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HomeMy WebLinkAbout5214Contract Number: Vendor Sub�ect Department File Class: Begin Date: End Date Review Date Vault Date 5214 DUNCAN PARKING TECHNOLOGIES, INC Maintenance Agreement City Clerk LEG 12-1 10/1/2012 9/30/2013 2015 Comments • MAINTENACE AGREEMENT No. 09272012-142 This Maintenance Agreement (Agreement}, made effectave this 1STday of Qctober, 2012 by and between City of Bremerton, 345 6 Street Ste 600, Bremerton, WA 98337 (Customer) and Duncan Parking TechnoEogies, Inc {Duncan) Duntan and Customer each may each be referred to individually as Party and together as Parties This Agreement gaverns ail work performed by any affil�ate of Duncan 1. TERM This Agreement terminates twefve (12f calendar months after the effective date listed above 2. INVOICING ANb PAYMENT Duncan shall invoice Custorrter for amount due Ful! payment of �nvoice is due thirty (30) days from date of invoice 3. TERMINATION Duncan, at rts sole discretion may offer a repair quotation or may terminate this Agreement under the following conditions a} System or its eomponents have been aftered in any manner, ar b) System or �ts components have been m�sused or abused or aperated under other than normal working conditions, or c) System ar its camponents have been damaged, lost or stolen In the case of terminatron 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 termmate this Agreement upon written notice to Duncan Refund to Customer under Customer termination is at Duncan's sole discretion 4. REPAIRS Customer wilf receive h�ghest priority basis available for repa�r work requ�red DUNCAN will repair (or replace it at our discretion) any unit and return it with�n two (2) calendar weeks from the date received at the appropriate Duncan facifity under a valid RMA number In order to accomplish warranty repa�rs Customer shall, a} Call the engineer�ng serv�ce center at (76U) 945-9893 #a report and rece�ve consultation on the probiem, and b) Where Duncan determines an rtem must be returned for mspection or repair, obta+n a Return Material Authorizat�on (RMA} number issued by the DUNCAN Engineermg Service Center, and c) Sh�p the item, postage pard SECOND DAY AIR, appropriately packaged for shipment wtth the RMA number included �nside and clearly marked on the outs�de of the package to, Duncan Parking Technologies, Inc 5924 Balfour Court Suite 102 Carisbad, CA 92008 Customer understands and acknowledges that remote internet access to Customer AutoCITE or AutoTRAX PC is avai(able to Duncan for anrtial diagnosis Where Duncan determ�nes that a warranty issue cannot be resolved by Celephone, remote access, or repair of the affected cornponent, on-site assistance may be available at Customer location provided Customer agrees to separate, on consultation terms and condit�ons Customer is responsible for aEl sh�pping costs to the Duncan Engineering Servrce Center Failure to obta�n an RMA number and indicate it on any returned item may cause shipment to be refused or processing de(ayed Page 1 of 4 Rev 2022 05 18 100c 5. REPLACMENT EQUIPMENT Upon request and provided appropr�ate replacements are currently manufactured and availabEe, Duncan w�fl provide temporary repiacement product at no add�tiona! cost while repairs are being completed Return of any temporary replacement unit ta Duncan wil! be made by Customer postage paid SECONp pAY AIR within the same day the repaired item is received by Customer 6. 50FTWARE UPGRADES Software upgrades or enhancements (Fix} may be installed at Duncan's sole discret�on to repair a problem or correct system operation, at no additional cost during the 7erm EXCLUSIONS The foliawing exclusions apply to this Agreement, a) Systems or components have been aftered in any manner b} Systems or components have been misusecE or abused or are not in compliance with laws and ordinances cJ Systems or components that have been operated under other than normal working conditions dj 5ystems or components that have not been properly mainta�ned in accordance with industry standards, Duncan inst�uctions and rnanuals and related speafication d) Systems ar components that have been damaged, lost or stofen 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 compatibfe with Duncan hardware and saftware DUNCAN IS NOT RESPONSIBLE FOR THE INSTALLATION, MAINTENANCE OR SUPPORT FOR THE MS WINDOWS OPERATING SYSTEMS, ORACLE DATA BASE SERVER SUFTWARE OR ANY OTHER THIRD PARTY SOFTWARE OR HARbWARE. 8. MISCELLAMEOUS a} ff any provision of this Agreement Es held �nvalid, illegal or unenforceable, the validity, legality and enforceabiEity of the remaimng provis�ons of th�s Agreement are not affected or impaired in any way, and the Parties shall negotiate in good faith to add a pravision that Es val�d, legal and enforceable and carries out the Part�es' intentions to the greatest lawful extent under this Agreement b) In the case of a force ma�eure event, Duncan shall not be respons�ble for any delays in performance under this Agreement c) In no event wiil Duncan be liable for any consequentiai, indirect, specaal, incidental or punitrve damages, regardless of the form of action, whether in an agreement, tort strict product Irability or otherwise, even if advised of the passEbFlity of such damages and even �f the damages were foreseeable Duncan's liability to the other arismg out of or related to this Agreement will not exceed the tatal prace paid by Customer for the service under th�s Agreement d} Customer hereby indemnif�es and holds harmiess Duncan and its affiliates, employees, agents and representat�ves from any and ail claims, actions, suits, proceedings, costs, expenses, damages and IiabElfties, including reasonab{e attorney's fees and costs, all arising out of or connected with or result�ng 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 100c f) Any not�ce or payment to Duncan under this Agreemen# shall be made to the following address DPTI Contracts Department g) h} 633 W Wisconsrn Avenue, Suite 1600 M►Iwaukee, W! 53203 emad contracts@DuncanSolutions com fdx (866) �9-7575 This Agreement const�tutes fihe entire understanding between the Parties on the sub�ect 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 originaf and valid This Agreement is governed by and sub�ect to the laws o# the State of Wisconsin without regard to any conflict of laws provisions IN WITNESS WHEREOF, the Parties have executed th�s Agreement, Customer Name: Customer Address. Signature City of Bremertan 345 6` Street Ste 600 Bremerton, WA 98337 �r�. � �� q '� 0 ,� Printed Name J�C��')ll`( � �'`(SL'r` j� T�tle ` �ii����� � �/�G'4/'�c'dGc [ �.�r''y 11cF S. Date �'��/:� DUNCAN PARKING TECHNOLOGIES, INC � Digrcally signed by Michael W Smkinson `��� ` _����� ; DN cn=Michael W Sinkmson o=Duncan Park�ng �� y�� , �'�Technologies, Inc, ou=Duncan Parking Technologies, A --emad=msmkmson@duncansalutwns com, c=US Signature r ^ Date 2013 01 09 14 57 56-08 00 Pr�nted Name TrtEe Date Michael W Sinkinson Vice President, operations 01/09/2013 Page 3 of 4 Rev 2012 OS 18100c City of Bremerton Perzod to Be Covered By This Mazntenance Agreement From. 10/01/2012 To: 09/30/2013 Articies Covered by Agreement Serial Number(s} for NPMST 2956 Maintenance fee each Quantity Su.b Total Serzal