Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
BPW 121708 Paperless Packet
City of Carmel Board of Public Works and Safety Meeting December 17, 2008 10:00 A.M. Diana L. Cordray, Clerk Treasurer City of Carmel Office of the Clerk,Treasurer MEETING NOTICE CARMEL BOARD OF PUBLIC WORKS WEDNESDAY, DECEMBER 17, 2008 AT 10:00 A.M. COUNCIL CHAMBERS CARMEL CITY HALL ONE CIVIC SQUARE NOTICE IS HEREBY GIVEN THAT THE CITY OF CARMEL BOARD OF PUBLIC WORKS WILL HOLD A MEETING ON WEDNESDAY, DECEMBER 17, 2008, AT 10:00 A.M. IN THE COUNCIL CHAMBERS, CITY HALL, ONE CIVIC SQUARE. THE PURPOSE OF THE MEETING IS CITY BUSINESS. ONE CIVIC SQUARE CARMEL, INDIANA 46032 317/571 -2414 , It /,9 </ q~9 0 0 () OJ/ I I ;I f..,cJ ~~d +0r'hn~~.7J I <.£, ?-~ I) 'f ~q ~ 4. , all +L .5-/ CONTRACTS ~ a. Request for Purchase of Goods and Services; Walsh Construction; 136th and3-0 Keystone ($14,281,439.37); Michael McBride, City Engineer b. Request for Purchase of Goods and Services; Change Order #1 (final); Carmel DrivelAdams Paths; Harco Asphalt; (Increase $1,800.75); Michael 3-0 McBride, City Engineer . Request for Purchases of Goods and Services; Change Order #1 (final); 131sf Street Pedestrian Bridges; Duncan Robertson; (Increase $949.70); Michael McBride, City Engineer d. Request for Purchases of Goods and Services; Change Order #5; Pennsylvania 103rd to 106th; E&B Paving; (Increase $62,040.71); Michael McBride, City Engineer e. Request for Purchases of Goods and Services; Change Order #2; Bridge No. 194 over Little Cool Creek; Duncan Robertson; (Increase $3,828.12); Michael McBride, City Engineer 3;0 f. Request for Purchases of Goods and Services; PDSI; ($9,417.00); Chief Keith Smith, Carmel Fire Department g. Request for Purchases of Goods and Services; IMAVEX; ($5,047.00); John Duffy, Director of the Department of Utili ties h. Request for Purchases of Goods and Services; Express Scripts; Barbara Lamb, Director of Human Resources i. Request for Purchases of Goods and Services; Baker and Daniels; ($10,000.00); Barbara Lamb, Director of Human Resources s. USE OF CITY FACILITIES/STREETS Request to Use Gazebo, Common Areas and Grounds; Sell Popcorn atJ,D a. Summer Concerts; Various Dates; Frank Bertoni, Carmel Kiwanis Request to Use Caucus Room; (2/3); Meeting; January 7,2009; 7:00 p.m. to 5,.'()b. 9:00 p.m.; Emily Miller Danbury Homeowners Association 6. OTHER a. Request to Approve Agreement between the City of Carmel and Fraternal Order of Police; Chief Michael Fogarty, Carmel Police Department 3-0 ADJOURNMENT IO:~O C·rYL,:~a {) ~ c,J.9.t.-"' t~ Veolia $2,221,450.32 Infrastructure Systems $1,984,591.00 Poindexter Excavating $2,656,367.02 Atlas Excavating $1,974,263.00 Deichman Excavating $2,096,669.60 Howell Contractors $1,974,263.00 Valenti Held $1,797,021.49 Tramco $1,724,608.00 Eagle Valley $1,775,111.00 Brackney, Inc $1,859,620.95 Culy Construction $1,653,118.87 The bids were given to John Duffy, Director ofthe Department ofUtilities for review and recommendation. Bid Award for 2009 Salt Bid,' North American Salt ($84. 89/ton); this was the lowest and most responsive bid; Mayor Brainard moved to approve. Board Member Burke seconded. Request approved 3-0. PERFORMANCE RELEASES Resolution No. BPW-12-03-08-01,' Towne Oak Estates,' Curb & Gutters; Mayor Brainard moved to approve. Board Member Burke seconded. Request approved 3-0. Resolution No. BPW-12-03-08-02; Boardwalk Shops, RIWImprovements, Sidewalk/Asphalt Path; Mayor Brainard moved to approve. Board Member Burke seconded. Request approved 3 O. Resolution No. BPW-12-03-08-03,' Village Green Townhomes, Section 1,' Exterior Sidewalks/Asphalt Paths; Mayor Brainard moved to approve. Board Member Burke seconded. Request approved 3-0. CONTRACTS Requestfor Purchase ofGoods and Services; Duke Energy; Street Light 1161h and Ralston; Mayor Brainard moved to approve. Board Member Burke seconded. Request approved 3-0. Requestfor Purchase ofGoods and Services; Change Order #4; 131s' Street Towne Road to Shelborne Road; E&B Paving,· (Increase $75.15); Mayor Brainard moved to approve. Board Member Burke seconded. Request approved 3-0. REQUEST TO USE CITY FACILITIES/STREETS Request to Use Gazebo, Common Areas and Grounds,' Wedding; Sunday, September 6, 2009, 10:00 a.m. to 8:00 p.m.; Mayor Brainard moved to approve. Board Member Burke seconded. Request approved 3-0. Diana L. Cordray, IAMC Clerk-Treasurer Approved, Mayor James Brainard ATTEST: Diana L. Cordray, IAMC Clerk-Treasurer NOTICE TO BIDDERS Notice is hereby given that the Board of Public Works and Safety for the City of Carmel, Hamilton County, Indiana, will receive sealed bids for up to 21 fu11 size 2008 police package vehicles until 10:00 a.m. local time on December 17th, 2007 at the office of: Clerk-Treasurer, City of Carmel, One Civic Square, Carmel Indiana. Bids will be opened and read aloud on December 17th, 2008, at 10:00 a.m. local time Board of Public Works Meeting, in the Council Chambers at the same address. No Late Bids Will Be Accepted. All bids must be accompanied by a certified check, cashiers check or bid bond equal in amount to 10 percent of the bid. Bids must be good for 90 days. All bids must be submitted on the State Board of Accounts approved Fonn #96A. The bid envelope must be sealed and have the words "Police Car Bid" in the lower left hand comer. All bidders must file a Non-Collusion Affidavit, and all exceptions or changes must be listed on a separate page. The Cannel Board of Public Works and Safety reserves the right to reject any and all bids. A copy of specifications may be obtained at: Carmel Police Department Three Civic Square Carmel, Indiana Diana L. Cordray, Clerk-Treasurer Page 1 of 1 Johnson, Sandy M From: Duffy, John M Sent: Thursday, December 11, 2008 11 :03 AM To: Johnson, Sandy M Subject: bid award Contract 66A Sandy, For the December 17th BPW meeting, I wish to award the Keystone and 106th Street 36" transmission main, Contract 66A to Culy Construction and Excavating in the amount of $1,653,118.87. They were the lowest and most responsive bidder. I will also have contracts to sign at the December 17th meeting. Thank you. J Duffy 1211112008 LV. DVOLU VL ruu~~~ and Safety City of Carmel, ~VL~~ Indiana J..IC1L~: J..Ies,;elllper Resolution No : J.i, ~UUCl BPW-12-17-08-01 Principal: Panattoni Construction, Inc. From: City Engineer surety: Travelers Casualty & Surety Company of America Board Members: I have conducted final inspection of City Center @ Penn, Bldg. #2 Project, for the following improvements: ITEM Bond Number AMOUNT R/W Improvements 104840768 $ 90,285.00 Asphalt Path, Sidewalk 104840774 $ 13 ,000.00 Erosion & Sediment Control 104840764 $ 47,000.00 The above improvements have been completed and are acceptable to the City of Carmel. I recommend acceptance of said improvements, subject to the following conditions: 1 . Maintenance Guarantees in the amount of 15% of the Performance amount, for Streets and Curb & Gutters, be filed with the City of Carmel, said Guarantees to run for a period of (3) years . 2. Maintenance Guarantees in the amount of 10% of the Performance amount, for all improvements (minimum $100.00), be filed with the City of Carmel, said Guarantees to run for a period of (3) years . Approved: . ~ 1z12~--p, City Englneer Be it resolved by the Board of Public works and Safety, City of Carmel, Indiana on this 17th day of December 20~, that the Performance bonds for City Center @ Penn, Building #2 Project as listed above are hereby released and said improvements accepted by the City of Carmel, Indiana, subject to the listed conditions above. The effective date of the Maintenance bonds shall be the same date as this resolution. Signed: ______________________________________ Board of Public Works and Safety r.1 1-' A N A 1-' '1-' 0 N 1~ til CON S T Rue T ION, INC. December 3, 2008 City of Carmel One Civic Square Cannel, IN 46032 RE: Panattoni Construction, Inc. Bond # I 04840774: Perfonnance Bond Sidewalks Bond #104840768: Perfonnance Bond Right-of-Way Bond #104840764: Erosion Control Bond Dear Mr. Dick Hill: We have completed all work on the City Centre project and are requesting the above referenced bonds be released, if all work has been accepted by your agency. Our bonding company will require a letter or note indicating the date of release and the original bonds returned. You may route those through our office at: 8775 Folsom Blvd., Suite 100 Sacramento, CA 95826 We can then return the original bonds to our bonding agent for you. If you have any questions or need additional information, please feel free to call me. Sincerely, Debbie Fuller Office Manager /df cc: file 8775 Folsom Blvd., Suite 100 Sacramento, CA 98526 (916) 340-2400 * Fax: (916) 340-0565 , To: Board of Public Works Date: December 17, 2008 and Safety City of Carmel, Indiana Resolution No: BPW-12-17-08-0~ Principal: Carmel Hotel, LLC From: City Engineer Surety: Fifth Third Bank Board Members: I have conducted final inspection of Renaissance Hotel Project, for the following improvements: ITEM Bond Number AMOUNT Water Mains CIS406148 $ 45,000.00 R/W Improvements CIS406147 $ 90,000.00 Erosion & Sediment Control CIS406149 $ 20,000.00 The above improvements have been completed and are acceptable to the City of Carmel. I recommend acceptance of said improvements, subject to the following conditions: 1. The 3-year Maintenance Requirement for Water Mains is waived. The 3-year Maintenance amount for R/W Improvements is 15% of the Performance amount or $13,500. The 3-year Maintenance amount for Erosion Control is $2,000.00. Said Guarantees are to be filed with the City of Carmel and are to run for a period of (3) years from the date of release of the Performance Guarantees. APpro:::d~: 1A--d !" • ' .L--~~~r"c;l_~:>-- City Engineer Be it resolved by the Board of Public works and Safety, City of Carmel, Indiana on this 17th day of December 20~, that the Performance bonds for Renaissance Hotel Project as listed above are hereby released and said improvements accepted by the City of Carmel, Indiana, subject to the listed conditions above. The effective date of the Maintenance bonds shall be the same date as this resolution. Signed: ________________________________________ Board of Public works and Safety • WINEGARDNER& HAMMONS, INC. Professional Hotel Management December 2, 2008 Mr. Dick Hill City of Carmel Department of Engineering One Civic Square Carmel, IN 46032 Re: Carmel Renaissance Hotel 11925 N. Meridian St., Carmel, IN 46032 Mr. Hill: The purpose of this letter is to be included on the December 17, 2008 Board of Public Works and Safety (BPWS) agenda. Specifically, the Carmel Renaissance Hotel Project is seeking "Release of Performance Guarantees" from the Board for the following Letters of Credit due to expire on March 9, 2009: ~ CIS406147 for the Bike Path and Right of Way; Amount: $90,000 ~ CIS406148 for the Water Mains; Amount: $45,000 ~ CIS406149 for the Erosion Control; Amount: $20,000 The (2) sets of as-built drawings showing all site improvements in the consent to encroach area are attached. The drawings were stamped by Richard J. Gustafson, registered Land Surveyor, on 8/18/08 and recorded in instrument no. 2008029338 in the office of the Recorder in Hamilton County Indiana. Upon approval of this request and these drawings, I will proceed with issuance of a 3-year Maintenance Guarantee for each public facility improvement as follows: ~ Bike Path and Right of Way $90,000 x 15% =$13,500 .,. Water Mains $45,000 x 10% =$4,500 ~ Erosion Control $20,000 x 10% =$2,000 I look forward to receiving your directive in advance of the December 10, 2008 deadline. Please notify me via the email address or phone numbers listed at the bottom of the page. Thank you! Sincerely, Winegardner & Hammons, Inc. Jeff Eagle VP Construction Attachment C: Terry Dammeyer Bill O'Brien File: 90843-71901-01050 Direct Phone: (513) 794-2438 • E-Mail: jeff.eagle@whihotels.com Fax: (513) 794-2590. Cell: (513) 253-5004 4243 Hunt Road, Cincinnati, Ohio 45242 Ai.. To: Board of Public works Date: December 17. 2008 and Safety City of Carmel, Indiana Resolution No: BPW-12-17-08-03 Principal: Platinum Properties. LLC From: City Engineer Surety: Bond Safeguard Insurance Co. Board Members: I have conducted final inspection of Legacy Residential. Section 1 Project, for the following improvements: ITEM Bond Number AMOUNT Offsite Water Mains 5033207 $ 268,940.00 The above improvements have been completed and are acceptable to the City of Carmel. I recommend acceptance of said improvements, subject to the following conditions: 1 . Maintenance Guarantees in the amount of 15% of the Performance amount, for Streets and Curb & Gutters, be filed with the City of Carmel, said Guarantees to run for a period of (3) years. 2. Maintenance Guarantees in the amount of 10% of the Performance amount, for all improvements (minimum $100.00) , be filed with the City of Carmel, said Guarantees to run for a period of (3) years. ~02d7tt~ Clty Englneer Be it resolved by the Board of Public Works and Safety, City of Carmel, Indiana on this 17th day of September 20~, that the Performance bonds for Legacy Residential. Section 1 Project as listed above are hereby released and said improvements accepted by the City of Carmel, Indiana, subject to the listed conditions above. The effective date of the Maintenance bonds shall be the same date as this resolution. Signed: ________________________________________ Board of Public Works and Safety t/' , Properties December 8, 2008 City of Carmel Board of Public Works and Safety cIa Department of Engineering One Civic Square Carmel, Indiana 46032 RE: The Legacy Residential Section 1, Phase 1 Performance Release Request. Dear Board Members: Please accept this letter as our formal request for the release of a performance bond related to completed improvements at the above referenced project. We are currently requesting release of the following bond: • No. 5033207; The Legacy Residential Section 1, Phase 1; Offsite Water Mains in the amount of $268,940.00. All of the work has been substantially completed. Sincerely, ~r~ Tim Berry Project Manager Cc: Heather Beck, Hub International. Steve Edwards, Platinum Properties, LLC. File. 317 818-2900 • 317 863-2055 fax 9757 Westpoint Drive, Suite 600 • Indianapolis, IN 46256 ~ .. To: Board of Public Works Date: December 17, 2008 and Safety City of Carmel, Indiana Resolution No: BPW-12-l7-08-04 Principal: East Carmel, LLC From: City Engineer Surety: Bond Safeguard Insurance Co. Board Members: I have conducted final inspection of Legacy Master Infrastructure Project for the following improvements: ITEM Bond Number AMOUNT Sanitary Sewer Lift Station 5034255 $ 241.647 . 00 The above improvements have been completed and are acceptable to the City of Carmel . I recommend acceptance of said improvements, subject to the following conditions: 1 . Maintenance Guarantees for Sanitary Sewers, which included the Lift Station, were previously provided. Individual Maintenance Guarantees For the Sanitary Sewer Lift Station will not be required. Approved : 7zZ77YJ~City Englnee Be it resolved by the Board of Public Works and Safety, City of Carmel, Indiana on this 17th day of December 20~, that the Performance bonds for Legacy Master Infrastructure Project as listed above are hereby released and said improvements accepted by the City of Carmel, Indiana , subject to the listed conditions above. The effective date of the Maintenance bonds shall be the same date as this resolution. Signed: _______________________________________ Board of Public Works and Safety --• It Properties December 8, 2008 City of Carmel Board of Public Works and Safety CIO Department of Engineering One Civic Square Carmel, Indiana 46032 RE: The Legacy Master Infrastructure Phase 1 Performance Release Request. Dear Board Members: Please accept this letter as our formal request for the release of performance bonds related to completed improvements at the above referenced project. We are currently requesting release of the following bonds: • No. 5034255; The Legacy Master Infrastructure Phase 1; Sanitary Liri Station in the amount of $241,647.00. All of the work has been substantially completed. Sincerely, .2~ Tim Berry. Project Manager Cc: Heather Beck, Hub International. Steve Edwards, Platinum Properties, LLC. File. 317818-1900 • 317 863·2055 fax 9757 WestpoInt Drive, Suite 600 • Indianapolis, IN 46256 Walsh Construction Company " Engineering Department -2008 APP~OV~D. ,~S ro ,". Appropriation #920-4470604; P.O. #19786 ,. FORM8Y;_W _Contract Not To Exceed $14,281,439.37 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 Walsh Construction Company 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 920-4470604 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 Fourteen Million Two Hundred Eighty One Thousand Four Hundred Thirty Nine Dollars and Thirty Seven Cents ($14,281,439.37 ) (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 pursuant to or as part of that certain City of Carmel Engineering Department Bid Proposal Package for "Keystone Parkway and 136th Street Interchange" received by the City of Carmel Board of Public Works and Safety on or about October 15, 2008, 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. (Z:\.E 8ti.~\My DocwnaUS\ProrC'.QODaI S~\ENGINEERING\2008\WAJ..SH CONSTRUCTION CO.Good..,;: &. Sov1ct.."'.'1C:I2JJt2008 4·41 PM] Walsh Construction Company Engineering Department -2008 Appropriation #920-4470604; P.O. #19786 Contract Not To Exceed $14,281,439.37 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 witllin 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. [Z:\E 8as.s\My Docummts\ProfeuiooaJ SC"\1ca:\ENGrNEERfNG\200S\WAl.SH CONSTRUCTION CO.Good.s & savices'7 12/112008 4:41 PM] Walsh Construction Company Engineering Department -2008 Appropriation #920-4470604; P.O. #19786 Contract Not To Exceed $14,281 ,439.37 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. IZ'\E Ba~\My Ootumdlts\J'rofctSlon aJ SCI"Vlc.ao\ENGrNEERJNGUOOK\WALSH CONSTRUCTION CO.Goods & StrvIt.e'i.~: 121112008 4:41 PM'] Walsh Construction Company Engineering Department -2008 Appropriation #920-4470604; P.O. #19786 Contract Not.To Exceed $14,281,439.37 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, retum 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: Michael McBride AND Douglas C. Haney, City Attorney, Department of Law One Civic Square Carmel, Indiana 46032 If to Vendor: Walsh Construction Company 2749 N. State Road 39 LaPorte, Indiana 46350 Telephone: 219-324-4320 E-Mail: bkoester@walshgroup.com ATTENTION: Brad Koester 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. IBE BL,,\My DocumaI"lProf...,oool S",,«>IENGINEERINGI2008IWAlSH CONSTRUCTION CO. Good, '" Savi<e<.'!f:I lJll2008 4:41 PM] Walsh Construction Company Engineering Department -2008 Appropriation #920-4470604; P.O. #19786 Contract Not To Exceed $14,281,439.37 18.2 City rnay 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, 2008, 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. IZ:\£ Ba..mMy DocumClll~\Prof($.~looa1 S~NGrNEERJNG\20US\WALSH CONSTRlKTION cO.Good... &. Stl'V1CCS.~:I2JlnOOS 4:41 PM) Walsh Construction Company Engineering Department -2008 Appropriation #920-4470604; P.O. #19786 Contract Not To ExceecL$14,281,439.37 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 condiUon 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 WALSH CONSTRUCTION COMPANY by and through Its Board of Public Works and Safety By: James Brainard, Presiding Officer Date: __________ Jeffery P. Dunifon Printed Name Mary Ann Burke, Member Date: _________ Vice President TiUe Lori S. Watson, Member FIDfflN: 36-2 2 315 26 Date: __________ SSN if Sole Proprietor: _N....:.../_A_____ ATTEST: Date: December 3, 2008 Diana Cordray, IAMC, Clerk-Treasurer Date: ____________ 11.11 ~_.... ~!DJ>I!I\lOIIIIWAUMCONSTIl1JCTIOH ro.~o\s...-t 'lI',..••"1A] EXHIBITB Invoice Date: Name ofCompany: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided (Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name EXHIBIT C mSURANCECOVERAGES Worker's Compensation & Disability Employer's Liability: Bodily Injury by AccidentlDisease: Bodily Injury by AccidentlDisease: Bodily Injury by AccidentlDisease: Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): Products/Completed Operations: Personal & Advertising Injury Policy Limit: Each Occurrence Limi t: Fire Damage (anyone fire) : Medical Expense Limit (anyone person): Statutory Limits $100,000 each employee $250,000 each accident $500,000 policy limit $500,000 $500,000 $500,000 $250,000 $250,000 $ 50,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Single Limit: Injury and property damage: Policy Limit: Umbrella Excess Liability Each occurrence and aggregate: Maximum deductible: $500,000 each accident $500,000 each accident $500,000 $500,000 $ 10,000 ·-"""'. 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. §_~_~L~~~~_nvel~~: Company: Walsh Construction Company 2749 N. State Road 39 LaPorte, IN 46350 Project Name: Date Submitted: Keystone Parkway and 136th Street Interchange City of Carmel #07-08F October 15, 2008 Base Bid Amount: Alternate 1 Bid Amount: $ Jt.{ L qzq} c1?O. #N, 2 BI, '139. 37 Alternate 2a Bid Amount: ~ -q,N3.