SPS VAR Product Agreement
Description Qty Unit Price Amount
9105-41B 1 $ 45,690.00 $ 45,690.00
$ 2,822.06
$ 48,512.06
Agreed to:
Agreement Number: 2023081501LBB
Order Description
Machine/Program
City of Camarillo
601 Carmen Dr
Camarillo, CA 93010
SPS VAR (We) agree to supply equipment (Machines) and software (Programs) to Customer (You) and to make available the manufacturer’s software services subscriptions (Subscriptions) to you under the terms of this Agreement and upon receipt of a $ 0 down payment. Collectively, Machines and Programs are referred to as Products.
The price for all Products is shown below. Unless you request otherwise and pay the corresponding charges, all Products are shipped via normal ground transportation. You agree to pay the total price of all Products, shipping charges, applicable sales taxes and the price for the Subscriptions.
This Order Description and the Additional Terms on page 2 form our complete agreement (the “Agreement”) regarding these Products and the Subscriptions and replace any prior oral or written communication between us. In addition, this Agreement takes precedence over any purchase order that you issue for these Products or Subscriptions. By signing below, both of us agree to these terms.
Total Product Price Including Sales Taxes
Rack Mounted MultiMedia Enclosure
- LTO7 Tape Drive with (40) LTO6 tapes
7.25% Sales Tax on Hardware
Date: ______________________________
Title: _______________________________
Name: (Print) ________________________
Authorized signature
By: ________________________________
Agreed to:
SPS VAR
P. O. Box 8869
Atlanta, GA 31106
By: ________________________________
Authorized signature
Name: (Print) ________________________
Title: _______________________________
Date: _______________________________
SPS VAR NaviLine® Solution
IBM POWER10®, Model 9105-41B Rack mountable ( no rack, included ) 4 Core, 1 Core Active and Licensed with 26,000+ CPW Rating (2) X 1.6TB NVMe Disk Drives Mirrored for 1.6TB Usable
32 GB Memory
OS and 40 User Licensing transferred from 8202-E4D sn 2175E3W IBMi ® OS V7R4
Redundant 4-Port, 1 GbE Ethernet NIC Card
System Console on Ethernet LAN
Redundant 110v Power Supplies
USB DVD Drive
Three Years - 24x7 IBM Hardware and Software Maintenance Tom Lewis
President, SPSVAR, LLC
Greg Ramirez
City Manager
CC Agreement No. 2023-135
08 / 29 / 2023
Doc ID: ad643fe07e590b25c7b7f73a1e0819de2773ee01
09 / 14 / 2023
Doc ID: 6da45ec97cd19b62e71ac6f767d39caa73e0dd4b
Warranty
Agreement Number: 2023081501LBB
Disputes
The laws of the State of Georgia govern this Agreement. Any controversy or claim rising out of or relating to this Agreement, or the breach of this Agreement, shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association at a hearing in Atlanta, Georgia. A judgment of a court having jurisdiction may be entered upon the arbitrator’s award. The prevailing party, in addition to all other sums to which it may be entitled, is entitled to recover from the other party the reasonable expenses (including attorney fees) relevant to the claim.
Payment and Assignment
You agree to pay applicable sales taxes or supply exemption documentation. You are responsible for personal property taxes for all Products from the date they are shipped to you.
If you fail to pay the Invoice Amount, including late payment charges, then we may remove and repossess the Machine without notice or demand, and we may request the manufacturer to cancel the Program license or Subscription.
All warranties with regard to the Products or the Subscriptions are provided directly by the manufacturer to you. We warrant only that we are authorized to supply Products and the Subscriptions.THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND WE MAKE NO OTHER WARRANTIES
OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant uninterrupted or error-free operation of any Product.
Limitation of Liability
If you are entitled to recover damages from us, in each instance, regardless of the basis on which damages can be claimed, we are liable only for actual damages caused by a Product in an amount no greater than the price you have paid for the Product that is the subject of the claim.Under no circumstances are we responsible for (a) loss of, or damage to, your programs, records or data; or (b) special, incidental, consequential or other indirect damages (including lost profits or savings), even if we are informed of their possibility.
