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Gridlock Traffic Systems, Inc./StreetCm4,rae4 i?- o9.05. o r. O l Gridlock Traffic Systems, Inc. Street Department - 2008 Pavement Markings Appropriation #43-503.00; P.O. 418722 Contract Not To Exceed $117,40126 APPROVED, AS TO FORM 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 Gridlock Traffic System's an entity duly authorized to do business in the State 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 number 43-503.00 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 One Hundred Seventeen Thousand Fo6r Hundred Ninety One Dollars and Twenty Six Cents ($117,491.26) (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. 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 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 Thermo Plastics/Paint Program" received by the City of Carmel Board of Public Works and Safety on or about July 16, 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. [Z+£0 11.ypuummLLUlolovmal5mimlSiREEP31gA`GRIOLOCA T HIC SYSTEMS Gi &.w .dI.A tIm. 2;N PMT Gridlock 'Traffic Systems, Inc. Street Department - 2008 Pavement Markings Appropriation #43-503.00;. P.O. f1 8722 Contract Not To Exceed $117,491.26 5. TIME-ANO 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: ti It requested by City, Vendor shall promptly furnish to. City, in such,foim and'detail.as:City may direct„a list of all chemicals, materials, substances and items used in or during the provis€on of the Goods. and Services provided hereunder, including the quantify, 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 permitlhe filing of any. lien on any:of Cily's'property. In the event anysuch lien..is filed; and`Vendor fails to remove such.lien;within ten (10) days after the filing thereof,, by payment-or bonding, Cityshall.have the nght.topay such lien,or obtain such bond' all 'at Vendor's sole cost and expanse. 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,endahger timely and proper pfovisionbf.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 Cilgspecifying 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 event constituting an.event of default,hereunder, City shall have'the right to (1) terminate all or any parts of this Agreeme-mi,without, liability to'Vendar;'and (2) exercise all other rights and remedies available to City atlaw and/or inequity. 9. INSURANCEAND INDEMNIFICATION: Vendor shall pfocure-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'riot lirnited'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 additional1risured on all:such insurance' policies; shall promptly provide City; upon request, with copies of allsuch.policies, and shall provide thats6ch insurance policies shall not be canceled withoutthirty (30) days priornotice to City.`Vendorshall indemnify and hold harmless City from and ,against:any.and,all liabilities, claims; demands orexpenses (including, but not,limited;to, reascnable.attorney fees) for injury, death and/or damages to_anyperson or property arising from or in connection with vendor's provisiomof Goods and. Services, pursuant to or under this Agreementfor Vendor'suse of City property. [LI[buc:Nlr o...immsswnF 5?niol5wicnLRREFI'.EWA'G[UbI.QLi:T.YiFFlC 51'S7GI5 Ymli.?$Q„1[E_1?vx_£!S']?.hA 2f#PMf? Gridlock Traffic Systems, Inc. Street Department - 2008 Pavement Markings Appropriation #43-503.00; P.O.#18722 Contract Not To Exceed $117,491.26 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, 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 shall survive the termination of this Agreement. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and 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, regulations and codes. This indemnification 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 shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or 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 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 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 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, 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; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for 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. WE BMMl pxumm,.W?lmimN Suvuc?tiRBEtV WAlGR1OLCCK TMMC WSMI\ G &Surma Ya-1:(2 S:M P.111 Gridlock Traffic Systems, Inc. Street Department- 2008 Pavement Markings Appropriation #43-503.00; P.O. #18722 Contract Not To Exceed $117,491.26 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: David Huffman AND If to Vendor: Notwithstanding the above, notice of termination under paragraph 18 hereihbelow 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. Douglas C. Haney, City Attorney, Department of Law One Civic Square Carmel, Indiana 46032 Gridlock Traffic Systems, Inc. 6400 Massachusetts Avenue Indianapolis, Indiana 46226 Telephone: 317-541-2727 ATTENTION: IZTB %My lMUmmu fmmm ]mica'STREEI IMFGRFDLf KTK RC STSTE.6 Cv SSuvica.Jrc:N/bflp84-0 PM1" G idlockTraffic,Systems, inc. S traer,Department - 2008 Pavement.Markings. Appropriation #43-503.00; P.O..