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HomeMy WebLinkAboutSurface Solutions, Inc./CFD/$12,433/Three Coat Epoxy SystemCzKpoPcfsmboefsbu23;2:qn-Nbs41-3132 DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD Surface Solutions, Inc. Fire Department - 2021 Appropriation # 1120 43-501.00; P.O. #105102 Contract Not To Exceed $12,433.00 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense. 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein; c) fails to make progress so as to endanger timely and proper provision of the Goods and Services 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 City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to 1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers’ compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor’s agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor’s provision of Goods and Services pursuant to or under this Agreement or Vendor’s use of City property. Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor’s agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. S:\\Contracts\\Prof.Svcs & Goods Svcs\\Fire Dept\\2021\\Surface Solutions, Inc. Goods and Services.doc:3/30/2021 7:12 AM\] 2 DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD Surface Solutions, Inc. Fire Department - 2021 Appropriation # 1120 43-501.00; P.O. #105102 Contract Not To Exceed $12,433.00 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor’s performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. E-VERIFY: Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the “Indiana E-Verify Law”), Vendor is required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein as Exhibit D, affirming that it is enrolled and participating in the E-verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E-Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E- Verify program cease to exist. 13. 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. 14. NON-ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City’s prior written consent. 15. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement S:\\Contracts\\Prof.Svcs & Goods Svcs\\Fire Dept\\2021\\Surface Solutions, Inc. Goods and Services.doc:3/30/2021 7:12 AM\] 3 DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD Surface Solutions, Inc. Fire Department - 2021 Appropriation # 1120 43-501.00; P.O. #105102 Contract Not To Exceed $12,433.00 16. 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. 17. 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. 18. 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 AND City of Carmel Carmel Fire Department Department of Law 10701 N College Avenue One Civic Square Suite A Carmel, Indiana 46032 Carmel, Indiana 46032 If to Vendor: Surface Solutions, Inc. rd5693W73 Street Indianapolis, Indiana 46278 Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice. 19. TERMINATION: 19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate. S:\\Contracts\\Prof.Svcs & Goods Svcs\\Fire Dept\\2021\\Surface Solutions, Inc. Goods and Services.doc:3/30/2021 7:12 AM\] 4 DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD Surface Solutions, Inc. Fire Department - 2021 Appropriation # 1120 43-501.00; P.O. #105102 Contract Not To Exceed $12,433.00 20. 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. 21. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor’s time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City’s authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 22. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19 hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2021 and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. 23. 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. 24. 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. 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 26. DEBARMENT AND SUSPENSION 26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Vendor. 26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. S:\\Contracts\\Prof.Svcs & Goods Svcs\\Fire Dept\\2021\\Surface Solutions, Inc. Goods and Services.doc:3/30/2021 7:12 AM\] 5 DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD 4/7/2021 4/7/2021 4/7/2021 4/7/2021 RD5693W. 73ST. INDIANAPOLIS, IN46278 866)858-4080TOLLFREE 317) 388-8000OFFICE 317) 388-8010FAX WWW.SURFACESOLUTIONSUSA.COM Flooring Quotation Date submitted: March 29, 2021 Date accepted: Quote #: CAR031721-1Signed: To: Carmel Fire Department Station #43 th3242E. 106 St. Carmel, IN 46033 Phone: 317-847-6383 Email: sbaskerville@carmel.in.gov Project Description: Truck Bays Application: Apply a Three Coat Epoxy System to 24 Mils Nominal with a Urethane Top Coat to Floor SPECIALIST’SIN HIGH PERFORMANCE FLOORING FYIJCJUOURINDUSTRIALFLOORSARETHEFOUNDATIONOFYOURBUSINESS” INDUSTRIAL ----- COMMERCIAL B)2pg7* DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD RD5693W. 73ST. INDIANAPOLIS, IN46278 866)858-4080TOLLFREE 317) 388-8000OFFICE 317) 388-8010FAX WWW.SURFACESOLUTIONSUSA.COM Area Detail: Procedures: 43x41 and11x16=1939 Sq. Ft. of Grind Floor toPrep Floor Removing Existing Epoxy asNeeded. NoCove Base