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HomeMy Public PortalAbout100_022_Maintenance Agreement MAINTENANCE AGREEMENT No. 11262013-587 This Maintenance Agreement (Agreement), made effective this 1ST day of November, 2013 by and between City of Tybee Island, P.O. Box 2749, Tybee Island, GA 31328 (Customer) and Duncan Parking Technologies, Inc. (Duncan). Duncan and Customer each may each be referred to individually as Party and together as Parties.This Agreement governs all work performed by any affiliate of Duncan. This Agreement may be amended by mutual written agreement of the Parties to include additional products and services offered by or through Duncan or any of its subsidiaries, affiliates or related companies. 1. TERM This Agreement terminates twelve (12) calendar months after the effective date listed above and may be extended for additional twelve (12) month terms by mutual agreement of the Parties. 2. INVOICING AND PAYMENT Duncan shall invoice Customer for amount due. Full payment of invoice is due thirty(30) days from date of invoice. 3. TERMINATION Duncan, at its sole discretion may offer a repair quotation or may terminate this Agreement under the following conditions. a) System or its components have been altered in any manner, or b) System or its components have been misused or abused or operated under other than normal working conditions, or c) System or its components have been damaged, lost or stolen In the case of termination by Duncan, Customer shall be credited a pro-rated amount against a future purchase based on the balance of warranty term remaining. Customer may earlier terminate this Agreement upon written notice to Duncan. Refund to Customer under Customer termination is at Duncan's sole discretion. 4. REPAIRS Customer will receive highest priority basis available for repair work required. DUNCAN will repair(or replace it at our discretion) any unit and return it within two (2) calendar weeks from the date received at the appropriate Duncan facility under a valid RMA number. In order to accomplish warranty repairs Customer shall; a) Call the engineering service center at(888)553-8622 and choose option 2 to report and receive consultation on the problem, and b) Where Duncan determines an item must be returned for inspection or repair, obtain a Return Material Authorization (RMA) number issued by the DUNCAN Engineering Service Center, and c) Ship the item, postage paid SECOND DAY AIR, appropriately packaged for shipment with the RMA number included inside and clearly marked on the outside of the package to; Duncan Parking Technologies, Inc. 5924 Balfour Court Suite 102 Carlsbad, CA 92008 Customer understands and acknowledges that remote internet access to Customer AutoCITE or AutoTRAX PC is available to Duncan for initial diagnosis. Where Duncan determines that a warranty issue cannot be resolved by telephone, remote access, or repair of the affected component, on-site assistance may be available at Customer location provided Customer agrees to separate, on-site consultation terms and conditions. Page 1 of 4 Rev 2012 05 18 100k Customer is responsible for all shipping costs to the Duncan Engineering Service Center. Failure to obtain an RMA number and indicate it on any returned item may cause shipment to be refused or processing delayed. 5. REPLACMENT EQUIPMENT Upon request and provided appropriate replacements are currently manufactured and available, Duncan will provide temporary replacement product at no additional cost while repairs are being completed. Return of any temporary replacement unit to Duncan will be made by Customer postage paid SECOND DAY AIR within the same day the repaired item is received by Customer. 6. SOFTWARE UPGRADES Software upgrades or enhancements(Fix) may be installed at Duncan's sole discretion to repair a problem or correct system operation,at no additional cost during the Term. 7. EXCLUSIONS The following exclusions apply to this Agreement; a) Systems or components have been altered in any manner b) Systems or components have been misused or abused or are not in compliance with laws and ordinances c) Systems or components that have been operated under other than normal working conditions d) Systems or components that have not been properly maintained in accordance with industry standards, Duncan instructions and manuals and related specification d) Systems or components that have been damaged, lost or stolen at any time e) Customer-required changes or upgrades due to changes in Customer operating environment, operating system, network software or installing new PC hardware f) Non-Duncan equipment even if purchased through Duncan or compatible with Duncan hardware and software DUNCAN IS NOT RESPONSIBLE FOR THE INSTALLATION, MAINTENANCE OR SUPPORT FOR THE MS WINDOWS OPERATING SYSTEMS,ORACLE DATA BASE SERVER SOFTWARE OR ANY OTHER THIRD PARTY SOFTWARE OR HARDWARE. 8. MISCELLANEOUS a) If any provision of this Agreement is held invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way; and the Parties shall negotiate in good faith to add a provision that is valid, legal and enforceable and carries out the Parties' intentions to the greatest lawful extent under this Agreement. b) In the case of a force majeure event, Duncan shall not be responsible for any delays in performance under this Agreement. c) In no event will Duncan be liable for any consequential, indirect, special, incidental or punitive damages, regardless of the form of action,whether in an agreement,tort,strict product liability or otherwise,even if advised of the possibility of such damages and even if the damages were foreseeable. Duncan's liability to the other arising out of or related to this Agreement will not exceed the total price paid by Customer for the service under this Agreement. d) Customer hereby indemnifies and holds harmless Duncan and its affiliates,employees, agents and representatives from any and all claims, actions,suits, proceedings, costs,expenses, damages and liabilities, including reasonable attorney's fees and costs, all arising out of or connected with or resulting from Customer's use or possession of Duncan products and services. e) Customer may not assign any of its rights or obligations under this Agreement whether by merger, consolidation, dissolution, operation of law, or any other manner, without the express written consent of Duncan. Page 2 of 4 Rev 2012 05 18 100k f) Any notice or payment to Duncan under this Agreement shall be made to the following address: DPTI Contracts Department 633 W. Wisconsin Avenue,Suite 1600 Milwaukee,WI 53203 email: contracts @DuncanSolutions.com fax: (866)449-7575 g) This Agreement constitutes the entire understanding between the Parties on the subject matter hereof and it shall not be amended, altered or changed except by amendment in writing signed by the Parties hereto.Any executed copy shall be considered as original and valid. h) This Agreement is governed by and subject to the laws of the State of Georgia without regard to any conflict of laws provisions. IN WITNESS WHEREOF,the Parties have executed this Agreement; Customer Name: City of Tybee Island Signature Printed Name Title Date Contact Name (if different than above) Contact email address Contact telephone DUNCAN PARKING TECHNOLOGIES, INC. Signature Printed Name Title Date Page 3 of 4 Rev 2012 05 18 100k City of Tybee Island Page 4 of 4 Period to Be Covered By This Maintenance Agreement From: 11/01/2013 To: 10/31/2014 Articles Covered by Agreement Serial Number (s) for USB-F 5097 5417 Maintenance fee each $50 . 00 Quantity 2 Sub Total $100 . 00 AutoISSUE Software Sub Total $1, 300 . 00 Total $1,400 . 00 *The annual maintenance fees are the current fees and are good for the term of this agreement (12 months) . Maintenance fees are subject to increase without notice and the next renewal of the annual agreement would be adjusted according to the new fees.