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HomeMy WebLinkAboutPearson Ford/Street Pearson Ford Street Department 2009 Appropnatton #2201 65001 PO #18793 APPROVED Contract Not To Exceed $20 994 00 AS TO FORM BY vgY 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 Pearson Ford, an entity duly authonzed 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 appropnation number 2201 650 01 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 31 Vendor estimates that the total pnce for the Goods and Services to be provided to City hereunder shall be no more than Twenty Thousand Nine Hundred Ninety Four Dollars ($20,994 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 penod City shall pay Vendor for such Goods and Services within sixty (60) days after the date of City's receipt of Vendor's invoice detailing same so long as and to the extent such Goods and Services are not disputed are in accordance with the specifications set forth in Exhibit A are submitted on an invoice that contains the information contained on attached Exhibit B and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement 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 descnptions and /or quotations regarding same as were provided to Vendor by City and /or by Vendor to and accepted by City pursuant to or as part of that certain City of Carmel Street Department Bid Proposal Package for 2009 ton Pick Up 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 17 a W1M Docamalh faecal Sm ¶STRRRO]O1V,E,RSOb FORD Comb a Sm, m,x 6/8/2000 124 Pearson Ford Street Depanment 2009 Appropriation #2201 650 01 P 0 #I8793 Contract Not To Exceed $20 994 00 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 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 dunng 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 wntten warning and notice (including appropriate labels on containers and packing) of any hazardous matenal 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 hen within ten (10) days after the filing thereof by payment or bonding City shall have the right to pay such hen 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 Vendors warranties (b) fails to provide the Goods and Services as specified herein, (c) falls 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 andlor 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 injunes including but not limited to personal injury, sickness, disease or death of or to any of Vendors 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 ansing 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 lflB lvPsu m r.ta ISmn S S T M fl N T V P F A A S I Y I MAD Grd*49a. i SWIM I '1 vW Pearson Ford Street Department 2009 Appropnahon #2201 6)0 01 P 0 #18793 Contract Not To Exceed $20 994 00 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 Vendors agents officers employees contractors or subcontractors in the performance of this Agreement These indemnification obligations shall survive the termination of this Agreement 10 GOVERNMENT COMPLIANCE Vendor agrees to comply with all federal state and local laws, executive orders rules regulatrons 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 obligatiomshall survive the termrnahon 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 pnvileges 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 NO IMPLIED WAIVER The failure of either party to require performance by the other of any provision ofathiss Agreement shall not affect the nght of such party to require such performance at any hme 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 13 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 ono? wntten consent 14 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 puce 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 15 GOVERNING LAW LAWSUITS This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana except for its conflict of laws provisions The parties agree that in the event a lawsuit is filed hereunder they waive their nght to a jury trial agree to file any such lawsuit in an appropnate court in Hamilton County Indiana only and agree that such court is the appropriate venue for and has jurisdiction over same R IC R.iw At a It 6a0111 16uwdSD= WPEAPSON RRIG S& fan Sc a &V MS 12 45 11 Peyton Ford Street Depanment 2009 Appropnatton #2201 650 01 P 0 #18793 Contract Not To Exceed $20 994 00 16 SEVERABILITY If any term of this Agreement is invalid or unenforceable under any statute regulation ordinance executive order or other rule of law, such tern shall be deemed reformed or deleted but only to the extent necessary to comply with same and the remaining provisions of this Agreement shall'remain in full force and effect 17 NOTICE Any notice provided for in this Agreement will be sufficient rf 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 One Civic Square Carmel Indiana 46032 ATTN David Huffman AND Douglas C Haney City Attorney Department of Law One Civic Square Carmel Indiana 48032 If to Vendor Pearson Ford 10650 N Michigan Road Carmel Indiana 46032 Telephone 317 873 3333 E Mail ATTENTION Bill Sawyers Notwithstanding the above notice of termination under paragraph 18 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice 18 TERMINATION 181 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 appropnated 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 Eshmate amount in effect at the time of termination unless the parties have previously agreed in wnting to a greater amount WI Bd..* Gem evlm fl SewrwslmzFT1u99AA55oY PON G W5.5ee-- YVd119 1945AY Pearson Ford Street Department 2009 Appropnatton #220] 650 01 P O #18793 Contract Not To Exceed $20 994 00 18 2 City may terminate this Agreement at any time upon thirty (30) days pnor 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 wntmg to a greater amount 19 REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent 20 ADDITIONAL GOODS AND SERVICES Vendor understandsland 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 authonzed Vendor in writing to provide such additional goods and services shall such goods and services be provided by Vendor to City A copy of the City s authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City 21 TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 18 hereinabove this Agreement shall be in effect from the Effective Date through December 31 2009 and shall on the first day of each January thereafter automatically renew for a period of one (1) calendar year unless otherwise agreed by the parties hereto 22 HEADINGS Alt heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit expand or otherwise alter the meaning of any provision hereof 23 BINDING EFFECT The parties and their respective officers officials agents partners successors assigns and legal representatives are bound to the other with respect to all of the covenants, terms warranties and obligations set forth in Agreement 24 NO THIRD PARTY BENEFICIARIES This Agreement gives no nghts or benefits to anyone other than City and Vendor 25 ADVICE OF COUNSEL The parties warrant that they have read this Agreement and understand it have had the opportunity to obtain legal advice and assistance of counsel throughout"the negotiation of this Agreement and enter into same freely voluntarily and without any duress undue influence or coercion In Bali ogn mene•fn 1 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Pearson rord Street Department 2009 Appropnanon #2201 650 01 P 0 #18793 Contract Not To Exceed $20 994 00 26 ENTIRE AGREEMENT This Agreement together with any exhibits attached hereto or referenced herein constitutes the entire agreement between Vendor and City with respect to the subject matter hereof and supersedes all pnor oral or wntten 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 govem and prevail This Agreement may only be modified by wntten 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 PEARSON FORD by and through its Board of Public Works and Safety By By (mes Brainard Presidme Officer Authonzed Signatu V Date 0 ,�yLZ.LS l✓L•i��J�__� PnntedName V ary n Burke Member Dat= s -09' Pen? 44?-0e Title V Lon S M mb FIDITIN .L 5 //1 S 337 y Date 1!I5' j D9 SSN if Sole Propn for ATTEST Date i Zoo `j I I na Cordray !AMC,/ rkl as r T ate 7 V O f (2.42 My itatsVntlistu sal 6miaSS1 EEN IWIMPSM raID OeW I Same dot MOO 12 aS ng 1-.. QUICK QUOTE FROM BILL SAWYERS Commercrat Accounts Manager Pang I Date 5 /7/2009 !T� ealit =BD Attention Jeff Stewart mx LagpM Company City Of Carmel Street Department Address 3400 W 131st Street City/St/Zip Westfield IN 46074 Phone Number Type of Vehicle 2009 Ford F250 4X4 XL Reg Cab PU List Pnce $32 185 00 Pearson Ford Commercial Discount 111 171 00 Total SeNmg Pnce $20 994 00 Ziebart 30 00 Hitch 30 00 3000 50 00 $000 3000 Fleet Incentive 30 00 EQUIPMENT Trede -In Value SO 00 4 Gas V8 Sub Total 32099400 9 000 C3VW Rebate 30 00 3 73 LS Rear Axle Pnce After Rebate 320 994 00 Snow Plow Prep 7% Sales Tax $0 00 Factory Brake Controller Total Bid 320,994 00 40/20140 Vin Bench Seat Air Cond Tilt Wheel This Quote Is Good Until Factory Ft Rear Bumpers Prtoe Increase 6 LT246 75R 17E AT Tires 8 Foot Bed Stock Number Trailer Tow Mgrs Factory Order Skid Plates Dealer Trade Poor Unit NOTES Quote ;timber THROW IN RUBBER FLOOR MATT$ $89 00 My Phone Number 317 873 3333 SERVICE MANUALS r $200 00 My Fax Number 317 733 3132 RUNNING BOARDS $450 00 Call Td! Free 800 843 2227 CAB LIGHTS =365 00 My Cell Phone 317 418 -3581 Your Fax Number l "EXHIBIT 1 If