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R91-145RESOLUTION NO. Rgl-/~ A RESOLUTION~ OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE A CERTAIN SERVICE AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND HI-TECH ASSISTANCE CORP. TO ESTABLISH AN ANNUAL MAINTENANCE CONTRACT FOR PERSONAL COMPUTER/PRINTER EQUIPMENT, INCLUbING PREVENTATIVE AND uNSCHEDULED MAINTENANCE; A COPY OF SAID AGREEMENT IS ATTACHED HERETO AS EXHIBIT "A"; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission of the City of Boynton Beach has determined that it is in the best interests of the 2itizens and residents of the City to enter into an Rgreement with Hi-Tech Assistance Corp., to establish an ~nnual maintenance contract for personal computer/printer ~quipment, including preventative and unscheduled ~aintenance; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION THE CIT~OF BO~NTON BEACH, FLORIDA THAT: Section 1. The Mayor and City Clerk are hereby authorized and directed to execute a certain Service ~greement between the City of Boynton Beach, Florida and ~i-Tech Assistance Corp., said agreement bein~ attached hereto as Exhibit "A". Section 2. This Resolution shall take effect immediately upon passage. PASSED AND ADOPTED this J day of September, 1991. CITY OF BOYNTON BEACH, FLORIDA iTTEST: iCCrporat? seal ) City Of Boynton Beach 20th Avenue ~-Fbrt Lauderdale, Florida 33309 (30,5) 977-7077 Service Agreement This SERVICE AGREEMENT [hereinafter 'Agr'eement") is entered into by and between Customer' .a, nd ,H,,i-Tech Assistance Corp, a Florida Corporation (hereinafter H'¢~:,) having its principle place of business at 6826 N.W: 20th Avenue. Fort Lauderdale. Florida 33309. Subject to the terms eno conditions hereinafter set thdh. the CUSTOMER 100'East Boynton BeaCh Blvdo - StreetAddress Boynton Beach FL 33425-0310 ~ Stye ZiP ~/01/t9gl ~398 DATE SER¥1CE AGREEMENT NUMBER parties hereto 3ereby agree as follows: 1. TERM: This agreement shad become effective on the date HTA without receiving HT/~'s pnor written approval; the cormection ~hmwn ~hove ;hereinafter "Effective Date"), ahd, unless sooner of Equipment' by mechanical or electrical means to anOther machine ~'~'r~;i~'at;~ a; [~er~inafter previde~ shall remain in tull force and 0rdevi~e;,o~'th~phy$ical inaccesEibilityef Equipment; effect forl an inidal term of one (1) year from such date (hereinafter (el Any services id respect',of Software, or Firmware or "InitiaITerm"). any repair of any damage to Equipment nausea o¥ Software or F rmware, ncluding improper programing and 2, AUTOMATIC RENEWAL: Upon expiration of me init. iai ;Term this. Agf~eement shall a~QtematcaltY`be e~tended on a year-to- year basis'unl;ess nine~ (90) days pror to the e:~pirat on date o~ the Initi-a[ Term or: any ~zt.~nded term 'a party Hereto gives written not ce te the ether party of its ,term[nation of this Agreement as of such expiratiC3 date.i - - S; MAtN~ENAtiIOE: PERIOD.' A Maintenance ~eriod [s,4th~ time, fror~;t b~ Eff~btiye Date ,to .the expiration of the btling,,, petio-.,o time as specified'in Exhibit A. 4. NIAI~ENANCE SEP. VIOE: H;'FA shall perform "Covered MaJntenc~nce~.in re,,s?e_ct of ~h,,e, equipment iidentified in ExhitJit A hereto.(here,ba~ter ?Equipmeht');and, Billable Call Maintenance as ~"~..rei'naftar defined. 5 ,,, ~C_O,~ERED MAtN~i'ENANCE: The term "covered alnten~ce' ~as Lts~d herein, means th~ periodic maintenance HTA ~.~ ~e~ns re~,s~na~ly appropriate end n~dessary to keep Customer's ~quipment 0[~erat{ng end all dmcall~remedial maintenance perfo~;m,e,d by HTA hereunder with respect to the Equipment dudeg H~As normal work ~g hours on e non-ti0[iday weekdays Monday through Fddav or as ~therwise soecified in E×~Ibit' A. For the eu~oos~s of this Agreement, "holiday" shall mea~ anyNational Hohdey. 