Foundation Business Systems/ENG/10000/Storm Water inspection softwareFoundation Business Systems, LLC
Engineering Department - 2015
Appropriation #2200- R4350900; P.O. #32627
Contract Not To Exceed $10,000.00
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 Foundation Business Systems, LLC an entity duly
authorized to do business in the State of Indiana ( "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 2200-R4350900 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 Ten Thousand Dollars ($10,000.00) (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 conformance 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, 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.
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Foundation Business Systems, LLC
Engineering Department - 2015
Appropriation #2200- R4350900; P.O. #32627
Contract Not To Exceed $10,000.00
5. TIME AND PERFORMANCE:
This Agreement 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 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 or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other 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 appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
7. 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 within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor's warranties; (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 five (5) business days (or such shorter period 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 receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and /or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation, occupational disease and /or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
fees) for injury, death and /or damages to any person or property arising from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City 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 costs, 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 this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
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Foundation Business Systems, LLC
Engineering Department - 2015
Appropriation #2200- R4350900; P.O. #32627
Contract Not To Exceed $10,000.00
10. 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 Agreement, 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 Agreement.
11. NONDISCRIMINATION:
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 for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
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. E- VERIFY
Pursuant to I.C. § 22 -5 -1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the "Indiana E- Verify Law "), Vendor is required to enroll in and verify the work
eligibility status of its newly -hired employees using the E- Verify program, and to execute the Affidavit
attached herein as Exhibit D, affirming that it is enrolled and participating in the E- verify program and does
not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation indicating that it has enrolled and is participating in the E- Verify program. Should
Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully
comply with the Indiana E- Verify Law as regards each such subcontractor. Should the Vendor or any
subcontractor violate the Indiana E- Verify law, the City may require a cure of such violation and thereafter, if
no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or
those set forth in the Indiana E- Verify Law. The requirements of this paragraph shall not apply should the E-
Verify program cease to exist.
13. 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 provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
14. NON- ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City's prior written consent.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties 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 monies required of City to be paid to
Vendor under or pursuant to this Agreement.
]SAContractsUkaSres & Gads Svcs1tngineerin_ \2015 \Foundation Business Systems, U.0 Gads & Services FORM - WITH E- Verify.doc5 /12/201 i 1124 AM]
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Foundation Business Systems, LLC
Engineering Department - 2015
Appropriation #2200- R4350900; P.O. #32627
Contract Not To Exceed $10,000.00
16. GOVERNING LAW; LAWSUITS:
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 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.
17. SEVERABILITY:
If any term of this Agreement 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 Agreement shall remain in full force and effect.
18. 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 to be notified at the address specified
herein:
If to City: City of Carmel AND Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
Carmel, Indiana 46032
If to Vendor:
Foundation Business Systems, LLC
431 1St Avenue North, Suite 410
Minneapolis, MN 55041
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the 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 payment amount 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.
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination, except
that such payment amount 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.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
)SAConlracisVTcd.Ss'cs k C kds Svcs \:ngineering\201iWoundaiion Business Sssrenss. LLC Goods & Services FORM - WITH F- Veriiy.doc:5/122OI S 1 1:24 AM)
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Foundation Business Systems, LLC
Engineering Department - 2015
Appropriation #2200- R4350900; P.O. #32627
Contract Not To Exceed $10,000.00
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. 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.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2015 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. 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.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5 -22 -16.5, the Vendor shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
27. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
28. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition 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 document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
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Foundation Business Systems, LLC.
Engineering Department - 2015 -
Appropriation #2200- R4350900; P.O. #32627
Contract No( To Exceed $10,000.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By:
4P
ames Brainard,
ate:
Mary Ann
Date:
urke, Memb`.,
�4
Lori S. Watson,
Date:
er
5 ar'(.
Dana Cordray,
Date:
Foundation Business Systems, LLC
By 46la g'&—/
Authorized Signature
Rv 3CIZ7 ,4 - S'HEV)
Printed Name
Title
FID/TIN:
17— Zs / z sc�
Last Four of SSN if Sole Proprietor:
Date: S— /2 — ZOl S--
C'1, pu.HnVY:LAok U J. a.. xu:.., 6';...._ unvr, '."",. . c",i<<s.,,i <uFne,(- MRII k -�.7ii �:,w,.u(tn_ois u:2aAM'
6
Agreement for PermiTrackEsc Application Services
between the City of Carmel, IN and Foundation Business Systems, LLC
1. PARTIES.
This is a contract between Foundation Business Systems, LLC with offices at 431 1st Ave N — Suite 410, Minneapolis,
MN 55401, hereafter referred to as the "Vendor" and the City of Carmel, IN with offices at One Civic Square, Carmel,
IN 46032, hereafter referred to as "Client."
