HomeMy Public PortalAbout038-2019 - Pro Air Midwest-air compressor maitenanceAGREEMENT
THIS AGREEMENT made and entered into this 14th day of March, 2019, and referred to as Contract
No. 38-2019, by and between the City of Richmond, Indiana, a municipal corporation acting by and
through its Board of Public works and Safety (hereinafter referred to as the "City") and
Inc. dlbla Pro Air Midwest LLC, 6256 Legacy Lane, Eliettsville, Indiana, 47429 (hereinafter
referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide services in connection with the air compressor maintenance and
air quality samples on Mako, Bauer, and Eagle Equipment for the Richmond Fire Department.
Requests for Quotes were made February 14, 2019. Responses to said request are on file in the office of
the Richmond Fire Department. The response of Contractor received February 25, 2019, to said request
is attached hereto as "Exhibit A" which response consists of one (1) page, and is hereby incorporated by
reference and made a part of this Agreement. Contractor agrees to abide by the same.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions,
terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall furnish all labor, material, equipment, and services necessary for the proper completion
of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in accordance
with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION H. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of
Richmond. The Contractor shall provide, at its own expense, competent supervision of the work.
SECTION III. COMPENSATION
City shall pay Contractor at the quote amount described as an approximate amount of Three Thousand
Nine Hundred Twenty Dollars and Zero Cents ($3,920.00) for the services provided pursuant to this
Agreement. The actual payment shall depend upon services rendered in accordance with the per -station
or per -location totals and any applicable trip -charge rates set forth in Exhibit A, but is estimated not to
exceed the projected $3,920.00 amount during each yearly terra of this Agreement.
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective as of March 1, 2019, and shall continue in effect until February
29,-2020. The City shall have and retain two (2) annual options to renew this Agreement, upon the same
terms and conditions for a second and third year.
- Contract No. 38 -2019
Page I of 5
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Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for
cause, at any time by giving at least five (5) working days written notice specifying the effective date and
the reasons for termination which shall include but not be limited to the following:
a. failure; for,. any reason of the Contractor to fulfill in a timely manner
its .obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to -the City that is incorrect, incomplete, of does not meet reasonable
professional standards in any material respect;.
c. ineffective or improper use of funds'ptovided under this Agreement; _
d. • suspension or termination of the grant funding to the City under ,which this Agreement _
is made; or
e. unavailability of sufficient funds to make payment_ on this Agreement.
In the event of such termination, the City shall be required to make payment for all work performed prior
to the date this Agreement is terminated, but shall be relieved of any other responsibility herein.
This Agreement may also be terminated, in whole or *n part, by mutual Agreement of the parties by
setting forth the reasons for such termination, the effective date, and in the case of partial termination, the
portion to be terminated.
SECTION V. INDEMNFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any -damage or injury to person or
property or any other claims which may arise from the Contractor's conduct or performance of this
.Agreement, either intentionally or negligently; provided, however, that nothing contained in this
Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or
employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such
insurance as will protect it from the claims set forth below which may arise out of or result from the
Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub-
contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the
Contractor may be held responsible.
Coverage Limits _
A. Worker's Compensation & Statutory
Disability Requirements
B. Employer's Liability $1005000
C. Comprehensive General Liability
-Section 1. , Bodily Injury $1,000,000 each occurrence'
$2,000,000 aggregate -
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability.
Section 1. Bodily Injury . $1,000,000-each person "
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Section 2. Property Damage
$1,000,000 each occurrence
$1,000,000 each occurrence
1.' E; Comprehensive Umbrella Liability : A.- $1,000,000 each occurrence ^ `
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER' S COMPENSATION. LAW `
Contractor shall comply with all provisions of theIndianaWorker's Compensation law, and shall, before
commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from
the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-
5-1 and 22-3--5-2. If Contractor is an out of state employer and therefore subject to another state's
worker's. compensation law,- Contractor may choose to comply with all provisions of its home state"s
worker's compensation law and provide the City proof of such compliance in lieu of complying with the,
provisions of the Indiana Worker's Compensation Law.
SECTION VII. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 2279-1-10, Contractor, any sub -contractor, or any person acting on,
behalfof Contractor or any sub -contractor shall not discriminate against any. employee or
applicant for employment to be employed in the performance of this Agreement, with respect to
hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly
related to employment, because of race, religion, color, sex, dishbility, national origin, or
ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
.11 That 'n the hiring of employees for the performance of work under this Agreement of any
subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of
Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color,
sex, national origin or ancestry against any citizen of the State of Indiana who is qualified
and available to perform the work to which the employment relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or any
sub -contractor shall in no manner discriminate against or intimidate any employee hired
for the- performance of work under this Agreement on account of race, religion, color,
sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City under this
Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during
which such person was discriminated against or .intimidated in violation of the provisions
of the Agreement; and -
4. That this Agreement may be canceled or terminated by the City and all money due or to
become due hereunder may be forfeited, for a second or any subsequent violation of the
terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation
shall be -considered a material breach of this Agreement.
