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HomeMy WebLinkAboutLimehouse Software/DOCSI_imehouse Software Department of,Community Services -2008 Computer Software, Training and. Support Appropriation fl l 192; P.O. 417816 Contract Not To Exceed 527,855.00 C exA-t?cL44 02 . CK.. C6. 01 APPROVED FORD By: , Cz AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") 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 Limehouse Software ("Vendor"). TERMS AND CONDITIONS 1. ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement's terms and conditions. 2. PERFORMANCE: City agrees to purchase the goods and/or -services (the "Goods and Services") from Vendor using City budget appropriation number 1192 funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all times the highest technical and industry standards. 3. PRICE AND PAYMENT TERMS: 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Twenty Seven Thousand Eight Hundred Fifty-Five Dollars ($27,855.00) (the "Estimate"). Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such Goods and Services within sixty (60) days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are in accordance with the specifications set forth in Exhibit A, are submitted on an invoice that contains the information contained on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. 3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Vendor to City hereunder to exceed the Estimate; unless City has previously agreed, in writing, to pay an amount in excess thereof. 4. WARRANTY: Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by City and/or by Vendor to and accepted by City. pursuant to or as part of that certain City of Carmel Department of Community Services Bid Proposal Package for "Computer Software" received by the City of Carmel Board of Public Works and Safety on or about January 11, 2008„all of-which documents are incorporated herein by reference, and that the Goods and Services will be delivered in a timely,-good and workmanlike manner and free from defect. Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient for their particular purpose. r7T ?ntr mwRw?,ow s?.fa.mxuweeauc sanom C ss.,.,m ao<.raxnwx r. $5 rml I 0 Limehause Software Department ofCommuniry Services -2008 Computer Software, Trainingand Support Appropriation :'# 1 192: 0.6_9i7,816 Contract Not To Exceed $27,855.00 5. TIME-AND PERFORMANCE: This Agreemel become effective as of the last dale on which a party hereto executes same ("Effective Date"), and both parties shall thereafter perform their obligations hereunderinsa timely-manner. Time is of the essence of this Agreement. 6. DiSCLOSURE.AND WARNINGS: If requested by City,,Vendor shall promptly furnish to City, in such form and'detail as City may,direct, a list-of all chemicals; materials, substances and items used in of during the provision of the Goods and Services provided .'hereunder, including' the quantity, quality and concentration thereof and anyother information relating thereto. At the time of the delivery of the Goods and Services provided;`hereunder, Vendor agrees to furnish to City sufficient written.warning and notice (including°appropriatelabels on containers=and packing) of any hazardous material utilized,in or that is ,a part of the Goods and Services. LIENS:. Vendor shall. not-cause or permit the filing of any lien on any of City's' property. In.the'event any such lien is filed and Vendor fails to remove such, lien; With in ten'(1,0).days after the filing thereof,; by payment or bonding, City shall have the:right to.pay such lien or-obtain such bond, all,atVendor's.sole cost'and expense. DEFAULT: In the event Vendor: (a) repudiates, breaches or defauits under any of the terms, or conditions of this, Agreement, including Vendor's warranties, (b) fails to provide the Goods and Services asspecified herein; (c) fails to make. progress so as to endanger timely and proper provision of the Goods and Servicesand'does not icorrect: such failure or breach. within five (5) business - days (or such shorter perod of time as is commercially-reasonable under the.circumstances) after receipt of notice from City specifying,, such failure or breach; or (d) becomes insolvent, is'placed into mceivership,..makes a general assignment tor,fhe benefit of creditors or dissolves; each such event conslitut€ng°an evenYef default Zhereunder, City shall have the right to (1)-terminate alt oranyparts cf"this Agreement, without, liability to Vendor; and. (2)'exercise all other rights and remedies available to City