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JMI Mechanical Services, Inc./Fac.rMJ Mechanical Services, Inc. Maintenance Department'- 2009 Appropriation #1205=4350-100; F.O. #18466 Contract Not To Exceed $1.950.00 -to okra 07j* r pkuv?L), AS To FORM By:-zt-L AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODSAND SERVICES ("Agreemenf-) is herebyentered'into by and between the, City of Carmel, Indiana, acting by and..througIn its Board. of Public Works and Safety (''City"), and JMI Mechanical Sarwces, lnc.,.an entity dulyauthofized to do business in the State of Indiana ("Vend-or"), TERMS:AND CONDITIONS ACKNOWLEDGMENT, ACCEPTANCE; Vendor: acknowledges that it has read and understands` this Agreement, and agrees that its execution of same constitutes lts.acceptance of all of the. Agreement's terms and conditions. 2. PERFORMANCE: City agrees to purchase the goods aridlor services (the "Goods and Services'") from Vendor using City budget appropriation number 1205-4350;100 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 Goons and Services to be provided to City hereunder shall be no more than One Thousand' Nine Hundred Fifty Dollars ($1,950.00) (the "'Estimate"). Vendor, shall submit.an invoiceto City no,more than once edery thirty (30) days detailing the Goods and-Services provided` to City within such time period. City shall pay Vendorforsuch 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,etneiwise 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 thetotal 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.a_nd/or quotations regarding same as were provided to Vendor by City andlor 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 that the Goods "and Services provided to'City pursriant'to•this Agreement havebeen selected-by Vendorbased upon City's stated-use and'are fit and sufficient` for their particular purpose. [2:Hi BMh1y Ilnwnmi.VMlrimLL Sm'?ce:l^A?[YIENANCEV'tlIM11?9 MECH. SV CS tel. & Soi?`xJrc:113E!p%f:Yl L111 JMI Mechanical Services, Inc. Maintenance Department - 2009 Appropriation #1205-4350-1,00; P.O. #18466 Contract Not To Exceed $1,950.00 5. TIME AND PERFORMANCE: This Agreement'shall become;effective as ofthe,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, Vendorshall 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 ahe: quantity, quality and concentration thereof and any other ;information relating thereto. Af the.fime:ofthe,deiivery of the Goods Arid Services provided hereurder,.Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous materiafutilized in or that is apart of, the Goods and Services. LIENS. Vendor shalt 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 witnin,teri (10) days after the filing thereof; by payment orbonding, City shall have the right to'pay such lien orobtain:sucn bond, all at=Vendor's sole:cosi and expense. DEFAULT:. In the event Vendor; (a) repudiates,.-breaches,or defaults tinder 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 provisiomof•thie 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 fhe.circumstances) after receipt of:notice from Cityspecifying such failure-or breach;.or.(d) becomes"€nsolvent, is placed ihto.recevership, makes ;a general assignment.for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, Cityshall have the-right to (1) terminate all or any parts df4his'Agreement, without liability to, Vendor, and (2) exercise all.other rights Arid remedies available to City at law and/or inequity. 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 iri:the Stale,of'Indiana,,such insurance as is necessary for the,protection'if 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, _persorial injury, sickness, disease or death of,gr to anyof Vendor's agents, officers;fempioyees, contractors and`suboon tractors; 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 ferth.in allached.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, withcopiesgf all such policies, and shall provide thatsuch'insurance policies shall not be canceled without thirty (30}`daysprior. notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities,c(aims, demands,orexpenses (including, but not limited to, reasonable-attorney fees) for injury,death ahdlor damages to.any,person.or:propertyarising from dFin connection with Vendors'.