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Flooring Specialist Inc./CFD" FLOORTNG SPECIALISTS', IINC. Fire Department - 2009 Appropriation #43-501.00: P.0.412660 Contract Not To Exceed :$9.990.72 All" -NS40 FCa-v. AGREEMENT FOR PURCHASE OPGOODS 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 Hoard of Publio'Works,and Safety ("City"), and Flooring Specialists, Inc., anentityduly authorized to do business'ih 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 constitutes its acceptance of all of the Agreement's terms and conditions. 2. PERFORMANCE' City agrees to purchase the goods andlor services (the "Goods: and Services") from Vendor using City budget appropriation number 43=501.00 funds . Vendor agrees-to provide the Goods and' Semites and to otheruiiso 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 Nine Thousand Nine. Hundred Ninety Dollars and Seventy-Two Cents ($9,990,72) (the "Estimate'), Vendor shall submit an..invoice to City no more than once every thirty (30) days detailing the Goods w&Services provided to"City within such time period. City shall pay Vendor for such Goodsand Services within sixty (60) days-1-after-the date of City's receipt of Vendors invoice detailing same, so long as and to the:exlent such Goods and Services are not disputed, are in accordance with the specifications set forth in-Exhibit A, are submitted om an inv6a that contains the information contained on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions of this, Agreement: 3.2 Vendor agrees not to provide: any Goods and Services to Citythat.would cause the total cost of the Goods and Services,provided by Vehdor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof. 4. WARRANTY: Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those certain specifications, descriptions and/or quotations regarding same as were,provided to Vendor.by City and/or by Vendor-to and: accepted by `City all of which documents are incorporated herein°by reference, and that the Goods and Services will be delivered in a timely,, good and workmanlike manner and free from defect. Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods and Services provided to City pursuant to this Agreemert,havebeen:selected by Vendor based.upon. City's stated use and are fit and suf c.lenffor their particular purpose. ?21f Hiv s,My 0.x?rnLi'vmfwLmil$ov"o PFl CFPi`.2111MFLOORR'GSPFCIL1I Ci51>R1-n,d6L511LEGML1". t FLOORING SPECIALISTS, INC: Fire Department - 2009 Appropriation #43-501.001 P:O. 412660 Contract Not To Exceed $9,990.72 5. TIME AND PERFORMANCE: This. Agreement-shall, become effect! ve.as:of the; last date on'which a party hereto executes same ("Effective Dale"), 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 prom ptlyfurnish to City; in such form and detail as City may direct, a list of all chemicals, materials, substances and`ilems used in or during. the provision, of the Goods and Services provided hereunder, including the quantity; -quality and ccncenVation 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 sufffcient.written warning and `notice (including appropriate labels on containers and packing) of any hazardous. material, utilized in.. or that is a'partof'the Goods a., d 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 fled 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 bona, 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;, (6) fails to provide,the Goods and Services as specified herein; (c) fails to make progressso as to-endanger timefy 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 (easonable 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.rn 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.injuiries including,.„but not iimited,to, personal injury, sickness, diseaseor death of onto any of Vendor's agents,, officers„ employees, contractors and subcontractors; and, for any.injury to of destruction,of property,; including,, but not limited tb,:any loss of`use,resulting therefrom. The coverage "amounisshall be no less, than those amounts set forth in attached ExhibitC Vendor shall cause,its insurers to name City?as:an additionai insured on aitsuch insurance policies, shall promptly provide City, upon request, with copiesofall 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; demahds.or'expenses (includirig,.butnot limited to, reasonable attorney fees) for injury, death and/or dam ages'to -ari person orrproperty arising from or in connection with Vendor's provision of Goods and Services pursuant,to or"underthis Agreement or Vendor's use of-City property. ?Z^F 6nc,3,try a,cumaurPmreini,Asmica'FfPF DEPT 11("SL RMGSPECIUT6 sKSmw do?NIn"W ,.3$AM7 FLOORfNG SPECIALISTS,,tNC. Fire Department - 2009 Appropriation #43-501.00; P.O. #12660 Contract Not To Exceed s9,906.72 Vendor further agrees to..indemnify, defend' and hold harmless City and.its offll 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 peloimance 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 perfori-rair ;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 loss, damage and/or 'liability resulting, from any -such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall.survive the termination oflhis 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 for employment,or,other person in the provision of any Goods and Services provided b this•Agreement with 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. NOIMPLIEDWAIVER: 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 provlsiori of this Agreement constitdte,a waiver of any succeeding breach of the same or any other provision hereof. 11 NON-ASS€GNIVIENT: Vendor shall not'assign cr'pledge this,Agreement, whether as collateral for a loan or otherwise, and shalt not delegate its obligations, under this Agreement without Oity's-prior written consent.. 14. RELATIONSHIP'OF PARTIES. The relationship of the`parties herelo,shall be as provided Lorin this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors.ahd agents are employees of`Cily, the, contract price set forth herein. shall be the fuli:and maximum compensation and monies required of City to be paid to Vendor under or pursuant to 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 agree.thal, in°t_he 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 for and has jurisdiction over same. ?J_'E BniM1Y CYIrmm,f.M1Vi?walSwi U'IRE ptP1?SWYFLIXIIU?G SPECILIi,a.:., HSUVim.Jrc_VIL2i?Y)YAAt? FLOORING SPECIALISTS, INC: Fire Department - 2009 Appropriation x;43-50100; R'.O. #12660 Contract Not To Exceed $9.990.72. 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 theremaining 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.de.livered 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 45032 ATTN.' Keith Smith, Fire.Chief AND Douglas C• Haney, City Attorney, Department:of Law One Civic Square Carmel, Indiana 46032 If to Vendor: Flooring Specialists, Inc. 200 W. Carmel Drive Carmel,. Indiana 46032 Telephon e: ,317=846-3700 E-Mail: dana@flonngsoecialisbiz ATTENTION: 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 that such payment'amounhshall not exceed the Estimate amount'in,effect,at;the time of termination, unless the parties-have previously agreed in writing to a,greater amount. [2A[ Ba{r1b{y 0.iu,mp?t MfpfGUiW BI6WiP.'Fu.. PEPI,20VNFL0.7ILLNG SPECIIST [im15 @ SmiC¢M[.5![?P_g9?ll]9 A1.1] FLOORING SPECIALISTS. MC Fire Depart ment - 2009 Appropriation "#43-501.00; P_0.4-1216 60 Contract Not To Exceed $9,990.71 2, 18.2 City may terminatethis Agreement atany time 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 deliverer as of the date of termination, except that such payment,amount shall notexceed: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 warranhthat.Ihey, are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent:: 20. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time"fo'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 as the time frame :in which same are to be provided. Only after City has approvedLVendcr's,time and cost estimate for the provision of such additional goods and, services, has encumbered sufficient monies to pay-for sarne„ 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.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 through December 31, 2009, 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 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 EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the otnerwithi nespecl'to,ap of the covenants; terms; warranties and obligations set forth in Agreement. 24. NO THIRD PARTY' BENEFICIARIES This Agreement gives`nc rights or benefits to anyone other than City and.Vendor. 25. ADVICE OF COUNSEL: The parties warrant that they'hiave"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, undueinfl`uenceor coercion. tL? B 1IM,U,mn,NteSC'sievN S-'LV IRE UGYil311WJLOOWI'G SPCl113T GxLL, T.'$avinti.du[.513 ]llIX1yJ 0:]8 ANt FLOORING SPECIALISTS, INC. Fire Department - 2009 Appropriation #43-501.00; P.0„#126¢0 Contract Not To Exceed $9,990.72 26. ENTIRE AGREEMENT:: This Agreement, together with any, exhibits attached hereto or referenced herein, constitutes the entire agreement'between Vendor and City with respectao the,subject-matter nerebf, andzupersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject ,to paragraph 16=hereof, o'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 inlinteresti IN WITNESS WHEREOF, the parties hereto have made and executedahis-Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By: NoT James Brainard; Presiding Officer Date: J?Aw Aa4&,,ij& - Vary A h urke, Mem er Date. S71-7 .1D -O` ATTEST: FLOORING SPECIALISTS,,INC. 8y: Authoriz- "d S,ignature- X 1)41)ltp 4-- ul Printed Name Title FIDFIN:k -?ZOQ-70W SSN if Sole Proprietor: Date` [Z°.F.&1#M1F{llkNIMO.~O QNW ScY WFIRF OF.PIIEpRSL(1f GtiPMUTC WGSp-&c SI]LMl?I]ATli- MRY-11-2009 15:57 From:FLO0RING SPEC. 3178465700 To:5712615 FLO0_ __REVGs SPELL 1LIST, JNC. 200 W`Carmel Dr Carmel, IN46032 Phone v (317) 846-3700 Fax # {317) 846.5700 E-mail; dnn®@nnringspecialist,biz P.2/2 .PROPOSAL, 04TU QUOTE0 5/11'12009 1547 BILL TO, SHIP TO Carmel Eire Dcp1mmani CwmelFire Depanmenl 5teve Reaves StcveReeves 2 Civic Squpre 2 Civic S u:3 c $ , Carmel, IN 46032 1 Cannel; iN 0.8032 JOB Customer Phono' CuettrnorAlt..Phone SiairwaY 57 t-2(++011 DESCRIP.TIQN OTY RATE UNIT Total Stuirweys(4)711cmove Lristingg stair Flooring&'itistull 86 . 4901) - ce 4,11600'1' new. Rubber slepdread Calvr 707 Drown Step Riser. Canvas 911 1/8".rubber- G vinyLRasc 4 . 99.00 ca MAT Landing- Tilc RT125 Raund; 24" x 24' #47-Brown 32 2496 an 79g 72T AdhesivOpmp& leveler 4 . 12500 ca 500.00T Take;up & prepldrspcs`c• 12 , 75.00 ca MOM Install step,nase 80 3000 qa 2;600.00. Install riser so 5011 ea 400.00 Install landing 32 15.00. ea' 690 00 NOTr:: Tax cxcnipi slgnaturtr Subtotal 59:990.72 NOTICE..Oh LION Rlod'rS-PURCHASER LIARR'FOR COLLECT I0N'COSTS . I arknowledge having boen adviscd of the ekistencc df the`nghts of f loaiing §peciiina Inc, Sales Tax (?.?%? - E0.00 Gl ha c li n is to o umtt ni s e ogpir t the property where thagoods urc in be insmiledso secure payment, for the.ycods; find vwoive'thc service at°uny olhcr notice df such rights rcduircd.0y n 7 I dC? I low. I 'any,cvent:atgree to pgy,all costs oreollccnon, mcluding.mtomeyi;1"S.. incurred by 59;990.72 vw,ne.utrvrw. ... ... c cnvu u,. uic cur¢unni or rmy sums' our., 4 u PACT rms ngrecmem Dr - necndsary. "EXHIBIT ?