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. Calumet Civil Contractors, Inc. 4/v/or
ti• Engineering Department-2008
Appropriation#2006 Road Bond: P.O. #19143
Contract Not To Exceed$1,210,103.00 APPROVED, 1O
FORM BY:
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered into by
and between the City Of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and
Calumet Civil Contractors, Inc. an entity duly authorized to do business in the State of Indiana ("Vendor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City
budget appropriation number 2006 Road Bond funds. Vendor-agrees to provide the Goods and Services and
to otherwise perform the requirements of this Agreement by applying at all times the highest technical and
industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than One Million Two Hundred Ten Thousand One Hundred Three Dollars ($
1,210,103.00) (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 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 Engineering
Department Bid Proposal Package for "#06-14 Cool Creek North Trail" received by the City of Carmel Board
of Public Works and Safety on or about August 18, 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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•
• Calumet Civil Contractors, Inc.
Engineering Department-2008
Appropriation #2006 Road Bond; P.O.#19143
Contract Not To Exceed$1,210,103.00
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 far 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.
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Calumet Civil Contractors,Inc.
Engineering Department-2008
Appropriation#2006 Road Bond; P.O.#19143
Contract Not To Exceed $1,210,103.00
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, 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#2006 Road Bond; P.O. #19143
Contract Not To Exceed$1.210,103.00
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@calumetcivil.com
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#2006 Road Bond; P.O. #19143
Contract Not To Exceed$1,210,1'03.00
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 Agreementare 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.
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Calumet Civil Contractors,Inc.
Engineering Department-2008
Appropriation#2006 Road Bond; P.O.#19143
Contract Not To Exceed Sj:210.103.00
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 CALUMET CIVIL CONTRACTORS, INC.
by and through its Board of Public
• •Works and Safety
By
BY:/�
James Brainarrd,`'residiinng Officer orized Signature
• ate: -.5 —O
Kevin S. Green
Printed Name
M Ann urk Member
Date: — — President
Title
Lori S,Watson er ber FID/TIN: 35-1151771 .
Date 3 O
SSN If Sole Proprietor.
ATTEST:
�/ Date: August 27, 200E
/1`
sea CordraylAMM C��elk reasurer
Date: 7 /
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PART 2
BID'PROPOSAL
2.1 Base Bid
The undersigned Bidder proposes to furnish 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
Work and Project, including any and all addenda thereto, for,theUnit Prices applicable to
the Contract Items as stated in `Part 3 hereof, which Unit Prices, when'multiplied by
estimated unit quantities for,such Cantract°Items,total One Mil lion Two Hundred Ten
Thousand One Hundred Three and00/10IDo1lars ($ 1.210.193.00 ). The
Bidder acknowledges that evaluation of th&lowest.Bid shall be based on such price and
further.acknowledges that the unit quantities listed in Part 3 of this Proposal are estimates
solely for the purpose of Bid evaluation and Contract 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'Mice basis.and that the OWNER and
ENGINEER cannot;and do not guarantee the:amount or quantity'of any item of Work to
be performed or famished under the Contract.,
`REXHIBIT (// ,9
Revised 8-18-2008 BID-3 ADDENDUM.NO.2
PART
CONTRACT ITEMS AND UNIT.PRICES
,[This fail to 1?e used•only for Bidding on
Unit Price,Contracts for. Contract Items shown]
