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HomeMy WebLinkAboutJohnson Controls contract (Ice Rink Chiller) - fully executed Jonnson L ontrols,Inc. CRC-2017 Appropriation#C/uiL ;P.O.# 100 S Contract Not To Exceed$238,500.00 AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement")is hereby entered into by and between the Carmel Redevelopment Commission (the "CRC"), and Johnson Controls, 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: CRC agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using 61t12—tkutkoM.n 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 CRC hereunder shall be no more than Two Hundred Thirty Eight Thousand Five Hundred Dollars($238,500.00)(the "Estimate"). Vendor shall submit an invoice to CRC no more than once every thirty (30) days detailing the Goods and Services provided to CRC within such time period. CRC shall pay Vendor for such Goods and Services within thirty-five (35) days after the date of CRC'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 CRC that would cause the total cost of the Goods and Services provided by Vendor to CRC hereunder to exceed the Estimate, unless CRC 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 CRC and/or by Vendor to and accepted by CRC pursuant to or as part of that certain CRC Bid Proposal Package for"Carmel Center Green Chiller Bid Package"received by the CRC on or about June 22, 2017, 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 CRC's intended use and expressly warrants that the Goods and Services provided to CRC pursuant to this Agreement have been selected by Vendor based upon CRC'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. ImjabslanAv1c.m.,eal.c.GOODS&SERVICES lam.Cml.da Chillavic 7R20174:A59MI Jonnson Lontrois,Inc. CRC-2017 Appropriation# ;P.O.# Contract Not To Exceed$238,500.00 6. DISCLOSURE AND WARNINGS: If requested by CRC, Vendor shall promptly furnish to CRC, in such form and detail as CRC 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 CRC 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 CRC'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, CRC 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 CRC 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, CRC 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 CRC 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 CRC 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 CRC as an additional insured on all such insurance policies, shall promptly provide CRC, 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 CRC. Vendor shall indemnify and hold harmless CRC 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 CRC property. Vendor further agrees to indemnify, defend and hold harmless CRC 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. DC Vaheclmdu'CuntrsotealC-GOODS Be SERVICES JMn,on Caotrols Chilk,.doc7f7GOI7 4:96 PNq Johnson Controls,Inc. CRC-2017 Appropriation# ;P.O.# Contract Not To Exceed$238,500.00 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 CRC 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 CRC 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"), 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 CRC 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 CRC 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 CRC'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 CRC. The contract price set forth herein shall be the full and maximum compensation and monies required of CRC to be paid to Vendor under or pursuant to this Agreement f7L4oFe•UmdclCame ts101C-(X)OSS&SERVICES Johnson Controls lllu.d, 7/]Q0174Afi PM) Jonnson Controls,Inc. CRC-2017 Appropriation# ;P.O.# Contract Not To Exceed$238,500.00 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 CRC: Carmel Redevelopment Commission AND Douglas C. Haney, 30 W. Main Street Suite 220 Corporation Counsel Carmel, Indiana 46032 Department of Law Attn:Corrie Meyer One Civic Square Carmel, Indiana 46032 If to Vendor Johnson Controls, Inc. 1255 N. Senate Ave. Indianapolis, IN 46202 Attn: Michael McGraw 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, CRC 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 CRC 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 CRC may terminate this Agreement pursuant to Paragraph 11 hereof,as appropriate. [%:yobrrlmdcnC,mtracls4CRC-GOODS&SERVICES J.Amsac Controls Cbtlkr doc:7/72017 4:O5 PMI 4 rvu„avll t.vuuvia,IIR.. CRC-2017 Appropriation# ;P.O.