Gordon Flesch Co., Inc./CFD &c+0 .2(./0 1
Gordon Flesch Company, Inc.
Fire Department 2010
Appropriation #43- 515.01; $703.50 102 640.00: $14,885.00 P.O. #12770 A PPROVED, Contract Not To Exceed $15,588.50 F A
F® ,rfr By. gi►
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
Gordon Flesch Company, Inc., 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 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 appropriation number 43- 515 -.01 102 640.00 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:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Fifteen Thousand Five Hundred Eighty Eight Dollars and Fifty Cents
($15,588.50) (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 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, 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 Agreement have been selected by Vendor based upon City's
stated use and are fit and sufficient for their particular purpose.
[Z:\H Bass \My Documents \Prof s{onal St.rvlcedFORMS \Goods Savicu, Rev 8- O6- O7.doc:4 /8/2010 1 :48 PM] 1
Gordon Flesch Company, Inc.
Fire Department 2010
Appropriation #43- 515.01; $703.50 102- 640.00: $14,885.00 P.O. #12770
Contract Not To Exceed $15,588.50
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, 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 Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate 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 lien 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 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 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 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 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 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 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.
[Z:\F Bn \\Mv Documuns\Prole Sawn,. Swicc Rev 8- 06- 07. dm. :4 /X/2010 1 :4% PM] 2
Gordon Flesch Company, Inc.
Fire Department 2010
Appropriation #43- 515.01; $703.50 102- 640.00: $14,885.00 P.O. #12770
Contract Not To Exceed $15,588.50
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 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
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 as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City's prior written 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 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.
[Z:\E Ba.s\My Docu,, nt,\Prof sional Suvlcec\FORMS \Goods Suvlu.. Rev 8 -06-07 doc:4 /8/2010 I:48 PM] 3
Gordon Flesch Company, Inc.
Fire Department 2010
Appropriation #43- 515.01; $703.50 102- 640.00: $14,885.00 P.O. #12770
Contract Not To Exceed $15,588.50
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: Keith Smith, Fire Chief
AND
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Gordon Flesch Company
6848 Hillsdale Court
Indianapolis, Indiana 46250
Telephone: 317- 331 -1647
E -Mail:
ATTENTION: Patrick Ritchie
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:
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 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.
[Z \E Bass\My Documull.\Prnfesiondl Suv,cc.\FORMS \Good Sum] cs Rev 8- 06- 07.doc:4 /8/2010 I:48 PM] 4
Gordon Flesch Company, Inc.
Fire Department 2010
Appropriation #43- 515.01; $703.50 102 640.00: $14,885.00 P.O. #12770
Contract Not To Exceed $15,588.50
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 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 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 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
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, 2010, 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 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.
[Z:AE Baca My umwsVProl ssional Savicvi\FORMSVGods Saw. RCN' 8- 06- (17.doc:4 /8/2010 1 :48 PM] 5
Oordosa latch Company,
The Deportment Appropriation 043415.01; $703.50 k 10244000: 3I4,88S.00 P.O. #12770
Cc isctNotTo Bawd $15,38150
28. ENTIRE AGREEMENT.
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
egreerneit between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representattena and agreements regarding same, Notwithstanding any other term or condition set
forth herein, but sulgact to paragraph 16 hereof, to the extant any term or condition contained in eny ecdribk
attached to this Agreement or In any document referenced herein cordibs with any term or condition
contained In this Agreement, the tens or condition contained In this Agreement shall govern and prevail.
This Agreement may only be modified by 'mitten amendment executed by both parties heroic, or their
successors In interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARNET„ INDIANA GORDON FLESCI4 COMPANY, INC.
by and through its Board of Public
Works and Safely
By Sy �/f/
James Brainard, Reeding Officer Au 4- (gnNure I
ell Name
Date 1tti
Lail S.W;�u.0
Dt1 �J sSN W Sole Proprietor:
A TEST% Date,
a Co ray, CIa11G.T
Date: —l)
Mgt !weal c.®...vn+- ..mdAraelatalg nataa m...»see0, sue* I **4I VW 6
@i Q ROM
e G O R D O N F L E S C H CONDITIONAL SALES CONTRACT AND SECURITY AGREEMENT
C O M P A N Y I N C.
DATE March 22, 2010
P.O. NO.
TERMS
CUSTOMER NO. PHONE NO.
s Same
City of Carmel Fire Department B
L 2 Civic Square
JP
Carmel, IN, 46032 T
o {x ZIP 4
x ZIP +4
QUANTITY _4 EQUIPMENT, SUPPLIES IAND r r UNIT PRICE p' AMOUNT,
1 imageRUNNER C5045 Advanced N D'= 14,885.00 14,885.00
CFU, Staple Finisher A -1, 2/3 Hole Punch Unit, PCL,
f{k
WARRANTY: 90 Days or n/a copies, whichever comes first. Includes all parts, '.TYPE I
labor, travel, service and emergency calls. N ,NEW
R -REMFG
DRUM WARRANTY: No warranty other than those offered by the manufacturer, expressed TAX EXEMPT
or implied.
N UMBER
DATE� sPnr BE ROUTING INSTRUCTIONS ri �IPP i a r a4 ar ��N,'TOTAL
TOBE l i a,' n
,INSTAL a t, a f a D ='DELIVE aS SALES REP..,DELIVERY ...,X TO :IBE,SHIRPEDe d. 14,885.00
In addition to the total amount, customer shall be responsible for payment of any sales, use or similar taxes attributable to this transaction.
COMMENTS:
CREDIT INFORMATION: CORPORATION PARTNERSHIP SOLE PROPRIETORSHIP YEARS IN BUSINESS
NATUR F BUSINESS For Proprietorships, Partnerships and Corporations less than 2 ye Iran
business, plea show names, resident address and social security number of principals of officers (President and V.P.)
1.
FIRST NAME MIDDLE INITIAL LAST NAME ADDRESS SOCIAL SECURITY NO.
2.
FIRST NAME MIDDL•E_INITIAL LAST NAME ADDRESS SOCIAL SECURITY NO.
EXACT BRANCH ACCOUNT NUMBER TYPE OFFICE TO CONTACT PHONE NUMBER
BANK REFERENCE:
TRADE REFERENCE OR TERM DEBT ADDRESS PHONE NUMBER CONTACT
1..
2.._
THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON TWO PAGES WHICH ARE MADE A PART HEREOF AND WHICH YOU
ACKNOWLEDGE THAT YOU HAVE READ. By signing this Agreement, You agree to the terms on both pages 1 and 2. GFC and You agree that a facsimile,
scanned and /or e- mailed or otherwise reproduced signature on this agreement shall be a binding signature and carry the same legal force as an original
signature. This agreement may be executed in counterparts, which collectively shall be deemed one agreement.
SALES REP. SIGNATURE /NUMBER BUYER'S NAME (PLEASE PRINT) BUYER'S AUTHORIZED SIGNATURE
Note: This order is given by the buyer subject to all of the terms and conditions of the sale on the reverse side hereof, which conditions are expressly agreed
to and are incorporated herein, and is subject to acceptance by the Gordon Flesch Company, Inc.
"EX c l
AD M001 Re■7071206
TERMS AND CONDITIONS OF SALE REFERRED TO ON FACE OF ORDER
AND EXPRESSLY AGREED TO BETWEEN BUYER AND GORDON FLESCH CO., INC.
1. Title to said property shall not pass to the purchaser until due and payable as herein before provided, of any installment of
obligation is fully paid. payment or part thereof shall not be deemed to alter or affect the
purchaser's obligations and /or seller's rights hereunder with
2. No transfer, renewal, extension or assignment of this contract respect to any subsequent payments or default therein. Institution
or any interest thereunder, or loss, damage, injury, or destruction and prosecution of suit on default of purchaser shall not constitute
of said property shall release purchaser from his obligation a waiver of seller's other rights. Purchaser agrees that on seller's
hereunder; assignee of seller shall be entitled to all the rights of repossession there shall be no charges to seller for rent or
seller. storage of said property. Purchaser waives all rights on the
repossession of said property by seller to retention by seller of
3. The property shall remain strictly personal property whether said property for a specified time and to statements of
placed upon a permanent foundation or in what manner affixed or indebtedness by seller.
attached to the building or structure in which it may be contained.
Any affixing, in any manner, of the property to the building or 7. Purchaser agrees not to sell any of the property covered by this
structure shall be misuse in the meaning of Paragraph 6 below. contract without permission of seller. Any attempt at resale shall
constitute misuse within the meaning of Paragraph 6 above.
4. There are no warranties, express or implied, representations, Purchaser further agrees neither to remove nor to allow to be
promises or statements in connection with the sale of property removed the equipment from the county or from the state to which
hereunder except as may be set forth in manufacturer's current delivered, without consent of seller. Such removal shall constitute
warranty applying to property covered by this contract. misuse within meaning of Paragraph 6 above.
5. Time is of the essence of this contract. Any installment or 8. All remedies of seller whether provided for in this contract or
amount payable hereunder, if unpaid five (5) days after it conferred by law are cumulative rights and not alternative and
becomes due, shall include interest thereon at the highest lawful may be enforced successively or concurrently. All words used in
contract rate from the due date. In the event that any installment this conditional sales contract shall be understood and construed
shall not have been paid within thirty (30) days after it becomes to be of such gender and number as circumstances may require.
due and payable, the purchaser expressly acquiesces in the right Any provision hereof found upon judicial interpretation or
of the holder of this contract to delegate a representative to construction prohibited by law shall be ineffective to the extent of
endeavor in person to collect such unpaid installment and, in such prohibition without invalidating the remaining provisions
acknowledgment thereof, the purchaser hereby agrees to pay a hereof. This agreement, except as to the warranty referred to in
further charge in a sum equal to five per cent (5 of such unpaid Paragraph 4 and the address to be hereafter furnished for
installment, but such charge shall neither be less than one dollar payment of installments, constitutes the entire contract and no
nor exceed five dollars in any event. The purchaser agrees, in the waivers or modification shall be valid unless written upon or
event this contract is placed in the hands of an attorney for attached to this contract.
collection, to pay fifteen per cent (15 of the amount due or such
lesser sum as may be permitted by law, as attorney's fees. 9. This agreement constitutes the entire contract and no waivers,
additions, or modifications, either in writing or by parol, shall be
6. If the purchaser defaults in any payment or compliance with the valid unless written upon or attached to this contract.
terms hereof, or a proceeding in bankruptcy, receivership, or
insolvency, be instituted against the purchaser or his property, or 10. Purchaser authorizes seller or seller's assignee to prepare
the seller deems the above property in danger of misuse or and file a financing statement covering the collateral described
confiscation, the seller shall have the right, at his or its election to herein, together with proceeds and purchaser will at seller or
declare the unpaid balance, together with any other amount for seller's assignee's request, execute said financing statement for
which the purchaser shall have become obligated hereunder, to filing.
be immediately due and payable, and the seller or any officer of
the law may take immediate possession of said property from any 11. The Collateral will be kept at the address shown on the front
possessor with or without demand or notice (possession after of this order form, and such location will not be changed without
default being unlawful), including any accessories thereto, and for prior written consent of Secured Party.
this purpose the seller may enter upon the premises where said
property may be and remove same. The seller may resell said 12. To secure payment and performance of Debtor's obligations
property at public or private sale at any location, without demand in this Agreement, and all Debtor's future debts, obligations and
for performance, with or without notice or advertisement, with or liabilities of whatever nature to Secured Party or Secured Party's
without such property at the place of sale, and upon such terms assignee "Obligations Debtor grants to Secured Party a
as the seller may determine; the seller may bid at any public sale. security interest in the goods described above and all accessions
From the proceeds of any such sale, the seller shall deduct all to, and spare and repair parts, special tools and equipment and
expenses of retaking, repairing and selling such property, replacements for, and proceeds of all or any part of the foregoing
including a reasonable attorney's fee. The balance thereof shall "Collateral
be applied to the amount due; any surplus shall be paid over to
the purchaser, and in case of deficiency, the purchaser shall pay 13. Each person signing this Agreement other than Secured
the same with interest at the highest lawful contract rate plus Party, is a Debtor; and the obligations hereunder of all Debtors
costs of collecting the deficiency. Such repossession shall not are joint and several. This Agreement benefits the Secured Party,
affect seller's rights, hereby confirmed, to retain all payments it's successors and assigns, and binds the Debtor(s) and their
made prior thereto by the purchaser hereunder, nor shall failure to respective heirs, personal representatives, successors and
repossess be a waiver of the right to repossess. The sellers assigns.
acceptance, after the full amount may have immediately become
66
ST'
ADM001 Rev. 071206
TONER INCLUSIVE
e GORDON F L E S C H MAINTENANCE AGREEMENT
C O M P A NY, I N C. DOES NOT INCLUDE SUPPLY SHIPPING AND HANDLING COSTS
EFFECTIVE Install days or n!a copies after installation date.
Thru 1 yr
PROVIDES THIS IS NOT AN INVOICE
COPIES/
PREVENTATIVE MAINTENANCE ID MONTHLY BASE PRINTS EXCESS
To achieve quality performance of the NO. MODEL SERIAL CHARGE PER UNIT INCLUDED CHARGE
Equipment and minimize repair iRC 5045 B &W: $.0079 unlimited $.0079
interruptions.
C: $.0469 unlimited $.0469
CLEANING
The Equipment is kept clean and attractive
by tested techniques and specially
designed tools. Essential lubrication after
cleaning is with prescribed lubricants.
PLANNED PARTS REPLACEMENT
Parts are checked for wear and are
replaced without charge on an exchange
basis except where the Equipment has
been misused or abused.
Total
SERVICE CALLS
Service is without charge during GFC's Comments:
normal business hours.
GORDON FLESCH COMPANY, INC.
MEANS SERVICE
GFC's service representatives are 1 In addition to the total amount due, you shall be responsible for payment of any
thoroughly trained to service the sales, use or other taxes and fees attributable to this transaction or the Equipment.
Equipment. Their prime objective is
translating sound technical knowledge into Important Information Required:
the prompt, courteous attention your
Equipment needs. Name of person responsible for obtaining meter readings: (Automatic) Jean Junker
MODERNIZATION Phone Fax E -mail
Selected engineering changes that reduce
service time and improve Equipment (317) 571 -2616 317 571 4244 jjunker @carmel.in.gov
performance may be made on late models
where feasible at no additional cost to you. Contract INCLUDES Photo-Receptor, Developer /Initiator, Waste Toner Containers <select>
Drum Pro ration Charge:
Beginning Meter Reading:
BY INITIALING HERE, CUSTOMER UNDERSTANDS THAT BASE CHARGE IS INCLUDED IN A LEASE DATED
Customer (also referred to herein as "you hereby orders maintenance service and the GORDON FLESCH COMPANY, INC. "GFC agrees
to furnish such service for the personal property listed above "Equipment in accordance with the terms and conditions herein specified. THIS
MAINTENANCE AGREEMENT "Agreement IS SUBJECT TO APPROVAL OF A GFC SERVICE MANAGER.
THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON TWO PAGES WHICH ARE MADE A PART HEREOF AND WHICH YOU
ACKNOWLEDGE THAT YOU HAVE READ. By signing this Agreement, you agree to the terms on both pages 1 and 2. GFC and you agree that a facsimile,
scanned and /or e- mailed or otherwise reproduced signature on this Agreement shall be a binding signature and carry the same legal force as an original
signature. This Agreement may be executed in counterparts, which collectively shall be deemed one Agreement.
By:Patrick Ritchie 3/22/10 City of Carmel Fire Department
GFC Representative Date Ship to Customer Name
By
Customer Signature Date
Please Print Signature Name Title
2 Civic Square
Purchase Order Ship to Customer Address
PLEASE PROVIDE CURRENT PO# IF APPLICABLE
Carmel IN 46032
City State Zip 4
PLEASE COPY BOTH SIDES FOR YOUR RECORDS AND RETURN THIS ORIGINAL.
1
"EXHI.: IT
Rev 020909
TERMS AND CONDITIONS
1. TERM The term of this Agreement will be extended automatically without God, acts of civil or military authority, embargoes, epidemics, government
notice, for successive one year terms unless you provide GFC written notice that requirements, war, riots, insurrections, fires, explosions, earthquakes, floods,
you do not want to extend, at least thirty (30) days before the end of the scheduled unusually severe weather conditions, strikes or other labor disputes, or
term or any extended term. GFC may terminate this Agreement at any time by unavailability of materials and /or components and other causes beyond its control.
giving you thirty (30) days prior written notice. GFC may assign the service and The obligation of GFC to provide replacement parts under this Agreement is
supply portion of this Agreement without notice to you. conditioned upon the availability of the parts from the original equipment
manufacturer. Toner cartridges used by GFC in the equipment may be new,
2. CHARGES You agree to pay GFC all charges due hereunder in a timely remanufactured or reprocessed. In the event that replacement parts are no longer
manner. Terms are net ten (10) days. GFC may invoice you in advance for the readily available from the original manufacturer of the Equipment, GFC shall be
initial maintenance charge upon receipt by GFC of a fully executed copy of this released from its obligations pursuant to this Agreement.
Agreement. You shall also pay a prorated amount for any partial monthly billing
period, for the days between the effective date and the date of the first full monthly 5. WARRANTY GFC warrants only that; (1) it will make maintenance service
billing period based on a 30 day month. Alterations, attachments or specification available for each unit of Equipment covered by this Agreement pursuant to the
changes to the Equipment may result in an increase in maintenance charges. terms hereof, provided that the Equipment is located in a GFC servicing area, and
Prices and charges set forth herein are subject to an annual increase, on or about (2) all parts furnished hereunder will be free of defects in material and
the anniversary date of this Agreement, which shall not exceed 10% per year. workmanship at the time of installation.
GFC reserves the right to add an additional charge from time to time for the
purpose of offsetting fuel related costs. 6. RECONDITIONING When in the opinion of GFC, a shop reconditioning is
necessary for any of the Equipment because normal maintenance, repair and parts
If you fail to pay any sum to GFC within ten (10) days after the due date thereof replacement cannot keep a unit of Equipment in satisfactory operating condition,
you shall pay to GFC a late fee of 5% of the overdue amount plus accrued interest GFC will submit to you a cost estimate of needed repairs, which cost will be in
on the late payment from the expiration of said ten (10) days until paid, at a rate addition to the maintenance charges provided for herein. If you do not authorize
equal 10 the lesser of 1.5% per month or the highest legal rate permitted. and pay for such work GFC may refuse to extend this Agreement for the unit or
Maintenance may include adjustment, parts replacement, drums and cleaning may exclude the unit from this Agreement after giving you thirty (30) days written
material required for proper operation of the Equipment. On consumable supply notice.
inclusive contracts, consumable supply usage is based on published vendor
yields. Should your use of consumable supplies exceed the published yields for a 7, ENTIRE AGREEMENT This Agreement constitutes the entire contract
particular piece of equipment by more than 10 you agree to pay additional between GFC and you with respect to service of the Equipment covered by this
charges for such excess usage. You shall provide meter readings to GFC and Agreement and no oral or written statements not expressed herein shall be binding
inventory of consumable supplies in your possession upon GFC's request. In on GFC.
addition, in the event you fail to return any unused consumable supplies at the end
of this Agreement, GFC reserves the right to invoice you for such unused 8. LIMITATION OF LIABILITY GFC shall not be liable to you for any indirect,
consumable supplies upon termination of this Agreement by either party. special or consequential damages, or lost profits, arising out of or related to this
Agreement. GFC's liability to you, if any, shall in no event exceed the amounts
Parts to be furnished will be furnished on an exchange basis and will be new parts paid by you pursuant to this Agreement for a period of 12 months prior to the date
or parts warranted to perform as new when installed in the Equipment. GFC shall the claim is made by you.
