Yardberry Landscape Excavating/EngrYardherry Landscape Excavating Cs, vq " pg, 02
Engineering Department 2008
Project: _126'h ' & Keystone Clearing R/W APAP- n.ntoriD^
Appropriation #920-4470404 P.O.9,18317 F? . Q
Contract-Not To Exceed £ 13;600.00 ??'
AGREEMENT FOR PURCHASE-OF GOODSAND.SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS>AND'SERVICES ("Agreement")' is hereby entered`inloby
and between the City of Carmel; Indiana acting by agd,through its Board of Public Works and Safety ("City"), and
Yardberry.Landscape Excavating ("Vendor').
TERMS AND CONDITIONS
1. ACKNQWLEDGMENT, ACCEPTANCES`
Vendor acknowledges that if has read and understands this Agreement, and,agrees that its execution of
same constitutes its acceptance of all'of the Agreements terms and conditions.
2, PERFCRMANCE;
City agrees to purchase the goods and/or services (the "Goods-and Services") from Vendor usirig City
budget`appropr ation number 920-4470404 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.standard s
3. PRICE AND PAYMENT TERMS:
3:1 Vendor estimates ihal the-total price for, the Goods and Services to be provided to City hereunder
shall be no_more'than Thirteep Thousand. Six' Hundred Dollars ($13'600;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 withimsixty (60) days after the.date of Citysreceipfof'Vendor'sinvoice•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, Cityhereunder`to exceed the Estimate,,unless City has
previously agreed, in writing; to pay an amount'in excess thereof,
WARRANTY
Vendor expressly warrants ihatahe 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'by Vendor to and accepted by r City pursuant to.or as part of that certain City cf.,Carmel Engineering
Department Request for.Quotesfor:"Clearing'of Right of-W-4-at 126th'Straet and;Keystone " received by the
City of Carmel Engineering.Departmenton or about March 12, 2008; all of which documents are;incorporated
herein by reference, and that the: Goods and Services wilt 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.:Se rvices?provided.to,City pursuant to this Agreement have been selected by
Vendor based upon City's,staled use and are fit and sufficient for their'particufar purpose.
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Yardb.erryLan.dscape Excavating
Engineering Department - 2008
Ptojecr; 126" & Keystone Clearing-RM'
Appropriation•N92 0-447 04 04 P,O. #!1.8317
Contract Not To Ekceed'$1'3,600.00
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,thereafterperforrn their obligationshereunder in a timely manner: Tinfe.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 maydirect,.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. Atthetime 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.
7 LIENS:
Vendor.shall.not cause or permit the filing of any lien on any of. City'Vpropeity. In the evert any;such lien is
filed and Vendor'fails to.re'movessuch,Iien'within len'.(10) days after lhe.filing thereof, by payment or bonding;
City shall have the right to paysuch .dien or obtain such bond, ah at Vendor's sole cost 'and;expense.
8. DEEAUL-T:
In the event Vendor (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement,. including Vendor's warrahties;'(b),fails to provide.the Goods and Services as specified herein;
(c) fails to make:progress so as to endangertimelyand.proper- provision of the Goods?and Services and does
not correct such failure or breach Within five (5) business 'days (9r .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 ass.gnmeril for' the benefit of_
creditors or'dissotves, each'sugh 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 olher'rignts
and remedies available.td.City at law and/or in equity:
9. INSURANCE AND INDEMNIFICATION:
Verdorshall 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, andlor
unemployment compensation act; for. bodily, injuries including, but not limited to, personal injury, sickness,
disease ordeath of or to any of Vendor's agents,.officers; employees, contractors and subco*aictors;:.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 lhiose,amounts set forth-io attached'Exhibit`C. Vendor-shall
cause;. its, insurers to name'City as an.additional insured on,all such.insurance,policies; shatl'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 -Ikabilities,'claims, demands or expenses (including, but not limited to, reasonable
attorney fees) for injury, death andlor-damages to any person or property arising from or in connection with
Vendor's provision'of Goods;and Services pursuant toor under thls;Agreement or Vendor's use of City
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Yardberry Landscape Fxcavating,
Engineering Department-2908
Project 1260 ' &'Keystona Clearing R W
Appropriation #920-4470404 P;O. #M17'
Contract Not'To Exceed s13;6bub
property. Vendor'further agrees to indemnify, defend and h"old.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 actor omission. of Vendor,andlorof apy 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 COMIPLIANCE:
Vendor agrees to comply with.all federal, state and"localaaws, executive orders„ rules regulations and codes
which, may be applicable to Vendor:s'performance of its obligations under'th'is 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,ary 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 5tate'cf Indiana and City prohibiting
discrimination against any employee, appiicanf.foremployment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, 'lerms, 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(o 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.provisior of this Agreement;constitute'a waiver of any succeeding breach of the.
