We have prepared a quote for you
Wi-Fi Project Budget Costs
Quote # 041497 Version 1
Prepared For: Prepared By:
City of Commerce Sunny Rajab
[email protected]
9910 Irvine Center Drive | Irvine | CA | 92618
www.bcsconsultants.com | (949) 333-1000
Bandini Park
Qty
Site Location: Bandini Park - 4725 Astor Ave, Commerce, CA 90040 o New Equipment Site Setup, Installation, & Testing
o New Infrastructure, Gateway, Network Switch, UPS, (12) Access Points Infrastructure Materials 1
Infrastructure Labor Charge 1
Network Equipment and UPS 1
Network Installation Labor 1
Project Management 1
Equipment Rental 1
ISP Install Fee 1
Subtotal: $99,988.35
Bandini - Monthly Service & Support
Qty
CFL Support 1
1Gbps Internet x 50Mbps 1
Recurring Subtotal: $759.00
Quote #041497 v1 Page: 2 of 12
9910 Irvine Center Drive | Irvine | CA | 92618
www.bcsconsultants.com | (949) 333-1000
Bristow Park
Qty
Site Location: Bristow Park - 1466 S. McDonnell Ave, Commerce, CA 90040 o New Equipment Site Setup, Installation, & Testing
o New Infrastructure, Gateway, Network Switch, UPS, (16) Access Points Infrastructure Materials 1
Infrastructure Labor Charge 1
Network Equipment and UPS 1
Network Installation Labor 1
Project Management 1
Equipment Rental 1
ISP Install Fee 1
Subtotal: $129,688.35
Bristow - Monthly Service & Support
Qty
CFL Support 1
1Gbps Internet x 50Mbps 1
Recurring Subtotal: $881.13
Quote #041497 v1 Page: 3 of 12
9910 Irvine Center Drive | Irvine | CA | 92618
www.bcsconsultants.com | (949) 333-1000
Rosewood Park
Qty
Site Location: Rosewood Park - 5600 Harbor St, Commerce, CA 90040 o New Equipment Site Setup, Installation, & Testing
o New Infrastructure, (2)Gateway, (2)Network Switch, (2)UPS, (17) Access Points Infrastructure Materials 1
Infrastructure Labor Charge 1
Network Equipment and UPS 1
Network Installation Labor 1
Project Management 1
Equipment Rental 1
ISP Install Fee 2
Subtotal: $148,328.40
Rosewood - Monthly Service & Support
Qty
CFL Support 1
1Gbps Internet x 50Mbps 2
Recurring Subtotal: $1,334.79
Quote #041497 v1 Page: 4 of 12
9910 Irvine Center Drive | Irvine | CA | 92618
www.bcsconsultants.com | (949) 333-1000
Senior Center
Qty
Site Location: Senior Center - 2555 Commerce Way, Commerce, CA 90040 o New Equipment Site Setup, Installation, & Testing
o New Infrastructure, Gateway, Network Switch, UPS, (8) Access Points Infrastructure Materials 1
Infrastructure Labor Charge 1
Network Equipment and UPS 1
Network Installation Labor 1
Project Management 1
Equipment Rental 1
ISP Install Fee 1
Subtotal: $34,813.35
Senior Center - Monthly Service & Support
Qty
CFL Support 1
1Gbps Internet x 50Mbps 1
Recurring Subtotal: $636.86
Quote #041497 v1 Page: 5 of 12
9910 Irvine Center Drive | Irvine | CA | 92618
www.bcsconsultants.com | (949) 333-1000
Teen Center
Qty
Site Location: Teen Center - 5107 Astor Ave, Commerce, CA 90040 o New Equipment Site Setup, Installation, & Testing
o New Infrastructure, Gateway, Network Switch, UPS, (8) Access Points Infrastructure Materials 1
Infrastructure Labor Charge 1
Network Equipment and UPS 1
Network Installation Labor 1
Project Management 1
Equipment Rental 1
ISP Install Fee 1
Subtotal: $37,123.35
Teen Center - Monthly Service & Support
Qty
CFL Support 1
1Gbps Internet x 50Mbps 1
Recurring Subtotal: $636.86
Quote #041497 v1 Page: 6 of 12
9910 Irvine Center Drive | Irvine | CA | 92618
www.bcsconsultants.com | (949) 333-1000
Veteran's Park
Qty
Site Location: Veteran's Park - 6364 Zindell Ave, Commerce, CA 90040 o New Equipment Site Setup, Installation, & Testing
o New Infrastructure, Gateway, Network Switch, UPS, (15) Access Points Infrastructure Materials 1
Infrastructure Labor Charge 1
Network Equipment and UPS 1
Network Installation Labor 1
Project Management 1
Equipment Rental 1
ISP Install Fee 1
Subtotal: $124,367.10
Veteran's - Monthly Service & Support
Qty
CFL Support 1
1Gbps Internet x 50Mbps 1
Recurring Subtotal: $850.60
Quote #041497 v1 Page: 7 of 12
9910 Irvine Center Drive | Irvine | CA | 92618
www.bcsconsultants.com | (949) 333-1000
Assumptions/Exclusions
Quote does not include any warranty support past 5 years for network equipment. Quote is subject to change based on Tariff price increases received prior to manufacturer order acceptance and shipping of equipment/materials. BCS will provide a cost increase quote to the customer and new lead times if available. BCS will not be held liable for any delays due to approvals needed for Tariff cost increases or shipments for products to meet project schedule. Any costs to expedite materials and equipment will be passed through as additional invoices due upon receipt to customer.
