HomeMy Public PortalAbout026-2016 - Purchasing - Communication Product Inc - Service Agreement for Phone ServicesPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this 17* day of 2016, and
referred to as Contract No. 26-2016, by and between the City of Richmond, Indiana, a
municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "City") and, Communications Products Inc., 7301 E. 901h Street, Suite 111,
Indianapolis, IN 46256 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide professional services in connection with service and
support of the City's telephone system, including, but not limited to, training for the City's
Information Technology Department, additions or alterations to the system, and as -needed
service and support, as more fully described on Contractor's quote. Contractor shall perform all
services described on Contractor's quote marked as "Exhibit A" which exhibit consists of
thirteen (13) pages, and which is attached hereto and made a part hereof. Contractor agrees to
abide by the same.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance; —
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
Contract No. 26-2016
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SECTION III. COMPENSATION
City shall pay Contractor a total amount estimated to be the annual amount of $3,105.00 for each
year of this Agreement at the estimated hourly rate of One Hundred Fifteen Dollars ($115.00)
per hour based upon the expectation of twenty-seven (27) hours per year for the complete and
satisfactory performance of all work described on "Exhibit A". In the event options to renew
this Agreement are exercised pursuant to Section IV of this Agreement, the hourly rates may be
modified as set forth in said Exhibit.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective as of January 1, 2016, and shall continue in effect until
December 31, 2016. The City shall retain yearly options to renew for each of the 2017, 2018,
2019 and 2020 calendar years.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the date this Agreement is terminated, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties
by setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
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SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may arise from the Contractor's conduct or
performance of this Agreement, either intentionally or negligently; provided, however, that
nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts
of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this
Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set
forth below which may arise out of or result from the Contractor's operations under this
Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may
be held responsible.
Coverage Limits
A. Worker's Compensation & Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and
shall, before commencing work under this Agreement, provide the City a certificate of insurance,
or a certificate from the industrial board showing that the Contractor has complied with Indiana
Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and
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therefore subject to another state's worker's compensation law, Contractor may choose to
comply with all provisions of its home state's worker's compensation law and provide the City
proof of such compliance in lieu of complying with the provisions of the Indiana Worker's
Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
program no longer exists. Prior to the performance of this Agreement, Contractor shall provide
to the City its signed Affidavit affirming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC
22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days
after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation
within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. If the City determines that
terminating this Agreement would be detrimental to the public interest or public property, the
City may allow this Agreement to remain in effect until the City procures a new contractor. If
this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the
Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said
determination and shall give contractor ninety (90) days within which to respond to the written
notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the
Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In
the event the City determines during the course of this Agreement that this certification is no
longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-
22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting
on behalf of Contractor or any sub -contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter
directly or indirectly related to employment, because of race, religion, color, sex,
disability, national origin, or ancestry.
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B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting on behalf of Contractor or any sub -contractor, shall not discriminate
by reason of race, religion, color, sex, national origin or ancestry against any
citizen of the State of Indiana who is qualified and available to perform the work
to which the employment relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor
or any sub -contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall
be binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
time by filing with the Agreement a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document supersedes any
previous discussion, negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative forum, venue, or in front of any other tribunal, court, or administrative
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body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY" "CONTRACTOR"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
BY:
Vicki Robinson, President
By:
Richard Foore, Member
Anthony L. Foster, II, Member
APPROVED:
M. S or
Date: �` I 1 - 1 (O
COMMUNICATIONS PRODUCTS INC.
7301 E. 901" Street, Suite I I I
Indianapolis, IN 46256
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Printed: % �G l -C3 k1 v
Title
Date:
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CPI Proprietary — Use Of This Data Beyond CSSA is Strictly Prohibited
Continuing Support Services Agreement
This Continuing Support Services Agreement (CSSA) is made this day of
20 between Communications Products, Inc. (hereinafter referred to as "CPI") and The
City of Richmond (hereinafter referred to as "Client") for continuing support services. This
CSSA will commence on
OVERVIEW
The intent of this CSSA is to provide timely access to CPI's technical resources to support
Client. The main intent of this CSSA is to provide services (labor) only. However, should
Client elect to utilize resources and/or funding provided for under this CSSA for a project
(labor and materials), CPI will provide a scope of work specific for said project. The following
are the major attributes of the CSSA:
• Provide Client with a single point of contact for software and hardware services
• Assist in the maximum utilization and protection of Client hardware and software
investment
• Provide continuity of service and assurance levels for repair services
• 24/7 emergency repair services for hardware and software
This CSSA provides Client access to CPI's technical resources to perform system
administration services, repair services, re -engineering services, and/or further application
development on Client's communications network. In consideration of Client's commitment to
this CSSA, CPI makes available a "contracted" hourly rate vs. CPI's "standard" hourly rate as
detailed below.
The following services, among others, will be performed upon Client request and the amount
of hours/dollars expended on these tasks will be deducted from the total contract
amount/"block" of hours procured.
1 EXHIBIT A PAGE Z OF 3/24/2016 Initial
800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com
CPI Proprietary — Use Of This Data Beyond CSSA is Strictly Prohibited
• Installation of the latest software patches and fixes (price of software itself will be
provided on case -by -case basis)
• On -going preventative maintenance to keep Client network at optimum performance
• Training on basic network setups (users, etc.), backups, etc.
• 24\7 access to CPI's Customer Service Center for support needs
• Preferred status with CPI's Customer Service Center for support needs
• Services performed at reduced labor rates
Project Manager
CIC Engineer
RightNow CX Engineer*
Senior Developer
Sr. Network Engineer
Sr. Telecom Engineer
Large System Telecom Tech
Key & Small Systems Telecom
Tech
Training Specialist
Fiber Cable Technician
Cable Technician
Project Coordinator
Program Manager
Architect
$270 perhour
$ 405/hour (overtime rate)
240 perhour
$360/hour(overtime rate)
240 perhour
$ 3601 hour (overtime rate))
$300 perhour
$ 450/hour (overtime rate)
$230 perhour
$ 345/hour (overtime rate)
$195 perhour
$ 292.501 hour (overtime rate)
$160 perhour
$ 240/hour (overtime rate)
$140 perhour
$ 210/hour (overtime rate)
$190 perhour
$ 285/hour (overtime rate)
$100 perhour
$ 150/hour (overtime rate)
$90 perhour
$ 135/hour (overtime rate)
$180 per hour
$ 270/hour (overtime rate)
$310 perhour
$ 465/hour (overtime rate)
$330 perhour
$ 495/hour (overtime rate)
XI I IIEIT — PAGE cl-�i 3/24/2016
$225 perhour
$ 337.50/hour (overtime rate)
$195 perhour
$ 292.50/hour (overtime rate)
$195 perhour
$ 292.50/hour (overtime rate)
$240 perhour
$ 360/hour (overtime rate)
$185 perhour
$ 277.50/hour (overtime rate)
$160 perhour
$ 240/hour (overtime rate)
$130 perhour
$ 195/hour (overtime rate)
$115 perhour
$ 172.50/hour (overtime rate)
$160 perhour
$ 240/hour (overtime rate)
$80 perhour
$ 120/hour (overtime rate)
$75 perhour
$ 112.50/ hour (overtime rate)
$145 perhour
$ 217.50/hour (overtime rate)
$250 perhour
$ 375/hour (overtime rate)
$270 perhour
$ 405/hour (overtime rate)
Initial
800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com
CPI Proprietary — Use Of This Data Beyond CSSA is Strictly Prohibited
Developer
Executive Consultant
Contact Center Consultant
Network Engineer
IP Office Applications
Engineer
$280 perhour
$ 420/hour (overtime rate)
$375 perhour
$ 562.501 hour (overtime rate)
$255 perhour
$ 382.50/hour (overtime rate)
$200 perhour
$ 3001 hour (overtime rate)
$215 perhour
$ 322.50/hour (overtime rate)
$225 perhour
$ 337.50/hour(overtime rate)
$305 perhour
$ 457.50/ hour (overtime rate)
$205 perhour
$ 307.50/hour (overtime rate)
$160 perhour
$ 2401 hour (overtime rate)
$175 perhour
$ 262.50/hour (overtime rate)
Truck/Tool Charge $75 per truck roll $50 per truck roll
*Services provided by CPI's RightNow CX Engineer are specific to Client's RightNow environment and subject to distinct terms
and conditions
-�E--L3-1 3/24/2016 Initial
800,999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com
CPI Proprietary — Use Of This Data Beyond CSSA is Strictly Prohibited
Travel Time Billed at Labor Rate
• 1 way within Marion County (50 mile radius)
• Round trip for service outside 50 mile radius
1.0 CPI HARDWARE / SOFTWARE REPAIR & SUPPORT SERVICES
Support
Support services are provided at the aforementioned contracted hourly rates from 8:00 a.m.
to 5.-00 p.m., Monday through Friday, excluding CPI observed holidays. Emergency
coverage is available 24 hours a day, 7 days a week (24/7), including holidays at the
aforementioned contracted overtime rates. All service calls shall be directed to CPI's
Customer Support Team.
