TruGreen Limited Partnership/StreetCo-nitro c44+ 04. Ito .08. o I
TruGreen Limited Partnership APPROVED, AS TO
Street Department FORM By:
2008 Roundabout Maintenance
Appropriation 42201-504.00: P.O. 417566 - $12,530.00 / P.O. 417540 - $61,825.00
Contract Not To Exceed $74.355.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
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
TruGreen Limited Partnership ("Vendor').
TERMS AND CONDITIONS
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 and/or services (the "Goods and Services") from Vendor using City
budget appropriation number 2201-504.00 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 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-Four Thousand Three Hundred Fifty-Five Dollars ($74,355.00) (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 Vendors 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 ofthis 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 and/or quotations regarding same as were provided to Vendor by City
and/or by Vendor to and accepted by City pursuant to or as part of that certain City of Carmel Street
Department Bid Proposal Package for "2008 Roundabout Maintenance" received by the City of Carmel
Board of Public Works and Safety on or about March 5, 2008, 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.
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'TritGreen Limited Partnership
Street Department
'-2008 Roundabout Maintenance
Appropriation #2201-504:00; P.O. #17566 _$921530.007 L'D-417540 -.$61;825:00
Contract Not To Exceed $74.355.00
TIME. AND PERFORMANCE:
This Agreement shall become effective as of the last dateicn which a party.hereto executessame ("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; Vehdor,shall promptly'furnish to City', in such form and detail as City?may direct, a list of
all.chemicals; materials, substances and items--used ih 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 thedelivery 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 ofthe Goods afid Services.
LIENS:
Vendor shall not cause or pe rnii the filing'gf.any_lien on any of City's property. In the event :any'such lien is
filed and Vendor fail-s to remove such,llen,within ten (10) days after the;filing,.thereof, by payment or bonding,
City shall have,the right .to.paysuch 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 Goodsand'Senrices as specified herein;
(c) fails to make progress,so as t-o endangertimelyand 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,Cityspecifying 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•constituling an event of:defauit hereunder,;City shall have the right to
(1) terminate all or any parts of this Agreement, without-liability to.Vendor, pnd (2) exercise all other rights
and remedies available to City at Iawandfor 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 infthe State`of Indiana such insurance 'as is necessary'forthe,protection of City and
Vendor--from all claims for damages under any workers' compensation, occupational disease and/or
unemployment compensationi act; for bodily injuries- including, but'not limited to„personal injury, sickness;
disease or death of or to any of Vendars'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 he 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 notlimited 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'lo or under-thisAgreement or `Vendor's use of City property.
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TruGreen Limited Partnership
Street Department
2008 Roundabout Maintenance
Appropriation.42201-504.00; ,P.O. 417566 - $12,530.00 / P.O.#17540 - $61.825.00
Contract Not To Exceed S74,355.00
i
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, 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 if 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 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 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 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.
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TruGreen Limited Partnership
Street Department
2008 Roundabout Maintenance
Appropriation #2201-504.00: P.O. #17566 - $12.530.00 / P.O. #17540 - $61,825.00
Contract Not To Exceed $74,355.00
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
Carmel Street Department
One Civic Square
Carmel, Indiana 46032
ATTN: David Huffman, Director
AND
Douglas C. Haney
Carmel City Attorney
One Civic Square
Carmel, Indiana 46032
If to Vendor: TruGreen Limited Partnership
11755 Technology Drive
Fishers. Indiana 46038
Telephone: _
E-Mail: _
ATTENTION:
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be effective if given
orally, as long as written notice is then provided asset forth hereihabove 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.
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TruGreen Limited Partnership
Street Department
2008 Roundabout Maintenance
Appropriation 42201-504.00: P.O. #17566 - $12,530.00 / P.O. 417540 - $61,825.00
Contract Not To Exceed $74.355:00
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 it 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, 2008, 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.
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TruGreen Limited Partnership
Street Department
2008 Roundabout Maintenance
Appropriation #2201-504.00; P.O. 917566 - $12.530.00 / P.O. #17540 - $61,825.00
Contract Not To Exceed $74.355.00
26. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and.supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
TRUGREEN LIMITED PARTNERSHIP
By:
By;
Mary Anpar Mempr
Date: V 6?
Alpr es?•? f
Lori S. Watson, Member
Date:
ATTEST:
iana Cordray, IAMC C - rea rer_ /
Date: '`f { //-zb X
Printed NamL14
?c4? &V -
Title
FIDMN: 3lr - 37 3 -& G 9
SSN if Sole Proprietor:
Date: JZ'EB sMl% Daum-mtlAORU l$mi¢S?SIREET2MA\Tng,¢nCWNax'n4 -413PMR 2.36 PMT
PART2
BID PROPOSAL
2.1 Base Bid
The bid price shall be calculated on all chemicals and fertilizer treatment required
by the Project, plus spreading of 787 yards of brown dyed enhanced hardwood
mulch, plus 2 spraying treatments to control bagworm insects on affected trees
and shrubs, plus all landscaped areas being fertilized at a minimum of 2 times per
year, as well as all materials„ laborers and all 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 supplies, and to
perform and fulfill all obligations incident the Project in strict accordance with
and within the time(s) provided by the terms and conditions of the Contract
Documents for the above described Project and Project work, including any and
all addenda thereto, for the Unit Prices applicable to the Contract Items as stated
in Part 3 hereof, which Unit Prices, when multiplied by estimated unitLuantities
for such Contract Items, total '??
??+iuF?rt0i x:F?iwNOud FiF? Five 4i+o Kf?ml Dollars
($ 7 5 S The Bidder acknowledges that evaluation of the lowest
bid shal be based on such bid price and further acknowledges that the unit
quantities listed in Part 3 of 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 Price basis and that the,OWNER
and. ENGINEER cannot and does not guarantee the amount or quantity of any
item of Project work to be performed onfumished under the Contract.
"EXHIBIT „
Your Branch
Info
Here
2006 COMMERCIAL SERVICE AGREEMENT
Property: City of Carmel
Address: Round e.. bouts
Citylst121p' 0
Contact: 0
Phone: 0
Email: 0
Bill To:
Address,
City'lsvzip'
Contact:
Phone:
Fax:
LAWN CARE. SERVICES TREE AND SHRUB CARE SERVICES
TREATMENT DESCRIPTION COST" TREATMENT DESCRIPTION COST
Early Spring Fertilization
Hroedleaf.WeedConrrol
Pre-Emergent TonCrabgrass,Confrot Round -l
or
Round 7, Hor600ture. Oil(Insect Control (Spring)
Horticulture. OlVlnsectControl (Fail),
$
-
-
Cate Spring Ferlilizetieh.
Broadleaf Weed Control
Round2 Fertilization
Root Zone 1760112ation
$
1',200.00
Early Summer Fertilization
BroadleafWeed Control .
Round3 Insect Control
DiseaseCnntrol
$
1,200.00
Late Summer Fertilization
Broadleaf Weed Control
Round A Insect Control
Disease' Control
$
1,200.00
Early Fell Fertilization
Broadleaf Weed Control
Round b Insect Control
Disease Control
$
-
Lata Fall Fertilization.
Broadleaf Weed Control
Round;6 Fertilization
RootZono Fertilization
$
-1.,200:00
ANNUAL LAWN CARE COST $ - ANNUAL,TREE & SHRUB CARE COST _$ 4,800:00
BENEFI CIAL LAWN'5ERVICES COST' PROPERTY MAINTENANCE SERVICES COST
Grub Control $ - Mulch and Bad Edge.and FaIl Turn $3900 00
Vegetation Control U'Applicatione $ - BedWoed Control_ gApplications ,$14,000.00
ABrationlOverseed -Single Pre Emergants in Mulch beds: Spring and. Fall , .$ 2;90000
AerafiorilOverseed - Double- $ - SummecPlowars • Wave Petunias '$ -
Aeration - Single -_$ - Fall Flowers= Mums $ -
Aeration- Double $ - Watering U Waterings $ -
Flight Control 0Applications ' $ - Clean Up- Sp1rig.-Grassdisand Leaves' $ 4;375,00
MOWING ANNUAL COST CleanUp - Fall - Perennials, Leaves; Trash $ .2,800:.00
Price Per Mow: $0.00 f" of Mows: 28 $ - Pruning-'Spring; $ 3;240'.00
Herd Edge -$0.00 # of Edge: 0 $ Pruning.- Fall $ 3;240:00
ANNUAL BENEFICIAL SERVICES AND MOWING CO $ - ANNUAL BENEFICIAL SERVICES cos $,69;555:00
TOTAL SALES TAX 6.6% `$ - TOTAL-SALES TAX 6:6%
TOTAL ANNUAL LAWN CARE SERVICE;COS ,$. - TOTAL-,ANNUAL'TREE &-SHRUB CARE SERVICE CO $74;355.00
Comments:
For multi year and to lock in the price Initial by the,year below' -;
TOTAL ANNUAL ,SERVICE 'COST
$74;355;00
3,1612008
AUTHORIZED SIGNATURE DATE our Name, Mere DATE
Commercial Account Manager
TITLE
By signing] acknowledge' that I have agreedkto the
accompanying "Terms and Conditions."'
Brench Managei DATE
"EXHIBIT ? ?'