HomeMy WebLinkAboutTeton Corporation/Engr
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L':' r: eto~ Corporation
'J:ngineering Dept. - 200711/31" & She/borne Streetscape
Appropriation #2006 Bond; p, O. # 16525
Contract Not To Exceed $282,000,0
APPRovn:-' ',' ~")
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AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreemenf') 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 Teton
Corporation ("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 2006 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 Eighty-Two Thousand Dollars ($282,00.00) (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 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 ana 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 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 "Project #05-06L Carmel Streetscape: 116111 Street and
Shelborne 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 fit and sufficient for'
their particular purpose, City's stated use and are fit and sufficient for their particular purpose,
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Teton Corporation
Engineering Dept. - 2007. 116" & She/borne Streetscape
Appropriation #2008 Bond; P. O. #18525 .
Contract Not To Exceed $282,000.0
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 isa 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 soie 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 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 andlor
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 allliabiiities, claims, demands or expenses (including, but not limited to, reasonable
attomey 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 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, including, but not limited to, all court costs,
attorney fees, and other expenses, caused by any act or omission of Vendor andlor 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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Teton Corporation
Engineering Dept. - 2007 116'" & She/borne Streetscape
Appropriation #2006 Bond; P. O. #16525
Contract Not To Exceed $282,000.0
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 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 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 ierm 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.
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Teton Corporation
Engineering Dept. - 20071 16" & She/borne Streetscape
Appropriation #2006 Bond; P. O. #16525
Contract Not To Exceed $282,000.0
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: .
If to 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:
. Teton Corporation
3638 N. State Road 7
Madison, Indiana 47250
ATTN: Timothy B. Breeding, Vice 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 1ermination, 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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, . Teton Corporation
Engineering Dept. - 2007116" & Sheiborne Streetscape
Appropriation #2006 Bond; P. Q. #16525
Contract Not To Exceed $282,000.0
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. 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 suflicient 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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T etOfT Corporation
Engineering Dept. - 2007 116'" & She/borne Streetscape
Appropriation #2006 Bond; P. 0. # t 6525
Contract Not To Exceed $262,000.0
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
TETON CORPORATION
By:
By:
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Authorized Signature
T'MD7HY B. 138lE€;D;tJ6:,V./!
Printed Name $"2;'.'."- .:--.: ;:tF ;\
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PART 2
BID PROPOSAL
Base Bid
The undersigned Bidder proposes to furnish all necessary labor, machinery, tools,
apparatus, materials, equipment, service and other necessary supplies, and to perform and
fulfill all o!-ligations incident thereto in strict accordance with and within the time(s)
provided by the terms and conditions of the Contract Documents for the above described
Work and Project, including any and all addenda thereto, for the Unit Prices applicable to
the Contract Items as stat~d in Part 3 hereof, wh'ich Unit Prices, when multiplied by
estimated unit quantities for such Contract Items, total Two hundred eighty two
thousand/OO Dollars ($ 282,000.00 ). The
Bidder acknowledges ,that evaluation of the lowest Bid shall be based on such price and
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.
~.EXHIBil
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PART 3
CONTRACT ITEMS AND UNIT PRICES
I Prices In FiEures
Contract Description I' Estimated lInit TOlal Price
Item No. , Quantil\' Price for lIem
1. T opsal] I 462 CY 60.19 27 807.50
2. Limestone, Endcap I 2EA 3, 11 9. 90 6,239.60
3. . Limestone. Veneer II CF 405.00 4,455.00
4. Limeslone. Block 205.2 CF 76.60 15,718.32
5. Precast Urn lEA 12,041.75
6. Compacted Aeeregale. 1153 I 9.7CY 875.75 8,494.78
,
7. Aggrel:ate. for Underdrains I 5.0CY 164.20 821.00
8. Concrete A. Substructure I 2.1 CY 3 338.85 7_.011. 59
9. Pipe, PE. Corrugated, 4" 104 LF 21.90 2,277.60
10. Soddinl:, Nursery 271 SY 5.10 1,382.10
1l. Mulch, Hardwood Shredded Bark 1/5.7 CY 63.80 7,381. 66
12. Plant, Evergreen Shrub, 18" - 24" 81 EA
height 93.55 7,577.55
13. Plant, Deciduous Tree, 2.5-3" I 98EA 442.50 43,365.95
14. Plant, Deciduous Tree, 2 - 2.5" 32EA 446.60 14,291.20
15. Plant, Deciduous Tree. 8'.10' beiJ?;bl 14EA 185.35 2,594.90
16. Plant, Evergreen Tree, 8'.10' height IOEA 505.55 5,055.50
17. Plant, Ornamental Grass, 2 Gal. 2JI EA 35.40 7,469.40
18. Plant, Perennial, I Gal. 363J EA 13.30. 4l:l,2Y:l.jU
19. Plant, Groundcover, 3" Pot 908 EA 4.90 4,449,20
20. Plant, Annual, I Gal. 8EA 40.45 323.60
21. Plant, Annual, Flat . SEA 47.20 ~6.00
22. Spade Ed2e . 1199LF .50 :>YY.50
23. Landscape Irrigation J EA j:l,j:>:>,UU
24. Electrical System, Sbelhorne and lEA
1/6'" Street . 12,591.00
25. Mohilization and Demobilization 1 LS 8,715.00
Maintenance of Traffic ILS 500.00
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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
. .it
"-
EXHIBIT C
mSURANCECOVERAGES
Worker's Compensation & Disability
Statutory Limits
Employer's Liability:
Bodily Injury by AccidentJDisease:
Bodily Injury by AccidentJDisease:
Bodily Injury by Accident/Disease:
$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 Injury
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
"-.--
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March 1,2007
Mr. Timothy Breeding
TETON CORPORATION
3638 N. State Road 7
Madison, Indiana 47250
RE: Agreement for Purchase of Goods and Services
City of Carmel, Engineering Department
No. 02.28.07.01
Dear Mr. Breeding:
On February 28, 2007, the Board of Public Works and Safety approved the above-referenced
Agreement 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 infonnation requested
on the sample invoice in a similar layout when submitting an invoice for services rendered. This
fonnat 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