HomeMy WebLinkAboutRedlee SCS, Inc./Street/$35,944.80/Civic Square Garage MaintenanceRedlee/SCS Inc.
Street Department -2023
Appropriation #1206 101 43-509.00Fund; P.O.#108542
CzTfshfzHsfdivlijobu5;34qn-Nbs38-3134ContractNotToExceed $35,944.80
AGREEMENT FORPURCHASE OFGOODS ANDSERVICES
Redlee/SCS Inc.
TERMS AND CONDITIONS
1.ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same
co
2.PERFORMANCE:
appropriation number1206 101 43-509.00funds. 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:
3.1Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall
be no more thanThirty Five Thousand Nine Hundred Forty Four Dollars and Eighty Cents ($35,944.80)
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
detailing same, so long as and to the extent such Goods and Services are not disputed, are in
conformancewith 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.
3.2Vendor 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.
Goods and Services
are fit and sufficient for their particular purpose.
5.TIME AND PERFORMANCE:
This Agreement shall become effective as of the last
essence of this Agreement.
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DocuSign Envelope ID: A05EB794-4E8D-4CBB-BD32-DEE1134F9112
Redlee/SCS Inc.
Street Department - 2023
Appropriation #1206 101 43-509.00 Fund; P.O. #108542
Contract Not To Exceed $35,944.80
S:\sgrechukhin\BPW Ks and Resolutions\Redlee SCS Inc Goods and Services- corrected.docx:3/7/2023 9:41 AM]
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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
Redlee/SCS Inc. 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 1206 101 43-509.00 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 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 Thirty Five Thousand Nine Hundred Forty Four Dollars and Eighty Cents ($35,944.80)
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.
DocuSign Envelope ID: A05EB794-4E8D-4CBB-BD32-DEE1134F9112
Redlee/SCS Inc.
Street Department - 2023
Appropriation #1206 101 43-509.00 Fund; P.O. #108542
Contract Not To Exceed $35,944.80
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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 concentra tion 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 packin g) 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 limit ed 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, official s, 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.
DocuSign Envelope ID: A05EB794-4E8D-4CBB-BD32-DEE1134F9112
Redlee/SCS Inc.
Street Department - 2023
Appropriation #1206 101 43-509.00 Fund; P.O. #108542
Contract Not To Exceed $35,944.80
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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 indemni fy 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 A greement, 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.
DocuSign Envelope ID: A05EB794-4E8D-4CBB-BD32-DEE1134F9112
Redlee/SCS Inc.
Street Department - 2023
Appropriation #1206 101 43-509.00 Fund; P.O. #108542
Contract Not To Exceed $35,944.80
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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: Redlee/SCS Inc.
10425 Olympic Drive, Suite A
Dallas, Texas 75220-4427
Notwithstanding the above, notice of termination under paragraph 1 9 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 Parties may terminate this Agreement at any time upon thirty (30) days prior notice . 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
DocuSign Envelope ID: A05EB794-4E8D-4CBB-BD32-DEE1134F9112
Redlee/SCS Inc.
Street Department - 2023
Appropriation #1206 101 43-509.00 Fund; P.O. #108542
Contract Not To Exceed $35,944.80
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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. The parties
agree that if Agreement is renewed, the cost for one calendar year of Goods and Services shall increase to
Forty-Three Thousand One Hundred Thirty-Three and 76/100 Dollars ($43,133.76). If Agreement is renewed,
and upon provision of invoice/proposal from Vendor to the City, the parties will enter into Additional Services
Agreement to reflect the cost increase for a full calendar year.
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 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 “principa l” 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 subcont ractor. 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.
DocuSign Envelope ID: A05EB794-4E8D-4CBB-BD32-DEE1134F9112
Redlee/SCS Inc.
