSO US10452700 Standard Turbo EI Mainframe R 21P 501 /Connections i 171MAY12008 161MAY12009 US$ 49988 USY 5 99856 End of Say M Dao 301NOV12013 Total Total Before Tar Tool Tar Tow After Tax US$ 5998 US$ 0 M 5 998 0110 US_US22n .. Agilent Technologies Quotation Number QuorarIoDare ---Par 1 1198539640 Rev 1 031MAR12008 2/2 System Handle 04-RPMSDA6691 Aggdent Tecrio les Inc 2850 Centerville Road Wilmington DE 19WS 1610 Umted States Note These prices reflect addtttons deletions and warramres COMMON Perrod 77/MAY12MB 16/MAY12009 Prim by Invoke Period rota/ Before Tar Total Tar Total ABer Tar 599656 USS 5 998 56 US$ 0 00 USS 5 998 56 Note All quoted prices are valid for 90 days from 031MAR12006 Tax calculated base on applicable tax rate to effect today for delivery location(s) Tax rate and taxability of deliverable(s) subject to change based on state laws If tax exempt contact support agreement administrator The sale of all I m the eu 14n is subject to the herein of of Adilem s Serwce Terms of Sale with export taws and regelatxms is pmhtbited Warranty UnLss otherxnse niarated hereto, spare pans referenced in dus quotation will Mew a 90 day replacement warranty Replaced parts will become the propertyofAgtlent QUD US US22n Agdent Technologies QUICK ORDER FORM We offer our valued customers this Quick Order Form that we can use as your purchase order or letter of authorization QUOTATION NUMBER _ 1-1198539640 Rev 1 Date ► Authorized Signature Printed Name Phone Number (Required) ► TAX STATUS - Taxable -� Tax Exempt 7 Direct Pay (Status Requiredfor All Orders) Your Exemption Certificate on file with Agdent Technologies expires 71 Not on File w/Agdent IF PAYING BY CREDIT CARD Please complete this section ► CREDIT CARD -] VISA Card # Annual D Semi Annual �IMASTERCARD -]AMERICAN EXPRESS -J DISCOVER Expiration Date :1 Quarterly �] Monthly (No Minimum Billing Requirement with Credit Card) TOTAL AUTHORIZED DOLLARS (including tax if applicable should match your quote) (Required) IF ISSUING A PURCHASE ORDER or ACH— ELECTRONIC PAYMENT, Please complete this section ► El PURCHASE ORDER NUMBER/ AUTHORIZATION (Required) ► U ELECTRONIC PAYMENT (ACH) Agilent encourages customers to make payments electronically Please take advantage of using Automated Clearing House (ACH) which provides more cost effective processing to you than check payment Please email us at �Pas(aaadent Lom for banking details to setup Please enter PO# above If you prefer to be billed below the minimum amounts listed you may do so for a Surcharge of S200 00 plus taxes pfapplicable) Please include this surcharge with taxes in your PO total * Purchase Order - OR- ACH— Electronic Payment Annual No Min total order amount required Semi Annual > $7 000 00 * (below Nun requir( s surchargo ❑ Quarterly >S7,000 00 * (below this regiurei suicharge) �] Monthly >$24 000 00 * (below this requoes mtcharge) No- TOTAL AUTHORIZED DOLLARS (Including tax if applicable should match your quote) (Require(b ► BILL TO INFORMATION (Required for All Orders) Company/Organization P O Box/Street Address City/State/Zip Code Contact/Attention To Phone Number for Questions To expedite your order and avoid delays in service, please be sure the following fields have been completed Authorizing Signature Tax Status :]Credu Card information if applicable —]Billing Frequency & Type Purchase Order Number/Authorization _Total Authorized Dollars ❑Bill To Information DIRECT ORDER INQUIRES TO Fax (302) 633-8954 or Email agreements_Ifssupportnagdent com AGILENT TECHNOLOGIES — 2850 CENTERVILLE ROAD WILMINGTON DE 19808 (800) 227 9770 (Option3 then Option4) Thank you for your order — we look forward to supporting you throughout the year' + s Agilent Technologies AGILENT SERVICE TERMS These Agilent Service Terms ( Terms ) along with the applicable Service Exhibit and the terms indicated on the quotation govern the Service of Products and the license of Software Updates by Agilent Technologies Inc and Its subsidiaries ( Agilent ) These Terms apply unless Customer has a separate agreement with Agilent that govems the Service of Products or the license of Software Updates from Agilent ( Signed Agreement ) To the extent of any conflict between these Terms or a Signed Agreement and the terms of the applicable Service Exhibit the terms of the applicable Service Exhibit will control and take precedence 1 DEFINITIONS a) Part means repair or replacement parts that are either sold to Customer during the course of performing Service or provided to Customer as required under a Service Agreement b) Product means Agilent or third party hardware or consumable that is supported