HomeMy WebLinkAboutC2006-112 - 3/28/2006 - Approved
Sigma Solutions, Inc.
Master Sale Agreement
March 22, 2006
~'=="_Ptirchaser -,' =--= =r, ,-
i City ot Corpus Christi
! 1201 L,eopard Street
I Corpus Christl. TX 7840'
Sigma Solutions, Inc.
i 422 E. Ramsey
i San Antonio, Texas 78216
. (210) 348-9876 Tel.
_J.1210} 348-9124 Fax
Agreement
Ordering Goods and services purchased under the terms of this agreement will be by returning a
Purchaser signed quote to the Seller or by purchase order referencing the Seller's quote number. Quotes
are valid for 30 days 'rorr the quote date Please include Purchaser remit to address on the purchase
order
Terms of Payment
Mr-;rchandise will be InVOiced when shipped Services will be invoiced as provided.
Payment IS due 30 days from the invoice date, unless otherwise noted. Purchaser agrees to pay all sums
due to Seller at the offices of Seller at 422 E. Ramsey, San Antonio, Bexar County, Texas 78216. It IS
understood that all shipments are FOB. San Antonio, Texas,
No purcnase order, sales Invoice, or other document may be modified or rescinded in any manner except by
written agreement by both Seller and Purchaser
Unless utherwlse agreed in writing, signed by the parties, the following terms shall govern all transactions.
It IS ,,"xpressly agreed and understood by Purchaser that any account over 30 days old shall bear interest at
I'le 'esser of 15% per month (18% annual rate), or the highest rate permitted by applicable law In the
event trat any sum is collected by or through an attorney of law, Purchaser shall pay all cost of collection,
I/lc1udinq ,'easonable attorney's fees (in no event less than 25% of the sums collected), and court costs.
Shipping All shlppng I' FOB source Shipping and handling charges are the responsibility of the
Purchaser and will be adde..: at the l!rne of :nvolcing.
Sales Tax Applicable taxes are the responsibility of the customer and will be added at the time of invoicing
unless ;, valid resale or exemption certificate is on file at the Seller's corporate office.
Cancellations and Returns Cancellation and/or restocking fees may apply if the order is cancelled or
changed after purchase order is received. RMA# must be issued prior to return. Software must be
unooened with original 'llanJfacturer seal unbroken
Title t:tle to all products and materials furnished by Seller shall remain with Seller until the full purchase
price IIncluding any applicable interest and collection costs) are paid in full. Failure to pay the full purchase
price when due shall give the Seller the right, without liability, to repossess the products, materials and
software to terminate softv,:are licenses, terminate manufacturer warranties, and to avail itself of any other
remedy available to It In equty.
Risk of Loss The risk of lOSS of damage to the software, hardware and materials furnished by the Seller
shall be the Seller's until slch time as same are delivered to Purchaser at City Hall; after delivery, the risk
0' loss c damage shall be tlie Purchaser's
VVarrant; as to Defects limited Purchaser will be furnished the rnanufacturer's or publisher's warranty, if
any, against defects In wor~manshlp or othenwise, in the software, hardware and materials furnished, and
Seller snail not be liable !Dr any such defect, it being stipulated that the manufacturer's or publisher's
warrant'. f any shaH be the Purchaser's sole remedy for any such defect
2006-112
03/28/06
M2006-096
Sigma Solutions
SHALL IN ANY CASE BE LIMITED TO REPAIR OR REPLACEMENT.
Software Licensed, Not Sold Software furnished by Seller is not sold, but shall be licensed for use by
Purchaser. The License shall be set forth on the publisher's usual license furnished shall be a personal,
non-exclusive site license for the location of shipment, for a period of ten (10) years; the license shall not be
assignable; and the code may not be decompiled, reverse-engineered, modified or enhanced by Purchaser
Severability, etc. Should any term herein be deemed unenforceable by a court of competent jurisdiction,
the remaining terms shall remain enforceable This Agreement shall be governed by the laws of the Sate of
Texas. in the event it should be necessary for Purchaser to initiate legal action, Purchaser agrees to submit
itself for all purposes to the jurisdiction of the courts of Bexar County, Texas.
UCC-1 Authorization
To secure the payment of the purchase price hereunder, Purchaser hereby grants to Seller, and Seller
hereby reserves a security interest in the Equipment. In order to perfect Seller's security interest in the
Equipment (I) Seller or its agent or assigns is authorized to execute for and on behalf of Purchaser and to
file such UCC-1 Financing statements or other documents as are necessary to perfect Seller's security
interest, or (ii) Seller may file a copy of this Agreement with appropriate state and local authorities at any
time alone or with the Seller, any financing statements or other documents and do such other act or acts
considered by the Seller to be necessary or desirable to perfect or protect the security interest hereby
created The equipment shall remain personal property, not become part of the freehold, and be kept at the
location indicated on the front hereof where Seller may inspect it at any reasonable time.
