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ANNUAL MAINTENANCE AGREEMENTQUALIFIED SYSTEMS CONTRACTING INC. Annual Maintenance Agreement This maintenance contract (Hereinafter called the "Agreement") entered into by QUALIFIED SYSTEMS CONTRACTING, INC. (Hereinafter called "QUALIFIED SYSTEMS") and: Customer Name: CITY OF CLEARWATER Customer Address: 100 SOUTH MYRTLE AVENUE Customer Contact: DAN MAYER, DIRECTOR ANGIE ALDRICH, INFORMATION TECHNOLOGY DEPT. Customer Phone: (727) 562-4662 (727) 562-4656 (Hereinafter called the "Customer") is effective as of 01 OCTOBER 2010 and shall encompass the following: 1. QUALIFIED SYSTEMS agrees to maintain in operable condition, all the components of the security systems at the locations shown on the attached Addendum 'A". Please refer to Addendum "B" for equipment covered under this agreement. A. THIS AGREEMENT ONLY COVERS THE SECURITY EQUIPMENT SPECIFICALLY OUTLINED ON ADDENDUM "B". EQUIPMENT SPECIFICALLY NOT COVERED INCLUDES: • CITY SUPPLIED & MAINTAINED ELECTRIC LOCKS AT THE POLICE HEADQUARTERS. • CITY SUPPLIED & MAINTAINED SERVER & CLIENT WORKSTATIONS. • CITY NETWORK EQUIPMENT (ROUTERS, SWITCHES) USED FOR SYSTEM COMMUNICATION. • DETENTION AREA LOCKING HARDWARE @ POLICE HEADQUARTERS. • ELECTRIC PANIC LOCKING HARDWARE @ CITY HALL. • UTC VIDEO SYSTEM SOFTWARE, HARDWARE AND CAMERAS. • EQUIPMENT AT SITES NOT LISTED IN ADDENDUM A. B. THIS AGREEMENT INCLUDES MANUFACTURERS ANNUAL SOFTWARE SUPPORT AGREEMENT (SSA). (*Excluding labor time for technician onsite to install upgrades. To be provided on a time and materials basis only per the most recent labor rate schedule.) • WXLISSAENTSERV: FcWnx Server Software License Base • WXLlSSARDRLIC0256CAP: Reader Capacity upgrade to 256 Readers • WXLISSASWOPTPHOTOID: Integrated PhotolD Client (x3) • WXLISSACAMLI00064CAP: FcWnx Camera Capacity Increase to 64 Cameras i. (Note: This does NOT include the IP video server software or clients. Only the FcWnx plug in.) • WXLISSASWOPT-001CLNT. FcWnx Single Client Workstation License (x6) C. THIS AGREEMENT INCLUDES 24/7 SUPPORT (INCLUDING HOLIDAYS) FOR ALL PARTS & LABOR. D. THIS AGREEMENT INCLUDES FIXED LABOR RATES FOR ALL SERVICE AND INSTALLATION WORK NOT COVERED UNDER THIS AGREEMENT. SEE ATTACHMENT. QUALIFIED SYSTEMS CONTRACTING INC. (a) QUALIFIED SYSTEMS Standard Maintenance Contract as defined in this Agreement consists of ALL PARTS - ALL LABOR with all work performed during regular work hours (8:00 am to 5:00 p.m.) Monday through Friday except holidays. (b) QUALIFIED SYSTEMS Maintenance Contract includes: all service calls, bench work not covered by manufacturer's warranties, and cost of labor necessary for the operation of the equipment described on said attachment. (c) QUALIFIED SYSTEMS Technicians will provide PRIORITY SERVICE response for all Maintenance Agreement clients within (8) business hours of QUALIFIED SYSTEMS receipt of service call. (d) QUALIFIED SYSTEMS will provide Guaranteed Service Resolution within (24) hours, to ensure minimum system downtime. Resolution includes service replacement "Loaners" or new Equipment based on availability and nature of service requirements. (e) QUALIFIED SYSTEMS will provide 24-hour Technical Support for all non emergency technical questions. 3. Service requested by the Customer for work not covered by this Agreement or for work during hours not covered by this Agreement will be billed to the Customer at QUALIFIED SYSTEMS special maintenance contract labor rates for the City of Clearwater in effect on the date of service, plus parts. 