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Mid America Elevator Co./Fac ly�1d Amenca Cletator Co Inc O O Mamtenance Department 2009 Appropnatton #1205 501 P 0 1120167 APPROVED Contract Not To Exceed $7 245 00 AS i0 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 Mid Amenca Elevator Co Inc 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 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 Seven Thousand Two Hundred Forty Five Dollars ($7 245 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 period 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 tong 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 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 ML`E BMBM DucemaitOr [mama 4n cesNFORMIGood l Same Mar sawn 4 MINION/ 12 41i MM1 Mid Amenca Elevator Co Inc Maintenance Department 2009 Appropnanon #1205 501 P 0 #20167 Contract Not To Exceed S7 245 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 font and detail as City may direct a list of all chemicals matenals, 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 written 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 lien is filed and Vendor fails to remove such ken 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 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) 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 liabilities 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 WE WM> Gam telm m1 anactiORMSCard. aMn a M Mall m 4 IVIMa 11 a a Mn 2 Mid Amenca ator Co Inc Maintenance Department 2009 Appropnation #1205 501 P 0 #20167 Contract Not To Exceed $7 245 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 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 obligabons 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 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 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 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 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 tnal 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 RreewwY U.na Oh fm wl Sinus lonerer &Se'. a c% W-I 7 cM1W W19 32 40 R.p 3 Mid Amenca Elm don Co Inc Maintenance Department 2009 Appropnation #1205 501 P 0 #20167 Contract Not To Exceed $7 24, 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 mad 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 Bames AND Douglas C Haney City Attorney Department of Law One Civic Square Carmel Indiana 46032 If to Vendor Mid Amenca Elevator Co Inc 1116 East Market Street Indianapolis, Indiana 46202 3829 Telephone 317 635 5500 E -Mail ATTENTION 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 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 wnting to a greater amount R E Boat, D ms Mas.MSw.amuur�aaSem= Raw *.a47 YINGO, a 0PM) 4 Mid Amenca Elegy ator Co Inc Mamtenancu. Department 2009 Appropriation #1205 501 P O #20 167 Contract Not ro Exceed $7 245 00 18 2 City may terminate this Agreement at any hme upon thirty (30) days pnor 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 wnbng 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 execubng this Agreement have the authority to bind the partylwhrch 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 Crty 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 wnhng 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 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 without any duress undue influence or coercion t21S WM) lkamm #Pic is w3 Senn SFUTMN'mtlea&me R fY-O7 drc T IRMO 124TPTQ 5 Mid Amenca Elevator Co Inc Mamtcnance Department 2009 Appmpnanon #1205 501 P O P20167 Contract Not To Exceed $7 245 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 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 MID AMERICA ELEVATOR CO INC by and through its Board of Public Works and Safety By B By -77111/ mJ3 es Brainard Presiding Officer Authors Signature Date a 1 Printed Name Mary nn Burke Member Date SaGr t,fl4/tee- lir Title Lon S Wax !ember FID/TIN 3 G 1V Date 1oIy/nis SSN if Sole Propnetor ATTEST Date 9 25 -0 9 Diana Cordray IAMCrer Tr curer Date x 0 [Z IF Bay Oa 1h Jo 1SnnmlURMS Le ffl Ram. Rw 1 11LO dn. W1921191 AO PMT 6 a Mid America Elevator Co., Inc Ade ®S m 1116 rya Ma kat St eat Ind anapd Ind ana 46202 3829 (317) 635 5500 Fax 13121535 3392 REPAIR SERVICE PROPOSAL, July 10, 2009 Mr Jeff Barnes Carmel City Hall One Civic Center Carmel, Indiana 46032 Re Carmel City Hall One Clvlc Center, Elevator #45583 and 45582, Access Control System Dear Mr Barnes We propose to furnish the necessary labor material tools and supervision to perform the following work on your tow (2) passenger elevators located at One Civic Center See attached scope of work Total Price for Services Rendered $7,245 00 (Seven Thousand Two Hundred Forty Five Dollars) This proposal is submitted for acceptance within 30 days from date executed by us Please return a signed copy of the proposal after which we will contact you promptly for scheduling Respectfully submitted By Signed and Accepted in Duplicate Kyle Marsh Sales Representative CUSTOMER MID AMERICA ELEVATOR CO INC Approved by Authonzed Representative Approved by Authorzed Representative pate, Pate Maned. X Stoned Print Name Print Name Title Title Comoanv 0 Principal Owner or Authorized Representative of Principal or Owner Agent (Name of Principal or Owner) Z "EXHIBIT K fl Scope of work North Car Furnish and install touch key pad to control access to 4 floor (finish to be brass) Furnish and install 7 day timer to control access to 3 and 4 floor between the hours of 500 PM to 800 AM Engineer and install code required firefighters service override circuitry Program existing touch key pad for 3 floor access control only (During the hours of 8 00 AM to 00 PM the elevator will run in normal opetatton access code will be required to gain access to the 4 floor) South Car Furnish and install touch key pad to control access to 3 floor (finish will be brass) Furnish and install 7-day time to control access to 3r floor between the hours of 5 00 PM and 8 00 AM Engineer and install code required firefighters service override circuitry (During the hours of 8 00 AM to 5 00 PM the elevator will run in normal operation) Please note our system will not allow us to monitor and/or document who is gaining access at what time "EXHIBIT vIII