Pearson Ford, Inc./StreetPearson Ford; Inc.
Street Department - 2008
Appropriation #2201-650.01; P.O. #18728
Contract Not To Exceed $122,340.00
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APPROVED p
FORM sY: !
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
Pearson Ford, 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
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 2201-650.01 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.
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 One Hundred Twenty Two Thousand Three Hundred Forty Dollars
($122,340.00) (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 Fire
Department Bid Proposal Package for "2- 2009'/. Ton 4-Wheel Drive Pick Up Trucks; 2- 2009 One Ton 4-
Wheel Drive with Rear Duals" received by the City of Carmel Board of Public Works and Safety on or about
August 6, 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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Pearson Ford, Inc.
Street Department - 2008
Appropriation #2201-650.01; P.O. #18728
Contract Not To Exceed $122,340.00
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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Pearson Ford, Inc.
Street Department- 200 B'
Appropriation #2201-550.01 - -P.O. #18726
Contract Not To Exceed 5122,340:00
Vendor further agrees,:to indemnify, defend and hold harmless City and its officers, officials,, agents and
employees from all claims,ancl suits. of whatever type, including, but not limited lo, all court costs, attorney
fees, and other expenses,, caused by anyact 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 COMPL;ANC_E
Vendor-agrees to comply with all federal, state and local laws,. executive orde€s; rules, regulations and codes
which maybe, applicable to Vendors performance of its obligations under this Agreement; and alt relevant
provisions thereof are incorporated herein, by this reference.-Vendor,agrees to indemnlfyand hold harmless
City from any loss; damage andlor 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 Maws of the United States, the State of fndiana and City prohibiting
discrimination against,any;employee, applicant "fo employmehEprother person in the provision of any Goods
and Services provided:by this Agreement;with respectto 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 er_e veteran
status.
12. NO-IMPLIED 411AIVER:
The failure o€-,either party to require. performance bythe 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 themaiver.by any
party of a=breach of,any.provision of this;Agreementconstitute a waiver, ofanysucceeding:breach of the
same or any other provision hereof:
13. NON-ASSIGNMENT:
Vendor shall not-assign or pledge this,AgreemenL 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,relationsnip of:the'parties hereto shall be as:provided for in this Agreement, and neither. Vendor nor any
omits officers, employees, contractors, subcontractors and agents.are employses: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 undeY or pursuantto 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. Theparties agree.that, in the event a lawsuit is fled 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,forand.has jurisdiction over_same.
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Pearson Ford, Inc.
Street`Depann6it -2008
Appropriation#2201-650'01; P.O. #18728
Contract Not To Exceed $122,340,00
16. SEVERABIL[TY:
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;ordeleled,?butonly to the extern necessary to
comply with same; and the remaining provisions of tiiis: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 4603,2
ATTN.; David.Hilffman
AND
If to Vendor:
Douglas C'.,Haney, City Attorney,
Department of Law
One Civic.Square-
Carmel, Indiana 46032
Pearson Ford,) no.,
10650 N. Michigan Road
Zionsvllle,.lndiana 46077
Telephone: 3,17-673-3333
ATTENTION..
Notwithstanding the above, notice of termination under paragraph 18hereinbelow shall be effective if given
orally, as long as written notice is then provided as-set forth hereinabove.wilhin five (5) business days from
the date of such oral notice.
18. TERMINATION:
18.t 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,andlor if sufficient funds are not appropriated or encumbered to pay forthe 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 'mount 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 amouni,
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Pearson Fond; Inc.,.
Street Eieparcmeno- 2008.
Appropriation #2201-650.011: 'P.O, #187128
C011tracd Not To Exceed $122,340.00
18;2 City may terminate this Agreement.at.any time upon thirty'(30) days prior notice to Vendor. In the
event of suchAermihation, 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 4he:Estimate amount in effect at the time of termination,
unless the parties have previously 'agreed in writing to a.greater amount:
19. REPRESENTATIONS ANUWARRANTIES
The, parties represent and warrant that they are; authorized to enter into this Agreement and that the persons
executing this Agreement'have the authority to bindahe party which they`represent.
20. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may,, from time to lime, request Vendor'to-provide additional.goods
and:services to City„ When City desires additional goods and services from Vendot,. 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'estimatelfor 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. ereto in the ordePin.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,"throug' December'31, 2008; and
shall, on the first'day of each.January thereafter, automatically renew far a period of one (1) calendar year,
unless otherwise agreed by the parties hereto,
22. HEADINGS'
All.heading and sections.o#'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.EFFEC-T
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.cbligations
set forth in Agreement.
24. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone othe:than City and;Vendor.
25. ADVICE OF'COUNSEL'
The parties warrant that they -have read this Agreement and understand it, haye,had,the opportunity to obtain
legal advice and assistance of counsel. throughout the negotiation of this Agreement, and enter into same
freely; voluntarily, and-withouhany'dumss, Undue influence or coercion.
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Pearson. Ford; Inc.
Street Department - 2008
Appropriation'#2201-650.01; P.Q, #.15728
Contrkt Not.TotExce&d $122,340:00
26. ENTIRE AGREEMENT:
This Agreement, together' with -any exhibits attached hereto or referenced herein; constitutes the entire
agreement'between Vendor and City with respect to the.subject matter hereof; and'superseiies all prior oral
or written representations ahd'agreements, regarding`same. Notwithstanding any other term or condition set
forth herein, but.subjecUo paragraph 16 hereof, to, the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein. conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreemehf shall govern and prevail.
This Agreement may only be modified'by-wtittenamendment executed by both parties hereto, or their
successors,in ihterest.
iN,WITNESS WHEREOF; theparties hereto have made and.axecuted`;this Agreement as follows:
CITY OF CARMEL, INDIANA
PEARSON FORD, INC:
by and through its Board'of Public
Works and Safety
By:
v
L4
Mary Adn Burke, Mernb.0L
Date:
1
Lon S. also , ember,
Date: 5tQp,
ATTEST:
,biana Cordray, IAMC,.Clerk- asurer
Dater &_Aff
By:
Printed Name: //
4
4Title
FIDri-K 3S-.14.S ' S /!' Y
SSN: if: Sole: Proprietor:
Dater vZ,y 4
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PART 2
BID'PRQP0S.A,L
2.1 -Project-Bid.
The undersigned Bidden proposes to furnish all necessary; labor; machinery, tools.
apparatus, materials, equipment, se.vice and other necessary supplies; and to perform
and fulfil! all: obligations incident 'thereto in strict_ accordance with and, within the
time(s) provided by the, terms and conditions of the Contract Documents for the
above described project; including any and all, addenda thereto, for the ;total sum of
C3NE Hurjor_e-9 77T.uL T 66 'IhousAaD i:r l usi(OUD
r Dollars ($, l A •e : The Bidder acknowledges that-evaluation of
i)?o S the lowest Bid shall. be.bas d on;sucli •price. `fhe Biddenfurther understands that all
work which may result on the Contract shall be,compenOted,for on a lump sum,basis
and that the OWNER cannot and does not guarantee the amount of quantity-of=any
item.of'workto be performedsor•fiu-niched under the Agreement.
"EXHIBIT