HomeMy WebLinkAbout1994-058ORDINANCE NO.
AN ORDINANCE ACCEPTING A COMPETITIVE SEALED PROPOSAL AND AWARDING
A CONTRACT FOR THE PURCHASE OF MATERIALS, EQUIPMENT, SUPPLIES OR
SERVICES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City has solicited, received and tabulated com-
petitive sealed proposals for the purchase of necessary materials,
equipment, supplies or services in accordance with the procedures
of state law and City ordinances; and
WHEREAS, the City Manager or a designated employee has
reviewed and recommended that the herein described proposals are
the best responsible proposals for the materials, equipment, sup-
plies or services as shown in the "Proposals" submitted therefor;
and
WHEREAS, the City Council has provided in the City Budget for
the appropriation of funds to be used for the purchase of the ma-
terials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the numbered items in the following numbered
bids for materials, equipment, supplies, or services, shown in the
"Proposals" attached hereto, are hereby accepted and approved as
being the best responsible proposal for such items:
RFSP ITEM
NUMBER NO. VENDOR AMOUNT
1612 ALL UHW CORP. $38,120.00
SECTION II. That by the acceptance and approval of the above
numbered items of the submitted proposals, the City accepts the
offer of the persons submitting the proposals for such items and
agrees to purchase the materials, equipment, supplies or services
in accordance with the terms, specifications, standards, quantities
and for the specified sums contained in the Invitations, Proposals,
and related documents.
SECTION III. That should the City and persons submitting ap-
proved and accepted items and of the submitted proposals wish to
enter into a formal written agreement as a result of the accep-
tance, approval, and awarding of the proposal, the City Manager or
his designated representative is hereby authorized to execute the
written contract which shall be attached hereto; provided that the
written contract is in accordance with the terms, conditions, spec-
ifications, standards, quantities and specified sums contained in
the Proposal and related documents herein approved and accepted.
SECTION IV. That by the acceptance and approval of the above
numbered items of the submitted proposals, the City Council hereby
authorizes the expenditure of funds therefor in the amount and in
accordance with the approved proposal or pursuant to a written con-
tract made pursuant thereto as authorized herein.
SECTION V. That this ordinance shall become effective imme-
diately upon its passage and approxIal.
PASSED AND APPROVED this day of ,
41
DEBRA A. DRAYOVITCH, CITY ATTOR,EY
BY:
1994.
03/30/94 16:20 '$98175668533
191 002/002
HARDWARE
MAINTENANCE
COMPARISONS
(RFSP 1612)
Hardware
QUANITY
IBM
IBM
UHW
UHW
per UNIT
TOTAL
per UNIT
TOTAL
4381-T91E
1
$397.00
$397.00
$450.00
$450.00
3880-G23
2
334.50
669.00
500.00
1000.00
3380-AE4
4
156.00
624.00
100.00
400.00
3380-BE4
4
113.50
454.00
80.00
320.00
3205-100
1
15.50
15.50
0.00
0.00
3705-E06
1
199,75
199.75
130.00
130.00
3480-A22
1
280.50
280.50
225.00
225.00
3480-B22
2
172.50
345.00
160.00
320.00
3203-005
1
259.50
259.50
150.00
150.00
4234-001
1
44.50
44.50
53.00
53.00
3174-01L
8
4.50
36.00
1.25
10.00
3299-003
4
1.13
4.50
1.00
4.00
3274-41D
1
25.00
25.00
30.00
30.00
3274-21D
1
2.00
45.50
30.00
30.00
3274-61C
1
17.00
17.00
15.00
15.00
3174-81R
1
30.84
30.84
40.00
40.00
MONTH TOTAL
$3,177.00
$2,053.72
$3,447.59
$1,965.25
DIFFERENCE
($270.59)
ANNUAL TOTAL
$41,371.08
$38,124.00
DIFFERENCE
($3,247.08)
MAR 30 '94 16:16 98175668533 PAGE.002
M
Presented by: Cavin Higginbotham
TYPE/MODEL QUANTITY
4381-T91E 1
3205-XXX 1
3880-G23 2
3380-AE4 4
3380-BE4 4
3705-E06 1
3480-A22 1
3480-B22 2
3203-005 1
4234-001 1
3174-01L 1
3299-XXX 4
3274-21D 1
3274-41D 1
3274-61C 1
3174-81R 4
FINANCIAL SUMMARY
FOR
CITY OF DENTON
MONTHLY
EXTENDED
NANCE CHARGE
MAINTENANCE CHARGE
$ 450.00
$ 450.00
N/C
N/C
500.00
10000.00
100.00,
400.00
80.00
320.00
130.00
130.00
225.00
225.00
160.00
320.00
150.00
150.00
53.00
53.00
10.00
10.00
1.00
4.00
30.00
30.00
30.00
30.00
15.00
15.00
10.00
40.00
$3,177.00
�+ W Corp°C Si%te
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18
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AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
other identification number on a separate schedule or
exhibit. Any schedule or exhibit of such Equipment shall
be';incorporated herein by this reference.
2. INSPECTION AND REPAIR:
Prior to the Commencement Date, UHW CORPORATION shall inspect
the Equipment at no charge to Customer, to determine if it is in
acceptable condition for maintenance under this Agreement. Any
repairs', or adjustments that are deemed,necessary by UHW, CORPORATION
to bring the Equipment up to. an acceptable condition shall be made
prior to the commencement of maintenance service.at-the expense of
the Customer. If Customer elects not.to make any such repairs or
adjustments as are. deemed necessary by UHW CORPORATION, UHW
CORPORATION may,. at its ,sole option, .perform such repairs or
adjustments on behalf of Customer and charge Customer for the labor
and material cost of such repairs. If UHW CORPORATION and Customer
refuse to make such necessary repairs, then this Agreement shall be
null and void and of no further -force and effect.
