HomeMy WebLinkAboutPaperless Packet for BPW 07.20.22Board of Public Works and Safety Meeting
Agenda
Wednesday, July 20, 2022 – 10:00 a.m.
Council Chambers City Hall, One Civic Square
MEETING CALLED TO ORDER
1. MINUTES
a. Minutes from the July 6, 2022, Regular Meeting
2. BID/QUOTE OPENINGS AND AWARDS
a. Bid Opening for Street Department Project 22-STR-06 - Road Rejuvenation; Lee
Higginbotham, Street Commissioner
b. Quote Award for Street Department Project 22-STR-04 - Pergolas; Lee Higginbotham,
Street Commissioner
c. Bid Award for Street Department Project 22-STR-05 - Path Preservation Bid; Lee
Higginbotham, Street Commissioner
d. Quote Award for Street Department Project 22-STR-07 - Portable Truck Lifts; Lee
Higginbotham, Street Commissioner
3. PERFORMANCE BOND RELEASE / REDUCTION APPROVAL REQUESTS
a. Resolution BPW 07-20-22-05; Gramercy West, Section 2; Common Walk; Buckingham
Construction Corp.
4. CONTRACTS
a. Resolution BPW 07-20-22-01; A Resolution of the City of Carmel Board of Public
Works and Safety Acknowledging Agreement Between City and Vendor; Indiana
Department of Transportation; Federal Funding of 80% of Eligible Project Costs up to
$2,174,283.00; INDOT LPA Contract #63357 Des. No: 2200151; Project Coordination
Contract - Construction; Jeremy Kashman, City Engineer
b. Resolution BPW 07-20-22-02; A Resolution of the City of Carmel Board of Public
Works and Safety Acknowledging Agreement Between City and Vendor; A & S
General Construction, LLC; ($7,309.00); Metal Framing, Drywall, and Painting -
Carmel Data Center Project; Additional Services Amendment #2; James Crider, Director
of Administration
c. Resolution BPW 07-20-22-04; A Resolution of the City of Carmel Board of Public
Works and Safety Acknowledging Agreement Between City and Vendor; Officeworks
Services, LLC; ($20,883.13); Council Chamber Chairs; Additional Services
Amendment; James Crider, Director of Administration
d. Request for Purchase of Goods and Services; American Structurepoint, Inc.;
($21,559.50); Keystone Bridge Overlay Project - Construction Inspection; Professional
Services; Lee Higginbotham, Street Commissioner
e. Request for Purchase of Goods and Services; College Avenue Design, LLC d/b/a
Sweet Event Planning; ($5,000.00); Brews on the Boulevard - Event Planning;
Additional Services Amendment; Nancy Heck, Director of the Department of
Community Relations
f. Request for Purchase of Goods and Services; Everstream GLC Holding Co; ($8,520.00);
Fiber Internet Services and Voice; Addendum to Enterprise Master Services
Agreement; Timothy Renick, Director of Information and Communication Systems
g. Request for Purchase of Goods and Services; Insight Public Sector, Inc.; ($55,421.01);
Services and Storage; Additional Services Amendment #2; Timothy Renick, Director of
Information and Communication Systems
h. Request for Purchase of Goods and Services; MEG & Associates, LLC; ($14,000.00);
Additional 2022 Services - Event Planning and Media Services; Additional Services
Amendment; Nancy Heck, Director of the Department of Community Relations
i. Request for Purchase of Goods and Services; TPI Utility Construction, LLC;
($39,485.00); Monon Greenway Walnut Street to City Center Addition; Timothy Renick,
Director of Information and Communication Systems
5. REQUEST TO USE CITY STREETS/PROPERTY
a. Request to Acknowledge an Amended Midtown Plaza Use Request; NBA Draft Viewing
Party; Adding 6 Parking Spaces to Original Request; June 23, 2022; 3:00 PM - 11:00
PM; Taylar Thomas, Indiana Pacers
b. Request for Variance of City Code 6-158 Noise Regulations; Wedding Ceremony and
Reception at Coxhall Gardens; October 28, 2022 at 6:30 PM - October 29, 2022 at 1:00
AM; Michael Farahan
c. Request to Use / Close City Streets; Carmel High School 2022 Homecoming Parade;
September 30, 2022; 12:45 PM – 1:30 PM; Amy Skeens Benton
d. Request to Use Carmel Clay Veterans’ Memorial; Gold Star Family Luminary Night at
the Reflecting Pool; September 25, 2022; 6:00 PM – 10:00 PM; Donna Hoover
e. Request to Use Palladium Patio; Harmon / Newman Wedding Ceremony; September 2,
2022; 3:00 PM – 6:00 PM; Corinne Keller, Hotel Carmichael
f. Request to Use Palladium Patio; Liu / Sale Wedding Ceremony; September 4, 2022;
4:00 PM – 7:00 PM; Corinne Keller, Hotel Carmichael
6. OTHER
a. Resolution BPW 07-20-22-03; A Resolution of the City of Carmel Board of Public
Works and Safety Acknowledging Presentation of Pistol and Badge for Master Patrol
Officer Scott L. Moore; Chief Jeffrey Horner, Carmel Police Department
b. Request for Dedication and Deed of Public Rights-of-Way; 106th & College
Roundabout - Parcels 9 and 9A; Jeremy Kashman, City Engineer
c. Request for Curb Cut; 4608 Somerset Way South; Alvin Holder, Property Owner
d. Request for Parking Space / Sidewalk Closure; 1111 W. Main Street; Olivia on Main
Apartments; Property Manager, Olivia on Main Apartments
e. Request for Grant of Perpetual Storm Water Quality Management Easement;
Kutanovski, Property Owners; 11621 Williams Creek Drive; Jeremy Kashman, City
Engineer
f. Request for Secondary Plat; Ambleside, Section 1B; Kyle Eichhorn, HWC Engineering
7. ADJOURNMENT
Board of Public Works and Safety Meeting 1
Minutes 2
Wednesday, July 6, 2022 – 10:00 a.m. 3
Council Chambers City Hall, One Civic Square 4
5
MEETING CALLED TO ORDER 6 7
Board Member Mary Ann Burke called the meeting to order at 10:01 AM. 8
9
MEMBERS PRESENT 10
11
Board Member Lori Watson, Board Member Mary Ann Burke, and Deputy Clerk Holly Harmeyer were present. 12
13
MINUTES 14
15
Minutes from the June 15, 2022, Regular Meeting. Board Member Burke moved to approve. Board Member 16
Watson seconded. Request approved 2-0. 17
18
BID/QUOTE OPENINGS AND AWARDS 19
20
Quote Opening for Street Department Project 22-STR-04 - Pergolas; Board Member Lori Watson opened the 21
bids and Board Member Burke read them aloud: 22
23
Contractor Bid 24
25
Connor Fine Painting $20,670.00 26
27
28
Bid Opening for Street Department Project 22-STR-05 Path Preservation; Board Member Lori Watson opened 29
the bids and Board Member Burke read them aloud: 30
31
Contractor Bid 32
33
All Star Paving, Inc. Base $ 76,988.31 34
Alt 1 $147,991.51 35
Alt 2 $259,587.42 36
Grand Industrial, LLC Base $ 99,998.78 37
Alt 1 $180,633.77 38
Alt 2 $318,312.52 39
40
41
Quote Opening for Street Department Project 22-STR-07 - Portable Truck Lifts; Board Member Lori Watson 42
opened the bids and Board Member Burke read them aloud: 43
44
Contractor Bid 45
46
OTT Equipment Service $54,842.00 47
48
49
Bid Opening for Utilities Backup Generator Procurement 2022; Board Member Lori Watson opened the bids 50
and Board Member Burke read them aloud: 51
52
Contractor Bid 53
54
Cummins, Inc. $1,780,144.00 55
56
57
Bid Award for 22-STR-02 Sophia Square Plaza Waterproofing Repairs; Crystal Edmondson, Street Department, 58
recommended awarding the bid to LRT Restoration Technologies, as they were responsive and the lowest bidder. 59
Board Member Burke moved to award the bid to LRT Restoration Technologies in the base amount of 60
$1,122,577.99. Board Member Watson seconded. Request approved 2-0. 61
62
Bid Award for Project 20-ENG-07- Pedestrian Path Construction on East 106th Street; Jeremy Kashman, City 63
Engineer, recommended awarding the bid to Yardberry Landscape Company, as they were responsive and the 64
lowest bidder. Board Member Burke moved to award the bid to Yardberry Landscape Company in the amount of 65
$646,099.00. Board Member Watson seconded. Request approved 2-0. 66
67
PERFORMANCE RELEASE/REDUCTION APPROVAL REQUESTS 68
69
Resolution BPW 07-06-22-01; Grove at The Legacy Section 3A; Erosion Control; Board Member Burke moved 70
to approve. Board Member Watson seconded. Request approved 2-0. 71
72
Resolution BPW 07-06-22-02; Grove at The Legacy Section 5; Path - Paving / Monuments; Board Member Burke 73
moved to approve. Board Member Watson seconded. Request approved 2-0. 74
75
CONTRACTS 76
77
Resolution BPW 07-06-22-03; A Resolution of the City of Carmel Board of Public Works and Safety 78
Acknowledging Agreement Between City and Vendor; INDOT LPA – Contract #63339 - Des. No: 2200153; Board 79
Member Burke moved to approve. Board Member Watson seconded. Resolution approved 2-0. 80
81
Resolution BPW 07-06-22-04; A Resolution of the City of Carmel Board of Public Works and Safety 82
Acknowledging Agreement Between City and Vendor; Shuck’s Welding & Fabrication, LLC; ($369,520.32); 22-83
STR-03 - Hut Trailers; Board Member Burke moved to approve. Board Member Watson seconded. Resolution 84
approved 2-0. 85
86
Resolution BPW 07-06-22-05; A Resolution of the City of Carmel Board of Public Works and Safety Requesting 87
the Financing, Construction, and Dedication of Certain Infrastructure or Other Impact Zone Improvements in 88
Lieu of and as a Credit Against the Payment of Parks and Recreation Impact Fees (“PRIF”) and Approving a 89
PRIF Credit Agreement; Lakeside Apartments of Carmel II, LLC; ($0); Board Member Burke moved to approve. 90
Board Member Watson seconded. Resolution approved 2-0. 91
92
Request for Sponsorship Agreement; Indiana University Health North Hospital, Inc.; ($0); Bike Carmel Program 93
Agreement; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 94
95
Request for Assignment Agreement; Minerva Bunker Gear Cleaners of Ohio Corp & Fire-Dex, GW, LLC d.b.a 96
Gear Wash; ($0); Transfer of Rights and Obligations of the Original Agreement for Goods and Services (2019) 97
and any Additional Service Agreements Thereafter from Minerva Bunker to Gear Wash; Board Member Burke 98
moved to approve. Board Member Watson seconded. Request approved 2-0. 99
100
Request for Purchase of Goods and Services; Angel Oak Tree Care – Angel’s Touch Lawn Care, Inc.; 101
($75,000.00); Tree Removal and Other Landscape Services; Additional Services Amendment #2; Board Member 102
Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 103
104
Request for Purchase of Goods and Services; Baker Tilly US, LLP; ($39,900.00); Operations Audit; Board 105
Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 106
107
Request for Purchase of Goods and Services; Rieth-Riley Construction Inc.; ($793,523.68); 20-ENG-01 - Smoky 108
Row Road Reconstructions from Old Meridian Road to Rangeline Road; CO #2; Board Member Burke moved to 109
approve. Board Member Watson seconded. Request approved 2-0. 110
111
Request for Purchase of Goods and Services; Christopher B. Burke Engineering, LLC; ($50,000.00); 22-01 On-112
Call NPDES MS4 Program Assistance; Storm Water; Board Member Burke moved to approve. Board Member 113
Watson seconded. Request approved 2-0. 114
115
Request for Addendum to Service Agreement; Clearview AI, Inc.; ($14,995.00); Clearview Search / Clearview 116
Mobile; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 117
118
Request for Purchase of Goods and Services; CrossRoad Engineers, P.C.; ($407,600.00); 20-ENG-03 - 3rd 119
Avenue SW - Autumn Drive to 2nd Street; Construction Inspection - Professional Services; Additional Services 120
Amendment #1; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 121
2-0. 122
123
Request for Purchase of Goods and Services; Howard Asphalt, LLC d/b/a Howard Companies; ($117,425.00); 124
Keystone Crack Sealing; Board Member Burke moved to approve. Board Member Watson seconded. Request 125
approved 2-0. 126
127
Request for Purchase of Goods and Services; Love to Ride, LLC; ($16,950.00); LTR / Love to Ride City Platform; 128
Additional Services Amendment; Board Member Burke moved to approve. Board Member Watson seconded. 129
Request approved 2-0. 130
131
Request for Purchase of Goods and Services; Nelson Alarm Company; ($49,909.00); Replacement Cameras - 132
Tarkington and Carter Green Garages; Additional Services Amendment; Board Member Burke moved to 133
approve. Board Member Watson seconded. Request approved 2-0. 134
135
Request for Purchase of Goods and Services; Stryker Sales, LLC; ($19,338.03); LIFEPAK CR2 Defibrillator - 136
AED’s - Nine Units; Additional Services Amendment #2; Board Member Burke moved to approve. Board Member 137
Watson seconded. Request approved 2-0. 138
139
Request for Purchase of Goods and Services; Yardberry Landscape Company; ($646,099.00); 20-ENG-07 - East 140
106th Street Pedestrian Path Construction; Board Member Burke moved to approve. Board Member Watson 141
seconded. Request approved 2-0. 142
143
REQUEST TO USE CITY STREETS/PROPERTY 144
145
Request to Use City Hall Caucus Room; Bonbar at Monon Lake HOA Meeting; July 12, 2022; 5:30 PM – 9:00 146
PM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 147
148
Request to Use Carter Green / Adjacent Drives / Adjacent Sidewalks / Veteran’s Memorial South Lawn and Non-149
Exclusive Use of the James Building and Veterans Way Parking Structures; Carmel Farmers Market; Every 150
Saturday, May 6, 2023 – September 30, 2023; 6:00 AM – 1:30 PM; Board Member Burke moved to approve. 151
Board Member Watson seconded. Request approved 2-0. 152
153
Request to Use a Portion of Public Streets Without Closure; Carmel 5K for Haiti; July 30, 2022; 4:00 AM – 154
12:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 155
156
Request to Use Midtown Plaza; Indy Eleven Watch Party vs. New York Red Bulls 2; July 15, 2022; 5:00 PM - 157
10:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 158
159
Request to Use Midtown Plaza; World Cup Watch Party - USA vs England; November 25, 2022; 11:00 AM - 5:00 160
PM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 161
162
Request to Use Civic Square Gazebo; Indianapolis Hebrew Congregation Jewish Prayer Service; July 15, 2022; 163
4:00 PM – 8:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 164
approved 2-0. 165
166
Request to Use Monon and Main Plaza; Jimmy V Foundation Charity Event; July 21, 2022 at 9:00 AM - July 22, 167
2022 at 11:00 AM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 168
2-0. 169
170
Request to Use Monon and Main Plaza; Meet Me On Main Event - Community “Chip-In” Mosaic Activity; July 171
9, 2022 and August 13, 2022; 12:00 PM - 10:00 PM; Board Member Burke moved to approve. Board Member 172
Watson seconded. Request approved 2-0. 173
174
Request to Use Civic Square Gazebo; School of Rock Summer Session Concert; August 6, 2022 and August 7, 175
2022; 9:00 AM – 10:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 176
approved 2-0. 177
178
Request to Use Midtown Plaza; Shred415 Free Outdoor Workout; July 20, 2022; 6:00 PM - 7:00 PM; Board 179
Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 180
181
Request to Amend Approved Midtown Plaza Use Request; St. Christopher’s Annual Strawberry Festival; Change 182
Due to Tent Set Up and Tear Down Schedule; August 19, 2022 at 8:00 AM - August 22, 2022 at 8:00 AM; Board 183
Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 184
185
OTHER 186
187
Request for Acknowledgement of Conflict of Interest; Board Member Burke moved to approve. Board Member 188
Watson seconded. Acknowledgment approved 2-0. 189
190
Request for Additional Curb Cut; 13934 Salsbury Creek Drive; Board Member Burke moved to approve. Board 191
