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Home My WebLink AboutC-1943V 3 c, C",sh��t� TECHNOLOGY UNLIMITED, INC. EQUIPMENT MAINTENANCE AGREEMENT Agreement No. 1201 This equipment maintenance agreement ( "Agreement") is entered into by and between TECHNOLOGY UNLIMITED, INC., at 318 Mira Loma Ave. Glendale, CA 91204 (" rUl ") and the City of Arcadia, a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California ,City of Arcadia P.O Box 60021, Arcadia, CA 91066( "COA" ). In consideration of their mutual and respective promises, the parties hereto hereby agree as follows: Article I. SCOPE OF SERVICES Technology Unlimited Incorporated shall perform, or cause to be performed, the Services generally described below and Identified and defined as Technology Unlimited Incorporated responsibilities throughout this Agreement (the "Services "): Technology Unlimited Incorporated will provide on -site maintenance for the following equipment (the "Equipment') with quality parts and install them to suggested manufacturer specifications, at the above listed location. Product ID Product Description Qty 7731 - 2220 -7190 NCR 7731 w /Front Image with Encoder 1 3299 -K399 -0000 PCI SCSI NT Interface Card 1 7731- K220 -V001 PCI SCSI NT Interface Cable 1 G625- 3100 -0000 WiselP 1 G625- 0017 -0000 WiselP Diagnositics 1 7731 -K240 Hand -Drop Hopper Interface 1 7724 -0201 AutoFeed Hopper 1 7724- K201 -V001 Workstation Platform 1 7725 - 0603 -0000 3- Pockets, Single Line Endorser, Bank Stamp 1 7731 -NCES -0000 Custom Endorsement Stamp 1 Controller PC Controller PC Maintenance shall include all parts and labor except as follows: - Any normal consumable supply items such as ribbons, ink rollers, bulbs, feeder kits and lister paper. - Any service due to accident involving damage to equipment, operator negligence, or problems caused by any unauthorized modifications, misuse or relocation of equipment. - Any problems due to outside environment, such as power failure, excessive dirt and dust, or failure by customer to maintain machine according to manufacturer specifications. In addition to the above, Technology Unlimited Incorporated will also perform preventive maintenance on the equipment on a mutually agreed upon schedule to be provided after the initial installation is completed. The preventive maintenance will include two (2) scheduled calls per year. Article It. INDEPENDENT CONTRACTOR It is understood and mutually agreed upon by the parties that Technology Unlimited Incorporated shall perform the services pursuant to this contract as an Independent Contractor and not as an agent or employee of the City of Arcadia. Article III. CONTRACT TERM AND SERVICE HOURS A. The terry of this Agreement shall be fifteen months (15) from the date TUI installs the Equipment onsite at COA. The first ninety (90) days of said term coincides with the ninety (90) day manufacturers warranty offered by NCR. Upon expiration of said term, this Agreement shall be automatically renewed for a period of one (1) year, unless earlier terminated by either party as provided herein. B. Technology Unlimited Incorporated will provide Services for COA between the hours of 8 A.M. and 5 P.M. pacific standard time Monday through Friday, excluding holidays. Technology Unlimited shall respond to a service call placed by the City of Arcadia within a four (4) hour period. C. Technology Unlimited Incorporated will meet quarterly, or as necessary with COA representatives, to discuss the status of service and equipment availability. Article IV. MAINTENANCE FEE AND PAYMENT A. COA shall pay a maintenance fee to Technology Unlimited Incorporated annually in an amount identified in Addendum A, attached hereto and incorporated herein by reference.. Payment made by the City of Arcadia to Technology Unlimited Incorporated shall not constitute acceptance of the work or any portion thereof which is not in accordance with the terms and conditions of this Agreement. B. Technology Unlimited Incorporated will bill COA one -fourth of the annual sum per unit set forth in Addendum A upon installation of Equipment, and quarterly thereafter in prorated quarterly amounts of the annual sum per unit set forth in Addendum A. Payment terms are net forty -five (45) days from receipt of invoice. COA will make a good faith effort to begin processing invoices for payment immediately upon receipt. Article V. ASSIGNMENT AND SUBCONTRACTS A. This Agreement shall not be assigned by either party, either in whole or in part, without the prior written approval of the other party. Any attempted assignment without such written consent shall be void. B. As required by the work, and if approved in advance in writing by COA, Technology Unlimited Incorporated may enter into contracts with other firms for services not normally perfonned