3. MAINTENANCE SERVICE:
A. UHW CORPORATION shall, for the charges set forth
herein, unless otherwise provided, maintain the Equipment
in good operating condition and furnish the following
maintenance service during the Contract Period (as
defined herein):
(1) Scheduled preventative maintenance;
(2) Unscheduled remedial maintenance service
when UHW is notified that the Equipment is
inoperative;
(3) Labor and parts for maintaining the
Equipment, provided that such maintenance is
needed as a result of normal usage of the
Equipment. All parts used in performing
maintenance services shall be new or rebuilt
parts. All replaced parts shall become the
property of UHW CORPORATION;
(4) Installation of engineering changes
released and sponsored by the Equipment
manufacturer ("Engineering Changes"), for
which UHW CORPORATION may charge a rate
equivalent to the Equipment manufacturer's
FOR SYSTEM MAINTENANCE SERVICE
then current charge for labor and materials,
if any. URW CORPORATION shall also monitor
safety changes and changes necessary to insure
the proper functioning of the Equipment (which
are controlled by the manufacturer) to
determine that such changes are installed on a
timely basis;
(5) Maintenance of accurate and. complete,
records of all Engineering Change levels, andr,&
history of maintenance activity for each unit.
of Equipment. 1 T,NT-
B. Upon the expiration of th% term%of_this Agreement,
UHW CORPORATION agrees to perform --any maintenance
services required by the Equipment manufacturer to put
such Equipment into an acceptable condition, for the
manufacturer's maintenance service, at no charge to the
Customer. UHW CORPORATION'S obligation under this
Section 3B includes only those adjustments or repairs
resulting from normal usage, and does not cover charges
for services excluded under Article 7, (the "Excluded
Services"), nor does UHW CORPORATION represent or warrant
that the Equipment manufacturer will provide a
contracted maintenance service agreement on the
Equipment.
RESPONSIBILITIES OF CUSTOMER:
A. The Customer shall provide, free of charge and with
ready access, storage space for spare parts, working
space, heat, light, ventilation, electric current and
outlets for the use of UHW CORPORATION maintenance
personnel.
B. The Customer shall notify UHW CORPORATION maintenance
personnel upon Equipment failure and shall allow UHW
CORPORATION full and free access to the Equipment subject
to the Customer's industrial security rules.
C. The Customer shall not authorize or cause Equipment
maintenance or repairs to be made or attempted by any
party other than UHW CORPORATION during the term of this
Agreement, except as may be specifically approved in
advance by UHW CORPORATION.
rwr..
FOR SYSTEM
SERVICE
D. The Customer shall maintain site environmental
conditions throughout the term of this Agreement in
accordance with the specifications established by the
Equipment manufacturer.
E. If the Customer causes modifications to be made to
the Equipment or if the Customer causes accessories or
devices not covered by this Agreement to be added to the
Equipment and such modifications, accessories or devices
make it impractical or impossible for UHW CORPORATION (in
UHW CORPORATION'S sole opinion) to render' maintenance
service to the Equipment, then 'UHW CORPORATION may
terminate "this Agreement effective as of -the date the
rendition of such maintenance service becomes impractical
or impossible, in the opinion of UHW CORPORATION. if
said modifications or additions increase maintenance
costs, UHW CORPORATION shall have the right to increase,
by a reasonable amount, the maintenance charges specified
herein. The Customer shall be responsible for the
storage of any parts removed from the Equipment as a
result of an attachment to or an alteration in the
Equipment and for restoring the Equipment to normal
condition when the attachment or alteration is removed.
5. PAYMENT OF MONTHLY
CHARGES:
A. The Monthly Maintenance Charges shall begin on the
Commencement Date, notwithstanding that services may not
be commenced on such date due to the reasons set forth in
Article 2, and shall be due and payable by Customer in
advance on the first day of each month during the term of
this Agreement. If the Commencement Date does not fall
on the first day of the month, the Monthly Maintenance
Charge for that period of time from the Commencement Date
until the first day of the succeeding month shall be
prorated at 1/30th of the Monthly Maintenance Charge for
each calendar day during such partial maintenance period,
and shall be due on the Commencement Date. Charges for
maintenance services of less than one month (resulting
from proper termination of this Agreement) shall be
prorated at 1/30th of the Monthly Maintenance Charges for
each calendar day during such partial maintenance period.
Payment shall be made to UHW CORPORATION at its principal
place of business, unless Customer is otherwise notified
by UHW CORPORATION in writing, in accordance with Article
10, that payment shall be made at another location.
4
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
B. Interest on any past due payments shall accrue at the
rate of 1 1/2% per month, or if such rate shall exceed
the maximum rate allowed by law, then such interest shall
accrue at the highest lawful rate, and shall be payable
on demand. Charges for taxes and interest shall be
promptly paid by Customer when invoiced by, UHW
CORPORATION.
C. Customer agrees that UHw CORPORATION may change its
Monthly Maintenance Charges after the initial term
specified herein upon thirty (30) days written notice to
Customer, provided, however, that Customer, may upon
receipt of written notice of UHW CORPORATION'S intention
to change the Monthly Maintenance Charges, terminate this
Agreement by giving UHW CORPORATION thirty (30).. days
written notice of termination (the "Notice of
Termination"). Such Notice of Termination by Customer
must be delivered to UHW CORPORATION within fifteen (15)
days of Customer's receipt of UHW CORPORATION'S notice of
intention to change the Monthly Maintenance Charges. In
the event Customer fails .to deliver the Notice of
Termination within the time specified, then the increased
Monthly Maintenance Charges shall automatically become
effective and shall remain in effect for the remainder of
the Contract Period, unless otherwise changed by UHW
CORPORATION in accordance with this Section 5C. This
Section 5C shall not apply to UHW CORPORATION'S right of
adjustment provided in Section 4E.
