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HomeMy WebLinkAboutPublic Affairs Recources/CCPublic Affairs Resources Common Council - 2004 Annexation Mailings 262/263/264 Appropriation 1401 #43-42100; P.O. #08115 Contract Not To Exceed $35,599.00 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 Public Affairs Resources, Inc., a corporation authorized to conduct business in Indiana ("Vendor"). TERMS AND CONDITIONS ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its ' S execution of same constitutes its acceptance of all oftheAgreement stetro and conditions. PERFORMANCE: City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City budget appropriation number 1401 43-42100 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 Thirty-Five Thousand Five Hundred Ninety-Nine Dollars ($35,599.00) (the "Estimate"). Vendor shall submit an invoice to City detailing the Goods and Services provided to City. City shall pay Vendor for such Goods and Services within thirty-five (35) 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 an invoice amount is not paid within thirty-five (35) 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. Public Affairs Resources Common Council - 2004 Annexation Mailings 262/263/264 Appropriation 1401 #43-42100; P.O. #08115 Contract Not To Exceed $35,599.00 WARRANTY: Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to the specifications and/or descriptions thereof furnished to Vendor by City and that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from defect. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. LIENS: · ' ' rt In the event any Vendor shall not cause or permit the filing of any hen on any of C~ty s prope y. 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; or (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, 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. INSURANCE AND DEFENSE: 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 and contractors; 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 agrees to defend and hold harmless City and its officers, officials, agents and employees from any and all claims and suits, costs and expenses (including, but not limited to, reasonable attorney fees), arising from or caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees or contractors in the performance of this Agreement. These obligations shall survive the termination of this Agreement. Public Affairs Resources Common Council - 2004 Annexation Mailings 262/263/264 Appropriation 1401 #43-42100; P.O. #08115 Contract Not To Exceed $35,599.00 10. 11. 12. 13. 14. GOVERNMENT COMPLIANCE AND DEFENSE: 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 defend and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes, which 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 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. 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. 3 Public Affairs Resources Common Council - 2004 Annexation Mailings 262/263/264 Appropriation 1401 #43-42100; P.O. #08115 Contract Not To Exceed $35,599.00 15. 16. 17. SEVERABILITY: Agreement is invalid or unenforceable under any statute, regulation, ordinance, If any term of this 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: An,/notice provided for in this Agreement will be sufficient if it is in writing and is delivered by po;tage 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 Carmel, Indiana 46032 ATTN: Steve Engelking Douglas C. Haney, City Attorney Department of Law One Civic Square Carmel, Indiana 46032 If to Vendor: Public Affairs Resources, Inc. P. O. Box 20897 Indianapolis, Indiana 46220 ATTN: Alan Sutherland Notwithstanding the above, notice of termination under paragraph 17 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. TERMINATION: 17.1 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 encun~bered 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. Public Affairs Resources Common Council - 2004 Annexation Mailings 262/263/264 Appropriation 1401 #43-42100; P.O. #08115 Contract Not To Exceed $35,599.00 17.2 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, 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. 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. 19. 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. 20. 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, 2004, 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. 21. 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. 22. 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. 23. NO THIRD pARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 5 Public Affairs Resources Common Council - 2004 Annexation Mailings 262/263/264 Appropriation 1401 #43-42100; P.O. #08115 Contract Not To Exceed $35,599.00 24. ADVICE OF COUNSEL: . The parties warrant that they have reaa this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this A. greement, and enter into same freely, voluntarily, and without any duress, undue influence or coercmn. 25. 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 'or oral or written representations and agreements regarding same. ~oPt~Si~hdse:and~lnl PanT othertermorconditionsetforthherein, but subject to paragraph 16her.eof, to g the extent any term or condition contained in any exhibit attached to this Agreement or m any document referenced herein 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. 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~es Brain~_d, Presiding Officer Mary An~ Burke, Merr~ Lori ~. Watsg~, ~tl~e'm}er ATTeSt: Diana CordraT~, IAMb',/, Cl.e~vk-Treasurer Date: _ pUBLIC AFFAIRS RESOURCES, INC. printed Name Title FED/TIN: ~-~ SSN if Sole Proprietor: Date: Sandra M. Jonson, Depu~ Clerk for E~XHI_B IT A Public Affairs Resources, Inc. ("Vendor") shall accomplish the printing and mailing by U.S. Certified Mail of approximately 8,400 packets of documents, in the size, form and order provided to Vendor by City, pertaining to the annexation of three (3) areas of property into the City of Carmel ("City"). Vendor shall provide City with an alphabetized list of all property owners to whom such packets are mailed, and the Certified Mail number corresponding to each such packet, no later than five (5) days atSer the mailing date of same. As to Annexations C-262 (Washington Township) and C-264 (Homeplace), such mailings shall be fully completed no later than July 19, 2004. As to Annexation C- 263 (SW Clay Township), such mailing shall be fully completed no later than August 2, 2004.