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HomeMy WebLinkAboutCC RES 95-034 RESOLUTION APPROVING A HARDWARE MAINTENANCE AGREEMENT FOR OPTICAL SCAN EQUIPMENT WITH BUSINESS RECORDS CORPORATION Meeting Sheet IIIIIIVIIIVIIIVIIIVIIIVIIIIIIIIIII 103365 Box: 26 Folder: RES 1995 Document: CC RES 95-034 RESOLUTION APPROVING A HARDWARE MAINTENANCE AGREEMENT FOR OPTICAL SCAN EQUIPMENT WITH BUSINESS RECORDS CORPORATION r CITY OF ST. ANTHONY RESOLUTION 95-034 A RESOLUTION APPROVING A HARDWARE MAINTENANCE AGREEMENT FOR OPTICAL SCAN EQUIPMENT WITH BUSINESS RECORDS CORPORATION BE IT RESOLVED, that the City Council of the City of St. Anthony hereby approves the two year Hardware Maintenance Agreement for Optical Scan Equipment between the City of St. Anthony and Business Records Corporation for the four City-owned Optiscan HIP vote tabulators. BE IT FURTHER RESOLVED, that the City Council of the City of St. Anthony hereby authorizes the City Clerk to sign said Agreement on behalf of the City of St. Anthony. q Adopted this h day of 1995. Mayor ATTEST: N-iu�:� `l J2d��t2 tic City Clerk Reviewed for administration: IN City ager • BUSINESS RECORDS CORPORATION P.O.Box 1082,SL Cloud,MN 56302 (612)253-2170 HARDWARE MAINTENANCE AGREEMENT for Optical Scan Equipment THIS HARDWARE MAINTENANCE AGREEMENT(the"Agreement")is made and entered into this 15th day of m1au ,1995, by and between Business Records Corporation,a Delaware corporation,having a principal place of business at 1111 W.Mockingbird Lane,Suite 1400,Dallas,Texas 75247("BRC")and St Aitthon_u Village, Minnesota ,a government entity having a principal place of business at 3301 Silver Lake RD, St Anthony. MN 55418 ("Customer"). In consideration of the mutual cov- enants herein contained,the parties hereby agree as follows: 1.Term and Termination.This Agreement shall become effective with regard to the computer equipment,hardware,peripheral equipment and other products described in Exhibit A attached hereto(the"Products")on June I, 1995 ,(the"Commence- ment Date"),and shall continue bi-annually from the Commencement Date,or this Agreement may be terminated by the parties as follows: (i)immediately upon delivery of written notice by BRC of its intent to terminate,if Customer shall assign,delegate or otherwise transfer this Agreement or any of its rights or obligations under this Agreement,(ii)by either party,If that parry delivers written notice to the other party that the other party is in breach of this Agreement and such breach continues unremedied for forty-five(45)days after the delivery of the notice;or(iii)by either party,if a party delivers written notice to the ocher party that an assignment has been mace of the business of the other parry for the benefit of creditors,or a receiver,trustee in bankruptcy or similar officer shall be appointed to take charge of the property of the other party,orthe other party is adjudged a bankrupt,provided such assignment,appointment orjudgement is not remedied or reversed with twenty(20)days of delivery of the notice. 2.Inspection, BRC shall have the rightto inspect any products before BRC's obligations under this Agreement with respect to any Products shall begin,if such Products are not covered by an agreement that is in force. BRC may perform such adjustments and repairs as it deems reasonable and necessary to place any Products in good working condition.If BRC determines,in its sole discretion,that any Product cannot be placed in good working condition,then BRC may exclude such Products from this Agreement. Customer shall pay BRC for performing such inspection services and for all labor,materials and adjustments required to place the Product in good working condition,at BRC's then applicable rates for such services and materials. BRC's inspection fee is$1,000.00,plus parts and travel related expenses. 3. Price and Payment. In consideration for this Agreement,Customer shall pay BRC the amounts described below. A. An amount equal to the aggregate of the initial maintenance fees on the Products as set forth in Exhibit A. • B. Any fees or expenses invoiced to Customer by BRC pursuant to Section 2. C. If Customer selects Option A as described in Exhibit C as an additional service to be performed by BRC under this Agreement, then Customer shall pay an additional sum equal to the aggregate of the option fees described in Exhibit C. D.Any Import duties or federal,state,municipal or other government excises,sales,use,occupational or similar taxes,insurance and other fees that BRC must pay as a result of its performance of the Agreement. E. The payments described in paragraphs 3(A)through 3(D)shall be invoiced to Customer and shall be due within thirty(30) days of the date such invoice is delivered.If BRC shall not receive a payment from Customer by the date such payment is due,then Customer shall pay BRC interest on such overdue payment at the highest level of interest allowed by law. In addition,Customer agrees to Indemnity and hold BRC harmless for all costs involved in collecting overdue payments from Customer. Maintenance fees are non-refundable. 