Engledow, Inc./Engr.
E1Ig/edow, Inc.
Engineering Dept. 2007 -116'h St. Landscaping Project [College - Rangeline)
Appropriation #22OO.446240t; P. O. #15966 .
Contract Not To Exceed $237,864.85 .
APPRO\' .
FORA1.Y~ 10
-
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreemenf) 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 .
Engiedow, Inc. ("Vendo(l
TERMS AND CONDITIONS
1. 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 Agreemenfs terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods andlor services (the "Goods and Services") from Vendor using City
budget appropriation number 2200-4462401 funds. Vendor agrees to provide the Goods and Services and to
otherwise perform ihe requirements of this Agreement by applying at all times the highest technical and
industry standards. .
3. PRICE AND PAYMENTTERMS: .
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Two Hundred Thirty-Seven Thousand Eight Hundred Sixty-Four Dollars and
. Eighty-Five Cents ($237,864.85) (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 specnications 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.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those
certain specifications, descripiions andlor quotations regarding same as were provided to Vendor by City
andlorsubmitted by Vendor to and accepted by City pursuant to or as part of that certain City of Carmel
Engineering Department Bid Proposal Package for "116111 Street Landscaping From College Avenue To
Rangeline Road" received by the City of Carmel Board of Public Works and Safety on or about November 1 ,
2006, all of which documents are incorporated herein by reference, and that the Goods and Services will be
delivered i~ 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 seiected by Vendor based upon City's stated use and are fit and sufficient for
. their particular purpose. City's stated use and are fit and sufficient for their particular purpose.
[Z:'ZB&alMyDacwllallN'tol'alioul~OO7\I!NlJI..EOOWo.u07.doc:1ISI1OO711'IOAM] 1
;
ElIgledow, Inc. .
Engineering Dept. 2007 -116'h 51. Landscaping Project {College - Rangeline]
Appropriation #2200-4462401; P. O. #15986
Contract Not To Exceed $237,864.85
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, 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
fumish 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:
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 (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.
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 Goods and Services as specnied 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 rights
and remedies available to City at law and/or 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 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 Iimitei;l 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'
attomey 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
{Z:\I!:8ul'MY~lIIllmts\ProCc:AlQllSemc.el\ENG1NEElRlNOU007\BNGLEDOWO.tS rt1.doc:l/Yl00111:IOAM] 2
E~gledoW, Inc.
Engineering Dept. 2007 -jjf1h 51. Landscaping Project {College - Rangeline}
Appropriation #2200-4462401; P. O. #t5966
Contract Not To Exceed $237,864.85
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,
attomey fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's
agerits, 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 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. 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 consmute 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 collaterai 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, ~mployees, 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 govemed 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. .
[Z;\BJbstMyDoc:umcau~!IaYicctaJ~~uroowG.sOJ.dDc:lN2007I\:IOAM] 3
. E"gledow, Inc.
Engineering Dept. 2007 -111Jl1t St. Landscaping Project [College - Rangeline]
Appropriation #2200-4462401; P. O. #15988
Contract Not To Exceed $237,884.85
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, retum 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: Michael McBride, City Engineer
Douglas C. Haney, City Attomey
Department of Law .
. One Civic Square
Carmel, Indiana 46032
If to Vendor:
Engledow,lnc.
1100 East 1161t1 Street
Carmel, Indiana 46032
ATTN: James L. Engledow
Notwithstanding the above, notice of termination under paragraph 18 herein below 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 onli 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.
[Z;\I!Bar.MyDacamcau'J'ro&:maaal~OO'N!NG1.EDOWGas 117.lkle:lISI200'711:IOAW} 4
;
Engledow, Inc.
Engineering Dept. 2007 -116fh St. Landscaping Project [College - I'/ilngeiine]
Appropriation #2200-4482401; P. O. #15966 ..
Contract Not To Exceed $237,864.85
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. .
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-additionalogoods arid -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 Vendors 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
he~einabove, this Agreement shall be in effect from the Effective Date through December 31,2007, 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.
[Z:'S a.toMy [)Dc:amcau\ProbllaaI18crYifa'oJ!NGINEBllING'.:zOO7\ENClUoaw o.u rtl.dlx:11S/lOO7ll:10 AM] 5
Ellgledow. Inc.
Engineering Dept. 2007 -11 (i1h St. Landscaping Project {College - Rangeline]
Appropriation #2200-4462401; P. O. #15966. .
Contract Not To Exceed $237,664.85
26. ENTIRE AGREEMENT:'
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire.
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. NotWithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govem and prevail. This
Agreement may only be modified by written amendment executed by both parties hereto, or their successors
in .interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safely
na Cordray, IAMC, k-Treasurer.
Date: . I-I O"O/)
/
. ..
- 0"- _ _ _
ENGLEDOW; INC.
~ L (!C~
A orized Sign~e..-r;
5@l~S L. btl)JotU
Printed Name
_~('t9~cW
Title
FIDfTlN: 35- I DIolt8 IS-
. SSN if Sole Proprietor:
Date: . '/8(0 i
.
{Z:~~YDo=mmu'lfor.iaul~~GLEDOWOU07.dcc:lJ5fJ00111:IOAM] 6
PART 2
BID PROPOSAL
2.1
Base Bid
The undersigned Bidder proposes to furnish all necessary labor, machinery, tools,
apparatus, materials, equipment, service and other necessary supplies, and to perform and
fulfill all obligations incident thereto in strict accordance with and within the time(s)
provided by the terms and conditions of the Contract Documents for the above described
Work and Project, including any and all addenda thereto, for the Unit Prices applicable to
the Contract Items as stated in Part J hereof, which Unit Prices, when J;llultiplied by .
estimated unit quantities for such Contract Items, total TwCl \o\\ln4rca ~"ThifT1 c::-.~ ~...o.r>O
e\~n~ \\I.u'l\~ *Si~ ~r-:, ~"'hO(\ Dollars' ($ 237,864.85 ). The
. Bidder acknowledges that evaluation of the lowest Bid shall be b8sed on such price and
. . ,.-cfurther,acknowledges,that,the,unit'quantities'listed'in~PartoJ70fthis~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 that all' Work which may result on
the Conqact shall be compensated for on a Unit Price basis and that the OWNER and
ENGINEER cannot and do not guarantee the amount or quantity of any item of Work to
be performed or .furnished under the Contract.
----
.. .
"EXHIBIT
* \ (//
"
BID-J
~~+.~~~.
'- ._.~-_.
.
.
,
.
"
.J
.,
J
~
Contract
Item No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
II.
12.
PART 3
CONTRACT ITEMS AND UNIT PRICES
Description
Prices In Fi ures
Unit Total Price
Price for Item
Estimated
uantl
1199.5
CY
Soddin ,Nurser 906 SY
Mulc Hardwood Shredded Bark 129 CY
Plan Ever Shrub, 3 Gal. 234 EA
Plant, Deciduous Tree 2.5 - 3" 147 EA
Plant Deciduous Tree 2 - 2.5" 77 EA
Plant, Perelllli I Gal. 3078 EA
Plant, Ornamental Grass, I Gal. 1313 EA
. S iiilifEd 0" " 1812"l.;F
Mobilization and Demobilization I LS
Maintenaoce of Traffic I LS
rri ation S tern I LS . 0(:)
* Irrigation system includes sleeves by directional bore
and two water taps
Topsoil
511.60
"EXHIBIT
BID-4
It <-("2/0
.
EXIDBIT 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
EXIDBIT C
rnSURANCECOVERAGES
Worker's Compensation & Disability
Statutory Limits
Employer's Liability:
Bodily Injury by Accident/Disease:
Bodily Injury by AccidtmtJDisease:
Bodily Injury by Accident/Disease:
$100,000 each employee
$250,000 each accident
$500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
$500,000
$500,000
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (anyone fire):
Medical Expense Limit (anyone person):
$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:
$500,000 each accident
$500,000 each accident
$500,000
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000
$ 10,000