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Paperless Packet for BPW 07.05.23
Board of Public Works and Safety Meeting Agenda Wednesday, July 5, 2023 – 10:00 a.m. Council Chambers City Hall, One Civic Square MEETING CALLED TO ORDER 1.MINUTES a.Minutes from the June 21st, 2023, Regular Meeting 2.BID OPENING AND AWARD a.Bid Opening for 23-STR-07 Brookshire Paving b.Bid Award for 106th Street Lift Expansion Project 3.PERFORMANCE BOND REDUCTION APPROVAL REQUEST a.Resolution BPW 07-05-23-02; Bond Release for Tom Wood Subaru Annex; Erosion Control; Gibson Commercial Construction 4.CONTRACTS a.Request for Purchase of Goods and Services; Proteam Tactical Performance, LLC; ($8,800.00); Shield Mobile App Subscription; Dave Haboush, Fire Chief b.Request for Purchase of Goods and Services; American Structurepoint; ($40,867.29); 16-ENG-37 116th and Rangeline RAB; Change Order #5; Jeremy Kashman, City Engineer c.Request for Purchase of Goods and Services; CrossRoad Engineers, P.C.; ($279,000.00); 22-ENG-13 2022 Bond Various Path/Walk and Drainage Projects; Additional Services Amendment; Jeremy Kashman, City Engineer d.Resolution BPW 07-05-23-01; A Resolution of the City of Carmel Board of Public Works and Safety Acknowledging Agreement Between City and Vendor; The Archer Company, LLC; ($27,500.00); Salary and Compensation Plan Update Study; Lisa Hartz, Director of Human Resources e.Request for Purchase of Goods and Services; National Pavement Maintenance, LLC; ($65,070.00); Road Preservation; Matt Higginbotham, Street Commissioner f.Request for Purchase of Goods and Services; Retro-Tech Systems, LLC; ($767,791.00); Solar Procurement and Installation; John Duffy, Director of Utilities 5.REQUEST TO USE CITY STREETS/PROPERTY a.Request to Use/Close City Streets and Request to Use Midtown Plaza; Brews on the Boulevard; July 28 – July 31, 2023; 8:00 AM – 10:00 PM; Sondra Schwieterman, City of Carmel b.Request to Use/Close City Streets; CarmelFest; July 4, 2023; 8:00 AM – 11:00 PM; Steve Krusie, Rotary Club of Carmel dba CarmelFest c.Request to Use/Close City Streets; 2024 Carmel Marathon; April 13, 2024; 4:00 AM – 4:00 PM; Jay Druba, Full Circle Events d.Request for Rolling Closure/Lane Restrictions of City Streets and Request to Use Midtown Plaza; Carmel Chinese Mooncake Festival; September 30, 2023; 9:00 AM – 9:00 PM; Meg Gates Osborn, City of Carmel e.Request to Use/Close City Streets; Concert; July 23, 2023; 2:00 PM – 8:00 PM; Cynthia Compton, MacArthur Books f.Request to Use/Close City Streets; Family Summer Concert Series; Wednesday Evenings July 5 – September 27, 2023; 5:00 PM – 10:30 PM; Melanie Brewer, Fountain Square Committee 6.OTHER a.Request for Consent to Encroach and Variance; 321 1st Ave. SE; Derek & Amy Van Ostrand Fakehany, Property Owners b.Request for Dedication and Deed of Public Right-of-Way; 10534 Hussey Lane; Megan Pace and Joshua Smiley, Property Owners c.Request for Grant of Perpetual Stormwater Quality Management Easement; 10534 Hussey Lane; Megan Pace and Joshua Smiley, Property Owners d.Request for Grant of Water Quality Preservation Easement; 10534 Hussey Lane; Megan Pace and Joshua Smiley, Property Owners e.Request for Parking and Sidewalk Restrictions; Midtown Flats - 591 Monon Blvd; Malachi Johnson, JC Hart f.Request for Replat; Sanctuary at 116th Section 3, Lots 106 – 108; Krieg Devault, LLP 7.ADJOURNMENT 1 Board of Public Works and Safety Meeting 2 Minutes 3 Wednesday, June 21, 2023 – 10:00 a.m. 4 Council Chambers City Hall, One Civic Square 5 6 7 MEETING CALLED TO ORDER 8 9 Mayor James Brainard called the meeting to order at 10:00 AM 10 11 MEMBERS PRESENT 12 13 Mayor James Brainard, Board Members Mary Ann Burke and Lori Watson, and Deputy Clerk Jessica 14 Komp were present. 15 16 MINUTES 17 18 Minutes from the June 7, 2023 Regular Meeting. Board Member Burke moved to approve. Board 19 Member Watson seconded. Minutes were approved 2-0. (Brainard abstained). 20 21 BID OPENING AND AWARD 22 23 Bid Opening for 106th Street Lift Station Expansion Project 24 Lori Watson opened the bids and Mayor Brainard read them aloud: 25 26 Contractor Quote 27 Thieneman Construction, Inc. $6,310,000.00 a.) $35,000.00 b.) $191,000.00 28 Ottenweller Contracting, LLC* $4,273,000.00 a.) $83,000.00 b.) $190,512.00 29 Wilhelm Construction, Inc. $6,877,000.00 a.) $114,000.00 b.) $141,000.00 30 31 *Bidder asked for bid to be withdrawn, as it was incomplete. 32 33 Bid Award for BPW 23-STR-06 Palladium Pavers 34 Crystal Edmondson, Operations Manager of Carmel Street Department, recommended awarding the 35 bid to Decorative Paving Co., as they were the lowest, most responsive bidder. Board Member Burke 36 moved to award the bid to Decorative Paving Co. in the amount of $174,125.00. Board Member 37 Watson seconded. Award approved 3-0. 38 39 CONTRACTS 40 41 Request for Purchase of Goods and Services; SignCraft Industries, Inc.; ($12,873.69); Monument 42 Sign; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-43 0. 44 45 Request for Purchase of Goods and Services; TINT; ($7,800.00); UGC Platform; Amendment to 46 Agreement; Board Member Burke moved to approve. Board Member Watson seconded. Request 47 approved 3-0. 48 49 Request for Purchase of Goods and Services; USI Consultants, Inc.; ($64,900.00); 22-ENG-12 50 Westfield Blvd Path Design; Board Member Burke moved to approve. Board Member Watson 51 seconded. Request approved 3-0. 52 53 Request for Purchase of Goods and Services; VS Engineering, Inc.; ($299,400.00); 22-ENG-08 136th 54 Street Trail Connections; Board Member Burke moved to approve. Board Member Watson seconded. 55 Request approved 3-0. 56 57 Request for Purchase of Goods and Services; Conference Technologies, Inc.; ($227,049.86); Council 58 Chambers AV Equipment; Additional Services Amendment; Board Member Burke moved to approve. 59 Board Member Watson seconded. Request approved 3-0. 60 61 Request for Purchase of Goods and Services; Howard Asphalt, LLC; ($4,537.50); 23-STR-01 Paving 62 Program; Change Order #4; Board Member Burke moved to approve. Board Member Watson 63 seconded. Request approved 3-0. 64 65 Request for Purchase of Goods and Services; Gridlock Traffic Systems; Inc.; ($102,500.60); Road 66 Striping; Additional Services Amendment; Board Member Burke moved to approve. Board Member 67 Watson seconded. Request approved 3-0. 68 69 REQUEST TO USE CITY STREETS/PROPERTY 70 71 Request to Use Midtown Plaza; Popcorn Sales; August 3, 10, 17, 24 & 31, 2023; 5:30 PM – 8:00 PM; 72 Board Member Burke moved to approve; Board Member Watson seconded. Request approved 3-0. 73 74 Request to Use/Close City Street; Lawnmower Race; September 30, 2023; 8:00 AM – 10:00 PM; 75 Board Member Burke moved to approve; Board Member Watson seconded. Request approved 3-0. 76 77 Request to Use Midtown Plaza; Club Kickoff Event; July 1, 2023; 7:00 AM – 11:00 AM; Board 78 Member Burke moved to approve; Board Member Watson seconded. Request approved 3-0. 79 80 Request to Use/Close City Streets; Parade; September 22, 2023; 12:45 PM – 1:30 PM; Board Member 81 Burke moved to approve; Board Member Watson seconded. Request approved 3-0. 82 83 Request to Use/Close City Streets and Request to Use Carter Green, Civic Square Fountain Area, 84 Civic Square Gazebo & Lawn, Monon & Main Plaza and Midtown Plaza; Concert Festival; August 11 85 & 12, 2023; 8:00 AM – 12:00 AM; Board Member Burke moved to approve; Board Member Watson 86 seconded. Request approved 3-0. 87 88 Request to Use/Close City Streets; 5K Race; December 23, 2023; 8:00 AM – 10:00 AM; Board 89 Member Burke moved to approve; Board Member Watson seconded. Request approved 3-0. 90 91 Request to Use Carter Green; Picnic; July 13, 2023; 5:00 PM – 10:00 PM; Board Member Burke 92 moved to approve; Board Member Watson seconded. Request approved 3-0. 93 94 Request to Use Midtown Plaza; Military Booth; June 30, 2023; 12:00 PM – 3:00 PM; Board Member 95 Burke moved to approve; Board Member Watson seconded. Request approved 3-0. 96 97 OTHER 98 99 Request for Grant of Perpetual Stormwater Quality Management Easement; 4160 E. 96th Street; Board 100 Member Burke moved to approve based on all conditions by City Engineers being met. Board Member 101 Watson seconded. Request approved 3-0. 102 Request for Consent to Encroach and Variance; 13594 Dallas Drive; Board Member Burke moved to 103 approve based on all conditions by City Engineers being met. Board Member Watson seconded. 104 Request approved 3-0. 105 106 Request for Consent to Encroach and Variance; 13656 Smokey Hollow Place; Board Member Burke 107 moved to approve based on all conditions by City Engineers being met. Board Member Watson 108 seconded. Request approved 3-0. 109 110 Request for Stormwater Technical Standards Waiver; 11380 N. Illinois Street; Board Member Burke 111 moved to approve based on all conditions by City Engineers being met. Board Member Watson 112 seconded. Request approved 3-0. 113 114 Request for Right of Way Dedication and Deed; West 126th Street; Board Member Burke moved to 115 approve based on all conditions by City Engineers being met. Board Member Watson seconded. 116 Request approved 3-0. 117 118 ADD-ONS 119 120 Board Member Burke moved to add one item to the agenda. Board Member Watson seconded. 121 Approved 3-0. 122 123 Resolution BPW 06-21-23-01; Temporary Parking Restriction 124 The Street Department requests the approval of a temporary on-street parking restriction on Rolling 125 Hills Drive. The Common Council will be voting to make this restriction permanent on July 17th, as 126 this parking restriction was always intended. Presented by Sergey Grechukhin, Office of Corporation 127 Counsel. Board Member Burke moved to approve the award. Board Member Watson seconded. 128 Approved 3-0. 129 130 ADJOURNMENT 131 132 Mayor James Brainard adjourned the meeting at 10:10 a.m. 133 134 135 136 137 APPROVED: ____________________________________ 138 Sue Wolfgang – City Clerk 139 140 141 142 _____________________________________ 143 Mayor James Brainard 144 145 146 ATTEST: 147 __________________________________ 148 Sue Wolfgang – City Clerk 149 CzTfshfzHsfdivlijobu22;45bn-Kvo2:-3134 Proteam Tactical Performance, LLC Fire Department - 2023 Appropriation #1120 102 44-632.02 Ambulance Capital Fund; P.O. #109769 Contract Not To Exceed $8,800.00 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense. 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers’ compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor’s agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor’s provision of Goods and Services pursuant to or under this Agreement or Vendor’s use of City property. Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor’s agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\DIXQRAJ3\\Proteam Tactical Performance LLC Goods and Services (1).docx:5/31/2023 11:36 AM\] 2 Proteam Tactical Performance, LLC Fire Department - 2023 Appropriation #1120 102 44-632.02 Ambulance Capital Fund; P.O. #109769 Contract Not To Exceed $8,800.00 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor’s performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. E-VERIFY: Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the “Indiana E-Verify Law”), Vendor is required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein as Exhibit D, affirming that it is enrolled and participating in the E-Verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Vendor subcontract for the performance of any work under and pursuant to this Agreement, itshall fully comply with the Indiana E- Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E- Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease to exist. 13. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 14. NON-ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City’s prior written consent. 15. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement. 16. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except 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. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\DIXQRAJ3\\Proteam Tactical Performance LLC Goods and Services (1).docx:5/31/2023 11:36 AM\] 3 Proteam Tactical Performance, LLC Fire Department - 2023 Appropriation #1120 102 44-632.02 Ambulance Capital Fund; P.O. #109769 Contract Not To Exceed $8,800.00 17. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 18. NOTICE: Any notice provided for in this Agreement will be sufficient if itis in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel AND City of Carmel Fire Department Office of Corporation Counsel 210 Veterans Way One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 If to Vendor: Proteam Tactical Performance, LLC 1531 E Northfield Dr, Suite 300 Brownsburg, Indiana 46112 Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice. 19. TERMINATION: 19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate. 20. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 21. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor’s time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\DIXQRAJ3\\Proteam Tactical Performance LLC Goods and Services (1).docx:5/31/2023 11:36 AM\] 4 Proteam Tactical Performance, LLC Fire Department - 2023 Appropriation #1120 102 44-632.02 Ambulance Capital Fund; P.O. #109769 Contract Not To Exceed $8,800.00 such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City’s authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 22. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19 hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2023 and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. 23. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 24. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 26. DEBARMENT AND SUSPENSION 26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Vendor. 26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 27. IRAN CERTIFICATION Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 28. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\DIXQRAJ3\\Proteam Tactical Performance LLC Goods and Services (1).docx:5/31/2023 11:36 AM\] 5 Ebwje!N/!Tnjui Ejsfdups!pg!Cvtjoftt!Efwfmpqnfou 94.2281:93 702303134 Exhibit A EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker’s Compensation & Disability Statutory Limits Employer’s Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): $500,000 Products/Completed Operations: $500,000 Personal & Advertising Injury Policy Limit: $500,000 Each Occurrence Limit: $250,000 Fire Damage (any one fire): $250,000 Medical Expense Limit (any one person): $ 50,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Single Limit: $500,000 each accident Injury and property damage: $500,000 each accident Policy Limit: $500,000 Umbrella Excess Liability Each occurrence and aggregate: $500,000 Maximum deductible: $ 10,000 Ebwje!N/!Tnjui QspUfbn!Ubdujdbm!Qfsgpsnbodf Ejsfdups!pg!Cvtjoftt!Efwfmpqnfou 23ui34Kvof Ebwje!N/!Tnjui Ebwje!N/!Tnjui 5/24/2023 PROTEAM TACTICAL PERFORMANCE LLC SUITE 300 BROWNSBURG, IN 46112 - 109769 1531 E NORTHFIELD DR 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 Shield Mental Health App Carmel Fire Department 210 Veterans Way Carmel, IN 46032- 377237 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 77880 1120Department:102Fund:Ambulance Capital Fund 44-632.02Account: Shield Behavioral Health Mobile App - 12Months1 $8,800.00 $8,800.00Each 8,800.00SubTotal 8,800.00 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. 109769 ORDERED BY TITLE CONTROLLER Carmel Fire Department 210 Veterans Way Carmel, IN 46032- Denise Snyder Accreditation/Budget Administrator CzTfshfzHsfdivlijobu5;47qn-Kvo26-3134 CzTfshfzHsfdivlijobu9;48bn-Kvo2:-3134 Exhibit A RESOLUTION NO. BPW 07-05-23-01 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 (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 , 2023. 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\\2023\\Acknowledge Agreement TheAcherCompany LLC.docx6/16/202311:23AM CzTfshfzHsfdivlijobu2;46qn-Kvo31-3134 National Pavement Maintenance, LLC Street Department - 2023 Appropriation #2201 2201 43-502.02 Motor Vehicle Highway Fund; P.O. #109757 Contract Not To Exceed $65,070.00 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense. 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers’ compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor’s agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor’s provision of Goods and Services pursuant to or under this Agreement or Vendor’s use of City property. Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor’s agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\DIXQRAJ3\\National Pavement Maintenance LLC Goods and Services.docx:5/18/2023 10:00 AM\] 2 National Pavement Maintenance, LLC Street Department - 2023 Appropriation #2201 2201 43-502.02 Motor Vehicle Highway Fund; P.O. #109757 Contract Not To Exceed $65,070.00 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor’s performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. E-VERIFY: Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the “Indiana E-Verify Law”), Vendor is required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein as Exhibit D, affirming that it is enrolled and participating in the E-Verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E- Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E- Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease to exist. 13. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 14. NON-ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City’s prior written consent. 15. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement. 16. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except 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. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\DIXQRAJ3\\National Pavement Maintenance LLC Goods and Services.docx:5/18/2023 10:00 AM\] 3 National Pavement Maintenance, LLC Street Department - 2023 Appropriation #2201 2201 43-502.02 Motor Vehicle Highway Fund; P.O. #109757 Contract Not To Exceed $65,070.00 17. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 18. NOTICE: Any notice provided for in this Agreement will be sufficient if itis in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel AND City of Carmel Street Department Office of Corporation Counsel st3400W131 Street One Civic Square Carmel, Indiana 46074 Carmel, Indiana 46032 If to Vendor: National Pavement Maintenance, LLC 1928 N Campbell Avenue Indianapolis, Indiana 46218 Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice. 19. TERMINATION: 19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate. 20. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 21. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor’s time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\DIXQRAJ3\\National Pavement Maintenance LLC Goods and Services.docx:5/18/2023 10:00 AM\] 4 National Pavement Maintenance, LLC Street Department - 2023 Appropriation #2201 2201 43-502.02 Motor Vehicle Highway Fund; P.O. #109757 Contract Not To Exceed $65,070.00 such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City’s authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 22. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19 hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2023 and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. 23. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 24. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 26. DEBARMENT AND SUSPENSION 26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Vendor. 26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 27. IRAN CERTIFICATION Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 28. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. C:\\Users\\clivingston\\AppData\\Local\\Microsoft\\Windows\\INetCache\\Content.Outlook\\DIXQRAJ3\\National Pavement Maintenance LLC Goods and Services.docx:5/18/2023 10:00 AM\] 5 Exhibit A EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker’s Compensation & Disability Statutory Limits Employer’s Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): $500,000 Products/Completed Operations: $500,000 Personal & Advertising Injury Policy Limit: $500,000 Each Occurrence Limit: $250,000 Fire Damage (any one fire): $250,000 Medical Expense Limit (any one person): $ 50,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Single Limit: $500,000 each accident Injury and property damage: $500,000 each accident Policy Limit: $500,000 Umbrella Excess Liability Each occurrence and aggregate: $500,000 Maximum deductible: $ 10,000 5/17/2023 NATIONAL PAVEMENT MAINTENANCE LLC INDIANAPOLIS, IN 46218 - 109757 1928 N CAMPBELL 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 Street Department 3400 W. 131st Street Carmel, IN 46074- 317) 733-2001 377227 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 Matt Higginbotham 77693 2201Department:2201Fund:Motor Vehicle Highway FND 43-502.02Account: Road Preservation - CherryCreek1 $65,070.00 $65,070.00Each 65,070.00SubTotal 65,070.00 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. 109757 ORDERED BY TITLE CONTROLLER Street Department 3400 W. 131st Street Carmel, IN 46074- Lee Higginbotham 317) 733-2001 Commissioner Document A105® – 2017 Standard Short Form of Agreement Between Owner and Contractor Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 1 This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AGREEMENT made as of the Twenty-first day of June in the year Two Thousand Twenty-three (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status, address and other information) City of Carmel, Indiana - Utilities, Sole Proprietorship 30 West Main Street Carmel, Indiana 46032 Telephone Number: (317) 571-2442 and the Contractor: (Name, legal status, address and other information) Retro-Tech Systems, Limited Liability Company 853 Eastport Centre Drive Valparaiso, IN 46383 Telephone Number: 844-787-8326 for the following Project: (Name, location and detailed description) City of Carmel Utilities and Street Department Solar Installation 3400 West 131st Street, Carmel, IN 46032 Solar Procurement and Installation. 313 kWdc / 250 kWac on the Utilities Building 3400 West 131st Street and 140 kWdc / 125 kWac on the Street Department Building. Both are located at 3400 West 131st Street, Carmel, IN 46032 The Architect: (Name, legal status, address and other information) Telamon Energy, Subchapter S Corporation 1000 East 116th Street Carmel, IN 46032 Telephone Number: 317-818-6888 The Owner and Contractor agree as follows. Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 2 TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3 CONTRACT SUM 4 PAYMENTS 5 INSURANCE 6 GENERAL PROVISIONS 7 OWNER 8 CONTRACTOR 9 ARCHITECT 10 CHANGES IN THE WORK 11 TIME 12 PAYMENTS AND COMPLETION 13 PROTECTION OF PERSONS AND PROPERTY 14 CORRECTION OF WORK 15 MISCELLANEOUS PROVISIONS 16 TERMINATION OF THE CONTRACT 17 OTHER TERMS AND CONDITIONS ARTICLE 1 THE CONTRACT DOCUMENTS The Contractor shall complete the Work described in the Contract Documents for the Project. The Contract Documents consist of .1 this Agreement signed by the Owner and Contractor; .2 the drawings and specifications prepared by the Architect, dated , and enumerated as follows: Drawings: Number Title Date City of Carmel Utilities Solar City of Carmel Street Department Solar Revision 3 Revision 1 2/27/23 4/10/23 Specifications: Section Title Pages 26 05 01 26 05 03 26 05 19 26 05 26 26 05 33 General Provisions Completion and Startup Low Voltage Electrical … Grounding and Bonding Raceways and Boxes All All All All All Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 3 26 05 53 26 05 64 26 24 16 26 28 00 26 29 00 26 31 00 26 43 13 Identification of Electrical … Painting Panelboards Low Voltage Circuit … Low Voltage Controllers Photovoltaic Collectors Surge Protection Devices … All All All All All All All .3 addenda prepared by the Architect as follows: Number Date Pages 1 2 3 2/22/23 2/23/23 4/19/23 All All All .4 written orders for changes in the Work, pursuant to Article 10, issued after execution of this Agreement; and .5 other documents, if any, identified as follows: ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 2.1 The Contract Time is the number of calendar days available to the Contractor to substantially complete the Work. § 2.2 Date of Commencement: Unless otherwise set forth below, the date of commencement shall be the date of this Agreement. Date of Commencement is contingent upon all required material being on site. (Insert the date of commencement if other than the date of this Agreement.) § 2.3 Substantial Completion: Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion, as defined in Section 12.5, of the entire Work: (Check the appropriate box and complete the necessary information.) [ X ]Not later than ( ) calendar 45 ( Forty-Five ) working days from the date of commencement. [ ]By the following date: ARTICLE 3 CONTRACT SUM § 3.1 The Contract Sum shall include all items and services necessary for the proper execution and completion of the Work. Subject to additions and deductions in accordance with Article 10, the Contract Sum is: Seven Hundred Sixty-seven Thousand Seven Hundred Ninety-one Dollars and Zero Cents ($ 767,791.00 ) § 3.2 For purposes of payment, the Contract Sum includes the following values related to portions of the Work: (Itemize the Contract Sum among the major portions of the Work.) Portion of the Work Value § 3.3 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and hereby accepted by the Owner: Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 4 (Identify the accepted alternates. If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.) § 3.4 Allowances, if any, included in the Contract Sum are as follows: (Identify each allowance.) Item Price § 3.5 Unit prices, if any, are as follows: (Identify the item and state the unit price and quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) ARTICLE 4 PAYMENTS § 4.1 Based on Contractor’s Applications for Payment certified by the Architect, the Owner shall pay the Contractor, in accordance with Article 12, as follows: (Insert below timing for payments and provisions for withholding retainage, if any.) Thirty-five (35) days after the date of City’s receipt of Contractor’s invoice detailing same, so long as and to the extent such goods and services are not disputed, are in conformance with the specifications set forth in the Agreement and Contractor has otherwise performed and satisfied all the terms and conditions of this Addendum and the Agreement. All payment and any late payments fees shall be pursuant to Indiana Prompt Payment Statute; Ind. Code 5-17-5- et al. Retainage for this project is 10% of the total amount payable upon final completion and the satisfactory resolution of any and all punch list items. § 4.2 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate below, or in the absence thereof, at the legal rate prevailing at the place of the Project. (Insert rate of interest agreed upon, if any.) % ARTICLE 5 INSURANCE § 5.1 The Contractor shall maintain the following types and limits of insurance until the expiration of the period for correction of Work as set forth in Section 14.2, subject to the terms and conditions set forth in this Section 5.1: § 5.1.1 Commercial General Liability insurance for the Project, written on an occurrence form, with policy limits of not less than One Million ($ 1,000,000 ) each occurrence, Three Million ($ 3,000,000 ) general aggregate, and Two Million ($ 2,000,000 ) aggregate for products-completed operations hazard. § 5.1.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Contractor, with policy limits of not less than One Million ($ 1,000,000 ) per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance, and use of those motor vehicles along with any other statutorily required automobile coverage. § 5.1.3 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided that such primary and excess or umbrella insurance policies result in the same or greater coverage as those required under Section 5.1.1 and 5.1.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require exhaustion of the underlying limits only through the actual payment by the underlying insurers. Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 5 § 5.1.4 Workers’ Compensation at statutory limits. § 5.1.5 Employers’ Liability with policy limits not less than One Million ($ 1,000,000 ) each accident, One Million ($ 1,000,000 ) each employee, and One Million ($ 1,000,000 ) policy limit. § 5.1.6 The Contractor shall provide builder’s risk insurance to cover the total value of the entire Project on a replacement cost basis. § 5.1.7 Other Insurance Provided by the Contractor (List below any other insurance coverage to be provided by the Contractor and any applicable limits.) Coverage Limits § 5.2 The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance and shall provide property insurance to cover the value of the Owner’s property. The Contractor is entitled to receive an increase in the Contract Sum equal to the insurance proceeds related to a loss for damage to the Work covered by the Owner’s property insurance. § 5.3 The Contractor shall obtain an endorsement to its Commercial General Liability insurance policy to provide coverage for the Contractor’s obligations under Section 8.12. § 5.4 Prior to commencement of the Work, each party shall provide certificates of insurance showing their respective coverages. § 5.5 Unless specifically precluded by the Owner’s property insurance policy, the Owner and Contractor waive all rights against (1) each other and any of their subcontractors, suppliers, agents, and employees, each of the other; and (2) the Architect, Architect’s consultants, and any of their agents and employees, for damages caused by fire or other causes of loss to the extent those losses are covered by property insurance or other insurance applicable to the Project, except such rights as they have to the proceeds of such insurance. ARTICLE 6 GENERAL PROVISIONS § 6.1 The Contract The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a written modification in accordance with Article 10. § 6.2 The Work The term "Work" means the construction and services required by the Contract Documents, and includes all other labor, materials, equipment, and services provided, or to be provided, by the Contractor to fulfill the Contractor’s obligations. § 6.3 Intent The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all. § 6.4 Ownership and Use of Architect’s Drawings, Specifications and Other Documents Documents prepared by the Architect are instruments of the Architect’s service for use solely with respect to this Project. The Architect shall retain all common law, statutory, and other reserved rights, including the copyright. The Contractor, subcontractors, sub-subcontractors, and suppliers are authorized to use and reproduce the instruments of service solely and exclusively for execution of the Work. The instruments of service may not be used for other Projects or for additions to this Project outside the scope of the Work without the specific written consent of the Architect. § 6.5 Electronic Notice Written notice under this Agreement may be given by one party to the other by email as set forth below. Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 6 (Insert requirements for delivering written notice by email such as name, title, and email address of the recipient, and whether and how the system will be required to generate a read receipt for the transmission.) ARTICLE 7 OWNER § 7.1 Information and Services Required of the Owner § 7.1.1 If requested by the Contractor, the Owner shall furnish all necessary surveys and a legal description of the site. § 7.1.2 Except for permits and fees under Section 8.7.1 that are the responsibility of the Contractor, the Owner shall obtain and pay for other necessary approvals, easements, assessments, and charges. § 7.1.3 Prior to commencement of the Work, at the written request of the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract. The Contractor shall have no obligation to commence the Work until the Owner provides such evidence. § 7.2 Owner’s Right to Stop the Work If the Contractor fails to correct Work which is not in accordance with the Contract Documents, the Owner may direct the Contractor in writing to stop the Work until the correction is made. § 7.3 Owner’s Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies, correct such deficiencies. In such case, the Architect may withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the cost of correction, provided the actions of the Owner and amounts charged to the Contractor were approved by the Architect. § 7.4 Owner’s Right to Perform Construction and to Award Separate Contracts § 7.4.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and to award separate contracts in connection with other portions of the Project. § 7.4.2 The Contractor shall coordinate and cooperate with the Owner’s own forces and separate contractors employed by the Owner. ARTICLE 8 CONTRACTOR § 8.1 Review of Contract Documents and Field Conditions by Contractor § 8.1.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become familiar with local conditions under which the Work is to be performed, and correlated personal observations with requirements of the Contract Documents. § 8.1.2 The Contractor shall carefully study and compare the Contract Documents with each other and with information furnished by the Owner. Before commencing activities, the Contractor shall (1) take field measurements and verify field conditions; (2) carefully compare this and other information known to the Contractor with the Contract Documents; and (3) promptly report errors, inconsistencies, or omissions discovered to the Architect. § 8.2 Contractor’s Construction Schedule The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner’s and Architect’s information a Contractor’s construction schedule for the Work. § 8.3 Supervision and Construction Procedures § 8.3.1 The Contractor shall supervise and direct the Work using the Contractor’s best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work. Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 7 § 8.3.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner, through the Architect, the names of subcontractors or suppliers for each portion of the Work. The Contractor shall not contract with any subcontractor or supplier to whom the Owner or Architect have made a timely and reasonable objection. § 8.4 Labor and Materials § 8.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work. § 8.4.2 The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Contract Work. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. § 8.5 Warranty The Contractor warrants to the Owner and Architect that: (1) materials and equipment furnished under the Contract will be new and of good quality unless otherwise required or permitted by the Contract Documents; (2) the Work will be free from defects not inherent in the quality required or permitted; and (3) the Work will conform to the requirements of the Contract Documents. Any material or equipment warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 12.5. § 8.6 Taxes The Contractor shall pay sales, consumer, use, and similar taxes that are legally required when the Contract is executed. § 8.7 Permits, Fees and Notices § 8.7.1 The Contractor shall obtain and pay for the building permit and other permits and governmental fees, licenses, and inspections necessary for proper execution and completion of the Work. § 8.7.2 The Contractor shall comply with and give notices required by agencies having jurisdiction over the Work. If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume full responsibility for such Work and shall bear the attributable costs. The Contractor shall promptly notify the Architect in writing of any known inconsistencies in the Contract Documents with such governmental laws, rules, and regulations. § 8.8 Submittals The Contractor shall promptly review, approve in writing, and submit to the Architect shop drawings, product data, samples, and similar submittals required by the Contract Documents. Shop drawings, product data, samples, and similar submittals are not Contract Documents. § 8.9 Use of Site The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits, the Contract Documents, and the Owner. § 8.10 Cutting and Patching The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. § 8.11 Cleaning Up The Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work. At the completion of the Work, the Contractor shall remove its tools, construction equipment, machinery, and surplus material; and shall properly dispose of waste materials. § 8.12 Indemnification To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect’s consultants, and agents and employees of any of them, from and against claims, damages, losses and Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 8 expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. ARTICLE 9 ARCHITECT § 9.1 The Architect will provide administration of the Contract as described in the Contract Documents. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 9.2 The Architect will visit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the Work. § 9.3 The Architect will not have control over or charge of, and will not be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor’s responsibility. The Architect will not be responsible for the Contractor’s failure to carry out the Work in accordance with the Contract Documents. § 9.4 Based on the Architect’s observations and evaluations of the Contractor’s Applications for Payment, the Architect will review and certify the amounts due the Contractor. § 9.5 The Architect has authority to reject Work that does not conform to the Contract Documents. § 9.6 The Architect will promptly review and approve or take appropriate action upon Contractor’s submittals, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. § 9.7 On written request from either the Owner or Contractor, the Architect will promptly interpret and decide matters concerning performance under, and requirements of, the Contract Documents. § 9.8 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from the Contract Documents, and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith. § 9.9 The Architect’s duties, responsibilities, and limits of authority as described in the Contract Documents shall not be changed without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld. ARTICLE 10 CHANGES IN THE WORK § 10.1 The Owner, without invalidating the Contract, may order changes in the Work within the general scope of the Contract, consisting of additions, deletions or other revisions, and the Contract Sum and Contract Time shall be adjusted accordingly, in writing. If the Owner and Contractor cannot agree to a change in the Contract Sum, the Owner shall pay the Contractor its actual cost plus reasonable overhead and profit. § 10.2 The Architect may authorize or order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Such authorization or order shall be in writing and shall be binding on the Owner and Contractor. The Contractor shall proceed with such minor changes promptly. § 10.3 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated in the Contract Documents or from those conditions ordinarily found to exist, the Contract Sum and Contract Time shall be subject to equitable adjustment. ARTICLE 11 TIME § 11.1 Time limits stated in the Contract Documents are of the essence of the Contract. Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 9 § 11.2 If the Contractor is delayed at any time in progress of the Work by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, or other causes beyond the Contractor’s control, the Contract Time shall be subject to equitable adjustment. § 11.3 Costs caused by delays or by improperly timed activities or defective construction shall be borne by the responsible party. ARTICLE 12 PAYMENTS AND COMPLETION § 12.1 Contract Sum The Contract Sum stated in this Agreement, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 12.2 Applications for Payment § 12.2.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment for Work completed in accordance with the values stated in this Agreement. The Application shall be supported by data substantiating the Contractor’s right to payment as the Owner or Architect may reasonably require, such as evidence of payments made to, and waivers of liens from, subcontractors and suppliers. Payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment stored, and protected from damage, off the site at a location agreed upon in writing. § 12.2.2 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information, and belief, be free and clear of liens, claims, security interests, or other encumbrances adverse to the Owner’s interests. § 12.3 Certificates for Payment The Architect will, within seven days after receipt of the Contractor’s Application for Payment, either (1) issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, with a copy to the Contractor; (2) issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Contractor and Owner in writing of the Architect’s reasons for withholding certification in part; or (3) withhold certification of the entire Application for Payment, and notify the Contractor and Owner of the Architect’s reason for withholding certification in whole. If certification or notification is not made within such seven day seven-day period, the Contractor may, upon seven additional days’ written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time and the Contract Sum shall be equitably adjusted due to the delay. § 12.4 Progress Payments § 12.4.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner provided in the Contract Documents. § 12.4.2 The Contractor shall promptly pay each subcontractor and supplier, upon receipt of payment from the Owner, an amount determined in accordance with the terms of the applicable subcontracts and purchase orders. § 12.4.3 Neither the Owner nor the Architect shall have responsibility for payments to a subcontractor or supplier. § 12.4.4 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the requirements of the Contract Documents. § 12.5 Substantial Completion § 12.5.