4. Responsibilities of BRC. A. The Optech ll,III-P,and III-PE are depot repaired units. If Customer hasten(10)or more Products,preventive maintenance can be contracted to be performed at Customer site.Subject to the provisions of paragraphs 6 and 8,BRC shall maintain all Products covered by this Agreement in good working condition. If Customer shall elect to ship the Products to BRC then Customer shall pay all costs of such shipment to and from the BRC maintenance facility designated by BRC,including any expense for insurance and shall bear all risk of loss of or damage to the Products during such shipment. If Customer chooses to have BRC maintain the Products at Customer's facilities,the Customer shall notify BRC of its request during BRC's normal working hours by telephone or written communication and Customer shall pay the associated travel expenses described in Exhibit D if applicable hereto. See Section 5 for customer responsibilities. Notwithstanding the foregoing,an employee or agent of BRC shall provide one preventive maintenance inspection of the Products during each 12-month period while this Agreement is in effect,or two preventive maintenance inspections of the Products during a 24-month period while this Agreement is in effect.If the Product is depot repair,the preventive maintenance is done at a designated BRC facility with Customer paying freight both to and from BRC. B. Subject to the provisions of paragraphs 6 and 8,BRC shall supply all labor and/or parts necessary to maintain Products in good working conditions per the program selected by the customer in Exhibit B. All parts supplied by BRC shall be either new standard parts or certified rebuilt parts,and shall be substituted and exchanged for the old parts which shall become the property of BRC. C. If Customer so requests,BRC shall record in reasonable detail,information relating to repair of Products. Such record shall be adequate to show the repair history of Products,including any history of malfunctions. • D. BRC will provide loaner units for equipment failing to operate through fault of BRC. These will be provided within 24 hours of notification to BRC. HARDWARE MAINTENANCE AGREEMENT/or Optical Scan Equipment-Revised in St Clod 2%15/95 Page 1 of 3 V E. BRC warrants that Products shipped to a Depot facility will be operational upon arrival at Customer location. Customer shall verify operation of equipment and notify BRC,if applicable,if nonworking at time of arrival.BRC shall absorb any additional shipping charges, if applicable,for the return of such non-working,warranted Products. S. Responsibilities of Customer. A. Customer shall provide BRC full access to the Products to perform any maintenance services required during the term of this Agreement. B. Customer agrees to contact BRC within a minimum of 40 days prior to the date the unit shall be required to schedule maintenance. These services will be scheduled on a first come first served basis. C. If maintenance is performed at Customer's facilities,Customer shall provide BRC with adequate working space including,but notlimited to,heat,light,ventilation,electric currentand outlets,and adequate storage space,if required by BRC,for spare parts for Products. Such working space and storage space shall be within a reasonable distance from the Products,and shall be provided to BRC by Customer at no charge. D. If BRC so requests,Customer shall record,in reasonable detail,operating information relating to Products,such records shall be adequate to show the operating history of Products,including any history of malfunctions. 6. Excluded Services,This Agreement does not require BRC to repair or replace(i)ribbons,lithium batteries or other supplies which need repair or replacement as a result of normal wear and tear,(ii)Products which have been repaired,altered or transported by persons other than those expressly approved in writing by BRC,(iii)Products from which the serial numbers have been removed,defaced or changed, (iv)Products damaged as a result of accident,disaster,theft,vandalism,neglect,abuse,use of any Product for a purpose other than the purpose for which it is designed or use not in accordance with instructions furnished by BRC,(v)Products which have been subjected to physical,mechanical or electrical design alteration or any conversion by persons other than those expressly approved in writing by BRC, or(vi)Equipment that in BRC's responsible opinion can not be repaired to a maintainable condition. 