Street Department -2023
Appropriation #1206 101 43-509.00Fund; P.O.#108542
Contract NotTo Exceed $35,944.80
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, ortheir successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANARedlee/SCS Inc.
by and through its Board of Public
Works and Safety
By:By:
James Brainard, Presiding OfficerAuthorized Signature
Date:
Kpio!Hfoesfbv
Printed Name
Mary Ann Burke, Member
Qsftjefou! Date:
Title
Lori S. Watson, MemberFID/TIN:
Date:
ATTEST:Date:
Sue Wolfgang, Clerk
Date:
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DocuSign Envelope ID: A05EB794-4E8D-4CBB-BD32-DEE1134F9112
4/19/2023
4/19/2023
4/19/2023
4/19/2023
Exhibit A
DocuSign Envelope ID: A05EB794-4E8D-4CBB-BD32-DEE1134F9112
Civic Square Parking Garage February 16, 2023 Page 2 of 15
Table of Contents
A: PRICING & SPECIFICATIONS
Summary of Charges
Provisions of Agreement
Agreement
Specifications
B: APPENDIX
History
Certificate of Insurance
Minority Certifications
DocuSign Envelope ID: A05EB794-4E8D-4CBB-BD32-DEE1134F9112
Civic Square Parking Garage February 16, 2023 Page 3 of 15
Summary of Charges
A. PARKING GARAGE SERVICE
Calculations are based upon the Contractor providing all labor, supervision, management equipment,
and small tools, as well as related taxed and insurance required to perform the services and schedules
outlined herein.
Based upon a seven (7) day per week work schedule, including holidays unless otherwise instructed,
the monthly charges are as follows:
Garage Porter Services: $ 3,594.48 Per Month
Applicable Sales Tax will be charged on all invoices.
B. EMERGENCY LABOR
1. Regular Working Hours $27.50 per man hour
2. After Hours, Weekends and Holidays Cleaning $38.90 per man hour
3. Supervisor (Anytime) $45.00 per man hour
NOTE: Minimum charge of 4 hours, per person, per call.
C. LOCAL, STATE AND FEDERAL MANDATED COST ESCALATIONS
Prices quoted herein are based on the 2009 Federal Minimum Wage and other existing state and
federal legislation affecting wages and fees. As additional changes, including the Affordable Care Act
are imposed on the Contractor, the monthly rate shall be adjusted to cover any increases and related
costs, with the Customer’s consent.
D. HOURS OF SERVICE
Working hours to be determined by the Customer.
E. PRICE DETERMINATION
The price(s) quoted herein are based on “cash, equivalent” payment(s) (cash, check, money order,
wire transfer or direct deposit), unless otherwise stipulated in Item A of the Summary of Charges.
F. INVOICING AND PAYMENT
The Contractor makes a sincere effort to maintain a first-rate credit rating with suppliers, banks,
employees and customers in order to receive favorable pricing commitments. This enables us to
maintain a competitive edge in our pricing to customers.
Monthly “service” invoices are issued by the 5th working day for the current month, with payment
due by the end of that month. “Service Charges” may be assessed on late payments.
DocuSign Envelope ID: A05EB794-4E8D-4CBB-BD32-DEE1134F9112
Civic Square Parking Garage February 16, 2023 Page 4 of 15
Summary of Charges
F. INVOICING AND PAYMENT (continued)
Square footage changes and adjustments occurring after the billing date are “adjusted” on the
following month’s invoice.
G. AGREEMENT TERM AND TERMINATION
1. It is agreed that this Agreement shall have no term length and may be terminated by either party
giving a THIRTY (30) day Written Notice to the other sent “Certified Mail, return Receipt
Requested”.
2. The parties to this Agreement understand, acknowledge and agree that REDLEE/SCS is required
to incur substantial expenses in staffing, acquiring materials and supplies and securing equipment
necessary and specific to the job contemplated herein, and that, if this Agreement is terminated
for any reason without the required thirty days written notice, it will be difficult to determine
the exact amount of damages sustained by REDLEE/SCS and as a result, agree that, in the event
that this Agreement is terminated without thirty days prior written notice, for any reason, the
Customer shall pay to REDLEE/SCS an amount equal to the gross billing by REDLEE/SCS for services
to the Customer under the terms of this Agreement, for the month immediately preceding the
date of termination of this Agreement, as Liquidated Damages.
3. This document, entitled “Parking Garage Cleaning Proposal”, including all attachments thereto, is
an integral part of the Agreement and is hereinafter incorporated for all purposes as a part of the
Agreement.
4. The Agreement and attachments contain all understanding and confirms all promise and
stipulations, and may not be modified or amended in any way unless in writing and signed by the
parties hereto or the authorized agents.
