MR Service Inc. Co/StreetStreet Dept - 2004 Lawn Maint. Hazel Dell Parkway & Pennsylvania Parkway
Appropriation #504 P.O.#8212
Contract Not To Exceed $70,950.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
~PPROVED AS TO FORM
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 MR Service Inc ("Vendor").
TERMS AND CONDITIONS
ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its
execution of it constitutes its acceptance of all of the Agreement's terms and conditions.
PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using
City budget appropriation number 504 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.
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 Thousand Nine Hundred Fifty Dollars
($70,950.00) (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 and 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.
WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement wilLcogform
to the specifications, samples and/or descriptions thereof furnished to Vendor by City and/b~ 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. 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.
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
MR Service Inc. Company
Street Dept - 2004 Lawn Maint. Hazel Dell Parkway & Pennsylvania Parkway
Appropriation #504 P.O.#8212
Contract Not To Exceed $70,950.00
manner. Time is of the essence of this Agreement.
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 is a part of the Goods and Services.
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 (I0) 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.
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 fights and remedies
available to City at law and/or in equity.
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 and/or 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 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 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 and/or of any of Vendor's agents, officers, employees,
MR Service Inc. Company
Street Dept - 2004 Lawn Maint. Hazel Deli Parkway & Pennsylvania Parkway
Appropriation #504 P.O.#8212
Contract Not To Exceed $70,950.00
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, roles, 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.
13.
14.
15.
16.
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.
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.
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.
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 law 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.
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
MR Service Inc. Company
Street Dept - 2004 Lawn Maint. Hazel Dell Parkway & Pennsylvania Parkway
Appropriation #504 P.O.#8212
Contract Not To Exceed $70,950.00
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
One Civic Square
Carmel, Indiana 46032
ATTN: David Kligensmith, Director, Street Dept.
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor:
MR Service, Inc.
5825 E 1000 N
Pittsboro, IN 46167
ATTN: Michael Rohlman, President
Notwithstanding the above, notice of termination under paragraph 18 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.
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.
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.
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.
MR Service Inc. Company
Street Dept - 2004 Lawn Maint. Hazel Dell Parkway & Pennsylvania Parkway
Appropriation #504 P.O.#8212
Contract Not To Exceed $70,950.00
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 fol' 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,
2004, 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, parmers, 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.
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 identified herein, and those
documents contained or identified in that certain Bid and .Proposal Package for that City project
entitled "Hazel Dell Parkway & Pennsylvania Parkway Lawn Maintenance", which are
incorporated herein by this reference, constitute 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.
MR Service Inc. Company
Street Dept - 2004 Lawn Maint. Hazel Dell Parkway & Pennsylvania Parkway
Appropriation #504 P.O.#8212
Contract Not To Exceed $70,950.00
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
James Brainard, Presiding Officer
7-t
~:~ Cor~ay¢I~ff,~ - /
MR SERVI CE, INC.
At~hori~ed Sitgnatur~ -
Printed Name
Title
SSN if Sole Proprietor:
Date:
BIDDER'S ITEMIZEr} PROPOSAl,
AND DECLARATIONS
City of Carmel~ Indiana
£nstructions To Bidders:
This form shall be utilized by all Bidders. Except as otherwise specifically provided, all ]>arts
shall be fully and accurately completed and notarized.
Project:
Hazel Dell Parkway & Pennsylvania Parkway Landscape
Maintenance
(Mowing & Trimming & Other MainteuancO
Proposal For Construction of:
Date: 7,_- ~'~ - o4
To:
To provide ground care and maintenance for the Rights-of-
Way, landscape easements and medians of Hazel Dell
Parkway from 96a' Street to 146e~ Street and Pennsylvania
Parlova) front 106a~ Street to 116tn Street in the City of
Carmel itt Hamilton Country, Indiana. Such Project work
includes mowing and trimming of turf~ laying
approximately 300 cubic yards of hardwood mulch, the
pickup and removal of litter, fertilization, herbicide
application~ chemical control of bagworm insects on trees
and shrubs, and the control of weeds within turf and
mulched areas along Hazel Dell Parkway and
Pennsylvania Parkway. Labor, material and equipment
will be supplied by CONTRACTOR. CONTRACTOR shall
be responsible for the timely and acceptable perfortnance
of all work necessary to accomplish the Project described
herein° The same rate of pay shall be used for both
Parkways. The Project work shall be performed in two
consecutive days, barriug inclement weather.
City of Carmel, Indiana, Board of Public Works and Safety
BID-1
PART 1
BIDDER INFORMATION
(Print)
1.1 Bidder Name:
1.2 Bidder Address:
1.3
1.4
Street Address: 5~u-~ ~
City: ?~:~%~; ~ State:·
Phone: B ~ ~ ~,~- ~.& '~ o~, Fax:
Zip Code:
Bidder is a/an [mark one]
Individual
· Foreign (Out of State)
Corporation
__ Partnership 'X/ Indiana Corporation
State Indiana L.L.C.
__ Joint Venture Other
[The following must be answered if the Bidder or any of its partners or joint venture
parties is a foreign corporation. Note: To do business in or with the City of Carmel,
Indiana, foreign corporations must register with the Secretary of the State of Indiana as
required by the Indiana's General Corporation Act. See Indiana Attorney General's
Opinion #2, dated January 23, 1958.]
.1 Corporation Name:
.2 Address:
.3 Date registered with State of Indiana:
.4 Indiana Registered Agent:
Name:
Address:
BID-2
_~ART 2
BID PROPOSAL
2.1 Base Bid
The bid price shall be calculated on 28 mowings, plus all chemicals and fertilizer
treatment requ/red by the Project~ plus 300 yards of shredded hardwood mulch to put
around trees and roundabouts in the Project area, plus 3 spraying treatments to control
bagworm insects on affected trees and shrubs, as well as all materials, laborers and ail
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 supphes, and to perform
and fulfill all obligations incident the Project in strict accordance with and within the
time(s) prov/ded by the terms and conditions of the Contract Documents for the above
described Project and Project work, including any and al/addenda thereto, for the Unit
Prices applicable to the Contract Items as stated in Part 3 hereof, which Unit Prices, when
multiphed by estimated unit quantities for such Contract Items, total. ~.~ '.5 -~,e~,~
- ': -- ~ '~ ~ ~-~ Dollars ($_~C.~ ~C', ~,x_ ).
The B~dder acknowledges that evaluation of the lowest bid shall be based on such bid
price and further acknowledges that the unit quantities listed in Part 3 o£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 Pr/ce basis and that the
OWNER and ENGINEER cannot and do not guarantee the amount or quantity of any
item o£Project work to be performed or furnished under the Contract.
BID-3
PART 3
EXCEPTIONS
Instructions To Bidders:
3.1 The Bidder shall fully state each exception taken to the Specifications and/or other
Contract Documents.
3.2 Bidder is cautioned that any exception taken by Bidder and deemed by OWNER to be a
material qualification or variance from the terms of the Contract Documents may result
in this Bid being rejected as non-responsive.
3.3 Exceptions:
BID-4
4.1
PART 4
FINANCIAL STATEMENT
The attachment of a Bidder's financial statement is mandatory. Any Bid submitted
without an acceptable financial statement shall thereby be rendered invalid. The financial
statement provided heretounder, be deemed "acceptable" by Owner, must be specific
enough in detail so that Owner can make a proper determination of Bidder's capability for
completing the Work/Project, if awarded~ and must contain the information requested on
State Board of Accounts Form #96, entitled "Contractors Bid for Public Works"
BID-5
5.1
5.2
PART S
ADDITIONAL DECLARATIONS
Bidder certifies for itself and for all of its subcontractors, employees and agents that all
existing laws of the United States and the State of Indiana prohibiting the discrimination
against any employee or applicant for employment or subcontract work in the
performance of the Work conten~plated by the Contract with respect to hire, tenure,
terms, conditions, or privileges of employment or any matter directly or indirectly related
to employment or subcontracting because of race, rehgion, color, sex, handicap, national
origin, ancestry, age, disabled veteran status or Vietnam era veteran status will be strictly
followed. The Owner reserves the right to collect a penalty as provided in IC 5-16-6-1 for
any person discriminated against.
Bidder certifies that it has thoroughly examined the site of the Project/Work and informed
itself fully regarding all conditions under which it will be obligated to operate and that in
any way affect the Work, and knows, understands and accepts the existing site conditions.
Bidder farther certifies that it has thoroughly reviewed the Contract Documents, including
all Addenda thereto, and has had the oppormrfity to ask questions, obtain legal counsel
and receive all necessary clarifications concerning same, prior to executing the Contract
Documents, or any of them.
BID-6
PART 6
NON-COLLUSION AFFIDAVIT
The individual(s) executing this Bid Proposal, being first duly sworn, upon their oath, now
depose and state that the Bidder has not directly or indirectly entered into a combination,
collusion, undertaking or agreement with any other Bidder or person (i) relative to the price(s)
proposed herein or to be bid by another person, or (ii) to prevent any person from bidding, or (iff)
to induce a person to refrain from bidding; and that this Bid Proposal is made and submitted by
Bidder without reference to any other bids and without agreement, understanding or combination,
either directly or indirectly, in any way or manner whatsoever, with any person or persons
regarding or with reference to such bidding or Bid Proposal.
PART 7
SIGNATURES
[Signature by or on behalf of the Bidder in the spaces provided below shall constitute execution
of each and every part of this Itemized Proposal and Declarations document. SIGNATURE
MUST BE PROPERLY NO TARIZED.J
Title:
STATE OF
Jmp. ortant - Notary Signature and Seal Required in the Space Below
SS:
Subscribed ~d swo~l to before me this f ~' day of ~O~g~x'~'t~;='~,'bT.)~ ,20 ,~*~'.
My con~ission expires: 0 ~'. ~?;~k" (Si~ed) ,~.~,~r..~,b
Residing in ComW, State of
BD-7
BID BOND
City of Carmel
Instructions To Bidders
Bidders may use this form or another form containing the same material conditions and
provisions as approved in advance by O WNER/Obligee.
Bidder/Surety must attach a signed, certified and effective dated copy of the Power of Attorney or
Attorney-In-Fact establishing the authority of the person(s) signing this Bid Bond on behalf of the
Surety.
Surety company executing this bond shall appear on the most current list of "Surety Companies
Acceptable on Federal Bonds," as specified in the U.S. Treasury Department Circular 570, as
amende& and be authorized to transact business in the State of Indiana.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
"Bidder":
[Name]
[Address]
"Surety":
a corporation chartered and
of Indiana,
existing under the laws of the State of
, and authorized to do business in the State
are held and firmly bound unto the City of Carmel, Indiana ("Obligee") in the full and just sum
equal to Five percent ~%) of the price stated in the Bid Proposal described in Part 2, including
accepted alternates, if any, to be paid upon demand of the Obligee, together with interest at the
maximum legal rate from date of demand and any attorney fees and court costs incurred by
Obligee to enforce this instrument, to wh/ch payment well and truly to be made we bind
ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally and
thinly by these presents. Five percent (5%) of the price stated in the Bid Proposal is
WHEREAS, the Obligee has solicited Bids for certain Work for or in furtherance of construct/on
of public improvements described generally as
Hazel Dell Parkway & Pennsylvania Parlovay Landscape Maiutenance (Mowiug & Trimming
& Other Maintenance)
pursuant to plans, specifications and other "Contract Documents" included as parts of and
designated by such solicitation; and
BB-1
WHEREAS, the Bidder has submitted to the Obligee a Bid Proposal to perform such Work.
NOW THEREFORE: The conditions of th/s obligation are such that if the Bid Proposal be
accepted, with or w/thout conditions, the Bidder shall within such time thereafter as prescribed by
the Contract Documents (i) fulfill all conditions of such award that remain to be fulfilled, (ii)
execute a Contract in accordance with the Bid Proposal and in the form and manner required by
the Contract Documents, and (ii/) thereafter provide all bonds, and all other documentation
required by the Contract Documents to be delivered to Obligee prior to commencing Work,
including vn2hout liruitation a sufficient and satisfactory Performance Bond and Payment Bond
payable to Obligee, each in an amount of one hundred percent (100%) of the total Contract price
as awarded and fix form and with surety satisfactory to said Obligee, then this obl/gation to be
void; otherwise to be and remain fix full force and virtue fix law, a~d the Surety shall, upon failure
of the Bidder to comply with any or all of the foregofixg requirements within the time specified
above and as prescribed by the Contract Documents, immediately pay to the Obligee, upon
demand, the amount hereof, fix good and lawful money of the United States of America, not as a
penalty, but as liquidated damages.
IN TESTIMONY THEREOF, the Bidder and Surety have caused this instrument to be duly
signed and sealed this day of ,20__.
This Bid Bond shall bind the undersigned Surety whether or not it is also signed by the Bidder.
By: ~,,~-,~ ~.,k,..~.-~,lvae~'[~--~ By:
Phnted: f~.~,~.k~- '~.o b.k~-~,\~) Printed:
Countersigned:
BB-2