Brantag Mid-South, Inc./Streets Rratltag,hAid-South Inc. ` N1 o e 0`1 I
street Departments-200s APPR®dEQR� AS TO
Retlect]ng Pool Chemicals
Appropriation 03 59400 P.0. 117572 FORm BY:
Contract Not toExceed:$3b,0312n
AGREEMENT FOR PURCHASEOF GOODS AND SERVICES
THIS AGREEMENT FOR`PURCHASE'OF GOODS AND SERVICES ("Agreement") is hereby entered into by,
and between thaCity of Carmel, Indiana, acting by and through.its Board of Public Works and Safety ("City"), and
Brangtag Mid-South, Inc..an,entity.duly authorized to do business in the State of Indiana ('Vendor).
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that,it has read and understands this Agreement, and agrees that its execution of
saine,con`stltutes its acceptance of ali 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 43-504,00 funds. Vendor agrees to,provide the Goods and Services and to
otherwise perform the requirements of this.Agreement byeapplying 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,Twenty Six Thousand Thirty-Seven Dollars and Twenty Cents ($26,03720)
(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 Goodsand 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 om an invoice that contains.
the information`contained on.attached Exhibit.B, and Vendor has otherwise performed and satisfied
all theterms and conditions of this Agreement.
3.2 Vendor agrees not to:provide any Goods and Services to City'thet would cause 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 thatthe 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
and/or by Vendor to,and accepted by City all 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 thatit knows of City's intended uses 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 suff dienh,for their particular purpose.
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Brautag Mid-South Inc.
Street Department—2008
Reflecting Pool Chemicals
Appropriation #43-504.00 P.O. #17572
Contract Not To Exceed$26,03 I.20
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 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. 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.
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.
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Brantag Ylid-South lnc:
Street tDepartinenf=2008
Reflecting Pool Chemicals
Appropriation 443'504.00 P:O. 17572
Contract Not To Exceed$26,031.20
Vendor further agrees-to indemnify; defend and hold harmless City and its officers, officials, agents and
employees from ail 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
indemnificationobligations shaltsurvive the termination ofthis,Agreement.
10. GOVERNMENT COMPLIANCE: •
Vendor:agrees to comply with all federal, stateiand local laws, executive orders, rules, regulations and codes
which may be applicable to Vendors 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:Thisindemnification 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 Unifed States, the State of Indiana and City prohibiting
discrimination against anyemployee, applicant.for employment or other person in the provision of'anyGoods'
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 IMPLIEDWAIVER:
The.failure•of either party to require performance by the:other of any'provision of this,Agreement shall not
affect the rightof'.such pait{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
sameor any other.provision hereof
13. NON-ASSFGNMENT:
Vendor shell not assign or pledge this Agreement,whether as collateral`for a loan or otherwise;randtshall not
delegate its obligations under this Agreement wtthout•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 pace
set forth herein shalt Abe the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuantto this Agreement.
15. GOVERNINGLAW; 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 fury-rial, agree to file any such lawsuit in an appropriate court;in Hamilton County,
Indiana only, and agree that such dourt is the appropriate:venue for and has jurisdiction over same.
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• Brantag.Mid-South Inc.
Street Departmeni—2008
'Reflecting Poat'Ctemica]s
Appropriation#43-504,00 P.O..0.17572
Contradt Nnt 3'o I3sceed;S26,03'1..20 -
16. SEVERABILIW:.
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,onlyto the extent necessary to
comply with.same,.and the remaining°provisions of this Agreement-shall remaintn.full force and effect:.
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.'David Huffman
'AND
Douglas C. Haney, City Attothey,
Department of Law
One Civic Square,
Carmel, Indiana'46032'
If to Vendor: Brantag Mid-South.
.3111 .N. Post-Road
Indianapolis, Indiana 46226
Telephone: 317-898-8632
ATTENTION: Justin,Latta
Notwithstanding the;above, notice of termination under paragraph 18 hereinbelow.shall.beeffective if given
orally, as long as written notice is then.provided as set forth;hereinabove wiithin•fve (5i business.days from
the date.of.sbch 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;suffcient 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 terminations, except'that such payment amount shall inot exceed
the Estimate-amount in effect atthe time of;termination,.unless the parties have previously agreed in
writing to a,greateramount:-
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• Brantag Mid-South Inc:
Street Department=2008
Reflecting Pool Chemicals
Appropriatiom1443-504:no Rio.#17572
Contract Nof To Exceed$26.031.20
18.2 City may terminate,this Agreement at any time upon thirty (30),days prior notice to Vendor: 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,terrrination, 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
Theiparties represent and warrant that they-are authorized to enter into,this Agreement and that the persons
executing this Agreement have the authority to hind the pa ywhich-they represent.