5. By signing the Agreement, the Property Manager, acknowledges and represents that he is either
the Owner of, or authorized agent for the Owner of, the Subject Property, acting within the scope
of his authority in the negotiation and execution of this Agreement.
6. The Owner of the Subject Property, as of the date hereof, is City of Carmel. The Property Manager
agrees to notify REDLEE/SCS of the name of each owner of the Subject Property within thirty (30)
days of any change in ownership of the Subject Property.
H. INSURANCE
REDLEE/SCS maintains the following insurance coverages:
Commercial General Liability, General Aggregate amount of $2,000,000
Excess Liability Umbrella of $1,000,000
Automobile Liability of $1,000,000
Workers Compensation and Employers Liability of $1,000,000
Business Service Bond Limit of $25,000
Lost Key Coverage Limit of $25,000
DocuSign Envelope ID: A05EB794-4E8D-4CBB-BD32-DEE1134F9112
Civic Square Parking Garage February 16, 2023 Page 5 of 15
Summary of Charges
H. INSURANCE (continued)
Upon request, “Limits” may be increased for specific coverages, with related cost being charged to
the Customer.
I. REDLEE/SCS EMPLOYEES
Customer and its authorized representatives agrees not to hire, or enter into a janitorial service
agreement with any REDLEE/SCS employees, or third parties associated with REDLEE/SCS in the
performance of the services covered by this Agreement, for a minimum of ninety (90) days after
employees’ or third parties termination from REDLEE/SCS’ employment, or for a minimum of ninety
90) days after termination of this Agreement, without the expressed written consent of REDLEE/SCS.
J. POLYGRAPH EXAMINATIONS
REDLEE/SCS may, within existing Federal and State guidelines, cause any or all of its workers working
in this facility to submit to a polygraph examination upon written request from the customer. Such
polygraph examinations shall be conducted by a qualified polygraph examiner, to be selected by
REDLEE/SCS and acceptable to the customer. REDLEE/SCS will arrange for the polygraph examination.
A REDLEE/SCS Management Representative will accompany the individuals to be polygraphed to the
selected polygraph examiner’s office or selected location and will remain there until the examinations
are completed. The results of each polygraph, covering the event in question, shall be shared with
the customer.
The cost of the polygraph examination shall be administered as follows:
a. Positive Results (indicates guilt) – The Contractor shall pay all cost, plus make restitution to the
Customer or Tenant.
b. Negative Results (indicates no guilt) – The Customer and/or Tenant shall pay all costs.
c. Inconclusive Results – The Customer may elect to have additional examinations administered,
in which case #1 and #2 above would apply; or, the Customer and the Contractor may negotiate
an agreeable settlement or share the cost equally.
K. SLIP AND FALL AND OTHER EMERGENCY INCIDENTS
Customer is requested to provide REDLEE/SCS complete detailed information, including “facility or
third party incident reports” with 48 hours of such incidents.
DocuSign Envelope ID: A05EB794-4E8D-4CBB-BD32-DEE1134F9112
Civic Square Parking Garage February 16, 2023 Page 6 of 15
Provisions of Agreement
THE CONTRACTOR SHALL:
1. Provide all supervision, labor, equipment, cleaning materials, insurance protection and administration to
ensure performance of services specified in the Janitorial Specifications.
2. Strive for maximum efficiency and productivity in order to provide quality service at the lowest possible
labor cost.
3. Provide employees who have been determined to be honest, dependable and neat in their personal
appearance and in their work habits, and to provide these employees with appropriate uniforms, if
required.
4. Be responsible for proper storage of cleaning equipment and supplies.
5. Instruct all employees to abide by Customer's rules and regulations pertaining to safety and security while
on the premises.
6. Exercise that degree of care in the performance of duties necessary to prevent damage to any part of the
building or the furnishings therein.
7. Provide Workers' Compensation coverage with respect to all Contractor's workers.
8. Provide public liability and property damage insurance in the amounts deemed sufficient by the
Customer, to furnish certificates evidencing such insurance, and to hold the Customer harmless from and
indemnified against loss, damage, cost or expense by reason of any negligence arising from or caused by
the negligence of the Contractor, its officers, agents or employees.
