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HomeMy WebLinkAboutUntitled (2) III S AmeriData d Operations r•:., arters Telephone:6 -2500 North Central Region Service Telephone:612-531-3840 10200 51st A 1. orjti 1:611 Free:801 tas 9433 Science Center Drive Toll Free:800-811-1671 Minneapolis ' - 44i Facsimile:61 - 946 New Hope,MN 55428 Facsimile:612-531-3886 CITY OF OAK PARK HEIGHTS Effective Date 5-12-96 Customer No. OAK080 Cust.P0 AGREEMENT FOR AMERIDATA SERVICES Customer Name: City of Oak Park Heights Street Address: 14168 57th Street N., P.Cj Box 2007 City: Stillwater State: MN Zip: 55082 Customer Contact: Phone: Customer identified above, agrees to purchase and AmeriData agrees to furnish On-Site Maintenance Service("Maintenance") for the Equipment listed on the Customer Equipment List which is attached to and made part of this Agreement. This Agreement constitutes the entire Agreement between Customer and AmeriData,and replaces all prior oral or written communication between the parties. Definitions: The following definitions are integral to the Terms of this Agreement. A.Effective Date-the mutually agreed to date to begin the F.Remedial Maintenance-the service furnished to restore maintenance coverage for Eligible Equipment under this Agreement. Equipment to good operating condition. B.Eligible Equipment-the Equipment which is acceptable for TERMS AND CONDITIONS Maintenance under this Agreement as included on the Customer 1.TERM Equipment List included herein. Eligible Equipment may be: (1)AmeriData supplied Equipment,which may be in or out of The initial term of this Agreement is for a period of one(1)year warranty; from its Effective Date. At the end of the initial term,and any (2)Equipment which is acceptable as a result of AmeriData's pre- subsequent renewal terms,this Schedule will automatically renew acceptance inspection;or for a successive one(1)year period unless either party provides the (3)Equipment which was previously under AmeriData's maintenance other party with w:itten notice at least thirty(30)days prior to the coverage immediately prior to acceptance under this Agreement. Effective Date anniversary. Equipment added after the Effective Date will assume the remaining portion of the initial term or C.Maintenance-Remedial On-Site Maintenance Service furnished subsequent renewal term. under this Agreement. D.Normal Office Hours-8 AM-5 PM(local time)Monday through 2.TAXES Friday,excluding the following holidays,as observed by AmeriData: Customer agrees to pay all applicable taxes which result from any New Years Day,Memorial Day,Independence Day,Labor Day, transaction under this Agreement,excluding taxes based on Thanksgiving Day and Christmas Day. AmeriData's net income. If Customer claims exemption from any E.Normal Wear-the wear that occurs to Equipment while operated such taxes,Customer will provide AmeriData with the within specifications and for the purpose for which it is intended. documentation required by the taxing authority,to support the exemption. Customer and AmeriData acknowledge that they have read and understand the Terms and Conditions of this Agreement and by their signatures below,agree to be legally bound by such Terms and Conditions. Accepted by: Accepted by: ' ` Customer Name City of Oak Park Heights AmeriD a,Inc. By (Authorized Sign,ture By (Aut prized Signa ro)) �k ,, / , s e(ty t or print) Judy L. Hoist Name(type or print) Jay Gordon Title Deputy Clerk/Finance Dir.. Title Servic Mana er Date April 12, 1996 Date 11 'II) FOR SERVICE CALL 1-800/S8S-2508 OR 612/559-2520 0 I TERMS AND CONDITIONS.. 3.INVOICES AND CHARGES B.Customer agrees to provide and maintain timely and accurate inventory listings of Equipment under this Agreement and to notify AmeriData A.Charges for Maintenance,in accordance with the Customer Equipment within seven(7)days of any alteration,modification or relocation of such List,begin on the Effective Date and will be invoiced in advance. Invoices Equipment. are due and payable upon receipt,and are deemed as late if payment is not received within thirty(30)days of invoice date. Monthly charges due for 7.REMEDY fractional parts of a calendar month will be computed at a rate of one- thirtieth of the monthly charges for each day. Late payments are subject to AmeriData's entire liability and Customer's exclusive remedy, for any a 2% per month surcharge, or the maximum rate permitted by law, claim concerning performance or nonperformance by AmeriData pursuant whichever is less, to or in any other way related to this Agreement or any Supplement hereto, shall be limited to the recovery of actual damages as follows: AmeriData's B. Extra charges will apply to 1) service calls authorized by Customer liability for damages to Customer for any cause whatsoever,and regardless which are outside Normal Office Hours of coverage;2)service for causes of the form of action,whether in contract or in tort including negligence, not attributable to Normal Wear; and 3) other services such as, but not shall be the lesser of 515,000 or the amount which would be due for six(6) limited to, software fixes, refurbishment, cosmetic enhancement, month's Maintenance provided under this Agreement. This limitation of installation,deinstsliafion and relocation of Equipment Such charges will liability will not apply to claims for personal iniury or damage to real or be invoiced to Customer after the service is furnished in accordance with tangible personal property caused by AmeriData's negligence. AmeriData's then current pricing and applicable business practices. 8.TERMINATION C. AmeriData may adjust the charges for service provided under this Agreement,effective anytime after the initial term, by providing at least A. Except as otherwise specified in this Agreement, either party may sixty(60)days prior written notice which may be given during the initial terminate Maintenance for Equipment after the initial term or any renewal term. term by giving at least thirty(30)days prior written notice,which may be given prior to the Agreement anniversary date. 4.DISCLAIMER OF WARRANTY AND LIMITATION OF REMEDIES AND LIABILITIES. B. During the initial term or the period covered by any renewal term, Customer may, after providing at least thirty (30) days written notice, A.AMERIDATA MAKES NO WARRANTIES,EXPRESS OR IMPLIED, terminate unit(s) of Equipment by paying any early termination charge INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF equal to thirty(30) percent of the remaining charges applicable for such MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. terminated Equipment for its remaining term. B. AMERIDATA WILL NOT BE LIABLE FOR ANY LOSS OR C.Either party may terminate this Agreement for failure of the other to DAMAGES CAUSED BY DELAY IN FURNISHING EQUIPMENT, comply with its Terms and Conditions. PRODUCTS, SERVICES OR ANY OTHER PERFORMANCE UNDER THIS AGREEMENT. AMERIDATA'S ENTIRE LIABILITY AND D. Upon termination of this Agreement, Customer agrees not to disclose CUSTOMER'S EXCLUSIVE REMEDIES FOR AMERIDATA'S any maintenance aids,which may be in the form of software or written LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR documentation, that was provided by AmeriData in providing service NEGLIGENCE) FOR THE SERVICES COVERED BY THIS under this Agreement. AGREEMENT ARE LIMITED TO THE REMEDIES PROVIDED IN THIS AGREEMENT AS IDENTIFIED BY THE WORDS "REMEDY" 9.GENERAL PROVISIONS OR"REMEDIES". A.Customer may not assign or otherwise transfer its rights or obligations C. IN NO EVENT WILL AMERIDATA BE LIABLE FOR ANY under this Agreement except with the written consent of AmeriData,which INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL shall not be unreasonably withheld. DAMAGES,THIRD PARTY CLAIMS,LOSS OF USE,LOSS OF DATA, LOSS OF INCOME OR PROFIT,LOSS OF VALUE TO EQUIPMENT B.AmeriData will not be responsible for failure to perform its obligations OR AFFILIATED COMPONENTS. under this Agreement due to causes beyond its reasonable control. 5.DESCRIPTION OF MAINTENANCE C. This Agreement may not lx changed except by written amendment signed by authorized representatives of the parties. A.AmeriData will provide Maintenance during Normal Office Hours for the charges specified in the Customer Equipment List. Maintenance D.This Agreement shall be governed by the laws of the State of Minnesota. includes: (1)On-Site Remedial Maintenance; E.No action under this Agreement may be brought by either party more (2)Labor and parts required because of Normal Wear; than two(2)years after the cause of action has accrued. (3) Installation of parts, either new or refurbished to perform as if new (replaced parts will become the property of AmeriData);and F. The Terms and Conditions of this Agreement shall prevail over any (4) Use of tools, test equipment, maintenance aids and remote access by conflicting,additional or other terms appearing on any order submitted by maintenance personnel. Customer. B.For certain Equipment,AmeriData may subcontract Maintenance. G.If any provision of this Agreement is deemed,by a court of competent jurisdiction,invalid or unenforceable,such judgement shall not invalidate 6.CUSTOMER RESPONSIBILITIES or render unenforceable the remainder of the Agreement. A.Customer agrees,at no cost to AmeriData,to: H.Customer represents that it has the authority to enter this Agreement. (1)Not attempt repairs to the Equipment unless authorized by AmeriData; (2)Notify AmeriData immediately of Equipment failure; I.Any notice,under this Agreement,shall be in writing and forwarded via (3) Allow maintenance personnel full, free and timely access to the United States Mail. Equipment; (4)Permit use of remote access when applicable; J.AmeriData reserves the right to cancel this Agreement if Customer is in (5) Provide reasonable facilities such as, but not limited to,a work area default of any other Agreement with AmeriData. with adequate heat,light and power and access to local telephone line(long distance telephone charges shall be the responsibility of AmeriData); K. The failure to enforce any provisions of this Agreement shall not (6)Maintain site environment which is consistent with the manufacturer's constitute a waiver of or right to pursue any prior or subsequent breach specifications which includes, but is not limited to, adequate free space violation or default of the Agreement. immediately to the equipment,so as not to in any way obstruct air flow,and proper anti-static procedures to minimize static buildup; L. AmeriData's programs, documentation, manuals, and other printed (7)Perform routine cleaning and replace consumable items,including but material are confidential in nature and shall not be used or disclosed to a not limited to, batteries, printer ribbons, toner cartridges, paper and third party by Customer for any purpose other than as necessary to replaceable print bands;and perform this Agreement. AmeriData and Customer shall each exercise the (8)Execute proper data back-up and recovery procedures before and after same standard of care to protect any proprietary or confidential data of the service is rendered under this Agreement. AmeriData is not responsible for other disclosed during the performance of this Agreement, as is used to any cost associated with lost data or reconstructing data which may be lost protect its own proprietary or confidential data. while performing service hereunder. ASF 0003 STD-REV.03-01-95 AmeriData, Operations Headquarters Telephone:612-557-2500 North Central Region Service Telephone:612-531-3840 10200 51st Avenue North Toll Free:800-US-Datas 9433 Science Center Drive Toll Free:800-811-1671 Minneapolis,MN 55442 Facsimile:612-557-6946 New Hope,MN 55428 Facsimile:612-531-3886 c) epil'ef2 Effective Date 5-12-96 615! e5 -• Customer No. OAK080 Cust.PO AGREEMENT FOR AMERIDATA SERVICES Customer Name: City of Oak Park Heights Street Address: 14168 57th Street N., P.O.Box 2007 City: Stillwater State: MN Zip: 55082 Customer Contact: Phone: Customer identified above, agrees to purchase and AmeriData agrees to furnish On-Site Maintenance Service ("Maintenance") for the Equipment listed on the Customer Equipment List which is attached to and made part of this Agreement. This Agreement constitutes the entire Agreement between Customer and AmeriData,and replaces all prior oral or written communication between the parties. Definitions: The following definitions are integral to the Terms of this Agreement. A.Effective Date-;the mutually agreed to date to begin the F.Remedial Maintenance the service furnished to restore maintenance coverage for Eligible Equipment under this Agreement. Equipment to good operating condition. B.Eligible Equipment-the Equipment which is acceptable for TERMS AND CONDITIONS Maintenance under this Agreement as included on the Customer 1.TERM • Equipment List included herein. Eligible Equipment may be: (1)AmeriData supplied Equipment,which may be in or out of The initial term of this Agreement is for a period of one(1)year warranty; from its Effective Date. At the end of the initial term,and any (2)Equipment which is acceptable as a result of AmeriData's pre- subsequent renewal terms,this Schedule will automatically renew acceptance inspection;or for a successive one(1)year period unless either party provides the E ui merit which was reviousl under AmeriData's maintenance other party with written notice at least thi 30 days-prior to the CS) 9 P P Y PI`h' �'( ) coverage immediately prior to acceptance under this Agreement. Effective Date anniversary. Equipment added after the Effective Date will assume the remaining portion of the initial term or C.Maintenance-Remedial On-Site Maintenance Service furnished subsequent renewal term. under this Agreement. D.Normal Office Hours-8 AM-5 PM(local time)Monday through 2.TAXES Friday,excluding the following holidays,as observed by AmeriData: Customer agrees to pay all applicable taxes which result from any New Years Day,Memorial Day,Independence Day,Labor Day, transaction under this Agreement,excluding taxes based on Thanksgiving Day and Christmas Day. AmeriData's net income. If Customer claims exemption from any E.Normal Wear-the wear that occurs to Equipment while operated such taxes,Customer will provide AmeriData with the within specifications and for the purpose for which it is intended. documentation required by the taxing authority,to support the exemption. Customer and AmeriData acknowledge that they have read and understand the Terms and Conditions of this Agreement and by their signatures below,agree to be legally bound by such Terms and Conditions. Accepted by: Accepted by: Customer Name City of Oak Park Heights AmeriData,Inc. Bylthorized Signature) By:(Authorized Signature) Naitfe(type/ifr print) Judy L. HO 1St Name(type or print) Jay Gordon Title Deputy Clerk/Finance Dir. . Title Service Manager Date April 12 , 1996 Date FOR SERVICE CALL 1-800/888-2508 OR 612/557-2520 I S TERMS AND CONDITIONS 3.INVOICES AND CHARGES B.Customer agrees to provide and maintain timely and accurate inventory listings of Equipment under this Agreement and to notify AmeriData A.Charges for Maintenance,in accordance with the Customer Equipment within seven(7)days of any alteration,modification or relocation of such List,begin on the Effective Date and will be invoiced in advance. Invoices Equipment. are due and payable upon receipt,and are deemed as late if payment is not received within thirty(30)days of invoice date. Monthly charges due for 7.REMEDY fractional parts of a calendar month will be computed at a rate of one- thirtieth of the monthly charges for each day. Late payments are subject to AmeriData's entire liability and Customer's exclusive remedy, for any a 2% per month surcharge, or the maximum rate permitted by law, claim concerning performance or nonperformance by AmeriData pursuant whichever is less. to or in any other way related to this Agreement or any Supplement hereto, shall be limited to the recovery of actual damages as follows: AmeriData's B. Extra charges will apply to 1) service calls authorized by Customer liability for damages to Customer for any cause whatsoever,and regardless which are outside Normal Office Hours of coverage;2)service for causes of the form of action,whether in contract or in tort including negligence, not attributable to Normal Wear; and 3) other services such as, but not shall be the lesser of$15,000 or the amount which would be due for six(6) limited to, software fixes, refurbishment, cosmetic enhancement, month's Maintenance provided under this Agreement. This limitation of installation,deinstallation and relocation of Equipment. Such charges will liability will not apply to claims for personal injury or damage to real or be invoiced to Customer after the service is furnished in accordance with tangible personal property caused by AmeriData's negligence. AmeriData's then current pricing and applicable business practices. 8.TERMINATION C. AmeriData may adjust the charges for service provided under this Agreem?nt,effective anytime after the initial term, by providing at least A. Except as otherwise specified in this Agreement, either party may sixty(60)days prior written notice which may be given during the initial terminate Maintenance for Equipment after the initial term or any renewal term. term by giving at least thirty(30)days prior written notice,which may be given prior to the Agreement anniversary date. 4.DISCLAIMER OF WARRANTY AND LIMITATION OF REMEDIES AND LIABILITIES. B. During the initial term or the period covered by any renewal term, Customer may, after providing at least thirty (30) days written notice, A.AMERIDATA MAKES NO WARRANTIES,EXPRESS OR IMPLIED, terminate unit(s) of Equipment by paying any early termination charge INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF equal to thirty(30) percent of the remaining charges applicable for such MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. terminated Equipment for its remaining term. B. AMERIDATA WILL NOT BE LIABLE FOR ANY LOSS OR C. Either party may terminate this Agreement for failure of the other to DAMAGES CAUSED BY DELAY IN FURNISHING EQUIPMENT, comply with its Terms and Conditions. PRODUCTS, SERVICES OR ANY OTHER PERFORMANCE UNDER THIS AGREEMENT. AMERIDATA'S ENTIRE LIABILITY AND D. Upon termination of this Agreement, Customer agrees not to disclose CUSTOMER'S EXCLUSIVE REMEDIES FOR AMERIDATA'S any maintenance aids,which may be in the form of software or written LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR documentation, that was provided by AmeriData in providing service NEGLIGENCE) FOR THE SERVICES COVERED BY THIS under this Agreement. AGREEMENT ARE LIMITED TO THE REMEDIES PROVIDED IN THIS AGREEMENT AS IDENTIFIED BY THE WORDS "REMEDY" 9.GENERAL PROVISIONS OR"REMEDIES". A.Customer may not assign or otherwise transfer its rights or obligations C. IN NO EVENT WILL AMERIDATA BE LIABLE FOR ANY under this Agreement except with the written consent of AmeriData,which INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL shall not be unreasonably withheld. DAMAGES,THIRD PARTY CLAIMS,LOSS OF USE,LOSS OF DATA, LOSS OF INCOME OR PROFIT,LOSS OF VALUE TO EQUIPMENT B.AmeriData will not be responsible for failure to perform its obligations OR AFFILIATED COMPONENTS. under this Agreement due to causes beyond its reasonable control. 5.DESCRIPTION OF MAINTENANCE C. This Agreement may not be changed except by written amendment signed by authorized representatives of the parties. A.AmeriData will provide Maintenance during Normal Office Hours for the charges specified in the Customer Equipment List. Maintenance D.This Agreement shall be governed by the laws of the State of Minnesota. includes: (1)On-Site Remedial Maintenance; E.No action under this Agreement may be brought by either party more (2)Labor and parts required because of Normal Wear; than two(2)years after the cause of action has accrued. (3) Inst.:nation of parts, either new or refurbished to perform as if new (replaced parts will become the property of AmeriData);and F. The Terms and Conditions of this Agreement shall prevail over any (4) Use of tools, test equipment, maintenance aids and remote access by conflicting,additional or other terms appearing on any order submitted by maintenance personnel. Customer. B.For certain Equipment,AmeriData may subcontract Maintenance. G.If any provision of this Agreement is deemed,by a court of competent jurisdiction,invalid or unenforceable,such judgement shall not invalidate 6.CUSTOMER RESPONSIBILITIES or render unenforceable the remainder of the Agreement. • A.Customer agrees,at no cost to AmeriData,to: H.Customer represents that it has the authority to enter this Agreement. (1)Not attempt repairs to the Equipment unless authorized by AmeriData; (2)Notify AmeriData immediately of Equipment failure; I.Any notice,under this Agreement,shall be in writing and forwarded via (3) Allow maintenance personnel full, free and timely access to the United States Mail. Equipment; (4)Permit use of remote access when applicable; J.AmeriData reserves the right to cancel this Agreement if Customer is in (5) Provide reasonable facilities such as, but not limited to, a work area default of any other Agreement with AmeriData. with adequate heat,light and power and access to local telephone line(long distance telephone charges shall be the responsibility of AmeriData); K. The failure to enforce any provisions of this Agreement shall not (6)Maintain site environment which is consistent with the manufacturer's constitute a waiver of or right to pursue any prior or subsequent breach specifications which includes, but is not limited to, adequate free space violation or default of the Agreement. immediately to the equipment,so as not to in any way obstruct air flow,and proper anti-static procedures to minimize static buildup; • L. AmeriData's programs, documentation, manuals, and other printed (7)Perform routine cleaning and replace consumable items,including but material are confidential in nature and shall not be used or disclosed to a not limited to, batteries, printer ribbons, toner cartridges, paper and third party by Customer for any purpose other than as necessary to replaceable print bands;and perform this Agreement. AmeriData and Customer shall each exercise the (8)Execute proper data back-up and recovery procedures before and after same standard of care to protect any proprietary or confidential data of the service is rendered under this Agreement. AmeriData is not responsible for other disclosed during the performance of this Agreement, as is used to any cost associated with lost data or reconstructing data which may be lost protect its own proprietary or confidential data. while performing service hereunder. ASF 0003 STD-REV.03-01-95 q• 4 r' :, r -okrt s It..�. • T�l101�:01213748030 • .FAX:212474 827 • 212 MINN KIENO N • , V ` b"� tom- l-3, 1996 ,.r . . .3._ : ,: , . '. t''` ,.'-Rager Benson "Y OF OAK PARK HEIGHTS , , 68 - 57th`Street No_ m. . �,;. r.2007 t Park Heights, MN • 55082 • 4 Vy. •' it"Mr. Benson: • ink yon! ,date:.your decision to renew.your Service Ag t:, th:ug '' , 4-:rox *L' :' * ;=Guarantee that the products and services p w ; .. your expectations. ` tR * , Strive to monitor.:and control your total costs.. y- fi * _ Lim to-your suggestions, questions a i�s 7: r s * -'Respond faster than you expect us to " * Provide service so good you'll tell otlier}s :' i * Bill you honestly with:no hidden char t g ' `''.. serum,tun's tnissiof -is to. insure. If#�at•: area :_ „ ►' `211 as�cc" 'mi " 7 e•*wY< l TIM er5on2 t,:at 34-33O. - ',7:-;--,,,,-----'...-:J:--) . . t. :' ' -- '"want•your business we need your business .,.,.. re. here to saes � ‘+eta w te, many thanks. c�erely,. e : - Ll :7,�# :B* O ., 5 .• s .t:i3iL •iii . � : � ,.:.i 1 i.y,t „!t''"r"ai.4� s '!��• J � x .,i- t{r .�' `?� 's:0' t. g., ,a ..t_•'i:.: t+,Y •'EATS- • • DUST MOPS ••. '�' •�; r,"-- RENTAL SERVICE AGREEMENT MINNEAPOLIS,MN (61'- )374-3880 FARGO,N (701)235-5381 EEIROS.INC ST CLOUD,MN (612)251-1424 GRAND F, D (701)772-8365 1 144670 WASECA,MN (507)835-7342 PAGE NUMBER 0 ADDITIONAL 212 JAMES AVENUE NORTH . "QUALITY SERVICE SINCE 1908" RENEWAL MINNEAPOLIS, MN 55405-1700 ❑NEW THIS AGREEMENT, dated ..- / U / ;G7 by and between LEEF BROS.,INC.,herein after called"Leer, and the undersigned, hereinafter called"Customer".The parties agree upon the terms set forth below and upon the reverse side hereof: Leef agrees to furnish, and Customer agrees to take, use and pay for in accordance with the terms of this Agreement, on a rental basis, the following merchandise the title to-which shall remain in Leef: • 3: • 56 8490 THU CHG 9111 (/ / -1st DEL DATE / / T1 'tIE? TERMS SIC. PURCHASE ORDER NO., )439-4439 EXP.DATE ' :CONTACT .. /O •U M44 L TELEPHONE ` 612 2nd DELDATE / / d . 8t'v DELIVER TO CUSTOMER: NUMBER 5 8 6 9 7 3 BILL TO CUSTOMER: NUMBER , NAIL „ CITY OF OAK PARK HEIGHTS NAME SAME ADDRESS t4 1 68 - 57TH ST N ADDRESS . BOX 2007 • OAK PARK -HEIGHTS, -.MN 55082 I . CITY STATE ZIP CODE PLUS CRY STAT1'c ZIP COME- - - PLUS #USERS =U REPLACE —R QTY.OR UNIT MINIMUM - M 1st DEL 2nd DEL ITEM ID DESCRIPTION DEPOSIT =D FREQ. CHANGES PRICE FLAT RATE =F QTY. QTY CHARS 4X8 DESIGNA MAT 1010 4 ;60 MIDNITE2 3X5 D"ES GPM MAT 1010 2.90 , M I DN I TE3 4X6 DES I GNA, MAT 1010 4 .80 MIDNITE4 3X10 DESIGNA MAT 1010 5 .85 NAME I=1 Q @ GENERIC a 11 # . @.. - COMPANY L:.! 0 # ®,. PREP i_.'HG.L 1=7 ? @ - LOCKERS 0 0 # G . E. # 0::. +',.;.. , TAXABLE D Q LOCAL TAX a ®. SPECIAL. ' 1NSTRUCT1CNS . . 1)Leef obligated to make a substantial investment in merchandise u plies nd equip and thus the term of this Agreement shall be for a period of � weeks from and after the first delivery date hereunder ,-19 "/ )in order to permit Leef to recover its investment.All prices include credit for time off due to vacation and illness.Either party may cancel this Agreement,or any further extension by written notice at least thirty(30)days prior to the expiration date.Otherwise,this Agreement shall be automatically extended for successive additional terms equal to the original term of this Agreement Any extension of this Agreement shall encompass the terms and conditions of this Agreement,including amendments thereto,existing at the time of the extension 2),If any merchandise or equipment furnished by Leef is lost,damaged,destroyed,or abused while in Customer's possession from any cause other than normal wear and tear, Customer shall, upon demand,pay Leef for all such merchandise and equipment at the then full current market price of such merchandise.Leef may make periodic physical inventories of the merchandise and equipment subject to this Agreement upon the premises of Customer upon reasonable.notification. 