Globe Asphalt Paving Co., Inc./Street P L)1/' t)69.
APPROVED- S TO
AGREEMENT FORM By:
City of Carmel, Indiana
g
THIS AGREEMENT is made and entered into by and between the City of Carmel, Indiana, acting by and
through its Board of Public Works and Safety "OWNER and Globe Asphalt Paving Co., Inc.
("CONTRACTOR'), concerning the project "Project described more particularly in Appendix A which
is attached hereto and incorporated herein by reference.
RECITALS:
A. The OWNER has heretofore caused to be prepared certain plans, specifications and other
documents (collectively, the "Contract Documents as hereinafter listed pertaining to the Project,
and the CONTRACTOR desires to furnish labor, tools, material, equipment and /or services, and to
perforiu the work "Work called for in the Contract Documents pertaining to the Project, upon
the terms and for the price(s) therein fully stated and set forth; and
B. The said Contract Documents accurately and fully describe the terms and conditions upon which
the CONTRACTOR is willing to furnish the labor, tools, material, equipment, services, and
perform the Work called for by the Contract Documents in the manner and time and for the price
(s) set forth therein.
THE OWNER AND CONTRACTOR AGREE AS FOLLOWS:
1.0 Contract Documents
1.1 This Agreement consists of the following Contract Documents all of which are as fully a part of
this Agreement as if set out verbatim herein or attached hereto and the same do in all particulars
become the Agreement between the parties hereto in all matters and things set forth herein and
described:
a. This Agreement, including any attachments or addenda hereto;
b. The Specifications;
c. The Additional Requirements;
d. The Request for Quotes and CONTRACTOR Quote;
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e. The Plans and Drawings;
f. The Performance, Payment and Maintenance Bonds;
g. The City of Cannel, Standard General Conditions for Construction Contracts 1997
h. All other documents defined as Contract Documents in any of the above listed documents.
1.2 In resolving conflicts, errors, discrepancies and disputes concerning the nature, character, scope or
extent of Work to be performed or furnished by the CONTRACTOR hereunder, or other rights and
obligations of the OWNER and/or CONTRACTOR, the provision of a Contract Document
expressing the greater quantity, quality or scope of the Work, or imposing a greater obligation
upon the CONTRACTOR, or affording a greater right or remedy to OWNER, shall govern,
without regard to the party who drafted such provision; otherwise, the Documents shall be given
precedence in the order as listed in paragraph 1.1 herein above.
2.0 Contract Price
2.1 The CONTRACTOR shall, in strict conformity with the Contract Documents, furnish all
necessary labor, tools, materials, equipment, services, and shall assume and fulfill all obligations
and perform all Work required to construct, complete, and make ready for use by the OWNER the
Project, for a total contract price not to exceed One Hundred Five Thousand Seven Hundred
Dollars (S105,700.00), which price the CONTRACTOR agrees to accept as full payment for all
such Work actually performed and accepted as described in the Contract Documents (the
"Contract Price The CONTRACTOR agrees that the Contract Price shall be deemed full and
complete compensation for all direct and indirect costs for each respective item of Work, including
without limitation, all materials, labor, supervision, equipment, transportation, warranties, repairs,
replacement, overhead and profit for the item, complete and in place.
2.2 The above stated Contract Price will be paid to the CONTRACTOR in the manner and at such
times as set forth in the Contract Documents.
3.0 Contract Time
3.1 It is hereby understood and mutually agreed, by and between the CONTRACTOR and OWNER,
that the date of commencement and the time for completion of the Work as specified in the
Contract Documents are essential conditions of this Agreement.
3.2 The CONTRACTOR agrees that the Work shall be commenced no later than the date indicated in
the Notice to Proceed to be provided by OWNER to CONTRACTOR and that the Work shall be
perfoimed regularly, diligently and without interruption at such a rate of progress as will insure
"Substantial Completion" of the Project, including completion of performance testing and such
remedial work as may be required by the OWNER, by the dates specified in contract documents.
