HomeMy WebLinkAboutMINUTES - 08081995 - C86 To:- BOARD OF SUPERVISORS Contra
FROM: Phil Batchelor, County Administrator
s Costa
Count
DATE: �r,j.__ '�Py v
June 2, 1995 COW
SUBJECT:
Agreement for LAN/WAN Technical Support
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Chair of the Board of Supervisors to execute an
agreement with Vanstar Corporation to provide LAN/WAN Technical
Support for the period July 1, 1995 to June 30, 1996.
II. FINANCIAL IMPACT:
This action if approved will not result in any increased cost to Data
Processing Services.
III. REASON FOR RECOMMENDATION AND BACKGROUND:
Many county departments started using Local Area Networks (LAN) and
Wide Area Networks (WANs) as a way to enable their staffs to have access to
more and better automated data at their disposal. This is relatively new
technology and like many organizations we do not have fully trained staff to
service all the demands of our users. We have initiated this contract with
Vanstar so their LAN/WAN technical staff can assist our staff. We are
developing an in-house staff, but until we have adequately trained Network
staff we will need to use outside assistance to meet the demand.
IV. CONSEQUENCES OF NEGATIVE ACTION:
If the request is not approved, Data Processing Services will not be able to
provide timely technical support to our users.
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE (S):
ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A TRUE
UNANIMOUS(ABSENT ) AND CORRECT COPY OF AN ACTION TAKEN
AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD
ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN.pp Q
CC: Data Processing Services - All Copies ATTESTED �Q +•� 11 1 � I S/
PHIL BATCHELO CLERK OF THE)BOARD OF
SUPERVISORS AND COUNTY ADMINISTRATOR
BY
M382 (10;88)
DEPUTY
C $
Contra Costa County Number. 45348
Standard Form 1/87 STANDARD CONTRACT Fund: 1060
(Purchase of Services) Account: 2310
1. Contract Identification:
Department: CAO/Data Processing Services
Subject Consulting
2. Parties. The County of Contra Costa, California (County, for its Department named above, and the following named Contractor mutually
agree and promise as follows.
Contractor: Vanstar Corporation
Capacity: Taxpayer ID:94-2376432
Address: 1000 Broadway
Oakland, Ca. 94607
3. Term: The effective date of this Contract is July 1, 1995 and it terminates June 30, 1996 unless sooner terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed$80,000.00.
5. County's Obligations. County shall make to the Contractor those payments described in the Payment Provisions attached hereto which are
incorporated herein by reference,subject to all the terms and conditions contained or incorporated herein.
6. Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service plan (attachment B,
Vanstar agreement) attached hereto which is incorporated herein by reference, subject to all the terms and conditions contained or
incorporated herein.
7. General and Special Conditions. This Contract is subject to the General Conditions and Special Conditions(if any)attached hereto, which
are incorporated herein by reference.
8. Project. This Contract implements in whole or in part the following described Project, the application and approval documents of which are
incorporated herein by reference: LANNVAN Support services per the attached Vanstar agreement.
9. Legal Authority. This Contract is entered into under and subject to the following legal authorities: California Government Code Section
26227 and 3100.
10. Signatures. These signatures attest the parties'agreement hereto:
COUNTY OF CONTRA COSTA,CALIFORNIA
BOARD OF SUPERVISORS Attest: Phil Batchelor, Clerk of the Board
of Supervisors and County Administrator
BY:" BY��
Chairman/Designee eputy
CONTRACTOR
0aBy: - By:
GNaLO-5
Manaoer, Systems Engineering
(Designate official business capacity A.) (Designate official business capacity B.)
Note to Contractor: For corporations(profit or nonprofit), the Contract must be signed by two officers. Signatures A must be that of the president
or vice-president and Signature B must be that of the secretary or assistant secretary(Civil Code Sec. 1190.1 and Corporations Code Sec. 313).
