Bayliss & Co. LLC/Eng/360,000/Art Installation – Roses Bayliss&Co.,LLC
Engineering Department-2018
Appropriation#2016 COIT Bond Fund P.O.#: 102088 siee
fil
Contract Not To Exceed$360,000.00 "
AGREEMENT OR F SALE OF WORK OF ART
THIS AGREEMENT FOR SALE OF WORK OF ART ("Agreement') is hereby entered into by and between
the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (the "Collector"), and Bayliss
& Co., LLC.
WHEREAS, Bayliss & Co., LLC. is the exclusive representative for the works of Bayliss & Co., LLC (the
"Artist"), for the purpose of exhibition and sale of the Artist's works.
WHEREAS, the Artist has created (or will create) the Work of Art entitled "Roses" (the 'Work"). The Work is
described in greater detail in Exhibit A, which is attached hereto and is incorporated herein by this reference.
NOW THEREFORE the parties agree as follows:
1. ACKNOWLEDGMENT, ACCEPTANCE:
Bayliss & Co., LLC 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:
Bayliss & Co., LLC agrees to sell and the Collector agrees to purchase the Work for a total purchase price of
Three Hundred Sixty Thousand Dollars ($360,000.00) (the "Purchase Price"). The Purchase Price includes
the Work and shipping costs. Bayliss & Co., LLC shall pack and arrange pickup and delivery of the
completed Work to the Installation Site (the "Site") as specified by the Collector. The Collector shall assume
ownership and liability for the Work once it is packed aboard its transport vehicle. The Collector shall be
responsible for the cost of delivery and installation of the Work. The Artist shall coordinate with the Collector
to prepare the Site for installation. The Collector shall use its best efforts to secure the Site and protect the
public during installation of the Work. The Collector will use City of Carmel budget appropriation number
2016 COIT Bond funds to pay the Purchase Price.
3. PRICE AND PAYMENT TERMS:
3.1 Bayliss & Co., LLC shall submit an invoice for the Purchase Price of the Work to Collector. Collector
shall pay Bayliss & Co., LLC the Purchase Price of the Work within thirty (30) days of the execution
of this Agreement, so long as and to the extent such Work is not disputed, is in conformance with the
specifications set forth in Exhibit A, and Brad Howe has otherwise performed and satisfied all the
terms and conditions of this Agreement.
3.2 Bayliss & Co., LLC agrees not to provide any goods and services to Collector that would cause the
total cost of the Work provided by Bayliss & Co., LLC to Collector hereunder to exceed the Purchase
Price, unless Collector has previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Bayliss &Co., LLC expressly warrants that the Work will conform to those certain specifications, descriptions
and/or quotations regarding same as were provided to Bayliss & Co., LLC by Collector and/or by Bayliss &
Co., LLC to and accepted by Collector, all of which documents are incorporated herein by reference, and that
the Work will be delivered in a timely, good and workmanlike manner and free from defect. Bayliss & Co.,
LLC acknowledges that it knows of Collector's intended use and expressly warrants that the Work provided
to Collector pursuant to this Agreement has been selected by Bayliss & Co., LLC based upon Collector's
stated use and are fit and sufficient for their particular purpose.
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Bayliss&Co.,LLC
Engineering Department-2018
Appropriation#2016 COIT Bond Fund P.O.#: 102088
Contract Not To Exceed$360,000.00
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. COPYRIGHT:
The Artist, Bayliss & Co., LLC, and/or their successor(s), heir(s), and or assign(s) is/are the copyright
owner(s) of the Work and shall retain all copyright ownership in the Work. The Collector agrees to never
contest the copyrights of the Artist, Bayliss & Co., LLC, and/or their successor(s), heir(s), and/or assign(s) in
the Work. It is understood that any photographic or other image, including any derivative, of the Work may
not be used for commercial purposes. If the Collector desires to use a two-dimensional image of the Work
for a commercial or non-commercial purpose, the Collector must submit a written request to Bayliss & Co.,
LLC for approval prior to any such use. Non-commercial two-dimensional images of the Work for media and
promotional purposes will generally be permitted.
7. DEFAULT:
In the event Bayliss & Co., LLC: (a) repudiates, breaches or defaults under any of the terms or conditions of
this Agreement, including Bayliss & Co., LLC'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 Collector 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, Collector
shall have the right to (1) terminate all or any parts of this Agreement, without liability to Bayliss & Co., LLC;
and (2)exercise all other rights and remedies available to Collector at law and/or in equity.
