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HomeMy Public PortalAbout115-2019 - Sanitation - Commeg Systems Inc - 2 New Time Clocks & SoftwareORIGINAL AGREEMENT THIS AGREEMENT made and entered into this day of 4� , 2019, by -_ and between the City of Richmond, Indiana, a municipal corporation a ing by and through its Board of Sanitary Commissioners, with its office at 50 North 5" Street, Richmond, Indiana, 47374 (hereinafter referred to as the "City") and Commeg Systems, Inc., 141 west Home Avenue, villa Park, IL 60181 (hereinafter referred to as the "Contractor").. SECTION I. STATEMENT AND SUBJECT OF WORK City retains Contractor for furnishing and installing a new time clock system for the Richmond Sanitary District (hereinafter referred to as "District") that would work directly with the City of Richmond's BSA Accounting Software, as well as software, PC punch and HR attendance. Among other things, the District would have Contractor install seven (7) TimePro HS900 HIDIBIO clocks. In addition, Contractor shall provide City with software maintenance during the term of this Contract. City sent a.Request. for Quotes on June 10, 2019, seeking quotes for the furnishing and- installing of a new time clock system for the District as well as software, PC punch and HR attendance. The response of Contractor, dated June 10, 20 19, is contained in Exhibit "A", which Exhibit "A" is attached hereto and incorporated herein by reference and made a part of this Agreement. The Contractor shall furnish all services necessary for the proper completion of all work specified. 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. 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. SECTION III. COMPENSATION City shall pay Contractor an amount not to exceed Forty -Four Thousand Five Hundred Forty -Five . Dollars and No Cents ($44,545.00) for the purchase and installation of Seven (7) TimePro HS900 HIDIBIO clock for the District, along with TimePro Enterprise SQL Software, PC Punch software, HR attendance tracker with calendar, and other features set forth in Exhibit "A", all of which is set forth in Exhibit "A", which is attached hereto and incorporated herein by reference. 'In addition, after City has received a year's free software maintenance agreement from Contractor (that year being from September 1, 2019 through August 31, 2020), City shall pay Contractor the sum of Three Thousand Five Hundred Dollars ($3,500.00) for the period from September 1, 2020 through August 31, 2021, then .the sum of Three Thousand Five Hundred Dollars ($3,500.00) from September 1, 2021 through August 31, 2022 and Three Thousand Five Hundred Dollars ($3,500.00) from September 1, 2022 through August 31, 2023, for a total sum of Ten Thousand Five Hundred Dollars ($10,500.,00). 1 Contract No. 115-2019 The total sum due Contractor from City, as. set forth above, is Fifty --Five Thousand Forty --Five Dollars ($55,545.00), of which $44,545.00 shall be paid for the purchase of the equipment set out above and also as set forth in Exhibit "A" and the remaining $10, 5 0 0.0 0 shall be paid to Contractor by City for the software maintenance agreement on the beginning of the software maintenance agreement year of September .l . SECTION IV. TERM OF AGREEMENT This Agreement shall be effective September 1, 2019 and shall continue in effect until December 315 2022, at which time this Agreement shall terminate, unless the parties extend this Agreement by a written and signed Addendum. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any thne by giving at least thirty (30) 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. This Agreement may also be terminated by either the City or the Contractor, in whole or in part, by mutual Agreement setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. This Agreement may also be terminated by either the City or the Contractor, without cause, by giving at least thirty (3 0) days written notice to the other party. In the event of termination of this Agreement, 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. 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 t $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 $1,1000,000 each occurrence Section 2. Property Damage $1,000,000 each occurrence E. Comprehensive Umbrella Liability $1,000,000 each occurrence $1,000,000 aggregate F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence $1,000,000 aggregate SECTION VI. COMPLLANCE 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 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 arming 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. 