Best Way of Indiana/CPD ufnir&C 12z.( ,05.02
Best Way of Indiana, Inc. APPROVED AS
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Police Dept. -2005 FORM Ry:
Appropriation#501-01 P.O.#14393
Contract Not To Exceed$480.00
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 Best Way of Indiana, Inc. ("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") 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.
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 Four Hundred Eighty Dollars ($480.00) (the"Estimate").
Vendor shall submit an invoice to City no more than once every thirty (30) days detailing l
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.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreemeni 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.
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.
•
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Best Way of Indiana, Inc.
Police Dept. -2005
Appropriation#501-01 P.O.#14393
Contract Not To Exceed$480.00
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. LI(NS:
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.
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, 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.
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 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.
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Best Way of Indiana, Inc.
Police Dept. -2005
Appropriation#501-01 P.O.#I4393
Contract Not To Exceed$480.00
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.
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,
teens, 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 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.
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Best Way of Indiana, Inc.
Police Dept. -2005
Appropriation#501-01 P.O.#14393
Contract Not To Exceed$480.00
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: Michael D. Fogarty, Chief of Police
Douglas C. Haney, City Attorney •
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Best Way of Indiana, Inc.
1128 W. 66th Street
Anderson, IN 46013
ATTN: James Thrasher, Supervisor
Notwithstanding the above, notice of termination under paragraph 18 herein below• 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.
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Best Way of Indiana, Inc.
Police Dept. -2005
Appropriation#501-01 P.O. #14393
Contract Not To Exceed S480.00
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
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,
2005, 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.
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1
Best Way of Indiana. Inc.
Police Dept. -2005
Appropriation#501-01 P.O. #14393
Contract Not To Exceed $480.00
C
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA BEST WAY OF INDIANA, INC.
by and through its Board of Public
Works and Safety
•
By: 1 By:
ti
Jame BraiLta d, Presiding Officer A horized Signature
ate: ?:)
zt...ik ._,.. - ..• 41Y-Printed Name
Mary At1 Burke, Member
Date: —D, i)l6 /tiG2
Title
Lor(S. Wa , Member FID/TIN: 305db0�
Date. l )a.1 1 ic CC
SSN if Sole Proprietor:
ATTES2 •
Date: /i�'7-o�
� Sandra M.Johnson;
1.,/,(A;6/� Deputy Clerk for
Diana Cordray, I C, Jerk-Treasurer
Date: /,}i ;IV PS
eoWLmmach2005/peIicdbsR%a JCndimil II I LW51 6
11/15/2005 06:41 FAX 7656487762 BESTWAY A-DIV I0002/003
BEST WAY OF INDIANA, INC. •
(A DIVISION) •
1128 W. 66th St. •
Anderson, IN 46013
• (765) 649.7272 •
• 1-877-507.0470
REFUSE SERVICE AGREEMENT • 2457
(NON-HAZARDOUS WASTE) RSA
•
Customer: �a � e XO ' •
Billing Address: 3 cr r-Lx •
•
Service Address: 16 o f' Napa- 4t S' a
Unit Location:
OFederal ID#: Temporary
Phone: a i)S-7/ - ,25-2 y Permanent: X •
•
SCHEDULE OF CHARGES: Day(s) of Week:
Monthly Rate: y8 � Pick Ups Per.Week: / Kc✓1e-
Extra Pickup Rate: xV/°1- Special Pick Up:
Container(s) Number: / Size: 'ref Initial Container:
Delivery Date: i/:/Y--o r Effective Service Date: /i -/Y- of'
stG NOTICE`.ALL OF THE TERMS AND CONDITIONS ON THE REVERSE SIDE OF THIS PAGE ARE PART
-T OF THIS AGREEMENT. INITIAL HERE
NOTE: ALL CONTAINERS PROVIDED TO CUSTOMER BY BEST WAY OF INDIANA, INC. ARE THE
SOLE PROPERTY OF BEST WAY OF INDIANA, INC. AND ARE PROVIDED AS A PART OF BEST WAY
OF INDIANA, INC.'S REFUSE REMOVAL SERVICE TO CUSTOMER.
TEMPORARY CONTAINERS PROVIDED BY BEST WAY OF INDIANA, INC.THATARE NOT SERVICED IR
AT LEAST ONCE EACH MONTH SHALL BE SUBJECT TO A$3.50/DAY SERVICE CHARGE.
Comment Section:
Customer Best way of Indiana, Ina. • gm
Accepted By; • By: t i '^^`o't`� a
Printed: Print/7,4",....c„,,
IC fr ex fir+yL•er 7
Idle: Title: ste/es ?Fr L
fr Date: Date: •//- /Y- oS
Approval: •
- Supervisor,
11/15/2005 08:41 FAX 7856497782 9ESTWAY A-DIV it003/003
•
FA-1
TERMS ANO CONDITIONS,This agreement is legally binding Contract end shall extend for a period of thirty-six(36)months from the Effective Date of .
service end shall be automatically renewed from year to year unless either party shall give written notice of termination(by Certified Mal)to the other at
least thirty (30) days prior to the Intended termination date.Customer may terminate only upon payment of all amounts then due Best way ofIndiana,
Inc. (-Best Way')The parties hereto agree that it Is difficult to determine the exact amount of damage which Best Way may incur should the Customer
terminate this Agreement prior 10 the expiration of the original thirty-six(36)month period or Is otherwise in breach of this agreement. Best Way shall
charge and Customer shall pay to Best Way the remainder of contract,which sum is not a penalty but rather represents the cost to Best Way of remelt- -
Ing and transporting the contalner(s)and equipment provided to the consumer.