- provision of Goods and Services' pursuant` to or under this Agreement or Vendor's use of City'propertyi ?LnE eminly mmmmiovm?nd:ntl6wi: WO.IY?.aan{'e'mmtm MECN'SVCS GmI. k6uvm?Jixr1(B??n,a,?,?p AA9 JMI Mechanical'Services, Inc. Maintenance, Department,- 2009 Appropriation41205-4350-100; P.O'##18466 Contract Not To Exceed $1,950.00 Vendor further agrees to indemnify, defend and hold harmless City and. its officers, 'officials, agents and employees from all claims andsuitsof whatever type, including,-but not limited to, alf court-costs, attorney -fees, and other expenses, caused by any act or ornlssion, 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 maybe-applicable to Vendor's performance,of:its obligations under this,Agreement, aril all relevant provisionsahereof are incorporated herein by this reference Vendor agrees to indemnify and hold harmless City from any toss, 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. NONDISCRIMINATIO_ N: 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 zTary Goods and Services provided by this Agreementwith;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 theright'of'such party to require.such performance at,any time thereafter,-nor shall the waiver pyany 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. NOWASSIGNMEN.T: Vendor shall not assign or:pledge this Agreement, whether as collateral for a loan;or otherwise, andshall,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:hereri shall be.the full and maximum compensation and monies required of-City to be-paid to. Vendor under or pufstiant to lhis;Agreement. 15. GOVERNING LAW; LAWSUITS: _a - This.Agreementis to be construed in.,accordance with and gover ik by the lawsof-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,ta a jury trial, agree to, file any such iawsuit'in, an appropriate court in Hamilton County,. Indiana only; and agree.that such court is the appropriate venue for and has jurisdiction over same. ?Z4'.6xuNlr paa,R?mu'A?(wiWLSI SW?CW?FL?l?`f(EMANCF1EOi19V?V MELH'GV[S Lmp.f. i,m-K: I W21K. 1'10Mj JMl Mechanical'Sen ices, Inc. Maintenance Repartntent - 2009 Appropriation #1205-4350-70Q P:0,-#18466, Contract Not To Exceed S1,950:00 16. SEVERABILITY' If any termiof,this Agreement 'is irivalid or unenforceable under any statute,, regulation, ordinance, executive order or other file of law, such term shall be deemed reformed or deleted, but only to the eztenf necessary to comply with same, and The remaining provi'sions'. 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: If to City: City of.Carmel, One Civic.Square Carme .Indiana 4,6032 ATTN:-Steve, Engeiking AND Douglas,C.,Haney„City Attorney; Department:of Law One Civic Square Carmel, Indiana 46032 If to Vendor: JMI Mechanical Services, Inc. 5610 Dividend Road Indianapolis; Indiaria_46241 Telephon e:' 317-243-7180 E-Mail: WWW:JMIMECHANICAL.COM ATTENTION: Notwithstanding the above, notice.of termination under paragraph 18 hereinbelow shall be effective if given orally,, as long as,vidtten notice is then p'rovicled asset forth hereinabdve 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; immediately teirmiriate this Agreement for cause, in the event of _a default hereunder by Vendor andlor if sufficient funds are not appropriated or encumbered-lo pay.for fhe Goods and Services to be provided hereunder In 'the even(of such termiliation, 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 paymenfamount shall not exceed, the Estimale;amountin effect.at the time of termination;, unless the-parties have previously agreed in wrifing to a greateramount: t2?E 9..mNyiaio?m,n, svimirmet svri aSmfnlNt6UttCkuWfJ?9 ?{fCit 5?'CS G..f:F Sm:uxJtw: I IYn 40 All JMI Mechaoical`Services. Inc- Maintenance. Deparinrent = 2009 Appropriation '?1205.4354-100; P O. 918466 Contract Not To Exceed $1,950.00 18.2 City 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 Goeds,and Services delivered as of the date of terminalior,-except that such payment amount shall notexceed the Estimate amount in effect at the time of. termination, unless the parties have, previously agreed in;wriiing,to a .greater amount. 19. REPRESENTATIONS AND WARRANTIES The parties.represenfand warrant that they are authorized to enter into this,Agreement and:.that:the persons executing this Agreement have the authority to bind the,partywhich,they represent, 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 otsuch 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?authchzation documents for the purchase of additional goods and.serv ces¢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 effectfrom`the.Effechve.Date through December 31„2009, and, shall, on the first day of each January thereafter; automatically renew fora penod of one. (1) calendar year, unless otherwise agreed by the parties hereto 22. HEADINGS AII'head_ing and sections of this Agreement are inserted for, convenience only and do not form a'pad of this. Agreement nor limit, expand.or otherwise.alter the meaning of any provision hereof. 