8. INDEMNIFICATION:
Bayliss & Co., LLC shall indemnify and hold harmless Collector 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 the sale and/or exhibition of the Work
under this Agreement.
Bayliss & Co., LLC further agrees to indemnify, defend and hold harmless Collector 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.
9. 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
Collector 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.
10. 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.
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Bayliss &Co.,LLC
Engineering Department-2018
Appropriation#2016 COTT Bond Fund P.O.#: 102088
Contract Not To Exceed$360,000.00
11. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Bayliss & Co.,
LLC nor any of its officers, employees, contractors, subcontractors and agents are employees of Collector.
The Purchase Price set forth herein shall be the full and maximum compensation and monies required of
Collector to be paid to Bayliss & Co., LLC under or pursuant to this Agreement
12. 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.
13. 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.
14. 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 Collector: Collector of Carmel AND Douglas C. Haney,
One Civic Square Corporation Counsel
Carmel, Indiana 46032 Department of Law
One Civic Square
Carmel, Indiana 46032
If to Bayliss &Co., LLC: Bayliss &Co., LLC
415 Davis Drive
Anderson, IN 46011-2274
ATTENTION: Arlon Bayliss
Notwithstanding the above, notice of termination under paragraph 15 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.
15. TERMINATION:
Notwithstanding anything to the contrary contained in this Agreement, Collector may, upon notice to Bayliss
&Co., LLC, immediately terminate this Agreement for cause, in the event of a default hereunder by Bayliss &
Co., LLC 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, Bayliss & Co., LLC shall be entitled to receive only
payment for work completed as of the date of termination, except that such payment amount shall not
exceed the Purchase Price, unless the parties have previously agreed in writing to a greater amount.
16. UNAUTHORIZED ALIENS:
By signing this agreement, Bayliss & Co., LLC certifies and represents that it does not knowingly employ
unauthorized aliens.
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Bayliss&Co.,LLC
Engineering Department-2018
Appropriation#2016 COIT Bond Fund P.O.#: 102088
Contract Not To Exceed$360,000.00
17. 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.
18. 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.
19. 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.
20. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than Collector and Bayliss & Co., LLC
21. IRAN CERTIFICATION:
Pursuant to I.C. § 5-22-16.5, Bayliss & Co., LLC shall certify that, in signing this document, it does not
engage in investment activities within the Country of Iran.
22. 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.
23. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Bayliss & Co., LLC and Collector 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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Bayliss&Co.,LLC.'
Engineering Department - 2018
Appropriation It 2016 COIL•Bond Fund P.O. k: I112088
Contract Not To Exceed ti360,000.0)
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
COLLECTOR OF CARMEL, INDIANA BAYLISS &CO., LLC
by and through its Board of Public
Works and Safety
By: By:
✓x�c.
mes Brainard, Presiding Officer oie44
Authorized Signatur
ate: >/ — 20 V
Printed Name
Mary A Burke, Mem e
Date: — Uw4 - (USS 1-GC AC.
Title
Lori S. W son e ber FID/TIN:
Date: 6 b n
Last Four of SSN if Sole Proprietor: g
A S :
Date: (l(a l (?
pristine S. Paul , CI rk rea urer
Date: f/JZIl
5
bayliss cs, co.
415 davis drive
anderson, IN
48011-2274
aaby!iss@anionbav!rss con-
Two Sculptures for the City of Carmel
It is my pleasure to present quotations (see attached)for two roundabout sculptures for the City of
Carmel.
Summary
Homage to Hoaqy Carmichael at 3rd Avenue SW and City Center Drive
After careful review and discussions with our fabricator, BoMar Industries,we are able to quote the
following:
Homage to Hoagy sculpture,delivery and installation: 323,000
Cast concrete pedestal/base
(with veneered stone face)
and footing/foundation: 62,617
4 kiosks to compliment sculpture: 25,500
Costs associated with music etc: (see detail) 24,050
Preparation of site and power supply to site: Others
TOTAL: $435,167
Rose Theme Sculpture at N.Pennsylvania and Old Meridian Street - E N C-,- 3
Also after careful review and discussions with our fabricator, BoMar Industries,we are able to quote the
following:
Roses sculpture,delivery and installation: 323,000
Footing/foundation: 37,000
Preparation of site and power supply to site: Others
TOTAL: $360,000
CKAyt_c51.4,26.;
November 7,2018
Exhibit
IL-'etV G - l%
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Tr
.4.7„. 4,,-,i ..,,,, 4.,.. , :4 _- ,.,.
t
At....i; IC
'4 . tiv 1 a Beacon Bloom Roundabout Sculpture-detail
City of Carmel,Indiana,USA
City of Carmel Arlon Bayliss-Owner
City Hall Bayliss&Co.LLC
Bayliss & Co. Ile I Civic Square 415 Davis Drive
Carmel,IN 46032 Anderson,IN 460 1 1-2274
PROJECT TITLE:Artwork for Roundabout at N.Pennsylvania and Old Meridian Street.
PROJECT DESC :Sculpture based on theme of Roses
..._.. •:DESCRI - _, COST
Quote#2572 November 7,2018
Line 1:Sculpture
EMAIL • As per supplied drawings and model
bayllss,Jar ionbayiiss.com •Artwork includes integrated lighting,delivery and installation
•Artist coordination with landscape architect re:planting design etc. 325,000
'cavi'sscp17 Line2: Footing/Foundation
• 3 piers for footing with conduit for electrical
• Excavation,backfill,reinforced concrete core,finish grade
and installation
• Electrical supply to site and landscaping by others 37,000
Design fee
• @ 50%of$4,000 (paid)
-2,000
Total $360,000 00
$360,000.00
Quote offered by:
6\ —
Arlon Bayliss-Owner
Special Note:Due to the Miscellaneous Tariff Bill Act of 2018,the pricing of metals is currently in flux.As a temporary measure Bayliss&Co.is
only able to guarantee quoted materials pricing for 24 hours.If placing an order over 24 hours after receipt of this quote,please contact Bayliss&
Co.to confirm materials pricing.Thank you for your understanding of these unforeseen circumstances.Bayliss&Co.anticipates returning to our
standard 30 day quote terms once the market stabilizes.
Payment terms are to be COD until Bayliss&Co.account is set up and approved.Please refer to this quote number when ordering.Above pricing
does not include shipping or applicable sales taxes unless stated otherwise.
Exhibit iii
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
INSURANCE COVERAGES
Worker's Compensation&Disability Statutory Limits
Employer's Liability:
Bodily Injury by Accident/Disease: $100,000 each employee
Bodily Injury by Accident/Disease: $250,000 each accident
Bodily Injury by Accident/Disease: $500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit(other than
Products/Completed Operations): $500,000
Products/Completed Operations: $500,000
Personal &Advertising Injury
Policy Limit: $500,000
Each Occurrence Limit: $250,000
Fire Damage(any one fire): $250,000
Medical Expense Limit(any one person): $ 50,000
Comprehensive Auto Liability(owned,hired and non-owned)
Bodily Single Limit: $500,000 each accident
Injury and property damage: $500,000 each accident
Policy Limit: $500,000
Umbrella Excess Liability
Each occurrence and aggregate: $500,000
Maximum deductible: $ 10,000
bayliss & co.
415 davis drive
anderson, IN
46011-2274
aabayliss@arlonbayliss.com
November 5, 2018
To: City of Carmel, Indiana
Verification: Employer/Employee
I hereby verify that Bayliss & Co. LLC does not have any full time or part time employees
Sincerely,
CteAyt_c5net ...,,
Arlon Bayliss-Principal,Bayliss&Co.
INDIANA RETAIL TAX EXEMPT Page 1 of 1
City ®f Carmel ]CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER
FEDERAL EXCISE TAX EXEMPT 1 02088
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
11/9/2018 372450 Project 16-ENG-13;Contract Date 11.21.18
BAYLISS&CO. LLC City Engineering's Office
VENDOR 415 DAVIS DRIVE SHIP 1 Civic Square
TO Carmel, IN 46032-
ANDERSON, IN 46011--2274 Kate Lustig
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
30844
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Department: 2200 Fund: 0 COIT Bond Fund
Account: 44-628.71
1 Each Artwork for Roundabouts-Roses-N. Pennsylvania Street $360,000.00 $360,000.00
and Old Meridian
Sub Total $360,000.00
O9 05 CI— leA0N.
ie\.\\
(7(7--
--- ii-
Is a Bel low .
Send Invoice To:
City Engineering's Office
Kate Lustig
1 Civic Square 4r
IV
Carmel, IN 46032- " D I /14,0:r!"--
PLEASE INVOICE IN DUPLICATE
DEPARTMENT I ACCOUNT I — PROJECT PROJECT ACCOUNT L AMOUNT
PAYMENT $360,000.00
SHIPPING INSTRUCTIONS *A/P 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 UNOBLIGATED 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 194E cs.-J+�,t.-0
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY --- --
Jeremy Kashman James Crider
TITLE Director Administration
CONTROL NO. 1 02088 CLERK-TREASURER