# Contract Not To Exceed$238,500.00 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 CRC may, from time to time, request Vendor to provide additional goods and services to CRC. When CRC desires additional goods and services from Vendor, the CRC 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 CRC 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 CRC. A copy of the CRC'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 CRC. 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, 2017 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 CRC 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 CRC 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. im,..nimda`Contr ioCRc•GOODS&SERVICFSIohnam Controls Chilku.doa7///10174:06PMi 5 J'. U.)Vfl VV11U.JtJ,kU... CRC-2017 Appropriation# ;P.O.# Contract Not To Exceed$238,500.00 IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as follows: CARMEL REDEVELOPMENT COMMISSION JOHNSON CONTROLS, INC. BY: BY: >r vN — 6_,7_f It CWi iam Hammer, President Authorized Signatur Date: 1.-19—Ii I Printed Name: LA I c Gc PC6 ( l 0,0 C • .." Title: Pi. pr /?2_,c..0Y(J Signature pore I olhrea FIDTTIN: 5 o -06 1 a Printed Name Vitt. Vr�ehide1\� Last Four of SSN if Sole Proprietor: Title ILt) l -7 —1°�-1� Date: Date IX;bobsIenda1Contr•c1s1CRC GOODS&SERVICES lahasan Connote ChiIa4nc7113l10179:41 AM 6 EXHIBIT D AFFIDAVIT SHKD r V F1\10 R1 ,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: 1. I am over eighteen(18)years of age and am competent to testify to the facts contained herein. 2. I am nw andat all times relevant herein have been employed by Oh -re-Ui_S (the"Employer") in the position of ff M vrtinct 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 Cannel, Indiana. 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the Isr day of AUG0,ST ,20a. 4e) Printed: 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. \`\\\\oikuunr44 // Oit_t L.4"),tifigel_t_c_ 4c____(:) ▪ No,ARY Pusuc :, Printed: H air m Comm.#642521 NOTARY SEA= 5▪ )•O; ( e`omrt`,el0`' EXHIBIT B Invoice Date: Name of Company: Address&Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker's Compensation&Disability Statutory Limits Employer's Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit Property damage, contractual liability, products-completed operations: General Aggregate Limit(other than Products/Completed Operations): $500,000 Products/Completed Operations: $500,000 Personal &Advertising Injury 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: $500,000 each accident Injury and property damage: $500,000 each accident Policy Limit: $500,000 Umbrella Excess Liability Each occurrence and aggregate: $500,000 Maximum deductible: $ 10,000 Johnson * Controls RID DATE: 06/23/2017 LAST ADDENDUM: 1 PROJECT: Carmel Center Green Chiller NOTE(S)` TO: City of Carmel EQUIPMENT PROPOSAL We are pleased to provide equipment pricing for the above referenced project in'accordance with the standard terms and condition of sale attached to this document. ITEM QTY TAGS DESCRIPTION 1 1 (1)CH-1 DIRECT EXPANSION-AIR COOLED SCREW CHILLER EQUIPMENT DESCRIPTIONS I DIRECT EXPANSION-AIR COOLED SCREW CHILLER Items Included a Provide Model YCAV0527PA46VAC: Qty: 1 • Refrigerant Type: R134a • 460/3/60.0 Application • :Control Transformer supplied. • Power Connection: Single Point Breaker w/Lockable Handle o Starter Type:VSD • TEAO Fan Motors • 3/4 inch Thick Insulation of Evaporator • Service Isolation Valves © Louvered Enclosure Panels for Full Unit © Compressor Sound Blankets • Special Quotation o Flow Switch, Qty: 1 Items Included but INSTALLED BY OTHERS Items NOT Included • Hauling or Rigging Equipment Into Place. • Install of Equipment WNW • Johnson • Controls PRICING: All pricing is FOB factory with full freight allowed to jobsite, not including any taxes,fees or storage. Price is valid for 30 days after quotation. BASE BID(Items: 1)$238,500 """Chiller lead time will be t 1L . weeks if chiller can be booked and released by June 30, 2017.This release date is contingent upon JCI receieving approved submittals and a contract before by June 30,2017 '***'Chiller lead time will start the following week July 3,2017 JCI will provide equipment submittals by Monday June 26,2017 to be reviewed and approved by engineer ***Please contact your JCI HVAC Sales Representative in regards top our discount option for pre-payment:prior to equipment shipment.*** Thank you for the opportunity to be of service. Respectfully, Burgess Harris Johnson Controls, Inc. North America Systems CUSTOMER APPROVAL:Total Price: 125 2, 5 06.00 Customer Name: W 11,0 (cr$ via Freskkehk hi'. 4 ft C. • Signature(*) "fit Date: b • *By signing this proposal,you agree to purchase the bill of material as described in this proposal document,pursuant to the attached standard terms and conditions and for the Total Price documented on the above line.