Member Watson seconded. Request approved 2-0. 192
193
Request for Consent to Encroach and Variance; 3400 East 96th Street; Board Member Burke moved to approve. 194
Board Member Watson seconded. Request approved 2-0. 195
196
Request for Dedication and Deed of Public Rights-of-Way; Board of Commissioners of Hamilton County; Project 197
20-ENG-02; Tax Parcel No. 29-13-02-409-013.000-.018; Board Member Burke moved to approve. Board 198
Member Watson seconded. Request approved 2-0. 199
200
Request for Dedication and Deed of Public Rights-of-Way; Medvet 9650 Maple Park Drive; Broadstone MV 201
Portfolio, LLC; Tax Parcel No. 17-13-07-00-09-002.000; Board Member Burke moved to approve. Board 202
Member Watson seconded. Request approved 2-0. 203
204
Request for Road Closure / Open Pavement Cut; 111th Street between Spring Mill Road and Illinois Street; Board 205
Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 206
207
Request for Small Cell Permit; Permit #SC-2021-00005; Two Locations - 10596 Jumper Lane Cluster 12 Node 208
24 / 10861 Spring Mill Road Cluster 12 Node 25; Board Member Burke moved to approve. Board Member Watson 209
seconded. Request approved 2-0. 210
211
Request for Small Cell Permit; Permit #SC-2021-00008; Three Locations - 4 Lexington Boulevard Cluster 12 212
Node 40 / 1926 W 116th Street Cluster 12 Node 06 / 2987 W 106th Street Cluster 12 Node 21; Board Member 213
Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 214
215
Request for Storm Water Technical Standards Waiver; The Steadman Apartments – 111th Street and Spring Mill 216
Road; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 217
218
ADD-ONS 219
220
Board Member Burke moved to add one special event/facility use request to the agenda. Board Member Watson 221
seconded. Add-on approved 2-0. Request to Use Midtown Plaza; Bastille Day Celebration; July 16, 2022; 12:00 222
PM - 6:00 PM; Alliance Francaise d’Indianapolis; Board Member Burke moved to approve. Board Member 223
Watson seconded. Request approved 2-0. 224
225
ADJOURNMENT 226
227
Board Member Mary Ann Burke adjourned the meeting at 10:10 a.m. 228
229
230
APPROVED: ____________________________________ 231
Sue Wolfgang – City Clerk 232
233
_____________________________________ 234
Mayor James Brainard 235
ATTEST: 236
237
__________________________________ 238
Sue Wolfgang – City Clerk 239
RESOLUTION NO. BPW 07-20-22-01
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR
WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter
into contracts; and
WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe
City; and
WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard,
has caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and
WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
follows:
1. The foregoing Recitals are incorporated herein by this reference.
2. The receipt of the Contract is hereby acknowledged.
3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public
for review.
SO RESOLVED this day of , 2022.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
James Brainard, Presiding Officer
Date:
Mary Ann Burke, Member
Date:
Lori S. Watson, Member
Date:
ATTEST:
Sue Wolfgang, Clerk
Date:
S:\\EBass\\MyDocuments\\BPW-Resolutions\\2022\\Acknowledge Agreement INDOT LPA63357.docx6/30/202210:14AM
20th July
INDIANA DEPARTMENT OF TRANSPORTATION - LOCAL PUBLIC AGENCY
PROJECT COORDINATION CONTRACT
CONTRACT #0000000000000000000063357
Des. No.: 2200151
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 to INDOT regarding project management shall besentto respective District Office:
INDOT Greenfield District
32 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 hasapproved of the LPA'sapplication for federal funding, andthe 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 the mutual 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. 2200151
Program: Group I CMAQ
Type of Project: Intersection Improvement, Roundabout
General Scope/Location: 106th Street and Hazel Dell Parkway
II. LPA RESPONSIBILITIES.
2.1.The LPA shall complete the Project inaccordance 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.
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.
Page 2of 16
2.4. The LPA shall provide all relevant documents including, but not 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'smodifications or comments, if any. Ifthe LPA fails to
provide asubmittal, untimely provides the submittal, or the submittal is not 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
notlet theconstruction 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 LPAno
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 allcosts associated with additional provisions and/or expenses in
excess of the federal funds allocated to the Project. The LPA, in conjunction 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 ifa dispute arises, INDOT shall, in its sole discretion, have the right to supplement the services or
replace the engineers orinspectors providing these services at thesole expense ofthe 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. Allclaims for federal aidshall be submitted to the District office, referenced
on Page 1ofthe 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 theLPA and the LPA's
written notice to proceed tothe 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 the right-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) forwhatever 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 paid by 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 theprovisions of theconstruction
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. Inthe 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 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.
Page 4of 16
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 all costs incurred by the LPA which are not 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 ofthe 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 by INDOT of acertified copy of aresolution
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 the LPA's written approval, INDOT shall award the construction contract for the 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 to supplement 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 theFederal 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 hasthe 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. Ifthe 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 ofthe date of thenotice. If a
purchase order for any phase goes inactive after nine months, the federal funds shall be forfeited by the
LPA.
5.4. Ifthe Program is Group IorGroup II, Sections 5.1, 5.2and 5.3do not apply, but willbe 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 costincurred under this Contract, and shall
make such materials available at their respective offices at all reasonable times during the period of
this Contract and forfive (5) years from the date of final payment under the terms of this Contract,
for inspection or audit by INDOT and/or the Federal Highway Administration ("FHWA") or its
authorized representative, and copies 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 to theagency 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 the audit conclusions and
judgments.
6.2.Assignment of Antitrust Claims. As part 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.
Page 6of 16
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 the expiration ofthis Contract the LPA shall arrange for afinancial 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 are completed andforwarded to
the State inaccordance with theterms 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 the Indiana State Board of Accounts, theLPA shall
provide tothe Indiana State Board of Accounts, all requested documentation necessary to audit the
Local Public Agency in its entirety.
Ifthe audit isconducted by an independent public or certified public accountant and not 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 an audit ofthe actual entity, or distinct 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 theState to be in thebest 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 has obtained 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 the LPA has complied 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 to influence an officer or employee of any Federal
agency, a Member 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, and the 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 orattempting to influence an officer or employee ofany 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 $10,000 andnot 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
and ordinances, and all provisions required thereby to beincluded herein are hereby
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, the FHWA 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 in the 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 doso may bedeemed a material breach of this Contract andgrounds
for immediate termination and denial of further work with the State.
6.6.6. As required by IC §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 §24-4.7for the duration of the Contract,
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 the Contract, 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 any federal agency or byany
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 itwill verify 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 ofthis 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 theLPA and any contractors, vendors
or suppliers:
TheLPA 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 anydisputes 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 ofits 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 of this dissatisfaction. Upon writtennotice, 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, adissatisfied party will submit thedispute 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. The Commissioner 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 sessions and will not terminate until the
Commissioner or oneof the PARTIES concludes that the presentation period isover. The
Commissioner'sdecision shall be final andconclusive unless either party mails or otherwise
furnishes to the Commissioner, 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 isnot 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 itscontractors, who perform work under this Contract, to certify to the
LPA thatthe 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 this certification throughout the duration of theterm 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 of theaffected Party (hereinafter referred toas a "Force Majeure Event"), the Party 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 not been 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 orotherwise available to support continuation of the performance of this Contract, 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. TheLPA 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/orjointly, from any and allclaims, 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, forany claim fordamages arising out ofany and all loss, damage, injuries, and/or other
casualties of whatsoever kind, or by whomsoever 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 out of or resulting from the performance of the 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 of the 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 this Contract. This Contract may not be modified, 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 Act of 1964 asamended, 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'srace, color, national origin, religion, sex, age,
disability, ancestry, status as a veteran, 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 anemployment 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 to41 CFR Chapter 60, as amended, 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 of business with theState 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 Act and Section 504of 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, for itself, itsassignees 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 toits books, records, accounts, other sources of information, and its facilities
as may be determined by the Indiana Department of Transportation and Federal
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 thisinformation,
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 be appropriate, including, butnot 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 the provisions 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 basedon 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 on the 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 tocomply with all ofthe 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 that afacility 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 orvideo surveillance equipment, services, or systems 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 or affiliate of such 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 theLPA resulting from services performed under this Contract.
The LPA shall send notice of claims related to work under thisContract 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 or modification to this Contract must
be in writing and be signed by duly authorized representatives of the PARTIES (andby all necessary
approving State agencies orparties). Neither this Contract nor any portions of itmay be assigned,
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 will not 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 1of the Contract arehereby 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 of theAttorney 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
XConstruction;
B.Ifthe Program isreceiving federal-aidfunds for the project, the LPA isallocated the funds
through the MPO as writtenin their fiscally constrained TIP. Any adjustments (positive or
negative)tothedollaramountlistedintheTIP,oranyincreaseordecreaseinthefunding
from aprior year, authorized by theMPO thatmay not bereflectedin the current TIP, are
herebyconsideredadjustmentstothecontractbetweentheLPAandINDOT,astheMPO
mustmaintainfiscalconstraintforallprojectslisted.Federalfundsmadeavailabletothe
LPA by INDOT will be used to pay 80% of the eligible Project costs. The maximum amount
of federal-aid funds allocated to the Project isdependent upon the current TIP allocation. As
of thisdate,May 19, 2022, the maximumamount according to the TIP dated February 4
2022,is$2,174,283.00. Themost current MPO TIP page, or MPO authorization, is
uploadedinto INDOT'sScheduling Project Management System (SPMS).
OR
C.Federal-aid Funds made available to theLPA byINDOT 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 theProject 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. Ifthe Project bid prices
are lower than estimated, the LPA may not utilize those federal-aid funds and the remaining
balance of federal-aid funds will revert back to the Local Program.