~ Alternate 2b Bid Amount: -- $-1/1'13, @ Revised 10/3/2008 "EXHIBIT ,t '!tv " / PART3A CONTRACT ITEMS AND UNIT PRICES City ofCarmel Project No. OT-OBF Alternate Bid #1 Keystone Parkway and 136th Street Interchange ITEM NO. DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL 1 CONSTRUCTION ENGINEERING LS 1 $2rohY', $ 3.30000 $ $ 2tP,COo 49.500.002 FIELD OFFICE. C MOS 15 3 FIELD OFFICE INTERNET SERVICE MOS 15 $ 100.00 $ 1,500.00 4 MOBILIZA TION AND DEMOBILIZATION LS 1 $Y'$ b,q,~f? l..f!PJ.~".f1 : 5 CLEARING RIGHT OF WAY LS 1 $ 200~000.00 $ 200,000.00 6 TRAFFIC SIGNAL EQUIPMENT, REMOVE EACH 1 $ 10,000.00 $ 10,000.00 7 PAVEMENT REMOVAL SYS 14712 $ 11.00 $ 161,832.00 8 GUARDRAIL, REMOVE LFT 2013 $ 2.50 $ 5,032.50 9 EXCAVATION, COMMON CYS 33184 $ 13.50 $ 447,984.00 10 EXCAVATION, UNCLASSIFIED CYS 4936 $ 1000 $ 49,360.00 11 TEMPORARY EROSION AND SEDIMENT CONTROL, CURB INLET PROTECTION EACH 10 $ 456.20 $ 4,562.00 12 TEMPORARY CHECK DAM, REVETMENT RIPRAP TON 89 $ 30.00 $ 2,670.00 13 TEMPORARY DITCH INLET PROTECTION EACH 18 $ 85.00 $ 1,530.00 14 TEMPORARY SEDIMENT TRAP TON 219 $ 30.00 $ 6,570.00 15 TEMPORARY SIL T FENCE LFT 4586 $ 2.20 $ 10,089.20 16 SUBGRADE TREATMENT, TYPE I SYS 39335 $ 4.30 $ 169,140.50 17 B BORROW CYS 8802 S 1850 $ 162,837.00 18 STRUCTURE BACKFILL, TYPE 1 CYS 6658 $ 18.50 $ 123,173.00 19 STRUCTURE BACKFILL, TYPE 2 CYS 672 $ 28.00 $ 18,816.00 20 STRUCTURE BACKFILL, TYPE 3 CYS 17995 $ 18.50 $ 332,907.50 21 STRUCTURE BACKFILL, TYPE 5 CYS 671 $ 74.00 $ 49,654.00 22 CHEMICAL MODIFIER, SOILS, MODIFYING WET FILL SOIL, LIME TON 5362 $ 94.51 $ 506,762.62 23 COMPACTED AGGREGATE, NO. 53, BASE TON 7298 $ 16.00 $ 116,768.00 24 SUBBASE FOR PCCP CYS 1542 $ 35.82 $ 55,234.44 25 COMPACTED AGGREGATE NO. 53, TEMPORARY FOR DRIVEWAYS TON 118 $ 36.64 $ 4,323.52 26 MILLING, ASP HAL T, 1 1/2 IN. SYS 7144 $ 332 $ 23,718.08 27 PROFILOGRAPH, HMA LS 1 $ 7,500.00 $ 7,500.00 28 HMA SURFACE, TYPE A TON 132 $ 100.00 $ 13,200.00 29 HMA SURFACE, TYPE C TON 701 $ 100.00 $ 70,100.00 30 HMA INTERMEDIATE, TYPE A TON 406 $ 6000 $ 24,360.00 31 HMA INTERMEDIATE, TYPE C TON 950 $ 69.00 $ 65,550.00 32 HMA INTERMEDIATE, OG, TYPE C TON 1089 $ 6500 $ 70,785.00 33 HMA BASE, TYPE C TON 2619 $ 60.00 $ 157,140.00 34 HMA INTERMEDIATE, OG, TYPE D TON 3964 $ 60.00 $ 237,840.00 35 HMA SURFACE, TYPE D TON 2796 $ 10000 $ 279,600.00 - . "EXhjBIT r4:~{{() PART3A CONTRACT ITEMS AND UNIT PRICES City ofCarmel Project No. 07-0BF Alternate Bid #1 Keystone Parkway and 136th Street Interchange ITEM NO. DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL 36 HMA INTERMEDIATE, TYPE 0 TON 3161 $ 65.00 $ 205,465.00 37 HMA BASE, TYPE 0 TON 12400 $ 57.00 $ 706.800.00 38 HMA WEDGE AND LEVEl. TYPE 0 TON 1073 $ 55.00 $ 59.015.00 39 ASPHALT FOR TACK COAT TON 27 $ 540.00 $ 14.580.00 40 PCCP, 121N. SYS 6053 $ 49.34 $ 298,655.02 41 PCCP TRUCK APRON , 7 IN. SYS 790 $ 42.94 $ 33,922.60 42 PCCP, 4IN. SYS 196 $ 56.35 $ 11,044,60 43 0·1 CONTRACTION JOINT LFT 3751 $ 11.38 $ 42,686.38 44 CONCRETE IMPRINTING SFT 10326 $ 4.50 $ 46,467.00 45 GUARDRAIL. W BEAM. 6 FT. 3 IN. SPACING LFT 1106 $ 17.00 $ 18.802.00 46 GUARDRAIL TRANSITION TYPE TGB EACH 1 $ 1.900.00 $ 1.900.00 47 GUARDRAIL. STEEL CURVED TERMINAL END SECTION EACH 1 $ 60.00 $ 60.00 48 IMPACT ATIENUATOR. R2 . W1 . TL-3 EACH 2 $ 14.400.00 $ 28.800.00 49 IMPACT ATIENUATOR. R2. W2. TL-3 EACH 2 $ 14,400.00 $ 28,800.00 50 GUARDRAIL END TREATMENT, OS EACH 3 $ 2,275.00 $ 6.825.00 51 HANDRAIL, PEDESTRIAN LFT 133 $ 148.25 $ 19,717.25 52 ORNAMENTAL RAILING LFT 2135 $ 140.00 $ 298.90000 53 BARRIER DELINEATOR EACH 55 $ 50.00 $ 2,750.00 54 CURB RAMP, CONCRETE, C SYS 89 $ 155.00 $ 13,795.00 55 CURB RAMP, CONCRETE. F SYS 21 $ 13000 $ 2,730.00 56 CURB RAMP. CONCRETE, G SYS 15 $ 195.00 $ 2,925.00 57 CURB RAMP, CONCRETE. H SYS 53 $ 80.00 $ 4,240.00 58 CURB RAMP, CONCRETE, L SYS 21 $ 135.00 $ 2.835.00 59 CURB, INTEGRAL, B. CONCRETE LFT 957 $ 13.20 $ 12,632.40 60 CURB, CONCRETE, MODIFIED LFT 434 $ 16.50 $ 7,161 .00 61 CURB AND GUTIER, B. CONCRETE LFT 1562 $ 18.00 $ 28.116.00 62 CURB AND GUTIER, CONCRETE, MODIFIED LFT 2692 $ 13.50 $ 36,342.00 63 CURB AND GUTIER, B, CONCRETE, MODIFIED LFT 1947 $ 12.50 $ 24,337.50 64 CURB AND GUTIER. C, CONCRETE, MODIFIED LFT 1145 $ 16.00 $ 18.32000 65 CURB TURNOUT EACH 3 $ 200.00 $ 600.00 66 CURB AND GUTIER, CONCRETE, ROLL LFT 476 $ 17.00 $ 8,092.00 67 MODIFIED CURB TURNOUT EACH 76 $ 50.00 $ 3,800.00 68 PAVED SIDE DITCH, A LFT 472 $ 106.50 $ 50,268.00 69 HMA FOR APPROACHES, TYPE A TON 332 $ 95.00 $ 31 ,540.00 70 PCCP FOR APPROACHES . 6 IN . SYS --- 115 $ 70.00 $ 8,050.00 "EXH1SIT~__ PART3A CONTRACT ITEMS AND UNIT PRICES City of Carmel Project No. 07-0BF Alternate Bid #1 Keystone Parkway and 136th Street Interchange ITEM NO. DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL 71 MAILBOX ASSEMBLY. SINGLE EACH 3 $ 150.00 $ 450.00 72 MAIL130X ASSEMBLY, DOUBLE EACH 2 $ 200.00 $ 400.00 73 GEOTEXTILES SYS 310 $ 2.15 $ 666.50 74 RIP RAP, CLASS 2 TON 21 $ 85.00 $ 1,785.00 75 RIPRAP, REVETMENT TON 272 $ 28 .00 $ 7,616.00 76 MOBILIZATION AND DEMOBILIZATION FOR SEEDING EACH 2 $ 500.00 $ 1.000.00 77 MULCHED SEEDING, T, CONVENTIONAL MIX SYS 13039 $ 0.32 $ 4,172.48 78 EROSION CONTROL BLANKET SYS 1198 $ 1.35 $ 1.61730 79 FERTILIZER TON 2 $ 700.00 $ 1,400.00 80 SEED MIXTURE. U LBS 808 $ 4.00 $ 3,232.00 81 MULCHING MATERIAL TON 11 $ 450.00 $ 4,950.00 82 WATER kGAL 37 $ 10.00 $ 370.00 83 TOP SOIL CYS 7042 $ 7.50 $ 52 ,815.00 84 SODDING, NURSERY SYS 8902 $ 3.35 $ 29,821 .70 85 IRRIGATION CONDUIT LFT 500 $ 22 .48 $ 11 ,240.00 86 CORED HOLE IN CONCRETE EACH 1 $ 2,279 .61 $ 2,279.61 87 MODIFIED CONCRETE BRIDGE RAILING TRANSITION, TPS-2 EACH 1 $ 2,422.88 $ 2,422.88 88 REINFORCED CONCRETE MOMENT SLAB, 12 IN. SYS 2118 $ 77.33 $ 163,784.94 89 MODIFIED PS-2 BRIDGE RAIL -TYPE I LFT 503 $ 117.93 $ 59,318.79 90 MODIFIED PS-2 BRIDGE RAIL, TYPE II LFT 323 $ 83.16 $ 26,860.68 91 MODIFIED 33 IN. BRIDGE RAIL. TYPE I LFT 1689 $ 83.39 $ 140,845.71 92 SEAL COAT, GRAFFITI RESISTANT SFT 59181 $ 0.52 $ 30,774.12 93 SURFACE SEAL SFT 19077 $ 0.39 $ 7,440.03 94 CULVERT, PRECAST BOX, REINFORCED CONCRETE, 6 FT. X 4 FT. LFT 115 $ 375.00 $ 43,125.00 95 CULVERT, PRECAST BOX, REINFORCED CONCRETE, 5 FT. X 5 FT. LFT 253 $ 365.00 $ 92,345.00 96 PIPE, REINFORCED CONCRETE, CIRCULAR, 36 IN. LFT 96 $ 115.00 $ 11,040.00 97 PIPE, TYPE 4, CIRCULAR, 61N . LFT 9107 $ 5.70 $ 51,909.90 98 PIPE, TYPE 4, CIRCULAR, 12 IN. LFT 20 $ 60.00 $ 1,200.00 99 PIPE, UNDERDRAIN OUTLET, 6 IN. LFT 775 $ 15.15 $ 11,741.25 100 PIPE. REINFORCED CONCRETE, CIRCULAR, 12 IN. LFT 1756 $ 28.00 $ 49,168.00 101 PIPE, REINFORCED CONCRETE, CIRCULAR, 15 IN. LFT 535 $ 32.00 $ 17,120.00 102 PIPE, REINFORCED CONCRETE, CIRCULAR, 18 IN . LFT 380 $ 35.00 $ 13,300.00 103 PIPE, REINFORCED CONCRETE , CIRCULAR, 24 IN. LFT 916 $ 50.00 $ 45,800.00 104 PIPE, TYPE 4, CIRCULAR, 4 IN. LFT 593 $ 25.00 $ 14,825.00 105 VIDEO INSPECTION FOR PIPE - LFT 3688 '---- $ 1.00 $ 3,688.00 "EXdiBIT _~ ----- PART 3A CONTRACT ITEMS AND UNIT PRICES City of Carmel Project No. 07-0BF Alternate Bid #1 Keystone Parkway and 136th Street Interchange ITEM NO. DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL 106 OUTLET PROTECTOR, 2 EACH 11 $ 400.00 $ 4,400.00 107 VIDEO INSPECTION FOR UNDERDRAINS LFT 3000 $ 1.00 $ 3,000.00 108 AGGREGATE FOR UNDERDRAINS CYS 1018 $ 30.00 $ 30,540.00 109 GEOTEXTILES FOR UNDERDRAIN SYS 10834 $ 1.00 $ 10,834.00 110 A20006 IN. PVC, PERFORATED LFT 2000 $ 7.00 $ 14,000.00 111 INLET TYPE HA EACH 8 $ 2,700.00 $ 21,600.00 112 CASTING, ADJUST TO GRADE EACH 3 $ 700.00 $ 2,100.00 113 INLET, J10 EACH 2 $ 1,400.00 $ 2,800.00 114 INLET, M10 EACH 2 $ 2,000.00 $ 4,000.00 115 INLET, UA EACH 1 $ 2,000.00 $ 2,000.00 116 CATCH BASIN, E7 EACH 3 $ 1,600.00 $ 4,800.00 117 CATCH BASIN, K10 EACH 6 $ 1,750.00 $ 10,500.00 118 MANHOLE, C4 EACH 9 $ 1,800.00 $ 16,200.00 119 MANHOLE, J EACH 2 $ 5,000.00 $ 10,000.00 120 STRUCTURE, INLET, RECONSTRUCT LFT 2 $ 960.00 $ 1,920.00 121 MANHOLE, C2 EACH 7 $ 2,200.00 $ 15,400.00 122 MANHOLE, J4 EACH 2 $ 40,000.00 $ 80,000.00 123 STORMWATER TREATMENT SYSTEM, TYPE I EACH 1 $ 65,000.00 $ 65,000.00 124 MASONRY COATING LS 19077 $ 1.25 $ 23,846.25 125 CONCRETE STAINING SFT 40105 $ 4.00 $ 160,420.00 126 FACE PANELS, CONCRETE SFT 46679 $ 15.35 $ 716,522.65 127 WALL ERECTION SFT 46679 $ 5.98 $ 279,140.42 128 LEVELING PAD, CONCRETE LFT 3342 $ 11.55 $ 38,600.10 129 COARSE AGGREGATE, NO.8 TON 3330 $ 21.19 $ 70,562.70 130 MODULAR BLOCK WALL WITH GROUND REINFORCEMENT SYS 79 $ 244.91 $ 19,347.89 131 MODULAR BLOCK WALL ERECTION SYS 79 $ 161.71 $ 12,775.09 132 CONSTRUCTION SIGN, C EACH 16 $ 260.70 $ 4,171.20 133 ROAD CLOSURE SIGN ASSEMBLY EACH 2 $ 322.03 $ 644.06 134 TEMPORARY PANEL SIGNS SYS 124 $ 160.00 $ 19,840.00 135 TEMPORARY PANEL SIGN SUPPORTS LFT 256 $ 53.00 $ 13,568.00 136 TEMPORARY PAVEMENT MARKING, REMOVABLE, 8 IN. LFT 1500 $ 1.74 $ 2,610.00 137 DETOUR ROUTE MARKER ASSEMBLY EACH 6 $ 189.13 $ 1,134.78 138 CONSTRUCTION SIGN, A EACH 1 $ 245.36 $ 245.36 139 FLASHING ARROW SIGN DAY 120 $ 7.16 $ 859.20 140 MAINTAINING TRAFFIC LS 1 $/~40oo $ /;&,~60(~t> I "EXHJBIT ,411(u n PART 3A CONTRACT ITEMS AND UNIT PRICES City of Carmel Project No. 07-0BF Alternate Bid #1 Keystone Parkway and 136th Street Interchange ITEM NO. DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL 141 BARRICADE. III-A LFT 48 $ 15.85 $ 760.80 142 BARRICADE, III-B LFT 108 $ 17.89 $ 1,932.12 143 TEMPORARY CHANGEABLE MESSAGE SIGN EACH 2 $ 9.993.24 $ 19,986.48 144 SIGN POST, SQUARE, 1. REINFORCED ANCHOR BASE LFT 526 $ 13.55 $ 7,127.30 145 SIGN. PANEL, WITH LEGEND SFT 215 $ 24.31 $ 5,226.65 146 WIDE FLANGE SIGN POST SUPPORT FOUNDATION, VII EACH 10 $ 451.81 $ 4,518.10 147 SIGN. SHEET, ENCAPSULATED LENS WITH LEGEND, 0.080 IN. THICKNESS SFT 205 $ 1883 $ 3,860.15 148 SIGN, SHEET, ENCAPSULATED LENS WITH LEGEND, 0.100 IN. THICKNESS SFT 109 $ 17.86 $ 1,946.74 149 STRUCTURAL STEEL, BREAKAWAY LBS 2019 $ 3.87 $ 7,813.53 150 DECORATIVE STREET SIGN ASSEMBLY DIRECTIONAL, INSTALLED EACH 4 $ 2.134.26 $ 8,537.04 151 DECORATIVE STREET SIGN ASSEMBLY, INSTALLED EACH 2 $ 2,445.15 $ 4,890.30 152 TRANSPORTATION OF SALVAGEABLE SIGNAL EQUIPMENT LS 1 $ 1,887.91 $ 1,887.91 153 WIRE, NO.4 COPPER, IN PLASTIC DUCT, IN PLASTIC CONDUIT, 4 1/C LFT 775 $ 8.39 $ 6,502.25 154 CONDUIT, PVC, 2 IN. LFT 775 $ 5.38 $ 4,169.50 155 CONDUIT, STEEL, GALVANIZED, 2 IN. LFT 537 $ 15.60 $ 8,377.20 156 WIRE, NO.4 COPPER, IN PLASTIC DUCT, IN CONDUIT, 4 1/C LFT 537 $ 8.39 $ 4,505.43 157 HANDHOLE, LIGHTING EACH 8 $ 848.75 $ 6,79000 158 LIGHT STANDARD FOUNDATION, 3 FT. DIA. X 8 FT. EACH 28 $ 1,015.49 $ 28,433.72 159 JUNCTION BOX EACH 2 $ 561.54 $ 1,123.08 160 WIRE, NO.4, COPPER, IN PLASTIC DUCT. IN TRENCH, 4 1/C LFT 7452 $ 7.85 $ 58,498.20 161 UNDERPASS CIRCUIT INSTALLATION, 1 LUMINAIRE EACH 2 $ 962.78 $ 1,925.56 162 SERVICE POINT, II EACH 2 $ 6,000.00 $ 12,000.00 163 TRANSITION FlnINGS, GALVANIZED STEEL CONDUIT TO PLASTIC CABLE EACH 3 $ 12.91 $ 38.73 164 CONNECTOR KIT, UNFUSED EACH 28 $ 32.27 $ 903.56 165 CONNECTOR KIT, FUSED EACH 28 $ 32.27 $ 903.56 166 MUL TIPLE COMPRESSION FiniNG. NON-WATERPROOFED EACH 60 $ 10.76 $ 645.60 167 MUL TIPLE COMPRESSION FiniNG, WATERPROOFED EACH 28 $ 53.79 $ 1,506.12 168 INSULATION LINK, NONWATERPROOFED EACH 56 $ 10.76 $ 602.56 169 INSULATION LINK, WATERPROOFED EACH 32 $ 53.79 $ 1,721.28 170 CABLE DUCT MARKER EACH 13 $ 75.30 $ 978.90 171 POLE CIRCUIT CABLE, 1 C NO. 10 STRANDED COPPER LFT 1920 $ 0.71 $ 1,363.20 172 CABLE INTERDUCT LFT 1370 $ 15.06 $ 20,632.20 173 HANDHOLE EACH 5 $ 740.11 $ 3,700.55 174 LUMINAIRE, ROADWAY, METAL HALIDE, 250 WAn, PORT HURON EACH 17 $ 1,56304 $ 26,571.68 175 LUMINAIRE, ROADWAY, METAL HALIDE, 250 WAn, MONGOOSE EACH 11 $ 952.02 $ 10,472.22 "EXHI " fl f+:b((O " --------------- PART3A CONTRACT ITEMS AND UNIT PRICES City of Carmel Project No. 07-0BF Alternate Bid #1 Keystone Parkway and 136th Street Interchange ITEM NO. DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL 176 LUMINAIRE, UNDERPASS, WALL MOUNTED, METAL HALIDE, 150 WATT EACH 2 $ 1,021 .95 $ 2,043.90 177 LIGHT FOUNDATION, BRIDGE MOUNT, WITH GROUNDING EACH 4 $ 180.72 $ 722.88 178 LIGHT POLE, 30 FT. E.M.H. DUAL 1.5 FT. MAST ARM, BREAKAWAY BASE EACH 11 $ 1,94708 $ 21,417.88 179 LIGHT POLE, 30 FT. E.M.H., 8 FT. MAST ARM, TRANSFORMER BASE, DECORATIVE POLE. MAST ARM AND BASE EACH 13 $ 7,935.69 $ 103,163.97 180 LIGHT POLE, 15 FT. E.M.H., 4 FT. MAST ARM, TRANSFORMER BASE, DECORATIVE POLE. MAST ARM AND BASE EACH 4 $ 6,438 .27 $ 25.753.08 181 PAVEMENT MESSAGE MARKINGS, REMOVE EACH 11 $ 184.02 $ 2,024 .22 182 LINE, EPOXY, BROKEN, WHITE, 4 IN. LFT 132 $ 0.44 $ 58 .08 183 TRANSVERSE MARKINGS, THERMOPLASTIC, CROSSWALK, WHITE, 24 IN. LFT 440 $ 5.62 $ 2,472.80 184 LINE, EPOXY, SOLID, WHITE, 4 IN. LFT 2509 $ 0.44 $ 1,103.96 185 LINE, EPOXY, SOLID, YELLOW, 4 IN. LFT 2784 $ 0.44 $ 1,224.96 186 LINE, EPOXY, SOLID, WHITE, 8 IN. LFT 241 $ 0.73 $ 175.93 187 TRANSVERSE MARKING, REMOVE LFT 77 $ 10.22 $ 78694 188 LINE, THERMOPLASTIC, BROKEN, WHITE. 4 IN. LFT 2283 $ 0.40 $ 913.20 189 LINE, THERMOPLASTIC. SOLID. WHITE, 4 IN. LFT 7478 $ 0.40 $ 2.991.20 190 LINE. THERMOPLASTIC. SOLID. WHITE. 8 IN . LFT 2510 $ 0.72 $ 1,807.20 191 LINE. THERMOPLASTIC, SOLID, WHITE. 24 IN. LFT 217 $ 5.62 $ 1.219.54 192 LINE. REMOVE LFT 800 $ 0.38 $ 304.00 193 LINE. EPOXY. SOLID. WHITE. 24 IN . LFT 28 $ 14.72 $ 412.16 194 LINE. THERMOPLASTIC, SOLID, WHITE. 6 IN. LFT 357 $ 1.79 $ 639.03 195 LINE, THERMOPLASTIC. SOLID, YELLOW. 4 IN. LFT 9441 $ 0.40 $ 3.776.40 196 TRANSVERSE MARKINGS. THERMOPLASTIC. SOLID. YELLOW. CROSSHATCH .INE. 12 IN. LFT 30 $ 10.22 $ 306.60 197 TRANSVERSE MARKINGS. THERMOPLASTIC, STOP LINE. 24 IN . LFT 80 $ 10.22 $ 817.60 198 TRANSVERSE MARKINGS. THERMOPLASTIC, "SHARKS TEETH" LFT 81 $ 10.22 $ 827.82 199 PAVEMENT MESSAGE MARKINGS. THERMOPLASTIC. LANE INDICATION ARROW EACH 6 $ 153.35 $ 920.10 200 PAVEMENT MESSAGE MARKINGS, THERMOPLASTIC. WORD (ONLY) EACH 2 $ 204.47 $ 408 .94 201 PAVEMENT MESSAGE MARKINGS , THERMOPLASTIC. FISHHOOK LANE INDICATION ARROW EACH 2 $ 281.14 $ 562.28 202 SNOWPLOWABLE RAISED PAVEMENT MARKER EACH 233 $ 29.11 $ 6.782.63 203 LINE, THERMOPLASTIC. SOLID. YELLOW. 8 IN. LFT 236 $ 0.72 $ 169.92 204 LINE. THERMOPLASTIC. BROKEN. WHITE. 12 IN.. 3 FT. STRIPE -3 FT. GAP LFT 105 $ 6.65 $ 698.25 205 RETAINING WALL MOCK UP LS 1 $ 15,622.00 $ 15,622.00 206 BRIDGE RAIL MOCK UP LS 1 $ 20,000.00 $ 20.000.00 207 FLAT-WORK MOCK UP LS 1 $ 10,000.00 $ 10.000.00 208 FORMLINER, WALL PANELS SFT 46679 $ 0.50 $ 23.339.50 209 FORMLINER, MODIFIED PS-2 RAILING FOR ROADWAYS. FRONT FACE LFT 825 $ 24 .68 $ 20.361 .00 210 FORMLINER, 33 IN. BRIDGE RAIL FOR RAMPS, REAR FACE LFT 2169 $ 22.35 $ 48.477.15 "EXH ~8IT_ If-fito " --- PART3A CONTRACT ITEMS AND UNIT PRICES City ofCarmel Project No. 07-0BF Alternate Bid #1 Keystone Parkway and 136th Street Interchange ITEM NO. DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL 136TH ST. BRIDGE ITEMS 211 CONSTRUCTION ENGINEERING LS 1 $ 100,000.00 $ 100,000.00 212 MOBILIZATION AND DEMOBILIZATION LS 1 $ 250,000.00 $ 250,000.00 213 EXCAVATION, DRY CYS 163 $ 10.74 $ 1,750.62 214 BBORROW CYS 55 $ 45.55 $ 2,505.25 215 AGGREGATE FOR END BENT BACKFILL CYS 178 $ 43.45 $ 7,734.10 216 DENSE GRADED SUBBASE CYS 32 $ 70.79 $ 2,265.28 217 CONCRETE IMPRINTING SFT 8925 $ 4.50 $ 40,162.50 218 ORNAMENTAL RAILING LFT 225 $ 140.00 $ 31,500.00 219 CURB, INTEGRAL, CONCRETE LFT 168 $ 15.00 $ 2,520.00 220 REINFORCED CONCRETE BRIDGE APPROACH SYS 188 $ 75.28 $ 14,152.64 221 GEOTEXTILES SYS 390 $ 1.94 $ 756.60 222 DYNAMIC PILE LOAD TEST EACH 2 $ 6,000.00 $ 12,000.00 223 TEST PILE, RESTRIKE EACH 2 $ 1,000.00 $ 2,000.00 224 TEST PILE EACH 2 $ 2,970.67 $ 5,941.34 225 PILE TIP, STEEL H EACH 62 $ 100.00 $ 6,200.00 226 PILE, STEEL H, HP 12 X 53 LFT 2380 $ 44.31 $ 105,457.80 227 PILE, STEEL H, HP 12 X 74 LFT 2660 $ 56.39 $ 149,997.40 228 CONCRETE,A,SUBSTRUCTURE CYS 240 $ 500.00 $ 120,000.00 229 CONCRETE, B, FOOTINGS CYS 90 $ 250.00 $ 22,500.00 230 REINFORCING BARS LElS 74169 $ 0.75 $ 55,626.75 231 REINFORCING BARS, EPOXY COATED LBS 228775 $ 0.84 $ 192,171.00 232 CONCRETE,C,SUPERSTRUCTURE CYS 961 $ 570.00 $ 547,770.00 233 CONCRETE, C, RAILING CYS 43 $ 580.00 $ 24,940.00 234 STRUCTURAL MEMBERS, CONCRETE I-BEAM, III, 45 IN. X 16 IN. LFT 1505 $ 200.00 $ 301,000.00 235 SURFACE SEAL LS 1 $ 8,000.00 $ 8,000.00 236 ANCHOR PLATE, AP 1 EACH 56 $ 500.00 $ 28,000.00 237 PIPE, END BENT DRAIN, 6 IN. LFT 504 $ 3.79 $ 1,910.16 238 MASONRY COATING SFT 6490 $ 1.25 $ 8,112.50 239 CONDUIT, PVC, 2 IN. LFT 237 $ 5.38 $ 1,275.06 240 CONCRETE STAINING SFT 263 $ 4.00 $ 1,052.00 241 STREET NAME SIGN, BRIDGE MOUNTED, DECORATIVE EACH 2 $ 6,000.00 $ 12,000.00 242 FORMLlNE, SPECIALTY, CITY SEAL EACH 2 $ 5,000.00 $ 10,000.00 243 FORMILINER, BRIDGE RAIL, REAR FACE LFT 229 $ 52.82 $ 12,095.78 244 FORMILINER, BRIDGE RAIL, FRONT FACE LFT 229 $ 46.31 $ 10,604.99 H(~~~~ ~~ ~Ilr ;f-[)/Il) PART 3A CONTRACT ITEMS AND UNIT PRICES City ofCarmel Project No. 07·08F Alternate Bid #1 Keystone Parkway and 136th Street Interchange ITEM NO. DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL COOL CREEK BRIDGE ITEMS 245 CONSTRUCTION ENGINEERING LS 1 $100.00000 $ 100.000.00 246 MOBILIZATION AND DEMOBILIZATION LS 1 $J2G,1,3~~ $ 17Jft(!.~ 248 DEBRIS REMOVE LS 1 $ 10.000.00 250 GUTTER TURNOUT, REINFORCED CONCRETE, REMOVE EACH 1 $ 200.00 $ 20000 251 PRESENT STRUCTURE, REMOVE PORTIONS LS 1 $ 200,000.00 $ 200,000.00 252 EXCAVATION, WATERWAY CYS 1240 $ 7.84 $ 9,721 .60 253 EXCAVATION, WET CYS 117 $ 7.97 $ 932.49 254 EXCAVATION, DRY CYS 78 $ 8.29 $ 646.62 255 AGGREGATE FOR END BENT BACKFILL CYS 108 $ 63.18 $ 6,823.44 256 DENSE GRADED SUBBASE CYS 118 $ 73 .14 $ 8,630.52 257 CONCRETE IMPRINTING SFT 2086 $ 4.50 $ 9,387.00 258 GUARDRAIL TRANSITION TYPE TGB EACH 4 $ 1,900.00 $ 7,600.00 259 BARRIER DELINEATOR EACH 10 $ 7.23 $ 72.30 260 CURB, INTEGRAL, CONCRETE LFT 105 $ 12.00 $ 1,260.00 261 REINFORCED CONCRETE BRIDGE APPROACH SYS 699 $ 52.72 $ 36,851.28 262 RIPRAP, REVETMENT TON 1009 $ 28 .00 $ 28,252.00 263 GEOTEXTILES SYS 1497 $ . 2.15 $ 3.218 .55 264 SLOPEWALL, CONCRETE, 4 IN. SYS 329 $ 50.00 $ 16,450.00 265 PILE, CONCRETE. STEEL SHELL ENCASED, 0.184 IN., 121N. LFT 25 $ 226.76 $ 5,669.00 266 DYNAMIC PILE LOAD TEST EACH 2 $ 5,500.00 $ 11,000.00 267 TEST PILE, RESTRIKE EACH 2 $ 1,000.00 $ 2,000.00 268 TEST PILE EACH 2 $ 3,000.00 $ 6,000.00 269 PILE, STEEL H, HP 12 X 53 LFT 2504 $ 44.22 $ 110.726.88 270 PILE TIP, STEEL H EACH 40 $ 100.00 $ 4,000.00 271 CONCRETE,A,SUBSTRUCTURE CYS 305 $ 500.00 $ 152,500.00 272 CONCRETE, B, FOOTINGS CYS 14 $ 570.00 $ 7,980.00 273 FIELD DRILLED HOLE IN CONCRETE EACH 96 $ 17.19 $ 1.650.24 274 REINFORCING BARS LBS 28573 $ 0.75 $ 21,429.75 275 REINFORCING BARS, EPOXY COATED LBS 217786 $ 0.84 $ 162,940.24 276 THREADED TIE BAR ASSEMBLY, EPOXY COATED EACH 62 $ 59.42 $ 3,684.04 277 CONCRETE, C, SUPERSTRUCTURE CYS 816 $ 668.62 $ 545,593.92 "EXH;Ur.__t~.__ " PART 3A CONTRACT ITEMS AND UNIT PRICES City o( Carmel Project No. 07-0BF Alternate Bid 111 Keystone Parkway and 136th Street Interchange ITEM NO. DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL 278 CONCRETE, C, RAILING CYS 29 5OvC(',14-sal,'2£ 279 CONCRETE BRIDGE RAILING TRANSITION , TBC EACH 4 2/o:v.~ ~ CO• I c:t:(). - 280 STRUCTURAL MEMBERS, CONCRETE I-BEAM, II , 361N . X 12 IN. LFT 2352 2.CO.t6! 41oAa>,qQ 281 SURFACE SEAL LS 1 I~CXXl~ l~.ax>.C9. 282 ANCHOR PLATE , AP 1 EACH 64 ~,c;"~ 25-_~ro,~ 283 PIPE , END BENT DRAIN, 6 IN. LFT 340 +,?~ \ 4"¥i,~ 284 PIPE , PVC, 6 IN. LFT 125 '2J."b..i 2-/1C:. i ' 2.£ 285 CONDUIT, PVC, 2 IN. LFT 375 S-,-~ 2.,0f=t . ~ 286 GRATES , BASINS , AND FITTIGS, CAST IRON LBS 576 -T,~ .4/032-. '!: 287 BORROW CYS 19349 1-s-o , --1#5", it"1.~ 288 STORMWATER TREATMENT SYSTEM , TYPE III EACH 1 ~CLCQ?~ 80000, S9 289 MODIFIED 33 IN . BRIDGE RAIL, TYPE II LFT 478 Itr;O.t£ "tI,ibO,C:9 TOTAL: 1\ {'1, U> I t 4S1" TI SUBMITTED BY: Walsh Const~uction Company SIGNATURE t#(/(hf, J e y P. Dunifon TITLE: Vice P~es i den t ADDRESS: 2749 N. State Road 39 LaPo~te, IN 46350 " IX It'I/!,i' If (D/ID-~! •.! t--D8 _ ~... ....... ------------------------------------------------------------------------------- , CITY OF CARMEL TO: CONTRACT CHANGE ORDER NO .: 1 (Final) Harco Asphalt Paving Inc. DATE: 10/21/08 1650 Harco Way PROJECT NAME: Carmel Dr.! Adams St. Path Indianapolis, IN 46217 CITY REO. NO.: CITY PO NO.: 19134 CITY PO DATE: 6/4/08 APPrlO":O AS TO FORM BY ~ Lz.oY. ~ I. You are directed to make the following changes in this Contract: (Brief Description) ITEM AMOUNT (+) OR (-) DAYS SEE ATIACHED SHEET FOR EXPLANATION OF CHANGES II. The following referenced Documents further describe the changes outlined in Paragraph I, and are to be considered a part of this Change Order: R.F.P.: W.D.C. No.: ___ Other:______________________________________________________________________________________ The changes result in the following adjustment of Contract Price and Contract Time: Contract Price prior to this Change Order $ 97.895.09 Contract Price will be increased/decreased by this Change Order $ 4.803.30 !JBrr?-:7-5 New Contract Price including this Change Order $ 99;698.39 ~9...G!l.5~}34 Contract Time Prior to this Change Order Days Completion Date Net increased/decreased resulting from this Change Order Days Current Contract Time including this Change Order Days Completion Date This Change Order is for full and final settlement of all direct, indirect, impact costs and time extensions incurred at any time resulting from the performance of the changed work. The Above Changes Are The Above Changes Are Approved: Recommended As;gepted: ./1 Ci~ of Carmel ,'AlkO/7Y/tic.rk ENGINEER . CONTRl)eTOR James Brainard, Mayor One Civic Sguare d:dO~Dk-~ Address Address Mary Ann Burke, Member Carmel IN 46032 m1l£Y£t:4<$>~~/. ~/7 ________ City/State/Zip Ci~~~tqte/Zip / ' Lori Wat~on, Member By: B¥.