American Industsrial Serv/Util American Industrial Services l D 0/�3/� Dae 6/
Utilities Dept. -2002 L T�Q
Appropriation#01-736H-08; P.O. #S07574
Contract Not To Exceed $60,000.00
APPROVED, AS TO
FORM BY:aCe
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 American Industrial Services ("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") described in attached
Exhibit A from City budget appropriation number 01-736H-08 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 professional and technical 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 Sixty Thousand Dollars ($60,000.00) (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 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. Subject
to the above, if the undisputed invoice amount is not paid within sixty (60) days of its
receipt 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 due and payable by City to Vendor as a
separate debt for each month it remains unpaid.
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 of the
Estimate.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to
the specifications, samples and/or descriptions thereof furnished to Vendor by City and/or by
Vendor to and accepted by City, that the Goods and Services will be delivered in a timely, good
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American Industrial Services
Utilities Dept. -2002
Appropriation#01-736H-08; P.O. #S07574
Contract Not To Exceed $60,000.00
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.
-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 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 furnish to City sufficient written warning 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. 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.
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, 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.
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American Industrial Services
Utilities Dept. -2002
Appropriation#01-736H-08;P.O. #S07574
Contract Not to Exceed$60,000.00
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 and reasonably acceptable to City,
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 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.
10. 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.
11. NONDISCRIMINATION:
Vendor represents and warrants that it an 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 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. City
reserves the right to collect a penalty as provided in IC 5-16-6-1 for any person so discriminated
against.
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2]
American Industrial Services
Utilities Dept. -2002
Appropriation#01-736H-08; P.O. #507574
Contract Not To Exceed $60,000.00
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 as collateral for a loan or otherwise,
and shall not delegate its obligations under this Agreement without City's prior written consent.
14. 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.
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 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.
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:
CITY: VENDOR:
City of Carmel American Industrial Services
One Civic Square 8500 Georgetown Road
Carmel, Indiana 46032 Indianapolis, Indiana 46268
ATTN: John Duffy, Director of Utilities ATTN: 4p54.o4 L. `pEA2C
(with a copy to City Attorney,
One Civic Square, Carmel, IN 46032)
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American Industrial Services
Utilities Dept. -2002
Appropriation#01-736H-08; P.O. #S07574
Contract Not To Exceed$60,000.00
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.
18. 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 Estimate amount in effect at the time of
termination, unless the parties have previously agreed in writing to a greater amount.
18.2 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, 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. 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 Mayor or his duly authorized representative 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.
21. TERM
Subject to the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall
be in effect from the Effective Date through December 31, 2002, 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.
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American Industrial Services
Utilities Dept. -2002
Appropriation#01-736H-08; P.O. #S07574
Contract Not To Exceed $60,000.00
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.
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 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 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.
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American Industrial Services
Utilities Dept. -2002
Appropriation#01-736H-08; P.O. #507574
Contract Not To Exceed $60,000.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA AMERICAN INDUSTRIAL SERVICES
by and through its Board of Public
:Works and Safety
By. By.
