Harco Asphalt Paving, Inc./EngrHA'RCO-ASP'FIAL7.PAVING, INC
fingtneerinQ•Depanment -12008
08-02: 136' Street
Appropriation 42004 Road Bond' P_ 0. *918341
Contract Not To Fxcecd $95,104 81
j??YadA Q?,. p y 0? 03
APPROVED
Fo?t Bv:
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
Harco Asphalt Paving, Inc., an entity daily authorized to do business in'the.State of Jndiana'("Vendodl
T'ERMS'AND',CONDITIONS
ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that°it has read'and understands this Agreement, and' agrees that itstexecution of
same constitutes its acceptance of all ofthe Agreement's termsiand conditions.,
2: PERFORMANCE:
City agrees to'purchase the goods-and/or services (the-"Goods-and Services") from Vendor using City
budget appropriation number 2004 Road Bond funds. Vendor,agrees to provide.the.Goods and Services and
to otherwise perform the requirements of this Agreement.byapplying at all times the highest technical. and
.industry standards.
3. PRICE AND PAYMENT TERMS:
3.:1 Vendor estimates that the total price:for'* Goods and Services to be provided to City hereunder'
shall be no more tk an`Ninety Five Thousand One Hundred FourThousarrd Dollars Eight-One Cents
P5,104.81) 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 withiinsuch time period. City shall pay
Vendor for.such Goods•andServices within sixty (60) days after the date of City's receiptof Vendor's
invoice detailing same, so long'as and io the extent such Goods and Services are notdisputed,'are.
in accordance with the specifications set'forth in Exhibit A, are submitted on an invoice that contains
the information contained:on attached Exhlbitl and Vendor has otherwise performed-and satisfied
all the terms and conditions of this Agreement.
3.2 Vendor.agrees not`to provide any Goods;andiServioes to .City.that would'causethe total cost of the
Goods and Services provided._byVendor to City hereunder`to exceed=the:Estimatte, unless City has
previously,agreed„in'writing to pay an amount in excess thereof.
4. WARRANTY..
Vendorexpressly°warrants:that he Goods and`Services covered by this Agreement will conform to those
certain specifications, descriptions andice 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,Cityof Carmel Engineering
Department Bid Proposal Package for #08 02-.136th Street Path" received bythe City of Carmel Board of
Public Works. and Safely on or?about May 21; 2008, all of, which documents are incorporated herein by
referenoe,tand,thatthe, Gocdsand Services will be delivered in atimely,,good and workmanlike manner and
free drorrrAefect'. Vendor'acknowledges that'it knows of City's intended use and expressly warrants that`thre
Goods and Services provided to City pursuant to this Agreementhave'been selected by Vendor based upon
City's stated ,use and are.fit•and sufficient for their particular purpose.
?Z'?E aau:+lY?+?nrnu AOR:4rmsl5nrksHlRtls GeeE;RSmics-Rev8dti.0].6a;:512]lippg ld:lB FMj
HARCO ASPHALT PAVING, 1NC.
Engineering Department- 2008
08-02: 136' Street
Appropriation #2004 Road Bond_P.O. #18341
Contract Not To Exceed 595,104.81
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 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.
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 assignmentfor 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
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 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 property.
[LI B MYo mtehorm-I5ajcm Fo0.N GL BS ica.R 6-0 b S2112M 12' 18 PSI]
FIARCO ASPHACTPAVINTG, INC.
Engineerin.gbcpartment - 2008
08-02:13b Street
Appropriation #2004 Road Bond P.0.#11041
Contract NotTo,&rce'j 905164.SI
Vendor further agrees, to indemnify; defend and` hod 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, paused. by any act or omission: of Vendor and/or of any of Vendorts agents,
officers, employees, contractors or subcontractors 'in .1 he performance of this Agreement. These
ind'emnificatiori,obligations-shall sUrvive the-termination of,tli s Agreement
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply Ah all federal;,sfate and focal laws, executive,orders; rules, regulations and codes:
which may be applicable'to Vendors performance=of its obligations under this Agrkment,,and all relevant
provisionsthereof 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. TNsJrdemh;fication obligation`shall survive the termination of this;Agreement,
'11.. NONDISCRIMINATION:
Vendor represents and warrants that it' and all. of its officers, employees; agents; contractors and
subcontractors shalt comply with all'laws of the United States, the State of Indiana and City prohibiting
discriminatiomagalnsteny employee, applicant for employment or other-person in'the provision of any Goods
and Servicesprovided by this Agreement with respect to their hire,=tenure, terms, conditions and privileges of
employment and any other matter related''toftheir 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 fa'llure..of either party to require performance by the other oP any provision of`this Agreement shall not
affect-the right of,such party'to'reguire;such performance.at anytime thereafter, nor shall the waive'r'by any
party of a..breach of.any provision of this AgreemenVdonstitute a wdiver of,ariy succeeding breach of the
same or'any other provision hereof.
13. NOWASSIGNMENT:
Vendor shall not:assign or pledge this; Agreement, whether as collateral fora 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 officersi employees; contractors, subcontractors and agent&are.empioyees of.City. The contract price-
set forth herein shall be..the full and maximum.ccmpensation:and monies fequired,of Cityto be paid to
Vendor under or pursuant to this..Agreement.
GOVERNING LAW;,LAWSUITS:
Thi&Agreement is tobe construed in accordance with and governed by the laws of the State of Indiana;
except:for its conilici of iavJs provisions. The parties agree that, inthe'event a.lawsuit is fled hereunder, they
waive,their right to a jury°trial,,;agree to fife any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and.agree tliatsuch courtis the appfopiriate venue for and teas jurisdiction over same.
fZE ?sswtYM ,s AORUiooa3mim""F9MI5?()wMi85rnce.0.ev804e]n ]?i?i1.161'.Nt e3
HARCO ASPHALT PAVING, fNC.
