Contech Engineered/ENG/208,850/Materials Eliz. Warren Drain Repair Contech Engineered Solutions
Engineering 2012
Appropriation 211- R4462300; P.O. #25847
Contract Not To Exceed $208,850.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES 41
oc4
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 Contech Engineered Solutions, 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 211- R4462300 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 Two Hundred Eight Thousand Eight Hundred Fifty Dollars ($208,850.00) (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.
[Assrappsl \User Data A Imm\LA W' hare1\Prof Svcs Goads Ss, \Engm vmg\2012 \CONTECH ENGINEERED SOLUTIONS Goal, Remo:, do 4 /70/2012 1 18 PM]
Contech Engineered Solutions
Engineering 2012
Appropriation 211- R4462300; P.O. #25847
Contract Not To Exceed $208,850.00
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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Contech Engineered Solutions
Engineering 2012
Appropriation 211- R4462300; P.O. #25847
Contract Not To Exceed $208,850.00
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. E- VERIFY
Pursuant to I.C. 22 -5 -1.7 et seq., Company shall enroll in and verify the work eligibility status of all of its
newly -hired employees using the E- Verify program, if it has not already done so as of the date of this
Agreement. Company is further required to execute the attached Affidavit, herein referred to as Exhibit D,
which is an Affidavit affirming that: (i) Company is enrolled and is participating in the E- verify program, and
(ii) Company does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference,
and in its entirety, attached Exhibit D. In support of the Affidavit, Company shall provide the City with
documentation that it has enrolled and is participating in the E- Verify program. This Agreement shall not take
effect until said Affidavit is signed by Company and delivered to the City's authorized representative.
Should Company subcontract for the performance of any work under this Addendum, the Company
shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ
or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-
verify program. Company shall maintain a copy of such certification for the duration of the term of any
subcontract. Company shall also deliver a copy of the certification to the City within seven (7) days of the
effective date of the subcontract.
If Company, or any subcontractor of Company, knowingly employs or contracts with any
unauthorized aliens, or retains an employee or contract with a person that the Company or subcontractor
subsequently learns is an unauthorized alien, Company shall terminate the employment of or contract with
the unauthorized alien within thirty (30) days "Cure Period Should the Company or any subcontractor of
Company fail to cure within the Cure Period, the City has the right to terminate this Agreement without
consequence.
The E- Verify requirements of this Agreement will not apply, should the E- Verify program cease to exist.
\Usss apps) \User Data- Admm\LAW\eharul\Prof Sv, Goods Svc.+\Enguuvmg \2012 \CONTECH ENGINEERED SOLO IONS- Good.. Srv¢G. dtw.4 /30/2012 1 18 PM]
Contech Engineered Solutions
Engineering 2012
Appropriation 211- R4462300; P.O. #25847
Contract Not To Exceed $208,850.00
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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 AND Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
ATTENTION: Carmel, Indiana 46032
If to Vendor:
Address:
Telephone:
E -Mail:
ATTENTION:
Notwithstanding the above, notice of termination under paragraph 19 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.
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Contech Engineered Solutions
Engineering 2012
Appropriation 211- R4462300; P.O. #25847
Contract Not To Exceed $208,850.00
19. TERMINATION:
19.1 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.
19.2 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.
20. 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.
21. 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.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
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.
23. 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.
24. 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.
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1
Contech Engineered Solutions
Engineering 2012
Appropriation 211- R4462300; P.O. #25847
Contract Not To Exceed $208,850.00
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. 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.
27. 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 CONTECH ENGINEERED SOLUTIONS
by and through its Board of Public
Works and Safety
By: 7 By.
7 a es Brainard, Presiding 0 Authorize Signature
Dat CiA2-
Printed Name
Mary nn Burke, Member #141/A64C Dat-.