2. PURPOSE.
This Agreement for Foundation Business Systems, LLC PermiTrackEsc Application Services, hereafter referred to as
the "Agreement," is made in consideration of the Client retaining Vendor to provide and maintain the Services
described herein. This Agreement establishes the purpose of the PermiTrackEsc application, its capabilities and
features, term of services, compensation, schedule of payment and specific conditions related to its provision and
use. The PermiTrackEsc application is a web -based erosion/ sediment control permit tracking application accessed
through the www.MyPermiTrack.com client access portal. This application enables administration, reporting and
publication of permitted construction project information, erosion control inspection reports and long -term
Stormwater Management Plan compliance.
3. PROVISIONS.
3.1. DESCRIPTION.
Vendor will provide access to and use of PermiTrackEsc as a MyPermiTrack.com application service for
establishing construction project level information related to administering erosion and sediment control
inspections. This includes unlimited access by the Client via the Internet to setup and administer the program
and by third party users on a permit- specific basis as designated by the Client within the Application. The
Application also includes a map -based user interface for public access that can be enabled at the Client's
option.
3.2. ACCESS.
PermiTrackEsc provides all subscription users with access to a project information summary, inspection reports
and access to all supporting documents provided for project access. Access to these documents is also
available through the map -based public interface, if enabled by the Client. This Agreement authorizes
concurrent users related to the Client's administration and use of PermiTrackEsc and all third party users
created within PermiTrackEsc to each independently use PermiTrackEsc from separate locations via Internet
access.
4. SERVICES.
4.1. GENERAL.
The Vendor will provide the Client with the means to access PermiTrackEsc using a web browser via Internet
access for entry, administration and reporting of information. This Agreement does not include provision or
maintenance of the Client's connection to or via the Internet. These services will be delivered via the Internet
and are defined as set forth in "Provisions" to define specific subscriptions, Client customizations and
additional offerings.
4.2. CAPABILITY AND FEATURES.
PermiTrackM54 provides the ability to enter, administer and report information in support of construction site
erosion and sediment control inspections or post- construction BMP inspections required under the Client's
NPDES permit using a web browser via the Internet. PermiTrackEsc enables management of Client's inspection
records or those of other parties authorized by the Client within the application to record inspections.
More specifically, PermiTrackEsc will provide these key capabilities and features:
4.2.1. Project Setup: Permitted project setup by Client staff or others as authorized by Client staff, with ability
to store key project documents (permits, design files and construction drawings) within PermiTrackEsc.
FBS PermiTrackEsc Page 1 of 6
EXHIBIT _A_
Agreement for PermiTrackEsc Application Services
between the City of Carmel, IN and Foundation Business Systems, LLC
4.2.2. BMP Library: Definition of standard or Client defined Best Management Practices (BMPs) specific to
each project at setup.
4.2.3. Project Types: Client defined and labeled Project Types and user subsets (Groups) to facilitate access
and management.
4.2.4. Inspection Forms: Project specific Inspection Form created from the project setup step and accessible
by standard computer access or mobile wireless equipment.
4.2.5. Maintain Data: Centrally maintain all Application and Client data on secured web server equipment
with systematic daily record backup and available for Internet access by authorized users.
4.2.6. Public Access: Public access to active permitted construction project permit, design and inspection
records, at Client discretion, using a map -based interface with ability for viewers to provide electronic
feedback to responsible parties. This feature is available only for projects that are set up with accurate
latitude and longitude data and when set to an "Active" project status.
4.2.7. Record Access: Long -term access to project records for stormwater management facility maintenance
within PermiTrackESc•
4.2.8. Event Notification: Event notification feature for communication to selected or all active users within
the Client subscription.
4.2.9. Automatic Reminders: Automatically generates email reminders to responsible parties for projects not
inspected within two user - selected time periods.
4.2.10. Report Distribution: Integrated communication capability to provide designated responsible parties a
copy of documents saved in final form within the inspection process.
4.2.11. Custom Reports: Project reporting function for designated activity periods with report output in PDF
(Portable Document Format) or Microsoft Excel format.
4.2.12. Contractor Inspections: Ability of Client to authorize third party users within the Application for
inspection of permitted construction projects. Access by these users is limited to viewing project setup
information and the ability to create, edit and save project inspection reports.
