Rhino Trucking & Excavating, Inc/Engrf
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Rhino Trucking B Excavating, Inc:
Engineering Department.-.200 8 APPRoBuilding'Demolition Rangeliue/136' Street FORM ??U'
Appropriation #2006 Road Bond P.O. #18325 ?'Y
Contract-Not To Exceed:$47.580.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OFGOODS AND SERVICES ("Agreement"}fs hereby entered into by
and between the,City of Carmel, Indiana, acting byzand throughk its Board of Public Works and Safety ("City"), and
Rhino Trucking &,Excavating, Inc. an e_ ntily duly authorized to do business 'in.the State of.lndiana ("Vendor").
TERMSAD.CONDITIONS
ACKNOWLEDGMENT„ACCEPTANCE:
Vendor nccknowledges thaP: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 serdices (the '"Goods and Services") from Vendor using City
budget appropriation number 200G Road Bond funds. Vendor agrees'to provide,the Goods"and Services and.
to otherwise perform the requirements•oftnis,Agreement by applying at 'all times the,highest technical and
industry standards.
3. PRICEAND PAYMENT TERMS:
3.1 'Vendor estlmates:that the total price for the Goods and Services to be provided to City hereunder
shall be nc more than Forty Seven Thousand Five. Hundred Eighty Dollars ($47;580.00) (the
''Estimate"), Vendor shall submit an invoice to City no more than once every thirty (30) daysadetailing
the Goods and Services provided to City within 'such time period City s_fiall pay Vendor for such
Goods and Services within sixly,(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,noLdisputed, are in accordance
with the specifications set forth in Exhibit A; are submitted on;an invoice,that contains the information
contained on aEtachedExt ib'it 6, and Vendor has otherwise, performed and satisfied all the. terms
and conditions of this Agreement.
3.2 Vehdor'agrees not to,provide„any Goods and Services to City that'would cause the total cost of.the
Good's and Services provided by Vendor to City hereunder to exceed the.Estimate, unless, City has
previously agreed, in writing,ao pay an amount in excess,thereof.
4. WARRANTY"
Vendor expressly warrants that the Goods and Services covered by1his,Agreement`wilt conform to those
certain'specificalions, descriptions and/or quotations regarding same as were provided to Vendor by City
and/or by Vendor'to and accepted by City, 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 pursuantto'this.,Agreement have been selected by Vendor based upomCity's
stated,use and are fit and sufficient for their particular purpose.
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Rhino Trucking&;Excavating..lnc.
Engineering, Department - 2008
Building Demolition-Rangeline/136?'Street
Appropriation 92006 Road Bond;:P,:O. 918325'
Contract Not To ExceedS47,580-00
6. 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 hereunderin a:.timdly 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 detb as City'may direct, a list of
all chemicals, materiak substance's and items used in or--dining the provision.of the Goods and Services
provided hereunder, ;including the quantity; quality and concentration thereof and any other information
relating thereto. Atthe. iine.of the delivery of the Goodsand,Ser4ires provided: hereunder, Vendor agrees to
furnish 'toCity sufficient written warning and notice (in6uding appropriate labels on containers and packing)
Of any-hazardous material utilized in:orthat is a part of the Goods and Services.
7. LIENS;
'Vendor shall not.cause or permit the,filing•of any lien on any of Cify's property: in the event.any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the4ling;thereof, by payment of bonding,
City shall have.the,righl3o pay such lien or obtain such bond; all of Vendor's sole-cost. and. expense.
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_specifled herein'.
(c) fails4o.make progress so as to endarger.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 ofAime 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 assignmentforlhe benefit of
creditors or dissolves, each'such event constituting an eventof default Hereunder, City shall have the right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2).exerci'se all other rights
and remedies available'Ao Cityat law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect durng the term of this Agreement; with an insurer
.licensed'to.do business.in the State:of.lndiana, such-insurance,as is,necessary for the•protection cf City and
Vendor :from all claims for damages under any workers' competisation, occupational disease and/or
unemploymerit.comPensation:act ,for, tiodily;injuries mciud ng,,.buT.not limited to, personal injury, sickness,
disease or death of or to any of Vendor's agents,- officers, employees, contractors and subcontractors:-and,.
foranyinjury to.or destruction of.property,,Including, but not limited;to,,any lass 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.additionai 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,0611-not be
canceled without thirty (30) days-prior notice to City. Vendor stiall,indemnify'and hold harmless City from and
against,any,and all tiabillties= claims; demands of expenses (ihcluding, but not limited to, reasonable attorney
fees) for injury, death and/or damages to,any person orproperty ansingfrom or in connection with Vendor's
provision of Goods and Services pursuant to or under'this Agreement or Vendor's use of City property.
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Rhino Trucking & Excavating, Inc.
Engineering,Department- 2068
Building Demolition -Rangeline/i 36" Street
Appropriation 42006 oad Bond,' P.O. #18325
Contract Not To Exceed:$47,580.00
Vendor further agrees to indemnify, defend and hold harmless City°and its officers, officials, agents and
employees from all claims-:and suits of whate"ver type, including, but'not limited to, all court' costs, attorney
fees, and other expenses; caused by any act or omission of Vendor andlor of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termiriation;of this Agreement.
14. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules; regulations-acid 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,
reguiations,andcades: This indemnification obligation shall survive thetermination 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. orother'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, becauseAf race, religion,
color; sex, handicap, national origin, ancestry, age; disabled veteran status andlor Vietnam era veteran
status.
12. NO IMPLIED.WAIVER;
The failure of either party to require.performance by the other of anyprovision,of this Agreement: shall not
affect the right of such party to require such performance of 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, whetheras'collateral fora loan,orotherwise„ and,shall not
deiegate 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'inthis Agree' ilent, arid neither Vendor nor any
of its officers, employees, contractors, subcontractors^and agents-are employees of City. The contract pace
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 construed1n accordance with and governed by-the laws of the,State of Indiana,
except for its conflict of laws;provisons. The parties agree that; in'the event a lawsuit is filed hereunder, they
waive their right.to a jury:trial, agree lo,fle, any such lawsuit.in ar appropriate' court in Hamilton County,
Indiana only, and agree,lhat such court is the appropriate venue,for and has jurisdiction over same.
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Rhino Trucking & Excavating, Inc.
Engineering -Department - 2008
Building Demolition -Rangeline/l36`h.Street
Appropriation 92006 Road Bond; P.O. #18325.
Comfrict,Nm To Exceed: $47,5 9 0,00
16. SEVERABILITY.
If any term, of #his 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 rernaining;provisions of,this Agreement shall remain fn full force and effect:
17, NOTICE:
Any notice provided for in this Agreement will be sufficierit 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 add[ess specified
herein.
if, to City: City of,Carmel
one Civic.Square
Carmel,.Indiana 46032
ATTN: Mike McBride
AND
Douglas C Haney; City,Attorney,
Department of Law
one Civic°Square
Carmel, Indiana 46032
If to Vendor: Rhino Tr-ticking '& Excavating
Address: 2816 S. Central Way
Anderson, Indiana 46011
Telephone.- 765-208-1731
E-Mail: jasonbynum@insightbb.com
ATTENTION: Jason Bynum
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 hereinabove with in,fve' (5) business days from
the;date of such oral notice.
18. TERMINATION'.
18A Notwithstanding anything to the contrary contained in this Agreement; City may, upon notice to
Vendor, immediately terminate this. Agreement -forcause; in the event of a default hereunder'by
Vendof 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 Estmate,amourit in effect at the time of termination, unless'the panes have previously agreed in
writing to.a greate. amount.
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Rhino Trucking '& Excavating, Inc.
Engineering Department-2008
Building Demolition -Rangeline/l361h Street.
Appropriation "#2006.RoadBond; P.O. #18325
Contract,Not To Exceed;S47;580.00
18.2 City may term ihate this, Agreement at•any time upon thirty (30) days prior notice to Vendor. In the
event cf such termination, Vender shalt be-:entitle"d 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 nbtexceed'the Estimate amount in effect.at.the,time of termination,
unleSS the pai-ties have previously agreed in writing to a. greater amount,'
19. REPRESENTATIONS AND WARRANTIES`
The parties represent and warrant that;theyare authorized to enter into this Agreement'and'thatrthe persons
executing this Agreement have °the-authority to bind,the partywnich::they represent.
20. ADDITIONAL GOODS AND SERVICES
Vendoruhderstands and agrees that City niay,.frofri 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 goads and services desired, as well as the time frame`in which same are to be
provided.. Only after'City has approvedVendor'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.prowde such additional, goods and services; shall such goods and services;be provided,by Vendor
to City. A copy of-the.City's authorization documents4or.the purchase.of additional, goods and services shall
be numbered and attached'hereto:in the order in whibri.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, 2008, and
shall, on,the frst,day of each January thereafter, autornatically renew fora 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 only and do no0orm a part of this
Agreementnot.limit, ezpand'cr otherwise' alter the meaning of any provision hereof..
23. BINDING EFFECT
The. parties and their, respective officers,, officials, agents; partners, successors, assigns and _legai
representatives, are bound to the other with- respect td;ail 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 otl erthan City and'Vendor.
25. ADVICE OF COUNSEL:
The parties warrant thatthey'have readthis 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,,jndue?influence or coercion.
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Apr 22 06 7034a Rebeoca
Rhino Trucking & Excavating; Inc.
Engineering Departnn tot =2009
Building Demolition -P?angelinel36" Street
Appt`opriatior 0006 Road Band; P.O. N18325
Contiact Not To Ezceed:S,17,580.00
765-643.3870 p.1
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 tne..subjectmatferhereof 'and supersedes all p6or.orai
or written represeniatlons and agreements regarding.same. Notwithstanding any otherterni orrwndhon'sel
forth' herein,'butsut>?ect to paragraph 16 ,hereof; to_the extent ahi Perm or conditlomcontained in any, exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condftion
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by #01ten amendment executed by both parties hereto; or their
successors.in interest.
IN WITNESS WHEREOF, the partiesatereto.have made and executed this Agreement as follows.
CITY OF CARMEL, INDIANA
by and through its Board of. Public
VVOrka and'Sarety
ATTEST:
D Ccrdray, IAMC; Clerk-Treasurer
fate: 14- z !!?- C-l
RHINO TRUCKING& EXCAVATING
FID1TIN: a't0'- rC?/0 ? J
SSN if 5oie'13roprietor.
Date; E0eIL_ ,g,2 0 4?DOy
6
d &J ftp ER
Title
'Mar 14 08 03:18p Rebecca.
765-643-3870 p.1
Item D"crijnwri Quanlnt Ur i€ E t it Price Tcuai Pnee
1 Buildin_.Parcel S1\. Remw%u 1.ll C` ' ?t-.-m -%, )r ?uc8
Btiildim? I'trcel>\'\i', Rernoic 1„(i L5 ffSD-Ice, $'m
Pa\"them Reniov ZO 144U S} ti
?4 \ILIICh to 5r.din' ftie 'l 3.611a
Total (; UOIe.= L '
Note: \Iso,included ,,the txKiN. ol;thc ccltnrietrd'-'':ls6esicn Report` Im each }tared°ih08-Norlb
Rangditte,l2'oa0 and 770 North Rwit-clutr Ryadi, which sicnes,thal NO aslxstos found in
6111ci ofthehuilditi-s'to he demolished, 1?1e2ise.Ca11C li€is.l+lamnuincf at t Ilacd CnIlsullil-11-1 I'll
1.317 iSL}5-2iF il'Yuu %Opld G) r,a hard-cops of the ciitirr Repi?:b. ittrludin<* the liVC SecUillu of
the _aplxndi?.
® r
Tatase?crtoac,? ? ?ara.?. 1cme
2816 South Central Way
Anderson, Indiana 46011
Ph-9 765-6434936
Pax.# 76S-643-3870
rhinoUur-k@iusightbb.com
Jason Bynum
765-20&1731
jasonirynum@insightbb.com C. 1
?j `? Il 99