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HomeMy WebLinkAboutHBA contract (fully executed)RDA International, Inc. CRC - 2017 Appropriation#902-4340200; P.O. #t00670 Contract Not To Exceed $460,000.00 AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered into by and between the City of Carmel Redevelopment Commission ("CRC"), and HBA International, Inc. ("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 902- 4340200 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 Four Hundred Sixty Thousand Dollars ($460,000.00) (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, 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 CRCs 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. 1&0hvWW.*CRC"C•OOODS&SBAVI@5 HBA1mwfi-AA.qWnM3-;IM MI HBA International, Inc, CRC - 20P Appropriation #9024340200; P.O. #i00670 Contract Not To Exceed $460,000.00 6. DISCLOSURE AND WARNINGS: It 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, induding*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 property of CRC or the City of Carmel, Indiana ("City°). 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) falls 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 shalt 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, the 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 CRC and City as additional insureds on all such insurance policies, shall promptly provide CRC and 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 CRC and City. Vendor shall indemnify and hold harmless CRC and 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 Vendors provision of Goods and Services pursuant to or under this Agreement or Vendor's use of CRC or City property. xy�.�tcaccac_0000s.sex�,crs�a..m+..,..�a�:amRon i�e►�n HBA International, Inc. CRC - 2017 Appropriation #902-4340200; P.O. #100670 Contract Not To Exceed $460,000.00 Vendor further agrees to indemnify, defend and hold harmless CRC and City, and their respective officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor's performance of Its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless 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 CAC 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. Pa,V"Uft%iCkCX3cc - moons • 3n%gC2s MA mm.9e him„ =*017 UN PIM, HBA International, Inc. CRC - 2017 Appropriation #902-4340200; P.O. #100670 Contract Not To Exceed $460,000.00 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. 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 SEVERABILFTY: 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 30 West Main St., Ste. 220 Carmel, Indiana 46032 If to Vendor: HBA International, Inc. 171 Seventeenth Street, NW Suite 600 Atlanta, GA 30363 ATTENTION: Todd Ellenberger 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, 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. HBA International, Inc. CRC - 2017 Appropriation #902-4340200; P.O. #I00670 Contract Not To Exceed $460,000.00 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. 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. THiRD PARTY BENEFICIARIES Except as provided in paragraphs 7 and 9 hereof, 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. IxY.b.rd.CX'N=•crooksaseahcEsFBA1aL.mrinvLd ZrDM171:17PM) BBA International, Inc. CRC - 2017 Appropriation #902-434MOO; P.O. # 100670 Contract Not To Exceed $460,000.00 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 coerdon. 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. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CARMEL REDEVELOPMENT COMMSSION BY: 0--p C 1 7�� sident Abow(�Lrj Date: 0. - % k • �- t APPROVED Carmel Redevelopment Commission By Date HBA International, Inc. BY: Authorized Signature Printed Name:��l—a I �► c __ Title: ASS© IAA-i'rc lFl[D/TilN: ar5- Lol05i--)5-4 Date: !q-1-1—+ fx-'Vabe�•000OS#=VIM K" la.W*04-k aW=171"01 FK 6 HIRSCH BEDNER ASSOCIATES ATLAN TA SCOPE OF INTERIOR DESIGN SERVICES HBA proposes to develop interior planning, design imagery, color schemes, furnishing selections, material and decorative specifications; to review manufacturer's drawings and samples; review plants and recommend planters; and offer consultation In collaboration with other consultants in order to develop an integrated design. HBA will provide interior design services as follows: PHASE I: PLANNING HBA will assist In creating Interior layouts and designs that satisfy the Client and operators requirements and recommendations. HBA's drawings will be based on CAD backgrounds submitted by the architect in a mutually acceptable format. HBA will establish a basis for the development and Implementation of the interior design, Project schedule, and furnishings, fixtures and artwork budgets. HBA will consult with the architect to clearly define the scope of work and design possibilities. Services to be provided in this phase will include: 1.1. Project related research 1.2. Program and schedule confirmation 1.3. Vertical room chart and room count analysis 1.4. Square footage/area budget allocations I.S. Development of schematic soft -tine sketch floor plans of all areas stipulated in the Scope of Work, Exhibit "A" will constitute completion of Phase I PHASE 9: CONCEPT HBA will develop material and furniture selections, and interior sketches that establish the basic design direction. Estimated costs of implementing the interior design concept will be coordinated with the purchasing agent. Services to be provided during this phase will include: 2.1 Development of interior design imagery 2.2 Presentation of colors and materials 2.3 FF&E budget review and confirmation 2.4 Coordination of professional renderings (as required by Client PHASE III: DESIGN DEVELOPMENT Services to be provided will Include furnishing sufftclent information to the architect and other consultants In soft fine sketch and/or CAD format to enable the architect, engineers and other project consultants to incorporate HBA's Interior design information into their construction documents and specifications as required. This Information Is not Intended as documentation for construction. Documents to be submitted to the architect for coordination with other disciplines Include: 3.1 Archltectural Reference/Floor Covering Plans 3.2 Fumiture/Electrical Location Plans 3.3 Reflected Ceiling Plans (showing height, materials and finishes and decorative lighting) 3.4 Concept package to establish design direction for Plumbing/Hardware/Sanitary fittings ■gR h 5 1 P a g e *HBA. HIRSCH BEDNER ASSOCIATES AI IANTA PHASE IV: INTERIOR DESIGN DOCUMENTS Services to be provided will include the production of a final set of FF&E drawings and specifications that are intended to provide the basis for the Purchasing Agent's bid documents, product samples, shop drawings, and purchase orders. Documents provided during this phase will include: 4.1 Material Reference/Finish Specifications 4.2 Furnishing Specifications 4.3 Millwork/]oineryDrawings 4.4 Selected Interior Elevations (as required) 4.5 Selected Interior Details (as required) 4.6 Miscellaneous Decorative Details 4.7 Guest Room/Model Room Documentation for Typical King, Typical Double/Double and a section of Guestroom Corridor (one color scheme) PHASE V: VALUE ENGINEERING Services to be provided will include working with the purchasing agent;, contractors and manufacturers In reviewing bids, assisting In the negotiations, and making reasonable adjustments In order to meet previously established budgets. Services to be provided during this phase (maximum 100 hours) will include; SA Assistance in pre -qualification of vendors 5.2 Assistance In evaluation of pricing 5.3 Documentation of budget required design revisions PHASE VI. DESIGN IMPLEMENTATION Phase VI will include periodic visits to the Project site to review that work is being performed in accordance with HWs documents, specifications and design concepts. Services to be provided during this phase (maximum 200 hours) will include: 6.1 Review of Purchase Orders 6.2 Review of shop drawings 6.3 Review of samples and/or prototypes SA Installation Review 6 1 P a g e TKHW� A 4-axA24q HIRSCH BEDNER ASSOCIATES ATIANTA COMPENSATION Compensation for the above referenced scope of interior design services for Phase I through Phase VI will be a fixed fee in the amount of Four -Hundred Sixty Thousand U5 Dollars (US$ 460,000) which excludes the reimbursable expenses referenced below. This fee may be subject to re -negotiation upon major revisions to our services, the scope of work, or the schedule. This fee Is active and valid for thirty (30) days from date of issuance of this Agreement. A mobilization payment of 15% of the fixed fee is payable prior to commencement of services hereunder. The balance of the fee, plus reimbursable expenses as Incurred, shall be billed monthly based on a percentage complete as detailed on each invoice, not to exceed the following percentages per phase: Mobilization Payment 15% $ 69,000 58,650.00 Phase 1 Phase it 20% 78,200.00 Phase III 20% 78,200.00 Phase IV _ 30% 117,300.00 Phase V ----- 5% 19,550.00 Phase VI 10% 39,100.00 The following items are included within the fees on behalf of the Project: a. HBA's services will include time for up to Ten (8) trips to the Project site and/or the Client's offices for a total of Sixteen (16) man -days. The following items will be billed monthly as reimbursable expenses at cost when incurred on behalf of the Project: a. The cost of round-trip travel (business class for all staff where scheduled flight time exceeds four (4) hours) to the Project or other locations where the HBA designer is needed to perform his/her obligations hereunder. b. Lodging at first class hotels; meals and miscellaneous travel expenses (parking, tips, taxi cabs, In -room mini -bar charges, hotel phone/fax charges, etc) c. Telephone, photocopying, postage and courler services; CAD plotting, reproduction; photography and documentation; special samples & presentation materials. d. HBA has allowed for Five (4) professional computer renderings in the fee above. Should additional renderings be required, they shall be provided at an estimated cost of USS3,000 each for hand -drawn black & white, $3,500 each for hand -drawn color and $4,000 each for computer generated. EXCLUDED SERVICES Design services specifically excluded from HBA's basic services but not limited to are as follows: Architectural services, kitchen and laundry design and equipment specifications, retail outlet interior design", graphic design services' (including signage, uniforms, table top and related Items) lighting design services* (except decorative fight fixtures), FF&E purchasing services', Interior landscape consultation, design of project systems, such as structure, heating, ventilation, air-conditioning, electrical, or plumbing (except to Integrate outlets within the overall interior design), engineering working drawings and specifications, hotel computer systems design, negotiation with governmental authorities. •NBA can provide these as separate, additional, partial crJuUservices, on request. 7 1 P a g e .wig � bey * HBA HIRSCH BEDNERASSOCIATES ATIANT'A PROJECT. COMPLETION DATE This Agreement is based on an expiration date/project completion date of December 31, 2028. Should the project extend past the project completion date, Compensation for Interior Design Services described above will be charged on a monthly rate basis of Five Thousand US Dollars ($5,00D), plus reimbursable project expenses Incurred. Any services beyond the scope of work will be performed on an hourly basis and only with the permission of the Client. Services shall be considered 100% complete and expire one (1) month after opening date of property. PARTIES TO THIS AGREEMENT HBA International Inc. 171 Seventeenth Street, NW Suite 600 Atlanta, GA 30363 USA Carmel Redevelopment Commission 30 W. Main Street Suite 220 Carmel, IN 46032 We hope this proposal satisfies your requirements for the Carmel City Center Autograph Hotel. We look forward to working with you and your beam on this exciting Project. Yours sincerely, HBA Irttemational Todd Ellenberger Associate 8)Pa ge Accepted: Name: Title: On Behalf Date: 'EXHIBIT, • * H.BA EXHIBIT B Invoice Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Date: 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 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: Injury and property damage: Policy Limit: Umbrella Excess Liability Each occurrence and aggregate: Maximum deductible: $500,000 each accident $5W,000 each accident $500,000 EXHIBIT D AFMAVIT ^T<:11 t , 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 fines relyant herein have been employed by lac.) rely MCMAkT = c, (the "Employer") in the position of ASS ��C11S,S 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. EXECUTED on the is- r day of S;C'S'f'C--� —R , 20-)�. 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. Printed: