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Overhead Door/CFD
OVERHEAD DOOR CO. Fire Department -200 1 8 Appropriation #43=501 00; P.O. # 12600 Contract Not To Exceed $1.316.60 4PIPRQVED, AS TQ FORM 4y; 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 Overhead.Dou Co., an entity duly authonzed'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 Agreements 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: VI endor,agrees to provide the Goods.and Services and to otherwise perform. the requirements of, this, Agrgemerit? 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 morefhan.One Thousand Three,Hundred Sixteen'Dollars($1,316.00) (the "Estimate"). Vendor shall submit an invoice to City no more than once every thirty'(30), days detailing the Goods .and Services provided to City within such time period.. City shali pay Ven lov for such Goods and Services` within sixty, (60) days after the date of City's receipt of V,endor's invoiceaeta ling same,,so long as and-to the, extent. such Goods and Services are not,disputed, are;in accordance with.lhe specifications set forth in Exhibit A, are submitted on an invoice that contains the information contained on:attached"Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. 3.2 Vendor agrees not to provide any'Goods and Services.to City that would cause the totatcostof the Goods and Services provided by'Vendor to:City hereunder to exceed the Estimate, unless City has previously agreed; in writing; to pay an,amount in excess thereof. 4. WARRANTY: Vendor expressly varrants that the Goods and Services covered by this Agreement w1l.conform to those certain specifications, descriptions andlor'quotations ;regarding same as were provided to `Vendor by City and/or by Vendor- to and accepted by City pursuant to or as earl of that certain City of Carmel Fire Department Bid Proposal.Package,for "34 PM Bay Donis,and Installation" ireceived by the City of Carmel Board of Public Works and Safety on or°about October 1, -200$, all of which documents are incorporated herein by reference, and that the Goods and.Services will`be delivered in a timely, pod-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 beeri.selected by Vendor based upon City's stated use and are-fit and sufficient for their particular:purpose. [144 Hmb1ldYIM®m?1'®maj Sm &FORA11l j&S--AC b[WO2Em NVY?AAIY ILIDAbII OVERHEAD DOOR CO: Fire Department - 2008 Appropriation,#143-501:00;, R.O. 912600 Contract Not To Exceed $1,316`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; patties shall, thereafter perform thdir obiigations hereunder in,a timely mariner: Time is of 'the essence of this.Agreement. 6. .DISCLOSURE AND WARNINGS: If requested by City, Vendor shall.promptly furnish:A&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`Servicss provided hereunder; including the quantity, quality and concentration thereof and any :other `information relating thereto At the time of'the delivery'ofthe 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 .nhall 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 falls, in remove such lien within ten (10) days after the'filing thereof;Yby,payment or, bonding, City shall have the right to, pay such lien or obtain such bond,,allat 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 Agreernent,'including Vendor's warranties; (b) fails'to provide the Goods"and Services as specified herein; (c) falls 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 thelbenefit of creditors or dissolves, each such event constituting an event of default hereunder,; City-shalfhave the right to (1) terminate ali or any parts of this Agreement, 'without Mbilityto Vendor;,and (2) exercise;,alt other rights and remedies`avaitahe'tc City at law and/or Aaequity. -1 I 9. INSURANCE AND INDEMNIFICATION; Vendor shall procure and maintain in•fu11 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 forme protection of City and Vendor from -all. claini 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 'subcontiactors; and, for any injury to or destruction of property, including, but.not limited to, any joss 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 Cityras.an additional insured_ ortall such insurance policies, shall promptly provide City, upon. request, with copies of all such pdcies, and shall,provide'thatsuch insurance policies shall notbe 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 andloi'damages'to any person or property arising from or in connection with Vendor's provision.of Goods and Services pursuant to orunderthis Agreement or Vendor's use of City property. IZ SIV6ma,umMPwTCxl?od Sa.?eaiOR+ib?G..ad•@S?rirY..AmaM+YL?LrJNSRno511,21ANq 2 OVERHEAD DOOR CO. Fire Department -'2008 Appropriation #43 501.60; PRA12600, Contract No¢ To Ekced; 1,316,60 Vendor further agrees to indemnify,, defend and hold harmless City and its officers, employees from all claims and suits of whatever, type, including, but not limited to, alt fees, and other expenses, caused by'any.act or omission of'Vendor and/or of any officers, employees, contractors or subcontractors in the performance of this indemniflcatioh:obligations shall survive.thetermination,of this Agreement. 10. GOVERNMENT COMPLIANCE: officials, agents and court:.costs, attorney of. Vendor's agents, Agreement. These Vendor:agrees to comply with al_l'Ifederal, state and local laws, executive brders, rules, regulations and,codes which may be applicable to Vendor's performance of its obligations under this Agreement, 'and. ail relevant provisions thereof are. ihcorporated herein'by this reference. Vendor agrees.,to indemnify and.hold harmless City from any loss, damage;andlor liability resulting'from any,, such violation of such laws, orders, rules, regulations and,oodes. This,indemnification obligation shall survive the termination of this Agreement- 1-1. NONDISCRIMINATION: Vendor repiesents 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 discrimii,nation.against any employee, applicant forempioyment or other person in the provision of any Goods and. Services provided b,'y this Agreement with respechto their hire, teriure, terms, conditions and'priAeges of employment, and any other matter related to their employment or subcontracting, because. of race, religion, color, sex,.handidap, national ofigin, ancestry, age, disabled veteran status and/or Vietnam era. veteran status. 