CC&T Construction Co./Streets-CC & T: Construction Company,, Inc.
???
,
.Street Department -2008
Project:' 2008.ConCretc Replacement APPROV W q ? TO
Appropriation 443-502,00, P:O.1187100 T? ? V
Contrac4Not'To Exceed ,$330.123'AO
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.Carmei, Indiana, acting by and'through.its board of Public:Works'and'Safety ("City), and CC
& T Construction an entity duly authorized to do'business,in the State of Indiana ("Vendor').
TERMS AND`C6NDJTIONS`
1 ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges 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 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. PRfCE AND PAYMENT TERMS:
311 'Vendor estimates t_-hat he total price, for the Goods and Services to be provided to City hereunder
shall be no more than 'Three Hundred. Thirty Thousand One Hundred Twenty Three Dollars
($330,123.00) (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 exlentauch-Goods and Services are hot-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
12 Vendor.agrees'not to provide any Goods and Services to Citythat would cause the total cost of the
Goods and Services provided by Vend orto City hereunder to exceed the. Estimate, unless City has
,previously agreed, in writing, to pay an amountinexcess thereof.
WARRANTY:
Vendor expressly warrants th-at the.Good,s and Services,cov_ered 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 "200B.Concrete Replacement PrograV,received by`the City of Carmel
Board of Public;Works "and Safety on or about June 9,.2008; all of which documents are,! ncorpo rated herein
by reference, and Ihat;the Goods: and Services,will be delivered iri 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 seleeted by`Vendor based
upon City's stated use and are fit and suffcientfor their particular purpose:
?z u: emuei?e?.auwor?,o? s?,.d?uaanrswooe. c so.,? -x...? eia-oi ea:anin_roa i:e? ?
.,,CC & T. Construction Company, Inc.
Street Department -2008
Project: 2008 Concrete Replacement
Appropriation#43-502.00;-P.0:4187100
Contract Not To Exceed $330,12100
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a partyhereto executes same ("Effective
Date"),, and both parties shall thereafter perform theirbtiligalions 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;1he provision of-the Goods and.Services
.provided hereunder, including the quantity, quality and,concenfration.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,anysuch lien is
filed and Vendor falls 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 solexgst and expense.
DEFAULT:
In the event Vendor (a) repudiates, 'bleaches or defaults under any of the terms or conditions of this
Agreement including Vendor's warranties (b) fails to provide the Goods4nd' Services as specified herein;
(c) fails to make progress so as to endanger timely and.properprovision:of the Geods 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 assignment forthe 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 part's,of this Agreement; without` liability to Vendor; and (2) exercise-all other-rights
and remedies' available to City at law andi& in equity.
9. INSURANCE-AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during !he term of toi.s 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,--anyloss of use resulting therefrom.
The coverage amounts shall°be no'less than those amounts„set forth in,attached Exhibit C. Vendorshail
cause its insurers to.name City as An,additional insured on all sucn)nsurance policies, `shall'promptlyprovide
City; upon request„with copies of all such policies, and shall provide that such insurance policies snallnot be
canceled'.4thout thirty (30) days prior notice to,City. Vendor shall indemnify and nold'harmless.City from-and
against any and. all liabilities„ claims,,demands or expenses (including,, but not (imited'to, reasonable attorney
fees) for injury ; death andlor-damages to any`persoh or property arising from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendors use of Cityproperty,
?z+e emuny aovrnmi?erew s?:;enronn?sw?s,c urv,?,.ary i.?scr.ti cnmooe_?si PMi :2
"CC.&'T Construction,Company, Inc:,
StreerDepartment 2008
Project: 2008 ConcreteReplacernent
Appropriation #43,502'00;,P.0_487100
Contracl 1N01 To.6xceed $330123:00
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, butnot limited to, all co trt•costs; attorney
.fees, and other expenses, caused by any act or omission of Vendor and/or of, any of Vendor's agents,
officers, employees, contractors or subcontractdrs in the performance of this Agreement. These
.indemnification.obligations shall survive`the termination"ofthis Agreement.
10. GOVERNMENT COMPLIANCE;
Vendoragrees,to comply,with.,all federal,,state and.local laws, executive ordersi rules, regulations and codes
which may be:applicable•to Vendbr,s perf6mnance of its obligations under this. Agreement, and all relevant
provisions thereof are incorporated herein by'ihis°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 termination of this Agreement.
11 NONDISCRIMINATIW
Vendor represents and warrants that it, and all of its; offl'cers, 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 far employment or other persdWin the provision of any, Goods
and Services provided by this Agreementwith,respectto their hire, tenure,, terms; conditions and privileges of
employment and any other matter related to'theiremplpyment 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 faiture of either party to require performance by the other of any provision:of.triis Agreement shall not
affect:the.nghtof•such party to require such performance atany•time thereafter, nor shall the waiver by.any
party of a breach of any, provision of this Agreement corlstitute,a waiver of, any succeeding breach of the
same or any other provision hereof.
13. NOWASSIGNMENT:
Vendor shall not assign or-pledge-this Agreement, whether as collateral for a loan or.otherwise; and shall not
delegate its obligations under this Agreementwitnout;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 LAkLAWSUITS:
This Agreement is to be-construed in accordance:with and' governed by,the laws of•the State of Indiana,
except forits. conflict of laws provisions. The parties,agree thal,in`the eventa lawsuit.is fled hereunder, they
waive their nghttto a jury trial, agree to file any such lawsuit in an.appropriate court in Hamilton County,
Indiana only, and agree hat such.court`is the appropriate-venue for and.has'jurisdiction over same.
zta 9u Ntr psue¢`Adeam,el Senxc•FQRUSCmoa. s Smius; M84trn? drt rtrzSnoG8,:53 RM111 3
CC & T Construction Company, Inc.
Street Department -2008
Project: 2008 Concrete Rerrlacernent
Appropriation." 3-502.00 'P.Q. #;87100
Contract NbtTo'Exceed $330,123,00
16. SEVERABILITY:
If any term bf this Agreement is invalid or unenforceatite under any.statute, regulation; ordinance; executive
order or other rule of law,, such term, shall be'deemed reformed or,deleted, but only to the exterit,necessary 16
comply with _same, and the?remaining-provisions of this Agreement snap remain in-fulf force and'effecL
17. NOTICE:
Any notice' provided for in this Agreement will be sufficient if it is in writing and is delivered by•.posta9e
prepaid U.S: certified mail, return receipt requested; to 'the party' to. be notified at the address specified
herein:
If. to City: City of Carmel
One Civic Square
Carmel; Indiana 46032
AT..TN`. David Huffman
AND
DouglasC:, Haney, City Attorney;
Department of Law
One, Civic Square
Carmel,. Indiana 46032
If to Vendor: CC:& T Construction Company, Inc.
,5051 Prospect Street
Indianapolis; Indiana 46203
Telephoner 317-356=6385
ATTENTION: Tony Page
Notwithstanding the above, notice of'termination.under paragraph 18 hereinbelow.shall be effective if given
orally, as long as written' notice is then proWded as`set:forth hereinabove within'five (5) business days from
the date of such oral notice.
18. TERMINATION:
18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate, this Agreement for-cause; in the event of a, default hereunder by
Vendor andlorif sufficient funds are not appropriated or encumbered to pay for the Goods and
Services. to be provided hereunder. In the event, of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming -Goods and
Services delivered as ofthe date of`terminstion, except that.such payment amount shall.not exceed
the Estimate amount in effect at the1me+of'termination, unless the parties have previously agreed in
writing:to a greater amount:
jz,F 6aff?M?PenenrnttlP,efw'ewl SUrtenV4RMStG?s?frmm-Rev eA6A]Ett:b$]/$CO@IISS PM1I? 4.
'CC & T Construction Company; Inc:
Street Department - 2008
Project,2008 Concrete Replacement
Appropriation 943-502.00;,P.0: 9187100
Contract Not To Exceed $330;123.00
182 City may terminate this Agreement'at any time upon thirty (30) days pncir notice to Vendor- In the
event of such termination, Vendor shat( 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?shali not exceed the Estimate amount in effect at the time of termination,
uniess,lhe,parti'es 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 Ag eement have.the abthority to bihd'the party which they represent..
20. ADDITIONAL GOODS AND SERVICES
Vendor understands: and`agrees that City may, f rom`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
Vendo(cf..such additional goodsxand 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',,provi_sign of such additional
goods sand' 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'seryices 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 ofrtnisAgfeement 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. 91NDING EFFECT
The. parties; and their respective, officers, officials, agents, partners, -successors, assigns and legal
representatives, are.bound;to4he other with respect,to all ofyhe covenants, terms, warranties aridobligations
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. pagies'warrant'that they have read this Agreement.and understand it have had the opportunity to obtain
legal advice and assistance'of -counselthroughput the negotiation of this: Agreement; acid entef_ into;same
freely, voluntarily,.and without any duress, undue' influence or coercion..
IZ?E BassW Y ?tiamullProfmlen.l5irvim4DtUA5?fineG k R+?-u ? F[? aaR.m.dx, 6Rl/1008 ]:1) PMI
'CC & T Construction Company, Inc.
Street Department - 2008
Project: 2008 Concrete Replacement
Appropriation #43-502.00;'P.O. #187100
Contract Not To Exceed $330,123.00
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 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 CC& T CONSTRUCTION- COMPANY, INC.
by and through its Board of Public
Works and Safety
By: Y l)
2
Ja s Brainard, Presiding Officer zed Signature
te• - - O
Printed Name
Mary n Burke, McJnber
Date: l /? \ r I Cr `C L.
,?? J n. QJ" ?l.
/ f Title
Lori £
Date:
4TTFCT-
FID/TIN:
SSN if Sole Proprietor:
Date..
IZ ?E OauVAY UonmuvfrwemmJ Se.icCFDPAfSfueN R Swim-M' ?asmaavnnow ??s) PNI