ARAB Termite & Pest Control/CFD ARAB Termite'&Pest Central CQ` i[x l iA .�6 (7
Fire Department -2008,
Appropriation #43-509.00; P.O.#1.2605 APPROVED AS TO
Contract Not To Exceed $2,352.00 FORM .BY
AGREEMENTFOR 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
ARAB Termite and Pest Control an entity duly:authorized to'do business in thei State of Indiana ).
TERMSSAND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vender:acknowledges that it has read and understands this Agreement, and:agrees that its execution of
same constitutes jts;acceptance of all of the Agreement's terms and conditions.
Z PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods' and Services") from Vendor using City
budget appropriation number 43-509.00 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 Two Thousand Three Hundred.Fifty Two Dollars.($2,352.00) (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 Went'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
andlconditionsaf 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 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 semeeas were provided to Vendor by City
and/or by Vendor:to and accepted by City all;of which documents are incorporated herein by reference, and
that the Goods and Services will be delivered in :a timely good and workmanlike "maner 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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ARAB Termite&`Pest Control
Fire Department-2008
Appropriation#43-509.00; P.O.:i#12605
Contract Not To Exceed$2,352.00
5. TIME AND PERFORMANCE:
This Agreement shall become effective:as.of the:lastdate on which a party hereto executes same ("Effective
Date'), and,both parties..shall thereafter perform their obligations hereunder4in 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 n or that is apart of the Goods-and Services:.
7,. LIENS::
Vendor shall not causeior 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 afterthe filing thereof, by paymentor bonding,
City shall have.the right'to:pay suchjien 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 providetthe 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) afterreceipt 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 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 atlaw,andlor 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'lndiana; such insurance as is'necessa(y 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 Vendor's.:agents.officers„ernployees,,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 insurersto name City as an additional insured on altsuch"insurance policies„shall promptly provide
City, upon request, with copies of•all:such policies, and shalt 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 all liabilities, claims, demands or expenses (including„but pot iimited to, reasonable attorney
fees).for injury; death andlordamages.to anyperson orproperty arising from or in connection with Vendor's
provision of Skids and Services pursuant to or under this AgreementorVendor"suse of City property.
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ARAB Termite'&Pest Centro!
Fire Department -2008
Appropriation#43-509.00; P.P. #1-2605.
Contract Not To Exceed.$2:352.00
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, ail (out costs, attorney
fees, and ,other expenses, caused by any act or omission of Vendor and/or-offany 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 Vendors performance of..its obligations-under this Agreement and.all relevant
provisions'thereof are incorporated herein by this reference. Vendoragrees to indemnify.and hold harmless
City from any loss, damage and/or.liability resulting 'from any such violation-of such Jaws, orders, rules,
regulations:and codes:'This.indemnification.obligation shall survive'the termination bfinis Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors -and
subcontractors shall comply with-alff 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 Agreementwith 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.anytime thereafter; nor shall the waiver by any
party ofa,breach of any`provision of this Agreement constitute a waiver of any succeeding breach of the
same or any otherprovision hereof.
13. NON-ASSIGNMENT:
Vendorshall 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°sprior 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 pursuantto this Agreement.
15. GOVERNINGLAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed•by,the laws AM-the State of Indiana,
except for its conflict of laws provisions. Thekparties 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 apropriate,venue for and hasaurisdictiomover same.
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ARAB Termite& Pest Control
Fire Department-2003
Appropriation#43:509.00, P.O.:#12605
Contract Not To Exceed S2.352.00
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 thisAgreementshali 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 ARAB Termite;&iPest Control
4035 Millersville Road
Indianapolis, Indiana 46205
Telephone:;317-545-1275
E-Main www.seeabug`com
ATTENTION: J. Michael O'Neill
Notwithstanding'the;above, notice of termination.under paragraph 18 hereinbelow shall be effective,if.given
orally,.as long as written.notice•is then provided asset 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'andlor 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 thatsuch payment amount shall not exceed
the:Estimate amountin effect.at the time of termination, unless the parties have previouslyagreed:in
writing to a greater amount.
