Rieth-Riley C onstruction/Streets> ieth-
Kpi t<Riley Construction Coxqsaep41nc.
Street Department - 2008
2008 Paving Program
Appropriation 72201-502.00: 211; 202; 43-502.00;
Contract Not To Exceed S3j 90.8921.40
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APPROVED. S
APPROVED
P.O.#1757;1885;18707;1.8708;18709 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
Rietht Riley Construction Cow, Inc. an entity duly authorized to do business in the State of Indiana ("Vendor").
TERMS AND CONDITIONS
ACKNOWLEDGMENT ACCEPTANCE:
Vendor acknowledges that if 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(s) 2201-502.00, 211, 202, 43-502.00 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 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 Three Million One Hundred Ninety Thousand Eight Hundred Ninety Two
Dollars and Forty Cents ($3,190,892.40) (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.
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 "2008 Paving Program" received by the City of Carmel Board of Public
Works and Safety on or about May 21, 2008, 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 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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ffiziigRiley Construction Co ,'Inc..
Street bepartmept. - 2008
200& Paving- Prograin .,
Appropriation #2201-502.00; 21`1. 202; 43-502.00;. P.O. 41757;-18 85; i 8707A 8708) 8704
Contract Not To,Exceed'$3;t40,842.a0
5. TIME AND PERFORMANCE:
This Agreement.shall become effective as of the lastdate.on which a, party hereto executes same (°Eflective
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 on 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 (inclu'd'ing appropriate labels on containers and packing)
of any hazardous material utili2ed in or that Ka part of the Goods and Services.
LIENS:.
Vendor shall not cause-or permit-the filing of any lien oniany'of City's'property. In the;event any such lien'is
filed and Vendorfails to remove such lien within'ten (JO)days after the firing thereof, by payment orbonding,
City shall have the right to pay such lien or obtain such bond,:all atVendor'ssole cost and-&pense.
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_noticeofromeCity 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 e6enfconstiluti'ng, an event of default _nereunder,.City. shall have the,right to
[1} terminate all or'any, parts of this Agreement without liability to Vendor, and (2) ezercise4l other rights
and remedlesavailable to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION':,
Vendor shall procure and maintain in full fpioe.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 hot limited to, personal injury, sickness',
disease or death of'orto any of Vendor`s-.agents, officers; employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but`not limited to, anylcss'of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its irisurers to name City as an•additional 'insured on all such insurance policies, shali prom`tlyprovide
City, upon request, with copies of'ali such polidies,,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
againstany and all.liablllties, 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 pursuarit to or under this Agreement cr Vendor'seuse of City property.
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Rieth-
tliley'Construction Cotes Inc.
Street Department - 2008
2008 Paving Program,
Appropriation42201-562.00;211;202;43-502:00: P;041757;;1'88 ;18707;18708;18769
Contract Not To Fxcccd S3, 190,892.40
Vendor further agrees to indemnify, defend and hold' harmless City and its officers; officiais; 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 andlor of, any of Vendor's agents,
officers; employees, contractors or subcontractors in, the performance of This .Agreement. these
indemnification obligations shall survive the termination ofthis,Agreement.
10. GOVERNMENT COMPLIANCE;
Vendor agrees,to.comply with all federal, slate and local laws,: executive orders, rules, regulations and codes
which maybe 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.fiability resulting from any such violation of such laws,, orders, rules,
regulations and codes This indemnification obligation shall survivethe termination 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'agaiinst any employee, applicant for employment `orother person:in,the provision of'any Goods
and Services Providetl bY,this•Agreem6rt with respect to their hire.,. tenure, terms, conditions-and,lchvileges of
employment and any other matter related to their employment orsubcontracting, because of race,.refigion,
color; sex; handicap, national origin, ancestry, age, disabled veteran status andlor Vietnam era veteran
status..