Agreed and Accepted by:
City of Corpus Christi
1201 Leopard Street
Corpus Christi. TX 78401
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Sigma Solutions, Inc.
422 E. Ramsey
San Antonio, Texas 78216
(210) 348-9876 TeL
(210)~-9124. Fax~ "
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Approved as to form:
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Usa Aguilar --:-;-
Assistant City Attorney
For City Attorney
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Solutions. Incorporated
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SCOPE OF EFFORT AND LETTER OF ENGAGEMENT AGREEMENT
This document constitutes an agreement made this 2yd day of February 2006 between Sigma
SolutIOns Inc., hereinafter referred to as SIGMA, and City of Corpus Christi, hereinafter referred
to as ('USTOMER
EFFECTIVE DATE, 2/23/2006
DEFINITION:
The Scope of Effort nf this Consulting Services Agreement ("AGREEMENT") is as
follo\\'<
. SIGMA will provide an engineer with expertise to complete the following items:
Add three servers to CUSTOMER existing SAN (dual attached)
~ll()cate storage to the three servers per CUSTOMER specifications
I nstall and configure Powerpath on the three servers
. SI( iMA will infom1 CUSTOMER of items that are not on the EMC interoperability
matrix Items not on the matrix ma) not function properly on the SAN. An RPQ from
EMC may be required to get functionality.
. CUSTOMER is responsible for loading OS and necessary drivers on the three servers.
. CUSTOMER is responsible for supplying host bus adapters for the servers.
. fhe timeline for the AGREEMENT is a start date of TBD with an end/go-live date of
THO
. SI(iMA must have access to the physical location of the equipment mentioned in the
DEFINITION of the :\GREEMENT
. S](iMA must have full supervisor) user access and authority (root) to the equipment
and ~oftware mentioned in the DEFINITION of the AGREEMENT.
. Cl STOt-.1ER staff must he on-site at all times in which SIGMA is present at
C1JSTOMER facilities. The Cl STOMER e)J1-site staff must be able to make
AGREEMENT level decisions.
. Cl STOMER wtll supply all equipment, software media, software licenses, networking,
cahling and facilities for the DEFINITION of the AGREEMENT.
42' East Ramsey, San Antonio, Texas 78216.800-567-5964
For mOl'e information visit www.sigmasolinc.com
Page: I of 4
· CUSTOMER agrees that SIGMA shall not be liable, and hereby waives any and all
claims which it or its agents or partners may have against SIGMA and its agents, for (i)
any failure of software to function that is not related to SIGMA's work effort, or (ii) any
loss of. or damage to, CUSTOMER'S records, data, software or other information that is
not related to SIGMAs work effort. SIGMA's work effort is defined and limited to the
items detailed in the DEFINITION section of the AGREEMENT.
FEE
For services to be rendered under this AGREEMENT, SIGMA shall be entitled to
compensation in the following manner
. f\ "day" is defined as eight hours performed within a single 24 hour period beginning at
8:00AM to 5:00PM Monday through Friday excluding holidays as defined by United
States Code Title 5 Section 6103(a). Hours worked beyond the eight hours in a single
day or hours worked on weekends or holidays must be mutually agreed to by
CUSTOMER and SIGMA. Additional hours will be billed at $187.50 per hour per
engmeer. A report derailing all hours worked will be given to the CUSTOMER with the
m\Ollt;'.
· ihe performance of the DEFINITION of this AGREEMENT is estimated to take one
(Ii day (as defined above) with a minimum of one engineer working. SIGMA may have
the need to util ize mme engineers and will coordinate their access to facilities with
Cl !STOMER.
.\ rate charge of $ i .500 per day mvoiced as defined by the TERMS section of the
A<JREEMENT
EXPENSES:
Actual travel and living expenses will be invoiced to CUSTOMER. This will include,
but is not limited to, airfare. rental vehicle, meals and hotel. An estimate of expenses can
be pn\\ided.
422 East Ramsey, San Antonio, Texas 78216.800-567-5964
For more information visit www.sigmasolinc.com
Page: 2 of 4
TERMS
ClISTOMER will be Invoiced for the entire charge of $1,500 per day plus expenses and
any additional hourly charges. The invoice will be generated after the CUSTOMER has
accepted the implementation based on the completion of the DEFINITION of this
AGREEMENT as shown in the Project Completion Form.
Invoices are due wIthin 30 days of receipt by the CUSTOMER.
REQUIREMENTS
SIGtvlA will not engage in activities outside the Scope of Effort unless mutually agreed
upon by SIGMA and CUSTOMER.