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ARAB Termite.&Pest Control
Fire Depanment-2008
Appropriation#43-504.00; PO,.#I2605
Contract Not To Exceed$2,352.00
18.2 City may terminate-this Agreement at any time upon .thirty, (30) days prior noticeto Vendor. In the'
event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoiceamount,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'warrantithat they are authorized to enter into this Agreement and'that the persons
executing this Agreement have therauthorityto 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 additional,goods.and services-from'Vendor; the City shall notify
Vendor of such additional goods and services,desired, as welLas 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, 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;in the order in which they We 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 through December 31, 2008, and
shall, on the-first day or 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 not:form a part of this
Agreement nor limit;'expand or othierwisealter the.meaning of any provision hereof
23. BINDINGEFFECT
The parties, and their respective officers, officials; agents,, pariners;, 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 givesno rights or benefits'to anyone other than City and Vendor.
25. ADVICE OF'COUNSEL'
The parties warranfthat 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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ARAB Termite&;Pest Control.
Fire Department-2008
Appropriatio]r'#437509.00; P,.0..412605
Contract Not To Exceed$2,35.2 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 matterhereof, and supersedes all prior oral
or written representations`and agreements regarding!satne. 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•partfes hereto have made and executed this Agreement,as.follows:
CITY OF CARMEL, INDIANA ARAB Termite & Pest Control
by and through its Board of Public
Works and Safety
By: By:
I
- � Le _
es Brainard, PresidingOfficer • ,uthorized Signature:
Date: //'/f is
t1 ii ie ova 7/J-7
Printed Name
Ma nn urke,.Member
Date: J/ii:/�rariz•
ir Title ��Y1
Lori S. Watson • ember W
FIDrTIN: 3 c.v1� 6•
Date: `_fin { tcti o9
SSN if Sale-Proprietor:
ATTEST:
e 0
Date: l / " 5-e8
. --- )ll / 11 / tact it 1 •
liana Cordray I CG ,yre asurer
Date: � 1�r"
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EXHIBIT B
Invoice
Date:
Name of Company.
Address &Zip:
Telephone No::
Fax No..
Project Name:
Invoice No.
Purchase'Order No:
Goods Services
Person Providing Date. Goods/Services`Provided Cost Per: Hourly Total
Goods/Services Goods/ (Describe each good/service Item Rate!
Service separately-and in detail) Hours
Provided. . Worked
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's'Compensation &.Disability Statutory Limits
Employer's Liability:,
Bodily Injury,by Accident/Disease: $100,000 each,employee
Bodily by Accident/Disease: $250,000 each accident
Bodily Ihjury;by Accident/Disease: $500.000 policy limit
Property damage, contractual liability;
products-completed operations:
General Aggregate Limit (other than
Products/Completed.Operations): $500,000
Products/Completed.Operations: $500,000 ,
Personal & Advertising"Injury
Policy Limit:. $500,000
Each Occurrence Limit: S250,000
Fire Damage (any one fire): $250,000
Medical Expense Limit (anyone person): S 50,000
Comprehensive Auto Liability(owned hired and.nom:owned)
Bodily Single Limit:.. $.500,000 each accident
Injury and property damage: $500000 each accident
Policy Limit: ,$500,000
Umbrella Excess Liability
Each occurrence and aggregate: $500,000
Maximum deductible: $ '10,000
09/29/2008 10:08 37T547553S ARABPEBTCCNTROLINC PAGE 02
C4 SEE
CALLG.`• 7
. ARAB TERMIT : PEST CONTROL INC
•lc`��r I '4 � ,�. 4035 MILLERSVILLE ROAD •'INDIANAPOLIS, INOIANA446205 • (317) 545-1275
es, 4,t M rpmI
onac and o ve sa...+ri. •'lMA31111A\'{iF,4 PLS6N'REt;F�ti,'\'lkONllla l',•51\(F.`t 424"
Septen eL29,.2008
GarvwCarter
ANoeRsoN Quartermaster MP A
76"w2`1,20S. CITY OF.CARMEL FIRE DEPARTMENT
?.Ci'vic,Spuate-
xa+ec Carmel IN 46033.
(3in8;a;ri?ii
Re: ACL LOCATIONS HEADQUARTERS; #42, #43', #44, i#45 andGREENivoon-
#46
(3 171 MA.P-1999
Dear Gary Carter,.
