HomeMy WebLinkAboutHoneywell Batteries/FIRE/5,387/Chargers Honeywell Batteries
Department Fire
Appropriation #102- 631 -00; P.O. #24363 °V'
Contract Not To Exceed $5,387.00
4M
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 Honeywell Batteries, 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 102 631 -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 Five Thousand, Three Hundred and Eighty -Seven Dollars ($5,387.00) (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 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 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 pursuant to or as part of that certain City of
Carmel Fire Department Quote for "Communications Equipment Replacement and Upgrades" that
were not received by the City of Carmel Board of Public Works and Safety as the Goods and
Services needed can only be purchased from Vendor, who is a single source vendor as documented
on Exhibit C, 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
(Y:tam a /71g5w, k Guab SmlfucDe{n4017V4mrywdl Onimv 7wc 7017 "MI &miry larucca grab and acncp k 611712011 FMI
Honeywell Batteries
Department Fire
Appropriation #102- 631 -00; P.O. #24363
Contract Not To Exceed $5,387.00
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.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly fumish 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
fumish to City sufficient written waming 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
1,-1 unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
‘A\*' 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.
f?s The coverage amounts shall be no less than those amounts set forth in attached Exhibit D. Vendor shall
cause- its- iflsefers -te- name- Gity -as- are- addltieRal -i fed -en- alt- suGh- iasurance-pelicies 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.
(7 leMCr .Svo GM& Svcstrvr Dg152012Wmn,Ndl Banana Iimc2012 by cvmrylmew,. vats cW savu76 12/1012 12' PMT
Honeywell Batteries
Department Fire
Appropriation #102- 631 -00; P.O. #24363
Contract Not To Exceed $5,387.00
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 Vendor's 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 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., Company shall enroll in and verify the work eligibility status of all of its
newly -hired employees using the E- Verify program, if it has not already done so as of the date of this
Agreement. Company is further required to execute the attached Affidavit, herein referred to as Exhibit E,
which is an Affidavit affirming that: (i) Company is enrolled and is participating in the E -verify program, and
(ii) Company does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference,
and in its entirety, attached Exhibit E. In support of the Affidavit, Company shall provide the City with
documentation that it has enrolled and is participating In the E- Verify program. This Agreement shall not take
effect until said Affidavit is signed by Company and delivered to the City's authorized representative.
Should Company subcontract for the performance of any work under this Addendum, the Company
shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ
or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-
verify program. Company shall maintain a copy of such certification for the duration of the term of any
subcontract. Company shall also deliver a copy of the certification to the City within seven (7) days of the
effective date of the subcontract.
If Company, or any subcontractor of Company, knowingly employs or contracts with any
unauthorized aliens, or retains an employee or contract with a person that the Company or subcontractor
subsequently teams is an unauthorized alien, Company shall terminate the employment of or contract with
the unauthorized alien within thirty (30) days ("Cure Period Should the Company or any subcontractor of
Company fail to cure within the Cure Period, the City has the right to terminate this Agreement without
consequence.
The E- Verify requirements of this Agreement will not apply, should the E -Verify program cease to
exist.
�1':w,naTPmfSra Gnat, Srnvuc orinuoiivt,�rpoai Emma Itsle 2fllu Mu ow,rylmp,sn girth mad mrncpAx&&I V3Ut2 u• ?MI
Honeywell Batteries
Department Fire
Appropriation #102- 631 -00; P.O. #24363
Contract Not To Exceed $5,357.00
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.
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 Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
ATTENTION: Carmel, Indiana 46032
If to Vendor:
Address: SSD c ,-i-t, 4c., ILA
YrFn,fl�ar MA O00
Telephone: 50V -?07 (007L
E -Mail: a5TS fG,fr. &G,
ATTENTION: Jg..{:
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
(VViard1PmE5ra k Gnat 5rol£uc pspt1101N4m.¢cyud' Basser. laic 2012nar,mfy Inagunr- pals ad smuirinc6/1211012 I IA PMT
Honeywell Batteries
Department Fire
Appropriation #102 631 -00; P.O. #24363
Contract Not To Exceed $5,387.00
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.
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 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, 2012 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.
IY:hhm+flProl.Sw awls Sw1Fue Dg il2012Wra+na7..dl amain 1me7a12 vilh owiry 1. a u je- p.Na and .ovier.d,cWl2R017 1:14 PM]
Honeywell Batteries
Department Fire
Appropriation #102- 631 -00; P.O. #24363
Contract Not To Exceed $5,387.00
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. 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.
27. 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
by and through its Board of Public
Works and Safety
By: By:
`Jame- Brainard, Presiding Officer Auth 'zed Signature
r P ate p
Ne-arMi)
Printed
Mary n Burke, Member
Date Coreo -1t (minit.tr
I
Title
Lon S. n M tub FID/TIN: oy 3y�' fl
Date: (o����
Last Four of SSN if Sole Proprietor:
ATTEST:
Date: (0/)3/1
D' :na Cordray, IAMC, ,'rk re surer
Date: (Q
ntivhcaNlafSw Grats SnalFue D44120171,44cne7.dl Dwain h c2012.itt csmt!'letgwi• ponds tad uniep.LcHl2RO121 4 feq
EXHIBIT A Honeywell =i!
Productivity through great engineering AT T E R 1 E S
Mobile Power Solutions
June 11, 2012
Lt. Adam Harrington
Carmel Fire Department
2 Civic Sq.
Carmel, IN 46032
Adam,
GTS is pleased to provide you with the following quote for Honeywell NEOCELL® batteries and Tri- Chemistry chargers:
Honeywell Batteries
Product OEM Part Number Quantity Price Each Extended
Part Number
HONEYWELL P7300
NEOCELL BATTERY HNPA9 -LiP 40 $75. $3000.
HONEYWELLP7300 TRI-
CHEM SINGLE BAY HCH- P7301 -CHG 24 $97. $2328.
DESKTOP CHARGER
SUBTOTAL $5328.
SHIPPING $59.
TOTAL $5387.
Prices listed valid for 60 days
TO PLACE AN ORDER:
Credit Card: Please provide your Credit Card via fax.
Purchase Order: Please send Purchase Orders via email or fax.
Terms: Net 30 days, FOB our Plant, West Palm Beach, FL
Freight: UPS Ground unless otherwise specified.
Best Regards,
Diane Wirtz
Honeywell Batteries
550 Cochituate Road
Suite 15
Framingham, MA 01701
Direct Dial: 508- 907 -6695
Fax: 508 650 -5472
dwirtzfthoneywellbatteries.com
www.GTSPower.com
Global Technology Systems, Inc. 550 Cochituate Road, Framingham, MA 01701
800.267.2711 In Europe call: 800.5390.5390 www.HoneywellBatteries.com www.FloneywellBatteries.eu
EXHIBIT
Honeywell
Productivity through great engineering BATTERIES
Mobile Power Solutions
June 13, 2012
Adam Harrington
Carmel Fire Department
2 Civic Square
Carmel, IN 46033
Adam,
Global Technology Systems is leading manufacturer of portable power solutions. As such we provide batteries
and chargers to Federal, State and Local government agencies including the FBI, DOJ, DHS, Las Vegas
Metropolitan Police, the City of San Antonio, the City and County of Honolulu, and many other public safety
agencies.
GTS is the only manufacturer of NEOCELL Lithium Ion Polymer batteries. We were tasked to develop these
batteries by the City of San Antonio, who experienced problems so significant with their P7100 radios that they
filed a grievance with the City Council that this was an officer safety issue.
The quality and performance of our products is of primary importance. GTS' NEOCELL technology offers
significant advantages over other products on the market which include:
Longer run times multiple shifts of operation on a single charge
Improved cycle life 850+ charge cycles vs. 500 on Nickel batteries or Lithium Ion
Lighter weight approximately half the weight of similarly rated Nickel batteries
No memory effect no need for conditioning equipment or staff hours
Wider temperature tolerances best chemistry available for environmental temperature extremes
20°C to +70 °C
Long term charged storage lowest self discharge rate...store fully charged for 10+ months
2 year warranty longest warranty in the industry
Please let me know if I can be of further assistance.
Sincerely,
Diane Wirtz
North American Sales Manager
Public Safety
Global Technology Systems, Inc. 550 Cochituate Road, Framingham, MA 01701
800.267.2711 In Europe call: 800.5390.5390 www.HoneywellBatteries.com www.HoneywellBatferies.eu