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Home My WebLink AboutBPW-06-13-07-01 Mayoral Signature TP Mechanical RESOLUTION NO. BPW-06-13-07-01 RESOLUTION OF THE CITY OF CARi~EL BOARD OF PUBLIC WORKS AND SAFETY RATIFYING MAYORAL SIGNATURE OF AGREEMENT FOR PURCHASE OF GOODS AND SERVICES FROM TP MECHANICAL WHEREAS, the executive officer of a municipality has the right and authority under Indiana law to enter into contracts on behalf of the municipal corporation; and WHEREAS, due to the exigencies of time, City of Carmel Mayor James Brainard, upon the advice of the Carmel City Attorney and relevant departments, executed that certain Goods and Services Agreement ("Agreement"), attached and incorporated herein as Exhibit "A"; and WHEREAS, the City of Carmel Board of Public Works and Safety now desires to ratify the above actions of Mayor Brainard and to adopt the same as the act of the Board. NOW, THEREFORE, BE IT RESOLVED by the Board of Public Works and Safety of the City of Carmel, Indiana, that: I. The foregoing Recitals are fully incorporated herein by this reference. 2. The actions of Mayor James Brainard in executing the Agreement are hereby ratified and such actions are hereby approved and adopted by the Board as its own. Approved and Adopted this 1:3 -r1..... day of -lu.n.L.--- ,2007. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: mes Brainal)l,!r~in~fficer Date: b /- r- LoriS. vv,~ Date: (, I' 3/07 ND 1'" H.fIS..e n -t- Mary Ann Burke, Member Date: [d1:mf\loOOi:z.'", Iwli\my docIlmmu'bp.....esoluliom',2007.nlity IIUIW - Ip DI<<h.nK:al dOC6!S,07] , TP Mechanical Contractors . Maintenance - 2007 Appropriation # 1205-501; P. O. # 16828 Contract NotTo Exceed $48,917.17 APPROVED~O FORM BY; , AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreemenf') is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), TP Mechanical Contractors ("Vendor"). TERMS AND CONDITIONS 1. ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement's terms and conditions. 2. PERFORMANCE: City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City budget appropriation number 1205-501 funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all times the highest technical and industry standards. 3. PRiCE AND PAYMENT TERMS: 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Forty-Eight Thousand Nine Hundred Seventeen Dollars and Seventeen Cents ($ 48,917.17) (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 specifications, 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 Maintenance Department Bid Proposal Package for "HV AC Retrofit for Brookshire Golf Club" received by the City of Carmel Board of Public Works and Safety in or about May 15, 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 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. City's stated use and are fit and sufficient lor their particular purpose. [Z;IE BassIMy DocumenlSlProfcssional Servicesl2007\TP :Mech.Cout. BloobhireHVACdodl2112007 10,17 AJ\.f] 1 UEXHIBIT '/I" " TP Mechanical Contractors , Maintenance - 2007 Appropriation # 1205.501; P. O. # 16828 Contract Not To Exceed $48,917.17 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 shali 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. 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 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. 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: [Z;\E Bns\My DQcumCllls\P,cfessiooal Servicesl1007lTP Mech.C(IIl\. BroobhireHVAC.doc:5121/2007 10:17 AM] 3 TP Mechanical Contractors Maintenance - 2007 Appropriation # 1205-501; P. O. # 16828 Contract Not To Exceed $48,917.17 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 (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 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. [Z'EB!is'MyD<x:umeIllS\Profe!lSiQual Services~O(ffiTP Mecb.CQD\. BroobhirffiVACdoc:512112001LO:l7 AM] 5 NEW AGENDA ITEM Today's Date: O~ / 08 / {)/"f CITY COUNCIL (Original and 8 Copies) · E-Mail AU Ordinances and Resolutions (Include any Exhibits) to Lois Fine ~OARD OF PUBLIC WORKS (Original and 5 Copies) Check One: ADD-ON '- v-iJExr MEETING: oce / /3 / 07 [Date) FUTURE MEETING: / / [Date) Sponsor: (Person to be Listed on Agenda) /nCl.!;j) .~//JC.tVJ2. Description. of Item: Any Special Instructions: (Special Equipment Needed. Verbal Presentation. Etc.)