Bronger Masonry, Inc. - Energy Center - $280,000 i
AGREEMENT
City of Carmel, Indiana
THIS AGREEMENT is made and entered into by and between the City of Cancel, Indiana,
acting by and through its Redevelopment Commission ("OWNER") and ("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, material, equipment and/or services, and to perfoun the work ("Work") called for
in the Contract Documents pertaining to the Project, upon the teinis and for the price(s)
therein fully stated and set forth; and
B. The said Contract Documents accurately and fully describe the teens and conditions upon
which the CONTRACTOR is willing to furnish the labor, tools, material, 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 herein 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 described:
a. This Agreement, including any attachments hereto;
b. All Addenda issued prior to receipt of bid proposals, whether or not receipt
thereof has been acknowledged by CONTRACTOR in its Proposal;
c. The Specifications;
d. The Additional Requirements;
e. Notice to Bidders;
f. Instructions to Bidders;
g. Plans and Drawings;
h. Performance, Payment and Maintenance Bonds;
i. CONTRACTOR'S Proposal and Declarations; and
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hereunder by OWNER to CONTRACTOR shall, subject to the terns and conditions
hereof, be the full and maximum compensation and monies 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 5 of the General Conditions.
5.7 Indemnification
CONTRACTOR shall indemnify and hold hail nless OWNER, its officers, officials,
employees, agents and legal representatives, from all losses, liabilities, claims,
judgments and liens, including, but not limited to, all costs, expenses and attorney
fees, arising 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 teicnination of this Agreement.
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 come due from CONTRACTOR to
OWNER from any sums due or to become due from OWNER to CONTRACTOR
hereunder.
5.9 Government ComDIlance
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 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 stricken
provision shall continue in full force and effect.
5.11 Notice.
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
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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 Property
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 tenius as are set forth in Article 14 of the City of Caiinel.
Standard General Conditions for Construction Contracts 1997 (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 -igned by both parties hereto or until a final judgment is entered
thereon.
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 in all respects as to all covenants, agreements and obligations contained and/or
incorporated herein.
5.4 No Third Party 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 Price to be paid
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hereunder by OWNER to CONTRACTOR shall, subject to the teens and conditions
hereof, be the full and maximum compensation and monies 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 5 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 liens, including, but not limited to, all costs, expenses and attorney
fees, arising 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 perfoimance 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.
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 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 hainiless 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 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 stricken
provision shall continue in full force and effect.
5.11 Notice.
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
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sent by postage prepaid, U.S. Certified mail, return receipt requested, addressed to
the parties at the following address:
OWNER: CONTRACTOR:
City of Carmel Bronger Masonry, Inc.
Redevelopment Commission 425 S . East Street
One Civic Square Lebanon, IN 46052
Carmel, I'i 146032
Attention: Les Olds, AIA, Director of Redevelopment
Carmel Redevelopment Commission
(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.
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 i. filed hereunder, they waive any rights to a jury trial they may
have, agree to file any 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.
5.13 Waiver
Any delay or partial inaction on the part of OWNER in exercising or pursuing any
right and/or remedy provided hereunder or by law shall not operate to waive any such
rights or remedies.
5.14 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 Prior 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
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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 or the party which it represents, as the case may be.
5.17 Headings
All headings and sections of this Agreement are inserted for convenience only and do
not foiin 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 rights, have had the opportunity for the advice and
assistance of an attorney throughout the negotiation of this Agreement, and enter into
this Agreement freely, voluntarily and without any duress, undue influence, coercion
or promise of benefit; except as expressly set forth herein.
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 team or condition contained in this Agreement, the term
or condition contained in 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 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: CONTRACTOR:
CITY OF CARMEL, INDIANA
by and through its Redevelopment Bronger Masonry, Inc. Inc
Commission
„
BY: f � BY• "
Ronald & Carter, President
Printed Name: Dwayne Bronger
Title: Owner/President
Date: (7)17" J* Date: 7/11 /0 7
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APPENDIX A
PROJECT: PARCEL 7C, Energy Center— Carmel City Center
WORK: As described by the Project plans and Contract Documents
including, but not limited to:
The general scope of the Work consists of a two-story
energy center with an enclosed mechanical yard. This
Agreement includes the following (delete those that do not
apply):
Bid Package No. P-1: Fencing
Bid Package No. P-2: Site Work & Utilities
Bid Package No. P-3: Deep Foundations
Bid Package No. P-4: Concrete
Bid Package No. P-5: Masonry
Bid Package No. P-6: Structural & Miscellaneous Steel
Bid Package No. P-7: General Trades
Bid Package No. P-8: Roofing
Bid Package No. P-9: Fire Protection
Bid Package No. P-10: Mechanical
Bid Package No. P-11: Electrical
DESIGN BY: CSO Architects Inc.
280 E. 96th Street, Suite 100
Indianapolis, IN 46240
OWNER'S REPRESENTATIVE: Mr. Les Olds, AIA, Director of Redevelopment
Carmel Redevelopment Commission
City of Carmel
One Civic Square
Carmel, IN 46032
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