Specialities Co. LLC/StreetSpecialities Company, LLC
Street Dcpartmew -?009
Apprnpriancn#so?; Po.918766 APPROVED, AS TOY'
Contractidot To Exceed 36,075.OD / .; FORM 1 „
AGREEMENT FOR P,URCHASE•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
Specialties Company, L'LC, an entity duly authorized to do businessin 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.Agreemenfsterms and conditions.
.2. PERFORMANCE:
City agrees to purchase the goods andlor'services (the "Goods and Services") from`Vendor using City
budget appropriation number 502 _funds. Vendor agrees to,provide; the Goods:and. Services and to otherwise
his Agreement by applying at all times the highest technical and' industry
perform the requirements of this'
standards.
3. PRICE_ AND PAYMENT TERMS:
3.1 Vendor estimates that the4otal price fWthe Goods and Services'to be provided to City hereunder
shall be no more.thani.Six Thousand Seventy Five Dollars ($6,075.00) (the"Estimate'). Vendor shall
submit an invoice to City no more than once everythihy (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 with4e 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 ail 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 SeNiceS provided by Vendor to City hereunder to exceed the:Estimate; unless City has
previously agreed, in writing, to,payan 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 byVendor to and,accepted by City, all of which documents are incorporated:herelh by reference, and
that the Goods-and Services will be delivered in a timely, good and workmanlike, manner and free°from
defect. Vendor acknowledges ttiat'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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Specialities Company, LLC
Street Department - 2009
Appropria{ion #502; PO. #18766
Contract Not To Exceed $6,075.00
5. TIME AND PERFORMANCE:
This Agreement shall. become:effective.as of the last date on which a party ,hiereto executes sarne ("Effective
Date"), and both parties shall thereafter perform theirobligation_s hereunder in a timely-manner: Time is of
the essence of this Agreement
6. DISCLOSURE ANO WARNINGS:
If-requested .by City, Vendor shall promptly furnish to City, in such form and detail asCity 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 Servicespfovided hereunder, Vendor agrees to
fumish to City sufficient written warning.and notice (including appropriate labels on:containers and packing)
of any hazardous material utilized in or that s:a part of the Goods`and Services.
LIENS:
Vendorshall not cause or permit the filing-of ary Pen on any of City's property. Ih the event.anysuch lien is
filed and Vendor fails to remove such lien within'ten (90) days after the filing thereof, by,payment or bonding,
City shall have the right to pay such lien:orobtain such bond; all at,Ve. and or's solecost expense,
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches-or defaults under any, of the 'terms or conditions of this
Agreement, including Vendors warranties; (b) fails,to provide the Goods and Services as specified herein;
(c) fails to make progfess 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 of
breach; or (d).becomes insolvent, isplaced'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 paits;ofthis Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to'City at law and/or in equity'.
5. 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 Slate 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 notlimited 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 bet 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.shbll provide that such insurance,polides,shall not be
canceled_without thirt y(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:notlim_ited to, reasonable attorney
-=_fees) for injury,.death;andlor.damages to any person or;property arising`from.or in connection with Vendors
provision of-Goods and Services pursuant to,or under this Agreement or Vendors use of City property.
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Specialities Company, LLC
Street: Department - 2009
Appropriation #302; P.O. #18766
Contra6fNot To Exceed $6;075.00
Vendor further agrees to indemnify,, defend and hold harmless City and its officers,. officials, agents and
employees from all claims and suits of whatever type, including, but not limited'lo, all court costs, attorney
fees, and other expenses,, caused by any 'act or omission of Vendor.., and/or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligationsshall,,,survive the termination of this, Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws,:executive-orders, rules; regulations and codes
which may be applicable to Vendor's performance of Its obligations under this Agreement, and'all relevant
provisions thereof are incorporated herein 'by this reference. Vendor agrees_to indemnify and hold harmless
City from any loss, damage and/or liability resulting, from any such violation of such laws, orders, rules,
regulations' and codes. This indemnification obligation shall su' ive•the terminationo$•tnis 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 employrent or other person in the. provision of any. Goods
and Services provided by this Agreement With respect to their hire, tenure,vterms, conditions and privileges of
employment and any other matter related to therremployment or subcontracting; 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 anytime thereafter, nor'shalf the waiver by any
party of a breach cf.any provision of this Agreement conskltute 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; whetheras;coltateral for a span or otherw;se, and shall not
delegate-its obligations under this Agreement withoutCity's prior written consent.
14. RELATIONSHIP OF PARTIES:
The relabohship.of the parties hereto shall be as provided for-in this:Agreement, and. reithdr- Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The,contractprice
set forth herein shall be the full' and maximum compensation and monies required of City to be paid to
Vendor under or pursuarrt to this Agreement.
15. GOVERN ING;LAW;LAWSUITS:
This Agreerrent_is to be conslrued;.in.accordance with and governed,pyvthe taws of the.State of-Indiana,
except for its conflict of laws provisions. Tfie parties agree that; in'the everit a.lawsuit is,fited hereunder, they
waive their right to a jury trial, agree to'file any such lawsuit in,an,appropriale court In Hamilton County,
Indiana only, and.agree,that such court isthe appropriate venue for and has jurisdiction over same.