F.IftheProgram isGroup I orGroup 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. For the avoidance of doubt,
INDOT shall not pay for anycosts relating to the Project unless thePARTIES have agreed in
adocument (which specifically references section I.D. of Attachment Aof this Contract)
signed byan authorized representative of INDOT, the Indiana 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. If aproject end date lapses, the project is no 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. 8-14-1-9to compel the Auditor of the State of Indiana to make a mandatory
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 07-20-22-02
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR
WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter
into contracts; and
WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe
City; and
WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard,
has caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and
WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
follows:
1. The foregoing Recitals are incorporated herein by this reference.
2. The receipt of the Contract is hereby acknowledged.
3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public
for review.
SO RESOLVED this day of , 2022.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
James Brainard, Presiding Officer
Date:
Mary Ann Burke, Member
Date:
Lori S. Watson, Member
Date:
ATTEST:
Sue Wolfgang, Clerk
Date:
S:\\EBass\\MyDocuments\\BPW-Resolutions\\2022\\Acknowledge Agreement A & SGeneral Construction, LLC ASA #2.docx6/30/202210:14AM
20th July
Exhibit A
DATE: 5/31/2022
A&SGENERAL CONSTRUCTION
PROPOSAL FOR CARMEL DATA CENTER
ROOM #105: STORAGE ROOM
PRICING FOR METAL FRAMING, DRYWALL, AND PAINTING WALLS AND CEILING
ROOM MEASURE 14x10, 9WALLS
METAL FRAMING LABOR AND MATERIALS $2,700.00
DRYWALL LABOR AND MATERIALS $2,436.00
PAINTING LABOR AND MATERIALS $2,173.00
TOTAL $7,309.00
6/3/2022
A & S GENERAL CONSTRUCTION LLC
INDIANAPOLIS, IN 46234 -
106586
432 N RACEWAY RD
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
IT Data Center Building Addition and Removal - Metal Framing,
Drywall & Painting
General Administration
1 Civic Square
Carmel, IN 46032-
376044
UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY
Page 1 of 1
66248
1205Department:0Fund:2021 IT Data Center Bond
44-628.71Account:
IT Data Center Building Addition and Removal - Metal
Framing, Drywall & Painting
1 $7,309.00 $7,309.00Each
7,309.00SubTotal
7,309.00
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. 106586
ORDERED BY
TITLE
CONTROLLER
Dept of Administration
1 Civic Square
Carmel, IN 46032-
James Crider James Crider
Director of Administration Director of Administration
RESOLUTION NO. BPW 07-20-22-04
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 Officeworks Services, LLC ASA.docx7/8/20223:50PM
20th July
Exhibit A
11/23/2021
OFFICEWORKS
FISHERS, IN 46037 -
105797
12000 EXIT FIVE PKWY
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
General Administration
1 Civic Square
Carmel, IN 46032-
00351202
UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY
Page 1 of 1
61261
1205Department:101Fund:General Fund
44-630.00Account:
Council ChamberChairs1 $17,283.22 $17,283.22Each
17,283.22SubTotal
17,283.22
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. 105797
ORDERED BY
TITLE
CONTROLLER
Dept of Administration
1 Civic Square
Carmel, IN 46032-
James Crider James Crider
Director of Administration Director of Administration
7/6/2022
OFFICEWORKS
FISHERS, IN 46037 -
106671
12000 EXIT FIVE PKWY
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
General Administration
1 Civic Square
Carmel, IN 46032-
00351202
UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY
Page 1 of 1
67158
1205Department:101Fund:General Fund
44-630.00Account:
Council ChamberChairs1 $4,217.96 $4,217.96Each
4,217.96SubTotal
4,217.96
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. 106671
ORDERED BY
TITLE
CONTROLLER
Dept of Administration
1 Civic Square
Carmel, IN 46032-
James Crider
Director of Administration
AmericanStructurepoint, Inc.
StreetDepartment - 2022
Appropriation #2201220143-509.00Motor VehicleHighwayFund; P.O.#106636
ContractNotToExceed $21,559.50 CzTfshfzHsfdivlijobu4;56qn-Kvm22-3133
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) ishereby made and entered into by
and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter
City"), and American Structurepoint, Inc.(hereinafter "Professional").
RECITALS
WHEREAS City owns and isresponsible for the operation and maintenance of its property, personnel, public
works and infrastructure; and
WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; and
WHEREAS, Professional is experienced in providing and desires to provide to City the professional services
Services”) referenced herein; and
WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to
City the Services referenced herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth
herein, City and Professional mutually agree as follows:
SECTION 1 INCORPORATION OF RECITALS
The foregoing Recitals are hereby incorporated into this Agreement and made apart hereof.
SECTION 2 SCOPE OF SERVICES
2.1City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit
A, incorporated herein by this reference.
2.2Professional understands and agrees that City may, from time to time, request Professional to provide
additional or modified Services to City. When City desires additional Services from Professional, the City shall
notify Professional of such additional Services desired, as well as the time frame in which same are to be
provided. Only after City has approved Professional’s time and cost estimate for the provision of such additional
Services, has encumbered sufficient monies to pay for same,and has authorized Professional, in writing, to
provide such additional Services, shall such Services be provided by Professional to City. A copy of the City’s
authorization documents for the purchase of additional Services shall be numbered and attached hereto in the
order in which they are approved by City.
2.3Time is of the essence of this Agreement.
P:\\2022\\01692\\A. Management\\Proposal_Contract\\Contract\\Prime\\2022.01692.XT.R0.CTR.Carmel_2022 Keystone Overlays CI_PSA.docx:6/24/2022 10:24 AM\]
1
AmericanStructurepoint, Inc.
StreetDepartment - 2022
Appropriation #2201220143-509.00MotorVehicle HighwayFund; P.O.#106636
ContractNotToExceed $21,559.50
SECTION 3 CITY'S RESPONSIBILITIES
3.1City 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
4.1Professional 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
5.1Professional estimates that the total price for the Services to be provided to City hereunder shall be no more
than Twenty One Thousand Five Hundred Fifty NineDollars and Fifty Cents ($21,559.50) (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.
5.2Professional 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.
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2
AmericanStructurepoint, Inc.
StreetDepartment - 2022
Appropriation #2201220143-509.00MotorVehicle HighwayFund; P.O.#106636
ContractNotToExceed $21,559.50
SECTION 6 TERM
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
7.1.1The 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.
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3
AmericanStructurepoint, Inc.
StreetDepartment - 2022
Appropriation #2201220143-509.00MotorVehicle HighwayFund; P.O.#106636
ContractNotToExceed $21,559.50
7.5 Insurance
7.5.1Professional shall, as acondition precedent to this Agreement, purchase and thereafter maintain such
insurance as will protect itand 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
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4
AmericanStructurepoint, Inc.
StreetDepartment - 2022
Appropriation #2201220143-509.00MotorVehicle HighwayFund; P.O.#106636
ContractNotToExceed $21,559.50
C. Excess/Umbrella Liability $2,000,000 (each occurrence
and aggregate)
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'srequest, 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 iswritten on aclaims-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 aprovision
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 theamount 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.
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5
AmericanStructurepoint, Inc.
StreetDepartment - 2022
Appropriation #2201220143-509.00MotorVehicle HighwayFund; P.O.#106636
ContractNotToExceed $21,559.50
7.7 Default
In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Professional’swarranties; (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 itat 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.
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6
AmericanStructurepoint, Inc.
StreetDepartment - 2022
Appropriation #2201220143-509.00MotorVehicle HighwayFund; P.O.#106636
ContractNotToExceed $21,559.50
7.11 E-Verify
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, ifit has not already done so as of the date of this
Agreement. Professionalis further required to execute the attached Affidavit, herein referred to as Exhibit C,
which is an Affidavit affirming that: (i) Professionalis enrolled and is participating in the E-verify program, and
ii) Professionaldoes 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 ithas 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’sauthorized representative.
Should Professional subcontract for the performance of any work under this Addendum, the
Professionalshall 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. Professionalshall 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 Professionalor 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 acourt 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
stStreetOne Civic Square3400W131
Carmel, Indiana 46074 Carmel, Indiana 46032
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7
AmericanStructurepoint, Inc.
StreetDepartment - 2022
Appropriation #2201220143-509.00MotorVehicle HighwayFund; P.O.#106636
ContractNotToExceed $21,559.50
PROFESSIONAL:
American Structurepoint, Inc.
9025 River Road, Suite 200
Indianapolis, Indiana 46240
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 of Indiana, 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 alawsuit 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.
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8
AmericanStructurepoint, Inc.
StreetDepartment - 2022
Appropriation #2201220143-509.00MotorVehicle HighwayFund; P.O.#106636
ContractNotToExceed $21,559.50
7.19 Representation and Warranties
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.
7.20Headings
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 itwill
take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and
security of Professional’sproperty.
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.
7.24Records 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.
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9
AmericanStructurepoint, Inc.
StreetDepartment - 2022
Appropriation #2201220143-509.00MotorVehicle HighwayFund; P.O.#106636
ContractNotToExceed $21,559.50
7.25Accomplishment of Project
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 Professionalcertifies 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 byany department, agency or political
subdivision of the State of Indiana. The term “principal” for purposes of this Agreementmeans an officer,
director, owner, partner, key employee or other person with primary management or supervisory
responsibilities, or a person who has a critical influence on or substantive control over the operations of the
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 shallcertify that, in signing this Agreement, it does not engage
in investment activities within the Country of Iran.
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10
AmericanStructurepoint, Inc.
StreetDepartment - 2022
Appropriation #2201220143-509.00MotorVehicle HighwayFund; P.O.#106636
ContractNotToExceed $21,559.50
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA American Structurepoint, Inc.
by and through its Board of Public
Works and Safety
BY: BY:
James Brainard, Presiding Officer Authorized Signature
Date:
Printed Name: Cash E. Canfield, PE
Title: Chief Operating Officer
Mary Ann Burke, Member
Date: FID/TIN: 35-1127317
Lori S. Watson, MemberDate:
Date:
ATTEST:
Sue Wolfgang, Clerk
Date:
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11
June 22, 2022
Ms. Crystal Edmondson
Operations Manager
City of Carmel Street Department
One Civic Square
Carmel, Indiana 46032
Re: Keystone Bridge Deck Overlay 2022
116th Street, Carmel Drive, MainStreet andSmokyRow
overKeystone Parkway
Construction Engineering
Carmel Project No. Keystone Bridge Deck Overlay 2022
DearCrystal:
Onbehalf ofAmerican Structurepoint, Iampleased tosubmit thisproposal forconstruction inspection
services fortheKeystone Bridge DeckOverlay project.
Theprofessional services shallinclude allconstruction inspection andobservation services necessary to
complete thisproject asdescribed inExhibit A,attached. Theservices performed under this Additional
Services Agreement shall becompleted forafeenottoexceed $21,559.50asoutlined intheattached
manhour justification, andwill onlybebilled ashours areused. Unusedhours will notbeinvoiced. Any
laboratory services required formaterial testing purposes will beinvoiced as areimbursable expense with
nomark-up.
Welookforward toworking withtheCityofCarmelonthis project. Ifyoushould haveany questions, do
nothesitate tocontact JoeDubyelat (317) 547-5580.
Very trulyyours,
American Structurepoint, Inc.
Cash ECanfield, PE
Chief Operating Officer
CEC:mma
Attachments
Appendix “3”1 of2 2016.01570
SERVICES BYPROFESSIONAL
A. ENGINEERING PERSONNEL
Forthefulfillment ofallservices outlined inSectionBbelow, theProfessional willprovide onepart-time
Resident Project Representative, inspectors, and clericaland secretarial personnel asrequired foraperiod
oftimenecessary tocomplete theconstruction project andfinalconstruction report.
Thequalifications andexperiences ofpersonnel provided bytheProfessional aresubject toapproval by
theCity, andnopersonnel willbeassigned totheproject untiltheCity’sapproval isobtained.
Thepart-timeResident ProjectRepresentative willreport totheCity onallmatters concerning contract
compliance andadministration.
The part-timeResident Project Representative willcoordinate project activities with City’sproject
manager.
B. DESCRIPTION OFSERVICES
1. Construction Schedule: Review andmonitor theconstruction schedules prepared bythe
Contractor forcontract compliance and provide detailed documentation andrecommendations to
theCityconcerning the schedule’sacceptability.
2. Conferences: Schedule, conduct, notify participants, andprovide minutes ofpreconstruction
meetings, partnering meetings, progress meetings, andsuchother jobconferences asrequired for
thetimely andacceptable conduct ofthejob. Attend Public Information Meetings conducted by
theCity.
TheProfessional shallbeavailable forconferences as requested by theCity to review working
details oftheproject. TheCitymayreview andinspect theactivities whenever desiredduring the
lifeoftheagreement.
