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Veola Water Indianapolis/Util e Eff it OR 01 AGREEMENT 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 leown wdrez ,NJriPtr3 �t CONTRACTOR concerning the project Project described more particularly in Appendix A which is attached hereto and incorporated herein by reference RECITALS A 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, matenal 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 B The said Contract Documents accurately and fully describe the terms and conditions upon which the CONTRACTOR is willing to furnish the labor tools, matenal 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 1 0 Contract Documents 1 1 This Agreement consists of the following Contract Documents all of which are as fully a part of this Agreement as if set out verbatim heiein 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 descnbed a This Agreement including any attachments hereto b All Addenda issued pnor to receipt of bid proposals, whether or not receipt thereof has been acknow ledged by CONTRACTOR in its Proposal c The Specifications, d The Additional Requirements e Notice to Bidders, f Instructions to Bidders, g Plans and Diawings, h Performance, Payment and Maintenance Bonds 1 CONTRACTOR S Itemized Proposal and Declarations and A -1 All other documents defined as Contract Documents m any of the above listed documents 1 2 In resolving conflicts errors discrepancies and disputes concemmg the nature, character scope and/or extent of Work to be performed or furnished by the CONTRACTOR hereunder or other nghts and obligations of the OWNER and/or CONTRACTOR the provision of a Contract Document expressing the greater quantity, quality or scope of the Work or imposing a greater obligation upon the CONTRACTOR, or affordmg a greater nght or remedy to OWNER shall govern without regard to the party who drafted such provision, otherwise, the Documents shall be given precedence in the order as listed in paragraph 1 1 herein above 2 0 Contract Pnce 2 1 The CONTRACTOR shall in strict conformity with the Contract Documents furnish all necessary labor, tools materials, equipment services assume and fulfill all obligations and perform all Work required to construct, complete, and make ready for use by the OWNER at the Unit Pnces as quoted in the Proposal for a total contract pnce not to exceed /SS, 4.41 Co Base Bid subject to any additions or deletions based on actual approved quantities of the respective unit pnce items, which pnce the CONTRACTOR agrees to accept as full payment for all such Work actually performed and accepted as descnbed in the Contract Items and Umt Pnces specification and other Contract Documents (the `Contract Price The CONTRACTOR agrees that each unit price shall be deemed full and complete compensation for all direct and mdirect costs for the each respective item of Work, including, without limitation, all materials, labor, supervision, equipment transportation warranties repairs, replacement overhead and profit for the item, complete and m place 2 2 The above stated Contract Pnce will be paid to the CONTRACTOR in the manner and at such times as set forth in the Contract Documents 3 0 Contract Time Liquidated Damages 3 1 It is hereby understood and mutually agreed, by and between the CONTRACTOR and OWNER that the date of commencement and the time for completion of the Work as specified in the Contract Documents are essential conditions of this Agreement 3 2 The CONTRACTOR agrees that the Work shall be commenced no later than the date indicated in the Notice to Proceed to be provided by OWNER to CONTRACTOR and that the Work shall be performed 1 egularly diligently and without interruption at such a rate of progress as will insure 100% Completion of the Project including all main connections with performance testing and such remedial work as may be required by the OWNER by the date specified in the Contract Documents 3 3 Liquidated Damages Owner and Contractor recognize that time is of the essence of the Agreement and that Owner will suffer financial loss if the Work is not completed within the time specified in Paragraph 3 1 They also recogmze the delays expense and difficulties mvolved in proving legal or arbitration proceedings the actual loss suffered by Owner if the Work is not completed on time Accordingly instead of requiring any such proof Ownei and Contractor agree that as liquidated damages for the delay (but not a A2 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 32 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 mto 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 15 Misct.11aneous 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 exclusn e property and shall be disclosed only to OWNER and to no other person without OWNER s prior express wntten consent CONTRACTOR shall keep confidential all working and deliberative matenal 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 Cannel, 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 I 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 A3 5 3 Binding Effect OWNER and CONTRACTOR and their respective officers officials partners successors executors, administrators assigns and legal 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 to all respects as to all coc enants, agreements and obligations contained and/or incorporated herein 5 4 No Third Partv Beneficiaries Nothing contained herein shall be construed to give any rights or benefits hereunder to anyone other than OWNER or CONTRACTOR 5 5 Relationship The relationship of the parties hereto shall be as provided for in 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, CONTRACTOR shall be solely responsible for payment to or for its agents employees contractors subcontractors, outside sources and other persons all statutory, contractual and other compensation benefits and obligations due thereto, and OWNER shall not be responsible for same Rather, the Contract Pnce to be paid hereunder by OWNER to CONTRACTOR shall cubject to the terms and conditions hereof, be the hill and maximum compensation and momes required of OWNER to be paid to CONTRACTOR pursuant to this Agreement 5 6 Insurance CONTRACTOR shall maintain such bonds and insurance as are set forth in Article) of the General Conditions 5 7 Indemnification CONTRACTOR shall indemnify and hold harmless OWNER, its officers, officials, employees, agents and legal representatives, from all losses, liabilities claims, judgments and hens, including, but not limited to, all costs expenses and attorney fees artsmg out of any intentional or negligent act or omission of CONTRACTOR and/or any of its agents employees contractors subcontractors outside sources and/or other persons in the performance of this Agreement The failure to do so shall constitute a material breach of this Agreement This indemnification obligation shall survive the termination of this Agreement A4 5 8 Setoff In addinon to any nght 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 come 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 of 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 510 Severability 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 stncken provision shall continue in full force and effect 511 Notice Any notice, invoice, order or other correspondence required or permitted to be sent under or pursuant to this Agreement shall be in wnting and either hand delivered of sent by postage prepaid, U S Certified mail return recetpt requested addressed to the parties at the following address OWNER CONTRACTOR City of Camel Vedt{k q/ArrR /NOIOvtPv44, ILG Board of Public Works and Safety laao W 1- tErav4 y 81-v1) One CivicSqunre Igo ina't40 4 r Sn/ •e 2C.X. Carmel IN 46032 Attention John Duffy Manager eta "telt SIM £tv"+y' 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 3 2 hereinabove may be orally given, as long as such notice is thereafter followed by written notice as provided in this Paragiaph 5 11 within five (5) business days of the date of such Dial notice A5 5 12 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 nghts to a jury trial they may have agree to file any such lawsuit in an appropnate court in Hamilton County, Indiana only and agree that such court is the appropnate venue for and has jurisdiction over same 513 Waiver Any delay or partial inaction on the part of OWNER in exercismg or pursuing any nght and/or remedy provided hereunder or by law shall not operate to waive any such nghts or remedies 3 14 Exhibits All exhibits and/or appendices referenced herein whether marked "Exhibit "Appendix" or by some other title shall be considered a part of this Agreement 5 15 Pnor Agreements This Agreement contains all of the agreements of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations representations and/or contracts either oral or written, respective thereto 5 16 Representation and Warranties Each party hereto represents and warrants that n is authorized to enter into this Agreement and that such party, in executing this Agreement has the authority to bind such party or the party which it represents as the case may be 3 17 Headings All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provisions hereof 5 18 Advice of Counsel The parties warrant that they have read this Agreement and understand it, are fully aware of their respective nghts have had the opportunity for the advice and assistance of an attorney throughout the negotiation of this Agreement and enter into this Agreement freely voluntanly and %ithout any duress, undue influence coercion or promise of benefit, except as expressly set forth herein A6 5 19 Enure 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 m this Agreement shall govern and prevail, unless the parties hereto, or their successors in interest expressly and in writing agree otherwise This Agreement may only be modified by wntten amendment executed by both parties hereto or their successors in interest IN WITNESS WHEREOF the parties hereto set their hand on the dates below wntten OWNER CONTRACTOR CITY OF CARMEL, INDIANA by and through its Board of Public Works and 13 Safety n BY BY James t ramaid 'residing Officer i Date Punted Name 7Am-I T 1 ck.EN Title W F,El't 17 Mary urke Member Date a -i -o9 Date f g a p 1 Lori Watson, ber Date idit1019 ATTEST `1 J. G 1 1. Laid Date 1 n Q )47 Dia Cordray Clerk easurei A7 APPENDIX A PROJECT Keystone Parkway Main Street Water Main Relocation WORK As descitbed by the Project plans and Contract Documents including, but not knitted to Water main relocation to conjunction with the Keystone Parkway Main Street Improvements Including the relocation/replacement of approximately 1000 LFT of (16 horizontally directionally drilled HDPE water main (carrier pipe), approximately 250 LFT of (247) horizontally directionally drilled HDPE water main (casing pipe) fittings, valves liydt ants, water main connections related appurtenances Close coordination with the roadway improvement project in the same area will be required of the Contractor DESIGN BY CrossRoad Engineers, P C David F Harnmons 3417 Sherman Dnve Beech Grove IN 46107 OWNER S REPRESENTATIVE John Duffy Manager City of Carmel Water and Wastewater Utilities 760 3 Avenue SW Suite 110 Carmel IN 46032 E 1 01 V b 1 AON b0U1 A8