6. BILl,ABLE CALL MAIHTENANCE: As used herein ~'Biilable Gait Maintenance" means any maintenance, other than Covered Ma[ntenance, performed by HTA and includes, but is not imited to the'follow{ng types of maintenance: (al Wbrk requested by Customer for rearrangement· such as additiona~ w~rmg, moving other equipment or cables, relocating Equipment or repairing a previously prepared s~re or station to make it operational; (b Electrical workextarnal to the eauipment: (c) Refinishing of Equipment: (d) Adding or removing accessones, attachments or other devices: (el Work on the Eouipment caused by maintenance or repair oedarmed by other than authorized HTA personnel; or resulting from imeroear oeerazton Dy Customer eersonneh and (fl Specific requeste from Customer for maintenance in addition to Covered Maintenance requirements. (gl Failure of customer to provide access to Equipment · within 15 Mi riutes of the arrival of HTA eersonneL 7. EXCLUSIONS FROM COVERED MAINTENANCE, Covered Maintenance does not include: (al; Maintenance of accessories, attachments, supplies, ,, m. achinec or other day cas that are not Equipment items -= (b) Raper of damage not caused by HTA, including ithout limitation, damage resulting from accident, transoortetion, pogiect, or misuse lightning failure or fiuctuarmn of emctdcal wet air cooditioning or hu~ndty control, teleehone equ preen; or --communicati0n line failure failure of foreign interconnect equipment, use of external materials, such as receict fo~ms, deposit enve opes and currency which do nor adhere ro HTA scecifical OhS or causes other than ordinary use; (c) Spedification changes; (d} Service which ~s impractical for HTA to render because of; alteration in the Equipment made oy persons ct~er than as magnetic tap6 ~ pa,~s 2iacement of ems such e Call Maintenance, at HTA's reelacemem Billable Call Maintenance n which event ; eecome the property of BrA. · 9. PAYMENT: HTA wil~ inv~oice customer in advance for each maintenance pei-od tot Ce:voted Maintenance as specified in Exhibit A Such' nvc(ces may i~cLude pro-rata charges for ~ny Covered Malnter~Ln¢e Qf, Equipment installed during the previous Main;anOnae Period,ar pdar ,to the Effective Date. Aaomximatety Ten (10) days ¢ol owing the Effective Date ct this Agreement, HTA wi nvoice Cucta,mer for~, raa[ntenance service~, if any performed by HTA pr'or ~tb the ci~t~ bo ~vhich this agreement ,becomes e~fect ve f~r whch HTA has no~ ereviousy submi~ed an invoice to Gustemer add t~r Covered Malr~enaoce for the period from me Effec!!ve Date re:the beginning o~ '~he, next Maln(enance Period as specified (n' Exf~ibit A. ~, A Will invoice customer for Billable Call Maintenance: ae'indurred and customer shell pay sucn toro,cas within the,time,spedfied'~ther.~eon. Customer snaL pay invoices for Covered Mantarmnce i~ctudlng any invoices outstanding on the Effective Date of this Agreement, on or prior to;he commencement of the Maintenance Period. tn addition ts any other remedies allowed by law. HTA may assess charges for late payments. 10; CHARG, ES TO CUSTOMERS: : (al [~SPEC~[©N OF EQUIPMENT: I~ Equipment was not beihg immediately m~f~ntained by HTA:prior to the effective date of this agr0e~h;~; it wiJ[ be ,subject to: inst~ection by HTA st its current p[evaihr~, servic~!a,nd~, travel rates, ,All costs necessary to bring Equipment~up to ;H~A s ~¢u~rrent mal~tenanc, e standards will be borr by CUsto~i' and charged at the prevailing service and travel rates. (b) SECURITY~ DEPOSIT: Customer shall pay to HTA a sum equal tO c~n,e_ (1) month's Covered Maintenance charges which shall protebt BrAs investmeht in any Iqaner equipment, sub eot to availability, whiq~ may. be furnished to customer %~hile major reoalrs are being effected. - (C) CHARGES FOR COVERED MAINTENANCE: The applicable rates ~ar Covered Maintenance are set forth in Exhibit A. (d CFiARGES FoR BILLABLE CALL MAINTENANCE: The applicable ;rates'for BB(able Call f~alntena~ce are the then current B~able Ga~] Rates in effect for the hour or day such se,vice is pedormed '(hcluding where applicable, night, weekend and, holiday rares). (el CHARGES FOR TRAVEL: Customer shall pay for travel time a;r~ rrave~ expense in connection wit[ Billable Call Malmenance. q:ravel time will be charged to Customer ar the hourly Billable rate in effect for the hour or the day the travel is performed. ~ m~ oth~ o~f ~et ~s p,us ~,iea~e a, .he .men ~r' re~ ra~& ~e Wi[ ~ n0 a~it~onal charge to Cu~omer for if the ~aintena~ is Bi,able Cali M~ntena~e solety b~ause of the hour-or day when ~dormed. (f) TAXES: AIl mcmenance charges are exclusive of applicable feder~, state and local taxes; Customer shall pay. o~ rstmbur~ HTA for any such taxes and,HTA may ~dd such raxes [o the invoice~ Submi~ed to Cu~omerJ g CHARGES FOR EQUIPMENT OR SPECIFICATION CHANGE; Al mai~enance oh~ges are subject to Eauipmem or u~n additio~ of fe~tur~ ~ a~achments theretd. 11. CHANGES FOR CHARGES FOR COVERED MA NTENANCE: HTA may change the charges for Covered Maintenance effective at the beginning of any ~i~ensnce Period Customer mar terminate th s sgreement wthin th[~y (30) days a~er me receipt of the first invoice with changeo charges by giving HTA thi~y (30) days wri~en notice of its intention to terminate, and this such Cu~omer s n~ice to HTA or ~the end of such thidy (30) day boded, whicheve~ las~ occurs. 12. ENGINEERING CHANGES: or ennancemen[s ~vai[able to p~rchasers e maes ~wilable to Customer at HTAs normal ~ H~A's no~a~ ¢30) days a~er moue~ b~ w~t~ Access for g HTA's normal working; hours. ce,screen in the 13 CUSTOMER' RESPONSIB C sets fo~h the toe,risibilities of~ Customer ~ loner unde~akes to pedorm, and the pedormance of w~ch by Customer's employees shstl be deemed to be au~odzed maintenan~ for 14. DISCLAIMER OF WARRANTY: HTA m~es no warranty of any ~nd, ex,ross or impfied, inctudmg without limitation, any warramy of merchantability or fitness for a pa¢ucu/ar pur~se with 15. LIMITATION OF LIABILI~: Customer agrees that HTA'S total liability 3ereunaer ncluding but not limited to. any alleged negligence of HTA shall not exceed the amount paid for Covered Maintenance by Customer a~nburabie, to the aa~icuiar unit of Equipment directly nvolv~ for the three (3) months immediately proceeding ins o~urrence giving rise to any claim by Customer. In no event will HTA ~ fiable for any incidental or conseouential damages, including, without limita~o~, loss of use, from Eeuipmenr or any a~liated ~m~nents. or fiabfli~ to third patios, hOWeVer caused, whether by the neg#gence of HTA or otherwise. 16. FORCE MAJEURE: HTA shall not be Iiable for any delay or failure by HTA to D'edorm its obligations under this agreement or beyond the reachable co~rol of HTA, including but n~ limited to iabor d~sautes, strikes; other lair or industrial disturbances, acts of God. floods, lightnmg, sho~ages of ~aterials. 'ationing, utility or regulations or orders of any government, agenc~ or su~ivision thereof, or temporaw unavailabili~ of qualified se~ce per~nnel az HTA s offme du~ to sew~ce call(s) received before Customer's call 17. TERMINA~ON FOR BANKRUPTCY: HTA shall nave me r,gn[ at is option to terminate this Agreement by wd~en notice to Customer ~n the event: (i) of an asslgnmen~ Dy Customer for the benefit of creditors; (ii) of CustomeCs admi~ed insolvency; (iii) of Customer's dissolution or loss of character by fodeiture; (iv) Cu~omer is adjudged bankrupt or in~lvent by a United States ~u~ of ~moetent jud~i~ion; (v) a trustee receiver is appointed ;8. TERMINATION FOR NON-PAY,~EN~T: n e. oe,t~on any other remes~s HTA may nave hereunder or at taw. '.H.7:A m~y termmate th~s agreement at any.t~r'~e by wri~en notice f~,. payment:~f any amount due fo: secv~ce irwoioed ~,qd rer~ciered under this Agreement. ,~ 19. NOTICES: Any not,ce, request, instruction or Ir document pertaining to this Agreement shall be in .wnt~ng delivered personstly or sent by U.S. Certified Mail, postag~ pre and addressed as follows: f to HTA: Hi~TechAssistance Corooration Contract Administrator 6826 N.W. 20th Avenue Ft. L~uderdale. Fled(fa 33309 ]~ to Customer: Either oar~y may change the address to which the notice is to be sen oy giving written notice thereof to the order part7. 20. GENERAL: This agreemem sna~l be governed by the laws of the State of Florida and constitutes the entire agreement between the 3arzles hereto with respect to maintenance of Equipment end shall supersede all prevtous or contemporaneous negotiations, comm~tmems, and writings with respect to matters est forth herein. ~t may on~y 2e modified by a writing signed Dy authorized representatives of both parties. The terms and provis~ons of this Agreement sna~ oreva[I .over any conflicting, additional or other ferns appear ng on any purchase order submitted by Custqmer any time. Neither this agreement nor any rights hereunder assigned or otherwise transferred by either carry, excee~ t¢ [~y corporation controlled by or under common control Wit) assigning pa~y, or in connection' with the acquisition of, s~.-.~of substantially a~t of. ins assets or the business to which this agreemen[ pertains. CUSTOMER.// / ' .(Signature) Arline Weiner (Printed or Typed Name) Mayor 9/3/91 (Title) /.:f/ (Date) APPRO¥' ~ ~O F 'R~. HI-TECH ASSIST O . ;' By: th riz d ignature) 9/3/91 Date