#18722 Contract Not To Exceed "s1 17:A9,1.26 18.2 City may terminate this Agreementat ahytime 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 atthe time:of termination, unless-the parties have;previously agreed in writing to a greater amount. 19. REPRESENTATIONS AND'WARRANTIES The parties represent and warrant_thafthey 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. ADDIVO*L 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' . Vendori 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; haskencumbered sufficient monies to pay for same, and has authorized Vendor,.in writing,,,to provide such additional goods and services,.shalfsuch goods and'services,be provided by Vendor to City. A ,copy of the City's authorizatieri documents for the purchase of: additional,goods and services.9hall be numbered and attached hereto itrthe order in which they ane,approved by City. 21. TERM Unless otherwise terminated in accordance with the :termination provisions" set forth in Paragraph 18 hereinabove; this Agreement shail, be, in effect from the Effective Date through December, 31,, 2008, and shall, on the-first dayof each January thereafter,:;automatcally 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 irserted,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:covenants, terms, warranties and obligations set forth In Agreement. 24. NO THIRD PARTY BEtJEFICIARIES 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'counseI Throughout the negotiation of this Agreement,, and enter into same freely, voluntarily, and without any duress, undue:influence or.coercion. p?,F 8ni.liv]tin mmiARn(nvlnnilSwiv'a:15'SREbII)JIDH?GWDLLCK. TWFFIC S...F fivtls&Smi-J,i:by^_OIIK 2:IH FMq Gridlock Traffic Systems, Inc. Street Department - 2008 Pavement Markings Appropriation 943-503.00; P.O. #18722 Contract Not To Exceed $117,491.26 26. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same, Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By: Brainard GRIDLOCK TRAFFIC SYSTEMS, INC. By: n (,lam '&4 'I Authorized Signature 41y'&-ep-.S- , mer cy Printed Name Title / / FIDITIN: 3S' .2 d q6 ?3 C" SSN if Sole Proprietor: Date: b /a -71 0f tav:P tN a,.u?muwor®nw su.;aMSrnEEnEmx4WDL Ar MC SME,16G S sn.ao um.-Ag!Wx 2:. enq PART 2 BR )PROPOSAL 2.1 Proiect Bid. The undersigned Bidder proposes to fiunish all necessary labor, machinery, tools, apparatus, materials, equipment, service and other necessary supplies, and to perform and fulfill all obligations incident thereto in strict accordance with and within the time(s) provided by the terms and conditions of the Contract Documents for the above described project, including any and all addenda thereto, for the total sum of vaS 6 00 dab 140,4 pus tC?N fioc?sA?? ?u?z zy ???E7Y Dollars ($ I1 4q I d26 ). The Bidder acknowledges that evaluation of the lowest Bid shall be based on such price. The Bidder further understands that all work which may result on the Contract shall be compensated for on a lump sum basis and that the OWNER cannot and does not guarantee the amount or quantity of any item of work to be performed or furnished under the Agreement. ( 91 ??EXHI?IT ? 3 2068 PAVEMENT MARKINGS QUANTITY ESTLNA TE DE CFJV ION QXJkLNTITY UNIT' PRICE' AMOUNT' 4" Douhlc Yellow Solid 67,7171.F. o ?z [ gq, pb 4"' White Solid 4" Solid Yw,and 47 Skip Y61 13,855 L.F.' 6 6Z.1? 4" Skip White 4" Skip Yellow 13,356 L .F: O6 901-:36 24" Stop Bars Turn Arrow's "ONLY's". .12" Crosshatch 6" Crosswalk 4" Dash Lines Pedestrian Crossing '24"Crosswalk 12'x 12".White Sans 4,.Cros8hatch Straight Arrows 6" Crosshatch Bike path straight arrow Dike. path symbol 27 27 ?'?? (Q"jSd TOTAL AMOUNT ? e!1 . 003: ez. aF HIBI N ' - 94 2008. PAVEMENT MARIUNGS THERMOPLASTIC QUANTITY ESTIMATE DESCRIPTION QUANTrrI UNIT PRICE AMOUNT 4" Double Yellow Salid 501468'. 60 ® 7SOND 4" White Solid, ]27;107' ®3 - tf f Q+1?) 4"'Solid Yellow and 4" Skip llow Ye 11;432' 4" Skip White '9,501' 40, D 4" Skip Yellow 3;65,1' 1O 6!?Iq 24" Stop Bars L(196-3-1 Straight Arrows 44 r, if,DD vo.6xO Tum Arrows 73 b. r .OD 4 C9 3, ov "Only's" 69 12".white Crosswalk 92' , y0 Z3a.x c 6" white :Crosswalk 3;267' I,:OQ 310.00 4"white'crosshatolt 566' I Gad y -, ,yJ 12" white crosshatch 12" yellow crosshatch. 1614' Z 50 410,0v 8" yellow crosshateh 318' , SO 411.00 12" white sharks teeth Bike Path Symbols 27 j p .00 116 , 00 Bike Path Straight Arrows. 27 .pa 'Z70'ov Parking (T) 400' 1, U 00 24" white.crosshatch 8" white crosswalk 64: . 3ZZ q.4 J Combination arrows J. Z ??z 3 I 7s-0.Q0 ToT?r, Amta>r1raT ? ? O l i ?? ?'? . z Y 461 Y:IBIT _4. 2008 THERMOPLASTIC / PAINT TOTALS TOTAL THERMOPLASTIC PAINT TOTAL (COMBINER) THIS IS.TO BE THE FIRST PAGE OF EXTI E BID.