HomeMy WebLinkAboutWindy City Lights, Inc/Street/38,879.30/Holiday Light ReplacementsWindy City Lights, Inc.
Street Department - 2018
Appropriation #43.500.80; P.O. #101892 ,)qoVFG
Contract Not To Exceed $38,879.30
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 Windy City Lights, Inc., an entity duly
authorized to do business in the State of Indiana ("Vendor").
TERMS AND CONDITIONS
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 43-500.80 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. 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 Thirty Eight Thousand Eight Hundred Seventy Nine Dollars and Thirty Cents
($38,879.30) (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 thirty-five (35) 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:
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.
(C:\Um\chi gstao\AppDsu\Loca]NbuQ ft\Windows\Temporary Inmmd Fdm\Cmt L0u0odA5L84KASY\Wmdy City Lights Inc Goods god Saviacs.d-1gW018 8:37 AMA
Windy City Lights, Inc.
Street Department - 2018
Appropriation #43.500.80; P.O. #101892
Contract Not To Exceed $38,879.30
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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Windy City Lights, Inc.
Street Department - 2018
Appropriation #43.500.80; P.O. #101892
Contract Not To Exceed $38,879.30
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.
[C:\Us s�chviogstm\AppDataUL -9\N&moh\Windows\Tempmay intemet Files\CootmL0udook\5L84KASY\Wmdy City Lights Inc Good and Servim.doc: 10/22018 8:37 AMJ
Windy City Lights, Inc.
Street Department - 2018
Appropriation #43.500.80; P.O. #101892
Contract Not To Exceed $38,879.30
17
IM
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
Street Department
3400 W. 131 st Street
Carmel, IN 46032
If to Vendor: Windy City Lights, Inc.
222 Charles Court
Suite 101
West Chicago, IL 60185
Attention: Kevin Nanney
AND Douglas C. Haney,
Corporation Counsel
Department of Law
One Civic Square
Carmel, Indiana 46032
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.
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.
18.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
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.
IC:\U—,\clivingst-\AppDv V--al\Mia—ft\Windows\Tempmay Intemet F&s\Contmt0ut1ook\5L84KASY\Windy City Lighu Inc Good and Servi—d-102/2018 8:37 AK
4
Windy City Lights, Inc.
Street Department - 2018
Appropriation #43.500.80; P.O. #101892
Contract Not To Exceed $38,879.30
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, 2018 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. 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.
26. 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.
27. 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.
[C:\LJ tt \clivingstm\AppDar U.acal\Micrasoft\Windows\Temporary Internet Fda\CootmL0udook\5L84KASY\Windy City Lights Inc Goods and Services.doc: 1022018 8:37 AM[
Windy City Lights, Inc.
Street Department - 2018
Appropriation #43.500.80; P.O. # 101892
Contract Not To Exceed $38,879.30
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By:
James Braiia0, Pref fficer
r. e7 — www
Mary AnryBurke, Me be
Date: // !!
Lori S. Watson em
Date: 10
ATTE$T0
4T,
Christine S. Pauley, Clerk-easur
Date: / 7711 d'
Windy City Lights, Inc.
By:
Authorized Signature
Printed Name
Title
FID/TIN:
Last Four of SSN if Sole Proprietor:
Date:
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lZ
Strect Department - 2018
Appropriation #43.5(X).80; P.O. #101892
Contract Not To FAcced $38,879.30
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By:
James Brainard, Presiding Officer
Date:
Mary Ann Burke, Member
Date:
Lori S. Watson, Member
Date:
ATTEST:
Christine S. Pauley, Clerk -Treasurer
Date:
IS G.a,a.�i R.a S—A GM. S"'Sbeh" IM (i�J. qA yit...r.b�:11,`tl•'MIS t q YSII
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Windy City Lights, Inc.
Ely
ZA
A t orized Signature '
R - La yg-c-di-
Printed Name
_.
