Water Reimbursement Agreement - Langston DevelopmentAPPROVED AS TO FORM 811-4‘
WATER REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF CARMEL,
INDIANA AND LANGSTON DEVELOPMENT COMPANY, INC.
This Agreement is entered into by and between the City of Carmel, Indiana by and
through its Board of Public Works and Safety (herei after "City" and Langston Development
Company, Inc. (hereinafter "Langston ") on this 1 day of , 2005.
WITNESSETIJ:
WHEREAS, the City had duly adopted and enacted City Code Chapter 9, Division II,
Sections 9 -25 through 9 -44 (collectively, the "Ordinance ") that provides in part for the
reimbursement from the "Water Availability -Mains Fund" of private funds expended to extend
and oversize the water distribution system, as well as the method of reimbursement; and
WHEREAS, the City desires to oversize and extend a water transmission main for future
development in the West Road area and other future areas as follows:
A. Construction Materials — SEE ATTACHED EXHIBIT "A"
(As per certified Construction Drawings from Weihe Engineers, Inc. on file in the
Department of Utilities entitled Glen Oaks Subdivision, Off -Site Water Main
Plan, Details and Specifications, Project Number W03 -0984, and approved July
18, 2005
WHEREAS, Langston desires to receive refunding of reimbursable monies expended on
the Developments, pursuant to the Ordinance.
NOW THEREFORE, the parties agree as follows:
A.
B.
C.
D.
The foregoing recitals are hereby incorporated herein and made part
thereof.
This written agreement is entered into subsequent to the completion of
construction of the Developments.
Langston shall advance the sum of 574,106 (Seventy Four Thousand, One
Hundred Six Dollars), to or on behalf of the City to pay for the over sizing
of the trunk water distribution system (the "Water Extension "), the
description of which is as follows: Glen Oaks Subdivision, Off -Site Water
Main Plan, Details and Specifications, Project Number W03 -0984
The City has determined that the above expenditure is necessary to
provide water to adjacent real estate and to meet the requirements of the
City.
E.
F.
G.
J.
K.
The City and Langston agree that Langston shall be entitled to
reimbursement of the sum of $74,106 (Seventy Four Thousand, One
Hundred Six Dollars) , pursuant to and in accordance with the terms of the
Ordinance, such monies to be paid solely from the "Water Availability -
Mains Fund" established by acreage availability charges assessed by the
Ordinance.
The City's sole obligation hereunder shall be to repay the above sum or
such portion of the above sum as may be available for payment from
monies deposited in the "Water Availability -Mains Fund" only, in
accordance with the payment provisions set forth in the Ordinance, and the
City does not incur any liability whatsoever for the repayment of same
other than to make such payments as are properly available under the
Ordinance from monies deposited in the "Water Availability -Mains
Fund ".
Subject to the terms of the Ordinance and this Agreement, payments from
the "Water Availability -Means Fund" to Langston towards the satisfaction
of the sum set forth above shall be made on a quarterly basis. Such
payments to Langston shall be prior to any other payments from the
"Water Availability -Mains Fund" to any other persons pursuant to similar
agreements entered into subsequent to the date of this Agreement.
The City does not guarantee Langston the advanced funds referenced
herein will be fully reimbursed.
Langston agrees to comply with all present and future federal, state and
local laws, executive orders, rules, regulations, codes and ordinances
which are applicable to Langston's performance of its obligations under
this Agreement, and all relevant provisions thereof are incorporated herein
by this reference. Langston agrees to indemnify and hold harmless City
from any and all losses, damages costs, attorney fees and /or liabilities
resulting from any violation by Langston and /or its employees of such
law, order, rule, regulation, code or ordinance. This indemnification
obligation shall survive the temiination of this Agreement.
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 by all City ordinances and codes. The parties further agree that,
in the event a lawsuit is filed hereunder, they 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.
Langston shall indemnify and hold harmless City and its officers, officials,
employees, agents, and assigns from any and all losses, liabilities, claims,
judgments and liens including, but not limited to, all damages, costs,
expenses and attorney fees arising out of any intentional or negligent act
or omission of Langston and /or any of its employees and, except for
intentional misconduct of its agents, outside sources, contractors or
subcontractors, in the performance of the Developments, the Water
Extension and /or this Agreement. This indemnification obligation shall
survive the termination of the Agreement.
L.
M.
N.
0.
P.
Q.
Langston represents and warrants that it and each of its employees agents,
contractors, subcontractors, and outside sources shall comply with all
existing and future laws of the United States, the State of Indiana and City,
prohibiting discrimination against any employee, applicant for
employment and /or other person in the subcontracting of work and /or in
the perforniance of any work on the Developments or the Water Extension
as contemplated by this Agreement with respect to hire, tenure, terms,
conditions or privileges of employment or any matter directly or indirectly
related to employment, subcontracting or work performance hereunder
because of race, religion, color, sex, handicap, national origin, ancestry,
age, disabled veteran status or Vietnam era veteran status. The City
reserves the right to collect a penalty as provided in IC5- 16 -6 -1 for any
person so discriminated against. This indemnification obligation shall
survive the termination of the Agreement.
Langston shall not cause or permit the filing of any lien on any of City's
property. In the event such a lien is filed of record and Langston fails to
remove it within thirty (30) days after the date of filing thereof, by
payment or bonding, the City shall have the right to pay such lien or
obtain such bond, all at Langston's sole cost and expense. Langston shall
indemnify and hold harmless the City from any and all such liabilities,
losses, claims, costs, attorney fees, expenses and /or damages incurred by
the City in connection with any such line or the removal thereof. This
indemnification obligation shall survive the termination of this
Agreement.
In any provision or portion of this Agreement is held to be invalid, illegal
or unenforceable by a court of competent jurisdiction, that provision or
portion thereof 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.
The City and Langston, and their respective officers, officials, agents,
partners, successors and assigns are bound to other and to its officers,
agents, partners, successors and assigns in all respects as to all terms,
conditions and obligations of this Agreement.
This Agreement contains the entire agreement of and between the parties
hereto with respect to the subject matter hereof, and no prior agreement,
understanding or representation pertaining to such subject matter, written
or oral, shall be effective for any purpose. No provision of this Agreement
may be amended, added to or subtracted from excerpt by an agreement in
writing signed by both parties hereto and/or their respective successors in
interest.
Each party hereto represents and warrants that it is authorized to enter into
this Agreement and that any person or entity executing this Agreement on
behalf of such party has the authority to bind such party or the party which
they represent, as the case may be.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
LANGSTON DEVELOPMENT COMPANY, INC. City of Carmel, Board of Public
Works and Safety
BY:
Authorized Sign
Ja„os R. ��s t
Printed Name
Title
Date:
0 c e pc...Gieerfi
(Me. y7j as /
M or James Brainard
Date: (5977— 05
Ma y An urke, Member
Date: g " % 7 -a
Lori
Date:
atson
ATTEST
t�Jr
J ember
124
„A. 94.0
ana Cordray, IAMC,
Clerk - Treasure
Date:
U/