Work will be scheduled upon completion of signed agreement, any deposits required paid in full, and confirmation of material availability
BCS has provide this quote based on our normal BCS Labor rates, with the understanding the City does not have any requirements for prevailing wages to be included, the project is under the small projects exemption, and any necessary labor compliance program in place as applicable. Items availability subject to change at any time, changes to quote can change of availability. Lead times valid only at time provided. Order must be processed & accepted by supplier/manufacturer, after signed proposal & deposit, as applicable, received. Changes to quote quantities, delivery type, locations, services, or otherwise, before or after approval, may result in a change in price & availability.
Quote assumes each building has an existing wall board with room for new wall mount equipment cabinet and has existing electrical power available for use. Quote is based on sites unseen, excludes additional scope that could be required but not currently included
Ceilings assumed to all be accessible with 8' step ladders for support and infrastructure installation unless otherwise coordinated
Quote assumes work will be done during normal business hours. Pricing valid for as noted on proposal, except when price increase issued by manufacturer or Tariffs, pricing is contingent upon receipt of approval to order 100% of total quoted value of items. Actual shipping charges, permit costs, taxes, and processing fees will be applied when invoiced. BCS reserves the right to place a lien on the building or property where the work is to be performed, if payment is not made in accordance with contract/invoice terms. For any liens that require to be processed and additional $695 will be included with contract amount due. Quote assumes full access to each of facilities without limitations restricting installation schedule Quote assumes no additional plans, drawings, sketches or coordination is required by BCS for any Permits for the installation. BCS will create and furnish our own installation drawings for the install coordination.
Quote does not include any remediation or additional required scope if any asbestos is found. The City will provide any remediation required.
Quote does not include any patch or paint of walls or ceilings that require to be opened for access. Any parking or site access across each site is to be provided by City Sites that require after hour installation support will be billed at additional overtime rates applicable On Site Support will require additional Site Trip charges to be billed hourly including Travel/Trip Fees Quote #041497 v1 Page: 8 of 12
9910 Irvine Center Drive | Irvine | CA | 92618
www.bcsconsultants.com | (949) 333-1000
Wi-Fi Project Budget Costs
Prepared by: Prepared for: Quote Information:
BCS Consultants City of Commerce Quote #: 041497
Sunny Rajab
(949) 333-1007
Fax (949) 333-1001
[email protected]
2535 Commerce Way
Commerce, CA 90040
Peter Shaiu
(626) 877-1928
[email protected]
Version: 1
Delivery Date: 05/06/2026
Expiration Date: 05/20/2026
Quote Summary
Description Amount
Bandini Park $99,988.35
Bristow Park $129,688.35
Rosewood Park $148,328.40
Senior Center $34,813.35
Teen Center $37,123.35
Veteran's Park $124,367.10
Subtotal: $574,308.90
Estimated Tax: $30,421.47
Total: $604,730.37
Recurring Recurring Summary
Description Amount
Bandini - Monthly Service & Support $759.00
Bristow - Monthly Service & Support $881.13
Rosewood - Monthly Service & Support $1,334.79
Senior Center - Monthly Service & Support $636.86
Teen Center - Monthly Service & Support $636.86
Veteran's - Monthly Service & Support $850.60
Recurring Total: $5,099.24
By accepting this proposal, client agrees to Company’s Goods and Services Terms and Conditions included in proposal, and also available at https://www.bcsconsultants.com/terms-and-conditions. BCS reserves the right to cancel any order at its discretion.
Quote #041497 v1 Page: 9 of 12
9910 Irvine Center Drive | Irvine | CA | 92618
www.bcsconsultants.com | (949) 333-1000
BCS Consultants City of Commerce
Signature:
Name: Sunny Rajab
Title: CEO
Date: 05/06/2026
Signature:
Name:
Date:
Quote #041497 v1 Page: 10 of 12
9910 Irvine Center Drive | Irvine | CA | 92618
www.bcsconsultants.com | (949) 333-1000
Goods and Services Terms and Conditions
These Terms and Conditions (the “Terms ”), together with the written Proposal which is executed concurrently herewith (the “Proposal ,” and collectively with the Terms, the “Agreement ”), shall govern in all respects all materials and equipment (“Equipment ”) and services (“Work,” and collectively with the Equipment, the “Services ”) provided by Afsaneh Enterprises, Inc. dba BCS Consultants (“BCS”) to the customer named on the Proposal, or if not so named, the customer who has purchased or received the Services (“Customer ”). If there is any conflict between these Terms and the Proposal, the Proposal shall control. BCS and Customer are hereinafter at times referred to singularly as a “Party ” and collectively as the “Parties .” Services :
BCS agrees to provide, and Customer agrees to purchase from BCS, the Services listed in the Proposal, or invoiced by BCS to Customer, pursuant to these Terms. BCS, as it deems reasonable and necessary, in its sole discretion, may perform the Services in accordance with the Proposal, in a timely and professional manner consistent with industry standards, and shall be solely responsible for determining the methods for and employing such Services.
BCS shall not be obligated to commence the Work until Customer has executed the Agreement and paid all necessary deposits, upon BCS’ confirmation of Equipment availability, and order acceptance by the supplier/manufacturer of the Equipment. Services provided by BCS that are not part of the Proposal, outside the scope, that are provided outside BCS’ normal Service hours, or that are outside of BCS’ typical service area, shall be billed by BCS separately at BCS’ standard labor rates, unless otherwise provided for under any separate agreement.
