Process Heating Company/StreetProcess Heating Company
Street Dept.
Electrically Heated Trailer Mounted Asphalt Patcher
Appropriation #660
Contract Not To Exceed $21,540.00
A, p ROV,E. Oo,.A$10
FORM IY._L..q:_---
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 Process Heating
Company(' '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 660 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 Twenty One Thousand
Five Hundred Forty Dollars ($21,540.00) (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 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.
Mod/goods&servs/street dept/03/21/03 1
Process Heating Company
Street Dept.
Electrically Heated Trailer Mounted Asphalt Patcher
Appropriation #660
Contract Not To Exceed $21,540.00
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 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
(10) 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 fight to (1) terminate all or any parts of this Agreement, without liability
to Vendor; and (2) exercise all other fights and remedies available to City at law
and/or in equity.
Mod/goods&servs/street dept/03/21/03 2
Process Heating Company
Street Dept.
Electrically Heated Trailer Mounted Asphalt Patcher
Appropriation #660
Contract Not To Exceed $21,540.00
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, 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 ail such insurance policies, shall promptly provide City, upon request,
with copies of ail 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 shail 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.
Mod/goods&servs/street depff03/21/03 3
Process Heating Company
Street Dept.
Electrically Heated Trailer Mounted Asphalt Patcher
Appropriation #660
Contract Not To Exceed $21,540.00
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 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 role 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
Carmel, Indiana 46032
ATTN: David Klingensmith, Director of Street Department
(with a copy to City Attorney,
One Civic Square, Carmel, 1N 46032)
Mod/goods&servs/street dept/03/21/03 4
Process Heating Company
Street Dept.
Electrically Heated Trailer Mounted Asphalt Patcher
Appropriation #660
Contract Not To Exceed $21,540.00
If to Vendor: Process Heating Company
P.O. Box 84585
Seattle, WA 98124-5885
ATTN: Ron Jay, Vice President
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.
Mod/goods&servs/street dept/03/21/03 5
Process Heating Company
Street Dept.
Electrically Heated Trailer Mounted Asphalt Patcher
Appropriation #660
Contract Not To Exceed $21,540.00
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.
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
Mod/goods&servs/street dept/03/21/03 6
Process Heating Company
Street Dept.
Electrically Heated Trailer Mounted Asphalt Patcher
Appropriation #660
Contract Not To Exceed $21,540.00
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]
Mod/goods&servs/street dept/03/21/03 7
Process Heating Company
Street Dept.
Electrically Heated Trailer Mounted Asphalt Patcher
Appropriation #660
Contract Not To Exceed $21,540.00
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:
rainard,~Presi~ling Officer
Date: ~t//~'/'~ '~ ~
M~y An~o~ke,, ~embex
Date: ~--/ >~
~ri ~at~l ,m)er
Date~ q ,b]o~
Diana Cordray, IAMC, ~erk-Treasure
Date:
Process Heating Company
Authorized Sign/ature
Printed Name
Title
FIDrriN: q I- 2Z 2-
SSN if Sole, Prqprietor:
Date: 4-~ 2_//5'L
I t
Moddgoods&servs/street dept/03/21/03 8
Pr'ocoss Hcatzn ,
C orrip any. _I_ n c__:
IVlonday, March 10, 2003
David Klingensmith
City of Carmel
Street Department
211 2~d Street SW
Carmel, IN 46032
BID#Q200303-12
Dear David,
Thank you for the opportunity to BID our "PATCH KING" 3 cu yd (4.5 tons) Trailer Model PK30T asphalt patcher.
Process Heating Company has been manufacturing asphalt patching equipment for over twenty five years. We have
enclosed a brochure that has a specification sheet for your review. This model is designed to carry 3 cu yards of asphalt
patching material with the capability of mai0taining !50 to 350 deg. F. with a safe and reliable all electric heating system.
The "PATCH KING" is well insulated due to our experience with heating systems and heat loss on asphalt storage tanks.
The product utilizes an open coil design "LO-DENSITY" electric heating eiement that will not carbonize or "coke" the
asphalt, as it dissipates less than one watt per square inch on the interior surface Our heating systems are the simplest.
safest, most effective, of any heated asphalt storage container on the market today, as you will have quality mix to do
quality patching repair. We offer a 5 year warranty ,an our heating elements and with over 25 years experience building
Patch-King and hundreds of units in service we have never had to replace an open coil-heating element,
. t~-30T Lo-Density electrically heated tl'ailer mounted asphalt patcheV cu yd (4.5 tonsl pacify, 'lUkV'V' heal. evenly spaced throughoui bu~u,,,, ~;d6 8nd 3nd ~^~ and discharge gates·
U.L. listed control panel housing control thermostat, contactors, load fusing, lights, switches, and
power receptacle. Storage unit measures approx. 84" long x 60" wide by 60" high. Two top
loading doors 30" wide by 84" long. One rear discharge doors measure 48" wide by I8" tall. Unit
is fully insulated and will retain 90% of its heat in an 8-hour work shift.
Price: $ 21,540.00
1-T~mc C~ck4:~'~,~-~ie 7 day ,;imer for preheath~g P,~:.cl-, :(.:,,~g.
FOB Carmel Street Dept.
Price: $ ~=n nn_-...
Process Heating Company's reputation in the asphalt industry should assure you of quality product of the highest
standards. Feel free to call us or use our FAX number. (206) 682-1582 to answer any questions you might have.
Sincerely,
PROC, ESS HEATING COMPANY
Ron Jay ,
Vice President
{~*l~l~Lll: i[l{~tlil't'L(I I)r()ct'ssJl('21[il]~,~'OIl] \\~.'t} Si({': ~'~'%'¢'2t I'{}C£'ssht';llin~,coI]l
ACORD. CERTIFICATE OF L ILI INSURANCE
INSURED
04/01/03
Seattle Insurance Agency, Inc.
2414 S.W. Andover Street, Suite E-130
Seattle, Washington 98106-1160
Process Heating Company, Inc.
2732 3rd Avenue South
Seattle, WA 98134-1983
ONLY AND CONFERS NO RIGHTS UPON THE CERllFICATE
HOLDER. THIS CERltFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW.
COMPANIES AFFORDING COVERAGE
, coM~w Norlh Pacific Insurance Company
COMPANY
C~C~ CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE
FOR
THE
POMCY
PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO N.L THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. EMITS SHOWN MAY f'IAVE BEEN REDUCED BY PAID CLAIMS.
-- I ~c~e~'ec~ I
O01 15 38 10 08/13/02
08/13~02
W~A Stop GaD
GARAGE UABILITY
C01 15 38 10
~0~)_,000
~ .000
1,000,000
1,000,000
100,000_
5.000
All operations of or on behalf of the insured for the certificate holder.
cERTIFICATE HOLDER
City of Carmel
Attn. David Klingensmith
211 Second Street S.W.
Carmel, IN 46032
ACORD 25.6 (lt95)
Seattle Insurance Agency, Inc.
e ACORD CeRPORATION t988