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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 Page 1 of 3 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. Page 2 of 3 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 Page 3 of 3