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HomeMy WebLinkAboutPaperless Packet for BPW 05.18.22Board of Public Works and Safety Meeting Agenda Wednesday, May 18 2022 – 10:00 a.m. Council Chambers City Hall, One Civic Square MEETING CALLED TO ORDER 1. MINUTES a. Minutes from the May 4, 2022, Regular Meeting 2. QUOTE OPENINGS AND AWARDS a. Quote Opening for Carmel Data Center – Painting of Garage; Timothy Renick, Director of Information and Communication Systems b. Bid Opening for Project 22-STR-02 - Sophia Square Plaza Waterproofing Repairs; Lee Higginbotham, Street Commissioner 3. CONTRACTS a. Request for Purchase of Goods and Services; Applied Concepts, Inc.; ($26,580.00); Dual - 2 Antenna Radar System; Additional Services Amendment; Chief Jeffrey Horner, Carmel Police Department b. Request for Purchase of Goods and Services; Blue & Co., LLC; ($5,000.00); Medicaid Cost Reporting; Agreement for Professional Services; Chief David Haboush, Carmel Fire Department c. Request for Purchase of Goods and Services; Blunk Safety Systems, Inc.; ($196,878.85); Vehicle Emergency Lighting kits, Utility Cabinets, and K-9 Kennel; Additional Services Amendment; Chief Jeffrey Horner, Carmel Police Department d. Request for Purchase of Goods and Services; ERMCO, Inc.; ($5,540.00); Carmel Data Center; CO #1; Jeremy Kashman, Director of Engineering e. Request for Purchase of Goods and Services; Frederick’s, Inc.; ($5,162.65); Carmel Data Center; CO #1; Jeremy Kashman, Director of Engineering f. Request for Purchase of Goods and Services; Calumet Civil Contractors, Inc.; ($174.00); 16-ENG-37 - Two Roundabout Improvements - 116th Street and Medical Drive at Range Line Road; CO #2; Jeremy Kashman, Director of Engineering g. Request for Purchase of Goods and Services; Biancofiori Masonry, Inc.; ($1,830.24); Carmel Data Center; CO #3; Jeremy Kashman, Director of Engineering h. Request for Purchase of Goods and Services; CTW, Inc.; ($10,136.73); Multiconductor Wiring; Chief Jeffrey Horner, Carmel Police Department i. Request for Purchase of Goods and Services; Indiana University Health; Renewal/Amendment of Agreement; Chief David Haboush, Carmel Fire Department j. Request for Purchase of Goods and Services; Kausal Oy; ($18,000.00); Climate Action Services; Addendum to Service Agreement - ongoing; Mike Hollibaugh, Director of the Department of Community Services k. Request for Purchase of Goods and Services; Knauss Property Services, LLC; ($31,746.00); Cleaning Services for City-Owned Parking Garages through December 31, 2022; Lee Higginbotham, Street Commissioner l. Resolution BPW 05-18-22-01; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between City and Vendor; Hagerman Construction Corp.; ($32,600.00); City Center Stair Well and Wall Stone Repairs; Lee Higginbotham, Street Commissioner m. Resolution BPW 05-18-22-02; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between City and Vendor; Traynor & Associates, Inc.; ($2,000.00); Appraisal Report - Parcel 2; 20-ENG-02 - 116th Street and College Roundabout; Jeremy Kashman, Director of Engineering n. Request for Purchase of Goods and Services; Stop Stick, LLC; ($10,925.00); 9 Foot Stop Stick Kit; Chief Jeffrey Horner, Carmel Police Department o. 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 4. REQUEST TO USE CITY STREETS/PROPERTY a. Request to Use Midtown Plaza and Stage; Allied Solutions Career Fair / Informational Event; May 24, 2022; 3:30 PM – 6:15 PM; Emma See, Allied Solutions, LLC b. Request to Use Carter Green / Close City Streets; Bolt for the Heart Thanksgiving Family 5K Walk / Run; November 24, 2022; 6:00 AM – 12:00 PM; Pierre Twer c. Request to Use Midtown Plaza and Stage / Close City Streets; Brews on the Boulevard; Tent Only: July 29, 2022 at 8:00 AM – August 1, 2022 by 12:00 PM; Event: July 30, 2022 8:00 AM - 10:00 PM; Marissa Kay, City of Carmel d. Request to Use Carter Green / Close City Street; Celebration for Equity in Education Event; CARE: Communities Allied for Racial Equity; July 17, 2022; 10:00 AM – 10:00 PM; Carmella Sparrow e. Request to Use Carter Green / Midtown Plaza / Rolling City Street Closures; 2023 Carmel Marathon Weekend; April 8, 2023; 4:00 AM – 3:00 PM; Todd Oliver, Carmel Road Racing Group f. Request to Use City Streets - Lane Closures; 16th Annual Donut 5K Holiday Run / Walk; December 24, 2022; 8:30 AM – 10:30 AM; Todd Oliver, Carmel Road Racing Group g. Request to Use Midtown Plaza; Physique 57 Outdoor Fitness Classes; May 21, June 11, July 9, August 6, and September 10, 2022; 8:00 AM – 10:00 AM Each Date; Leslie Lupton h. Request to Close City Streets; Lakes at Hazel Dell Neighborhood; 13th Annual Lakes at Hazel Dell Camp Out; May 27, 2022 at 3:00 PM – May 28, 2022 at 9:00 AM; Alyona Tellez, HOA Lakes at Hazel Dell i. Request to Use Reflecting Pool; Remote Control Submarine Club Event; August 13 – August 14, 2022; 7:00 AM – 4:00 PM; Chris Campbell, The Subcommittee j. Request to Close City Street; IU Health Fundraiser; 3rd Ave SW; 211 W Main Street - Savor Restaurant; July 2, 2022; 3:00 PM - 11:00 PM; Property Owners 5. OTHER a. Request for New Curb Cut; 1042 Auman Drive East; Property Owner b. Request for Open Pavement Cut; 155 West Carmel Drive; Centerpoint Energy c. Request for Replat; Fosters Addition Lots 7 & 8; Kevin Buchheit, Krieg DeVault d. Request for Waiver of BPW Resolution No. 04-28-17-01; 808 N Range Line Road and 997 Village Drive East; Cluster #12 Node #39 and Node #30; Small Cell Permit #SC- 2021-00010; Steve Carr, AT&T e. Request for Grant of Perpetual Storm Water Quality Management Easement; 4810 Northwestern Drive; Property Owner f. Request for Consent to Encroach and Variance; 803 Rosemary Gardens; Old Town Design 6. ADJOURNMENT Board of Public Works and Safety Meeting 1 Minutes 2 Wednesday, May 4, 2022 – 10:00 a.m. 3 Council Chambers City Hall, One Civic Square 4 5 MEETING CALLED TO ORDER 6 7 Mayor Brainard called the meeting to order at 10:03 AM 8 9 10 MEMBERS PRESENT 11 12 Mayor James Brainard, Board Members Lori Watson and Mary Ann Burke, and Deputy Clerk Holly Harmeyer 13 were present. 14 15 16 MINUTES 17 18 Minutes from the April 20, 2022, Regular Meeting. Board Member Burke moved to approve. Board Member 19 Watson seconded. Request approved 2-0. Mayor Brainard abstained. 20 21 22 PERFORMANCE RELEASE/REDUCTION APPROVAL REQUESTS 23 24 Resolution BPW 05-04-22-05; The Grove at Legacy, Section 5; Paving and Street Signage; Board Member Burke 25 moved to approve. Board Member Watson seconded. Request approved 3-0. 26 27 Resolution BPW 05-04-22-06; Bear Creek, Section 2; Erosion Control; Board Member Burke moved to approve. 28 Board Member Watson seconded. Request approved 3-0. 29 30 31 CONTRACTS 32 33 Request for Purchase of Goods and Services; American Structurepoint, Inc.; ($362,596.00); 20-ENG-02 - 106th 34 Street and College Avenue RAB - Construction Engineering - 2020 Road Bond; Board Member Burke moved to 35 approve. Board Member Watson seconded. Request approved 3-0. 36 37 Request for Purchase of Goods and Services; CC&T Construction, Inc.; ($30,000.00); 126th Street and Terrace 38 Drive - Concrete Road Panels Board Member Burke moved to approve. Board Member Watson seconded. 39 Request approved 3-0. 40 41 Request for Purchase of Goods and Services; A&S General Construction; ($1,540.00); Carmel Data Center 42 Project; CO #2; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 43 3-0. 44 Request for Purchase of Goods and Services; Frederick’s, Inc.; ($20,970.00); Carmel Data Center Project; CO 45 #2; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 46 47 Request for Purchase of Goods and Services; HIS Constructors; ($24,534.71); 20-SW-09 & 17-SW-14 - Sister 48 Cities Garden and Monon Ditch Encapsulation; CO #2; Board Member Burke moved to approve. Board Member 49 Watson seconded. Request approved 3-0. 50 51 Request for Purchase of Goods and Services; CIM Audio Visual, Inc.; ($304,377.00); AV Package – Fire Admin 52 Building; Additional Services Amendment; Board Member Burke moved to approve. Board Member Watson 53 seconded. Request approved 3-0. 54 55 Request for Purchase of Goods and Services; JAF Property Services, Inc.; ($34,350.00); Carmel Data Center 56 Project – Access Control; Board Member Burke moved to approve. Board Member Watson seconded. Request 57 approved 3-0. 58 59 Request for Purchase of Goods and Services; Midwest Distribution Group, LLC d/b/a Midwest Golf & Turf; 60 ($360,542.00); Lease – Golf Cars; Board Member Burke moved to approve. Board Member Watson seconded. 61 Request approved 3-0. 