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HomeMy WebLinkAboutOverhead Door Co.APPROVED, AS 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 Overhead Door Co. of Indianapolis ("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. PERFORMANCE: City agrees to purchase the goods and/or services (the "Goods and Services") described in attached Exhibit A., and Vendor agrees to provide same and to otherwise perform the requirements of this Agreement by applying at all times the highest professional and technical standards. PRICE AND PAYMENT TERMS: 3.1 The total Vendor estimates that the price for the Goods and Services contemplated herein shall be no more than $20,270.00, and shall be paid from City budget appropriation number 501-00 funds. 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 (30) 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 accordance 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. Subject to the above, if the undisputed invoice amount is not paid within thirty (30) days of its receipt by City, Vendor shall so notify City. If such amount as is not disputed is not thereafter paid within ten (10) business days from the date such notice is received by City, then a late charge in a sum equal to one percent (1%) of such unpaid and undisputed invoice amount shall accrue and be immediately due and payable by City to Vendor as a separate debt for each month it remains unpaid. 3.2 Vendor agrees to provide City, in writing, and within fifteen (15) days of City's request for same, with Vendor's estimate of the total cost for the Goods and Services to be provided by Vendor to City under this Agreement during the time period requested. Vendor agrees not to provide any Goods and Services to City during the time period covered by an Estimate 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 of the Estimate. WARRANTY: Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to the specifications, samples and/or descriptions thereof furnished to Vendor by City and/or by Vendor to and accepted by City, 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. 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. 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 waming 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. 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. Vendor shall indemnify and hold harmless City from and against any and all liabilities, losses, claims, costs and expenses, including, but not limited to, attorney fees, incurred by City in connection with any such lien and/or the removal thereof. This indemnification obligation shall survive the termination of this Agreement. 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, files, or has filed against it, a petition for 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 fight to (1) terminate all or any parts of this Agreement, without liability to Vendor; (2) obtain, upon such terms and in such manner as City deems appropriate in its sole discretion, the same or similar Goods and Services which were to be provided to City by Vendor, and Vendor shall be liable to City for any excess costs of the City in obtaining same; and (3) exercise any other rights or remedies as are available to City at law and/or in equity. 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 and reasonably acceptable to City, 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 hamless 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. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all present and future 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 existing and future 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. City reserves the right to collect a penalty as provided in IC 5-16-6-1 for any person so discriminated against. 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. 14. 15. 16. 17. 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. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and Vendor and all of its officers, employees, contractors, subcontractors and agents are not, and shall not become, employees of City, and the sole responsibility to pay same all statutory, contractual and other benefits shall remain exclusively with Vendor. 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. 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. 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. 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, retum receipt requested, to the party to be notified at the address specified herein: If to City: City of Carreel One Civic Square Carmel, Indiana 46032 ATTN: Douglas Callahan (with a copy to City Attorney, One Civic Square, Carmel, IN 46032) If to Vendor: Overhead Door of Indianapolis P.O. Box 50648 8811 Bash Street Indianapolis, IN 46256 ATTN: Mike Brattain Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be 18. 19. 20. 21. 22. effective if given orally, as long as written notice is then provided as set forth hereinabove within ten (10) 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 sum of $20,270.00, unless the parties have previously agreed in writing to a greater amount. 18.2 Either party hereto may terminate this Agreement at any time upon thirty (30) days prior notice to the other party. 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, not to exceed the Estimate in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 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. 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 Mayor or his duly authorized representative shall notify Vendor of such additional goods and services desired, as well as the time flame in which same are to be provided. Vendor shall then provide, at no cost to City, an estimated cost for such additional goods and/or services, as well as the date by which same will be provided to City. 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 such authorization documents shall be numbered and attached hereto in the order in which they are approved by City. TERM Subject to the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2001, 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. FORCE MAJEURE Any delay or failure of either party to perform its obligations hereunder shall be excused if, and to the extent, same is caused by an event or occurrence beyond the reasonable control of the party and 23. 24. 25. 26. 27. without its fault or negligence, provided that notice of such delay (including the anticipated duration of the delay) shall be given by the affected party to the other party within five (5) business days after the first day of such event or occurrence. During any such period of delay or failure to perform by Vendor, City, in its sole option, may purchase some or all of the same or similar Goods and Services from other sources and reduce the Goods and Services requested of Vendor hereunder by such degree, or have Vendor promptly provide some or all of the Goods and Services from other sources at the prices set forth in this Agreement. 