Fleetwood Contracting/Engr
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/r;leetwood Contracting Corporation.
Engineering Dept. 2007 :. J. W. Morrow Legal Drain Modernization
Appropriation #CCS 4462838; P. O. #t5965
Contract Not To Exceed $71,700.00
. APPROVED~lO
. fORM IV:
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreemenr) 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
Fleetwood Contracting Corporation ("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 CCS 4462838 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 PAYMENTTERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Seventy-One Thousand Seven Hundred Dollars($71 ,700.00) (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 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 "Project No. 06-26, Parcel 68 - J.w. Morrow Legal Drain
Modemization" received by the City of Carmel Board of Public Works and Safety or about December 20,
2006, all of which documents are incorporated herein by reference, and that the Goods and Services will be
delivered in a timely,. good and workmimlike 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. City's stated use and are m and sufficient for their particular purpose.
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'fleetwood Contracting Corporation
Engineering Dept. 2007 - J. W. Molrow Legal Drain Modernization
Appropriation #CCS 4462838; P. O. #15965
Contract Not To Exceed $7t,7oo.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 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.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of. this
Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
. (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and/or in equity. .
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
1igensed 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 .
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Fleetwood Contracting Corporation
Engineering Dept. 2007 - J. W. Morrow Legal Drain Modernization
Appropriation #ces 4462838; P. O. #15965
Contract Not To Exceed $71,700.00
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 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 ~ 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,
coior, 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 OFPARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of ~s 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 toa 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..
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.Fleetwood Contracting Corporation
Engineering Dept. 2007 - J. W. Morrow Legal Drain Modernization
Appropriation #CCS 4462838; P. O. #15965
Contract Not To ExcBBd $71,700.00
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 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:
lito City:
City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: Michael McBride, City Engineer
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor:
Fleetwood Contracting Corporation
5535 Hickory Road
Indianapolis, Indiana 46239
ATTN: Kevin Fleetwood
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.
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 enmled to
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination, unless the parties have previously agreed in
writing to a greater amount.
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,Fleetwood Contracting Corporation
Engineering Dept, 2007 - J. W. Morrow Legal Drain Modernization
Appropriation #CCS 4462838; P. O. #15965
Contract Not To ExC88C1 $71,700.00
18.2 Either party hereto may terminate this Agreement at any time upon thirty (30) days prior riotice 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 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, 2007, 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 oniy 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, officiaJs, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to ali 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
freeiy, vOiuntarily, and without any duress, undue influence or coercion.
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,Fleetwood Contracting Corporation
Engineering Dep/. 2007 - J. W. Morrow Legal Drain Modernization
Appropriation #CCS 4462838; P. O. #/5965 .
Contract Not To Exceed $7/,700.00
26. ENTIRE AGREEMENT:
This Agreement, together with any exhibns 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 condnion 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 govem 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 ns Board of Public
Works and Safety
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FLEETWOOD CONTRACTING CORPORATION
Bk~ tWiJ
Authorized Signature.
!:::ev,'" Ffe..e-+wo<>.D
Printed Name
Pr&r;;;d:,/J i-
Title
FIDrrlN: ~,;- . /9.0 7 :>7 t
SSN if Sole Proprietor:
Date: / - 9-07
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 Houriy Total
Goods/Services Goods/ (Describe each good/service Item Rate/
Service separately and in detail) Hours
. Provided Worked
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's.Compensation & Disability
Statutory Limits
Employer's Liability:
Bodily Injury by AccidentJDisease: .
Bodily Injury by AccidentJDisease:
Bodily Injury by AccidentJDisease:
$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 accident
$500,000
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000
$ 10,000
'.';
PART Z
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 perfonn and
fulfill all obligations incident thereto in strict accordance with and within the lime(s)
provided by the tenns and conditions of the Contract Documents for the above described
W and Project, including any and aU ad enda thereto, for the Lum Sum totaling
o a ~~
($ . The Bidder acknowledges that evaluation of the lowest Bid shall
be bas on such price and further acknowledges that the unit quantities listed in Part 3 of
this Proposal are estimates solely for the purpose of Bid evaluation and Contract award,
and are not to be construed as exact or binding. The Bidder further understands that all
Work which may result on 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 perfonned or furnished under the Contract.
2.2 Base Bid
The undersigned also proposes to furnish or to omit all labor and materials necessary to
complete work as required by the "Alternate Bids", as provided for in the drawings and
specifications as foUows:
Alternate No.1: Performance Bond
(Add)B (No Change)
four hundred dollars
($ dnn nn ).
Dollars
"EXHIBIT f
1// "
BID-3
:ityof Carmel
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
PAGE
PURCHASE ORDER NUMBER
1S"1~:s
FEDERAL EXCISE TAX EXEMPT
35-11??oo972
ONE CIVIC SQUARE
CARMEL. INDIANA 46032-2584
JRM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL -1997
THIS NUMBER MUST APPEAR ON INVOICES; All
VOUCHER, OSUVERY MEMO, PACKING SUP1:
SHIPPING lABE1.S AND ANY CORRESPONDENCE
CHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
~~'V/-LJ ,
!NDOR
J1'~~~
S.f'3S- ~ eJ .
~ Jill 'Ib..3Cf
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SHIP
TO
FfRMA,llON BlANKET CONTRACT PAYMENT TEAMS FAEIGIfT'
-.-'
.
QUANTITY I UNIT QF MEASURE DESCRIPTION I UNIT PRICE T EXTENSION
*
*
Send Invoice To:
Ccs t1"V", 2-?
~~ ,PL..~--77
)/1'e
sf?/. 7 dO r_
DEPARTMENT
PLEASE INVOICE IN DUPLICATE
ACCOUNT I PROJECT I PROJECT ACCOUNT
I.
AMOUNT
SHIPPING INSTRUCTIONS
PAYMENT
. AlP VOUCHER CANNOT BE APPROVED FOR PAVMENT UNLESS THE P.O.
NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND
VOUCHER HAS THE PROPER SWOAN AFFIDAVIT ATTACHED.
I HEREBY CE J THERE IS AN UNOBUGATED BALANCE IN
ms ,t,pPROP IC'EN! TO ~R 'THE. MOVE ORDER.
. SHIP REPAID.
. C.O.D. SHIPMENTS CANNOT BE ACCEPiED.
. PURCHASE ORDER NUMBER MUST APPEAR ON ALL
SHIPPING LABELS.
. THIS ORDER ISSUED IN COMPUANCE WITH CHAPTER 99. ACTS 1945
AND ACTS M.i9lOATORY THEREOF AND SIJPP\.EMENT THERETO.
ORDERED BY
TITLE
.. -----
CLERK.TREASURER
"
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PART 3
CONTRAcr ITEMS AND UNIT PRICES
[This Part to be used only for Bidding on
Unit Price Contracts for the Contract Items shown)
Contract
Item No.
Prices In Figures
Unit
Price
Description!
Unit Price [in Words]
Estimated
Quantity
BID-4
Total Price
for Item