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TOWERS FIRE APPARTUS CO„ INC.
Fire: Department - 2008 '
Appropriation-#4345 ;.On; P.O. 912596 APPROVED, A$ To
Contract Not To,Exceed',0,440.00 FQQAR
AGREEMENT FOR PURCHASE-OF GOODS AND SERVICES'
THIS AGREEMENT FOR.PURCHASE OF GOODS AND SE MES ("Agreement") is hereby entered into by
and between the City of Carmel; Indiana, acting by and through its Board of PublicNkrks'and Safety ("City"), and
Towers Fire Apparatus Co.jnc., an•entity duly authorized to do business ln'the'State of Indiana ("Vendor';).
TERMS AND CONDITIONS
ACKNO,WLEDGMENT;.ACCEPTANCE:
Vendor- acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes' itsacceptancebf 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 43-501.00 Funds. Vendor agrees to provide the Goods and Services and to
otherwise; perform the requirementsof this Agreement by applying at all times the highest technical and,
industry standards,
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates thattlie total price-for the Goods.and'Services to be.provided,to City hereunder
shall be no more than Three Thousand. Four Hundred Forty Dollars ($3,440.00) (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 withn 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'detailingsame,.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,.informalion
contained on attached Exhibit.B; and Vendor has otherwise performed and satisfied.ail the terms
and conditions of this Agreement..
3.2 Vendor agrees,notlo provide any Goods sand, Services to City'that would cause,the'tolal cost of the
Goods and Services provided by Vendor to City hereunder to. exceed the Estimate,, unless City has
previously agreed, in•;writing, to pagan-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 guotatiens: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 Carmet Fire
Department Bid Proposal Package for"Fire EquipmentandZervice" received by the,City of Carmel 'Board of
Public4orks and Safety on or about October 1, 2008, all of which documents are incorporated herein by
reference, and that the•Goods and Serviceswill 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 Servicesproviced 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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TOWERS FIRE APPARTUS CO,. INC.
Fire Department-.2008
.
Appropriation N43-501.00;, P0.012596
Contract Not To Exoeed$3,490.00
5. TIME AND PERFORMANCE:.
This Agreement shall,become,effective as of the iast date on which. a party hereto executes same ("Effective
Date"), and both parties! shall thereafter perform their obtigation0ereunder in a.timely manner. Time is of
the essence of this Agreement.
6. DfSCLOSURE 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, wsubstances'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 ufficientviritten'waming 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.
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Vendo6hall.oot 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 therecii payment or bonding,
City shall have the right to pay such°Gen.orobtain such bond, all at Vendor's,sole cost and expense.
8: DEFAUi_T;
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,,Gcods and Services as specified 'herein;
(c) fails to make.progressso 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 reasonableunder the circumstances) after receipt of noticearom City specifying such failure or
breachi 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 cf.this,Agreemeni;'w&oul liability'to Vendor; and (2) exercise all other rights
and remec ies`available.to City at law and/or in,quity'
INSURANCE'AND INDEMNIFICATION:
Vendor shall procure and maintain in full force•and,eff-ectduring"the term df`this Agreement, with an insurer
licensed to do business in.theState oflndiana, such insurance as is necessary for the, protection. of City and
Vendor from all claims for damages under, any workers' compensation,, occupational disease- andlor
unemployment compensation act; for bodily injuries including, but notaimited to, personal injury,: sickness,
disease or death of `'or to any;of Vendorsagents officers; employees, contractors and?subcontractors; and,
for any injury to or:destruclion 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 ihsurers 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 thifty(30) days prior notice to City-Vendor shalf'indemnify and hold°harmiess City-from and
against any and all liabilities,, claims,:demands or expenses (including; but-not limited to,.reasonable attorney
fees) for injury, death) aridlor 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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TOWERS FIRE APPARTUS CO., INC.
Fire Department - 2008
Appropriation #43-501.00; P.O: #12596
Contract Not To Exceed $3.440:00
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'COMPI_IANCE:
Vendor agrees to comply with'all federal, state;and`local laws, executive orders,, rules, regulations and codes
which may be applicableto Vendor's performance of its obligations under.this Agreement, and all relevant
provisions thereof are, incorporated heiein by this, reference_`Vendoragrees'lo indemnify and hold !harmless
City frori loss, damage andlor,liebility resulting from any such violation of such laws, orders, rules,
regulations,antl 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 Indianaand City prohibiting
disc urination against any employee, applicant for employment or ather:person in tne`provision,of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any othei matter reiated`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,py`tte other. of any, provision of this Agreement shall not
affect the right cf such party to,regdire.such performance ai time thereafter,,;nor shalCthe`waiver by any
party of a breach, of any provision of this Agreemenf,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 loamor 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,tor in this. Agreement, and neither Vendor norany
of its officers, employees; contractors; subcontractors and agents are'employees of City: The contract price.
