HomeMy WebLinkAboutMilestone Contractors, L.P.Milestone Contractors, L.P.
Street Dept.
2001-Asphalt
Appropriation #502
Contract Not To Exceed $923,360.00 APPROV[D, AS TO
FORM IY "'
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 Milestone Contractors, L.P.CVendor").
TERMS AND CONDITIONS
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.
PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and~ Services") described in
attached Exhibit A from City budget appropriation number 502 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 professional and technical standards.
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 Nine hundred twenty-three thousand three htmdred sixty
Dollars ($923,360.00) (the "Estimate"). Vendor shall submit an invoice to City detailing
the Goods and Services provided to City pursuant hereto. 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. Subject
to the above, if the undisputed invoice amount is not paid within thirty (30) days of its
receipt by City, then a late charge in a sum equal to one percent (1%) of such unpaid and
undisputed invoice amount shall accrue and be due and payable by City to Vendor as a
separate debt for each month it remains unpaid.
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 of the
Estimate.
WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform
to the specifications, samples and/or descriptions thereof furnished to Vendor by City and/or by
Vendor to and accepted by City, 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
Milestone Contractors, L.P.
Street Dept.
2001-Asphalt
Appropriation #502
Contract Not To Exceed $923,360.00
Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient
for their particular purpose.
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.
DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly fumish 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 waming 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.
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. Vendor shall indemnify and hold harmless City from and against
any and all liabilities, losses, claims, costs and expenses, including, but not limited to, attorney
fees, incurred by City in connection with any such lien and/or the removal thereof. This
indemnification obligation shall survive the termination of this Agreement.
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, 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
(1) terminate all or any parts of this Agreement, without liability to Vendor; (2) obtain, upon such
terms and in such manner as City deems appropriate in its sole discretion, the same or similar
Goods and Services which were to be provided to City by Vendor, and Vendor shall be liable to
City for any excess costs of the City in obtaining same; and (3) exercise any other rights or
remedies as are available to City at law and/or in equity.
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 and reasonably acceptable to City, such
insurance as is necessary for the protection of City and Vendor from all claims for damages under
Milestone Contractors, L.P.
Street Dept.
2001-Asphalt
Appropriation #502
Contract Not To Exceed $923,360.00
any workers' compensation, occupational disease and/or unemployment compensation act; for
bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any
of Vendor's agents, officers, employees, contractors and subcontractors; and, for any injury to or
destruction of property, including, but not limited to, any loss of use resulting therefrom. The
coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor
shall cause its insurers to name City as an additional insured on all such insurance policies, shall
promptly provide City, upon request, with copies of all such policies, and shall provide that such
insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall
indemnify and hold harmless City from and against any and all liabilities, claims, demands or
expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages
to any person or property arising from or in connection with Vendor's provision of Goods and
Services pursuant to or under this Agreement or Vendor's use of City property. Vendor further
agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs,
attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of
Vendor's agents, officers, employees, contractors or subcontractors in the performance of this
Agreement. These indemnification obligations shall survive the termination of this Agreement.
10.
GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all present and future 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 existing and future 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. City reserves the
right to collect a penalty as provided in IC 5-16-6-1 for any person so discriminated against.
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.
Milestone Contractors, L.P.
Street Dept.
2001-Asphalt
Appropriation #502
Contract Not To Exceed $923,360.00
14.
15.
16.
17.
RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and Vendor and
all of its officers, employees, contractors, subcontractors and agents are not, and shall not become,
employees of City, and the sole responsibility to pay same all statutory, contractual and other
benefits shall remain exclusively with Vendor. 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.
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.
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.
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:
If to Vendor:
City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: David Klingensmith
(with a copy to City Attomey,
One Civic Square, Carmel, 1N 46032)
Milestone Contractors, L.P.
P.O. Box 421459
5950 S. Belmont Ave.
Indianapolis, IN 46242-1459
ATTN: Brad McCall
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
ten (10) business days from the date of such oral notice.
18. TERMINATION:
Milestone Contractors, L.P.
Street Dept.
2001 -Asphalt
Appropriation #502
Contract Not To Exceed $923,360.00
18.1
Notwithstanding anything to the comrary contained in this Agreemere, 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.
18.2
Either party hereto may terminate this Agreement at any time upon thirty (30) days prior
notice to the other party. In the event of such termination, Vendor shall be emitled to
receive only paymere 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 execming this Agreemere 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 Mayor or his duly amhorized representative shall notify Vendor of such additional
goods and services desired, as well as the time frame in which same are to be provided. Vendor
shall then provide, at no cost to City, an estimated cost for such additional goods and/or services,
as well as the date by which same will be provided to City. 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
Subject to the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall
be in effect from the Effective Date through December 31,2001, 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, agems, partners, successors, assigns and legal
Milestone Contractors, L.P.