3. Liaison: Serve asthe City’sliaison with theContractor, working principally through the
Contractor’sfield superintendent orsuch other person inauthority asdesignated bythe
Contractor. Thefull-timeResident ProjectRepresentative shallbethoroughly familiar withthe
plansandspecifications applicable totheproject tomonitor theContractor for compliance with
theprovisions therein. Any deviation observed shall beaddressed totheContractor bythe
Resident Project Representative. Recommendations toobtain compliance alsoshallbereported
totheCity.
4. Cooperate: Cooperate withthe City indealing withvarious federal, state, andlocal agencies
having jurisdiction overtheproject.
5. Obtain fromtheContractor
a. Alistofhis proposed suppliers andsubcontractors
b. Additional details orinformation when needed atthejobsiteforproper execution ofthe
work
6. Certification ofMaterials: Check forcompleteness ofcertifications ofmaterials delivered tothe
site.
7. Shop Drawings
a. Receive shopdrawings andfalsework drawings. Check falsework drawings for
completeness andobtain structural engineer’sapproval oftheproposed design. Forward
shopdrawings tothedesign consultant forreviewand approval.
Exhibit “A”1of 3 2022.01692
b. Review theapproved shop falsework drawings, specifications andother submissions,
record receipt ofthisdata, maintain afileofalldrawings andsubmissions, andcheck
construction forcompliance inaccordance withtheContract Documents.
c. Alert theContractor’sfield superintendent when itisobserved thatmaterials or
equipment isbeing orisabout tobeused orinstalled before approval ofshopdrawings
orsamples, where sucharerequired, and advise the City when itisnecessary to
disapprove work asfailing toconform totheContract Documents.
8. Review ofWork, Inspection, and Tests
a. Conduct on-siteinspections for the City, ofthework inprogress, asabasis for
determining thatthe project isproceeding inaccordance withtheContract Documents
b. Accompany visiting inspectors representing local, state, orfederal agencies having
jurisdiction over theproject andreport details ofsuch inspections totheCity
c. Verify thattherequired quality controlsampling and testing hasbeenaccomplished and
materials certification hasbeenprovided bytheContractor
d. Perform concrete andcompaction testing
9. Modification: Consider and evaluate theContractor’ssuggestions formodifications indrawings
and/orspecifications andreport themwithrecommendations totheCity.
10. Records
a. Prepare and maintain atthe jobsiteorderly filesofcorrespondence, reports ofjob
conferences, shopdrawings andother submissions, reproductions oforiginal Contract
Documents, including all addenda, change orders, andadditional drawings subsequent to
theaward oftheContract, progress reports, andother project related documents
b. Keep adiary orlogbook, recording hours onthejobsite, weather conditions, list of
visitingofficials, decisions, general observations, and specific observations withregard
totestprocedures. Upon request, furnishcopies ofsuchadiary orlogbook totheCity.
11. Reports: Furnish tothe City atperiodic intervals, asrequired, progress reports oftheproject,
including theContractor’scompliance withtheapproved construction schedule
12. Progress Estimates: Review progress estimates prepared bytheContractor forperiodic partial
payments totheContractor and deliver totheCity forreview andprocessing. Thepayments to
theContractor willbebased on estimates ofthevalue ofworkperformed andmaterials complete
inplace inaccordance withthecontract.
13. Work Schedule andSuspension: The Professional’screw willberequired toregulate their
workweek toconform totheContractor’shours inaccordance withthe directions oftheCity. If
work ontheconstruction project issuspended andallmatters concerning contract compliance and
administration arecomplete, the services oftheProfessional mayalso besuspended without cost
totheproject.
14. Contract Administration: TheProfessional willadminister thecontract inaccordance withCity’s
procedures.
15. Ifdirected bythe City, the Professional shallprepare, asneeded, design, survey, right-of-way,
andother services consistent with theprevious services thathave been performed bythe
Professional onthisproject. These services willbeperformed andpaid for basedonan
amendment tothisagreement tobenegotiated between theCityandthe Professional.
Exhibit “A”2of 3 2022.01692
16. Ifthe City requests services beyond the scope ofthisagreement andcapabilities ofthe
Professional, Professional willprepare an amendment toprovide these services through a
subconsultant approved bytheCity.
17. Professional shall not at any time supervise, direct, or have control over Contractor’swork, nor shall
Professional have authority over or responsibility for the means, methods, techniques, sequences, or
procedures of construction selected or used by Contractor, for security or safety at the Site, for safety
precautions and programs incident to the Contractor’swork in progress, nor for any failure of
Contractor to comply with laws and regulations applicable to Contractor’s furnishing and performing
the Work.
Exhibit “A”3of 3 2022.01692
Page 1 of 1INDIANARETAILTAXEXEMPT
CERTIFICATE NO. 003120155 0020PURCHASE ORDER NUMBERCityofCarmel
FEDERAL EXCISE TAXEXEMPT 106636
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
6/23/202200350562
AMERICAN STRUCTURE POINT, INC Street Department
VENDORSHIP9025RIVERRD 3400 W. 131st Street
TOSUITE200 Carmel, IN 46074-
INDIANAPOLIS, IN 46240 - Matt Higginbotham(317) 733-2001
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
66833
QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION
Department:Fund: 22012201Motor Vehicle Highway FND
Account: 43-509.00
1Each Professional Services$21,559.50$21,559.50
Sub Total 21,559.50
Send Invoice To:
Street Department
3400 W. 131st Street
Carmel, IN 46074-
317) 733-2001 PLEASE INVOICE INDUPLICATE
DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT
21,559.50PAYMENT
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.
LeeHigginbotham
TITLECommissioner
CONTROL NO. 106636 CONTROLLER
CzTfshfzHsfdivlijobu21;52bn-Kvm24-3133
8649 N College Ave, Indianapolis, IN 46240 • (317) 657-8263 • Sondra_Schwieterman@Outlook.com
Sweet Event Planning /Sondra Schwieterman
SCOPE OF SERVICES & RATE SCHEDULE FOR PROFESSIONAL SERVICES FOR EVENT
PLANNING
Scope of Services and Rates
To assist the City of Carmel in maintaining and building the Brews & Barrels brand
through events designed for the target audience.
To direct activities and event coordination for Brews on the Boulevard on behalf of the City
of Carmel, including but not limited to:
o Spearhead art direction on collateral materials and coordinate marketing and
advertising with designated City of Carmel representatives
o Spearhead logistics of assigned events, from planning to set up through
execution and clean up
o Assist with sponsorship fulfillment as directed
o Direct public relations efforts for events as approved
Includes but is not limited to:
Communications to target audiences to maximize the user
experience at events
News release writing
News releases sent to markets outside of Central Indiana
o Adhere to approved City of Carmel budget for events, media and public
relations
o Meet regularly with City of Carmel representative(s)
Assist on execution special promotional events and public relations efforts as needed
and within the parameters of the contract
o Including but not limited to: Executing social media posts, assisting the City’s team
if needed, providing art direction to graphic designers, and writing copy for
collateral material
Cost
The above Scope of Work can be executed for a fee not to exceed $5,000 and can be billed monthly
as services are rendered.
Brews on the Boulevard - $5,000
Specialty materials and outside services paid for by Sweet Event Planning will be billed back to City
of Carmel at cost. Examples include but are not limited to media buys, specialty paper, signs,
banners, staff meals, dumpsters, event supplies, and postage.
Exhibit A
8649 N College Ave, Indianapolis, IN 46240 • (317) 657-8263 • Sondra_Schwieterman@Outlook.com
Cost includes parking fees and mileage incurred by Sweet Event Planning for the duration of the
contract (provided all miles driven are within the Marion and surrounding eight counties.)
Signature: _________________________________
Date: 6/13/2022
7/6/2022
SWEET EVENT PLANNING
INDIANAPOLIS, IN 46240 -
106665
8649 N COLLEGE AVE
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
ADDITIONAL SERVICES - EVENT PLANNING
COMMUNITY RELATIONS
1 CIVIC SQ
Carmel, IN 46032-
373677
UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY
Page 1 of 1
67161
1203Department:101Fund:General Fund
43-590.03Account:
ADDITIONAL SERVICES - EVENTPLANNING1 $5,000.00 $5,000.00Each
5,000.00SubTotal
5,000.00
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. 106665
ORDERED BY
TITLE
CONTROLLER
COMMUNITY RELATIONS
1 Civic Square
Carmel, IN 46032-
Nancy Heck
Director
CzTfshfzHsfdivlijobu22;15bn-Kvm18-3133
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 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 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
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 listed in Section 10 of 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 Vendnties; (b) fails to provide the goods and services as
specified in this Addendum and the Agreement; (c) fails to make progress so as to endanger timely and
proper provision of the goods and services and does not correct such failure or breach within five (5)
business days (or such shorter period of time as is commercially reasonable under the circumstances) after
receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into
receivership, makes a general assignment for the benefit of creditors or dissolves, each such event
constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of the
Agreement and this Addendum, without liability to Vendor; and (2) exercise all other rights and remedies
available to City at law and/or in equity.
12.CONSULTATION PRIOR 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 inthis Addendum and the Agreement.
2
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA EVERSTREAM SOLUTIONS LLC
by and through its Board of Public
Works and Safety
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:
3
1
ENTERPRISE MASTER SERVICES AGREEMENT
This Master Services Agreement (“Agreement”), effective the date of the last signature below (the “Effective Date”), is entered into by and between EVERSTREAM
SOLUTIONS LLC, an Ohio limited liability company, with a principal place of business at 1228 Euclid Ave., Suite 250, Cleveland, Ohio 44115 together with its affiliate,
Everstream GLC Holding Company LLC, (collectively “Everstream”), and CITY OF CARMEL, Indiana, an Indiana Municipal Corporation, with a place of business at One Civic
Square, Carmel, Indiana 46032 (“Subscriber”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Everstream and
Subscriber (collectively, the “Parties” or each individually a “Party”) agree as follows:
1.0 AGREEMENT
This Agreement, together with all incorporated terms and conditions (collectively
the “Agreement”), and any associated Service Orders as defined herein, hereby
constitute the Master Services Agreement (“MSA”) by and between Everstream
and Subscriber for the Services specified on the associated Service Orders
Services”). The attachments to this Agreement further describe Everstream’s
Services and are hereby incorporated into and made a part of this Agreement.
2.0 SERVICES AND SERVICE ORDERS
2.1 Subject to the MSA, Everstream shall provide Subscriber with the Services
as detailed in any relative Service Order entered into by the Parties.
Everstream shall use commercially reasonable efforts to provide the
Services seven (7) days a week, twenty-four (24) hours a day, excluding
scheduled maintenance, required repair and events beyond Everstream’s
reasonable control.
2.2 Subscriber shall request Services by issuing to Everstream one or more
proposed Service Order(s) (in the Service Order form provided by
Everstream). Upon Everstream’s acceptance of a proposed Service Order,
the terms and Service included in the Service Order shall be deemed
incorporated into, and made a part of, the MSA. A proposed Service Order
shall not be deemed accepted until the earlier of (a) Everstream’s written
acceptance of such proposed Service Order; or (b) Everstream’s
commencement of delivery of the Service(s) set forth in such proposed
Service Order.
2.3 Invoicing of Service(s) shall begin with Everstream’s issuance of a
Certificate of Acceptance (“COFA”) following installation as contemplated
by a Service Order. The delivered Service(s) will be considered accepted by
Subscriber and certified to be error free and built to the specifications
requested unless Subscriber provides written notice and a detailed
description of any claimed shortcoming(s) within five (5) days of receiving
the COFA.
3.0 SERVICE & EQUIPMENT INSTALLATION
3.1 Subscriber shall ensure that each Subscriber employee, customer, or user,
which uses the Service (each, an “End User”), shall obtain and maintain
throughout the Term, such consents (including without limitation landlord
and land owner consents) as are necessary to timely permit, and shall
timely permit, Everstream personnel to install, deliver, operate and
maintain the Services and Everstream Equipment (as defined herein) at
Subscriber's and any Subscriber End User’s facilities. Subscriber shall
permit Everstream reasonable access to the Subscriber and End User
facilities as needed to install, configure, upgrade, maintain or remove the
Everstream Equipment and other Service components collocated at
Subscriber's or an End User’s facilities. Subscriber shall make and maintain
throughout the Term all reasonable preparations necessary to permit the
installation, maintenance and operation of the Service and any Everstream
Equipment as specified by Everstream and that is required to provide the
Services. Subscriber shall not charge Everstream, and shall ensure that
Everstream does not incur, any fees or expenses whatsoever in connection
with Subscriber’s provision of space, power, or access in areas under the
control of Subscriber (whether as owner or tenant) or otherwise in
connection with Subscriber’s performance of its obligations pursuant to
this MSA; and shall be solely responsible for any such fees or expenses
charged by a Subscriber End User.
3.2 Provided that Subscriber properly performs all necessary Site preparation
and provides Everstream with all required consents, Everstream shall use
commercially reasonable efforts to install the Service in accordance with
the latter of the service start date requested on a Service Order or the Firm
Order Commitment (“FOC”) date provided to Subscriber by Everstream.
Everstream shall provide Subscriber with a Completion Notice
Completion Notice”) upon completion of the installation of a Service.
