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R-2021-257 - 9/23/2021 RESOLUTION NO. R-2021-257 WHEREAS, the City of Round Rock ("City") desires to purchase an automated material handling system for the City's library; and WHEREAS, Section 252.022(4) of the Texas Local Government states that expenditures for items available from only one source are exempt from competitive bidding requirements; and WHEREAS, Tech Logic Corporation is the sole source distributor for these goods and services, as shown in Exhibit"A," and incorporated herein for all purposes; and WHEREAS, the City desires to enter into an Agreement with Tech Logic Corporation to purchase an automated material handling system for the library,Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for an Automated Material Handling System with Tech Logic Corporation, a copy of same being attached hereto as Exhibit`B" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 23rd day of September, 2021. 4AI CRAI OR , Mayor City of RounvIock, Texas ATTEST: w MEAGAN S KS, eputy City Clerk 0112.20212 00491176 EXHIBIT «A„ City of Round Rock Purchasing ROtMOROCKTEXAS Justification Form Date: 6124/21 Department Name: e artmentName: Public Library To: Purchasing Requestor Name: Phone Number: Instructions: Complete this form for all purchases that will exceed $3,000 and will be exempted from competition as prescribed in Texas Local Government Code Chapter 252.022. Attach additional information as needed to support the exemption request. The City declares the competitive bidding procedures in Texas Local Government Code Chapter 252 to be exempt for this procurement. This Justification Form is executed and filed with the Purchasing Division as follows: 1. The undersigned is authorized and certifies that the following exemption is applicable to this purchase. Please check the criteria listed below that applies to this purchase request: ® Sole Source(check one) ®Items that are available from only one source because of patents, copyrights, secret process, or natural monopolies. ❑Films, manuscripts, or books. []Gas, water, and other utilities. OCaptive replacement parts or components for equipment 0Books, papers, and other library materials for a public library that are available only from the persons holding the exclusive rights to the materials O Goods Purchased for Subsequent Retail Sale o A procurement of goods being purchased for subsequent resale by the City. O Public Calamity o A procurement made because of a public calamity that requires the immediate appropriation of money to relieve the necessity of the municipality's residents or to preserve the property of a municipality. O Public Health and Safety o A procurement necessary to preserve or protect the public health or safety of the municipality's residents. ❑ Unforeseen Damage o A procurement necessary because of unforeseen damage to public machinery, equipment, or other property. 11Page 2021-257 ❑ Personal. Professional or Planning Services o A procurement of personal (an individual performing service), professional, or planning services ❑ Other o Cite the applicable Texas Local Government Code Chapter 252 exemption in the justification box below. 2. Justification: Describe in detail below why an exemption according to Section 252.022 of the Local Government Code is being submitted for this purchase. (Attach additional pages if needed) Tech Logic's ecosystem(currently CirclT and in the future"BaseCamp")is currently implemented at the Round Rock Public Library. Tech Logic is solely responsible for all design, installation, integration, support, and maintenance of their products. Any specific hardware or software development related to Tech Logic's BaseCamp can only be designed, built, Integrated, or programmed by Tech Logic's development team. 3. Attach and submit the following documentation that supports this justification as applicable_ • Vendor's proposal/quote. • If sole source a Manufacturer's letter declaring the purchase is sole source and why. The letter should be no older than 6 months old and signed by an authorized representative on company letterhead. 4. Because the above facts and supporting documentation the City of Round Rock exempts this procurement from LGC Chapter 252 and intends to contract with: Vendor Name: Tech Logic Description: Automatic Material Handling Machine 5. Check the purchase type and fill in the dollar amount and purchase term as applicable ❑ This is a one-time purchase request for$ ® This is a term contract request f�foor 36 months in the amount of$235,125.20 Recommended JL By Requestor U Date PP By Department Manager, Asst Director or Director Date Purchasing Office 114C/ -2 Review Pur aser Date Purchasing Office •7"a 12 r Management Review Purch si g er(over$50,000) Date 2 Page EXHIBIT „B» CITY OF ROUND ROCK AGREEMENT FOR AN AUTOMATED MATERIAL HANDLING SYSTEM WITH TECH LOGIC CORPORATION THE STATE OF TEXAS § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THAT THIS Agreement for the purchase of an automated material handling system for the City of Round Rock's library(referred to herein as the"Agreement"), is made and entered into on this the day of the month of , 2021, by and between the CITY OF ROUND ROCK, TEXAS, a home-rule municipality whose offices are located at 221 East Main Street, Round Rock,Texas 78664(referred to herein as the"City")and TECH LOGIC CORPORATION, 835 Hale Avenue N, Oakdale, Minnesota 55128(referred to herein as the"Services Provider"). RECITALS: WHEREAS, City desires to purchase an automated material handling system for the library; and WHEREAS, Section 252.022(4) of the Texas Local Government states that expenditures for items available from only one source are exempt from competitive bidding requirements;and WHEREAS, Services Provider is the sole source provider of the hardware and software required too operate the system; and �l P Y WHEREAS, the City desires to procure said goods and services from the Services Provider; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties,and obligations; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 00478144/ss2 2021-257 the City and/or advising City concerning those matters on which Services Provider has been specifically engaged. Services Provider shall provide its goods and perform its services in accordance with this Agreement, in accordance with the appended exhibit, in accordance with due care, and in accordance with prevailing industry standards for comparable services. 5.01 CONTRACT AMOUNT In consideration for the goods and related services set forth in the attached Exhibit "A," City agrees to pay Services Provider an amount not-to-exceed Two Hundred Thirty-Five Thousand One Hundred Twenty-Five and 20/100 Dollars ($235,125.20) for the term of the Agreement. Said payments shall be made as set forth in the "AMH Payment Terms and Support" section of the attached Exhibit"A." 6.01 INVOICES All invoices shall include,at a minimum, the following information: A. Name and address of Services Provider;B. Purchase Order Number; C. Description and quantity of items received or services provided; and D. Delivery or performance dates. 7.01 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may affect such termination by giving Services Provider a written notice of termination at the end of its then current fiscal year. Any early termination due to non-appropriation of funds shall not obligate Services Provider to refund any prepaid fees. 8.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251,V.T.C.A.,Texas Government Code,payment to Services Provider will be made within thirty(30)days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables,or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is later Services Provider may charge interest on an overdue payment at the"rate in effect"on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b); however, this Policy does not apply to payments made 3 13.01 INSURANCE Services Provider shall meet all City of Round Rock Insurance Requirements as set forth at: hip.//www.roundrocktexas.Qov/wtrcontent/ugloads/2014/121&grr insurance OT20112.p�f. 14.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other parry's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 15.01 DEFAULT If Services Provider abandons or defaults under this Agreement and is a cause of City purchasing the specified services elsewhere, Services Provider agrees that it may be charged the difference in cost, if any, and that it will not be considered in the re-advertisement of the services and that it may not be considered in future bids for the same type of work unless the scope of work is significantly changed. Services Provider shall be declared in default of this Agreement if it does any of the following: A. Fails to make any payment in full when due; B. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; C. Fails to provide adequate assurance of performance under the"Right to Assurance" section herein; or D. Becomes insolvent or seeks relief under the bankruptcy laws of the United States. 16.01 TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty (30) days' written notice to Services Provider. B. In the event of any default by Services Provider, City has the right to terminate this Agreement for cause, upon ten (10) days' written notice to Services Provider. C. Services Provider has the right to terminate this Agreement only for cause, that being in the event of a material and substantial breach by City or by mutual agreement to terminate evidenced in writing by and between the parties. 5 20.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to the recipient's address as stated in this Agreement; or 2. Three(3)days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Services Provider: Tech Logic Corporation 835 Hale Avenue N, Oakdale, Minnesota 55128 Notice to City: City Manager Stephen L. Sheets,City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock,TX 78664 Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Services Provider. 21.01 APPLICABLE LAW, ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock,Texas,and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County,Texas.This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 22.01 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Services Provider and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing, duly authorized by action of the City Manager or City Council. 23.01 DISPUTE RESOLUTION City and Services Provider hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation,any proceeding under the Federal Arbitration 7 IN WITNESS WHEREOF, City and ServicAee : jatn Agreement on the dates indicated. City of Round Rock,Texas By: _ Printed Name: / Title: Date Signed: Attest: By: Sara White, City Clerk For City,Approved as to Form: By. Stephan L. Sheets, City Attorney Exhibit "A" Tech Logic is pleased to submit this proposal to the Round Rock Public Library for our totalAMH System. We appreciate the opportunity to be considered for this project and believe that Tech Logic will provide the very best solution available. Why Choose a Tech Logic AMH Solution? Tech Logic has been in the automated material handling(AMH) business for over 22 years. We invented and developed the concept of automated material handling in libraries and have more automated material handling systems installed than any of our competitors. We design, develop, manufacture, install and service every AMH product and solution we sell. Our products are designed to be modular,flexible and turnkey because we understand that every library has different needs. Most library AMH systems were originally designed for use in warehouse settings or use generic components cobbled together to "work" for libraries, In these scenarios,the systems and components were built to handle uniform shapes, rather than the varied shapes and sizes of library materials. Many of these systems are converted to "accommodate" library items.Tech Logic Systems were designed "from the ground up" specifically for library materials so that you can be assured that items are handled gently and accurately. Tech Logic's patented SMARTBIN (used for loading, sorting and transporting items) include a photoelectric eye that tells the bin to adjust its floor according to the level of books. Even if you only have one book in a SMARTBIN,that book will still be at the top of the bin. If you've ever had to reach down into a bin as you empty that bin,you know how difficult this motion becomes when repeated over and over. Consider how much physical labor will be saved over the 20+years it is expected to be in use. Tech Logic's totalAMH SEPERATOR can actually separate material as the books are moved from the patron's hands to the sorter. This means that patrons can return stacks of items (something they are already accustomed to)while the system "separates"them gently down to one item so that they can then easily be checked in and sorted. Systems that force patrons to feed books into the return one-by-one are basically forcing the patron to "separates" for the system.This process also forces them to perform the check-in! We all have less "time" these days, why invest in a system that takes more of it?Tech Logic's system-design mentality