HomeMy WebLinkAboutBoone Co. Resource Recovery/Street DepartmentStreet Department
Boone County,Resource:RecoverySystems;,lnc.
Resource. Recovery
APPROVED, AS TO,
AGI2ET M1 1VT'FOR PURCHASE OF GOODS ANb SSI7VTCES- -
THIS AGREEMENT FOR.PORCHASE OF GOODS AND SERVICES (` Agreemcnt")-is hereby
made and.entered.into by and between the City of Carmel, Indiana, acting by and through: its.Board' of
Public Works and Safety ("City"), and-Boone=County`Resource, Recovery Systems,,Inc- ("Vendor").
TERMS AND.CONDITIONS
I, ACKNOWLEDGMENT; ACCEPTANCE-.
Vendor acknowledges that it has read and understands this, Agreement; and agrees ,that its
execution of "same and/or its provision of any goods. andlor services ("Goods: and Services")
hereunder shaft constitute Vendor's acceptance of all of & Agreement°s terms and,conditions.
2. PERFORMANCE:
City agrees: to purchase the Goods' and Services deseribed in attached Exhibit= A, which is
incorporated. herein' by this, reference, and Vendor; agrees to 'provide same .and to otherwise
perform the requirements of this Agreement and to execute its responsibilities hereunder by
following and applying at .all times the highest professional. and technical guidelines and
standards.
3. PRICE. AND,PAYMENT'TERMS:
The:total price for the Goods and,Services contemplated'herein shall be no,more than the amounts
set forth in attached Exhibit A. Vendor shall submit an invoice to City no more than once every
thirty (30) days detailing the Goods and;Services provided io;City within such time period. City
shall pay Vendor for such Goods and Services within thirty (30), days after the date of`City"S
receipt of Vendor's invoice detailing same, so long as and to'the?exteht such Goods and'services
are not.-disputed, are in accordance,vvith the, specifications set forth in Exhibit -A;,are submitted on
an invoice- that contains the information Contained on attached Exhibit,-B, and_ Vendor-ha's
otheRvise,performed,and_ satisfied a]I the:terrhs;arid conditions of this Agreement: 'Subject to the
above, if the:undisputed invoice amount is not paid within thirty (30) days of'its receipt by City,
Vendor shall-so notify City. If such.amountas is not disputed is not thereafter`paid within`ten (10)
business days from the date such notice-is, recei'v_ed by City, then a late: charge in'a; surn equal to
one percent-(1%o) of.such-unpaid and'.undisputed invoice amount-shall accrue and be,immediately
due and payable by City to Vendor as a separate. debt for each month Jt remains unpaid. In the
eventan invoice amount is disputed, Cityshall so not Vendor., lf?such dispute`is'nofkresolved,to
City's sati s Nction°within five (5) business days.after notice;of such dispute is given, City shall pay
sue.;amount as.is in, dispute; under protest, into the Carmel:City Court, which courtshall hold
such ninnies until provided-with, n. settlernentsagreemefiv signed by both` parties hereto or a-foal
judgment has,been entered' thereon:
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' Sveet_Depnnmant,
.Boone County Resource Recovery 'Systems,.inc.
Resource Recovery
4. WARR'ANT'Y:
Vendor expressly warrants that the°Goods.and Services covered' by-this-Agreement will conform
to the specifications, drawings; samples, instructions, directions and/or descriptions thereof
furnished, to Vendor by City and/or by Vendor to and accepted by City; that the Goods and
Services will be delivered,in a.timely, good and workmanlike manner and free from defect. In
addition, Vendon acknowledges that it knollvs of City's intended use and expressly warrants that
the Goods and Services covered by this Agneement`have been selected and provided by Vendor
based upon City's,stated' use and will be fit, and sufficient for the particular purposes ihtended by
City.
5. TIME ANDYERFORMANCE:
This Agreement shall become effectiveas.of the, last date on which a party`hereto executes same
("Effective Date"),,and'both parties,shall thereafter perform their'obligatibnshereunder in a'timely
manner. Time is o£ the essence of this Agreement.
DISCLOSURE AND;WARNINGS:
If requested'by City; Vendor shall promptly furnish to City, insucch form-,and detail as.,City may
direct,;.a'aist 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 concentratiow.thereof,
and any other information relating-thereto. Prior to and with the delivery of the Goods ;and
Services proyided hereundei, Vendor agrees to furnish to City sufficient, writteh warning; and
notice (including appropriate labelson containers and packing) of any hazardous material'utilized
in or-:that is a,part,of Goods and Services.
7. LIENS:-
Vendor-shall ' not cause or permit the filing of any lien onrany of City'.s property. In the event any
such lien is filed and Vendor failslto "remove 'such lreii 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: Vendor shall indemnify-and L hold harmless City from and.against
any-and all liabilities, losses, c1'aims„costs and expenses; including, but; not limited to, attorney
fees 'incurred by City in, connection. with any such lien and/or the removal thereof This
indemnification obligation shall survive the termination of this Agreement.
8. DEFAULT:
ln.the-event Vendor: (5) repudiates, breaches.or defaults under any of-the terms or. conditions of
this Agre`e'ment, including Vendor's warranties; (b) fails to provide"the Goods and Services as
specified herein; (c) fails to make progress somas 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 comrnercial)y reasonably undeir the circumstances) after receipt of
notice from City' specifying such•failure or breach; or (d) becomes insoivent, files; or has filed
against it, a' petificn,in ,bankruptcy, for receivership or other °msolvency proceeding, makes ,a
general assignment for; the benefit of creditors or,. if Vendor is :a partnership, or corporation,
dissolves,, each such.event constituting an event' of default. hereunder, City°sliall have the right-to
(1) terminate all or any parts of this,Agreerrient; without liability to Vendor (2) obtain, upon such
terms and in such manner as City deems :appropriate'in'its sole discretion, the sameror similar
Goods and Services which were to. be provided to City by Vendor, and'Vendor shall. be liable-to
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Street Department
Boone CauntyResource-Recovery Systems; Inc.
Resource Recovery
City .for-:any excess costs of the City in obtaining same; and (3) exercise ariy other rights, or
remedies asare available-to City at law and/or, in equity:
INSURANCE AND INDEMNIFICATION:
Vendot ,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 [ndiana,and'reasonably aeceptable-to City, such.
insurance as is, necessary for the'protection.of City and Vendor from, any and all claims for•
damages or otherwise under any workers" compensation,, occupational disease and/or
unemployment.compensation act; for bodily injuries, including; but not limited to, persona I-injury,,
sickness, disease or death of or to any`and all of Vendor's agents; officers; employees; contractors,
subcontractors and-other persons; because of. any injury to or. destruction of, property, including;
bnt not limited tb, loss of useresultingjherefrom ; or, otherwise. The coverage amountseshall be
no l''ess.than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to-name
City as an additional insured.-on all insurance-policies,,shall promptly provide City, upon request,
with copies of all such policie's', and- shall, provide that such ;insurance 'policies shall not be
canceled wiihout,thirty (30) days prior-noti'ee.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 injiiry; death and/or 'damages to any`,person or property
arising1rom or in connection with Vendor's provision of Goods,and Services pursuant,to or under
this Agreement,. Vendor's use of City property, or otherwise; exceptrfor such.habihties, claims or
demands that arise directly and solely out, of-the negligepce of City. `Vendor further agrees to
ndemnify,,defend and holdharmless City and its;officers, officials;.agents and employees-from.611
claims and suits of whatever type, including, but,not limited to, ail court costs, attorney fees, and,
other expenses„ caused byan'y act or omission' of Vendor and/or of..any of Vendor's' agents,
officers; employees; contractors; subcontractors and other persons in the performance of this
Agreement„or otherwise. These indemnification obligations shali,survive!the termination of this;
Agreement.
10. GOVERNNMENT COMPLIANCE:
Vendor :agrees-to comply with all present:ahd future federal; stmegand local laws, executive orders;
rules, regulations; nodes and ordinances, which maybe applicable to Vendor's performance oNts
obligations under this. Agreement„and all xelevant: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, codes and
ordinances. This indemnification obligation shall survive the.termination of this,Agreement.
11. NONDISCRIMINATION
Vendor represents and warrants that it and all, o 'Jts officers;- employees, agents; contractors,
subcontractors and other persons; shall comply' with ;all existing and futufe: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 the hire,jenure, terms, conditions or privileges;of employment.and to
any other matter directly or`indirectly,related _to., employment, or subcontracting because of race;
religion, color, sex, _handicap, national origin,; ancestry, age; disabled veteran status grid/or.
VietnaVera veteran. status. City reserves the right to collect apenalty "as provided in IC'5-16-6-1
for,any person so discriminated against.
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Street Department
Boone County Resource Recovery Systems, Inc.
Resource Recovery
12. NO IMPLIED WAIVER:
The failure of either party at any time to require performance by the other of any provision of this
Agreement shall in no way 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 thereof.
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 Vendor and
all of its officers, employees, contractors, subcontractors, agents and other persons are not and
shall not become employees of City, and the sole responsibility to pay to or for same all statutory,
contractual and other benefits shall remain exclusively with Vendor. The contract price set forth
herein to be paid hereunder by City to Vendor 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 further agree that, in the event a
lawsuit is filed hereunder, they waive any rights to a jury trial they may have, 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 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 such statute, regulation, ordinance, order or rule, and the
remaining provisions of this Agreement shall remain in full force and effect.
17. NOTICE:
Subject to paragraph 16 hereinabove, 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'City: City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: David, Klingensmith.
(with a copy to City Attorney,
One Civic Square, Carmel, IN 46032)
If to Vendor: Boone County Resource Recovery Systems, Inc.
985 S. US Highway 421 North
Zionsville, IN 46077-8829
ATTN: Jonathan W. Bankert
Street Department
Boone County Resdurccftecbvery"Systems, Inc.
Resource Recmery
Notwithstanding the above, notice of `termination under paragraph 18 hereinbelow shall be
effective if,givemorally, as long.,as written notice,is then provided.as set forth hereinabove within.
ten (10) business days from the date of such oral,notice.
18. TERMINATf0N'
18.1 Notwithstanding- anything, to the „contrary contained in this Agreement; City may, upon
notice to Vendor; it iinediately;terminate this.Agreement foCdausc, in the event of a default
hereunder by Vendor and/or-if sufficient funds are not appropriated to pay for the Goods
and Services. ,to be. provided hereundef. Fn 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 oftermination.
19,22 Either party hereto may terminate this Agreement at any time upon thirty (30) days prior
notice to the other parry. In the•--event. of such ternination; Vendor shall.be entitled to
receive: only payment for ;the, undisputed. -invoice `amount of conforming Goods and
Services delivered as bf the date of termination:
19. REPRESENTATIONS-AND. WARRANTIES
The parties represent and"warr_ant that they are authorized to enter'into this Agree ment:and,that 'the
persons or entities executing thi's Agreement have the authority to bind the party which they
represent.
20. ADDITIONAL GOODS AND/OR SERVICES
Vendor, understands and agrees,that City may; from time to time, request Vendor'to provide
additional goods and/ onserviccs to City' When City desires additional goods and/or services from
Vendor, the Mayor or.his duly authorized representative shall-notify Vendor of such addi ional
goods and/or;services,desired,.as well as the time franie'in whieli sane„are,to be provided. Vendor
shall then provide, at no cost to City, an estimated cost for such additional' goods.and/or services;
as well as the date by which same, will be provided to City. Only after City has approved
Vendor's time?and,coWestimate for'the provision of-"such additional goods an&or services shall
Vendor be'authorized to provide same, `the'idcntification of which shalfbe set forth in.documenis
wliich shall be.numbered"and attached hereto in the order they,areapproved by City.
2.1. TERM
Subject to•the termination provisions set forth in Paragraph 18.hereinabove, this Agreement shall
be in effect from the Effective Date through December -31, 2000,, andshall, 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. FORCE.MAJEt3RE
Any delay or failure of_either party to perform its obligations hereunder shall be excused if, and to
the extent; sameais causedby-anevent or occurrence beyond the--reasonable control of the party
and without its fault or. negligence„ provided that,notice ofsuch delay (including'the anticipated
duration 'of the delay) shall' be, given by the, affected party, to the other party within five (5)
business, days afterihe first-day of-such event of occurrence. Dufing;any,such period of delaybr
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Street' Department
Boone County Resource Recovery gystems, Inc.
Resource Recovery
failure to perform.by Vendor, City, in its sole option,,;may purchase_some°or all' ofthe same or
Siinflar Services and/or additional services: from other sources and reduce,the,SerVices requested
of Vendor,hereunder by such degree, or have Vendor'provide; some or all of the'Services and/or
additional services from other sources at times request
Agreement ed by City and atahe:pricesset: forth in.this
23. HEADINGS
All heading,and sections of this Agreement are inserted"for convenience only and do not form, a
part•of.this,Agreemenrnor']ir'nit, expand?or otherwise alter the. meaning,of.any provision fiercof.
24. WNDING°EFFECT
City and Vendor; and their respective officers, officials, agents, partners, successors, assigns and:
legal representatives,, are bound, to the other with respect to this Agreement and to such other
party's officers, officials; agents, partners, successors; assigns and legal' representatives in all
respects. as to.all,covenants; agreements and obligations of this•Agreement.
25. NO THIRD PARTY DENEFlCIAR7ES
Nothing contained-herein shall be, construed to give any rights or benefits Hereunder to-anyone,
other than City 'or Vendor.
.
26: ADVICE OF COUNSEL:
The parties warrant that,they have_read this Agre"emen4.and understand
respe"r it, are. fully aware.oftheir
c_ive rights, have had the opportunity to obtain the,
throughout advice and assistance of an attorney
and the. negotiation of this agreement, and enter into this :Agreement freely, voluntarily,
fortlfhereint any duress, undue influence, coercion orpfomise of'benafit, except as expressly set
27. ENTIRE AGREEMENT:
This Agreement.together. with any exhibits attached hereto or rcferenced 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 agreement.
Notwizhstandingrany other-term or conditi s regarding same
on, set" forth .hereinjtt subj0 Paragraph .16 hereof,
to the extent any term-or condition contained in any exhibit.att ect a
ached. to,EhisAgreerrient,eonflicts
Wth any, term or condition contained in this Agreement the teen oFconclition:.cantafnetl,in this
Agreement shall govem: and prevail, 'unless the parties` hereto, or their successors m,interest,,
expressly and 'inwriting agree -otherwjse: This Agreement may' only be modified by written.
amendment executed by both parties hereto, or theirsuccessors iminterest..
[remainder;ofpage"intentionally left blank]'
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II I WITNESS WHEREOF, the parties hereto have made andexecuted,this Agreemeni,as follows:
CITY OF CARMEL, INDIANA.
by and'through its Board of Public
Works. and Safaty
By;-
/?"7rA : /).
Aut orizea Signature
Printe&Name
cSc?C`rr2- - r- u
Title
ATTEST:
FID/SSN: S-5--1%,/OG (n
Date: A 7 2` 1-0
Diana Cordray,`I C, er`k-Treasuret`
? j Date: c91.V cr
By:
CITY OF'CAWU REDEVELOPMENT COMMISSION
Adopted:
r
44chd A. Roesch, i e .
Ainy Boldt zcretary
a'cc President'
ohn R. Koven,
Jack R.`Smitti
ATTEST:
Signature/T ile
Date:.
Zfircdevca rLsignamrepage
ABOOME'COUN-11Y RSSOUkCS
? ECOVSRY SYSTEMS INC.
885 LIS ^.2 i , Zlonsuillce; 1sU 15077
too
July 20, 2000
David,Klinsensmith,
City of-Carmel
211 _2"d,4venue 5':W,
Carmel, IN 46032
Dear,David;
As per. our: phone conversation of Wednesday, July-19, tlie`prices"for roil, otl_feomainer
service to=xhe City ?of.Carmel. are, as°Tollows
20-yard container containing *cleanfill,matetial, $255
20-yard.contamer containing dernolifion maier'ial $3?5
00-vard'container containin6 'dcmot1on'material $450
40-yard, container contain ng-demolitiowmaterial S-)75
These rates are aaiat•fee and allow`for retention of the ccntatner'fcra three-dav period.
When-a container is retainedAon!_?er°than threc,days; a container rental fee of per'6v is
eharaed.
*Cleanfill material-is,,described.as stone, brick, concrete; dart: asphalt, tree limbs; loss,
stumps, leaves, and.srass:clippines_
Ifyou'have any further questions; please-feel freento contact- me'ar(3l7) 969,r4223.
Sincerely,
C41 ? N
Jahn Bankert
EXHIBIT B,
Invoice
Date:
Name of Coinppny:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:.
Iriyoice;No:
Person Service Services Provided Hourly Hours. Total
Performing Date (Describe in .detail in one bate, Woe[ced
Service tenth hour units)
GRAND TOTAL
Signature
Printed Name.
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation &=DisabiEity Statutory Limits
Employer's Liability.
Bodily-Inj;ury,by Accident $100;000 each>accidenG
Bodily Injuryby,Diselse $SOO;000,policy"limif
?
'
Bodily Injury by Disease 00,000 each'employee
$1
Property -dam age„contractual liability,
products=completed operations:
General Aggregate Limit (other than
Products/Completed'.Operati'ons): $500,000
Products/Completed' Operations- $500,000
Personal'&: Advertising' Injury
Limit: $500,000
Each Occurrence, Limit' W0,000
Pirebamage (anyoncsrlre): 3 50;000
Medical ExpenseLimit
(any one person): S 5;000
Comprehensive Auto Liability
Owncd,'hired and non-owned each accident
Bodily Single Limit: $500,000
injury " and`propexty damage
Umbrella Excess-Liability
Each occurrence and aggregate $500,000
Maximum deductible $ 10,000