4. This Agreement shall be paid for a period of twelve (121 months with a monthly payment of $1,780.30 paid quarterly in advance from Oct 1, 2010 thru September 30, 2011. The total amount of this agreement is $21,363.60. QUALIFIED SYSTEMS will send an invoice to the Customer in accordance with the above payment schedule. The terms of all invoices will be net ten (10) days. Invoices not paid within thirty (30) days after receipt shall result in the cessation of maintenance services until payment is received. Service shall resume the same day payment is received. No credit shall be given for days which no service was performed due to late payment. Prices set forth above do not include any sales tax, use excise personal property or other similar taxes or any fees or assessments applicable to the maintenance or use of equipment or licensing of Software. Customer will either pay or reimburse for amounts paid by QUALIFIED SYSTEMS for any taxes, however designated hereinafter levied, imposed or based on the maintenance or use of equipment or Software, including federal, state and local privilege, excise or personal property taxes. Should any taxing authority change the tax rate percentages during this Agreement, the Customer will pay the new tax rate. 6. This Agreement does not apply to expendable supplies, such as, but not limited to, video tapes, access control system cards, printer paper, and printer ribbons, nor does it apply to damage to equipment, damage to premises or other damage or injury resulting from misuse or abuse of the equipment or failure to follow operating instructions furnished by the manufacturer of the equipment. This Agreement does not include service calls or repairs caused by damage resulting from maladjustment, lightning, vandalism, settling of walls or foundations, malfunctions caused by work performed by other than a QUALIFIED SYSTEMS representative, failure of foreign interconnection equipment, riots, civil disorders, acts of God, fire, flood or other casualty. QUALIFIED SYSUM CONTRACTING INC. Further, this Agreement does not apply: To any malfunction or breakdown of equipment which is not installed to the manufacturer's specifications; To equipment which utilizes supplies or expendable items such as, but not limited to, video tapes, access control system cards, ribbons or journal paper which do not meet manufacturer's specifications; To any equipment not included on the attached equipment list; or to equipment which is attached to, wired or connected to the equipment listed on the attached equipment list. Customer agrees that the attachment wiring or connection of any such equipment which, as deemed by QUALIFIED SYSTEMS affects the tolerance or proper function of said equipment, may cause termination of this Agreement or an adjustment of the payment amount. Customer agrees not to modify equipment nor to use additional devices or attachments with the equipment without proper written consent of QUALIFIED SYSTEMS. 8. This Agreement does not apply to repair or maintenance of 110V A/C power or interconnecting cable, or service calls caused by power failures. QUALIFIED SYSTEMS is in no manner responsible for providing normal electric current and standard electrical outlets convenient to the mounting place of any unit required to be serviced under this Agreement. 9. QUALIFIED SYSTEMS shall make every reasonable effort to obtain replacement parts that are required for the operation of the equipment under this Agreement. However, QUALIFIED SYSTEMS is not responsible for any loss of use of the equipment maintained under this Agreement because of delays in obtaining parts beyond the control of QUALIFIED SYSTEMS and no adjustment in the rates charged or length of this Agreement will be made for such delays which are beyond the control of QUALIFIED SYSTEMS. In no event will QUALIFIED SYSTEMS be liable for any incidental or consequential damages arising out of the system problems or failure, including without limitations, but not limited to, loss of use, profit, or theft of property owned by and/or located at Customer's premises. 10. Replaced parts necessary to repair of equipment owned by Customer and covered by this Agreement shall become the property of QUALIFIED SYSTEMS. 