-J , , / ATIEST. Dan GreskamQ ~~/7/( signatu re) ')I Phone: (317) 714-3058 Diana Cordray , Clerk-Treasurer Date: 11/24/08 Date://-~fi&~' Date: ________ 2%2~ Michael T. McBnae City Engineer Date: ________ 1 Final Change Order Item #5 3 Inch Diameter Tree Relocate (-$236.40) Underrun -The tree was not relocated because the path was moved to avoid the tree. Item #7 HMA Surface for Path +$94.20 Substantially as Planned -This was within 5% of the planned quantity. Item #8 HMA Intermediate for Path (-$3,020.17) Underrun -Not as much intermediate bituminous material was used in the binder lift as was shown on the plans. Item #9 Compacted Aggr. No.53 Base (-$744.83) Underrun -Not as much stone was used in the subbase as was shown on the plans. Change Order #1 +$5,707.95 Overrun -Existing soil conditions required undercuts in various locations along Adams Street and Carmel Drive. Top soil was stockpiled from the previous Midwest ISO project along the edge of the roadway at various locations. The top soil was removed and replaced with clay material that was trucked in from another site. Additional sidewalk was removed to make the wheelchair ramps ADA compliant. ... CITY OF CARMEL PROJECT NO. 08-04 Carmel Drive I Adams Street Path ITEM NO. DESCRIPTION UNITS UNIT PRICE ORIGINAL ESTIMATE FINAL ESTIMATE OVERRUNS UNERRUNS QUANTITY AMOUNT QUANTITY AMOUNT QUANTITY AMOUNT QUANTITY AMOUNT 1 Mob -Demobilization, Vestal Ditch LSUM 2,659.50 1.00 2,659.50 1.00 2,659.50 2 Maintenance of Trafffic LSUM 1,773.00 1.00 1,773.00 1.00 1,773.00 3 Clearing Right of Way LSUM 11,642.70 1.00 11,642.70 1.00 11,642.70 4 Linear Grading for Path LFT 3.37 1,980.00 6,672.60 1,980.00 6,672.60 5 3 Inch Diameter Tree, Relocate EACH 236.40 1.00 236.40 0.00 0.00 1.00 236.40 6 Structure, Sanitary Manhole, Reconstruct LSUM 2,364.00 1.00 2,364.00 1.00 2,364.00 7 HMA Surface for Path TON 104.67 180.00 18,840.60 180.90 18,934.80 0.90 94.20 8 HMA Intermediate for Path TON 84.86 297.00 25,203.42 261.41 22,183.25 35.59 3,020.17 9 Compacted Aggregate No. 53 Base TON 22.03 605.00 13,328.15 571.19 12,583.32 33.81 744.83 10 4 Inch Concrete Sidewalk SYS 141.84 6.00 851.04 6.00 851.04 11 Concrete Curb Ramp, Type G SYS 246.05 49.00 12,056.45 49.00 12,056.45 12 ITEM DELETED 0.00 0.00 0.00 0.00 0.00 13 Erosion Control Measures LSUM 1,140.63 1.00 1,140.63 1.00 1,140.63 14 Mulched Seeding SYS 0.43 2,620.00 1,126.60 2,620.00 1,126.60 EWA Change Order #1 LSUM 5,707.95 1.00 5,707.95 1.00 5,707.95 TOTALS 97,895.09 99,695.84 5,802.15 4,001.40 OVERRUN 1,800.75 1,800.75 Page 1 of 2 • TO: CONTRACT CHANGE ORDER NO.: I (r/nal) ,.. t/dl"lCarl '/?o6erl.:fbr1 ~ Inc. DATE: 1/-/8-08 PROJECT NAME:/'SISt"5fr~1 f?edR-~i-rlan Br,dq~s1&5" ;5 ~fe :::¥reefCITY REQ. NO.: VeSt-a/ ftJ1llck;?er "'Pt1c6€.! rtz:1rlklta) IN 46/31 CITY PO NO.: 16eS8 CITY PO DATE: APpnov:;o AS TO FORM B.;--:>tL UJY , -t:::? I. You are directed to make the following changes in this Contract: (Brief Description) ITEM AMOUNT (+) OR (-) DAYS :5ee all-dChta::! sheels, II. The following referenced Documents further describe the changes outlined in Paragraph I, and are to be considered a part of this Change Order. R.F.P.: W.D.C. No.: __ ~er.__~~~~_~~___~~_~~____~~_~~__________ ___ The changes result in the following adjustment of Contract Price and Contract Time: Contract Price prior to this Change Order $:B10)42~.50 Contract Price will be increased/decreased by this Change Order $ : 4CJ, 70 New Contract Price including this Change Order $ 31L ~7li.ga Contract Time Prior to this Change Order -Days CompletionDate Net increased/decreased resulting from this Change Order -Days Current Contract Time including this Change Order -Days Completion Date This Change Order is for full and final settlement of all direct, indirect, impact costs and time extensions incurred at any time resulting from the perfonnance of the changed work. The Above Changes Are The Above Changes Are Approved: Recommended Accepted: Clfq of' Carmel L?q~N~~~~._______=-_______~---------_ ENGIr4EER CONTRACTOR James Brainard. Mayor £1/7e CI y/c §v~re eo, 4'0)(/ ~:S-7 Address Address Mary Ann Burke. Member &rmel IA) 4b032. ~~~/5/~~~~~~_____ CitylStatelZip Ctty/StatelZip Lori Watson, Member By: ATTEST: BY~ ~ ./ .€lIZ qreSKOmp #/c~L 0. ~~-" (print name.v-....-?'/7W2£~ (signature)7 signature) Phone: 7/'/:-3058 Phone: 3/c-7.&-~a,Z4 Diana Cordray, Clerk-Treasurer Date: 1/-/8-t:J8 Date: L/-.20-08 Date: ------------ 7!1.:z~ Michael T. McBride City Engineer Date: /21t /zM8 I I , Final Change Order Item No. 8 ~ HMA Surface, Type A (+ $4,478.00) Overrun because of an error in the plan quantity for Vestal Ditch. Item No. 11 ~ Riprap, Revetment (-$547.80) Underrun because of an error in the plan quantity. Not as much riprap was required as was called for in the plans to provide slope protection for Vestal Ditch. Item No. 13 ~ Timber Pile, Driven (-$1,110.00) Underrun because not as much piling length was required as was called for in the plans. The piles achieved bearing above the elevation shown in the plans for Vestal Ditch. Item No. 27 ~ Compacted Aggregate No.3 Base (+ $429.50) Overrun because fill material was added to reduce the grade for the Mitchener Ditch bridge. Item No. 28 ~ HMA Surface, Type A (+ $140.00) Substantially as planned. Final quantity was within 5% of the plan quantity for Mitchener Ditch. Item No. 31 ~ Riprap, Revetment (-$1,245.00) Underrun because of an error in the plan quantity. Not as much riprap was required as was called for in the plans to provide slope protection for Mitchener Ditch. Item No. 32 ~ Sodding (-$4,485.00) Underrun because the sodding was eliminated from the contract and replaced with erosion control blanket Item No. 35 ~ Timber Pile, Driven (-$1,205.00) Underrun because not as much piling length was required as was called for in the plans. The piles achieved bearing above the elevation shown in the plans for Mitchener Ditch. EWA No.1 ~ Modify Railing (+ $1,450.00) Overrun because additional wood was used on the handrails to provide a smooth surface for pedestrians at the Vestal Ditch bridge. EWA No.2 -Erosion Control Blanket (+ $3,045.00) Overrun because erosion control blanket was used in place of sodding. ..... CITY OF CARMEL PROJECT NO. 03-03 131ST STREET PEDESTRIAN BRIDGES ITEM NO. DESCRIPTION UNITS UNIT PRICE ORIGINAL ESTIMATE FINAL ESTIMATE OVERRUNS UNERRUNS QUANTITY AMOUNT QUANTITY AMOUNT QUANTITY AMOUNT QUANTITY AMOUNT 1 Construction Engineering Vestal Ditch LSUM 3,000.00 1.00 3,000.00 1.00 3,000.00 2 Mob -Demobilization, Vestal Ditch LSUM 10,000.00 1.00 10,000.00 1.00 10,000.00 3 Clearing Right of Way -Vestal Ditch LSUM 2,000.00 1.00 2,000.00 1.00 2,000.00 4 Excavation, Common CYS 25.00 20.00 500.00 20.00 500.00 5 Borrow CYS 25.00 294.00 7,350.00 294.00 7,350.00 6 Aggregate for End Bents CYS 60.00 13.80 828.00 13.80 828.00 7 Compacted Aggregate No. 53 Base TON 25.00 74.00 1,850.00 74.00 1,850.00 8 HMA Surface, Type A TON 200.00 44.00 8,800.00 66.39 13,278.00 22.39 4,478.00 9 Right of Way Markers EACH 150.00 4.00 600.00 4.00 600.00 10 Geotextiles SYS 4.00 292.00 1,168.00 292.00 1,168.00 11 Riprap, Revetment TON 30.00 200.00 6,000.00 181 .74 5,452.20 18.26 547.80 12 Mulched Seeding, Type R SYS 2.00 496.00 992.00 496.00 992.00 13 Timber Pile, Driven LFT 5.00 540.00 2,700.00 318.00 1,590.00 222.00 1,110.00 14 Timber Ped. Bridge, Installed -Vestal LSUM 25,000.00 1.00 25,000.00 1.00 25,000.00 15 Pre-Fab Timber Package -Vestal LSUM 75,000.00 1.00 75,000.00 1.00 75,000.00 16 Construction Sign, A EACH 250.00 2.00 500.00 2.00 500.00 17 Temporary Silt Fence LFT 1.00 500.00 500.00 500.00 500.00 18 Construction Entrance EACH 500.00 2.00 1,000.00 2.00 1,000.00 19 Construction Engineering Mitchener Ditch LSUM 3,000.00 1.00 3,000.00 1.00 3,000.00 20 Mob -Demobilization, Mitchener Ditch LSUM 10,000.00 1.00 10,000.00 1.00 10,000.00 21 Clearing Right of Way -Mitchener Ditch LSUM 2,000.00 1.00 2,000.00 1.00 2,000.00 22 Paved Side Ditch, Remove LFT 25.00 10.00 250.00 10.00 250.00 23 Excavation, Common CYS 25.00 15.00 375.00 15.00 375.00 24 Borrow CYS 17.50 893.00 15,627.50 893.00 15,627 .50 25 Excavation, Waterway CYS 50.00 28.00 1,400.00 28.00 1,400.00 26 Aggregate for End Bents CYS 60.00 15.20 912.00 15.20 912.00 27 Compacted Aggregate No. 53 Base TON 25.00 105.00 2,625.00 122.18 3,054.50 17.18 429.50 28 HMA Surface, Type A TON 200.00 62.00 12,400.00 62 .70 12,540.00 0.70 140.00 29 Right of Way Markers EACH 150.00 6.00 900.00 6.00 900.00 30 Geotextiles SYS 4.00 281 .00 1,124.00 281 .00 1,124.00 31 Riprap, Revetment TON 30.00 196.00 5,880.00 154.50 4,635.00 41 .50 1,245.00 32 Sodding SYS 5.00 897.00 4,485.00 0.00 0.00 897.00 4,485.00 33 Pipe, Underdrain, Non Perferated 4 Inch LFT 10.00 36.00 360.00 36.00 360.00 34 Outlet Protector, Type 2 EACH 500.00 1.00 500.00 1.00 500.00 35 Timber Pile, Driven LFT 5.00 540.00 2,700.00 299.00 1,495.00 241.00 1,205.00 36 Timber Ped. Bridge, Installed -Mitchener LSUM 25,000.00 1.00 25,000.00 1.00 25,000.00 37 Pre-Fab Timber Package -Mitchener LSUM 71 ,000.00 1.00 71,000.00 1.00 71 ,000.00 Page 1 of 2 ......' 38 Construction Sign, A EACH 250,00 2.00 500.00 2.00 500.00 39 Temporary Silt Fence LFT 1.00 600.00 600.00 600.00 600.00 40 Construction Entrance EACH 500.00 2,00 1,000.00 2.00 1,000.00 EWA Modified Railing LSUM 1,450.00 1.00 1,450.00 1.00 1,450.00 EWA Erosion Control Blanket SYS 3.50 870.00 3,045.00 870.00 3,045.00 TOTALS 310,426.50 311,376.20 9,542.50 8,592.80 OVERRUN 949.70 949.70 Page 2 of 2 5 , CITY OF CARMEL APP:lOV:O AS TO FORM BY ~ L'\.(J'I.TO: CONTRACT CHANGE ORDER NO.: E&B Paving DATE: 12/1/2008 17042 Middleton Ave PROJECT NAME: Penn St (103rd to 106th St) Project #06-18 Noblesville. In 46060 CITY REO. NO.: CITY PO NO.: CITY PO DATE: I. You are directed to make the following changes in this Contract: Repair storm sewer at Meridian Plaza, install water valve extension, and replace luminaires SCHEDULED ADJUSTMENT ITEMS AMOUNT (+)OR(-)DAYS Item I through 155 $62,040.71 o II. The following referenced Documents further describe the changes outlined in Paragraph I, and are to be considered a part of this Change Order: R.F.P.: W.D.C. NO.: ___ Other: _____________ The changes result in the following adjustment of Contract Price and Contract Time: Contract Price prior to this Change Order $2.575.799.31 Contract Price will be increased /decreased by this Change Order $62.040.71 New Contract Price including this Change Order $2,637,840.02 Contract Time prior to this Change Order 180 Days 12/13/07 Completion Date Net increased /decreased resulting from this Change Order 107 Days Current Contract Time including this Change Order 527 Days 12/1/2008 Completion Date This Change Order is for full and final settlement ofall direct, indirect, impact costs and time extensions incurred at any time resulting from the performance of the changed work. The Above Changes Are The Above Changes Are Approved Recommended Accepted CROSSROAD ENGINEERS E&B PAVING ENGINEER CONTRACTOR 3417 Sherman Drive 17042 Middleton Ave Address Address Michael McBride, City Engineer Beech Grove, IN 461 07 Noblesville. IN 46060 City/State/Zip Mary Ann Burke, Member By:/ ~il;JA ::ry~ Lori Watson, Member Pho~555 Phone:_______ ATTEST: Date: 1'2-/~412/)/)B Date: /,;., -01./-of{' Diana Cordray, Clerk-Treasurer , Date: .-------- CITY OF CARMEL Pennsylvania St 103rd to 106th St, Project #06-18 CHANGE ORDER #5 TABLE (FINAL) .. ORIGINAL ORIGINAL FINAL FINAL ITEM NO. DESCRIPTION UNIT PRICE QUANTITY AMOUNT QUANTITY AMOUNT OVER/(UNDER) 1 Construction Engineering $ 26,000.00 1 $26,000.00 1.00 $26,000.00 $0.00 2 Mobilization and Demobilization $ 127,000.00 1 $127,000.00 1.00 $127,000.00 SO.OO 3 Maintenance of Traffic $ 59,900,00 1 $59,900.00 1.00 $59,900.00 $0,00 4 MOT. Construction Sign, Type"N $ 185.00 51 $9,435.00 53.00 $9,805.00 $370.00 5 MOT, Construction Sign, Type "B" $ 45.00 14 $630,00 13,00 $585.00 ($45.00 6 MOT, Barricade, Type III·B $ 14.50 250 $3,625.00 250.00 $3,625,00 $0.00 7 MOT, Detour Route Marker Assembly $ 77.00 44 $3.388,00 44.00 $3,388.00 $0.00 8 MOT, Road Closure Sign Assembly $ 370.00 16 $5,920.00 16.00 $5,920.00 $0,00 9 MOT, Marking, line, White 4 Inch S 0,80 311 $2,489,60 4,437.00 $3.549.60 $1 ,060.00 10 MOT, Marking, line, White 8 Inch $ 1.70 90C $1,530,00 160.00 $272.00 ($1,258.00) 11 MOT. Marking, line, Broken, White, 4 Inch $ 1.10 117~ $1,292.50 80.00 $88.00 ($1,204.50)1 12 MOT, Marking. Line, Dotted. White, 8 Inch $ 1.70 200 $340.00 50.00 $85.00 ($255.00)1 13 MOT, Marking, line, Yellow, 4 Inch $ 0.80 88g( S7,112.00 7,728.00 $6.182.40 ($929.60)1 14 MOT, Marking, line, Yellow, 6 Inch $ 1.25 18ge $2,368.75 0.00 $0,00 ($2.368.75): 15 MOT, Marking, Message, Word "Only", White $ 125,00 6 $750.00 0.00 $0.00 ($750.00 16 MOT, Marking, Message, Lane Indication Arrow, White $ 103.00 € $618,00 4.00 $412.00 ($206.001 17 MOT, Marking, Message, Fishhook, White $ 183.00 18 $3,294.00 4.00 $732.00 .1$2.562.001 18 MOT, Marking, Transverse, Crosshatch, White, 12 inch $ 2,85 309 $880.65 93.00 $265.05 ($615,60) 19 MOT, Marking, Transverse, Crosswalk. White, 24 Inch $ 5.50 740 $4,070,00 0.00 $0.00 ($4,070.00) 20 MOT, Marking, Transverse, Stop Bar. White, 24 Inch $ 5.50 89 $489.50 0.00 SO.OO ($489.50) 21 MOT, Marking, Transverse, Yield line, White $ 5.05 137 $691,85 61 .00 $308.05 ($383.80) 22 MOT, Temporary Traffic Control Barrier $ 17.70 400 $7.080.00 416,00 $7,363.20 $283.20 23 MOT, Temporary Asphalt Pavement $ 92.77 200 $18,554.00 236.34 $21,925.26 $3,371 .26 24 MOT, Aggregate for Maintaining Traffic $ 14.00 400 $5,600,00 370,27 $5.183,78 ($416,22) 25 Field Office Equipment (Deleted) $ 3,000.00 1 $3.000.00 0.00 $0.00 ($3,000.00) 26 Clearing Right of Way $ 95.000.00 1 $95,000.00 1.00 $95,000.00 $0.00 27 Clearing, Transportation of Miscellaneous Salvageable Items $ 1,500.00 1 $1,500.00 0.00 $0.00 ($1.500.00) 28 Clearing. Traffic Signal. Remove. Salvage, and Transport $ 3,000.00 1 $3,000.00 1.00 $3,000.00 $0.00 29 Excavation. Common $ 17.50 842e $147,437.50 9.196.03 $160,930.53 $13,493.03 30 Borrow $ 2.60 92e $2.405.00 0.00 SO.OO ($2,405.00) 31 Erosion Control. Temporary Silt Fence $ 1.60 1285 $2,056.00 180.00 $288.00 ($1,768.00) 32 Erosion Control. Temporary Inlet Protection $ 70.00 27 $1.890.00 0.00 $0.00 ($1,890.00) 33 Erosion Control. Temporary Culvert Pipe Protection $ 70.00 4 $280.00 1.00 $70.00 ($210.0t)) 34 Subgrade Treatment, Type IV $ 10.55 21743 $229,388.65 4,254.00 $44,879.70 ($184,508.95) 35 Subbase. Compacted Aggregate, No. 53. Base $ 37.13 912 $33,862.56 707.03 $26,252.02 ($7,610.54 36 Milling, Asphalt $ 6.44 1538 $9,904.72 2.052.90 $13.220.68 53,315.96 37 HMA Type B, Surface $ 70.00 144!i $101.220.00 1.537.52 5107,626.40 $6,406.40 38 HMA Type B, Intermediate $ 60.00 2199 $131,940.00 2.287.12 $137.227.20 55.287",2Q.. .,.. CITY OF CARMEL Pennsylvania St 103rd to 106th St, Project #06-18 CHANGE ORDER #5 TABLE (FINAL) ORIGINAL ORIGINAL FINAL FINAL ITEM NO. DESCRIPTION UNIT PRICE QUANTITY AMOUNT QUANTITY AMOUNT OVER/(UNDER) 39 HMA Type B, Intermediate C $ 49.00 3123 $153,027.00 2,919.24 $143,042.76 ($9.984.24 ) 40 HMA Type B Base $ 52.00 5810 $302,120.00 5,774.48 $300,272.96 ($1 .847.04) 41 HMA for Patching, Type B $ 110.00 82 $9,020.00 15.93 51,752.30 ($7,267.70) 42 HMA for Trail, Type B $ 85.00 432 536,720.00 585.16 549,738.60 $13,018.60 43 HMA for Approach, Type B $ 100.00 332 $33,200.00 354.31 535,431.00 $2,231 .00 44 HMA for Tack Coat 5 250.00 19 $4,750.00 1.77 $442.SO ($4 ,307.50) 45 Concrete Pavement for Driveways, 6 in $ 55.00 611 533,605.00 470.40 $25,872.00 . ($7, 733.00) 46 Concrete, Sidewalk, 4 Inch 5 37.00 749 527,713.00 844.80 531,257.60 53,544.60 47 Concrete, Curb Ramp $ 115.00 239 527,485.00 330.10 537,961.50 510,476.50 48 Concrete, Median $ 200.00 18 $3,600.00 23.51 $4,702.00 $1,102.00 49 Concrete, Apron, Mountable $ 55.00 458 $25,190.00 473.00 526,015.00 5825.00 50 Concrete. Curb and Gutter, Type II 5 17.50 4584 $80,220.00 5,618.00 598,315.00 $18,095.00 51 Concrete, Curb and Gutter, Type III 5 20.06 4,238 585,014.28 3,950.00 579,237.00 (55,777.28) 52 Concrete, Curb, Straight 5 28.57 13 53,771 .24 10.00 5285.70 ($3,485.54) 53 Mailbox Assembly, Single 5 lSO.00 4 5600.00 6.00 5900.00 $300.00 54 Monument. Type B $ 525.00 2 51,OSO.00 1.00 5525.00 ($525.00) 55 Monument, Type C 5 375.00 3 $1,125.00 3.00 51,125.00 $0.00 56 Monument, Type 0 $ 200.00 2 $400.00 1.00 $200.00 ($20000) 57 Sod $ 4.28 5123 521 ,926.44 7,623.00 532,626.44 510,700.00 58 Landscape, Topsoil 5 4.00 1500 $6,000.00 478.80 51 ,915.20 ($4.084.80) 59 Landscape, Tree, PrunusSerrulata 'Royal Burgundy' 5 300.00 25 $7,SOO.00 0.00 50.00 ($7 .500.001 60 Landscape, Tree, Pinus Strobus $ 280.00 10 52,800.00 0.00 50.00 ($2.800.00) 61 Landscape, Tree, Zelkova Serrata Village Green' $ 270.00 SO $13,500.00 0.00 $0.00 ($13,500.00) 62 Landscape, Shrub, lIex Glabra 'Chamzin' $ 55.00 100 $5,500.00 0.00 50.00 ($5,500.00) 63 Landscape, Shrub, Juniperous Chinensis 'Sea Green' 5 38.00 825 $31,3SO.00 388.00 $14,744.00 ($16,606.00) 64 Landscape, Shrub, Prunis Cistena $ 62.50 25 $l,562.SO 0.00 $0.00 ($1 ,562.50) 65 Landscape, Shrub. Rosa 'Meivahyn' $ 38.00 725 527,550.00 552.00 520,976.00 ($6,574.00) 66 Landscape, Shrub, Vibumum Burltwoodii 5 81 .SO 25 $2,037.SO 0.00 $0.00 ($2,037.50) 67 Landscape, Plant, Liriope Muscari 'Big Blue' 5 20.00 900 518,000.00 900.00 $18,000.00 50.00 68 Landscape, Plant, Coreopsis Verticillata 'Zegreb' $ 16.75 200 53,350.00 0.00 50.00 ($3,350.00) 69 Landscape, Plant, Hemerocallis 'Stella O'Oro' $ 16.75 200 53,3SO.00 440.00 57.370.00 54,020.00 70 Landscape, Plant, Lavendula Angustifolia 'Munstead Strain' 5 16.75 300 55,025.00 0.00 50.00 (55,025.00) 71 Landscape, Plant, Assorted Annuals 5 5.00 100 5500.00 500.00 52,SOO.00 52,000.00 72 Water, Fire Hydrant, Relocate 5 7,850.00 3 523,5SO.00 2.00 515,700.00 ($7,850.00) 73 Water, Valve Box Adjust 5 955.00 4 53,820.00 6.00 $5,730.00 $1,910.00 74 Water, Meter Pit, Relocate 5 7,425.00 5 $37,125.00 4.00 $29,700.00 (57,425.00) 75 Storm Sewer, Pipe, 12" 5 28.00 951 526,628.00 1,033.00 528,924.00 52,296.00 76 Stoll11 Sewer, I"ipe, 15" $ 29.00 1178 $34,16~ 1,153.90 $33,463.10 (5698.90) ~ CITY OF CARMEL Pennsylvania St 103rd to 106th St, Project #06-18 CHANGE ORDER #5 TABLE (FINAL) ORIGINAL ORIGINAL FINAL FINAL ITEM NO. DESCRIPTION UNIT PRICE QUANTITY AMOUNT QUANTITY AMOUNT OVER/(UNDER) 77 Storm Sewer, Pipe, 18" $ 34.00 380 $12,920.00 361 .10 $12,277.40 ($642.60) 78 Storm Sewer, Pipe, 30" $ 90.00 12 $1 ,080.00 11 .70 $1,053.00 ($27.00) 79 Storm Sewer, Pipe, 36" $ 59.00 929 $54,811 .00 594.80 $35,093.20 ($19,717.80 80 Storm Sewer, End Section, 12" $ 625.00 3 $1,875.00 4.00 $2,500.00 $625.00 81 Storm Sewer, Catch Basin, A·2 $ 1,500.00 1 $1,500.00 1.00 $1,500.00 $0.00 82 Storm Sewer, Catch Basin, C·15 $ 1,600.00 4 $6,400.00 4.00 $6,400.00 $0.00 83 Storm Sewer, Catch Basin, M-10 $ 2,200.00 3 $6,600.00 3.00 $6,600.00 $0.00 84 Storm Sewer, Inlet, B-15 $ 2,100.00 4 $8,400.00 4.00 $8,400.00 $0.00 85 Storm Sewer, Inlet, C-15 $ 1,600.00 3 $4,800.00 3.00 $4,800.00 $0.00 86 Storm Sewer, Inlet, E-7 $ 1,300.00 1 $1,300.00 1.00 $1,300.00 $0.00 87 Storm Sewer, Inlet, F-7 $ 1,400.00 1 $1 ,400.00 1.00 $1 ,400.00 $0.00 88 Storm Sewer, Inlet, J-10 $ 1,450.00 4 $5,800.00 4.00 $5,800.00 $0.00 89 Storm Sewer, Inlet, M· 10 $ 2,000.00 2 $4,000.00 3.00 $6,000.00 $2,000.00 90 Storm Sewer, Manhole, C-4 $ 2,100.00 5 $10,500.00 4.00 $8,400.00 ($2,100.002. 91 Storm Sewer, Manhole, J-4 $ 5,500.00 2 $11,000.00 3.00 $16,500.00 $5,500.00 92 Storm Sewer. Manhole, Reconstruct $ 390.00 4 $1,560.00 0.00 $0.00 ($1,560.00) 93 San~ary Sewer, Cleanout Reconstruction $ 675.00 1 $675.00 1.00 $675.00 $0.00 94 Storm Sewer, Casting, Adjust to Grade $ 675.00 3 $2,025.00 0.00 $0.00 ($2.025.00 95 Storm Sewer, Casting Type "4", Fumish and Adjust $ 1,005.00 2 $2,010.00 2.00 $2,010.00 $0.00 96 Storm Sewer, Structure Backfill $ 20.00 1962 $39,240.00 1,608.30 $32,166.00 ($7.074.00) 97 Underdrain Pipe, 6" $ 4.30 3951 $16,989.30 4,323.00 $18,588.90 $1,599.60 98 Underdrain Geotextile $ 1.17 2634 $3,081 .78 2,698.00 $3,156.66 $74.88 99 Underdrain Aggregate Backfill $ 31.00 341 $10,571.00 272.00 $8,432.00 ($2,139.00) 100 Retaining Wall $ 75.00 84 $6,300.00 84.00 $6,300.00 $0.00 101 Retainin,9 Wall, Railing $ 200.00 28 $5,600.00 28.00 $5,600.00 $0.00 102 Sign, Sheet, Encapsulated Lens with Legend, 0.100 inch Thickness $ 17.00 579 $9,843.00 334.14 $5,680.38 ($4 ,162.62) 103 Sign, Sheet, Encapsulated Lens with Legend, 0.125 inch Thickness $ 21 .00 27 $567.00 26.60 $558.60 ($8.40) 104 Sign Post, Square, 1, Reinforced Anchor Base $ 13.00 900 $11,700.00 533.00 $6,929.00 ($4 ,771 .00) 105 Sign Post, Decorative $ 1,520.00 8 $12,160.00 9.00 $13,680.00 $1 ,520.00 106 Lighting, Pole, Ornamental, 30 Ft, 8Ft Mast Arm with Luminaire $ 8,810.00 8 $70,480.00 8.00 $70,480.00 $0.00 107 Lighting, Controller Cabinet, P-1, Modified $ 4,050.00 2 $8,100.00 2.00 $8,100.00 50.00 108 Lighting, Controller Cabinet Foundation, P-l, Modified $ 1,030.00 2 $2,060.00 2.00 $2,060.00 $0.00 109 Lighti~ Service Point $ 740.00 2 $1,480.00 2.00 $1 ,480.00 $0.00 110 Lighting, Wire, No 4 Copper, in Plastic Duct, in Trench, 4 1/C $ 10.00 360 $3,600.00 974.00 $9,740.00 $6,140.00 111 Lighting, Conduit, Steel, Galvanized, 2 inch $ 12.00 525 56,300.00 439.00 $5,268.00 (51,032.00) 112 Lighting, Cable Duct Marker $ 100.00 6 $600.00 6.00 5600.00 $0.00 113 Marki~ Line, Thermo., Solid, White, 4 Inch $ 0.35 484 $169.40 6,835.00 $2,392.25 52,222.85 114 Marking, Line, Thermo., Solid, White, 8 Inch $ 0.75 900 $675.00 934.00 $700.50 -$25.50 ~ CITY OF CARMEL Pennsylvania St 103rd to 106th St, Project #06-18 CHANGE ORDER #5 TABLE (FINAL) ORIGINAL ORIGINAL FINAL FINAL ITEM NO. DESCRIPTION UNIT PRICE QUANTITY AMOUNT QUANTITY AMOUNT OVER/(UNDER) 115 Marking. Line. Thermo .. Solid. Yellow. 6 Inch $ 0.55 1895 $1.042.25 0.00 $0.00 ($1 .042.25) 116 Marking. Line. Thermo .• Broken. White. 4 Inch $ 0.35 1175 $411 .25 1.090.00 $381 .50 ($29.75) 117 Marking. Line. Thermo .• Dotted. White. 4 Inch $ 0.80 200 $160.00 0.00 $0.00 ($160.00 ' 118 Marking. Transverse. Thermo .. Crosshatch. White. 12 Inch $ 2.05 309 $633.45 223.00 $457.15 ($1 76.30) 119 Marking. Transverse. Thermo .. Crosswalk Line. White. 24 Inch $ 3.50 740 $2.590.00 738.00 $2.583.00 ($7.00) 120 Marking. Transverse. Thermo .• Stop Line. White. 24 Inch $ 3.50 41 5143.50 0.00 50.00 ($14350) 121 Marking. Transverse. Thermo .. Yield Bar. White. 24 Inch 5 3.50 137 $479.50 144.50 5505.75 526.25 122 Marking. MesslIlie. Thermo.. Word,"Only". White $ 110.00 6 $660.00 9.00 $990.00 $330.00 123 Marking. Message. Thermo .• Lane Indication Arrow. White $ 95.00 6 $570.00 9.00 $855.00 $285.00 124 Marking. Message. Thermo .• Fishhook. White $ 195.00 18 $3.510.00 17.00 $3.315.00 ($195.00) 125 Field Office Location. Utilities. and Equipment $ 2.110.00 6 $12.660.00 8.00 $16.880.00 $4 .220.00 126 Field Office Internet Service (Deleted) $ 210.00 6 $1 .260.00 0.00 $0.00 ($1 .260.00) 127 Subgrade Treatment. Type I. 16 in Chemical Soil Modification $ 8.68 ·0 $0.00 14.099.00 $122.379.32 $122.379.32 128 Focal Point. 103rd Street Roundabout $ 14.203.30 0 $0.00 1.00 $14.203.30 $14.203.30 129 Focal POint. 106th Street Roundabout $ 14.203.30 0 $0.00 1.00 $14.203.30 $14.203.30 130 Landscape. Tree. Zelkova Serrata Village Green'. 2.5" Caliper $ 510.86 0 $0.00 39.00 519.923.54 519.923.54 131 Landscape. Tree. Fagos Sylvatica 'Purpurea Tricolor' (Omitted) $ 788.06 0 $0.00 0.00 $0.00 50.00 132 Landscape. Tree. Carpinus caroliniana $ 788.06 0 50.00 56.00 $44.131 .36 $44.131 .36 133 Landscape. Shrub. Berberis thunbergii ·A. Nana' $ 70.38 0 $0.00 108.00 $7.601.04 57.601.04 134 Landscape. Shrub. Taxus x m. 'Chadwickii' $ 76.60 0 $0.00 90.00 $6.894.00 56.894.00 135 Landscape. Plant. Pennisetum Alopecuroides $ 32.45 0 $0.00 93.00 $3.017.85 $3.017.85 136 Landscape. Plant. Stachys densiflora 'Hummelo' $ 18.14 0 $0.00 415.00 $7.528.10 $7.528.10 137 Clearing Right-of-Way. for Landscape Work $ 10.593.12 0 $0.00 1.00 $10.593.12 510.593.12 138 103rd St East leg drainage $ 5.726.98 0 $0.00 1.00 $5.726.98 $5.726.98 139 Remove stand pipe and cap existing cleanout $ 1.551.00 0 $0.00 1.00 $1.551 .00 $1.551 .00 140 Repair existing inlet in Talcott parking lot $ 1.498.10 0 $0.00 1.00 $1.498.10 51 .498.10 141 Concrete cap removal (Marathon) $ 1.804.00 0 $0.00 1.00 $1.804.00 $1.804.00 142 4" PVC Conduit for irrigation $ 13.20 0 $0.00 1.005.00 $13.266.00 $13.266.00 143 Hand holes $ 550.00 0 $0.00 2.00 $1.100.00 $1.100.00 144 No. 4 Copper Wire $ 8.80 0 $0.00 509.00 $4.479.20 $4.479.20 145 Concrete cap installation (Marathon) $ 2.997.85 0 $0.00 1.00 $2.997.85 $2.997.85 146 Additional pavement removals (Marathon) $ 1.045.00 0 $0.00 1.00 $1.045.00 $1.045.00 147 Adjust fire hydrant $ 1.021 .34 0 $0.00 1.00 51.021 .34 51.021 .34 148 Parking Lot Light Relocations (4) $ 5.830.00 0 $0.00 1.00 $5.830.00 $5.830.00 149 Exploratory Excavation. Utilities $ 1.773.01 0 $0.00 1.00 $1.773.01 $1.773.01 150 Miscellaneous Boring $ 3.840.00 0 $0.00 1.00 $3.840.00 $3.840.00 151 Irrigation System $ 38.780.13 0 $0.00 1.00 $38.780.13 $38.780.13 152 Meridi,ln Plaza Drainage --$ 19,047.94 -0 -$0.00 1·QQ -$19,047.94 $19.047.94 CITY OF CARMEL Pennsylvania St 103rd to 106th St, Project #06-18 CHANGE ORDER #5 TABLE (FINAL) DESCRIPTION ORIGINAL CONTRACT PRICE CHANGE ORDER #1 CHANGE ORDER #2 CHANGE ORDER #3 CHANGE ORDER #4 CHANGE ORDER #5 (FINAL) + $2,531,966.47 $48,826.41 -$47,435.65 $9,946.42 $32,495.66 $62,040.71 NEW CONTRACT AMOUNT INCLUDING APPROVED CHANGE ORDERS $2,637,840.02 RECEIVED NOV 24 2008 UNITtD CONSULTING ENGINEERS, INC. CITY OF CARMEL TO: Mike McBride CONTRACT CHANGE ORDER NO. 2 Dick tlitl DATE: 11/20108 Judi S+o hIe.~ PROJECT NAME: Bridge No. 194 over Little Cool CreE CITY REO . NO.: CITY PO NO.: CITY PO DATE: \. You are directed to make the following changes in this Contract: Currently no pay item exists for 9" Concrete Approaches. The plans call for a 9" PCCP Driveway to be constructed at Station 108-78 Rt. The pay item was not included in the contract bid pricing. This change order will add the item and pa)' for the consrructioll of the driveway as planned. SCHEDULED ADJUSTMENT ITEM AMOUNT (+) ORC -) DAYS #67 PCCP for Approaches 9" $76.00 per Sys. II. The following referenced Documents further describe the changes outlined in Paragraph I, and are to be considered a part of this Change Order: R.F.P.: W.D.C. NO.: ____ The changes result in the following adjustment of Contract Price and Contract Time: Contract Price prior to this Change Order $813,706.40 Contract Price will be increased/decreased by this Change Order $3,628.12 New Contract Price including this Change Order $817.534.52 Contract Time prior to this Change Order Days 11/21/20011 Completion Date Net increased/decreased resulting from this Change Order 0 Days Current Contract Time including this Change Order __Days 11/21/2008 Completion Date This Change Order is for full and final settlement of all direct, indirect, impact costs and time extensions incurred at any time resulting from the performance of the changed work. The Above Changes Are The Above Changes Are Approved Recommended Accepted ' ENGINEER CONTRACTOR James Braiilard, Mayor United Consulting Duncan Robertson, Inc Address Address PO Box 457 Mary Ann Burke, Member 1625 N. Post Rd. Phone: 317-736-6024 City/State/Zip Lori Watson, Member F'~ By: ATTEST: Phone: 317-484-1500 Diana Cordray. Cte£casurer Date: 11-20-2008 Date: //--;Zo -ol? ?b.22?4.. Michael McBride, City Engineer 0 RECEIVED DUNCAN ROBERTSON, INC. P.O. BOX 457 NOV 0 4 2008 FRANKLIN, IN 46131 317-736-6024 UNITED CONSUlTING ENGINEERS, INC.317-736-9121 October 31, 2008 Mr. Chris Miller United Consulting Engineers RE: Hamilton Co. #194 Extra Work Agreement Here is the requested price: PCCP for approaches, g" ........................ . ..... .. . . $76.00 per sy. Please contact me if you have any questions. Thank you, ~ Michael D. Robertson President bjf PDSI Fire Department -2008 APPROVED, AS 1,0Appropriation #43-515.02; P.O. #12607 FORM Iy:_____Contract Not To Exceed $9,417.00 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and entered into by and between the City of Cannel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and PDSI (hereinafter "Professional "). RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the professional services ("Services") referenced herein; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1. INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2. SCOPE OF SERVICES 2.1 City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services to City. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after City has approved Professional's time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to City. A copy of the City's authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City. 2.3 Time is of the essence of this Agreement. (Z:\E Basli\My DocwDm(S\Profcs.siooai SavicMfIRE DEPT\2008'IFOSf Profc:uiooal Strvicc:s.dnc:11/11l200112:311 PM] PDSI Fire Department -2008 Appropriation #43-515.02; P.O. #12607 Contract Not To Exceed $9,417.00 SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall provide such infonnation as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perfonn the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 43-515.02 funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services. SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perfonn the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its perfonnance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5. COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Nine Thousand Four Hundred Seventeen Dollars ($9,417.00) (the "Estimate"). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a fonn containing the same infonnation as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within sixty (60) days from the date of City'S receipt of same, or be subject to a late charge of one percent (1 %) of such unpaid and undisputed invoice amount for each month same remains unpaid. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City's prior written consent. (2:1f B ...-Wy l>oodD<o,,\ProfoWooII S<mc,,'>fIRE DEPT\lOOl!\PDSI Prof....onll S<rnas.doc:IIJI2I200SI:)S PM] 2 PDSI Fire Department -2008 Appropriation #43-515.02; P.O. #12607 Contract Not To Exceed $9,417.00 SECTION 6. TERM Unless otherwise tenninated in accordance with the tennination provisions set forth in Section 7. I hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2008, and shall, on the first day of each January thereafter, automatically renew for a period of one (l) calendar year, unless otherwise agreed by the parties hereto. SECTION 7. MISCELLANEOUS 7.1 Tennination. 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be tenninated by City or Professional, without cause, upon thirty (30) days' notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be tenninated by City, for cause, immediately upon Professional's receipt of City's "Notice To Cease Services." 7.1.3 In the event of full or partial Agreement tennination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of tennination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect. City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement tenns, conditions and obligations. 7.3 No Third Party Beneficiaries. Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall surVive the tennination of this Agreement. {Z:1.f 8.w\My Docu.mcnlS\Prorc::mooal Scrvicc:s\f1RE DEPT\200S\POSI Prorew.ooaJ Sa'\i.::cs.doc: 11112120082:38 PM) 3 PDSI Fire Department -2008 Appropriation #43-515.02; P.O. #12607 Contract Not To Exceed $9,417.00 7.5 Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation, occupational disease and/or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any of Professional's employees, agents or contractors and/or because of 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 on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to City. 7.6 Liens. Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed and Professional fails to remove it within ten (l0) days after the date of filing, City shall have the right to payor bond over such lien at Professional's sole cost and expense. 7.7 Default. In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for 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 terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance. Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. (l.:\E &.i.s\My DocwodllS\PTofouiooal Sa"\1<:cs\FtRE DEPT\2008\PDSI ProCcsslooal Sl.7VIccs.cb.:;II/I2Jl00B 2:38 PM) 4 PDSI Fire Department -2008 Appropriation #43-515.02; P.O. #12607 Contract Not To Exceed $9,417.00 7.9 Indemnification. Professional shall indemnify and hold hannless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the perfonnance of this Agreement. This indemnification obligation shall survive the tennination of this Agreement. 7.10 Discrimination Prohibition. Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the perfonnance of any Services contemplated by this Agreement with respect to hire, tenure, tenns, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work perfonnance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the tennination of this Agreement. 7.11 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.12 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Cannel Douglas C. Haney Department of Administration Cannel City Attorney One Civic Square One Civic Square Cannel, Indiana 46032 Cannel, Indiana 46032 ATIENTION: Keith Smith, Fire Chief PROFESSIONAL: PDSI 50 Corporate Park Irvine CA 92606 ATIENTION: Casey Shennan (Z;\E Bas:f.J..t)' Oocumcol.i\PTofcssionaJ SlYViCC$\FIRE DErruOO!SIJ'OSI Pro(tsJi<l:l1l Scrviu:s.doc:' 111212008 2:44 PM) 5 PDSI Fire Department -2008 Appropriation #43-515.02; P.O. #12607 Contract Not To Exceed $9,417.00 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.13 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.14 Governing Law; Lawsuits. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file 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. 7.15 Waiver. Any delay or inaction on the part of either party in exercIsing or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.16 Non-Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City'S prior written consent. 7.17 Entire Agreement. This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision ot this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. . 7.18 Representation and Warranties. Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. {Z :\E &..u\My OocumC2llS\Pror~ionaJ ~\flR£DEP1\2008I.POSI Profcs:tiooaJ ScrvicCl .doc :11/12120082:38 PM] 6 PDSI Fire Department -2008 Appropriation #43-515.02; P.O. #12607 Contract Not To Exceed $9,417.00 7.19 Headings. All headings 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. 7.20 Advice of Counsel. The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and with<;mt any duress, undue influence or coercion. 7.21 Copyright. City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional's property. 7.22 Personnel. Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.23 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. 7.24 Accomplishment ofProject Professional shall commence, carryon, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City's organization. (l.:\E BASb\My DocwDcnts\PrufesslOoal Sd'Viccs'lfIRf OErT\2OO1\POSI ProfdliouaJ Scrviccs..doc:II/I2I200S 2:)8 PM] 7 ------------------------------ PDSI Fire Department -2008 Appropriation #43-515.02; P.O. #12607 Contract Not To Exceed $9,417.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: ____________________________ Mary Ann Burke, Member Date: ___________________________ Lori S. Watson, Member Date: ATTEST: Diana Cordray, IAMC, Clerk-Treasurer Date: PDSI Printed Name: ~c~<=c.'i ~\-\t-~mf\N Title:~'-'c:...~ S~??D'L\ ~cc3: FID/TIN: -=+~ O)S9/\OG\ SSN if Sole Proprietor: ___________ Date: \ \ /'d.\ I OUQI [Z:\E Ba..'!$\My OIxumm.l~lProra;s:iObal Scrvlc~RE DEP1\2008\POSI Proro..~OIlai SU"Vices.dcx--: 11/12I200S 2:38 PM] 8 EXHIBITB Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided (Describe each good/service separately and in detail) GRAND TOTAL --- Goods Cost Per Item Services Hourly Rate/ Hours Worked Total Signature Printed Name EXHIBIT C mSURANCECOVERAGES Worker's Compensation & Disability Employer's Liability: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): Products/Completed Operations: Personal & Advertising Injury Policy Limit: Each Occurrence Limit: Fire Damage (anyone fire): Medical Expense Limit (anyone person): Statutory Limits $100,000 each employee $250,000 each accident $500,000 policy limit $500,000 $500,000 $500,000 $250,000 $250,000 $ 50,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Single Limit: Injury and property damage: Policy Limit: Umbrella Excess Liability Each occurrence and aggregate: Maximum deductible: $500,000 each accident $500,000 each accident $500,000 $500,000 $ 10,000 PDSI Invoice 50 Corporate Park Date Invoice #Irvine, CA 92606 Phone: (800)850-7374 111112008 2008-2377 Fax: (714) 703-3000 Bill To Ship To Carmel Fire Department 2 Carmel Civic Square Carmel, IN 46032 Attention: Jean Junker P.O. No. Terms Due Date Rep Account # Ship Date Ship Via FOB Net 30 12/112008 11112009 Serviced Item Description Qty Rate Amount 1/1/2009 11112009 TS-Maint WS-Service TeleStaff Annual Service and Support: For a period of one (1) year from the Serviced Date to the left of this description, provides access to PDSI technical services staff via phone and through the web portal; provides minor and enhancement upgrades to the TeleStaff software at no additional cost. Please see Appendix C of TeleStaffSoftware License Agreement for additional information. Receipt of payment by Due Date above will . prevent disruption ofservice for lack of payment. WebStaffUsage Fee: For a period of one (1) year from the Service Date to the left of this description, provides access to speci fic end-user and administrative TeleStaff functions from the Internet through any supported Web browser. Receipt of payment by Due Date above will prevent disruption of service for lack of payment. 5,133.00 4,284.00 5,133.00 4,284.00 If you have any questions, please call Casey Sherman @ (714)703-2150 x 1207 Please make check payable to PRINCfPAL DECISION SYSTEMS INTL. Total Payments/Credits Balance Due Page 1 "EXHIBIT -1 I ( V " PDSI Invoice Date Invoice # 11/1/2008 2008-2377 50 Corporate Park Irvine, CA 92606 Phone: (800) 850-7374 Fax: (714) 703-3000 Ship ToBill To Carmel Fire Department 2 Carmel Civic Square Carmel, IN 46032 Attention: Jean Junker P.O. No. Terms Due Date Rep Account # Ship Date I Ship Via FOB Net 30 12/1/2008 1/1/2009 Serviced Item Description Qty Rate Amount ....Dear Customer: As provided for in your license agreement, PDSI has increased your renewal fees by the allowable percentage. This provision enables PDSI to provide the highest quality service to our customers while keeping in sync with increasing labor costs. Thank you for your continued business. If you have any questions, please call Casey Shennan @ (714)703-2150 x 1207 Please make check payable to PRINCIPAL DECISION SYSTEMS TNTL. Total $9,417.00 Payments/Credits $0.00 Balance Due $9,417.00 Page 2 If e-(-z_ " "EXHIBIT INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 City of Carmel I I FEDERAL EXCISE TAX EXEMPT 35-60000972I I ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL -1997 PAGE " ---~"' PURCHASE ORDER NUMBER 12607 THIS NUMBER MUST APPEAR ON INVOICES. AlF VOUCHER. DELIVERY MEMO. PACKING SLIPS SHIPPING LABELS AND ANY CORRESPONDENCE IRCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 10122J'.2000 - PDSt Carmel Fire Department 'ENDOR SHIP 2 Civic Squa~ TO 50 Corporate Pari< Carmel, IN .46032 Irvine, CA 92606 (317) 571-2622 'IFIRM ATlON BLANKET CONTRACT PAYMENT TERMS FREIGHT -:::::. ~ ~ QUANTITY IUNIT OF MEA~ DESCRIPTION I UNIT PRICE I EXTENSION Account 43-515.02 1 Each Telestaff Maintenance $9,417.00 $9,417.00 Sub Total: $9,417.00 ..,.,.....--'---" 3end Invoice To: Carmel Fire Department 2 Civic Square Carmel, IN 46032PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT Carmel Fire Department SHIPPING INSTRUCTIONS • 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. )OCUMENT CONTROL No·12 6 0 7 PAYMENT tCJ 417.00 • AlP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THrP.O. NUMBER IS MADE ~ PART OF THE VOUCHER AND EVERY INVOICE AND PROPER SWORN AFFIDAVIT ATTACHED. lTIyv ~IS AN UNOBLIGATED BALANCE IN '8!f..116~ENT TO PAY FOBlrHE ASOVE ORDER. ORDERED BY TITLE CLERK-TREASURER VENDOR COpy APPROV~~v;l TOIMAVEX FORM BY ~ \ Utilities Department -2008 Appropriation #01-7360-07; $1,892.63: #01-6360-07; $3,154.37; P.O. #$11298 & #W08458 Contract Not To Exceed $5,047.00 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and entered into by and between the City of Cannel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and IMA VEX (hereinafter "Professional "). RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the . professional services ("Services") referenced herein; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1. INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2. SCOPE OF SERVICES 2.1 City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services to City. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after City has approved Professional's time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to City. A copy of the City'S authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City. 2.3 Time is of the essence of this Agreement. [Z:\E Bu:s\My Dotumml.\ProfcsSUlOal ScrvKcs\VTILInES OEPT\2008\lMAVEX Prore:!lS.iooal SavlCC5 FORM.doc:10I16I2Ios 10:27 AM] lMAVEX , Utilities Department -2008 Appropriation #01-7360-07; $1 ,892.63 : #01-6360-07; $3,154.37; P.O, #S11298 & #W08458 Contract Not To Exceed $5,047.00 SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number #01-7360; #01-6360-07 funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services. SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance ofthe Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5. COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Five Thousand Forty Seven Dollars ($5,047.00) (the "Estimate"). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within sixty (60) days from the date of City's receipt of same, or be subject to a late charge of one percent (l %) of such unpaid and undisputed invoice amount for each month same remains unpaid. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City's prior written consent. SECTION 6. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2008, and shall, on the first day of each January thereafter, automatically renew for a period of one [Z:\E 8a..~y Docummlo;\Proreuiooal StrVicc:s\IJTIUTIES DEPTIlOOSUMAVEX Prore&'ilon.al SCfV]ceq FORM,doc:10i1&W8 1O:S1 AM] IMAVEX 'Utilities Department -2008 Appropriation #01-7360-07; $1,892.63: #01-6360-07; $3,154.37; P.O. #S11298 & #W08458 Contract Not To Exceed $5,047.00 SECTION 7. MISCELLANEOUS 7.1 Tennination. 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be tenninated by City or Professional, without cause, upon thirty (30) days' notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be tenninated by City, for cause, immediately upon Professional's receipt of City's "Notice To Cease Services." 7.1.3 In the event of full or partial Agreement tennination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of tennination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect. City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement tenns, conditions and obligations. 7.3 No Third Party Beneficiaries. Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the tennination of this Agreement. (Z,\E BomMy llocu""",sIProfCS<ioouJ S<Mc<sllJTILITIES DEPTUOOlNMAVEX Professi...al Scmccs fORMdoc'I()II~8 10,27 AM) IMAVEX 'Utilities Department -2008 Appropriation #01-7360-07; $1,892.63: #01-6360-07; $3,154.37; P.O. #S11298 & #W08458 Contract Not To Exceed $5,047.00 7.5 Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation, occupational disease and/or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any of Professional's employees, agents or contractors and/or because of any injury to or destruction ofproperty, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to City. 7.6 Liens. Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to payor bond over such lien at Professional's sole cost and expense. 7.7 Default. In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for 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 terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance. Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. IZ:\E Bb..'\'\M)' DOCWDCIlIS\ProftsSiooal StrVices\UTILITIES DEPT\2.00INMAVEX ProresslObal SOVII:~ FORMdfX':IOIJ~8 10:27 AM") IMAVEX Utilities Department -2008 Appropriation #01-7360-07; $1,892.63: #01-6360-07; $3,154.37; P.O. #S11298 & #W08458 Contract Not To Exceed $5,047.00 7.9 Indemnification. Professional shall indemnify and hold hannless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the perfonnance of this Agreement. This indemnification obligation shall survive the tennination of this Agreement. 7.10 Discrimination Prohibition. Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the perfonnance of any Services contemplated by this Agreement with respect to hire, tenure, tenns, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work perfonnance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the tennination of this Agreement. 7.11 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.12 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Cannel Douglas C. Haney Department of Administration Cannel City Attorney One Civic Square One Civic Square Cannel, Indiana 46032 Cannel, Indiana 46032 ATTENTION: John Duffy PROFESSIONAL: IMAVEX 9615 e. 148TH Street Noblesville, Indiana 46060 ATTENTION: __________________ IZ:\E Bass\My Docu,Dn'JI~\Pro(~iooaJ SO"Vict':$\lTTILITIES DEf'T\lOOS\lMAVEX Professional S~fORM.doc:11V16J$s 10:27 AM) lMAVEX , Utilities Department -2008 Appropriation #01-7360-07; $1,892.63: #01-6360-07; $3,154 ,37; P.O. #S 11298 & #W08458 Contract Not To Exceed $5,047.00 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (l0) business days from the date of such oral notice. 7.13 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.14 Governing Law; Lawsuits. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file 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. 7.15 Waiver. Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.16 Non-Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City'S prior written consent. 7.17 Entire Agreement. This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.18 Representation and Warranties. Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. (Z:\E BIl.'(i\My DocumCDIS\PrO(~a1 Saviccs\lJT1UTI ES DEm2008\1MAVE.X Professional Savtces FORM.doc: IOII~B 10:27 Af,.{) IMAVEX , Utilities Department -2008 Appropriation #01-7360-07; $1,892.63: #01-6360-07; $3,154.37; P.O. #S1l298 & #W08458 Contract Not To Exceed $5,047.00 7.19 Headings. All headings 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. 7.20 Advice of Counsel. The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.21 Copyright. City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional's property. 7.22 Personnel. Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.23 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. 7.24 Accomplishment of Project Professional shall commence, carryon, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City'S organization. 12:\E 8as:s\My Oocumaus\fTorcuioaal SClVlces\lITIUTJES DEPT\2008\1MAVEX Professional Services FORM.doc:IWI6I21oS 10:27 AM') ------------------------------ IMAVEX . Utilities Department -2008 Appropriation #01-7360-07; $1 ,892.63 : #01-6360-07; $3,154.37; P.O. #S11298 & #W08458 Contract Not To Exceed $5,047.00 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: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: _____________________________ Lori S. Watson, Member Date: ATTEST: Diana Cordray, IAMC, Clerk-Treasurer Date: _______________ IMAVEX Printed Name: {tef'tlJcl S·t-4tI.ieH Title: ?aC±f)tc FlO/TIN: 315 -;;2f±03BO SSN if Sole Proprietor: ____________ Date: __________________ (Z:\E 8a.fs\My DocumwtS\PrOrlSSlOOaJ S(lVlccs\UTILITIES DEPT\2008\JMAVEX Pmf~onal Scrvico; FORM .doc :100 1fv78:;S 10:27 AM] ! IMAV EX· IWorksite Agreement Business I Organization Name: Street Address : City, State, Zip: Contact Name and Title: Telephone, Fax and Email: Billing Address (if different): City of Carmel Utilities 760 3'd Ave. SW Carmel, IN 46032 Scott Campbell 317-571-2455/317-571-2462 IWorksile-(Design and layoul, domain name administration, server setup, search engine optimization, training and content migration) Set Up Fees $3499.00 iWorksite Monthly -Products / Services (check all that apply) Monthly Fees x tWorkslte (Hosting, access to all Integrated features giving you ability for unlimited updates from anywhere at anytime, $129.00 unlimited access to webcare team (via phone or emait) to ask questions regarding features and functionalities, and all future iWoksite upgl'ades or enhancements.) Total Set Up Fee: Total Monthly Fee: Total Months: Estimated Turn-Up (Go Live) Date: $3499 $129 12 60 days By Signing this agreement, you agree to the Terms and Conditions of the Agreement as of the Date below: User Signature:___________________ Date:, ________________ Printed Name: ____________________ Title:___________________ Page lof4 IMA VEX , 9615 E. 148'" Street, SUite 5, Noblesville, fN 46060 www.imavex.com info@i mavex.com/ (p) 317-774-7460 I (I) 602-850-3661 'm.~' cec -,w."". ::";~;.;;; ft /i'J " Imavex iWorksite Agreement TERMS AND CONDITIONS Sedion 1: User Capacity. By accepting the terms and conditions of this Agreement, You represent and warrant that: (a) You are 18 years of age or older; (b) All information You have provided to Company is true and correct in all respects; (c) You will provide Company with any changes to information You have previously supplied; (d) You further represent and warrant that You have the legal authority to accept the terms and conditions of this Agreement on behalf of Your company and that such acceptance will be binding on Your company; and (e) You are engaged in a lawful business that includes the sale of products and/or services, and are duly licensed to conduct such business under the laws of all jurisdictions in which You conduct business. Sedion 2. Company is Independent Contractor. Company shall act at all times during the term of this Agreement as an independent contractor. Section 3. Billing and Payment. Company will bill User on or before the first day of each month for estimated services and fees to be rendered and User agrees to pay these charges by the tenth of each month, except that any payments Company must make on User's behalf must be collected from User no later than the ea~iest date on which Company must make such payment on User's behalf. Billing adjustments will be made monthly for differences between estimated charges previously billed and charges actually incurred. Company shall have the right to require reasonable assurance of the availability of User's funds in advance of undertaking commitments on User's behalf. If payment is not received on a timely basis, services will be paused and Company will have the right to assess a finance charge up to 15 percent per month on the unpaid balance. Company shall also have the right to "turn off' a User website if payments are late. Monthly subSCription payments begin at the tum-up (go live) date or 2 months after the date of the signed agreement. Section 4. Company not Responsible for Defaults of Others. Company will use reasonable efforts to guard against any loss to User through failure of third parties to perform in accordance with their commitments, but Company shall not be liable to User for loss, damage, destruction, or unauthorized use by others of User's property. Section 5. Term of Agreement· Termination. The term of this Agreement shall begin on the signed Date defined on the front side of this Agreement and shall continue for the total months set forth thereon after the start date of the Campaign and/or Go Uve Date of the website. After the initial term of the Agreement, the Agreement shall be renewed for an additional year unless Company receives a wriHen notice within 30 days of the anniversary date of this Agreement. Subject to Section 7, this Agreement may be terminated by Company at any time. Subject to Section 7, this Agreement may be terminated by the User after the first six (6) months (180 Days) after the Tum-Up (Go Uve) Date (i) with a 60-day advance written notice of termination or (ii) immediately upon written notice in the event the other party: (A) terminates or suspends its business; (B) becomes subject to any bankruptcy or insolvency proceeding under federal or state law; or (C) becomes insolvent or subjed to direct control of a trustee, receiver, or similar authority. Termination of the Agreement prior to fulfilling the first six (6) months (180 Days) of the Agreement will result in an early termination fee of $2,000 in addition to the final payment. Section 6. Rights on Termination, All services performed, materials prepared and costs incurred by Company prior to termination of this Agreement shall be billed to User as provided in Section 3, except that final bills shall be rendered by Company within forty-five (45) days after termination, and shall be due and payable by User within fifteen (15) days of receipt of such final bill. If final payment is not received by Company within fifteen (15) days, User will be subject to lale fees of $1,000,00, In addition to the final bill amount. If final payment is not received by Company within four (4) months (t20 days) after termination of this Agreement notification, User will be tumed over to a collections Company for late fees and final payment. Upon termination of this Agreement, User shall assume any and all liability for any agreements and/or obligations made by the Company on User's behalf before the termination date to the ex1ent such agreements or obligations cannot be cancelled on or before the termination date of the Agreement. Any reservation, contract or arrangement made by Company for User prior to the termination date that is not cancelable and therefore continues beyond the termination date will be carried to completion by Company and paid for by User in accordance with this Agreement, unless User directs Company to transfer such reservation, contract, or arrangement to another entity and User releases and Indemn~ies Company, in which event Company will attempt to make such transfer, subject to obtaining any necessary consent of third parties. Company will be entitled to its commissions, fees, and payments for services performed prior to accomplishing the transfer. During and after the term of this Agreement, User hereby agrees to indemnify and hold Company, its employees and representatives harmless from and against any and all claims, demands, regulatory proceedings, and all damages, costs (including settlement costs), and expenses (including attomeys' fees) of any kind whatsoever, arising from or relating to any activities undertaken by Company On User's behalf or as a result of User's products or services. Section 7. OwnerShip of Ideas, Software and Services. (a) Ideas and Services. Subject to requirements of all applicable laws, Company shall own all right, title, and interest to the Services and any modifications, enhancements, or derivative works arising from the provision of the Services. (b) Software, Company shall retain all title, copyright, and other proprietary rights in the Software and any derivative works thereof. User does not acquire any rights, express or implied, in the Software and derivative works other than those specified herein. Company also retains title to all media used to supply the Software to User. User shall not, and shall not authorize any other party to (i) remove any of the copy~ght or other Company proprietary notices from the Software; (il) alter, modify, or copy the Software or create derivative works from the Software; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Software; (iv) license, sell, transfer, lease, or disclose the Software or any of User's rights, in whole or in part. (c) Assignment of Ownership Rights. If and to the ex1ent that User may be entitled to claim any ownership interest in the Services or any ideas or concepts or materials developed by Company pursuant to this Agreement, User hereby irrevocably transfers, grants, conveys, assigns, and relinquishes exclusively to Company, without further consideration, all of User's right, title, and interest in and to such ideas, concepts or materials, under patent, copyright, and/or trade secret law, as such exist from and after the moment of inception. User agrees to perform any reasonable acts at Company's expense, that Company may reasonably request to evidence more fully the transfer of ownership of such Ideas, concepts, or materials to the fullest ex1ent possible, including without limitation making written assignments in such form as may be requested by Company, Section 8. LIMITATION OF WARRANTIES' LIMITATION OF LIABILITY (a) Limitation of Warranties. THE USE OF THE SERVICES AND SOFTWARE IS SOLELY AT USER'S OWN RISK. THE SERVICES AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES AND SOFTWARE, WHETHER EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT THE SERVICES OR SOFTWARE WILL MEET USER'S REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES AND SOFTWARE WILL BE ACCURATE OR RELIABLE. USER UNDERSTANDS AND ACKNOWLEDGES THAT USER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN OR DISSATISFACTION WITH THE SERVICES AND SOFTWARE IS TO CEASE TO USE THE SERVICES OR SOFTWARE. (b) limitation of liability. USER EXPRESSLY UNDERSTANDS AND AGREES THAT COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA LOSS, OR CORRUPTION, STOLEN OR MISUSED PASSWORDS, OR BREACHES IN SYSTEM SECURITY, OR OTHER LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE USE OF, OR INABILITY TO USE, THE SERVICES OR SOFTWARE, (II) THE COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS AND/OR SERVICES AND/OR SOFTWARE RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES OBTAINED OR WHICH USER WAS UNABLE TO OBTAIN OR TRANSACTIONS EFFECTED OR FAILED TO BE EFFECTED, (III) ANY LINK PROVIDED IN CONNECTION WITH THE SERVICES OR SOFTWARE, (IV) ANY UNAUTHORIZED ACCESS TO TRANSACTiON DATA, OR (V) ANY MATTER OTHERWISE RELATED Page 2 of4 IMA VEX, 9615 E. 148"' Street, Suite 5, Noblesville. IN 46060 www.imavex.com infolWimavex.com I (p) 317-774-7460 I (f) 602-850-3661 -Im.vex LLC -iWorksile & Inlemel Markeling Agreemenl "EXHIBIT ~Zh " TO USER'S USE OF THE Digtal Payment Site OR THE SERVICES OR SOFTWARE, USER AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND SOFTWARE IS TO CEASE TO USE THE SERVICES OR SOFTWARE. Section 9. Indemnification Each of the parties agrees to Indemnify, hold harmless, and defend the other party, Its affiliates and their respective officers, directors, shareholders, employees, and agents against any third-party claim or action brought against such other party or any of its affiliates, and its respective officers, directors, shareholders, employees, and agents, relating to or arising out of (a) any action for intellectual property infringement relating to acts andior materials supplied or approved by the other party, (b) any claim of fraudulent, misleading or deceptive advertising based upon advertising materials or content supplied or approved by the other party with respect to such party's products or services and (c) any breach of any representation and warranty. THESE INDEMNIFICATION PROVISIONS set forth the sole and exclusive remedy of the Indemnitees, and the entire obligation and liability of the indemnitor, as to any infringement claims in connection with this agreement. Section 10. General. All notices required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given on the date such notice is delivered, if delivered personally, sent by registered or certified U.S. mail (postage prepaid), or via facsimile or email to the parties at the address set forth on the front side of this Agreement. Notwithstanding the foregoing, this Agreement shall not be modified or amended except by a writing signed by all parties hereto. This Agreement shall be governed by, construed, and interpreted in accordance with the laws of the state of Indiana, and any controversy between the parties hereto or relating to the subject matter of this Agreement shall be venued in Marion County, Indiana. This Agreement contains the entire agreement between the parties and supersedes all previous agreements, whether oral or written. If any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, this Agreement shall be enforced to the maximum extent possible. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder, Section 11. Non-Oisclosure of Confidential Information. In the course of performing services pursuanl to this Agreement. User may have access to information about Company's business, products, processes and services, that is not commonly known outside of Company's business (collectively, "Confidential Information"). All Confidential Information shall at all times remain the property of Company and User will not, during the term of this Agreement or thereafter, directly or indirectly use or disclose any Confidential Information without having first obtained written permission from Company to do so. Upon termination of this Agreement, for whatever reason, or upon request by Company, User will deliver to Company all notes. documents, records and similar repositories of Confidenlial Information, including all copies thereof, then in Users possession or under Users control. Section 12. Ucense for Customization Purposes. Grant of License for Use of Logo to Benefit of User. User hereby grants to Company a non-exclusive, non-transferable right and license to use Users trademarks, service marks, copyrights, and logos solely for display on the User's wabsite in the form that the User trademarks, service marks, copyrights or logos are provided to Company. Company agrees that no other public use will be made of the Users trademarks, service marks, copyrights, or logos unless written authorization is received from User. ~.Definitions. (a) "Services" means website design and content management functionalities that are built into the Software. (b) "Company" means the provider of the services and the subsidiaries and affiliatas, thereof. (c) "User" means any person who uses or attempts to use the Software. (d) "Software" means the code, in HTML or any other format of programming, all updates and enhancements, new releases thereof (and all ideas embodied therein or derived or derivable therefrom, and all documentation thereof, together with all related instructions, manuals, materials, forms and other documentation) that Company provides from time to time in connection with the Services, along with any updates thereto provided by Company from time to time. (e) "Confldentlallnformatlon" means (i) business or technical Information of either party, including , without limitation, information relating to a party's product plans, designs, costs, prices, finances, marketing plans, business opportunities, personnel, research, development, know-how, or the pricing information available to its customers; and (ii) any information designated "confidential" or "proprietary"; (iii) Transaction Data; (iv) Software and (v) the terms and ' conditions of this Agreement and any communication Page J of 4 lMAVEX, 9615 E. 148"' Street, Suite 5, Noblesville, IN 46060 www.imavex.com info@imavex.com/ (p) 317-774-7460 I (f) 602-850-3661 '=m cec 'Wob'" ..""""~:~~~;~IT. d31> " EXHIBITB Invoice Date: Name ofCompany: Address & Zip: Telephone No.: Fax No.: Proj ect N arne: Invoice No. Purchase Order No: Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided (Describe each good/service separately and in detail) GRAND TOTAL Goods Cost Per Item Services Hourly Rate/ Hours Worked - Total Signature Printed Name EXHIBIT C rnSURANCECOVERAGES Worker's Compensation & Disability Employer's Liability: Bodily Injury by AccidentlDisease: Bodily Injury by AccidentlDisease: Bodily Injury by AccidentlDisease: Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): Products/Completed Operations: Personal & Advertising Injury Policy Limit: Each Occurrence Limit: Fire Damage (anyone fire): Medical Expense Limit (anyone person): Statutory Limits $100,000 each employee $250,000 each accident $500,000 policy limit $500,000 $500,000 $500,000 $250,000 $250,000 $ 50,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Single Limit: Injury and property damage: Policy Limit: Umbrella Excess Liability Each occurrence and aggregate: Maximum deductible: $500,000 each accident $500,000 each accident $500,000 $500,000 $ 10,000 INDIANA RETAIL TAX EXEMPTCity of Carmel CERTIFICATE NO. 003120155 002 0 ONE CIVIC SQUARE FEDERAL EXCISE TAX EXEMPTCARMEL, INDIANA 46032 35-6000972 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL -1997 DATE REQUIRED REQUISITION NO. VENDOR NO.PURCHASE ORDER DATE 9/16/2008 358085 -'------ PAGE 1 PURCHASE ORDER NUMBER S11298 THIS NUMBER MUST APPEAR ON INVOICES, AlP VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE DESCRIPTION IMAVEX Carme l Util i t ies VENDOR 9615 E 148 TH STREET SHIP 7 60 Th i r d Avenue SW Su ite 110 NOBLE SV ILLE I N 4 6 060 TO Carmel, I N 4 6032 CONFIRMATION BLANKET CONTRACT PAYMENT TERMS FREIGHT QUANTITY I UNIT OF MEASURE I DESCRIPTION I UNIT PRICE I EXTENSION 1 . 00 Eac h desig n, layout, mo n th l y fee $1 ,892 .63 $1 ,892 _63 websi t e 01-7 360-07 PLEASE INVOICE IN DUPLICATE Credit $0 . 00 Department Account Project Project Account AMOUNT SHIPPING INSTRUCTIONS • SHIP PREPAID , 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. DOCUMENT CONTROL NO. 511298 PAYMENT $1,892 . 63 • AlP 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 AFFADAVIT ATTACHED. • I HEREBY CERTIFY THAT THERE IS AN OBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER ORDERED BY .....:;<.:.:.:.~~~· ;t.~~~0+f_/____iA · t') TITLE ( CLERK-TREASURER 'City of Carmel INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 0031201550020 ONE CIVIC SQUARE CARMEL, INDIANA 46032 FEDERAL EXCISE TAX EXEMPT 35-6000972 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL -1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO . 9/16/2008 VENDOR NO. 358085 PAGE 1 PURCHASE ORDER NUMBER W08458 THIS NUMBER MUST APPEAR ON INVOICES AlP VOUCHER. DELIVERY MEMO. PACKING SUPS. SHIPPING LABELS AND ANY CORRESPONDENCE DESCRIPTION HiAVEX Ca r m.el Uti lities VENDOR 9615 E 1 48 TH STREET SHIP 760 3r d AvenuE: SW S t E: llO NOBL ESVILLE IN 46060 TO Ca r mel , I N 46032 CONFIRMATION BLANKET CONTRACT PAYMENT TERMS FREIGHT OUANTITY J UNIT 0> ~llR!; j DESCRIPTION I HNlT PR1P.F I F'lITFN~Iffl4 1. 00 Each design, l a you t , mo nthly fee $3 ,154.3 7 :;:>3,15 4.37 webs i t 01-6360-07 PLEASE INVOICE IN DUPLICATE Credit $0 . 00 Department Account Project Project Account AMOUNT SHIPPING INSTRUCTIONS • SHIP PREPAID '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. DOCUMENT CONTROL NO. W08458 PAYMENT $ 3 ,154.37 • AlP 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 AFFADAVIT ATTACHED . '1 HEREBY CERTIFY THAT THERE IS AN OBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. ORDERED BY ) Jv ./ . TITLE {(..c...:.....tJ~:J'14. .;'-'.;..(,)~----- CLERK-TREASURER ~I....'A EXPRESS SCRIPTS· AP'ROVE~~TO FORM IY: \ ...~ December 9, 2008 City of Carmel, Indiana One Civic Square Carmel , IN 46032 Attn: City of Carmel, Indiana We are pteased that you have agreed to new terms under your Managed Prescription Drug Program Agreement with Express sCrip:f This letter will serve to confirm that Express Scripts will continue to manage the costs and utilization of your prescription drug benefltlPlan. While the contracting process has been IMlsted, a definitive agreemenVcontract has not been execuled. tn order for Express ScnPtp to be able to Implement agreed upon changes to your prescription drug program without asigned agreement, Express Scripts requires wrrten confirmation from you concerning the financial terms of our arrangemenl. j Subject to the requirements below, Express Scripts will imptement the financial terms set forth in the attached to be effective Janua" " 2009 or 10 business days following our receipt of this leiter signed by an appropriate officer of your organization if received after Janl " 2009. In addition, this pricing is conditioned upon a Ihree year extension with ESI as your exclUSive PBM. Due to the well publicized court settlement underway regarding Ihe use of AWP Pricing/Benchmarks as a basis for PharmaceuticaljriCing, the priCing indices used for thiS Agreement may change due to factors oulside the conlrol of you and ESt. If benchmark chan as are made under this Agreement and any subsequent definitive contracl executed between the parties, our intenl is 10 maintain pricing lability as Intended and not to advantage ellher party to the detriment of the other. Should a change occur, ESI 'shall prOVide you With at I ast 90 days nolice 01 the change (or if such nolice is not practicable, as much notice as is reasonable under the Circumstances), and !Ie Will provide wrilten. financial IlIuslrations demonstrating Ihe price neutral impact of Ihe drug file source or index change (e.g., specif ~ drug examples). Express Scripts' policy prohibilS Ihe processing of subsidy reports as well as payments of such items as rebates, guarantees, commr:-Sions or other similar payments until a contract is fully executed.. Please also note that we may not be able to bill for manufacturer rebates for any quarter for which a written contract is not in place. So If a legal contract is not in place by the time we bill the manufacturers (us ally within two weeks of the end of a calendar quarter) we may not be able to bill for rebates ~or your program for that quarter. Express Scnpts looks forward to a long and mutually satisfying working relationship with you. If you have any questions, please corirct Jellery Graham al 314·996·0917. Please sign and return this letter via lax 10 Ellen Wynne at 800· 287·0359 and mailihe originat to r er altention atlhe address below. Company:_____________ Signalure:______________ Printed Name: ________________ Tille: One Express W~y . Sc. Louis. MO 6~ 121 . :I t4.Y96.0YUU . www.cxpress-scripls.com EXPRESS SCRIPTS® PHARMACY BENEFIT MANAGEMENT SERVICES PRICING SUPPLEMENT FOR CITY OF CARMEL SEPT. 9TH, 2008 Copyrighl © 2008 Express Scripls, Inc. All righls reserved. This documenl is proprielary and confidenlial and cannol be copied or reproduced wilhoul prior wrillen permission of Express Scripls, Inc. This document has been delivered to Ihe recipient solely for Ihe purpose of permilling Ihe recipient 10 evaluate a potential relalionship with Express Scripls, Inc. All Olher uses prohibited. Pricing Supplement STANDARD DISCOUNTS: Except for the specific items listed in the Exceptions or Limited Distribution tables below, Specialty drugs will •• • ..... u ............ _ ..... _. ____...._.~ Distribution Channel Standard Discounts Dispensing Fee CuraScript The lower of:• • AWP -15%, or $0.00 • MRA Participating Pharmacies The lowest of: • AWP -15% plus Dispensing Fee $2.00 • MRA plus Dispensing Fee or • U&C Specialty products will not be available through the Express Scripts Mail Service Pharmacy. Limited Distribution Drugs Distribution of a small number of all specialty drugs is limited by the manufacturer to specific pharmacy providers. The drugs, listed below, are not available through CuraScript. If CuraScript receives a prescription for one of the following Limited Distribution medications, CuraScript will: • Determine the pharmacy that is able to dispense the medication. • Validate that the pharmacy is contracted to provide the medication based on the patient's insurance information and will: o Work with the patient and prescribing physician to initiate the transfer of the script to the appropriate pharmacy for fulfillment, or o Provide the patient and physician with information regarding possible patient assistance programs. The cost of the medication will be billed through your regular invoice if it is a covered product. Drug Name ADAGEN FLOLAN REMODULIN APOKYN KEPIVANCE SOMAVERT ARALAST MIRENA VENTAVIS ARCALYST ORFADIN XYREM BEXXAR ORTHOCLONE OKT-3 ZEMAIRA CEPROTIN PRIVIGEN ZEVALIN EXJADE PROLASTIN ---- Exceptions to Standard Pricing The following specialty drugs have the discounts shown for each distribution channel. Shaded cells indicate the Standard pricing above applies for the channel indicated. City of Carmel Sept. 9th, 2008 2 Pricing Supplement Assumptions Quoted fees and services are valid for 90 days from the date of the proposal. Quoted fees are guaranteed for the term of the 3-year contract. Minimum of 1,400 lives will be implemented on the effective date. None of the membership to be enrolled is based on a 100% copayment benefit plan. Express Scripts reserves the right to amend the price quotation set forth herein if there is a material change in the number of persons included in the prescription drug program or any material change in the benefit plan from that which was presented to Express Scripts and upon which this price quotation is based. City of Carmel agrees to adopt Express Scripts' National Preferred Formulary in order to be eligible for rebates, whether rebates are paid or applied. Rebate guarantees assume the current benefit plan design, or new benefit plan design as disclosed by the client, will be implemented at the time these guarantees go into effect. Rebate guarantees are subject to adjustment if any clinical or trend programs intended to drive higher generic or over-the-counter (OTC) utilization are currently in place without Express Scripts' knowledge of both the program and drugs within the program. Rebate guarantees are also subject to adjustment if the client chooses to implement any clinical or trend management programs intended to drive higher generic or OTC utilization during the course of the contract. Rebates are paid only upon receipt of a signed contract. Rebates are paid on specialty products dispensed through CuraScript or participating retail pharmacies. Rebate allocations will be made quarterly within 150 days from the end of the quarter The rebate guarantee does not apply to claims processed through staff model/hospital pharmacies where such pharmacy is subject to its own manufacturer contracts (rebate or purchase discounts), or through pharmacies that participate in the Federal government pharmaceutical purchasing program. The parties understand that pricing indices historically used, (and that are the basis in this Agreement), for determining the financial components of pharmacy billing rates are outside the control of City of Carmel and Express Scripts. The parties also understand that there are currently extra-market industry, legal, government, and regulatory activities, which may lead to changes relating to, or elimination of, these pricing indices that could alter the financial positions of the parties as intended under this Agreement. The parties agree that, upon entering into any resultant Agreement and thereafter, their mutual intent has been and is to maintain pricing stability as intended and not to advantage either party to the detriment of the other. Accordingly, to preserve this mutual intent, if Express Scripts undertakes any or all of the following : (i) changes the A WP source across its book of business (e.g., from First DataBank to MediSpan); or City of Carmel Sept. 9th, 2008 4 Pricing Supplement Included Services Express Scripts ' administrative fee includes the following services: PBM Services Customer service for members Electronic claims processing Electronic/on-line eligibility submission Plan setup Standard coordination of benefits (COB) (reject for Software training for access to our on -line primary carrier) system(s) FSA eli~feeds Network Pharmacy Services Pharmacy help desk Pharmacy reimbursement Pharmacy network management Network development (upon request) Home Delivery Services Benefit education Prescription delivery -standard Reporting Services Web-based client reporting produced by client Annual Strategic Account Plan report Billing reports Ad-hoc desktop parametric reports Inquiry access to claims processing system Claims detail extract file electronic (NCPDP format) Load 12 months claims history for clinical reports and reporting Website Services Express-Scripts.com for Clients & Advisors Express PreviewS"ll'l enrollment option available access to reporting tools, eligibility update capability, during open enrollment to enable members to contact directory, sales and marketing information, evaluate prescription benefit plan options and benefit and enrollment support Express-Scripts.com for Members access to Digital Certificates (up to five certificates) benefit, drug, health and well ness information; prescription ordering capability; and customer service Implementation Package and Member Communications New member packets (includes two standard resin 10 cards) Member replacement cards printed via web Implementation support Safety Management Concurrent Drug Utilization Review (OUR) Emerging Therapeutics Trend Management Prior Authorization -Administrative Prior Authorization -Clinical Base List Non-clinical Prior Authorization Blood Glucose Meter program Lost/stolen overrides Therapeutic Interchange • Vacation suee.lies City of Carmel Sept. 9th, 2008 6 Pricing Supplement Optional Total Health and Trend Management Services Express Scripts offers a comprehensive suite of trend and total health management programs. We have identified programs below most often implemented by our plan sponsors. This offering may change or be discontinued from time to time as we update our offering to meet the needs of the marketplace. Express Scripts also offers additional programs, as well as savings guarantees, under certain conditions. Information concerning such programs, guarantees, and fees, if applicable, is available on request. Trend Management Programs Fees Drug Quantity Management· $0.02 PMPM Prior Authorization Clinical Supplemental List· $0.03 PMPM Prior Authorization Other Clinical Overrides (e.g. non$20lrequest standard Prior Authorization medications, medical exceptions) $25/physician review Step Therapy Individual modules and packages available Pricing varies by module • More than 25 modules available. The most utilized include: ACE inhibitors and angiotensin-2 receptor blockers (ARBs), non-steroidal anti-inflammatory drugs (NSAIDS) and COX-2s, proton pump inhibitors (PPls), selective serotonin reuptake inhibitors (SSRls), HMG-enhanced, calcium channel blockers, leukotriene pathway inhibitors, topical immunomodulators, other antidepressants. Formulary Rapid Response $0.01 PMPM $0 Generic Copay $1.25/member mailing or $1,000 for member identification and authorization • List of drugs subject to change at the discretion of Express Scripts. Total Health Management Programs·· Fees Managing Medication Therapy and Safety Medication Adherence $0.02 PMPM Includes all seven modules Retrospective DUR Retrospective DUR Seniors $0.03/Rx $0.02/Rx RxPredict$ $0.05 PMPM for six months each time the report is run (e.g. 100,000 members • $0.05 PMPM • six months). A subsequent charge will occur with the second report. There is a minimum charge of $3,000. Managing Overall Health Care Management $0.01/claim $0.01/claim $0 .02/claim $0.02/claim $0 .01/claim $003/c1aim $0.02/c1aim $0.02/claim Asthma Cardiovascular Disease CHF Depression Diabetes GI Disease Hypertension Miaraine Disease Management Three-disease suite Five-disease suite Six-disease suite Priced upon request City of Carmel Sept. 9th, 2008 8 Pricing Supplement Billing and Payment Billing Information· Billing Frequency Weekly or twice per month Payment Options Wire Transfer Payments must be transferred within two days of receipt of the Express Scripts invoice/billing statement Automated Clearing Payments must be made within two days of receipt of the Express Scripts House (ACH) invoice/billing statement Pre-Authorized Debit Funds must be available in the client's bank account within 48 hours of receipt Transaction of the Express Scripts invoice/billing statement • Please note that each client is subject to a standard credit evaluation. City of Carmel Sept. 9th, 2008 10 Pricing Supplement manufacturers in the form of both up-front and retrospective discounts. Such discounts are not considered part of the rebates paid to Express Scripts by manufacturers in connection with our rebate program. While rebates are directly attributable to the utilization of pharmaceutical products by individuals who receive benefits from clients for whom we provide PBM services, product acquisition price discounts are based on a pharmacy's inventory needs and, in the case of specialty pharmacies, the performance of related patient care service obligations. The purchase discounts obtained by these facilities are not based on any client's benefit design. When an Express Scripts subsidiary pharmacy dispenses or distributes a product from its inventory, the purchase price paid for the dispensed product, including applicable dispensing fees, may be greater or less than the pharmacy's acquisition cost for the product net of purchase discounts. In general, our pharmacies realize an overall positive margin between this net acquisition cost and the amounts paid for the dispensed products. Pharmaceutical Program Services -Our specialty pharmacies, including CuraScript Pharmacy, Inc. and Express Scripts Specialty Distribution Services, Inc., receive compensation from manufacturers for their administration of programs related to the distribution of certain pharmaceutical products. This compensation is based on the fair market value of the services provided and is unrelated to the drug formulary development process or drug utilization applicable to the clients for whom we provide PBM services. Examples of these services include (i) administering patient assistance programs for indigent patients; (ii) administering product sample distribution programs; and (iii) dispensing prescription medications to patients enrolled in clinical trials. Data Reporting -Express Scripts sells certain data resulting from its PBM and pharmacy services to health care data aggregators and similar entities from time to time. We do not sell any data unless we are permitted to do so by the terms of our client contract and by applicable patient privacy laws. In addition, as a condition to receiving access to certain products, a specialty pharmaceutical manufacturer often will require a purchasing specialty pharmacy to report selected information to the manufacturer regarding the pharmacy's service levels and other de-identified dispensing-related data with respect to patients who receive such manufacturer's product. A portion of the discounts or other compensation made available to our specialty pharmacies represents compensation for such reporting. All such reporting activities are conducted in compliance with applicable patient privacy laws. Other Pharmaceutical Manufacturer Services -Phoenix Marketing Group, LLC specializes in the provision of sample fulfillment, sample accountability, alternative sampling, direct mail fulfillment, and literature fulfillment services for pharmaceutical manufacturers. Because its services involve only warehousing and fulfillment-related functions, this subsidiary entity does not review products clinically and it never uses, sells or has access to Express Scripts' client or member information. Compensation paid to Phoenix Marketing Group, LLC by pharmaceutical manufacturers is based on the fair market value of such services, as established most often through an "RFP" process, and any such compensation is unrelated to the drug formulary development process or drug utilization applicable to the clients for whom Express Scripts provides PBM services. Revised July, 2005 Express Scripts does not conduct business in a fiduciary capacity to plan sponsors or members. Express Scripts exercises no discretion with respect to the management of the plan or control of plan assets. City of Carmel Sept. 9th, 2008 12 BAKER & DANIELSlMitzi H. Martin A"PROVED~OHuman Resources Department -2008 FORM BY:Appropriation #1201-570-01 ; P.O. #19374 Contract Not To Exceed $10,000.00 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and Mitzi H. Martin, Partner with BAKER & DANIELS (hereinafter "Professional"). RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the professional services ("Services") referenced herein; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1. INCORPORAnON OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2. SCOPE OF SERVICES 2.1 City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services to City. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after City has approved Professional's time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to City. A copy of the City's authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City. 2.3 Time is of the essence of this Agreement. (l.:\E Bus\My Oocumenu\P'rofeuiOIlal SCl"Vlccs\2008\Baker Oarucls·H.R.ProfessionaJ Scrvic.c:s.doc: 1211 JI1oo8 11 :37 AM) 1 BAKER & DANIELSlMitzi H. Martin Human Resources Department -2008 Appropriation #1201-570-01 ; P.O. #19374 Contract Not To Exceed $10,000.00 SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall provide such infonnation as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perfonn the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 1201-570-01 funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services. SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perfonn the Services pursuant to the tenns of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its perfonnance ofthe Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5. COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Ten Thousand Dollars ($10,000.00) (the "Estimate"). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a fonn containing the same infonnation as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within sixty (60) days from the date of City'S receipt of same, or be subject to a late charge of one percent (1 %) of such unpaid and undisputed invoice amount for each month same remains unpaid. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City's prior written consent. [Z:\E Bus\My DocummlS\Pt(lfC!ilioaal Srrvico\200X\BakG D.uds·RR.PTofcssioDaI Sa'VIccs.doc:1Vl lllOO8 11 :37 AM) 2 BAKER & DANIELSlMitzi H. Martin Human Resources Department -2008 Appropriation #1201-570-01; P.O. #19374 Contract Not To Exceed $10,000.00 SECTION 6. TERM Unless otherwise tenninated in accordance with the tennination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2008, 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. SECTION 7. MISCELLANEOUS 7.1 Tennination. 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be tenninated by City or Professional, without cause, upon thirty (30) days' notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be tenninated by City, for cause, immediately upon Professional's receipt of City's "Notice To Cease Services." 7.1.3 In the event of full or partial Agreement tennination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of tennination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect. City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement tenns, conditions and obligations. 7.3 No Third Party Beneficiaries. Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the tennination of this Agreement. IZ:\E 8ass\My Oocu.ma:llS\Profcssioo.a.l Savic:c:s\2008\B.aka Danids-H.R.Prores.":ional Scrvu:cs..doc:I2111/200& 11:37 AM] 3 BAKER & DANIELSlMitzi H. Martin Human Resources Department -2008 Appropriation #1201-570-01; P.O. #19374 Contract Not To Exceed $10,000.00 7.5 Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation, occupational disease and/or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any of Professional's employees, agents or contractors and/or because of 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 on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to City. 7.6 Liens. Professional shall not cause or pennit the filing of any lien on any of City's property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to payor bond over such lien at Professional's sole cost and expense. 7.7 Default. In the event Professional: (a) repudiates, breaches or defaults under any of the tenns or conditions of this Agreement, including Professional's warranties; (b) fails to perfonn the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for 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 terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance. Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current, and to indemnify and hold hannless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. IZ:\E 8ass\My Documml$\Profcssional Scrv1ccs\2008\Baka Danids-H.R..ProfC':SSlooal Scrviccs.doc:11I11/200S 11:37 AM] 4 BAKER & DANIELS/Mitzi H. Martin Human Resources Department -2008 Appropriation #1201-570-01; P.O. #19374 Contract Not To Exceed $10,000.00 7.9 Indemnification. Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.10 Discrimination Prohibition. Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination ofthis Agreement. 7.11 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.12 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel Douglas C. Haney Department ofAdministration Carmel City Attorney One Civic Square One Civic Square Carmel, Indiana 46032 Cannel, Indiana 46032 ATTENTION: Stephen Engelking PROFESSIONAL: BAKER & DANIELS 300 North Meridian Street, Suite 2700 Indianapolis, Indiana 46204-1782 ATTENTION: Mitzi H. Martin [Z:\E 8us\My DocumC'Dts\Professiooai Sa-via:s\lOO8\Bakcr Daruds-H.R.ProfeWobal S~.doc:l2JllflOOg 11 :)1 AM) 5 BAKER & DANIELSlMitzi H. Martin Human Resources Department -2008 Appropriation #1201-570-01; P.O. #19374 Contract Not To Exceed $10,000.00 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.13 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.14 Governing Law; Lawsuits. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Cannel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file 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. 7.15 Waiver. Any delay or inaction on the part of either party in exerclsmg or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.16 Non-Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.17 Entire Agreement. This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.18 Representation and Warranties. Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. IZ:\E 8us\My Documcnu\ProfesslOOiJ Savice:\lOO8\Saktr Daru~b-H.R.PmrC~.IODai SUVlcc>.doc:IVIII200& 11:17 AM) 6 BAKER & DANIELSlMitzi H. Martin Human Resources Department -2008 Appropriation #1201-570-01; P.O. #19374 Contract Not To Exceed $10,000.00 7.19 Headings. All headings and sections of this Agreement are inserted for convenience only and do not fonn a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.20 Advice of Counsel. The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.21 Copyright. City acknowledges that various materials which may be used and/or generated by Professional in perfonnance of Services, including fonns, job description fonnats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional's property. 7.22 Personnel. Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be perfonned by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perfonn such services. 7.23 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. 7.24 Accomplishment of Project Professional shall commence, carryon, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City'S organization. (Z:\E Ba.<n:lMy DOC11D1C11u\Pro(C'SlonaJ Savu:Cl\2008\Baker Daids-H-R.Proressi(Jnal St7Viccs.doc ·I2I1112OO8 J1:31 AM] 7 From: 12/11/2008 16:08 #609 P.009/014 BAKER & DANlELSfMitzi H. Martin Human Resources Department -2008 AppropriBtion#l201-570-01; P.O. #193'74 Contract Not To Exceed $} 0,000.00 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: James Bminard, Presiding Officer Date: Mary Ann Burke, Member Date: _____________ Lori S. Watson., Member Date: ___--_________ ATTEST: Diana Cordray, IA.Me, Clerk-Treasurer Date: _____________ Mitzi H. Martin, BAKER & DANIELS B~iiJJt-~ Authorized Signature Printed Name: Ui+-z,.· H. Mam.rJ Title: -Pa rofn e-r-- FIDrrIN: j t:) -0637 9D~ SSN jfSole Propriet~: _________ Date: '.t.j' ',I 0(£ (Z.~&.u\M)' o..CUII1mlA/iJUlw;goolll5~DlIMcb·H.Jt.f'n1fewr.w S~.dK;ll/rJnoIOi 11:.\' AM) 8 ---------------------------- ----------------------------- BAKER & DANIELSlMitzi H. Martin Human Resources Department -2008 Appropriation #1201-570-01; P.O. #19374 Contract Not To Exceed $10,000.00 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: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Diana Cordray, IAMC, Clerk-Treasurer Date: Mitzi H. Martin, BAKER & DANIELS BY: Authorized Signature Printed Name: ________________________ Title: ________________ FID/TIN: ____________ SSN if Sole Proprietor: Drue: ________________________________ (Z:\£ Bu s\My OocumrolS\PtofcsSKlDalSovlces\200 8\8akc:r Danidl-H.R.Pmr(SSjoo aJ StrViccs.doc:121 11 12008 11 :37 AM] 8 BAKERf~DANIELS E511863 MITZI H. MARTIN BAKER & DANIELS LLP Partner 300 North Meridian Street, Suite 2700 Direct 317.237.1323 Indianapolis, Indiana 46204-1782 Direct Fax 317.237.8423 TeJ 317.237.0300 Fax 317.237.1000 mitzi.martin@bakerd.com www.bakerdaniels.com CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE VIA U.S. MAIL AND E-MAIL: blamb@carmel.in.gov November 14,2008 Ms. Barbara Lamb Director Of Human Resources City Of Carmel One Civic Square Carmel, IN 46032 Re: Employment Law Training Dear Barbara: This letter follows our discussion and provides information on my practice and training philosophy, and my background. Although I know you are familiar with my training, I wanted to you have this information to share with Doug Haney if he needs further information about my training. Labor and Employment Law Team As you know, we handle the full range of labor and employment issues that employers face and represent clients throughout the United States in employment and labor matters including providing supervisory training. My practice has provided the basis for my teaching front-line, mid-level, and top management. My Background I have practiced 23 years solely in labor and employment law. The lion's share of my practice is dedicated to all aspects of civil rights law and the FMLA and similar laws. I spend significant time in proactive counseling and strategizing with clients to assist them in developing and maintaining an efficient, productive work force and avoiding litigation. As a result, I have developed a substantial "training" practice. Prior to becoming an attorney, I taught school for seven years. I also have a Masters Degree in Counseling. The interrelated skills gained from education, counseling, and law have enabled me effectively to counsel, train, and defend. Many decades of life experiences, "EXHIBIT ~ I [ 5 " Barbara Lamb -2-November 14,2008 including spending my youth in the South and my adult life in the Midwest, living in small town America and working in a large city, and living and working with people of diverse socio-economic and cultural backgrounds, have enhanced my ability to serve clients well in the "legal" world of work. I typically make approximately 75 presentations annually, many for public employers. I have worked with supervisors and managers in all industries and at all skill levels. The feedback is consistent. On a scale of 1 to 10, supervisors regularly rate my training 9+. You have received the evaluation from the training that Carmel participated in the past two years (1) December 11 and 12, 2007 -Hiring Right: Use Your Senses, Your Good Sense, Your Common Sense -Not your Gut, and (2) October 9, 2008 -Investigating Complaints Of Workplace Harassment -Learning The Tricks Of The Trade. I have enclosed another copy of those reviews. I train on a variety of topics. As you consider your needs for 2009, following is a sampling of presentations Mitzi Martin's Training Topics ~ The Supervisors' Primer: Liability And Responsibility Under Equal Employment Opportunity Law (Discrimination, Harassment, Retaliation, And Accommodation). ~ Managing Workplace Illness/Injuries In Compliance With The Americans With Disabilities Act (ADA) and The ADA Amendments Act (ADAAA) (Effective January 1, 2009) ~ Surviving The Challenges Of Complying With The "New" Family And Medical Leave Act (FMLA): What Every Human Resources Professional And Supervisor Must Know ~ Managing The Many Wrinkles Of The Aging Boom ~ A Bowl Of Alphabet Soup Helps Cure The Supervisory Ills Of The FMLA And The ADA ~ Performance Management: Coaching, Counseling, Complimenting, And Correcting Right ~ Managing A Work Force Of Differences: Recognizing And Dealing With Workplace Cultural Collisions ~ Customer Service: It's All About The Five C's -Courtesy, Communication, Care, Co-Workers, And Cultural Diversity ~ Building Better Employees Through Performance Evaluation BDDBOl5476021vl "EXHIBIT~ " Barbara Lamb -3-November 14,2008 >-Workplace Conduct: It's About Respect >-Hiring Right: Use Your Senses, Your Good Sense, And Your Common Sense -Not Your Gut: The Pre-Employment Process -Focus On Effective Interviewing >-Investigating Workplace Complaints Effectively: Learning The Tricks Of The Trade >-Managing Pay Practices To A void The Pitfalls Of The Fair Labor Standards Act >-Violence In The Workplace -A 21st Century Reality Of course, I can mix and match the substantive topics and select scenarios that address employer's particular needs and concerns. Sometimes I suggest that training cover three to six major "best practice" issues in a less comprehensive fashion with a caption such as "Staying Out Of Hot Water: A Practical Seminar For Managers, Supervisors, And Human Resources" or" 21 st Century Personnel Practices: The Good, Bad, And The Ugly." My fees for your 2009 training, including preparation, presentation, follow-up report, and travel time are: >-Up to 7 hours training in a single day: $4,800 >-Up to 4 hours training in a single day: $3,100 As you are local, there will be no additional out-of-pocket expenses, except a charge of $6.00 per participant booklet. I look forward to hearing from you. I can commit the terms to a formal engagement letter after your review and decision. Of course, you do not need to commit to dates or topics at this time unless you wish. Sincerely, ~ Mitzi H. Martin MHMljas Enclosures (1) December 11 and 12,2007 -Hiring Right: Use Your Senses, Your Good Sense, Your Common Sense -Not your Gut (2) October 9,2008 -Investigating Complaints Of Workplace Harassment -Learning The Tricks Of The Trade. "EXHIBIT Ii: 5/) "BDDB015476021vl EXHIBIT B Invoice Date: Name ofCompany: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided (Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total -- GRAND TOTAL Signature Printed Name EXHIBIT C rnSURANCECOVERAGES Worker's Compensation & Disability Employer's Liability: Bodily Injury by AccidentlDisease: Bodily Injury by Accident/Disease: Bodily Injury by AccidentlDisease: Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): Products/Completed Operations: Personal & Advertising Injury Policy Limit: Each Occurrence Limit: Fire Damage (anyone fire): Medical Expense Limit (anyone person): Statutory Limits $100,000 each employee $250,000 each accident $500,000 policy limit $500,000 $500,000 $500,000 $250,000 $250,000 $ 50,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Single Limit: Injury and property damage: Policy Limit: Umbrella Excess Liability Each occurrence and aggregate: Maximum deductible: $500,000 each accident $500,000 each accident $500,000 $500,000 $ 10,000 City of Carmel INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 PAGE J '/-/ J PURCHASE ORDE~_NUMBER FEDERAL EXCISE TAX EXEMPT I J (/ ?')L/35-60000972 ONE CIVIC SQUARE THIS NUMBER MUST APPEAR ON INVOICES, CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SU SHIPPING LABELS AND ANY CORRESPOND EN, FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL -1997 IRCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 1 , I ({ ,-;;) I. 1 ( . I SHIP VENDOR c(~ t,t \ L{~ TO12· {i k,,;~{~ q. II L/ I ( (. H/-JilL I JNFIRMATION BLANKET CONTRACT PAYMENT TERMS FREIGHT QUANTITY lUNIT OF MEASURE DESCRIPTION I UNIT PRICE I EXTENSION --r ~A 1 +-e l i { ('. ( / v (( I I { {I-1,-, 1/.. 1_ 1 , l-(. '( _ . ...... Send Invoice To: ~. ! () -(Co PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT / ~/)r -() PAYMENTId.-( I I SHIPPING INSTRUCTIONS • SHIP REPAID. • C.O.D. SHIPMENTS CANNOT BE ACCEPTED. ORDERED BY • PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABELS. f~j I ' r ( (~( / 1 1 . ~. -'~. • THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 TITLE 'f rfiX , . IlJ ·(rtll . -rlr t 7 1 ( ,t AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. -[ l 19374 CLERK-TREASURER DOCUMENT CONTROL NO_ A.P. V. COpy· SIGN AND RETURN TO CLERK'S OFFICE CITY OF CARMEL FACILITY USE REQUEST FORM Name/Organization: C ' /1126 e-Ie ((;0 L D£"yI k:" KIuJ A,t.!/..[ Point of Contad: U.Aed Ie /1 13£(L~I Address: 30S-..r-Y:-di/E/lA/£SS BLl/J) City, State, Zip: CA-~&L IAJ t: 66 3 ~ Home Phone: (17) 9 ~ Y-0 I{ 7 -4-Work Phone: .L.(--L)________ CeO Phone: (3/7) .3 7J ..J 9 (. ,t Fax Number l..(---i)t...-_________ For Profit Organization: Non-Profit Organization: X' Individual: ___ Day and Date Requested: 0'1//11 M€& C-(J,J c.E R...---rS' Time Requested: a.m~. to: a.m.~(This includes set-up and clean-up time.) Rehearsal Date: Time: a.m.lp.m. to a.m.lp.m. . City Facility Requested: Gazebo Fountain Area_ Caucus Room (1/3) _ (2/3)_ Council Chambers Special Requests: Electricity __ Fountain Restroom __ Other _____ Purpose: S & LL fbfUJM AT LO.Jc.edSNumber of People Expected: _____ Vendors: Yes ---No ___ (If yes, please attach list ofvendor(s) information.) Other Requests: City Street Closing (Large Events Only) __________ Neighborhood Street Closing (Street(s), Address(es) Blocked) _________ The Carmel Board of Public Works and Safety reserves the right, in its sole discretion, to deny any facility use request and/or revoke any previously granted request to use a City facility for any lawful reason. Received this ,;JrL'dayof D-ec<mh~I,200 ~, by the Office of the Mayor. Mayor's Office Revised: 01/07 Page 1 of 1 Moran, Wanda P From: Bill [bfjf@indy.rr.com] Sent: Wednesday, November 26,20083:54 PM To: Barb Story; Bill Fecht; Connie May; Tingley, Connie S; Norris, Darrell D; Hancock, Ramona B; Lentz, Melanie J; Krcmery, Michelle A; Phyllis Morrissey; Sharon Kibbe; Coy, Sue E Cc: Moran, Wanda P Subject: Gazebo Concerts Vendor approval Thank you to everyone who responded to my email regarding the Kiwanis request with your much appreciated input. Our objective is to control the type and number of vendors. We will follow the following policy if and when receiving requests. • Only Non-Profit organizations will be considered. • Vendor must commit to entire season. • Items sold must be approved by committee. Item must be the same for the entire season. • Profits must be contributed to a charitable organization • The location/placement of booth/table will be specified by the committee. • Vendors must clean up after themselves These are interim guidelines that we will use until we have the opportunity to meet as a committee to formalize them. I have copied Wanda on this email advising her that we approve the Golden K Kiwanis request. Wanda is there anything you will need from me? If you like, you can send me the request form and I will get back to them with our policy stipulations. Thanks you again to everyone. Happy Thanksgiving 12/4/2008 Enclosure: Details About Some of the Many Charitable Projects Supported by the Carmel Golden K Kiwanis Club in 2007-08. a. Gym Shoes for Elementary School Students: Although our area of Hamilton County is viewed as fairly affluent, there are many disadvantaged families that can not even afford to supply the gym shoes required for elementary students to participate in their gym classes. In the Carmel School System alone, there were 283 needy students in 11 elementary schools in 2007. The Carmel Golden K Kiwanis Club -working with the School authorities, provided free shoes for these children. The cost to the Club for this service was about $3,334, with the 10% discount offered by WalMart. Since the start of the project in 1995, the Carmel Golden K Club has provided about 1,825 pairs of shoes and the need is growing yearly. b. Services to Children's Hospitals; The Indiana Kiwanis District is known for its support of the Riley Childrens Hospital Foundation in Indianapolis. The club provided $2,600 to the Foundation for the expansion of the Childrens Hospital, and $500 for the Riley Summer Camp for Riley Kids. The Indiana District helped found the hospital. The Indiana District has provided Riley several million dollars since then. In addition to giving charitable funds to Riley, the Carmel Golden K also supports the Peyton Manning Children's hospital at St. Vincent in Indianapolis, with donations of wooden toys and games, as well as Trauma Dolls and large amounts of library books. The Trauma Dolls are hand-made on white or light colored cloth. The dolls are used by doctors and nurses to do drawings on the doll to show surgery or other medical procedures. This greatly helps the child understand what will happen in their own medical procedure and reduces their stress. Children are encouraged to draw facial features on their dolls. The Carmel Golden K Kiwanis Club made and distributed about 1,700 dolls during the first three years of the project. The Club also donates toys and dolls to numerous Shriners Hospitals for Children. The Club has also provided hundreds of books to the Ronald MacDonald House at Riley for use by the parents of the Riley Kids. c. Janus Developmental Services: The remarkable Janus facility in Noblesville provides programs and services to individuals with physical and intellectual disabilities. The Carmel Golden K Kiwanis Club donates $2,000 yearly to Janus, who serves over 800 families in both Hamilton and Tipton counties. Janus provides these individuals the opportunity to participate and contribute within the community through training, education and the development of social skills through several programs, including: (1) Contract manufacturing Services; (2) Habitation training program; (3) First Steps Provider Services; (4) Hamilton County Express Transportation Services. d. Woodworking Shop Projects -Toys for Tots. The Carmel Golden K Club has its own state-of-the-art wood workshop, now located at the Janus Developmental Services facility in Noblesville. About eight dedicated and skilled Club members put in a total of from 200 to 300 service hours work each month. They annually produce and give away more than 200 free wooden toys and games for children in hospitals. In addition, they make about 250 toys or games for the youth to paint and assemble in the summer day-camp program at Hamilton County's Cool Creek Park in Westfield. The Wood Shop also works with the regional Greater Indianapolis Forum that makes hundreds more toys for up to 125 various children's agencies each Christmas season. The Wood Shop also makes toys and custom products for sale to help pay for its operations. More than $5,000 in donated private funds was spent in modernizing the woodshop ·last year in its move to the Janus facility. e. Terrific Kids Program for Elementary Students. Terrific Kids is a recognition program that promotes character development, positive self-esteem, and perseverance. Students establish specific goals to improve behavior, peer relationships, attendance or schoolwork, and strive to attain these goals. Recognition to deserving students is made with the teacher making a class presentation of certificates, pencils and buttons. The Carmel Golden K Kiwanis Clubs annually distributes these materials to eleven partiCipating Carmel elementary schools. This year the Club will distribute these materials to about 250 4th-grade students, at a cost of about $436.00. CITY OF CARMEL FACILITY USE REQUEST FORM Name/Organization: ]>Af.Lf;Ut ~ t-hn1Y lllJJJ\ ~ ~Cikal)f0 Point of Contact: 6-n I u/ tYl JldEg. Address: l#ll ~Uf\J 7:>reJ 11& City, State, Zip: ~t2 "T}\l 4d0033 Home Phone: Btl ~L/:LI:-¥lfLq2 Work Phone: 1....(_)L....-______ Cell Phone: 3i65i4-f{153 Fax Number _ 1....(_)L..--_____ ~ For Profit Organization: Day and Date Requested: Time Requested: 7 Non-Profit Organization: Individual: '> j A tJ ']I 2JJa 9 a.~to: 9.--a.mtf!j)(ThiS includes set-up and clean ___ -up time.) Rehearsal Date: Time: a.m'!p.m. to a.m.lp.m. City Facility Requested: Gazebo Fountain Area_ Caucus Room (1/3) _ (2/3)/ Council Chambers __ Special Requests: Electricity ~ountain Restroom __ Other _______ Purpose: i±txnC{). V~ }11n;znt1oNumber of People Expected: :to -~O Vendors: Yes No ~fyeS,please attach list ofvendor(s) information.) Other Requests: City Street Closing (Large Events Only) ...I..'6iD-=-.=..:....I't...;;..e..-=-_______ Neighborhood Street Closing (Street(s), Address(es) Blocked) ~~c::..-:;---,0=-______ The Carmel Board of Public Works and Safety reserves the right, in its sole discretion, to deny any facility use request and/or revoke any previously granted request to use a City facility for any lawful reason. (,)-1-11 /I J.. Received this I day of "-...J ~€1V1Jje r,lOOl,by the Office of the Mayor. Mayor's Office Revised: 01107 ~ AGREEMENT BETWEEN CITY OF CARMEL AND FRATERNAL ORDER OF POLICE LODGE #185 [EXHIBIT "A" -Page 1 of 11 12/412008 ,.. Section 5 Upon its proper execution by all parties hereto, and subject to Section 2 above, this Agreement shall take effect at 12:0 I a.m. on January I, 2009 and remain in effect until 11 :59 p.m. on December 31, 2011. Section 6 The tenns of this Agreement are intended to cover only minimums in hours, salaries, wages and certain other employee benefits. The City may implement or retain in effect superior salaries, wages, hours and other employee benefits. Section 7 A. Dues Collection. Upon receipt of voluntary, written, signed and dated authorization fonn from Employees of the Representative Unit who are members of the FOP, the City shall deduct each month from the earnings of each said Employees an amount representing their regular, monthly dues for the preceding month and shall remit such monies, together with the appropriate records, to a designated FOP official. The City shall not be liable to the FOP for failure to make or errors in deductions for dues. The FOP will indemnify the City and hold it harmless from any or all claims or liabilities which may arise under this paragraph. B. Bulletin Boards. The City shall furnish a suitable bulletin board in a convenient location to be used by the FOP, for the purpose of posting FOP notices and other FOP materials. The City reserves the right, with notice to the FOP, to remove inappropriate materials. C. Access to Roll Call. The FOP shall have limited access to attend roll call for the purpose of conveying FOP announcements to members of the Department after securing the approval of the Chief or his designee, which approval shall not be unreasonably withheld. Section 8 A. There shall be an FOP Wage and Benefits Committee composed of five (5) members. Three (3) members of the Wage and Benefits Committee shall be appointed by the Executive Board of the FOP and two (2) representatives appointed by the Chief. The Chief and Mayor, or their representatives, shall meet and confer not less than twice annually, for the purposes of discussing wage and benefit issues affecting Employees. Discussions at said meetings shall be limited to the subject matter included in the agenda submitted by the [EXHIBIT "A" -Page 3 of 11 3 12/4/2008 Internal Affairs shall be individually notified in writing of the disposition of said investigation within thirty (30) days of said final disposition. Section 10 The City shall make reasonable provisions for the safety and health of police officers during the hours of their employment. It shall maintain its equipment in safe operating condition in accordance with Federal, State, and local law. The City shall provide, at its expense, the equipment for special teams, as directed by the Chief. Section 11 A. Base Salary Increase. All officers shall receive an increase to their base salary of three percent (3.0%) annually for the term of this Agreement. Should the Consumer Price Index for all Midwestern Wage Earners ("CPI-W") independent of seasonal adjustment, as reported by the Bureau of Labor Statistics of the United States Department of Labor for the previous calendar year, fluctuate plus or minus 1.5% from the 3.0% provided by this Section, the parties to this Agreement shall meet to consider a more appropriate salary adjustment. For purposes of this Section, the CPI-W shall be determined by the City's Human Resources Director and his/her determination shall be final for purposes of this Agreement. B. Shift Differential. Shift Differential for officers whose shifts begin at or after 4:00 PM shall receive One Dollar ($1.00) an hour. C. FTO Pay. FTO (Field Training Officer) pay for officers shall receive position pay in the amount of Four Dollars and Twenty-Five Cents ($4.25) an hour on top of their regular pay. Such additional compensation shall be paid only to those officers actually functioning in such position, when training a new officer. D. Overtime Pay. Overtime compensation for officers shall be in addition to the amounts specified, and shall be paid in compliance with the Federal Fair Labor Standards Act and the City of Carmel's most current compensation ordinance as adopted by the Carmel Common Council. E. Court Time and Call Out Time. Officers shall receive a minimum of two (2) hours compensation for court sessions attended during non-working hours for and any time an Officer is called in off-duty for work related business. [EXHIBIT "A" -Page 5 of 11 5 12/4/2008 compensation. A Master Patrol Officer is eligible to receive specialty pay and other hourly specialty pay differentials. I. Accident Investigators, Certified Instructors, DARE Officers Pay. Officers designated as Accident Investigators, Certified Instructors and DARE Officers shall receive up to Three Dollars ($3.00) per hour for perfonning the duties associated with these functions, in addition to all other fonns of compensation. J. Clothing Allowance. Officers with twelve (12) months of service in the Department shall receive a clothing allowance of One Thousand Two Hundred Dollars ($1,200.00) per year, to be paid semi-annually in equal installments in February and August of each year. K. Sick Leave Incentive Pay. Employees may be eligible for sick leave incentive pay, which is based on the amount of sick leave used in a calendar year as follows: No sick leave used 24 hours Up to and including one (I) shift used 20 hours Over one (I) to and including two (2) shifts used 12 hours Over two (2) to and including three (3) shifts used 8 hours Over three (3) to and including four (4) shifts used 4 hours Over four (4) shifts used ohours The hourly rate of pay for each eligible employee, for the purposes of this pay incentive only, shall be calculated as follows : rbi-weekly base pay plus (+) longevity]/80 hours. All sick leave used by an employee in the course of the calendar year, except leave for injuries incurred on duty or in the line of duty, shall be counted toward the incentive pay calculation for that year, regardless of the reason for the leave or the status of the leave. Sick leave incentive pay may be paid out each year in February, for the prior calendar year, at the eligible employee's current rate of pay. An Employee must be employed by the Department for an entire calendar year, and must be employed by the City at the time of the payout, in order to be eligible for incentive pay for that calendar year. L. Holiday Pay. Each employee who is required to report to work on a declared holiday, whether on a scheduled or an unscheduled basis, shall receive Thirteen Dollars ($13.00) per hour premium pay for each hour actually worked on the holiday. Such premium pay shall be calculated to the nearest quarter hour. 'EXHIBIT "A" -Page 7 of 11 7 12/4/2008 City plan), provided that the City's insurance premium contribution shall not exceed Seven Hundred Dollars ($700.00) per month or Eight Thousand Four Hundred Dollars ($8,400.00) per year. Coverage for other eligible dependents may be continued at the retiree's expense. The City's insurance premium contribution cap shall be evaluated each year to keep pace with current health insurance costs. S. Police and Fire Employee PERF. The City shall maintain membership in the 1977 Fund and shall require members of the Department to meet the eligibility requirements for the Fund. The City shall pay twenty-one percent (21 %) of the established Police Officer First class salary for each Member of the Department participating in the 1977 Fund. In the event that state actuary reports are lower than the twenty-one percent (21 %) obligation levied upon the City in any fiscal year, that amount shall be reflected as a credit toward the six percent (6%) obligation levied upon the members of the Department. Section 12 The City will allow FOP meetings to be held in City buildings at times agreed to by the Chief of the Department. The FOP will be responsible for the care and security of the building during such meetings. The City will allow the FOP to utilize electronic bulletin boards, e-mail systems, internet access and paging systems in accordance with existing City policies. Section 13 No employee will be required to join, support or pay dues to the FOP. There shall be no discrimination, interference, restraint or coercion by the City or FOP against any employee for activities or membership in the FOP, or a refusal to support, be active in or become a member of the FOP. Section 14 The FOP agrees that it is the exclusive right of the City to: (a) Maintain order, discipline and efficiency in the operations of the Department; (b) Hire, direct, transfer, promote, discharge or otherwise discipline, Employees in accord with law; (c) Operate and manage the work of the Department; IEXHIBIT "A" -Pa2e 9 of 11 9 12/4/2008 COMMON COUNCIL FOR THE CITY OF CARMEL Presiding Officer Joseph C. Griffiths Richard L. Sharp, President Pro Tempore Kevin Rider John v. Accetturo W. Eric Seidensticker Ronald E. Carter Lucl Snyder ATTEST: Diana L. Cordray, IAMC, Clerk-Treasurer Presented by me to the Mayor of the City of Cannel, Indiana this __ day of __________ 2008, at .M. Diana L. Cordray, IAMC, Clerk-Treasurer Approved by me, Mayor of the City of Carmel, Indiana, this __day of __________ 2008, at .M. James Brainard, Mayor ATTEST: Diana L. Cordray, lAMC, Clerk-Treasurer [EXHIBIT "A" -Page 11 of 11 1 1 12/4/2008 ADD ON Board of Public Works and Safety Meeting December 17, 2008 10:00 A.M. a. Request for Purchases of Goods and Services; Cargill; (Bid Award $458,380.00); David Huffman, Street Commissioner Diana L. Cordray, Clerk Treasurer JI CARGILL, INC. Street Department -2008 Appropriation #2201 -365.00-$258,379.64; #42-365.00-$200,001.78 P.O. #18733& 18732 APPROVED,.A$ TO Contract Not To Exceed $458,380.00 FORM BY': ~u.r----...;:;--- 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 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 numbers 2201-365.00 & 42-365.00 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: 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Four Hundred Fifty Eight Thousand Three Hundred Eighty Dollars ($458,380.00) (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 pursuant to or as part of that certain City of Carmel Street Department Bid Proposal Package for" Bulk De-Icing Salt" received by the City of Carmel Board of Public Works and Safety on or about September 19, 2008, 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. (C:\OocllJl101U and SetU.IIgs'd<:avC:r'\Loea.I SCHings\Tc:mponry )nu::met Files'.oLK9)'<:Mmclcol1lrlweviliOO .doc 12/1 012008 9:13 AM) .... CARGILL, INC. Street Department -2008 Appropriation #2201-365.00-$258,379.64; #42-365.00-$200,001.78 P.O . #18733& 18732 Contract Not To Exceed $458,380.00 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, provided such remedies shall be strictly limited to direct damages caused by the vendor. 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 a/l such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. (C-\Documcnts aod Settin8s'duver\Loc.1l1 Sctlin,gs\Temponry 11lItrnd Files\oL.K93afDlclcoulIacuevisal.doc 11II onOO8 9~ AM) ./ CARGILL, INC. Street Department -2008 Appropriation #2201-365.00-$258,379.64; #42-365.00-$200,001. 78 P.O. #18733& 18732 Contract Not To Exceed $458,380.00 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. 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: City and 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 the other party'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. lC,\Docunious and Seui..ngsIduV'tt\lot.al Seuinp\Temponry lOla-net FilcsI()LK.9J\uJmclconlrdClrcvisaLdoc: 1211012008 ~JAM] ~/ (;ARGILL, INC. Street Department -2008 Appropriation #2201-365.00-$258,379.64; #42-365.00-$200,001.78 P.O. # 18733& 18732 Contract Not To Exceed $458,380.00 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 terrn shall be deemed reformed or deleted, but only to the extent necessary to comply with sarne, 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. Sta. 450 North Olmstead, Ohio 44070 Telephone: 800-600-7258 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 agreater amount. IC :\OocumcnlS and Stttinp'lcSuvcr\Loc.11 Sellings\Tcmponuy lutcmet Files\oLK.9)~armcJconu:tclfevi~cd.doc: 1]J10I2008 9~ A.M) CARGILL, INC. Street Department -2008 Appropriation #2201-365.00-$258,379.64; #42-365.00-$200,001.78 P.O. #18733& 18732 Contract Not To Exceed $458,380.00 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, 2008, 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. [C ·\DoculUe.IIIS :MId Scniuls\dU.ver\l....oc:.li ScuiDg.s\TcrnporMY lolemel Files\()LK.93'carmdcOIllfOiclIeviscd.doc.1 2/ 101200S 9:~ AM] CARGILL, INC. " Street Department -2008 Appropriation #2201-365.00-$258,379.64; #42-365.00-$200,001.78 P.O. #18733& 18732 Contract Not To Exceed $458,380.00 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. II~ 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: By: James Brainard, Presiding Officer Date: ___________ Mary Ann Burke, Member Date: ___________ Lori S. Watson, Member Date: ___________ ATTEST: Diana Cordray, IAMC, Clerk-Treasurer Date: _____________ , , ,. A, / I( r I· ~ r· ~, ,. rt' i v: ;] L.. Printed Name (_ .J. ~, !{; \'1 ':' , '; 1' ,S -:::;> ('<-'V l,s 1, Title FIDITII~: ~l l -C I I 1 i~ SC SSN if Sole Proprietor: _______ ! ,( . , /' ., '.. , -' " " ,....yDate. ~--=s....:{ ,~< / j·U "f / ~ : v {-V 15. IC'\Docunlcnts Iud Senulg.s'dQycr\l...ou\ Scclings\Tcmpoury Imcmct Ftlc::s\()LX93arrnciconlrlc(fcviscd doc "I211012008 9:fj A.M1 .r PART 2 BID PROPOSAL 2.1 Project Bid. The undersigned Bidder proposes to furnish all necessary labor, machinery, tools, apparatus, materials, equipment, service and other necessary supplies, and to perform and fulfill all obligations incident thereto in strict accordance with and within the time(s) provided by the terms and conditions of the Contract Documents for the above described project, including any and all addenda thereto, for the total sum of Four hundred fifty eight thousand, three hundred eighty dollars and zero cents _ __Dollars ($ 458,380.00 ). The Bidder acknowledges that evaluation of the lowest Bid shall be based on such price. The Bidder further understands that all work which may result on the Contract shall be compensated for on a lump sum basis and that the OWNER cannot and does not guarantee the amount or quantity of any item of work to be performed or furnished under the Agreement. "EXHIBIT AIII " / EXHIBITB Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Proj ect N arne: Invoice No. Purchase Order No: Person Providing Goods/Services Date Goods/ Service Provided - Goods/Services Provided (Describe each good/service separately and in detail) GRAND TOTAL - Goods Cost Per Item Services Hourly Rate/ Hours Worked Total Signature Printed Name EXHIBIT C mSURANCECOVERAGES Worker's Compensation & Disability Employer's Liability: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): Products/Completed Operations: Personal & Advertising Injury Policy Limit: Each Occurrence Limit: Fire Damage (anyone fire): Medical Expense Limit (anyone person): Statutory Limits $100,000 each employee $250,000 each accident $500,000 policy limit $500,000 $500,000 $500,000 $250,000 $250,000 $ 50,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Single Limit: Injury and property damage: Policy Limit: Umbrella Excess Liability Each occurrence and aggregate: Maximum deductible: $500,000 each accident $500,000 each accident $500,000 $500,000 $ 10,000 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 0020c f Carmel ~ I l ~... ;" ". , -. " ' . :.t. FEDERAL EXCISE TAX EXEMPT "{ 35-60000972 I ; SQUARE INA 46032·2584 rE BOARD OF ACCOUNTS FOR CITY OF CARMEL -1997 ..,-- PURCHASE ORDER NUMBER 18733,. THIS NUMBER MUST APPEAR ON INVOICES, VOUCHER, DELIVERY MEMO, PACKING SU SHIPPING LABELS AND ANY CORRESPONDEN JRCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 9l30l2008 .._-- Cargill; Inc Carmel Street Department VENDOR P. O. Box 98220 SHIP 34OOW. 13tst~ TOChicago, IL 60693-8220 Westfield, IN 46074 ONFIRMATION BLANKET CONTRACT QUANTITY IUNIT OF MEASURE PAYMENT TERMS DESCRIPT ION I FREIGffT UNIT PRICE L. EXTENS ION 3,663,92 ton bulk·de;.icing salt.· .~' $10.52 $258,37~.64 o ea freight $OJ00 $0.00 ,2009BUI, Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT 2201 365.00' $258,379;64 PAYMENT NP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND SHIPPING INSTRUCTIONS • SHIP REPAID. • C.O.D. SHIPMENTS CANNOT BE ACCEPTED. ORDERED BY . • PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABELS. • THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99. ACTS 1945 TITLE VOUCHER HA9IHE PROPER SWORN AFFIDAVIT ATIACHED. IFY THAT THERE IS AN UNOjlUGATED BALANCE IN ~FICIENTTO PAYJf=O~ THE ABOVE ORDER. AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO . CLERK· TREASURER 18733 \It=J.Ir"'\I''\O r"r-.ov I~IANA RETAIL TAX EXEMPT CERTIFICATE NO. 0031201550020~ity of Carmel I I FEDERAL EXCISE TAX EXEMPT 35-60000972I J ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 IRM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL -1997 rl"\\.'lC PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES. AlP VOUCHER. DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE. ; HASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION Gf"lI\I')nnR :. street Department cargill, Inc, SHIP 3400 W. 131 st Street NDOR TO Westfleld, IN ,46074 P.o; Box 98220 (31n 733-2001-... IL .~~m FREIGHT;IRMATION BLANKET CONTRACT PAYMENT TERMS QUANTITY __ IUN~()F MEASURE I -----DESCRIPTION -----------' UNIT PRICE -I EXTENSION ." ."': $70,52 ' 5200,001,78 ., ~. 2836.1 Each road de-icing salt iend Invoice ToStreetDepartment 34OOW.131ststreet Westfield, IN ,46074.., $200.001.18 ' 42-365.a.EASE INVOICE IN DUPLICATE ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT AlP 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 AITACHED. I HEREBY~CERn HAT THERE IS AN UNO,B,ILIJ'ATED BALANCE IN THIS APPROPR ~~IENT TO PAY ~¢l T~ABOVE ORDER. SHIPPING INSTRUCTIONS • SHIP REPAID. • C.O.D. SHIPMENTS CANNOT BE ACCEPTED ,,-1 ~_~~ORDERED BY / -~ ,,' PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABELS. • THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 TITLE AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO CLERK-TREASURER___ ._________ ..___...... 18732 \fC:~Ir",\C f"of\f;JV