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Home My WebLink About3M Library Systems - Equipment Rental & Maintenance - 2014CITY OF NATIONAL CITY SHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND 3M LIBRARY SYSTEMS THIS AGREEMENT is entered into this 10th day of August, 2014, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and 3M LIBRARY SYSTEMS, a corporation (the "CONTRACTOR"). NOW, THEREFORE, CITY agrees to engage CONTRACTOR to perform the services set forth herein for the National City Public Library in accordance with the following terms and conditions: 1. Description of Services. CONTRACTOR shall provide services as outlined in attached proposal, Exhibit "A" (Terms and Conditions). To the extent that Exhibit "A" contains any terms or conditions that are inconsistent with the terms of this Agreement, this Agreement shall control. 2. Length of Agreement. The duration of this Agreement is from August 10, 2014 through August 10, 2015. 3. Compensation. The total compensation to CONTRACTOR for providing the services set forth herein shall not exceed an annual total cost of $8,598.60. The compensation for CONTRACTOR'S work shall be based upon and not exceed the rates given in Exhibit "A" (the labor rates) without prior written authorization from CITY. 4. Payment Schedule. CITY will make payment within thirty (30) days of receiving and approving a billing statement for the satisfactorily completed services of CONTRACTOR. 5. Termination. CITY may terminate this Agreement at any time by providing a one (1) day written notice to CONTRACTOR. 6. Independent Contractor. It is agreed that CONTRACTOR is an independent Contractor, and all persons working for or under the direction of CONTRACTOR are CONTRACTOR'S agents, servants and employees, and said persons shall not be deemed agents, servants or employees of CITY. 7. Insurance. CONTRACTOR shall obtain: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. H. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. Insurance certificates must specify certificate holder as: City of National City ATTN: Risk Manager 1243 National City Blvd National City, CA 91950-4301 8. Hold Harmless. CONTRACTOR shall defend, indemnify and hold CITY, its Officers, employees and agents harmless from any liability for damage or claims of same, including but not limited to personal injury, property damage and death, which may arise from CONTRACTOR, or CONTRACTOR'S subcontractors, agents or employees' operations under this Agreement. CITY shall cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. 2 2014 Agreement by and between 3M I.ibrary Services and City of National City 9. Acceptability of Work. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 10. Business License. CONTRACTOR must possess or shall obtain business license from National City Finance Department before beginning work. 11. Miscellaneous Provisions. A. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. B. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. C. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. D. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. E. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. F. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. G. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The CONTRACTOR shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. H. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 1. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. J. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. 3 2014 Agreement by and between 3M Library Services and City of National City CITY OF NATIONAL CITY Leslie Deese, City Manager PPROVED AS TO FORM: Claudiap' itua Silva City At orne CONTACT INFORMATION: CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4301 Phone: (619) 477-5800 Fax: (619) 477-5880 Contact: Minh Duong Title: City Librarian Dep.: National City Public Library Email: mdrongmduong@nationalcityca.gov 3M LIBRARY SYSTEMS (Corporation — signatures of two corporate officers required) By: I (Name) Ma fy Zilles Contract Administrator (Print) (Title) By: (Name) (Print) (Title) 3M LIBRARY SYSTEMS Attn: Contract Administrator P.O. Box 33900 St. Paul, MN 55133-3900 Phone: 800-328-0067 Fax: 888-263-1916 Contact: Kinya Williams Title: Service Sales Representative Email: Taxpayer I.D. No.: 41 -041 -77775 4 2014 Agreement by and between 3M Library Services and City of National City Date: 8/19/2014 3M Library Systems 3M Center PO Box 33900 St. Paul, MN 55133-3900 800-328-0067 www.3M.com/library Service Agreement: Charge To Account #: Contact: Telephone: CHP14176 Renewal Period: 08/11/14 to 08/10/15 NBY5002 MINH DUONG 619-470-5882 3M Products(s) Located at: 3MAcct#: Model CHP STAFF STA RDR CHP STAFF STA RDR CHP STAFF STA RDR CHP STAFF STA RDR CHP STAFF STA RDR CHP STAFF STA RDR CHP LRR READER CHP LRR READER CHP LRR READER CHP SELF CHECKOUT CHP SELF CHECKOUT CHP APPL SERVER Notes: 15% Discount Applied National City Public Library 1401 National City Blvd NATIONAL CITY CA 91950 NBY5002 Model Type 280116 280116 280116 280116 280116 280116 449535 449535 449535 7276593 7276593 7397349 Serial ID CHP002819 CHP002820 CHP002821 CHP002824 CHP002825 CHP002826 CHP011909 CHP011910 CHP01191 l CHP021664 CHP021665 CHP026264 Start Date End Date Amount 8/11/14 8/10/15 $267.75 8/11/14 8/10/15 $267.75 8/11/14 8/10/15 $267.75 8/11/14 8/10/15 $267.75 8/11/14 8/10/15 $267.75 8/11/14 8/10/15 $267.75 8/11/14 8/10/15 $559.30 8/11/14 8/10/15 $559.30 8/11/14 8/10/15 855930 8/11/14 8/10/15 $1,718.70 8/11/14 8/10/15 $1,718.70 8/11/14 8/10/15 $1,876.80 TOTAL $8,598.60 Payment Terms are "Net 30" Terms and Conditions WHAT WE WILL DO: Hardware: hi consideration of payment of the agreement price, 3M will furnish labor and replacement parts necessary to maintain the Equipment specified in this agreement in proper operating condition during the term of this agreement, provided that the Equipment is installed by an authorized 3M Service Provider and used as directed. This Service Agreement covers Equipment failure during normal usage. 