LAFAYETTE We.are;please,to have the opportunity again.to.resubmit,the;following proposal for<pest
05)7at 477o control services;for all-,6 fsre station facilities: With these economic'tiriies'being as;they`
ate, we are pi-avidiog the same excellent service at-,the same priceas in=2006
LEBANON
65l 485-0799 This-proposal is-designed-to protect the fire stations fropi pest developing:inside: This.will
provide the firefighters with a comfortable and safe environment.
SIARION
E;1 b?-es, SCOPEAND FREQUENCY
MARTINS'!ILL6
we propose 10 rendeT'monthly inspectlonand Service-for the control of roaches, ants,
(7o53a2.3801
mice: rats, and silverfish. We will be ayailable to render emergency`setvice between our
regularly scheduled visits artiosadditional cost when the necessity arises.
MUNCIF
(7651
RODENT CONTROL,
NCBIes 327.
t Wheneverapplicable,.we will strategically place rodem stations:in.st'rategic3ocations.
r:17ti s•; 3?2
Each time their ate Serviced, the date will be recorded on Melt.
ELAINElan
33 6b8 INSECT CONTROL,
SHFLBYVILIF, For the:control.ofinsects, `ve will apply only materials registered and labeled for use.in
17I713? ai.a :these, buildings- Areas-to`be:covered, but not limited to:
s'rnN 1 All entrances 4 Fire truck bays
(765V675•799I 2 Kitchen/Break areas 5 Food Storage Area
3 Public restrooms 6. Dining-Areas L
7 Offices and any other area upon request 11 `'q g pq��i` 9a
/�,l 9
MEMBEW NATIONAL StINDIANA PEST1MANAGE ENT ASSOCIATIONS , BETTER'BUSINESS BUREAU •CHAMBER OF COMMERCE
FOR OTHER LOCATIONS OR INEORMA LION CALL(Sf1 )233-2722 OR VISI-I www:seeahigsiet'
09/29/2008 t@i0B 3715475535 ARA6FESTCONTROLINC PAGE 03it
COMMUNICATIONS
The backhone:of:a good.pest control:program is,the communicationsystem that is setup: We;
therefore,:feel.that this;is on of the most important phases,of.our pest control service
•
To;assure that good commuuications aim maintained,-we will set up_a pest sighting book n each
fire house: All;pest;sightings'or"potential problems should be°recorded.in this book When:our
technician arrives for his service, he will check in with your-designated'representative, review this
pest.sighting book with this person and his treating`schedule for the'day, and then proceed.
Upon completion of his work, he will once again:cheek in with the proper personnel, review'his
5ndingsand treatment rendered, and present his.setvicelinvoice for-signature:
In addition to map location'ofall permanent rodent stations; we.will•supply you with ailist of all
insecticides;androdenticide'being used your,offiice,buildings. This,of course; is in compliance
with Federal, State regulationstand;MSAS's will b&supplied When.requested.
SAFETY
Safety is of ptimeconsideration.to our company. We will only use those products approvedby
Federal, State, and Local agencies- AIL materials areappiied only in accordance;with label
directionsi
Our services are rendered by thoroughly ±rained, uniformed technicians-under the supervision:of
people with years ofexperience andare certified by the State of Indiana.
IENGTIEOFSERYICE AGREEMENT
Our proposal;can be'canceled bv,either'party,with a 30 day written notice. The,price is
guaranteed..for two years..
PROGRAM INVESTMENT
The investment for the-foregoing services will eolith-the to he
LOCATION MONTHLY SERVICE CHARGE
Carmel Fire l-1eadquarters.Station'#.41 $46:00
(Station& :\drain Areas)
Carmel Fire_DepartmenfStation.#42' $30;00
Carmel Fire.AepartmentStation #43 $30 00
Carmel Fire Department Station 444 $30 00 if Zl - 9,
EXHIBIT «1
09%29/2068 1e: aH 371,5475535 ARASPESTCONTROLINC PAGE ea
Cannel Fire Department•Station,445 $30:00
(Statioui Only)
Carmel Fire Department Station446 $39:00
TOTAL MONTHLY CHARGE $1.96.00
Looking,forward'to being of ervice to you,
Sincerely,
A1C B TERMITE& PEST CONTROL,. INC
"to S17- -
J. Michael O'Neill
ACCEPTANCE DATED
CITY OF CARMEL FIRE DEPARTMENT
By: or PO##
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