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HomeMy WebLinkAboutTelamon Energy, LLC/Utilities/$49,500/West Solar Services - W10133CzTfshfzHsfdivlijobu3;69qn-Tfq41-3133 DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB Telamon Energy, LLC Utilities Department - 2022 Appropriation #06-1050-95 Fund; P.O.#W10133 Contract Not To Exceed $49,500.00 SECTION 3 CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 06-1050-95 funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City’s behalf on all matters regarding the Services. SECTION 4 PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5 COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Forty Nine Thousand Five Hundred Dollars ($49,500.00) (the “Estimate”). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice provided to the Professional. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35) days from the date of City’s receipt of same. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City’s prior written consent. S:\\Contracts\\Departments\\Utilities\\2022\\Telamon Energy LLC Professional Services-corrected.docx:9/28/2022 8:30 AM\] 2 DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB Telamon Energy, LLC Utilities Department - 2022 Appropriation #06-1050-95 Fund; P.O.#W10133 Contract Not To Exceed $49,500.00 SECTION 6 TERM Unless otherwise terminated in accordance with the termination provisions set forth inSection 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2022, 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. SECTION 7 MISCELLANEOUS 7.1 Termination 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days’ notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional’s receipt of City’s “Notice to Cease Services.” 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. S:\\Contracts\\Departments\\Utilities\\2022\\Telamon Energy LLC Professional Services-corrected.docx:9/28/2022 8:30 AM\] 3 DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB Telamon Energy, LLC Utilities Department - 2022 Appropriation #06-1050-95 Fund; P.O.#W10133 Contract Not To Exceed $49,500.00 7.5 Insurance 7.5.1 Professional shall, as a condition precedent to this Agreement, purchase and thereafter maintain such insurance as will protect it and City from the claims set forth below which may arise out of or result from Professional's operations under this Agreement, whether such operations be by Professional or by its subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose acts any of them may be liable: Professional represents that its employees are leased employees from Telamon Corporation, and that Telamon Corporation carries Workmen’s Compensation Insurance covering all liability which may accrue by reason of the Indiana Workmen’s Compensation Act related to employees leased to Professional. The coverage shall be in an insurance company licensed to do business in the State of Indiana and which meets with the approval of Customer, with limits as shown below: Workers Compensation: Statutory limits for worker’s compensation Employer’s liability limits of $500,000 bodily injury by accident each accident, 500,000 bodily injury by disease policy limits and $500,000 bodily injury by disease each employee. Professional shall also provide evidence, in the form of an insurance certificate, of the following insurance coverages naming the City of Carmel as an additional insureds with the limits as shown below. General Liability: Each Occurrence $1,000,000 General Aggregate $2,000,000 Products/Completed Operations Aggregate $2,000,000 Personal Injury and Advertising Injury $1,000,000 Automobile Liability: Combined Single Limit $1,000,000 7.5.2 Professional shall provide the City with a certificate of insurance, naming the City as an "additional insured," showing such coverage then in force (but not less than the amount shown above) shall be filed with City prior to commencement of any work. These certificates shall contain a provision that the policies and the coverage afforded will not be canceled until at least thirty (30) days after written notice has been given to City. 7.5.3 Professional may, with the prior approval of the City, substitute different types of coverage for those specified if the total amount of required protection is not reduced. Professional shall be responsible for all deductibles. 7.5.4 Nothing in the above provisions shall operate as or be construed as limiting the amount of liability of Professional to the above enumerated amounts. S:\\Contracts\\Departments\\Utilities\\2022\\Telamon Energy LLC Professional Services-corrected.docx:9/28/2022 8:30 AM\] 4 DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB Telamon Energy, LLC Utilities Department - 2022 Appropriation #06-1050-95 Fund; P.O.#W10133 Contract Not To Exceed $49,500.00 7.6 Liens Professional shall not cause or permit the filing of any lien on any of City’s property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional’s sole cost and expense. 