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APPROVED, AS TO
FORM 6
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby
made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of
Public Works and Safety ("City"), and Advanced Business Concepts, Inc. ("Vendor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its
execution of same and/or its provision of any goods and/or services ("Goods and Services")
hereunder shall constitute Vendor's acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the Goods and Services described in attached Exhibit A, which is
incorporated herein by this reference, and Vendor agrees to provide same and to otherwise perform
the requirements of this Agreement and to execute its responsibilities hereunder by following and
applying at all times the highest professional and technical guidelines and standards.
3. PRICE AND PAYMENT TERMS:
The total price for the Goods and Services contemplated herein shall be no more than the amounts
set forth in attached Exhibit A. Vendor shall submit an invoice to City no more than once every
thirty (30) days detailing the Goods and Services provided to City within such time period. City
shall pay Vendor for such Goods and Services within thirty (30) days after the date of City's receipt
of Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not
disputed, are in accordance with the specifications set forth in Exhibit A, are submitted on an
invoice that contains the information contained on attached Exhibit B, and Vendor has otherwise
performed and satisfied all the terms and conditions of this Agreement. Subject to the above, if the
undisputed invoice amount is not paid within thirty (30) days of its receipt by City, Vendor shall so
notify City. If such amount as is not disputed is not thereafter paid within ten (10) business days
from the date such notice is received by City, then a late charge in a sum equal to one percent (1%)
of such unpaid and undisputed invoice amount shall accrue and be immediately due and payable by
City to Vendor as a separate debt for each month it remains unpaid. In the event an invoice amount
is disputed, City shall so notify Vendor. If such dispute is not resolved to City's satisfaction within
five (5) business days after notice of such dispute is given, City shall pay such amount as is in
dispute, under protest, into the Carmel City Court, which court shall hold such monies until
provided with a settlement agreement signed by both parties hereto or a final judgment has been
entered thereon.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to
the specifications, drawings, samples, instructions, directions and/or descriptions thereof furnished
to Vendor by City and/or by Vendor to and accepted by City, that the Goods and Services will be
delivered in a timely, good and workmanlike manner and free from defect. In addition, Vendor
acknowledges that it knows of City's intended use and expressly warrants that the Goods and
Services covered by this Agreement have been selected and provided by Vendor based upon City's
stated use and will be fit and sufficient for the particular purposes intended by City.
5. 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. 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. Prior to and with 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 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. Vendor shall indemnify and hold harmless City from and against
any and all liabilities, losses, claims, costs and expenses, including, but not limited to, attorney fees
incurred by City in connection with any such lien and/or the removal thereof. This indemnification
obligation shall survive the termination of this Agreement.
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, files, or has filed
against it, a petition in bankruptcy, for receivership or other insolvency proceeding, makes a general
assignment for the benefit of creditors or, if Vendor is a partnership or corporation, 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: (2) obtain, upon such terms and in such
manner as City deems appropriate in its sole discretion, the same or similar Goods and Services
which were to be provided to City by Vendor, and Vendor shall be liable to City for any excess
costs of the City in obtaining same; and (3) exercise any other rights or remedies as are 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 and reasonably acceptable to City, such
insurance as is necessary for the protection of City and Vendor from any and all claims for damages
or otherwise 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 and all of Vendor's agents, officers, employees, contractors, subcontractors
and other persons; because of any injury to or destruction of property, including, but not limited to,
loss of use resulting therefrom; or, otherwise. 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 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,
Vendor's use of City property, or otherwise, except for such liabilities, claims or demands that arise
directly and solely out of the negligence of City. Vendor fiirther 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, subcontractors and other persons in the performance of this Agreement, or otherwise.
These indemnification obligations shall survive the termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all present and future federal, state and local laws, executive orders,
rules, regulations, codes and ordinances 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, codes and
ordinances. 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,
subcontractors and other persons shall comply with all existing and future 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 the hire, tenure, terms, conditions or privileges of employment and to
any other matter directly or indirectly related to employment or subcontracting because of race,
religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam
era veteran status. City reserves the right to collect a penalty as provided in IC 5-16-6-I for any
person so discriminated against.
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12. NO IMPLIED WAIVER:
The failure of either party at any time to require performance by the other of any provision of this
Agreement shall in no way 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 thereof.