4.0 SUPPORT & MAINTENANCE
Everstream shall use commercially reasonable efforts to maintain the all
Everstream owned equipment, including as applicable, any cabling, conduit, risers,
routers, or any related equipment (collectively, “Everstream Equipment”), on
Everstream’s side of the demarcation points used by Everstream to provide the
Service. Everstream Equipment and Services on Subscriber’s side of the
demarcation points, as well as any other Subscriber-provided equipment, are the
responsibility of Subscriber. Everstream shall provide a toll-free telephone
number and email address to its Network Operations Center (“NOC”) for inquiries
and remote problem support for the Service. All such Subscriber support shall be
provided only to Subscriber’s designated personnel (“Named Callers”), as mutually
agreed upon by Everstream and Subscriber. Subscriber is responsible for all
communications and interfaces with its End Users. In no event shall Everstream
be responsible for providing support for any network, equipment or software not
provided and installed by Everstream or for issues or problems beyond its control.
Notwithstanding anything to the contrary in the foregoing, Everstream shall use
commercially reasonable efforts to restore any fiber cable cuts on the Everstream
network and shall keep Subscriber reasonably advised of such restoration
progress. Subscriber shall provide routine operational Service support for
Everstream Equipment and Service components collocated at Subscriber's or an
End User’s facility, including without limitation by performing reboots, as
requested by Everstream.
5.0 DESCRIPTION OF BASIC SERVICES
5.1 The Services provided by Everstream to Subscriber are:
a) Design and Installation. Assistance in the design, selection and
installation of the connection between the Subscriber network and the
Everstream Network.
b) Equipment Selection and Acquisition. Purchase, installation,
maintenance and operation of Everstream Network Equipment at the
Subscriber site(s), if required.
c) Maximum Guaranteed Bandwidth. A 1.5 Mbps to 10 Gbps connection
as specified by each Service Order) between the Subscriber site and the
Everstream Network and (if contracted) the Internet. The interface
between this connection and the Subscriber’s router shall consist of a
single-mode or multi-mode fiber or copper 100/1000/10000 Mbps
Ethernet connection, as agreed between the Parties in the Service
Order(s). The connection value contracted for in Service Order
represents the Minimum Guaranteed Bandwidth to be provided by
Everstream.
d) IP Transport between each Subscriber site(s) and: (i) Other Everstream
subscriber site(s) connected to the Everstream Network as identified by
Subscriber and; (ii) Other Everstream Subscriber site(s) and Service as
identified by Subscriber and; (iii) The Internet (if contracted).
1. A bandwidth capped service by which Everstream may cap the
bandwidth available at each Subscriber site to no less than the
maximum of the selected Internet Usage Level from the associated
Service Order. Subscriber may agree to lower bandwidth caps.
2. Everstream calculates Internet Usage for each Subscriber by
separately measuring input and output bandwidth usage at 5-minute
DocuSign Envelope ID: 900BA5A8-7C39-4761-BB8A-7F6BF735E8EF
2
intervals. The Usage for a Subscriber is the value of the highest
remaining sample after throwing out the top 5% of each category.
The Subscriber’s total Usage is the sum of the Usage for all of
Subscriber’s sites.
5.2 NETWORK OPERATIONS SUPPORT.
a) Network Operations Center. Everstream shall use commercially
reasonable efforts to provide the NOC services seven (7) days a week,
twenty-four (24) hours a day, excluding scheduled maintenance,
required repair and events beyond Everstream’s reasonable control.
Subscriber will use best efforts to comply with reasonable procedures
established from time to time by Everstream to best assure the ability
of Everstream to diagnose, maintain and correct disruptions in network
Services. A detailed description of Everstream’s operations support,
procedures and related matters is available upon request to the NOC.
b) Core NOC Functions. NOC Functions include the following: (i) Open
Service Tickets on all events, alarms and report trouble items; (ii)
Conduct fault investigation and identifications; (iii) Implement network
repair and service restoration, including maintenance and upgrades; (iv)
Provision of remote logical service reconfiguration; (v) Dispatch field
technical service to Subscriber locations as requested; (vi) Monitor and
report on network status and Subscriber connectivity status. (vii) Service
Levels outlined in the tables below:
NETWORK PERFORMANCE SERVICE LEVELS
NETWORK UPTIME Basic Service Level Agreement (“SLA”) Uptime is defined as the amount
of time Subscriber has service as measured over the course of the year.
Planned or Emergency Maintenance events are not factored into the
Service Uptime Calculation. Everstream calculates network uptime during a calendar
month as follows: Availability per month = (total minutes in month) - (total
min of unavailability
in month). SLA Network uptime for managed Ethernet,
MPLS, VPN and Internet
Service Delivery.
99.99% Basic SLA for Fiber Services (
Everstream Indefeasible Rights of Use (“IRU”) and leased fiber
optic Services).
99.90% MEAN TIME TO REPAIR Mean Time to Repair (MTTR) SLA are based upon the
amount of time it takes to restore Services measured from the time a
NOC service request ticket (“Ticket”) is opened to the time the Ticket is closed. MTTR
times vary based on whether the problem being addressed physically resides
on the Everstream Network (“On-Net”) or on a third-
party provider/Subscriber network (“Off-Net”). Everstream
On-Net Services. Four (4) Hrs. Everstream
Off-Net Services. Six (6) Hrs. Fiber Services (Everstream On-
Net Only IRU). Eight (8) Hrs. Note: Force Majeure acts are not covered
under Everstream’s MTTR SLA. Force Majeure includes, without limitation: fire,
flood, lightening, explosion, war, act of terrorism, strike, riots, embargo,
labor dispute, government requirement, civil or military authority, act of God or nature, acts or
failure
to act of
any governmental authority. SERVICE OUTAGE CLASSIFICATIONS Catastrophic An entire network affecting outage
that affects
a
large majority of Everstream subscribers. Critical An outage affecting a
single Everstream subscriber
where service is unavailable for use. Major An outage affecting a
single Everstream subscriber where
service
is intermittent but still usable. Minor An outage affecting
one Everstream subscriber where service is available but service is slow or minor
packet loss; An outage affecting a single Subscriber; service is
available but specific applications are slow or not
operating properly with Subscriber configuration; Proactive troubleshooting to locate an issue before
it becomes
a minor, major, or critical issue. 5.3 SUBSCRIBER CONNECTIONS VIA
THIRD-PARTY. At Subscriber’s written request, Everstream will provide
to Subscriber, pricing for the installation and maintenance of a connection from
an agreed upon Subscriber site to the Everstream Network via a
Third-Party Provider. Subscriber may elect in writing to have Everstream, on
Subscriber’s behalf, be responsible for procuring a connection between
Subscriber’s site and the Everstream Network. Should Subscriber elect in
writing to have Everstream procure a Third-Party connection,
Everstream will oversee the installation and maintenance of that connection on
Subscriber's behalf, and will provide connection engineering and
maintenance support during and after the installation of the
connection. Everstream will provide routine and reasonable Services
related to network interface planning, engineering, and consulting support in installing
and configuring the Subscriber’s Third-Party connection to the
Everstream Network. Based on the ASSOCIATED Service Order, Subscriber is directly
responsible for the payment of all installation, recurring and non-recurring
charges required to be paid to Everstream or third-parties with
respect to each Subscriber connection to the Everstream Network. Payments for
these Services will be
due when Subscriber orders the connection. 5.4 SUBSCRIBER CONNECTION
VIA FIBER BUILD TO THE EVERSTREAM NETWORK. At Subscriber’s
written request, Everstream will provide to Subscriber, pricing for the installation
and maintenance of a dedicated fiber connection from an agreed
upon Subscriber site to the Everstream Network. Subscriber may elect
in writing to have Everstream, on Subscriber’s behalf, responsible
for procuring a dedicated fiber connection between Subscriber’s site
and the Everstream Network. Should Subscriber elect in writing to have
Everstream procure a dedicated fiber connection, Everstream will oversee
the installation and maintenance of that connection on Subscriber's
behalf, and will provide connection engineering and maintenance support during
and after the installation of the connection. Everstream
will provide routine and reasonable Services related to network
interface planning, engineering, and consulting support in installing and configuring the
Subscriber’s dedicated fiber connection to the Everstream Network.
Based on the associated Service Order, Subscriber is directly responsible
for the payment of all installation, recurring and non-recurring charges required
to be paid to Everstream or third parties with respect to
each Subscriber dedicated fiber connection to the Everstream Network. Payments for
these Services will be
due when Subscriber orders the connection. 5.5 OWNERSHIP OF
CONNECTION. Any Connection from the Everstream Network up to the Demarcation
Point becomes part of the Everstream Network upon installation. Subscriber
has no ownership interest in the
connection up to the Demarcation Point 5.6 SERVICE UPGRADES. At any time,
Subscriber may elect in writing to increase the bandwidth of
its connection to the Everstream Network without contract extension or the
number of Subscriber sites connected to the Everstream Network. As part
of any such Service Upgrade, Subscriber will use its best efforts to
cooperate with Everstream in coordinating the engineering, installation, testing and
production use of the new connection except as provided elsewhere in
this Agreement. If the Service Upgrade
imposes different requirements for environmental conditions, supplemental Equipment or similar
items, Subscriber will have the option to comply with those requirements
and acquire (either directly or through Everstream) the necessary Equipment and pay
any and all fees due under the associated Service Order,
continue the Agreement according to the original Terms,
or terminate the associated Service Order. 5.7
EQUIPMENT RECOMMENDATION. Subscriber agrees to employ commercially reasonable
efforts to house Everstream-provided Equipment in accordance
to the “Environmental Recommendations” provided by Everstream. This includes the
provisioning of power and space for Equipment needed to operate
connection at
Subscriber site(s) to
Everstream Network. 6.0 SUBSCRIBER OBLIGATIONS 6.1 Subscriber’s use of the Service (
including all content transmitted via the Service) shall comply with all applicable
laws and regulations and the Terms of the Master Agreement.
Subscriber shall not resell or redistribute whether for a fee or otherwise) the Service(
s), or any portion thereof, or make any use of the Service other
than for Subscriber’s internal business purposes, unless otherwise
agreed in writing by Everstream. Subscriber shall ensure that its End Users’ use of the
Service, if any, shall comply with all applicable laws and regulations
and Terms of the Master Agreement. Upon reasonable notice to
Subscriber, Everstream may audit Subscriber's DocuSign Envelope
3
use of the “Service Bandwidth” to ensure Subscriber's compliance with the
terms of the MSA and any related Service Order.
6.2 Subscriber will designate one of Subscriber’s routers/switches from which
Subscriber’s fiber will connect to the Everstream Network.
6.3 Subscriber will provide sufficient space for Everstream to install Equipment
to support the Services. Space will include sufficient power and
environmental conditioning to support Equipment. Subscriber may provide
backup power or an uninterruptable power supply (“UPS”) or may contract
with Everstream separately for UPS.
6.4 Subscriber is responsible for the installation, maintenance, and repair of
Subscriber-premise fiber between the Demarcation Point and the
Subscriber’s switch or router.
6.5 Subscriber will assign an operational and technical contact person to
coordinate with Everstream regarding Services being provided under this
Agreement.
6.6 Subscriber shall ensure that all Everstream Equipment at Subscriber’s and
Subscriber’s End Users’ facilities remains free and clear of all liens and
encumbrances, and Subscriber shall be responsible for loss or damage to
the Everstream Equipment while at Subscriber's or an End User’s facilities.
Subscriber is responsible for ensuring that any Subscriber equipment used
in connection with the Services is protected from fraudulent or
unauthorized access. In addition, Subscriber is responsible for: (a) all
content that is viewed, stored, or transmitted via the Service; and (b) all
third-party charges incurred for merchandise and Services accessed via the
Service, if any. Subscriber shall conform its equipment and software, and
ensure that each End User conforms its equipment and software, to the
technical specifications for the Service provided by Everstream.
7.0 TERM
The MSA shall commence upon the earlier of (a) the date of the last
signature on the Service Order (“Effective Date”) or (b) Everstream’s
commencement of delivery of the Service(s) set forth in a Service Order. The
MSA shall remain in effect for the Term specified in each associated Service
Order, or if no Term is specified, until the expiration or Termination of all
Service Orders (the “Term”). The Term for the applicable Service shall be set
forth in the Service Order (“Initial Order Term”) and shall remain in effect
until expiration as set forth in the Service Order. Unless otherwise specified
in the Service Order, if the Subscriber continues to receive Services after the
expiration of the Initial Order Term, the Services shall renew for a period of
twelve (12) months on the same Agreement (“Renewal Order Term”,
collectively with Initial Order Term, “Order Term”). Subscriber also has the
right to notify Everstream in writing, ninety (90) days prior to the expiration
of the Initial Order Term their intent to exercise their right to a month to
month agreement at then Current Everstream rates for their Service(s)
without any discounts.
