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a'• ,alumet Civil Contractors, Inc.. /iFfeg�
Engineering,Department-2008
Appropriation #CRC-$287;210r31;206-4462300-$107;834i25;2200 4462300'$100,000.00:206 6 76,1
P.O. #19144 TO
Contract Nol To Exceed$574,420.63 FORM BY t it
AGREEMENTFOR`PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement",) is hereby, into by
and between the City of Carmel, Indiana, acting by andthrough•its Board of Public Works and Safety ("City"), and
• Calumet Civil Contractors, Inc., an entity'duly authorizedjo,do business in the State of Indiana ("Vendor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT;;ACCEPTANCE:.
Vendor acknowledges that it. has read and understands this Agreement, and agrees that its execution of
same constitutes-itsacceptance 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 CRC,.206-4462300,•2200-4,462300, 206R4462838'funds. Vendor agrees to
provide the Goods and,Services and to otherwiseEperform the.requirements.of this Agreement by applying at
alf 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 Five Hundred,Seventy"FourThousand'Four Hundred Twenty Dollars and Sixty
Three Cents ($574,420.6'3 ) (the rtstimatel. 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'net disputed, are in accordance with the specifications set forth in Exhibit A; are
submitted on an invotce.that contains the information contained on attached Exhibit'B, and Vendor
has otherwise performed•and;satisfied all the terms`and[conditions of this Agreements
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 C fy,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`certein City-of.Carmel Engineering
Department Bid Proposal Package for"#08.06, 1t Avenue SW Drainage and Street Improvements" received
by the City of Carmel Boardaf.Publiic Works and Safety on oraboutAugust:20,.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 arett and sufficient for their particular purpose.
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Calumet Civil Contractors, Inc.
Engineering Department -2008
Appropriation#CRC-$287,210.31. 206-4462300-5107,834.25; 2200-4462300-$100,000.00; 206-R4462838-179,376.07;
P.O.#19144
Contract Not To Exceed$574.420.63
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.
7. 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 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 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.
IZE 13.0.1y DocommuTrultamonsl Suvk,IENGINEERLN'G']WPSALN.WT IST AVE SN'CnN I.Sync milac&212 P 56 PM,
Calumet Civil Contractors, Inc.
Engineering Department-2008
Appropriation 4CRC-$287,210.31,206-4462300-$107,834:25; 2200-4462300-$100;000.00; 206-R4462838-$79,376.07;
P.O.#19144
Contract Not To Exceed$574,420.63
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.
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• Calumet Civil Contractors, Inc.
Engineering Department-2008
Appropriation#CRC-$287,210.31,206-4462300-$107,834.25; 2200-4462300-$100,000.00; 206-R4462838-$79,376.07;
P.O.#19144
Contract Not To Exceed$574,420.63
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 Calumet Civil Contractors, Inc.
4898 Fieldstone Drive
Whitestown, Indiana 46075
Telephone: 317-769-1921
E-Mail:kgreen@calumet
ATTENTION: Kevin S. Green, President
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.
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' • Calumet Civil Contractors, Inc.
Engineering Department-2008
Appropriation#CRC-$287;21031,.206-4462300-$107,834.25; 2200-4462300-$100,000.00;206-R4462838-$79.376.07;
P.O. #19144
Contract Not To Exceed$574,420.63
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 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 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.
VIE NmWy DuonnteMPrntessional Swun,E%GINEERINGIOO,'CA EMMET I STAVE.SWG,-0s S Sonm.Ja:S/767200S 3s6 PM,
00/27/2009 WED '9'03 FAX 317 .571 1a39 CITYOv CARREL 0008/011
Calumet Civil Cantractors„Inc.
Engineering Department -2008
Appropriation#CRC-$287,210.31,206-4462300-$107 634125„2200-4462300-$100000-00;206-R4462838-$79,376117;
'P.0-#19144 Contract Not Not To Exceed S574,420.63
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 alt 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
successor's ih interest!
IN WITNESS.WHEREOF, the'parties,hereto have made and executed this Agreement as follows: •
CITY OF CARMEL„INDIANA CALUMET CIVIL CONTRACTORS, INC.
brand through its Board of Public
Works and Safety
•
By: By: e07410000e
es Brainard residing Officer ized Signature
ate:
KevinS. Green
Printed Name'
Mary An urke,. ember.
Date:- r President
Title
Lori'S..Watso emb r FID/TIN: 3 5=1 1517 7 1
Date: ..3
SSN.if Sole Proprietor.
ATTE .
