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Smock Fansler Corp/Construction Repairs of Reflecting Pool; P.O. 31793 - $463,500 Smock Fansler Corporation CRC Department-2015 Appropriation#902.4460803; P.O.#31793 Contract Not To Exceed$463,500.00 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 Smock Fansler Corporation, 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 902.4460803 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 Four Hundred Sixty Five Thousand Dollars ($465,000.00) (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 pursuant to or as part of that certain City of Carmel Redevelopment Department Bid Proposal Package for "Construction repairs of Reflecting Pool" received by the City of Carmel on or about January 22, 2015, 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. S:\ConUswpThf.Svcs&Goods Svcs1CRC1201511Smock Fanskx Corporation Goods&Services.dac 1 Smock Fansler Corporation CRC Department-2015 Appropriation#902.4460803; P.O.#31793 Contract Not To Exceed$463,500.00 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. S 1Comacts'iPm[Svcs&Goods Svcs\CRC120151Smock Fansler Corporation Goods&Scrvices.doc 2 1 Smock Fansler Corporation CRC Department-2015 Appropriation#902.4460803; P.O.#31793 Contract Not To Exceed$463,500.00 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., as the same may be amended from time to time, and as is incorporated herein by this reference (the "Indiana E-Verify Law"), Vendor is required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein as Exhibit D, affirming that it is enrolled and participating in the E-verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit,Vendor shall provide the City with 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 Agreement, it shall fully comply with the Indiana E-Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana E-Verify law,the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E-Verify Law.The requirements of this paragraph shall not apply should the E- Verify program cease to exist. 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. S:\ContractsTrof.Svcs&Goods Svcs\CRC120151Sm"ck Pander Corporation Goods&Senices doc 3 Smock Fansler Corporation CRC Department-2015 Appropriation#902.4460803; P.O.#31793 Contract Not To Exceed$463,500.00 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 Carmel, Indiana 46032 If to Vendor: Smock Fansler Corporation 2910 West Minnesota Street Indianapolis, Indiana 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 five (5) business days from the date of such oral notice. 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. S:Contracrs\Prof.Svcs&Goods Sars\CRC120151Smock T-ander Corporation Croats&Services.dnc 4 Smock Fansler Corporation CRC Department-2015 Appropriation#902.4460803; P.O.#31793 Contract Not To Exceed$463,500.00 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. 19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof,as appropriate. 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 31,20_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 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. 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. 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 26. IRAN CERTIFICATION: Pursuant to I.C. §5-22-16.5, the Vendor shall certify that, in signing this document, it does not engage in investment activities within the Country of Iran. 27. 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. S:\Coniracis\Prof.Svcs&Goods Svcs\CRC12D151Smock Fansler Corporation Goods.@ Services.doc 5 Smock Fansler Corporation CRC Department-2015 Appropriation#902.4460803; P.O.#31793 Contract Not To Exceed$463,500.00 28. 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 SMOCK FANSLER CORPORATION By: . By: r illiam f mer, •r: Id t Authorized Signature Date: 1 I5- • ` M4 \4 . p"Nisi is Jo A Printed Name Coyne Meye , Direc or of �?r-velopment Date: I l t-3 /s 1 » -� ` Title FIDITIN: Last Four of SSN if Sole Proprietor: Date: 0'2/062//5 S:1ComiracisWProf.Sves&Goods Svcs1CRC120I51Smnck Fancier Comoralion Goods&Serviccs.doc 6 Scope of Services Contractor will be completing the work outlined in the base bid and alternate no.1 outlined in the July 24,2013 CRC public bid scope of work. At a minimum,this includes replacement of the coping and installation of a perimeter underdrain. A voluntary alternate was offered as a part of the bid package