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MacAllister Power Systems/CFDMacAllister Pother Systems Fire Department 2009 Appropriation #43 501 00 P 0 #12662 Contract Not To rxceed $2 389 00 & ft00RVo90/ APPROVED, AS TO FORM BY �_ 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 MacAllister Power Systems an entity duly authonzed 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 appropnation number 43 50100 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 31 Vendor estimates that the total pnce for the Goods and Services to be provided to City hereunder shall be no more than Two Thousand Three Hundred Eight Nine Dollars ($2 389 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 penod 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 wnting 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, descnptions 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 Fire Department Bid Proposal Package for Servicing Emergency Equipment 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 $ stated use and are fit and sufficient for their particular purpose j7-16WS1y etmm° Sin MIRE GEPNEERYAGLLIST ER Sown SYSTH.6 GSY. 6 Su sr SPUMES 1 11 M] MacAllister Power Systems Fire Department 2009 Appropnatton #43 501 00 P 0 #12662 Contract Not To Exceed $2 389 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 dunng 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 wntten warning and notice (including appropnate labels on containers and packing) of any hazardous matenal 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 hen 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 nght to pay such hen 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) fads 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 penod 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 nght to (1) terminate all or any parts of this Agreement without liability to Vendor and (2) exercise all other nghts 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 dunng 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 injunes 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 pnor notice to City Vendor shall indemnify and hold harmless City from and against any and all liabilibes claims demands or expenses (including but not limited to reasonable attorney fees) for injury, death and /or damages to any person or property ansing 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 iF F BIMAd QaamWReb cad Sm'WIRE II0IVmI9WCAWSYiR POWER WRENS G .L k6ewd .YIIMN 131 A11 I MacAllister Power Systems Fire Department 2009 Appropnition #43 501 00 P O #12662 Contract Not To Exceed S2 389 00 Vendor further agrees to indemnity 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 attomey 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 violabon 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 discnmination 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 pnvileges of employment and any other matter related to their employment or subcontracting because of race religion color sex handicap national ongin 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 nght 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 pnor wntten 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 pnce 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 govemed 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 nght to a jury teal agree to file any such lawsuit in an appropnate court in Hamilton County, Indiana only and agree that such court is the appropriate venue for and has junsdiction over same [LE Ilse I Owes Mifsatl Semen' IRE DEPNRSMIWIJSSa POWER SYSTEMS Grob l Sat elsV MOP 1 11 PMI 1 MacAllister Power Systems Fire Department 2009 Appropriation #43 501 00 P 0 #12662 Contract Not To Exceed $2 389 00 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 wnting and is delivered by postage prepaid U S certified mail retum receipt requested to the party to be notified at the address specified herein If to City City