Fieldsoft, Inc./CFDFieldsoft, Inc. ~ ~ ~}~/a'OC~' 0 ~
Fire Dept. - 2004 APPROVED AS TO FORM BY "'~
Appropriation #570-03 P.O.#12178
Contract Not To Exceed $2,195.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered
into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and
Safety ("City"), and Fieldsoft, 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 Agreement's terms and conditions.
PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using
City budget appropriation number 570-03 funds. Vendor agrees to provide the Goods and Services
and to otherwise perform the requirements of this Agreement by applying at all times the highest
technical and industry standards.
PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City
hereunder shall be no more than Two Thousand One Hundred and Ninety-Five Dollars
($2,195.00) (the "Estimate"). Vendor shall submit an invoice to City no more than once
every thirty (30) days detailing the Goods and Services provided to City within such time
period. City shall pay Vendor for such Goods and Services within sixty (60) days after the
date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such
Goods and Services are not disputed, are in accordance with the specifications set forth in
Exhibit A, are submitted on an invoice that contains the information contained on attached
Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions
of this Agreement.
3.2
Vendor agrees not to provide any Goods and Services to City that would cause the total
cost of the Goods and Services provided by Vendor to City hereunder to exceed the
Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof.
WARRANTY:
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. Vendor acknowledges that it knows of City's
intended use and expressly warrants that the Goods and Services provided to City pursuant to this
Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient
for their particular purpose.
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.
Fieldsofi, Inc.
Fire Dept. - 2004
Appropriation #570-03 P.O.#12178
Contract Not To Exceed $2,195.00
DISCLOSURE AND WARNiNGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may
direct, a list of all chemicals, materials, substances and items used in or during the provision of the
Goods and Services provided hereunder, including the quantity, quality and concentration thereof
and any other information relating thereto. At the time of the delivery of the Goods and Services
provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice
(including appropriate labels on containers and packing) of any hazardous material utilized in or
that is a part of the Goods and Services.
LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's propertyi In the event any
such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof,
by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at
Vendor's sole cost and expense.
DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of
this Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as
specified herein; (c) fails to make progress so as to endanger timely and proper provision of the
Goods and Services and does not correct such failure or breach within five (5) business days (or
such shorter period of time as is commercially reasonable under the circumstances) after receipt of
notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into
receivership, makes a general assignment for the benefit of creditors or dissolves, each such event
constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts
of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies
available to City at law and/or in equity.
iNSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with
an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the
protection of City and Vendor from all claims for damages under any workers' compensation,
occupational disease and/or unemployment compensation act; for bodily injuries including, but
not limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers,
employees, contractors and subcontractors; and, for any injury to or destruction of property,
including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be
no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name
City as an additional insured on all such insurance policies, shall promptly provide City, upon
request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless
City from and against any and all liabilities, claims, demands or expenses (including, but not
limited to, reasonable attorney fees) for injury, death and/or damages to any person or property
arising from or in connection ~vith Vendor's provision of Goods and Services pursuant to or under
this Agreement or Vendor's use of City property. Vendor further agrees to indemnify, defend and
hold harmless City and its officers, officials, agents and employees from all claims and suits of
whatever type, including, but not limited to, all court costs, attorney fees, and other expenses,
caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees,
contractors or subcontractors in the performance of this Agreement. These indemnification
Fieldsoft, Inc.
Fire Dept. - 2004
Appropriation #570-03 P.O.#12178
Contract Not To Exceed $2,195.00
obligations shall survive the termination of this Agreement.
10.
GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations
and codes which may be applicable to Vendor's performance of its obligations under this
Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor
agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from
any such violation of such laws, orders, rules, regulations and codes. This indemnification
obligation shall survive the termination of this Agreement.
11.
NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City
prohibiting discrimination against any employee, applicant for employment or other person in the
provision of any Goods and Services provided by this Agreement with respect to their hire, tenure,
terms, conditions and privileges of employment and any other matter related to their employment
or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age,
disabled veteran status and/or Vietnam era veteran status.
12.
NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement
shall not affect the right of such party to require such performance at any time thereafter, nor shall
the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any
succeeding breach of the same or any other provision hereof.
13.
NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise,
and shall not delegate its obligations under this Agreement without City's prior written consent.
14.
RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of
City. The contract price set forth herein shall be the full and maximum compensation and monies
required of City to be paid to Vendor under or pursuant to this Agreement.
15.
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.
16.
SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance,
executive order or other rule of law, such term shall be deemed reformed or deleted, but only to
the extent necessary to comply with same, and the remaining provisions of this Agreement shall
remain in full force and effect.
Fieldsofi, Inc.
Fire Dept. - 2004
Appropriation #570-03 P.O.#12178
Contract Not To Exceed $2,195.00
17.
NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by
postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the
address specified herein:
If to City:
City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: Douglas Callahan, Chief, and Fire Dept.
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor:
FieldSofl, Inc.
