Verizon WirelessVerizon Wireless
Wireless Telephone Equipment and Service
Admin, Fire, Comm, DOCS, Police Dcpts. 2001
P.Os ~4944, 9650, 4084, 4375, and 6250
Contract Not To Exceed $56,000.00
APPROVED, AS 10
FORM
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 Verizon Wireless ("Vendor"), to provide to City certain equipment and services
as described herein and in the attached "Contract for Services" between Vendor and the Division of
Information Technology, Indiana Department of Administration (the "State Contact").
TERMS AND CONDITIONS
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.
PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") described in attached
Exhibit A from appropriated City funds. Vendor agrees to provide the Goods and Services and to
otherwise perform the requirements of this Agreement.
PRICE AND PAYMENT TERMS:
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 thirty (30) 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, and are submitted on an invoice that
contains the information contained on attached Exhibit B.
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.
,
GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all present and future 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.
NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all existing and future 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
Verizon Wireless
Wireless Telephone Equipment and Service
Admin, Fire, Comm, DOCS, Police Depts. 2001
P.O. #4944; 9650, 4084, 4375, 6250 (respectively)
Contract Not To Exceed $56,000.00
origin, ancestry, age, disabled veteran status and/or Vietuam era veteran status. City reserves the
right to collect a penalty as provided in IC 5-16-6-1 for any person so discriminated against.
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:
Ifto City:
City of Carmel
One Civic Square
Camel, Indiana 46032
ATTN: James Kinder
(with a copy to City Attorney,
One Civic Square, Carmel, 1N 46032)
If to Vendor:
Verizon Wireless
250 E. 96th Street, Suite 175
Indianapolis, 1N 46240
ATTN: Michael Meier, Major Account Manager
(with a copy to Verizon Wireless Legal Department
1515 Woodfield Rd., Schaumburg, IL 60173 )
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.
TERM
This Agreement shall be in effect from the Effective Date through December 31, 2001, 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.
10.
Included Documents: This Agreement and the following documents which are attached hereto or
incorporated herein by reference are listed in descending order of their preference in the event of a
conflict, and comprise the entire agreement between the parties hereto:
This Agreement
Exhibit A to this Agreement
Exhibit B to this Agreement
The State Contract, attached as Exhibit C to this Agreement
11.
ENTIRE AGREEMENT:
This Agreement supersedes all prior oral or written representations and agreements regarding the
subject matter hereof, and may only be modified by written amendment executed by both parties
hereto, or their successors in interest.
Verizon Wireless
Wireless Telephone Equipment and Service
Admin, Fire, Comm, DOCS, Police Depts. 2001
P.O. #4944; 9650, 4084, 4375, 6250 (respectively)
Contract Not To Exceed $56,000.00
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
VERIZON WIRELESS
Printed Name
FID/ssN:
Date:
Business Sales
veril'Orlwireless
Verizon Wireless
250 E, 96th Street, USA
Suite 175
indianapolis, Indiana 46240
Phone 317 648-0162
Verizon Wireless Government Offer for the City of Carmel
Because Verizon Wireless won the bid and was chosen by the State of Indiana for
their wireless voice and data needs any city, county and local government agency
can buy off of the Quantity Purchase Agreement (QPA) that is in place with the
state of Indiana.
What this means to you:
Choice of three tri-mode digital phones at no cost (pictures enclosed).
Motorola V120
Audiovox 910Q
Kyocera 2035
Deep discounts on price point handset models and accessories (prices enclosed).
Free rapid charging cigarette lighter adapter (with any phone).
Free'calling features:
Call waiting, 3-way conference calling, call foreword, no answer transfer
Summary billed (ff preferred)
Detailed billing (call detail per cellular line)
Basic voice mail upon request
15% discount off published rate plans (rates enclosed).
No Activation Fee.
Add $9.99 to any published rate plan gets 1000 extra minutes to be used mobile to
mobile on any Verizon Wireless phone.
2-way text messaging capabilities to receive, respond to or originate a text message.
No monthly fee, pay only to send (.10) or receive (.02)
$2.99 per month per phone 100 messages (sending or receiving)
$7.99 per month per phone 600 messages (sending or receiving)
Can change rate plans up OR down at anytime throughout the agreement.
Local support ( Major Account Manager and an Assistant) and a regional call
center specifically created and designed for major accounts.
Our digital network is CDNIA and is a secure true digital technology.
We will be 911 phase 2 compliant by October. You do not need to switch handsets
to be compliant this is network based.
Replacement handsets for the free phones will cost $79.00.
This does require a two (2) year commitment.
Please call or eraall with any further questions or if I can be of assistance in any
other way.
