HomeMy WebLinkAboutPaperless Packet for BPW 07.06.22Page 1 of 4
Board of Public Works and Safety Meeting
Agenda
Wednesday, July 6, 2022 – 10:00 a.m.
Council Chambers City Hall, One Civic Square
MEETING CALLED TO ORDER
1. MINUTES
a. Minutes from the June 15, 2022, Regular Meeting
2. BID/QUOTE OPENINGS AND AWARDS
a. Quote Opening for Street Department Project 22-STR-04 - Pergolas; Lee Higginbotham,
Street Commissioner
b. Bid Opening for Street Department Project 22-STR-05 Path Preservation; Lee
Higginbotham, Street Commissioner
c. Quote Opening for Street Department Project 22-STR-07 - Portable Truck Lifts; Lee
Higginbotham, Street Commissioner
d. Bid Opening for Utilities Backup Generator Procurement 2022; John Duffy, Director of
the Department of Utilities
e. Bid Award for 22-STR-02 Sophia Square Plaza Waterproofing Repairs; Lee
Higginbotham, Street Commissioner
f. Bid Award for Project 20-ENG-07- Pedestrian Path Construction on East 106th Street;
Jeremy Kashman, City Engineer
3. PERFORMANCE BOND RELEASE / REDUCTION APPROVAL REQUESTS
a. Resolution BPW 07-06-22-01; Grove at The Legacy Section 3A; Erosion Control; PM
Development
b. Resolution BPW 07-06-22-02; Grove at The Legacy Section 5; Path - Paving /
Monuments; PM Development
Page 2 of 4
4. CONTRACTS
a. Resolution BPW 07-06-22-03; A Resolution of the City of Carmel Board of Public
Works and Safety Acknowledging Agreement Between City and Vendor; INDOT LPA
– Contract #63339 - Des. No: 2200153; Jeremy Kashman, City Engineer
b. Resolution BPW 07-06-22-04; A Resolution of the City of Carmel Board of Public
Works and Safety Acknowledging Agreement Between City and Vendor; Shuck’s
Welding & Fabrication, LLC; ($369,520.32); 22-STR-03 - Hut Trailers; Lee
Higginbotham, Street Commissioner
c. Resolution BPW 07-06-22-05; A Resolution of the City of Carmel Board of Public
Works and Safety Requesting the Financing, Construction, and Dedication of Certain
Infrastructure or Other Impact Zone Improvements in Lieu of and as a Credit Against
the Payment of Parks and Recreation Impact Fees (“PRIF”) and Approving a PRIF
Credit Agreement; Lakeside Apartments of Carmel II, LLC; ($0); Henry Mestetsky,
Director of the Department of Redevelopment
d. Request for Sponsorship Agreement; Indiana University Health North Hospital, Inc.;
($0); Bike Carmel Program Agreement; Nancy Heck, Director of the Department of
Community Relations
e. Request for Assignment Agreement; Minerva Bunker Gear Cleaners of Ohio Corp &
Fire-Dex, GW, LLC d.b.a Gear Wash; ($0); Transfer of Rights and Obligations of the
Original Agreement for Goods and Services (2019) and any Additional Service
Agreements Thereafter from Minerva Bunker to Gear Wash; Chief David Haboush,
Carmel Fire Department
f. Request for Purchase of Goods and Services; Angel Oak Tree Care – Angel’s Touch
Lawn Care, Inc.; ($75,000.00); Tree Removal and Other Landscape Services;
Additional Services Amendment #2; Mike Hollibaugh, Director of the Department of
Community Services
g. Request for Purchase of Goods and Services; Baker Tilly US, LLP; ($39,900.00);
Operations Audit; Lee Higginbotham, Street Commissioner
h. Request for Purchase of Goods and Services; Rieth-Riley Construction Inc.;
($793,523.68); 20-ENG-01 - Smoky Row Road Reconstructions from Old Meridian
Road to Rangeline Road; CO #2; Jeremy Kashman, City Engineer
i. Request for Purchase of Goods and Services; Christopher B. Burke Engineering,
LLC; ($50,000.00); 22-01 On-Call NPDES MS4 Program Assistance; Storm Water;
Jeremy Kashman, City Engineer
j. Request for Addendum to Service Agreement; Clearview AI, Inc.; ($14,995.00);
Clearview Search / Clearview Mobile; Chief Jeffrey Horner, Carmel Police Department
k. Request for Purchase of Goods and Services; CrossRoad Engineers, P.C.;
($407,600.00); 20-ENG-03 - 3rd Avenue SW - Autumn Drive to 2nd Street; Construction
Inspection - Professional Services; Additional Services Amendment #1; Jeremy
Kashman, City Engineer
l. Request for Purchase of Goods and Services; Howard Asphalt, LLC d/b/a Howard
Companies; ($117,425.00); Keystone Crack Sealing; Lee Higginbotham, Street
Commissioner
m. Request for Purchase of Goods and Services; Love to Ride, LLC; ($16,950.00); LTR /
Love to Ride City Platform; Additional Services Amendment; Nancy Heck, Director of
the Department of Community Relations
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n. Request for Purchase of Goods and Services; Nelson Alarm Company; ($49,909.00);
Replacement Cameras - Tarkington and Carter Green Garages; Additional Services
Amendment; Timothy Renick, Director of Information and Communication Systems
o. Request for Purchase of Goods and Services; Stryker Sales, LLC; ($19,338.03);
LIFEPAK CR2 Defibrillator - AED’s - Nine Units; Additional Services Amendment #2;
Chief David Haboush, Carmel Fire Department
p. Request for Purchase of Goods and Services; Yardberry Landscape Company;
($646,099.00); 20-ENG-07 - East 106th Street Pedestrian Path Construction; Jeremy
Kashman, City Engineer
5. REQUEST TO USE CITY STREETS/PROPERTY
a. Request to Use City Hall Caucus Room; Bonbar at Monon Lake HOA Meeting; July
12, 2022; 5:30 PM – 9:00 PM; Jeri Ballantine
b. Request to Use Carter Green / Adjacent Drives / Adjacent Sidewalks / Veteran’s
Memorial South Lawn and Non-Exclusive Use of the James Building and Veterans Way
Parking Structures; Carmel Farmers Market; Every Saturday, May 6, 2023 –
September 30, 2023; 6:00 AM – 1:30 PM; Ron Carter
c. Request to Use a Portion of Public Streets Without Closure; Carmel 5K for Haiti; July
30, 2022; 4:00 AM – 12:00 PM; Meg Gates Osborne, City of Carmel
d. Request to Use Midtown Plaza; Indy Eleven Watch Party vs. New York Red Bulls 2;
July 15, 2022; 5:00 PM - 10:00 PM; Joshua Mason, Indy Eleven
e. Request to Use Midtown Plaza; World Cup Watch Party - USA vs England; November
25, 2022; 11:00 AM - 5:00 PM; Joshua Mason, Indy Eleven
f. Request to Use Civic Square Gazebo; Indianapolis Hebrew Congregation Jewish
Prayer Service; July 15, 2022; 4:00 PM – 8:00 PM; Rabbi Brett Krichiver
g. Request to Use Monon and Main Plaza; Jimmy V Foundation Charity Event; July
21, 2022 at 9:00 AM - July 22, 2022 at 11:00 AM; Anthony Lazzara
h. Request to Use Monon and Main Plaza; Meet Me On Main Event - Community
“Chip-In” Mosaic Activity; July 9, 2022 and August 13, 2022; 12:00 PM - 10:00
PM; Ann O’Brien, City of Carmel
i. Request to Use Civic Square Gazebo; School of Rock Summer Session Concert; August
6, 2022; 9:00 AM – 10:00 PM; Taylor Coonce
j. Request to Use Midtown Plaza; Shred415 Free Outdoor Workout; July 20, 2022; 6:00
PM - 7:00 PM; Jennifer Wilkins
k. Request to Amend Approved Midtown Plaza Use Request; St. Christopher’s Annual
Strawberry Festival; Change Due to Tent Set Up and Tear Down Schedule; August 19,
2022 at 8:00 AM - August 22, 2022 at 8:00 AM; Kevin Price
6. OTHER
a. Request for Acknowledgement of Conflict of Interest; Benjamin Krieg, Carmel Fire
Department
b. Request for Additional Curb Cut; 13934 Salsbury Creek Drive; Property Owner
c. Request for Consent to Encroach and Variance; 3400 East 96th Street; Wood Porsche
RE LLC, Property Owner
Page 4 of 4
d. Request for Dedication and Deed of Public Rights-of-Way; Board of Commissioners
of Hamilton County; Project 20-ENG-02; Tax Parcel No. 29-13-02-409-013.000-.018
Jeremy Kashman, City Engineer
e. Request for Dedication and Deed of Public Rights-of-Way; Medvet 9650 Maple Park
Drive; Broadstone MV Portfolio, LLC; Tax Parcel No. 17-13-07-00-09-002.000;
Jeremy Kashman, City Engineer
f. Request for Road Closure / Open Pavement Cut; 111th Street between Spring Mill
Road and Illinois Street; American Structurepoint, Inc.
g. Request for Small Cell Permit; Permit #SC-2021-00005; Two Locations - 10596 Jumper
Lane Cluster 12 Node 24 / 10861 Spring Mill Road Cluster 12 Node 25; Steve Carr,
AT&T
h. Request for Small Cell Permit; Permit #SC-2021-00008; Three Locations - 4
Lexington Boulevard Cluster 12 Node 40 / 1926 W 116th Street Cluster 12 Node 06 /
2987 W 106th Street Cluster 12 Node 21; Steve Carr, AT&T
i. Request for Storm Water Technical Standards Waiver; The Steadman Apartments –
111th Street and Spring Mill Road; David Welch, American Structurepoint, Inc.
7. ADJOURNMENT
Board of Public Works and Safety Meeting 1
Minutes 2
Wednesday, June 15, 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 10:04 AM. 8
9
MEMBERS PRESENT 10
11
Mayor James Brainard, Board Members Lori Watson and Mary Ann Burke, and Deputy Clerk Holly Harmeyer 12
were present. 13
14
MINUTES 15
16
Minutes from the June 1, 2022 Regular Meeting. Board Member Burke moved to approve. Board Member Watson 17
seconded. Request approved 3-0. 18
19
BID OPENING 20
21
Bid Opening for Project 22-STR-03 – Trailers; Lori Watson opened the bids and Mayor Brainard read them 22
aloud: 23
24
Contractor Bid 25
Shucks Welding and Fabrication $369,520.32 26
27
Crystal Edmondson, Street Department, recommended awarding the bid to Shucks Welding and Fabrication, as 28
they were responsive and the only bidder. Board Member Burke moved to award the bid to Cargill in the 29
amount of $108.50 Per Ton. Board Member Watson seconded. Request approved 3-0. 30
31
32
ADD-ON BID OPENING 33
34
Board Member Burke moved to add one Bid Opening to the agenda. Board Member Watson seconded. Adding-on 35
approved 3-0. 36
37
Bid Opening for Engineering Project 20-ENG-07- Pedestrian Path Construction on East 106th Street; Lori Watson 38
opened the quote and Mayor Brainard read it aloud: 39
40
Contractor Bid 41
Yardberry Landscape Excavating Company $646,099.00 42
OLCO, Inc. $689,925.28 43
Calumet $817,000.00 44
Morphey Construction $847,000.00 45
E&B Paving $864,530.00 46
47
48
49
PERFORMANCE RELEASE/REDUCTION APPROVAL REQUEST 50
51
Resolution BPW 06-15-22-01; Delta Faucet; Right of Way; Board Member Burke moved to approve. Board 52
Member Watson seconded. Request approved 3-0. 53
54
CONTRACTS 55
56
Previous Tabled Request for Purchase of Goods and Services; Traliant Holdings, LLC; ($4,798.36); Culture of 57
Diversity Equity and Inclusion Program; Carmel Police Department. Board Member Burke moved to remove the 58
item from the table, per the request of the Carmel Police Department. Board Member Watson seconded. Removal 59
from table approved 3-0. Board Member Burke moved to remove the item from the agenda. Board Member 60
Watson seconded. Removal from agenda approved 3-0. 61
62
Request for Purchase of Goods and Services; A & S General Construction, Inc.; ($6,752.56); Garage Painting - 63
Carmel Data Center Project; Additional Services Amendment; Board Member Burke moved to approve. Board 64
Member Watson seconded. Request approved 3-0. 65
66
Request for Purchase of Goods and Services; Baker Tilly US, LLP; ($35,000.00); Professional Services for 67
Voluntary Carbon Offset Industry; Member Watson moved to table the contract. Mayor Brainard asked for a 68
vote, and there were no votes to table it. Board Member Burke moved to approve. Mayor Brainard seconded. 69
During a brief discussion, Board Member Watson expressed concern about the contract. Request approved 2-1. 70
(Watson Opposed) 71
72
Request for Purchase of Goods and Services; Bayliss & Co., LLC; ($5,000.00); Consulting for Public Art on Two 73
Roundabouts on Main Street - Education Corridor; Additional Services Amendment; Board Member Burke moved 74
to approve. Board Member Watson seconded. Request approved 3-0. 75
76
Request for Management Agreement; Blue Woods Creek Property Management; ($0); Real Estate Management 77
Agreement; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 78
79
Request for Purchase of Goods and Services; Brennan Equipment Services Company; ($32,875.18); 301-7A 80
Forklift; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 81
82
Request for Addendum to Sales Contract; Haas, Inc.; ($1,000.00); 90 day Pilot of Safety Cloud Service; Board 83
Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 84
85
Request for Purchase of Goods and Services; JAF Property Services, Inc.; ($116,640.00); Network Cabling 86
Equipment and Drop - New Carmel Fire Department Admin Building; Additional Services Amendment; Board 87
Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 88
89
Request for Management Agreement; Northern Beach Property Management; ($0); Real Estate Management 90
Agreement; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 91
92
Request for Purchase of Goods and Services; Zayo Group, LLC; ($5,670.00); Internet Service ($945.00 Monthly); 93
Master Customer Agreement; Board Member Burke moved to approve. Board Member Watson seconded. Request 94
approved 3-0. 95
96
REQUEST TO USE CITY STREETS/PROPERTY 97
98
Request to Use Civic Square Gazebo; Wedding: May 20, 2023, 4:00 PM – 9:00 PM; Rehearsal: May 19, 2023, 99
7:00 PM – 8:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 100
approved 3-0. 101
102
Request to Use Council Chambers; Carmel Green Initiative - Practice Session; June 16, 2022; 2:00 PM – 3:00 103
PM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 104
105
Request to Use Midtown Plaza; Carmel Runners Club Fall Training Kickoff; July 9, 2022; 7:00 AM – 10:00 AM; 106
Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 107
108
Request to Use Civic Square Gazebo; Wedding - No Rehearsal: June 18, 2022; 11:00 AM – 12:30 PM; Board 109
Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 110
111
Request to Use / Close City Streets; Neighborhood Block Party on Florence Street; July 2, 2022; 12:00 PM – 112
10:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 113
114
Request to Use Japanese Garden; Wedding; September 3, 2022; 2:00 PM – 4:00 PM; Board Member Burke 115
moved to approve. Board Member Watson seconded. Request approved 3-0. 116
117
Request to Use Parking Spaces Near the Palladium; Two Sections of Bus Parking on City Center Drive; June 23, 118
2022 at 6:00 AM – June 26, 2022 at 1:00 PM; Board Member Burke moved to approve. Board Member Watson 119
seconded. Request approved 3-0. 120
121
Request to Use Midtown Plaza / Parking Spaces; NBA Draft Viewing Party - Away Game; June 23, 2022; 3:00 122
PM – 10:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 123
3-0. 124
125
Request to Acknowledge Mayor’s Approval to Use Midtown Plaza; Indy Eleven Watch Party - Away Game; June 126
8, 2022; 5:00 PM – 11:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. 127
Request approved 3-0. 128
129
130
OTHER 131
132
Request for Dedication and Deed of Public Rights–of-Way; Clay Township - 106th & College RAB, Parcel 12; 133
Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 134
135
Request for Consent to Encroach and Variance; 849 Freeland Way; Board Member Burke moved to approve. 136
Board Member Watson seconded. Request approved 3-0. 137
138
Request for Consent to Encroach and Variance; 6932 Pickett Place; Board Member Burke moved to approve. 139
Board Member Watson seconded. Request approved 3-0. 140
141
Request for Open Pavement Cut / Lane Restriction; 96th and Haver Way; Retire Gas Service Line; Board Member 142
Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 143
144
Request for Path Closure; 101 E. 116th Street; Board Member Burke moved to approve. Board Member Watson 145
seconded. Request approved 3-0. 146
147
Request for Additional Curb Cut; 2017 Burning Tree Lane; Board Member Burke moved to approve. Board 148
Member Watson seconded. Request approved 3-0. 149
150
Request for Open Pavement Cut / Lane Closures / Sidewalk Closures; Range Line Road and Red Truck Road; 151
Carmel Police Department Expansion Project; Board Member Burke moved to approve. Board Member Watson 152
seconded. Request approved 3-0. 153
154
ADD-ONS 155
156
Board Member Burke moved to add one Resolution to the agenda. Board Member Watson seconded. Add-on of 157
Resolution approved 3-0. Resolution BPW 06-15-22-02; A Resolution of the Board of Public Works and Safety of the 158
City of Carmel, Indiana, Establishing the Policy by which Members May Participate by Electronic Means of 159
Communication. Sergey Grechukhin, Office of Corporation Counsel, and the Mayor explained the need for and 160
contents of the Resolution. Board Member Burke moved to approve. Board Member Watson seconded. Resolution 161
approved 3-0. 162
163
164
ADJOURNMENT 165
166
Mayor Brainard adjourned the meeting at 10:21 a.m. 167
168
169
APPROVED: ____________________________________ 170
Sue Wolfgang – City Clerk 171
172
_____________________________________ 173
Mayor James Brainard 174
ATTEST: 175
176
__________________________________ 177
Sue Wolfgang – City Clerk 178
RESOLUTION NO. BPW 07-06-22-03
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR
WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter
into contracts; and
WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe
City; and
WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard,
has caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and
WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
follows:
1. The foregoing Recitals are incorporated herein by this reference.
2. The receipt ofthe Contract is hereby acknowledged.
3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public
for review.
SO RESOLVED this day of , 2022.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
James Brainard, Presiding Officer
Date:
Mary Ann Burke, Member
Date:
Lori S. Watson, Member
Date:
ATTEST:
Sue Wolfgang, Clerk
Date:
S:\\EBass\\MyDocuments\\BPW-Resolutions\\2022\\Acknowledge Agreement INDOTLPA63339.docx6/27/202210:17AM
INDIANA DEPARTMENT OF TRANSPORTATION - LOCAL PUBLIC AGENCY
PROJECT COORDINATION CONTRACT
CONTRACT #0000000000000000000063339
Des. No.: 2200153
LPA DUNS/UEI No.: FY55BHEGR2J5
CFDA No.: 20.205
This Contract isentered intoby and between the State of Indiana, acting by andthrough the Indiana
Department of Transportation, (hereinafter referred to as "INDOT"), and the CITY OF CARMEL, a local
public agency in the State of Indiana (hereinafter referred to as the "LPA"), and collectively referred to as
the "PARTIES" isexecuted pursuant to the terms and conditions set forth herein and shall be effective as of
the date of approval by the Office of the Indiana Attorney General. In consideration of those mutual
undertakings and covenants, the PARTIES agree as follows:
NOTICE TO PARTIES
Whenever any notice, statement or other communication isrequired under this Contract, itshall be
sent to the following address, unless otherwise specifically advised.
A. Notice to INDOT, regarding contract provisions shall besent to:
Office of LPA and Grant Administration
Attention: Director of LPA and Grant Administration
100 North Senate Avenue, N758 - LocalPrograms
Indianapolis, Indiana 46204
With acopy to:
Chief Legal Counsel and Deputy Commissioner
Indiana Department of Transportation
100 North Senate Avenue, N758 - Legal Services
Indianapolis, Indiana 46204
B. Notices toINDOT regarding project management shall be sent to respective District Office:
INDOT Greenfield District
3650 South Broadway
Greenfield, Indiana 46140
C. Notices to theLPA shall be sent to:
City of Carmel
One Civic Square
Carmel, Indiana 46032
Page 1of 16
RECITALS
WHEREAS, the LPA has submitted an application to receive federal funds for the project
described in Attachment A (the "Project"), which is attached herein and made an integral part of this
Contract; and
WHEREAS, INDOT has approved ofthe LPA'sapplication for federal funding, and the PARTIES
desire to enter into this Contract to establish the responsibilities for the Project; and
WHEREAS, the LPA shall be responsible forits share of the Project cost as stated in this
Contract; and
WHEREAS, the LPA desires to expedite delivery of the Project, comply with all federal
requirements and fiscally manage the Project; and
WHEREAS, the PARTIES have determined the Project isin the best interests of the citizens of the
State of Indiana; and
WHEREAS, the PARTIES execute this Contract pursuant to Indiana Code §§ 8-23-2-5, 8-23-2-6,
8-23-4-7, 36-1-4-7, and 36-1-7-3, and Titles 23 and 49 of theUnited States Code and Titles 23 and 49 of
the Code of Federal Regulations; and
NOW THEREFORE, in consideration of themutual covenants and promises herein contained, the
LPA and INDOT agree asfollows:
I. PROJECT DESCRIPTION.
1.1. The Parties are entering into this Contract tocomplete theProject described as follows:
Des. No. 2200153
Program: Group I Transportation Alternatives
Type of Project: Bike/Pedestrian Facilities
General Scope/Location: Design of amulti-use path on the north side of 96th Street from Ditch Road
to Spring Mill Road
II. LPA RESPONSIBILITIES.
2.1.The LPA shall complete the Project in accordance with INDOT'sDesign Manual (See
http://www.in.gov/indot/design_manual/) and all pertinent state and federal laws, regulations,
policies and guidance, including the INDOT'sLPA Guidance Document (See
https://www.in.gov/indot/2390.htm). The LPA or its consultant shall prepare the environmental
document(s) for the Project in accordance with INDOT'sEnvironmental Manual (See
http://www.in.gov/indot/2523.htm). Land acquisition for the Project by the LPA or its consultant
shall be in accordance with INDOT'sReal Estate Manuals (See http://www.in.gov/indot/2493.htm).
2.2.The LPA shall select the consultant in accordance with INDOT'sconsultant selection procedure for
the consultant services tobe eligible for federal funding orfederal credits.
Page 2of 16
2.3.Ifthe LPA contracts with aconsultant, contractor, or other agent to complete work on the Project, the
LPA may use either the "LPA-CONSULTANT Agreement", which is found at
http://www.in.gov/indot/2833.htm, or an agreement that hasbeen reviewed and approved by INDOT.
2.4. The LPA shall provide all relevant documents including, butnot limited to, all plans, specifications,
and special provisions, to INDOT for its review. Upon INDOT'sreview, the LPA shall modify the
submittal in accordance with INDOT's modifications or comments, ifany. Ifthe LPA fails to
provide asubmittal, untimely provides the submittal, or the submittal isnot approvable, the schedule,
cost, and federal funds for the Project may be jeopardized.
2.5. The LPA shall complete all right-of-way acquisition, utility coordination and acquire the necessary
permit(s) and submit documentation of such to INDOT. The utility coordination shall be in
accordance with 105IAC 13.
2.6. Ifthe LPA fails to meet any of the requirements of Sections 2.1, 2.2, 2.4, or 2.5above, INDOT will
not let the construction Project. IfINDOT, and FHWA where necessary, approve LPA'ssubmittals,
INDOT shall schedule the Project for letting atthe next reasonable date.
2.7. The cost of the invoice of the construction, utility, and/or railroad work shall be paid by the LPA no
later than thirty (30) calendar days from the date of letting.
2.8. The LPA shall make timely payments of costs to INDOT to avoid delays and increased costs to the
Project. Ifthe LPA fails to make timely payments of the full amount invoiced byINDOT, within
sixty (60) calendar days past the due date, INDOT shall be authorized to cancel all contracts relating
to this Contract, including thecontracts listed in II.A.1 of Attachment A, which isattached hereto
and incorporated herein by reference, and/or proceed in accordance with I.C. 8-14-1-9 to compel the
Auditor of the State of Indiana to make amandatory transfer of funds from the LPA'sallocation of
the Motor Vehicle Highway Account to INDOT'saccount.
2.9. The LPA shall be responsible for all costs associated with additional provisions and/or expenses in
excess of the federal funds allocated to the Project. The LPA, inconjunction with FHWA (if
applicable) and INDOT shall review and approve all change orders submitted by the field Project
Engineer/Supervisor, and such approvals shall not be unreasonably withheld.
2.10. The LPA shall provide competent and adequate engineering, testing, and inspection service to ensure
the performance of the work is in accordance with the construction contract, plans andspecifications
and any special provisions or approved change orders. If, in INDOT'sopinion, the services
enumerated in this Section are deemed to be incompetent, inadequate or are otherwise insufficient,
or if adispute arises, INDOT shall, in its solediscretion, have theright to supplement theservices or
replace the engineers or inspectors providing these services atthe sole expense of the LPA.
2.10.1. Ifproject inspection will beprovided by full-time LPA employees, the personnel must be
employees ofthe LPA. Temporary employment or retainage-based payments are not
permissible. INDOT must pre-approve, inwriting, the LPA's personnel. Only costs incurred
after INDOT'swritten notice toproceed to theLPA shall be eligible for federal-aid
participation. All claims for federal aidshall be submitted to theDistrict office, referenced
on Page 1of the Contract for payment.
2.10.2. Ifproject inspection will be provided by the LPA'sconsultant, INDOT must approve,
in writing, the consultant personnel prior to their assignment to the Project. The LPA shall
execute acontract with aconsultant setting forth the scope of work and fees. The LPA shall
submit this contract to INDOT prior to INDOT'sReady for Contracts date for the Project.
Only costs incurred after INDOT'swritten notice to proceed to the LPA and the LPA's
written notice to proceed to the consultant shall be eligible for federal aid participation. All
claims forfederal aid shall be submitted to the District office, referenced on page 1of this
Contract for payment.
Page 3of 16
2.11. The LPA shall submit reports, including but not limited to quarterly reports, to INDOT regarding the
Project's progress and the performance of work per INDOT standard reporting methods. Ifthe
required reports are not submitted, federal funds may be withheld.
2.12. The LPA hereby agrees that all utilities which cross or otherwise occupy theright-of-way of
said Project shall be regulated on a continuing basis by the LPA in accordance with INDOT's
Utility Procedure and Accommodation Policy (See https://www.in.gov/indot/doing-business-with-
indot/files/UAP-Final-Draft-5.29.19.pdf). The LPA shall execute written use and occupancy
contracts as defined in this Policy.
2.13. IfFHWA or INDOT invokes sanctions per Section 6.6.2. of this Contract, or otherwise denies or
withholds federal funds (hereinafter called acitation or cited funds) for anyreason andfor all or any
part of the Project, the LPA agrees asfollows:
2.13.1. In the event of acorrectable noncompliance, the LPA shall make the corrections to the
satisfaction of FHWA andINDOT in a reasonable amount of time. In the event the LPA
fails tomake therequired corrections, Sections 2.14.2and 2.14.3 (as applicable) shall apply.
2.13.2. In the event acitation for noncompliance: (1) isunable to be corrected, (2) the LPA fails to
make corrections, (3) the LPA makes corrections which are not acceptable to FHWA and
INDOT, or (4) for whatever reason the FHWA citation continues in force beyond a
reasonable amount of time, Section 2.14.2shall apply and adjustments shall be made as
follows:
A. The LPA shall reimburse INDOT the total amount ofall right-of-way costs that are
subject to FHWA citation which have been paidby INDOT to the LPA.
B. Ifno right-of-way costs have been paid by INDOT to the LPA or on the LPA'sbehalf,
INDOT shall notpay anyclaim or billing for right-of-way that issubject tothe FHWA
citation.
C. The LPA isnot entitled to bill INDOT or to be reimbursed for any of its right-of-way
liabilities or costs that are subject to any FHWA citation in force.
2.13.3. IfFHWA issues acitation denying or withholding all or any part of construction costs due
toLPA's noncompliance with right-of-way requirements, and construction work has
commenced, the following shall apply:
A. INDOT may elect to terminate, suspend, or continue construction work in accordance
with the provisions of the construction contract.
B. INDOT may elect to pay its obligations under the provisions of the construction
contract.
C. If the noncompliance can be corrected, the LPA shall make the corrections in a
reasonable amount of time to the satisfaction of FHWA and INDOT.
D. In the event acitation for noncompliance: (1) is unable to be corrected, (2) the LPA
fails tomake corrections, (3) the LPA makes corrections which are not acceptable to
FHWA and INDOT, or (4) for whatever reason the FHWA citation continues in force
beyond areasonable amount oftime, and construction work has been terminated or
suspended, the LPA shall reimburse INDOT the full amount the LPA paid for said
construction work, less the amount offederal funds allowed by FHWA.
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2.13.4. The LPA shall reimburse INDOT the total cost of the Project not eligible for federal
participation.
2.13.5. Iffor any reason INDOT isrequired to repay to FHWA the sum(s) of federal funds paid to
the LPA orany other entity through INDOT under the terms of this Contract, then the LPA
shall repay to INDOT such sum(s) within forty-five (45) days after receipt of an invoice
from INDOT. Payment for any and allcosts incurred bythe LPA which arenot eligible for
federal funding shall be the sole obligation of the LPA.
III. INDOT RESPONSIBILITIES.
3.1.INDOT shall have full authority and access to inspect and review all plans, specifications, and
special provisions for the Project, regardless of when those plans, specifications, special provisions,
or other such Project documents were created.
3.2.After the LPA has submitted andINDOT has accepted all pre-letting documents, INDOT will
prepare the Engineer'sEstimate for construction of the Project.
3.3.Ifthe LPA owes INDOT money which ismore than sixty (60) days past due, INDOT will not open
the construction bids for the Project.
3.4.Not later than sixty (60) calendar days after receipt byINDOT of acertified copy of a resolution
from the LPA'sfiscal body authorizing the LPA to make payment to INDOT according to the terms
of Attachment A, and fulfillment of all other pre-letting obligations of this Contract, INDOT shall,
in accordance with applicable laws and rules, including I.C. 8-23-9, I.C. 8-23-10, and 105 I.A.C. 11,
conduct ascheduled letting.
3.5.Subject to theLPA'swritten approval, INDOT shall award the construction contract forthe Project
according to applicable laws and rules.
3.6.Notlater than seven (7) calendar days after INDOT awards theconstruction contract described
above, INDOT shall invoice the LPA for the LPA'sshare of theconstruction cost.
3.7.IfINDOT has received the LPA'sshare of the Project construction cost and ifthe lowest qualified
bidder has not otherwise been disqualified, INDOT shall issue notice to proceed for the Project to
the contractor within fourteen (14) calendar days of its receipt of the LPA'sshare of the construction
cost.
3.8.INDOT shall have the right and opportunity to inspect any construction under this Contract to
determine whether the construction isin conformance with the plans and specifications for the
Project.
3.9.In the event the engineering, testing, and inspection services provided by the LPA, in the opinion of
INDOT, are deemed to be incompetent or inadequate or are otherwise insufficient or adispute arises,
INDOT shall, in its sole discretion, have the right tosupplement the engineering, testing, and
inspection force orto replace engineers or inspectors employed insuch work at the expense of the
LPA. INDOT's engineers shall control the work the same as onother federal aid construction
contracts.
3.10. After the final Project audit isapproved by INDOT, theLPA shall, within forty-five (45) days after
receipt of INDOT'sinvoice, make final payment to INDOT pursuant to Attachment Aor INDOT
shall, within forty-five (45) days after approval of the audit, refund any Project overpayment to the
LPA.
Page 5of 16
IV. PROJECT FUNDS.
4.1.INDOT will not share in thecost of the Project. INDOT will disburse funds from time to time;
however, INDOT will be reimbursed by the Federal Highway Administration (FHWA) or the LPA.
Payment will be made for the services performed under this Contract inaccordance with Attachment
A (Project Funds).
V. TERM AND SCHEDULE.
5.1. Ifthe LPA has the plans, special provisions, and cost estimate (list of pay items, quantities, and unit
prices) for the Project ready such that federal funds can be obligated (INDOT obligates the funds
about 7weeks before thedate bids are opened forthe construction contract), between July 1, 2023
and June 30, 2024, INDOT will make the federal funds shown in Section I.B. and/or Section I.C. of
Attachment A available for the Project, provided the Project iseligible, and provided the federal
funds shown in Section I.B. of Attachment A are available.
5.2. In the event that federal funds for the Project are notobligated during the time listed in Section 5.1, but
the LPA has the plans, special provisions, and cost estimate for the Project ready such that federal
funds can be obligated between July 1, 2024 and June 30, 2026, INDOT will schedule the contract for
letting, provided the Project iseligible, and provided the federal funds shown in Section I.B. and/or
section I.Cof Attachment A are available.
5.3. In the event that federal funds for the Project are not obligated during the period listed in Section 5.1or
Section 5.2, the federal funds allocated to the Project may be obligated in the fiscal year chosen by
INDOT or the federal funds allocated to the Project will lapse. If the LPA provides notice to INDOT
that any purchase order can be closed for any phase of the Project, then the federal funds that had been
obligated and/or allocated to the Project shall be forfeited by the LPA as of the date of the notice. Ifa
purchase order for any phase goes inactive after nine months, the federal funds shall be forfeited by the
LPA.
5.4. Ifthe Program isGroup I or Group II, Sections 5.1, 5.2 and 5.3 do not apply, but will be obligated
according to the fiscal year programmed in the most current MPO TIP, provided the MPO funding is
within their fiscal year allocation.
VI.GENERAL PROVISIONS
6.1.Access to Records. The LPA shall maintain all books, documents, papers, correspondence,
accounting records and other evidence pertaining to the cost incurred under this Contract, and shall
make such materials available at their respective offices at all reasonable times during the period of
this Contract and for five (5) years from the date of final payment under theterms of this Contract,
for inspection or audit by INDOT and/or the Federal Highway Administration ("FHWA") or its
authorized representative, andcopies thereof shall be furnished free of charge, ifrequested by
INDOT, and/orFHWA. The LPA agrees that, upon request by any agency participating in federally-
assisted programs with whom the LPA has contracted or seeks to contract, the LPA may release or
make available totheagency any working papers from an audit performed by INDOT and/or FHWA
of theLPA in connection with this Contract, including any books, documents, papers, accounting
records and other documentation which support or form the basis for theaudit conclusions and
judgments.
6.2.Assignment of Antitrust Claims. Aspart of the consideration for the award of this Contract, the
LPA assigns to the State all right, title andinterest in and to anyclaims the LPA now has, ormay
acquire, under state or federal antitrust laws relating to the products or services which are the subject
of this Contract.
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6.3.Audits. The LPA acknowledges thatitmay be required to submit to an audit of funds paid through
this Contract. Any such audit shall be conducted in accordance with IC §5-11-1, et seq., and audit
guidelines specified by the State. The State considers the LPA to be a "sub-recipient" for purposes of
thisContract. However, ifrequired byapplicable provisions of the Office of Management and
Budget Circular A-133 (Audits of States, Local Governments, and Non-Profit Organizations),
following theexpiration of this Contract the LPA shall arrange for a financial and compliance audit
of funds provided by the State pursuant to this Contract. Such audit is to be conducted by an
independent public or certified public accountant (or as applicable, the Indiana State Board of
Accounts), and performed in accordance with Indiana State Board of Accounts publication entitled
Uniform Compliance Guidelines for Examination of Entities Receiving Financial Assistance from
Governmental Sources," and applicable provisions of the Office of Management and Budget
Circulars A-133 (Audits of States, Local Governments, andNon-Profit Organizations). The LPA is
responsible for ensuring that the audit and any management letters arecompleted and forwarded to
the State in accordance with the terms of this Contract.
For audits conducted pursuant to Indiana Code 5-11-1, and audited by the Indiana State Board of
Accounts on the time schedule set forth by theIndiana State Board of Accounts, the LPA shall
provide to the Indiana State Board of Accounts, allrequested documentation necessary to audit the
Local Public Agency in its entirety.
Ifthe audit isconducted by an independent public or certified public accountant andnot the Indiana
State Board of Accounts, the LPA shall submit the completed audit to the Indiana State Board of
Accounts within 10 (ten) days of the completion of the audit.
The audit shall be anaudit ofthe actual entity, ordistinct portion thereof that isthe LPA, and not of
aparent, member, or subsidiary corporation of theLPA, except to the extent such an expanded audit
may be determined by the Indiana State Board of Accounts or the State to be in the best interests of
the State.
6.4.Authority to Bind LPA. The signatory for the LPA represents that he/she has been duly authorized
to execute this Contract on behalf of the LPA, and hasobtained all necessary or applicable approvals
to make this Contract fully binding upon the LPA when his/her signature isaffixed and accepted by
the State.
6.5.Certification for Federal-Aid Contracts Lobbying Activities. The LPA certifies, by signing and
submitting this Contract, to the best of its knowledge and belief that theLPA hascomplied with
Section 1352, Title 31, U.S. Code, andspecifically, that:
A. No Federal appropriated funds have been paid or will be paid, by or on behalf of the LPA,
to any person for influencing or attempting toinfluence anofficer or employee of any Federal
agency, aMember of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with the awarding of any federal agreement, the making of
anyFederal grant, the making of anyfederal loan, the entering into of any cooperative
agreement, andthe extension, continuation, renewal, amendment, or modification of anyfederal
agreement, grant, loan, orcooperative agreement.
B. Ifany funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any Federal agency,
aMember ofCongress, an officer or employee of Congress, oran employee of aMember of
Congress in connection with this federal agreement, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form-LLL, (Disclosure Form to Report
Lobbying), in accordance with its instructions.
C. The LPA also agrees by signing this Contract that itshall require that the language of this
certification be included in all lower tier subcontracts, which exceed $100,000, and that all such
sub recipients shall certify and disclose accordingly. Any person who fails to sign or file this
Page 7of 16
required certification shall be subject to acivil penalty of not less than $10,000and not more
than $100,000 for each failure.
6.6.Compliance with Laws.
6.6.1. The LPA shall comply with all applicable federal, state and local laws, rules, regulations
andordinances, and all provisions required thereby to be included herein arehereby
incorporated by reference. Theenactment or modification ofany applicable state or federal
statute or the promulgation of rules or regulations there under, after execution of this
Contract shall be reviewed by INDOT and the LPA to determine whether the provisions of
this Contract require formal modification.
6.6.2. The LPA acknowledges that federal requirements provide for the possible loss of federal
funding to one degree or another when the requirements of Public Law 91-646 and other
applicable federal and state laws, rules andregulations are not complied with.
6.6.3. The LPA acknowledges paragraph 7of the Federal Highway Program Manual, Volume 7,
Chapter 1, Section 3, entitled "Withholding Federal Participation" which isherewith quoted
in part as follows: "Where correctable noncompliance with provisions of lawor FHWA
requirements exist, federal funds may be withheld until compliance is obtained. Where
compliance isnot correctable, theFHWA may deny participation in parcel or project costs
inpart or in total."
6.6.4. TheLPA and its agents shall abide by all ethical requirements that apply to persons who
have abusiness relationship with the State as set forth in IC §4-2-6, etseq., IC §4-2-7, et
seq. and the regulations promulgated thereunder. If the LPA has knowledge, or would
have acquired knowledge with reasonable inquiry, that astate officer, employee, or
special state appointee, as those terms are defined in IC4-2-6-1, hasa financial
interest inthe Contract, the LPA shall ensure compliance with the disclosure
requirements in IC 4-2-6-10.5prior to the execution of this Contract. Ifthe LPA isnot
familiar with these ethical requirements, the LPA should refer any questions to the Indiana
State Ethics Commission, or visit the Inspector General's website at
http://www.in.gov/ig/. Ifthe LPA or its agents violate any applicable ethical standards, the
State may, in its sole discretion, terminate this Contract immediately upon notice to the
LPA. In addition, the LPA may be subject topenalties under IC §§4-2-6, 4-2-7, 35-44.1-1-
4, and under any other applicable laws.
6.6.5. The LPA warrants that the LPA and its contractors shall obtain and maintain all required
permits, licenses, registrations, and approvals, and shall comply with all health, safety, and
environmental statutes, rules, or regulations in the performance of work activities under this
Contract. Failure to do so may be deemed amaterial breach of this Contract and grounds
for immediate termination and denial of further work with the State.
6.6.6. As required byIC §5-22-3-7:
1) The LPA and any principals ofthe LPA certify that:
A. the LPA, except forde minimis and nonsystematic violations, has notviolated
the terms of:
i) IC §24-4.7 \[Telephone Solicitation Of Consumers\];
ii) IC §24-5-12 \[Telephone Solicitations\]; or
iii) IC §24-5-14 \[Regulation of Automatic Dialing Machines\];
in the previous three hundred sixty-five (365) days, even ifIC §24-4.7
ispreempted by federal law; and
B. the LPA will not violate the terms of IC §24-4.7forthe duration oftheContract,
even ifIC §24-4.7ispreempted by federal law.
Page 8of 16
2) The LPA and anyofficials of the LPA certify that an affiliate or official of the LPA and
anyagent acting on behalf of the LPA or on behalf of an affiliate or official of the LPA
except for deminimis and nonsystematic violations,
A. has not violated the terms of IC §24-4.7in the previous three hundred sixty-five
365) days, even ifIC §24-4.7is preempted by federal law; and
B. will not violate the terms of IC §24-4.7for the duration of theContract, even if
IC §24-4.7ispreempted by federal law.
6.7.Debarment and Suspension.
1. The LPA certifies byentering into this Contract that neither itnor its principals nor any ofits
contractors are presently debarred, suspended, proposed for debarment, declared ineligible or
voluntarily excluded from entering into this Contract by anyfederal agency or by any
department, agency or political subdivision of the State of Indiana. The term "principal" for
purposes of this Contract means an officer, director, owner, partner, key employee or other
person with primary management or supervisory responsibilities, or aperson who has a
critical influence on or substantive control over the operations of the LPA.
2. The LPA certifies that itwillverify the state and federal suspension and debarment status for all
contractors receiving funds under this Contract and shall be solely responsible for any
recoupment, penalties or costs that might arise from use of asuspended or debarred contractor.
The LPA shall immediately notify INDOT ifany contractor becomes debarred or suspended,
and shall, at INDOT'srequest, take allsteps required by INDOT to terminate itscontractual
relationship with the contractor for work tobe performed under this Contract.
6.8.Disadvantaged Business Enterprise Program. Notice is hereby given to the LPA or aLPA
Contractor that failure to carry out the requirements set forth in 49CFR Sec. 26.13(b) shall
constitute abreach of this Contract and, after notification, may result in termination of this Contract
or such remedy asINDOT deems appropriate.
The referenced section requires the following policy and disadvantaged business enterprise ("DBE")
assurance to be included in all subsequent contracts between the LPA and any contractors, vendors
or suppliers:
The LPA shall not discriminate on the basis of race, color, national origin, or sex in the
performance of this Contract. The LPA shall carry out applicable requirements of 49 CFR
Part 26 in theaward and administration of DOT-assisted contracts. Failure by the LPA to
carry out these requirements isamaterial breach of this Contract, which may result in the
termination ofthis Contract or such other remedy, as INDOT, as the recipient, deems
appropriate.
As part of the LPA'sequal opportunity affirmative action program, itisrequired that the LPA shall
take positive affirmative actions and put forth good faith efforts tosolicit proposals orbids from and
to utilize disadvantaged business enterprise contractors, vendors orsuppliers.
6.9.Disputes.
6.9.1. Should any disputes arise with respect to this Contract, the LPA and INDOT agree to act
immediately to resolve such disputes. Time isof the essence inthe resolution of disputes.
6.9.2. The LPA agrees that, the existence of adispute notwithstanding, itshall continue without
delay tocarry out all of its responsibilities under this Contract that are not affected by the
dispute. Should the LPA fail to continue toperform its responsibilities regarding all non-
Page 9of 16
disputed work, without delay, any additional costs incurred by INDOT or the LPA as a
result of such failure toproceed shall be borne bythe LPA.
6.9.3. Ifaparty to the contract isnot satisfied with the progress toward resolving a dispute, the
party must notify in writing the other party ofthis dissatisfaction. Upon written notice, the
PARTIES have ten (10) working days, unless the PARTIES mutually agree to extend this
period, following the notification to resolve the dispute. Ifthe dispute is notresolved
within ten (10) working days, a dissatisfied party will submit the dispute in writing
according tothe following procedure:
6.9.4. The PARTIES agree to resolve such matters through submission ofthis dispute to the
Commissioner of INDOT. TheCommissioner shall reduce adecision to writing and mail
or otherwise furnish a copy thereof to the LPA within ten (10) working days after
presentation of such dispute for action. The presentation may include aperiod of
negotiations, clarifications, and mediation sessionsand will not terminate until the
Commissioner or one of thePARTIES concludes that thepresentation period isover. The
Commissioner'sdecision shall be final andconclusive unless either party mails or otherwise
furnishes to theCommissioner, within ten (10) working days after receipt of the
Commissioner'sdecision, awritten appeal. Within ten (10) working days of receipt by the
Commissioner ofawritten request for appeal, the decision may be reconsidered. Ifaparty
isnot satisfied with the Commissioner'sultimate decision, the dissatisfied party may submit
the dispute to an Indiana court of competent jurisdiction.
6.9.5. INDOT may withhold payments on disputed items pending resolution of the dispute. The
unintentional nonpayment by INDOT to the LPA of one or more invoices not in dispute in
accordance with the terms of this Contract will not be cause for LPA to terminate this
Contract, and theLPA may bring suitto collect these amounts without following the
disputes procedure contained herein.
6.10. Drug-Free Workplace Certification. As required by Executive Order No. 90-5dated April 12,
1990, issued by the Governor of Indiana, the LPA hereby covenants and agrees tomake agood faith
effort to provide and maintain adrug-free workplace. The LPA will give written notice to the State
within ten (10) days after receiving actual notice that the LPA, or an employee of the LPA in the
State of Indiana, has been convicted of acriminal drug violation occurring in the workplace. False
certification or violation of this certification may result in sanctions including, but not limited to,
suspension of contract payments, termination of this Contract and/or debarment of contracting
opportunities with theState for upto three (3) years.
In addition to the provisions of the above paragraph, ifthe total amount set forth in this Contract is
in excess of $25,000.00, the LPA certifies and agrees that itwill provide adrug-free workplace by:
A. Publishing and providing to all of its employees astatement notifying them that the unlawful
manufacture, distribution, dispensing, possession or use of acontrolled substance is
prohibited in the LPA'sworkplace, and specifying the actions that will be taken against
employees for violations of such prohibition;
B. Establishing adrug-freeawareness program to inform its employees of (1) the dangers of
drug abuse in the workplace; (2) the LPA'spolicy of maintaining a drug-free workplace; (3)
any available drug counseling, rehabilitation and employee assistance programs; and (4) the
penalties that may be imposed upon an employee for drug abuse violations occurring in the
workplace;
C. Notifying all employees inthe statement required by subparagraph (1) above that as a
condition of continued employment, the employee will (1) abide by the terms of the
Page 10of 16
statement; and (2) notify the LPA of any criminal drug statute conviction for aviolation
occurring inthe workplace no later than five (5) days after such conviction;
D. Notifying theState in writing within ten (10) days after receiving notice from an employee
under subdivision (3)(2) above, or otherwise receiving actual notice of such conviction;
E. Within thirty (30) days after receiving notice under subdivision (3)(2) above of aconviction,
imposing the following sanctions or remedial measures on anyemployee who isconvicted of
drug abuse violations occurring in the workplace: (1) taking appropriate personnel action
against the employee, up toand including termination; or (2) requiring such employee to
satisfactorily participate in adrug abuse assistance or rehabilitation program approved for
such purposes by afederal, state or local health, law enforcement, or other appropriate
agency; and
F. Making agood faith effort to maintain adrug-free workplace through the implementation of
subparagraphs (A) through (E) above.
6.11. Employment Eligibility Verification. The LPA affirms under the penalties of perjury that they do not
knowingly employ an unauthorized alien. The LPA further agrees that:
A. The LPA shall enroll in andverify the work eligibility status of all its newly hired employees
through the E-Verify program as defined in IC 22-5-1.7-3. The LPA is not required to
participate should the E-Verify program cease to exist. Additionally, the LPA is not required to
participate iftheLPA isself-employed anddo notemployee any employees.
B. The LPA shall not knowingly employ or contract with an unauthorized alien. The LPA shall not
retain an employee or contract with aperson that the LPA subsequently learns is an
unauthorized alien.
C. The LPA shall require its contractors, who perform work under this Contract, tocertify to the
LPA that the contractor does not knowingly employ or contract with an unauthorized alien and
that the contractor has enrolled and isparticipating in theE-Verify program. The LPA agrees to
maintain thiscertification throughout theduration of the term of acontract with acontractor.
The State may terminate for default ifthe LPA fails to cure abreach of thisprovision no
later than thirty (30) days after being notified by the State.
6.12. Force Majeure. In the event that any Party isunable to perform any of its obligations under this
Contract or to enjoy any ofits benefits because ofnatural disaster or decrees of governmental bodies
not the fault ofthe affected Party (hereinafter referred to asa "Force Majeure Event"), theParty who
has been so affected shall immediately or as soon is reasonably possible under the circumstances give
notice to the other Party and shall do everything possible to resume performance. Upon receipt of such
notice, all obligations under this Contract shall be immediately suspended. If the period of
nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the
Party whose ability to perform has notbeen so affected may, by giving written notice, terminate this
Contract.
6.13. Funding Cancellation Clause. As required by Financial Management Circular 3.3and IC 5-22-17-
5, when the Director of the State Budget Agency makes awritten determination thatfunds are not
appropriated or otherwise available to support continuation of the performance of thisContract, this
Contract shall be canceled. A determination by theDirector of the State Budget Agency that funds
are not appropriated or otherwise available tosupport continuation ofperformance shall be final and
conclusive.
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6.14. Governing Laws. This Contract shall be governed, construed and enforced in accordance with the
laws of theState ofIndiana, without regard to its conflict of laws rules. Suit, ifany, must be brought
in the State of Indiana.
6.15. Indemnification. The LPA agrees to indemnify, defend, exculpate, and hold harmless the State of
Indiana, and INDOT and/or its/their officials, agents, representatives, attorneys and employees,
individually and/or jointly, from any and all claims, demands, actions, liability and/or liens that may
be asserted by theLPA and/or by any other person, firm, corporation, insurer, government or other
legal entity, for any claim for damages arising out of any and all loss, damage, injuries, and/or other
casualties of whatsoever kind, or bywhomsoever caused, to the person or property of anyone on or
other casualties of whatsoever kind, or by whomsoever caused, to the person or property of anyone
onor off theright-of-way, arising outof or resulting from the performance ofthe contract or from
the installation, existence, use, maintenance, condition, repairs, alteration and/or removal of any
equipment or material, whether due in whole or in part to theacts and/or omissions and/or negligent
acts and/or omissions:
A. of the State of Indiana, INDOT, and/or its/their officials, agents, representatives, attorneys
and/or employees, individually and/orjointly;
B. of the LPA, and/or its officials, agents, representatives, attorneys and/or employees,
individually and/or jointly;
C. of any and all persons, firms, corporations, insurers, government or other legal entity engaged
in the performance of the contract; and/or
D. the joint negligence of any of them, including any claim arising out ofthe Worker's
Compensation law or any other law, ordinance, order, or decree.
The LPA also agrees to payall reasonable expenses and attorney'sfees incurred by or imposed on
the State of Indiana, INDOT and/or its/their officials, agents, representatives, attorneys, and/or
employees, individually and/or jointly, in connection herewith in the event that the LPA shall default
under the provisions ofthis section.
The LPA also agrees to payall reasonable expenses and attorney'sfees incurred by or imposed on
the State of Indiana, INDOT and/or its/their officials, agents, representatives, attorneys, and/or
employees, individually and/or jointly, in asserting successfully a claim against the LPA for
indemnity pursuant to this contract. INDOT will not provide indemnification to the LPA.
6.16. Merger & Modification. This Contract constitutes the entire agreement between the PARTIES.
No understandings, agreements, or representations, oral or written, not specified within this Contract
will be valid provisions of thisContract. This Contract may not bemodified, supplemented or
amended, in any manner, except by written agreement signed by all necessary PARTIES.
6.17. Non-Discrimination.
6.17.1. Pursuant to the Indiana Civil Rights Law, specifically including IC 22-9-1-10, and in
keeping with the purposes of the Civil Rights Actof 1964 as amended, the Age
Discrimination in Employment Act, and the Americans with Disabilities Act, theLPA
covenants that it shall not discriminate against any employee or applicant for
employment relating to this Contract with respect to the hire, tenure, terms, conditions or
privileges of employment or any matter directly or indirectly related to employment,
because of the employee'sor applicant's race, color, national origin, religion, sex, age,
disability, ancestry, status as aveteran, or any other characteristic protected by federal,
state or local law ("Protected Characteristics"). The LPA certifies compliance with
applicable federal laws, regulations and executive orders prohibiting discrimination based
Page 12of 16
on the Protected Characteristics in the provision of services. Breach of this covenant may
be regarded as amaterial breach of this Contract,but nothing in this covenant shall be
construed to imply or establish an employment relationship between the State and any
applicant or employee of the LPA or any subcontractor.
6.17.2. INDOT is arecipient of federal funds, and therefore, where applicable, the LPA and any
subcontractors shall comply with requisite affirmative action requirements, including
reporting, pursuant to 41 CFR Chapter 60, asamended, and Section 202 of Executive
Order 11246 as amended by Executive Order 13672.
The LPA agrees that if theLPA employs fifty (50) or more employees and does at least
50,000.00 worth ofbusiness with the State and isnot exempt, the LPA will comply with
the affirmative action reporting requirements of 41 CFR 60-1.7. The LPA shall comply
with Section 202 of executive order 11246, as amended, 41CFR 60-250, and 41 CFR 60-
741, as amended, which are incorporated herein by specific reference. Breach of this
covenant may be regarded as amaterial breach of Contract.
Itisthe policy of INDOT to assure full compliance with Title VI of the Civil Rights
Actof 1964, the Americans with Disabilities Actand Section 504 of the Vocational
Rehabilitation Act and related statutes and regulations inall programs and activities.
Title VI and related statutes require that no person in the United States shall on the
grounds of race, color or national origin be excluded from participation in, be denied the
benefits of, or be subjected to discrimination under anyprogram or activity receiving
Federal financial assistance. (INDOT'snondiscrimination enforcement isbroader than
the language of Title VI and encompasses other State andFederal protections. INDOT's
nondiscrimination enforcement shall include the following additional grounds: sex,
sexual orientation, gender identity, ancestry, age, income status, religion, disability,
limited English proficiency, or status as aveteran).
6.17.3. During the performance of this Contract, the LPA, foritself, its assignees and successors
in interest (hereinafter referred to as the "LPA") agrees to the following assurances under
Title VIof the Civil Rights Act of 1964:
A. Compliance with Regulations: The LPA shall comply with the regulations
relative to nondiscrimination in Federally-assisted programs of the Department of
Transportation, Title 49 CFR Part 21, asthey may be amended from time to time
hereinafter referred to as the Regulations), which are herein incorporated by
reference and made apart of this Contract.
B. Nondiscrimination: The LPA, with regard to the work performed by it during the
Contract, shall notdiscriminate on the grounds ofrace, color, sex, sexual orientation,
gender identity, national origin, religion, disability, ancestry, or status as a veteran in
the selection and retention of subcontractors, including procurements of materials
and leases of equipment. The LPA shall not participate either directly or indirectly
in the discrimination prohibited by section 21.5of the Regulation, including
employment practices when the Contract covers aprogram set forth in Appendix B
of theRegulations.
C. Solicitations for Subcontracts, Including Procurements of Materials and
Equipment: In all solicitations either by competitive bidding or negotiation made by
the LPA for work to be performed under a subcontract, including procurements of
materials or leases of equipment, each potential subcontractor or supplier shall be
notified by the LPA of the LPA's obligations under this Contract, and the
Page 13of 16
Regulations relative tonondiscrimination on the grounds of race, color, sex, sexual
orientation, gender identity, national origin, religion, disability, ancestry, income
status, limited English proficiency, or status as aveteran.
D. Information and Reports: The LPA shall provide all information and reports
required by the Regulations, or directives issued pursuant thereto, and shall permit
access to its books, records, accounts, other sources of information, and its facilities
as may bedetermined by the Indiana Department of Transportation andFederal
Highway Administration to be pertinent to ascertain compliance with such
Regulations, orders and instructions. Where anyinformation required ofaLPA is in
the exclusive possession of another who fails or refuses to furnish this information,
the LPA shall so certify to the Indiana Department of Transportation or the Federal
Highway Administration as appropriate, and shall set forth what efforts ithas made
to obtain the information.
E. Sanctions for Noncompliance: In the event of the LPA'snoncompliance with the
nondiscrimination provisions of this Contract, the Indiana Department of
Transportation shall impose such contract sanctions as itor the Federal Highway
Administration may determine to beappropriate, including, but not limited to: (a)
withholding payments to the LPA under the Contract until the LPAcomplies, and/or
b) cancellation, termination or suspension of the Contract, in whole or in part.
F. Incorporation of Provisions: TheLPA shall include theprovisions of paragraphs a
through f inevery subcontract, including procurements of materials and leases of
equipment, unless exempt by the Regulations, ordirectives issued pursuant thereto.
The LPA shall take such action with respect to any subcontract or procurement as the Indiana
Department of Transportation or the Federal Highway Administration may direct as ameans of
enforcing such provisions including sanctions for non-compliance, provided, however, that in the
event the LPA becomes involved in, or isthreatened with, litigation with asubcontractor or supplier
as aresult of such direction, the LPA may request the Indiana Department of Transportation to enter
into such litigation to protect the interests ofthe Indiana Department of Transportation, and, in
addition, the LPA may request the United States of America to enter into such litigation toprotect
the interests of the United States of America.
6.18. Payment. All payments (ifany) shall be made thirty-five (35) days in arrears in conformance with
State fiscal policies and procedures and, asrequired by IC §4-13-2-14.8, thedirect deposit by
electronic funds transfer to the financial institution designated by the LPA in writing unless a
specific waiver has been obtained from the Indiana Auditor of State. No payments will bemade in
advance of receipt of the goods or services thatare the subject ofthis Contract except aspermitted
by IC §4-13-2-20.
6.19. Penalties, Interest and Attorney'sFees. INDOT will in good faith perform its required obligations
hereunder, and does not agree to pay any penalties, liquidated damages, interest, or attorney'sfees,
except as required by Indiana law in part, I.C. 5-17-5, I.C. 34-54-8, andI.C. 34-13-1.
Notwithstanding the provisions contained in IC §5-17-5, any liability resulting from the State'sfailure
to make prompt payment shall be based solely on the amount of funding originating from the State and
shall not be based on funding from federal or other sources.
6.20. Pollution Control Requirements. Ifthis Contract isfor $100,000 or more, the LPA:
A. Stipulates any facility to be utilized in performance under or to benefit from this Contract is
not listed onthe Environmental Protection Agency (EPA) List of Violating Facilities issued
pursuant to the requirements of the Clean Air Act, as amended, and the Federal Water
Pollution Control Act, asamended;
Page 14of 16
B. Agrees to comply with all of the requirements of the Clean Air Act (including section 114)
and the Federal Water Pollution Control Act (including section 308) and all regulations and
guidelines issued there under; and
C. Stipulates, as acondition of federal aid pursuant to this Contract, itshall notify INDOT and
the FHWA of the receipt of any advice indicating thatafacility to be utilized in performance
under or to benefit from this Contract is under consideration to be listed on the EPA List of
Violating Facilities.
6.21 Prohibited Telecommunications andVideo Surveillance Equipment andServices.
In accordance with federal regulations (including 2CFR 200.216 and 2CFR 200.471), the
Contractor isprohibited from purchasing, procuring, obtaining, using, or installing any
telecommunication or video surveillance equipment, services, orsystems produced by:
A. Huawei Technologies Company or ZTE Corporation (orany subsidiary or affiliate ofsuch
entities), OR
B. Hytera Communication Corporation, Hangzhou Hikvision Digital Technology Company, or
Dahua Technology Company (or any subsidiary oraffiliate ofsuch entities),
for any purpose to fulfill its obligations under this Contract. The Contractor shall be responsible to
ensure that any subcontractor isbound by and complies with the terms of this provision. Breach of
this provision shall be considered amaterial breach of this Contract.
6.22 Severability. The invalidity of any section, subsection, clause or provision ofthe Contract shall not
affect the validity of the remaining sections, subsections, clauses or provisions of the Contract.
6.23. Status of Claims. The LPA shall beresponsible for keeping INDOT currently advised as tothe status
of any claims made for damages against the LPA resulting from services performed under thisContract.
The LPA shall send notice of claims related towork under this Contract to:
Chief Counsel
Indiana Department of Transportation
100 North Senate Avenue, Room N758
Indianapolis, Indiana 46204-2249
6.24. General. This Contract represents the entire understanding between the PARTIES relating to the
subject matter and supersedes any and all prior oral and/or written communications, understandings
or agreements relating to the subject matter. Any amendment ormodification to this Contract must
bein writing and be signed byduly authorized representatives of the PARTIES (and byall necessary
approving State agencies or parties). Neither this Contract nor any portions of itmay beassigned,
licensed or otherwise transferred by the LPA without the prior written consent of INDOT. This
Contract will be binding upon the PARTIES and their permitted successors or assigns. Failure of
either Party to enforce any provision of this Contract willnot constitute or be construed as awaiver
of such provision or of the right to enforce such provision. All captions, section headings, paragraph
titles and similar items are provided for the purpose of reference and convenience and are not
intended to be inclusive, definitive or to affect theinterpretation of this Contract. The Recitals and
Notice to PARTIES" on page 1 of the Contract are hereby made an integral part and specifically
incorporated into thisContract.
Page 15of 16
Non-Collusion and Acceptance
The undersigned attests, subject to the penalties for perjury, that the undersigned isthe LPA, or that the
undersigned is the properly authorized representative, agent, member or officer of the LPA. Further, to the
undersigned'sknowledge, neither the undersigned nor any other member, employee, representative, agent
or officer of the LPA, directly or indirectly, hasentered intoor been offered any sum of money or other
consideration for the execution of this Contract other than that which appears upon the face hereof.
Furthermore, if the undersigned has knowledge that astate officer, employee, or special state
appointee, asthose terms are defined in IC4-2-6-1, has a financial interest in the Contract, the Party
attests tocompliance with the disclosure requirements in IC 4-2-6-10.5.
Agreement to Use Electronic Signatures
Iagree, and itismyintent, to sign this Contract by accessing State of Indiana Supplier Portal using the
secure password assigned to me and by electronically submitting this Contract to the State of Indiana. I
understand that my signing and submitting this Contract in this fashion isthe legal equivalent of having
placed my handwritten signature on the submitted Contract and this affirmation. Iunderstand and agree
that by electronically signing and submitting this Contract in this fashion Iam affirming to the truth of the
information contained therein. Iunderstand that this Contract will notbecome binding on the State until it
has been approved by the Department of Administration, the State Budget Agency, and the Office of the
Attorney General, which approvals will be posted on the Active Contracts Database:
https://secure.in.gov/apps/idoa/contractsearch/
In Witness Whereof, the LPA andthe State have, through their duly authorized representatives, entered
into this Contract. The PARTIES, having read and understood the foregoing terms of this Contract, do by
their respective signatures dated below agree to the terms thereof.
CITY OF CARMEL Indiana Department of Transportation
By:\\s1\\ ___________________________ By:\\s2\\______________________
Title:\\t1\\______________________________ Title:\\t2\\_______________________
Date:\\d1\\_________________________ Date:\\d2\\_____________________
Electronically Approved by Electronically Approved by:
Department of Administration State Budget Agency
By: (for) Rebecca Holwerda, Commissioner By: (for) Zachary Q. Jackson, Director
Form approval has been granted by the
Office ofthe Attorney General pursuant to
IC 4-13-2-14.3(e) on March 22, 2022.
FA 22-16
Page 16of 16
ATTACHMENT A
PROJECT FUNDS
I. Project Costs.
A. This contract isjust for the one (1) phase checked below:
Preliminary Engineering or
Right-of-Way or
X Construction;
B. Ifthe Program isreceiving federal-aid funds for the project, the LPA isallocated thefunds
through the MPO as written in their fiscally constrained TIP. Any adjustments (positive or
negative) to the dollar amount listed in the TIP, or anyincrease or decrease in the funding
from aprior year, authorized by the MPO that may not bereflected in the current TIP, are
hereby considered adjustments to the contract between the LPA and INDOT, as the MPO
must maintain fiscal constraint for all projects listed. Federal funds made available tothe
LPA by INDOT will beused to pay 80% of the eligible Project costs. The maximum amount
of federal-aid funds allocated to the Project isdependent upon the current TIPallocation. As
of this date, May 11, 2022, the maximum amount according to the TIP dated February 25,
2022 is $1,476,000.00. Themost current MPO TIPpage, or MPO authorization, isuploaded
into INDOT'sScheduling Project Management System (SPMS).
OR
C. Federal-aidFunds made available to theLPA by INDOT will be used to pay % of the
eligible Project costs. The maximum amount offederal funds allocated to the project is $ .
D. The LPA understands and agrees that itisINDOT'spolicy to only allow non-discretionary
changes to aProject scope after bidding. Changes to the Project scope after bidding that are
by the choice of the LPA and are not required to complete the Project will not be eligible for
federal-aid funds and must be funded 100% locally.
E. The LPA understands and agrees that the federal-aid funds allocated to the Project are
intended to accomplish the original scope of the Project as designed. IftheProject bid prices
are lower than estimated, the LPA may not utilize those federal-aid funds and the remaining
balance of federal-aid funds willrevert back to the Local Program.
F. Ifthe Program isGroup Ior Group II, Section E. does not apply. Ifthe Project bid prices are
lower than estimated, the LPA may not utilize those federal-aidfunds and the remaining
balance of federal-aid funds will revert back to the MPO.
G. The remainder of the Project cost shall be borne by the LPA. Forthe avoidance of doubt,
INDOT shall not pay for any costs relating to the Project unless the PARTIES have agreed in
adocument (which specifically references section I.D. of Attachment Aof this Contract)
signed by anauthorized representative of INDOT, theIndiana Department of Administration,
State Budget Agency, and the Attorney General of Indiana.
H. Every project must have aproject end date based upon the reasonable timeframe for the
project phase to be completed. Ifa project enddate lapses, the project isno longer eligible for
federal reimbursement in accordance with 2CFR 200. Seehttps://www.in.gov/indot/2833.htm.
Page 1of 2
I. Costs will beeligible for FHWA participation provided thatthe costs:
1) Arefor work performed for activities eligible under the section of title 23, U.S.C.,
applicable to theclass of funds used for theactivities;
2) Are verifiable from INDOT'sor the LPA'srecords;
3) Are necessary and reasonable for proper and efficient accomplishment ofproject
objectives and meet the other criteria for allowable costs in the applicable cost
principles cited in 49 CFR 18.22;
4) Are included in the approved budget, or amendment thereto; and
5) Were not incurred prior to FHWA authorization.
II. Billings.
A. Billing:
1. When INDOT awards and enters into a contract (i.e., construction, utility, and/or
railroad) on behalf of the LPA, INDOT will invoice the LPA for its share of the costs.
The LPA shall pay theinvoice within thirty (30) calendar days from date ofINDOT's
billing.
2. The LPA understands time isof the essence regarding the Project timeline and costs and
delays in payment may cause substantial time delays and/or increased costs forthe
Project.
3. Ifthe LPA has notpaid the full amount due within sixty (60) calendar days past the due
date, INDOT shall be authorized to cancel all contracts relating to this Contract,
including the contracts listed in II.A.1of Attachment A and/or proceed in accordance
with I.C. 8-14-1-9tocompel the Auditor of the State of Indiana to make amandatory
transfer of funds from the LPA'sallocation of theMotor Vehicle Highway Account to
INDOT'saccount.
4. Federal funds on projects which have not been billed for atwelve (12) month period are
considered inactive and must be removed from the project in accordance with 2 CFR 200.
To receive federal funding within the twelve (12) month period, INDOT must receive a
billing within nine (9) months. See https://www.in.gov/indot/2833.htm.
III. Repayment Provisions.
Iffor any reason, INDOT isrequired to repay to FHWA the sum orsums offederal funds
paid to the LPA or on behalf of the LPA under the terms of this Contract, then the LPA shall repay
to INDOT such sum or sums within thirty (30) days after receipt of abilling from INDOT. Ifthe
LPA has not paid the full amount duewithin sixty (60) calendar days past the due date, INDOT
may proceed in accordance with I.C. 8-14-1-9to compel the Auditor of the State of Indiana to
make amandatory transfer offunds for the LPA'sallocation of the Motor Vehicle Highway
Account to INDOT'saccount until the amount due has been repaid.
Page 2of 2
RESOLUTION NO. BPW 07-06-22-04
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR
WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter
into contracts; and
WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe
City; and
WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard,
has caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and
WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
follows:
1. The foregoing Recitals are incorporated herein by this reference.
2. The receipt 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 Shuck'sWelding & Fabrication, LLC.docx6/27/20221:41PM
CzTfshfzHsfdivlijobu:;69bn-Kvo34-3133
Shuck’s Welding & Fabrication, LLC
Street Department - 2022
Appropriation #1206 0 44-670.99 Capital Lease Fund; P.O. # 106611
Contract Not To Exceed $369,520.32
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same (“Effective
Date”), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein;
c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers’ compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor’s agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor’s
provision of Goods and Services pursuant to or under this Agreement or Vendor’s use of City property.
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor’s agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
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2
Shuck’s Welding & Fabrication, LLC
Street Department - 2022
Appropriation #1206 0 44-670.99 Capital Lease Fund; P.O. # 106611
Contract Not To Exceed $369,520.32
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
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3
Shuck’s Welding & Fabrication, LLC
Street Department - 2022
Appropriation #1206 0 44-670.99 Capital Lease Fund; P.O. # 106611
Contract Not To Exceed $369,520.32
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
If to City: City of Carmel AND City of Carmel
Street Department Office of Corporation Counsel
st3400W131 Street One Civic Square
Carmel, Indiana 46074 Carmel, Indiana 46032
If to Vendor: Shuck’s Welding & Fabrication, LLC
4588 S 200 E
Atlanta, Indiana 46031
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.
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4
Shuck’s Welding & Fabrication, LLC
Street Department - 2022
Appropriation #1206 0 44-670.99 Capital Lease Fund; P.O. # 106611
Contract Not To Exceed $369,520.32
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor’s time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City’s authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2022 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
27. IC 5-16-13.
The provisions of IC 5-16-13 are hereby incorporated into this Agreement by reference.
28. DEBARMENT AND SUSPENSION
28.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its
subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from entering into this Agreement by any federal agency or by any department, agency or political
subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer,
director, owner, partner, key employee or other person with primary management or supervisory
responsibilities, or a person who has a critical influence on or substantive control over the operations of the
Vendor.
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5
EXHIBIT B
Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing
Goods/Services
Date
Goods/
Service
Provided
Goods/Services Provided
Describe each good/service
separately and in detail)
Cost Per
Item
Hourly
Rate/
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker’s Compensation & Disability Statutory Limits
Employer’s Liability:
Bodily Injury by Accident/Disease: $1,000,000 each employee
Bodily Injury by Accident/Disease: $1,000,000 each accident
Bodily Injury by Accident/Disease: $1,000,000 policy limit
Commercial General Liability:
General Aggregate Limit (other than
Products/Completed Operations): $6,000,000
Products/Completed Operations: $5,000,000
Personal & Advertising Injury
Each Occurrence Limit: $5,000,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Injury and Property Damage: $5,000,000 each occurrence
Umbrella Excess Liability
If a commercial umbrella liability policy is used to satisfy the minimum limits of liability
requirements, the combined limits must equal these minimum limits of liability.
CzKpoPcfsmboefsbu:;62bn-Kvo39-3133
SPONSORSHIP AGREEMENT
This sponsorship agreement (the “Agreement”) is made between the City of Carmel, acting by
and through its Board of Public Work and Safety, an Indiana municipal corporation (the “City”),
and Indiana University Health North Hospital, Inc., an Indiana not-for-profit corporation (“IU
North”).
In order to increase bicycle awareness and ridership within the City of Carmel, the City created
the Bike Carmel Program (the “Program,” or “Bike Carmel”). The parties have agreed to enter
into this Agreement to set forth the terms of IU North’s title sponsorship of the Program.
Accordingly, the City and IU North agree as follows:
I.Sponsorship.
Sponsorship shall include the naming rights for the Bike Carmel Program for the years 2022,
2023 and 2024, as well as the following:
•IU Health North’s name will be incorporated into the Bike Carmel logo
o This logo will appear on all Bike Carmel collateral including but not limited to shirts,
mailers, posters, ads, etc.
•IU Health North will be the title sponsor of all Bike Carmel rides for the duration of this
Agreement.
o Love to Ride Program (Love to Ride is an online cycling community and challenger
platform that runs all year with focused month long competitions in May and June.)
o Bike to Work Day Event (3rd Friday in May)
o 4 Family Fun Rides (May, June, July & August)
o 3 Slow Rolls (June, July & August)
o Roundabout Ride (3rd Saturday in September)
•IU Health North will have their logo on all Bike Carmel advertising material.
o Print ads
o Electronic ads
o Postcard mailers
•IU Health North logo placement on “Thank You Sponsors” banner at the start and finish of
each Bike Carmel ride.
•Facebook mentions (2x per month at a minimum) on Bike Carmel’s Facebook page
•4 Complimentary rider entries per ride
•Ability to include products and advertising in Bike Carmel drawstring bags given away at
each Bike Carmel event as well as other misc. community events.
•Vendor space (10’ x 10’ tent) at each Bike Carmel ride (minimum 8 rides per season)
II.License of Intellectual Property. IU North is the sole owner of all right, title, and interest
to all IU North information, including IU North logos, trademarks, trade names, and copyrighted
information, unless otherwise provided. IU North hereby grants to the City a limited, non-
exclusive license to use certain of IU North’s intellectual property, including names, trademarks,
and copyrights (collectively, “IU North Property”), solely to identify IU North as a sponsor of the
Program. It is understood that IU North retains the right to review and approve in advance all uses
of such intellectual property, which approval shall not be unreasonably withheld. IU North
represents and warrants that it has not previously disposed of any of the rights herein granted to
the City nor previously granted any rights adverse thereto or inconsistent therewith; that there are
no rights outstanding which would diminish, encumber or impair the full enjoyment or exercise
of the rights herein granted to the City; and that the IU North Property does not and will not
violate or infringe upon any patent, copyright, literary, privacy, publicity, trademark, service
mark, or any other personal or property right of any third party.
III.Payment Schedule. In consideration for the right to sponsor the Program and to be
acknowledged by the City as a sponsor of the Program during the term of this Agreement, IU
North agrees to make three annual payments to the City in the amount of Thirty Thousand
Dollars ($30,000); the total cost of the three year sponsorship shall be Ninety Thousand Dollars
($90,000). The first annual payment shall be made within 30 days of the Effective Date of this
Agreement.[EAP1] The second and third annual payments shall be due on January 31, 2023 and
January 31, 2024, respectively.
IV.Term and Termination. This Agreement shall become effective as of the last date on
which a party hereto executes same (the “Effective Date”). The Term of this Agreement will
begin on the Effective Date and continue for a period of three (3) years. The Agreement may be
renewed with the written consent of both parties. Either party may terminate the Agreement upon
60 days prior written notice to the other party.
V.Relationship of Parties. Nothing in this Agreement shall create any association, joint
venture, partnership, or agency relationship of any kind between the parties.
VI.Indemnification.
(a) Each party shall indemnify, defend, and hold harmless the other, its parent, subsidiary, and
affiliated corporations and their respective directors, officers, employees, agents, successors, and
assigns, from and against any and all claims, damages, liabilities, losses, government
proceedings, and costs and expenses, including reasonable attorney fees and costs of suit, arising
out of any alleged or actual breach of this Agreement or the inaccuracy of any warranty or
representation made by it or any act or omission by it in the performance of this Agreement or the
purposes hereof.
(b) The City agrees to indemnify and hold IU North harmless for all occurrences,
incidents, events, rights, or causes of action, whatsoever, arising out of the operation of the
Program.
VII. General Provisions.
A.Representations and Warranties. Each party covenants, warrants and represents that it
shall comply with all laws and regulations applicable to this Agreement and the performance of
its obligations, and that it shall exercise due care and act in good faith at all times in the
performance of its obligations hereunder. The parties further 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. The provisions of this section shall survive
termination of this Agreement.
B. Binding Effect. This Agreement shall bind the parties, their respective heirs, personal
representatives, successors and assigns.
C. Governing Law. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Indiana.
D. Entire Agreement. This Agreement and all its attachments constitute the entire agreement
between the parties and supersede all prior agreements, oral or written, relating to the
Sponsorship. This Agreement may only be amended in a writing signed by both parties.
E. 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.
F. 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.
G. 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
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
Attn: Nancy Heck Carmel, Indiana 46032
Attn: Jon Oberlander
If to IU North: IU North Hospital AND IU Health
11700 N. Meridian St. 340 W. 10th St,, Suite 6100
Carmel, IN 46032 Indianapolis, IN 46202
Attn: IU Health North COO Attn: SVP, General Counsel
H. Default. In the event IU North repudiates, breaches or defaults under any of the terms or
conditions of this Agreement, including IU North’s warranties, or 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 IU North; and (2) exercise all other rights and
remedies available to City at law and/or in equity.
I.Nondiscrimination. The parties hereto represent and warrant that each party 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 during the term of 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.
J. No Third Party Beneficiaries. This Agreement gives no rights or benefits to anyone
other than City and IU North.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA INDIANA UNIVERSITY HEALTH
NORTH HOSPITAL, INC.
by and through its Board of Public
Works and Safety
By: By:
________________
James Brainard, Presiding Officer Authorized Signature
Date:
Cathy Stoll
Printed Name
Mary Ann Burke, Member
Date: Exec. Dir. – Regional Mar/Comms
Title
Lori S. Watson, Member Date: 6/20/2022
Date:
ATTEST:
Sue Wolfgang, Clerk
Date:
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6/13/2022
ANGEL OAK TREE CARE
CARMEL, IN 46082 -
106603
PO BOX 478
City of Carmel
ONE CIVIC SQUARE
CARMEL, INDIANA 46032-2584
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
35-6000972
PURCHASE ORDER NUMBER
THIS NUMBER MUST APPEAR ON INVOICES, A/P
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
VENDOR SHIP
TO
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
EXTENSION
Tree removal and other landscape services
Dept of Community Service
1 Civic Square
Carmel, IN 46032-
363273
UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY
Page 1 of 1
66481
1192Department:101Fund:General Fund
43-504.00Account:
Tree removal and other landscapeservices1 $75,000.00 $75,000.00Each
75,000.00SubTotal
75,000.00
Send Invoice To:
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
SHIPPING INSTRUCTIONS
SHIP PREPAID.
C.O.D. SHIPMENT CANNOT BE ACCEPTED.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
PAYMENT
A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
CONTROL NO. 106603
ORDERED BY
TITLE
CONTROLLER
Dept of Community Service
1 Civic Square
Carmel, IN 46032-
Mike Hollibaugh James Crider
Director Director of Administration
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Baker Tilly US, LLP
Street Department - 2022
Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O.#106585
Contract Not To Exceed $39,900.00
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 2201 2201 43-509.00
Motor Vehicle Highway funds.
3.5 City shall designate the Mayor or his duly authorized representative to act on City’s behalf on all matters
regarding the Services.
SECTION 4 PROFESSIONAL'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 Thirty Nine Thousand Nine Hundred Dollars ($39,900.00) (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
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2
Baker Tilly US, LLP
Street Department - 2022
Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O.#106585
Contract Not To Exceed $39,900.00
Unless otherwise terminated in accordance with the termination provisions set forth inSection 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
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3
Baker Tilly US, LLP
Street Department - 2022
Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O.#106585
Contract Not To Exceed $39,900.00
7.5.1 Professional shall, as a condition precedent to this Agreement, purchase and thereafter maintain such
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)
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4
Baker Tilly US, LLP
Street Department - 2022
Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O.#106585
Contract Not To Exceed $39,900.00
D. Worker's Compensation & Disability Statutory
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
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5
Baker Tilly US, LLP
Street Department - 2022
Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O.#106585
Contract Not To Exceed $39,900.00
In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Professional’s warranties; (b) fails to perform the Services as specified; (c) fails to make
progress so as to endanger timely and proper completion of the Services and does not correct such failure or
breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent,
files, or has filed against it, 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
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6
Baker Tilly US, LLP
Street Department - 2022
Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O.#106585
Contract Not To Exceed $39,900.00
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
Street Department Office of Corporation Counsel
st3400W131 Street One Civic Square
Carmel, Indiana 46074 Carmel, Indiana 46032
PROFESSIONAL:
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7
Baker Tilly US, LLP
Street Department - 2022
Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O.#106585
Contract Not To Exceed $39,900.00
Baker Tilly US, LLP
PO Box 78975
Milwaukee, Wisconsin 53278-8975
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
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8
Baker Tilly US, LLP
Street Department - 2022
Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O.#106585
Contract Not To Exceed $39,900.00
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\\Baker Tilly US, LLP Professional Services.docx:6/6/2022 10:49 AM\]
9
Baker Tilly US, LLP
Street Department - 2022
Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O.#106585
Contract Not To Exceed $39,900.00
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\\Baker Tilly US, LLP Professional Services.docx:6/6/2022 10:49 AM\]
10
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May 25, 2022
City of Carmel, Indiana
1 Civic Square
Carmel, IN 46032
Ms. Hartz:
Baker Tilly US, LLP
8635 Keystone Crossing
Suite 300
Indianapolis, IN 46240
bakertilly.com
Baker Tilly US, LLP (“Baker Tilly”, “Contractor”, “we”, or “our”) understands that the City
of Carmel (“the City,” or “Client") is seeking an Operations Audit of the Streets
Department. This scope of work is intended to be conducted under the terms and
conditions established under our existing Master Service Agreement with the City.
Project Goals and Objectives
The primary objective of our work will be to assist the City in reviewing the organization
and operations of the Streets Department, including:
Organization – Review span of control, roles and responsibilities, and culture in
the Department.
Operations – Review key business processes for efficiency and effectiveness
and review key measures of performance against industry standards.
Financial Performance – Review historical financial performance and
benchmark costs for service delivery against industry standards.
Project Scope & Approach
Our approach is designed to facilitate and encourage input and collaboration from
management and staff while also relying on our understanding of the streets operations.
Baker Tilly’s project approach involves four (4) components:
Project planning – During this phase, Baker Tilly will conduct a kick-off meeting,
refine, and finalize the project plan, schedule status meetings, notify stakeholders
of the project objectives, and confirm project logistics.
Information gathering – During this phase, Baker Tilly will request and review
policies and procedures, process documentation, financial/audit reports,
organizational charts, job descriptions, and other pertinent information. Baker
Tilly will also conduct interviews with management and key stakeholders.
Qualitative and quantitate analysis – During this Phase, Baker Tilly will review
process efficiency, key performance metrics, financial and operational
benchmarks, span of control.
Reporting – Baker Tilly will prepare a detailed report, including recommendations
for improvement.
Our detailed approach is highlighted on the following pages.
Exhibit A
Step 1 – Project planning
This step includes those tasks necessary to solidify mutual understanding of the project scope, objectives,
deliverables an d timing, as well as ensuring that appropriate client and consultant resources are available
and well-coordinated.
Task 1.1 – Confirm scope, objectives, and timing
This task includes a pre-study planning and coordination meeting Public Works staff members. The
following subtasks will be completed:
Finalize project design – The first study activity will be to:
Identify communication channels and reporting relationships and responsibilities of project staff
Assign key responsibilities
Review and confirm study timelines
Review and confirm products to be delivered including expectations regarding the form and level of
detail
Review and confirm the timing and format for project status meetings
Review work plan – The proposal objectives, scope and approach will be reviewed as well as consultant
assignments and specific schedules for the project tasks. We will also prepare "Information Requests"
listing key documents to be collected and will identify individuals for interviews.
Arrange logistics/administrative support – Matters to be addressed include schedules for interviews and
data collection, workspace and support requirements, specific dates for status reports and meetings,
contact persons in the departments, any remaining contractual matters, etc.
Step 2 – Information gathering
After the project is fully mobilized, the Baker Tilly Team applies its experience, knowledge and skill to
discover and document the current state of the operations and functions.
Task 2.1 – Initial data collection
The purpose of this task is to collect all information needed to evaluate the functions and the organizational
structure to be reviewed in this study. Information collection techniques will include interviews, document
accumulation and consultant observations.
Obtain and analyze the background information – This may include, but is not limited to, a review of the
following:
City’s Strategic Plan and Department of Public Works Strategic Plan
Current Department of Public Works budget and historical operating expenses for the past three
years
Overall City organizational chart
Detailed Department of Public Works organization chart to the lowest level of detail including
authorized, filled, and vacant positions
Detailed organizational chart showing the streets division and headcount
Position descriptions and functional assignments for staff in the Public Works Department
Adopted mission, goals, objectives, performance standards, etc. for the Department of Public
Works
Listing of key technology systems employed
List of physical assets maintained (miles of streets, miles of sewers, number and types of
equipment, etc.)
To the extent available, current workload and workload trend information
Operating statistics and other information systems reports
List of services provided by external vendors utilized by Public Works for the past three years
Other relevant information
City of Carmel, IN
Operations Audit of the Streets Department
May 25, 2022
Task 2.2 – Conduct interviews and walkthroughs
In this task, we will undertake interviews with Public Works personnel, and we will collect detailed data and
information regarding service levels, staffing and operations.
Conduct interviews with the Department of Public Works managers and key management staff – The
interviews will cover such key issues as the following:
Organizational structure
Staffing levels
Duties and responsibilities of staff
Principal business processes and practices
Available resources
Supporting technologies
Operational strengths and weaknesses
Issues, constraints, and opportunities to improve business performance
Internal communications
Duties and responsibilities
Functions currently performed
Service levels and deployment
Step 3 – Analyze
In this step we will critically analyze the organizational structure and operations of the streets department.
Task 3.1 – Research best practices
Identify comparable agencies from which to gather benchmark data and best practices and
innovation data
Research industry standards from our internal database of best practices, as well as published
sources such as the applicable chapters in the American Public Works Association Management
Practices Manual
Task 3.2 – Conduct organizational analysis
The detailed analysis phase will form the key part of our review process and recommendations for
improvement. These will include specific recommendations for the following as appropriate:
Workload and staffing:
o Service level standards
o General workloads and trends
o Resource and staff utilization
Management practices and business processes:
o Strategic and operational planning
o Benchmarks and performance measures
o Application of information technology
o Application of technology in operations and customer service
o Adoption of best practices
o Process improvement opportunities
City of Carmel, IN
Operations Audit of the Streets Department
May 25, 2022
Organization analysis:
o Organization structure
o Reporting relationships
o Management/supervisory spans of control
o Operating policies and procedures
Step 4 – Reporting
Baker Tilly’s consulting team operates under the principal of “no surprises.” We make no final
recommendations without our client’s active involvement and input. While always maintaining our
independence and objectivity, we have built -in feedback loops to ensure that we have our facts straight and
that both the consulting team and the client understand the ramifications of our recommendations and
proposed solutions to identified challenges.
Task 4.1 - Prepare and review a draft report of findings and recommendations
Baker Tilly will prepare a draft study of the consulting team's findings, and recommendations, which will
most likely include:
Opportunities to improve operations through improved policies and practices
Assessment of staffing and service delivery performance metrics
Opportunities to improve staffing and organizational structure
Implementation action plans for both short-term and long-range activites
We will present the draft study to management and hold a discussion of the draft findings and conclusions.
Task 4.2 – Prepare final report of findings and recommendations for implementation
We will present a final report on our findings, including all recommendations for implementation and change
management.
City of Carmel, IN
Operations Audit of the Streets Department
May 25, 2022
Deliverables, Timeline and Fees
In summary, core deliverables will include:
Finalized work plan
Final report
Project Timeline & Fees
Baker Tilly expects to kick-off the project within 30 days of signature and complete the project within 150 days
of signature. The projected timeline is as follows (anticipating signature in June).
Description of
Activity July Aug. Sept. Oct. Nov. Dec.
Project Management &
Kickoff
Data Requests &
Analysis
Analysis
Recommendations &
Reporting
Any deviation from this timeline will be mutually discussed with the client. Additionally, this timeline is
dependent upon receiving accurate data and timely information from the City’s stakeholders and the
availability of stakeholders for interviews.
The professional fixed fee for this project is a not to exceed $39,900. Any travel expense will be billed at
cost. In the event circumstances and/or engagement objectives change, we will obtain specific authorization
from you prior to incurring any additional fees. Billings will be rendered monthly and payment shall be made
within 30 days of receipt.
Our fee estimates are based on the following general assumptions:
The City will designate a project liaison to assist with project management, scheduling interviews and
information requests and to collect feedback on the draft report and synthesize it into one set of
feedback
The City project team members will be available per the agreed-to schedules and that information will
be provided within the specified timeframes
Costs incurred for multiple requests for information or rescheduled interviews will be passed on to the
organization after discussion with the project liaison
We will review readily available information and will not be responsible to extract data or create
complex programs to manipulate manually housed data required to perform analysis
The level of participation from key staff, as part of their involvement in the project team and stakeholder
interviews will be critical to be able to own outcomes from this review
Additions to the project scope beyond those noted above and associated costs will only be incurred with prior
approval of the organization.
City of Carmel, IN
Operations Audit of the Streets Department
September 28, 2021
Conclusion
This engagement letter, together with the Master Service Agreement, constitutes the entire agreement
between the City and Baker Tilly with respect to this engagement.
We are pleased to have this opportunity to be of service to you. Please indicate your acceptance of this
agreement by signing in the space provided below and returning this engagement letter to us. If you have any
questions, please do not hesitate to call Kyle O’Rourke at (847) 436-2671 or kyle.orourke@bakertilly.com
Sincerely,
BAKER TILLY US, LLP
Please indicate your approval by signing and returning to Kyle O’Rourke.
City of Carmel, IN
Signature
Title
Date
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
EXHIBIT
AFFIDAVIT
being first duly sworn, deposes and says that
he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this
matter, could testify as follows:
1.I am over eighteen (18) years of age and am competent to testify to the facts contained
herein.
2.I am now and at all times relevant herein have been employed by
in the position of ______________________________________.
3.I am familiar with the employment policies, practices, and procedures of the Employer and
have the authority to act on behalf of the Employer.
4.The Employer is enrolled and participates in the federal E-Verify program and has
provided documentation of such enrollment and participation to the City of Carmel,
Indiana.
5.The Company does not knowingly employ any unauthorized aliens.
FURTHER AFFIANT SAYETH NOT.
EXECUTED on the _________day of __________________________, 20___.
Printed:_____________________________
I certify under the penalties for perjury under the laws of the United States of America and the State of
Indiana that the foregoing factual statements and representations are true and correct.
Printed: _____________________________
Page 1 of 1INDIANARETAILTAXEXEMPT
CERTIFICATE NO. 003120155 0020PURCHASE ORDER NUMBERCityofCarmel
FEDERAL EXCISE TAXEXEMPT 106585
35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE
VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCE
FORM APPROVED BYSTATE BOARD OFACCOUNTS FOR CITY OFCARMEL - 1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
6/3/2022376513
BAKER TILLY US LLP Street Department
VENDORSHIPPOBOX78975 3400 W. 131st Street
TO Carmel, IN 46074-
MILWAUKEE, WI 53278--8975Matt Higginbotham(317) 733-2001
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
66241
QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION
Department:Fund: 22012201Motor Vehicle Highway FND
Account: 43-509.00
1EachOperations Audit$39,900.00$39,900.00
Sub Total 39,900.00
Send Invoice To:
Street Department
3400 W. 131st Street
Carmel, IN 46074-
317) 733-2001 PLEASE INVOICE INDUPLICATE
DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT
39,900.00PAYMENT
A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN
SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
C.O.D. SHIPMENT CANNOT BE ACCEPTED.THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO.
Lee HigginbothamJames Crider
TITLECommissionerDirector ofAdministration
CONTROL NO. 106585 CONTROLLER
CzTfshfzHsfdivlijobu23;19qn-Kvo31-3133
CzTfshfzHsfdivlijobu22;66bn-Kvo25-3133
CzKpoPcfsmboefsbu4;57qn-Kvo39-3133
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 sub-contractor. Should the Vendor or any sub-contractor
violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure
is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the
Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease
to exist.
8. PAYMENT TERMS:
Upon receipt of the invoice as outlined in the Agreement, the City shall pay Vendor for such goods and services
within thirty-five (35) days after the date of City’s receipt of Vendor's invoice detailing same, so long as and to
the extent such goods and services are not disputed, are in conformance with the specifications set forth in
the Agreement and Vendor has otherwise performed and satisfied all the terms and conditions of this
Addendum and the Agreement. All payment and any late payments fees shall be pursuant to Indiana Prompt
Payment Statute; Ind. Code 5-17-5- et al.
9. NON-APPROPRIATION:
In the event no funds are appropriated for the Agreement or its renewal in 2022 through 2023 budgets or any
subsequent budgets by the City’s legislative body, the City, upon providing written notice to Vendor, has the
right to terminate the Agreement at the end of each fiscal year without penalties of any sort.
10. REQUIRED DISCLOSURE:
In addition to any exceptions to disclosing of confidential information referenced in the Agreement, the City,
upon consulting and providing notice to Vendor, may disclose such confidential information if such disclosure
is required by any federal or state law. The City shall not disclose any information that would be deemed
proprietary or constitute a trade secret unless ordered so by a court of competent jurisdiction.
11. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Addendum
or the Agreement, including Vendor’s warranties; (b) fails to provide the goods and services as specified in
this Addendum and the Agreement; (c) fails to make progress so as to endanger timely and proper provision
of the goods and services and does not correct such failure or breach within five (5) business days (or such
shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from the
City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general
assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder,
City shall have the right to (1) terminate all or any parts of the Agreement and this Addendum, without liability
to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity.
12. CONSULTATION PRIOR TO LEGAL ACTION:
Prior to filing any legal action, Parties agree to have good faith consultations, and each be given an opportunity
to correct any such default as outlined in this Addendum and the Agreement.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
2
ITT Overdue since 2022-05-15
Q. Clearview.ai
Service Agreement for
Carmel Police Department
@Clearview.ai
Clearview Al
United States ofAmerica
Brian Levesque
Signatory
Carmel Police Department
United States ofAmerica
Charlie Harting
Signatory+
Add colleague
Signing was possible until 2022-05-15 (yesterday) .
Download as PDF
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Exhibit A
powerea-oy-tooterJ
PURCHASE ORDER FORM
SUBSCRIPTION TERMS
Clearview Al shall provide a license to use its technology as follows:
Customer: Carmel Police Department
Product: Clearview Search and optionally, Clearview Mobile
of Users: Unlimited Law Enforcement Authorized Users at 130
Duration: 36 months of price protection
Term of Service:
For first-time customers: 36 months from signing date
For renewal customers: 36 months from Renewal Date (one
day afterexpiration of previous serviceterm)
Includes:
Unlimited Searches
Installation, systems integration, configuration
Online Training Sessions
Premium Help Desk Support: Phone Support, Email Support,
Remote Access Support & IT Support
Annual search engine maintenance and system upgrades
Annual Maintenance Plan with patch and emergency fixes
Annual Software Upgrades including major and minor
software version releases
Customized Gallery Enrollment including arrest photos, OMV
Photos, or any other image repositorydefined by the client
Annual Cost - Unlimited
Year 1 -$14,995 for unlimited Authorized Users within your agency
Year 2 -$14,995 for unlimited Authorized Users within your agency
90-day written notification to cancel is required if year 2 is not
funded)
Year 3 -$14,995 for unlimited Authorized Users within your agency
90-day written notification to cancel is required if year 3 is not
funded)
Total cost: $44,985
Please Note: Quote is valid for 30 days. Payment terms are Net-30.
@.Clearview.ai
Clearview Al
United States of America
Brian Levesque
Signatory
Carmel Police Department
United States of America
Charlie Harting
Signatory
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A, Download as PDF
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Powered by (//oneflow.com?utm_source=application&utm_medium=guest&utm_campaign=contract-
po.w.ered-OV-TOOt rlThisquoteIssubJect to the Clearview Al, Inc. Service Agreement
Terms and the User Code of Conduct.
@. Clearview.a i
CleaNiewAI
United States of America
Brian Levesque
Signatory
Carmel Police Department
United States ofAmerica
Charlie Harting
Signatory
Add colleague
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A. Download as PDF
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This purchase order is submitted by Customer (as identified on this purchase
order) on behalf of Customer (as identified on this purchase order) and is subject
to Clearview Al, lnc.'s ("Clearview") online Terms of Service attached hereto and
located https://www.clearview.ai/termsofservice) and User Code of Conduct
located https://www.clearview.ai/codeofconduct). unless Clearview and
Customer have negotiated and executed a separate written agreement, in which
case, that separate agreement will govern. Customer's execution of this purchase
order, use and access of the Clearview Services, or payment of the monies
identified in this purchase order to Clearview shall be deemed to be full
acceptance by Customer of Clearview'sTerms of Service and User Code of
Conduct. Customer's access Clearview'sService and products may be
suspended unless and until payment is received by Clearview. Customer
understands and agrees that use and access to Clearview Service is limited to
individuals who are employed by or under the legal direction of the Customer
and is either (i) a law enforcement professional, or (ii) authorized to perform
investigative tasks on behalf of the Customer. In no event shall Clearview's
aggregate liability arising under or related to Customer's use and access of the
Service exceed the total monies paid by Customer under this purchase order.
Clearview Terms of Service -3.8.22 PDF (14 pages)
CVAI W9 v 10.21.21 PDF (4 pages)
ID 2933965
@Clearview.ai
Clearview Al
United States of America
Brian Levesque
Signatory
Carmel Police Department
United States of America
Charlie Harting
Signatory
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CLEARVIEW Al. INC TERMS OF SERVICE
CLEARVIEW Al, INC. SERVICE AGREEMENT TERMS
IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE CLEARVIEW WEBSITE, PROD UCTS,
SERVICES AND ASSOCIATED SOFTWARE OF CLEARVIEW Al, INC. AND ITS AFFILIATES, SUBSIDIARIES AND
RELATED ENTITIES (COLLECTIVELY, "CLEARVIEW") IS CONDITIONED UPON YOUR COMPLIANCE WITH AND
ACCEPTANCE OF THESE TERMS AND THE USER CODE OF CONDUCT. PLEASE REVIEW THOROUGHLY BEFORE
ACCEPTING.
BY CLICKING/CHECKING THE "I AGREE" BUTTON/BOX, ACCESSING THE CLEARVIEW WEBSITE OR BY
UTILIZING THE CLEARVIEW SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL
EXHIBITS, ORDER FORMS, AND INCORPORATED POLICIES (THE "AGREEMENT", OR "TERMS"). CLEARVIEW
SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE
TERMS OF SERVICE.
This Agreement is between Clearview Al, Inc., a Delaware corporation with a business address of 99 Wall Street, #5730,
New York, NY 10005, and You ("You" or "Customer''), and sets forth the terms and conditions by which Clearview will make
its Services available to You. Clearview and Customer are sometimes referred to individually as "party", and collectively as
parties". Clearviewmay provide any of the Services hereunder through any of its Affiliates. If You order Services or Products
through an on-line registration page, a trial account, through an Authorized Reseller, a Clearview services agreement, or
an order form (each an "Order Form"), the Order Form may contain additional terms and conditions and information
regarding the Services You are ordering. Unless otherwise expressly set forth in any such additional terms and conditions
applicable to the specific Service which You choose to use, those additional terms are hereby incorporated into this
Agreement in relation to Your use of that Service. In the event of a conflict between the Order Form and this Agreement,
the Order Form will prevail.
System Requirements: Use of the Services requires one or more compatible devices, Internet access (fees may apply),
and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of
the Services involves hardware, software, and Internet access, Your ability to access and use the Services may be affected
by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such
system requirements, which may be changed from time to time, are Your responsibility.
Disclaimer: Search results established through Clearview and its related systems and technologies are indicative not
definitive. Clearview makes no guarantees as to the accuracy of its search-identification software. Law enforcement
professionals must conduct further research in order to verify identifying information or other data discovered on third
party sites by any Clearview system or included in Clearview search results. Clearview is neither designed nor intended
to be used as a single-source system for establishing the identity of an individual.
Confidential and Proprietary
V.3.8.22
The parties incorporate by this reference the above clauses, and agree as follows:
1.DEFINITIONS. The following definitions will apply in this Agreement, and any reference to the singular includes a
reference to the plural and vice versa.
1.1. "Authorized Reseller" means an entity that is authorized by Clearview to sell and market Clearview Products
and Services to a law enforcement agency or government Customer pursuant to a separate agreement
executed between Authorized Reseller and Clearview.
1.2. "Authorized User" means an individual who is employed by or under the legal direction of the Customer and
is either (i) a sworn law enforcement professional, or (ii) authorized to perform investigative tasks on behalf of
the Customer. Any and all Authorized Users must be authorized and approved by the Executive User to use
the Services.
1.3. "Clearview", "We", or "Our" means Clearview Al, Inc., its subsidiaries, successors and assigns.
1.4. "Customer" or "You" means the individual or agency identified on the applicable Order Form or Clearview
provided invoice. If the Customer is a federal or state government agency, please refer to Appendix 2 for
Amended Terms for Customers that are Federal, State and Local Governments in the United States.
1.5. "Executive User" means an individual whose Clearview User account has administrative privileges including
search history audit and suspension capabilities over all Users associated with Your account.
1.6. "Fees" means all fees, charges, and applicable taxes payable by Customer to Clearview or by Customer to an
Authorized Reseller for a license right to use and access the Services and Products, all as further outlined in
Customer's applicable Order Form.
1. 7. "Services" or "Products" means Clearview Al lnc.'s mobile application and web browser application (found on
the web at Clearview.ai); Clearview Al lnc.'s facial imaging and search software, image database, publicly-
available online image indexing and search functionality, its website; and any ancillary products or services
purchased by the Customer and listed on the applicable Order Form.
1.8. "User" means collectively the Customer, the Authorized Users and the Executive User(s).
2.LICENSE TERMS. You may only use and access the Clearview Services pursuant to the terms of this Agreement.
You are solely responsible for You and Your Authorized Users' use of the Services and shall abide by, and ensure
compliance with, all applicable laws in connection with Your and each Authorized User's use of the Services,
including but not limited to laws related to intellectual property, privacy and export control, and any laws applicable
to Your agency's use of facial recognition technology. Use of the Services is void where prohibited.
2.1. Subject to payment of all applicable Fees and Customer's adherence to the terms and conditions of this Agreement,
Clearview grants You and Your Authorized Users a non-exclusive, non-transferable right to access and use the
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Services as well as any copies, corrections, bug fixes, enhancements, modifications or new versions created by
Clearview for the purpose of providing the Services to You. Any and all information You submit to Clearvie w in
order to register for and/or use certain Services must be accurate. You are entirely responsible for maintaining the
security of Your login information to the Services and agree not to disclose such to any unauthorized third party.
3.1. Permitted Uses.
3.1.1.Before accessing the Clearview Products and Services, You must complete a training on how to use such
Products and Services in accordance with these Terms, User Code of Conduct and Principles. You will
assign one Executive User to act as liaison between You and Clearview. The Executive User is responsible
for providing a list to Clearview of who is an Authorized User and is responsible for overseeing their use
of the Services, all of which must be in accordance with the User Code of Conduct. Users shall only use
the Services for legitimate law enforcement and investigative purposes, all of which must be done in
compliance and consistent with any local, state, federal or other applicable law. Users shall not use the
Servicesto research or investigate any persons except those related to its law enforcement or investigate
uses, such as suspects, defendants, witnesses, or victims.
3.1.2.You represent and warrant that You are fully able and competent to enter into the terms, conditions,
obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and
comply with this Agreement. Your access may be terminated without warning if we believe that You are
otherwise ineligible.
3.2. Prohibited Uses.
3.2.1. You agree that You will not use, and will not permit any Authorized User to use, the Services and Products
to: (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwiseattempt
to gain access to the source code of the Services; (ii) knowingly or negligently use the Services in a way
that abuses, interferes with, or disrupts Clearview's networks, Your account, or the Services; (iii) engage
in activity that is illegal, fraudulent, false, or misleading; (iv) engage in activity that would discriminate
against any person or violate any person's civil rights; (v) transmit through the Services any material that
You unlawfully possess; (vi) unless otherwise agreed upon between You and Clearview pursuant to a
separately executed agreement, build or benchmark a competitive product or service, or copy any features,
functions or graphics of the Services; (vii) upload or transmit any software, content or code that does or is
intended to harm, disable, destroy or adversely affect performance of the Services in any way or which
does or is intended to harm or extract information or data from other hardware, software or networks of
Clearview or other users of Services; (viii) engage in any activity or use the Services in any manner that
could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any
servers or networks connected to the Services or Clearview's security systems; or (ix) use the Services in
violation of any Clearview policy or in a manner that violates any local, state, federal, or other law, including
but not limited to anti-spam, export control, and anti-terrorism laws, trade agreements or treaties.
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3.2.2. With respect to the Services and Products, You and all Users are prohibited from engaging in the following
acts: (i) using the Services fora commercial purpose; (ii) selling, marketing, or licensing any photographs
or other information discovered using the Services; (iii) infringe on any known copyright discovered with
or access by the Service; (iv) permit anyone other than an Authorized User or Executive User to use or
access Your account, the Services and Products; (v) use any automated systems or software to extract
the whole or any part of the Services, the information or data on or within the Services, including image
search results or source code, for any purposes (including uses commonly known as "scraping"), or
reverse engineer the Services; and (vi) research or identify any known individuals residing or located in
the State of Illinois, U.S.A.
3.3. You are responsible for the activities of all Users who access or use the Services through Your Account and
You agree to ensure that any such Users will comply with the terms of this Agreement. Clearview assumes no
responsibility or liability for violations by You or Your Authorized Users. If You or the Executive User becomes
aware of any violation of this Agreement in connection with use of the Services by any person, please
immediately contact the Clearview legal department at legal@clearview.ai. Clearview may investigate any
complaints and violations that come to its attention and may take any ( or no) action that it believes is
appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or
User access. Clearview shall have the right from time to time, and at all reasonable times during the term of
this Agreement, to audit the log in and User activity of a Customer Account to ensure compliance with the terms
of this Agreement. If such audit reveals that Customer provided unauthorized access to users not permitted
under this Agreement, or used the Services in violation of this Agreement, Clearview may terminate this
Agreement, suspend the Customer account, or suspend Customer access to the Clearview Products unless
and until the Fees payable under this Agreement are adjusted to reflect the Customer's actual usage of the
Clearview Products.
4.PAYMENT TERMS.
4.1. Forms. You agree that Clearview may charge to Your credit card or other payment mechanism selected by
You and approved by Clearview ("Your Account") all amounts due and owing for the Services, including
applicable taxes and service fees, set up fees, subscription fees, or any other fee or charge associated with
Your Account, all of which is set forth in Your Order Form or invoice. Notwithstanding anything stated otherwise,
except for an Order Form from an Authorized Reseller, if You provide Clearview with Your own purchase order
document (whether signed by one or both parties), unless otherwiseagreed to by the Clearview Chief Revenue
Officer, such document shall be construed solely as evidence of Customer's internal business processes or
terms, and the terms and conditions contained on such document will be of no effect with respect to this
Agreement between the parties.
4.2. Monthly. If Your Account is on a month-to-month term, Clearviewwill charge the credit card that You provide
Your on a monthly basis for the Services commencing on the date Your Account is first activated and each
month thereafter. In the event that Clearview is unable to process Your payment for Services, You will have
seven (7) days to provide new credit card information to pay for the Services, otherwise Your access to the
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Services may be terminated by Clearview in its sole discretion.
4.3. Term. If Your Account is for a specific term period, then You shall pay for the Services outlined on Your Order
Form or invoice within thirty (30) days after the date of such invoice, and in the method(s) specified by Clearview
without any deduction or set-off); provided that You may withhold only a portion of a payment that is due if
such amount is subject to a good faith dispute between You and Clearview. Any deviations in payment timing
pursuant to this Section 4.3 shall be set forth in your Order Form. You must provide Clearview with notice of a
disputed invoice in writing. Clearview will not consider any invoice dispute notice which is sent by You later than
ninety (90) days following the date of the invoice in question. The parties will work together to resolve all
disputes within sixty (60) days of the date of the dispute notice. If You were billed in error, Clearview will provide
Customer with a credit for the amount billed incorrectly.
4.4. Late Payments. Any amounts arising in relation to this Agreement not paid when due will be subject to a late
charge of one and one-half percent (1 1/2 %) per month on the unpaid balance or the maximum rate allowed
by law, whichever is less. Without prejudice to Your rights set out elsewhere in this Agreement, all Fees are
non-refundable and payable in advance. If you cancel, you will not receive a refund for any service already paid
for. If You fail to pay an invoice when due and payable, Clearview has the right (without limitation of any other
remedies hereunder or under applicable law or in equity) to immediately suspend or restrict Users' access to
the Services, or to revoke or suspend (in whole or in part) the revocable license granted herein.
4.5. Price Changes. Clearview may change the price of its Services and Products at any time, including changing
a free Service to a paid service; provided, however, that the pricing listed in Your Order Form will supersede
any such changes during the specific term period identified in the Order Form. Unless otherwise expressed in
an Order Form, during the initial term, including any applicable renewal term, the Fees shall increase on or after
each anniversary of the commencement date of the Agreement by five percent (5%) annually from the prior
year's Fees. Clearview will provide you with prior notice and an opportunity to terminate Your access (afterthe
expiration of the specific term period identified in your Order Form) to such modified Service if Clearview
changes the price of a Service to which you are subscribed. Clearview will not charge you for a previously free
Service unless you have been notified of the applicable fees and You have agreed to pay such fees. Unless
otherwisewaived by Clearview, there is an activation fee of $500.00 to set up and activate a Customer Account
Activation Fee"). If Your Account is voluntarily terminated by You or suspended pursuant to the terms of this
Agreement, and You request a reactivation of such Account, you will be required to pay an additional Activation
Fee. Activation Fees can be cumulative for Customers that make more than one request to reactive their
Account.
4.6. Taxes.
4.6.1.The Fees covered by this Agreement are exclusive of any excise, sales, use, gross-turnover, value added,
goods and services tax or other similar types of indirect taxes, duties or tariffs (however designated, levied
or based and whether foreign or domestic) ("Indirect Taxes") imposed or levied, currently or in the future
based on applicable legislation, on the Services provided under this Agreement. Unless otherwise agreed
between the parties, Customer will be liable for compliance with and payment of such Indirect Taxes.
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V.3.8.22
Clearview shall include the Indirect Taxes on its invoice to Customer and remit such Indirect Taxes to the
relevant authority if required by applicable law. For the avoidance of doubt, Clearview will be responsible
for direct taxes imposed on Clearview'snet income or gross receipts.
4.6.2.Tax Exempt. Notwithstanding the foregoing, if You are exempt from applicable taxes incurred or to be
charged under this Agreement, then You shall provide Clearview with a properly executed certificate of
such tax exemption. Clearview shall give effect to such certificate on a prospective basis from the date of
receipt from You, all of which is subject to applicable law.
5.TERM AND TERMINATION.
5.1. Term. The terms of this Agreement are effective on You and Your Users commencing on the day You first use
the Services, whether it be via a free trial or a paid subscription. If You purchase Services for a specific term
as further set forth in Your Order Form), such termination will be effective on the last day of the then-current
term, or in the case of a month-to-month Agreement, upon written notice of your desire to terminate the
Agreement at the end of the applicable month. If You fail to comply with any provision of this Agreement beyond
any applicable cure periods, Clearview may terminate this Agreement immediately and retain any Fees
previously paid by You. Upon the expiration of the term of this Agreement, to the extent You continue to access
and use the Services, the terms of this Agreement will apply in full. Those provisions that by their nature are
intended to survive termination or expiration of this Agreement shall so survive. Upon any termination of this
Agreement, You must cease any furtheruse of the Services.
This Agreement may be terminated in the following ways:
5.1.1.By mutual agreement: This Agreement may be terminated at any time, without payment of any penalty,
except such refund or payment as shall be mutually consented by both parties, if any, by mutual agreement
of the parties.
5.1.2.By breach: If either party is in material breach of this Agreement and such failure has not been cured
within fifteen (15) days of receiving written notice of such breach, then the non-breaching party has the
right to terminate the Agreement. The parties agree to endeavor in good-faith negotiations to resolve any
dispute under this Section before terminating the Agreement. You waive Your right to any refund, payment
or penalty in the event this Agreement is terminated due to Your breach of the agreement.
5.1.3.By impossibility of performance: Neither party to this Agreement shall be deemed to be in violation of
this Agreement if it is prevented from performing any of its obligations hereunder for any reason beyond
its control, including without limitation, acts of God or of the public enemy, flood or storm, strikes or changes
in an applicable statutory regulation or rule of any federal, state, or local government, or applicable agency
thereof. If the Agreement is terminated due to impossibility of performance pursuant to this Section 5.1.3,
Clearview shall provide such refund as may be equitable based upon the length of time remaining during
the Customer's specific term and other equitable factors such as Clearview's expenses in the course of
performance.
5.1.4. Lack of Funding -Government Agencies. If the necessary funds to fulfill the payment obligations under
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V.3.8.22
this Agreement are not allocated for the Customer's upcoming fiscal year, then Customer shall be
permitted to terminate the Agreement early by providing no less than ninety (90) days' advance written
notice setting forth proof of such lack of funding. In the event of such termination due to lack of appropriated
funds, the Customer shall not be entitled to any reimbursement of any amounts or Fees paid or prepaid in
advance to Clearview under the Agreement. This Section 5.1.4 is limited to Customers that are government
agencies.
6.CONFIDENTIAL TY.
6.1. To the extent legally permissible, Users are prohibited from disclosing the Services and any proprietary
information relating to the Services to any unauthorized third party, including without limitation, screenshots of
the Services, marketing materials, user manuals, pricing agreements, quotes, email communications from
Clearview employees, and any information marked Confidential by Clearview. Notwithstanding the foregoing
and to the extent permitted by applicable law, if the Customer receives a request for information under the
Freedom of Information Act ("FOIA") or a substantially similar law applicable to the Customer and such request
involves Clearview or is related to this Agreement, the Customer will endeavor to promptly notify Clearview in
writing of such request in order for Clearview to seek protection from such disclosure.
6.2. You or your Users may provide, or Clearview may invite you to provide, comments or ideas about the Services,
including, without limitation, improvements to them ("Ideas"). By submitting any Ideas, You agree that: (i) they
are not confidential information; (ii) they are not subject to any use or disclosure restrictions ( express or implied);
iii)You claim no rights in them; and (iv) Clearview has no obligation to notify or compensate You in connection
with Clearview's disclosure or use. You release Clearview from all liability or obligations that may arise from
the receipt, review, disclosure, or use of any Idea that you submit.
7.PROPRIETARY RIGHTS AND COPYRIGHT.
Clearview and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade
names, trademarks, service marks, logos, and domain names ("Clearview Marks") associated or displayed with the
Services. You may not frame or utilize framing techniques to enclose any Clearview Marks, or other proprietary
information (including images, text, page layout, or form) of Clearview without express written consent. You may not
use any meta tags or any other "hidden text" utilizing Clearview Marks without Clearview's express written consent.
8.CUSTOMER REPRESENTATIONS. You represent and warrant that: (i) the signatory signing this Agreement has
the actual authority to contract with Clearview Al, Inc. on behalf of the Customer; (ii) all Users are at least 18 years
old; and (iii) the use of personally identifiable information, including photographs, may be subject to regulation in
various jurisdictions. By accessing and using the Services, You further represent and warrant: (1) to use the Services
in a manner that is consistent with all applicable laws, including those that regulate the use of personally identifiable
information such as photographs; (2) You have a legitimate interest to use the Services to engage in data processing
activities, (3) your uses of the Services are in the public interest and are proportional to carry out that public function,
and (4) this Agreement is entered into for the purpose of and for Clearview to cooperate with the Customer
concerning the investigation of conduct or activity that the Customer reasonably believes in good faith may violate
federal, state or local law, or as otherwise authorized under applicable law.
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V.3.8.22
9.USER CODE OF CONDUCT. These Terms incorporate the Clearview User Code of Conduct by reference. The User
Code of Conduct is attached as Appendix 1. You and all Users must adhere to the User Code of Conduct at all times.
The User Code of Conduct requires that all Users maintain the security of their own account, only use the Services for
law enforcement or investigative purposes as authorized by their employer pursuant to their employment, and
independently support and verify all image search results.
10.COLLECTION AND SHARING OF DATA. You expressly authorize Clearview to act as an agent on your behalf for
the purpose of: (i) collecting and compiling publicly available images, including images from the Internet; (ii) receiving
images uploaded to the Services by Users; and (iii) producing and storing facial vectors from images, including
images collected from the Internet or shared by You with Clearview, for the purpose of providing the Service to You.
By accessing and using the Services, Users affirmatively consent and allow Clearview to collect several types of
information for Our business operations, including:
At the time of account creation: name, rank/title, contact information and employer.
During usage of the Services: Usage details including IP address, browser information, location data,
search history within the Services, and login history.
By accessing and using the Services, Users agree and consent to the sharing of certain types of personal data
with third parties. Specifically, Users consent to:
Sharing their name, title, contact information and email messages to Clearview and its employees with a
third-party provider of customer relationship management tools.
Sharing their name and email address with a third-party provider of email tools
Such disclosure of personal data as may be required by laws and regulations.
11.USER CONTENT.
11.1. In connection with the Services and Products, Users may upload or share text, files, images, photos, videos,
sounds or other materials ("Content") with Clearview. You represent and warrant that that You and Your Users:
i)lawfully obtained and own the Content uploaded by You on or through the Services and Products, including
the Galleries Product, or otherwise have the right to grant the license set forth in this Section; (ii) the posting
and use of Your Content on or through the Services and Products does not violate the privacy rights, publicity
rights, copyrights, contract rights, intellectual property rights or any other rights of any person; and (iii) that
uploading the Content into the Products does not result in a breach of contract between You and a third-party.
Except for Content owned by You, or as permitted within this Agreement, You may not copy, modify, translate,
publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the
Products or Services. Notwithstanding anything else in this Section, You may use and distribute information
appearing in Clearview search results for law enforcement, the protection of public security, and any other use
expressly authorized under this Agreement.
11.2. You expressly authorize Clearview to perform technical functions, necessary to offer the Products and Services,
including but not limited to, generating facial vectors, transcoding and/or reformatting Content to allow its use
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V.3.8.22
throughout the Products and Services. In connection with the foregoing, You hereby grant to Clearviewa non-
exclusive, fully paid and royalty-free, worldwide, limited license to use, modify, delete from, add to, reproduce
and translate such Content to the extent necessary in order for Clearview to provide the Services and Products.
Unless otherwiseauthorized by You or until the Content is available to the general public or in the public domain
through no breach of an obligation of confidentiality to User by Clearview, Your Content, including Content
located in the Galleries Product, shall not be made available to other Customers of Clearview. Subject to any
applicable legal limitations that may arise from Clearview's need to defend or maintain claims or comply with
enforcement, regulatory or other legal obligations, after the expiration or earlier termination of this Agreement,
Clearview will delete the images of Content uploaded by You in the Galleries Product, except for images which
are in the public domain.
11.3. Clearview Enhance. Clearview Enhance is a feature designed to improve the quality of a probe image,
including features such as (without limitation) cropping, rotating, brightening, flipping, and sharpening the probe
image ("Enhanced Content"). Customer understands, acknowledges, and agrees that Clearview will process
and store the Enhanced Content for the purposes of: (i) providing the Enhanced Content for authorized law
enforcement and governmental uses, (ii) compliance and auditing purposes, and (iii) to maintain a record of
edits made to the probe image. Search results established through Clearview Enhance and its related systems
and technologies are indicative not definitive. Clearview Enhance is provided "as-is" and Clearview makes no
guarantees as to the accuracy of its search-identification software. The Customer and its Users must conduct
further research to verify identifying information or other data discovered on third-party sites by any Clearview
system or included in Clearview search results. Clearview is neither designed nor intended to be used as a
single-source system for establishing the identity of an individual.
12.NO WARRANTIES.
YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND CLEARVIEW, ITS
AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT. CLEARVIEW, ITS AFFILIATES, SUPPLIERS AND
AUTHORIZED RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT
MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF
ANY INFORMATION OSTAINED THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S
REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT
YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE
USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR
ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF
USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. CLEARVIEW CANNOT GUARANTEE AND
DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. USE IS AT YOUR OWN RISK.
13.INDEMNIFICATION.
Except as otherwise set forth in Appendix 2, to the extent permitted by law, You agree to defend, indemnify and hold
harmless Clearview and its affiliates and their respective directors, officers, employees, and agents from and any and
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all damages, liabilities, costs and expenses (including reasonable attorneys' fees) incurred as a result of any claim,
judgment or proceeding relating to or arising out of: (a) Users' breach of this Agreement, including of any of the
Warranties or Prohibited Uses; (b) any actions brought by third parties arising out of Users' use of the Services in a
manner not permitted or authorized under this Agreement; and (c) any security breach causes by Users' negligence,
recklessness, or willfulness, and any third-party actions arisings from such security breach. If any action is brought
against Clearview in respect to any allegation for which indemnity may be sought, Clearview will promptly notify User
and will provide reasonable cooperation in connection with the defense or settlement of any such claim.
Subject to Clearview'slimitation of liability set forth in Section 14, Clearview will defend, indemnify and hold harmless
the Customer and its affiliates and their respective directors, officers, employees, and agents from and any and all
damages, liabilities, costs and expenses (including reasonable attorneys' fees) incurred as a result of any third-party
claim, judgment or proceeding arising out of Clearview'sgross negligence or willful misconduct in its performance and
delivery of the Products and Services under this Agreement.
14.LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, Clearview shall not be liable for any
indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred
directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from: Your access to or use
of or inability to access or use the Services; any content obtained from the Services; unauthorized access, use or
alteration of Your Account. Regardless of Clearview's negligence, gross negligence, failure of an essential purpose,
and whether such liability arises in contract, tort or any other legal theory, Clearview's aggregate liability under this
Agreement shall not exceed the amount paid by You to Clearview, if any, in the past year for the Services giving rise to
the claim.
15.MISCELLEANOUS.
15.1 This Agreement embodies the entire understanding and agreement between the parties respecting the subject
matter of this Agreement and supersedes any and all prior understandings and agreements between the parties
respecting such subject matter. Use of the Services is also subject to Clearview's Privacy Policy and Principles,
links to which can be found by visiting http s://www.clearview.ai/privacy-poli cy and
https://www.clearv iew.ai/prlnc iples respectively. The Privacy Policy and Principles are incorporated into this
Agreement by this reference. Clearview may elect to change or supplement the terms of this Agreement from time
to time in its sole discretion, provided that such changes shall not increase Your financial obligations under this
Agreement ( except as otherwise permitted in Section 4.5), the term of the Agreement, or Sections 13, 14, or 15.3
of this Agreement. Clearview will exercise commercially reasonable business efforts to provide notice to You of
any material changes to this Agreement. Within ten (10) business days of posting changes to this Agreement (or
ten (10) business days from the date of notice, if such is provided), they will be binding on You. If You do not agree
with the changes, You should discontinue using the Services. If You continue using the Services after such ten-
business-day period, You will be deemed to have accepted the changes to these Terms. In order to participate
and continue using certain Services, You may be notified that You are required to download software and/or agree
to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those
additional terms are hereby incorporated into this Agreement.
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15.2 If any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated
to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
Clearview'sfailure to enforce any right or provision of these Terms will not be deemed a waiver of such right or
provision. Clearview reserves all rights to seek monetary remedies for its damages arising out of any Users' failure
to abide by these Terms.
15.3 Choice of Law and Forum. Except as otherwise set forth in Appendix 2 or otherwise limited by applicable law of
where the Customer is headquartered, this Agreement shall be governed by and construed under the laws of the
State of New York without regard for the conflict of laws rules of any jurisdiction. Except as otherwise set forth in
Appendix 2 or otherwise limited by applicable law where the Customer is headquartered, in the event of any
controversy or claim arising out of or relating to this Agreement, or a breach thereof, the parties shall first attempt
to settle the dispute by mediation, administered by the American Arbitration Association under its Mediation Rules.
If settlement is not reached within sixty (60) days after service of a written demand for mediation, any unresolved
controversy or claim shall be settled by arbitration administered by the American Arbitration Association under its
Commercial Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be in New
York, New York and New York law shall apply. Judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereto.
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Appendix 1
Clearview User Code of Conduct
Clearview Al, Inc. makes its technology and software tools available to law enforcement and security professionals who will
use them to enhance public safety and reduce crime, fraud, and risk in order to make communities safer. As a company,
we hold ourselves to the highest level of commitment to ethics, integrity and professionalism and take steps to ensure that
the search tools we provide are used correctly and lawfully. Our User Code of Conduct was developed to ensure that our
customers are using the Clearview Platform (defined below) in a safe, ethical, professional, and appropriate manner. Before
activating their Clearview Account, Users should review this Code of Conduct to confirm they will adhere to these essential
rules of use.
This User Code of Conduct applies to all individual Users (persons who possess an individual login associated with a
particular email address and password to an Account on the Clearview app, hereafter, "User", "Users", or "Individual
Users") and to all User organizations (organizations which have a Service Agreement with Clearview, hereafter "User
Organization", "User Organizations", or "Organization").
By registering a User Account with Clearview, and by using Clearview'sProducts and Services, mobile application and web
browser application (found on the web at Clearview.ai), facial imaging and search software, image database, publicly-
available online image indexing and search functionality, and its website (collectively, the "Clearview Platform"), Authorized
Users and Organizations agree to be bound by this User Code of Conduct (this "Code").
Account Security
Users are responsible for maintaining the confidentiality of their username and password.
Users are responsible for all activities that occur under that User's username and password. Users must
immediately email the Clearview Help Desk at help@clearview.ai to notify Clearview of any unauthorized use of
their username or password or any other breach of security.
Users may only access their accounts from devices that are authorized for professional use by their Organization.
The designated User is the only individual who may access and use the Account.
Independent Verification
Search results established through the Clearview Platform and its related systems and technologies are indicative
and not definitive.
Clearview takes every step to ensure the accuracy of its facial recognition software. However, it is not possible to
guarantee the accuracy of the search results it produces. Users must conduct further research and investigation
to verify the accuracy of any search result.
Search results used as a lead in an investigation must be reviewed by more than one person per Organization.
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The Clearview Platform is neither designed nor intended to be used as a single-source system for establishing the
identity of an individual, and Users shall not use it as such.
Furthermore, search results produced by the Clearview Platform are not intended nor permitted to be used as
admissible evidence in a court of law or any court filing.
Appropriate and Authorized Use
This Agreement only authorizes the use of the Clearview Platform by law enforcement and public security
professionals for legitimate law enforcement and public security purposes. Any and all use of the Clearview Platform
must be authorized by a supervisor employed by the Organization.
Organizations must designate an Executive User ("Administrator"), who shall have access to the search histories
of all individual Users associated with the Organization, and shall monitor the search history to ensure responsible
use.
Users shall not use the Clearview Platform for personal purposes, or for any purposes which are not authorized and
directed by the Organization's supervisors.
Use of the Clearview Platform in a fashion which contributes to harassment, stalking, cyberstalking, threats, abuse
or bullying, or in violation of any state, federal, local or any other applicable law, is strictly prohibited by this Code
of Conduct.
Users are prohibited from knowingly uploading or providing Content to Clearview that depicts a child sixteen (16)
years or younger that is a resident in the state of California.
The Clearview Platform is authorized only for use of images of persons under the age of 16 for the purposes of
protecting the child's safety, victim identification, when the child's welfare is at risk, in connection with investigations
of violent felonies, and to help protect against the spread of Child Sexual Abuse Material ("CSAM").
Clearview retains the right to suspend or terminate User accounts if we determine that a User or Organization has
violated any provision of the Code of Conduct.
Conclusion
Clearview aspires to make the world a better place by helping qualified professionals use public information to counter
crime, fraud, and threats to public safety through its proprietary technology. The Clearview Code of Conduct is a key part
of ensuring that its relationships with its customers are based on integrity, responsibility and professionalism. By adhering
to this Code of Conduct, you are helping Clearview achieve its collective goal of making communities safer while adhering
to the highest standards of ethics and security.
Confidential and Proprietary
v.3.8.22
Appendix 2
Government Terms
Amended Terms for Federal, State and Local Governments in the United States
If you are a federal, state or local government or government agency in the United States ("You"), and You are using
Clearview Services in your official capacity ("Official Use"), the following terms apply solely to such use and all other
terms remain in effect:
1.Governing Law
Terms relating to venue and governing law do not apply to Your Official Use.
If You are the federal government or a federal government agency in the United States:
For federal government and federal government agencies, any agreement You have with us will be governed by the
laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to
the extent permitted under federal law, the laws of the State of New York will apply.
If You are a state government or state government agency in the United States:
For state government and state government agencies, any agreement You have with us will be governed by the laws
of the State in which Your agency is located, and in the absence of a requirement that Your state law applies, the laws
of the State of New York will apply.
If You are a local government or local government agency in the United States:
For local government and local government agencies, any agreement You have with us will be governed by the laws
of the State in which Your agency is located, and in the absence of a requirement that Your state law applies, the laws
of the State of New York will apply.
2.Indemnity
If You are the federal government or a federal government agency in the United States:
Terms relating to indemnification do not apply to your Official Use except to the extent expressly authorized by
federal law.
If You are a state governmentor state government agency in the United States:
Terms relating to indemnification will apply to You only to the extent expressly permitted by your jurisdiction's laws.
If You are a local government or local government agency in the United States:
Terms relating to indemnification will apply to You only to the extent permitted by your jurisdiction's laws.
Confidential and Proprietary
V.3.8.22
6/20/2022
CLEARVIEW AI, INC
NEW YORK, NY 10005 -
106627
99 WALL ST #5730
City of Carmel
ONE CIVIC SQUARE
CARMEL, INDIANA 46032-2584
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
35-6000972
PURCHASE ORDER NUMBER
THIS NUMBER MUST APPEAR ON INVOICES, A/P
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
VENDOR SHIP
TO
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
EXTENSION
Carmel Police Department
3 Civic Square
Carmel, IN 46032-
376535
UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY
Page 1 of 1
Don Kirch
66686
1110Department:101Fund:General Fund
43-515.02Account:
Clearview search /Clearviewmobile1 $14,995.00 $14,995.00Each
14,995.00SubTotal
14,995.00
Send Invoice To:
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
SHIPPING INSTRUCTIONS
SHIP PREPAID.
C.O.D. SHIPMENT CANNOT BE ACCEPTED.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
PAYMENT
A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
CONTROL NO. 106627
ORDERED BY
TITLE
CONTROLLER
Carmel Police Department
3 Civic Square
Accounts Payable
Carmel, IN 46032-
Jeffrey Horner
Chief
CzTfshfzHsfdivlijobu2;52qn-Kvo38-3133
CzTfshfzHsfdivlijobu4;56qn-Kvo34-3133
Howard Asphalt, LLC d/b/a Howard Companies
Street Department - 2022
Appropriation #s 2201 176 44-628.06 ARP COVID Local Fis Rec, 2201 2201 43-502.00 Motor Vehicle Highway Funds
P.O. #s 105985, 106593
Contract Not To Exceed $117,425.00
provided to City pursuant to this Agreement have been selected by Vendor based upon City’s stated use and
are fit and sufficient for their particular purpose.
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same (“Effective
Date”), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
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,
C:\\Users\\clivingston\\Downloads\\Howard Asphalt, LLC d_b_a Howard Companies Goods and Services.docx:6/10/2022 9:10 AM\]
2
Howard Asphalt, LLC d/b/a Howard Companies
Street Department - 2022
Appropriation #s 2201 176 44-628.06 ARP COVID Local Fis Rec, 2201 2201 43-502.00 Motor Vehicle Highway Funds
P.O. #s 105985, 106593
Contract Not To Exceed $117,425.00
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.
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
C:\\Users\\clivingston\\Downloads\\Howard Asphalt, LLC d_b_a Howard Companies Goods and Services.docx:6/10/2022 9:10 AM\]
3
Howard Asphalt, LLC d/b/a Howard Companies
Street Department - 2022
Appropriation #s 2201 176 44-628.06 ARP COVID Local Fis Rec, 2201 2201 43-502.00 Motor Vehicle Highway Funds
P.O. #s 105985, 106593
Contract Not To Exceed $117,425.00
set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor
under or pursuant to this Agreement.
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except
for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive
their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only,
and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if itis in writing and is delivered by postage prepaid
U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein:
If to City: City of Carmel AND City of Carmel
Street Department Office of Corporation Counsel
st3400W131 Street One Civic Square
Carmel, Indiana 46074 Carmel, Indiana 46032
If to Vendor: Howard Asphalt, LLC d/b/a Howard Companies
2916 Kentucky Avenue
Indianapolis, Indiana 46221
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the
date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor,
immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or
if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided
hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the
undisputed invoice amount representing conforming Goods and Services delivered as of the date of
termination, except that such payment amount shall not exceed the Estimate amount in effect at the
time of termination, unless the parties have previously agreed in writing to a greater amount.
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice
amount of conforming Goods and Services delivered as of the date of termination, except that such
payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the
parties have previously agreed in writing to a greater amount.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.20.
REPRESENTATIONS AND WARRANTIES
C:\\Users\\clivingston\\Downloads\\Howard Asphalt, LLC d_b_a Howard Companies Goods and Services.docx:6/10/2022 9:10 AM\]
4
Howard Asphalt, LLC d/b/a Howard Companies
Street Department - 2022
Appropriation #s 2201 176 44-628.06 ARP COVID Local Fis Rec, 2201 2201 43-502.00 Motor Vehicle Highway Funds
P.O. #s 105985, 106593
Contract Not To Exceed $117,425.00
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor
of such additional goods and services desired, as well as the time frame in which same are to be provided.
Only after City has approved Vendor’s time and cost estimate for the provision of such additional goods and
services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide
such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of
the City’s authorization documents for the purchase of additional goods and services shall be numbered and
attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2022 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
27. IC 5-16-13.
The provisions of IC 5-16-13 are hereby incorporated into this Agreement by reference.
28. DEBARMENT AND SUSPENSION
28.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its
subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from entering into this Agreement by any federal agency or by any department, agency or political
C:\\Users\\clivingston\\Downloads\\Howard Asphalt, LLC d_b_a Howard Companies Goods and Services.docx:6/10/2022 9:10 AM\]
5
Howard Asphalt, LLC d/b/a Howard Companies
Street Department - 2022
Appropriation #s 2201 176 44-628.06 ARP COVID Local Fis Rec, 2201 2201 43-502.00 Motor Vehicle Highway Funds
P.O. #s 105985, 106593
Contract Not To Exceed $117,425.00
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.
28.2 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.
29. IRAN CERTIFICATION.
Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in
investment activities within the Country of Iran.
29. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition contained
in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement
may only be modified by written amendment executed by both parties hereto, or their successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA Howard Asphalt, LLC d/b/a Howard Companies
by and through its Board of Public
Works and Safety
C:\\Users\\clivingston\\Downloads\\Howard Asphalt, LLC d_b_a Howard Companies Goods and Services.docx:6/10/2022 9:10 AM\]
6
Howard Asphalt, LLC d/b/a Howard Companies
Street Department - 2022
Appropriation #s 2201 176 44-628.06 ARP COVID Local Fis Rec, 2201 2201 43-502.00 Motor Vehicle Highway Funds
P.O. #s 105985, 106593
Contract Not To Exceed $117,425.00
By: By:
James Brainard, Presiding Officer Authorized Signature
Date:
Printed Name
Mary Ann Burke, Member
Date:
Title
Lori S. Watson, Member FID/TIN:
Date:
ATTEST: Date:
Sue Wolfgang, Clerk
Date:
C:\\Users\\clivingston\\Downloads\\Howard Asphalt, LLC d_b_a Howard Companies Goods and Services.docx:6/10/2022 9:10 AM\]
7
Exhibit A
NOTICE FOR QUOTES
City of Carmel, Indiana
Department: Carmel Street Department
st3400W. 131 Street
Carmel, IN 46074
Project: 22-STR-01 Keystone Crack Sealing
Noticeisherebygiventhat theBoardofPublicWorksandSafetyforthe Cityof Carmel, HamiltonCounty, Indiana,
thwillreceivesealedquotes, duringregularbusinesshours, upto, butnotlaterthan10:00 AMlocaltimeMay18,
rd2022attheofficeoftheClerk, OneCivicSquare, 3Floor, Carmel, Indiana, 46032, forthefollowingproject:
22-STR-01 Keystone Crack Sealing
Allquotesaretobesealedwiththewords “22-STR-01KeystoneCrackSealing” onthelowerleft-handcorner of
ththeenvelope. Quoteswillbeopenedand readaloudat10:00AMMay18, 2022atthe BoardofPublicWorksand
ndSafetymeetingonthe2floorofCarmel CityHall, OneCivicSquare, Carmel, IN.
Thespecificationsareattachedandsetforthindetaileddocumentson fileattheCarmelStreetDepartment, 3400W
st131St, Carmel, IN46074.
QuestionsregardingthissolicitationmustbewrittenanddeliveredtotheCarmelStreetDepartment. Allresponses
willbewritten andmadeavailablewith thespecificationsattheStreet Department. Pleasecall theStreet
Departmentto confirmwhetherornotanysuchwrittenquestionsand/or responsesexist.
TheCarmelStreetDepartmentreservestherighttorejectanyandallquotes.
MattHigginbotham, StreetCommissioner
City of Carmel Street Department
Keystone Parkway Crack Sealing Specifications
Project 22-STR-01
All work is to bedone per INDOT specifications for crack sealing.
All companies that supply a quote must beapproved for INDOT work.
Project Boundaries
th1. From 96 Street as the southern border
th2. To north of136 St by Lowes Way as the northern border
3. Alltravel & turn lanes lanesapproximately 4.83 miles (one lane one way) minus ramps
stop at the concrete for ramps)
Crack Filling Procedure
1. Cleaning and drying: Cracks should becleaned using high pressure air or hot air blasting.
The crack should be cleaned to a depth of at least twice the crack width. This procedure is
critical to avoid a loss of adhesion between a sealant and crack surfaces.
2. Emulsion application: Cracks should be filled with sealer from the bottom to avoid
trapped air bubbles.
3. Squeegeeing: Excess sealant on the pavement surface should be removed with a
squeegee.
Detack application sprayed on tops of sealant as needed to avoid tracking.
Types ofCracks/Joints to be filled
1. Transverse Thermal
2. Transverse Reflective
3. Longitudinal Reflective
4. Longitudinal Cold-Joint
All cracks from widths 0.2 to 0.75 will be sealed.
Material to be used
1. Crumb Rubber (Asphalt Rubber Sealant)
2. Can be used on concrete and asphalt roads
3. Equal to or greater than the Craftco Polyflex
4. Meets INDOT standards for crack sealing material
Traffic control MUST BE accounted for and reflected in the total bid. The Carmel Street
Department WILL NOT be providing traffic control.
Award will bemade tothe most responsive and lowest lump sum amount.
EXHIBIT B
Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing
Goods/Services
Date
Goods/
Service
Provided
Goods/Services Provided
Describe each good/service
separately and in detail)
Cost Per
Item
Hourly
Rate/
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker’s Compensation & Disability Statutory Limits
Employer’s Liability:
Bodily Injury by Accident/Disease: $1,000,000 each employee
Bodily Injury by Accident/Disease: $1,000,000 each accident
Bodily Injury by Accident/Disease: $1,000,000 policy limit
Commercial General Liability:
General Aggregate Limit (other than
Products/Completed Operations): $6,000,000
Products/Completed Operations: $5,000,000
Personal & Advertising Injury
Each Occurrence Limit: $5,000,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Injury and Property Damage: $5,000,000 each occurrence
Umbrella Excess Liability
If a commercial umbrella liability policy is used to satisfy the minimum limits of liability
requirements, the combined limits must equal these minimum limits of liability.
ar elCity ®f Carmel
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
Page 1 of 1
PURCHASE ORDER NUMBER
JJ//
Jl Jj
FEDERAL EXCISE TAX EXEMPT 106593
ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, AN
CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. I DESCRIPTION
6/6/2022 372681
HOWARD COMPANIES Street Department
VENDOR 2916KENTUCKYAVE SHIP 3400 W. 131 st Street
TO Carmel, IN 46074-
INDIANAPOLIS, IN 46221 - Matt Higginbotham (317) 733-2001
PURCHASE ID BLANKET I CONTRACT PAYMENT TERMS FREIGHT
66355
QUANTITY UNITOFMEASURE DESCRIPTION UNITPRICE EXTENSION
Department: 2201 Fund. 2201 Motor Vehicle Highway FND
Account: 43-502.00
1 Each Keystone Crack Sealing
Send Invoice To:
Street Department
21,198.91 $21,198.91
Sub Total $21,198.91
3400 W. 131st Street ,;
Carmel, IN 46074-
I
317)733-2001 PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECTACCOUNT AMOUNT
PAYMENT $21,198.91
SHIPPING INSTRUCTIONS '
AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY
Lee Higginbotham James Crider
TITLE Commissioner Director of Administration
CONTROL NO. 106593 CONTROLLER
QQQQ ffOOCityCarmel
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
Page 1 of 1
PURCHASE ORDER NUMBERfJl
FEDERAL EXCISE TAX EXEMPT 105985
THIS NUMBER MUST APPEAR ON INVOICES,AIPONECIVICSQUARE35-6000972
CARMEL, INDIANA 46032-2584
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS ANDANY CORRESPONDENCE
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL- 1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. I VENDOR NO. DESCRIPTION
12/13/2021 372681
HARDING GROUP, INC Street Department
VENDOR 2916 KENTUCKY AVE SHIP 3400 W. 131 st Street
TO Carmel, IN 46074-
INDIANAPOLIS, IN 46221 - Matt Higginbotham (317) 733-2001
PURCHASE ID BLANKET CONTRACT PAYMENTTERMS FREIGHT
61902
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Department: 2201 Fund: 176 ARP COVID LOCAL FIS REC
Account: 44-628.06
1 Each Resurfacing $532,525.12
Sub Total
532,525.12
532,525.12
tell b If (d, or v I 5 0 1- 45e)pOin Send
Invoice To., Street
Department 3400
W. 131 at Street Carmel,
IN 46074- 317)
733-2001 SHIPPING
INSTRUCTIONS SHIP
PREPAID. COD.
SHIPMENT CANNOT BE ACCEPTED. PURCHASE
ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL THIS
ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1M AND
ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. CONTROLNO,
105985 E INVOICE
IN DUPLICATE PAYMENT $632,
525.12 AIP VOUCHER
CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE PART OF
THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED.
I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION
SUFFICIENT TO PAY FOR THE ABOVE ORDER. ORDERED BY
Lee Higginbotham
James Crider TITLE Commissioner
Director of Administration CONTROLLER
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Nelson Alarm
2602 East 55th Street • Indianapolis, Indiana 46220 • Phone: 317-255-2125 • Fax: 317-253-8802
City of Carmel – Sales and Installation Agreement
Date: May 23, 2022
Project Name: City of Carmel – Information and Communication Systems
Address: 31 1st Avenue NW
City, State, Zip: Carmel, IN 46063
Contact: Todd Luckoski
Phone: 317.571.2590
NELSON ALARM (hereinafter referred to as “NA”) agrees to sell and Customer agrees to buy the aforementioned
equipment.
This Sales and Installation Agreement is made this 23rd day of May 2022 between Nelson Alarm (“NA”) and City of Carmel
Customer”), who agrees to purchase the following equipment and services provided by NA.
Direct Sale:
Total Cost - $47,729 plus applicable taxes or fees.
STANDARD TERMS AND CONDITIONS:
1. In the event that any part of the aforementioned equipment becomes defective, or in the event that any repairs are required, NA
agrees to make all repairs and replacement of parts without costs to the Customer for a period of one year from the date of installation. NA
reserves the option to either replace or repair the alarm equipment, and reserves the right to substitute materials of equal quality at time of
replacement, or to use reconditioned parts in fulfillment of this warranty. This warranty does not include batteries, reprogramming, damage
by lightning, electrical surge or wire breaks.
2. Except as set forth in this agreement, NA makes no express warranties as to any matter whatsoever, including, without limitation,
the condition of the equipment, its merchantability, or its fitness for any particular purpose. NA does not represent nor warrant that the
equipment may not be compromised or circumvented, or that the equipment will prevent any loss by burglary, hold-up, vandalism or
otherwise; or that the system will in all cases provide the protection for which it is installed. NA expressly disclaims any implied warranties,
including implied warranties of merchantability or fitness for a particular purpose.
QTY Part Description Cost
28 Axis Q3538-LVE 4K Outdoor Fixed Dome Network Camera 32,885
22 Axis T91D61 Network Camera Wall Mount 1,569
24 Axis T94M01D Network Camera Outdoor Pendant Kit 1,214
4 Axis Q1798-LE Fixed Bullet Camera 6,095
2 Axis T91B52 (12 Inch) Network Camera Extension Pipe 60
2 Axis T91B52 (39 Inch) Network Camera Extension Pipe 85
4 Axis T91B51 Indoor/Outdoor Ceiling Mount 405
2 Axis Q6078-E 4K with 20x Optical Zoom 5,416
Exhibit A
Nelson Alarm
2602 East 55th Street • Indianapolis, Indiana 46220 • Phone: 317-255-2125 • Fax: 317-253-8802
3. The warranty does not cover any damage to material or equipment caused by accident, misuse, attempted or unauthorized repair
service, modification, or improper installation by anyone other than NA. NA shall not be liable for consequential damages. Customer
acknowledges that any affirmation of fact or promise made by NA shall not be deemed to create an express warranty unless included in this
contract in writing; that Customer is not relying on NA's skill or judgment in selecting or furnishing a system suitable for any particular purpose
and that there are no warranties which extend beyond those on the face of this agreement.. Customer's exclusive remedy for NA's breach of
this contract or negligence to any degree under this contract is to require NA to repair or replace, at NA's option, any equipment which is non-
operational. This warranty gives you specific legal rights and you may also have other rights which vary from state to state. If required by law,
NA will procure all permits required by local law and will provide certificate of workman's compensation prior to starting work.
4. DELAY IN INSTALLATION: NA shall not be liable for any damage or loss sustained by Customer as a result of delay in installation of
equipment, equipment failure, or for interruption of service due to electric failure, strikes, walk-outs, war, acts of God, or other causes,
including NA's negligence in the performance of this contract. The estimated date work is to be substantially completed is not a definite
completion date and time is not of the essence.
5. ALTERATION OF PREMISES FOR INSTALLATION: NA is authorized to make preparations such as drilling holes, driving Nails, making
attachments or doing any other thing necessary in NA's sole discretion for the installation of the equipment, and NA shall not be responsible
for any condition created thereby as a result of such installation, service, or removal of the equipment, and Customer represents that the
owner of the premises, if other than Customer, authorizes the installation of the equipment under the terms of this agreement.
6. CUSTOMER'S DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE: Customer agrees to furnish, at Customer's expense, all 110
Volt AC power and electrical outlets and receptacles, internet connection, high speed broadband cable or DSL and IP Address, telephone hook-
ups, RJ31x Block or equivalent, as deemed necessary by NA.
7. LIEN LAW: NA or any subcontractor engaged by NA to perform the work or furnish material who is not paid may have a claim
against purchaser or the owner of the premises if other than the purchaser which may be enforced against the property in accordance with the
applicable lien laws.
8. INDEMNITY/WAIVER OF SUBROGATION RIGHTS/ASSIGNMENTS: Customer agrees to indemnify and hold harmless NA, its
employees, agents and subcontractors, from and against all claims, lawsuits, including those brought by third-parties or by Customer, including
reasonable attorneys' fees and losses, asserted against and alleged to be caused by NA's performance, negligence or failure to perform any
obligation under this agreement. Parties agree that there are no third party beneficiaries of this contract. Customer on its behalf and any
insurance carrier waives any right of subrogation Customer's insurance carrier may otherwise have against NA or NA's
subcontractors arising out of this agreement or the relation of the parties hereto. Customer shall not be permit ted to assign this agreement
without written consent of NA. NA shall have the right to assign this contract and shall be relieved of any obligations herein upon such
assignment.
9. EXCULPATORY CLAUSE: NA and Customer agree that NA is not an insurer and no insurance coverage is offered herein. NA is not
assuming liability, and, therefore shall not be liable to Customer for any loss, personal injury, data corruption or inability to retrieve data, or
property damage sustained by Customer as a result of the equipment failure, or any other cause, whatsoever, regardless of whether or not
such damage was caused by or contributed to by NA’s negligent performance, failure to perform any obligation or strict products liability.
Customer releases NA from any claims for contribution, indemnity or subrogation.
10.INSURANCE: The Subscriber shall maintain a policy of public liability, property damage, burglary and theft insurance under which
NA is named as additional insured. NA shall not be responsible for any portion of any loss or damage which is recovered or recoverable by the
Subscriber from insurance covering such loss or damage or for such loss or damage against which the Subscriber is indemnified or insured. In
the event of any loss or injury to any person or property, Subscriber agrees to look exclusively to Subscriber’s insurer to recover damages.
Subscriber shall obtain insurance to cover any loss the security services are intended to detect to one hundred percent of the
insurable value, and Subscriber and all those claiming rights under Subscriber waive all rights against NA and its subcontractors for loss or
damages caused by burglary, theft, water, smoke, fire or other perils intended to be detected by the security services or covered by insurance
to be obtained by Subscriber, except such rights as they may have to the proceeds of insurance
11. LIMITATION OF LIABILITY: Customer agrees that should there arise any liability on the part of NA as a result of NA's negligent
performance to any degree of failure or perform any of NA's obligations or equipment failure, or strict products liability, that NA's liability shall
be limited to the sum of $250.00 or 5% of the sales price, whichever is greater. If Customer wishes to increase NA's amount of limitation of
liability, Customer may, as a matter of right, at any time, by entering into a supplemental contract, obtain a higher limit by paying an annual
payment consonant with NA's increased liability. This shall not be construed as insurance coverage.
2)
Exhibit A
Nelson Alarm
2602 East 55th Street • Indianapolis, Indiana 46220 • Phone: 317-255-2125 • Fax: 317-253-8802
12. LEGAL ACTION: In the event NA refers this contract to an attorney, to recover any amounts owed by Customer to NA hereunder,
the parties agree that the amount to be recovered, and any judgment to be entered, shall include interest at the rate of 1 1/2% per month from
the date payment is due and Customer shall pay NA's legal fees. In any action commenced by NA against Customer, Customer shall not be
permitted to interpose any counterclaim. This agreement shall be governed by the laws of the State of Indiana. The parties agree that the
courts of the State of Indiana shall have exclusive jurisdiction over the parties hereto regarding any dispute between them and NA and
Customer submits to the jurisdiction of the State of Indiana. Customer submits to the jurisdiction of Indiana and agrees that any litigation
between the parties must be commenced and maintained exclusively in the State
of Indiana and in the County where NA’s principal place of business is located. The parties waive trial by jury in any action between
them. Any action by Customer against NA must be commenced within one year of the accrual of the cause of action or shall be barred. All
actions or proceedings against NA must be based on the provisions of this agreement. Any other action that Customer may have or bring
against NA in respect to other services rendered in connection with this agreement shall be deemed to have merged in and be restricted to the
terms and conditions of this agreement.
13. FULL AGREEMENT/SEVERABILITY/ CONFLICTING DOCUMENTS. This agreement constitutes the full understanding of the parties
and may not be amended or modified or canceled except in writing signed by both parties, except NA requirements regarding items of
protection provided for in this agreement imposed by Authority Having Jurisdiction. Should there arise any conflict between this agreement
and Customer's purchase order or other document, this agreement will govern whether such purchase order or document is prior to or
subsequent to this agreement. Should any provision of this agreement be deemed void, all other provisions will remain in eff ect.
Nelson Alarm: Customer:
Signature: _______________________________ Signature: ______________________________
Printed Name: ____________________________ Printed Name: ___________________________
Date: ___________________________________ Date: ___________________________________
3)
Nelson Alarm
2602 East 55th Street • Indianapolis, Indiana 46220 • Phone: 317-255-2125 • Fax: 317-253-8802
City of Carmel – Sales and Installation Agreement
Date: June 21, 2022
Project Name: City of Carmel – Information and Communication Systems
Address: 31 1st Avenue NW
City, State, Zip: Carmel, IN 46063
Contact: Todd Luckoski
Phone: 317.571.2590
NELSON ALARM (hereinafter referred to as “NA”) agrees to sell and Customer agrees to buy the aforementioned
equipment.
This Sales and Installation Agreement is made this 23rd day of May 2022 between Nelson Alarm (“NA”) and City of Carmel
Customer”), who agrees to purchase the following equipment and services provided by NA.
Direct Sale:
Total Cost - $2,180 plus applicable taxes or fees.
STANDARD TERMS AND CONDITIONS:
1. In the event that any part of the aforementioned equipment becomes defective, or in the event that any repairs are required, NA
agrees to make all repairs and replacement of parts without costs to the Customer for a period of one year from the date of installation. NA
reserves the option to either replace or repair the alarm equipment, and reserves the right to substitute materials of equal quality at time of
replacement, or to use reconditioned parts in fulfillment of this warranty. This warranty does not include batteries, reprogramming, damage
by lightning, electrical surge or wire breaks.
2. Except as set forth in this agreement, NA makes no express warranties as to any matter whatsoever, including, without limitation,
the condition of the equipment, its merchantability, or its fitness for any particular purpose. NA does not represent nor warrant that the
equipment may not be compromised or circumvented, or that the equipment will prevent any loss by burglary, hold-up, vandalism or
otherwise; or that the system will in all cases provide the protection for which it is installed. NA expressly disclaims any implied warranties,
including implied warranties of merchantability or fitness for a particular purpose.
3. The warranty does not cover any damage to material or equipment caused by accident, misuse, attempted or unauthorized repair
service, modification, or improper installation by anyone other than NA. NA shall not be liable for consequential damages. Customer
acknowledges that any affirmation of fact or promise made by NA shall not be deemed to create an express warranty unless included in this
contract in writing; that Customer is not relying on NA's skill or judgment in selecting or furnishing a system suitable for any particular purpose
and that there are no warranties which extend beyond those on the face of this agreement.. Customer's exclusive remedy for NA's breach of
this contract or negligence to any degree under this contract is to require NA to repair or replace, at NA's option, any equipment which is non-
QTY Part Description Cost
12 Axis T94M01D Network Camera Outdoor Pendant Kit 607
12 Axis T91B52 (12 Inch)Network Camera Extension Pipe 359
12 Axis T91B51 Indoor/Outdoor Ceiling Mount 1,214
Nelson Alarm
2602 East 55th Street • Indianapolis, Indiana 46220 • Phone: 317-255-2125 • Fax: 317-253-8802
operational. This warranty gives you specific legal rights and you may also have other rights which vary from state to state. If required by law,
NA will procure all permits required by local law and will provide certificate of workman's compensation prior to starting work.
4. DELAY IN INSTALLATION: NA shall not be liable for any damage or loss sustained by Customer as a result of delay in installation of
equipment, equipment failure, or for interruption of service due to electric failure, strikes, walk-outs, war, acts of God, or other causes,
including NA's negligence in the performance of this contract. The estimated date work is to be substantially completed is not a definite
completion date and time is not of the essence.
5. ALTERATION OF PREMISES FOR INSTALLATION: NA is authorized to make preparations such as drilling holes, driving Nails, making
attachments or doing any other thing necessary in NA's sole discretion for the installation of the equipment, and NA shall not be responsible
for any condition created thereby as a result of such installation, service, or removal of the equipment, and Customer represents that the
owner of the premises, if other than Customer, authorizes the installation of the equipment under the terms of this agreement.
6. CUSTOMER'S DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE: Customer agrees to furnish, at Customer's expense, all 110
Volt AC power and electrical outlets and receptacles, internet connection, high speed broadband cable or DSL and IP Address, telephone hook-
ups, RJ31x Block or equivalent, as deemed necessary by NA.
7. LIEN LAW: NA or any subcontractor engaged by NA to perform the work or furnish material who is not paid may have a claim
against purchaser or the owner of the premises if other than the purchaser which may be enforced against the property in accordance with the
applicable lien laws.
8. INDEMNITY/WAIVER OF SUBROGATION RIGHTS/ASSIGNMENTS: Customer agrees to indemnify and hold harmless NA, its
employees, agents and subcontractors, from and against all claims, lawsuits, including those brought by third-parties or by Customer, including
reasonable attorneys' fees and losses, asserted against and alleged to be caused by NA's performance, negligence or failure to perform any
obligation under this agreement. Parties agree that there are no third party beneficiaries of this contract. Customer on its behalf and any
insurance carrier waives any right of subrogation Customer's insurance carrier may otherwise have against NA or NA's
subcontractors arising out of this agreement or the relation of the parties hereto. Customer shall not be permitted to assign this agreement
without written consent of NA. NA shall have the right to assign this contract and shall be relieved of any obligations herein upon such
assignment.
9. EXCULPATORY CLAUSE: NA and Customer agree that NA is not an insurer and no insurance coverage is offered herein. NA is not
assuming liability, and, therefore shall not be liable to Customer for any loss, personal injury, data corruption or inability to retrieve data, or
property damage sustained by Customer as a result of the equipment failure, or any other cause, whatsoever, regardless of whether or not
such damage was caused by or contributed to by NA’s negligent performance, failure to perform any obligation or strict products liability.
Customer releases NA from any claims for contribution, indemnity or subrogation.
10. INSURANCE: The Subscriber shall maintain a policy of public liability, property damage, burglary and theft insurance under which
NA is named as additional insured. NA shall not be responsible for any portion of any loss or damage which is recovered or recoverable by the
Subscriber from insurance covering such loss or damage or for such loss or damage against which the Subscriber is indemnified or insured. In
the event of any loss or injury to any person or property, Subscriber agrees to look exclusively to Subscriber’s insurer to recover damages.
Subscriber shall obtain insurance to cover any loss the security services are intended to detect to one hundred percent of the
insurable value, and Subscriber and all those claiming rights under Subscriber waive all rights against NA and its subcontractors for loss or
damages caused by burglary, theft, water, smoke, fire or other perils intended to be detected by the security services or covered by insurance
to be obtained by Subscriber, except such rights as they may have to the proceeds of insurance
11. LIMITATION OF LIABILITY: Customer agrees that should there arise any liability on the part of NA as a result of NA's negligent
performance to any degree of failure or perform any of NA's obligations or equipment failure, or strict products liability, that NA's liability shall
be limited to the sum of $250.00 or 5% of the sales price, whichever is greater. If Customer wishes to increase NA's amount of limitation of
liability, Customer may, as a matter of right, at any time, by entering into a supplemental contract, obtain a higher limit by paying an annual
payment consonant with NA's increased liability. This shall not be construed as insurance coverage.
2)
12. LEGAL ACTION: In the event NA refers this contract to an attorney, to recover any amounts owed by Customer to NA hereunder,
the parties agree that the amount to be recovered, and any judgment to be entered, shall include interest at the rate of 1 1/2% per month from
the date payment is due and Customer shall pay NA's legal fees. In any action commenced by NA against Customer, Customer shall not be
permitted to interpose any counterclaim. This agreement shall be governed by the laws of the State of Indiana. The parties agree that the
courts of the State of Indiana shall have exclusive jurisdiction over the parties hereto regarding any dispute between them and NA and
Nelson Alarm
2602 East 55th Street • Indianapolis, Indiana 46220 • Phone: 317-255-2125 • Fax: 317-253-8802
Customer submits to the jurisdiction of the State of Indiana. Customer submits to the jurisdiction of Indiana and agrees that any litigation
between the parties must be commenced and maintained exclusively in the State
of Indiana and in the County where NA’s principal place of business is located. The parties waive trial by jury in any action between
them. Any action by Customer against NA must be commenced within one year of the accrual of the cause of action or shall be barred. All
actions or proceedings against NA must be based on the provisions of this agreement. Any other action that Customer may have or bring
against NA in respect to other services rendered in connection with this agreement shall be deemed to have merged in and be restricted to the
terms and conditions of this agreement.
13. FULL AGREEMENT/SEVERABILITY/ CONFLICTING DOCUMENTS. This agreement constitutes the full understanding of the parties
and may not be amended or modified or canceled except in writing signed by both parties, except NA requirements regarding items of
protection provided for in this agreement imposed by Authority Having Jurisdiction. Should there arise any conflict between this agreement
and Customer's purchase order or other document, this agreement will govern whether such purchase order or document is prior to or
subsequent to this agreement. Should any provision of this agreement be deemed void, all other provisions will remain in effect.
Nelson Alarm: Customer:
Signature: _______________________________ Signature: ______________________________
Printed Name: ____________________________ Printed Name: ___________________________
Date: ___________________________________ Date: ___________________________________
3)
INDIANA RETAIL TAX EXEMPT
City ®f Carmel CERTIFICATE NO. 003120155 002 0
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
HASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO.
6/20/2022 00352213
Page 1 of 1
PURCHASE ORDER NUMBER
106626
THIS NUMBER MUST APPEAR ON INVOICES, A/P
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
DESCRIPTION
Replacement cameras - Tarkington and Carter Green garages
NELSON ALARM COMPANY ICS
VENDOR 2602 E 55TH STREET SHIP 31 1st Ave N.W.
TO
Carmel, IN 46032-
INDIANAPOLIS, IN 46220 - Timothy Renick (317) 571-2576
PURCHASE ID BLANKET CONTRACT PAYMENTTERMS FREIGHT
66688
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Department: 1115 Fund: 0 Capital Lease Fund
Account: 44-631.00
1 Each Axis parts $2,180.00 $2,180.00
1 Each Camera replacement - Tarkington and Carter Green garages $47,729.00 $47,729.00
Sub Total $49,909.00
Send Invoice To: -
ICS Quote dated 5/23/22 and 6/21/22
Timothy Renick
311stAve N.W. Carmel,
IN 46032- 317)
571-2576 PLEASE INVOICE IN DUPLICATE DEPARTMENT
ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $
49,909.00 SHIPPING
INSTRUCTIONS * A/
P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART
OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN SHIP
PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN C.
O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. PURCHASE
ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL J THIS
ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 AND
ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Timothy
Renick James Crider TITLE
Director Director of Administration CONTROL
NO. 106626 CONTROLLER
CzTfshfzHsfdivlijobu3;55qn-Kvo34-3133
NBOEZ!PÉHSBEZ
Page 1 of 1INDIANARETAILTAXEXEMPT
CERTIFICATE NO. 003120155 0020PURCHASE ORDER NUMBERCityofCarmel
FEDERAL EXCISE TAXEXEMPT 106601
35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE
VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCE
FORM APPROVED BYSTATE BOARD OFACCOUNTS FOR CITY OFCARMEL - 1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
AED's AllStations, Admin, CTC, EOC6/12/202200351580
STRYKER MEDICAL Fire Department
VENDORSHIPPOBOX93308 10701 N. College, Ste. A
TO Carmel, IN 46280-
CHICAGO, IL 60673 -
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
66471
QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION
Department:Fund: 1120102Ambulance Capital Fund
Account: 44-670.06
9Each99512-001262LIFEPAK CR2 Defib$2,012.25$18,110.25
Each911101-000021Quik-Step Pacing/ECG/Defib Electrodes$117.80$1,060.20
1EachShipping$167.58$167.58
Sub Total 19,338.03
Send Invoice To:
Fire Department
2Civic Square
Carmel, IN 46032-
PLEASE INVOICE INDUPLICATE
DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT
19,338.03PAYMENT
A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN
SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
C.O.D. SHIPMENT CANNOT BE ACCEPTED.THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO.
Denise Snyder
TITLEAccreditation/Budget Administrator
CONTROL NO. 106601 CONTROLLER
CzTfshfzHsfdivlijobu:;62bn-Kvo33-3133
Yardberry Landscape Company
Engineering Department - 2022
Appropriation #2200 0 44-628.71 2020 Road Bond Fund; P.O. #106617
Contract Not To Exceed $646,099.00
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same (“Effective
Date”), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information relating
thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to
City sufficient written warning and notice (including appropriate labels on containers and packing) of any
hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein; (c)
fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not
correct such failure or breach within five (5) business days (or such shorter period of time as is commercially
reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d)
becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or
dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate
all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies
available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers’ compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor’s agents, officers, employees, contractors and subcontractors; and, for
any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The
coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its
insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon
request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled
without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against
any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for
injury, death and/or damages to any person or property arising from or in connection with Vendor’s provision
of Goods and Services pursuant to or under this Agreement or Vendor’s use of City property.
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees,
and other expenses, caused by any act or omission of Vendor and/or of any of Vendor’s agents, officers,
employees, contractors or subcontractors in the performance of this Agreement. These indemnification
obligations shall survive the termination of this Agreement.
C:\\Users\\clivingston\\Downloads\\Yardberry Landscape Company Goods and Services.docx:6/20/2022 10:55 AM\]
2
Yardberry Landscape Company
Engineering Department - 2022
Appropriation #2200 0 44-628.71 2020 Road Bond Fund; P.O. #106617
Contract Not To Exceed $646,099.00
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor’s performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status.
