Contract - Tech Logic Corporation - 9/23/2021 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;?&Way of the month ofs 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 to operate the system; and
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
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1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Services Provider
whereby City is obligated to buy specified services and Services Provider is obligated to pay for
said services.
B. Citymeans the City of Round Rock Williamson and Travis Counties Texas.
Y ,
C. Effective Date means the date upon which the binding signatures of both parties to
this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes,fires,hurricanes,storms,floods,restraint of the government and
the people, civil disturbances, explosions, or other causes not reasonably within the control of the
party claiming such inability.
E. Goods and services mean the specified services, supplies, materials,commodities,
or equipment.
2.01 EFFECTIVE DATE AND TERM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is terminated or extended as provided herein.
B. The term of this Agreement shall be for thirty-six (36) months from the effective
date hereof.
C. City reserves the right to review the relationship with Services Provider at any time,
and may elect to terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The goods and services which are the subject of this Agreement are described in Exhibit
"A," attached hereto and incorporated herein by reference for all purposes. Exhibit"A," together
with this Agreement, comprise the total Agreement and they are fully a part of this Agreement as
if repeated herein in full. In the event of a conflict, pages one (1) through nine (9) shall be given
preference.
4.01 SCOPE OF WORK
Services Provider shall satisfactorily provide all goods and services described under the
attached Exhibit"A." Services Provider's undertakings shall be limited to performing services for
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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 "AMHPayment 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
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by City in the event:
A. There is a bona fide dispute between City and Services Provider, a contractor,
subcontractor or supplier about the goods delivered or the service performed that
cause the payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Services Provider and a subcontractor or
between a subcontractor and its supplier about the goods delivered or the service
performed that causes the payment to be late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on the
purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Services Provider, cancel this Agreement without liability
to Services Provider if it is determined by City that gratuities or bribes in the form of entertainment,
gifts, or otherwise were offered or given by Services Provider or its agents or representatives to
any City officer, employee or elected representative with respect to the performance of this
Agreement. In addition, Services Provider may be subject to penalties stated in Title 8 of the Texas
Penal Code.
10.01 TAXES
City represents it is exempt from Federal Excise and State Sales Tax; therefore, tax shall
not be included in Services Provider's charges.
11.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Services Provider cannot provide the goods as specified, City reserves the right and
option to obtain the products from another supplier or suppliers
12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Geeta Halley
Assistant Library Director
216 East Main Street
Round Rock, Texas 78664
(512) 218-7016
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13.01 INSURANCE
Services Provider shall meet all City of Round Rock Insurance Requirements as set forth
at: http://www.roundrocktexas. og v/wp-content/ul2loads/2014/12/con insurance 07.20112.12df.
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 1 p yaws of the United States.
16.01 TERAIINATION 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.
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D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Services Provider, Services
Provider shall discontinue all services in connection with the performance of this Agreement and
shall proceed to cancel promptly all existing orders and contracts insofar as such orders and
contracts are chargeable to this Agreement. Within thirty (30) days after such notice of
termination, Services Provider shall submit a statement showing in detail the services satisfactorily
performed under this Agreement to the date of termination. City shall then pay Services Provider
that portion of the charges, if undisputed. The parties agree that Services Provider is not entitled
to compensation for services it would have performed under the remaining term of the Agreement
except as provided herein.
17.01 INDEMNIFICATION
Services Provider shall defend (at the option of City), indemnify, and hold City, its
successors, assigns, officers, employees and elected officials harmless from and against all suits,
actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any
and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of
Services Provider, or Services Provider's agents, employees or subcontractors, in the performance
of Services Provider's obligations under this Agreement, no matter how, or to whom, such loss
may occur. Nothing herein shall be deemed to limit the rights of City or Services Provider
(including, but not limited to the right to seek contribution) against any third party who may be
liable for an indemnified claim.
18.01 COMPLIANCE WITH
W LAWS, CHARTER AND ORDINANCES
A. Services Provider, its agents,employees and subcontractors shall use best efforts to
comply with all applicable federal and state laws,the Charter and Ordinances of the City of Round
Rock, as amended, and with all applicable rules and regulations promulgated by local, state and
national boards, bureaus and agencies.
B. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for services unless the contract contains written
verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of this contract. The signatory executing this Agreement on behalf of Services
Provider verifies Services Provider does not boycott Israel and will not boycott Israel at any term
of this Agreement.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves,their successors,assigns and legal representatives
to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or
transfer any interest in this Agreement without prior written authorization of the other party.