Michael Meier
Verizon Wireless
Major Account Manager
317.695.7544
michaeLmeier@verizonwireless.com
0
Name of Company:
Address & Zip:
Tdepho t~e No.:
Fax No.:
proiect Name:
Invoice No:
Person Providing
Goods/Services
Date
Goods/
Service
Provided
EXHIBIT B
Invoice
Goods/Services Provided
(Describe each good/service
separately and in detail)
Date:
Goods
Cost Per
Item
.Services
FIourly
Rate/
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
CONTRACT FOR SERVICES
This contract is between The Division of Information Technology, Department of Administration, Indiana
Government Center North, 100 Senate Avenue, Room N551, Indianapolis, Indiana, 46204, on behalf of All
State agencies (hereinafter referred to as "State") and GTE Wireless Inc. 250 East 96"1 Street, Indianapolis,
Indiana, 46240, (hereinafter referred to as "Contractor").
WHEREAS, the State desires to contract for services in the area of wireless telephone equipment and
service throughout the State; and WHEREAS, Contractor is willing to provide such services;
NOW, THEREFORE, the above-named parties enter into this contract upon the following terms and
conditions:
Duties of Contractor: The Contractor, in consideration of the terms and conditions of this Contract, agrees
to provide the State,with the level and quality of Services set forth in this Contract, the Invitation to Bid
CITB") and Contractors bid (the "Bid"), which are attached and incorporated by reference into this
Contract. The Contractor shall provide the following services relative to this Contract:
A. Contractor is responsible for supplying a completely operational service, including all'
equipment, cables, connectors, documentation, and other items of equipment and
telecommunications services necessary. to that end. All items will be newly manufactured and
not used, remanufactured, or refurbished.
B. Contractor will provide only approved equipment, and accessories as presented in the Bid.
Any replacement equipment must be approved by the Division of Information Technology in
writing, but will only be approved if the replacement items meet or exceed the ~pecifications oF
the equipment. and the price for the substituted item is at or below the price quoted in the bid.
Contractor is encouraged to present new and improved models to the State as new equipment and
technologies develop.
C. Contractor will provide all necessary accessories for the operation of the equipment at no
additional cost to the State. Items included are 9hargers and cigarette lighter adapters.
Additional items such as cases, standard and extended life batteries will be made a\;ailable to the
State at an additional discounted price.
D. Contractor wi [l warrant, and guarantee for the term of the original mamtfacturers warranty all
equipment and accessories against all deti~cts in material and workmanship. including, but not
limited to. alI mechanical and electrical defects, and warrants that the equipment shall conform
100% to the specifications provided on the equipment specification sheet(s). Contractor nmst
replace any defective equipment or component. All equipment must be newly manufactured and
shall be subject to all specifications for the equipment.
E. If, at any time in the future it is shown that the supplied service or equipment is not 100%
compatible with the specification or standards in quest on, and that the lack ,!f compatibility is
adversely affecting the Service performance. the Contractor must replace. at the Contractor's own
expense, whatever components of the service are necessary in order tO bring the service into
compliance with the specifications or standard.
F. Contractor will provide a replacement or Ioaner phone, which is functionally equivalent, at no
charge to the State, in order to maintain the system while warranty repairs are being completed.
G. Contractor will deliver all equipment and accessories F.O.B. destination point. Contractor
bears the entire responsibility, cost, and risk of loss for the equipment and accessories prior to its
actual delivery and installation and during any subsequent transportation supplied by the
Contractor in the event the service.is rejected or in performance of any installation, maintenance,
or other warranty services.
H. Contractor will accept the State's thirty (30) calendar day acceptance period. If the equipment
fails to operate in good working order, contains defective or improper materials, or otherwise
fails to meet any specification, the State may reject, in whole or in part, the service, or allow the
Contractor the opportunity to immediately cure the defect within a stated time period and permit
a restart of the thirty (30) day acceptance period.
I. Contractor will immediately remove any equipment rejected by the State at the Contractor's
................ ~.~~n'd'lT~bility.~C6~rfa~r6Fs'i~TF~'dr~sp~s~6Te76FalFiFF'~gF~efi~'~urn as
well as the entire cost and liability associated with any item(s) returned. Failure to remove the
equipment promptly shall entitle the State to charge a reasonable daily rental fee.
J, Contractor will provide a toll flee point of access for problem reporting that is staffed twenty-
four hours a day, seven days a week. The Contractor must respond to trouble reports within txi,'o
hours of notification by phone. For purposes of definition, a "response" is considered to be the
actual physical process of resolving the problem and not merely the process of taking the report
for later action. A verbal report oftrouble clearance shall be furnished within one hour of~he
trouble clearance.
K. Contractor will respond to all Division of Information Technology administrative telephone
calls within 48 hours, between the hours of 7:30 a.m. and 4:30 p.m. Monday through Friday.
