Bluegrass Farms/DOCS/40,000/Trees Bluegrass Farms of Indiana
DOCS -2013
Appropriation#44-624-00; P.O. #26602
Contract Not To Exceed$40.000.00
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 _Bluegrass Farms of Indiana, 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 44-624-00 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 Forty Thousand Dollars ($40,000.00) (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.
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective
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Bluegrass Farms of Indiana
DOCS -2013
Appropriation#44-624-00; P.O.#26602
Contract Not To Exceed$40.000.00
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.
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.
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Bluegrass Farms oflndiana
DOCS -2013
Appropriation#44-624-00; P.O. #26602
Contract Not To Exceed$40,000.00
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. E-VERIFY
Pursuant to I.C. § 22-5-1.7 et seq., Vendor shall enroll in and verify the work eligibility status of all of its
newly-hired employees using the E-Verify program, if it has not already done so as of the date of this
Agreement. Vendor is further required to execute the attached Affidavit, herein referred to as Exhibit D, which
is an Affidavit affirming that: (i) Vendor is enrolled and is participating in the E-verify program, and (ii) Vendor
does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its
entirety, attached Exhibit D. In support of the Affidavit, Vendor shall provide the City with documentation
that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect
until said Affidavit is signed by Vendor and delivered to the City's authorized representative. Should Vendor
subcontract for the performance of any work under this Addendum, the Vendor shall require any
subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with
any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-verify program.
Vendor shall maintain a copy of such certification for the duration of the term of any subcontract. Vendor
shall also deliver a copy of the certification to the City within seven (7) days of the effective date of the
subcontract. If Vendor, or any subcontractor of Vendor, knowingly employs or contracts with any
unauthorized aliens, or retains an employee or contract with a person that the Vendor or subcontractor
subsequently learns is an unauthorized alien, Vendor shall terminate the employment of or contract with the
unauthorized alien within thirty (30) days ("Cure Period"). Should the Vendor or any subcontractor of Vendor
fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence.
The E-Verify requirements of this Agreement will not apply should the E-Verify program cease to exist.
13. 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.
14. 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.
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Bluegrass Farms of Indiana
DOCS -2013
Appropriation#44-624-00, P.O. #26602
Contract Not To Exceed $40,000.00
15. 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.
16. 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.
17. 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.
18. 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 AND Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
ATTENTION: Mike Hollibaugh Carmel, Indiana 46032
If to Vendor: Bluegrass Farms of Indiana
1915 W. 53rd Street
Anderson, IN 46013
Telephone: 765-649-1012
E-Mail: kmccart@bluegrassfarms.net
ATTENTION: Kevin McCart
Notwithstanding the above, notice of termination under paragraph 19 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.
19. TERMINATION:
19.1 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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Bluegrass Farms of Indiana
DOCS -2013
Appropriation#44-624-00; P.O. #26602
Contract Not To Exceed$40,000.00
19.2 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.
20. 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.
21. 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.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2013 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.
23. 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.
24. 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.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
27. 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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Bluegrass Farms of Indiana
DOCS -2013
Appropriation N44-624-00; P.O.ti26602
Contract Not To Exceed$40,000.00
28. 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 Bluegrass Farms of Indiana
by and through its Board of Public
Works and Safety
By, ^ By.dd� r t it 61211
ames Brainar , esid' g Office r Authorized Signature
Date: 3 /
Brent Schalk
Printed Name
M ry Ann urke, Memb r
Date: — President
Title
Lori S.IWats n,Mpruber / FID/TIN: 361944954
Date: y3(lt3
Last Four of SSN if Sole Proprietor:
ATTEST:
Date: 3-27-13
Diana Cordray,IAMC/,F I Irk- feasurer
Date: / /3
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City of Carmel
�i�mc �� DEPARTMENT OF COMMUNITY SERVICES
/NUTANN
QUOTE REQUEST FOR PURCHASE OF TREES Contract not to exceed S40,000
Requests are due January 20th, 2012 at 9:00 am. Please submit to:
City of Carmel, IN
ATTN: Daren Mindham
Department of Community Services
One Civic Sq
Carmel, IN 46032
I. SCOPE OF SERVICES
The quote will be for the purchase of trees.The successful bidder will furnish all labor, materials,
equipment and services necessary to supply trees to a 'to be determined' location in or within five miles
of Carmel.
II. CITY OF CARMEL REPRESENTATIVE
All questions related to this quotes shall be forwarded to:
Daren Mindham
Urban Forester
One Civic Sq
Carmel, IN 46032
Phone: 317-571-2417
Email: dmindham@carmel.in.gov
III.WORK REQUIREMENTS
Please review the parameters of the quote:
Applicable Nursery Standards:
• American Standard for Nursery Stock. ANSI Z60.1 (current edition). American Association of
Nurserymen, Inc.
• Trees shall be subject to field inspection for quality of stock.
• Trees shall be part of the company's current inventory.
Requirements:
• Quote is for balled and burlap trees.
• Stock to be root pruned every other year.
• Tree canopy is custom trimmed per variety.
• Ball and burlap trees with ball sizes that are 25% larger than minimum nursery standard.
• Orders are assembled the day before delivery required,to assure fresh stock.
• Orders are tagged to be uniformly matched, if not personally selected by Urban Forester.
Exhibit
ONE CIVIC SQUARE CARMEL, INDIANA 46032 317-571-241
_co OF CANAsF*Q�ftTL . City o f
ri,..,,
1
MR o" DEPARTMENT OF COMMUNITY SERVICES
NDIANA
LAYOUT OF QUOTE
Please provide a price for each species per caliper class and note if these species are currently
available and in stock. (Actual species may vary):
Can you supply at least
Tree Species 2.00" 2.25" 2.50" 3.00" 6-8' Evergreen 40 of one size(circle)
Amelanchier-Serviceberry 110 - - - some
American Hornbeam 120 - - - Yes
Bald Cypress 100 110 120 135 Yes
Elm, hybrid 105 115 130 145 Yes
Hackberry 100 110 125 150 Yes
Gingko 137 - - - Yes
Honeylocust 95 110 115 Yes
Jap. Tree Lilac 100 - - - some
Jap. Zelkova 105 - 125 - some
London Plane - - - - Yes
Oak 110 115 130 - Yes
Redbud 110 - - - Yes
River Birch, single-stem - 100 - - some
Tuliptree 105 115 130 - Yes
Yellowwood 140 150 165 - Yes
Base Price—other species
Norway Spruce/evergreen 1 I 1 85 Yes
Delivery cost: Price per 100 trees: 285
Other Qualifications/Notes:
Company Name:, ^-• Signature: Date:
ONE CIVIC SQUARE CARMEL, INDIANA 46032 317-571-2417
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EXHIBIT D
AFFIDAVIT
Brent Schalk ,being first duly sworn,deposes and says that
he/she is familiar with and has personal knowledge of the facts herein and,if called as a witness in this
matter, could testify as follows:
•
1. I am over eighteen (18)years of age and am competent to testify to the facts contained
herein.
2. I am now and at all times relevant herein have been employed by
Blue Grass Farms, Inc. (the"Employer")
in the position of President
3. I am familiar with the employment policies, practices, and procedures of the Employer and
have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E-Verify program and has
provided documentation of such enrollment and participation to the City of Cannel,
Indiana.
5. The Company does not knowingly employ any unauthorized aliens.
FURTHER AFFIANT SAYETH NOT.
EXECUTED on the 27th day of March ,20 t s�
s GC
Printed: Brent Schalk
I certify under the penalties for perjury under the laws of the United States of America and the State of
Indiana that the foregoing factual statements and representations are true and correct.
441a,
Printed: Brent Schalk