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Agreement, E-Citation Tablets & Hardware Page 1 of 3 AGREEMENT BETWEEN OWNER AND CONTRACTOR ELECTRONIC CITATION RUGGEDIZED TABLETS AND HARDWARE AND INSTALLATION THIS AGREEMENT made on the day of , 20 , by and between the City of Douglas, Wyoming, party of the first part hereinafter called the OWNER, and , party of the second part, hereinafter called the CONTRACTOR. WITNESSETH, that the CONTRACTOR and the OWNER, for the consideration hereinafter named agree as follows: ARTICLE I - SCOPE OF WORK The CONTRACTOR hereby agrees to furnish all of the materials and all of the equipment and labor necessary, and to perform all of the work shown on the Drawings and described in the Specifications for: Ruggedized Tablets and Mounting Hardware for Electronic Citation (E-Citation) Implementation and other additional work to be made in accordance with the requirements and provisions of the Contract Documents which are hereby a part of the Contract including the following documents which are incorporated by this reference: Call for Bids Performance/Contractor's Bond Instructions to Bidders Notice of Award Non-Collusion Affidavit ( ) Notice to Proceed Bid - Schedule of Prices ( ) Drawings Bid Bond Specifications ( ) General Provisions ( ) Addenda ( ) Special Provisions ( ) Other Contract Documents **All items checked are in this packet. The work is generally described as follows: Provide and install twenty-one (21) ruggedized tablets with ruggedized keyboards, docking stations, and mounting stands and armrest or cage mounts for printers, to include extended warranty and installation occurring in Douglas, Wyoming, for the purpose of implementation of a digital ticketing application in Douglas Police Department vehicles. ARTICLE II - TIME OF COMPLETION a) The work to be completed under this Contract s hall be commenced within thirty (30 ) calendar days after receipt of Notice of Award. b) The number of days within which the work is to be completed begins on the date of the Notice of Award and final completion shall be within ninety (90) days of the date of the Notice of Award. c) Time shall be of the essence of this Contract. It is hereby agreed that in case all of the work called for in this contract is not completed at the time herein mentioned or at such time to which the period of completion may be extended, damages will be sustained by the OWNER. It is agreed that the CONTRACTOR shall pay to the OWNER as liquidated damages, the sum as noted in the Special Provisions for each and every working day of additional time in excess of the Contract time limit and any granted extension. The same shall be deducted from the amount due, or to become due, to the CONTRACTOR and such payments or deductions shall not in any way release the CONTRACTOR from further obligations and penalties in respect to the fulfillment of the entire Contract, or any right which the OWNER may have claim, or sue for the recover y of compensation and damages for non-performance of this Contract. ARTICLE III - THE CONTRACT SUM a) Except for adjustments as provided herein, the OWNER shall pay the CONTRACTOR for the performance of the work, the unit price bid in the Proposal, which amount shall be known as the Contract Sum. ---PAGE BREAK--- Agreement, E-Citation Tablets & Hardware Page 2 of 3 b) The Contract Sum shall be equitably adjusted to cover changes in the work ordered by the OWNER. Such increases or decreases in the Contract Sum shall be determined by agreement between the OWNER and the CONTRACTOR as outlined in these Specifications. c) OWNER shall pay CONTRACTOR in current funds for performance of the work in accordance with the Contract Documents, subject to additions and deductions by Change Order, the contract price of TBD , based on the unit and lump sum pri ces listed in the Bid Schedule. ARTICLE IV - PAYMENT PROCEDURES a) CONTRACTOR shall submit Applications for Payment in accordance with the General Provisions and Special Provisions. Applications for Payment will be processed by the Owner's Representative as provided in the General Provisions. b) Progress Payments . Application for Payment shall be prepared and submitted by CONTRACTOR to the Owner's Representative upon the completion of installation. Upon final completion and acceptance of the work in accordance with the General Provisions, OWNER shall pay the Contract Price as recommended by the Owner's Representative. ARTICLE V - EXTRA WORK If a written order is made by the OWNER, directing the performance of any work not covered by the drawings or included in the Specifications, and for which no unit price or lump sum basis can be agreed upon, then such extra work shall be done on a cost-plus-percentage basis of payment as follows: a) The CONTRACTOR shall be reimbursed for the cost of doing the extra work and shall receive an additional