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HomeMy WebLinkAboutPaperless Packet for BPW 05.04.22Board of Public Works and Safety Meeting Agenda Wednesday, May 4, 2022 – 10:00 a.m. Council Chambers City Hall, One Civic Square MEETING CALLED TO ORDER 1. MINUTES a. Minutes from the April 20, 2022, Regular Meeting 2. PERFORMANCE BOND RELEASE / REDUCTION APPROVAL REQUESTS a. Resolution BPW 05-04-22-05; The Grove at Legacy, Section 5; Paving and Street Signage; PM Development Holdings, LLC b. Resolution BPW 05-04-22-06; Bear Creek, Section 2; Erosion Control; Pulte Homes 3. CONTRACTS a. Request for Purchase of Goods and Services; American Structurepoint, Inc.; ($362,596.00); 20-ENG-02 - 106th Street and College Avenue RAB - Construction Engineering - 2020 Road Bond; Jeremy Kashman, Director of Engineering b. Request for Purchase of Goods and Services; CC&T Construction, Inc.; ($30,000.00); 126th Street and Terrace Drive - Concrete Road Panels; Lee Higginbotham, Street Commissioner c. Request for Purchase of Goods and Services; A&S General Construction; ($1,540.00); Carmel Data Center Project; CO #2; James Crider, Director of Administration d. Request for Purchase of Goods and Services; Frederick’s, Inc.; ($20,970.00); Carmel Data Center Project; CO #2; James Crider, Director of Administration e. Request for Purchase of Goods and Services; HIS Constructors; ($24,534.71); 20-SW- 09 & 17-SW-14 - Pennsylvania and City Center Roundabout; CO #2; Jeremy Kashman, Director of Engineering f. Request for Purchase of Goods and Services; CIM Audio Visual, Inc.; ($304,377.00); AV Package – Fire Admin Building; Additional Services Amendment; Chief David Haboush, Carmel Fire Department g. Request for Purchase of Goods and Services; JAF Property Services, Inc.; ($34,350.00); Carmel Data Center Project – Access Control; James Crider, Director of Administration h. Request for Purchase of Goods and Services; Midwest Distribution Group, LLC d/b/a Midwest Golf & Turf; ($360,542.00); Lease – Golf Cars; Bob Higgins, Brookshire Golf Club i. Request for Purchase of Goods and Services; Nelson Alarm Company; ($8,734.00); Carmel Data Center Project – Fire/Burglar Alarm System; James Crider, Director of Administration j. Request for Purchase of Goods and Services; Pyrotecnico Fireworks, Inc.; ($79,500.00); Fireworks Display on July 4, 2022; Nancy Heck, Director of Community Relations k. Resolution BPW 05-04-22-01; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between City and Vendor; Golf Complete, Inc. d/b/a FOREUP; ($21,170.00); Advertising and Service Plan; Addendum to Agreement; Bob Higgins, Brookshire Golf Club l. Resolution BPW 05-04-22-02; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between City and Vendor; Smock Fansler Corporation; ($67,230.00); Hanover Fountain Repair; Lee Higginbotham, Street Commissioner m. Resolution BPW 05-04-22-03; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between City and Vendor; Volkert, Inc.; ($5,115.00); 20-ENG-03 – 560 3rd Ave SW Parcel 1– Appraisal 2; Additional Services Amendment; Jeremy Kashman, Director of Engineering n. Resolution BPW 05-04-22-04; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between City and Vendor; Volkert, Inc.; ($2,000.00); 20-ENG-02 – 106th & College RAB – Parcel 10 – Appraisal #2; Additional Services Amendment; Jeremy Kashman, Director of Engineering o. Request for Purchase of Goods and Services; Ram Construction Services of Michigan, Inc.; ($470,183.00); Keystone Bridgedeck Overlay and 106th/126th Over Keystone Bridge Rehabilitation; Lee Higginbotham, Street Commissioner p. Request for Purchase of Goods and Services; Rieth-Riley Construction Co., Inc.; ($62,743.00); 126th Street Over Keystone Parkway – Bridge Repair; Lee Higginbotham, Street Commissioner q. Request for Purchase of Goods and Services; TouchPhrase Development d/b/a Julota ; ($4,526.00); Software as a Service License Agreement; Chief David Haboush, Carmel Fire Department and Chief Jeffrey Horner, Carmel Police Department r. Request for Purchase of Goods and Services; Traliant Holdings, LLC.; ($4,798.36); Culture of Diversity Equity and Inclusion Program; Chief Jeffrey Horner, Carmel Police Department s. Request for Purchase of Goods and Services; Rieth-Riley Construction Co., Inc.; ($3,330,287.43); 2022 Paving Program - Resurfacing; Lee Higginbotham, Street Commissioner 4. REQUEST TO USE CITY STREETS/PROPERTY a. Request Date Change of Previously Approved Midtown Plaza Use; Educational Hands- Free CPR Event; Original Date - April 24, 2022; New Date - May 28, 2022, 2:00 PM - 6:00 PM; Tim Griffin, Carmel Fire Department b. Request to Use Horseferry Circle Roundabout in West Clay; Roundabout Drive for Cancer; May 11, 2022; 9:00 AM – 3:00 PM; Dave Dugan, Cancer Support Services c. Request to Use Civic Square Gazebo; Indiana Wind Symphony Concert; June 10, 2022 and August 26, 2022; 3:00 PM – 9:00 PM; Charles P. Conrad d. Request to Close Street; Main Street - From Range Line to Just East of 1st Ave NE; Street Party with Live Music Stage; October 1, 2022; 2:00 PM – 1:00 AM; Sondra Schwieterman, Late Night on Main / Carmel PorchFest, Inc. e. Request to Use City Hall Caucus Room; City of Carmel Chinese Mooncake Festival Planning Meeting; May 26, 2022; 4:00 6M – 6:00 PM; Meg Osborne f. Request to Use City Hall Caucus Room; City of Carmel Chinese Mooncake Festival Planning Meeting; June 24, 2022; 4:00 PM – 6:00 PM; Meg Osborne g. Request to Use City Hall Caucus Room; City of Carmel Chinese Mooncake Festival Planning Meeting; July 29, 2022; 4:00 PM – 6:00 PM; Meg Osborne h. Request to Use City Hall Caucus Room; City of Carmel Chinese Mooncake Festival Planning Meeting; August 26, 2022; 4:00 PM – 6:00 PM; Meg Osborne i. Request to Use Midtown Plaza and Restrict Parking; Pedegopalooza - Pedego Carmel Customer Appreciation Event and Celebration of Bicycles; Plaza - July 3, 2022, 8:00 AM – 1:30 PM; Restricted Parking July 1, 6:00 PM - July 3, 2022, 5:00 PM; Janet Sharp Freedman and Kevin W. Whited j. Request to Close City Street; Road Closure on Veterans Way; Unveiling of Public Art “Swing Me Higher Mama”; May 14, 2022; 3:00 PM – 7:00 PM; Ann O’Brien, City of Carmel k. Request to Use Civic Square Gazebo / Japanese Garden; Wedding Ceremony; September 23, 2022; 6:00 PM – 8:00 PM; Kara Rowe 5. OTHER a. Resolution BPW 05-04-22-07; A Resolution of the City of Carmel Board of Public Works and Safety Approving the Transfer and Presentation of Pistol and Badge for Master Patrol Officer Brian E. Schmidt; Chief Jeffrey Horner, Carmel Police Department b. Request for Consent to Encroach and Variance; 14275 Gray Oaks Court; Douglas and Cari Dobson, Property Owners c. Request for Dedication and Deed of Public Right-of-Way; 18-ENG-05 - Carmel High School Building Corporation; Jeremy Kashman, Director of Engineering d. Request for Dedication and Deed of Public Right-of-Way; 11530 Illinois Street; Bank of America; Property Owners e. Request for Grant of Perpetual Storm Water Quality Management Easement; 1717 West 136th Street; Chris Shrader, Drees Premier Homes f. Request for Grant of Perpetual Storm Water Quality Management Easement; 10155 Ditch Road; Bharat Patel, Property Owner g. Request for Lane Restrictions; 9696 Ditch Road; AES h. Request for Path Closure / Open Pavement Cut; 10207 Ditch Road; Josh Delacruz, Wise Building Solutions i. Request for Secondary Plat; The Courtyards of Carmel, Section 2; Brett Huff, Kimley- Horn j. Request for Street Closure; Portion of 3rd Avenue SW; Savor Restaurant - 211 West Main Street - Hosting IU Health Fundraiser; Property Owners k. Request for Waiver of BPW Resolution No. 04-28-17-01; AT&T Small Cell Permit No. SC-2022-0004; 11103 Towne Road / 2893 West 116th Street / 10657 Towne Road / 10642 Ditch Road; Steve Carr, AT&T 6. ADJOURNMENT Board of Public Works and Safety Meeting 1 Minutes 2 Wednesday, April 20, 2022 – 10:00 a.m. 3 Council Chambers City Hall, One Civic Square 4 5 MEETING CALLED TO ORDER 6 7 Board Members Mary Ann Burke called the meeting to order at 10:01 AM 8 9 MEMBERS PRESENT 10 11 Board Member Mary Ann Burke, Board Member Lori Watson, and Deputy Clerk Holly Harmeyer were present. 12 13 MINUTES 14 15 Minutes from the April 6, 2022 Regular Meeting. Board Member Burke moved to approve. Board Member Watson 16 seconded. Request approved 2-0. 17 18 BID/QUOTE OPENINGS AND AWARDS 19 20 Bid Award for 2022 Paving; Crystal Edmondson, Street Department, recommended awarding the bid to Rieth-21 Riley, as they were the lowest responsive bidder. Board Member Burke moved to award the bid to Rieth-Riley in 22 the amount of $3,330,287.43. Board Member Watson seconded. Award approved 2-0. 23 24 Bid Award for 116th St, Carmel Dr, Main St, and Smoky Row Rd over Keystone Pkwy Bridge Rehabilitations; 25 Crystal Edmondson, Street Department, recommended awarding the bid to RAM Construction, as they were the 26 lowest responsive bidder. Board Member Burke moved to award the bid to RAM Construction in the amount of 27 $470,183.00. Board Member Watson seconded. Award approved 2-0. 28 29 Bid Award for 126th Steet over Keystone Pkwy Bridge Beam Repairs; Crystal Edmondson, Street Department, 30 recommended awarding the bid to Rieth-Riley, as they were the lowest responsive bidder. Board Member Burke 31 moved to award the bid to Rieth-Riley in the amount of $62,743.00. Board Member Watson seconded. Award 32 approved 2-0. 33 34 CONTRACTS 35 36 Request for Purchase of Goods and Services; Calumet Civil Contractors, Inc.; ($0); #16-ENG-37 – Roundabout 37 Improvements – 116th Street and Medical Drive at Range Line Road; CO #1; Updated Completion Date of April 38 27, 2022; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 39 40 Request for Purchase of Goods and Services; HIS Constructors; ($152,006.80); 20-SW-09 & 17-SW-14 - Sister 41 Cities Garden and Monon Ditch Encapsulation; CO #1; Board Member Burke moved to approve. Board Member 42 Watson seconded. Request approved 2-0. 43 44 45 46 47 48 REQUEST TO USE CITY STREETS/PROPERTY 49 50 Request to Acknowledge Mayor’s Approval to Use Parking Spaces on Elm Street – 3rd Ave SW to Monon 51 Boulevard; First Merchants Bank TV Commercial Filming; April 14, 2022; 7:00 AM – 8:00 PM; Board Member 52 Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 53 54 Request to Use Children’s Art Gallery Garden; Art in the Garden; June 11/July 9/August 13/September 55 10/October 8 / November 12/ December 10, 2022; 3:00 PM – 9:00 PM; Board Member Burke moved to approve. 56 Board Member Watson seconded. Request approved 2-0. 57 58 Request to Use Monon & Main Plaza / Street Closures in the CADD; Artomobilia; August 27, 2022; 6:00 AM – 59 8:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 60 61 Request to Use Carmel Porchfest Spaces; Carmel on Canvas Plein Air Art Competition; September 16 at 7:00 62 AM – September 18, 2022 at 5:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. 63 Request approved 2-0. 64 65 Request to Use Carter Green / Civic Square Fountain / Civic Square Gazebo / Street Closures; CarmelFest – 66 Festival/Parade/Fireworks; July 2, 2022 at 2:00 PM – July 5, 2022 at 8:00 AM; Board Member Burke moved to 67 approve. Board Member Watson seconded. Request approved 2-0. 68 69 Request to Use Midtown Plaza; Movie Viewing – “2040”; June 16, 2022; 6:30 PM – 10:00 PM; Board Member 70 Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 71 72 Request to Use Civic Square Gazebo; Book Club Meeting; May 23, 2022; 6:00 PM – 8:00 PM; Board Member 73 Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 74 75 Request to Use Civic Square Gazebo; Book Club Meeting; June 27, 2022; 6:00 PM – 8:00 PM; Board Member 76 Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 77 78 Request to Use Civic Square Gazebo; Book Club Meeting; July 25, 2022; 6:00 PM – 8:00 PM; Board Member 79 Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 80 81 Request to Use Midtown Plaza / Lane Restrictions; City of Carmel Chinese Mooncake Festival; September 10, 82 2022; 12:00 PM – 9:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 83 approved 2-0. 84 85 Request to Use Carter Green; CHS Cheftacular – Ticketed Public Chef Tasting Event; May 2, 2022; 11:00 AM 86 – 10:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 87 88 Request to Use Palladium East Paver Patio; Fove for Fighting - Concert and Dinner Service; May 21, 2022; 89 1:00 PM – 10:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 90 approved 2-0. 