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TMT, Inc. Street $15,730/RAB Hazel Dell AvianT. M. T. Inc. Street 2011 Appropriation #2200 4462401; P.O. #25822 Contract Not To Exceed $15,730.00 AGREEMENT FOR PURCHASE OF GOODS AND SERVICES 3. PRICE AND PAYMENT TERMS: TERMS AND CONDITIONS Issvrapps l \user data admun\LA W\sharal \Prof$vcs Goods Svcs \2011 Miscellanams \TMT INC. Hazel Dell Avian W„ay RAB Geels Service. FORM Rev April 2011 15,730.00.doe:9/27/2011 3:31 PM] 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 T. M. T. Inc., an entity duly authorized to do business in the State of Indiana "Vendor"). 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 2200 4462401 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. 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Fifteen Thousand Seven Hundred Thirty Dollars ($15,730.00) (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 conformance 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 pursuant to or as part of that certain City of Carmel Street Department Bid Proposal Package for "Wall construction for round -a -bout (RAB) at Hazel Dell and Avian Way /Cherry Creek Drive. Including placement of pulverized topsoil for the round -a- bout" received by the City of Carmel Board of Public Works and Safety on or about September 7, 2011, 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 T. M. T. Inc. Street 2011 Appropriation #2200 4462401; P.O. #25822 Contract Not To Exceed $15,730.00 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. 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 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. \Ussvrappsl \LLar data admm\LAW ham)\Prof:Svcs Goods Svcs 2011 Miscellanans \TMT INC. Hazel Dell Avian V2y RAB Goods Service FORM Rev April 2011 15,730.00.doc:9/27/201 1 3:31 PM] T. M. T. Inc. Street 2011 Appropriation #2200 4462401; P.O. #25822 Contract Not To Exceed $15,730.00 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. Nssvrapps laser data ai shareJ\Prnf.Svcs Gams Svcs\2011 Miseellanenus\TMT MC. Hazel Dell Avian \v RAB Goode Services FORM Rev April 2011 15,730.00.doeA/27/2011 331 PM] T. M. T. Inc. Street 2011 Appropriation #2200- 4462401; P.O. #25822 Contract Not To Exceed $15,730.00 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 ATTENTION: AND Douglas C. Haney, City Attorney, Department of Law One Civic Square Carmel, Indiana 46032 If to Vendor: T. M. T. Inc. 1719 W 161St Street Westfield, IN 46074 Telephone: 317- 867 -3691 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 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. [\Ussvrapps 1 \user data admin\I.A W]sharul\Prol.Sves Goals Svcs \2011 Miscellano,uATMT MC. Hazel Dell Avian W v RAB Goods Sc trVILS FORM Rev April 2011 15,730.00.doc:9/27/2011 N31 PM] T. M. T. Inc. Street 2011 Appropriation #2200 4462401; P.O. #25822 Contract Not To Exceed $15,730.00 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, 2011 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. [\Ussvrapps Buser data admi \LA VAshareA3Prol]Svcs Goods Svcs\2011 Miscdlan us \TMT INC. Hazel Dell Avian 3, RAB Goods Services FORM Rev April 2011 15,730.011.da;:9/27/21111 3:31 PM] T. M. T. Inc. Street 2011 Appropriation #2200 4462401; P.O. #25822 Contract Not To Exceed $15,730.00 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 By: A/07 !'2■S.e /1 i James Brainard, Presiding Officer Date: Jo E ary Date: Lori 1 5..a son, Member Date: ice'/ /l ATTEST: n Burke, Member J Diana Cordray, IAMC, Clerk- Treasurer D )0" T. M. T. Inc. Printed Name Title FID /TIN: a°golq Last Four of SSN if Sole Proprietor: Date: i l,.5 t [\Vssvrappsl\ustr data admm\LAW\ harul\ProllSvcs Goods Svcs\2011 Miscellanmu. \TMT INC. Hazel Dell Avian \'.•ay RAB Goods Su FORM Rev April 2011 15,730.01).d 331 PM] August 29, 2011 To: Board of Public Works City of Carmel One Civic Center Carmel, IN 46032 Scope of Work Includes the Following T.M.T, I nc. 171 9 WEST 1 61 sr STREET WESTFIELD, IN 46074 317- 867 -3691 From: Suzy DuBois T.M.T., Incorporated Fax: 867 -5920 Concerning: Wall Construction for the Round -A -Bout Hazel Dell and Avian Way /Cherry Creek Drive Procurement, delivery, and installation of approximately 20 tons of Mansfield Stone from the Stone Co. or pre approved equivalent for the construction of planter walls. Walls to be constructed to a height no less than 30 inches above grade with a cap stone glued at an offset of 1 Utilization of NCMA construction standards. Procurement, delivery, and installation of a base of 53 crushed Limestone at a depth and width of 18" Excavated soil to be spread over the inside of the planting area. Procurement, delivery and installation of 468 linear feet of 3/8" steel edging to be placed 6 inches from the wall. Procurement, delivery and installation of five tons of sandalwood landscape aggregate to be installed between the wall and the metal edging. Prior to installation excavation to a depth of 4" to occur and 20 year barrier fabric to line the area prior to the application of the stone. Planter filled with soil as per specifications. Utilization of state safety procedures. Total Project Cost $15,730.00 Deduction for 6" Less Compacted Base of 53 crushed limestone $15,480.00 *this provides for a 12" base versus 18" base specified Thank you once again for the opportunity. Please feel free to contact me at 867 -3691 with any questions or comments. Bid information for: Wall construction for the round -a -bout (RAB) at Hazel Dell and Avian Way /Cherry Creek Drive. Including placement of pulverized topsoil for the round -a -bout. The contractor will purchase all supplies needed to: Build planter walls on the RAB using Mansfield stone form the Stone Co. or pre approved equivalent. Construction to meet all NCMA standards. Wall stones are to set on a base of 53 crushed Limestone 18" deep 18" wide or deeper if required by NCMA standards. Soil from excavation for base can be evenly spread over the inside of the planting area. Stone for walls to be glued together as required in the NCMA standards. Walls to be no less than 30 inches above grade this measurement to be from the base of the wall to the top of the stone cap. After the stone wall is built the cap stone is to be glued on with an offset of at least 1" to serve as a drip lip. A 3/8" steel edging is to be placed on the outside of the stone base leaving approximately 6" of space between the edging and the wall. The area between the planter and the edging is to be filled to the top with decorative landscape stone. Contractor is to glue a layer of 20 year weed fabric to the inside of the planter wall fabric is to start 2" from the top of the stone and extend to the ground with no less than 6" lining the bottom of stone planter, any seams are to be overlapped by at least 6" and glued together. After weed fabric is in place fill planter area with pulverized topsoil of quality equal to all other city of Carmel Specs. Planter will be filled with specified soil with a positive slope of no less than .5% and sloping down to 2" below the top of the capstone. Contractor is to call for all locates (including the city of Carmel) prior to any excavation. All State safety procedures must be followed. Precautions must be made to avoid damage to existing irrigation lines or contractor must make any and all repairs to damaged irrigation. For questions contact Parks Pifer at ppifer@carmel.in.gov or phone 317 650 -8282 All bids to be delivered or mailed in a sealed envelope with bid sheet on top to: Board of Public Works City of Carmel One Civic center Carmel, IN 46032 Bid deadline: Bids due to the above address by noon Aug 30, 2011 Jr Jr Jr Jr Jr Jr .TURF Jr Jr Jr Jr 1, Jr Jr Jr J, J. J, Jr Jr J J; iuniper J J J•Groundcover J J.procumbens Jr Rose J 'Wilton Jr NAW iker rwJ pas srPl. J, J Pink LL J, Knockout Jr Fringe Jr J Rost J Tree Jr Jr Jr Jr Jr J, J: J, J, J, J, Jr J, Jr Jr 4TuaF Jr 1 Chem Creek/ Avian Wad Landscape plan 9i,3 City of C ONE CIVIC SQUARE CARMEL, INDIANA 46032 -2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL 1997 IRCHASE ORDER DATE VENDOR 1 :ONFIRMATION QUANTI DEPARTMENT Send Invoice To: --Qc..rk� cC✓ SHIPPING INSTRUCTIONS ]rI' l e SHIP REPAID. C.O.D. SHIPMENTS CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABELS. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. 1 ••a 9 0 0 if INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35- 60000972 ORDERED BY TITLE CLERK TREASURER SHIP ?c✓ TO PLEASE INVOICE IN DUPLICATE PAYMENT PAGE PURCHASE ORDER NUMBER 2 S THIS NUMBER MUST APPEAR ON INVOICES, VOUCHER, DELIVERY MEMO, PACKING SLII SHIPPING LABELS AND ANY CORRESPONDEN( DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION CD,_✓ wAPJl eel- TY BLANKET CONTRACT UNIT OF MEASURE PAYMENT TERMS DESCRIPTION UNIT PRICE FREIGHT 224D 4 :)•(o2go� EXTENSION ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.