HomeMy WebLinkAboutWilkinson Brothers/Utilities/3,500/Pain MidTown Water TowerAr, P Imcl By
Wilkinson Brothers
Utilities - 2016 `spy
Appropriation #01-6360-06; P.O. #W10013
Contract Not To Exceed $3,500.00 d4
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 Wilkinson Brothers, 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 01-6360-06 funds. Vendor agrees to provide the Goods and Services and to
otherwise perform the requirements of this Agreement by applying af. all times the highest technical and
industry standards. Vendor will not perform any of the Services detailed -in Exhibit A prior to obtaining a
written Notice to.Proceed from the City. Upon receiving a Notice to Proceed, the Vender shall perform only
those Services specifically ,detailed in the Notice. If the Vender desires clarification of the scope of any
Notice to Proceed, the Vendor shall obtain such clarification from the City in writing, prior to performing the
service set forth in the Notice to Proceed. Any services performed without the City's prior express written
authorization will not.be compensated.
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 Three Thousand Five Hundred Dollars ($3,500.00) (the "Estimate"). Vendor
shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and
Services provided to City within such time 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.
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: o
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.
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Wilkinson Brothers
Utilities - 2016
Appropriation #01-6360-06; P.O. #W10013
Contract Not To Exceed $3,500.00
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective
Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
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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Wilkinson Brothers
Utilities - 2016
Appropriation #01-6360-06; P.O. #W10013
Contract Not To Exceed $3,500.00
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. E -VERIFY:
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference {the "Indiana E -Verify Law's, Vendor is required to enroll in and verify the work
eligibility status of its newly -hired employees using the E -Verify program, and to execute the Affidavit
attached herein as Exhibit D, affirming that it is enrolled and participating in the E -verify program and does
not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation indicating that it has enrolled and is participating in the E -Verify program. Should
Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully
comply with the Indiana E -Verify Law as regards each such subcontractor. Should the Vendor or any
subcontractor violate the Indiana E -Verify law, the City may require a cure of such violation and thereafter, if
no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or
those set forth in the Indiana E -Verify Law. The requirements of this paragraph shall not apply should the E -
Verify program cease to exist.
13. 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.
14. 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.
15. 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
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Wilkinson Brothers
Utilities - 2016
Appropriation #01-6360-06; P.O. #W 10013
Contract Not To Exceed $3,500.00
16. 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.
17. 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.
18. 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
If to Vendor: Wilkinson Brothers
PO Box 235
Fishers, IN 46038
ATTENTION: Corey Wilkinson
AND Douglas C. Haney,
Corporation Counsel
Department of Law
One Civic Square
Carmel, Indiana 46032
Notwithstanding the above, notice of termination under paragraph 19 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.
19. TERMINATION:
19.1 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.
19.2 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.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
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Wilkinson Brothers
Utilities - 2016
Appropriation #01-6360-06; P.O. #W 10013
Contract Not To Exceed $3,500.00
20. 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.
21.. 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.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2016 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.
23. 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.
24. 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.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
27. 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.
28. 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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Wilkinson Brothers
Utilities - 2016
Appropriation #01-6360-06; P.O. #W10013
Contract Not To Exceed $3,500.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By:
'�z
ames Brainard, Presiding Officer
Date:
Mary Ann urke, Mem)er
Date:
Lori q. Watson ember
Date: 10
A S:
Christine S.
Date:
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6
WILKINSON BROTHERS
By: 0
.w
Authorized Signature
C -MI Y !.. W 1 i --K 145014
Printed Name
o WNE►'z-
Title
FID/TIN: 1� 0' 0 LII O G (?j
Last Four of SSN if Sole Proprietor:
Date: i' 13 I < <P
T
MIDTOWN WATER TOWER: GRAPHIC DESIGN
t.1
Design Approach:
• Determine a creative solution that complements the tower's surroundings.
• Make the tower look like part of the landscape, not a relic that had to be worked around.
• Much like we carefully manage the visual communications for the City, we will
be conscientious of how the graphics represent Carmel and Midtown.
Design Process:
1. Concepting:
During this phase, we'll research successful examples as well as determine what to avoid. We will
create multiple options (at least five strong examples) that show multiple color palettes, font
treatments and graphic elements. Our mock-ups will be digitally edited to show what it would
look like on the actual tower (easy to present or share with decision -makers). These concepts will
allow us to narrow down the direction and dial in the right approach.
2. Production:
Once the right concept is chosen, we'll prepare the art in a way that the paint vendor can easily
scale for application. We will also help manage the hand-off of files, make any adjustments, and
address any concerns the painting company may have from start to finish.
3. Projected Cost: $2500 - `nJ500 (if more exploration is expected, we could apply a cap of $51K).
It's tough to nail down a fixed cost for the concepting phase above since it hinges upon how
much exploration is requested after the initial presentation. We realize some clients may prefer
many, many comps to exhaust all options. Our estimate covers what we believe is necessary for
careful work, but the 5K cap would allow expansion should we need more time.