by Technology Unlimited Incorporated. C. Any subcontract entered into by Technology Unlimited Incorporated subsequent to the execution of this Agreement must be approved in writing by COA. This paragraph shall be included in all subcontracts with contractors and /or consultants with whom Technology Unlimited Incorporated will require services. Article VI. CONTROL AND APPROVAL A. Technology Unlimited Incorporated will appoint a Representative who will be in charge of the maintenance contract for Technology Unlimited Incorporated and have authority to make binding decisions on behalf of Technology Unlimited Incorporated (the "Representative "). All notices regarding maintenance services required or changes In the Agreement shall be sent to the Representative. Technology Unlimited Incorporated's Representative for this maintenance contract will be: Name Darrell Brush Title Vice President Address 318 Mira Loma Ave. City, State, Zip Glendale, CA 91204 Phone # (818) 265 -0708 Article VII. INSURANCE A. Technology Unlimited Incorporated shall keep in full force and effect during the Agreement period, liability insurance coverage, naming COA as an additional insured by execution of an Additional Insured Endorsement in format approved by the Attorney for the City of Arcadia in the minimum amounts indicated below: Public Liability $ 1,000,000 combined single limit Automobile Liability $ 1,000,000 combined single limit Umbrella Excess Liability $ 2,000,000 per occurrence over and above the limits described above for Public and Automobile Liability. B. Technology Unlimited Incorporated will furnish COA with certificates showing evidence of insurance coverage as defined above. No termination of policy, reduction of coverage or cancellation of additional insured(s) shall have effect until after thirty (30) days notice thereof has been given to the City of Arcadia. Article VIII. TERMINATION Either party may terminate this Agreement by serving thirty (30) days written notice upon the other party. Termination of this Agreement by GOA shall be without penalty or additional cost to COA. In the event of any termination of this Agreement, TUI shall refund to COA the prorated amount of any prepaid maintenance fees. Article IX. LIMITATION OF LIABILITIES Neither party is liable for any consequential, incidental, indirect or special damages, including commercial loss, which directly or indirectly arises from Services provided by Technology Unlimited Inc unless directly caused by the negligence or omission of TUI. Article X. CHANGES AND EXTRA WORK No modification to this Agreement shall be effective unless in writing and signed by both parties. Article XI. CONFIDENTIALITY Technology Unlimited Incorporated shall hold and maintain as strictly confidential all information concerning the business of COA' COA's financial affairs, COA's customers, relations with clientele and employees, as well as any other information which may be specifically classified as confidential by COA. Article XII. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of the Agreement. Article XIII. ENTIRE AGREEMENT This document, including Addendum A, constitutes the entire Agreement between the parties. This Agreement shall not be modified or amended except by written amendment, executed by both parties. All notices required to be given hereunder shall be deemed to be sufficiently given if mailed by certified or registered mail, postage prepaid, to the address noted hereinabove. Article XIV. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event legal action is required, the venue for such action shall be Los Angeles County, California. 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this the day of mar / 2003. CITY OF ARCADIA N William R. Kelly City Manager Dated: y , 2003. Approved as to form: I Stephen P. Deltsch City Attorney Technology Unlimited Inc. - 004AJ AA Darrell Brush Vice President Tax ID # 911232945 CONCUR: �, c.• � I-��o2 -Os-G� DepartmentDepartment�Date n TECHNOLOGY UNLIMITED, INC. EQUIPMENT MAINTENANCE AGREEMENT ADDENDUM A With respect to Article IV A., the maintenance fees for services shall be as follows: For service of ALL ITEMS listed below for the amount of $ 2,375.00 per year. Product ID Product Description Qtty 7731 - 2220 -7190 NCR 7731 w /Front Image with Encoder 1 3299 -K399 -0000 PCI SCSI NT Interface Card 1 7731- K220 -V001 PCI SCSI NT Interface Cable 1 G625- 3100 -0000 WiselP 1 G625- 0017 -0000 WiselP Diagnositics 1 7731 -K240 Hand -Drop Hopper Interface 1 7724 -0201 AutoFeed Hopper 1 7724- K201 -V001 Workstation Platform 1 7725 - 0603 -0000 3- Pockets, Single Line Endorser, Bank Stamp 1 7731 -NCES -0000 Custom Endorsement Stamp 1 Controller PC Controller PC $ 2375.00 per year per unit. The service fee shall be for the above equipment per year. 5