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HomeMy WebLinkAboutMiller Transportation/DOCS/2,060/Plan Comm tour Miller Transportation DOCS 2012 Appropriation #43- 509 -00 P.O. #26465 Contract Not To Exceed $2,060.00 4. 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 and _Miller Transportation, an entity duly authorized to do business in the State of Indiana "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 43- 509 -00 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 Two Thousand Sixty Dollars ($2,060.00) (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 conformance 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 by Vendor to and accepted by City, 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. \Ussvrapp,l \Uar Data Admm\LA\Wshar \Prof Svcs Goods Sves\DOCS\2012\M1LLER TRANSPORTATION Goodsf Samc,, FORM WITH E -V,nty Language dot 4 /9/2012 4 :32 PM] Miller Transportation DOCS 2012 Appropriation #43- 509 -00 P.O. #26465 Contract Not To Exceed $2,060.00 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 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. \Vssrapp>I \U>a Data Adorn \LAW\sharal\Prof Svcs Goals Sves\DOCS\21112\MILLER TRANSPORTATION Good &Tot. FORM WITH E -Vaifv Language. 4 /9/2012 4 :12 PM] Miller Transportation DOCS 2012 Appropriation #43- 509 -00 P.O. #26465 Contract Not To Exceed $2,060.00 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. 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., Company shall enroll in and verify the work eligibility status of all of its newly -hired employees using the E- Verify program, if it has not already done so as of the date of this Agreement. Company is further required to execute the attached Affidavit, herein referred to as Exhibit D, which is an Affidavit affirming that: (i) Company is enrolled and is participating in the E- verify program, and (ii) Company does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit D. In support of the Affidavit, Company shall provide the City with documentation that it has enrolled and is participating in the E- Verify program. This Agreement shall not take effect until said Affidavit is signed by Company and delivered to the City's authorized representative. Should Company subcontract for the performance of any work under this Addendum, the Company shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E- verify program. Company shall maintain a copy of such certification for the duration of the term of any subcontract. Company shall also deliver a copy of the certification to the City within seven (7) days of the effective date of the subcontract. If Company, or any subcontractor of Company, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Company or subcontractor subsequently learns is an unauthorized alien, Company shall terminate the employment of or contract with the unauthorized alien within thirty (30) days "Cure Period Should the Company or any subcontractor of Company fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E- Verify requirements of this Agreement will not apply, should the E- Verify program cease to exist. [1vsvraPPal \uxr data admm\LA W .hared\Prol Svc. fi Good. Svcs \DOCS\21112\MILLER TRANSPORTATION Good, S:,S�aLet FORM WITH E -Vmly Language dot. 4/10/20121 14 PM] Miller Transportation DOCS 2012 Appropriation #43- 509 -00 P.O. #26465 Contract Not To Exceed $2,060.00 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. 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 Douglas C. Haney, City Attorney One Civic Square Department of Law Carmel, Indiana 46032 One Civic Square ATTENTION: Carmel, Indiana 46032 If to Vendor: Miller Transportation 4045 Park 65 Drive Indianapolis, IN 46254 Telephone: 317- 244 -4287 ATTENTION: Joey 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. [\\L wrappc1 \uca data admm\fA Wkhar d\Pro' Svcs Gnats SvcADOCS\211120,11LLER TRANSPORTATION Gods &,S]r.ii.. FORM WITH E -Vmly Language d]x 4/10/2012 1 :14 PM] Miller Transportation DOCS 2012 Appropriation #43- 509 -00 P.O. #26465 Contract Not To Exceed $2,060.00 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. 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, 2012 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 AD 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. [\UssrappsI \U Data Ad, \LA\ harul\Pro] Svc. Goods Svcs\DOCS\21112\M1LLER TRANSPORTATION Goods3C, Stnaccs FORM WITH E -Vmty Language. do] 4 /4/2012 4 :12 PM] AP r.11. 2012 8:29AM Miller Trans. No.1436 P. 1 Miller Transportation DOCS 2012 Appropriation #43- 509 -00 P.O. #26465 Contract Not To Exceed $2,060,00 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 26.. 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.. 27. 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.. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA MILLER TRANSPORTATION by and through its Board of Public Works and Safety By: By.: /414A Acmes Brainard, Presiding Officer Author! Si•.-ature Date.: n/� ,L f! 1 Le ,owe TP n 41111 Printed Nance ry n Burke, M tuber Date. I 'S�.1e5 Zep Title /11Q676i Lori S. W. .n, Member FIDlTIN. Date: L Last Four of SSN if Sole Proprietor. ATTEST Date: y 1 1 1 00 Diana Cordray, IAMC 1-0k- Treasurer Date: �1VOMKi�IK1M DlY:A�6LLAYhee�fl4atS.v'A t,�+Mv SADOCNO MILLER TR.UtSPGRTAT10r1 CoaYyi E.YeilylmivgedOe:in Zow4136NJ Miller Transportation i i 4045 Park 65 Drive Indianapolis, IN 46254 Phone: (317)244 -4287 OR 1- 888 -446 -8191 Fax: (317)- 244 -8611 Charter Contract Friday, March 30, 2012 Charter Order No. 22149 Adrienne Keeling City of Carmel Customer ID 4861 One Civic Square Carmel IN 46032 Contact Adrienne Keeling Phone: (317) 571 -2417 Fax: (317) 571 -2426 Sales Rep Joey Thank you for selecting Miller Transportation for your upcoming trip. We are committed to providing you with the very best service possible, and I am sure that you will be pleased with the quality of our equipment and drivers. j This agreement serves as your contract for your transportation needs shown below. By signing this contract you are agreeing to abide by all terms and conditions specified in the Miller Transportation terms and conditions sheet received with this contract. We must receive your deposit along with one signed and dated