BCS will notify Customer when the Services are completed and ready for review and testing by Customer. Beginning on the date that BCS provides Customer with access to each completed Service, Customer will review and test the Service to determine if it operates and performs to Customer’s satisfaction and in accordance with the Agreement, including all applicable documentation, warranties, requirements, and specifications, within five (5) days. If Customer fails to notify BCS of any such deficiency in the Services within the above time frame, Customer will be deemed to have accepted and approved the Services.
If any Service does not meet the specifications set forth in the Proposal, Customer will notify BCS within five (5) days of delivery of said Service, and if appropriate, BCS will remedy any identified nonconformance and redeliver the applicable Service. Access and changes made by the Customer or any other third party, to Services or misuse of materials or equipment may affect BCS’ obligation to remedy the applicable Service.
Service Fees :
Customer shall pay to BCS the fees and material costs for Services provided by BCS pursuant to the Proposal (“Service Fees ”), which Services Fees are contingent upon BCS’ receipt of approval from Customer to order 100% of the total quoted value of materials. All tariffs, import duties, and surcharges related to transportation and importation of the Equipment shall be the responsibility of the Customer. Customer acknowledges that Services charged by BCS do not reflect what BCS will need to charge in totality, and that BCS may incur various costs for tariffs, shipping, permits, Customer BPO services, Customer Managed Services, or BCS administrative costs resulting from any of these (“Additional Service Fees”). Customer agrees to pay for in advance or be obligated to reimburse BCS in full for all Additional Service Fees related to the agreed to Proposal Service Fees. Customer acknowledges that Service Fees as quoted in a Proposal are subject to change if a price increase is issued by the supplier/manufacturer of Equipment.
Payment of Invoices on Services Purchased :
Customer shall pay BCS as follows:
i. 50% of the Service Fees on execution of a Proposal.
ii. 40% of the Service Fees on the day of installation prior to the commencement of installation. iii. 10% of the Service Fees upon completion of the Services specified in this Agreement or accompanying work order.
Equipment shipped directly to Customer will require 100% payment of the Service Fees upfront on execution of this Agreement plus applicable shipping charges. Payment for future Work is due net 15 days from the date of any invoice transmitted by BCS (an “Invoice ”) only if credit terms have been established, all others will remain on a COD payment basis. All invoiced amounts are in U.S. dollars and payment is to be made in U.S. dollars only. If Customer fails to make any payment or pay any Invoice according to its terms, or upon such credit terms as expressly agreed to in writing by BCS, then, in addition to all other rights and remedies available to BCS, BCS may: (i) terminate the Agreement or suspend Services and further performance under the Agreement and any other agreements with Customer; and/or (ii) file a mechanics’ lien against any building or property where the Services were provided.
BCS may, at its option, charge Customer interest on any overdue payment from the date when such payment is due to the actual date of payment at the rate of 1.5% per month. If BCS files a mechanics’ lien, BCS may charge Customer an additional fee of $695. If Customer disputes all or a portion of any Invoice, Customer must notify BCS within five (5) days of receipt of an Invoice and Customer and BCS shall negotiate in good faith to resolve the dispute. If the Parties are unable to resolve such dispute, it shall be submitted for resolution pursuant to the Dispute Resolution section below. If Customer fails to dispute an Invoice within the above time period, Customer shall be deemed to have accepted the Services rendered and waived any defect or performance issues associated therewith.
Payment of Invoices on Equipment Financed (If Applicable) :
Upon acceptance of the Proposal, BCS will provide Customer a leasing agreement from a 3rd party leasing company. Customer must sign the lease agreement prior to order processing. Invoices for payment due will be provided by the leasing company to the Customer on a monthly basis. Customer is subject to the terms of the lease agreement. Upon delivery of Equipment, Customer shall sign the Delivery and Acceptance form provided by the leasing company; a verbal confirmation may also be required. Customer shall pay BCS 100% of the Service Fees due at the time of delivery of the Equipment if Equipment is delivered and Customer fails to sign the Delivery and Acceptance form and does not provide verbal confirmation to the leasing company within 24 hours of receipt as required by the leasing company.
Taxes :
SALES TAX IS NOT INCLUDED UNLESS IT IS CLEARLY INDICATED IN THE PRICING. Customer shall pay all applicable state and local taxes or other taxes associated with Services provided. If the Customer is not subject to sales taxes, it is the responsibility of the Customer to provide BCS with evidence of such exemption for the state(s) where the work is to be undertaken prior to the project start date. Otherwise, Customer is liable for all taxes as shown on the Invoice.
Limited Warranties :
BCS does not manufacture or design the Equipment and is not responsible for the quality, capacity or condition of the Equipment. Repairs that result from misuse, improper care or storage, negligence, alteration, accident, use of incompatible supplies, or lack of specified maintenance with respect to the Equipment are not covered by this warranty and will be performed at Customer’s expense under a separate agreement. Services provided by BCS that are not covered by this Agreement, that are provided outside of BCS’ normal business hours, or that are outside BCS’ service area also will be at Customer’s expense, and at BCS’ standard labor rates unless otherwise provided for under a separate agreement. While necessary maintenance or repairs to the Equipment can be performed by any company, Customer is forewarned that improper or incorrectly performed maintenance or repair to the Equipment by a third party voids this Agreement. Except as expressly set forth in this Agreement, the Services are provided to Customer on an “as is” basis, and all other warranties of any kind, past or present, express or implied, whether statutory, common law, or from a course of dealing or usage of trade are hereby irrevocably disclaimed by Customer. EXCEPT AS EXPRESSLY INDICATED HEREIN, BCS MAKES NO OTHER WARRANTIES OF ANY KIND
WHATSOEVER, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PROVIDED TO CUSTOMER UNDER THIS AGREEMENT.
