Lectro-Communications, Inc./Comm Ctr Lectro Communications, Inc.
4 x 7 NArad 04 07. lo. 10
Communications Department 2010 Tont Ah44i1S 103
Appropriation #43- o515.01; P.O. #26852
APPROVED, TO
Contract Not To Exceed $6,084.00
FORM BY:
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
Lectro- Communications, Inc., an entity duly authorized to do business in the State of Indiana "Vendor").
TERMS AND CONDITIONS
1. 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.
2. PERFORMANCE:
City agrees to purchase the goods and /or services (the "Goods and Services from Vendor using City
budget appropriation number 43- 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.
3. 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 Six Thousand Eighty -Four Dollars ($6,084.00) (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.
4. WARRANTY:
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.
5. 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.
Z: \E Bass\,My Documents \Professional Services \COMMUNICATIONS\? 010 \Lc tro-Communications doc:300 1:33 Pryl]
Lectro- Communications, Inc.
Communications Department 2010
Appropriation #43- o5/5.0/; P.O. #26852
Contract Not To Exceed $6,084.00
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 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.
7. 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, 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 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.
9. 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 obligations shall survive the termination of this Agreement.
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Lectro Communications, Inc.
Communications Department 2010
Appropriation #43- o515.01; P.O. #26852
Contract Not To Exceed $6,084.00
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.
[Z:E Bass ,My Documents\ Professional Sen icesTOMMUNICATIONSi2010'Lc tro- Communications.doe 3 /30/2010 1 :34 P�]
Lectro Communications, Inc.
Communications Department 2010
Appropriation #43- o515.01; P.O. #26852
Contract Not To Exceed $6,084.00
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: Carmel Clay Communications Center
31 First Avenue NW
Carmel, Indiana 46032
ATTN: Marvin Stewart, Director
AND
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Lectro- Communications, Inc.
15555 Stony Creek Way
Noblesville, Indiana 46060
Telephone: (317) 774 -1867
E -Mail:
ATTENTION:
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.
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.
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Lectro Communications, Inc.
Communications Department 2010
Appropriation #43- o515.01; P.O. #26852
Contract Not To Exceed $6,084.00
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, 2010, 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.
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Lectro Communications, Inc.
Communications Department 2010
Appropriation #43- 0515.01; P.O. #26852
Contract Not To Exceed $6,084.00
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 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 LECTRO- COMMUNICATIONS, INC.
by and through its Board of Public
Works and Safety
By: By:
Alar
James Brainard, Presiding Officer Authorized Sign.ture
ate:
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j�d�! Printed Name
Ma Ann cur e, Member
Date: L/ 7 `/0
Title
Lori S. Watso ember FID/TIN: S 7 `f X G
Date: `ri 7/(0
SSN if Sole Proprietor:
ATTEST:
Date: g/ i 2.--e. €-0
Al /L I I
•iana Cordray, IAMC, Orr Treasurer
Date: 7
[Z: \E Bass\My Docwncn s \Professional Senvices&COMMUNICATIONS\20101Lec ro- Communications -doc3 /30/2010 1 34 P,y]
Learn-Communications, Inc.
COMMUNICATIONS EQUIPMENT SERVICE AGREEMENT
Lectro- Communications, Inc. agrees to furnish Preventive Maintenance, Emergency Service (Except mobile and portable units
outside normal working hours), and Standard Service, as described on this and attached pages, on communications equipment listed.
CUSTOMER: Carmel Clay Communications Center
31st Avenue N W
Carmel, IN 46032
MONTHLY MONTHLY
SERIAL UNIT SERVICE
ITEM QTY. MAKE MODEL NUMBER Description RATE CHARGE
1 5 Ericsson STPST2 Mastr III 100 watt EDACS Repeater Station 25.00 125.00
Used for Backup EDACS Repeater System
2 4 M /A -COM M7100 EDACS Control Station and Power Supply 25.00 100.00
3 8 M /A -COM M7100 EDACS Control Station and Power Supply used 10.00 80.00
for audio to be recorded.
4 1 Ericsson Mastr II Police Point to Point Base Station 30.00 30.00
5 3 Ericsson Custom MVP Monitor Receivers 2.00 6.00
6 2 M /A -COM SXHMCX VHF Base Station for Fire Dispatch and the other 30.00 60.00
Fire Point to Point)
*Indicates equipment to have 24 hour Emergency Service. Total Charges from April 1 2010 through Dec. 31, 2010 $6,084.00
Lectro- Communications, Inc. normal working hours are 8:00 AM to 4:30 PM Monday through Friday.
Lectro- Communications, Inc. the Carmel Clay Communications Center agree to the provisions of this Serve Agreement.
Lectro- Communications, Inc. Carmel Clay Communications Center
By: lZ4 (11 By:
Title: ry Title: ,.f/.,.- ..e.
Date: 3 2 1-11) Date: 3— Z 0
1.5555 Sto Creek Wa 9!
Noblesville, IN 46060 "EXHIBIT
(31.7) 774 -1867
FAX (317) 774 -1869
MONTHLY MONTHLY
SERIAL UNIT SERVICE
ITEM QTY. MAKE MODEL NUMBER Description RATE CHARGE
7 6 M /A -COM HB8MTX Jaguar 725M control stations power supplies and 25.00 150.00
Vega remote control tone panels.
8 1 Kenwood TKR840 UHF Base Station for Weather Sirens 20.00 20.00
9 1 Kenwood TK790 Control Station for use with IHERN and Power 15.00 15.00
Supply.
10 6 M /A -COM 700P Jaguar 700P Portable Radios for the Dispatch 15.00 90.00
Center.
"EXHIBIT _tk-44
PROVISION OF SERVICE AGREEMENT
1. PREVENTIVE MAINTENANCE: Lectro- Communications, Inc, (hereafter referred to as Lectro -Comm) will in
accordance with its standard practice, inspect Carmel Clay Communications Center (hereafter referred to as
Customer) communications equipment listed on the Service Agreement, and make repairs, adjustments and
replacement of parts and components as may be necessary to maintain the equipment in proper operating
condition, provide that services and maintenance are necessitated by normal usage of the equipment. A
preventive inspection will be rendered to the equipment by Lectro -Comm at time of repairs as may be require.
Lectro -Comm will at the time of service, certify the equipment is operating in accordance with the FCC rules and
regulations concerning transmitter power output, frequency and modulation.
2. EMERGENCY SERVICE:
(a) HARRIS EDACS REPEATER STATIONS, VHF BASE STATIONS, M/A -COMM MAESTRO C3
CONSOLES and HARRIS CENTRAL ELECTRONICS SWITCH: Within two (2) hours of notice to
Lectro -Comm a technician will be dispatched to perform emergency service as may be required to
restore any of equipment listed on the Service Agreement to normal operation. This service will be
provided at any time and as often as may be required without additional charge. In the event, however,
that the service required was not sue to normal usage or due to natural cause (such as lightning or
electrical surges) billing will be rendered at reasonable rates.
(b) MOBILE RADIO UNITS, PORTABLE RADIO UNITS and CONTROL STATIONS: Lectro -Comm will
provide prompt emergency service on mobile radio units, portable radio units and control stations listed
on the Service Agreement, during normal working hours upon request. If emergency service on mobile
radio units, portable radio units or control stations is requested outside normal working hours, Customer
agrees to pay for such emergency service upon receipt of invoice.
3. STANDARD SERVICE: Upon notice to Lectro -Comm of failure of a mobile radio unit, portable radio unit or
control station, a technician will be dispatched as soon as possible to make repairs or adjustments to place the
mobile radio unit, portable unit or control station in normal operating condition. Standard Service on mobile radio
units, portable radio units or control stations will be preformed only during normal working hours. Standard
Service on portable radio units, pagers and associated chargers will be preformed at Lectro- Communications
Service Shop. Lectro -Comm will pick up portable radio units, pagers and associated chargers for repair and
deliver repaired units to Customer.
4. EXTRA SERVICES: Upon request of the Customer, Extra Services will be billed at reasonable rates in effect at
time of service, Lectro -Comm will.
(a) Install additional communications equipment.
(b) Arrange for service of tower lights, base station antenna and transmission lines.
(c) Repair and restore to normal operating condition any communications equipment not covered by the
Service Agreement, but forming a part of the Customer's communications system.
(d) Make improvements on the Customer's communications system as a result of progress in technical
development.
"EXHI IT
(e) If Lectro -Comm finds that any of the Customer's communications equipment listed on the Service
Agreement had been altered of repaired by the Customer or others or has been misused in such a
manner as in the opinion of Lectro -Comm to effect or detract from the performance of the
communications equipment, Lectro -Comm is under no obligation to repair the communications
equipment, but will bring the condition to the attention of the Customer, outline services which should
be preformed to restore the communications equipment to normal operating condition and upon
request of the Customer, perform such service at the then current reasonable rates for parts and
labor.
(f) Customer agrees to pay upon receipt of an invoice for all services preformed under the paragraph at
reasonable rates in effect at time of service.
5. REPLACEMENT OF PARTS AND COMPONENTS: Lectro -Comm will replace parts and components of
communications equipment, when such replacement is made necessary solely through the normal use of the
communications equipment. Replace parts and components not covered by the Service Agreement are batteries
and antennas for portable radio equipment and antennas for mobile radio equipment
6. RESPONSIBILITY OF LECTRO -COMM: Lectro -Comm warrants that all services preformed on Customer's
communications equipment shall be of kind and quality necessary to assure performance of such equipment in
accordance with the equipment's specifications. If Customer has paid Lectro -Comm for any service performed
under Extra Service, which is found faulty of defective within (90) ninety days of service, Customer shall notify
Lectro -Comm, and Lectro -Comm will correct such faulty or defective work at its own expense. The foregoing
states the entire liability of Lectro -Comm, under this agreement. It is specifically agreed Lectro -Comm shall not be
liable to Customer for damages incurred by the Customer as a result of any interruption in the operation of its
communications system or of any failure of said system or any part thereof. In no event shall Customer make any
claim against Lectro -Comm for the responsibilities for the installation, service and maintenance of motor
generators, batteries and uninterrupted power supplies for the communications systems, nor with the respects to
effects upon transmissions and reception produced by or emanating from such supplies, nor wiring, fusing or
termination of any 110 volt AC or DC circuits unless otherwise agreed to in writing by Lectro -Comm and
Customer. Further Lectro -Comm shall not be responsible for modifying or making additions to the Customer's
communications system as result in the progress in the technical art, unless requested and paid for by the
Customer herein provided.
7. REVISIONS OF RATES: Agreement by giving the Customer written notice no later than (60) sixty days prior to
the expiration of the yearly period and said revised rate shall be in effect ad of the beginning of the next yearly
period, unless either party exercises its option to terminate this Service Agreement as provided herein.
8. ADDITIONAL EQUIPMENT: If at any time Customer and Lectro -Comm desire to include any additional
communications equipment within the scope of this Service Agreement, they may do by mutual written agreement
provided that such equipment is added at rates in effect at the time of performance. Equipment added will be
subject to yearly revisions of rates as provided.
9. TERM: The term of this Service Agreement shall begin upon the date of the Service Agreement. The
term of the Service Agreement shall continue for one year, and successive yearly periods thereafter, unless either
party terminates this Service Agreement as of the end of the current yearly period by notice in writing delivered to
either party not less than (60) days prior to the end of the said yearly period
6f