HomeMy WebLinkAboutBernath, LLC/Street/$48,875/4-Ton Transporter Quickship Hotbox DocuSign Envelope ID:3717C19A-663A-4ADO-AF36-36AF52C04B9D
Bemiath,LLC
Street Department-2023 APPROVED
Appropriation#2201 2201 44-670.00 Motor Vehicle Highway Fund: P.O.#108597 By Sergey Grechukhin al T:IB pm,Mar Tf,T013
Contract Not To Exceed$48,875.00 «l
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
Bernath, LLC an entity duly authorized to do business in the State of Indiana ("Vendor").
TERMS AND CONDITIONS
1. 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.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City budget
appropriation number 2201 2201 44.670.00 Motor Vehicle Highway 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.
3. 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 Forty Eight Thousand Eight Hundred Seventy Five Dollars ($48.875.00) (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 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 conformance
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.
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.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those
certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by City
and/or by Vendor to and accepted by City, all of which documents are incorporated herein by reference, and
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.
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.
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DocuSign Envelope ID:3717C19A-663A-4ADO-AF36-36AF52C04B9D
Bemiath,LLC
Street Department-2023
Appropriation#2201 2201 44-670.00 Motor Vehicle Highway Fund:P.O.#108597
Contract Not To Exceed$48,875.00
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.
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DocuSign Envelope ID:3717C19A-663A-4ADO-AF36-36AF52C04B9D
Bemiath,LLC
Street Department-2023
Appropriation#2201 2201 44-670.00 Motor Vehicle Highway Fund:P.O.#108597
Contract Not To Exceed$48,875.00
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.
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.
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DocuSign Envelope ID:3717C19A-663A-4ADO-AF36-36AF52C04B9D
Bemiath,LLC
Street Department-2023
Appropriation#2201 2201 44-670.00 Motor Vehicle Highway Fund:P.O.#108597
Contract Not To Exceed$48,875.00
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
Street Department Office of Corporation Counsel
3400 W 131st Street One Civic Square
Carmel, Indiana 46074 Carmel, Indiana 46032
If to Vendor: Bernath, LLC
1010 E Sumner Avenue
Indianapolis, Indiana 46227
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.
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
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DocuSign Envelope ID:3717C19A-663A-4ADO-AF36-36AF52C04B9D
Bemiath,LLC
Street Department-2023
Appropriation#2201 2201 44-670.00 Motor Vehicle Highway Fund:P.O.#108597
Contract Not To Exceed$48,875.00
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, 2023 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.
27. IRAN CERTIFICATION
Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in
investment activities within the Country of Iran.
28. 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.
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DocuSign Envelope ID:3717C19A-663A-4ADO-AF36-36AF52C04B9D
BenTiath, LLC
Street Department-2023
Appropriation#2201 2201 44-670,00 Motor Vehicle Highway Fund; P.Q.4108597
Contact Not To Exceed S48,875.00
29. 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 or in 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 Bernath, LLC
by and through its Board of Public
Works and Safety
By: By: ,c, '
Not Present
James Brainard, Presiding Officer Authorized ignature
Date: •
�DocuSigned by: Y 1 t/t t) IP I{r Ct V Al
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Mary Ann Burke, Member
Date: 4/6/2023
Title
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�DocuSigned by: 1
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Lori.watson, Member FID/TIN:
Date: 4/6/2023
ATTEST: Date: ! 7/6-U ),75
c•DocnSigned by:
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Su°eVolfgang, Clerk
Date: 4/6/2023
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DocuSign Envelope ID:3717C19A-663A-4ADO-AF36-36AF52C04B9D
Page: 1
Sqaltiaster® Exhibit A
Remit To:
NNENEMMINVIAler SEALMASTER
1010 EAST SUMNER AVENUE
Pavement Products & Equipment INDIANAPOLIS, IN 46227
1010 EAST SUMNER AVENUE
INDIANAPOLIS, IN 46227
Phone:317-780-1310
EQUIPMENT SALE QUOTE
Customer: 153
CITY OF CARMEL (IN)
Invoice #. . . 506965-0000
ONE CIVIC SQUARE System date. 3/03/23
CARMEL, IN 46032 Invoice date 3/03/23 1:17 PM
Job Loc 3400 W 131ST, CARMEL
Job Site: Job No 1 - SHOP
SHOP P.O. # TBD
3400 W 131ST Ordered By. . PIERCY, BOYD
CARMEL, IN 46074 Terms Net 30 Days
Sales Rep: KEVIN SUTTER
Job Tel#: 317-733-2001 Written by. . KEVIN SUTTER
Qty Item number Unit Price Amount
1 . 00 4-TON TRANSPORTER QUICKSHIP HOTB EA 43400 . 000 43400 . 00
4T-TRANS QS
4Ton Quickship Dumpbox, Battery Charger,
Smart Controller Package,voltmeter,VIP,
Fuel Gauge, 7Day timer, Temp Gauge, Hr mete
r, LED Lighting upgrade with work lights,
and strobe lights .
