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Home My WebLink AboutSprint/Comm Center ,. --'\;PROVE[), F~iIORM"*~~ , , MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING ("Memorandum") is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and Sprint Solutions, Inc. d/b/a Sprint, a Delaware corporation, with offices at 2001 Edmund Halley Drive, Reston, Virginia 20191 ("Vendor"). WHEREAS, Vendor has negotiated with the United States General Services Administration ("GSA") Contract No. GS-35F-0329L, as amended, dated April 6, 2001, for CDMA products and services and Contract No. GS-07-T03BGD0003, as amended, dated November 26, 2002, for iDEN products and services (collectively, the "GSA Contracts"); and WHEREAS, the GSA Contracts afford the City a valuable discount for the products and services compared to what is available on the open market; and WHEREAS, the City is entitled to take advantage of GSA discounts with Vendors by purchasing from the GSA Contracts, pursuant to Indiana Code 5-22-10-12 and 5-22-10-15. THEREFORE, the City and Vendor agree to the following Terms and Conditions: I. PERFORMANCE: City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor, pursuant to the tenns and conditions of the GSA Contracts. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of the terms of the GSA Contracts, attached hereto as Exhibit A and Exhibit B, and hereby incorporated by reference. 2. PRICE AND PAYMENT TERMS: Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than the costs listed within the terms of the attached, hereto as Exhibit A and Exhibit B. 3. TIME AND PERFORMANCE: This Memorandum shall become effective as of the last date on which a party hereto executes same ("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Memorandum. 4. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Memorandum or the GSA Contracts; (b) fails to provide the Goods and Services as specified herein; ( c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within 10 business days after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each suchevent constituting ,_-----------.,--r-....,....;-.-~.::- -'- -. _.J,rr!.;{'~----:--"" ----:-- -,-- ?,. _'.'1" -, [d'pli~:15i(j61 1 ,. /. ,. an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Memorandum, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 5. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor's performance of its obligations under this Memorandum and the GSA Contracts, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Memorandum. 6. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provIsion of this Memorandum shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Memorandum constitute a waiver of any succeeding breach of the same or any other provision hereof. 7. GOVERNING LAW; LAWSUITS: This Memorandum is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 8. SEVERABILITY: If any term of this Memorandum is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Memorandum shall remain in full force and effect. 9. NOTICE: Any notice provided for in this Memorandum will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to Citv: City of Carmel One Civic Square Carmel, Indiana 46032 A TTN: Director of Communications, Marvin Stewart Douglas C. Haney, City Attorney Department of Law One Civic Square Carmel, Indiana 46032 [dept/31l5i06J 2 If to Vendor: Sprint 200 I Edmund Halley Drive Mail Stop V ARESP0202-A2048A Reston, VA20191 Attn: Rexford R. Gile, 3fd, CPCM Director, Public Sector Sprint Nextel Legal Department 2001 Edmund Halley Drive Mail Stop V ARESP0401-A4l66 Reston, VA 20191 10. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Memorandum and that the persons executing this Memorandum have the authority to bind the party which they represent. II. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City's authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. Vendor agrees that any additional equipment will be available under the same pricing as the GSA Contracts, as amended, attached as Exhibits A and B. 12. HEADINGS All heading and sections of this Memorandum are inserted for convenience only and do not form a part of this Memorandum nor limit, expand or otherwise alter the meaning of any provision hereof. I3. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Memorandum. 14. NO THIRD PARTY BENEFICIARIES This Memorandum gives no rights or benefits to anyone other than City and Vendor. 15. ADVICE OF COUNSEL: The parties warrant that they have read this Memorandum and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Memorandum, and enter into same freely, voluntarily, and without any duress, undue influence or coerClOn. [dcpU)IISI06] 3 IN WITNESS WHEREOF, the parties hereto have made and executed this Memorandum as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety B~/lol ~d James Brainard, Presiding Officer ate: Lori . Date: tson, Memr;r / '-I. ('. OF ATTEST: [dcpt/3/15106] By: ~ Authonzed Signature H. Leon Frazier Vice President, Public Sector FlD/TIN:47-0882463 Date: 4