Layne Christensen Co/Util/109,778/Well 30 improvements AGREEMENT BETWEEN OWNER AND CONTRACTOR
This Agreement is made by and between City of Carmel, Indiana, Board of
Public Works and Safety, One Civic Square, Carmel, Indiana 46032 ("Owner") and
Layne Christensen Co.("Contractor"), for the project known as Drilling Well 30,
Contract 83A to be constructed on City property between 106th St and 96th St, east
of Hazel Dell Pkwy. (the "Project").
Owner:
City of Carmel, Indiana
Board of Public Works and Safety
One Civic Square
Carmel, IN 46032
Contractor:
Layne Christensen Company
1301 East Main Street
Louisville, KY 40206
Project:
Drilling Well 30, Contract 83A
Engineer:
Jones & Henry Engineers, Ltd.
1980 E 116th St Ste 260
Carmel In, 46032
The Owner and Contractor agree as follows:
Article 1. Contract Documents. The Contract Documents consist of this
Agreement, the Drawings and the Specifications identified herein, and written
modifications issued after execution of this Agreement. The Contract Documents
form the Contract for Construction and represent the entire and integrated agreement
between the parties hereto and supersede any and all prior negotiations,
representations or agreements, either written or oral. The Contract Documents shall
not be construed to create a contractual relationship of any kind (1) between Owner
and any subcontractor or (2) between any persons or entities other than Owner and
Contractor.
A. Enumeration of Contract Documents. An enumeration of the Contract
Documents, other than Modifications, is:
1.1 Quote (1 page)
1.2 This Agreement (pages A-1 to A-5, inclusive).
Drilling Well 30/Contract 83A CITY OF CARMEI
Agreement Between Owner and Contractor
A-1
1.3 E-Verify Form
1.4 Specifications, consisting of all sections listed in Table of Contents
thereof with the general title:
Drilling Well 30
1.5 Drawing 1-3
1.6 Well logs A & B
There are no Contract Documents other than those listed above in this Article 1. The
Contract Documents may only be amended, modified or supplemented as provided in
paragraphs 3.4 of the General Conditions.
Article 2. The Work. The intent of the Agreement is to provide for the construction
and completion in every detail of the work described. Contractor shall provide all
materials, labor, tools, equipment, supplies, safety equipment, transportation and
supervision necessary to perform, and shall perform, the work in a good and
workmanlike manner and in accordance with the Contract Documents (as hereinafter
defined) or reasonably inferable by Contractor as necessary to produce the results
intended by the Contract Documents and generally described as Drilling Well 30,
Contract 83A (all hereinafter called the 'Work"):
A. Supervision and Construction Procedures. Contractor shall
supervise and direct the Work using Contractor's best skill and attention. Contractor
shall be solely responsible for and have control over construction means, methods,
techniques, sequences and procedures and for coordinating all portions of the Work.
Contractor shall be responsible to Owner for the acts and omissions of Contractor's
employees, subcontractors, material suppliers, laborers, equipment lessors and all
other persons performing portions of the Work. Contractor shall be responsible for
the inspection of Work performed under the Contract Documents to determine that
the Work is in proper condition to receive subsequent Work.
Article 3. Engineer. The Project has been designed by Jones & Henry Engineers,
Ltd., who is hereinafter referred to as Engineer and who is to act as the Owner's
representative, assume all duties and responsibilities, and have the rights and
authority assigned to Engineer in the Contract Documents in connection with
completion of the Work all in accordance with the Contract Documents.
Article 4. Date of Commencement and Completion. Contractor shall commence
its Work promptly upon receipt of written notice from Owner to proceed with the
Work, and Contractor shall achieve Completion, as determined by Engineer, within
Thirty (30) days after the Contract Time commences to run. Contractor agrees to a
penalty of Three Hundred ($300) per calendar day.
Commencement. It is not incumbent upon Owner to notify Contractor when to begin
(other than the notice to proceed), cease or resume Work, to give early notice of the
rejection of faulty Work, nor in any way to superintend so as to relieve Contractor of
responsibility or of any consequence of neglect or carelessness by Contractor or its
subordinates. All materials and labor shall be furnished at such time as shall be for
the best interest of all trades concerned, to the end that the combined Work of all
may be properly and fully completed in accordance with the progress schedule.
Drilling Well 30/Contract 53A CITY OF CARMEL
Agreement Between Owner and Contractor
A-2
Article 5. Contract Sum. Owner agrees to pay Contractor for the timely and proper
performance of the Work, subject to additions and deductions provided therein and in
accordance with the Contract Documents in current funds based on the bid prices as
set forth in the conformed copy of the Contractor's Bid, the sum of
One Hundred Nine Thousand Seven ($109,778.00 ) ("Contract Sum").
Hundred Seventy-Eight Dollars and No Cents
the Contract Sum, including authorized adjustments, is the total amount
payable by Owner to Contractor for performance of the Work under the Contract
Documents. The Contract Sum may be changed only by Change Order.
Article 6. Contract Payments. All payments provided herein are subject to funds
as provided by Owner and the laws of the State of Indiana. Contractor shall submit
Applications for Payment. Based on Applications for Payment properly submitted to
Engineer by Contractor, the Applications for Payment will be processed by Engineer
as provided in the General Conditions.
A. Progress Payments:_Retainage: Owner shall make monthly progress
payments on account of the Contract Price on the basis of Contractor's Applications
for Payment as recommended by Engineer, no more often than monthly during
construction as provided below. Such Application for Payment shall be supported by
such data substantiating Contractor's right to payment as Owner may require, such
as copies of requisitions from subcontractors and material suppliers. Retainage shall
be5% .
B. Payment of Subcontractors. The Contractor agrees to assume and
does assume full'and exclusive responsibility for the payment of subcontractors in
compliance with Ind. Code § 36-1-12-13. The Agreement is expressly made an
obligation covered by the Contractor's Payment Bond and Performance Bond
obligation. The obligation of the surety shall not in any way be affected by the
bankruptcy, insolvency, or breach of contract of the Contractor.
1. Upon receipt of a progress payment, Contractor shall pay promptly all
valid bills and charges for materials, equipment, labor and other costs in connection
with or arising out of the Work and will hold Owner free and harmless from and
against all liens and claims of liens for such materials, equipment, labor and other
costs, or any of them, filed against the Project or the site, or any part thereof, and
from and against all expenses and liability in connection therewith including, but not
limited to, court costs and attorneys' fees. Should any lien or claim of lien be filed of
record against the Project or the site, or should Owner receive notice of any claim or
of any unpaid bill in connection with the Work, Contractor shall forthwith either pay or
discharge the same and cause the same to be released of record or shall furnish
Owner with appropriate indemnity in form and amount satisfactory to Owner.
C. Final Payment. Owner shall pay the remainder of the Contract Sum as
recommended by Engineer.
1. Acceptance of final payment by Contractor shall constitute a waiver of
claims by Contractor except those previously made in writing and identified by
Contractor as unsettled at the time of final payment.
Drilling Well 30(Contract 83A CITY OF CARMEL
Agreement Between Owner and Contractor
A-3
Article 7. Termination and Suspension. The Agreement may be terminated by the
Owner or the Contractor .
Article 9. Owner's, Contractor's and Engineer's Representations.
9.1 The Owner's Representative is:
Mr. John Duffy, Utility Director
760 3rd Avenue S.W., Suite 110
Carmel, Indiana 46032
9.2 The Contractor's Representative is:
Jerri L. McKenna, General Manager
Layne Christensen Company
1301 E. Main Street
Louisville, KY 40206
Article 10. Miscellaneous.
A. GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Indiana.
B. SUCCESSORS AND ASSIGNS. Owner and Contractor respectively
bind themselves, their successors, assigns and legal representatives to the other
party hereto in respect to covenants, agreements and obligations contained in the
Contract Documents. Neither party to this Agreement shall assign this Agreement
without the written consent of the other. If either party attempts to make such an
assignment without such consent, that party shall nevertheless remain legally
responsible for all obligations under this Agreement.
C. 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 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.
D. RIGHTS AND REMEDIES. Duties and obligations imposed by the
Contract Documents and rights and remedies available thereunder shall be in
addition to and not a limitation of duties, obligations, rights and remedies otherwise
imposed or available by law. No act or failure to act by Owner or Contractor shall
constitute a waiver of a right or duty afforded them under this Agreement, nor shall
such action or failure to act constitute approval of or acquiescence in a thereunder.
Article 11. Dispute Resolution.
A. Mediation. The parties shall endeavor to resolve their claims by
mediation which, if the parties mutually agree, shall be administered by the American
Arbitration Association in accordance with its Construction Industry Mediation
Procedures in effect on the date of the Agreement. The parties shall share the
Drilling Well 30/Contract 83A CITY OF CARMEL
Agreement Between Owner and Contractor
A-4
mediator's fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon.
Agreements reached in mediation shall be enforceable as settlement agreements in
any court having jurisdiction thereof.
This Agreement will be effective on Janc s , 2013 .
City of Carmel, Indiana .Layne Christensen Company
Owner Contracto
It's Board of Works Sr Public
By Safety By / di i
,'" 1 Mc"nna, Genera '.nager•
✓ t [COR"ORATE SEAL]
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Attest _
9,A4 4,V
Diana . Cordray, C7 -Treasurer Donnie Williams,,PM
Address for giving notices Address for giving notices
One Civic Square 1301 E. Main Street
Carmel, IN 46032 Louisville, KY 40206
License
No. N/A
Agent for service of process:
CT Corporation System
Drilling Well 30/Contract 83A CITY OF CARMEL
Agreement Between Owner and Contractor
A-5
Clause and Affidavit to be added to Contract
For Services to be provided to
CITY OF CARMEL, INDIANA
(as required by Indiana SEA 590, effective July 1, 2011)
VERIFICATION OF WORK ELIGIBILITY STATUS
1. Jerri L. McKenna , (hereinafter called
"Contractor") understands and agrees that it is required to enroll in and verify the work
eligibility status of all employees hired after the date of this contract through the E-Verify
program. This requirement shall be waived if the E-Verify program ceases to exist. For the
purposes of this paragraph, the "E-Verify program" means the electronic verification of work
authorization program of the Illegal Immigration Reform and Immigration Responsibility Act
of 196 (P.L. 104-208), Division C, Title IV, s. 403(a), as amended, operated by the United
States Department of Homeland Security or a successor work authorization program
designated by the United States Department of Homeland Security or other federal agency
authorized to verify the work authorization status of newly hired employees under the
Immigration Reform and Control Act of 1986 (P.L. 99-603).
2. An authorized representative of the Contractor has signed the affidavit below concerning
the employment of unauthorized aliens.
AFFIDAVIT CONCERNING EMPLOYMENT
OF UNAUTHORIZED ALIENS
I am a duly authorized officer of Layne Christensen Company
(hereinafter called "Contractor") and I hereby certify that as of the date of this Affidavit,
Contractor does not employ any "unauthorized aliens" as that term is defined in 8 U.S.C.
1324a (h)(3).
I AFFIRM UNDER THE PENALTIES FOR PERJURY THAT THE FOREGOING
REPRESENTATIONS ARE TRUE.
Dated: June 5, 2013 //
Si : 4e
/ Jerri L. McKenna, General Maitigeir
Printed Name
8 U.S.C. 1324a(h)(3) Definition of unauthorized alien
As used in this section, the term "unauthorized alien"means with respect to the employment
of an alien at a particular time, that the alien is not at that time either
(A)An alien lawfully admitted for permanent residence, or
(B) Authorized to be so employed by this chapter or by the Attorney General.
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AUTHORIZATION
To Whom These Presents Come, Greetings:
I, Connie Lawson, Secretary of State of Indiana, do hereby certify that I am, by virtue of the laws of the State of Indiana, the
custodian of the corporate records, and proper official to execute this certificate.
1 further certify that records of this office disclose that
LAYNE CHRISTENSEN COMPANY
duly filed the requisite documents to commence business activities under the laws of State of Indiana on June 18, 1981, and
was in existence or authorized to transact business in the State of Indiana on May 09, 2012.
I further certify this For-Profit Foreign Corporation has filed its most recent report required by Indiana law with the Secretary
of State, or is not yet required to file such report, and that no notice of withdrawal, dissolution or expiration has been filed or
taken place.
" -- 0 In Witness Whereof, I have hereunto set my hand
't yt and affixed the seal of the State of Indiana, at the
�Q -a ✓ - :",C ® city of Indianapolis, this Ninth Day of May, 2012.
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198106-613 /2012050901254
CERTIFICATE
The undersigned, Carla J. Ginardi, hereby certifies that she is the duly elected, qualified, and
acting assistant secretary of Layne Christensen Company, a Delaware corporation (the "Corporation"), and as
such is familiar with the books and records of said Corporation, and does hereby certify the following:
1. that Jerri L. McKenna is a General Manager of the Water Resources Division of
Layne Christensen Company;and
2. that the resolutions set forth below were adopted at a meeting of the Board of
Directors of said Corporation held on March 30, 2011, that the following is a true and correct copy of
such resolutions as they appear in the minute books of the Corporation, and that such resolutions are
in full force and effect.
Authority to Enter Into Contracts
WHEREAS, the Board of Directors deems it in the best interests of the Corporation to
state the bid, contract and purchase order limits of the various officers and employees of this
Corporation.
Now,THEREFORE,RE IT RESOLVED, that effective as of March 29, 2011 and in lieu
of all previous actions of the Board of Directors, the authority of the following officers and employees
of this Corporation to (i) accept customer purchase orders and affix the corporate seal thereon; (ii)
issue bids and/or enter into contracts with customers; and (iii) enter into contracts with venders in
connection with the sale of this Corporation's products and services and the purchase of supplies and
equipment (other than purchases of capital equipment), in the name of and on behalf of this
Corporation, shall be for an amount up to and including the amount set forth beside each of their titles
in the following schedule:
Title Amount
President,Chief Executive Officer $ 25,000,000
Executive Vice President,Chief Operating Officer $ 15,000,000
Senior Vice President,Division President $ 10,000,000
Vice President, Division Vice President $ 5,000,000
General Manager,District Manager $ 1,000,000
Business Development Manager,Branch Manager $ 500,000
Account Manager $ 100,000
FURTHER RESOLVED, that the president, executive vice president, senior vice
president, division president, vice president or division vice president of this Corporation may
delegate the authority to enter into contractual commitments which they are authorized to execute
pursuant to these resolutions to any other officer, general manager, assistant division manager, district
manager or branch manager of this Corporation and may, as requested by any third party, indicate
such delegation by addressing a letter or other written document to such third party.
FURTHER RESOLVED, that prior to execution thereof pursuant to the preceding
resolution, any contract in excess of the authorized limits granted to the President of the Corporation,
must be approved by any two members of the Board of Directors; provided, however, that the
execution of any contract in accordance with the preceding resolution may be considered by all third
parties to be conclusive evidence that all appropriate authority pursuant to these resolutions has been
granted.
FURTHER RESOLVED, that the secretary, any assistant secretary, or any other officer
of this Corporation be, and they hereby arc, authorized to certify a copy of these resolutions, and any customer
of this Corporation is hereby authorized to rely upon said certificate as so presented.
IN WITNESS WHEREOF, Carla J. Ginardi has hereunto set her hand and affixed the corporate
• seal.df $e•Christensen Company this 9"day of May, 2012.
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