D. In addition to the Monthly Maintenance Charge set
forth herein, Customer shall pays
(1) Labor and travel expenses for maintenance
services requested by Customer outside the
Contract Period, provided, however that when
remedial maintenance is commenced during the
Contract Period and Customer allows the work
to continue beyond such period, additional
charges shall not be applicable until the
number of hours of work performed outside the
Contract Period exceeds one (1) hour; and
(2) Labor, parts, and other expenses for
Customer requested services outside the scope
of this Agreement.
5
FOR SYSTEM MAINTENANCE SERVICE
Charges for all labor and travel to and from the point of
service shall be at UHW CORPORATION'S published rates in effect at
the time that the services are furnished. Charges for labor shall
include travel time to and from the installation site and shall be
computed to the nearest one quarter (1/4) hour.
CONTRACT PERIOD:
The Monthly Maintenance Charge entitles. Customer to on -call
maintenance service on a twenty-four (24) hour a day basis (the
"Contract Period"), unless a shorter period of time is provided on
Schedule A. If less than 24 hours.a day service is contracted for
under this Agreement,.the Customer may subsequently increase the
number of hours covered by the Contract Period by giving UHW
CORPORATION seven (7) days written notice. If Customer requests an
increase in the Contract Period, UHW CORPORATION'S publisheci.rates
for Monthly Maintenance- Charges then in effect shall apply, and
Customer agrees to pay such applicable Monthly Maintenance Charges,
as adjusted.
If Customer removes individual items of Equipment from the
system configuration and does not desire to continue maintenance
under this Agreement for those items of removed Equipment, Customer
shall give UHW CORPORATION thirty (30) days advance written notice
of such removal.
7. EXCLUDED SERVICES:
The following services are outside the scope of this
Agreement:
A. Electrical work external to the Equipment;
B. Maintenance or repairs resulting from use of the
Equipment for other than the purposes for which it has
been designed;
C. Maintenance or repairs of damage resulting from
repairs or adjustments made by persons other than UHW
CORPORATION'S authorized representatives;
D. Maintenance or repairs resulting from failure to
provide suitable installation environment as prescribed
by the appropriate Equipment manufacturer, including but
not limited to failure to provide adequate electrical
power, air conditioning or humidity controls;
C�
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
E. Maintenance or repairs resulting from use of supplies
which are not in compliance with the manufacturer's
specifications;
F. Maintenance or repairs resulting from alterations in
Equipment, including but not limited to any deviations
from the Equipment manufacturer's authorized circuit or
structural machine design made by persons other than UHW
CORPORATION authorized representatives;
G. Maintenance or repairs resulting from accident,
disaster or catastrophe, including but not limited to
fire, flood, water, wind, lightning, or other acts of
God, governmental acts, hostilities, civil disturbances,
strike or labor difficulties transportation delays or
contingencies, negligence, improper use, misuse of the
Equipment, or destruction in whole or in part of the
Equipment;
H. Maintenance or repairs resulting from other causes
external to the Equipment, including but not limited to
power failure and air conditioning failure;
I. Furnishing platens, supplies or accessories, painting
or refinishing Equipment, or furnishing material
therefor;
J. Making specification changes; performing services in
connection with the relocation of Equipment or
alterations; or adding or removing attachments, features
or other devices not classified as Engineering Changes.
8. LIMITATION OF LIABILITY:
A. Customer agrees that UHW CORPORATION shall not be
liable for any failure or delay in performance due, in
whole or in part, to any cause beyond UHW CORPORATION'S
control;
B. Customer agrees that the liability of UHW
CORPORATION, whether in contract, tort or
otherwise, arising under or pursuant to the terms of this
Agreement, shall be limited to, and Customer's sole and
exclusive remedy, in contract, tort and otherwise, shall
be (1) the reperformance by UHW CORPORATION of any
defective maintenance service provided by UHW
CORPORATION, or (2) a refund from UHW CORPORATION of the
7
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
amount charged by the Equipment Manufacturer to perform
the type of maintenance service previously provided by
UHW CORPORATION, which refund amount shall not exceed the
total of all Monthly Maintenance Charges paid by Customer
under this Agreement;
C. THIS CONTRACT IS NOT AN INSURANCE POLICY AND, IN
LIGHT OF THE AMOUNT OF SERVICE CHARGES SET FORTH HEREIN,
ISNOT INTENDED TO INSURE AGAINST RISK OF LOSS;
THEREFORE, IN NO EVENT SHAM UHW--CORPORATION BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES. ARISING OUT. OF`THIS AGREEMENTv ANY
OF THE SERVICES TO BE PROVIDED BY UHW CORPORATION, OR THE
FAILURE OF ANY OF CUSTOMER'S EQUIPMENT;
D. UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, UHW
CORPORATION MAKES NO EXPRESS OR IMPLIED WARRANTIES;
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, WITH.RESPECT TO THIS
AGREEMENT AND THE SERVICES TO BE PROVIDED HEREUNDER;
E. No action, regardless of form, arising out of this
Agreement or the services to be performed under this
Agreement may be brought by either party more than six
(6) months after the cause of action has occurred.
9. REMEDIES ON CUSTOMER'S DEFAULT:
A. Upon default in the payment of any Monthly
Maintenance Charge or other charge invoiced to Customer
pursuant hereto, or upon a breach of any other condition
of this Agreement to be performed or observed by
Customer, or if during the term of this Agreement,
bankruptcy or insolvency proceedings are commenced by or
against Customer, or if a receiver is appointed to manage
the business of Customer, then, in any such event, UHW
CORPORATION may, at its option:
(1) Terminate this Agreement;
(2) Whether or not this Agreement is
terminated, maintain an action for damages for
breach of any condition of the Agreement or
for nonpayment of any charges invoiced to
Customer. Customer shall also be liable for
reasonable attorney's fees and other costs and
expenses resulting from the Customer's default
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
and%or the exercise of UAW CORPORATION'S
remedies.