We invoice the Products when they are shipped. We invoice Subscriptions when they are processed. We will apply your down payment to the invoice amount (the “Invoice Amount”), which will include the price of Products plus shipping charges and applicable sales taxes and the price for the Subscription. The balance of the Invoice Amount is due within 30 days of the invoice date. Amounts past due will be assessed a late payment charge of 1.5% per month, which you agree to pay.
Alternatively, you may assign your obligation to pay the Invoice Amount to the IBM Credit Corporation (ICC). You agree to sign an ICC Certificate of Acceptance, accepting Products within 10 days of their delivery and accepting the Subscriptions. The ICC Certificate of Acceptance constitutes payment to us of the Invoice Amount. We will return your down payment, net of any cancellation or return charges, when we receive payment from ICC. Other than this express permission, you may not assign, or otherwise transfer, this Agreement or your rights under it, or delegate your obligations, without our prior written consent. Any attempt to do so is void.
Title and License
We transfer title to Machines to you when we (a) receive the total Invoice Amount due and (b) you return any removed parts that become our property during a feature or model upgrade. The application, use and other aspects of the Programs and the Subscriptions are solely governed by the terms and conditions of the applicable agreement between you and the manufacturer.
Additional Terms
Order, Delivery and Installation
This is a custom order. If you cancel an order for Products within 10 business days prior to their shipment date, then you agree to pay any costs we incur for such cancellation, including cancellation charges we are assessed by our suppliers. However, you may not cancel an order after the Products have been shipped, and you may not cancel an order for Subscriptions after they have begun.
We bear the risk of loss for each Product until it is delivered to you. Thereafter, you assume the risk of loss. You must install all Programs and you must install Machines designated as Customer-set-up by the manufacturer. The manufacturer will install all other Machines.
Within 10 business days of their delivery, you may return any Products that are defective on arrival and cannot be installed. Otherwise, if you wish to return any Products which are not defective and have never been installed, then you must first obtain our written consent and agree to pay any return charges we are assessed by our suppliers. Some Products may not be returnable. Following their installation, you may only return the Products under the provisions of the manufacturer’s warranty.
CC Agreement No. 2023-135
Doc ID: ad643fe07e590b25c7b7f73a1e0819de2773ee01
Doc ID: 6da45ec97cd19b62e71ac6f767d39caa73e0dd4b
SPS VAR Services Agreement
1275395v2
Description
SPS VAR, LLC. (We) agree to provide Services described in a Statement of Work below or in an Attachment to our Customer (You) under the terms of this Agreement. You are responsible for project management and for any results achieved, unless specified otherwise in the Statement of Work. We do not provide Services under the terms of your purchase order.
Services are provided and billed either on an hourly (“Hourly Services”) or on a fixed-price (“Fixed-Price Services”) basis.
For Hourly Services, the Statement of Work specifies the hourly rate, the estimated hours and estimated expenses required to complete the project. This estimate is not a fixed-price commitment. Charges will equal the actual hours worked times the hourly rate, plus actual expenses and applicable sales taxes.
For Fixed-Price Services, the Statement of Work specifies the fixed-price and estimated expenses. This expense estimate is not a fixed-price commitment. Charges will equal the fixed-price plus actual expenses and applicable sales taxes.
Statement of Work
Project Name: _POWER10 Migration ______________
Hourly Services: Hours x $_0.00____ per Hour = $ 0.00 Billed Upon Product Start OR
Fixed-Price Services: $__11,200.00 Invoiced Upon Product Start Estimated Expenses: $ __N/A_______ Travel & Living and N/A Other Expenses Estimated Start Date: 10/01/2023 End Date: TBD
Services: Remote Assistance with hardware installation and data migration from 8202-E4D sn 2175E3W to new POWER10. Includes OS Upgrade to V7.4 with latest PTFs and CUME. Console access via TeamViewer This Project Description, the Statement of Work and the Additional Terms on page 2 form our complete agreement (the “Agreement”) regarding these Services and replace any prior oral or written communication between us. By signing below, both of us agree to these terms.