to install North Carolina"Mount Airy"stone. This voluntary alternate has been accepted. EXHIBIT /0-F3 • • • • PART 2 BID PROPOSAL • • 2.1 Base Bid The undersigned Bidder proposes to furnish all necessary labor, machinery, tools, apparatus,materials,equipment,service and other necessary supplies,and to perform and fulfill all obligations incident thereto in strict accordance with and within the time(s) provided by the terms and conditions of the Contract Documents for the above described Work and Project,including any and all addenda thereto, Base Bid—Granite Caps �--�'' Db / PCt<r Dig b+t+rrr go 11000S/4D inter IveNPP D Dollars(SING 3 r/d ) 2.2 Alternate Bids Alternate pNo. I—Install perimeter tile and associated work (Add)(Deduct) ahp4; 1 e ]rsth Stlt/ti sds fjktiw4'+"Doilars($_ /gho te'0 ) Alternate No.2—Install EPDM pond liner and asso ciated work: (Add)(Deduct)‘Ft{ Pt te 4,Aktay.i- 9M /Sruoh Liri° / Dollars($ 3,41 lOP ) • The Bidder acknowledges that evaluation of the lowest Bid shall be based on such price or combination of prices that best benefits the Owner, �K-'r�"�, Oe or,r r� V O�vNlARr ��► �ricv aF 5-telex)) � i F A.Troure t U TtO R9. 1 c/Q XDL/ka '1.4" /�O✓N�' /�'i 1e� • oic Vey vcr •2 U GR�QNICDC SidEALr aP'ice• S� 371 OCT 33da • • • BID-3 • EXHIBIT • 2• BART 3 CONTRACT ITEMS AND UNIT PRICES rats Part to be used only for future Unit Price Contracts far the Contract Items shown] Prices in Figures Description/ Unit Unit Unit Price[in Words] Quantity Price u Earth removal Price%u.yd. • 25:e _r Perimeter pipe and Price/Lf. � materials ,rj'O 14r • Excavation&gravel Price%n.yd. 1. 3S /c1 • BTD4 EXHIBIT � oc 3 EXHIBIT B Invoice Date: Name of Company: Address&Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker's Compensation&Disability Statutory Limits Employer's Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit Property damage,contractual liability, products-completed operations: General Aggregate Limit(other than Products/Completed Operations): $500,000 Products/Completed Operations: $500,000 Personal&Advertising Injury Policy Limit: $500,000 Each Occurrence Limit: $250,000 Fire Damage(any one fire): $250,000 Medical Expense Limit(any one person): $ 50,000 Comprehensive Auto Liability(owned,hired and non-owned) Bodily Single Limit: $500,000 each accident Injury and property damage: $500,000 each accident Policy Limit: $500,000 Umbrella Excess Liability Each occurrence and aggregate: $500,000 Maximum deductible: $ 10,000 EXHIBIT D AFFIDAVIT ,being first duly sworn,deposes and says that he/she is familiar 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 (the"Employer") in the position of 3 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. 5. 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 day of ,20. . Printed: I 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. Printed: c i Ca rtnell CERTIFICATE NO.I 003120155 002 0 PAGE PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 31713 35-60000972 ONE CIVIC SQUARE • THIS NUMBER MUST APPEAR ON INVOICES.' CARMEL,INDIANA 46032-2584 VOUCHER,LABELS Y MEMO, PACKING SUF SHIPPING LABELS AND ANY CORRESPONDENC FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL-1997 'URCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR Smock p Foster- d SHIP �'�/ M 2q(0 1�1 At f rto +,ah TO 3o W / 6 h 5f. �3411-e 210 M n o a s-�° Carmel TnIidhdpotif,IN 46241- L.51I/ ,I/l( 4 6032 CONFIRMATION BLANKET CONTRACT PAYMENTTERMS FREIGHT QUANTITY !UNIT OF MEASURE( DESCRIPTION ' UNIT PRICE 1 EXTENSION l Con 5I-rulc-tith r e Q6Ar5 ,f 14.63) 500." te�`etAik ) Pool tifffir— — - ' '' OF - 0.F...C...4 4-°7--41"4-, Ai4:..,-°'- .'''...t.,kAikh, 4 U' � °� e �4 A.. I ' ,is°"-..... ....--° #7 'Ir'44-..--.,,j,.....4, Po.... C©140 Send Invoice To: W. MTh 5t. 5 �`tc22� -�-ll '% �� 30 � � 6 Carmel,IN 411032 PLEASE INVOICE IN DUPLICATE DEPARTMENT I ACCOUNT I PROJECT I PROJECT ACCOUNT I AMOUNT 902 Litt 6 0803 PAYMENT • MP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. SHIPPING INSTRUCTIONS • I HEREBY CERTIFY THAT THERE IS AN UNOBUGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. •SHIP REPAID. •C.O.D.SHIPMENTS CANNOT BE ACCEPTED. ORDERED BY Oil.._:° Je-r- •PURCHASE ORDER NUMBER MUST APPEAR ON ALL - SHIPPING LABELS. 'II •THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 TITLE 0-6L• AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. /' -, 111 I CLERK-TREASURER I 3OCUMENT CONTROL NO. 31793 VENDOR COPY