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CM-08-01-003BLUE SHEET FORMAT DATE: January 9, 2008 SUBJECT: City Manager - January 11, 2008 ITEM: Consider having the City Manager sign a service agreement with Troy Group, Inc for coverage of the new Troy MICR printer. Department: Finance Staff Person: Cindy Demers, Finance Director Justification: This service agreement covers the new Troy MICR printer that Finance uses to issue checks on the City's bank accounts. This agreement is needed to cover the first year of service. Funding: Cost: 275.00 Source of funds: General Fund Background Information: N/A Public Comment: N/A Blue Sheet Format Updated 01/20/04 Group, Inc. July 26, 2007 15 ADM -ITC City of Round Rock 221 E. Main St Round Rock, TX 78664 Dear Sir/Madam: Thank you for choosing TROY Group, Inc for your check printing needs. As the world leader in MICR printing products and supplies, we take our commitment to providing state-of-the-art MICR products seriously. This means that every TROY product you purchase has been tested by one of our meticulous MICR specialists to ensure quality results every time you print. We know it's important that your MICR documents always go out on time, and you have opted for onsite maintenance, purchased through City of Round Rock., for your TROY 4250 MICR printer. Your current depot repair service is being upgraded and will become active by returning the enclosed maintenance agreement. When you compare the cost of a single onsite "time and materials" service call (which can easily run over $400.00), it's easy to see the value of a TROY annual onsite maintenance agreement. So sign up today! • Simply fill out the TROY Product Service Agreement and Attachment One and mail or fax them back to us today. If you would prefer to mail in signed contract and payment, please remit to our Wheeling, WV office location. • If you have any questions, call 1-800-633-2266 and ask for Contracts Administration. We've been leading the way in MICR technology for almost 30 years and are pleased to offer a full range of products for your financial payment needs. From electronic transfers to check production, combining innovative technology to provide you with powerful payment solutions — software, services, printers, toner cartridges, e-commerce, digital imaging, check paper — you can count on secure, effective, quality results from TROY. Sincerely, Micheffe Breiding Michelle Breiding Contracts Administrator Ext. 222 C,N 06, 0.003 TROY PRODUCT SERVICE AGREEMENT between TROY GROUP INC and City of Round Rock TROY Group, Inc (TROY) with its principal offices at 2331 South Pullman Street, Santa Ana, California 92705, and the Customer hereby agree to the terms and conditions of this Agreement whereby TROY agrees to provide and the Customer agrees to pay for equipment maintenance service as fully specified herein and in Attachment One. 1. TERM OF AGREEMENT 1.1. The term of this agreement is shown on Attachment One. 2. WARRANTY PERIOD OF MAINTENANCE 2.1. The warranty period of maintenance on the TROY 4250 MICR Printer is for one-year from the date of purchase. During this warranty period, service is provided via depot return unless otherwise specified. 2.2. Thereafter charges set forth in Attachment One shall entitle the Customer to parts and labor and on-call maintenance as specified in Attachment One, excluding holidays observed by TROY. 3. EQUIPMENT INSTALLATION AND RELOCATION 3.1. The Customer is responsible for installation, unless otherwise arranged. 3.2. After the original installation, the Customer must notify TROY in writing within thirty days of the relocation of any equipment covered by this Agreement. The Customer will, at its own expense, furnish labor for packing and unpacking equipment and both labor and equipment needed for moving equipment to the new location. If the new location is at different premises, causing TROY to expend increased travel time and cost, Customer agrees to pay reasonable increased monthly maintenance charges. If the relocation takes the printer to a different service zone, TROY reserves the right to increase the level of response time, if necessary. 4. EXCLUSIONS 4.1. Toner cartridges, MICR font cards, and other like consumables are not covered by this Agreement. The Printer Maintenance Kit is a consumable, the Kit and or the installation of the Kit is not covered under this Agreement. 4.2. Printer accessory items such as duplexers, stackers, high capacity paper trays, specifically but not limited to, are not covered by this Agreement. Accessory items may be included in the Agreement for an additional charge if included on Attachment One. 4.3 TROY one-year warranties and extended -year support contracts cover TROY printers under that time duration, and if a failure occurs, TROY will provide support and service for the printer. TROY strongly recommends the use of TROY MICR toner cartridges which have been tested as a system with the TROY printer, font, and security check paper to produce consistent, reliable MICR readability. During development and manufacturing of TROY solutions, the MICR line and output quality is rigorously tested using ANSI, ABA, and APACS standards to assure readability as the document passes through the banking system. TROY has no ability to assure the ongoing standards of other brands or to ensure reliable output if non -TROY toner cartridges are used. If TROY customers use non -TROY -branded toner cartridges, and that non -TROY -branded toner cartridge causes malfunctions in the TROY printer, the repair is not covered under TROY warranty or maintenance agreements. If TROY printer problems occur with non -TROY - branded toner cartridges, it is recommended that the customer request remedy from the manufacturer of the non -TROY toner cartridge, or to request that TROY perform the necessary repairs under time and materials charges. 5. TAXES 5.1. There shall be added to the above charges an amount equal to any municipal, state, and federal taxes, however designated, levied or based on such charges of this Agreement that may be paid or be taxable by TROY. These additional charges shall also include any tax (excluding income tax) not presently deemed applicable, but which is hereinafter held or ruled applicable by new law, interpretation of existing law or otherwise. Government entities shall only be responsible for any taxes for which it is not exempt. 6. PAYMENTS 6.1. All charges set forth in Attachment One of this Agreement including taxes shall be prepaid in advance. Maintenance is not in effect if invoice is not paid prior to the beginning term date of contract. Visa, Master Card and company checks are acceptable methods of payment. 7. CONDITIONS 7.1. Customer shall indemnify, defend hold harmless, and hereby releases and dischargers TROY and its subsidiaries, and their respective owners, employees, directors, officers, agents, affiliates, insureds, successors, and assigns (collective, "Indemnified Parties"), for, from, and against all claims, demands, liabilities, losses, damages, penalties, costs, costs and expenses, including reasonable attorneys' fees, arising out of, resulting from, or in connection with the performance of the work performed, in connection with this Agreement. 7.2. Customer shall use the equipment described above in accordance with the instructions of the manufacturer and shall not permit anyone other than TROY authorized maintenance personnel to perform maintenance work or attempt repairs or adjustment of the equipment. Customer agrees to notify TROY if any piece of equipment being serviced hereunder is sold or is moved from its present location. 7.3. Customer shall permit free access to equipment, and shall provide adequate storage space, working space, heat, light, ventilation, specified electric circuits and outlets for the use of TROY authorized maintenance personnel. Such facilities shall be provided by Customer without cost to TROY. It is understood that TROY is acting hereunder as an independent contractor and that its authorized maintenance personnel shall be subject only to supervision and instruction of TROY. 7.4. In connection with TROY's obligations hereunder, TROY reserves the right, at its option, to replace any part which fails to perform its function under normal use in accordance with the specifications therefore, rather than to repair same, and TROY reserves the further right to substitute, at its option, new and improved parts which are capable of performing a function similar to that of the replaced part. 8. GENERAL 8.1 TROY warrants that TROY shall, during the term of this agreement, repair or replace any items of equipment which may be damaged solely as a result of negligence on the part of TROY personnel. Other than the foregoing warranty, TROY provides the service on as "AS IS" basis, AND MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE MERCHANTABILITY OR FITNESS OF SERVICE OR ANY EQUIPMENT SUPPLIED BY TROY FOR ANY PARTICULAR PURPOSE. Without limiting the foregoing, in no event shall TROY be liable for any loss of the use of any items of equipment to be serviced hereunder or any failure of any equipment to perform properly or for any incidental, indirect or consequential damages resulting from the service or provision of any equipment by TROY, whether under theory of warranty, tort or products liability. In no event shall TROY's liability hereunder exceed the cost of replacement of the equipment being serviced hereunder. 8.2. If either party shall be in default with respect to any of its covenants under this agreement and such default continues for thirty days after written notice thereof by the other party, this Agreement may be terminated by such other party at the end of said thirty -day period without further notice. Such termination shall be in addition to all other remedies arising from such default. 8.3. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of California without regard to its conflicts of laws. Any claim or controversy arising out of or related to this Agreement or any breach thereof shall be submitted to the Superior Court of the State of California, Santa Ana in Orange County, and the parties hereto hereby consent to the exclusive jurisdiction and exclusive venue of such court. Any previous agreements between the parties with respect to the service specified in this agreement are superseded. This agreement may not be altered or modified except by an authorized officer or representative of each of the parties hereto. TROY shall not be liable for any failure or delay in performance hereunder if such failure or delay is due, in whole or in part, to any cause beyond its control. The terms and conditions herein contained shall prevail notwithstanding any variance with items and conditions in any purchase order or other documents. 8.4. Customer acknowledges that TROY has especially trained its personnel who perform maintenance service hereunder. Customer hereby agrees that, during the term of this agreement, it will not solicit or otherwise attempt to employ such TROY employees for the purpose of performing maintenance on any equipment manufactured by TROY. 8.5. This Agreement is made by and between Customer and TROY and creates no rights in or to any third parties. 