atlaw"andlor in equity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and:maintain.in full force and effect during therterm of this Agreement, with an insurer licensed to do business'in the State of: ndiana, such insufance as, is necessary for the protection of City and Vendor from all claims for damages under any workers' compensation, occupational disease andlor: unemployment compensatiomact; for bodily'injuries including,, but not limited to, personal injury, sickness, disease or death of or to,anyof Vendde's. agents„officers,;emptoyees;.,contractors' and subcontractors; and; for anyihjury, to or destruction of property, including,. but not limited to,°any loss of use resulting therefrom. The coverage amounts shall be no Tess than those, amounts '.set forth in attached Exhibit C. Vendor shall cause it_s insurefs to name Cityas"an additional insured on all.such insurance policies, shall promptly provide City, upon request, with copies of.alltsuch policies, and shall provide that such insurance policies shall not be canceled witttout fhirfy(30)'days prior notice to City: Vendorsha_jPindemnify`and hold harmless City from and against-any and all liabilities, claims, demands orsexpenses (including, but not limited to; reasonable attorney fees) for.injury, death andlor;damages?to, any person or property arising from or in connection with Vendor's -provision of Goods and Serviices°pursuant to or under this Agreement or Vendor's use of City tZ?9ssCA1?fws'm?e+us'nuieioo'oal s'misaVObsVFJmeTwre so?'ue, foo?tisenvtis ere'. i/Eflrzwa ,ass ens :.? 0 Limehouse Software Department of Community Services;-200$ Computer Software; Training, and Support Appropriation tl1 192„,P.O. 417816 Contract Not To Exceed $27,855:00 property. `Vendor further agrees to indemnify; defend and'hold harmless City and its officers, officials, agents and employees from all claims and suits of?whatever type, including, but not limited to, all court casts, attorney fees, and other expenses„ caused by any act or omission of Vendor and/or of any of Vendor's agents,: officers, employees; contractors or subcontractors in the performance of Skis Agreement. These: indemnification obligations shall survive the termination of this Agreerqnt. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules,. regulations and codes which may be: ai'plicable to Vendor's performance. of its obligations under this Agreement, and all relevant provisions'dhereof are incorporated- herein ;by this referende. Vendor agrees•to indemnify and hold harmless Cily from any,loss, damage 'and/or liability resulting from any such violation of such laws; orders, rules,. regulations:and codes. This'indemnifcatjon obligation shall survive the termination of this Agreement. 11. NONDISCPIMINA,TIO,N: Vendor represents and. warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State. of Indiana and City' prohibiting discrimination against any employee, applicant foremployment or otherperson in the provision of.any Goods and Services provided by this Agreement with respect to- their hire; tenure,, terms, conditions and'privilegesof employment and any other matter related to their employment or- subcontracting, because of race, religion,. color, sex,, handicap, national` origin„ ancestry, age, disabled veteran status, and/or Vietnam era veteran. status: 12. NO IMPLIED WAIVER: The failure of either party to require performance>by the other. of any provision of this Agreement 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-piovislon.of. this Agreement constitute a waiver ofsany succeeding breach of the same orany other provision hereof: 13. NON-ASSIGNMENT: Vendor shall not assign orpledge thisrAgreement„wheth6r,as collateral for, a loan or otherwise, and shall not delegate its obligations under this Agreement without City's prior written consent. 14. RELATIONSHIP OF PARTiES:- The relatibnshlo bf the,pzrties hereto shall be as provided for'in-this Agreement, and'neither Vendor nor; any .of.-its officers, employees, contractors-, subcontractors and agents are employees of City. The contract price set forth herein shall be the full',and maximum compensation and meniesrequired of, City to,be paid.fo Vendorunder or pursuant to this Agreement. 