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HomeMy WebLinkAboutSexson Mechanical Company, LLC/CRC/$2,164/Preventative Maintenance Agreement/Goods and ServicesCarmcl Redcvclopment Commission 2024 Contract For S2,164.00 5ac\_?a^us Dtn ca*"""r+ AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE 0F G00DS AND SERVICES ('Agreement") is hereby entered into by and between the City of Carmel Redevelopment Commission ('CRC"), and Sexson Mechanical Company,LLC an entity authorized to do business in the State of lndiana ("Vendo/'). 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. 1 3 PERFORMANCE: CRC agrees to purchase the goods andior services (the "Goods and Services") from Vendor. 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. PRICE AND PAYMENT TERMS: 3.1 The total price for the Goods and Services to be provided to CRC hereunder shall be Two Thousand One Hundred Sixty Four and 0/100 Dollars ($2,164,00) (the -Quote"). Vendor shall submit an invoice to CRC no more than once every thirty (30) days detailing the Goods and Services provided to CRC within such time period. CRC shall pay Vendor for such Goods and Services within thi(y-flve (35) days after the date of CRC's receipt of Vendo/s invoice detailing same, so long as and to the_extent suih Goods and Services are not disputed, are in conformance with the speciflcations set forth in Exhi bit A includi n0 an v references attachments addenda thereto are submitted on an invoice documenting same, and Vendor has otherwlse performed and satis fied all the terms and conditions 3.2 WARR{NTY: Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by CRC and/or by Vendor to and accepted by CRC, all of which documents are incorporated herein by reference, and 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 CRC's intended use and expressly warranls that the Goods and Services provided to CRC pursuant to this Agreement have been selected by Vendor based upon CRC's stated use and are fit and sufficient for their particular purpose TI[/E 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 thereafler perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. of this Agreement. Vendor agrees not to provide any Goods and Services to CRC that would cause the total cost of the Goods anl Services provided by Vendor to CRC hereunder to exceed the Quote, unless CRC has previously agreed, in writing, to pay an amount in excess thereof. 4 5 Is \rtoFBv:ac $ra.rI'DFn M!{cFren dht\AsEEr aor (io.6.nd sq@ 's'htr r,lahl@l cRc & 'rJ'o:r 2ll.I'Ml I 2. Carmel Rcdcvclopmcnt Commission 2024 Contract For $2.164.00 DISCLOSURE AND WARNINGS: lf requested by CRC, Vendor shall promptly furnish to CRC, in such form and detail as CRC 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 CRC 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 CRC's property. ln 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, CRC shall have the right to pay such lien or oblain such bond, all at Vendor's sole cosl and expense. 7 8 DEFAULT: ln 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; 1cj faits 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 CRC specifying such failure or breach; or 1d) becomes insolvenl, is placed into receivership, makes a general assignment for the benefit of creditors oi dissolves, each such event constituting an event of default hereunder, CRC 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 CRC at law and/or in equity. I ts\}rojdi\.nc MqlnDFn ll6ni.d!erE!@*d\A@d rd o!d! r'd sqlrg s.rril*.i'dql cRc 'letl5aol' 1rIPMI 2 6. INSURANCE AND INDEIV1NIFICATION: 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 lndiana, such insurance as is necessary for the protection of CRC 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 tne coveiage amounts shall be no less than those amounts set forth in attached Exhibit B. lf requested, Vendor shall cause its insurers to name CRC as an additional insured on all such insurance policies, shall promptly provide CRC, 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 CRC. Vendor shall indemnify and hold irarmless CRC 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 aising from or in connection with Vendor's provision of Goods and Services pursuant to or under this Agreement or Vendor's use of CRC property. Vendor further agrees to indemnify, defend and hold harmless CRC 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 Vendo/s agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnilication obligations shall survive the termination of this Agreement. Carmcl Rcdcvelopmcnt Commission 2024 Contract For $2.164.00 10, GOVERNI\4ENTCOMPLIANCE: 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 CRC 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, agenls, contractors and subcontractors shall comply with all laws of the United States, the State of lndiana and CRC 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. 14 15. 16 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 bJeach of any piovision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. NON-ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otheMise, and shall not delegate its obligations under this Agreement without CRC's prior written consent. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and ryith9l Vendor nor any of its offlcers, employees, contractors, subcontractors and agents are employees of CRC. The contract price set forth herein shail be the full and maximum compensation and monies required of CRC to be paid to Vendor under or pursuant lo this Agreement GOVERNING LAW: LAWSUITS: This Agreement is to be construed in accordance with and govemed 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 flled hereunder, they waive their right to a.jury kial, agree to file any such lawsuit in an appropriate court in Hamilton County, lndiana only, ind agree that such court is the appropriate venue for and has jurisdiction over same SEVERABILITY: lf any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive ordeior other rule oilaw, 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 sufflclent if it is in writing and is delivered by postage prepaid U.d. certified mail, return- receipt requested, to the party to be notified at the address specified herein: 17 ls:uturdrtc tuJ'o\P,lFny rtlr&ddls.rtx@turull!.d rqciod. c & tlJno2" 'r Erll 3 11. 12. lJ. Carmcl Redcvclopment Commission 2024 Contract l:or $2,164.00 lf to CRC lf to Vendor: 18, TERMINATION: 18.1 18.2 18.3 19 20. Henry Mestetsky AND CRC Executive Director C arm el Re d ev el opm ent Comm i ss io n One Civic Square Carmel, lndiana 46032 Sexson Mechanical Company, LLO 1001 Commerce Parkway South Drive Greenwood, lN 46143 Samantha Karn, Corporation Counsel City of Carmel Depafiment ol Law 0ne Civic Square Carmel, lndiana 46032 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 flve (5) business days from the date of such oral notice. Notwithstanding anything to the contrary contained in this Agreement, cRC may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufflcient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. ln the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming. Goods and Services deiivered as of the date of termination, except that Such payment amount shall not exceed the Quote amount in effect at the time of termination, unless the parties have previously agreed in wdting to a greater amount. cRC may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor.. ln 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 Quote amount in effect al the time of termination, unless the parties have previously agreed in writing to a greater amount. CRC may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate' 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' ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that CRC may, from time to time, request Vendor to provide additional goods and services to CRC. Wnen CRC desires additional goods and services from Vendor, the CRC shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are t0 be piovided. Only after CRC haJapproved Vendor's time and cost Quote for the provision of such additional goods and servlies, has encumbered sufficient monies to pay for same, and has authorized Vendor, in ilriting, to provide such additional goods and services, shall such goods and services be provided by Vendor to CR'C R copy of the CRC's auihorization documents for the purchase of additional goods and services shall be numbeied and attached hereto in the order in which they are approved by CRC ls lPEF{tc sndnftlPn urnrad\s.r,' d:Mlqd rd an &.ntu-sq'br'"'}dr_(aci'cilrt/rox1a' ll{l 4 22 23 Carmcl Redcvelopment Commission 2024 Contract for $2,164.00 21 24 26 27 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 the completion of all obligations by each Party under 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 othemise 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 CRC and Vendor' DEBARMENT AND SUSPENSION 25.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its Subcontractors are presently debaned, suspended, proposed for debarment, declared ineligible or volunlarily excluded from enteiing into this Agreemeni by any federal agency or by any department, agency or political subdivision of the Staie of lndiani. The term "principal" for purposes of this Agreement means an officer' director, owner, partner, key employee or other person with primary management or supervisory r.rponiiOititiur or'a person w'ho has a'critical influence on or substanlive control over the operations of the Vendor. 25.2 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 forany recoupment, pr.iffi.r or. costs that'might arise from use of a suspended or debarred subcontractor' The Vendor shall immediately notify the CR-C if any subcontractor becomes debarred or suspended, and shall, at the CRC's request, take all iteps required Oy ttre CnC to terminate its contractual relationship with the subconlractor for work to be performed under this Agreement IRAN CERTIFICATION Pursuant to l.C. S 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of lran E.VERIFY: Pursuant to LC, S 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this rierence (the "lndiana E-Verify Lad'), Vendor is required to enroll in and verify the work ;ligibility'status of its newly-hired employees using the E-Verify program and afflrms that it is enrolled and pr'rti.lprting in the E-Verify program and does not knowingly employ unauthorized aliens- lf requested, ilenOor stratt provide the CnC Uttr 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 ngrelmeni, it shatl fully comply with the lndiana E-Verify Law as regards each such subcontractor' Should th-e Vendor or any sutcontractor violate the lndiana E-Verify law, the CRC may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either ls1Po!..,rtc s!d.\A.Fry r.ri.add\l&i d\ !d 6. ooodr ad s<E - s'rs li<rricl _ cRc dc'l 'ax ! ' l ll{! 5 28. Carmel Redcvclopment Commission 2024 Contract ltor $2. 164.00 the provisions hereof or those set forth in the lndiana E-Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease to exist. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and CRC with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condilion contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail, This Agreement may only be modilled by written amendment executed by both parties hereto, or their successors in interest. Carmel Redevelopment Commission Sexson Mechanical Company, LLC By By Henry Mestetsky, CRC Executive Director Date: Authorized nature C--oeo. r S\oi r\ PrrnteO tl$e William Hammer, CRC President Date: I Date Title FIDTTIN: JS- \qS (xel ATTEST Date , Secretary 6 Date: .<-a5 d4 lN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: 29. 06/05/24 Sexson Mechanical Company, LLC 1001 Commerce Parkway South Drive, Suite A Greenwood, IN 46143 Office: 317 884-0010 Fax: 317 884-0040 Page | 1 Preventative Maintenance Agreement For: Carmel Redevelopment Commission 580 Veterans Way Suite 100 Carmel, IN 46032 This Preventative Maintenance Agreement is designed to provide the following benefits: • Increase Energy Efficiency • Reduce Mechanical Failure • Improve Comfort Conditions • Improve Overall System Reliability • Assist with Maintenance Issues Sexson Mechanical Company will provide the services in accordance with the schedules, terms and conditions on the pages which are attached and listed below. Type of Service: Preventive Maintenance Program with inspections to be performed per attached document for one year. Any repairs will be invoiced at Preferred Rates of $95.00 per hour. Agreement coverage will begin on: June 1st, 2024 through May 31st, 2025. The agreement price is $2,164.00 for one year, to be paid $541.00 per quarterly inspection. The coverages included in this agreement, including terms, conditions and schedules attached, will constitute the entire agreement between Sexson Mechanical Company and Carmel Redevelopment Commission. This agreement is the property of Sexson Mechanical Company and is provided for the customer’s use only. No waivers, changes, or modification of any terms and conditions shall be binding on Sexson Mechanical Company unless made in writing and signed by the authorized management of Sexson Mechanical Company. Sexson Mechanical Company, LLC 1001 Commerce Parkway South Drive, Suite A Greenwood, IN 46143 Office: 317 884-0010 Fax: 317 884-0040 Page | 2 This annual agreement shall continue in effect for one year unless either party gives written notice to the other of intention not to renew thirty (30) days prior to any anniversary date. Sexson Mechanical Company Customer X Jack Parks Service Account Manager Authorized Representative X Sexson Mechanical Company, LLC 1001 Commerce Parkway South Drive, Suite A Greenwood, IN 46143 Office: 317 884-0010 Fax: 317 884-0040 Page | 3 List of Covered Equipment Split Systems: 2 Exhaust Fan: 1 Sexson Mechanical Company, LLC 1001 Commerce Parkway South Drive, Suite A Greenwood, IN 46143 Office: 317 884-0010 Fax: 317 884-0040 Page | 4 Mechanical System Preventative Maintenance Checklist Our Preventive Maintenance Agreements provide for the following services performed by licensed qualified technicians who are not on sales commissions. Split Systems PM Checklist (Quarterly) ▪ Provide and install new air filters ▪ Clean condenser coils (Spring and Fall as needed) ▪ Check refrigerant charge (Spring and Summer) ▪ Check electrical connections and tightened if required ▪ Check compressor and condenser fan operation ▪ Test heat pump operation (Fall and Winter) ▪ Blow out condensate drain and clean pan (Spring and Fall) ▪ Test electric heat operation (Fall and Winter) ▪ Test thermostat operation ▪ Test safeties and switches ▪ Prepare report for owners on recommended repairs to units Exhaust Fan PM Checklist (Quarterly) ▪ Inspect bearing assemblies ▪ Inspect belts and change (As Needed) ▪ Check alignment ▪ Check motor amp draws ▪ Lubricate bearings ▪ Inspect motors and check electrical connections ▪ Prepare report for owners on recommended repairs to units Sexson Mechanical Company, LLC 1001 Commerce Parkway South Drive, Suite A Greenwood, IN 46143 Office: 317 884-0010 Fax: 317 884-0040 Page | 5 Terms and Conditions General 1. Sexson Mechanical Company agrees to perform all work in a careful and workman-like manner and to furnish only materials of good quality. 