All signatures must be acknowledged as set forth on page two,
Contra Costa County Standard Form 1/87
Number
APPROVALS/ACKNOWLEDGEMENT
APPROVALS
RECOMMENDED BY DEPARTMENT F RM APPROVED
By: _ t (' By:
APPROVED: COUNTY ADMINISTRATOR
By:
Designee
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
ACKNOWLEDGEMENT
State of California ACKNOWLEDGEMENT(B Corporation
Partnership,or Individual)
County of
The person(e)signing above for Contractor,personally known to me in the individual or business capacity(ies)stated, or ro_p ved to me on
the basis of satisfactory evidence to be the stated individual or the representative(s)of the partnership or coration named above in the
capacity(ies)stated,personally appeared before me today and acknowledged that he/"#4@y-executed it, and acknowledged to me that
the partnership named above executed it or acknowledged to me that the co ration named above executed it pursuant to its by-laws or
a resolution of its board of directors.
Dated: Q A 6 _
( otarial geal)
PATRICIA DAWKINS li Notary Public/Deputy County Clerk
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PATRICIA DAWKINS
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ALAMEDA COUNTY
My Comm.Expires MAR 31, 1997
Contra Costa County Standard Form 1/87
Number
PAYMENT PROVISIONS
(Fee Basis Contracts)
1. Payment Amounts. Subiect to the Payment Limit of this Contract and subject to the following Payment Provisions, County will pay
Contractor the following fee as full compensation for all services,work,expenses or costs provided or incurred by Contractor.
(Check one alternative only.)
O a. $ monthly,or
O b. $ as defined in the Service Plan,or
O c. $ after completion of all obligations and conditions herein.
d. As described below:
Regular Rate#2 -$ 85.00 per service unit
Overtime Rate#2-$127.50 per service unit
2. Payment Demands. Contractor shall submit written demands. Said demands shall be made on County Demand Form D-15 and in the
manner and form prescribed by County. Contractor shall submit said demands for payment no later than 30 days from the end of the month in
which the Contract services upon which such demand is based were actually rendered. Upon approval of said payment demands by the head
of the County Department for which this Contract is made,or his designee, County will make payments as specified in paragraph 1. (Payment
Amounts)above.
3, Right to Withhold. County has the right to withhold payment to the Contractor when, in the opinion of the County expressed in writing to the
Contractor, (a) the Contractor's performance, in whole or in part, either has not been carried out or is insufficiently documented, (b) the
Contractor has neglected, failed or refused to furnish information or to cooperate with any inspection, review or audit of its program, work or
records,or(c)Contractor has failed to sufficiently itemize or document its demand(s)for payment.
4, Audit Exceptions. Contractor agrees to accept responsibility for receiving, replying to, and/or complying with any audit exceptions by
appropriate County, State or Federal Audit Agencies occurring as a result of its performance of this Contract. Contractor also agrees to pay to
the County within 30 days of demand by County the full amount of the County's obligation, if any, to the State and/or Federal government
resulting from any audit exceptions, to the extent such are attributable to the Contractor's failure to perform properly any of its obligations
under this Contract.
Initials:
Contractor County Dept.
Contra Costa County Standard Form 1/87
Number
GENERAL CONDITIONS
(Purchase of Services)
1. Compliance with Law. Contractor shall be subject to and comply with all Federal, State and local laws and regulations applicable with
respect to its performance under this Contract, including but not limited to, licensing, employment and purchasing practices; and wages,
hours and conditions of employment, including nondiscrimination.
2. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection,
review and audit by authorized representatives of the County,the State of California,and the United States Govemment..
3. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the County, the State of
Califomia, and the United States Government, the Contractor's regular business records and such additional records pertaining to this
Contract as may be required by the County.
