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Word System, Inc./CPDPolice Dept. - 2004 Appropriation #515-01 P.O.#7726 Contract Not To Exceed $2,716.00 S ~S~ AGREEMENT ]FOR PURCHASE OF GOoDs AND ERvIc 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 Word 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 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 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 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 Seven Hundred and Sixteen Dollars ($2,716.00) (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. Word Systems, Inc. Police Dept. - 2004 Appropriation #515-01 P.O.#7726 Contract Not To Exceed $2,716.00 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 property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, ali 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 with Vendor's provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property. Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification Word Systems, Inc. Police Dept. - 2004 Appropriation #515-01 P.O.#7726 Contract Not To Exceed $2,716.00 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 w~thout C~ty s prtor written conse t. 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. Word Systems, Inc. Police Dept. - 2004 Appropriation #515-01 P.O.#7726 Contract Not To Exceed $2,716.00 17. 18. 19. 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: Timothy Green, Acting Chief of Police Douglas C. Haney, City Attorney Department of Law One Civic Square Carmel, Indiana 46032 If to Vendor: Word Systems, Inc. ATTN: Christy Walchle 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 five (5) business days from the date of such oral notice. 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. 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. Word Systems, Inc. Police Dept. - 2004 Appropriation #515-01 P.O.#7726 Contract Not To Exceed $2,716.00 20. 21. 22. 23. 24. 25. 26. 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 welI 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. 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 31, 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. 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. 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. NO THIRD PARTY BENEFICIARIES This Agreement gives no fights 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 freely, voluntarily, and without any duress, undue influence or coercion. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. Word Systems, Inc. Police Dept. - 2004 Appropriation #515-01 P.O.#7726 Contract Not To Exceed $2,716.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA WORD SYSTEMS, INC. by and through its Board of Public Works and Safety By: James Brainard, Presiding Officer Diana Cordray, IA~ 21erk-Treasurer Date: O"- ~ ~ Printed Name Title FID/TIN: SSN if Sole Proprietor: Date: .3 - Z z. WOP,,D S TEMS, INC. Standard Support Agreement This is a support agreement between Word Systems, Inc. (hereafter referred as WSl) and Customer: Carmel Police Department This agreement is for the purpose of defining the terms and condition under which hardware ands software support will be provided to purchaser. This Agreement supercedes any other agreement, verbal, written and/or implied. I-A. TERMS OF AGREEMENT WSI agrees to support, maintain and repair purchaser's equipment listed below, for the full term of this agreement, on a best efforts basis, for the charges shown below. This agreement becomes effective on it's start date, shown below, and shall continue for it's full term, also shown below. No refunds shall be given for Standard Support Agreements cancelled dudng the contract pedod. All Standard Support Agreements are written for one a (1) year term only. Multiple year Standard Support Agreements are not accepted by WSI, unless paid for fully in advance. The rate may be increased at the anniversary date per section I and IlI-D of this WSI Standard Support Agreement. Each yearly maintenance rate may be calculated considering factors that include, but are not limited to, inflation, fuel costs, availability of parts, software, history of support cells and parts used dudng previous year. This agreement may otherwise remain in force until either party gives written notice of termination 90 days prior to its annual anniversary date. Standard Support Agreements shall be invoiced (1) year in advance at the charge shown on page 1, on the date shown, which is subject to the terms of Section III-E and Section V. herein. At the end of this agreement it may be renewed provided both parties agree to such renewal. This contract will be canceled if payment is late. TERM OF AGREEMENT AMOUNT September1,2004 -August31,2005 $2716.00 Per Year 01 O2 Equipment Make & Model Number Dictation System 03 EQUIPMENT COVERED UNDER THIS WSI STANDARD SUPPORT AGREEMENT This standard support agreement will cover service, support, parts & labor for the items listed below Serial Number/Software Ucense # SN TBD SN SN * see attachment A for additional entries II. SERVICE. WSI will provide to Purchaser hast efforts maintenance and repair service A. B. C. III. CHARG;_$ Support on software and hardware listed in on first page and in addendum if needed. Twenty-four hour phone and/or modem support. On site support during normal business hours. Repairs will be performed and replacement parts will be furnished at no charge on a best efforts basis. The returned defective and/or worn parts replaced become property of WSI. WSl reserves the right to replace or exchange any defective piece of equipment or accessory with another if it is determined there is a need to do so, regardless of age or serial number. WSI personnel will perform the installation or repair of any WSI system on a best efforts basis. D. Installation of hardware, field engineering, change orders or enhancements to basic hardware and software that is required by the manufacturer to correct a problem, it must be determined to be essential and be needed to keep the equipment running. This does not include extra features and enhancements that are sold to increase performance E. Account representative will assist purchaser in training of any new personnel when necessary for as