orCurbing Included. Apply Epoxy andCabosilThisproposalisbasedon (21/2) toExisting Joints (MayDaysofworktime. Canbereturned Crack with Movement) toservice 24hours after thetopcoat isapplied. Apply SS181 LVP – Pigmented Low Viscosity Warranty: We offer a (5) YearWarranty Primer Based onOur Terms and Conditions. Please Apply SS181 Fast Set as see attached. Pigmented Body Coat Apply SS322VOC Payment Terms: NET 30Daysin Full Compliant Pigmented Urethane Top Coat with 60 Mesh Aggregate forSlip Resistance Additional Notes: Customer to Provide Permanent Lights, Fork-Lift, 480V, 3Phase and 30 Amp Power, 110 Power and Dumpster. Floor must be dry upon arrival and Slab Temperature must be a minimum of 55 degrees Fahrenheit –not to exceed 80 degrees Fahrenheit. Surface Solutions Will Have Exclusive Access to Areas During Installation and Will Not Be Responsible For Damage by Other Contractors. This is a resinous flooring system therefore imperfections such as roller marks, trowel marks etc. may be seen. This does not affect the function of the system. Total Price Based on a Non-Holiday Weekday Timeframe : 12,433.00 Terms andConditions included. Freight included. Surface Solutions, Inc. isnotliable oftheeffects ofosmotic orhydrostatic pressure ormoisture vapor transmission. Thisquote price isvalid for60 daysfrom above date. Please callAmy D. Manghelli at317-388-8000 or317-340-3633 forfurther questions and scheduling information. Thank youfortheopportunity topropose aproject solution. Regards, Amy D. Manghelli Surface Solutions Team Signature President SPECIALIST’SIN HIGH PERFORMANCE FLOORING OURINDUSTRIAL FLOORS ARE THE FOUNDATION OFYOUR BUSINESS” FYIJCJU INDUSTRIAL ----- COMMERCIAL B)3pg7* DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD RD5693W. 73ST. INDIANAPOLIS,IN46278 866) 858-4080 TOLL FREE 317) 388-8000 OFFICE 317) 388-8010 FAX WWW.SURFACESOLUTIONSUSA.COM GENERAL TERMS AND CONDITIONS The following terms and conditions are hereby made a part of this Agreement: SECTION 1: RESPONSIBILITIES OF SURFACE SOLUTIONS, INC. Surface Solutions, Inc. has visually inspected the project site prior to the commencement of work and agrees to the contract work based on the existing nature ofthe project site as it appears and is represented by the Customer. In the event that hidden conditions (example, failure of substrate) are revealed which would materially change the nature of the Services, Surface Solutions, Inc. is entitled to cease work until such time as the contract sum has been adjusted equitably tocompensate for such change. Surface Solutions, Inc. shall not be liable for any delay in or stoppage of performance hereunder resulting in whole or in part from the unknown issues in and around the location where the Services are to be performed. If it is determined in the sole and absolute discretion of Surface Solutions, Inc. that the Services cannot be performed without repairs and/or improvements to the location where the Services are to be performed. Customer agrees to hire an outside contractor or pay Surface Solutions, Inc. for such repairs and/or improvements to the location for which the Services are tobe performed based on the time and materials used in preparation of such location by Surface Solutions, Inc., in the sole and absolute discretion of Surface Solutions, Inc. Surface Solutions, Inc. shall keep the premises free from the accumulation of waste material or rubbish, which results from the execution of its work. In no event shall Surface Solutions, Inc. be responsible for any unclean conditions or debris caused by others. Surface Solutions, Inc. will provide supervision, crew personnel, tools and equipment, installation scheduling, and complete material order and delivery according to the agreed contract or proposal terms. Our primary goal is to install quality products with technically skilled workmanship. Insurance and Liability Insurance. Surface Solutions, Inc. will strive to meet the promised performance of service dates, but all such dates are approximations. Failure by Surface Solutions, Inc. to deliver Services in a timely manner as a result of an unforeseeable event or Act of God, as described herein does not give customer the right to cancel or hold Surface Solutions, Inc. responsible for any damages resulting from the failure to deliver services within the time stated. Surface Solutions, Inc. shall make all necessary arrangements to have any excess products picked up after completion ofthe Services. Surface Solutions, Inc. solicits feedback from the customer to assist our company in meeting its primary goal to deliver quality, installed products. SECTION 2: RESPONSIBILITIES OF CUSTOMER Customer has conducted an investigation of the project site prior to the commencement of work and represents that the existing nature and condition of the project site is as it appears. The customer affirms that there is no other hidden or unidentified condition, which would materially change the nature of the Services. Customer shall have the project site swept clean and made free of all obstructions, and shall remove all food items, organic materials and other products stored ator near the project site to prevent contamination or spoilage that may occur. Some vapors, fumes or dust may enter materials or goods in the vicinity of the installation site. Reasonable efforts will be taken by Surface Solutions, Inc. to anticipate potential problems and protect the area. Although this is unlikely, the customer needs to be aware ofpossible risks and that Surface Solutions, Inc. cannot be held responsible. The more aggressive the substrate preparation method, the more likely dust will become airborne and settle on equipment, machinery, finished products, rack or storage systems and other material in the vicinity of the work being performed. Please be advised and make any additional advance arrangements to cover or otherwise protect sensitive areas and equipment. Surface Solutions, Inc. appreciates any additional information necessary to prepare for a quality installation that will meet or exceed all customer expectations. 1FYIJCJU B)4pg7* DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD RD5693W. 73ST. INDIANAPOLIS, IN46278 866) 858-4080 TOLLFREE 317) 388-8000 OFFICE 317) 388-8010 FAX WWW.SURFACESOLUTIONSUSA.COM Customer shall make the project site available, including removal of equipment and machinery when feasible, for Surface Solutions, Inc. at the agreed upon date and time in which the Services areto commence. When projects are scheduled, Surface Solutions, Inc. commits a supervisor, crew personnel, equipment, vehicles, product delivery and adequate time to complete the project. The need to reschedule needs to be received at least 7 days prior tothe start date. For peak holiday scheduling or over annual shutdown periods, 14 day notification is required. A remobilization charge of $1,000 minimum per day will be added to the contract amount if no notification has been received and a schedule readjustment needs to be implemented. Customer shall provide Surface Solutions, Inc., at no charge, all necessary utility services required for the proper execution of the Servicesincluding water, electricity480 volts, 30 amp, 3-Phase Power and 110 power, and forklift. Customer shall provide Surface Solutions, Inc. with a dumpster or other reasonable alternative in which Surface Solutions, Inc. may use to dispose of waste and rubbish. Customershallprovideandmaintainaminimumcontinuoustemperatureofapproximately55-70degrees Fahrenheit(minimumtemperaturevariesbyproduct)thefloorleveloftheprojectsiteandprovideasimilarly suitable,secure,warmanddryareaforstorageofSurfaceproductsandequipmentduringthecourseof theServices. Customer shall insure that no other work or tasks will be performed in the work area by the Customer, other trades or subcontractors once Surface Solutions, Inc. has commenced performance ofits Services. Customer, upon completion ofthe ServicesServicesfrom damage caused by the Customer, their workforce or subsequent contractors. The Customer issolely responsible for determining that the Services are in line with all applicable laws or other applicable restrictions. As such, Customer warrants to Surface Solutions, Inc. that Customer has become familiar with and understands the laws and restrictions applicable to the Services and their use thereof. Furthermore, Customer warrants that and restrictions. Customer indemnifies and waives any claim it may now or hereafter have against Surface Solutions, Inc. with respect thereto. The Customer shall notify Surface Solutions, Inc. of any issues with the Services within 48 hours after the Services have been completed. Such notification shall specifically identify the issues with the Services; and Surface Solutions, Inc. shall have a reasonable time to investigate, and if warranted, cure the issues. If the Customer fails to notify Surface Solutions, Inc. within 48 hours then the Services shall be deemed accepted by the Customer. Surface Solutions, Inc. SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR REPAIR TO THE PREMISES IN WHICH THE SERVICES ARE PERFORMED INCLUDING ANY BUSINESS INTERRUPTION OR ANY OTHER DAMAGES. FURTHERMORE, SURFACESOLUTIONS, INC.IS NOT RESPONSIBLE FOR REQUIREMENTS, CUSTOMER HEREBY AGREES TO WAIVE ALL SUCH CLAIMS AGAINST SURFACE SOLUTIONS, INC. AND CUSTOMER SHALL INDEMNIFY SURFACESOLUTIONS, INC. AS PROVIDED HEREIN. SECTION 3: PAYMENTS Payment of Invoices All invoices are due Net 10 days from Invoice Date with an allowance for negotiation of date due with an authorized representative of Surface Solutions, Inc. Invoices will be generated based onprogress invoicing for projects requiring more than one mobilization or projectsthat are longer than one week in duration. Time is of the essence for payment. All payments shall be made to Surface Solutions, Inc. The terms apply toall Services and all payments must be made in U.S. dollars. Afinance charge at the rate of 12% per annumwill accrue from the payment due date if the payment is not made in full. In the case of refusal or inability of the Customer to accept the Services, the Customer shall be held liable for all expenses associated with the loss of Services, and