same or any.other provision hereof'.
13. NON-ASSIGNMENT.
Vendor.shall noLassign or pledge thisAgreement, whether as collateral for a loch or otherwise, and shall not
delegate its obligations under this,Agreement without City's ' prior written consent.
14. RELATIONSHIPOPPARTIES
The relationship of the parties hereto shall be as provided for. 1n'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.
15. GOVERNING LAW;1AVV5UITS:
This Agreement,is to„ be construed ih,accordance with and governed by the laws of`the!State of Indiana,
except for its conflict of laws provisions. The.parbes 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.
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Yardbem, Landscape Excavating
Engineering Department - 2008,
Protect: 126'" & Keystone Clearing R/W
Apprmriamn.#920-4470404' P,0,418317
Contract Not To Exceed $1300.00.
16. SEVERABILITY
tf any term oPthis. Agreement is invalid or unenforceable underany statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, tiut only to the extent necessary to
comply with same; and the remaining pn9visions;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 J. S. ceitified mail, return receipt requested, to..-the party to tie notified at the, address specified
herein:
If to city: City of Carmel.
'One ovic%,Square
Carmel, Indiana 46032
ATTN:. Steve Er l
AND
Douglas?C.'Hmey, City Attorney,
Department,of Law
One Civic Square
Carmel, indiana 46032
If to'Vendor'
Yardberry1andscape Excavating
9940 S., IOW W.
Anderson,. Indiana 46017
Phone.#:765-378-783
ATTENTION: Tim Yardberry; Owner
Notwithstanding the above, notice of termination under paragraph 18 herbmbelow shall be effective if given
orally,.as long as written notice is then provident 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 corilalned' 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'fo
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 effecf al'the time of termination, unless the parties have"previously agreed in
writing to a;greater amount..
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Yardberry Landscape Excavating
Engineering. Department -2006
Project: I26'-" &,Keystone Clearing RAW
Appropriation #920.4476404 P.O. 913317
ContractNorTo Exceed113,600,00
18.2 Either party hereto may,termih'ate this Agreement,at any time'upon thiry,(30);days prior notice to:the
other party: In the event of such termination,'Vendorshall 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 ponnent;amount,shall not ekceed the Estimate amountin effect at the
time of termination, unless the parties have previously agreed in writing to a,greatec'amount.
19. REPRESENTATIONS AND WARRANTIES`
The parties represent and warrant that'. they are,,authorized to enterinto this Agreement and that the persons
executing this Agreement have the authorily'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'whthsame 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 forathe purchase of additional goods and services shall
be,numbered and atJached.heret&jn;the order inwhich 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'frcm the. Effective Date through Oecember.31, 201)8 and shall,.
on the firstd6y 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'tnis Agreement are inserted for canvenience:only and,do not form-a part of,this
Agreement :norjimit, expand or otherwise after the meahing of any provision hereof;
23. BINDING;EFFECT
The parties, and dheir 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`BENEFICIAR]ES
This Agreement gives' no rights or benefits to anyone other than Cityand 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 thrcughout,the negotiation of this Agreement,.and enter into•same
freely, voluntarily; and without any duress, undue, influence.cr coercion,
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03/12!2906 WE.b 14: 52? FAX 31:7 57.1-.2439. City of :Carmel ??(17:/,6.11
VardberryLandscape Excavating
Engineerin(, Departinent -2008
PrQiecr:' 16"''& Keystone Clearing.R/W
Appropriation`4920-4470404 P.O.?51831.7
Contr et Nor To Excec&$13,600M
26. ENTIRE AGREEMENT:
This4Agteement, together with any exhibits attached hereto or 'referenced herein, constitutes the entire
agreement-between Vendor and City with respect to thesubject-matter; hereof, and supersedes all?prior oral,
or"written representations and agreements regarding same. NoWithstanding any other term or condition set
for#h;here i'n but.subject to paragraph 16,hereaf, tadhe e> teOany term or condition cohtainefln-any'exhibit
attached to this' Agreement or in any' document referenced herein conflicts with any term or condition
contained in this Agreement, {he term or conditioh contained in this Agreement',shall govern abd prevail.
Thls'Agreement may only be modified by written amendment executed by both parties hereto, or' their
successors in interest.
IN WITNESS WH€REOF„the parties'hereto have made and executed this Aq?eerfient;as follows:
CITY OF CARMEL, INDIANA
YA. RDBERRY LANDSCAPE EXCAVATING
by and 4hrough'its'Board of Public
Works and, Safety
Sy
Mari Ann `rke, Memberp
Date /-19=0?
•Lori.S?+Natso , emuer
Date: 3 /r 9 IO:S?
By
.4
.AuthorizedlfSignature
'lm Jae Ea.zl
Printed Name
UJ,JE,C-
Title
- ---FIDITIN
3 5- ISr-.iSa,,4- ---
SSN it Sole Proprietor.
ATTEST
Diana Cordray. A C, CI -Treasurer
Date: 11mak
Date:
1%:.LIL,relgf)vhninnavYWnaew!sem:a!IOfN!s?Gem:RSevcus _Nn Aa9.n+.Jw-.AnaylN hll r.N, S
03/12/200808:00 FAd 765,378 0376 YARDBERRY LANDSCAPING CO Q002
Prom_City of Carmel HR To:9,17653780376 03!08128¢8 10:25 #128'P.Oostcos
Cf2PTA RAt °Y;YT1816 [$,AM- UNIT FRLCES
CTL'Y OF'CARMZL
PROTECT 40!1-09 Rlp"f--wW. Clearing at the 126tb Street Yntersecllnne wltb Kcystme Avenue
ITEM M) PROPOSAL
rTsm
NO.
DESCRIPTION
UNIT
QUANTITY UNIT
PiUCE
AMOUNT
I MobifizeionandYhanoblli.arion_forClca€ieg. EA 1
2 Mobilization end Dcmwbilizetion for Seeding EA 2 4dm as 8aa.!t
3 ClemingRight-of-Way LS 1 r=
10, (rpL?- ?'
fp,L•c0
4 Mulefied•S"ftg, U (Undiaiributed) S'YS 3000 , 4o );tot) -
TOTAL'BiD AMOUNT 3 y (0 0?. cc
f
stEXHL?IT t
BID-4
EXYHB1T B
Invoice
Name of Company-
Address £s Zip:
Telepfione No.:
Fax No.:
Date:
Project Name:
Invoice No:
Purchase Order No:
Good`s.
Person Providing
Goods/Services
Date.
Goods/
Service
Provided
Goods/Services Provided
(DescriU.each,good)service,
geparatelyand in detail)
Cost Per
Item EHours
d
Total
GRAND TOTAL
Signature
Pri
nted Name
EXHIBIT C
INSURANCE- COVERAGES
Wgrker's Compensation;& Disability
Employer's Liability:.
Bodily Injury by Accident7Disease:
Bodily Injury by Accident/Disease.
Bodily Injury by-Accident/Disease:
Property damage; contractual liability;,
prod u cts -comp I ete d . op erad o n s :
General Aggregate,Limit (other than
Products/Completed Operations):
Products/C.omn.leted'Operations:
Personal & Advertising Injury
Statutory,Limits
$100 00,0 each employee
$250,000 each accident
5500,000 policy limit
$500,000
$500,000
Policy Limit: $500,000
Each Qccurianee Limit-, $250,000
Fire Damage (any one fire?> $250,000
Medical Expense Limit (any one person): $ 50,000
Comprehensive Auto Liability (owned, hied and,non-owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500;000cach accident
$500,000 each accident
$500,000
$5%900
1 10,000