Consolidated Fleet Services/CFDI d ll ?? Consolidated Fleet Services
Fire. Department-2008' APPROVil ?AS ?O
Appropriation #43-50900, P.O.i#12595 FORM gy.
Contract Not To Exceed $-,275.00.
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES,
THIS AGREEMENT FOR PURCHASE OF GOODS AND°SERVlCES ("Agreement") is hereby entered into by
and between .the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and
Consolidated Fleet Services, an-entity duly authorized to do business in the State of Indiana ("`Vendor"):
TERMS AND CONDITIONS
ACKNOWLEDGMENT,ACCEPTANCE:
Vendor acknowledges thatit has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all ofthe.Agreement's terms and conditions,
2. PERFORMANCE:
City agrees to purchase the goods andlor.sevices (the "Goods and Services") from Vendor using City
budget appropriation number. 4$-509.00 funds. Vendor agrees to provide the Goods and Services and to
otherwise perform the requirements of this,Agreemehl,by applying at all times the highest technicai and
industry standards.,
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimatesthat the total price for the Goods and Services to be provided to City hereunder
shall be no mole than Two Thousand Two 'Hundred Seventy-Five Dollars ($2,27500) (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 Citys receipt_of Vendor's.invoice detailing
same, so long as°and'to the.extentsuch 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 notto 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 Eby Vendor to and accepted by City pursuant? to or as part of"that certain City of. Carmel Fire
Department,Bid Proposal Package for'" Heat Sensors; Ground Ladder Testing and. Aerial Ladder Test"
received by the City of Carmel Board of Public Woriks and'•Safety on or about May* 15, 2008, all of which
documents are incorporated"herein by referehce,_and thaf,the Goods-and Services will be.delivered in a
timely; goad and workmahtike_,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 ft and sufficient for their
particular purpose.
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Firel)epa anent -.2008
,Appropriation 943-509.W P.O.. #1259.5
Contract Not To rxce'ed 51275.00
TIME AND'PERFORMANCE'
This Agreement shall become effective as of the last:date on'whlch a.party'hereto executes same ("Effective
Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time Js of
the essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
ff.regitested,by City, Vendor shall`promptiy 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 theGoods,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 thatis,a`part of.the Goods and.Services.
LIENS:
Vendor shall not cause or permit the'fling of any lien..on anyof'City's-property. In the.eventanysuch lien is
filed•and Vendor fails to remove such.lien-withinten (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 Vendors 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 warrantie% (b) fails to provide the Goods and Services as specified herein;
(c) fails to make progress so as to.eridanger timely and proper provision of'the Goods and Services and does
not correct such faiiure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of noticefrom City specifying such failure or
breach;. or (d) becomes-insolvent,. is,phaced,into receivership, makes,;a general assignment for the benefit of
creditors ordissolves,.each such event constituting anevent of default hereunder,.City shall have-thesight to
(1) terminate all or any parts of this<Agreeme_nt„without'llabilityto.Vendor and (2) exercise4l other rights
and remedies available to City at law and/or inequity.
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, butnot'limited to, personal:irijury, sickness,
disease or death of onto any of Vendor's agents; officers,'empioyees; 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 ofall such polieies, and,shall..provide that such`insurancepolicies shall not be
canceled without thi4(30) days priornotice.to City. Vendor shall indemnify and bold harmless City from and
against any and all liabilities„claims; demands. expenses (including, au(not'limited'to, reasonable attorney
fees) for injury; death andlor damages to any person'or property arising from or in connection with Vendor's
provision of Goods and Services pursuant to orundertl is Agreementor Vendor's use of City property.
.
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Consolidated Fleei Services
Fire Department - 2008
Appropriation #43-509,00; P.O..91-2595
Contract Not To Exceed $2;275.00
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
indemriification obligations shall survive the termination ofthis 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 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 fiabilily,resulting from any such violation of such.laws, orders, rules,
regulations and-moles. This, indemnification obligationshall 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 foremploymentor 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 mattef 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 a:ny provision of, this,Agreement shall not
affect the right of such,partyto require such performance at any time thereafter, norshall.the waiver by any
party. oil 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:oedge this Agreement, whether as collateral.for,a loan or otherwise, and shall not
delegate its obligations under this Agreement without Citys 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 employeesof City. The contract price
set forth herein shall be:the full and "maximum compensation and rronies`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,eoriflict of laws, provisions: The parties agreeAhat; In the event alawsuit is fled hereunder, they
waive. their rightto a fury trial, agree to. file any such lawsuit'in an. appropriate court in Hamilton County;
Indiana only, and agree'thatsuch court is theappropristevenuefiorand has jurisdiction over same.
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Consolidated Fleet Services,
Fire Department 2008
Appropriation #43-509.00; P.O.#12595
Contract Not To•Exceed.t 275:00
16. SEVERABILITY:
if any term of this Agreement is invalid or unenforceable under any-statute, regulation, ordinance executive
orderorotherrule 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„lo the party to be notified' at the address specified
herein:
If to City. City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: Keith:Smith, Fire Chief
AND
If to Vendor.
Douglas C. Hai ey, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032.
