HomeMy Public PortalAbout167-2019 - Finance - Commeg Inc - Parks and Street Time ClocksAGREEMENT
THIS AGREEMENT made and entered into this day of ' , 2019, and referred to as
Contract No. 167-2019, by and between the City of Richmon , Indiana, a municipal corporation acting
by and through its Board of Public works and Safety and by and through its Board of Parks and
Recreation (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 WORD
City hereby retains Contractor to provide services to furnish and install new time clock systems for the
Richmond Street Department and the Richmond Parks Department, which systems would work directly
with the City of Richmond's BSA Accounting modules, and with PC Punch, and HR attendance features
as more specifically described in Contractor's quote. City hereby also retains Contractor to provide
software maintenance services during the term of this Agreement. A total of three (3) clocks will be
provided in order that two (2) clocks will be installed at the Parks Department and one (1) clock will be
installed at the Street Department.
The City, by and through its Sanitation Department, sent a Request for Quotes on June 10, 2019, and
follow up quotes were sought by the City, by and through its Finance Department, on October 17, 2019.
Contractor agrees to abide by the same.
The response of Contractor dated October 24, 2019, to said request is attached hereto as "Exhibit A"
which response consists of four (4) pages, and is hereby incorporated by reference and made a part of this
Agreement. 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 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. 167-2019
Page 1 of 6
7 - 1k
1
SECTION III. COMPENSATION
City shall pay Contractor an amount not to exceed Fourteen Thousand Four Hundred Ninety Dollars and
Zero Cents ($14,490.00) for the purchase an installation of Three (3) TimePro HS900 HM/BIO clock
systems for the Street Department and Parks Department, 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 one (1) year of free software maintenance from Contractor (that year
being from December 1, 2019 through November 30, 2020), City shall pay Contractor the sum of Seven
Thousand Forty-three Dollars and Sixty --six Cents ($7,043.66) for the period from December 1, 2420,
through August 30, 2022.
The- total sum due to Contractor from the City, as set forth above, shall be a total amount not to exceed
Twenty-one Thousand Five Hundred Thirty-three Dollars and Sixty-six Cents ($21,533.66), of which
$14,490.00 shall be paid for the purchase- of the equipment set out above and also as set forth in Exhibit
A. and one-half ( 112) of the remaining $7,043.66 shall be paid to Contractor -by City for the software
maintenance agreement at the beginning of the software maintenance agreement year starting December
1, 2020 and the remaining -one-half (1/2) shall be paid to Contractor at the beginning of the year starting
December 1, 2021.
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective on December 1, 2019, and shall continue in effect until November
30, 2022.
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.
Page 2 of 6
r
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.
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.
Covera e
A. Worker's Compensation &
Disability Requirements
B. Employer's Liability
C. Comprehensive General Liability
Section 1. Bodily Injury
Section 2. Property Damage
D. Comprehensive Auto Liability
Section I. Bodily Injury
Section 2. Property Damage
Limits
s
Statutory
$100-9000
$1,000,000 each occurrence
$2,000,000 aggregate
$1,000,000 each occurrence
$1,000,000 each person
$1,000,000 each occurrence
$1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$25000,000 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 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.
Page 3 of 6
}
SECTION VII. 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-I, 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 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. k
SECTION VHL 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 22-5-1.741 (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 (3 0) 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
Page 4 of 6
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 IX. 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 X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of
the same from all liability for negligence which may arise in the course_of Contractor's performance of its
obligations pursuant to this Agreement.
SECTION XI. 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.
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.
Page 5 of 6
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, Commeg Systems, Inc.
INDIANA by and through its 141 West Home Avenue
Board of Public Works and Safety Villa Park, IL 60181
By:
Vicki Robinson, President
, Member
lyat4 - ev C. K S
Emi y Palmer, Member
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Parks and Recreation
r
By:
Mike Foley, Preside t
I:IIa9181R
Date:
By:
Printed: O w [ ArDIJ
Title:
Date: t Z% L/
Page 6 of 6
Prepared for:
Emily Palmer
City of Richmond Indiana
50 North 5th Street
Richmond, IN 47374 U.S.A.