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. B. Pursuant to Indiana Code 5--16--6--1, the Contractor agrees: 1. 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 subcontractor, 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 became 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 IX. RELEASE OF LL4BILITY Contractor hereby agrees to release and hold hannless the City and all officers, employees, or agents of the same from all liability which may arise in the course of Contractor's performance of its obligations pursuant to 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 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. 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. 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 and that such authorization has not been revoked or rescinded. 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" The City of Richmond, Indiana, by and through its Board of Sanitary Commissioners Sue Miller, President "CONTRACTOR" COMMEG SYSTEMS, INC. Nam e-�� 15�1 e � � • C, o C� Title i/ e a1'-Cv-1A7j o o-S Dated:JF0 �� Dated: D 1 17 i 6 APPROVED: ayor Dated: COrr meg Systems, Inca U-Ote Phone: 630-833-3305 • Fax: 630--833--3680 No.: 2704 141 West Home Avenue Date: 6/10/2019 imepro,� � Villa Park, IL60181 - Prepared for: Prepared by: Doug Aron Ronnie west Account No.: 2545 City of Richmond Indiana 50 North 5th Street Richmond, IN 47374 U.S.A. Quantity Part Description u/Total 1 TimePro Enterprise SQL Software EA $16,895.00 $16,895.00 (Core Software Application to include 50 Manager User Licenses) 7 TimePro HS900 HID/BIO Clock EA $2,295:00 $161065.00 1 TimePro web- Employee PC Punch EA $4,295.00 $4,295.00 Software 1 HR Attendance Tracker w/Calendar EA $3,495.00 $3,495.00 . (Includes. benefits reporting, RTO, and Union report generation). 1 Software -Implementation & Policy EA $4,250.00 $4,250.00 Configuration 1 Remote TimePro Training (6, ' 1 j2 day EA $51200.00 $51200.00 remote sessions) 7 Clock Shipping & Handling EA $35.00 $245.00 1.00 Less Special Discount Less BS&A Partner ❑iscount EA ($5,900.00) ($5,900.00) Timepro Advanced Scheduler - NO CHARGE TimePro Archived History File - NO CHARGE Payroll Interface to BS&A Software - NO CHARGE TimePro Options.:. ~ Clock PoE Converter - $85.00 each. HID Prox Cards - $10:00 ea. Your Price: $44;545.00 Total: $44,545.00 Prices are firm until 8j9j2019 Terms: 50o/oDown500/o0n-De1 Prepared by: Doug Aron,,, douga@commeg.com - Date; 6/10/2019 An optional software maintenance agreement is available after the free one year warranty at a cast of $3,500 per year. This agreement includes upgrades, service and support.- Accepted by: Date: quote.rpt Printed: 6/10/2019 4:48:38PM Page t 7/10/2016 City of Richmond Indiana 50 North 5th Street Richmond, IN 47374 Coverage Type: DEPOT Contact: Ronnie West (765) 983-7351 Coverage From: 7/ 10/20'19 To 7//012020 Dear Valued Timepro Customer, E n cl os ed pl ease fi n d a m ai nt en an ce. con t ract for you r Ti me pr o0 au t om.ote d t i me keep i n g an d l ab or s ch edu I i n g system. This contract en su re s that your i n•ve st me nt will be protected in case of a. problem. Coverage f o r rn ai n tern an ce i n cl u de s s oftare s u p port an d w h er e app I i cab I e re pai r s fo r h arda.re failures resulting from normal wear are d tear. This contract covers services from 8:3 Oa m to 5:00 prn central, M onday throu gh Friday. Hol idays excl uded. Services re guested for any other tim a will be bi I1ed actor di ng t o ou r cu rr en i s ervice rat es w h i ch h ave.b een en cl os e d f o r yo u r reNA e . Th i s cant r act in du des m i5jor software a pgrades an d u nI imited TimePro phone support at no additional ch arge duri rig Cora meg's business h cu rs. Service technician s are on call 24 h ours a day and avai lable far an additional fee. Timepro trai nin g is not in du ded in this contras but ran ay be purch ased at an additional cost. Airy. F U rcha a of an Annu ai. Mai rden once Atcyeement covers: Free minor version updates. Free major version upgrades. Free t ech n i cal su-ppo rt (ex clu.di n g train i n g and co n s u It i n g). Support is provi ded by ph one, f ax or e-mail. Nlon-Mointenance Se ioe Please n ote the# Timepro charges n on-mai ntenari ce customers a fee per ph one su pport in cident. You can save money now and protect your investment by reinstating your maintenance conr t r act etely. Fain staement of Eli red M airiten n ce Contra,bts Mai ntenance contracts that have expired can be reinstated from the date they expired by.multiplying the number of months since expiration and prorated against current rates plus 1 0 . If you wish to accepit this contract please s ign the agreerrmerd and return it with your j6jwzrig?vWZv7FiAY I f y o u choose not to accept this maintenance agreement service is available at our standard hourly rates. Thank you for or ldn g �h us and if you h av a any questions please call me. Sincerely. Bob S arl ey 630.83.3305 . A A _eve ot li Z City of Richmond Indiana 50 North 5th Street Richmond, IN 47374 This is Your Invoice and Contract-- Please Pay from this Invoice. Due Upon -Receipt Maintenance Coverage for this co nt ract is available during Coat m a g's normal working hours.. which are Monday -Friday 0: 00 am-5: ❑Opm centred, exdu din g holi days. 