Street Dept.
2001-Asphalt
Appropriation #502
Contract Not To Exceed $923,360.00
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 cotmsel throughout the negotiation of this
Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or
coercion.
26.
ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, as well as the
project specifications, bid documents and other contracts, documents and addenda pertaining to
this public works project, constitute the entire agreement between Vendor and City with respect to
the subject matter hereof, and supersede all prior oral or written representations regarding same.
This Agreement may only be modified by written amendment executed by both parties hereto, or
their successors in interest.
[remainder of page intentionally left blank]
Milestone Contractors, L.P.
Street Dept.
2001-Asphalt
Appropriation #502
Contract Not To Exceed $923,360.00
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
Mary Ann Burke, Member
Date:
ATTEST:
By:
Authorized Signature
~7:,-a¢ g/,'c C?o / /
Printed Name
Title
FID/SSN; 35-
Diana Cordray, IAMC, Clerk-Treasurer
Date:
CITY OF CARMEL
BID TABULATION SHEET
Project Name: 2001 PAVING PROGRAM
Bid Date: May 16th, 2001
Substantial Completion Date: September 15, 2001
Final Completion Date: September 30, 2001
i ITEM #
DESCRIPTION
UNIT PRICE
AMOUNT I
I AET or AE 150 TAC 9al
12,000
0.70
8,~00.00
2
3
4
~ or #9 Binder ton
#12 Surface HAC ton
Hand laid #12 surface ton
14,821
9,407
300
26.70
33.60
~'8 · 00
395,720.70
316,075.20
1~,~00.00
5 Bad spots cut/removed sq.yd.
500
15.00
7,500.00
6 Milling sq.yd.
7 18" Stone Berm ton
TOTALS
79,214
150
0.65
15.00
51,½89.10
2,250.00
795,835.00
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
EXHIBIT B
Invoice
Date:
Project Name:
Invoice No:
Person
Performing
Service
Service Services Provided Hourly
Date (Describe in detail in one-Rate
tenth hour units)
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Employer's Liability:
Bodily Injury by Accident:
Bodily Injury by Disease
Bodily Injury by Disease
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed OperatiOns):
Products/Completed Operations:
Personal & Advertising Injury
Limit:
Each Occurrence Limit:
Fire Damage (any one fire):
Medical Expense Limit
(any one person):
Comprehensive Auto Liability
Owned, hired and non-owned
Bodily Single Limit:
injury and property damage
Umbrella Excess Liability
Each occurrence and aggregate
Maximum Deductible
Professional Responsibility Insurance:
Statutory Limits
$100,000 each accident
$ 500,000 policy limit
$100,000 each employee
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$ 50,000
$ 5,000
each accident
$1,000,000
$1,000,000
$ 10,000
Per Occurrence: $1,000,000
Aggregate: $1,000,000
City of Carmel
ONE CIVIC SQUARE
CARMEL, INDIANA 46032
~)RM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
35-6000972
PAGE
PURCHASE ORDER NUMBER
THIS NUMBER MUST APPEAR ON INVOICES, A/P
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE.
RCHASE ORDER BATE
5J Blol
VENDOR
NFIRMATION
QUANTITY
DATE REQUIRED
REQUISITION NO.
DESCRIPTION
VENDOR NO.
DESCRIPTION
SHIP
TO
FREIGHT
UNIT PRICE I EXTENSION
DEPARTMENT
SHIPPING INSTRUCTIONS
· SHIP PREPAID.
· C,O.D. SHIPMENTS CANNOT BE ACCEPTED,
· PURCHASE ORDER NUMSER MUST APPEAR ON ALL
SHIPPING LABELS,
· THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER g9, ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO,
DOCUMENT CONTROL NO. 0 12 3 7
ORDERED BY
TITLE
CLERK~REASURER
VENDORCOPY
PLEASE INVOICE IN DUPLICATE
5 0 ~ PAYMENT (~C~ 3, 5~0" ~
· A/PVOUDHERCANNOTBEAPPROVEDFORPAYMENTUNLESSTHEP,O,
NUMBER 18 MAGE A PAFff OF THE VOUCHER AND ~E~Y INVOICE AND
THIS APPROPRIATIO PAY FOR THE ABOV RDER,I