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HomeMy WebLinkAboutDomestic Linen Supply/CCC Domestic Linen Supply Co., Inc. · Comanunications Dept. - 2002 Appropriation #506; P.O. g4161 Contract Not To Exceed $747.00 AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("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 Domestic Linen Supply Co., Inc., d/b/a Domestic Uniform Rental ("Vendor"). TERMS AND CONDITIONS ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement's terms and conditions. PERFORMANCE: City agrees to purchase the goods and/or services (the "Goods and Services") fi:om Vendor using City budget appropriation number 506 funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all times the highest technical and industry standards. PRICE AND PAYMENT TERMS: 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Seven Hundred Forty-Sevan Dollars ($747.00) (the "Estimate"). Vendor shall submit an invoice to City no more than once every seven (7) days detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such Goods and Services within forty-five (45) 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 substantially conforms with the invoice form attached hereto as Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. Subject to the above, if an undisputed invoice amount is not paid within forty-five (45) days of its receipt by City, then a late charge in a sum equal to one percent (1%) of such amount shall accrue and be due and payable by City to Vendor as a separate debt for each month it remains unpaid. 3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof. City understands that Vendor's costs may increase on an annual basis, and Vendor agrees to provide notice to City of such cost increases at least forty-five (45) days before their effective date, in order to provide City with sufficient time to decide whether it will accept such increases or terminate this Agreement in accordance with Paragraph 18.2 hereof· Domestic Linen Supply Co., Inc. 'Communications Dept. - 2002 Appropriation #506; P.O. ~161 Contract Not To Exceed $747.00 Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to the specifications, samples 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. Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City's~ stated use and are fit and sufficient for their particular purpose. 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. 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 famish 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. LIIgNS: 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. 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 thirty (30) calendar days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of written 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 defanlt 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. Domestic Linen Supply Co., Inc. 'Communications Dept. - 2002 Appropriation #506; P.O. g4161 Contract Not To Exceed $747.00 10. 11. 12. 13. 14. 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, insurance in not less than the coverage amounts set forth in attached Exhibit C. Vendor shall provide City, upon request, with a certificate of insurance naming the City as an additional insured thereon and indicating Vendor's compliance with the insurance coverage terms contained herein. ' 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. 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. 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. 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. 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. Domestic Linen Supply Co., Inc. 'Communications Dept. - 2002 Appropriation #$06; P.O.//4161 Contract Not To Exceed $747.00 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 agree that, in the event a lawsuit is filed hereunder, they waive their fight 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. 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 same, and the remaining provisions of this Agreement shall remain in full force and effect. 17. 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 Cannel One Civic Square Cannel, Indiana 46032 ATTN: Director of Communications (with a copy to City Attorney, One Civic Square, Carmel, IN 46032) If to Vendor: Domestic Linen Supply Co., Inc. d/b/a Domestic Uniform Rental 3401 Covington Road Kalamazoo, Michigan 49001 ATTN: General Manager 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 five (5) business days from the date of such oral notice. Domestic Linen Supply Co., Inc. ' Commtmications Dept. - 2002 Appropriation #506; P.O. ~4161 Contract Not To Exceed $747.00 23. 