Title��
Lori S. W. 6 Member FID/TIN: I 77
D.-• 5 14 ��a�
Last Four of SSN if S le Proprietor:
ATTEST:
Date:
At
B na Cordray, IAMC rk Treasurer
Date:
f.2.. rappd\Lk, Dap AJmpV.AWbitarutd of SVC. S.¢'Eng� gl2UIRCONTECH ENGINEEREDSOLUy10NS Gad. Smia>.Jo&V30/OI21.I8 PM)
0"*2- Quotation Page# 1/3
EI3 G P 1FERED SOUfl I O S:
Quote QUO- 117961 -R2ZQ1 H
Date 4/26/2012 Account Name Cripe Architects Engineers Reply -To
Quote QUO 117961 -R2ZQ1 H Contact Name Cripe Architects Engineers Contech Rep. Angelyn Bidlack
Project Name River Road over Phone (317) 842 -6777 Address 5241 N. New Jersey St., Indianapolis,
Elizabeth Warner Drain IN, 46220
Project 450910 Fax (317) 841 -4798 Phone 317- 586 -3175
Email Fax
Email ABidlack @conteches.com
Contech's offer to sell the products described in this quotation is expressly conditioned upon Buyer's assent to the Contech Conditions of Sale "Contech Cos included herewith and /or
viewable at www.conteches.com /cos. A valid tax exemption certificate must be issued to Contech or sales tax will be added.
Item Description Pieces' .Quantity Extende Unit Unit Total
Unit Price'
CON /SPAN Bridge Span (ft) 12, Precast Rise (ft) 10, Length 1.00 1.00 $208,850.00 EA $208,850.00
(ft) 105.24, Cells 1, Headwalls Upstream Type Detached
Counterfort, Headwalls Upstream: Ht above top of unit (ft) 6,
Headwalls Downstream Type Detached Counterfort, Headwalls
Downstream: Ht above top of unit (ft) 6.5, Wingwall Product- Type
Anchor Wall, Wingwall #1: Length (ft) 48, Wingwall #2: Length (ft)
36, Wingwall #3: Length (ft) 40, Wingwall #4: Length (ft) 48,
Heaviest Pick Weight 23 tons, Notes for Quote HL -93 Live Load, 6'-
0" Cover Maximum, (1) Precast Wingwall 48' -0" Long x 16.375' Tall
to 15.235' Tall (Stepped), (1) Precast Wingwall 36-0" Long x 16.375'
Tall to 12.735' Tall (Stepped), (1) Precast Wingwall 40' -0" Long x
16.9' Tall to 12.76' Tall, (1) Precast Wingwall 48' -0" Long x 16.9' Tall
to 12.76' Tall, (1) Precast Headwall 5.95' Tall without impact, (1)
Precast Headwall 6.5' Tall without impact.
Total $208,850.00
(Tax not included) Net Total $208,850.00
StandardNotes 4
1.AII orders must be shipped within 30 days of manufacture or a storage charge applies equal to a maximum of 5% per month of the selling price of the
stored material.
2.Allowable unloading time for delivery trucks is two (2) hours. Demurrage charges of $75.00 per hour thereafter will be added.
3.Construction loadings typically exceed the intended post- construction live load used for design. Contact your Contech representative for specific
guidelines and limitations based on the construction live loads anticipated.
4.Contech will provide limited engineering design services for the following: the precast structure, reinforced concrete footings, backfill and installation
requirements in accordance with the scope of work below.
5.Flexible structures of the type on this project are reliant on the type of structural backfill used, the compaction of that material and the balanced placement
of structural backfill. Contact your Contech representative for specific information.
6.Notwithstanding anything else to the contrary in this Agreement, at the time of order, Contech will request a desired delivery date for the quoted materials
from the purchasing customer. After drawing approval and prior to manufacturing Contech will again confirm the requested delivery date with the
purchasing customer. If purchasing customer cannot take delivery of finished materials on requested date, and after Contech has manufactured the
product(s), Contech will invoice for the total amount of the order with payment due within 30 days. Additionally, Contech may also assess fees in the
amount of 10% of the total order for materials that are not shipped within 30 days after the requested delivery date for storage and handling.
7.One or more of the products quoted herein is nonstandard and not returnable. A down payment equal to 1/3 of the item(s) total is required and must be
received prior to commencement of any performance by Contech.
8.Prices are f.o.b. origin with freight allowed to the jobsite with unloading by others at a truck accessible location.
9.Quotation is based upon estimated (not guaranteed) quantities. Buyer must verify final quantities needed prior to commencement of work by Contech. If
Buyer elects to purchase from Seller only a portion of the material quoted, Seller retains the right to adjust its prices.
10.The estimated lead time for the submittal package is 3 weeks from the receipt of a signed purchase document and receipt of the required design
documents and project information. Approval review process is in addition to stated timeframes. The estimated manufacturing lead time for this material is
12 -14 weeks from the receipt of approved submittal documents.
11.The sale of these materials requires a preconstruction meeting be held that must include Contech and all parties directly involved in the construction
process.
12.This material will be manufactured for this particular project and is not subject to cancellation. See Section 19 of the Contech Cos.
13.This quotation expires 30 days from the date shown. Prices are firm for shipment within 120 days of the date of quotation and are subject to a maximum
escalation of 8% for each 30 days thereafter.
Exhibit k
j ob 3
C y ak.'
►g Quotation Page #2 /3
�E.NGt ftfb SO UTIO
Quote QUO-117961-R2ZQ1H
Scope "OfWork nh. _nn
=r.. n
CON /SPAN
CON /SPAN pricing includes precast concrete units, associated parapet headwalls and wingwalls with mounting hardware (if applicable and specified), joint
sealant material, masonite shims, filter fabric for vertical wingwali joints and perforated drain tile behind precast wall system. Contech will provide
installation drawings, shop drawings, structural calculations upon request, and on -site consultation during installation.
Pricing does not include any site preparation, foundation work, or installation of any kind. As part of the construction process, the contractor is to perform
the items listed below in accordance with the installation drawings:
1. Construct cast -in -place foundations
2. Unload and set structure utilizing crane
3. Grout the unit legs and wingwalls into the keyway
4. Apply all joint sealing material
5. Excavate for and backfill the structure
PAYMENT TERMS ARE 1/2 -10, NET 30 DAYS FROM DATE OF INVOICE UNLESS MATERIAL IS OTHERWISE NOTED AS NON STANDARD ABOVE. IF NON STANDARD, PAYMENT TERMS ARE
1/3 AT ORDER ACCEPTANCE AND PRIOR TO START OF PRODUCTION, 2/3 NET 30 DAYS FROM DATE OF INVOICE. THIS OFFER IS SUBJECT TO CREDIT APPROVAL. PRICES QUOTED APPLY
ONLY TO THE REFERENCED PROJECT AND ARE IN EFFECT FOR 30 DAYS FROM THE DATE OF QUOTATION. SELLER RESERVES THE RIGHT TO ADJUST PRICES AFTER 30 DAYS FROM THE
DATE OF QUOTATION BUT THE CONTECH COS REMAIN APPLICABLE. PRICES ARE BASED ON ESTIMATED QUANTITIES SHOWN. IF A DIFFERENT QUANTITY IS PURCHASED, CONTECH
RESERVES THE RIGHT TO ADJUST THE PRICES. THIS QUOTATION CONTAINS THE ENTIRE AGREEMENT WITH RESPECT TO PURCHASE AND SALE OF PRODUCTS DESCRIBED AND
SUPERSEDES ALL PREVIOUS COMMUNICATIONS, BUYER'S SIGNATURE BELOW, DIRECTION TO MANUFACTURE, OR ACCEPTANCE OF DELIVERY OF GOODS DESCRIBED ABOVE, SHALL
BE DEEMED AN ACCEPTANCE OF THE CONTECH COS. SELLER EXPRESSLY REJECTS ANY OTHER TERMS AND CONDITIONS. PRICES ARE F.O.B. ORIGIN WITH FREIGHT ALLOWED TO THE
JOBSITE WITH UNLOADING BY OTHERS AT A TRUCK ACCESSIBLE LOCATION. THIS QUOTATION IS ISSUED BY CONTECH ENGINEERED SOLUTIONS LLC. FOR ITSELF AND /OR ON BEHALF
OF ONE OR MORE OF ITS SUBSIDIARIES, INCLUDING, BUT NOT LIMITED TO, CONTECH STORMWATER SOLUTIONS LLC., CONTECH BRIDGE SOLUTIONS LLC., KEYSTONE RETAINING WALL
SYSTEMS. LLC., AND THOMPSON CULVERT COMPANY LLC.
Acceptance Contech Engineered Solutions LLC.
WE HEREBY ORDER THE DESCRIBED MATERIAL SUBJECT TO ALL By Angelyn Bidlack
TERMS AND CONDITIONS OF THIS QUOTATION AND IN THE Contech
Cos INCLUDED HEREWITH AND VIEWABLE AT www.conteches.com /cos
Company (0) 317 586 -3175
By (F)
Title (Cell)
Date Title
2"13
1 1 It
Alb= Quotation Page# 3/3
fig GINEERED'Soi iTI0NS
Quote QUO 117961- R2ZQ1H
Contech CONDITION OF SALES
1. ACCEPTANCE. This quotation is an offer to sell to potential Buyer nor the consignee shall have the right to divert or reconsign consistently maintained by Seller plus a reasonable profit
customer(s). BUYER'S RIGHT TO ACCEPT THIS OFFER IS such shipment to any destination other than specified in the bill of thereon, but in no event more than the contract price:
LIMITED TO BUYER'S ASSENT TO THE TERMS AND lading without permission of the Seller. Unless otherwise agreed (3) the cost f.o.b. Seller's plant of materials and supplies acquired
CONDITIONS PRINTED HEREON AND THE ATTACHED OR Seller reserves the right to select the mode of transportation. especially for the purpose of performing this contract; and
ACCOMPANYING QUOTE, AND NO TERMS ADDITIONAL TO OR (4) reasonable cancellation charges. if any, paid by Seller on
DIFFERENT FROM THOSE IN THIS OFFER ARE BINDING ON 8. PAYMENTS AND LATE CHARGES ON PAST DUE account of any commitment(s) made hereunder.
SELLER. THERE ARE NO UNDERSTANDINGS, TERMS, ACCOUNTS. Buyer represents that Buyer is solvent and can and
CONDITIONS OF WARRANTIES NOT FULLY EXPRESSED will pay for the products sold to Buyer in accordance with the terms 17. SELLER'S RIGHT OF TERMINATION. In addition to the other
HEREIN. hereof. If Buyer shall fail to comply with any provision or to make rights of termination provided for in this contract, and if this
payments in accordance with the terms of this contract or any other contract is made pursuant to any governmental rule or regulation,
2. LIMITED WARRANTIES. Seller warrants that it can convey good contract between Buyer and Seller, Seller may at its option defer plan, order or other directive, upon the directive, effected or
title to the goods sold under this contract and that they are free of shipments or, without waiving any other rights it may have, impaired.termination thereof, Seller shall have the option of
liens and encumbrances. Seller also warrants that the goods sold terminate this contract. All deliveries shall be subject to the approval canceling this contract in whole or in part
under this contract are free from defects in material and of Seller's Credit Department. Seller reserves the right, before
workmanship for a period of one year after the date of delivery. making any delivery, to require payment in cash or security for 18. WAIVER. Failure or inability of either party to enforce any
There are no warranties, express or implied with respect to payment, and if Buyer fads to comply with such requirement, Seller right hereunder shall not waive any right in respect to any other or
products sold hereunder which are misused, abused, or used in may terminate this contract. A late charge of 1 -A% monthly (18% future rights or occurrences
conjunction with mechanical equipment improperly designed. used annual rate) or the maximum allowed by state law, if less, will be
or maintained or which are used, supplied for use or made available imposed on all past due accounts. 19. DELIVERY. Unless otherwise agreed to in writing by the
for use in any nuclear application of which Seller has not been Seller, the Buyer hereby agrees to take delivery of the materials
notified in writing by Buyer at the time of order for the products sold 9. TRANSPORTATION CHARGES. Delivered prices or prices on this order within the later of thirty (30) days after the wanted
hereunder. SELLER MAKES NO OTHER WARRANTY involving competitive transportation adjustments shall be subject to date shown on the face of the order or within thirty (30) days after
WHATSOEVER. EXPRESS OR IMPLIED. ALL IMPLIED appropriate adjustment to reflect changes in transportation charges. notification, oral or written, that the materials are ready for
WARRANTIES OF MERCHANTABILITY AND ALL IMPLIED shipment. In the event that the Buyer does not arrange to take
WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE 10. CLAIMS BY BUYER. Buyer shall thoroughly inspect products delivery of the materials in accordance with this Contract. Seller,
ARE DISCLAIMED BY SELLER AND EXCLUDED FROM THIS sold under this contract immediately upon receipt to verify for itself at Seller's option, may:
CONTRACT. that they conform to the specifications of the contract Buyer must (a) invoice the Buyer for the materials less freight if applicable:
notify Seller of claims for failure or delay in delivery within 30 days store the material in Seller's yard for a period not to exceed sixty
3. LIMITATION OF BUYER'S REMEDIES AND SELLER'S after the scheduled delivery date. Buyer must notify Seller of any (60) days from the date of invoice; charge a storage fee not to
LIABILITY. Seller's liability hereunder shall be limited to the claims for nonconforming or defective goods within 30 days after exceed 5% per month or fraction thereof of the selling price of the
obligation to repair or replace only those products proven to have the nonconformity or defect was or should have been discovered. In stored materials, add any applicable price increases listed on the
been defective in material or workmanship at the time of delivery, or addition, Setter must be given an opportunity to investigate the face of the order; charge for any repair work to protective coatings
allow credit, at Its option. Seller's total cumulative liability in any way claim before Buyer disposes of the material, or else Buyer's claim harmed by weathering while such material is being stored; and
arising from or pertaining to any product sold or required to be sold will be barred. Seller shall incur no liability for damage, shortages, charge applicable freight when shipment to the Buyer is made.
under this contract shall NOT in any case exceed the purchase or other cause alleged to have occurred or existed at or prior to Materials remaining in storage after sixty (60) days from the
price paid by Buyer for such products. IN NO EVENT SHALL delivery to the carrier unless the Buyer shall have entered full invoice date shall become the property of the Seller for disposition
SELLER HAVE ANY LIABILITY FOR COMMERCIAL LOSS, LOST details thereof on its receipt to the carrier. at the Seller's discretion. In that event, Buyer shall not be liable
PROFITS, CLAIMS FOR LABOR, OR CONSEQUENTIAL OR for the invoice price of the materials, but shall be liable for the
INCIDENTAL DAMAGES OF ANY TYPE, WHETHER 11. MECHANICAL PROPERTIES; CHEMICAL ANALYSES. Data storage fee and any repair work to protective coatings; or
BUYER'S CLAIM BE BASED IN CONTRACT, TORT, WARRANTY, referring to mechanical properties or chemical analysis are the (b) cancel the order and invoice the Buyer for cancellation
STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE. IT IS result of tests performed on specimens obtained from specific charges, which shall be 25% of the selling price of the materials if
EXPRESSLY AGREED THAT BUYER'S REMEDIES EXPRESSED locations of the product(s) in accordance with the materials are standard, in -stock material, or the full selling
IN THIS PARAGRAPH ARE BUYER'S SOLE AND EXCLUSIVE prescribed sampling procedures; any warranty thereof is limited to price if the materials are special or nonstandard in nature and
REMEDIES. the values obtained at such locations and by such procedures. were especially fabricated for the Buyer
There is no warranty with respect to values of the materials at other
4. LIMITATION OF BUYER'S REMEDIES AND SELLER'S locations. 20. PERIOD OF LIMITATIONS Buyer and Seller agree that any
LIABILITY FOR FAILURE OR DELAY IN DELIVERY. NO action by Buyer against Seller for a breach of this contract,
DELIVERY DATES ARE GUARANTEED. BUYER'S SOLE AND 12. PATENTS. Seller shall indemnify Buyer against attorneys' fees including any action for breach of warranty, or otherwise in
EXCLUSIVE REMEDIES AND SELLER'S ONLY LIABILITY FOR and any damages or costs awarded against Buyer in the event any connection with the goods sold under this contract, must be
ANY DELAY IN DELIVERY SHALL BE LIMITED AS SET FORTH legal proceeding is brought against Buyer by a third person claiming commenced by Buyer against Seller within one year after the
IN PARAGRAPH 3 OF THIS CONTRACT the material delivered hereunder in itself constitutes an infringement cause of action therefore accrues.
of any U.S. patent, provided Buyer gives Seller prompt notice of any
5. FORCE MAJEURE. In any event and in addition to all other such suit being brought, gives Seller the opportunity to defend any 21. CONFLICTING PROVISIONS OFFERED BY BUYER Any
limitations stated herein, Seller shall not be liable for any act, such suit, and cooperates with Seller with respect to any such terms and conditions of any purchase order or other instrument
omission, result or consequence, including but not limited to any defense; unless the material is made in accordance with material issued by the Buyer, in connection with the subject matter of this
delay in delivery or performance, which is (i) due to any act of God, designs, or specifications required by Buyer, in which case Buyer document, which are in addition to or inconsistent with the terms
the performance of any government order, any order bearing shall similarly indemnify Seller. and conditions expressed herein, will not be binding on Seller in
priority rating or order placed under any allocation program any matter whatsoever unless accepted by Seller in writing.
(mandatory or voluntary) established pursuant to law, local labor 13. PERMISSIBLE VARIATIONS The products sold hereunder
shortage, fire, flood or other casualty governmental regulation or shall be subject to Seller's standard manufacturing variations, 22 SEVERABILITY In case any provision of this contract shall
requirement, shortage or failure or raw material, supply, fuel, power tolerances and classifications be declared invalid, illegal or unenforceable, the validity, legality
or transportation, breakdown of equipment, or any cause beyond and enforceability of the remaining provisions shall not in any way
Seller's reasonable control whether of similar or dissimilar nature to 14. TECHNICAL ADVICE. Buyer represents that it has made Is be affected or impaired.
those above enumerated, or (u) due to any strike, labor dispute, or own independent determination that the products it is purchasing
difference with workers, regardless of whether or not Seller's is under this contract meet the design requirements of Buyer's project 23. APPLICABLE LAW. This contract shall be governed by, and
capable of settling any such labor problem. and are suitable for Buyer's intended application. Buyer further construed and enforced in accordance with, the laws of Ohio
represents that it has not relied in any respect on any written or oral Buyer and Seller specifically agree that any legal action brought
6 BUYER'S OBLIGATION TO PASS ON LIMITATION OR statements or advice from Seller, other than the standard product relating to this contract will be brought and tried in the federal
WARRANTIES AND REMEDIES. In order to protect Seller against specifications set forth in the most recent addition of Seller's district court in Cincinnati, Ohio, or, in the absence of jurisdiction,
claims by Buyer's buyer, if Buyer resells any of the goods published product brochures, in making that determination. the Butler County Court of Common Pleas in Hamilton, Ohio.
purchased under this agreement, Buyer shall include the language
contained in paragraphs 2 and 3 of this agreement, dealing with 15. TAXES. If this proposal includes furnishing labor to install REV. 06/08
Seller's limitations of warranties and remedies, in an enforceable products, applicable use taxes have been included in the prices
agreement with Buyer's buyer, or otherwise include language in an quoted. However, no other tax imposed in respect of the sale of the
enforceable agreement with its buyer that makes Seller's limitation products sold hereunder is included in any quotation by Seller. Any
of warranties and remedies binding on its buyer. Buyer shall also tax shall be added and paid by Buyer as part of the purchase price.
include a provision in its agreement with its buyer applying Ohio law
to any claims its buyer might assert against Seller with respect to 16 BUYER'S RIGHT OF TERMINATION. Buyer may terminate this
goods manufactured by Seller, and requiring Its buyer to bring any contract in whole or in part upon notice in writing to Seller. Seller
such action against Seller either in federal district court in shall thereupon cease work and transfer to Buyer title to all
Cincinnati, Ohio or the common pleas court for Butler County, Ohio completed and partially completed products and to any raw
Buyer shall defend, indemnify and hold Seller harmless from any materials or supplies acquired by Seller especially for the purpose
and all claims, causes of action, damages, losses or expenses of performing this contract, and Buyer shall pay Seller the sum of
(including reasonable attorneys' fees) that Seller incurs by reason the following'
of Buyer's failure to comply with this paragraph. paragraph. (1) the contract price for all products which have been completed
prior to termination;
7. PASSAGE OF TITLE. Title to the products sold hereunder shall (2) the cost to Seller of the material or work in process as shown on
pass upon delivery to the carrier at the point of shipment. Neither the books of Seller in accordance with the accounting practice
362)3
EXHIBIT D
AFFIDAVIT
c\C
being first duly sworn, deposes and says that
he /she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this
matter, could testify as follows:
1. I am over eighteen (18) years of age and am competent to testify to the facts contained
herein.
2. I am noanat times relevant he n ve een employed by
ea 1�1ce/' e.Q (,t, -1 (the "Employer
in the position of <.f t tik_.
U
3. I am familiar with the employment policies, practices, and procedures of the Employer and
have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E -Verify program. Documentation
of this enrollment and participation is attached and incorporated herein.
5. The Employer does not knowingly employ any unauthorized aliens.
6. To the best of my information and belief, the Employer does not currently employ any
unauthorized aliens.
7. FURTHER AFFIANT SAYETH NOT.
EXECUTED on the day of 20 i
Printed: Qat)
I certify under the penalties for perjury under the laws of the United States of 'ca and the State of
Indiana that the foregoing factual statements and representati are true .rrect.
411,
Printed: ilefilA Li
O INDIANA RETAIL TAX EXEMPT PAGE
CERTIFICATE NO. 003120155 002 0
Carmel PURCHASE ORDER NUMBER
FEDERAL EXCISE TAX EXEMPT '2-c(?-49—
35- 60000972
ONE CIVIC SQUARE THIS NUMBER MUST APPEAR ON INVOICES, A/F
CARMEL, INDIANA 46032 -2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS
SHIPPING LABELS AND ANY CORRESPONDENCE
ORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL 1997
3CHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
A 301
L ■Nke.cV\ E o c o\ ;ci.5
I SHIP
ENDOR T d 1\1C N �V Si E ��t ;t /1 TO EV i .V1
cls .i `�b22c7
DNFIRMATION BLANKET CONTRACT PAYMENT TERMS FREIGHT
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
f E .170---,/ r
/7 0 tV ocyc/e.y e 4
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'`9/N
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ale, v as te. h�:.,`�
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Send Invoice To: t
1 120% 1 g--73
2Al 1....44L
PLEASE INVOICE IN DUPLICATE °m C0 C 1 0 2S%SS)
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
PAYMENT
A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O.
NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND
VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED.
SHIPPING INSTRUCTIONS I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
SHIP REPAID.
C.O.D. SHIPMENTS CANNOT BE ACCEPTED.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL ORDERED BY
SHIPPING LABELS.
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 TITLE
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
CLERK TREASURER
AF' fl A "Y vnun■•• w0,