Additional capacities and features as developed and deployed in subsequent PermiTrackEsc updates or releases
within this application platform are included as part of this service through the term of the Agreement.
4.3. TECHNICAL APPLICATION SUPPORT (TAS).
TAS is defined as providing assistance on how to use the application from a technology perspective within a
web browser. (i.e. -The end user of the application does not understand how to use the application command
structure.) TAS does not include assistance to Client, for Client internal or remote connectivity issues, network
access, browser incompatibility issues, software installations, configurations or other technical problems that
reside on the Client side that result in an inability to access or use the Client Portal Services. This service also
includes, but is not limited to:
4.3.1. TAS contact information for Client, provided via a "Support" link within the application.
4.3.2. TAS is for Client system users designated as "Client Administrators" provided by phone and direct
email.
4.3.3. All upgrades of the current subscribed platform developed and released for use during the term of the
Agreement.
4.4. PRODUCT INITIATION.
Product Setup and Training is not provided or included as part of this Agreement.
FBS PermiTrackESc Page 2 of 6
EXHIBIT
Agreement for PermiTrackEsc Application Services
between the City of Carmel, IN and Foundation Business Systems, LLC
4.4.1. User Manuals: Electronic versions of product user manuals are made available to all clients upon
request, at no charge.
4.4.2. Setup and Training: The initial data loading of the application is the sole responsibility of the Client.
However, Vendor offers initial setup of PermiTrackEsc for the Client and customized training workshops
separately by certified PermiTrack trainers through Authorized PermiTrack Business Partners. Client
may opt to secure the services of an Authorized PermiTrack Business Partner for these services outside
the scope of this Agreement. All such setup and training service fees and related expenses will be
coordinated with the Authorized PermiTrack Business Partner.
4.5. PRODUCT SUPPORT.
Vendor will provide basic "How -to" type support to Client system users designated as "Client Administrators"
for the duration of all active Service Attachments. This service also includes, but not limited to:
4.5.1. Product Support Contact Information: Provided via a "Support" link within the application for Client
system users designated as "Client Administrators" and provided via phone at 612 - 284 -6333 or direct
email at support @mypermitrack.com.
4.5.2. Client Administrators: User skill development for PermiTrackM54 is supported per request in person or
via web - conferencing tools to facilitate communication.
4.5.3. User Support: Vendor will provide information and guidance ,document suggestions for staff or third
party user training to Client Administrator for their independent use.
4.5.4. Product Support Resources: Items such as "How -to," FAQ, Help and downloadable electronic
document resources are available to Client Administrator, Client Users and Client Partners of our
products via the application, MyPermiTrack.com.
4.5.5. All other Product Support Related Needs: Users designated as "Client Users" or "Client Partners" of
the system shall seek assistance from their "Client Administrators."
4.5.6. Advanced Product Support: Analytic Review, Auditing, Data Review and other Consulting Services are
not included in Product Support of this Agreement. Advanced Product Support for all users of the
system is available at the rate of $150 /hour and billed in fifteen (15) minute increments. Advanced
Product Support can also be purchased at discounted rates for extended coverage in excess of the
aforementioned. Please contact MyPermiTrack.com or your authorized MyPermiTrack.com Business
Partner for additional details and packages.
4.6. OWNERSHIP OF SYSTEM AND DATA.
The Client acknowledges that all program files are the sole ownership of Vendor and Vendor acknowledges
that all Client - provided data is the sole ownership of the Client. Vendor reserves the right to download the
Client's database files for maintenance and backup purposes of Vendor's program files.
Professional services to review or revise Client data or information entered into the application are not
included in this service or by this Agreement. Vendor is not responsible and assumes no liability of data
entered, its accuracy or content, by the Client or any Third -Party the Client authorizes and or grants access to
their application. Assistance with such services can be provided by the Vendor, if separately authorized.
4.7. USE OF SYSTEM AND ACCESS.
Vendor grants the Client unlimited use of the administrative portion of their system by Client employees. The
Client is not authorized to give any other organization administrative access to the system or otherwise share
the system with anyone outside the Client organization beyond the defined uses of the application. Vendor
reserves the right to immediately cancel service if this is not observed.
FBS PermiTrackEsc Page 3 of 6
Agreement for PermiTrackEsc Application Services
between the City of Carmel, IN and Foundation Business Systems, LLC
5. COMPENSATION.
5.1. PROJECT FEE
The Client agrees to pay Vendor $89.00 Per Project as a one -time fee per project entered in PermiTrackEsc.