fifteen percent (15%) of the cost of the work to cover his overhead and profit. b) The cost of the extra work shall include labor at the wage rates and supplements fixed in the Contract, materials utilized in the work, sales tax, the use of power tools and equipment during periods of actual use, power, heat, lights, pro rata charges for foremen, approved subcontractors, workmen's compensation insurance, and premiums for additional insurance coverage required for the extra work. c) Among the items considered as overhead include: insurance other than mentioned above, bonds, superintendents, timekeepers, clerks, watchmen, use of small tools, incidental job burdens, field office expenses, and general office expenses. d) The cost of the work done each day shall be submitted to the Owner's Representative in a satisfactory form on the following day, and adjusted at once if necessary. e) payments of all charges for extra work in any one month shall be made in full on or before the 15th of the succeeding month. Article VI General Provisions a) Amendments. Any changes, modifications, revisions or amendments to this Contract which are mutually agreed upon by the parties to this Contract shall be incorporated by written instrument, executed and signed by all parties to this Contract. b) Applicable Law/Venue . The construction, interpretation and enforcement of this Contract shall be governed by the laws of the State of Wyoming. The Courts of the State of Wyoming shall have jurisdiction over this Contract and the parties, and the venue shall be the Eighth Judicial District, Converse County, Wyoming. c) Compliance with Laws . Contractor shall keep informed of and comply with all applicable federal, state and local laws and regulations in the performance of this Contract. d) Entirety of Contract . This Contract, including any documents referenced and incorporated herein, represents the entire and integrated Contract between the parties and supersedes all prior negotiations, representations, and agreements, whether written or oral. ---PAGE BREAK--- Agreement, E-Citation Tablets & Hardware Page 3 of 3 e) Ethics. Contractor shall keep informed of and comply with the Wyoming Ethics and Disclosure Act (Wyo. Stat. §9-13-101, et seq.), and any and all ethical standards governing Contractor’s profession. f) Force Majeure . Neither party shall be liable for failure to perform under this Contract if such failure to perform arises out of causes beyond the control and without the fault or negligence of the nonperforming party. Such causes may include, but are not limited to, acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather. This provision shall become effective only if the party failing to perform immediately notifies the other party of the extent and nature of the problem, limits delay in performance to that required by the event, and takes all reasonable steps to minimize delays. This provision shall not be effective unless the failure to perform is beyond the control and without the fault or negligence of the nonperforming party. g) Indemnification. Contractor will indemnify, defend and hold harmless parties indemnified under this provision for all Contractors’ acts, actions, and neglects, but we will not indemnify, defend or hold harmless any other party for their acts, actions or negligence. Any claim involving contributory negligence shall be handled so each party is responsible and liable for its share of the damages in proportion to its share of negligence. Both parties waive their rights to consequential damages arising out of this agreement. h) Independent Contractor . Contractor shall function as an independent contractor for the purposes of this Contract, and shall not be considered an employee of City for any purpose. Contractor shall assume sole responsibility for any debts or liabilities that may be incurred by Contractor in fulfilling the terms of this Contract, and shall be solely responsible for the payment of all federal, state and local taxes which may accrue because of this Contract. Nothing in this Contract shall be interpreted as authorizing Contractor to incur any obligation of any kind on the behalf of City or its staff. Contractor agrees that no health/hospitalization benefits, workers’ compensation and/or similar benefits available to City employees will inure to the benefit of Contractor or Contractor’s agents and/or employees as a result of this Contract. i) Government Immunity . City does not waive sovereign immunity by entering into this Contract and specifically retain immunity and all defenses available to them as sovereigns pursuant to Wyo. Stat. § 1-39-104(a) and all other state law. IN WITNESS WHEREOF the parties hereto have executed this Agreement, the day and year first above written. ATTEST: OWNER: CITY OF DOUGLAS (seal) BY: TITLE: City Administrator WITNESS: CONTRACTOR: BY: TITLE: