Calumet Civil Contractors/Engr Coc\-v -k- o , .o • l O. as
"j. Calumet Civil Contractors,Inc.
Engineering Department-2010 APPROVED, AS TO
Appropriation#201-R4462862-$780,992.00&1205-R4462858-$233,008.00 P.O. #21798 ViaContract Not To Exceed$1,014,000.00 FO• 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 201-R4462862 & 1205-R4462858 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 Fourteen Thousand Dollars ($1,014,000.00) (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 "#09-01—Hazel Dell Parkway Improvements: 131st Street to Cherry
Creek Boulevard" received by the City of Carmel Board of Public Works and Safety on or about April 231,
2010, 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.
flAslurul\Prol:Svc.&Goods Svca\Engi c,mg\2010\Calumet Civil Contra Tor Gard,and Savice;.doc:5/19/2010 11:14 Al
Calumet Civil Contractors,Inc.
Engineering Department-2010
Appropriation#201-R4462862-$780,992.00&1205-R4462858-$233,008.00 P.O. #21798
Contract Not To Exceed$1,014,000.00
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 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.
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• Calumet Civil Contractors,Inc.
Engineering Department-2010
Appropriation#201-R4462862-$780,992.00 &1205-R4462858-$233,008.00 P.O. #21798
Contract Not To Exceed$1,014,000.00
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.
fn,harod4ProlSves&God.Svice\Eughlurmg\2010\Calumol Civil Comrugo,Goody,md Suvm",dot.5/19/2010 I I:14 AIIS
Calumet Civil Contractors,Inc.
Engineering Department-2010
Appropriation#201-R4462862-$780,992.00 &1205-R4462858-$233,008.00 P.O. #21798
Contract Not To Exceed$1,014,000.00
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: Michael McBride
AND
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Calumet Civil Contractor, 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.
[Z:\sharod\Prof.Svcs&Gods Svc.\Enguiuring\2010\Calumu Civil Comr ,ors Good.and Scrv, ,..doc:5/19/2010 11:14 AV
Calumet Civil Contractors,Inc.
Engineering Department-2010
Appropriation#201-R4462862-$780,992.00 8z1205-R4462858-$233,008.00 P.O. #21798
Contract Not To Exceed$1,014,000.00
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, 2010, 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.
(Z:isharal\Prof:Svcs&Goods Svcs\Enguiarutg\2010\Calumet Civil Caniractors Goods sod Setvicuv.dnc:5/19/2010 I:14 Al]
. Calumet Civil Contractors,Inc.
Engineering Department-2010
Appropriation#201-R4462862-$780,992.00&1205-R4462858-$233,008.00 P.O.#21798
Contract Not To Exceed$1,014,000.00
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:
rtir ( � !fir
i0#°
Ja Brainard, Presiding Officer Aut : zed Signature
Date: ` 2_ — / 0
Kevin S. Green
Printed Name
M ry A Burke, Member
Date: ,.2'/7 President
Title
r
Lon S. ' atso , ember FID/TIN: 35-1151771
Date: 074 r ra
SSN if Sole Proprietor:
ATTEST:
Date: May 20, 2010
Diana Cordray, IAMC, CI -Treasurer
Date: (0- 10
(Zl,hnrnnrrot.S s Good,Sn1F.nr,Luccrak02010\Coluo a c,.,t Cono-a.,or,Goat,arkJ SUN..do.:S/19201U II 14 at1
APR-16-2010 06: 18 FROM:CROSSROAD ENGINEERS 317 780 6525 TO:97697424 P.8/9
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 the Unit Prices applicable to
the Contract Items as stated in Part 3 hereof, which Unit Prices, when multiplied by
estimated unit quantities for such Contract Items, total One Million Fourteen Thousand
and 00/100 Dollars ($ 1,014,000.00 ) The
Bidder acknowledges that evaluation of the 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 exact or binding. The Bidder further understands that all Work which may result on
the Contract shall he compensated for on a Unit Price 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 furnished under the Contract.
"7-NHIBIT±t4.2_2$
BID-3
PART 3
CONTRACT ITEMS AND UNIT PRICES
CITY OF CARMEL
PROJECT#09-01 Hazel Dell Parkway Improvements
ITEMIZED PROPOSAL
4/15/2010
ITEM
EM DESCRIPTION UNIT QUANTITY UNIT PRICE AMOUNT
NO.