Title '' yy
FID/TIN: � I �T 4G
Last Four of SSN if Sole Proprietor:
Date:
Holiday Material- Windy City Lights Quote
Exhibit --- Specifications- Page 1 of 2
Vendor Product and
Original Product and
Cost
Total
Name
Quantity
Quantity (if different
Each ($)
Cost ($)
from 'Ori inal
_
273 Strands
195 Strands
50 -bulb
Warm White
5 mm
6" spacing
Twinking LED
70 -bulb
12.60
3,439.80
Lights
4" spacing
*Vendor originally quoted
Green wire
for 195 Strands; Adjusted
End-to-end strands
quantity & price for correct
bulb -total
1008 Strands
5 mm
Warm White
70 -bulb
Same
9.80
9,878.40
LED Lights
4" spacing
Green wire
End-to-end strands
90 Strands
5 mm
Warm White
70 -bulb
Same
10.90
981.00
LED Lights
4" spacing
White wire
End-to-end strands
450 Strands
5 mm
Multicolor
70 -bulb
Same
9.40
4,230.00
'
LED Lights
4" spacing
Green wire
End-to-end strands
585 Strands
410 Strands
35 -Bulb
ColorWave/
5 mm
Morphing
50 -bulb
*Vendor originally quoted
12.90
7,546.50
(blue -white)
6" spacing
for 820 Shands; Adjusted
LED Lights
Green wire
quantity &price for correct
End-to-end strands
bulb -total
410 Strands
5 mm
Red LED
70 -bulb
Same
9.40
3,854.00
Lights
4" spacing
Green wire
End-to-end strands
360 Strands
5 mm
Blue LED
70 -bulb
Same
9.40
3,384.00
Lights
4" spacing
Green wire
End-to-end strands
Exhibit --- Specifications- Page 1 of 2
Exhibit Specifications- Page 2 of 2
20 Strands
5 mm
Blue LED
70 -bulb
6" spacing
11.60
232.00
Icicle Lights
4" spacing
White wire
Green wire
End-to-end strands
300 Strands
5 mm
Green LED
70 -bulb
Lights
4" spacing
Same
9.40
2,820.00
Green wire
End-to-end strands
50 Strands
5 mm
Gold LED
70 -bulb
Lights
4" spacing
Same
9.20
470.00
Green wire
End-to-end strands
50 Strands
5 mm
Pink LED
70 -bulb
Lights
4" spacing
Same
11.60
580.00
Green wire
End-to-end strands
4 rolls
Burgundy
50 -yard Rolls
Same
39.00
156.00
Ribbon
4" wide Burgundy Ribbon -
(Need 200 yards total
24 Rolls
Red Ribbon50-yard
each
Same
22.00
528.00
4" wide Red Ribbon- Velvet -
(Need 1200 yards total)
22 Strands
Artificial
Un -lit artificial pine/
Same
16.80
369.60
Garland
evergreen garland,
9' long strands
4 Rolls
4 Rolls
Vinyl Coated
1/8" X 500', 7x19, Vinyl
''Vendor originally quoted
105.00
420.00
Cable
Coated Galvanized Cable
for only 1 roll; Adjusted
Reel- 400+ lb strength
quantity & price for correct
roll -total
Delivery to:
Shipping
3400 W. 1315` St, Carmel, IN
FREE
46074
TOTAL COST
$38,879.30
Exhibit Specifications- Page 2 of 2
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
Cityof Carmel
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120165 002 0
rayv i Ur I
PURCHASE ORDER NUMBER
�f/
FEDERAL EXCISE TAX EXEMPT
101892
ONE CIVIC SQUARE
35-6000972
THIS NUMBER MUST APPEAR ON INVOICES, AIP
CARMEL, INDIANA 46032-2584
VOUCHER DELIVERY MEMO, PACKING SLIPS,
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
SHIPPING LABELS AND ANY CORRESPONDENCE
PURCHASE ORDER DATE
DATE REQUIRED
REQUISITION NO.
VENDOR NO.
DESCRIPTION
8/27/2018
368172 Holiday Light Replacements
WINDY CITY LIGHTS INC
Street Department
VENDOR 333 CHARLES COURT #101
SHIP 3400 W. 131st Street
TO Carmel, IN 46074 -
WEST CHICAGO, IL 60185 -
(317) 733-2001
PURCHASE ID
BLANKET
CONTRACT
PAYMENTTERMS
TFREIGHT
28776
QUANTITY
UNIT OF MEASURE
DESCRIPTION
UNIT PRICE EXTENSION
Department: 2201 Fund: 2201 Motor Vehicle Highway FND
Account: 43-500.80
1 Each
Send Invoice To:
Street Department
3400 W. 131 st Street
Carmel, IN 46074-
(317)733-2001
DEPARTMENT
Holiday Light Replacements
$38,879.30 $38,879.30
Sub Total $38,879.30
PLEASE INVOICE IN DUPLICATE
ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
PAYMENT $38,879.30
SHIPPING INSTRUCTIONS ' AIP 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
'SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
'C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING (ABEL'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY ---- ------ -- --- ----
Dave Huffman James Crider
TITLE Director Administration
CONTROL NO. 101892 CLERK -TREASURER