,set forth herein'shall be thefull and maximum compensation and monies required of City to be paid to
Vendor under or pursuari 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'pgroe that, in the:everit 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 courtis the„appropriate venue;for and;has jurisdictfon.over?same.
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TOWERS FIRE APPARTUS CO., INC.
Fire Department - 2008
Appropriation #43-501.00: P.O. #12596
Contract Not To Exceed $3,440.00
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: Keith Smith, Fire Chief
AND
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Towers Fire Apparatus
502 South Richland, Freeburg, Illinois, 62243
Telephone: 800-,851-1928
E-Mail: _lzwersFa hoc leca.,,e,?'--
ATTENTION: eEE?IInJ Of4-45
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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TOWERS FIRE APPARTUS CO., INC.
Fire Departmem - 2008
Appropriation 443-501,00; P,O:.#12596
Contrkt Not To Exceed:$3;440M
18.2 City may terminate this Agreement ,61. anytime upon thirty (30) days prior notice to Vendor. In the
event, of such termination, Vendor shah 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. REPRESENTATIONSAND WARRANTIES
The_parties represent and warram.thal they are authorized to enter iM6 this Agreemehtwcl that the persons
executing this Agreementhavethe authority to bind-the party which they represent
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,additionat goods and services from Vend, 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. Onlyafter City has approved"Vendor's time and'cost'estimate for the provision of such.additionai
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:irrthe order in, which theyare approved by City.
21. TERM
Unless ,otherwise terminated in accoedance 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,
unless otherwise agreed by the,parties hereto:
22. HEADINGS'
All heading and sections of this Agreement are.inseded for convenience.only and do nof:form a partof this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
23. BINDING EFFECT'
The parties, and their respective officers, officials, agents, partners, successorsi assigns and legal
representatives, are bound to the other with,respectto 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 counsel throughout the negotiation of this Agreement, and enter'"into same
freely; voluntarily; and without any duress, undue; influence or coercion.
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TOWERS FIRE APPARTUS:CO.; INC:
Fire Department - 2008
Appropriation #43-501.00; P-0.412596
Contract Not To' Excesd'$3,340.00
26. ENTIRE AGREEMENT:
This Agreement; together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between., Vendorand City with respect'to the subject matter''hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstandi%any other term or condition. set
forth Pierein,,butaubject to paragraph 16 hereof; to the'extentany term or condition coritained. in any exhibit
attached to this Agreement or in any document referenced he conflicts with any term or condition
contained in this Agreement, the term or condition contained' inthis Agreement shall' govern and prevail.
This Agreement, may only be modified by written. amendment executed 'by both parties hereto, or their
successcrsin interest:
IN WITNESS WHEREOF, the parties hereto have made and`execuled this Agreement as follows:
CITY OF CARMEL, INDIANA
TOWERS FIRE APPARATUS CO., 1NC
by;and through its Board of Public
Works and Safety
By:
Ja srainard,,Presiding Officer Authogzed Signature
Date: ^ Cd
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X J?
?
Printed Name
` p
MaryAnn rke; Member
Date: O x P2?3rOT
Title
Lori S. Watso . e ber FIDITIN:k 3 2 -0? V
Date: 11 / ID SSN if Sole Proprietor: g_ ?l
ATTCPT
Date:
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QUOTATION,
T -FROM-
TOWERS FIRE APPARATUS CO, INC.
kfanufae.wrers-of FIRE TRUCKS
502 South Richland Street l Freeburg, IL 62243-1-697 /Phone: (800)851=1928 l e-maihxurwersf inand.net
Carmel Fire Department
Carrnel;lndiana
Date October 1,2006.
Reference
Gentlemen,.
We are pleased torquoe,you on the following. equipment and hope;to be favored with your order„ All. agreements subject. to rancellation,on
account of fires; s[rikw,aocidents,.and other causes. beyond our,coritroh Quotations hold 'g'ood for 4 weeks, arter which time they are subject to
revision or withdrawal,
Service on Pumps-S21 5 per truck
Pump Test on Pumps-$175' per truck.
Travel'- $60 per trip with estimated 4 trips.
These,prices are good for 'one year.'We would be willing to quoto'arny service next year..
Plus All Applcable Jaxes
SHIPMENT:
Yours,very truly,..
TERMS: Net Cash W Days
TOWERS 'FIRE APPARATUS CO., INC.
F.0.6. Freeburg; Illinois
Fire,-,Pumps, Extinguishers; Hose, Brass, Fittings,- Pumper Repair, all makes ?
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64 EXHIBIT