9. REDLEE/SCS may, within existing Federal and State guidelines, cause any or all of its workers working in this
facility to submit to a polygraph examination upon written request from the customer. Such polygraph
examinations shall be conducted by a qualified polygraph examiner, to be selected by REDLEE/SCS and
acceptable to the customer. REDLEE/SCS will arrange for the polygraph examination. A REDLEE/SCS
Management Representative will accompany the individuals to be polygraphed to the selected polygraph
examiner’s office or selected location and will remain there until the examinations are completed. The
results of each polygraph, covering the event in question, shall be shared with the customer.
The cost of the polygraph examination shall be administered as follows:
a. Positive Results (indicates guilt) – The Contractor shall pay all costs, plus make restitution to the
Customer or Tenant.
b. Negative Results (indicates no guilt) – The Customer and/or Tenant shall pay all costs.
c. Inconclusive Results – The Customer may elect to have additional examinations administered, in
which case #1 and #2 above would apply; or, the Customer and the Contractor may negotiate an
agreeable settlement or share the cost equally.
10. Exercise and control security of keys provided by the Customer. Keys shall be secured in accordance with
the Customer's security regulations and shall not be removed from the building.
THE CUSTOMER SHALL:
1. Provide trash receptacles/trash disposal facilities.
2. Provide necessary keys for Contractor's employees.
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Agreement
This Agreement is entered into between REDLEE/SCS INC. with its principal offices at 10425 Olympic
Drive, Dallas, Texas (hereinafter referred to as REDLEE) and City of Carmel, at 3400 West 131st Street,
Carmel, Indiana (hereinafter referred to as the “Property Manager”) for the property known as Civic
Square Parking Garage, and located at 50 Red Truck Road, Carmel, Indiana (hereinafter referred to as the
Subject Property”).
For, and in consideration of, the mutual promises and covenants contained herein and for other good
and valuable considerations, it is agreed as follows:
I. REDLEE’S OBLIGATIONS:
That beginning ___________________, 2023, REDLEE agrees to:
a. Provide services as defined in the Janitorial Specifications Schedule portion of the attached
Janitorial Proposal, dated February 16, 2023, on and for the Subject property.
b. Perform all work on schedule, except when prevented by strike, Act of God, accident or other
circumstances beyond their control.
c. Furnish labor, supervision, materials and equipment necessary to satisfactorily fulfill this
Agreement except as listed in the supplementary schedules noted above.
d. Maintain Workers’ Compensation, Bodily Injury and Property Damage Liability Insurance in
the amounts and with insurer’s as specified herein, for the duration of this Agreement.
II. PROPERTY MANAGER’S OBILIGATIONS:
The Subject Property agrees to:
a. Pay services rendered on and for the Subject Property at the rate of and for the charges
specified in the Pricing and Agreement Information section of the Janitorial Proposal attached
hereto, or as from time to time modified and agreed to in writing by the parties hereto, for:
Garage Porter Services: $ 3,594.48 Per Month
Applicable Sales Tax will be added to all invoices.)
b. Promptly notify REDLEE of any “Slip and Fall” or similar incidents, along with a complete copy
of the facilities internal or third party “incident reports”, within 48 hours of such incidents.
c. Not to hire or enter into a janitorial service agreement with any REDLEE employees, or third
parties associated with REDLEE in the performance of the services covered by this Agreement,
for a minimum of ninety (90) days after termination of this Agreement, without the expressed
written consent of REDLEE.
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Agreement
III. MISCELLANEOUS PROVISIONS:
a. It is agreed, the Agreement shall have no term length and may be terminated by either party
by giving a THIRTY (30) DAY WRITTEN NOTICE to the other and “Certified Mail, Return Receipt
Requested”.
b. The parties to this Agreement understand, acknowledge and agree that REDLEE is required to
incur substantial expenses in staffing, acquiring materials and supplies and in securing
equipment necessary and specific to the job contemplated herein, and that, if this Agreement
is terminated for any reason without the thirty days written notice, it will be difficult to
determine the exact amount of damages sustained by REDLEE. As a result, agree that, in the
event that this Agreement is terminated without written notice, for any reason, the Customer
shall pay to REDLEE an amount equal to the gross billing by REDLEE for services to the
Customer under the terms of this Agreement, for the month immediately preceding the date
of termination of this Agreement, as Liquidated Damages.
c. The attached documentation entitled “Parking Garage Cleaning Proposal”, including all
attachments thereto, is an integral part of this Agreement and is hereinafter incorporated for
all purposes as a part of this Agreement.