not be responsible for damage that occurs in connection with the Equipment due
to misuse, intentional acts or negligence by you or anyone other than GFC. 9. BACK -UP OF MEMORY- You acknowledge that it is advisable and your sole
Maintenance shall not include electrical work external to the Equipment. responsibility to use virus protection software on all Equipment and back up all
Maintenance does not include any third party software or programming unless data on your Equipment that you deem necessary, prior to GFC's servicing of the
specifically provided herein. Equipment. In the event any data is lost or corrupted, you shall restore such data
3. DEFAULT AND CROSS DEFAULT- If you fail to pay any amount herein within at your sole cost.
ten (10) days after it is due and payable, or fail to perform as required herein within 10. INDEMNIFICATION You shall assume all risks including loss or corruption of
ten (10) days after notice thereof from GFC, or if you suspend business, become data, and liability for the Equipment and for the use, possession, operation, storage
insolvent, enter into or petition for a creditors' arrangement, or if a receiver is and condition thereof, and for injuries or death resulting to any persons and
appointed for any of your property, or if you shall suffer an adverse material damage to any property or loss or corruption of data arising therefrom. You further
change in your financial condition from the date hereof, and as a result GFC agree to assume liability for, and to indemnify and hold GFC harmless against, all
deems itself to be insecure, or if you shall be in default under any other agreement claims, losses, costs, expenses, damages, penalties and liabilities arising from or
with GFC, you shall be in default pursuant to this Agreement and GFC shall have
the right to exercise any one or more of the following remedies: (a) refuse to pertaining
is o f i t the Equipment, operation, and data loss ror, corruption, condition, e return or other
disposition of the Eipme and data loss or corruption, together with all l legal
continue to service and /or provide parts and consumable supplies for the fees and expenses incurred by GFC in connection with any liability asserted
Equipment, or (b) furnish service and /or parts and consumable supplies only after against it. The agreements and indemnities in this section shall survive the
being paid in advance for such service and /or parts and consumable supplies, at expiration or termination of this Agreement.
the price and rate then regularly charged by GFC for such service and /or parts and
consumable supplies. GFC shall have the right, but not the obligation, to elect that 11. OFFSET You hereby waive any and all existing and future claims and offsets
the entire balance of the fees and charges called for under this Agreement be against any payments due hereunder, and agree to timely pay all amounts due
accelerated and immediately due and payable. You agree to pay GFC's costs and hereunder regardless of any such claim.
expenses of collection, including reasonable attorney's fees. If you are in default
with respect to this Agreement, you will be deemed to be in default with respect to 12. NON WAIVER AND NON CANCELABLE No covenant or condition of this
all other agreements you have with GFC. Agreement can be waived except by the written consent of GFC. Forbearance or
indulgence by GFC in any regard shall not constitute a waiver of your obligation to
4. MAINTENANCE- During the initial term of this Agreement and any extension of perform the covenant or condition, and until you completely perform said covenant
a term, GFC will provide maintenance and repairs on each unit of Equipment or condition, GFC shall be entitled to invoke any remedy available to GFC under
covered by this Agreement as reasonably necessary in GFC's sole discretion, to this Agreement or by law or in equity. Except as otherwise provided herein, this
maintain the Equipment in good working condition. At your request, GFC will Agreement is irrevocable by you for the full term hereof and until you have paid all
provide additional maintenance on any unit of Equipment covered by this charges herein required.
Agreement at GFC's then prevailing rate for additional maintenance calls not
covered by a maintenance agreement. All regular maintenance included in this 13. MODIFICATION Neither this Agreement nor any supplement or rider can be
Agreement will be performed during GFC's normal business hours. modified or amended except by written agreement signed and currently dated by
If the Equipment is not made available for service at the location indicated on this
the parties hereto.
Agreement at the time GFC's service representative calls to perform regular 14. MISCELLANEOUS This Agreement shall be governed by and
maintenance, the maintenance will be performed only at your request. There will construed in accordance with the internal laws of the State of Wisconsin.
be no refund if in any such case you fail to request maintenance. This Agreement You agree that notwithstanding where you or the Equipment are located,
does not cover; (1) service or parts required by causes other than normal use of jurisdiction for any dispute between the parties shall be in Wisconsin, and
the Equipment, including but not limited to, acts of God, acts of civil or military shall be venued in Dane County, Wisconsin. You and GFC waive any right to
authority, government requirements, war, riots, insurrections, fires, explosions, a jury trial regarding any dispute among the parties.
earthquakes, floods, unusually severe weather conditions, or necessitated by the
installation of or malfunction of unauthorized software, parts, attachments or
devices, or (2) expendable consumable supply items such as copy paper or
toners. GFC shall not be responsible for failure to render service due to acts of 66 ExHi /1-
2 R �Pr(L_(Rev.�2OSw