Cargil, Inc./Streets Cargill Inc
Street Deportment 2009
Appropnation#0042 365 00 P 0 #1880 $144 549 90䥯 $350 000 10 APPROVED, AS TO
Contract Not To Exceed$494 550 00 FORM By
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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
Cargill Inc an entity duly authonzed to do business in the State of Indiana( 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 Agreements terms and conditions
2 PERFORMANCE
City agrees to purchase the goods and/or services (the Goods and Services ) from Vendor using City
budget appropnation number 0042 365 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
31 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Four Hundred Ninety Four Thousand Five Hundred Fifty Dollars ($494 550 00)
(the Estimate') reflecting a unit cost of Seventy Dollars and Sixty Five Cents ($70 65) for seven
thousand (7 000 00) tons 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 penod 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 wnting 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 descnptions and/or quotations regarding same as were provided to Vendor by City
and/or by Vendor to and accepted by City 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
MY M Yy 0smeaM gamma Sin SIST{EET200KARGII I.INC Get A Sens lea 91NU9WO Al
rare Inc
Street Department 2009
Appropnanon#0042 363 00 P 0 #1880 S 144 349 90 R.#18799 5330 000 10
Contract Not To Fxceed 5494 550 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 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 dunng 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
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 Vendors 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 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 nghts
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 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
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Street Department 2009
Appiopnalmn#0042 361 00 P 0 #1880 $144 549 90䥯 $330 000 10
Conti act Not To Exceed$494)30 00
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 Vendors 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 1o041 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
discnmination 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 ongin 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 agree1that in the event a lawsuit is filed hereunder they
waive their right to a jury tnal agree to file any such lawsuit in an appropnate court in Hamilton County,
Indiana only and agree that such court is the appropnate venue for and has jurisdiction over same
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Street Department 2009
Appropriation #0042 365 00 P 0 n 1880 $144 54990䥯 SJ50 000 10
Contract Not To Exceed$494.,50 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
One Civic Square
Carmel Indiana 46032
ATTN David Huffman
AND
Douglas C Haney, City Attorney
Department of Law
One Civic Square
Carmel Indiana 46032
If to Vendor Cargill Inc
24950 Country Club Blvd Suite 450
North Olmsted OH 44070
Telephone 800 600 7258
E Mail
ATTENTION
Notwithstanding the above notice of termination under paragraph 18 hereinbelow shall be effective it 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
181 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 appropnated 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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Street Department 2009
Appropriation#0042 365 00 P 0 #1880 S 144 349 90 8#18799 5330 000 10
Contract Not To Exceed S494 530 00
18 2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor 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 Vendors time and cost estimate for the provision of such additional
goods and services has encumbered sufficient monies to pay for same, and has authonzed 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 2009 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,voluntanly,and without any duress, undue influence or coercion
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Caryl! Inc
Street Department 2009
Appropriation#0042 365 00 P 0 #1880 S 144 549 90䥯 $330 000 10
Contract Not To Exceed S494»0 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 pnor 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 CARGILL, INC
by and through its Board of Public
Works and Safety
By / / ar WAgente By ,
James Brainard Presiding Officer Authonzed Signature - - _
Date '//� i /�/
(!�YW)C_J Deseree Caver
/ Pnnted Name
M ry An Burke M:i ber
Date _ — -A' • Customer Solutions Specialist
Title
ifr 41-0177680
Lon S atso, ember FID/TIN
Date 9f/o/09
SSN if Sole Proprietor
ATTEST
(4�' Date July 27, 2009
Diana Cordray IA?Lao
Tre urer
Date 4 7
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Cargill
Dewing Technology
24930 Country Club Blvd Suite 450
North Olmsted OH 44070
Phone 800/600 7258
Fax 888/739 8705
Tuesday April 07 2009
Hamilton County Auditor
33 North 9's Street Ste L21
Noblesville TN 46060
Cargill Incorporated Deicmg Technology is pleased to submit the following bid for your DEICING SALT needs for
The 2009 2010 season
Class or item Ouanhtv Unit Description Unit price Amount
Category 7—Type I 20 120 Tons Bulk ClearLane Enhanced Deicer $78 50 $1 579 420 00
The above price is for dump regular delivery The early delivery price is$76 50 for orders placed between May 1 and Oct
15 These prices will remain firm through the contract period of February 28.2010 only if acceptance of Cargill s price is
received within 15 days of the bid opening or the date of this letter if there is no specified opening date
Initial orders may be placed by contacting our office in North Olmsted Ohio at phone# 1 800 600 SALT(7238)
Delivenes will be made in 22 ton minimum truckloads within 3 5 days after receipt of order Our terns are net 30 days
SHiP TO# ADDRESS
60037639 1700 S 10a Noblesville IN
60033071 3400 W 131n St Westfield IN
60093458 4915 B 106th St Westfield IN
60033351 1159 Stnngtown Pike Cicero IN
60076822 2706 E 171"St Westfield IN
60036862 10200 Eller Rd Fishers IN
c
Thank you for considering Cargill Incorporated Deicing Technology Business Unit as your deicing supplier If you have any
questions or if we can be of any service please feel free to contact us at any time
use
Sincerely
Deseree Caver
Customer Solutions Specialist
Phone 800 600 1258
I.
•
• "EXHIBIT / 1 ( v „
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June 8,2009
Mr Bradley] Davis
Hamilton County Highway Department
1700 S i 0`e Street
Noblesville,Indiana 46060
Re 2009 2010 Treated Salt pricing
Dear Mr Davis,
I wanted to follow up our telephone convocation from last week confirming Cargill Deicing
Technology's pncmg offer to the Hamilton County govenuner al purchasing group When
we originally responded and submitted our pricing foe the 2009-2010 snow and ice season we
offered and the group accepted our treated salt pncmg of$76 50 per ton for early fill and
$78 50 per ton for regular fill of ClearLane®enhanced deicer
After a recent review of our inventory levels for the coming season Cargill Dazing
Technology is willing to offer the Hamilton County cooperative purchasing group
ClearLane6®enhanced deicer ate ton This offer is for the original Hamilton
County governmental entities listed on the bid at the time of the bid opening
If this offer is acceptable to all parses concerned please sign,date and send an original
signature copy back to me At that time we will enter the appropriate sales price into our
system If you have any questions please feel free to contact me
Sincerely, Accepted,
i
ligkiPietro `
Stia, ' Account Manager
Cargill Deicing Technology
•
24950 County Mx Sad suite 420 Noifft Ohn*d Ohio 44070 440-716-1712
"EXHIBIT t rVPP
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