62 63 Request for Purchase of Goods and Services; Nelson Alarm Company; ($8,734.00); Carmel Data Center Project 64 – Fire/Burglar Alarm System; Board Member Burke moved to approve. Board Member Watson seconded. 65 Request approved 3-0. 66 67 Request for Purchase of Goods and Services; Pyrotecnico Fireworks, Inc.; ($79,500.00); Fireworks Display on 68 July 4, 2022; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 69 70 Resolution BPW 05-04-22-01; A Resolution of the City of Carmel Board of Public Works and Safety 71 Acknowledging Agreement Between City and Vendor; Golf Complete, Inc. d/b/a FOREUP; ($21,170.00); 72 Advertising and Service Plan; Addendum to Agreement; Board Member Burke moved to approve. Board Member 73 Watson seconded. Request approved 3-0. 74 75 Resolution BPW 05-04-22-02; A Resolution of the City of Carmel Board of Public Works and Safety 76 Acknowledging Agreement Between City and Vendor; Smock Fansler Corporation; ($67,230.00); Hanover 77 Fountain Repair; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 78 3-0. 79 80 Resolution BPW 05-04-22-03; A Resolution of the City of Carmel Board of Public Works and Safety 81 Acknowledging Agreement Between City and Vendor; Volkert, Inc.; ($5,115.00); 20-ENG-03 – 560 3rd Ave SW 82 Parcel 1– Appraisal 2; Additional Services Amendment; Board Member Burke moved to approve. Board Member 83 Watson seconded. Request approved 3-0. 84 85 Resolution BPW 05-04-22-04; A Resolution of the City of Carmel Board of Public Works and Safety 86 Acknowledging Agreement Between City and Vendor; Volkert, Inc.; ($2,000.00); 20-ENG-02 – 106th & College 87 RAB – Parcel 10 – Appraisal #2; Additional Services Amendment; Board Member Burke moved to approve. 88 Board Member Watson seconded. Request approved 3-0. 89 90 Request for Purchase of Goods and Services; Ram Construction Services of Michigan, Inc.; ($470,183.00); 91 Keystone Bridgedeck Overlay and 106th/126th Over Keystone Bridge Rehabilitation; Board Member Burke 92 moved to approve. Board Member Watson seconded. Request approved 3-0. 93 94 Request for Purchase of Goods and Services; Rieth-Riley Construction Co., Inc.; ($62,743.00); 126th Street Over 95 Keystone Parkway – Bridge Repair; Board Member Burke moved to approve. Board Member Watson seconded. 96 Request approved 3-0. 97 98 Request for Purchase of Goods and Services; TouchPhrase Development d/b/a Julota ; ($4,526.00); Software as 99 a Service License Agreement; Board Member Burke moved to approve. Board Member Watson seconded. Request 100 approved 3-0. 101 102 Request for Purchase of Goods and Services; Traliant Holdings, LLC.; ($4,798.36); Culture of Diversity Equity 103 and Inclusion Program; Board Member Burke moved to remove this contract from the agenda. Board Member 104 Watson seconded. Removal approved 3-0. 105 106 Request for Purchase of Goods and Services; Rieth-Riley Construction Co., Inc.; ($3,330,287.43); 2022 Paving 107 Program - Resurfacing; Board Member Burke moved to approve. Board Member Watson seconded. Request 108 approved 3-0. 109 110 111 REQUEST TO USE CITY STREETS/PROPERTY 112 113 Request Date Change of Previously Approved Midtown Plaza Use; Educational Hands-Free CPR Event; Original 114 Date - April 24, 2022; New Date - May 28, 2022, 2:00 PM - 6:00 PM; Board Member Burke moved to approve. 115 Board Member Watson seconded. Request approved 3-0. 116 117 Request to Use Horseferry Circle Roundabout in West Clay; Roundabout Drive for Cancer; May 11, 2022; 118 9:00 AM – 3:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 119 approved 3-0. 120 121 Request to Use Civic Square Gazebo; Indiana Wind Symphony Concert; June 10, 2022 and August 26, 2022; 122 3:00 PM – 9:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 123 approved 3-0. 124 125 Request to Close Street; Main Street - From Range Line to Just East of 1st Ave NE; Street Party with Live Music 126 Stage; October 1, 2022 at 2:00 PM – October 2, 2022 at 1:00 AM; Board Member Burke moved to approve. 127 Board Member Watson seconded. Request approved 3-0. 128 129 Request to Use City Hall Caucus Room; City of Carmel Chinese Mooncake Festival Planning Meeting; May 26, 130 2022; 4:00 PM – 6:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 131 approved 3-0. 132 133 Request to Use City Hall Caucus Room; City of Carmel Chinese Mooncake Festival Planning Meeting; June 24, 134 2022; 4:00 PM – 6:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 135 approved 3-0. 136 137 Request to Use City Hall Caucus Room; City of Carmel Chinese Mooncake Festival Planning Meeting; July 29, 138 2022; 4:00 PM – 6:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 139 approved 3-0. 140 141 Request to Use City Hall Caucus Room; City of Carmel Chinese Mooncake Festival Planning Meeting; August 142 26, 2022; 4:00 PM – 6:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. 143 Request approved 3-0. 144 145 Request to Use Midtown Plaza and Restrict Parking; Pedegopalooza - Pedego Carmel Customer Appreciation 146 Event and Celebration of Bicycles; Plaza - July 3, 2022, 8:00 AM – 1:30 PM; Restricted Parking July 2, 3:00 147 PM - July 3, 2022, 5:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 148 approved 3-0. 149 150 Request to Close City Street; Road Closure on Veterans Way; Unveiling of Public Art “Swing Me Higher Mama”; 151 May 14, 2022; 3:00 PM – 7:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. 152 Request approved 3-0. 153 154 Request to Use Civic Square Gazebo / Japanese Garden; Wedding Ceremony; September 23, 2022; 6:00 PM – 155 8:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 156 157 158 OTHER 159 160 Resolution BPW 05-04-22-07; A Resolution of the City of Carmel Board of Public Works and Safety Approving 161 the Transfer and Presentation of Pistol and Badge for Master Patrol Officer Brian E. Schmidt; Board Member 162 Burke moved to approve. Board Member Watson seconded. Request approved 3-0 163 164 Request for Consent to Encroach and Variance; 14275 Gray Oaks Court; Board Member Burke moved to 165 approve. Board Member Watson seconded. Request approved 3-0 166 167 Request for Dedication and Deed of Public Right-of-Way; 18-ENG-05 - Carmel High School Building 168 Corporation; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0 169 170 Request for Dedication and Deed of Public Right-of-Way; 11530 Illinois Street; Bank of America; Board 171 Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0 172 173 Request for Grant of Perpetual Storm Water Quality Management Easement; 1717 West 136th Street; Board 174 Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0 175 176 Request for Grant of Perpetual Storm Water Quality Management Easement; 10155 Ditch Road; Board 177 Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0 178 179 Request for Lane Restrictions; 9696 Ditch Road; Board Member Burke moved to approve. Board Member 180 Watson seconded. Request approved 3-0 181 182 Request for Path Closure / Open Pavement Cut; 10207 Ditch Road; Josh Delacruz, Wise Building Solutions 183 Request for Secondary Plat; The Courtyards of Carmel, Section 2; Board Member Burke moved to approve. 184 Board Member Watson seconded. Request approved 3-0 185 186 Request for Street Closure; Portion of 3rd Avenue SW; Savor Restaurant - 211 West Main Street - Hosting IU 187 Health Fundraiser; Board Member Burke moved to remove this request from the agenda. Board Member 188 Watson seconded. Removal approved 3-0. 189 190 Request for Waiver of BPW Resolution No. 04-28-17-01; AT&T Small Cell Permit No. SC-2021-0004; 11103 191 Towne Road / 2893 West 116th Street / 10657 Towne Road / 10642 Ditch Road; Board Member Burke moved to 192 approve. Board Member Watson seconded. Request approved 3-0 193 194 195 ADJOURNMENT 196 197 Mayor Brainard adjourned the meeting at 10:08 a.m. 198 199 200 APPROVED: ____________________________________ 201 Sue Wolfgang – City Clerk 202 203 _____________________________________ 204 Mayor James Brainard 205 ATTEST: 206 207 __________________________________ 208 Sue Wolfgang – City Clerk 209 CzTfshfzHsfdivlijobu:;14bn-Nbz16-3133 City ®f Carmel INDIANA RETAIL TAX EXEMPT I Page 1 1 CERTIFICATE NO. 003120155 002 0 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 106373 _ ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,AIP CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SUPS, FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO I DESCRIPTION 3/17/2022 368978 APPLIED CONCEPTS INC Police Department VENDOR PO BOX 972943 SHIP 3 Civic Square TO Carmel, IN 46032- DALLAS, TX 75397--2943 PURCHASEID BLANKET CONTRACT PAYMENT TERMS FREIGHT 64314 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department: 1110 Fund: 0 Capital Lease Fund Account: 44-670.99 12 Each 805-0022.00 Dual - 2 Antenna Radar System $2,195.00 $26,340.00 1 Each shipping $240.00 $240.00 Sub Total $26,580.00 G roFCgR Send Invoice To: Police Department 3 Civic Square fa ; j Carmel, IN 46032- HHH,___' PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECTACCOUNT AMOUNT PAYMENT $26,580.00 SHIPPING INSTRUCTIONS AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBERISMADEA SHIP PREPAID. PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BAIANCE 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 COMPLIANCEWITH CHAPTER99, ACTS 194 A M A AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO, ORDERED BY Pam. v Jeffrey Horner James Crider TITLE Chief Director of Administration CONTROL NO, 106373 CONTROLLER CzTfshfzHsfdivlijobu22;43bn-Nbz21-3133 Blue & Co., LLC. Fire Department - 2022 Appropriation #1120 101 43.404.00 Fund; P.O.#106506 Contract Not To Exceed $5,000.00 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 1120 101 43-404.00funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City’s behalf on all matters regarding the Services. SECTION 4 PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5 COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Five Thousand Dollars ($5,000.00) (the “Estimate”). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35) days from the date of City’s receipt of same. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City’s prior written consent. SECTION 6 TERM C:\\Users\\clivingston\\Downloads\\Blue & Co., LLC Professional Services.docx:5/4/2022 2:02 PM\] 2 Blue & Co., LLC. Fire Department - 2022 Appropriation #1120 101 43.404.00 Fund; P.O.#106506 Contract Not To Exceed $5,000.00 Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through 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. SECTION 7 MISCELLANEOUS 7.1 Termination 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days’ notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional’s receipt of City’s “Notice to Cease Services.” 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.5 Insurance 7.5.1 Professional shall, as a condition precedent to this Agreement, purchase and thereafter maintain such C:\\Users\\clivingston\\Downloads\\Blue & Co., LLC Professional Services.docx:5/4/2022 2:02 PM\] 3 Blue & Co., LLC. Fire Department - 2022 Appropriation #1120 101 43.404.00 Fund; P.O.#106506 Contract Not To Exceed $5,000.00 insurance as will protect it and City from the claims set forth below which may arise out of or result from Professional's operations under this Agreement, whether such operations be by Professional or by its subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose acts any of them may be liable: 1) Claims under Worker's Compensation and Occupational Disease Acts, and any other employee benefits acts applicable to the performance of the work; 2) Claims for damages because of bodily injury and personal injury, including death, and; 3) Claims for damages to property. Professional's insurance shall be not less than the amounts shown below: A. Commercial General Liability (Occurrence Basis) Bodily Injury, personal injury, property damage, Contractual liability, product/completed operations Each Occurrence Limit $1,000,000.00 Damage to Rented Premises $100,000.00 each occurrence) Medical Expense Limit $5,000.00 Personal and Advertising Injury Limit $500,000.00 General Aggregate Limit $2,000,000.00 (Other than Products Completed Operations) NOTE: GENERAL AGGREGATE TO APPLY PER PROJECT Products/Completed Operations $1,000,000.00 B. Auto Liability $1,000,000.00 (combined single limit) (owned, hired & non-owned) Bodily injury & property damage $1,000,000.00 each accident C. Excess/Umbrella Liability $2,000,000 (each occurrence and aggregate) D. Worker's Compensation & Disability Statutory C:\\Users\\clivingston\\Downloads\\Blue & Co., LLC Professional Services.docx:5/4/2022 2:02 PM\] 4 Blue & Co., LLC. Fire Department - 2022 Appropriation #1120 101 43.404.00 Fund; P.O.#106506 Contract Not To Exceed $5,000.00 E. 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 F. Professional Liability Insurance. The Professional shall carry and maintain during the continuance of this Agreement, professional liability insurance in the amount of 2,000,000 for single limit claims and $3,000,000 in the aggregate. The Professional's policy of insurance shall contain prior acts coverage sufficient to cover all Services performed by the Professional for this Project. Upon City's request, Professional shall give prompt written notice to City of any and all claims made against this policy during the period in which this policy is required to be maintained pursuant to this Agreement. If the insurance is written on a claims-made basis and coverage is cancelled at any time, the Professional will obtain, at its cost, an extended reporting endorsement which provides continuing coverage for claims based upon alleged acts or omissions during the term of the Agreement until all applicable statute of limitation periods have expired. 7.5.2 Professional shall provide the City with a certificate of insurance, naming the City as an additional insured," showing such coverage then in force (but not less than the amount shown above) shall be filed with City prior to commencement of any work. These certificates shall contain a provision that the policies and the coverage afforded will not be canceled until at least thirty (30) days after written notice has been given to City. 7.5.3 Professional may, with the prior approval of the City, substitute different types of coverage for those specified if the total amount of required protection is not reduced. Professional shall be responsible for all deductibles. 7.5.4Nothing in the above provisions shall operate as or be construed as limiting the amount of liability of Professional to the above enumerated amounts. 7.6 Liens Professional shall not cause or permit the filing of any lien on any of City’s property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional’s sole cost and expense. 7.7 Default In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this C:\\Users\\clivingston\\Downloads\\Blue & Co., LLC Professional Services.docx:5/4/2022 2:02 PM\] 5 Blue & Co., LLC. Fire Department - 2022 Appropriation #1120 101 43.404.00 Fund; P.O.#106506 Contract Not To Exceed $5,000.00 Agreement, including Professional’s warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional’s performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals’ required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.10 Discrimination Prohibition Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. 7.11 E-Verify C:\\Users\\clivingston\\Downloads\\Blue & Co., LLC Professional Services.docx:5/4/2022 2:02 PM\] 6 Blue & Co., LLC. Fire Department - 2022 Appropriation #1120 101 43.404.00 Fund; P.O.#106506 Contract Not To Exceed $5,000.00 Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit C, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-Verify program, and ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit C. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the City’s authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-Verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven 7) days of the effective date of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty (30) days (“Cure Period”). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist. 7.12 Severability If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.13 Notice Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel City of Carmel Fire Department Office of Corporation Counsel 10701 N College Avenue, Suite A One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 PROFESSIONAL: C:\\Users\\clivingston\\Downloads\\Blue & Co., LLC Professional Services.docx:5/4/2022 2:02 PM\] 7 Blue & Co., LLC. Fire Department - 2022 Appropriation #1120 101 43.404.00 Fund; P.O.#106506 Contract Not To Exceed $5,000.00 Blue & Co., LLC 12800 N Meridian St, Suite 400 Carmel, Indiana 46032 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.14 Effective Date The effective date (“Effective Date”) of this Agreement shall be the date on which the last of the parties hereto executes same. 7.15 Governing Law; Lawsuits This Agreement shall be governed by and construed in accordance with the laws of the State ofIndiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 7.16 Waiver Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.17 Non-Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City’s prior written consent. 7.18 Entire Agreement This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.19 Representation and Warranties C:\\Users\\clivingston\\Downloads\\Blue & Co., LLC Professional Services.docx:5/4/2022 2:02 PM\] 8 Blue & Co., LLC. Fire Department - 2022 Appropriation #1120 101 43.404.00 Fund; P.O.#106506 Contract Not To Exceed $5,000.00 Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.20 Headings All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.21 Advice of Counsel The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.22 Copyright City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional’s property. 7.23 Personnel Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.24 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this Agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. 7.25 Accomplishment of Project C:\\Users\\clivingston\\Downloads\\Blue & Co., LLC Professional Services.docx:5/4/2022 2:02 PM\] 9 Blue & Co., LLC. Fire Department - 2022 Appropriation #1120 101 43.404.00 Fund; P.O.#106506 Contract Not To Exceed $5,000.00 Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City’s organization. 7.26 Debarment And Suspension 7.26.1 The Professional certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Professional. 7.26.2 The Professional certifies that 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 Professional shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 7.27 Access to Public Records Act Professional understands and agrees that any “public record”, as that term is defined in Indiana Code 5-14-3- 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the provisions of Indiana’s Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seq., as amended. 7.28 Iran Certification Pursuant to I.C. § 5-22-16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: C:\\Users\\clivingston\\Downloads\\Blue & Co., LLC Professional Services.docx:5/4/2022 2:02 PM\] 10 EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name CzTfshfzHsfdivlijobu3;43qn-Bqs3:-3133 City o Carmel INDIANARENO. 003XEXEMPT SE ORDERJJIILL_ 1/\/1/` CERTIFICATE N0. 003120155 002 0 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT U001 0 ONE CIVIC SQUARE 35.6000972 THIS NUMBER MUST APPEAR ON INVOICES, AP CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED I REQUISITION NO. VENDOR NO. I DESCRIPTION 3/17/2022 359261 SAFETY SYSTEMS Police Department VENDOR 4113 TURNER ROAD SHIP 3 Civic Square TO Carmel, IN 46032- RICHMOND, IN 47374 - PURCHASEID BLANKET CONTRACT PAYMENT TERMS 64317 QUANTITY UNIT OF MEASURE DESCRIPTION Department: 1110 Fund. 0 Capital Lease Fund Account: 44-670.99 1 Each vehicle emergency lighting kits, utility cabinets, K9 Kennel Send Invoice To: Police Department FREIGHT UNIT PRICE 196,878.85 Sub Total EXTENSION 196,878.85 196,878.85 3 Civic Square 1/Ay.—q-" f Carmel, IN 46032- J AV PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECTACCOUNT AMOUNT PAYMENT $196,878.85 SHIPPING INSTRUCTIONS A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P,0. 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 A80VE 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 Jeffrey Horner James Crider TITLE Chief Director of Administration CONTROL NO. 106375 CONTROLLER CzTfshfzHsfdivlijobu2;66qn-Nbz1:-3133 CzTfshfzHsfdivlijobu2;65qn-Nbz1:-3133 CzTfshfzHsfdivlijobu:;21bn-Nbz22-3133 CzTfshfzHsfdivlijobu2;66qn-Nbz1:-3133 CzTfshfzHsfdivlijobu3;42qn-Bqs3:-3133 CTW, Inc. Police Department - 2022 Appropriation #1110 0 44-670.99 Capital Lease Fund; P.O. #106374 Contract Not To Exceed $10,136.73 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\\CTW, Inc. Goods and Services.docx:4/19/2022 8:49 AM\] 2 CTW, Inc. Police Department - 2022 Appropriation #1110 0 44-670.99 Capital Lease Fund; P.O. #106374 Contract Not To Exceed $10,136.73 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\\CTW, Inc. Goods and Services.docx:4/19/2022 8:49 AM\] 3 CTW, Inc. Police Department - 2022 Appropriation #1110 0 44-670.99 Capital Lease Fund; P.O. #106374 Contract Not To Exceed $10,136.73 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 Police Department Office of Corporation Counsel Three Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 If to Vendor: CTW, Inc. 749 Commerce Parkway West Dr Greenwood, Indiana 46143 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\\CTW, Inc. Goods and Services.docx:4/19/2022 8:49 AM\] 4 CTW, Inc. Police Department - 2022 Appropriation #1110 0 44-670.99 Capital Lease Fund; P.O. #106374 Contract Not To Exceed $10,136.73 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\\CTW, Inc. Goods and Services.docx:4/19/2022 8:49 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 i (( Carmeltyo (1 ar}'}'} e' City INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120165 002 0 fj J / f J J FEDERAL EXCISE TAX EXEMPT ONE CIVIC SQUARE 35-6000972 CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO 1 3/17/2022 I 00351425 C T W ELECTRICAL CO, INC VENDOR 749 COMMERCE PARKWAY WEST DR GREENWOOD, IN 46143 - PURCHASE ID BLANKET CONTRACT PAYMENT TERMS 64315 QUANTITY UNIT OF MEASURE DESCRIPTION Department: 1110 Fund. 0 Capital Lease Fund Account: 44-670.99 1 Each Multiconductorwiring Page 1 of 1 PURCHASE ORDER NUMBER 106374 THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE DESCRIPTION Police Department SHIP 3 Civic Square TO Carmel, IN 46032- y of CA s; FREIGHT UNIT PRICE EXTENSION 10,136.73 $10,136.73 Sub Total $10,136.73 Send Invoice To Police Department 3 Civic Square ti i ICarmel, IN 46032- r h7FA-+ PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECTACCOUNT AMOUNT PAYMENT $10,136.73 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 LABE THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 194 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Jeffrey Horner James Crider TITLE Chief Director of Administration CONTROL NO. 106374 CONTROLLER CzTfshfzHsfdivlijobu22;6:bn-Nbz22-3133 TPOKB.NBSJB!JOHBUJVT DIJFG!FYFDVUJWF!PGGJDFS-!LBVTBM!PZ NBZ!22UI-!3133 TPOKB.NBSJB!JOHBUJVT DIJFG!FYFDVUJWF!PGGJDFS-!LBVTBM!PZ NBZ!22UI-!3133 6111 11 CzTfshfzHsfdivlijobu9;59bn-Nbz17-3133 Knauss Property Services, LLC Street Department - 2022 Appropriation #1206 101 43-509.00 Fund: P.O. #106489 Contract Not To Exceed $31,746.00 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\\Knauss Property Services, LLC Goods and Services.docx:4/27/2022 9:12 AM\] 2 Knauss Property Services, LLC Street Department - 2022 Appropriation #1206 101 43-509.00 Fund: P.O. #106489 Contract Not To Exceed $31,746.00 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\\Knauss Property Services, LLC Goods and Services.docx:4/27/2022 9:12 AM\] 3 Knauss Property Services, LLC Street Department - 2022 Appropriation #1206 101 43-509.00 Fund: P.O. #106489 Contract Not To Exceed $31,746.00 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 Stree Department Office of Corporation Counsel st3400W131 Street One Civic Square Carmel, Indiana 46074 Carmel, Indiana 46032 If to Vendor: Knauss Property Services, LLC 7229 Crittenden Avenue Indianapolis, Indiana 46240 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\\Knauss Property Services, LLC Goods and Services.docx:4/27/2022 9:12 AM\] 4 Knauss Property Services, LLC Street Department - 2022 Appropriation #1206 101 43-509.00 Fund: P.O. #106489 Contract Not To Exceed $31,746.00 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\\Knauss Property Services, LLC Goods and Services.docx:4/27/2022 9:12 AM\] 5 317-255-9789. propertyservices.com TH2817E. 55 Place, Suite 101, Indianapolis, IN46220. Exhibit A Proposal Date: 4.12.2022 Proposal: P220391 thKnaussPropertyServicesLLC, ("Contractor"), with an office at 2817 E 55 Place Indianapolis, in submits the following proposal to CityofCarmel("Purchaser"), (“Project”) PARKING GARAGE CLEANING. We will provide materials and labor described under "Scope of Work" below ("theWork) Goal – Remove Debris and Rinse Entire Garage including Walls and Columns. THIS ISAMIDLEVEL CLEAN Scope ofWork: We propose to furnish all necessary labor, material, equipment and standard insurance for the following repair at the above referenced project. 1.) Mobilization 2.) Take photos before, during, and after each phase of the project. 3.) Adjustable pressure wands and pressure. 