HomeMy WebLinkAboutC.E. Reeve & Sons Inc/Utilities C. E. Reeve&Sons,Inc. 6k T/ 0 C . 05/5 C2
Utilities Dept. 2002
Roof Renovation—Brookshire Water Plant
Appropriation#01-6360-04;P.O.W04272 APPROVED, AS TO
Contract Not To Exceed$24,890.00 FORM 6Y _
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 Cannel,Indiana,acting by and through its Board of Public Works and Safety("City"),and C.E.Reeve& Sons,
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:
City agrees to purchase the goods and/or services (the"Goods and Services") described in attached Exhibit A from City
budget appropriation number 01.6360.04 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 professional and technical standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no
more than Twenty-Four Thousand Eight Hundred Ninety Dollars($24,890.00) (the"Estimate"). Vendor shall
submit an invoice to City no more than once every thirty(30)days detailing the Goods and Services provided to
City within such time period. City shall pay Vendor for such Goods and Services within sixty(60)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 sixty(60)days of its receipt 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 due and payable by City to Vendor as a separate debt for each
month it remains unpaid.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and
Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in
writing,to pay an amount in excess of the Estimate.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to the specifications,
samples and/or descriptions thereof fiunished 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.
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.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all
chemicals,materials,substances and items used in or during the provision of the Goods and Services provided hereunder,
including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the
delivery of the Goods and Services provided hereunder, Vendor agrees to finnish 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.
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C. E.Reeve& Sons,Inc.
Utilities Dept. 2002
Roof Renovation—Brookshire Water Plant
Appropriation#01-6360-04;P.O.W04272
Contract Not To Exceed$24,890.00
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and
Vendor fails to remove such lien within ten(10)days after the filing thereof,by payment or bonding, City shall have the
right to pay such lien or obtain such bond, all at Vendor's sole cost and expense. 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.
8. DEFAULT:
In the event Vendor: (a)repudiates,breaches or defaults under any of the terms or conditions of this Agreement,including
Vendor's warranties;(b)fails to provide the Goods and Services as specified herein; (c)fails to make progress so as to
endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five(5)
business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of
notice from City specifying such failure or breach; or (d) becomes insolvent, 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 are available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement,with an insurer licensed to do
business in the State of Indiana 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.
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.
II. 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.
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C.E. Reeve&Sons,Inc.
Utilities Dept. 2002
Roof Renovation—Brookshire Water Plant
Appropriation#01-6360-04;P.O.W04272
Contract Not To Exceed$24,890.00
12. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right
of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any
provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof.
13. NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement,whether as collateral for a loan or otherwise,and shall not delegate its
obligations under this Agreement without City's prior written consent.
14. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and 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.
15. GOVERNING LAW;LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its
conflict of laws provisions. The parties agree that,in the event a lawsuit is filed hereunder,they waive their right to a jury
trial,agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is
the appropriate venue for and has jurisdiction over same.
16. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute,regulation,ordinance,executive order or other
rule of law,such term shall be deemed reformed or deleted,but only to the extent necessary to comply with same,and the
remaining provisions of this Agiceinent shall remain in full force and effect.
17. 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: John Duffy
(with a copy to City Attorney,
One Civic Square,Cannel,IN 46032)
If to Vendor: C.E.Reeve&Sons,Inc.
2228 Yandes Street
Indianapolis,IN 46205
ATTN: Mr.E.E.Reeve
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 Estimate amount in effect at the time of termination, unless the parties have
previously agreed in writing to a greater amount.
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C. E.Reeve& Sons,Inc.
Utilities Dept. 2002
Roof Renovation—Brookshire Water Plant
Appropriation#01-6360-04;P.O.W04272 •
Contract Not To Exceed$24,890.00
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, 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. 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 the City's authorization documents for the purchase of additional goods and services shall be numbered
and attached hereto in the order in which they are approved by City.
21. TERM
Subject to the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall be in effect from the
Effective Date through December 31,2002,and shall,on the first day of each January thereafter,automatically renew for a
period of one(1)calendar year,unless otherwise agreed by the parties hereto.
22. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor
limit,expand or otherwise alter the meaning of any provision hereof.
23. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are
bound to the other with respect to all of the covenants,terms,warranties and obligations set forth in Agreement.
24. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
25. 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.
26. 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. This
Agreement may only be modified by written amendment executed by both parties hereto,or their successors in interest.
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•
• C. E.Reeve& Sons,Inc.
Utilities Dept. 2002
Roof Renovation—Brookshire Water Plant
Appropriation#01-6360-04;P.O.W04272
Contract Not To Exceed$24,890.00
IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL,INDIANA C.E.REEVE&SONS,INC.
by and through its Board of Public
Works and Safety
/ter, ��c�—u!c-ate 1
J s Brainard,Presiding Officer Authorized Signature
Date: O/ S. &--, r' CV C..
�/�"�"_%A � Printed Name
Mary AnnBurke,Member
Date: // / O r e-s•.//e.,'JR'
Title
FID/TIN: 3C- 0 Yee?.S 3s
Date:
SSN if Sole Proprietor:
ATTEST:
Date: /at`o/
DianaCordray, /h (/
Date:te: On /5- O.
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C.E. REEVE & SONS, INC.
2228 Yandes St.
INDIANAPOLIS, INDIANA 46205
(317) 925-8941
Attn: Mr . Paul Pace DATE
PROPOSAL B ITTED T Yq E' 4/2 3/0 1
�i y or Carmel Water Wastewater Ut_Eli` ies
STREET JOB NAME
130 First Ave S .W. Brookshire Water Plant
CITY, STAT�arme Cr Indiana 46032 JOB LOCATION
l , Carmel , Indiana
JOB PHONE
ARCHITECT DATE OF PLANS
We hereby submit specifications and estimates for:
We propose to furnish the necessary labor and materials to tear off the
present shingles from the entire above building.. roof .area and dispose
of same to reinstall the following:
............... .
Scope : #15 Felt underlayment .
25 year 3-tab fiberglass shingles .
Individual hdp and ridge shingles .
California type closed valleys .
Completely rework 3 exhaust fan curbs .
Furnish and install 2 exhaust fans complete with temperature
and humidistat controls . (Note:wiring by others ) .
Provide new aluminum drip edge into existing gutters .
Rework 2 remaining turbin vents .
FOR THE NET SUM OF ----- $ 14 ,360 . 00
Alternate: Complete remove and replace the roof decking and dispose
of the removed materials . New materials to be 5/8" . CDX
treated plywood. (not waferboard . or particle board) .
South gable area approximately 3 , 000 sq. ft .
FOR THE'•INET SUM OF $4 ,030. 00
Remaining north area approximately 4 , 000 sq. ft.
FOR THE NET SUM OF $5 ,380 . 00
Thr Urnpugp hereby to furnish material and labor — complete in accordance with above specifications, for the sum of:
dollars($
Payment to be made as follows:
All material is guaranteed to be as specified. All work to be completed in a workmanlike Authorized Res lY ( � ,`—
manner according to standard practices. Any alteration or deviation from above specilica, Signature
lions involving extra costs will be executed only upon written orders, and will become an eve be dnYg
or delays beyond our control. Owner to carry tire,tornado and other necessary insurance. withdrawn by us if not accepted within
Our workers acre hilly coveredd by Workmye�n's Compensation Insurance --_�
Arcrptatwr of P1'D}1oottl —The above prices, specifications Signature
and conditions are satisfactory and are hereby accepted. You are authorized
to do the work as specified. Payment will be made as outlined above.
Signature S n
Date of Acceptance: -- - -- P`
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04/22/2002 08:41 9258943 C'cREEV):T PAGE 01
C.E. REEVE & SONS, INC.
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FAX TRANSMITTAL FAX PHONE # (317 ) 925-8943
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•
EXHIBIT B
Professional Services Invoice
Date:
Name of Company:
Address &Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No:
Person Service Services Provided Hourly Hours Total
Performing Date (Describe in detail in one- Rate Worked
Service tenth hour units)
GRAND TOTAL
Signature
Printed Name