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HomeMy WebLinkAboutEagle Valley, Inc/Util ..' AGREEMENT City of Carmel, Indiana THTS 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 Eagle Valley. Tnc.("CONTRACTOR"), concerning the project ("Crooked Stick Lane/Ditch Road Water Line Extension") described more particularly in Appendix A which is attached hereto and incorporated herein by reference. RECTT ALS: 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 has filed a bid proposal ("Proposal") to furnish labor, tools, material, equipment and/or services, and to perform 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 describc 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 DocumeI\ts and inthc 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 hereto; b. All Addenda issued prior to receipt of bid proposals, whether or not receipt thereof has been acknowledged by CONTRACTOR in its Proposal; c. The Specifications; d. The Additional Requirements; e. Notice to Bidders; f. Instructions to Bidders; g. Plans and Drawings; h. Performance, Payment and Maintenance Bonds; AR-l I. CONTRACTOR'S Itemized Proposal and. Declarations; and J. All other documents defined as Contract Documents in any of the above listed documents. 1.2 In resolving conflicts, errors, discrepancics and disputes concerning the nature, character, scope and/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 ofthe 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 CONTRf\CTOR shall, in strict conformity with the Contract Documents, furnish all necessary labor, tools, materials, equipment, services, assume and fulfill all obligations and perform all Work required to construct, complete, and make ready.for use by the OWNER at the Unit Prices as quoted in the. Proposal for a total contract price not to exceed $629,882.50 Base Bid, subject to any additions or deletions based on actual approved quantities of the respective unit price items, wliich price. the CONTRACTOR agrees to accept as full payment for all such Work actually perfonned and accepted as described in the "Contract Items aild Unit Prices specification" and other Contract Documcnts (the "Contract Price"). The CONTRACTOR agrees that each unit price shall be deemed full and complete compensation for all direct and indirect costs for the 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. 22 The above stated Contract Price will be paid to the CONTRACTOR in the manner and at such tilT)es as set forth in the Contracl.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 conunencement and the time. for completion of the Work as specified in the Contract Documents are essential conditions of this Agreement AR-2 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 perfonned regularly, diligently and without interruption at such a rate of progress as will insure "Slibstantiai 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 the 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 C01\1TRACTOR hereunder. 4. 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. Miscellaneous Provisions 5.1 OWNER's Property Any and all documentation (other than ,original (racings 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 Termination Except as expressly stated to the contrary herein, this Agreement may be suspended and/or terminated upo'n such tem1S as are set forth in Article 14 of the City of Carmel. Standard General Conditions for Construction Contracts 1997 (the "General Conditions"), as incorporated herein by this refercnce. In the event any amount allegedly due hereunder is disputed and such dispute is not resolved to OWNER's satisfaction within ten (10) business days af1er notice of such dispute is given to CONTRACTOR, OWNER shall pay such amount as is in dispute, under protest, into the City Court of Cam1el, which Court shall hold such money until notified of a resolution signed by both parties hereto or until a final judgment is entered thereon. AR-3 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 the officers, officials, partners, successors, executors, administrators, assigns and legal representatives of such other party in all respects as to all covenants, agreements and obligations contained andior incorporated herein. 5.4 No Third Party Beneficiaries Nothing contained herein shall be construed to give any rights or benefits hereunder to. anyone 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, slibeontra9tors, outside sources 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, outside sources and other persons 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 hereunder by OWNER to CONTRACTOR shall, subject to the temlS and. conditions hereof; be the full and maximum compensation and monies reqlliredof OWNER to be paid to CONTRACTOR pursuanHo 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 and liens, ineludi'ng, 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, outside sources and/or other persons in the perfonllance of this Agreement. The failure to clo so shall constitute a material breach of this Agreement. This indemnification obligation shall survive the.temlinatioil of this Agreement. AR-4 . 5.8 Setoff In addition to any right of setoff provided by law, all amounts due CONTRACTOR shall be considered net of indebtedness of CONTRACTOR to OWNER, and OWNER may deduct any amounts due or to be come due from CONTRACTOR to OWNER 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 perfollnancc of its obligations under this Agrecment, and all relevant provisions thereof are incorporated herein by this reference. CONTRACTOR agrees to indemnify and hold harmless OWNER -from any loss, damage or liability 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 Severabilitv. 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 postage prepaid, U.S. Certified mail, return receipt requested, addressed to the parties at the following address: OWNER: CONTRACTOR: City of Carmel Board of Public Works and Safety One Civic Square Carmel, IN 46032 Attention: John Duffy (with a copy to City Attorney, Department of Law, same address) Eagle Valley, Inc. 3401 North Raceway Road Indianapolis, Indiana 46234 Notwithstanding the above, a Notice To Cease All Work issued under or pursuit to Paragraph 5.2 hereinabove may be orally given, as long .as such noticc i~ thereafter followed by written notice as provided in this Paragraph 5,11 within five (5) business days of the date of such oral notice. AR-5 5.12 Governiiig Law This Agreel)1ent ~halJ bed~ov~rhed byand cortstf\!ed ihaccqrdance with the laws of the: St~te.of indiana, except for its conflict Of laws pro~isions; as welLas'withal! 'mwlicipal ordinances.andcodes'ofthe City ofCmmeI. The parties further"agree that, in the,ellent a.lawsuit is filedhereuitder, tbeywa'iveahy tights to a](ity trial they may have, agree to file any osuch laWsuit ;;1 \jn appropriate.,court.in Hamihon County, IIidiana orily;and agree that such court :is the appropriate. venue for and has jurisdiction over same: . 5.13 Waiver Any delay or 'partial inactiOll ()n the part of OWNER in "exerCising.or pllrsuing any righLand/or remedy provided hereunder or'by law shall. not operate to waive any such rights or remed'ies. 5.14 Exhibits All. exhibits apd/orappendiges Tefe~enc.ed l]er~iT;, ~hether marked "E;i;hibit"; "Appelidix", or by sort1e other tiiIe; shilfbeconsidered a part ofthlsAgreement. 5.15 Prior Agreelllents This Agreement contains: all ,of the' agreementsoftheparties.heretowith.respect.to the subjeet ,matter hereof, and supersedes all. prior negotiatiCJn.s, rep[e'~eiitati.ons, and/or contra~ts,,either grill or v;Critten, re1ipective thereto, 5.16 Representatiort and'Warranties Each party hereto -represents and watTants. that it. is ,authorized to enter in'to. this Agreemcnt, and .that such party, in executing tliis Agreen!ent, has the: authority to bind.such,party or the party ",;hich it represents, as'the case inay be. 5.17 Headin'gs 'Alfh~adingsaI1d'sections ofthis Agreement arejnserted 'for- convenience'only and do not fomla~parFof this'Agrecmcntnor limit, expand or oilieJ;Wjse'alterthe:meanil~g 'of any provision(h,creoI 5,18 Adviceibf Gduilsel Thej:Jarties warranVthatthey have read this Agreement and, understand!t; arc fully aware of 'their respective rights, have had th_e opp01:tunity fCJf tl1e \j~yic_e and assistance of aJl\lJtQTIWY throughout the neg(jtiation oftllis Agreemeht,)ilnd enterinto this Agreement freely,voHmtar-ilyand without any duress; unciuc,in'fluence, coercion or promise of benefit, except' as expressly set forth,herein, - AR,6 5,19 Entire Acieement ThisAgreement; togsther'wjtl\an~:a,ttachlnc'ntsheretiJ or fef~iellc.ed himSil\,,-constittites the entire agreement between Verfdor'and~City with respecHo thesubject.rnatter'heteof, and supersedcs all prior oral ol,;writtenrepresentations and agreements regarding same, Notwithstanding anyother'.teml or conditiqn set J0I1hhereiil, but subject to paragrilph 5.10 hereof, tothe'e((tent,anyt~ml or c'oildition contaIned iii,anyex,hibltattached tothjs Agreement conflicts with any term.,or condition contained in this,Agreement, the teim or condition contained:in this. Agreement shall govern and prevail, unless the 'parties hereto, or thcir.S\lcc.essors in, iTlteres(, xXRresslyand in writing agrec o,theI:wt~.e. T~is Agreement may only be ll10difiedl\y wfitten [ltllendinen(. executed by both parties hereto, or their successorsiin,interest. IN WITNESS'WHEREOf,the parties. hereto seLtheir,handonthe dates below written: / ing;Officer BY:,' OWNER: CITY ,OF CARMEL, INDIANA . , by and through its Board of Public Works and Safety BY: Printed Name: Title: ?11.--t3S.IDe1/T t/30/0t Date:1? - 3.0 - CJ7 YLtY/{jJ~ Date: Lori Watson,:Member ;i;solo l " r Date: AR-7