Calumet Asphalt Paving/Street .- Calumet Asphalt Paving Co. Colkad 40g,05,07.02_.
Street Department—2007
A sphalf Pavin APPROVED
g Program , AS TO
Appropriation#2201-502.00:P.O. #1SS5" FOB 8Y•
Contract Not To Exceed S1,731,000:00
AGREEMENT FOR PURCHASE OF.GOODS.AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES (.`Agreement`')is herebyentered'into,by
and between the City of Carmel; Indiana, acting by and throughts Board of Public.Works and Safety ("City"), and
Calumet Asphalt Paving; Co. ( Vendor").
TERMS AND CONDITIONS
t ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this.Agreement, and agrees that its execution of
same constitutes its acceptance of alhof 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 2201-502.00:funds. Vendor agrees to provide the Goods and Services and to
otherwise perform the requirements of this,Agreement by applying at all timesithe 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.Million Seven Hundred Thirty-One Thousand Dollars ($1,731,000.00) (the
"Estimate"). Vendor shall submit an'invoice to City 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 iPerfOrmed 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 costal 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 ths 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 '2007 Asphalt Paving Program" received bythe City of Carmel Board
of Public Works and Safety on or about:June 14, 2007 ,ail 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 Cily's,intended use and expressly warrants that the.
Goods and Services providedlo City pursuant to this Agreement havebeen selected by Vendor based upon
City's stated use and-are fit and sufficient for their particular purpose..
[l"E eazs\Rfir cxmmrs`vmfrssion,I ienit¢3WTCai,sme Mthoh Paeny N 6x.,8V:ooi Jot PMf 1
Calumet Asphalt Paving Co.
Street Department—2007
Asphalt Paving Program
Appropriation 42201-502 00P_0.tt1885
Contract Nor To Exceed$1,731,000 00
5. TIME.AND PERFORMANCE:
This Agreement;shall become effective as otthe last date-on which aparty-hereto_executes.same("Effective
Date"), and,both parties:shall::thereafter.perform their obligations'herreunder in a timely manner. Time is of
the essence of tfis,Agreement.
6.. DISCLOSURE AND WARNINGS:
f 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 naterial,utiiized.ir or that is apart 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 theIevent any such lienis
filed-and-Vendor fails to remove-suchlien 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 coscand;expense.
6. 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 or 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 benelit 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'arid/orin 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 tb•any person,or property arising from or in connection with
Vendor's.provision.of Goods and,Services pursuant to or under this Agreement drVendor's use of City
frSF,HinlNl'{IlGummlt'Peofai;nISnniadOTTzI¢uiwl A.pih Puamy Co dpc 1I&'2 7 01 PM1f]. 2
Calumet Asphalt Paving Ca.
Street Department—2007
Asphalt Paving Prograth
Appropriation#2201-502:C0 P.O.41885,
Contract Not To Exceed':$i,731,000:00
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 lees, and other expenses, caused by any acr 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:obli'gations shall survive the'termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulators 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 terminationiof 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 Agreementwith 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:atsuch 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,
lndiana;only, and-agree thatsuch court is the appropriate venue for and.has jurisdiction over same.
rL,E Bfx.Mj Ds ia'Pmf¢.Im95mieesVCOTGIUFlua F,.tCa.M['.9:s:SC'S A:01:YN1 3
Calumet Asphalt Paving Co.
Street,Department—2007
Asphalt.Pauing Program_
Appropriation i#2201-502.00 P.O.141885e
Contraet.Not To Exceed$1,731,000.00
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
complywith same,ffindthe 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. citified 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:
AND
Douglas C. Haney, City Attorney,.
Department of Law
One Civic Square
Carmel, Indiana 46032
If to,Ver dor. Geier-net Asphalt Raying Co
5265E..96th Street
Indianapolis,:indiana 43240
Telephone: 317=571-8600
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 her•einabove 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 Goads and
Services to be provided hereunder In the event of such termination! Vendor°shall he entitled to,
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date at termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination, unless the,parties havepreviously agreed in
writing to a greater amount.
(a,ce:sss�OsovumuVror¢simai5mi'ca2WTG1¢niea.sphan PavwxC dcc 8!N/1¢¢a+-oi vm� 4
Calomel Asphalt Paving Co.
Street Department—2007
Asphalt Paving Program
Appropriation#220I-502,O0 P.O. #1•885
Contract.Not To Exceed $1,731,000.00
18.2 Either party hereto may terminate this Agreement,atanyttme 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 of the date of
termination, except that such payment amount shall not exceed the;Estimate amount in effect-at the
timedoi termination, unless the parties have previously agreed in writing to a greater amount.
19. REPRESENTATIONS AND WARRANTIES
The patties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement;have.the authority to bihd the party which they represent.
20. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may,-from tinie 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 arerto 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 ttie 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 headingand sections of this Agreement are inserted for convenience only and do not•form•a part of this
Agreementnor.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 PARTYfBENEFICIARIES
This Agreement gives:no righls,or benefits to:anyone other than City and Vendor.
25. ADVECE 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.
i2"E Ba ftNyR omm�'Prof--mul SariWt3WTfafnmm.is�4 Ptin�U.Mc:&:f]Wi 0l Phff 5
, Calpmet Asphalt Paving Co.
Street Department—2007
Asphalt Paving Program
Appropriation#220 i-502,00 P.O. #1885
Contract Not To Exceed$1,73l,000.00
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 agreements regarding same. Notwithstanding any other tertrr or condition set
forMherein, but.subject to paragraph 16 hereof; tothe,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 andexecuted this Agreement as follows:
CITY OF CARMEL, INDIANA 'Calumet Asphalt.Paving Co.
by and through its Board of Public 5265 E. 96thStreet
Works and Safety Indianapolis, Indiana 46240
By �j � By:
� �p—.
ames Brains` rd, Presiding Officer Authoriz ed 5 g ature
ate: CLfrit Printed NameMa Anrt3ueliPtUCaMember
r vrr! I Title
Lori S. Watson, Member FID/TIN:r 3S -• lS S
Date:
'SSN if Sole Proprietor
ATTEST'
Date: $ -7..4?-
Di a Cordray; lA C r Treasurer
Date:
IZSE HnssMy oomnlalu'ProfMionA Scroca'vWllCslvmal bp4li Ruing A-a gs2¢1)1 0i pA 6
EXH- IBIFB
Invoice
Date:
Name of Company:
Address Er 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
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability Statutory Limits
Employer's Liability:
Bodily Injury by Accident/Disease: $100,000 each employee
Bodily Injury by Accident/Disease: $250,000 each accident
Bodily Injury by Accident/Disease: $500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations): S500,000
Products/Completed Operations: S500,000
Personal & Advertising Injury
Policy Limit: $500,000
Each Occurrence Limit: $250,000
Fire Damage (any one fire): $250,000
Medical Expense Limit (any one person): $ 50,000
Comprehensive Auto Liability(owned, hired and non-owned)
Bodily Single Limit: $500,000 each accident
Injury and property damage: $500,000 each accident
Policy Limit: S500,000
Umbrella Excess Liability
Each occurrence and aggregate: $500,000
Maximum deductible: $ 10,000