Number(s) for S3AT b6089 66092 66093 66099 Maintenance fee each Quantity Sub 1'otal AutoISSUE Software Sub Total Total Page 4 of 4 $30.00 I $30 00 $400.00 4 51600 00 $600.00 $2,230.00 *The ae�nual rnaantenai�ce fees are the c�rr�nt fees and are good for the term of thss agreem�nt (12 rnonths} Maintenance fees are sub�ect to increase without r�atice and th� next ren�wal of the anraual agreemer�t would be ad�usted accozdzng to the new fees IMPORTAN7"-READ CAREFULIY DUNCAN 15 WILLtNG TO I.tCENSE 50FTWARE, DATA, WEB SERVICES, OR DOCUMENTATION 70 LiCEN5EE ONI.Y IF LICENSEE ACCEPTS ALL TERMS AND CONDITIONS CONTAINED IN THIS 410ENSE AGREEMENT. PLEASE READ 7hiE 7'ERMS AND CONDITIONS CAREFUltY IF YDU DQ NOT AGREE TO TNE TERMS AND CONDITIONS AS 57A7ED, THEN DUNCANIS UNWILLiNG TO LICENSE SOFTWARE, DATA, WE8 SERVICES, OR DOCUMEN7ATlON TO YOU UCENSE AGREEMENT This L�cense Agreement is between Licensee, as defined on the signature page of this License Agreement and Duntan 5olutions, Inc , its ent�t�es and affiliates ("Duncan"), a California corparation with a place af business at 633 West Wisconsin Avenue Suite 1600, Mdwaukee, WPsconsin 53203 USA ARTiCLE 1-DEfINITIONS Defimt�ons. The terms used are definecf as follows• a"Beta" means any alpha, beta, or prerelease Software, Data, Documentat�on, or Web Services b"Data" means any Quncan orthird-party d�gital cfataset(s� licensed under this License Agreement c"Documentation" means alE prmted and dig�#al mater�als mcluding, but not Hmited to, help files, user reference documentatron, trammg documentation, or technica{ �nformation and briefings. d"Samples" means sample code, sample applications, acld-ans, or sample extensions of Software, Data, Documentation, or Web Services e"Software" means al1 or any portion of Duncan's sofEware or firmware technology accessed or downloaded #rom authorized Web siie or delivered on any med�a in any format inciuding backups, upda#es, service packs, patches, fixes, or permitted merged copies f"Term License" means Iicense provicled for use En a I�mrted time per�od or on a subscrspt�on or#ransactian bas�s g"Web Services" means software servlces or Duncan or third-party data provided by Duncan that perFarm tunctions, tasks, or data serv�ces and are accessed overthe Internet ARTICLE Z-INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP Software, Data, Web Services, and Documentation are t�censed and not sold Duncan and ifis licensors own Software, �ata, Web Services, and Documentatian and all copies, protected by Un�ted States and applicable intemational laws, treaties, and conventians regardmg mtellectual property and prapnetary rights mc{uding trade secrets Licensee agrees to use reasonable means to protect Software, Data, Web Services, and Documentation from uneuthorized use, reproduct�on, distri6ution, or publication Duncan and its th�rd-party I�censors reserve all rights not specif�cal(y granted �n this License Agreement mcluding the right to change and improve Web Services ARTICLE 3-GRANT OF UCENSE 3 1 Grant of L�cense Sub�ett to the terms of this License Agreement, Duncan grants #o Lrcensee a personal, nonexclusive, nontransferable license to use Duncan software for Licensee's own interna! use, and +n accordance with the terms and conditions af this Llcense Agreement Access and use of any secure Duncan Web site resources made avaslable to Licensee is for Licensee's own internal use, provided that Licensee follows Duncan's terms of use policy specified there�n Ali password or controlled access informattnn provEded by Duncan or its authorized distributor shali be treated as Duncan confidentta[ information AftTICLE 4-SCOPE QF USE 41 Uses Not Permitted a Except as provided herem, Luensee sha11 not sell, rent, lease, sublicense, lend, assign, or t�me-share Software, Data, Web Services, or Documentation Licensee shali not act as a serv�ce bureau or cammerciat applicatwn servsce provider (ASPj that a[lows thi�d-party access to 5oftware, Data, Weh Services, and Page 1 af 4 QUALITY AND PERFORMANCE OF THE SAMPLES, HOT FIXES, AND PATCHES 5 4 Exclusive Remedy Licensee's exclusive remedy and Duncan's entire liability for breach of the tim�ted warranties set forth �n this Article 6 is limited, at Duncan's sole d�scretEOn, to replacement of aay defective media ARTICLE 7-tIMITATION OF LIABILITY 7 1 D�sctaimer of Certa�n Types of Liabibty DUNCAN AND ITS LIC�NSORS SHALL NOT B� LIABLE TQ LICENSEE FQR COSTS OF PRQCUREMENT OF SUBSTITUTE GOOQS OR SERVICES, LOST PROFiTS, LOST SA4E5, OR BUSINESS EXPENDiTURES; INVESTMENTS, BU5INESS COMMITMENTS, L05S OF ANY GOODWILL, OR FOR ANY 1NDlRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF SOFTWARE, DATA, W£B SERVICE5, OR DOCUMENTATION, HOWEVER CAUSED ON ANY THEORY OF LIABILI7Y, WHETHER C?R NOT DUNCAN OR fTS LiCENSORS HAVE BEEN AOVISED Of THE PQSSIBILITY OF SUCH f3AMAGE TWESE LIMITATION5 SHALI APPLY NOTWITHSTAN[?(NG ANY FAtLURE OF ESSENTlAL PURPOSE OF ANY LlMITE� REMEDY 7 2 Genera{ Limitation of L�abllity EXCfPT AS PROVIDED IN ARTICLE 8-lNFRINGEMENT IlVDEMNITY, DUNCAN'S TOTAI CUMUtAT1VE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF AfdY KIND, INCiUDING, BUT NOT LIMITED TO, CONTRACf, TORT (INCLUDING NEGLlGENCE), STRIGT ttABilITY, BREACH OF WARRANTY, MISREPRESEN7ATtON, OR OTMERWISE, SHAIt NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION PURSUANTTQ THIS LICENSE AGREEMENT ARTICi.E 8-1NFRINGEMEIYi' tNDEMNtTY THE EldTIRE OBLIGATION OF DUNCAN WI7N RESPECT TO INFRiNGEMENT OR ALLEGATION OF IlVFRINGEMENTOF INTELIECTUAt PROPERTY RIGHTS UF AtVYTHiRD PARTY IS CEASATION OF USE BY LICENSEE OF THE INFRINGING MATERIAL ARTICLE 9-GENERAL PR�V[SIONS 9 1 Export Control Regulat�ons Licensee expressly acknowiedges and agrees that L�censee shall not expart, reexport, transfer, or release Software, Data, Web Services, or Documentat�on, m whole or m part, to (i) any U S embargoed country orto a national or resident of any U S embargoed country), (u) any pe�son on the U S Treasury Department's list of Specialty Des�gnated Nationals, {in) any persan as entity on the U S Commerce Department's Oen�ed Persons List, Entity List, or Unverified I.�st, or {�v) any person or entity wS�ere such export or reexport v�o{ates any U S export control laws or regufations mcludmg, but not lirnited to, the terms of any export ticense 01` license exemption and any amendments and supplemental additions to U S export laws as they may occur from time #o time 9 2 Taxes and Fees, Shipping Charges License fees quoted to Licensee are exclusive of any and all taxes or fees, includ�ng, but not ltmited to, sales tax, use tax, value-added tax (V AT), customs, duties, or tariffs, and shippmg and handling charges 9 3 No Implied Waivers The fadure of either party to enforce any prov�sion of thss License Agreement shall no# be deemed a waiver of the provis�ons ar of the r�ght of such party #hereafter to enforce any other provision 9 4 5everabi4ity The parties agree that if any provis�on of this License Agreement is held #o be unenforceable for any reason, such provision shal! be reformed onty to the extent necessary to make the intent of the language enforceabte 9 5 Successor and Assigns Ltcensee may not assign, sublicense, ortransfer Licensee's rights or delegate �ts abEigations under this l�cense