Morphey/ENG/148,496/street lighting improvement Morphey Construction, Inc.
Engineering 2012
Appropriation 2201 50080, 2200- 2000,203 -509; P.O. #25838
Contract Not To Exceed $148,496.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES A A
oc�
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 Morphey Construction, 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 2201 50080, 2200 -2000, 203 -509 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 Hundred Forty Eight Thousand Four Hundred Ninety Six Dollars
($148,496.00) (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 conformance 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, 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.
\Ussvrappsl \u,cr data admul\LAR�h .1 \Prof SvLs S. Good, Svca\Engmcvmg \2011 \MORPHEY CONSTRUCTION INC Gam, Scrntts FORM dot. d2/20 /20111140 AM]
Morphey Construction, Inc.
Engineering 2012
Appropriation 2201 50080, 2200 2000,203 -509; P.O. #25838
Contract Not To Exceed $148,496.00
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.
\VssvrappsI \usa data admm\LA VAsharul\Prot:Svcs Goals Sva\EngmcYrmg\2011UIORPHEY CONSTRUCTION INC Gad. S� nccs FORM dot 12 /20/2011 11:40 AM]
Morphey Construction, Inc.
Engineering 2012
Appropriation 2201 50080, 2200 2000,203 -509; P.O. #25838
Contract Not To Exceed $148,496.00
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.
[\UssmppslWva data- Mann \LAV haru\Prof:Svcs Goods Svcc\Engm, mg\2011\MORPHEY CONSTRUCTION INC3 GaxN& Strv¢c. FORM dm 12/20/2011 11 40 AM]
Morphey Construction, Inc.
Engineering 2012
Appropriation 2201 50080, 2200 2000,203 -509; P.O. #25838
Contract Not To Exceed $148,496.00
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
ATTENTION:
AND
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Morphey Construction, Inc.
1499 N. Sherman Drive
Indianapolis, IN 46201
Telephone: 317 -356 -9250
E -Mail:
ATTENTION: Steven Morphey
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.
\Usstrappsl \ustr data admm\LAW\ h:,r l\ProfSvcs Goads Svcs\Engu,cxrmg\201 I\MORPHEY CONSTRUCTION INC Goods Strv,ce, FORM doc 12/211/2011 I 1 40 AM]
Morphey Construction, Inc.
Engineering 2012
Appropriation 2201 50080, 2200- 2000,203 -509; P.O. #25838
Contract Not To Exceed $148,496.00
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, 2012 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.
\Usss apps) \uxr data admm\LAW\sharul\ Prof Svcs& Goods SvcclEngmc,, g\ 20I IUOORPHEY CONSTRUCTION INC Gods Sc ena, FORM dm 12/20/201111.40 AM]
Morphey Construction, Inc.
Engineering 2012
Appropriation 2201 50080, 2200- 2000,203 -509; P.O. #25838
Contract Not To Exceed $148,496.00
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 govem 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 Morphey Construction, Inc.
by and through its Board of Public
Works and Safety
By: By:
C-40/Y4ederq
James Brainard, Presiding Officer Authorize Signature
Date:
eD6Y BA14
Printed Name
ryy Ar 1 Burke -mber
Date: Pf051 cs Me,A C EZ
1 Title
Lori' Wat Mpmber FID/TIN: 3s- 2_ Si G Z
2 2-
Date: r /1 6
Last Four of SSN if Sole Proprietor:
ATTEST:
Date: I (2/cl iy
Diana Cordray, IAMC, erk- Treasurer
Date:
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6
BID PROPOSAL SUMMARY PAGE
Complete the following information and place as the cover page to
your bid packet. Insert all documents into an envelope with project
name and your company name clearly marked on the outside. Seal
the envelope.
Company:
Cc cIs r,ec <7 a J I c.
Project Name: P e ,y. s
Date Submitted: tsc. 7 Zcf I
Base Bid
Amount: �1� 43(_
Alternate Bid
Amount: M., 064
Local Preference Law
I am claiming Local Preference (Circle One) YES NO
(All required documentation to be provided with bid proposal)
Exhibit A-
BIDDER'S ITEMIZED PROPOSAL
AND DECLARATIONS
City of Carmel
Instructions To Bidders:
This form shall be utilized by all Bidders. Except as otherwise specifically provided, all Parts
shall be fully and accurately filled in and completed and notarized.
Project: Street Lighting and Signage Improvements Project
96 Street and Ditch Road
106` Street and Towne Road
116` Street and Ditch Road
Project #11 -10
The removal of existing street lighting and installation of new street
Proposal For Construction of signage, new street lights and foundations, steel and PVC conduit and
wiring, and electrical cabinet, receptacle and meter for the 96 Street and
Ditch Road, and 116 Street and Ditch Road roundabouts. Also, the
installation of new street lights and foundations, steel and PVC conduits
and wiring, and electric cabinet and meter for the 106 Street and Towne
/n� Road intersection.
