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Scantron Service GroupScantron Service Group Police Dept. - 2001 Mobile Dispatch Service Maintenance Appropriation #515-01 ~i~PI}[~0V[:D, AS 10 contract Not To Exceed $685.00 [0~1~ BY: i~ 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 Scantron Service Group ("Vendor"). TERMS AND CONDITIONS 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. City agrees to purchase the goods and/or services (the "Goods and Services") described in attached Exhibit A from City budget appropriation number 515-01 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 professional and technical standards. Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Six Hundred Eight-Five Dollars ($685.00) (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, so long as and to the extent such Goods and Services 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. Subject to the above, if an invoice amount is not paid within sixty (60) days of its receipt by City, then a late charge in a sum equal to one percent (1%) of such unpaid and undisputed invoice amount shall accrue and be due and payable by City to Vendor as a separate debt for each additional month it remains unpaid. Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay such additional amount. Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to the specifications, samples and/or descriptions thereof furnished to Vendor by City and/or by Vendor to and accepted by City, that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from defect. , This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective Date"). Time is of the essence of this Agreement. 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. 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, City shall have the right to remove such lien at Vendor's sole cost and expense. In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement; (b) fails to timely provide the Goods and Services as specified herein; or (c) becomes insolvent, has filed against it a petition for receivership, makes a general assignment for the benefit of Scantron Service Group Police Dept. - 2001 Mobile Dispatch Service Maintenance Appropriation #515-01 Contract Not To Exceed $685.00 creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right, without penalty, to (1) immediately terminate this Agreement; (2) obtain, upon such terms and in such manner as City deems appropriate in its sole discretion, the shme or similar Goods and Services which were to be provided to City by Vendor; and (3) exercise any other rights or remedies as are available to City at law and/or in equity. , Vendor shall procure and maintain in full force and effect during the term of this Agreement 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. 10. 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. 11. 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 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 failure of either party to require performance of any provision of this Agreement shall affect the fight of such party to require performance at any time thereafter, and no waiver by any party of a breach of any provision of this Agreement shall constitute a waiver of a subsequent breach of same. 13. 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. 14. The relationship of the parties hereto shall be as provided for in this Agreement, and Vendor and all of its officers, employees, contractors, subcontractors and agents are not, and shall not become, 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. 15. This Agreement is to be constmed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. 16. If any term of this Agreement is invalid or unenforceable under any applicable and binding 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. 17. 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: Scantron Service Group Pohce Dept. - 2001 Mobile Dispatch Service Maintenance Appropriation #515-0 I Contract Not To Exceed $685.00 If tO City: City of Carmel One Civic Square Carmel, Indiana 46032 ATTN: Tim Green, Assistant Police Chief (with a copy to City Attorney, One Civic Square, Carmel, IN 46032) If to Vendor: ScanWon Service Group 2020 South 156th Circle P. O. Box 45550 Omaha, Nebraska 68145-0550 ATTN: Justin R. Faz, Sales Representative Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within ten (10) business days from the date of such oral notice. 18. 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 invoice amount representing conforming Goods and Services delivered as of the date of termination, except that such payment amount shaI1 not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. Moreover, either party hereto may terminate this Agreement at any time upon thirty (30) days prior notice to the other party. In the event of such termination, Vendor shall be entitled to receive only payment for the 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. 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. 20. Vendor understands and agrees that, if City desires additional goods and services from Vendor, the City shall, in writing and as a condition precedent to the provision thereof, authorize Vendor to provide same to City. A copy of such authorization documents shall be attached hereto in the order in which they are approved by City. 21. Subject to the termination provisions set forth in Paragraph 18 hereinabove, and upon proper execution by all parties hereto, this Agreement shall be in effect from May 1, 2001 through December 31,2001, and shall, on the first day of each January thereafter, automatically renew for a period of one (l) calendar year, unless otherwise agreed by the parties hereto in writing. 