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The Hunt Paving Co./Street 'The Him Paving Company Street Department 2009 APPROVED, AS O Appropnatton #0043 502 00 P 0 #18797 FO 6Y y- Contract Not To Exceed 5363 470 00 -.t om 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 The Hunt Paving Company 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 0043 502 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 31 Vendor estimates that the total pnce for the Goods and Services to be provided to City hereunder shall be no more than Three Hundred Sixty Three Thousand Four Hundred Seventy Dollars ($363 470 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 Band 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 descnpbons and /or quotations regarding same as were provided to Vendor by City and /or by Vendor to and accepted by City 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 17 t 112.11A Dior V. .15 oSGuAacwd LScw Ikvn 06-117d1 to II 1012laP1.11 The Huth Paving Company Street Department 2009 Appropraauon ft0043 502 00 P 0 418797 Contract Not To Exceed $363 470 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 ina 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 hen 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 hen 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 Vendors warranties (h) 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 conshtuting an event of default hereunder City shall have the right to (1) terminate all or any parts of this Agreement without'hability to Vendor and (2) exercise all other rights and remedies available to City at law andlor 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 da business in the State Indiana such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers compensation occupational disease andlor unemployment compensation act for bodily injunes 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 andlor damages to any person or property ansing 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 tE'1a aw+nN Own Mr a. JrevxdtO111l•Gom• Senn Rev MA 71 61I7I20N 17 WAIF 2 The Hum Paving Company Street Department 2009 Appropnanon 40043 502 00 P 0 8797 Contract Not To hrrrad $363 470 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 attomey tees and other expenses caused by any act or omission of Vendor and/or of any of Vendor s agents officers employees, contractors or subcontractors m 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 discnmination 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 pnv'deges of employment and any other matter related to their employment or subcontracting because of race religion color sex handicap national ongin 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 nght 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 pnor written consent 14 RELATIONSHIP OF PARTIES The relationship of the parties hereto shall be as provided for in this Agreement and neither Vendor or any of its officers employees contractors subcontractors and agents are employees of City The contract pace 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 nght 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 appropnate venue for and has jurisdiction over same S2re dArD 1 r nrJS.. STORM6t041 &Sen s As BMW da..6 Ixmo is p' 3 The Hum Paving Company Street Department 2009 Approprtatlon #0043 502 00 P 0 #18797 Contract Not To Exceed $363 470 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 onto 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 Douglas C Haney City Attorney Department of Law One Civic Square Carmel Indiana 46032 if to Vendor The Hunt Paving Company 2450 S Tibbs Ave P O Box 46242 Indianapolis Indiana 46241 Telephone 317 241 5313 E Mail ATTENTION Enc Suess Notwithstanding the above notice of termination under paragraph 18 hereinbelow shall be effective if given orally as long as wntten 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 ehect at the time of termination unless the parties have previously agreed in writing to a greater amount 17 lE9 Alb Pf nni la in ISflblEMISCoid£Se. m Rn R41647dm 6/17r009 11G1 M9 4 The Hunt Paving Company Street Department 2009 Appropriation 00043 502 00 P 0 018797 Contract Not To Fxceed S363 470 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 wnting to a greater amount 19 REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authonzed to enter into this Agreement and that the persons executing this Agreement have the authonty to bind the party which they represent 20 ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may from time to Me request Vendor to provide additional goods and winces to City When City desires additional goods and services from Vendor the Cdy 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 Citys 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 Decemben31 2009 and shall on the first day of each January thereafter automatically renew for a penod 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 nghts 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 voluntanly and without any duress undue influence or coercion IZE a)G,e we lux item esIFOISII1Good 1Smaa u..114687dm•nmo99:ne FR 5 The Hunt Paving Company Street Depanment 2009 Appropriation #0043 302 00 P 0 #18797 Contract Not to Exceed $363 470 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 CAPMEL INDIANA THE HUNT PAVING COMPANY by and through its Board of Public Works and Safety By By Ct *es Brainard Presiding Officer Authorized Signature ate r Primed Name M•ry A Burke Mem.- Date /y (4e-wee a 4- 70/14e re w/ Title 0 t Lon S .tso• e r FIDITIN 45:0 926 Date 7 ex/ SSN if Sole Proprietor ATTEST Date 7- 2' 0 9 D -na Cordray IAMC /elk re urer Date 12'EEMYl Doc n W lu owl Saw &FORMS mrh Sen Rn R4/90 J¢6/192011912 9M1 6 MAY -27 -2009 01 28 PM CARMEL STREET DEPT 317 733 2005 P 04 /Ud ADDENDUM #2 CITY OF CARMEL BID TABULATION SHEET Protect Name 2009 Concrete Replacement Bid Date June 3rd 2009 Substantial Completion Date September 15 2009 Final Completion Date September 30 2009 1 ITEM DESCRIPTION UNIT QUANTITY UNIT PRICE AMOUNT 1 Concrete curb replacement If 11 828 1 73 263.47 Q0 2 Concrete road replacement sq if cf3 00 Optional panels at various locations 3 Sidewalk sq yd 89 I/7 0 0 e Yj /S3 Chairback Curb oe 4 All located on Rangeline between If 3000 �y 7S 7�so ae Carmel Dnve Main St o no 00 ins fro so ti 7" Stamped /Stenciled Colored Concrete scud 145 J 6 Calcium (1% per cu yd) 7 CO ii 9so t 7 High Early (1% per cu yd TOTALS 41/ y70 et r i i L "EXHIBIT k t SI 1 i- 1