3M agrees to provide: • On -site remedial maintenance during On -Site Coverage Hour; When 3M is notified that the Equipment is not in good working order. 3M will provide a toll -free telephone number for Customer to place, and 3M will receive, Equipment maintenance service calls twenty-four (24) hours per day, seven (7) days per Week. • All labor, service parts and Equipment modifications 3M deems necessary to maintain the Equipment in good working order. All service parts will be furnished on an exchange basis and will be new parts or parts of equal quality. For certain Equipment, 3M reserves the right to replace the entire unit with new equipment or equipment of equal quality when 3M determines that replacement is more economical titan on -site repair. All Equipment and service parts removed for replacement become the property of 3M. Software: In consideration of payment of the agreement price, 3M will famish over -the -phone software support and remote troubleshooting of the 3M Software specified in this agreement as well as updates necessary to maintain the 3M Software specified in this agreement in proper operating condition during the term of this agreement, provided that the 3M Software is installed and used as directed. 3M agrees to provide: • All software configuration modifications 3M deems necessary to maintain the 3M Software in good working order • 3M Software updates • Internet Filter list updates (as applicable) • A toll -free telephone number for Customer to place and 3M to receive software support calls. Over -the -phone software support calls may be placed twenty-four (24) hours per day, seven (7) days per week. Calls will be addressed during 3M Software Support Coverage Hours in the order they were received. WHAT IS NOT COVERED: The basic maintenance fee does not include and 3M is not obligated to provide or perform repair of damage or increase in service time caused by (i) failure of Customer to provide continually a proper operating environment and supply of power as prescribed by the Equipment manufacturer, (ii) accident; (iii) Acts of God, including but not limited to fire, flood, water, wind and lightning; (iv) neglect, abuse or misuse; (v) failure of Customer to follow 3M's published operating instructions; (vi) modification, service or repair of the Equipment tby other than 3M authorized personnel; (vii) use of Equipment for purposes other than for which designed; (viii) painting or refinishing equipment; (ix) relocation of the equipment; (x) replacement of broken or damaged cabinetry; to include items such as lattices, base covers, book check covers, etc.; (xi) electrical work external to the Equipment; (xii) cosmetic restoration (e.g., filling of holes in floor or walls, plugging or wire run openings, removal of tape residue, etc.) after removal or relocation of equipment for any reason; (xiii) restoration of Equipment performance when it has been degraded by placement of unauthorized interference sources within the affected range of said equipment; (xiv) service requests related to use of markers (strips) other than those manufactured by 3M or its authorized distributor(s), (xv) modification, or repair of the 3M Software by other than 3M authorized personnel; (xvi) use of the 3M Software for purposes other than for which designed; (xvii) virus / hacker activity; (xviii) Non-3M Software related updates and upgrades including, but not limited to, Operation System, Anti -Virus, Intrusion Detection. (xix) labor or materials associated with consumables such as receipt printer paper, separator jaws, patron counter batteries, and similar items. RENEWAL: This agreement is NOT automatically renewable. If a renewal agreement is offered by 3M, the agreement price quoted will reflect the age of the product and the service costs at the time of renewal. ENTIRE AGREEMENT: This instrumem sets forth the entire agreement between the parties, and no representation, promise or condition not contained herein shall modify these terms whether made prior to or subsequent to the execution of this agreement. Library Systems 3M Center, Building 225-4N-14 St. Paul, MN 55144-1000 1-800-328-0067 www.3M.com/library Printed in U.S.A. Copyright C 2009, 3M. All rights reserved. 3M is a trademark of 3M. 78-8123-7221-3 Rev B EXHIBIT A )1ANI. L% CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk 3M LIBRARY SYSTEMS Equipment Rental & Maintenance for the National City Library Minh Duong (Library) Forwarded Copy of Agreement to 3M Library Systems