HomeMy WebLinkAboutResolution_BPW_12-21-22-03;_Reagan_Outdoor_Advertising;_($11,760.00);_Holidays_in_Carmel_AdvertisingRESOLUTION NO. BPW 12-21-22-03
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR
WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter
into contracts; and
WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe
City; and
WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard,
has caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and
WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
follows:
1. The foregoing Recitals are incorporated herein by this reference.
2. The receipt of the Contract is hereby acknowledged.
3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public
for review.
SO RESOLVED this day of , 2022.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
James Brainard, Presiding Officer
Date:
Mary Ann Burke, Member
Date:
Lori S. Watson, Member
Date:
ATTEST:
Sue Wolfgang, Clerk
Date:
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6. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense.
7. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein;
c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
1) terminate all or any parts of the Media Display 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.
8. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor’s performance of its obligations under this Addendum and Media Display
Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to
indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of
such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination
of this Addendum. Vendor’s indemnification and hold harmless obligations shall be limited to available
insurance proceeds paid out from insurance policies carried by Vendor at the time a claim for indemnification
is made to Vendor.
9. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, Vendors and sub-
contractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Addendum with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran
status.
10. E-VERIFY:
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the “Indiana E-Verify Law”), Vendor is required to enroll in and verify the work
eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit
attached herein as Exhibit B, affirming that it is enrolled and participating in the E-verify program and does
not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation indicating that it has enrolled and is participating in the E-Verify program. Should
Vendor subcontract for the performance of any work under and pursuant to this Addendum, 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 Addendum 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.
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11. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Addendum shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
party of a breach of any provision of this Addendum constitute a waiver of any succeeding breach of the
same or any other provision hereof.
12. NON-ASSIGNMENT:
Vendor shall not assign or pledge this Addendum, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Addendum without City’s prior written consent.
13. GOVERNING LAW; LAWSUITS:
The Media Display Agreement and this Addendum are to be construed in accordance with and governed by
the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event
a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an
appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for
and has jurisdiction over same.
14. SEVERABILITY:
If any term of this Addendum is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Addendum shall remain in full force and effect.
15. TERMINATION:
15.1 Notwithstanding anything to the contrary contained in Media Display Agreement or this Addendum,
City may, upon notice to Vendor, immediately terminate Media Display Agreement for cause, in the
event of a default hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered
to pay for the Goods and Services to be provided hereunder. In the event of such termination,
Vendor shall be entitled to receive only payment for the undisputed invoice amount representing
conforming Goods and Services delivered as of the date of termination, except that such payment
amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties
have previously agreed in writing to a greater amount.
15.2 City may terminate Media Display Agreement at any time upon thirty (30) days prior notice to
Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the
undisputed invoice amount of conforming Goods and Services delivered as of the date of
termination, except that such payment amount shall not exceed the Estimate amount in effect at the
time of termination, unless the parties have previously agreed in writing to a greater amount.
16. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into Media Display Agreement and this
Addendum and that the persons executing Media Display Agreement and this Addendum have the authority
to bind the party which they represent.
17. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
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