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Deering Cleaners/CFDDeering Cleaners Fire Depanment 2009 Appropriation #43 506 00 P 0 #12661 Contract Not To Exceed $16 875 0D rat #- at2 y 09 oa, APPROVED 49 TO FORM BY CK 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 Deering Cleaners an entity duly authorized 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 execuhon 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 43 506 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 31 Vendor estimates that the total pnce for the Goods and Services to be provided to City hereunder shall be no more than Sixteen Thousand Eight Hundred Seventy Five Dollars ($16 875 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 penod Cdy shall pay Vendor for such Goods and Services within sixty (60) days after the date of City s receipt of Vendors 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 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 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 pursuant to or as part of that certain City of Carmel Fire Department Proposal Package for Cleaning and Inspection of Turn Out Gear 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 Agreement have been selected by Vendor based upon City s_stated use and are fit and sufficient for their particular purpose IZAF p.m l.RW.n I Se.'lF1P.[ WIVE WEIEERNO RF,AMRS eked &St-- ...511n11 r i 55 AA Deering Cleaners File Department 2009 Appropnanon #43 506 00 P 0 #12661 Contract Not To 1 xceed 816 873 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 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 promptly furnish to City in such form and detail as City may direct a list of all chemicals matenals substances and items used in or dunng 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 wntten warning and notice (including appropriate labels on containers and packing) of any hazardous matenal utilized in or that is a part of the Goods and Services 7 LIENS Vendor shall not cause or permit the filing of any hen 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 thereof by payment or bonding City shall have the nght to pay such lien 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 provide the 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) 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 nght to (1) terminate all or any parts of this Agreement without liability to Vendor, and (2) exercise all other nghts 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 dunng the term of this Agreement with an insurer licensed to do business in 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 injunes including but not limited to personal injury, sickness disease or death of or to 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 shall be no less than those amounts set forth in attached Exhibit C Vendor shall cause its insurers 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 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 attomey fees) for injury death and /or damages to any person or property ansing 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 IL1E Bs MT Dananansfe. aY Sav%MFlRL OEITVrotDVUD.G CLEANERS Comb & Saws.a N1/MN'33 ADM Deenng Cleaner% Fire Department 2009 Appropriation #43 506 00 P 0 #12661 Contract Not To Exceed $16 875 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 attomey 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 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 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 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 Indiana and City prohibiting discnmination against any employee applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire tenure terms conditions and pnvileges 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 nght of such party to require such performance at any time thereafter nor shall 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 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 s pnor wntten 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 pnce set forth herein shall be the full 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 govemed by the laws 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 nght to a jury tnal agree to Ole any such lawsuit in an appropnate court in Hamilton County Indiana only and agree that such court is the appropnate venue for and has lunsdiction over same 1Z P BeAMpaumaaalteRs m.iSa,mfRF KT RADFFRR.G CLEARERS Gaud & Sm e8 5/1/2110511.15 Deenng Cleaners fire Department 2009 Appropnation 443 506 00 P 0 #I2661 Contrast Not To Exceed $16 8b 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 wnting 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 Deenng Cleaners 602 N Capitol Ave Indianapolis Indiana 46204 Telephone 317 251 3473 E ris'j fA dcedvbdourAvg►^ ATTENTION 'Greg Rankin root, 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 181 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 appropnated 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 terminaton except that such payment amount shall not exceed the Estimate amount in effect al the hme of termination unless the parties have previously agreed in writing to a greater amount [LI!laOY Mora w 9>, nail Rine u/SIRF DERNW007QRINLClfA41. RS Gm B Saw w di.YJYlRBJISIAI.Q Deenng Cleaners Fite Department 2009 Appropnation #43 506 00 P 0 #1266I Contract Not To Exceed $16 875 00 18 2 City may terminate this Agreement at any time upon thirty (30) days pnor 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 effect at the time of termination unless the parties have previously agreed in wnting to 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 have the authonty 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 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 approved Vendors 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 wnting to provide such additional goods and services