20 ADDITIONAL'GOODS ANDSERVICES
Vendor understands and agrees that City may, from time to:time, request Vendorto 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,orderin 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, 2008, and
shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year,
uniessotherwise 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 orotherwise alterthe,meaning of arty provision hereof:
23. BINDING EFFECT
The parties, and their respective .officers, officials„ agents, partners successors, assigns and legal
representatives, are-bound to thie 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 thelopportunity to obtain
legal advice-and assistance of counsel throughout the negotiation of-this.Agreement, and enter into same
freely, voluntarily,:and,withoutany duress„undue inflierice or coercion.
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Brantag,Mid-South inc.
Street Department—2008
Reflecting Pool Chemicals
Appropriation#43-504.00 P.O. #17572
Contract Not To Exceed $26;011:20
•
•
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 ithe 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 shalt govern.and prevail .
This Agreement may only be modified by written amendment executed by both parties.hereto, or their
successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and,executedthis Agreementas'follows:
CITY OF CARMEL,'INDIANA BRANTAG MID.SOUTH; INC.
by and through its Board of Public
Works and:Safety
By: By.
J es Brainard, Presiding Officet .Authoriature
Date:
Printed Name:
Ma 'An urke,.Me er
Date: -7-9--d(9 54As 4° /�� Tilde
! qq
LoriS. at n; mb r FID/TIN; tO -C1SQ��1q
Date: 4�08
++ SSN if Sole Propretar:
ATTEST:
Date: -a.�; 2`S Z 0 8�
�/ igt/,[Gfi -
D' a Cordray, iAM ler -Treasurer
ate: /c 5` r
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City of Carmel Street Department
Specifications for City Reflecting Pond
2008
Chemical need will be determined by season, temperature and maintenance
schedules.
Approximate On-Demand Usage Needs March through November:
Sodium Hypochlorite 12.5% 200 gallons per week
Approximate On-Demand Usage March through November:
Hydrochloric Acid 20 Deg TG 400 gallons per month
Yearly usage up to: 7000 gallons Sodium Hypochlorite 12.5%
Yearly usage up to: 4500 gallons Hydrochloric Acid Deg TG
Specifics:
o Chemicals need to be delivered and applied directly to the reflecting pool located
at Third Ave. and 126th St. in Carmel.
o Deliveries are to be scheduled for Mondays and/or Tuesdays; 8:00 a.m. til 4:30
p.m. No deliveries are to be scheduled on weekends or the following Government
Holidays; Memorial Day, Fourth of July, Labor Day, Thanksgiving Day.
a City employee is to be presentduring-all deliveries and applications which will
require prior notice of delivery time.
Discontinuance of Work:
Any practice that is hazardous, as determined by the Owner (City of Carmel) in
its sole discretion, shall be immediately discontinued by the Contractor upon receipt of
either written or oral notice to discontinue such practice from Owner.
"EXHIBIT ` ( I- „
City of Carmel Street Department
Specifications for City Reflecting Pool
2008
Observance of Laws, Ordinances and Regulations:
The Contractor, at all times during the term of the Contract, shall observe and
abide by all Federal, State and Local laws which in any way affect the Project or Project
work, and shall comply with all decrees and orders of all courts of competent jurisdiction.
MSDS sheet will be provided and kept at the Carmel Street Department building
just west of the Cannel Fire Department Station #1.
A sample Goods & Services contract is included for your review. One will have
to be signed by the successful quoter prior to work.
Price for 7000 Gallons of Sodium Hypochlorite (Delivered)... $2.1072p/gallon
$14,750.00
Price for 4500 Gallons of Hydrochloric Acid Deg TO (Delivered)$1.8054p/gallon
$8124.30
Delivery surcharge (subject to change) Estimate $3162.50
Total Price $26,037.20
No minimum purchase required
All billing will be sent to:
Carmel Street Department
3400 W. 131s` St.
Westfield, IN 46074