by Agilent as described if applicable in one or more Service Exhibits c) Service means any standard support service to support Products such as hardware maintenance calibration repair call center support and Software Updates and maintenance Service will not include Custom Service which means Samoa adapted to meet Customer requirements as may be agreed to between Customer and Agilent in a separate Customer Service Agreement d) Service Agreement means Service to be provided by Agilent to Customer over a specified period of time as described in the document ( Service Exhibit ) attached to the quotation e) Software Update means updates to Agilent software provided to Customer under these Terms that consist of one or more computer programs and related documentation Specification means technical information about Service as contained in the applicable Service Exhibit or in the case of Software Updates technical information contained in the documentation accompanying the Software Update published by Agilent and in effect on the date Agilent provides Service or installs the Software Update 2 AGILENT a) Agilent will perform Service in a professional and workmanlike manner Agilent will make reasonable efforts to deliver Service in accordance with the quotation or the applicable Service Exhibit b) Agilent will perform the Service in a manner that will assure the safety of Customers personnel property and equipment subject however to Customer meeting the Product and site responsibilities set forth below c) Agilent may select qualified and reputable subcontractors to perform Service 3 CUSTOMER RESPONSIBILITIES AND SERVICE DISCLAIMERS a) To be eligible for a Service Agreement Product must be at current specified revision levels and may require Agilenta certification at Customers expense that Product is in good operating condition b) Product relocation may result in additional Service charges and modified service response times Service of a Product moved to another location is subject to availability c) Customer is responsible for removing any products not eligible for Service to enable Agilent to perform Service Additional charges computed at Agilent s standard rates may be incurred for any extra work caused by such products d) Service Agreements do not cover any damage defects or failures caused by use of non Agilent media supplies and other products site conditions that do not conform to Agilenfs site specifications or neglect improper use fire or water damage electrical disturbances transportation work or modification by non Agilent employees or subcontractors or other causes beyond Agilenfs control e) Customer is responsible for maintaining a procedure external to the Product to reconstruct lost or altered Customer files data or programs Customer will have a representative present when Agilent provides Service at Customer's site Customer will notify Agilent if Product is being used in an environment that poses a potential health hazard to Agilent employees or subcontractors Agilent may require Customer to maintain such Product under Agilent supervision 4 ORDERS AND CANCELLATIONS a) All orders are subject to acceptance by Agilent tl eb Page 114 Revision Date 01 May-2007 Version Number 4 Agilent Technologies AGILENT SERVICE TERMS b) Upon surly (60) days written nonce Customer may delete Product from or cancel in Its entirety a remedial Service Agreement that includes but is not limited to such Services as return to bench on site support response center application and technical assistance and Software Updates Customer will receive a refund that Is prorated over the term of the Service Agreement Cancellation of a scheduled Service Agreement including but not limited to such Services as calibration and preventive maintenance all be subject to a fee in the amount of US $200 Customer will also pay for all Service rendered under the scheduled Service Agreement Information regarding applicable Service charges is available upon request A Service Agreement that contains more than one type of Service may only be cancelled in Its entirety Customer may not cancel a portion of or an individual Service Exhibit offered under such Service Agreement c) Upon sixty (60) days written notice Agilent may delete Product no longer included in Agilents Service offering or may cancel a Service Exhibit S SHIPMENT RISK OF LOSS AND ACCEPTANCE a) Unless otherwise indicated on the quotation Customer all pay all expenses for return of Product to the Agilent service center Agilent wall pay expenses for return of Product to Customer via Agilenfs standard shipping and handling methods Other