3.3 The CONTRACTOR and OWNER acknowledge and agree that the time allotted by this
Agreement for the performance and completion of the Work is reasonable and takes into account
any and all risks and adverse conditions which may befall the CONTRACTOR hereunder.
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4.0 Effective Date
This Agreement shall be deemed effective as of the date and year on which the last of the parties
hereto, or their representative, executes same.
5.0 Miscellaneous Provisions
5.1 OWNER'S Property
Any and all documentation (other than original tracings and original calculations) generated by
CONTRACTOR pursuant to this Agreement shall be considered OWNER'S exclusive property
and shall be disclosed only to OWNER and to no other person without OWNER'S prior express
written consent. CONTRACTOR shall keep confidential all working and deliberative material
pursuant to IC 5- 14 -3 -4.
5.2 Teiniination
Except as stated to the contrary herein, this Agreement may be suspended and/or terminated upon
such terms as are set forth in Article 14 of the City of Cannel, Standard General Conditions for
Construction Contracts 1997 (the "General Conditions
In the event an amount allegedly due hereunder is disputed and such dispute is not resolved to
OWNER'S satisfaction within ten (10) business days after notice of such dispute is given to
CONTRACTOR, OWNER shall pay such amount as is in dispute, under protest, into the City
Court of Carmel, which Court shall hold such money until notified of a resolution signed by both
parties hereto or until a final judgment is entered thereon.
5.3 Binding Effect
OWNER and CONTRACTOR and their respective officers, officials, partners, successors,
executors, administrators, assigns and legal representatives are bound by this Agreement to the
other party hereto and to its officers, officials, partners, successors, executors, administrators,
assigns and legal representatives in all respects as to all covenants, agreements and obligations
contained and/or incorporated herein.
5.4 No Third Party Beneficiaries
Nothing contained herein shall be construed to give any rights or benefits hereunder to any one
other than OWNER or CONTRACTOR.
5.5 Relationship
The relationship of the parties hereto shall be as provided for in this Agreement, and
CONTRACTOR, as well as its agents, employees, contractors, subcontractors and other persons
shall in no fashion be deemed to be an employee of OWNER. Furthermore, CONTRACTOR shall
be solely responsible for payment to or for its agents, employees, contractors, subcontractors and
other persons of all statutory, contractual and other compensation, benefits and obligations due
thereto, and OWNER shall not be responsible for same. Rather, the Contract Price to be paid
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hereunder by OWNER to CONTRACTOR shall, subject to the terms and conditions hereof, be the
full and maximum compensation and monies required of OWNER to be paid to CONTRACTOR
pursuant to this Agreement.
5.6 Insurance
CONTRACTOR shall maintain such bonds and insurance as are set forth in Article 5 of the
General Conditions.
5.7 Indemnification
CONTRACTOR shall indemnify and hold harmless OWNER, its officers, officials, employees,
agents and legal representatives from all losses, liabilities, claims, judgments, damages and liens,
including, but not limited to, all costs, expenses and attorney fees, arising out of any intentional or
negligent act or omission of CONTRACTOR and/or any of its agents, employees, contractors,
subcontractors or other persons in the perfouuance of this Agreement. This indemnification
obligation shall survive the termination of this Agreement.
5.8 Setoff
In addition to any right of setoff provided by law, all amounts due CONTRACTOR shall be
considered net of indebtedness from CONTRACTOR to OWNER, and OWNER may deduct any
amounts due or to become due from CONTRACTOR to OWNER and its subsidiaries from any
sums due or to become due from OWNER to CONTRACTOR hereunder.
5.9 Government Compliance
CONTRACTOR agrees to comply with all present and future federal, state and local laws,
executive orders, rules, regulations, codes and ordinances which may be applicable to
CONTRACTOR'S performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. CONTRACTOR agrees to indemnify
and hold harmless OWNER from all losses, liabilities, claims, judgments, damages and liens
resulting from any violation of such laws, orders, rules, regulations, codes and/or ordinances. This
indemnification obligation shall survive the termination of this Agreement.