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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
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Act(9 USC Section 1-14) or any applicable state arbitration statute.
24.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no way
affect the validity or enforceability of any other portion or provision of this Agreement. Any void
provision shall be deemed severed from this Agreement, and the balance of this Agreement shall
be construed and enforced as if this Agreement did not contain the particular portion or provision
held to be void. The parties further agree to amend this Agreement to replace any stricken provision
with a valid provision that comes as close as possible to the intent of the stricken provision. The
provisions of this section shall not prevent this entire Agreement from being void should a
provision which is of the essence of this Agreement be determined void.
25.01 MISCELLANEOUS PROVISIONS
Standard of Care. Services Provider represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services,responsibilities and duties shall be performed in a manner according to generally
accepted industry practices.
Time is of the Essence. Services Provider understands and agrees that time is of the
essence and that any failure of Services Provider to fulfill obligations for each portion of this
Agreement within the agreed timeframes will constitute a material breach of this Agreement.
Services Provider shall be fully responsible for its delays or for failures to use best efforts in
accordance with the terms of this Agreement. Where damage is caused to City due to Services
Provider's failure to perform in these circumstances, City may pursue any remedy available
without waiver of any of City's additional legal rights or remedies.
Force Majeure. Neither City nor Services Provider shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for which
it is not responsible as defined herein. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures on the following page.]
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IN WITNESS WHEREOF, City and Services Provider have e uted this Agreement on
the dates indicated.
City of Round Rock,Texas Tech Logic poration
B :
Y
Printed Nam : Prin ame:
Title: Tit e:
Date Signed: O Date ed: S"
Attest:
B\y t r WG
For City, pp ved as to For
By: laaol-w A)
Stephan f.
Sheets, City Attorney
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Exhibit "A"
835 Hale Avenue North
Oakdale, Minnesota 55128
Tech Logic (800) 494-9330
www.tech-logic.com
Round Ro k P blic Library ,
• .
lAMH System
Quote Submitted:
6/22/2021
Quote Valid Until:
120 days from quote date
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
Exhibit "A"
A Tech Logic totalAMH System will introduce greater efficiency, safer work environments and
less physical work for both library staff and patrons. These time and labor savings are
cumulative and will be part of the daily workflow and will result in a significantly higher degree
of satisfaction experienced by patrons served by your library in the following ways:
Our "hands-free" drops are weather-proof and can be located such that the AMH
system sorts 100%of item returns.
Item-returns are fast, easy and anticipate worst possible patron behavior as part of the
core design,
totalAMH System is designed to allow patrons to return multiple items at a time (one-
handed) so that current patron-behavior will not need to be modified.
100% returns means a greater return on investment than any other vendor can deliver.
SMARTBINS and chutes from Tech Logic handle library items with the care so that they
last longer.
Sorting parameters can be changed whenever necessary so that the library can react to
changing needs of an eclectic patron base.
Deliveries to and from regional and branch libraries can be done in containers that best
meet the space and time constraints defined by those individual libraries. This means
that you can utilize existing totes or our smart-bins depending on volume and available
space.
Staff will not need to print or apply transit or hold slips at the circulation desk.
When necessary or desirable, "holds" can be segregated from simple returns when
volume warrants' this action.
Daily statistics can be gathered and viewed by appropriate staff from any PC.
Our patented SMARTBIN (used for loading and sorting) will improve efficiencies and
reduce physical labor at any library. These bins include a photoelectric eye that tells the
bin to adjust its floor according to the level of books.
Any AMH solution that offers receipts (and touchscreens) at the book return is by-design
establishing a one-at-a-time (very slow) items-return process. With this in mind, our totalAMH
solutions include a simple item-return process that your patrons "already know how to use".
No receipt printing, no touch-screens and no barcode scanners. We know from many years of
real-world experience that the most successful system is the one that allows patrons to "drop-
n-go".
Tech Logic 1 835 Hale Avenue N, Oakdale, MN 55128 1 (800) 494-9330
Technical Drawing
REVISION HiS70R+
RE`, DESCRIPTION DA-E B+ PROPOSAL DRAWING
1 RELEASE TO PROPOSAL 0'24:32C L'A
DO NOT BUILD TO THIS PRINT ;
DRAWING FOR REFERENCE ONLY
SYSTEM LAYOUT MAY VARY ONCE
CAD DRAWINGS ARE PROVIDED FOR
N7=R OR K VERIFICATION OF ELEVATIONS AND
ROOM DIMENSIONS.
