Cerulean Technology, Inc/CPDPolice Dcpt, Mobile Producls
'2001
APPROVED ;r
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 Cannel, Indiana, acting by and through its Board of Public Works
and Salary ("City"), and Cerulean Technology, Inc., Mobile Government Division of Acther Systems, Inc.
("Vendor").
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 Agrecmcnt's tcrn~s and conditions.
PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") described in attached
Exhibit A from City budget appropriation number ffl,q'.,ol 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.
PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City
hereunder in calendar year 2001 shall bc no more than Fourteen Thousand Dollars
($14,000.00). 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 datt~ of City's
receipt of Vendor's iuvoice detailing same, so long as and to the extent such Goods and
Services are not disputed, are in accordance with the specifications set forth in Exhibit A,
are submitted on an invoice that contains the information contained on attached Exhibit B,
and Vendor has otherwise performed and satisfied all the terms and conditions of this
Agreement. Subject to the above, if the undisputed invoice amount is not paid within
thirty (30) days of its receipt by City, then a late charge in a sum equal to one percent ( ] %)
of such unpaid and undisputed invoice amount shall accrue and be due and payable by City
to Vendor as a separate debt for each month it remains unpaid.
3.2
Vendor agrees to provide City, in writing, and within fifteen (15) days of City's request for
same, with Vendor's estimate C'Estimate") of the total cost for the Goods and Services to
be provided by Vendor to City under this Agreement during the time period requested.
Vendor agrees not to provide any Goods and Services to City during the time period
covered by an Estimate that would cause the total cost of the Goods and Services provided
by Vendor to City hereunder during such time period to exceed the Estimate, unless City
has previously agreed, in writing, to pay an amount in excess of the Esd. mate.
P'~licc Dept. Mobile Produc~:s
200 [
WARRANTY:
Vendor expressly warrants that the Goods and Services coverod by this Agreement will conform to
the specifications, samples and/or descriptions thereof fumlshed 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. 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 VeMor based upon City's stated use and are fit and sufficient
for their particular purpose.
TIME AND PERFORMANCE:
'Upon execution by both of the parties hereto this Agreement shall become effective as of April 1,
2001 ("Effective Date"). Time is of the essence ofthls Agreement.
DISCLOSURE AND WARNINGS:
If reqncsted 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.
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 fight to pay such lien or obtain such bond, all at
Vendor's sole cost and expense. Vendor shall indemniBJ and hold harmless City from and againsl
any and all liabilities. losses. claims, costs and expenses, including, but not limited to, attorney
/~cs, incurred by City in connection with any such lien and/or the removal thereof.. This
indemnification obligation shall survive the termination of this Agreement.
d gO~g2_~_OLO~ 'ON/tg:~t 'lg/gg:~L 1007.
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) Coils 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, files, or has filed
against it, a petition for receivership, makes a general assigmnent for the benefit of creditors or
dissolves, each such event constituting an event of default hereunder, City shall have the right to
(I) terminate all or any parts of this Agreement. without liability to Vendor; (2) obtain, upon such
terms and in such manner as City deems appropriate in its sole discretion, the same or similar
Goods and Services which were to be provided to City by Vendor, and Vendor shall be liable to
City for any excess costs of the City in obtaining same' and (3) exercise any other rights or
remedies as are available to City at law and/or in equity.
2
g (fiND NOaj
.9. INSURANCE AND INDE.MNIFICATION:
Vendor shall procure and maintain in full force and effecl during the term of this Agreement, with
an insurer licensed to do business in the State of Indiana and reasonably acceptable to City, such
insurance as is necessary for the protection of City and Vendor from all claims lbr damages under
any workers' compensation, occupational disease and/or unemploymem 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 insm'ers 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 canoeled without thirty (30) days prior notice to City. Vendor shall
indemnity, m~d bold 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 lhrther
agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of~ atevet typael/~ lu~di ut pot limited to, all court costs.