1 . 00 SOLVENT TANK EA 500 . 000 500 . 00
FAL00129
**8 Gallon Solvent Tank**
1 . 00 TOOL HOLDER - 5 POSITIONS (INSTA EA 200 . 000 200 . 00
TH5P
1 . 00 1000LB DAVIT CRANE W/ WINCH EA 3275 . 000 3275 . 00
SP77904
1 . 00 PLATE COMPACTOR BASKET - 24X24 - EA 250 . 000 250 . 00
80SP32070
1 . 00 LED ARROW STICK (INSTALLED ONLY) EA 1450 . 000 1450 . 00
LED ARROW STICK
1 . 00 MISCELLANEOUS EA . 00
MISC
** Equiptment trade in 1988
Western/Norkot Hot Box $-500 . 00**
DELIVERY CHARGE 300 . 00
Sub-total : 49375 . 00
Total : 49375 . 00
***PRICING IS CONFIDENTIAL***
WWW.SEALMASTER.NET WWW.JBEQUIP.NET
1. The total charges are an estimate based on the estimated rental period and other information provided by Customer.
2. Customer assumes all risks associated with the equipment during the rental period,including injury and damage to persons,property and the equipment.
3. Customer is responsible for and shall only permit properly trained and authorized individuals to use the equipment.
4. If the equipment does not operate properly,is not suitable for customers intended use,does not have operating and safety instructions or customer has any questions regarding use of
the equipment,customer shall not use the equipment and shall contact SealMaster immediately.
5. Equipment misuse or using damaged or malfunctioning equipment may result in serious bodily injury or death and customer agrees that customer or its agents assume all risk associated
thereunder,and indemnifies SealMaster/Bernath LLC/Bernath Transportation/JDB Manufacturing and all entities for all claims or damages as a result of misuse or use of damaged or
malfunctioning equipment.
6. Customer must contact SealMaster to request pickup of equipment,customer is responsible for equipment until actually retrieved by SealMaster.
