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HomeMy WebLinkAboutTruGreen Limited Partnership/StreetCo-nitro c44+ 04. Ito .08. o I TruGreen Limited Partnership APPROVED, AS TO Street Department FORM By: 2008 Roundabout Maintenance Appropriation 42201-504.00: P.O. 417566 - $12,530.00 / P.O. 417540 - $61,825.00 Contract Not To Exceed $74.355.00 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 TruGreen Limited Partnership ("Vendor'). TERMS AND CONDITIONS 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 number 2201-504.00 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 Seventy-Four Thousand Three Hundred Fifty-Five Dollars ($74,355.00) (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 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 ofthis 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 by Vendor to and accepted by City pursuant to or as part of that certain City of Carmel Street Department Bid Proposal Package for "2008 Roundabout Maintenance" received by the City of Carmel Board of Public Works and Safety on or about March 5, 2008, 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. WEBv M, NnmeeVWmfmia?W Sti.ia35TREEN1gMTnipea ChMann EO[ J/I .216RA, 'TritGreen Limited Partnership Street Department '-2008 Roundabout Maintenance Appropriation #2201-504:00; P.O. #17566 _$921530.007 L'D-417540 -.$61;825:00 Contract Not To Exceed $74.355.00 TIME. AND PERFORMANCE: This Agreement shall become effective as of the last dateicn which a party.hereto executessame ("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; Vehdor,shall promptly'furnish to City', in such form and detail as City?may direct, a list of all.chemicals; materials, substances and items--used ih 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 thedelivery 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 ofthe Goods afid Services. LIENS: Vendor shall not cause or pe rnii the filing'gf.any_lien on any of City's property. In the event :any'such lien is filed and Vendor fail-s to remove such,llen,within ten (10) days after the;filing,.thereof, by payment or bonding, City shall have,the right .to.paysuch 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 Goodsand'Senrices as specified herein; (c) fails to make progress,so as t-o endangertimelyand 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,Cityspecifying 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•constituling an event of:defauit hereunder,;City shall have the right to (1) terminate all or any parts of this Agreement, without-liability to.Vendor, pnd (2) exercise all other rights and remedies available to City at Iawandfor 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 infthe State`of Indiana such insurance 'as is necessary'forthe,protection of City and Vendor--from all claims for damages under any workers' compensation, occupational disease and/or unemployment compensationi act; for bodily injuries- including, but'not limited to„personal injury, sickness; disease or death of or to any of Vendars'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 he 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 all liabilities, claims, demands. or expenses (including, but notlimited to reasonable attorney 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'lo or under-thisAgreement or `Vendor's use of City property. Ii ?EHasiM??oasas.TOfovcvl Snviai??mteii:?ne,irvna?CTuWaxn Gec.snrxwwE]E. YIA? 2 TruGreen Limited Partnership Street Department 2008 Roundabout Maintenance Appropriation.42201-504.00; ,P.O. 417566 - $12,530.00 / P.O.#17540 - $61.825.00 Contract Not To Exceed S74,355.00 i 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 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. 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 if 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. ,ZIE BssYM,flw,mml,\Pmltuiaml$NUt[SiNFtTVW9\imS,xn CA . tloc:LJRMM 236 PM1 3 TruGreen Limited Partnership Street Department 2008 Roundabout Maintenance Appropriation #2201-504.00: P.O. #17566 - $12.530.00 / P.O. #17540 - $61,825.00 Contract Not To Exceed $74,355.00 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 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 Carmel Street Department One Civic Square Carmel, Indiana 46032 ATTN: David Huffman, Director AND Douglas C. Haney Carmel City Attorney One Civic Square Carmel, Indiana 46032 If to Vendor: TruGreen Limited Partnership 11755 Technology Drive Fishers. Indiana 46038 Telephone: _ E-Mail: _ ATTENTION: Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be effective if given orally, as long as written notice is then provided asset forth hereihabove 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. JZtu Xj%WtwrtWfPmfmimal Smja Sn.ETSiMIN'1Trv,aCFemL?rnErcJ?)2tl18`:16PMI TruGreen Limited Partnership Street Department 2008 Roundabout Maintenance Appropriation 42201-504.00: P.O. #17566 - $12,530.00 / P.O. 417540 - $61,825.00 Contract Not To Exceed $74.355:00 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 it writing 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 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 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, 2008, 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. VE ?1? 