E & B Paving/Streets I &B PAVING INC APPRo to �u
Street Depanment 2009 FORM by
Appropnation #43 502 00 P 0 #18709 $384 087 05 18792 $1 608 907 45
Contract Not To Exceed $1 992'994 ,0
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 P&
B Paving 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 appropnation number 43 502 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 One Million Nine Hundred Ninety Two Thousand Nine Hundred Ninety Four
Dollars and Fifty Cents ($1,992 994 50) (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 Vendors 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 descnptions 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 Street Repaving received by the City of Carmel Board of Public
Works and Safety on or about May 6 2009 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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C &B PAVING INC
Street Department 2009
Appropnatlon 443 502 00 P G 418709 $384 087 05 18792 $1 608 907 45
Contract Not To Exceed $1 992 994 50
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 matenals 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 wntten warning and notice (including appropnate labels on containers and packing)
of any hazardous matenal 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 hen within ten (10) days after the filing thereof by payment or bonding
City shall have the nght 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 (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 penod 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 nght to
(1) terminate all or any parts of this Agreement without liability to Vendor, and (2) exercise all other nghts
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 dunng 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 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 pnor 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 attomey
fees) for injury death and /or 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
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FRB PAVING INC
Street Department 2009
Appropnanon #43 502 00 P 0 #18709 $384 087 05 18792 $1 608 907 45
Contract Not To Exceed $1 992 994 50
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 Vendors 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 Vendors 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 pnvileges 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 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 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 wntten 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 pnce
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 govemed 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 tnat, agree to file any such lawsuit in an appropnate court in Hamilton County
Indiana only and agree that such court is the appropnate venue for and has Junsdiction over same
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r &B PAVING INC
Street Department 2009
Appropnation #43 502 00 P 0 #18709 $384 087 05 18792 S 1 608 907 45
Contract Not To Exceed 1 992 994 50
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
Douglas C Haney, City Attorney
Department of Law
One Civic Square
Carmel Indiana 46032
If to Vendor E &B Paving
17042 Middleton Ave
Noblesville Indiana 46060
Telephone 317 773 4132
E Mad sta van ntnm sxn
ATTENTION Sri VAMP?
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
181 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 appropnated 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
wnting to a greater amount
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E &B PAVING INC
Street Department 2009
Appropnatton #43 502 00 P 0 #18709 $384 087 05 18792 1 608 907 45
Contract Not To Exceed $1 992 994 50
18 2 City may terminate this Agreement at any time upon thirty (30) days pnor 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 wntmg 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 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 Vendors time and cost estimate for the provision of such additional
goods and services has encumbered sufficient monies to pay for same and has authonzed Vendor in
wnting to provide such additional goods and services, shall such goods and services be provided by Vendor
to City A copy of the City s authonzation 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 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 voluntarily and without any duress, undue influence or coercion
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E &B PAVING INC
Street Department 2009
Appropnnnon #43 502 00 P 0 #18709 $384 087 05 18792 $1 608 907 45
Contract Not To Fxceed $1 992 994 50
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 pnor oral
or wntten 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 wntten 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 E &B PAVING INC
by and through its Board of Public
Works and Safety
By By
kits'
es Br- and Presiding Officer Authonzed 1:ture
at- e+
lark E Jam
Pnnted Name
ary nn Burke Member
Dat 7 i/ S— 07 Area Manager
Title
Lon S Wa n Member FIDITIN 35-11393M
Date ei /I gvI
SSN if Sole Propnetor
ATTEST
4o r A
x4� Date am am 26, 2009
Di d a y IAMC jk Tr surer
Date 7/ i c7
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Project Name 2009 PAVING PROGRAM BID TABULATION SHEET
Bid Date May 6 2009
Substantial Completion Date September 15 2009 TOTAL AMOUNT 1 992 994 50
Final Completion Date September 30 2009
ITEM# DESCRIPTION UNIT QUANTITY UNIT PRICE AMOUNT
1 AET or AE 150 TAC pal 21 250 1 80 38 250 00
2 #11 Surface HAC ton 27 102 52 15 1 413 369 30
3 12 5 Oversanded Intermediate ton 6 996 25 00 174 900 00
4 Bad spots cut/removed sq yd 500 100 00 50 000 00
5 Milling sq yd 253 026 1 00 253 026 00
6 Blue Reflectors ea 192 29 00 5 568 00
7 12 Dirt Berm -sq yd 1 978 13 40 26 505 20
8 Speed Humps ea 3 2 235 00 6 705 00
9 4 Double Yellow Solid If 3 709 2 00 7 418 00
10 4 White Solid If 7 001 1 00 7 001 00
11 4 Solid Yellow 4 Skip Yellow If 460 1 00 460 00
12 4 Skip White If 3 014 1 00 3 014 00
13 24 Stop Bars If 91 1000 910 00
14 Tum Arrows ea 19 100 00 1 900 00
15 Onlys ea 18 100 00 1 800 00
16 6 White Crosswalk If 880 2 00 1 760 00
17 4 Yellow Crosswalk If 272 1 50 408 00
TOTALS 1 992 994 50
"EXHIBIT