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Home My Public Portal AboutHangar 14 Solutions LLCDoc 0 11 Contracts Year 2013 i III II i City of Crestview City Clerk Coversheet i A C T S II * 5/3/2019 SOFTWARE AND SERVICES PURCHASE AGREEMENT THIS AGREEMENT, entered into effective the 10 day of January , 20 12 , between HANGAR 14 SOLUTIONS, LLC, a North Carolina limited liability company, (hereinafter referred to as "Hangar 14"), and Crestview Fire Department and all subsidiaries, affiliates and divisions thereof (hereinafter referred to as "Client"). WITNESSETH: WHEREAS, Client is a division of an affiliated governmental entity, non-profit entity or private organization more particularly described as follows: City of Crestview/ Crestview Fire Department ; and WHEREAS, Client desires to establish a working relationship with Hangar 14 in which Hangar 14 will act as a provider of certain devices which will collect and disseminate response data for Client and which utilize software including `cloud' platform services, designed to the specifications provided by Client (the "Product"); and WHEREAS, Hangar 14 believes it is competent to design and provide the Product to Client; and WHEREAS, Client does desire to retain the services of Hangar 14 in order to obtain the Product, and Hangar 14 is willing and able to accept such assignment; and WHEREAS, Hangar 14 may be hereinafter referred to as "Supplier;" NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, the parties do agree as follows: 1. Term. Hangar 14 shall act as a supplier to Client of the Product designed and provided by Hangar 14 for an indefinite term, unless terminated sooner in accordance with the provisions hereof. This Agreement shall renew automatically each year unless terminated as provided herein. 2. General Duties. (a) Commencing on the date hereof, Supplier shall assist Client by designing and causing the Product to be delivered to Client in accordance with the reasonable requests, orders and specifications of Client. (b) The Supplier will not make any representations, warranties or commitments binding Client without Client's prior written consent, which shall be in a form satisfactory to the parties hereto. Client will not make any representations, warranties or commitments binding Supplier without Supplier's prior written consent, which shall be in a form satisfactory to the parties hereto. (c) Neither Client nor the Supplier shall engage in any activity which is detrimental to, or which interferes with, the performance of their respective duties hereunder. 3. Compensation. During the term of this Agreement, for the services of the Supplier in designing and providing the Product to the Client, Client agrees to pay to the Supplier the amounts specified below: (a) A non-refundable set-up fee in the amount of three thousand nine hundred ninety-five Dollars ($ 3,995 .00); and (b) A monthly fee in the amount of Fifteen Dollars ($15.00) per device used by Client or its affiliates which utilizes the Product; and HAf1GARfl�. SOFTWARE AND SERVICES PURCHASE AGREEMENT Page 1 of 3 (c) OPTIONAL: A monthly fee in the amount of Fifteen Dollars ($15.00) for any short messaging service (SMS) phone number registered at the Supplier's servers for receipt of incoming incident messages from Client. EliIncluded n Excluded 4. Termination of Agreement. All liabilities and obligations of the parties to each other under this Agreement shall cease and terminate upon either of the events specified below: (a) Either party, in its sole and unilateral discretion, giving the other party thirty (30) days advance written notice of its desire to terminate this Agreement; or (b) If Client is unable to obtain appropriations to fund the Product from its affiliated governmental entity, Client may give Hangar 14 notice of its inability to obtain the said funding and this Agreement shall be immediately terminated. Anything herein to the contrary notwithstanding, either party may, without notice to the other party, terminate this Agreement for the violation by the other party of any of the material covenants contained in this Agreement. 5. Confidentiality and Nondisclosure. Hangar 14 agrees not to disclose any of the confidential business information and/or trade secrets of Client to any person or persons outside the employment of Client or use such information for Hangar 14's own benefit, whether during or subsequent to the date of this Agreement. Client agrees not to disclose any of the confidential business information and/or trade secrets of Hangar 14 to any person outside the employment of Hangar 14 or use such information for Client's own benefit, whether during or subsequent to the date of this Agreement. 6. Additional Training. During the set-up of the Product, Supplier will provide basic traning and tutorials to Client for use of the Product, but additional training is also available from Supplier, if necessary, and fees for this additional training service will be determined by Supplier on a case -by -case basis. 7. No Warranty; No Liability. There are no warranties hereunder, express or implied, and the Supplier expressly disclaims any and all express or implied warranties as to the Product or services to be provided by Supplier to Client or its subsidiaries, affiliates or divisions. Under no circumstances shall the Supplier be liable to the Client or its subsidiaries, affiliates or divisions for any consequential damages, lost profits or any other incidental or consequential loss with regard to this Agreement, the Product or services to be provided by Supplier to Client or its subsidiaries, affiliates or divisions. The Client agrees that this Agreement absolutely does not create any liability of Supplier as to the Client or its subsidiaries, affiliates or divisions, and agrees that the Supplier shall be exempt from all liability for loss or damages 8. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such holding shall not affect the validity or enforceability of any other provision of this Agreement, and if the claim of invalidity or unenforceability of any provision is based on the length of the term of a covenant contained herein, such provision shall not be deemed invalid or unenforceable, but shall be deemed modified to the maximum term of duration as any court of competent jurisdiction rules is reasonable and is valid and enforceable. 9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Client, its successors, assigns and legal representatives, and shall be binding upon and inure to the benefit of Hangar 14 and its successors, assigns and legal representatives. This Agreement, or any part thereof, shall not be assigned by any party. 10. Waiver of Breach. The waiver by a party hereto of a breach of any provision of this Agreement by any other party shall not operate or be construed as a waiver of any subsequent breach by that party. No waiver shall be valid unless in writing and signed by the party giving the waiver. 11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. 12. Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if it is sent by certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below: HAf1GAR14 SOFTWARE AND SERVICES PURCHASE AGREEMENT Page 2 of 3 If to Hangar 14: Hangar 14 Solutions, LLC Attention: Philip A. Kouwe, Manager 249 Normandy Road Mooresville, NC 28117 Phone: 440-773-5866 Email: pkouwe@hanearl4solutions.com If to Client: Crestview Fire Department Attention: Anthony D Holland 321 W. Woodruff Ave Crestview, FL 32536 Phone: (850)682-6121 Email: hollanda n crestviewfl.org Any party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth. 13. Force Majeure. Any party shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party; provided that, in order to be excused from delay or failure to perform, such party must act diligently to remedy the cause of such delay or failure. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. HANGAR 14 SOLUTIONS, LLC h-t By: Philip A. Kouwe, Manager HaNR1914 CLIENT: Crestview Fire Department By: Name: -.19S�Py C %-foik/Mor` Title: f—i /Y CGI ; P4 SOFTWARE AND SERVICES PURCHASE AGREEMENT Page 3 of 3 r