HomeMy Public PortalAbout054-2011 - City - Wayne County - reimbursementAGREEMENT
THIS AGREEMENT made and entered into this _1st _ day of _September _, 2011, and
referred to as Contract No. 54-2011 by and between the City of Richmond, Indiana, a
municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "City") and Wayne County, Indiana acting by and through its Board of County
Commissioners (hereinafter referred to as the "County").
WITNES SETH:
WHEREAS, County is the owner of the following described Real Estate (hereinafter
referred to as the "Real Estate") located in Richmond, Indiana, to -wit:
SEE EXHIBIT "A" AND EXHIBIT `B"
and;
WHEREAS, said Real Estate is located on the west side of Salisbury Road in Richmond,
Indiana, and is being provided by the County at no cost to the City for the Salisbury Road
Reconstruction Project; and
WHEREAS, in connection with the Salisbury Road Reconstruction Project, the City and
County recognize the need for the relocation of the electrical facilities on the west side of
Salisbury Road adjacent to the Real Estate being provided by the County (hereinafter "electrical
facilities relocation services"); and
WHEREAS, the County wishes to select a Contractor to provide the electrical facilities
relocation services provided that the City reimburse the County for the expenses associated with
said electrical facilities relocation services in exchange for the County providing the above
described Real Estate to the City for the Salisbury Road Reconstruction Project; and
WHEREAS, said parties have agreed that an Agreement should be drawn up allowing for
the reimbursement of the expenses associated with the relocation of electrical facilities on the
west side of Salisbury Road.
NOW THEREFORE, in consideration of the mutual promises and covenants herein
contained, including the above -stated recitals, the parties hereby agree as follows:
SECTION I. STATUS OF PARTIES
County is not an employee or agent of the City of Richmond, Indiana. City is not an employee
or agent of Wayne County, Indiana. City shall have no contractual relationship with the
Contractor chosen by County to conduct the electrical facilities relocation services. This
Agreement shall not be construed to apply any third -party beneficiary status to any Contractor
selected by County for the electrical facilities relocation services to be provided.
Contract No. 54-2011
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SECTION II. COMPENSATION
City shall reimburse and pay County an amount not to exceed Thirty-one Thousand Seven
Hundred Fifty Dollars and Zero Cents ($31,750.00) for reimbursement of the electrical facilities
relocation services incurred by County. County shall supply City with invoices evidencing the
amount and status of the electrical facilities relocation services and the total of all invoices shall
not exceed the amount set forth above.
SECTION III. TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and shall continue in effect
until the completion of the electrical facilities relocation services. Completion of the electrical
facilities relocation services shall be no later than December 31, 2011.
This Agreement shall terminate once all invoices have been submitted by County and paid by
City, the total of all invoices not to exceed the amount set forth above.
SECTION IV. RELEASE OF LIABILITY
County hereby agrees to release and hold harmless the City and all officers, employees, or agents
of the same from all liability for negligence which may arise in the course of Contractor's
performance of the electrical facilities relocation services on behalf of the County.
County hereby releases, forever discharges, and covenants not to sue the City of Richmond,
Indiana, and any of City's respective licensees, assigns, parents, subsidiaries, divisions, business
units, departments, or affiliated entities and each of their respective employees, agents, officers,
and directors (collectively "Releasees") from any liability for property damage and/or damages
from illness, injury, and/or death that arises out of, or is connected with, or in any manner related
to this Agreement or in any manner related to any damage or disrepair caused to County property
located at Salisbury Road in Richmond, Indiana. County hereby releases all claims, including
but not limited to, personal injury, property damage or destruction, and death, whether caused by
negligence, breach of contract or otherwise, and whether for bodily injury, property damage or
loss otherwise, which County may ever have had against the Releasees or any future claims
County may have against the Releasees related to damage or disrepair caused to County property
located at Salisbury Road in Richmond, Indiana, arising from the performance of the electrical
facilities relocation services.
SECTION V. MISCELLANEOUS
Except for the electrical facilities relocation services referenced above, this Agreement is
personal to the parties hereto and neither party may assign or delegate any of its rights or
obligations hereunder without the prior written consent of the other party. It shall be controlled
by Indiana law and shall be binding upon the parties, their successors and assigns. It constitutes
the entire Agreement between the parties, although it may be altered or amended in whole or in
part at any time by filing with the Agreement a written instrument setting forth such changes
signed by both parties.
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This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and suit arising
under this Contract, if any, must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts.
Any person executing this Contract in a representative capacity hereby warrants that he has been
duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by either party, and in addition to any other
damages or remedies, the prevailing party shall be liable for all costs incurred by it due to the
enforcement of this Agreement, including but not limited to City's reasonable attorney's fees,
whether or not suit is filed.
In the event that an ambiguity or question of intent or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA BY AND THROUGH ITS
Board of Public Works and Safety
By:_S/S Vicki Robinson
Vicki Robinson, President
By:_S/S Dian Lawson
Dian Lawson, Member
By:_S/S Anthony L. Foster, II
Anthony L. Foster, II, Member
Date:_ September 1, 2011
APPROVED: S/S Sarah L. Hutton
Sarah L. Hutton, Mayor
"COUNTY"
WAYNE COUNTY, INDIANA, BY
AND THROUGH ITS
Board of County Commissioners
By:_S/S Ken Paust
Ken Paust
By:_S/S Denny Burns
Denny Burns
By:_S/S Doug Williamson
Doug Williamson
Date:_ September 7, 2011
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