Something to consider:
If we end up coming in under budget, we'd love to
help apply any artistic solutions to the base of the
tower whether it be a concept for the landscape or
creative ground space. We can also roll the hours
into a graphic solution for the smaller tower on
146th Street near Cool Creek. Either way, we'd love
to help provide creative solutions beyond the
Midtown tower graphics if the opportunity arises.
Thank you for allowing us to provide our thoughts
and input!
317.915.8611 1 www.wilkinsonbrothers.com I corey@wilkinsonbrothers.com V(
EXHIBIT B
Invoice
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Date:
Signature
Printed Name
Goods
Services
Person Providing
Goods/Services
Date
Goods/
Service
Provided
Goods/Services Provided
(Describe each good/service
separately and in detail)
Cost Per
Item
Hourly
Rate/
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Employer's Liability:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Property damage, contractual liability,
products -completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
Personal & Advertising Injury
Statutory Limits
$100,000 each employee
$250,000 each accident
$500,000 policy limit
$500,000
$500,000
Policy Limit: $500,000
Each Occurrence Limit: $250,000
Fire Damage (any one fire): $250,000
Medical Expense Limit (any one person): $ 50,000
Comprehensive Auto Liability (owned, hired and non -owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000 each accident
$500,000 each accident
$500,000
$500,000
$ 10,000
EXHIBIT D
AFFIDAVIT
COF-L'-f L. , being first duly sworn, deposes and says that
he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this
matter, could testify as follows:
I am over eighteen (18) years of age and am competent to testify to the facts contained
herein.
2. I am now and at all times relevant herein have been employed by
W��.K�^ISoN T3l�rHEFaS, INC. (the "Employer")
in the position of a w t4 %7%-
3. I am familiar with the employment policies, practices, and procedures of the Employer and
have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E -Verify program and has
provided documentation of such enrollment and participation to the City of Carmel,
Indiana.
5. The Company does not knowingly employ any unauthorized aliens.
FURTHER AFFIANT SAYETH NOT.
CIAEXECUTED on the day of SC- UftIZ- , 2C t �.
Printed: C-o(ZCY L • W 11. W-% NS af,.J
I certify under the penalties for perjury under the laws of the United States of America and the State of
Indiana that the foregoing factual statements and representations are true and correct.
C �°•1 4*W-40--
Printed: C�00-fY L • W t 644t N5atil
City of Carmel INDIANA RETAIL TAX EXEMPT PAGE 1
CERTIFICATE NO. 003120165 002 0 PURCHASE ORDER NUMBER
ONE CIVIC SQUARE W10013
CARMEL, INDIANA 46032 FEDERAL EXCISE TAX EXEMPT
THIS NUMBER MUST APPEAR ON INVOICES, A/P
35-6000972 VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE.
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL -1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. I VENDOR NO. DESCRIPTION
9/7/2016
358230
WILKINSON BROTHERS Carmel Utilities
VENDOR PO BOX 235 SHIP 30 W Main St
FISHERS IN 46038 TO 2nd Floor
Carmel, IN 46032
CONFIRMATION I BLANKET CONTRACT PAYMENT TERMS FREIGHT
QUANTITY I UNIT OFMEASURE I DESCRIPTION UNIT PRICE EXTENSION
1.00 Each Paint MidTown water tower 3,500.00 3,500.00
01-6360-06
PLEASE INVOICE IN DUPLICATE Credit 0.00
Department Account Project Project Account AMOUNT
PAYMENT 3,500.00
SHIPPING INSTRUCTIONS
SHIP PREPAID
C.O.D. SHIPMENTS CANNOT BE ACCEPTED
PURCHASE ORDER NUMBER MUST APPEAR ON ALL
SHIPPING LABELS
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
DOCUMENT CONTROL NO. W10013
• A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O.
NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND
VOUCHER HAS THE PROPER SWORN AFFADAVITATTACHED.
'I HEREBY CERTIFY THAT THERE IS AN OBLIGATED BALANCE IN
THIS APPROPRIATION SUFFICIENT TO PAY ORT ABOVE ORDER.
ORDERED BY
TITLE
CLERK -TREASURER
Company ID Number: 651595
To be accepted as a participant in E -Verify, you should only sign the Employer's Section
of the signature page. If you have any questions, contact E -Verify at 888-464-4218.
Page 12 of 13 1 ENenfy MOU for Employer I Revision Date 09/01/09 www.dhs.gov/E-Verify
Company ID Number: 651595
North American Industry
Classification Systems
Code: 1541 �_ !
Administrator
to ees: j1 to=4
Number—Of Em_p,_y�
Number. of Sites Verified
for: 1
I. re you verifying f6r ;.more than 1 site? If yes,;.pieaise provide the number of sites verified for
in each State:
INDIANA (' site(s)
questions or operational p•cfe
Name: Brandy J Wilkinson
Telephone Number, (317) 989 -4581 Fax Number_ :
E-mail Address- brandy@wilkinsonbrothers.com
Page 13 of 131 E -Verify MOU for Employer (.Revision Date 09/01/09 www.dhs.gov/E-Verify