0.-ivmemSAC(®mul Ynxef]TILtTZ00STrvp.? mcmLUndM frJ2igk 3'.b PMI TruGreen Limited Partnership Street Department 2008 Roundabout Maintenance Appropriation #2201-504.00; P.O. 917566 - $12.530.00 / P.O. #17540 - $61,825.00 Contract Not To Exceed $74.355.00 26. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and.supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety TRUGREEN LIMITED PARTNERSHIP By: By; Mary Anpar Mempr Date: V 6? Alpr es?•? f Lori S. Watson, Member Date: ATTEST: iana Cordray, IAMC C - rea rer_ / Date: '`f { //-zb X Printed NamL14 ?c4? &V - Title FIDMN: 3lr - 37 3 -& G 9 SSN if Sole Proprietor: Date: JZ'EB sMl% Daum-mtlAORU l$mi¢S?SIREET2MA\Tng,¢nCWNax'n4 -413PMR 2.36 PMT PART2 BID PROPOSAL 2.1 Base Bid The bid price shall be calculated on all chemicals and fertilizer treatment required by the Project, plus spreading of 787 yards of brown dyed enhanced hardwood mulch, plus 2 spraying treatments to control bagworm insects on affected trees and shrubs, plus all landscaped areas being fertilized at a minimum of 2 times per year, as well as all materials„ laborers and all other personnel and items needed to complete the Project in a timely and acceptable manner. The undersigned Bidder proposes to furnish all necessary labor, machinery, tools, apparatus, materials, equipment, service and all other necessary supplies, and to perform and fulfill all obligations incident the Project in strict accordance with and within the time(s) provided by the terms and conditions of the Contract Documents for the above described Project and Project work, 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 unitLuantities for such Contract Items, total '?? ??+iuF?rt0i x:F?iwNOud FiF? Five 4i+o Kf?ml Dollars ($ 7 5 S The Bidder acknowledges that evaluation of the lowest bid shal be based on such bid 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 and agrees that all Project work under the Contract shall be compensated for on a Unit Price basis and that the,OWNER and. ENGINEER cannot and does not guarantee the amount or quantity of any item of Project work to be performed onfumished under the Contract. "EXHIBIT „ Your Branch Info Here 2006 COMMERCIAL SERVICE AGREEMENT Property: City of Carmel Address: Round e.. bouts Citylst121p' 0 Contact: 0 Phone: 0 Email: 0 Bill To: Address, City'lsvzip' Contact: Phone: Fax: LAWN CARE. SERVICES TREE AND SHRUB CARE SERVICES TREATMENT DESCRIPTION COST" TREATMENT DESCRIPTION COST Early Spring Fertilization Hroedleaf.WeedConrrol Pre-Emergent TonCrabgrass,Confrot Round -l or Round 7, Hor600ture. Oil(Insect Control (Spring) Horticulture. OlVlnsectControl (Fail), $ - - Cate Spring Ferlilizetieh. Broadleaf Weed Control Round2 Fertilization Root Zone 1760112ation $ 1',200.00 Early Summer Fertilization BroadleafWeed Control . Round3 Insect Control DiseaseCnntrol $ 1,200.00 Late Summer Fertilization Broadleaf Weed Control Round A Insect Control Disease' Control $ 1,200.00 Early Fell Fertilization Broadleaf Weed Control Round b Insect Control Disease Control $ - Lata Fall Fertilization. Broadleaf Weed Control Round;6 Fertilization RootZono Fertilization $ -1.,200:00 ANNUAL LAWN CARE COST $ - ANNUAL,TREE & SHRUB CARE COST _$ 4,800:00 BENEFI CIAL LAWN'5ERVICES COST' PROPERTY MAINTENANCE SERVICES COST Grub Control $ - Mulch and Bad Edge.and FaIl Turn $3900 00 Vegetation Control U'Applicatione $ - BedWoed Control_ gApplications ,$14,000.00 ABrationlOverseed -Single Pre Emergants in Mulch beds: Spring and. Fall , .$ 2;90000 AerafiorilOverseed - Double- $ - SummecPlowars • Wave Petunias '$ - Aeration - Single -_$ - Fall Flowers= Mums $ - Aeration- Double $ - Watering U Waterings $ - Flight Control 0Applications ' $ - Clean Up- Sp1rig.-Grassdisand Leaves' $ 4;375,00 MOWING ANNUAL COST CleanUp - Fall - Perennials, Leaves; Trash $ .2,800:.00 Price Per Mow: $0.00 f" of Mows: 28 $ - Pruning-'Spring; $ 3;240'.00 Herd Edge -$0.00 # of Edge: 0 $ Pruning.- Fall $ 3;240:00 ANNUAL BENEFICIAL SERVICES AND MOWING CO $ - ANNUAL BENEFICIAL SERVICES cos $,69;555:00 TOTAL SALES TAX 6.6% `$ - TOTAL-SALES TAX 6:6% TOTAL ANNUAL LAWN CARE SERVICE;COS ,$. - TOTAL-,ANNUAL'TREE &-SHRUB CARE SERVICE CO $74;355.00 Comments: For multi year and to lock in the price Initial by the,year below' -; TOTAL ANNUAL ,SERVICE 'COST $74;355;00 3,1612008 AUTHORIZED SIGNATURE DATE our Name, Mere DATE Commercial Account Manager TITLE By signing] acknowledge' that I have agreedkto the accompanying "Terms and Conditions."' Brench Managei DATE "EXHIBIT ? ?'