HomeMy WebLinkAboutHypemarks Inc. dba TINT/CRED/$7,800/Addendum to Service Agreement1
ADDENDUM TO SERVICES PROPOSAL AND AGREEMENT
This Addendum is entered into by and between the City of Carmel, Indiana by and through its Board of
Public Works and Safety (the “City”) and Hypemarks Inc., d.b.a. TINT, a business entity authorized to do business in
the State of Indiana (“the Vendor”).
The purpose of this Addendum is to add and clarify certain terms and conditions set forth in the attached SaaS
Services Proposal and referenced TINT Terms of Service prepared by the Vendor (collectively the “Agreement”). Any
inconsistency, conflict, or ambiguity between this Addendum and the Agreement shall be resolved by giving
precedence and effect to this Addendum.
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Addendum, and agrees that its execution of
same constitutes its acceptance of all of the Addendum’s terms and conditions.
2. TIME AND PERFORMANCE:
This Addendum and the Agreement shall become effective as of the last date on which a party hereto
executes same (“Effective Date”), and both parties shall thereafter perform their obligations hereunder in a
timely manner or as specified in the Agreement. Time is of the essence of this Addendum and the
Agreement.
3. 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.
4. NON-DISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, Vendors and sub-Vendors
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 under the Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, or disabled veteran status.
5. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
6. E-VERIFY:
If Vendor has any employees in the United States of America, 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 will be required to enroll in and verify the work eligibility status of its newly-hired
employees using the E-Verify program, affirming that it is enrolled and participating in the E-Verify program
and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City
with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Vendor
subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with
the Indiana E-Verify Law as regards each such 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
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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.
7. PAYMENT TERMS:
Upon receipt of the invoice for the services provided, as outlined in the Agreement, the City shall pay Vendor
for such goods and services within thirty-five (35) days after the date of City’s receipt of Vendor's invoice
detailing same, so long as and to the extent such goods and services are not disputed, are in conformance
with the specifications set forth in the Agreement and Vendor has otherwise performed and satisfied all the
terms and conditions of this Addendum and the Agreement. All payments, fees, and any late payments shall
be pursuant to Indiana Prompt Payment Statute; Ind. Code 5-17-5- et al.
8. NON-APPROPRIATION:
In the event no funds are appropriated for the Agreement or its renewal in 2024 through 2025
budgets or any subsequent budgets by the City’s legislative body, the City, upon providing written
notice to Vendor, has the right to terminate the Agreement without penalties of any sort.
9. REQUIRED DISCLOSURE:
In addition to any exceptions to disclosing of confidential information referenced in the Agreement, the City,
upon consulting and providing notice to Vendor, may disclose such confidential information if such disclosure
is required by any federal or state law. The City shall not disclose any information that would be deemed
proprietary or constitute a trade secret unless ordered so by a court of competent jurisdiction.
10. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Addendum or the Agreement, including Vendor’s warranties; (b) fails to provide the goods and services as
specified in this Addendum and the Agreement; (c) fails to make progress so as to endanger timely and
proper provision of the goods and services and does not correct such failure or breach within five (5)
business days (or such shorter period of time as is commercially reasonable under the circumstances) after
receipt of notice from the City specifying such failure or breach; or (d) becomes insolvent, is placed into
receivership, makes a general assignment for the benefit of creditors or dissolves, each such event
constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of the
Agreement and this Addendum, without liability to Vendor; and (2) exercise all other rights and remedies
available to City at law and/or in equity.
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IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA Hypermarks Inc, d.b.a. TINT
by and through its Board of Public
Works and Safety
By: By:
James Brainard, Presiding Officer Authorized Signature
Date:
PrintedName
Mary Ann Burke, Member
Date:
Title
Lori S. Watson, Member FID/TIN:
Date:
ATTEST: Date:
Sue Wolfgang, Clerk
Date:
6.8.2023
45-3762138
VP, Sales
Vincent S. Hearn, Jr.