SECTION VIII. COMPLIANCE WITH INDIANA E--VERIFY PROGRAM RE LTIREIENTS
Pursuant to Indiana Code 22-5-1..7, Contractor is required to enroll in and verify the work eligibility status
of all newly hired employees of the contractor through the Indiana E-Verify program_ Contractor is not
Page 3 of 5 _
required to verify the work eligibility status of all newly hired employees of the contractor through the
Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of
this Agreement,- Contractor shall provide to the City its signed Affidavit affirming that Contractor does
not knowingly' employ -an unauthorized alien in. accordance with IC . 22-5-1.7-11 (a) (2): In the event
Contractor- violates IC 22-5-1..7 the Contractor shall be required to. remedy'the violation ,not later than
_thirty (3 0) days - after the City notifies the Contractor of the violation. If .Contractor fails to remedy the
violation within the thirty (30) day period provided above, the City shall consider .the Contractor to be in
breach of this Agreement and this Agreement -will- be terminated. If the City determines that terminating
_ thisAgreement would be detrimental to the public interest or public property, the City may allow this.
Agreement to remain in effect until the City procures a new- contractor. If this Agreement is terminated
under this section, then pursuant to, IC ' 22-5-1.7-13 (c) .the Contractor will remain liable to the City for
actual damages. -
SECTION IX: MAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code. (IC) 5-22-I 6.5, Contractor certifies that Contractor is not engaged in investment
activities in Iran. In the event City determines during, the course of this Agreement that this certification
is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor
ninety (90) .days within which to respond to the written notice. In the event Contractor fails - to
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demonstrate to --the City that the Contractor has .ceased investment activities in. Iran- within ninety (90) days,
after the written notice is given to the Contractor, the City may proceed with any remedies. 'it may have
pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this
certification is no longer valid and said determination is not refuted by Contractor 'n the manner set forth -
in IC 5-22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of
the same -from all liability which may arise in the course of Contractor's performance of its obligations
pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal.to the parties hereto and neither party may assign or delegate any of its rights
or obligations hereunder without the. prior written consent of the other party. Any such delegation or
assignment, without the prior written consent of the other party, shall be null and void. This Agreement
shall be controlled by and interpreted according to Indiana law and shall be binding upon the parties, their
successors and assigns. This document constitutes the entire Agreement between the parties, although it
may be altered or amended in whole or in part at any time by filing with the Agreement a written
instrument setting forth such changes signed by both parties. By executing this Agreement the parties
agree that this document supersedes any previous discussion, negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
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The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising out
of this Contract must be filed in said courts. The parties specifically agree that no arbitration or mediation
shall "be required prior to the commencement -of legal proceedings in said Courts. By executing this
Agreement, Contractor -is estopped from bringing suit or any other action in any alternative forum, venue,
or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of
Wayne County, Indiana, regardless of any right Contractor may have to bring .such suit in front of other
tribunals or in other venues.
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Any person executing this Contractin a representative capacity hereby warrants that he/she has been duly
authorized by his nor her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages or
remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this Agreement,
including but not limited to, City'-s reasonable attorneys fees. -
-In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement • arises,
this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of
proof shall arise favoring or disfavoring- any party by virtue of the authorship of any of the provisions. of
this Agreement. �.
IN wITNESS' wIBEREOF, the parties have executed -this Agreement -at Richmond, Indiana, as of the day
and year first written above, although signatures may be affixed on different dates.
"CITY" "CONTRACTOR"
TIIE CITY OF -RICHM OND, ,
INDIANA by and through its D/B/A PRO AIR MIDwEST, 1,LC
Board of Public works and, Safety 620%'Legacy Lane _
Ellettsville, IN 47429
By: By
Vicki Robinson, President
_ r
■
Title:
Richard Foore, Member
...... Date:o4l t-i L 20 1
Emily P lrn r, Member
Date: r _
APPROVED : -
. Sno Mayo
Date: 0 -
Page 5 _of 5
PR-0. AIR 1VIIDWEST
LLC
QUOTE -FOR SERVICETORCITY OF RICHMOND FIRE DEPARTMENTS
STATION #1 101 S ST" STREET.'
I .SENII-ANNUAL MAINTENANCE & FILTERS
$550-00
2. 6 AIR. SAMPLES PER NFPA STANDARDS
$600.00
TOTAL.
$1150.00.
STATION45 1971 WEST MAIN STREET
I SEMI-ANNUAL MAINTENANCE & FILTERS
3910-00
2. 6 AIR SAMPLES PER NFPA STANDARDS
$600.00
TOTAL
$1510.00
FIRE TRAINING GROUND
I. SEMI-ANIVLTAL MAINTENANCE & FILTERS
$660.00
2. 6 AIR- SAMPLES PER NFPA STANDARDS
$600.00
TOTAL
$1.260.00
TOTAL -TOR ALI 3 STATIONS
$3920.00
'Trip Charge
$95-00
EXHIBIT7,T PAGE �OF"