Limitation of Liability and Exclusive Remedies :
BCS does not manufacture or design the Equipment and is not responsible for the quality, capacity or condition of the Equipment. The Equipment may have a warranty from the manufacturer (“Manufacturer’s Warranty ”), which BCS will provide to Customer upon request for their reference to contact and process. Processing of a manufacturer warranty claim would require Additional Services for BCS to process if the Services Contract did not include a CFL Service Contract. Repairs that result from misuse, improper care or storage, negligence, alteration, accident, use of incompatible supplies, or lack of specified maintenance with respect to the Equipment are not covered by this Manufacturer’s Warranty or any CFL Service Contract and will be performed at Customer’s expense under a separate agreement. While necessary maintenance or repairs to the Equipment can be performed by any company, Customer is forewarned that improper or incorrectly performed maintenance or repair to the Equipment by a third party voids this Agreement.
Customer and BCS have discussed the risks associated with this Proposal and the transactions it contemplates, as well as BCS’ fees for Services.
Customer and BCS agree to allocate certain of the risks so that, to the fullest extent permitted by Applicable Law, BCS’ total aggregate liability to Customer is limited to the total amount of Service Fees paid by Customer under this Agreement for the specific Services giving rise to the action, but in no case more than the total Services Fees paid by Customer pursuant to this Agreement. Customer’s sole remedies against BCS and its affiliates, including but limited to its authorized dealers, subcontractors, or parent or subsidiary companies, for any loss or damage caused by or arising in connection with the performance or non-performance of maintenance services under this Agreement, regardless of the form of action, whether in contract, tort, or otherwise, shall be the repair or replacement of such malfunctioning product or part. In no event, however, shall BCS be liable for indirect, punitive, incidental, special, exemplary, or consequential damages (including, without limitation, damages for loss of profits or revenue, business interruption, loss of business information, or any other type of pecuniary loss) arising out of, or resulting from Services provided by BCS pursuant to or in connection with this Agreement, even if BCS was advised of the possibility of such damages.
On-Site Equipment Replacement/Repair Labor Contract :
As part of the Services, BCS may replace Equipment that is still under a Manufacturer’s Warranty (“Warranty Services ”), however, Customer shall be responsible for paying BCS its standard hourly rates for the labor to install the replaced Equipment, unless a CFL Service Contract is in place. Customer hereby appoints BCS as its agent to make the required claim under the Manufacturer’s Warranty, and Customer assigns to BCS any monetary consideration or compensation arising from the Manufacturer’s Warranty. If the Equipment in need of replacement is no longer covered under the applicable Manufacturer’s Warranty, BCS shall have no obligation to provide the Warranty Services.
BCS shall have no obligation to replace or repair any Equipment, and shall not be obligated to provide any Services to replace or repair any part of the Work, if the settings or programming of any Equipment is changed by anyone other than BCS once the Equipment has been installed. Should BCS elect to provide repair labor on such Equipment, the repair labor performed by BCS shall be billed by BCS separately at BCS’ standard labor rates, unless otherwise provided for under any separate agreement.
Termination :
This Agreement shall be terminated by mutual written consent of the Parties. BCS shall have the right to terminate this Agreement, or suspend the provision of Services, on written notice to Customer if: (i) Customer commits a material breach of any of the terms of this Agreement and fails to remedy the same (if remediable) within five (5) days of being notified of the breach; (ii) Customer violates an Applicable Law; and/or (iii) Customer files bankruptcy or becomes insolvent. Upon termination of this Agreement, or during any period of suspension, BCS shall not be obligated to perform any Services, and all payments owed to BCS under the Agreement shall become immediately due and payable. The Parties will continue to abide by all the duties, obligations, and restrictive covenants, which by their nature or in the context in which they are written, are to survive this Agreement.
Customer’s Representations and Warranties :
Customer hereby represents and warrants to BCS the following: (i) Customer is duly incorporated, authorized, and is in good standing under the laws of the state of its organization, and is duly authorized to do business in each other state in which Customer does business; (ii) there are no applicable federal, state or local laws, statutes, ordinances, or regulation (“Applicable Laws”) or any agreement to which Customer is a party that would in any way affect Customer’s ability to enter into or perform this Agreement; (iii) Customer agrees to comply with all Applicable Laws, which are incorporated into this Agreement by reference; and (iv) this Agreement constitutes, or will constitute, a legal, valid, and binding obligation of Customer, enforceable against Customer in accordance with its terms.
Indemnification :
Customer agrees to indemnify, hold harmless, and defend BCS, its affiliates, owners, and agents, from and against any and all liability, claims, losses, judgments, lawsuits, decrees, disputes, demand, proceeding, attorney’s fees, costs, fines, expenses, or anything of the like, arising out of or related to Customer’s breach of this Agreement or the failure of a representation or warranty contained herein, Customer’s failure to comply with Applicable Laws, and/or Customer’s intentional misconduct or negligence. Upon the occurrence of an event or claim which gives rise to the indemnity obligations set forth in this Section, BCS shall send immediate written notice to Customer of the same. In any case, and whether such notice is given or not, if BCS provides Customer with a demand for indemnity pursuant to receipt of an event or claim which gives rise to Customer’s indemnity obligations under this Section, Customer shall, within five (5) days, confirm receipt of the demand for indemnity and shall acknowledge its obligation to indemnify, defend, and hold BCS harmless. If Customer assumes the defense of BCS, (i) BCS shall have the right to participate in any such defense and to employ separate counsel of its choosing at Customer’s cost and expense; and (ii) Customer shall promptly keep BCS reasonably informed of material developments in such claim or demand at all stages thereof; and (iii) Customer may not agree to any compromise or settlement to which BCS has not consented to in writing, which consent shall not be unreasonably withheld. Should Customer fail to assume the defense of BCS pursuant to its written demand, BCS shall have the right to assert its own defense at the expense of Customer.