8.0 PAYMENT
8.1 For each Service, Subscriber shall pay Everstream all recurring and non-
recurring charges, fees and taxes, (collectively the “Service Charges”) as set
forth in the associated Service Order, in accordance with the following
payment Terms: Service Charges shall be billed to Subscriber on a monthly
basis commencing upon Service installation, and are payable within thirty
30) days after the date appearing on the invoice. All payments hereunder
will be in U.S. dollars by electronic wire transfer to the bank account
designated by Everstream from time to time or by company check.
Subscriber must bring any billing error to Everstream’s attention within
forty-five (45) days after the date appearing on the applicable invoice or
Subscriber waives its right to a refund or credit associated with such billing
error. Everstream shall not defer any charges while Subscriber awaits
reimbursement, subsidy, discount or credit from any third-party or
government entity, and Subscriber shall have the obligation to pay all
charges regardless of the status of any such reimbursement, subsidy,
discount or credit. Everstream shall have the right to increase Service
Charges for each Service after the Initial Order Term for such Service upon
thirty (30) days’ written notice to Subscriber. Everstream may charge a late
fee for any amounts which are not paid when due. The late fee shall be the
greater of one and one-half percent (1.5%) per month or the highest rate
chargeable by law. Subscriber shall also be responsible for all costs,
including reasonable attorneys’ fees associated with collection of past due
amounts. If, at any time, Everstream has concern about security or
timeliness of payments, it may suspend the Services and/or the rights
granted hereunder upon advance written notice to Subscriber until receipt
of payment or establishment of a letter of credit or other arrangement
securing payment. If Everstream fails to present a charge in a timely
manner, such failure shall not constitute a waiver of the charges for the
fees to which it relates, and Subscriber shall pay such invoice which is not
subject to 1.5% late fee, in accordance with these payment terms.
8.2 Billing of a new or additionally added circuit begins upon the issuance of
the respective COFA.
8.3 SERVICE CREDIT. In the event of a Network Outage or disruption that is
caused in whole or in part by the negligence or willful misconduct of
Subscriber, Subscriber shall not be entitled to receive a credit. In all other
cases, excepting maintenance or upgrade Services scheduled with
Subscriber and those pursuant to “Force Majeure,” Subscriber is entitled
to receive a credit against the amount invoiced for Services provided during
the month in which the Network Outage occurred. Credits are available on
a per-outage basis (prorated on a monthly basis) in any given calendar
month. These service credits are the sole remedy available to Subscriber
for service disruption or suspension of any kind whatsoever is described in
the table below:
Instance of Network
Outage
Credit Against
the Appropriate
Month’s Service
1 Hour 0%
1 Hour to < 8 Hours 25%
8 Hours 50%
Network Outage service credit requests shall be submitted electronically or
in writing to Subscriber’s assigned Client Relationship Manager (“CRM”) or
to the attention of the Everstream agent listed below.
9.0 TAXES
9.1 Subscriber shall pay all federal, state, and local taxes, government fees,
charges, surcharges or similar exactions imposed on the Services and/or
products that are the subject of the MSA, including but not limited to state
and local sales and use taxes, telecommunications taxes, federal and state
universal service fund fees and/or state and local regulatory fees to the
extent applicable.
9.2 Subscriber acknowledges that currently, and from time to time, there is
uncertainty about the regulatory classification and/or treatment of some
of the Services and, consequently, uncertainty about what fees, taxes and
surcharges are due from Everstream and/or its Subscribers. Subscriber
agrees that Everstream has the right to determine, in its sole discretion,
which fees, taxes and surcharges are due and to collect and remit them to
the relevant governmental authorities, and/or to pay and pass them
through to Subscriber. Subscriber hereby waives any claims it may have
regarding Everstream’s collection or remittance of such fees, taxes and
surcharges. Subscriber understands that it may obtain a list of the fees,
taxes and surcharges that Everstream currently collects or passes through
by writing to Everstream at the provided herein.
10.0 PROPRIETARY RIGHTS AND CONFIDENTIALITY
10.1 All materials including, but not limited to, any Everstream Equipment
including related firmware, software, data and information provided by
Everstream, and any know-how, methodologies or processes including, but
not limited to, all copyrights, trademarks, patents, trade secrets, any other
proprietary rights inherent therein and appurtenant thereto, used by
Everstream to provide the Service (collectively “Everstream Materials”)
shall remain the sole and exclusive property of Everstream. Nothing herein
DocuSign Envelope ID: 900BA5A8-7C39-4761-BB8A-7F6BF735E8EF
4
is intended to convey any right or ownership interest to Subscriber or any
other person or entity in or to such Everstream Materials. Subscriber shall
acquire no interest in the Everstream Materials by virtue of the payments
provided for under the Master Agreement. Subscriber may use the
Everstream Materials solely for Subscriber's use of the Service during any
applicable Order Term and the same may not be transferred by Subscriber
to any other person, corporation or entity except as permitted herein.
Subscriber may not disassemble, decompile, reverse engineer, reproduce,
modify or distribute the Everstream Materials, in whole or in part, or use
them for the benefit of any third Party. All rights in the Everstream
Materials not expressly granted to Subscriber in the MSA are reserved to
Everstream. Subscriber shall not open, alter, misuse, tamper with or
remove the Everstream Equipment and shall not remove any markings or
labels from the Everstream Equipment.
10.2 Subscriber shall maintain in confidence, and not to disclose to third-parties,
or use, except for such use as is expressly permitted in the MSA, the
Everstream Materials and together with any other information or materials
provided by Everstream in connection with the MSA that is identified or
marked as confidential or are otherwise reasonably understood to be
confidential, including but not limited to the content of the MSA.
10.3 If software is provided to Subscriber under the Master Agreement,
Everstream grants Subscriber a limited, non-exclusive and non-transferable
license to use such software, in object code form only, solely for the
purpose of using the Service for Subscriber’s internal business purposes
during the Term.
11.0 EQUIPMENT UPGRADES AND MODIFICATIONS
Everstream maintains the right to upgrade, modify, and enhance the Everstream
Equipment, including related firmware, and the associated Service. Everstream
also maintains the right to take any action that Everstream deems appropriate to
protect the Service and the Everstream Equipment.
12.0 TERMINATION
12.1 Either Party may terminate a Service Order: (a) upon thirty (30) days
written notice to the other Party of the other Party’s material breach of the
MSA or associated Service Order, provided that such material breach is not
cured within such thirty (30) day period; (b) immediately, in the event that
the other Party liquidates, is adjudicated as bankrupt, makes an assignment
for the benefit of creditors, invokes any provision of law for general relief
from its debtors, initiates any proceeding seeking general protection from
its creditors, or is removed or delisted from a trading exchange (individually
a “Bankruptcy Event”); (c) immediately, in the event that, after entering
into a Service Order, Everstream conducts a site survey and learns that the
construction costs shall require a material increase in the Service Charges;
or (d) upon at least ninety (90) days written notice to the other Party before
the end of an Initial Term or Renewal Term. In the event that Subscriber
fails to comply with any applicable laws or regulations or the Terms of the
MSA, upon thirty (30) days’ written notice, Everstream may suspend or
discontinue any applicable Service in whole or in part without further
notice, provided that such failure is not cured within such thirty (30) day
period. In addition, Everstream may immediately terminate or suspend
Subscriber’s use of the Service if such use is determined by Everstream, in
its sole discretion, to be resulting in a material degradation of the
Everstream network, until such time as such degradation has been
remedied.
12.2 Upon the Termination or expiration of the MSA, including all associated
Service Orders: (a) Everstream’s obligations under the MSA shall
immediately cease; (b) Subscriber shall promptly pay all amounts due and
owing to Everstream for Service(s) delivered prior to the date of
Termination or expiration, and any commercially reasonable deinstallation
fees, if any; (c) Subscriber shall promptly cease all use of any software
provided by Everstream under the MSA, and shall return such software to
Everstream; and (d) Subscriber shall return to Everstream or permit
Everstream to remove, in Everstream’s discretion, the Everstream
Equipment in the same condition as when received, ordinary wear and tear
excepted. Subscriber shall reimburse Everstream for the reasonable and
documented costs of the repair or replacement, at Everstream’s discretion,
of any Everstream Equipment not returned in accordance with these terms.
12.3 Notwithstanding anything to the contrary, in the event this MSA or any
associated Service Order terminates for any reason other than as
permitted, Subscriber shall, at Everstream’s discretion: (a) promptly pay
Everstream the full amount of the Service Charges that Subscriber would
have been charged for the remainder of the Initial Term or the then-current
Renewal Term; or (b) reimburse Everstream for all volume, Term or other
discounts and credits provided in anticipation of full performance of
Subscriber’s obligations and any unpaid portion of the installation fee set
forth in the applicable Service Order(s).
12.4 The provisions of Sections 7 - 9, 11 - 15, 17 18, 19, 21 – 23 and 25 of the
MSA and the Attachments shall survive the Termination or expiration of the
MSA.
13.0 INDEMNIFICATION
The Parties agree to mutually defend, indemnify and hold harmless the other
Party, its affiliates, service providers and suppliers as well as the other Party’s
respective officers, directors, employees and agents, from and against any third-
party claims, losses, liabilities, damages, costs and expenses, including reasonable
attorneys’ and other professional fees, arising out of or relating to: (a) the use of
the Service; (b) personal injury or property damage caused by the negligence or
willful misconduct of either Party or its employees or agents.
14.0 DISCLAIMER OF WARRANTY
EXCEPT AS SET FORTH IN SECTION 13, SUBSCRIBER ASSUMES TOTAL
RESPONSIBILITY FOR USE OF THE SERVICE AND USES THE SAME AT ITS OWN RISK.
EVERSTREAM EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY
WHATSOEVER FOR THE CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE
SERVICE, AND EVERSTREAM EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR
SUCH CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THE MSA, THE SERVICE,
EVERSTREAM EQUIPMENT, AND EVERSTREAM MATERIALS ARE PROVIDED “AS IS,”
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO, DATA ACCURACY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. EXCEPT AS SETFORTH IN THE MSA, NO ADVICE OR
INFORMATION GIVEN BY EVERSTREAM, ITS AFFILIATES OR ITS CONTRACTORS OR
THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. EXCEPT AS SET
FORTH IN THE MSA, EVERSTREAM DOES NOT REPRESENT OR WARRANT THAT THE
SERVICE WILL MEET SUBSCRIBER’S REQUIREMENTS, PREVENT UNAUTHORIZED
ACCESS BY THIRD-PARTIES, BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT
LOSS OF CONTENT, DATE OR INFORMATION OR THAT ANY MINIMUM
TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN
THE MSA AND SUBJECT TO ANY SLA, EVERSTREAM DOES NOT WARRANT THAT
ANY SERVICE OR EQUIPMENT PROVIDED BY EVERSTREAM SHALL PERFORM AT A
PARTICULAR SPEED, BANDWIDTH OR THROUGHPUT RATE. IN ADDITION,
SUBSCRIBER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE
SERVICE MAY NOT BE SECURE. SUBSCRIBER FURTHER ACKNOWLEDGES AND
AGREES THAT ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER
CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE
USE OF THE SERVICE IS DONE AT SUBSCRIBER’S OWN DISCRETION AND RISK AND
THAT SUBSCRIBER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO
SUBSCRIBER’S OR AN END USER’S COMPUTER SYSTEM OR EQUIPMENT
INCLUDING NETWORK EQUIPMENT) OR LOSS OF SUCH DATA, MATERIAL OR
TRAFFIC DURING, OR THAT RESULTS FROM, SUBSCRIBER’S OR ITS END USERS’S
USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, SUBSCRIBER’S OR END
USERS’S SENDING OR RECEIVING, OR UPLOADING OR DOWNLOADING, OR
ATTEMPTS TO DO SAME, OF SUCH DATA, MATERIAL OR TRAFFIC.
15.0 LIMITATION OF LIABILITY
15.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, AN
END USER OR ANY THIRD-PARTY FOR ANY INCIDENTAL, INDIRECT,
CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR
RELATING TO THE MASTER AGREEMENT, REGARDLESS OF WHETHER
EITHER PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BOTH EVERSTREAM AND SUBSCRIBER’S AGGREGATE LIABILITY FOR ANY
REASON AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO
DocuSign Envelope ID: 900BA5A8-7C39-4761-BB8A-7F6BF735E8EF
5
THE MSA (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT
INCLUDING NEGLIGENCE) AND STRICT PRODUCT LIABILITY) SHALL BE
LIMITED TO THE FEES PAID OR OWED BY SUBSCRIBER UNDER THE SERVICE
ORDER THAT IS THE SUBJECT MATTER OF THE CLAIM IN THE TWELVE (12)
MONTHS PRECEDING THE DATE THE CLAIM ARISES. IN NO EVENT SHALL
EVERSTREAM’S AFFILIATES OR SUPPLIERS HAVE ANY LIABILITY TO
SUBSCRIBER UNDER THE MASTER AGREEMENT. EVERSTREAM SHALL NOT
BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF
THE UNAVAILABILITY OF THE SERVICE, INCLUDING THE INABILITY TO
REACH EMERGENCY SERVICES, THE INABILITY TO CONTACT A SECURITY
SYSTEM OR REMOTE MEDICAL OR OTHER MONITORING SERVICE
PROVIDER OR ANY FAILURE OR FAULT RELATING TO SUBSCRIBER
EQUIPMENT, FACILITIES OR SERVICES.