PMB 305
610 N Alma School Road, Suite 18
Chandler, AZ 85224
ATTN: Jeff Schiel, National Sales Manager
Notwithstanding the above, notice of termination under paragraph 18 hereinbetow shall be
effective if given orally, as long as written notice is then provided as set forth hereinabove within
five (5) business days from the date of such oral notice.
18.
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
for the Goods and Services to be provided hereunder. In the event of such termination,
Vendor shall be entitled to receive only payment for the undisputed invoice amount
representing conforming Goods and Services delivered as of the date of termination,
except that such payment amount shall not exceed the Estimate amount in effect at the time
of termination, unless the parties have previously agreed in writing to a greater amount.
18.2
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 undisputed invoice amount of conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not
exceed the Estimate amount in effect at the time of termination, unless the parties have
previously agreed in writing to a greater amount.
19.
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.
Fieldsofi, Inc~
Fire Dept. - 2004
Appropriation #570-03 P.O.#12178
Contract Not To Exceed $2,195.00
20.
ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide
additional goods and services to City. When City desires additional goods and services from
Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the
time frame in which same are to be provided. Only after City has approved Vendor's time and
cost estimate for the provision of such additional goods and services, has encumbered sufficient
monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods
and services, shall such goods and services be provided by Vendor to City. A copy of the City's
authorization documents for the purchase of additional goods and services shall be numbered and
attached hereto in the order in which they are approved by City.
21.
TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph
18 hereinabove, this Agreement shall be in effect from the Effective Date through December 3 l,
2004, 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.
22.
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.
23.
BINDiNG EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and
obligations set forth in Agreement.
24.
NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
25.
ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity
to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
Fieldsofl, Inc.
Fire Dept. - 2004
Appropriation #570-03 P.O.#12178
Contract Not To Exceed $2,195.00
26.
ENT1RE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the
entire agreement between Vendor and City with respect to the subject matter hereof, and
supersedes all prior oral or written representations and agreements regarding same.
Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof,
to the extent any term or condition contained in any exhibit attached to this Agreement or in any
document referenced herein conflicts with any term or condition contained in this Agreement, the
term or condition contained in this Agreement shall govern and prevail. This Agreement may only
be modified by written amendment executed by both parties hereto, or their successors in interest.
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
FIELDSOFT, INC.
By:
f;ar~:s ~rainard, Presiding(Sfficer
Ma~y AI~ Burke, Cembejr , /
Lori S. Watso ,IZ/I~ ember
Date:t, ~
~Diana, ImC, Clerk-T~asurer Date:
/
Authorized Signature
Printed Name
Title
FID/TIN: ,~ ~'~
SSN if Sole Proprietor:
Date: ~-
FieldSoft, Inc.
PMB 305
610 N Alma School Road, Suite 18
Chandler, AZ 85224
480.899.2128 tel
480.899.8123 fax
www.fieldsoft.com
August 6, 2004
Roger Kilbum
Carmel Fire Department
2 Civic Square
Carmel, IN 46032
RE: Quote for FieldSoft Incident Command Software Training
Dear Roger,
Please find the following pricing scenarios for your consideration:
Onsite FD/PDonScene End User and Software Administrator Training $2195
Onsite FD/PDonScene End User and Software Administrator Training
(2 consecutive days added to first day, $1495x2) $2990
Total $5185
Note that we have interfaces to CAD and other systems such as Grace PASS devices for
accountability. Please find the attached price list that has description of training.
Quotation expires September 6, 2004. Standard terms and conditions are listed below.
Thank you for the opportunity to quote. Please call if you have any further questions.
Sincerely,
Jeff Schiel
National Sales Manager
jeffs@fieldsoft.com
Mobile: 602-320-8488
FieldSoft Inc. Standard Terms and Conditions
Effective February 16, 2004
Prices, features, and available. Products and services pdces, features, and availability absent a pmpedy executed
and time limited quotation are subject to change without advanced notice.
Payment terms. All invoices shall be paid in U.S. dollars and in full 30 days from invoice date. A late payment
charge of 1.5 percent of the outstanding amount per calendar month will be assessed for late payment.
"FXHIBII "
Sales Tax (AKA - Transaction Privilege Tax). Retail product~ and some retail services pumhased by
customers with a physical presence within Arizona may be subject to local, coun[y and state transaction privilege tax of up
to 7.8%. Some exceptions apply to federal facilities and Native American reservations. Contact FieldSoff for further
information.
Shipping and Handling. Product shipping and handling charges are included in the price of the software,
provided that shipment via USPS Priority Mail is acceptable. Shipment by a different means or carrier such as United
Parcel Service is possible provided that FieldSoff agrees to such in advance, and is reimbursed for any associated
shipping and handling costs.
Delivery. Allow up to 30 days for delivery.