Engmeerin Department - 2008
08-02:'136 Street
Appropriation #2004 Road Bond P.O. #18341
Contract Not To Exceed $95,104.81
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:
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: Harco Asphalt Paving, Inc.
1650 Harco Way
Indianapolis, Indiana 46217
Telephone: 317-791-6700
E-Mail: pharding@harcocompanies.com
ATTENTION: Paul Harding
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 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 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.
(VE& Wy Dommmu'A fR "Smj< FORMS? k Sm -An'BNO]dx:Ll>l2sY 1::18 PM) 4
HARCO ASPHALT PAVING, INC.
Engineering Department- 2008
08-02: 136` Street
Appropriation #2004 Road Bond P.O. #18341
Contract Not To Exceed $95,104.81
18.2 City may terminate this Agreement at any time upon thirty (30) days prior. notice to Vendor. 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, 2008, 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 only 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, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the dovenants, 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
freely, voluntarily, and without any duress, undue influence or coercion.
RVE6 Afy ®mMPrOEssimJ Smi M` MS'Gw 6Smi,R-R 8-0 7L .31]]RO]51}; 18 PMI 5
HARCO ASPHALT PAVING, INC.
Engineerict? Department - 2008
08-02:1364 Street
Appropriation #2004 Road Bond P.O. #18341
Contract Not To Exceed $95,104.81
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 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 condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any tens 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
By:
Presiding Officer
Date: '
Lori
Date:
HARCO ASPHALT PAVING, INC.
SSN it Sole Proprietor:
Date:
a?rwrm?.wa..e scv?ouarm?e,,.:o. r. ws?rmxa n.u rr? 6
FID/TIN: S=i3y?z87
EXHIBIT B
Invoice
Name of Company:
Date:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing
Goods/Services Date
Goods/
Service
Provided Goods/Services Provided
(Describe each good/service
separately and in detail) Cost Per
Item Hourly
Rate/
flours
Worked Total
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Employer's Liability:
Bodily Injury by Accident/Diseme:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
Personal & Advertising Injury
Statutory Limits
$100,000 each employee
$250,000 each accident
$500,000 policy limit
$500,000
$500,000
Policy Limit: $500,000
Each Occurrence Limit: $250,000
Fire Damage (any one fire): $250,000
Medical Expense Limit (an), one person): $ 50,000
Comprehensive :Auto Liability (oNvned, hired and non-owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500.000 each accident
$500,000 each accident
$500,000
$500,000
$ 10,000
PART 2
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 perform and
fulfill all obligations incident thereto in strict accordance with and within the time(s)
provided by the terms and conditions of the Contract Documents for the above described
Work and Project, including any and all addenda thereto, for the Unit Prices applicable to
the Contract Items as stated in Part 3 hereof, which Unit Prices, when multiplied by
estimated unit quantities for such Contract Items, total. Ninety-Five Thousand
One Hundred & Four and 81/100 Dollars ($95,104.81 ). The
Bidder acknowledges that evaluation of the lowest Bid shall be based 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 performed or furnished under the Contract.
EXHIBIT "
BID-3
PART 3
CONTRACT ITEMS AND UNIT PRICES
[This Part to be used only for Bidding on
Unit Price Contracts for the Contract Items shown]
Itemind Proposal
136th Street Path Project
Item # Item Quantity Unit Unit Cost Total Cast
1 Mobilization / Demobilization I LS $3,000.00 $3,000.00
2 Maintenanw of Traffic 1 LS $3,000.00 $3,000.00
3 ClmnyC Right of Way 1 LS $6,500.00 $6,500.00
4 linear Grading 950 LFr $3.68 $3,496.00
5 Imear Ditch Grading 393 LFT $11.45 $4,499.85
6 Inlet; Type A 1 EA $800.00 $800.00
7 Manhole, Type L I EA $5,300.00 $5,300.00
8 12" RCP 294 LFL $23.77 $6,750.68
9 12" Concrete Pipe End Section 4 EA $2,100.00 $8,400.00
10 12" Concrete Pipe End Section, Remove and
Reset
2
EA
$500.00
$1,000.00
11 57",x 38" Elliptical GAP 22 IFT $184.10 $4,050.20
12 B-Borrow for Structure Backfin 115 CYS $65.21 $7,499.15
13 RiP Rap, Revetrna>t, Nb)Cnnun 18 in 25 SYS $40.00 $1,000.00
14 HMA Surface for Path 71 TON $98.60 $7,000.60
15 HMA Intffnediate for Path 156 TON $70.51 $10,999.56
16 PCCP for Driveways -6'- 29 SYS $86.20 $2,499.80
17 Compacted Agg. No. 53, Base 247 TON $2429 $5,999.63
18 4" Concrete Sidmalk 32 SYS $50.00 $1,600.00
19 Curb and Gutter, Concrete 100 LFT $30.00 $3,000.00
20 Sidew&Curb Rarrp 19 SYS $105.26 $1,999.94
21 NUched See&ng 1100 SYS $1.55 $1,705.00
22 Erosion Control Blanket 1015 SYS $2.96 $3,004.40
23 Erosion Control Measures 1 LS $2,000.00 $2,000.00
Total Itemized Proposal $95,104.81
9f
IlL
"EXHIBIT
BID-4