4.) Goal – Remove debris and Rinse Entire Garage including Walls and Columns. Notes- a.) Water will be reclaimed in accordance with EPA and Local guidelines as required. Environmental Surcharge of actual cost expenses + 15% will apply for any and all additional costs or expense to comply with environmental laws, ordinances, or regulation costs, including but not limited to waste water disposal fees, which will be added to customer’s invoice. Per Boyd Piercy- The drains are connected to the sanitary sewer. NO waste water treatment needed. No waste water treatment included in this proposal. Water meter and water will be provided by City of Carmel per Boyd Piercy at no charge to KPS. b.) Windows are Excluded. We are not window washing professionals. c.) Cover/Protect Electrical Outlets/Drains Garage: 200SRangelineRoad 8,347.00 Approval_______________________ ADD $ 3,500.00 if KPS has to truck in water Approval_______________________ STARTDATE?? TBD rdGarage: 879 S 3 Street 19,899.00 Approval_______________________ STARTDATE?? TBD The price for the above described Work isAcceptance: Bysigning this proposal, the purchaser accepts as abinding contract all of its terms and conditions, including the General condition, Special Conditions on this page and all Continuation Pages of this proposal. This Proposal shall expire automatically unless the above-named purchaser shall have delivered a copy of this Proposal, duly signed byit, to Contractor on or before the 30th day from the date hereof. No modification by Purchaser to this Proposal, or to the General Conditions, shall become apart of the contract unless specifically agreed to in writing by Contractor, and shall automatically make this Proposal void and 317-255-9789. propertyservices.com TH2817E. 55 Place, Suite 101, Indianapolis, IN46220. of no effect. Payments for the above proposal shall be paid monthly or in full upon completion in accordance with an excepted schedule of values. Payment is due upon receipt of invoice. Ifpurchaser fails to pay within (30) days of invoice, purchaser shall pay Knauss Property Services LLC interest at the rate of 1.5% per month(18% annually) on all unpaid invoiced amounts from date of invoice until paid, plus all cost of collection, including attorney’s fees. Date Accepted: _______________ Knauss Property Services, LLC By: _________________________ by: Ralph Knauss 317.590.8750 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 05-18-22-01 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 Hagerman Construction Corp.docx5/5/20229:04AM 18th May CzTfshfzHsfdivlijobu4;47qn-Bqs39-3133 Hagerman Construction Corp. Street Department - 2022 Appropriation #1206 101 43-509.00 Fund; P.O. #106481 Contract Not To Exceed $32,600.00 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\\Hagerman Construction Corporation Goods and Services (1).docx:4/28/2022 1:03 PM\] 2 Hagerman Construction Corp. Street Department - 2022 Appropriation #1206 101 43-509.00 Fund; P.O. #106481 Contract Not To Exceed $32,600.00 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\\Hagerman Construction Corporation Goods and Services (1).docx:4/28/2022 1:03 PM\] 3 Hagerman Construction Corp. Street Department - 2022 Appropriation #1206 101 43-509.00 Fund; P.O. #106481 Contract Not To Exceed $32,600.00 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 Corp Counsel st3400W131 Street One Civic Square Carmel, Indiana 46074 Carmel, Indiana 46032 If to Vendor: Hagerman Construction Corp. PO Box 11848 Fort Wayne, Indiana 46861 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\\Hagerman Construction Corporation Goods and Services (1).docx:4/28/2022 1:03 PM\] 4 Hagerman Construction Corp. Street Department - 2022 Appropriation #1206 101 43-509.00 Fund; P.O. #106481 Contract Not To Exceed $32,600.00 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\\Hagerman Construction Corporation Goods and Services (1).docx:4/28/2022 1:03 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 Xjmmjf!Njmmfs Ibhfsnbo!Dpotusvdujpo!Dpsqpsbujpo Nbtposz!Ftujnbups0Qspkfdu!Nbobhfs!Sftupsbujpo 33Bqsjm39ui Willie Miller Xjmmjf!Njmmfs RESOLUTION NO. BPW 05-18-22-02 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 Traynor & Associates, Inc. - 106th & College RAB - Parcel 2 - Appraisal.docx5/11/2022 1:46PM 18th May Exhibit A Traynor&Associates,Inc. RealEstate Appraising &Consulting May 4, 2022 Mr. Sergey Grechukhin City of Carmel 1 Civic Square Carmel, Indiana 46032 RE: Appraisal Report th500E106Street Carmel, Indiana 46280 Parcel # 29-13-02-409-013.000-018 Dear Mr. Grechukhin, Traynor & Associates, Inc. is submitting aLetter of Engagement for a signed agreement to perform an appraisal for the above referenced property. The appraisal report results will be communicated in an appraisal of the market value, as per the Uniform Standards of Professional Appraisal Practice USPAP). The client and intended user is the City of Carmel. The intended use is to estimate an “As Is” market value of the subject, referenced above, in order to provide an estimated market value conclusion for the City of Carmel, the client, to assist in internal decision making. The fee for the appraisal is $2,000. Payment is due upon completion of the reports. In the event, if it is necessary for you the client to stop work on the appraisal, you agree to pay for time and costs incurred prior to the receipt of written notice of such astop order. Our appraisal work will start upon receipt of a signed copy of this letter of engagement. The fee for the appraisal is for the service rendered and not necessarily the time spent in preparation of the actual physical report. The above fee does not include $125 per hour for research and deposition. The above fee does not include a charge for court appearances or appearances before government agencies to give testimony, if such should be required. The fee for such services will be Two Hundred Twenty Five Dollars ($225.00) per hour, with a minimum of Nine Hundred Dollars ($900.00). These rates are subject to change but will remain valid for aperiod of six (6) months, from the date of execution of this agreement. One half (½) days’ notice of the cancellation of a scheduled court appearance is required and in lieu of such notice, the minimum appearance fee of Nine Hundred Dollars 900.00), will be charged. The minimum fee is due prior to testimony. TH6750E75Street Indianapolis, IN 46250 317)813-4990 www.traynorassociates.cominfo@traynorassociates.com Traynor&Associates,Inc. RealEstate Appraising &Consulting The findings and conclusions of the appraisal will be reported to our client. The findings will not be reported to any other individuals, unless we are otherwise authorized. It will be necessary for us to disclose the fact that we are undertaking the appraisal as we proceed through the investigation process. The evaluation and analysis of the subject property as it appears in the appraisal review report will be the opinion of Joseph C. Traynor, his associates and staff. The fee for this appraisal is not contingent upon any particular conclusions. The appraiser’s liability to the client is limited to the amount of the fee as liquidated damages. The appraisers hereby limit their liability to the client alone and the use of the appraisal by third parties shall be at the risk of the client and/or the third party. We will have the appraisals completed within 4 weeks, from the execution of this agreement. We thank you for your interest in our firm’s services. If this contract meets with your approval, please so indicate by your signature. Upon receipt, please return a signed copy. Sincerely, Joseph C. Traynor, MRICS Indiana Certified General Appraiser #CG69100233 President Traynor & Associates, Inc. Accepted By: Date: TH6750E75Street Indianapolis, IN 46250 317) 813-4990 www.traynorassociates.com info@traynorassociates.com Traynor&Associates,Inc. RealEstate Appraising &Consulting ASSUMPTIONS AND LIMITING CONDITIONS THIS APPRAISAL IS SUBJECT TO THE FOLLOWING UNDERLYING ASSUMPTIONS AND QUALIFYING AND LIMITING CONDITIONS: 1. This is an Appraisal Report, which is intended to comply with the reporting requirements set forth under Standard Rule 2 2(a) of the Uniform Standards of Professional Appraisal Practice for an Appraisal Report. As such, it includes a discussion of the data, reasoning and analyses that were used in the appraisal process to develop the appraiser’s opinion of value. It also includes descriptions of the subject property, the property's locale, the market for the property type, and the appraiser’s opinion of the highest and best use. 2. The value of the property is expressed in dollars on the date specified and is subject to any changes in the value of the dollar. All existing liens or encumbrances have been disregarded and the property is appraised as though free and clear under responsible ownership and competent management. 