B. In -the event Customer cancels or otherwise
terminates this Agreement prior to the expiration of the
term hereof, UHW CORPORATION may declare all amounts to
be paid to UHW CORPORATION under this Agreement to be
immediately due and payable, and the parties stipulate
that UHW CORPORATION may recover all of such amounts as
liquidated damages, and not as a penalty, to compensate
UHW CORPORATION for the costs and expenses incurred in
preparing for its performance under this Agreement.
Customer shall also be liable for reasonable attorney's
fees and other costs and expenses incurred by UHW
CORPORATION in enforcing this liquidated damages
provision.
C. No remedy in this Article 9 is intended to be
exclusive but each shall be cumulative and in addition to
any other remedy available to UHW CORPORATION. No waiver
by UHW CORPORATION of any default by Customer shall
constitute the waiver of any other default by Customer or
a waiver of UHW CORPORATION'S other rights.
D. The Subsections to Section 9 are limited to the
extent they conflict to State Budgeting Laws.
10. NOTICES:
Any notice required to be delivered under this
Agreement shall be sent to UHW CORPORATION and Customer
at the addresses first written above unless either party
had previously notified the other, in writing, of a
change of address; and any such notice shall be deemed
effective upon actual receipt by the other party or on
the third business day following the date such notice is
placed in the U.S. Mail, postage prepaid, if sent by
certified mail, return receipt requested.
11. TAXES:
In addition to the Monthly Maintenance Charges,
Customer shall pay UHW CORPORATION an amount equal to the
taxes, however designated, levied on this Agreement or on
the services rendered pursuant hereto, including but not
limited to any excise and sales taxes paid or payable by
UHW CORPORATION with respect to the foregoing.
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
12. GENERAL PROVISIONS:
A. Customer represents that it is the owner of the
Equipment, or if not the owner, that it possesses a
leasehold or other interest in the Equipment giving
Customer the authority to enter into this Agreement.
B. UHW CORPORATION retains the right to subcontract any
maintenance service described herein to the Equipment
manufacturer, or such subcontractor(s) as may be
reasonably acceptable to Customer.
C. Except as provided in Section 12B, neither party
shall have the right to assign or otherwise transfer its
rights or obligations under this Agreement except with
the written consent of the other party, provided,
however, that a successor in interest by merger, by
operation of law, assignment, purchase, or otherwise, of
the entire business of either party, shall acquire all
interest of such party hereunder. UHW CORPORATION shall
be entitled to assign all or part of the payments due or
to become due under this Agreement. Any prohibited
assignment shall be null and void.
D. This Agreement shall be governed by the laws of the
State of Texas. There are no understandings, agreements,
or representations, express or implied, not specified in
this Agreement or in the schedules or exhibits attached
hereto or incorporated herein by reference.
E. The terms and conditions of this Agreement shall
prevail notwithstanding any variance with terms and
conditions of any order submitted by Customer. Except as
set forth in Article 5 and 61 this Agreement shall not be
deemed or construed to be modified, amended, rescinded,
cancelled or waived in whole or in part, except by
written amendment signed by the parties hereto.
F. No waiver of the terms and conditions hereof shall be
effective unless in writing and signed by the party
against whom such waiver is sought to be enforced. Any
waiver of the terms hereof shall be effective only in the
specific instance and for the specific purpose given.
G. No provision of this Agreement or any schedule or
exhibit which may be deemed invalid or unenforceable
shall in any way invalidate or render unenforceable any
other provision or provisions hereof, all of which shall
remain in full force and effect.
10
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
H. This Maintenance Agreement incorporates the terms and
provisions of City's Request for Sealed Proposals (RFSP)
#1612 relating to. Mainframe Computer Equipment
Maintenance for the City of Denton,. Texas and UHW's
response to same dated March 23, 1994. In- case. of a
conflict between,the provisions of RFSP #1612 and UHW's
Maintenance Agreement, the terms and provisions of RFSP
#1612 shall control.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement to be effective as of the date of the last of the parties
to sign below.
UHW CORPORATION, -
a Texas Corporation
Cavin Higginbotham
Title: Senior Vice President
Date: ¢ 1.$-/g,e
CITY OF DENTON
11
SCHEDULE A
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
between
UHW CORPORATION ("UHW")
and
CITY OF DENTON ("CUSTOMER")
1. EQUIPMENT
Serial
Monthly
Hours of
Type/Model Number
Maintenance Charge
Maintenance
4381-T91E
$ 450.00
24/7
3205-XXX
N/C
24/7
3880-G23
500.00
24/7
3880-G23
500.00
24/7
3380-AE4
100.00
24/7
3380-AE4
100.00
24/7
3380-AE4
100.00
24/7
3380-AE4
100.00
24/7
3380-BE4
80.00
24/7
3380-BE4
80.00
24/7
3380-BE4
80.00
24/7
3380-BE4
80.00
24/7
3705-E06
130.00
24/7
3480-A22
225.00
24/7
3480-B22
160.00
24/7
3480-B22
160.00
24/7
3203-005
150.00
24/7
4234-001
53.00
24/7
3174-01L
10.00
24/7
3299-XXX
1.00
24/7
3299-XXX
1.00
24/7
3299-XXX
1.00
24/7
3299-XXX
1.00 -
24/7
3274-21D
30.00
24/7
3274-41D
30.00
24/7
3274-61C
15.00
24/7
3174-81R
10.00
24/7
3174-81R
10.00
24/7
3174-81R
10.00
24/7
3174-81R
10.00
24/7
2. EXTENDED CONTRACT PERIOD: N/A
(If elected by Customer)
Additional. Monthly Maintenance Charges N/A
(If applicable)
12
3. EQUIPMENT LOCATION: 324-B East McKinney
Denton Texas 76201
4. INITIAL TERM: 60 month(s)
UHW CORPORATION CITY OF DENTON
1540 Selene Drive, Suite 118 Municipal Building
Carrollton, Texas 75006 Denton, Texas 76201
Name: Cavin Higginbotham Name:
Title: Senior Vice President Title:�',II
Date: S Date:
THIS SCHEDULE "A" IS EXECUTED BY THE PARTIES HERETO TO SUPPLEMENT
THE TERMS OF THE AGREEMENT; THE COMPLETED PORTIONS OF THIS SCHEDULE
"A" SHALL PREVAIL OVER ANY CONFLICTING TERMS IN THE AGREEMENT.