7. A signature indicates customer agrees with all contractual obligations on the back side of this contract.
CUSTOMER SIGNATURE DATE NAME PRINTED DATE DELIVERED BY DATE
SLSLSD
DocuSign Envelope ID:3717C19A-663A-4ADO-AF36-36AF52C04B9D
1. DEFINITIONS. "Authorized Individuals"are those individuals that Customer directly or indirectly allows to use the Equipment,who are properly trained to use the Equipment and are not under the influence of any drugs,
alcohol,substances or otherwise impaired."Customer"is identified earlier and includes any of its representatives,agents,officers,employees or anyone signing this Contract on its behalf."Environmental Fee"is the charge
described in Section 16."Equipment"is the equipment and/or services identified earlier,together with all replacements,repairs,additions,attachments and accessories and all future Equipment rented."Incident"is any fine,
citation,theft,accident,casualty,loss,vandalism,injury,death or damage to person or property,claimed by any person or entity that appears to have occurred in connection with the Equipment.Equipment is considered"Last"
when it is either stolen,its location is unknown or Customer is unable to recover it for a period of 30 days."MSLP"is the Equipment manufacturer's suggested list price on or about the date of the Incident relating to the
Equipment."One Shift,"means not more than 8 hours per day and 40 hours per week."Ordinary Wear and Tear"means normal deterioration considered reasonable in the equipment rental industry for One Shift use."Rental
Period"commences when the Equipment is delivered to Customer or the Site Address and continues until the Equipment is returned to the Store or picked up by Sealmaster during normal business hours,provided Customer has
otherwise complied with this Contract."RPP"is the rental protection program described in Section 10."Site Address"is the location that Customer represents the Equipment will be located for the duration of rental identified
earlier."Store"is the Sealmaster location identified earlier."Sealmaster"is Bernath LLC dba Sealmaster Indianapolis,Bemath Transportation LLC,and JDB Manufacturing dba SealMaster Louisville."Sealmaster Entities"is
Sealmaster and its affiliated companies,their respective officers,directors,employees and agents.
2. TERMS. Customer"s execution of this Contract or taking possession of the Equipment shall be deemed acceptance of the terms herein.All of the terms herein are incorporated into this and all past and future contracts between
Sealmaster and Customer upon Customer's receipt of Sealmaster"s Equipment under those contracts.Any reference in Customer's purchase order or other Customer document to other terms that shall control this transaction shall
be void.Customer rents the Equipment from Sealmaster pursuant to this Contract.This Contract is a true lease.The Equipment(a)is and shall remain the personal property of Sealmaster and(b)shall not be affixed to any other
property.
3. PERMITTED USE. Customer agrees that Sealmaster has no control over the manner in which the Equipment is operated for the duration of rental by Customer or any third party that Customer implicitly or explicitly permits.
Customer warrants that:(a)prior to each use,Customer shall inspect the Equipment to confirm that it is in good condition,without defects,includes readable decals and operating and safety equipment or instructions and is
suitable for Customer"s intended use;(b)any apparent agent at the Site Address is authorized to accept delivery of the Equipment(and if Customer requests,Customer authorizes Sealmaster to leave the Equipment at the Site
Address without requirement of written receipt);(c)Customer shall immediately notify Sealmaster if the Equipment is missing,damaged,unsafe,disabled,malfunctioning,levied upon,threatened with seizure,or if any Incident
occurs;(d)Customer has received from Sealmaster all information needed or requested regarding the operation of the Equipment;(e)Sealmaster is not responsible for providing operator or other training unless Customer
specifically requests in writing and Sealmaster agrees to provide such training(Customer being responsible to obtain all training that Customer desires prior to the Equipment"s use);(f)only Authorized Individuals shall use and
operate the Equipment;(g)the Equipment"s use shall be in a careful manner,in compliance with all operating and safety instructions provided on,in or with the Equipment and all applicable federal,state and local laws,permits and
licenses,including but not limited to,OSHA,as revised;and(h)the Equipment shall be kept in a secure location.
4. PROHIBITED USE.Customer shall not(a)alter or cover up any decals or insignia on the Equipment or remove any operating or safety equipment or instructions;(b)assign its rights under this Contract;(c)move the Equipment
from the Site Address without Sealmaster"s written consent;(d)use the Equipment in a negligent,illegal,unauthorized or abusive manner,or in any publication(print,audiovisual or electronic);or(e)allow the use of the Equipment
by any unauthorized individual(Customer acknowledging that the Equipment may be dangerous if used improperly or by untrained parties).