Call Recording :
In order to provide excellent service to each and every customer, your call made to BCS may be recorded or monitored to ensure quality and customer satisfaction and Customer hereby consents to BCS’ recording of said telephone calls.
Title/Remedies of Default :
Title and ownership of each Equipment sold herein shall remain in BCS until payment of Service Fees is made in full, including any additional charges provided for herein.
Credit Hold & Reporting
If BCS’ requests for timely payments are not honored BCS reserves the right to: (i) Place the Customer on credit hold and suspend all Services (including projects in progress) until all past due Invoices are paid in full; (ii) Take possession of any and all Equipment listed hereon or in any attachment hereto, wherever situated, and for such purpose, enter upon any premises without liability for doing so; (iii) File a mechanics’ lien against any site where work was undertaken; (iv) Assign the unpaid Invoices to a collection agency; (v) Inform credit bureaus such as Dun & Bradstreet, etc. of the Customer’s nonpayment status; and/or (vi) Refer the case to Arbitration unless the unpaid amount is within the jurisdiction of the Small Claims Court. Customer will be placed on credit hold if ten percent (10%) or more of Customer’s total invoice dollars outstanding are over 60 days past due.
Expense Recovery
BCS shall also be entitled, in addition to all other remedies available at law or in equity, to recover reasonable attorney’s fees, costs and/or other collection expenses incurred in collecting the unpaid balance or otherwise enforcing or successfully defending itself with respect to this Agreement.
Restocking Charges & Special Orders :
Customer is responsible for BCS’ out-of-pocket costs incurred in cancelling an order. All returns must be approved in advance, are subject to a restocking charge of twenty five percent (25%), Equipment must be unused by Customer, properly packaged and shipped, freight prepaid and must be returned within 30 days. If special equipment or materials are ordered at the Customer’s request, BCS shall not be obligated to issue a credit or refund for cancellation or return of the equipment or materials if the manufacturer or distributor of the item will not accept the return or issue a credit to BCS.
Third Party Services :
Customer may order maintenance or other technical-related services or merchandise from third parties not affiliated with BCS. However, all matters concerning such services and/or merchandise, including but not limited to purchase terms, payment terms, warranties, guarantees, etc., are solely between Customer and any third parties that Customer elects to do business. Third parties not affiliated with BCS are beyond its control. BCS, therefore, offers no guarantees, assumes no responsibility or liability of any type, and does not make any warranties or representations whatsoever, express or implied, relating to the quality of services and/or merchandise provided to Customer by third parties. Furthermore, Customer will not consider BCS, nor shall BCS be construed as, a party to any such transactions. Customer agrees that it will not hold BCS responsible or liable with respect to third party services or merchandise, or seek to do so. Finally, BCS, its agents, employees, officers, and directors will not be responsible for any act, error, or omission, nor be liable for any injury, loss, delay, inconvenience, or damage arising out of any transaction (whether directly or indirectly) between Customer and any other person or entity.
Assignment/Subcontracting:
BCS shall be entitled to assign or subcontract any of its obligations under this Agreement but shall be responsible for the actions or omissions of any such assignee or subcontractor. Customer shall not assign its interest in this Agreement without the prior written consent of BCS and any purported assignment by Customer without such consent is null and void.
Leasing Options :
Customer may elect to finance or lease the Services through a third-party provider. If Customer elects to finance the Services, BCS will provide Customer with a leasing agreement from a third-party leasing/finance company (“Leasing Entity ”). Customer will be asked to sign a written lease agreement (“Lease Agreement ”) provided by the Leasing Entity prior to BCS’ commencement of any Services. Customer shall be bound by terms of the Lease Agreement, which shall be separate and independent of Customer’s duties, performance, and obligations under this Agreement. Invoices for payment owed under the Leasing Agreement will be provided by the Leasing Entity to the Customer on a monthly basis. Upon delivery of the Services, Customer shall sign the delivery and acceptance form provided by the Leasing Entity upon request made by BCS or by the Leasing Entity. Customer shall also provide the Leasing Entity with verbal confirmation that the Services have been delivered by BCS, or if required, shall permit the Leasing Entity to inspect the Remote Office Location where the Services were provided. Customer shall remain responsible for all amounts owed to BCS under this Agreement. Should the Leasing Entity, for any reason or no reason, fail to timely submit payment to BCS for the Services, Customer shall be responsible for making payment pursuant to this Agreement.
Confidentiality :
Customer acknowledges that during the course of its engagement with BCS, it may have access to certain Confidential Information and that such Confidential Information will be acquired in confidence. Customer acknowledges and agrees that maintaining the confidentiality of all of the Confidential Information is integral to the value of BCS and is vital to the successful operations of BCS. In view of the foregoing, Customer agrees to maintain the confidentiality of all Confidential Information and to not disclose, divulge, exploit, or use, in any manner whatsoever, the Confidential Information for any purpose not consistent with this Agreement, or to Customer’s own benefit or the benefit of another person to the exclusion or detriment of BCS.
