Christkindlmarkt, Inc/Comm Rel/City is Paid $22,460.00/Market Agrees to Purchase (2,000) 2018 Carmel Christmas Ornaments from the CityAGREEMENT FOR PURCHASE OF GOODS,4
THIS AGREEMENT FOR PURCHASE OF GOODS ("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 Carmel
Christkindlmarkt, Inc., a not for profit corporation organized under the laws of the State of Indiana ("Market').
TERMS AND CONDITIONS
ACKNOWLEDGMENT, ACCEPTANCE:
Both parties acknowledge that they have read and understand this Agreement, and agree that the execution
of same constitutes acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
Market agrees to purchase Two Thousand (2,000) 2018 Carmel Christmas Ornaments (the "Ornaments")
from the City. City agrees to provide the Ornaments which are depicted in greater detail in Exhibit A, 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:
The Market shall remit Twenty Two Thousand Four Hundred Sixty Dollars ($22,460.00) to the City within 90
days of the Effective Date of this Agreement as consideration for the purchase of the Ornaments.
4. WARRANTY:
City warrants that the Ornaments sold under this Agreement will conform to those certain specifications,
descriptions and/or quotations regarding same as were provided to City by Market and/or by Market to and
accepted by City, all of which documents are incorporated herein by reference, and that the Ornaments will
be delivered in a timely, good and workmanlike manner and free from defect.
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.
DEFAULT:
In the event City: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement,
including City's warranties; (b) fails to provide the Ornaments as specified herein; or (c) fails to make
progress so as to endanger timely and proper provision of the Ornaments 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 Market specifying such failure or breach, Market shall have
the right to (1) terminate all or any parts of this Agreement, without liability to Market; and (2) exercise all
other rights and remedies available to Market at law and/or in equity.
7. 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.
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,
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Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
9. 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.
10. 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
If to Market: Maria Murphy
Marketmaster/CEO
Carmel Christkindlmarkt, Inc.
PO Box 857
Carmel, IN 46082
AND Douglas C. Haney,
Corporation Counsel
Department of Law
One Civic Square
Carmel, Indiana 46032
11. TERMINATION:
Notwithstanding anything to the contrary contained in this Agreement, Market may, upon notice to City,
immediately terminate this Agreement for cause, in the event of a default hereunder by City. In the event of
such termination, City shall be entitled to receive only payment for the undisputed invoice amount
representing conforming Ornaments delivered as of the date of termination.
12. 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.
13. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 11
hereinabove, this Agreement shall be in effect from the Effective Date through January 31, 2019.
14. 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.
15. 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.
16. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Market.
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17. ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement between Market and City with respect to the subject matter
hereof, and supersedes all prior oral or written representations and agreements regarding same. 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:
fio � 'i�f
James Brainard, Presiding Officer
Mary
Date:
Lori S.atso a ber
Date: _ to �3 ��
ATTEST:
KChristine S. Pauley, ler Tr surer
V Date: 16
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CARMEL CHRISTKINDLMARKT, INC.
By:
Authorized Signature
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Printed Name
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Title
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Date: 0 C11131 -),0l X
B E /� O A 1 Job#: 60114-3 sketch Screen print colors: NMS 1: 2130 Blue
/"1 � �J PMS2: 871 Gold
PMS3: 349 Green
I% Dimensions: W-3.33" x H-2.48" PMS4: Black
PMSS: Off -White
D E S I G N Designer. SN PMSG: 207 Dk.Red
Forming: 2D design: Dap -back, assemble front PMS7: 101 Yellow
By ChoniArt PMSG: White
PMS9: Glitter
7-7