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HomeMy WebLinkAboutResolution - 2008-R0227 - Purchase Contract - Syn-Tech Systems, Inc. - 06_26_2008Resolution No. 2008-RO227 June 26, 2008 Item No. 6.9 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Contract between the City of Lubbock and Syn-Tech Systems, Inc., for the purchase of the Fuel Master 3500 Fuel Management System and the accompanying training and software. Said Contract is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 26th day of June , 2008. TOM MARTIN, MAYOR 0 APPROVED AS TO CONTENT: Ma—rkfearw—ood, Assist t City Manager APPRO E AS FORM: Chad Weaver, Assistant City Attorney vw/ccdocs/RES-Fuel Management System 06/17/08 Resolution No. 2008-RO227 STATEMENT OF WORK FUEL MASTER INSTALLATION PROJECT 1.0 TERM Pursuant to the terms of the Master Services Agreement effective June 26, 2008, by and between the City of Lubbock ("City") and Syn-Tech Systems, Inc. ("Syn-Tech"), Syn- Tech agrees to provide the consulting services (the "Services") of its employee(s), contractor(s) and/or subcontractor(s) (each a "Consultant") as set forth below: The purpose of this Statement of Work is to cover the Fuel Master installation and user training for the City. Syn-Tech and City hereby agree that Syn-Tech will perform the services described in this Statement of Work, subject to the terms and conditions of the Agreement. 2.0 SCOPE OF WORK Syn-Tech shall provide and install: 1. WIN FMSFT Software 2. Custom Fueling Reports 3. Database Import 4. One additional Seat License Syn-Tech shall provide the database import files for the purpose of extracting data from M-4, cleansing the data and subsequently importing the data to the FMSFT software. The City expressly reserves the right to test the automatic exporting of data from its vendors files into the Fuel Master system. The City expressly reserves the right to test the automatic exporting of data from the Fuel Master files into M-4. All failures or discrepancies arising in the data transfer must be resolved by all parties within 48 hours of notification of any failure or discrepancy. Syn-Tech shall provide FMSFT on -site training within five (5) business days following the successful installation and implementation of software and program interfaces. The training shall be for at least two (2) City employees. The City shall purchase a 3500 AIM 2 Kits from Syn-Tech at a price of $156.00 per unit. The price of $156.00 includes all fees or charges for shipping and handling and no further charge shall be annual. Statement of Work Pg I of 6 1. AIM2 UNITS Acquisition / Installation A3500 AIM KITS 750+ UNITS 1 $156,320.00 The City estimates it will use one thousand (1000) A3500 AIM2 kit units. The cost to the City will be that which is stated on the Syn-Tech revised pricing sheet of $156.00 per unit as attached hereto as Exhibit "A" and incorporated herein by reference. The City shall purchase one hundred (100) AIM2 unit kits per month at the discounted price. The City reserves the right to increase or decrease the monthly quantity as needed. Syn-Tech will include the $1.50 Shipping/Handling charge per unit for each order. The City shall be invoiced separately for each order of AIM2 kits. The City agrees to purchase a minimum of 750 kits to secure the price break. In the event, the City's total purchases fall below the minimum purchase of 750 kits at the completion of the project, the City will reimburse Syn-Tech for the price difference of the 750 unit price break minus the price break reflecting the total number of AIM2 kits purchased. No AIM2 kits shall be installed until the City receives the "System Installation" portion of the AIM2 On -site Training. The "Program & System Maintenance" training portions will follow after the installation of the FMU's. Testing / Training Up to this point, Syn-Tech's responsibilities include successful "System Installation" training on all makes, models and years of vehicles and equipment designated for AIM2 unit kits. Testing for this phase shall be conducted following the successful completion of the site preparations and equipment installs for all the City fueling sites. Sign -Off / Payment The City shall submit payment for each group of AIM2 unit kits ordered and received. Payments shall reflect the total units received at the price break amount and shall including shipping/handling charges. The City shall be invoiced separately on a monthly basis for each order of AIM2 kits ordered. Syn-Tech will replace all inoperative or malfunctioning AIM2 kits received by the City at no cost. The warranty period for the AIM2 kits shall begin after the units are installed in the vehicle or equipment and after being successfully programmed and tested. The City will document the install and test dates for warranty purposes. Statement of Work Pg 2 of 6 2. SITE PREPARATION / FUEL MASTER EQUIPMENT INSTALL Acquisition / Installation Location Site Prep Charges FuelMaster Equipment Costs Total Municipal Hill $13,479.05 $12,589.20 $ 26,068.25 Southside $18,727.31 $21,415.00 $ 40,142.31 Landfill $ 6,102.56 $22,033.80 $ 28,136.36 Airport $16,870.04 $18,053.50 $ 34,923.54 Land Application $ 7,761.06 $ 9,271.90 $ 17,032.96 TOTAL $146,303.42 The City shall notify Syn-Tech to begin the site preparation and equipment installation phase. Syn-Tech must notify its Contractor within 24 hours to begin work. Syn-tech is responsible for ensuring that site preparation and equipment installs begin within five (5) calendar days from notification and that all sites are completed within thirty (30) calendar days from the start date. The City shall determine the order of completion for each fuel site. The City also reserves the right to have multiple fuel sites completed simultaneously. Testing / Training Successful testing of each completed fuel site will be followed by the "Programming and System Maintenance" training portion of the Onsite AIM2 training. Syn-Tech must approve each City fuel site as it is completed and subsequently passes testing. Syn-Tech shall submit written documentation to the City stating that the site meets the installation and operating requirements set forth by Syn-Tech as completed by Bolar Equipment Services. Syn-Tech shall provide FuelMaster Online Training after all the installs are successfully completed and tested. Sign -Off / Payment Syn-Tech shall process all warranty documentation for each fuel site and Mobile fueling truck. All warranty documentation shall be filled out completely along with any required attachments and submitted on behalf of the City. Syn-Tech must submit copies of all warranty documents to the City of Lubbock no later than 30 calendar days after filing original documcnts. Syn-Tech shall submit all required warranty documentation in the time frame stated. Immediately after the City receives all requested documentation including completed and filed warranties, the City will submit payment. Statement of Work Pg 3 of 6 3. MOBILE FMU EQUIPMENT / INSTALLATION Acquisition / Installation Location Site Prep Charges FuelMaster Equipment Costs Total Mobile FMU 3590 $2,500.00 $7,736.40 $10,236.40 ENC-2500 ProKee Encoder N/A $495.00 $495.00 ProKees N/A $4.44 each Will determine The City shall purchase the Mobile FMU 3590 after all fuel sites are up and running successfully. At that time, the City will notify Syn-Tech to place the order and set-up dates and times for Onsite installation and training for the city's Mobile Truck. The City will purchase a ProKee encoder and various amounts of the color keys to support the allocation of fuel to non -motor vehicles and shall be purchased throughout the installation process as needed. Testing / Training Syn-Tech must approve the mobile fuel truck as it is completed and subsequently passes testing. Syn-Tech shall submit written documentation to the City stating that the installation and operating requirements set forth by Syn-Tech have been successfully met. Sign -Off / Payment Syn-Tech shall process all warranty documentation for the Mobile fueling truck. All warranty documentation shall be filled out completely along with any required attachments and submitted on behalf of the City. Syn-Tech must submit copies of all warranty documents to the City no later than 30 calendar days after filing original documents. Syn-Tech shall submit all required warranty documentation in the time frame stated. Immediately after the City receives all requested documentation including completed and filed warranties, the City will submit payment. 