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Home My WebLink AboutBPW-12-06-17-13/Carmel Chriskindlmarkt, Inc/24,127/2,300 Carmel Christmas OrnamentsRESOLUTION NO. BPW 12-06-17-13 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING RECEIPT OF CONTRACT WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana ("City"), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36-4-5-3(9), only the Mayor is authorized to sign City contracts; and WHEREAS, pursuant to his authority under Indiana law, Mayor James C. Brainard has caused to be signed the City contract attached hereto as Exhibit A (the "Contract"); and WHEREAS, Mayor Brainard now wishes to present the contract to the City's Board of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk -Treasurer's Office, and made available to the public for review. follows: NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt of the Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk -Treasurer and thereafter made available to the public for review. SO RESOLVED this Gf V� day of Dect k !' , 2017. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: KI Am Brainard, Presiding Officer S:\E Bass\My Documents\BPW-Resolutions\20171Acknowledge Christkindlmarkt, Inc. Agreement for Purchase of Goods.docxl l/29/2017 3:34 PM AGREEMENT FOR PURCHASE OF GOODS \4A0 , - THIS AGREEMENT FOR PURCHASE OF GOODS ("Agreement") is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and Carmel Christkindlmarkt, Inc., a not for profit corporation organized under the laws of the State of Indiana ("Market"). TERMS AND CONDITIONS ACKNOWLEDGMENT, ACCEPTANCE: Both parties acknowledge that they have read and understand this Agreement, and agree that the execution of same constitutes acceptance of all of the Agreement's terms and conditions. 2. PERFORMANCE: Market agrees to purchase Two Thousand Three Hundred (2,300) 2017 Carmel Christmas Ornaments (the "Ornaments") from the City. City agrees to provide the Ornaments and to otherwise perform the requirements of this Agreement by applying at all times the highest technical and industry standards. 3. PRICE AND PAYMENT TERMS: The Market shall remit Twenty Four Thousand One Hundred Twenty Seven Dollars ($24,127.00) to the City within 60 days of the Effective Date of this Agreement as consideration for the purchase of the Ornaments. 4. WARRANTY: City warrants that the Ornaments sold under this Agreement will conform to those certain specifications, descriptions and/or quotations regarding same as were provided to City by Market and/or by Market to and accepted by City, all of which documents are incorporated herein by reference, and that the Ornaments will be delivered in a timely, good and workmanlike manner and free from defect. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. 6. DEFAULT: In the event City: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including City's warranties; (b) fails to provide the Ornaments as specified herein; or (c) fails to make progress so as to endanger timely and proper provision of the Ornaments and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from Market specifying such failure or breach, Market shall have the right to (1) terminate all or any parts of this Agreement, without liability to Market; and (2) exercise all other rights and remedies available to Market at law and/or in equity. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 8. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. jC:\Ua \slibbe\APpDataloW\Nficrosoft\Windows\Temporary Intemet Files\Con tOutlwk\GGD18UI3\Chngbndlmarkt om m sale ageement.d-11/17/2017 12:27 PA] 9. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 10. NOTICE: Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel One Civic Square Carmel, Indiana 46032 If to Market: Maria Murphy Marketmaster/CEO Carmel Chdstkindlmarkt, Inc. One Civic Square Carmel, IN 46032 AND Douglas C. Haney, Corporation Counsel Department of Law One Civic Square Carmel, Indiana 46032 11. TERMINATION: Notwithstanding anything to the contrary contained in this Agreement, Market may, upon notice to City, immediately terminate this Agreement for cause, in the event of a default hereunder by City. In the event of such termination, City shall be entitled to receive only payment for the undisputed invoice amount representing conforming Ornaments delivered as of the date of termination. 12. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 13. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 11 hereinabove, this Agreement shall be in effect from the Effective Date through January 31, 2018. 14. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 15. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. 16. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Market. IX:lDaWWwaCm,nus�Chnukin,fimull Ckw wleepe ldxlIIIW017 tWPMI 2 17, ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between Market and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By: Ja Brainard, P sidyin Officer Da��Cl z — Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Christine S. Pauley, Clerk -Treasurer Date: �R:ijobakndn'a'rntract�\Civinkindm�da Quuuw .nkgUu tdM 11/IN2DI7 Ii10PMq 3 CARMEL CHRISTKINDLMARKT, INC. 1100 FID/TIN: 6al,,iel %l.J, Date: &_1_26 J 'a TV 40'�-5q