NOTES:
I ELECTR CAL REQUIREMENTS 208 VAC.3 PHASE.5 WIRE
TAFF IN UCTION SERVICE SEE PRINT FOR LOCATION AND AMP DRAW
2 CUSTOMER RESPONSIBLE FOR BOOK DROP OPENING
ROUGH IN
3 OWNER'S ELECTRICAL CONTRACTOR WILL ROUGH IN
POWER AT THE APPROXIMATE LOCATION SHOWN ON PRINT
HOLDS RE.E = IN I 4 AT INSTALLATION.OWNERS ELECTRICAL CONTRACTOR
WILL CONNECT THE LIBRARY POWER TO THE POWER
ECTRICAL SERVICE DISTRIBUTION CABINET(SUPPLIED BY TECH LOGIC). C
--- ',_IRE.2D8 VAC.3 PHASE 5 IF ELECTRICAL BOX IS MOUNTED TO LIBRARY WALL THEN
CONTRAC?EA WILL NEED TO PULL CONVEYOR MOTOR
= 7 ON LAT6E WIRES FROM CONTROL BOX TO EACH CONVEYOR MOTOR
iiNDIVIDUAL RUNS)AND CONNECT POWER TO THE AMH
SYSTEM ONCE CONNECTIONS APE MADE TECH LOGIC
IMLL VERIFY CONNECTIONS-'._POWER UP SYSTEM
5 CABINETS WITHIN THE SOP- : STEM WILL BE
FACTORY MOUNTED TO MAC- _-_. POWER CONNECTION
BETWEEN CABINETS ON MA:--E RILL BE COMPLETED BY
TECH LOGC OR LOCAL CON'=-:-OR AS REQUIRED
OWNERS CONTRACTOR TO FP:,CE ONE,1)CATSE
CONNECTION TO LIBRARY'S WAN FOR SIP CONNECTION
AND REMOTE TROUBLESHOOTING
8 TECH LOGIC CONFORMS TO ADA;AMERICANS WITH
DISABILITIES ACT)2010 STANDARDS SECTION 228
iDEPOSiTORIES.VENDING MACHINES CHANGE MACHINES,
91_0" MAIL BOXES AND FUEL DISPENSERS)AND SECTION 308
2'-2• -REACH RANGES)SUBSECTIONS 308 2 1.306 3 AND 308 1
16 0" E MINIMUM RECOMM EN`IEO SHICH DICTATE A 15'MINMUM TO 46'MAXIMUM
_Q' _%OBSTRUCTED REACH RANGE
C LEARANCE AREA _-PEE FEET,3'-O';MINIMUM CLEARANCE SUGGESTED E
=OR SIN REX!<_n'AL .-_MANEUVERABILITY AROUND AUTOMATED MATERIAL
_-EM
E, OPERATING TEMPERATURE RANGE 45'F
-_ - '�=R _ -_'.;=E RATING TEMPERATURE LIMITS 40'F TO 100•F
15'-10"
181 10" PROPRIETARY NOTICE
7 4 :✓PINGS AND IDEAS HERE•N CONSTITUTE A
-- '=.L DISCLOSURE O=TECH LOGIC CORPORATION
- -°E TS EXCLUSIVE PROPERTY AND MUST NOT
--- WRITTEN AUTHORIZATION BE DIVULGED.
_.:..ED COPIED,OR APPROPRIATED IN WHOLE OR IN
PART FOR ANY PURPOSE
Tech Logic STATE TEM
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Oh.DROP ev: F.LANCE ANGLIN BRANCH
an..x c•.7RL'2020 DESC 11 B'N AM-1 W,TH INTERIOR <
mac su B AND Ex,-FRION 1300. ROP
SYSTEM NC
AYX ROUND ROCK_MAIN 01 1 U11_20200124_LTA
Tech Logic 835 Hale Avenue N, Oakdale, MN 55128 (800) 494-9330
Renderings
1 ,t
-
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•
•
Exhibit "A" 1
C '
Part 1st 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 1 25016614 Tech Logic EZ Bin $1,150.00 $12,650.00
1 35006502 Manual Book Drop Slide Chute $460.00 $460.00
1 45008115 AMH,Book Drop Manual Door W/ Ma -Lock $5,550.00 $5 550.00
Shipping $6,100.00
Total Contract Pricing $235,125.20
AMH Payment Terms and Support:
1. 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.
II. 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.
Interest 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 and 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"
Financingi Lease Option
o
Estimated Monthly Lease Payment:
Based on Lease Amount of $235,125.20
36 Month Lease S 7.300.64
48 Month Lease $ 5.603-03
60 Month Lease $ 4.584.94
The above quote is subject to credit approval.Valid for 14 days.
Finance questions'Call US AT 800-606-OW9 Ezt 140 or
e-mail Corinne@horizonkeystone.com
Click link below for Online Lease Application
http://www.applyforlease.com
Tech Logic 1 835 Hale Avenue N, Oakdale, MN 55128 1 (800) 494-9330
Exhibit "A"
(may'
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:
Reducing 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.
Leveraging 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.
Preservinq 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 cori nne(a-)horizon keystone.co m
INFLATION HEDGE - Payment with tomorrow's dollars at today's prices.
Tech Logic 1 835 Hale Avenue N, Oakdale, MN 55128 1 (800) 494-9330
Exhibit "A" 1
AMH Maintenance Programs
After the first-year warranty, Tech Logic offers comprehensive maintenance and technical support
programs to maximize system reliability and performance in accordance with the level of service
that meets the Library's specific business needs. Our full-service warranty continuation plan
applies the system's first-year warranty to subsequent years purchased by the Library. For every
year that the Library purchases the warranty continuation plan, they will enjoy the same
coverage and benefits that they enjoyed through the first-year warranty. Alternatively, at a
minimum, Tech Logic requires that libraries purchase our Level PM1 service program subscription,
which resembles the more basic and low-cost preventative maintenance plan typically offered
in the library AMH industry.
Please note: Tech Logic encourages the library to thoroughly compare and contrast both the
explicit and the potentially unforeseen maintenance costs associated with each program offered
by all AMH vendors. Various vendors may offer maintenance plans that initially appear to be
less expensive—however, but those plans might or might not include the coverage that the
library needs (e.g. software support, onsite preventative maintenance, parts, travel, etc.). For
details regarding Tech Logic's maintenance programs, please see below. Please feel free to
contact Tech Logic about any questions—we would be glad to speak with you.
AMH Software Support--Included with ALL Maintenance Programs
• Remote technical support for your Tech Logic AMH software, including the following:
• Toll-free phone support, available as a standard service during normal business hours with a
response time of 3 hours during prime shift for voice and electronic problem submissions
• A web-based ticket entry system that provides 24/7 online access, saving you time on the phone.
• Email support via customercare@tech-logic.com
• Support for mission-critical emergencies during off-shift hours
• Support for routine installation and usage questions
Preventative Maintenance (PM1) Program
Tech Logic's PM1 Program, which resembles a typical library industry service plan, includes
one annual scheduled preventative maintenance visit conducted onsite by a certified Tech
Logic technician or our certified service provider. The program also includes remote software
and hardware support and discounts on replacement parts. Additional onsite service calls
(beyond the included preventative maintenance visits) are quoted under this program.
Included with a Tech Logic Level PM1 (Required)
• Annual onsite system review, maintenance, and performance adjustments. Labor is included for
up to 8 hours onsite per maintenance visit, if necessary.
• Remote technical support for hardware and software including:
• Toll-free phone support, available as a standard service during normal business hours with a
response time of 3 hours during prime shift for voice and electronic problem submissions
• A web-based ticket entry system that provides 24/7 online access, saving you time on the phone.
• Email support via customercare@tech-logic.com
• 5% discount from Tech Logic published prices on normal-wear parts
Tech Logic 1 835 Hale Avenue N, Oakdale, MN 55128 1 (800) 494-9330
Exhibit "A"
- • - •
Software • • •
'Cost per year, beginning year two $8,750.00*
• 11111 :
Software 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
Normal-Wear Partst 5% Discount
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&H on normal wear parts Not Included
Software Customizations/ILS Migrations Software
ustomizations/ILS Migrations (Refer to Software License and Quoted Per Project
erms
* o
Annual Su ort/Software and Maintenance Programs Support/Software g automatically increase 2/o 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)
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Tech Logic 1 835 Hale Avenue N, Oakdale, MN 55128 (800) 494-9330
Exhibit "A" 1
Warranty Continuation Plan
The Warranty Continuation Plan includes technical support, bi-annual onsite maintenance and
performance visits, onsite repair calls, and parts. This means maximum system uptime,
performance, and lifespan for your AMH at a predictable, consolidated cost—ultimately
resulting in budgetary savings.
