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Home My WebLink AboutHoyt Wessel Photography, LLC/Common Council/$1,300.00/2021 Employee PicnicCzKpoPcfsmboefsbu2;28qn-Kvm12-3132 DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E Hoyt-Wessel Photography, LLC d/b/a TapSnap Ventures, Inc. Common Council - 2021 Appropriation # 1401 43-551.05; P.O. #105323 Contract Not To Exceed $1,300.00 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. Reserved. 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. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\562V7G6G\\Hoyt-Wessel Photography LLC dba TapSnap Ventures Inc. Goods and Services Revised.doc:7/20/2021 9:27 AM\] 2 DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E Hoyt-Wessel Photography, LLC d/b/a TapSnap Ventures, Inc. Common Council - 2021 Appropriation # 1401 43-551.05; P.O. #105323 Contract Not To Exceed $1,300.00 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 C, 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 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. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\562V7G6G\\Hoyt-Wessel Photography LLC dba TapSnap Ventures Inc. Goods and Services Revised.doc:7/20/2021 9:27 AM\] 3 DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E Hoyt-Wessel Photography, LLC d/b/a TapSnap Ventures, Inc. Common Council - 2021 Appropriation # 1401 43-551.05; P.O. #105323 Contract Not To Exceed $1,300.00 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 Common Council Department of Law One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 If to Vendor: Hoyt-Wessel Photography, LLC d/b/a TapSnap Ventures, Inc. 7684 Pacific Summit Noblesville, Indiana 46062 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. 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. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\562V7G6G\\Hoyt-Wessel Photography LLC dba TapSnap Ventures Inc. Goods and Services Revised.doc:7/20/2021 9:27 AM\] 4 DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E Hoyt-Wessel Photography, LLC d/b/a TapSnap Ventures, Inc. Common Council - 2021 Appropriation # 1401 43-551.05; P.O. #105323 Contract Not To Exceed $1,300.00 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. 27. IRAN CERTIFICATION Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 28. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\562V7G6G\\Hoyt-Wessel Photography LLC dba TapSnap Ventures Inc. Goods and Services Revised.doc:7/20/2021 9:27 AM\] 5 DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E Hoyt -Wessel Photography, LLC Common Council - 2021 Appropriation # 1401 43-551.05; P.O. #105323 Contract Not To Exceed $1,300.00 27. IRAN CERTIFICATION Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 28. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 29. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: 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: Hoyt -Wessel Photography, LLC By: AMO M4 Authorized Signature Anne Wessel Printed Name Owner/Operator Title FID(TIN: 47-5073995 Last Four of SSN if Sole Proprietor: n/a Date: 6/30/2021 S:,CoauctsW f,Svcs& Cmads SvoC0 ,1Woy.Wc dPhmog pky LLCG wE 4rvi dm: On0111:38 PMI DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E 7/21/2021 7/21/2021 7/21/2021 7/21/2021 Ipzu.Xfttfm!Qipuphsbqiz!MMD 702103132 Djuz!pg!Dbsnfm!Boovbm!Fnqmpzff!Qjdojd!d0p!Mjoeb!Usbwjtpo! Client: ClientAddress: ClientTelephone:428.682.35:1!!dfmm; musbwjtpoAdbsnfm/jo/hpw 4 3 5 Ljptl!xjui!hsffo!tdsffo!tfu!vq 5 Qipup!jqbe!tibsjoh!tubujpo 5!Csboefe!qipupt!xjui!zpvs!mphp)t*0ubhmjof Vomjnjufe!5y7!jotubou!qsjout-!ejhjubm!gjmf!pg!bmm!qipupt5 Qiztjdbm0ejhjubm!qspqt5 Npopo!Dfoufs!Xbufsqbsl!jo!Dbsnfm-!Joejbob Boof!Xfttfm!qmvt!pof tbnf!ebuf8qn21qnGsj/!Bvh/!38-!3132 FYIJCJU B)2pg4* DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E 2-411/11 1 buujnfpgtfswjdf/ PaymentDetails: 2-411/11 o0b 4/6Gff!jg!qbzjoh!xjui!dsfeju!dbse 2-411/11 1 2-411/11 ps!bu!ujnf!pg!tfswjdf Difdl!qsfgfssfe!up!bwpje!4/6&!gff Ipzu.Xfttfm!Qipuphsbqiz!Nbjm!up;!7953!Dbsejobm!Es/-!NdDpsetwjmmf-!JO!!57166 pofipvs3ipvst FYIJCJU B)3pg4* DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E EfejdbufenjgjqspwjefeczUbqTobqbuopdibshf/ Qmfbtfqspwjef; 2/Mphp)t*0ubhmjofupboofxAubqtobq/ofu 3/Qmfbtfqspwjefb7gu/ubcmfgpsqspqtboedpdlubjmubcmfgpshvftuesjolt/ QmfbtfmfbwfdpnnfoutifsfgpsUbqTobq QmfbtftjhoboefnbjmupboofxAubqtobq/ofu Boof!Xfttfm 702103132 d;!!428/552/3827 boofxAubqtobq/ofu Ipzu.Xfttfm!Qipuphsbqiz UbqTobq!2295 FYIJCJU B)4pg4* DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E 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 DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E 6/15/2021 TAPSNAP 1181 NOBLESVILLE, IN 46062 - 105323 7684 PACIFIC SUMMIT City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION Common Council 1 Civic Square Carmel, IN 46032- 372699 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 57096 1401Department:101Fund:General Fund 43-551.05Account: EMPLOYEEPICNIC1 $1,300.00 $1,300.00Each 1,300.00SubTotal 1,300.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABE AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 194 PAYMENT A/P 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 AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 105323 ORDERED BY TITLE CONTROLLER Common Council 1 Civic Square Carmel, IN 46032- DocuSign Envelope ID: 099C920D-C171-4F1F-8C4F-A84B7DC71A85 Sue Finkam Common Council President DocuSign Envelope ID: 468012D0-1851-4FC4-9DFB-29985066822E