1994-058 ORDinANCE
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-
diate'ly upon its passage and a~al. ~
PASSED AND APPROVED this ~ ' day of , 1994.
JENNIFER WALTERS, CITY SECRETARY
BY: _
APPROVED AS TO LEGAL FORM:
DEiRABy..~ ~'~A' DRAYOVITCH,~~'-'e'~SCITY ATTO:EY
03/30/94 16:20 '~9517§6685~3 ~002/002
HARDWARE MAINTENANCE coMPARISONS (RFSP 1612)
Hardware QUANITY IBM IBM UHW UHW
p~r UNIT TOTAL per UNIT TOTAL
4381-TglE 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 I 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 I 259.50 259.50 150.00 150.00
4234-001 i 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 i 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 $2,053.72 $3,44'~"]~9 $1,965.25 $3,177.00
DIFFERENCE ($270.59)
ANNUAL TOTAL $41,371.08 $38,124.00
DIFFERRNCE ($3,247.08)
MAR 30 '94 16:16 981756685~3 PAGE.002
Presented by= Cavin Higginbotham
FINANCIAL SUMMARY
FOR
CITY OF DENTON
MONTHLY .~ EXTENDED
TYPE/MODEL QUANTITY MAINTENANCE CHARGE' MAINTENANCECHARGE
4381-T91E 1 $ 450.00 .~. $ 450.00
3205-XXX I N/C N/C
3880-G23 2 500.00 1,000.00
3380-AE4 4 100.00. 400.00
3380-BE4 4 80.00 320.00
3705-E06 1 130.00 130.00
3480-A22 1 225.00 225.00
3480-B22 2 160.00 320.00
3203-005 1 150.00 150.00
4234-001 1 53.00 53.00
3174-01L i 10.00 10.00
3299-XXX 4 1.00 4.00
3274-21D 1 30.00 30.00
3274-41D 1 30.00 30.00
3274-61C I 15.00 15.00
3174-81R 4 10.00 40.00
$3,177.00
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 Cus.tom~r,~to determine if It is in
acceptable condition for maintenance under this Agreement. Any
repairs!or adjustments thataredeemednecessarybyUHWCORPORATION
to bring the Equipment up to.an acceptable condition shall ~emade
prior to the commencement of maintenance serviceatthe expense of
the Customer. If Custome= 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 UHWCORPORATION 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. Ail parts used in performing
maintenance services shall be new or rebuilt
parts. Ail 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
2
AGREEMENT 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) ts
determine that such changes are installed on a
timely basis~
(5) Maintenance of accurate and compl'ete'
records of allEngineering Change'levels~and~a'
history ofmaintenance activity.£o= eac~ unit.
of Equipment. '--~ ~ '~ ~
B. Upon the expiration of th~term~o~ this Agreement,
UHW CORPORATION' agrees to perform?any maintenance
services required by the Equi. pmentmanu~actu=er 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 UHWCORPORATION represent or warrant
that the Equipment manufacturer will provide a
contracted maintenance service agreement on the
Equipment.
4. 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 UHWCORPORATION 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.
AGREEMENT FOR SYSTEM MAINTENANCE 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 i'fthe Customer causes accessories or
devices not covered bythis Agreement to be added to the
Equipment and'such modifications, accessories or devices
make it impractical or'impossible for UHWCORPORATION (in
UHW CORPORATION'S sole opinion) to render maintenance
service to the Equipment, then UHW CORPORATION may
terminate'-~hisAgreement 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, UHWCORPORATION shall have the right to increase,
by a reasonable nmount, 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 attachmen~ 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 UHWCORPORATION at its principal
place of business, unless Customer is otherwise notified
by UHWCORPORATION in writing, in accordance withArticle
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 bylaw, 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 wri~te~ notice to
Customer, provided~ however~ that Customer"may..upon
receipt of written noticeof UHWCORPORATION'8~intention
to change the MonthlyMaintenance Charges, terminate th~s
Agreement by giving UHWCORPORATION thirty (30).. days
written notice of termination (the "Notice of
Termination"). Such Notice of Termination by Customer
must be delivered to UHWCORPORATION within f~fteen (15)
days of Customer's receipt of UHWCORPORATION~S notice of
intention to change the MonthlyMaintenance 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 UHWCORPORATION'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 sco~e
of this Agreement.
