GHS/FacGETS;
Maintenance Dcparrmenr-2009
Appropriation 1!1205-4350100; P,0_#18465
Contract Not To Exceed k320.00
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APPROVED, AS 1(O
FORM Bv: R2
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
GHS an entity duly authorized to do business in the State of Indiana ('"Vendor"),
TERMS AND CONDITIONS
ACKNOWLEDGMENT, ACCEPTANCE.
Vendor acknowledges that it has read and understands this Agreement, 'and agrees that its execution of
same constitu'tes' itsacceptance•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, 1205-4350-100 funds. Vendor, agrees, to provide the Goods and Services and
to otherwise perform the requirements of.tNs 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 Four Thousand; Three Hundred Twenty Dollars ($4;320:00) (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 thiswAgreement,
3.2 Vendoragrees 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.lhe.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:ahose
certain specifications, description's and/or quotations regarding same as were provided to Vendor by City
andlorby Vendor to,and accepted by.City all of which documents are incorporated herein by reference, and
than 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 to4'this Agreement have -been, selected by Vendor based upon City's
stated use and`are fit,and sufficient'fot their particular purpose
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Maintenance. Department - 2009
Appropriation #1205-4350100; P.6.018465
Contracc Noc To Exceed $4,320.00,.
5. TIMEAND PERFORMANCE:
This Agreementshall become effective, as of the last date on which a party hereto executes same ("Effective
Date"), and both parties shall „thereafter peiform'their obligations hereunder in a timely,manner: Time is of
the essence of this Agreement:
DISCLOSURE AND WARNINGS:
If requesteobyCity, Vendor shall-promptlyfurnish 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
reiating'thereto. At the time df the delivery of the Goods and Services.prov'ided hereunder, Vendor agreesto
furnish to City sufficientw_ritten warning:and. notice- (includIng;appropriate labels on containers and_packing)
of any hazardous material utilized,in or that is;apart of the Goods?and;Services,
LIENS..
Vendor snail not cause or permit the filing of any lien on any of City'spropefty. 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 solecoat 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 snake progress so as to.endangertimely and proper provision rof 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, rnakes,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:fuil.force,and effect during the term of this Agreement; with an insurer
licensed to do business in the Stale 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 lp.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 shail:`be no less than those amounts set forth in attached Exhibit C. Vendor: shall
cause its insurers to name City as an additionalinsured on all such insurance policies; shall promptlyprovide
City, upon request, with copies of all such policies,.and shall provide that such insurance-policies shall not be
canceled withoufthirty (30) days prior notice to City: Vendor shall indemnify and hold, harmless Cityfrom and
against any and all-liabilities,.claims, demands?orexpenses (including, but not.limited to, reasonable attorney
fees) for in tu`ry, death and/or lamages to any parson or proparty arising from or in connection' with Vendor's
provision of Goods and. Services°pursuant:to or under this Agreement'or Vendor's use-otClty property.
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GHS
Maintenance Department - 2009,
Appropriation #11205-4350100; PO. 4118465
Contract NotTo Exceed $4,320.00
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, alt- court costs; attorney
.fees, and-other iezpehses, caused by any act or omission; of Vendor and/or of any of` Vendo'r'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,, s,tate,and'iocal laws„executive orders, Hiles, regulations and codes
which may beapplicable to Vendor's 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 toss; damage and/or liability resulting from any such violation.pf such laws,, orders, rules,
regulations,and-oodea. This indemnification obligation shall survive the terminationof 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 foremployment or other person in the provision=of any Goods
and Services'provided by this-Agreement with rb`specfto 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 aftor'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 shalf,not
affect-the right of such party to require such perform'a_nce at'any time thereafter,.norshall,the,waiver by any
party of a 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 hot"assignor pledge this.Agreement; whietheras collateral for a,' loan or 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'this Agreement,;and neither Vendor nor any
of its officers, employees; contractors, subcontractors and agerits are employees,of,City. The contract,price
set forth herein shall be the full and maximum compensation. and monies required of City to be pald't0
Vendor underor,pursuant to this Agfeernent,
15. GOVERNINGLAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the-la ws.of the,State'of.Indiana,,
except forits,conflict'of taws provisions. Thepadiis agree.that, in the:event lawsuitis 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-for and has jurisdiction over same.
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Maintenance Department - 2009
Appropriation 412054350100; P.O. #18465
Contract Not To Exceed $4,320.00
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: Jeff Barnes
AND
If to Vendor:
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.
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
GHS
8349 N. Washington Street
Sheridan, Indiana 46069
Telephone: 317-758--1507
Fax: 317-756-6997
ATTENTION:
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GHS
Maintenance Department - 2009
Appropriation#1205-43501M P.O.#18455
Contract Not To ExceedS4,320.00
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 only payment :for iha..undisputed
invoice amount of conforming Goods -arid Services delivered as of the date of termination, except
that.such paymentiamountshall not exceed the Estimate amount in effect at the time of termination,
unless the parties have previously agreed in.writing'lo a,greater amount.
19. REPRESENTATIONS"AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and"that the persons
executing this Agreement haveThe authority to bind the parlywhich'they represent.
20. ADDITIONAL, GOODS AND SERVICES
Vendor understands and agreesihai Citymay,,from'aime 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 well asthe.time frame:in which same are to be
provided. Only after City has approved Vendor's time,and cost estimate for the provision of skh additional
goods and services, has encumbered suffcient'monies'lo 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 authonzatiowdocuments for the purchafwo_f additional goods and services shall
be numbered and attached hereto 'in the order in whichTheyare approved,by City.
21. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 18
hereinabove, this Agreement shall be. iri effect from'lhe Effective Date through' December 31, 2009, and
shall, on the first day of each January thereafter,-automatically renew'fora peried,of one (1) calendar year,
unless otherwise agreed by the pa ties hereto
22. HEADINGS
All heading and sections, of'this,AgreemenI are inserted for conveiience only and do not form a part of 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, 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 rights orbenefits.to anyone other than City and Vendor.
H. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and,understandit, have had the opportunity to obtain
legal advice and assistance of counsel Throughout, themegotiation of this Agreement, and enter into same
freely, voluntariiy, and without any duress, undue influence or coercion.
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Maintenance Ikeparttnent - 2004
Appropriation #1205-4350100; P.0.419_4165
Contract Not To Exceed $4,320,00.
26. ENTIRE AGREEMENT:
This Agreement, together-with any exhibits attached hereto or referenced herein; constitutes the entire
agreementbetweer Vendor and City with respect to the;subjectmatter hereof, and,supersedes all prior oral
or written representations and agreements-regarding same. Notwithstanding any other term or condition set
forth herein, butsubiect,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 ey written amendment executed by both parties hereto, or their
successors in interest.
IN WITNESS WHEREOF, the.parties heretohave made and executed,this.Agreement as follows:
CITY OF CARMEL,.INDIANA
by and through its Board of Pubiic
Works and Safety
By
GHS
Title
FIDITIN; Qc(? - ?5 ,?_9 93 X
SSN if 5ole,Propbetor:
Date;.. r?ZC)5
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