d. This Agreement will be governed by and construed in accordance with the laws of the State
of Texas, without regard to any conflict of laws rule or principle which might refer the
governance or construction of this Agreement to the laws of another jurisdiction. Any action
in regard to this Agreement or arising out of its terms and conditions shall be litigated and/or
instituted only in Dallas County, Texas. Property Manager hereby expressly consents to the
personal jurisdiction of the state and federal courts located in Dallas County, Texas for any
lawsuit filed there against it by REDLEE arising from or related to this Agreement.
e. In the event there is any dispute concerning the terms of this Agreement or the performance
of either Party hereto pursuant to the terms of this Agreement and either Party hereto retains
counsel for the purpose of enforcing any of the provisions of this Agreement or asserting the
terms of this Agreement in defense of any suit filed against said Party, the prevailing Party in
such dispute shall be entitled to recover, in addition to any other remedy to which such Party
may be entitled to recover, all of its costs and attorney’s fees incurred in connection with the
dispute irrespective of whether or not a lawsuit is actually commenced or prosecuted to
conclusion.
f. REDLEE AND PROPERTY MANAGER AND COMPANY HEREBY WAIVE ANY RIGHT TO TRIAL BY
JURY FOR ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING OUT OF, RELATED TO, OR
IN ANY WAY CONNECTED TO THIS AGREEMENT AND AGREE THAT ANY SUCH CLAIM OR
CAUSE OF ACTION WILL BE TRIED BY JUDGE WITHOUT A JURY.
g. This Agreement, and attachments hereto, contains all understandings and confirms all
promise and stipulations, and may not be modified or amended in any way unless in writing
and signed by the parties hereto or their authorized agents.
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Agreement
III. MISCELLANEOUS PROVISIONS: (continued)
h. By signing this Agreement, the Property Manager, acknowledges and represents that he is
either the Owner of, or authorized agent for the Owner of, the Subject Property, acting within
the scope of his authority in the negotiation and execution of this Agreement
i. The Owner of the Subject Property, as of the date hereof, is City of Carmel. The Property
Manger agrees to notify REDLEE of the name of each new owner of the Subject Property
within thirty days of any change in ownership of the Subject Property.
IN WITNESS WHEREOF, the parties hereto have set their hands this ______ day of ____________, 2023.
CITY OF CARMEL REDLEE/SCS INC.
BY: BY:
John Gendreau
TITLE: TITLE: President, National Operations
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Specifications
General Cleaning: (7 Days or Nights a week / 2 hours per day)
Sweeping of parking garage spaces (351)
Sweeping of entry ways (3)
Sweeping of elevator (1)
Sweeping of entry mats (6)
Dump debris into trash receptacles / Do not empty trash receptacles
Must Transport Broom and Dustpan onsite daily / No onsite storage
All additional tasks done at additional charge
City of Carmel provides liners for trash receptacles
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Company History
Our mission is to serve as an integral partner by empowering
our clients, employees, and our communities.
REDLEE/SCS is a recognized industry leader offering the very
best in customer service and management expertise since
1982. REDLEE/SCS has grown over the years as a result of
mergers with and acquisitions with some of the top companies
in the industry. These resulting combinations have produced
more than one hundred years of successful management
expertise.
REDLEE/SCS is owned and directed by the Redfearn family, who are of Native American descent.
For the past several years, the company has been ranked in the "Top 25 Minority-Owned
Businesses" recognized by both the Dallas and Charlotte Business Journals. The company
originally opened in Tulsa, Oklahoma in 1982, and relocated its corporate headquarters to Dallas,
Texas a few years later. Today, REDLEE/SCS is operating in seven states with offices in Abilene,
Birmingham, Charlotte, Dallas, Ft. Worth, Indianapolis, Little Rock, Midland, Richmond, Roanoke,
and Tulsa.
Management's "hands on" involvement in the daily operations, day-to-day customer contact,
quality control inspection program, and open line of communications with customers help create
a partnership between REDLEE/SCS and their customers that is evidenced by the company's high
rate of business retention. In addition, the company has an experienced, professional
administrative staff who provides top notch support for their customers, ensuring prompt
response to customer requests and concerns. Need quality cleaning? Consider the benefits of
working with the experienced industry leaders at REDLEE/SCS.
