HomeMy WebLinkAboutErtel Roofing, Inc./ADMIN/$40,400/Data Center – RoofingCzTfshfzHsfdivlijobu5;14qn-Opw34-3132
DocuSign Envelope ID: E2610C4C-6E80-45D8-8645-4083580AFFDB
Ertel Roofing, Inc.
Administration Department - 2021
Appropriation # 1205 44-628.71 2021 IT Data Center Bond; P.O. #105747
Contract Not To Exceed $40,400.00
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
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.
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.
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, is placed into 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; and (2) exercise all other rights
and remedies 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, 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.
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DocuSign Envelope ID: E2610C4C-6E80-45D8-8645-4083580AFFDB
Ertel Roofing, Inc.
Administration Department - 2021
Appropriation # 1205 44-628.71 2021 IT Data Center Bond; P.O. #105747
Contract Not To Exceed $40,400.00
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor’s performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
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 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.
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 City 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 City 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 City’s prior written consent.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. 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
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DocuSign Envelope ID: E2610C4C-6E80-45D8-8645-4083580AFFDB
Ertel Roofing, Inc.
Administration Department - 2021
Appropriation # 1205 44-628.71 2021 IT Data Center Bond; P.O. #105747
Contract Not To Exceed $40,400.00
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
If to City: City of Carmel AND City of Carmel
Administration Department Department of Law
One Civic Square One Civic Square
Carmel, Indiana 46032 Carmel, Indiana 46032
If to Vendor: Ertel Roofing, Inc.
1351 Roosevelt Ave
Indianapolis, Indiana 46202
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, 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.
19.2 City 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 City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
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DocuSign Envelope ID: E2610C4C-6E80-45D8-8645-4083580AFFDB
Ertel Roofing, Inc.
Administration Department - 2021
Appropriation # 1205 44-628.71 2021 IT Data Center Bond; P.O. #105747
Contract Not To Exceed $40,400.00
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that 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 City 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 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.
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, 2021 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. DEBARMENT AND SUSPENSION
26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its
subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from entering into this Agreement by any federal agency or by any department, agency or political
subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer,
director, owner, partner, key employee or other person with primary management or supervisory
responsibilities, or a person who has a critical influence on or substantive control over the operations of the
Vendor.
26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all
subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment,
penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall
immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s
request, take all steps required by the City to terminate its contractual relationship with the subcontractor for
work to be performed under this Agreement.
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DocuSign Envelope ID: E2610C4C-6E80-45D8-8645-4083580AFFDB
DocuSign Envelope ID: E2610C4C-6E80-45D8-8645-4083580AFFDB
12/16/2021
12/16/2021
12/16/2021
12/16/2021
Exhibit A
DocuSign Envelope ID: E2610C4C-6E80-45D8-8645-4083580AFFDB
DocuSign Envelope ID: E2610C4C-6E80-45D8-8645-4083580AFFDB
EXHIBIT B
Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
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
DocuSign Envelope ID: E2610C4C-6E80-45D8-8645-4083580AFFDB
EXHIBIT C
INSURANCE COVERAGES
Worker’s Compensation & Disability Statutory Limits
Employer’s Liability:
Bodily Injury by Accident/Disease: $100,000 each employee
Bodily Injury by Accident/Disease: $250,000 each accident
Bodily Injury by Accident/Disease: $500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations): $500,000
Products/Completed Operations: $500,000
Personal & Advertising Injury
Policy Limit: $500,000
Each Occurrence Limit: $250,000
Fire Damage (any one fire): $250,000
Medical Expense Limit (any one person): $ 50,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Single Limit: $500,000 each accident
Injury and property damage: $500,000 each accident
Policy Limit: $500,000
Umbrella Excess Liability
Each occurrence and aggregate: $500,000
Maximum deductible: $ 10,000
DocuSign Envelope ID: E2610C4C-6E80-45D8-8645-4083580AFFDB
DocuSign Envelope ID: E2610C4C-6E80-45D8-8645-4083580AFFDB
City®f Carmel
INDIANA RETAIL TAX EXEMPT
CERTIFICATE N0. 003120155 002 0
Page 1 Of 1
PURCHASE ORDER NUMBER
JIII'1
FEDERAL EXCISE TAX EXEMPT OI 5 f Y I
THIS NUMBER MUST APPEAR ON INVOICES,NPONECIVICSQUARE35-6000972
CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING IABELSANDANY CORRESPONDENCE
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
11/12/2021 376175 IT Data Center Building Addition and Remodel - Roofing
ERTEL ROOFING General Administration
VENDOR 1351 ROOSEVELT AVE SHIP 1 Civic Square
TO Carmel, IN 46032-
INDIANAPOLIS, IN 46202 -
PURCHASEID BLANKET CONTRACT PAYMENTTERMS FREIGHT
61013
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Department. 1205 Fund: 0 2021 IT Data Center Bond
Account: 44-628.71
1 Each IT Data Center Building Addition and Remodel - Roofing
Send Invoice To:
Dept of Administration
1 Civic Square
Carmel, IN 46032- -
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT
SHIPPING INSTRUCTIONS
SHIP PREPAID,
CD D, SHIPMENT CANNOT BE ACCEPTED.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABE
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 194
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY
40,400.00 $40,400.00
Sub Total $40,400.00
PROJECT PROJECT ACCOUNT I AMOUNT
PAYMENT $40,400.00
AjP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THEP,0. NUMBERISMADEA
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
THIS APPROPRIATION SUFFICI ENT TO PAY FOR THE ABOVE ORDER.
James Crider James Crider
TITLE Director of Administration Director of Administration
CONTROL N0. 105747 CONTROLLER
DocuSign Envelope ID: E2610C4C-6E80-45D8-8645-4083580AFFDB