Chateau DuBois, LLC/DOCS Chateau DuBois, LLC CORAYet-C 0 I 0
Department of Community Services- 2010
Appropriation #1192 -43 -504; P.O. #21654
Contract Not To Exceed $94,500.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
AFT:1 M AS TO FORM BY
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
Chateau DuBois, LLC, an entity duly authorized 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 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 1192 -43- 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 Ninety Four Thousand Five Hundred Dollars ($94,500.00) (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 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 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, 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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Chateau DuBois, LLC
Department of Community Services- 2010
Appropriation #1192 -43 -504; P.O. #21654
Contract Not To Exceed $94,500.00
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 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
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 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 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 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 limited to, any Toss 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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Chateau DuBois, LLC
Department of Community Services- 2010
Appropriation #1192 -43 -504; P.O. #21654
Contract Not To Exceed $94,500.00
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 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 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 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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Chateau DuBois, LLC
Department of Community Services- 2010
Appropriation #1192 -43 -504; P.O. #21654
Contract Not To Exceed $94,500.00
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: Mike Hollibaugh
AND
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Chateau DuBois, LLC
P.O. Box 262
Westfield, Indiana 46074
Telephone: 317- 506 -0319
E -Mail:
ATTENTION: Suzy DuBois
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow 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 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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Chateau DuBois, LLC
Department of Community Services- 2010
Appropriation #1192 -43 -504; P.O. #21654
Contract Not To Exceed $94,500.00
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 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, 2010, 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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Chateau DuBois, LLC
Department of Community Services- 2010
Appropriation #1192 -43 -504; P.O. #21654
Contract Not To Exceed $94,500.00
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 CHATEAU DUBOIS, LLC
by and through its Board of Public
Works and Safety
By: By:
James Brainard, Presiding Officer Authorize\g .tur-
Date: r 10
6
Printed Na e
ary A Burke, Membe
Date —.ry... st_r
i fir'
Title
Lori S. A .t on, Member FID/TIN: ,{7 6
Date: 1°/ 0
SSN if Sole Proprietor:
ATTEST:
Date: /U
1'.na Cordray, IAMC,Ferk- Treasurer
Date: Gn do �O
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IV. LAYOUT OF BID
Planting:
Trees are to be planted according to the Tree Planting Detail, but not limited to these caliper sizes.
Price per tree 1.50" /1=5"
2.50" 7 5 i()
3.50" $S. On
Mulching:
All trees shall have a minimum 4' diameter ring covered with 2 -4" thick layer of shredded hardwood mulch. Mulch
shall be uniform in texture and color. No utility mulch or processed tree trimmings will be allowed. (t c
Price per tree i Lc). 6'i C") Jl
Staking:
Staking shall use either a two or three -point support system. Any staking mechanism should be flexible enough to
allow the stem and root system to develop strength. Attach the tree to either wood or metal stakes (2" X 2" X 6')
with wide plastic or nylon straps. If a guy wire /rope is used it shall be placed through hose material around each
tree then twisted to secure the tree in a relatively stable position. The strap or wire /rope shall be secured to each
stake at an approximately right angle. Stakes must not be driven through the root ball. The guys and stakes shall be
maintained for the duration of the contract. Trees should be checked periodically to insure that the trunks are not
being damaged or girdled.
Price per tree as r, I�
Clean -up:
Excess soil, basket and wrapping material or other debris resulting from any tree planting shall be promptly
cleaned up and removed. The work area shall be kept safe and neat at all times until the cleanup operation is
completed. Under no condition shall the accumulation of soil, branches, or other debris be allowed upon a public
property in such a manner as to result in a public hazard.
Price per tree 5, (n0
Storage and watering of trees:
Provide sufficient storage, healing in, and watering of up to 1000 ball and burlaped trees throughout the entire
year.
Price per 100 trees r
V. OTHER QUALIFICATIONS: nC>i'1 J r v� p Sit:
S G? C1
Cl� oN_A s
LL C
i (ao
ONE CIVIC SQUARE CARMEL, INDIANA 46032 317 -571 -2417
SL..3 is (0 -03 EXHIBIT
9
R T ER R4,1
to,-,e
FOR OMORR DEPARTMENT OF COMMUNITY SERVICES
/NDIANN
REQUEST PROPOSALS FOR TREE PLANTING SERVICES
The City of Carmel, Indiana hereby requests proposals for Tree Planting Services
for City property stating prices and qualifications.
