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Contract Not To Exceed $28.455.00
AGREEMENT FOR PURCHASE OF GOODS AND SER C€S
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entercd
into by and between the City of Carmel, Inuiana, acting by and through Its Board of Public Works and
Safety ("City"), and Shiel Sexton ("Vendor").
TERMS AND CONDITIONS
l. ACKNOWLEDGMENT. ACCEPTANCE:
Vendor acknowledgcs that it has rcad and understands this Agreement, and agrees that its
execution of same constitutes its acceptance of all of the Agreement's tenus 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 perforin the requirements of this Agreement by applying at all times thc highest..
technical and industry standards. '
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total pricc for the Goods and Services to be proviued to City
hereunder shall be no more than Twenty-Eight Thousand four Hundred Fifty-Five Dollars
($28,455.00) (the "Estimate"). Vendor shall submit an invoice to City no more than once
every thirty (30) days detailing the Goods and Services providcd 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 cxceed the
Estimate, unless City has previously agreed, in writing, to pay an amount in excess thercof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will confonll
to the specifications, samples and/or de~criptions thereof furnished to V cudor 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 thc 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 sufficicnt
for their particnlar purpose.
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same
("Errcctivc Date"), and both parties shall thereafter perform their obligations hereunder io a timely
manner. Time is of the essence of this Agreement.
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Appropriation #501 P.O.#14968
Contract Not To Exceed $28,455.00
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such fonn and detail as City may
direct, a list of all chemicals, materials, substances and items used in or during the provision ofthc
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 malerialulilized in or
that is a part of the Goods and Services.
7. 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 tiled 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) fai Is to provide the Goods and Services as
specified herein; (c) fails to make progress so as to endanger timely arid 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
receivcrship, makes a gcneral assignment for the benefit of creditors or dissolves, each such evenl
constituting an event of default herennder, City shall have the right to (I) 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 S tate 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. Veudor shall cause its insurers 10 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. V cndor 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, dcath and/or damages to any perSOll 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 ael or omission 'of Vcndor and/or of allY or Vendor's agents, officers, employees,
contractors or subcontractors in the performance of this Agreement. These indemnification
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Appropriation #501 P.O.#1496~
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obligations shall survive the tennination of this Agreement.
lO. 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.
II. NONDISCRlMINA nON:
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 Sen>ices 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.
t2. NO JMPLIED WAIVER:
The failure of either party to require perfomlance by the other of any provision of this Agreement
shall not alfect 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:
V cndor 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. GOVERNINGLAW;LAWSUlTS:
This Agreement is to be construed in accordance with and governed by the laws of the State of
Jndiana, 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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Appropriation #501 P.O.~1496S
Contract Not To Exceed $28,455.00
17. NonCE:
Any notice provided for in this Agreement will be sufficient if it isin writing and is delivered by
postage prepaid U.S. certified mail, retum 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
A TTN: Timothy Green, Assistant Chief of Police.
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel. Indiana 46032
If to Vendor: Shiel Sexton
902 North Capitol
Indianapolis, IN 46204
ATTN: Dan Newberry, Project Manager
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 temlinate this Agreement for cause, in the event of a default
hereunder by Vendor and/or if sufficient funds are not appropriatcd or encumbered to pay
for the Goods and Services to be provided hereunder. In the event of such termination,
Vendor shall be cntitled to receive only payment for the undisputed invoice amount
representing conforming Goods and Services delivered as of the date of termination,
exceplLhat such payment amount shall not exceed the Estimate amount in effect at the time
oftermination, unless the parties have previously agreed in writing to a greater amount.
18.2 Either party hereto may terminate this Agreement at any lime upon thirty (30) days prior
notice to the oLher party. In the event of such temlination, Vendor shall be entitled 10
receive only payment for the undisputed invoice amount of conforming Goods and
Services delivered as oCthe datc of termination, except that such payment amount shall nol
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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Appropriation #501 P,O.#14968
Contracr Not To Exceed $28,455,00
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 tcrminatcd in accordance with the temlination 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
(I) calendar year, unless otherwise agreed by the parties hereto,
22. fIEADINGS
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, arc 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 othcr 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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Police: Dcpt. - 2006
A~propriati,," #501 P,Q,#14968
Contract Not To Exceed $28,455,00
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
SHIEL SEXTON
902 North Capitol
Indianapolis, IN 46204
By:
By:
AuB:dSi~~
bAA) New~,l.)tl')
Printed Name
P i\~ 1e<-T
Title
A4N"\M/l..
ember ~
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SSN if Sole Proprietor:
ATtEST:
Date:
2 In /06
iana Cordray, lAM ,~e"-Treasurer
Date: ..3 Ofp
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02/01/2006 15:07 FAX
~001
SHIEL SEXTON
February I, 2006
Mr. Tim Green
Carmel Police Department
Fax: 571-2512
RE: Carmel Police Department - water damage
Proposal
Dear Tim:
Shiel Sexton submits this proposal to regrade, install underdrains, and restore the building
interior finishes to pre-water damage condition. This proposal is based on our
recommendation to solve the water infiltration issues we have observed.
This work can be completed 6 weeks from time of approval.
Grading & drainage $
I ntenor wall re-construction $
Interior wall finishes (paint, wallcovering, etc.) $
Remove I reinstall landscape sprinkler $
Shiel Sexton general conditions $
8,500
8,400
5,200
2,000
3,000
SUB-TOTAL $
sse FEE $
TOTAL COST $
27,100
1,355
28,455 I
We propose to complete this work on a T&M not-to-exceed basis. If additional work
beyond our recommendation is required to solve the problem that would will be done
T &M in addition to this proposal. Please execute the authorization box below and return
if this work is to proceed. Do not hesitate to contact me at 423-6028 with any questions
that you may have.
Sincerely,
~N~
Dan Newberry
Project Manager
Authorization by:
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Cc: File . Lcs Olds . eRe
902 North Capitol, Indianapolis, Indiana 46204 phone: 317-423-6000 ra><: 3 17-423-6jlt)EJ'{~tBflm