5. MAINTENANCE.Customer shall perform routine maintenance on the Equipment,including routine inspections and maintenance of fuel and oil levels,grease,cooling system,water,batteries,cutting edges,and cleaning in
accordance with the manufacturer"s specifications.All other maintenance or repairs may only be performed by Sealmaster or its agents,but Sealmaster has no responsibility for the duration of rental to inspect or perform any
maintenance or repairs unless Customer requests a service call.If Sealmaster determines that repairs to the Equipment are needed,other than Ordinary Wear and Tear,Customer shall pay the full repair charges and rental of the
Equipment until the repairs are completed.Sealmaster has the right to inspect the Equipment wherever located.Customer has the authority to and hereby grants Sealmaster and its agents the right to enter the physical location of
the Equipment for the purposes set forth herein.Sealmaster shall be responsible for repairs needed because of Ordinary Wear and Tear.Customer agrees that repair or replacement of the Equipment is Customer"s exclusive remedy
for Sealmaster"s breach of this Section.Notwithstanding Sealmaster"s service commitment,Sealmaster shall have no obligation if Customer breaches this Contract to stop the Rental Period,commence repairs or rent other
equipment to Customer until Customer or its agent agrees to pay for such charges.
6. CUSTOMER LIABILITY.FOR THE DURATION OF RENTAL,CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE POSSESSION,CONTROL,OR USE OF THE EQUIPMENT,INCLUDING BUT NOT LIMITED TO,INJURY,
DEATH,RENTAL CHARGES,THEFT,LOSSES,DAMAGES AND DESTRUCTION,INCLUDING CUSTOMER TRANSPORTATION,LOADING AND UNLOADING,WHETHER OR NOT THE CUSTOMER IS AT FAULT.After an Incident,
Customer shall(a)immediately notify Sealmaster,the police,if necessary and Customer"s insurance coolers;(b)secure and maintain the Equipment and the surrounding premises in the condition existing at the time of such
Incident,until Sealmaster or its agents investigate;(c)immediately submit copies of all police or other third party reports to Sealmaster;and(d)as applicable,pay Sealmaster,in addition to other sums due herein,the rental rate for
Equipment until the repairs are completed or Equipment replaced plus either CO the MSLP or(ii)the full charges of repairs of damaged Equipment.Accrued rental charges shall not be applied against these amounts.Sealmaster shall
have the immediate right,but not obligation,to reclaim any Equipment involved in any Incident.
7. RELEASE AND INDEMNIFICATION.To the fullest extent permitted by law,customer indemnifies,releases,holds Sealmaster entities harmless and at Sealmaster's request,defends Sealmaster entities(with counsel approved by
Sealmaster),from and against all liabilities,claims,losses,damages,and expenses(Including attorney"s and/or legal fees and expenses)however arising or incurred,related to any incident,damage to property,injury or death of,
any person,contamination or alleged contamination,or violation of law or regulation caused by or connected with the(a)use,possession or control of the equipment for the duration of rental or(b)breach of this contract,whether
or not caused in part by the active or passive negligence or other fault of any party indemnified herein and any of the foregoing arising or imposed in accordance with the doctrine of strict or absolute liability.Customer also agrees
to waive its workers"compensation immunity,to the extent applicable.Customer"s indemnity obligations shall survive the expiration or termination of this contract.All of customer"s indemnification obligations under this paragraph
shall be joint and several.
8. INSURANCE.For the duration of rental,Customer shall maintain,at its own expense,the following minimum insurance coverage:(a)general liability insurance of not less than$1,000,000 per occurrence,including coverage for
Customer"s contractual liabilities herein such as the release and indemnification clause contained in Section 8;(h)property insurance against loss by all risks to the Equipment,in an amount at least equal to the MSLP thereof,
unless RPP is elected and paid for at the time of rental;(c)worker"s compensation insurance as required by law;and(d)automobile liability insurance(including comprehensive and collision coverage,and uninsured/underinsured
motorist coverage),in the same amounts set forth in subsections(a)and(b),if the Equipment is to be used on any roadway.Such policies shall be primary,non-contributory,on an occurrence basis,contain a waiver of
subrogation,name Sealmaster and its agents as an additional insured(including an additional insured endorsement)and loss payee,and provide for Sealmaster to receive at least 30 days prior written notice of any cancellation or
material change.Any insurance that excludes boom damage or overturns is a breach.Customer shall provide Sealmaster with certificates of insurance evidencing the coverages required above prior to any rental and any time upon
Sealmaster"s request.To the extent Sealmaster Entities carry any insurance,Sealmaster Entities"insurance will be considered excess insurance.The insurance required herein does not relieve Customer of its responsibilities,
indemnification,or other obligations provided herein,or for which Customer may be liable by law or otherwise.