Customer’s obligations under this section of this Agreement shall survive the termination of this Agreement engagement regardless of the manner of such termination and shall be binding upon Customer’s assigns, agents, heirs, executors, and administrators. “Confidential Information ” shall mean information that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. Additionally, “Confidential Information ” shall mean all information or material that has or could have commercial value or other utility in the business in which BCS is engaged, such as trade secrets, inventions, innovations, processes, information, records, software programs, and specifications owned or licensed by BCS, and/or used by BCS in connection with the operation of its telecommunications business, including without limitation BCS’ business and product processes, methods, customer lists, accounts and procedures. Customer recognizes that it may have access to Confidential Information belonging to BCS’ vendors, customers, suppliers, licensors, licensees, partners, or collaborators (“Associated Third Parties ”), which may be subject to a duty on BCS’ part to maintain the confidentiality of such Associated Third Party’s Confidential Information and to use it only for certain limited purposes. Customer agrees that it shall owe BCS and its Associated Third Parties a duty to hold all such Associated Third Party’s Confidential Information in the strictest confidence, and not to use it or to disclose it to any person, except as necessary in carrying out the terms of this Agreement.
Telephone/Internet/Licensing Reseller Company Disclaimer :
BCS is a Low Voltage Systems Integrator and Licensing Reseller and equipment provider. BCS is not a telephone company or internet service provider and does not provide telephone or internet connectivity or related services. While BCS can and does obtain telephone or internet services on behalf of its clients as part of its overall package of client services, Customer acknowledges and agrees that BCS cannot be held responsible for, or in any manner be liable for, the quality or outages of telephone or internet service provided by Customer’s telephone company. Any Software/Licensing provided is furnished “as is” and “as available” without any warranty of any kind by BCS. In no event shall BCS be held liable for any claim, damages, or other liability, arising from, out of, or in connection with the use of the software or licensing or interruption of services, including due to customer non-payment of license or software invoices.
No Soliciting :
For a period of two (2) years following the Effective Date (as defined in the Proposal), Customer agrees that it will not, directly or indirectly, enter into an agreement with, hire, recruit, or solicit any of BCS’ employees, consultants, or representatives, agents, contractors, vendors, or subcontractors (“BCS Representative(s) ”) or otherwise interfere with BCS’ existing or prospective relationships with BCS Representatives or otherwise encourage them to terminate their relationship with BCS. Also, for the same two (2) year period, Customer agrees that it will not hire, recruit, or solicit any BCS Representative who has left BCS’ employment within two (2) years of the date of Customer’s purchase of Equipment.
Force Majeure :
Neither Party will be in default or liable for any delay or failure to comply with this Agreement due to any cause beyond the control of the affected Party due to labor disputes, war, riot, civil commotion, pandemic, epidemic, acts of the public enemy, fire, flood or other acts of God or causes beyond the reasonable control of such Party (“Force Majeure ”). The period for performance for the Party affected by such a cause shall be extended by the duration of the condition.
Governing Law:
The laws of the State of California (without giving effect to its conflicts of laws principles) shall govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, the validation, construction, interpretation, performance, and enforcement of this Agreement. The Parties agree that this Agreement was negotiated, executed, and performed in Orange County, California.
Dispute Resolution :
The Parties to this Agreement hereby agree to submit all disputes arising out of, related to, or in connection with this Agreement to binding arbitration before JAMS or its successor in Orange County, California. If a Party demands, in writing, an arbitration pursuant to this provision, and the other Party refuses to attend and/or refuses to otherwise abide by this provision, the refusing Party hereby agrees and acknowledges that it shall waive its right to recover any attorney’s fees and/or costs, as provided herein or pursuant to an Applicable Law, regulation or statute, in any subsequent formal proceeding, whether in arbitration, state or federal court. The arbitration shall be conducted pursuant to the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time of the filing of the demand for arbitration, before a single arbitrator. The arbitrator shall be a retired judge and shall conduct the arbitration hearing and render his or her final decision in accordance with the laws of the state of California. The arbitrator shall not have the discretion to commit errors of law or legal reasoning, and any arbitration award may be vacated on appeal to a court of competent jurisdiction, which the Parties acknowledge and agree will provide the right of appellate review outside the forum of arbitration. The Parties shall equally split the cost of the arbitration; however, the arbitrator shall have the discretion to order that the prevailing Party be reimbursed for the attorney’s fees, arbitration fees, and costs incurred. The Parties agree and acknowledge that either Party, in addition to any other rights or remedies which they may possess, shall be entitled to injunctive and other equitable relief to prevent or remedy a breach of this Agreement by either Party, which may be requested from a state or federal court of competent jurisdiction if so required to prevent further or irreparable damage or injury, and/or to enforce or foreclose upon any lien rights held against any building or property where Services were provided pursuant to this Agreement, however, this narrow exception to the Parties’ agreement to arbitrate shall in no way operate to invalidate or otherwise circumvent the agreement to arbitrate the Parties’ claims as set forth in this Agreement.
Relationship of Parties :
Nothing in this Agreement should be construed to create a partnership, joint venture or fiduciary relationship. Neither Customer nor any of its affiliates, agents, and/or assigns, are agents, partners or joint ventures of BCS, nor do they have any authority to bind BCS to any obligation. Customer shall not represent to any person that it is an agent or otherwise has any authority to act on behalf of or bind BCS, or that Customer has any relationship with BCS that is inconsistent with this Agreement.
Supplemental Quotes :
For the convenience of both Parties, Customer and BCS agree that supplemental quotes issued from BCS (“Supplemental Quotes ”) to address Customer’s needs for additional Equipment and/or Work in the future shall be subject to these terms.