L. Contractor will administer and forward an "administrative" fee payable to the. Division of
Information Technology on a monthly basis for each new cellular activation according to the
terms and conditions as set tbrth in Attachment G, which is herein incorporated by reference This
includes any cellular service that is being transferred from other cellular vendors to the
Contractor's service. An itemized report of all new activation's and transfers will accompany the
check provided to the State.
M. Contractor will provide detailed billing for all State cellular accounts at no additional cost to
the S late.
N. Contractor will provide training, free of charge, to State of Indiana emplc, yees on the features
and operation of their wireless phones as requested. Said training will be provided on State
premises by a person certified and experienced in the use of the telephones. Contractor requires
a minimum of 5 state employees in attendance.
O. Contractor personnel shall be sufficiently qualified, adequately trained, and duly certified to
perform any maintenance or repair services.
P. Centfactor must ensure the reliability and security of the services. In the event of telephone
fraud "cloning," the Contractor must be proactive and advise the State (User) in a timely manner
to ensure that only authorized calls are being made. The Contractor will not suspend service
without first contacting the Division of Information Technology and the appropriate using
agency.
Q. Contractor will not Order or place any cellular telephone service without appropriate
authorization from the Division of Information Technology or authorized agencies.
g. Contractor will provide the Division of Information Technology with a stock of three to five
emergency loaner phones that can be activated on the same day that the Division of Information
Technology contacts the Contractor. Phones will be returned to the Division of Information
Technology stock once user phone is back in service.
2. Consideration: The Contractor will be paid at the rates indicated in .the attached price schedule as' total
remuneration under this Contract for all equipment and services performed. Contractor will be paid at the
rates indicated in Attachment A. which is heroin incorporated by reference.
3. Term: This contract shall be for a period of 24 months. It shall commence on/7~10 l/j' ~000 or the
date of final State approval, and shall terminate on Feb }c)t ~00~)-, or 24 months after date of final
approval, whichever is later.
Independent Contractor: Both parties hereto, in the performance of this contract, wiil be acting in an
individ'tGl capacity and not as agents, employees, partners, joint ventures or associates of one another. The
employees or agents of one party shall not be deemed or construed to be the employees or agents of the other
party for any purposes whatsoever. Neither party will assume any liability for any injury (including 4oath) to
any persons. or any damage to any property arising out of the acts or omissions of the agents. employees or
sUbcontractors of the other party
The contractor shall be responsible for providing all necessary unemployment and workmenys compensation
insurance for his/her employees.
Work Standards: The contractor agrees to execute its respective responsibilities by ti311owing and applying
at atl times the highest professional and technical guidelines and standards. If the State becomes dissatisfied
with the work product or the working relationship with those individuals assigned to work on this Contract,
the State may request the replacement of any or all such individuals.
Public Records Law: This contract iS subject to the Indiana Public Records Act, IC 5-!4-3-1 el. Seq.
· Contractor understands and expressl.v agrees that the entire contents of this Contract, including pricing or
any attachment or referenced document is subject to the inspection of and disclosure to any party, including
copying without any limitation whatsoever.
Access to Records: The contractor and his subcontractors shall maintain all books. documents, papers,
accounting records and other evidence pertaining to the cost incurred and shall make such materials
available at their respective offices at all reasonable times during the contract period and for three (3) years
from the date of final payment under the contract, for inspection by the State or by any other authorized
representative of the State Government and copies thereofshalI be furnished at no cost to the State if
requested.
(b)
8. Nondisclosure:
(a) Contractor understands that, during the time of its performance for the State, it may be necessary, to
disclose information, data and concepts, which are of a highly confidential or sensitive nature.
Contractor expressly agrees that it shall maintain this data in confidence and that Contractor shall not
use this data for any purpose other than its performance for the State under this Contract. No
obligation of confidentiality shall apply to ideas, concepts, know how or techniques related to the
information handling business.
Contractor further agrees to have any of its employees, agents, or representatives, who may be
required to work with such data in the performance of Contractor's work for the State, to comply
indivi'duaily with c onfiden~ra'itty~randardrlnclua~'~fyy ~rsonal screenin~ of its perso!e
State for security purposes.
(c.) The State shall hold in confidence information designated by the Contractor to be of a confidential
nature only as allowable under IC 5-14-3.
9. Assignment of Claims: Neither party shall see, assign or pledge this Contract as collateral for a loan or take
any other action which may tend to encumber the direct contractuaI relationship between the State and the
Contractor without first obtaining the express written consent of the Commissioner of the Department of
Administration and the Attorney General.
10. Assig~nlent: The contractor shall not assign or subcontract the whole or any pan of this contract without
the Staro's prior written consent. The contractor understands that payment assignments are payable only to
FDIC Certified financial institutions. Furthermore, the contractor acknowledges and understands that he or
she is not released of its contractual obligation to the State of Indiana. Rather, the payment assignment is
only a means to facilitate payment.
