Ryden Arts/Eng/18,000/Range Line Road Corridor Roundabouts Sculpture ConceptKenneth G. Ryden d/b/a Ryden Arts
Engineering Department - 2017
Appropriation 112016 COIT Bond Fund, P.O. Ih 100220
Contract Not To Exceed $18,000.00
4
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
Kenneth G. Ryden d/b/a Ryden Arts ("Artist").
TERMS AND CONDITIONS
1.. ACKNOWLEDGMENT, ACCEPTANCE:
Artist 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 Artist using City budget
appropriation number 2016 COIT Bond Fund funds. Artist 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 Artist estimates that the total price for the Goods and Services to be provided to City hereunder shall
be no more than Eighteen Thousand Dollars ($18,000.00) (the "Estimate'). Artist 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 Artist for such Goods and Services within thirty-five
(35) days after the date of City's receipt of Artist's invoice detailing same, so long as and to the
extent such Goods and Services are not disputed, are in conformance with the specifications set
forth in Exhibit A, are submitted on an invoice that contains the information contained on attached
Exhibit B, and Artist has otherwise performed and satisfied all the terms and conditions of this
Agreement.
3.2 Artist agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Artist to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof,
4. WARRANTY:
Artist 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 Artist by City
and/or by Artist to and accepted by City, 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. Artist 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 Artist based upon City's stated
use and are fit and sufficient for their particular purpose.
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, Artist 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
IX\CanteadsWmLSM A Goads.S%%VEnSifc S1OMR7 den Arts Goads and Senior Fim1docAN120179;13 AMI
Kenneth G. Ryden d/b/a Ryden Arts
Engineering Department - 2017
Appropriation # 2016 CO1T Bond Fund, P.O. #: 100220
Contract Not To Exceed $18,000.00
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, Artist 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:
Artist 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 Artist 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 Artist's sole cost and expense.
8. DEFAULT:
In the event Artist: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Artist's warranties; (b) falls 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 Artist; and (2) exercise all other rights and
remedies available to City at law and/or in equity.
9. INDEMNIFICATION:
Artist 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 injury, death and/or damages to any
person or property arising from or in connection with Artist's provision of Goods and Services pursuant to or
under this Agreement or Artist's use of City property.
Artist 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 Artist and/or of any of Artist'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:
Artist agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Artist's performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Artist 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:
Artist 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. E -VERIFY: Deleted by agreement of the parties.
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2
Kenneth G. Ryden d/b/a Ryden Arts
Engineering Department - 2017
Appropriation # 2016 COIT Bond Fund, P.O. #: 100220
Contract Not 'ro Exceed $18,000.00
13. 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.
14. NON -ASSIGNMENT:
Artist 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.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Artist 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 Artist
under or pursuant to this Agreement
16. 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.
17. 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.
18. 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
One Civic Square
Carmel, Indiana 46032
If to Artist: Ryden Arts
13201 SR 32 W
Yorktown, IN 47396
ATTENTION: Kenneth Ryden
AND Douglas C. Haney,
Corporation Counsel
Department of Law
One Civic Square
Carmel, Indiana 46032
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow 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.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Artist, immediately terminate this Agreement for cause, in the event of a default hereunder by Artist
and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to
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Kenneth G. Ryden d/b/a Ryden Arts
Engineering Department - 2017
Appropriation # 2016 COLT Bond Fund, P.O. #: 100220
Contract Not To Exceed $18,000.00
be provided hereunder. In the event of such termination, Artist 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.
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Artist. In the
event of such termination, Artist 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.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
20. 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.
21. ADDITIONAL_ GOODS AND SERVICES
Artist understands and agrees that City may, from time to time, request Artist to provide additional goods and
services to City. When City desires additional goods and services from Artist, the City shall notify Artist 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 Artist'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 Artist, in writing, to provide
such additional goods and services, shall such goods and services be provided by Artist 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.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2017 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.
23. 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.
24. 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.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Artist.
26. IRAN CERTIFICATION:
Pursuant to I.C. § 5-22-16.5, the Artist shall certify that, in signing this document, it does not engage in
investment activities within the Country of Iran.
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Kenneth G. Ryden d/b/a Ryden Arts
Engineering Department - 2017
Appropriation if 2016 COIT Bond fund, P.O. It: 100220
Contract Not To Exceed $18,000.00
27. COPYRIGHT:
The Artist of the works and drawings produced under Phase 2 of this Agreement (collectively, the "Works"),
as described in more detail by Exhibit A, shall retain all copyright ownership in the Works. The City agrees to
never contest the copyrights of the Artist in the Works. It is understood that any photographic or other image,
including any derivative, of the Works may not be used for commercial purposes. If the City desires to use a
two-dimensional image of the Works for a commercial or non-commercial purpose, the City must submit a
written request to the Artist for approval prior to any such use. Non-commercial two-dimensional images of
the Works for media and promotional purposes will generally be permitted.
28. 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.
29. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Artist 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 govem and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
[remainder of page intentionally left blank]
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Appropriation ff 2016-00114 Bond Fund,_P.0. Ik 160220
Contract Not To.Exceed $18,000.00
IN WITNESS.4WHEREOF; the'parties hereto havemade and executed -this Agreement as follows:
CITY OF CARMEL, INDIANA KENNETH -G. RYDEN D/B1A
RYDEU ARTS
by and through`its Board of:Public
Works 'and Safety.
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James Brainard, Presiding Officer Authorized'Sianaturp
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Ryden Arts, Kenneth G. Ryden, Artist
Fee to Artist Kenneth G. Ryden for the following unique design concepts:
Phase 1. Overarching art and design concept(s) for the Range Line Road
corridor leading into the Carmel Arts and Design District linking the 116th Street
Roundabout, Carmel Drive Roundabout, Executive Drive Roundabout, City Center
Roundabout and the 4th Street Roundabout.
Phase 2. Unique custom sculpture proposals for each of the five mentioned
roundabouts correlating with the overarching concept(s) linking the 5 roundabouts
together.
Description: The overarching art and design concept(s) create a corridor effect
addressing Carmel's developing cultural footprint and supports the inclusion
of classically inspired artistically unique sculpture in the five Range Line Drive
Roundabouts listed.
Artist Kenneth G. Ryden authorizes the City of Carmel Indiana to own
and use in whole or in part the ideas presented in Phase I for the purpose of
addressing the Range Line Corridor leading into the Carmel Arts and Design
District.
The custom sculpture proposals in Phase 2 are compatable with the
overarching art and design concept(s) completed in Phase 1. The sculpture proposals
are Artist's Kenneth G. Ryden's intellectual property and represent sketches that t are
suggestions for sculpture that Carmel can enter into contract agreements with the
Kenneth G. Ryden to create.
Costs: Phase 1. $5,500.00
TOTAL:
PAYMENT INFORMATION.
Send payment to:
Ryden Arts, Kenneth G. Ryden, Artist
13201 SR 32 W
Yorktown, IN 47396
Phase 2, $2,500 X 5 =$1Z&0_0_-0&
$18,000.00
EXHi-EIT
EXHIBIT B
Invoice
Name of Company.
Address & Zip.
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Date:
Signature
Printed Name
Goods
Services
Person Providing
Goods/Services
Date
Goods/
Service
Provided
Goods/Services Provided
(Describe each good/service
separately and in detail)
Cost Per
Item
Hourly
Rate/
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Employer's Liability:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Property damage, contractual liability,
products -completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (any one fire):
Medical Expense Limit (any one person):
Statutory Limits
$100,000 each employee
$250,000 each accident
$500,000 policy limit
$500,000
$500,000
$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:
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000 each accident
$500,000 each accident
$500,000
$500,000
$ 10,000
v
Cty
� of Carmed
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
Page 1 of 1
PURCHASE ORDER NUMBER
E
FEDERAL EXCISE TAX EXEMPT
100220
ONE CIVIC SQUARE
35-6000972
THIS NUMBER MUST APPEAR ON INVOICES, AIP
CARMEL, INDIANA 46032-2584
VOUCHER, DELIVERY MEMO, PACKING SUPS,
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL -1997
SHIPPING LABELS AND ANY CORRESPONDENCE
PURCHASE ORDER DATE
DATE REQUIRED
REQUISITION NO.
VENDOR NO.
DESCRIPTION
2/28/2017
'371521
Project 17 -ENG -05; Contract Date 03.15.17
RYDERARTS
City Engineering's Office
VENDOR. 13201 ST. RD 32 WEST .
SHIP 1 Civic Square
TO Carmel, IN 46032-
YORKTOWN, IN 47396 -
Kate Lustig
PURCHASEID
BLANKET
CONTRACT
PAYMENT TERMS
FREIGHT
13198
QUANTITY
UNIT OF MEASURE:
DESCRIPTION
UNIT PRICE EXTENSION
Department 2200 - Fund: 0
Account: 94-650.04
1 Each
COIT Bond Fund
Range Line Road Corridor Sculpture Concepts
$18,000.00 $18,000.00
Sub Total $18,000.00
Skip Tennancour
American Structurepoint, Inc.
8425 Wicklow W aY
Brownsburg, IN 46112
2016 COIT Bond Yom'
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECTACCOUNT AMOUNT
PAYMENT $18,000.00
SHIPPING INSTRUCTIONS ' AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. 'NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
'SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBU GATED BALANCE IN
'C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER
'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945—�
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY
Jeremy Kashman Douglas Haney
TITLE Director Corporation Counsel
CONTROL NO. 100220 CLERK -TREASURER
E
�fi
$.; 7 1.') s r.:5 1 i -� i d is r r
Send Invoice To:
'
p
$18,000.00 $18,000.00
Sub Total $18,000.00
Skip Tennancour
American Structurepoint, Inc.
8425 Wicklow W aY
Brownsburg, IN 46112
2016 COIT Bond Yom'
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECTACCOUNT AMOUNT
PAYMENT $18,000.00
SHIPPING INSTRUCTIONS ' AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. 'NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
'SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBU GATED BALANCE IN
'C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER
'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945—�
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY
Jeremy Kashman Douglas Haney
TITLE Director Corporation Counsel
CONTROL NO. 100220 CLERK -TREASURER