13. 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.
14. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and Vendor and all
of its officers, employees, contractors, subcontractors, agents and other persons are not and shall
not become employees of City, and the sole responsibility to pay to or for same all statutory,
contractual and other benefits shall remain exclusively with Vendor. The contract price set forth
herein to be paid hereunder by City to Vendor shall be the full and maximum compensation and
monies required of City to be paid to Vendor under or pursuant to this Agreement.
15. 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 further agree that, in the event a
lawsuit is filed hereunder, they waive any rights to a jury trial they may have, 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.
16. 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 such statute, regulation, ordinance, order or rule, and the
remaining provisions of this Agreement shall remain in full force and effect.
17. NOTICE:
Subject to paragraph 16 hereinabove, 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
ATTN: John Duffy
(with a copy to City Attorney, same address)
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If to Vendor: Advanced Business Concepts, Inc.
1089 3rd Avenue SW, Ste 102
Carmel, IN 46032
ATTN: Jack Barron
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be effective
if given orally, as long as written notice is then provided as set forth hereinabove within ten (10)
business days from the date of such oral notice.
18. TERMINATION:
18. 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 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.
18.2 Either party hereto may terminate this Agreement at any time upon thirty (30) days prior
notice to the other party. 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.
19. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the
persons or entities executing this Agreement have the authority to bind the party which they
represent.
20. ADDITIONAL GOODS AND/OR SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide
additional goods and/or services to City. When City desires additional goods and/or services from
Vendor, the Mayor or his duly authorized representative shall notify Vendor of such additional
goods and/or services desired, as well as the time frame in which same are to be provided. Vendor
shall then provide, at no cost to City, an estimated cost for such additional goods and/or services,
as well as the date by which same will be provided to City. Only after City has approved Vendor's
time and cost estimate for the provision of such additional goods and/or services shall Vendor be
authorized to provide same, the identification of which shall be set forth in documents which shall
be numbered and attached hereto in the order they are approved by City.
21. TERM
Subject to the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall be
in effect from the Effective Date through December 31, 2000, 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.
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22. FORCE MAJEURE
Any delay or failure of either party to perform its obligations hereunder shall be excused if, and to
the extent, same is caused by an event or occurrence beyond the reasonable control of the party and
without its fault or negligence, provided that notice of such delay (including the anticipated
duration of the delay) shall be given by the affected party to the other party within five (5) business
days after the first day of such event or occurrence. During any such period of delay or failure to
perform by Vendor, City, in its sole option, may purchase some or all of the same or similar
Services and/or additional services from other sources and reduce the Services requested of Vendor
hereunder by such degree, or have Vendor provide some or all of the Services and/or additional
services from other sources at times requested by City and at the prices set forth in this Agreement.
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
City and Vendor, and their respective officers, officials, agents, partners, successors, assigns and
legal representatives, are bound to the other with respect to this Agreement and to such other
party's officers, officials, agents, partners, successors, assigns and legal representatives in all
respects as to all covenants, agreements and obligations of this Agreement.
25. NO THIRD PARTY BENEFICIARIES
Nothing contained herein shall be construed to give any rights or benefits hereunder to anyone
other than City or Vendor.
26. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, are fully aware of their
respective rights, have had the opportunity to obtain the advice and assistance of an attorney
throughout the negotiation of this Agreement, and enter into this Agreement freely, voluntarily, and
without any duress, undue influence, coercion or promise of benefit, except as expressly set forth
herein.
27. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the
entire agreement between Vendor and City with respect to the subject matter hereof, and
supersedes all prior oral or written representations and agreements regarding same.
Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to
the extent any term or condition contained in any exhibit attached to this Agreement conflicts with
any term or condition contained in this Agreement, the term or condition contained in this
Agreement shall govern and prevail, unless the parties hereto, or their successors in interest,
expressly and in writing agree otherwise. This Agreement may only be modified by written
amendment executed by both parties hereto, or their successors in interest.