How to contact the CPI Customer Support Team
Client can communicate with the CPI Customer Support Team via telephone. CPI also
provides information on the primary CPI website (www.comm prod. com).
Business Hours Phone Fax
8 a.m. — 5 p.m. 317.595.7863 317.596.7997
24/7 hour support is available by calling the same number; please have the following
information ready:
• Description of hardware or software
• Nature of problem: Brief description
• Point of Contact for call back: Name(s) and telephone number(s) and physical
address
1.1 SERVICE LEVEL ASSURANCE
The Service Performance Process:
• Initial call is answered and a work order is initiated by CPI Customer Service Team
• Resolution process begins
• A determination is made regarding the root of the problem and if the problem can be
cleared remotely or requires on -site support
• Problem is resolved and Client is notified of the resolution. The work order is closed
and the hours/dollars are applied/deducted from the total CSSA amount.
%041PI? _.I PAGE �Cf'�.i 3/24/2016 Initial
800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com
CPI Proprietary — Use Of This Data Beyond CSSA is Strictly Prohibited
For after-hours service, Client calls CPI's Customer Service number, a CPI representative will
be paged, and a return call will be placed to the Client by the CPI on -call technician. CPI will
provide remote support, troubleshooting and guidance. Remote dial -in access to the network
for troubleshooting and diagnostics is required. If on -site service is necessary, CPI will dispatch
accordingly.
1.2 SEVERITY LEVEL DEFINITIONS
Emergency Service = Two hour response time, 24/7
Issue: Service and/or product outages. Assigned to critical problems that severely affect
service, capacity/traffic, billing, and maintenance capabilities.
Action: CPI will enter the trouble ticket into its system and alert the CPI on -call technician.
This on -call technician will then contact the Client.
High Priority Service = Four hour response time during normal business hours
Issue: A loss of redundancy and situations with the potential of service degradation and/or
total outage.
Action: CPI will enter the trouble ticket into its system and page a CPI technician.
Technician will return the call within four hours.
Priority Service = 24 hour response time
Issue: Moves/Adds and Changes or new user profile built.
Issue: Report modifications and questions.
Issue: Questions regarding software / hardware.
Action: CPI will enter the trouble ticket into its system and page a CPI technician.
Technician will return the call within 24 hours.
1.3 REMOTE & ON -SITE SERVICE CALLS
To assist in troubleshooting, CPI's Support Team employs remote diagnostics technology
when remote access is allowed by the Client. This greatly speeds up retrieval of logs and
other diagnostic tasks.
For service calls that cannot be resolved via telephone or remote support, CPI will dispatch a
technician to perform work on -site for Client. Technicians will remain on -site until all feasible
_ ' _ PAGE -� OF 3/24/2016 Initial
800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com
CPI Proprietary — Use Of This Data Beyond CSSA is Strictly Prohibited
methods of resolution are attempted. Once again, business hours are 8:00a.m. — 5:00p.m. In
the event that a service issue cannot be resolved during the initial service session, CPI will
inform the Client of the next intended service steps and the anticipated time frame.
2.0 ROUTINE SYSTEM ADMINISTRATION SERVICES
CPI will perform Routine System Administration Services such as those listed below upon
Client request and the time expended shall be deducted from Client's contract amount/"block"
of hours. If Client does not request CPI perform these services, the Client shall be expected
to perform them to ensure system integrity.
• Monitoring event log for network connectivity errors and operating system service level
problems.
• Moves, Adds and Changes including the addition of new user profiles
• Monitoring size of page file.
• Monitoring available disk space on all volumes.
• Monitoring system performance to include logging most performance instances —
paging/sec, 1/0, process or queue.
• Monitoring RAID status and checking for drive failures.
• Monitoring of tape backups.
3.0 Support Services / Strategic Planning Meetings
Should Client request, a CPI account executive and/or lead engineer will facilitate scheduled
status meetings. These meetings will serve to update Client on recently scheduled support
services tasks and/or predetermined time -lines for upcoming development efforts.
Discussions on best practices for utilization of the communications platform and consensus of
Client's long range goals will also be covered.
