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PACMEC, LLC/Fac PACMEC LLC Maintenance Department 2009 APPROVE Appropnatton #1205 ,01 P O #20165 5 0 Contract Not To Exceed $1 600 00 FORM BY Jri AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THISIAGREEMENT 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 PACMEC LLC 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 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 price for the Goods and Services to be provided to City hereunder shall be no more than One Thousand Six Hundred Dollars ($1,600 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 writing to pay an amount in excess thereof 4 WARRANTY Vendor expressly warrants that the Goods and Services covered by 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 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 lama NO 1Mc jas M lea W SaveSIAPCIOrMICTOSMACPAIC =doe aiw'Cm M AMI r PACMEC LLC Maintenance Department 2009 Appropnahon #1205 501 P 0 #20165 Contract Not To Exceed SI 600 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 usedin 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 trme of the delivery of the Goods and Services provided hereunder Vendor agrees to furnish to City sufficient written warning and notice (including appropnate 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 Citys property In the event any such lien is filed and Vendor falls to remove such hen 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 Vendors 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 hme 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 fndiana 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 compensaton act for bodily injunes 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, 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 attomey fees) for injury death and /or damages to any person or property arising from or in connection with Vendors provision of Goods and Services pursuant to or under this Agreement or Vendor s use of City property L2 peudwyDa Vn boa 15ns4ACRLYANCI9F WACna —^Try 9/1WIO 9 I All 2 PACMEC LLC Mamteninc9. Department 2009 Appropnatmn #1205 501 P 0 #20165 Contract Not To Exceed $1 600 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 Joss, 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 pf 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 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 right of such party to require such performance at any hme thereafter nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding tireach 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 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 15 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 nght to a jury trial agree to file any such lawsuit in an appropnate court in Hamilton County Indiana only and agree that such court is the appropnate venue for and has Jurisdiction over same VWiN *Y Elam Wit had 1 9amrea MOHANCPA900WACMFC =nor 1119G0M 944 Alt) 3 PACMEC LLC Maintenance Department 2009 Appropriation #1205 501 P 0 #20165 Contract Not To Exceed 1.600 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 Jeff Barnes AND Douglas C Haney City Attorney Department of Law One Civic Square Carmel Indiana 46032 If to Vendor PACMEC LLC 12033 Ashland Dnve Fishers Indiana 46037 Telephone E Mad ATTENTION John Pachmayer President, CEO Notwithstanding the above notice of termination under paragraph 18 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 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 rf 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 dehveredras of the date of termination except that such payment amount shall not exceed the Estimate amount in effect al the time of termination unless the parties have previously agreed in wnting to a greater amount WE MAW BLVmu Mtls 1 San NNNIPNANCELIMACMEC ILC I9e61W2009 44 A•t 4 PACMEC LLC Maintenance Department 2009 Appropnation #1205 501 P O #20165 Contract Not To Exceed $1.600 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 hme 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 oflsuch additional goods and services desired as well as the time frame'in which same are to be provided Only after City has approved Vendors 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 wnting to provide such additional goods and services shall such goods and services be providedlby Vendor to City A copy of the Crty s authonzahon 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 parhes 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 W M 'Ell 6m eWRrkkulc ao6Jrt ItI ILL d 1119 1 44 AN 5 PACMEC 1 LC Maintenance Depanment 2009 Appropnatton 120a 501 P 0 #20165 Contract Not To Exceed $1,600 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 pnor 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 govem 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 PACMEC LLC by and through its Board of Public Works and Safety By By y iIII/ Ii I /.