Salsbery Brothers /Engr
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"Salsbery Brothers Landscaping, Inc.
Engineering Dept. 2007 - Streetscape Project (Ditch & Springmill from 141" - 148th)
Appropriation #2004 Road Bond; P. O. #15967
Contract Not To Exceed $193,852.05
APPROVEO~ TO
FORM BY:
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreemenn is hereby entered into by and
between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), Salsbery
BrotherS Landscaping, Inc. ("Vendor").
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 Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase. the goods andlor services (the "Goods and Services") from Vendor using City
budget appropriation number 2004 Road Bond 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 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 One Hundred Ninety-Three Thousand Eight Hundred Fifty-Two Dollars and
Five Cents ($193,852.05) (the "Estimate"). Vendor shall submit an invoice to City no more than once
. every thirty (30) days detailing tlie 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 ex1ent 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.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those
certain specifications, descriptions andlor quotations regarding same as were provided to Vendor by City
and/or submitted by Vendor to and accepted by City pursuant to or as part of that certain City of Carmel
Engineering Department Bid Proposal Package for "Carmel Streetscape Project: Ditch and Springmill Roads
from 14151 Street to 1461" Street; City of Carmel Project No. 06.26" received by the City of Carmel Board of
Public Works and Safety on or about December 6,2006, 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. City's stated use and are fit and
sufficient for their particular purpose.
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I Salsbery Brothers Landscaping, Inc.
Engineering Dept. 2007 - Streetscapa Project (Ditch & Springmi/l from 141" - 146/h)
Appropriation #2004 Road Bond; P. O. # 15967
Contract Not To Exceed $193,852.05
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 fumish to City, in such fonm 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.
B. 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) tenminate 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 thetenm 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 withoulthirty (30) days prior notice to City. Vendor shall indemnify and hold hanmless 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
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Salsbery Brothers Landscaping, Inc.
Engineering Dept. 2007 - Streetscape Project (Ditch & Springmill from t41" - 146/h)
ApproprlaUon #2004 Road Bond; P. O. #15967
Contract No! To Exceed $193,852.05
. 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 andlor 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 Iiabiiity 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 priviieges 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 andlor Vietnam era veteran
status.
12. NO IMPLIED WAIVER:
The faiiure 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.empioyees 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 thek right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamiiton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
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Salsbel)l Brothers Landscaping, Inc.
Engineering Dept. 2007 - Streetscape Project (Ditch & Springmill from t41" - 148th)
Appropriation #2004 Road Bond; P. O. #15987 '
Contract Not To Exceed $193,852.05 '
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
One Civic Square
Carmel, Indiana 46032
ATTN: Michael McBride, City Engineer
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor:
Salsbery Brothers Landscaping, Inc.
4317 East 146th Street
Carmel, Indiana 46033-0292
ATTN: Jeffrey A. Salsbery
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 andlor 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 toa greater amount.
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Salsbery Brothers Landscaping, Inc.
Engineering Dept. 2007 - Streetscape Project (Ditch & Springmili lrom 141" - 1461h)
AppropriaUon #2004 Road Bond; P. O. 1115967
Contract Not To Exceed $193,852.05
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 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, 2007, and
shall, on the first day of each January thereafter,automatically renew for a period of one (1) caiendar 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.
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Salsbery Brothers Landscaping, Inc.
Engineering Dept. 2007 - Streetscape Project (Oach & Springmill from 141" - 148th)
Appropriation #2004 Road Bond; P. O. #15967
Contract Not To Exceed $193,852.05
26.. ENTIRE AGREEMENT:
This Agreement,. together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govem and prevail. This
Agreement may only be modified by written amendment executed by both parties hereto, or their successors
in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
SALSBERY BROTHERS LANDSCAPING, INC.
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Authorized Signature
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Printed Name . '
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FID/nN: 3.s- - / t 0 :5 t.s-cf
SSN if Sole Proprietor:
Date: I-?' - 07
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PARr~
BJD PROPOS~
2.1 Base Bid
The undersigned Bidder proposes to furnish all necesSlll)' labor, mA"hinery, tools,
apparatus, materials. equipment, service and other necesSlll)' supplies, and to perform and
fulfill all obligations incident thereto in strict accordance with and within the time(s)
provided by the terms and conditions of the Contract Documents for the above described
Wode and Project, including any and all addenda thereto, for the Unit Prices applicable to
the Contract Items as stated in Pm 3 hereof, which Unit Prices. when multiplied by
estimAtPll unit quantities for such Contract Items, total Dn,. I-lunn~ ninl'-l1 tnO'1".
:lhrw"l'lm,j~,.nI~;~'flUD ~Dollars ($I~J'i',~. 05 ). The
Bidder acknowledges that evaluation of the lowest Bid shall be based on such price and
further acknowledges that the unit quantities listed in Pm 3 of this Proposal are estimAtp.~
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 Contract shall be compen""ted for on a Unit Price basis and that the OWNER and
ENGINEER cannot and do not guarantee the 81DOImt or quantity of any item of Work to
be performed or furnished under the Contract.
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BID-3 City ofC8nnel Project No.: 06-26
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PART 3
CONTRACT ITEMS AND UNIT PRICES
Estimated
Item No. Descrlntlon ofItem Unit Ouantitv Unit Price Total Price
001 Autumn Brilliant Servicebenv 7-8' EA 12 $ 192.50 $ 2.310.00
002 Green Velvet Boxwood 18-24" EA 551 47.50 26 172.50
003 Densi Yew 24-30" EA 67 41.75 2 797.25
004 Limelillht H ea2-3' EA 36 39.25 1 413.00
005 Knockout Rose 3 Gallon EA 122 29.80 3 635.60
006 Miscellaneous Perennials EA 835 9.90 8 266.50
007 Canada Red Cbenv 2-2.5" EA 50 200.00 10 000.00
008 Karl Forester Feather Reed Grass 3Gallon EA 731 17.75 12.975.25
009 Colorado snruce 12-14' EA 5 475.00 2 375.00
010 Karlev Rose Oriental Fountain Grass 3Gallon EA 78 19.40 1.513.20
011 Swamn White Oak 2-2.5" EA 20 243.50 4 870.00
012 Red O-Ie 4-4.5"C EA 3 518.00 1.554.00
013 Little snire Russian siWe 1 G EA 93 10.25 953.25
014 Emerald oneen Manle 2-2.5" EA 15 213.50 3.202.50
015 Euonvntus Coloratus Groundcover EA 6100 1.00 6,100.00
016 Annuals EA 2280 2.80 6 384.00
017 Hardwood Mulch CY 200 50.80 10 160.00
018 Stake Kits EA 80 35.00 2 800.00
019 Soddlnll. Nurserv SY 1260 4.50 5 670.00
020 Irriaation SVstem LS 2 4.000.00 8' 000.00
021 Plantiruz Soil CY 150 50.00 7 500.00
022 Tonsoil Fill CY 45 40.00 1 800.00
023 Urn and ServiceberrY Lillhtinll System LS 1 4 800.00 4 800.00
024 Arbor Column and Urn L~ LS 1 2 100.00 2 100.00
025 Eden Stone Wall LS 1 8 100.00 8 100.00
026 Eden Ledae Outcron-Stones EA 42 150.00 4.200.00
027 Arbor LS 1 20.000.00 20 000.00
028 Urn #A755 Westonbirt EA 2 3 500.00 7.000.00
029 Urn #A680 L-n>e Versailles Base EA 1 3.500.00 3 500.00
030 Urn #A300 EA 1 3 500.00 3.500.00
031 Mobilization and Demobilization LS 1 4 800.00 4 800.00
032 Maintenance of Traffic LS 1 5 400.00 5 400.00
BID-4
City of Cannel Project No.: 06-26
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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
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EXHIBIT C
mSURANCECOVERAGES
Worker's Compensation & Disability
Statutory Limits
Employer's Liability:
Bodily Injury by AccidentlDisease:
Bodily Injury by AccidentlDisease:
Bodily Injury by AccidentlDisease:
$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
$50'0,000
UmbreJla Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000
$ 10,000
.
Estimated
Item No. Descrintion ofItem Unit Ouantitv Unit Price Total Price
001 Autumn Brilliant Serviceberry 7-8' EA 12 $ 192,50 $ 2,310.00
002 Green Velvet Boxwood 18-24" EA 551 47.50 26,172.50
003 Densi Yew 24-30" EA 67 41.75 2,797.25
004 LimeliQht HvdranQea 2-3' EA 36 39.25 1,413,00
005 Knockout Rose 3 Gallon EA 122 29.80 3,635.60
006 Miscellaneous Perennials EA 835 9.90 8,266.50
007 Canada Red CherrV 2-2.5" EA 50 200,00 10,000,00
008 Karl Forester Feather Reed Grass 3Gallon EA 731 17.75 12,975.25
009 Colorado Snmce 12-14' EA 5 475.00 2,375.00
010 Karlev Rose Oriental Fountain Grass 3Gallon EA 78 19.40 1,513.20
011 Swamn White Oak 2-2.5" EA 20 243.50 4,870.00
012 Red Oak, 4-4.5"C EA 3 518,00 1,554.00
013 Little Snire Russian SaQe 1G EA 93 10.25 953.25
. 014 Emerald Oueen Manle 2-2.5" EA 15 213.50 3,202,50
015 Euon:;;-mus Coloratus Groundcover EA 6100 1.00 6,100.00
016 Annuals EA 2280 2.80 6,384.00
017 Hardwood Mulch CY 200 50.80 10,160.00
018 Stake Kits EA 80 35.00 2,800.00
019 Sodd1llQ, Nurserv SY 1260 4.50 5,670,00
020 Irripation ~tem LS 2 4,000.00 8,000.00
021 PlantinQ Soil CY ISO 50.00 7,500.00 .
022 Tonsnil Fill CY 45 40.00 1,800.00
023 Urn and Serviceberry LiQhting System LS 1 4,800.00 4,800.00
024 Arbor Column and Urn LiQbtinQ System LS I 2, I 00.00 2,100.00
025 Eden Stone Wall LS I 8,100.00 8,100.00
026 Eden LedQe Outcron Stones EA 42 150.00 4,200.00
027 Arbor LS I 20,000.00 20,000.00
028 Urn #A755 Westonbirt EA 2 3,500.00 7,000,00
029 Urn #A680 LarQe Versailles Base EA 1 3,500.00 3,500,00
030 Urn #A300 EA 1 3,500.00 3,500.00
031 Mobilization and Demobilization LS 1 4,800.00 4,800.00
032 Maintenance of Traffic LS I 5,400.00 5,400.00
PART 3
CONTRACT ITEMS AND UNIT PRICES
Bill-4
City of Carmel Project No. :06-26
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