3)If Leef provides its services on a Charge basis,and payment in full is not received before the next billing date,Leef may,at its option,add a Service Charge of 1.5%(minimum of$1.00)to the unpaid balance.This is an annual percentage rate of 18%on a monthly basis. • 4)The`remedies herein provided are deemed to be cumulative and not alternative,so that resort to one remedy shall not preclu,•a resort 10 any other. CUSTOMER: LEEF BROS.,INC. �j/ . By: By: '��76 -ef--.C/ '',r--",4".. "-'- Print name: AVER s B %'Sa" Title. Y . Title 047-4/er Salesman'-41-11K------ • - 'd , CUSTOMER/ACKNOWLEDGEMENT • I 5)Customer acknowledges that representatives of Leef have discussed the use of flame retardant garments,and Customers'apparent need for and availability of flame retardant garments.Customer has determined that such garments are not needed unless flame retardant garments are specified above.Furthermore,Customer agrees to hold Leef harmless from any lawsuits or injuries by reason of Customers'use of either flame retardant garments or non-flame retardant garments. 6)This Agreement is based on the use of the garments specified and:(a)garment color can not be changed during the term of the Agreement,(b)there is to be no change in shirt sleeve length,(c)jacket prices are based on 52 weeks annually. 7)If Leefs'cost of rendering services herein are increased during the term of this Agreement,or any extension thereof,the prices then being charged by Leef for said services may,at the option of Leef,be altered upon thirty(30)days advance written notice.Customer may accept such change,at which time all price revisions shall be Considered as a binding modification of this Agreement,or may indicate its intention to terminate this Agreement by written notice of same to Leaf within fifteen(15)days of being advised of such price revisions.Leef may then,at it's option,terminate this Agreement by giving Customer fifteen(15)days notice in writing, or continue the service at the existing prices. 8)Leef agrees that the quality of it's merchandise and processing shall be comparable to the generally accepted standards of industrial laundries rendering similar services. Leef further agrees to replace within a reasonable period of time any merchandise that does not meet such standards.Only Leef shall launder any item herein.Customer shall use the items at locations specified. 9)Leef agrees to maintain a regular delivery schedule.If Leef's usual operations are interrupted,or service is delayed,or terminated,by reason of acts of God(including inclement weather),strikes and/or lockouts and/or other industrial or other disturbances affecting either Leef or Customer,or any cause not within the control of Leef or related to the fault of Leef,Leef shall not be liable for any such delay or termination. 10)"Special merchandise"is that which has been purchased by Leef for the exclusive use of Customer and is not suitable for use by others in the normal course of Leef's business.Customer shall upon termination purchase from Leef its entire inventory of such special merchandise at the then full current market price. 11)Upon termination of this Agreement,Customer shall return all non-special merchandise and equipment to Leef within fourteen(14)days.Upon failure to so return,Customer shall,at the option of Leef thereupon purchase such merchandise and equipment from Leef at the then full current market price. 12)If Customer shall become obligated to purchase any merchandise hereunder,Customer does hereby grant to Leef a security interest therein as defined by the Uniform • Commercial Code,to secure payment Customer agrees to execute any necessary documents to perfect such security interest. • 13)Customer warrants that he will not be under contract,or knowingly in breach of a contract with any.other supplier of services similar to those supplied by Leef pursuant to this Agreement at the time the first delivery hereunder.In the event any legal action is brought against Leef,Customer hereby agrees to indemnify Leef,its employees and agents for all expenses incurred in defending such suit. 14)Customer's failure to make a required cash payment upon delivery constitutes a breach of this Agreement.Leef may,in its sole discretion,arrange for credit with the customer.Leef may,at its option,suspend further performance hereunder,and pursue the remedies herein provided and those provided by law. 15)Customer agrees during this Agreement to order from Leef all additional merchandise of the kind covered by this Agreement that is required by Customer.Leef hereby agrees to supply such additional merchandise in accordance with the terms and conditions herein contained and at the prices in effect from and after the day of receipt of such order or orders:provided,however,that additional orders of special merchandise,as defined hereinabove,shall be subject to this Agreement for a period of time equal to the original term of this Agreement from and after the date of the first delivery of such additional special merchandise.Any increase or decrease in service hereinafter agreed upon by and between Leef and Customer shall constitute an amendment of this Agreement and shall become a part hereof as though set forth herein. 16)The parties hereby agree that in the event of a breach of this Agreement by Customer,and in addition to any other remedies provided herein,Leef shall be entitled to agreed,liquidated damages in an amount equal to forty percent(40%)of the gross receipts hereunder for the unexpired term of this Agreement,or any extension thereof,said ` percentage consisting of thirty percent(30%)as overhead and ten percent(10%)as profits. 17)If,during the term of this Agreement,Customer should move,relocate or expand its place of business so that Leef must make its deliveries hereunder at a different location - or at an increased volume not contemplated by Leef at the time this Agreement is accepted,Leef shall have the option of terminating this Agreement by written notice thereof to Customer.Otherwise,this Agreement shall continue in full force and effect for the remainder of its term as though such move,relocation,or expansion had not occurred. 18)Customer hereby agrees to pay all costs,including reasonable attorneys'fees or arbitration fees,incurred by Leef in enforcing any of the terms of this Agreement. 19)If any provision hereof is determined to be invalid by a Court of competent jurisdiction,the remaining terms herein are severable therefrom and shall remain in full force and effect. 20)This Agreement is complete and includes all prior agreements and understandings of the parties hereto.No waivers or statements made by any representative of Leef shall be valid and enforceable unless set forth at length and in detail herein.Amendments or modifications must be in writing and signed by the parties. 21)This agreement to be construed pursuant to Minnesota Law,shall inure to the benefit of and shall bind the personal representatives;successors and assigns of the parties hereto. • since 1908 212 James Avenue x. M inneapolis,MN 55406 1700 GTON C O TY 612/3744880.Eat.248 Fu:6121374.1827 • �off`— • CE OF THE SHERIFF GARY E. ANDERSON ENFORCEMENT CENTER CHIEF OPERATING OFFICER '.0.BOX 3801•STILLWATER,MINNESOTA 55082-3801 •FLOOR MATS• WIPING TOWELS •UNIFORM$ Facsimile Machine:612/430-7603 • • •coNTINUOUs CLOTH TOWELING •LINENS •COMMERCIAL LAUNDERING SERVICES n •DUST MOPS•HAND SOAPS : JAMES J.FRANK SHERIFF THEODORE P.BROWN CHIEF DEPUTY September 24, 1995 To: Chief Lindy Swanson - Oak Park Heights Police Department From: Don McGlothlin - Captain Special Services Subject: Mobile Data Terminal Contract Enclosed is your contract for the Mobile Data Terminals that are installed in your squads. The contract cost for 1995 is set at $175 per month. The cost will increase in 1996 to $190 per month. Please complete the contract and forward to Brenda Davitt, Budget and Special Projects coordinator at the Sheriffs Office as soon as possible. We would like to have the contracts signed by the County Board in November. If you have any questions, please contact either Brenda, myself or Sergeant Pott. 3a•;A •4•dr Printed on Recycled Paper AN EQUAL EMPLOYMENT OPPORTUNITY/AFFIRMATIVE ACTION EMPLOYER .�. • LEASE OF MOBILE DATA TERMINALS (MDT'S) This equipment lease is between the Washington County Sheriff's Office, P.O. Box 3801, Stillwater, MN 55082 , referred to as lessor and Oak Park Heights Police Department, P.O. Box 2007, Stillwater, MN 55082, referred to as lessee. In consideration of the following covenants and conditions, lessor leases to lessee the property described herein: Two (2) Mobile Data Terminals. I. TERM OF LEASE The term of this lease shall be sixty (60) months, commencing on July 1, 1995, and terminating on July 1, 2000, unless otherwise terminated as provided in this agreement. H. PAYMENT OF RENT In consideration for the leasing of the equipment, lessee agrees to pay to lessor as rent for the property the sum of one-hundred seventy-five Dollars ($175) each per month through December 31, 1995, then one-hundred ninety Dollars ($190) each per month from January 1, 1996 through the remaining of this agreement. The first payment of which is payable on or before October 15, 1995, with each subsequent payment payable quarterly on or before the 15th day after each calendar quarter end thereafter. These payments shall be made at lessor's address as set forth above. M. USE AND PRESERVATION OF PROPERTY Lessee shall use the property in a careful and proper manner, shall comply with all applicable laws and regulations, and shall maintain the property in good repair and condition. Lessee assumes all risks of loss and damage to the property from any cause whatsoever and agrees that the property will be returned to lessor in the same appearance and condition as when received, ordinary wear and tear excepted. IV. TERMINATION OF LEASE BY DEFAULT If lessee fails to perform any of the conditions or covenants of this lease, lessor may terminate this lease and lessee's right to possession of the property, and immediately take possession of the property without demand on or notice to the lessee. • V. LESSOR'S RIGHT OF INSPECTION At all times during lessee's business hours, lessor shall have the right to enter the premises where the property is located for the purpose of inspecting the property. VL LIMITATION OF WARRANTIES Lessee acknowledges that the property is of a size, design, capacity, and manufacture selected by lessor. Lessor shall not be liable to lessee for any liability, loss, or damage caused by directly or indirectly by the property, by any inadequacy or defect, or by any incident in connection with the property. VII. ALTERATIONS RA ONS Lessee agrees that it will be responsible for the cost of moving any MDT to another vehicle after the initial installation by the lessor, including any parts or mounting brackets that may be required. Lessee also agrees that it will be responsible for the cost of the removal of the MDT upon the termination of the agreement. Lessee will not make any alterations to the MDT or related equipment during term of contract. VIII. MAINTENANCE AND REPAIR Lessee agrees to keep the equipment in good repair and operating condition, allowing for reasonable wear and tear. Lessor agrees to pay for the maintenance agreement on the equipment for repairs that will keep it in peak operating condition. Lessee will assume responsibility for all repairs not covered by this maintenance agreement. Lessor will "Swap" units at Washington County Sheriff's Office during normal business hours when a repair is necessary and when a spare unit is available. Lessee agrees to make the MDT available to lessor for maintenance, software upgrades, etc when given reasonable notice. Lessor assumes all responsibility for the maintenance of the radio base stations and message switching equipment and will provide all functionality of this equipment. Lessor agrees to maintain the system in good operating status and continually look for betterments to gr Y g P g Y the system. • IX. TRAINING Lessee agrees to provide training to user agencies with the assistance of the lessor and maintain records of specified training to satisfy Criminal Justice Information System (CJIS) requirements. Lessee also agrees to assign someone to represent their department as part of a countywide MDT user group. This person will be responsible for training within the lessee agency. X. RETURN OF EQUIPMENT On expiration of the lease, the lessee, at its own expense, shall deliver the equipment in good condition to such location as lessor may designate or renew the lease. XL RISK OF LOSS OR DAMAGE Lessee assumes all risks of loss of and damage tb the equipment from any cause, and agrees to return it to lessor in as good condition as when received, normal wear and tear excepted. No loss of or damage to the equipment shall impair any obligation of lessee under this lease, and all such obligations shall continue in full force and effect until otherwise discharged. XII. INDEMNITY OF LESSOR FOR LOSS OR DAMAGE In event of loss of or damage to the equipment, lessee, at the option of lessor, shall: (a) Place the equipment in good repair; (b) Pay lessor therefor in cash the replacement value of the equipment. XIII. LIABILITY AND INDEMNITY FOR PERSONAL INJURIES Liability for injury, disability, and death of workers and other persons caused by operating, handling, or transporting the equipment during the term of this lease shall be assumed by lessee, and lessee shall indemnify and hold lessor harmless from and against all such liability. . • XIV. EVENTS CONSTITUTING DEFAULT The following events shall constitute default under this lease: (a) The nonpayment by lessee for a period of ninety (90) days of any sum required to be paid by lessee; or (b) The nonperformance by lessee of any other covenant or condition of this lease that is not cured with ninety (90) days after notice from lessor. XV. STATUS OF EQUIPMENT The equipment leased under this agreement is, and will at all times remain, personal property, even though it or any part of it may now be, or may become, in any manner attached to, or embedded in, or permanently resting on, real property or improvements thereon. XVI. OWNERSHIP OF EQUIPMENT Title to the equipment shall at all times remain in lessor unless transferred to lessee by sale, and lessee shall have only the right to retain the possession of such equipment pursuant to the conditions of this lease. Lessee shall give lessor immediate notice of any claim, levy, lien, or legal process issued against the equipment. Lessor is the licenseholder for the radio frequency and assumes responsibility for its proper use. The lessee will assist the lessor in correcting any inappropriate use or abuse of the system. XVII. LIMITATION OF EFFECTS OF WAIVERS No delay or omission to exercise any right, power, or remedy accruing to lessor on any breach or default by lessor under this lease will impair any such right, power, or remedy of lessor, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default. XVIII. ASSIGNMENT Lessee shall not assign this lease or any equipment leased under the lease, or any interest in this lease or equipment, without lessor's prior written consent. Lessee shall not sublet the equipment, or any item of it, without lessor's prior written consent. • XIX. LEASE APPLICABLE TO SUCCESSORS AND ASSIGNS The rights and obligations under this lease shall inure to and be binding on lessor's and lessee's respective successors and assigns. XX. SEVERABILITY This lease embodies the entire agreement between the parties. It may not be modified or terminated except as provided herein or by other written agreement. If any provision of this lease is invalid, such provision shall be considered deleted from this lease, and shall not invalidate the remaining provisions. - XXI. NOTICES Any notice to be given under this lease shall be mailed to the party to be notified at the address set forth at the beginning of this lease, by registered or certified mail with postage prepaid, and shall be deemed given when so mailed. IN WITNESS WHEREOF, each party has caused this agreement to be executed on the date indicated below. WASHINGTON COUNTY, MINNESOTA By ,, .° By Wally Abrahamson, Chair Board of Washington County Commissioners Date: j � �q Date: By James Schug Washington County Administrator Approved as to form: Date: Assistant County Attorney [Signature Block for Lessee] . . .,.. RENTAL SERY�E AGREEMENT . . ill • •MINNEAP.OLIS,.MN (612)374-3880 FARGO, (701)235 5381 ST.CLOUD,MN (612)251-1424 GRAND F ,ND (701)772-8355 1 LEEPROS.INC 144670 WASECA;`MN {507)535 7342 PAGE NUMBER t __ 21.2 JAMES AVENUE NORTH "QUALITY SERVICE SINCE 1908 " III RENEWAL MINNEAPOLIS, MN • 55405-1700 / ❑NEW THIS:AGREEMENT, dated / r3 / r� by and between LEEF BROS., INC., herein after called"Leer,and the undersigned, hereinafter called"Customer".The parties agree upon the terms set forth below and upon the reverse side hereof: Leef agrees to furnish, and Customer agrees to take, use and pay for in accordance with the terms of this Agreement, on a rental basis, the following merchandise the title to which shall remain in Leef: 3 5i • 8490 THU CHG 9111 / / 1st DEL DATE ./' :I ... .. DEPOT PO •STOP DAY TERMS SIC. PURCHASE ORDER NO EXP. DATE •\ CONTACT TELEPHONE t 6,12 )439-4439 2rw DEL IMIE / ••' DELIVER.TO CUSTOMER: NUMBER 586973 BILL TO CUSTOMER: NUMBER mkoft , .. CITY OF OAK PARK HEIGHTS NAME SAME ADDRESS .14168 — .57TH ST N ADDRESS • BOX 2007 ' ,OAK .PARK HEIGHTS, MN 55082 CITY. • STATE ZIP CODE PLUS CITY STATE ZIP CODE PLUS T USERS =U REPLACE =R QTY.OR MINIMUM —M 1st DEL 2,rl DEL ITEM ID DESCRIPTION DEPOSIT =D FREQ. CHANGES FLAT RATE =F QTY. QTY CHARS 4X6 DESIGNA MAT • . 1010 4 .60 ' MIDNITE2 3X5 DESIGNA MAT • . 1.010. 2 .90 :.::MIDWITE3 4X6 DESIGNA MAT 1010 4 .60 'MIDNITE4 3X10 DESIGNA MAT 1010 5 .85 NAME Q Q # a = UErIERIC 0 0 # @ = COMPANY(I L] # @ - - - PRE P,cHG.Q • T r' _ L,,sKEr,-o E m # @ D L # @ __ ' TAXABLE D L LOCAL TAXI] 111 SPECIAL '• INSTRUCTIONS i 1)Leetr .obligated to make a substantial investment in merchandise plies, nd equip J+and thus the term of this Agreement shall be for a period of .. • weeks from and after the first delivery date hereunder , 19 F,)in order to permit Leef to recover its investment.All prices include credit for time off due to vacation and illness.Either party may cancel this Agreement,or any further extension by written notice at least thirty(30)days prior to the expiration•date.Otherwise,this Agreement shall be automatically extended for successive additional terms equal to the original term of this Agreement Any extension-of this Agreement shall encompass the terms and conditions of this Agreement,including amendments thereto,existing at the time of the extension: 2)If any merchandise or equipment furnished by Leef is lost,damaged,destroyed,or abused while in Customer's possession from any cause other than normal wear and tear, Customer shall,upon demand,pay Leef for all such merchandise and equipment at the then full current market price of such merchandise.Leef may make periodic physical inventories of the merchandise and equipment subject to this Agreement upon the premises of Customer upon reasonable notification. 3)If Leef provides its services on a Charge basis,and payment in full is not received before the next billing date,Leaf may,at its option,add a Service Charge of 1.5" (minimum of'81.00)to the unpaid balance.This is an annual percentage rate of 18%on a monthly basis. 4)The remedies herein provided are deemed tp be Gurpulative and not alternative,so that resort to one remedy shall not prepluc(e resort to any other. CUSTOMER: LEEF.BROS.,INC N� , By: . l ^-. C. ce# r.. • . By: :y`e,"er "- Print name: 1'"Qij if C.•BOA/3-0A( • . ••Title Tide. Deil i/tf.'( Salesman �• CUSTOMER 4111 11111 5)Customer acknowledges that representatives of Leef have discussed the use of flame retardant garments,and Customers'apparent need for and availability of flame retardant garments.Customer has determined that such garments are not needed unless flame retardant garments are specified above.Furthermore,Customer agrees to hold Leef harmless from any lawsuits or injuries by reason of Customers'use of either flame retardant garments or non-flame retardant garments. 6)This Agreement is based on the use of the garments specified and:(a)garment color can not be changed during the term of the Agreement,(b)there is to be no change in shirt sleeve length,(c)jacket prices are based on 52 weeks annually. 7)If Leefs'cost of rendering services herein are increased during the term of this Agreement,or any extension thereof,the prices then being charged by Leef for said services may,at the option of Leef,be altered upon thirty(30)days advance written notice.Customer may accept such change,at which time all price revisions shall be considered- as a binding modification of this Agreement,or may indicate its intention to terminate this Agreement by written notice of same to Leef within fifteen(15)days of being advised of such price revisions.Leef may then,at it's option,terminate this Agreement by giving Customer fifteen(15)days notice in writing,or continue the service at the existing prices. 8)Leef agrees that the quality of it's merchandise and processing shall be comparable to the generally accepted standards of industrial laundries rendering similar services. Leef further agrees to replace within a reasonable period of time any merchandise that does not meet such standards.Only Leef shall launder any item herein.Customer shall use the items at locations specified. 9)Leef agrees to maintain a regular delivery schedule.If Leef's usual operations are interrupted,or service is delayed,or terminated,by reason of acts of God(including inclement.; weather),strikes and/or lockouts and/or other industrial or other disturbances affecting either Leef or Customer,or any cause not within the control of Leef or related to the fault of Leaf,Leef shall not be liable for any such delay or termination. 10)"Special merchandise"is that which has been purchased by Leef for the exclusive use of Customer and is not suitable for use by others in the normal course of Leers business.Customer shall upon termination purchase from Leef its entire inventory of such special merchandise at the then full current market price. 11)Upon termination of this Agreement,Customer shall return all non-special merchandise and equipment to Leef within fourteen(14)days.Upon failure to so return,Customer ` shall,at the option of Leef thereupon purchase such merchandise and equipment from Leef at the then full current market price. 12)If Customer shall become obligated to purchase any merchandise hereunder,Customer does hereby grant to Leef a security interest therein as defined by the Uniform Commercial Code,to secure payment.Customer agrees to execute any necessary documents to perfect such security interest. 13)Customer warrants that he will not be under contract,or knowingly in breach of a contract with any other supplier of services similar to those supplied by Leef pursuant to this Agreement at the time the first delivery hereunder.In the event any legal action is brought against Leef,Customer hereby agrees to indemnify Leef,its employees and agents for all expenses incurred in defending such suit. 14)Customer's failure to make a required cash payment upon delivery constitutes a breach of this Agreement.Leef may,in its sole discretion,arrange for credit with the customer.Leef may,at its option,suspend further performance hereunder,and pursue the remedies herein provided and those provided by law. 15)Customer agrees during this Agreement to order from Leef all additional merchandise of the kind covered by this Agreement that is required by Customer.Leef hereby agrees to supply such additional merchandise in accordance with the terms and conditions herein contained and at the prices in effect from and after the day of receipt of such order or orders;provided,however,that additional orders of special merchandise,as defined hereinabove,shall be subject to this Agreement for a period of time equal to the original term of this Agreement from and after the date of the first delivery of such additional special merchandise.Any increase or decrease in service hereinafter agreed upon by and between Leef and Customer shall constitute an amendment of this Agreement and shall become a part hereof as though set forth herein. 16)The parties hereby agree that in the event of a breach of this Agreement by Customer,and in addition to any other remedies provided herein,Leaf shall be entitled to agreed,liquidated damages in an amount equal to forty percent(40%)of the gross receipts hereunder for the unexpired term of this Agreement,or any extension thereof,said percentage consisting of thirty percent(30%)as overhead and ten percent(10%)as profits. 17)If,during the term of this Agreement,Customer should move,relocate or expand its place of business so that Leef must make its deliveries hereunder at a different location or at an increased volume not contemplated by Leef at the time this Agreement is accepted,Leef shall have the option of terminating this Agreement by written notice thereof to Customer.Otherwise,this Agreement shall continue in full force and effect for the remainder of its term as though such move,relocation,or expansion had not occurred. 18)Customer hereby agrees to pay all costs,including reasonable attorneys'fees or arbitration fees,incurred by Leef in enforcing any of the terms of this Agreement. 19)If any provision hereof is determined to be invalid by a Court of competent jurisdiction,the remaining terms herein are severable therefrom and shall remain in full force and effect. 