15.2 EXCEPT AS OTHERWISE PROVIDED IN THIS MSA, NEITHER EVERSTREAM,
NOR ITS SERVICE SUPPLIERS SHALL BE LIABLE FOR UNAUTHORIZED ACCESS
TO SUBSCRIBER’S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR
FOR UNAUTHORIZED ACCESS TO OR ALTERATIONS, THEFT OR
DESTRUCTION OF SUBSCRIBER’S DATA FILES, PROGRAMS, PROCEDURES,
OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR
DEVICES, OR ANY OTHER METHOD. SUBSCRIBER UNDERSTANDS THAT
NEITHER EVERSTREAM NOR ITS SERVICE SUPPLIERS ARE RESPONSIBLE FOR
THE CONTENT OF THE TRANSMISSIONS THAT MAY PASS THROUGH THE
EVERSTREAM NETWORK CONNECTION, OR RELATED COMMUNICATION
SERVICES. NEITHER EVERSTREAM NOR ITS SERVICE SUPPLIERS SHALL BE
LIABLE FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED OR
DATA TRANSMITTED THROUGH USE OF THE EVERSTREAM NETWORK
CONNECTION, OR RELATED SERVICES.
16.0 FORCE MAJEURE
Notwithstanding anything to the contrary, a Party shall have no liability to the
other due to circumstances beyond its control, including, but not limited to, acts
of God, terrorism, flood, fiber cuts, natural disaster, regulation or governmental
acts, fire, civil disturbance, weather, or any unauthorized access to or destruction
or modification of the Service, in whole or in part (each a “Force Majeure Event”).
17.0 ENTIRE AGREEMENT
The MSA, including without limitation all Attachments, sets forth the entire
agreement between the Parties with respect to the subject matter hereof and
supersedes all previous written or oral agreements or representations between
the Parties with respect to such subject matter.
18.0 ORDER OF PRECEDENCE AND CONFLICTS
Each Service shall be provisioned pursuant an associated Service Order and the
MSA. If documents referred to in this MSA conflict with one another (including
conflicting contract expiration dates), any such conflicts will be rectified in the
following order: (a) Applicable Addendum, Attachment, Service Order; (b) MSA.
19.0 COMPLIANCE WITH LAWS
19.1 As between the Parties, Everstream shall obtain and maintain at its own
expense, all licenses, approvals and regulatory authority required by law
with respect to Everstream’s operation and provision of the Services.
Subscriber shall obtain and maintain at its own expense, all licenses,
approvals and regulatory authority required by law with respect to
Subscriber’s use of the Services as contemplated in the MSA. Unless
specified otherwise in the MSA or associated Service Order, each Party shall
provide all notices, pay all fees and comply with all laws, ordinances, rules
and regulations relating to its performance obligations specified in the
MSA.
19.2 The MSA, including the Attachments and associated Service Order(s), are
subject to all applicable federal, state or local laws and regulations in effect
in the relevant jurisdiction(s) in which Everstream provides the Services. If
any provision of the MSA, the Attachments, or the associated Service
Order(s) contravene or are in conflict with any existing law or regulation,
the terms of such law or regulation shall take priority over the relevant
provision of the MSA, the Attachments, and/or the associated Service
Order(s). If the relevant law or regulation applies to some but not all of the
Service(s) being provided under the MSA, then such law or regulation shall
take priority over the relevant provision of the MSA, the Attachments,
and/or the associated Service Order(s) only for purposes of those Service(s)
to which the law or regulation applies. Except as explicitly stated in the
herein, nothing contained in the MSA shall constitute a waiver by
Everstream of any rights under applicable laws or regulations pertaining to
the installation, operation, maintenance or removal of the Services,
facilities or equipment.
20.0 GOVERNING LAW AND JURISDICTION
This MSA shall be governed by and construed in accordance with applicable U.S.
federal law and the laws of the State of Ohio, without regard to conflict of law
principles. Each Party consents to the exclusive jurisdiction and venue of the U.S.
federal and Ohio state courts located in and serving the City of Cleveland, in
connection with any dispute arising out of or in connection with this Master
Agreement and/or its subject matter. Any claim that Subscriber wishes to assert
under the MSA must be initiated not later than one (1) year after the claim arose.
21.0 SEVERABILITY
In the event that any portion of the MSA is held to be invalid or unenforceable,
the invalid or unenforceable portion shall be construed in accordance with
applicable law as nearly as possible to reflect the original intentions of the Parties
set forth in the MSA and the remainder of the MSA shall remain in full force and
effect.
22.0 ASSIGNMENT
Subscriber may not assign the MSA or any associated Service Order without the
prior written consent of Everstream, except to a party that acquires all or
substantially all of Subscriber’s assets that agrees to fulfill Subscriber’s obligations
herein. Everstream may assign its rights and obligations under the MSA including,
without limitation, in whole or in part, to any affiliate or a party that acquires all
or substantially all of Everstream’s assets, without the prior written approval of or
notice to Subscriber. Subscriber understands and agrees that, regardless of any
such assignment, the rights and obligations of Everstream in the MSA may accrue
to, or be fulfilled by, any affiliate, as well as by Everstream and/or its
subcontractors.
23.0 GENERAL
23.1 If either Party fails to enforce any right or remedy under this MSA, that
failure is not a waiver of the right or remedy for any other breach or failure
by the other Party. No waiver of any right hereunder, or breach of, this
MSA will be effective unless in writing and signed by an authorized
representative of the Party against whom the waiver is sought to be
enforced.
23.2 There are no Third-Party beneficiaries to the MSA. The Parties to the MSA
are independent contractors.
24.0 NOTICES
Any notice under the MSA shall be given in writing and shall be deemed to have
been provided when received by the other Party at the respective addresses
below:
Everstream: Subscriber:
Everstream Solutions LLC City of Carmel
Attn: General Counsel One Civic Square
1228 Euclid Avenue Carmel, IN 46032
Suite 250
Cleveland, OH 44115
25.0 COUNTERPARTS
The MSA may be executed in counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same instrument.
Facsimile and electronic signatures will be deemed to be original signatures.
DocuSign Envelope ID: 900BA5A8-7C39-4761-BB8A-7F6BF735E8EF
6
ACCEPTED AND AGREED AS OF THE EFFECTIVE DATE:
EVERSTREAM SOLUTIONS LLC
Authorized Signature
Name (Print or Type)
Title
Date
SUBSCRIBER
Authorized Signature
James Brainard, Presiding Officer
Name (Print or Type)
Date:
Authorized Signature
Mary Ann Burke, Member
Name (Print or Type)
Date:
Authorized Signature
Lori S. Watson, Member
Name (Print or Type)
Date:
DocuSign Envelope ID: 900BA5A8-7C39-4761-BB8A-7F6BF735E8EF
7/6/2022
CEO
Brett Lindsey
DocuSign Envelope ID: 900BA5A8-7C39-4761-BB8A-7F6BF735E8EF
Brett Lindsey
DocuSign Envelope ID: 900BA5A8-7C39-4761-BB8A-7F6BF735E8EF
7/6/2022
CEO
DocuSign Envelope ID: 900BA5A8-7C39-4761-BB8A-7F6BF735E8EF
DocuSign Envelope ID: 900BA5A8-7C39-4761-BB8A-7F6BF735E8EF
CEO
Brett Lindsey
7/6/2022
DocuSign Envelope ID: 900BA5A8-7C39-4761-BB8A-7F6BF735E8EF
CzTfshfzHsfdivlijobu4;39qn-Kvo41-3133
HTTP://WWW.INSIGHT.COM
Page 1 of6INSIGHTPUBLICSECTORSLED
2701 E INSIGHT WAY
CHANDLER AZ 85286-1930
Tel: 800-467-4448
SOLD-TO PARTY 10765987
CITY OF CARMEL
ACCOUNTS PAYABLE
1 CIVIC SQAURE
CARMEL IN 46032
SHIP-TO
ICS
TIMOTHY RENICK
31 1ST AVE NW
CARMEL IN 46032-1715
We deliver according to the following terms:
Payment Terms :Net 30 days
Ship Via :Insight Assigned Carrier/Ground
Terms of Delivery::FOB DESTINATION
Currency :USD
Quotation
Quotation Number :225176130
Document Date :23-JUN-2022
PO Number :FINAL - STORAGE
PO Release :
Sales Rep :Melanie Fogt
Email :MELANIE.FOGT@INSIGHT.COM
Telephone :+19374159457
Sales Rep 2 :Edcarlo Padolina
Email :EDCARLO.PADOLINA@INSIGHT.COM
Telephone :+12133627103
In order for Insight to accept Purchase Orders against this contract and honor the prices on this quote, your agency must be
registered with OMNIA Partners Public Sector (formerly U.S. Communities).
Our sales teams would be happy to assist you with your registration. Please contact them for assistance -- the registration
process takes less than five minutes.
In order for Insight to accept Purchase Orders against this contract and honor the prices on this quote, your agency must be
registered with OMNIA Partners Public Sector (formerly U.S. Communities).
Our sales teams would be happy to assist you with your registration. Please contact them for assistance -- the registration
process takes less than five minutes.
Material Material Description Quantity Unit Price Extended Price
P19720-B21-COCL HPE ProLiant DL380 Gen10 Network Choice -
rack-mountable - no CPU - 0 GB - no HDD
2 765.96 1,531.92
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
P19720B21ABA-COCL HPE ProLiant DL380 Gen10 Network Choice -
rack-mountable - no CPU - 0 GB - no HDD
2 0.00 0.00
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
P24467-L21-COCL Intel Xeon Gold 6226R / 2.9 GHz processor 2 1,672.53 3,345.06
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
P24467-B21-COCL Intel Xeon Gold 6226R / 2.9 GHz processor 2 1,490.34 2,980.68
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
P24467-B21#0D1 Intel Xeon Gold 6226R / 2.9 GHz processor 2 0.00 0.00
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
Exhibit A
HTTP://WWW.INSIGHT.COM Document Date 23-JUN-2022
Quotation Number 225176130
Page 2 of 6
Material Material Description Quantity Unit Price Extended Price
P00930-B21-COCL HPE SmartMemory - DDR4 - module - 64 GB -
DIMM 288-pin - 2933 MHz / PC4-23400 -
registered
16 1,146.48 18,343.68
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
P18420-B21-COCL HPE Read Intensive - SSD - 240 GB - SATA
6Gb/s
6 165.08 990.48
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
P08421-B21-COCL HPE 537SFP+ - network adapter - PCIe 3.0 x8 -
10 Gigabit SFP+ x 2
2 317.51 635.02
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
P08421-B21#0D1 HPE 537SFP+ - network adapter - PCIe 3.0 x8 -
10 Gigabit SFP+ x 2
2 0.00 0.00
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
P01366-B21-COCL HPE 96W Smart Storage - storage device
battery - Li-Ion
2 68.87 137.74
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
P01366-B21#0D1 HPE 96W Smart Storage - storage device
battery
2 0.00 0.00
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
804331-B21-COCL HPE Smart Array P408I-A SR Gen10 - storage
controller (RAID) - SATA 6Gb/s / SAS 12Gb/s -
PCIe 3.0 x8
2 1,278.06 2,556.12
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
804331-B21#0D1 HPE Smart Array P408I-A SR Gen10 - storage
controller (RAID) - SATA 6Gb/s / SAS 12Gb/s -
PCIe 3.0 x8
2 0.00 0.00
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
629135-B22-COCL HPE 331FLR - network adapter - PCIe 2.0 x4 -
Gigabit Ethernet x 4
2 209.73 419.46
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
629135-B22#0D1 HPE 331FLR - network adapter - PCIe 2.0 x4 -
Gigabit Ethernet x 4
2 0.00 0.00
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
865408-B21-COCL HPE - power supply - hot-plug / redundant -
500 Watt - 563 VA
4 126.87 507.48
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
HTTP://WWW.INSIGHT.COM Document Date 23-JUN-2022
Quotation Number 225176130
Page 3 of 6
Material Material Description Quantity Unit Price Extended Price
865408-B21#0D1 HPE - power supply - hot-plug / redundant -
500 Watt - 563 VA
4 0.00 0.00
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
BD505A-COCL HPE Integrated Lights-Out Advanced - license
3 Years 24x7 Support - 1 server
2 218.53 437.06
Coverage Dates:23-JUN-2022 - 23-JUN-2025
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
BD505A#0D1 HPE Integrated Lights-Out Advanced - license
3 Years 24x7 Support - 1 server
2 0.00 0.00
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
733660-B21-COCL HPE Small Form Factor Easy Install Rail Kit -
rack rail kit - 2U
2 58.69 117.38
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
733660-B21#0D1 HPE Small Form Factor Easy Install Rail Kit
rack rail kit - 2U
2 0.00 0.00
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
Q1J10A-COCL HPE D3710 - storage enclosure 1 2,283.50 2,283.50
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
881457-K21-COCL HPE Enterprise - hard drive - 2.4 TB - SAS
12Gb/s
24 434.25 10,422.00
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
881457-K21#0D1 HPE Enterprise - hard drive - 2.4 TB - SAS
12Gb/s - factory integrated
24 0.00 0.00
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
716195-B21-COCL HPE SAS internal cable - 3.3 ft 4 55.04 220.16
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
HU4A6A5-COCL HPE Pointnext Tech Care Essential Service -
extended service agreement - 5 years -
on-site
1 0.00 0.00
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
HU4A6A5#WAH-COCL HPE Pointnext Tech Care Essential Service -
extended service agreement - 5 years -
on-site
2 4,089.83 8,179.66
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
HTTP://WWW.INSIGHT.COM Document Date 23-JUN-2022
Quotation Number 225176130
Page 4 of 6
Material Material Description Quantity Unit Price Extended Price
HU4A6A5#R2M-COCL HPE Pointnext Tech Care Essential Service -
technical support - for HPE Integrated
Lights-Out (iLO) Advanced Pack non Blade - 5
years
2 44.58 89.16
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
HU4A6A5#14C-COCL HPE Pointnext Tech Care Essential Service -
extended service agreement - 5 years -
on-site
1 2,224.45 2,224.45
OMNIA PARTNERS IT PRODUCTS & SERVICES(# 4400006644)
Product Subtotal 44,927.74
Services Subtotal 10,493.27
TAX 0.00
Total 55,421.01
Thank you for choosing Insight. Please contact us with any questions or for additional information about Insight's complete IT
solution offering.
