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HomeMy WebLinkAboutBPW-03-04-15 Paperless Packet Board of Public Works and Safety Meeting AGENDA Wednesday, March 4, 2015 – 10:00 a.m. Council Chambers City Hall One Civic Square MEETING CALLED TO ORDER 1. MINUTES a. Minutes from the February 18, 2015, Regular Meeting 2. BID/QUOTES – OPENINGS/AWARDS a. Bid Opening for Street Department Tandem Trucks; Dave Huffman, Street Commissioner 3. PERFORMANCE RELEASES a. Resolution BPW-03-04-15-01; Hadley Grove; Monuments; Matt Howard, M/I Homes b. Resolution BPW-03-04-15-02; Legacy Towns & Flats 2; Street Signs; Timothy Walter, Platinum Properties 4. CONTRACTS a. Tabled: Request for Approval of Fire Fighters #4444 Agreement; Chief Matt Hoffman, Carmel Fire Department b. Request for Purchase of Goods and Services; OLCO, Inc.; Change Order 1; ($61,283.07); Main street Path Project Keystone to Gray; Jeremy Kashman, City Engineer c. Request for Purchase of Goods and Services; OLCO, Inc.; Change Order 2; ($0.00); Main street Path Project Keystone to Gray; Jeremy Kashman, City Engineer d. Request for Purchase of Goods and Services; E&B Paving; Change Order 1; ($9,594.28); Main Street Improvements; Jeremy Kashman, City Engineer e. Request for Purchase or Goods and Services; E&B Paving; Change Order 2; ($3,536.57); Main Street Improvements; Jeremy Kashman, City Engineer f. Request for Purchase or Goods and Services; E&B Paving; Change Order 3; ($2,880.02); Main Street Improvements; Jeremy Kashman, City Engineer g. Request for Purchase or Goods and Services; E&B Paving; Change Order 4; ($40,061.51); Main Street Improvements; Jeremy Kashman, City Engineer h. Request for Purchase of Goods and Services; Google Photographer; ($6,275.00); Aerial pictures of Palladium, City Hall and Tarkington/Studio Theatre; Nancy Heck, Director of the Department of Community Relations i. Request for Purchase of Goods and Services; Zagster; Amendment to Service Agreement; Bicycle Rental; Mike Hollibaugh, Director of the Department of Community Services j. Request for Purchase of Goods and Services; Crossroad Engineers; Additional Service #16; On Call Engineering; Jeremy Kashman, City Engineer k. Request for Purchase of Goods and Services: VSP; Barb Lamb, Director of Human Resources 5. USE OF CITY OWNED PROPERTY a. Request to Use City Streets; Cycle Race; May 30, 2015; 7:00 a.m. to 6:00 p.m.; Darren Reno, TrueSport b. Request to Use City Streets; Freedom Run; July 4, 2015; 8:00 a.m. to 10:00 a.m.; Don Carr, Tuxedo Brothers c. Request to Us City Streets; Carmel Sprint Tri-Athlon; April 26, 2015; 9:00 a.m. to 11:30 a.m.; Don Carr, Tuxedo Brothers d. Request to Use Council Chambers; Public Forum; March 25, 2015; 6:15 p.m. to 9:30 p.m.; Hamilton County League of Women Voters e. Request to Use City Streets; Race; March 21, 2015; 9:00 a.m. to Noon; Terry Townsend, Indy Runner f. Request to Use Gazebo, Common Grounds, Japanese Garden; CarmelFest; July 2nd through July 4, 2015; Gary Sexton, Carmelfest g. Request to Use Gazebo; Easter Egg Hunt; April 4, 2015; Deb Hedgecock, North Park Community Church 6. OTHER a. TABLED 2/6/11; Request for Dedication of Streets; Traditions on the Monon; Robert Potokar, HOA Traditions on the Monon b. Request for Easement; Delta Faucet Company; John Duffy, Director of the Department of Utilities c. Request for Grant of Perpetual Storm Water Quality Management Easement; Travis May, Heartland Oil Michigan Road LLC d. Request for Lane Restriction, Open Pavement Cut; Recreational Pathway Closure; Autumn Creek Drive and 141st Street; Jay Staehler, Weihe Engineers e. Request for Land and Sidewalk Closure/Open Pavement Cut; 302 1st Avenue SE – 1st Avenue SE and 4th Street SE; Steven Krebs, AT&T f. Request for Road Closure/Open Pavement Cut/Recreational Pathway Closure; Shelborne Road Between 126th and 131st Street; David Eichenberger, United Infrastructure g. Request for Curb Cut, Stormwater Technical Standards Variance; 5th Street N.E. and 7th Street N.E.; Greg Iiko, Crossroad Engineers 7. ADJOURNMENT BOARD OF PUBLIC WORKS & SAFETY MEETING MINUTES WEDNESDAY, FEBRUARY 18, 2015 –10:00 A.M. COUNCIL CHAMBERS / CITY HALL / ONE CIVIC SQUARE MEETING CALLED TO ORDER Mayor Brainard called the meeting to order at 10:02 a.m. MEMBERS PRESENT Mayor James Brainard, Board Member; Lori Watson, Deputy Clerk; Sandy Johnson MINUTES Minutes for the January 21, 2015 Regular meeting were approved 3-0. Minutes for the February 4, 2015 Regular meeting were approved 2-0. BID/QUOTES – OPENINGS/AWARDS Quote Openings for the Keystone Parkway Bridge Beam Repairs (126th/116th/106th Street); Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Quote Opening for the Carmel Drive and Keystone Parkway Decorative Concrete and Street Repairs; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. PERFORMANCE RELEASES Resolution BPW-02-18-15-01; Ridge at Legacy, Section 3; Storm Sewer & SSD; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Resolution BPW-02-18-15-02; Hadley Grove; Curbs; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Resolution BPW-02-18-15-03; Sanctuary at 116th; Section 6; Water Mains; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. CONTRACTS Tabled: Request for Approval of Fire Fighters #4444 Agreement; Chief Matt Hoffman, Carmel Fire Department Request for Purchase of Goods and Services; Zagster; ($10,360.00); Bicycle Sharing; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Request for Purchase of Goods and Services; Hood’s Garden, Inc.; ($23,242.50); Annuals and New hanging baskets; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Request for Purchase of Goods and Services; E&B Paving; Change Order #7; (increase $6,650.00); Illinois Street Extension; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Request for Purchase of Goods and Services; Main Street Path; INDOT Change Order ($0.00); Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Request for Purchase of Goods and Services; Government Payment Service; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Request for Purchase of Goods and Services; Engagement Letter; Williams Barrett & Wilkowski; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. USE OF CITY OWNED PROPERTY Request to Use of Japanese Garden/Council Chambers; Ceremony; March 26, 2015; 4:00 p.m. to 5:30 p.m.; Carmel Green Teen, Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. OTHER TABLED 2/6/11; Request for Dedication of Streets; Traditions on the Monon; Robert Potokar, HOA Traditions on the Monon Uniform Conflict of Interest Disclosure Statement; Gregory Webb and Nancy Heck Resolution No. BPW-02-18-15-04; A Resolution Approving the Transfer of Property between the City of Carmel and the Indianapolis Parks Department; 700 Hanging Grow Baskets with liners; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Resolution No. BPW-02-18-15-05; A Resolution Acquiring Walnut Creek Drive Via its Power of Eminent Doman; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Request for Dedication of Public Right of Way; Conner Prairie Foundation; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Request for Replat of Block H; Units 17 & 18; Cottages at Carmel; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Request for Temporary Construction Entrance; Bonbar at Monon Lake Subdivision; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Request for Variance; Landscaping in Right of Way; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Request for Variance; 4513 Repass Drive; Driveway in Easement; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Request for Consent to Encroach; 4513 Repass Drive; Driveway in Easement Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Request for Consent to Encroach; Woodfield Subdivision; Landscaping in Right of Way; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. Request for Stormwater Technical Standards Variances; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. ADJOURNMENT Mayor Brainard adjourned the meeting at 10:09 a.m. _____________________________________ Diana L. Cordray, IAMC – Clerk-Treasurer Clerk-Treasurer Approved ____________________________________ Mayor James Brainard ATTEST: __________________________________ Diana L. Cordray, IAMC - Clerk-Treasurer NOTICE TO BIDDERS CITY OF CARMEL Notice is hereby given that the Board of Public Works and Safety for the City of Carmel, Hamilton County, Indiana, will receive sealed bids, until 10:00 a.m., local time, on Wednesday, March 4 th , 2015 at the office of the Clerk-Treasurer, One Civic Square, 3rd Floor, Carmel, Indiana, 46032, for the following items: 6 (Six) 2015 or Newer Diesel Heavy Duty Tandem Axle Chassis General Form No. 96 must be completed and filed as a part of the bid package. All bids are to be sealed with the word "BID 2015 TANDEM STREET TRUCKS" on the lower left hand comer of the envelope. Bids will be opened and read aloud at 10:00 A.M. on March 4 th , 2015 at the Board of Public Works and Safety meeting on the 2 nd floor of Carmel City Hall, One Civic Square, Carmel, IN. All persons interested in bidding shall register a contact name and address with the Street Department to ensure that all changes or questions and answers are available for review by all interested parties. The specifications are set forth in detailed documents on file at the Carmel Street Department, 3400 W. 131 SI Street, Carmel, IN 46074. Questions regarding this solicitation must be written and delivered to the Carmel Street Department. All responses will be written and made available with the specifications at the Street Department. Please call the Street Department to confirm whether or not any such written questions and/or responses exist. The submitted proposal must be in compliance with IC 36-1-9 et seq. The Board of Public Works and Safety reserves the right to reject any and all bids. Diana L. Cordray, Clerk-Treasurer Please publish February 12th and February 19th , 2015. Carmel Street Department, 3400 W. 131 sl Street, Carmel, IN 46074 Indianapolis 360, LLC Community Relations -2015 Appropriation #1203/4359300; P.O. #32720 Contract Not To Exceed $6,275.00 AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and Indianapolis 360, LLC, an entity duly authorized to do business in the State of Indiana ("Vendor"). TERMS AND CONDITIONS 1. ACKNO~NLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement's terms and conditions. 2. PERFORMANCE: City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City budget appropriation number 1203/435900 funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all times the highest technical and industry standards. 3. PRICE AND PAYMENT TERMS: 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Six Thousand Two Hundred Seventy Five Dollars ($6,275.00) (the "Estimate"). Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such Goods and Services within sixty (60) days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are in conformance with the specifications set forth in Exhibit A, are submitted on an invoice that contains the information contained on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. 3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof. 4. WARRANTY: Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by City andlor by Vendor to and accepted by City all of which documents are incorporated herein by reference, and that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from defect. Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient for their particular purpose. Indianapolis 360, LLC Community Relations 2015 Appropriation #1203/4359300; P.O. #32720 Contract Not To Exceed $6,275.00 5. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense. 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general aSSignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. II\JSURANCE AND II\JDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers' compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor'S agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor's provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property. Indianapolis 360, LLC Community Relations 2015 Appropriation #1203/4359300; P.O. #32720 Contract Not To Exceed $6,275.00 Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor'S agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. E-VERIFY Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the "Indiana E-Verify Law"), Vendor is required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein as Exhibit D, affirming that it is enrolled and participating in the E-verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E-Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E­ Verify program cease to exist. 13. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any proviSion of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 14. NON-ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City's prior written consent. Indianapolis 360, LLC Community Relations -2015 Appropriation #1203/4359300; P.O. #32720 Contract Not To Exceed $6,275.00 15. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement. 16. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, 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. 17. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 18. NOTICE: Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel AND Douglas C. Haney, City Attorney One Civic Square Department of Law Carmel, Indiana 46032 One Civic Square ATIENTION: Nancy Heck Carmel, Indiana 46032 If to Vendor: Indianapolis 360, LLC 3405 E. 71 st Street Indianapolis, Indiana 46220 Telephone: 317-372-7961 ATIENTION: Sergio Bennett Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice. 19. TERMINATION: 19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor andlor if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. Indianapolis 360, LLC Community Relations -20) 5 Appropriation #1203/4359300; P.O. #32720 Contract Not To Exceed $6,275.00 19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate. 20. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 21. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City's authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 22. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19 hereinabove, this Agreement shall be in effect from the Effective Date through December 31,2015 and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. 23. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 24. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to al/ of the covenants, terms, warranties and obligations set forth in Agreement. 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document, it does not engage in investment activities within the Country of Iran. 27. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same Indianapolis 360, LLC Community Relations 2015 Appropriation #1203/4359300; P.O. #32720 Contract Not To Exceed $6,275.00 freely, voluntarily, and without any duress, undue influence or coercion. 28. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached 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 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevaiL This Agreement may only be modified by written amendment executed by both parties hereto, or t~'\r successors in interest IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA INDIANAPOLIS 360, LLC by and through its Board of Public Works and Safety By: By: James Brainard, Presiding Officer Authorized Sign~re Date: __________ Mary Ann Burke, Member Date: __________ Lori S. Watson, Member Date: __________ ATTEST: Diana Cordray, IAMC, Clerk·Treasurer Date: _____________ Printed Name Title Last Four of SSN if Sole Proprietor: 3&:'59 Date: ___-"")'f-'I2J:::...'i.,..f=lO:...!..~"""_.s _____ J 2123/2015 Invoice: Sergio Bennett Indianapolis 360, LLC INOIJ\NI\POLlS!360 3405 E 71 st Street Indy's Trusted Google Photography Team Indianapolis IN 46220 City of Carmel Melanie Lentz 1 Civic Square Carmel IN 46032 : Item Google Business View Custom Tour Google Business View -Tier 3 Google Business View -Tier 3 Terms Description The Palladium Studio Theater and Tarkington Theater City Hall Invoice # Invoice Date Amount Due 0000073 February 17,2015 ,,_.,,-~~---.-.-.-,-,"~--..~~-.,.-. -, $6,275.00 USD : ..~---..-,.--.-. --------..-.---~.. -"--' Unit Cost Quantity Line Total .-."-,..~--., ~ -....-~ .~... 3,375.00 1,450.00 1,450.00 Total Amount Paid Amount Due 1 3,375.00 1 1,450.00 1 1,450.00 6,275.00 -0.00 $6,275.00 USD Google Business View Photography Terms and Conditions 1. Google Trusted Photographer. Photographer represents and warrants that Photographer is a member in good standing of the Google Trusted Photographers Program. 2. Google Business View Program. Photographer is an independent contractor and is not a Google employee or agent, but is authorized under the Google Trusted Photographers Program to provide photographic services to local businesses that desire to partiCipate in Google's Business View Program. Business acknowledges and agrees that, subject to Clause 5(a) and Google's use of the photographs in accordance with Google's standard online terms of service, Business will have no rights or remedies against Google in accordance with this Agreement. 3. Service Fee Payment. The Service Fee balance will be paid after the photographs have been taken in accordance with Clause 4(a) below. 4. Services and Ownership of Photographs. In exchange for payment of the Service Fee in full: EXH IBIT ,;.q a. Photographer will take photographs of those portions of the interior of the Business premises designated by the Business as acceptable for photographing; https:llindianapolis360.rreshbooks.com/showlnvoice?invoiceid=395890 113 2/23/2015 Invoice: Sergio Bennett b. Photographer will use commercially reasonable efforts to ensure that the photographs meet the Google Business View Program's technical specifications; c. Photographer assigns all ownership rights in the photographs (including intellectual property rights) to Business; d. Photographer hereby agrees not to assert at any time, and otherwise waives, any "moral rights" that Photographer may have in the photographs, and Photographer hereby assigns to Business all moral rights therein; and e. Photographer will upload the photographs to Google for processing within 3 business days of taking the photographs of the Business. 5. Terms Governing the Uploading, Processing, and Use of Photographs. a. Google Terms of Service. Business agrees that the uploading, processing, and use of the photographs will be governed by Google's standard online terms of service for such photographs as set forth at http://maps.google.comlhelp/maps/businessphotosltos.html b. Authorization to Upload Photographs to Google. Business hereby authorizes Photographer to upload the photographs to Google and agree to the Google Terms of Service in accordance with Section 5(a) above, on Business' behalf. 6. Limited License to Photographer. Business grants Photographer a nonexclusive license to use a reasonable number of images created under this agreement as "samples" or "portfolio copies" for Photographer to archive examples of Photographer's work and to advertise or market Photographer's professional services. 7. Time and Date of Services. Upon Signature, Photographer will reserve the time and date agreed upon to provide the photographic services. All Service Fees are non-refundable except as described in Section 8 below, or unless Photographer agrees in its sole discretion to permit a rescheduling of the services. 8. Refunds. Photographer will refund all Service Fees to the Business (but will have no further liability with respect to the agreement) if Google rejects the photographs for failure to meet the Google Business View technical specifications and Photographer does not correct the failure after re-photographing the Business at a mutually-agreed upon time. 9. Insurance. Photographer will carry comprehensive general liability insurance coverage for Photographer's activities on the Business' premises. 10. Confidentiality. Business acknowledges and agrees that this agreement is confidential information. Business will not disclose or make this agreement available to any third party except (a) Google; (b) as specifically authorized by Photographer in writing; or (c) when compelled to do so by law if Business provides reasonable prior notice to Photographer. 11. No Warranties. IN CONNECTION WITH THI$ AGREEMENT, PHOTOGRAPHER MAKES AEXHIBIT NO REPRESENTATIONS AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE 2ot?PHOTOGRAPHIC SERVICES OR THE PHOTOGRAPHS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PHOTOGRAPHER https:llindianapolis360.freshbooks.com/showlnvoice?invoiceid=395890 2/3 21'13/2015 Invoice: Sergio Bennett MAKES NO REPRESENTATION OR WARRANTY THAT THE PHOTOGRAPHS WILL UL TI MA TEL Y BE DISPLAYED BY GOOGLE. 12. Limitations on Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW (A) NEITHER PARTY WILL BE LIABLE (UNDER ANY THEORY OR CIRCUMSTANCE) FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND (B) NEITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT OF THE SERVICE FEE. 13. Modifications. Any modification of this agreement must be in writing and signed by both parties. 14. Entire Agreement. This agreement incorporates the entire understanding of the parties relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Notes Thanks for supporting Indianapolis 360 -Indy's Trusted Google Photographer! EXHIBIT https:lli ndianapolis360.f reshbooks.com/showlnvoice?invoiceid=395890 313 211612015 Estimate: Melanie Lentz Indianapolis 360, LLC 3405 E 71 st Street Indy's Trusted Google Photography Team Indianapolis IN 46220 City of Carmel Estimate # 0000291 Melanie Lentz Estimate Date February 3, 2015 1 Civic Square ; Estimate Total $6,275.00 USD Carmel IN 46032 Item Description Unit Cost Quantity Line Total Google Business View Custom Tour The Palladium 3,375.00 Google Business View -lier 3 Studio Theater and Tarkington Theater 1,450.00 Google Business View -lier3 City Hall 1,450.00 1 3,375.00 1 1,450.00 1 1,450.00 Estimate Total $6,275.00 USD Terms 1. Google Trusted Photographer. Photographer represents and warrants that Photographer is a member in good standing of the Google Trusted Photographers Program. 2. Google Business View Program. Photographer is an independent contractor and is not a Google employee or agent, but is authorized under the Google Trusted Photographers Program to provide photographic services to local businesses that desire to participate in Google's Business View Program. Business acknowledges and agrees that, subjectto Clause 5(a) and Google's use of the photographs in accordance with Google's standard online terms of service, Business will have no rights or remedies against Google in accordance with this Agreement. 3. Service Fee Payment. The Service Fee balance will be paid after the photographs have been taken in accordance with Clause 4(a) below. 4. Services and Ownership of Photographs. In exchange for payment of the Service Fee in full: a. Photographer will take photographs of those portions of the interior of the Business premises designated by the Business as acceptable for photographing; EXHIBIT A b. Photographer will use commercially reasonable efforts to ensure that the photographs meet the Google Business View Program's technical specifications; ( of '2 https:llnap360.freshbooks.com/showEstimale?eslimateid=26755&_aIUlomain_cookies=W10%3D 113 --- 211612015 Estimate: Melanie Lentz ULTIMATELY BE DISPLAYED BY GOOGLE. 12. Limitations on Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY, AND TO THE MAXIMUM EXTENT PERMITIED BY LAW (A) NEITHER PARTY WILL BE LIABLE (UNDER ANY THEORY OR CIRCUMSTANCE) FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND (B) NEITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT OF THE SERVICE FEE. 13. Modifications. Any modification of this agreement must be in writing and signed by both parties. 14. Entire Agreement This agreement incorporates the entire understanding of the parties relating to its subject and supersedes any prior or contemporaneous agreements on that subject. EXHIBIT A '2 err: L ht!ps:llnap360.freshbooks,com/showEstimale?estimaleid=26755&_aIUj omain_cookies=W10%30