Spec. Rescue Int'l/CFDSpeci Redcue l. nt'l
Fire Dept. - 2005
Appropriation #570.03 P.O. # 12368
Contract Not To Exceed $10,836.15
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
APPROVED AS TO FORM 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 Spec. Rescue International ("Vendor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has r~ad and understands this Agreement, and agrees that its
execution of same constitutes its acceptance of all of the Agreement's terms and conditions.
¸2.
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using
City budget appropriation number 570.03 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:tprice for the Goods and Services to be provided to City
' hereunder shall be no more th~n Ten Thousand Eight Hundred Thirty-Six Thousand and
Fifteen Cents ($10,836.15) (t~he "Estimate"). Vendor shall submit an invoice to City no
more than once every thirty (39) days detailing the Goods and Services provided to City
within such time period. City ~hall 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 attac'hed Exhibit B, and Vendor has otherwise performed and
satisfied all the terms and conditions of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total
.... cost of.,the_ Goods a:nd .Servi,ce~s provided bY- Vendor to. ~ity_h~eu~.der [o ~exceed .tl3e
Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof.
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, thatlthe 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 Ve:hdor based upon City's stated use and are fit and sufficient
for their particular purpose.
TiME AND PERFORMANCE:
This Agreement shall become effectiye as of the last date on which a party hereto 6xecutes same
("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely
manner. Time is of the essence of thi~ Agreement.
Spec. Rescue Int'l
Fire Dept. - 2005
Appropriation #570.03 P.O. # 12368
Contract Not To Exceed $10,836.15
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 th,ereto. At the time of the delivery of the Goods and Services
provided hereunder, Vendor agrees i: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,
b~ paym~n~t'~r ~hd~n~City 'sl~a]-I l~a~e the'Tight' to pay such lien or obtain such bond, 'all at
Vendor's sole cost and expense. I~
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 pr6gress so as to endanger timely and proper provision of the
Goods and Services and doe's nor correct such failure or breach within five (5) business days (or
such shorter period of time as is comrhercially 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 hereun~der, 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.
i
INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in ifull 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 an~d/or unemployment compensation act; for bodily injuries including, but
not hm~ted to, personal injury, s~ckne~s, d~sease or de~th of or to any of VendOr s agents, off~cer~,
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 w~thout thtrty (30) days prior not~ce to C~ty. Vendor shall ~ndemmfy 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 C [y 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 lira, ired 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
Spec. Rescue Int'l
Fire Dept. - 2005
Appropriation #570.03 P.O. # 12368
Contract Not To Exceed $10,836.15
obligations shall survive the terminati~m 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 mdemntfy and hold harmle~ss 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 terminati6n of this Agreement.
11.
NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors s~hall comply_with all laws of the United States, the State of Indiana and City
prohibitir~g ~s~hmin~ttion against ah~ empfo~Tee, al~piiCant 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.
12.
NO IMPLIED WAIVER:
The failure o~ 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 o? any provision of this Agreelnent 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 her~.ein shall be the full and maximum compensation and monies
r~luire~t of City ~o be l~ai~l-to ~r~t~r i~n~e~- -of~p'u'rs~a-nt tO ~t~i~ xgr~e~n~flt.. ......
15.
GOVERNING LAW; LAWSUITS:
This Agreement is to be construed irt 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 tn 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 invaiid or unenforceable under any statute, regulation, ordinance,
executive order or other rule of law Isuch 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.
Spec. Rescue Int'l
Fire Dept. - 2005
Appropriation #570.03 P.O. # 12368
Contract Not To Exceed $10,836.15
17.
NOTICE:
Any notice provided for in this Agree, merit 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 i:
One Civic Square
Carmel, Indiana 46032
ATTN: Douglas Callahan, Chief, Fire Dept.
Douglas C. Haney, City Attorney
?epartme~nt of ~aw
One Civic Squ~re
Carmel, Indiana. 46032
If to Vendor:
Spec. Rescue International
2697 International Parkway, Building
Suite #198
Virginia Beach~ VA 23452
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be
effective if given orally, as long as wOtten notice is then provided as set forth hereinabove within
five (5) business days from the date o( such oral notice.
18.
TERMINATION:
18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon
notice to Vendor, immediatelyl 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 ?eceive 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, t~nless 1~I~ partii~s hhv~ previously agree~d in writing to a greater am0dnt. ~
18.2
Either party hereto may termihate 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 th'e undisputed invoice amount of conforming Goods and
Services delivered as of the d~e 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 tda 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
Spec. Rescue Int'l
Fire Dept. - 2005
Appropriation #570.03 P.O. # 12368
Contract Not To Exceed $10,836.15
additional goods and services to Cit~y. When City desires additional goods and services from
Vendor, the City shall notify Vendor i~f 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 suqh 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 purcrase of additional goods and services shall be
numbered
and
attached hereto in the order in which they are approved by City.
21.
TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph
18 hereinabove, this Agreement shall be in effect from the Effective Date through December 31,
2004, and s.hall, on the first day of each January thereafter, automatically renew for a period of one
(1) calendar year, unless otherwise ag,r, eed 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 thts Agreement nor hm~t, expand or otherwise alter the meanmg of any prowsmn hereof.
23.
BINDiNG EFFECT
The parties, and their respective offic,ers officials, agents, partners, successors assigns and legal
representatives, are bound to the othei' with respect to all of the covenants, terms, warrantms and
obligations set forth in Agreement.
24.
NO THIRD PARTY BENEFICIARIE~S
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 6f counsel throughout the negotiation of this A~eement, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
26.
ENTIRE AGREEMENT:
This Agreement, together with any ekhibits attached hereto or referenced herein, constitutes the
entire agreement between Vendor ~nd 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 I6 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 ex~ecuted by both parties hereto, or their successors in interest.
Spec. Rescue lnt'l
Fire Dept. - 2005
Appropriation #570.03 P.O. # 12368
Contract Not To Exceed $10,836.15
IN WITNESS WHEREOF, the parties heretolhave made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
SPEC. RESCUE INTERNATIONAL
By:
James Brainard, Presiding Officer
l~Iar3(Ann Jg't ~e,
Date:
Loft
S.[Wats9rf, ff/lember.
Date:
ATTEST:
DD ~en..a Cordra~/~~-Treasurer
Authorized Signature
Printed Name
Title ! '
FID/TIN: o,~-~ - o.~ 7.5- 7~'2 5'-
SSN if Sole Proprietor:
Date:
S ~andra M. johnson,
Deputy Clerk for
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