other expenses and losses that may be incu failure to pay. Taxes Sales tax may be applicable to this Agreement and are in addition to the price of the Services and are to be 2FYIJCJU B)5pg7* DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD RD5693W. 73ST. INDIANAPOLIS, IN46278 866) 858-4080 TOLLFREE 317) 388-8000 OFFICE 317) 388-8010 FAX WWW.SURFACESOLUTIONSUSA.COM paid by the Customer. If Customer believes that an item is exempt from sales tax, Customer shall identify such item and provide notice to Surface Solutions, Inc. of the claimed exemption. Surface Solutions, Inc. may then require Customer to provide additional supporting documentation to prove that such tax exemption exists for the item. Cancellation Charges Orders may not be cancelled or postponed unless Customer obtains the written consent of Surface Solutions, Inc. Any cancellation of a confirmed order less than 7 days in advance will resultin a cancellation fee of 15% of the contract amount. Payment terms will be due Net 10 days and no later than net30 days after receiving notice of cancellation.As to any other cancellation, Surface Solutions, Inc. may also require a reasonable cancellation or postponement charge and will notify Customer of such charge at the time of sending its written consent of the cancellation/postponement or within a reasonable time period. Such cancellation/postponement charges shall take into account costs and expenses incurred by Surface Solutions, Inc., including but not limited to the lossof Services. Cancellation and postponement charges shall be imposed at the sole discretion of Surface Solutions, Inc. SECTION 4: WARRANTY TERMS Surface Solutions, Inc. serves as the single source for product and installation warranty terms. SurfaceSolutions, Inc. warrants the products and installation workmanship against defects for five years from the original date of installation of Urethane Concrete resurfacesand one year for epoxy and vinyl ester systems.Exclusions to the warrantyterms are detailed in Section 5: Limitations of Liability. SECTION 5: LIMITATIONS OF LIABILITY The parties acknowledge that in the event repairs need to be performed to the Services performed shall be limited to furnishing the labor and the materials necessary to reinstall the defective area. Unless otherwise agreed in writing signed by an authorized agent of Surface Solutions, Inc., Surface Solutions, Inc. obligation tofurnish the labor and materials necessary to reinstall the defective areas shall terminate one (1) year after the completion of the original Services for epoxy systems and five years for urethane concrete and vinyl ester systems. Surface Solutions shall not be liable for staining or discoloration, variation in color of samples of the same color. Surface Solutions shall not be liable for acts of vandalism, for any delay in or stoppage of performance hereunder resulting in whole or in part from Acts of God, weather conditions, labor issues, laws, and the inability toprocure the necessary products, equipment or transportation to complete the Agreement, or any other circumstances or cause beyond the control of Surface Solutions, Inc. in the sole and absolute discretion of Surface Solutions, Inc. Surface Solutions shall not be liable for damages to the Services performedresulting from substrate failure, substrate movement, substrate contamination, ordinary wear and tear, gouging, impact, intentional abuse, improper maintenance, and failureof the Customer to protect the Services performedas outlined in Section 2, the occurrence of reverse impact or the effects of osmotic or hydrostatic pressure or moisture vapor transmission. The parties further acknowledge that Surface Solutions, Inc. shall not be responsible for any consequential or incidental damages resulting from any breach of warranty. If the project invoice is not paid in full within the terms of our contract, the warranty will be voided. SECTION 6: EFFECT OF DEFAULT In the event of a default by the Customerof any of the covenants or conditions of this Agreement, Surface Solutions, Inc. shall be entitled to the following remedies to all other rights and remedies afforded by law: Right to Stop Work -Surface Solutions, Inc. shall have the right to stop work if any payments due are not made as provided under this Agreement. Performance -If Surface Solutions, Inc. is entitled to stop work as outlined above, it shall have the right to bill the Customer for the work rendered up to the date of the stoppage and for materials shipped to the project site. Additional Work Any additional costs to Surface Solutions, Inc. resulting from failure of the Customer to provide site conditions as outlined in this Agreementshall be paid by the Customer. Interest on Unpaid Balances In the event any payments due hereunder become in default, Customer agrees that any and all such sums shall accrue interest at the rate of twelve percent (12%) per annum. If Surface Solutions, Inc. is required to initiate legal action to collect any amounts due and owing FYIJCJU3 B)6pg7* DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD RD5693W. 73ST. INDIANAPOLIS,IN46278 866) 858-4080 TOLL FREE 317) 388-8000 OFFICE 317) 388-8010 FAX WWW.SURFACESOLUTIONSUSA.COM in any way or to foreclose on any liens filed on the work, such costs and fees that Surface Solutions, Inc. may recover ecover said amounts. claim to recover out of pocket costs incurred by Customer for additional out of pocket costs Customer incurs for the Services not completed by Surface Solutions, Inc. SECTION 7: GOVERNING CLAUSE This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. Any action arising out of the terms and conditions hereof shall be determined by the Marion County, Indiana Circuit or Superior Court or if required the appropriate Indiana Federal Court. Customer consents to such jurisdiction of said court and waives any claim it may now or hereafter have with respect tothe jurisdiction or venue ofsaid court. To the extent permitted by law, Customer waives the right to atrial by jury. SECTION 8: ENTIRE AGREEMENT This Agreement shall constitute the entire Agreement between the parties and the parties acknowledge that there are no other verbal or written Agreements, understandings or customs affecting the Agreement. This Agreement supersedes all previous agreements (written and oral) between Surface Solutions, Inc. and Customer and it contains a complete statement of the terms and conditions of the agreement between Surface Solutions, Inc. and Customer. This Agreement may include additional documentation referenced herein which are made apart hereto. No oral statements, representations or terms have any binding effect or form any part of the Agreement. SECTION 9: AUTHORIZED AGENCY An authorized agent of Surface Solutions, Inc must sign all contracts and purchase orders. No other parties engaging in such contracts or purchase orders will be acting as an agent of Surface Solutions, Inc. SECTION 10: SEVERABILITY In the event that any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not in any way invalidate the entire Agreement and all other provisions shall remain in full force and effect. The provision found to be invalid shall be modified to the extent permitted by law to provide the same effect as originally intended by the parties at the time of execution of this Agreement. SECTION 11: NOTICE Any notice required herein or by law must be in writing and delivered to Surface Solutions, Inc. or Customer at the address that appears on the front page of this Agreement. SECTION 12: WRITTEN MODIFICATION OF TERMS: Surface Solutions, Inc. is not bound by any addition or modification of terms and conditions of this Agreement unless Surface additional terms or modifications to the Agree acceptance to the additional terms and conditions or a waiver to the original Agreement, but an acceptance to the original Agreement. SECTION 13: ACCEPTANCE OF AGREEMENT AND TERMS: acceptance of this Agreement must be in writing and signed by Customer or an authorized representative of the Customer on the front of this agreement. Said authorized person warrants that he/she has the authority to enter into this Agreement for themselves or for the Customer. 4FYIJCJU B)7pg7* DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD EXHIBIT C INSURANCE COVERAGES Worker’s Compensation & Disability Statutory Limits Employer’s Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): $500,000 Products/Completed Operations: $500,000 Personal & Advertising Injury Policy Limit: $500,000 Each Occurrence Limit: $250,000 Fire Damage (any one fire): $250,000 Medical Expense Limit (any one person): $ 50,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Single Limit: $500,000 each accident Injury and property damage: $500,000 each accident Policy Limit: $500,000 Umbrella Excess Liability Each occurrence and aggregate: $500,000 Maximum deductible: $ 10,000 DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD City ®f INDIANA RETAIL TAX EXEMPT CERTIFICATE NO.003120155 002 0 Page 1 of 1 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 105102 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, AIP CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 3/18/2021 375559 Sta. 43 Bay Floors SURFACE SOLUTIONS INC Carmel Fire Department VENDOR 5693 W 73RD STREET SHIP 10701 N. College Avenue, Ste A TO Carmel, IN 46032- INDIANAPOLIS, IN 46278 - PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 54923 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department: 1120 Account: 43-501.00 1 Each Fund: 101 General Fund Send Invoice To: Carmel Fire Department 2 Civic Square Carmel, IN 46032- 3 Coat Epoxy System to 24 Mils w/Top Coat PLEASE INVOICE IN DUPLICATE 12,433.00 $12,433.00 Sub Total $12,433.00 DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $12,433.00 SHIPPING INSTRUCTIONS AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABE THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 194 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Denise Snyder James Crider TITLE Accreditation/Budget Administrator Director of Administration CONTROL NO. 105102 CONTROLLER DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD