Hunt Paving Co./Street
'\ '
H)!!.'! Pa"jng Company
Street Department - 2007
Concrete Curb and Paving Project
Appropriation #2201-502.00; P.O. #1886
Contract Not To Exceed $404.362.28
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APPROVED,~TO
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
Hunt Paving Company (''Vendor''). .
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowiedges 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 2201-502.00 furds. 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 Four Hundred Four Thousand Three Hundred Sixty Two Dollars and Twenty-
Eight Cents ($404,362.28) (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 .provideany 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, uniess ,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 by Vendor to and accepted by City pursuant to or as part of that certain City of Carmel Street
Department Bid Proposal Package for" Concrete Curb and Paving Program" received by the City of Carmel
Board of Public Works and Safety on or about June 14, 2007, all of which documents are incorporated herein
by reference, and that the Goods and Services will be delivered ina 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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'.
l~unt,Pav,ll1g Company
Street Department -,2007
Concrete li~rb and P,aving Project
Appropriation #nO "502.PO;, PO. #1886
Contract Not To Exceed $404;362'28
5. TIME AND PERFORMANCE:
This Agreement shall become eli,actlve as'of the last date on which a party hereto,executes;same, ("Effective
Date~'),and bQthpartles shaJrthereafterperform their obligatlonsherelmder ih aJimely manner. Time IS of
the, essence of this Agreement
6. DiScLOSURE AND WARNINGS:
If requested~y City, Vend_or shall promptly furnish 10 City; insueh form-and detail as City ,may direct, a lislo!
all'cnemicals;, materials",subslances aild items~sed in or'dLiringtpe provision of the,Goods and Services
provided hereunder, including the quantity; quality andconceniratlon thereof and .any otherinformatiQn
[elating ther~to, At the time of the delivery of the.Goodsand Servleesprdvlded hereunder, Vendor agrees io
f,urnishto City suffiCient written Wa,'rning'aodnotice (including appropriate!labels on:conlainersalid packing)
of any hazardous material utiliz~d II) orthaiis apart of,jheGoodsrand Services.
7. LIENS:
Vendor shall not cause or permitOthe filing of any lienon,any dfCity:sproperty.. In the,event any.such lien'is
filed and Vendor fails to remove such'lienwitllinten (10),daysafter ihe filingtherecif, by payment or bondihg,
City shall hal,'e'the right to:pay such lien orobtain such bond, aILafVendor's'sqle coslaildexpense.
8. DEfAULT:
Inthe.ev~nt Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreemeni, including Vendor's. warranties; (b) fails to provide,the Goods and SerVices as specified herein;
(c) fails to makeplOgt~ss so;as to endanger:limely and proper provision of Ihe.Goods and SerVices and does
not correct such failure or oreach within fiVe (5) business di'!cYs (or such shorter period of time as is
commercially reasonable undenhe crrcurnstances) after receipf,of notice from Cityspecifylng'such'failure or
breach; or (d) becomes insolvent, is'placedinto receivership, makes a general assignment'for the benefit of
creditors or dissolves, each'such eventcons!it!Jtinganevent oldefaulthereunder,.Cltyshall have'Ihe right to
(1) teimina;e,all or any parts of this Agreement, without iiability td.Vendor;,and (2) exer,ciseall other rights
and remedies available to City at lawand/ofln, equity,
9, INSURANCE:AND INDEMNIFICATION:
Vendor shall procLire and main)amin f,ulI foreeang effect, during the term of this Agreemep!' with an in~urer
licensed 10 do.bu,siness in the State of Indiana, such ihsuranceas.is nece~siJ.ryt9r the, protection of City and
Vendor from all claims 'for damagesunde] any workers' compensation, occupational disease and/or
uni;lrilployml3nt cOmpensation act; for bodily injuries including, b,ut not Iimiled to, personal inju~, sickness,
disease or death oforto\any of Vendor's agehts, officerq, employees; contractors and subcontractors; and,
for any injury 10 ordestrljctiOn qf property, including, but not limited io, any:loss of use requiting ihe[efrom.
The,.co,yerage af)1Du[1ts shall be no less than those amounts se~forth In. attached, Exhi,bit C: Vendor shall
cause'its insurers to name City asanad9itioQl)I inswed on all such insurance policies, shallpromptl(provide
City, uponJequest, with qopiesof ail suchpolieies, and shall provicle that such: insurance policies shall not be
canceled without thirty (30) clays',prior 'notice to City. Vi;lndor shan indemnify and holil'tiarmless CityJrom
andagainsl anyandoall jiabilities, claims; demands or expenses (including; but not Jimiti?d to, reasonable
attorney fees) iorinjury, death and/or damages to any persO[1 or property'arising from or in conneqtior'i:with
Vendor:s provision of G60dsanq S~rvices pursu~nt to or,under this Agreement orVendQr'suse of City
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B.\lnl PayjngCompany
street Department -'2007
Concrete Curb and Paving Project
Appropriatio;,#2201"'502.00;' p,'.o', #1886
Contract Not To 'Exceed $404,362'28
property. Vendor further agrees to indemnify"defena and hold'harmless City and its officers; offiCials, agents
and employees fr(jm all claims and suits of whatever type,lncluding, but riot limited to, all couri cosis,
.attOrl1eyfees, and other expenses, caused by any act or, omission 01 Vendor and/or; of any of Vendor'il
agents, officers) employees, c9,ntractors or subcontractors JQ the pertor[l1ance of this Agreement. These
ini!em~incatidh,obliga!jons:sh811 survive the termination of this Agreement. '
10 "GOVERNMENT COfylPL,IANCE:
Vendor agrees tocompiywithall federal, state and local laws, executive orders, rules, reguiations:andcodes
which may De applicable to Verid9r'.s"peiiorma~ce of its obligalionil un,cter this Agreement, and' all relevant
provisjo~s thereof are,incorporated herein byifiis,reference. Vendor agrees to indemnify' and hold harmless
City from any loss, damage andlbr'liabilily resulting fronraDY such,violation of, s~cHJaws, orders;, rules,
.regulation? and cQdes. This indemnification obligation shall survive the termination of this Agreemen1
11 , NONDISCRIMINATION:
Ye~dor 'represents and warrants thaf 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 Cilyprohibiting
dis~!iminatjon against anyeroployee, applicant for employment or other person in.the provision of any Goods
qQd Services provided by this Agreement with respect. to their hire, tenure, terms, conditions~nd privileges of
employment and anyottier matierrelated 19 t,heii e,mploy,menror subcontracting, because of race"religion;
c.ol.or,se~x,handicap, na~onal origin,ancestry, age, disabled veteran status ~aiidlor Vietnam er9' veteran
status,
12, NO IMPLIED WAIVER: , .
The failure .of either partyt.o r~q~ire performance by'the atherafany provisian of this Agreement shall not
aHect the,right of, such party to .require such performance at anytime thereafter, hor shall the waiver by any
party at a breach ah\~y, pr?vision onliiscAgreemenl cOMtitqte a w(liver of any succeeding breach of the
same or any o)iler;provisionO,ereof..
13. NON-ASSIGNMENT:
Ventlorsha,il not assign or pledge:thisAgreement"whetheras,collateralfora loan;or dtherwisijl, and shall not
delegate its obligationsunde~,!liisAgree'riierit wilh,OlHCityosprior written consent,
14. RELATIONSHIPOFPARTIES:
The rel~li6nship bf'the parties,hereto,shall be as provldedforin,this Agreement; an(r~eitherVend6r noril.ny
of its officers, employees,. contractors, subc6ntractbrs:aifd agents, are empiayeesol pty. The contract price
set forth herein. shall be the full'and maximumcompen,satioQand monies required of City to ',be paid to
Vendor;undElr or pursuanfto.this Agreement,
15. GOVERNING L;"W; LAWSUITs:
Tllis Agreement is to be construedin'ac,cordance with,and governed by the. laws 'of the State af Indiana,
except for .its conflict of lawsp[ovisions. ThElparties agree that, in the eventa lawsuit is filed hereunder, tiley
waive their right taa jury'trial, agree 10 file l'Iny such lawsuit iwan .appropriate court in Hgmilton County;
India~a only, and agreethalsuchcourtis,the appropriate venue for and hasjurisdiction over same.
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-
"
Hunt Paving Company
Sireet i5e~arime~t - 2007
o _."
Concrete Curb and Paving, f:roiect
Appropriatibn #2201-502'.60; 'p,0, #1886
Cantr.ctNat To Exceed,$404.362.28 .
16.
SEVERABiliTY:
If any term ofthis Agreement is invalid or unenforceable Urider a'i'ty statute, .rsgulation,ordina.nci!, executive
order orother rule 6f law,;such Jarm ~halibe deemed reformed or deleted, bu,! on]ytothe extent necessary to
comply with same,iandthe remaihing provisions of\his Agreement shall remain' In, full force and effect.
17,
NOTICE:
Any notice provided for in this Agreement'will be :sOHicie,nt if ,it is In writing ,and is delivered by postage
prepaid U,S, certified mail, return.rec~ip! requ,eSitea, to the party )0 be notified ~t the address specified
herein:
IitoCily:
City of Carmel
One CiVic Squar,!
Carmel, IndiaQa 46032
ATTN:
AND
DouglasG. ~Haney, City Attorney,
Departmenhif Law
OM Civic' Square
Carmel! Indiana46032
If to Vendor: Hunl'Paving Company
2450 S. Tibbs Ave,
P,O, Box 425.17
Indianapolis, Indiana 46242
Telephone:
E-Mail:
ATTENTION:
NO!withstan,cjing thea~oye, ,notice of termination under paragraph 18:hereinbelow shall be. effective if given
orally, as-long as written notice is thenprovided as seUorth hereinabovswithin five (5) business days from
thedate,of'such oral notice. . .
18. TERMINATION:
18,1Not~ilh.stabding anything to thecoptrary contained in'lhis Agreement, City may, upon notice to
Vendor, immediately terminate this AgreemenUor cause; :intheieve'1t of a default hereunder by
VE!npor aQd/or if sUfficient funds are not.,approprialed or encumbered to pay-for the,Goods and
Services,to be provided hereunder.. In theeveni ohuch tennination, Vendor shall ge entitled,to
receive only payniehtlorlh,e uQdisp.uted invoice ~mo,~nt representing conforming Goods and
Sarvices delivered as of the'date,ofterminatlon, except that suchp'ayment,amouritshall not exceed
the Estima:te amount in effect ,at fhe lime o/termination, unless the. partjeshavepreviously'agreed-in
writing to. a greater amount.
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4
Iiont Pav,ing Company
Street Departrilent- 2007
Concrete. Curb "and 'P~fVing'Pn?ject
Appropriation #2201~502.00; PO. #1886
Contract No\ To 'Exce~d$404;362,28
18:2 Either partyhereto.may terminate this Agreement'afany time upon .thirty (30) days prior notice to the
other party., In the event of such lerm\ration; Venq()rsnall.beentilled to r$ceiveonly paymenUor the
undisputed invoice amount of conforming: Goods and Services delivered as' of- the date of
termination, except thgt such payment amount shalrl10t exceed the,Estimate amount in effect at the
time oitermination, ,unlesslhe'parties have previously agreed in writing to a greater amount.
19. REPRESENTATIONS ANDWARRANTIES
. -,,' ',.- '. 'i! _.- '- .-
The partiesJepresent and warrant'tl1at 1l1ey are autl1orized'to enter into this.Agreemenl'and thaHhe persons
eX'ecutin.g this'Agreemenl have the authority to bind:the party which they represent.
20. ADDITIONAL GOODS AND SERVICES .
Ven.dor underslaQ~sand,agree!),that c;ity may, fromtiQletqti[ll!j, req~,est Vendor .to provide,additional goods
and services'to City. When City desires additionaL goods' and services from Ven,dor,me City,shall notify
Vendor of such' additional goods and services desirea"as ,well. as' the time frame'in'whlch same are to be
provided,~ Only after City.'l1asapproved Vendor's time and cos(eslimate iorthe pro~islon of such additi;mll
g06ds and services, has encumbered sOffiCient monies, t6 paylof' same, and has authorized Ye"ndof, in
writing,to prC\vide ~uQh additional goodsaQd servic~s,shall such goods ana services be provided by Vendor
to City: A copy onhe Citisauthorization documents forthe purctiaseofadditional goods and services sha.!1
be,numbered.and,atlached herelojnlheordef in wl)jcl)\hey are OlPprovedbyCity,
21. TERM
Unless otherwise terminated in accordance with the termination provisionssekforthin Paragraph 18
hereinabove,this Agreement' shall beoineffed from the Effective Date through Decemoer 31, 2007, and
shall, on the'fi[st clay of each Janu?rv there,after,.aQtpmati9ally'renewtoraperiod done (1) calendar year,
unless otherwise agreed 'by the'parties.hereto.
22 HEADINGS
AILheading and. sections oftnis Agreement are,-inserted for convenience only anej'do riotforma,part of tHis
Agreemenl nor limit,expai)d o(otherw.ise [liter the meaQirg ofaQyproviSion hereof
23. BINDINGEFFEOT
The parties, and 'their respective officers,ofticiais;agent~, partners, successors,. assigns and legal
representalives, are bound to the other withrespecllo all6t thecovenanls,lerms, warranties and obligations
set forth in Agieemef1I,
24. NO THIRD PARIY BENEFlqARIES. '..
This Agr,eemeot gives no rights or benefits to anyoneothedhan City and Vendor.
