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PSI/Relocate Lines/Ditch RdUTILITY REIMBURSEMENT AGREEMENT (Carmel Ditch Road/136~ Street Project) APPROVED AS TO FORM BY THIS AGREEMENT, made and effective this ~(~----~ day of ~l~w"~'l , 2005, ~s by and between PSI Energy, Inc., an Indiana electric public utility corporation (hereinafter referred to as "PSI"), and the City of Carmel, an Indiana municipal corporation, acting by and through its Board of Public Works and Safety (hereinafter referred to as "the City"). WlTNESSETH: WHEREAS, as an Indiana public utility, PSI has the right under Indiana law to construct, operate and maintain its utility facilities upon Indiana public road rights of way including but not limited to, the City's Ditch Road~136th Street in Carmel, Indiana; and WHEREAS, pursuant to that legal right, PSi has constructed and now operates and maintains cedain overhead electric line facilities upon Ditch Road/l$6fh Street, all of which are more particularly described'~n the attached Exhibit "A" (hereinafter referred to as "the Utility Facilities"); and WHEREAS, the City needs to make certain improvements to Ditch Road~136~ Street, and the City and PSI have determined that the Utility Facilities will need to be relocated before this improvement can be made by the City; and WHEREAS, the City has acquired or will acquire at the expense of the City, a relocation area on public road right of way for the Utility Facilities which is nodh of 136th Street, and PSI has acquired an easement area which is south of 136th, both of which areas PSI has determined are suitable and are hereinafter referred to as "said relocation area"; and WHEREAS, the City has requested PSI to relocate the overhead Utility Facilities to said relocation area in an underground manner, as described on Exhibit "A;" and WHEREAS, PSI is willing to relocate the Utility Facilities in an underground manner to said relocation area; provided that the City reimburses PSI for the costs actually and reasonably incurred by PSI so to do (with the preliminary estimated cost as hereinafter described, being paid to PSI by the City before PSI commences "the Work" as such term is hereinafter defined), and for any costs actually and reasonably incurred by PSI in the future in the event the underground Utility Facilities need to be adjusted, removed, supported, altered, and/or relocated at any time or times (a) for another highway improvement project and/or (b) for any other project of the City or other governmental entity; and WHEREAS, the City is willing to reimburse PSI 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 PSI and the City, hereinafter contained, PSI and the City do hereby agree to and with each other, as follows: SECTION I. PSI with its regular construction or rflaintenance crew and personnel, at its standard schedule of wages and working hours, or by an approved contractor, will relocate the overhead Utility Faciliites in an underground manner to said relocation area, as described on Exhibit "A" (hereinafter referred to as "the Work"). The preliminary estimated cost thereof is $79,837.00 as shown on the attached Exhibit "B." SECTION II. The City shall reimburse PSI for the actual and reasonable costs incurred by PSI to perform the Work within thirty five (35) days after receiving a written, itemized statement for the Work from PSI. PSI shall have the right to submit such statements for progress payments as the Work proceeds. At such time PSI determines the actual costs of the Work are likely to exceed I~y more than $15,000.00 the preliminary estimated cost as shown in Exhibit "B," PSI shall advise the City, in writing, specifying the likely amount, and not proceed luther with the Work until the City notifies PSI in writing to proceed, 2 SECTION III. PSI shall not start the Work until (a) written notice has been given to PSI by the City that the Work has been authorized and funds are available to reimburse PSI, (b) the City has denoted the public road right-of-way line by staked survey or other proper means, and (c) the City had paid PSI 50% of the aforestated preliminary ~ estimated cost of $79,837.00. Delivery of said written notice by the City to PSI shall also constitute City's affirmation that it has acquired the necessary public road right-of-way area for the relocation area and the Work. SECTION IV. The City shall also reimburse PSI for any costs actually and reasonably incurred by PSI in the future in the event the underground Utility Facilities need to be adjusted, removed, supported, altered, and/or relocated at any time or times (a) for another City highway improvement project and/or (b) for any other project of the City or other governmental entity. SECTION V. PSI, 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 hedhis hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment because of hedhis race, color, religion, national origin or ancestry. Breach of this covenant may be regarded as a material breach of this Agreement. SECTION VL PS~ sha~l indemnify and hold harmless the City from and against any and all legal liabilities and other expenses, claims, costs, losses, suits or judgments for damages, or injuries to or death of persons or damage to or destruction of property arising out of the Work (hereafter "Claim"); provided, however, that to the extent the City is negligent or engages in intentional misconduct with respect to the occurrence or occurrences giving rise to the Claim, PSi shall have no duty to indemnify and hold harmless the City. IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be executed by through their duly authorized representahves, effective the date first above written. PSI ENERGY, INC. } f~nature) Name, Printed or Typed) ( ¢osition)J CITY OF CARMEL, BY AND THROUGH ITS BOARD OF PUBLIC WORKS AND SAFETY By: /~.~,.' /'~~ ,Mayor Prir~/ed Name: /'~,<~,¢/,¢''/¢/~,L-) J¢~ Dated:Printed Title: ~/~ By: . . , Member Printed Na~: Printed Title: Dated: ~ ~ ~ By: , ., Member Printed~ In~ S, ~a~ Printed Title: ~ 8¢m ~ ~ Dated: W~/O~~