12. NO 1MPLiED 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 anytime,:thereafter; nor shall the waiver by any party of a breach of any provision pf,thinAgreement 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 of 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 tfiis Agreement, and neither Vendor nor any of its,officers, employees, contractors;,subcontrac_ tors and agehts:are'employees:of City. The coW,act price set forth herein shall be the4ull and maximum compensation and monies required of City to be paid to Vendor under or pursuaritto this Agreement. 15. GOVERNING LAW; LAWSiJITst This Agreement'is to be•construed in accordance with and governed by thelaws 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 forand has jurisdiction over same: ize ea?u+p-a,wmnu?m,r `?,ia?cvuxnvs e?a?x?sa.,?.vr.eix.?nn?iruxrzie?x ?u:n ling .3 OVERHEAD DOOR CO. Fire Department -2008 Appropriation #43-501,00;, R:O-012660. Contract-Not To Exceed `$ L316.00 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 shallbe,deemed reformed or deleted but only to_ the extent=necessary to comply with same,,andthe remaining provisions of this Agreement shall.remain in full force and effect. 17. NOTICE: Any notice provided for in this Agreement will be sufficient it it isrin 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 CivicSquare Carmel, Indiana 46832 If to Vendor: Overhead Door Co 8811 Bash,Road Indianapolis, Indiana 46256 Telephone: 317-842-.7444 E-Mail:,, ATTENTION: Notwithstanding •fhe above, netice,oftermination under paragraph ' 8.herelnbelow°shall be.effective if given orally, as long as written notice is th"en_ 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 ttie.date*-diermination,,except that such payment amount shall, not exceed the Estimatearnount in affect of the time of termination, unless the parties have previously agreed, in writing to a greater amount. [k B"iy GUO?mwm'JTaf nirmd Scicc TV SCG &Smua-P 8-MA17 u-.IWfl Xk*I IIU AW OVERHEAD DOUR CO, 1-1 Fire Department- 2008 Appropriation #43-501.0o; P. 0, 412600 Contract Not To Exceed'. $1;316:00 18.2 City may terminate thisAgreement-at anytime 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 of e.ct.at the time of,termination, unlessthe,parl have previously agreed in writing to a greater amount. 19. REPRESENTATIONS ANDMARRANTIES The parties represent and'warra_M that they are; authorized to enter into:tnis:Agreement and thatthe?perscns executing this Agreement have the authority to bind the-party which.theyreprose nt. 20. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time', requestVendorto provide additional goods 'and .services to City. WhOri, City desires additional goods and'services from Vendor, the City,shall notify Vendorof.such additional goods and services desired, as well as the-time fram_ e 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. encurhbered sufficienl;mbnies 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'th"e City's authorization"documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which,they are-approved :by City. 21. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph "16 hereinabove, this Agreement shall be in effect from -the Effective Date throughDecember 31, 2008, and shall, on the firstday of. each January thereafter,, automatically renew for a:period of one (1) calendar year, unless otherwise agreed.bythe 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. BINDINdEFFECT The parties,. and their respect'i've officers, officials, agents, partners, successors, assigns and legal representatives, are bound,t_o the other with'respect to all of the covenarits,terms, warranties'antl obligations set.forth in Agreement. 24. NO THIRD PARTY BENEFIGIARIES This. Agreement gives no fights or benefits to,anyone dtherlhahCity 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'lhe negotiation of this Agreement, and',enter into same freely, voluntsrily,aand without any duress, undue influence or coercion. iZ: R. ,y lh vmmWllnl'uv.?¢il LmrxalfOW.ISVmak I..-kn'SAM1 7d. 11V.. 11 '1 axe 5 OVFRSCAD DOOR CO. Fite Department -2008 Appropriation-1143-502.00; P:0.912600 Contract Not To L- cceerl $1;316,00 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 written,representations and agreements regarding same., Notwithstanding any other term or condition set forth herein, but subject to parag'faph 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 ropy only be modified by written ;amehdment executed by both parties hereto, or their successors'ininterest. IN WITNESS•WHEREOF, the parties hereto have made.and executed,lh s Agreemenfas#ollows: CITY OF CARMEL,'INDIANA OVERHEAD DOOR CO. by and through its Board-of-Public Works and Safety By: r/ rnes Brainard Pres'din icer Date: u/t ON MaryAq Bufke, Member Date: 1/'-S -02 Authorized Signatii?e_ C f xYLr A . ' k ^je3 Printed Name Title Lori S Ialson, Date: ATTEST: iana Cordray; Date: FIDITIN5'- li3b? SSN if Sole, Proprietor: Date: ?L t° - i jr - p& 6 EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project ]Name: Invoice No. Purchase Order. No: Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided (Describe each good/service se . paratelyand'in detail) eost`Per Item_ Houriv 'Rate/ Iloors Worked Total GRANT) TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker's Compensation &-,Disability Employer's Liability: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: Bodily _]njn ybyAcei'dent/Dis_ense: Propertydamage, contractual liability, products-completed operations; General Aggregate Limit (other than Prod acts%Co m p l et ed :0 p e rai i o n s): Products/,Completed Operations Personal & Advertising Injury PolicyLimii: Each Occurrence Limit: Fire Damage (anyone fire): Medical Expense Limit,,(any;one person): Statutgry Limits. $100,000 each employee $250;000 each accident $500,000 policy limit. $500,000 $500,000 $500,D,00; $250;000 $250;000. $ 50,000 Comprehensive Autoliability"(owned, hired and non,owned) BodilySingle,,Umit: Injury andpropelly damage: Policy Limit: Umbrella Excess Liability Each occurrence and aggregate, Maximum deductible: $500,000 each accident $500,000 each accident. $500,000 $500,000 S 10;000 s 'N s 1 N 1 Z Z Z 0 Z 0 n 0 g ;g rn m ; n n `n ' 0 0 r r r m O © 5 ? m 0 r , m ?. 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