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HomeMy WebLinkAbout20-055 - GreatAmerica Financial Services - Ruckus Fiber Switches20-055 Council Approval N/A AGREEMENT rwn GreatAmerica allINS FINANCIAL SERVICES GREATAMERICA FINANCIAL SERVICES CORPORATION 625 FIRST STREET SE, CEDAR RAPIDS IA 52401 PO BOX 609. CEDAR RAPIDS IA 52406-0609 AGREEMENT NO.: 1562513 CUSTOMER ("YOU" OR "YOUR") FULL LEGAL NAME: Tukwila, City et ADDRESS: 6)00 Southcenter Blvd Tukwila,WA 98188-2544 VENDOR, (VENDOR IS NOT OUR ACENT AND IS NOT AUTHORIZED EY US TO ACT ON OUR BEHALF OR 10 WAIVE OR ALTER ANY PROVISION OF THIS AGREEMENT) - RI htl stemsInc EQUIPMENT ;AND PAYMENT.TERMS TYPE, MAKE. MODEL NUMBER, SERIAL NUMBER, AND INCLUDED ACCESSORIES Lace WA 1-Ruckus ICX7650 48-port; 24-port1/10GbE SFP+, 24-port 1 GbE SFP 1-Ruckus ICX 7650 advanced L3 License adds support for OSPF, BGP VRRP, 1-Ruckus Essential Direct Support Remote Support -Technical Support - 3 Year 1-Ruckus 100GbE QSFP28 to QSFP28 Direct Attached, Passive Copper Cable 0 A ACHED SCHEDULE EQUIPMENT LOCATION: 6300 Southcenter Blvd Ste 202 Tukwila. WA 98188-8549 TERM IN MONTHS: 36 MONTHLY PAYMENT AMOUNT': $274.25 (*PLUS TM) PURCHASE OPTION': $1.00 CONTRACT. THIS THIS AGREEMENT IS NON -CANCELABLE AND IRREVOCABLE. IT CANNOT BE TERMINATED. PLEASE READ CAREFULLY BEFORE SIGNING. THIS AGREEMENT AND ANY CLAIM RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF IOWA. ANY DISPUTE WILL BE ADJUDICATED IN A FEDERAL OR STATE COURT IN LINN COUNTY, IOWA. YOU HEREBY CONSENT TO PERSONAL JURISDICTION AND VENUE IN SUCH COURTS AND WAIVE TRANSFER OF VENUE. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. CUSTOMER'S AUTHORIZED SIGNATURE. BY SIGNING THIS PAGE, YOU REPRESENT TO US THAT YOU HAVE RECEIVED AND READ THE ADDITIONAL TERMS AND CONDMONS APPEARING ON THE SECOND PAGE OF THIS TWO -PAGE AGREEMENT. THIS AGREEMENT IS BINDING WHEN WE THIS AGREEMENT AND PAY FOR THE EQUIPMENT. EJTE etd0 (As Stated Above) czel titervi4scpt, ci/WeA GNATURE CUSTOMER PRINT N E & TITLE DATE GOVERNMENTAL CERTIFICATE I, THE UNDERSIGNED, HEREBY CERTIFY THAT, AS OF THE DATE OF THE AGREEMENT, (A) THE INDIVIDU WHO EXECUTED THE AGREEMENT HAD FULL POWER AND AUTHORITY TO EXECUTE THE AGREEMENT AND (B) THE REPRESENTATIONS SET FORTH IN THE AGREEMENT IN THE PARAGRAPH TITLED "APPLICABLE TO GOVERNMENTAL ENTITIES ONLY" ARE TRUE ND ACCURATE IN ALL MATERIAL RESPECTS. IG TURE: LESSOR ("WE", "US", "OUR") GreatAmerica Financial Services Corporation LESSOR VG02CDGM(CSL0510 04/20/20 NAME & TITLE NATURE PAGE 1 OF 2 PRINT NAME & TITLE 2.7 20. DATE 330 /1 VG02COGM(CS)_0510 04/20/20 PAGE 2 OF 2 ADDITIONAL,TERMS 'AND :CONDITIONS ';:;.,i. AGREEMENT. You want us to now pay your Vendor for the equipment andlor software referenced herein ('Equipment) and the amounts your Vendor included on the Invoice to us for the Equipment for related Installation, training, and/or implementation costs, and you unconditionally agree to pay us the amounts payable under the farms of this agreement rAgreemeI r) each period by the due date. This Agreement vriU begin on the date the Equipment is delivered to you or any later dale we designate. We may charge you a one -fine origination fee of $89.50. If any amount payable to us is past due. you will pay a fate charge equal to: 1) the greater of fen (10) cents for each dotter overdue or twenty-six dollars ($26.00); or 2) the highest lawful charge, it less. NET AGREEMENT. THIS AGREEMENT IS NON -CANCELABLE FOR THE ENTIRE AGREEMENT TERM. YOU UNDERSTAND WE ARE PAYING FOR THE EQUIPMENT BASED ON YOUR UNCONDITIONAL ACCEPTANCE OF IT AND YOUR PROMISE TO PAY US UNDER THE TERMS OF THIS AGREEMENT, WITHOUT SET -OFFS FOR ANY REASON, EVEN IF THE EQUIPMENT DOES NOT WORK OR IS DAMAGED, EVEN IF IT IS NOT YOUR FAULT. EQUIPMENT USE. You will keep the Equipment in good working order, use it for business purposes only, not modify or move R from Its initial location without our consent, and bear the risk of its non- compliance with applicable Yaws. You agree that you will not take the Equipment out of service and have a third party pay (or provide funds to pay) the amounts due hereunder. You must resolve any dispute you may have concerning the Equipment with the manufacturer or