1 Construction Engineering LS 1 $ 9,028.05 $ 9,028.05
2 Mobilization and Demobilization LS 1 $ 47,000.00 $ 47,000.00
3 Clearing Right-of-Way LS 1 $ 19,000.00 $ 19,000.00
4 Inlet,Remove EA 4 $ 250.00 $ 1,000.00
5 Manhole,Remove EA 2 $ 350.00 $ 700.00
6 Pipe,Remove LFT 426 $ 12.00 $ 5,112.00
7 Sign and Support,Remove EA 28 $ 124.79 $ 3,494.12
8 Concrete Curb,Remove LFT 4900 $ 5.00 $ 24,500.00
9 Sidewalk,Remove SYS 115 $ 10.00 $ 1,150.00
10 Temporary Curb Inlet Protection EA 68 $ 97.25 $ 6,613.00
11 Temporary Silt Fence LFT 1203 $ 1.80 $ 2,165.40
12 Temporary Concrete Washout EA 2 $ 400.00 $ 800.00
_ 13 Excavation,Common CYS 1020 $ 40.00 $ 40,800.00
14 Subgrade Treatment,Type IIIA SYS 9924 $ 7.00 $ 69,468.00
15 Structure Back511,Type 1 CYS 145 $ 16.00 $ 2,320.00
16 Compacted Aggregate,No.53,Base TON 256 $ 21.00 $ 5,376.00
17 Milling,Asphalt,1" SYS 1950 $ 3.00 $ 5,850.00
18 HMA Surface,Type A TON 35 $ 100.00 $ 3,500.00
19 HMA Intermediate,Type A TON 59 $ 75.00 $ 4,425.00
20 HMA Patching,Type C TON 198 $ 100.00 $ 19,800.00
21 Widening with HMA,Type C TON 5658 $ 64.00 $ 362,112.00
22 HMA Wedge and Level,Type C TON 497 $ 57.00 $ 28,329.00
23 Curb Ramp,Concrete,C SYS 59 $ 98.00 $ 5,782.00
24 Curb Ramp,Concrete,L SYS 46 $ 100.00 $ 4,600.00
25 Curb Ramp,Concrete,K SYS 14 $ 100.00 $ 1,400.00
26 Sidewalk,Concrete,4 in. SYS 61 $ 35.00 $ 2,135.00
27 Colored and Jointed Concrete,7" SYS 117 $ 110.00 $ 12,870.00
28 Modified Concrete Center Curb SYS 178 $ 60.00 $ 10,680.00
29 Combined Concrete Curb and Gutter,Type II LFT 1620 $ 11.00 $ 17,820.00
30 Combined Concrete Curb and Gutter,Type III LFT 7575 $ 12.00 $ 90,900.00
31 Modified Roll Curb LFT 276 $ 16.00 $ 4,416.00
32 Barrier Curb at Truck Apron LFT 251 $ 14.00 $ 3,514.00
33 Sodding,Nursery SYS 5780 $ 3.35 $ 19,363.00
34 Water kGAL 18 $ 25.00 $ 450.00
35 Topsoil(Undistributed) CYS 420 $ 40.00 $ 16,800.00
36 Pipe,Type 4,Circular,6 in.Double Wall,Smooth Interior LFT 1207 $ 5.10 $ 6,155.70
37 Pipe,RCP,Circular, 12 in. LFT 262 $ 35.00 $ 9,170.00
38 Pipe,RCP,Circular,18 in. LFT 35 $ 45.00 $ 1,575.00
39 Aggregate for Underdrain CYS 109 $ 39.75 $ 4,332.75
40 Geotextiles for Underdrain CYS 1265 $ 1.70 $ 2,150.50
41 Inlet,J-10 EA 2 $ 1,494.21 $ 2,988.42
42 Catch Basin,K-10 EA 3 $ 1,800.00 $ 5,400.00
43 Manhole,C-4 EA 2 $ 2,000.00 $ 4,000.00
44 Inlet,Remove and Reset EA 1 $ 800.00 $ 800.00
45 Adjust Casting to Grade EA 7 $ 400.00 $ 2,800.00
BID-4 01
. .
46 Remove and Reset Casting EA 1 $ 501.00 $ 501.00
47 Road Closure Sign Assembly EA 5 $ 233.00 $ 1,165.00
48 Detour Route Marker Assembly EA 17 $ 62.00 $ 1,054.00
49 Construction Sign,A EA 10 $ 56.00 $ 560.00
50 Construction Sign,B EA 2 $ 10.60 $ 21.20
51 Construction Sign,C EA 4 $ 92.00 $ 368.00
52 Maintaining Traffic LS 1 $ 22,000.00 $ 22,000.00
_
53 Barricade,III-B LFT 336 $ 6.28 $ 2,110.08
54 Light Standard,Remove EA 2 $ 373.31 $ 746.62
55 Cable Duct Marker EA 2 $ 298.23 $ 596.46
56 Wire,No.4 Copper in Plastic Duct,in Conduit,4 1/C LFT 260 $ 11.63 $ 3,023.80
57 Wire,No.4 Copper in 2 in.Galvanized Steel,in Conduit,4 1/C LFT 294 $ 11.21 $ 3,295.74
58 Conduit,Steel,Galvanized,2 in. LFT 294 $ 17.34 $ 5,097.96
59 Conduit,PVC,4 in. LFT 523 $ 11.74 $ 6,140.02
60 Conduit,PVC,3/4 in. LFT 92 $ 6.03 $ 554.76
61 Light Pole Assembly,Street EA 4 $ 8,259.31 $ 33,037.24
62 Service Point,II EA 1 $ 2,497.88 $ 2,497.88
63 Handhole,Lighting EA 1 $ 898.90 $ 898.90
64 Controller Cabinet Foundation,P1,Modified EA 1 $ 1,761.84 $ 1,761.84
65 Controller Cabinet,PI,Modified EA 1 $ 2,818.32 $ 2,818.32
66 Sign Post,Square,1,Reinforced Anchor Base LFT 335 $ 18.40 $ 6,164.00
67 Sign,Sheet,Encapsulated Lens with Legend,0.080 in Thickness SET 140 $ 21.47 $ 3,005.80
68 Decorative Street Sign Assembly *EA 4 $ 2,061.13 $ 8,244.52
69 Line,Paint,Dotted White,8 in.,2'Line,2 Gap LFT 142 $ 2.32 $ 329.44
70 Transverse Markings,Paint,White Yield Line,27 in. LFT 72 $ 2.63 $ 189.36
71 Line,Paint,Solid White,Crosswallc,24 in. LFT 328 $ 2.04 $ 669.12
72 Snowplowable Raised Pavement Marker EA 12 $ 42.00 $ 504.00
73 Restore Subdivision Landscape LS 1 $ 14,000.00 $ 14,000.00
TOTAL BID AMOUNT $ 1,014,000.00
B1D-4
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"'"I,HBT 39