4. EXTENDED WARRANTY FMU / FMU PLUS-PROKEE / SMARTCARD / CREDIT CARD / RF Syn-Tech will provide the basic warranty as set forth in Exhibit `B" attached hereto and incorporated herein by reference. The extended warranty will go into effect one (1) year from the date each of the City fuel sites are successfully up and running. The terms of said extended warranty as set forth in Exhibit "B". Statement of Work Pg 4 of 6 The City will submit payment for an additional one (1) year warranty for each of the (5) five fuel sites and may do so each year after the successful completion of the installation project for a period of four years. Extended Warranty Fuel Sites Cost per Site Total Total Years Annual Costs FMU / FMU PLUS-PROKEE 5 $1,095.00 1 $5,475.00 3.0 CONSIDERATION The City shall pay Syn-Tech pursuant to the price list attached hereto as Exhibit "A" and incorporated herein by reference. Said payment shall be made within thirty (30) days of the successful installation of the program software and interfaces and the completion of oral training. Syn-tech shall provide onsite and web hosted user training to at least two (2) City employees. The software, referenced above, shall be provided by Syn-tech on at least two (2) PC desk tops designated by the City. The City shall pay for one additional seat license. Syn-Tech shall provide the City with the software to load on any number of municipal services for PC's for read-only purposes at not additional costs or charge. 4.0 CHANGE CONTROL PROCESS Any changes to the scope of this Statement of Work shall require a formal Change Order to be executed by authorized parties of both City and Syn-Tech. Any changes in an executed Change Order shall supersede conflicting provisions in the Statement of Work. 5.0 APPROVAL The parties deem this SOW to be executed by their duly authorized representatives on the Agreement date. SYN-TECH SYSTEMS. INCORPORATED (Signature) CA-r iz«ie, J . PEaGa---K. (Name) (Title) Statement of Work. Pg 5 of 6 CITY OF LUBBOCK, TEXAS Tom Martin, Mayor 041=111 wN, becca Garza, City APPROVED AS TO CONTENT: �" , t �'l MarYearwddd, Assi ant City Manager APPROVED AS TO FORM: Chad Weaver Assistant City Attorney vw/CityAtt/Chad/Contracts/Statement of Work Statement of Work Pg 6 of 6 Resolution No. 2008 RO227 Prepared for mario Del Monte City of Lubbock equipment quote 1 of 2 W2012008 �r Fh$Ni�SBfK;},,�+.s5 ..:... ....... .:. .... _;. COMMERCIAL - E Effective 1/1/08 BuyBoard ITEM City of Lubbock, TX Revised # Units Price Extended Total Extended Total Fueling Systems Proposal # 265-07 1`yo 3 PLUS PROKEE® or SMARTCARD I RF Tag Master With Pedestal, Modem, Surge Protection, 2 hose control, and RF T ** 5 $ 7,496.00 $ 37,480.00 $ 33,732.00 s PLUS PROKEE® or SMARTCARD /RF Tag Master/Passive mobile for Fuel Truck (With Pedestal, Modem, Surge Protection, 2 hose control, and RF T "*) 1 $ 8,596.00 $ 8,596.00 $ 7,736.40 Sill'C�1 T �. Ot tl l4li tStiamki#Sf l .t a PLUS PROKEE® or SMARTCARD / RF Tag Satellite With Pedestal, Modem, Sure Protection, 2 hose control, and RF Tag**) 2 $ 7,149.00 $ 14,298.00 $ 12,868.20 37 JPRP 2500 Pedestal Receipt Printer ' $ 2,148.00 $ - $ - 3a IORP-26001n-office Receipt Printer $ 995.00 $ - $ - 39 TP-2500 Serial Transaction Printer w/ Surge Prot.-= w/o S/H Modem $ 595.00 $ - $ - 4o MP-2500 Mobile Printer Qransaction Printer for Mobile Unit FMU-2525 $ 1,795.00 $ - $ - ..... ............................................................................... 41 MASSK 2500 (In Master - Controls up to eight 8 Satellites or FMU 2530 using RS422) 2 $ 98.00 $ 196.00 $ 176.40 44 jHKC 3000 Hose Controller With RF/TAG Hose ID) One 1 required per hose #348 per FMU or satellite using RF(rAG 8 $ 263.00 $ 2,104.00 $ 1,893.60 4s HTAG RFITAG Hose ID Used when upgrading from FMU-2500 $ 68.00 $ - $ - 46 A3500 AIM KIT 1.350 Units $ 194.95 $ - $ - 47 A3500 AIM KIT 351-550 Units $ 188.53 $ - $ - 4a IA3500 AIM KIT 551-750 Units $ 182.32 $ - $ - 49 IA3500 AIM KIT 750+ Units 1000 $ 176.32 $ 176,320.00 $ 156,320.00 so A3500 AIM KIT DUAL TANK OPTION $ 55.00 $ - $ - s2 Wireless Interface, master/satellite, TMU/Master 6 $1,295.00 $ 7,770.00 $ 6,993.00 s4 TMIK-2500 Tank Monitor Interface 3 $ 660.00 $ 1,980.00 $ 1,782.00 61 Cell Phone Kit dataremote.com will provide modem & phone #, additional cost willapply) 1 $ 695.00 $ 695.00 $ 625.50 s4 WIN FMSFT FueiMaster@ Fuel Management Software For Windows 1 $ 1,595.00 $ 1,595.00 $ 1,435.50 65 1 Network Card CATS cable, Antennas , Routers, Booster, etc provided by others 5 $ 695.00 $ 3,475.00 $ 3,127.50 License for additional Work Stations $ 495.00 $ - $ - NC-2500 ProKee Encoder 1 $ 550.00 $ 550.00 $ 495.00 roKee® Black Onl 600 $ 4.20 $ 2,520.00 $ 2,268.00 l roKee® Green, Red, Oran a or Blue $ 4.44 $ - $ - ustom Fueli Re rt, Im rt Va a r Data1 $ 2,495.00 $ 2,495.00 $ 2,245.50 atabase import, vehicles and users only 1 1 $ 1,495.00 $ 1,495.00 $ 1,345.50 Sys -Tech Systems, Inc. Tel 434-689.4052 P.O. Box 878 Fax 434-689-4053 Bracey, VA 23919 wcrabel(dearthlink.nel Wade W. Crabel Prepared for mario Del Monte City of Lubbock equipment quote 2 of 2 6/20/2008 TOTAL STANDARD ITEMS $ 261,569.00 $ 233,0".10 i11�P l�►l KINta.;�':I�Y�3 8..1,E1BBE�>I<'�C.::'::::..;;:: .:::>" ::;. ..:. 811 [$100.00 per FMU - Masters and Satellites] 8 $ 100.00 $ 800.00 $ 800.00 82 $25 per FMU-2525 and 2530 $ 25.00 $ - $ - 83 $1.50 per AIM2 KIT) 1000 $ 1.50 $ 1,500.00 $ 1,500.00 84 $40 per Hardware Upgrade - Upper Cabinet/Components Only) $ 40.00 $ - $ - TOTAL SHIPPINGMANDLING $ 2,300.00 $ 2,300.00 as Install FMU 3590, Pulsars, Control valves 1 $ 2,500.00 $ 2,500.00 $ 2,500.00 as Site ation: Airport 1 $16,870.04 $16,870.04 $16,870.04 86 Site r ation: Southside 1 $ 18,727.31 $18,727.31 $ 18,727.31 ae Site r ation: Land application 1 $ 7,761.06 $ 7,761.06 $ 7,761.06 87 Site Pr lion: Land Fill 1 $ 6,102.56 $ 6,102.56 $ 6,102.56 88 Site r ation: Municipal Hill 1 $ 13,479.05 $ 13,479.05 $ 13,479.05 Total Materials $ 65,440.02 $ 65,440.02 92 INITIALIZATION • FINAL VARING, START-UP PER FUELING SITE 8 $ 2,200.00 $ 17,600.00 $ 17,600.00 93I�NIAriR ? I�JdIIii1«.:IL 1 $ 2,495.00 $ 2,495.00 $ 2,495.00 . .... #adiSC�1`11119I, .:)l1ETttt. Ii3liff�ElS> i.IffEC6Tit ii�FiCjl31S SYSTEM TOTAL $ 349,404.02 $ 320,879.12 :.. _ .. ... .mom.... aay ... . ...............:::.::.:...:... 