new employees are added. All training by WSI will be done at Purchaser's site or a WSl office between 8 am and 5 pm, Monday through Friday. Additional Charqes, if any~ will ha assessed per this aqreement as shown below: A. Purchaser agrees to pay for any consumable items provided by WSL Purchaser agrees to pay for parts that normally wear oat if older than 5 years. Purchaser agrees to pay for the repair of items damaged or dropped by purchaser. B. WSI will charge for time and materials for performing any services connected with relocation of equipment and expansions of equipment. WSl will charge time and materials rates for all repairs and software support needed to repair computer virus contamination of our WSI Computer System. The client agrees not to load any software on our WSl computer without written permission from the WSl Service Manager. XhiBiT WSI is not responsible for telephone lines, induced noise by radio stations and other equipment, cabling and connections other than those items WSI supplies to the purchaser to install WSI equipment. WSI will charge for any installation of equipment upgrades and expansions, software enhancements, software and related modifications or additional attachments and accessories that the customer requests but would not normally be essential to keeping the equipment operational. D. WSI reserves the right to amend this agreement with a 30-day notice of intent to do so. Should the purchaser not accept the changes or modifications, the purchaser has the right to cancel said agreement at the end of the term. E. WSI will charge for any parts that must be replaced due to cause other than normal wear and tear or damages caused by accident, abuse, or for work done due to inadequate training or operator errors. F. New additional hardware or software purchases will result in adjustment of annual support charges. Purchaser will be invoiced for annual support premiums related to such additions. The invoice will be pro- rated to consider any warranty and to coincide with the anniversary of this agreement G. Service charges for hardware or software or training not covered by this agreement will be at the current prevailing Word Systems. Inc. rates. These Rates can be increased or decreased, without advance notice. Rates set forth in this agreement are based on National rates at this date, new rates will be published each year and are subject to revision upward or downward in conformity with the National Schedule published by the Business Technology Association. IV. EXCLUSIONS. WSl will not provide: A. Electrical work or cables, plumbing, drilling or carpentry work external to WSI equipment. B. Maintenance of accessories, attachments or other devices not furnished by WSI. C. Free loaner equipment. WSI recommends the client buy spare terminals and accessories to replace broken units until WSl can make repairs (if the application is so critical that repairs can't wait). D.Free repairs for damages done, to our system, by external computer Virus Contamination. E.Free repair for lightning and high voltage power surge damage to our equipment while at the Client's site. F. Operator training by a WSl support technician. See WSl account representative for all training needs. V. WSl RESERVES: the right to modify or delete any term of this agreement by giving a 30-day prior notice to purchaser. Notwithstanding Section I, in the event that WSl modifies or deletes any term of this Agreement, purchaser may terminate this agreement effective as of the anniversary date on which such modification or deletion was to become effective by giving WSI written notice of its intent to terminate 90 days prior to anniversary date. VI. LIABILITY. WSI shall not be liable or held responsible for consequential loss from stoppage, breakdown, virus contamination, theft, loss of data, lack of available parts from the manufacturer, loss caused by power failures, loss caused by lack of purchaser hardware or software backups, work done due to lack of proper training of purchasers personnel or failure of the equipment or software itself. Client is expected to backup all data, voice and video files and to protect the computer from incoming virus damage. Service cells that are caused by lack of training or damage done to WSI equipment by incompetent personnel shall be invoiced at the currently published time and materials rates. The Client is expected to keep personnel well trained. Training programs are available from WSI for an additional charge. VII. CUSTOMER RESPONSIBILITY. During the support agreement period, it shall be the responsibility of the purchaser to have equipment protected by WSI approved uninterruptible Power Supply (UPS) and to use WSl approved storage media and porform preventative maintenance as described in the Operators Manual, It is the responsibility of the purchaser to have trained personnel operating the equipment. Additional training is available from WSl for an additional charge as new people are hired to run the equipment. The Purchaser shall make the equipment available to the service department representative as soon as a representative arrives on-site and agrees to allow the WSI service representative access to the equipment, immediately upon arrival. Any delays will be charged for at our regularly published service rates. Access will be given to him/her for as long as it takes to repair and adequately test the equipment. I (We) accept the terms and conditions of this agreement without exceptions. VIII. TRAINING. Training provided with the purchase of a system consists of on-site training upon completion of installation. Normal training is I hour or specified clearly in the Purchase Agreement if other than I hour. Detailed training shall encompass an overview of all functions and features necessary to operate equipment. It is the responsibility of the purchaser to have trained personnel operating the equipment. It is the responsibility of the purchaser to have basic PC knowledge pdor to system training on new equipment. Upon completion of initial training shall purchaser require additional training of staff, WSI will invoice customer at standard WSl training rates. ACCEPTANCE: ~ Purchaser Signature: WSl Signature: Printed Name: Printed Name: Date: Date: