Circle City GMC/StreetGreen's Truck Service dba Circle City GMC-Mistubishi Fuso
Street Dept.
Truck Bids - 2003
Appropriation #650.01
Contract Not To Exceed $89,930.58
AGREEMENT FOR PURCHASE OF GOODS
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 Green's Truck Service dba Circle City GMC - Mistubishi Fuso("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") from Vendor using
City budget appropriation number 650.01 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.
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 Eighty Nine Thousand Nine Hundred Thirty Dollars and
53 cents(S89,930.59) (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 an
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 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 thereof.
Green's Truck Service dba Circle City GMC-Mistubishi Fuso
Street Dept.
Truck Bids - 2003
Appropriation #650.01
Contract Not To Exceed $89,930.58
WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform
to the specifications, samples and/or descriptions thereof fumished 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
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.
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.
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.
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 (I0) days after the filing thereof,
by payment or bonding, City shall have the fight to pay such lien or obtain such bond, all at
Vendor's sole cost and expense.
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.
Green's Truck Service dba Circle City GMC-Mistubishi Fuso
Street Dept.
Truck Bids - 2003
Appropriation #650.01
Contract Not To Exceed $89,930.58
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; 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; 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 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. 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.
Il.
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.
Green's Truck Service dba Circle City GMC-Mistubishi Fuso
Street Dept.
Truck Bids - 2003
Appropriation #650.01
Contract Not To Exceed $89,930.58
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 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 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:
If to City:
City of Carmel
One Civic Square
Cannel, Indiana 46032
ATTN: David Klingensmith, Director of Street Department
(with a copy to City Attorney,
One Civic Square, Carmel, IN 46032)
Green's Truck Service dba Circle City GMC-Mistubishi Fuso
Street Dept.
Truck Bids - 2003
Appropriation #650.01
Contract Not To Exceed $89,930.58
If to Vendor:
Green's Track Service dba Cimle City GMC-Mitsubishi Fuso
1401 South Harding Court
Indianapolis, IN 46217
ATTN: David T. Maloney
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:
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 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.
Green's Truck Service dba Circle City GMC-Mistubishi Fuso
Street Dept.
Truck Bids - 2003
Appropriation #650.01
Contract Not To Exceed $89,930.58
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, 2003, 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.
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 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.
[Remainder of page intentionally left blank]
Green's Track Service dba Circle City GMC-Mismbishi Fuso
Street Dept.
Truck Bids - 2003
Appropriation #650.01
Contract Not To Exceed $89,930.58
iN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By:
~tme. s Braina_rd,,Presicling Officer
Mary Ar~ Burkes_Membe.r
Date:/~--~
Lgri S.
D ~e,:....-
~embter
/
ATTEST:
DD ~e ..a Cord,~~urer
GREE/~S'~UCK SERVICE dba CIRCLE
-Mitsubishi Fuso
x'-~ii~o "' ' ature
David T. Malor~
Printed Name '
~qent
Title
FD/TiN: 35 149 5427
SSN if Sole Proprietor:
Date: P0ril 2,2003
BID, OFFER OR PROPOSAL FOR SALE OR LEASE OF MATERIALS
Dale: F e b u~r ~ 5~JL0_Q3
I. Governmenlal Unit: I~ql'd of I'uhlic ~)cks mKJ Safety or U~e C_0.y_or Canle~],ILfliana
3. Bidder (Firm): trUENESs lEK sEgVlCE ~ CIRCLE CITY [F!C-MITSUBI,~II FU~::,O
Address: 1401 SouUI tbrdir]§ Cowl
4. Telephone Nulnbm: (317) 784 3740/F~ (3 7) 788 3807 ........
BID OFFER OR PROPO
2n()3 4x4 (;re~:a$ Plc~iJiYT~ (T-~(11+-
2003 4x4 gag.Cab Pickup Trucl~ One(l)-+
2003 Tande~ Axle Truck O~assisOne(I)-+
STATE OF INDIANA)
Parion __ COUNTY )
Fa~li~ 2003 ~1~-1],~ CrewCaDqF~]~4,356.73 $24,356.73
Each: 2003 (FIC TK25903 Reg.Cab Pkup $20,072.35 $20,072.35
Ead~: 2003 (]qC TC80164/C-8500 Chass.$57,501.50 $57,~1.50
NON-COLLUSION AFFIDAVIT
to prevent any person from bidding
reference to any other bid and without any ag
reference lo such bidding.
ly, any rebate, fee, gift, commission or Ibin
by him, entered into any
id by anyone at such letling nor
made without
or any other person in
have or will receive directly or indirect-
such sale.
lnc.dba Circle City GMC-Mitsubishi Fu
Bidder (Firm)
My commission Expires:~Jul_v 17,2bX3~ _
County of Residence: hbrio]~ggQ~L,.[ndiana
ACCEPTANCE
Signature of Bidder or Age~l
ay ol 19 2003 .
Cooke Jr.
There now being sullicienl unobligaled appropriated funds available, the contracling aulhority of
(Governmenlal Unit) hereby accepts the terms of tile atlached bid for
classes or ilems numbered .......... and promises Io pay Ihe undersigned bidder upon delivery
the price quoted for tile malerials stipulaled in said bid.
Contracting Authority Members: Date:
UNIVERSAL UNDERWRITERS INSURANCE COMPANY
7045 College Boulevard · Overland Park, Kansas 66211-1523
Account# 012361-00
Bond# 246637
BID BOND
KNOW ALL MEN BY THESE PRESENTS, that we
Circle City GMC Trucks
as Principal, hereinafter called the Principal, and UNIVERSAL UNDERWRITERS INSURANCE COMPANY, a corporation
organized and existing under the laws of the State of Kansas, having its principal place of business at Overland Park, Kansas, as
Surety, hereinafter called the Surety, are held and firmly bound unto the City of Carmel, IN
as Obligee, in the penal sum of $89,930.58 Dollars, lawful money of the United States of America, for the
payment of which, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally.
WHEREAS, the principal is herewith submitting a bid for:
Three (3) Trucks less Trade-ins
THE CONDITION OF THE ABOVE OBLIGATION IS SUCH, that if the aforesaid Principal shall be awarded the contract, the
said Principal will within the period specified therefor, or if no period be specified, within ten (10) days after the notice of such
award enter into a contract and give bond for the faithful performance of the contract, then this obligation shall be null and void,
otherwise the Principal and Surety will pay unto the Obligee the difference in money between the mount of the bid of the said
Principal and the amount for which the Obligee may legally contract with another party to perform the work if the latter amount be
in excess of the former; in no event shall the liability hereunder exceed the ps~q~n~Uh~f.
PROVIDED AND SUBJECT TO THE CONDITION PRECEDENT, that ~lny suits at lawfir proceedings in equity brought or to be
brought against the Surety to recover any claim hereunder must be instituted and service/Ifad upon the Surety within ninety (90)
days after the acceptance of said bid of the Principal by the Obligee. ~ /
Signed and sealed this 2nd day of April, 2003. ~ )
~ (Principal) (Seal)
(Witness) ·
(Title)
UNIVERSAL UNDERWRITERS INSURANCE
(Surety)
y Attorney-in-Fact
(Seal)
A member of the ~ Zurich Financial Serrates Group
P10950EX F 18
ACKNOWLEDGMENT OF SURETY
STATE OF Indiana
COUNTY OF Marion
On this 2nd day of April 2003, before me personally appeared Russell A.
__~_~.~!11~, who being duly sworn, did say that he is Attorney-in-Fact of the ~
Underwriters Ins. Co.~ the Corporation described in and which executed the attached
instrument; that he knows the corporate seal of said Company; that the seal affixed to
said instrmnent is such corporate seal: it was so affixed by him and that he signed
instrument as Attorney-in-Fact/Authority of the Board of Directors of said Company and
by authority under the By-Laws of said Company.
Notary Pubflc
My Commission Expires: //_ L//-~)~,