20)This Agreement is complete and includes all prior agreements and understandings of the parties hereto.No waivers or statements made by any representative of Leef shall be valid and enforceable unless set forth at length and in detail herein.Amendments or modifications must be in writing and signed by the parties. 21)This agreement to be construed pursuant to Minnesota Law,shall inure to the benefit of and shall bind the personal representatives,successors and assigns of the parties hereto. 111 111 ONE CALL CONCEPTS, INC. 2025 CENTRE POINTE BOULEVARD #310 MENDOTA HEIGHTS, MN 55120 612-454-8449 Support Agreement with City of Oak Park Heights 14168 57th Street North Oak Park Heights, MN 55082 612-439-4439 SCOPE OF AGREEMENT It is the intent of this Agreement that One Call Concepts, Inc. , hereinafter referred to as "OCC, " will maintain the products covered hereunder in good operating condition and be responsive to Buyer's maintenance needs subject to the following terms and conditions. TERM OF AGREEMENT The term of this Agreement shall be from January 5, 1996, through January 4, 1997. OCC'S RESPONSIBILITIES OCC will provide verbal consultation to the Buyer relative to any required clarification of OCC's user manuals; or to provide information on any aspect of the product's functionality; or to discuss any requested enhancement or modification to the product between the hours of 1: 00 and 4: 00 p.m. , based on the time prevailing in Mendota Heights, MN. Any such consultation which occurs outside of this timeframe is not covered by this Agreement and is, therefore, billable at $60. 00 per hour, with a one hour minimum charge with 15 minute billing increments thereafter. OCC will provide remedial maintenance when notified by the Buyer that the product is not functioning in accordance with OCC's established operating specifications. Such notifications can be made at any time between the hours of 8 : 00 a.m. and 5: 00 p.m. , based on the time prevailing in Mendota Heights, MN. Initial response time (the time between Buyer's notification and OCC personnel 's first response to ascertain the nature of the problem) to Buyer's request for remedial maintenance shall be within four business hours from the time the request is made to OCC. • Support Agreement Page 2 OCC will make available to the Buyer any revision or enhancement which becomes a standard part of the product. OCC will also make available to the Buyer any corresponding revisions to the appropriate user manuals. REMEDIAL MAINTENANCE Upon receiving a request from the Buyer for remedial maintenance, OCC shall respond in any of the following manners: 1. Provide verbal instruction to the Buyer to resolve the problem. 2 . Communicate remotely with the software/hardware via a compatible telecommunications link. 3 . Dispatch a Software Support Technician to Buyer's location for on-site diagnostics. After evaluating the Buyer ' s request for remedial maintenance, OCC shall provide the buyer with one or more of the following responses: 1. Perform an interim or permanent fix to the problem. 2. Attempt to replace the defective software or part via an overnight shipping service. 3 . Advise the buyer that the malfunction is not reproducible and to recontact OCC when and if the problem reappears. 4. Advise the Buyer that the problem is the result of user error. 5. Advise the Buyer that a condition exists which is external to OCC's products and, therefore, is not OCC's responsibility. In the event that OCC responds to the Buyer 's request for remedial maintenance in accordance with items four or five above, OCC's support for that occurrence shall be considered outside of the services provided under this Agreement and, at OCC's discretion, any such support shall be billable at $60. 00 per hour, with a one hour minimum charge with 15 minute billing increments thereafter. 111 Support Agreement Page 3 In the event that OCC responds to the buyer' s request for remedial maintenance in accordance with items one or two above, OCC shall pay for delivery shipping and Buyer shall be responsible for return shipping when necessary. BUYER'S RESPONSIBILITIES Buyer agrees to pay OCC $225. 00 per year for services provided under this Agreement in accordance with the purchase agreement between OCC and Buyer dated January 5, 1996. Buyer agrees to provide and maintain telephone service and appropriate equipment for use by OCC in establishing a remote communications link. Responsibility for expenses incurred by OCC in performing such a remote communications link will be borne by the City of Oak Park Heights. Where OCC and Buyer deem it necessary for OCC personnel to be dispatched to Buyer's location, Buyer agrees to reimburse OCC for the actual costs of the technician' s transportation, lodging, meals, and related portal-to-portal subsistence expenses. Buyer further agrees to provide, at no charge to OCC, full access to the items covered under this Agreement; adequate working space; and use of any machines, attachments, features, or equipment necessary for the specified maintenance services. Buyer agrees to assist in the installation of any items shipped to the Buyer by OCC. (See OCC's responses to Remedial Maintenance. ) Buyer agrees to obtain updates, revisions, and enhancements to any software, firmware, or hardware not provided by OCC but utilized in conjunction with the products provided by OCC when, in OCC's reasonable opinion, such upgrades are required to maintain those items covered under this Agreement. NOTIFICATION Buyer agrees to notify OCC for matters that are covered herein utilizing the following contact phone number: 612-454- 8388 or via written correspondence addressed to: One Call Concepts, Inc. 2025 Centre Pointe Boulevard #310 Mendota Heights, MN 55120 • S Support Agreement Page 4 SELECTED COVERAGE This Agreement covers the following OCC products: Microbilt printer GENERAL With respect to the movement of any product to a new location, OCC reserves the right to protect the product's integrity which includes, but is not limited to, proper backup of software prior to the product's movement and reinstallation. OCC shall not be obligated to provide support should such support be required because of any modifications made or attempted to OCC's product(s) by other than OCC's designated support technicians. Furthermore, any such modification, either performed or attempted, shall immediately terminate this Agreement in its entirety and terminate the right to use the product. Enhancements or modifications requested by the Buyer are not included under this Agreement. Such modifications are available on a time and material basis. Neither this Agreement, nor any rights hereunder, may be assigned or otherwise transferred by Buyer without prior written approval from OCC. EXCLUSIONS OCC's obligation to provide maintenance services covered in this Agreement is contingent upon the proper use of all OCC products. OCC shall not be obligated to provide maintenance because of failure of the buyer to provide a suitable operating environment or use of operating supplies which do not meet OCC's specifications. LIMITATION OF LIABILITY OCC will not be liable for any special, indirect, or consequential damages hereunder including, but not limited to, the loss of data or information of any kind, profits, use of products, however caused. OCC will not be liable foa any failure or delay in performance due in whole or in part ,-) any cause beyond the reasonable control of OCC. 110 Support Agreement Page 5 ENTIRE AGREEMENT This Agreement represents the entire agreement between OCC and Buyer, superceding all prior maintenance agreements previously entered into. If any provisions of this Agreement are declared void or voidable, such provisions shall be deemed severed from this Agreement which shall otherwise remain in full force and effect. WAIVER No waiver of a breach of any provision of this Agreement by either party shall constitute such party's waiver of any other breach. HEADINGS Paragraph headings and other headings herein are for convenience only and shall not constitute a part of this Agreement. One Call Conce ts, Inc. Buyer Siature Signature Administration Title Title December 18, 1995 /,2 Date Date • . • . . • i 410 ! • • • • •i ZWINIrCATHODIC PROTECTION SERVICES CO. 43 Fadem Road NOTE! Springfield,N.J.07081 New Remittance Address: WATER WORKS DIVISION PHONE (201)379-2500 P.O. BOX 297294 -AWAWN'J COMPANY- FAX(201)379-5611 HOUSTON,TEXAS 77297-0294 SERVICE PLAN QUOTATION City of Oak Park Heights June 20 , 1995 Department of Public Works Oak Park Heights, Minnesota (Hereinafter called the Purchaser) CPS WATER WORKS(hereinafter called the Company)proposes to furnish maintenance and repair service for the Cathodic Protection Systems listed below to the following terms and conditions: A. PAYMENT:Thetotal payment peryear due hereunder(as conditioned below)is payable in U.S.funds within 30 days after the beginning of the period covered by this Contract which is: July 17, 1995 to July 16, 1996 and annually thereafter until terminated by either party in accordance with the provisions of Paragraph E.on the reverse hereof.All past due accounts are subject to a charge of 11/2%per month(18%per annum). ANNUAL RATE B. SYSTEMS COVERED:This Contract applies to the following Cathodic Protection Systems (hereafter called the Equipment): PLAN PLAN g PLAN System No. Location Capacity Type Anode Type (IN THOUSANDS) 11924 Oak Park Heights 250, Elevated Aluminum $580 .00 Purchaser please initial one column and delete the other columns on both copies to indicate which plan is selected and upon selection the inapplicable paragraphs in(C) $580 .00 below shall be sconsidered deleted therefrom. CONTRACT TOTAL C. SERVICE PLAN THIS IS A COMPLETE SERVICE. Applicable taxes will be added to all annual rates. The Company agrees to: (1)Inspect and adjust the Equipment during the period covered by this contract and during each successive period. (2)When making the inspection,evaluate system performance by means of tank to water potential measurements. (3)Replace or repair anode as required. (4)Maintain the Equipment in operating condition by furnishing all labor and materials required to replace or repair all parts thereof worn or damaged so as to impair the operation of the Equipmentwith the exception of those parts damaged through war,fire,Act of God,negligence,tampering or other fault on the part of the Purchaser or causes beyond the control of the Company other than fair wear and tear. SERVICE PLAN B THIS IS A LIMITED SERVICE. The Company agrees to: (1)Inspect and adjust Equipment once during the period covered by this Contract and once during each successive period. (2)When making the inspection,evaluate system performance by means of tank to water potential measurements. (3)Replace or repair anode stock as required with the exception of those parts damaged through fire,Act of God,negligence,tampering or other fault on the part of the Purchaser or causes beyond the control of the Company. (4) If any other replacements or repairs are required,furnish labor and material at Company's standard rates when authorized by Purchaser. SERVICE PLAN THIS IS A LIMITED SERVICE. The Company agrees to: (1)Inspect and adjust Equipment during the period covered by this Contract and during each successive period. (2)When making the inspection,evaluate system performance by means of tank to water potential measurements. (3) If any other replacements or repairs are required,furnish labor and material at the Company's standard rates when authorized by Purchaser. REMARKS: THIS CONTRACT IS SUBJECT TO THE TERMS AND CONDITIONS ON THE REVERSE HEREOF WHICH ARE HEREBY MADE A PART OF THIS CONTRACT Purchaser please sign in duplicate This contract is not binding on the Company until approved by n it at its home office in Springfield,NJ I I Return both copies to us,one copy will be returned to you Contract made by: Paul Malatin CPS WATER WORKS DIVISION 51 Return pink copy only to us �� , Purchaser 13y F�N_ G Authorized Official BY Authorized Signature Date 0/8."0 Piliefa Title CUSTOMER COPY u� �� N� �� �� �� �� �� N� N� N� �� �� n� n� v� n� �� n� 4110 �� ~= lb n� .� "� ,�� _-��--___-��______ O GENERAL CONDITIONS UMUERALLPLANS:mwumno"«`mr=bovevnpu/ouonv.vndo,anyuommop|mncovomubymisoontract. 'he<auopwnyaa,eea. ^v make mwoIrtonF p - to the Purchaser regarding the condition and operation of the Equipment aftar each nspection. Under any Service Plan covered by this Contract,the Purchaser agrees to(1)report to the Company atthe above address each three months,on forms which will be provided by the Company, describing the condition and operation of the Equipment (2) report promptly in writing to the Company at the above address in the event the Equipment or any part thereof fails to operate as specified by the Company (3) operate the Equipment in accordance with the Company a instructions and exert due diligence in it maintenance and care(4) make minor repairs,such as, but not limited to,the replacement of fuses,and (5) provide access to the Equipment for the Company's maintenance crew or other personnel promptly following notice by the Company of intent to inspect the Equipment. E. CANCELLATION:The service proposed hereunder and the payment stated shall be continued from year to year unless terminated by either parry by notice in writing to the other party of intention to terminate at least 90 days prior to any anniversary date of the beginning of the period covered by this Contract, F. FORCE MAJEURE: No liability shall rosultfrom ri performance or nonpedormance in whole or in part if performance as agreed has been made impracticable by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid, by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which this contract was made, including but not limited m. Acts of God, fire,flood, accident, riot, war, sabotage, strike, labor, trouble or shortage, embargo, or the Company's inability to obtain at prices and on terms deemed by it to be practicable any required raw material,energy source,equipment,labor, or transportation.If any of such circumstances affec only a part of the Company's capacity to Perform,the Company shall have the right to allocate production and deliveries among all of its customers and its own requirements in a fair and reasonable manner. Quantities affected by this paragraph may at be but. party, liability, , G. INSURANCE: The Company agrees to furnish upon request,evidence of General Liability Coverage to the limit of$1,000,000 per accident; and Worker's Compensation Coverage for its oniployeos. H. ACCEPTANCE: This Contract is subject to acceptance by the Purchaser within 30 days(and therafter at the Company's option) and when so accepted and thereafter approved by the Company shall constitute a Contract between parties made at Springfield,NJ,and shall be binding upon the heirs, executors,successors,assigns and representatives of both parties. i CONTRACT: It is expressly understood by both parties that upon acceptance by the Purchaser and approval by the Company,this contract supersedes all previous contracts between the parties covering the same or similar service for the same Equipment at the same location and includes all (and that there are no other or different)warranties,expressed or implied,representations, promises,agreements or statements in connection with such service, No modification of this Contract shall be of any force or affect unless in writing and signed by the parties and no modifications shall be effected by the acknowledgement or acceptance of purchase order forms containing different terms or conditions. J. WARRANTIES:The Company warrants that materials manufactured by it shall remain free from defects in workmanship and materials for a period of one year after shipment from the Company's plant,and that the services furnished by the Company pursuant to this Contract will meet the Company's standards of quality in effect at the same time such services are furnished.THE COMPANY'S SOLE OBLIGATION UNDER THIS WARRANTY SHALL BE TO REPAIR OR REPLACE DEFECTIVE MATERIALS AND TO REPERFORM DEFECTIVE SERVICES.THE PURCHASER'S SOLE AND EXCLUSIVE REMEDYAGAINSTTHE COMPANYSHALL BETO OBTAIN SUCH REPAIR,REPLACEMENT OR REPERFORMANCE NOT NOT- WITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY FOR BREACH OF THE WARRANTIES CONTAINED HEREIN SHALL NOT EXCEED THE FACE AMOUNT OF THIS CONTRACT.THE COMPANY SHALL UNDER NO CIRCUMSTANCES BE LIABLE TO ANY ONE FOR DAMAGES OF ANY KIND OR CHARACTER, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHERWISE.THE COMPANY MAKES NO EXPRESS WARRANTIES (EXCEPT AS SET FORTH HEREIN)AND NO IMPLIED WARRANTIES, ||mCLUD|wGVV|THOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. K. INDEMNIFICATION: The Purchaser agrees to indemnify and hold the Company harmless from and against uny Uum|hy, cost, expense (including reasonable attorney's fees),claim,judgement,settlement or damage that the Company may be required to pay to any employee of the Purchaser who alleges or provesthat he orshe has been injured in the course of his or her employmentwhile working with the equipment or material supplied by the Company under this contract,even though caused by the concurrent and/or contributory negligence or fault of the Company. L. LABOR:If,due to conditions beyond the Company's control,including without limitation,local or state law or the requirements of labor unions, the Company is denied the free selection of its labor to render the proposed service,the Purchaser shall either furnish the necessary labor to work under the direction of the company's maintenance crew or the cost of such labor furnished by the Company shall be borne by the Purchaser. M. FURTHER CONDITIONS UNDER PLATINUM ANODE LEASE PLANS ONLY:When making thefirst annual inspection under any Service plan,the Company will replace existing anode stock with Platinum and will thereafter when making subsequent annual inspections hereunder,replace Platinum Anodes as and when required in the Company's option without additional charge to the Purchaser.It is understood and agreed that Platinum Anodes installed underthis Service Plan and any replacements thereof are leased to the Purchaser and shall at all times remain the sole and exclusive property of the Company and the Purchaser shall have no right of property therein but only the right to use the same in connection with the Equipment covered by this Service Plan. Upon termination of the Service Plan for any reason,the Company may take possession of and remove the Platinum Anodes from the Equipment and thereby terminate all right and interest of the Purchaser therein. N. FURTHER CONDITIONS UNDER HORIZONTAL ANODE PLANS ONLY:Wats/.level must NI maintained above the horizontal anode end reference cell during the Icing season. Cost of replacing anodes and/or reference cells damaged by ice wit!be borne by the customer. To prepare tank for system repairs,tank draining,refilling,sterilization and any related costs will be the customer's responsibilita ' 411 Cathodic Protection Services Company 43 Fadem Road Springfield, New Jersey 07081-3179 (201)379-2500 Fax(201)379-5611 June 20, 1995 City of Oak Park Heights Department of Public Works Post Office Box 2007 Oak Park Heights, Minnesota 55082 Attention: Mr. Roger G. Benson Director Reference : Cathodic Protection System # 11924 250, 000 Gallon Elevated Tank Dear Mr. Benson: The service agreement providing for maintenance on the referenced cathodic protection equipment will expire on July 16, 1995 and we are enclosing a new proposal for your consideration. Your early acceptance will allow for the proper scheduling of this necessary service. Upon approval, please initiate this agreement by signing and returning the pink copy to us while retaining the white copy for your records . Since no invoice will be issued until the appropriate time, no remittance is now due. Should you have any questions regarding either our service or this proposal, please do not hesitate to contact us. Very truly yours, CATHODIC PROTECTION SERVICES CO. Water Works Paul Malatin Senior Contract Specialist PM/it Enc: cc : file 'I rff Cathodic Protection Services Corporate Headquarters ephone 612-557-2500 North Central 0 on Service Telephone 612-551-5570 10200 51st Avenue North Toll-free 800-US-DATAS 9433 Science Center Drive Toll free 800-US-DATAS Minneapolis,MN 55442 Facsimile 612-557-6946 New Hope,MN 55428 Facsimile 612-551-5575 Effective Date 5-12-95 Customer No. OAK080 AmeriData Cust.PO L041393 AGREEMENT FOR AMERIDATA SERVICES Customer Name: City of Oak Park Heights Street Address: 14168 57th Street N .!P.O.Box 2007 • Stillwater> C t , ' State: MN Zip: 55082 Customer contact: Phone: Customer identified above,agrees to purchase and AmeriData agrees to furnish On-Site Maintenance Service ("Maintenance") for the Equipment listed on the Customer Equipment List which is attached to and made part of this Agreement. This Agreement constitutes the entire Agreement between Customer and AmeriData,and replaces all prior oral or written communication between the parties. Definitions: The following definitions are integral to the Terms of this Agreement. A. Effective Date - the mutually agreed to date to begin the F. Remedial Maintenance - the service furnished to restore maintenance coverage for Eligible Equipment under this Equipment to good operating condition. Agreement. TERMS AND CONDITIONS B.Eligible Equipment-the Equipment which is acceptable for Maintenance under this Agreement as included on the Customer 1.TERM Equipment List included herein. Eligible Equipment may be: The initial term of this Agreement is for a period of one(1)year (1)AmeriData supplied Equipment,which may be in or out of from its Effective Date. At the end of the initial term,and any warranty; subsequent renewal terms, this Schedule will automatically (2) Equipment which is acceptable as a result of AmeriData's renew for a successive one(1) year period unless either party pre-acceptance inspection;or provides the other party with written notice at least thirty(30) (3) Equipment which was previously under AmeriData's days prior to the Effective Date anniversary. Equipment added maintenance coverage immediately prior to acceptance under after the Effective Date will assume the remaining portion of the this Agreement. initial term or subsequent renewal term. C. Maintenance - Remedial On-Site Maintenance Service furnished under this Agreement. 2.TAXES D. Normal Office Hours-8 AM-5 PM(local time) Monday Customer agrees to pay all applicable taxes which result from through Friday,excluding the following holidays,as observed by any transaction under this Agreement,excluding taxes based on AmeriData:New Years Day,Memorial Day,Independence Day, AmeriData's net income. If Customer claims exemption from Labor Day,Thanksgiving Day and Christmas Day. any such taxes,Customer will provide AmeriData with the documentation required by the taxing authority,to support the E. Normal Wear - the wear that occurs to Equipment while exemption. operated within specifications and for the purpose for which it is intended. Customer and AmeriData acknowledge that they have read and understand the Terms and Conditions of this Agreement and by their signatures below,agree to be legally bound by such Terms and Conditions. Accepted by: Accepted by: Customer Name City of Oak Park Heights AmeriData,Inc. By: orized Signature) By:(Authorized Si nature N (typele(r print) Judy L. Hoist Na e(tor print) Jay Gordon Title Deputy Clerk/Finance Director Title Service Manager Date April 6, 1995 Date t1-/5 . FOR SERVICE CALL 1-800/888-2508 OR 612/557-2520 • III • TERMS AND CONDITIONS 3.INVOICES AND CHARGES B.Customer agrees to provide and maintain timely and accurate inventory listings of Equipment under this Agreement and to notify AmeriData A.Charges for Maintenance,in accordance with the Customer Equipment within seven(7)days of any alteration,modification or relocation of such List,begin on the Effective Date and will be invoiced in advance. Invoices Equipment. are due and payable upon receipt,and are deemed as late if payment is not received within thirty(30)days of invoice date. Monthly charges due for 7.REMEDY fractional parts of a calendar month will be computed at a rate of one- thirtieth of the monthly charges for each day. Late payments are subject to AmeriData's entire liability and Customer's exclusive remedy, for any a 2% per month surcharge, or the maximum rate permitted by law, claim concerning performance or nonperformance by AmeriData pursuant whichever is less. to or in any other way related to this Agreement or any Supplement hereto, shall be limited to the recovery of actual damages as follows: AmeriData's B. Extra charges will apply to 1) service calls authorized by Customer liability for damages to Customer for any cause whatsoever,and regardless which are outside Normal Office Hours of coverage;2)service for causes of the form of action,whether in contract or in tort including negligence, not attributable to Normal Wear; and 3)other services such as, but not shall be the lesser of$15,000 or the amount which would be due for six(6) limited to, software fixes, refurbishment, cosmetic enhancement, month's Maintenance provided under this Agreement. This limitation of installation,deinstallation and relocation of Equipment. Such charges will liability will not apply to claims for personal injury or damage to real or be invoiced to Customer after the service is furnished in accordance with tangible personal property caused by AmeriData's negligence. AmeriData's then current pricing and applicable business practices. 