a. Retention of Records. The Contractor shall retain all documents pertaining to this Contract for five years from the date of
submission of Contractor's final payment demand or final Cost Report; for any further period that is required by law; and until all
Federal/State audits are complete and exceptions resolved for this Contract's funding period. Upon request, Contractor shall make
these records available to authorized representatives of the County,the State of California,and the United States Government
b. Access to Books and Records of Contractor, Subcontractor. Pursuant to Section 1861 (v)(1) of the Social Security Act„ and
any regulations promulgated thereunder, Contractor shall, upon written request and until the expiration of four years after the
furnishing of services pursuant to this Contract, make available to the Secretary of Health and Human Services or to the
Comptroller General,or any of their duly authorized representative, this Contract and books,documents, and records of Contractor
that are necessary to certify the nature and extent of all costs and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a subcontract with a value or cost of$10,000 or more over a
twelve-month period, such subcontract shall contain a clause to the effect that upon written request and until the expiration of four years
after the furnishing of services pursuant to such subcontract, the subcontractor shall make available, to the County, to the Secretary or to
the Comptroller General, or any of their dully authorized representatives, the subcontract and books, documents, and records of the
subcontractor that are necessary to verify the nature and extent of all costs and charges thereunder.
This special condition is in addition to any and all other terms regarding the maintenance or retention of records under this Contract and
is binding on the heirs,successors,assigns and representative of Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor shall include in all documents or written reports
completed and submitted to County in accordance with this Contract, a separate section listing the numbers and dollar amounts of all
contracts and subcontracts relating to the preparation of each such document or written report. This section shall apply only if the
payment limit under this Contract exceeds$5,000.
5. Termination.
a. Written Notice. This Contract may be terminated by either party, at their sole discretion, upon ten-day advance written notice
thereof to the other,and may be cancelled immediately by written mutual consent.
b. Failure to Perform The County, upon written notice to Contractor, may immediately terminate this Contract should the Contractor
fail to perform properly any of its obligations hereunder. In the event of such termination, the County may proceed with the work in
any reasonable manner it chooses. The cost to the County of completing Contractor's performance shall be deducted from any
sum due the Contractor under this Contract,without prejudice to the County's rights otherwise to recover its damages.
C. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event that Federal, State, or other non County funding for
this Contract ceases,this Contract is terminated without notice.
6. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties. Except as expressly provided herein,
no other understanding, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the
parties hereto.
Contra Costa County Standard Form 1/87
Number
GENERAL CONDITIONS
(Purchase of Services)
7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures and budgets required by this
Contract, including but not limited to, monitoring,evaluating,auditing,billing,or regulatory changes, may be developed and set forth in a
written Informal Agreement between the Contractor and the County. Such Informal Agreements shall be designated as such and shall
not be amendments to this Contract except to the extent that they further detail or clarify that which is already required hereunder. Such
Informal Agreements may not enlarge in any manner the scope of this Contract, including any sums of money to be paid the Contractor
as provided herein. Informal Agreements may be approved and signed by the head of the County Department for which this Contract is
made or his designee.
8. Modifications and Amendments.
a. General Amendments. This Contract may be modified or amended by a written document executed by the Contractor and the
Contra Costa County Board of Supervisors or, after Board approval, by its designee, subject to any required State of Federal
approval.
b. Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and the Service Plan may be amended by a
written administrative amendment executed by the Contractor and the County Administrator or his designee, subject to any required
State or Federal approval,provided that such administrative amendments may not materially change the Payment Provisions or the
Service Plan.
9. Disputes. Disagreements between the County and Contractor concerning the meaning, requirements, or performance of this Contract
shall be subject to final determination in writing by the head of the County Department for which this Contract is made or his designee or
in accordance with the applicable procedures(if any)required by the State or Federal Government.
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in Contra Costa County and shall be governed and construed in accordance with the laws of the State of
California.
b. Any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, State of California.
11. Conformance with Federal and State Reaulations and Laws. Should Federal or State regulations or laws touching upon the subject
of this Contract be adopted or revised during the term hereof, this Contract shall be deemed amended to assure conformance with such
Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes)of these General Condition, inspections or approvals, or statements by any
officer, agent or employee of the County indicating the Contractor's performance or any part thereof complies with the requirements of
this Contract, or acceptance of the whole or any part of said performance, or payments therefor, or any combination of these acts, shall
not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the County be thereby estopped from bringing any
action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor
shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract or monies due or to
become due, without the prior written consent of the County Administrator or his designee, subject to any required State or Federal
approval.
14. Independent Contractor Status. This Contract is by and between two independent contractors and is not intended to and shall not be
construed to create the relationship between the parties of agent,servant,employee,partnership,joint venture or association.