8.6. During the period beginning with the date hereof and ending three (3) years after all services to be provided hereunder have been performed, neither Customer nor its affiliates shall offer employment to any existing employee of TROY. For purposes of this paragraph the term "affiliate" shall be deemed to include any person or entity, which is directly or indirectly: (i) owned or controlled by the Customer in question; (ii) owns or controls such Customer or (iii) is owned or controlled by any person or entity described in clause ii) of this sentence. Notwithstanding the above, there shall be no restriction on soliciting or hiring TROY's personnel, and no payment to them if employees are solicited, hired or used as contractors more than three (3) years after they leave TROY's employment, or if a mutually acceptable written agreement between TROY and Customer is made prior to any employment offers being made. 8.7. No waiver of any right or remedy on one occasion by either party shall be deemed a waiver of such right or remedy on any other occasion. 8.8. This Agreement may be executed by duly authorized officers of the respective parties hereto in any number of counterparts, each of which shall be deemed the original. This Agreement may be translated into any other language and such translation may be initialed, but only this Agreement in the English language shall be deemed the original. If any conflict exists between the English language and the translation, the English language version shall control. In the event that any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and shall be construed so as best effectuate the intention of the parties upon execution. 8.9. If any provisions of this agreement shall be unlawful, void or for any reason enforceable it shall be deemed severable from, and shall in no way effect the validity or enforceability of the remaining provisions of the agreement. 8.10. This document and all documents referred to or incorporated herein by reference contain all agreements, warranties, understandings, conditions, covenants, and representations made between Customer and TROY. Neither TROY nor Customer shall be liable for any agreements, warranties understandings, conditions, covenants, and representations that are not expressly set forth in this Agreement. Any different or additional terms and conditions in any purchase order, invoice or other document are hereby expressly rejected by TROY and shall have no force or effect. This Agreement may only be modified in writing by an instrument signed by an authorized representative of each party. In the event of a conflict between the terms and conditions of this Agreement and the Customer application, the terms and conditions of this Agreement shall prevail. 8.11. All purchases under this Agreement shall be governed by this Agreement. In the event of a conflict between provisions of this Agreement and the terms and conditions of Customer's purchase order, the terms and conditions of this Agreement shall prevail. This Agreement and its applicable attachments are the complete agreement regarding these transactions, and replace any prior oral or written communications between TROY and City of Round Rock. By signing below for each respective Enterprise, TROY and City of Round Rock agree to the terms of this Agreement. Accepted by: TROY Group Inc Accepted by . ustomer: City of Round Rock Signature: Signature: Name: Name: Ja Title: Title: Date: Date: City Manager 1- II -0`6 Phone:(512) 218-5401 Email: jnuse@round-rock . tx . us ATTACHMENT ONE PRODUCT SERVICE AGREEMENT between TROY GROUP INC and City of Round Rock Customer Name: City of Round Rock Bill to Address: 221 E. Main St Round Rock, TX 78664 Model/Description Serial# TROY 4250 Check Printer CNRXB81852 Service Address: City of Round Rock 221 E. Main St Round Rock, TX 78664 Basic Principle Period Upgraded Warranty Monday through Friday 8:OOam - 7:OOpm ET Contract Extension N/A The term of this agreement begins on start June 10, 2007 and will end on June 9, 2008. TROY will provide written notice at least sixty days prior to the last day of the anniversary of this Agreement regarding renewal unless either party gives written notice of termination sixty days prior to the anniversary date. Average on-site response time during the stated coverage period will be within nine working hours of a service request at least 80 percent of the time, unless deferred to a more convenient time by the customer. The Customer agrees to pay the following charges for on-site upgraded warranty service in accordance with the terms set forth in the Product Service Agreement between above parties, as dated. CHARGE PER PRINTER: $275.00 TOTAL CHARGE: $ 275.00 For second and subsequent years, support will be invoiced at after -warranty price. Holidays observed by TROY are: New Years Eve, New Years Day, Presidents Day, Spring Holiday (Good Friday), Memorial Day, 4th of July, Labor Day, Thanksgiving Day and the day after Thanksgiving, Christmas Eve and Christmas Day. Accepted by: TROY Group Inc 2331 S. Pullman Street Santa Ana, CA 92705 Accepted by: City of Round Rock Customer: 221 E. Main St Round Rock, TX 78664 Signature: Signature: Print Name: Print Nam - Ja es R. Nuse, P.E. Title: Title: City Manager Date: Date: l" `t-' 0` j Cust#: TSI9031