Gilly's Flooring Brokers/CFD 3,GiIIy c flooring Brokers Inc
Fire Department 2009
Appropraton #43 501 00 P 0 #12688 APPROVED(
Contract Not To Exceed $4 991 42 FORAM By
V I O 1
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
Gillys Floonng Brokers Inc an enhty 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 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 Seances) from Vendor using City
budget appropriation number 43 501 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 Four Thousand Nine Hundred Ninety One Dollars and Forty Two Cents
($4 991 42) (the Eshmate) 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 this Agreement
3 2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost ofthe
Goods and Services provided by Vendor to City hereunder to exceed the Estimate unless Crty has
previously agreed in wnting 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 Crty 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 Citys
stated use and are fit and sufficient for their particular purpose
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r- -filly s Flooring Brokers Inc
Fire Department 2009
Appropriation #43 501 00 P 0 #12688
Contract Not To r'xceed $4 991 42
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 fist of
all chemicals materials 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 written warning and notice (including appropnate 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 fling of any lien on any of City s property In the event any such hen is
filed and Vendor fails to remove such hen within ten (10) days after the filing thereof, by payment or bonding
City shall have the fight 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 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 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 conshtuting 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 compensaton act for bodily injuries 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 destruchon of property, including, but not limited to, any loss of use resulhng therefrom
The coverage amounts shall be no fess 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 nohce 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 damages to any person or property arising from or in connechon with Vendors
provision of Goods and Services pursuant to or under this Agreement or Vendors use of City property
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,GiIiy s floonng Brokers Inc
Fire Department 2009
Appropnatton #43 501 00 P 0 #12688
Contract Not To rxceed S4 991 42
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 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
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 ongin 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 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 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 governed 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 file any such lawsuit in an appropnate court in Hamilton County
Indiana only and agree that such court is the appropnate venue for and has junsdiction over same
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Gdly s Floonng Brokers Inc
Fire Department 2009
Appropnation #43 501 00 P t) #12688
Contract Not To Exceed $4 991 42
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 retum 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 GIIly s Floonng Brokers Inc
1125 Brookside Avenue Suite C
Indianapolis Indiana 46202
317 919 7554 or 639 6236
ATTENTION Steve Weinberg
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
wnting to a greater amount
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Golly s Floonng Brokers Inc
Fire Department 2009
Appropriauon #43 501 00 P 0 #I2688
Contract Not To Exceed S4 991 42
18 2 City may terminate this Agreement at any time upon thirty (30) days pnor nobce 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 terminaton except
that such payment amount shall not exceed the Estimate amount in effect at the time of terminahon
unless the parties have previously agreed in writing 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 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
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 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 shah 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 voluntanly and without any duress undue influence or coercion
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26 EPiiIFF AGREEMENT
mots Agreement l'g..tnet with any exhibits attached heretc or re erencad herein constitutes ttw emrre
egteemert beta een Vendor and City anm respect to the sulyccl matter hereof and supersedes al' prior oral
or wn'ten reprssenlalicns and agreements regarding same hot vflhelandu'a_ anv other term or condition set
forth herein but subject to paragraph 16 hereof to the extent any Perm or condition contacted m any exhrblt
attach d to Itus Agreement or in any document refe enced herein conflicts with agy term or condgion
contained m this Agreement the term or coarntion contained in this Agreement shat gorem aid preia'I
Thus Agreement may only be modllwd by writtel amendmen executed by both parties hereto or their
successors in Interest
lit WITNESS WHEREOF the parties hereto hrva made and eyecLted Om Agreement as folio vs
CITY OF CARMEL INDI41''A GUY S FLOORING BROKERS INC
by and lhrougn its Board of Public
Work and Safety
By By Ciu
James 3 amard Presiding Officer t+u honed Sto at'Jre
Date ?MOP' 4 A Sik ve 1
_ad Panned Name
Mary A nn 3rkr ,hie tier 10 �t
Date I
Tam
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GILLY'SFLOORINGBROKERS INC Estimate
1125 BROOKSIDE AVENUE SUITE C
INDIANAPOLIS IN 46202 Date Estimate
9/14/2009 9059
Name /Address
Cannel The Department
2 Civic Square
Carmel IN 46032 9695
317 571 2609 (work) Captain Reeves
317 571 2615 (facsunile)
Project
Item Description Qty Rate Total
Upper Level Lakeroom main walkways
Spactficsnons 26mtnogOlefinConimercialCarpet
Replacing Covebase
Think you for the opportunity to be of service Fnclamed
is the test for the carpet labor carpet fnaght for the
Common Areas (Dormitory end to Battalion Chid ..nd)
Carpet Mohawk Manufacturer 135 6 09126 822 32
Defender Style #6355 26 ounce level loop olefin
Any color
1)'x81
adhesive Carpet Glue ICD 259 4 gallon pail or 20 gallons total 31 644 lag 22
Covebase 4114 Wall True 120 lineal feet per canal 360 060 21600
—complimentary color to carpel
labor Remove reset tarmac by Firefighter guys 0 000 000
labor Scrape up dispose of old shoed carpeting 122 162 197 64
labor Installation of new Glued carpetuig Wallbase True 122 5 25 640 a0
freight Carpet Freight 135 0 504 68 04
S15 5Sfyard 1 73/t1 metalled car new Covebase Tom
$13 577yard installed save old Wall trim {270 36}
Indiana Sales Tax 1 7 00% 000
Enjoy m Good Health—alt Flaanng Brokers
Total
S2 10272
Phone
317 6396236 "EXHIBIT 1
Y
GILLY'S FLOORING BROKERS, INC Estimate
1125 BROOKSIDE AVENUE SUITE C
INDIANAPOLIS IN 46202 Date Estimate 0
9/10/2009 9056
Name Address
Carmel Fire Department
2 Cove Square
Carmel IN 46032 8695
317 571 2609 (work) Captem Reeves
317 571 2615 (facsimile)
Project
Item Desenptton City Rate Total
Spa ushonns_...71i otnee Olefm Commercial Carpet
Replacmg Covebase
Thank you for the appo tumty to be of service Enclosed
is the cost for the carpet labor carpet freight for the
DonmOmv /f ntertarmoenl room
Carpet Mohawk Manufacturer 189 93 6 09122 1 153 25
Defender Style 06355 26 ounce level loop olefin
Any color
12 x 142
adhesive Carpet Glue ICD 250 4 gallon pal or 20 gallons total 5 31 644 15822
Covebase 4 1/4 Wall Tnm 120 hneal feet per carton 360 060 216 00
--complimentary color to carpet
labor Remove reset finntture by Firefighter guys 0 000 000
labor Scrape -up dispose of old glued carpetmg 184 25 1 62003 298 49
labor Installation of new Glued carpeting Wallbese Tnm 184 25 5 25004 967 32
freight Carpet Freight 189 33 0 50399 95 42
515 26 /yard 1 70/ft metalled w/ new Covebase Tam
SI3 83/yard installed save old Wall tnm (270 36)
Indiana Sales Tax 1 700% 0 00
Eayov in Good Health Gillis Flooring Broken
Total S2 88870
Phone 2 St
"EXHIBIT
317 639-6236
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