Burtner Electric & Lighting/Maintenance 8urtner..lectric&Lighting C64YOU4 09. 19. 07 03
Maintenance Department-2007
Appropriation#501-1205 P.O. 15953 APPROVED, A TO
Contract Not To Exceed$4,075.23 FORM By, ��1
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"), Burtner
Electric & Lighting ('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 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 Thousand Seventy-Five Dollars and Twenty(54,075.23) (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 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 for their particular purpose.
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,Burtner Electric& Lighting
Maintenance Department=2,007
Appropriation#501-.1205 P 0,,15953
Contract NotTo Exceed$4;075.23
5. TIME-AND PERFORMANCE:
This Agreement shah 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 to
'furnish to City-sufficient written warning and notice (including appropriate labels_ on containers and packing)
of any hazardous material utilized in orthat isa:partof the Goods and:Services.
7. LIENS:
Vendor shall not cause or permit the'filing of any lien any of City's property. In the,eventany such lien is
filed 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'Iien or obtain such bond, ail at Vendor's•soie cost and expense.
B. 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) tails.to provide the:Goods and Services as specified herein;-
(c)fails to make-progress so as to endan9er 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 shalt 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:aninsurer
licensed to do business'in_the State otlndiana,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 Vendors agents, officers, employees, contractors and subcontractors; and,.
for any injury to or destruction of property, including, but 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 tees) 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
indemnificationobfigationsshall survive-the termination of this Agreement.
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Burtnar Electric&.Lighting
`Maintenance Depanment2007
Appropiiaticn;t4 501-1205.P:0 15953
Contract Not To Exceed$4,07523
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 Thislndernnification obiigation shallsurvive 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*thei.United States, the, State of Indiana and City prohibiting
discrimination against any employee, applicant for,employment or other person inetheprovision;of•any Goods
and Services,provided.bythis 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 assignor pledge this Agreement,whether as collateralfora loan or otherwise, and.shall,not
delegate its,obligations:Under tfiis Agreement without.City's prior written consent.
14. RELATIONSHIP OR 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 ithe full and maximum compensation and monies required of City to be paid to
Vendor under`or pursuant to this Agreement.
15. GOVERNING LAIN;;LAWSUtTS:
This Agreement-iis to be-construed in accordance with and governed by the laws of the State of Indiana,
except for its'conflict of laws provisions; The partiestagree that, in the event a lawsuit is filed hereunder;they
waive their, right to a jury trial;,agreeto"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 ruleof'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 Agreemertt,shalt 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:
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BurtnerElectric& Lighting
Maintenance Depadmert-2007
Appropriation#501.1205 P.O.15953
Contract Not To Exceed 54,075.23
If to City:
City of Carmel
One Civic Square.
Carmel, Indiana 46032
ATTN:
Douglas C. Haney;City,Attorney
Department of.Law
One Civic.Square,
Carmel, Indiana 46032
If to Vendor:
Burtner Electric & Lighting
787 N. 10m Street
Noblesville, Indiana 46060
Phone#
E-Mail
ATTN:
Notwithstanding the above, notice of termination underyparagraph 18 herein below shall be effective if given
orally, as long as written notice'isthen provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
18. TERMINATION'
18.1 Notwithstanding:anything to the contrary contained in this,Agreement, City may, upon notice to
Vendor; fmmediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor and/or if,sufficient funds, are riot 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 amounfshall;not exceed
the Estimate,amount in effect at the time ofterminatlon,,unless the parties have:previously agreed in
writing to a greater.amount.
16.2 Ether party hereto may terminate this AgreemenNat:any'time upon thirty(30).days.prior notice to the
other party. fn 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
terminatEon, except that such payment amount shall not;exceed,tthe 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 warrant that they are authorized to enter into this Agreement and that the;persons
executing this Agreement have the authority to bind the partywhichthey represent.
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,8urtner Electric&Lighting
Maintenance Department-2007
Appropriation*501.1205 P.O. 15953
Contract Not To Exceed$4,075.23
20. ADDITIONALG000S AND SERVICES
Vendor-understands-and agrees that,City may,from timeito time„request Vendor to provide additional goods
and servicesio City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired; as wellies the time framein which same are to be
provided. Only after City hasiapproved 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'sauthorization documents for the purchase of additional goods and services shall
'be numbered Land attached hereto in;the:order in which they are approved,byCity.
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 othenaiseagreed by the partie&hereto...
22. HEADINGS
Al heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor Emit, 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°otherwith respect-to all of the covenants, terms, warranties and obligations
set forth in Agreement..
24. NO THIRD PARTY BENEFICIARIES
This Agreement gives ho 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 withoutiany duress, uhdue!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-"hersof,.to the extent anyterm 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 inthis Agreement shall govern and prevail. This
Agreement only'be modified by written:amendment executed by both parties hereto,or their successors
in interest.
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Burlier Electric&'Lighting .
Maintenance Department-2007
Appropriation#501:1205 P.O. 15953
Contract.Not To Exceed$4,075.23
IN WITNESS WHEREOF,the parties hereto have'made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA, Surtner Electric& Lighting
by and through its:Board•of.Public 787 N. 10th. Stre t 1
Works and Safety Noble Ville,,ln 'ana. 0 '
By: By:
l„cL. /,�/uese4tt CfBrainard, Presiding Office? Authorized Signature
Date:ki/24 nn //
,l� ii-v / l� F U t 7�t/ C,/G
art 1 Printed Name
Mary Ann urkeb Memb �_
Date: - / 7 —D/�" goU Pt!
Title
flOT 'Pr e_& 1A-
Lori S. Watson, a ber FID/TIN; 3 5 - if r 2` ‘ % 2. 2-
Date: �,Member_
b�
SSN,if-Sole Proprietor:
ATTEST:
,f'
Date: VO
ag14,
Tana Cordray„IAr 'r,, lertjreasurer
Date: Q 141 /rr O1.
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9urtnec Electrtt,a Lighting PROPOSAL
787 N. 10th Street
Noblesville• IN 46060
Phone:317-773-7663 Fax:;317-776;3029_ PROPOSAL U. '1C. PAGE 1
DATE 06/1312007
DESC EST ON RUNNING ELECTRIC IN FRONT
'(ARC FOR.RECEPTICLES
I CUSTOMER
CITY OF CARMEL LOC 1 CIVIC SQUARE
1 CIVIC.SQUARE CARMEL IN 46033-
CARMEL IN 46033, CONTACT Lief barnes,
PHONE 1571-2448'
321,SOUTHTO RANGELINE-ROAD GO LEFT TO CIVIC CENTER GO'RIGHT
6-19-2007 -TIME9:00
COST TO iNSTALL-220.AMP'GFI`.CIRCUITS WITH.4 CUTLETS:EACH'
IN CORT-YARD 4,075.23
We Propose hereby to furnish materiat:andlabor- complete in!accordance'with thesespecificationsfor the sum of: 4,075.23
Four Thousand Severity FiVe Dollars And.23+Cents
Payable asfellows:
DUE UPON COMPLETION.OF WORK
Authorized Signature. . . . . . . ..... .:., . .. . . Data. . . . . . . . . . . . . . . . . . . .. . .
Note: This Proposal,may be withdrawn by us it not accepted,wlihim 30 Days
All material is-guaranteed to be as:,specified.,All work to 4e completed in a workmanlike mannenaccording,to.standard,practices.
Any,alteration or deviation.from above specifications involving extra costs will be executed only upon written'orders;and'will�
become:an'extra chargepver:and above the estimate.
All agreements contingent:upon stokes,;accidents or delays ale beyond our control Owner to carry,fire, tornado, WC other
necessary insurarice..Our workers7are fully co`Vered•by V'orkman's,Compensation Insurance. ) 7t
II EXHIBIT
ACCEPTANCE OF PROPOSAL• ThatPrices,specifications and conditions areisatisfactory and are hereby accepted.,You are
authorized to do the work as specified..payment'will be made as outlined above.
Signature:
September 20, 2007
Mr. David.Burtner
BURTNER ELECTRIC & LIGHTING
787 N,10`ii StIeet
Noblesville, IN 46060
RE:. Agreement forPurchase of Goods arid.Services
Cityof Carmel,,Facilities Maintenance
No. 09'.19:07.03
Dear M . Buttner;
On September 19, 2007, the;Board of Palle Works and Safety approved the above referenced
Agreements to do business with:your company. Enclosed is a.fully executed copy for'your
records.
Please review the enclosed sample invoice, Exhibit B of your contract. Although we do not
require you,to use-this specific form,.we do ask that'you please subrnitthe information requested
on the sample invoice,in a similar:layout,when submitting an invoice for services rendered. This
format"replaces any otherform previously used by City and is effective upon approval of your
contract.
If'you have any questions or concerns, please do mot hesitate to contact me at 317.5711.2628.
Thank yoir for your attention to the above-teferenoed matters.
Sincerely,
Sandra Johnson
Deputy Clerk-Treasurer
Enclosures