of Carmel One Civic Square Carmel Indiana 46032 ATTN Keith Smith Fire Chief AND Douglas C Haney City Attorney Department of Law One Civic Square Carmel Indiana 46032 If to Vendor MacAllister Power Systems 7575 East 30th Street Indianapolis Indiana 46219 Telephone 317 860 -4444 E Mail nchardoilonske(1macallistercom ATTENTION Richard Gilonske Notwithstanding the above notice of termination under paragraph 18 hereinbelow shall be effective if given orally as long as wntten notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice 18 TERMINATION 181 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 wnting to a greater amount 1L4& Raw Dace Wholemeal SavicealltE OSPTRCMMAGILSTER POWER SY MFMS fib 1 Sawa r3121 LIM 131 PM1 MacAllister Power Systems Fire Department 2009 Appropnation #43 ,01 00 P 0 #12662 Contract Not To Exceed $2 389 00 18 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 wnting to a greater amount 19 REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authonzed to enter into this Agreement and that the persons executing this Agreement have the authonty to bind the party which 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 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 authonzed 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 authonzation 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 2009 and shall on the first day of each January thereafter automatically renew for a penod 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 nghts 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, voluntanly and without any duress, undue influence or coercion itlL IlaagAyOuntsget J7 Coos*S SmicYRlIE OETNpPMCALLSISA POWER SYSTEMS Comb & Em cal NI/lOtS 1.31 MI + MacAllister Power Systems 1 ire Department 2009 Appropnanon #43 501 00, P 0 #12662 Contract Not To Exceed $2 389 00 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 wntten 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 wntten 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 by and through its Board of Public Works and Safety By es Brainard 'residm. Officer ate AdWAP Mary Ann r a Me er Date Watsoi'' L on Date • eft [/ Member ATTEST t�t Diana Cordray IAMC Mgrg- rrei ssurdr 104 Date t 1 MACALLISTER POWER SYSTEMS By uthonzed Signature vr- Pnnted Name PAP polo Title FIDITIN O7 y %b 6O SSN if Sole Propnetor Date 64jo EVE Bataly Da aallinaul SavaellRE DIPTITOOMACALLIMR FOWER I& STEMS GS, & Sanmex-vnnax 131 PMI IWO= ,9730240, CAT Fax 317-571-2615 Attention Jeff Steele Regarding New Service Agreement Quote Number RG'39918 Carmel Fire Dept 2 civic Square Carmel IN 46038 Dear Jeff Steele Thank you for your interest in services provided by MacAllister Power Systems Our service agreements help keep your emergency equipment in peak operating condition and help to minimize expensive repairs We provide Caterpillar trained technicians with vast experience to inspect and service your systems I am pleased to submit the following proposed agreement which confirms our pncing and support services At your convenience please sign on page 2 of 3 giving MacAllister the authority to proceed and fax the agreement to me Your promptness will ensure continued professional service on your emergency system If you have any questions or concerns please contact me at 317 - 860 -4444 Sincerely Richard Gilonske Product Support Sales Representative MacAllister Power Systems Office 317 - 860-4444 Cell 317 - 402 -7179 Fax 317- 860 -4433 E -Mail richardgilonske©macarlister cam "EXHIBIT / ( " CiT Customer Name Cannel Fire Dept Mackbaler Power System 7576 E 30th Starr IndanapoAs IN 46219 AGREEMENT DETAILS Sde Customer Station 42 45 41 45 43 Site DBS 0 Site Address Station 42 46 41 45 43 Carmel Indiana Cuote No RG 39918 Date Site Contact Jeff Steele Phone 317 517 2607 Fax 317 571 2615 Thee agreement is between Carmel Fire Dept and MacMister Power Systems for the following services These services will cover a 12 38 or 60 month paned as indicated