Schutt-Lookabill Co./Engr (2)Engineering Department: AGREEMENT
Old Town Improvements - SW Quadrant
Project No, 03-02
APPROVED, AS TO
AGREEMENT FORM BY:~,
City of Carmel, Indiana
THIS 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 Schutt-Lookab/_[
co. ,In{':CONTRACTOR"), concerning the project ("Project") described more particularly in
Appendix A which is attached hereto and incorporated herein by reference.
1.0
1.I
RECITALS:
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
The said Contract Documents accurately and fully describe 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 Documents and in the manner
and time and for the price(s) set forth therein.
THE OWNER AND CONTRACTOR AGREE AS FOLLOWS:
Contract Documents
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;
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;
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Engineering Department: AGREEMENT
Old Town Improvements - SW Quadrant
Project No. 03-02
account any and ail risks and adverse conditions which may befall the CONTRACTOR
hereunder.
4. Effective Date
This Agreement shall be deemed effective as of the date and year on which the last of the
pa~ies hereto, or their representative, executes same.
5. Miscellaneous Provisions
5.1 OWNER's Property
Any and all documentation (other than original tracings 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 shail keep confidentiai 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 upon such terms as are set forth in Article 14 of the City of Carmel,
Standard Generai Conditions for Construction Contracts 2003 (the "General
Conditions"), as incorporated herein by this reference.
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 after notice of such
dispute is given to CONTRACTOR, OWNER shall pay such mount as is in dispute,
under protest, into the City Court of Carmel, which Court shail hold such money until
notified of a resolution signed by both parties hereto or until a final judgment is entered
thereon.
5.3 Binding Effect
OWNER and CONTRACTOR and their respective officers, officials, partners,
successors, executors, administrators, assigns and legai 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 and/or
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.
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Engineering Department: AGREEMENT
Old Town Improvements - SW Quadrant
Project No. 03-02
5.10 Severability.
5.11
5.12
5.13
5.14
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.
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: M. Kate Weese, PE, City Engineer
(with a copy to City Attorney,
Department of Law, same address)
Schutt-Lookabill Co., Inc.
1010 E. 86th St., Ste. #44A
Indianapolis, IN 46240
Attn: Ms. Janet L. $chutt
President
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 notice is thereafter
followed by written notice as provided in this Paragraph 5.11 within five (5) business
days of the date of such oral notice.
Governing Law
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 with all
municipal ordinances and codes of the City of Carmel. The parties further agree that,
in the event a lawsuit is filed hereunder, they waive any rights to a jury trial they may
have, 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.
Waiver
Any delay or partial inaction on the part of OWNER in exercising or pursuing any
right and/or remedy provided hereunder or by law shall not operate to waive any
such rights or remedies.
Exhibits
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Engineering Department: AGREEMENT
Old Town Improvements - SW Quadrant
Project No. 03-02
IN WITNESS WHEREOF, the parties hereto set their hand on the dates below written:
OWNER:
CITY OF CARMEL, INDIANA
by and through its Board of Public Works and
Safety //~
Z/~ames Brainard, Presiding ~ffi~er
Date: ,~7 --
CONTRACTOR:
SCHLITT-LOOKABILL CO., INC.
BY:
Printed Name: Janet L. Schutt
Mary Ann~BB ke, Member
Date:
Title: Pres ident
Date: March 3, 2003
Date:
Engineering Department: AGREEMENT
Old Town Improvements - SW Quadrant
Project No. 03-02
PROJECT:
WORK:
DESIGN BY:
OWNER'S REPRESENTATIVE:
APPENDIX A
Old Town Improvements - SW Quadrant
As described by the Project plans and Contract Documents
including, but not limited to:
Reconstruction of.' 1st Street SW from 4Ch Avenue
SW to Range Line Road; 3rd Avenue SW from 1st
Street SW to Main Street; Ist Avenue SW from lst
Street SW to Main Street. Also included are
sidewalk construction and/or reconstruction,
installation of curb and gutter, storm sewers,
street lamps/lighting, and water main.
CrossRoad Engineers, P.C.
3417 South Sherman Drive
Beech Grove, IN 46107
M. Kate Weese, PE
City Engineer
City of Carmel
One Civic Square
Carmel, 1N 46032
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City of Carmel
March 5, 2003
Ms. Janet L. Schutt
SCHUTT-LOOKABILL CO., INC.
1010 E. 86th Street, Suite 44A
Indianapolis, IN 46240
RE:
Agreement for Purchase of Goods and Services
City of Carmel, Engineering Department
No. 03.05.03.01
Dear Ms. Schutt:
On June 5, 2002, the Board of Public Works and Safety approved the above-referenced contract
to do business with your company. Enclosed is a fully executed copy of the Agreement for your
records.
Please review the attached sample Invoice, (Exhibit B of your contract). Although we do not
require you to use this specific form, we do ask that you please submit the information requested
on the sample invoice in a similar layout when submitting an invoice for services rendered. This
format replaces any other form previously used by the City and is effective upon approval of your
contract. Thank you for your cooperation.
If you have any questions or concerns, please do not hesitate to contact me at 317.571.2628.
Sincerely,
Enclosure
Z: CARMEL, INDIANA 46032 317/571-2400