Vendor. You will comply with all laws, ordinances, regulations, requirements and rules relating to the use and operation of the Equipment. VENDOR SERVICES. Payments under this Agreement may include amounts you owe your Vendor under a separate arrangement (for maintenance, service, supplies, etc.), which amounts may be invoiced by us on your Vendors behalf for your convenience. You will look solely to your Vendor for performance under any such arrangement or 10 address any disputes arising thereunder. SOFTWARE/DATA. Except as provided in this paragraph, references to °Equipment nude any software referenced above or installed on the Equipment. We do not own the software and cannot transfer any interest in it to you. We are not responsible for the software or the obligations of you or the licensor under any license agreement. You are solely responsible for protecting and removing any confidential date/images stored on the Equipment prior to Is return for any reason. NO WARRANTY. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU HAVE ACCEPTED THE EQUIPMENT "AS -IS". YOU CHOSE THE EQUIPMENT, THE VENDOR AND ANYIALL SERVICE PROVIDER(S) BASED ON YOUR JUDGMENT. YOU MAY CONTACT YOUR VENDOR FOR A STATEMENT OF THE WARRANTIES, IF ANY, THAT THE MANUFACTURER OR VENDOR 15 PROVIDING. WE ASSIGN TO YOU ANY WARRANTIES GiVEN TO US. ASSIGNMENT. You may not sell, assign or sublease the Equipment or Ills Agreement without our written consent. We may sell or assign this Agreement or our rights in the Equipment, In whole or in part, to a third party without notice to you. You agree that if we do so, the assignee will have our rights but will not be subject to any claim, defense, or set-off assertible against us or anyone else. LOSS OR DAMAGE. You are responsible for any damage to or loss of the Equipment No such loss or damage w10 relieve you from your payment obligations hereunder. We are not responsible for, and you will indemnify us against, any claims, losses or damages, including attorney fees, n any way renting to the Equipment or data stored on 11. In no event will we be liable for any consequential or indirect damages. INSURANCE. You agree to maintain commercial general Ilabifity insurance acceptable to us. You also agree to: 1) keep the Equipment fully insured against toss at its replacement cost, with us named as loss payee; and 2) provide proof of insurance satisfactory to us no later than 30 days following the commencement of this Agreement, and thereafter upon our written request. If you fail to maintain properly loss insurance satisfactory to us and/or you fail to timely provide proof of such insurance, we have the option, but not the obligation, to searre property toss insurance on theEquipment our inter ests from a carrier of our dioosing in such forms and amounts as we deem reasonable to protect our interests. If we secure insurance on the Equipment, we wit not name you as an insured party, � may not be fully protected, and you will reimburse us the premium which may be higher than the premium you would pay if you obtained insurance, end which may result kr a profit to us through an investment in reinsurance. If you are anent in alto( your obligations under the Agreement at the nme of loss, any insurance proceeds received wit be applied, el our option, to repak or replace the Equipment, or to pay us the remaining payments due or to become due under this Agreement, plus our booked residual, both discounted et 3% per annum. OWNERSHIP. You own the Equipment, including any software license rights granted to you, if any, by us or any Chid party supplier(s). You hereby grant us a security interest in the Equipment to secure your performance under this Agreement, to be released at the end of the tern provided you have performed all of your obltgalbns under this Agreement. TAXES. You will pay when due, either directly or by reimbursing us, all taxes and fees relating to the Equipment and this Agreement. You agree b fie any required personal properly tax retums. Sales or use tax due upfront will be payable over the term with a finance charge. DEFAULT/REMEDIES. If a payment becomes 10+ days past due, or if you otherwise breach this Agreement, you wall be in detain, and we