22. 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 this Agreement. 23. This Agreement gives no rights or benefits to anyone other than City and Vendor. Scantron Service Group Police Dept. - 2001 Mobile Dispatch Service Maintenance Appropriation #515-01 Contract Not To Exceed $685.00 24. 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. 25. 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. Notwith-standing 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 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. 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 J~ef'Brai~ard, Presid'ng Offic/d'q~er Ma~A~nn rk~ ATTEST: DD~en:a Cordray, I~~d~lreasurer SCANTRON SERVICE GROUP Printed Name Title 95- '7,/, "7. q. OI preventive maintenance schedule SERVICE GROUP Scantton Service Group. National Headquarters · 2020 South 156th Circle. Omaha, Nebraska 68130-2585 Phone 800-228-3628 o Fax (402)697-3350. http://www, scantronservicegroup.com pmschedule (11/00) .X. SSG will render service to repair or replace parts necessary to keep subject equipment in proper operating condition and will make necessary adjustments to keep equipment in proper operating condition. B. Customer, by its acceptance signature hereon, agrees to furnish SSG with quantities, model numbers, and when possible, serial numbers for the units to be covered. The customer also agrees to notify SSG of modifications to the equipment invcatory. C. Preveativemaiatenanceandc~eaninginspecti~nswi~~bepe~~rmedacc~rdingt~SSG~spub~ishcdPrevcntiveMaintenanc~~ch~du~~. D. Replacement pans will be provided at no charge except for those parts which by their nature art: considered consumable (example: ribbons, paper, print bands, organic photo conductor kits, etc.). Manufacturer specified supply and maintenance items on color laser printers (example: fuser assemblies, transfer units, etc.) are not covered. SSG may use repla~emeot pet~s from other manufacturers as long as they meet or exceed the original manufacturer's specifications. Laser printer engines are covered by this agreement up to the rnanufacturer's published page life expectancy. After that, the engine is no longer covered under this agreement until it is rebuilt. Etching of terminal video screens is not a covered maintenance item. Laptop LCD displays are not covered maiotenancc items. SSG agrees to maintain the stock of parts at its location it considers adequate to maintain subject equipment. E. Customer, by its acceptance signature hereon, agrees to notify SSG by telephone or in writing of all ~ervice call requests. SSG agrees to respond to those calls in a timely manner. (See ateached Addendure for modification to agreement.) F. Service calls will be made at the customer's premises during regular business hours defined as Monday through Friday between 8 A.M. and S P.M. except for SSG's observed holidays. The cost of mileage and labor to effect such service calls will be borne by SSO. G. C~sts~fmi~eageand~ab~r~ecessaryt~makeservicecal~s~th~rthandu~ngn~rmalbusinessh~urswi~~bechargedseparate~yatthethencurrent~ates~ H. Maintenance provided under this Agreement shall extend to service, repairs and replacements made necessary by normal wear and usage of the equipment. Maintenance provided undar this Agreement shall not include any service, repairs or replacements required or made necessary as a result of electrical power failure, fire, theft, software virus, water, casualty, employee negligence, abuse, misuse, inadequate or inappropriate environment, ~om size, inadequate ventilation, or other external forces. I. SSG's responsibility under this Maintenance Agreement is limited to providing service, replacement or repair. SSG shall not be responsible or liable for any dire~t, special or consequential damages resulting from any cause whatsoever. J. During the term of the Agreement, and for a period of one (I) year thereafter, neither party shall hire personnel of the other party involved in the efforts performed hereunder, without the expressed written consent of the other party. K. CuR .I,.;f~thua~,.tlr~op~y d"*invnicesrendew'dh~'f4~tl "i ;n30d. zyat~fthci,,,oie~ ,;,c~n~ida,..tianoftbeub de.~.~.cel~erviee terser L. Customer shall pay or reimburse SSG for any taxes now or hereafter imposed, levied or based on this Maintenance Agreement, or on the services rendered or pans supplied pursuant to this Maintenance Agreement, including the sales and use taxes, personal pmpeay taxes and excise taxes based on gross revenue. A HARLAND COMPANY ~ERVICE GROUP ADDENDUM CARMEL POLICE DEPARTMENT CARMEL, INDIANA ON-SITE MAINTENANCE AGREEMENT April 24, 2001 Scantron Service Group agrees to verbally respond to all service calls within two (2) business hours, and physically respond within eight (8) business hours. CARMEL POLICE DEPARTMENT CARMEL, INDIANA ON-SITE MAINTENANCE AGREEMENT QTY 1 EOUIPMENT DESCRIPTION EACH $685.00 lIP MODEL 42 NT 4.0 NETSERVER INCLUDES: PH/233 MHZ PROCESSOR SURESTORE 5000E 4 128 MB RAM 1.44 MB FLOPPY DRIVE 9.1 GB SCSI HARD DRIVE SCSI CD ROM GB SCSI TAPE DRIVE SCSI CONTROLLF, R MODBM 2 NIC SOUND BLASTER (AWE64) SOUND CARD MONITOR KEYBOARD, MOUSE EXTENDED $685.00 TOTAL ANNUAL ON-SITE MAINTENANCE $685.00 SCANTRON SERVICE GROUP ~]v~,-Z- A'..,~tb 3