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XEROX CAPITOL SERVICES, LLC APPROVED
Utilities Department-2008 TO
Appropriation # 01-6360-07 & 01-7360-07; P. 0. #W8193 & 510994 ?? ?Y;
Contract Not To Exceed $28,612.20
AGREEMENT FOR AQUISITON OF GOODS AND SERVICES
THIS AGREEMENT FOR AQUISITION 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 Xerox
Corporation ("Vendor"). Acquisition of goods and services hereunder shall be governed by the terms and, conditions
of the Negotiated Agreement (Contract Number 071221200) between Midwestern Higher Education Commission and
Xerox Corporation effective March 2006 (the "MHEC Agreement"), attached as Exhibit D.
TERMS AND CONDITIONS
ACKNOWLEDGMENT, ACCEPTANCE:
The Parties acknowledge that they have read and understand this Agreement and the MHEC Agreement,
and agree that its execution of same constitutes its acceptance of all of the Agreement's terms and
conditions and all of those of the MHEC Agreement, except as specifically set forth herein.
2. PERFORMANCE:
City agrees to acquire the goods and/or services set forth in the applicable purchase order (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.
3. PRICE AND PAYMENT TERMS:
3.1 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 forty-five (45) 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 provideany 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 those
certain specifications, descriptions and/or quotations regarding same as were submitted by Vendor to and
accepted by City pursuant to or as part of certain 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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XEROX.CAPITOL SERVICES, LLC
Utilities Department - 2008
Appropoafion # 01-6369-07 & 01-7366-07', R 0. #W8193 & S10994
Contract Not To Exceed $28,612.20
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,;ln-such_formwand detail as City mayAirect, a list of
all chemicals; materials; substances and, items used in or during the provision of the Goods,and Services
providedhereunder--, including the, Ouarility,.quality and concentration thereof ahd any other information
relatirig 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 theGoodsand Services
LIENS:
Vendor shall not cause or. permit the fling of any lien on any of City's property. In the event any such fierris
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 lierimor°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-and does not correct such failure an breach 'within'twenty (20)
business days after receipt of written notice from City specifying such failure or 'breach;, (b)'fads to provide
the Goods and Services: as specified herein and does.not•correct; such failure or breach within twenty (20)
business days after°receipt of whiten notice from City specifying such 'failure _ or breach; (c) fails to ,make
.peogress;so as to endanger timely and proper provision of the Goods and Services and does not correct
such failure or breach within twenty (20) business days after receipt of written notice from City specifying
such failure or breach or (0) becomes insolvent,°is;piaced;into'receivership; makes a general assignment for
the benefit of creditors or dissolves, each such event constituting an event of default hereunder, but only if
Vendor is otherwise in default of,its obligations 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 andlorin equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure andmaintain in full force and effect'during the';terni of this Agreement, with an insurer
licensed' to,Mbusiness in the State of Indiana, such,insurance as is'necessaryfor 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, includirfg,,but hot limited to, a_ny loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit G. Vendor shall
cause its insurers to name City as an additional`insured on all,such insurance policies, shall promptly, provide
City, upon request, with copiesrof,all.such policies, and shall provide thafsuch insurance ;policies hall.not be
canceled without thirty (30) days prior notice, to City: Vendor shall indemnify and hold harmless City, from
and againsl,anyand all. liabilities, claims; demands or, ezpenses'(inclu,ding, but not limited to, reasonable
attorney fees) for injurydeathand/or damages to anyperson or property arising from or in connection with
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Utilities'Department- 2008
Appropriation # 01-636D-07 & 01-7360-07i P. O. #W8193 & 510994
Contract Not To Exceed $28;612.20
Vendor's provision of Goods and, Services pursuant to or.. under this Agreement-or .Vendor's use of City
property, except to,:the eztent.caused byanyact`or omission of City, its employees or agents, Vendor further
agrees to indemnify,; defend and hold harmless:City ar its officers, officals,; agents and employees from all
claims and suitsof whatever type, `including, but: not limited to, all. court costs,..attorney fees, and other
expenses, caused fay any ackoY omission of Vendor and/or of any of Vendor's agents,; officers, employees,
contractors or subcontractors in'l performance.of.this Agreement,, except to lhe.extent caused by any act'
or,oniission of City, its employees or?,agents. These indemnification obligations shall survive, the termination
of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to,compfywith alllederal,.state and local laws;- executive,orders, rules, regulations and codes
which may°be'applicable to,Vendor's performance'of its cbfigations'under this Agreement,."and all relevant
provisions-thereof are incorporated herein by this reference. Vendor agrees to indemnifyand hold harmless
City from any loss, damage and/or liability resulting-frorti arry Such violation of such laws, orders, rules,
.red ulations.and.codes. This indemnification obligation shall survive the.terminatlon of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers,. employees, agents; contractors and
subcontractors shad,cbri with all laws Of°llie 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 provioed,by this Agreement.with respectto their lure, tenure, terms, conditions and privileges of
employment and, any otherinatter 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.olher'of'any provision of this Agreement shall not
affeci.the right of such party to require,such performance at any, timeLthereafter, nor shall the waiver by any
party of"aabreach of any provision ofithis, Agreement constitute a'waiver of ,any succeeding breach of the
same or any other provision, hereof.