Prices In Figures
Contract Description' Estimated Unit- Total Price
Item No. Unit Price.[in•Words] Quantity Price for Item
1 Construction Engineering I L.S.. $ 21 275.00 $ 21,275.00.
2 NOT.USED $ - •$. -
3 Mobilization/Demdbiliiation` I L.S. $ 60,000.00 $ 60,000-00
4 Clearing, Right-of;Way I L.S. ,$ 41,500.00 $ 41,500.00
5 Excavation, Cgmmon 2,067 ,CYS .$ 19i00 $ 39,273:00
6 Borrow 4,915 CYS.$ -17i00 $ 83,555.00
7 Crushed Limestone 508 TON $ 26.00 $ 13;208:00
8 Tyne'-'O"Compacted
Aggregate.base No 53 3681 TON $ `21:50 $ 79,141.50
9 HMA Surface,Type A, :580 TOWS 103.00 $ 59,740.00
10 I1MA Intermediate,Type A 1,120 TON $ 88:00 $ 98,560.00
11 Rip Rap,Check Darn;
Temporary 157 TON $ '40.00 $: .6,280.00
12 Rip Rap,Revetment,
Permanent 411 TON -$ 28.00 $ 11;508.00
13 PerimeterProtection,::Silt.
Fence 6,081 LFT $ 1:33 $ 8,087.73
14 Seed Mix,A 1 ACRE. $ 20,000.00 S. . 20,000.00
15 PCCP for Drives,6 inch 429 SYS .$ 90100 $' 38,610.00
16 Wood Railing 2,401 ,EFT- $ .36,00. S 86,436.00
17 Maintenance of'Traflie 1 L.S. $ 6,717.93 $ 6,717.93
18 Line,Thermop€astic :Solid,
White,24 Inch 156 LFT $ 9'85 $' 1,536.60
19 Trail Sigoage double sided 11 EACH.$ 486.00 $ 5;346.00
20 Trail Signage,single sided 34. EACH .$ 486".00 $ 16,524.00
21 _ __Pipe:Type`2,Circular, 12 1N 67 'LFT $ 4Q.00 $' '22.,680.00
22 Pipe End Section„12 IN 4 EACH 1$, 800.00 $ 3;200.00
23 Pipe;type 2,Circular, 15 IN 40 :LET .$ 42.00, $ 1,680.00
24 Pipe End Section,.IS IN 3 EACH $ 828:00 $_ 2,484.00
25 Pipe,Type 2;Circular, 18 IN 119 LET ,$ 44,00 $ 5,236.00
26 Pipe End Section,.18IN 5 EACH .$ 878,00 $.. 4,390.00
27 Pipe,Type 2,Circular,24.1N 160 LFT $ 54.00 $, .8,640.00
28 Pipe End Section,24 IN 8 EACH $ '1,140=00 $ 9;120.00
29 InletType,R-13 1 .EACH $ 2;400.00. $ 2,400.00
30 Inlet Type E-7,Modified 1 EACH $ 1,600.00, $ 1,600.00
31 Remove Pavement 1082 SYS Sr -5.00 $ 5,410:00
32
Remove ChainlinkTypeFence 330 .LFT $ 8:00, $ 1,040.00'
33 Remove Chainlink.Type lFence
Gate 40 .LFT '$, _1250 $' 500.00
34
Remove Concrete-lined'Ditch 65' .LFT $ .800 :$ 520.00
35 Remove Curb 270 LFT $' -5i00 $. 1,350.00
"EXHIBIT f LI`� 99
Revised 8-18-2008 BID-4 ADDENDUM NO. 2
36 Remove Retaining Wall 35 LFT $ 200.00 $ 7,000.00
37 Relocate,Light pole. 2 EACH $ 2,800.00 $ 5,600.00
38 Relocate,Fire hydrant I EACH $ 4,000.00 $ 4,000.00
39 Structure,Manhole,
Reconstruct 25 VLFT $ 300.00 $ 7,500.00
40 Casting,Type 4,Furnish&
Adjust to Grade 8 EACH $ 550.00 $ 4,400.00
41 Sign,Construction 4 EACH $ 315.00 $ 1,260.00
42 Signal,Cantilever Structure,
35' Mast Ann, 16'Height I EACH $ 12,000.00 $ 12,000.00
43 Signal Cable,3c/8 80 FT $ 2.60 $ 208.00
44 Signal Cable,5c/14 72 FT $ 1.75 $ 126.00
45 Construction Sign,A or B 8 EACH $ 377.00 $ 3,016.00
46 Sign,Sheet 2 EACH $ 300.00 $ 600.00
47 Flasher Installation 1 LS $ 6,700.00 $ 6,700.00
48 Sawcut-for Demolition 168 LET $ 2.00 $ 336.00
49 Adjust Manhole to Grade 2 EACH $ 500.00 $ 1,000.00
50 Modular Block Wall,
Reinforced 206.2 SYS $ 88.00 $ 18,145.60
51
Modular Block Wall Erection 206.2 SYS $ 160.00 $ 32,992.00
52 Structure Backfill 733 CYS $ 32.00 $ 23,456.00
53 Curb,Concrete,Barrier 298 LFT $ 24.00 $ 7,152.00
54 Curb,Concrete,Rolled 121 LFT $ 18.00 $ 2,178.00
55 Seatwall,Limestone Blocks 137 CF $ 100.00 $ 13,700.00
56 Seatwall,Foundation 8 CYD $ 400.00 $ 3,200.00
57 Topsoil 178 CYD $ 20.00 $ 3,560.00
58 Landscaping,Tree,Shade 7 EACH $ 428.41 $ 2,998.87
59 Landscaping,Tree, '
Ornamental 4 EACH $ 352.81 -$ 1,411.24
60 Sedge 468 EACH $ 5.80 $ 2,714.40
61 Vegetative Swale I LS $ 8,215.46 $ 8,215.46
62 Structure Backfill 190 CYD $ 32.00 $ 6,080.00
63 Shrubs 118 EA $ 45.36 $ 5,352.48
64 Ornamental Grasses 1953 EACII $7 14.87 $ ----29,041.11
65 Perennials 135 EACH $ 15.12 $ 2,041.20
66 Mulch 31 CYD $ 70.31 $ 2,179.61
67 Spaded Edge 218 LFT $ 1.86 $ 405.48
68 Steel Encased Concrete Piles,
14"DIA 174 LFT $ 100.00 $ 17,400.00
69 Reinforcing Steel,Plain 840 LBS $ 1.20 $ 1,008.00
70 Concrete,Class A,
Substructure 9.2 CYS $ 1,000.00 $ 9,200.00
71
Expansion Joint,Sliding Plate 12.3 LFT $ 125.00 $ 1,537.50
72 Concrete Deck,Reinforced 1434.8 SET $ 14.00 $ 20,087.20
73 Pre-engineered Prefabricated
Truss 1 EACH $ 135,000.00 $ 135,000.00
74 Foundation Excavation,
Unclassified 540 CYS $ 24.00 $ 12,960.00
75 Perforated Pipe,6 IN.DIA. 404 LFT $ 20.00 $ 8,080.00
76 Pipe,PVC,6 IN.DIA. 10.5 LFT $ 20.00 $ 210.00
77 Seedling Trees,3 gal 365 EACH $ 33.21 $ 12,121.65
78 Shrubs,bare root 330 EACH $ 5.80 $ 1,914.00
"EXHIBIT f'/4 "
Revised 8-18-2008 BID- 5 ADDENDUM NO.2
•
79 Seed mix,wetland mitigation 1 ACRE $ 7,711.44 $ 7,711.44
80 Geotextiles 425 SYS $ 3:00 $ 1,275.00
81 Identity Signage 6 EACH $ 2,580.00 $ 15,480.00
TOTAL BID $ 1,210,103.00
"EXHIBIT 4 94 if
•
Revised 8-18-2008 BID-6 - ADDENDUM NO.;