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Veolia Water Indpls/EngrCoavac? ? : a . 0V 0?, 05 AGREEMENT City of Carmel, Indiana THIS AGPEENIENT is- made,and entered' into by and between the. City of'Cannel, Indiana, acting br and tlrrougli;its Board of.Public Works and Safety ("ORINER") and 6wlm Orr-A 1N01?}LAR jlt ("CONTRACTOR"),,concerning the:projcct ("Project") described more particularly in Appendix A which is attached-hereto and incorpoYated herein by refereiicei RI?CITALS: A. The OWNER•has heretofore_eaused to be prepared certain,plans, specifications and other documents (collectively the "Contract Documents") as hereinaffter:listed pertaininguto the Project; and the CONTRACTOR has`fil'ed 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 andsevfiorth; and B. The said.Contraet Documents accurate h"and-fuIlydescribe-theAerms and'ednditions-upon which the: CONTRACTOR is willing to.. furnish the labor„ tools, material, equipment, services.' d perform the Work called,for by'the-Contract_ Docurr ents,and in•thc:manner and time and for the price(s) set forth. therein. THE OWNI ER AND CONTRACTOR.AGREE AS FOLLOWS 1.0 Contract: Documents 1.1 This Ageernent consists of the fallowing Conti acCDocumen s all of which arc as.fullya part,of this.Agrcemcnt as if set out verbatim herein or attached hereto and the same•do in .all-particulars become `the-Agreement between the parties hereto intalLmatters-and things sef fbrth'het•ein and described:. a. This Agreement. urcludmg any attachnteiits hereto; b. All Addenda issued prior to 'receipt of bid ,proposals', whether or` not receipt thereof has beeu.acknowledged by CONTRACTOR in its Proposal; C. Tile' Specifications; d. The.Ad_ditional Requirements; e. • Notice.to,Bidders: f, Instructions' to Bidders; g. Plans and Drawings; h. Performance. Payment and Maintenance,Bgnds; i. CONTRACT,OWSJteniized Proposal and, Declarations; and A-1 ?N j. All other: docuntents• defined gas Contract Documents in any.of the above. listed documetits:., .1.2 In resolving'conflicm, errors, discrepancies 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 0INVN~R,and/or CONTRACTOR, the provision'ofa,Contract Docurrient expressing the greater quantity, -quality or;scope of the Work, or imposing a:grearci obligation upon the CONTRACTOR; or affording a greater right or remedy to OWNER,. shall govern, without regard to the party who, drafted such provision; rotI erwise,_the'Doctimn fits shah be given precedehee`in.the order asjisted'in paragraph. . h hereimabove. 2.0 ContramPrice 2.1 The CON,TRACTOR.shall', in;strict conformity with the Coniract;Documents, furtush all necessary labor, tools,'_rnaterials, equipment. services, assunw and fulfill all obligations and perform all Work required.to construct, complete, and makc:ready;for use by the ONVNER at the Unit Prices as quoted in the".P,roposal for a total contract price not to exceed $_ .3 ©$ {a :flea Base Bid, subject to any- addition's or. deletions based on-actual approved quantities of'the respective unit. price items, which price the CONTRACTOR agrees to, accept as- full payment lfor.all such Work actually performed and accepted_as,deseribed in the "Contractlte.nis.and Unit:Prices specification" and`other Contract Documents (the "Contract Price"). The CONTRACTOR agrees'that each unit price shall be deemed full and completes compensation for all direct and indirect costs for the each respective'i'teni of Work, including, without, limitation, all' materials, laher; supervision, equipmcnt; transportation;, warranties, repairs; 'replacement overhead and profit for the item, complete and in place. 3.2 The above stated Contract Price. :will be paid to. the CONTRACTOR in thennannerand at such times asset forth in the,Contract Documents, 3.0 Contract Time & Liguidat'ed.D'antages ).I It is hereby understood and mutually agreed, by and between the CONTRACTOR and OWNER, that.'the dale of commencement=and''tlte,tinie for completion of the Work as spee`ifiecl_in_the Contract Documents arc, essent'i'al conditions of thik,Agreement. ,3.2 The CONTRACTOR agrees' that: the Work shall be commenced no: rater than the date indicated in the Notice to Proceed to be provided by MAINER-to CONtT1R!LVCT0R arid than the'Work shall be-performed regularly, diligently and without interruption at such a rate of progress as 'will insure 1009/0 Completion of they Project; including all main connections with performancetestmg,and,such remedial Nvork as may be required. by the OWNER, by the date speciFied,in the,ContractDocuments. 33 Liquidated Damages. Owner and Contractor-recognize that time is of the. essence of the Agreement 'and that Owner' 4vill suffer financial loss. if the'Work is not completed within the :rime specified in Paragraph ,3.1. They also recognE= e the delays, expense and difficulties involved in proving.legal 9 arbitraticn•pro,ceedings the actual loss suffered by Ownei-,if the Work is riot completed on time. Acc©rdinely, instead of'requi'ring anv'such A,2 proof. Owner and Contractor agree that as liquidated damages for the delay (but not a penalty), Contractor shall pay Owner Five Hundred Dollars and No Cents ($500.00) per day for each calendar day until the work is 100% Complete as specified in Paragraph 3.2. 3.4 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 CONTRACTOR' 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 Pronert 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 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 upon such terms as are set forth in Article 14 of the City of Carmel. Standard General 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 amount as is in dispute, under protest, into the City Court of Carmel, which Court shall hold such money until notified of a resolution signed by both parties hereto or until a final judgment is.entered thereon. A-3 5.3 Binding Effect, I OWNER and CONTR_CTOR and their respective officers,, officials. partners. successors, executors,, administrators, assigns and legal =representatives..are bound, tiv this Agreement to the other party hereto and to the officers, officials, partners. I successorsS executors,. admmis'trators, assigns add' legal representative`s of such other parry in,all,respects as to all covenant,. agreements,and obligations contained and/or incorporated herein. _ 5.4 No Third Party'Beneficiaries Nothing contained herein shall he construed to give 'an y right§ or benefits Hereunder to.anyone other than OWNER or CONTRACTOR -5.5 Relationship The relationship of the parties' hereto:.shali be as provided forin this Agreement, and CONTRACTOR'; as well as its agents, employees, contractors_ subcontractors; outside sources -and other persons shall in no fashion be deemed to be an employee of ,OWNER. Furthermore, CO-NITRACTOR-shall be, solely respoitsible,:for payment to or for its agents.;erriplovees,`contractM subcontractors; outside sources and otfier-persons °alltstatutory, contractual and oilier compensation,-benefks'and obligations due'thereto, and OWNER shall not be responsible' for samc:.Rather, the Contract Price to be paid hereunder ey OWNL-R to CONTRACTOR shall; subject'to the terins and conditions hereof, be.the fdlland maximum, compensation aitd monies iequirad of O'Nj ER to be paid to CONTRACTOR,pursuant to this Agreement. 5:6 Insurance. CONTRACTOR,sttah rriaintain such bonds and insurance as are kt forth in Article 5 of the General Conditions. 5:7 Indemnification- CONTRACTORshall indemnifj, and Bold harmless 'O WNCR, its officers, officials; employees, agents and legal representatives, from all losses, liabilities, claims, -r judginents and liens; iitcludittg; buvnot limited to, all costs, expenses and attorney fees; arising out of any-intentional or negligent act or omission•of CONTRACTOP and/or any of its agents, employees. contractors, subcontractors, outside sources and/or other'persons_in the perfoimance.of this A'eremient. The'fail One to do'so shall constitute a material breach ofrthis Agreement. This indemnification obligation shall Fur ive the termination of this Agreement. A-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 conic 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 performance of its obligations under this Agreement, 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. r} 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 Cartel 'ILIA L14- 6/Z 1N^i'tN/1/1 ; `LG Board of Public Works and SaferY 1 ?:20 ( lo7-E/ b:64 gLV/) One Civic Square Z/V Carmel. IN 46032 // A!Q '. !7c GIcL 1 Attention: John Duffy, btanaeer ` Water and Wastewater Utilities (with a copy to City Attorney, Department of Law, same address) 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. A-5 5.12 Govemine-Law This Agreement shaD be governedby and construed in-accordance with the Maws of the State of Indiana, except for its conflict of laws provisions, as well as with,all municipal ordinaricesand codes of the City of Carmel. The fad es further agree that, in'the event a lawsuit is filed, hereunder,:theywaive any,riglits?to'a,jUry trial they Ynay have, agree, to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and ..agree that such court is tiro appropriate venue for and has juriSdictiDn over Sale. 5:4-3 Waiver Any delay or partial inaction on the part' of:OWIVL-R in exercising. or pursuing any right and/or remedy provided hereunder,or-by law shall,fiol operate to waive any such rights orrenedies. 14 Exhibits All exhibits and/or appendices referenced herein, whether'.marked "Exhibit". "Appendix", or'by sore other title, shall be considered apart of this Agreement. 5.15' Prior A'greernents This Agreementcontains all of the, agreements of the `parties hereto wlth, respect, lo the. subject •matter hereof, and, supersedes all -prior-'negotiations, representations, ancUor.'confracts., either'oral or written, eresgecti"ve thereto. 5.1;6 Reneesentation arid Warranties Each party hereto represents and warrants that it is authorized to 'enter into this Agreement and that- such party; in executing -this Agreement, has the authority to bind such party orllie party which.it represents, as the case;inavbe. 5'17` I=l'caditias: AlLheadings.and sections of this Agree ment:are'inserted:,for'c onvenienmonly,, and do not Form apart of this-Agreement nor limit; expand;or other-ise alter. the meaningof any provisions hereof. 5•,118 Advice of Counsel i Thc-parties waii-ant that they have read this A_reement.and Linderstand1t. are fully aware, of their respective rights, have. had the opportunity for the advice and assistance of an attorneythroughout'the negotiation of this Agreement, and enter into this,Agreernent freely, vgluhtaFiiy and without any duress, undue hiihhence; coercion or prornise,oFbenefit except as expressly„ set forth herein. A-6 5.19 Entire Agreement This Agreement, together with any attachments hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 5.10 hereof. to the extent any term or condition contained in any exhibit attached to this Agreement conflicts with any term or condition contained in this Agreement; the.term or condition contained in this Agreement shall govem and prevail; unless the parties hereto, or their successors in interest, expressly and in writing agree otherwise. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS. WHEREOF; the parties hereto set their hand on the dates below written: OWNER: CITY OF C.ARMEL, INDIANA by and through its Board of Public Works and Safety M1 BY: James Brainard. Presiding Officer Date: VAZ-??- Marv Ann Burke, Member Date: / r Lori W n. Member 4ta CONTRACTOR: BY: 49AF ? Printed Name: #'w S?ewlel Title: PaI;Fzr /?4?IJRGE/1 .-N?eTN ?Elr/or1J Date: 6 0 1 /1 Date: Ca cb 0 ATT; ST: Date: Lana Cordray C J-Treasurer A-7 APPENDIX A I I I I I I I I q I 1, I PROJECT: 126`' & Keystone Avenue N'nter Main Relocation WORK: As described by the Project plans and Contract Documents including, but not limited to: Water main installation/relocation in conjunction with the Keystone.Avenue & 126`h Street Road Improvements. Including the installation of approximatel) 1,500 LFT of 16" horizontally directional!, drilled IMPE water main, approximately 700 LFT of 16" ductile iron water main, valves hydrants, water main connection & some temporary restoration. Close coordination with the roadway improvement project in the sate area will be required of the Contractor. DESIGN BY: CrossRoad Engineers, P.C. David P. Hammons 3417 S. Sherman Drive Beech Grove; IN 46107 Attn: Gregory J. Ilko, PE ONNNER'S REPRESENTATIVE: John Duffy, Manager City of Carmel, Water and Wastewater Utilities 7603 d Avenue SW, Suite 110 Carmel, IN 46032 A-8- POST BID SUBMITTAL SEE ITB SECTION 6.4 MANUFACTURERS LIST Instructions To Bidders: The Bidder shall enter, in the spaces provided below, the name of the manufacturer of equipment that the Bidder proposes to furnish for each item, of equipment listed in the "Manufacturers List" which follows. The Bidder shall ewer the name of only one manufacturer for each listed equipment item. Failure to enter a mamfacturer's name for - each listed equipment item may render the Bid non-responsive if it is determined that such omission is material by affording the Bidder a substantial advantage over other Bidders. Upon award of a contract, each listed equipment item shall be fnurnished by the named manufacturer, unless changes are specifically authorized. Equipment substitutions will be permitted only with the O[frrVER's prior consent. 1 Preliminary acceptance of equipment listed by the manufacturer's name shall not in any way constitute a waiver of the Drawing and Specification requirements covering such equipment. Acceptance will be based on jttll conformity with the Drmvings and Specifications covering the equipment. Equipment Item (Contract Items) Manufacturer /",Pvz Am?W,S TD1112,t-P,I r'?tv'r P, P? N P'r )4" l?r5 PJPE N N?? ?? y 4AIN ?yl?K,?.?s {/???5 /ylu?lc ?/2 (P2Atf? ?rrTiN?f STa-?2 POSTBID-1 POST BID SUBMITTAL SEE SECTIONS ITB 6.5 SUBCONTRACTORS LIST Instructions To Bidders: The Bidder shall enter the names and the type of work to be date in the Subcontractors List which follows for each Subcontractor that the Bidder proposes to use for the ff'ork who will be providing work for an agreed price of five percent (5916) or greater of the amount Bid as stated above in Part 2. Only one Subcontractor shall be listed for each work item Upon award of a contract, the named Subcontractors shall be employed to perform the work, unless changes are specifically authorized by the OWAITR. Failure to fuu•nish all information requested may render the Bid non-responsive if it is determined that such omission is material by affording the Bidder a substantial advantage over other Bidders. Except as otherwise specifically stated by the Bidder in this Part, omission of any names of Subcontractors herein shall constitute an affirmative representation and statement that the Bidder proposes to use his own work forces for most of the Work such that he will have no Subcontractors providing work in the amount of five percent (%) or greater of the amount Bid. Subcontractor Name ?,, G6iePJ1 rl? 5 7&rm1NGA&ePixrvr ltl ?FAUA(dgfEQ ?iuD?S, 411> (Use additional sheets if necessary) Work Dl?Fcr? goke POSTBID-2 Price g`s OOO. o0