13. NON-ASSIGNMENT:
Except as permitted by-Section 19.b of the MHEC' Agreement.. Vendor shall not assign or pledge this
Agreement, whether•as.collateral`tor 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„ subcoritractors`and agents are employees of City. The contract price`
set forth herein "shall be tne,full and.maximum compensation and monies required of City to be paid to
Vendor underforpursuantto this Agreement.
15. GOVERNING -LAW; LAWSUITS:
This Agreement is 16 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 randagree'thal such court is the appropriate venue forand has jurisdiction over same.
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XEROX 'CAPITOL SERVICES, LLC
Utilities Department-- 2008
AppropHation'# 01-6360-07 & 01-7360-07, P. O. #W6193 & 510994
Contract Not To' Exceed$28,612.20
16. SEVERABIITY:.
If any'term:of this Agreement,is invalid or unenforceable under anystatute, 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 Agreernent,shall remain in 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 J.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'.John Duffy
Douglas C. Haney, City Attorney
Department of Law
One civic Square
Carmel, Indiana 46032
If to Vendor:
XEROX Capitol Service, LLC
P.O. Box 660501
Dallas, Texas 75266
ATTN: Jeff DiBella
Notwithstanding the-above; notice of,term nation 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:
Notwithstanding anything to the contrary contained' in:this.Agreement; Citymayterminate this Agreement in
accordance with Section 27.a(ii) of the MHEC Agreement.
19. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are..authorized to enter Into this AgreemenVand that the persons
executing this Agreement have the authority to bihd`the party'which theyrepresent.
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XEROX CAPITOL SERVICES, LLC
Uttitles Department - 2008
Appropriation # 01-6360-07 & 01-7360-07, P. 0. #W8193 & S10994
Contract Not To Exceed:$28,612.20
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 su&additional.goods and services; shall such goods and services be.prcvided 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 tnthe order in which.they are approved.byCity.
.
21,. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in. Paragraph 18
hereinabove, this Agreement shall be in effect for the term setforth. in therapplicable purchase order, 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 noriimit, expand or otherwise alter the.meaning,of`anyprovision 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,ccunsel 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 representation&and,agreements regarding same. Notwithstanding any, other term or condition set
forth herein, but,subject to. paragraph 16 hereof,,,tc _lhe ext6nt 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 i"fiis Agreemeni shaltgovem 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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XEROX CAPITOL SERVICES, LLC
Sheet Department - 2008
Approprlatpan # 01-8360-07. & 01.7360-07; P'0: VV8493 & SS0990.
Contract Not Tu Exceec! $28,612:20
IN WITNESS WHEREOF, the partiesiherdto have made,and executed this Agreertlerlt as fallows:
CITY. OF CARMEL,] ND [ANA
by and, through',ifs"Baard of.Puhllc
Woft and Safety
By*
XEROX CAPITOL SERVICE5. LLC
P.O. Box 660501
Dallas, Texas 75266
ay;
Autrhdzed Signature
lr- LAS
Printed Name
-1 o,?TRai?er-
Title
FIOITIN: / `4 `fda C?
SSN 'if SoEeTroprietor:
Date:,
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XEROX CAPITOL SERVICES, LLC
Street Department- 2no8
Appropriation # 01-6360-07 & 01.7360.07, P. 0, #,vv8193 &' S10994
Contract Not To Exceed 528,612.2o
IN WITNESS WHEREOF, the parties hereto have made. and executed.this Agreement as f60wS>
CITY OF CARREL, INOiANA
by and through As Board,of Public
Works and Safety
XEROX CAPITOL SERVICES; LLG
P,O:Box 660501
Dallas, Texas 75266
By:
James Brainard, Presiding Officer
Date`.
Mary Ann. Burke, Member
Date:
Lori S. Wat§on,.Member
Date:
ATTEST.
piana Cordray; IAMC, Clerk-Treasurer
Date:
By:
Auth dzed Signature
- ALE CtA& K
Printed Name
+fraI/er
TitCe
FIDmw r . `0`F6
SSN:ifSole Proprietor:
Date:,
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