recognizes that patrons cannot be counted on to follow directions so we design systems that assume they will not. Tech Logic 1 835 Hale Avenue N, Oakdale, MN 55128 1 (800) 494-9330 i Technical Drawing REVISION 1 S:ORY REV DESCRIPTION D.TE BY PROPOSAL DRAWING RELEASE 70 PRO=OSAL D'^_A_02C LTA DO NOT BUILD TO THIS PRINT : DRAWING FOR REFERENCE ONLY SYSTEM LAYOUT MAY VARY ONCE CAD DRAWINGS ARE PROVIDED FOR VERIFICATION OF ELEVATIONS AND INT RI R ROOM DIMENSIONS NOTES: LLECTRCAL REWPEMENTS-'OS VAC 3PHASE 5 WIRE TAcc iN T SERVICE SEE PRINT FOR LOCATION ANC AMP OFAW WSTOMER RESPONSIBLE FCA BOOK DROP OPENING ROWH IN \'\ 3 OWNER'S ELEC-MCAL CCNTRACTOR WILL ROWN IN HOLDS I INiR, SHIN R \� POWER A'`NE APPaOXIYA'E LOCATION ShIOtYN ON PRtN' A AT INSTALLATTDN OWNER'S ELECTRICAL CONTRACTOR \\ WILL CONNEC-THE L13-4ARYS POWER TO THE POWER N STAFF INTERFACE \N DISTTRIBUTION CABWET SUPPLIED BY TECH LOGIC: C \ ELECTRI„AL SERV'+CE S ;F ELECTRICAL FOX IS MOUN-ED TO UERARY WALL"HEN S WIRE.20E VAC 3 PHASE CONTRACTER WyL NEED TO►ULL CONVEYOR MOTOR BO AMP DRA'V WIRES FROM CON-RDL SOX TO EAC-CONVEYOR MOTOR DATA CONNECTION-CA-eE 1a0MDUAL RUNS'.ANO COI,0C-T POWER-0 THE AV.. SYSTEM ONCE CON NE C'TIONS ARE MADE TEC-LOGIC WML VER AY CONNECTIONS AND POWER UP SYSTEM e CABINETS WITMN THE SORTWG SYSTEM tr t BE FACTORY MOUNTED TO MACH.NES PCWERCONNECIION BETWEEN CABINETS ON MACHPtE WILL BE COMPLETED BY TECH LOG.0 OR,OCLL CONTRACTOR AS REOLARED OWNER'S COV?RACTOR'O PROVICE ONE•1.CATCE CONNEC•ION 7O UBRARYS WAN FOR SIP CONNECTION AND REMO-E TROUBLESIOOT ING 6 TECH LOGIC CONFORMS TO ACA(AMERICANS WITH DISABILIT+ES ACTT_O10 STANDARDS SECTION 2:6 - .OFPOSITORtES.VENDW3 MACNNES GRANGE MACN.NES. 19'0 MAIL BOXES ANO FUEL DISPENSERS.AND SECTION 3CS 2•_2- .REACH RANGES SUBSECTIONS 3C92 1 31363 AND 3011. 16%0* 1 jy oesTRVCTEO REA u T0 ac.YAX MUY H RAN3E 9 THREE FF—",3:.')1640 AUM CLEARANCE SUGGESTED L FOR MANFUVERABILITY AROVNO AUTOMATED MATERIAL HLNCLING SYSTEM 'v PECOMMENLED OPERATING T£VPEa AT URE RANGE OS'F DESNINGLER 70 TE4 OPERATING TEMPERAT¢fE LIMITS A0'F TO 1DO'F PROAOETAXY"Drrl EJ ALL DRAWINGSERe.N CONST(TU:EA CON =+GENIAL DISCLO'..,URE 0=TEC.+LOGIC CORPORATION AND ARE TS EtiCLUSNE PROPERTY AND MUST NOT WITHOUT WRI.EN AU�HORI:ATKW BE DNULGED REFRODVCED COPIED.OR APFROORuT£D IN WHOLE OR IN PART FOR ANC PURPOSE TEXAS MAC-Low Logic CO��TY rEXt9R R ..cF.LANCE AMGLDI H a,.AA oNRL70TD OESC 11 8:N AVH WITH INTERIOR F AND EXTERpN BOOKDROP SYS£u NC AYII ROUND ROCK_MAN 01_1_U11_202001]1_LTA Tech Logic 835 Hale Avenue N, Oakdale, MN 55128 1 (800) 494-9330 Exhibit "A" Part 1 st Yr. Extended Oty Number Description Unit Price price 1 913XXXXX 11 Bin AMH with Interior and Exterior Book drops $187 249.12 $187 249.12 1 ASTSOFT Multi-Bin System Control Software $10 195.15 $10 195.15 1 Installation and Training $12 920.94 $12 920.94 11 25016614 Tech Logic EZ Bin $1 150.00 $12 650.00 1 35006502 Manual Book Drop Slide Chute j $460.00 $460.00 1 45008115 AMH Book Drop Manual Door W/Ma -Lock $5 550.00 $5 550.00 Shipping $6100.00 Total Contract Pricing $235 125.20 AMH Payment Terms and Support: I. A first payment,in an amount of forty percent(40%)of the Contract Price,shall be due within ten (10)days after the Effective Date. Work pursuant to this Agreement shall not begin until such payment is received and verified by Tech Logic. il. A second payment, in an amount of fifty percent(50%) of the Contract Price, shall be due within ten (10) days after a Notice of Completion of Manufacturing Design is submitted to Library. III. A third payment, in the amount of(5%) of the Contract Price, shall be due within ten (10) days of the date on which notification is made by Tech Logic to Library that manufacturing,final testing and pre-shipment inspection of the TLS is complete and ready to be shipped to Library.Library has the right and may elect to inspect the TLS(at the Library's expense) prior to actual shipment to Library. Failure of the Library to inspect the TLS prior to shipment to the Library shall not cause a delay of the third payment to Tech Logic. IV. Final payment, in an amount of five percent(5%) of the Contract Price, plus all additional payments required under executed Change Orders, if any, shall be paid within ten (10) days of Tech Logic's delivery to the Library of the Notice of Completion. Further, if a delay occurs then the final 5%payment hereunder shall be paid by Library within sixty(60)days of shipment from Tech