Signal Construction/Engr
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Signal Construction. APPROVED, A
Engineering Dept. - 2006 FORM BY'
Appropriation #15051 P.O. #15051 lOng- 4462100 - $74,424.25; Fire Dept 2005 Misc Equip Le~se
Bank - $50.000
Conlract Not To Exceed $124,424.25
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
Third Bond
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 Signal Construction, Inc. ("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 Eng- 4462100 - $74, 424, 25; Fire Dept 2005 Misc Equip Lease
Purchase, 5th Third Bond Bank - $50,000. 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 Twenty-Four Thousand Four Hundred
Twenty-Four and Twenty-Five Cents(124,424.25) (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 submitted by Vendor to and accepted by City pursuant to or as part of that
certain City of Carmel Engineering Department Bid Proposal Package for "Installation of Traffic
Signal Materials and Equipment Contract" received by the City of Carmel Board of Public Works
and Safety in or about April 19, 2006, 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
Bpwcontracts2006/eng/signal/5/t 7/06
Signal Construction.
Engineering Depl. - 2006
Appropriation #15051 P.O. #15051Eng- 4462100 - $74,424,25: Fire Dept 2005 Mise Equip Lease Purchase, 5'h Third Bond
Bank - $50,000
Contract Not To Exceed $124,424.25
purpose. City's stated use and are fit and sufficient for their particular purpose.
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same
("Effcctive 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 reCjuested by City, Vendor shall promptly furnish to City, in such form and detail as City may
dircct, a list of all chcmicals, materials, substances and items used in or during the provision of the
Goods and Services providcd hereunder, including the quantity, quality and concentration thereof
and "ny 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 pcrmit 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
spccificd 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 ot' 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 cquity.
9. INSURANCE AND INDEMNIFICATION:
Vcndor shall procure and maintain in full force and effect during the term of this Agreement, with
an i :lsurer licensed to do business in the State of Indiana, such insurance as is necessary for the
protcction 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
n01 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
requcst, with copies of all such policies, and shall provide that such insurance policies shall not be
canccled without thiny (30) days prior notice to City. Vendor shall indemnify and hold harmless
Cil)' from and against any and all liabilities, claims, demands or expenses (including, but not
Bpwcontracb2006/englsignaI/5/17/06
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Signal Con.slt'llction.
Engineering IJcpt. - 2006
Approprialiull #ISOS1 P.O. #ISOSIEllg- 4462100 - $74,424,2S; Fire Dept 200S Mise Equip Lease Purchase, S'" Third Bond
Bank - $SO,OOO
ContraclNol To Exceed $124,424.2S
limiLed to, reasonable attorney fees) for injury, death and/or damages to any person or property
amlng from or in connection with Vendor's provision of Goods and Services pursuant to or under
thi, 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
wh"tever 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
ohligations shall slIrvive 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
Ag,.'~ement, 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
an)' such violation of such laws, orders, rules, regulations and codes. This indemnification
obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
VClldor 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,
di",bled veteran status ,md/or Vietnam era veteran status.
12. NO IMPLIED WAIVER:
ThG failure of either party to require performance by the other of any provision of this Agreement
shed I not affect the right of slIch 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
su':ceeding breach of the same or any other provision hereof.
13. NO:--:-ASSIGNMENT:
V clldor 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
CilY. 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. GtJVERNlNG LAW; LAWSUlTS:
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
fi led 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
Bpwcontracl,2006/eng/sigllal/S/17/06
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Signal COIlo,;iruclion.
Engineerill,; Dept. - 2006
Appropriation #15051 P.O. #15051 Eng- 4462100 - $74,424,25; Fire Dept 2005 Misc Equip Lease Purchase, 5'" Third Bond
Bank - $50.noo
Contract Not To Exceed $124,424.25
venue for and has jurisdiction over same.
16. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance,
exccutive order or other rule of law, sueh 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
fL~lllain 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 Cannel
One Civic Square
Carmel, Indiana 46032
ATTN: Mike McBride, PE, City Engineer
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Cannel, Indiana 46032
If to Vendor: Signal Construction, Inc.
563" West US 40
Greenfield, IN 46140
ATI'N: Michael W. McGhee, President
Phone#: (317) 894-0120 Fax#: (317) 894-2121
Notwithstanding the above, notice of tennination under paragraph 18 herein below shall be
eficctive 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 tennination,
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) d~.ys prior
notice to the other party. In the event of such termination, Vendor shall be entitled to
Bpwcontracls2006/eng/signaI/5/17106
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Signal Construction.