Sincerely,
Melanie Fogt
19374159457
MELANIE.FOGT@INSIGHT.COM
Edcarlo Padolina
12133627103
EDCARLO.PADOLINA@INSIGHT.COM
HTTP://WWW.INSIGHT.COM Document Date 23-JUN-2022
Quotation Number 225176130
Page 5 of 6
OMNIA Partners (formerly U.S. Communities) IT Products, Services and Solutions Contract No. 4400006644
Insight Public Sector (IPS) is proud to be a contract holder for the OMNIA Partners Technology Products, Services & Solutions
Contract.
This competitively solicited contract is available to participating agencies of OMNIA Partners. OMNIA Partners assists local and
state government agencies, school districts (K-12), higher education, and nonprofits in reducing the cost of purchased goods by
pooling the purchasing power of public agencies nationwide. This is an optional use program with no minimum volume
requirements and no cost to agencies to participate.
Regarding tariff impacts on IPS contract quotes, Insight is communicating with the contracting officials on the contracts held by
Insight to minimize the impact of tariffs to our clients.
Thanks for choosing Insight!
OMNIA Partners (formerly U.S. Communities) IT Products, Services and Solutions Contract No. 4400006644
Insight Public Sector (IPS) is proud to be a contract holder for the OMNIA Partners Technology Products, Services & Solutions
Contract.
This competitively solicited contract is available to participating agencies of OMNIA Partners. OMNIA Partners assists local and
state government agencies, school districts (K-12), higher education, and nonprofits in reducing the cost of purchased goods by
pooling the purchasing power of public agencies nationwide. This is an optional use program with no minimum volume
requirements and no cost to agencies to participate.
Regarding tariff impacts on IPS contract quotes, Insight is communicating with the contracting officials on the contracts held by
Insight to minimize the impact of tariffs to our clients.
Thanks for choosing Insight!
Insight Global Finance has a wide variety of flexible financing options and technology refresh solutions. Contact your Insight
representative for an innovative approach to maximizing your technology and developing a strategy to manage your financial
options.
This purchase is subject to Insight’s online Terms of Sale unless you have a separate purchase agreement signed by you and
Insight, in which case, that separate agreement will govern. Insight’s online Terms of Sale can be found at the “terms-and-policies”
link below.
Effective Oct. 1, 2018, the U.S. government imposed tariffs on technology-related goods. Technology manufacturers are
evaluating the impact on their cost and are providing us with frequent cost updates. For this reason, quote and ecommerce
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pricing, please reach out to your sales team.
SOFTWARE AND CLOUD SERVICES PURCHASES: If your purchase contains any software or cloud computing offerings
Software and Cloud Offerings”), each offering will be subject to the applicable supplier's end user license and use terms
Supplier Terms") made available by the supplier or which can be found at the “terms-and-policies” link below. By ordering,
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and the applicable supplier have a separate agreement which governs.
https://www.insight.com/terms-and-policies
HTTP://WWW.INSIGHT.COM Document Date 23-JUN-2022
Quotation Number 225176130
Page 6 of 6
City ®f CarmeI
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO.003120155 002 0
Page 1 of 1
PURCHASE ORDER NUMBER
FEDERAL EXCISE TAX EXEMPT 106644
ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, AIP
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. DESCRIPTION
6/28/2022 372300 storage
INSIGHT PUBLIC SECTOR, INC. ICS
VENDOR PO BOX 731072 SHIP 31 1st Ave N.W.
TO
Carmel, IN 46032-
DALLAS, TX 75373--1072 Timothy Renick (317) 571-2576
PURCHASE ID BLANKET CONTRACT PAYMENTTERMS FREIGHT
66906
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Department: 1115 Fund: 0 Capital Lease Fund
Account: 44-632.01
1 Each SERVICES $10,493.27
1 Each STORAGE $44,927.74
Sub Total
CAA
10,493.27
44,927.74
55,421.01
Send Invoice To:
ICS Quote No. 225176130
CzTfshfzHsfdivlijobu:;42bn-Kvm23-3133
9875 Lakewood Drive East, Indianapolis, IN 46280 / 317.590.7522 / Meg@MegPromo.com
MEG & Associates
Additional Services
SCOPE OF SERVICES & RATE SCHEDULE FOR PROFESSIONAL SERIVCES
April 2022 through December 31, 2022 = $14,000
Addition of 2022 events
Scope of Services:
2022 OktoberFest – September 30, 2022 - $8000
1.MEG & Associats will work with The City of Carmel to facilitate and execute the 2022 City of Carmel
OktoberFest
2.MEG & Associates will help set up, facilitate and tear down the event
2022 Auburn Cord Duesenberg Automobile Museum exhibit – August 27 - $3000
1.MEG & Associates will plan, facilitate and execute the 2022 Auburn Cord Duesenberg exhibit
additionally during the Artomobilia event.
2 MEG & Associates will schedule meetings and plan footprints of the exhibit.
2022 4th of July 30 year CarmelFest Jeff Worrell Celebration - $3000
1.MEG & Associates will work with Candy Martin and Dan McFeely to plan and execute the celebration
for Jeff Worrell.
2.MEG & Associate will attend meetings, set-up and tear down the celebration.
2022 Kuaba Gallery Reception - $1500
1.MEG worked with Megan - coordinated and pick-up materials for event
2.MEG met with Megan for walk through of the gallery
3.MEG had 4 people on duty 2:30 – 8:30 pm for 2 and 3:00 – 8:00 pm for 2 – day of event
Subtract - Music on the Monon – cancelled - $1500
This is a requested overview presentation and open for negotiation as needed. MEG & Associates consists of
Exhibit A
9875 Lakewood Drive East, Indianapolis, IN 46280 / 317.590.7522 / Meg@MegPromo.com
eight employees plus Day of Event employees (MEG & Associates pay for their work).
The following expenses MEG & Associates are not responsible for:
A. Printing materials or costs
B. Postage
C. Flyers, brochures, any promotional materials
D. Operational expenses or computer expenses (internet)
E. Any other miscellaneous expenses
April 8, 2022
MEG and Associates Date
City of Carmel Date
7/6/2022
MEG & ASSOCIATES LLC
INDIANAPOLIS, IN 46280 -
106664
9875 LAKEWOOD DR EAST
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
ADDITIONAL SERVICES - EVENT PLANNING & MEDIA
SERVICES
COMMUNITY RELATIONS
1 CIVIC SQ
Carmel, IN 46032-
365626
UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY
Page 1 of 1
67160
1203Department:101Fund:General Fund
43-590.03Account:
ADDITIONAL SERVICES - EVENT PLANNING & MEDIA
SERVICES
1 $14,000.00 $14,000.00Each
14,000.00SubTotal
14,000.00
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. 106664
ORDERED BY
TITLE
CONTROLLER
COMMUNITY RELATIONS
1 Civic Square
Carmel, IN 46032-
Nancy Heck James Crider
Director Director of Administration
CzTfshfzHsfdivlijobu21;26bn-Kvo41-3133
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 7/13/22
BPW 7/20/22
REVIEWED/APPROVED VIA EMAIL CPD KEITH 7/8/22
CPF HEAVNER 7/8/22
CRED BREWER 7/11/22
SEE NEXT PAGE
SEE NEXT PAGE
CLERK 7-13-22
BPW 7-20-22
REVIEWED/APPROVED VIA EMAIL CPD KEITH 7-8-22
CFD HEAVNER 7-8-22
CRED BREWER 7-11-22
---- PM
ENG KIRSH 7-9-22 (ROUTE)
1:30 PM
CLERK 7-13-22
BPW 7-20-22
REVIEWED/APPROVED VIA EMAIL CPD KEITH 7/8/22
CFD HEAVNER 7/8/22
CRED BREWER 7/11/22
CLERK 7-13-22
BPW 7-20-22
REVIEWED AND APPROVED
VIA EMAIL CPD KEITH 7/8/22
CFD HEAVNER 7/8/22
CRED BREWER 7/11/22
CPA ADAMS 7/8/22
CLERK 7-13-22
BPW 7-20-22
REVIEWED/APPROVED VIA EMAIL CPD KEITH 7-8-22
CFD HEAVNER 7-8-22
CRED BREWER 7-11-22
CPA ADAMS 7-8-22
RESOLUTION NO. BPW 07-20-22-03
A RESOLUTION OF THE BOARD OF PUBLIC WORKS AND SAFETY
OF THE CITY OF CARMEL, INDIANA, APPROVING THE TRANSFER AND
PRESENTATION OF PISTOL AND BADGE
WHEREAS, pursuant to IC 5-22-22-6, the Board of Public Works and Safety of the City of
Carmel, Indiana (“Board”), may transfer to another certain personal property; and
WHEREAS, Master Patrol Officer Scott L. Moore has provided over 32 years of
meritorious service to the Carmel community as a Carmel City Police Officer, and will be retiring
on August 8, 2022; and
WHEREAS, it has been a long-standing policy and practice of the Carmel Police
Department to present to each of its sworn officers, upon retirement, their badge and firearm.
NOW, THEREFORE, BE IT RESOLVED by the Board, as follows:
Section 1. The foregoing Recitals are incorporated herein by this reference.
Section 2. The following items may be transferred and presented to Master Patrol Officer
Scott L. Moore upon his retirement, at the direction of the Chief of Police:
Master Patrol Officer Moore’s Service Weapon, Glock Model 17, 9 mm Pistol and
accessories and
Carmel Police Department Badge/marked “Retired.”
SO RESOLVED.
Resolution No. 07-20-22-03
Page One of Two Pages
This Resolution was prepared by Jon Oberlander, Carmel Corporation Counsel, on 7/6/2022 at 1:19
PM. No subsequent revision to this Resolution has been reviewed by Mr. Oberlander for legal
sufficiency or otherwise.
PASSED by the Board of Public Works and Safety of the City of Carmel, Indiana, this
day of , 2022, by a vote of ayes and nays.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and
Safety (“Board”)
By:
James Brainard, Presiding Officer
Date:
Mary Ann Burke, Member
Date:
Lori Watson, Member
Date:
ATTEST:
Sue Wolfgang, Clerk
Date:
Resolution No. 07-20-22-03
Page Two of Two Pages
This Resolution was prepared by Jon Oberlander, Carmel Interim Corporation Counsel, on 7/6/2022
1:19 PM. No subsequent revision to this Resolution has been reviewed by Mr. Oberlander for legal
sufficiency or otherwise.
20th July
City of Carmel .
Carmel Police Department
3 Civic Square ti
Carmel, Indiana 46032
July 5, 2022
City of Carmel
Board of Public Works
and Safety
One Civic Square
Carmel, IN 46032
Dear Members:
I respectfully request Board approval to have the below listed weapon and badge deleted from
the Police Department inventory:
Glock, Model 17, 9mm Pistol and accessories
Carmel Police Department Badge / marked Retired
As has been the custom and practice of the City and Department, the weapon and badge will be
presented to Master Patrol Officer Scott L. Moore, who will retire on August 8, 2022, from the
Carmel Police Department, with thirty-two years of service to the Carmel community as a police
officer.
Respectfully.
Jeffrey J. Horner
Chief of Police
Carmel Police Department
JJH/tka
317) 571-2500 A Nationally Accredited' Law`Enforcement Agency www.carmelpd.com
CzTfshfzHsfdivlijobu3;69qn-Kvm19-3133
July 22
Holly J. Harmeyer
Hamilton
12/15/2029
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