'TERMS: All meintenance agreements are subject to a signed Dommeg Maintenance agreement. commeg Systems reserves the right to cancel this con tr act at anytime... and its only responsibility is to inform t h e customer 30 days in advance of the cancellation, in this case unused contract amounts will be prorated and refunded to the customer. Equipment must be in good wort4ng order at t h e commencement of th is agreement. Th i s agreement does n of cover damage du a to f i r er water. storm, burglary, power line fluctuation s, spillage accident. negligen ce or abu se. Any repai r resulting from, such causes or events will be performed only after customer approval of estimated casts to repair. Com m egf s current rates are $ 0 2 0.0 0 per day.. $ -14 0. 0 0 per hour, minimum ch arg e is 114 hour. Signttu re Date Equipment Lisp Coverage Type: DEPOT Contact: Ronnie West (765) 983-7351 Coverage From: 7110f 2019 To 7/1012020 Proven Partners Manufacturing--0000000917 Depot HS900-Bic-HID Clock $392.66 HS900-Bio-HID Clock $392.66 HS900-Bio-HID Clock $392.66 HS900-Bio-HID Clock $392.66 HS900-Bio-HID Clock $392.66 HS900-Bio-HID Clock $392.66 HS900-Bio-HID Clock $392.66 TimeproSQL Software $3,500.00 Total Due: zer; ��s� $63248.62 COMMEG SYSTEMS INC., TERMS AND CONDITIONS 1. Acceptance by Customer of all or any part of the products, software, or services ordered, or Customer's failure to object to the terms hereof in writing within 10 days of receipt of this Contract, shall be deemed acceptance of this contract and assent to each of the terms and conditions hereof (including any terms which are in addition to or different from those in any Customer document). Customer is hereby notified that Commeg Systems objects to any terms and conditions of Customer's purchase documents, which are different from or in addition to the terms and conditions hereof. CONINMG's acceptance of any Customer purchase order or other offer to buy is expressly made conditional on Customer's assent (including by acceptance of products or failure to object as noted above) to any additional or different terms contained herein. 2. The down -payment amount listed on the face side represents a non-refundable_payment as reimbursement for systems consultation services associated with site evaluation, system presentation, and/or programming documentation of the equipment and order processing costs. The price listed does not include sales or other taxes; as all such taxes shall be in addition to the price and shall be paid by Customer. Amounts not paid when due shall bear interest at the rate of 1.8% per annum. Customer shall reimburse Commeg Systems for all costs incurred in collection any amounts not paid when due, including reasonable attorney fees. 3. Title to any software included with the product ("Software") remains with COMMEG at all times and is only licensed to Customer pursuant to the terms of Paragraph 4. Title to all other products shall remain with CONIlVMG until all sums are due under this Contract are paid. If payment is not made when due, or if a Customer breaches this agreement, then COMMEG shall have the immediate right to enter any premises where the product is located and to take possession of the product (including the Software) without notice -or demand and without legal proceedings, and Customer agrees to pay on demand a reasonable product rental fee and all expenses that have been incurred by COMMEG, including but not limited ta, unreimbursed training and installation expenses, reasonable attorney's fees, and court costs. 4. COMNMG-grants to Customer a nonexclusive, nontransferable license to (1) install the Software on the customers local area network, and (2) use the Software on the PC on which it is installed, or any licensed computer directly connected to the file server on which is installed, as the case may be. Customer may copy the Software for back --up and archival purposes, provided that the original and each copy are kept in the Customer's possession. All copies shall be owned by COMMEG and subject to this license. Customer may install and use the Software only on equipment owned or leased by it, and only for purposes of processing its own data and not the data of any third parties. COG retains all rights not expressly granted to Customer herein. 