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IN WITNESS.WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA ADVANCED BUSINESS CONCEPTS, INC.
by and through its Board of Public
Works and Safety
By: By:
es Brainard, Preidin Officer a�oorized Signature
,(J� �/
ate: l� -d 2-d� l�TMiect�/
Printed Name
Ma Ann it ce, ember
Date: / a-22v PA6-57AE/l�
Title
Billy Walker, Member FID/SSN: sr- 2 cc° get 7
Date:
Date: f / 7-0/i
ATTEST:
((akki. fat
Diana Cordr y, C, .lerk-Treasurer
Date: /1t Veo
7
EXHIBIT B
Invoice
Date:
Name of Company:
Address &Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No:
Person Service Services Provided Hourly Hours Total
Performing Date (Describe in detail in one- Rate Worked
Service tenth hour units)
GRAND TOTAL
Signature
Printed Name
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EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation&Disability Statutory Limits
Employer's Liability:
Bodily Injury by Accident: $100,000 each accident
Bodily Injury by Disease $500,000 policy limit
Bodily Injury by Disease $100,000 each employee
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
Limit: $500,000
Each Occurrence Limit: $500,000
Fire Damage(any one fire): $ 50,000
Medical Expense Limit
(any one person): $ 5,000
Comprehensive Auto Liability
Owned,hired and non-owned each accident
Bodily Single Limit: $500,000
injury and property damage
Umbrella Excess Liability
Each occurrence and aggregate $500,000
Maximum deductible $ 10,000
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•
EQUIPMENT MAINTENANCE AGREEMENT
Customer City Of Carmel Utilities Attention: Lysa Tel: (317)571-2691 Fax: (317)
Billing Address: PO Box 1399 City: Carmel State: IN Zip: 46032
EQUIPMENT DESCRIPTION: Check here if additional equipment is listed on attached pages ❑
Type: ❑Copier X Fax ['Printer ['Shredder ['Other Brand/Model: Muratec F98 Serial: 90016075
Installation address: 1 Civic Square, Carmel Operator: Telephone:
Condition: X New installation _Conversion from another plan _Renewal of existing agreement
Term: 12 months Commencement date December 7, 2000 Meter reading at commencement: 0
Metered monthly per page rate: $ .054 Minimum monthly billing: $35.00
Customer Acceptance Advance I�'ne ; C epts, Inc. Acceptance
/� /� �(`JJ//,,,,``��OO''j��ff//f{' I/ — 9-�G'
Signature Date ma s+" G�� — ""' '� ' Date
Jack Barron President
Name Printed Title Name Printed Title
1. TERMS AND CONDITIONS APPLICABLE TO ABC
MAINTENANCE AGREEMENT (see reverse side for additional
terms and conditions)ADVANCED BUSINESS CONCEPTS, INC.,
1089 3rd Avenue SW, Suite 102, Carmel, Indiana 46032-7568, 4. INITIAL INSPECTION AND REPAIR
hereinafter known as ABC, agrees to provide and the Customer If the equipment to be covered by this Agreement is not under
named on the face agrees to accept maintenance service on the ABC's maintenance responsibility, nor covered by ABC's or
equipment listed, at the charges indicated, in accordance with the manufacturer's standard warranty, immediately prior to the
following terms and conditions. commencement date of this Agreement, it shall be subject to a
chargeable inspection by ABC. ABC shall take such action as may
be necessary in its judgment to place the equipment in good
operating condition, including without limitation, making repairs and
adjustments and replacing pans. The Customer shall pay for all
labor and materials used in connection therewith at ABC's then
Current commercial rates
5. SCOPE OF ABC MAINTENANCE SERVICE
ABC agrees to provide maintenance service availability Monday
through Friday, from 8 00 A M to 5 00 P.M., except legal holidays,
referred to hereafter as ABC's normal working hours, to keep the
equipment named and flattered on the face in good working order
in accordance with its serves policies. Service will include on-call
remedial maintenance. nctCng replacement of unserviceable
parts, as well as scheduled preventve maintenance. Preventive
maintenance will be based upon the specific needs of the individual
equipment as determined by ABC and will include cleaning,
lubrication, necessary adjustments and replacement of
unserviceable parts. Maintenance service availability is subject to
ABC being able to obtain pert from the manufacturer. The
unserviceability of parts wit solely be determined by ABC, and
replaced on an exchange basis. They will be new parts or parts
equivalent to new in performance when used in these equipments.