`2/Y/tllA R 9 James Brainard Presiding Officer lAutionzed Signature Date O' evyf if r Pnnted Name Mary Ann :urke emb•r D Date IL- ►1\1-11 1 Title Lon S Member FIDITIN ea 0 3 3 13 C7 r7 Date �1 7 taint SSN if Sole Proprietor ATTEST Date a if 4 7 9 k- Pell -40.4t iana Cordray IAM a ?rk T easurer Date r 121E1 &y Lima w.le.aa Se. wuMPAANCN C,PAVA[ uca. eIW 009 444 Mil 6 PACMEC LLC 12033 Ashland Drive Fishers, Indiana 46037 Planned Maintenance Service Agreement Proposal A recommendation to City of Carmel Indiana for a proactive support program designed to maintain the integnty of the KMC Control System serving your facility located at City Hall Presented to Jeff Barnes One Civic Square Carmel Indiana 46032 July 29 2009 24 Hour Service 62 (317) 579 9671 Ce!! (317) 281 2524 p Page 1 of "`EXHIBIT 93 PACMEC LLC 12033 Ashland Drive Fishers, Indiana 46037 July 29 2009 Jeff Barnes One Civic Square Carmel Indiana 46032 Dear Jeff Thank you for the opportunity to provide you with the preventive maintenance services at your facility I have built this preventive maintenance program based on the recommended scope of work provided by the manufacturers and PACMEC LLC s knowledge of these types of working systems As the initial installer programmer and start-up technician of your KMC Control system I am uniquely qualified to maintain and adjust your controls for optimum performance All work is descnbed in the Schedule A section of this agreement This service agreement is simply a planned maintenance program to maintain your control system while keeping it in good working order These consist of a specified amount of operating inspections plus cleaning of the control panels We will provide you with a wntten report of all findings log data and an annual summary of your equipments condition This quote includes job labor travel and miscellaneous expenses required to clean calibrate tighten and adjust controls visually inspect and test equipment to determine operating condition and efficiency Our purpose is to insure 100% customer service to all of our customers As a planned maintenance customer we will provide you with top notched 24 -hour service Thank you once again for the opportunity to provide these services to you and your facility Please call me directly at 317 281 -2524 with any questions Sincerely John Pachmayer President CEO "EXHIBIT Page 2of8 91 PACMEC LLC Saving Money and Energy with Preventative Maintenance As you know energy costs have risen tremendously within the past couple of years and will continue to increase I have put together the following information sheet for you to review The best way to save hundreds if not thousands of dollars each year in energy cost is to provide proper maintenance on all your HVAC equipment Attached is a study done by The Department of Enerov The study shows the amount of energy savings which can be attnbuted to proper HVAC maintenance SAVINGS ADJUST OPERATING SEQUENCE OF EQUIPMENT 25 35 CLEANING COILS 5 —15 CHANGING DIRTY AIR FILTERS REGULARLY 10 —15 REMOVING SCALE FROM CONDENSER COILS 25 30 ADJUSTING AIR FUEL RATIO TO BURNER 15 CLEANING BURNER ASSEMBLY 16 REMOVING SOOT FROM FIRE SIDE OF BURNER 9 ELIMINATING BELT SLIPPAGE AND PULLEY ALIGNMENT 15 20 "EXHIBIT4Page 3 of 8 !7 PACM EC LLC PLANNED MAINTENANCE SERVICE PROGRAM SCOPE OF SERVICES PACMEC LLC will provide a complete program of preventive and predictive maintenance service for the equipment fisted in schedule (A) to maintain the equipment in good working order our trained technicians will perform all service tasks in accordance with but not limited to the guidelines specified herein The Planned Service Program is designed to meet or exceed all requirements to properly maintain and service this equipment All work will be performed dunng regular business hours unless otherwise specified in the supplemental services section of this agreement The Annual Planned Maintenance Service Program consists of two semi- annual operating inspections of your entire control system designed to maintain the equipment in peak operating condition Also we will provide a wntten report of all findings log data and an annual summary of equipment conditions including general