9. RENTAL PROTECTION P.Customer"s repair or replacement responsibility in Sections 5 and 6 is modified by the RPP and Sealmaster shall limit the amount Sealmaster collects from Customer for the Equipment loss,damage or
destruction to the following amounts for each piece of Equipment(a)10%of the MSLP for Lost Equipment,up to a maximum of$500 per piece of Equipment;(b)10%of the repair charges for incidental or accidental damage to
Equipment,up to a maximum of$500 per piece of Equipment;(c)charges in excess of$50 per tire for tire repairs;and(d)nothing for the rental charges which would otherwise accrue during the period when damaged or
destroyed Equipment is being repaired or replaced by Sealmaster or Lost Equipment is being replaced;provided however,the foregoing RPP liability reduction only applies if the Conditions are satisfied and an Exclusion does not
apply.The RPP is NOT INSURANCE and does NOT protect Customer from liability to Sealmaster or others arising out of possession,control or use of the Equipment,including injury or damage to persons or property.THE RPP IS A
CONTRACTUAL MODIFICATION OF CUSTOMER"S LIABILITY.All of the following"Conditions"must be satisfied for the RPP and the corresponding liability reduction to apply:(i)Customer accepts the RPP in advance of the rental;
(ii)Customer pays 15%of the gross rental charges as the fee for the RPP(plus applicable taxes);(iii)Customer fully complies with the terms of this Contract;(iv)Customer"s account is current at the time of the loss,theft,
damage or destruction of the Equipment;and(v)none of the Exclusions apply.Customer assumes the Exclusion risks,meaning that if any Exclusion occurs,the RPP does NOT reduce the liability of Customer to Sealmaster for the
loss,theft,damage or destruction resulting from such Exclusion."Exclusions"shall mean loss,theft,damage or destruction of the Equipment(A)due to intentional misuse;(B)caused by Lost Equipment not reported by Customer
to the police within 48 hours of discovery,and substantiated by a written police report(promptly delivered to Sealmaster);(C)due to floods,wind,storms,earthquakes or other Acts of God;and(D)accessories or Equipment for
which Customer is not charged the RPP fee.THE EXCLUSIONS REMAIN THE LIABILITY OF CUSTOMER AND ARE NOT MODIFIED BY THE RPP.RPP IS REFLECTED ON THE CONTRACT AS PART OF CUSTOMERS PROJECTED
CHARGES UNLESS CUSTOMER HAS ELECTED TO DECLINE RPP IN WRITING OR MADE OTHER CONTRACTUAL ARRANGEMENTS.Notwithstanding anything to the contrary in this Contract,if Lost Equipment is later recovered,
Sealmaster retains ownership of the Equipment regardless of any payments made by Customer or Customer"s insurance company with respect to such Equipment,all of which payments are non-refundable.Customer agrees to
promptly retum any Equipment that is recovered.Sealmaster shall be subrogated to Customer"s rights to recover against any person or entity relating to any loss,theft,damage,or destruction to the Equipment.Customer shall
cooperate with,assign Sealmaster all claims and proceeds arising from such loss,theft,damage or destruction,execute and deliver to Sealmaster whatever documents are required and take all other necessary steps to secure in
Sealmaster such rights,at Customer"s expense.