4.0 Confidentiality
Both CPI and Client (referred to within this paragraph as "Party" or "Parties") acknowledge that
the knowledge and information of the other Party as related to that Party's business and
proprietary interests is highly confidential. Thus, each Party and its employees and agents
agree not to disclose, during or after the term of this CSSA, any information relative or pertinent
to the other Party's financial condition, operating conditions, business operations and plans, or
other information identified as proprietary. This obligation of confidentiality does not apply to
information that: (a) is or becomes publicly available; (b) is already in the recipient's possession
prior to receipt; (c) is independently created by the recipient without resort to the information
provided by the opposite Party; or (d) is received from a third party without an obligation of
confidence. Client agrees any testimonial made on behalf of CPI may be used, in whole or in
part, in connection with publicizing and promoting CPI. Client authorizes CPI, without further
consideration, to use Client's name, brief biographical information, and non-proprietary project
XHIPIT
�F°I�CC 7 u: 1�)
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800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com
CPI Proprietary — Use Of This Data Beyond CSSA is Strictly Prohibited
information for descriptive purposes. Client hereby irrevocably authorizes CPI to copy, exhibit,
publish, or distribute the descriptive information for purposes of publicizing CPI's services or
for any other lawful purpose. Client agrees that it will make no monetary or other claim against
CPI for the use of the descriptive information. Client statements may be used in printed
publications, multimedia presentations, on CPI's website, or in any other distribution media. All
files and records related to Client's business shall be the property of Client, and CPI shall not
remove these files or records from Client's facilities without the express consent of Client.
5.0 Material and Workmanship
CPI warrants and represents the services will be performed in a skillful and workmanlike
manner according to those standards generally prevailing among consultants performing
similar services under similar circumstances. To the extent that CPI is not the manufacturer
of any hardware or software products that Client my purchase as a result of or relating to
CPI's services, CPI does not provide any warranty on such products, whether with respect to
their design, performance, functionality or compatibility, with Client's existing system. Any
warranty with respect to product must come from the manufacturer or the product
procurement distributor, and CPI will pass through to Client any applicable warranties of the
manufacturer, to the extent permissible. In the event Client does not elect to adopt any
subsequent release or version of a hardware or software product, and to the extent that either
software support or underlying and related hardware for the Client's systems is unavailable
as a direct result of such decision, CPI shall use its best efforts to fulfill its obligations under
this CSSA. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, CPI
DISCLAMS ALL WARRANTIES INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.0 CSSA Renewal
When the contracted dollar amount/procured number of hours have been exhausted or at the
end of a twelve month term, whichever occurs first, this CSSA will automatically renew for
successive one-year terms via a Renewal Amendment which will be presented to Client. CPI
reserves the right to modify the "contracted" hourly rates upon each renewal.
7.0 Client Responsibilities
Client shall: (a) designate one point of contact for all purchase/installation matters; (b) follow
all of CPI's and manufacturer's instructions with respect to the use or operation of the
products; (c) recognize that CPI and its authorized agents or vendors shall have the exclusive
rights to test, change, modify, move, connect, relocate, replace, repair or otherwise maintain
the products in order to maintain system integrity; (d) provide the appropriate electrical and/or
other necessary connections as specified by CPI and as required by applicable laws, codes,
ordinances and regulations; (e) provide the proper product environment (with reference, in
part, to the manufacturer's specifications, requirements or suggestions); (f) provide
reasonable access to the products and reasonable work space on the premises to enable
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800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com
CPI Proprietary — Use Of This Data Beyond CSSA is Strictly Prohibited
CPI to perform its functions; (g) take such other measures as are reasonable and
appropriate to allow CPI to perform its functions under this CSSA; and (h) otherwise comply
with all CSSA terms and conditions, applicable laws, codes, ordinances and regulations.
8.0 Services Not Covered
It is explicitly understood and agreed by the Parties, that this CSSA does not require CPI to
perform any repair or maintenance services or to replace or provide any products as a result
of (a) Client's failure to carry out its responsibilities as provided in Section 7.0 above, or (b)
the force majeure failures, causes, events or conditions described in Section 11.0 below. CPI
may agree to perform services in the foregoing instances on a time and materials basis at the
aforementioned contract hourly rates.
9.0 Termination
If a failure to pay any charge when due, or any breach of any other material term of this
CSSA, is not corrected within 45 days after written notice of such failure or breach, either
party may terminate this CSSA. Rights or remedies provided in this CSSA are cumulative
and in addition to, not in lieu of or as an alternative to, other rights and remedies allowed at
law or in equity.
10.0 Indemnification
CPI will indemnify, defend, and hold Client harmless from and against any claims, liabilities,
losses, expenses, or damages (collectively "Damages") caused by the services performed or
the work delivered by CPI under these terms infringing any copyright, trade secret or any other
proprietary right of any third party. Excluded from such indemnification are any claims related
to (i) services performed on equipment or software which Client covenanted CPI had the rights
to modify, (ii) services performed to Client specifications or design and, (iii) infringement
resulting from or caused by Client's misuse or unauthorized modification of systems or product.
CPI will also indemnify, defend, and hold Client harmless from and against any Damages
resulting from CPI's willful misconduct or negligent acts or omissions in performing the services
which are the subject of these terms, except to the extent such Damages are caused by the
willful misconduct or negligence of Client. CPI's obligation to indemnify and defend Client with
respect to any claim shall be subject to (i) Client providing CPI with prompt notice of such claim,
(ii) CPI having sole control over the defense and settlement thereof, (iii) Client providing CPI
with the information and assistance necessary to defend or settle such claim as reasonably
requested by CPI, and (iv) the limitations set forth hereafter. CPI WILL NOT BE LIABLE FOR
INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES,
INCLUDING LOSS OF DATA OR ITS USE OR LOST PROFITS OR OTHER ECONOMIC
DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS
LIMITATION OF CPI'S LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT OR OTHERWISE, INCLUDING NEGLIGENCE. Client
acknowledges this limitation of liability is part of the consideration and was considered by CPI
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in establishing the prices and rates to be charged to Client, which, but for this limitation, would
have been higher. Client's right to recover Damages is limited to the amounts paid to CPI
hereunder. Any claim relating to or arising out of any breach or alleged breach of this CSSA
shall expire and shall be deemed to have been waived and released unless the aggrieved party
shall have filed suit with respect to such claim in a court of competent jurisdiction within one (1)
year following the date of the act or omission constituting such breach, irrespective of the date
of discovery of such breach by the aggrieved party. THE PARITES EXPRESSLY INTEND
AND AGREE THAT THE FOREGOING LIMITATIONS PERIOD SHALL SUPERSEDE ANY
STATUTE OF LIMITATIONS OR OTHER LIMITATION PERIOD THAT WOULD OTHERWISE
APPLY TO SUCH CLAIM UNDER ANY STATUE, REGULATION OR RULE OF LAW.
11.0 Force Majeure
CPI shall not be liable in any way for any delay in performance, or for any loss or damage
due to any of the following: fires; strikes; labor disputes; embargoes; explosions; power
failures or surges; wars; acts of civil or military authorities; acts stemming from governmental
requirements, regulations or priorities; acts of nature; acts of public enemies; inability to
secure materials, products, or transportation; acts or omissions of a carrier; or failures, events
or conditions beyond CPI's reasonable control, regardless of whether similar to any of the
foregoing. Neither CPI nor CPI's affiliates shall be liable for any delays, losses, damages or
product failures attributable to any service, product, or action of any person other than CPI's
affiliates, their employees, or agents.
12.0 Amendments, Waiver, Variances and Headings
Any amendments, modifications or supplements to this CSSA must be in writing and signed
by an authorized representative of each party. Failure to enforce or insist upon compliance
with any term of this CSSA shall not constitute a waiver or relinquishment of any such term,
but the same shall remain at all times in full force and effect. Variances from the terms and
conditions of this CSSA on any Client order will be of no affect and this CSSA expressly limits
acceptance to the terms hereof.
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CPI Proprietary — Use Of This Data Beyond CSSA is Strictly Prohibited
13.0 Notices
Any notice in connection with this CSSA shall be in writing and shall be deemed effective
when delivered by hand or by facsimile transmission or upon receipt when mailed by
registered or certified mail (return receipt requested), postage prepaid. Additionally, all such
notices may be electronically transmitted via e-mail. CPI shall send a Monthly Summary
regarding this CSSA. Please designate below, the Client contact this Monthly Summary shall
be sent to:
14.0 Entire and Complete Terms
This CSSA contains the understanding of the parties hereto with respect to the subject matter
contained herein and may be amended only by a written instrument executed by each of the
parties or their respective personal representatives, successors, and/or assigns. This CSSA
supersedes any and all prior agreements with respect to the subject matter hereof, and there
are no restrictions, promises, warranties, covenants, or undertakings between the parties
other than those expressly set forth in this CSSA. Should the parties supplement this CSSA
(Project Scope documents), the Terms and Conditions herein shall take precedence should
there be any conflict.