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 othervcise alter the meaning of any provision hereof. 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. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. ADVICE OF COUNSEL: The parties warrant that they have had the opportunity to obtain legal advice and assistance of throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence, coercion or promise of benefit. 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 conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail, unless the parties hereto, or their successors in interest, expressly and in writing agree otherwise. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. [remainder of page intentionally left blank] IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, 1NDIANA by and through its Board of Public Works and Safety By: James Brainard, Presiding Officer ATTEST: Overhead Door Comp y of Indianapolis 8811 Bash treet lndianapo IN 462 By: Mik rattain A,~t ~'t/fi5 L~IB~¢, ~( P nte N ,e Title ~ " FIDtSSN: Date: Diana Cordray, t ~' Clerk-T~urer Date: ,'-~/~.?,LS}/ "f OVERHEAD DOOR COMPANY OF INDIANAPOLIS, INC. P,O. BOX ;~8 881 '( BASH 5'TR~J~T MIKE~ BRA'I'FAIN INDI~IS, ~. GOMMERCI~ SA~S & $~R~ Talkie: 317~2-7~ ~,328 F~ ~ (31~ ~2-~ PROPOSAL SUBMIT'tEe TO; CARMEL FIRE DEPT. 2 CIVIC SQUARE Ci~ S~te CARMEL IN Phone NumBer Fax Number 571 ~2600 571-2615 tTEM#} QaTY ~ SERIES DOOR WIDTH A ,594 12' 0" FURNISH AND INSTALL; [z~pco~ 2/5101 P Job Name 2 CIVIC SQUARE STATION INDPLS JOb Phone 571o2600 U;J%*,,N|NC, f ~ UHI;NIN~ t 0PEP, ATION WIDTH HEIGHT 11' 10" 14' 0" The Genuine. The Ori~nd. Proposal #: 1-1314 Q 1232 or ERNIE MAROON HEAD ROOM The above sized ~94 series "Thermacora" sectional door(s), as manufactured by the Overhead Door Corporation. Door standard features to include the following: .Q16" thick roll-formed hot-dipped galvanized, raised, embossed, steel sections. with metal/foam/metal sandwieh, foamed-in-place homogeneous CFCSHCFC free polyurethane insulation, Insulating values: R = 11.34. U = .088. Section thickness I 3/8", all sections to be r~ted with tube seals to weatherstrip each joint. Door will be designed to meet or exceed industry standards for wind loading, Air infiltration of. 14 cfm per sq. ft. of door at 15 mph, and class 26 sound transmission. End stiles will be 15 ga. steel; hinges and fixtures will be galvanized steel. EPDM thermal break to be provided between intodot and extedor skins to prevent thermal transmission. Patented water channel is provided for a drip free opening. The polyurethane foam insulation is fully encapsulated in non-permeable mateddais for no loss of thermal efficiency, Limited 10-yearwarranty against panel alelamination of foam and steel skins. PROPOSAL TO INCLUDE THE FOLLOWING: - TWO Glazed section to be full view, dear anodized aluminum. 1/2" Insulated glass, - Operation to be by a model JST operator, a heavy duty operator 1/2 h.p. motor, - Existing door(s) to be taken down and removed from site by Overhead Door. - Track to be sized for 3" full floating ball bearing rollers with hardened steel races- * Jamb and header seal to consist of wood moulding with blade type vinyL - Power and control wiring to be by Overhead Door. - Eight additional single button transmitters included for your existing receivers. We hereby propose to complete in accordance wiffi above specification, for the sum of: Twenty Thousand Two HUndred Seventy lara No Cents Signature e,~e ~a~n. es ~ ser~oe TE~RMS AND CONDITIONS Re~eee~ve. Payment to be made as follows: net ~0 ~lays Prices subject to change if not accepted in 60 ~y$. BY OTHERS: Jambs, spring pads, all wiring to motor and control stations, unless othenNise stated above, are not included. $20,270.00 O~rect Dial: 317,842-7444- Ext 328 Name of Company: Address & Zip: Telephone No.: Fax No.: EXHIBIT B Invoice Date: ProjectName: InvoiceNo: Person Performing Service Service Services Provided Hourly Hours Date (Describe in detail in one-Rate Worked tenth hour units) Total GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker's Compensation & Disability Statutory Limits Employer's Liability: Bodily Injury by Accident: Bodily Injury by Disease Bodily Injury by Disease $100,000 each accident $500,000 policy limit $100,000 each employee Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): Products/Completed Operations: $500,000 $500,000 Personal & Advertising Injury Limit: Each Occurrence Limit: Fire Damage (any one fire): Medical Expense Limit (any one person): $500,000 $500,000 $ 50,000 $ 5,000 Comprehensive Auto Liability Owned, hired and non-owned Bodily Single Limit: injury and property damage each accident $50O,000 Umbrella Excess Liability Each occurrence and aggregate $500,000 Maximum deductible $ 10,000 City of' Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032 :ORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER 9216 / JRCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. VENDOR f3~/~,l'h~d Door Co. of Indpls. ,NF~MATION BLANKET CONTRACT QUANTITY ~ UNIT OF MEASURE PAYMENT TERMS DESCRIFTION SHIP TO Carrod Fire Depadmenl 2 Carreel Civic Square EXTENSION 8 each Replace Eta. 41 Bay Doors $ 2,533.75 $ 213,27rj.00 DEPARTMENT I ACCOUNT 1120 5D t 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 9~, ACTS 1~t5 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO, )OCUMENT CONTROL NO. 0 9 2 16 PLEASE INVOICE IN DUPLICATE I PROJECT I PROJECT ACCOUNT ORDERED BY TITLE $ 20,270.00 AMOUNT PAYMENT · A/PVOUCHERCANNOTBEAPPROVEDFORPAYMENTUNLESSTHEPO, NUMBER I~ MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATFACHED, · I HEREBY CER*RFYT,,btA~ E IS AN UNOBLIGATED EALANCE IN TN.s APP.OPR, TZO CLERK-TREASURER DEPARTMENTCOPY March 16, 2001 Mr. Mike Brattain OVERHEAD DOOR of INDIANAPOLIS P.O. Box 50648 8811 Bash Street Indianapolis, IN 46256 Dear Mr. Brattain: On March 7, 2001, the Board of Public Works and Safety approved a contract to do business with your company. Enclosed is a fully executed copy of the Agreement for your records together with several other documents which will ensure a successful and profitable business relationship with the City of Carmel. Please review the enclosed sample invoice, Exhibit B of your contract. You do not need to use this specific form, but we require you to submit the requested information in a similar layout. This format replaces any other form previously used by the City and is effective upon approval of your contract. We also ask that you review and complete the enclosed questionnaire and the attached W-9 Form and return these two items to our office at the address indicated on the first page of the form. We must receive these forms in order to process your claims for services rendered. If you have any questions or concerns, please do not hesitate to contact me at 317,571.2413. Thank you for your immediate attention to the above-referenced matters. Sincerely, COPY Carrie A, Gallagher Deputy Clerk-Treasurer Enclosures