•
pitB CUSTOMER DUTIES AND LIABILITIES,All containers used for storage of waste materials including stationary compaction units,waste material Ibad-
ing devices or such other on-site devices as may be specially necessary by end for Best Way to provide waste disposal services for Customers shall be
equipment provided by Best Way and said equipment provided is solely for Best Way of Indiana, Inc.'s convenience In providing refuse removal service
required by the Customer.Customer shall not make any alterations or improvements to the equipment without the prior written consent of Beat Way.Ali
equipment furnished by Best Way shall remain the property of Best Way end the Customer shall have no right. title. or interest in the equipment
Customer shall be responsible for the cleanliness and safekeeping of the refuse equipment provided by Best Way. Customer warrants the refuse con.
tamers will only be filled level with its top and not otherwise overloaded and Customer shall be responsible to Best Way for any overweight fines caused
by an overloaded container, (Fines apply to roll-off containers only.)Customer agrees that the equipment provided by Best Way shall not be used for
in;incration purposes and Customer shall be liable to Best Way for all loss or damage to equipment provided to Customer In excess of ordinary rea-
sonable wear and leer.
•
td
NON-HAZARDOUS WASTE ONLY, Customer warrants that they are familiar with the content and characteristics of their waste stream and the waste
L deliyerad to Best Way under this Agreement shall not contain any hazardous, special or toxic waste as defined by any federal,state or local law, ordi-
nance, rule or regulation. Customer shall be responsible to Insure that waste that requires special handling, including, but not limited-to, such item as
tires,while goods (appliances)shall not be placed in the refuse equipment supplied by Best Way.Customer further agrees that any Waste deposited into
the refuse equipment which is classified as'contaminated',which Is liquid,reactive,toxic,ignitable.corrosive,radioactive or pathological. Customer fur.
titer warrants and agrees that in the event Best Way discovers unauthorized waste in the refuse equipment serviced by Best Way for Customer,Customer
wit indemnify and hod harmless Best Way for any and all cost, damages o claims,whether direct or consequential,which Best Way may incur as a result
of handling or disposal of Customer's unauthorized waste. Customer agrees to defend, indemnify and hold harmless Best Way against all fines penal-
ties, claims, lawsuits and any other liability for injury to parsons or damage to property or the environment caused by Customer's use or possession of
iris refuse equipment or the breach of any warranty by the Customer, It is further agreed that on scheduled days for collection service it shall be the
reeponsibihty of Customer to provide Best Way's vehicle open and safe access to the equipment. If access-to the equipment Is blocked,Customer will
ce notified and one (1) additional attempt for collection shall be made by,Beet Way's vehicle without additional charge to Customer.Thereafter;addi-
tional attempts at collection will be considered an'extra pickup'and Best Way.shall be entitled to charge accordingly. -
Lid_ CHARGES AND PAYMENT.Customer shall pay Best Way monthly for all collection and disposal service provided to Cuslorner(Including all charges for
] equipment damage) in accordance with the Schedule of Charges shown on the reverse side of this Agreement.All charges shall be due and payable
within (15) days after receipt or Best way's invoice by Customer. In the event that any payment is not made when due, Beer Way reserves the right, at .
any time, to terminate this Agreement upon five (5) days notice to the Customer and recover any equipment from Customer's premises. Best Way may
impose, and Customer agrees to pay,a late fee of one and one half percent(1 1/2%) per month for all amounts past due.
rE SERVdICE Best FEE INCREASES. Best
(3 Way reserves the nght to increase service fees to Customer caused by increase in fuel,landfill or other cost experi-
L.,� ence by Way upon thirty 0)days prior nonce to Customer.
FCHANGES.Any changes In the Schedule of Charges, frequency of collection service, number, capacity or type of refuse equipment provide°shall be
agreed to in writing by the parties on a separate'Addendum'form to be provided to the Customer by Best Way. No consent to any oral change shall be
valid unless such oral agreement is reduced to writing via the sald'Addendum'form duly executed by both parties to this Agreement within ten(10) days
following any such oral changes. - a
L,U CONTAINER ACCESS AREAS Best Way shall not be responsible for damage to any pavement or surface areas necessarily used to perform the serv-
ices provided for herein.
BEST WAY SERVICE. Best Way shall make diligent effon to provide the service agreed to by the parties; however, Best Way shall not be liable to
',J Customer for its failure to perform the agreed upon service due to circumstances beyond their control, including, but not limited to, labor strikes, goy-
-ernment action.weather or.act of God, On-
1 .ATTORNEY'S FEE. In the event of any breach of this Agreement by Customer, Best Way'shall be entitled to all reasonable attomey's fee9, court nests
J end other costs of collection from the customer incident to the enforcement of this Agreement. y
•
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,1 ASSIGNMENT AND BENEFIT. This Agreement shall be binding on the parties and their respective successors and assigns. The Customer may Not
J assign this Agreement without the prior written consent of Best Way. . , f'
I, '
;-1 MISCELLANEOUS.This Agreement shall be governed by the laws of the State of Indiana.