24. 25. BINDING EFFECT The parties, and their respective officers, officials, agents, parmers, 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. '~ NO THIRD PARTY BENEFICIARIES This Agreement gives no fights or benefits to anyone other than City and Vendor. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation Of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 26. ENTIRE AGREEMENT: See Exhibit A Rental 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. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. [Remainder of page intentionally left blank] Fax:$175712585 Nov 14 '02 16:13 P.08/12 IN WITNESS WHEREOF, the parties hm'~to have mad= and ex¢cutcd this Agreement as follow s: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By: Jan~-~ Brain~rd, Presiding Officer Date: /o~- - q- ~'~ Mary ~ke, Uembe; ' ' ATTEST: a Cordray, IAM~Clerk-rr~a~urer Date: DOMESTIC LINEN SUPPLY CO.. INC. D/B/A DOMESTIC UNIFORM RENTAL Printe~ Name Title SSN if Sole Proprietor: ,~ndrn M. Jolinson, Depu~ Clerk for BO~ESTIC UfllFORH RflTL Fax:24~-737-5386 Oct 23 2602 10;24 P. 11 ]bTSURANCE AND INDEMiN~IFICATION 9. VENDOR SHALL PROCI.,II~ AND MAINTAIN IN FUlL FORCE AND EFFECT DUPING THE TER1VI OF THIS A~NT, SUCH INSURANCE WITH AMOUNTS 'NO LESS THAN THOSE AMOUIqT$ SET FOR,THIN ATTACIt~D ~XI4I~IT C. BUYER SHALL NAME THE CITY AS ADDITIONAL INSURF. D AND SEND A CIgR'zI~ICATE TO THE CITY. V~NDOR, ITS SUBSE)IARIES, AFFILIATES, DIVISIONS, OR DISTRIBUTORS, (I-IEI~INAFTER "VENDOR") SHALL EqDElVlNIFY AND HOLD HAR~_ :RSS CITY FROM ANY OF SUCH PRODUCTS EXCEPTINO ONLY ]~ AND TO THE EXTENT SUCH I$ DUE CITY'S NEGLIGENCE IN THE USE OR CARE OF SUCH PRODUCTS; AND TH~ VENDOR SHAT.I. ASSI~ I~tJLL R,ESPONSIBrLITY FOR AND HANDLING O1~, ANY SUCH COMPLAIN, C!.~LIM OR LEGAL ACTION, AS W~.I.T. AS FOR PAYMENT OF ALL EXPENSES, COSTS, COUNSEL FEES, ~UDC_~.MENTS, AND/OR SETTLEMENTS THEREBY INCURRI'2D, PROVIDED HOWE~/~, CITY Wn.I. COlVl'RIB~ IN PROPORTION TO ITS NGG-LIOENCE IF ANY IS FOUI~ TO HAVE CONTRIBUTED. IT IS FURTHI~R AOREED THAT VGNDOR SHALL BE NOTIFIED PROMPTLY OF SUCH COMPLAINT, CLAIM OR LEGAL ACTION. CITY OF CARb~L~ INDIANA DOMESTIC LINEN SIft)PLY CO INC. by and through it Board of Public D/B/A DOMESTIC UNIFORM RENTAL BY: TITLE /.2- OOi~ESTIC LINIFORK ItNTL Fax:248-~7-5386 Oct 23 2[}02 10:~ RENTAL. AGREEMENT !° '- DOMESTIC UNIFORM RENTAL ~e' ~v'~e';~'l~mestio'LInen Sup;ly""'- C6,, Inc., DBA I~melt,¢ Unifor~ Rental, hereinafter called" Company" end the undersigns=, hereinafter ~_allad "Customer."THE PARTIF-.~ HEREBYAGREE UPONTHETERM8 SET FORTHBELOWAND UPONTHE REVERSESIDE HEREOF', 1~ T~e ComPany agrees to fur'nlsh an R weekly rental baals and the Custcmer agrees to use the followlng ite~r~a at the prloes and ter~ns ir, clioetecl below;" EOt4,/ .R~Z FI~,T LOSe 011 INVENTORY . .-J~L¥ I UNiT MINIMUM TOTAL . ' GARM~ WlECE ~ HO. OF C~NG~ P~M~ ~g ~ SU~8 MEN. PE, MAN ' DUE TO THE SUBSTANTIAL INVESTMENT REQUIRED MINIMUM .... ' .... ': "2. The'te~ of this Agree~nt =hall oe ~ a months lmm t~te.._: :.,;..:::: 2:;':G ;.;~ ~...:;7,:. ~, ;; :~,. Due to ~o~tinuing,~eed ~r reinve~me~t, ~is ren~ ~toma~cally for su~fleive perlod~ ~ ~y ~tha. ~ring the I~t year ~ . a~y te~ either paAy may canal ~ automat o renewal pmvi~ on.by g v ng the other p~ ~iffen n~accordance with the not pro~ision of Paragr~h ~, at [east eixmOnt~a prior to ~e explraflo~ ~ t~a te~, In that event,' at the expJratio~ of ~he te~; the ~reement: sh~l contin~ in for~ on a mon~.~.month ~as~ untd terminate. . ,. , ~. T~e .prl=es being ch~rgeO for said ~wi~a may De revi~d apen notice to ~e ~=tome~, Payment of the incre~e charge by ~u~tcmef sh~l be considered' by the ~adle~ ~ a mo~ifl~flon o,f ~s ~memem. Jn the event that the Customer sha{I refuse to agr~ ~e revision, the Co~ny shall.have the ~t~on to increase it~ pnoea so that the aggregate Increase to t~e Cus;~mer shall n~.excee: 7% annually from ~he time thai the prevlo~y existing prices (=eto~e the Incre~e) we~ first institutecl: 4, T~e Cus~o~ Warrantl that ~ ts*n~ under ~ntra~ with any o:h~ pa~y f~'the ~urni=hing Of th~ jtema which are the scbJe~ matter hereoL The Cu~omer also warmnW.that he has read the entire eontra~, front aha ba¢~, and has .received a ~py Of this agreement. ~e m~nato~ for the Cu~omer wa~rent= '~at he i= a~horized on behalf of the Customer to exec~e this DOMESTIC U.ENSUP W'CO., NC.