REDLEE/SCS has experienced steady growth over its 40 year history servicing over 50 million
square feet with revenues in excess of $40 million. In addition, the company is constantly
sourcing new opportunities and expanded services in additional markets throughout the
country.
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Company History
REDLEE/SCS INC. was proudly awarded CIMS and CIMS GB (Green Building) “With Honors”
certifications for our nationwide operations in July 2017. CIMS (Cleaning Industry Management
Standards) is the first consensus-based management standard that outlines the primary
characteristics of a successful, quality cleaning organization. It as a way to differentiate an
organization from the competition, demonstrate its commitment to quality/customer
satisfaction and improve operational efficiency. CIMS and CIMS GB criteria designation offer
cleaning organizations a certification that is closely tailored to provide their customers with
precisely what they need to secure points under the LEED for Existing Buildings: Operations and
Maintenance (LEED EB: O & M) Green Building Rating System. CIMS GB certification
demonstrates an organization’s capability to assist customers in achieving LEED EB: O&M points
and offers customers assurance that the organization they select is prepared to partner with
them in the LEED process. In November 2013, the USGBC published the newest version of LEED
EB: O&M (v4) which includes CIMS GB as a direct compliance option for the new “Green cleaning
Policy” prerequisite.
Less than ¼ of 1% of all janitorial companies (approximately 42,000) in the United States and
Canada has achieved CIMS certification. CIMS has also become a requirement for many fortune
500 companies, such as StateFarm, and government entities. If you would like to learn more
about CIMS and CIMS GB, you can visit:
http://www.issa.com/certification-standards/cleaning-industry-management-standard-
cims#.WLgvP7Mm5aQ
Company
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Insurance
LOSS AND DAMAGES
As requested, a COI meeting your requested minimum coverages has been included in this
proposal. You can find this form in Section E –APPENDIX.
REDLEE/SCS has developed a very thorough step by step process in regard to loss and/or
damage. If an accident occurs, the cleaner immediately notifies his/her supervisor who then
notifies the Operations Manager. The Operations Manager then proceeds through a process
to determine how the incident occurred, and what can be done to pre- vent the incident from
occurring again. Upon completion of the accident investigation, appropriate restitution is made.
Sample Loss and Damage report used by REDLEE/SCS.
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COI
Minority
Certifications
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Minority Certifications
National Minority Supplier Development Council
NCTRCA Minority Business Enterprise Certificate
Minority
Certifications
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EXHIBIT B
Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing
Goods/Services
Date
Goods/
Service
Provided
Goods/Services Provided
Describe each good/service
separately and in detail)
Cost Per
Item
Hourly
Rate/
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
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EXHIBIT C
INSURANCE COVERAGES
Worker’s Compensation & Disability Statutory Limits
Employer’s Liability:
Bodily Injury by Accident/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
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Exhibit D
E-VERIFY AFFIDAVIT
John Gendreau___________________________________, 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
REDLEE/SCS INC.__
in the position of President.
3.I 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 __31_____day of __March___________________, 2023.
Printed:__John Gendreau_______________
Icertify 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: __John Gendreau_____________________
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Page 1 of 1INDIANARETAILTAXEXEMPT
CERTIFICATE NO. 003120155 0020PURCHASE ORDER NUMBERCityofCarmel
FEDERAL EXCISE TAXEXEMPT 108542
35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE
VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCE
FORM APPROVED BYSTATE BOARD OFACCOUNTS FOR CITY OFCARMEL - 1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
2/20/2023367224
REDLEE/SCS INC Street Department
VENDORSHIP10425OLYMPICDRIVESUITEA 3400 W. 131st Street
TO Carmel, IN 46074-
DALLAS, TX 75220--4427(317) 733-2001
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
74355
QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION
Department:Fund: 1206101General Fund
Account: 43-509.00
1EachCivic Square Garage Maintenance$35,944.80$35,944.80
Sub Total 35,944.80
Send Invoice To:
Street Department
3400 W. 131st Street
Carmel, IN 46074-
317) 733-2001 PLEASE INVOICE INDUPLICATE
DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT
35,944.80PAYMENT
A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN
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
ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO.
LeeHigginbotham
TITLECommissioner
CONTROL NO. 108542 CONTROLLER
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