11. This agreement does NOT include labor to install software upgrades and other releases by the manufacturer and patches and updates required by the integrated video system. (The SSA, which is included, DOES cover the purchase of all patches, releases and upgrades from the manufacturer, as released.) This labor will be on a time and materials basis and billed at QUALIFIED SYSTEMS agreed upon labor rates for technical programmers. 12. In the event that it is no longer economically feasible to repair a piece of equipment (system component, i.e. lens, camera, VCR, monitor) due to age, environment, etc. QUALIFIED SYSTEMS will suggest that you purchase a new one from any source you choose. 13. QUALIFIED SYSTEMS CONTRACTING, INC. COVENANTS AND AGREES TO RENDER THE SERVICE AND FURNISH THE PARTS ON THE DESCRIBED EQUIPMENT ONLY AND QUALIFIED SYSTEMS CONTRACTING, INC. MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WHICH EXTENDS BEYOND THE DESCRIPTIONS CONTAINED HEREIN. QUALIFIED SYSTEMS CONTRACTING, INC. EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE VALUE, DESIGN, CONDITION, MERCHANT ABILITY OR FITNESS FOR USE OF ANY OF THE PROPERTY. QUALIFIED SYSTEMS CONTRACTING, INC. SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED TO ANY PERSON OR PROSPERITY WHICH THE SYSTEM MAY BE DESIGNED TO DETER, AVERT OR PROTECT AGAINST. QUALIFIED SYSTEEIS CONTRACI'IIdG} INC. 14. Customer agrees to indemnify QUALIFIED SYSTEMS and hold them harmless from any and all claims for the above and for claims by third parties, including attorney's fees that arise out of Customer's possession and/or use of the equipment covered by this Agreement. In the event a court of competent jurisdiction rules that any limitation of QUALIFIED SYSTEMS liability under this Agreement is not enforceable as contrary to public policy or otherwise. Customer agrees that the maximum liability which may be claimed against QUALIFIED SYSTEMS SHALL BE LIMITED TO AN AMOUNT EQUAL TO TWO MONTHS PAYMENTS FOR THE MAINTENANCE SERVICES COVERED BY THIS AGREEMENT. CUSTOMER has read this Agreement and understands all paragraphs are part thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement this /O I-A day ofr20 /D luD?-? VP la190 IdOlD Qualified Systems Contracting, Inc. Title CITY OF CLEARWATER, FLORIDA By: CyrB?•w? William B. Horne II City Manager Ap roved as to form: dd - -li-L Leslie Dougall-5 e Assistant City Attorney City Clerk D Date: 2?agm /Q 12010 QUALIFIED SYSTEMS CONTItACTII1IG INC. Maintenance Contract Labor Rates: Qualified Systems Contracting, Inc. is a Florida for Profit Corporation engaged in low voltage electrical security systems contracting. Our core business activity is the installation and service of Access Control, ID Credentials (employee photo badging), CCTV Video Surveillance, Audio / Video Intercom Systems and Fire / Burglar alarm systems with Central Station Monitoring. We specialize in Commercial / Industrial high end systems integration and advanced troubleshooting. The following is Qualified Systems Contracting, Inc. special labor rates for the CITY OF CLEARWATER effective Oct 1, 2010 and valid thru September 30, 2011. Normal Working Hours: (8:00am - 5:0 pm Monday thru FridM. Installation Labor ....................................................................... $65.00 per hour Project Management ................................................................... $95.00 per hour Service ........................................................................................... $95.00 per hour (see note 1) Technical Specialist (Network & programming) .................... Night, Weekends & Holidays: Installation ........................................................ Service .............................................................. Notes: $95.00 per hour $95.00 per hour $125.00 per hour (see note 2) 1. NO trip charge. 2. All after hour's service calls are two hour minimum. 3. Additional travel charges may apply for locations more than 2 hours away from main office. Clarifications will be provided prior to any additional charges being applied.