7. Disclaimer. BRC DISCLAIMS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED WITH REGARD TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8.Customer's Remedies. If BRC shall breach this Agreement in any manner,Customer's exclusive remedy shall be the further adjustment, repair or maintenance of the Products until the Products are in good working condition. Customer acknowledges that it has sole control over the Products. Accordingly,BRC shall not be liable to Customer for damages in any way related to or connected with results obtained from or otherwise contributed to by the Products. BRC's liability for any losses or damages of any nature except for personal injury,whether direct,indirect or incidental,arising from its performance of this Agreement,shall be limited to the aggregate amount of the fees paid by Customer to BRC pursuant to this Agreement.BRC SHALL NOT BE LIABLE FOR ANY INCIDENTAL,SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED REVENUES OR PROFITS,OR FOR ANY CLAIM OR DEMAND AGAINST CUSTOMER BY ANY THIRD PARTY,IN CONNECTION WITH OR ARISING OUT OF BRC'S PERFORMANCE UNDER THIS AGREEMENT. 9. Miscellaneous, A. General Confidentiality. Not applicable. B. Force Majeure. BRC or Customer shall be excused from performance hereunder for any period BRC or Customer is prevented from performing their respective obligations hereunder in whole or in part as a result of an act of God,war,civil disturbance,court order, labor dispute or other cause beyond its reasonable control.In addition,such nonperformance shall not be aground for termination or default. C.Waiver.Any waiver by either party of any provision of this Agreement must be in writing,and shall not imply subsequent waiver of that or any other provision. D. Notices. Except as otherwise noted in this Agreement,any notice,demand or request or other communication required to be given by either parry to the other parry pursuantto this Agreement shall be in writing and shall be mailed by first class,registered or certified mail,return receipt requested,or transmitted by hand delivery,telegram of telex,to the appropriate addresses first set forth above,or to such other address as either party may hereinafter substitute by written notice given in the manner prescribed in this paragraph. Notice shall be deemed given three(3)days after mailed,or at such time as it is actually delivered to the addressee or such attempted delivery is refused by the addressee. E. Complete Agreement. This Agreement,including the attached exhibits,embodies the entire contractual agreement of the parties with respect to the subject matter hereof. This Agreement cannot be modified except by written agreement signed by all parties hereto. F. Assignment. Customer may not,without BRC's prior written consent,assign or otherwise transfer this Agreement,or any Customer's rights orobligations underthis Agreement,to athird party.BRC shall have the rightto subcontractthe performance of all services specified in this Agreement to a third party with written consent from the Customer. • G. GovemingLaw.This Agreement shall be construed and enforced with the laws of the State of Minnesota HARDWARE MAINTENANCE AGREEMENT for Optical Scan Equipment-Revised in St Cloud 2115/95 Page 2 of 3 � Each of the undersigned states that he or she has carefully read the foregoing Agreement and knows the contents thereof and has signed the same as his or her own free act and deed. BUSINES ORc O �_ St Anthony Village, Minnesota BY: X BY: 1 1G ,u-4-1_ ''(�? �Ls�- TITLE:— O1�{!d(d��0 X TITLE:--,',-T LN—- ki DATE: all14A!,— X DATE: /c - / I -�'/ TERM OF CONTRACT: 061QI195 05131/97 EXHIBIT A-PROGRAM OPTION Type Number of Units Serial Location Initial Maintenance Fee' Number(s) per unit in total 4 89113, 89114, St Anthony, MN $ 520 $ 2,080 891I5, 89743 •see Exhibit 8 for Product options EXHIBIT B-PRODUCT OPTIONS Selected from the following service options for equipment coverage. Select One Select One Labor Only On-Site Labor and Materials lix Depot Ax Parts Only (BRC pays freight of any part shipped to the Customer,Customer pays freight of any defective part to BRC.) EXHIBIT C-OPTIONS Option A: ELECTION STANDBY SERVICE-BRC applicable rates at time of service,plus travel related expenses. Definition:On-Call Service to cover election tabulation.Specifications,including approximate dates for the above service,must be provided in writing to BRC at the time of contract Initiation. This amount would be billed at the time of usage. EXHIBIT D-TRAVEL CHARGES The following additional charges shall apply if Products are serviced at Customer's facility as part of the Maintenance Agreement. Actual travel-related expenses: Airfare,hotel,car rental,food and lodging,if service is performed on-site for a depot-repaired item. ALL PRODUCTS COVERED BY THIS AGREEMENT ARE DEPOT-REPAIRED ITEMS OR ON-SITE REPAIRED ITEMS.AS STIPULATED IN EXHIBIT B. *Payment by the City will be as follows: $1 . 040 in 1995 and !91 , 04n in lggA _ - u HARDWARE MAINTENANCE AGREEMENT for Optical Scan Equipment-Revised in St Cloud 2/15/95 Page 3 of 3 This has been approved by Kevin Lefeber of Business Records Corporation.