13
Presented by: Cavin Higginbotham
FINANCIAL SUMMARY
FOR
CITY OF DENTON
MONTHLY
TYPE/MODEL
QUANTITY
MAINTENANCE CHARGE
4381-T91E
1
$ 450.00
3480-A22
1
225.00
3480-B22-
2
160.00
3205-000
1
N/C
3880-G23
2
500.00
3380-AE4
4
100.00
3380-BE4
4
80.00
3705-E06
1
130.00
3203-005
1
150.00
4234-001
1
53.00
3174-01L
1
10.00
3299-003
4
1.00
TOTAL MONTHLY MAINTENANCE CHARGE:
EXTENDED
MAINTENANCE CHARGE
$ 450.00
225.00
320.00
N/C
1,000.00
400.00
320.00
130.00
150.00
53.00
10.00
4.00
$3,062.00
UFW
COMPUTER RELATED
SERVICES
U.H.W. Corporation
1540 Selene Drive, Suite 118
Carrollton, Texas 75006
214/242-0040 • 800/969-3090
FAX 214/323-0444
UHW CORPORATION
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
CUSTOMER NAME: City of Denton
ADDRESS: 601 East Hickory
CITY: Denton STATE: 'Texas ZIP: 76205'
(hereinafter referred to as the "Customer") agrees to purchase from
UHW CORPORATION, a Texas corporation, having a principal place of
business at 1540 Selene Drive, Suite 118,'Carrollton, Texas 75006,
and UHW CORPORATION agrees to furnish at Customer's place of
business identified above, or at such other location as may be
shown on Schedule A, system maintenance service in accordance with
the terms and conditions contained herein.
1. TERM OF AGREEMENT AND CHARGES:
A., The term of this Agreement shall commence on May 1,
1994, (the "Commencement Date") and shall continue until
April 30, 1999, (the "Initial Term"), unless otherwise
extended pursuant to the terms hereof. As used herein,
the word "term" means the Initial Term and all extensions
thereof. Upon the expiration of the Initial Term of this
Agreement, the parties may by their actions continue this
Agreement on a month -to -month basis, during which time
all the terms and conditions of this Agreement shall
remain in effect; provided, however, that while this
Agreement continues on a month- to -month basis either
party may terminate this Agreement by giving thirty (30)
days prior written notice to the other party.
B.' The monthly maintenance charge (the "Monthly
Maintenance Charge") for the services of UHW CORPORATION
shall be at the rate of $3,062.00 per month, payable in
accordance with the terms hereof. The Monthly
Maintenance Charge shall apply to the equipment
identified by the parties hereto (the "Equipment") which
Equipment may be specifically described by serial or
1
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
other identification number on a separate schedule or
exhibit. Any schedule or exhibit of such Equipment shall
be incorporated herein by this reference.
2. INSPECTION AND REPAIR:
Prior to the Commencement Date, UHW CORPORATION shall inspect
the Equipment at no charge to Customer, to determine if it is in
acceptable condition for maintenance under this Agreement. Any
repairs ior adjustments that are deemed necessary by UHW CORPORATION
to bring the Equipment up to an acceptable condition shall be made
prior to the commencement of maintenance service at the expense of
the Customer.) If Customer elects not to make any such repairs or
adjustments as are deemed necessary by URW CORPORATION, UHW
CORPORATION may, at its sole option, perform such repairs or
adjustments on behalf of Customer and charge Customer for the labor
and material cost of such repairs. if UHW CORPORATION and Customer
refuse to make such necessary repairs, then this Agreement shall be
null and void and of no further force and effect.
3. MAINTENANCE SERVICE:
A. UHW CORPORATION shall, for the charges set forth
herein, unless otherwise provided, maintain the Equipment
in good 'operating condition and furnish the following
maintenance service during the Contract Period (as
defined herein):
(1)I Scheduled preventative maintenance;
(2)' Unscheduled remedial maintenance service
when UHW is notified that the Equipment is
inoperative;
(3) Labor and parts for maintaining the
Equipment, provided that such maintenance is
needed as a result of normal usage of the
Equipment. All parts used in performing
maintenance' services shall be new or rebuilt
parts. All replaced parts shall become the
property of UHW CORPORATION;
(4) Installation of engineering changes
released and sponsored by the Equipment
manufacturer ("Engineering Changes"), for
which UHW CORPORATION may charge a rate
equivalent to the Equipment manufacturer's
4
FOR SYSTEM MAINTENANCE SERVICE
then current charge for labor and materials,
if any. UHW CORPORATION shall also monitor
safety changes and changes necessary to insure
the proper functioning of the Equipment (which
are, controlled by the manufacturer) to
determine that such changes are installed on a
timely basis;
(5)Maintenance of accurate and complete
records of all Engineering Change levels and a
history of maintenance activity for each unit
of Equipment.
