Word Systems, Inc/CourtsWord Systems, Inc.
Court. - 2005
Appropriation #640 & 515.01 P.O.#13912
Contract Not To Exceed $10,606
APPROV~D,,A$
FORM
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered
into by and between the City of Carmel, Indiana, acting by and througb 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") fi'om Vendor using
City budget appropriation number 650.01 and 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 Ten Thousand Six Hundred and Six Dollars ($10606.00)
(the "Estimate"). Vendor shall submit an invoice to City no more tban once ev§ry 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 wouId 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
l'or 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 botb parties shall thereafter perform their obligations hereunder in a timely
manner. Time is of the essence of this Agreement.
Word Systems, Inc.
Court. - 2005
Appropriation #640 & 515.01 P.O.#13912
Contract Not To Exceed $10,606
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 infom~ation 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
snch 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 o~: 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 fi'om 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.
Courl. - 2005
Appropriation #640 & 515.01 P.O.#13912
Contract Not To Exceed $10,606
obligations shall survive the termination of this Agreement.
10.
GOVERNMENT COMPLIANCE:
Vendor agrees to comply witb 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 fi'om 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 tbat 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 relatfid 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 he[eunder, 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.
SEVERAB ILITY:
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.
Court. - 2005
Appropriation #640 & 515.01 P.O.#13912
Contract Not To Exceed $10,606
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: Gall Bardach, Carmel City Court Judge.
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, lndiana 46032
If to Vendor:
Word Systems, Inc.
9225 Harrison Park Court
Indianapolis, IN 46216
Notwithstanding the above, notice of terlnination 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 stich payment amount shall not
exceed the Estimate amouut 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.
Court. - 2005
Appropriation #640 & 515.01 P.O.#13912
Contract Not To Exceed $10,606
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 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 docmnents 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,
2005, 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 rights or benefits to anyone other than City and Vendor.
ADVICE OF COUNSEL:
The parties warrant that they [39ve 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.
Court. - 2005
Appropriation #640 & 515.01 P.O.#13912
Contract Not To Exceed $10,606
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreemeut as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
WORD SYSTEMS, INC.
By:
James B. rm ,0,~d, Prestd~ng Officer
Date:
Datefr~, ~]--~. ~"-
~ __~' //~ ( ~ Z/ ep~ ~Clerkfor
15iann Cordray, IAM~/~Jerk-Treasurer
Date: / ~,Tf)//t9 ~'-' .
By:
Printed Ntqhe
SSN if Sole Proprietor:
WORD SYSTEMS. INC.
FTR PROPOSAL PREPARED FOR CARHEL CZTY COURT
FTR GOLD RECOMMENDATION FROM: WORD SYSTEMS
PREPARED BY: Christy Walchle
DATE: 17-Nov-05
] QT,Y,, :1 " ........ .... ' "-: ' DESCRIPTION ; ,~,~!, '' ' ~i~: ~,:' ?:" !; :!PART ~: ! {~.L; ~UNIT PRICE ,~;EXTENDED ,
1 FTR REPORTER l-Pack Version 2.1 FTR-REP2.1 $ 3,995 $ 3,995
1 FTR PLAYER PLUS 1~Pack (Transcribin9 Software) $ $
2 FTR Headsets (1 for courtroom,1 for court reporter) VEC-SP-PC $ 35 $ 70
2 Foot Pedal USB FTR-FOOTPED-USB $ 95 $ 190
1 FTR LOG NOTES Ver 2.1 FTR-LN2.1SE $ 345 $ 345
1 USB FTR Mixer FTR-8M/4LO/1ML $ 2,800 $ 2,800
I EXTERNAL DIGITAL CLOCK FTR-EXDIG/CLOCK $ $
2 Gooseneck or Flat Microphones (5 for each room) $ 415 $ 830
1 50 pack of CD's and Jewel cases included
FTR SUB.TOTAL WITH OPTIONAL ITEMS $ 8,230
FTR INSTALLATION & TRAINING $ 977
FTR TOTAL $ 9,207
Maintenance Contract Per room $ 1,399
NOTES:
1 Word Systems to use existing cabling or cablin9 provided by maintenance department
2. Customer to provide PC's meeting FTR Specifications. See attachment
If customer purchases computer from Word Systems the price ranges from $800-$1100
3. $675 paid on existing GMA to be pro-rated and credited towards digital ($563 = 2 mos. To be credited)
3.Lease Options of One (1) Annual Payment Per Year ($3659.00) yr. for 3 years (Excludeds Maintenance)
Lease Payment May Change Upon L~ase Application
TERMS:
50% Due upon order 150% due upon installation
Please make purchase orders to Word Systems, 9225 Harrison Park Court, Indpls. IN 46216
DELIVERY: Please allow 30-60 days from date of written purchase order for delivery.
WARRANTY INFORMATION: FTR Gold is fully warranted for 60 days, parts and labor
QUOTATION IS VAL. ID FOR 30 DA S~- "~
$ o, t=,o'6, oO
Standard Support Agreemen
Word Systems, Inc.