11. Subcontracting:
(a) Contractor must obtain the approval of the Department of Administration before subcontracting any
or all portions of this contract. This limitation shall not apply to the purchase of standard
commerciaI supplies or raw materials.
(b) Contractor shall be responsible for Contract performance and compliance with the terms and
conditions of the Contract. Contractor agrees to require alI subcontractors to follow the'
requirements of Federal and State equal opportunity and affirmative action statutes, rules and
regulations.
12. Successors and Assignees: The contractor binds his successors. executors, administrators and assignees to
all covenants of this contract. Except as above set forth, the contractorshall not assign, sublet or transfer its
interest in this contract without the prior written consent of the State of Indiana.
13. Force Majeure; Suspension and Termination: In the event that either party is unable to perform any of its
obligations under this contract or to enjoy any of its benefits because of(o'r if failure to perform the Services
is caused by) natural disaster, actions or decrees of governmental bodies or communication line failure not
the fault of the affected party (hereinafter referred to as a "Force IVlajeure Event"), the party who has been so
affected shall immediately give notice to the other party and shall do everything possible to resume
performance. Upon receipt of such notice, all obligations under this contract shall be immediately
suspended. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force
Majeure Event, the party.whose ability to perform has not been so affected may by giving written notice to
terminate this contract.
14. Renewal Option: This contract may be renewed subject to the approval of the Commissioner of the
Department of Administration and the State Budget Director in compliance with IC 5-22-17-4. The term of
the contract, including any renewals, may not exceed four (4) years.
15. Multi-term Funding Cancellation Clause: When the Director of the State Budget Agency makes a written
determination that funds are not appropriated or otherwise available to support continuation of performance
..... of tl~'i~'e~tract, the con'rr~'~x:h"ai'~Jye'c~'tr~'e'I~d. A d~termiffaffdn~y rh~ Budget Dir~'ctor that funds a~.ri6t
appropriated or otherwise available to support continuation of performance shall be final and conclusive.
16. Termination For Convenience: This contract may be terminated, in whole or in part, by the State
whenever, for any reason, the State determines that such termination is in the best interest of the State.
Termination of services shall be affected by delivery to the contractor of a Termination Notice at least thirty
(30) days prior to termination effective date, specifying the extent to which performance of services under
which such termination becomes effective. The contractor shall be compensated for services rendered prior
to the effective date of termination. The contractor shall be compensated for services herein provided but in
no case shall total payment made to contractor exceed the original contract price or any price increase be
allowea ~n individual line items ifcanceled only in part prior to the original termination date.
17. Payments: All payment obligations are subject to the encumbrance of monies and shaIl be made in arrears
in accordance with Indiana law and the State fiscal policies and procedures and in this regard the contractor
agrees to execute such state payment (invoice) forms not inconsistent herewith. Contractor may not submit
claim forms before the services have been performed.
18. Taxes: The State of Indiana is exempt from State. Federal and local taxes. The State will not be responsible
for any taxes levied on the contractor as a result of this contract.
19. Risk of Loss: Contractor bears the entire responsibility, cost and risk of loss for equipment or any
component while under Contractor's custody or control prior to its actual delivery to its intended destination
and installation and during any subsequent transportation supplied by the Contractor in the performance of
any installation, maintenance or other warranty services.
20. Contract Administration:
(a) The Contractor shalI designate an individual and a backup individual as the central persons for the
contract and contract performanc~ ~ssues (provide names~ titles, area of responsibility. phone
number, etc.)
(b) Contractor acknowledges and agrees that Division of Information Technology shall serve as the
prime representative for all communications between the Contractor and the State for any and
services provided under this contract. Contractor shall make any reports, presentations, proposals,
memorandums or writings solely to the Division olinformation Technology, unless the Division'of
Information Technology otherwise permits in advance certain types or limited scope of direct contact
with the contracting agency.
(c) Unless otherwise agreed to between the State and Contractor, Services shall be performed on State
and County premises. The State will provide only reasonable access and accommodations while the
Contractor is performing work onsite necessary to the task at hand. Should a dispute arise over such
support, the State retains the sole discretion ultimately to decide what will be provided to Contractor.
21. penalties/Interest/Attorney's Fees: The State will in good faith perform its required obligations hereunder
and, does not agree to pay any penalties, liquidated damages, interest, or attorney's fees, except as required
by Indiana law, in part, IC 5-1.7-5-1, et seq., IC 34-2-22-1 et seq. and IC 34-4-16-1. let seq.
22. Contract Personnel: Contractor shall at aI1 times employ qualified and sufficient personnel for prosecuting
..... work{.xrrf~l-eomt~etirdn in the manner and response-tim~ requiredv.~Z:ontractot furtl~erq:rnd~rsmmls that~tl're' '
State has relied on the qualifications of Contractor's personnel as one of the main criteria for awarding this
contract. Accordingly, the key personne! listed in the Bid shall be the personnel assigned to perform this
contract. If contractor decides in it's sole discretion to replace an employee on this account Contractor shall
timely replace the employee with a person of equal or greater skill and expertise to continue performance of
the contract. Contractor shall bear all cost and responsibility for insuring that replacement personnel are
trained and prepared to assume the tasks of the previously assigned employee immediately without causing
delay or inconvenience to the State.
23.
Notices: Notices to either party shall be in writing and sent to the business address indicated heroin or at
such ca'I~i:r address as either party may later designate for itself in writing. Notices shall be deemed effective
when received or 24 hours following date of postmark, if sent by prepaid certified mail, return-receipt
requested.
24. Survival Beyond Completion: The terms. provisions, representations and warranties contained in this
contract shall survive the deliver}' of the Services and the payment of the charges for the Services.
25. Changes: All changes to this Contract shall be by formal amendment and shall be signed by all parties
required to affix their signatures thereto by indiana law.
26. Warranty: For each service, Contractor warrants that it will be performed in a professional and
workmanlike manner and according to all terms of the ITB, the Contractor's Bid, and the General Statement
of Work.
27. Incidental Costs: Contractor shall be responsible for any and all costs associated with.travel. lodging.
telephone. parts or supplies shipment, handling, administrative and any other out-of-pocket or other expense
borne by Contractor or its subcontractors in the performance of this Contract.
28. Contractor Tools and Equipment: Contractor shall provide all ofit's materials, tools, documentation,
diagnostics and test equipment necessary to provide the preventative and remedial maintenance of the
equipment.
29. Insurance: Contractor understands and acknowledges that the State is self-insured and will not maintain
any other insurance with regard to this Contract.
Compliance with Laws: The contractor agrees to comply with all applicable Federal, State and local laws,
rules, regulations, or ordinances, and all provisions required thereby to be included herein, are hereby
incorporated by reference. The enactment of any State or Federal statute or the promulgation of regulations
thereunder after execution of this contract shall be reviewed by the Attorney General and the contractor to
determine whether the provisions of the Contract require formal amendment.
31.
Default by State: If the State, after sixty (60) days written notice, thils to correct or cure any breach of this
contract, then the contractor may cancel and terminate this agreement and c'ollect monies due up to and
including the date of termination.
"'327. G6i, e~iiig Etg'~HrFacI~h~lfiSe coBs'trued m aTc~'~rai~i~'d
of Indiana a suit if any, must be brought in the State of Indiana.
33.
Indemnification: Contractor agrees to indemnify, defend and hold harmless the State of Indiana and its
agents, officers, and employees from all claims and suits including, personal injuries. property damage.
court costs, attorney's fees, and other expenses, caused by any act or omission of the contractor and/or its
subcontractors, if any.
34.
Limitation of Liability.: Except as otherwise set fourth in this agreement the following limitation of
liability .s. hall apply. Contractor shall not be liable to State for interruptions of service. loss of data,
interceb[ion of cellular transmissions, omissions or errors of third parties, equipment failures, acts of God,
strikes. government actions, or other causes beyond Contractor's reasonable control. Contractor shall not be
liable if changes in operations. procedures, or services require modification or alteration of customer's
equipment or render customer's equipment obsolete. There shall be no reductions, scruffs, or credits against
the charges for service for downtime or interruption of service unless such period exceeds Twenty four (24)
consecutive hours from the time of notice of interruption until service restoration is provided to customer.
In the event service interruption exceeds twenty-four (24) consecutive hours, Contractor shall provide
customer with a c[edit allowance equal to the amount payable by customer during the service interruption
period, provided customer promptly notified Contractor of the service interruption. Contractor shall give no
credit for circumstances caused by the negligence or intentional acts or wilIful misconduct of customer. In
no event shall Contractor be liable to customer for incidental, consequential, or punitive damages, including,
but not limited to, lost profits, loss of use, or loss of business opportunity. In no event shall Contractor be
liable for the failure of any end user to access the 911 system or make 911 calls. This limitation applies to
all causes of action.
35. Authority to Bind Contractor: Notwithstanding anything in the Contract to the contra~. the signatory for
Contractor represents that he/she has been duly authorized to execute contracts on behalf of contractor
designated above. and has obtained all necessary or applicable approval from the home Office of Contractor
19 make this Contract fully binding on Contractor when his/her signature is affixed hereto and accepted by
the State of Indiana.
36. Validity: The invalidity in whole or in part of any provision of this Contract shall not void or affect the
validity of any other provision.
37. Substantial Performance: This contract shall be deemed to have been substantially performed only when
fully performed according to its terms and conditions and any modification thereof.
38. Covenant Against Contingent Fees:
(a) Contractor warrant that no person or selling agency has been employed or retained to solicit or
secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or
contingency fee, excepting bona fide employees or bona fide established commercial or selling
agencies maintained by Cor~tractor for the purpose of securing business.
(b) For breach or violation of this warranty, the State shall have the right to terminate this Contract in
accordance with the termination clause, and at its sole discretion, deduct from the Contract price or
.... 2~ .....consideration or other-wise~e~y~er~the4ut~amo..m~of~uch commission, percentage, brokerage o~-
contingent fee.
39. Maintaining a Drug-Free Workplace:
A. Contractor or, if a grant is involved, grantee hereby covenants and agrees to make a good faith
effort to provide and maintain during the term of this Agreement a drug-free workplace, and that
it will give written notice to the contracting state agency and the Indiana Department of
Administration within ten (i0) days at~er receiving actual notice that an employee of contractor
has been convicted of a criminal drug violation occurring in contractor's workplace.
In addition to the provisions of subparagraph (a) above, if the total contract amount set forth in
this Agreement is in excess of $25,000, contractor (or grantee) hereby further agrees that this
Agreement is expressly subject to the terms, conditions and representations contained in the
Drug-Free Workplace certification executed by contractor in conjunction with this Agreement
and which is referenced in section 49.0.
It is further expressly .agreed that the failure of contractor (0r grantee) to in good faith comply
with the terms of subparagraph (a) above, or falsifying or otherwise violating the terms of the
certificatiQn referenced in sub-paragraph (b) above shall constitute a material breach of this
Agreement. and shall entitle the State to impose sanctions against the contractor including. but
not limited to, suspension of contract payments, termination of this Agreement and/or debarment
of the contractor from doing further business ~vith the State for up to three (3) years.
40. Waiver of Rights: No right conferred on either party under this contract shall be deemeft waived and no
breach of this contract excused, unless such waiver or excuse shall be in writing and signed by the party
claimed to have waived such right.
41. Severability: Should any provision of this Contract be found invalid, ineffective or unenforceable under
present Or future law, the remainder of the provisions shall remain in full force and effect and shall in no
way be affected, impaired or invalidated.
42. Nondiscrimination:
(a) Pursuant to IC 22-9-I-10 and the Civil Rights Act of 1964, Contractor and its subcontractors shall
not discriminate against any employee or applicant for employment in the performance of this
contract. The Contractor shall not discriminate with respect to the hire, tenure, terms, conditions or
privileges 0femployment or any matter directly or indirectly related to employment, because of race,
color, religion, sex, disability, national origin or ancestry. Breach of this covenant may be regarded
as a material breach of contract. Acceptance oft his contract also signifies compliance with
applicable Federal laws, regulations, and executive orders prohibiting discrimination in the provision
of services based on race, color, national origin, age, sex, disability or status as a veteran.
(b) The Contractor understands that the State is a recipient of federal funds. Pursuant to that
understanding, the Contractor and its subcontractor. if any, agree that if the contractor employs fifty'
(50) or more employees and does at least $50,000.00 woi'th of business with the State and is not
exempt, the Contractor will comply with the affirmative action reporting requirements of 41 CFR
.......... 60-1.7. The State oflndiana shatl comply-'~t%See~ 202 or Exet, utive Orde~ l1246, as amerrdevt,
41 CFR 60-250 and 41 CFR 60-741, as amended; which are incorporated herein by specific
reference. Breach of this covenant may be regarded as a material breach of contract.
43. Non-Colhsion Statement: This is to certify, that the Contractor, being duly affirmed under oath says. that
he or she is the contracting party; that he or she has not, nor has any other employee of the company
represented by him or her, directly or indirectly, entered into or offered to enter into any combination.
collusion or agreement to receive or pay, and that he or she has not received or paid, any sum of money or
other consideration for the execution of the annexed contract other than that which appears on the face of the
contract.
44. Conilia of Interest:
a) As used in this section:
I. "Immediate family: roans the spouse and the unemancipated children of an individual.
2. "Interested party" means"
(i) The individual executing this Contract:
(ii) An individual who has an interest of three percent (3%) or'more Of-Contractor, if
Contractor is not an individuaI; or
(iii) Any member of the immediate family of an individual specified under subdivision
1 or2.
3. "Deparcment"meansthelndianaDepartmentofAdministration.
4. "Commission" means the State Ethics Commission.
b) The Department may cancel this Contract without recourse by Contractor if any interested party is an
employee of the State of Indiana.