Software Warranty. FieldSoft products are warranted for 90 days from the date of product receipt in
accordance with end user license agreement and warranty included with each product. Note that "FIELDSOFT
PRODUCT USER WARRANTIES ARE THE EXCLUSIVE WARRANTIES COVERING FIELDSOFT PRODUCTS AND
ARE IN LIEU OF ANY OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.:
Optional Software Support. Optional software support is in accordance with FieldSoft's "Optional
Subscription for Software Support and Software Enhancements To FieldSoft Products Revised December 26, 200~'.
Potential Patent, Trademark, Copyright Infringement. FieldSoft will, except as otherwise provided below,
defend or settle any claim made or suit or proceeding brought against Raytheon so far as it is based on an allegation that
any FieldSoft Product sold to customer infringes a North American patent, trademark or copyright, provided FieldSoft is
notified promptly in writing and given information, assistance and sole authority to defend or settle same at FieldSoft
expense; and FieldSoff will pay all damages and costs finally awarded therein against Raytheon or amounts agreed to in
the case of a settlemenL If any such FieldSoff product is held to infringe and its use is enjoined, FieldSoft will have the
option at FieldSoft expense to replace same with a non-infringing product, or modify same so it does not infringe, or
reimburse customer for the net cost to customer of infringing product.
Intellectual Property. All FieldSoft product source code, associated copyrights or patents, and intellectual
property developed by FieldSoft for commercial off-the-shelf products remain the sole property of FieldSoft, in accordance
with FieldSoff's standard end user license agreement.
Software Unlock Codes. FieldSoft commercial off-the-shelf (COTS) software products require a software
unlock code to run beyond 30 days following installation. Software unlock codes are a unique sequence of characters
and numbers generated on the FieldSoft web site that must in turn be entered into the software to ensure continued use
beyond a 30 day trial period. Unlock codes are unique to each individual computer on which the software resides. Unlock
codes can be obtained on a 24/7 basis via www.fleldsofiJcem/pw. Unlock codes may also be obtained via telephone or
email, by contacting FieldSoff during normal business hours.
Force Majeure. FieldSoft will make every reasonable effort to promptly notify the customer if an event of force
majeure prevents or delays the total or partial pen~ormance of FieldSofl obligations associated with fulfillment of a
purchase order. FieldSoft will promptly notify customer at the end of the period of force majeure.
Compliance With Laws. FieldSoff warrants that all goods and services which may be supplied pursuant to
properly executed purchase order will have been produced and supplied in compliance with all applicable federal, state,
and local laws, orders, rules and regulations. This warrant includes the following U.S. regulatory provisions by reference:
A) Equal Opportunity, 41 CFR §60~1.4(A); B) Equal Opportunity for Special Disabled Veterans and Veterans of the
Vietnam, 41 CFR §60-250.5(A); C) Equal Opportunity for Workers With Disabilities, 41 CFR {}60-741.5(A); and D)
Prohibition of Segregated Facilities, 41 CFR §60-1.8. FieldSoff also warrants compliance with other applicable
regulations promulgated by the U.S. Secretary of Labor 41 CFR PARTS 60 AND 61.
Liquidated Damages. FieldSofl does not pay liquidated damages for commercial off-the-shelf software,
software support, or training services.
Other Limitations. FieldSoft's software limitation of liabilities, merchantability, fitness for a particular purpose
and non-infringement for product is that contained within the standard FieldSoft Inc. end users license agreement.
EXH B!T._d
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
EXHIBIT B
Invoice
Date:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing Date Goods/Services Provided Cost Per Hourly Total
Goods/Services Goods/ (Describe each good/service Item - Rate/
Service separately and in detail) Hours
Provided Worked
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Employer's Liability:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (any one fire):
Medical Expense Limit (any one person):
Statutory Limits
$100,000 each employee
$250,000 each accident
$500,000 policy limit
$500,000
$5OO,OOO
$500,000
$250,000
$250,000
$ 50,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
Umbrella Excess Liability
$500,000 each acddent
$500,000 each accident
$500,00O
Each occurrence and aggregate: $500,000
Ma>dlmum deductible: $ 10,000
COpy
October 8, 2004
Mr. Jeff Schiel
FIELDSOFT, INC
PMB 305
610 N. Alma School Road #18
Chandler AZ 85224
RE:
Agreement for Purchase of Goods and Services
City of Carmel, Fire Department
No. 1006.04.02
Dear Mr. Schiel:
On October 6, 2004, the Board of Public Works and Safety approved the above-referenced
contract to do business with your company. Enclosed is a fully executed copy of the Agreement
for your records.
Please review the attached sample Invoice, (Exhibit B of your contract). Although we do not
require you to use this specific form, we do ask that you please submit the information requested
on the sample invoice in a similar layout when submitting an invoice for services rendered. This
format replaces any other form previously used by the City and is effective upon approval of your
contract. Thank you for your cooperation.
if you have any questions or concerns, please do not hesitate to contact me at 317.571.2628.
Sincerely,
Sandra Johnson
Deputy Clerk-Treasurer
Enclosure