Agreed to: (Customer legal name & address) Agreed to:
City of Camarillo SPS VAR, LLC
601 Carmen Drive P. O Box 8869
Camarillo, CA 93010 Atlanta, GA 31106
.
By:
Authorized Signature Authorized Signature
Name (print): Name (print):
Title: Title:
Date: Date:
Agreement Number: _2023081502LBB___________
Greg Ramirez
City Manager
Tom Lewis
President, SPS VAR, LLC
CC Agreement No. 2023-135
08 / 29 / 2023
Doc ID: ad643fe07e590b25c7b7f73a1e0819de2773ee01
09 / 14 / 2023
Doc ID: 6da45ec97cd19b62e71ac6f767d39caa73e0dd4b
SPS VAR Services Agreement
2 1275395v2
Additional Terms
Billing
For Hourly Services, the minimum billing increment is fifteen (15) minutes. However, there will be a one-hour minimum for each day in which Services are provided on-site and a fifteen (15) minute minimum for each day in which Services are provided by telephone. We may increase our hourly billing rate and minimums by giving you three (3) months' written notice.
Hourly Services are invoiced weekly as the work progresses. Fixed-Price Services are invoiced as specified in the Statement of Work. Travel and other expenses are invoiced weekly using IRS mileage allowances for automobile transportation and actual cost for all other expenses.
Charges for Services and expenses are due within 15 days from the invoice date. Amounts past due are subject to a late payment charge of
1.5% per month. You agree to pay accordingly.
You agree to pay applicable sales taxes or supply exemption documentation.
Project Completion and/or Termination
Hourly Services will end when we provide the estimated number of hours or upon the estimated project end date unless you authorize additional hours or an extension of the end date. In the event that additional hours are not authorized for incomplete project which is provided on an Hourly Services basis, we do not warrant that the Services will be completed. Fixed-Price Services will end when the tasks described in the Statement of Work are complete.
Either party may terminate this Agreement on written notice to the other if the other breaches any material provision of this Agreement, including nonpayment of any charges hereunder. Upon termination, we will stop our work in an orderly manner as soon as practical.
You agree to pay for all Services we provide, all materials (including programs, program listings, documentation, reports or other similar works of authorship) we deliver and all expenses we incur through the project's termination, including charges we incur in terminating subcontracts.
Customer Obligation
You agree to provide us reasonable access to the premises where Services will be provided during your business hours. You will also provide other onsite cooperation and assistance as may be reasonably requested by us. You agree to sign and deliver to us the Acknowledgment of Completion of Services when the tasks described in the Statement of Work are complete, or when we have provided the estimated number of hours of Services for Hourly Services (unless additional hours are authorized), whichever comes first.
Subcontractors
We have the right subcontract any part of the Services to a third party as we deem appropriate, provided that we will remain ultimately responsible for the Services, subject to the terms of this Agreement.
Changes to Statements of Work
The Statement of Work may only be changed by a written Change Authorization signed by both of us. The terms of the Change Authorization will prevail over those of the Project Description, the Statement of Work and any previous Change Authorizations.
Warranty
We warrant that we perform Services using reasonable care and skill in accordance with recognized standards in the industry. WE DO NOT
PROVIDE ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant uninterrupted or error free operation of any Service.
Limitation of Liability
In the event that you are entitled to recover damages from us, in each instance, regardless of the basis on which you are entitled to claim damages from us, we are liable only for an amount no greater than the sum of all payments you have made to us. This limit also applies to liabilities of any of our subcontractors. It is the maximum for which we and our subcontractors are collectively responsible. Under no circumstances are we or our subcontractors responsible to you or third parties for 1) loss of, or damage to, your records or data; or 2) special, incidental, consequential or other indirect damages (including lost profits or savings), even if we are informed of their possibility.
Disputes
The laws of the State of Georgia govern this Agreement. Any controversy or claim rising out of or relating to this Agreement, or the breach of this Agreement, shall be settled by arbitration in accordance with the rules of the American Arbitration Association at a hearing in Atlanta, Georgia.
A judgment of a court having jurisdiction may be entered upon the arbitrator's award. The prevailing party, in addition to all recoveries, is entitled to recover from the other party reasonable expenses (including attorney fees) relevant to the claim.
Agreement Number: _2023081502LBB________
CC Agreement No, 2023-135
Doc ID: ad643fe07e590b25c7b7f73a1e0819de2773ee01
Doc ID: 6da45ec97cd19b62e71ac6f767d39caa73e0dd4b
SPS VAR Product Agreement and SPS Var Services Agreement 3 - Camaril...t (002).pdf and 1 other
ad643fe07e590b25c7b7f73a1e0819de2773ee01
MM / DD / YYYY
Signed
08 / 24 / 2023
21:21:22 UTC
Sent for signature to Tom Lewis ([email protected]) from [email protected]
IP: 47.176.217.204
08 / 29 / 2023
18:21:33 UTC
Viewed by Tom Lewis ([email protected])
IP: 174.229.0.57
08 / 29 / 2023
18:30:56 UTC
Signed by Tom Lewis ([email protected])
IP: 174.229.0.57
The document has been completed.
08 / 29 / 2023
18:30:56 UTC
Doc ID: 6da45ec97cd19b62e71ac6f767d39caa73e0dd4b
Order Requirements
The Dock, End User and Shipping Information on this page will assist IBM in arranging for delivery of your order. Please complete the information on this page and return with your order.
Dock Information
Delivery Hours?
Will the customer’s dock accommodate a 48 foot trailer? (Yes/No) Is there a loading dock? (Yes/No)
*If no loading dock, is Liftgate Truck required? (Yes/No) *If no loading dock, is Ramp required? (Yes/No)
Is the computer room located on the main floor? (Yes/No) *If not on main floor, what floor?
*If not on main floor, is an elevator available? Yes/No *If not on main floor, is a stair climber required? Yes/No Are special floor coverings required? Yes/No
*Is Yes, type of floor?
AM to PM
<--- Select Yes/No
<--- Select Yes/No
<--- Select Yes/No
<--- Select Yes/No
<--- Select Yes/No
Floor (1st, 2nd, etc…)
<--- Select Yes/No
<--- Select Yes/No
<--- Select Yes/No
Added Comments:
End User Information Shipping Information
Name: City of Camarillo Name:
Address: 601 Carmen Dr. Address:
City, State Zip: Camarillo, CA 93010 City, State Zip:
Contact Name: Tom Clock Contact Name
Contact Phone: 805-388-5371
Contact Phone:
End User Industry: State and Local Gov’t
8:00 4:30
Yes
No
No
Yes
No
Computer Room does have a raised floor.
CC Agreement No. 2023-135
Doc ID: 6da45ec97cd19b62e71ac6f767d39caa73e0dd4b
SPS VAR Product Agreement and SPS VAR Service Agreement Agreement No. 202...ice Agreement.pdf
6da45ec97cd19b62e71ac6f767d39caa73e0dd4b
MM / DD / YYYY
Signed
09 / 14 / 2023
16:57:36 UTC
Sent for signature to Greg Ramirez
([email protected]) from
[email protected]
IP: 47.176.217.204
09 / 14 / 2023
17:00:25 UTC
Viewed by Greg Ramirez ([email protected])
IP: 47.176.217.204
09 / 14 / 2023
17:00:53 UTC
Signed by Greg Ramirez ([email protected])
IP: 47.176.217.204
The document has been completed.
09 / 14 / 2023
17:00:53 UTC