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HomeMy WebLinkAboutPaperless Packet for BPW 10.6.21Board of Public Works and Safety Meeting Agenda Wednesday, October 6th, 2021 – 10:00 a.m. Council Chambers City Hall, One Civic Square MEETING CALLED TO ORDER 1.MINUTES a.Minutes from the September 15, 2021, Regular Meeting 2.PERFORMANCE RELEASE/REDUCTION APPROVAL REQUESTS a.Resolution BPW 10-06-21-02; Miller Auto Care; Right of Way; 969 N Range Line, LLC b.Resolution BPW 10-06-21-03; Sunrise on the Monon; Streets, Storm Sewer – Various Phases; Sunrise Residential c.Resolution BPW 10-06-21-04; Ed Martin Buick; Erosion Control; Oles Engineering d.Resolution BPW 10-06-21-05; 111 Congressional Parking Lot; Erosion Control; Lauth Construction e.Resolution BPW 10-06-21-06; Lake City Bank; Erosion Control; Lauth Construction 3.CONTRACTS a.Resolution BPW 10-06-21-01; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between City and Vendor; CrossRoad Engineers, P.C.; Appropriation of Multipurpose Bond; James Crider, Director of Administration b.Request for Purchase of Goods and Services; White Construction (-$485,635.54); 16- ENG-22 & 16-ENG-32 - Monon Boulevard – Phase 1; CO #2; Jeremy Kashman, City Engineer c.Request for Purchase of Goods and Services; American Structurepoint; (-$314,860.75); 16-ENG-05 - 96th Street and Keystone Parkway; CO #18; Jeremy Kashman, City Engineer d.Request for Purchase of Goods and Services; Calumet Civil Contractors; (-$377.16); 18-23 - Auman Neighborhood Drainage; CO #3; Jeremy Kashman, City Engineer e.Request for Purchase of Goods and Services; CHA Consulting, Inc.; ($933,800.00); 20- ENG-04 – College Avenue; Jeremy Kashman, City Engineer f.Request for Purchase of Goods and Services; Weihe Engineers, Inc.; ($111,900.00); 16- ENG-05 - 106th Street and Westfield Blvd RAB; Jeremy Kashman, City Engineer g.Request for Purchase of Goods and Services; Toshiba Financial Services; ($1,400.00); Printer Lease and Maintenance Agreement; Jeremy Kashman, City Engineer h.Request for Purchase of Goods and Services; TargetSolutions Learning, LLC; ($24,748.84); Vector Check-It; Chief David Haboush, Carmel Fire Department i.Request for Purchase of Goods and Services; PKS Construction, Inc.; ($27,300.00); Mailroom and HR; James Crider, Director of Administration j.Request for Purchase of Goods and Services; CrossRoad Engineers, P.C.; ($1,200,000.00); 20-ENG-08 – Carmel 2020 Road Bond Program Management; Additional Services Amendment; Jeremy Kashman, City Engineer k.Request for Purchase of Goods and Services; CrossRoad Engineers, P.C.; ($278,700.00); 19-ENG-06 – 6th Street and Range Line Road RAB Inspection; Additional Services Amendment; Jeremy Kashman, City Engineer l.Request for Purchase of Goods and Services; Windstream Communications, LLC; ($1,342.97 / per month); Internet Service Agreement; Timothy Renick, Director of Information and Communication Systems m.Request for Purchase of Goods and Services; Pro Air Midwest, LLC; ($2,920.00); Air Samples, Filters and Maintenance; Chief David Haboush, Carmel Fire Department n.Request for Purchase of Goods and Services; American Structurepoint, Inc.; ($8,620.00); 126th Street Over Keystone Ave – Bridge Repair; Additional Services Amendment; Jeremy Kashman, City Engineer 4.REQUEST TO USE CITY STREETS/PROPERTY a.Request to Acknowledge Mayor’s Approval to Use Midtown Plaza;Bike Carmel Community Event – Amended Request; September 25th, 2021; 6:00 AM – 5:00 PM; Matt Tanner, Bike Carmel b.Request to Acknowledge Mayor’s Approval to Use PNC Parking Lot;Carmel International Arts Festival - Addendum; September 25th, 2021 - September 26th, 2021; 7:00 AM – 7:00 PM; Rachel Ferry, Carmel International Arts Festival c.Request to Acknowledge Mayor’s Approval to Use Midtown Plaza;Colts Watch Party; October 3rd, 2021; 7:00 AM – 6:00 PM; Chelsea Durham, Indianapolis Colts d.Request to Acknowledge Mayor’s Approval to Use PNC Parking Lot;CHS Say it With Spirit, Spiritwear Sales Event; September 24th, 2021; 11:00 AM – 2:00 PM; Kimberli Boston, Say it With Spirit e.Request to Use / Close City Streets; Clay Terrace Annual Boo ‘N Brew Fall Festival; October 23rd, 2021; 6:00 AM – 10:00 PM; Christine Foulke, Washington Prime Group f.Request to Use / Close City Streets / Palladium; Building Limestone Cleaning; October 11th, 2021 – October 15th, 2021; 8:00 AM – 5:00 PM; Ed Penman, Center for the Performing Arts g.Request to Use Council Chambers; Hoosier Daylily Society Meeting; November 18th, 2021; January 27th, 2022; February 24th, 2022; March 24th , 2022; April 28th, 2022; 7:00 PM – 9:00 PM; Bret S. Clement, Hoosier Daylily Society h.Request to Use Civic Square Gazebo; Perfect Harmony Music Program; October 17th, 2021; 12:00 PM – 4:30 PM; Renee La Schiazza, Great American Songbook Foundation i.Request to Use / Close City Streets / Carter Green / Midtown Plaza; Carmel Holiday Trolleys; Every Friday and Saturday November 26th, 2021 – December 18th, 2021; 9:00 AM – 11:00 PM; Meg Gates Osborne, City of Carmel j.Request to Use Caucus Room; Preparation of Goodie Bags for Carmel Holiday Events; November 17th, 2021; 9:00 AM – 4:00 PM; Meg Gates Osborne, City of Carmel k.Request to Use Midtown Plaza; Physique 57 Outdoor Community Fitness Class; October 1st, 8th, 15th, and 22nd, 2021; 11:00 AM – 2:00 PM; Leslie Lupton, Physique 57 l.Request to Use Indiana Design Center; Santa Saturdays, Santa House; December 11th, 2021 and December 18th, 2021; 9:00 AM – 5:00 PM; Meg Gates Osborne, City of Carmel m.Request to Use Indiana Design Center Parking Lot; Santa’s Arrival - Carmel Arts and Design District; December 4th, 2021; 6:00 AM – 5:00 PM; Meg Gates Osborne, City of Carmel n.Request to Use Civic Square Gazebo; Summer Concert Series – Reschedule; October 6th, 2021; 3:00 PM – 10:00 PM; Mark Stults, Carmel Fountain Square Committee o.Request to Use Carter Green; Holiday at Carter Green Tree Lighting; November 20th, 2021; 1:00 PM – 8:00 PM; Meg Gates Osborne, City of Carmel 5.OTHER a.Request for Consent to Encroach; 2623 Rix Ct; Timothy and Rebecca Neff, Property Owner b.Request for Consent to Encroach; 1513 Marin Ave; Alison and Abigail Robinson, Property Owners c.Request for Consent to Encroach; 350 Monon Blvd; Midtown West Residential Partners, LLC, Property Owners d.Request for Consent to Encroach; 350 Monon Blvd (2); Midtown West Residential Partners, LLC, Property Owners e.Request for Transmission Relocation Agreement;Phase II – North; Jeremy Kashman, City Engineer f.Request for Amendment to the City of Carmel Employee Health Benefit Plan; Barbara Lamb, Director of Human Resources g.Request for Waiver of BPW Resolution No. 04-28-17-01; 9862 Lakeshore Drive East; Matt Bates, Verizon h.Request for Waiver of BPW Resolution No. 04-28-17-01 / Lane Restrictions; 4709 W. 96th St; AT&T i.Request for Waiver of BPW Resolution No. 04-28-17-01 / Lane Restrictions; Various Locations; Duke j.Request for Waiver of BPW Resolution No. 04-28-17-01 / Lane Restrictions; 1st Street NE & 2nd Street NE; Duke k.Request for Waiver of BPW Resolution No. 04-28-17-01 / Lane Restrictions; 11010 Hazel Dell Parkway; IPL l.Request for Waiver of BPW Resolution No. 04-28-17-01 / Lane Restrictions; 106th & Crooked Stick Lane; Scott Evans, Telecom m.Request for Lane Restrictions / Sidewalk Closure / Open Pavement Cut; Lot 1 Redevelopment; Gino Martino n.Request for Stormwater Technical Standards Waiver; Albany Village – 7299 East 146th St.; Chad James, HWC Engineering o.Request for Grant of Perpetual Storm Water Quality Management Easement;The Signature; The Signature at Carmel, LLC 6.ADJOURNMENT Board of Public Works and Safety Meeting 1 Minutes 2 Wednesday, September 15th, 2021 – 10:00 a.m. 3 Council Chambers City Hall, One Civic Square 4 5 MEETING CALLED TO ORDER 6 7 Board Member Mary Ann Burke called the meeting to order at 10:02 AM 8 9 MEMBERS PRESENT 10 11 Board Members Lori Watson and Mary Ann Burke, and Deputy Clerk Jennifer Stites were present. 12 13 MINUTES 14 15 Minutes from the September 1st, 2021, Regular Meeting. Board Member Burke moved to approve the minutes. 16 Board member Watson Seconded. Minutes were approved 2-0. 17 18 BID/QUOTE OPENINGS AND AWARDS 19 20 Bid Opening for Construction of the Carmel Data Center; Lori Watson opened the bids and Mary Ann Burke 21 read them aloud: 22 23 Contractor Scope Bid 24 Biancofiori Masonry, Inc. Masonry $236,000.00 25 DK &L Masonry Masonry $273,000.00 26 C.E. Reeve Roofing Roofing $52,737.00 27 A&S General Construction Painting $8,000.00 28 C-Cat, Inc. Technology / Teledata $193,820.00 29 Huston Electric Technology / Teledata $447,900.00 30 ERMCO, Inc. Technology / Teledata $198,421.00 31 Clawson Communications, Inc. Technology / Teledata $173,700.00 32 Huston Electric Electric $215,600.00 33 Fredericks, Inc. Electric $191,474.00 34 IFRA IES Electric $89,971.00 35 Strescore, Inc. Precast $45,300.00 36 Fredericks, Inc. General Contractor $2,059,540.00 37 White Construction, LLC Earthwork and Utilities $279,000.00 38 39 Bid Award for 146th Street Water Main Extension Project; John Duffy, Director of the Department of Utilities, 40 recommended awarding the bid to Lykins as they were the lowest and most responsive bidder. Board Member 41 Burke moved to award the bid to Lykins in the amount of $943,757.00. Board Member Watson seconded. 42 Request approved 2-0. 43 44 CONTRACTS 45 46 Resolution BPW 09-15-21-03; A Resolution of the City of Carmel Board of Public Works and Safety 47 Acknowledging Agreement Between City and Vendor; CrossRoad Engineers, P.C.; ($28,000.00); Carmel Police 48 Station – Fiber Optic Project; Additional Services Amendment; Board Member Burke moved to approve. Board 49 Member Watson seconded. Request approved 2-0. 50 51 Resolution BPW 09-15-21-04; A Resolution of the City of Carmel Board of Public Works and Safety 52 Acknowledging Agreement Between City and Vendor; Enterprise CrossRoad Engineers, P.C.; ($129,500.00); 53 Data Center; Additional Services Amendment; Board Member Burke moved to approve. Board Member Watson 54 seconded. Request approved 2-0. 55 56 Request for Purchase of Goods and Services; Mainscape, Inc.; ($60,500.00); Janitorial Services; Additional 57 Services Amendment; Board Member Burke moved to approve. Board Member Watson seconded. Request 58 approved 2-0. 59 60 Request for Purchase of Goods and Services; Morphey Construction; ($34,773.70); 16-ENG-70 Range Line Road 61 Streetscape / Proscenium Streetscape; CO#4; Board Member Burke moved to approve. Board Member Watson 62 seconded. Request approved 2-0. 63 64 Request for Purchase of Goods and Services; Sonostar Group, LLC; ($20,230.77); Igloos and Replacement 65 Covers; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 66 67 Request for Purchase of Goods and Services; TSW Utility Solutions; ($3,385.00); Smokey Row Road Utility 68 Extension; CO #2; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 69 2-0. 70 71 Request for Purchase of Goods and Services; TSW Utility Solutions; ($1,782.78); Smokey Row Road Utility 72 Extension; CO #3; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 73 2-0. 74 75 Request for Service Agreement; MedVet Associates, LLC; Emergency and Specialty Veterinary Care Services for 76 CFD Transported Animals; Board Member Burke moved to approve. Board Member Watson seconded. Request 77 approved 2-0. 78 79 Request for Parking Agreement; 30 W. Main Street; Board Member Burke moved to approve. Board Member 80 Watson seconded. Request approved 2-0. 81 82 REQUEST TO USE CITY STREETS/PROPERTY 83 84 Request to Use City Streets/Rolling Closure; Village of WestClay Owners Association Neighborhood Fall 85 Festival; October 3rd, 2021; 10:00 AM – 5:00 PM; Board Member Burke moved to approve. Board Member 86 Watson seconded. Request approved 2-0. 87 88 Request to Use City Streets/Lane Restrictions; Roundabout Week Celebration; September 23rd, 2021; 4:00 PM 89 – 10:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 90 91 Request to Use/Close City Streets; Late Night on Main; Amended Request; October 2nd - October 3rd, 2021; 92 2:00 PM – 1:00 AM; Board Member Burke moved to approve. Board Member Watson seconded. Request 93 approved 2-0. 94 95 Request to Use/Close City Streets; Late Night on Main; Amended Request; September 17th - September 18th, 96 2021; 2:00 PM – 1:00 AM; Board Member Burke moved to approve. Board Member Watson seconded. Request 97 approved 2-0. 98 99 Request to Use Midtown Plaza; International Movies at Midtown; Notice of CMYC Sponsorship; September 20th, 100 2021; 5:00 PM – 9:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 101 approved 2-0. 102 103 Request to Use/Close City Streets; Lakewood Gardens Annual BBQ Party; September 25th, 2021; 3:00 PM – 104 9:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 105 106 OTHER 107 108 Request for Consent to Encroach; 10375 Windemere Blvd; Board Member Burke moved to approve. Board 109 Member Watson seconded. Request approved 2-0. 110 111 Resolution BPW 09-15-21-01; A Resolution of the Board of Public Works and Safety of the City of Carmel, 112 Indiana, Approving the City of Carmel Fire Department’s Automatic and Mutual Aid Boundaries Map; Board 113 Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 114 115 Resolution BPW 09-15-21-02; A Resolution Setting 2022 City and Participant Contribution Rates for the City of 116 Carmel Employee Health Benefit Plan; Board Member Burke moved to approve. Board Member Watson 117 seconded. Request approved 2-0. 118 119 Resolution BPW 09-15-21-05; A Resolution of the City of Carmel, Indiana Board of Public Works and Safety 120 Regarding the Release of Ingress and Egress Easement; Board Member Burke moved to approve. Board Member 121 Watson seconded. Request approved 2-0. 122 123 Request for Release of Ingress and Egress Easement; Property as Referenced in Resolution BPW 09-15-21-05; 124 Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 125 126 Request for Waiver of BPW Resolution No. 04-28-17-01; NW Corner of Range Line and Smoky Row, Utility Pole 127 Relocation; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 128 129 Request for Waiver of BPW Resolution No. 04-28-17-01/Lane Restrictions; Various Locations, Install Fiber Optic 130 Cables; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 131 132 Request for Construction Entrance; 5201 E. Main St.; Board Member Burke moved to approve. Board Member 133 Watson seconded. Request approved 2-0. 134 135 Request for Open Pavement Cut/Lane Restrictions/Street Closure; Veterans Way between Monon Green Blvd and 136 Gradle Dr – Relocation of Electrical Utilities; Board Member Burke moved to approve. Board Member Watson 137 seconded. Request approved 2-0. 138 139 Request for Storm Water Technical Standards Waiver; 7299 E 146th St; Trent Baxter, Versatile Construction 140 Request for Dedication and Deed of Public Rights-of-Way; Veteran’s Way; Board Member Burke moved to 141 approve. Board Member Watson seconded. Request approved 2-0. 142 143 Request for Dedication of Public Right-of-Way; Redd Road and Weston Pointe Drive; Board Member Burke 144 moved to approve. Board Member Watson seconded. Request approved 2-0. 145 146 Request for Dedication of Public Right-of-Way; Terrace at Mohawk Crossing; Board Member Burke moved to 147 approve. Board Member Watson seconded. Request approved 2-0. 148 149 Request for Secondary Plat; Troy Estates; Board Member Burke moved to approve. Board Member Watson 150 seconded. Request approved 2-0. 151 152 ADD-ONS 153 154 Request for Purchase of Goods and Services; Forever Redwood; ($52,000.00); Pavilion at Carter Green; Board 155 Member Burke moved to add one add-on item onto the agenda. Board Member Watson seconded. Add-ons approved 156 2-0; Board Member Burke moved to approve request. Board Member Watson seconded. Request approved 2-0. 157 158 ADJOURNMENT 159 160 Board Member Burke adjourned the meeting at 10:14 a.m. 161 162 163 APPROVED: ____________________________________ 164 Sue Wolfgang – City Clerk 165 166 _____________________________________ 167 Mayor James Brainard 168 ATTEST: 169 170 __________________________________ 171 Sue Wolfgang – City Clerk 172 RESOLUTION NO. BPW 10-06-21-01 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 CrossRoad Engineers, PC.docx9/15/20211:31PM CzTfshfzHsfdivlijobu23;19qn-Tfq25-3132 CzTfshfzHsfdivlijobu23;16qn-Tfq25-3132 CzTfshfzHsfdivlijobu23;19qn-Tfq25-3132 TO: Calumet Civil Contractors 4898 Fieldstone Dr. Whitestown, IN 46075 CITY OF CARMEL CONTRACT CHANGE ORDER NO.: 03 DATE: 9/08/2021 PROJECT NAME: Auman Neighborhood Drainage CITY REQ. NO.: CITY PO NO.: 104332 CITY PO DATE: You are directed to make the following changes in this Contract: Credit Item #9, #109, #209: 6" concrete curb and gutter with subdrain at a credit price of $0.42 per lineal foot installed Credit Item #11, #111, # 211: Subsurface Drain in Swales $0.42 per lineal foot installed Credit for Downsized BMP 2 Structure from 10' to 8' Sanitary Lateral Adjustments (Time and Material) Additional Costs (Time and Material) for labor saw -cutting into structures 152, 154 Additional 2'x2' catch basin at Str 147 plan location SCHEDULED ADJUSTMENT OR ITEM AMOUNT DAYS 99902 WDC 01 Single wall underdrain $-0.42 per Ift 99904 WDC 02 BMP 2 downsize credit 99903 WDC 04 Sanitary Lateral adjustments 99907 WDC 05 Saw cutting for structures 152 and 154 Item # 115 WDC 03 Additional 2'x2' catch basin 1,102.92) 0 11,190.50) 0 3,969.31 0 5,446.95 2,500.00 II. The following referenced Documents further describe the changes outlined in Paragraph I, and are to be considered a part of this Change Order: COR#3 COR#4, RFP#1 W.D.C. No.: 1 2 3 4 5 Other: The changes result in the following adjustment of Contract Price and Contract Time: Contract Price prior to this Change Order $ 835 684 Contract Price will be increased/decreased by this Change Order $-377.16 New Contract Price including this Change Order $ 835.306.84 Contract Time Prior to this Change Order Days Completion Date Net increased/decreased resulting from this Change Order 0 Days Current Contract Time including this Change Order 0 Days October 12 Completion Date This Change Order is for full and final settlement of all direct, indirect, impact costs and time extensions incurred at any time resulting from the performance of the changed work. The Above Changes Are The Above Changes Are Approved: Recommended Accepted: Leslie Jones RPR/ENGINEER Address 135 Pennsylvania Ave T-A;.„.--I;. n r dAT)n City/State/Zip By: Le . Phone: (317) 601-8737 Date: 9/8/2021 Version 2016-08-31 Kyle McDonald CONTRACTOR Calumet Civil Contractors Address 4898 Fieldstone Drive Whitestown, IN 46075 City/State/Zip By: opr p.abm Mmon Kyle McDonald i Phone: (317) 525-6323 Date: 9/9/2021 AR-6 James Brainard, Mayor Mary Ann Burke, Member Lori Watson, ember Jery6 Kash -, City F ginccr ATTEST Sue Wolfgang, Clerk Date: TO: Attn: Kyle McDonald Calumet Civil Contractors 4898 Fieldstone Dr. Carmel, IN 46075 Specification Reference 907 CITY OF CARMEL WORK DIRECTIVE CHANGE NO.01 DATE: 8/28/2021 PROJECT NAME: Auman Neighborhood Drainage PROJECT NO.: 18-23 Drawing Reference: detail 8 on plan page DT3 DESCRIPTION OF WORK COVERED BY THIS DIRECTIVE CHANGE: Single -wall underdrain approved for use in the subsurface drain in swale item #11,111,211 (1,310' bid total) and also Item #9.109, 209 (1,560' bid total) under curb and gutter for subdrain. This credit will apply per lineal foot of underdrain installed REASON FOR THIS ORDER: credit to the City for use of single -wall underdrain. This was approved by the city due to shortages in supply of dual wall hdpe underdrain AUTHORIZATION: THIS WORK DIRECTIVE CHANGE AUTHORIZES THE WORK TO BE COMPLETED AS OUTLINED. A Contract Change Order in the amount of $- 1,102.92 will be issued to you in the near future to cover this Work Directive Change. PROJECT COMPLETION DATE: ADD/DEDUCT/UNCHANGED 0 DAYS. By: "_d_ Owner's Rep sentative ATTEST: Sue Wolfgang, Clerk Approved By: CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY By: James Brainard, Mayor By: Mary Ann Burke, Member By: Lori Watson, Member By: Jeremy Kashman, PE, City Engineer DATE: DATE: AR-3 Version 2016-08-31 CITY OF CARMEL TO: Attn: Kyle McDonald WORK DIRECTIVE CHANGE NO.02 Calumet Civil Contractors DATE: 8/27/2021 4898 Fieldstone Dr. PROJECT NAME: Auman Neighborhood Drainage ImprovementsCarmel, IN 46075 PROJECT NO.: 18-23 Specification Reference Drawing Reference: Detail 12 on DT2 DESCRIPTION OF WORK COVERED BY THIS DIRECTIVE CHANGE: Credit for BMP 2 structure downsized from 10' to 8', a new line item will be added to the pay item list for $-11,190.50 REASON FOR THIS ORDER: This WDC addresses the Request for Credit issued to the contractor for downsizing the BMP structure #2 from 10' to 8' AUTHORIZATION: THIS WORK DIRECTIVE CHANGE AUTHORIZES THE WORK TO BE COMPLETED AS OUTLINED. A Contract Change Order in the amount of $-11.190.50 will be issued to you in the near future to cover this Work Directive Change. PROJECT COMPLETION DATE: ADD/DEDUCT/UNCHANGED 0 DAYS. By: Approved By: Owner's Rer59sentative CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY By: By: By: By: James Brainard, Mayor Mary Ann Burke, Member Lori Watson, Member Jeremy Kashman, PE, City Engineer DATE: ATTEST: DATE: Sue Wolfgang, Clerk AR-3 Version 2016-08-31 TO: Attn: Kyle McDonald Calumet Civil Contractors 4898 Fieldstone Dr. Carmel, IN 46075 Specification Reference CITY OF CARMEL WORK DIRECTIVE CHANGE NO.03 DATE: 08/27/2021 PROJECT NAME: Auman Neighborhood Drainage Improvements PROJECT NO.: 18-23 Drawing Reference: page PP2 on plan set and attached markup drawing DESCRIPTION OF WORK COVERED BY THIS DIRECTIVE CHANGE: Add an additional W catch basin where Structure #147 is on the plan drawing. Shift the 4' manhole structure 147 to the comer of the Right of Way at 1039 Oswego. This will create a turning point for the pipe run from 146 to 148. Add 12" RCP going from the new catch basin into the 4' Manhole str 147. Connect 147 to 148 with planned 15" RCP. REASON FOR THIS ORDER: We encountered a water main conflict. Our pipe run from #147 to #148 would need to cross this water main twice, the water main is 7-8" into our pipe and we cannot adjust our pipe over/under this conflict. This will add QTY 1 to Current item #21 AUTHORIZATION: THIS WORK DIRECTIVE CHANGE AUTHORIZES THE WORK OUTLINED. A Contract Change Order in the amount of $ 2,500 the near future to cover this Work Directive Change. PROJECT COMPLETION DATE: ADD/DEDUCT/UNCHANGED 0 B% . Owner's Refosentative ATTEST: Sue Wolfgang, Clerk FROM TO BE COMPLETED AS will be issued to you in Approved By: DAYS. CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY By: By: By:, By:. James Brainard, Mayor Mary Ann Burke, Member Lori Watson, Member Jeremy Kashman, PE, City Engineer DATE: DATE: Version 2016-08-31 TO: Attn: Kyle McDonald Calumet Civil Contractors 4898 Fieldstone Dr. Carmel, IN 46075 Specification Reference TS 25 CITY OF CARMEL WORK DIRECTIVE CHANGE NO.04 DATE: 9/8/2021 PROJECT NAME: Auman Neighborhood Drainage PROJECT NO.: 18-23 Drawing Reference: PP5, Detail 12 on page DT3 DESCRIPTION OF WORK COVERED BY THIS DIRECTIVE CHANGE: Adjust sanitary laterals down to solve the storm pipe conflicts along Oswego. Use two 22 degree fittings to bring the lateral down, and also shear guard fittings to tie back into the sanitary line per City standards. REASON FOR THIS ORDER: The inverts of our storm pipe run into the sanitary laterals. We tried adjusting the storm pipe to go above the sanitary lines, but the pipe run would have backfall. Adjusting down the sanitary laterals will get us out of conflict. AUTHORIZATION: THIS WORK DIRECTIVE CHANGE AUTHORIZES THE WORK OUTLINED. A Contract Change Order in the amount of $ 3,969.31 the near future to cover this Work Directive Change. TO BE COMPLETED AS will be issued to you in PROJECT COMPLETION DATE: ADD/DEDUCT/UNCHANGED 0 DAYS. By: Approved By: Owner's Repre&4ntative CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY By: ATTEST: Sue Wolfgang, Clerk By: By: By: James Brainard, Mayor Mary Ann Burke, Member Lori Watson, Member Jeremy Kashman, PE, City Engineer DATE: DATE: AR-3 Version 2016-08-31 TO: Attn: Kyle McDonald Calumet Civil Contractors 4898 Fieldstone Dr. Carmel, IN 46075 CITY OF CARMEL WORK DIRECTIVE CHANGE NO.05 DATE: 9/8/2021 PROJECT NAME: Auman Neighborhood Drainage PROJECT NO.: 18-23 Specification Reference 104.03, 104.05 Drawing Reference: detail 8 on plan page DT3 DESCRIPTION OF WORK COVERED BY THIS DIRECTIVE CHANGE: Saw -cut into the blank structures delivered on site to capture the inverts of structures 152 and 154. Plug the southwest pipe hole in the BMP#2 using forms, dowel bars, and concrete. REASON FOR THIS ORDER: This WDC addresses the time and material expenses incurred by the contractor to saw cut two structures to fit the plans of structures 152 and STIR 154. This field adjustment is made to correct the offset of the BMP structure. Due to the skew of the placed BMP, one of the holes in the BMP was changed to not be utilized, so the contrctor must patch this hole. AUTHORIZATION: THIS WORK DIRECTIVE CHANGE AUTHORIZES THE WORK TO BE COMPLETED AS OUTLINED. A Contract Change Order in the amount of $ 5.446.95 will be issued to you in the near future to cover this Work Directive Change. PROJECT COMPLETION DATE: ADD/DEDUCT/UNCHANGED 0 DAYS. By: /_ Owner's Re s=ntative ATTEST: Sue Wolfgang, Clerk Approved By: CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY By: James Brainard, Mayor By: Mary Ann Burke, Member By: Lori Watson, Member By: Jeremy Kashman, PE, City Engineer DATE: DATE: Version 2016-08-31 CzTfshfzHsfdivlijobu22;42bn-Tfq31-3132 Brian Whitaker Senior Vice President 16-0966259 N/A September 20, 2021 Brian Whitaker CHA Consulting, Inc. Senior Vice President 20 September 21 Brian Whitaker Brian Whitaker CzTfshfzHsfdivlijobu22;4:bn-Tfq25-3132 CzTfshfzHsfdivlijobu3;54qn-Tfq32-3132 CzTfshfzHsfdivlijobu9;67bn-Tfq34-3132 Renewal Notice Date Monday, September 13, 2021 Contract Name Account Manager Billing Frequency Renewal Start Date Carmel Fire Department (IN) Jackelin Maguire Annual 10-30-2021 Quantity Product Description Unit Price Total 182 Vector Scheduling Vector Scheduling for web and mobile $73.13 $13,309.66 81 Vector Check It - Fire/EMS Vehicles Vector Check It for web and mobile Fire/EMS Vehicles) $125.66 $10,178.46 6 Vector Check It - Fire/EMS Stations Vector Check It for web and mobile Fire/EMS Stations) $210.12 $1,260.72 Grand Total: $24,748.84 As a convenience to our customers, we are changing our billing policy effective December 1st, 2019 to send out bills 30 days in advance of your renewal. This does not change the billing due date or the payment terms of your agreement. Upon expiration of the Initial or any Renewal Term of your Client Agreement, access to the Services may remain active for thirty (30) days solely for purpose of Company’s record keeping (the “Expiration Period”). Unless otherwise provided in your Client Agreement, any access to or usage of the Services following the Expiration Period shall be deemed Client’s renewal of the Agreement under the same terms and conditions. Exhibit A 9/17/2021 TARGETSOLUTIONS LEARNING, LLC DEPT 2071 DALLAS, TX 75312--2071 105529 PO BOX 122071 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 Renewal - Target Solutions/Check-It Carmel Fire Department 10701 N. College Avenue, Ste A Carmel, IN 46032- 362274 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 59498 1120Department:101Fund:General Fund 43-552.00Account: Vector Check-It - Stations6 $210.12 $1,260.72Each Vector Check-ItApparatus81 $125.66 $10,178.46Each Vector Scheduling - TargetSolutions182 $73.13 $13,309.66Each 24,748.84SubTotal 24,748.84 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. 105529 ORDERED BY TITLE CONTROLLER Carmel Fire Department 2 Civic Square Carmel, IN 46032- Denise Snyder Accreditation/Budget Administrator CzTfshfzHsfdivlijobu:;41bn-Tfq38-3132 David Kojetin Corporate Secretary 20-4880827 9/23/21 CzTfshfzHsfdivlijobu:;29bn-Tfq38-3132 CzTfshfzHsfdivlijobu:;28bn-Tfq38-3132 CzTfshfzHsfdivlijobu:;52bn-Tfq3:-3132 SERVICEAGREEMENT ServiceAgreementSummary ThisServiceAgreementissubjecttoandcontrolledbytheWindstreamServiceTermsandConditionsandtheservice-specific termsandconditionslocatedathttp://www.windstreamenterprise.com/service-terms-and-conditions,includinghowsuch termsmaybemodifiedfromtimetotime,andallofwhichareherebyincorporatedhereinbyreference. Ratesaresubjectto changeon30 days’noticeviabillmessageoncustomer'sinvoice.Byyoursignatureyouwarrantthatyouhaveread,understand andagreetotheServiceAgreement,WindstreamServiceTermsandConditionsandapplicableservice-specifictermsand conditions,andacknowledgethatyouareauthorizedtosignthisServiceAgreementandordertheService(s)asoutlinedherein. CUSTOMERWINDSTREAM Signature:\\s1\\Signature:\\s2\\ PrintedName:\\n1\\PrintedName:\\n2\\ Title:\\t1\\Title:\\t2\\ Date:\\d1\\Date:\\d2\\ ThisofferisvoidablebyWindstreamifnotsignedandreturnedby10/1/2021. Quote#:2290776v.1Windstream2 SERVICEAGREEMENT LocationSummary LocationNameMonthlyRecurringChargesOne-TimeChargesCredits CityofCarmel_701Congrssional$1,124.57$60.00$0.00 CityofCarmel-2CityCenterDr.$218.40$0.00$0.00 LocationDetail LocationNameCityofCarmel_701CongrssionalAccountNumber214709775 701CONGRESSIONALBLVD,CARMEL,IN46032- LocationAddressServiceOrderTypeConversion5633 MonthlyRecurringCharges ProductQty.UnitPriceTotalPrice CommonVoice Features 900/976Block1$0.00$0.00 InternationalBlock1$0.00$0.00 DynamicIP$442.03 CallPaths-SIP23Included EthernetAccess(10Mb)1Included ManagedRouter-Advanced1Included ManagedRouterEquipment1Included 20DIDStationNumbers1$4.00$4.00 FSLCCharge5$9.20$46.00 InternetService$295.34 EthernetAccess(5Mb)1Included InternetService(5.0Mbps)1Included SDWAN$317.20 Equipment-VMwareVCE5401Included SD-WANManagement-Concierge1Included SD-WANServiceLicense(200Mbps)1Included IPAddressesBlockof8Charge1$20.00$20.00 Total$1,124.57 One-TimeCharges ProductQty.UnitPriceTotalPrice SDWAN RackMountBracket1$60.00$60.00 Total$60.00 UsageRates** ProductandUsageRates UsageType RateInitialIncrementAdditionalIncrementPrecision InStateLongDistanceCharges(D)0.03 6sec6sec 2digit OutofStateLongDistanceCharges(D)0.03 6sec6sec 2digit RegionalLongDistanceCharges(D)0.03 6sec6sec 2digit Quote#:2290776v.1Windstream3 SERVICEAGREEMENT LocationDetail LocationNameCityofCarmel-2CityCenterDr.AccountNumber5397415 LocationAddress2CITYCENTERDrive,CARMEL,IN460323086ServiceOrderTypeConversion MonthlyRecurringCharges ProductQty.UnitPriceTotalPrice POTS FSLCCharge1$9.20$9.20 BusinessLine1$100.00$100.00 POTS FSLCCharge1$9.20$9.20 BusinessLine1$100.00$100.00 Total$218.40 Quote#:2290776v.1Windstream4 CreditAppAPPLICATIONFORCREDIT Representative:JoseSanchez-MariscalRepresentativePhone:6107840429 CUSTOMERINFORMATION CustomerName:CITYOFCARMEL_311STAVENWTaxExemptStatus: FederalTaxIDorSSNumber:EMR: NoticeAddress:YearsinOperation: NumberOfEmployees: City:State:Zip: BusinessStructure: NatureofBusiness: PARENTCOMPANY(ifApplicable) CompanyName: Address: City:State:Zip: CUSTOMERCONTACTINFORMATION ContactName:APContactName: ContactPhone:APContactPhone: ContactFax:APContactFax: ContactEmail:APContactEmail: Principal/Partner/OfficerFullName:ContactName: Title: BANKREFERENCE BankName:_____________________________________________________________________________ Address: _______________________________________________ BankContactName:_________________________________________ City: _______________________________________________ BankContactPhone:_________________________________________ State: _______________________________________________ BankContactFax: _________________________________________ Zip: _______________________________________________ AccountNumber:___________________________________________ TRADEREFERENCES Vendor AccountNumber Phone Fax Contact 1. _____________________ __________________________ __________________ ___________________ _____________________________ Address:___________________________________________________________________________________________________________________ 2. _____________________ __________________________ __________________ ___________________ _____________________________ Address:___________________________________________________________________________________________________________________ 3. _____________________ __________________________ __________________ ___________________ _____________________________ Address:___________________________________________________________________________________________________________________ CurrentLocalTelco:_____________________________CurrentI.D.Carrier:________________________ Authorization AcceptedByCustomer IherebyrepresentthatIamauthorizedtosubmitthisapplicationon Signature:/s1/ behalfoftheCustomernamedabove,andtheinformationprovidesisfor thepurposeofobtainingcreditandiswarrantedtobetrue. I/Wehereby PrintedName:/n1/ authorizeCompany,anditsaffiliates,toinvestigatethereferenceslisted pertainingtomy/ourcreditandfinancialresponsibilitysold. Ifurther Title:/t1/ representthattheCustomerapplyingforcredithasthefinancialability andwillingnesstopayforallinvoiceswithestablishedterms. Date:/d1/ LOATFLOAPLCertVOIP911FMLoyaltyPromotionOSPAIDOSFREEOSHDTRIAL25SDWAN PurchaseTCSDWANTrialPromotionPOCLocationSDWANPOCNOETFErateTCRHCTCSB PromotionCC1stYRConnectivitySBTSGPromotionIPSimpleSchedule Quote#:2290776Windstream1 Approved and Adopted this day of , 20 . OWNER” 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: CzTfshfzHsfdivlijobu:;27bn-Tfq3:-3132 Pro Air Midwest, LLC Fire Department - 2021 Appropriation # 1120 101 43-515.01; P.O. #105518 Contract Not To Exceed $2,920.00 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. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\562V7G6G\\Pro Air Midwest LLC Goods and Services.doc:9/16/2021 3:35 PM\] 2 Pro Air Midwest, LLC Fire Department - 2021 Appropriation # 1120 101 43-515.01; P.O. #105518 Contract Not To Exceed $2,920.00 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 C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\562V7G6G\\Pro Air Midwest LLC Goods and Services.doc:9/16/2021 3:35 PM\] 3 Pro Air Midwest, LLC Fire Department - 2021 Appropriation # 1120 101 43-515.01; P.O. #105518 Contract Not To Exceed $2,920.00 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 Fire Department Department of Law 10701 North College Ave, Suite A One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 If to Vendor: Pro Air Midwest, LLC 6256 Legacy Lane Ellettsville, Indiana 47429 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. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\562V7G6G\\Pro Air Midwest LLC Goods and Services.doc:9/16/2021 3:35 PM\] 4 Pro Air Midwest, LLC Fire Department - 2021 Appropriation # 1120 101 43-515.01; P.O. #105518 Contract Not To Exceed $2,920.00 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. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\562V7G6G\\Pro Air Midwest LLC Goods and Services.doc:9/16/2021 3:35 PM\] 5 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 CzTfshfzHsfdivlijobu4;12qn-Tfq3:-3132 APPROVED BY CRED/MAYOR 9/24/21 REVIEWED VIA EMAIL APPROVED APPROVED REVIEWED VIA EMAIL MAYOR APPROVED FOR RETRO BPW APPROVAL 9-21-21 REVIEWED VIA EMAIL MAYOR/CRED 9-24-21 CFD HARRINGTON 9-21-21 CPD BICKEL 9-21-21 CRED- DAN MCFEELY WORKING WITH COLTS CRED/MAYOR APPROVED 9-23-21 REVIEWED VIA EMAIL RETRO-APPROVAL BY BPW REVIEWED VIA EMAIL MAYOR/CRED 9/24/21 CFD SUTTON 9/14/21 CPD BICKEL 9/14/21 REVIEWED VIA EMAIL MAYOR/CRED 9-24-21 CFD HARRINGTON 9-20-21 CPD BICKEL 9-20-21 REQUEST TO USE CHAMBERS FOR MEETINGS PLUS 1/27/22, 2/24/22,3/24/22.4/28/22 DOES NOT REQUIRE REVIEW BY CFD, CPD, CRED/MAYOR REVIWED VIA EMAIL MAYOR/CRED 9-24-21 CFD HARRINGTON 9-23-21 CPD BICKEL 9-23-21 ---------------------------- 10/17/21 --------------10/17/21 DATE CHANGE MAYOR/CRED 9-24-21 SUTTON 9-14-21 BICKEL 9-14-21 KIRSH 9-13-21 REQUEST TO USE CAUCUS ROOM TO PUT TOGETHER HOLIDAY BAGS FOR SANTA'S ARRIVAL. REVIEW NOT REQUIRED BY CFD, CPD, CRED, MAYOR REVIEWED VIA EMAIL MAYOR/CRED 9-24-21 CFD CPD RETRO BPW APPROVAL CRED/MAYOR 9-24-21 SUTTON 9-14-21 BICKEL 9-14-21 12/18/21 CRED/MAYOR 9-24-21 SUTTON 9-14-21 BICKEL 9-14-21 NA REVIEWED VIA EMAIL MAYOR/CRED 9-24-21 CFD HARRINGTON 9-23-21 CPD BICKEL 9-23-21 RESCHEDULED 9/22 SUMMER SERIES CONCERT DUE TO RAIN. NEW DATE 10/6/21 /MAYOR 9-24-21 SUTTON 9-14-21 BICKEL 9-14-21 APPROVED CzTfshfzHsfdivlijobu22;49bn-Tfq25-3132 CzTfshfzHsfdivlijobu22;61bn-Tfq33-3132 CzTfshfzHsfdivlijobu21;64bn-Tfq39-3132 CzTfshfzHsfdivlijobu2;4:qn-Tfq39-3132 9 CzKpoPcfsmboefsbu:;21bn-Tfq3:-3132 PHASEII(NORTH)TRANSMISSION RELOCATION AGREEMENT THIS PHASE II (NORTH)TRANSMISSION RELOCATION AGREEMENT (the Agreementis entered into and effective this ____ day of _______________, 2021, by and between DUKE ENERGY INDIANA, LLC,(DEI)an Indiana limited liability company, with an address of 1000 East Main Street, Plainfield, Indiana 46168 and the CITY OF CARMEL, INDIANA (Carmelor the City) with an address of One Civic Square, Carmel, Indiana 46032. WHEREAS, Carmeland DEI (indi entered into a Memorandum of Understanding (MOU)effective November 30, 2016, attached and incorporated herein by referenceas Exhibit 1, by which they agreed to terms under which DEI would relocate certain overhead electric transmission and distribution facilities, including poles, wires and other equipment necessary for the transmission and distribution of electricity (the Facilities),currently located in a transmission corridor comprised of written and prescriptive easements owned by DEI and extending, for purposes of the description of this project, from the stnorthrightofwaylineof1Street Northwest, then south to the south right of way line of East Carmel Drive (the Easements); and WHEREAS, DEIis willing to relocate the Facilities as contemplated under the MOU provided that the City will (a) pay for all costs related to the relocation of the Facilities; and (b) provide exclusive underground transmission easements and non-exclusive distribution easements that the City will obtain for or grant to DEI as a replacement for the Easements; and (c) provide certain protections and assurances for any portion of the newly granted easements which are or will become public road right of way, all as more particularly described in the MOU and in this Agreement; and 9 WHEREAS, relocation of the Facilities is to be done in proposed Phases I through IV ProjectProject); and WHEREAS a preliminary aerial depiction of the Project and its proposed Phases is attached as Exhibit A to the MOU; and WHEREAS, the Parties have determined that it would be beneficial to split the Transmission Phase II Project into two parts as follows: (i) The Transmission Phase II Project stfacilitieslocatedSouthoftheCarmel1Avenue substation (hereinafter, stCarmel1 Avenue substation (hereinafter, WHEREAS, the Transmission Phase II (South) Project and the Transmission Phase IV Project were simultaneously undertaken, and have been substantially completed and energized on September 6, 2018; and WHEREAS, the Parties desire to document their agreement with respect to the terms and conditions for the initiation and completion of Transmission Phase II (North) Project in accordance with the terms of this Agreement and the MOU. NOW THEREFORE, IN CONSIDERATION of the mutual promises contained herein the Parties agree as follows: Section 1 Order of Precedence: This Agreement shall consist of the following documents, listed in their order of priority in the event of a conflict: a) any Amendment to this Agreement signed by both Parties; b) this Agreement; c) the MOU; and d) Exhibits to this Agreement and e) Exhibits to the MOU, as applicable. Any capitalized terms used in this Agreement and not defined herein shall have the meaning ascribed to such terms in the MOU. 9 Section 2 Transmission Phase II (North). Transmission Phase II (North) is described as follows: The Facilities will connect at Carmel 1st Avenue Substation; then the underground 69kV duct bank will travel north approximately 1,878 feet in a City-granted Exclusive Public Road Underground Right-of-Way EPRUROW) and will terminate at the 69kV riser structure north of 1st Street NW, all as depicted and further described in the attached Exhibit 2 (Hereinafter, Relocation Area). In the event of any conflict between this Section 2 and Exhibit 2in the description of the Phase II (North) Project, the description in Exhibit 2 shall take precedence and the Parties agree that the Phase II (North) Relocation Area, as depicted in Exhibit 2 shall be final unless amended in a writing agreed upon and executed by both Parties. Section 3City Obligations Prior to Commencement of Transmission Phase II (North) Relocation Services: Carmel, at its sole expense, shall provide to DEI the following items prior to the commencement of any Transmission Phase II (North) Relocation Services (defined in Section 6 below) by DEI. The City agrees that the following are co to perform the Transmission Phase II (North) Relocation Services and that if any of the following conditions are not met, DEI may terminate this Agreement under Section 5 and shall have no further obligations to the City and the City shall have no recourse against the DEI Releasees (as that term is defined in Section 12, below). This Agreement is not intended to affect any rights the City may have under law or equity against any third party, subject only to the indemnity provisions of Section 12. 9 A. Documentation from the appropriate Carmel governing body or entity that DEI has been granted the EPRUROW necessary to create the Phase II (North) Relocation Area. defined term (See Section 2) means that no other utilities may run in parallel within the DEI EPRUROW and that any crossing utilities have been approved in advance by DEI to ensure they are sufficiently distant from the distribution and transmission line and clearly and readily identifiable, all as more fully described below and subject to only those conditions set forth in Paragraph D (1) through D (3). Such EPRUROW must be and remain i) Exclusive; ii) a minimum of 25 feet wide; and iii) able to meet DEI engineering depth requirements which are dependent on grading and other variables. DEI shall be first in time with respect to each easement grant in the EPRUROW. B. With respect to the EPRUROW: 1. DEI and the City shall work together to ensure that the EPRUROW and its exclusivity shall have been properly memorialized and recorded with the office; 2. Documentation of the passage of a non-revocable ordinance or resolution(s) or similarly authorized entity)limiting the City shall not use or authorize any third party to make use of the located without the prior review and written approval of DEI (which may 9 responsible for all costs if DEI must repair, modify or relocate its Facilities as a result of any non- 3. Documentation that written direction shall have been provided by the City ordinance/resolution and their conditions as set forth above in sub- paragraph B(2). 4. Evidence that the City has ensured that where a new project or development n and recording information in each dedication or grant of public road right of way the City accepts from a developer. 5. Documentation that, with respect to the EPRUROW, the City agrees that if at any time a DEI Transmission Facility in said EPRUROW needs to be relocated, modified or supported for a City project or any governmental project, the City shall reimburse DEI for its actual costs incurred with such relocation, modification or support (with DE Indiana providing the City with reasonable documentation of any such costs). Paragraphs 3(B) (1)-(4) are intended to provide third parties, including other utilities and granted by the City for the Transmission Phase II (North) Relocation Area; C. waiving their statutory rights, present and future, to require DEI to (1) obtain a permit to use any legal drain that is or may be placed in the Phase II (North) Relocation Areaand/or 9 2) relocate, modify or support DEI facilities in the Phases II (North) Relocation Area at the expense of DEI because of any present or future drain project or alternatively, proof that any county drains have been transferred to the City and that the City has provided a waiver that meets the terms of this Paragraph C; D. Documents identifying all utilities and their location in the 25-foot EPRUROW in the Phases II (North) Relocation Area. DEI shall have no obligation to proceed with the Phase II (North) Relocation Services until such utilities have been identified and either relocated or determined by DEI, in its sole judgment, to present no threat to the safety or reliability of the Facilities, including without limitation, thermal influence; provided however, subject to the following conditions: 1. Already existing City storm sewer or sanitary sewer may remain within in the EPRUROW so long as the storm sewer or sanitary sewer or any portion thereof does not present a threat to the safety or reliability of the Facilities as agreed to by DEI in its reasonable discretion, and so long as it is only either storm sewer or sanitary sewer but not both (except in limited instances where the two cross); 2. lines so long as the City crosses in a perpendicular fashion, at an angle greater than 30 degrees off the road center line, with appropriate clearances as required or as agreed upon by the Parties. Any such crossings and their approval byDEI shall be documented. 3. To the extent City storm sewer or sanitary sewer (or by agreement with DEI, other utilities) remains in the DEI EPRUROW in the Phases II (North) 9 Relocation Area, the City shall provide executed encroachment agreements with DEI in a form acceptable to DEI. e EPRUROW presents a threat to the reliability or safety of the Facilities, that utility shall be relocated by a party other than DEI at no cost to DEI or, if such utility cannot be relocated, the Parties may agree to modify the Phase II (North) Relocation Area or, barring an ability to agree on a modification, this Agreement shall be terminated without recourse to the City but subject to the provisions of Section 11; E. The documents described in Paragraph D above, shall have been provided during preliminary engineering and DEI shall not be obligated to undertake final engineering until such documents are received and approvals by DEI, if any, given; F. Written verification that all necessary licenses and permits to effectuate Transmission Phase II (North) Relocation Services have been obtained by the City for and to the benefit of DEI, or if none are required, a statement that this is the case; G. All easements and proof of title in a form acceptable to DEI, from property owners other than the City, who must provide easements in the Transmission Phase II (North) Relocation Area; H. All rights of entry/access agreements, in aform acceptable to DEI, necessary to effectuate the installation and maintenance of the Transmission Phase II (North) Facilities; I. All soil boring results, based on soil borings initially staked by DEI as necessary to effectuate Transmission Phase II (North) Project or re-staked by the City based on any locations; 9 J. All final road construction drawings/specifications/plans requested by DEI from the City necessary to undertake preliminary and final engineering of the Transmission Phase II North) Project; K. A pre-qualified list of contractors, as approved by DEI, to whom the City intends to open bidding for the construction of any underground duct banks in the Phase II (North) Relocation Area; L. Proof of construction of all necessary underground facilities in the Phase II(North) by test results approved by DEI in its sole reasonable judgment and subject to the following conditions: 1. DEI shall have free access to inspect all City-built facilities in the Phase II (North) Relocation Area, with reasonable notice to the City, including duct banks and DEI shall not be liable for delays or costs resulting from such inspections. Such be part of the project costs to be paid by the City. No such inspections shall relieve the City of any of its obligations to provide the items in Section 3, duct banks or the Phase II (North) Relocation Area. 2. The City will undertake the construction of any necessary underground duct banks and structures to effectuate the Relocation of the Facilities using a DEI-approved and specifications. DEI will provide an inspector, to be charged as part of Project costs, at the time of installation of such items to review and approve work as satisfactorily completed. DEI will not assume any liability arising from or related 9 to the incorrect construction of the underground ducts reserves the right to reject the existing duct bank in the Phase II (North) Projectif it does not meet its standards or is unable to pass testing prior to repairs. The City agrees that itwill pay for any and all costs associated with the repair of the existing duct bank in the event DEI determines that the existing duct bank can be used. DEI will remain responsible for the design/construction and installation of electrical equipment, but all costs associated therewith are to This Agreement is not intended to affect any rights the City may have under law or equity against any third party, subject only to the indemnity provisions of Section 12. M. All necessary environmental test results, showing no negative conditions, as necessary to effectuate the Phases II (North) Project. In the event environmental boring/testing/sampling reveals any type of environmental condition that may affect reliable and safe service via underground Facilities in the Phase II (North) Project, the Phase II (North) Project may be cancelled pursuant to Section 5 and the Phase II (North) Transmission Facilities will remain above-ground in the existing Easements; and N. Payment of any Invoice or Procurement Agreement issued to the City for pre-order, long lead materials necessary to undertake the Phase II (North) Project. Section 4-- the Transmission Phase II North) Relocation Services: DEI shall provide to City the following prior to the commencement of the Transmission Phase II (North) Relocation Services: 9 A. The location for any soil borings necessary for preliminary engineering, subject to the Section 3(I); B. Upon receipt from the City of the final road design, the location of any final design borings and/or environmental borings, subject to Section 3(I); C. Upon receipt from the City of the final road design, easement documents prepared by or on behalf of DEI, for which the City will obtain signatures, to secure the easements and EPRUROW for the Phase II (North) Relocation Area; D. The materials estimate for work on the Transmission Phase II (North) Project; E. Design and test specifications for any underground duct construction to be done by the F. Written approval or reasons for rejection, if any, of a) soil borings; b) environmental borings; or c) duct banks or test results. 1. If DEI determines that duct banks or other City-built facilities in the Phase II North) Relocation Area does not meet DEI specifications for Transmission Facilities, DEI will notify the City in writing and in good faith, will work with the City to resolve such discrepancies to its reasonable satisfaction. 2. If discrepancies are not resolved within 30 days of notice or cannot be resolved, DEI may either fix the discrepancies to its satisfaction at the sole cost to the City and, if that is not possible, may terminate this Agreement pursuant to Section 5. Section 5 -- Termination Prior to Commercial Operation of the Transmission Phase II North) Relocated Facilities: 1. By City. Upon 15 days written notice to DEI, the City shall have the right to terminate this Agreement at any time prior to the operation of the relocated Transmission Phase 9 II (North) Facilities, provided that City shall pay for all costs incurred by DEI arising out of or relating to the Relocation Services, which Services are more fully described in Section 6, and the MOU and that are or may reasonably be incurred in terminating this Agreement. 2. By DEI the conditions precedent under Section 3 or the terms of the MOU, DEI may terminate this Agreement; provided however, the City shall have been given written notice by DEI of any default and 15 business days to cure said default prior to the written notice of termination under this section and provided that once DEI has relocated the Transmission Facilities underground, absent cause, it will not terminate this Agreement. In the event of a termination under this section, the City, on behalf of any of its Boards or entities, shall pay for all costs incurred by DEI arising out of or relating to the Transmission Phase II (North) Relocation Services, pursuant to Section 11 and that are or may reasonably be incurred in terminating this Agreement. The City, nor any of its Boards or other entities, shall have recourse against DEI under this Agreement or the MOU arising from a termination under this Section 5. 3. In the event this Agreement and the MOU are terminated, all Phase II (North) Transmission Facilities will remain in the existing above-ground Easements and the City will take no action to interfere with or otherwise eject or remove DEI from the above-ground Easements. Section 6 Transmission Phase II (North) Relocation Services: Assuming the City has met its obligations under this Agreement and specifically, all the conditions precedent under Section 3 and assuming neither Party has terminated this Agreement 9 under Section 5, DEI, with its regular construction or maintenance crew and personnel, at its standard schedule of wages and working hours, or by a DEI approved contractor, and at the sole expense of the City, shall relocate the Transmission Facilities currently in the Easements to the Phase II (North) I (North) Re Transmission Phase II (North) Relocation Services performed by DEI shall be limited to installing, testing, and commissioning all transmission Facilities in City-built and provided duct banks (or where applicable, in above-ground easements) in the Phase II (North) Relocation Area. Section 7 Relinquishment of Easements: DEI will retain its current Easements and maintain energized above-ground Facilities until all of the following have been confirmed by DEI in its reasonable discretion: a) the new easements have been granted and are recorded so as to confer the necessary rights on DEI and to provide adequate notice to third parties; b) the underground facilities are tested, energized and operational; and c) all existing customers are assured continuous services. Only if and after these requirements are met, will DEI remove overhead facilities and upon completion of the removal, release any portion of its Easements and then only with respect to the Transmission Phase II (North) Services that have been completed. In the event the above-ground Facilities have third-party attachers, the City shall be responsible for contacting such third-party attachers to remove any of the third-party ded the City with all available information about potential third party attachers and shall have no further obligation to contact them, remove the facilities, or any liability for costs associated with their removal. If at the time DEI is ready to remove its above-ground Facilities and third-- ground Facilities, DEI will leave any necessary remaining portions of such Facilities (for example, some portion of a pole), which then shall become the sole responsibility of the City. 9 Section 8 -- Road Closures: The City agrees that at its sole expense it will give DEI immediate and unrestricted access to any new underground Facilities via street closures (or other necessary actions), and will undertake immediate traffic control in the event of an emergency condition to effectuate repairs and maintenance to the Facilities. The City acknowledges that street closures may occur for extended periods to allow for repair, maintenance or replacement and agrees to provide the necessary time without pressure to reopen such streets. For non-emergency conditions for repairs and maintenance, notice shall be given by DEI, with reasonable efforts to avoid repairs and maintenance during previously scheduled festivals, events or parades. Upon such notice, the City shall give the same access as for emergency repairs or maintenance. The Parties agree that include but are not limited to, unplanned work and any work that is subject to a MISO-imposed timeline. The City shall provide acopy of this or any later relevant agreement to the appropriate City departments or entities with which DEI must work in these situations. For example, if the police department will effectuate a street closure, the department must be given notice of this provision and the City must provide a point of contact to DEI. That point of contact shall have all necessary authority to grant DEI immediate access. Section 9 No Warranties: outside of this Agreement, DEI disclaims any and all warranties with respect to the Transmission Phase II (North) Relocation Services performed hereunder and the Phase II (North) relocated Transmission Facilities and ALL WARRANTIES WHETHER STATUTORY, ORAL, WRITTEN, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY GUARANTEES ON COMPONENT LIFETIME ARE HEREBY DISCLAIMED BY 9 DEI AND ITS AFFILIATES. This Agreement is not intended to affect any rights the City may have under law or equity against any third party, subject only to the indemnity provisions of Section 12. Section 10 Title and Risk of Loss: A. Title to Relocation Facilities in the Relocation Areas: To the extent the City provides duct banks or other relocation facilities in the Phase II (North) Relocation Area, ownership and title to such facilities shall remain with the City as applicable both during the Phase II North) Relocation process and for the entire period that the Transmission Facilities remain in the Phase II (North) Relocation Area subject to the easements and rights of use to be granted to DEI in accordance with the terms of this Agreement and as contemplated in the MOU. B. Risk of Loss/ Maintenance of City-provided Relocation Facilities: The City shall be solely responsible for the cost of maintenance, repair, replacement and upkeep of any City-owned duct banks or relocation facilities provided by the City in accordance with the terms of this Agreement or as contemplated in the MOU. The City and DEI shall coordinate with each other to undertake such maintenance, repair, replacement and upkeep which, in some C. Maintenance of Phase II (North) Transmission Facilities in the Relocation Area: On an ongoing basis, the City shall pay the cost differential arising from or relating to repair, maintenance, replacement and/or relocation of the underground transmission Facilities, which shall be calculated by taking the actual costs incurred less the repair cost of the same span in feet of overhead facilities, calculated in the year in which the maintenance, repair or replacement occurs. For example, if the actual cost of repairing 50 feet of new 9 underground facilities that are built as part of this Project in Year X is $100,000 and the cost of repair of 50 feet of overhead facilities in Year X is $50,000, the City shall pay the 50,000 differential. Avoided costs, including operation and maintenance costs will not s that such costs are speculative. Section 11 -- Payment by the City for Relocation Services: The City shall pay all costs arising from or relating to this Agreement and/or the Transmission Phase II (North) Relocation Services, subject to usual DEI payment times, terms and conditions. Such payments shall be due and payable whether the Transmission Phase II (North) Relocation Services are completed or termination under Section 5 occurs. For clarity, and by way of example, if DEI incurs engineering or other costs in considering the feasibility of the Transmission Phase II (North) Relocation Services and concludes that the work cannot move forward under these but are not limited to costs related to obtaining necessary easements or other property interests in the Transmission Phase II (North) Relocation Area, and engineering costs, environmental costs, purchase of materials, supervision, testing, the construction and relocation of DEI (or its ofthe existing above-ground facilities, as such r business. The City acknowledges and agrees that DEI will not subsidize any cost of this Project at the expense of other DEI customers or Duke Energy Corporation shareholders. On not less than amonthly basis, DEI shall have the right to invoice the City for actual costs incurred (or to be incurred when ordering goods and services). The invoice shall be submitted in writing and provide a summary of actual costs. The City shall pay the invoice within thirty (30) days after approval by 9 the Board of Public Works. If any dispute arises with respect to an invoice, the undisputed portion shall be paid and the remainder shall be subject to the procedures set forth in Section 17. Section 12 -- Indemnification of DEI by City: To the maximum extent permitted by law, the City shall indemnify and hold harmless DEI and its parents, subsidiaries, successors, assigns, and affiliates and their respective employees, directors, officers, members, carriers, agents, contractors, and representatives (collectively DEI Releasees) from and against all liability, losses, costs, claims, damages, expenses, including, reasonable judgments and awards (whether or not covered by insurance) arising from or relating to, in whole or in part, or claimed to arise from or related toany injury or damages including without limitation, claims arising from breach of contract personal injury or property damage to any party or entity, caused or alleged to have been caused by (x) DEI Releasees, in performance of any action under this Agreement except to the extent caused by the sole negligence or, willful and wanton misconduct of DEI Releasees; (y) the City, its respective employees, agents, representative, contractors, or assigns (collectively City Releasors); (z) or any third party or entity acting as a representative or agent for or contractor or subcontractor of the City in connection with the Phase II (North) Project. City shall provide proof of insurance coverage sufficient to meet the obligations under this Agreement. DEI Releasees shall be named as additional insureds on such coverage and the City shall provide DEI with proof of such coverage prior to commencement of the Phase II (North) Relocation Services. The City Releasors waive all rights they may have to recovery, including for contribution, as against Duke Releasees.This Agreement is not intended to create indemnification obligations by the City for claims between and among contractors and their subcontractors, arising from the Phase II (North) Project, except to the extent set forth above. 9 Section 13 -- Environmental Indemnification of DEI by the City: Subject to the same terms and conditions set forth in Section 12 and incorporated herein by reference, City Releasors shall indemnify, defend and hold harmless DEI Releasees from and against all liability, losses, costs, claims, damages, expenses, including, judgments and awards, reasonable (whether or not covered by insurance) arising from or relating to, in whole or in part, or claimed to arise from or related any Environmental claims. Environmental Claims shall include losses, damages, claims, suits, costs, expenses, liabilities, fines and sanctions of any kind relating to the a) use, transportation, generation, handling, storage, treatment, recycling, reclamation, disposal, emission, discharge, spill, leak, injection, escape, dumping, release or threatened release in any workplace or to the land, air, surface or ground waters or other environmental medium, on or off-site of any Hazardous Materials; b) any environmental cleanup; c) the cost of complying with applicable EHS Standards; or d) any claim of non-compliance with an EHS Standards. Hazardous Materials means any and all dangerous, hazardous, toxic, radioactive substances, hazardous wastes, special and controlled wastes; oils petroleum and petroleum products, hazardous materials, dangerous good, hazardous chemicals and other materials which may be hazardous to human health or the environment and which are or may be controlled under EHS Standards. This Agreement is not intended to create indemnification obligations by the City for claims between and among contractors and their subcontractors, arising from the Phase II (North) Project, subject only to the provisions of Section 12. Section 14 -- Successors, Transferees and Assigns: EPRUROW and easements that are part of the Transmission Phase II (North) Relocation Area 9 shall remain effective and shall not be revoked by the City for any reason or in any manner until DEI cedes or abandons them. Section 15 -- Representations, Warranties and Covenants: Each Party represents and warrants to the other Party that: A. The execution, delivery and performance of this Agreement and any documents or things required thereunder are validly authorized by such Party and no other governmental body or entity, board, corporate, limited partnership or limited liability company action of such Party is necessary to authorize the execution, delivery and performance of the same; B. This Agreement and any documents or things required thereunder have been or are authorized as duly and validly executed and delivered by such Party; C. This Agreement and as applicable, certain documents required hereunder constitute valid and binding obligations, enforceable against it in accordance with its terms; D. Neither the execution and delivery by each Party of, nor its performance under the this Agreement conflicts with, results in abreach of any provision of, constitutes adefault with or without notice or lapse of time or both) under, or requires a consent or waiver under any ordinance, regulation, statute, law or agreement, instrument or other contract, arrangement, understanding, or commitment, whether written or oral, to which such Party is a party or by which it or its assets are bound; E. With respect to the MOU and this Agreement and the documents or things required thereunder, each Party: 9 1. Has read the document and has been advised by counsel of their choosing as to its legal effect; 2. Has not assigned, transferred or granted or purported to assign or transfer or grant any of the rights thereunder; 3. Agrees that any negotiations or agreements prior to the execution of the MOU and the execution of this Agreement are merged into those documents; 4. No representation, promise or inducement whatsoever not contained herein has been made by any one party to another and the MOU and this Agreement is executed without reliance upon any statement or representation by any other Party, including their counsel. Section 16 -- Governing Law/Jury Trial: This Agreement has been executed in the State of Indiana and shall be governed in all respects by the laws of Indiana. The Parties agree that any action to enforce the terms of this Agreement will be brought in a state court in Indiana in Hamilton County. Both Parties relinquish and waive their right to a jury trial. Section 17 Dispute Resolution: The Parties shall notify each other of any dispute or claim hereunder within 15 days of the first day of the event giving rise to a claim or dispute. The Parties shall attempt to resolve any claims arising out of or resulting from this Agreement promptly by negotiation between individuals who have authority to settle disputes and who are a higher level of management then person who have direct responsibility to administer this Agreement. If a dispute is not resolved within 45 days of notice under this Section, and this Agreement is not otherwise legally terminated, either Party may initiate litigation. 9 Section 18 -- Severability: The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of said provisions shall not affect the validity and enforceability of the other provisions contained herein. Section 19 -- Waiver: No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the Party against whom the waiver is sought to be enforced. No valid waiver of any provision of this Agreement shall be deemed a waiver of any other provision contained herein. Section 20-- Modification: No change, addition or modification of this Agreement shall be binding unless it is in writing and signed by the Parties. Section 21 -- Execution of this Agreement: This Agreement may be executed in one or more duplicate original counterparts and by facsimile, with the same force and effect as if all the signatures were set forth upon a single original instrument. Section 22 -- If any legal action or other proceeding is brought to enforce or interpret this Agreement or the MOU or any of the documents executed pursuant hereunder, each Party shall bear its own Section 23 Notices: The Parties designate the following to receive any required notices under this Agreement: For DEI: Susan Evans Transmission Project Manager 9 1000 E. Main Street, Plainfield IN 46168 Susan.evans@duke-energy.com 317-838-4181 Ryan Hart Midwest Regional Land Services 1000 E. Main Street, Plainfield IN 46168 Ryan.hart@duke-energy.com 317-838-2403 Mark LaBarr Community Relations & Economic Development IN 100 S. Mill Creek Road, Noblesville IN 46062 Mark.labarr@duke-energy.com 317-776-5324 Ariane Johnson Associate General Counsel 1000 E. Main Street, Plainfield IN 46168 Ariane.johnson@duke-energy.com 317-838-1035 For Carmel: City of Carmel Department of Redevelopment Director Henry Mestetsky 30 W. Main Street Carmel, IN 46032 hmestetsky@carmel.in.gov 317-571-2492 City of Carmel Utilities Department Director John Duffy 30 W. Main Street Carmel, IN 46032 jduffy@carmel.in.gov 317-571-2442 Carmel Engineering Department Jeremy Kashman- City Engineer One Civic Square Carmel, IN 46032 jkashman@carmel.in.gov 9 Office of Corporation Counsel One Civic Square Carmel, IN 46032 Mayor James Brainard One Civic Square Carmel, IN 46032 jbrainard@carmel.in.gov Such persons may be changed from time to time. All notices shall be in writing, delivered personally or by U.S. Mail or email. The date of receipt of other designated date shall be the date of notice. Section 24 Tax Gross Up Payments and Representations by Carmel Regarding Master Development Plan and Indemnification of DEI. On the following basis, DEI agrees to forego collection of tax gross-up charges from Carmel, which would be due if the reimbursements (or any part thereof) were deemed to be contributions in aid of construction taxable to DEI: A. Carmel represents and warrants that the Phase II (North) Project and all reimbursements for costs to DEI under this Agreement are made pursuant to a Pub. Law 115-97, Section 13312(b)(2) (12/22/2017), which master development plan was approved by a governmental entity prior to December 22, 2017, and that payments to DEI made under this Agreement qualify for the exception specified in Pub. Law 115-97, Section 13312(b)(2) (12/22/2017), which exempts the reimbursements from being deemed to be contributions in aid of construction, taxable to DEI under 26 U.S.C. Section 118(b)(2); 9 B. contrary to those representations or that would cause those representations to be challenged except to the extent required by applicable law or regulation; and C. -up charges from Carmel, which would be due if the reimbursements (or any part thereof) were deemed to be contributions in aid of construction taxable to DEI, Carmel hereby covenants and agrees to indemnify and to hold harmless DEI from and against any claim, liability, damages or loss, including any tax, penalties, or interest resulting warranties made by the Carmel under this Section or any finding that any representation or warranty under this Section is false or inaccurate in whole or in part. Section 25 Non-Precedent Setting: The City agrees that this Project is non-precedent setting. No agreement in respect to this Project may be used as basis to claim waiver, acquiescence or agreement by DEI to any other future project. 9 9 9IL.L 9 9 9 9 9 9 9 9 9 9 9 9 2022 Health Plan Amendment 1 AMENDMENT TO THE CITY OF CARMEL EMPLOYEE HEALTH BENEFIT PLAN WHEREAS, the City of Carmel (“Plan Sponsor”), by action of its governing body, adopted the City of Carmel Employee Health Benefit Plan (the “Plan”) effective February 1, 1992, and subsequently modified the Plan by a full restatement effective January 1, 2021; and WHEREAS, authority to amend the Plan is granted therein; and WHEREAS, Plan Sponsor wishes to amend the restated Plan. NOW, THEREFORE, effective January 1, 2022, the Plan is amended as follows. 1. Under SCHEDULE OF MEDICAL BENEFITS (PLAN A) the benefit limits for PREVENTIVE SERVICES and PREVENTIVE SERVICES FOR WOMEN are amended to read as follows: PREVENTIVE SERVICES 100% 100% Deductible Applies:No Yes Preventive Care Services as required under the Patient Protection and Affordable Care Act (PPACA). See PREVENTIVE SERVICES under DESCRIPTION OF MEDICAL SERVICES for more detailed information. PREVENTIVE SERVICES FOR WOMEN 100% 100% Deductible Applies: No Yes Preventive Services for Women as required under the Patient Protection and Affordable Care Act (PPACA). See PREVENTIVE SERVICES under DESCRIPTION OF MEDICAL SERVICES for more detailed information. 2. Under SCHEDULE OF BENEFITS (PLAN B) the benefit limits for PREVENTIVE SERVICES and PREVENTIVE SERVICES FOR WOMEN are amended to read as follows: PREVENTIVE SERVICES 100% 60% Copay Applies: No No Deductible Applies: No Yes Preventive Care Services as required under the Patient Protection and Affordable Care Act (PPACA). See PREVENTIVE SERVICES under DESCRIPTION OF MEDICAL SERVICES for more detailed information. PREVENTIVE SERVICES FOR WOMEN 100% 60% Copay Applies: No No Deductible Applies: No Yes Preventive Services for Women as required under the Patient Protection and Affordable Care Act (PPACA). See PREVENTIVE SERVICES under DESCRIPTION OF MEDICAL SERVICES for more detailed information. 3. Under DESCRIPTION OF MEDICAL BENEFITS, the section on PREVENTIVE SERVICES is amended to read as follows: 2022 Health Plan Amendment 2 PREVENTIVE SERVICES Charges for preventive services as follows: Preventive Care Services as required under the Patient Protection and Affordable Care Act (PPACA) include the following: 1. Evidence-based items or services with an A or B rating recommended by the United States Preventive Services Task Force; 2. Vaccinations for routine use in children, adolescents or adults recommended by the Advisory Committee on Immunization Practices of the Centers for Disease Control and Prevention; 3. Evidence-informed preventive care and screenings provided for in comprehensive guidelines supported by HRSA for women. 4. The complete list of recommendations and guidelines can be found at: http://www.healthcare.gov/center/regulations/prevention/recommendations.html. Services as shown above include routine or periodic exams (including school enrollment exams, but excluding sports exams), vaccinations (including many childhood vaccines, age 60+ shingles vaccines and some travel vaccines),, pelvic exams, pap tests, labs or x-rays, annual dilated eye examinations for diabetic retinopathy, routine vision screenings for disease or abnormality, routine hearing screenings, routine mammograms, routine PSA tests, bone density tests, routine colorectal cancer examinations and related lab tests, and routine colonoscopies. Also included under preventive services are costs for physician-supervised tobacco-cessation and hospital-sponsored non-surgical weight loss programs. Any weight loss program must receive approval from the Plan Administrator prior to the date the participant starts the program. Participants are responsible for the up-front cost of such a program, and will be reimbursed 100% of that cost upon confirmation of successful completion. Charges for preventive services for women as follows: 1. Annual well-woman preventive care visit for adult women to obtain recommended age and developmentally-appropriate services, including preconception and prenatal care (additional visits are covered, if necessary, to obtain all recommended preventive services based on risk factors and health status); 2. Gestational diabetes screening for women 24-28 weeks pregnant, and those at high risk of developing gestational diabetes; 3. Human papillomavirus (HPV) DNA testing for women age 30 and older every three years, regardless of pap smear results; 4. Annual counseling on sexually transmitted infections for sexually-active women; 5. Annual screening and counseling on human immunodeficiency virus (HIV) infections for sexually active women; 6. All FDA-approved contraceptive methods, sterilization procedures, patient education and counseling, excluding abortifacient drugs. FDA-approved oral contraceptives will be covered with no cost sharing when a generic (if available) is dispensed. If a participant requests brand when generic is available, the participant will be responsible for the applicable deductible (Plan A) or copay (Plan B). 2022 Health Plan Amendment 3 7. Comprehensive lactation support and counseling from trained providers, as well as rental fees for breastfeeding equipment for pregnant and postpartum women; and 8. Screening and counseling for interpersonal and domestic violence. Charges for specified prescription drugs and/or medical treatment for individuals diagnosed with certain chronic conditions, as identified in IRS Notice 2019-45 and listed below. 1.Angiotensin Converting Enzyme (ACE) inhibitors Congestive heart failure, diabetes, and/or coronary artery disease 2.Anti-resorptive therapy Osteoporosis and/or osteopenia 3.Beta-blockers Congestive heart failure and/or coronary artery disease 4.Blood pressure monitor Hypertension 5. Inhaled corticosteroids Asthma 6.Insulin and other glucose lowering agents Diabetes 7.Retinopathy screening Diabetes 8.Peak flow meter Asthma 9.Glucometer Diabetes 10.Hemoglobin A1C testing Diabetes 11.International Normalized Ratio (INR) testing Liver disease and/or bleeding disorders 12.Low-density Lipoprotein (LDL) testing Heart disease 13.Selective Serotonin Reuptake Inhibitors (SSRIs) Depression 14.Statins Heart disease and/or diabetes 4. The following statement is added to the SCHEDULE OF PRESCRIPTION DRUG BENEFITS. The IRS has determined that certain prescription drugs used to treat certain chronic conditions can be classified as preventive care for someone with that condition and not subject to a deductible or copay. See SCHEDULE OF MEDICAL BENEFITS/PREVENTIVE SERVICES and DESCRIPTION OF MEDICAL BENEFITS/PREVENTIVE SERVICES for additional information. In all other respects the Plan remains unchanged. 2022 Health Plan Amendment 4 CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety ___________________________________ James Brainard, Presiding Officer Date: ______________________ ___________________________________ Mary Ann Burke, Board Member Date: ______________________ ___________________________________ Lori Watson, Board Member Date: ______________________ ATTEST: ___________________________________ Sue Wolfgang, Clerk Date: ______________________