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TPI/UTIL/96,250/96th Towne RD Water Main Extension AGREEMENT THIS AGREEMENT is dated this 20th day of August, 2012, by and between the Board of Public Works and Safety, City of Carmel, Indiana ("Owner") and TPI Utility Construction, LLC ("Contractor"). Owner and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows: ARTICLE 1 —WORK 1.01 Contractor shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: 96th Street and Towne Road Water Main Extension, Contract B ARTICLE 2 — ENGINEER 2.01 The Project has been designed by Wessler Engineering, Inc. (Engineer), which is to act as Owner's representative, assume all duties and responsibilities, and have the rights and authority assigned to Engineer in the Contract Documents in connection with the completion of the Work in accordance with the Contract Documents. ARTICLE 3 — CONTRACT TIMES 3.01 All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract. 3.02 The Work will be substantially completed within 60 days after the date when the Contract Times commence to run, and completed and ready for final payment within 75 days after the date when the Contract Times commence to run. 3.03 Liquidated Damages A. Contractor and Owner recognize that time is of the essence of this Agreement and that Owner will suffer financial loss if the Work is not completed within the times specified in Paragraph 3.02 above. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty), the Owner, in the form of a Change Order, shall deduct from the monies due the Contractor $500.00 for each calendar day that expires after the time specified in Paragraph 3.02 for Substantial Completion until the Work is substantially complete. After Substantial Completion, if Contractor shall neglect, refuse, or fail to complete the 96TH ST&TOWNE RD WATER MAIN EXENSION AGREEMENT CONTRACT B, CARMEL, INDIANA 1 WESSLER PROJECT NO. 141811.04.01B remaining Work within the Contract Time or any proper extension thereof granted by Owner, the Owner, in the form of a Change Order, shall deduct from the monies due the Contractor $500.00 for each day that expires after the time specified in Paragraph 3.02 for completion and readiness for final payment until the Work is completed and ready for final payment. ARTICLE 4 — CONTRACT PRICE 4.01 Owner shall pay Contractor for completion of the Work in accordance with the Contract Documents an amount in current funds as follows: Ninety-Six Thousand Two Hundred Fifty Dollars and Zero Cents ($96,250.00) (words) (figure) For all Work, at the prices stated in Contractor's Quote. ARTICLE 5 - PAYMENT PROCEDURES 5.01 Submittal and Processing of Payments A. Contractor shall submit Applications for Payment to Owner. 5.02 Progress Payments; Retainage 1. Owner shall make progress payments on account of the Contract Price on the basis of Contractor's Applications for Payment on a monthly basis during performance of the Work as provided below. 2. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts as Owner may determine or may withhold, including but not limited to liquidated damages. 3. The Owner shall retain ten percent (10%) of the amount of each payment until final completion and acceptance of all work covered by the Contract Documents. The Owner at any time, however, after fifty percent (50%) of the Work has been completed, if he finds that satisfactory progress is being made, shall reduce retainage to five percent (5%) on the current and remaining estimates. When the Work is substantially complete (operational or beneficial occupancy), the retained amount may be further reduced below five percent (5%) to only that amount necessary to assure completion. On completion and acceptance on a part of the Work on which the price is stated separately in the Contract Documents, payment may be made in full, including retained percentages, less authorized deductions. B. Upon Substantial Completion, Owner shall pay an amount sufficient to increase total payments to Contractor to 100 percent of the Work completed, less such amounts as Owner shall determine in accordance the estimated of the value of Work to be completed or corrected as shown on the tentative list of items to be completed or corrected attached to the certificate of Substantial Completion, and less any applicable liquidated damages. 