8.TERMINATION C. AmeriData may adjust the charges for service provided under this Agreement,effective anytime after the initial term, by providing at least A. Except as otherwise specified in this Agreement, either party may sixty(60)days prior written notice which may be given during the initial terminate Maintenance for Equipment after the initial term or any renewal term. term by giving at least thirty(30)days prior written notice,which may be given prior to the Agreement anniversary date. 4.DISCLAIMER OF WARRANTY AND LIMITATION OF REMEDIES AND LIABILITIES. B. During the initial term or the period covered by any renewal term, Customer may, after providing at least thirty (30) days written notice, A.AMERIDATA MAKES NO WARRANTIES,EXPRESS OR IMPLIED, terminate unit(s) of Equipment by paying any early termination charge INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF equal to thirty(30) percent of the remaining charges applicable for such MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. terminated Equipment for its remaining term. B. AMERIDATA WILL NOT BE LIABLE FOR ANY LOSS OR C.Either party may terminate this Agreement for failure of the other to DAMAGES CAUSED BY DELAY IN FURNISHING EQUIPMENT, comply with its Terms and Conditions. PRODUCTS, SERVICES OR ANY OTHER PERFORMANCE UNDER THIS AGREEMENT. AMERIDATA'S ENTIRE LIABILITY AND D.Upon termination of this Agreement, Customer agrees not to disclose CUSTOMER'S EXCLUSIVE REMEDIES FOR AMERIDATA'S any maintenance aids,which may be in the form of software or written LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR documentation, that was provided by AmeriData in providing service NEGLIGENCE) FOR THE SERVICES COVERED BY THIS under this Agreement. AGREEMENT ARE LIMITED TO THE REMEDIES PROVIDED IN THIS AGREEMENT AS IDENTIFIED BY THE WORDS "REMEDY" 9.GENERAL PROVISIONS OR"REMEDIES". A.Customer may not assign or otherwise transfer its rights or obligations C. IN NO EVENT WILL AMERIDATA BE LIABLE FOR ANY under this Agreement except with the written consent of AmeriData,which INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL shall not be unreasonably withheld. DAMAGES,THIRD PARTY CLAIMS,LOSS OF USE,LOSS OF DATA, LOSS OF INCOME OR PROFIT,LOSS OF VALUE TO EQUIPMENT B.AmeriData will not be responsible for failure to perform its obligations OR AFFILIATED COMPONENTS. under this Agreement due to causes beyond its reasonable control. 5.DESCRIPTION OF MAINTENANCE C. This Agreement may not be changed except by written amendment signed by authorized representatives of the parties. A.AmeriData will provide Maintenance during Normal Office Hours for the charges specified in the Customer Equipment List. Maintenance D.This Agreement shall be governed by the laws of the State of Minnesota includes: (1)On-Site Remedial Maintenance; E.No action under this Agreement may be brought by either party more (2)Labor and parts required because of Normal Wear; than two(2)years after the cause of action has accrued. (3) Installation of parts, either new or refurbished to perform as if new (replaced parts will become the property of AmeriData);and F. The Terms and Conditions of this Agreement shall prevail over any (4)Use of tools,test equipment, maintenance aids and remote access by conflicting,additional or other terms appearing on any order submitted by maintenance personnel. Customer. B.For certain Equipment,AmeriData may subcontract Maintenance. G.If any provision of this Agreement is deemed,by a court of competent jurisdiction,invalid or unenforceable,such judgement shall not invalidate 6.CUSTOMER RESPONSIBILITIES or render unenforceable the remainder of the Agreement. A.Customer agrees,at no cost to AmeriData,to: H.Customer represents that it has the authority to enter this Agreement. (1)Not attempt repairs to the Equipment unless authorized by AmeriData; (2)Notify AmeriData immediately of Equipment failure; I.Any notice,under this Agreement,shall be in writing and forwarded via (3) Allow maintenance personnel full, free and timely access to the United States Mail. Equipment; (4)Permit use of remote access when applicable; J.AmeriData reserves the right to cancel this Agreement if Customer is in (5)Provide reasonable facilities such as, but not limited to, a work area default of any other Agreement with AmeriData. with adequate heat,light and power and access to local telephone line(long distance telephone charges shall be the responsibility of AmeriData); K. The failure to enforce any provisions of this Agreement shall not (6)Maintain site environment which is consistent oils th e manufacturer's constitute a waiver of or right to pursue any prior or subsequent breach specifications which includes, but is not limited to, adequate free space violation or default of the Agreement. immediately to the equipment,so as not to in any way obstruct air flow,and proper anti-static procedures to minimize static buildup; L. AmeriData's programs, documentation, manuals, and other printed (7)Perform routine cleaning and replace consumable items,including but material are confidential in nature and shall not be used or disclosed to a not limited to, batteries, printer ribbons, toner cartridges, paper and third party by Customer for any purpose other than as necessary to replaceable print bands;and perform this Agreement. AmeriData and Customer shall each exercise the (8)Execute proper data back-up and recovery procedures before and after same standard of care to protect any proprietary or confidential data of the service is rendered under this Agreement. AmeriData is not responsible for other disclosed during the performance of this Agreement, as is used to any cost associated with lost data or reconstructing data which may be lost protect its own proprietary or confidential data. while performing service hereunder. ASF 0003 STD-REV.03-01-95 • • Service Headquarters • 5401 Boone Avenue North New Hope,Minnesota 55428 612-557-2520(Dispatch) AmeriData 1-800-11S-DATAS(Toll-free) 612-551-2335(Fax) Dear AmeriData Maintenance User: Enclosed are two copies of your annual Maintenance Agreement. Please review the renewal agreement and sign and return both copies to our office. Upon receipt a signed and fully executed copy of the agreement will be returned to you. If you have any questions concerning maintenance for the coming year,feel free to contact our service office, Att: Terri Birrenkott (612)557-5676. Sincerely, AMERIDATA 6- Terri Birrenkott Service Contract Administrator • Corporate Headquarters _ ' TOLL FREE 1-800-US-15 � :� � � � cl i� E: 10200 51st Avenue N.Minneapolis, MN 55442 FAX:612-557-6946 TEL 612-557-2500 An equal opportunity employer • Corporate Headquarters Telephone 612-557-2500 North Central Region Service Telephone 612-551-5570 10200 51st Avenue North Toll free 800-US-DATAS 9433 Science Center Drive Toll free 800-US-DATAS Minneapolis,MN 55442 Facsimile 612-557-6946 New Hope,MN 55428 Facsimile 612-551-5575 Effective Date 5-12-95 Customer No. OAK080 AmeriData Cast.PO L041393 AGREEMENT FOR AMERIDATA SERVICES Customer Name: City of Oak Park Heights Street Address: 14168 57th Street N P.O Box 2007 City: Stillwater State: MN Zip: 55082 Customer Contact Phone Customer identified above,agrees to purchase and AmeriData agrees to furnish On-Site Maintenance Service ("Maintenance") for the Equipment listed on the Customer Equipment List which is attached to and made part of this Agreement. This Agreement constitutes the entire Agreement between Customer and AmeriData,and replaces all prior oral or written communication between the parties. Definitions: The following definitions are integral to the Terms of this Agreement. A. Effective Date - the mutually agreed to date to begin the F. Remedial Maintenance - the service furnished to restore maintenance coverage for Eligible Equipment under this Equipment to good operating condition. Agreement. TERMS AND CONDITIONS B.Eligible Equipment-the Equipment which is acceptable for Maintenance under this Agreement as included on the Customer 1.TERM Equipment List included herein. Eligible Equipment may be: (1)AmeriData supplied Equipment,which may be in or out of The initial term of this Agreement is for a period of one(1)year from its Effective Date. At the end of the initial term,and any warranty; subsequent renewal terms, this Schedule will automatically (2) Equipment which is acceptable as a result of AmeriData's renew for a successive one (1) year period unless either party pre-acceptance inspection;or provides the other party with written notice at least thirty(30) (3) Equipment which was previously under AmeriData's days prior to the Effective Date anniversary. Equipment added maintenance coverage immediately prior to acceptance under after the Effective Date will assume the remaining portion of the this Agreement. initial term or subsequent renewal term. C. Maintenance - Remedial On-Site Maintenance Service furnished under this Agreement. 2.TAXES D.Normal Office Hours -8 AM - 5 PM (local time) Monday Customer agrees to pay all applicable taxes which result from through Friday,excluding the following holidays,as observed by any transaction under this Agreement,excluding taxes based on AmeriData:New Years Day,Memorial Day,Independence Day, AmeriData's net income. If Customer claims exemption from Labor Day,Thanksgiving Day and Christmas Day. any such taxes,Customer will provide AmeriData with the documentation required by the taxing authority,to support the E. Normal Wear - the wear that occurs to Equipment while exemption. operated within specifications and for the purpose for which it is intended. Customer and AmeriData acknowledge that they have read and understand the Terms and Conditions of this Agreement and by their signatures below,agree to be legally bound by such Terms and Conditions. Accepted by: Accepted by: Customer Name City of Oak Park Heights AmeriData,Inc. By: orized Signature) By:(Authorized Signature) ///c/Z.471-- N (typelsrr print) Judy L. Hoist Name(type or print) Jay Gordon Tit1e Deputy Clerk/Finance Director Title Service Manager Date April 6, 1995 Date FOR SERVICE CALL 1-800/888-2508 OR 612/557-2520. • • • TERMS AND CONDITIONS 3.INVOICES AND CHARGES B.Customer agrees to provide and maintain timely and accurate inventory listings of Equipment under this Agreement and to notify AmeriData A.Charges for Maintenance,in accordance with the Customer Equipment within seven(7)days of any alteration,modification or relocation of such List,begin on the Effective Date and will be invoiced in advance. Invoices Equipment. are due and payable upon receipt,and are deemed as late if payment is not received within thirty(30)days of invoice date. Monthly charges due for 7.REMEDY fractional parts of a calendar month will be computed at a rate of one- thirtieth of the monthly charges for each day. Late payments are subject to AmeriData's entire liability and Customer's exclusive remedy, for any a 2% per month surcharge, or the maximum rate permitted by law, claim concerning performance or nonperformance by AmeriData pursuant whichever is less. to or in any other way related to this Agreement or any Supplement hereto, shall be limited to the recovery of actual damages as follows: AmeriData's B. Extra charges will apply to 1) service calls authorized by Customer liability for damages to Customer for any cause whatsoever,and regardless which are outside Normal Office Hours of coverage; 2)service for causes of the form of action,whether in contract or in tort including negligence, not attributable to Normal Wear; and 3) other services such as, but not shall be the lesser of$15,000 or the amount which would be due for six(6) limited to, software fixes, refurbishment, cosmetic enhancement, month's Maintenance provided under this Agreement. This limitation of installation,.deinstallation and relocation of Equipment. Such charges will liability ty will not apply to claims for personal injury or damage to real or be invoiced to Customer after the service is furnished in accordance with tangible personal property caused by AmeriData's negligence. AmeriData's then current pricing and applicable business practices. 8.TERMINATION C. AmeriData may adjust the charges for service provided under this Agreement,effective anytime after the initial term, by providing at least A. Except as otherwise specified in this Agreement, either party may sixty(60)days prior written notice which may be given during the initial terminate Maintenance for Equipment after the initial term or any renewal term. term by giving at least thirty(30)days prior written notice,which may be given prior to the Agreement anniversary date. 4.DISCLAIMER OF WARRANTY AND LIMITATION OF REMEDIES AND LIABILITIES. B. During the initial term or the period covered by any renewal term, Customer may, after providing at least thirty (30) days written notice, A.AMERIDATA MAKES NO WARRANTIES,EXPRESS OR IMPLIED, terminate unit(s) of Equipment by paying any early termination charge INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF equal to thirty(30) percent of the remaining charges applicable for such MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. terminated Equipment for its remaining term. B. AMERIDATA WILL NOT BE LIABLE FOR ANY LOSS OR C.Either party may terminate this Agreement for failure of the other to DAMAGES CAUSED BY DELAY IN FURNISHING EQUIPMENT, comply with its Terms and Conditions. PRODUCTS, SERVICES OR ANY OTHER PERFORMANCE UNDER THIS AGREEMENT. AMERIDATA'S ENTIRE LIABILITY AND D.Upon termination of this Agreement, Customer agrees not to disclose CUSTOMER'S EXCLUSIVE REMEDIES FOR AMERIDATA'S any maintenance aids,which may be in the form of software or written LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR documentation, that was provided by AmeriData in providing service NEGLIGENCE) FOR THE SERVICES COVERED BY THIS under this Agreement. AGREEMENT ARE LIMITED TO THE REMEDIES PROVIDED IN THIS AGREEMENT AS IDENTIFIED BY THE WORDS "REMEDY" 9.GENERAL PROVISIONS OR"REMEDIES". A.Customer may not assign or otherwise transfer its rights or obligations C. IN NO EVENT WILL AMERIDATA BE LIABLE FOR ANY under this Agreement except with the written consent of AmeriData,which INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL shall not be unreasonably withheld. DAMAGES,THIRD PARTY CLAIMS,LOSS OF USE,LOSS OF DATA, LOSS OF INCOME OR PROFIT,LOSS OF VALUE TO EQUIPMENT B.AmeriData will not be responsible for failure to perform its obligations 1 OR AFFILIATED COMPONENTS. - under this Agreement due to causes beyond its reasonable control. 5.DESCRIPTION OF MAINTENANCE : C. This Agreement may not be changed except'by written amendment signed by authorized representatives of the parties. A.AmeriData will provide Maintenance during Normal Office Hours for the charges specified in the Customer Equipment List. Maintenance D.This Agreement shall be governed by the laws of the State of Minnesota includes: (1)On-Site Remedial Maintenance; E.No action under this Agreement may be brought by either party more (2)Labor and parts required because of Normal Wear; than two(2)years after the cause of action has accrued. (3) Installation of parts, either new or refurbished to perform as if new (replaced parts will become the property of AmeriData);and F. The Terms and Conditions of this Agreement shall prevail over any (4) Use of tools, test equipment, maintenance aids and remote access by conflicting,additional or other terms appearing on any order submitted by maintenance personnel. Customer. B.For certain Equipment,AmeriData may subcontract Maintenance. G.If any provision of this Agreement is deemed,by a court of competent jurisdiction,invalid or unenforceable,such judgement shall not invalidate 6.CUSTOMER RESPONSIBILITIES or render unenforceable the remainder of the Agreement. A.Customer agrees,at no cost to AmeriData,to: H.Customer represents that it has the authority to enter this Agreement. (1)Not attempt repairs to the Equipment unless authorized by AmeriData; (2)Notify AmeriData immediately of Equipment failure; I.Any notice,under this Agreement,shall be in writing and forwarded via (3) Allow maintenance personnel full, free and timely access to the United States Mail. Equipment; ((4)Permit use of remote access when applicable; AmeriData reserves the right to cancel this Agreement if Customer is in .1.5 )Provide reasonable facilities such as, but not limited to, a work area default of any other Agreement with AmeriData. with adequate heat,light and power and access to local telephone line(long distance telephone charges shall be the responsibility of AmeriData); K. The failure to enforce any provisions of this Agreement shall not (6)Maintain site environment which is consistent with the manufacturer's-•• constitute a waiver of or right to pursue any prior or subsequent breach specifications which includes, but is not limited to, adequate free space violation or default of the Agreement. immediately to the equipment,so as not to in any way obstruct air flow,and proper anti-static procedures to minimize static buildup; L. AmeriData's programs, documentation, manuals, and other printed (7)Perform routine cleaning and replace consumable items,including but material are confidential in nature and shall not be used or disclosed to a not limited to, batteries, printer ribbons, toner cartridges, paper and third party by Customer for any purpose other than as necessary to replaceable print bands;and perform this Agreement. AmeriData and Customer shall each exercise the (8)Execute proper data back-up and recovery procedures before and after same standard of care to protect any proprietary or confidential data of the service is rendered under this Agreement. AmeriData is not responsible for other disclosed during the rformance of this Agreement,as is used to Pe g , any cost associated with lost data or reconstructing data which may be lost protect its own proprietary or confidential data. while performing service hereunder. ASF 0003 STD-REV.03-01-95 ' 411 • ft_6 ONE CALL CONCEPTS, INC. 2025 CENTRE POINTE BOULEVARD #310 MENDOTA HEIGHTS, MN 55120 612-454-8449 Support Agreement with City of Oak Park Heights 14168 57th Street North Oak Park Heights, MN 55082 612-439-4439 SCOPE OF AGREEMENT It is the intent of this Agreement that One Call Concepts, Inc. , hereinafter referred to as "OCC, " will maintain the products covered hereunder in good operating condition and be responsive to Buyer's maintenance needs subject to the following terms and conditions. TERM OF AGREEMENT The term of this Agreement shall be from January 5, 1995, through January 4 , 1996. OCC'S RESPONSIBILITIES OCC will provide verbal consultation to the Buyer relative to any required clarification of OCC's user manuals; or to provide information on any aspect of the product's functionality; or to discuss any requested enhancement or modification to the product between the hours of 1: 00 and 4: 00 p.m. , based on the time prevailing in Mendota Heights, MN. Any such consultation which occurs outside of this timeframe is not covered by this Agreement and is, therefore, billable at $60. 00 per hour, with a one hour minimum charge with 15 minute billing increments thereafter. OCC will provide remedial maintenance when notified by the Buyer that the product is not functioning in accordance with OCC's established operating specifications. Such notifications can be made at any time between the hours of 8 : 00 a.m. and 5: 00 p.m. , based on the time prevailing in Mendota Heights, MN. Initial response time (the time between Buyer' s notification and OCC personnel 's first response to ascertain the nature of the problem) to Buyer's request for remedial maintenance shall be within four business hours from the time the request is made to OCC. Aik 410 Support Agreement Page 2 OCC will make available to the Buyer any revision or enhancement which becomes a standard part of the product. OCC will also make available to the Buyer any corresponding revisions to the appropriate user manuals. REMEDIAL MAINTENANCE Upon receiving a request from the Buyer for remedial maintenance, OCC shall respond in any of the following manners: 1. Provide verbal instruction to the Buyer to resolve the problem. 2 . Communicate remotely with the software/hardware via a compatible telecommunications link. 3 . Dispatch a Software Support Technician to Buyer's location for on-site diagnostics. After evaluating the Buyer ' s request for remedial maintenance, OCC shall provide the buyer with one or more of the following responses: 1. Perform an interim or permanent fix to the problem. 2 . Attempt to replace the defective software or part via an overnight shipping service. 3 . Advise the buyer that the malfunction is not reproducible and to recontact OCC when and if the problem reappears. 4 . Advise the Buyer that the problem is the result of user error. 5. Advise the Buyer that a condition exists which is external to OCC' s products and, therefore, is not OCC's responsibility. In the event that OCC responds to the Buyer's request for remedial maintenance in accordance with items four or five above, OCC's support for that occurrence shall be considered outside of the services provided under this Agreement and, at OCC's discretion, any such support shall be billable at $60. 00 per hour, with a one hour minimum charge with 15 minute billing increments thereafter. I • • Support Agreement Page 3 In the event that OCC responds to the buyer' s request for remedial maintenance in accordance with items one or two above, OCC shall pay for delivery shipping and Buyer shall be responsible for return shipping when necessary. BUYER'S RESPONSIBILITIES Buyer agrees to pay OCC $225. 00 per year for services provided under this Agreement in accordance with the purchase agreement between OCC and Buyer dated January 5, 1995. Buyer agrees to provide and maintain telephone service and appropriate equipment for use by OCC in establishing a remote communications link. Responsibility for expenses incurred by OCC in performing such a remote communications link will be borne by the City of Oak Park Heights. Where OCC and Buyer deem it necessary for OCC personnel to be dispatched to Buyer's location, Buyer agrees to reimburse OCC for the actual costs of the technician's transportation, lodging, meals, and related portal-to-portal subsistence expenses. Buyer further agrees to provide, at no charge to OCC, full access to the items covered under this Agreement; adequate working space; and use of any machines, attachments, features, or equipment necessary for the specified maintenance services. Buyer agrees to assist in the installation of any items shipped to the Buyer by OCC. (See OCC's responses to Remedial Maintenance. ) Buyer agrees to obtain updates, revisions, and enhancements to any software, firmware, or hardware not provided by OCC but utilized in conjunction with the products provided by OCC when, in OCC's reasonable opinion, such upgrades are required to maintain those items covered under this Agreement. NOTIFICATION Buyer agrees to notify OCC for matters that are covered herein utilizing the following contact phone number: 612-454- 8388 or via written correspondence addressed to: One Call Concepts, Inc. 2025 Centre Pointe Boulevard #310 Mendota Heights, MN 55120 • Support Agreement Page 4 SELECTED COVERAGE This Agreement covers the following OCC products: Microbilt printer, model MB6132 GENERAL With respect to the movement of any product to a new location, OCC reserves the right to protect the product's integrity which includes, but is not limited to, proper backup of software prior to the product's movement and reinstallation. OCC shall not be obligated to provide support should such support be required because of any modifications made or attempted to OCC's product(s) by other than OCC's designated support technicians. Furthermore, any such modification, either performed or attempted, shall immediately terminate this Agreement in its entirety and terminate the right to use the product. Enhancements or modifications requested by the Buyer are not included under this Agreement. Such modifications are available on a time and material basis. Neither this Agreement, nor any rights hereunder, may be assigned or otherwise transferred by Buyer without prior written approval from OCC. EXCLUSIONS OCC's obligation to provide maintenance services covered in this Agreement is contingent upon the proper use of all OCC products. OCC shall not be obligated to provide maintenance because of failure of the buyer to provide a suitable operating environment or use of operating supplies which do not meet OCC's specifications. LIMITATION OF LIABILITY OCC will not be liable for any special, indirect, or consequential damages hereunder including, but not limited to, the loss of data or information of any kind, profits, use of products, however caused. OCC will not be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of OCC. III 410 . s Support Agreement Page 5 ENTIRE AGREEMENT This Agreement represents the entire agreement between OCC and Buyer, superceding all prior maintenance agreements previously entered into. If any provisions of this Agreement are declared void or voidable, such provisions shall be deemed severed from this Agreement which shall otherwise remain in full force and effect. WAIVER No waiver of a breach of any provision of this Agreement by either party shall constitute such party's waiver of any other breach. HEADINGS Paragraph headings and other headings herein are for convenience only and shall not constitute a part of this Agreement. One all Concepts, Inc. Buyer A . - . . r �,ct., � -..G- nature Signature Administration Public Works Director Title Title January 13, 1995 Jan. 11, 1995 Date Date • �' 2 2 199 ATILT 1650 West 82nd Street Suite 500 Bloomington, MN 55431 5Aanh g Your recent decision to acquire our Service Protection Plan for your telephone equipment truly reflects your company's commitment to one of the most critical areas of your business - communication with your customers. You have indeed made the right choice. We want to continue to supply you with the best in product and service as your business grows and changes. Enclosed, please find your copy of the contract for the Service Protection Plan. In addition, we've sent two other items for your convenience. * A rolodex-sized reference card of AT&T telephone numbers for future needs. * And, because new customers are often referred to us by other satisfied customers, we've enclosed a "Customer Referral Card", which will enable you to receive valuable gift certificates toward purchases from our AT&T l Catalog. (If not have our current catalog, please we'll be happy to send you one). Again, thank you for choosing AT&T. We appreciate your business. Sincerely, Arif .E. Gray, ; . General Ma age . OMER REFERRAL CARD mmunications system within days you will receive a $135.00 gift AT&T e AT&T Sourcebook Catalog. ier to say thank you. WHEN YOU NEED....PLEASE CALL New Products&Services 1-800-247-7000 ' send me my complimentary letter opener. Moves,Changes&Additions 1-800-247-7000 ARNING MORE ABOUT HOW AN AT&T COMMUNICATIONS SYSTEM COULD HELP THEM. Billing Questions 1-800-247-7000 Repairs 1-800-526-2000 NY COMPANY Equipment Hot Line 1-800-628-2888 SS ADDRESS Facsimile Machines 1-800-247-7000 Long Distance(WATS Service) 1-800-222-0400 CITY ZIP STATE ZIP IPHONE PHONE PHONE NAME NAME NAME PLEASE SEND MY FREE DESKTOP LETTER OPENER TO: NAME ADDRESS CITY STATE ZIP COMPANY PHONE NUMBER i 1 NO POS1SE-may NECESSARY IF MAILED IN THE BUSINESS REPLY MAIL UNITED STATES FIRST CLASS MAIL PERMIT NO 23228 MINNEAPOLIS MN emormimm POSTAGE WILL BE PAID BY ADDRESSEE emommomi wommimmi ROSE GILMAN Nommummi A mommoommom T&T 1650 W 82ND ST SUITE 200 BLOOMINGTON MN 55431-9728 GBS-128 (12-91) k. !ATh1 ! /0 1 nAgreement Servic rotect o Customer Name Customer Identification Number Contract No. • I�� - -' SP A-1- 00047905 Customer Contact r i u- Customer Telephone No. AT&T Con ct • 1.' X«. 