15. Conflicts of interest. Contractor, its officers, partners, associates, agents, and employees, shall not make,participate in making, or in
any way attempt to use the position afforded them by this Contract to influence any governmental decision in which he or she knows or
has reason to know that he or she has a financial interest under California Government Code Sections 87100,et seq.,or otherwise.
Contra Costa County Standard Form 1/87
Number
GENERAL CONDITIONS
(Purchase of Services)
16. Confidentiality. Contractor agrees to comply and to require its officers, partners, associates, agents and employees to comply with all
applicable State or Federal statutes or regulations respecting confidentiality, including but not limited to, the identity of persons served
under this Contract, their records,or services provided them,and assures that:
a. All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with
the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for
any purpose not directly connected with the administration of such service.
b. No person will publish or disclose or permit or cause to be published or disclosed, nay list of persons receiving services, except as
may be required in the administration of such service. Contractor agrees to inform all employees, agents and partners of the above
provisions, and that any person knowingly and intentionally disclosing such information other than as authorized by low may be
guilty of a misdemeanor.
17. Nondiscriminatory Services. Contractor agrees that all goods and services under this Contract shall be available to all qualified
persons regardless of age, sex, race, religion, color, national origin, or ethnic background, or handicap, and that none shall be used, in
whole or in part,for religious worship or instruction.
18. Indemnification. The Contractor shall defend, indemnity, save, and hold harmless the County and its officers and employees from any
and all claims, costs and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all
consequential damages,from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the
Contractor or its agents, servants, employees or subcontractors hereunder, save and except claims or litigation arising through the sole
negligence or sole willful misconduct of the County or its officers or employees. Contractor will reimburse the County for any
expenditures, including reasonable attorneys' fees, the County may make by reason of the matters that are the subject of this
indemnification, and if requested by the County will defend any claims or litigation to which this indemnification provision applies at the
sole cost and expense of the Contractor.
19. Insurance. During the entire term of this Contract and any extension or modification thereof, the Contractor shall keep in effect
insurance policies meeting the following insurance requirements unless otherwise expressed in the Special Conditions:
a. Liability Insurance. The Contractor shall provide comprehensive liability insurance, including coverage for owned and non-owned
automobiles, with a minimum combined single limit coverage of$500,000 for all damages, including consequential damages, due
to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use
thereof,arising from each occurrence. Such insurance shall be endorsed to include the County and its officers and employees as
additional insureds as to all services performed by Contractor under this agreement. Said policies shall constitute primary
insurance as to the County,the State and Federal Governments, and their officers, agents, and employees, so that other insurance
policies held by them or their self-insurance program(s) shall not be required to contribute to any loss covered under the
Contractor's insurance policy or policies.
b. Workers Compensation. The Contractor shall provide workers'compensation insurance coverage for its employees.
C. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s) of insurance evidencing liability and
worker's compensation insurance as required herein no later than the effective date of this Contract. If the Contractor should renew
the insurance policy(ies)or acquire either a new insurance policy(ies)or amend the coverage afforded through an endorsement to
the policy at any time during the term of this Contract,then Contractor shall provide(a)current certificate(s)of insurance.
d. Additional Insurance Provisions. The insurance policies provided by the Contractor shall include a provision for thirty(30)days
written notice to County before cancellation or material changes of the above specified coverage.
20. Notices. All notices provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage
prepaid. Notices to the County shall be addressed to the head of the County Department for which this Contract is made. Notices to the
Contractor shall be addressed to the Contractor's address designated herein. The effective date of notice shall be the date of deposit in
the mails or of other delivery,except that the effective date of notice to the County shall be the date of receipt by the head of the County
Department for which this Contract is made.
Contra Costa County Standard Form 1/87
Number
GENERAL CONDITIONS
(Purchase of Services)
21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General conditions, the Special Conditions
(if any)and Service Plan do not limit any term of the General Conditions.
22. Nonrenewal. Contractor understands and agrees that there is no representation,implication,or understanding that the services provided
by Contractor under this Contract will be purchased by County under a new Contract following expiration or termination of this Contract,
and waives all rights or claims to notice or hearing respecting any failure to continue purchase of all or any such services from Contractor.
23. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or
improvements, but does not vest ownership of the land or improvements on tax exempt land(Revenue & Taxation Code Section 107),
such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the
payment of property taxes levied on such interest. Contractor agrees that this provision complies with the notice requirements of
Revenue&Taxation Code Section 107.6,and waives all rights to further notice or to damages under that or any comparable statute.
24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services under this Contract may provide some aid or assistance
to members of the County's population, it is not the intention of either the County or Contractor that such individuals occupy the position
of intended third-party beneficiaries of the obligations assumed by either party to this Contract.
25. Copyrights and Rights in Data. Contractor shall not publish or transfer any materials produced or resulting from activities supported by
this agreement without the express written consent of the County Administrator. If any material is subject to copyright, the County
reserves the right to copyright such and the Contractor agrees not to copyright such material. If the material is copyrighted, the County
reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, and use such materials, in whole or in part, and to
authorize others to do so.
JI_IL-VI'r-L j' ~• 1=19: 4 FPOM l!ANSTAR NSI; DEPT TO 31314 9 P.02
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July 6,1995
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To Whom It May Concern;
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Please utilize this Imer as documentation.that Charles Kellner has signature;au on as a
representative uf Vanstar Corpo=Wn. Charles Kellner had signed tivith my authorir oa tt�ntra
Cosa County contracts.
Should you hmm any questions or concerns regarding the Cants Costa County conva you may
contact me at the ntamber listed below_
J
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Area irector, rking Services Group
(510)28'7-3 j i
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AREA SYSTEMS ENGINEERING (800) 876-4008
1000 BROADWAY, SUITE 252 MASTER CONTRACT JUL 2 199 LOCAL(510)287-8132
OAKLAND, CA 94607 FOR DATA PROCESSING SERVICEtAx(510)836-4234
NETWORKING SERVIft. FILE--
CUSTOMER
(LE--CUSTOMER BILLING INFORMATION SELLING GROUP
CONTRA COSTA COUNTY,DP SALES GROUP: BW-020
30 DOUGLAS DRIVE SALESPERSON NAME: STEPHANIE CLARK
MARTINEZ,CA 94553 EMPLOYEE#:
MR. DOUG HINTZ (510) 313-1255 PHONE:(510)287-3643
CONTRACT INFORMATION
CONTRACT NUMBER:330901-002 NEW)k RENEWAL❑
START DATE: JULY 1, 1995 EXPIRATION DATE: JUNE 30, 1996
FOR PAYMENT BY YOU OF THE FEE SPECIFIED BELOW,YOU CAN OBTAIN NETWORKING SERVICES SUBJECT TO THE TERMS&CONDITIONS
SPECIFIED IN THE ATTACHMENTS INDICATED BELOW:
ATTACHMENT B: SPECIFIC PLAN COVERAGE
❑ATTACHMENT C: COVERED EQUIPMENT WORKSHEET
ATTACHMENT D: SYSTEMS ENGINEERING&CONSULTING TERMS
CONTRACT PRICE IS CALCULATED AT S 85.00 PER HOUR AT A MAXIMUM OF 48 HOURS PER WEEK FOR THE CONTRACT PERIOD.
SIGNATURES
PLEASE READ:BY SIGNING THIS AGREEMENT,YOU AGREE THAT YOU HAVE READ,UNDERSTAND,APPROVE AND AGREE TO THE TERMS
AND CONDITIONS OF THIS CONTRACT AND ITS ATTACHMENTS UNLESS OTHERWISE NOTED AND ATTACHED.