State Licensed :
BCS holds a current contractor’s license and is an authorized contractor in the State of California (License #852163 Class C7, C28), BSIS Alarm License# ACO7989.
Entire Agreement :Notwithstanding Supplemental Quotes, above, to meet Customer’s future needs, Customer acknowledges and agrees that the Agreement between the Parties on the subject matter set forth in this Agreement, together with its schedules, exhibits and/or attachments, is fully integrated, comprises the entire agreement between the Parties, and supersedes all prior representations, agreements, or understandings between the Parties, written or verbal, including but not limited to letters of intent, memorandums of understanding, or other similar documents or verbal agreements. All prior agreements, negotiations, correspondence, understandings and communications among the Parties, whether written or oral, respecting the subject matter hereof, are waived, merged herein, and superseded hereby. Customer agrees that he/she is authorized on behalf of their company to purchase the Services stated in this Agreement. If the authorized signer of this Agreement departs their current company, the Customer remains responsible for all Services agreed upon and stated in this Agreement and does not void the Agreement in any manner. No amendment or modification, or cancellation, of this Agreement shall be binding unless made in writing and signed by both Parties.
Survival/Severability :
In the event that one or more of the provisions, or portions thereof, of this Agreement is determined to be illegal or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining provision or portion thereof shall continue to be valid and effective and shall be enforceable to the fullest extent permitted by law. If any part of this Agreement or any part of any provision hereof, is adjudicated to be invalid or void, then the remaining provisions shall be executed insofar as the remaining provisions are capable of execution.
Waiver:
No waiver by any Party, whether express or implied, of any provision hereof or of any breach or default hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach or default of the same or any other term, covenant, or condition, whether pre-existing or subsequent thereto.
The failure of either Party to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver thereof or of any future breach or subsequent wrongful conduct.
Enforcement :
In the event that any lawsuit, action or any other similar proceeding is instituted under or in relation to this Agreement, including, without limitation, to enforce any provision of this Agreement, the Prevailing Party of such dispute shall be entitled to recover from the other Party all fees, costs, and expenses (including attorneys, expert, accountant, and consultant fees) of such action, in addition to any other relief to which the Prevailing Party may be entitled.
For the purposes of this section, “Prevailing Party ” means the Party that substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment or the abandonment by the other Party of its claims or defense.
Execution :
The Parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same Agreement. This Agreement may be delivered by facsimile or electronic transmission, including by e-mail as a PDF, and facsimile or PDF copies of executed signature pages shall be binding as originals.
Quote #041497 v1 Page: 11 of 12
9910 Irvine Center Drive | Irvine | CA | 92618
www.bcsconsultants.com | (949) 333-1000
BCS Customer for Life Services Agreement
For convenience, BCS and Customer may be individually referred to herein as a “Party” or collectively as the “Parties.”
Service Plan
Customer owns or leases certain equipment (“the Equipment”) which are described on the proposal attached hereto. Customer warrants that it is the owner of the Equipment or that it has the authorization of the Equipments owner to enter into this Agreement. Customer further warrants that it is the Licensee of any software programs covered by this Agreement. BCS Agrees to furnish the service as described on accepted proposal.
Definitions
The defined terms throughout the body of this Agreement shall have the same meaning attributed to them where defined. Termsthat are capitalized but not defined herein, shall have the same meaning attributed to them in the SOW.
Term
This Agreement shall become effective when accepted by Customer and shall continue until terminated by either party as provided herein. Except as otherwise noted herein, this Agreement shall be for a term of 1 year (“Service Term”) from the effective date and shall be automatically renewed for successive one (1) year terms thereafter.
Service Fee
Customer agrees to pay an annual service fee as outlined in the proposal, to be paid in advance for maintenance of the Equipment and all applicable taxes. If tax exemption is claimed, Customer must provide evidence of its tax exemption status. Service fees received more than thirty (30) days after invoicing are subject to a late payment charge of one- and one-half percent (1 ½%) for each thirty (30) day period that they remain unpaid. The service fee may be initially established as a best estimate and may be adjusted as mutually agreed pending a site survey to accurately establish the Customer Site Information. BCS and Customer agree that the service fee may change as mutually agreed based on the site survey. BCS will provide, and Customer agrees to pay for, Adds, Moves and Changes (AMC's) and Product upgrades or enhancements at BCS’ prevailing labor and material rates as may be initiated on Supplements referencing this Agreement. This Agreement shall be construed in accordance with and governed by the laws of the State of California, excluding its conflict of law provisions Customer’s Responsibilities
Throughout the term of this Agreement, Customer shall: a) follow all BCS’s reasonable installation, operation and maintenance instructions; (b) provide the proper environment, electrical and telecommunications connections as specified by BCS; c) provide reasonable access to the Products to enable BCS to perform maintenance; d) provide adequate communications facilities, work space and storage space for BCS spare parts; e) have a customer representative at the Product installation location during any BCS maintenance activity on the premises; and f) if at any time, BCS deems the existing equipment is not maintainable or is not compatible with current technology and/or platforms, Customer shall upgrade to the equipment recommended by BCS.
Equipment Relocation
Customer shall not move, alter or change the environment of the Products covered under this Agreement without prior written notification to BCS. BCS will agree to continue the maintenance coverage as long as the move, alteration or change of environment of the covered Products meet the following conditions, moves and modifications: a) will not impede or increase the cost of BCS testing or repairs; b) will not create a safety hazard for the equipment or service personnel; and, c) are not likely to cause a product malfunction. BCS reserves the right to inspect the Products prior to extending the maintenance coverage.