Date: • AuRast 27•, 2008
/ IC—
lane Cordray, C, erk- urer
Date:
•
•
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itemized Proposal
1st Avenue SW Drainage and Street Improvements
ItemA lean Quantity Unit Unit Cost' Total Cost
1 Mobilisation and Denrobilimtion 1.00 IS. S 8,484.99 S' 8,484.99
2 Clearing Rigbt.of--Way .1.00 .LS. S 25,007,46- 5' 25,007.46
3 Bormatiun,Common 1178.36 CYS. $ .24:43 $ 26,787.33
4 Erosion Control Measures 1.00 LS $ .4.571-22 $ 4,57122
5 Structure Bick68 847.99 CYS $ 40.75. S 34,355.59
6 Compacted Aggregate,Ina 53;Base 598.00 TON $ 14.92 $ 8,922.16
7 _Compacted Aggregate,No.2;Base 60910 TON S 14.87_ S 9,058.80
8 MCA,Surface,S.5mm. 180.60 TON S 115.27 S 20,817.76
9 RMA,Intermediate,19:0mm. 359.00 TON $ 8E76 $ 29,351.84
10 Geogrid 2175.60 SYS $ 4.98, 1 10,834.49
1 I Mode Curb Ramp;Type A.: 14.80 SYS' $ '100:00 $ 1;480.00
12 Modified Curb Ramp,Type G _ 7_70 SYS $ 100.00 $ . 770.00
13 Monolithic Curb and Sidewalk 379.00 SYS, S' 49.00 .$ 18,571.00
• 14 Straight Concrete Curb. 190,00 LFT S 25.00 $ 4,750.00
15 Combined Curb and Gutter Type B 491.00 LFt $ 14.75 ;S 7,242.25
I6 Combined Depressed Curb end Glitter 499.00 LFT S 16.00 $ 7,924.00
17 Integral Concrete Curb(Barrier) 80.00 ..LET 'S 15.00 $ 1,200.00
18 PCCP for Approaches;6 in; 306.50 SYS' 5• 39.00 S 11,953.50
Pipe,Type 4,Circular, 6 in.Doubt Wall, •
19 - 444.00 LF S 8:41 $ 3,734.04
Smooth Interior
-
20 Pipe,Reinforced Concrete,l 2,in. 340.00 LR S 34.76 S. 11,818.40
21' Core Existing Manhole 1.00 EA $ 989.60. 5 989.60
22 Geotexttles foUnderdrain 305.82 SYS S• 2.40 '$ 733,97
23 Aggregak for Underdrain - 39.96 CYS 5 36.39 5 • 1,454.14 •
24 Madined Manhole,C-10. 5.00 BA S 2,576.13 S' 12,880.65
25 Manhole,C-4 1.00 'EA f 1,875.54 S 1,875.54
�c
27 Inlet,M-10 '1.00 EA S 1,604.79 S' 1,604.79
28 Pipe Catch Basin,18 in. 1.00 EA. $ 793.74 $ 793.74
29 Road Closure Sign Assembly 2.00 EA $ -225.00. $ 450.00
30 Detour Route Marker Asstmbly '12.00 EA $ '105.00� $' 1A60.00
31 Construction Sign,A 2.00 EA. $ .175.00 $ 350.00
32 Construction Srrpt,B' '2.00 EA 'S 65.00 5 130.00
33 Maintaining Traffic 1.00 LS S 1,442.98 $ 1,442..98
34 Barricade,M-B 96.00 -LFT: S 19.00 $ 1,824.00
35 Decorative Traffic Sign ' 2.00 EA. $ 1,120.00 S 2,240.00
.36 DecorativiSueet Sign 2.00 EA $ 1,870.00 S 3,740.00
37 Line,Thermoplastic,Solid,White,4 ia: 569.25 LET-.$ 4.00. ' 4 2,277.00
38 Transverse/411A108-m&iuopshc;Stap Bar.24 32.00 Ler S 20.00 $ 640.00
39 Decorative Crosswalk 32.00 SYS. $ 253.41 .5 '8,109.12
40 Sentry Manhole,Reconstruct: 2.00 EA S 1251.17 $ '2,502.34
41 -Sanitary Manhole,Adjust Casting to Grade _ 1,00 EA S 638.22 .$ 638.22
42 Light Standard;Foundation 8.00 EA $ 1,110.00 ?B 8,1180.00
43 Light Standard,Pole,Fixture rind Base, 806 E.4' $ 7,400.0059,200.00
Decorative S,
44 Wire,No.4,Copper,-In 2'Steel Conduit,4 1/C 551.00 LFT $ 14.70. S 8,099.70
45 Conduit,Steel;Galvanized,2' 551.00 -LFT $ 18.40 $ 10.138:40
46 Conduit,PVC;4' - .52.00 LFT' S 29.00 $ 1,508.00
47 12'x 6''x 7 Electric Manhole Vault 5.00 .EA. $ 10,749.57 5. 53,747.85
48. Duke Micro Eleatic Duct Bank 1344.00 LFT $ 65.92 $. 88,596.48
49 Mulched Seeding:Type U 593.00 SYS S 1.05 ' S _ 622.65
50 Water Valve,Adjust to Grade 5.00 EA S' 1,016 25. 5- 5,081:25
5] Hydrant,Relocate 1.00 EA $ 2,51777- $ 2,887.77
52 Sanitary Latptil:PVC,Papery,(Replax 100.00 I]"f $ '21.37 S 2,137.00
(Undistributed)
53 Aqua Swirl Model AS-2 _ 1.00 BA $ 12,60416 $ 12,604.76
54 Diversion Structure. 1.00 .EA $ 2,459.91 S 2,459.91
.55 Concrete Club Turnout. 4.00 EA^ $ 200.00 S 800.00
TOTALS: S 552,594.70 pp
Alternate Bid items 11.2/
"EXHIBIT go
•
Alternate Bid Items
1st Avenue SW Drainage and Street Improvements
Item # Item Quantity Unit Unit Cost Total Cost
A-1 E on for Rain 1.00 LS $2,955.48 $ 2,955.48
Gardens
24"A-2 B� yloplast'Drain 4.00 EA $ 1,742.32 $ 6,969.28
ins
A-3 HDPE, 12" 237.00 LFT $ 29.77 $ 7,055.49
A-4 Structure Backfill 103.23 CYS $ 20.52 $ 2,118.28
Pipe, Type 4, Circular,
A-5 6 in. Double Wall, 60.00 LFT $ 29.47 $ 1,768.20
Smooth Interior
Aggregate
A-6 Underdrain or 6.00 CYS $ 42.40 $ 254.40
A-7 Geotextile for 40.00 SYS $ 17.62 $ 704.80
Underdrain
TOTALS $ 21,825.93