HARCO Asphalt Paving/Engr
14ARCO Asphalt Paving Inc:
Fnginecrino'Department 2008
08,04, Cannel Drive I Adams Street Path Project
Appropriation #; 203-4462200 P .O: #719134
Contract Not To Exceed $97,895 09
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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 an
entity duly authorized to do business in the Slate of Indiana ("Vendor").
TERMS AND CONDITIONS
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 pumber 2034462200 funds. Vendor,agrees.to,provide the Goods and Services and to 11 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 Ninety Seven Thousand Eight Hundred Ninety, Five.Dollars.and'Nine Cents
($97,895..09)'(the "Estimate"). Vendor shall subinTan ihvoice-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 asand 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-termsand conditions of this Agreement.
3.2 Vendor agrees not to provide,any Goods and Services°to City that would cause'the iofal 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'amoun-in ezcess.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,prowded to Vendor by City
andlor'by Vendor to:and accepted by City pursuant to or as part of"that certain City of Carmel Engineering
DepartmentBid Proposal: Package for''Harco Asphalt Paving, Inc." received by the City`of Carmel Board' of
Public Works and Safety on or about July 22, 2008, all of which documents are incorporated herein by
reference, and that the Goods and Servi'ces•wlll be-delivered in 'a timely, good and workmanlike manner!and'
free from defect. Vendor acknewledges;that it knows of•City s intended usetand expressly Warrants that the
Goods and Services provided to &ty pursuant to this. AgreemenVhave.been selected by Vendor based upon
City's stated use and are fit and sufficient fortheir.particular purpose.
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HARCD Asphalt Paving, Inc.
Engiheenrig'Departnient - 2008
08-04, Carmel Drive! Adams 5trmtPath Project
Appropriation 4:203 4462200 P.0. #19,134
Contract Not To Exceed $97;895.09
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 hemunder in a timely manner. Time. is of
the essence,of this,Agreement.
DISCLOSURE AND WARNINGS
Ifrequested 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 ifemsr,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 thedelivery of the-Goods and.Services,provided hereunder,,Vendor agrees to
furnlshato City sufficient written warning and notice (including appropriate. labels on containers. and' packing)
of any hazardous material utilized in or that.isea,part of;the Goods and Services.
7. LIENS:
Vendor shalt 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 (1D) days after`the?filing thereof; by payment or bonding,
Clty shall have the rightto paysuch. liemor obtain such bond, all at.Vendcr's sole,costand 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,hereini
(c) fails to make progress, so as to endanger timelyand{proper provision,cf_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 receiptof'notice: from City.specifying such failure or
breach; or(d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit'of
creditors or dissolves, each such evenfconstltuting,an event of°default •hereunder City shall have`the,right to
(1) terminate ail or any parts ofthis Agreement, without liability to Vendor; and (2) exercise all other rights
and re riedies-availableto Cityat'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', forbodily•injuries,including, but not limited to, personal injury, sickness,
disease or death.of..or to any of Vendor's agents, officers, employees,:conlractcrs 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. amountsiset:forth`in,altached Exhibit C: Vendor, shall
cause its'insurersto name Gity as an ado itienal`insured on all such insurance policies, shalt prompt lyprovide'
City, upon' request, with copies of all such policies, and,shall provide that such insurancepolictes shall-not be
canceled.without,thirty (30) days; prior notice`to City. Vendor,shall indemnify and hold harmless City-from and
againstany;and all liabilities, claims, demands orexpenses (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 o?r under this Agreement or:Vendor's use of City property.
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FIASCO Asphalt Paving„Inc..
Engineering Department - 2008
08-04; Carmel Dnve / Adams Street Path Frojecc
Appropriation t!; 203-4462200 P:0. #19,134
Contract Not To Exeeed:S9„7;895:09
Vendor further agrees to indemnify, defend and hold "harmless City and its officers, officials; agents and
employees,from alt 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 and/or of any,of Vendor's agents,
officers; employees; contractors- or subcontractors in the performance of this Agreement. These
indemnification obligations shallsurvive-tlie termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor;agrees to comply with'all federal, stale and local laws; executive;orders, rules,,regutations and codes
Which may be applicable to Vendors' performance of its obligations underthis?Agree'ment, and all-relevant
provisions thereof are incorporated herein,by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, darriage. andlor liability resulting from any such violation, of such laws, ordeis, rules,
regulations and codes This indemnification obligation shall survive the.terminatioh 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
disc*matiorragainst any employee, applicant for'emplgymentor other 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 orsubcontracting, because of 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, any provision of this Agreement shall not
affect the right of such party-to require.such performance at any time, thereafter, nor shall the waiver by any
party of P. breach of any provision of this. Agreement constitute a"waiver of anysucceeding 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 etherwise,•and shat! 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.forlh herein shall be the full and maximum compensation and.mohies required of City to be paid to
Vendor underor-pursuant,to this Agreement:
15. GOVERNING LAW; LAWSUITS:
This Agreenierlt is to be-construed in accordance with and.gmmed 15y the laws ofthe State of Indiana,
except far its conflict of laws provisions. The parties agree that,,in'the event a lawsuit is filed hereunder, 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 for and has jurisdiction over, same..
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HARCO Asphalt Paving, Inc;
Engineering Department- 2008
08-04,,Carmel Drive / Adams Street Path, Project„
Appropriation #: 20314462200 P.O. #14134
Contract Not To Exceed;$97$95.09
16. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute; regulation, ordinance; executive
order or other rufe,of law, such term shall be deemed,reformed or•0eleted,. but only to the extent necessary to
comply with same, and the remaining provisions of this Agreementshall remain in'full forceand effect..
17. NOTICE:
Any notice provided for in this ,Agreement will be sufficient if it-is in'writing and is delivered by'postage
prepald 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 4,6032
ATTN: Mike McBride
AND
Douglas C: Haney, City Attorney,
Department of Law
One. Civic Squar`e_
Carmel, Indiana 46032
If to Vendor: Harco Asphalt Paving, Inc.
1650 Harco Way
Indianapolis„Indiana 46217
Telephone: 317-786-8480
&Mail: ssweares@harcocompany.com
ATTENTION: Matthew Harding, Vice President
Notwithstanding the above, notice.of termination under paragraph 18 here inbetow.shalI be?effective if given
orally, as long as written notice is then provided as set. forth. herei n above 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 Ihisl 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
SeNices 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 fhe.date of termination; except that such payment amount shall not exceed
the. Estimate amountjn effect at the time;of lerminatien;,unless the parties have previously-agreed in
writing to a greater amount,
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AARCO.Asphalt Paving„ Inc.
Engineering Department - 2001808-04, Cannel Drivel Adams Street Path. Project
Appropriation 4; 203-4462200 P.0,_419.334
Contract Not To Fxceed $9,, ,W95.09
18:2. City may terminate this.Agreement at anytime 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, oftermination, except
that such payment amount shall not exceed the Estimate amount in effect at the,time of termination,
unless the parties have previously agreed'inwriting 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:goads
and services to.,City. When,City desires, additional.goods and services from Vendor, the City shall notlfy
Vendorof such additional goods and services desired, as well as1he time frame in which ;same are to be
provided. Only after., City has approved. Vendor's time and ,cosf estimate for:.the provision of such additional
goods and services, has 'encumbered sufficient -rnonie's'to pay for same, and has authorized Vendor, in
writing, to provide .suck -add ilional 'goods and services, shallsuch goods and services be:provided by Vendor
to City. A copy of the City's authorization documents?forthe purchase=of additional goods and services shall
be numbered and aitached,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 Datie1hrough 'December 31, 2008, and
- shall, on the first-day of each January thereafter, automatically renew for a.period of one (t) calendar year,
unless. otherwise agreed by the parties,hereto.
22. HEADINGS
All. heading and sections of't-his 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, iagenls, -partners, successors, assigns and legal
representatives, are,bound to the"other with respect V 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 otherthan City and Vendor
25. ADVICE OF COUNSEL:
The parties warrant that theyhave read this?Agreement and understan 'it, haye:had'the opportunity to obtain
legal advice-and assistance of counsel throughoutahe negotiation' of this Agreement, and enterinto same
freely, voluntarily,.and without any duress, und`ue'influence orcoercion.
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HAACO Asptran Paving, Inc.
Engineering Depwunent-2008
08.04, CUm d Drive I Adams Street Path Project
,Apgmpristiou.0; 203-4462200 P.O. #] 9134
Contract Not To Exceed 597,895.09
2& ENTIRE AGREEMENT;,
This Agreement, together with any`exhitjffs attachad herelc
agreement between Vendor and City with respect Wit subier
or written represeniationsand agreamei
forth herein, but,subject to parch 1(
attached to-ttBs Agreement or in any
col find Otis Agreement, the term
This Agnwmeid may only be modified
successors fn.fnlerest.,
document re*mnoed herein oon
r condition contafried in th Agn
by written ilmendmenl, axacuted
p.1
herein, constitutes: the entire
and srspersedes;aA prior oral
any, other term orcondi iim set
ditlgn contained in any exhibit
s,witb any ternm'or condition
?erit'sttall `govam and prevail.
both parties hereto, or their
IN WITNESS WHEREOF, be parties hansto have made aW imicutad ihls Agmenwtas follows.
CITY OR CARMEL, INDIANA
by and through Its Board of Pubic
Worts and Safety
HARCO ASPHALT PAVING. INC.
By i
V -
Authorized Signature
Prviled me
Title
FtOffIN:. i13;ee?0?r7
SsN if me Ptnprietor:
Date: 7 - 4
R?Hm t51J6e?MMAY ia?fitmfBaq?PM1tl ?Waien0 }?M/?lip,®yr,p}?®P.N A1Q.
By:
James rainard, Presiding"Officer
PART"2
BID PROPOSAL
2.1 Base Bid
The undersigned Bidder pioposes_ to furnish all . necessary labor, machinery, toois,
apparatus, materials, equipment, service and other necessary, supplies, andto 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 theretoJor 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-Seven Thousand
Eight Hundred Ninety-Five &9/1(M11ars ($ ?. The
Bidder acknowledges that evaluation of the lowest.Bid shall be based on su&price and
further acknowledges -that the unit quantities .Iisted inTart 1 of this Proposal are estimates
solely-for the purpose-of Bid;evaluation and, Contiact award, and-are not to be construed
as exactor 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
BNGINEEI2 cannot;and do not guarantee the amount or quantity of'any item of Work to
be performed or furnished under. the Contract.
( 99
i6EXHIIT
BID-3
Itemized Proposal
Carmel Drive / Adams Street Path Project
Item # Item Quantity Unit Unit Cost Total Cost
1 Mobilization / Demobilization 1 LS $2,659.50 $2,659.50
2 Maintenance of Traffic 1 LS $1,773.00 $1,773.00
3 Clearing Right of W I LS $11,642.70 $11,642.70
4 Linear Grading for Path 1980 LFT $3.37 $6,672.60
5 3" Diameter Tree, Relocate 1 EA $236.40 $236.40
6 Structure, Sanitary Manhole, Reconstruct 1 LS $2,364.00 $2,364.00
7 HMA Surface for Path 180 TON $104.67 $18,840.60
8 HMA Intermediate for Path 297 TON $84.86 $25,203.42
9 Compacted A . No. 53, Base 605 TON $22.03 $13,328.15
10 4" Concrete Sidewalk 6 SYS $141.84 $851.04
11 Concrete Curb Ramp, Type G 49 SYS $246.05 $12,056.45
12 -- ITEM DELETED - :EK
13 Erosion Control Measures 1 LS $1,140.63 $1,140.63
14 Mulched Seeding 2620 SYS $0.43 $1,126.60
'Dotal Itemized Proposal $979895,079 1
vL ?
"EXHIBIT "