15.0 Severability
If any application or term of this CSSA is held to be unenforceable or invalid for any reason, the
validity of all the remaining applications and terms shall not be affected, and, if generally
consistent with the basic purpose of this CSSA, the rights or obligations of each of the parties
shall be construed and enforced as if the contract did not contain such invalidity. Each party has
had the benefit and advice of independent legal counsel in connection with the subject matter of
this CSSA in connection with the execution, delivery, and performance of this CSSA. Therefore,
neither party to this CSSA will be considered the exclusive drafter of the CSSA.
16.0 Arbitration and Applicable Law
This CSSA shall be deemed to have been entered into in the State of Indiana, and all questions
concerning the validity, interpretation, or performance of any its terms or provisions, or of any
rights or obligations of the parties hereof, shall be governed by and resolved in accordance
with the internal laws of the State of Indiana. Unless the parties to this CSSA mutually agree
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CPI Proprietary — Use Of This Data Beyond CSSA is Strictly Prohibited
in writing, all claims and disputes arising in connection with the making of and entering into or
performance of the CSSA will be finally settled by binding arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association in effect on the date of
this CSSA as a single arbitrator appointed in accordance with such rules. The cost of the
arbitrator and the cost of both parties of proceeding in arbitration, including, without limitation,
reasonable attorney fees and expenses, will be borne as to each claim submitted to arbitration
by the substantially non -prevailing party on that claim. The award of the arbitrator will be in
writing and will contain findings of fact and conclusions concerning applicable law. Judgment
upon the award rendered by the arbitrator may be entered in any court having proper
jurisdiction. Should any litigation be commenced between the parties to this CSSA, or the
rights and duties of either party in relation thereto, the party prevailing in such litigation shall be
entitled, in addition to such other relief that may be granted, to a reasonable sum for its attorney
fees, court costs, and other reasonable litigation fees in such litigation which shall be determined
by the court in such litigation or in a separate action brought for that purpose.
17.0 Hardware and Software
CPI may provide Client with pricing for hardware or software deemed necessary to maintain
the integrity of the communications system. Should Client elect to procure such hardware
and/or software and subsequently cancel such order, a twenty percent (20%) restock charge
plus all shipping and labor charges may, at the discretion of CPI, be imposed. Title to all
equipment shall remain with CPI until Client fulfills agreed upon payment terms. While title is
in the possession of CPI, Client agrees to protect and maintain all equipment and insure it
against theft, loss, and/or damage. If for any reason Client is in default, CPI shall have full
rights to completely remove any or all equipment until balance owed is brought current. NOTE:
There may be a reinstallation fee charged at CPI's standard hourly rate. CPI has the option to
liquidate any and all equipment in order to recuperate moneys due, and Client shall be
responsible for the amount not collected due to the sale of said equipment. Overdue invoices
for all CPI services shall bear interest at the maximum permitted under the applicable law and
Client agrees to pay all attorney fees and court costs incurred by CPI in enforcing any balance
due for collection.
18.0 Non -Solicitation
For the term of this CSSA and for a period of one year thereafter, Client hereby agrees not to
hire, solicit, or accept solicitation of, through employment or otherwise, directly or indirectly,
any of CPI's employees. If such action occurs and results in a CPI employee accepting
employment with the Client, Client hereby agrees to pay to CPI, as liquidated damages, that
individual's CPI annual compensation to offset such recruiting and training costs.
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CSSA SPECIFICS
Term of CSSA: One Year
Annual Commitment: $3,105.00
Invoiced*: At Contract Execution
*Should Client have hours/dollars not utilized/expended at the end of the12 month term, the
dollar amount will be added to the subsequent CSSA provided Client executes a new CSSA
within 30 days of expiration. CPI reserves the right to modify the "contracted" hourly rates
upon each renewal. CPI reserves the right to expedite the invoicing cycle should Client's
utilization of the CSSA outpace the initial invoicing schedule.
Locations to be included: List of Sites under contract shall be provided by the customer.
IN WITNESSES WHEREOF, intending to be legally bound each party for good and
valuable consideration enters into this CSSA. Each party has the full rights and power to
execute, deliver, and perform this CSSA according to its terms, without the necessity of
consent of or joinder with another; when executed and delivered, this CSSA shall constitute
a valid and binding agreement, enforceable according to its terms.
COMMUNICATIONS PRODUCTS, INC.
Authorized Rep:
Printed: Cliff Arellano
Title: President & CEO
Date: 03/24/2016
CITY OF RICHMOND
Authorized Rep:
Printed:
Title:
Date:
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