5.10 Severability:
If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of
competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement
which can operate independently of such stricken provision shall continue in full force and effect.
5.11 Notice
Any notice, invoice, order or other correspondence required or permitted to be sent under or
pursuant to this Agreement shall be in writing and either hand delivered or sent by certified U. S.
mail, return receipt requested, addressed to the parties at the following address:
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OWNER: CONTRACTOR:
City of Carmel Globe Asphalt Paving Co, Inc.
Board of Public Works and Safety 2033 South Belmont Avenue
One Civic Square P. O. Box 21353
Carmel, Indiana 46032 Indianapolis, Indiana 46221
Attention: M. Kate Boyle, PE, City Engineer Attention: John Shumaker
(with a copy to City Attorney, Department
of Law, same address)
Notwithstanding the above, a Notice To Cease All Work under Paragraph 5.2 herein above may be
orally given, .as long as such notice is followed by written notice as provided in this Paragraph
5.11.
5.12 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of
Indiana, except for its conflict of laws provisions, as well as with all municipal ordinances and
codes of the City of Carmel. The parties agree that, in the event a lawsuit is filed hereunder, they
waive any rights to a jury trial they may have, agree to file 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.
5.13 Waiver
Any delay or inaction on the part of OWNER in exercising or pursuing any right and/or remedy
provided hereunder or by law shall not operate to waive any such rights or remedies.
5.14 Exhibits
All exhibits and/or appendices referenced herein or attached hereto, whether marked "Exhibit
"Appendix or by some other title, shall be considered a part of this Agreement.
5.15 Prior Agreements
This Agreement contains all of the agreements between CONTRACTOR and OWNER with
respect to the subject matter hereof, and no prior negotiations, agreements, understandings,
contracts, or representations pertaining to such subject matter, whether oral or written, shall be
effective for any purpose. No provision of this Agreement may be amended, added to or
subtracted from, except by an agreement in writing signed by all the parties hereto or their
respective successors in interest.
5.16 Representation and Warranties
Each party hereto represents and warrants that it is authorized to enter into this Agreement and that
such party, in executing this Agreement, has the authority to bind such party or the party which it
represents, as the case may be.
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5.17 Headings
All headings 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 provisions hereof.
5.18 Advice of Counsel
The parties warrant that they have read this Agreement and understand it, are fully aware of their
respective rights, have had the opportunity for the advice and assistance of an attorney throughout
the negotiation of this Agreement, and enter into this Agreement freely, voluntarily and without
any duress, undue influence, coercion or promise of benefit, except as expressly set forth herein.
IN WITNESS WHEREOF, the parties hereto set their hand on the dates below written:
"OWNER" "CONTRACTOR"
CITY OF CAPJMEL, INDIANA GLOBE ASPHALT PAVING CO., INC.
by and through its Board of Public Works
and Safer, 4
7
By: By:
r mes Brainard
Presiding Officer and Mayor Printed Name: J n 61 frl
Date: 0- Title: V )ce= r�s c c}2
Date: 3 I f q'S
By: t 4
Mary Ann urke, Membe
Date: g -(t--
By. r1G,
Bil 1 Walker, Member
Date: a/.si /g
ATTEST:
Diana Cordra IAM 1er 1 reasurer
Date: �I rg
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APPENDIX A
PROJECT: Construction of sidewalk along the north side of 106 Street
between Haverstick Road and Gray Road, and along the west
side of Gray Road.
WORK: As described by the Project plans and Contract Documents,
including, but not limited to:
The installation of concrete and asphalt sidewalks; the
extension of twin 84" x 60" culverts at Blue Woods Creek;
the installation of painted cross walk lines on 106 Street,
Haverstick Road, and Gray Road; and other incidental work
as described more fully by these construction documents.
DESIGN BY: Cole Associates Inc.
360 Century Building
36 South Pennsylvania Street
Indianapolis, Indiana 46204
OWNER'S REPRESENTATIVE: Ms. Kate Boyle, PE
City Engineer
City of Carmel
One Civic Square
Carmel, Indiana 46032
(317) 571 -2441
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