91 92 Request to Use Midtown Plaza / Stage; Holiday PorchFest - Live Music; December 10, 2022; 12:00 PM – 5:00 93 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 94 95 Request to Use Monon & Main Plaza / Main Street and Range Line Road Closures; Carmel International Arts 96 Festival 2022; September 23 at 3:00 PM - 7:00 PM September 25, 2022; Board Member Burke moved to approve. 97 Board Member Watson seconded. Request approved 2-0. 98 99 Request to Use / Close Main Street – From Range Line Road to 2nd Avenue NW; Late Night on Main; July 16, 100 2022; 2:00 PM – 1:00 AM; Board Member Burke moved to approve. Board Member Watson seconded. Request 101 approved 2-0. 102 103 Request to Use / Close Main Street – From Range Line Road to 2nd Avenue NW; Late Night on Main; September 104 16, 2022; 2:00 PM – 1:00 AM; Board Member Burke moved to approve. Board Member Watson seconded. 105 Request approved 2-0. 106 107 Request to Use Midtown Plaza; Woods on Wheels – Lumberday - Earth Day Pop-up Museum; April 22, 2022; 108 8:00 AM – 4:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 109 approved 2-0. 110 111 Request to Use Palladium East Paver Patio; Lunn – Offenbach Wedding; Rehearsal is October 21, 2022 5:30 112 PM – 6:30 PM; Ceremony is October 22, 2022 2:30 PM – 6:30 PM; Board Member Burke moved to approve. 113 Board Member Watson seconded. Request approved 2-0. 114 115 Request to Use Midtown Plaza; NBA Draft Viewing Party; June 23, 2022; 5:00 PM – 10:00 PM; Board Member 116 Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 117 118 Request to Use Civic Square Gazebo; International Yoga Day; June 21, 2022; 1:00 PM – 8:00 PM; Board 119 Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 120 121 Request to Use Midtown Plaza; Yoga on Midtown Plaza Lawn; July 23, 2022; 10:00 AM – 1:00 PM; Board 122 Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 123 124 OTHER 125 126 Resolution BPW 04-20-22-01; A Resolution of the City of Carmel Board of Public Works and Safety Approving 127 the Transfer and Presentation of Pistol and Badge for Deputy Chief Aaron K. Dietz; Board Member Burke 128 moved to approve. Board Member Watson seconded. Request approved 2-0. 129 130 Request for Consent to Encroach and Variance; 5058 St. Charles Place; Board Member Burke moved to 131 approve. Board Member Watson seconded. Request approved 2-0. 132 133 Request for Grant of Perpetual and Non-Exclusive Easement; Duke Energy Indiana, LLC; Kawachinagano 134 Japanese Garden; Board Member Burke moved to approve. Board Member Watson seconded. Request 135 approved 2-0. 136 137 Request for Lane Restrictions / Open Pavement Cut; 704 Pawnee Road; Board Member Burke moved to 138 approve. Board Member Watson seconded. Request approved 2-0. 139 140 Request for Waiver of BPW Res. No. 04-28-17-01; Small Cell - Node 13 at 13608 Ditch Road / Node 14 at 1694 141 W Main Street; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 142 2-0. 143 144 Request for New Curb Cut; 140 North Range Line Road – Off 2nd Street NW; Board Member Burke moved to 145 approve. Board Member Watson seconded. Request approved 2-0. 146 147 Request for Secondary Plat; Hamilton Crossing East, Lot 2; Board Member Burke moved to approve. Board 148 Member Watson seconded. Request approved 2-0. 149 150 ADD-ONS 151 152 Request for Purchase of Goods and Services; Rieth-Riley Construction; ($67,144.18); 20-ENG-01 – Smoky 153 Row Road Reconstruction from Old Meridian Road to Range Line Road; CO #1; Chris Ogg, Department of 154 Engineering presented. Board Member Burke moved to add-on the Resolution to the agenda. Board Member 155 Watson seconded. Adding of Resolution approved 2-0; Board Member Burke moved to approve the request. Board 156 Member Watson seconded. Request approved 2-0. 157 158 ADJOURNMENT 159 160 Board Member Burke adjourned the meeting at 10:06 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 CzTfshfzHsfdivlijobu:;44bn-Bqs39-3133 CzTfshfzHsfdivlijobu23;29qn-Bqs39-3133 CC&T Construction, Inc. Street Department - 2022 Appropriation #2201 2201 43-502.00 Motor Vehicle Highway Fund; P.O. #106482 Contract Not To Exceed $30,000.00 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\\Downloads\\CC&T Construction, Inc. Goods and Services.docx:4/27/2022 9:38 AM\] 2 CC&T Construction, Inc. Street Department - 2022 Appropriation #2201 2201 43-502.00 Motor Vehicle Highway Fund; P.O. #106482 Contract Not To Exceed $30,000.00 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\\Downloads\\CC&T Construction, Inc. Goods and Services.docx:4/27/2022 9:38 AM\] 3 CC&T Construction, Inc. Street Department - 2022 Appropriation #2201 2201 43-502.00 Motor Vehicle Highway Fund; P.O. #106482 Contract Not To Exceed $30,000.00 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 Street Department Office of Corporation Counsel st3400W131 Street One Civic Square Carmel, Indiana 46074 Carmel, Indiana 46032 If to Vendor: CC&T Construction, Inc. 5051 Prospect Street Indianapolis, Indiana 46203 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\\Downloads\\CC&T Construction, Inc. Goods and Services.docx:4/27/2022 9:38 AM\] 4 CC&T Construction, Inc. Street Department - 2022 Appropriation #2201 2201 43-502.00 Motor Vehicle Highway Fund; P.O. #106482 Contract Not To Exceed $30,000.00 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, 2022 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\\Downloads\\CC&T Construction, Inc. Goods and Services.docx:4/27/2022 9:38 AM\] 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 CzTfshfzHsfdivlijobu21;36bn-Bqs37-3133 24/22 A&SGENERAL CONSTRUCTION DILLON CONSTRUCTION GROUP CARMEL DATA CENTER CHANGE ORDER WAII MOUNT TV REPLECE THIS WOULD BETHE PRICE FOR REPLACING THE WALL MOUNT TV THE REPLACEMENT REQUIERES REMOVING THE METAL FRAME AND REBUILDING THE WALL AND INSTALLING THE NEW 4BOXES OR WALL MOUNT TV THIS PRICE INCLUDES MATERIAL AND LABOR CzTfshfzHsfdivlijobu21;35bn-Bqs37-3133 CzTfshfzHsfdivlijobu3;52qn-Bqs36-3133 CzTfshfzHsfdivlijobu22;38bn-Bqs36-3133 CzTfshfzHsfdivlijobu9;57bn-Bqs39-3133 JAF Property Services, Inc. Administration Department - 2022 Appropriation # 1205 0 44-628.71 2021 IT Data Center Bond Fund; P.O. #106444, 106445 Contract Not To Exceed $34,350.00 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\\Downloads\\JAF Property Services, Inc. Goods and Services.docx:4/14/2022 2:28 PM\] 2 JAF Property Services, Inc. Administration Department - 2022 Appropriation # 1205 0 44-628.71 2021 IT Data Center Bond Fund; P.O. #106444, 106445 Contract Not To Exceed $34,350.00 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\\Downloads\\JAF Property Services, Inc. Goods and Services.docx:4/14/2022 2:28 PM\] 3 JAF Property Services, Inc. Administration Department - 2022 Appropriation # 1205 0 44-628.71 2021 IT Data Center Bond Fund; P.O. #106444, 106445 Contract Not To Exceed $34,350.00 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 Administration Department Office of Corporation Counsel One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 If to Vendor: JAF Property Services, Inc. 8020 Bay Brook Drive Indianapolis, Indiana 46256 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\\Downloads\\JAF Property Services, Inc. Goods and Services.docx:4/14/2022 2:28 PM\] 4 JAF Property Services, Inc. Administration Department - 2022 Appropriation # 1205 0 44-628.71 2021 IT Data Center Bond Fund; P.O. #106444, 106445 Contract Not To Exceed $34,350.00 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, 2022 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 ithas verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The 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\\Downloads\\JAF Property Services, Inc. Goods and Services.docx:4/14/2022 2:28 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 CzTfshfzHsfdivlijobu23;1:qn-Bqs38-3133 Midwest Distribution Group, LLC Brookshire Golf Course - 2022 Appropriation #1207 101 44-635.00 Fund; P.O. #106474 Contract Not To Exceed $360,542.00 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\\Downloads\\Midwest Distribution Group, LLC Goods and Services.docx:4/27/2022 10:48 AM\] 2 Midwest Distribution Group, LLC Brookshire Golf Course - 2022 Appropriation #1207 101 44-635.00 Fund; P.O. #106474 Contract Not To Exceed $360,542.00 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\\Downloads\\Midwest Distribution Group, LLC Goods and Services.docx:4/27/2022 10:48 AM\] 3 Midwest Distribution Group, LLC Brookshire Golf Course - 2022 Appropriation #1207 101 44-635.00 Fund; P.O. #106474 Contract Not To Exceed $360,542.00 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 itis 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 Brookshire Golf Course Office of Corporation Counsel 12120 Brookshire Pkwy One Civic Square Carmel, Indiana 46033 Carmel, Indiana 46032 If to Vendor: Midwest Distribution Group, LLC PO Box 629 Mason, Ohio 45040 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\\Downloads\\Midwest Distribution Group, LLC Goods and Services.docx:4/27/2022 10:48 AM\] 4 Midwest Distribution Group, LLC Brookshire Golf Course - 2022 Appropriation #1207 101 44-635.00 Fund; P.O. #106474 Contract Not To Exceed $360,542.00 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, 2022 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\\Downloads\\Midwest Distribution Group, LLC Goods and Services.docx:4/27/2022 10:48 AM\] 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 y CarmelCity®f Carmel INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 Page 1 of 1 PURCHASE ORDER NUMBER v JJ// JL FEDERAL EXCISE TAX EXEMPT 106474 THIS NUMBER MUST APPEAR ON INVOICES, AIPONECIVICSQUARE35-6000972 VOUCHER DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 4/21/2022 00350263 MIDWEST GOLF & TURF Brookshire Golf Course VENDOR PO BOX 629 SHIP 12120 Brookshire Pkwy. TO Carmel, IN 46033- MASON, OH 45040 - Pamela Lister (317) 846-7431 PURCHASE ID BLANKET CONTRACT PAYMENTTERMS FREIGHT 65195 QUANTITY UNIT OF MEASURE DESCRIPTION I UNIT PRICE EXTENSION Department: 1207 Fund: 101 General Fund Account: 44-635.00 1 Each Lease G OF CA64f4 360,542.00 $360,542.00 Sub Total $360,542.00 Send Invoice To: i s Brookshire Golf Course Pamela Lister 12120 Brookshire Pkwy. 70wvnCarmel, IN 46033- 317) 846-7431 PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $360,542.00 SHIPPING INSTRUCTIONS ' AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE ISAN UNOBLIGATED BALANCE IN C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABE THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 194 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Bob Higgins TITLE General Manager/Superintendent CONTROL NO. 106474 CONTROLLER CzTfshfzHsfdivlijobu9;58bn-Bqs39-3133 Nelson Alarm Company Administration Department - 2022 Appropriation # 1205 0 44-628.71 2021 IT Data Center Bond Fund; P.O. #: 106446 Contract Not To Exceed $8,734.00 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\\Downloads\\Nelson Alarm Company Goods and Services.docx:4/14/2022 2:33 PM\] 2 Nelson Alarm Company Administration Department - 2022 Appropriation # 1205 0 44-628.71 2021 IT Data Center Bond Fund; P.O. #: 106446 Contract Not To Exceed $8,734.00 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\\Downloads\\Nelson Alarm Company Goods and Services.docx:4/14/2022 2:33 PM\] 3 Nelson Alarm Company Administration Department - 2022 Appropriation # 1205 0 44-628.71 2021 IT Data Center Bond Fund; P.O. #: 106446 Contract Not To Exceed $8,734.00 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 Administration Department Office of Corporation Counsel One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 If to Vendor: Nelson Alarm Company 2602 E 55th Street Indianapolis, Indiana 46220 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\\Downloads\\Nelson Alarm Company Goods and Services.docx:4/14/2022 2:33 PM\] 4 Nelson Alarm Company Administration Department - 2022 Appropriation # 1205 0 44-628.71 2021 IT Data Center Bond Fund; P.O. #: 106446 Contract Not To Exceed $8,734.00 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, 2022 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\\Downloads\\Nelson Alarm Company Goods and Services.docx:4/14/2022 2:33 PM\] 5 Exhibit A 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 PyrotecnicoFireworks, Inc. DepartmentofCommunityRelations-2022 Appropriation #120310143-590.03Fund; P.O.#106394 CzKpoPcfsmboefsbu3;11qn-Bqs38-3133ContractNotToExceed $79,500.00 AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES (“Agreement”) is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (“City”), and Pyrotecnico Fireworks, Inc.,an entity duly authorized to do business in the State of Indiana (“Vendor”). TERMS AND CONDITIONS 1.ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement’sterms and conditions. 2.PERFORMANCE: City agrees to purchase the goods and/or services (the “Goods and Services”) from Vendor using City budget appropriation number1203 101 43-590.03funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all times the highest technical and industry standards. 3.PRICE AND PAYMENT TERMS: 3.1Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more thanSeventy Nine Thousand Five Hundred Dollars($79,500.00)(the “Estimate”). Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such Goods and Services within thirty-five(35) days after the date of City’sreceipt of Vendor'sinvoice detailing same, so long as and to the extent such Goods and Services are not disputed, are in conformancewith the specifications set forth in Exhibit A, are submitted on an invoice that contains the information contained on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. 3.2Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof. 4.WARRANTY: Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by City and/or by Vendorto and accepted by City, all of which documents are incorporated herein by reference, and that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from defect. Vendor acknowledges that it knows of City’sintended useand expressly warrants that the Goods and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City’s stated use and are fit and sufficient for their particular purpose. 5.TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same (“Effective Date”), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. S:\\joberlander\\Contracts\\Pyrotecnico Fireworks Inc. Goods and Services JAO 4.26.22 Signed.doc:4/26/2022 3:07 PM\] 1 PyrotecnicoFireworks, Inc. DepartmentofCommunityRelations - 2022 Appropriation #120310143-590.03Fund; P.O. #106394 ContractNotToExceed $79,500.00 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. 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 a Certificate of Insurance that evidences such coverage, 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’sprovision of Goods and Services pursuant to or under this Agreement or Vendor’s use of City property. Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor’s agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. S:\\joberlander\\Contracts\\Pyrotecnico Fireworks Inc. Goods and Services JAO 4.26.22 Signed.doc:4/26/2022 3:07 PM\] 2 PyrotecnicoFireworks, Inc. DepartmentofCommunityRelations - 2022 Appropriation #120310143-590.03Fund; P.O. #106394 ContractNotToExceed $79,500.00 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 isenrolled 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, itshall fully comply with the Indiana E-Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E- Verify program cease to exist. 13. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 14. NON-ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City’s prior written consent. 15. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement S:\\joberlander\\Contracts\\Pyrotecnico Fireworks Inc. Goods and Services JAO 4.26.22 Signed.doc:4/26/2022 3:07 PM\] 3 PyrotecnicoFireworks, Inc. DepartmentofCommunityRelations - 2022 Appropriation #120310143-590.03Fund; P.O. #106394 ContractNotToExceed $79,500.00 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 isthe 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 Department of Community Relations Office of Corporation Counsel One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 If to Vendor: Pyrotecnico Fireworks, Inc. 299 Wilson Road New Castle, Pennsylvania 16101 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 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate. S:\\joberlander\\Contracts\\Pyrotecnico Fireworks Inc. Goods and Services JAO 4.26.22 Signed.doc:4/26/2022 3:07 PM\] 4 PyrotecnicoFireworks, Inc. DepartmentofCommunityRelations - 2022 Appropriation #120310143-590.03Fund; P.O. #106394 ContractNotToExceed $79,500.00 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’stime 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’sauthorization 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 July 31, 2022 and may be renewed by written agreement of 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 Agreementmeans an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Vendor. 26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 27. IRAN CERTIFICATION S:\\joberlander\\Contracts\\Pyrotecnico Fireworks Inc. Goods and Services JAO 4.26.22 Signed.doc:4/26/2022 3:07 PM\] 5 PyrotecnicoFireworks, Inc. DepartmentofCommunityRelations - 2022 Appropriation #120310143-590.03Fund; P.O. #106394 ContractNotToExceed $79,500.00 Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, itdoes not engage in investment activities within the Country of Iran. 28. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 29. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA Pyrotecnico Fireworks, Inc. by and through its Board of Public Works and Safety By: By: James Brainard, Presiding OfficerAuthorized Signature Date: Lynn Ann Hamed Printed Name Mary Ann Burke, Member Date: Corporate Secretary Title Lori S. Watson, MemberFID/TIN: 25-1700772 Date: ATTEST: Date: April 26, 2022 Sue Wolfgang, Clerk Date: S:\\joberlander\\Contracts\\Pyrotecnico Fireworks Inc. Goods and Services JAO 4.26.22 Signed.doc:4/26/2022 3:07 PM\] 6 CzTfshfzHsfdivlijobu21;14bn-Bqs39-3133 Ram Construction Services of Michigan, Inc. Street Department - 2022 Appropriation #2201 2201 43-502.00 Motor Vehicle Highway Fund; P.O. # 104892, 106448 Contract Not To Exceed $470,183.00 upon City’s stated use and are fit and sufficient for their particular purpose. 5. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same (“Effective Date”), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense. 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. 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 C:\\Users\\clivingston\\Downloads\\Ram Construction Services of Michigan, Inc. Goods and Services.docx:4/21/2022 8:53 AM\] 2 Ram Construction Services of Michigan, Inc. Street Department - 2022 Appropriation #2201 2201 43-502.00 Motor Vehicle Highway Fund; P.O. # 104892, 106448 Contract Not To Exceed $470,183.00 obligations shall survive the termination of this Agreement. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor’s performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. E-VERIFY: Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the “Indiana E-Verify Law”), Vendor is required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein as Exhibit D, affirming that it is enrolled and participating in the E-verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E- Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E- Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease to exist. 13. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 14. NON-ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City’s prior written consent. 15. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement 16. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws ofthe State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive C:\\Users\\clivingston\\Downloads\\Ram Construction Services of Michigan, Inc. Goods and Services.docx:4/21/2022 8:53 AM\] 3 Ram Construction Services of Michigan, Inc. Street Department - 2022 Appropriation #2201 2201 43-502.00 Motor Vehicle Highway Fund; P.O. # 104892, 106448 Contract Not To Exceed $470,183.00 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 itis 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 Street Department Office of Corporation Counsel st3400W131 Street One Civic Square Carmel, Indiana 46074 Carmel, Indiana 46032 If to Vendor: Ram Construction Services of Michigan, Inc. 13800 Eckles Road Livonia, Michigan 48150 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\\Downloads\\Ram Construction Services of Michigan, Inc. Goods and Services.docx:4/21/2022 9:31 AM\] 4 Ram Construction Services of Michigan, Inc. Street Department - 2022 Appropriation #2201 2201 43-502.00 Motor Vehicle Highway Fund; P.O. # 104892, 106448 Contract Not To Exceed $470,183.00 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, 2022 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. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 27. IC 5-16-13. The provisions of IC 5-16-13 are hereby incorporated into this Agreement by reference. 28. DEBARMENT AND SUSPENSION 28.1 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. C:\\Users\\clivingston\\Downloads\\Ram Construction Services of Michigan, Inc. Goods and Services.docx:4/21/2022 8:53 AM\] 5 RESOLUTION NO. BPW 05-04-22-01 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 , 2022. 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\\2022\\Acknowledge Agreement Golf Complete, Inc. Addendum to Agreement.docx4/21/20228:35AM 4th May CzTfshfzHsfdivlijobu3;65qn-Bqs26-3133 Golf Complete, Inc. Brookshire Golf Course – 2022 Appropriation # 1207 101 43-509.00; P.O. #106316 Contract Not To Exceed $21,170.00 7. 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 A, affirming that it is enrolled and participating in the E-Verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, 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 subVendor. Should the Vendor or any subVendor 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. 8. PAYMENT TERMS: Upon receipt of the invoice as outlined in the Agreement, the City shall pay Vendor for such goods and services within thirty-five (35) days after the date of City’s receipt of Vendor's invoice detailing same, so long as and to the extent such goods and services are not disputed, are in conformance with the specifications set forth in the Agreement and Vendor has otherwise performed and satisfied all the terms and conditions of this Addendum and the Agreement. All payment and any late payments fees shall be pursuant to Indiana Prompt Payment Statute; Ind. Code 5-17-5- et al. 9. NON-APPROPRIATION: In the event no funds are appropriated for the Agreement or its renewal in 2022 through 2023 budgets by City’s legislative body, City, upon providing written notice to Vendor, has the right to terminate the Agreement at the end of each fiscal year without penalties of any sort. 10. REQUIRED DISCLOSURE: In addition to the exceptions to disclosing of Confidential Information listed in Section 7.2 of the foreUp License Terms and Conditions, the City, upon consulting and providing notice to Vendor, may disclose such Confidential Information if such disclosure is required by any federal or state law. 11. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Addendum or the Agreement, including Vendor’s warranties; (b) fails to provide the goods and services as specified in this Addendum and the Agreement; (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 the Agreement and this Addendum, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 12. CONSULTATION PRIOR RO LEGAL ACTION: Prior to filing any legal action, Parties agree to have good faith consultations, and each be given an opportunity to correct any such default as outlined in this Addendum and the Agreement. 2 Proposal prepared for: Brookshire Golf Club Proposal created by: Ben Cruise foreUP Golf Software 1064 N. County Blvd Pleasant Grove, UT 84062 Agreement ID: 5234234 Introduction Dear Brian, 1064 N. County Blvd Pleasant Grove, UT 84062 Agreement ID: 5234234 First and foremost, I want to sincerely thank you for your time today. Having spent time in operations, and then the past 16+ years on the technology side of our business, I know personally that time is a commodity in short supply for owner/operators, so I can't thank you enough for spending some on me. I am very excited to provide you with the attached pricing proposal, as I believe foreUP is the most comprehensive and feature -rich, single -vendor cloud solution in the golf space! Built in the cloud from the ground up, with operator feedback, foreUP now has over 1,700 U.S. clients, including Torrey Pines, Bethpage Black, and operations of all scopes and sizes. As we progress, I look forward to working with you on any questions or concerns you may have. Having helped more than 800 courses transition to a new platform over the course of my career, I greatly appreciate the opportunity to earn your business and help you to reach the next level in streamlined operations and incremental rounds and revenue growth! Best, Ben Cruise Account Executive Phone: (402) 881-7343 Email: ben@foreup.com 1064 N. County Blvd Pleasant Grove, UT 84062 Agreement lD: 5234234 Who We Are Smarter Golf Course and Club Management Software Business is evolving, and you need software that keeps the pace. With foreUP, you get modern software as well as an innovative, responsive 1 technology partner. Now you can simplify all \ your front and back office operations, while delivering unparalleled guest experiences. ' Welcome to business done better. fore(IF Get just what you need. We'll customize a solution for you based on your needs. Testimonials By far the best customer service experience with their support team! Easy to use software. Easy to use. Fast for golfers and staff. Any member of our staff can check a golfer in with ease. Online tee times is very user friendly." 1064 N. County Blvd Pleasant Grove, UT 84062 Agreement ID: 5234234 We are beyond impressed with the relationships we have built with the team at foreUP. It is obvious they really care about us and our success, which is refreshing in this industry. They are always available to us and work to enhance their software every day. We couldn't be happier with it!" We love foreUP From day one, we've been impressed with their team and their dedication to our success. The software has given us efficiency and tools we have never had access to before, including a great online booking system that has streamlined our online operations. We are thrilled to be working with them and look forward to a very strong partnership" 1064 N. County Blvd Pleasant Grove, LIT 84062 Agreement ID: 5234234 Products and Services Cloud Based Tee Sheet, Anywhere Access Text & Email Golfers Anytime From Tee Sheet Tee Sheet Live Online Web Booking, Configurable by Player Type Event League, Outing Management, Cart Signs Automated Player Reminders Easy PoinKlick, Drag/Drop Interface Customer Dashboard w/ Photo ID & Sales History Seamless Management of All Pro Shop & Bar/Grill Sales Pre-Amhorization of Credit Cards to Hold Tabs Point Of Sale Integrated, Tiered Loyalty Program, Customizable by hem/Dept Layered Tournament/Shop Credit Capability Complex Pass Program with Customizable Parameters Integrated Time & Attendance (Time Clock Mgmt) Easily Design and Send Email AND Text Message Campaigns Full Marketing Automation Email Text MarketingIl Fully Integrated Email and Texting Based on Play& Purchase Behavior Patterns Pre -Built Templates for Ease of Use Full Send and Open Analytics, Google Analytics Compatible Dedicated WebsRe Support Line Full Website Build W ebs Ite All Builds are Completely Computer, Tablet and Mobile Friendly Websi[e Hosting Regular Updating and Monitoring of Websfte Easily Manage Automatic Member/Dues Payments and A.R Member Billing Ability to AutoBill to Card on File OR Checking Account (ACH - 1 % Fee) Multiple Layers of Billing (Daily, Weekly, Monthly, Quarterly, Ann) Customizable Food & Beverage Minimum Tracking Easy Online Member Bill Pay / Statement Viewing Optimized for Tablet/Tableside(Apple or Android) Easily Split Tabs, Split Shareable Items Food & Beverage Custom Menus with Timed Events (Happy Hours) Customization of Buttons/Layers (Colors, Etc) Customizable Table Mapping PreAuthorization of Credit Cards to Hold Open Tabs Includes Full System Setup/Buildout Implementation Includes Full Data Migration from Previous System UNLIMITED Training Sessions Over Time 1064 N. County Blvd Pleasant Grove, UT 84062 Agreement ID: 5234234 Proposal/Pricing Tee Sheet (Pro) $200.00 Cloud Based Tee Sheet, Anywhere Access Live Online Web Booking, Configurable by Player Type Event, League, Outing Management, Cart Signs Automated Player Reminders Easy Point/Click, Drag/Drop Interface Point of Sale (Pro) $250.00 Customer Dashboard w/ Photo ID & Sales History Seamless Management of All Pro Shop & Bar/Grill Sales Pre -Authorization of Credit Cards to Hold Tabs Integrated, Tiered Loyalty Program, Customizable by Item/Dept Layered Tournament/Shop Credit Capability Complex Pass Program with Customizable Parameters Integrated Time & Attendance (Time Clock Mgmt) Member Billing (Pro) $20.00 Easily Manage Automatic Member/Dues Payments and A.R Ability to Auto -Bill to Card on File OR Checking Account (ACH — 1 % Fee) Multiple Layers of Billing (Daily, Weekly, Monthly, Quarterly, Ann) Customizable Food & Beverage Minimum Tracking Easy Online Member Bill Pay / Statement Viewing Email / Text Marketing (Pro) $150.00 Easily Design and Send Email AND Text Message Campaigns Full Marketing Automation, Unlimited Sends Fully Integrated Email and Texting Based on Play & Purchase Behavior Patterns Pre -Built Templates for Ease of Use Full Send and Open Analytics, Google Analytics Compatible Website (Pro) Website Development and Hosting Lead Generation Forms Website Editing and Updating Data Collection 1-25 Different Pages on Website Event Registration & Signup foreUP Marketing Services Full management of digital marketing Website and theme management Social media management Customized management of online store/promotions Management of email/text marketing campaigns Annual membership/passholder plan management 1064 N. County Blvd Pleasant Grove, UT 84062 Agreement ID: 5234234 130.00 Subtotal $750.00 Discount $0.00 Total $750.00 1,050.00 1 $1,050.00 Subtotal $1,050.00 Discount $0.00 Tax $0.00 Total $1,050.00 Professional Services One Time Set Up Fee 1064 N. County Blvd Pleasant Grove, UT 84062 Agreement ID: 5234234 650.00 Subtotal $650.00 Discount $0.00 Total $650.00 Agreement Please Select One of the Payment Options Below** El Monthly Cash Payment $1800.00 / Mo See Section 6.1) O Annual Cash Payment (5% Discount) $20,520 / Yr See Section 6.1) License Agreement 1064 N. County Blvd Pleasant Grove, UT 84062 Agreement ID: 5234234 This License Agreement (this "Agreement') is made and entered into effective as of the date of the last signature set forth below (the "Effective Date"), by and between Golf Compete, Inc., a Delaware corporation doing business as Licensor ("Licensor") and Brian Ballard , the manager or operator (the Manager") of Brookshire Golf Club (the "Course," also referred to herein as "Licensee"). Term: 24 Months Billing Start Date: 02 / 01 / 2022 This License Agreement is subject to the foreUP License Terms and Conditions, which are attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives as of the Effective Date. LICENSOR: GOLF COMPETE, INC. By: Name: Fichy Damraur Title: Director of Sales Date: Needed Payment Information: Signature Page LICENSEE: Brookshire Golf Club By: Name: Tide: Date: 1064 N. County Blvd Pleasant Grove, UT 84062 Agreement ID: 5234234 Payment amount dues are billed on the 1 st of each month. A confirmation of each payment will be emailed to provided customer email; (email address). foreUP only takes payment in two forms; Credit Card or ACH. Please fill in either CC or ACH: Credit Card: ACH: Card Number: Bank Name: Account Number: Exp: Routing Number: CVV: Facility/Location Address(es) including City, State and Zip Code: 12120 Brookshire Pkwy I have read and agree to the terms and conditions associated with this proposal and agreement. 1064 N. County Blvd Pleasant Grove, UT 84062 Agreement ID: 5234234 foreUP License Terms and Conditions NOW, THEREFORE, in consideration of the foregoing and upon the terms and conditions set forth below, the parties hereto agree as follows: 1. DEFINITIONS Agreement" means the Cover Page and these foreUP Terms and Conditions Approved Locations" means Licensee's and Licensor's website and mobile applications. Cover Page" means the Initial Page to this Agreement, titled "License Agreement. Improvement" means any improvement made by either of the parties hereto, bug fixes, modification, enhancement or any other derivative work of the Licensed Technology created after the Effective Date. Licensee's Business" means Licensee's operation and management of the Course. Licensed Technology" means the Software and the Materials Materials" means any instructions, manuals or other documentation and materials, including, without limitation, source code for the Software and related comments, white papers, error reports and help files, related to the development, installation, maintenance or use of the Software existing as of the Effective Date. Software" means Licensor's proprietary software product, including both source code and executable format, in the version that exists as of the Effective Date that is designed to offer one retail product at a time via a web interface which displays the next product in the database queue upon the trigger of a definable event. The term "Software" also includes Improvements and custom modifications to the Materials. Services" means the individual products (i.e. '"ree Sheet", "Point of Sale", etc..) associated with the licensed technology. 2. LICENSE. Licensor hereby grants to Licensee a nonexclusive, year- to-year, nontransferable, worldwide license to use the Licensed Technology. 3. LOCATIONS; USE 3.1. Approved Locations. Licensee shall use the Licensed Technology only at the Approved Locations. Licensee may temporarily transfer the Licensed Technology to a different website for testing purposes but in no case for more than twenty-four (24) hours unless Licensee provides Licensor advance notice, in writing, identifying the location of the test site. Licensee acknowledges and agrees that it will purchase an additional license from Licensor if Licensee desires to use the Licensed Technology for commercial purposes on a different site. Any additional licenses required by Licensee will be entered into on terms and conditions negotiated and specified in a separate license agreement between Licensor and Licensee. 3.2. Restrictions on Use. Licensee agrees to use the Licensed Technology only for Licensee's Business. Licensee shall not (a) permit any parent, subsidiaries, affiliated entities or third parties to use or have access to the Licensed Technology, (b) process or permit to be processed the data of any other party captured through any site other Software to use such data for the display, offer, or sale of any retail goods, except that Licensee shall be permitted to push data to third parties whose services are used to facilitate Licensee's Business, which services may include, but are not limited to, merchant processing, product shipping, web analytics, state sales tax reporting or the like or d) permit, give, or authorize any other party to possess the Licensed Technology source code or executable code, except that Licensee, its employees, and its software programming contractors are permitted to possess, view, and modify the Licensed Technology source code to debug or create Improvements to the Licensed Technology. 4. PROPRIETARY RIGHTS. 4.1. Licensor. Licensee acknowledges and agrees that as between Licensee and Licensor, except for the license granted under this Agreement, Licensor retains all right, title and interest in and to the Licensed Technology and any Improvement created by or for Licensor, including any Improvements created by Licensee after the Effective Date, and all copyright, trade secret, trademark, patent and other intellectual property rights therein. 4.2. General. Each party hereto hereby reserves all intellectual property rights not expressly granted hereunder. Except as expressly provided otherwise herein, this Agreement will not be construed to assign or transfer from either party hereto to the other party any intellectual property rights developed or acquired after the Effective Date. 5. TECHNICAL TRANSFER. Within three (3) business days after the Effective Date, unless otherwise specified by either Licensor or Licensee, Licensor shall deliver to Licensee the suite of Services purchased by the Licensee. 6. LICENSE FEE; Payment Options. 6.1. Cash Payment Option. The terms of this Section 6.1 apply to all Licensees that have selected the "Cash" payment option on the Cover Page. 6.1.1. As consideration for the license granted in Section 2, Licensee shall pay Licensor the Monthly or Annual Fee set forth on the Cover Page (the "License Fee"). Monthly Fees shalt be due and payable in advance each month during the Term, beginning on the Billing Stan Date. Annual Fees shall be due and payable in advance each year during the Term, beginning on the Billing Start Date. 6.2. Hybrid Payment Option. The terms of this Section 6.2 apply to all Licensees that have selected the "Hybrid" payment option in the License Agreement. 6.2.1 Base Fee. As partial consideration for the license granted in Section 2, Licensee shall pay Licensor the Monthly or Annual Fee set forth on the Cover Page. Monthly Fees shall be due and payable in advance on the first day of each month during the Tenn, beginning on the Billing Start Date. Annual 1064 N. County Blvd Pleasant Grove, UT 84062 Agreement ID: 5234234 than the Approved Locations, (c) permit any other patty to create any foreUP License Terms and Conditions Fees shall be due and payable in advance each year during the Term, beginning on the Billing Start Date. 6.2.2, Inventory Exchange Fees. In addition to the Monthly Fee, and as partial consideration for the license granted in Section 2, Licensor may retain the fees it collects (including but not limited to greens fees, cart fees, and related fees) for the first tee time(s) booked and paid for each day during the Term through each Approved Location (such fees, Collected Fees," and together with the Monthly or Annual Fee, the License Fee'), beginning on the Billing Start Date. With respect to Collected Fees, Licensor may, in its sole discretion, (a) allow such tee time to be filled with between one (1) to four (4) players including cart fees; and (b) discount the greens fees, cart fees, and other fees associated with that tee time. Except for the Collected Fees, any amount collected by Licensor through the Approved Locations shall be remitted to Manager. In connection with the Collected Fees, Licensor will utilize commercially reasonable efforts to promote the Program, the Course and the Course's participation in the Program. 6.2.3. The foreUP online booking portal for Licensee's website must be activated within 30 days of the Effective Date (if course conditions allow for play) or by Licensee's opening day. If not activated within 30 days, the Monthly Fee shall be increased by two hundred and fifty dollars ($250.00) until the foreUP online booking portal is activated. Licensee shall make commercially reasonable efforts to keep the tee sheet and online booking methods open while Licensee is open for play. 6.3. Inventory Exchange Payment Option. The terms of this Section 6.3 apply to all Licensees that have selected the "Inventory Exchange" payment option on the Cover Page. 6.3.1. As consideration for the license granted in Section 2 Licensor may retain the fees it collects (including but not limited to greens fees, cart fees, and related fees) for the first tee time(s) booked and paid for each day during the Term through each Approved Location (such fees, Collected Fees," and collectively, the "License Fee'), up to the Number of Daily Collected Fees set forth on the Cover Page, beginning on Billing Star Date. With respect to Collected Fees, Licensor may, in its sole discretion, (a) allow such tee time to be filled with between one 1) to four (4) players including cart fees; and (b) discount the greens fees associated with that tee time. Except for the Collected Fee, any amount collected by Licensor through the Approved Locations shall be remitted to Manager. In connection with the Collected Fees, Licensor will utilize commercially reasonable efforts to promote the Program, the Course and the Course's participation in the Program. 6.3.2 The foreUP online booking portal for Licensee's website must be activated within 30 days of the Effective Date (if course conditions allow for play) or by Licensee's opening day. If not activated within 30 days, Licensee shall pay Licensor a two hundred and fifty dollar 250.00) monthly fee, which shall be included in the License Fee, until the foreUP 1064 N. County Blvd Pleasant Grove, UT 84062 Agreement ID: 5234234 online booking portal is activated. Licensee shall make commercially reasonable efforts to keep the tee sheet and online booking methods open while Licensee is open for play. 6.4. Taxes; Late Payments. All License Fees payable under this Section 6 are exclusive of, and Licensee shall pay and hold Licensor bamiless from, any local, state or federal sales, use, value-added, excise or similar taxes that may be imposed by any jurisdiction (other than taxes on the net income of Licensor). Licensor reserves the right to charge a monthly interest rate of 3% monthly on all License Fees and other fees due hereunder that are fifteen (15) or more days late. Licensee agrees to pay all collection fees, including associated commission and legal fees. 7. CONFIDENTIA.L INFORMATION. 7.1. Obligations. The parties hereto acknowledge and agree that proprietary or nonpublic information disclosed by one party (the Disclosing Party") to the other party (the "Receiving Party'), directly or indirectly, which information is marked as `proprietary" or confidential" or, if disclosed orally, is designated as confidential or proprietary at the time of disclosure and is summarized in writing within thirty (30) days of disclosure, constitutes the confidential and proprietary information ("Confidential Information') of the Disclosing Party. The Receiving Party shall retain in confidence and not disclose to any third party any Confidential Information of the Disclosing Party without the Disclosing Parry's express written consent, and the Receiving Party shall not use such Confidential Information except to exercise the rights and perform its obligations under this Agreement. Without limiting the foregoing, each party shall use at least the same procedures and degree of care which it uses to protect its own Confidential Information of like importance, and in no event less than reasonable care. 7.2. Exceptions. Notwithstanding the foregoing, Confidential Information will not include information to the extent that, in each case, such information, as demonstrated by written documentation: 7.2.1 was already known by the Receiving Party, to the extent such information was so known by the Receiving Party without an obligation of confidentiality, at the time of disclosure hereunder; 7.2.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party hereunder; 7.2.3. became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party in breach of this Agreement; or 7.2.4. was subsequently lawfully disclosed to the Receiving Party after the Effective Date by a person other than a party or foreUP License Terms and Conditions developed by the Receiving Party without reference to any information or materials disclosed by the Disclosing Party. 7.3. Required Disclosure. Nothing in this Agreement shall prohibit either party from disclosing Confidential Information of the other party if legally required to do so by judicial or governmental order or by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process in a judicial or governmental proceeding ("Required Disclosure'); provided that the disclosing party shall (a) give the other party prompt written notice of such Required Disclosure prior to disclosure, (b) cooperate with the other party in the event that it elects to contest such disclosure or seek a protective order with respect thereto and (c) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure. 7.4. No Licenses or Warranties for Confidential Information. All Confidential Information shall remain the property of the respective Disclosing Party. Except as otherwise provided in this Agreement, no license under any intellectual property right is granted or implied by the conveying of Confidential Information to Receiving Party. None of the Confidential Information which may be disclosed by Disclosing Party shall constitute any representation, warranty, assurance, guarantee, or inducement by Disclosing Party of any kind and, in particular, with respect to the non -infringement of any intellectual property rights, or other rights of third persons or of Disclosing Party. 7.5. Injunctive Relief. In the event of breach of this Section 7, the non - breaching party may have no adequate remedy at law and will be entitled to seek immediate injunctive and other equitable relief, without the necessity of showing actual money damages. 8. COVENANTS OF THE PARTIES. 8.1. Mutual. The parties hereto covenant and agree with respect to the following matters during the Term of this Agreement: 8.1.1. No Restrictions on Other Activities. Except as otherwise specifically provided herein, neither party hereto is restricted from engaging into relationships with other clients or customers or from generating revenue from advertising on its website or mobile applications and, except as specifically provided herein, all revenues generated by each party will be retained by such party. 8.1.2. Indemnification. Manager agrees to defend, indemnify and hold harmless Licensor and its affiliates, officers, directors, agents and employees, from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses arising out of or relating to the use by golfers of the Software, it being understood that the Manager is to bear 1064 N. County Blvd Pleasant Grove, UT 84062 Agreement ID: 5234234 all risks associated with Course conditions and risks associated with golfers playing the Course. 8.1.3. Manager will provide Licensor with live access to the Course's tee sheet, so that users of Licensor's website and/or mobile applications can view available tee times at the Course by accessing such website and/or mobile applications. 8.2. Licensor. Licensor represents and warrants to Licensee, each of which is true and correct as of the Effective Date and shall continue to be true and correct at all times during the Term of this Agreement (as set forth in Section 10.1): 8.2.1. No Conflicting Agreements. Licensor is not currently obligated nor will it assume any future obligation under any contract (including without limitation any license, covenant or commitment of any nature) or other agreement, instrument or arrangement that could conflict with its material obligations under this Agreement. 8.2.2. Right to License. Licensor owns all right, title and interest in and to the Licensed Technology. Licensor has the full right to grant to Licensee the license granted under this Agreement, and Licensee's right to exercise such license will be unrestricted (except by the terms of the license). The Licensed Technology provided to Licensee under this Agreement is the most current version of the Licensed Technology and is comprehensive of all available materials related to the Software. 8.2.3. No Infiingeme . The Licensed Technology does not and will not infringe or violate any copyright, trade secret, patent, trademark or other proprietary right of any thud party. There are no liens, encumbrances or claims pending or threatened against Licensor or, to Licensor's knowledge, anyone else, that relate to the Licensed Technology. 8.3. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, LICENSOR DOES NOT MAKE ANY OTHER WARRANTIES WHATSOEVER, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE LICENSED TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. 9. LEGAL RIGHTS 9.1. Limitation on Liability. Licensor shall not be liable to Licensee for indirect, special, incidental, exemplary or consequential damages including, without limitation, lost profits) related to this Agreement or resulting from Licensee's use or inability to use the Licensed Technology, arising from any cause of action whatsoever, including contract, warranty, foreUP License Terms and Conditions strict liability or negligence, even if Licensor has been notified of the possibility of such damages. 9.2. Limitation on Recovery. Under no circumstances shall the liability of Licensor to Licensee, under this Agreement, exceed the amounts paid by Licensee to Licensor under this Agreement. 9.3. Indemnification. Licensor shall indemnify and hold harmless Licensee from and against any claims, including reasonable legal fees and expenses, based upon infringement of any United States copyright or patent by the Licensed Technology. Licensee agrees to notify Licensor of any such claim promptly in writing and to allow Licensor to control the proceedings. Licensee agrees to cooperate fully with Licensor during such proceedings. Licensor shall defend and settle at its sole expense all proceedings arising out of the foregoing. In the event of such infringement, Licensor may replace, in whole or in part, the Licensed Technology with a substantially compatible and functionally equivalent computer program or modify the Licensed Technology to avoid the infringement. 9.4. Prosecution of Infringers. During the Term of this Agreement, Licensor and Licensee shall give each other written notice of any acts of infringement related to the Licensed Technology of which Licensor or Licensee has knowledge. 9.5. Sole Remedy. Licensor's performance under this Section 9 shall be Licensee's sole and exclusive remedy in the event of infringement or misappropriation of any copyright, patent, trademark, trade secret or any other intellectual property rights of any third party by the Licensed Technology. 10. TERM AND TERMINATION. 10.1. Term. This Agreement will be effective as of the Effective Date and will continue in full force and effect until the number of months set forth on the Cover Page have elapsed following the Billing Start Date the "Initial Term'). Unless Licensee provides written notice of termination to Licensor at least sixty (60) days prior to the end of the then- current Term, this Agreement will automatically renew for an additional one (1) year term (each such term a "Renewal Term," and together with the Initial Term, the "Term"), at the end of each then - current Term, and will continue in full force and effect unless and until this Agreement is otherwise terminated as provided in Section 10.2 below. Licensee's obligation to pay the annual License Fee becomes absolute fifty-nine (59) days prior to the then end of the then -current Term. 10.2. Termination. Each party hereto shall have the right to terminate this Agreement and the license granted herein upon the occurrence the following events (each, an "Event ojDejaalt'): 10.2.1. In the event the other party hereto violates any material provision of this Agreement; 1064 N. County Blvd Pleasant Grove, UT 84062 Agreement ID: 5234234 10.2.2. In the event that Licensee decides to terminate this Agreement, Licensee shall pay remaining dues, determined by Licensor (but not exceeding that of the current full value of this Agreement if paid through the end of the Term including automatic renewals), to satisfy the Terms and License Fee of this Agreement; 10.2.3. In the event that Licensee decides to remove one (or more) Services from this Agreement, Licensee shall pay remaining fees associated with such Service, as determined by Licensor in its sole discretion (but not exceeding that of the current full value of that Service in this Agreement, if paid through the end of the Tenn including automatic renewals), to satisfy term and License Fee for aforementioned Service, (removal of one or more services may affect allocated discounts on remaining services, as determined by Licensor in its sole discretion); 10.2.4. In the event the other party hereto (i) terminates or suspends its business, (ii) becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute, (iii) becomes insolvent or subject to direct control by a trustee, receiver or similar authority; 10.2.5. In the event the other party has wound up or liquidated, voluntarily or otherwise, or had a change of management; 10.2.6. In the event of a sale of the facility, or change in management, licensee agrees to deliver appropriate documentation verifying the sale/management change as soon as available to Licensor and to (i) transfer this Agreement to new facility owners or operators, or (u) pay remaining dues, determined by Licensor (but not exceeding that of the current full value of this Agreement if paid through the end of Term, including automatic renewals), to satisfy term and License Fee of agreement; or 10.2.7. In the event that Licensor determines that Licensor cannot continue to provide the Licensed Technology to Licensee for any reason at any time during this Agreement, Licensor may terminate this Agreement by providing at least four (4) weeks' written notice to Licensee. 10.3. Effect of Termination. Upon any termination or expiration of this Agreement for any reason, Licensee will pay to Licensor any fees due and owing under this Agreement as of the effective date of termination. All delinquent accounts will be charged an interest rate of 3% monthly. In the event any balance is not paid as agreed, Licensee agrees to pay all collection fees, including associated commission and legal fees. 10.4. Notice and Opportunity to Cure. Upon the occurrence of an Event of Default, the non -defaulting party shall deliver to the defaulting party a Notice of Intent to Terminate that identifies in reasonable detail the Event of Default. If the Event of Default remains uncured for thirty (30) days, the non -defaulting party may terminate this Agreement and the foreUP License Terms and Conditions license granted herein by delivering to the defaulting party a Notice of Termination that identifies the effective date of the termination, which date shall not be less than thirty (30) days after the date of delivery of the Notice of Intent to Terminate. 10.5. Proration and Refunds. Upon the occurrence of any Event of Default caused by Licensor, Licensor shall refund to Licensee an amount equal to the Licensee Fee paid for the then -current Term divided by 365 days, multiplied by the number of days remaining in the then -current Term as of the license termination date. No refund shall be issued to Licensee for any Event of Default caused by Licensee. 10.6. Procedure. Within ten (10) days after termination of the license, Licensee shall return to Licensor, at Licensee's sole expense, the Licensed Technology and all copies thereof, delete or destroy all other copies of the Licensed Technology, and deliver to Licensor a certification, in writing signed by an officer of Licensee, that the Licensed Technology has been returned, all copies deleted or destroyed, and its use discontinued. 11. GENERAL PROVISIONS. 11.1. Notices. Any notice to be given under this Agreement shall be in writing and may be effected by personal delivery or by e-mail or facsimile that provides confirmation of delivery, or by next day delivery through Federal Express or other reputable, overnight courier service, in each case delivered or addressed as set forth. 11.2. No Assignment. Neither this Agreement, nor any rights under this Agreement, may be assigned or otherwise transferred by either party, in whole or in part, whether voluntarily, or by operation of law, without the prior written consent of the other party; however, Licensor may assign, without such consent, all its rights and obligations under this Agreement to a wholly -owned subsidiary, or to an entity that succeeds to substantially all of the business or assets of Licensor through merger, acquisition or similar transaction. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns. 113. Independent Contractors. In performing this Agreement, each of the parties will operate as, and have the status of, an independent contractor. This Agreement does not create any agency, employment, partnership, joint venture, franchise or other similar or special relationship between the parties. Neither patty will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect whatsoever. 11.4. Governing Law. This Agreement shall be governed by and construed under, and the legal relations between the parties hereto shall be determined in accordance with, the laws 1064 N. County Blvd Pleasant Grove, UT 84062 Agreement ID: 5234234 of the State of Utah, without giving effect to such state's conflicts of law principles. The parties hereto hereby submit to the personal jurisdiction of, and agree that any legal proceeding with respect to or arising under this Agreement shall only be brought in federal and state courts located in Salt Lake City, Utah as the case may be. 11.5. Severability. If any provision of this Agreement or portion thereof is determined by a court of competent jurisdiction, or declared under any law, rule or regulation of any government having jurisdiction over the parties hereto, to be invalid, illegal or otherwise unenforceable, then such provision will, to the extent permitted by the corm or government not be voided but will instead be construed to give effect to its intent to the maximum extent permissible under applicable law, and the remainder of this Agreement will remain in full force and effect according to its terms. 11.6. Entire Agreement; Modification; Waiver This Agreement constitutes the entire agreement of the parties concerning its subject matter and supersedes any and all prior or contemporaneous, written or oral negotiations, correspondence, understandings and agreements, between the parties respecting the subject matter of this Agreement. No supplement, modification or amendment to this Agreement shall be binding unless evidenced by a writing signed by the party against whom it is sought to be enforced. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 11.7. Execution; Counterparts. This Agreement shall not be binding in whole or in part upon the parties unless and until duly executed by or on behalf of both parties hereto, in which event this Agreement shall be effective as of the Effective Date. This Agreement may be executed in counterparts, each of which shall be deemed to be an original instrument enforceable in accordance with its terns and all of which shall constitute but one and the same agreement of the parties. Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Person Providing Date Goods/Services Goods/ Service Provided Signature Printed Name EXHIBIT A Invoice Goods/Services Provided Describe each good/service separately and in detail) GRAND TOTAL Date: Goods Cost Per Item Services Hourly Total Rate/ Hours Worked EXHIBIT B INSURANCE COVERAGES Worker's Compensation & Disability Employer's Liability: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: Property damage, contractual liability, products-completed operations: General Aggregate Limit ( other than Products/Completed Operations): Products/Completed Operations: Personal & Advertising Injury Policy Limit: Each Occurrence Limit: Fire Damage (any one fire): Medical Expense Limit (any one person): Statutory Limits 100,000 each employee 250,000 each accident 500,000 policy limit 500,000 500,000 500,000 250,000 250,000 50,000 Comprehensive Auto Liability ( owned, hired and non-owned) Bodily Single Limit: Injury and property damage: Policy Limit: Umbrella Excess Liability Each occurrence and aggregate: Maximum deductible: 500,000 each accident 500,000 each accident 500,000 500,000 10,000 Njdifmmf!Ifwfz gpsfVQ!Hpmg!0!Hpmg!Dpnqfuf!Jod! Ejsfdups!pg!Qbznfout! Bqsjm24 33 Njdifmmf!Ifwfz Njdifmmf!Ifwfz City ®f Carmel INDIANARETAIL NO. 003TAX EXEMPT CERTIFICATE NO. 003120155 002 0 Page I of 1 PURCHASE ORDER NUMBER JIII' 1FEDERAL EXCISE TAX EXEMPT 106316 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,AIP CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SUPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE I DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 2/ 24/2022 376347 FOREUP Brookshire Golf Course VENDOR 1064 N COUNTY BLVD SHIP 12120 Brookshire Pkwy. TO Carmel, IN 46033- PLEASANT GROVE, UT 84062 - Pamela Lister (317) 846-7431 PURCHASE ID BLANKET CONTRACT PAYMENTTERMS FREIGHT 63772 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department.' 1207 Fund: 101 General Fund Account: 43-509.00 1 Each 158733 Advertising 1 Each 6000330-IN Service Plan G yof CA F l Send Invoice To: Brookshire Golf Course 12, 600.00 $12,600.00 8, 570.00 $8,570.00 Sub Total $21,170.00 Pamela Lister 12120 Brookshire Pkwy. t1w) Carmel, IN 46033- 1 AN 317) 846-7437 PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $ 21,170.00 SHIPPING INSTRUCTIONS 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 SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN C. O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING IABE THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 194 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Pam Lister TITLE Office Administrator y James Crider Director of Administration CONTROL NO. 106316 CONTROLLER RESOLUTION NO. BPW 05-04-22-02 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt 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 , 2022. 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\\2022\\Acknowledge Agreement SmockFansler Corporation.docx4/21/20228:36AM 4th May CzTfshfzHsfdivlijobu5;16qn-Bqs24-3133 Smock Fansler Corporation Street Department - 2022 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #106430 Contract Not To Exceed $67,230.00 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\\CLIVIN~1\\AppData\\Local\\Temp\\091D44~1\\SMOCKF~1.DOC:4/11/202210:58AM\] 2 Smock Fansler Corporation Street Department - 2022 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #106430 Contract Not To Exceed $67,230.00 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 16. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except C:\\Users\\CLIVIN~1\\AppData\\Local\\Temp\\091D44~1\\SMOCKF~1.DOC:4/11/202210:58AM\] 3 Smock Fansler Corporation Street Department - 2022 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #106430 Contract Not To Exceed $67,230.00 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 itis 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 Department Office of Corporation Counsel One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 If to Vendor: Smock Fansler Corporation 2910 W Minnesota St Indianapolis, Indiana 46241 Thomas Fansler III 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\\CLIVIN~1\\AppData\\Local\\Temp\\091D44~1\\SMOCKF~1.DOC:4/11/202210:58AM\] 4 Smock Fansler Corporation Street Department - 2022 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #106430 Contract Not To Exceed $67,230.00 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, 2022 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\\CLIVIN~1\\AppData\\Local\\Temp\\091D44~1\\SMOCKF~1.DOC:4/11/202210:58AM\] 5 Quality Building from the Ground Up Since 1921 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 RESOLUTION NO. BPW 05-04-22-03 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt of the Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public for review. SO RESOLVED this day of , 2022. 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\\2022\\Acknowledge Agreement Volkert, Inc. ASA - 560 3rd AveSW.docx4/21/20228:37AM 4th May RESOLUTION NO. BPW 05-04-22-04 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe City; and WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard, has caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt ofthe Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public for review. SO RESOLVED this day of , 2022. 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\\2022\\Acknowledge Agreement Volkert, Inc. ASA - 106th & College RAB - Parcel 10 - Appraisal #2.docx4/21/202211:16AM 4th May CzTfshfzHsfdivlijobu3;44qn-Bqs32-3133 Exhibit A Scope of Services VOLKERT, INC. This Scope of Services (“Scope”) combined with the attached agreement describe the relationship between Volkert, Inc. (“Professional”) and the City of Carmel, Indiana (“City”) (collectively ”Parties”). This Scope hereby incorporates and includes the terms of the attached Agreement (the “Terms”) which describe and set forth the general legal terms governing the relationship between the Parties (collectively the Agreement"). The Agreement will be effective when executed by both Parties. Scope of Services: Professional shall provide general appraisal professional services and general land acquisition professional services, consisting of the task items found on the following page, all in accordance with the terms and conditions contained in the Agreement provided by Professional to the City which is fully incorporated herein. Initial Fee and Additional Services: The City agrees tocompensate Professional inthe total amount not to exceed the amount shown on the following page. When the City desires additional Services from Professional, including additional appraisal services and/or buyer’s agent services, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after the City has approved Professional’s time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to the City. Acopy of the City’s authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved bythe City. Page 1of 2 FEEJUSTIFICATION ESTIMATED FEEPERPARCEL RIGHT-OF-WAYSERVICES OWNER:City of Carmel, Indiana 106th & College RoundaboutPROJECT: DESCRIPTION:1Parcels Number ofPer Parcel TaskParcelsAmountTotalNotes/Comments Appraisals Waiver Valuations0$665.00$0 Value Findings1$2,000.00$2,000Parcel 10 Short Forms0$2,770.00$0 Residential Long Forms0$4,425.00$0 Commercial Long Forms0$10,760.00$0 Review Appraisals Appraisal Problem Analysis0$235.00$0 Waiver Valuations0$370.00$0 Value Findings0$920.00$0 Short Forms0$1,290.00$0 Residential Long Forms0$2,000.00$0 Commercial Long Forms0$4,950.00$0 Negotiations0$2,075.00$0 Document Preparation0$150.00$0 Recording 0$150.00$0 R/W Management0$1,075.00$0 Relocation 0$3,865.00$0 Total fees$2,000 Page 2of 2 CzTfshfzHsfdivlijobu22;5:bn-Bqs39-3133 Rieth-Riley Construction Co., Inc. Street Department - 2022 Appropriation #2201 176 44-628.06 ARP Fund; P.O. #106484 Contract Not To Exceed $3,330,287.43 5. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same (“Effective Date”), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense. 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. 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\\Downloads\\Rieth-Riley Construction Co., Inc. Goods and Services - 2022 Paving.docx:4/27/2022 9:46 AM\] 2 Rieth-Riley Construction Co., Inc. Street Department - 2022 Appropriation #2201 176 44-628.06 ARP Fund; P.O. #106484 Contract Not To Exceed $3,330,287.43 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 16. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except C:\\Users\\clivingston\\Downloads\\Rieth-Riley Construction Co., Inc. Goods and Services - 2022 Paving.docx:4/27/2022 9:46 AM\] 3 Rieth-Riley Construction Co., Inc. Street Department - 2022 Appropriation #2201 176 44-628.06 ARP Fund; P.O. #106484 Contract Not To Exceed $3,330,287.43 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 itis 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 Street Department Office of Corporation Counsel st3400W131 Street One Civic Square Carmel, Indiana 46074 Carmel, Indiana 46032 If to Vendor: Rieth-Riley Construction Co., Inc. 1751 Minnesota Street Indianapolis, Indiana 46221 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\\Downloads\\Rieth-Riley Construction Co., Inc. Goods and Services - 2022 Paving.docx:4/27/2022 9:46 AM\] 4 Rieth-Riley Construction Co., Inc. Street Department - 2022 Appropriation #2201 176 44-628.06 ARP Fund; P.O. #106484 Contract Not To Exceed $3,330,287.43 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, 2022 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. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 27. IC 5-16-13. The provisions of IC 5-16-13 are hereby incorporated into this Agreement by reference. 28. DEBARMENT AND SUSPENSION 28.1 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. C:\\Users\\clivingston\\Downloads\\Rieth-Riley Construction Co., Inc. Goods and Services - 2022 Paving.docx:4/27/2022 9:46 AM\] 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: $1,000,000 each employee Bodily Injury by Accident/Disease: $1,000,000 each accident Bodily Injury by Accident/Disease: $1,000,000 policy limit Commercial General Liability: General Aggregate Limit (other than Products/Completed Operations): $6,000,000 Products/Completed Operations: $5,000,000 Personal & Advertising Injury Each Occurrence Limit: $5,000,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Injury and Property Damage: $5,000,000 each occurrence Umbrella Excess Liability If a commercial umbrella liability policy is used to satisfy the minimum limits of liability requirements, the combined limits must equal these minimum limits of liability. 4/25/2022 RIETH-RILEY CONSTRUCTION CO INC INDIANAPOLIS, IN 46206 - 106484 PO BOX 276 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 Street Department 3400 W. 131st Street Carmel, IN 46074- 317) 733-2001 00350596 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 Matt Higginbotham 65269 2201Department:176Fund:ARP COVID LOCAL FIS REC 44-628.06Account: Resurfacing1 $3,330,287.43 $3,330,287.43Each 3,330,287.43SubTotal 3,330,287.43 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 LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 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. 106484 ORDERED BY TITLE CONTROLLER Street Department 3400 W. 131st Street Carmel, IN 46074- Lee Higginbotham James Crider 317) 733-2001 Commissioner Director of Administration CzTfshfzHsfdivlijobu3;51qn-Bqs38-3133 Rieth-Riley Construction Co., Inc. Street Department - 2022 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #106447 Contract Not To Exceed $62,743.00 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense. 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers’ compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor’s agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor’s provision of Goods and Services pursuant to or under this Agreement or Vendor’s use of City property. Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor’s agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. S:\\Contracts\\Departments\\Street\\2022\\Rieth-Riley Construction Co., Inc. Goods and Services.docx:4/21/2022 9:32 AM\] 2 Rieth-Riley Construction Co., Inc. Street Department - 2022 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #106447 Contract Not To Exceed $62,743.00 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 16. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except S:\\Contracts\\Departments\\Street\\2022\\Rieth-Riley Construction Co., Inc. Goods and Services.docx:4/21/2022 9:32 AM\] 3 Rieth-Riley Construction Co., Inc. Street Department - 2022 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #106447 Contract Not To Exceed $62,743.00 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 itis 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 Street Department Office of Corporation Counsel st3400W131 Street One Civic Square Carmel, Indiana 46074 Carmel, Indiana 46032 If to Vendor: Rieth-Riley Construction Co., Inc. 1751 W Minnesota Street Indianapolis, Indiana 46221 Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice. 19. TERMINATION: 19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate. S:\\Contracts\\Departments\\Street\\2022\\Rieth-Riley Construction Co., Inc. Goods and Services.docx:4/21/2022 9:32 AM\] 4 Rieth-Riley Construction Co., Inc. Street Department - 2022 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #106447 Contract Not To Exceed $62,743.00 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, 2022 and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. 23. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 24. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 26. DEBARMENT AND SUSPENSION 26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Vendor. 26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. S:\\Contracts\\Departments\\Street\\2022\\Rieth-Riley Construction Co., Inc. Goods and Services.docx:4/21/2022 9:32 AM\] 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 4/13/2022 RIETH-RILEY CONSTRUCTION CO INC INDIANAPOLIS, IN 46206 - 106447 PO BOX 276 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 Street Department 3400 W. 131st Street Carmel, IN 46074- 317) 733-2001 00350596 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 Matt Higginbotham 64960 2201Department:2201Fund:Motor Vehicle Highway FND 43-509.00Account: 126th/Keystone BridgeRepair1 $62,743.00 $62,743.00Each 62,743.00SubTotal 62,743.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 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. 106447 ORDERED BY TITLE CONTROLLER Street Department 3400 W. 131st Street Carmel, IN 46074- Lee Higginbotham James Crider 317) 733-2001 Commissioner Director of Administration 4th May 22 4th May 22 4th May 22 CzTfshfzHsfdivlijobu21;12bn-Bqs39-3133 TRALIANTHOLDINGS, LLCANDCARMELPOLICEDEPARTMENT - CONFIDENTIAL ANDPROPRIETARY Building aCulture of Diversity Equity and Inclusion Suite: Diversity, Inclusion & Sensitivity Unconscious Bias Microaggressions in the Workplace Cultural Competency & Humility Religion, Spirituality & Beliefs An Intergenerational Workforce: The Blender Being an Ally: A Tough Transition Diversity and Inclusion: The Table Microaggressions: Mindful Speaking Pronouns: AMatter of Respect Unconscious Bias - Superstar Search Avoiding Personal Choice Bias - Superhero Cliques c) Customer shall pay by check or electronic funds transfer within thirty (30) days of receiving each Traliant invoice. If Customer utilizes apayment system or method requiring Traliant to pay afee to use and to receive payment from Customer, Traliant will addthat associated fee amount to Customer'sinvoices. Customer shall pay alate fee of one percent (1%) per month, or the highest rate allowed under the law, whichever islower, on any overdue amounts. 3. Implementation Package a) Basic Implementation Package. Traliant shall assist Customer with the following services listed below (the Implementation Services") for the initial rollout of Programs: i) the importing of employee data; ii) importing acompany logo; iii) attachment ofpolicy and/or link topolicy (where applicable); iv) customize certificate with client’slogo and client-supplied signature; v) HRIS Integration vi) Single Sign-On (SSO) Integration vii) SMS Text Message Integration; and viii) customization of assignment and reminder messages, including calendar integration. Traliant shall invoice Customer on the Effective Date of this Agreement the amount of $995.00 ("Implementation Fees") for these Implementation Services. 4. Warranty; Disclaimer a) Warranty. Traliant warrants that any Implementation Services shall be rendered in aprofessional manner by personnel familiar with the Programs and training-management software. Traliant'sexclusive obligation, and Customer'ssoleremedy, for breach of these warranties shall be (i) to re-perform the Implementation Services at noadditional charge, and (ii) at Traliant's option, to repair or replace any such non-conforming Programs or to refund the fees paid by Customer for such non-conforming Programs and/or Implementation Services. Any replacement Programs shall notextend the warranty. These warranties shall not apply ifthe Programs are: (i) modified oraltered inany way (other than by Traliant or with the specific prior written consent ofTraliant); (ii) notupdated with the corrections, patches, fixes, updates, improvements or enhancements that Traliant may make available from time to time; (iii) used in anymanner or forany purpose not specifically permitted by this Agreement or the documentation. 2 TRALIANTHOLDINGS, LLCANDCARMELPOLICEDEPARTMENT - CONFIDENTIAL ANDPROPRIETARY b) Disclaimer. EXCEPT AS SET FORTH ABOVE, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRALIANT DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF THE TRADE. c) NO LEGAL ADVICE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PROGRAMS ARE PROVIDED FOR EDUCATIONAL PURPOSES ONLY AND MAY NOT BE RELIED UPON AS LEGAL ADVICE AND THAT TRALIANT SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY OTHER PERSON RELATING TO OR RESULTING FROM THE USE OF THE PROGRAMS AND THE INFORMATION INCLUDED THEREIN, OR ANY ERRORS IN OROMISSIONS THEREFROM. TRALIANT SHALL NOT BE LIABLE IN RESPECT OF ANY DECISIONS MADE BY CUSTOMER AS ARESULT OF THE PERFORMANCE BY TRALIANT OF ITS SERVICES HEREUNDER OR IN CONNECTION WITH SERVICES OFFERED. 5. Limitation of Liability INNO EVENT SHALL (A) TRALIANT BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, EVEN IF TRALIANT WAS AWARE OFTHE POSSIBILITY OF SUCH DAMAGES; AND (B) TRALIANT'STOTAL LIABILITY FOR ANY LOSS ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BYCUSTOMER FOR THE PROGRAMS OR SERVICES GIVING RISE TO THE CLAIM. 6. Indemnification Traliant shall indemnify, defend and hold harmless Customer, its affiliates and their respective partners, officers, employees and agents from and against any losses or threatened losses arising out of or relating to any infringement, misappropriation or violation ofany patent, copyright, trade secret or other intellectual property right asserted by any third person against Customer, its affiliates orany other person in connection with the provision, use orpossession of any of the Programs. 7. General a) Term. The Term of this Agreement is 2-year(s) from the Effective Date. The Term ofthis Agreement will automatically renew for an additional 2-year period at a5% increase unless cancelled by either Party by providing ninety 90) days' written notice to the other Party. Either Party may terminate this Agreement upon written notice ifthe other Party breaches any material provision and fails to cure such breach within thirty (30) days' written notice thereof. Upon termination or expiration of this Agreement, all licenses granted herein shall terminate, and each Party shall return the other Party's confidential information. b) Taxes. Customer shall be responsible forall applicable sales, use, value added or similar taxes, ifany, payable with respect tothe Services provided under this Agreement or arising out of or inconnection with this Agreement whether at the time of invoicing or later determined by ataxing jurisdiction, provided that Traliant shall be responsible for all taxes imposed on Traliant'snet income or gross receipts, for any personal property taxes on property it owns or leases, and forfranchise and privilege taxes on its business. The Parties agree to cooperate with each other to enable each to more accurately determine its own tax liability and to minimize such liability to the extent legally permissible. Traliant's invoices will separately state the amount ofany taxes Traliant iscollecting from Customer. Customer will beentitled to any tax refunds or rebates granted to the extent such refunds or rebates areof taxes paid by Customer. IfCustomer istax exempt, Customer shall provide Traliant with proof of exemption status by emailing Accounting@Traliant.com. c) Confidentiality. Each Party shall not disclose to any third party or use for any purpose not expressly permitted under this Agreement the confidential information provided bythe other Party, provided that such confidential information isdisclosed in written form with awritten indication of confidentiality. d) Proprietary Rights. Customer acknowledges that Traliant owns all right, title and interest in and to the Programs and content provided under this Agreement. e) Severability. Ifany provision hereof isheld to be invalid, illegal or unenforceable, in whole or in part, theremaining provisions of this Agreement shall remain binding and enforceable by and between the Parties. f) Law and Disputes. This Agreement shall be governed by the laws ofthe State of California, without giving effect to any conflict of law principle that would provide for the application of the law of adifferent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Ifany dispute between Customer 3 TRALIANTHOLDINGS, LLCANDCARMELPOLICEDEPARTMENT - CONFIDENTIAL ANDPROPRIETARY and Traliant arising out of orin connection with this Agreement cannot be resolved by the Parties or through mediation, then the Parties shall be free topursue any right or remedy available to them under applicable law. In the event that either Party commences any action or proceeding under this Agreement to enforce anyright or remedy hereunder, the prevailing Party (as determined by the trier of facts) shall be entitled torecover its reasonable costs and attorneys' fees. g) Notices. All notices required or permitted hereunder shall be inwriting at theaddress specified in thisAgreement by the Parties and tothe attention of the person signing this Agreement viacertified mail, return receipt requested, overnight delivery by a nationally recognized carrier or by email upon confirmation receipt. h) Assignment. Neither Party shall assign, sub license, rent, lease or otherwise transfer its rights, duties or obligations under this Agreement toany person or entity without the prior written consent of the other Party. Notwithstanding the foregoing, either Party mayassign this Agreement in its entirety, without consent of the other Party, in connection with amerger, acquisition, corporate reorganization, or sale of all orsubstantially all ofits assets not involving adirect competitor of the other Party. Any attempted assignment in violation of this section shall be void. i) Publicity. Traliant may announce Customer'sselection of Traliant on itswebsite, in marketing materials and in apress release. Customer grants Traliant permission to use their logo for these activities. j) Entire Agreement. This Agreement supersedes allprior proposals, negotiations, representations, agreements and understandings between the Parties, including those contained in any confidentiality agreements, and all terms and conditions contained inany Customer-provided purchase orders, and constitutes the complete and exclusive agreement between Customer and Traliant regarding the subject matter hereof, and the Customer acknowledges that ithasnot relied on any statement, promise or representation made orgiven by oron behalf of Traliant which is not set out in this Agreement. Any reference to apurchase order orsimilar documentation onan invoice or other acceptance thereof issolely for Customer'sconvenience in record keeping, and nosuch reference orthe provision of Services to Customer shall be deemed an acknowledgement of or agreement in any terms orconditions associated with any such purchase order or other Customer-provided documentation. This Agreement shall not bemodified oramended except by express written agreement between the Parties. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as ofthe Effective Date. TRALIANT HOLDINGS, LLC CARMEL POLICE DEPARTMENT Signature: __________________________________ Signature: __________________________________ Printed Name: ______________________________ Printed Name: _______________________________ Title: _____________________________________ Title: ______________________________________ Date: Date: thNOTE: Agreement Terms and Discounted Pricing Expires: May 13, 2022. 4 Approved and Adopted this day of , 20 . CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: 4th May 22 --------------- 2:00 pm --------------- 6:00 pm Approved by O'Brien 4-26-22 4-25-22 4-25-224-25-22 / / / -xxxxxxxx 2:00 PM xxxxxxxx 6:00 PM CLERK 4/27/22 BPW 5/4/22 REVIEWED VIA EMAIL CFD SUTTON OK 4/25/22 CPD SUTTON OK 4/25/22 CRED BREWER OK 4/25/22 ----------- 5-11-2022 ------------ 5/11/2022 CLERK 4/27/22 BPW 5/4/22 REVIEWED VIA EMAIL CFD SUTTON OK 4/20/22 CPD KEITH OK 4/20/22 CRED BREWER OK 4/25/22 CLERK 4/27/22 BPW 5/2/22 REVIEWED VIA EMAIL CFD SUTTON OK 4/20/22 CPD KEITH OK 4/20/22 CRED BREWER OK 4/25/22 CLERK 4/27/22 BPW 5/4/22 REVIEWED VIA EMAIL CFD SUTTON OK 4/20/22 CPD KEITH OK 4/20/22 CRED BREWER OK 4/25/22 CLERK 4/27/22 BPW 5/4/22 REVIEWED VIA EMAIL CFD SUTTON OK 4/25/22 CPD KEITH OK 4/25/22 CRED BREWER OK 4/25/22 ----Error-no security needed DEPOSIT CLERK 4/27/22 BPW 5/4/22 REVIEWED VIA EMAIL CFD SUTTON OK 4/20/22 CPD KEITH OK 4/20/22 CRED BREWER OK 4/25/22 xxx PM xxxx PM x (reserving gazebo and garden) RESOLUTION NO. BPW 05-04-22-07 A RESOLUTION OF THE BOARD OF PUBLIC WORKS AND SAFETY OF THE CITY OF CARMEL, INDIANA, APPROVING THE TRANSFER AND PRESENTATION OF PISTOL AND BADGE WHEREAS, pursuant to IC 5-22-22-6, the Board of Public Works and Safety of the City of Carmel, Indiana (“Board”), may transfer to another certain personal property; and WHEREAS, Master Patrol Officer Brian E. Schmidt has provided over 22 years of meritorious service to the Carmel community as a Carmel City Police Officer, and will be retiring on May 11, 2022; and WHEREAS, it has been a long-standing policy and practice of the Carmel Police Department to present to each of its sworn officers, upon retirement, their badge and firearm. NOW, THEREFORE, BE IT RESOLVED by the Board, as follows: Section 1. The foregoing Recitals are incorporated herein by this reference. Section 2. The following items may be transferred and presented to Master Patrol Officer Brian E. Schmidt upon his retirement, at the direction of the Chief of Police: Master Patrol Officer Schmidt’s Service Weapon, Glock Model 17, 9 mm Pistol and accessories and Carmel Police Department Badge/marked “Retired.” SO RESOLVED. Resolution No. 05-04-22-07 Page One of Two Pages This Resolution was prepared by Jon Oberlander, Carmel Interim Corporation Counsel, on 05/24/2021 at 11:30 a.m. No subsequent revision to this Resolution has been reviewed by Mr. Oberlander for legal sufficiency or otherwise. PASSED by the Board of Public Works and Safety of the City of Carmel, Indiana, this day of , 2022, by a vote of ayes and nays. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety (“Board”) By: James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: Resolution No. 05-04-22-07 Page Two of Two Pages This Resolution was prepared by Jon Oberlander, Carmel Interim Corporation Counsel, on 4/27/2022 2:02 PM. No subsequent revision to this Resolution has been reviewed by Mr. Oberlander for legal sufficiency or otherwise. 4th May City of Carmel Carmel Police Department 3 Civic Square Carmel, Indiana 46032 April 27, 2022 City of Carmel Board of Public Works and Safety One Civic Square Carmel, IN 46032 Dear Members: I respectfully request Board approval to have the below listed weapon and badge deleted from the Police Department inventory: Glock, Model 17, 9mm Pistol and accessories Carmel Police Department Badge / marked Retired As has been the custom and practice of the City and Department, the weapon and badge will be presented to Master Patrol Officer Brian E. Schmidt, who will retire on May 11, 2022, from the Carmel Police Department, with over twenty-two years of service to the Carmel community as a police officer. Respectfully. Jeffrey J. Horner Chief of Police Carmel Police Department JJH/tka LIP No' 317) 571-2500 A Nationally Accredited Law Enforcement Agency www.carmelpd.com CzTfshfzHsfdivlijobu:;49bn-Bqs37-3133 sfqsftfoubujwf