AUTHORIZED CUSTOMER SIGNATURE CUSTOMER REPRESENTATIVE NAME DATE
0 OLL a- �m� Cw-Los � - -1 �'
UTHORIZED VANSTAR SIGNATURE AUTHORIZED VANSTAR NAME DATE
AREA SYSTEMS ENGINEERING PAGE 1 OF
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ATTACHMENT B-SPECIFIC PLAN COVERAGE
Vanstar will provide Systems Engineering Services to the Data Processing Department of Contra Costa County. The services will
include assistance in the design, implementation and support of their Lan/Wan environment. Vanstar will assign a Senior.Systems t
Engineer who will report to Mr. Doug Hintz for 3 consecutive days each week until the termination of this @at*" ,e_, Pro3`e
current assigned engineer is Mr. John LaRouche. If for any reason Vanstar must change this assignment it will only be done with
the prior approval and agreement of Contra Costa County. It is understood that Vanstar will provide(on a project oriented basis)
an additional Senior Systems Engineer at the same rate as specified in this contract. The second engineer will provide support for 3
consecutive days per week until the termination of the assigned project.
Work will be performed during the hours and at the rates specified in Attachment D. After hours and week-end work is available
and must be prescheduled with the onsite engineer. It is understood and agreed that the customer will not be charged for travel time.
AREA SYSTEMS ENGINEERING PAGE "^'t OF
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ATTACHMENT D-SYSTEMS ENGINEERING& CONSULTING TERMS
Vanstar will provide to the Customer, Consulting and Engineering Services. Under no circumstances shall Vanstar be responsible
for any other service(s)unless specified in writing signed by Vanstar and Customer. Customer Services shall be provided in
accordance with the following:
A. Services are performed between 8:00 am and 5:00 pm(including one(1)hour for lunch)Monday through Friday excluding
holidays recognized by Vanstar or Consultant.
B. All additional Services provided to Customer occurring before 8:00 am or after 5:00 pm or at any time on Saturday Sunday or
holidays will be invoiced at the end of each week at the rate noted below.
C. Services shall be performed in a professional and timely manner. However,nothing herein shall assure uninterrupted operation
of Customer systems.
D. Customer agrees to provide Vanstar's engineering employee or Consultant a free and safe environment to allow Services to be
performed.
CHARGES
Customer agrees to pay charges for Services including billable travel time in accordance with Vanstar's established rates and
minimums in effect at the time such services are rendered. All charges including rate classifications and minimum hours are subject
to change by Vanstar upon thirty(30)days notice. There shall be added to any charges under this Agreement amounts equal to any
applicable taxes however designated levied or based on such charges or on the Services rendered hereunder including state and local
privilege or excise taxes based on gross revenue and any tax or amounts in lieu thereof paid or payable by Vanstar in respect to the
foregoing exclusive of taxes based on net income. Vanstar Service personnel will obtain the signature of the party requesting the
Service or a designate of such party.
STATUS
Nothing contained herein shall be construed to create an agency joint venture or partnership between the parties. All Vanstar
personnel or Consultants shall be and remain exclusively under the management supervision and control of Vanstar. It is
understood and agreed that Vanstar personnel or Consultants provided to Customer may perform similar services from time to time
for others. This Agreement shall not prevent Vanstar from performing such similar services or restrict Vanstar or Consultants from
using the personnel provided to Customer hereunder.
AGREEMENT NOT TO HIRE
Customer shall not attempt to hire any Vanstar employee or Consultant(s)performing Services outlined in this Agreement or
encourage such Vanstar employee or Consultant(s)to terminate from Vanstar employment or contract for any reason during the term
of this Agreement or for a period of one(1)year after the termination of this Agreement by either party for any reason whatsoever.
RIGHTS TO DATA
All original written material including programs diskettes,tapes,listings and other programming documentation originated and
prepared for the Customer pursuant to this Agreement shall belong exclusively to the Customer. The ideas,concepts,know-how or
techniques developed during the course of this Agreement by Vanstar personnel or Consultants shall remain the property of Vanstar.
This Agreement shall not preclude Vanstar or Consultant rom developing materials which are competitive irrespective of their
similarity to materials which might be delivered to the Customer pursuant to this Agreement
AREA SYSTEMS ENGINEERING PAGE Lr OF .4W
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SYSTEMS ENGINEERING RATES
SCOPE PERIOD REGULAR HOURS AFTER HOURS& WEEKENDS
Systems Engineering Hourly $85.00 $127.50
Consulting&Design
CUSTOMER SIGNATURE DATE
AREA SYSTEMS ENGINEERING PAGE�OF
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