may require that you return the Equipment b us at your expense and pay us: 1) all past due amounts and 2) all remaining payments for the unexcited tens, plus our booked residual, discounted at 3% per annum; and we may disable or repossess the Equipment and use all other legal remedies available to us. You agree to pay all costs and expenses (including reasonable attorney fees) we incur in any dispute with you related to this Agreement You agree to pay us 1.5% interest per month on at past due amounts. UCC. You agree that this Agreement is (and/or shall be treated as) a 'Finance Lease' es that tens is defined in Article 2A of the Uniform Commercial Code ('UCC'). You agree to forgo the rights and remedies provided under sections 507.522 of Aride 2A of the UCC. MISCELLANEOUS. This Agreement is the entire agreement behveen you and us relating to the Equipment and supersedes any prior representations or agreements, Including any purchase orders. Amounts payable under this Agreement may include a pmfil to us. The parties agree that the original hereof for enforcement and perfection purposes, and the sole 'record' constituting 'chattel paper" under tie UCC. is the paper copy hereof bearing (1) the original or a copy of either your manual signature or an electronically appled Indication of your intent to enter into this Agreement, and (s) our original manual signature. If a court finds any provision of this Agreement unenforceable, the remaining terms of this Agreement shall remain in effect. You authorize us to either insert or correct the Agreement number, serial numbers, model numbers, beginning date, and signature date, and acknowledge that if your Vendor filled in any blanks above, they did so on your behalf. Al other modifications 10 the Agreement must be in writing signed by each party. APPLICABLE TO ,GOVERN MENTALENT(TtES ONLY '. You hereby represent and warrant to us That as of the date of the Agreement (a) the individual who executed the Agreement had full power and authority to execute the Agreement on your behalf; (b) all required procedures necessary to make the Agreement a legal and binding obligation against you have been followed; (c) the Equipment will be operated end controlled by you and will be used for essential govemment purposes for the entire term of the Agreement; (d) that all payments due end payable for the current kcal year are within the current budget and are within an available, unexhausted, and unencumbered appropriation; (e) you intend 10 pay at amounts payable under the lens of the Agreement when due, I funds are legally available to do so; (i) your obligations to remit amounts under the Agreement constitute a current expense and not a debt under appicable stale law (g) no provision of the Agreement constitutes a pledge of your fax or general revenues; and (h) you win comply with any appicabte information reporting requirements of the fax code, which may nude 8038-G or 8038-GC Information Returns. If funds are not appropriated b pay amounts due under the Agreement for any future fiscal period, you shati have the right to return the Equipment end terminate the Agreement on the last day of the fiscal period for which funds were available, without penalty or additional expense to you (other than the expense of returning the Equipment to the location designated by us), provided that at least thirty (30) days prior to the start of the fiscal period for which funds were not appropriated, your Chief Executive Officer (or Legal Counsel) delivers to us a certificate (or opinion) certifying That (a) you are a stale or a fury constituted political subdivision or agency of the state in which you are located; (b) funds have not been appropriated for the applicable fiscal period b pay amounts due under the Agreement (c) such non -appropriation did not result from any act or faiure to act by you; and (d) you have exhausted all funds legally available for the payment of amounts due under the Agreement. You agree that this paragraph shall only apply if, and to the extent that, state law preludes you from entering into the Agreement 11 the Agreement constitutes a multiyear uncondrtonal payment obigation. Agreement No.: 1562513 Initals:� 330 Amendment This Amendment amends that certain agreement by and between GreatAmerica Financial Services Corporation ("Lessor") and City of Tukwila ("Customer") which agreement is identified In the Lessor's internal books and records as Agreement No. 1562513 (the "Agreement"). All capitalized terms used in this Amendment, which are not otherwise defined herein, shall have the meanings given to such terms In the Agreement. Lessor and Customer have mutually agreed that the following modifications be made to the Agreement. 