HomeMy WebLinkAboutEnvirotech Pest Control/CFDFire Dept. 2002
Pest Control - All Stations ' ---.--,--,.~,APPe~en~
Appropriation #1120-509-00; P.O. 9764
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 Envirotech Pest
Control ("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") described in attached Exhibit A from
City budget appropriation number 1120-509-00 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 professional and technical
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 Two Thousand Two Hundred Eighty Dollars ($2,280.00) (the "Estimate"). 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 sixty (60) 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 sixty (60) days of its receipt 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 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 of the Estimate.
WARRANTY:
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 wlftch a party hereto executes same ("Effective Date"),
and both parties shall thereafter perform their obligations hereunder in a timely mariner. 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 furnish to City sufficient ~vritten
wammg 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.
Envirotech Pest Control
Fire Dept. 2002
Pest Control - All Stations
Appropriation #1120-509-00; P.O. 9764
LIENS:
Vendor shall not cause or perrmt 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, clam, 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 inderrmification
obligation shall survive the termination of this Agreement.
DEFAULT:
In the event Vendor: (a) repucYlates, 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 for 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; (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.
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 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.
10.
GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all present and future 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 liabihty 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 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 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. City reserves the right to collect a penalty as
provided in IC 5-16-6-1 for any person so discriminated against.
Envirotech Pest Control
Fire Dept. 2002
Pest Control - All Stations
Appropriation #1120-509-00; P.O. 9764
12.
13.
14.
15.
16.
17.
18.
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 Vendor and all of its officers,
employees, contractors, subcontractors and agents are not, and shall not become, employees of City, and the sole
responsibility to pay same all statutory, contractual and other benefits shall remain exclusively with Vendor. 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.
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.
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.
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 If to Vendor:
One Civic Square
Carmel, Indiana 46032
ATTN: Doug Callahan
(with a copy to City Arroruey,
One Civic Square, Carmel, IN 46032)
Envirotech Pest Control
P.O. Box 582
Anderson, IN 46015
ATTN: Steve Hess
Notwithstanding the above, notice of terrmnation 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.
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 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
terrrdnation, 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.
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
Envitotech Pest Control
Fire Dept. 2002
Pest Control All Stations
Appropriation #1120-509-00; P.O. 9764
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.
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 wlfich they represent.
20.
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 Mayor or his duly authorized
representative shall notify Vendor of such additional goods and 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 addihonal 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.
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, 2002, 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.
22.
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.
23.
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.
24.
NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
25.
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:
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.
Envirotech Pest Control
Fire Dept. 2002
Pest Control - All Stations
Appropriation #1120-509-00; P.O. 9764
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
Ja~ates Brainard Presiding Officer
pate: ~'~
Mary An~B~rke, Member
Date:
Billy W,dk~,, Mcu;u¢~
Date':
ATTEST:
Diana Cordray~I~l'erk-Trea~rer ' ' Y d
Date: ~' ~-~
ENVIROTECH PEST CONTROL
Printed Name
Title
SSN if Sole Proprietor:
: : _=J = v~ROTECH PEST CONTROL FAX NO, : 1 965 979 1298
Feb. 28 2002 01:23PH P2
February 28,2002
City of Carmel Fire Department
Attn: Fred ~laser
2 Civic Square
Carmel, IN 46032
To Fred Glaser,
General pest control to both new Carmel City Fire
Departments will be $35 a piece, monthly. Current treatment
of existing stations will remain unchanged.
Station 41=$39/monthly
Station 43=$25/monthiy
Station 44~$25/monthly
Station 45~$31/monthly
New station 42-$35/monthly
Additional new station=$35/monthly
Total cost of monthly se=vice treatment to all Carmel City
Fire Departments will be $190/monthly.
Envirotech Pest Control
Steve Hess
EXHIBIT B
Invoice
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Date:
Project Name:
Invoice No:
Person P-rovid'mg
Goods/Services
Date [ Goods/Services Prq~vided
Good. s/ (Describe each good/service
Service separately and in detail)
Provided
Goods Services
ICost Per.] -Hourly Total
Item Rate/
Hours
Worked
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability ·
Statutory Limits
Employer's Liability:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
$100,000 each employee
$250,000 each accident
$500,000 policy limit
Property damage, contractual liability,
products-completed Operations:
Gefieral Aggregate Limit (o~her than
P3oducts/Completed Operations):
Products/Completed Operations:
$500,000
$500,000
Personal & Advertising Injury
Policy Lira/t:
Each Occurrence Limit:
Fire Damage (any one fire): '
Medical Expense Limit (any one person):
$500,000
$250,000
$250,000
$ 50,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
$500,000 each accident
$500,000 each accident
$500,000
Umbre.lla Excess Liability
Each occurrence and aggregate: ' $500,000
Maximum deductible: $ 10,000