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HomeMy WebLinkAboutUtility REimbursement/Citizens Water/Illinois Street UTILITY REIMBURSEMENT AGREEMENT ,�e"O6, 0 OcN THIS Utility Reimbursement Agreement ("Agreement") is entered into by and between The Department of Public Utilities of the City of Indianapolis d/b/a Citizens Water, a public utility with offices located at 1220 Waterway Blvd. Indianapolis IN, 46202 ("Citizens Water"), and the City of Carmel, Indiana, an Indiana municipal corporation, acting by and through its Board of Public Works and Safety ("City"), and shall be effective as of the last date on which it is signed by a party hereto. WITNESSETH: WHEREAS, pursuant to Indiana law, Citizens Water is authorized to construct, operate and maintain utility facilities in Indiana public road rights of way in a manner that does not interfere with the safe construction, maintenance and operation of'those roadways; and WHEREAS, Citizens Water has constructed and now operates and maintains in the City certain underground pipeline facilities (thc "Citizens Water Facilities") in the rights of way of Illinois Street (the "Illinois Street Extension"), which Citizens Water Facilities arc more particularly described on a work plan (the "Illinois Street Work Plan"), a copy of which is attached hereto as Exhibit A and incorporated herein by this reference; and WHEREAS, the City now needs to make certain improvements to the Illinois Street Extension, and the City and Citizens Water have determined that the Citizens Water Facilities need to be relocated before such improvements can be made; and WHEREAS, the City has acquired or will acquire, at the City's expense, a relocation area on a public road right of way for the Citizens Water Facilities that Citizens Water has determined is reasonably suitable for the relocation of the Citizens Water Facilities (the "Relocation Area"); and WHEREAS, the City has requested that Citizens Water relocate the Citizens Water Facilities underground in the Relocation Area, as is more specifically described on the Illinois Street Work Plan; and WHEREAS, Citizens Water is willing to relocate the Citizens Water Facilities to an underground location in the Relocation Area provided that the City reimburse Citizens Water for the costs actually and reasonably incurred by Citizens Water in doing so, pay the estimated cost of such relocation, as hereinafter described, to Citizens Water prior to the commencement of the relocation work (the "Relocation Work"), and pay Citizens Water for any costs actually and reasonably incurred by Citizens Water in the future in the event it is necessary to again adjust, remove, support, alter, and/or relocate the Citizens Water Facilities for another highway improvement project and/or for any other public works project of the City or another governmental entity; and WHEREAS, the City is willing to reimburse Citizens Water for such present and future costs subject to the terms and conditions contained herein. NOW, THEREFORE, for and in consideration of the mutual promises from, to, and between Citizens Water and the City, hereinafter contained, Citizens Water and the City do hereby agree to and with each other, as follows: SECTION I, Citizens Water, with its regular approved construction contractor, will relocate the Citizens Water Facilities to an underground location within the Relocation Area, as 2 described on the Illinois Street Relocation Plan, the preliminary estimated cost of doing so being Seventy One Thousand, Five Hundred Thirty Dollars and Sixty Six Cents ($71,530.66), as shown on the estimate ("Cost Estimate") attached hereto as Exhibit B and incorporated herein by this reference. SECTION II. The City shall reimburse Citizens Water for the actual and reasonable costs incurred by Citizens Water in performing the Relocation Work within thirty five (35) days after receiving a written, itemized statement of the same from Citizens Water. Citizens Water may submit more than one such statement as the Relocation Work progresses and in this manner receive progress payments as the project proceeds. At such time as Citizens Water determines that the actual cost of the Relocation Work is likely to exceed Fifteen Thousand Dollars ($15,000.00), Citizens Water shall advise the City of this fact, in writing, specifying therein the likely total cost of the Relocation Work, and Citizens Water shall not proceed further with the • Relocation Work until the City notifies Citizens Water in writing to proceed. SECTION III, Citizens Water shall not start the Relocation Work until: (a) written notice has been given to Citizens Water by the City that the Relocation Work has been authorized and funds are available to reimburse Citizens Water for the same, and (b) the City has denoted the public road right-of-way line in the Relocation Area by staked survey or other proper means. The City's notice to Citizens Water to proceed as contemplated herein shall constitute the City's affirmation that it has acquired the necessary public road right-of-way needed for the Relocation Area and the Relocation Work. SECTION IV. The City shall reimburse Citizens Water for any reasonable future costs actually incurred by Citizens Water in the event it becomes necessary to again adjust, remove, 3 support, alter, and/or relocate the underground Citizens Water Facilities for another City highway improvement project and/or for any other public works project of the City or another governmental entity. SECTION V. Citizens Water, and its contractor and subcontractors, if any, shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment because of race, color, religion, national origin or ancestry. Breach of this covenant constitutes a material breach of this Agreement. SECTION VI. Citizens Water shall indemnify and hold harmless the City from and against any and all legal liabilities and other expenses, claims, costs, tosses, suits or judgments for damages, or injuries to or the death of persons or damage to or the destruction of property arising out of the Relocation Work ("Claims"); provided, however, to the extent the City is negligent or engages in intentional misconduct that is the proximate cause of one or more Claims, Citizens Water shall to that extent have no duty to indemnify and hold harmless the City. SECTION VII. The parties have each had an opportunity to engage independent counsel to explain the provisions of this Agreement and their full legal effect, and the parties agree that this Agreement is being entered into voluntarily and not as a result of any duress or undue influence and only after the parties have each carefully and completely read and understand each and every term and condition of this Agreement. SECTION VIII This Agreement was negotiated and is intended to be performed 4 pursuant to the laws of the State of Indiana, Hamilton County, and shall be construed and enforced in accordance therewith, except for Indiana's conflicts of law principles. The parties agree that Hamilton County, Indiana is the proper venue for any cause of action filed under, pursuant to,or regarding this Agreement. IN WITNESS WIIEROF, the parties hereto have caused this Agreement to be executed by and through their duly authorized representatives. Approved and Adopted this / day of H I , 2014. The Department of Pubic tilities of the City of Indianapolis ("Citizens Water") 4 / Al .., Alt signature Date: _ I:-c610/' . M it .G. con `( P s,?r,ir *afar Printed Name and Title 67%77k PL CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: tames g Brainard, Presiding Officer Date: Mary An iiL urke, Member Date: 5---7--i y Lori Wax sn, Member 5 Date: S (-1 /Of f ATTEST: Diana ordray, I CA,, CI-/rG reasurcr Da! `��7 6 EXHIBIT A LEGAL DESCRIPTION • EXHIBIT A-1 DEPICTION EXHIBIT B PERMITTED EXCEPTIONS