Replaced parts become the property of ABC. If maintenance is
requested to be performed outside of ABC's normal working hours,
ABC will provide it on an 'if available' basis, at the per call after
hours rates and terms then in effect. There is a minimum charge
of two 2) hours including travel time for calls taken outside ABC's
normal working hours. For the purpose of this Agreement, any
request for unscheduled, on-call remedial maintenance service
started during the period of maintenance service availability and
completed within one (1) hour after such period will be treated as
having been performed within such period and no additional charge
will be made therefor. ABC will install on-site engineering
f;l Uels;+ A loll
manufacturer at no charge, only if such retrofits are introduced by Equipment shall be properly connected at all times to an ABC
the manufacturer during the term of this Agreement. approved surge piutec ur. Maintenance Service by ABC required
to restore the equipment to good operating condition after
6. LOCATION OF EQUIPMENT malfunction caused by Customer's failure to provide proper surge
ABC will provide maintenance service for listed equipment at the protection will be made at ABC's per call rates then in effect.
installation address shown on the face. Customer will be liable for
all costs associated with any equipment relocation, even if within
the same building. ABC shall be under no obligation to provide
maintenance service for any equipment which is relocated outside
its geographical area of responsibility. ABC will assist the
Customer in obtaining service from other qualified dealers outside
of this area.
7. EXCLUSIONS
ABC maintenance service provided hereunder does not include:
(a) electrical work external to the equipment, including problems
resulting from overloaded or improper circuits;
(b) repair of damage resulting from transient voltage surges or
power surges either on the electric or telephone lines, fire or an
act of GOD;
(c) installation or alteration of telephone lines or jacks external to
the equipment;
(d) repair of damage resulting from accident, transportation,
neglect or misuse; operation of the equipment outside the
manufacturers specifications, failure of electrical power, air
conditioning or humidity control or causes other than ordinary
use; or caused by someone other than authorized ABC
representative. If persons other than ABC representatives
shall repair, modify or perform any maintenance service on any
equipment covered by this Agreement, and,as a result thereof,
further maintenance service by ABC is required to restore the
equipment to good operating condition, such maintenance
service will be made at ABC's applicable per call rates then in
effect;
(e) repair of damage caused, in full or in part, by the use of
supplies not approved by manufacturer for this equipment
(f) furnishing platens or accessories; making specification
changes, re-programming or adding or removing accessories,
attachments or other devices;
(g) such service which is impractical for ABC service
representatives to render because of alterations to the
equipments or their connection by mechanical or electrical
means to devices;
(h) normal key operator duties as described in the manufacturer's
operator manual,such as but not limited to,ordinary changes of
supplies (paper, film, ink, toner, developer, master units,
drums), routine cleaning of platen glasses, mirrors, and
cosmetic cleaning of equipment's interior or exterior,
(i) Customer requested on site diagnosis by ABC technician of
equipment operation failure, caused by telephone line noise or
'check condition of remote fax' error message, if customer
fails to co-operate prior to dispatch of technician in making
requested preliminary tests or making request for data
transmission line noise teete by the telephone company.
Customer will be charged at rates then in effect.
8. SUPPLIES ADVANCED BUSINESS CONCEPTS, INC.
This Agreement includes all supplies except paper. When supplies 1089 3rd Avenue SW, Suite 102, Carmel, IN 46032-7568
(such as a drum) are installed during the term of this Agreement,
but not more than 25% of the estimated yield, based on ITV-T test a. Telephone(317)844-1626
chart#1, are expected to be used during the remaining time of the (• Fax(317)573-9060
term, charges for said supplies will be pro-rated and invoiced at E.mail: salestf)abc-i.com
end of the term. Website:www.abc-i.com
9. ACCESS TO EQUIPMENT AND METER COUNTS
ABC shall have full and free access to the equipment to provide C:My Docs\ABC Forms MA 20 Meter Fax Paper out.doc
service thereon, and the customer shall provide a safe place in
which to perform such service. Customer shall furnish print counts
to ABC upon request. Re-initializing the print meter by other than
an ABC representative may result in Customer being charged for
an estimated number of pages based on previous average page
counts.
10. SURGE PROTECTION aREQUIRED
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