Loading...
JMI Mechanical Services, Inc./FacilitiesIMI Mechanical Services Inc Maintenance Department 2009 1 Appropnanon #1205 501 P 0 #20164 Contract Not To Exceed $10 690 00 CA1/4-3rd#or or 09 02_2 APPROV E.DLAA 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 JMI Mechanical Services Inc an entity duly authonzed to do business in the State of Indiana ( Vendor) TERMS AND CONDITIONS 1 ACKNOWLEDGMENT ACCEPTANCE Vendor acknowledges that rt has read and understands this Agreement and agrees that its execution of same constitutes its acceptance of all of the Agreements 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 1205 501 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 Ten Thousand Six Hundred Ninety Dollars ($10 690 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 Vendors 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 descnptrons and /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 d 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 nelBaS Areas leas and Set a1Oxfio Coal &SON a 3-06-07 floc MOM 1126 AM/ 1 !MI Mechanical Sernces Inc Maintenance Department 2009 Appropnat]on #1205 501 P 0 #20164 Contract Not To Exceed S10 690 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 materrals 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 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 hen within ten (10) days after the filing thereof by payment or bonding City shall have the right to pay such hen or obtain such bond all at Vendors 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 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 andlor 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 andlor 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 Vendors use of City property [PLEBE. IM aoamsVh la mB Bin [N09111Eatl.l Sermon M I 11647 bb 2039 1 I HAM] 2 r JMI Mechanical Services Inc Maintenance Department 2009 Appropnauon #1205 501 F 0 #20164 Contract Not To Exceed $10 690 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 /orlof any of Vendors 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 discnmination against any employee applicant for employment or other person rn 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 ongin ancestry age disabled veteran status and /or Vietnam era veteran status 12 NO IMPLIED WAIVER The failureeof 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 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 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 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 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 junsdiction over same P EYMM nx aal.nde. a I6m .AEmIMAs,d FSaty W.11.05417 dt7114,m 1 126 AM] 3 JMI Mechanical Sen Ices Inc Maintenance Department 2009 Appropnahan #1205 501 P 0 #20164 Contract Not To Exceed $10 690 00 16 SEVERABILITY If any temp of this Agreement is invalid or unenforceable under any statute regulation ordinance executive order or other rule of law such term shalt 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 writing 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 Jeff Barnes 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, Indiana 46241 Telephone 317 243 7180 EMad WI+fIrJ!3mimtckw+o-1 Coin ATTENTION David Baer Notwithstanding the above notice of termination under paragraph 18 hereinbelow shall be effective if given orally as long as written nohce 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 nohce to Vendor immediately terminate this Agreement for cause in the event of a default hereunder by Vendor and/or if sufficient funds are not appropnated 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 E7 E BIRO 1Ybe Iteartihu Nay .1s v.axwtsrmssc sin a 9a• !-4W7 1 MSS 112iAMl 4 JMI Mechanical Services Inc Maintenance Department 2009 Appropnation 4120] ]01 P 0 #20]64 Contract Not l o Fxceed S10 690 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 writing 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 authority 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 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 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 period 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 votuntanty and without any duress undue influence �r coercion rZIF9MNRG.wnm .b L111 Iiw *Vows% VsRM m Rey 1.0fi -O tc 7f423D91136AMI 5 JMl Mechanical Services Inc Maintenance Depanment 2009 Appropriation #1205 501 P 0 #20164 Contract Not To Exceed $l0 690 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 tens or condition contained in this Agreement the term or condition contained in this