5'`' Yi'�3 i 1 l r -� { .c ,. AT&T Tele bone No. Billing Address p ///I? "27 �'' r -s--x'4,3 City State Zip Branch Code /e Essential Service Coverages Essential Plus Options J Essential Business Day ❑ Wire Coverage CI Essential Around-The-Clock ❑ Enhanced Response Addendum Attached ❑ Moves&Changes ,, Coverage Term / ; Years' /1 1c D°Subsequent Ttaining' Effective:Date' ❑ Remote Administration 1 Qty. Manufacturer SYSTEM'SPECIFICATIONS DESCRIPTION _ 67,1.0:;-C/ ... 1/4_______:, ,c,,,,:.. 7-..? ..r " Subtotal !r/ 4,>jaI ADDI TIONAL REMARKS/CONTRACTUAL PROVISIONS: d // / / g1 / /k S.. ) 4 Other Charges or Monthly Tax _ Y p Grand Total No,�clu - I�'' 6J/(1 7 BY ACCEPTANCE OF THIS AGREEMENT CUSTOMER ACKNOWLEDGES THAT AT&T WILL PROVIDE SERVICES PURSUANT TO THE EXPRESS AUTHORIZATION OF THE MANUFACTURER(S) IDENTIFIED ABOVE AND/OR THE APPLICABLE RULES AND REGULATIONS OF THE FEDERAL.COMMUNICATIONS COMMISSION.SUCH SERVICES ARE SUBJECT TO TERMINATION BY REASON OF r THE REVOCATION OF h. ►•.•: ,. •.: •,- •`- . -• °' ACKNOWLEDGES AND AGREES THAT AT&T SHALL HAVE NO LIABILITY TO CUg'rOMER"t'oa ANY-SUCH TERMINATIOrcin,stederiarTHIS AGRILIEYAEPIT CUSTOMER A WHICH CUSTOMER,HAS READ AND UNDERSTANDS. r Customs American Telephone and Telegraph Company By: .r;: t. / a Au, •rized C : omer Re•Mil-entative s4Signature) rate (Authori ed Si atur (date) • (Typed or,Pt nted Name). (Typed or tinted Name V' cc i `t !`'r /C `'cal4.7/,x' r .Yr°' 7'6.',-. (Title) • (rte) /� 5-7..r /•. S i 1 S 0l R" ST fU ( 7Z A-60 (Equipment Location Address) (AT&T Address) Oc k'Pr r°i< 744,- kIS 01,1i = "5 �_ ")r�v2 `c 004 ( sj( To 1-/ tiJ S43 ,' (fie) (40) (City) (State) ` (zip) i STOME'R FINAL. AT ERVICE PROTE TION AGREEMENT . �, e MOP^-PERM EST IONS AND O ONS 1 7 y,, 1. Coverage—American Telephone and Telegraph Company("AT&T")and Customer agree that the E. Remote Adminigtration-AT&T will provide Remote Administration for the Equipment..' following terms and conditions will govern the provisiontof the services described in Sections 6 Remote Adminis&ratiori means remotely administeredsoftware translations on features,including,. and 7 below ("Services") on the equipment, wire and software ("Equipment")of Customer without limitation but by way of illustration,call accounting,toltreatrietion,and other adminisiraiive. • described on the reverse hereof and manufactured by the entity identified opposite such features. These software translations will be provided according to the coverage period and? description("Manufacturer").All subsequent oral or written Customer orders for Services become response times applicable to minor failures. AT&T will not send a technician to Customer's effective when accepted by AT&T. Any other terms and conditions,preprinted or otherwise, premises to provide this service. accompanying any Customer order for Services are hereby rejected and shall have no legal effect notwithstanding AT&T acceptance or use of any such order 8. Maintenance Coverage Exclusions—AT&T will not provide,without-.additional charge,any Services in cases involving damage,malfunction,or failures caused in whole or in part by any of 2. Term—This Agreement will become effective when it is both signed by Customer and accepted by the following: • AT&T and will remain in effect for the period shown on the face hereof(or any renewal period) unless terminated or canceled as provided herein. This Agreement shall be automatically a. failure to follow Manufacturer's installation,operation or maintenance instructions; . renewed at the end of the originaiterm for successive one(1)year periods,unless either party b. unauthorized modification of the Equipment;, gives written notice of its intent not to renew at least 30 days prior to the renewal date. c. misuse,abuse or negligent acts by other than AT&T or its authorized agent;or d. any event referred to in Section 15. 3. Payment—Customer will pay in full all amounts due under this Agreement when invoiced. Payments are due on the date specified on the invoice.Recurring monthly charges will be billed in 9. Customer's Responsibilities—Customer agrees to: advance on a monthly or quarterly basis.One—time charges will be billed as incurred. Restrictive a. Follow all Manufacturer instructions and AT&T maintenance.instructions;. . endorsements or other Customer statements on checks or drafts accepted by AT&T shall have no b. Provide the proper environment and electrical and`telecommunications connections as effect. AT&T may invoice Customer for late payment charges for payments not received when specified by AT&T; due.Late payment charges will be computed at the rate of one and one half percent(1.5%)of the c. Provide access to the Equipment to enable AT&T to perform Services; overdue amount per month or the maximum lawful amount,whichever is Ilss.Customer will also d. Provide adequate communications facilities,workspace and storage space.for spare parts; be liable for all costs to collect any past due amounts,including'any collection agency or attorneys' e. Have a representative at the Equipment location during any performance of Services;and fees. f. Maintain a procedure external to the software program(s) and host computer for 4. Taxes—Customer„agrees to pay any applicable local, state and Federal taxes, however reconstruction of lost or altered files,data or programs to the extent deemed necessary by designated(excluding taxes on AT&T's net income),imposed on or based upon the provision or Customer. use of Services,unless Customer provides AT&T with a valid certificate of exemption. 10. Equipment Relocation or Modification—Customer agrees to advise AT&T promptly of any • 5. Ownership/License—Customer warrants that it is the owner of the Equipment or that it has the change in location of or modification to any Equipment. If Customer moves or modifies any owner's authorization to enter into this Agreement. Customer further warrants that it is the Equipment in a way that AT&T believes may adversely affect the performance of the Equipment, licensee of the software programs contained in the Equipment. the safety of Customer,or AT&T's performance of Services,AT&T may terminate this Agreement or charge Customer for any additional costs resulting from such move or modification. AT&T 6. Essential Service—Upon notification of an Equipment failure,and according to the applicable reserves the right to inspect the Equipment before determining whether it will terminate this coverage period and response time,AT&T will commence remedial maintenance by isolating the Agreement as to such Equipment. cause of the failure and then taking the appropriate remedial action. "Remedial maintenance” includes activities such as replacement of plug-in units without disassembly,(i.e.,removal and 11. Replacement of Parts—Any replacement parts provided under this Agreement may be new, replacement of components other than those permanently mounted on a board)and expressly remanufactured or refurbished,and will be provided on an exchange basis.AT&T will not provide excludes the repair of parts or components of the Equipment. "Major failures"are defined as those replacement parts during the Manufacturer's warranty period. Replacement parts will be either(i) Equipment failures which,in AT&T's judgment,materially impair the operation of the Equipment, Manufacturer's parts,if then reasonably available to AT&T,or(ii)parts of equivalent or better and"minor failures"are all other Equipment failures. Customer will select one of the following quality furnished by AT&T or a third party. coverage periods for the provision of remedial maintenance. 12. Labor—Under the Essential Service options described in Section 6 above,AT&T will perform 'f A. Essential Business Day—AT&T will provide remedial maintenance service during coverage Services without additional charges for labor or parts. If Customer requests that Services be- period hours,which are 8 a.m.to 5 p.m.,Monday through Friday,excluding AT&T holidays provided outside of applicable coverage period hours,such Services will be invoiced to Customer ("Coverage Period").AT&T will commence remedial maintenance service for major failures within on a"time and materials"basis. four(4)Coverage Period hours of notification. AT&T w ll provide remedial maintenance service 13. Limitation of Liability-The liability of AT&T and its affiliates for any claims,losses:damages or for minor failures within twenty-four(24)hours of notification,except that work will be performed expenses from any cause whatsoever(including acts or omissions of third parties)regardless of only between 8 a.m. and 5 p.m.,Monday through Friday,excluding AT&T holidays. Customer the form of action,whether in contract,tort or otherwise,shall not exceed the lesser of direct may also call.AT&T's toll—free 24—hour"Helpline"for assistance. - damages proven or one year's charges under this Agreement.,'in no event shalt AT&T or its B. Essential Around—The—Clock—AT&T will commence remedial maintenance service for affiliates be liable for any incidental,special,reliance,consequential or any other indirect loss or major failures twenty—four(24)hours per day,seven(7)days per week,within four(4)hours of damage(including but not limited to lost profits or revenues)arising out of this Agreement. No notification.AT&T will provide remedial maintenance service for minor failures within twenty—four action or proceeding against AT&T or its affiliates may be commenced more..than twelve(12). (24)hours of notification,except that work will be performed only between 8 a.m.and 5 p.m., months after the cause of action accrues. THIS PARAGRAPH SHALL SURVIVE FAILURE OF Monday through Friday,excluding AT&T holidays. Customer may also call AT&T's toll—free AN EXCLUSIVE REMEDY. 24-hour"Helpline"for assistance. , - • 14.- Warranties — AT&T WILL PERFORM SERVICES,IN ACCORDANCE WITH ACCEPTED 7. Essential Plus Options—The following service options are available to supplement the INDUSTRY PRACTICES AND IN A MANNER THAT REFLECTS FAVORABLY ON THE applicable EssentiaLSenrice coverage option selected by.Customer and described in Section 6. QUALITY IMAGE OF AT&T AND PROMOTES CUSTOMER SATISFACTION.AT&T MAKES NO OTHER WARRANTIES,EXPRESS OR IMPLIED,WITH RESPECT TO SERVICES PROVIDED A. Wire Coverage—AT&T will provide remedial maintenanc focwirirfg,Wiringincludesallgray UNDER THIS AGREEMENT. cable/wire,connectingblosks,}rossconnect fields,Systimax ) and associated hardware on the Customer side of the local exchangge company's or common carnet's network interface. Wiring 15. Force Majeure—AT&T shall not be held responsible for any delay,damages or failure of doe)not incooe black cable,riser cable)and all other netwo�k.V"l fr)oT facilities such as poles, performance to the extent such delay,damages or failure is caused in whole or in part by fire, conduit,local access lines and trunks. explosion,power failures,strikes or other labor disputes,water,earthquake,acts of t; o:,'war or engagementof hostilities,civil disturbances,acts of civil or military authorities or thepublic enemy, B. Enhanced Response— In certain geographic areas, Customer may select Enhanced inability to secure raw materials or transportation facilities,fuel or energy shortages,.acts or . : •• ()over-r q•_under whidiA&T,yriltcgalgienge remedial mainte :- • - omissions of communications carriers,unauthorized use of common carder telecommunications or rwr seedier to the C. Moves and Changes—AT&T will rearrange existing Equipment and adjuncts and perform foregoing. related station translations.AT&T will provide rearrangement of Equipment onlyatthe Equipment 16. Cancellation and Termination—Customer may terminate this Agreement prior tattle expiration: location shown on the face hereof. When Customer requests work to be performed under this of its term only by paying AT&T an amount equal to the lesser of twenty percent(20%)of one option,AT&T and Customer will schedule a visit to Customer's location for purposes of fulfilling year's charges under this Agreement or twenty percent(20%)of the charges for the remaining Customer's request.AT&T will provide labor free of charge,but Customer will be charged for any term of this Agreement. materials needed to fulfill Customer's request. , 17. Uniformity of Coverage—All telecommunications equipment at.the.Equiprnest.locationshown D. Subsequent Training—AT&T will provide Equipment training to those Customer employees on the face hereof must be covered under this Agreement.The coverage term for any subsequent using the Equipment who require such training. The content,timing and location of such training additions of equipment,wire and software will be coterminous with the coverage term for the will be mutually agreed upon by Customer and AT&T. AT&T may fulfill Customer training Equipment. - •-- - •- .. - • requirements through the provision of unlimited Customer access to AT&T's toll free 24—hour , "Helpline"and through scheduled access to AT&T's Customer training classes and seminars. If 18. Choice of Law—The construction,interpretation and performance of this Agreement shall be required to fulfill Customer's particular training needs,AT&T will conduct,customized training governed by the laws(excluding conflicts laws)of the State of New Jersey. ... , sessions on Customer's premises or another mutually designated location up to two times per 19. Assignment/Subcontracting—This Agreement is not assignable by Customer without AT&T's prior written consent. AT&T may assign its rights and delegate its duties under this Agreement. Where AT&T subcontracts any work,AT&T shall retain responsibility for such work. • 20. Entire Agreement—THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN THE • PARTIES WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER AND SUPERSEDES • ALL PRIOR AGREEMENTS,PROPOSALS OR UNDERSTANDINGS WHETHER WRITTEN OR -• ORAL.THISAGREEMENT MAY NOTBE AMENDED-EXCEPT BYA SUBSEQUENT WRITTEN AGREEMENT SIGNED BY THE AUTHORIZED REPRESENTATIVES OF BOTH PARTIES. I Corporate Headquarters 612-557-2500 Service Heaters 612-557-2520(Dispatch) 10200 51st Avenue North 1-800-US-DATAS (Toll free) 5401 Boone Ave. N. 1-800-US-DATAS (Toll-free) Minneapolis, MN 55442 612-557-6946 (Fax) New Hope, MN 55428 612-551-2335(Fax) Effective Date 5-12-94 Customer No. OAK080 oust.PO: L041393 • Amen Data AGREEMENT FOR AMERIDATA SERVICES city a3- Customer Name: Oak Park His t Street Address: 14168 57th St. N. City: Stillwater State: MN Zip: :; 55082 Customer Contact: Phone: Customer identified above,agrees to purchase and AmeriData agrees to furnish On-Site Maintenance Service("Maintenance")for the Equipment listed on the Customer Equipment List which is attached to and made part of this Agreement. This Agreement constitutes the entire Agreement between Customer and AmeriData,and replaces all prior oral or written communication between the parties. Definitions: The following definitions are integral to the Terms of this Agreement. A. Effective Date - the mutually agreed to date to begin the operated within specifications and for the purpose for which it maintenance coverage for Eligible Equipment under this is intended. Agreement. F. Remedial Maintenance - the service furnished to restore B.Eligible Equipment-the Equipment which is acceptable for Equipment to good operating condition. Maintenance under this Agreement as included on the Customer Equipment List included herein. Eligible Equipment TERMS AND CONDITIONS may be: 1.TERM (1) AmeriData supplied Equipment,which may be in or out of warranty; The initial term of this Agreement is for a period of one (1) (2)Equipment which is acceptable as a result of AmeriData's year from its Effective Date. At the end of the initial term,and pre-acceptance inspection;or any subsequent renewal terms,this Schedule will automatically (3) Equipment which was previously under AmeriData's renew for a successive one(1)year period unless either party maintenance coverage immediately prior to acceptance under provides the other party with written notice at least thirty(30) this Agreement. days prior to the Effective Date anniversary. Equipment added after the Effective Date will assume the remaining portion of C. Maintenance - Remedial On-Site Maintenance Service the initial term or subsequent renewal term. furnished under this Agreement. 2.TAXES D.Normal Office Hours-8 AM-5 PM (local time)Monday thru Friday, excluding the following holidays, as observed by Customer agrees to pay all applicable taxes which result from AmeriData: New Years Day, Memorial Day, Independence any transaction under this Agreement,excluding taxes based on Day,Labor Day,Thanksgiving Day and Christmas Day. AmeriData's net income. If Customer claims exemption from any such taxes, Customer will provide AmeriData with the E.Normal Wear-the wear that occurs to Equipment while documentation required by the taxing authority,to support the exemption. Customer and AmeriData acknowledge that they have read and understand the Terms and Conditions of this Agreement and by their • signatures below,agree to be legally bound by such Terms and Conditions. Accepted by: Accepted by: By: (Authorized Signature) C i+y e 9• AmeriData,Inc. Customer Name Oak bark Hts Polies-Dept By: (Authoriz•I ' • AAd Air Name(type or print) Judy L. Ho 1st Name(type or print) Robert L. Anderson Title fPputy Clerk/Finance llirPrtor Title Service Sales Support Mgr Date April 14, 1994 Date 5-25-94 FOR SERVICE CALL I-800/888-2508 OR 612/557-2520 0 0 TERMS AND CONDITIONS 3.INVOICES AND CHARGES B. Customer agrees to provide and maintain timely and accurate 1 inventory listings of Equipment under this Agreement and to notify A.Charges for Maintenance,in accordance with the Customer Equipment AmeriData within seven (7) days of any alteration, modification or List,begin on the Effective Date and will be invoiced in advance. Invoices relocation of such Equipment. are due and payable upon receipt, and are deemed as late if payment is not received within thirty(30)days of invoice date. Monthly charges due 7.REMEDY for fractional parts of a calendar month will be computed at a rate of one- thirtieth of the monthly charges for each day. Late payments are subject AmeriData's entire liability and Customer's exclusive remedy, for any to a 2% per month surcharge, or the maximum rate permitted by law, claim concerning performance or nonperformance by AmeriData pursuant whichever is less. to or in any other way related to this Agreement or any Supplement hereto, shall be limited to the recovery of actual damages as follows: B. Extra charges will apply to 1)service calls authorized by Customer AmeriData's liability for damages to Customer for any cause whatsoever, which are outside Normal Office Hours of coverage;2)service for causes and regardless of the form of action, whether in contract or in tort not attributable to Normal Wear;and 3) other services such as,but not including negligence, shall be the lesser of$15000 or the amount which limited to, software fixes, refurbishment, cosmetic enhancement, would be due for six (6) month's Maintenance provided under this installation,deinstallation and relocation of Equipment. Such charges will Agreement. This limitation of liability will not apply to riaims for be invoiced to Customer after the service is furnished in accordance with personal injury or damage to real or tangible personal property caused by AmeriData's then current pricing and applicable business practices. AmeriData's negligence. C. AmeriData may adjust the charges for service provided under this 8.TERMINATION Agreement,effective anytime after the initial term,by providing at least sixty(60)days prior written notice which may be given during the initial A. Except as otherwise specified in this Agreement, either party may term. terminate Maintenance for Equipment after the initial term or any 4.DISCLAIMER OF WARRANTY AND LIMITATION OF REMEDIES may be t given by o to the Agreement ement anniversary aver prior written notice,which may gi prior Agreement amiversary date. AND LIABILITIES. B. During the initial term or the period covered by any renewal term, A.AMERIDATA MAKES NO WARRANTIES,EXPRESS OR IMPLIED, Customer may,after providing at least thirty (30) days written notice, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF terminate unit(s) of Equipment by paying any early termination charge MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. equal to thirty (30)percent of the remaining charges applicable for such terminated Equipment for its remaining term. B. AMERIDATA WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES CAUSED BY DELAY IN FURNISHING EQUIPMENT, C.Either party may terminate this Agreement for failure of the other to PRODUCTS, SERVICES OR ANY OTHER PERFORMANCE UNDER comply with its Terms and Conditions. THIS AGREEMENT. AMERIDATA'S ENTIRE LIABILITY AND • CUSTOMER'S EXCLUSIVE REMEDIES FOR Al17ERIDATA'S D.Upon termination of this Agreement,Customer agrees not to disclose LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR any maintenance aids, which may be in the form of software or written NEGLIGENCE) FOR THE SERVICES COVERED BY THIS documentation, that was provided by AmeriData in providing service AGREEMENT ARE LIMITED TO THE REMEDIES PROVIDED IN under this Agreement. THIS AGREEMENT AS IDENTIFIED BY THE WORDS "REMEDY" OR "REMEDIES". 9.GENERAL PROVISIONS C. IN NO EVENT WILL AMERIDATA BE LIABLE FOR ANY A.Customer may not assign or otherwise transfer its rights or obligations INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL under this Agreement except with the written consent of AmeriData, DAMAGES, THIRD PARTY CLAIMS, LOSS OF USE, LOSS OF which shall not be unreasonably withheld. DATA, LOSS OF INCOME OR PROFIT, LOSS OF VALUE TO EQUIPMENT OR AFFILIATED COMPONENTS. B.AmeriData will not be responsible for failure to perform its obligations under this Agreement due to causes beyond its reasonable control. 5.DESCRIPTION OF MAINTENANCE C.This Agreement may not be changed except by written amendment A.AmeriData will rovide Maintenance during Normal Office Hours for signed by authorized representatives of the parties. the charges specified in the Customer Equipment List. Maintenance includes: D. This Agreement shall be governed by the laws of the State of (1) On-Site Remedial Maintenance; Minnesota (2)Labor and parts required because of Normal Wear; (3) Installation of parts, either new or refurbished to perform as if new E.No action under this Agreement may be brought by either party more (replaced parts will become the property of AmeriData);and than two(2)years after the cause of action has accrued. (4) Use of tools, test equipment,maintenance aids and remote access by maintenance personnel, F.The Terms and Conditions of this Agreement shall prevail over any conflicting,additional or other terms appearing on any order submitted B.For certain Equipment,AmeriData may subcontract Maintenance. by Customer. 