5. CONEMEG will' endeavor in good faith to deliver products and Software paid for by Customer pursuant to this Contract within the time specified in COMMEG's order acceptance, but CONIlVIEG shall not be liable for any delay in delivery or failure to deliver caused by unavailability of materials, strikes, or other labor related difficulties, interruption of production ,due to mechanical or technical reasons, government interface, or force maj eure. 6. Upon delivery, all risk of loss or damage to the products and software from any cause whatsoever shall be borne by Customer. 7. No installation, programming, training or other services are included, unless expressly stated on the face hereof. If training is expressly provided for, Customer acknowledges and agrees that COMMEG sole obligation for training is to supply a qualified instructor for the designated number of training hours. COMMEG neither warrants nor represents that after such training time any specific individuals designated by Customer will be able to properly use and operate the -product. Any additional time will be billed by COMMEG at its prevailing rates. 8. COMIVMG warrants that upon delivery, (1) the product shall be in good working order, (2) the Software will perform substantially in accordance with the user documentation accompanying the software, and the media on which the Software is provided will be free from defects in materials and workmanship. COMMEGS's entire liability and Customer's sole and exclusive remedy for breach of the foregoing COMMEG SYSTEMS INC., TERMS AND CONDITIONS warranties shall be repair or replacement of such defective or nonconforming product part, software, or media at no charge to Customer, including parts and labor, for a period of 1 year after delivery. This warranty service is only available Monday through Friday from 8:3OAM to 5:00PM CST, excluding holidays. Labor charges for warranty service performed outside of this time period, including travel, will be billed at COMMEG's prevailing rate. warranty coverage does not extend to loss or damage due to fire, water, storm, burglary, power line fluctuations, spillage, accident, act of God, negligence, improper installation or use, misuse, abuse, or violation of this Contract. THIS IS THE ONLY WARRANTY MADE AS TO THE PRODUCT, SOFTWARE, AND SERVICES AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRE S S, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMMEG DOES NOT WARRANT THAT THIS SOFTWARE WILL MEET CUSTOMERS REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR --FREE COMMEG' S LIABILITY TO CUTOMER UNDER ANY THEROY SHALL NOT EXCEED THE AMOUNT CUSTOMER ORIGINALLY PAID FOR THE PRODUCT, SOFTWARE, OR SERVICES AT ISSUE. IN NO EVENT WILL COMAMG BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE). EVEN IF COMMEG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. This Contract constitutes the entire agreement between Customer and COMMEG, supercedes all prior oral or written communications with respect to the subject matter hereof and may not be amended or waived except by a writing signed by the party to be bound. COMMEG's remedies hereunder and law shall be cumulative. No waiver by COMMEG of any breach shall constitute a waiver of any other breach. 10. 'This contract shall be governed by the construed according to the substantive laws of the state of Illinois without regard to its conflict of law provisions. Jurisdiction and venue regarding any action or dispute in connection with this contract shall reside in the courts of Cool{ County,= Illinois. 11.. CONUI IEG reserves the right to subcontract out any or all of the work to be performed hereunder, and to assign its rights and obligations hereunder, without notice to or obtaining the consent of the Customer. Customer may not assign this contract, or license hereunder without CONENAEG's prior written consent. 12.. The invalidity or unenforceability of a provision in this Contract shall not render any other portion or term of the contract invalid or enforceable. 13. COMING shall have the right to terminate any order, or to delay the shipment thereof, by reason of the filing of bankruptcy or insolvency proceedings relating to Customer, breach of any of the terms of this Contract, or assignment by Customer of this contract without advance written approval.