2. The client agrees to operate and maintain the equipment covered by this agreement in accordance with the manufacturer’s guidelines of operation 3. The customer will provide reasonable access to all areas and equipment. 4. All tests and inspections and non-emergency repair or replacement will be performed during normal working hours, 7:00 a.m. to 3:30 p.m., Monday through Friday. 5. Emergency repairs outside of normal working hours will be billed at overtime rates. 6. The customer will notify Sexson Mechanical Company of any defect in the system promptly when it becomes known to them. 7. If any emergency call is made at the customer’s request and no defect is found to be present, Sexson Mechanical Company may charge the customer at the preferred customer rate for such services. 8. In addition to any price specified on the face hereof, the customer shall pay and be responsible for the gross amount of any present or future sales, use, excise, value added, or other similar tax, however designated, applicable to the price, sale or delivery or any products, services or the work furnished hereunder or for their use by Sexson Mechanical Company on behalf of the customer whether such tax shall be local, state or federal in nature. This will include but not be limited to the recovery; recycling, reclamation, handling and disposal of all refrigerants or halons and the additional costs incurred for refrigerant tax and/or increased costs due to shortages. 9. Payment for the maintenance agreement will be made in advance of the period during in which the service is provided. Sexson Mechanical Company, LLC 1001 Commerce Parkway South Drive, Suite A Greenwood, IN 46143 Office: 317 884-0010 Fax: 317 884-0040 Page | 6 10. Sexson Mechanical Company will adjust the price of this agreement annually on the anniversary date to reflect prevailing labor and material costs. 11. Acceptance of this agreement by Sexson Mechanical Company assumes that all systems and equipment covered are in functioning condition. If repairs are found necessary during the new agreement start up inspection or an inspection visit, a repair proposal will be submitted for approval. If repair proposal is declined, the non-functioning items will be eliminated from the maintenance agreement and the agreement price adjusted accordingly or the agreement may be canceled or otherwise revised. 12. Repair, replacement, and emergency service provisions apply only to the systems and equipment covered by this agreement. Repair or replacement of non-maintainable parts of the system(s) such as, but not limited to, piping, unit cabinets, insulating material, electrical wiring, structural supports and other non-moving parts are not included in this agreement. 13. If the system(s) or equipment covered is altered, modified, changed or moved this agreement may be adjusted accordingly or terminated. Limitations of Liability and Indemnities 1. Sexson Mechanical Company will not be liable for damage or loss caused by delay in installation or interrupted service due to fire, flood, corrosive substance in the air, strike lockout, dispute with workmen, inability to obtain material or services, commotion, war, partial or complete failure of the sprinkler system to function, act of God, or any other causes beyond Sexson Mechanical Company reasonable control. 2. In no event, whether as a result of breach of contract, or any tort including negligence or otherwise shall Sexson Mechanical Company or its suppliers, employees, or agents be liable for any special, consequential, incidental, or penal damage including, but not limited to, loss of profit or revenues loss of use of any products, machinery, equipment, damage to associated equipment, cost of capital, cost of substitute products, facilities, services or replacement power, down time costs, lost profits, or claims of Buyer’s customers for such damages. 3. No other warranty or other liability is given and no other affirmation of Sexson Mechanical Company by word or action shall constitute a warranty. This warranty is expressly in lieu of any other expressed or implied warranty including any implied warranty or merchantability of fitness, and any other obligation on the part of Sexson Mechanical Company. Sexson Mechanical Company, LLC 1001 Commerce Parkway South Drive, Suite A Greenwood, IN 46143 Office: 317 884-0010 Fax: 317 884-0040 Page | 7 4. Sexson Mechanical Company warrants materials only to the extent and for the time period said materials are warranted to Sexson Mechanical Company by the manufacturer of the same. Sexson Mechanical Company liability, if any, upon any warranty, either expressed or implied, shall be limited to replacement of defective materials and correction of faulty workmanship which is in violation of local, state, or federal building codes at the time of performance of the work by Sexson Mechanical Company.