9225 Han'ison Park Court, Indianapolis, IN. 46216 - Phone - 317-544-0499
8-AM to 5-PM, Monday -Friday - (includes 24 hour, Emergency Coverage )
This is a support agreement between Word Systems, Inc. (hereafter referred to as WSI) and
Customer Name: Carmel City Court
(Hereafter referred to as the purchaser).
This agreement is for the purpose of defining the terms and conditions under which Hardware and/or
Software
Support will be provided to purchaser. This Agreement super-cedes any other agreement, verbal, written and/or implied.
I-A. TERMS of Al~reement
WSI agrees lo 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 bglow, and
shall continue for it's full term, also shown below. No refunds shall be given £or Standard'S~ipport A~re~m~nts cancelled
-during the contract period.'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 II1-D of this WSI Standard Support Agreement. Each yearly maintenance rate may
be calculated considering factors that include, but arc not limited to, inflation, fuel costs, availability of parts, software,
history of support calls and parts used during 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 (l) 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 cance!ed if payment is late.
Terms of Agreement 01/01/2006-01/01/2007
Amount $1,399.00
Equipment Covered under this WSI, Standard Support Agreement
01
02
03
04
05
06
07
08
09
10
This Standard Support Agreement will cover Service, Support, Parts and Labor for items listed
below.
Serial Number/Software License tl
Equipment Mak. e & Model Number
FTR System
* see attachment A for additional entries
SN
SN
SN
SN
SN
SN
SN
SN
SN
SN
II. SERVICE. WSI will provide to Purchaser best efforts maintenance and repair service
A. Support on software and hardware lis?d in on first page and in addendum if needed.
B. Twenty-four hour phone and/or modem support.
C, Repairs will be performed and replacement parts will be ~tmished at no charge on a best eft'orts basis. T}~e returned
defective and/or worn parts replaced become property of WSI. WS[ re.serves 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 pe~onnel will perfunn 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 soft:ware that is
requlrcd by the manufacturer to correct a problem, It must be determined to be e..qsential and be needed to keep the
equipment running, This does not include extra features and enhm~cements that are sold to increase performance
E. Account representative will assist purchaser in training of any new personnel when necessary for as new employees
arc added. All training by WSI will be done at Purchaser's site or a WSI office between 8 am and 5 pm, Monday
through Friday.
IH. CHARGES. Additional Charges, if any~ will be assessed per this agreement as shown below:
A. Purchaser agre~ to pay for any consumable items provided by WSI. Purchaser agrees to pay for parts that normally
wear out if older than 5 years. Pumhaser 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. WSI will charge time and materials rotes for all repairs and software support needed to
repair computer viras contamination of our WSI Computer System. The client agrees not to load any software on our
WS1 computer without written permission from the WSI Service Manager. WSI is not responsible for telephone
lines, induced noise by radio stations and other equipment, cabling and connectkms other than those items WSI
supplies to the purchaser tn install WSI equipment.
C. WSI will charge for any installation of equipment upgrades and expansions, software enhancements, software and
minted 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 agmcqnent with a 30-day notice of intent to do so. Should the purchaser not
accept the changes or modifications, the pumhaser has the right to cancel said agreement at the end of the term.
E.WSI will charge for any parts that must be replaced duc to cause other than normal wear and t~dr 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. 'Die invoice will be pro-rated to consid?' any
warranty and to coincide with the anniversa,ry of this agreement .... - -
_ G. ,~.~Service charges for hardware (ir softwhre or training not covered by this agreeme'~t will be at the current prevailing
Word Systems. Inc. rates. These Ra~es can be increased or decreased, without advance notice. Rates set forth in this
agreement am based on National rotes at this date, new rates will be published each year and are subject to r~vlsion
upward or downward in conformity with the National Schedule published by the Business Technology Association.
IV. EXCLUSIONS. WSI will not provide:
A. Electrical work or cables, plumbing, drilling nr 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 acc~sories to replace broken units
until WSI can make repairs (if the application is so crilical that repairs can't wait).
D.Free repairs for damages done, to our system, by external computer Viras Contamination.
E.Free repair for lightning and high voltage power surge damage to our equipment while at the Clienl's site.
F.Operator training by a WSI support technician. See WSI account representative for all mining needs.
V. WSI 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 WSI 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 pumhaser
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 calls that are caused by lack of training or dalnage done to WSI equipment by incmnpetent 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-approCed storage media and pofform
preventative ma!n~enance 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 WSI for an additional charge as new people are hired to run the
equipment. The Purchaser shall make the equipment available to the scrgice department representative as soon as a representative
arriv~ 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 prior to system training on
new equipment. Upon completion of initial training shall purchaser require additional training of staff; WSI will invoice customs~t
standard WSI training rates. ~/
ACCEPTANCE: ~ ~ . /n ////
Purchaser S,gnatureC"~' ~-~ ~.a._ '~ ~S1 S,gnature.' ' · ~-.~
Printed Name: ~(.~,L ..~k~k0.~ ~( ~q_Printed Name: (ffJim Halsmer
Date: i[[2~/~5 ~xt, ¢.~T Date: 11-21-2005
GMARJB