HomeMy WebLinkAboutBraden Business Systems/Street (2) Braden Business Systems C04,44ACA " "- os-Dci D
�.stree!Depanment 2009 APPROVED, ASp TO
Appropnation#0043 515 01 P O #18798 FORM BY O
Contract Not To Exceed$600 00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES (Agreement) is hereby entered into by
and between the City of Carmel Indiana acting by and through its Board of Public Works and Safety (°City') and
Braden Business Systems 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 Agreements 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 403 515 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 price for the Goods and Services to be provided to City hereunder
shall be no more than Six Hundred Dollars ($600 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 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
IZ EEsclSp Mame Mafmsa Senstafr(1098r+1s-S Ms M Grads S Sins lac Pan SS PM]
Braden Business Systems
-StPeet Department 2009
Appropnatton#0043 515 01 P 0 #1879B
Contract Not To Exceed$600 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
ail 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 Goads and Services provided hereunder Vendor agrees to
furnish to City sufficient written warning and notice (including appropnate 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 hen 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 Vendors 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)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 penod 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 nghts
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 dunng the term of this Agreement with an insurer
licensed to do business in theiState 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 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 damagesato any person or property ansing from or in connection with Vendor s
provision of Goods and Services pursuant to or under this Agreement or Vendors use of City property
[2'El.'Al as am Jr Im vial ka. add IlthEIV41PAW P Saw M Woe lraam—m via 22 P1 J
Braden Business Systems
,. Street Department 2009
Appropnation#0043 515 01 P 0 #18798
Contract Not To Fxceed$600 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 regulations and codes
which may be applicable to Vendors 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 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
13 NON ASSIGNMENT
Vendor shall not assign or pledge this Agreement whether a collateral for a loan or otherwise and shall not
delegate its obligations under this Agreement without City's pnor 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 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
15 GOVERNING LAW LAWSUITS
This Agreement is to be construed in accordance with and govemed 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 appropnate court in Hamilton County
Indiana only and agree that such court is the appropriate venue for and has junsdiction over same
rL EaYNMY4a m aS ISavimM,atkrISIOI I 6a St%Pim AG Cmt a Sao n*MIMI-. Ra1
Braden Bus]ne%Systems
Street Department 2009
Appropriation#0043 515 01 p O #18798
Contract Not lo Exceed S600 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 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
17 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
One Civic Square
Carmel Indiana 46032
ATTN Dave Huffman
AND
Douglas C Haney City Attorney
Department of Law
One Civic Square
Carmel Indiana 46032
If to Vendor Braden Business Systems
9430 Priority Way W Drive
Indianapolis Indiana 46240
Telephone
E Mail wgorman@bradenonline com
ATTENTION
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 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
tY IE P M Oe a 1ProhnisiSta caStilbEll2.10,0 id ® S) Mu Ag Gad Allow;da.18.1a0W5 PIM
Braden Business Systems
Street Department 2009
Appropnation#0043 515 01 P 0 #1R798
Contract Not To Exceed$600)00
18 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 wnting 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 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 suchwaddrtional goods and services desired as well as the time tramp which same are to be
provided Only after City has approved Vendors time and cost estimate for the provision of such additional
goods and services has encumbered sufficient monies to pay for same and has authorized Vendor in
writing to provide such additional goods and services shall such goods and services be provided by Vendor
to City A copy of the City s authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City
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 penod of one (1) calendar year,
unless otherwise agreed by the parties hereto
22 HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit expand or otherwise alter the meaning of any provision hereof
23 BINDING EFFECT
The parties, and their respective officers officials agents partners successors assigns and legal
representatives are bound to the other with respect to all of the covenants terms warranties and obligations
set forth in Agreement
24 NO'THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor
25 ADVICE OF COUNSEL
The parties warrant that they have read this Agreement and understand it have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely voluntarily and without any duress, undue influence or coercion
Q F! in SARI WPt alai SmnwASPlkfTU'SI P id P WA v As MIA S.6n at,IAAWIS O►1 55 Flq
Braden Business Systems
Street Department 2009
Appropnation 00043 ,15 01 P 0 tr18798
Contract Not To Exceed$600 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 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 wntten amendment executed by both parties hereto or their
successors in interest
IN WITNESS WHEREOF theaparties hereto have made and executed this Agreement as follows
CITY OF CARMEL INDIANA BRADEN BUSINESS SYSTEMS
by and through its Board of Public
Works and Safety
By By
No-r ?rise 1,9_014 N- a49
James Brainard Presiding Officer Authonzed Signature
Date
Lrs Bv'wi btu-n —Wand?
_ffirea..—s/` _ _l, Printed Name
Mary An :urke Member
Date : - ^ I _ wonroR Accscaj 3p✓egentn-FiIre.
OW Title
5--- i —us 9`i (.2.
Lon S r Member FIDTIN
Date SE5107
SSN if Sole Proprietor
ATTEST
♦�� Date 7�J�/°9
Diana Cordray !AMU C�Treasurer
Date 64
f / f
f7Y ex 1MY Dronewarolla ca. wTREF wcvar Jam It S, Men AQ Oral&Sc,m din MSS I} S M17
— - ---J
Complete Care Guarantee
Cuetomer IN e C502 Bli To IN# ' Same
Aodount Nome Carmel S+reet Department Mmunt Nemo
Andros. 3400 W 131"Street Addreee
COY Weettield Mete I IN I up 140074 Clay I sine I I ZIP 1
Conhe)Nime Bonnie Callahan Contact Nam°
Phone# I 317 733 2001 I Fen# 317 733 2005 Phone# I I Fex#
EmiO adorned Ernst!address
I Breder Burnam Syrian%In oral to provide quell y nun we ucmcl ed halm 19 Toner mneumplmel and ylelde en holed upon la immhatum a sprcllenlmm or 64
Mlle or required.Ile hRmlinllou dame nand above on the egaex um lheed The CO men black&wide aid 20A column fill Bohr The mend of lam miptlon la
oeraemett tt bred m egdpm.d n6 day epwe=dud in I eagle npp hove day end oll dapeilden won die hBaaing (I)Ws ale Wes a)Irmo I of solkl BB d);MOM Uri
Mlle Bauder Lie mendedµ Baden uuimee Syeleim 1ae amid winking hood 100 of nquhemen Ind wain g wnh ptein gale (4)clumping mµxit and(5)mmllay pm volmno
eMh500 pm Mender—Fddid maim bobble All untie cemlmuud Pala Toner pule eighleillmmune.merlon me nl amid under thu nuaarem Bndan
Reda Beane Symms Ira natal wading Ian all be erica a ptiluladlab0rmks Bmhlen gplens t rogervm lie rEn to moldy llm velenee by eller Mang be
Ip main end aspen=oily mum Of Me pen dad oru0tmlag Pao a(e)alike;came or hews=dm namer
de acne rod r mange ad coat of freight for odddmml appgm provided
2 The following tonnes me amhded AR glmllly immune a ma calla ell pea tllvu
areal new (Ora/Car aka Cam&nary) ell CONSUMABLES Emir Peon d
e 10 The ua,dh n Ir not tmnhreble to s third el lY No port m If tlm wing b
dSmisd Pena and Wenbllm made teuervmehh do tenant
to tnt neglect,*use Mfgae g nraelubk ccpe a m.lad In lie Femporng amm i. a
pap she m Intoned of Into t 'WWI chin Raoiuerom two*palm ad other din by-
Braden Brame Syae m Inc pmmitl Pat of God or fins Oman or nudhoruW II Malay cede provided an or he mmplatd a d led to Braden BusInn System Ins
esmmeee monad and ley cilia cue era df Be&n gungeEpic m Iv mdnalm III 5O07e11 Or rubmimd on Ire ilsgmaddenodeinsom on apealOY den Osman
teed= m need m submit inmlhly mar reedier to Bndwt Siren Spasm Ira f e mailer
fare to provide melee reading m e lonely(salon. Braden Imeme Symms 1 D m it
3 Cliek n dmodput of any tide Ma 83 s II San a velneoenle copy with dim.ten Dill name IBltmcmry mere=ding
no maenad cart oipot on Ma ecmeeg dales
12 TIamloinerukase/lodge Melilla Ear mpmoibdily to wheels*coned bnokun or
4 The CO Mks Cane Gam ore le pod kr on (I)year ape t dd gannet meal deb Ricer peegnm and dem files to damn my eel dole Under NO mmiimmime shall Bogen
fill Campine Goa 45mnuns will aumiamhnly'maw un ICUICO dln wanes by eau Bmmem Symni%IN tie/Kidnpamih foray Ina of au
pony ni We 30 dope pew to the mmaat ad It is undmmod Ilan its lanewel of fine
Weed=Rauddnt to rice eld provide=dump welme ma Te apnea deg be 13 Ctmrya mlhs apnmg mime it d(mlwnq,bmiiat lheledloemngum opemil
mooned endmnuman Won deelfnrlwm dale mown In die even'Ural la ouch=rohuin enlace Mwmk e = venire tipple/Woe draw and hobnail' or eodwee
drop.below mh inilm liq n men'Hie Ibr30 dye made Bodeen Sal m man n urgadm a umagmllbilbm era)oeuy mud m re need Sri oorrtpuoben a treim m or
to 116h1 to doge I mmrmn iudndly Re for Wrenn see d mahnena Ise Equrp rout elm ileeevh swims m may lbllebomlny Slid CRICK slang hu rat Oman Boman
covered order tldl 1pecnemtale be n 6mdvnddmnbeefora awn boaeupted Custom Syeme Inc pblebed newton rise les
Wm to Bey Ibr a annotate maim eras dic.b end all pine Ind labor mewed h
bean,nor quloment up to Braden Hamm%s e m air ep stag" The opmmad 14 In die a m Emden llama Syame Inc t. Liable 16 SHIM awe dui to tli
dl
h Ian (mill hem Wain= mdau hand nand and erememiwe ei 1 bed emlgpWlm of much pee by Ile Imni(mmmr.d he Amble myelin'opals a dui
µgall r andnmed ncew+ingly meaner Brad nTdnme Sylmar,liewill credit rho mead man of Mama or dia
era mar snood Any ante rnd(t henna mum be and towed fvtnu Wahl.from.,
d Opbm .peahen yin'of the epupmain ro bred by th.coupe*Om 01m11761e an Bride i Rmim1153ne1m Ica
be.rpm ed oily If anon proved by or nigllne lie pecifmdlmm of linden Eunice
grew Inc.am void nagmn ea=nab or problem mond by laudequt.appal 15 For Colon yro=aolaNbbeernn Rom fia maims a coon orb net tavamd under
bens vat may me fit in m,mnnnon of ngeamed Baden Ouse=Syaenl6 Ine will lit tpv.mnl 06hrellm ISMS be haled at Braden Boehm Symms Inc mcark ram
pea ids ern ec en Per Can been at publuW met
d Bach.Borman S)tbnu the abed he.N11 ed gee eeeu to ma egt4pmm h me do I6 Ogler dun EL obligee=me Sell lean Emden Mahan Sperm In DISCLAIMS
it.,,.Jenne- lfptson Daher'bon Emden Beat=Syskum In rspmehhrn perdu ALL WARRANTIES EXPRES80D OR IMPLIED INCLUDING WY IMPLIED
nnodenilge node or mullioned egepna u movement soar u e rank idler work n WARRAPRIIS OF MERCHANTABILITY RTNEN FOR USE and OR PITNBSE 14R
remold by Breda Bualnu Symmm Im m NMI.i pine rapnea adaddw i le A PARTICULAR PURPOSE BRAD/MOUSINESS SYSTEMS MO SHALL NOT BE
more will be billed a Baden Bums.Symms lrieL a pbh lid ire.and lased roe RESPONSIBLE FOR DIRECT INCIDENTAL OR CONSPQUENTIAL DAMAGES
tlmo m effect Dawned/6 um to to ks menthe end dngum a gamble perm be INCLUDING BUT NOT LIMITED TO DAMAGES ARISING OUT Of THE USE OR
kyapvemr inning on epnpinem bed r ad& . remark woddng ntmgphem it PERFORMANCE OP THE BQIJIPWENf THE LOSS Or USE OP THE EQUIPMENT
lerveon the melamine Cuino.r apron to provide minds akmdsd nine in Oil ANY ECONOMIC LOSS
deembuee web UlLcede ands reason Mod isprovide In norm=nrp mamma
7 If nu pant b mead ea e one erne zone esimmr sine a Bey the difference 17 CONSUMABLES Dine Dewllpm PM Kin Mnmmnra KIte Prue Cdndpu
Nmpee rr.no. beym4d Sa den Damon Syme ntl ha Dery a Webey w Il mnnmle n a l limb Minden Cole tie Tye Pep r T.nµn D p el Claiming Wm font Oil Oil
epelltkml. Edina Oil Pads Drum Candle Impng Ril. Ili Cartridge aim A 71eter
$ Baden Dahum Syyeelmam U. reams lie right to hold eetvlee and ipplm m its oval
the cozener acmed banal'ddrnqum Weed 011 Emden Busmen gyemm In.pymd
le inunMet that lino
13Cemdta Caen Caromas(E dab Papa&Anphf)
Cuedltlod Ciro Cr nnnke 16rdudn Coryemblm)
Equipment Covered EQ ID# AMOS Model# KC3S3 Serial# 02E010011771
Tree I 15CM Typo I Boonetp Ckek Abonlece I Omens I Mott} _ Sleight, Ammer
B&W Pei Copy N/A e 25 ON Fite to 1 N/A 145 3/31/09 S 0095/C°py alter free
comes atoll°
Color Per Copy N/A I 5 000 Free cornea or 1 I WA 121 3/31/09 S 065/Copy after free
year COpLCB cxpue
To Be B111ed IR 000 Dee NW duple Ir I year wWebaver oecmg rest end 5 000 ft ea color repine or I year wltkhaee mare first Aeon Am teaks
noire all moles will he Sneer oar ON R■combined luvdee.
I Amite teed Cammn Srgmlue I Doe
I Crammer Names(Flues Pont) TER,
SalaWCmmma Senses Representative Wendy Gorman Dele ' 3/31/00
reFXH1BIT
Z00200 d SZOP 9Z 9i 600Z/91/90 819Z 089 too.!J