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Specialities Company; LLC
Street Department - 2009
.Appropriation #502; P.O. #M8 6
Coniraci Not To Exceed $6,075.00
16. SEVERA6ILITY:
If.any"term of this Agreement'is,invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of-law, such term hall,be deemed reformed or deleted; butoniy to the extent necessary to
comply with same, and the remaining provisions,of this Agreemenfshall, 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 mall, return receipt requested; to the party to_be notified a1 the address specified
herein:
If to City: City of Carmel
One Civic;Square
Carmel, Indiana 46032
ATTN: David Huffman
AND
Douglas.C, Haney,. City Attorney,
Depadment,of,Law
One Civic Square
Carmel, Indiana 46032
If to Vendor'. Specialties Company, LLC
9350 E 30!r Street
Indianapolis; Indiana 46229
Telephone:317-594-6271
ATTENTION: Mike Scheuerman
Notwithstanding the above, notice of termination under paragraph 18.1nereinbelow shall be effective if given
orally, as long as written notice is;,then provided "as set'forlh herelnabove within'fve (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"te 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 amounl?shall not exceed
the Estimate amount;ir effect at the time of termination, unless the parties have previously agreed in
wri ,ng.to a.greater amount.
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Specialities Company, LLC
StrectDepanmem - 2009
Appropriation #502; P.O. #15766
Contract,Not To Exceed $6,075.00
18.2 City may terminate this Agreement at any tinle.pp n 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•Seruices 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 nave:previously,agreed inviting 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 thatCitymay, from time to timejecluest 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 forme prgvision,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, shaitsuch goods and services be provided by Vendor
to City: A.copy ofthe City's?.authorization document-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
herenabove, this Agreement shall be in effect from the Effective Date through December 31, 2009, 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:mearing ofany provision hereof.
23. BINDING EFFECT
The parties, and' their respective officer's, officials, agents, partners, successors, assigns and legal
representatives, are bound to the iotherwith 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 oi•counse'l throughout the negotiation. of tnis,Agreement, and enter into same
freely, doluntarily,.and without .any' duress„undue influence or coercion.
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Specialities Company, LLC
Street Dapartm.ent - 2009
Appropriation #502; P:C, #18766;
Csoniract Not To Exceed $6,075.90
26. ENTIRE AGREEMENT:
This Agreement,. together with any exhibits attached hereto or referenced herein, constitutes the entire
agreemeht'between Vendor and City with respect to thesubject 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 18"heredf,.to the extent any term or condition contained in any exhibit
attached to lh'is Agreement er 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'thisAgreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety.
By
Brainard,
SPECIALITES COMPANY, LLC
By:
Authorized Signature
A-
/' z:±; Printed Name
Mary Ann urke,:Member
?.
Date:
Title
Lori S. Watso , emb r FID/TIN: 3s~ :),f 10
Date: ??-
SSN if Sole Proprietor:
ATTEST:
Data: / 12, / a 9
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Fron:SPECIALTIES COMPANY LLC 317 594 0271 12/19/2008 10:54 4253 P.001/001
DEC-15-2008 01,48 PM CARMEL STREET DEPT
317 733 2005
The Carmel Street Department
3400W. 131" St.
Westfield, IN. 46074
The Carmel Street Department is accepting quotes to install nine (9) Harrison
Monuments. The specifications for installation are attached. All of the monuments will
be provided by Hamilton County Highway Department. The winning quote will be
awarded based on the lowest price for the labor and materials for the installation of the
monuments in an asphalt road. The successful contractor will be required to attend a
preconstruetion meeting with the Carmel Street Department and Hamilton County
Highway Department. The contractor will keep traffic disruption at a minimum and the
contractor will provide all necessary signage and work zones following all State and
Federal work zone laws.
Labor and materials to install
Monuments j -4
P. 02/04
The Successful contractor will also be required to sign a goods and services contract with
the City of Carmel. A copy of a goods and services contract is available, upon request, at
the Carmel Street Department,
All quotes need to be returned by 12 pm (noon) December 21, 2008 to the Carmel Street
Department. Any questions can be directed to the Carmel Street Commissioner at 317-
733-2001.
Thank you for your interest in working for the City of Carmel..
David Huffman
Street Commissioner Specialifin Company, LLC
Cannel Street Dept.
131" SG
3400 W 93? E
.
Westfield, In 46074 Indianapolis, IN 48229
317-733-2001 "
317-733-2005 fax
" 99
EXHIBIT k
EXHIBIT B
Invoice
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Date:
Goods Services
Person Providing
Goods/Services Date
Goods/
Service
Provided Goods/Services Provided
(Describe each good/service
separately and in detail) Cost Per
Item Hourly
Rate/
Hours
Worked Total
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Employer's Liability:
Bodily Injury by Accident/Diseasc:
Bodily Injury by Accidentbisease:
Bodily Injury by Accident/Disease:
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operatibhs
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (any one:fire):
Medical Expense 'Limif(anyone person):
Statutory-Liinits
$100,000 each employee
$250,000 each accident
5500,000 policy limit
$500,000
$500;000
5500,000
$?50,060
$250,000
S 50,000
Comprehensive Auto Liability (owned, hire&g.tid.non-owhed)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible!
$500;000 each accident
5500;000 each, accident
$_500;000
$500;000
$ 10,000