Exclusions
This Agreement does not cover maintenance required to repair Product malfunctions or service failures caused by (i) Customer failure to follow BCS’s reasonable installation operations or maintenance instructions; (ii) Repair modifications or movement of the Product by other than BCS personnel or attachment of the Products to non-BCS equipment, or failure of other equipment not maintained by BCS; (iii) Abuse, misuse or negligent acts; and, Power failure or power surges, lightning, fire, flood, pest damage, accident, actions of third parties and other events outside BCS’s reasonable control or not arising under normal operating conditions. BCS may agree to perform maintenance services in such instances on a time and materials basis.
Limited Warranties
BCS WARRANTS THAT MAINTENANCE SERVICES HEREUNDER SHALL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER WITH REASONABLE SKILL AND CARE. EXCEPT AS
EXPRESSLY INDICATED HEREIN, BCS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITYOR FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO ANY SERVICE OR REPLACEMENT PART PROVIDED TO CUSTOMER UNDER THIS AGREEMENT.
Exclusive Remedies
Customer’s sole remedies against BCS, it’s Authorized Dealers, affiliates, Parent Corporation, or subcontractors for loss or damage caused by or arising in connection with the performance or non-performance of maintenance services under this Agreement, regardless of the form of action, whether in contract or otherwise, shall be the repair or replacement of such malfunctioning product or part. These remedies shall be exclusive of all other remedies at law or in equity.
Limitations/Indemnity
Notwithstanding any other provisions of this Agreement:
Neither BCS nor its Authorized Dealers, affiliates, parent corporation, or subcontractors shall be liable for any indirect, incidental or consequential damages (including lost profits) sustained or incurred in connection with maintenance or repair work performed under this Agreement regardless of the form of action, whether in contract, tort, including negligence, or otherwise, and whether or not such damages are foreseen or unforeseen. Neither BCS nor its Authorized Dealers, affiliates, parent corporation, or subcontractors shall be liable in any way for delay, failure in performance, loss or damage due to any of the following forces or major conditions:
fire, strike, embargo, explosion, power blackout, earthquake, volcanic action, flood, lightning, war, water,the elements, labor disputes, civil or military authority, acts of God, public enemy, inability to secure fuel, transportation facilities, acts of omission of carriers, or other causes beyond its reasonable control, whether or not similar to the foregoing. BCS shall not be liable for any delay, loss, and damage or product failure attributable to any service, product or actions of any person other than BCS, its employees and agents. Any legal action arising from or in connection with maintenance or repair work performed for Customer or any other activity in connection with this Agreement must be brought within two (2) years after the cause of action arises. Customer shall defend, indemnify and hold harmless BCS against any claim, liability, damage or cost and expenses (including reasonable attorney’sfees) arising from breach of this Agreement, negligence or willful misconduct by Customer.
Assignment
This Agreement may not be assigned by either party without the written consent of the other, except that BCS may, without Customer consent, assign this Agreement to an affiliate or subsidiary and may assign its right to receive payments hereunder.
Subcontracting
BCS may subcontract any or all of the work to be performed under this Agreement but shall retain responsibility for the work subcontracted.
Hardware Addition
Changes or Additions to equipment inventory will be set forth in Addendum D and will reflect on invoice.
Termination
Customer may terminate or cancel any Supplement attached to this Agreement if BCS fails to perform or observe any material term or condition of this Agreement with respect to such Supplement and such failure shall continue un-remedied for thirty (30) days after BCS’s receipt of notice thereof from Customer. Customer will be in default of this Agreement and BCS may terminate this Agreement or any specific site location set forth on Addendum C accepted hereunder if Customer fails to pay any charge when due or fails to perform or observe any term or condition of this Agreement, if such failure shall continue un-remedied for thirty (30) days after receipt of written notice thereof from BCS. This Agreement is non-cancelable for the term of the Agreement; however, after the initial six (6) months of the Agreement term, the Customer shall be entitled, upon thirty (30) days advance written notice to BCS, to terminate a specific location identified on an Addendum C if all the covered Products listed on such Addendum C ceases to be used if there is a balance owed on any of the items. BCS will calculate its cost and overheads on the covered Equipment and refund a prorated sum to the Customer as determined by BCS.
General
Any modification or waiver of any provision of the Agreement must be in writing and signed by authorized representatives of both parties, except that BCS may, upon ninety (90) days prior written notice to Customer,modify the terms and conditions of this Agreement, which modifications will be effective only as to renewals and new Maintenance Agreement Supplements placed by Customer and accepted by BCS after the effective date of such modification. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and each term and provision hereof shall be valid and enforced to the fullest extent permitted by law. The waiver by either party of any breach of this Agreement by the other party in a particular instance shall not operate as a waiver of subsequent breaches of the same or different kind.
The failure of either party to exercise any rights under this Agreement in a particular instance shall not operate as a waiver of the party’s right to exercise the same or different rights in subsequent instances.
THIS IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE
MAINTENANCE SERVICE PROVIDED HEREUNDER AND SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS OR UNDERSTANDINGS WHETHER WRITTEN OR ORAL. BY PURCHASING A CFL
MAINTENANCE CONTRACT ON A PROPOSAL, CUSTOMER AGREES THAT HE/SHE HAS READ
AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HAS THE AUTHORITY TO ENTER THIS AGREEMENT ON BEHALF OF CUSTOMER.
Quote #041497 v1 Page: 12 of 12