12. E-VERIFY:
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the “Indiana E-Verify Law”), Vendor is required to enroll in and verify the work eligibility
status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein
as Exhibit D, affirming that it is enrolled and participating in the E-verify program and does not knowingly
employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation
indicating that it has enrolled and is participating in the E-Verify program. Should Vendor subcontract
for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E-
Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana
E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed,
terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E-
Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not affect
the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of
a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any
other provision hereof.
14. NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City’s prior written consent.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor
under or pursuant to this Agreement
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except
C:\\Users\\clivingston\\Downloads\\Yardberry Landscape Company Goods and Services.docx:6/20/2022 10:55 AM\]
3
Yardberry Landscape Company
Engineering Department - 2022
Appropriation #2200 0 44-628.71 2020 Road Bond Fund; P.O. #106617
Contract Not To Exceed $646,099.00
for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive
their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only,
and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if itis in writing and is delivered by postage prepaid
U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein:
If to City: City of Carmel AND City of Carmel
Engineering Department Office of Corporation Counsel
One Civic Square One Civic Square
Carmel, Indiana 46032 Carmel, Indiana 46032
If to Vendor: Yardberry Landscape Company
9940 S 1000 W
Anderson, Indiana 46017
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\\Yardberry Landscape Company Goods and Services.docx:6/20/2022 10:55 AM\]
4
Yardberry Landscape Company
Engineering Department - 2022
Appropriation #2200 0 44-628.71 2020 Road Bond Fund; P.O. #106617
Contract Not To Exceed $646,099.00
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor
of such additional goods and services desired, as well as the time frame in which same are to be provided.
Only after City has approved Vendor’s time and cost estimate for the provision of such additional goods and
services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide
such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of
the City’s authorization documents for the purchase of additional goods and services shall be numbered and
attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2022 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
27. IC 5-16-13.
The provisions of IC 5-16-13 are hereby incorporated into this Agreement by reference.
28. DEBARMENT AND SUSPENSION
28.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its
subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from entering into this Agreement by any federal agency or by any department, agency or political
subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer,
director, owner, partner, key employee or other person with primary management or supervisory
responsibilities, or a person who has a critical influence on or substantive control over the operations of the
Vendor.
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5
BID PROPOSAL SUMMARY PAGE
Complete the following information and place as the cover page to
your bid packet. Insert all documents into an envelope with
project name and your company name clearly marked on the
outside. Seal the envelope.
The prices indicated on this sheet shall be read aloud during the
bid opening and shall match the prices indicated in Part 2 of the
Bidders Itemized Proposal and Declarations.
Company:
Project Name:
Date Submitted:
Base Quote
Amount:
Revised 5/20/2022
Project No.
E>Gcavech'As G
Pedestrian Path Construction on East 106 th
Street
Exhibit A
Instructions To Bidders:
BIDDER'S ITEMIZED PROPOSAL
AND DECLARATIONS
City of Carmel
This form shall be utilized by all Bidders. Except as otherwise specifically provided, all Parts shall
be fully and accurately filled in and completed and notarized.
Project:
Proposal For Construction of:
Date:
20-ENG-07 106th St. Pedestrian Improvements
This project is for the construction of both multi use asphalt
path and concrete sidewalk. The project involves installing
storm sewer, curbs, sidewalks, mid-block crossing, and
pavement markings.
To: City of Carmel, Indiana, Board of Public Works and Safety
BID-1
Version 2018-12-19
1.1
1.2
1.3
Bidder Name:
BidderAddress:
PARTl
BIDDER INFORMATION
Print)
arc\W"'r LanJ-sc bGCa 'no
StreetAddress: gg O 5 100) W
City: ArJ. ffSDr\ State: fI\J Zip4'l.P0( ]
Phonell/5-37 s1 ?i:3 Fax: 7(£-37-D37(C
Bidder is a/an [ mark oneJ
Individual ___ Partnership ndiana Corporation ---
Foreign (Out of State) Corporation; State: _____ _
Joint Venture ---Other ---
1.4 [The following must be answered ifthe Bidder or any of its partners or joint venture parties
is a foreign corporation. Note: To do business in or with the City of Carmel, Indiana,
foreign corporations must register with the Secretary of the State of Indiana as required
by the Indiana General Corporation Act as stated therein and expressed in the Attorney
General's Opinion #2, dated January 23, 1958.J
l Corporation Name: Qrd kaod.5{ttp<: (&
2 Address: 44% s 'oao w I. AcdJLroYl I IN lbtt,01 /
3 Date registered with State of Indiana: _ _..J ... J ... J-)_7_._a,-------
4 Indiana Registered Agent:
Name:
Address:
BID-2
Version 2018-12-19
PART3
CONTRACT ITEMS AND UNIT PRICES
This Part to be used only for Bidding on
Unit Price Contracts for the Contract Items shownJ
106th Path from Pennsylvania St. to College Ave
Item Description Quantity Unit Unit Price Total Price
number
1 Construction Engineering 1 LS
IS,ooo' j{):)O
2 Mobilization and Demobilization 1 LS
Sq 7(p<.,,'3o, 7 (i,Cp
3 Clearing of Right of Way 1 LS
J.ooo·[)5";000
4 Excavation, Common 424 CYD ,5 t '
31,5
5 Storm Water Quality 12600 DOL ID$ Management Budget /J1 be:JO
6 Stormwater Management 1 LS
Implementation /0, (f)()o /ooo
7 SWQCP Preparation 1 LS '
5".o<J'( Sio"'"
8 Subgrade Treatment Type II 920 SYD
Ii (Undistributed) :l J.3,()()0
9 Subgrade Treatment Type III 2378 SYD .., 5-II, 99°
10 Structure Backfill, Type 2 2 CYD I!) fl)ytJ?O
11 Geogrid, Type IB (Undistributed) 2110 SYD ID J.1,100
12 Compacted Aggregate, No. 53 373 CYD 6 0 ': 17, >80
13 Asphalt for Tack Coat 1 TON j)OO f oo
BID-4
Version 2018-12-19
14 HMA for Sidewalk 465 TON /
95 B(pl 02?
15 Sidewalk, Concrete 176 SYD ;g., '321 S-(p<>
16 Curb Ramp, Concrete 139 SYD 30,c) " <ft ?Po
17 Detectable Warning Surfaces 36 SYD g §6 ,. I :Z.1 t,ov
18 HMA Surface with Concrete Cap 374 LFT ...
J_/807 ())
19 PCCP for Approaches, 6" 503 SYD /oo .S-01 '300
20 Mailbox Assembly, Single, 5 EA
Relocate ;to ,? ,,.1,-tJl::l(,I
21 Mobilization and Demobilization 1 EA .,
for Seeding 5 () '5()0
22 Mulched Seeding U 1311 SYD
Undistributed) 3 '3'1 9'3J
23 Water 10 Kgal u'
I c, ;-
Nursery Sod 2825 SYD -
81 250
24 /
rJ
25 Water Service/Meter Pit 4 EA
Replacement (Undistributed) {25<0 /ooo
26 Field Office, Type C 4 MOS 7200rflSeo'
Pipe, HDPE, Circular, 8" 29 LFT ,,, JJ,.12° -27 So
28 Pipe, RCP, Circular, 12" 14 LFT I tJO /'(oo
29 Pipe Extension, Metal, Circular, 10 LFT 5o SZJo8"
1 EA . 30 Casting, Adjust to Grade d Oo''fOt>o
31 Inlet E-7 1 EA 'fOO '-..'/OCJo :
BID-5
Version 2018-12-19
Construction Sign, B 4 EA I :2D o I
33 LS /~·
34 Sign Post, uare 1, Reinforced 44 LFT
Anc Base
35 5 EA . :
z.. so
36 Sign, Sheet, with Legend, 0.080 41 SFT
IN. Thickness
37 Solar Powered Flashing Beacon
Assembly {o
38 Transverse Marking,
Thermoplastic, Crosswalk Line, )
0 ., White, 24 IN.
39 Transverse Marking, 106 LFT
Thermoplastic, Stop Li e, 24 IN. /()
40 105 LFT 75•
41 2 EA /G/, ;>OD ""
BID-6
Version 2018-12-19
32 Construction Sign, B 4 EA
33 Maintaining Traffic 1 LS
34 sign Post, Square 1, Reinforced 44 LFT
Anchor Base .
35 Sign, Sheet, Assembly Relocate 5 EA
36 Sign, Sheet, with Legend, 0.080 41 SFT
IN. Thi ckness
37 Solar Powered Flashing Beacon 2 EA
Assembly
38 Transverse Marking, 450 LFT
Thermoplastic, Crosswalk Line,
White, 24 IN.
39 Transverse Marking, 106 LFT
Thermoplastic, Stop Line, 24 IN.
40 Relocate/Reset Fence 105 LFT
41 Existing Handhole Relocation 2 EA
42 Concrete Curb and Gutter 128 LFT
Combined
43 Pipe End Section. HDPE. 2 EA
Circular. 8"
44 Pipe End Section, RCP. Circular. ') EA
12"
BID-6
Version 2018-12-19
200
v;..,. I
s: t
s; 0 ,;:-
C/o
3/;;ou -
lu
I D --
75 r
ooo' f I
60
Ji, 600>
I l.0 o
Boe
J5;t>c>v
1180
JJ.g-o
otfO
271 tJ(J()
l(5"'oo
Otpo
787
3 cvo
7&t,cJ
2.oo "'
d--fltJv -
Instructions To Bidders:
PARTS
EXCEPTIONS
5.1 The Bidder shall fully state each exception taken to the Specifications or other Contract
Documents in Section 5.3 of this Part.
5.2 Bidder is cautioned that any exception taken by Bidder and deemed by OWNER to be a
material qual ification or variance from the terms of the Contract Documents may result in
this Bid being rejected as non-responsive.
5. 3 Exceptions:
Version 2018-12-19
A
BID-8
Version 2018-12-19
Instructions To Bidders:
POST BID SUB MITT AL
SEE SECTIONS ITB 6.5
SUBCONTRACTORS LIST
The Bidder shall enter the names and the type of work to be done in the Subcontractors
List which follows for each Subcontractor that the Bidder proposes to use for the Work
who will be providing work for an agreed price offive percent (5%) or greater of the
amount Bid as stated above in Part 2.
Only one Subcontractor shall be listed for each work item. Upon award of a contract, the
named Subcontractors shall be employed to perform the work, unless changes are
specifically authorized by the OWNER. Failure to furnish all information requested may
render the Bid non-responsive if it is determined that such omission is material by affording
the Bidder a substantial advantage over other Bidders.
Except as otherwise specifically stated by the Bidder in this Part, omission ofany names
of Subcontractors herein shall constitute an affirmative representation and statement that
the Bidder proposes to use his own workforces for most of the Work such that he will have
no Subcontractors providing work in the amount offive percent (5%) or greater of the
amount Bid.
Subcontractor Name
pre aQ!'-' t
ST V\;'\ L (} ,J J 1
r \l Tf4 FF•c
use additional sheets if necessary)
Version 2018-12-19
Work Price
STA t; >.--6 00 (I-
TfA'r-O 'E:. ; h} IA }.79 6 "
T/'A FP11, c..,..,,1-4-6 ( 5""(:)(?"
POSTBID-2
Instructions To Bidders:
POST BID SUBMITTAL
SEE 1TB SECTION 6.4
MANUFACTURERS LIST
The Bidder shall enter, in the spaces provided below, the name of the manufacturer of
equipment that the Bidder proposes to furnish for each item of equipment listed in the
Manufacturers List which follows. The Bidder shall enter the name of only one
manufacturer for each listed equipment item. Failure to enter a manufacturer's name for
each listed equipment item may render the Bid non-responsive ifit is determined that such
omission is material by affording the Bidder a substantial advantage over other Bidders.
Upon award of a contract, each listed equipment item shall be furnished by the named
manufacturer, unless changes are specifically authorized. Equipment substitutions will be
permitted only with the OWNER 's prior consent.
Preliminary acceptance of equipment listed by the manufacturer's name shall not in any
way constitute a waiver of the Drawing and Specification requirements covering such
equipment. Acceptance will be based on full conformity with the Drawings and
Specifications covering the equipment.
Equipment Item (Contract Items) Manufacturer
A.s Lr
II' G /' e, -\c:;... +
t,1'f'-?· () (
l
tJ(.){'€(; f 'i fQ-
Gt"'O 1r;Ju
Version 2018-12-19
POSTBID-1
2,Li t-1 (C,k-(
A.,.-y,>.c:,r/' y r Wt 'if
z.,J\,
C, C)(Zt2.. MA-/vv
2-lv-\-J-u.X-J-'
r
2.1 Base Bid
BID PROPOSAL
The undersigned Bidder proposes to furnish all necessary labor, machinery, tools,
apparatus, materials, equipment, service and other necessary supplies, and to perform and
fulfill all obligations incident thereto in strict accordance with and within the time(s)
provided by the terms and conditions of the Contract Documents forthe above described
Work and Project, including any and all addenda thereto, forthe Unit Prices applicable to
the Contract Items as stated in Part 3 hereof, which Unit Prices, when multiplied by
estimated unit quantities forsuch Contract Items, total s,y '1.u-xlrc/ furfy 5, Y11 .. :p{::, Niu /ktfu:1 Dollars($ &<{r,1 o'l'1 ). The Bidder
ackn6wledges that evaluation of the lowest Bid shall be based on such price and further
acknowledges that the unit quantities listed in Part 3 of this Proposal are estimates solely
for the purpose of Bid evaluation and Contract award, and are not to be construed as exact
or binding. The Bidder further understands that all Work which may result on the Contract
shall be compensated for on a Unit Price basis and that the OWNER and ENGINEER
cannot and do not guarantee the amount or quantity of any item of Work to be performed
or furnished under the Contract.
BID-3
Version 2018-12-19
Item
number
1
2
3
4
5
6
7
8
9
10
11
12
13
PART3
CONTRACT ITEMS AND UNIT PRICES
ThisPart to be used only for Bidding on
Unit Price Contracts for the Contract Items shown)
106th Path from Pennsylvania St. to College Ave
Description Quantity Unit Unit Price
Construction Engineering 1 LS
IS,oco·
Mobilization and Demobilization l LS '
3q ?(p(,
Clearing of Right of Way l LS
01)0I
Excavation, Common 424 CYD ,5 t
Storm Water Quality 12600 DOL ID$ Management Budget
Stormwater Management l LS
Implementation /, iJ)tJ0
SWQCP Preparation 1 LS ,f,Oo o
Subgrade Treatment Type II 920 SYD (
Undistributed) /i
Subgrade Treatment Type III 2378 SYD 5-
Structure Backfill, Type 2 2 CYD
I()<{) ,
Geogrid, Type IB (Undistributed) 2110 SYD 'If' ID
Compacted Aggregate, No. 53 373 CYD 6 0 t:
Asphalt for Tack Coat 1 TON /foO
BID-4
Version 2018-12-19
Total Price
CXJO
3o, ?C,c,
8,.5;ouo
s(J(>
1 bc,o
qo(lo
s;00d
d-'J,CJ()O
II, Bf 0
JtYO
JI, ((}Q
Q, >80
S-oo
14 HMA for Sidewalk 465 TON
15 Sidewalk, Concrete 176 SYD
16 Curb Ramp, Concrete 139 SYD
17 Detectable Warning Surfaces 36 SYD
18 HMA Surface with Concrete Cap 374 LFT
19 PCCP for Approaches, 6" 503 SYD
20 Mailbox Assembly, Single, 5 EA
Relocate
21 Mobilization and Demobilization 1 EA
for Seeding
22 Mulched Seeding U 1311 SYD
Undistributed)
23 Water 10 Kgal
24 Nursery Sod 2825 SYD
25 Water Service/Meter Pit 4 EA
Replacement (Undist ributed)
26 Field Office, Type C 4 MOS
27 Pipe, HDPE, Circular, 8" 29 LFT
28 Pipe, RCP, Circular, 12" 14 LFT
29 Pipe Extension, Metal, Circular, 10 LFT
8"
30 Casting, Adjust to Grade 1 EA
31 Inlet E-7 1 EA
BID-5
Version 2018-12-19
95
lt5 (/0'
306 ,.
3 5°
7 (j>
c.
l:J -
z._o (j
5 0
3 .;
Z-' ., /
0
0 z)
rf<1(J(;l'
80'
I Po
5o
Joo .,:
fO" --
BfR1 02?
21 S-Go'
ft7Po
21 1,ov
J_/80
S-01 '300
Ctof.J
Jo
I 7>"J
0
J.B,25o
Jo,,ooo
7200
J,26
oo
57Jo
10()0
Ooo ,
Construction Sign, B 4 EA I
2..D ,:;,II
33 Maintaining Traffic 1 LS /
34 Sign Post, uare 1, Reinforced 44 LFT
Anc
35 5 EA
J._$0
36 Sign, Sheet, with Legend, 0.08D 41 SFT
IN. Thickness
37 Solar Powered Flashing Beacon
Assembly ..
38 Transverse Marking, 450
Thermoplastic, Crosswalk Line,
White, 24 IN.
39 Transverse Markinv 106 LFT "
Thermoplastic, S/e, 24 IN.) '·
40 Reloca eset Fence 105 LFT 75 :-
41 / ting Handhole Relocation 2 EA /Gf, JDD c.-
BID-6
Version 201 8-12-19
F
Construction Sign, B 4 EA
200 got' 32
Maintaining Traffic 1 LS JS-()ve;;, J.;;t;u33
34 Sign Post, Square 1, Reinforced 44 LFT
45 :::1180AnchorBase -
35 Sign, Sheet, Assembly Relocate 5 EA :) o ;:.. /J.g-o
Sign, Sheet, with Legend, 0.080 41 SFf ((o ((pCf{)
36
IN. Thickness
37 Solar Powere d Flashing Beacon 2 EA
J71 tJo() -Assembl y (·') t;"DU. I ,
38 Transverse Marking, 450 LFT
Thermoplastic, Crosswalk Line, (
CJ -::l/5'oc> White, 24 IN.
39 Transverse Marking, 106 LFT
Thermoplastic, Stop Line, 24 IN. I o ,..,... /Otpo
105 LFT 187sRelocate/Reset Fence
75 .,,.
40
Existing Handhole Relocation 2 EA
111000 ., '3&>-"lN:>
41
Concrete Curb and Gutter 128 LFT
60
42
7; (c,f3c) Combined
Pipe End Section. HDPE. 2 EA .:,J,
43 (
JOO /{}.ooCircular, 8"
Pipe End Section, TtCP, Circular. 2 EA I :too·.
44
J_q(){} 12"
BID-6
Version 2018-12-19
EXHIBIT B
Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing
Goods/Services
Date
Goods/
Service
Provided
Goods/Services Provided
Describe each good/service
separately and in detail)
Cost Per
Item
Hourly
Rate/
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker’s Compensation & Disability Statutory Limits
Employer’s Liability:
Bodily Injury by Accident/Disease: $1,000,000 each employee
Bodily Injury by Accident/Disease: $1,000,000 each accident
Bodily Injury by Accident/Disease: $1,000,000 policy limit
Commercial General Liability:
General Aggregate Limit (other than
Products/Completed Operations): $6,000,000
Products/Completed Operations: $5,000,000
Personal & Advertising Injury
Each Occurrence Limit: $5,000,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Injury and Property Damage: $5,000,000 each occurrence
Umbrella Excess Liability
If a commercial umbrella liability policy is used to satisfy the minimum limits of liability
requirements, the combined limits must equal these minimum limits of liability.
INDIANA RETAIL TAX EXEMPT Page 1 of 1Ci1tyofCarmelCERTIFICATENO. 003120155 002 0 PURCHASE ORDER NUMBER
FEDERAL EXCISE TAX EXEMPT 106617
ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, NP
CARMEL, IN DIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL -1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO VENDOR NO. DESCRIPTION
6/16/2022 356231 20-ENG-07 -East 106th Street Pedestrian Path Construction
YARDBERRY LANDSCAPING & EXCAVATING City Engineering's Office
VENDOR 9940 SOUTH 1000 WEST SHIP 1 Civic Square
TO Carmel, IN 46032-
ANDERSON, IN 46017 -Laurie Slick
PURCHASE ID BLANKET I CONTRACT PAYMENT TERMS FREIGHT
66603
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE I EXTENSION
Fund: O 2020 Road BondDepartment: 2200
Account: 44-628.71
1 Each 20-ENG-07 -East 106th Street Pedestrian Path Construction $646,099.00 $646,099.00
Send Invoice To:
Jill Newport
CrossRoad Engineers, PC
115 N. 17th Avenue
Beech Grove, IN 46107
Sub Total $646,099.00
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT I PROJECT I PROJECT ACCOUNT AMOUNT
SHIPPING INSTRUCTIONS
SHIP PREPAID
C OD SHIPMENT CANNOT BE ACCEPTED
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO ORDERED BY
CONTROL NO. 1 0661 7
TITLE
CONTROLLER
PAYMENT $646,099.00
NP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE PO NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
AFFIDAVIT ATTACHED I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER
Jeremy Kashman
Director
James Crider
Director of Administration
**Per the email thread on the following pages, control of the parking spaces on
SW 3rd Ave was denied.
Holly Harmeyer
Deputy Clerk, City of Carmel
6/29/2022
----------------------------------------------------------------------------------------------------------------
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Request for control of parking spaces on SW 3rd Avenue denied.
CLERK 6-28-22
BPW 7-6-22
REVIEWED/APPROVED VIA EMAIL CFD SUTTON 6-23-22
CPD KEITH 6-23-22
CRED BREWER 6-28-22
CLERK 6-28-22
BPW 7-6-22
REWVIEWED/APPROVED VIA EMAIL CFD SUTTON 6-10-22
CPD KEITH 6-10-22
CRED BREWER 6-13-22
CLERK 6-28-22
BPW 7-6-22
REVIEWED/APPROVED VIA EMAIL CFD SUTTON 6-10-22
CPD KEITH 6-10-22
CRED BREWER 6-13-22
CLERK 6-28-22
BPW 7-6-22
REVIEWED/APPROVED VIA EMAIL CFD SUTTON 6-23-22
CPD KEITH 6-23-22
CRED BREWER 6-28-22
NO
YES Only the Civic Square Gazebo and
lawn are needed.
*
Tent will be installed and event is 7/21/22 Tent will be taken down on 7/22/22
CLERK 6-28-22
BPW 7-6-22
CFD SUTTON 6-23-22
CPD KEITH 6-23-22
CRED BREWER 6-28-22
REVIEWED/APPROVED VIA EMAIL
CLERK 6-28-22
BPW 7-6-22
REVIEWED/APPROVED VIA EMAIL CFD SUTTON 6-23-22
CPD KEITH 6-23-22
CRED BREWER 6-28-22
CLERK 6-28-22
BPW 7-6-22
REVIEWED/APPROVED VIA EMAIL CFD SUTTON 6-10-22
CPD KEITH 6-10-22
CRED BREWER 6-13-22
OBRIEN OK
CLERK 6-28-22
BPW 7-6-22
REVIEWED/APPROVED VIA EMAIL CFD SUTTON 6-20-22
CPD KEITH 6-20-22
CRED OBRIEN 6-21-22
CRED BREWER 6-28-22
TENT WILL BE TAKEN DOWN AND REMOVED PRIOR
TO MOVIES AT MIDTOWN AT NOON.
CLERK 6-28-22
BPW 7-6-22
REVIEWED/APPROVED VIA EMAIL CFD SUTTON 6-27-22
CPD KEITH 6-27-22
CRED BREWER/O'BRIEN 6-28-22
TENT SIZE 49 X 40. Will use existing tent tie downs at Midtown Plaza.
(5 tables and 30 chairs. Some for prep, some for customers)
TENT PERMIT REQUEST FILED WITH BUILDING & CODE.
FIRE MARSHAL'S REQUIREMENTS GIVEN TO REQUESTOR AND
TENT WILL BE INSPECTED BY CFD.
REQUESTOR WILL MAKE ARRANGEMENTS WITH MIDTOWN BUSINESS TO STORE
TABLES AND CHAIRS OVERNIGHT FOR SAFETY/SECURITY.
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