AGP~EMENT 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. ob-call
maintenance service on & twenty-four (24) hour a day basis. (the
"Contract Period"), unless ~ shorter period of time is provided on
Schedule A. If less~th~n 24 hours a dayservice is contracted for
under this Agreement~.the Customer may subsequently increase the
~.mher 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, UHWCORPORATION'S publishe~.rates
for Monthly MaintenanceCharges'.then in effect shall apply, and
Customer agrees to pay such applicableMonthlyMaintenance 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 UHWCORPORATION 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~
6
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 UHWCORPORATION of the
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
amount charged by the Equipment Manufacturer to perform
the ty~e of maintenance service previously provided by
UHWCORPORATION, which refund amount shall not exceed the
total of all MonthlyMaintenance Charges paid byCustomer
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 SH~T~ UHW ~O~PORATION BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES ARISING-OUTi OF THIS AGREEMENT~ ANY
OF THE SERVICES TO BE PROVIDED BY UHW CORPORATION, OR THE
FAILURE .OP'ANY OF CUSTOMER'S EQUIPMENT~
D. UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, UHW
CORPORATION MAKES NO EXPRESS OR IMPLIED WARRANTIES~
INCLUDING THE IMPLIED!WARRANTIES OF MERCHANTABILITYAND
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 bebroUght 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 byor
against Customer, or if a receiver is appointed to manage
the business of Customer, then, in any such event, UHW
CORPORATION may, at its optionz
(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
8
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
a~r the eXercise of UHW CORPORATION'S
remedies.
B. In~ the ~vent Customer cancels or otherwise
terminates this Agreement prior to the expiration of the
term hereof, UHWCO~PORATIONmay 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 d~ges
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 UHWCORPORATION. 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. NOTICESI
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.
il. TAXESI
In addition to the ~nthly Maintenance Charges,
Customer shall pay UHWCORPORATION 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. 'GENE~LPROVISIONS~
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. UHWCORPORATION retains the right to subcontract any
maintenance service described herein to the Equipment
manufacturer, or such subcontractor(s) as may be
reasonably acceptableto 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, assignmentv purchase, or otherwise, of
the entire business of either party, shall acquire all
interest of such party hereunder. UHWCORPORATION 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 bythe 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 byCustomer. 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
waiverof 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 MaintenanceAgreement 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. I~ oase of a-
conflict between the provisions of RFSP 91612 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 par~les
to sign below.
UHW CORPORATION~-
a Texas Corporation
Name~ ~avin Higqinbotham
Title~ ~enior Vice President
CITY OF DENTON
Date ~
· 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 N-mher 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 Charge~ N/A
(If applicable)
12
3. EQUIPMENT LOCATIONI ~24-B East McKinnev
Denton. T~S 76201
4. INITIAL TERMI 60 month(s)
UHWCORPORATION CITY OF DENTON
1540 Selene Drive, Suite 118 Municipal Building
Carrollton, Texas 75006 Denton, Texas 76201
Name~ Cavin Hiqqinbotham Nam
Title~ Senior Vice President Title~ ~.~
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.
UAW CORPORATION
Presented by: Cavin Higginbotham
FINANCIAL SUMMARY
FOR
CITY OF DENTON
MONTHLY EXTENDED
TYPE/MODEL QUANTITY MAINTENANCE CHARGE MAINTENANCE CHARGE
4381-T91E 1 $ 450.00 $ 450.00
3480-A22 1 225.00 225.00
3480-B22 2 160.00 320.00
3205-000 1 N/C N/C
3880-G23 2 500.00 1,000.00
3380-AE4 4 100.00 400.00
3380-BE4 4 80.00 320.00
3705-E06 1 130.00 130.00
3203-005 1 150.00 150.00
4234-001 1 53.00 53.00
3174-01L 1 10.00 10.00
3299-003 4 1.00 4.00
TOTAL MONTHLY MAINTENANCE CHARGE~ $3,062.00
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
UI-TW CORPOPJ~-TI ON
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
CUSTOMER NAMEs City of Denton
ADDRESSs 601 East Hickory
CITYs Denton STATEs Texas ZIPs 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 AGREEMENTAND CHARGESs
A. The term of this Agreement shall commence on May l,
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 bytheir 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 UHWCORPORATION
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 or adjustments that are deemed necessary byUHWCORPORATION
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
2
AGREEMENT 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
~or services excluded under Article 7, (the "Excluded
Services"), nor does UHWCORPORATION represent or warrant
that the Equipment manufacturer will provide a
contracted maintenance service agreement on the
Equipment.