Date: lac 7 2i
To: City of Carmel, Indiana, Board of Public Works and Safety
A,
BID -1
PART 1
BIDDER INFORMATION
(Print)
1.1 Bidder Name: I VIQe .mac
1.2 Bidder Address: Street Address: t &J. Si-tR'J
City: State: ,T1■J Zip: 'Zo
Phone: 317 -525c) Fax: 37
1.3 Bidder is a/an [mark one]
Individual Partnership 1 VIndiana Corporation
Foreign (Out of State) Corporation; State:
Joint Venture Other
1.4 [The following must be answered if the Bidder or any of its partners or joint venture
parties is a foreign corporation. Note: To do business in or with the City of Carmel,
Indiana, foreign corporations must register with the Secretary of the State of Indiana as
required by the Indiana General Corporation Act as stated therein and expressed in the
Attorney General 's Opinion #2, dated January 23, 1958.]
.1 Corporation Name:
.2 Address:
.3 Date registered with State of Indiana:
.4 Indiana Registered Agent:
Name:
Address:
A
1 (13 BID -2
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 (Itemized Proposal), which Unit Prices, when
multiplied by estimated unit quantities for such Contract Items, total inc.*-
oc ,e -teec Dollars (10 43(
2.2 Alternate 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 (Alternate Items), which Unit Prices, when
multiplied by estimated unit quantities for such Contract Items, total 'e G rr
S< F0(.4 Dollars 4 O4
2.3 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 also understands that all Work which may
result on the Contract shall be 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. The Bidder further
understands that a Contract may be awarded by either evaluating the Base Bid alone or
by evaluating the Base Bid in combination with the Alternate Bid if the Owner wishes to
execute.
`1/2 BID -3
PART 3
CONTRACT ITEMS AND UNIT PRICES
[This Part to be used only for Bidding on
Unit Price Contracts for the Contract Items shown]
Base Bid Itemized Proposal
(Prj. No. 11 -10) 96th St. and Ditch Rd. 106th St. and Towne Rd.
Item Item Qty Unit Unit Cost Total Cost
1 Mobilization Demobilization 1 LS oz' x
2 Street Sign and Post, Remove 4 EA 40.. (co_
Light Pole Assembly and
3 Foundation, Remove and Salvage 4 EA c� (000
4 Decorative Street Sign Assembly 4 EA (Z00 4800
Concrete Foundation with hh�
5 Grounding, 30 in. Diameter x 96 in. 8 EA V 7,5
6 Light Pole Assembly, Street 8 EA
7 Cable Duct Marker 4 EA (CO 4 o�
8 Handhole 2 EA ,550_ (q7
9 Electric Receptacle 1 EA 2
10 Conduit, Steel, Galvanized, 2 in. 637 LFT ,4_ 50
11 Wire, No. 4, Copper, In 2 in. 637 LFT Q
Galvanized Steel Conduit, 4 1 /C 8 l�
Wire, No. 4, Copper, In Plastic
13 Duct, I n Trench, 4 1/C 544 LFT 8 4 5 �a
14 Controller Cabinet, P1, Modified 2 EA 50-, 7730
Controller Cabinet Foundation, P1,
15 Modified 2 EA 0
16 Mulched Seeding 480 SYS 7a.)
17 Conduit, PVC, 3 /4" 10 LFT 5-
Total Base Bid (0 43 5
;g4
Alternate Bid Itemized Proposal
(Prj. No. 11 -10) 116th St. and Ditch Rd.
Item Item Qty Unit Unit Cost Total Cost
A -1 Mobilization Demobilization 1 LS ((9_ o o0
A -2 Street Sign and Post, Remove 3 EA TZ oo f2 cc'
A -3 Light Pole Assembly and
Foundation, Remove 4 EA
A-4 Decorative Street Sign Assembly 3 EA /2.00- `of> ..:x)
A -5 Concrete Foundation with
Grounding, 30 in. Diameter x 96 in. 3 EA Z�s
A -6 Light Pole Assembly, Street 3 EA (S0. 0:o 24-
A -7 Cable Duct Marker 2 EA iCx)
A -8 Handhole 1 EA 5.-- •375
A -9 Conduit, Steel, Galvanized, 2 in. 115 LFT (6 So 2(27- 50
A -10 Wire, No. 4, Copper, In 2 in. 115 LFT
Galvanized Steel Conduit, 4 1/C (7LO -.o'
A -12 Wire, No. 4, Copper, In Plastic 214 LFT o0
Duct, In Trench, 4 1/C (7(Z
A -13 Existing Controller Cabinet, 1 EA
Modify _9-) S� °O
A -14 Mulched Seeding 180 SYS 5 27O 47
A -15 Conduit, PVC, 3 58 LFT 5_0° G"
Total Alternate Bid Sc'
L v,