Ham. Co. Humane Soc/CPD APPROVED AS TO
AGREEMENT FOR PURCHASE OF GOODS AND SERVICi~R~ BY: ~
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 the Humane Society for Hamilton County, Inc., an Indiana not-for-profit
corporation ("Vendor").
TERMS AND CONDITIONS
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.
PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") described in
attached Exhibit A, and Vendor agrees to provide same and to otherwise perform the requirements
of this Agreement by applying at all times the highest professional and technical standards.
3. PRICE
a.
AND PAYMENT TERMS:
The total price for the Goods and Services contemplated herein for the year 2001 shall be
no more than $26,000.00, paid at the rate of $161.00 per animal accepted b Vendor from
City, and shall be paid from City budget appropriation number 67~'y funds.
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 (30) 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, and are
submitted on an invoice that contains the information contained on attached Exhibit B.
Subject to the above, if the undisputed invoice amount is not paid within thirty (30) days of
its receipt by City, Vendor shall so notify City. If such amount as is not disputed is not
thereafter paid within ten (10) business days from the date such notice is received by City,
then a late charge in a sum equal to one percent (1%) of such unpaid and undisputed
invoice amount shall accrue and be immediately due and payable by City to Vendor as a
separate debt for each month it remains unpaid.
Vendor agrees to provide City, in writing, and on or before the first day of December of
each year in which this Agreement is in effect, with its estimate of the total cost for the
Goods and Services that will be provided by Vendor to City pursuant to this Agreement
during the immediately succeeding calendar year. City shall not be liable for the cost of
any Goods and Services provided during a calendar year in excess of Vendor's estimate of
that year's total cost for same, unless City has previously agreed, in writing, to pay Vendor
an amount in excess of this stated amount.
All boarding charges levied by a court of law and received for animals held at the
Vendor's shelter pending court action initiated by the City shall be paid to Vendor, and
shall not be a credit towards sums owed by the City under this Agreement. Vendor shall
retain all contractual payments, donations and other monies it receives from any source
and City shall not be entitled to credit for such receipts. Such monies shall include any
adoption fees and any boarding and impoundment fees which Vendor may charge an
owner of any animal, which has been impounded in Vendor's shelter. Any impoundment
fee shall be reasonably related to the cost of record keeping and care incurred thereby.
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.
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. Vendor shall indemnify and hold harmless City from and against
any and all liabilities, losses, claims, costs and expenses, including, but not limited to, attorney
fees, incurred by City in connection with any such lien and/or the removal thereof. This
indemnification obligation shall survive the termination of this Agreement.
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, files, or has filed
against it, a petition for 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; (2) obtain, upon such
terms and in such manner as City deems appropriate in its sole discretion, the same or similar
Goods and Services which were to be provided to City by Vendor, and Vendor shall be liable to
City for any excess costs of the City in obtaining same; and (3) exercise any other rights or
remedies as are available to City at law and/or in equity.
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 and for bodily injuries including, but
not limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers,
employees, contractors and subcontractors. The coverage amounts shall be no less than those
amounts set forth in attached Exhibit C. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to,
reasonable attomey 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
10.
11.
12.
13.
Agreement. 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.
GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all present and future 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.
NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all existing and future 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 or privileges of employment, or to 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. City reserves the
right to collect a penalty as provided in iC 5-16-6-1 for any person so discriminated against.
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.
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.
RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and Vendor and
all of its officers, employees, contractors, subcontractors and agents are not and shall not become
employees of City, and the sole responsibility to pay same all statutory, contractual and other
benefits shall remain exclusively with Vendor. 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.
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
14.
15.
16.
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.
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.
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 Camel
One Civic Square
Camel, Indiana 46032
ATTN: Joe Staehler
(with a copy to City Attomey,
One Civic Square, Camel, 1N 46032)
If to Vendor:
Humane Society for Hamilton County, Inc.
18102 Cumberland Rd.
Noblesville, IN 46060
ATTN: Cynthia Ramsey
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
ten (10) business days from the date of such oral notice.
TERMiNATION:
18.1 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 sum of $26,000.00 unless the parties
have previously agreed in writing to a greater amount.
16.2
Either party hereto may terminate this Agreement at any time upon thirty (30) days prior
notice to the other party. 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, not to exceed the sum of $26,000.00
absent prior written agreement by and between the parties hereto.
1N 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
Humane Society for Hamilton County, Inc.
18102 Cumberland Rd.
Noblesville, IN 46060
By:
James Brainard, Presiding Officer
Date:
Date:
ATTEST:
By: ~~ey
Autho;ized Signature~
Printed Name
Title
FID/SSN:
Date:
Vendor shall perform shall perform the following services for City in the following manner:
a)
Operation of the Animal Shelter. Vendor shall operate the Animal Shelter and its
respective animal programs according to applicable law and according to humane
principles set forth by the Humane Society of the United States or the American Humane
Association, to the degree possible with the facilities and funds available.
h)
Proper Housing. Vendor shall make the Animal Shelter available to City during normal
business hours and shall provide access at other times in cases of emergency for the proper
housing of all lost, stray, abused, or homeless animals which are delivered to the shelter by
Animal Control Officers or by City pursuant to the Agreement.
To: Christine Altman, Hamilton County Council
From: Cynthia Ramsey, Executive Director
Humane Society for Hamilton County
Breakdown of costs per animal as of August 15, 2000:
$ 4.37 Vaccines
1.30 Worming
4.62 Food
6.49 Parasite treatment
2.22 Rendering service*
3.79 Euthanasia Drugs
6.97 Heartworm test (Dogs only)
8.33 FELV (Cats only)
128.25 General costs towards health
maintenance/care per animal
(Includes utilities, labor, insurance,
taxes, computer, kennel supplies,
medical supplies,steficycle,
Controlled substance licenses (State
& Federal), maintenance repair,
equipment, office supplies and
education. Minimum length of stay
is 7 days.
Total for dogs = $161.06
Total for cats = $162.42
*Rendering services through National By-Products Rendering Service has notified all
Indiana small animal facilities that they will no longer accept small animal carcasses
beginning September 8, 2000, We are researching our options and this fee could increase
up to $8.20 per animal.
18102 CUMBERLAND RD.
NOBLESVILLE, IN 46060
PHONE: 317-773-4974 FAX: 317-773-2131
www.hchs.net
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
EXHIBIT B
Professional Services Invoice
Date:
Project Name:
Invoice No:
Person
Performing
Service
Service Services Provided
Date (Describe in detail in
tenth hour units)
Hourly Hours
one- Rate Worked
Total
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Statutory Limits
Employer's Liability:
Bodily Injury by Accident:
Bodily Injury by Disease
Bodily Injury by Disease
$100,000 each accident
$ 500,000 policy limit
$100,000 each employee
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
$ 500,000
$ 500,000
Personal & Advertising Injury
Limit:
Each Occurrence Limit:
Fire Damage (any one fire):
Medical Expense Limit
(any one person):
$ 500,000
$ 500,000
$ 50,000
$ 5,000
Comprehensive Auto Liability
Owned, hired and non-owned
Bodily Single Limit:
injury and property damage
each accident
$ 500,000
Umbrella Excess Liability
Each occurrence and aggregate
Maximum Deductible
$ 500,000
$ 10,000
Profcssional Rcsponsibility Insurance:
-Pcr Occu. c~ce: $ 500,000--
Aggregate: $ 500,000'
Uifi,y Carreel
Police Department
~CIVIC SQUARE
CARMEL, INDIANA 46032
ORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
O1
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
35-6000972
contract
PURCHASE ORDER NUMBER
5958
THIS NUMBSR MUST APPEAR ON INVOICES, AJ~
VOUCHER, DELIVERY MEMO, PACKING SLIPS
SHIPPING LABELS AND ANY CORRESPONDENCE.
DESCRIPTION
SHIP
VENDOR Humane Society £or Eamiiton County TO
18102 Cumberland Road
Noblesville, IN 46060
City of Carmel Police Department
3 Civic Square
Carmel, IN 46032
NFIRMATION
QUANTITY
BLANKET CONTRACT RAYMENTTERMS
rUNIT OF MEASUREI DESCRIPTION
FREIGHT
[ UNIT PRICE I EXTENSION
payment for stray animals - contract
25,400.00
PLEASE INVOICE IN D LICATE
DEPARI'MENT J ACCOUNT I PROJECT t PROJECT ACCOUNT J AMOUNT
lll0 575 - dog pound services PAYMENT
/]~ 7 CANNOT BE APPROVED FOR PAYMENT UNLESS THE
, SHIP PREPAID. * THIS APPR IA~ON SUFFICI~T
SHIPPING ~BELS.
· ~ISORDERI~UEDINCOM~IA~EW~HC~ER~,A~81~ TITLE Ch~e~ o~ ~oZ~ce
AND A~8 ~ENDATORY THSR~F ~D SUPPLBME~ ~ER~O.
)OCUMENT CONTROL NO. 0 5 9 5 8 CLERK-TREASURER
March 13, 2001
Ms. Cynthia Ramsey
HUMANE SOCIETY FOR
HAMILTON COUNTY, INC.
18102 Cumberland Road
Noblesville, IN 46060
Dear Ms. Ramsey:
On February 7, 2001, the Board of Public Works and Safety approved a contract to do business
with your company. Enclosed is a fully executed copy of the Agreement for your records.
Please review the attached sample invoice, Exhibit C of the contract. You do not need to use this
specific form, but we require you to submit the requested information in a similar layout. This
format replaces any other form previously used by the City and is effective upon approval of your
contract.
If you have any questions or concerns, please do not hesitate to contact me at 317.571.2413.
Sincerely,
COPY
Carrie A. Gallagher
Deputy Clerk-Treasurer
Enclosure