3. The legal description furnished is assumed to be correct. No survey was available (unless otherwise stated) and the dimensions used are from sources deemed to be reliable. 4. All information and comments concerning the location, neighborhood, trends, construction quality and costs, loss in value from whatever cause, condition, rents, or any other data of the property appraised herein represent the estimates and opinions of the appraiser, formed after an examination and study of the property. 5. It is assumed that there are no hidden or unapparent conditions of the property, subsoil, or structures that render it more or less valuable. No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them. 6. It is assumed that there is full compliance with all-applicable federal, state and local environmental regulations and laws unless noncompliance is stated, defined and considered in the appraisal report. 7. It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless a nonconformity has been stated, defined and considered in the appraisal report. TH6750E75Street Indianapolis, IN 46250 317) 813-4990 www.traynorassociates.com info@traynorassociates.com Traynor&Associates,Inc. RealEstate Appraising &Consulting 8. It is assumed that all required licenses, certificates of occupancy, consents or other legislative or administrative authority from any local, state or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estate contained in this report is based. 9. It is assumed that the utilization of the land and improvements is within the boundaries or property lines of the property described and that there is no encroachment or trespass unless noted in the report. 10. The forecasts, projections or operating estimates contained herein are based upon current market conditions, anticipated short term supply and demand factors and a continued stable economy. These forecasts are, therefore, subject to changes in future conditions. 11. In preparing this appraisal, the appraisers were required to rely on information furnished by other individuals or found in previously existing records and/or documents.While it is believed the information, estimates and analysis given and the opinions and conclusions drawn therefrom are correct, the appraisers do not guarantee them and assumes no liability for any errors in fact, in analysis, or in judgment as a result of the inaccuracy of such information. No attempt has been made to render an opinion of title or status of easements or of any other matter of a legal nature. 12. The distribution of the total valuation in this report between land and improvements apply only under the existing program or utilization. The separate valuations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used. 13. Possession of this report, or a copy thereof, does not carry with it the right of publication, nor may it be used for any purpose by any but the client for whom itwas made without the consent of the appraisers or the client. 14. The fee for this appraisal does not provide compensation for conference or testimony or attendance in court, with reference to the property in question. 15. This appraisal represents the independent opinions of the appraiser’sfree from any commitments and free from any present or contemplated future interest in the property, with the sole compensation for the employment being a fair professional fee. 18. Neither the fee nor the employment to make the appraisal was contingent on the value to be reported. Further, the appraisal was not based on a requested minimum valuation, specific valuation or the approval of a loan. TH6750E75Street Indianapolis, IN 46250 317) 813-4990 www.traynorassociates.com info@traynorassociates.com Traynor&Associates,Inc. RealEstate Appraising &Consulting 19. The existence of hazardous material, which may or may not be present on the property, was not observed by the appraisers.The appraisers have no knowledge of the existence of such materials on or in the property unless specifically stated within the appraisal report. The appraisers are not qualified to detect such substances and no responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field, if there is any suspicion of hazardous material. 20. The presence of substances such as asbestos, urea-formaldehyde foam insulation, radon gas, or other potentially hazardous materials may affect the value of the property. The value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. 21. The Americans with Disabilities Act (“ADA”) became effective January 26, 1992. It is possible that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act. Since we have no direct evidence relating to this issue, we did not consider possible noncompliance with the requirements of ADA in estimating the value of the property. TH6750E75Street Indianapolis, IN 46250 317) 813-4990 www.traynorassociates.com info@traynorassociates.com Traynor&Associates,Inc. RealEstate Appraising &Consulting TH6750E75Street Indianapolis, IN 46250 317) 813-4990 www.traynorassociates.com info@traynorassociates.com Traynor&Associates,Inc. RealEstate Appraising &Consulting TH6750E75Street Indianapolis, IN 46250 317) 813-4990 www.traynorassociates.com info@traynorassociates.com CityCarmel INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120165 002 0 Page 1 of 1 PURCHASE ORDER NUMBERf o\\J/// Q,,l. FEDERAL EXCISE TAX EXEMPT 106517 THIS NUMBER MUSTAPPEARON INVOICES,AJPONECIVICSQUARE35-6000972 CARMEL, INDIANA 46032-2564 VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. I DESCRIPTION 5/4/2022 00351453 20-ENG-02- Appraisal Report- Parcel TRAYNOR & ASSOCIATES, INC City Engineering's Office VENDOR 6750 E 75TH ST SHIP 1 Civic Square TO Carmel, IN 46032- INDIANAPOLIS, IN 46250 - Laurie Slick PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 65567 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department: 2200 Fund: 0 2020 Road Bond Account: 44-628.71 1 Each 20-ENG-02 - Appraisal Report - Parcel 2 OF Ilt l Send Invoice To: Jill Newport CrossRoad Engineers, PC 115 N. 171" Avenue y'"-•, f' Beech Grove, IN 46107 PLEASE INVOICE IN DUPLICATE 2,000.00 $2,000.00 Sub Total $2,000.00 DEPARTMENT ACCOUNT PROJECT I PROJECT ACCOUNT AMOUNT PAYMENT $2,000.00 AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A SHIPPING INSTRUCTIONS PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE ISAN UNOBUGATED 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 ANDACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Jeremy Kashman TITLE Director CONTROL NO. 106517 CONTROLLER CzTfshfzHsfdivlijobu3;43qn-Bqs3:-3133 Stop Stick, LLC Police Department - 2022 Appropriation #1110 0 44-670.99 Capital Lease Fund; P.O. #106403 Contract Not To Exceed $10,925.00 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\\Stop Stick, LLC Goods and Services.docx:4/19/2022 8:53 AM\] 2 Stop Stick, LLC Police Department - 2022 Appropriation #1110 0 44-670.99 Capital Lease Fund; P.O. #106403 Contract Not To Exceed $10,925.00 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\\Stop Stick, LLC Goods and Services.docx:4/19/2022 8:53 AM\] 3 Stop Stick, LLC Police Department - 2022 Appropriation #1110 0 44-670.99 Capital Lease Fund; P.O. #106403 Contract Not To Exceed $10,925.00 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 Police Department Office of Corporation Counsel Three Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 If to Vendor: Stop Stick, LLC 365 Industrial Drive Harrison, Ohio 45030 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\\Stop Stick, LLC Goods and Services.docx:4/19/2022 8:53 AM\] 4 Stop Stick, LLC Police Department - 2022 Appropriation #1110 0 44-670.99 Capital Lease Fund; P.O. #106403 Contract Not To Exceed $10,925.00 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\\Stop Stick, LLC Goods and Services.docx:4/19/2022 8:53 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 l-V, } y JI'[ Carmelj°}'}J" / City INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 Page 1 of 1 PURCHASE ORDER NUMBER 000VVV FEDERAL EXCISE TAX EXEMPT 106403 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUSTAPPEARON INVOICES,AIP CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS, FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 3/23/2022 295000 i STOP STICK, INC Police Department VENDOR 365INDUSTRIAL DRIVE SHIP 3 Civic Square TO Carmel, IN 46032- HARRISON, OH 45030 - PURCHASEID BLANKET CONTRACT PAYMENT TERMS FREIGHT 64465 QUANTITY UNIT OF MEASURE DESCRIPTION UNITPRICE Department: 1110 Fund: 0 Capital Lease Fund Account 44-670.99 23 Each 9' stop stick kit Send