B. Upon the expiration of the term of this Agreement,
UHW CORPORATION agrees to perform any maintenance
services required by the Equipment manufacturer to 'put
such Equipment into an acceptable condition for the
manufacturer's maintenance service, at no charge to the
Customer'. UHW CORPORATION'S obligation under this
Section 3B includes only those adjustments or repairs
resulting from normal usage, and does not cover charges
for services excluded under Article 7, (the "Excluded
Services"), nor does UHW CORPORATION represent or warrant
that the Equipment manufacturer will provide a
contracted maintenance service agreement on the
Equipment.
RESPONSIBILITIES OF CUSTOMER:
A. The Customer shall provide, free of charge and with
ready access, storage space for spare parts, working
space, heat, light, ventilation, electric current and
outlets for the use of UHW CORPORATION maintenance
personnel.
B.',The Customer shall notify UHW CORPORATION maintenance
personnel upon Equipment failure and shall allow ''UHW
CORPORATION full and free access to the Equipment subject
to the Customer's industrial security rules.
C., The Customer shall not authorize or cause Equipment
maintenance or repairs to be made or attempted by ,any
party other than UHW CORPORATION during the term of this
Agreement, except as may be specifically approved in
advance by UHW CORPORATION.
3
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
D.I The Customer shall maintain site environmental
conditions throughout the term of this Agreement in
accordance with the specifications established by the
Equipment manufacturer.
E. If the Customer causes modifications to be made to
the Equipment or if the Customer causes accessories or
devices not covered by this Agreement to be added to the
Equipment and such modifications, accessories or devices
make it impractical or impossible for UHW CORPORATION (in
UHW CORPORATION'S sole opinion) to render maintenance
service to the Equipment, then UHW CORPORATION may
terminate this Agreement effective as of the date the
rendition of such maintenance service becomes impractical
or' impossible, in the opinion of UHW CORPORATION. If
said modifications or additions increase maintenance
costs, UHW CORPORATION shall have the right to increase,
by',a reasonable amount, the maintenance charges specified
herein. The Customer shall be responsible for the
storage of any parts removed from the Equipment as a
result of an attachment to or an alteration in the
Equipment and for restoring the Equipment to normal
condition when the attachment or alteration is removed.
5. PAYMENT OF MONTHLY MAINTENANCE CHARGES:
A.!; The Monthly Maintenance Charges shall begin on the
Commencement Date, notwithstanding that services may not
be commenced on such date due to the reasons set forth in
Article 2 and shall be due and payable by Customer in
advance on the first day of each month during the term of
this Agreement. If the Commencement Date does not fall
on the first day of the month, the Monthly Maintenance
Charge for that period of time from the Commencement Date
until the first day of the succeeding month shall be
prorated at 1/30th of the Monthly Maintenance Charge for
each calendar day during such partial maintenance period,
and shall be due on the Commencement Date. Charges for
maintenance services of less than one month (resulting
from proper termination of this Agreement) shall be
prorated at 1/30th of the Monthly Maintenance Charges for
each calendar day during such partial maintenance period.
Payment shall be made to UHW CORPORATION at its principal
place ofbusiness, unless Customer is otherwise notified
by UHW CORPORATION in writing, in accordance with Article
10, that payment shall be made at another location.
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
B.' Interest on any past due payments shall accrue at the
rate of 1 1/2% per month, or if such rate shall exceed
the maximum rate allowed by law, then such interest shall
accrue at the highest lawful rate, and shall be payable
on' demand. Charges for taxes and interest shall be
promptly paid by Customer when invoiced by UHW
CORPORATION.
C.' Customer agrees that UHW CORPORATION may change its
Monthly Maintenance Charges after the initial term
specified herein upon thirty (30) days written notice to
Customer, provided, however, that Customer may upon
receipt of written notice of UHW CORPORATION'S intention
to: change the Monthly Maintenance Charges, terminate this
Agreement by giving UHW CORPORATION thirty (30) days
written notice of - termination (the "Notice of
Termination"). Such Notice of Termination by Customer
must be delivered to UHW CORPORATION within fifteen (15)
days of Customer's receipt of UHW CORPORATION'S notice of
intention to change the Monthly Maintenance Charges. In
the event Customer fails to deliver the Notice of
Termination within the time specified, then the increased
Monthly Maintenance Charges shall automatically become
effective and shall remain in effect for the remainder of
the Contract Period, unless otherwise changed by UHW
CORPORATION in accordance with this Section 5C. This
Section 5C shall not apply to UHW CORPORATION'S right of
adjustment provided in Section 4E.
D. In addition to the Monthly Maintenance Charge set
forth herein, Customer shall pays
(1)Labor and travel expenses for maintenance
services requested by Customer outside the
Contract Period, provided, however that when
remedial maintenance is commenced during the
Contract Period and Customer allows the work
to 'continue beyond such period, additional
charges shall not be applicable until the
number of hours of work performed outside the
Contract Period exceeds one (1) hour; and
(2) Labor, parts, and other expenses for
Customer requested services outside the scope
of this Agreement.
5
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
Charges for all labor and travel to and from the point of
service',shall'be at UHW CORPORATION'S published rates in effect at
the time that the services are furnished. Charges for labor shall
include',travel time to and from the installation site and shall be
computed to the nearest one quarter (1/4) hour.
6. CONTRACT PERIOD:
The Monthly Maintenance Charge entitles Customer to on -call
maintenance service on a twenty-four (24) hour a day basis (the
"Contract Period"), unless a shorter period of time is provided on
Schedule A. If less than 24 hours a day service is contracted for
under this Agreement, the Customer may subsequently increase the
number of hours covered by the Contract Period by giving UHW
CORPORATION seven (7) days written notice. If Customer requests an
increase in the Contract Period, UHW CORPORATION'S published rates
for Monthly_ Maintenance Charges then in effect shall apply, and
Customer agrees to pay such applicable Monthly Maintenance Charges,
as adjusted.
