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Engledow, Inc.
Engineering Dept. - 2006
Appropriation #2004 Road Bond Project 04-10; P.O. #15376
Contract Not To Exceed $180,353.00
APPRO\(E7~~
FORM BY,
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 Engledow, Inc. ("Vendor").
TERMS AND CONDITIONS
I. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its
execution of same constitutes its acceptance of all ofthe 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 2004 Road Bond Project 04-10 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 One Hundred Eighty Thousand Three Hundred Fifty-
Three Dollars ($180,353.00) (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 Agreemeni 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
Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient
for their particular purpose.
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Engledow, Inc.
Engineering Dept. . 2006
Appropriation #2004 Road Bond Project 04-10; P.O. #15376
Conn'act Not To Exceed $180,353.00
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last datc on which a party hereto exccutes same
("Effective Date"), and both parties shall thereafter perfonn 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 thercto. 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 pennit 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 (I) 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 hannless
City from and against any and all liabilities, claims, demands or expenses (including, but not
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Engledow,lnc,
Engineering Dept. - 2006
Appropriation #2004 Road Bond Project 04-10; P,O, #15376
Conn'act Not To Exceed $180,353.00
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 fUliher 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, rcligion, 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.
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Engledow, Inc.
Engineering Dep!. - 2006
Appropriation #2004 Road Bond Project 04-10; P.O. #15376
Contract Not To Exceed $180,353.00
15. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and govemed 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.
16. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance,
executive order or other rule of law, such term shall be deemed reformed or deleted, but only to
the extent necessary to comply with same, and the remaining provisions of this Agreement shall
remain in full force and effect.
17. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by
postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the
address specified herein:
If to Citv:
City of Carmel
One Civic Square
Carmel, Indiana 46032
A TTN: Mike McBride, PE City Engineer
Douglas C. Haney, City Attomey
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor:
Engeldow Inc.
1100 East 116'h Street
Carmel, Indiana 46032
ATTN: James L. Engledow, President
Notwithstanding the above, notice of termination under paragraph 18 herein below 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.
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Engledow, Inc..
Engineering Dept. . 2006
Appropriation #2004 Road Bond Project 04.10; P.O. #15376
Contract Not To Exceed $180,353.00
18. TERMINATION:
18. I Notwithstanding anything to the contrary contained in this Agreement, City may, upon
notice to Vendor, immediately terminate this Agreement for cause, in the event ofa 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 entitled to
receive only payment for'the undisputed invoice amount of conforming Goods and
Services delivered as ofthe.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 oiherwise 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,
2006, and shall, on the first day of each January thereafter, automatically renew for a period of one
(I) 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.
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Engledow, Inc.
Engineering Dept. - 2006
Appropriation #2004 Road Bond Project 04-10; P.O. #15376
Contract Not To Exceed $180,353.00
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.
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 bywritten amendment executed by both parties hereto, or their successors in interest.
IN WITNESS WHEREOF, the parties hereto have madc and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
ENGLEDOW, INC.
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Printed Name
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Title
FIDrrIN: 35 - JD{P/.s, 9/5
SSN if Sole Proprietor:
Diana Cordray,
Date: II
Date: ~D/.s,
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Engledow, Inc,
Engineering Dept. - 2006
Appropriation #2004 Road Bond Project 04-10; P,O, #15376
Contract Not To Exceed $180,353,00
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PART 2
BID PROPOSAL
2.1
Base Bid
The undersigned Bidder proposes to furnish all necessary labor, 'machinery, tools,
apparatus, materials, equipment, service and other necessary supplies, and to perform and
fulfill all obligations incident thereto ill strict accordance with and within the time(s)
provided by the terms and conditions of the Contract Documents for the above described'
Work and Project, including any and all apdenda thereto, for the Unit Prices applicable to
the Contract Items as stated in Part 3 hereof, which Unit Prices, when multiplied by
estimated unit quantities for such Contract Items, total ' One Hundred & Eighty Thous/md,
Three Hundred & Fifty Three---64/100 Dollars ($ 180,353.64 ). .,The
Bidder acknowledges that evaluation of the lowest Bid shaH be based on such price and
further acknowledges that the unit quantities lisled in Part 3 of this Proposal are estimates
solely for the purpose of Bid ~valuation and Contract award, and are not to be construed
as exact or binding.' The Bidder further,understands lhat ,all Work which may result Oll
the Contract shall be compensated for On a Unit Price basis and that the OWNER and
ENGINEER cannot and do not guarantee the amount or quantity of any item of Work to
be performed or furnished under the Contract
"EXHIBIT
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BID-S
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"EXHIBIT
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EXHIBIT B
Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing Date Goods/Services Provided Cost Per Hourly Total
Goods/Services Goods/ (Describe each good/service Item Rate/
Service separately and in detail) Hours
Provided Worked
GRAND TOTAL
Signature
Printed Name
~
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EXHIBIT C
rnSURANCECOVERAGES
. Worker's Compensation & Disability
Statutory Limits
Employer's Liability:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Bodily Injury by AccidentlDisease:
$100,000 each employee
$250,000 each accident
$500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than.
Products/Completed Operations):
Products/Completed Operations:
$500,000
$500,000
Personal & Advertising Injury
Policy Limit: .
Each Occurrence Limit:
Fire Damage (anyone fire):
Medical Expense Limit (anyone person):
$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:
$500,000 each accident"
$500,000 each accidenr
$500,000
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000
$ 10,000
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