Loading...
Stanley Security Solutions, Inc./FAC Stanley Secunty Solutions, Inc MontananceDepartment 2009 APPROVED, AS O Appropnabon #1205 500 P 0 #20166 Contract Not To Exceed 54129 12 FORM BY 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 Stanley Secunty Solutions Inc 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 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 appropnation number 1205-500 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 One Hundred Twenty Nine Dollars and Twelve Cents ($4,12912) (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 forty -five (45) days after the date of City's receipt of Vendor's invoice detadmg 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 8 and Vendor has otherwise performed and satisfied all the terms and conditions of the 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 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 descnptions and /or quotabons 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 bmety good and workmanlike manner and free from defect Vendor acknowledges that rt 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 it is expressly agreed that under no circumstances shall Vendor or City be held liable for any incidental special consequential damages including but not limited t0, loss of profits, whether arising under alleged breach of Agreement, negligence stnct liability, or any other legal or equitable theory pea amonteaa[7 Wesatamaraamry .MC.O..fkreas►.etmatm lawaw Stanley Secunty Solutions Inc Maintenance Department 2009 Appropnatton #1205 500 P 0 #20166 Contract Not To Exceed $4 129 12 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 limey 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 mcludmg 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 fumish to City sufficient written 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 hen is fled and Vendor fails to remove such hen within ten (10) days after the filing thereof by payment or bonding, City shall have the nght to pay such ben 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 Vendor's warranties, (b) fails to provide the Goods and Services as specified herein (c) fads 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 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 mamtam 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 miunes 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 pnor notice to City Vendor shall indemnify and hold harmless City from and against any and all Irabihbes, 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 connection with Vendor's provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property Wne tow, uranemrvaSM&WmIAI Sruoareintrcmrmas. wadi rwatamnm MO AM Stanley Secunty Solutions, Inc Maintenance Department 2009 Appropnahon #1205 500 P 0 #20166 Contract Not To Exceed 54,129 12 Vendor further agrees to indemnify defend and hold harmless City and its officers, officials agents and employees from all claims and suds 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 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 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 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 orlgin 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 pace 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 fled hereunder, they waive their nght to a Jury teal 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 funsdiction over same aV SWAY Catenl sel StalocOMADIMIANOMICTMILEVIWIRRY1101.111101 Oran Bentesiat iaMWI 100 Na Stanley Scanty Solutions, Inc Maintenance Department 2009 Appropnaton #1205 500 P 0 #20166 Contact Not To Exceed S4 129 12 16 SEVERABILITY If any term of this Agreement is invalid or unenforceable under any statute regulation ordinance, execuhve 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 mad 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 Jeff Barnes A� Douglas C Haney City Attomey Department of Law One Civic Square Cartel Indiana 46032 t hip MiA A CRS, Of Ali It %%aux 4o If to Vendor Stanley Security Solutions, Inc rim stwwu S A/eart 50 .✓rtgM 1"C 11947 Cumberland Rd cwt ear ls+• c Fishers Indiana 46038 cwt. A w ing.%s to vcaso Telephone 317 -407 -7732 IWO Lt4AL. Di pA M1t a.• yt ATTENTION Sizucc Riesrc41 -Q Gl Notwithstanding the above, notice of termination under paragraph 18 herembelow shall be effective if given orally as long as written notice is then provided as set forth heremabove 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 temimate 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 represenbng 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 wnbng to a greater amount at [NVA�mMW W lenketOSIDSANCIAXGASTAMAY SECURITY =MONA0 COA• fnmmrKel!'� 11.,A., Stanley Security Solutions, Inc Maintenance Department 2009 Appmpnanon 01205 500 P 0 #20166 Contract Not To Exceed $4 129 12 18 2 City may terminate this Agreement at any hme 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 terminabon except that such payment amount shall not exceed the Estimate amount in effect at the hme 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 authonzed 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 th time, request Vendor to provide additional goods and services to City When Cdy 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 th pay for same, and has authonzed Vendor, in writing to provide such additional goads 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 termmahon provisions set forth in Paragraph 18 heremabove this Agreement shall be in effect from the Effective Date through December 31 2009 and shall on the first day of each January thereafter, automahcally 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 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 volunlanly, and without any duress, undue influence or ooeraon IteaStPaasattadisal IknosIMAIIMIWCVSMASTAta2 @OMY Kaunas. DC OsertaM.11/1941009 IMtAM 'Stanley Security Solutions, Inc Maintenance Department 2009 Apprapnanon #1205 500 P 0 #20166 Contract Not To Exceed $4,129 12 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 prior oral or wntten representations and agreements regarding same Notwithstanding any other term or condition set forth harem 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 condihon contained In this Agreement shall govem 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 S jnal CITY OF CARMEL, INDIANA STANLEY SECURITY SOLUTIONINC by and through Its Board of Public Works and Safety B y BY n Ja s Brainard, Presiding Officer Authorized Signature Date L to Panted Name Mary An u rke Member Date ,Qa c_ro,2 o,-e/' s dle Lon S Wats ember FIDITIN S 9 C /l 2 9/ Lf Date r t JLl I ncI SSN if Sole Propnetor ATTEST, Date 0/47/900 9 qi s Tana Cordray I Tr urer Date t Mill ranoo..anaawo.+r..rwu+ vwargsr meranartr mmnIcaw.rgsaswm0**A3 r STANL Stanley Security Solutions, Inc 11947 Cumberland Rd Fishers IN 48038 Phone 317.407 7732 Pax Security Solutions CARMEL GOVERNMENT CENTER ONE CMC SQUARE Q as Number 168589 CARMEL IN 43032 Account 4 CAROBS Attn Jeff Scares Phone (317) 571 2448 Fen: (317) 571-5854 Project 1885844 Camel Government Center Re-Key Proposal WE ARE PLEASED TO QUOTE AS FOLLOWS Item Catalog No Description qty Unit Unit Price Amount Additional Operating Keys 1 1AM 1.44J1 2 K$897 K5800 1AM PATENTED KEYS 10 each 5397 539 70 Total 53970 Deadbot for Door with Passage Handle 2 73171(412 Less Core 7T MEDIUM DUTY 1 each 854 21 554 21 T BULAR LOCK Total 55421 Grand Master Keys 3 1AMS441 2468897 K8800 1AM PATENTED KEYS 2 each $5 01 51002 Total 510 02 Keystone 500 Con and Key Control Software 4 1(6800 KEYSTONE M00 KEY AND 1 each 581747 8817 47 CORE CONTROL SOFTWARE Total $817 47 Master Keys 5 IAM3MJ1 2 K8897 KS800 1AM PATENTED KEYS 2 each 55 01 51002 Total 510 02 MX8 Patented Cores 6 1CM7MJ12928 1CM PATENTED CORE 114 each 52805 53 197 70 Total 33 197 70 MATE RI 54.1291 TOT 94.1291 SPECIAL NOTES Note Each combhlatsd core is supplied wth 1 operating key PRICES INCLUDE Complete door by door survey vie order Mesterkey Schematic plermin9 1 Control key with IMlel order (New Mastetkey System Ordy) 1 Operahrp key Included with each combMeted con "EXHIBIT Page 1 ate