shipment methods requested by Customer may be available for an additional fee b) Except for electronic transmissions as agreed to by the parties Agilent will ship Software Updates according to Agilents standard commercial practice c) Risk of loss and damage for Parts Software Update media or other tangible deliverables will pass to Customer at the location specified in the quotation or order acknowledgment d) Acceptance of Service well occur upon performance by Agilent of such Service 6 PRICE AND PAYMENT a) Prices exclude any applicable sales value added or similar tax payable by Customer b) Payment terms are as stated in the quotation or acknowledgement documentation and are subject to change if Customer's financial condition or payment records merits such change Agilent may discontinue performance if Customer fails to pay any sum due or fails to perform under this or any other Agilent agreement if after ten (10) days written notice the failure has not been cured 7 WARRANTY a) For ninety (90) days from the date of Service Agilent well replace at no charge defective Parts used in Agilent s repair of Product b) Agilent warrants that Software Updates will not fail to execute programming instructions due to defects in materials and workmanship when properly installed and used on hardware designated by Agilent Agilent warrants that Agilent owned standard Software Updates substantially conform to Specifications Agilent does not warrant that Software Updates will operate in hardware and software combinations selected by Customer or meet requirements specified by Customer c) Agilent does not warrant that the operation of Software Updates will be uninterrupted or error free d) Agilent Service may use remanufactured Parts that are equivalent to new in performance e) The above warranties do not cover defects resulting from improper or inadequate maintenance installation repair or calibration performed by Customer or a third parry not authorized by Agilent Customer or third party supplied hardware or software interfacing or supplies unauthorized modification improper use or operation outside of the specifications for the Product abuse negligence accident loss or damage in transit or improper site preparation f) THE WARRANTIES IN THESE TERSM ARE EXCLUSIVE AND NO OTHER WARRANTY WHETHER WRITTEN OR ORAL IS EXPRESSED OR IMPLIED AGILENT SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT 8 LICENSES Unless license terms are included with the Software Updates Software Updates licensed under these Terms will be subject to the most current applicable underlying license 9 INTELLECTUAL PROPERTY CLAIMS a) Agilent all defend or settle any claim against Customer that any deliverable provided under these Terms infringes an intellectual property right Revision Date 01 May 2007 Version Number 4 " Agilent Technologies AGILENT SERVICE TERMS provided Customer promptly notifies Agilent in writing and provides control of the defense or settlement and assistance to Agilent b) In defending or settling an infringement claim under Section 9(a) Agilent will pay infringement claim defense costs settlement amounts and court awarded damages If such a clan appears likely Agilent may at its option modify or replace the affected deliverable or procure any necessary license If Agilent determines that none of these alternatives is reasonably available Agilent will refund Customers purchase price c) Agilent has no obligation for any claim of infringement arising from Agilent's compliance with or use of Customers designs specifications instructions or technical information modifications by Customer or a third parry Software Update use outside the scope of Specifications or related application notes or use of the deliverable with products not supplied by Agdent 10 LIMITATION OF LIABILITY AND REMEDIES a) In no event will Agilent its subcontractors or suppliers be liable for special incidental indirector consequential damages (including downtime costs loss of data restorabon costs or lost profits) regardless of whether such claims are based on contract tort warranty or any other legal theory even if advised of the possibility of such damages This exclusion is independent of any remedy set forth in these Terms b) The limitations set forth in Section 10(a) above will not apply to infringement claims under Section 9 above or to damages for bodily injury or death c) The remedies in these Terms are Customers sole and exclusive remedies 11 INSURANCE For Service provided by Agilent Agilent will maintain insurance providing at a minimum coverage as follows a) Commercial General Liability insurance of US $3 000 