by your selection MacAllister Power Systems will provide service personnel and the parts necessary to accomplish the dams listed Services beyond those deacnbed will be invoiced separately on a time and matenal basis Pnce is valid for 30 days from quote date Stand by Generator Service Unit 1 Unit 2 Unit 3 Und 4 Unit 6 DBS Site Number 1175300442 1176300 -#46 1175350 4141 1178310 -045 1175300443 Year 0 0 0 2009 2009 Make Olympian Olympian Cummins Onan Nat Gas Onan Nat Gas Model D150P1 D150P1 6BT6952 216GFBB 65HHE7623948 Sena! Number NAT00268 NAT00265 188070 BM08K280701 1080224466 Rating 150kW 150kW 150kW 215kW 60kW Lacebon Station 042 Station N 46 Station 041 Station 045 Station 043 PM 2 Performed? Yes Yes Yes Yes Yea No of times Annually 1 1 1 1 1 Service Month MAY MAY MAY MAY MAY Included m Qoute Generator Salty Training Class Yes Yea Yes Yes Yes No of times Annually 1 1 1 1 1 PM 2 Annual 82 389 Total All Year 1 82 389 3 Year Contract Pnco I 17167 Page 1 of 3 "EXHIBIT n 1(5/ „ CAT tiecAllestPouerSysteras r17e180h See . M4MCa s 1r 4017 AUTHORIZATION TO PROCEED 2Stititik RG39918 DAM u +sfmo9 Please lex or mail to $PVAlhater Power Svetema Services for Attu Richard Gilonake 041 145 042 046 =MS. 1941 0 jldianapobs.(N 46206 IN Fax No 317 -a50.4433 Jeff Steele To authorize MacAllister Power Systems to start the work described in the Agreement Details please complete page 2 and sgn Fax or mail pages 1 and 210 the number and/or address provided above Payment Method 1 Is a Purchase Order Necessary? Yes No (oram vas or na IT no inibat here please If yes P00 ( Pima attach ender tar soapy) 2 Credit Card Please contact at Type Number for credit card information IVC Indicator# Expiration Date Card Holder Name Address City State Zip Are Services Taxable? Yes No Tax Exempt Number (If not taxable an Exemption certificate must be prowled) Please note that payment tanns are net 30 days I authorize MacAllister Power Systems to start the work described on Quote Number RG39918 dated Apr 15 2009 and 1 have read and agree with the warranties terms conditions and exclusions contained in the agreement I certify that I am legally authorized to commission this work Aulhonzed Agent (Name Punted) Tide Signalize Date Please Select Tenn of Services Of not winded the agreement term will be for a 12 moral Mood) 3Year 1 Veer Effective Dates Throw Page 2 of 3 " EXHIBIT l 3 ) 5 !! L i e { arw� tt � � � �a PVitiii!Pi!d9' i iiE 1y 1 il ii gi i Niglio i in i l i � s 1 i iI g9 q 6 ill i� g i Si 111-01121 b�1 iliiai}M1! i0 i Pia ° jli %flop OW 9i 4 It niiiiiiil i it I1 i 1 i iir:I lfr d `iihiii glinhi l 9l� i il/I11 lt d�ifi 13ii s:1i ii1 ii!P1II!i Ifji aici R iit °lii °a I aii i 11 i ril- 1 . ll 1 9 ■r a :r # i�r:i 1{1 fa i' dr� i ■�i �i� `011 ill ;PIdIjII I% I C E ! li 'I 111 . s sialIlI —1 M P!a i ir Ij opr i �i • 1 ii iri,ii {i! i; if i , ;1;11 1 s!! 3a�d j! � JI i i. -i li ■ ° di Ali i ui i; t' Ili ititiii , ;�F idi° ifs si to 1613 ili! i� liii� 1731 11Ii 1. di3 i 3la . 11 1 :111Nt 411; �lili i p121 ii} ?ilitta is i�i i :Eii pi a6 1ayli id3i ilit�aijiligifi i }l a/1 ■111 !iii .11 kri eilltil Ilk! nrilir�}r ii' ! ° i!! i lE ililid l 3 i! i i!! �� i11aili i!i+ !idelii {a i 'a rrii t. }ll r ii ��, diE;i l 1111 ! a3is ! i ■ r l i�l'f + 1ii`0l ijli(i°ri; 111 � irk 1 llii :l a 3 R r i i i di pi h d'qp i a ■f i� li��i1 f 1 1 i mhieillh1 .ig ���aaai :Eti=ala r.i 1I• I} PPP ;Ill g1'� 11911r i! iii! #i•Ii!iI1i1t1 Pd igi1!i�lEl:l'iIi rd 3I ill idlri halt ills ti'! iii i'a!dls im d ■ i i 1113 11111 i i .*1 g iliin il iSg i� i Eflll;111 Mil ' i" 1 1 i ! l }: t i B MacAllister Power Systems Hourly Rate Plan Emergency Generator Service: Emergency 24 -Hour Number (317 -860 -4492) MacAllister Power Systems , Hourly Service Rates Regular Time - $98.50 an hour (7 OOam -4 00 ni Monday - Friday) Mileage is charged in Hourly Rate Overtime - $147.75 an hour (After 4 00pm Monday - Friday & Saturday) Double -Time $197.00 an hour (Sundays & Holidays) "EXHBfl Acis „