6.CUSTOMER RESPONSIBILITIES G.If any provision of this Agreement is deemed,by a court of competent jurisdiction,invalid or unenforceable,such judgement shall not invalidate A.Customer agrees,at no cost to AmeriData,to: or render unenforceable the remainder of the Agreement. (1)Not attempt repairs to the Equipment unless authorized by AmeriData; (2)Notify AmeriData immediately of Equipment failure; H.Customer represents that it has the authority to enter this Agreement. (3) Allow maintenance personnel full, free and timely access to the Equipment; I.Any notice, under this Agreement,shall be in writing and forwarded (4)Permit use of remote access when applicable; via United States Mail. (5)Provide reasonable facilities such as,but not limited to,a work area with adequate heat, light and power and access to local telephone line J.AmeriData reserves the right to cancel this Agreement if Customer is (long distance telephone charges shall be the responsibility of AmeriData); in default of any other Agreement with AmeriData. (6)Maintain site environment which is consistent with the manufacturer's specifications which includes, but is not limited to,adequate free space K. The failure to enforce any provisions of this Agreement shall not immediately to the equipment,so as not to in any way obstruct air flow, constitute a waiver of or right to pursue any prior or subsequent breach and proper anti-static procedures to minimize static buildup; violation or default of the Agreement. (7)Perform routine cleaning and replace consumable items,including but not limited to, printer ribbons,toner cartridges, paper and replaceable L. Amerlata's programs,documentation,manuals, and other printed print bands;and material are confidential in nature and shall not be used or disclosed to (8)Execute proper data back-up and recovery procedures before and after a third party by Customer for any purpose other than as necessary to service is rendered under this Agreement. AmeriData is not responsible perform this Agreement. AmeriData and Customer shall each exercise the for any cost associated with lost data or reconstructing data which may same standard of care to protect any proprietary or confidential data of be lost while performing service hereunder. the other disclosed during the performance of this Agreement,as is used to protect its own proprietary or confidential data. STD-REV.12-17-93 1 I 111V . • • Cathodic Protection Services Company Water Works Division 43 Fadem Road Springfield, New Jersey 07081-3179 (201)379-2500 FAX: (201)379-5611 May 10, 1994 City of Oak Park Heights 14168 - 57th Street, North Post Office Box 2007 Oak Park Heights, Minnesota 55082 Attention: Mr. Roger G. Benson Public Works Director Reference: Cathodic Protection System # 11924 250,000 Gallon Elevated Tank Dear Mr. Benson: The service agreement providing for maintenance on the referenced cathodic protection equipment will expire on July 16, 1994 and we are enclosing a new proposal for your consideration. There has been no change in pricing and your early acceptance will allow for the proper scheduling of this necessary service. Upon approval , please initiate this agreement by signing and returning the pink copy to us while retaining the white copy for your records. Since no invoice will be issued until the appropriate time, no remittance is now due. Should you have any questions regarding either our service or this proposal , please do not hesitate to contact us. Very truly yours, CATHODIC PROTECTION SERVICES CO. Water Works Division Paul Malatin Senior Contract Specialist PM/it Enclosure cc: file C-1 `PS WATER WORKS DIVISION 11111 L/�� CATHODIC PROTECTION SERVICES C REMIT TO• ~f 43 Fadem Road Springfield,N.J.07081 Cathodic Protection Services Co. • WATER WORKS DIVISION PHONE (201)379-2500 P.O. Box 102506 -ALL/ M,WWCOMPANY- FAX(201)379-5611 Atlanta, GA 30368-0506 SERVICE PLAN QUOTATION Oak Park Heights, City of May 10, 1994 Oak Park Heights, Minnesota (Hereinafter called the Purchaser) CPS WATER WORKS(hereinafter called the Company)proposes to furnish maintenance and repair service for the Cathodic Protection Systems listed below to the following terms and conditions: A. PAYMENT:Thetotal payment peryearduehereunder(asconditioned below)is payable in U.S.fundswithin 30 daysafterthe beginning of the period covered by this Contract which is: July 17 , 1994 to July 16, 1995 and annually thereafter until terminated by either party in accordance with the provisions of Paragraph E.on the reverse hereof.All past due accounts are subject to a charge of 1'/z%per month(18%per annum). ANNUAL RATE B. SYSTEMS COVERED:This Contract applies to the following Cathodic Protection Systems (hereafter called the Equipment): PLAN PLAN B PLAN System No. Location Capacity Type Anode Type (IN THOUSANDS) 11924 Oak Park Heights 250 , Elevated Aluminum $563 . 00 Purchaser P lease Initial one column and delete the other columns on both copies to indicate which plan Is selected and upon selection the inapplicable paragraphs In(C) below shall be sconsldered deleted therefrom. CONTRACT TOTAL $56 3 . 0 0 C. SERVICE PLAN THIS IS A COMPLETE SERVICE. Applicable taxes will be added to all annual rates. The Company agrees to: (1)Inspect and adjust the Equipment during the period covered by this contract and during each successive period. (2)When making the inspection,evaluate system performance by means of tank to water potential measurements. (3)Replace or repair anode as required. (4)Maintain the Equipment in operating condition by furnishing all labor and materials required to replace or repair all parts thereof worn or damaged so as to impair the operation of the Equipmentwith the exception of those parts damaged through war,fire,Act of God,negligence,tampering or other fault on the part of the Purchaser or causes beyond the control of the Company other than fair wear and tear. SERVICE PLAN B THIS IS A LIMITED SERVICE. The Company agrees to: (1) Inspect and adjust Equipment once during the period covered by this Contract and once during each successive period. (2)When making the inspection,evaluate system performance by means of tank to water potential measurements. (3)Replace or repair anode stock as required with the exception of those parts damaged through fire,Act of God,negligence,tampering or otherfault on the part of the Purchaser or causes beyond the control of the Company. (4) If any other replacements or repairs are required,furnish labor and material at Company's standard rates when authorized by Purchaser. SERVICE PLAN THIS IS A LIMITED SERVICE. The Company agrees to: (1)Inspect and adjust Equipment during the period covered by this Contract and during each successive period. (2)When making the inspection,evaluate system performance by means of tank to water potential measurements. (3) If any other replacements or repairs are required,furnish labor and material at the Company's standard rates when authorized by Purchaser. REMARKS: THIS CONTRACT IS SUBJECT TO THE TERMS AND CONDITIONS ON THE REVERSE HEREOF WHICH ARE HEREBY MADE A PART OF THIS CONTRACT Purchaser please sign in duplicate This contract is not binding on the Company until approved by it at its home office in Springfield,NJ n Return both copies to us,one copy will be returned to you Contract made by: Paul Malatin CPS WATER WORKS DIVISION P9 Return pink copy only to us Purchaser jJ By Authorized Official B Authorized Signature Date DIR. of p_tez Ttle CUSTOMER COPY r D. GENERAL CONDITIONS UNDEi�ALLPLANS:Inadditiontotheabovestipulations,underanyServicePlancoveredbythisContrac , the Company agrees to make a written report to the Purchaser regarding the condition and operation of the Equipment after each inspection/4 Under any Service Plan covered by this Contract,the Purchaser agrees to(1)report to the Company atthe above address each three months,on forms which will be provided by the Company, describing the condition and operation of the Equipment (2) report promptly in writing to the Company at the above address in the event the Equipment or any part thereof fails to operate as specified by the Company (3) operate the Equipment in accordance with the Company's instructions and exert due diligence in its maintenance and care(4) make minor repairs,such as, but not limited to,the replacement of fuses,and (5) provide access to the Equipment for the Company's maintenance crew or other personnel promptly following notice by the Company of intent to inspect the Equipment, E. CANCELLATION:The service proposed hereunder and the payment stated shall be continued from year to year unless terminated by either party by notice in writing to the other party of intention to terminate at least 90 days prior to any anniversary date of the beginning of the period covered by this Contract. F. FORCE MAJEURE: No liability shall result from delay in performance or non-performance in whole or in part if performance as agreed has been made impracticable by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid, by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which this contract was made, including but not limited to, Acts of God,fire,flood, accident, riot, war, sabotage, strike, labor, trouble or shortage, embargo, or the Company's inability to obtain at prices and on terms deemed by it to be practicable any required raw material,energy source,equipment,labor, or transportation.If any of such circumstances affect only a part of the Company's capacity to perform,the Company shall have the right to allocate production and deliveries among all of its customers and its own requirements in a fair and reasonable manner, Quantities affected by this paragraph may,at the option of either party,be eliminated from the Contract without liability,but the Contract shall remain otherwise unaffected, G. INSURANCE:The Company agrees to furnish upon request,evidence of General Liability Coverage to the limit of$1,000,000 per accident; and Worker's Compensation Coverage for its employees. H. ACCEPTANCE: This Contract is subject to acceptance by the Purchaser within 30 days(and therafter at the Company's option) and when so accepted and thereafter approved by the Company shall constitute a Contract between parties made at Springfield,NJ,and shall be binding upon the heirs,executors,successors,assigns and representatives of both parties, I. CONTRACT: It is expressly understood by both parties that upon acceptance by the Purchaser and approval by the Company,this contract supersedes all previous contracts between the parties covering the same or similar service for the same Equipment at the same location and includes all (and that there are no other or different)warranties,expressed or implied,representations, promises,agreements or statements in connection with such service, No modification of this Contract shall be of any force or affect unless in writing and signed by the parties and no modifications shall be effected by the acknowledgement or acceptance of purchase order forms containing different terms or conditions, J. WARRANTIES:The Company warrants that materials manufactured by it shall remain free from defects in workmanship and materials for a period of one year after shipment from the Company's plant,and that the services furnished by the Company pursuant to this Contract will meet the Company's standards of quality in effect at the same time such services are furnished.THE COMPANY'S SOLE OBLIGATION UNDER THIS WARRANTY SHALL BE TO REPAIR OR REPLACE DEFECTIVE MATERIALS AND TO REPERFORM DEFECTIVE SERVICES.THE PURCHASER'S SOLE AND EXCLUSIVE REMEDY AGAINST THE COMPANY SHALL BE TO OBTAIN SUCH REPAIR,REPLACEMENT OR REPERFORMANCE NOT- WITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY FOR BREACH OF THE WARRANTIES CONTAINED HEREIN SHALL NOT EXCEED THE FACE AMOUNT OF THIS CONTRACT.THE COMPANY SHALL UNDER NO CIRCUMSTANCES BE LIABLE TO ANY ONE FOR DAMAGES OF ANY KIND OR CHARACTER, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHERWISE.THE COMPANY MAKES NO EXPRESS WARRANTIES (EXCEPT AS SET FORTH HEREIN)AND NO IMPLIED WARRANTIES, (INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. K. INDEMNIFICATION: The Purchaser agrees to indemnify and hold the Company harmless from and against any liability, cost, expense (including reasonable attorney's fees),claim,judgement,settlement or damage that the Company may be required to pay to any employee of the Purchaser who alleges or provesthat he orshe has been injured inthe course of his or her employmentwhile working with the equipment or material supplied by the Company under this contract,even though caused by the concurrent and/or contributory negligence or fault of the Company. L. LABOR:If,due to conditions beyond the Company's control,including without limitation,local or state law or the requirements of labor unions, the Company is denied the free selection of its labor to render the proposed service,the Purchaser shall either furnish the necessary labor to work under the direction of the company's maintenance crew or the cost of such labor furnished by the Company shall be borne by the Purchaser. M. FURTHER CONDITIONS UNDER PLATINUM ANODE LEASE PLANS ONLY:When makingthefirst annual inspection under any Service plan,the Company will replace existing anode stock with Platinum and will thereafter when making subsequent annual inspections hereunder,replace Platinum Anodes as and when required in the Company's option without additional charge to the Purchaser.It is understood and agreed that Platinum Anodes installed under this Service Plan and any replacements thereof are leased to the Purchaser and shall at all times remain the sole and exclusive property of the Company and the Purchaser shall have no right of property therein but only the right to use the same in connection with the Equipment covered by this Service Plan. Upon termination of the Service Plan for any reason,the Company may take possession of and remove the Platinum Anodes from the Equipment and thereby terminate all right and interest of the Purchaser therein. N. FURTHER CONDITIONS UNDER HORIZONTAL ANODE PLANS ONLV:water ievei must be maintained abovethe horizontal anode and reference cell during the Icing season. Cost of replacing anodes and/or reference cells damaged by ice will be borne by the customer. To prepare tank for system repairs,tank draining,refilling,sterilization and any related costs will be the customer's responsibility, Corporate Headquarters 612-557-2500 Service HWrters 612-557-2520(Dispatch) 10200 51st Avenue North 1-800-US-DATAS (Toll-free) 5401 Boone Ave. N. 1-800-US-DATAS (Toll-free) Miinnn old�L■N 55442 612-557-6946 (Fax) New Hope, MN 55428 612-551-2335(Fax) APR 2 U Effective Date 5-12-94 Customer No. OAK080 i.-------- Cust.PO: L041393 Amen -Data AGREEMENT FOR AMERIDATA SERVICES 4i� o3- Customer Name: Oak Park Hts t Street Address: : 14168 57th St. N. City: Stillwater State: MN Zip: 55082 Customer Contact: Phone: Customer identified above,agrees to purchase and AmeriData agrees to furnish On-Site Maintenance Service("Maintenance")for the Equipment listed on the Customer Equipment List which is attached to and made part of this Agreement. This Agreement constitutes the entire Agreement between Customer and AmeriData,and replaces all prior oral or written communication between the parties. Definitions: The following definitions are integral to the Terms of this Agreement. A. Effective Date - the mutually agreed to date to begin the operated within specifications and for the purpose for which it maintenance coverage for Eligible Equipment under this is intended. Agreement. F. Remedial Maintenance - the service furnished to restore B.Eligible Equipment-the Equipment which is acceptable for Equipment to good operating condition. Maintenance under this Agreement as included on the Customer Equipment List included herein. Eligible Equipment TERMS AND CONDITIONS may be: 1.TERM (1)AmeriData supplied Equipment,which may be in or out of warranty; The initial term of this Agreement is for a period of one (1) (2)Equipment which is acceptable as a result of AmeriData's year from its Effective Date. At the end of the initial term,and pre-acceptance inspection;or any subsequent renewal terms,this Schedule will automatically (3) Equipment which was previously under AmeriData's renew for a successive one (1)year period unless either party maintenance coverage immediately prior to acceptance under provides the other party with written notice at least thirty(30) this Agreement. days prior to the Effective Date anniversary. Equipment added after the Effective Date will assume the remaining portion of C. Maintenance - Remedial On-Site Maintenance Service the initial term or subsequent renewal term. furnished under this Agreement. 2.TAXES D.Normal Office Hours-8 AM-5 PM(local time)Monday thru Friday,excluding the following holidays,as observed by Customer agrees to pay all applicable taxes which result from AmeriData: New Years Day, Memorial Day, Independence any transaction under this Agreement,excluding taxes based on Day,Labor Day,Thanksgiving Day and Christmas Day. AmeriData's net income. If Customer claims exemption from any such taxes, Customer will provide AmeriData with the E.Normal Wear-the wear that occurs to Equipment while documentation required by the taxing authority,to support the exemption. Customer and AmeriData acknowledge that they have read and understand the Terms and Conditions of this Agreement and by their signatures below,agree to be legally bound by such Terms and Conditions. Accepted by: Accepted by: By: (Authorized Signature) G i+y 0 AmeriData,Inc. Customer Name Oak Park Hts Iteliee Dept By: (Autho ' Si tore) (;;Lf/d1;---; /(7/d26v-/ Judy L L. Hoist 1Z Name(type or print) y Name(type or print) O l Title D e p 111-y Clerk/F i n a n c e D i r e r fi o r Tikpr_`jr /Q0L=•19'/r.� /�Oa[74% / Date April 14, 1994 Date , FOR SERVICE CALL 1-800/888-2508 OR 612/5574524 f III • . TERMS AND CONDITIONS 3.INVOICES AND CHARGES B. Customer agrees to provide and maintain timely and accurate inventory listings of Equipment wider this Agreement and to notify A.Charges for Maintenance,in accordance with the Customer Equipment AmeriData within seven (7) days of any alteration, modification or List,begin on the Effective Date and will be invoiced in advance. Invoices relocation of such Equipment. are due and payable upon receipt,and are deemed as late if payment is not received within thirty(30)days of invoice date. Monthly charges due 7.REMEDY for fractional parts of a calendar month will be computed at a rate of one- thirtieth of the monthly charges for each day. Late payments are subject AmeriData's entire liability and Customer's exclusive remedy, for any to a 2% per month surcharge, or the maximum rate permitted by law, claim concerning performance or nonperformance by AmeriData pursuant whichever is less. to or in any other way related to this Agreement or any Supplement hereto, shall be limited to the recovery of actual damages as follows: B. Extra charges will apply to 1)service calls authorized by Customer AmeriData's liability for damages to Customer for any cause whatsoever, which are outside Normal Office Hours of coverage;2)service for causes and regardless of the form of action, whether in contract or in tort not attributable to Normal Wear;and 3)other services such as,but not including negligence, shall be the lesser of$15000 or the amount which limited to, software fixes, refurbishment, cosmetic enhancement, would be due for six (6) month's Maintenance provided under this installation,deinstallaation and relocation of Equipment. Such charges will Agreement. This limitation of liability will not apply to claims for be invoiced to Customer after the service is furnished in accordance with personal injury or damage to real or tangible personal property caused by AmeriData's then current pricing and applicable business practices. AmeriDatas negligence. I C. AmeriData may adjust the charges for service provided wider this 8.TERMINATION Agreement,effective anytime after the initial term,.by providing at least sixty(60)days prior written notice which may be given during the initial A. Except as otherwise specified in this Agreement, either party may term. terminate Maintenance for Equipment after the initial term or any 4.DISCLAIMER OF WARRANTY AND LIMITATION OF REMEDIES renewal given by r the A r ement anniversary iver prior written notice,which may gi prior Agreement anniversary date. AND LIABILITIES. B. During the initial term or the period covered by any renewal term, A.AMERIDATA MAKES NO WARRANTIES,EXPRESS OR IMPLIED, Customer may,after providing at least thirty (30) days written notice, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF terminate unit(s) of Equipment by paying any early termination charge MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. equal to thirty (30)percent of the remaining charges applicable for such terminated Equipment for its remaining term. B. AMERIDATA WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES CAUSED BY DELAY IN FURNISHING EQUIPMENT, C.Either party may terminate this Agreement for failure of the other to PRODUCTS, SERVICES OR ANY OTHER PERFORMANCE UNDER comply with its Terms and Conditions. THIS AGREEMENT. AMERIDATA'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDIES FOR AMERIDATA'S D.Upon termination of this Agreement,Customer agrees not to disclose LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR any maintenance aids,which may be in the form of software or written NEGLIGENCE) FOR THE SERVICES COVERED BY THIS documentation, that was provided by AmeriData in providing service AGREEMENT ARE LIMITED TO THE REMEDIES PROVIDED IN under this Agreement. THIS AGREEMENT AS IDENTIFIED BY THE WORDS "REMEDY" OR"REMEDIES". 9.GENERAL PROVISIONS C. IN NO EVENT WILL AMERIDATA BE LIABLE FOR ANY A.Customer may not assign or otherwise transfer its rights or obligations INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL under this Agreement except with the written consent of AmeriData, DAMAGES, THIRD PARTY CLAIMS, LOSS OF USE, LOSS OF which shall not be unreasonably withheld. DATA, LOSS OF INCOME OR PROFIT, LOSS OF VALUE TO EQUIPMENT OR AFFILIATED COMPONENTS. B.AmeriData will not be responsible for failure to perform its obligations under this Agreement due to causes beyond its reasonable control. 5.DESCRIPTION OF MAINTENANCE C. This Agreement may not be changed except by written amendment A.AmeriData will provide Maintenance during Normal Office Hours for signed by authorized representatives of the parties. the charges specified in the Customer Equipment List. Maintenance includes: D. This Agreement shall be governed by the laws of the State of (1)On-Site Remedial Maintenance; Minnesota (2)Labor and parts required because of'Normal Wear; (3)Installation of parts,either new or refurbished to perform as if new E.No action under this Agreement may be brought by either party more (replaced parts will become the property of AmeriData);and than two(2)years after the cause of action has accrued. (4) Use of tools, test equipment,maintenance aids and remote access by maintenance personnel. F. The Terms and Conditions of this Agreement shall prevail over any conflicting,additional or other terms appearing on any order submitted B.For certain Equipment,AmeriData may subcontract Maintenance. by Customer. 6.CUSTOMER RESPONSIBILITIES G.If any provision of this Agreement is deemed,by a court of competent jurisdiction,invalid or unenforceable,such judgement shall not invalidate A.Customer agrees,at no cost to AmeriData,to: or render unenforceable the remainder of the Agreement. (1)Not attempt repairs to the Equipment unless authorized by AmeriData; (2)Notify AmeriData immediately of Equipment failure; H.Customer represents that it has the authority to enter this Agreement. (3) Allow maintenance personnel full, free and timely access to the Equipment; I.Any notice, under this Agreement,shall be in writing and forwarded (4)Permit use of remote access when applicable; via United States Mail. (5)Provide reasonable facilities such as,but not limited to,a work area with adequate heat, light and power and access to local telephone line J.AmeriData reserves the right to cancel this Agreement if Customer is (long distance telephone charges shall be the responsibility of AmeriData); in default of any other Agreement with AmeriData. (6)Maintain site environment which is consistent with the manufacturer's specifications which includes, but is not limited to, adequate free space K. The failure to enforce any provisions of this Agreement shall not immediately to the equipment,so as not to in any way obstruct air flow, constitute a waiver of or right to pursue any prior or subsequent breach and proper anti-static procedures to minimize static buildup; violation or default of the Agreement. (7)Perform routine cleaning and replace consumable items,including but not limited to, printer ribbons,toner cartridges,paper and replaceable L. AmeriData's programs, documentation,manuals, and other printed print bands;and material are confidential in nature and shall not be used or disclosed to (8)Execute proper data back-up and recovery procedures before and after a third party by Customer for any purpose other than as necessary to service is rendered under this Agreement. AmeriData is not responsible perform this Agreement. AmeriData and Customer shall each exercise the for any cost associated with lost data or reconstructing data which may same standard of care to protect any proprietary or confidential data of be lost while performing service hereunder. the other disclosed during the performance of this Agreement,as is used to protect its own proprietary or confidential data. STD-REV.12.17-93 Corporate Headquarters 612-557-2500 Service Hcirters 612-557-2520(Dispatch) 10200 51st Avenue North 1-800-US-DATAS(Toll-free) 5401 Boone Ave. N. 1-800-US-DATAS(Toll-free) Minneapolis, MN 55442 612-557-6946 (Fax) New Hope, MN 55428 612-551-2335(Fax) AmeriData • Dear AmeriData Maintenance User: Enclosed are two copies of the renewal of your Maintenance Agreement for the annual period beginning S --l . Please review the renewal agreement and sign and return both copies to our office. Upon receipt a signed and fully executed copy of the agreement will be returned to you. If you have any questions concerning maintenance for the coming year,feel free to contact our service office, Att: Terri Birrenkott (612)557-5676. Sincerely, AMERIDATA Terri Birrenkott Service Contract Administrator An equal opportunity employer • OECALL CONCEPTS , inc. 2025 CENTRE POINTE BOULEVARD #310,MENDOTA HEIGHTS,MN 55120 SUPPORT AGREEMENT WAIVER I have been offered a support agreement for the receiving equipment I have purchased from One Call Concepts, Inc. I have reviewed this document and do not choose to enter into this contract. I am aware that by not entering into this agreement, no support for this equipment will be rendered by One Call Concepts, Inc. Company Signed Title Date MINNESOTA DIVISION 612-454-8449 LW/Sr 3 Fadem C PROTECTION SERVICES CO. MIT TO: 3 Fadem Road Springfield,N.J.07081 athodic Protection Services Co. WATER WORKS DIVISION PHONE (201)379-2500 P.O. Box 102506 A sawrtwrWcoMP Ny— FAX(201)379-5611 Atlanta GA 30 SERVICE PLAN QUOTATION 368 0506 City of Oak Park Heights April 20, 1993 Oak Park Heights, Minnesota (Hereinafter called the Purchaser) CPS WATERWORKS(hereinafter called the Company)proposes to furnish maintenance and repair service for the Cathodic Protection Systems listed below to the following terms and conditions: A. PAYMENT:The total payment peryear due hereunder(as conditioned below)is payable in U.S.funds within 30 days afterthe beginning of the period covered by this Contract which is: July 17, 1993 July 16, 1994 to and annually thereafter until by either party in accordance with the provisions of Paragraph E.on the reverse hereof.All past due accounts P Y Y Prix P are subject to a charge of 11/2%per month(18%per annum). B. SYSTEMS COVERED:This Contract applies to the following Cathodic Protection Systems ANNUAL RATE (hereafter called the Equipment): PLAN PLAN B PLAN System No. Location Capacity Type Anode Type (IN THOUSANDS) 11924 Oak Park Heights 250, Elevated Aluminum $ 563.00 Purchaser please initial one column and delete the other columns on both copies to Indicate which plan is selected TOTAL and upon selection the Inapplicable paragraphs In(C) below shall be sconsidered deleted therefrom. CONTRACT TOTAL $563.00 C. SERVICE PLAN THIS IS A COMPLETE SERVICE. Applicable taxes will be added to all annual rates. The Company agrees to: (1)Inspectthe Equipment during the period covered by this contract and during each successive period. (2)When making the inspection,evaluate system performance by means of tank to water potential measurements. (3)Replace or repair anode as required. (4)Maintain the Equipment in operating condition by furnishing all labor and materials required to replace or repair all parts thereof worn or damaged so as to impair the operation of the Equipmentwith the exception of those parts damaged through war,fire,Act of God,negligence,tampering or other fault on the part of the Purchaser or causes beyond the control of the Company other than fair wear and tear. SERVICE PLAN B THIS IS A LIMITED SERVICE. The Company agrees to: (1)Inspect and adjust Equipment once during the period covered by this Contract and once during each successive period. (2)When making the inspection,evaluate system performance by means of tank to water potential measurements. (3)Replace or repair anode stock as required with the exception of those parts damaged through fire,Act of God,negligence,tampering or other fault on the part of the Purchaser or causes beyond the control of the Company. (4)If any other replacements or repairs are required,furnish labor and material at Company's standard rates when authorized by Purchaser. SERVICE PLAN THIS IS A LIMITED SERVICE. The Company agrees to: (1)Inspect and adjust Equipment during the period covered by this Contract and during each successive period. (2)When making the inspection,evaluate system performance by means of tank to water potential measurements. (3)If any other replacements or repairs are required,furnish labor and material at the Company's standard rates when authorized by Purchaser. REMARKS: THIS CONTRACT IS SUBJECT TO THE TERMS AND CONDITIONS ON THE REVERSE HEREOF WHICH ARE HEREBY MADE A PART OF THIS CONTRACT Purchaser please sign in duplicate This contract is not binding on the Company until approved by it at its home office in Springfield,NJ n Return both copies to us,one copy will be returned to you Contract made by: Margarita Gericke CPS WATER WORKS DIVISION I x Return pink copy only to us n !' City of Oak Park Heights Purchaser BY E- k�A ►/}//�/�� g„,,,„ 4-26-93• X tb s t i;'st !