15, GOVERNING LAW;,LAWSIJITS'. This Agreement 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.lhat, in the event a,lawsuit 1s filed hereunder, they waive their right to a jury trial, agree to -file any such iawsulf r an appropriate court in Hamilton County, Indiana only, and'agree that such court isthe appropr ate venue for and has jurisdiction over same.. ?z:? A.n?n,. ?a imm??Wn«v?o,:u Semm'S?ugLLiincnwiie SoPxarz Cood? & S:niuv tlo?:ll18'1L'4G I:<3 PMI .. o Linnelrouse Software Department of Commuaily Services;-2008 Computer Software, Training an&Support Appropriation # LI 92; . M,411 78 rfi Contract Not. To Exceed S27,855 00 16. SEVERABILITY: If any term-of this Agreement<is invalid or,unenforceable under any statute,,regulation, ordinarfoe, executive order or other.rule:oflaw, such terror shall be, deemed; reformed.'or deleted; but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall:remain in full forceand effect. 17. NOTICE`. Any notice provided. for in this Agreement will be sufficient ,if it is in,writing and .is delivered by postage prepaid U.S. certified mail, return receipt requested; to. the party-jo be notified at the address specified herein: Ifto.City-. CitybtCamel One Civic Square .Carmel, 1ndi6na.46032 ATTNs Mike Hollibaugh AND Douglas C; Hahey, City Attorney; ,Department of Law One Civic Square Carmel; Indiana 46032 If to Vendor: Limehouse Software Address: 1111 Brickell Avenue, i 1+h Floor Miami, Florida 33131 Telephone 786-777-05;10 E-Maim www.lirnehousesoftware.com ATTENTION: Notrlithstanding,the above; notice of termination under. paragraph 18 hereinbelow.shall be effective if given orally; as long as written notice is then p evided.as sefforth hereinabovewithih five (5) business days from the dateof such oral notice. 18. TERMINATION: 18,1 Notwithstanding anything to fhe.contrary contained in_ this Agreement; City, may, upon notice to. Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient, funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. In the event of such termination. Vendor shall be entitled to receive only payment for the undisputed invoice,amount representing conforming Goods and Services delivered as of;the date of termination; except;that such'payrnent amount shall npf exceed the Estimate amount in effect at the ff a of termination, unless the'partiesh.ave'previously agreed in writing to a greater amount: I Z 'E BUt'M?DOn tlPmR?no¢i15 lE W9V.inuA.nxx son..aR Cmfek Se?:iee :drc.IrzAfICm[iss ant r. (^' V Limehouse,'Software Department of Community,Services -2008 Computer Software; Training and Support Appropriation 4 17 92;, P.O. r ,17816 Contract Not To Exceed $27,855.-06 18.2 Either pa,q hereto may terminate this Agreement at any time upon thirty (30) days prior notice to the other party. In the event-of such termination, Vendorshall be entitled to receive only payment for the undisputed invoice amount_ of conforming Goods and Services' delivered as of the date of termination; except thatsuch payment'ainount shall not exceed the Estimate amount in effect at the time of termination, unless-the parties have previously agreed in writing to a greater amount. 19. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter_into.this Agreement and that4he, persons executing this Agreement have the authority to bind`the party which-they, represent. 20. ADDITIONAL GOODS.AND SERVICES Vendor understands and agrees that City may„from,time to time, request Vendorto provide additional goods and seruices,to City. When City desires additional goods and .services from Vendorr• the City shalt notify Vendor of such additional goods and services desired, as well as the.time.frame in which, same are to:be provided. Ohly after City has approved'Vendor',s?tirne 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. 21. TERM Unless otherwise terminated in accordance with the termination provisions, set forth in Paragraph 18 hereinabove, 4his Agreement shall be, in effect from the' Effective. Date through December 31, 2008, and shall, on the first day of.each January thereafter; automatically:renew fora period of one (1) calendar year, unless otherwise agreed by the parties hereto. 22. HEADINGS All heading.antlesections of this,Agreement are inserted for convenience.onlyand do not form a ,part of this Agreement nor limit, expand or otherwise alter the meaning of any,provision;hereof. 23. 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 Agreement. 24. NO THIRD PARTY-BENEFICIAREES This Agreement gives no rights or benefits to anyone,other'thari City and Vendor. 