Carmel/Peason Realty,LLC
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APPROVED AS TO FORM BY ~
WATER REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF. CARMEL,
INDIANA AND PEARSON REALTY, LLC
This Agreement is entered into by and between the City of Carmel, Indiana by and
through its Board of Public Works and Safety (hereinafter "City") and Pearson Realty, LLC
(hereinafter "Pearson") on this ~ day of February, 2007.
WITNESSETH:
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, Pearson desires to oversize and extend the on-site trunk water distribution
system for Nottingham Plaza located at 10650 North Michigan Road, Zionsville, IN 46077 (the
"Development") including a Sixteen inch (16") water main parallel to State Road 42] a distance
of approximately Four Hundred Fifty Three and Seventy Four One hundredths feet (453.74') as
follows: .
A. Construction Materials - SEE A TT ACHED EXHIBIT "A"
(As per certified Construction Drawings from Falcon Engineering,~IInc. on file in
the Department of Utilities entitled Pearson Ford Water Main Extension, and
approved ktili/w/IMo iD ,200'71
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WHEREAS, Pearson desires to receive refunding ofreimbursable monies. expended on
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the Developments, pursuant to the Ordinance.
NOW THEREFORE, the paI1ies agree as follows:
B.
The foregoing recitals are hereby incorporated herein and tpade part
thereof. '
This written agreement is entered into prior to the completion of
construction of the Developments.
Pearson shall advance the sum of $132,695.00 (One Hundred Thirty Two
Thousand, Six Hundred Ninety Five Dollars and No Cents~ 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: 106thth St
and Michigan Road Water Main Extension provide watelho adjacent real
estate and to meet the requirements of the City.
The City and Pearson agree that Pearson shall jbe entitled to
reimbursement of the sum of $132,695.00 (One Hundred Thirty Two
Thousand, Six Hundred Ninety Five Dollars and No Ce~ts), pursuant to
and in accordance with the terms of the Ordinance, such monies to be paid
A.
c.
D.
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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 fori: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 Av~ilability-Mains
Fund". '
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Subject to the terms of the Ordinance and this Agreement,'payments from
the "Water Availability-Means Fund" to Pearson towardsi,the satisfaction
of the sum set forth above shall be made on a quarterly basis. Such
payments to Pearson shall be prior to any other payments from the "Water
Availability-Mains Fund" to any other persons pursl!ant to similar
agreements entered into subsequent to the date of this Agreement.
The City does not guarantee Pearson the advanced funds referenced herein
will be fully reimbursed.
Pearson agrees to comply with all present and future federal, state and
local laws, executive orders, rules, regulations, codes i',and ordinances
which are applicable to Pearson's performance of its obligations under this
Agreement, and all relevant provisions thereof are incorpbrated herein by
this reference. Pearson agrees to indemnify and hold harmless City from
any and all losses, damages costs, attorney fees and/or liabilities resulting
from any violation by Pearson and/or its employees of such law, order,
rule, regulation, code or ordinance. This indemnification obligation shall
survive the termination of this Agreement. I,
This Agreement shall be governed by and construed in f1ccordance with
the laws of the State of Indiana, except for its conflict oflaws 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.
Pearson 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, alii' damages, costs,
expenses and attorney fees arising out of any intentional or negligent act
or omission of Pearson and/or any of its employees iand, 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 indemnificatiol1 obligation shall
survive the termination of the Agreement for a peri()d of two years
following completion of the water main construction work.
Pearson represents and warrants that it and each of its e,mployees agents,
contractors, subcontractors, and outside sources shall:comply with all
existing and future laws of the United States, the State ofllndiana and City,
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prohibiting discrimination against any employee, I:applicant' for
employment and/or other person in the subcontracting of ,}vork and/or in
the performance of any work on the Developments or the Water Extension
as contemplated by this Agreement with respect to hire,!i tenure, terms,
conditions or privileges of employment or any matter directly or indirectly
related to employment, subcontracting or work perform~nce hereunder
because of race, religion, color, sex, handicap, national ohgin, ancestry,
age, disabled veteran status or Vietnam era veteran st~tus. The City
reserves the right to collect a penalty as provided in IC54'16-6-1 for any
person so discriminated agairist. This indemnification obligation shall
survive the termination of the Agreement. 1
Pearson shall not cause or permit the filing of any lien 0]1 any of City's
property. In the event such a lien is filed of record and Pearson fails to
remove it within thirty (30) days after the date of fili'hg thereof, by
payment or bonding, the City shall ,have the right to pJy such lien or
obtain such bond, all at Pearson's sole cost and expensdl Pearson 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 remov~l thereof. This
indemnification obligation shall survive the termiri~tion of this
Agreement. I;
In any provision or portion of this Agreement is held to bJ invalid, illegal
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or unenforceable by a court of competent jurisdiction, tliat provision or
portion thereof shall, be stricken, and all other pro{isions of this
Agreement which can operate independently of such stricken provision
shall continue in full force and effect. Ii
The City and Pearson, and their respective officers, official!;, agents, ,
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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. Ii ,'.
This Agreement contains the entire agreement of and bet,,:,een the parties
hereto with respect to the subject matter hereof, and no prior agreement,
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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 except by an agreement in writing
signed by both parties hereto and/or their respective successors in interest.
P. 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.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written. '
FEARSON;REAL1'Y;'LI;C ".
.~. ';CEfY:OECi\:RMEk', <;~"II' '~';;';;:;.,:;".,.
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By and through its Board of
Works and Safety
BY:
yor Jam; B~nard
ate: 0 I? p.7
"(l$ y~
Mary Ann Burke, Member
Date:
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to?
ATTEST:
(h'll ivI, Johnson,
, ~rk for
Diana Cordra IAMC"
Clerk.Treasjler /
Date: i9 --; 1S?
M:\EDo.PEARSON FORO\WATER REIMBURSEMENT AGREEMENTBlank
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construction
CA.TA.LYST
management, Inc.
October 5th, 2006
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- -.~.Mr:~ohri'Pears6n~"~
Pearson Ford
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John, Ii
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Please find below the associated costs to install the new water main along Michigan Road as
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requested by the City of Carmel and as drawn by Falcon Engineering ('Water Plan', Sheets 1 of 2
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and 2 of 2 dated 7-13..06). I'
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1. Water Main installation
2.
3.
4.
Restoration: Finish Grade, seed and straw
Project Manager
Printina and plan distribution
TOTAL:
$123,648.00
$ 1,727.00
$ 456.00
$ 123.00
$125,954.00
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Please contact me if you have any questions
~LL-
Michael Fischer
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JR