Fort Walton Beach Council agenda — 02-22-11 regular — reading text

ARISTA HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.. S. Special Order Services. p All services provided by ARISTA to Customer other than basic services shall be referred to herein as special order services and shall be provided as follows: 3 a a) If Customer shall desire special order services, Customer shall submit to ARISTA a written request which shall, with reasonable specificity, describe the services or charges desired by N Customer. ARISTA and Customer shall, within a reasonable time thereafter, evaluate the request for which services v are to be performed by ARISTA. Based on such evaluation, ARISTA will prepare specifications for the design, enhancement and implementation of the services described and specify an estimated number of working days after E Customer' s acceptance in which the applications shall be completed. a v b) If the specifications prepared by ARISTA are acceptable to Customer, Customer shall indicate its acceptance in writing. r U) c) Upon acceptance by Customer of the service specifications, ARISTA shall commence Q preparation and diligently pursue development of the product in accordance with such specifications and shall use its r- r best efforts, consistent with changing and conflicting needs and demands of its Customers, to complete the same within the period estimated in the specifications. N O d) For special order services, ARISTA shall be compensated as provided for in Schedules A, B, and C. c a E 9. Special Stipulations. V All contractual issues are covered by this agreement. Any additional terms shall be a outlined in Schedule " D ", attached, and signed by both parties. The absence of a fully executed Schedule " D" shall Q mean it does not exist. 10. _ Force Maieure. Should the performance of this Agreement by either party be prevented or delayed by act of God, war, civil insurrection, fire, flood, storms, strikes, lockouts, total or partial failure of transportation, or delivery of facilities, interruption of power, or any law, regulation, or order of any federal, state, county, or municipal authority, or by any other cause beyond the control of such party, that party's performance shall be Parke't excused to the extent it is prevented or delayed. Each party will promptly give the other party notice of any event it claims to be an event of force majeure. 11. Equal Opportunity Clause. We hereby incorporate the equal opportunity clause, Section 60 -1. 4, and the affirmative action clause for handicapped workers, Section 60- 741. 4, pursuant to Executive Order 11246, as amended, Section 503 of the Rehabilitation Act of 1973, as amended, and the Vietnam Era Veterans Readjustment Assistance Act of 1974, 38 U. S. C. § 4212, and implementing regulations. 12. General Contract Provisions. a) Waiver. No consent or waiver, express or implied, by either party to this Agreement to or of any breach or default by the other in the performance of any obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default by such party hereunder. Failure on the p art of any party hereto to complain of any act or failure to act of the other party or to declare the other party in default hereunder, irrespective ofhow long such failure continues, shall not constitute a waiver ofthe rights of such party hereunder. b) Captions. The captions used for the paragraphs in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of the intent of this Agreement or any paragraph hereof. c) Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters covered thereby. All prior negotiations, representations and agreements with respect thereto not incorporated in this Agreement are hereby cancelled. d) Schedules. Each and every Schedule attached hereto shall be incorporated into and made a part of this Agreement by reference. e) Amendments. This Agreement may be amended only by written agreement executed by all parties hereto. f) Notice. Unless otherwise provided herein, communications provided for hereunder shall be in writing and shall be mailed, faxed or delivered as follows: If to ARISTA: ARISTA INFORMATION SYSTEMS, INC. Attention: Ron Camp, President 100 Ashford Center North Suite 500 Atlanta, Georgia 30338 Telephone Number: ( 770) 414 -8400 Telecopy Number: ( 770) 414 -1122 If to Customer City of Fort Walton Beach Attn: William Worlds, Purchasing 105 Miracle Strip Pkwy. SW Ft. Walton Beach, FL 32548 Tel: 850- 833 -9523 Fax: 850- 833 -9643 4 or as to each party, at such address as shall be designated by such party in a written notice to the other parties. All such notices and other communications shall be effective ( a) if mailed, when received or three ( 3) days after mailing, whichever is earlier; (b) if faxed, when transmitted; or (c) ifhand delivered, when delivered. g) Effective Date. This Agreement shall become effective upon the parties signing and exchanging the signed copy by Mail or confirmed overnight delivery. h) Further Assurances. The parties covenant and agree to execute such additional commercially reasonable agreements as may be reasonably necessary to effect and further define the terms and conditions of the rights provided in this Section. i) Arbi_ trafifln. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, including, without limitation, any dispute concerning the scope of this arbitration clause, shall be submitted to binding arbitration to be administered by the American Arbitration Association under its Commercial Arbitration Rules: Judgment on the award rendered by the arbitrator in any such arbitration may be entered in any court having jurisdiction thereof. 6) Assienment. This Agreement may be assigned, in whole or in part, by either party, provided that such assignment shall not relieve the obligations of the assigning party as provided in this Agreement. 5  IN WITNESS WHEREOF, the parties hereto have executed under seal this Agreement the day andyear first above written, by and through their duly authorized representatives. ARISTA INFORMATION SYSTEMS, INC. By: _ Title: Date: Attest: Title: Corporate Seal) CITY OF FORT WALTON BEACH By: Title: C x10. CY- Date: Attest: Title: Corporate Seal) 6  SCHEDULE " A" Statement of Work —Printing and Mailing Services 1) Statement to be formatted based on Customer requirements. 2) Data will be received at ARISTA via electronic transfer initiated by Customer in a format agreed upon by both parties. 3) All addresses will be passed through certified postal -coding software for CASS ( Coding Accuracy Support System) certification and delivery point barcode for automated postage discount. 4) All statement materials included: statement page, outside mailing envelope, courtesy -reply envelope. 5) Processing, printing, collating, folding, inserting and mailing. 6) Preparation and delivery to USPS in automation stream. Statement of Work —PDF Services for Printin and Mailine Customers OPTIONAL SERVICE I) Data used will be the same data as provided for Printing and Mailing Services. 2) A PDF image of the exact statement that is printed and mailed will be created. 3) PDF images are available for the Customer to view, print, and download. 4) Customer shall have the option of receiving the PDF