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�.stree!Depanment 2009 APPROVED, ASp TO
Appropnation#0043 515 01 P O #18798 FORM BY O
Contract Not To Exceed$600 00
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
Braden Business Systems 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 appropnation number 403 515 01 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 price for the Goods and Services to be provided to City hereunder
shall be no more than Six Hundred Dollars ($600 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 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 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 descnptions and/or quotations regarding same as were provided to Vendor by City
and/or by Vendor to and accepted by City 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
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Braden Business Systems
-StPeet Department 2009
Appropnatton#0043 515 01 P 0 #1879B
Contract Not To Exceed$600 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
ail 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 Goads and Services provided hereunder Vendor agrees to
furnish to City sufficient written warning and notice (including appropnate labels on containers and packing)
of any hazardous material 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 right to pay such lien or obtain such bond, all at Vendors 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 Vendors 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 penod 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 right 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 theiState 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 to any of Vendors 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 attorney
fees) for injury death and/or damagesato any person or property ansing from or in connection with Vendor s
provision of Goods and Services pursuant to or under this Agreement or Vendors use of City property
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Braden Business Systems
,. Street Department 2009
Appropnation#0043 515 01 P 0 #18798
Contract Not To Fxceed$600 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 attorney
fees and other expenses caused by any act or omission of Vendor and/or of any of Vendors 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
discrimination 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 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 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 a 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 price
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 right to a jury trial agree to file any such lawsuit in an appropnate court in Hamilton County
Indiana only and agree that such court is the appropriate venue for and has junsdiction over same
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Braden Bus]ne%Systems
Street Department 2009
Appropriation#0043 515 01 p O #18798
Contract Not lo Exceed S600 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 Dave Huffman
AND
Douglas C Haney City Attorney
Department of Law
One Civic Square
Carmel Indiana 46032
If to Vendor Braden Business Systems
9430 Priority Way W Drive
Indianapolis Indiana 46240
Telephone
E Mail wgorman@bradenonline com
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 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 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
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Braden Business Systems
Street Department 2009
Appropnation#0043 515 01 P 0 #1R798
Contract Not To Exceed$600)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 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 authority 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 suchwaddrtional goods and services desired as well as the time tramp 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
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 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 rights 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 voluntarily and without any duress, undue influence or coercion
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Braden Business Systems
Street Department 2009
Appropnation 00043 ,15 01 P 0 tr18798
Contract Not To Exceed$600 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 pnor oral
or written 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 theaparties hereto have made and executed this Agreement as follows
CITY OF CARMEL INDIANA BRADEN BUSINESS SYSTEMS
by and through its Board of Public
Works and Safety
By By
No-r ?rise 1,9_014 N- a49
James Brainard Presiding Officer Authonzed Signature
Date
Lrs Bv'wi btu-n —Wand?
_ffirea..—s/` _ _l, Printed Name
Mary An :urke Member
Date : - ^ I _ wonroR Accscaj 3p✓egentn-FiIre.
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Lon S r Member FIDTIN
Date SE5107
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Diana Cordray !AMU C�Treasurer
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