Engineering Depl. - 2006
Appropriation #15051 P.O. #15051 Eng- 4462100 - $74,424,25; Fire Dept 2005 Mise Equip Lease Purchase, 5'h Third Bond
Bank - $50,000
Contract Not To Exceed $124,424.25
receive only payment for the undisputed invoice amount of cOli forming Goods and
Services delivercd as of the date of termination, except that such payment amount shall not
exceed the Estimatc amount in cffect at the time of termination, unless the parties have
previously agrecd in writing to a greater amount.
19, REPRESENTATIONS AND WARRANTIES
Thc parties represent and warrant that they are authorized to enter into this Agreement and that the
persons executing this Agrecment have the authority to bind the party which they represent.
20. ADDITIONAL GOODS AND SERVICES
Vendor understands and agl"Ccs that City may, from time to time, request Vendor to provide
additional goods and scrviccs 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 cstimate for thc 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 sllch goods and services be provided by Vendor to City. A copy of the City's
authorization docllmcnts for thc purchase of additional goods and services shall be numbered and
allJched hereto in thc ordcr in which they are approved by City.
21. TERM
Unless otherwise terminatcd in accordance with the termination provisions set forth in Paragraph
18 hercinabove, this Agrccment shall be in effect from the Effective Date through December 31,
2006, and shall, 011 thc first day of cach January thereafter, automatically renew for a period of one
(I) ealcndar year, unlcss othcrwisc agreed by the parties hereto.
22. lIEADINGS
All hcading and sections of this Agreement are inserted for convenience only and do not form a
part of this Agrecment nor limit, expand or otherwise alter the meaning of any provision hereof.
23. I3INDING EFFECT
The parties, and thcir rcspcctive officers, officials, agents, partners, successors, assigns and legal
reprcscntatives, are bOllnd to the other with respect to all of the covenants, terms, warranties and
obligations set forth in Agrccment.
24. J'\O THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
25. ADV ICE OF COUNSEL:
The parties warrant that thcy have read this Agreement and understand it, have had the opportunity
10 obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and
CI~lcr into same freely, voluntarily, and without any duress, undue influence or coercion.
26. ENTIRE AGREEMENT:
This Agreement, togethcr with any cxhibits attached hereto or referenced herein, constitutes the
entire agreement bet ween Vendor and City with respect to the subject matter hereof, and
supersedes all prior oral or written representations and agreements regarding same.
Bpwcontr:\cls2006/eng/signal/5/17/06
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Signal Construction.
Engineering Dept. - 2006
Appropriation #IS0SI P.O. #lSOSlEng- 4462100 - $74,424,2S; Fire Dept 200S Misc Equip Lease Purchase, S'" Third Bond
Bank - $SO,OOO
Contract Not To Exceed $124,424.2S
Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof,
to the extent any term or condition contained in any exhibit attached to this Agreement or in any
document referenced herein conflicts with any term or condition contained in this Agreement, the
term or condition contained in this Agreement shall govern and prevail. This Agreement may only
be modified by written amendment executed by both parties hereto, or their successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
,
SIGNAL CONSTRUCTION INC.
By:
By:
fYI\--'~ tJU. 0
Authorized Signature
fA ; L'v\ttc,\ tA ~ ~~ ~e
.
:J~~+
Printed Name
~
\ fc S
Title
mes Brainard, Presiding Officer
Date:
o ,j mbe~
&;/, Df.?
I I
FIDITlN: ..25- nICl"2..0z...
SSN if Sole Proprietor:
ATTEST:
iana Cordray, IA
Date:
Date:
5-21 - oCt,
Bpwcontracts2006/eng/signal/S/17/06
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PART 1
BIDDER INFORMATION
(Please Type or Print)
1.1
Bidder Name: S: 5 () tl \
r ens. ~('Ut~; ~v'l
Inc....
1.2
Bidder Address:
Street Address: 5 1.0 3. 9 ~. U s Lj 0
City: r.::- ('e(" nb!dJaate: :r:- JJ Zip: ~. ~ III 0
5/7 317
Phone #: ( ) 89</ ,'0/2.() Fax #: l ) 814 - 2-/2.. I
1.3 Bidder is alan [mark one):
_ Individual _ Partnership ~ndiana Corporation;
_ Foreign (Out of State) Corporation; State:
Joint Venture Other:
1.4 [The following must be answered if the Bidder or any of its partners or joint
venture parties is aforeign corporation. Note: To do business in or with the City of
Carmel, Indiana, foreign corporations must register with the Secretary of the State of
Indiana as required by the Indiana General Corporation Act as stated therein and
expressed in the Attorney Genera/'s Opinion #2, dated January 23, 1958.]