If Customer removes individual items of Equipment from the
system configuration and does not desire to continue maintenance
under this Agreement for those items of removed Equipment, Customer
shall give UHW CORPORATION thirty (30) days advance written notice
of such removal.
7. EXCLUDEDSERVICES:
The following services are outside the scope of this
Agreement:
A.! Electrical work external to the Equipment;
B.' Maintenance or repairs resulting from use of the
Equipment for other than the purposes for which it has
been designed;
C.: Maintenance or repairs of damage resulting from
repairs or adjustments made by persons other than UHW
CORPORATION'S authorized representatives;
D.'. Maintenance or repairs resulting from failure to
provide suitable installation environment as prescribed
by the appropriate Equipment manufacturer, including but
not limited to failure to provide adequate electrical
power, air conditioning or humidity controls;
AGREEMENT FOR 'SYSTEM MAINTENANCE SERVICE
E.", Maintenance or repairs resulting from use of supplies
which are not in compliance with the manufacturer's
specifications;
F.'. Maintenance or repairs resulting from alterations in
Equipment, including but not limited to any deviations
from the Equipment manufacturer's authorized circuit or
structural machine design made by persons other than UHW
CORPORATION authorized representatives;
G. Maintenance or repairs resulting from accident,
disaster'or -catastrophe, including but not limited to
fire, flood, water, wind, lightning, or other acts of
God, governmental acts, hostilities, civil disturbances,
strike or labor difficulties transportation delays or
contingencies, negligence, improper use, misuse of the
Equipment, or destruction in whole or in part of the
Equipment;
H. Maintenance or repairs resulting from other causes
external to the Equipment, including but not limited to
power failure and air conditioning failure;
I. Furnishing platens, supplies or accessories, painting
or refinishing Equipment, or furnishing material
therefor;
J.! Making specification changes; performing services in
connection with the relocation of Equipment or
alterations; or adding or removing attachments, features
or',other ''devices not classified as Engineering Changes.
8. LIMITATION OF LIABILITY:
A. Customer agrees that UHW CORPORATION shall not be
liable for any failure or delay in performance due, in
whole or in part, to any cause beyond UHW CORPORATION'S
control;
B. Customer agrees' that the liability of UHW
CORPORATION, whether in contract, tort or
otherwise, arising under or pursuant to the terms of this
Agreement, shall be limited to, and Customer's sole and
exclusive remedy, in contract, tort and otherwise, shall
be (1) the reperformance by UHW CORPORATION of any
defective maintenance service provided by UHW
CORPORATION, or (2) a refund from UHW CORPORATION of the
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
amount charged by the Equipment Manufacturer to perform
the type of maintenance service previously provided by
UHW CORPORATION, which refund amount shall not exceed the
total of all Monthly Maintenance Charges paid by Customer
under this Agreement;
C.I; THIS CONTRACT IS NOT AN INSURANCE POLICY AND, IN
LIGHT OF THE AMOUNT OF SERVICE CHARGES SET FORTH HEREIN,
ISI NOT 'INTENDED TO INSURE AGAINST RISK OF LOSS;
THEREFORE, IN NO EVENT SHALL UHW CORPORATION BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, ANY
OF' THE SERVICES TO BE PROVIDED BY UHW CORPORATION, OR THE
FAILURE OF ANY OF CUSTOMER'S EQUIPMENT;
D.' UNLESS _OTHERWISE EXPRESSLY PROVIDED HEREIN, UHW
CORPORATION MAKES NO EXPRESS OR IMPLIED WARRANTIES,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR PARTICULAR PURPOSE, WITH RESPECT TO THIS
AGREEMENT AND THE SERVICES TO BE PROVIDED HEREUNDER;
E. No action, regardless of form, arising out of this
Agreement or the services to be performed under this
Agreement may be brought by either party more than six
(6) months after the cause of action has occurred.
9. REMEDIES ON CUSTOMER'S DEFAULT:
A.I Upon default in the payment of any Monthly
Maintenance Charge or other charge invoiced to Customer
pursuant hereto, or upon a breach of any other condition
of this 'Agreement to be performed or observed' by
Customer,, or if during the term of this Agreement,
bankruptcy or insolvency proceedings are commenced by or
against Customer, or if a receiver is appointed to manage
the business of Customer, then, in any such event, UHW
CORPORATION may, at its option:
(1)' Terminate this Agreement;
(2)', Whether or not this Agreement is
terminated, maintain an action for damages for
breach of any condition of the Agreement or
for nonpayment of any charges invoiced to
Customer. Customer shall also be liable for
reasonable attorney's fees and other costs and
expenses resulting from the Customer's default
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
and/or the exercise of UHW CORPORATION'S
remedies.
B. In the event Customer cancels or otherwise
terminates this Agreement prior to the expiration of the
term hereof, UHW CORPORATION may declare all amounts to
bet paid to UHW CORPORATION under this Agreement to be
immediately due and payable, and the parties stipulate
that UHW CORPORATION may, recover all of such amounts as
liquidated damages, and not as a penalty, to compensate
UHW CORPORATION for the costs and expenses incurred in
preparingfor its performance under this Agreement.
Customer shall also be liable for reasonable attorney's
fees and other costs and expenses incurred by UHW
CORPORATION in enforcing this liquidated damages
provision.
C.' No 'remedy in this Article 9 is intended to be
exclusive but each shall be cumulative and in addition to
any other remedy available to UHW CORPORATION. No waiver
by UHW CORPORATION of any default by Customer shall
constitute the waiver of any other default by Customer or
a waiver of UHW CORPORATION'S other rights.