Quantity Part Number
i
3
l
commeg Systems, Inc. Quote
Phone: 630--833-3305
Fax: 630-833-3680 No.: 2731
141 Vilest Horne Avenue Date: 10 24 2019
Villa Park, IL 60181
Prepared by: Doug Aron
Account No.: 2545
Description UOM
TirnePro HS900 Clock (Parks & Streets) EA
Software Implementation & Policy EA
Configuration
Remote TimePro Training (5, 1/2 day EA
remote sessions)
Clock Shipping & Handling EA
TimePro Options:
Clock PoE Converter - $85.00 each.
$6,885.00
$4,250.00
$3,250.00
$105.00
Your Price: $14,490.00
Total; $14,490.00
Prices are firm until 12/23/2019 Terms: 500loDown5o°IoOn-Del
Prepared by: Doug Aron, douga@commeg.com Date: 10/24/2019
An optional software maintenance agreement is available -after the free one year warranty at a cost of $2,500 per year.
This agreement includes upgrades, service and support.
WHIT PAGE �01
Accepted by: �,.� Date:
gftge'Ot Printed: 11PM
EIT i � IT --A—PAGE�-
a
Annual Maintenance' Contract Invoice Number: 201912=01
City of Richmond
Streets and Parks
50 North 5th Street
Richmond, IN 47374
This is Your Invoice and Contract - Please Pay from this Invoice. Due Upon Receipt.
ANNUAL CONTRACT ZONE: 'I
Maintenance coverage provided by this contract is available during Commeg System's normal working hours,
Which are Monday through Friday 8:00 AM - 5:00 PM central time, excluding holidays. * TERMS: All maintenance
provisions are subject to the signed_ Annual Maintenance Contract. Commeg Systems, Inc. reserves the right to
cancel this contract at any time by providing a 30 day notice of cancellation to the customer. Upon cancellation-
by- Commeg Systems, unused contract -amounts will be prorated and refunded to the customer. All TimePro
provided equipment must be in good working order at the commencement of this agreement. This agreement
does not cover damage due to fire, water, storm, burglary, power, line fluctuations, substance spillage, accidental
damage, negligence or abuse. Any hardware repair resulting from such causes or events will be performed only
after customer approval of the estimated time and materials cost to repair, Current Commeg Systems labor rates
are-$820.00 per day or $140.00 per hour with a minimum charge of 114 hour.,
Acceptance:
Signature Date
Equipment List
Coverage Type: DEPOT Contact: Emily Palmer, 765-983-7218 Coverage From: 12/01/2019 to 12/01/2020
City of Richmond - Account Number: 2545
Item Covered Cost@ Qt Total
HS900,Time Clock $ 340.61 3` $ 1,021.83
TimePro SQL Enterprise Software $ 2,500.00 1 $ 2 , 500 . fl0
Total Due: $ 3,521.83
i , PAGE ���
CXH.9 _�
.............
COM
M� ;, , 14'I 'West HomeAvenue, Villa Park, IL 60188 Remit to: Bob Sarley
Commeg Systems, Inc.
Please include a copyof this invoice with your"payment and Thank You 141 West Home Avenue
T1nel ro for your continued consideration of TimePro products. It is appreciated. Villa Park, IL 60181
COMMEG SYSTEMS INC., TERMS AND- CONDITIONS
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. COMNMG's acceptance of any Customer
t
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 COMING at all times and is
only licensed to Customer pursuant to the terms of Paragraph 4. Title to all other products shall remain
with COMMEG 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 to,
unreimbursed training and installation expenses, reasonable attorney's fees, and court costs.
4. CONEMEG 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 COMNIEG 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. COMMEG retains all rights not expressly
granted to Customer herein.
5. COMMEG 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 CONM EG 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. COMMEG 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
Lt
'J'EXHUT PAGt 3 OF
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 8:30AM to 5:OOPM 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,
EXPRESS, 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 COMMEG 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 CO11 1\4EG 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 Cook County, Illinois.
11. COIVIlVIEG 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 COMMEG'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. COMMEG 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.
.. EXHIBiT _AL PAGE OF 4 