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AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ~'Y}_,~'
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 Modern Heating and Cooling ("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 $15,000.00, 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 fumish 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.
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 conunercially 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 right 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 arc available to City at law and/or in equity.
10.
11.
12.
INSURANCE AND iNDEMNIFICATION:
Vendor shall procure and maintain in full fome 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 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.
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.
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.
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, return receipt requested, to the party to be notified at the
address specified herein:
If to City:
City of Carmel
One Civic Square
Cannel, Indiana 46032
ATTN: Douglas Callahan
(with a copy to City Attomey,
One Civic Square, Carreel, 1N 46032)
If to Vendor:
Modem Heating and Cooling
1837 N. New Jersey Street
Indianapolis, IN 46206-1616
ATTN: Jeff Nicholas
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
ten (10) business days from the date of such oral notice.
18.
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 $15,000.00, 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.
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.
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 Mayor or his duly authorized representative shall notify Vendor of such additional
goods and services desired, as well as the time frame 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.
21.
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.
22.
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
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
23.
24.
25.
26.
27.
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 otherwise 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 opporttmity 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, INDIANA
by and through its Board of Public
Works and Safety
Modern Heating and Cooling
1837 N. New Jersey Street
Indianapolis, IN 46206-1616
By:
James Brainard, Presiding Officer
M Ann rke, Member
Date: 3 ' 7-- O/
Bill~lker, Member
Date:
ATTEST:
)')GO~ //)( 7 I /
, rer'
By: ~effN~~_~
~Signature
Printed Name
Title
FID/SSN:
Date:
HEATING · COOLING * PLUMBING
Residential/Commercial
~837 N. NewJersey St.
Indianapolis. IN 462o2-16~6
317/925-89o5
Fax 3~7/924-8764
January 10, 2001
Mr. Fred Glaser, Quartermaster/DPA
City of Carmel Fire Department
2 Cannel Civic Square
Cannel, IN 46032
Project: HVAC Renovation for
Headquarters Building
Dear Mr. Glaser,
Modern Heating and Cooling is pleased to quote the above mentioned project per the scope of work listed
below:
,,~cope of work:
First FJoor West End - Disconnect duct work from (5) ton system and connect to existing (2) ton system.
System #1 will now handle the EMS office and Bottle fill and repair room. Relocate the system #1
thermostat to the EMS office. Disconnect the duct that is connected to the (2) ton system and connect to the
(5) ton system. The Battalion Chiefs office (old dispatch room) will now be on system #2. Balance airflow
for occupant comfort.
A) Remove existing equipment and haul away.
B) Recover refrigerant fi'om systems per EPA requirements.
C) System #1- Install one Bryant 70,000 btuh, 80% gas furnace, Bryant (2) ton 10 SEER condenser with
matching cased coil.
D) System #2~ Install one Bryant 135,000 btuh, 80% gas fumace, Bryant (5) ton 10 SEER condenser with
matching cased coil.
E) System #3- Install one Bryant 135,000 btuh, 80% gas furnace, Bryant (5) ton cased coil. Existing (5)
ton condenser to remain.
F) System #4- Install one Bryant 91,000 btuh, 80% gas furnace, Bryant (4) ton 10 SEER condenser with
matching cased coil.
G) Install low ambient controls on new compressors.
H) Install filter/dryers on new re~'igerant systems.
I) Reconnect to existing flue pipe, gas line and electrical.
J) Modify' ductwork connections as required.
K) Provide crane and operator.
L) N~te: T~ c~rrect ~verheating pr~b~e~n in Assistant Chief's ~~ce' we will install a stand-al~ne z~ne
damper and independent thermostat to control airflow to that space.
See page #2
Page #2
HVAC Renovation
~arran~
A) One year parts and labor on complete installation.
B) Twenty-year hem exchanger part warranty.
C) Five-year compressor part warranty.
Installation Lead Time
A) Five to seven working days.
Project Duration
A) Seven working days
Cost
Total installed cost excluding tax $!r3,686.00
Optional Five-year parts and labor warranty may be purchased on any system that is less than (5) years old
for the cost of $455.00 per system.
Performance Bond furaished, if requested. Add $100.00
Thank you for the opportunity to work with you on this project. lfyou should require additional
information, I can be reached at 9414737.
References furnished upon request.
Regards,
Jeff Nicholas
Commercial Project Manager
Na~ne of Co~npany:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No:
EXHIBIT B
Invoice
Date:
Person
Performing
Service
Service Services Provided Hourly
Date (Describe in detail in one-Rate
tenth hour units)
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:
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
$500,000
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
left
PURCHASE ORDER NUMBER
92'22
THIS NUMBER MUST APPEAR ON INVOICES NP
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE.
JRCHASE ORDER DATE
2j13/01
DATE REQUIRED
REQUISITION NO.
VENDOR NO.
DESCRIPTION
F~epl~ce FUlTt~C~
VENDOR
]NFIRMA~ON
N
QUANTITY
Modern Heatir~ & Coding
1837 New Jemey Street
Indianapolis, IN46202
BLANKET CONTRACT
N Y
PAYMENT TERMS
N/A
DESCRIPTION
SHIP
TO
C:ermel Fire Depadment
2 Cannel Civic Square
Carreel, Indiana 46832
FREIGHT
I UNIT PRICE I EXTENSION
each Retrace A~m~, Furnaces
3,536,75 $14,147,00
DEPARTMENT I ACCOUNT
1120
SHIPPING INSTRUCTIONS
· SHIP PREPAID.
· C.O.O+ SHIPMENTS CANNOT BE ACCEPTED.
· PURCHASE ORDER NUMBER MUST AppEAR ON ALL
SHIPPING LABELS.
· THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
DOCUMENT CONTROL NO. 0 9 2 2 2
PLEASE INVOICE IN DUPLICATE
PAYMENT
14,147,00
AMOUNT
ORDERED BY
TITLE
· NP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O.
NUMBER IS MADE A PAFff OF THE VOUCHER AND EVERY INVOICE AND
VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATFACH D.
· I HEREBY CERTI IS AN UNOBLIGAT~D B NCE IN
THIS APPROPRI ~.CIE , . ,
CLERK-TREASURER
DEPARTMENT COPY