10. RENTAL RATES.The total charges specified in this Contract are:(a)projected based upon Customer"s representation of the projected Rental Period identified herein(rental rates beyond the projected Rental Period may change)
and other information conveyed by Customer to Sealmaster;and(b)for the Equipment"s use for One Shift,unless otherwise noted.Weekly and 4 week rental rates shall not be prorated.Rental charges accrue during Saturdays,
Sundays and holidays.The rental rates do not include and Customer is responsible for,(i)all consumables,fees,licenses,present and future taxes and any other governmental charges based on Customer"s possession and/or use
of the Equipment,including additional fees for more than One Shift use;(ii)delivery and pickup charges to and from the Store,including but not limited to any freight,transportation,delivery,pickup and surcharge fees listed in this
Contract;(iii)maintenance,repairs and replacements to the Equipment as provided herein;(iv)a cleaning fee if required;(v)miscellaneous charges,such as fees for missing keys and RPP;(vi)fuel used for the duration of rental and
for refueling Equipment as described below;(vii)fines for use of dyed diesel fuel in on-road Equipment;and(viii)Transportation Surcharge.
11. PAYMENT.Customer shall pay amounts due,without any offsets,in full at the time of rental,unless Sealmaster approves Customer"s executed credit application(credit customers must pay upon receipt of Sealmaster"s
invoice).Customer must notify Sealmaster in writing of any disputed amounts,including credit card charges,within 15 days after the receipt of the invoice/contract or Customer shall be deemed to have irrevocably waived its right
to dispute such amounts.At Sealmaster"s discretion,any credit account with a delinquent balance may be placed on a cash basis,deposits may be required and the Equipment may be picked up without notice.Due to the difficulty
in fixing actual damages caused by late payment,Customer agrees that a service charge equal to the lesser of 1.5%per month or the maximum rate permitted by law shall be assessed on all delinquent accounts,until paid in full.
Customer shall pay a fee of$200 for each check returned for lack of sufficient funds to compensate Sealmaster for its overhead for processing missed payment.Deposits will only be returned after all amounts are paid in full.
Customer agrees that if a credit card is presented to pay for charges or to guarantee payment,Customer authorizes Sealmaster to charge the credit card all amounts shown on this Contract and charges subsequently incurred by
Customer,including but not limited to,loss of or damage to the Equipment and extension of the Rental Period.
12. RETURN OF EQUIPMENT.Sealmaster may terminate this Contract at any time,for any reason.At the end of the Rental Period,the Equipment shall be returned to Sealmaster in the same condition it was received,less
Ordinary Wear and Tear and free of any hazardous materials and contaminants.Customer will continue to be responsible for rental and other charges after the Rental Period if the Equipment is not returned in the condition required
herein.If Sealmaster delivered the Equipment to Customer,Customer shall notify Sealmaster that the Equipment is ready to be picked up at the Site Address and schedule a Pick-Up,which Pick-Up Customer should keep proof of
the call;provided Customer remains liable for any loss,theft,damage to or destruction of the Equipment until Sealmaster confirms that the Equipment is returned in the condition required herein.Customer will not be charged the
rental charges after the date the Pick-Up Number is given,provided Customer has otherwise complied with this Contract.No pickups occur on Sundays or statutory holidays and Saturday pickups are dependent on specific Store
hours.If Customer picked up Equipment,Customer shall return Equipment to the same Store during that Store"s normal business hours.If the Equipment is not returned by the projected end of the Rental Period specified earlier,
Customer agrees to pay the applicable rental rate for the Equipment until the end of the Rental Period.
13. PURCHASES.If this Contract identifies any Used Equipment,materials or other items that is to be purchased by Customer,Sealmaster sells used equipment and delivers such items to Customer on an"AS IS,WHERE IS"
basis,with all faults and without any warranties(other than manufacturer warranties,if any)in consideration for Customer"s payment to Sealmaster of the full purchase price of the item,Sealmaster retains title to the item until
Customer has paid in full.
14. DEFAULT.Customer shall be in default if Sealmaster deems itself insecure or if Customer:(a)fails to pay sums when due;(h)breaches any Section of this Contract;(c)becomes a debtor in a bankruptcy proceeding,goes into
receivership,takes protection from its creditors under any insolvency legislation,ceases to carry on business,or has its assets seized by any creditor;(d)fails to insure the Equipment as required,or otherwise places the Equipment
at risk;(e)fails to return Equipment immediately upon Sealmaster"s demand;or(f)is in default under any other contract with Sealmaster.If a Customer default occurs,Sealmaster shall have,in addition to all rights and remedies at
law or in equity,the right to repossess the Equipment without judicial process or prior notice.Customer shall pay all of Sealmaster"s costs,including reasonable costs of collection,court costs,attorneys and legal fees,incurred in
exercising any of its rights or remedies herein.The use of false identification to obtain Equipment or the failure to return Equipment by the end of the Rental Period may be considered theft,subject to criminal prosecution and civil
liability where permitted,pursuant to applicable laws.Sealmaster shall not be liable due to seizure of Equipment by order of governmental authority.CUSTOMER WAIVES ANY RIGHT OF ACTION AGAINST SEALMASTER ENTITIES
FOR SUCH REPOSSESSION.
15. LIMITATION OF SEALMASTER"S LIABILITY.In consideration of the rental of equipment,customer agrees that Sealmaster"s liability under this contract,including any liability arising from Sealmaster,Sealmaster entities,or any
third party"s comparative,concurrent,contributory,passive or active negligence or that arises as a result of any strict or absolute liability,shall not exceed the total rental charges paid by customer under this contract.
16. JURY TRIAL WAIVER.In any dispute arising out of,in connection with,or in any way pertaining to this contract,customer and Sealmaster hereby knowingly,voluntarily and intentionally waive any right to a trial by jury,this
waiver being a material inducement to entering into this contract.
17. ARBITRATION AGREEMENT&CLASS ACTION WAIVER.At the election of customer or Sealmaster,any dispute arising out of,in connection with or in any way pertaining to this contract shall be settled by arbitration brought
in the party"s individual capacity and not as a plaintiff in a purported class or representative capacity,administered by the American arbitration association under its commercial arbitration rules or by jams pursuant to its
streamlined arbitration rules and procedures and judgement on the award rendered by the arbitrator(s)may be entered in any court having jurisdiction thereof.There shall be no right or authority for any claims to be arbitrated or
tried on a class action basis.
18. COMPLIANCE WITH EXPORT AND IMPORT LAWS.Removal of the Equipment from the United States("U.S.")is prohibited under this Contract.If Customer desires or causes the transport and/or operation of the Equipment
outside of the U.S.,Customer must(a)obtain Sealmaster"s consent prior to taking such action,and(h)execute an amendment to this Contract,which amendment is incorporated herein.If Customer exports or re-exports without
complying with the above sentence,Customer agrees that(i)the Equipment is subject to and must comply with all applicable export laws,including but not limited to the Export Administration Regulations;and(ii)Customer is
responsible for:(A)determining whether and obtaining if necessary,export or re-export licenses or other authorizations as required prior to exporting or re-exporting the Equipment,(B)obtaining any required documentation
necessary for return of the Equipment,and(C)ensuring no unauthorized transfers or diversions of the Equipment occur.Refer to www.bis.doc.gov for information.
19. GOVERNING LAW. The parties expressly and irrevocably agree:(a)this Contract,including any related tort claims,shall be governed by the laws of Indiana and Kentucky,without regard to any conflicts of law principles and
(b)if any Section of this Contract is prohibited by any law,such Section shall be ineffective to the extent of such prohibition without invalidating the remaining Sections.
20. PERMITTED AREA OF USE OF EQUIPMENT.Renter shall not remove the Equipment from the State in which it is rented without Sealmaster"s written consent.
21. MISCELLANEOUS.This Contract,together with any Customer executed credit application,constitutes the entire agreement of the parties regarding the Equipment and may not be modified except by written amendment
signed by the parties.Customer"s obligations hereunder shall survive the termination of this Contract.This Contract and all of Customer's rights in and to the Equipment are subordinate to all rights,title and interest of all persons
(including Sealmaster"s lenders)who have rights in the Equipment.Headings are for convenience only.To the extent that any terms in this Contract conflict,the parties agree that the more specific terms control.A copy of this
Contract shall be valid as the original.Any failure by Sealmaster to insist upon strict performance of any Section of this Contract shall not be construed as a waiver of the right to demand strict performance in the future.Customer
and the person signing this Contract represent that:(a)they both have full authority to execute,deliver and perform this Contract and(b)this Contract constitutes a legal,valid and binding obligation of Customer,enforceable in
accordance with its terms.When Customer is a buyer of Equipment,they are hereby notified that Sealmaster has assigned its rights(but not its obligations)in the agreement to sell the asset(s)described herein to Bernath LLC dba
Sealmaster Indianapolis,Bernath Transportation LLC,and/or JDB Manufacturing dba SealMaster Louisville,a qualified intermediary,as part of Section 1031 exchange,and Customer shall make the payee"Bernath LLC dba
Sealmaster Indianapolis"in the state of Indiana or"JDB Manufacturing dba SealMaster Louisville"in the state of Kentucky.
DocuSign Envelope ID:3717C19A-663A-4ADO-AF36-36AF52C04B9D
EXHIBIT B
Invoice
Date:
Name of Company:
Address &Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing Date Goods/Services Provided Cost Per Hourly Total
Goods/Services Goods/ (Describe each good/service Item Rate/
Service separately and in detail) Hours
Provided Worked
GRAND TOTAL
Signature
Printed Name
DocuSign Envelope ID:3717C19A-663A-4ADO-AF36-36AF52C04B9D
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:3717C19A-663A-4ADO-AF36-36AF52C04B9D
EXHIBIT D
AFFIDAVIT
Ct t/1 I ea '4vn kI ,being first duly sworn, deposes and says that
he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this
matter, could testify as follows:
1. I am over eighteen (18) years of age and am competent to testify to the facts contained
herein.
2. I am now and at all times relevant herein have been employed by
6.Uryk,1,04 LL B+4 $ (0,c1i—1 (the "Employer")
in the position of S t i ec q Pr -
3. 1 am familiar with the employment policies, practices, and procedures of the Employer and
have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E-Verify program and has
provided documentation of such enrollment and participation to the City of Carmel,
Indiana.
5. The Company does not knowingly employ any unauthorized aliens.
FURTHER AFFIANT SAYETH NOT.
EXECUTED on the ) ' day of \Ma f O , 2011.
Printed: b {�q f y t
I certify under the penalties for perjury under the laws of the United States of America and the State of
Indiana that the foregoing factual statements and representations are true and correct.
Printed: '1 d I ct t 4 ,nn s ,t -- -
DocuSign Envelope ID:3717C19A-663A-4ADO-AF36-36AF52C04B9D Page 1 of 1
INDIANA RETAIL TAX EXEMPT g
City of CIarrinie1 CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER
FEDERAL EXCISE TAX EXEMPT 108597
ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,A/P
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
3/14/2023 376400
SEALMASTER INDIANAPOLIS Street Department
VENDOR 1010 EAST SUMNER AVE SHIP 3400 W. 131st Street
TO Carmel, IN 46074-
INDIANAPOLIS,IN 46227 - Matt Higginbotham (317)733-2001
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
74981
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Department: 2201 Fund: 2201 Motor Vehicle Highway FND
Account: 44-670.00
1 Each Falcon Asphalt Repair Hotbox $48,875.00 $48,875.00
Sub Total $48,875.00
-�`{ OF CAR
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KI' II • •1 • can •'
III
Send Invoice To:
Street Department
3400 W. 131st Street Carmel, IN 46074- D I AN Pb‘r
(317) 733-2001 PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
PAYMENT $48,875.00
SHIPPING INSTRUCTIONS *A/P 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 LABEL
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 e ,/ c i+--t1 C,�„,--6
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY
Lee Higginbotham
TITLE Commissioner
CONTROL NO. 1 08597 CONTROLLER