25. ADVICE'OF COUNSEL:.
The parties warrantlhatthey havereatJ thisAgreementa'nd understand it, h?,ve had the,opportunityto obtain
legal advice ancl,assl.sta:o~ce of'cQunsel'.\hroughoUl the negotiation oLtnis Agreement, and enterinio,same
freely,; voluntarily, and without-any duress, undue ihfluence or coercion,
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1-!lI11tPB~jng CompBny
Street DepBrtment- 2007
Concrete Curb andPaving'Project
AppropriBtion#220 1.502:00; P:O.,#1886
Contract NDt To Exceed $404,362.28
26. ENTIRE.AGREEMENT:
This Agreel)lent,together, with any exhibits attached hereto or referenced herein, constilutesthe entire
agreement between Vendor andCity,withrespecl to the subjeCt matterheteol, andsujJersedes,all prior oral
or written representati9Ds and agreem~nts regarding same. NolWiilistanding any otherterm or condition. set
forthherein"'but.subject to paragraph 16 hereof., 10 the,extentany term brcondition contained in any exhibit
al1ached !othi~Agreemehl. or in any document referenced h'erein conflicts with a,ny 'termor condition
contained in this Agreement, lhe, term or condilion contained in this Ag[eemenl shall ,govern and prevail.
This, Agreement may only be modified by written amendment execUlea by both parties herelp, or their
successorsjn i~tl?rest. .
IN WITNESS \IV,HEREOF, the parties hereto have made. and executed this Agreement as follows:
CITY OF CARMEL,INDIANA
by" and through its Bogrdqf PubliG
Works and Safety
Hunt Paving Company
24508, TibbsAve',P:Q.-Box 42517
Indianapolis, Indiana 42517
By:
Bb-. ~".If? Q)<J . / '. '. ,.____'
~
Authorized Signature
~a~JJ [) h!VIP(
Priilted Narpe
. GeM, iJ;Y.
Title
FIDiTlN: (p S )or'%-- 9' ?'.;j S-
MAnn urke, Member
Dale:' . 'q-~";"'07
~'.~~
LoriS Watson, Member
Date:
SSN if'SolePropiiE)tor:
Date: 54"? c2CJ 2007
/.
. ATTEST:
Diana.Cordray, lAM
Dale:
. ,DdraM.\1ri/insolJp
D~puly Clerk for
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6
EXHIBIT B
Invoice
Date:
Name. of Camp/PlY:
Address &'Zfp:
Telephone Nq,:
Fax No.:
Project Name:
InyoiceNo.
~tirchase Order No:
Goods Services.
Person Providing: Date ,Goods/Services Proviile!I' Oostper HOluly Total,
Good~/ServiC.es. Goo$ls/ (Describe eat: h goodfs e rvice', Item Rate!
,. ~
Service . separatel~'and in.detail) . Hours
Pl'oyided Worked
GRAND TOTA~
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker.'s Compensation &Dislibility
'statutory Limits
Employer's 'tiabili ty
Bodily Injury byAccidentfDisease:
BoclilYJiljill'ybi ~ceioeIitlDis.ease
BOdily Injury byAccideht/Disease:
$1 QO,OOO.each employee
,$250,000 each accidenf
S500,,000..policy Jimit
Property. damage, COI}tras;tiialliability;
pro'ducts-compleH:d operations:
General Aggregate l,iinit (other than
ProdilCtSjGdinpl.eted Operafiohs):
Products/Completed Dperatl'ons:
:S500;.0.00
5500,000
Personal & Aoveitising lnjiJ'r)T
iolicy Linin:
Each Occurrence Limi!:,
Fire D,ai1}age(arjy one fire):
Medical ExpenseiLimit (anyone person)::
$5.00,000
$250000
. --., .,.- --
$250,006
$ 50,060
Comprehensive Auto Liahilit.f(owneo,]lired'and non~ownedj
.Bodily'Single'Limit:.
h1j1!ry aJ1d prbpertydaniage:
Pollcy..\,irriit:,
.~500igQO'ea:cli accident
$500;000 'each accident
$500,000
Umbtelhi Excess LiabilitY"
Each occurrertce:and:aggregate:
Maximum deouctil\)e:,
$500,QOO
$10,000