0 Ammo,
ames Brainard, Presiding Officer AulSignature
Date: 7 3/- 0 9,
1 _ ,� C��vV ram, CREGoR�/ L. SPE A2S
�'/(�/ �5 � Printed Name
MaryC Burke, Me}mnber
Date: - -3/-0Q OIv12,o"J /71An/R6Q
Title
, Member FID/TIN: 35- 1770 099
Date:
SSN if Sole Proprietor:
ATTEST:
Date: 7/2z/02
n6e74% ,
iana Cordray, IAMC, Clerk-Treasurer
Date: 1/3//O L
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0I D0� HOUSEHOLD HAZARDOUS WASTE DISPOSAL
OSAL
.( COST UNIT COST
'
Transportation Charges L $125.00 per Trip
$30.00 pe- Hour
Labor
Testing, Analytical & Sampling
Fuel Surcharges
SUPPLIES
55 gallon steel drums - $24.00/Ea;A
$32.00/Each 32,00/Each
30 gallon poly drums
20 gallon poly drums 32. 0/Each
5 gallon poly drums
Other Flurourescent bulb containers I tin on `
Vermiculite (packing material) (Loose packs do not 'require pac inR materia )
20 Yard roll-off dumpster
Landfill
(for loose pack latex paint) - ;100/month
A. Dumpster rental charges $100/month
B. Disposal (Latex/Acrylic Paint) $30.00/tact
00/ton
C. Liners for dumpster $35.00/lLoad
D. Transportation of Roll-off to Disposal site
PAINT
Latex paint (loose packed) Landfill $130.00/55 Gal Drum
Latex paint (bulked) Landfill $80.00/55 gal Drum
(Bulk) Fuels Blend $130.00/55 Gal Drum
Flammable paint medium viscusity
Flammable paint heavy viscusity (Loose Pack) Fuels Blend $240.00/55 'Gal Drum
Aerosol paints Fuels Blend $195.00/55 Gal Drum
Aerosols: Degreasers, cleaners, lubricants, Fuels Blend $195.00/55 Gal Drum
household sprays
Aerosol Tire Inflators, Foam materials, etc Tn�ina=-tioa $4-.RSP—
BULKED FLANINIABLES l Fuels Blend I ;85.00/Dru
Gasoline, other fuels l Less than Solids
Thinners, solvents. etc.
Motor Oil I FTpis Rlpnd I ;n 9c/cal I I
1000 Gal min. Pick-up I
Antifreeze I Recycle I $0.60/Gal
500 Gal min. Pick-up
Toxic Liquids: Herbicides, pesticides, I Incineration I;530.00/55 t'1eal Drum I
Insecticides, Poisons f
Toxic Solids: Herbicides, Pesticides, I Incineration I;530.00/55 IGal Drum I
Insecticides, Poisons
Oxidizers, liquid and solid fertilizers, certain Incineration I;530.00/55 G Drum I
cleaners, etc. �"I hal
I l L
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7n07_T ,r_ Irr.v01
• • , TREATMENT COST UNIT COST
Acids, liquid and solid cleaners, drain Neutralization $220.00/55 Gal Drum
openers, photo chems, muriaticacid, etc.
LAB PACKS
55 gallon drums
30 gallon drums
20 gallon drums -
5 gallon drums
FLUORESCENT BULBS
1'-4' bulbs (straight) Recycle $0.50/Lamp
6'-8' bulbs $O.95/Lamp
U-shaped bulbs $0.95/Lamp
Mercury Liquids Recycle $6.50/PounL
Mercury switches, thermometers $4.00/Pouna
Elemental mercury $6.50/Pounce
Propane cylinders 20# (gas grill) . purge/Ferycla $65 nn/Farb
Propane cylinders (hand held) Purge/Recycle $15.00/Each
Items Not Listed Above
Auto Batteries (Lead Acid) Recycle $0.15/Pound
Small Household Fire Extinguishers Recycle $15.00/Each
119 2et2
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EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability Statutory Limits
Employer's Liability:
Bodily Injury by Accident/Disease: $100,000 each employee
Bodily Injury by Accident/Disease: $250,000 each accident
Bodily Injury by Accident/Disease: $500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations): $500,000
Products/Completed Operations: $500,000
Personal & Advertising Injury
Policy Limit: $500,000
Each Occurrence Limit: $250,000
Fire Damage (any one fire): $250,000
Medical Expense Limit(any one person): $ 50,000
Comprehensive Auto Liability(owned, hired and non-owned)
Bodily Single Limit: $500,000 each accident
Injury and property damage: $500,000 each accident
Policy Limit: $500,000
Umbrella Excess Liability
Each occurrence and aggregate: $500,000
Maximum deductible: $ 10,000