Requests shall be due October 1 2010 at 9:00 am. Please submit to:
City of Carmel, IN
ATTN: Daren Mindham cj fkk Z,44, aoLrr.
One Civic Sq
Carmel, IN 46032
I. SCOPE OF SERVICES
The bid contract will be for the Tree Planting Services on City -owned property. The successful bidder will furnish all
labor, materials (unless noted), equipment and services necessary to plant trees and clean -up the debris of the
planting process.
II. CITY OF CARMEL REPRESENTATIVE
All questions related to this request for bids should be addressed to:
Daren Mindham
Urban Forester
One Civic Sq
Carmel, IN 46032
Phone: 317 571 -2417
Email: dmindham @carmel.in.gov
III. WORK REQUIREMENTS
1. The ability to coordinate, deliver and plant up to 1000 trees in accordance to the City of Carmel Tree Planting
Details. (attached)
2. The ability to begin installation of tree projects within five days of submitted planting maps and designs to
contractor.
2. The Successful Bidder shall be able to provide temporary and long -term storage of up to 1000 ball and burlaped
trees; including proper storage of trees over winter.
3. The Successful Bidder shall be able to provide sufficient watering of up to 1000 ball and burlaped trees
throughout the entire year.
4. The Successful Bidder shall be able to provide a storage facility within five miles of the City of Carmel limits for
access by City staff to inspect, pick -up and drop -off trees and need planting supplies.
5. The Successful Bidder shall have a contact person that will be available, if needed, on weekends for specific
annual City planting projects. This includes, but is not limited to, the Carmel Arbor Day Celebration (Spring) and the
Carmel Neighborhood Tree Planting Project (Fall).
6. Guying, staking, and wrapping specifications shall be subject to Urban Forester approval.
ONE CIVIC SQUARE CARMEL, INDIANA 46032 317 -571 -2417
A-
CITY OF CARMEL
URBAN FORESTRY
Wire Basket Removal Process
Remove the burlap from the immediate trunk area of the tree. Remove any excess soil to locate and
expose the trunk flare. (If the trunk flare is buried within the root ball remove excess soil from top of ball.)
Before the tree is placed in the planting hole, remove the bottom of the basket with wire cutters cutting the
basket horizontally.
Lift the tree into the planting space by the root ball, not the trunk.
Cut away remaining strings, burlap and plastic to expose the root ball.
Remove the rest of the wire basket by vertically cutting the basket and peeling the basket off.
Do not plant the root ball too deep. The trunk flare and the top of root ball should be 1 -2" above grade.
Begin refilling the planting space up to the trunk flare, watering as you refill to firmly set tree. Gently tamp.
Tree Staking Process (when necessary)
Staking shall use either a two or three -point support system.
Any staking mechanism should be flexible enough to allow the stem and root system to develop strength.
Attach the tree to either wood or metal stakes (2" X 2" X 6') with wide plastic or nylon straps.
If a guy wire /rope is used it shall be placed through hose material around each tree then twisted to secure
the tree in a relatively stable position.
The strap or wire /rope shall be secured to each stake at an approximately right angle.
Note: Stakes must not be driven through the root ball. The guys and stakes shall be maintained for the duration of
the contract. Trees should be checked periodically to insure that the trunks are not being damaged or girdled. All
materials used to support trees shall be removed and disposed of after one year, except as otherwise directed for
trees requiring additional bracing time.
/4
Remove transit guard. Remove tags and labels.
Prune only dead or broken
Remove Wire Baskets. branches or double leaders
Before tree is in pit remove bottom 4 .4 a planting time.
of basket cutting horizontally.
After tree is in pit remove the rest Bud graft. of the basket cutting vertically. Root Collar/ Flare:
Collar shall be level or up to
1 -2" above finished grade.
2 "-4" of hardwood mulch. Aged wood
chips or similar mulch. Keep mulch ArrAlri Remove any excess soil to locate
2"-3" from trunk. w�� and expose root flare.
�e� vor Soil grade.
Backfill using existing soil. Water Score sides of the
thoroughly to eliminate air pockets. �;�y v planting pit walls.
4,,,: Yx :,,e
\4
Leave soil under ball undisturbed
to support root ball and reduce settling.
1 1/2 2 times ball diameter
TREE PLANTING DETAIL
NOT TO SCALE
11-11-69