Moss Glass Co./Fac
MOSS GLASS, CO.
Maintenance Department - 2008
Appropriation #1205-463000; P.O. #18463
Contract Not To Exceed $3,165.00
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APPROVED A TO
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"), and
Moss Glass, Co., an entity duly authorized to do business in the State of Indiana ("Vendor').
TERMS AND CONDITIONS
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 serv
budget appropriation number 1205-463000 funds.
otherwise perform the requirements of this Agre
industry standards.
;es (the "Goods and Services") from Vendor using City
Vendor agrees to provide the Goods and Services and to
!ment by applying at all times the highest technical and
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 One Hundred Sixty Five Dollars ($3,165.00) (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 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 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 pursuant to or as part of that certain City of Carmel Maintenance
Department Bid Proposal Package for " 42 inch tempered glass City Seal and rope molding for City Council
Chambers" received by the City of Carmel Board of Public Works and Safety on or about September 16,
2008, 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 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.
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MOSS GLASS, CO.
Maintenance Department - 2008
Appropriation #1205463000; P.O. #18463
Contract Not To Exceed 53,165.00
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 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.
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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MOSS GLASS, CO.
Maintenance Department - 2008
Appropriation #1205-463000; P.O. #18463
Contract Not To Exceed $3.165.00
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.
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, 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 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.
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MOSS GLASS, CO.
Maintenance Department - 2008
Appropriation #1205463000: P.O. #18463
Contract Not To Exceed $3,165.00
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.
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: Steve Engelking
AND
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Moss Glass, Co.
2507 East 8"h Street
Anderson, Indiana 46012
Telephone: 765-642-4946
E-Mail: shoffer@mossglass.com
ATTENTION: Scott Hoffer
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 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.
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MOSS GLASS; CO.
Mainrenance'DJ partment - 2008
Appropriation t'l205-463000: P.O.,t'18463
Contract Not'To Exceed.$3, 165 M
18.2 City'may.terrninate 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 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 theyare authori2ed to enter into this Agreement and that the persons
executing'this=Agreement have the;autno1ytb-bind the partywhich they. represent.
-20. ADDITIONAL GOODS AND,SERVICES
Vendor understands and agrees4hat 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 shalt 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,jshall such goods and.-services be provided by Vendor
to City. A copyof the City's-authorization documents. for the purchase of additional goods and services shall
be numbered and attached hereto1n the order in which they are approv6d.by City.
21. TERM
Unless other_ivise'terminated in accordance with the, termination provisions
hereinabove, this -Agreement shall be in effectfrom the Effective Date through December 31, 2008, and
shall, on the first day of each January thereafter, automatically renew for a,pehod ofone,(1) calendar year;
unless otherwise-agreed by the parties hereto.
22. HEADINGS
All heading andrsections of this Agreement are inserted for convenience only and do not form a part of this
Agreementhor,limit, ezpahd.or otherwise alter thie.meaning of.any.p ovision _hereof.
23. B,INDING.EFFECT
The parties, and their respective officers,, officials, agents, partners; successors; assigns and legal
representatives, are bound to the other with respectvo alt otthe covenai 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 Agreementand understand it, have had.the.opportunity to obtain
legal advice and assistance of counsel throughout the negotiation ot'th s Agreement, and enter into.same
freely, voluntarify,;and without any duress, undueInfluenceor coercion,
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MOSS GLASS; CO.
Maintenance=Department -2008
Appropriation'#E205-463000; P.OS#18463,
Contract Not To Exceed13, 165.00
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.writl'en represeritalions.and, agreements . regarding same. Notwithstanding any other term orcondition set
forth herein, but+subject'to paragraph 16 hereof; to the extent any term.cr condition contained in any ezfiibit
attached to this Agreement or in any document referenced herein, conflicts with any term or condition.
contained in this. Agreement, the term cr condition contained In this,Agreeirent.shalf: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 lnereto have,ma le:and executed,this Agreement as follows:-
CITY OF CARMEL, fNDIANA
by and through'its Board of Public
Works and Safety
By:
ATTEST:
MOSS GLASS, CO..
By:
Authorized Signatur
ebb ko t---e
Printed Name
Title
FIDrfIN: 2 to ZG 9 77 1
SSN if Sole'Proprietor.
Date: 10 - ? D
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Quote
To: Steve Engelking
One Civic,Square
Carme41N 46032
Date: 9-16-08
Job Reference:-CitySeal
Steve;
I am pleased to present to you?an-official quote,fona 42" tempered glass city seal for Carmel in the
desig'n.submitt6d byAmy Legg. The image 'will,behand painted in, high quality glass,paint.
The price for the seal on glass, installed is $2490._
An option is a woodea_molding surrounding the seal in the "rope" patterri'as submitted'by"M§. Legg.
This molding would be-painted gold. The,pricc,forthe molding option is an addiiibnal $675.
Thank You.
Scott Hoffer-General Manager
MossStsined Glass
2501 Ea4 Bth'Street
Anders6n_lndiana 46012
Ph, (765) 642-4946 Fax (765).643-0439
s hoffer(d mossolass. com
www. mossglass: corn
COMMERCIAL RESIDENTIAL STAINED GLASS
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