copy of this letter by the due date of the deposit shown below. Review the following information to confirm our understanding of the services we will provide. Please note that this contract is based on the information you have given us to date. If your itinerary is altered in any way the final cost of your charter will be adjusted. Group Name City of Carmel Officials Coaches 1 Origin Carmel IN Destination St. Louis MO Equipment Needed 1 -55 Driver Requested MILLER BOOKS DRIVER ROOM Departure Information Return Information Pickup Carmel City Hall Destination St. Louis MO Location Carmel IN Details *Itinerary to be provided Leave Date 4/20/2012 PU Leave Date 4/21/2012 Spot Time 7:00 am Return Date 4/21/2012 Leave Time 7:30 am Return Time 7: 00 pm Arrive Date 4/20/2012 Due Dates Description Amount Transport charge $2,060.00 4/13/2012 Signed Contract Amount Paid $0.00 4/20/2012 To Be Invoiced $2,060.00 Balance Due $2,060.00 In addition to the Transport Charge, you are responsible for driver hotel room charges as well as any expenses relating to parking the vehicle (see paragraph 2 or Terms and Conditions). For those wishing to pay by Visa or MasterCard there will be a 3% convenience fee. If you have not already done so, please remember to send us an itinerary complete with addresses to insure the success of y trip. Please call if you have any questions. Very truly yours, nn Charter Party Authorized Signature Date Exhibit f- e'1dbv Miller Transportation 7917 3 Street Road Louisville KY 40214 Phone (502) 368-5644 or (800) 544 -2383 fax (502) 368 -5443 TERMS AND CONDITIONS 1. The attached charter is forwarded for your review and approval. This charter has been scheduled according to the reflected information. If correct, please sign, date, and return this contract along with the required deposit. If not correct please make changes and return it to your sales rep for any cost adjustments. Any changes to this charter may result in additional charges. 2. PAYMENTS: A) A deposit, as listed on your contract is due within 14 days of receiving the contract. Failure to send the deposit will result in cancellation of the charter. Deposits for special event days are non- refundable. B) Your final payment and itinerary is due 14 days prior to your departure. Please email, fax, or mail a detailed itinerary including addresses of all locations to be visited 14 days prior to departure. C) If we do not receive full payment and a final itinerary 14 days prior to your trip, we reserve the right to release your motorcoach. D) The chartering party is responsible for all tolls, parking, femy, and entrance fees incurred on this trip. 3. CANCELLATIONS: Charters must be cancelled 14 days prior to departure to receive a full refund of deposit. Trips canceled less than 14 days prior to departure are accessed a $100 per day cancellation fee. Trips canceled less than 24 hours prior to departure are subject to full charge. Special event days are non- refundable. 4. INCLEMENT WEATHER: The above cancellation fee will be waived in the event of adverse weather conditions and unsafe road conditions. In the event the trip is cancelled after our operator has left our terminal, the chartering party will be assessed the miles he or she has traveled at our current deadhead rate plus any other expenses incurred. 5. DRIVER AND SAFETY INFORMATION: A) The chartering party is responsible for providing our driver with a single, non smoking motel room on overnight trips unless otherwise specified. B) Driver's gratuity is not included in this price. It is appreciated but not required. C) The chartering party agrees to respect our professional motorcoach operator's decision regarding road conditions, equipment, and safety. Federal regulations allow motorcoach operators to be on duty 15 hours per day, including a maximum of 10 hours driving. An operator must then have 8 complete hours off duty before coming back on duty. 6. FOOD AND BEVERAGE: Food is allowed on the coaches, please put all trash in garbage bags and remove from coach. Red, orange and grape drinks are not allowed on the coach. Alcohol is permitted on the coach with approval from the Miller office. We charge a $250.00 refundable damage and cleaning deposit for alcohol to be consumed on the coach. Smoking is prohibited on all coaches. 7. AMENITIES: The coaches are equipped with a restroom, reclining seats, PA system and a DVD player. The group may bring movies that are appropriate for the whole group. It is at the driver's discretion to stop the movie if it becomes too loud. 8. DISCLAIMER: Miller Transportation is not liable for damage or loss baggage or other property. The group is responsible for all belongings. Please do not leave items on the coach. The carrier will charge any damage to the coach by the chartering party to the charter party. Miller Transportation reserves the right to substitute equipment if a substitution is needed. r, CUSTOMER SIGNATURE: APr.11. 2012 8 :29AM Miller Trans. No.1436 P. 2 EXHIBIT b AFFIDAVIT being first duly sworn, deposes and says that he/she is ili with and has personal knowledge of the facts herein and, if called as a witness in this matter, could testify as follows: 1.. I am over eighteen (18) years of age and am competent to testify to the facts contained herein. 2. I am now and at all times relevant herein have been employed by 01 f 11er. Tic y. e-±(atr c (the "Employer in the position of 5C,_ le.s re e SPt G1 1 1 /e 1 I am familiar with the employment policies, practices, and procedures of the Employer and have the authority to act on behalf of the Employer. 4. The Employer is enrolled and participates in the federal E- Verify program. Documentation of this enrollment and participation is attached and incorporated herein. S. The Employer does not knowingly employ any unauthorized aliens, 6. To the best of my information and belief, the Employer does not currently employ any unauthorized aliens. 7. FURTHER AFFIANT SAYETH NOT. EXECUTED on the I t h day of I I 20 t a Printed! e uTC 1 certify under the penalties for perjury under the laws of the United States of America and the State of Indiana that the foregoing factual statements and representations are true and correct, ff 1 /.40..0004* Printe tte.