This program equates to your first-year "bumper-to-bumper" warranty in effect every
year with NO additional costs for parts, software, labor, travel, nights, weekends, and/or
overtime.
What is included with a Tech Logic Warranty Continuation Plan?
• Bi-Annual onsite system review, maintenance, and performance adjustments. Labor is included
for up to 8 hours onsite per maintenance visit.
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• Remote technical support including:
• Toll-free phone support, available as a standard service during normal business hours with a
response time of 3 hours during prime shift for voice and electronic problem submissions
• A web-based ticket entry system that provides 24/7 online access, saving you time on the phone
• Email support via customercare@tech-logic.com
• Required maintenance or repair parts (including purchase and standard shipping).
• Required labor, travel, nights, weekends, and/or overtime.
What is not included with a Tech Warrant Logic
g y Continuation Plan?
• Recertifying equipment where a gap has occurred between the warranty periods and
subscribing to a program.
• ILS migration or upgrade support.
• Routine weekly/monthly maintenance/cleaning as described in the user's manual and
maintenance manuals.
• Software customization. This is a quotable activity based on scope of work.
• Non-covered conditions or situations (e.g. vandalism, natural disaster, etc. detailed in the AMH
Maintenance Program Terms)
• Bins and Fire Suppression
Tech Logic 1 835 Hale Avenue N, Oakdale, MN 55128 1 (800) 494-9330
Exhibit "A"
Warranty
Continuation
Support
Cost per beginning year two: 111 11
Software License and Support Included
Preventative Maintenance Visits (up to eight hours onsite) Bi-Annually
Onsite Service Calls During Normal Business Hours Included
Onsite Response Time for Critical Calls 24 hours**
Non-Normal-Wear Parts Included
Normal-Wear Partst Included
Standard S&H on normal wear parts Included
Software Custom izations/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
AMH Maintenance Program Terms
All customers who subscribe to any service program should review the program's full terms and
conditions for further details. This document is only an overview.
Maintenance programs are offered beginning in year two (2), beginning upon expiration of the
Library's first- year warranty. If there is a lapse of more than two months from warranty to
subscription, or if the library does not conduct routine cleaning/maintenance as prescribed in the
system manual, then a recertification visit (quoted) will be required in order for maintenance
programs to become available again for the system.
Preventative Maintenance Programs are available to all customers at all times, subject to recertification if
applicable.
Bins are not covered in the above programs and are the responsibility of the library after the one-
year warranty.
Fire Suppression Systems are not covered in the above programs and are the responsibility of
the library after the one-year warranty.
PURCHASER RESPONSIBILITY IN PRODUCT SELECTION. The Purchaser is solely responsible
for the selection, use, efficiency, fitness and suitability of Tech Logic's equipment and products.
The Purchaser assumes all risks and liabilities in connection with the use of Tech Logic's
equipment and products.
COMPLIANCE WITH LAWS, CODES, LICENSING, AND OTHER STANDARDS. The Purchaser
shall promptly advise Tech Logic of any state and/or local statutes, rules, codes, licensing,
regulations, and other standards which may affect this program and work performed hereunder;
and Purchaser shall pay for, and solely bear, all costs of compliance associated therewith.
LIMITATION OF LIABILITY FOR CONSEQUENTIAL AND SIMILAR DAMAGES. In no event
shall Tech Logic be
liable to Purchaser for any indirect, special, or consequential damages, or lost profits, that are not
the direct result of any act, omission, or negligence of Tech Logic or Tech Logic's agents. Unless
related to an act, omission, or negligence of Tech Logic or Tech Logic's agents, liability for defective
equipment is expressly limited to replacement or repair of defective equipment, subject to the
equipment warranties currently in effect.
LIMITATION ON AMOUNT OF DAMAGES. In the case of liability, each party's liability to the other
shall not exceed one hundred percent (100%) of the total Contract price. This limitation of liability
shall not apply to damages arising out of or relating to a party's failure to comply with confidentiality
obligations, if applicable; personal injury, including death, caused by the negligent or intentional acts
of a party or its representatives; damage to tangible property caused by the negligent or intentional
acts of a party or its representatives; damages arising out of any loss of data or other damage to
data caused by any disabling code or virus; and either county's obligation to pay litigation costs and
attorneys' fees of one or both parties if ruled accordingly by a judge or applicable authority.
Tech Logic 1 835 Hale Avenue N, Oakdale, MN 55128 1 (800) 494-9330
Exhibit "A"
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 by Tech Logic are limited to 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.
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