Word Systems, Inc./ CPDWORD SYSTEMS, INC., C0(-r-'6c_f*f C.t. 0-7. 04, 02
Police Department-200 APPROVED, AS TO
Appmpiiation #1110-515-01; 'P.O. #18980
Contract NotTo Exceed $2,667.20 FOCI BY:
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS ,AND.SERVICES("Agreement';) is'herebyentered into by
and between the City of Carmel,ji-idiana,,:acting by and through its.I3oard of Public Works. and Safety '("City"),,and
Word Systems, Inc., an entity dutyauthcrtzed to do'business,in the State of Indiana (°Vendo?').
TERMS,AND CONDITIONS
ACKNCWLEDGMENT,.ACCEPTANCE:
Vendor acknowledges that ithas read and understands"this: Agreement, andagrees:that its execution of
same constitutes its acceptance of all of the.Agreement's terms;ahd conditions..
2. PERFORMANCE:
City agrees to purchase the goods andlor services (the "Goods and ;Services") from Vendor using City
budget appropriation number 1110-515-01 funds. Vendorragrees to provide the Goods and Services and 6
otherwise perform the requirements of this Agreement by applying at all times the highest technical and
industry standards.. '
3. PRICE AND PAYMENT TERMS:
3:1 Vendor,estimates that thestotai price for the,Goods and Services to be provided to City'hereunder
shall be no more than Two Thousand Six Hundred Sixty Seven Dollars and Twenty Gents
($2,667:20) (the "Estimate"), Vendor shall submit an invoice to City no more than once every.thirty
(30) days.detaiting the.Goods and Services provided; to City, within such time 'pe'riod. 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 notdisputed, 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 performedand..satisfied
all the terms and conditions of this Agreement.
U Vendor. agrees not to provide any Goods,and'Services to City that would cause Die 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..
4. WARRANTY:
Vendor expressly warrants that the.Geods and Services covered by this Agreement will conform to those,
certain specifications, descriptions,andlor quotations. regarding same as.were provided to'Vendor by City,ail
of which documents are incorporated"herein byreference and that the Goods and'Services will be delivered
In a timely, good and workmanlike manner, and free from defect. Vendor acknowledges that. tknows 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
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WORD SYSTEMS, INC:-
Police Department --200
Appropriation'41110-,515-01; P.O. #18980
ConfractNot To Exceed $2;667.20
5. TIME AND. PERFORMANCE:
This Agreement shall becomeeffective as of the last date;on.which a party hereto,ezecutes,same ("Effective
Date"), and both parties shall thereafter perform their obligations hereunder in a`timely manner. Time is of
the essence of this Agreement.
6. 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 inforimation
relating thereto. At'fhe time of the°delivgry of the Goods ahd'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 thafis'a'paii`o€,the Goods and Services;.
7. LIENS:
Vendor shall not cause or permitthe 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,filjng thereof, by payment or bending,
City shall have the right to pay such'llen or obtain such bond, all at'Vendor's sole.cost and expense:
8. 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 theybenefit of
creditors or dissolves, each such event constituting an.event of default;hereunder„Cityshall have the right-to
(1) terminate all or any parts of;this Agreement„ without liapility to Vendor aand(2)'exercise-all other rights
and remedies available to City at lawandlor in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendors hall procure and maintain ih fuh 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:anyof'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,IJ no less than those amounts set forth in attached Exhibit &,. endor shalt
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.sudhpolicies, and, shall providb'thatsuch insurance policies shall note
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, liut'not,limited to„ reasonable attorney,
fees)"for injury, death ,andlor ,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'Vendors.use.of City property.
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WORD SYSTEMS, INC:
Police'Departinent - 200
Appropriation #i1110-515-OP; P:O',ft18980
Contract Not To Exceed $2,667.20
Vendor fuhirer agrees to indemnify, defend and,hold harmless City and its officers, officials„agents=and,
employees from all claims arid' 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 andlorof any of Vendor's agents,
officers, employees, contractors or subcori'tractons in the performance of this Agreement. These
indemnification 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 Vendors performance ofits obligations under'this,Agreement and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to-indemnifyand hold harmless
City from anylass, damage andlor liability resulting from=any such_vioiation of such laws, orders; rules,
regulations and codes. This indemnification,obligation shall, survive. the termination of this Agreement..
11. NONDISCRIMINATICN.
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 ;inthe provision, of any Goods
and Services,provided bydhis 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 andlor Vietnam era veteran
status.
12. IVO'IMPLIED WAIVER,
The failure of'eitherpartyto require;performance`by the other of any provision ofthis Agreement shall not
affect the right of such partyfo require such performance:at anytime 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 ariy other provision hereof.
13. NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement,-whether as collateral fora loan or otherwise, and shall-not
delegate its obligations under-this Agreement.without City;s prior written consent.
14. REI-ATIONStiiP OF PARTIES.
The relationship of'the.parties hereto shall be.as,provided for it this Agreement,.,and neither Vendor nor any
of its officers, employees; contractors,. subcontractors and agents.are employees.of'City, Thercontract price
.set forth herein shall'be the full and maximum compensation. and monies requi ed of City to,be paid. to
Vendor under or pursuantlo.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 corflict.of laws' provisions. The parties agree that, in'theievent aaawsuit 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°antl has jurisdiction over same.
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WORD SYSTEMS, INC.
Police Department - 200
Appropriation #1110-515-01; P.O. #18980
Contract Not To Exceed $2,667.20
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.
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: Michael Fogarty, Chief of Police
AND
If to Vendor:
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
Word Systems, Inc.
9225 Harrison Park Court
Indianapolis, Indiana 46216
Telephone: 317-544-0499
E-Mail:
ATTENTION: Marcie Morgan
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.
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.
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WORD SYSTEMS, INC.
Police Department - 200
Appropriation #1110-515-01; P.O.#18980
Contract Not To Exceed.S2.667.20
18.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. 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.
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 31, 2008, and
shall, on the first day of each January thereafter, automatically renew fora 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: I
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.
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WORD SYSTEMS, INC.
Police Department -`200'
Appropriation #1110-515-01; P.O. #18980
Contract Not To Exceed $2,667.20
26. 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 suba ect matter hereof, and,supersedes all prior oral
or written representations and,agreements'regarding same. Notwithstanding any other term or condition set
forth herein, butsubjectto„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
coritained,in. this Agreement, the term or condition contained rn 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
WORD SYSTEMS,'INC.
byand,th-rough its Board, of Public
works and Safety
BY!
ATTFRT
11n LLs Lsmer
Printed Name e"v
Title
FIDITIN:,
SSN if Sale Proprietor:
Dater l02 - O
?ZIf 6^.is N1'?r' >r1A1PN(tiTP153NCtt'.f[1RAISIG R-9-SI]dK'.I 111Wd I"'111 6
Standard Support Agree
Word Systems, Inc.
9225 Harrison 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 PD
(Hereafter referred tows 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 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
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 III-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 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 (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.
Terms of Agreement 09/01/08-08/31/09
Amount $2667.20
Equipment Covered under this WSI Standard Support Agreement
This Standard Support Agreement will cover Service, Support, Parts and Labor for items listed
below.
Equipment Make & Model Number
Ol iRecord IR-DVS-001
02 iRecord IR-DWS-001
03
na
05
06
07
08
09
10
* see attachment A for additional entries
Serial Number/Software License #
SN AVA-311220-1
SN AVA-311220-2
SN
SN
SN
SN
SN
SN
SN
SN
II. SERVICE. WSI will nrovide to Purchaser best efforts maintenance and repair service
A. Support on software and hardware listed 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 furnished at no charge on a best efforts basis. The returned
'defective and/or warn pans replaced become property of WSI. WSI 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 perfol{rance
"EXHIBIT L
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 WSJ office between S am and i pm, Monday
through Friday.
111. CHARGES. Addilim"d Charues, if in 11, NIII be i sDys,ed our the, aerevinvul as slhinru belu?r:
A. Purchaser agrees to pay for any consumable items provided by WSJ. Purchaser agrees to pay for. parts that normally
wear out if older than 5 years. Purchaser agrees to pay for the repair of items damaged or dropped by purchaser.
B. WSJ 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 rates for all repairs and software support needed to
repair computer vines contamination of our WSJ Computer System. The client agrees not to load arty software on our
WSI 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 connections other than those items WSJ
supplies to the purchaser to install WSI equipment.
C. 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. WSl.resen•es 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. WSJ will charge for any pars that musrbe 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
warritaty, and to coincide with die 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 am subject to revision
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 or carpentry work external to WSJ equipment.
B. Maintenance of accessories, attachments or other devices not furnished by WSI.
C. Free loaner equipment. WSJ recommends the client buy spare terminals and. accessories to replace broken units
until WSI 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 WSI support technician. See WS1 account representative for all training 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 WSJ 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. WShshall not be liable or held responsible for consequential loss from stoppage, breakdown, vims 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 calls that are caused by lack of training or damage done to WS1 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 WSJ 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 WSI approved storage media and perform
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 WSI for an additional charge is 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.
Vlll. 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_ ile 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 customer at
standard WSJ training rates. ,4
ACCEPTANCE:
Purchaser Signature:
Printed Name:
Date:
WSI Signature:
Printed Name:
Date:
"EXHIBIT yz '°MAFUH