C
c)
The D,epartment will not exercise its right of cancellation under section b. above if Contractor gives
the Department an opinion by the Commission indicating that the existence of this contract and the
employment by the State of Indiana of the interested party does not violate any statute or ode relating
to ethical conduct of state employees. The Department may take action, including cancellation of
this contract with an opinion of the Commission obtained under this section.
d)
Contractor has an affirmative obligation under this Contract to disclose to the Department when an
interested party is or becomes an employee of the State of Indiana. The obligation under this~ section
extends only to those facts, which Contractor knows or reasonably could know.
45. Disputes: Should any disputes arise with respect to this contract, the contractor and the State agree to act
immediately to resolve any such disputes. Time is of the essence in the resolution of disputes. The
contractor agrees that, the existence of a dispute notwithstanding, it will continue without delay to carry out
all its responsibilitied under this contract, which are not affected by the dispute. Should the contractor fail to
continue without delay to.perform its responsibilities under this contract in the accomplishment of all non-
disputed work, any additional 9osts incurred by the contractor or the State as a result of such failure to
proceed shall be borne by the contractor, and the contractor shall make no claim against the State of Indiana:
for such costs. If the contractor and the State cannot resolve a dispute within ten (10) ~vorking days
following notification in writing by either party of the existence of said dispute, then the following
...... p~uccdutc shall apply.
The parties agree to resolve such matters through submission of their dispute to the
Commissioner of the Indiana Department of Administration who shall reduce a decision to
writing and mail or otherwise furnish a copy of thereof to the contractor and the State within ten
(I0) working days after presentation of such dispute for his decision. The decision shall be finaI
and conclusive unless the contractor mails or otherwise furnishes to the Commissioner of
Administration, within ten (I0) working days after receipt of the Commissioner's decision, a
written appeal. Within ten (10) working days of receipt, the Commissioner may reconsider the
decision. If no reconsideration is provided within ten (10) working days the contractor may
submit the dispute to an indiana court of competent jUrisdiction.
The State may withhold payments on disputed items pending resolution of the dispute. The non-
payment by the State to the contractor of one or more invoices not in dispute in shall not
constitute default; however, the contractor may bring suit to collect such monies without
f~llowing the disputes procedure contained herein.
46. Included Documents and Conflicts: This Contract and the following documents which are attached hereto
and incorporated by reference are listed in descending order of their preference in the event of a conflict and
comprise the entire agreement ("Agreement") between the parties.
(1) This Contract;
(2) Attachment A, The Price Schedule
(3) Attachment B, The ITB
(4) Attachment C, Contractor's Response to the ITB
(5) Attachment D, Addendure! To Special Contract Terms and Conditions
(6) Attachment E. Procedures and Forms for Authorized Users
(7) Attachment F, Service Areas
(8) Attachment G, Provisions for Indiana Department of Administration Contract
47. Guaranteed Most Favorable Terms: All of the rates, terms, warranties, and benefits granted by Contractor
herein are comparable to or better than those offered by Contractor to other State and Local Government
customers contracting under the same material terms or conditions with respect to cellular telephone service.
Such rates, terms, or conditions will be made available to the State upon the date of the decreased rates 'or
change in terms and conditions become effective.
48. Year 2000 Compliant: When used in this Agreement with initial capital letters, the following terms have
the respective meanings given below:
"GTE Wireless Supplied System" means the network services, computer software, computer firmware,
computer hardware (whether general or special purpose), documentation, data and other similar or related
items of the automated computerized and/or software system(s) that are designed or built by Contractor as
part of the system to be provided by Contractor pursuant to this Agreement, or any component part thereoF.
Any computer software, computer firmware, computer hardware (whether general or special purpose).
documentation, data and other similar or related items of the automated computerized and/or software
system(s) that are suitplied hereunder by Contractor, but manufactured, developed or originated by a third
Trarty-i~ not part of the GTE Wi~eN. ss Sul~,ulled ,8ysterrraztd i~ w~taz~t~d by Cunttac~.u~ uzdy tcrthreX'tenr
such third party provides a warranty.
"Calendar-Related" refers to date values based on the Gregorian calendar, and to all uses in any manner
of those date values, including without limitation, manipulations, calculations, conversions, comparisons
and presentations.
"Date Data" means any Calendar-Reiated data in the inclusive range January I, 1900 through December
3 I. 2050, which the GTE Wireless Supplied System uses in any manner.
· 'S~Tsiem Date" means any Calendar-Related data value in the inclusive range January 1, 1985 through
December 31,2035 (including'the natural transition between such values), which the GTE Wireless
Supplied System shall be able to use as its current date while operating.
"Century Compliant" means that the GTE Wireless Supplied System satisfies the requirements set forth
in Sections 48.l, 48.2, 48.3 and 48.4 below.
"Century Noncompliance" means any failure of the GTE Wireless Supplied System to be Century
Compliant.
48.1 Contractor warrants that, in connection with Calendar-Related data and Calendar-Related
processing of Date Data or of any System Date, the GTE Wireless Supplied System will not
mallunction, will not cease to function, will not generate incorrect data and will not produce incorrect
results, including when processing in connection with each of the following specific dates and the
transition to, from and through each such date: December 31, 1998; January I, 1999,; September 9, 1999:
September 10, I999; December 31, 1999: Janua~' 1, 2000; February 28, 2000; February 2% 2000;
March l, 2000; December 31, 2000; January I, 2001; December 31, 2004; and January 1,2005.
48.2 Contractor warrants that the GTE Wireless Supplied System will represent dates without ambiguity
as to century when providing Calendar-Related data from other automated, computerized and/or
software system as and users via user interfaces, electronic interfaces and data storage.
48.3 Contractor shall meet the requirements set forth in Sections 48. t and 48.2 above, provided that all
other customer or third-party supplied computer software, computer firmware and computer hardware
that directly interfaces with the OTE Wireless Supplied System, co-existing with the GTE Wireless
Supplied System, or indirectly influencing the GTE Wireless Supplied System's operation are also
demonstrated to comply with Section 48.1 and 48.2
48.4 Contractor's failure to meet the century compliance requirements when and as specified heroin
shall be subject to and governed in accordance with the terms of the warranty provisions set forth herein.
49. Drug Free Workplace Certification
This certification is required by Executive Order No. 90-5, April 12, 1990, issued by the Governor of Indiana.
Pursuant to its delegated authority, the Indiana Department of Administration is requiring the inclusion of this
----certif'rcatlum~ in all cvlltiact with attd ~laitt~ fiwxl the: Sta[~ ofhidiatia in excess of $25,000.00. No'award ofa"
contract shall be made, and no contract, purchase order or agreement, the total amount of which exceeds
$25,000.00, shall be valid, unless and until this certification has been fully executed by the Contractor and made
a part of the contract or agreement as part of the contract documents. False certification or violation of the
certification may result in sanctions including, but not limited to, suspension of contract payments. termination
of the contract or agreement and/or debarment of contracting opportunities with Contractor for up to three (3)
years.
The Contractor certifies and agrees that it will provide a drug-free workplace by:
Publishing and providing to all of its employees a statement notifying their employees that the
unla~vfui manufacture, distribution, dispensing, possession or use of a controlled substance is
prohibited in the Contractor's workplace and specifying the actions that will be taken against
employees for violations of such prohibition; and
Establishing a drug-free awareness program to inform their employees of (1) the dangers of drug
abuse in the workplace; (23 the Contractor's policy of maintaining a drug-free workplace; (3) any
available drug counseling, rehabilitation, and employee assistance programs; and (4) the
penalties that may be imposed upon an employee for drug abuse violations occurring in the
workplace.
Notit~,ing all employees in the statement required by subparagraph (a) above that as a condition
of continued employment the employee will (!.) abide by the terms of the statement; and (2)
notify the Contractor of any criminal drug statute conviction for a violation occurring in the
~vorkplace no later than five (5) days after such conviction;
c 12
Notifying in writing the State within ten (10) days after receiving notice from an employee under
subdivision (c)(2) above, or otherwise receiving actual notice of such conviction;
Within thirty (30) days after receiving notice under subdivision (c)(2) above of a conviction,
imposing the following sanctions or remedial measures on any employee who is convicted of
drug abuse violations occurring in the workplace: (1) take appropriate personnel action against
the employee, up to and including termination; or (2) require such employee to satisfactorily '
participate in a drug abuse assistance or rehabilitation program approved for such purposes by a
Federal, State or local health, law enforcement, or other appropriate agency; and
Making a good faith effort to maintain a drag-free workplace through the implementation of
subparagraphs (a) through (e) above.
The parties having read and understood the foregoing terms of this Contract do by their respective
signatures dated below agree to the terms thereof, including if this contract is in excess of $25,000.00,
the provisions of the Drag-Free Workplace Certification, above.
62/09/99 10:03 FAZ 8044187094 GT~ ~'ESTER]~ (~002
NOTICE TO VENDORS
Will you extend your priceS of said contract to political subdivisions?
YES ,/' NO
Political subdivisions include cities, towns, school corporations and county governmegts in the entire state, If
you mark YES you are saying you are wUling to provide your bid price to any 0f these enU.t!es ir they wish to
purchase from this QPA.
3, The State of ndiana DOES NOT, accept any responsibility for purchase orders ssued by other pol tical
subdivisions,
4. All political subdivisions must be willing to accept bid item(s) as described in the specifications without any.
changes, no matter how minute, once the bid Is accepted by the state agency.
Signature
Printed Name
Title
Company
2. t(t · ~?.-~ -
Telephone Number