shall such goods and services be provided by Vendor to City A copy of the City s authonzation 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 penod 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 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 nghts 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 voluntanly and without any duress undue influence or coercion pv 11014y -Or lend as AIMME DEPTIONADEERNG CLEANERS (A! a.,ma.dPMOONI 31 WI Deenng Cleaners Fire Department 2009 Appropnation #43 506 00 P 0 #12661 Contract Not To rxceed $16 875 00 26 ENTIRE AGREEMENT This Agreement together with any exhibits attached hereto or referenced herein constitutes the enbre agreement between Vendor and City with respect to the subject matter hereof and supersedes all pnor oral or wntten representations and agreements regarding same 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 wntten amendment executed by both parties hereto or their successors in interest IN WITNESS WHEREOF the parties hereto have made and executed this Agreement as follows CITY OF CARMEL INDIANA DEERING CLEANERS by and through its Board of Public Works and Safety By � i� By fl— / ar ames Brainard P -sidm' 0 cer l ate . • Altrni Mary An Date Lon S Date urke Mem 4 ember I' ATTEST ES Diana Cordray IAj9' Clerk Treasurer Date / / /i2 (1 / j/// 2 Barak n.mrnrmu SawamMF 0711.10ANFRWG CILIMUS teeth & Sa.we.bJi2J1I %t 'IS mg Authonzed Sgn�turc� Printed Name Ofraan (t. Title FID/TIN IS - 207Y080 SSN if Sole Propnetor Date 5-27 -09 DEERING CLEANERS • n env NTA W May 11 2009 Mr Gary Carter Quartermaster Carmel Fire Department 2 Carmel Civic Square Carmel IN 46032 RE NFPA Advanced Cleaning and Inspection Services Dear Gary We are pleased to present this proposal for turnout gear cleaning and repair services to the Carmel Fire Department We have enjoyed working with you and the Carmel Fire Department and are pleased to have the opportunity to continue serving you Our services are based upon addressing several important issues Those issues include 1 Adhering to NFPA 1851 care and inspection standards 2 Documentation All cleaning inspection and repairs are documented according to NFPA 1851 standards All documentation is available to the CFD through our online software Posi Track 3 Convenience/Turn - around time We retum items in 24 to 36 hours 4 Pricing We offer very competitive pricing within the industry and are the only local certified company performing cleaning and inspection 5 Repairs We are able to assist in seeing that your repairs are addressed in the manner that you prefer We have a sister company that is one of the highest rated certified repair centers in the country Through them we can handle all care transferring and billing for these services Also if there is another preferred vendor we can clean the gear ship it for repair and then have it either shipped directly to you or back to us The Benefits of Our Care Program • Assures gear is cleaned and inspected according to NFPA 1851 standards • Provides the closest and most competitively priced solution available for a program adhering to manufacturer recommended care practices • Increases garment life and reduces repair /replacement costs • Reduces danger to the firefighter and liability to the department • Assures that warranty will not be voided • Increases convenience because we pick up and deliver generally offering 24 hour turn around time Complete ensembles will be packaged together for return to the firefighter • Provides documentation of all cleaning inspections and repairs in a format that is accessible to CFD at any time through your own online account "EXHIBIT k 31 602 N Capitol Ave Indianapolis IN 46204 Phone 317 251 3473 Fax 317 202 4660 DEERING CLEANERS IAWNTAWN NFPA 1851 Cleaning and Inspection Programs Deering Cleaners offers an NFPA 1851 certified cleaning and inspection program Our services under this program include • Pre - spotting heavily soiled areas • Cleaning garments utilizing a proprietary senes of chemicals in a gentle multi - bath system lasting over one hour • Providing special handling and cleaning of gear containing bio hazard material or heavy oils /greases • Individually hanging each garment for fan assisted air drying • Checking garments after each cleaning for cleanliness general condition and necessary repairs • Packaging complete ensembles together for retum to firefighter • Documenting all gear cleaning • Performing prescnbed inspections according to NFPA 1851 guidelines including documentation Convenience Deenng Cleaners is located in downtown Indianapolis Due to our close proximity we are able to offer free pickup and delivery and often a 24 hour tumaround on all cleaning Additionally should the need arise for any special service we are happy to assist in any way possible and generally will not add additional charges unless excessive measures are required Pricing Deenng Cleaners offers a very competitive package for documented cleaning and inspection with the highest level of convenience provided to the Carmel Fire Department Our 2009 price list for our fully NFPA compliant gear cleaning services based on quantity discount is as follows NFPA 1851 Full Compliance Program FIRE GEAR Outer shell (each piece) $7 00 Inner Liner (each piece) $7 00 Documented Advanced Inspection (per 4 pc set) $40 00 Hood $3 00 Gloves (pair) $3 00 Suspender $2 50 HONOR GUARD CLOTHING Laundered Shirt $1 89 2 pc Suit $10 40 Ascot $3 50 "EXHIBIT 602 N Capitol Ave lndiampolis IN 46204 Phone 317 251 3473 Fax 317 202 4660 DEERING CLEANERS II A W NT AWN We greatly value the long term relationship that we have established with the Carmel Fire Department and are excited about the possibility to continue to work together in the future If you have any comments or questions please contact us anytime at (317) 251 3473 Sinferely Greg Rankin Owner "EXHIBIT 602 N Capitol Me Indnnapolis IN 46204 Phone 317 2)1 3473 Fax 317 202 4660