Yardberry Landscape/ENG/Drainage 116th/Eden Glen/$18,000 Yardberry Landscape Excavating Co
Engineering 2011
Appropriation #211- 4462300 P.O. #25828
Contract Not To Exceed $18,000.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
®Nt
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 Yardberry Landscape Excavating Co., 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 211 4462300 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 Eighteen Thousand Dollars ($18,000.00) (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 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.
[\Vssvrappsl \Usa Da,a Adn, LLA W\sharal\ProfSvc, Gads Ss, \Engu a mg\2111 I \''ARDBERRY LANDSCAPE ESGAVATING Gads S vicu, FORM dot I0/21/2011 11 54 AM]
Yardberry Landscape Excavating Co
Engineering 2011
Appropriation #211 4462300 P.O. #25828
Contract Not To Exceed $18,000.00
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 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.
\Ussvrapp•l \Usv Data Admm\LAW\.haral\Prof.Svcs Goods Svc, \Engmavmg\201 I \YARDBERRY LANDSCAPE E\Cyl \'ATING- Gads Suvicos FORM -.dot 10/21/2011 I I:54 AM]
Yardberry Landscape Excavating Co
Engineering 2011
Appropriation #211- 4462300 P.O. #25828
Contract Not To Exceed $18,000.00
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.
\/1sssrapps I \User Data Admm\LA WWIartahProI1Svc. S Gads SvclEnguicamg\201 I ARDBERRV LANDSCAPE E\S4VATING Good, .S Swices FORM -.dnc 10/21/2011 11:54 AM]
Yardberry Landscape Excavating Co
Engineering 2011
Appropriation #211-4462300 P.O. #25828
Contract Not To Exceed $18,000.00
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: Yardberry Landscape Excavating Co.
9940 South 1000 West
Anderson, IN 46017
Telephone: 765- 378 -5783
E- Mail:tyarb @aol.com
ATTENTION: Tim Yardberry
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.
\Us>wappsl \User Data- Adnu\AV hand\Prnl: Svcs& Good. Svo\Engmoerutg\2011O'ARDBERRY LANDSCAPE EXC,4VATING- Gmdc Sumuts Sum FORM .do.11l /21/2111111: 54 AM]
Yardberry Landscape Excavating Co
Engineering 2011
Appropriation #211- 4462300 P.O. #25828
Contract Not To Exceed $18,000.00
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.
NIs.vrapp.Dusa dala- admm\LA \Vh:aul\Prof Svcs Gond. Svcs\Engmiv'mg\2011 WARDBERRY LANDSCAPE EXCrTING Gocxls &rv,c FORM dot 10/24 /21111 10 48 AM]
Yardberry Landscape Excavating Co
Engineering 2011
Appropriation #211- 4462300 P.O. #25828
Contract Not To Exceed $18,000.00
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 YARDBERRY LANDSCAPE EXCAVATING CO.
by and through its Board of Public
Works and Safety
7 By:
J
Date: ames Brainard, Presidin Officer Authorized e
b
_i'1 V4i 4cr((l
L./ 4 iri Printed Name
M.ry A Burke, Memb-r
Date: or ....I 0 N- Q 1
F rr. Title
Lori S. Wats. einber FID/TIN: 3s- 1 7 4
Date: I t ts j ri
Last Four of SSN if Sole Proprietor:
ATTEST:
Date: '7 -2--
‘4 i ttl 4
ana Cordray, IAMC, 1 Tr-asurer
Date:
Nswrappsl■O,ar Dma AAmmLLANWmvaPmrSvo 5 Cuud% S,. \Enpmvmg120115YARDBERRY LANDSCAPE E NKVATINC- GOOLE &S,v,cv FOkM ..Joc: 10!21/2011 1 154 AMJ
Page 5 of 6
BID PROPOSAL SUMMARY PAGE
Complete the following information and place as the cover page to
your bid packet. Insert all documents into an envelope with project
name and your company name clearly marked on the outside. Seal
the envelope.
Company:
a v c, b -eNry
Project Name: 116TH STREET D AND EDEN IMPROVEMENTS GLEN DRIVE
Date Submitted: o e/-1/
Bid Amount: (1/6.10,0
YES 0
(quoter) is claiming "Local Preference" on
Circle
this project.
one
Exhibit 44-
t
Page6of6
CITY OF CARMEL
BID PROPOSAL SHEET
116TH STREET AND EDEN GLEN DRIVE DRAINAGE IMPROVEMENTS
Item
Item Quantity Unit Unit Cost Total Cost
1 Myers SRI 830 Simplex Sewage System 1 LS l5;o60 d00
2 8 Inch HDPE smooth wall drive culvert 1 LS 1 o 0 o 3 O o 0
Total Proposal /8, 60 o
EXHIBIT B
Invoice
Date:
Naive of Company:
Address Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing Date Goods /Services Provided Cost Per Hourly Total
Goods /Services Goods/ (Describe each good /service Item Rate/
Service separately and in detail) Hours
Provided Worked
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation Disability Statutory Limits
Employer's Liability:
Bodily Injury by Accident /Disease: $100,000 each employee
Bodily Injury by Accident /Disease: $250,000 each accident
Bodily Injury by Accident/Disease: $500,000 policy limit
Property damage, contractual liability,
products completed operations:
General Aggregate Limit (other than
Products /Completed Operations): $500,000
Products /Completed Operations: $500,000
Personal Advertising Injury
Policy Limit: $500,000
Each Occurrence Limit: $250,000
Fire Damage (any one fire): $250,000
Medical Expense Limit (any one person): 50,000
Comprehensive Auto Liability (owned, hired and non owned)
Bodily Single Limit: $500,000 each accident
Injury and property damage: $500,000 each accident
Policy Limit: $500,000
Umbrella Excess Liability
Each occurrence and aggregate: $500,000
Maximum deductible: 10,000
CitY INDIANA RETAIL TAX EXEMPT PAGE
Of Carmel. CERTIFICATE NO. 003120155 002 0 PURCHASE ORDER NUMBER
FEDERAL EXCISE TAX EXEMPT 2 J r--R
35- 60000972
ONE CIVIC SQUARE THIS NUMBER MUST APPEAR ON INVOICES, A
CARMEL, INDIANA 46032 -2584 VOUCHER, DELIVERY MEMO, PACKING SLIP
SHIPPING LABELS AND ANY CORRESPONDENC
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL 1997
JRCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
1O \2k f
VENDOR
\10,v6 Wj L( Iuw mow(. SHIP 1 Je 00 E✓lp 1 V�SLSLYi vt�
40 SO V�� I OOO V� �'I TO
Q 1H
AY6e n ij 4190
CONFIRMATION BLANKET CONTRACT PAYMENT TERMS FREIGHT
QUANTITY UNIT OF MEASURE 1 DESCRIPTION UNIT PRICE EXTENSION
'byGli as' t Xtb V e-
`hn oa
Ovi
(H:01 kit
N o p.. "1" 0 .0 N
Send Invoice To: e (I
000
211 4 2ZoO
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT 1 PROJECT ACCOUNT 1 AMOUNT
PAYMENT
NP 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.
SHIPPING INSTRUCTIONS I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
SHIP REPAID.
C.O.D. SHIPMENTS CANNOT BE ACCEPTED.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL ORDERED BY
SHIPPING LABELS.
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 TITLE
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
r."0,1 iunr -..r i....rrr.r.. ale% 9 9 P
CLERK-TREASURER VFMnna r S rnov
r.