AGENCY AGREEMENT (90 DAYS) TO NOGOTIATE CONTRACTS
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AGENCY AGREEMENT
THIS AGREEMENT made this 18th day of January 1996 for ninety (90) days by and
between Digital Equipment Corporation with offices at 5555 Windward parkway
West, Alpharetta, Georgia 30201 (hereinafter "Digital") and the undersigned with
offices noted below (hereinafter "Customer").
Customer hereby names and appoints Digital as its agent and attorney-in-fact to
negotiate contracts for the purchase or license of personal computers, related
peripherals and devices and software, including applications software,
(hereinafter "Personal Computer Products") with the following Supplier
(hereinafter "the Supplier") :
Tel.No:
Microage Computer Systems,
2400 South Microage Way
Tempe, Arizona 85282
(800) 528-1415
Inc.
Name:
Address:
Customer should notify the above named Supplier five (5) days prior to the
effective date of any decision by Customer to terminate this agreement.
Included in the grant herein is power to perform all the following functions and
acts all on Customers behalf: to negotiate contracts to acquire Personal
Computer Products from the Supplier, including appropriate software licensing
agreements and/or maintenance agreements, to execute such agreements, to issue
purchase orders hereunder, to receive invoices from Supplier, to pay such
invoices; to process claims for damage to products during transit; to file
warranty claims under any product warranties offered by an manufacturer, to
receive shipment of products and execute shipping documents; to accept the
products;to use the products received hereunder for testing and/or for
integration with other products to form a system; and to do and perform any
other act necessary and proper to be done in the exercise of any foregoing
powers as fully as Customer might or could do if Customer conducted such
negotiations, made such purchases and performed such tasks. No other power is
invested in Digital hereunder.
The parties to this Agreement anticipate that Digital's purchases of Personal
Computer Products on Customer's behalf under this Agreement will be
approximately $73,940.50. Under no circumstances will such purchases from
Supplier exceed the aforementioned amount without the prior written approval of
Customer.
Customer acknowledges that certain contractual provisions are common in
contracts relating to computer products, including clauses which limit remedies
which will be available to the Customer as a consequence of defective products,
warranty provisions which limit users of the equipment to correction of defects
for specific periods of time, and software licensing provisions which limit use
or disclosure of software. Other contractual provisions may be required for
inclusion in the contract with Supplier depending upon the manufacturer of the
equipment. Digital will require Customer to review contract negotiated with the
above referenced Supplier but does not represent or warrant any special terms
and conditions desired by Customer may be negotiated into the Contract.
Digital's services hereunder are not intended to provide legal advice to the
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Customer, Customer is urged to seek legal advice as part of the agreement.
However, Digital does have considerable experience in the computer industry and
can provide practical business advice regarding specific provisions of the
agreement between Supplier and Customer.
Customer acknowledges that Digital may receive compensation from Supplier
resulting from Digital's referral of Customer to Supplier. Customer acknowledges
that such compensation affects the price under which Digital may offer its
services to Customer, and as such constitutes a benefit to Customer in the form
of reduced pricing to Customer for Digital's services. Customer also
acknowledges that if Digital receives any such payment, Digital may also be
deemed to be agent for Supplier. Digital does not warrant to Customer that it
will be able to obtain such compensation from Supplier.
Customer may terminate this Agreement effective upon Digital's receipt of
written notice and payment to Digital for all services rendered by Digital and
payment to Supplier for all Personal Computer Products shipped prior to
termination. Notice of such termination shall be given to the supplier(s) at the
address(s) above.
Digital shall provide a copy of this Agreement to Supplier
Any notices required under this Agreement must be in writing and provided to the
other party to this agreement as follows: one copy must be provided via U.S.Mail
to the address below, and the other copy must be provided by facsimile.
Addresses for Notices:
As to Customer:
AS to Digital:
City of Clearwater
112 South Osceola
Clearwater, Florida 34618
Attention: City Attorney
Digital Equipment Corporation
5555 Windward parkway West
Alpharetta, Georgia 30201
Attention: MCS Counsel
FAX No. (813)462-6426
FAX No. (770) 343-0022
Digital warrants that the services performed hereunder shall be performed in a
good workmanlike manner.
THE ABOVE WARRANTY IS THE EXCLUSIVE WARRANTY,AND NO OTHER WARRANTY, EXPRESS OR
IMPLIED, SHALL APPLY. DIGITAL EXPRESSLY DISCLAIMS THE IMPLIED WARRANTY OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
If Digital fails to perform the services as warranted hereunder, or if the
Customer has any other claim relating to Digital's performance hereunder,
Customer shall be entitled to recover damages as set forth below.
DIGITAL'S LIABILITY TO CUSTOMER FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE
GREATER OF ONE MILLION ($l,OOO,OOO)DOLLARS OR THE APPLICABLE PRICE PAID TO
DIGITAL FOR THE SERVICES THAT ARE THE SUBJECT OF CUSTOMER'S CLAIM. THIS
LIMITATION WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR
TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE. THE FORGOING LIMITATION DOES NOT
APPLY TO DAMAGES RESULTING FROM PERSONAL INJURY CAUSED BY DIGITAL'S NEGLIGENCE.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their authorized representatives
::~I~:tG;~ION
:// Anton Farkas
Network Services
Territory Manager
Countersigned:
CITY OF
CLEARWATER, FLORIDA
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~beth M. Deptula
City Manager
By:
Approved as to form and
legal sufficiency:
Attest:
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ia E. Goudeau
lerk
Attorney