conditions and Iifecycle expectations corrective actions, and recommendations following each visit IIEXHIB age 4of 99 en PACMEC LLC SUPPLEMENTAL SERVICES Along with the Planned Services we will provide supplemental coverage as indicated below on all equipment fisted on the schedule (A) All work listed above to be performed dunng normal business hours NON SCHEDULED EMERGENCY SERVICE RESPONSE dunng regular working hours provided at prevailing labor rates of $80 00 per hour during normal business hours Hourly rate includes all truck and fuel charges If additional services not specified as a part of this agreement are required we will make recommendations including the tasks required pnang and tum -around time Upon customer approval this work will be performed in a timely manner All work to be performed during normal business hours unless specified EMERGENCY SERVICE PACMEC LLC will provide I C i '1y o F C Agri e 1 cJrith 24 -hour emergency service and response Our technicians will respond within a maximum of 4 -hours for all emergency service calls On average our standard response rate is approximately 1 hour Our 24 -hour service number is (317) 579 9671 MATERIALS INCLUDED IN THE PM PLUS PROPOSAL PM Plus provides all specified planned services Plus all basic maintenance matenals including refngeration oils degreaser lubncants coil cleaning solvents fan belts and basic maintenance matenals Test Instrument Usage Equipment Service Record Keeping Performance Testing and Record Keeping Cleaning Solvents 24 -Hour Preferred Service Not included Equipment removal or upgrades Waste disposal Pnmary electncal equipment Repair labor Repair matenals of any sort "EXHIBI Page 5 of 8 If PACMEC LLC EQUIPMENT SCHEDULE (A) 1 KMC Controller for chiller and pumps 48 VAV Boxes with KMC Controls 4 KMC Controller for AHUs 1 KMC Controls LAN Controller 1 WinControl XL Plus software on customer PC 1 Chiller/pumps Controller Semi- Annual maintenance consisting of Check for proper controls communication Check for proper controls operation Check for proper controls readings and settings Record all information in PM book 48 VAV boxes Semi- Annual maintenance consisting of Check for proper controls communication Check for proper controls operation Check for proper controls readings and settings Record all information in PM book 4 AHU Controllers Semi- Annual maintenance consisting of Check for proper controls communication Check for proper controls operation Check for proper controls readings and settings Record all information in PM book 1 LAN Controller Semi- Annual maintenance consisting of Check for proper controls communication Check for proper controls operation Check for proper controls readings and settings Record all information in PM book "EXHIBITj 6 of If 1 WmControl XL Plus software on customer PC Semi- Annual maintenance consisting of Check for proper controls communication Check for proper controls operation Check for proper controls readings and settings Record all information in PM book PACM EC LLC EQUIPMENT INVENTORY Quantity Equipment and Manufacturer Equipment Data 1 KMC WinControl software 48 KMC VAV box controllers KMD 7001 7003 4 KMC AHU Controller KMD 5831 1 KMC LAN Controller KMD 5200 1 KMC Chiller /pump controller KMD 5801 "EXHIBIT Page 7 of 8 PRICING AND PAYMENT The annual pnce of this scheduled maintenance service agreement as specified herein to City of Carmel Indiana shall be $1600 00 00 per year with service to the equipment listed under the Schedule (A) and is payable to PACMEC LLC semi- annually at $800 00 per inspection billable after each completed inspection TERMS OF THIS AGREEMENT The initial term of this agreement shall be 1 year beginning on The contract shall at the end of the initial term be re- negotiated before which will become the anniversary date of the agreement No rate increases will take place before the end of this 1 -year penod After the initial 1 -year term penod the agreement is subject to a review and annual escalation as dictated by the (1) cost changes in overhead fuel and labor and (2) for materials parts and other externally controlled expenses and costs which may be a part of the agreement coverage This quote is good for 60 days TERMS CONDITIONS This agreement is subject to all of the standard terms and conditions fisted in that section of the agreement Customer City of Carmel Indiana Offered by PACMEC LLC One Civic Square 12033 Ashland Dnve Carmel Indiana 46032 Fishers Indiana 48037 Name Name John Pachmayer Title Tale President CEO Date Date Signature Signature "EXHIBI*age 8 of 8 99