Consolidated Fleet Services;
P.O..Box,8238 Searcy, AR 72:145
Telephope: 501.279-1166
E-Mail' cfservices,@sbcglobal net
ATTENTION:
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 terminateAnis Agreement for cause, in the event of @ default, hereunder by
Vendor andlor'if sufficient funds are not appropriated or encumbered to pay for the Goods and
services to be, provided. hereunder ln` the event of such termination, Vendor shalf`be entitled to
receive only payrnent for the undisputed invoice amount representing conformigg Goods and
Services delivered,as of the,date oltermination, except that such payment amount shall not.exceed
the-Estimateamount•in effect at,the time of termination, unless tine parties have previously agreed in
writing to.a greater amount.
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Consolidated Fleet Services
Fire Department -.200&'
Appropriafion #43-509.00; P:Q. #12595
Contract -Not To Fxceed $2-,275.00
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 oni payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination, except
that such payment amount shalknot exceed the Estimate amount in effect;at.theaime of termination,.
unless^ihe.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 Agreementand that the persons-
executing this Agreement haveahe authority to bind the party which'ftiey represent.
20. ADDITIONAL, GOODS AND SERVICES
Vendor underslands,and agrees that City may, from time to time; request Vendor to provide additionaI-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 flame in which same are td be
provided. Only after City has approved Vendor's time and cost estimate forthe provision of such additional
goods and.services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such:addlticnal goods and services, shall such goods and services be provided,by Vendor
to City. A,copy of the City's authorization documents forthe purchase of additional goods and services shall
be numbered and attached'hereta in the drderrin which they are approved,by Cty.
21. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 18
herelnabove; 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;
unless otherwise agreed by the parties hereto:
22. HEADINGS
All, heading and sections of this Agreement are inserted for convenience only and do not16rm a part of this
Agreement nor,limit; expand or otherwise alterfhe;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 ngfits or benefits to anyone other than City and Vendor.
25, ADVICE OF•CCUNSEL;
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'irto same
freely, voluntarily, and without any duress, undue influence orcoerclon.
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Consolidated Fleet Services
Pire.Pepanment - 2005
Appropriation #43-509.00P.O. #11254.5
Contract Not To Exceed $2',275 .90
26. ENTIREAGREEMENT:
This Agre6hient, togethet'with any exhibits attached hereto orreferenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof,, and supersedes all.prior oral
orwritten representations and agreemeots,"regar`ding same. Notwithstanding any other 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.
IN WITNESS WHEREOF.,, the parties hereto have nade,and executed this Agreement as follows::
CITY OF CARMEL, INDIANA
CONSOLIDATED FLEET SERVICES
by and through its Board of Public
Works and'Safety
games Brainard. P esidin Offic-e A`01horizecl3ignature
ate: D ,? a
,? 17:4 urro STR/?Cenr?'i
G? Printed Name
Mary Ann urke, ?}e ber
fVI G/^
Date: / ? ?[ /d -J,
J Title
Lori S€ Wats ember,
Date:
ATTEST-
FID(TIN:x ?- a r g a R 1.8
SSN if Sole Propnetor.x
Date: '6/6 ?d s?
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c01LSOLIBITEO
FLEET SEBVICIS
I Thursday; May 08, 2008 t
Bob Vanvootst
Carmel Fide Department
One Civic Square
Carmel, IN 46032
,Dear Bob„
I. appreciate your time and attention tothis,quote.
Consolidated' Fleet Services is made up of qualified inspectors with y"e -of experience in testing and
inspections+ofaerial ladders, platforms; and water towers, per 6apter t9 of,NFPA7191.1 -
Our aerial inspection includes a visual check, operationai'check,'magnetic particle test 4welas or
castings, ultrasonic test.of accessible pins, timing test, load test, hydraulic fluid test,' hardness test of non-
ferrous materials, drift test, ladder base thickness readings of steel ladders; drift: test; and turntable' bolt
torque test.,
All units will have a complete written report with a digital picture of unitomthe cover page:and serious
defects will have a picture-in the summary page.'12eports can also be given in CD form if desired.
Forrground .ladder, inspection, Consolidated, Fleet Services follows NFPA 1932 guidelines. These tests
include'a visual. check, horizontal bond load test, [500 Ib,], extension ladder hardware test, [1000 lb.], and
roof hook. test,[] 000 lb.]. A report willbe;given on each ground ladder. Note: Due to weight of some
ground ladders and for the safety of your equipment and our personnel,,we askfor assistance. when
loading or unloading ground Ladders from trucks.
Price for ounaer6d inspections: $650.00 per unit. _(in conjunction with;groundIladders)
Price for Ground'ladder%inspections: $1:50 per foot (in conjunction with at least one:aerial device)
Price for Heat sensors: $2:25 each.
Please, note: Quotes good for-30 days
Bob;,ifyou have anyquestions or eommentsryoucan callme:direct at-866-81,1-5237.- -
My e-rnail is.dstracener.cfs@sbeglobal.net.
We look forward to working with the Carmel Fire Department.
Best regards,
David Stracener
Sales Manager' "EXHIBIT tj`r
Post Office Box 8239 •Searcy, AR 72145 •(501)'279-1'166-(866) 811-KFS (5237) • cfservices@sbcglobal.net