21 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,obligaiions 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 Agreementand understand'it, have had the;opportunityto:obtain legal advice and assistance of counsel throughout,the negotiation of this Agreement;, and enter into same freely,,voluntarily, and without,anyduress, undue influence or coercion. tLIE &ueN1Y IhaumwlMlwymal Srvu,xNIA fM1TFNANfF:1p9VMl AffCH. SV6 Curls.[' S'rvicaJ[.:Im13fMNp In PMI I1SQi Mechanical Services, Inc. Maintenance Department- 3009. Appropriation #1205-4350-100; P.O.#18466 Contract.Not'T6 Lxeeed $1,950.00 26, ENTIRE AGREEMENT. This Agreements, together with any, exhibits attached hereto or referenced herein, constitutes the entire agreemeht.between Vendor, and City with, respect'to•the subject matter hereof, andsupersedesall prior oral or written representations and agreements regarding same. Notwithstanding.any other terry( 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 terra 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 exbcdted 'by°.both parties hereto, or their successorsIn interest. IN WITNESS'WHEREOF,;the parties;hereto have made and executed this Agreement as follows' CITY OF CARMEL, INDEANA JMI MECHANICAL SERVICES, INC. by and through its'Board,of Pubiic Works and Safety ATTEST: By: 2 ? . ?2, Authorized Signature. Printed Name Title FIDITIN: 3S-/ &??93 SSN if Sole Proprietor: Date: 1?iy?C79 IL-EB'AM)'CnwmmisVenli?nnoelSmi?AL11M1iFNANCftE110511.W'.CH SV'CS G ASun. a YV11Nl83"AMA 19/11/08 12:27 FAX d53t MECI3 Svc., Z002 Mk A INIMMERM YOU CAN RELY ON JMII CITY OF`CA12MEL CITY NAILL, HEATING & AIR CONDITIONING MAINTENANCE SERVICE AGREEMENT In consideraiiomofthe,sum ofi5 1950.00 payable quarterly upon presentation of invoice, we"agree to provide the following maintenance for ;your heating 'ventiiating, and air conditioning equipment located at'Orn-Civic Square Carmel, IN 46032 frorn January Ist, 2009 and reneiving,annualty at a,3%'price:escalation up to three years; in accordance with the provisions set forth herein,, including' the eonditions;ori the 3rd page of this contract which are made a part hereof. Equipment covered under this contract i0isted onlhe attached schedule, of Maintained. Equipment, page Two. I. Perform a quarterly, inspection to include the following: a. Necessary adjusimentsfor efficient opermion. b. Oil or grease all bearings,;including mgtors, fan and dampers. c. Visual inspection for leaks that may have:occurred,on equipment or piping: d. Inspect all,controls.and contact points within thccovered.epuipment. c. Check refrigerant: charge.. f. Check condition of drain screens and pans, g. Provide 'and replace high' efficiency'fillers'on.AHIJ's h. Inspect an&adjust valves, contiols`and damper'sertings and time clocVsettings>pcrdesigh function, i. Inspect air-cooled condenser.,andevaporatorcoils and'cleancondenser call,one time annually as required for maximum efficiency and safety. j. Check belt/sheave adjustment, alignment and,condition.,. k. Change air handler(s) belt onc,time a year. 1.. Report'on general condition of units i_ncluding'cabinets, unusual noise or vibrations. m. Instrucrpersonnel responsible foiahe operation of the equipment. n. Submit work recommended reports and energy saving "recommendations as applicable. Contracrk SC- 6ft09.19 2 .All additional service calls, parts, and material will,be cliarged'for at the currentbilling rate. J.M.L MECWkNICAL SERVICES; INC: Purchaser Page Two Schedule Of Maintained Equipment City Of Carmel City Hall Equipment Frequency (4) Air Handler with Electric Heat (Filters and Inspect) Quarterly 2) (2) Return Air Fans Quarterly 3) (13) Exhaust Fan Quarterly 4) (1) Carrier Chiller Two Stage 80 Ton Three Times 5) (1) Carrier Air Cooled Condenser 80 Ton Three Times 6) (2) Chilled Water Pump 5HP Three Times 7) (49) VAV Boxes with Heating Coil Annual 8) (2) Unit Heater with Electric Heat Coil Semi-Annual 9) (4) Cabinet Unit Heater Semi-Annual 10 ) (1) Expansion Tank (Chilled Water) Annual 11 ) (4) Electric Water Heater Annual e Belts to be provided and changed one timea year on AHU 1-4 e Filters to Be Provided and Changed Quarterly on AHU 1-4 at E.