7.7 Default In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional’s warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; 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 terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional’s performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals’ required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.10 Discrimination Prohibition Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. S:\\Contracts\\Departments\\Utilities\\2022\\Telamon Energy LLC Professional Services-corrected.docx:9/28/2022 8:30 AM\] 5 DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB Telamon Energy, LLC Utilities Department - 2022 Appropriation #06-1050-95 Fund; P.O.#W10133 Contract Not To Exceed $49,500.00 7.11 E-Verify Pursuant to I.C. 22-5-1.7, Professional shall enroll in and verify the work eligibility status of all newly hired employees of Professional through the E-Verify Program (“Program”). Professional is not required to verify the work eligibility status of all newly hired employees through the Program if the Program no longer exists. Also, pursuant to I.C. 22-5-1.7, Professional must execute an affidavit affirming that the Professional does not knowingly employ an unauthorized alien and confirming the Professional’s enrollment in the Program, unless the Program no longer exists, which Affidavit shall be filed with the Customer prior to the execution of this Agreement. 7.12 Severability If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.13 Notice Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel City of Carmel Utilities Department Office of Corporation Counsel nd30WMainSt, 2 Floor One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 PROFESSIONAL: Telamon Energy, LLC th1000E116 Street Carmel, Indiana 46032 Attn: Bruce Breeden Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.14 Effective Date The effective date (“Effective Date”) of this Agreement shall be the date on which the last of the parties hereto executes same. S:\\Contracts\\Departments\\Utilities\\2022\\Telamon Energy LLC Professional Services-corrected.docx:9/28/2022 8:30 AM\] 6 DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB Telamon Energy, LLC Utilities Department - 2022 Appropriation #06-1050-95 Fund; P.O.#W10133 Contract Not To Exceed $49,500.00 7.15 Governing Law; Lawsuits This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file 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. 7.16 Waiver Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.17 Non-Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City’s prior written consent. 7.18 Entire Agreement This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.19 Representation and Warranties Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.20 Headings All headings 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. 7.21 Advice of Counsel The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. S:\\Contracts\\Departments\\Utilities\\2022\\Telamon Energy LLC Professional Services-corrected.docx:9/28/2022 8:30 AM\] 7 DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB Telamon Energy, LLC Utilities Department - 2022 Appropriation #06-1050-95 Fund; P.O.#W10133 Contract Not To Exceed $49,500.00 7.22 Personnel Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.23 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this Agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. 7.24 Accomplishment of Project Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City’s organization. 7.25 Access to Public Records Act Professional understands and agrees that any “public record”, as that term is defined in Indiana Code 5-14-3- 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the provisions of Indiana’s Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seq., as amended. 7.26 Iran Certification Pursuant to I.C. § 5-22-16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. S:\\Contracts\\Departments\\Utilities\\2022\\Telamon Energy LLC Professional Services-corrected.docx:9/28/2022 8:30 AM\] 8 DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB Not Present 10/19/2022 10/19/2022 10/19/2022 DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB EXHIBIT A SCOPE OF SERVICES TO BE PROVIDED BY THE TELAMON ENERGY TO CITY OF CARMEL Pursuant to the Agreement for Professional Services, dated _____, 2022, by and between City of Carmel Customer”) and Telamon Energy, LLC (“Professional”), Professional agrees to provide the following services to engineer and manage the roof replacement project\[s\] to be located at the Water Tower. Scope of Professional Services to be Provided: (per cent of total project cost) 1. Providing a structural engineering analysis for the utility operations building 25% 2. Hiring a roofing contractor to assist with bid preparations and writing specifications 25% 3. Redesign of the rooftop to accommodate solar 25% 4. Initial analysis for potential street department solar 25% I. Professional Fees: The professional fee for the above scope of work including all engineering design and professional service fees incurred or to be incurred going forward to the completion of the project is $21,500.00 for the anticipated project. This fee is to be billed not more than every 30 days on a percent (%) complete basis. II. Reimbursable Expenses: If the Professional incurs any of the following expenses then the Customer shall reimburse the following fees to the Professional 1. Permitting Fees 2. Survey if not already available. DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB DocuSign Envelope ID: C6116F7F-BE53-4F6E-A420-7D7E8247D1BB