000 combined single limit for bodily injury and property damage per occurrence and annual aggregate accident US $1 000 000 policy limit by disease and US $1 000000 per employee for bodily injury by disease 12 TERM AND TERMINATION a) The term of a Service Agreement will be specified on the Agilent quotation b) An order or a Service Agreement may be terminated immediately upon notice in writing (a) by either party for cause unless the other party cures the breach within thirty (30) days of written notice of such breach or (b) by Agilent it Customer falls to pay any sums due as specified in Section 6(b) above c) The other parry may cancel any unfulfilled obligations under an order and any Service Agreement will terminate automatically if either party is subject to a voluntary or involuntary bankruptcy petition becomes insolvent is unable to pay its debts as they become due ceases to do business as a going concern makes an offer or assignment or compromise for the benefit of creditors or there Is a substantial cessation of its regular course of business or a receiver or trustee is appointed for such party s assets d) Except as provided in Section 4(b) which applies in the event of Cancellation of a Service Agreement upon termination of an order or a Service Agreement Customer will pay Agilent for all Service performed and charges and expenses incurred by Agilent up to the date of termination Information regarding applicable Service charges is available upon request If the sum of such amounts is less than any advance payment received by Agilent Agilent will refund the difference within thirty (30) days of receipt of an invoice from Customer Customer will receive all work in progress for which Customer has paid e) Provisions herein which by their nature extend beyond the termination of any Service will remain in effect until fulfilled 13 GENERAL a) Customer may not assign or transfer a Service Agreement without Agilents -nor written consent b) Business Auto Liability insurance of US $3 000 000 Any attempted assignment or transfer without such combined single limit for bodily injury and property consent will be void As conditions to such consent damage per occurrence and (i) the assignee or transferee must agree in writing to the applicable Agilent Service terms (s) Agilent c) Workers Compensation in amounts sufficient to may require that Product included within a Service meet legal requirements in jurisdictions where work Agreement be in good operating condition and (ni) will be performed Employers Liability of US Agilent may impose applicable charges in $1 000 000 per accident for bodily injury by connection with the assignment or transfer E16S Page 314 Revision Date 01 May 2007 Version Number 4 Agilent Technologies AGIIENT SERVICE TERMS Customer may not assume a Sernce Agreement in connection with any bankruptcy proceedings without Agilent's written consent b) Agllent will store and use Customer's personal data in accordance with Agilent's Privacy Statement available at — www.agilentcom/oo/privacy Agllent will not sell rent or lease Customer s personal data to others c) The parties agree to comply with applicable laws and regulations Agllent may suspend performance it Customer is in violation of applicable laws or regulations d) Use distribution or disclosure of Products by the U S Government is subject to DFARS 227 7202 3 (Rights in Commercial Computer Software) DFARS 252 227 7015 (Technical Data — Commercial Items) and FAR 52227 19 (Commercial Computer Software Restricted Rights) e) Disputes arising in connection with these Terms will be governed by the laws of the State of California f) To the extent that any provision or a portion of any provision of these Terms is determined to be illegal or unenforceable the remainder of these Terms will remain in full force and effect g) The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms h) Agllent may assign or transfer any of its rights or obligations under these Terms and applicable Service Exhibits upon notice in connection with a merger reorganization transfer sale of assets or product lines demerger or spin off transaction or change of control or ownership of Agllent or its permitted successive assignees or transferees i) These Terms and any Service Exhibits attached hereto constitute the entire agreement between Agllent and Customer and supersede any previous communications representations or agreements between the parties whether oral or written regarding transactions hereunder Customer's additional or different terms and conditions will not apply El6S Page 4/4 Revision Date 01 May 2007 Version Number 4