Cingular Wireless/City of Carmel
APPROVED, AS TO
FORM BY:~
MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING ("Memorandum") 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 Cingular Wireless LLC., ("Vendor").
WHEREAS, Vendor has negotiated with the United States General Services Administration ("GSA") a
discounted pricing structure for municipalities; and
WHEREAS, the GSA pricing affords the City a valuable discount for the products and services compared
to what is available on the open market; and
WHEREAS, the City is entitled to enter into GSA discounts with Vendors pursuant to Indiana Code 5-22-
10-12 and 5-22-10-15.
THEREFORE, the City and Vendor agree to the following Terms and Conditions:
1. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor,
pursuant to GSA Contract 132-53 (modification #13), contract #GS-35F-0297K, Special Item
#132-53. Vendor agrees to provide the Goods and Services and to otherwise perform the
requirements of the terms of the GSA contract, attached hereto as Exhibit A, and hereby
incorporated by reference.
2. PRICE AND PAYMENT TERMS:
Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than the costs listed within the terms of the attached, hereto as Exhibit A.
3. TIME AND PERFORMANCE:
This Memorandum 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 Memorandum.
4. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of
this Memorandum or the GSA contract, 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 Memorandum, without liability to Vendor; and (2) exercise all
other rights and remedies available to City at law and/or in equity.
5. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations
[dcpv'6f22J[)6)
and codes which may be applicable to Vendor's performance of its obligations under this
Memorandum and the GSA contract, and all relevant provisions thereof are incorporated herein by
this reference. Vendor agrees to indemnify and hold harmless pty 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 Memorandum.
6. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provIsIOn of this
Memorandum 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 Memorandum
constitute a waiver of any succeeding breach of the same or any other provision hereof.
7. GOVERNING LAW; LAWSUITS:
This Memorandum 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.
8. SEVERABILITY:
If any term of this Memorandum 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
Memorandum shall remain in full force and effect..
9. NOTICE:
Any notice provided for in this Memorandum 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: , Director,
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor:
10.
REPRESENT A TIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Memorandum and that
the persons executing this Memorandum have the authority to bind the party which they represent.
Idepli6,'16i06]
2
II.
12.
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.
HEADINGS
All heading and sections of this Memorandum are inserted for convenience only and do not form a
part of this Memorandum nor limit, expand or otherwise alter the meaning of any provision
hereof.
13.
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 Memorandum.
14.
NO THIRD PARTY BENEFICIARIES
This Memorandum gives no rights or benefits to anyone other than City and Vendor.
15.
ADVICE OF COUNSEL:
The parties warrant that they have read this Memorandum and understand it, have had the
opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this
Memorandum, and enter into same freely, voluntarily, and without any duress, undue influence or
coercIOn.
(dtpt,'61\M161
3
IN WITNESS WHEREOF, the parties hereto have made and executed this Memorandum as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
[d",~'6i16/061
CINGULAR WIRELESS, LLC
Cathv Prvor
Printed Name
Vice President, 4C
Title
FID/TIN: 91-2016656
SSN if Sole Proprietor:
Date: June 16, 2006
4
6/1/2006 Cingular Wireless
MAKE
MODEL
HP 6510
HP 6515
Cingular 2125
Cingular 8100
Cingular 8125
LG C1500
LG C2000
Motorola L2
Motorola SLVR L7
Motorola SLVR L7 (pink)
Motorola V3
Motorola V3 (black)
Motorola V3i (itunes)
Motorola V3 (pink)
Motorola V557
Nokia' 6030
Nokia 6061
Nokia 6682
Nokia 9300
Novatel U730
Option GT Max
Palm Treo 650
Palm Treo 650 NC
RIM 7100g
RIM 7290
RIM 8700c
Samsung 0807
Samsung 0357
Samsung X497
Samsung X507
Samsung ZX10
Sierra Wireless 775
Sierra Wireless 860
Sony Ericsson Z520a
Sony Ericsson W600i (walkman)
BASE Price GSA current Schedule
$789.99
$789.99
$679.99
$789.99
$789.99
$119.99
$139.99
$299.99
$299.99
$299.99
$279.99
$279.99
25% off promo price
$264.99
$264.99
$169.99
$264.99
$264.99
$0.00
. $0.00
$16.99
$149.99
$149.99
$99.99
$99.99
$279.99
$259.99
$126.99
$139.99
$569.99
$789.99
$449.99
$449.99
$789.99
$789.99
$629.99
$499.99
. $789.99
$449.99
$199.99
$139.99
$149.99
$339.99
$339.99
$449.99
$199.99
$609.99
$99.99
$49.99
$0.00
$0.00
$99.99
$264.99
$34.99
$0.00
$219.99
$219.99
$149.99
$99.99
$199.99
$199.99
$0.00
$0.00
$0.00
$34.99
$0.00
$34.99
$71.99
$249.99
C
of CarlIlel
Office of the
Clerk- Treasurer
July 7, 2006
Mr. Benjamin Brown
CINGULAR WIRELESS
8888 Keystone Crossing
Suite 300
Indianapolis IN 46240
RE: Agreement for Purchase of Goods and Services
City of Carmel, Carmel Communication Center
No. 07.05.06.03
Dear Mr. Brown:
On July 5, 2006, the Board of Public Works and Safety approved the above-referenced
Agreement to do business with your company. Enclosed is a fully executed copy for your
records together with several other documents, which will ensure a successful and profitable
business relationship with the City of Carmel.
Please review the enclosed 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.
If you have any questions or concerns, please do not hesitate to contact me at 317.571.2628.
Thank you for your attention to the above-referenced matters.
Sincerely,
/~s
Deputy Clerk-Treasurer
Enclosures
'~'h
ONE CIVIC SQUARE CARMEL, INDIANA 46032 317/571.2414