Vcndor's agents, officers, employees, contractors or subcontractors in the performance of this
Agrcement.~These indemnification obligations shall survive the termination of this Agreement.
10.
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 obligatim~s
under this Agreement, and all relevm~t provisions thereof are incorporated herein by this reference.
Vendor agrees to indemnify and hold harmless City from any loss, dmnage and/or liability
resulting fi'om any such violation of such laws, orders, rules, regulations and codes. This
indemnification obligation shall survive the temxination of this Agreement.
II.
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 Scrvices provided by this Agreement with respect
to their hirc, tenure, terms, conditions and privileges of employment and any other matter related
to their employrecur or subcontracting, because of race, religinn, color, sex, handicap, national
origin, ancestry, age, disabled veteran status and/or Vietnam 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.
12.
NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement
shall not affect the right of such party to require such pefl~rmance 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.
'~ d E0~g)_ZOL0g '0N/LE:~L 'j.S/gg:~t t00~ g g (fiHj.)
Police Dept. Mobile Products
2001
13.
14.
15.
16.
17.
NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a lom~ or otherwise,
and shall not delegate its obligations under this Agreement without City's prior written consent.
RELATIONSHIP OF PAP, TiES:
The relationship of the parties hcrcto shall bc 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. and the sole responsibility to pay same all statutory, contractual and other
benefits shall remain exclusively with Vendor. The contract price set forth herein shall bc~ the full
and maximum compensation and monies required of City to be paid to Vendor under or pursuant
to this Agreement.
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.
SEVERABILITY:
If aqy 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 et~ct.
NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing m~d is delivered by
postage prepaid U.S. certified mail, retunt receipt requested, to the party to be notified at the
address specified herein:
If to City:
City of Cannel
One Civic Square
Carreel, Indiana 46032
ATTN: Tim Green, Assistant Police Chief
(with a copy to City Attorney,
One Civic Square, Cannel, IN 46032)
If to Vendor:
Cerulean Technology, Inc.
300 Nickerson Road
Marlborough, MA 01752
ATTN: Carol Baker
Notwithstanding the; above, notice of termination under paragraph 18 hereinbelow shall be
eft~ctive 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.
Police Depl. Mobile Produels
200 ]
18.
19.
2O.
21.
22.
TERMINATION:
18.1 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
~br 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 eonfomxing 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 at, reed in writing to a greater amount.
18,2
Either party hereto may terminate this Agreement at any time upon thiay (30) days prior
notice to the other party. 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.
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 hind the party which they represent.
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 Mayor or his duly authorized representative shall notify Vendor of such additional
goods and services desired, as well as the time fi'ame in which same are to be provided. Vendor
shall then provide, at no cost to City, an estimated cost for such additional goods aa~d/or services,
as well as the date by which same will be provided to City. Only after City has approved
Vcndor'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.
TERM
Subject to the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall
be in effect from the Effective Date through December 3 I, 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.
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.
9 d BOSSL/OLO~ 'ON/LS:SL 'i8/tS:g[ LO0~ 8 $ (fiHI)
Police Depl. Mobile Products
2001
23.
24.
25.
26.
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 covenmlts, terms, warranties and
obligations set forth in Agreement.
NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
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 fi'eely, voluntarily, and without any duress, undue influence or coercion.
ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced heroin, 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 heroin, 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.
[remainder of page intentionally left blank]
L a ~OSS/LOLOS'ON/iS:SL 'lS/te:gL tOOB 8 8 (fiHi)
NO~J
police Dept, Mobile Products
20( I
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
CERULEAN TECHNOLOGY, INC.
