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Home My WebLink AboutPaperless Packet for BPW 04.07.21Board of Public Works and Safety Meeting Agenda Wednesday, April 7, 2021 – 10:00 a.m. Council Chambers City Hall, One Civic Square MEETING CALLED TO ORDER 1. MINUTES a. Minutes from the March 17, 2021, Regular Meeting 2. BID/QUOTE OPENINGS AND AWARDS a. Bid Opening for Golf Cart Paths – Brookshire; Bob Higgins, General Manager and Superintendent for Brookshire Golf Course b. Bid Opening for Bridge Replacements and Bank Stabilization in Brookshire Golf Club and Brookshire Mitigation Repairs; Jeremy Kashman, City Engineer 3. CONTRACTS a. Resolution BPW-04-07-21-01; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between Owner and Contractor; Granicus, LLC; ($63,519.05); GovAccess Website Design and Implementation; Nancy Heck, Director of the Department of Community Relations b. Resolution BPW-04-07-21-02; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between Owner and Contractor; Favorite Part of My Day, LLC; ($43,000.00); DEI Training; Barb Lamb, Director of Human Resources c. Resolution BPW-04-07-21-03; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between Owner and Contractor; Melrose Pyrotechnics, Inc.; ($75,000.00); Carmel Fest Fireworks; Nancy Heck, Director of the Department of Community Relations d. Resolution BPW-04-07-21-06; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between Owner and Contractor; Volkswagen Group of America, Inc. ($150,000.00); VW Contract, Consulting Fees; James Crider, Director of Administration e. Request for Purchase of Goods and Services; MEG & Associates, LLC; ($104,000.00); Event Planning and Media Services; Additional Services Amendment; Nancy Heck, Director of the Department of Community Relations f. Request for Purchase of Goods and Services; Rollfast, Inc.; ($37,770.00); Cycling Event Services; Additional Services Amendment; Nancy Heck, Director of the Department of Community Relations g. Request for Purchase of Goods and Services; Love to Ride, LLC; ($10,640.00); Love to Ride City Platform; Nancy Heck, Director of the Department of Community Relations h. Request for Purchase of Goods and Services; JAF Property Services, Inc.; ($35,025.00); Camera Upgrade – Palladium; Timothy Renick, Director of Information and Communication Systems i. Request for Purchase of Goods and Services; Surface Solutions, Inc.; ($12,433.00); Three Coat Epoxy System; Chief David Haboush, Carmel Fire Department j. Request for Purchase of Goods and Services; Meltwater Services; ($5,000.00); Additional Meltwater Services; Additional Services 4th Amendment; Nancy Heck, Director of the Department of Community Relations k. Request for Purchase of Goods and Services; CORE Planning Strategies, LLC; ($393,548.00); Project Management - Police Annex; James Crider, Director of Administration l. Request for Purchase of Goods and Services; Stryker Sales, LLC; ($27,000.00); LifePak 15 Preventative Maintenance; Chief David Haboush, Carmel Fire Department m. Request for Purchase of Goods and Services; College Avenue Design, LLC; ($19,000.00); Event Planning Services; Nancy Heck, Director of the Department of Community Relations n. Request for Purchase of Goods and Services; Tandem Mobility Quote; ($90,000.00); Bike Share Service; Mike Hollibaugh, Director of the Department of Community Services o. Request for Purchase of Goods and Services; Insight Public Sector, Inc.; ($15,373.31); Smartsheet Renewal, Data Uploader and Launch Package; Additional Services Amendment; Chief David Haboush, Carmel Fire Department 4. REQUEST TO USE CITY STREETS/PROPERTY a. Request to Use Civic Square Gazebo; Wedding Ceremony; September 24th, 2021; 1:00 PM – 3:00 PM; Nicole Gallion b. Request to Use Japanese Garden; Wedding Ceremony; April 20th, 2021; 12:00 PM – 1:00 PM; Carly R. Hatfield c. Request to Use Civic Square Gazebo; School of Rock Carmel Spring Final Performances; April 17th, 2021; April 18th, 2021; April 25th, 2021; 9:00 AM – 7:30 PM; Nicole Roach, School of Rock Carmel d. Request to Use Civic Square Gazebo; Wedding Ceremony; May 22nd, 2021; 1:00 PM – 3:00 PM; Ryan A. Sullivan e. Request to Use Carter Green; Carmel Culinary Boosters Fundraising Dinner; May 10th, 2021; 10:00 AM – 10:00 PM; Nicholas Carter, Carmel High School f. Request to Acknowledge Mayor’s Approval of Street Closure; Elm Street From Veterans Way to Monon Boulevard - Midtown Selfie Station Installation; March 30th, 2021; 8:00 AM – 5:00 PM; Molly O’Connor, City of Carmel 5. OTHER a. Request for Water Line Easement Agreement; 1630 E. 109th St; William A. Baten, Property Owner b. Request for Water Line Easement Agreement; 1645 E. 109th St; Jonathan and Nathalia Bedrava, Property Owners c. Request for Water Line Easement Agreement; 1605 E. 109th St; Daniel J. Cockrell, Property Owner d. Request for Water Line Easement Agreement; 10699 Highland Dr.; Michael N. Helsley and Ellen Leonard, Property Owners e. Request for Water Line Easement Agreement; 1600 E. 109th St; Scott T. and Jennifer L. Irvine, Property Owners f. Request for Water Line Easement Agreement; 1635 E. 109th St; Jeremy D. and Teresa L. Kirkbride, Property Owners g. Request for Water Line Easement Agreement; 1652 E. 109th St; Corey A. and Gary L. McNutt, Property Owners h. Request for Water Line Easement Agreement; 1615 E. 109th St; Steven Miller, Property Owner i. Request for Water Line Easement Agreement; 10685 Highland Dr.; Arthur G. and Jeanette L. Russ, Property Owners j. Request for Water Line Easement Agreement; 1620 E. 109th St; Robert E. and Tamye Sharp, Property Owners k. Request for Water Line Easement Agreement; 10687 Highland Dr.; Jennifer Anne Tassell and Logan Edward Marks, Property Owners l. Request for Water Line Easement Agreement; 10680 Highland Dr.; Douglas H. and Kay M. Thompson, Property Owners m. Request for Water Line Easement Agreement; 1625 E. 109th St; Robert L. Walker, Jr., Property Owner n. Request for Water Line Easement Agreement; 1609 E. 109th St; Edwina K. West and Beth A. Klivansky, Property Owners o. Request for Water Line Easement Agreement; 10840 Westfield Blvd.; Brandon C. and Erin N. Whittington, Property Owners p. Resolution BPW-04-07-21-04; A Resolution of the City of Carmel Board of Public Works and Safety of the City of Carmel, Indiana, Approving the Transfer and Presentation of Pistol and Badge; Todd C. Clark; Chief James Barlow, Carmel Police Department q. Resolution BPW-04-07-21-05; A Resolution of the City of Carmel Board of Public Works and Safety of the City of Carmel, Indiana, Approving the Transfer and Presentation of Pistol and Badge; Nancy L. Zellers; Chief James Barlow, Carmel Police Department r. Resolution BPW-04-07-21-08; A Resolution of the City of Carmel Board of Public Works and Safety of the City of Carmel, Indiana, Regarding the Intergovernmental Transfer of Certain Property Interests; 10701 North College Avenue; Carmel Fire Department Lease Agreement; Chief David Haboush, Carmel Fire Department s. Request for Consent to Encroach; 4655 Brauer Lane; Ryan and Michelle Bradbury, Property Owners t. Request for Waiver of City Code #6.145; 1100 E. 116th St.; Controlled Burn for Maintenance of Pond Banks; Jim Engledow, Engledow u. Request for Grant of Storm Water Technical Standards Waiver; North End; Kaleb Sondgerath, Kimley Horn v. Request for Grant of Storm Water Technical Standards Waiver; Pennwood Professional Office Park; 11585 N Pennsylvania; Roger Ward, Roger Ward Engineering w. Request for Waiver of BPW Resolution No. 04-28-17-01 / Lane Restrictions; Install Fiber Optic Cables; 100 W. 96th St.; Steve Carr, AT&T x. Request for Waiver of BPW Resolution No. 04-28-17-01 / Lane Restrictions; Small Cell Installation; 12091 Shelborne Road; 12017 Towne Road; 11597 Shelborne Road; 11612 Towne Road; 11589 Ditch Road; Steve Carr, AT&T y. Request for Waiver of BPW Resolution No. 04-28-17-01 / Lane Restrictions; Guilford Road and 126th St.; Duke Energy z. Request for Waiver of BPW Resolution No. 04-28-17-01 / Lane Restrictions; Maintenance on Existing Aerial Facilities; Various Locations; Nicole Halbert, Duke Energy aa. Request for Sidewalk and Lane Closure / Open Pavement Cut; 730 1st Ave. NE; Wills Excavating bb. Request for Curb Cut / Curb Cut Vacation; 13120 Six Points Road; Andrius Doniela, Homeowner cc. Request for Replat; Hamlet at Jackson’s Grant Lots 9,10 and 11; Leigh Anne Ferrell, Stoepplewerth 6. PUBLIC HEARING a. Resolution BPW-04-07-21-07; A Resolution of the City of Carmel Board of Public Works and Safety of the City of Carmel, Indiana, Regarding the Third Party Transfer of Real Property; Keystone and 96th Remnant Parcels; Jeremy Kashman, City Engineer 7. ADJOURNMENT Board of Public Works and Safety Meeting 1 Minutes 2 Wednesday, March 17, 2021 – 10:00 a.m. 3 Via Videoconference 4 5 6 7 MEETING CALLED TO ORDER8 9 Mayor Brainard called the meeting to order at 10:01 AM 10 11 The meeting was held via videoconference. 12 13 Mayor Brainard requests the next Board of Public Works meeting, set for April 7, 2021, be held in person at 14 Carmel City Hall in Council Chambers. 15 16 MEMBERS PRESENT17 18 Mayor James Brainard, Board Members Mary Ann Burke and Lori Watson, and Deputy Clerk Jennifer Stites 19 were present. 20 21 MINUTES22 23 Minutes from the March 3, 2021, Regular Meeting were approved 3-0. 24 25 BID/QUOTE OPENINGS AND AWARDS 26 27 Bid Award for Mill and Resurface Various City Streets – 2020 Community Crossing Grant; Jeremy Kashman, 28 City Engineer, recommended awarding the bid to The Harding Group as they were the lowest and most 29 responsive bidder. Board Member Burke moved to award the bid to The Harding Group in the amount of 30 $2,264,960.80. Board Member Watson seconded. Request approved 3-0. 31 32 Bid Opening for 2021 paving; Deputy Stites opened the bids and read them aloud: 33 34 Contractor Bid 35 Harding Group Base $2,930,572.55 36 Alt 1 $697,492.30 37 Alt 2 $334,371.30 38 Alt 3 $332,058.30 39 Reith Riley Construction Base $3,134,740.40 40 Alt 1 $790,750.00 41 Alt 2 $399,195.00 42 Alt 3 $366,195.00 43 Milestone Contractors L.P. Base $3,209,171.68 44 Alt 1 $822,809.00 45 Alt 2 $417,991.50 46 Alt 3 $380,013.50 47 48 49 50 PERFORMANCE RELEASE APPROVAL REQUESTS 51 52 Resolution BPW 03-17-21-01; The Grove at The Legacy; Sec. 1 Structural BMP, Sec. 1 Veg. BMP, Sec. 1A 53 Streets, Sec. 1B Ramps, Sec. 1B Path, Sec. 2 Erosion Control, Sec. 3B/3C Erosion Control, Sec. 3B/3C Temp 54 Erosion Control; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 55 3-0. 56 57 CONTRACTS58 59 Request for Purchase of Goods and Services; Municipal Emergency Services, Inc.; ($22,041.80); Emergency 60 Services Equipment; Additional Services Amendment; Board Member Burke moved to approve. Board Member 61 Watson seconded. Request approved 3-0. 62 63 Request for Purchase of Goods and Services; Travel Indiana, LLC; ($21,490.00); 2021 Travel Indiana 64 Advertisements; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 65 3-0. 66 67 Request for Purchase of Goods and Services; Harding Group. LLC2001cm; ($2,264,960.80); Mill and 68 Resurface Various City Streets; Board Member Burke moved to approve. Board Member Watson seconded. 69 Request approved 3-0. 70 71 Request for Purchase of Goods and Services; Kelley Automotive Group, LLC; ($20,170.00); 2021 Chevrolet 72 Tahoe; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 73 74 Request for Purchase of Goods and Services; Gradex, Inc.; (-$196,852.74); 16-ENG-38 Executive Drive and 75 Rangeline Road RAB; CO #3; Board Member Burke moved to approve. Board Member Watson seconded. 76 Request approved 3-0. 77 78 Request for Purchase of Goods and Services; TSW Utility Solutions; ($1,830.00); Smokey Row Utility 79 Extension; CO #1; Board Member Burke moved to approve. Board Member Watson seconded. Request 80 approved 3-0. 81 82 Request for Purchase of Goods and Services; Morphey Construction; ($5,722.20); 16-ENG-70 Rangeline Road 83 Streetscape / Proscenium Streetscape; CO #2; Board Member Burke moved to approve. Board Member Watson 84 seconded. Request approved 3-0. 85 86 Request for Purchase of Goods and Services; Omni Centre for Public Media, Inc.; ($78,217.20); Cable 87 Channel Productions and Maintenance; Additional Services Amendment; Board Member Burke moved to 88 approve. Board Member Watson seconded. Request approved 3-0. 89 90 91 REQUEST TO USE CITY STREETS/PROPERTY 92 93 Request to Acknowledge Mayor’s Approval of Use / Closure of City Streets; St. Patrick’s Day Celebration; March 94 12th – 13th, March 17th, 2021; 12:00 PM – 12:00 AM; Board Member Burke moved to approve. Board Member 95 Watson seconded. Request approved 3-0. 96 97 Request to Use Veterans Memorial Plaza; Gold Star Family Luminary Night; September 26th, 2021; 6:00 PM – 98 10:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 99 100 OTHER101 102 Request Consent to Encroach; 1034 Oswego Road; Board Member Burke moved to approve. Board Member 103 Watson seconded. Request approved 3-0. 104 105 Request for Third Amendment to Lease Agreement; 473 Third Ave SW; Board Member Burke moved to 106 approve. Board Member Watson seconded. Request approved 3-0. 107 108 Request for Grant of Perpetual Storm Water Management Easement; 1525 Preston Trail; Board Member Burke 109 moved to approve. Board Member Watson seconded. Request approved 3-0. 110 111 Request for Grant of Perpetual Storm Water Management Easement; Meadowlark Park; Board Member Burke 112 moved to approve. Board Member Watson seconded. Request approved 3-0. 113 114 Request for Grant of Storm Water Technical Standards Waiver; 11180 Westfield Blvd; Board Member Burke 115 moved to approve. Board Member Watson seconded. Request approved 3-0. 116 117 Request for Grant of Storm Water Technical Standards Waiver; Avenue at Bennett Farm, 11100 N. Michigan 118 Rd; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 119 120 Request for Waiver of BPW Resolution No. 04-28-17-01 / Lane Restrictions; Install Fiber Optic Cables; 121 Various Locations; Board Member Burke moved to approve. Board Member Watson seconded. Request 122 approved 3-0. 123 124 Request for Alley Restriction / Open Pavement Cut; 530 2nd Ave NE: Board Member Burke moved to approve. 125 Board Member Watson seconded. Request approved 3-0. 126 127 Request for Replat; Mayflower Park; Board Member Burke moved to approve. Board Member Watson 128 seconded. Request approved 3-0. 129 130 ADD-ONS131 132 Request for Purchase of Goods and Services; Windstream Communications, LLC; ($41,631.84, per annum); 133 Phone Service, VOIP; Board Member Burke moved to add the item on. Board Member Watson seconded. Add-on 134 approved 3-0; Board Member Burke moved to approve request. Board Member Watson seconded. Request approved 135 3-0. 136 137 Request for Purchase of Goods and Services; Gnarly Tree Sustainability Institute; ($11,825.00); Consultant 138 Services; Board Member Burke moved to add the item on. Board Member Watson seconded. Add-on approved 3-0; 139 Board Member Burke moved to approve request. Board Member Watson seconded. Request approved 3-0. 140 141 Request for VW Project Funding Agreement; IDEM Grant; ($18,000.00 Grant); Vehicle Charging Stations; 142 Board Member Burke moved to add the item on. Board Member Watson seconded. Add-on approved 3-0; Board 143 Member Burke moved to approve request. Board Member Watson seconded. Request approved 3-0. 144 145 Resolution BPW 03-17-21-02; A Resolution Requesting the Provision of Certain Infrastructure or Other Impact 146 Zone Improvements in Lieu of and as a Credit Against the Payment of Parks and Recreation Impact Fees 147 (“PRIF”) and Approving a PRIF Credit Agreement; Board Member Burke moved to add the item on. Board 148 Member Watson seconded. Add-on approved 3-0; Board Member Burke moved to approve request. Board Member 149 Watson seconded. Request approved 3-0. 150 151 Resolution BPW 03-17-21-03; A Resolution Requesting the Provision of Certain Infrastructure or Other Impact 152 Zone Improvements in Lieu of and as a Credit Against the Payment of Parks and Recreation Impact Fees 153 (“PRIF”) and Approving a PRIF Credit Agreement; Board Member Burke moved to add the item on. Board 154 Member Watson seconded. Add-on approved 3-0; Board Member Burke moved to approve request. Board Member 155 Watson seconded. Request approved 3-0. 156 157 158 ADJOURNMENT159 160 Mayor Brainard adjourned the meeting at 10:20 a.m. 161 162 163 _____________________________________ 164 Sue Wolfgang – City Clerk 165 166 Approved 167 168 _____________________________________ 169 Mayor James Brainard 170 171 ATTEST: 172 173 __________________________________ 174 Sue Wolfgang – City Clerk 175 RESOLUTION NO. BPW 04-07-21-01 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt of the Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge Agreement Granicus, Inc.docx3/22/20211:09PM RESOLUTION NO. BPW 04-07-21-02 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt ofthe Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge Agreement Favorite PartofMy Day, LLC.docx3/22/20211:08PM RESOLUTION NO. BPW 04-07-21-03 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt of the Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge Agreement Melrose Pyrotechnics, Inc.docx3/23/202112:27PM RESOLUTION NO. BPW 04-07-21-06 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt of the Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public for review. SO RESOLVED this day of , 2021. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\EBass\\MyDocuments\\BPW-Resolutions\\2021\\Acknowledge Agreement Volkswagen GroupofAmerica, Inc.docx3/29/20219:10AM Volkswagen Group of America, Inc. Appropriation #'s 1115 44-632.02, 1160 43-419.99, 1205 43-480.00, 1192 43-404.00, 202 43-401.00 P.O.#s: 105048, 105049, 105051, 105052, 34615 Contract Not To Exceed $150,000.00 41"Ni SALES CONTRACT AND INDEMNITY AGREEMENT dCJ q0 This Sales Contract and Indemnity Agreement ("Agreement") is made effective as of March 22nd, 2021 (the "Effective Date"), by and between Volkswagen Group of America, Inc. Seller") and the City of Carmel, an Indiana municipal corporation, acting by and through its Board of Public Works and Safety ("Buyer"). Party shall mean the Seller or Buyer as the context dictates, and when used in the plural, shall mean the Seller and Buyer. RECITALS WHEREAS, Seller and its affiliates have developed a computer vision platform to extract aggregated data from existing camera networks to support advanced city planning and mobility optimization and Seller is the authorized importer and distributor of all Volkswagen and Audi brand vehicles into the United States. WHEREAS, Buyer operates a large network of cameras that can observe traffic patterns. As part of Buyer's operations, Buyer intends to acquire, under the terms and conditions below, the products/services described herein from Seller. WHEREAS, Buyer acknowledges and agrees that Seller has not made any representations as to whether Buyer's proposed use of the below described products/ services, as modified, are appropriate for Buyer's purposes or otherwise. Buyer acknowledges that Seller is selling the below described product/ service and equipment to Buyer "as is", and the Buyer will use them as Buyer sees fit without input of any kind from Seller. WHEREAS, the Buyer and Seller intend to make use of Buyer's existing infrastructure to extract data from video streams by selecting existing camera needs and integrating them into Seller's affiliates' vision workbench (VW2). After making sure the video quality is sufficient, Seller and its affiliates will analyze the extractable feature and a proper selection will be used for further analysis. The analysis results will be visualized with a graphical dashboard and aggregated in a final report, which will be shared with the Buyer. NOW, THEREFORE, the Parties hereto agree as follows: Volkswagen Group of America, Inc. Appropriation #'s 1115 44-632.02, 1160 43-419.99, 1205 43-480.00, 1192 43-404.00, 202 43-401.00 P.O.#s: 105048, 105049, 105051, 105052, 34615 Contract Not To Exceed $150,000.00 1. Purchase and Description. For the purchase price, and on terms and conditions set forth in this Agreement, Seller sells and Buyer purchases access to dedicated Industrial computer vision (ICV) platform and usage of existing use cases on ICV sold "as is" solely for testing purposes and not for resale or consumer use, which usages are not permitted under this Agreement. 2. Purchase Price. The purchase price of the Product/Service is One Hundred Fifty Thousand Dollars 150,000.00), exclusive of all applicable taxes as set forth in paragraph 4 below. 3. Payment Terms, Delivery. Upon delivery of the products/services to the Buyer, Seller shall submit an invoice to Buyer detailing the products/services provided to Buyer. Buyer shall pay Seller for such products/services within thirty-five (35) days after the date of Buyer's receipt of Seller's invoice. 4. Taxes. All taxes will be paid or reimbursed by the Buyer. All of the prices provided for by this Agreement are exclusive of all federal, state, municipal, or other political subdivision excise, sales, use, property, occupational, or like taxes currently applicable. To the extent Seller is obligated to pay use or any other taxes on Buyer's behalf, Seller reserves the right, at any time, to collect such amounts from Buyer. 5. Title and Ownership, Registration. Subject to the terms and conditions of this agreement, including the restrictions on use and resale set forth in paragraph 7 below, ownership and title to the Product/Service shall transfer to Buyer upon confirmed payment in full to Seller; provided, however, that Buyer shall not acquire any ownership or title to any patents, copyrights, trade secrets, or other intellectual Volkswagen Group of America, Inc. Appropriation #'s 1115 44-632.02, 1160 43-419.99, 1205 43-480,00, 1192 43-404.00, 202 43-401.00 P.O.#s: 105048, 105049, 105051, 105052, 34615 Contract Not To Exceed $150,000.00 property rights or technology embodied in the Product/ Service or Equipment ("Seller IP"). For the avoidance of doubt, the Seller IP is licensed and not sold. Other than a limited license to use any technology or intellectual property rights incorporated into the Product]Service and Equipment (such limited license to Seller IP being limited to the use of the Product/Service; subject to the restrictions in paragraph 7 and provided without the right to license, sublicense, sell or resell any such technology or Seller IP), Seller does not assign, sell or transfer any intellectual property rights or technology or grant any license, covenant not to sue or other right under any intellectual property rights or technology, to Buyer, including by implication, estoppel, exhaustion or otherwise. All rights not expressly assigned, sold, transferred, or granted by Seller are hereby reserved. 6. Condition of Product] Service and Equipment. THE PRODUCT IS BEING SOLD ON AN "AS IS" BASIS AND SELLER MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND CONCERNING THE PRODUCT AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, CREATION, VALIDITY, ENFORCEABILITY AND SCOPE OF ANY INTELLECTUAL PROPERTY RIGHTS OR CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCT. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR SIMILAR DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR LOST PROFITS, REGARDLESS OF WHETHER THE PARTY WAS ADVISED, HAD OTHER REASON TO KNOW OR IN FACT KNEW OF THE POSSIBILITY OF THE FOREGOING, THIS SECTION 6 SHALL SURVIVE THE EXPIRATION OR ANY EARLIER TERMINATION OF THIS AGREEMENT. Buyer purchases the Product/Service in its present condition without any warranty by Seller, express or implied and understands and agrees that any Seller warranties do not apply to the Product/ Service. 7. Restrictions on Use, Resale, and Destruction of Product] Service and Equipment Buyer shall be restricted in its use of the Product/ Service to the United States. Exporting, shipping or operating the Product] Service out of the United States is forbidden under this Agreement. Buyer agrees not to sell, transfer, assign or give the Product/ Service and/or Equipment to any other person or entity. Volkswagen Group of America, Inc. Appropriation #'s 1115 44-632.02, 1160 43-419.99, 1205 43-480.00, 1192 43-404.00, 202 43-401.00 P.O.#s: 105048, 105049, 105051, 105052, 34615 Contract Not To Exceed $150,000.00 8. Buyer's Assumption of All Risk and Reporting Requirements, Seller's Maximum Liability. Buyer assumes all risks and liabilities pertaining to the use and operation of the Product/ Service, whether or not disclosed herein, prior to its transfer to Buyer. Buyer also assumes all risks pertaining to the use and operation of the Equipment. In no event shall Seller's maximum liability for any claim or action of any kind arising out of, in connection with or resulting from the manufacture, sale, delivery, resale, use, or repair of the Product/ Service or Equipment exceed the purchase price paid for the Product/ Service and Equipment. 9. Indemnity, Contribution and Hold Harmless. Buyer fully releases and agrees to defend, indemnify and hold harmless Seller (including its assigns, parents, affiliates, subsidiaries, officers and employees) from any and all demands, claims, actions, lawsuits, liability, injuries, death(s), damages, costs, charges and expenses, including but not limited to attorneys' fees, that may be alleged, asserted or made against Seller including its assigns, parents, affiliates, subsidiaries, officers and employees) that relate in any way and/or that arise out of the sale or use of the Product/ Service and Equipment, or to the use of the Product/ Service and Equipment, including any allegation or assertion by a third party that Buyer's use of the Product/ Service or modifications made to the Product/ Service or the Equipment infringes, misappropriates, or violates any third party intellectual property rights, trade secrets or contractual obligations. Buyer further agrees to defend, indemnify and hold harmless Seller (including its assigns, parents, affiliates, subsidiaries, officers and employees) from any and all demands, claims, actions, lawsuits, liability, injuries, death(s), damages, costs, charges and expenses, including but not limited to attorneys' fees, that may be alleged, asserted or made against Seller (including its assigns, parents, affiliates, subsidiaries, officers and employees) whether brought by a federal, state, or local governmental agency, or any other person or entity, caused by or arising out of: a) Buyer's failure to comply with federal, state, and local statutes, laws, rules, regulations, ordinances, and orders including all industry rules, policies, and regulations, in connection with the Product/ Service; and b) Buyer's breach of any material term of this Agreement. Volkswagen Group of America, Inc. Appropriation Ws 1115 44-632.02, 1160 43-419.99, 1205 43-480.00, 1192 43-404.00, 202 43-401.00 P.O.#s: 105048, 105049, 105051, 105052, 34615 Contract Not To Exceed $150,000.00 10. FORCE MAJEURE. Neither party shall be responsible to the other for failure to perform any of the obligations imposed by this Agreement, provided such failure shall be occasioned by fire, flood, explosion, lightning, windstorm, earthquake, epidemics, subsidence of soil, failure or destruction, in whole or in part, of machinery or equipment or failure of supply of materials, discontinuity in the supply of power, governmental interference, civil commotion, riot, war, strikes, labor disturbance, transportation difficulties, labor shortage or any other conditions of whatsoever nature or description beyond their reasonable control. 11. Successors and Assigns Bound. This Agreement shall be binding upon and inure to the benefit of the parties and their legal representatives and successors and assigns. 12. Independence. The parties' relationship, as established by this Agreement, is solely that of independent contractors. Neither this Agreement, nor conduct related to performance under this agreement, shall establish either parry as the agent, employee, partner, joint venturer, or legal representative of the other party for any purpose whatsoever. No such rights shall be implied unless and until such time as some other agreement specifies those rights, in full and in writing, signed by both parties. Except as expressly provided herein, neither party may be held liable for the acts either of omission or commission of the other party, and neither party is granted any express or implied right or authority to assume or to create any obligation or responsibility on behalf of or in the name of the other party or to bind the same to any contract, agreement, arrangement, warranty, representation or otherwise with any other individual or entity in any manner whatsoever. 13. Assignment. The rights and obligations under this Agreement or the Agreement itself, either in whole or part, shall not be assigned or transferred by either party without the prior written consent of the other party. Any assignment or attempted assignment of this Agreement or any party Volkswagen Group of America, Inc. Appropriation Ws 1115 44-632.02, 1160 43-419.99, 1205 43-480.00, 1192 43-404.00, 202 43-401.00 P.O.#s:105048, 105049, 105051, 105052, 34615 Contract Not To Exceed $150,000.00 thereof, whether by voluntary act or operation of law, shall be null and void, unless it is approved in writing by the other party in advance. Neither party has an obligation to consent to the assignment of this Agreement. 14. Confidentiality and Notices. The parties shall treat this Agreement and any Proprietary Information as confidential and not disclose it to third parties (other than their affiliates and employees) except as may be required by law or subject to the terms of a non -disclosure agreement limiting any further disclosure or use. 'Proprietary Information', for the purposes of this Agreement, shall mean certain proprietary or confidential business or technical information including, but not limited to, technical, financial, commercial, marketing or other business information relating to the subject matter of the research to be performed under this project, that the disclosing party desires to protect against unrestricted disclosure or competitive use. To be subject to this Agreement, information disclosed in writing must be labeled with an appropriate proprietary legend. If disclosed verbally or visually, Proprietary Information shall be designated as proprietary at the time of such disclosure, with subsequent confirmation provided in writing within ten (10) calendar days following such disclosure, referencing the date and description of the Proprietary Information disclosed with an appropriate proprietary legend affixed thereto. Proprietary Information disclosed by Seller may include invention disclosures or other confidential information of Seller. For a period of three (3) years from the date of disclosure (or in case of trade secrets, as long as such proprietary information remains a trade secret), the receiving parry shall: a) Protect received Proprietary Information from disclosure to third parties with at least the same degree of care (but no less than a reasonable degree of care) as it uses to protect its own proprietary or confidential information of like kind from unauthorized use or disclosure; b) Limit the access to and dissemination of received Proprietary Information only to those individuals who have a need for such information to fulfill the Agreement stated herein and have been notified of and agree to the obligations imposed by this Agreement; c) Use received Proprietary Information only in furtherance of the Agreement; and Volkswagen Group of America, Inc. Appropriation #'s 1115 44-632.02, 1160 43-419.99, 1205 43-480.00, 1192 43-404.00, 202 43-401.00 P.O.#s: 105048, 105049, 105051, 105052, 34615 Contract Not To Exceed $150,000.00 d) Not reproduce received Proprietary Information or incorporate it into derivative works or notes unless necessary to fulfill the Purpose, and in such case only if that Proprietary Information continues to be identified as Proprietary Information of the disclosing party. The foregoing shall not apply to any information that the receiving party can show by competent evidence: a) Was known to it prior to the disclosure of that information by the disclosing party; or b) Is independently developed by or for it without breach of this Agreement by persons who have not been exposed to the Proprietary Information; or c) Was publicly available and readily ascertainable in substantially the same form at the time of disclosure, or became publicly available and readily ascertainable in such form without breach of this Agreement; or d) Was or is publicly disclosed by the disclosing party, or is rightfully received by the receiving party from a third party, without an obligation of confidentiality; or e) Is required to be disclosed pursuant to a requirement of a governmental agency or law of the United States or State of Indiana, or any governmental or political subdivision thereof, so long as the Party required to disclose the information provides the other Party with timely prior notice of such requirement.. Proprietary Information remains the property of the disclosing party. Upon written request of the disclosing party, the receiving party shall immediately return or destroy the Proprietary Information supplied by the disclosing party, including any and all copies thereof and including all analyses, compilations, summaries, studies and other material prepared by such party or its employees and based in whole or in part on, or otherwise containing or reflecting, any of the Proprietary Information. It is agreed that receipt from the other party of Proprietary Information does not grant any rights, either expressly, by implication, estoppel, or otherwise to intellectual property or any other right or license, except as specifically set forth herein. No exchange of information by the parties shall operate as a representation, warranty, assurance, guarantee, or inducement by either party to the other with respect to the infringement of trademarks, patents, copyright, or any rights of privacy, or other rights of third persons. Volkswagen Group of America, Inc. Appropriation Ws 1115 44-632.02, 1160 43-419.99, 1205 43-480.00, 1192 43.404.00, 202 43-401.00 P.O.#s:105048, 105049, 105051, 105052, 34615 Contract Not To Exceed $150,000.00 Any notice given by any party under this Agreement shall be delivered or sent by United States mail, postage prepaid, and addressed to their respective addresses for notices as indicated below. 15. Governing Law. This Agreement and the legal relations between the parties shall be governed and construed in accordance with the laws of the State of Indiana. 16. Counterparts. This Agreement may be executed in counterparts, each of which, when so executed shall be deemed an original. All such counterparts shall constitute one and the same agreement. Any signature delivered by electronic transmission shall be deemed to be an original signature hereto. 17. Severability. If any part of this Agreement shall be adjudged invalid by any court of competent jurisdiction, that judgment shall not affect or nullify the remainder of this Agreement and its effect shall be confined to the part immediately involved in the controversy adjudged. 18. Nondiscrimination. Seller 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. Volkswagen Group of America, Inc. Appropriation #'s 1115 44-632.02, 1160 43-419.99, 1205 43-480.00, 1192 43-404.00, 202 43-401.00 P.O.#s: 105048, 105049,105051, 105052, 34615 Contract Not To Exceed $150,000.00 19. 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"), Seller 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 A, affirming that it is enrolled and participating in the E-verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Seller shall provide the City with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Seller 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 Seller 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. 20. Debarment and Suspension. 20.1 The Seller certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term "principal" for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Seller. 20.2 The Seller certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Seller shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City's request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 21. Iran Certification. Volkswagen Group of America, Inc. Appropriation Irs 1115 44-632.02, 1160 43-419.99, 1205 43-480.00, 1192 43-404.00, 202 43-401.00 P.O.#s: 105048, 105049, 105051, 105052, 34615 Contract Not To Exceed $150,000.00 Pursuant to I.C. § 5-22-16.5, the Seller shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran- 22. Entire Agreement. This document contains the entire agreement of the parties and supersedes any prior written or oral agreements between Buyer and Seller concerning the subject matter of this Agreement. The parties hereto acknowledge and agree that there are no representations, agreements, arrangements or understandings, oral or written, between the parties, relating to the subject matter of this Agreements that are not fully expressed in this document. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: City Of Carmel, Indiana BUYER") by and through its Board of Public Works and Safety 0 James Brainard, Presiding Officer Date: March 22, 2021 Mary Ann Burke, Member Date: Volkswagen Group of America, Inc. SELLER") By: Siniora Benoit Digitally signed by VWPKI Siniora Benoit VWPKI 365132E53CC8E 3B5132E53Cc8E6coDate: 2021.03.22 6C0 15:19:12-04'00' Authorized Signature Benoit Siniora Printed Name VP of IT Technology Operations Title Volkswagen Group of America, Inc. Appropriation #'s 1115 44-632,02, 1160 43-419.99, 1205 43-480.00, 1192 43-404.00, 202 43-401.00 P.O.#s: 105048, 105049, 105051, 105052, 34615 Contract Not To Exceed $150,000.00 Date: March 22, 2021 Lori S. Watson, Member Date: ATTEST. Sue Wolfgang, Clerk Date: Address: Address: City of Carmel Volkswagen Group of America, Inc. 1 Civic Square 2200 Ferdinand Porsche Drive Carmel, IN 46032 Herndon, VA 20171, USA Volkswagen Group of America, Inc. Appropriation #'s 1115 44-632.02, 1160 43-419.99, 1205 43-480.00, 1192 43-404.00, 202 43-401.00 P.O.#s: 105048, 105049, 105051, 105052, 34615 Contract Not To Exceed $150,000.00 EXHIBIT A AFFIDAVIT Volkswagen Group of America, Inc. Appropriation $rs 1115 44-632,02, 1160 43-419.99,1205 43-480.00, 1192 43-404.00, 202 43-401.00 P.O.#s: 105048, 105049, 105051,105052, 3461S Contract Not To Exceed $150,000.00 Benoit Siniora , being first duly sworn, deposes and says that he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this matter, could testify as follows: 1. I am over eighteen (18) years of age and am competent to testify to the facts contained herein. 2. 1 am now and at all times relevant herein have been employed by VW Group of America (the "Employer') in the position of VP of IT Technology Operations 3. 1 am familiar with the employment policies, practices, and procedures of the Employer and have the authority to act on behalf of the Employer. 4. The Employer is enrolled and participates in the federal E-Verify program and has provided documentation of such enrollment and participation to the City of Carmel, Indiana. 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the _22nd day of ,March 20_20_. Siniora Benoit Digitally signed by Siniora Benoit VWPKI VWPKI M5132E53CCMC0 3B5132E53CC8E6C0 Date: 2021.03.2215:20:02 Volkswagen Group of America, Inc. Appropriation Ws 1115 44-632.02, 1160 43.419.99,1205 43-480.00, 1192 43-404.00, 202 43-401.00 P.O.#s: 105048, 105049, 105051, 105052, 34615 Contract Not To Exceed $150,000.00 Printed:Benoit Siniora I certify under the penalties for perjury under the laws of the United States of America and the State of Indiana that the foregoing factual statements and representations are true and correct. Siniora Benoit Digitally signed by Siniora Benoit VWPKI VWPKI 3B5132E53CC8E6C0 3B5132E53CCBE6C0 Date: 2021.03.2215:21:18 Printed: _Benoit Siniora Page 1 of 1INDIANARETAILTAXEXEMPT PURCHASE ORDER NUMBERCERTIFICATENO. 003120155 0020CityofCarmel FEDERAL EXCISE TAX EXEMPT 105052 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCEFORMAPPROVEDBYSTATEBOARDOFACCOUNTSFORCITYOFCARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VW Contract3/10/2021375516 VOLKSWAGON GROUP OF AMERICA Dept of Community Service VENDORSHIP2200FERDINANDPORSCHEDR 1Civic Square TO Carmel, IN 46032- HERNDON, VA 20171 - PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 54656 QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION Department:Fund: 1192101General Fund Account: 43-404.00 1EachConsulting Fees$30,000.00$30,000.00 Sub Total 30,000.00 Send Invoice To: Dept of Community ServiceDOCS's portion of VW Contract 1Civic Square Carmel, IN 46032- PLEASE INVOICE INDUPLICATE DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT 30,000.00PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN C.O.D. SHIPMENT CANNOT BE ACCEPTED.THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABE THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 194 ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO. Mike HollibaughJames Crider TITLE DirectorDirector of Administration CONTROL NO. 105052 CONTROLLER Page 1 of 1INDIANARETAILTAXEXEMPT CERTIFICATE NO. 003120155 0020PURCHASE ORDER NUMBERCityofCarmel FEDERAL EXCISE TAXEXEMPT 105049 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BYSTATE BOARD OFACCOUNTS FOR CITY OFCARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VWCONTRACT3/10/2021375516 VOLKSWAGON GROUP OF AMERICA Mayor's Office VENDORSHIP2200FERDINANDPORSCHEDR 1Civic Square TO Carmel, IN 46032- HERNDON, VA 20171 - PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 54634 QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION Department:Fund: 1160101General Fund Account: 43-419.99 1EachVW CONTRACT$50,000.00$50,000.00 Sub Total 50,000.00 Send Invoice To: Mayor's Office 1Civic Square Carmel, IN 46032- PLEASE INVOICE INDUPLICATE DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT 50,000.00PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN C.O.D. SHIPMENT CANNOT BE ACCEPTED.THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO. Sharon KibbeJames Crider TITLEExecutive Office ManagerDirector ofAdministration CONTROL NO. 105049 CONTROLLER Page 1 of 1INDIANARETAILTAXEXEMPT PURCHASE ORDER NUMBERCERTIFICATENO. 003120155 0020CityofCarmel FEDERAL EXCISE TAX EXEMPT 105051 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCEFORMAPPROVEDBYSTATEBOARDOFACCOUNTSFORCITYOFCARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 3/9/2021375516 VOLKSWAGON GROUP OF AMERICA General Administration VENDORSHIP2200FERDINANDPORSCHEDR 1Civic Square TO Carmel, IN 46032- HERNDON, VA 20171 - PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 54609 QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION Department:Fund: 1205101General Fund Account: 43-480.00 1EachMayor Project$20,000.00$20,000.00 Sub Total 20,000.00 Send Invoice To: Dept of Administration 1Civic Square Carmel, IN 46032- PLEASE INVOICE INDUPLICATE DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT 20,000.00PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN C.O.D. SHIPMENT CANNOT BE ACCEPTED.THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABE THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 194 ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO. James CriderJames Crider TITLE Director ofAdministrationDirector ofAdministration CONTROL NO. 105051 CONTROLLER CzKpoPcfsmboefsbu9;4:bn-Nbs28-3132 City of Carmel and MEG & Associates SCOPE OF PROFESSIONAL SERVICES FOR CITY OF CARMEL EVENT PLANNING, EVENT MANAGEMENT AND MEDIA ENHANCEMENT PLUS RATE SCHEDULE (2021) ItemTimingRate Ice at Center Green: Festival of Ice - February 20 & 21 and Carmel Winter $5,000 Festival of Ice Games TBD Carmel Winter Games Sensory Friendly Skating Day Canceled due to COVID $2000 Dr. Seuss Birthday Bash Canceled due to COVID $1000 Holocaust Remembrance Friday, April 16, 2021 $5,000 Ceremony Memorial Day Friday May 28, 2021 $5,000 Carmel on Canvas September 17-19, 2021 $10,000 Chinese Mooncake Festival August 21, 2021 (added 5K too) Festival, Parade $8,000 and 5K National Roundabouts Week September 20 24, 2021 $5,000 Holiday at Carter Green Saturday, November 20, 2021 $5,000 Holiday in the Arts District Saturday, December 4, 2021 $10,000 Carmel Holiday Trolley (2 per Friday (4-9) and Saturdays (2-9) in November & $18,500 day) December: November 26 & 27; December 3 & 4; December 10 & 11; December 17 & 18 Santa Tours Wednesday, Friday and Sunday nights Nov 28, Dec 1, $12,000 Santa Letter Reading 3,5, 8, 10, 12, 15, 17, 19 (Hold Dec 22 for make-up date) will add Central Core tour to weeknight TBD Santa Saturdays December 11 and 18 (2-5 pm) plus 1 Friday night $4,000 Pet Day with Santa Two 2-hour sessions on Wednesday or Friday night $1,500 City of Carmel Lifestyle Media Throughout the year supplement sending Media $15,000 Advisories, Set up and coordinate media interviews for the City of Carmel LifeStyle Events. Work with Communications Dept as needed FYIJCJU B)2pg3* 9875 Lakewood Drive East, Carmel, IN 46280 / 317.590.7522 / Meg@MegPromo.com Event Planning Scope of Services: 1. All prep work prior to eachevent. 2. When requested, developing sponsorships and partnerships forevents. 3. Organizing and facilitating the above events for the City ofCarmel 4. Helping with solidifying volunteers and other needs. 5. Helping with any media or promotional needs. 6. Available for any additional needs forevents. Media Television and Radio promotions for all City of Carmel LifeStyle and Holiday events. Scope ofServices: 1. MEG & Associates would use its media connections to avoid costly advertisements with earned media. We would focus on City of Carmel Winter/Holiday events. 2. Wewould alsohelp brainstorm and create other ideas forpositive, special interest stories that may come from other City departments during that time period. 3. We would spend time researching the story and then tailoring individual media pitches to TV and radio personnel. 4. Wewill useourpersonal contacts todevelop strong relationships thatwill result inmore positive coverage of Carmel and its Holiday events. 5. Wewill setupinterviews, filloutrequested information and create theitinerary foreach interview. 6. We will be present at interviews either downtown studios or on site of theevents. 7. Wewill prepare interviewees onquestions toanticipate and helpthem prepare for the interview, ifneeded. 8. We will brainstorm with staff on visual opportunities topromote. 9. We will help maintain and distribute video links that can be shared on social media. 10. We will prepare and submit a recap of eachinterview. 11. We will be on call as needed by your office or anyone at The City ofCarmel. Expenses covered by the client consist of: A. Printing materials orcosts B. Postage C. Flyers, brochures, any promotional materials D. Operational expenses or computer expenses (internet) E. Any other miscellaneous expenses 2/4/2021 MEG and Associates Date City ofCarmel Date FYIJCJU B)3pg3* 9875 Lakewood Drive East, Carmel, IN 46280 / 317.590.7522 / Meg@MegPromo.com Qbhf!2!pg!2JOEJBOB!SFUBJM!UBY!FYFNQU QVSDIBTF!PSEFS!OVNCFSDFSUJGJDBUF!OP/!114231266!113!1 GFEFSBM!FYDJTF!UBY!FYFNQU 214769 46.7111:83POF!DJWJD!TRVBSF DBSNFM-!JOEJBOB!57143.3695 GPSN!BQQSPWFE!CZ!TUBUF!CPBSE!PG!BDDPVOUT!GPS!DJUZ!PG!DBSNFM!.!2::8 QVSDIBTF!PSEFS!EBUF!!!EBUF!SFRVJSFE!!!!!SFRVJTJUJPO!OP/!!!!!!!!!!!!WFOEPS!OP/!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!EFTDSJQUJPO FWFOU!QMBOOJOH!BOE!NFEJB!TFSWJDFT20803131476737!! NFH!'!BTTPDJBUFT!MMD!!!!!!!!!!!!!!!Dpnnvojuz!Sfmbujpot WFOEPSTIJQ! 986!MBLFXPPE!ES!FBTU!!!!!!!!!!!!!!2!Djwjd!Trvbsf UP Dbsnfm-!JO!!57143. JOEJBOBQPMJT-!JO!!57391!.!!!! QVSDIBTF!JE!!!!!!!!!!CMBOLFU!!!!!!!!DPOUSBDU!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!QBZNFOU!UFSNT!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!GSFJHIU 54367 RVBOUJUZVOJU!PG!NFBTVSFEFTDSJQUJPOVOJU!QSJDFFYUFOTJPO Gvoe; Efqbsunfou; 2314212Hfofsbm!Gvoe Bddpvou; 54.6:1/14 2FbdiFWFOU!QMBOOJOH!'!NFEJB!TFSWJDFT%75-361/11%75-361/11 Tvc!Upubm 75-361/11 Bddpvou; 54.6:4/11 2FbdiFWFOU!QMBOOJOH!'!NFEJB!TFSWJDFT%41-111/11%41-111/11 Tvc!Upubm 41-111/11 Remaining Balance - $9,700.00 Tfoe!Jowpjdf!Up; Dpnnvojuz!Sfmbujpot 2!Djwjd!Trvbsf Dbsnfm-!JO!!57143. QMFBTF!JOWPJDF!JO!EVQMJDBUF EFQBSUNFOUBDDPVOUQSPKFDUQSPKFDU!BDDPVOUBNPVOU 9,700.00%:5-361/11 PSEFSFE!CZ Obodz!IfdlKbnft!Dsjefs UJUMFEjsfdupsBenjojtusbujpo 214769 DPOUSPMMFS Page 1 of 1INDIANARETAILTAXEXEMPT PURCHASE ORDER NUMBERCERTIFICATENO. 003120155 002 0CityofCarmel FEDERAL EXCISE TAX EXEMPT 105003 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION EVENT PLANNING AND MEDIA SERVICES2/19/2021365626 MEG & ASSOCIATES LLC COMMUNITY RELATIONS VENDORSHIP9875LAKEWOODDREAST 1CIVIC SQ TO Carmel, IN 46032- INDIANAPOLIS, IN 46280 - PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 54108 QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION Department:Fund: 1203101General Fund Account: 43-590.03 Each1EVENT PLANNING AND MEDIA SERVICES$64,300.00$64,300.00 Sub Total 64,300.00 Account: 43-593.00 1EachEVENT PLANNING AND MEDIA SERVICES$30,000.00$30,000.00 Sub Total 30,000.00 Send Invoice To: COMMUNITY RELATIONS 1 Civic Square Carmel, IN 46032- PLEASE INVOICE IN DUPLICATE DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT 94,300.00PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN SHIP PREPAID. AFFIDAVIT ATTACHED. IHEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN C.O.D. SHIPMENT CANNOT BE ACCEPTED.THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO. Nancy HeckJames Crider TITLEDirectorDirector of Administration CONTROL NO. 105003 CONTROLLER CzKpoPcfsmboefsbu3;1:qn-Nbs33-3132 CzKpoPcfsmboefsbu2;46qn-Nbs22-3132 Uipnbt!Tuplfmm DFP 58422:547 Gfc!21-!3132 Mbvsb!Djtofspt Mpwf!up!Sjef-!MMD Sfhjpo!Nbobhfs-!Opsui!Bnfsjdb Gfcsvbsz 3235 Mbvsb!Djtofspt Mbvsb!Djtofspt CzKpoPcfsmboefsbu9;16bn-Nbs29-3132 CzKpoPcfsmboefsbu23;2:qn-Nbs41-3132 Surface Solutions, Inc. Fire Department - 2021 Appropriation # 1120 43-501.00; P.O. #105102 Contract Not To Exceed $12,433.00 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. INSURANCE AND INDEMNIFICATION: 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. 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. S:\\Contracts\\Prof.Svcs & Goods Svcs\\Fire Dept\\2021\\Surface Solutions, Inc. Goods and Services.doc:3/30/2021 7:12 AM\] 2 Surface Solutions, Inc. Fire Department - 2021 Appropriation # 1120 43-501.00; P.O. #105102 Contract Not To Exceed $12,433.00 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. 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 S:\\Contracts\\Prof.Svcs & Goods Svcs\\Fire Dept\\2021\\Surface Solutions, Inc. Goods and Services.doc:3/30/2021 7:12 AM\] 3 Surface Solutions, Inc. Fire Department - 2021 Appropriation # 1120 43-501.00; P.O. #105102 Contract Not To Exceed $12,433.00 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 City of Carmel Carmel Fire Department Department of Law 10701 N College Avenue One Civic Square Suite A Carmel, Indiana 46032 Carmel, Indiana 46032 If to Vendor: Surface Solutions, Inc. rd5693W73 Street Indianapolis, Indiana 46278 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 and/or 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. 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. S:\\Contracts\\Prof.Svcs & Goods Svcs\\Fire Dept\\2021\\Surface Solutions, Inc. Goods and Services.doc:3/30/2021 7:12 AM\] 4 Surface Solutions, Inc. Fire Department - 2021 Appropriation # 1120 43-501.00; P.O. #105102 Contract Not To Exceed $12,433.00 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, 2021 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 all 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. DEBARMENT AND SUSPENSION 26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Vendor. 26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. S:\\Contracts\\Prof.Svcs & Goods Svcs\\Fire Dept\\2021\\Surface Solutions, Inc. Goods and Services.doc:3/30/2021 7:12 AM\] 5 RD5693W. 73ST. INDIANAPOLIS, IN46278 866)858-4080TOLLFREE 317) 388-8000OFFICE 317) 388-8010FAX WWW.SURFACESOLUTIONSUSA.COM Flooring Quotation Date submitted: March 29, 2021 Date accepted: Quote #: CAR031721-1Signed: To: Carmel Fire Department Station #43 th3242E. 106 St. Carmel, IN 46033 Phone: 317-847-6383 Email: sbaskerville@carmel.in.gov Project Description: Truck Bays Application: Apply a Three Coat Epoxy System to 24 Mils Nominal with a Urethane Top Coat to Floor SPECIALIST’SIN HIGH PERFORMANCE FLOORING FYIJCJUOURINDUSTRIALFLOORSARETHEFOUNDATIONOFYOURBUSINESS” INDUSTRIAL ----- COMMERCIAL B)2pg7* RD5693W. 73ST. INDIANAPOLIS, IN46278 866)858-4080TOLLFREE 317) 388-8000OFFICE 317) 388-8010FAX WWW.SURFACESOLUTIONSUSA.COM Area Detail: Procedures: 43x41 and11x16=1939 Sq. Ft. of Grind Floor toPrep Floor Removing Existing Epoxy asNeeded. NoCove Base orCurbing Included. Apply Epoxy andCabosilThisproposalisbasedon (21/2) toExisting Joints (MayDaysofworktime. Canbereturned Crack with Movement) toservice 24hours after thetopcoat isapplied. Apply SS181 LVP – Pigmented Low Viscosity Warranty: We offer a (5) YearWarranty Primer Based onOur Terms and Conditions. Please Apply SS181 Fast Set as see attached. Pigmented Body Coat Apply SS322VOC Payment Terms: NET 30Daysin Full Compliant Pigmented Urethane Top Coat with 60 Mesh Aggregate forSlip Resistance Additional Notes: Customer to Provide Permanent Lights, Fork-Lift, 480V, 3Phase and 30 Amp Power, 110 Power and Dumpster. Floor must be dry upon arrival and Slab Temperature must be a minimum of 55 degrees Fahrenheit –not to exceed 80 degrees Fahrenheit. Surface Solutions Will Have Exclusive Access to Areas During Installation and Will Not Be Responsible For Damage by Other Contractors. This is a resinous flooring system therefore imperfections such as roller marks, trowel marks etc. may be seen. This does not affect the function of the system. Total Price Based on a Non-Holiday Weekday Timeframe : 12,433.00 Terms andConditions included. Freight included. Surface Solutions, Inc. isnotliable oftheeffects ofosmotic orhydrostatic pressure ormoisture vapor transmission. Thisquote price isvalid for60 daysfrom above date. Please callAmy D. Manghelli at317-388-8000 or317-340-3633 forfurther questions and scheduling information. Thank youfortheopportunity topropose aproject solution. Regards, Amy D. Manghelli Surface Solutions Team Signature President SPECIALIST’SIN HIGH PERFORMANCE FLOORING OURINDUSTRIAL FLOORS ARE THE FOUNDATION OFYOUR BUSINESS” FYIJCJU INDUSTRIAL ----- COMMERCIAL B)3pg7* RD5693W. 73ST. INDIANAPOLIS,IN46278 866) 858-4080 TOLL FREE 317) 388-8000 OFFICE 317) 388-8010 FAX WWW.SURFACESOLUTIONSUSA.COM GENERAL TERMS AND CONDITIONS The following terms and conditions are hereby made a part of this Agreement: SECTION 1: RESPONSIBILITIES OF SURFACE SOLUTIONS, INC. Surface Solutions, Inc. has visually inspected the project site prior to the commencement of work and agrees to the contract work based on the existing nature ofthe project site as it appears and is represented by the Customer. In the event that hidden conditions (example, failure of substrate) are revealed which would materially change the nature of the Services, Surface Solutions, Inc. is entitled to cease work until such time as the contract sum has been adjusted equitably tocompensate for such change. Surface Solutions, Inc. shall not be liable for any delay in or stoppage of performance hereunder resulting in whole or in part from the unknown issues in and around the location where the Services are to be performed. If it is determined in the sole and absolute discretion of Surface Solutions, Inc. that the Services cannot be performed without repairs and/or improvements to the location where the Services are to be performed. Customer agrees to hire an outside contractor or pay Surface Solutions, Inc. for such repairs and/or improvements to the location for which the Services are tobe performed based on the time and materials used in preparation of such location by Surface Solutions, Inc., in the sole and absolute discretion of Surface Solutions, Inc. Surface Solutions, Inc. shall keep the premises free from the accumulation of waste material or rubbish, which results from the execution of its work. In no event shall Surface Solutions, Inc. be responsible for any unclean conditions or debris caused by others. Surface Solutions, Inc. will provide supervision, crew personnel, tools and equipment, installation scheduling, and complete material order and delivery according to the agreed contract or proposal terms. Our primary goal is to install quality products with technically skilled workmanship. Insurance and Liability Insurance. Surface Solutions, Inc. will strive to meet the promised performance of service dates, but all such dates are approximations. Failure by Surface Solutions, Inc. to deliver Services in a timely manner as a result of an unforeseeable event or Act of God, as described herein does not give customer the right to cancel or hold Surface Solutions, Inc. responsible for any damages resulting from the failure to deliver services within the time stated. Surface Solutions, Inc. shall make all necessary arrangements to have any excess products picked up after completion ofthe Services. Surface Solutions, Inc. solicits feedback from the customer to assist our company in meeting its primary goal to deliver quality, installed products. SECTION 2: RESPONSIBILITIES OF CUSTOMER Customer has conducted an investigation of the project site prior to the commencement of work and represents that the existing nature and condition of the project site is as it appears. The customer affirms that there is no other hidden or unidentified condition, which would materially change the nature of the Services. Customer shall have the project site swept clean and made free of all obstructions, and shall remove all food items, organic materials and other products stored ator near the project site to prevent contamination or spoilage that may occur. Some vapors, fumes or dust may enter materials or goods in the vicinity of the installation site. Reasonable efforts will be taken by Surface Solutions, Inc. to anticipate potential problems and protect the area. Although this is unlikely, the customer needs to be aware ofpossible risks and that Surface Solutions, Inc. cannot be held responsible. The more aggressive the substrate preparation method, the more likely dust will become airborne and settle on equipment, machinery, finished products, rack or storage systems and other material in the vicinity of the work being performed. Please be advised and make any additional advance arrangements to cover or otherwise protect sensitive areas and equipment. Surface Solutions, Inc. appreciates any additional information necessary to prepare for a quality installation that will meet or exceed all customer expectations. 1FYIJCJU B)4pg7* RD5693W. 73ST. INDIANAPOLIS, IN46278 866) 858-4080 TOLLFREE 317) 388-8000 OFFICE 317) 388-8010 FAX WWW.SURFACESOLUTIONSUSA.COM Customer shall make the project site available, including removal of equipment and machinery when feasible, for Surface Solutions, Inc. at the agreed upon date and time in which the Services areto commence. When projects are scheduled, Surface Solutions, Inc. commits a supervisor, crew personnel, equipment, vehicles, product delivery and adequate time to complete the project. The need to reschedule needs to be received at least 7 days prior tothe start date. For peak holiday scheduling or over annual shutdown periods, 14 day notification is required. A remobilization charge of $1,000 minimum per day will be added to the contract amount if no notification has been received and a schedule readjustment needs to be implemented. Customer shall provide Surface Solutions, Inc., at no charge, all necessary utility services required for the proper execution of the Servicesincluding water, electricity480 volts, 30 amp, 3-Phase Power and 110 power, and forklift. Customer shall provide Surface Solutions, Inc. with a dumpster or other reasonable alternative in which Surface Solutions, Inc. may use to dispose of waste and rubbish. Customershallprovideandmaintainaminimumcontinuoustemperatureofapproximately55-70degrees Fahrenheit(minimumtemperaturevariesbyproduct)thefloorleveloftheprojectsiteandprovideasimilarly suitable,secure,warmanddryareaforstorageofSurfaceproductsandequipmentduringthecourseof theServices. Customer shall insure that no other work or tasks will be performed in the work area by the Customer, other trades or subcontractors once Surface Solutions, Inc. has commenced performance ofits Services. Customer, upon completion ofthe ServicesServicesfrom damage caused by the Customer, their workforce or subsequent contractors. The Customer issolely responsible for determining that the Services are in line with all applicable laws or other applicable restrictions. As such, Customer warrants to Surface Solutions, Inc. that Customer has become familiar with and understands the laws and restrictions applicable to the Services and their use thereof. Furthermore, Customer warrants that and restrictions. Customer indemnifies and waives any claim it may now or hereafter have against Surface Solutions, Inc. with respect thereto. The Customer shall notify Surface Solutions, Inc. of any issues with the Services within 48 hours after the Services have been completed. Such notification shall specifically identify the issues with the Services; and Surface Solutions, Inc. shall have a reasonable time to investigate, and if warranted, cure the issues. If the Customer fails to notify Surface Solutions, Inc. within 48 hours then the Services shall be deemed accepted by the Customer. Surface Solutions, Inc. SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR REPAIR TO THE PREMISES IN WHICH THE SERVICES ARE PERFORMED INCLUDING ANY BUSINESS INTERRUPTION OR ANY OTHER DAMAGES. FURTHERMORE, SURFACESOLUTIONS, INC.IS NOT RESPONSIBLE FOR REQUIREMENTS, CUSTOMER HEREBY AGREES TO WAIVE ALL SUCH CLAIMS AGAINST SURFACE SOLUTIONS, INC. AND CUSTOMER SHALL INDEMNIFY SURFACESOLUTIONS, INC. AS PROVIDED HEREIN. SECTION 3: PAYMENTS Payment of Invoices All invoices are due Net 10 days from Invoice Date with an allowance for negotiation of date due with an authorized representative of Surface Solutions, Inc. Invoices will be generated based onprogress invoicing for projects requiring more than one mobilization or projectsthat are longer than one week in duration. Time is of the essence for payment. All payments shall be made to Surface Solutions, Inc. The terms apply toall Services and all payments must be made in U.S. dollars. Afinance charge at the rate of 12% per annumwill accrue from the payment due date if the payment is not made in full. In the case of refusal or inability of the Customer to accept the Services, the Customer shall be held liable for all expenses associated with the loss of Services, and other expenses and losses that may be incu failure to pay. Taxes Sales tax may be applicable to this Agreement and are in addition to the price of the Services and are to be 2FYIJCJU B)5pg7* RD5693W. 73ST. INDIANAPOLIS, IN46278 866) 858-4080 TOLLFREE 317) 388-8000 OFFICE 317) 388-8010 FAX WWW.SURFACESOLUTIONSUSA.COM paid by the Customer. If Customer believes that an item is exempt from sales tax, Customer shall identify such item and provide notice to Surface Solutions, Inc. of the claimed exemption. Surface Solutions, Inc. may then require Customer to provide additional supporting documentation to prove that such tax exemption exists for the item. Cancellation Charges Orders may not be cancelled or postponed unless Customer obtains the written consent of Surface Solutions, Inc. Any cancellation of a confirmed order less than 7 days in advance will resultin a cancellation fee of 15% of the contract amount. Payment terms will be due Net 10 days and no later than net30 days after receiving notice of cancellation.As to any other cancellation, Surface Solutions, Inc. may also require a reasonable cancellation or postponement charge and will notify Customer of such charge at the time of sending its written consent of the cancellation/postponement or within a reasonable time period. Such cancellation/postponement charges shall take into account costs and expenses incurred by Surface Solutions, Inc., including but not limited to the lossof Services. Cancellation and postponement charges shall be imposed at the sole discretion of Surface Solutions, Inc. SECTION 4: WARRANTY TERMS Surface Solutions, Inc. serves as the single source for product and installation warranty terms. SurfaceSolutions, Inc. warrants the products and installation workmanship against defects for five years from the original date of installation of Urethane Concrete resurfacesand one year for epoxy and vinyl ester systems.Exclusions to the warrantyterms are detailed in Section 5: Limitations of Liability. SECTION 5: LIMITATIONS OF LIABILITY The parties acknowledge that in the event repairs need to be performed to the Services performed shall be limited to furnishing the labor and the materials necessary to reinstall the defective area. Unless otherwise agreed in writing signed by an authorized agent of Surface Solutions, Inc., Surface Solutions, Inc. obligation tofurnish the labor and materials necessary to reinstall the defective areas shall terminate one (1) year after the completion of the original Services for epoxy systems and five years for urethane concrete and vinyl ester systems. Surface Solutions shall not be liable for staining or discoloration, variation in color of samples of the same color. Surface Solutions shall not be liable for acts of vandalism, for any delay in or stoppage of performance hereunder resulting in whole or in part from Acts of God, weather conditions, labor issues, laws, and the inability toprocure the necessary products, equipment or transportation to complete the Agreement, or any other circumstances or cause beyond the control of Surface Solutions, Inc. in the sole and absolute discretion of Surface Solutions, Inc. Surface Solutions shall not be liable for damages to the Services performedresulting from substrate failure, substrate movement, substrate contamination, ordinary wear and tear, gouging, impact, intentional abuse, improper maintenance, and failureof the Customer to protect the Services performedas outlined in Section 2, the occurrence of reverse impact or the effects of osmotic or hydrostatic pressure or moisture vapor transmission. The parties further acknowledge that Surface Solutions, Inc. shall not be responsible for any consequential or incidental damages resulting from any breach of warranty. If the project invoice is not paid in full within the terms of our contract, the warranty will be voided. SECTION 6: EFFECT OF DEFAULT In the event of a default by the Customerof any of the covenants or conditions of this Agreement, Surface Solutions, Inc. shall be entitled to the following remedies to all other rights and remedies afforded by law: Right to Stop Work -Surface Solutions, Inc. shall have the right to stop work if any payments due are not made as provided under this Agreement. Performance -If Surface Solutions, Inc. is entitled to stop work as outlined above, it shall have the right to bill the Customer for the work rendered up to the date of the stoppage and for materials shipped to the project site. Additional Work Any additional costs to Surface Solutions, Inc. resulting from failure of the Customer to provide site conditions as outlined in this Agreementshall be paid by the Customer. Interest on Unpaid Balances In the event any payments due hereunder become in default, Customer agrees that any and all such sums shall accrue interest at the rate of twelve percent (12%) per annum. If Surface Solutions, Inc. is required to initiate legal action to collect any amounts due and owing FYIJCJU3 B)6pg7* RD5693W. 73ST. INDIANAPOLIS,IN46278 866) 858-4080 TOLL FREE 317) 388-8000 OFFICE 317) 388-8010 FAX WWW.SURFACESOLUTIONSUSA.COM in any way or to foreclose on any liens filed on the work, such costs and fees that Surface Solutions, Inc. may recover ecover said amounts. claim to recover out of pocket costs incurred by Customer for additional out of pocket costs Customer incurs for the Services not completed by Surface Solutions, Inc. SECTION 7: GOVERNING CLAUSE This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. Any action arising out of the terms and conditions hereof shall be determined by the Marion County, Indiana Circuit or Superior Court or if required the appropriate Indiana Federal Court. Customer consents to such jurisdiction of said court and waives any claim it may now or hereafter have with respect tothe jurisdiction or venue ofsaid court. To the extent permitted by law, Customer waives the right to atrial by jury. SECTION 8: ENTIRE AGREEMENT This Agreement shall constitute the entire Agreement between the parties and the parties acknowledge that there are no other verbal or written Agreements, understandings or customs affecting the Agreement. This Agreement supersedes all previous agreements (written and oral) between Surface Solutions, Inc. and Customer and it contains a complete statement of the terms and conditions of the agreement between Surface Solutions, Inc. and Customer. This Agreement may include additional documentation referenced herein which are made apart hereto. No oral statements, representations or terms have any binding effect or form any part of the Agreement. SECTION 9: AUTHORIZED AGENCY An authorized agent of Surface Solutions, Inc must sign all contracts and purchase orders. No other parties engaging in such contracts or purchase orders will be acting as an agent of Surface Solutions, Inc. SECTION 10: SEVERABILITY In the event that any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not in any way invalidate the entire Agreement and all other provisions shall remain in full force and effect. The provision found to be invalid shall be modified to the extent permitted by law to provide the same effect as originally intended by the parties at the time of execution of this Agreement. SECTION 11: NOTICE Any notice required herein or by law must be in writing and delivered to Surface Solutions, Inc. or Customer at the address that appears on the front page of this Agreement. SECTION 12: WRITTEN MODIFICATION OF TERMS: Surface Solutions, Inc. is not bound by any addition or modification of terms and conditions of this Agreement unless Surface additional terms or modifications to the Agree acceptance to the additional terms and conditions or a waiver to the original Agreement, but an acceptance to the original Agreement. SECTION 13: ACCEPTANCE OF AGREEMENT AND TERMS: acceptance of this Agreement must be in writing and signed by Customer or an authorized representative of the Customer on the front of this agreement. Said authorized person warrants that he/she has the authority to enter into this Agreement for themselves or for the Customer. 4FYIJCJU B)7pg7* EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker’s Compensation & Disability Statutory Limits Employer’s Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): $500,000 Products/Completed Operations: $500,000 Personal & Advertising Injury Policy Limit: $500,000 Each Occurrence Limit: $250,000 Fire Damage (any one fire): $250,000 Medical Expense Limit (any one person): $ 50,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Single Limit: $500,000 each accident Injury and property damage: $500,000 each accident Policy Limit: $500,000 Umbrella Excess Liability Each occurrence and aggregate: $500,000 Maximum deductible: $ 10,000 City ®f INDIANA RETAIL TAX EXEMPT CERTIFICATE NO.003120155 002 0 Page 1 of 1 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 105102 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, AIP CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 3/18/2021 375559 Sta. 43 Bay Floors SURFACE SOLUTIONS INC Carmel Fire Department VENDOR 5693 W 73RD STREET SHIP 10701 N. College Avenue, Ste A TO Carmel, IN 46032- INDIANAPOLIS, IN 46278 - PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 54923 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department: 1120 Account: 43-501.00 1 Each Fund: 101 General Fund Send Invoice To: Carmel Fire Department 2 Civic Square Carmel, IN 46032- 3 Coat Epoxy System to 24 Mils w/Top Coat PLEASE INVOICE IN DUPLICATE 12,433.00 $12,433.00 Sub Total $12,433.00 DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $12,433.00 SHIPPING INSTRUCTIONS AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABE THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 194 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Denise Snyder James Crider TITLE Accreditation/Budget Administrator Director of Administration CONTROL NO. 105102 CONTROLLER Approved and Adopted this day of , 20 . CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: CORE Planning Strategies, LLC Department of Administration - 2021 Appropriation # 2021 Police Annex Bond CzKpoPcfsmboefsbu:;68bn-Nbs3:-3132ContractNottoExceed $393,548.00 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) ishereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter City"), and CORE Planning Strategies, LLC (hereinafter "Professional"). RECITALS WHEREAS, City owns and isresponsible for the operation and maintenance of its property, personnel, public works and infrastructure; and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the professional services Services”) referenced herein; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein; WHEREAS, Professional acknowledges and accepts that any payment for services performed under this agreement is contingent upon the issuance and sale of the 2021 Police Annex Lease Rental Bonds (the “Bonds”) approved by the Carmel Common Council on March 17, 2021; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1 INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made apart hereof. SECTION 2 SCOPE OF SERVICES 2.1City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services to City. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after City has approved Professional’s time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to City. A copy S:\\joberlander\\Contracts\\CORE Planning Strategies Police Annex Owner's Rep Agreement.doc:3/23/2021 8:08 PM\] 1 CORE Planning Strategies, LLC Department of Administration - 2021 Appropriation # 2021 Police Annex Bond Contract Not to Exceed $393,548.00 of the City’s authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City. 2.3 Time is of the essence of this Agreement. SECTION 3 CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 2021 Police Annex Bond funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City’s behalf on all matters regarding the Services. SECTION 4 PROFESSIONAL'SRESPONSIBILITIES 4.1Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2Professional shall coordinate with City its performance of the Services. 4.3Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5 COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Three Hundred Ninety Three Thousand Five Hundred Forty Eight Dollars ($393,548.00) (the Estimate”). Professional acknowledges and accepts that any payment for services performed under this agreement is contingent upon the issuance and sale of the Bonds. Professional further acknowledges and accepts that if for any reason whatsoever the Bonds are not issued or sold, the Professional shall not be entitled to receive any payment for services rendered. City shall notify Professional when the Bonds have been sold. Upon receiving such notice, Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided to City. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35) days from the date of City’s receipt of same. S:\\joberlander\\Contracts\\CORE Planning Strategies Police Annex Owner's Rep Agreement.doc:3/23/2021 7:58 PM\] 2 CORE Planning Strategies, LLC Department of Administration - 2021 Appropriation # 2021 Police Annex Bond Contract Not to Exceed $393,548.00 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City’s prior written consent. SECTION 6 TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through June 30, 2024. This Agreement may be renewed by written agreement of the parties hereto. SECTION 7 MISCELLANEOUS 7.1 Termination 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days’ notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional’s receipt of City’s “Notice to Cease Services.” 7.1.3 In the event of full or partial Agreement termination after the issuance and sale of the Bonds, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. If the Agreement is terminated prior to the issuance and sale of the Bonds, Professional shall not be entitled to any compensation. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. S:\\joberlander\\Contracts\\CORE Planning Strategies Police Annex Owner's Rep Agreement.doc:3/23/2021 7:58 PM\] 3 CORE Planning Strategies, LLC Department of Administration - 2021 Appropriation # 2021 Police Annex Bond Contract Not to Exceed $393,548.00 7.5 Insurance Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation, occupational disease and/or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any of Professional’s employees, agents or contractors and/or because of 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 on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30) days’ prior written notice to City. 7.6 Liens Professional shall not cause or permit the filing of any lien on any of City’s property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional’s sole cost and expense. 7.7 Default In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional’s warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, apetition for 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 terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional’s performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals’ required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. S:\\joberlander\\Contracts\\CORE Planning Strategies Police Annex Owner's Rep Agreement.doc:3/23/2021 7:58 PM\] 4 CORE Planning Strategies, LLC Department of Administration - 2021 Appropriation # 2021 Police Annex Bond Contract Not to Exceed $393,548.00 7.10 Discrimination Prohibition Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. 7.11 E-Verify Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit D, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-verify program, and ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit D. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the City’s authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-verify program. Professional shall maintain acopy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven (7) days of the effective date of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty (30) days (“Cure Period”). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist. 7.12 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 that can operate independently of same shall continue in full force and effect. S:\\joberlander\\Contracts\\CORE Planning Strategies Police Annex Owner's Rep Agreement.doc:3/23/2021 7:58 PM\] 5 CORE Planning Strategies, LLC Department of Administration - 2021 Appropriation # 2021 Police Annex Bond Contract Not to Exceed $393,548.00 7.13 Notice Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel Department of Administration Office of Corporation Counsel One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 ATTENTION: Jim Crider Attn: Jon Oberlander PROFESSIONAL: CORE Planning Strategies, LLC 429 N. Pennsylvania St. #304 Indianapolis, IN 46204 ATTENTION: Debra Kunce Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.14 Effective Date The effective date (“Effective Date”) of this Agreement shall be the date on which the last of the parties hereto executes same. 7.15 Governing Law; Lawsuits 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 by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file 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. 7.16 Waiver Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.17 Non-Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City’s prior written consent. S:\\joberlander\\Contracts\\CORE Planning Strategies Police Annex Owner's Rep Agreement.doc:3/23/2021 7:58 PM\] 6 CORE Planning Strategies, LLC Department of Administration - 2021 Appropriation # 2021 Police Annex Bond Contract Not to Exceed $393,548.00 7.18 Entire Agreement This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.19 Representation and Warranties Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.20 Headings All headings 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. 7.21 Advice of Counsel The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.22 Copyright City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional’sproperty. 7.23 Personnel Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.24 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this Agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. S:\\joberlander\\Contracts\\CORE Planning Strategies Police Annex Owner's Rep Agreement.doc:3/23/2021 7:58 PM\] 7 CORE Planning Strategies, LLC Department of Administration - 2021 Appropriation # 2021 Police Annex Bond Contract Not to Exceed $393,548.00 7.25 Accomplishment of Project Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City’s organization. 7.26 Debarment And Suspension 7.26.1 The Professional certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Professional. 7.26.2 The Professional certifies that ithas verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Professional shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 7.27 Access to Public Records Act Professional understands and agrees that any “public record”, as that term isdefined in Indiana Code 5-14-3- 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the provisions of Indiana’s Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seq., as amended. 7.28 Iran Certification Pursuant to I.C. § 5-22-16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. S:\\joberlander\\Contracts\\CORE Planning Strategies Police Annex Owner's Rep Agreement.doc:3/23/2021 7:58 PM\] 8 CORE Planning Strategies, LLC Department of Administration - 2021 Appropriation # 2021 Police Annex Bond Contract Not to Exceed $393,548.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA CORE PLANNING STRATEGIES, LLC by and through its Board of Public Works and Safety BY: BY: James Brainard, Presiding Officer Authorized Signature Date: Efcsb!LvodfPrintedName: Title: Nbobhjoh!Qsjodjqbm Mary Ann Burke, Member 57.2554319Date: FID/TIN: Last Four of SSN if Sole Proprietor: 403703132LoriS. Watson, Member Date: Date: ATTEST: Sue Wolfgang, Clerk Date: S:\\joberlander\\Contracts\\CORE Planning Strategies Police Annex Owner's Rep Agreement.doc:3/23/2021 7:58 PM\] 9 February 8, 2021 JimCrider Director ofAdministration City ofCarmel City Hall, One Civic Square Carmel, In46032 RE: Proposal Letter Owner’sRepresentation for Carmel Police Station Dear Jim, We areexcited about the opportunity tohelp Carmel transform itscommunity again! We know Studio Mhas been working with Police Chief Barlow and Judge Poindexter toplan the Carmel Police Station addition and renovation, including space for both the Court and Police. Itisour understanding the resulting square footage will beapproximately 70,000 SF. The expected construction delivery method isBuild Operate Transfer (BOT). With pleasure, we offer this proposal toprovide owner’srepresentative services for this project. Our primary roleis tobethe primary point ofcontact between the BOT Team and the City (Jim Crider and the usergroups). Additional assumptions for our role ascompared with BOT Team are below: Owner'sRepresentativeBOT Team - Developer, Contractor, FFE Delivery Primary point ofcontact between BOT Develop, Finance, Design, Permit, Construct, Primary Role team and Jim Crider and user groupsProcure and Deliver FFE, Permitting, Testing Develop and monitor owner budget Propose and maintain GMP budget and ScheduleBudgetAdviseonownerdecisionstomaintainofValuesbudget Facilitate between BOT team and userScopeDevelop scopegroups; Technical Review Design ScheduleAdvise on milestone scheduleMaintain schedule MoveCoordinate and direct processDeliver completed space touser groups QualityRecommend final acceptanceDeliver per owner requirements Project Initiation Phase: CORE will assist the City ofCarmel'sevaluation team inthe process ofselecting aBOT team. CORE will alsoassist the City ofCarmel inreview ofthe BOT GMP proposal atthe endofthe scoping phase and advise onrecommendations toCity Council for approval ofGMP contract for the construction phase. FYIJCJUCOREPlanningStrategiesProposalLetter 317.981.7257 B)2pg3* Master Project Coordination: CORE will develop and manage the master budget. We will also advise on themilestone schedule and coordinate activities between the BOT and theCity. Design: CORE will participate inall BOT coordination meetings with theCity andUsers, helpwork thru project constraints; and provide technical reviews ofthe documents. Construction Phase: CORE will participate incoordination meetings, conduct bi-weekly sitevisits, photo document progress, review potential change orders and allowance usage authorizations, participate in the punchlist walkthrough and recommend final acceptance. Relocation: CORE will coordinate and direct allrelocation efforts. Project Closeout Phase: CORE will collect and validate completion ofO&M, As-Builts, and Warranties and will deliver Closeout Documents, including arecord ofallproject meetings, reports, and other correspondence toCity andUsers. CORE’sfinal review will also include areview Final Change Orders and Final Pay Application. SCHEDULE Our work isanticipated tobegin March 2021 with the BOT selection andDesign Phase. Construction andClose- outisexpected tocomplete May 2024. FEE The proposed contract is $393,548. Annette Basham isproposed asthe project manager. She will beyour primary contact. Deb Kunce will provide strategic support and Susan Drattlo, administrative support. Invoice will beissued monthly. Payments are due and payable thirty (30) days from dateofthe invoice. Reimbursables are limited tomileage andprinting and will not exceed $12,000. CORE Planning Strategies will provide Professional Liability Insurance of $2million per claim and $2million perpolicy year aggregate aswell asother insurance requirements outlined onExhibit A. Liability islimited tothe amount ofthe fee. FYIJCJU COREPlanningStrategies 2 317.981.7257 | coreplanningstrategies.com B)3pg3* EXHIBIT B Invoice Date: Name ofCompany: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker’s Compensation & Disability Statutory Limits Employer’s Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): $500,000 Products/Completed Operations: $500,000 Personal & Advertising Injury Policy Limit: $500,000 Each Occurrence Limit: $250,000 Fire Damage (any one fire): $250,000 Medical Expense Limit (any one person): $ 10,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Single Limit: $500,000 each accident Injury and property damage: $500,000 each accident Policy Limit: $500,000 Professional Liability Per Claim/Aggregate per year: $2,000,000 Umbrella Excess Liability Each occurrence and aggregate: $500,000 Maximum deductible: $ 10,000 Stryker Sales, LLC Fire Department - 2021 CzKpoPcfsmboefsbu4;23qn-Nbs41-3132Appropriation #1120 43-515-01; P.O. #104991 Contract NotToExceed $27,000.00 AGREEMENT FOR PURCHASE OF SERVICES THIS AGREEMENT FOR PURCHASE OF SERVICES ("Agreement") is hereby entered into byand between the City of Carmel, Indiana, acting by and through itsBoard of Public Works and Safety ("City"),and Stryker Sales, LLC, through its Medical Division, anentity duly authorized to dobusiness inthe State ofIndiana ("Vendor"). TERMS AND CONDITIONS 1. ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of sameconstitutesitsacceptanceofalloftheAgreement'stermsandconditions. 2. PERFORMANCE: City agrees to purchase the services (the "Services") from Vendor using City budget appropriationnumber 1120 43-515.01 funds. Vendor agrees to provide the Services andtootherwise 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 Services to be provided to City hereunder shall be no more than Twenty SevenThousand Dollars ($27,000.00) (the "Estimate"). Vendor shallsubmit an invoice to City as provided inVendor’sProposal attached as Exhibit A (Proposal #210201095500) (the Proposal”) City shall pay Vendor for such Goods and Services within thirty-five (35) days after the date ofCity'sreceiptofVendor'sinvoicedetailingsame,solongasandto the extent such Goodsand Servicesare not disputed, are in conformance with the specifications set forth in the Proposal, are submitted onan invoice that contains the information contained on attached Exhibit B, and Vendor is not then inbreach of any of the terms and conditions ofthisAgreement. 3.2 Vendor agrees not toprovide any Services to City that would cause the total cost oftheServices provided by Vendor toCity hereunder to exceed the Estimate, unless City haspreviously agreed, inwriting, topay anamount inexcess thereof. 4. SERVICE PLAN WARRANTY AND LIMITATIONS: Vendor represents and warrants that the Services shall be performed in a workmanlike manner and with professional diligence and skill. Services will materially comply with all applicable laws and regulations. During the term of the Service Plan, Vendor will maintain the Equipment ingood working condition. Notwithstanding any other provision of this Agreement, the Service Plan does not include repairs or other services made necessary by or related to, the following: (a) abnormal wear ordamage caused by misuse orby failure to perform normal and routine maintenance, as set out in the Vendor maintenance manual or operating instructions; (b) accidents; (c) catastrophe; (d) acts of god; (e) any malfunction resulting from faulty maintenance, improper repair, damage and/or alteration bynon-Vendor authorized personnel; (f) Equipment on which any original serial numbers or other identification marks have been removed or destroyed; or (g) Equipment that has been repaired with any unauthorized or non-Vendor parts/components. In addition, in order to ensure safe operation of the Equipment, only Vendor accessories should be used. Vendor reserves the right to invalidate the Service Plan ifEquipment is used with accessories not manufactured byVendor. TO THE FULLEST EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTIES SET FORTH INTHIS 1 Stryker Sales, LLC Fire Department - 2021 Appropriation #1120 43-515-01; P.O. #104991 Contract NotToExceed $27,000.00 SECTION ARE THE ONLY WARRANTIES APPLICABLE TO THE SERVICES AND ARE EXPRESSLY INLIEU OF ANY OTHER WARRANTY BY VENDOR, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. 5. TIME AND PERFORMANCE: This Agreement shall become effective asof 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 ofthisAgreement. 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnishto City, in such formand detail asCity may reasonably direct, a list of all chemicals, materials, substances and items used in or during the provision of the Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) ofanyhazardous material utilized inor that is apart ofthe Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City'sproperty. In the eventany suchlien isfiled 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 atVendor'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, and fails to cure such repudiation, breach or default within five (5) business days after City has provided Vendor with written notice describing the nature thereof in reasonable detail; b) fails to provide the Goods and Services as specified hereinand such failure shall remain uncured five (5) business days after City has provided Vendor with written notice describing the nature thereof in reasonable detail or (c) becomes insolvent, is placed into receivership, makes a general assignment for the benefit ofcreditorsor 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 andremedies available toCity atlawand/orinequity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed todo 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 those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name City as anadditional insured on allsuch insurance policies, and shall provide that such insurance coverage shall not becanceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from any loss or damage brought bya third party which City 2 Stryker Sales, LLC Fire Department - 2021 Appropriation #1120 43-515-01; P.O. #104991 Contract NotToExceed $27,000.00 may suffer directly as aresult ofthe negligence, willful misconductor violation of applicable federal, state and local laws by Vendor or its employees or agents in the course of providing Services. The foregoing indemnification will not apply to any liability arising from: (a) an injury or damage due to the negligence of any person other than Vendor’semployee or agent; (b) the failure of any person other than Vendor’s employee or agent to follow any instructions outlined inthe labeling, manual, and/or instructions for use of the Equipment; (c) the use of any equipment or part not purchased from Vendor or any equipment or any part thereof that has been modified, altered orrepaired by any person other than Vendor’semployee or agent; or (d) any actions taken or omissions made by any Vendor employee while under the direction or control of City’sstaff. To the extent permitted by state orlocal laws or regulations, City agrees to hold Vendor harmless from and indemnify Vendor for any claims or losses orinjuries arising from (a)-(d) above resulting from City’sor its employees’ oragents’ actions. 10.GOVERNMENTCOMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor'sperformance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all ofits 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 ofany Goodsand Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related totheir employment orsubcontracting, 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 etseq., 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, affirmingthat it is enrolled and participatingin the E-verifyprogramand doesnot knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City withdocumentation 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 setforth in the Indiana E- Verify Law. The requirements of this paragraph shall not apply should the E- Verify program cease toexist. 13. NO IMPLIED WAIVER: The failure of either party to requireperformance by the other of any provision of this Agreement shall notaffect the right of such party to require such performance at any time thereafter, nor shall the waiver by anyparty of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or anyother provision hereof. 14. NON-ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan orotherwise, and shall not delegate itsobligations under this Agreement without City'sprior written consent, except that Vendor may assign 3 Stryker Sales, LLC Fire Department - 2021 Appropriation #1120 43-515-01; P.O. #104991 Contract NotToExceed $27,000.00 this Agreement to any parent, subsidiary oraffiliate. 15. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any ofits officers, employees, contractors, subcontractors and agents are employees of City. The contract priceset forth herein shall be the full and maximum compensation and monies required of City to be paid toVendor under orpursuant tothisAgreement 16. GOVERNING LAW; LAWSUITS: This Agreement is to be construed inaccordance with and governed bythe 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: Ifany term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order orother rule oflaw, such term shall be deemed reformed or deleted, but only tothe 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 ifit 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: Ifto City City ofCarmel AND City ofCarmel Two Civic Square Department ofLaw Carmel, Indiana 46032 One Civic Square Carmel, Indiana 46032 If to Vendor: Stryker Sales, LLC Medical Division Attn: Legal Counsel 3800 E. Centre Avenue Portage, Michigan 49002 Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given orally, as long as written noticeis then provided as set forth hereinabove within five (5) business days fromthedate ofsuchoral 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 which remains uncured five (5) business days after City has provided Vendor with written notice describing the nature of such default in reasonable detail and/orif sufficient funds are not appropriated orencumbered to pay for the Goods and Services tobe 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 ineffect at the time of 4 Stryker Sales, LLC Fire Department - 2021 Appropriation #1120 43-515-01; P.O. #104991 Contract NotToExceed $27,000.00 termination, unless the parties have previously agreed inwritingtoagreateramount. 19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. Inthe event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered asof the date of termination, except that such payment amount shall not exceed the Estimate amount ineffect at the time of termination, unlessthepartieshavepreviouslyagreedin writingtoagreateramount. 19.3 The City may terminate this Agreement pursuant to Paragraph11hereof,as appropriate. 20. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executingthisAgreementhavetheauthoritytobindthepartywhichtheyrepresent. 21. ADDITIONAL SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional services to City. When City desires additional services from Vendor, the City shall notify Vendor of such additional services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor'stime and cost estimate for the provision ofsuch additional services, has encumbered sufficient monies to pay for same, and has authorized Vendor, inwriting, to provide such additional services, shall such services beprovided byVendor to City. A copy of the City's authorization documents for the purchase of additional services shall benumbered and attached hereto inthe order inwhich they are approved byCity. 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 of May 1, 2021, as outlined on Exhibit A Proposal #210201095500) through April 30, 2022. 23. HEADINGS All heading and sections ofthis Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning ofany 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 all of the covenants, terms, warranties and obligations set forth inAgreement. 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights orbenefits to anyone other than City and Vendor. 26. DEBARMENT AND SUSPENSION 26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible orvoluntarily excluded from entering into this Agreement byany federal agency or by any department, agency or political subdivision of the State of Indiana. The term "principal" for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory 5 Stryker Sales, LLC Fire Department - 2021 Appropriation #1120 43-515-01; P.O. #104991 Contract NotToExceed $27,000.00 responsibilities, ora person who has a critical influence on orsubstantive control over the operations of the Vendor. 26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall immediately notify the City if any subcontractor becomes debarred orsuspended, and shall, at the City's request, take all steps required by the City to terminate its contractual relationship with the subcontractor forwork tobeperformed under thisAgreement. 27. IRAN CERTIFICATION Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, itdoes not engage in investment activities within theCountry ofIran. 28. ADVICE OFCOUNSEL: 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 freely, voluntarily, and without anyduress, undue influence orcoercion. 29. ENTIRE AGREEMENT: This Agreement, together with the Addendum to Terms and Conditions, and 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 oralor written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject toparagraph 16 hereof, to the extent any term or condition contained in any exhibit attached tothis 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 their successors ininterest. SIGNATURES ON FOLLOWING PAGE 6 Stryker Sales, LLC Fire Department - 2021 Appropriation #1120 43-515-01; P.O. #104991 Contract NotToExceed $27,000.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement asfollows: CITY OF CARMEL, INDIANAStryker Sales, LLC, through its Medical DivisionbyandthroughitsBoardofPublic Works andSafety By: By: JamesBrainard,PresidingOfficer AuthorizedSignature Date: Tom Tackabury Printed Name Mary Ann Burke, Member Date: Sr. Sales Manager, ProCare Title FID/TIN: 38-2902424LoriS. Watson, Member Date: Last Four of SSN if Sole Proprietor: N/A ATTEST: 30Date: March _____, 2021 Sue Wolfgang, Clerk Date See attached ADDENDUM TO AGREEMENT-STRYKER ProCare 7 Sales Rep Name:Amanda Ogrady3800 E. Centre Ave ProCare Service Rep:Zach FluhrPortage, MI 49009 Date:2/1/2021 ID #:210201095500 Name: Billing Acc Num:Jon Alverson Shipping Acct Num: 1066238Title: Account Name CARMEL FIRE EMSPhone:(317) 571-2600 Account Address2 CIVIC SQEmail:jalverson@carmel.in.gov City, State ZipCARMEL, IN 46032 Item Model Model DescriptionProCare ProgramQtyYrsAnnual PriceTotal No.Number 1LP15LifePak 15LP15 Prevent Onsite151$27,000.00$27,000.00 capnography readings (if present) time of annual inspection. Onsite Repairs or Depot Depending on Agreement) ** Unless otherwise stated on contract, payment is expected upfront.ProCare Total$27,000.00 27,000.00 Start Date:5/1/2021 End Date:4/30/2022 Stryker SignatureDateCustomer SignatureDate The Terms and Conditions of this quote and any subsequent purchase order of the Customer are governed by the Terms and Conditions located at The terms and conditions referenced in the immediately preceding sentence do not apply where Customer and Stryker are parties to a Master Service Agreement. Purchase Order Number COMMENTS: Please email signed Proposal and Purchase Order to procarecoordinators@stryker.com. All information contained within this quotation is considered confidential and proprietary and is not subject to public disclosure. Quote pricing valid for 30 days. FYIJCJU B)2pg9* Item ModelSerial NumberProgramNo. 1LP1540344397LP15 Prevent Onsite 2LP1540344402LP15 Prevent Onsite 3LP1540346172LP15 Prevent Onsite 4LP1540344404LP15 Prevent Onsite 5LP1540344401LP15 Prevent Onsite 6LP1540344400LP15 Prevent Onsite 7LP1540346171LP15 Prevent Onsite 8LP1540344395LP15 Prevent Onsite 9LP1540346170LP15 Prevent Onsite 10LP1540335281LP15 Prevent Onsite 11LP1540336526LP15 Prevent Onsite 12LP1540342627LP15 Prevent Onsite 13LP1540342937LP15 Prevent Onsite 14LP1540344399LP15 Prevent Onsite 15LP1540344398LP15 Prevent Onsite FYIJCJU B)3pg9* Purchase Order Form Account ManagerPurchase Order Date Cell PhoneExpected Delivery Date Stryker Quote Number210201095500 Check box ifBilling same asShipping BILL TOCUSTOMER #SHIP TOCUSTOMER # Billing Account Num0Shipping Account Num1066238 Company NameCompany NameCARMEL FIRE EMS Contact or DepartmentContact or DepartmentJon Alverson Street AddressStreet Address2 CIVIC SQ Addt'lAddress LineAddt'lAddress Line City, ST ZIPCity, ST ZIPCARMEL, IN 46032 PhonePhone(317) 571-2600 Authorized Customer InitialsAuthorized Customer Initials DESCRIPTIONQTYTOTAL REFERENCE QUOTE Accounts Payable Contact Information Name Email PhoneStryker Terms and Conditions www.strykeremergencycare.com/terms Authorized Customer Signature Printed Name Title Signature Date AttachmentStryker Quote Number 210201095500 Sales orusetaxesondomestic (USA) deliveries willbeinvoiced inaddition tothepriceofthegoods and services ontheStryker Quote. FYIJCJU B)4pg9* AsofMarch2020 LIFEPAK® 15service StrykerhasbeennotifiedbyourglobalpartsprovidersthatsomecomponentsusedoncertainLIFEPAK15monitor/defibrillatormodels (Part NumbersbeginningwithV15-2) arenolongeravailableinthemarket. ServiceontheLIFEPAK15withPartNumberbeginningwithv15-5orv15-7 isunaffected. Strykerwillcontinue toofferservicesupportforthissubsetoftheLIFEPAK15asfollows: oIfacomponenthasfailedonyourdevice, yourlocalSalesRepresentativeshouldbecontactedforsupport oStrykerwillcontinuetooffercontractualserviceonayearlybasisonly oPreventivemaintenance willcontinuetobedoneondeviceslessthaneight (8) yearsold. Afterthispoint, wewillceaseto conductpreventativemaintenanceandshifttodeviceinspections oIfacomponentfailsonyourdevice, pleasecontactyourlocalSalesRepresentativeforsupport. Apro-ratedcreditforanypre- paidservicewillbeprovided shouldaunitbecomenon-serviceable duetopartavailability ItisimportanttonotethattheLIFEPAK15hasanexpectedlifeofeight (8) yearsfromthedateofmanufacture. Ifyouareuncertainofthe manufacturedateofyourproducts, pleasecontactyourlocalSalesRepresentativeforafullfleetassessment. Wewanttoensurethehighestqualityproductsandservicesforourcustomers. Assuch, itisimportanttoknowthatStrykeristheonlyFDA- approvedserviceproviderforourproducts. Wedonotcontractwiththirdpartyserviceproviders, norwillwebeprovidingthemwithany additional partsfortheserepairs. Assuch, wecannotguaranteethesafetyandefficacyofanydevicethatisrepairedbyathird-partyservice agency. FYIJCJU B)5pg9* This Addendum, together with the Agreement for Purchase of Services setsforththe entire Product Service Plan Agreement between Stryker Sales, LLC, through its Medical Division, hereinafter referred to as "Vendor", and the City of Carmel, Indiana named on the face of the ProCare Proposal, hereinafter, referred to as the "City". This Addendum and the Agreement for Purchase represents the entire Agreement andnoother oral modifications are valid. This Agreement shall remain in effect unless canceled or modified by either party according to the following terms and conditions. Vendor accepts City conditioned onCityCity acceptance of any portion of the services shall confirm City Unless specified otherwise herein, these terms constitute the complete agreement between the parties. Amendments to this document shall be in writing and no prior or subsequent acceptance by Vendor of any purchase order, acknowledgment, or other document from City specifying different and/or additional terms shall be effective unless signed by both parties. 1. SERVICECOVERAGE ANDTERM Vendor shall provide to City under said Service Plan is set forth on the Equipment Schedule attached to the Proposal (the substitute for the requirements of City to adhere to the routine maintenance instructions provided by Vendor, its equipment and operations manuals, and accompanying labels and/or inserts for the Equipment. City covenants and agrees that its personnel will follow the instructions and contents of those manuals, labels and inserts. When Equipment or a component is replaced, the item provided inreplacement will be theCityy (if City owns the Equipment) and the replaced item will be Vendor coverage, term, start date, and price of the Services appear on the face of the ProCare Proposal. 2. EQUIPMENTSCHEDULECHANGES During the term of the Agreement, upon each written consent, additional Equipment maybeadded to theEquipment Schedule. Alladditions aresubject tothe terms and conditions contained herein. The parties shall mutually agree that Vendor shall adjust the charges and modify the Equipment Schedule toreflect any additions. 3. INSPECTIONSCHEDULING Service inspections will be scheduled in advance at a mutually agreed upon time. Equipment not made available at the specified time will be serviced at the next scheduled service inspection unless specific arrangements are made with Vendor. Such arrangements will include travel and other special charges atVendor 4. INSPECTIONACTIVITY On each scheduled service inspection, Vendor Service Representative will inspect each available item of Equipment as required in accordance with Vendor then current maintenance procedures forsaid Equipment. 5. CITYOBLIGATIONS City shall use commercially reasonable efforts tocooperate with Vendor in connection with VendorCity understands and acknowledges that Vendor FYIJCJU B)6pg9* Service Representatives will not provide surgical or medical advice, will not practice surgery or medicine, will not come in physical contact with the patient, will not enter the atany time, and will not direct equipment or instruments that come incontact with the patient during surgery. CityVendor Service Representatives to take any actions in violation of these requirements or in violation of applicable laws, rules or regulations, City Vendor Service Representatives to engage in such activities shall not be a breach of this Agreement. City consents to the presence of Vendor Service Representatives in its operating rooms, where applicable, to allow Vendor toprovide Services under this Agreement and represents that it will obtain all necessary consents from patients. 6. PRICECHANGES The Service prices specified herein are those in effect as of the date of acceptance of this Agreement and will continue in effect throughout the term of the Service Plan. 7. INITIALINSPECTION This Agreement shall be applicable only to such Equipment as listed in the Equipment Schedule, which has been determined by aVendor condition upon his/her initial inspection thereof. 8. MAINTENANCEINSPECTION THIS AGREEMENT MAY INCLUDE PRODUCTS WHICH ARE BEYOND THEIR WARRANTY PERIOD AND TESTED EXPECTED SERVICE LIFE. ANY SUCH PRODUCT WILL BE INSPECTED SOLELY TO DETERMINE IF THE PRODUCT MEETS THE OPERATIONS AND MAINTENANCE MANUAL GUIDELINES FOR THAT PARTICULAR PRODUCT AS OF THE DATE OF INSPECTION. DESPITE ANY SUCH INSPECTION, VENDOR MAKES NO CLAIMS OR ASSURANCES AS TO FUTURE PERFORMANCE, INCLUDING NO EXPRESS OR IMPLIED WARRANTY, FOR ANY PRODUCT WHICH WAS INSPECTED OUTSIDE OF ITS WARRANTY PERIOD OR BEYOND ITS TESTED EXPECTED SERVICE LIFE. 9. WAIVEREXCLUSIONS No failure to exercise and no delay by Vendor in exercising any right, power or privilege hereunder shall operate as a waiver thereof. No waiver of any breach of any provision by Vendorshall be deemed to be awaiver by Vendorof any preceding or succeeding breach of the same or any other provision. No extension of time by Vendor for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of time for performances of any other obligations or any other acts by Vendor. 10. LIMITATIONOFLIABILITY IN NO INSTANCE WILL VENDOR BE LIABLE TO CITY FOR INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL DAMAGES OR AGREEMENT. 11. FORCEMAJEURE Except for City neither party to this Agreement will be liable for any delay or failure of performance that is the result of any happening or event that could not reasonably have been avoided or that is otherwise beyond its control, provided that the party hindered or delayed immediately notifies FYIJCJU B)7pg9* the other party describing the circumstances causing delay. Such happenings or events will include, but not be limited to, terrorism, acts of war, riots, civil disorder, rebellions, fire, flood, earthquake, explosion, action ofthe elements, acts of God, epidemic, pandemic, inability to obtain or shortage of material, parts, equipment or transportation, governmental orders, restrictions, priorities or rationing, accidents and strikes, lockouts or other labor trouble or shortage. 12. WARRANTYOFNON-EXCLUSION Each party represents and warrants that as of the Effective Date, neither it nor any of its employees, are or have been excluded terminated, suspended, or debarred from a federal or state health care program or from participation inany federal or state procurement or non- procurement programs. Each party further represents that no final adverse action by the federal or state government has occurred or is pending or threatened against the party, its affiliates, or, to its knowledge, against any employee. Each party also represents that if during the term of this Agreement it, or any of its employees becomes so excluded, terminated, suspended, or debarred from a federal or state health care program or from participation in any federal or state procurement or non-procurement programs, such will promptly notify the other party. Each party retains the right to terminate or modify this Agreement in the event of 13. COMPLIANCE Vendor, as supplier/servicer, hereby informs City ofCity disclosures required by law or contract, including without limitation properly reporting and appropriately reflecting actual prices paid for each item supplied hereunder net of any discount (including rebates and credits, if any) applicable to such item on City reports, and as otherwise required under the Federal Medicare and Medicaid Anti-Kickback Statute and the regulations thereunder (42 CFR Part 1001.952(h)). Pricing under this Agreement (and each Service Plan) may constitute discounts on the purchase of Services. City represents that (i) it shall make all required cost reports, and (ii) it has the corporate power and authority to make or cause such cost reports to be made. To the extent required by law, City and Vendor agree to comply with the Omnibus Reconciliation Act of 1980 (P.L. activities of Vendor hereunder, Vendor further specifically agrees that until the expiration of four (4) years after furnishing Services pursuant to this Agreement, Vendor shall make available, upon written request of the Secretary of the Department of Health and Human Services, or upon request of the Comptroller General, or any of their duly authorized representatives, this Agreement and the books, documents and records of Vendor that are necessary to verify the nature and extent of the costs charged to City hereunder. Vendor further agrees that if Vendor carries out any of the duties of this Agreement through a subcontract with a value or cost of ten thousand dollars ($10,000) or more over a twelve (12) month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives the subcontract, and books and documents and records of such organization that are necessary to verify the nature and extent of such costs. In performance of this Agreement, Vendor shall also comply with all applicable state and federal regulations, including but not limited to discrimination laws. FYIJCJU14. CONFIDENTIALITY B)8pg9* The parties hereto (a) shall hold in confidence this Agreement and the terms and conditions contained herein (including Services Plan pricing) and any information and materials which are related tothe business of the other or are designated as proprietary or confidential, herein or otherwise, or which a reasonable person would consider tobe proprietary or confidential information; and (b) hereby covenant that they shall not disclose such information to any third party without prior written authorization of the one to whom such information relates. The rights and remedies available to a party hereunder shall not limit or preclude any other available equitable or legal remedies. 15. HIPAA; DATA a) Vendor City by HIPAA (the Health Insurance Portability and Accountability Act of 1996 and 45 C.F.R. parts 142 and 160-164, as amended). All medical information and/or data concerning specific patients (including, but not limited to, the identity of the patients), derived incidentally during the course of this Agreement, shall be treated by both parties as confidential, and shall not be released, disclosed, or published to any party other than as required or permitted under applicable laws. b) City acknowledges and agrees that Vendor may use any data arising from or related to the performance or use of the Equipment or Services. FYIJCJU B)9pg9* EXHIBIT C Carmel, IN & Stryker Sales, LLC INSURANCE COVERAGES Worker'sCompensation & Disability Statutory Limits Employer's Liability: Bodily Injury byAccident/Disease: $600,000 disease each employee 750,000each accidentBodilyInjurybyAccident/Disease: Bodily InjurybyAccident/Disease: $1,000,000disease policylimit Commercial General Liability: Property damage, contractual liability, products-completed operations, personal & advertising injury: General Aggregate Limit (otherthan 1,000,000 Products/Completed Operations): 1,000,000 Products/CompletedOperations: EachOccurrence Limit: $750,000 Fire Damage (any one fire): $750,000 Commercial AutomobilityLiability owned, hired andnon-owned) Combined SingleLimit: $1,000,000per accident Damesha Sheppard Stryker Sales LLC Procare Contract Coordinator March31st 21 Damesha Sheppard Damesha Sheppard CzKpoPcfsmboefsbu22;5:bn-Nbs42-3132 EXHIBIT A Sweet Event Planning /SondraSchwieterman SCOPE OF SERVICES & RATE SCHEDULE FOR PROFESSIONAL SERVICES FOR EVENT PLANNING 1.When requested, developing sponsorships and partnerships for events. 2.Organizing and facilitating the below events for the City of Carmel. 3.Helping with solidifying volunteers and other needs. 4.Helping with any media or promotional needs. 5.Available for any additional needs for events. Ceremony$5,000 events()($1,500/event) IMCL$7,500 Sweet Event Planning will assist the City of Carmel in planning the 2020*/2021 International Making Cities Livable Conference. The conference will be held in Carmel, IN June 8-12, 2021. Responsibilities will include but not be limited to: Overall event budgeting Tour development and implementation Onsite registration assistance Collateral materials that are the responsibility of the City of Carmel Day of logistics that are the responsibility of the City of Carmel Assisting with event timeline planning Originally scheduled in2020, butthe IMCL conference was postponed toCOVID-19 Pandemic. Including, but not limited to; for the Budgeting, tours, registration, materials, day oflogistics Sweet Event Planning will provide assistance with the Volunteer Carmel initiative for the City of Carmel under the direction ofthe Community Relations and Economic Development staff. 22/hour Signature: _________________________________ FYIJCJUDate: 3/25/2021 B)2pg2* 8649 N College Ave, Indianapolis, IN 46240 (317) 657-8263 Sondra_Schwieterman@Outlook.com Page 1 of 1INDIANARETAILTAXEXEMPT PURCHASE ORDER NUMBERCERTIFICATENO. 003120155 002 0CityofCarmel FEDERAL EXCISE TAX EXEMPT 105125 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION EVENT PLANNING SERVICES3/29/2021373677 SWEET EVENT PLANNING COMMUNITY RELATIONS VENDORSHIP8649NCOLLEGEAVE 1CIVIC SQ TO Carmel, IN 46032- INDIANAPOLIS, IN 46240 - PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 55088 QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION Department:Fund: 1203101General Fund Account: 43-590.03 Each1EVENT PLANNING SERVICES$9,500.00$9,500.00 Sub Total 9,500.00 Account: 43-593.00 1EachEVENT PLANNING SERVICES$9,500.00$9,500.00 Sub Total 9,500.00 Send Invoice To: COMMUNITY RELATIONS 1 Civic Square Carmel, IN 46032- PLEASE INVOICE IN DUPLICATE DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT 19,000.00PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN SHIP PREPAID. AFFIDAVIT ATTACHED. IHEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN C.O.D. SHIPMENT CANNOT BE ACCEPTED.THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO. Nancy HeckJames Crider TITLEDirectorDirector of Administration CONTROL NO. 105125 CONTROLLER Approved and Adopted this day of , 20 . CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: Notes TrikesonlyStationtobelocatednorthofthe "Monon" benchesadjacenttothelandscapingsouthofthebikeracksandfixstationinthecenteroftheMononBlvd. westofMidtownPlazaThisstationhasbikesandtrikes, stationmayhavetoberelocatedinthefutureduetoreconstructionThisstationmayhavetoberelocatedinthefutureduetoreconstructionSamegenerallocation (inCentralParkonMonon) butwillbelocatedatnewtrailheadinCentral Park approx. 750 ft to the north of old station location Sponsor NameCity ofCarmelCity ofCarmelCity ofCarmelCity of CarmelCity ofCarmelCity ofCarmelCity of CarmelCity ofCarmel 3 81210101010 9 or 10 Docking Spaces FixedorFreestandingFixedFixedFixedFreestandingFixedFreestandingFixedFixed Address155WMainStNWcornerofMononandMain35EMainStapprox. 365Monon BlvdMononTrail720SRangeLineRd.Monon TrailMonon Trail 39.9785239.9686139.9640839.97829839.97833839.97576339.97053239.951855 Latitude 86.1296486.129694-86.129883-86.125935-86.129718-86.127332-86.129253-86.136409Longitude 2021 Carmel Bike Share station location installationStationNameMononandMainMononandMaintrikesHamiltonCountyTourismMidtownCityCenterCityCenterandRangeLineRdCityHallMononCommunityCenter 12345678 2tu!Bwf!TF 4 Sbohf!Mjof!Se Nbjo!Tu/ Wfufsbot!Xbz 2 Npopo!Hsffoxbz3 Npopo!boe!Nbjo!.!TF!dpsofs!pg!Npopo!boe!NbjoNpopo!boe!Nbjo!Usjlft!.!OX!dpsofs!pg!Npopo!boe!NbjoIbnjmupo!Dpvouz!Upvsjtn!.!TX!dpsofs!pg!Nbjo!boe!2tu!Bwf!TFDbsnfm!Cjlf!Tibsf!Tubujpo!Mpdbujpot!Bsut!boe!Eftjho!Ejtusjdu234 Npopo!Cmwe 5 Fmn!Tu/ Npopo!Cmwe Dbsnfm!Cjlf!Tibsf!Tubujpo!Mpdbujpo!jo!Njeupxo Njeupxo!tubujpo!.!jo!dfoufs!pg!Npopo!Cmwe!xftu!pg!uif!Njeupxo!Qmb{b 5 Sbohf!Mjof!Se 7 Djuz!Dfoufs!Es/ Npopo!Hsffoxbz 6 4se!Bwf!TX Djuz!Dfoufs!tubujpo!.!mpdbufe!tpvui!pg!uif!Dbsufs!Hsffo!cfuxffo!uif!Nf{{!boe!uif!Npopo/!!Uijt!tubujpo!xjmm!jodmvef!usjlft/!!Mpdbujpo!nbz!offe!up!cf!sfmpdbufe!xifo!uijt!tfdujpo!pg!uif!Npopo!jt!sfdpotusvdufe/!Djuz!Dfoufs!boe!Sbohf!Mjof!Se!tubujpo!.!bu!uif!tpvui!xftu!dpsofs!pg!Djuz!Dfoufs!Es!boe!Sbohf!Mjof! 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Fggfdujwf!Pdu/!2-!3129-!uif!V/T/!hpwfsonfou!jnqptfe!ubsjggt!po!ufdiopmphz.sfmbufe!hppet/!Ufdiopmphz!nbovgbduvsfst!bsf! fwbmvbujoh!uif!jnqbdu!po!uifjs!dptu!boe!bsf!qspwjejoh!vt!xjui!gsfrvfou!dptu!vqebuft/!Gps!uijt!sfbtpo-!rvpuf!boe!fdpnnfsdf! qspevdu!qsjdjoh!jt!tvckfdu!up!dibohf!bt!dptut!bsf!vqebufe/!Jg!zpv!ibwf!boz!rvftujpot!sfhbsejoh!uif!jnqbdu!pg!uif!ubsjgg!po!zpvs! qsjdjoh-!qmfbtf!sfbdi!pvu!up!zpvs!tbmft!ufbn/! TPGUXBSF!BOE!DMPVE!TFSWJDFT!QVSDIBTFT;!Jg!zpvs!qvsdibtf!dpoubjot!boz!tpguxbsf!ps!dmpve!dpnqvujoh!pggfsjoht! Tpguxbsf!boe!Dmpve!Pggfsjoht fbdi!pggfsjoh!xjmm!cf!tvckfdu!up!uif!bqqmjdbcmf!tvqqmjfs(t!foe!vtfs!mjdfotf!boe!vtf!ufsnt! Tvqqmjfs!Ufsnt#*!nbef!bwbjmbcmf!cz!uif!tvqqmjfs!ps!xijdi!dbo!cf!gpvoe!bu!uif!ufsnt.boe.qpmjdjft mjol!cfmpx/!Cz!psefsjoh-! qbzjoh!gps-!sfdfjwjoh!ps!vtjoh!Tpguxbsf!boe!Dmpve!Pggfsjoht-!zpv!bhsff!up!cf!cpvoe!cz!boe!bddfqu!uif!Tvqqmjfs!Ufsnt!vomftt!zpv! boe!uif!bqqmjdbcmf!tvqqmjfs!ibwf!b!tfqbsbuf!bhsffnfou!xijdi!hpwfsot/ iuuqt;00xxx/jotjhiu/dpn0ufsnt.boe.qpmjdjft FYIJCJU B)3pg3* RESOLUTION NO. BPW 04-07-21-04 A RESOLUTION OF THE BOARD OF PUBLIC WORKS AND SAFETY OF THE CITY OF CARMEL, INDIANA, APPROVING THE TRANSFER AND PRESENTATION OF PISTOL AND BADGE WHEREAS, pursuant to IC 5-22-22-6, the Board of Public Works and Safety of the City of Carmel, Indiana (“Board”), may transfer to another certain personal property; and WHEREAS, Officer Todd C. Clark has provided over 21 years of meritorious service to the Carmel community as a Carmel City Police Officer, and will be retiring on April 24, 2021 and WHEREAS, it has been a long-standing policy and practice of the Carmel Police Department to present to each of its sworn officers, upon retirement, their badge and firearm. NOW, THEREFORE, BE IT RESOLVED by the Board, as follows: Section 1. The foregoing Recitals are incorporated herein by this reference. Section 2. The following items may be transferred and presented to Officer Todd C. Clark upon his retirement, at the direction of the Chief of Police: Officer Clark’s Service Weapon, Glock Model 17, 9 mm Pistol and Carmel Police Department Badge/marked “Retired.” SO RESOLVED. Resolution No. 04-07-21-04 Page One of Two Pages This Resolution was prepared by Jon Oberlander, Carmel Assistant City Attorney, on 03/24/2021 at 11:30 a.m. No subsequent revision to this Resolution has been reviewed by Mr. Oberlander for legal sufficiency or otherwise. PASSED by the Board of Public Works and Safety of the City of Carmel, Indiana, this day of , 2021, by a vote of ayes and nays. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety (“Board”) By: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: Resolution No. 04-07-21-04 Page Two of Two Pages This Resolution was prepared by Jon Oberlander, Carmel Assistant City Attorney, on 03/24/2021 at 11:30 a.m. No subsequent revision to this Resolution has been reviewed by Mr. Oberlander for legal sufficiency or otherwise. RESOLUTION NO. BPW 04-07-21-05 A RESOLUTION OF THE BOARD OF PUBLIC WORKS AND SAFETY OF THE CITY OF CARMEL, INDIANA, APPROVING THE TRANSFER AND PRESENTATION OF PISTOL AND BADGE WHEREAS, pursuant to IC 5-22-22-6, the Board of Public Works and Safety of the City of Carmel, Indiana (“Board”), may transfer to another certain personal property; and WHEREAS, Sergeant Nancy L. Zellers has provided over 35 years of meritorious service to the Carmel community as a Carmel City Police Officer, and will be retiring on May 28, 2021 and WHEREAS, it has been a long-standing policy and practice of the Carmel Police Department to present to each of its sworn officers, upon retirement, their badge and firearm. NOW, THEREFORE, BE IT RESOLVED by the Board, as follows: Section 1. The foregoing Recitals are incorporated herein by this reference. Section 2. The following items may be transferred and presented to Sergeant Nancy L. Zellers upon her retirement, at the direction of the Chief of Police: Sergeant Zeller’s Service Weapon, Glock Model 19, 9 mm Pistol and Carmel Police Department Badge/marked “Retired.” SO RESOLVED. Resolution No. 04-07-21-05 Page One of Two Pages This Resolution was prepared by Jon Oberlander, Carmel Assistant City Attorney, on 03/24/2021 at 11:30 a.m. No subsequent revision to this Resolution has been reviewed by Mr. Oberlander for legal sufficiency or otherwise. PASSED by the Board of Public Works and Safety of the City of Carmel, Indiana, this day of , 2021, by a vote of ayes and nays. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety (“Board”) By: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: Resolution No. 04-07-21-05 Page Two of Two Pages This Resolution was prepared by Jon Oberlander, Carmel Assistant City Attorney, on 03/24/2021 at 11:30 a.m. No subsequent revision to this Resolution has been reviewed by Mr. Oberlander for legal sufficiency or otherwise. RESOLUTION NO. BPW 04-07-21-08 RESOLUTION OF THE BOARD OF PUBLIC WORKS AND SAFETY OF THE CITY OF CARMEL, INDIANA Regarding the Intergovernmental Transfer of Certain Property Interests The Board of Public Works and Safety (the “Board”) of the City of Carmel, Indiana the “City”) met at a duly called and authorized meeting of the Board held on the date set forth below, such meeting being called pursuant to a notice stating the time, place and purpose of the meeting received by all the Board Members and posted on the City webpage for the public, and the following resolutions were made, seconded and adopted by majority of those present at the meeting, which constituted alegal quorum of the Board. WHEREAS, Clay Township of Hamilton County, Indiana (hereinafter the “Township”) owns and operates the John W. Hensel Government Center located at 10701 N. College Avenue, Indianapolis, IN 46280 (the “Township Government Center”); and WHEREAS, the City, by and through the Board. desires to lease the portion of the Township Government Center designated as “Suite B” (the “Leased Premises”) for use as administration offices for the Carmel Fire Department (the “Department”) on the terms contained in the lease attached hereto as Exhibit “A” (the Lease”); and WHEREAS, Ind. Code §36-1-11-8 provides that a transfer or exchange of property may be made between governmental entities upon terms and conditions and for value as agreed upon by the entities as evidenced by adoption of a substantially identical resolution by each entity. NOW, THEREFORE, BE IT RESOLVED, by the Board of Public Works and Safety of the City of Carmel, Indiana as follows: SECTION 1. The foregoing Recitals are incorporated herein by this reference. SECTION 2. The Board hereby approves the lease of the Leased Premises to the City for use by the Department on the terms contained in the Lease. SECTION 3. James Crider, Director of Administration, is hereby authorized, empowered and directed to take all action necessary to finalize and execute the Lease with such changes or revisions thereto as are agreed to by the office of Corporation Counsel for the City. SECTION 4. James Crider is further authorized, empowered and directed to take all action necessary to complete the lease of the Leased Premises by the City for use by the Department, and all actions heretofore taken regarding the same are hereby approved and ratified in every way. SECTION 5. This Resolution shall take effect immediately upon its passage. Adopted and approved by the Board of Public Works and Safety on the date indicated below. City of Carmel, Indiana by its Board of Public Works and Safety James A. Brainard, Mayor Lori S. Watson, Member Mary Anne Burke, Member Attest: Sue Wolfgang, Clerk LEASE AGREEMENT JOHN W. HENSEL GOVERNMENT CENTER 10701 NORTH COLLEGE AVENUE between CLAY TOWNSHIP OF HAMILTON COUNTY, INDIANA AS LANDLORD) and CARMEL FIRE DEPARTMENT AS TENANT) Effective as of January 1, 2021 FYIJCJU B Table of Contents Recitals: P.1 Article I Leased Property P.1 Article II Term P.2 Article III Rent P.3 Article IV Use and Operation of Lease Premises P.6 Article V General Covenant Against Liens P.7 Article VI Maintenance, Alterations and Additions P.8 Article VII Insurance P.9 Article VIII Indemnification and Release P.11 Article IX Condemnation and Casualty P.12 Article X Tenant’s Trade Fixtures and Equipment P.13 Article XI Subordination and Non-Disturbance P.14 Article XII Certificates P.14 Article XIII Surrender P.15 Article XIV Events of Default, Remedies P.15 Article XV Notices P.17 Article XVI Limitation Upon Liability P.18 Article XVII Miscellaneous Provisions P.18 LEASE AGREEMENT THIS LEASE AGREEMENT (“Lease”) is entered into by Clay Township of Hamilton County, Indiana (hereinafter referred to as “Township”) by and through its Township Trustee, and the Carmel Fire Department (hereinafter referred to as “Tenant”) by and through the City of Carmel Board of Public Works and Safety (the “Board of Works”) as the purchasing agency of the City of Carmel, Indiana (the “City”). WITNESSETH: WHEREAS, the Township is the owner of the real estate, improvements and other facilities located at 10701 North College Avenue, Indianapolis, Indiana 46280 commonly known as the John W. Hensel Government Center and more particularly described in Exhibit “A” attached hereto (the “Government Center”), and desires to lease designated portions of the Government Center to Tenant for use as administrative offices for the Tenant upon the terms and conditions set forth herein; and WHEREAS, the City desires to lease the portion of the Government Center designated herein as the Leased Premises for Tenant for the purposes stated herein; and WHEREAS, Ind. Code § 36-1-11-8 authorizes the transfer of property between governmental entities upon terms and conditions agreed upon by the entities, as evidenced by the adoption of a substantially identical resolution by each entity; and WHEREAS, the Board of Clay Township of Hamilton County, IN and the Board of Works have each adopted substantially identical resolutions agreeing upon the terms and conditions contained herein. NOW, THEREFORE, in consideration of their mutual undertakings and covenants, the Township and City agree as follows: Article I Leased Property and Government Center The Township hereby leases to Tenant and Tenant hereby leases from the Township the portions of the Government Center designated as “Suite A” and depicted in Exhibit “B” attached hereto and made a part hereof (the “Leased Premises) consisting of approximately 3,216 square feet. The Government Center consists of a25,009 square foot building, together with appurtenant 1 equipment and mechanical structures, as well as parking lot and landscaping improvements comprising approximately 2.09 acres of real estate more or less (all of such property and improvements included in the term “Government Center”). The Lease of the Leased Premises by Tenant shall also include a non-exclusive license for the use of all hallways, restrooms, parking areas, exterior walkways, entrances and other public portions of the Government Center provided for the common or joint use and benefit of the occupants of the Government Center, and not directly occupied by and allocated to other tenants of the Government Center. Article II Term, Possession and Holdover 2.01 Original and Extended Terms. The original term of this Lease (“Original Term”) shall begin on the date of first occupancy of the Leased Premises by Tenant on January 1, 2021 the “Effective Date”) and shall end on December 31, 2021, or until the new Community Center and Fire Headquarters located at 210 Veterans Way in the City is completed and ready for occupancy, whichever is later. Continued occupancy of the Lease Premises after December 31, 2021 shall be on a month-to-month basis prorated as set forth herein. In addition, the City may extend the Term at the conclusion of the Original Term for up to two (2) consecutive periods of one (1) year each (each an “Extended Term”), by giving Landlord written notice thereof at least sixty (60) days prior to the end of the Original Term or any Extended Term. Possession of the Leased Premises shall be delivered by the Township to Tenant in an “as is” condition except as otherwise specifically provided herein. In the event Tenant remains in possession of the Leased Premises after the expiration of the Original Term or any Extended Term without an extension as provided herein and without the execution of a new Lease, it shall be deemed to be occupying the Leased Premises as a Tenant from month-to-month subject to all other conditions, provisions and obligations of this Lease insofar as the same are applicable to a month-to-month tenancy. If Tenant remains in possession of the Leased Premises after expiration or termination pursuant to this Section, Tenant shall be required to vacate the Leased Premises upon the thirtieth (30th) day after the date of a written notice from Township to so vacate. 2.02 Early Termination. Tenant may terminate this Lease at any time prior to the expiration of the Original or an Extended Term by giving the Township sixty (60) day advance notice of the same. 2 Article III Rent 3.01Base Rent. Tenant shall pay to the Township throughout the Original Term an annual fixed base rental at the rate per annum of Sixty Thousand and 00/100 Dollars 60,000.00) (the “Annual Rent”) in equal monthly installments of Five Thousand and 00/100 Dollars ($5,000.00) each with payment due on the first day of each month, in advance. In the event of the exercise of a second Extended Term, Annual Rent shall be increased at the commencement of the second Extended Term to reflect the total increase in the Consumer Price Index for All Urban Consumers (CPI-U) during the initial Extended Term, or the immediately prior Extended Term. Once adjusted for the increase in CPI-U the recalculated Annual Rent shall be fixed throughout the second Extended Term and shall be payable in equal monthly installments. Base Rent for month-to-month tenancy shall be similarly adjusted for the increase in CPI-U at the outset of month-to-month tenancy. 3.02Additional Tenant Expenses. (a) It is the understanding and agreement of the parties hereto that this is a “net” lease obligation, whereby Tenant shall bear its proportionate share of the costs and expenses incurred by the Township to operate the Government Center and Tenant hereby assumes and agrees to bear its proportionate share of the cost of such obligations with relation to the Leased Premises and the Government Center, the improvements thereon, and the appurtenances thereto, and the use, operation and maintenance thereof. In connection therewith, and without limiting in any way Tenant’s responsibility under this “net” lease, Tenant shall pay its proportionate share of all utility costs, insurance costs and all other reasonable, necessary and customary expenses incurred in occupying, operating and managing the Leased Premises and the Government Center. Such expenses shall include, but not necessarily be limited to: property management expenses; janitorial expenses and the cost of providing commercial maintenance service; maintenance expense for parking lots adjacent to or serving the Government Center; insurance premiums for fire insurance, liability insurance and insurance for any other risks insured against by the parties as required by this Lease or as reasonably required or customary in the operation of the Government Center by the Township; property taxes and assessments on the Government Center (if any); and all reasonable expenses incurred in the maintenance, upkeep and repair of the Government Center, including building equipment, 3 machinery and fixtures, all interior and exterior common areas including walkways, parking areas, shrubbery and lawns, keeping the same in safe and good repair and condition. Utility costs shall include all utility expenses or charges incurred on or about the Government Center in the furnishing of heat, ventilation, air conditioning, water and sewer services, electricity, gas and other power or fuels, including without limitation the costs of installing any additional power or other utility service that may be required by Tenant and other tenants at the Government Center; however, all telecommunications services for the Leased Premises, including the service charges therefore and installation thereof, shall be at the sole expense of Tenant. The parties agree that the Township shall be responsible for the provision of all of the foregoing listed services hereafter “Management Services”) throughout the Original Term and any Extended Term of this Lease. Tenant’s proportional share of all reasonable costs of whatsoever nature incurred by the Township to provide Management Services for the Government Center, specifically including the costs of any property manager employed by the Township to provide the same (all hereafter Management Costs”), shall be paid to the Township on amonthly basis as billed by the Township. A typical billing of all annual Management Costs shall be prepared by the Township in the format attached hereto as Exhibit “C”, with the Tenant substituted for “TriCo” (the prior tenant of the Leased Premises) and the proportionate amounts appearing in Exhibit “C” for such expenses (hereby designated as Tenant’sproportionate share) shall be paid by the Tenant in monthly installments as billed by the Township. At the end of the Original Term and annually thereafter, the Township shall review all actual expenditures for Management Costs for the prior lease year, and shall notify the Tenant in writing of the actual expenditures and any amounts necessary to be paid or refunded to properly cover all Management Costs as provided herein. Such amount shall be paid or refunded by the proper party no later than thirty (30) days after the submittal of the Township’s report to Tenant. At the Township’s reasonable discretion, the annual budget may be revised during the Original Term or any Extended Term of this Lease, and the remaining monthly installments by the Tenant shall be revised accordingly. 3.03Rental Payments. Rental checks are to be made payable to Clay Township of Hamilton County, Indiana and shall be payable to the Township at its offices located at 10701 N. College Avenue, Indianapolis, IN 46280. Rent shall be paid to the Township without notice or demand, and without deduction or offset, in lawful money of the United States of America, 4 forwarded to the person and address indicated above, or to such other person or place as the Township may designate in writing from time to time. Rental retroactive to the Effective Date will be paid by Tenant upon approval of this Lease. 3.04Late Payments. Base Rent and Additional Rent (collectively referred to as Rent”) shall be paid on the first day of each month, commencing on the Effective Date. If the Rent is not received by Township on the first day of any month during the term of this Lease, then a late charge of $20.00 per day shall be due from Tenant for each day that the Rent or any portion thereof is paid late unless waived by the Township. 3.05Review of Management Costs. Tenant shall have the opportunity, upon request, to receive and review receipts, documents and other evidence of all Management Costs incurred by the Township and allocated to occupants of the Government Center pursuant to this Lease. Tenant may, from time to time, request that the Township review any specific item of Management Costs to determine whether such cost is reasonable in light of current market circumstances. Nothing contained herein shall serve to reduce or require the reduction of any Management Cost incurred by the Township, but the parties hereto shall reasonably cooperate to maintain all Management Costs at reasonable market rates. 3.06Limitation. Township shall not be liable for and Tenant shall not be entitled to any abatement or reduction of rent by reason of Township’s failure to furnish any of the foregoing when such failure is caused by inclement weather, accidents, breakage, repairs, labor disturbances or labor disputes of any character, pandemic or by any other cause beyond the reasonable control of Township. Township shall not be liable under any circumstances for loss of or injury to property, however occurring, through or in connection with or incidental to failure to furnish any of the foregoing. 3.07Security Deposit. As Tenant is a governmental entity, a security deposit is not required under this Lease. Article IV Use and Operation of Leased Premises 4.01Use. Tenant shall use the Leased Premises only for governmental purposes consistent with Tenant’s statutory authority and applicable governing instruments. It is understood and agreed that neither Tenant nor its sublessees or assignees shall be permitted to 5 take any action or carry on any activity inconsistent with its statutory authority as an Indiana political subdivision. 4.02Operations and General Conditions of Occupancy. Tenant shall keep the Leased Premises and the Government Center in a clean, orderly and safe condition at all times. Tenant shall conduct its own activities in a careful, safe and prudent manner. Tenant shall not (1) commit or permit waste or damage to the Leased Premises; (2) improperly store any hazardous materials or otherwise permit or suffer any nuisance or hazardous or unsafe condition to occur or exist on the Leased Premises; (3) cause or permit any use of the Leased Premises which would constitute a violation of any ordinance, statute, regulation or order of any governmental authority. 4.03Reservation of Rights. The Township reserves the right to adopt and promulgate reasonable rules and regulations, applicable to the use and occupancy of the Leased Premises and the Government Center consistent with the express purposes set forth herein and from time to time to amend or supplement said rules and regulations. Tenant agrees to abide by all such rules and regulations and to use its best efforts to cause its employees, guests and invitees to do the same. 4.04Encumbrance of Leasehold. Tenant may not mortgage, pledge or otherwise encumber its interest in this Lease or any sublease of the Leased Premises. 4.05Assignment and Sublease. Tenant may not assign this Lease or sublet the Leased Premises without the Township’s prior written consent, which may be withheld at the sole discretion of the Township. 4.06Continuing Obligations of Tenant. It is understood and agreed that any sublease or assignment entered into by Tenant with the Township’s consent pursuant to this Article shall be subject to the provisions of this Lease, and that such sublease or assignment shall not effect or reduce Tenant’s obligations hereunder, which shall continue in full effect as the obligations of a principal and not as aguarantor or surety, to the same extent as though no assignment or sublease had been made. 4.07Suspension of Services. The Township reserves the right to suspend service of the heating, elevators, plumbing, electrical, air conditioning or other mechanical systems in the Leased Premises and the Government Center, and the sweeping, snow removal and maintenance 6 of the common areas when necessary by reason of governmental regulations, civil commotion or riot, accident or emergency, pandemic or for any other reason beyond the reasonable power or control of the Township. The Township shall not in any way be liable or responsible to Tenant for any loss or damage or expense which Tenant may sustain or incur if, during the Original Term or any Extended Term, because of conditions beyond Township’s reasonable control, the quantity or character of any utility service is changed or is no longer available or suitable for Tenant’s requirements. Tenant shall not be entitled to aclaim for constructive eviction or disturbance of right to possess the Leased Premises or an abatement of any rentals payable hereunder because of the suspension or inadequacy of the utility services, mechanical systems or services as provided herein. 4.08Repairs. Repairs, alterations, or improvements to the Leased Premises and the Government Center which are, in the reasonable judgment of the Township, desirable or necessary, shall be done, if reasonably possible, outside Tenant’s normal business hours and shall reasonably accommodate Tenant’s operations. In the event such repairs, alterations, or improvements are conducted during Tenant’s business operations, Tenant’s rent shall not be abated during the time period of such repairs, alterations and improvements. Article V General Covenant Against Liens 5.01Tenant covenants and agrees that it shall not permit any statement of intention to hold amechanic’s lien to be filed against the Leased Premises or any part thereof nor against any interest or estate therein by reason of labor, services or materials claimed to have been performed or furnished to or for Tenant. Such covenant shall extend and be applicable to all sublessees and assignees of Tenant. If because of any act or omission of Tenant, its sublessees or assignees, such statement of intention to hold mechanic’s lien or other lien, charge or order for the payment of money is filed, the Township at its option may compel the prosecution of an action for the foreclosure of such lien by the lienor. If any such statement of intention to hold mechanic’s lien or other lien shall be filed and an action commenced to foreclose such lien, Tenant, upon demand by the Township, shall cause the lien to be released by the filing of a written undertaking with a surety company approved by the Court and obtaining an order from 7 the Court releasing the property from such lien. Nothing in this Lease shall be deemed or construed to constitute consent to or request any party for the performance of any labor or services or the furnishing of any materials for the improvement, alteration and repairing of the Leased Premises; nor as giving Tenant the right or authority to contract for, authorized or permit the performance of any labor or services or the furnishings of any material that would permit the attaching of a valid mechanic’slien. Article VI Maintenance, Alterations and Additions 6.01Maintenance. Tenant shall keep the Leased Premises in good order and condition and shall take all action necessary or appropriate to keep and maintain the Leased Premises in good order and condition. Except for the Management Services provided for in this Lease, the Township shall not be liable for any labor, services or materials furnished or to be furnished to Tenant, or to anyone holding the Leased Premises or any part thereof through or under Tenant. Tenant further agrees to repair any damage to the Premises or the Building caused by or in connection with the removal of any articles of personal property, business or trade fixtures, machinery, equipment, cabinetwork, furniture, moveable partition or permanent improvements or additions, including without limitation thereto, repairing the floor and patching and painting the walls where required by Township to Township’s reasonable satisfaction, all at Tenant’s sole costs and expense. In the event Tenant fails to maintain the Premises in good order and condition, Township shall give Tenant notice to do such acts as are reasonably required to so maintain the Leased Premises. In the event Tenant fails to promptly commence such work and diligently prosecute it to completion, then Township shall have the right to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. 6.02 Alterations and Additions. If there is no continuing event of default, Tenant may make additions or improvements to or alterations to the Leased Premises with the written consent of the Township, which shall not be unreasonably withheld. Each such addition, improvement, or alteration (i) must not, individually or in the aggregate, substantially lessen the fair market value of the Leased Premises or materially affect the Leased Premises’ usefulness as set forth in Article IV hereof, (ii) shall be completed expeditiously in a good and workmanlike manner, and in compliance with all legal requirements and all insurance requirements, (iii) shall become part 8 of the Leased Premises and subject to this Lease. Such alterations and additions shall be subject to the general covenant against liens set forth in Article V hereof. 6.03Additional Tenant Improvements. Township acknowledges that Tenants use of the Leased Premises may require the installation of special HVAC equipment and an exterior electrical generator to ensure the continued use of the backup communications center under emergency conditions. All such special improvements shall receive the prior approval of the Township, shall be installed at Tenant’s sole expense and shall be subject to Section 6.04 below. 6.04Ownership of Improvements. All improvements constructed and installed to the Leased Premises at any time by Tenant, its assignees and sublessees, including plans, drawings, and related materials shall, unless otherwise provided by written agreement between the Township and Tenant, become the property of the Township and remain with the Leased Premises at the expiration or sooner termination of this Lease. Article VII Insurance 7.01Township Insurance Coverage. The Township will maintain with insurers authorized to do business in the State of Indiana and which are well rated by any recognized national rating organization: (i) fire insurance and insurance with respect to risks from time to time included under the standard extended coverage endorsement, including vandalism and malicious mischief, in amounts sufficient to prevent the Township and Tenant from becoming co-insurers of any loss, but in any event not less than the then full insurable value of the Government Center as determined from time to time (but not less often then once every two (2) years) by the insurer or insurers; and (ii) comprehensive general public liability insurance against claims for bodily injury, death or property damage arising out of the use or occupancy of the Government Center by the Township in a combined single limit of not less than $1,000,000. 7.02Public Liability Insurance. Tenant shall procure and maintain during the Original Term and any Extended Term a policy or policies of insurance written by a responsible insurance company or companies insuring the Tenant and the Township from any and all losses, claims, demands, or actions for injury to or death of any one or more person in any occurrence arising from Tenant’s use and operation of the Leased Premises or the Government Center. Such insurance shall provide for broad form protection with combined single limit coverage of not less 9 than $1,000,000 and the total protection under the policies for damage to property may not be less than $500,000.00. Tenant shall furnish to the Township upon request Certificates of Insurance evidencing the continuous and uninterrupted existence of the public liability insurance coverage required by this Section, and Tenant shall be responsible for all the costs thereof. 7.03Policy Terms and Conditions. All insurance policies that the Township must maintain under this Article shall name it and the Tenant as the insured parties, as their respective interest may appear. The policies may be carried under blanket policies maintained by the Township if they comply with the provisions of this Article. The fire policy may provide for the same deductible amounts, not to exceed $25,000.00, that the Township customarily provides for in its insurance for similar properties owned or leased by it. The policies shall provide for a reserved amount with respect to the Leased Premises so as to assure that the amount of insurance required by Section 7.01(i) will be available notwithstanding any losses with respect to other property covered by such blanket policies. All policies of insurance that the Township must maintain under this Lease shall not contain a provision relieving the insurer thereunder of liability for any loss by reason of the existence of other insurance policies covering the Leased Premises against the perils involved, regardless of collectability. 7.04Personal Property and Fixtures. Township’s policies as provided herein shall not cover, and Tenant shall remain responsible for, all of Tenant’s trade and business fixtures and personal property, and losses related thereto shall be the responsibility of Tenant. 7.05Insurance Certificate. The Township shall deliver to the Tenant upon request, insurers’ certificates evidencing all insurance that the Township must maintain under this Lease, and, within thirty (30) days before any such insurance expires, other certificates evidencing its renewal. 7.06Waiver of Subrogation. Township and Tenant each hereby waive any and all rights of recovery against the other or against the officers, employees, agents and representatives of the other, on account of loss or damage occasioned to such waiving party or its property or the property of others under its control to the extent that such loss or damage is insured against under any fire and extended coverage insurance policy which either may have in force at the time of such loss or damage. Tenant shall, upon obtaining the policies of insurance under this Lease, 10 give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease Article VIII Indemnification and Release 8.01Indemnity by Tenant. Tenant shall indemnify and hold Township harmless from, and defend Township against any and all claims of liability for any injury or damage to any person or property whatsoever; (1) occurring in, on or about the Leased Premises or any part thereof; and (2) occurring in, or about, any facilities (including, without prejudice to the generality of the term “facilities”, elevators, stairways, passageways, hallways, and parking areas), the use of which Tenant may have in conjunction with other tenants of the Government Center, when such injury or damage is caused in part or in whole by the act, neglect, fault or omission of any duty with respect to the same by Tenant, its agents, contractors, employees or invitees. Tenant shall further indemnify and hold Township harmless from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant, or any of its agents, contractors, employees and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon. Tenant’s obligation to indemnify shall not include any matter for which the Township is effectively protected against by insurance. In case any action or proceeding be brought against Township by reason of any such claim, Tenant, upon notice from Township, shall defend the same at Tenant's expense by counsel reasonably satisfactory to Township, provided, however that Tenant shall not be liable for damage or injury occasioned by the negligence or intentional acts of Township and its designated agents or employees unless covered by insurance Tenant is required to provide. 8.02Release. The Township and Tenant do each hereby release the other from all liability for an accident, damage or injury caused to person or property, provided, this release shall be effective only to the extent that the injured or damaged party is insured against such injury or damage and only if this Lease shall not adversely affect the right of the injured or damaged party to recover under such insurance policy. Article IX 11 Condemnation and Casualty 9.01Notice. If there is any damage to or destruction of the Leased Premises or Government Center, or if any proceedings or negotiations are instituted which do or may result in a governmental taking of all or any portion of the Government Center, each party will promptly give notice thereof to the other, describing its nature and extent. 9.02Condemnation. If the entire Government Center, or such portion thereof as will make the remainder unsuitable for the use permitted by this Lease, is condemned by any legally constituted authority, or if a conveyance or other acquisition in lieu of such condemnation is made, then this Lease shall terminate as of the date possession is required by the condemnor. If a portion of the Government Center is condemned but the remainder is still suitable for the use permitted by this Lease, this Lease shall not terminate. Tenant hereby assigns to the Township any award or payment on account of any governmental taking by condemnation which is payable in connection with the Government Center. All amounts paid pursuant to an agreement with the condemning authority in connection with any taking shall be deemed to constitute an award on account of such taking. Tenant agrees that this Lease shall control the rights of both parties in any such award, and any contrary provision of any present or future law is hereby waived. 9.03Township’s Duty to Restore Damaged Leased Premises. If the Leased Premises should be damaged by fire or other cause to such an extent that the cost of repair and restoration would be less than $100,000.00, the Township will promptly commence and complete restoration of the property. 9.04Destruction. If the Government Center should be damaged or destroyed by fire or other cause to such an extent that the cost of repair and restoration would exceed $100,000.00, then the Township shall, utilizing the proceeds of the insurance required to be carried under Section 7.01 hereof, promptly repair and restore the Government Center to substantially the same condition it was in prior to the damage or destruction. The Township’sduty to repair and restore the Government Center, however, shall be limited to the proceeds of the insurance required to be carried under Section 7.01 hereof. Notwithstanding anything to the contrary contained under this Lease Agreement, it is specifically acknowledged and understood by Tenant that the Township shall not, and does not hereby, assume any obligation to expend public funds for the repair or restoration of the Leased Premises. 12 9.05Termination Events. This Lease shall terminate sixty (60) days after the occurrence of any of the following termination events: (a) restoration cannot be completed within 365 days after the occurrence; (b) the damage, destruction, or condemnation occurs during the last year of the initial term or during the last year of any extended term of this Lease and Tenant does not exercise its right to extend the term (under Article II hereof) then in effect within ten (10) business days after receipt of written notice of termination from the Township pursuant to this Section; or (c) within thirty (30) days after the date of the occurrence or condemnation, if Tenant determines in good faith and notifies the Township that, as a result thereof, the Leased Premises is no longer suitable for the uses and purposes intended under Article IV hereof. Article X Tenant’s Trade Fixtures and Equipment 10.01All trade fixtures, signs, equipment, furniture, or other personal property of whatever kind and nature kept or installed on the Leased Premises by Tenant shall not become the property of the Township or a part of the real estate, no matter how affixed to the Leased Premises and may be removed by Tenant at any time and from time to time during the entire term of this Lease. Upon request of Tenant or its sublessees or assignees, the Township shall execute and deliver any consents or waiver forms submitted by any vendor, lessor or owner of any trade fixtures, signs, equipment, furniture or other personal property of any kind and description kept or installed on the Leased Premises setting forth that the Township waives, in favor of such vendor, lessor or owner, any superior lien, claim, interest or other right therein. The Township shall further acknowledge that property covered by the consent or waiver is personal property and is not to become a part of the real estate no matter how affixed thereto, and that such property may be removed from the Leased Premises by such vendor, lessor or owner at any time upon default in the terms of any financing arrangements, leases or other similar documents, free and clear of any claim or lien of the Township. Article XI Subordination and Non-Disturbance 13 11.01This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to the lien of any and all mortgages, or consolidated mortgage or mortgages, which may now or hereafter affect the Leased Premises, or any part thereof, and to all renewals, modifications, consolidations, replacements, and extensions thereof, subject to the following conditions. Any mortgage placed upon the Leased Premises shall provide that so long as there is not outstanding a continuing event of default by Tenant in any term, condition, covenant, or agreement of this Lease, the leasehold estate of Tenant created hereby and Tenant’s peaceful and quiet possession of the property shall be undisturbed by any foreclosure of the mortgage. Article XII Certificates 12.01Either party shall, without charge, at any time within ten (10) days after the other’s written request, from time to time, certify by written instrument duly executed and acknowledged to any actual or proposed mortgagee or purchaser, or any other person specified in the request, as to the following: (a) whether this Lease has been supplemented or amended, and if so, the substance and manner of such supplement or amendment; (b) the validity and force and effect of this Lease, in accordance with its tenor as then constituted; (c) the existence of any default thereunder; (d) the existence of any offsets, counterclaims, or defenses thereby by the other party; (e) the commencement and expiration dates of the terms of this Lease; and (f) all other matters that may reasonably be so requested. Any such certificate may be relied upon by the party requesting it and any other person to whom it may be exhibited or delivered. The contents of the certificate shall be binding on the party executing it. Article XIII Surrender 13.01Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Leased Premises to the Township in good order and condition, except for ordinary wear and tear, and the results of any damage, destruction, or condemnation covered by other provisions of this Lease. Tenant shall remove from the Leased Premises on or prior to the expiration or earlier termination all of its property situated thereon and shall repair any damage caused by the 14 removal. Any property not so removed after thirty (30) days after expiration or earlier termination of this Lease shall become the property of the Township. Article XIV Events of Default, Remedies 14.01Default. Any of the following occurrences, conditions, or acts shall constitute an Event of Default” under this Lease: (a) If Tenant defaults when making payment when due of any Rent as specified in Article III hereof, and the default continues for ten (10) days after the Township gives written notice to Tenant specifying and demanding that it be cured; or (b) Tenant defaults in the observance or performance of any other provision of this Lease, and the default continues for thirty (30) days after the Township has given written notice to Tenant specifying the default and demanding that it be cured. However, if the default cannot be cured by the payment of money or cannot with due diligence be wholly cured within such thirty (30) day period, Tenant may have any longer period that is necessary to cure the default, so long as Tenant proceeds promptly to cure it within that period, prosecutes the cure to completion with due diligence, and advises the Township from time to time, upon the Township’s request, of the actions that Tenant is taking and the progress being made. 14.02Remedies. If there is any Event of Default under this Lease, the Township may, at its option, in addition to any other remedy or right it has hereunder or by law: a) Maintain the Lease in full force and effect and recover the rent and other monetary charges as they become due without terminating Tenant’s right to possession irrespective of whether Tenant shall have abandoned the Premises. In the event Township elects not to terminate the Lease, Township shall have the right to attempt to re-let the Leased Premises at such rent and upon such conditions and for such a term, and to do all acts necessary to maintain or preserve the Leased Premises as Township deems reasonable and necessary without being deemed to have elected to terminate the Lease, including removal of all persons and property from the Leased Premises. In the event any such re- letting occurs, this Lease shall terminate automatically upon the new Tenant taking possession of the Premises. Notwithstanding that Township fails to elect to terminate the Lease initially, Township at any time during the term of this Lease may elect to terminate this Lease by virtue of such previous default of Tenant. 15 b) Terminate the Lease at any time upon the date specified in a notice to Tenant, in which case Tenant shall immediately surrender possession of the Premises to Township. In such event Township shall be entitled to recover from Tenant all damages incurred by Township by reason of Tenant’s default, including without limitation thereto, the following: (i) the worth at the time of award of any unpaid rent which has been earned at the time of such termination; plus (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that is proved could have been reasonably avoided; plus (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that is proved could be reasonably avoided; plus (iv) any other amount necessary to compensate Township for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of events would be likely to result there from; plus (v) at Township’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable State law. 14.03Recoverable Damages. In addition to any remedies available under subsections 14.02(a) and (b), Township shall be entitled to recover from Tenant, for any Event of Default, an amount equal to all reasonable attorneys’ fees and litigation expense incurred by the Township in connection with obtaining possession of the Leased Premises or enforcing the terms of this Lease. In addition, Tenant shall also pay damages for expenses incurred by the Township in connection with (i) removal and storage of Tenant’s or other sublessee’sproperty; (ii) care, maintenance and repair of the Leased Premises while vacant; (iii) reletting the whole or any part of the Leased Premises; (iv) repairing, altering, renovating, partitioning, remodeling or otherwise putting the Lease Premises into conditions acceptable and reasonably necessary to obtain new lessees; and (v) making all repairs, alterations and improvements required to be made by Tenant hereunder including performing all covenants of Tenant relating to the condition of the Leased Premises. The parties acknowledge and agree, however, that Tenant’s liability for the damages described in (i) through (v) herein, shall not exceed the sum of Seventy-Five Thousand Dollars 75,000.00). 16 14.04Default by Township. Township shall not be in default unless Township fails to perform obligations required of Township within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant to Township specifying wherein Township has failed to perform such obligations, provided, however, that if the nature of Township’s obligation is such that more than thirty (30) days are required for performance, then Township shall not be in default if Township commences performance within said thirty (30) day period and thereafter diligently prosecutes the same to completion. Article XV Notices 15.01All notices required or permitted to be given hereunder shall be in writing and delivered either in person or by certified or registered first class prepaid mail, return receipt requested, at the following addresses or such other addresses as any party may designate in writing delivered to the other party to this Lease: If to the Township: With a copy to: Clay Township Trustee KROGER GARDIS & REGAS 10701 North College Avenue Attention: Brian C. Bosma Suite B 111 Monument Circle, Suite 900 Indianapolis, Indiana 46280-1089 Indianapolis, Indiana 46204-5125 bcb@kgrlaw.com If to Tenant: With a copy to: Carmel Fire Department Office of Corporation Counsel 2 Civic Square City of Carmel, Indiana Carmel, Indiana, 46032 One Civic Square Carmel, Indiana 46032 15.02Any notice given in accordance with this Section shall be deemed to have been duly given or delivered on the date the same is personally delivered to the recipient or received by the recipient as evidenced by the return receipt. Article XVI Limitation Upon Liability 16.01Neither this Lease Agreement, nor any of the acts of the Township or Tenant hereunder, shall be deemed to create a joint venture, partnership or other arrangement by which one party might be deemed to be the agent of or vicariously liable for the acts of the other party, 17 and each party hereby agrees to indemnify and hold harmless the other party from any loss, damage, or liability arising vicariously because of the acts of the first party. Article XVII Miscellaneous Provisions 17.01Severability. If any provision of this Lease or any application thereof shall be invalid or unenforceable, the remainder of this Lease and any other application of such provision shall not be affected thereby. 17.02Binding Effect. The provisions of this Lease shall be binding upon and inure to the benefit of both parties and their respective successors and assigns. 17.03Quiet Enjoyment. If Tenant shall perform all of its covenants, agreements and obligations under this Lease, Tenant shall at all times during the term and any extensions thereof have the peaceable and quiet enjoyment of the Leased Premises without hindrance from the Township or any parties lawfully claiming under the Township. 17.04Access. The Township reserves the right to enter the Leased Premises in any emergency at any time without notice to Tenant. The Township reserves the right to enter the Leased Premises during regular business hours or at any other reasonable time, and to inspect the same, as reasonably deemed necessary by the Township. Tenant hereby waives as against the Township any claim for damage for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Leased Premises and any other loss occasioned thereby. 17.05Headings. The table of contents, articles, and section headings are for convenience and reference only and shall not be used to limit or otherwise affect the meaning of any provision of this Lease. 17.06Counterparts. This Lease may be simultaneously executed in two (2) or more counterparts, each of which shall be deemed a fully enforceable original but all of which together shall constitute one in the same instrument. 17.07Governing Law. This Lease shall be construed in accordance with and governed by the laws of the State of Indiana. 18 17.08Modification and Amendments. No changes, additions, amendments or interlineations made to this Lease shall be binding unless made in a written document that is executed by the Township and Tenant. 17.09Construction. All terms used in this Lease, regardless of the number or gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and by other gender, masculine, feminine or neuter, as the context or sense of this Lease or any section, subsection, or clause herein may require as if such terms had been fully and properly written in such number or gender. 17.10Non-Waiver. No delay or failure by either party to exercise any right under this Lease, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 17.11 Entire Agreement. This Lease supersedes all agreements previously made between the parties relating to its subject matter. There are no other understandings or agreements between them. signature page follows\] 19 IN WITNESS WHEREOF, the Township and Tenant have hereunto set their hands, by authorized signatures, in multiple originals, on the dates set forth below, with the Effective Date of this Lease being January 1, 2021. CITY OF CARMEL, INDIANA CLAY TOWNSHIP OF HAMILTON by and through its Board of Public COUNTY, INDIANA Works and Safety BY: BY: James Brainard, Presiding Officer Doug Callahan, Trustee Date: Date: _______________________________ Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: This Instrument prepared by: Brian C. Bosma, Kroger Gardis & Regas, LLP, 111 Monument Circle, Suite 900, Indianapolis, IN 46204-5125. 20 EXHIBIT “A” Legal Description of Government Center Lots 159, 160, 161, 162, 163, 164, 165, 166 and 167 in Section 1, Township 17 North, Range 4 East in Hamilton County, Indiana. 21 EXHIBIT “B” Depiction of Leased Premises 1 EXHIBIT “C” Sample Allocation of Management Expenses 2 CzKpoPcfsmboefsbu21;45qn-Nbs3:-3132 thKeystone & 96 Remnant Parcels RESOLUTION NO. BPW 04-07-21-07 ARESOLUTION OF THE BOARD OF PUBLIC WORKS AND SAFETY OF THECITY OF CARMEL, INDIANA, REGARDING THE THIRD PARTY TRANSFER OF REAL PROPERTY WHEREAS, the City ofCarmel, Indiana (hereinafter, the “City”) acquired certain property located thneartheintersectionofKeystoneParkwayand96 Street (the “Property”) for the purpose ofbuilding a throundaboutattheintersectionofKeystoneParkwayand96 Street; and WHEREAS, only aportion ofthe Property isnecessary for theright-of-way for the Keystone thParkwayand96 Street roundabout (the “Right-of-Way Area”); and WHEREAS, the Property excluding the Right-of-Way Area (the “Remainder Parcels”) consists of four parcels ofreal property and are not needed for any other public purpose; and WHEREAS, the legal descriptions ofRemainder Parcels A, B, CandD are set forth onExhibit A attached hereto; and NOW, THEREFORE, BEITRESOLVED, that the City ofCarmel, Board ofPublic Works and Safety BPW”) hereby makes the following findings: 1. The foregoing Recitals are incorporated herein bythis reference. 2. Upon approval ofthe sale ofRemainder Parcels A, B and CbytheCommon Council ofthe Cityof Carmel, Indiana, those Remainder Parcels shall besold pursuant toI.C. 36-1-11-4. 3. The purchase price for Parcel Aofthe Remainder Parcels shall not beless than One Hundred Fifteen Thousand Dollars ($115,000.00) adjusted byreasonable and customary closing costs and other expenses incurred bythe City asresult ofsuch sale. 4. The purchase price for Parcel Bofthe Remainder Parcels shall not beless than One Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00) adjusted by reasonable and customary closing costs and other expenses incurred bythe City asresult of such sale. 5. The purchase price for Parcel Cofthe Remainder Parcels shall not beless than Eight Hundred Fifty Thousand Dollars ($850,000.00) adjusted byreasonable and customary closing costs and other expenses incurred bythe City asresult ofsuch sale. 6. Parcel Dshall besold pursuant toI.C. 36-1-11-5. The appraised value of Parcel AisOne Thousand Dollars ($1,000.00). 7. Pursuant toI.C. 36-1-11-5(d), the Board hereby determines the following: a. The highest and best use ofParcel Dissale toanabutting landowner. b. The costtothe public ofmaintaining Parcel Dequals orexceeds theestimated fair market value ofthe tract. Resolution of The Board of Public Works and Safety c. Itiseconomically unjustifiable tosell Parcel Dunder I.C. 36-1-11-4. 8. The offering price for Parcel Dshall beOne Thousand Dollars ($1,000.00) plus thecosts associated with the sale, including appraisal fees, title insurance, recording fees andadvertising costs. 9. The BPW hereby designates James R. Crider, Director oftheDepartment ofAdministration for the Cityof Carmel, Indiana, asitsagent for purposes ofcompleting the disposition ofthe Remainder Parcels. James R. Crider ishereby authorized toexecute alldocuments required inconnection with the disposition ofthe Remainder Parcels pursuant tothis Resolution and totake allother lawful actions necessary tocomplete the acquisition, offering and disposition oftheRemainder Parcels ascontemplated herein. PASSED bythe Board ofPublic Works and Safety ofthe City ofCarmel, Indiana, this _____ day of 2021, byavote of ________ayes and _________ nays. CITY OFCARMEL, INDIANA Byand through itsBoard ofPublic Works and Safety By: _______________________ James Brainard, Presiding Officer Date: _______________ Mary Ann Burke, Member Date: _______________ Lori Watson, Member Date: _______________ ATTEST: Sue Wolfgang, Clerk Date: _______________ STATE OFINDIANA ) SS: COUNTY OFHAMILTON ) Before me, aNotary Public inand for said County and State, personally appeared Mayor James Brainard, Mary Ann Burke, Lori Watson, by me known tobethe Members of the City ofCarmel Board of Public Works and Safety, and Sue Wolfgang, Clerk of the City ofCarmel, whoacknowledged theexecution ofthe foregoing “Resolution” onbehalf ofthe City ofCarmel, Indiana. Resolution of The Board of Public Works and Safety Witness my hand and Notarial Seal this _____ day of ________, 2021. Notary Public Signature Commission Expires: ________________ ___________________________ Notary Public - Printed County ofResidence: ________________ Resolution of The Board of Public Works and Safety EXHIBIT A LEGAL DESCRIPTION The legal description of Parcel A, which is generally located on the southwest corner of the thintersectionof96 Street and Haverstick Road, is: PART OF LOT 32 IN WOODLAND HEIGHTS, THE PLAT OF WHICH IS RECORDED IN PLAT BOOK 29, PAGE 123 IN THE OFFICE OF THE RECORDER OF HAMILTON COUNTY, INDIANA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 32; THENCE NORTH 00 DEGREES 18 MINUTES 52 SECONDS EAST ALONG THE WEST LINE OF SAID LOT 32 A DISTANCE OF 106.87 FEET; THENCE NORTH 89 DEGREES 47 MINUTES 09 SECONDS EAST A DISTANCE OF 130.78 FEET; THENCE SOUTH 47 DEGREES 26 MINUTES 14 SECONDS EAST A DISTANCE OF 128.29 FEET; THENCE SOUTH 21 DEGREES 25 MINUTES 00 SECONDS EAST A DISTANCE OF 21.83 FEET TO THE SOUTH LINE OF SAID LOT 32; THENCE SOUTH 89 DEGREES 56 MINUTES 15 SECONDS WEST ALONG SAID SOUTH LINE A DISTANCE OF 233.83 FEET TO THE PLACE OF BEGINNING. CONTAINING 20,136 SQUARE FEET, MORE OR LESS. The legal description of Parcel B, which is generally located on the southeast corner of the thintersectionof96 Street and Haver Way, is: PART OF THE NORTHEAST QUARTER OF SECTION 18, TOWNSHIP 17 NORTH, RANGE 4EAST, WASHINGTON TOWNSHIP, MARION COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID NORTHEAST QUARTER; THENCE SOUTH 89 DEGREES 37 MINUTES 07 SECONDS EAST ALONG THE NORTH LINE OF SAID NORTHEAST QUARTER ADISTANCE OF 1072.91 FEET; THENCE SOUTH 00 DEGREES 23 MINUTES 04 SECONDS WEST A DISTANCE OF 275.75 FEET TO THE BEGINNING OF ANON-TANGENT CURVE AND THE PLACE OF BEGINNING; THENCE NORTHWESTERLY 119.81 FEET ALONG AN ARC TO THE LEFT HAVING A RADIUS OF 230.00 FEET AND SUBTENDED BY ALONG CHORD HAVING ABEARING OF NORTH 35 DEGREES 30 MINUTES 43 SECONDS WEST AND A LENGTH OF 118.46 FEET TO THE BEGINNING OF A REVERSE CURVE; THENCE CONTINUING NORTHWESTERLY 115.33 FEET ALONG AN ARC TO THE RIGHT HAVING A RADIUS OF 170.00 AND SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 30 DEGREES 59 MINUTES 57 SECONDS WEST AND A LENGTH OF 113.13 FEET; THENCE NORTH 30 DEGREES 06 MINUTES 44 SECONDS EAST A DISTANCE OF 32.60 FEET; THENCE SOUTH 89 DEGREES 42 MINUTES 40 SECONDS EAST A DISTANCE OF 44.00 FEET; THENCE SOUTH 89 DEGREES 37 MINUTES 15 SECONDS EAST A DISTANCE OF 56.19 FEET; THENCE SOUTH 69 DEGREES 00 MINUTES 29 SECONDS EAST A DISTANCE OF 127.82 FEET; THENCE SOUTH 25 DEGREES 25 MINUTES 55 SECONDS EAST A DISTANCE OF 174.22 FEET; THENCE SOUTH 04 DEGREES 20 MINUTES 29 SECONDS EAST A DISTANCE OF 188.92 FEET; THENCE NORTH 89 DEGREES 37 MINUTES 07 SECONDS WEST A DISTANCE OF 199.06 FEET; THENCE NORTH 00 DEGREES 23 MINUTES 04 SECONDS EAST A DISTANCE OF 169.18 FEET TO THE PLACE OF BEGINNING. CONTAINING 1.777 ACRES, MORE OR LESS. Resolution of The Board of Public Works and Safety The legal description of Parcel C, which is generally located on the southeast corner of the thintersectionof96 Street and Keystone Parkway, is: PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 18, TOWNSHIP 17 NORTH, RANGE 4 EAST, WASHINGTON TOWNSHIP, MARION COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID QUARTER SECTION; THENCE SOUTH 89 DEGREES 37 MINUTES 19 SECONDS EAST ALONG THE NORTH LINE OF SAID QUARTER A DISTANCE OF 237.14 FEET; THENCE SOUTH 00 DEGREES 22 MINUTES 41 SECONDS WEST A DISTANCE OF 40.00 FEET; THENCE SOUTH 89 DEGREES 37 MINUTES 19 SECONDS EAST A DISTANCE OF 249.99 FEET; THENCE SOUTH 00 DEGREES 14 MINUTES 41 SECONDS WEST ADISTANCE OF 14.88 FEET TO THE PLACE OF BEGINNING; THENCE CONTINUING SOUTH 00 DEGREES 14 MINUTES 41 SECONDS WEST A DISTANCE OF 205.11 FEET; THENCE NORTH 89 DEGREES 37 MINUTES 19 SECONDS WEST A DISTANCE OF 250.00 FEET; THENCE NORTH 06 DEGREES 59 MINUTES 21 SECONDS EAST A DISTANCE OF 84.75 FEET; THENCE NORTH 37 DEGREES 13 MINUTES 26 SECONDS EAST A DISTANCE OF 107.37 FEET; THENCE NORTH 71 DEGREES 56 MINUTES 39 SECONDS EAST A DISTANCE OF 110.68 FEET; THENCE SOUTH 89 DEGREES 37 MINUTES 15 SECONDS EAST ADISTANCE OF 70.38 FEET TO THE PLACE OF BEGINNING. CONTAINING 0.982 ACRES, MORE OR LESS The legal description of Parcel D, which is a small remnant parcel generally located south thofHaverWayneartheintersectionof96 Street and Haver Way, is: PART OF THE NORTHEAST QUARTER OF SECTION 18, TOWNSHIP 17 NORTH, RANGE 4EAST, WASHINGTON TOWNSHIP, MARION COUNTY, INDIANA, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID NORTHEAST QUARTER; THENCE SOUTH 89 DEGREES 37 MINUTES 07 SECONDS EAST ALONG THE NORTH LINE OF SAID NORTHEAST QUARTER A DISTANCE OF 885.66 FEET; THENCE SOUTH 00 DEGREES 22 MINUTES 58 SECONDS WEST A DISTANCE OF 94.74 FEET TO THE BEGINNING OF ANON-TANGENT CURVE AND THE PLACE OF BEGINNING; THENCE SOUTHEASTERLY 127.20 FEET ALONG AN ARC TO THE LEFT HAVING A RADIUS OF 230.00 FEET AND SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 27 DEGREES 10 MINUTES 56 SECONDS EAST AND ALENGTH OF 125.59 FEET; THENCE NORTH 89 DEGREES 33 MINUTES 02 SECONDS WEST ADISTANCE OF 58.12 FEET; THENCE NORTH 00 DEGREES 22 MINUTES 58 SECONDS EAST A DISTANCE OF 111.26 FEET TO THE PLACE OF BEGINNING. CONTAINING 0.057 ACRES, MORE OR LESS.