HomeMy Public PortalAbout082-2020 - Sanitation - Donald Frye & Co. - SoftwareAGREEMENT
THIS AGREEMENT made and entered into this S3 day of h Z , 2020, by
and between the City of Richmond, Indiana, a municipal corporation acting by and through its
Board of Sanitary Commissioners, with its office at 50 North 5ffi Street, Richmond, Indiana,
47374 (hereinafter referred to as the "City") and Donald R. Frey & Company, Inc., 40 N. Grand
Avenue, Suite 303, Fort Thomas, KY 41075 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City retains Contractor for software, software updates, product support and product maintenance
to City to assist in the operation of City's billing system for its Richmond Sanitary District
customers. This is a sole source contract. The work by Contractor shall also include additional
related work as directed and requested by the Director of the Richmond Sanitary District.
The Contractor shall furnish all services necessary for the proper completion of all work
specified. The Contractor shall, when requested by City, provide the software, software updates,
and all support and maintenance benefits set forth in Exhibit "A". The Contractor shall also
provide, at its own expense, competent supervision of the work required in this Agreement.
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 Eighteen Thousand Five Hundred Thirty -Four
Dollars and Ninety -Seven Cents ($18,534.97), as set forth in Invoice Number 16813, dated June
1, 2020, which Invoice is attached hereto and incorporated herein by reference as Exhibit "A".
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective for one (1) year, commencing July 25, 2020 and shall continue
in effect until July 24, 2021, 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 time 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;
Contract No. 82-2020
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 (30) 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
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 1. Bodily Injury
Limits
Statutory
$100,000
$1,000,000 each occurrence
$2,000,000 aggregate
$1,000,000 each occurrence
$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
$1,000,000 aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence
$1,000,000 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.
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. 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 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 IX. 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 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 WI]EREOF, 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 nitary Commissioners
Sue Miller, President
A — - - res n
�"G _ teins, Member
ated: Ci / 23/U
APPROVED:
David ow, a r
Dated: o-7
"CONTRACTOR"
Donald R. Frey & Company, Inc.
Nam J w
( J54 6al
Title Pap!;
Dated: ULL L,(
Invoice Number: 16813 x ,w
Lavoice Date: 6/1/2020
Invoice Due Date: 7/25/2020
Terms NET DUE BEFORE SUPPORT
Bill Ta !
CI T Y OF RICHMOND JUN zOZO
RICH1vf0 ND SANITARY DISTRICT
2380 LIBERTY AVENUE I--AT10
RICIB.10NI), IN 47374
Instructions: ALL UPDATES •A --E I-NCLUDED IN SUPPORT COST
Customer Number: 454.
Customer P.O.:
Order Date: 6/1/2020
Ship To:
CITY OF RICHMOND
RICHMOND SANITARY DISTRICT
2380 LIBERTY AVENUE
RICHMOND, IN 47374.
®esc�i�iioh Unit Quantity' lln -Cost Amlount
ONE YEAR SUPPORT FOR "CUBIC" COMPREHENSIVE UTILITY BILLING SYSTEM FROM DULY
25TH (AR, HH, DD, PDP, IB, CASS, II, EB) 10 USERS - 67,000 TOKENS
CUBIC ANNUAL SUPPORT' YEAR 1.000'.' 17,336.97 17,336.97
CUBIC INTERNET HOSTING YEAR 1.000 1,000.00 1,000.00
XDBC INTERFACE - 2 USERS
XDBC SUPPORT YEAR 1.000 198.00 198.00
Sub -Total: 18,534.97
Freight: 0.00
Taxes: 0.00
]Pay This Amount Invoice Total: $13,534.97
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Donald R. Frey & Co., Inc.
40 N. Grand Avenue, Suite 303, Ft. Thomas, KY 41075 * Phone: Local (859) 441-6566 * (800) 659-3739 T Fax: (859) 441-7152 Page 1 of 1