This fee includes unlimited client users, unlimited client partners and technical support assistance as defined in
the Agreement. Additional services not authorized by this Agreement, if requested, may be offered via
subsequent amendment of this authorization.
5.2. INVOICING
Vendor will invoice Client quarterly for all projects that were created in the application within the previous
quarter unless otherwise arranged with the Client.
6. AMENDMENT.
This contract shall be binding on the parties hereto, their respective heirs, devisees, and successors, and cannot be
varied or waived by any oral representations or promise of any agent or other person of the parties hereto. Any
other change in any provision of this contract may only be made by a written Agreement Addendum, signed by the
duly authorized agent or agents who executed this contract.
7. TERM AND EFFECTIVE DATE.
This Agreement authorizes full use of PermiTrackEsc beginning on the effective date of this or prior Agreement
authorizations.
This Agreement will be annually renewed by Vendor on behalf of the Client, keeping set terms and compensation,
until either the stated Agreement Expiration date has matured or either Client or Vendor has terminated this
agreement as defined within the Agreement.
Effective Date of Services: January 1, 2015
Agreement Expiration Date: Annual renewal until terminated by either party.
8. CONFIDENTIALITY OF AGREEMENT.
Vendor recognizes and acknowledges that this Agreement creates a confidential relationship between Vendor and
the Client and that information concerning the Client's business affairs is confidential in nature. All such information
concerning the Client is hereinafter collectively referred to as "Confidential Information."
9. NON - DISCLOSURE.
Vendor agrees that, except as directed by the Client, it will not, at any time during or after the term of this
Agreement, disclose any Confidential Information to any person whatsoever, and that upon the termination of this
Agreement, Vendor will turn over to the Client database files (in a format mutually agreed upon at the time of
termination), documents, papers, and other matter in its possession or control that relate to the Client.
10. PERMITS AND LICENSES.
Vendor shall, at its expense, procure all licenses and permits which are required to lawfully render the services and
agree to comply with all the statutes, ordinances and regulations which are applicable to the conduct of its services
hereunder.
11. REMEDIES OF BREACH.
If either party breaches the above Agreement, the offended party shall have the right to apply to a court of
competent jurisdiction for an injunction to restrain the offending party from employing such actions and for an order
to enforce the terms of this section so breached and to recover any actual damages (limited to the total sum of
money expended pursuant to this Agreement), reasonable attorney's fees and court costs that the party shall have
lost as a result of the breach.
FBS PermiTrackEsc
Page 4 of 6
EXHIBIT A
Agreement for PermiTrackEsc Application Services
between the City of Carmel, IN and Foundation Business Systems, LLC
12. TERMINATION.
If one party (offending party) breaches one or more obligations hereunder, the other party (offended party) shall
give the offending party notice which shall specify the nature of the breach. The offending party shall then have
thirty (30) days from the receipt of such notice to remedy the breach for which such notice has been given. If at the
end of such thirty (30) day period, the Offending party has not cured the breach, the Offended party may thereupon
terminate this Agreement by giving the offending party a written notice of termination and at the expiration of the
14th day following the delivery of such notice, the Agreement shall be deemed to be terminated and the offended
party shall be relieved from further performance of its obligations hereunder.
12.1.TERMINATION BY VENDOR.
12.1.1. Notwithstanding the previous section, Vendor may terminate this Agreement upon 30 days prior
written notice if the Client fails to pay Vendor in accordance with the provisions of above Agreement.
12.1.2. The Client is not authorized to give any other organization administrative access to the system or
otherwise share the system with anyone outside the Client organization unless specifically defined by
authorized Service Addendum(s). Vendor reserves the right to immediately cancel service if this is not
observed.
12.2.TERMINATION BY CLIENT.
12.2.1. The Client may terminate this Agreement when it determines that termination is in the best interests
of the Client by giving Vendor thirty (30) days written notice of the termination. If the Agreement is terminated
per this section, Vendor shall be paid its fee for all services rendered to date of termination.
13. SEVERABILITY.
If a court holds any part, term, or provision of the Agreement to be unenforceable, the validity of the remaining
portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and
enforced as if this Agreement did not contain the particular part, term, or provision. The parties agree that any
Agreement by the Client to indemnify shall be construed to be enforceable to the maximum extent allowed by law.
14. HEADINGS.
The headings that appear in this Agreement have been inserted for the purpose of convenience and ready
reference. They are not intended to and shall not be deemed to define, limit or extend the scope or intent of any
provision thereof.
15. CLIENT'S AUTHORITY.
The Client represents and warrants to Vendor that the Client has the requisite power and authority to enter into and
perform the terms of this Agreement and that the Client has done and will continue to do all things necessary so
that this Agreement will be valid, binding, and legally enforceable upon the Client.
16. ASSIGNMENTS.
This Agreement is not assignable by either party without the prior written consent of the other party, except for an
assignment by either party to a parent or a controlled subsidiary of that party.
17. LIMITATION OF CLAIMS.
Claims of either party against the other must be presented to the other party in writing within one year of the date
of discovery of the basis of the claim or the time allowed in the applicable statute of limitations, whichever is longer.
18. CONSEQUENTIAL DAMAGES.
The parties agree that in no case shall Vendor or the Client be liable for any loss of business, consequential, or
indirect damages.
19. GOVERNING LAW/ VENUE.
FBS PermiTrackEsc
Page 5 of 6
EXHIBIT
Agreement for PermiTrackEsc Application Services
between the City of Carmel, IN and Foundation Business Systems, LLC
This Agreement shall be governed by the laws of the State of Client residence. Venue for any legal action shall lie in a
court of competent jurisdiction with in county of which Client resides, or in the presiding United States District Court
of the state of residence.
20. ENTIRE AGREEMENT AND NOTICE.
This Agreement contains the entire understanding of the parties and may not be amended without the specific
written consent of both parties. Any notice given under this Agreement shall be sufficient if it is in writing and if sent
by certified or registered mail.
IN WITNESS WHEREOF,
The Client and Vendor have duly executed this Agreement as accepted and approved on this day of
January 2015.
Client: City of Carmel, IN
By
Printed Name, Title
Vendor: Foundation Business Systems, LLC
Robert A. Shevik, President
All inquiries related to this Agreement or inquires related to Client's account, subscription, invoicing, payments, W9
copies, scheduling of appointments, training, webinars, technical support and inquires about additional products or
services, please remit your inquiries to:
MyPermiTrack.com Customer Care By Postal Mail
(612) 284 -6331 main
(612) 284 -6330 fax
contactus @mypermitrack.com
FBS PermiTrackEsc Page 6 of 6
MyPermiTrack.com
Foundation Business Systems, LLC
431 1st Ave N, Suite 410
Minneapolis, MN 55401
EXIT, T
A Ly 01 L
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ONE CIVIC SQUARE
CARMEL, INDIANA 46032 -2584
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
11
••••••••�..� ...•PAIL IMA CACIVIrI
CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
35- 60000972
PURCHASE ORDER DATE
PURCHASE ORDER NUMBER
3295;
THIS NUMBER MUST APPEAR ON INVI
VOUCHER, DELIVERY MEMO, PACKII
SHIPPING LABELS AND ANY CORRESPI
DATE REQUIRED
REQUISITION NO.
VENDOR NO.
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DESCRIPTION
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DEPARTMENT
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PROJECT I PROJECT ACCOUNT
AMOUNT
SHIPPING INSTRUCTIONS
• SHIP REPAID.
• C.O.D. SHIPMENTS CANNOT BE ACCEPTED.
• PURCHASE ORDER NUMBER MUST APPEAR ON ALL
SHIPPING LABELS.
• THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
DOCUMENT CONTROL NO. 32 9 35
ORDERED BY
TITLE
CLERK - TREASURER
VENDOR COPY
PAYMENT
• NP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O.
NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND
VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED.
1 HEREBY CERTIFY THAT TH ' E IS AN UNOBLIGATED BALANCE IN
THIS APPROPRIATION SUF ' 71 T AY FOR TH ABOVE ORDER.
47;;01-2-re-4-1_
CONFIRMATION
BLANKET
CONTRACT
PAYMENT TERMS
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DESCRIPTION
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EXTENSI(
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2200 -- rz 4- t 5 o ci 00
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DEPARTMENT
ACCOUNT
PROJECT I PROJECT ACCOUNT
AMOUNT
SHIPPING INSTRUCTIONS
• SHIP REPAID.
• C.O.D. SHIPMENTS CANNOT BE ACCEPTED.
• PURCHASE ORDER NUMBER MUST APPEAR ON ALL
SHIPPING LABELS.
• THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
DOCUMENT CONTROL NO. 32 9 35
ORDERED BY
TITLE
CLERK - TREASURER
VENDOR COPY
PAYMENT
• NP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O.
NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND
VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED.
1 HEREBY CERTIFY THAT TH ' E IS AN UNOBLIGATED BALANCE IN
THIS APPROPRIATION SUF ' 71 T AY FOR TH ABOVE ORDER.
47;;01-2-re-4-1_