Agreement
CUSTOMER
.J ,;)
Approved as to fomr~..-.
~ ). ,,-,.
Sj.gna1Jre
/"1
Ge-:i (It.. t
Print Name
~14()~
ate
. .
f -Li/C ~.', / \..
Oi'Agullar ". ,
;, sistant City Attome~.
.' ..: t\ttome\'
r~-e-
Purchase Order Number
SIGMA
~K~
Signature
2/23/2006
Date
Eric Kronenthal, Director PS
Print Name
42= East Ramsey. San Antonio, Texas 78216 . 800-567-5964
For more infonnation visit www.sigrnasolinc.com
Page: 3 of 4
Project Completion Form
Customer: City of Corpus Christi
Customer Contact: Patrick Neal
Customer Phone Number:
Customer Email:
Project Deliverables per signed Statement of Work:
. Deliverable 1:
o Add three servers to CUSTOMER existing SAN (dual attached)
o Allocate storage to the three servers per CUSTOMER specifications
o Install and configure Powerpath on the three servers
Customer Acceptance:
C1 iSTOMER
Date
SIGMA
Eric Kronenthal. Director Professional Services
Date
422 East Ramsey, San Antonio, Texas 782] 6.800-567-5964
For more information visit www.sigmasolinc.com
Page: 4 of 4
EXHIBIT A TO SIGMA SOW
INSURANCE REQUIREMENTS
I. CONSULTANT'S LIABILITY INSURANCE
A.. Consultant must not commence work under this agreement until
Consultant has obtained all insurance required herein and such insurance
has been approved by the City. Consultant must not allow any
subcontractor to commence work until all similar insurance required of the
subcontractor has been so obtained.
B. Consultant must furnish to the City's Risk Manager 2 copies of Certificates
of Insurance, showing the following minimum coverage by insurance
company(s) acceptable to the City's Risk Manager. The City must be
named as an additional insured for all liability policies, and a blanket
waiver of subrogation is required on all applicable policies.
I
! TYPE OF INSURANCE
I
"-
I
I
i 30-Day written notice of cancellation, non-
I renewal, material change or termination
l required on a~ertificates
, Commercial General Liability including:
! 1 Commercial Broad Form
j 2 Premises - Operations
i 3 Products/Completed Operations Hazard
I 4 Contractual Liability
II. 5 Broad Form Property Damage
: 6 Independent Contractors
~ Personal Injury
i AUTOMOBILE LIABILITY - OWNED,NON-
I
I OWNED,OR RENTED
I
PROFESSIONAL LIABILITY COVERAGE $2,000,000
Coverage provided must cover officers.
directors, employees and agents
1 Electronic Errors and Omissions
L
MINIMUM INSURANCE COVERAGE
Bodily Injury and Property Damage
Per occurrence I aggregate
$1,000,000 COMBINED SINGLE LIMIT
$1,000,000 COMBINED SINGLE LIMIT
WHICH COMPLIES WITH THE TEXAS
WORKERS' COMPENSATION ACT ANC
PARAGRAPH II OF THIS EXHIBIT
i EMPLOYERS' LIABILITY
I $500,000
C In the event of accidents of any kind, Consultant must furnish the Risk
Manager with copies of all reports of any accident within ten (10) days of
any accident.
Consultant Insurance requirements
3-21-06 ep Risk Mgmt
II. ADDITIONAL REQUIREMENTS
A Consultant must obtain workers' compensation coverage through a
licensed insurance company obtained in accordance with Texas law. The
contract for coverage must be written on a policy and endorsements
approved by the Texas Department of Insurance. The coverage provided
must be in an amount sufficient to assure that all workers' compensation
obligations incurred by Consultant will be promptly met.
B. Certificate of Insurance:
· The City of Corpus Christi must be named as an additional insured on the
liability coverage, and a blanket waiver of subrogation in favor of the City
on all applicable policies.
If your insurance company uses the standard ACORD form, the
cancellation clause (bottom right) must be amended by adding the
wording "changed or between "be" and "canceled", and deleting the
words, "endeavor to" and deleting the wording after "left". In lieu of
modification of the ACORD form, separate policy endorsements
addressing the same substantive requirements are mandatory.
· The name of the project must be listed under "Description of Operations".
· At a minimum a 30-day written notice of material change, non-renewal,
termination or cancellation is required.
· If the Certificate of Insurance on its face does not show on its face the
existence of the coverage required by items 1.8 (1)-(7), an authorized
representative of the insurance company must include a letter specifically
stating whether items 1. B. (1 )-(7) are included or excluded.
Consultant insurance requirements
3-21-06 ep Risk Mgmt