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<br />BUSINESS RECORDS CORPORATION
<br />HARDWARE MAINTENANCE AGREEMENT
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<br />THIS HARDWARE MAINTENANCE AGREEMENT (the "Agreement") is made and entered into this 28th day of September, 1992
<br />by and between Business Records Corporation, a Delaware corporation, having a principal place of business at 1111 West
<br />Mockingbird Lane, Suite 1400 Dallas, Texas 75247 ("BRC") and The City of San Marcos, a Municipal Corporation, having
<br />a principaL pLace of business at 630 E. Hopkins. San Marcos. Texas 78666 ("Customer"). In consideration of the mutual
<br />covenants herein contained, the parties hereby agree as follows:
<br />
<br />1. Term and Termination. This Agreement shall become effective with regard to the computer equipment, hardware,
<br />peripheral equipment and other products described in Exhibit A attached hereto (the "Products") on June 1. 1993, (the
<br />"Commencement Date"), and shall continue annually from the Cornnencement Date, or this Agreement may be terminated by
<br />the parties as follows: (i) immediately upon delivery of written notice by BRC of its intent to terminate, if Customer
<br />shall assign, delegate or otherwise transfer this Agreement or any of its rights or obligations under this Agreement,
<br />(ii) by either party, if that party delivers written notice to the other party that the other party is in breach of this
<br />Agreement and such breach continues unremedied for forty-five (45) days after the delivery of the notice; or (iii) by
<br />either party, if a party delivers written notice to the other party that an assignment has been made of the business
<br />of the other party for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer shall be
<br />appointed to take charge of the property of the other party, or the other party is adjudged a bankrupt, provided such
<br />assignment, appointment or judgement is not remedied or reversed with twenty (20) days of delivery of the notice.
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<br />2. Inspection. BRC shall have the right to inspect any products before BRC's obligations under this Agreement with
<br />respect to any Products shall begin, if such Products are not covered by an agreement that is in force. BRC may perform
<br />such adjustments and repairs as it deems reasonable and necessary to place any Products in good working condition. If
<br />BRC determines, in its sole discretion, that any Product cannot be placed in good working condition, then BRC may exclude
<br />such Products from this Agreement. Customer shall pay BRC for performing such inspection services and for all labor,
<br />materials and adjustments required to place the Product in good working condition, at BRC's then applicable rates for
<br />such services and materials.
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<br />3. Price and Payment. In consideration for this agreement, Customer shall pay BRC the SllllS described below.
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<br />A. An amount equal to the aggregate of the initial maintenance fees on the Products as set forth in Exhibit A.
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<br />B. Any fees or expenses invoiced to Customer by BRC pursuant to Section 2.
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<br />C. If Customer selects any of the options described in Exhibit B as an additional service to be performed by BRC
<br />under this Agreement, then Customer shall pay an additional sum equal to the aggregate of the option fees described
<br />in Exhibit B.
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<br />D. Any import duties or federal, state, municipal or other government excises, sales, use, occupational or similar
<br />taxes, insurance and other fees that BRC must pay as a result of its performance of the Agreement.
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<br />E. The payments described in paragraphs 3.A through 3.0 shall be invoiced to Customer and shall be due within twenty
<br />(20) days of the date such invoice is delivered. If BRC shall not receive a payment from Customer by the date such
<br />payment is due, then Customer shall pay BRC interest on 6uch overdue payment at the highest level of interest
<br />allowed by law. In ac:lclition, Customer agrees to indennify and hold BRC harmless for all costs involved in
<br />collecting overdue payments from Customer.
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<br />4. Responsibilities of BRC.
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<br />A. Subject to the provisions of paragraphs 6 and 8, BRC shall maintain all Products covered by this Agreement in
<br />good working condition. If Customer shall elect to ship the Products to BRC then Customer shall pay all costs of
<br />such shipment to and from the BRC maintenance facility designated by BRC, including any expense for insurance, and
<br />shall bear all risk of loss of or damage to the Products during such shipment. If Customer chooses to have BRC
<br />maintain the Products at Customer's facilities, then Customer shall notify BRC of its request during BRC's normal
<br />working hours by telephone or written communication and Customer shall pay the associated travel expenses described
<br />in Exhibit C if applicable hereto. Notwithstanding the foregoing, an employee or agent of BRC shall make one on
<br />site preventative maintenance inspection of the Products during each 12-month period while this Agreement is in
<br />effect, without charge, for the purpose of inspecting the Products and providing routine maintenance of the Products
<br />if the Product is serviced on site as part of the contract. If the Product is depot repair, the preventive
<br />maintenance is done at BRC facility.
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<br />B. Subject to the provisions of paragraphs 6 and 8, BRC shall supply all parts necessary to maintain Products in
<br />good working condition, free of charge. All parts supplied by BRC shall be either new standard parts or parts of
<br />reasonable quality, and shall be substituted and exchanged for the old parts which shall become the property of BRC.
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