Invoice To. Police Department 3 Civic Square Carmel, IN 46032- DEPARTMENT 475.00 Sub Total OF GA s Ii EXTENSION 10,925.00 10,925.00 N its0 4 PLEASE INVOICE IN DUPLICATE ACCOUNT PROJECT PROJECTACCOUNT AMOUNT PAYMENT $10,925.00 SHIPPING INSTRUCTIONS ' )VP 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 UNOBLIGATEO 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 LABEwwTHISORDERISSUEDINCOMPLIANCEWITHCHAPTER99, ACTS 194 0—¢ AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO, ORDERED BY Jeffrey Horner James Crider TITLE Chief Director of Administration CONTROL NO. 106403 CONTROLLER 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 atthe 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 CLERK 5-11-22 BPW 5-18-22 CRED BREWER OK 5-6-22 CFD SUTTON OK 5-4-22 CPD KEITH OK 5-10-22 REVIEWED VIA EMAIL 18th May 22 BREWER 5-9-22 SUTTON 5-4-22 KEITH 5-3-22 KIRSH THANKSGIVING DAY MURPHY -INCLUDED P 4 5-10-22 18th May 22 CLERK 5-11-22 BPW 5-18-22 CFD SUTTON OK 5-4-22 CPD KEITH 5-10-22 CRED BREWER 5-6-22 REVIEWED VIA EMAIL TENT WILL GO UP BUT MIDTOWN PLAZA STILL OPEN - EVENT DATE 8-2-22 TENT WILL COME DOWN MIDTOWN PLAZA WILL REMAIN OPEN TO THE PUBLC AT ALL TMES xxxxx on 8/1/2022 by 12pm Day of Event: ----------------------CPD WILL HAVE EXTRA PATROL DURING EVENT. ----------------------------------------------------------------------------------------------------------------------------------- 18th May 22 CITY OF CARMEL, INDIANA INFORMATION SPECIAL EVENT / FACILITY USE REQUEST FORM Contact Person Email Phone Number: Cell Number: Address Name/Organization: Organization Type: Residency/Location: Event/Use Purpose: Event Date End Date Number of People Expected: Set-Up Start time Tear Down End Time CONTACT INFORMATION: Carmella Sparrow carmellasparrow@againstracialinjustice.org 3057204735 City Carmel State / Province / Region In Postal / Zip Code 46033 Country United States Street Address 12599 Scottish Bend Drive Address Line 2 CARE: Communities Allied for Racial Equity Non-Profit Organization Do you reside or are you located within the Carmel city limits? Yes No Celebration for Equity in Education Event 7/16/2022 7/16/2022 400 10:00:00 AM 10:00:00 PM ------------- 7/17/2022 ------------ 7/17/2022 CLERK 5-11-22 BPW 5-18-22 CRED BREWER OK 5-6-22 CFD SUTTON OK 5-4-22 CPD KEITH OK 5-10-22 REVIEWED VIA EMAIL Event Start time:Event end time: Rehearsal Rehearsal Date: Rehearsal Start Time: Rehearsal End Time: Fees? Description of Event: FACILITY (S) REQUESTS: 03:00:00 AM 07:00:00 AM NA Will a Fee be charged for this event? If yes please describe in narrative below. YES NO Provide a brief description of event This is our third annual Celebration for Equity in Education Event. The event will host speakers and creatives who will share their support for equity in education. There will be booths of organizations, businesses, and food trucks. We will take a march down the Monon to demonstrate our support for Equity in Education. Attach additional pages if needed-SEE BELOW ADDITIONAL PAGES OF DESCRIPTION OF THE EVENT CITY FACILITY (S) REQUESTED: Mark all that apply CARTER GREEN CIVIC SQUARE FOUNTAIN AREA CIVIC SQUARE GAZEBO JAPANESE GARDEN MONON & MAIN PLAZA MIDTOWN PLAZA - Events must be free and open to the public. REFLECTING POOL - Please note that Veteran's Plaza is NOT available for use. Other The street in front of Carter Green and the Palladium for off- loading items and set up SPECIAL REQUESTS: Mark all that apply ELECTRICITY FOUNTAIN RESTROOM - FOUNTAIN/GAZEBO JAMES BUILDING RESTROOMS (CARTER GREEN) *Extra fees apply N/A Other VENDORS: Mark all that apply SEE CITY OF CARMEL FACILITY USE POLICY ---- PM ---- PM -----*Will direct attendees to public restrooms, NOT James Building. VENDORS: CITY SERVICES NEEDED: Neighborhood Name/Streets to be closed UPLOAD MAP VENDORS PRESENT FOOD SERVED (May be subject to Hamilton County Health Department inspection.) ALCOHOL SERVED - Please see Section M under “General Terms and Conditions” in the special event policy handbook. N/A CITY SERVICES NEEDED: Mark all that apply SEE CITY OF CARMEL FACILITY USE POLICY EMERGENCY MEDICAL SERVICES (EMS) (Extra fees may apply) EXTRA PATROL DURING EVENT (when available) TRAFFIC CONTROL (Extra fees may apply) ONSITE SECURITY (Assigned off-duty CPD officers, extra fees will apply) BARRICADES NO PARKING SIGNS (PICK UP AT CARMEL POLICE DEPARTMENT) N/A Please note the number of NO PARKING SIGNS needed 4-for our off loading space EVENT SET UP: Mark all that apply SEE CITY OF CARMEL FACILITY USE POLICY Stage Size of Stage Tent(s) – If you are requesting Midtown Plaza, the exclusive vendor for tent rental is A-Classic Party Rentals (317-251-7368). Size of Tent (s) (Tents 20 x 20 or larger require inspection by Carmel Fire Department, 317-571- 2600) Bounce House N/A Other Name of Merchants(s) doing the setup Phone Number of Merchant(s) doing set up: STREET(S) REQUESTED: SEE CITY OF CARMEL FACILITY USE POLICY Include addresses as appropriate An easy to read, color map of the area is required with submission. WILL REQUEST TENT PERMIT THROUGH DOCS/BUILDING & CODE Type of Closure: Further Info for type of closure A refundable Security Deposit in the amount of $100 for any applicant located or residing within Carmel city limits or a non-refundable event fee in the amount of $150 for any applicant located or residing outside of Carmel city limits must be received prior to application review or processing. Payment may be made online using a credit or debit card at https://www.govpaynow.com . PLC #A0026j, calling the Govpay call center at 1-888-604-7888 (give them PLC#) or in the form of a certified check or money order made payable to the City of Carmel. (Mail to: Carmel City hall, Attn: Lobby Desk, 1 Civic Square, Carmel, IN 46032) The Carmel Board of Public Works and Safety reserves the right, in its sole discretion, to deny any facility use request and/or revoke any previsously granted request to use a City facility for any lawful reason. Rolling closure Total closure Lane restrictions - explain below Other - explain below N/A Explain lane restrictions needed and other needed below: SECURITY DEPOSIT AND FEE: DISCLAIMER: ACKNOWLEDGEMENT AND AGREEMENT Mayor's Office ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH CITY FACILITY USE POLICY I have read and understand the City of Carmel, Indiana ("City") Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. I will leave the City facility I use in the same condition that it was immediately prior to my use thereof. I agree to pay for any damage, repair or clean-up costs incurred by the City as a result of my use of a City facility. I hereby certify that I, and the organization I represent, if applicable, agree to be bound by the City's Facility Use Policy and by any addition conditions or restrictions placed upon my/our use of a City facility by the Board. I understand that the Board has the right to deny, alter or revoke my request for the use of a City facility for any lawful reason. I and/or my organization also agree to indemnify and hold harmless the City of Carmel and all of its directors, officers, employees, agents and affiliates from any claims of whatever nature (whether foreseeable or not) arising from or in connection with this Application for any damages, costs or expenses incurred directly or indirectly as a result of my/our use of the City-owned facility and/or property. * GO TO SUBMIT TAB AND CLICK ON SUBMIT Communities Allied for Racial Equity /Carmella Sparrow Name of Organization/Applicant Signature of Authorized Agent/Applicant Carmella Sparrow (Education Reform Chair) Printed Name and Title (If applicable) 12599 Scottish Bend Address of Organization/Applicant 4/19/2022 Date CITY OF CARMEL USE ONLY Approved this ______day of _______________, 20 CITY OF CARMEL, INDIANA By and Through its Board of Public Works and Safety ___________________________________ James Brainard, Presiding Officer Date: ______________________________ ___________________________________ Mary Ann Burke, Member Date: ______________________________ ___________________________________ Lori Watson, Member Date: ______________________________ ATTEST: _____________________ Sue Wolfgang, City Clerk ________________ Date Special Conditions:__________________________________________________________________ 18th May 22 APPLICATION CHECKLIST (for use by City of Carmel) Checklist Applicable permit or approval copies received Application completed in full Event narrative description included Maps attached, if applicable Vendor list attached, if applicable Security deposit or event fee received Certificate of Insurance received Communication plan to residents and/or businesses and/or copy of email correspondence to affected parties received HOA approval received Hamilton County Health Department Hamilton County Sheriff City of Carmel Fire Marshal City of Carmel Police Department Carmel Clay Parks & Recreation SUBMIT CLERK 5-11-22 BPW 5-18-22 ENG KIRSH OK AS OF 5/22 - CHECK BACK IN 2023 TO REVIEW ROUTE RE CONSTRUCTION CRED BREWER OK 5-6-22 CFD SUTTON OK 5-4-22 CPD KEITH OK 5-10-22 18th May 22 CLERK 5-11-22 BPW 5-18-22 CRED BREWER 5-6-22 CFD SUTTON 5-4-22 CPD KEITH 5-10-22 REVIEWED VIA EMAIL ENG KIRSH OK ROUTE 5-5-22 18th May 22 CLERK 5/11/22 BPW 5/18/22 CPD KEITH OK 5/9/22 CFD SUTTON OK 5/9/22 CRED BREWER OK 5/9/22 REVIEWED VIA EMAIL 18th May 22 CLERK 5/11/22 BPW 5/18/22 CPD KEITH OK 5/2/22 CFD SUTTON OK 5/4/22 CRED BREWER OK 5/9/33 REVIEWED VIA EMAIL 18th May 22 CITY OF CARMEL, INDIANA INFORMATION SPECIAL EVENT / FACILITY USE REQUEST FORM Contact Person Email Phone Number: Cell Number: Address Name/Organization: Organization Type: Residency/Location: Event/Use Purpose: Event Date End Date Number of People Expected: Set-Up Start time Tear Down End Time CONTACT INFORMATION: Chris Campbell ccampbell@rego-fix.com 3173615173 3173615173 City Carmel State / Province / Region United States Postal / Zip Code 46033 Country Street Address 1317 Cool Creek Dr Address Line 2 Subcommittee / Indianapolis Admirals R/C Boat Club Non-Profit Organization Do you reside or are you located within the Carmel city limits? Yes No We use the reflecting pool and associated park for a remote control submarine club event. This event has been ongoing (other than the last 2 Covid years) since 2005. 8/13/2022 8/14/2022 75 07:00:00 AM 04:00:00 PM CLERK 5-11-22 BPW 5-18-22 CRED BREWER OK 5-6-22 CFD SUTTON OK 5-4-22 CPD KEITH OK 5-10-22 REVIEWED VIA EMAIL Event Start time:Event end time: Rehearsal Rehearsal Date: Rehearsal Start Time: Rehearsal End Time: Fees? Description of Event: FACILITY (S) REQUESTS: 09:00:00 AM 03:00:00 PM NA Will a Fee be charged for this event? If yes please describe in narrative below. YES NO Provide a brief description of event The Subcommittee will host a remote control submarine fun-run on August 13 and 14th. The event will be held at the Carmel Reflecting Pool and attended by members of the submarine club The Subcommittee. There will be a frame tent set up in the grass next to the pool in the grass of Veteran's Plaza. Tables and chairs will be set up in the tent on which members display their boats. A raffle will also be held at the end of each day. Attach additional pages if needed-SEE BELOW ADDITIONAL PAGES OF DESCRIPTION OF THE EVENT CITY FACILITY (S) REQUESTED: Mark all that apply CARTER GREEN CIVIC SQUARE FOUNTAIN AREA CIVIC SQUARE GAZEBO JAPANESE GARDEN MONON & MAIN PLAZA MIDTOWN PLAZA - Events must be free and open to the public. REFLECTING POOL - Please note that Veteran's Plaza is NOT available for use. Other restrooms at the reflecing pool SPECIAL REQUESTS: Mark all that apply ELECTRICITY FOUNTAIN RESTROOM - FOUNTAIN/GAZEBO JAMES BUILDING RESTROOMS (CARTER GREEN) *Extra fees apply N/A Other open restrooms at reflecting pool, fountains off during the event, electricity on at Veteran's Plaza VENDORS: Mark all that apply SEE CITY OF CARMEL FACILITY USE POLICY VENDORS: CITY SERVICES NEEDED: Neighborhood Name/Streets to be closed UPLOAD MAP VENDORS PRESENT FOOD SERVED (May be subject to Hamilton County Health Department inspection.) ALCOHOL SERVED - Please see Section M under “General Terms and Conditions” in the special event policy handbook. N/A CITY SERVICES NEEDED: Mark all that apply SEE CITY OF CARMEL FACILITY USE POLICY EMERGENCY MEDICAL SERVICES (EMS) (Extra fees may apply) EXTRA PATROL DURING EVENT (when available) TRAFFIC CONTROL (Extra fees may apply) ONSITE SECURITY (Assigned off-duty CPD officers, extra fees will apply) BARRICADES NO PARKING SIGNS (PICK UP AT CARMEL POLICE DEPARTMENT) N/A Please note the number of NO PARKING SIGNS needed EVENT SET UP: Mark all that apply SEE CITY OF CARMEL FACILITY USE POLICY Stage Size of Stage Tent(s) – If you are requesting Midtown Plaza, the exclusive vendor for tent rental is A-Classic Party Rentals (317-251-7368). Size of Tent (s) (Tents 20 x 20 or larger require inspection by Carmel Fire Department, 317-571- 2600) Bounce House N/A Other Ace Party Rental Name of Merchants(s) doing the setup 3178728368 Phone Number of Merchant(s) doing set up: STREET(S) REQUESTED: SEE CITY OF CARMEL FACILITY USE POLICY Include addresses as appropriate An easy to read, color map of the area is required with submission. Type of Closure: Further Info for type of closure A refundable Security Deposit in the amount of $100 for any applicant located or residing within Carmel city limits or a non-refundable event fee in the amount of $150 for any applicant located or residing outside of Carmel city limits must be received prior to application review or processing. Payment may be made online using a credit or debit card at https://www.govpaynow.com . PLC #A0026j, calling the Govpay call center at 1-888-604-7888 (give them PLC#) or in the form of a certified check or money order made payable to the City of Carmel. (Mail to: Carmel City hall, Attn: Lobby Desk, 1 Civic Square, Carmel, IN 46032) The Carmel Board of Public Works and Safety reserves the right, in its sole discretion, to deny any facility use request and/or revoke any previsously granted request to use a City facility for any lawful reason. Rolling closure Total closure Lane restrictions - explain below Other - explain below N/A Explain lane restrictions needed and other needed below: SECURITY DEPOSIT AND FEE: DISCLAIMER: ACKNOWLEDGEMENT AND AGREEMENT Mayor's Office ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH CITY FACILITY USE POLICY I have read and understand the City of Carmel, Indiana ("City") Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. I will leave the City facility I use in the same condition that it was immediately prior to my use thereof. I agree to pay for any damage, repair or clean-up costs incurred by the City as a result of my use of a City facility. I hereby certify that I, and the organization I represent, if applicable, agree to be bound by the City's Facility Use Policy and by any addition conditions or restrictions placed upon my/our use of a City facility by the Board. I understand that the Board has the right to deny, alter or revoke my request for the use of a City facility for any lawful reason. I and/or my organization also agree to indemnify and hold harmless the City of Carmel and all of its directors, officers, employees, agents and affiliates from any claims of whatever nature (whether foreseeable or not) arising from or in connection with this Application for any damages, costs or expenses incurred directly or indirectly as a result of my/our use of the City-owned facility and/or property. * GO TO SUBMIT TAB AND CLICK ON SUBMIT Subcommittee / Indianapolis Admirals Name of Organization/Applicant Signature of Authorized Agent/Applicant Chris Campbell Printed Name and Title (If applicable) 1317 Cool Creek Dr Carmel IN 46033 Address of Organization/Applicant 4/27/2022 Date CITY OF CARMEL USE ONLY Approved this ______day of _______________, 20 CITY OF CARMEL, INDIANA By and Through its Board of Public Works and Safety ___________________________________ James Brainard, Presiding Officer Date: ______________________________ ___________________________________ Mary Ann Burke, Member Date: ______________________________ ___________________________________ Lori Watson, Member Date: ______________________________ ATTEST: _____________________ Sue Wolfgang, City Clerk ________________ Date Special Conditions:__________________________________________________________________ 18th May 22 APPLICATION CHECKLIST (for use by City of Carmel) Checklist Applicable permit or approval copies received Application completed in full Event narrative description included Maps attached, if applicable Vendor list attached, if applicable Security deposit or event fee received Certificate of Insurance received Communication plan to residents and/or businesses and/or copy of email correspondence to affected parties received HOA approval received Hamilton County Health Department Hamilton County Sheriff City of Carmel Fire Marshal City of Carmel Police Department Carmel Clay Parks & Recreation SUBMIT Hamilton Holly J. Harmeyer 12/15/2029 Holly J. Harmeyer 12/15/2029 Hamilton 12/15/2029 Holly J. HarmeyerHamilton 12/15/2029 Holly J. Harmeyer Hamilton