25, ADVICE OF COUNSEL' The parties warrant that they have read this Agreement!ahd understand it, have had the opportunity to obtain legal advice and assistance of'counsel throughout the negotiation of this Agreement; and`ehler"into same freely, voluntarily, and without any duress„undue influer ce or coercion. ?E IL a.::Jn?cucu ?enn?l'm/.a:?oatk a.tl?bBLLimctp? ?M1wM Goadxk $cM1'?R_ca¢;Irz&RIy1N 1, f5 PM] 5 0 3AMU-2008 WED, I P 08 AM' PAX NO, P. 07 Limehouse Software; -Depuftert of Community SerVims'2068 Gomputen5oftwaee, Training and 5uppon, Appropriationfl M; P.O.017816 CantractNot Ta Eaceed ?2785S?um 26, ENTIRE AGREEMENT: Agreement, together with any exhibits attached hereto' or referenced herein, Wnslltutes, tfie entire This. ., y agr®ement between-Vender and.Gity wrfh respect'ta the subject matter hereof; and supersedes all prior omI or wfitfenrepresentat&s and agreements regarding same. Notwithstanding any,other term or'conditlon set forth herein, but subject-to paragraph 16 hereof, to the extent any term or, condition contained in any exhibit attached to 'this Agreement•-or, in any•dowment referenced herein omntlfcls with any term or condition contained in this Agreement; the-term or oondition; contained in this `Agreemenf shail.govem and prevail., This Agreement-may only tea rmodfiedaby written amendment, executed by both parties hereto, or their successors in interest, IN WITNESS WHEREOF, the parties hereto havwrrla a and!ezecuted this Agreemerit as follgws GiTY`OF CARMEL, INDIANA by and through:its award cf.Public Worts and Safety LIMEHOUSE SOFTWARE. sw 9y: 'Authoriz d Ignetura Printed Name 7* FIDMN: SSN.If Sole P.•ropnetnrr Date, J&&Lwaf 30„ . K ?.wn?e.i e.,?aaaw:ei:?? s;.as: c,im-cw :•a*?y': 6 sm.Iirnehause %M SOFTWARE LIMEHOUSE'SOFTWARE PROPOSAL January 11,,2008 Mike Hollibaugk City of Carmel OnobvicSquare. Carmel IN 46032 Dear Mike, Des Shanahan and .1 have, enjoyed speaking with.. you and Adrienne regarding Limehouse. Software and how our suite cf,software solutions can introduce efficiencies-andtsvings into, your current processs in light of-your upcoming initiative' to update your comprehensive plan coupled `won various neighborhood plans you identified this would be a-great•solulion to provioe those efficiencies and ccst.savings during that process. More importantly; the system offersa rich *citizen experience and can be usedathroughout,your enterprise: During our recent presentation we discussed' how ou"r" solutions help resolve the following. areas of difficulties when creating or'publlshing documents in planning., • Tracking which sections have been assig"'hed to particular project 'team members' • g e tent is in the review or approval.process • Ensuring a 1= po1ect,team members are working on V16 most currenf version • Managingdhe-timeframe for tormattung and,producing.final copies • Meeting publishirg;deadlines Producingprofessional lookingdocuments consistently It was also indicated that the Limehouse solutions 'improve the. following way citizen and stakeholder engagement is conducted and managed • Improved interactivity and accessibility during stakeholder engagemenl. • More efficient use of staff=,time when processing feedback • Improved'manaWrnent and reporting on stakeholder feedback Llmehouse Software's product, uCreale; is designed to streamline the process of updating, collaborating:and publishingAo'cumen{s while decreasing the associated lime and costs. Manage projects and workflow,,keep decuments,up to date, and publish to multipla;formats,automatically _ Documents will have a professional Inek;and'feel while-making,changes'to finished'.formatsand wilt become,a Simplelprocess: 16'addition Lime house offers, uEngage,.tools'do empower organizations to conduct and manage stakeholder engagement. From onlihe question naires'`to' forums, to Interactive documents and, files„ uEngage ensures that 611 yourcitizens:now have a,voice. 1111 6ifckalI Avenue • 11'" Floor Miami, Florida 33131 : Tel 786:777.0510' Fax: 788.773 www.lfinehousesoftware.com n f' "EXHI IT7(051 r/ 0 I M'D Hmehous.e ©0EI•S OFT WARE PROPOSED SOLUTION-for"The City of Carmel, IN u_Create Ule $15,250 ' Includes. _ ? . 1 System Cocrdiinators _ 1 Do' Omerrl _Creators _ 5 Authors. 1 P.utilisFters 1 _ PRF Templates: _ _ lITIVIL Temp ales ,Additional' items: 0, System Coordinators $0. _ 0 Document Creators .$0 0. Authors $a p Publishers $0, 0 PDF Terplates $0 p - HTML Templates - $0t - $0 $15,250. uEngage Lite $9,700 Includes: _ 1 _ S stem Coordinators 1 C-venhCreators? 5 COmmerit Processors j 3eporters Additional Items: 0 _ System Coordinators $0 0 Event Crealors $0 0 Corrrebnt Processors $0 0 Repor(ers :$0 _ _ - $0 $9,700 Continued 4111 Brickcll Avenue • 1.1" Floor • Miami Florida 3313.1', Tel 786777,0510 ,Fax: 766,7770513, www.limehousesoftware:com f "EXHIBIT 0