HomeMy WebLinkAboutEngineered Control System/Admn
Engineerell Control S:vstems ,
Administration Dept, - 2007 eil}' Hall Control System Replacement
Appropriation #/205-50/; P.O. #/594/
COlltract Not To Exceed $6/.750.00
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APPROVED, AS TO
FORM BY:~
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"), Engineered Control Systems ("Vendor").
TERMS AND CONDITIONS
I. 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") from Vendor using
City budget appropriation number 1205-50 I 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 technical and industry 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 Sixty-One Thousand Seven Hundred Fifty Dollars
($61,750.00) (the "Estimate"). Vendor shall submit an invoice to City no more than once
every thirty (30) days detailing the Goods and Services provided to City within such time
period. City shall pay Vendor for such Goods and Services within sixty (60) days after the
date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such
Goods and Services are not disputed, are in accordance with the specifications set forth in
Exhibit A, are submitted on an invoice that contains the information contained on attached
Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions
of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total
cost of the Goods and Services provided by Vendor to City hereunder to exceed the
Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform
to those certain speci fications, descriptions and/or quotations regarding same as were provided to
Vendor by City and/or submitted by Vendor to and accepted by City pursuant to or as part of that
certain City of Carmel Department of Administration Bid Proposal Package for "City of Carmel
HV AC Controls" received by the City of Carmel Board of Public Works and Safety on or about
January 17,2007, all of which documents are incorporated herein by reference, and that the Goods
and Services will be delivered in a timely, good and workmanlike mann$lr. and free from defect.
Vendor acknowledges that it knows of City's intended use a!1d 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. City's stated use and
are fit and sufficient for their particular purpose. City's sUited use and are fit and sufficient for
their particular purpose.
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Engineered Control S.vsfems
Administration Dept. - 2007 City Hall Control System Replacement
Appropriation #/205-50/; P.o. #/594/
Contract Not To Exceed $6/.750.00
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 W ARNlNGS:
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 Jess 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
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Engineered Control Systems
Administration Dept. - 2007 City Hall Control System Replacement
Appropriation #/205-501; P.o. #15941
Contract Not To Exceed $6/,750.00
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 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 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. NO IMPLIED W ATVER:
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 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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Engineered COlltro! Systems
Administration Dept. - 2007 City Hall Control System Replacement
Appropriation #1205-501; P.o. #15941
Contract Not To Exceed $61,750.00
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 Agreement 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: .
[fto Citv:
City of Carmel
One Civic Square
Carmel, Indiana 46032
A TTN: Stephen Engelking, Director of Administration
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor:
Engineered Control Systems
7466 Shadel and Station Way
Indianapolis, Indiana 46256-3925
ATTN:
Notwithstanding the above, notice of termination under paragraph 18 herein below 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.
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Engineered Control Systems
Administration Dept. - 2007 City Hall Control System Replacement
Appropriation #1205-501: P.o. #1594/
Contract Not To Exceed $6/.750.00
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.
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 ofthe 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 warra~t 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 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.
21. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph
18 hereinabove, this Agreement shall be in effect from the Effective Date through December 31,
2007, and shall, on the first day of each January thereafter, automatically renew for a period of one
(I) 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.
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Engineered Control Systems
Administration Dept. - 2007 City Hall Control System Replacement
Appropriation #l205-501;'P. 0. #15941
Contract Not To Exceed $61, 750.00
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 or in any
document referenced herein 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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Engineerel[ Control SJ1stems
Admini,tration Dept. - 2007 City Hall Control System Replacement
Appropriation #1205-501; P.o. #15941
Contract Not To E.rceed $61.750.00
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
ATTEST:
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ENGINEERED CONTROL SYSTEMS
By:
~"'4 ~--c..-c.-.:....
~ri;e'dSigna;ure
J. p. IfE/S5GeEk2.
Printed Name
DIV'~(OAI M&12...
Title
FID/TIN: ~ G - r;h cA 37 I
,
SSN if Sole Proprietor:
Date: ;;;Z / '7 J;;;. 0 07
I I .
Proiect: Carmel City Hall Control System
Replacement
I Date: January 16, 2007
I Engineer: John Pachmayer
Engineered Control Systems proposes to provide a KMC control system for the above named
project. Details are as follows:
BASE BID
Front-End System:
> KMC WinControl XL Plus for Windows@ Graphics Software Package
> KMC LAN Controller for Ethernet access
NOTE: Operator workstation provided by Customer
EQuioment Control:
)> Existing Chilled Water System consisting of:
o (1) New controller for pumps and chiller
o (2) New Pump DP switches
o (2) New Chilled water temperature sensors (in and out)
)> Existing (4) Air Handling Units with electric preheat consisting of:
o (4) New AHU controllers (2 ea. CV and 2ea. VAV)
o New damper actuators (Return air, Outside air, Exhaust)
o New mixed air temperature sensors
o New discharge air temperature sensors
o New fan status switches
o New room temperature sensors wi LED and pushbutton override
o New preheat sequencers
o H-O-A switches on all outputs
o New control cards for existing chilled water valve actuators
o New outside air temperature sensors
)> Existing (44) VAV boxes, fan powered with electric reheat consisting of:
o New controller with actuators
o New room temperature sensors wiLED and push button override
o New fanlheat relays
o New discharge air temperature sensors
)> Owner training as needed
)> Unlimited phone and Ethernet support throughout warran.ty period
)> Re-use of existing enclosures, panels, transformers, wiring where possible
)> New wiring to be plenum rated cable above accessible ceilings
)> Removal of existing controllers
)> (1) Year Warranty on all parts and labor
""'~ ,~_.""'...~ "'-::'~:~~~~~;~;;:7 ,( V "
Proiect: Carmel City Hall Control System
Replacement (cont'd)
Labor Included:
> Engineering and programming of complete control system
> Installation labor and materials
> Project management and start-up labor
Total For Base Bid ...................$ 61.750.00
As described above, valid for 30 days, freight allowed and prepaid, material shipped FOB factory, one year
warranty.
Adder for control of each additional VAV found, . , , . . . . . . . . . . . . . $750.00
Adder for replacement of non.functional reheat elements. . . . . . . . . 20% over material cost + 1 - 4 hours
oer VAV@92.00/hr.
We thank you for your consideration of our proposal. If you have any questions, please contact me at the number
above.
Respectfully Submitted,
John Pachmayer
ECS. Inc.
HBA, Inc" 7466 Shadeland Station Way, Indian;:;:S~I:f :6256'3925 pH: 3::'~~~i:~7i~HOOIt ~ (V ~,