GLA Collection Company/FIRE/ Ambulance Fee Collections GLA Collection Company, Inc.
Fire Department 2011
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES e fl `t
oci
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 GLA Collection Company, Inc. and GLA Collection
Company, Inc. of Indiana, 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. 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 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 conformance 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.
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.
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.
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GLA Collection Company, Inc.
Fire Department 2011
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.
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.
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GLA Collection Company, Inc.
Fire Department 2011
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.
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.
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GLA Collection Company, Inc.
Fire Department 2011
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
Fire Department
Two Civic Square
Carmel, Indiana 46032
ATTENTION:
AND
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: GLA Collection Company, Inc. of Indiana
PO Box 47308
Indianapolis, IN 47308
Telephone:
E -Mail:
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:
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.
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.
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GLA Collection Company, Inc.
Fire Department 2011
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, 2011 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.
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 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 written amendment executed by both parties hereto, or their
successors in interest.
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GLA Collection Company. Inc.
Fire Department 2011
IN WITNESS WHEREOF, the parties hereto have made and exe uted this Agreemert as follows:
CITY OF CARMEL, INDIANA ;GLA COLLECTION COMPANY, INC
by and through its Board of Public
Works and Safety
By: 4 By:
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Title
Lori S. Watson Member FIDLfIN: 6/ -4. Sr o S'(0. Date: k 3-7/
Last Four of SSN if Sole Proprietor:
ATTEST:
Date: 7"/ 9—
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Diana Cordray, IA Clerk- Treasurer
Date:
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AGREEMENT
THIS AGREEMENT, dated the 6th of June, 2011 by and between GLA Collection
Company, Inc., 2630 Gleeson Lane, Louisville, Kentucky 40299, and GLA Collection Company,
Inc. of Indiana P.O. Box 47308 Indianapolis, IN 46247. (hereinafter, "GLA and Carmel Fire
Department., (hereinafter, "THE CLIENT
WITNESSETH:
WHEREAS GLA is a company in the business of collecting overdue accounts for its
clients; and
WHEREAS THE CLIENT has, from time to time, accounts that it has been unable to
collect, and wishes to place them in the hands of a professional collection company; and
WHEREAS GLA and THE CLIENT wish to enter into an agreement whereby THE
CLIENT shall engage GLA to attempt to collect, by legal means, accounts that it has been unable
to collect and that it plans to place with a professional collection company during the duration of
this agreement. The agreement between GLA and THE CLIENT shall not be deemed an
exclusive relationship in regard to THE CLIENT placing uncollectible accounts with a collection
com pany.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and
subject to and on the terms and conditions herein set forth, the parties hereto agree as follows:
1. THE CLIENT hereby agrees to place with GLA accounts that it is having difficulty
collecting and wishes to place in the hands of a professional collection company.
2. GLA will accept and will expeditiously handle all accounts placed with it by the
CLIENT for litigation on a non discriminatory basis using legal and ethical methods with the public
image of the CLIENT being considered. All services will be performed by attorneys and
employees of GLA. Outside attorneys will be associated, if at all, on rare occasions under
unusual circumstances. Accounts will be refused and returned only if a conflict exists or if, after
investigation, it appears that probable collectability does not justify the time and expense of
litigation.
3. In consideration of GLAs agreement to diligently attempt to collect all accounts given
to it by THE CLIENT, THE CLIENT agrees to pay GLA fifteen percent (15 of all monies
collected within the first thirty days and twenty two percent (22 of all monies collected after
thirty days of placement with the exception of accounts placed with an attorney under paragraphs
4 and 5 herin below.
4. If, after diligent efforts to collect an account given to it by THE CLIENT, GLA is unable
to collect the account, and believes that placing the account with an attorney would result in
collection, it shall recommend legal action to THE CLIENT. Once it has received a
recommendation of legal action on an account, THE CLIENT shall either withdraw the account
from GLA, or shall agree to place the account with an attorney for the purpose of taking legal
action on the account, including the filing of a lawsuit.
5. Should THE CLIENT agree to place an account with an attorney, that account shall be
placed with an attorney of GLA's choice, court costs shall be paid by GLA and attorney fees shall
be paid by GLA for the purpose of filing the suit. THE CLIENT agrees to pay to GLA twenty five
percent (25 of all monies collected for THE CLIENT on accounts placed with an attorney for
collection under the terms of this agreement.
Exhibit A
l of2IPage
6. THE CLIENT agrees to make GLA aware of any accounts that are currently or have
the potential to be part of a bankruptcy case. Should GLA find any estate claims and bankruptcy
claims that have been placed with GLA by THE CLIENT, THE CLIENT gives GLA authorization to
file any claims to the probate court against the estate and file any claims to the bankruptcy courts.
7. GLA shall maintain company records as they pertain to said accounts, in such a
manner as to be subject to audit by client or its agents at any time during normal business hours.
8. THE CLIENT, its' agents and employees shall not be liable for any loss, damage,
injuries, or other casualty of whatsoever kind or by whosoever caused, to the person or property
of anyone (including GLA) arising out of or resulting from GLA's performance under this contract,
and GLA, for itself, it heirs, executors, administrators, successors and assigns, hereby agrees to
indemnify and hold THE CLIENT, its' agents and employees, harmless from and against all such
claims, demands, liabilities, suits or actions (including all reasonable expenses and attorneys'
fees incurred by or imposed upon THE CLIENT in connection therewith) for such loss, damage,
or other casualty.
9. GLA agrees that any information provided by THE CLIENT on the accounts will be
used solely for the purpose of skip tracing and /or collecting the accounts placed by THE CLIENT.
This information will be held in the strictest confidence and used for no other purpose.
10. Either party may withdraw from this agreement upon ninety (90) days written notice
tendered to the other party in person or by mail at the last known address of the other party.
11. This agreement shall be binding upon and inure to the benefit of the heirs,
successors and assigns, including respective legal representatives, of both parties. This
agreement shall renew automatically each year upon the anniversary date of the original
agreement.
12. This agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and may not be amended, changed or modified orally, but
only by an instrument in writing, signed by the parties hereto. This agreement may be executed in
one or more counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same instrument.
13. To the extent that GLA, and THE CLIENT becomes a Business Associate. Attached
to this agreement are the terms and conditions that defined in the Health Portability and
Accountability Act of 1996 and related regulations known as HIPAA).
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the first
date above written.
GLA COLLECTION COMPANY, INC. (GLA)
By: Giri /fi��uiii,
Richard Altman
Indiana Vice President
CARMEL FIRE DEPARTMENT
By:
Print Name:
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