D.'r The Subsections to Section 9 are limited to the
extent they conflict to State Budgeting Laws.
10. NOTICES:
Any noticerequiredto be delivered under this
Agreement shall be sent to UHW CORPORATION and Customer
at the addresses first written above unless either party
had previously notified the other, in writing, of a
change of, address; and any such notice shall be deemed
effective upon actual receipt by the other party or on
the third business day following the date such notice is
placed in the U.S. Mail, postage prepaid, if sent by
certified' mail, return receipt requested.
ill. TAXES:
In 'addition to the Monthly Maintenance Charges,
Customer shall pay UHW CORPORATION an amount equal to the
taxes, however designated, levied on this Agreement or on
the services rendered pursuant hereto, including but not
limited to any excise and sales taxes paid or payable by
UHW CORPORATION with respect to the foregoing.
9
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
12. GENERAL PROVISIONS:
A.',Customer represents that ,it is the owner of the
Equipment, or if not the owner, that it possesses a
leasehold or other interest in the Equipment giving
Customer the authority to enter into this Agreement.
B.UHW CORPORATION retains the right to subcontract any
maintenance service described herein to the Equipment
manufacturer, or such subcontractor(s) as may :be
reasonably acceptable to Customer.
C. Except as provided in Section 12B, neither party
shall have the right to assign or otherwise transfer its
rights or obligations under this Agreement except with
the written consent of the other party, provided,
however,', that a successor in interest by merger,' by
operation of law, assignment, purchase, or otherwise, of
the, entire business of either party, shall acquire all
interest of such party hereunder. UHW CORPORATION shall
be entitled to assign all or part of the payments due or
to become due under this Agreement. Any prohibited
assignment shall be null and void.
D. This Agreement shall be governed by the laws of the
State of Texas. There are no understandings, agreements,
or representations, express or implied, not specified in
this Agreement or in the schedules or exhibits attached
hereto or incorporated herein by reference.
j
E.'! The terms and conditions of this Agreement shall
prevail notwithstanding any variance with terms and
conditions of any order submitted by Customer. Except as
set forth in Article 5 and 6, this Agreement shall not be
deemed or construed to be modified, amended, rescinded,
cancelled or waived in whole or in part, except' by
written amendment signed by the parties hereto.
F.! No waiver of the terms and conditions hereof shall be
effective unless in writing and signed by the party
against whom such waiver is sought to be enforced. Any
waiver of the terms hereof shall be effective only inthe
specific' instance and for the specific purpose given.
G.'' No provision of this Agreement or any schedule or
exhibit which may be deemed invalid or unenforceable
shall in any way invalidate or render unenforceable 'any
other provision or provisions hereof, all of which shall
remain in full force and effect.
10
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
H.', This Maintenance Agreement incorporates the terms and
provisions of City's Request for Sealed Proposals (RFSP)
#1612 relating to Mainframe Computer Equipment
Maintenance for the City of Denton, Texas and UHW's
response to same dated March 23,, 1994. In case of a
conflict', between the provisions of RFSP #1612 and UHW's
Maintenance Agreement, the terms and provisions of RFSP
#1612 shall control.
IN'' WITNESS WHEREOF, the parties hereto have executed this
Agreement to be effective as of the date of the last of the parties
to signbelow.
UHW CORPORATION,
a Texans Corporation
Name: Cavin Hioainbotham
.Title: Senior Vice President
Date• May 1, 1994
CITY OF DENTON
Name: L U. {'
Title: Qz
Dates �� 7
11
SCHEDULE A
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
between
UHW CORPORATION ("UHW")
and
CITY OF DENTON ("CUSTOMER")
1. EQUIPMENT
Serial
Monthly
Hours of
Type/Model
Number Maintenance
Charge
Maintenance
4381-91E
13090
$ 450.00
24/7
3205-000
02168
N/C
24/7
3880-G23
30777
500.00
24/7
3880-G23
93195
500.00
24/7
3380-AE4
J9429
100.00
24/7
3380-AE4
J5270
100.00
24/7
3380-AE4
J1039
100.00
24/7
3380-AE4
J1491
100.00
24/7
3380-BE4
M0560
80.00
24/7
3380-BE4
M9930
80.00
24/7
3380-BE4
N8457
80.00
24/7
3380-BE4
E3283
80.00
24/7
3705-E06
15515
130.00
24/7
3203-005
16961
150.00
24/7
4234-001
38145
53.00
24/7
3174-01L
E3904
10.00
24/7
3299-003
BD127 - ---- --
1.00
24/7
3299-003
BD299
1.00
24/7
3299-003
BD308
1.00
24/7
3299-003
BD171
1.00
24/7
3480-A22
19215
225.00
24/7
3480-B22
51366
160.00
24/7
3480-B22
B0271
160.00
24/7
i
2. EXTENDED
CONTRACT PERIOD:
N/A
(If',elected
by Customer)
Additional
Monthly Maintenance Charge:
N/A
(If
applicable)
3. EQUIPMENT
LOCATION: 601
East Hickory
Denton, Texas 76205
4. INITIAL TERM: 60 month(s)
12
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
UHW CORPORATION CITY OF DENTON
1540 Selene Drive, Suite 118 601 East Hickory
Carrollton, Texas 75006 Denton, Texas 76205
Name: Cavin Higginbotham Name: /./p1/d//y.lY-p,r{-�L/
Title: 'Senior Vice President Title:
Date: May 1, 1994 Date:
THIS SCHEDULE "A" IS EXECUTED BY THE PARTIES HERETO TO SUPPLEMENT
THE TERMS OF THE AGREEMENT; THE•COMPLETED PORTIONS OF THIS 'SCHEDULE
"A" SHALL PREVAIL OVER ANY CONFLICTING TERMS IN THE AGREEMENT.`