98 FMU / FMU PLUS-Prokee / Smartcard / Credit Card /RF $ 1,095.00 $ - $ - 97 FMU / FMU PLUS-Prokee / Smartcard / RF Mobile unit $ 1,095.00 $ - $ - t99 ISUPER AGREEMENTS - Covers 2417 service, Acts of God, and site visits if necessary $ 2,195.00 $ - $ - NOTES: 1) Proposal assumes DlstributodContractor will provide for site preparation separately, including the installation of all necessary conduits from pump/dispensem to FMU's and to the appropriate building to terminate at breaker paneVtelephone jack. Distributor/Contractor to pull all high voltage power wire and low voltage communication wire, including telephone wire, Tank Level Monitor Interface wire, Equipment Interface Unit(s) wire, and On -site Transaction Printer wire to terminate at seal -offs. EAsting conduit/wiring may be used where appropriate. 2) STS to provide Installation Manual to DistributodContractor with wiring diagrams and schematic configuration of system, and provide guidance (telephone assistance) during site preparation phase. 3) Distributor/Contractor to provide installation of Master/Satellite FMU units at fuel island(s) and all peripheral equipment at fuel site(s). 4) Distributor/Contractor (Certified only) to provide Initialization (Start-up) of system, including final wiring connections, testing of system components, installation of system softwarelencoder, and personnel training in use of system. K not Certifled, please refer to line Item # 90 amount quoted, or request separate proposal for Initlallzatlon to be performed by STS personnel. Sys -Tech Systems, Inc. Tel 434-689-4052 P.O. Box 878 Fax 434-689-4053 Bracey, VA 23919 wcrabel@earthlink.net Wade W. Crabel FUEL MANAGEMENT SYSTEM BASIC WARRANTY Resolution No. 2008—RO227 The basic FUELMASTERO Warranty for each Fuel Management Unit (FMU) provides coverage for parts and telephonic labor for a period of one year from date of start-up or fifteen months from date of shipment, whichever occurs first. Each PROKEEO is warranted against defects in material and workmanship for a period of five years. A toll -free number for technical assistance is also included. This line affords the customer access to Product Support personnel who will answer questions regarding operation of FUELMASTERO hardware or software, and provide diagnostic capabilities when necessary. Under terms of this agreement, FUELMASTERO technicians will telephonically diagnose problems, with the assistance of the customer, to determine warrantable conditions, and possible problem solutions. Syn-Tech will replace all defective parts and provide assistance to the customer in installation of replacement parts to allow the unit to be repaired as expeditiously as possible. Please note that the FUELMASTERO was designed in a modular manner to provide easy and rapid exchange of parts, even by non -technical personnel. Otherfuel management systems are not designed this way and consequently, do not offer warranties comparable to FUELMASTERO. This warranty does not cover site visits by FUELMASTERO technicians for repair. Please note that damage resulting from acts of God, user abuse, accidents, faulty installation or operation is not covered under the warranty. This warranty specifically excludes any indirect, special, or consequential damages to include, but not limited to, loss of product, profit, or litigation fees. Additionally, associated equipment including valves, pulsers, printers, personal computers, pumps, oilers, dispensers, and other items not manufactured by Syn-Tech, are warranted only to the extent covered by the original manufacturer. Additionally, warranty is limited to approved locations (generally the continental United States) and is not transferable except by written permission of Syn-Tech Systems, Inc. FUELMASTERO is a Registered Trademark of SYN-TECH SYSTEMS, INC.100 Four Points Way P.O. Box 5258 Tallahassee, FL 32314 (800)888-9136 EXHIBIT "B" FuelMaster 3500 consists of equipment designed to automate control and accountability of fuel or any metered liquid or gas product. FUELMASTER 3500 ensures YOUR fuel goes into YOUR vehicles. FUELMASTER 3500 generates up to 500 different reports and can be customized for your needs. FUELMASTER 3500 with AIM2 has OBDII (On -Board Diagnostics) interface for real-time maintenance and odometer acquisition. Your FUELMASTER 3500 base system contains all equipment necessary to accomplish control and accountability consisting of a Fuel Management Unit, Fuel Management Windows Software for your designated PC (this will be the Central Controller which dials up the FMU via voice grade analog telephone line or network cable to download transactions and upload access lists), Tank Monitor Interface, PROKEE Encoder, PROKEES, and AIM2 access devices,, Software and Equipment Training, Warranty and Operation Manuals. Fuel Management Unit or FMU The FMU controls access to fuel dispensers and collects information on each transaction. A master FMU contains a modem for communications with the Central Controller and controls all connected Satellite FMU's. Both Master and Satellite FMU's are identical in appearance and manner of operation; however the Satellite depends on the Master for information and it's transactions are downloaded through the Master FMU's modem. A Master can control up to a maximum of eight satellites. FMU's may be fixed or mobile. Fixed FMU's are permanently mounted on or near the fuel island and come standard with two hose controllers although up to a total of eight may be added. Mobile FMU's are mounted on fuel dispensing tanker trucks and operate with the same displays and keypads as the fixed but are powered by the vehicle's 12 VDC battery. The mobile unit can be dialed up from the central controller for downloading. Mobile FMU's are standard with one hose controller but can control up to four hoses. • Fuel Management Software FUELMASTER Windows Software is loaded onto your designated PC. It is used to download transactions from, and upload information to FMU's; provide reports using Crystal Reports; export data to fleet maintenance programs and encode and update PROKEES. Verifiable Miscellaneous Number or VMN operating program utilizes Vehicle Keys and accepts the keypad entry of only those ID numbers loaded into the FMU. Central Controller (your designated computer holding FUELMASTER database) communicates with the FMU to download transaction data, upload authorizations, or to change FMU configurations. Any IBM or IBM compatible personal computer (PC) having a minimum 133MHz Pentium Processor (Pentium III preferred) or equivalent, 16Mb of RAM, 30Mb free hard drive space, 2x CD-ROM, 2400 baud analog modem (must be 100% Hayes -compatible), with 800x600 monitor screen resolution. • PROKEE Encoder connects to the Central Controller (your pc) via USB. • Tank Monitor Interface is a serial connection between the FMU and tank monitor allowing the FUELMASTER software to query the tank monitor and bring inventory reconciliation and leak detection back to the Central Controller (your PC). • Access Devices FUELMASTER PROKEES (also referred to as a Key) are access devices provided to initiate a transaction at the FMU (fixed or mobile). All PROKEES are constructed alike with an eight pin read/write memory chip housed in a durable composite holder. PROKEES attain their identity as a Vehicle Key, User Key, Supervisor Key, Manual Issue Key, or Lube Truck Key as they are encoded with the software and encoder. PROKEES are available in five different colors for various management control. Vehicle Keys are encoded with a vehicle identification number and are Assigned to a vehicle. These keys can keep the vehicle's last odometer reading and the range in which the next reading should be. The type of fuel and quantity limit for the vehicle ensures only the correct product(s) can be dispensed into that vehicle. • User Keys are encoded with a user identification number and are assigned to a user. • Supervisor Keys are authorized special access to reconfigure the FMU, run built-in tests of the FMU, issue fuel to operators without a PROKEE or other access device. • Manual Issue Keys are used to issue fuel to individuals or vehicles that do not have a PROKEE or other access device. • Tanker Truck Keys are used to fill the storage tank of a mobile fueling truck At a dispenser connected to an FMU. AIM2 (Automotive Information Module) is FUELMASTERS access device that takes the driver out of the fueling process. AIM2 is installed on a vehicle and programmed with information about the vehicle. Information on the vehicle is transmitted via radio frequency from the AIM to the FMU. An RF/ID tag on the fuel nozzle communicates with the AIM2 device mounted in the vehicle after the driver inserts the nozzle. The AIM2 transmits RF/ID tag data, vehicle data and OBD II (On Board Detection) data to the FMU. The FMU evaluates this data turns on the fuel dispenser and records the transaction generating various reports. The FMU ends the transaction immediately when the pre -authorized quantity of fuel is dispensed or the nozzle is removed. • Training • Employees requiring training include administrative personnel, fleet management, network administrators and those employees that utilize FUELMASTER software or maintain the system. Operation manuals will be provided. • Web Hosted User Training will be provided and scheduled by FUELMASTER before install. This training includes set up, administrating the data base and preparing fuel site(s) users and vehicles • FUELMASTER Online Training is after the install. This covers reports and full utilization of the FUELMASTER software. • ONSITE AIM2 Training will be provided and scheduled by a FUELMASTER factory technician after the installation of the FMU (s). This training includes installation, programming and system maintenance. • ONSITE installation and training for Mobile Trucks will be provided and Scheduled by a FUELMASTER factory technician. • WARRANTY • Basic FUELMASTER Warranty for each Fuel Management Unit (FMU) Provides coverage for parts and telephonic labor for a period of one year from date of start-up or fifteen months from date of shipment, whichever occurs first. Each PROKEE is warranted against defects in material and and workmanship for a period of five years. A toll -free number for technical assistance is also included. This line affords the customer access to Product Support personnel who will answer questions regarding operation of FUELMASTER hardware or software, and provide diagnostic capabilities when necessary. Under terms of this agreement, FUELMASTER technicians will telephonically diagnose problems, with the assistance of the customer, to determine warrantable conditions, and possible problem solutions. Syn-Tech Systems, Inc. will replace all defective parts and provide assistance to the Customer in installation of replacement parts to allow the unit to be repaired as expeditiously as possible. Please note that the FUELMASTER was designed in modular manner to provide easy and rapid exchange of parts, even by non -technical personnel. Other fuel managements systems are not designed this way and consequently, do not offer warranties comparable to FUELMASTER. THIS WARRANTY DOES NOT COVER SITE VISITS BY FUELMASTER TECHNICIANS FOR REPAIR. Support hours are Monday through Friday, Sam to 8pm EST. Please note that damage resulting from acts of God, user abuse, accidents, faulty installation or operation is not covered under the warranty. This warranty specifically excludes any indirect, special, or consequential damages to include, but not limited to, loss of product, profit, or litigation fees. Additionally, associated equipment including valves, pulsers, printers, personal computers, pumps, oilers, dispensers, and other items not manufactured by Syn-Tech Systems, Inc. are warranted only to the extent covered by the original manufacturer. Additionally, warranty is limited to approved locations (generally the continental United States) and is not transferable except by written permission of Syn-Tech Systems, Inc. EXTENDED MAINTENANCE AGREEMENT provides a means of extending the basic one-year warranty per unit that all FUELMASTER customers receive. It covers parts and telephone support labor for all FUELMASTER components, both software and hardware, and provides free software and hardware updates as required. Support hours are 8am — 5pm EST, Monday through Friday. Organizations under maintenance contract are provided a toll free number and have access to FUELMASTER technicians to assist in FUELMASTER operations and diagnostics. THE MANUFACTOR - FUELMASTER - WILL PROVIDE TRAINING FOR SOFTWARE, REPORTS, ONSITE AIM2 INSTALLATION, PROGRAMMING AND SYSTEM MAINTENANCE, INSTALLATION AND TRAINING FOR MOBILE TRUCK. THE DISTRIBUTOR BOLER EQUIPMENT - WILL PERFORM ALL SITE PREPARATION, WIRING, CONFIGURATION AND TESTING. PAT GOFF FUELMASTER 830-798-7400 MAY 5, 2008 Resolution No. 2008—RO227 MASTER SERVICES AGREEMENT WITH SYN-TECH SYSTEMS, INCORPORATED This Master Services Agreement ("Agreement") is entered into and effective the 26 h day of June, 2008 ("Effective Date"), by and between the City of Lubbock, a Municipality with offices at 1625 13t' Street, Lubbock, Texas 79408 ("City of Lubbock") and Syn-Tech Systems, Inc., with offices located at 110 Four Points Way, Tallahassee, FL 32314, ("Contractor"). BACKGROUND Contractor is engaged in the business of providing services, labor, software, equipment and materials for the acquisition, installation, testing and training for the Fuel Master 3500 Fuel Management System ("Services"), in the field of information technology. The City of Lubbock desires to retain the services of Contractor as an independent contractor (and not as an employee) and Contractor desires to provide such services, upon the terms and conditions set forth herein. AGREEMENT Therefore, in consideration of the services to be provided to the City of Lubbock by Contractor, the payments to be made to Contractor by the City of Lubbock, and the other promises set forth below, the City of Lubbock and Contractor agree as follows: 1. Description of Services: Statements of Work. Contractor shall render "Services" and provide qualified technical personnel (regardless of his or her employee or contractor status in relation to Contractor, each a "Consultant") to the City of Lubbock, as set forth in one or more Statements of Work (each a "SOW"). The terms of this Agreement apply to each SOW executed pursuant to this Agreement, including any SOWS attached to this Agreement at its execution. Unless otherwise specified, terms in a SOW apply only to Services performed under that SOW. The procedure for executing a SOW is as follows: (a) either party may prepare a SOW; (b) all SOWS (including any SOW attached to this Agreement) must be signed by both parties; for the City of Lubbock the signature must be that of the Mayor of the City of Lubbock; and (c) The SOW must refer to the Agreement between the parties pursuant to which the SOW is executed. If there is any conflict between the provisions of this Agreement and a SOW with respect to the Services to be performed by Contractor, the provisions of the Agreement shall control; provided, however, that the conflicting term(s) or condition(s) of the SOW shall control if with respect to such term(s) and/or condition(s) the SOW specifically identifies the term(s) and/or condition(s) of the Agreement to be amended by Section number, and indicates the parties' specific intent to amend such term(s) and/or condition(s). 