ICC Business Products/DOL
ICC Business Products, Inc.
_. "Law Department-2007
Appropriation # 11110-302 P.O:#17246
Contract Not To Exceed $3000.00
e.on~ ~ (\.07- bi.D3
I\PPROVED~O
FORM BY:
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"), ICC
BUSINESS PRODUCTS, INC. ("Vendor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and~grees 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 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. Any department or subunit of the City may participate in this agreement including the requirement
of a cleaning and "inspection fee, by submitting an addendum to this agreement with a current purchase order
to the Clerk-Treasurer's office.
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 Three Thousand Dollars ($3,000.00) (the "Estimate"). Vendor shall submit an
inVOice to City no more than once every thirty (30) days detailing the Good~ 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 olVendor's invoice detailing same, so long as anp 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 expres.sly warrants that the Goods and Services covered by this Agreement will conform to those
certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by City of
which documents are incorporated herein by reference, and 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. City's stated use and are fit and sufficient for their particular purpose.
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ICC.Business Products, Inc.
Law Department-2007
Appropriation # 11110.302 P.O.#17246
Contract Not To Exceed 53000.00
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.
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 Goodsand'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 orthat 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
filed'and Vendorfails to remove such lien within ten (10) days afteithe 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 constituiing 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 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
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ICC Business Products, Inc.
Law Department-2007
.Appropriation # 11110-302 P.O.#17246
Contract Not To Exceed $3000.00
indemnification obligations shall survive the termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with allfederal, slate and local laws, executive ord.ers, 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, 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 statusandfor 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 oi any succeeding breach of the
same or any other provision hereof.
. 13. NON.ASSIGNMENT:
Vendor shall not assignor 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
olits 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 lawsuiUs 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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ICC Business Products, Inc.
Law Department-2007
Appropriation # 11110-302 P.O.#17246
Contract Not To Exceed 53000.00
17. NOTICE: .
Any notice provided for in this Agreement wili 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:
ICC BUSINESS PRODUCTS
3164 N. Shadeland Ave.
Indianapolis, .Indiana 46226-6292
Telephone# '. q / 7- 50/'7' 'f"p:21
;~~:. ',(J~:r;;; 15PX:6"
Notwithstanding the above, notice of termination under paragraph 18 herein below shall be effective if given
orally, as)ong 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
SeNices 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
SeNices delivered as of the date of termination, except that such paymentamourt 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 atthe
time of termination, unless the parties have previously agreed in writing to a greater amount.
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ICC Business Products, Inc.
Law Department-2007
Appropriation # 11110.302 P.O.#17246
Contract Not To Exceed $3000.00
19. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant thatthey 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 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 alter 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 a9ditionalgoods 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 terf)1ination provisions set forth in Paragraph 18
hereinabove, this Agreement shall be in effect from the Effective Date through' December 31, 2007, 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 CityandVendor.
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 termor condition contained in any exhibit
attached to this Agreement or in any dbcu'ment 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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ICC Business Products, Inc.
uiw Department-2007
Appropriation # 11110-302 P.O.#17246
Contract Not To Exceed $3000.00
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
ICC BUSINESS PRODUCTS, INC.
3164 N. Shadeland Ave.
Indianapolis, Indiana 46226
By: .
'-1)01 f2~
James Brainard, Presiding Officer
Date:
~7s~~~
Mary A Burke, Member
Date: / - - 0
By:
Authorized Signature
~~.{J?I/~/!) E
Printea Name
'<< "Rc /JQ
.'/'.'. ~
Title
FIDiTlN:
SSN if Sole Proprietor:
Date: /!J/;7~/ 010&7
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EXHIB IT B
Invoice
Date:
Name of CompallY:
Address & Zip:
Telepholle No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing Date Goods/Services Provided Cost Per Hourly Total
Goods/Services Goods/ (Describe each good/service Item Rate/
Service separately and in detail) Hours
Provided Worked
GRAND TOTAL
Signature
Printed Name
ICC BUSINESS PRODUCTS
A DMSION OF INDIANA CARBON CO., INC.
COPIF.RS' PRI:o,"TF.RS' SALF..s . L.EASINt; . SERVICE' SUPPI.IES . PROMOTIONAL PRODUcrs . orne!: SUPPLIES' FUIU\TM1R.E
ICC BUSINESS PRODUCTS, INC.
"MAINTAIN IT" PROGRAM
City Of Carmel
ICC Business Products, Inc, is pleased to offer the City of Carmel our "MAINTAIN IT" C"MI")
Program. The Carmel Police Department will be the first adopter ofthis program.