12. NO fMPI.iED 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 tiine'thereafter, nor shalt the waiver by any
party of a,breach of any provision of this Agreement constitute a waiver of any°succeec ing 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; 'LA"MuITS:
This Agreement is<.to be. construed in accordance with ah_d,governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The.parfies,agree that, in the event a lawsuit Is fileftereund6r, they
waive their right to a 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 forand has jurisdiction over same.
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Bnb Riley, Construction Cot timangc Inc.
Sweet. Department - 2008
2D08 Paving Program
Appropriation 4220],502.00; 211q 202:.43-502.00; P.0.#1757; 1885;18707;18708;18709
Contract Not To £xceed$3,19b,'892.40,
16. SEVERABILITY:
If any'term of this Agreement is invalid or unenforceable under any statute, regulation„ ordinance,: executive
order or,other"rule of law, sudh-terrh shall tie:deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreemenfshall remain ih'full force and effect.
17. NOTICE;
Any notice provided for in this Agreement will /sufficient if, 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.Barmel,
One Civic Square.
Carmel, Indiana 46032
ATTN.: David Huffman
AND
Douglas,C. Haney, City Attolirney;
Departmentof Law
One Civic Square
Carmel; Indiana 46032
Rieth-
If to Vendor'. ffiM Riley'Conslruclion Cow; Inc_.
Address: 17514 Mlnnesota Street
P.O. Box 276
Indianapolis, Indiana 46206
Telephone: 317-63176423•.
ATTENTION. Paul J, Tate„Regional V.P. Central Indiana
Notwithstanding the above, notice of termination under paragraph 18.hereinbelow shall be 'effective if given
orally, as long as written notice isAlren.,provided as set forth hereinabove within five l5) 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.,Agreementfor 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, terminations, 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 thal,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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'Riley_Construction CoNquaWN Inc.
Street Department-'2008
2008 Paving Program
Appropriation 42201, 502.00;-21 1_,'20,2; 43-502.00; P,.0- 91757; 1885;18707;18708;18709
ContractNot To-Ezceed $3,390.892.41]
18.2 City may, terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event o'lI termination, Vendor shall be entitled to. receive only payment for the undisputed
invoice °amourit,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 w,riting;to;agreater amount.
19. REPRESENTATIONS AND;WARRANTIES
The parties represent and 'warrant that they are authorized to enter, inld-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. Drily after'City has approved VendoYsaime?and cost estimate for theproyision of'such,additional
goods and services; has encumbered' sufficient monies to pay'forsame, and has authorized Vendor, in
writing, to provide such,additional goods and services, shalbsuch goods and services,be pio&ded 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 initherorder in which they are,approved'by City,
21. TERM
Unless otherwise' terminated in accordance with the termination provisions set forth in Paragraph 18
hereinaboye, 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 ofany provision hereof.
23. BINDING EFFECT
The. parties, and their respective officers, officials, ;agents, partners; successors, assigns and legal
representatives, are bound to the.ofherwith.respect,to all 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'arid Vendor:,
25. ADVICE OF COUNSEL
The parlies.warrant that they have. read this Agreement and understand it; have had the opportunity to obtain
legal advice and assistance of`consel',tlfroughouhthe negotiation of this Agreement,, and enter'into same
freely, voluntarily,.and without any duress,.undue1rifluence or coercion:
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9*kRiley Construction Cotuqmm*, Inc.
Street Department- 2008
2008 Paving Program
Appropriation 42201-502.00;211;202;43-502.00; P.O.9 1757:1885;18707;18768;18709
Contract Not To Exceed S3,190,892.40
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 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 and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By:
J es Brainard, Presiding/ Officer
?,
Date: - 7 --_/
Paul J. Tate
Printed Name
Date:
Lori S
Date:
- I L
RIETH-
tE9 RILEY CONSTRUCTION CO., INC.
In d Si re
SSN if Sole Proprietor:
Date: June 20, 2008
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6.
Regional Vice President, Central Indiana
Title
FIDITIN: 35-0918397