2. Consultants. (a) Status and Abilities. The Consultants shall be employees or subcontractors of Contractor and shall not be employees or contractors of the City of Lubbock. Contractor shall be solely responsible for all actions, inaction or omissions of the Consultants and will comply with all applicable laws and regulations relating to the employment or engagement of the Consultants. Contractor shall cause the Consultants to perform all Services in a careful, professional and efficient manner. Contractor agrees that the software, reports, documentation or other results of the Services shall be fit for their respective intended purpose. (b) Supervision. Subject to the terms of this Agreement and all applicable SOWS: (i) Contractor has the sole and exclusive right to control and direct the manner and means by which Master Services Agreement with Syn- Tech Systems, Inc. Pg I of 9 Contractor's personnel render the Services, provided that such manner and means must produce deliverables of a quality satisfactory to the City of Lubbock; and (ii) Contractor shall arrange for Contractor's personnel to perform the duties at any time or pursuant to any schedule, provided that the Services are completed within the time periods (including any interim time periods) indicated within the description of the Services; and (iii) Contractor shall have no obligation for Contractor's personnel to follow any particular sequence in performing the Services. (c) Replacement of Consultants. The City of Lubbock may require at any time, and for legitimate reason, that the Contractor replace a Consultant performing Services under this Agreement. Contractor shall thereupon, at no cost to the City of Lubbock, promptly replace the Consultant with a Consultant satisfactory to the City of Lubbock. (d) Insurance. Contractor shall comply with the following provision in regard to insurance. General Liability. Contractor's insurance shall contain broad form contractual liability with a combined single limit of a minimum of $500,000 each occurrence and in the aggregate and shall include the following: 1) Bodily Injury and Property Damage 2) Broad Form Contractual Liability 3) Personal Injury and Advertising Injury 4) Products and completed operations. Business Automobile Liability: Contractor's insurance shall contain a combined single limit of at least $500,000 per occurrence, and include coverage for but not limited to the following: 1) Bodily injury and property damage Workers' Compensation and Employers Liability Insurance: Contractor shall elect to obtain workers' compensation coverage pursuant to Section 406.002 of the Texas Labor Code, Further, Contractor shall maintain said coverage throughout the term of this Agreement and shall comply with all provision of Title 5 of the Texas Labor Code to ensure that the Contractor maintains said coverage. Any termination of workers' compensation insurance coverage by Contractor or any cancellation or non -renewal of workers' compensation insurance coverage for the Contractor shall be a material breach of this contract. The Contractor may maintain Occupational Accident and Disability Insurance in lieu of Worker' Compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City of Lubbock. Employer's Liability with limits of at least $500,000 each accident, $500,000 by disease policy limit, and $500,000 by disease each employee shall also be obtained and maintained throughout the term of this Agreement. Master Services Agreement with Syn- Tech Systems, Inc. Pg 2 of 9 Other Insurance Requirements: Contractor's .general liability and auto liability insurance policies through policy endorsement must include working, which states that the policy shall be primary and non- contributory with respect to any insurance carried by City of Lubbock. The certificate of insurance described below must reflect that the above wording is included in evidenced policies. All policies must be endorsed to include a waiver of subrogation in favor of the City of Lubbock. 3. Compensation. Contractor shall be compensated for Services performed under this Agreement at the rates set forth in each SOW. Except as may otherwise be provided in a SOW, Contractor shall be responsible for all expenses incurred by Contractor in performing the Services. No fees or expenses may be invoiced to more than one SOW unless explicitly authorized in writing by an officer of the City of Lubbock. 4. Billing and Payment. Contractor will submit separate invoices for each SOW to the City of Lubbock on a monthly basis, with each covering charges accrued during the immediately preceding month. To the extent expenses may be billed, the invoice shall also include an itemization of all expenses for which reimbursement is to be made. The City of Lubbock may withhold from any payment any amount incorrectly invoiced or in dispute. Payments on undisputed charges shall be due thirty (30) days after the City of Lubbock's receipt of the invoice. 5. Audit Right. During the term of this Agreement and for three years thereafter, the City of Lubbock shall have the right to have a certified public accountant chosen by the City of Lubbock obtain reasonable access during normal business hours to the records of the Contractor for purposes of auditing labor charges and reimbursements invoiced by Contractor. The City of Lubbock shall bear the cost of each such audit. Contractor shall promptly reimburse the City of Lubbock for any payment made by the City of Lubbock of any excess charges or claims revealed by the audit, plus interest from the date the excess payments were made at the rate of one and one- half percent (1.5%) per month. 6. Equipment. Supplies, and Facilities. Except to the extent otherwise provided in the applicable SOW, (a) Contractor shall be solely responsible for procuring, and bearing the expense of, all equipment and supplies required to undertake the Services, and (b) the City of Lubbock shall have no obligation to provide offices, lodging, or other facilities or amenities to Contractor. 7. Work Product. This section shall apply to the extent that a given SOW results in software development, report or specification development, or other creative tasks. The City of Lubbock shall be the exclusive owner and have all right, title and interest in and to any and all reports, records, notes, files, plans, proposals, presentations, customer lists, other lists, flow charts, spreadsheets, software code, designs, text, imagery, files, discoveries, inventions, documents or other creations (including without limitation patentable discoveries involving computer software or business methodology) that Contractor through its Consultants has conceived or made or may conceive or make in the course of or in connection with Contractor's engagement by the City of Lubbock, including without limitation such matter as any Consultants may have created or conceived on the City of Lubbock's behalf prior to Contractor's execution of this Agreement (all of the foregoing, collectively the "Work Product"). Contractor agrees that all Work Product shall be "works made for hire" and shall be the exclusive property of the City of Lubbock, and that any and all patents, copyrights and other intellectual property and proprietary rights to such works shall belong exclusively to the City of Lubbock. To the extent that any of the Work Product is not deemed to be a "work made for hire," effective upon creation of such Work Product, Contractor hereby assigns all right, title and interest in these works to the City of Lubbock without further compensation. Contractor further agrees, and shall cause each of its Consultants to agree, to execute and sign any and all applications, assignments, or other instruments which the City of Lubbock may deem necessary in order to enable it, at its expense, to apply for, prosecute, and obtain copyrights, patents or other Master Services Agreement with Syn- Tech Systems, Inc. Pg 3 of 9 intellectual property or proprietary rights in the United States and foreign countries or in order to transfer to the City of Lubbock all right, title, and interest in said Work Product. 8. Incorporation of Third Party Software. If, in the development of software or other materials to be provided by Contractor to the City of Lubbock pursuant to this Agreement, Consultant incorporates elements from a third parry's software code, audio/visual/print materials, or data compilation (including without limitation from one or more prepackaged, off -the -shelf software applications, databases, code libraries, clip art collections or the like), Consultant is responsible prior to so incorporating such elements for obtaining at its own expense a fully paid, perpetual, irrevocable, world-wide license allowing the City of Lubbock to copy, use, distribute, perform, display and digitally transmit such elements in connection with the Work Product, and to sublicense these rights to others. Consultant shall obtain the written consent of the City of Lubbock prior to including such elements in the Work Product. Consultant shall provide written assurance to the City of Lubbock that the rights described in this Section 8 have been obtained. 9. Confidential Information. (a) Contractor acknowledges that, during the term of this Agreement, Contractor and its Consultants will have access to, become acquainted with, and/or develop various trade secrets and other proprietary and confidential information which are owned by the City of Lubbock, its affiliates, its suppliers or its customers, and that are used in the business operations of the City of Lubbock, its affiliates, its suppliers or its customers (collectively, "Confidential Information"). "Confidential Information" consists without limitation of (i) software, plans, techniques, methodologies, processes, compilations of information, drawings, proposals, presentations, customer lists, other lists, job notes, reports, records, specifications and the like, as well as (ii) information concerning any matters relating to the business of the City of Lubbock or its affiliates, any of its suppliers or customers, customer contacts, or any other information concerning the business or good will of the City of Lubbock or its affiliates. The City of Lubbock's Confidential Information also includes all Work Product, whether or not embodied or delivered to the City of Lubbock in tangible form. (b) Without the written consent of an executive officer of the City of Lubbock, until five (5) years after the termination or expiration of this Agreement neither Contractor nor any Consultant shall disclose to anyone, or make use of for the benefit of anyone, any Confidential Information of the City of Lubbock. The conclusion of the five-year period shall not alter or diminish the City of Lubbock's other intellectual property or proprietary rights with respect to the Work Product. (c) Upon termination or expiration of this Agreement, regardless of the reason for termination, Contractor shall promptly deliver to the City of Lubbock all property or materials in Contractor's possession, or in the possession of any Consultant that belong to the City of Lubbock or that contain or reflect Confidential Information. (d) Should either Contractor or any Consultant breach any of the above covenants, the City of Lubbock shall have the right to immediately terminate this Agreement and/or seek legal and/or equitable relief, including injunctive relief. It is the intention of the parties that if any court construes any of these covenants or any portion thereof to be illegal, void, or unenforceable because of its duration or scope, such court shall reduce the duration or scope of the covenant or provision, and in its reduced form, the covenant or provision shall be enforceable and enforced. 10. Term. Subject to earlier ternnation as set forth in Section 11, the initial term of this Agreement shall be for a period of Two Years, beginning on the Effective Date. Upon the mutual written agreement of the parties hereto, this agreement may be extended one additional year. Such extensions shall be limited to three in number. In addition, the term of this Agreement shall be extended, without the action of either party, until completion or termination of all SOWS, Master Services Agreement with Syn- Tech Systems, Inc. Pg 4 of 9 provided that no new SOWS may be issued at such time as the Agreement would have otherwise expired. Individual SOWS may contain specific term provisions for that SOW which shall govern the applicable SOW. 11. Termination. (a) SOWS. (i) The City of Lubbock may terminate any one or more SOWS for its own convenience by giving ten (10) days advance notice to such effect, or pursuant to such additional or superceding terms as may be set forth in the applicable SOW(s). The City of Lubbock will owe for Contractor work invoiced and overhead and profit for work already commenced. (ii) Contractor may terminate any SOW for the City of Lubbock's material breach of the SOW or the terms of this Agreement as applied to the SOW, provided that prior to such termination Contractor shall have given notice to the City of Lubbock of Contractor's intent to terminate if the breach is not cured, and the City of Lubbock failed to cure the breach within thirty (30) days thereafter. (b) Master Services Agreement. (i) Either party may terminate this Master Services Agreement for a material breach by the other, provided that prior to such termination the party not in breach shall have given notice to the other party of its intent to terminate if the breach is not cured, and no cure is made by the breaching party within thirty (30) business days thereafter. (ii) This Agreement may be terminated by either party on thirty (30) days written notice at any time after all SOWs issued hereunder have been terminated or completed. 12. Effect of Termination. Upon giving or receiving notice of termination, Contractor shall inform the City of Lubbock of the extent to which performance has been completed on each applicable SOW through the anticipated time for termination, and shall immediately take steps to wind down work in progress on each applicable SOW in an orderly fashion during the notice period. As of the date of termination, the City of Lubbock shall be obligated to pay only amounts then accrued as payable to Contractor for work actually performed, tasks actually completed and/or materials actually accepted by the City of Lubbock. Contractor acknowledges that at no time shall it have any continuing interest or rights in the assets, proceeds, or goodwill of the City of Lubbock pursuant to this Agreement, and that the duties, obligations and liabilities of the City of Lubbock are only as set forth in this Agreement. Each party's right to terminate this Agreement is absolute, and neither party shall have any liability to the other as a result of its termination of this Agreement in accordance with its terns. All provisions of this Agreement that by their nature give rise to continuing obligations of the parties shall survive the expiration or termination of this Agreement, including without limitation the terms of Sections 2(d), 3, 4, 5, 6, 7, 9, 12,13, 14, 15, 18, 24, 25 and 26. 13. Representations and Warranties. Contractor represents and warrants: (a) Contractor has the experience and abilities necessary to perform all required Services with a high standard of quality and that: (i) the Services will conform in all material respects with the specifications set forth in this Agreement; and (ii) the Services will be provided to the City of Lubbock on a best efforts basis in a timely, professional, and workmanlike manner with the degree of care and expertise as is standard for the provision of such Services in accordance with industry practices; Master Services Agreement with Syn- Tech Systems, Inc. Pg 5 of 9 (b) Contractor has the right to enter into and fully perform this Agreement, and no services, materials, or reports furnished to the City of Lubbock will in any way infringe upon or violate any applicable law, rule, or regulation, or any contract with a third party or any rights of any third party; (c) Contractor has independently conducted its own due diligence review of the business operations of The City of Lubbock and of all information provided by the City of Lubbock, and that Contractor is not relieved of any responsibility whatsoever because of information provided by the City of Lubbock; (d) Contractor is adequately capitalized and has sufficient reserves to pay all of Contractor's subcontractors, suppliers, Consultants, and other third parties in the ordinary course of Contractor's business without regard to or reliance upon the payments to be made hereunder by the City of Lubbock; (e) Contractor and anyone performing work on Contractor's behalf agrees to abide by all of the City of Lubbock's rules and policies relating to conduct while on the City of Lubbock premises, including, but not limited to, those pertaining to workplace harassment and discrimination; (f) Contractor and anyone performing work on Contractor's behalf understand that this Agreement and performance of work for the City of Lubbock imposes no obligation on the City of Lubbock to offer work to Contractor or anyone performing work on Contractor's behalf as a full-time regular employee of the City of Lubbock; (g) Contractor carves liability insurance (including malpractice insurance, if warranted) relative to any service that it performs for the City of Lubbock, and Contractor will ensure that any subcontractors also carry liability insurance. Contractor carries workers' compensation insurance for any Consultants who may perform work on behalf of the City of Lubbock, including temporary service contractor or alternate employer endorsements such that Contractor's workers' compensation carrier must provide benefits directly to the City of Lubbock in the event that state law prevents payments to the Consultant, and which preclude Contractor's workers' compensation carrier from seeking reimbursement from the City of Lubbock; (h) Each Consultant shall have sufficient knowledge, training, and technical experience to perform the Services required under the applicable SOW; (i) Contractor and each Consultant have not and will not enter into any agreements that will create a conflict of interest or prevent Contractor or such Consultant from freely performing any of the provisions of this Agreement; (j) The Work Product shall be the original work of Contractor and each Consultant, and shall not infringe upon or violate the intellectual property, proprietary or personal rights of any third party, including, without limitation, third party copyrights, trademark rights, trade secret rights, patent rights, moral rights, or rights of privacy or publicity; (k) Without prior written approval of the City of Lubbock, neither Contractor nor any Consultant shall incorporate confidential or proprietary information of any person or entity not a party to this Agreement into any materials furnished to the City of Lubbock hereunder, nor without such approval shall Contractor disclose to the City of Lubbock or induce the City of Lubbock to use any confidential or proprietary information of any person or entity not a party to this Agreement; (1) No software code provided to the City of Lubbock in relation to this Agreement will include any viruses, time bombs, back doors, trojan horses, or other disabling or harmful devices; Master Services Agreement with Syn-Tech Systems, Inc. Pg 6 of 9 (m) Contractor agrees that the software, reports, documentation, or other results of the Services shall be fit for their respective intended purpose. 14. Indemnity and Release. CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS, TO THE FULLEST EXTENT PERMITTED BY LAW, THE CITY OF LUBBOCK, AND IT'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND AGENTS, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS OR LIABILITIES, OF ANY KIND OR NATURE, WHICH ARISE DIRECTLY OR INDIRECTLY, OR ARE RELATED TO, IN ANY WAY, MANNER OR FORM, THE SERVICES OR ACTIVITIES CONTEMPLATED HEREUNDER, OR THE OMISSION OF THE SERVICES OR ACTIVITIES CONTEMPLATED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, LOSSES, DAMAGES, CLAIMS OR LIABILITIES ARISING FROM OR RELATED TO, IN ANY WAY, MANNER OR FORM, THE ACT OR OMISSION OF THIRD PARTIES AND/OR CAUSED OR CONTRIBUTED TO, IN ANY WAY, MANNER OR FORM, BY THE NEGLIGENCE OR FAULT OF THE CITY OF LUBBOCK, ITS RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS. CONTRACTOR FURTHER COVENANTS AND AGREES TO DEFEND ANY SUITS OR ADMINISTRATIVE PROCEEDINGS BROUGHT AGAINST THE CITY OF LUBBOCK AND/OR THE CITY OF LUBBOCK'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS ON ACCOUNT OF ANY SUCH CLAIM, AND TO PAY OR DISCHARGE THE FULL AMOUNT OR OBLIGATION OF ANY SUCH CLAIM INCURRED BY, ACCRUING TO, OR IMPOSED ON THE CITY OF LUBBOCK, OR THE CITY OF LUBBOCK'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS, AS APPLICABLE, RESULTING FROM ANY SUCH SUITS, CLAIMS, AND/OR ADMINISTRATIVE PROCEEDINGS OR ANY MATTERS RESULTING FROM THE SETTLEMENT OR RESOLUTION OF SAID SUITS, CLAIMS, AND/OR ADMINISTRATIVE PROCEEDINGS. IN ADDITION, CONTRACTOR SHALL PAY TO THE CITY OF LUBBOCK, THE CITY OF LUBBOCK'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS, AS APPLICABLE, REASONABLE AND NECESSARY ATTORNEY'S FEES INCURRED BY SUCH PARTIES IN ENFORCING CONTRACTOR'S INDEMNITY IN THIS SECTION. THE CITY OF LUBBOCK, AND ITS RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND AGENTS, SHALL NOT BE LIABLE, AND CONTRACTOR HEREBY RELEASES THE CITY OF LUBBOCK, AND ITS RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND AGENTS, FOR, FROM AND/OR AGAINST ANY LOSSES, DAMAGES, CLAIMS OR LIABILITIES TO CONTRACTOR, ON ANY THEORY OF LEGAL LIABILITY, INCLUDING, BUT NOT LIMITED TO THE NEGLIGENCE, OF ANY TYPE OR DEGREE, OR FAULT, OF THE CITY OF LUBBOCK, ARISING FROM OR RELATED TO, IN ANY WAY, MANNER OR FORM, THE UNENFORCEABILITY OR VOIDANCE, FOR ANY REASON, OF ALL OR ANY PART OF THIS AGREEMENT. THE INDEMNITY AND RELEASE PROVIDED HEREIN SHALL SURVIVE THE TERMINATION OR VOIDANCE OF THIS AGREEMENT. 15. Notices. Any notice required or permitted under this Agreement shall be in writing and sent to the recipient's address set forth below, or such other address as a party may designate through written notice to the other party. City of Lubbock: City of Lubbock Fleet Services Department 206 Municipal Drive Lubbock, Texas 79403 Attention: Fleet Services Manager Contractor: Syn-Tech Systems, Inc. 110 Four Points Way P O Box 5258 Tallahassee, FL 32256 Master Services Agreement with Syn-Tech Systems, Inc. Pg 7 of 9 16. Independent Contractor. Contractor and the City of Lubbock acknowledge that Contractor is an independent contractor and not an agent, employee, partner, joint venturer or representative of the City of Lubbock and neither Contractor nor any of its employees, officers or agents shall hold themselves out as such. Neither Contractor nor the City of Lubbock has the authority to bind the other to any third party or to otherwise act in any way as the representative of the other, unless Contractor and the City of Lubbock expressly agree otherwise in a writing signed by both parties. 17. Solicitation of Employment. Contractor agrees not to hire or solicit the employment of any of the City of Lubbock's employees during the term of this Agreement and for six (6) months after the termination or expiration of this Agreement. 18. Non -Exclusive Rights. This Agreement does not grant to Contractor any exclusive privileges or rights to provide to the City of Lubbock services of any type that the City of Lubbock may require, nor does this Agreement require the purchase of such services by the City of Lubbock. The City of Lubbock may contract with other companies or individuals for the procurement of comparable services or may cause such services to be performed by the City of Lubbock's own personnel. 19. Delegation and Subcontracting. The City of Lubbock specifically contracts for performance of the services by Contractor. Except as may be provided in the applicable SOW, Contractor may not delegate or subcontract the performance of the Services without the advance, express written consent of the City of Lubbock. 20. Assignment. This Agreement shall inure to the benefit of and be binding upon each party and its successors and assigns, including without limitation any entity that may acquire all or substantially all of a party's assets or into which a party may be consolidated or merged. Contractor may not assign or transfer this Agreement, voluntarily or by operation of law, without the prior written consent of the City of Lubbock, which consent shall not be unreasonably delayed or withheld. Any purported assignment without such prior written consent shall be null and void and have no force and effect. 21. Section Headings. The headings of the sections of this Agreement are inserted for convenience or reference only and are not intended to be part of, or to effect, the meaning or interpretation of this Agreement. 22. Waiver. No waiver of any term, right or condition of this Agreement shall be valid unless it is set forth in a writing duly executed by both parties. No delay or failure by either party to exercise or enforce at any time any right or provision of this Agreement will be considered a waiver thereof or of such party's right thereafter to exercise or enforce each and every right and provision of the Agreement. No single waiver will constitute a continuing or subsequent waiver. 23. Reformation and Severability of Agreement. If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such decision shall not affect, impair or invalidate the remainder of this Agreement but shall be confined in its operation to the provision of this Agreement directly involved in the controversy in which the decision was rendered. The invalid or unenforceable provision shall be reformed so that each party shall have the obligation to perform reasonably alternatively to give the other party the benefit of its bargain. In the event the invalid or unenforceable provision cannot be reformed, the other provisions or applications of this Agreement shall be given full effect, and the invalid or unenforceable provision shall be deemed to have been deleted. 24. Applicable Law; Jurisdiction and Venue. The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the laws of the State of Texas, exclusive of its conflicts of laws provisions. The parties agree that the exclusive Master Services Agreement with Sys: -Tech Systems, Inc. Pg 8 of 9 jurisdiction and venue for any action relating to this Agreement shall be in the federal or state courts with jurisdiction encompassing Lubbock, Texas, and the parties hereby consent to such jurisdiction and venue. 25. Entire Agreement;. This Agreement, including all Exhibits, constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior oral and written commitments and understandings of the parties. Neither this Agreement nor any SOW hereunder may be changed or amended except by a writing executed by both parties. (Name) (;!:—:7 . (Title) CITY OF LUBBOCK, TEXAS Tom Martin, Mayor APPROVED AS TO CONTENT: Chad Weaver Assistant City Attorney vw/CityAtt/Chad/Contracts/Master Services Agreement with Syn- Tech Systems, Inc. Master Services Agreement with Syn- Tech Systems, Inc. Pg 9 of 9 Resolution No. ZUU15—KUZZ/ ACORD CERTIFICATE OF LIABILITY INSURANCE I DATE(MMIDDIYYYY) If 06125/2008 PRODUCER Messer Insurance Group 1403 Maclay Commerce Drive Tallahassee, FL 32312 850 894-8222/Fax: 850 894-8228 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON' THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Syn-Tech Systems, Inc. 100 Four Points Way POB 5258 Tallahassee FL 32305 INSURER A: Pacific Indemnity Company Chubb 20346 " INSURER B: Great Northern Insurance Co. Chubb 20303 INSURER c Federal Insurance Company Chubb 20281 INSURER D nnVFRAn=q THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DO' TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MMIQDfYYI POLICY EXPIRATION11ELLb= DATE (MMIDD[YYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $2,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS MADE FX I OCCUR 35881695 12/31/2007 12/31/2008 DAMAGE TO RENTED OO MED EX A.ny oneperson) g 10,000 PERSONAL & ADV INJURY S 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/CP AGG $ 2,000,000 POLICY X PRO LOC B AUTOMOBILE X LIABILITY ANY AUTO 73550690 & VA: 73550691 12/31/2007 12/31/2008 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS X BODILY INJURY (Per accident) $ HIRED AUTOS NON-OWNEDAUTOS X IX DAMAGE (Per accident) $ Virginia PolicyPROPERTY GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG C EXCESSIUMBRELLA LIABILITY X OCCUR 7 CLAIMS MADE 79854452 12/31/2007 12/31/2008 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 g $ DEDUCTIBLE $ RETENTION $ None WORKERS COMPENSATION AND X WCSTATU• I JOTH- ORY $ 1,000,000 C EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERJEXECUTIVE OFFICERIMEMBER EXCLUDED? NO If yes, describe under SPE IAL PRo"$,ON5 below 71704828 12/31/2007 12/31/2008 - E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1 ,000,000 OTHER DBA: $1 M/$1 M/$1 M B Defense Base Act 74986091 (DBA) 12/31/2007 12/31/2008 Errors&Omissions $3,000,000 Errors & Omissions 35881695 E & O 12/31/2007 12/31/2008 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS The City of Lubbock is named primary additional insured wiht respect to the General Liability and Auto Liability. Waiver of Subrogation applies in favor of the City of Lubbock with respect to General Liability, Auto Liability and Workers' Compensation. Workers' Compensation, Auto Liability, General Liability and Umbrella include Foreign/international Coverage. City of Lubbock 162513th Street Lubbock, TX 79401 SHOULD ANYOF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATICN DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR AUTHORIZED REPRESENTATIVE <K,/> ACORD 26 (20011081