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HomeMy WebLinkAboutRTS Water Solutions, LLC/UTILITIES/AgreementAGREEMENT THIS AGREEMENT is dated this 7th day of July, 2021, by and between the City of Carmel Utilities Owner") and RTS Water Solutions, LLC ("Contractor"). Owner and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows: ARTICLE 1 —WORK 1.01 Contractor shall complete all Work as specified or indicated in the Contract Documents. The. Work is generally described as follows: Water Meter Replacements — Unit Price Base Bid Phase I (Water & Sewer Customers) and Unit Price Base Bid Phase II (Meridian Corridor and West Side). Unit Price Add Alternate Bids for Phases I and II may be added to the Contract at the discretion of the Owner. ARTICLE 2 — ENGINEER 2.01 The Project has been designed by Wessler Engineering, Inc. (Engineer), which is to act as Owner's representative, assume all duties and responsibilities, and have the rights and authority assigned to Engineer in the Contract Documents in connection with the completion of the Work in accordance with the Contract Documents. ARTICLE 3 — CONTRACT TIMES 3.01 All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract. 3.02 Phase I: Water & Sewer Customers The Work will be substantially completed within 455 days after the date when the Contract Times commence to run as provided in Paragraph 4.01 of the General Conditions, and completed and ready for final payment in accordance with Paragraph 15.06 of the General Conditions within 485 days after the date when the Contract Times commence to run. The Owner reserves the right to not have Contractor move forward with Phase II. Phase II: Meridian Corridor & West Side The Work will be substantially completed within 810 days after the date when the Contract Times commence to run as provided in Paragraph 4.01 of the General Conditions, and completed and ready for final payment in accordance with Paragraph 15.06 of the General Conditions within 850 days after the date when the Contract Times commence to run. WATER METER REPLACEMENTS CITY OF CARMEL UTILITIES WESSLER PROJECT NO. 208718.04.001 AGREEMENT 00350-1 AO DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E 3.03 Liquidated Damages A. Contractor and Owner recognize that time is of the essence of this Agreement and that Owner will suffer financial and other losses if the Work is not completed within the times specified in Paragraph 3.02 above, plus any extensions thereof allowed in accordance with the Contract Documents. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for delay or error but not as a penalty), the Owner, in the form of a Change Order, may: Deduct from the monies due the Contractor $1,400.00 for each calendar day that expires after the time specified in Paragraph 3.02 for Substantial Completion until the Work is substantially complete. After Substantial Completion, if Contractor shall neglect, refuse, or fail to complete the remaining Work within the Contract Time or any proper extension thereof granted by Owner, the Owner, in the form of a Change Order, shall deduct from the monies due the Contractor $1,400.00 for each day that expires after the time specified in Paragraph 3.02 for completion and readiness for final payment until the Work is completed and ready for final payment. ARTICLE 4 — CONTRACT PRICE 4.01 Owner shall pay Contractor for completion of the Work in accordance with the Contract Documents an amount in current funds as follows: One Million, One Hundred Sixty-three Thousand, Two Hundred Twenty-two Dollars and Twenty-seven Cents ($1,163,222.27). For all Work, at the prices stated in Contractor's Bid. The Bid prices for Unit Price Work set forth as of the Effective Date of the Agreement are based on estimated quantities. As provided in Paragraph 13.03 of the General Conditions, estimated quantities are not guaranteed, and Engineer will determinate the actual quantities and classifications of Unit Price Work performed by the Contractor. ARTICLE 5 — PAYMENT PROCEDURES 5.01 Submittal and Processing of Payments A. Contractor shall submit Applications for Payment in accordance with Article 15 of the General Conditions. Applications for Payment will be processed by Engineer as provided in the General Conditions. 5.02 Progress Payments; Retainage A. Owner shall make progress payments on account of the Contract Price on the basis of Contractor's Applications for Payment as recommended by Engineer on a monthly basis during performance of the Work as provided in Paragraph 5.02.A.1 below. All such payments will be measured by the schedule of values established as provided in the General Conditions (and in the case of Unit Price Work based on the number of units WATER METER REPLACEMENTS CITY OF CARMEL UTILITIES WESSLER PROJECT NO. 208718.04.001 AGREEMENT 00350-2 DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E completed) or, in the event there is no schedule of values, as provided elsewhere in the Contract Documents. 1. Contractor will be eligible for payment on a per -unit basis when the new meter data transfer is uploaded and received by the Owner. 2. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts as Owner may withhold, including but not limited to liquidated damages, in accordance with the Contract Documents. 2. The Owner shall withhold five percent (5%) of the dollar value for all work for the project. At the Owner's discretion, the retainage to be withheld will be either ten percent (10%) of all work satisfactorily completed until the work is fifty percent (50%) completed, and nothing further after that, or five percent (5%) of all work satisfactorily completed. When the Work is substantially complete (operational or beneficial occupancy), the retained amount may be reduced below five percent (5%) to only that amount necessary to assure completion. On completion and acceptance on a part of the Work on which the price is stated separately in the Contract Documents, payment may be made in full, including retained percentages, less authorized deductions. B. Upon Substantial Completion, Owner shall pay an amount sufficient to increase total payments to Contractor to one hundred percent (100%) of the Work completed, less such amounts set off by Owner pursuant to Paragraph 15.01.E of the General Conditions, and less two hundred percent (200%) of Engineer's estimate of the value of Work to be completed or corrected as shown on the punch list of items to be completed or corrected prior to final payment. 5.03 Final Payment A. Upon final completion and acceptance of the Work in accordance with Paragraph 15.06 of the General Conditions, Owner shall pay the remainder of the Contract Price as recommended by Engineer as provided in said Paragraph. ARTICLE 6 — CONTRACTOR'S REPRESENTATIONS 6.01 In order to induce Owner to enter into this Contract, Contractor makes the following representations: A. Contractor has examined and carefully studied the Contract Documents and any data and reference items identified in the Contract Documents. B. Contractor has visited the Site, conducted a thorough, alert visual examination of the Site and adjacent areas, and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. C. Contractor is familiar with and is satisfied as to all Laws and Regulations that may affect cost, progress, and performance of the Work. WATER METER REPLACEMENTS CITY OF CARMEL UTILITIES WESSLER PROJECT NO. 208718.04.001 I_Ce7:1q uL 11 00350-3 DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E D. Contractor has considered the information known to Contractor itself; information commonly known to contractors doing business in the locality of the Site; information and observations obtained from visits to the Site; the Contract Documents; and the Site - related reports and drawings identified in the Contract Documents, with respect to the effect of such information, observations, and documents on (1) the cost, progress, and performance of the Work; (2) the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor; and (3) Contractor's safety precautions and programs. E. Based on the information and observations referred to in the preceding paragraph, Contractor agrees that no further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract. F. Contractor is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents. G. Contractor has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Contractor has discovered in the Contract Documents, and the written resolution thereof by Engineer is acceptable to Contractor. H. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. Contractor's entry into this Contract constitutes an incontrovertible representation by Contractor that without exception all prices in the Agreement are premised upon performing and furnishing the Work required by the Contract Documents. ARTICLE 7 — CONTRACT DOCUMENTS 7.01 Contents A. The Contract Documents consist of the following: 1. Contractor's Bid 3. Drug Testing Plan Certification 4. Agreement 5. E-Verify Affidavit 6. Performance Bond 7. Payment Bond 8. General Conditions WATER METER REPLACEMENTS CITY OF CARMEL UTILITIES WESSLER PROJECT NO. 208718.04.001 AGREEMENT t416B1.Yr1_! DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E 9. Supplementary Conditions 10. Specifications as contained in Project Manual dated Mav 2021 11. The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto: a. Notice to Proceed b. Change Order(s). c. Certificate of Substantial Completion B. There are no Contract Documents other than those listed above in this Article 7. C. The Contract Documents may only be amended, modified, or supplemented as provided in the General Conditions. ARTICLE 8 — MISCELLANEOUS 8.01 Terms A. Terms used in this Agreement will have the meanings stated in the General Conditions and the Supplementary Conditions. 8.02 Assignment of Contract A. No assignment by a parry hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 8.03 Successors and Assigns A. Owner and Contractor each representatives to the other representatives in respect to all the Contract Documents. 8.04 Severability binds itself, its successors, assigns, and legal party hereto, its successors, assigns, and legal covenants, agreements, and obligations contained in A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Contractor, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. WATER METER REPLACEMENTS CITY OF CARMEL UTILITIES WESSLER PROJECT NO. 208718.04.001 AGREEMENT DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E 8.05 Contractor's Certifications A. Contractor certifies that he has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Contract. For the purposes of this Paragraph 8.05: 1. "corrupt practice" means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the bidding process or in the Contract execution; 2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the bidding process or the execution of the Contract to the detriment of Owner, (b) to establish Bid or Contract prices at artificial non-competitive levels, or c) to deprive Owner of the benefits of free and open competition; 3. "collusive practice" means a scheme or arrangement between two or more Bidders, with or without the knowledge of Owner, a purpose of which is to establish Bid prices at artificial, non-competitive levels; and 4. "coercive practice' means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract. 8.06 Contractor's Work Force A. Contractor must perform 100% of the total price of the contract in any combination of: 1) work performed by the Contractor's employees; 2) materials supplied by the Contractor; and 3) services supplied directly by the Contractor's employees. WATER METER REPLACEMENTS CITY OF CARMEL UTILITIES WESSLER PROJECT NO. 208718.04.001 AGREEMENT 00350-6 DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E IN WITNESS WHEREOF, Owner and Contractor have signed this Agreement in triplicate (3 copies). This Agreement will be effective on July 7, 2021 (which is the Effective Date of the Agreement). OWNER: City of Carmel Utilities CONTRACTOR: RTS Water Solutions, LLC By: By: r m V% C a t W e CI C/ Title: CORPORATE SEAL] Attest: Title: Address for giving notices: 30 West Main Street Carmel, IN 46032 WATER METER REPLACEMENTS CITY OF CARMEL UTILITIES WESSLER PROJECT NO. 208718.04.001 Title: ViG2 Crct:d2n4- CORPORATE SEAL] Attest SrrANWorj '(20SINsOrJ Title: P205rCS AS5lSTAk3T Address for giving notices: 9240 NW 631 Street. Unit 6 Parkville, MO 64152 License No.: Where applicable) If Contractor is a corporation or a partnership or a joint venture, attach evidence of authority to sign.) AGREEMENT 00350-7 DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E Approved and Adopted this _ day of 20 CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E 7/21/2021 7/21/2021 7/21/2021 7/21/2021 7/21/2021