��r 1 X V Authorized Signature Date Public Works Director Title CUSTOMER COPY • • Cathodic Protection Services Company WATER WORKS DIVISION 43 Fadem Road Springfield, New Jersey 07081 (201) 379-2500 FAX: (201) 379-5611 APR 2 61993 ...I April 20, 1993 CITY OF OAK PARK HEIGHTS City of Oak Park Heights 14168 57th Street North Oak Park Heights, Minnesota 55082 Attention: Mr . Roger G. Benson Reference : Cathodic Protection System No. 11924 250, 000 Gallon Elevated Tank Dear Mr. Benson: Your contract covering cathodic protection service will expire on July 16, 1993 . The price remains the same for the next contract period as reflected on the enclosed service contract proposal . Your early acceptance is suggested so that this necessary service will continue uninterrupted. Very truly yours, CATHODIC PROTECTION SERVICES CO . Water Works pdvision Margarita 6ericke Contract Coordinator MG/it Enclosure cc : file ALMIWAPW S WATER WORKS DIVISION —A WA'ArAfff COMPANY- Corporate Headquarters •612-557-2500 S 10200 51st Avenue North 1-800-US-DATAS(Toll free) Minneapolis,MN 55442 612-557-6946(Fax) D AMERIDATA STANDARD ON-SITE/DEPOT JUN 1 41993 MAINTENANCE AGREEMENT AmeriData BEGINNING DATE 5-12-93 to CITY OF OAK PARK HEIGHTS ENDING DATE 5-11-94 CUSTOMER NO. OAK080 AmeriData agrees to provide remedial service,parts and labor to Customer on Equipment as indicated on the Customer Equipment List which is attached and made part of this Agreement. By signing this Agreement,Customer certifies the accuracy of information on the Customer Equipment List. Equipment may be added or deleted to this Customer Equipment List during the term of this Agreement by mutual consent of Customer and AmeriData. The charge for equipment added or deleted will be pro-rated to the contract anniversary date. On-Site Server Agreement _ Per Call Time&Materials Scheduled Engineer Network Consulting/Engineering Hours _ Pre-Paid Time&Materials Preventive Maintenance Application/Network Phone Support Depot Repair _ Parts Sales X_ Workstation On-Site Agreement _ Express Exchange _ SiteCare TERMS AND CONDITIONS X_Refer to attached inventory/pricing Agreement Total $63.00 _Refer to attached proposal The Terms and Conditions on the reverse side are also part of this Agreement. Customer acknowledges reading this Agreement and its exhibit(s),understands them,and agrees to be bound by their Terms and Conditions. Further,Customer agrees that this Agreement,its exhibit(s),and mutually agreed upon written changes are the complete and exclusive Statement of Agreement between the parties,superseding all Proposals or prior Agreements,oral and written,and all other communications between the parties relating to this subject. ACCEPTED _ ACCEPTED BY: AMERID CU 1 MER Authorized Signature Ai) mixed j'_ ature Robert Anderson /d/g..3 Judy Ho 1st 6-9-93 Type Name Date Type Name Date City of Oak Park Heights Organization 14168 57th St. N. Street acb Oak Park Heights , MN 55082-2007 City State Zip 612-439-4439 Phone An employee-owned company An equal opportunity employer RUN DATE: 26-MAY-93 •RIDATA INC. PAGE 0001 CUSTOMER EQUIPMENT LIST CUST. NO: OAK080 OAK PARK HTS POLICE DEPT COST. PO: L041393 14168 57TH STREET N CONTACT: P 0 BOX 2007 STILLWATER MN 55082 USA ITEM NUMBER MAIN LOCATION/PHONE ZONE MAINT INVOICE ACCESSORIES SERIAL NUMBER TYPE DATE AMOUNT IBM-9515001 5144247 CITY OF OAK PARK HEI A M N 05/12/93 .00 14168 57TH ST N/STILLNATER MN 439-4439 IBM-95560BA 23F6750 CITY OF OAK PARK HEI A N M 05/12/93 63.00 14168 57TH ST N/STILLNATER MN 212MB,2.88MB, 439-44.9 5-12-93 TO 5-11-94 TOTAL: 63.00 ONE CALL CONCEPTS, INC. 2025 CENTRE POINTE BOULEVARD #310 MENDOTA HEIGHTS, MN 55120 612-454-8449 Support Agreement with City of Oak Park Heights 14168 57th Street North Oak Park Heights, MN 55082 612-439-4439 SCOPE OF AGREEMENT It is the intent of this Agreement that One Call Concepts, Inc. , hereinafter referred to as "O.C.C. , " will maintain the products covered hereunder in good operating condition and be responsive to Buyer's maintenance needs subject to the following terms and conditions. TERM OF AGREEMENT The initial term of this Agreement shall be for 12 months from the date of acceptance by O.C.C. The Agreement shall continue thereafter subject to termination by either party upon a minimum of 60 days prior written notice. O.C.C. ' S RESPONSIBILITIES O. C.C. will provide verbal consultation to the Buyer relative to any required clarification of O.C.C. 's user manuals; or to provide information on any aspect of the product' s functionality; or to discuss any requested enhancement or modification to the product between the hours of 1: 00 and 4 : 00 p.m. , based on the time prevailing in Mendota Heights, MN. Any such consultation which occurs outside of this timeframe is not covered by this Agreement and is, therefore, billable at $60. 00 per hour, with a one hour minimum charge with 15 minute billing increments thereafter. O.C.C. will provide remedial maintenance when notified by the Buyer that the product is not functioning in accordance with O . C . C . ' s established operating specifications . Such notifications can be made at any time between the hours of 8 : 00 a.m. and 5: 00 p.m. , based on the time prevailing in Mendota Heights, MN. Initial response time (the time between Buyer's notification and O.C.C. personnel 's first response to ascertain the nature of the problem) to Buyer's request for remedial maintenance shall be within four business hours from the time the request is made to O.C.C. • 4 Support Agreement Page 2 O.C.C. will make available to the Buyer any revision or enhancement which becomes a standard part of the product. O.C.C. will also make available to the Buyer any corresponding revisions to the appropriate user manuals. • REMEDIAL MAINTENANCE Upon receiving a request from the Buyer for remedial maintenance, O.C.C. shall respond in any of the following manners: 1 . Provide verbal instruction to the Buyer to resolve the problem. 2 . Communicate remotely with the software/hardware via a compatible telecommunications link. 3 . Dispatch a Software Support Technician to Buyer' s location for on-site diagnostics. After evaluating the Buyer ' s request for remedial maintenance, O.C.C. shall provide the buyer with one or more of the following responses: 1 . Perform an interim or permanent fix to the problem. 2 . Attempt to replace the defective software or part via an overnight shipping service. 3 . Advise the buyer that the malfunction is not reproducible and to recontact O.C.C. when and if the problem reappears. 4 . Advise the Buyer that the problem is the result of user error. 5. Advise the Buyer that a condition exists which is external to O.C.C. ' s products and, therefore, is not O.C.C. 's responsibility. In the event that O.C.C. responds to the Buyer' s request for remedial maintenance in accordance with items four or five above, O.C.C. ' s support for that occurrence shall be considered outside of the services provided unter this Agreement and, at O.C.C. 's discretion, any such support shall be billable at $60. 00 per hour, with a one hour minimum charge with 15 minute billing increments thereafter. Support Agreement Page 3 In the event that O.C.C. responds to the buyer' s request for remedial maintenance in accordance with items one or two above, O.C.C. shall pay for delivery shipping and Buyer shall be responsible for return shipping when necessary. BUYER' S RESPONSIBILITIES Buyer agrees to pay O.C.C. $225. 00 per year for services provided under this Agreement in accordance with the purchase agreement between O.C.C. and Buyer dated January 5, 1993 . Buyer agrees to provide and maintain telephone service and appropriate equipment for use by O.C.C. in establishing a remote communications link. Responsibility for expenses incurred by O.C.C. in performing such a remote communications link will be borne by the City of Oak Park Heights. Where O.C.C. and Buyer deem it necessary for O.C.C. personnel to be dispatched to Buyer's location, Buyer agrees to reimburse O.C.C. for the actual costs of the technician's transportation, lodging, meals, and related portal-to-portal subsistence expenses. Buyer further agrees to provide, at no charge to O.C.C. , full access to the items covered under this Agreement; adequate working space; and use of any machines, attachments, features, or equipment necessary for the specified maintenance services. Buyer agrees to assist in the installation of any items shipped to the Buyer by O.C.C. (See O.C.C. 's responses to Remedial Maintenance. ) Buyer agrees to obtain updates, revisions, and enhancements to any software, firmware, or hardware not provided by O.C.C. but utilized in conjunction with the products provided by O.C.C. when, in O.C.C. 's reasonable opinion, such upgrades are required to maintain those items covered under this Agreement. NOTIFICATION Buyer agrees to notify O.C.C. for matters that are covered herein utilizing the following contact phone number: 612-454- 8388 or via written correspondence addressed to: One Call Concepts, Inc. 2025 Centre Pointe Boulevard #310 Mendota Heights, MN 55120 Support Agreement Page 4 SELECTED COVERAGE This Agreement covers the following O.C.C. products: Microbilt printer model MB6132 GENERAL With respect to the movement of any product to a new respect Y P location, O.C.C. reserves the right to protect the product's integrity which includes, but is not limited to, proper backup of. software prior to the product's movement and reinstallation. O.C.C. shall not be obligated to provide support should such support be required because of any modifications made or attempted to O. C. C. ' s product(s) by other than O.C.C. 's designated support technicians . Furthermore, any such modification, either performed or attempted, shall immediately terminate this Agreement in its entirety and terminate the right to use the product. Enhancements or modifications requested by the Buyer are not included under this Agreement. Such modifications are available on a time and material basis. Neither this Agreement, nor any rights hereunder, may be assigned or otherwise transferred by Buyer without prior written approval from O.C.C. EXCLUSIONS O.C.C. s obligation to provide maintenance services covered in this Agreement is contingent upon the proper use of all O.C.C.. products. O.C.C. shall not be obligated to provide maintenance because of failure of the buyer to provide a suitable operating environment or use of operating supplies which do not meet O.C.C. 's specifications. LIMITATION OF LIABILITY O.C.C. will not be liable for any special,ecial indirect, or consequential damages hereunder including, but not limited to, the loss of data or information of any kind, profits, use of products, however caused. O.C.C. will not be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of O.C.C. a Support Agreement Page 5 ENTIRE AGREEMENT This Agreement represents the entire agreement between O.C.C. and Buyer, superceding all prior maintenance agreements previously entered into. If any provisions of this Agreement are declared void or voidable, such provisions shall be deemed severed from this Agreement which shall otherwise remain in full force and effect. WAIVER No waiver of a breach of any provision of this Agreement by either party shall constitute such party's waiver of any other breach. HEADINGS Paragraph headings and other headings herein are for convenience only and shall not constitute a part of this Agreement. 0 L' e Call;Con pts, In y. Buyer .,4_ ,_,c, r2„.„_,, t.___ gnature Signature General. Manager Director of Public Works Title Title December 10 , 1992 J '- '7-, Y,L Date Date * ECALL CONCEPTS, inc. 2025 CENTRE POINT BOULEVARD#310,MENDOTA HEIGHTS,MN 55120 December 4, 1992 Mr. Roger Benson City of Oak Park Heights 14168 57th Street North Oak Park Heights, MN 55082 Dear Mr. Benson: As you may or may not be aware, the Microbilt printer you have been using has been covered under a maintenance agreement with One Call Concepts, Inc. Basically put, the support you receive when you call the Gopher State One-Call office regarding problems with your equipment has been provided because of this maintenance agreement. If you wish to continue receiving this support, you must execute the enclosed Support Agreement. Please be advised that if you opt not to continue your maintenance agreement, One Call Concepts will not be able to provide you assistance in reconciling any problems you may have with this equipment. As you will note, the maintenance price quote is an annual amount. It will be billed in a lump sum if you decide to continue the coverage. Your maintenance coverage expires on January 5, 1993 . Please let me know prior to that date whether or not you intend to continue the maintenance contract by returning either the executed contract or waiver. If you have any questions or need further clarification regarding this matter, please do not hesitate to contact me. Sincerely, g5'(/ Rob Galezewski General Manager jaw Enclosure MINNESOTA DIVISION 612-454-8388 • i ONE CALL CONCEPTS, INC. 2025 CENTRE POINTE BOULEVARD #310 MENDOTA HEIGHTS, MN 55120 612-454-8449 'Support Agreement with City of Oak Park Heights 14168 57th Street North Oak Park Heights, MN 55082 612-439-4439 SCOPE OF AGREEMENT It is the intent of this Agreement that One Call Concepts, Inc. , hereinafter referred to as "O.C.C. , " will maintain the products covered hereunder in good operating condition and be responsive to Buyer's maintenance needs subject to the following terms and conditions. TERM OF AGREEMENT The initial term of this Agreement shall be for 12 months from the date of acceptance by O.C.C. The Agreement shall continue thereafter subject to termination by either party upon a minimum of 60 days prior written notice. O.C.C. 'S RESPONSIBILITIES O.C.C. will provide verbal consultation to the Buyer relative to any required clarification of O.C.C. 's user manuals; or to provide information on any aspect of the product's functionality; or to discuss any requested enhancement or modification to the product between the hours of 1:00 and 4:00 p.m. , based on the tim'a prevailing in Mendota Heights, MN. Any such consultation which occurs outside of this timeframe is not covered by this Agreement and is, therefore, billable at $60.00 per hour, with a one hour minimum charge with 15 minute billing increments thereafter. O.C.C. will provide remedial maintenance when notified by the Buyer that the product is not functioning in accordance with O . C . C . ' s established operating specifications. Such notifications can be made at any time between the hours of 8: 00 a.m. and 5:00 p.m. , based on the time prevailing in Mendota Heights, MN. Initial response time (the time between Buyer's notification and O.C.C. personnel's first response to ascertain the nature of the problem) to Buyer's request for remedial maintenance shall be within four business hours from the time the request is made to O.C.C. • Support Agreement Page 2 I L O.C.C. will make available to the Buyer any revision or enhancement which becomes a standard part of the product. O.C.C. will also make available to the Buyer any corresponding revisions to the appropriate user manuals. REMEDIAL MAINTENANCE Upon receiving a request from the Buyer for remedial maintenance, O.C.C. shall respond in any of the following manners: 1. Provide verbal instruction to the Buyer to resolve the problem. 2 . Communicate remotely with the software/hardware via a compatible telecommunications link. 3 . Dispatch a Software Support Technician to Buyer's location for on-site diagnostics. After evaluating the Buyer' s request for remedial maintenance, O.C.C. shall provide the buyer with one or more of the following responses: 1. Perform an interim or permanent fix to the problem. 2 . Attempt to replace the defective software or part via an overnight shipping service. 3 . Advise the buyer that the malfunction is not c when and if the reproducible and to recontact O.C.C. hen an problem reappears. 4. Advise the Buyer that the problem is the result of user error. 5. Advise the Buyer that a condition exists which is external to O.C.C. 's products and, therefore, is not O.C.C. 's responsibility. In the event that O.C.C. responds to the Buyer's request for remedial maintenance in accordance with items four or five above, O.C.C. 's support for that occurrence shall be considered outside of the services provided unter this Agreement and, at O.C.C. 's discretion, any such support shall be billable at $60. 00 per hour, with a one hour minimum charge with 15 minute billing increments thereafter. S Support Agreement Page 3 In the event that O.C.C. responds to the buyer's request for' remedial maintenance in accordance with items one or two above, O.C.C. shall pay for delivery shipping and Buyer shall be responsible for return shipping when necessary. BUYER' S RESPONSIBILITIES Buyer agrees to pay O.C.C. $225.00 per year for services provided under this Agreement in accordance with the purchase agreement between O.C.C. and Buyer dated January 5, 1993 . Buyer agrees to provide and maintain telephone service and appropriate equipment for use by O.C.C. in establishing a remote communications link. Responsibility for expenses incurred by O.C.C. in performing such a remote communications link will be borne by the City of Oak Park Heights. Where O.C.C. and Buyer deem it necessary for O.C.C. personnel to be dispatched to Buyer's location, Buyer agrees to reimburse O.C.C. for the actual costs of the technician's transportation, lodging, meals, and related portal-to-portal subsistence expenses. Buyer further agrees to provide, at no charge to O.C.C. , full access to the items covered under this Agreement; adequate working space; and use of any machines, attachments, features, or equipment necessary for the specified maintenance services. Buyer agrees to assist in the installation of any items shipped to the Buyer by O.C.C. (See O.C.C. 's responses to Remedial Maintenance. ) Buyer agrees to obtain updates, revisions, and enhancements to any software, firmware, or hardware not provided by O.C.C. but utilized in conjunction with the products provided by O.C.C. when, in O.C.C. 's reasonable opinion, such upgrades are required to maintain those items covered under this Agreement. NOTIFICATION Buyer agrees to notify O.C.C. for matters that are covered herein utilizing the following contact phone number: 612-454- 8388 or via written correspondence addressed to: One Call Concepts, Inc. 2025 Centre Pointe Boulevard #310 - I!i Mendota Heights, MN 55120 • Support Agreement Page 4 t SELECTED COVERAGE This Agreement covers the following O.C.C. products: Microbilt printer model MB6132 GENERAL With respect to the movement of any product to a new location, O.C.C. reserves the right to protect the product's integrity which includes, but is not limited to, proper backup of. software prior to the product's movement and reinstallation. O.C.C. shall not be obligated to provide support should such support be required because of any modifications made or attempted to 0. C. C. ' s product(s)' by other than O.C.C. 's designated support technicians . Furthermore, any such modification, either performed or attempted, shall immediately terminate this Agreement in its entirety and terminate the right to use the product. Enhancements or modifications requested by the Buyer are not included under this Agreement. Such modifications are available on a time and material basis. Neither this Agreement, nor any rights hereunder, may be assigned or otherwise transferred by Buyer without prior written approval from O.C.C. EXCLUSIONS O.C.C. ' s obligation to provide maintenance services covered in this Agreement is contingent upon the proper use of all products. O.C.C. shall not be obligated to provide maintenance because of failure of the buyer to provide a suitable operating environment or use of operating supplies which do not meet O.C.C. 's specifications. LIMITATION OF LIABILITY O.C.C. will not be liable for any special, indirect, or consequential damages hereunder including, but not limited to, the loss of data or information of any kind, profits, use of products, however caused. O.C.C. will not be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of O.C.C. Support Agreement Page 5 ENTIRE AGREEMENT This Agreement represents the entire agreement between O.C.C. and Buyer, superceding all prior maintenance agreements previously entered into. If any provisions of this Agreement are declared void or voidable, such provisions shall be deemed severed from this Agreement which shall otherwise remain in full force and effect. WAIVER No waiver of a breach of any provision of this Agreement by either party shall constitute such party's waiver of any other breach. HEADINGS Paragraph headings and other headings herein are for convenience only and shall not constitute a part of this Agreement. - One Call Concepts, Inc. Buyer 41—C-- "5-14— Signature Signature Director of Public Works Title Title '47. 0 � ' � ?2. Date Date • OE CALL CONCEPTS ,NInc.. 2025 CENTRE POINTE BOULEVARD #310,MENDOTA HEIGHTS, MN 55120 SUPPORT AGREEMENT WAIVER I have been offered a support agreement for the receiving equipment I have purchased from One Call Concepts, Inc. I have reviewed this document and do not choose to enter into this contract. I am aware that by not entering into this agreement, no support for this equipment will be rendered by One Call Concepts, Inc. Company Signed Title Date MINNESOTA DIVISION 612-454-8449 P • s ; . • JOINT FIRE PROTECTION AGREEMENT BETWEEN THE CITIES OF OAK PARK HEIGHTS AND BAYPORT This Agreement is made and entered into this day of , 1992, by and between the CITY OF BAYPORT, a Minnesota municipal corporation ("Bayport") and the CITY OF OAK PARK HEIGHTS, a Minnesota municipal corporation ("Oak Park") (both Bayport and Oak Park are also referred to herein collectively as "Cities") . WHEREAS, it is in the mutual interests of the Cities that the parties hereto enter into a Joint Contract for Fire Protection. NOW, THEREFORE, in consideration of the mutual promises herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Cities agree as follows: 1. DEFINITIONS A. City Council: The governing body of the City. B. Capital Equipment: All items whose purchase requires bidding pursuant to Minnesota statutes. C. Small Equipment: All items which may be purchased without the necessity of bidding. These items will be budgeted as general operating expenses. D. Joint Equipment: All equipment which is purchased after the effective date of the contract. E. Trustee: The City of Bayport. F. Fire Department: The Bayport Fire Department. 1 411 • G. Percentage of Use Basis: The 4-year average of the respective percentage of use by the Cities of the Bayport Fire Department. Use is the total number of alarms within each City's boundaries divided by the total of alarms in both Cities. 2. GENERAL EXPENSES A. Small Equipment Purchases: Small equipment shall be purchased as a part of the general operating budget. Each art shall own an undivided half-interest of such p Y equipment purchased after the effective date of this contract. B. Equipment Maintenance: The cost of all equipment maintenance shall be funded as part of the general operating budget. C. Building Maintenance: Each City will be responsible for the cost of maintaining its own building. D. General Operations: The Cities shall share the cost of routine operation on a percentage of use basis. All outside income categories shall be used to reduce the total general operating budget before a division of these costs. 