Printed Name
Title
ATTEST:
FID/SSN:
Date:
8 d 7~OSgZio[OS 'ON/Lg:S~ 'IS/Sg:SL [OOg 8 g (AND
HOaJ
,~"~ E TH ER"
January 5, 2001
Tim Green, System Chief
Carreel Clay Communications Center
3 1 First Avenue NW
Carreel, IN 46032
Dear Mr, Green:
The Mobile Government Division of Aeffier Systems, Inc., is proud to offer an Annual Maintenance
Agreement for your Cerulean Pwducts. Cerulean Technology is now part erAether Systems, and as the
Mobile Government Division erAether, we continue to develop and suppor~ the Cerulean product line
that represents the #1 name in mobile products for law enforcement, Our records indicate that your
soRware maintenance agreement will expire on March 3 l, 2001. We are pleased to inform you that your
new annual couP'act, effective April l, 2001, is being offered to you at the price of $13,951.
Renewing your Maintenance Agreement ensures that you will receive all applicable enhancements and
new version releases of PacketCluster software during the contract period. This includes the recently
announced 4.3 version of PacketCluster Patrol.
Ceruleaa's PacketCluster 4.3 features tight integration with leading mobile law enforcement applications
and third-party devices, such as in-vehicle mapping, digital cameras, magnetic-stripe alld bar-code
reading technology that can help patrol officers quickly identify and safely arrest dangerous suspects, .In
addition, several new features in PacketCluster 4.3 enhance usability, including a browset-like
command-history buffer that stores up w I0 previous commands, saving time by reducing redundant
keyboard input. Also, PacketCluster's customized toolbar allows police to create an agency-specific
look to their applications. For example, agencies now have the ability to launch laptop-based
applications, display frequently used commands and c0ntwl position of icons and button size, including
support of touch screens.
Customers who have a maintenance agreement with Cerulean will receive their PacketCluster
upSrude at no charge'as part of our software subscription service.
Please have the enclosed Maintenance Agreement signed by an authorized officiaL, and mall it to:
Cerulean Technology, Inc.
300 Nickerson Road
Marlborough, MA 01752
Ann: Carcl Baker
d ~OSSLLOiOS'ON/LE:SL'IS/SS:%[ tO0~ ~ ~ (fiHI)
c L4- A
Page 2
Please mail your payment for the Maintenance Agreement to:
Cerulean Teehnology, Ine.
P.O. Box406223
At|ant~GA 30384-6223
In order to provide uninterrupted support and maintenance coverage to you, your payment is r~luested
no later than April I, 2001:
For your budgetary purposes, this agreement will renew on January 1, 2002. The cost to renew at that
time will be $21,645, notwithstanding any rate increases or additional software punbases.
Cerulean Technology is committed to providing high quality service at a reasonable price. Please call
our Main~nanee Contract Administrator, Carol Baker at 508-486-4154 if you have any questions.
Corporate Controller
Enclosure
Attachment "A"
A1
This 18 not an Invoice
Camel Clay Communlcadon$ Ctr
31 PirgtAvPmueNW
Cannel IN 46032
Please refer to the
Maintenance Agreamerd
Terms and Conditions
Co~t Basis Coverage gepprt Cast
Base $ 68,700.00 Full $ 10,305.00_
Mobile $ 36,460,00 Limimd $ 3,646.00
Tot~ S X0S,~S0,0O Total S xspn.oo
Support/Mainteaance Ageement is for the period:
April I, 2001 - December 31,
Contmct Atm/u~t: $13s9,-~I
Co,xtractNbr.: 146g
Pull cpveaic(Tx~4)=?c~ydwee.~,24houn/day- I.,imjmd cover~e(jxS)=Mon.Pd. gam-$pm B.CT
BaBe Sialion Components at List Price
I PCSO PackotClustex Patrol Base SoftWan:
State NCIC Interface (Software Only) 50 Usor
Clusr~rLink CLI Software
$ 54,000,00
S 12,200.00
$ 2,$00.00
$68,700,00
Mobile Station Components'at List Price
S0 PacketCluster Mobile Softwaze < 25
Less one time discount to coincide with ~ Quote
3 Pack~tCAuster Parrot Office (LAN) SW Single pack
$
4
S
$
75,000.00
40.7e0,0o
2,250.00
36,460.00
Accepted on behs/f of:
By: /~~f~ By:
Name: ~/~ Name:
~.rt~ Mme ~r,
Date: ~d~y ~ ~ I ~o [ Date:
LL d EOSgLLOLO5'ON/Lg:gL'IS/Sg:SL LOOg ~
Ac t~ of:
aries A. Speicher
Corporate Centroller
December II, 2000
"~.A ETHER ' ..,
January 5, 2001
Tim Green, System Chief
Cannel Clay Communications Center
31 First Avenue NW
Carreel, I~q 46032
Dear Y~r, Green:
Receiving updates and new version releases of your Cerulean software products ensures your
system's functionality in today's ever-changing hardware and software platforms. Th~se updates
s. re critical in assisting you m provide your valuable service to your community. Our recently
announced 4.3 version of PacketCluster Patrol features tight integration with leading mobile law
enforcement applications and third-party devices, such as in-vehicle mapping digital cameras,
magnetic-stripe and bar-code reading technology that can help palxol officers quickly identify and
safely arrest dangerous suspects. These a~just afew of the enhancements available with this
new version, which will be shipped to all Cerulean Technology, Inc. customers who have an
active am~ual Maintenance Agreement in place at the time of release in your state.
At ~e time that your Maintenance Agreement renews, you will be sent a quote for ~e following year,
which will assist you in planning for next year's .budget. Our new one-covaragc package offers full
coverage on all Cerulean Technology, Inc. sofhvare. The software industry, standard maintenance fee
is 18% of list price, which we are adopting for fiscal years beginning 2001. However, our softwar~
list prices have been reduced significantly, offsetting the full effcct ofth~ rate increase: .Any renewals
that occur between April 1, 2000 and ;une 30, 2001, will be at the prior rate of 15% for base station
components and 10% for mobile components. Our new 18% fee will be applied to your renewal
subsequent to June 30, 2001. A quote for this renewal has been enclosed.
Cerulean Technology, Inc. is committed to providing high quality service at a reasonable price.
Please call our Maintenance Contract Adminismttor, Carol Baker at 508-486-4154, if you have
any questions.
Sincerely,
CER. OLOGY,
Char es Speicher
Corporate Controller
Enclosure
d gOSSLZOLOg'ON/Lg:SL'IS/~S:9 tOOg 8 g (~HI)
Attacl~ment "A"
A1
~is b not an Invoice
Q~ote
Clay Commufi~ons Ctr
~ 1 Firs~ Avenue ~
Ca~cl ~ ~032
i
Please refer [o the
Maintenances Agreement
Terms and Conditions
Cost Basis of Full
componentS covered Coverale
s u,o,.?.so.oo Total
Support Cost
$ 21,645.00
~uFpon/Maintensncc Agroamant is for the period:
January 1, 2002 - December 31, 2001
CoNtact Amotua: $21,64~
CoNrect N~r,: 1~'48
Components at List Price
1
l
l
5O
3
Total Components Covered
~,OOO,O0
12,200.00
2,500.0O
49,750.00
1.800,00
x2o ,so.o0
Acctptr, d on behalf of;
Nam=:
'~t]a:
Dam:
~ d ~O~SLZOtO~'ON/t~:~L '1S/9S:~
By:
Na~e:
Tide:
Data:
tO0~ 8 B (~HL)
Corporate Controller
December ll, 2000
Cernhan TachnoloKF, Inc.
300 Nickarson Road, Marlborough, IdA. 01752
Tel (508) 460-4000 · Pax ($08) 460-4099
Maintenance Agreement '
Recognizing that proper system operation lz of paramount importance, Gemtitan Technology, Inc. l,r committed to providing
tl~e i~lghc.et 'level of .~ervice po.~xible to it~ o.uxtomsr#. Th tgs Maintenance Term. t and Gonditlont have besn
maximum ~yxtem up.time afisr the warranty purled, encourage dialogue bstwffn the company and Its customers, Fovid=
rapid respt~n~e to system ol~e~atlon problems, and slimlnate the unexpected cost of po~t.warranty repair
I. The Maintenance Agreement based on these Terms and Conditions ("agreement"), nstabllshad between Cerulean
Technology. Inc. ('?comicany") and the. Customer provides for either full or limited coVerage of all bass station comiconsets
and either full or lind~cd coverage of all mobile unlt components as detailed in Attachment A.
2. The tam of this aSrccment Is one year, bc~nning at the end of the normal 90-day warranty period offered by the
company. If ~e Customer does not sleet the agreement at the time of system purchase, or within the 90-day warranty period.
the company shall have the riKhc m inspect the system equipment to ensure it is in good operating order .before otiszing the
annual maintenance agreement. 'Such inspection and costq associated with ulxlating the software shall be at Cenlesn's then
current time and rearsfinis rate(s), If the Cu. smmer discontinues the Maintenance AE~sement for any reason, and subsequently
desires to purchase or reactivate the Maintenanen Agreement in the future, such repurchase or rean~ivation will be st the
prevailing char~as at the time of repurchase or reactSration. However, in the event that the SotSvats has been modified by
Ccrulenn in the interim period or that the Software is no longer s Cerulean supporthie product, curulenn will have m install
new software at its most recent revision for which the Customer will incur an Installation charge and s i, oX~w~rs license
chugs.
3. Th]s agreement generally covers those haulware and software components, which the Customer has pu~hased from the
company as pert of a Pae~tClust~* PaltelTM Wireless Mobile ~nformation System excluding laptops, power invertors, charge
~uards, cable, antannu and mounlz. Itemsnot supplied by the company will not be covered.
4. Customers subscribing to this agreement will receive so. no charge any impovens'eta or enhancements in soi~'ware which
arc Issued during the contract period and which arc added to th~ oompeny's snndsfd pnxluct offering. Semiann will ship
these updates;'fevisions/lmprovements/snhancernents to the Customer at no charge to Oustoust. The Cuswmsr will-insUll at
its expense or subconu'act with a Ioc4tl software installer at the Customar's expense the updates.
5. The annual fee for a full-coverage agreement is 15~, of the currant fist pri~ of all solhero and any applicable hardware
components purchased from the company, payable at the bcKinning of each annual period. A full-coverts ag~cmcnz
provides for suppers seven days a weeP,. 24 hours a day f'/x24). For routine maxters and technical support issues which tie noc
involve system failure, company personnel are available for consult. salon dtu-ing normal bus-lnnss hours, g:00 a~rn. to 5:00
p.m-, Monday ti'wough Priday. Per ea'ncqency maneiS which have rcsulzecr in system failure, the company will provide the
Customer with an emergency repair telephone number, which will allow the Curbsmar to reach support pcrsollllel at any lime.
The mmual foc/'or a limited-coverage agreement is 10% of the current list price of all software and any applicable hardware
components purchased from r~e company, payable n~ the beginning of each ~nual period. A fimited-covcraSn a~r~smen~
provides for supporc l~fonday through Frlday, 9:00 a.nt to 5:00 p.m. l~astcrn Time. Technical suppor~ outside these hours will
be charged at the prevailing ram, which at present is S 150 per hour.
In the event the Customer pur,.hases additional hemponsets 6'on the company which are added to the Customer's system altar
the contract start dltte, the *agrenment fen will be adjus~d to reflect the additional items, on 8 pro ram basis for the remainder
of the contra~t period.. In the cars of the initial agreeuncut or amendments thereto, full payment must be rer~lwd within 30
days of the contract start date.
......... t~O~J~
~k d 809SiLOlOS'ON/re:St '..LS/ge:~L tO0~ 8 S (~H.L) ....