Agreement without Duntan's priar wr�tten consent, and any attempt to do so without consent sha[I be void Th�s License Agreement shall be bmd�ng upon the respect�ve successors and ass�gns ta thts License Agreement No#withstanding, a government cor�tractorthat has acquired 5oftware, Data, Web Services, or Documentation under contract to the gavernment may assign this Luense Agreement to its government customer upon written not�ce Page 3 of 4 /1 d c ____-., ® DATE(MM/DD/YYYY) �' o CERTIFICATE OF LIABILITY INSURANCE i0/07/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS ' CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to m the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements). c PRODUCER . CONTACT 15 NAME: Aon Risk Services Central, Inc. Milwaukee wI Office (A/CC..Nt o.Eat): (866) 283-7122 FAX No): (800) 363-0105 '16 10700 Research Drive E-MAIL p Suite 450 ADDRESS: I Milwaukee WI 53226 USA INSURER(S)AFFORDING COVERAGE NAIC# 1 INSUREDINSURER A: Charter Oak Fire Ins Co 25615 Duncan Solutions, Inc. INSURER B: Travelers Indemnity Co of America 25666 633 W. Wisconsin Ave Suite #1600 INSURER C: Travelers Property Cas Co of America 25674 Milwaukee WI 53203 USA INSURER D: INSURER E: INSURER F. COVERAGES CERTIFICATE NUMBER:570055532715 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADDL SUBRPOLICY EFF POLICY EXP Vi/VD TYPE OF INSURANCE INSD VD POLICY NUMBER - (MMIDDIYYYY) (MM/DDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 6306D102151 10/10/2013 01/01/2015 EACH OCCURRENCE $1,000,000 CLAIMS-MADE I^I OCCUR DAMAGE TO RENTED $300,000 PREMISES(Ea occurrence) MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY - $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 M —1 POLICY I IPEC n L. LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: r B AUTOMOBILE LIABILITY BA 6D093739 10/10/2013 01/01/2015 COMBINED SINGLE LIMIT $1,000,000 un JEa accident) _ _ .. X ANY AUTO BODILY INJURY(Per person) o z ALL OWNED —SCHEDULED BODILY INJURY(Per accident) N AUTOS AUTOS al —NON-OWNED PROPERTY DAMAGE V HIRED AUTOS (Per accident) ti= _AUTOS C) C X UMBRELLA LIAB X OCCUR HSMCUP6D102151TIL14 10/10/2013 01/01/2015 EACH OCCURRENCE $10,000,000 V SIR applies per policy terns & conditions AGGREGATE $10,000,000 EXCESS LIAB CLAIMS-MADE DED X RETENTION WORKERS COMPENSATION AND PER 0TH- . EMPLOYERS'LIABILITY • YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE If yes,describe under -" DESCRIPTION OF OPERATIONS below - E.L.DISEASE-POLICY LIMIT _ IelL aii DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) -_ a...I dL..N E Qi CERTIFICATE HOLDER CANCELLATION lie_ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Ste! EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE 1- POLICY PROVISIONS. 4-1 is— City City of Bremerton AUTHORIZED REPRESENTATIVE tri Ms Paula Johnson City Clerk Financial Services `�% ,� � ' n� 345 6th Street, St 600 %J�_Q Bremerton WA 98337-1873 USA sberrrd ria ©1988-2014.ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD • AGENCY CUSTOMER ID: 570000036564 LOC#: A /C® ADDITIONAL REMARKS°SCHE®IDLE Page _ of _ AGENCY NAMED INSURED • Aon Risk Services Central, 'Inc. Duncan Solutions, Inc. POLICY NUMBER See Certificate Number: 570055532715 CARRIER NAIC CODE See Certificate Number: 570055532715 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Named Insureds Duncan Solutions, Inc. Enforcement Technology, Inc. Borso Engineering, Inc. Duncan Parking Technologies, Inc, Professional Account Management, LLC • Law Enforcement Systems, LLC. • • ACORD 101(2008101) ©2008 ACORD CORPORATION.All rights reserved. The ACORD';name and logo are registered marks of ACORD