Konica Minolta Business/CFDKonica Minolta Business Solutions U.S.A., Inc.
Fire Dept - 2005
Appropriation #515.01 P.O.# 12369
Contract Not To Exceed $3,961.00
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 Konica Minolta Business Solutions U.S.A, Inc. ("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 515.01 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 Three Thousand Nine Hundred Sixty-One Dollars
($3,961.00) (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.
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.
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.
Konica Minolta Business Solutions U.S.A., Inc.
Fire Dept - 2005
Appropriation #515.01 P.O.//12369
Contract Not To Exceed $3,961.00
7.
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 tbe 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 furnisb 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 right 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 previsio, n 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.
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, bul
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 amonnts 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 ham~less
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
Konica Minolta Business Solutions U.S.A., Inc.
Fire Dept - 2005
Appropriation #515.01 P.O.# 12369
Contract Not To Exceed $3,961.00
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 harn~less 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.
ll.
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.
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 other~vise,
and shall not delegate its obligations under this Agreement without City's prior written consent.
14.
RELAT1ONSHIY 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.
Konica Minolta Business Solutions U.S.A., Inc.
Fire Dept - 2005
Appropriation #515.01 P.O.# 12369
Contract Not To Exceed $3,961.00
17.
18.
19.
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: Douglas Callahan, Chief, Fire Dept.
Douglas C. Haney, City Attorney
Department o£ Law
One Civic Square
Carmel, Indiana 46032
If to Vendor:
Konica Minolta Business Solutions U.SA., Inc.
3719 W 96th Street
Indianapolis, IN 46268
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.
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 ora 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.
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.
Konica Minolta Business Solutions U.S.A., Inc.
Fire Dept - 2005
Appropriation #515.01 P.O.# 12369
Contract Not To Exceed $3,961.00
20.
21.
22.
23.
24.
25.
26.
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.
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 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.
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.
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.
NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
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.
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 ~vritten 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.
Konica Minolta Business Solutions U.S.A., Inc.
Fire Dept - 2005
Appropriation #515.01 P.O.# 12369
Contract Not To Exceed $3,961.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as folloxvs:
CITY OF CARMEL, INDIA
by and through its Board of Public
Works and Safety
By:
.lames Brainard, Presiding Officer
[~ate:,
Mary Anr3/Burke, ~v~$.Blo3~r.~ z~_...~
Date:
Date:
ATTEST:
~ ~ -- S~ndm~. Johnson~
/ /
KONICA MINOLTA BUSINESS SOLUTIO
U.S.A., INC.
Printed Name
Title
SSN if Sole Proprietor:
Date: '~ 1~4 I I:~
KONICA MINOLTA
KONICA MINOLTA BUS/NESS
SOLUTIONS U.S.A., iNC,
3719 W 96TH ST
INDIANAPOLIS IN 46268
*Place your service cello, motor reade
end order supplies on lira with MyKMBS.eom.
AA your Sales or Sery. i.,cd_l representative for more details.*
'CARMEL[CARMEL FIRE. DEPT/CITY OF
JEAN JUNKER I
2 CARMEL CIVIC SQ
CARMEL 1N 46032
CARMEL FIRE. DEPT~ CITY OF
CARMEL '
JEAN JUNKER
2 CARMEL CML SQ
;ARMEL IN 46032
i Oty
Serial no. :, 310-600
313357
31001669
MAINTENANCE AGREEIVIENT
Numl:er/Date: 41176233 / 12/09/2004
Reference number/rate:
Commencement Meter:
MIA Motet ~x!pirati0n:
Sales LoCation.: KMBS INDIANAPOLIS
'Palmer number: 149242
YalidPt¥ I~ri~d: 01/04/2005 tO 01/03/2006
Volume: 205,000
~tion
Prloe Price unil Valuo
1156315 ' EP$00OCOPIER '
4002311 DI550 COPIER (NO LONGER AVA
4396311 D17210 DIGITAL PRINTERdCOPIE
0001301 7670999202 ! Service Supply Contract - Digital
EA 3,961.00 USD
NOTE:' ONE'. COPY IS COUNTED FOR EACH 8.5 X H INCH IMAGE
Under the itc
will be entitl,
black starter
· toner usage ~
staples, Cus
used within ~
additional to
ll~ms tothl
Tax TotEI
FinAL AMOUNT
,ns of this program, customers purchasing this agreement,
to labor, transportation costs', all replacement parts,
].maginl~ nnits as required and black toner based on 6%
trio and namber of copies purchased, excluding paper and
amer may renew agreement when the copies purchased are
agreement period. CustOther also may ne&l to purchase
er based on customers application.
3,961.00
3,961.00
0.00
3,961.00
~ / PLEASE READ REVERSE SIDE OF AGREEMENT FOR ADDITIONAL TERMS AND CONDITIONS. ~
IV MBS, a KO. NflC ,A MINOLTA .~J$1NE~ SOLUTIONS U;S.A., INC. (;ornpeny ~
~C~omer Signature ~ KMBS Service Rep ~ · ~ ~%~
[ [ Tt e KMB~ Semite Me~ger bate ~.
This AGREEMENT MUST BE RETI
COMMENCEMENT METER READI
Agreement.
~O0t~O0"<t
IiqNED ALONG WITH PAYMENT tO the Service Locaa~n §sled above. Pleaaa bo sure to ento~ the
and add STATE and LOCAL TAXES to part, ant. AUTHORIZED SIGNATUR~ Is required to oroceee thJa
EQU 'PMENT MA{NTENANCE TEEMS AND CONDITIONS
11.
12.
Konica Mineita Bus[hess ~olutiona U,S.A,, inc. (hereinafter "KMBS"), agrees to perform maintenance service wkh respect
t? equipment in aocerdenia with the follow~r~g terms and conditions.
Only authorized K~viBS reonnel may' make modifications to the Agreement.
This order is subject to oeptanoe only by an authorized representative of KMBS. Notice cf acceptance is hereby waived
by customer.
THE EQUIPMENT MUS'~ BE IN GOOD CONDITION ON THE COMMENCEMENT DATE OFTHIS AGREEMENT.
KMS$ CHARGES FOR ~ ARTS AND LABOR REQUIRED TO PLACE THE EQUIPMENT IN SUCH CONDITION UNLESS
COVERED UNDERAN¥ &.PPLICABLE WARRANTrES ORACONTIN[OUS MAINTENANCE AGREEMENT. KMBS
WILL INVOICE THE CU,~TOMER AND THtS WiLL BE IN ADDITION TO THE PRICE SET FORTH ON THE REVERSE
SIDE HEREOF.
Maintenance and other c those tn effect at the time this agreement was accepted by KMBS ar en the date of
each renewal. Equipme~ ~t maintenance service during warranty pedcd shall be provided at ne charge to the customer.
Payment is due within ' ='fy (30) days from the dato o¢ the invelce. Should the customer fait to make ar.y payment due
hereur~lar, irrso~vent or ~e a party to cr eoquieac~ ~n any bankruptcy ar re~[ver~h'[p proceeding or aey
similar action affecting t s affairs ar prapedy of Custsmer, KMES may (1} refuse IQ continue to service the equipment or
(2) furnish service on a travel and material basis, without prejudice tc any other remedies KMSS may have,
be performed under this Agreement shall be performed at a time or times determined
by KMBS and same time as service calls,
Necessa~ service cell~,sedermad dur ng normal business hours are included in t~e Agreement price. Overtime charges
at KMBS [hen current rl~ite shall apply end be invoiced far ell service caIIs mede outside normal business ours. Normal
businees I~ou:~ shall m~an 8:30 em to 5'.00 PM Monday through Friday exclusive of holidays.
This Agreement does--dot cover service necees{tated by melfuncticn='" of parts and/er attachments ef non-M[holte
manufacture or by use ~f operating aupplies such as paper end tar, er not compatrble with ti~e equipment.
Ihorizatien, this Agreement shell not apply to any equipment which ceases to be at the customer
· e reverse side hereof or is damaged lhraugh accident, abuse, misuse, theft, neglect acts of third
.lally er arly ether natural force.
Wlthout prier written at
location described on t
parties, fire, water, cas
S¢~e¢ificatien changes,
changes shall become
agreement by notice t{
for KMBS to continue
alterations or attachments may require a change in ~he Agreement price set forth herein. Such
effective upon notice to Customer ~y KMBS. KM@S also reserves the right to terminate this
customer if KM0$ determines teat suCh changes, alterations ar attachments make it impractical
,ervice to this equipment.
NEITHER PARTY SF ,LL HAVE ANY RIGHT TO CONSEQLIENTIAL ~AMAGE-S BY REASON OF ANY
NONPEREORMANC~i OF THiS AGREEMENT. KMSS' LIABILITY IN CASE OF NON PERFORMANCE HEREUNDER
SHALL NOT EXCEED THE PRORATED AGREEMENT PRIC~ SPECIFIED ON THE REVERSE SIDE HEREOF.
13, This agreement is no} assignable er transfera01e by customer without prior written consent of KMBS,
14. Th~s agreement cheil'be for the period of one year or the numbers of copies indicated from ,.he date set forth an the
reverse side of hereqf, whichever comes fir~..t. The customer has [he option to renew this agreement at the then prevailing
rates er be subject to~ Jerrico end supply ch,=rges ,hereafter.
15. If customer elects to t;~rm!nate this Agreement prier to its a×piration, there will be a penal~y Cargo equal to 25% of the
face value of the Agra,anent. If the unused portion is less than 25% of the face value, Customer will not be entitled to a
rafund, Ceneelletierl must be given in writing to ihe Service Location specified on the reverse side. KMBS will only
terminate the Agreerr,en[ if the Customer does not adhere to all terms and conditions end/er eon-payment,
16, RelocatiOn or make early shipment of equipment is nut covered by this maintenance agreement. This service, when
requested will be at he billable rate of KMBS.
,, T W' _"
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