1 The sentence in the section entitled "AGREEMENT" which reads, "This Agreement will begin on the date the Equipment is delivered to you or any later date we designate," is hereby deleted and replaced with the following: "This Agreement will begin on the date we verify with you by telephone or in writing of your acceptance of the Equipment." Except as specifically modified by this Amendment, all other terms and conditions of the Agreement remain In full force and effect, If, and to the extent there is a conflict between the terms of thls Amendment and the terms of the Agreement, the terms of this Amendment shall control. A copy of this document containing your original or facsimile signature or other indication of your intent to agree to the terms set forth herein shall be enforceable for all purposes. This Amendment is not binding until accepted by Lessor. GreatAmerica Financial Services Corporation City of Tukwil Lessor Signature Print Name & Title Date Accepted: TukwlleOlyor,1502513.03ss Date: nt N y/21/2-t Tlti PAGE 1 OF 1 QUOTE RIGHT! SYSTEMS INC Customer City of Tukwila Bao Trinh (206) 454-7572 6300 Southcenter Blvd #202 Tukwila, WA 98188 United States Terms: Net 30 Days Special Instructions: 11 1 Right! Systems, Inc. 11911 NE Ist Street Suite 212 Bellevue, WA 98005 Phone: (206) 271-8866 Bill To City of Tukwila Bao Trinh (206) 454-7572 6300 Southcenter Blvd #202 Tukwila, WA 98188 United States Ship Via: Ground Description: Ruckus ICX7650 Fiber Switch Date Quote # SalesRep Carrie Sovde Prepared By Jared Luther Customer Contact Bao Trinh (206) 454-7572 Bao.Trinh@TukwilaWA.g 04/01/20 RSIQ49426 (206) 271-8866 800-571-1717 ov Ship To City of Tukwila Bao Trinh (206) 454-7572 6300 Southcenter Blvd #202 Tukwila, WA 98188 United States Description Part # Ruckus ICX7650 48-port; 24-port 1/10GbE SFP+, 24-port 1 GbE SFP, 4xQSFP ICX7650-48F-E2 (either 2x100G or 4x40G active), modular slot fiber switch bundle includes two 250W AC power supplies and two fans, front to back airflow, port modules sold separately 2 Ruckus ICX 7650 advanced L3 License adds support for OSPF, BGP VRRP, PIM, PBR, VRF 3 Ruckus Essential Direct Support Remote Support -Technical Support - 3 Year 4 Ruckus 100GbE QSFP28 to QSFP28 Direct Attached, Passive Copper Cable, 1m ICX7650-PREM-LIC Q y =11111=11131 1 $6,390.97 $6,390.97 1 $451.13 ICX7650-SVL-RMT-3 1 $1,208.96 E100G-QSFP-QSFP-P-0101 1 $167.30 Sub Total Sales Tax Grand Total Purchase Options: [] $1 Lease - 36 Payments of $274.25 ops Title Date $451.13 $1,208.96 $167.30 $8,218.36 $821.84 $9,040.20 By signing and dating the above referenced quote, customer authorizes purchase and agrees to Right! Systems terms and conditions. Right! Systems, Inc. Terms and Conditions Right! Systems Inc. Standard Terms and Conditions apply. Terms are N30 OAC. Applicable sales tax and freight are excluded and will be calculated at the time of shipping unless specifically requested. Pricing is valid until the end of each month and pricing may be subject to change. All returns are subject to authorization and will be subject to a 15% restocking fee. A copy of our standard Terms and Conditions may be requested by contacting 1-800-571-1717. Lease Terms and Conditions The leasing information provided is a proposal and is subject to credit approval. The proposal provides an approximate monthly/or yearly payment option for the items listed above, based upon the contract type and lease term. Additional leasing options are available upon request. Taxes, fees and insurance are not included. Any change to the above quoted items will require an updated leasing proposal. 04/01/20 Jared Luther Opportunity #: 88801 © 2015-2020 Right! Systems Inc. v04 111517 Page 1 of 1