4. 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 UHWCORPORATION 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.
AGREEMENT FORiSYSTEMMAINTENANCE SERVICE
D. The Customer shall maintain site environmental
coIditions 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 UHWCORPORATIONi(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,
byia 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
conditionwhen the attachment or alteration is removed.
5. PAYMENT OF MONTHLY MAINTENANCE CHARGESi
A.i The Monthly Maintenance Charges shall begin on the
Commencement Date, notwithstanding that services maynot
be'commenced on such date due to the reasons set forth in
Article 2, and shalllbe 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 daylof 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 UHWCORPORATION at its principal
place ofbusiness, unless Customer is otherwise notified
by UHWCORPORATION 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
onI 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 URWCORPORATION'S intention
tolchange 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 pay~
(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.
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
Charges for all labor and travel to and from the point of
service shall be at U~W 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 PERIODs
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, UHWCORPORATION'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. EXCLUDED SERVICES~
The following services are outside the scope of this
Agreements
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.i Maintenance or repairs resulting from use of supplies
which are not in compliance with the manufacturer's
specifications;
F.i Maintenance or repairs resulting from alterations in
Equipment, including butnot limited to any deviations
from thelEquipment manufacturer's authorized circuit or
structural machine design made by persons other than UHW
CORPORATION authorized representatives;
G.i 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.i Maintenance or repairs resulting from other causes
external~to the Equipment, including but not limited to
power failure and air conditioning failure;
I.iFurniShing platens, supplies or accessories, painting
orl refinishing Equipment, or furnishing material
therefor;
J.i Making specification changes; performing services in
connection with the relocation of Equipment or
alterations; or adding or removing attachments, features
ori otherldevices not classified as Engineering Changes.
8. LIMITATION OF LIABILITY~
A.i Customer agrees that UHW CORPORATION shall not be
liable for any failure or delay in performance due, in
wh~le 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 soleand
exclusive remedy, in contract, tort and otherwise, shall
be (1) the reperformance by UHW CORPORATION of any
de'fective maintenance service provided by UHW
CORPORATION, or (2) a refund from UHWCORPORATION of the
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
amount charged by the Equipment Manufacturer to perform
the type. of maintenance service previously provided by
UHWCORPORATION, which refund amount shall not exceed the
total of all Monthly Maintenance Charges paid byCustomer
under this Agreement;
C.I THIS CONTRACT IS NOT AN INSURANCE POLICY AND, IN
LIGHT OF THE AMOUNT OF SERVICE CHARGES SET FORTH HEREIN,
IS! 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 DAMAGESARISING OUT OF THIS AGREEMENT, ANY
OF THE SERVICES TO BE PROVIDED BY UHWCORPORATION, 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 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
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 UHWCORPORATION. No waiver
by UHW CORPORATION of any default by Customer shall
constitute the waiver of any other default byCustomer 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 UHWCORPORATION anamount 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. UHWCORPORATION 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. UHWCORPORATION 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 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 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 FORSYSTEMMAINTENANCE SERVICE
N. 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
Name: Cavin Hiqqinbotham
Title: Senior Vice President
i
Date: May 1, 1994
CITY OF DENTON
Name, Lb ol
Date:
11
SCHEDULE A
AGREEMENT FOR SYSTEM MAINTENANCE SERVICE
between
UHWCORPORATION ("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
2. EXTENDED CONTRACT PERIODI 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: ~avin Hiqqinbotham Name: ~/O~ U,//~)~t~
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.'
13