.1 Corporation Name:
.2 Address:
.3 Date registered with State ofIndiana:
.4 Indiana Registered Agent:
Name:
Address:
"EXHIBIT k l( ')
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ITEMIZED PROPOSAL
City of Carmel
Installation of Traffic Signal Materials and Equipment
ITEM DESCRIPTION UNIT ESTIMATED UNIT TOTAL
NO. QUANTITY PRICE
I Installation of LED Lamp EA 1,360 \'1.00 ~ '5, <(,'iu.W
2 Fumish and Install Signal Service - Meter Base EA 8
Only !.JOO.DO 2;2. 00 . 00
3 Fumish and Install Metered Signal Service EA 8 550.00 1.J40n. CJO
4 ModilY "M" Foundation to "PI" Foundation EA 5 S 50. CD ~ISO.OO
5 Remove Existing Cabinet and Controller, Install EA 5
PI Cabinet and Controller 10 00 . do ~ S; CO .()O
6 Install Opticom Interface Relay Panel EA 14 j 50 .00 :?, 500.00
7 Install "0" Module EA 14 ;;J.. S.OO ~soo.oo
8 Install "0" Harness EA 14 15.00 .1050.00
9 Install M760 Card Rack EA 36 100.00 .'<.teelO.oo
10 Install M711 Detector EA 97 100.CO Q7C>Cl .00
II Install M721 Detector EA 65 100,00 (() ~OO ,00
12 Install M722 Detector EA 2 100.00 :;too. 00
13 Install M752 Phase Selector EA 36 50,00 IRoo .00
14 Install M754 Phase Selector EA 23 50.00 llSo,oo
15 Install M5575 Confirmation Light Kit EA 164 loo,oD llo,qOQ,co
]6 Install Load Switches EA 59 10.00 5'10.00
17 Install M 138 Detector Cable EA 85 :'150.00 !2/ ~E;O.OO
The items on the following page pertain to the
installation of a traffic signal at I 36th Street and
Gray Road
"EXHIBIT
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C:-% H/ LJ',..;r ?'1 .. ~
ITEMIZED PROPOSAL
City of Carmel
Installation of Traffic Signal Materials and Equipment
ITEM DESCRIPTION UNIT ESTlMA TED UNIT TOTAL
NO. QUANTITY PRICE
18 Furnish and install sign, sheet, encapsulated lens SFT 35.25
with legend, 0.125 in. thickness ~S.OO $'18\.~5
19 Furnish and install 3C I #8 signal cable LFT 5 :J,.oo 10.00
20 Furnish and install 5C 1#14 signal cable LFT 300 I.So L./ 50 .en
21 Furnish and install 7C I # 14 signal cable LFT 340 /.70 '5 7P. .00
22 Furnish and insta1l2C I #6 shielded cable for loops LFT 60 /.50 90.00
23 Install Signal Head EA 6 I.J..O .00 t aD .CO
24 Furnish and Install Detector Housing EA I IOSo .W to 50.00
25 Install Traffic Signal Controller EA I Lfoo.co "a).a>
26 Install Traffic Signal Pole & Mast Arm EA 3 500. CO ISCO.CO
27 Pedestal Foundation, Type A EA I 400.00 t.fOO.oo
28 Controller Foundation, P-I EA I 500.00 SOD .00
29 Signal Mast Arm Foundation, 2' x 6" x 2' x 6" x EA I
6' loo .00 700.00
30 Signal Mast Arm Foundation, 3' x 3' x 7' EA 2 800.00 lto oeLCo
31 Furnish and install 2" Galvanized Steel Conduit LFT 235 ~~.OO 01l0.00
32 Furnish and install Handhole EA 3 700. cb 2100 .CO
33 Furnish and install Metered Electric Service EA I 5So.(X) S50.CD
34 Furnish and install Signal Service Pedestal EA I ~0:) .lb ("fd), CD
35 Transverse Markings, Thermoplastic, Stop Line LFT 39 /5.00 Sl?5' .00
36 Construction Sign, A EA 6 100. CO fJ,OO.CO
37 Mobilization and Demobilization LS I I :;e:o ' 00 /60o.c6
Grand Total :hI;), 1 t./;;.t.ll ~
Notes: The City of Carmel will furnish the materials and I or equipment for the following items:
Item
1
5
6 to 16
23
25
26
LED Lamps
New Controller
All materials and equipment related to the Opticom installation
Signal Heads
Signal Controller
Traffic Signal Poles and Mast Arms
"EXHIBIT J j ('3
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