HomeMy WebLinkAboutEngledow, Inc./Engr
Engledow,lnc ~~* O~. ~r(. 07. Oi
Engineering Dept. - 2007131" Street RAB Landscapes@MeridianCornersBlvd.&Spring MitI R~;PROV E~O
Appropriation #2004 Road Bond; P. O. #16524 FOlD.. .
Contract Not To Exceed $220,446.70 """ 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
Engtedow, Inc. ("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 appropriation 2004 Road Bond 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:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Two Hundred Ten Thousand Two Hundred Six Dollars and Seventy.Cents
($210,206.70) (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
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 writing, to pay an amount in excess thereol.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those
certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by City
and/or submitted by Vendor to and accepted by City pursuant to or as part of that certain City of Carmel
Engineering Department Bid Proposal Package for "04-01 L - 131 sl Street Roundabout Landscapes: at
Meridian Corners Boulevard and Spring Mill Road" received by the City of Carmel Board of Public Works and
Safety in or about February 21, 2007, 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 lit and sufficient lor their particular purpose. City's stated use and are fit and sufficient for
their particular purpose.
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Engledow, Inc.
Engineering Dept. - 2007 131" Street RAB Landscapes @ Meridian Comers Blvd. & Spring Mill Road
Appropriation #2004 Road Bond; P. O. #16524
Contract Not To Exceed $220,446.70
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 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 time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written 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 lien 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 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. period 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 right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
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 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 hoid 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 arising 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. 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, inciuding, 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.
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Engledow, Inc.
Engineering Dept. - 2007131" Street RAB Landscapes @ Meridian Corners Blvd. & Spring Mill Road
Appropriation #2004 Road Bond; P. 0. # 16524
Contract Not To Exceed $220,446.70
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
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 privileges 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 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 prior 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 empioyees 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 right 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 jurisdiction over same.
16. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under ahy 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.
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Engledow, Inc.
Engineering Dept. - 2007131" Street RAB Landscapes @ Meridian Corners Blvd. & Spring MiiI Road
Appropriation #2004 Road Bond; P. O. #16524
Contract Not To Exceed $220,446.70
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, return receipt requested, to the party to be notified at the address specified
herein:
Uto Citv:
City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: Michael McBride, City Engineer
AND
Douglas C. .Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor:
Engledow, Inc.
1100 East 1161h Street
Carmel, Indiana 46032
ATTN: James L. Engledow, President
Notwithstanding the above, notice of termination under paragraph 18 herein below 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:
18.1 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
writing to a greater amount.
18.2 Either party hereto may terminate this Agreement at any time upon thirty (30) days prior notice to the
other party. 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.
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Engledow, Inc.
Engineering Dept. - 2007131" Street RAB Landscapes @ Meridian Corners Blvd. & Spring Mill Road
Appropriation #2004 Road Bond; P. O. #16524
Contract Not To Exceed $220,446.70
19.. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized 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. Wheh 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, 2007, 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 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.
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 written 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 written amendment executed by both parties hereto, or their successors
in interest.
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Engledow, Inc.
Engineering Dept. - 2007 131s1 Street RAB Landscapes @ Meridian Corners Blvd. & Spring Mill Road
Appropriation #2004 Road Bond; P. O. #16524
Contract Not To Exceed $220,446.70
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
ENGLEDOW, INC.
By:
By: ,
James Brainard, Presiding Officer
Date:
Authorized Signature
Printed Name
Mary Ann Burke, Member
Date:
Title
FIDfTlN:
Lori S. Watson, Member
Date:
SSN if Sole Proprietor:
ATTEST:
Date:
Diana Cordray, IAMC, Clerk-Treasurer
Date:
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Engledow, Inc,
Engineering Dept. - 2007/3/5/ Street RAB Landscapes @ Meridian Corners Blvd. & Spring Mill Road
Appropriation #2004 Road Bond; P. O. #16524
Contract Not ToExceed~liU" i'C 3220, '1{'G,70
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
ENGLEDOW, INC.
By:
I
By:
2:ed ~~c;}J~
S/}.,WIlV <:. l. S l~ou)
Printed Name
~~oJJ
Title
~
,~er I
~ 07
(
FIDfTlN: 35- I ololoq j1~)
SSN if Sole Proprietor:
Date: 2..' Z. 3 '0"1
lana Cordray, lAM
Date:
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PARTZ
m>> PROPOSAL
Base Bid
The undersigned Bidder proposes to furnish all necessary labor, machinery, tools,
apparatus, materials, equipment, service and other necessary supplies, and to perform and
fulfill all obligations incident thereto in strict accordance with and within the time(s)
provided by the terms and conditions of the Contract Documents for the above described
Work and Project, including any and all addenda thereto, for the Unit Prices applicable to
the Contract Items as stated in Part 3 hereof, which Unit Prices, when multiplied by
estimated unit quantities for such Contract Items, total ~.. T1I1REh'- j( r '1'...- wi "DRnd-
TTJo ,mncl.r..d .. "'Eo e I y - 711:100 Dollars ($ 219,7A" '1(1 ). The
Bidder acknowledges that evaluation of the lowest Bid shall be based on such price an
further acknowledges that the unit quantities listed in Part 3 of this Proposal are estimates
solely for the purpose of Bid evaluation and Contract award, and are not to be construed
as exact or binding. The Bidder further understands that all Work which may result on
the Contract shall be compensated for on a Unit Price basis and that the OWNER and
ENGINEER cannot and do not guarantee the amount or quantity of any item of Work to
be performed or furnished under the Contract.
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CONTRACT HEMS AND UNIT PRICES
(fhis Part to be used only for Bidding on
Unit Price Contractsfor the Contract Items shown]
Contract
Prices In Figures
Unit
Total Price
Description!
Estimated
Item No. Unit Price Un Words 1 Ouantity Price for Item
PLANT, DECIDUOUS TREE, U II) 40Q.DO
LS-1 2.5"-3" CAL. 19 EA $ 600.00 r 1,110.66
PLANT, GROUNDCOVER, 38 50.00 4,600.00
LS-2 COUNT FLAT !12 .EA
LS-3 PLANT, EVERGREEN SHRUB, 5 100.00 6,100.00
GAL 61 EA
LS-4 PLANT, ORNAMENTAL GRASS, 17.00 4,454.00
1 GAL 262 EA
LS-5 PLANT PE 'H 1 GAL 1842 EA 17.00 31,314.00
LS-6 SODDING NURSERY 1.7!1l1 SY 7.00 12,530.00
LS-7 MULCH, SHREDDED 70.00 5,250.00
HARDWOOD BARK 75 CY
STONES, TENNESSEE RIVER 300.00 16,200.00
LS-8 SLICKS (50 so. Fr. PER TON! 54 TON
LS-9 WEED BAlUUER FABRIC 297 SYD 3.00 891.00
UTILITY SOURCE 2,500.00 2,500.00
LS-10 CONNECTIONS LS
LS-11 EDGING STEEL !I!IO LFI' .' .~.OO 8,910.00
LS-12 TOPSOn. 362 CY 80.00 28,960.00
ANCHOR ffiGHLAND STONE
FREE-STANDING :WALL 62.00 39,804.00
(ASSUMES THAT EACH
LS-13 SQUARE FOOT INCLUDES SQUARE
TWO FINISHED FACES) 642 FEET
ANCHOR ffiGHLAND STONE 36.00 8,028.00
LS-14 CAP 223 LFI'
LS-15 WALL FOOTER (53 STONE\ 8.40 67.20
8 CY
CONCRETE PEDESTAL
(POURED IN PLACE) INC. 12.50 187.50
LS-16 ,REBAR 15 CY
LS-17 IRRIGATION LS 25,061.00 25,061.00
RESET ELEV. STORM 2,000.00 2,000.00
LS-18 MANHOLE CASTING LS
LS-19 CAST STONE PLANTER 2 EA 6,105.00 12,210.00
!"1ATIi
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BID4 s:\4k\43S9\OO4\d0C!l\llneclfications\ftont end snecs 0902.doc
EXHIBIT B
Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing Date Goods/Services Provided Cost Per Hourly. Total
Goods/Services Goods/ (Describe each good/service Item Rate/
Service separately and in detail) Hours
Provided Worked
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
rnSURANCECOVERAGES
Worker's Compensation & Disability
Statutory Limits
Employer's Liability:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Bodily Injury by AccidentlDisease:
$100,000 each employee
$250,000 each accident
$500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
$500,000
$500,000
Personal & Advertising Inj ury
Policy Limit:
Each Occurrence Limit:
Fire Damage (anyone fire):
Medical Expense Limit (anyone person):
$500,000
$250,000
$250,000
$ 50,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Single Limit: .
Injury and property damage:
Policy Limit:
$500,000 each accident
$500,000 each accident
$500,000
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000
$ 10,000
COAl
Y
March 1,2007
Mr. James Engledow
ENGLEDOW INC.
1100 East l16th Street
Carmel, IN 46032
RE: Agreement for Purchase of Goods and Services
City of Carmel, Engineering Department
No. 02.28.07.02 & 02.28.07.03 & 02.28.07.04
Dear Mr. Engledow:
On February 28, 2007, the Board of Public Works and Safety approved the above-referenced
Agreements to do business with your company. Enclosed is a fully executed copy for your
records together with several other documents, which will ensure a successful and profitable
business relationship with the City of Carmel.
Please review the enclosed sample invoice, Exhibit B of your contract. Although we do not
require you to use this specific form, we do ask that you please submit the information requested
on the sample invoice in a similar layout when submitting an invoice for services rendered. This
format replaces any other form previously used by the City and is effective upon approval of your
contract.
If you have any questions or concerns, please do not hesitate to contact me at 317.571.2628.
Thank you for your attention to the above-referenced matters.
Sincerely,
Sandra Johnson
Deputy Clerk-Treasurer
Enclosures