3. CAPITAL EQUIPMENT A. The two City Councils shall meet from time to time and determine long-range capital replacement needs. B. Each City Council shall adopt a separate resolution authorizing the purchase of capital equipment. C. Capital equipment shall be purchased on an equal funding basis. D. Initial capital equipment purchases, intended to equip an Oak Park Heights substation, will be bid complete with all small equipment necessary to put said equipment into service. Such purchases shall be considered under the equal share basis. Small equipment necessary shall include hose, nozzles, air-paks, and the like. E. Minnesota law shall govern the procedures utilized to purchase capital equipment. Nothing herein shall be construed to allow for a mutual capital equipment expenditure without the execution of separate resolutions by both city councils. 2 . S 4. SPECIAL PROVISIONS A. Insurance. Bayport hereby agrees to keep in full force and effect adequate and proper liability and workers compensation insurance on all equipment and fire fighters for which it acts as Trustee. The expense of such coverage shall be divided between the parties on a percentage use basis. B. Inasmuch as the costs associated with the operation of this fire contract are being borne on a percentage of use basis between the city of Oak Park Heights and the City of Bayport, the Cities shall pay their respective share of the general operational expenses of the Fire Department, without regard to the existence of other contracts for fire protection between Bayport and any third parties. The Cities further agree that all revenues derived from such third party contracts shall be applied against the general operational expenses prior to the pro rata division of costs. 5. TRUSTEE Oak Park hereby appoints Bayport as trustee for the care, control, and maintenance of all the equipment of the Bayport Fire Department. Bayport shall maintain sufficient insurance coverage to assure prompt repair or replacement of said equipment. The Bayport Fire Department shall be governed by the ordinances of the City of Bayport and all applicable State law. 6. OWNERSHIP OF CURRENT PROPERTY Bayport shall retain 100% ownership of all properties and equipment purchased before the execution and effective date of this contract. 7. OWNERSHIP OF FUTURE BUILDINGS Oak Park shall bear all expenses and costs associated with the construction of a fire station located within its limits, and shall retain all incidents of ownership in said fire station. 8. JOINT OWNERSHIP OF FUTURE PROPERTY With the exception of the structure referred to in paragraph 7 hereof, the cities shall hold an undivided fifty percent (50%) ownership in and to all personal and real property acquired for use by the Bayport Fire Department after the execution and effective date of this contract. 3 410 9. JOINT CONTRIBUTION TO GENERAL OPERATING EXPENSES The cities shall contribute to the general operating budget on a percentage of use basis. The general operating budget will be prepared by the Chief of the Bayport Fire Department, who shall prepare a preliminary budget for review by the councils of both cities. The budget will be submitted for review by the city councils before July 1 of each year, and will be reviewed by the Fire Chief with each city council by August 1 of each year. Said budget shall be considered by each city council in august of each year, and the final fire general operating budget shall be adopted at respective meetings of the city councils in September of each year. If any disputes arise between the cities concerning the Fire Department budget, they shall be resolved through a joint meeting (or meetings) of the city councils in September of each year. In the event the cities are unable to resolve the disputes following said meeting(s) , the parties agree to arbitration pursuant to the Rules and Procedures of the American Arbitration Association. 10. MUTUAL HOLD HARMLESS The Cities shall hold each other harmless for any actions, claims, injuries or damages incurred or alleged to be incurred by the failure of either to respond to a fire call in a timely manner, regardless of the reason for such failure, including, but not limited to, adverse weather conditions, poor road conditions, or acts of God which make the rendering of fire protection or other emergency services impracticable. 11. EFFECTIVE DATE This joint contract is hereby deemed to be in effect for a period of ten years from January 1 of the first year following the execution and signatures being affixed by both cities. This contract can be renewed after said ten year period for another period not to exceed ten years or such other length of time that is permitted by law, by mutual agreement of the parties hereto. 12. TERMINATION Either party may terminate this Joint Contract upon written notice given at least eighteen (18) months prior to the effective date of the cancellation, or upon the mutual consent and resolution of both the Cities. The party that gives notice of termination shall forfeit its entire ownership interest and investment in the Bayport/Oak Park Heights Volunteer Fire Department, upon the effective date of such termination, unless such termination is mutually agreed by the parties hereto. If mutually agreed to terminate, the assets 4 ,`. 410 of the department shall be owned on a 50 50 basis between the P / Cities. The only exceptions to this provision include the property owned by Oak Park as described in paragraph seven (7) hereof, and the property owned by Bayport prior to the effective date of this contract, as described in paragraph six (6) hereof. IN WITNESS WHEREOF, the parties heret o hav e set their t hands as of the day and year first above written. CITY OF BAYPORT By: Beverly H. Schultz, Mayor ATTEST: By: Kenneth H. Hartung, City Administrator CITY OF OAR PARR HEIGHTS By: Barbara O'Neal, Mayor ATTEST: By: LaVonne Wilson, City Administrator 5 ci C @ rTL o Q V t� • '4 3a q2 Cathodic Protection Services Company WATER WORKS DIVISION 43 Fadem Road Springfield, New Jersey 07081 (201) 379-2500 FAX: (201)379-5611 April 27, 1992 City of Oak Park Heights 14168 57th Street N. Oak Park Heights, MN 55082 Attention: Mr. Roger G. Benson Reference: Cathodic Protection System No. 11924 250,000 Gallon Elevated Tank Gentlemen: The above reference cathodic protection system(s) is serviced annually under a maintenance agreement which will expire on July 16, 1992 . In order to continue this necessary service, a new service proposal has been prepared. You will note that a rate adjustment is deemed necessary as our costs to provide this valuable service have also increased. If the enclosed proposal is acceptable, please counter-sign it and return the pink copy to us for your records. Should you have any questions regarding our service or this proposal , please do not hesitate to contact us . Very truly yours, CATHODIC PROTECTION SERVICES CO. Water Works Division Marrita Gericke Contract Coordinator MG/it Enclosure cc : file S2 ACrAirdff WATER WORKS DIVISION A LtJAENMCOMPANY- Fadem C Pad ROTECTION SERVICES CO. MIT TO: Fadem Ro Springfield,N.J.07081 athodic Protection Services Co. WATER WORKS DIVISION PHONE (201)379-2500 P.O. Box 102506 -AL&'A WMCOMPANY- FAX(201)379-5611 Atlanta, GA 30368-0506 SERVICE PLAN QUOTATION City of Oak Park Heights April 20, 1993 Oak Park Heights, Minnesota (Hereinafter called the Purchaser) CPS WATER WORKS(hereinafter called the Company)proposes to furnish maintenance and repair service for the Cathodic Protection Systems listed below to the following terms and conditions: A. PAYMENT:The total payment peryear due hereunder(as conditioned below)is payable in U.S.funds within 30 days after the beginning of the period covered by this Contract which is: July 17, 1993 to July 16, 1994 and annually thereafter until terminated by either party in accordance with the provisions of Paragraph E.on the reverse hereof.All past due accounts are subject to a charge of 1'/s%per month(18%per annum). ANNUAL RATE B. SYSTEMS COVERED:This Contract applies to the following Cathodic Protection Systems (hereafter called the Equipment): PLAN PLAN B PLAN Y System No. Location Capacity Type Anode T Y P TYP Type (IN THOUSANDS) 11924 Oak Park Heights 250, Elevated Aluminum $ 563.00 Purchaser please initial one column and delete the other columns on both copies to Indicate which plan is selected TOTAL and upon selection the Inapplicable paragraphs In(C) CONTRACT TOTAL below shall be sconsidered deleted therefrom. $563.00 C. SERVICE PLAN THIS IS A COMPLETE SERVICE. Applicable taxes will be added to all annual rates. The Company agrees to: (1)Inspect the Equipment during the period covered by this contract and during each successive period. (2)When making the inspection,evaluate system performance by means of tank to water potential measurements. (3)Replace or repair anode as required. (4)Maintain the Equipment in operating condition by furnishing all labor and materials required to replace or repair all parts thereof worn or damaged so as to impair the operation of the Equipment with the exception of those parts damaged through war,fire,Act of God,negligence,tampering or other fault on the part of the Purchaser or causes beyond the control of the Company other than fair wear and tear. SERVICE PLAN B THIS IS A LIMITED SERVICE. The Company agrees to: (1)Inspect and adjust Equipment once during the period covered by this Contract and once during each successive period. (2)When making the inspection,evaluate system performance by means of tank to water potential measurements. (3)Replace or repair anode stock as required with the exception of those parts damaged through fire,Act of God,negligence,tampering or other fault on the part of the Purchaser or causes beyond the control of the Company. (4)If any other replacements or repairs are required,furnish labor and material at Company's standard rates when authorized by Purchaser. SERVICE PLAN THIS IS A LIMITED SERVICE. The Company agrees to: (1)Inspect and adjust Equipment during the period covered by this Contract and during each successive period. (2)When making the inspection,evaluate system performance by means of tank to water potential measurements. (3)If any other replacements or repairs are required,furnish labor and material at the Company's standard rates when authorized by Purchaser. REMARKS: THIS CONTRACT IS SUBJECT TO THE TERMS AND CONDITIONS ON THE REVERSE HEREOF WHICH ARE HEREBY MADE A PART OF THIS CONTRACT Purchaser please sign in duplicate This contract is not binding on the Company until approved by (� it at its home office in Springfield,NJ I I Return both copies to us,one copy will be returned to you Contract made by: Margarita Gericke CPS WATER WORKS DIVISION © Return pink copy only to us I City of Oak Park Heights Purchaser By 1 n � d 4-26-93 xikifraginagittligacx By Authorized Signature Date Public Works Director Title L CUSTOMER COPY 410 • Cathodic Protection Services Company WATER WORKS DIVISION 43 Fadem Road Springfield, New Jersey 07081 (201) 379-2500 FAX: (201) 379-5611 Pte7 1 APR 2 61993 April 20, 1993 MY OF OAK PARK Haws City of Oak Park Heights 14168 57th Street North Oak Park Heights, Minnesota 55082 Attention: Mr . Roger G . Benson Reference : Cathodic Protection System No. 11924 250, 000 Gallon Elevated Tank Dear Mr. Benson: Your contract covering cathodic protection service will expire on July 16, 1993 . The price remains the same for the next contract period as reflected on the enclosed service contract proposal . Your early acceptance is suggested so that this necessary service will continue uninterrupted. Very truly yours, CATHODIC PROTECTION SERVICES CO. Water Works Division ,A`a Margarita 6ericke Contract Coordinator MG/it Enclosure cc : file S £PN WATER WORKS DIVISION A LIArAFAM COMPANY• •■ Corporate Headquarters 612-557-2500 • 10200 51st Avenue North 1-800-US-DATAS(Toll free) Minneapolis,MN 55442 612-557-6946(Fax) D AMERIDATA STANDARD ON-SITE/DEPOT JUN 1 4 1993 MAINTENANCE AGREEMENT AmeriData BEGINNING DATE 5-12-93 to CITY OF OAK PARK HEIGHTS ENDING DATE 5-11-94 CUSTOMER NO. OAK080 AmeriData agrees to provide remedial service,parts and labor to Customer on Equipment as indicated on the Customer Equipment List which is attached and made part of this Agreement. By signing this Agreement,Customer certifies the accuracy of information on the Customer Equipment List. Equipment may be added or deleted to this Customer Equipment List during the term of this Agreement by mutual consent of Customer and AmeriData. The charge for equipment added or deleted will be pro-rated to the contract anniversary date. On-Site Server Agreement _ Per Call Time&Materials _ Scheduled Engineer Network Consulting/Engineering Hours _ Pre-Paid Time&Materials Preventive Maintenance Application/Network Phone Support _ Depot Repair Parts Sales X_ Workstation On-Site Agreement _ Express Exchange _ SiteCare TERMS AND CONDITIONS _X_Refer to attached inventory/pricing Agreement Total_ $63.00 Refer to attached proposal — The Terms and Conditions on the reverse side are also part of this Agreement. Customer acknowledges reading this Agreement and its exhibit(s),understands them,and agrees to be bound by their Terms and Conditions. Further,Customer agrees that this Agreement,its exhibit(s),and mutually agreed upon written changes are the complete and exclusive Statement of Agreement between the parties,superseding all Proposals or prior Agreements,oral and written,and all other communications between the parties relating to this subject. ACCEPTED : ACCEPTED BY: AMERID ,J CU •MER _ 4 Authorized Signature A/'orized j'! ature Robert Anderson // / 3 Judy Hoist 6-9-93 Type Name Date Type Name Date City of Oak Park Heights Organization 14168 57th St . N. Street acb Oak Park Heights . MN 55082-2007 City State Zip 612-439-4439 Phone An employee-owned company An equal opportunity employer RGN DATE: 26-MAY-93 •R1DTA INC. Aiii6 PAGE 0001 C U S T O M E R R E Q U I P M E N T LIST CUST. NO: OAKOB0 OAK PARK HTS POLICE DEPT CUST. PO: L041393 14168 57TH STREET N CONTACT: P 0 BO 2007 STILLWATER MN 55082 USA ITEM NUMBER MAIN LOCATION/PHONE ZONE MAINT INVOICE ACCESSORIES SERIAL NUMBER TYPE DATE AMOUNT IBM-9515001 5144247 CITY OF OAK PARK HEI A M M 05/12/93 .00 14168 57TH ST 4/STILLWATER MN 439-44,9 IBM-95560BA 23F6750 CITY OF OAK PARK HEI A M M 05/12193 63.00 14168 57TH ST N/STILLWATER MN 212MB,2.88MB, 439-4439 5-12-93 TO 5-11-94 TOTAL: 63.00 ,z,- 1 1 ,--- I E••- I x . .- Z. . 0- - 6t ail Z*1 i . 1 4 5 2 i g i I hitt' - II 11 c II ,,,, ... 1 p a `'- ."3----7.-' I 7-,E. 4). =''', .:3----17. '',•+,11 1 I 9 ..„*- ,•■• .. ,,,' g 8 1 12 a, , 1 -..., 1 , .r. 1 t . ----- 1 1 6 t i f 111 t-r----- - 4-, ti. LE 2 I N 1 8 1 . . c.... 26 .11: il '"::: 5 s 1 1 1 2 , 1 i ..4...: - 1 r...6. %,.. s ME i 1 ,b-.4 1 1 1 M EI "1 ri 3 W 1 §x§g • .7„...4„. I ,.... .,..1 ..r. m 2 a E 5 2` i 1,•., .;:,, t•.- '", a a 6 , ,.. g I 0 , ..', , , t- s - g '-.4- -:- --- ,,,... -- 6 m IL -- .,.„- I'M 1 g I _ •-",. i 1." 1, . s•,-. g c., ts: All: i i 11 r g M " g 4 0, p, , '• bi ;18 -1, ...a. ko ILI"' : ...:I. ..2 w -;... .••=-- ',,_ :;• '1,-,_ i to .,,,,,,.. ... - .^ i'.. ..., f -.. . I _ ,,,„,,,.. ..,,- L.. st: 1,.L. ba= a- A, LE •.,.., 4. ,,,. ..., 5 .,.„, _ v-- 10■11 ,,...,. , ..-1, ...... 1,-. - :,..., 18 - t 2 6 g t 2 2... A ...".1,..-a-',7" fti,.- '1, - 1 f ---- 4, .i..-1- ..,..,„- ,A- e e__,. -, v . 8 g ......7. c-, ai _ q- A r , L ., _ g I I I • 1 . - Cathodic Protection Services Co. ---" INSPECTION REPORT • WATER WORKS DIVISION rAi .rte 43 Fadem Road Springfield,New Jersey.07081 TER WORKS DIVISION ■A s410,41 11 compAwe.._. i 00 32. (201)379-2500/FAX(201)379-5611 SERVICE PERIOD SERVICE PLAN SYSTEM NUMBER COUNTY i 64. PARV _HEIGHTS, CITY OF 05/O2/92 D 11924 BENTON 3613-' ' 'H STREET NORTH PURCHASERS NUMBER . r ' CREW ' REGI lam >� RENEEWIISJ G -'w `::. '1U..WA'!"ER .,MN . ,., 7I7 VIA. NO.OF I 0 ENS PERSON CONTACTED PRODUCT 'p,y�M y : UNIT 40• : , ,NO: I L, DAAgTr. ,- : N 'HONE# TANK CAPACITY TANK DIAMETER TANK HEIGHT RISER DIAMETER RISER HEIGHT RECOMMENDED SETTINGS_ It 612) 439-4439 250 43, 90 31. 30 . 00 100. 00 AMPS TANK To 04 SINGS VOLTS ''' AMPS :''''' RICTIFIER MOOE`•OF` STATUS POTENTIAL POTENTIAL .' ` • • SETTING OPERATION SET MAIN AUX.1'-.AUX. • . AMPS-RISER yTOL '_ aE.. ! ,�. ,>� z. ICE el- ,/ ;��v f i ,irri,. - ..40,;,!,4t,,--.777� PTE ?► `F, i. .;n, ?_. ICE ,..,� t• a 4 (" x JCING?A wie . '• ��TY PANEL DISPLAY MANUAL,CURRENT CURRENT POLARITY OK? ;-;•,4�• r SET POINT LIMIT YES.-' '. C A-1 y,. • V A 2 HEADED ❑- 1 pROL REIAY SETTING POT-METER CONDITION'OF. ANODES YES IF NO LOCATION OF STORED ANODES - POWER INTERIOR WIRING REPLACED NO [] ` ``' ' ,1' v- 4 r '• x BLACK ON 'OFF `MIODE BOWL% STUB% RISER% ALUMJN EMOVED�C T t F • N I DETERIORATION 410 :. -- YES. ",10 tz4 i B .., i DO ANODES REQUIRE IMMEDIATE REPLACEMENT YES' 0 NO0i ,l'•3REEN��_ COMMENTS: �.,'K 414 A, �t'•I,/ A:C: BOWL RISER REFERENCE OK. ELECTRODES:- REPLA. D fl REPLACEMENT REO1IIRID l+T S V t S 0' f` r i VE EXPENDED AND INSTALL NEW ANODES RECTIONAND.PROFILE INSTALLATION DATE 07/3/5 DISTANCE WATER BELOW OVERFLOW J s.•gE '. SIAM. ..;UNif''>''', TOTAL:..°' MATERIAL s,., : I '� g:- • AiESTANGE 1,P. TO1ALPOUfJtfi•,O.Vaii9;�^t' a.k.`'± .4. FROM BOTTOM y�. c, i FTIIN. , Y;v • 7 ROD COUPLER _ it'll wrJl J,4- ti 3L I ,", A lE, Al.. 2 3M — F i -492 3/ 24 144 • -.. • , -- 4 6 - 5�.,6 a s . 1 OAK PAR$ HEI IHT£, C ITY ,OF a• 3,3 141 o -57TH TREE:T NORTH • MN I t'.. 1 :Z /�,„, f"/„..,.,> ,-"' /. 4 G ,... - • • - .,• .. - .. 1 7.4 3 REPOR L NOT BE DUPLI,ATED UNLESS,DEEMED NECESSARY BY OUR ENGINEERING DEPARTMENT. THE B F MY KNOW !9E MS MA KED ABOVE HAVE BEEN CHECKED BY CATHODIC PROTECTION SERVICES CO. ...•y'{-r ; ' TITLE ,. --r :�r DATE: BY:(OWNER) (r- REt me -�•vA7I vo -. ,�_7? ervE�, sub n/to�gNDU WLL(F LADE. �. ib aopefry d,_. [o file classifications a M h as artnatr s� l� of de `«line v,r fsebW.;n a p tariffs la °�'01 da111 that a Bill � - ,YIr Carr' °Wren elf qte, of w alttr^s eiy saki oro y d�on�de i nai o�houi°ren°,ae s netted Icements a a4 ro��s ''eUlf t�0�'AAtned�1� AAd h ppt � all try 111 in Condit Oule other CDntra and ty' •fsplioble O/ Unif and�rO ver to as 'n9 an m of K 0( and If IAtlildrd CrrylAal B/ff Of to nsent•a a° er �°p M a wrrh Si ne et Bs a°r^°oa°o rn9 sego�h� Ktttloin route a�'o n°esta eror ° °I the property marked. described in°the Original o f Lading, q t t AI aher n uoute v of s u end d em nd CARRIER From Y•Arent to by the s and°d'oons'o mfr' f Freghs Criss rmat ns in eve y he as er 10j,7fCarr agrees d O indicated belo ship IER and atb°r!H f YM bill of erle to yr o/ Y to its Liam.'�'eh CATHODIC e,n'rnwll Iwinr.grits cla non the t,Wh,Ch governssthea red aeroation r,i 6 a •ntl hq au °rth in tits ,ailiot he bse`meo herlunr an MI/�� Pleo •� r} �+ ^ ion or �-1-• '� ' Af VPR PRoTECTI rronstgrrorbnor m. SPRINGFIELD, NEW JERSEY 077O83ER V ICES CO. ,,hip. NAME R YEt 1. LQI pRETOf�HT CK3NED TO CARRIER f - 1416 8 5 7th STREET NORTH ' t t_ y �. SEP 2 y /99/nATIpN STATE • C UNTY ob treaty Attn: '• Roger Benson,I rffPp.r. as C�s4 w -,254..,,,' i _ tel�C, °a�iP�ent . di r of,,b Itaill .. # 'i•iii bq/ of Co,i to �. .Ty....n.i.Ante j �;tii;;' ;.ri i .1' all .iall iwis74 HOURS .ADVANCE - RDR DELI NOTICE �r VERY, YUI' :4i h' �" (612? 439+'44 (Monsters of .-. . �* DIcpRQTI ECTI -SYSTEM needle :•.aillifteisisiiimmili S00„000 FOR YOUR' NMI �t'"pig'^ proP•Yinanj of t b �j�,r GATa,�,Q�? �j]rjj�dP�• �p OAK �{ry y Pr°PNty °a,<,ub °n��r. #• .. �,,4 !!+ t j�""a �,r1R •Pa'K:f4 I {jf O e ,HOLD FOR Per nlor ` 1 CREW.. cps rr�tw�. 111111111111111 1 4Rc:iy. LMTIO only ma amnatura. r �. tans sadven norvlAdd•A I Champ adW ai■ / need' j if l-04111111111111111 m, :•n Propo�co�dl ye y that the abo . lion for transportation,^•mod mater Pals are � according to hr°PPllpble rfipul•tlonsfot d,packaged, ct on Deltve packs 1111111111111111111111 rY and remit to M�epartrrq�t otetl and labeled. f Transportation.and are i • f r° ra�p dependent A,o "Shipper's r dOgyiO syAOantyyypbl'a carrirr by water. Imprint In lieu df SUMP: the ybmbrauAa �N a, n a bang shah a °"' °r bw a lading C. O. D. Charge Shipper Q 'r a M0 tIN fWnM Artetly B b, �Prowd by the 1MUaASb Commer to be paid b PROTECTION_ �{/ ,,,, �t 0 'b nfae of tlN prp..ygdPptr•A"It' G �fnm4rlon.- y ' �RJ!L�'st'frM••11• _"'vG� The Fibre Consi�hee 0 ! �• rry �1 to the specifications usrd for this Per •`"--_.. Mt}a,e� RoCf�"pyt NnY,AwayapaBl r •�!' ; i!:1 Consolidated Certificate thereon, and t forth Its x conform the spar • 't ;' eight f other ra " os ,. assihcati.. 9ulrymsny or ire .;•. d CATHODIC PROTECTION SERVICES CQ.` CMTHODIC PROTECTION SYS' 43 FADEM ROAD SERVICE ORDER F SPRINGFIELD, I�r�. 0708 �. u 4 3 71 FAfiK h SERVICEPERIOD SERVICE PLAN SYSTEM NUMBER COON ST tSL, 1kS1Ai cc PURCHASERS NUMBER CREW SALESOB I. �. DATE SHIPPED VIA NO.OF BUNDLESIWEIGHT. • INSTALLATION DATE - PERSON TQ CONTACT ,O '"'�N a 1(w,.j(,( a ,PERSON CONTACTED • TANK TYPE TANK CAPACITY TANK DIAMETER TANK HEIGHT RISER DIAM. RISER HEIGHT UNITCAPACITY THOUSAND GALLONS FT. I . . IN. FT. IN. FT. ; I IN. I k r IN FT. AMPS(A-1)TANK •�2 1`0 i50 j j i itt.0 AMPS(A-2) RISER TO I I ELECTRODE DATA: PREVIOIUSLY RECOMMENDED ARC OR POLATROL METER SETTING VOLTS NUMBER DIAM. UNIT TOTAL ,MATERIAL DISTANCE TOTAL POUNDS FROM;BOTTOM BASE FT. f IN. � f Ir : BOWL RODS to� I 4 . t RISER ROD PROFILE OTHER TOTAL i HIP � s 'REMOVE EXPENDED ANODES AND INSTALL REPLACEMENTS E INSPECTION AND PERFORM POTENTIAL PROFILE L F lLt 5, 14('"0 1)( s C APC-CALIBRATE UNIT 1 MANUAL C POLATROL MICRO POLATROL REPLACE CELL,IF REQUIRED, INSTALLED YES n NO F READINGS VOLTS AMPS A1 AMPS A 2 * WATER RECTIFIER POT. SELECTOR POLATROL p SETTING READING SWITCH BEFORE c3 R BLAC. 1 SERVICE 2 GREEN____ NO AFTER :; f}' Df }'p'^+r ! t B� N'�. SERVICE r I _ GREEN__b METER p E INTEF IRING OPERATOR CHEC• YES IF NO WHERE STORED: LONG BO % FLOOR - ANODES / ANODE 'REPLACED NO DETERIORATION * WATER LEVEL FEET BELOW OVERFLOW RISER Bo7 I:EXPEND D MINUM ANODES,REMOVED INTACT? GIVE THE LIMIT OF VISIBILITY__ / NO EXPLAIN DO ANODES REQUIRE IMMEDIATE REPLACEMENT? YES NO FV OM COMMENTS: DISTANCE ELECTRODES EXTEND ABOVE OVERFLOW WHEN PROPER DISTANC TfERNAN (CONTINUE ON REVERSE SIDE) - t'4�WAt—LACE&• TITLE O T E ES, OF tyIY EDGE ALL THE ITEMS MARKED ABOVE HAVE BEEN k C PROTECTION SERVICES CO. IT TO: 43 3 Fadem Fadem Road Springfield,N.J.07081 THODIC PROTECTION SERVICES CO. WATER WORKS DIVISION PHONE (201)379-2500 P.O.BOX297312 --A s&W *t COM+A+NV- FAX(201)379-5611 HOUSTON,TEXAS 77297 SERVICE PLAN QUOTATION City of Oak Park Heights April 27, 1992 Oak Park Heights, MN (Hereinafter called the Purchaser) CPS WATERWORKS(hereinafter called the Company)proposes to furnish maintenance and repair service for the Cathodic Protection Systems listed below to the following terms and conditions: A. PAYMENT:The total payment peryear due hereunder(as conditioned below)is payable in U.S.funds within 30 days after the beginning of the period covered by this Contract which is: July 17, 1992 to July 16, 1993 and annually thereafter until terminated by either party in accordance with the provisions of Paragraph E.on the reverse hereof.All past due accounts are subject to a charge of 1'/s%per month(18%per annum). B. SYSTEMS COVERED:This Contract applies to the following Cathodic Protection Systems ANNUAL RATE (hereafter called the Equipment): PLAN PLAN B PLAN System No. Location Capacity Type Anode Type (IN THOUSANDS) Ili 11924 Oak Park Heights 250, Elevated ALUM $ 563.00 Purchaser please Initial one column and delete the other columns on both copies to indicate which plan is selected TOTAL $ 563.00 and upon selection the Inapplicable paragraphs in(C) CONTRACT TOTAL below shall be sconsidered deleted therefrom. C. SERVICE PLAN THIS IS A COMPLETE SERVICE. Applicable taxes will be added to all annual rates. The Company agrees to: P Y 9 (1)Inspect the Equipment during the period covered by this contract and during each successive period. (2)When making the inspection,evaluate system performance by means of tank to water potential measurements. (3)Replace or repair anode as required. (4)Maintain the Equipment in operating condition by furnishing all labor and materials required to replace or repair all parts thereof worn or damaged so as to impair the operation of the Equipment with the exception of those parts damaged through war,fire,Act of God,negligence,tampering or other fault on the part of the Purchaser or causes beyond the control of the Company other than fair wear and tear. SERVICE PLAN B THIS IS A LIMITED SERVICE. The Company agrees to: (1)Inspect and adjust Equipment once during the period covered by this Contract and once during each successive period. (2)When making the inspection,evaluate system performance by means of tank to water potential measurements. (3)Replace or repair anode stock as required with the exception of those parts damaged through fire,Act of God,negligence,tampering or other fault on the part of the Purchaser or causes beyond the control of the Company. (4)If any other replacements or repairs are required,furnish labor and material at Company's standard rates when authorized by Purchaser. SERVICE PLAN THIS IS A LIMITED SERVICE. The Company agrees to: (1)Inspect and adjust Equipment during the period covered by this Contract and during each successive period. (2)When making the inspection,evaluate system performance by means of tank to water potential measurements. (3)If any other replacements or repairs are required,furnish labor and material at the Company's standard rates when authorized by Purchaser. REMARKS: THIS CONTRACT IS SUBJECT TO THE TERMS AND CONDITIONS ON THE REVERSE HEREOF WHICH ARE HEREBY MADE A PART OF THIS CONTRACT Purchaser please sign in duplicate This contract is not binding on the Company until approved by it at its home office in Springfield,NJ El Return both copies to us,one copy will be returned to you Contract made by: CPS WATER WORKS DIVISION XI Return pink copy only to us Margarita Gericke .. Purchaser By �i fn e y 30 . Authorized Official Authorized Signature Date ,Sales Administration Pvii. 11115. Dip. Title CUSTOMER COPY