96TH ST&TOWNE RD WATER MAIN EXENSION AGREEMENT CONTRACT B, CARMEL, INDIANA 2 WESSLER PROJECT NO. 141811.04.01B 5.03 Final Payment A. Upon final completion and acceptance of the Work, Owner shall pay the remainder of the Contract Price ess any applicable liquidated damages. ARTICLE 6 — CONTRACTOR'S REPRESENTATIONS 6.01 In order to induce Owner to enter into this Agreement, Contractor makes the following representations: A. Contractor has examined and carefully studied the Quote Package and the other related data identified in the Quote Documents. B. Contractor has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. C. Contractor is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work. D. Contractor has considered the information known to Contractor; information commonly known to contractors doing business in the locality of the Site; information and observations obtained from visits to the Site; the Contract Documents; and the Site- related reports and drawings identified in the Contract Documents, with respect to the effect of such information, observations, and documents on (1) the cost, progress, and performance of the Work; (2) the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, including any specific means, methods, techniques, sequences, and procedures of construction expressly required by the Contract Documents; and (3) Contractor's safety precautions and programs. E. Contractor does not consider that further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents. F. Contractor is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents. G. Contractor has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Contractor has discovered in the Contract Documents, and the written resolution thereof by Engineer is acceptable to Contractor. H. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. ARTICLE 7 — CONTRACT DOCUMENTS 7.01 Contents A. The Contract Documents consist of the following: 96TH ST&TOWNE RD WATER MAIN EXENSION AGREEMENT CONTRACT B, CARMEL, INDIANA 3 WESSLER PROJECT NO. 141811.04.01B 1. Request for Quotes 2. Instructions to Contractor 3. Quote Form 4. Agreement with E-Verify Affidavit 5. Performance Bond 6. Payment Bond 7. Specifications as contained in Quote Package dated May 2012 8. Drawings consisting of 5 sheets dated May 2012 9. Addenda a. No. 1 dated June 5, 2012 10. The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto: a. Notice to Proceed B. There are no Contract Documents other than those listed above in this Article 7. ARTICLE 8 — MISCELLANEOUS 8.01 Assignment of Contract A. No assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 8.02 Successors and Assigns A. Owner and Contractor each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. 8.03 Severability A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Contractor, who agree that the 96TH ST&TOWNE RD WATER MAIN EXENSION AGREEMENT CONTRACT B, CARMEL, INDIANA 4 WESSLER PROJECT NO. 141811.04.01B Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 96TH ST&TOWNE RD WATER MAIN EXENSION AGREEMENT CONTRACT B, CARMEL, INDIANA 5 WESSLER PROJECT NO. 141811.04.01B IN WITNESS WHEREOF, Owner and Contractor have signed this Agreement in triplicate (3 copies). Counterparts have been delivered to Owner and Contractor. All portions of the Contract Documents have been signed or have been identified by Owner and Contractor or on their behalf. This Agreement will be effective on August 20, 2012 (which is the Effective Date of the Agreement). OWNER: CONTRACTOR: City of Carmel, Board of Public Works and Safety TPI Utility Conpurt on, LLC By: By: Title: Director of Utilities Title: nm ..° M. 6e/ [CORPORATE SEAL] [CORPORATE SEAL] Attest: Attest: Title: Title: (Vie M foe"' Address for giving notices: Address for giving notices: Mr. John Duffy Mr. Brad Rynearson 760 3rd Avenue SW, Suite 110 478 North 1100 East Carmel, IN 46032 Zionsville, IN 46077 License No.: (Where applicable) (If Contractor is a corporation or a partnership or a joint venture, attach evidence of authority to sign.) 96TH ST&TOWNE RD WATER MAIN EXENSION AGREEMENT CONTRACT B, CARMEL, INDIANA 6 WESSLER PROJECT NO. 141811.04.01B E-Verify Affidavit Pursuant to Indiana Code 22-5-1.7-11, the Contractor entering into a contract with the Owner is required to enroll in and verify the work eligibility status of all its newly hired employees through the E-Verify program. The Contractor is not required to verify the work eligibility status of all its newly hired employees through the E-Verify program if the E-Verify program no longer exists. The undersigned, on behalf of the Contractor, being first duly sworn, deposes and states that the Contractor does not knowingly employ an unauthorized alien. The undersigned further affirms that, prior to entering into its contract with the Owner, the undersigned Contractor will enroll in and agrees to verify the work eligibility status of all its new hired employees through the E- Verify program (Contractor):\ V ` c l/ 6),JSEd c34C©/" By (Written Signature): (Printed Name) q)/104 --. //ye (Title): (Y 00, faef Important-Notary Signature and Seal Required in the Space Below STATE OF7-4,e}O/IJy SS: COUNTY OF avue Subscribed and sworn to before me this ..2v day of,6 20 / 2.. g My commission expires: y-S// (Signed) Residing in /j/,--As,/ County, State of ?���ii4 _ CITY OF CARMEL, INDIANA BY ITS BOARD OF PUBLIC WORKS AND SAFETY )0(X-1 . -P(C2 ■lirIrt- James Brainard, Presiding Officer Date: I O- l 7- /Z_____. Mar A JO / 7_j urke, Member Date: Lori W.tso ( ember Date: /C / (1/ ia_ ATTE . : 03 Diana L. Cordray, IA i ' 4 -Treasurer