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6/21/2023
6/21/2023
6/21/2023
6/21/2023
SaaS Services Proposal
SELLER BUYER
TINT
122 E Houston St
San Antonio, TX 78205
Date: June 8, 2023
Name:Gabrielle Tidrow
Email:gtidrow@carmel.in.gov
Company:City of Carmel
Pricing Expiration:June 30, 2023
Plan Start Date Plan End Date
6/30/2023 6/29/2024
Product Description Quantity Price Subtotal
TINT Pricing Total 1 $7,800.00 $7,800.00
TINT UGC platform
Web gallery + Shoppable
TINT Web Embed
Shoppable Commerce Package
CTAs)
25 Network Connections
5 collaborators
Web Themes
Advanced Social + Hashtags + SMS
Approval + Auto Moderation
TINT Analytics
100,000 Posts per Month
1 $0.00 $0.00
Experience Builder -
Annual
Product - Experience Builder Annual
12 Experiences
All Available ExB Templates
1 $0.00 $0.00
UGC Studio + Rights
Management
Unlimited Rights Requests
10,000 Stored Assets
Marketing Suite Integrations
Hosted Legal Terms
Hosted Assets
1 $0.00 $0.00
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SaaS Services Proposal
Signage Inform -
Annual
Digital Signage Package to
beautiful display UGC on
any compatible screen via
URL.
12 Network Connections
2 collaborators
Signage Themes
Approval Moderation
2 TINTmixes
TINT Analytics
100,000 Posts per Month
1 $0.00 $0.00
Total $7,800.00
To Request for an Invoice
You can also proceed with a credit card / ACH payment after signing this form below**
Payment Term Payment Contact
Term:Net 30 AP Name:
PO / IO Number:AP Email:
Preferred Payment Method:Invoice AP Phone:
Special Invoice Instructions:Billing Address:
Additional Optional Usage:
Subject to Usage Limits, additional Posts may be purchased in accordance with the following schedule:
100,000 to 500,000 posts $1,500 per annum or $150 per month additional fee
500,000 to 1,000,000 posts $1,200 per annum or $120 per month additional fee
Each additional 1,000,000 posts $2,500 per annum or $250 per month additional fee
Payment Terms: In the absence of contrary payment terms in any Master Subscription Agreement, Order Forms or Invoices,
amounts properly payable and not otherwise disputed by Buyer will be paid by Buyer within thirty (30) calendar days of receipt
1 Civic Square, Carmel, IN
46032
(317)571-279
1
mmcvicker@carmel.in.go
v
Megan
McVicker
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SaaS Services Proposal
of an Invoice. All Services are sold on a subscription basis and all subscriptions will automatically renew for additional periods
equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-
renewal at least thirty (30) days before the end of the relevant subscription term. Amounts payable shall be invoiced by Seller
and paid by Buyer in U.S. Dollars.
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SaaS Services Proposal
This is a quotation on the services listed, subject to the terms and conditions of a standing TINT Master
Services Agreement or, in absence of an agreement, TINT's standard Terms of Service. By signing I hereby
acknowledge receipt of the quotation and understand the services as listed. Final sale shall be subject to
purchase through http://tintup.com or payment of an Invoice.
Signed:
Name:
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6/12/2023
TINT
SUITE 105
SAN ANTONIO, TX 78205 -
109807
122 E HOUSTON STREET
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
COMMUNITY RELATIONS
1 CIVIC SQ
Carmel, IN 46032-
377270
UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY
Page 1 of 1
78358
1203Department:101Fund:General Fund
43-590.03Account:
TINT UGCPLATFORM1 $7,800.00 $7,800.00Each
7,800.00SubTotal
7,800.00
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. 109807
ORDERED BY
TITLE
CONTROLLER
COMMUNITY RELATIONS
1 Civic Square
Carmel, IN 46032-
Nancy Heck James Crider
Director Director of Administration
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