Agreement shall govern and prevail This Agreement may only be modified b9 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 by and through its Board of Public Works and Safety By Mot RiimSeat- James Brainard Presiding Officer Date any Date on Me ber Date �s / 9 ATTEST ,Datea Cord�ray I i /o Treasurer Q5460/1 SAE /al Deuea W lore I]en eiFt]MECfslal Ae.ID6 07 Se 71,11311P II 2.5 AP4 6 JMI MECHANICAL SERVICES INC By i Authorized Signature Mallard E Zohwsors Printed Name ?re5iolef4 Title FID/TIN 35- in 1113 SSN if Sole Proprietor Date /6-2! °' M EC H AN I GAL SERVICES; I N C Date 7/23/09 PROPOSAL SUBMITTED TO Carmel City Hall NAME Carmel City Hall ADDRESS One Civic Square ATTENTION Jeff Games TELEPHONE# 317- 571 -2448 FAX # 317 - 571 -5854 We hereby propose to furnish all labor work PROPOSAL Proposal # PRO- 090723 WORK TO BE PERFORMED AT Carmel City Hall NAME ADDRESS Same ATTENTION Same TELEPHONE# Same FAX It Same and matenals necessary to complete the following 1 Provide Labor and matenal to replace one 30 -ton compressor on Carrier chiller 2 Check unit refrigerant charge and add refrigerant as required 3 Replace compressor contactor and 59 amp breaker 4 Start unit and check for proper operation Exclusions Work to be performed on a Saturday Not responsible for any other repairs that may be required to the building mechanical system including the chiller (if any additional deficiencies are found we will provide an additional proposal for repairs) Compressor includes a one year factory warranty and ]MI Mechanical provides a 30 day labor warranty The above work is to be performed in accordance with the terms and conditions on the following page, and the drawings and specifications, if applicable, and completed in a substantial workmanlike manner for the sum of $ 10,690 00 r "EXHIBIT 4 3 1, 5610 Dividend Road, Indianapolis, Indiana 46241 Ph (317) 243-7180 Fx (317) 243-7181 UMISs MECHANICAL SERVICES, INC PROPOSAL THANK YOU FOR THE OPPORTUNITY OF SUBMITTING THIS PROPOSAL! PLEASE CONTACT David Baer REGARDING ANY QUESTIONS RESPECTFULLY SUBMITTED BY David Baer ACCEPTANCE ACCEPTED BY DATE SIGNATURE Z "EXHIBIT 3 IS 5610 Dividend Road, Indianapolis, Indiana 46241 Ph (317) 243-7180 Fx (317) 243 -7181 PROPOSAL # 090723 PAGE 2 OF 2 TERMS AND CONDITIONS 1 3MI will use competent personnel and state of the art equipment to perform its work in a timely and professional manner 2 JMI warrants that it is protected by Worker's Comp insurance, public liability insurance and property damage insurance policies Certificates for all such policies of insurance will be provided to the Customer upon written request Customer will carry fire, tornado, Builder's Risk with full owner and contractor coverage's and other necessary insurance for the pcnod 3 Payment is due JMI within 10 days of presentation of invoice Interest shall accrue on any unpaid balance at a rate of 1 5% per month Acceptance by JMI of partial payments shall not constitute any release of collection or lien nghts 4 In the event of Customer default, JMI will give ten days notice to cure If Customer remains in default, JMI may term pate this agreement and recover the balance due Customer will pay all expenses, damages and costs incurred, including attorney s fees incurred by JMI in collecting the outstanding debt 5 If for any reason Customer directs a cessation of the work on all or any part of the project, JMI shall be paid for its portion of work completed at the time of cancellation including all expenses incurred by JMI 6 Unless otherwise specified in the proposal, JMI will not furnish any performance of matenal payment bond 7 All labor is guaranteed for thirty days, while matenals and parts are warranted per manufacturer specifications unless other provisions are stated on the front of this proposal JMI MAKES NO OTHER WARRANTY EXPRESS OR IMPLIED, AND ANY IMPLIED WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEEDS THE FOREGOING IS HEREBY DISCLAIMED BY JMI AND EXCLUDED FROM ANY AGREEMENT MADE BY ACCEPTANCE OF AN ORDER PURSUANT TO THIS PROPOSAL UNDER NO CIRCUMSTANCES SHALL JMI BE LIABLE FOR PROSPECTIVE OR SPECULATIVE PROFITS, OR SPECIAL, INDIRECT INCIDENTAL OR CONSEQUENTIAL DAMAGES Under no circumstances will JMI's liability exceed the dollar amount of this proposal 8 JMI will not be liable for any Indoor Air Quality related issues, including mold problems 9 This proposal may be withdrawn by JMI if acceptance has not transpired within thirty days 10 This contract covers the complete understanding between the parties No verbal representations shall be binding on either party "EXHIBIT /I 3(3 53