6. 'If, during the conU'a~t p~dod, the Custon'~r identifies a problem' which is believ~ to be caused by bilge of a
component p~ch~ed ~om ~e comply, h~she shall con~ct ~e comply to discu~ ~d ~ quali~ ~e so~e ~d ~tcnt
of the problo~ ~ ~s call is mad~ ouuide of ~e company's businus hem, a comply repruen~ve ~1 r~ ~6 c~l
~ fo~ (4) hour. ~f ~e compny's repr~anta~w is unable In r~olw ~e pwblem
problem w~ ca~ by f~l~ of a covered component, ~e company ~11 supply a npl~men~ ~mponent
~n 48 ho~s of such d~t~aaon, ~d ~1 ~s ~lephona ~s~e t~ ~o ~s~o~ h ~ m ens~ proper
ins~llation of.~ ~omponent. h ~s 6ven~ ~a replae~m~t component do~ n~t
dispatch a se~iC~ t~ciu to ~e ~to~er's si~ to inve~figa{~ ~d co~ect ~ pwble~ ~in
compuy shall not be respo~iblo for dela~ or ~e inablli~ to pro~de se~ce ir ca~ d~y' ~r indirecay by s~kes,
accident. embuSoes, ~l of God. or offi~ ¢Yen~ beyond t~
7. T~ a~ement covers d p~ ed labor r~ed to rep~ or repla~ cover~ ~st~ componenu, except in ~e cee of
repa ncssitated by acciden~ ~Be, able, neZlec~ ~e~ vuda~ elected po~r f~es, ~cd power ~gu,
~e, water. or dmge offier ~ ~at ruuld~ ~om nomal we~ and t¢~. ~1 offi~ p~ ~ co~on~ ~h~ ~ be
b~ to ~e ~stomer at ~e comp~y's p~g rat~. Sim~l~ly, work ~om~ wMch
a~ecmant ~H be done only ~a sdb~sston of a ~t~n co~t uam~ to ~e ~stom~.
8. The company may. at its anln option, schedule ssrvice Yisits ~r ~c ptu'pose of system inspection or preventative
maintenance. Such visits may be made in conjunction with cmerZcncy sen, ice calls.
9. This aZreemcn~ does noz tn,,hdn any applicable taxes levied or imposed now or hcreafi.~r by any Jovarnrnentnl
authority. Any such taxes shall bs paid by the Customer.
10. This agreement supersedes any prior wrinon or onl understandinS between thc pards regardtnZ msinr~nan~s of tho
slstem comp.onen~s, and may not bs modLqed sxcept. by writ~n agreement si~nad by an officer of Re compny. No other
warrantir. s, express or implied, includi~ warranty of merchantabil!ty shall apply to sea;vice labor, components or pare.
1 i, This agreement shall be renewed automatically at ths and of each connot periOd unless ~xlny (30) days prior written
notice of cancellalion is ~,tvcn by sither paxty. As a convenlcncs m r~s customer, an tnv~ic~ Will aummadcslly bc 2enerated.
B[d ~O~SZZOLO~'ON/Lg:%L'iS/gg:BL tO0~ g 8 (fiND ~08J
Name of Company:
Address & Zip:
Telephone No.:
Fax No,:
EXHIBIT B
Invoice
Da~:
Project Name:
Invoice No:
Person
Performing
Service
Service Services Provided
Date (Describe in detail in
tenth hour units)
Hourly
one- Rate
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
9[ d ~OG$)_ZOLOS 'ON/LS:~L '/S/Z~c:~L LO0~ 8 8 (fiH,L) NO~JJ
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Employer's Liability:
Bodily Injury by Accident:
Bodily Injury by Disease
Bodily Injury by Disease
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
Personal & Advertising Injury Limit:
Each Occurrence Limit:
Fire Damage (any one fire):
Medical Expense Limit
(any one person):
Comprehensive Auto Liability
Owned, hired and non-owned
Bodily Single 'Limit:
injury and property damage
Umbrella Excess Liability
Each occurrence and aggregate
Maximum declucfible
Statutory Limits
$100,000 each accident
$500,000 policy limit
$100,000 each employee
$500,000
$500,000
$500,000
$500,000
$ 50,000
$ 5,000
each accident
$500,000
$500,000
$ 10.000
it d BOSBLLOLO~'ON/LB:~L'iS/LB:8~ LOO~ 8 8 (~HI)