Logic. In any event,the final 5% payment hereunder shall be paid by Library within ninety(90) days from the date on which notification is made by Tech Logic to Library that the TLS is ready for shipment to Library. Performance Bond& Payment Bond: Costs associated with Performance & Payment bond requirements are the sole responsibility of the library. Payment Schedule for Change Orders: The payment of any Change Order shall be made in installments,with the first installment being due ten (10) days after the execution of the Change Order. The amount and payment terms of the Change Order shall be as set forth as above. fnterest Charges: If any payments due from Library to Tech Logic are deemed to be, in the sole discretion of Tech Logic, overdue, then interest charges thereon shall be paid by Library to Tech Logic at a rate of one and one-half percent(1.5%) per month Software ad Hardware Support • Annual Support/Software License and Maintenance program costs are in addition to the item(s) quoted above. The Support/Software License(s)are required for the duration that the equipment is in use and is billed annually. Hardware Support is Optional. • Annual Support/Software and Maintenance Programs automatically increase 4%per year after the initial first year of paid annual support. Customer may qualify for savings with a multi-year pre-payment plan. Notes: 1) SIP or SIP2 is required and needs to be acquired. Please ensure that the SIP&ILS implementations are of the latest versions. 2) The SIP interface which integrates AMH systems with ILS software is provided by the ILS vendor. Tech Logic 1 835 Hale Avenue N, Oakdale, MN 55128 1 (800) 494-9330 Exhibit "A" fie► HORIZON KEYSTONE FINANCIAL The Value of Municipal Financing Horizon Keystone Financials' initial emphasis in every sale is to identify and meet customer requirements. We structure lease terms that match your individual needs and budget. We will stay with you through the entire leasing process, from need identification through approval, documentation, and funding. We will work with you through every step of acquiring and financing equipment. Who qualifies for a municipal finance agreement? The government of states, counties, cities, towns, villages, boroughs, school districts, and state universities. What kind of equipment can be financed? All Tech Logic products and services. How can a municipal finance agreement help our organization? A municipal finance agreement can improve your organization's financial situation by: Reducin_a Monthly Outlays Because municipal interest payments are exempt from federal income taxes, Horizon Keystone Financial passes its tax savings on to you in the form of lower rates that keep your monthly payments affordable. Leveraglno Cash Position If your balance sheet is healthy, keep those cash reserves fully invested and use the income to off set the interest on your lease payments. Horizon Keystone Financials tax- exempt finance rates may even be lower than the rate you can earn on your invested funds. Preserving Cash With no up-front cash required, you can use your available capital for operating requirements rather than down payments. Simplifying Financial Transactions A master finance agreement line can eliminate the hassles of negotiating and bidding multiple purchases. Horizon Keystone Financial will fund your entire lease, eliminating the need for underwriting by investment bankers and the need to prepare lengthy documents. Funding Immediate Needs You'll get the equipment you need now, without waiting for next year's budget cycle and without the costs and delays of a voter referendum. Pooling Financial Needs for Discounts Consolidate the equipment needs of all your departments into a single finance agreement line and reap the rewards of lower interest rates. Increasing Financial Control Coordinate the purchasing activities of multiple departments with a master finance agreement line that guarantees the same favorable terms for every transaction. Non Appropriation Agreement- A municipal lease characterized by a non-appropriation clause specifies that the lease can be terminated in the event funds are not made available in subsequent fiscal years. Early Buyout Options- Government body would be given an option to prepay the finance agreement at a discounted buyout price negotiated at the inception of the lease. Variable Payments - Finance agreements could be structured with monthly, semi-annual, or annual payment structures to accommodate the government body financing. Program Options Provided By: Horizon Keystone Financial Corinne Beyer 800-606-0049 x8141 corinne@horizonkevstone.com INFLATION HEDGE -Payment with tomorrow's dollars at today's prices. Tech Logic 1 835 Hale Avenue N, Oakdale, MN 55128 i (800) 494-9330 Exhibit "A" Cam' - (Required) Software •p• Cost per beginning year two $8,750.00* Item # 11111 - oftware License and Support Included Preventative Maintenance Visits(up to eight hours onsite) Included Annually nsite Service Calls (M-F 7am-6pm) $225/Hr** nsite Service Calls (Nights/Weekends) $350/Hr** nsite Response Time for Critical Calls Scheduled Non-Normal-Wear Parts Not Included ormal-Wear Partst 5% Discount &H on normal wear parts Not Included oftware Customizations/ILS Migrations Software ustomizations/ILS Migrations (Refer to Software License and Quoted Per Project erms *Annual Support/Software and Maintenance Programs automatically increase 2% per year after year two. ** Service calls have a minimum two (2) hour charge. t Normal-wear parts include the following: Bearings; Belts; Chains; Elastic Drive Bands; Fuses; Rollers; Sprockets; VFD; Valves/Hoses (Pneumatic) Tech Logic 1 835 Hale Avenue N, Oakdale, MN 55128 1 (800) 494-9330 Exhibit "A" ContinuationWarranty SLIpport iCost per •0f 00 Software License and Support Included Preventative Maintenance Visits (up to eight hours onsite) Bi-Annually nsite Service Calls During Normal Business Hours Included nsite Response Time for Critical Calls 24 hours** Non-Normal-Wear Parts Included Normal-Wear Partst Included Standard S&H on normal wear parts Included oftware Customizations/ILS Migrations (Refer to Software Quoted Per Project License and Terms) *Annual Support/Software and Maintenance Programs automatically increase 2% per year after year two. ** Service calls have a minimum two (2) hour charge. t Normal-wear parts include the following: Bearings; Belts; Chains; Elastic Drive Bands; Fuses; Rollers; Sprockets; VFD; Valves/Hoses (Pneumatic) Tech Logic 1 835 Hale Avenue N, Oakdale, MN 55128 1 (800) 494-9330 Exhibit "A" 1 NON-COVERED CONDITIONS.Component or system failures caused by lack of maintenance or by misuse of the System (including the introduction of non-standard items to the System); vandalism; and/or events that are not related to the functionality of the System and are out of Tech Logic's reasonable control including but not limited to natural disasters or acts of God, civil or military authority, civil disturbance, war, fires, other catastrophes, or other "force majeure" events are conditions that are not included in warranty coverage. If Tech Logic determines that a Non-Covered Condition has caused a component or system failure, then the Purchaser shall pay for all costs of labor and materials to correct such failure at Tech Logic's standard rate for additional labor, and any associated travel expenses incurred by Tech Logic. Such payments for additional labor shall be due and paid by Purchaser within ten (10) days of such correction activity by Tech Logic. OTHER LIMITATIONS. All warranties given Tech i b ch Logic limited to g y g replacement or repair of defective components including hardware and computer software. Tech Logic shall determine whether the components should be replaced or repaired. Any warranty is void if the System is modified or altered without the knowledge and written permission of Tech Logic. The warranty herein shall remain in effect should the Library move the System to another location only if said move is engineered and coordinated by Tech Logic. ASSIGNMENT. The selected maintenance program and all rights and obligations hereunder shall not be assignable by Purchaser except with the prior written consent of Tech Logic. A change in control shall be deemed an assignment subject to this subsection. The selected maintenance program shall be binding upon each party's permitted successors and assigns. MODIFICATION. Any modification or alteration of the selected maintenance program shall be effective only upon written agreement of the parties thereupon. NOTICES. To give notice under this Agreement, the Notice must be in writing and sent by postage prepaid first-class mail, receipted courier service, or electronic mail to the address which appears below each party's signature below or to such other address as any party shall specify.