This program offers free, on-site service agreements. on selected lasers when the consumables are
purchased directly from ICC Business Products, Inc,
This program includes the following list of machines in the Carmel Police Department.
Your supply pricing by machine is as follows:
Machine Model
Item Number
Price
Go' L "'c' iLO ~"O' u ',^" . U'" ~Uo ",', U 0,
,OU'II 'J.' n u r U '\,,1, "'!J~'I..", II>> "f,' rlQ
HP LaserJet 1100
HP LaserJ et 11 00
7-C4092NDUMI
Maintenance Kit
$52.llea
$188.IOea
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'IUIIJII 1,"111 II '~:.Iln w.,~lo L'll "0 f"d_
HP LaserJet 1000
7-C7115ANDUMI
$56.4gea
IUlr~(' .~rl'(I U I) ~(Hll,1) u~,ldl\ (\ '1 'OII'dU'" ""-lU I,> I (, [ilJUl I
.~~,(, "ll..U 0 II ,lk l'OOU ",OCL ~" II "oUol ,.,lfl "If: ')JlUflk
IIiO'(II.llllllli~lr,(~" IJIL, r~\' :',1' " JU'I' \CUO ')1)1"'[\1"1,
~Olflli (,Jlw u U 'I'H'll~ 'I" fill ~ fJ (\ I) c'l" ,lUll I ~llll Q ~;',Ojllll ~
HP Color LJ 4600
HP Color LJ 4600
Fuser
Transfer Kit
$279.00ea
$209.00ea
,1ft /Z
"
Any supplies not listed in this contract will be provided at standard rate atthe tiine ofpurch~fXH I BIT
business partner ~~.
i D V 0 D I
3 t64 N. SIlADELAND AVE, . P.O. BOX 260S8 . INDIANAPOLIS, INDIANA 46226-6292
PHONE (317) S47-962t . NAT'L 1-800-S47-2233 . FAX (317) 543-5738
www.iccbpi.com '
,Copystar
--
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jV"": ~ ..
Terry Crockett
Carmel rolice Department
Page 2
All machines incl~ded in the "MI'\Program will require,a.one,timeclean and inspection a($27,OO ~.ch. IC.c Business
Preducts, Inc. will need to complete any. repairs at the custome(s expense before the agreement'goes into efIect. Any
individual repair noi'compieted at thebeginriingo[this contmctwill n~t be covered for fre~ service.'ICf Busi~ess Products.
Inc.. wiiJlist aiJ'ofthe covered. machines' brand'name, model number, serial number,.and general condition covered at each
location. From this time going forward~ any consumables.required wiii be furnished' by Ice Business':ProduClS: I~c. This
agreement between ICC Business Products, Inc.,'and Cannel Police.Department willbe for one (I) year. Billing for snpplie.s
.,.- " '-, -'. . - '. "',, '- . .- - , - ,-
purchased will lie ,at NET45 day terms.
In conjunction with the i~M I" Program, .-for..machinesnoi,includedin the "Ml" Program" ICt 'offers a
discounted price 0[$74.00 an hour:'plus.parts:
* Items not covered on the'''MI'''l'rogram'Service Agreements'includenon~qualifying printers
and anyacces50ries'ONdd-ons, such as,:
I. Magazines
2. Staplers
3. Envelope Feeders
All service related labor is 100% coveredfor allY included machine in fhe "MJ" Program.
Note: ,W;. e 'will ihstall maiiitenance kits at'n~ charge}
".. - , . - . -
A!I printers covered imder th,eMaif!tainITProgram \villl1aye 100% .part,sailp lOO<y. labor
provided at no additional charge for the duration of t'l,e' agreement. Any Main'lain IT printer deemed
"non-repairable" by ICC will be replaced with a comparable machine at no additional. charge.
Service response time wilf be no longer than nextbusiness day; butmost wilLbe same. day
repairs.
To accept and let ICt Business Products,
Thank.you,
Inc., maintain your "IT'?investment, please'signify below.
Accepted by: City ofCarrnel
Accepted by: ICe Business .Products, ,Inc.
iIfD~
Jet Business Products,lnc.
. Au 9ta1fi.b/l~p
~ustomer ame ." ,
Director of Information Systems
/-0.$47
I
Date
e Z7-( "
"EXH\B\l - '
Date
Purchase Order Number:
I n ,"'~ 'n t
3164 N. jiHADirr.:ANnAVE.' P.O. nOX26QSS. INDIAN.AJ'(}US.lNDlA.....IA46226'<i292
'PI10NE (317) 547,96ZI,'NAT'L. 1-llOO-547-22J3 ."FAXOI7) 54M738
www.i~hpi.p()m . .
,Copystat
--.
F4iJ11, .
business partner ~z.tI