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended use. Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 10 § 12.5.2 When the Contractor believes that the Work or designated portion thereof is substantially complete, it will notify the Architect and the Architect will make an inspection to determine whether the Work is substantially complete. When the Architect determines that the Work is substantially complete, the Architect shall prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, establish the responsibilities of the Owner and Contractor, and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 12.6 Final Completion and Final Payment § 12.6.1 Upon receipt of a final Application for Payment, the Architect will inspect the Work. When the Architect finds the Work acceptable and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment. § 12.6.2 Final payment shall not become due until the Contractor submits to the Architect releases and waivers of liens, and data establishing payment or satisfaction of obligations, such as receipts, claims, security interests, or encumbrances arising out of the Contract. § 12.6.3 Acceptance of final payment by the Contractor, a subcontractor or supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 13 PROTECTION OF PERSONS AND PROPERTY The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs, including all those required by law in connection with performance of the Contract. The Contractor shall take reasonable precautions to prevent damage, injury, or loss to employees on the Work and other persons who may be affected thereby, the Work and materials and equipment to be incorporated therein, and other property at the site or adjacent thereto. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor, or by anyone for whose acts the Contractor may be liable. ARTICLE 14 CORRECTION OF WORK § 14.1 The Contractor shall promptly correct Work rejected by the Architect as failing to conform to the requirements of the Contract Documents. The Contractor shall bear the cost of correcting such rejected Work, including the costs of uncovering, replacement, and additional testing. § 14.2 In addition to the Contractor’s other obligations including warranties under the Contract, the Contractor shall, for a period of one year after Substantial Completion, correct work not conforming to the requirements of the Contract Documents. § 14.3 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in accordance with Section 7.3. ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Assignment of Contract Neither party to the Contract shall assign the Contract as a whole without written consent of the other. § 15.2 Tests and Inspections § 15.2.1 At the appropriate times, the Contractor shall arrange and bear cost of tests, inspections, and approvals of portions of the Work required by the Contract Documents or by laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. § 15.2.2 If the Architect requires additional testing, the Contractor shall perform those tests. § 15.2.3 The Owner shall bear cost of tests, inspections, or approvals that do not become requirements until after the Contract is executed. The Owner shall directly arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require. Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 11 § 15.3 Governing Law The Contract shall be governed by the law of the place where the Project is located, excluding that jurisdiction’s choice of law rules. ARTICLE 16 TERMINATION OF THE CONTRACT § 16.1 Termination by the Contractor If the Work is stopped under Section 12.3 for a period of 14 days through no fault of the Contractor, the Contractor may, upon seven additional days’ written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed including reasonable overhead and profit, and costs incurred by reason of such termination. § 16.2 Termination by the Owner for Cause § 16.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 is otherwise guilty of substantial breach of a provision of the Contract Documents. § 16.2.2 When any of the above reasons exist, the Owner, after consultation with the Architect, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven days’ written notice, terminate employment of the Contractor and may .1 take possession of the site and of all materials thereon owned by the Contractor, and .2 finish the Work by whatever reasonable method the Owner may deem expedient. § 16.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 16.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 16.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the Owner. This obligation for payment shall survive termination of the Contract. § 16.3 Termination by the Owner for Convenience The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. The Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. ARTICLE 17 OTHER TERMS AND CONDITIONS (Insert any other terms or conditions below.) This Agreement entered into as of the day and year first written above. (If required by law, insert cancellation period, disclosures or other warning statements above the signatures.) Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 12 OWNER (Signature)CONTRACTOR (Signature) John Duffy, Director of Utilities David Pierce, President (Printed name and title )(Printed name and title ) LICENSE NO.: JURISDICTION: 1. LIENS: Contractor shall not cause or permit the filing of any lien on any of Owner’s property due to Owner’s failure to make payment. In the event any such lien is filed and Contractor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, Owner shall have the right to pay such lien or obtain such bond, all at Contractor’s sole cost and expense. 2. NON-DISCRIMINATION: Contractor represents and warrants that it and all of its officers, employees, agents, Contractors and sub-Contractors shall comply with all laws of the United States, the State of Indiana and Owner 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. 3. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Contractor shall certify that, in signing this document, it does not engage in investment activities within the Country of Iran. 4. E-VERIFY: If Contractor 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"), Contractor 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, Contractor shall provide the Owner with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Contractor 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 Contractor or any sub-contractor violate the Indiana E-Verify law, the Owner 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. 5. PAYMENT TERMS: Upon receipt of the invoice for the services provided, as outlined in the Agreement, the Owner shall pay Contractor for such goods and services within thirty-five (35) days after the date of Owner’s receipt of Contractor’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 Contractor 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. Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 13 6. REQUIRED DISCLOSURE: In addition to any exceptions to disclosing of confidential information referenced in the Agreement or any of the bidding/proposal documents, the Owner, upon consulting and providing notice to Contractor, may disclose such confidential information if such disclosure is required by any federal or state law. The Owner shall not disclose any information that would be deemed proprietary or constitute a trade secret unless ordered so by a court of competent jurisdiction. 7. DEFAULT: In the event Contractor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Addendum or the Agreement, including Contractor’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 Owner 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, Owner shall have the right to (1) terminate all or any parts of the Agreement and this Addendum, without liability therefore to Contractor; and (2) exercise all other rights and remedies available to Owner at law and/or in equity. 8. GOVERNMENT COMPLIANCE: Contractor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which govern to Contractor’s performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Contractor agrees to indemnify and hold harmless the Owner from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 9. NON-ASSIGNMENT: Contractor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without Owner’s prior written consent. 10. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 14 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: OWNER OF CARMEL, INDIANA RETRO-TECH SYSTEMS, LLC by and through its Board of Public Works and Safety By:By: James Brainard, Presiding Officer Authorized Signature Date: David Pierce Printed Name Mary Ann Burke, Member Date: President Title Lori S. Watson, Member FID/TIN: Date: ATTEST:Date: Sue Wolfgang, Clerk Date: AIA Document D401 – 2003. Copyright © 1992 and 2003. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 1 ’Certification of Document s Authenticity AIA®™ – 2003 Document D401 I, Michael Morley, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with this certification at 13:08:46 ET on 06/23/2023 under Order No. 2114446771 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document A105™ – 2017, Standard Short Form of Agreement Between Owner and Contractor,other than changes shown in the attached final document by underscoring added text and striking over deleted text. _____________________________________________________________ (Signed) _____________________________________________________________ (Title) _____________________________________________________________ (Dated) Director of Operations - Telamon Energy 6/23/23 Clerk 6-28-23 BPW 7-5-23 Reviewed/Approved Via Email CPD Horner 6/21/23 STREET Privett 6/26/23 CFD Heavner 6/21/23 ENGINEERING Kirsh 6/27/23 CRED Brewer 6/23/23 Clerk 6-28-23 BPW 7-5-23 RETRO-APPROVAL BY BPW - EVENT IS 7-4-23 . MAYOR APPROVED 6/28/23 - SEE EMAIL IN PACKET. Also approved by CPD Horner, CFD Heavner, ENG Kirsh 6/28/23 Clerk 6-28-23 BPW 7-5-23 Reviewed/Approved Via Email CPD Horner 6/21/23 STREETS Privett 6/23/23 CFD Heavner 6/21/23 ENGINEERING Kirsh 6/5/23 * Caveat that CRED Brewer 6/23/23 route will need review in early 2024 due to possible construction on route Clerk 6-28-23 BPW 7-5-23 Reviewed/Approved Via Email CPD Horner 6/21/23 STREET Privett 6/23/23 CFD Heavner 6/21/23 ENGINEERING Kirsh 6/27/23 CRED Brewer 6/23/23 PARADE: 6-6:30 pm ------North Clerk 6-28-23 BPW 7-5-23 Reviewed/Approved Via Email CPD Horner 6/21/23 STREETS Privett 6/26/23 CFD Heavner 6/21/23 ENGINEERING 6/27/23 CRED Brewer 6/23/23 Per Organizer, businesses in the block are aware and participating so no problem with closure of the block. Clerk 6-28-23 BPW 7-5-23 Reviewed/Approved Via Email CPD Horner 6/21/23 STREETS Privett 6/23/23 CFD Heavner 6/21/23 ENGINEERING Kirsh 6/23/23 CRED Brewer 6/23/23 Disclaimer: This program allows you to view and print certain public records. Each section reflects information as of a specific date; so the information provided in different sections or reports may not match. All information has been derived from public records that are constantly undergoing change and is not warranted for content or accuracy. It may not reflect the current information pertaining to the property of interest. Hamilton County, IN - Property Report for Parcel #: 16-10-30-03-02-013.000 Current Owner as of June 08, 2023 This information is updated 5 times a week. Legal Description: Acreage .00 Section 30, Township 18, Range 4 JOHN A PHELPS Lot 9 Section/Township/Range: 30/18/4 Subdivision Name: JOHN A PHELPS Subdivision Section: Not Available Deeded Acres: 0 Political Township: Clay Lot Number(s): 9 Last Recorded Date: Not Available PROPERTY ADDRESS: 321 1st Ave SE Carmel, IN 46032 DEEDED OWNER Van Ostrand Fakehany, Derek T & Amy C 321 1st Ave SE Carmel, IN 46032 SUMMARY INFORMATION: Parcel Number: 16-10-30-03-02-013.000 State Parcel Number: 29-10-30-302-013.000-018 &YIJCJU# 3 City of Carmel BOARD OF PUBLIC WORKS & SAFETY ACCEPTANCE OF DEDICATION & DEED OF PUBLIC RIGHTS-OF-WAY WHEREAS, the foregoing Grantor having filed with the City of Carmel, Indiana, an Indiana municipal corporation ("City"), its Dedication and Deed of Public Rights-of-Way of certain real property ("Property") to the City for the purpose of establishing City rights-of-way; WHEREAS, the City believes that said fee simple conveyance of the Property is desirable, necessary and in the City's best interests; and NOW THEREFORE, the City, by and through its Board of Public Works and Safety, hereby accepts said Dedication and Deed, and orders that the Dedication and Deed of Public Rights-of-Way described herein be recorded in the Recorder's Office of Hamilton County, Indiana, and that the Property be, and the same hereby is, declared open and dedicated to the City. SO ORDERED: CITY OF CARMEL BOARD OF PUBLIC WORKS & SAFETY James Brainard, Presiding Officer Date: Mary Ann Burke, Member Date: Lori Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: 4 STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) Before me, a Notary Public in and for said County and State, personally appeared JAMES BRAINARD, MARY ANN BURKE and LORI WATSON, by me known, and by me known to be the Members of the City of Carmel Board of Public Works and Safety, and SUE WOLFGANG, Clerk of THE CITY OF CARMEL, who acknowledged the execution of the foregoing Dedication & Deed of Public Rights-of-Way on behalf of the City of Carmel, Indiana. Witness my hand and Notarial Seal this day of , 20 . NOTARY PUBLIC My Commission No./Expiration: Printed Name My County of Residence: 10534 Hussey Lane, Carmel, IN 46032 Right-of-Way Parcel Exhibit A THIS DRAWING IS NOT INTENDED TO BE REPRESENTED AS A RETRACEMENT OR ORIGINAL BOUNDARY SURVEY, A ROUTE SURVEY OR A SURVEYOR LOCATION REPORT. DRAWN BY: CHECKED BY: DATE DRAWN: JOB NO.PAGE OF SHEETS 95006STL JAB BES 05/16/2023 1 2 Bruce E. Strack Registered Land Surveyor Indiana No. 20200057 Certified: May 16, 2023 LAND DESCRIPTION A part of the West Half of the Northeast Quarter of Section 10, Township 17 North, Range 03 East of the Second Principal Meridian, Clay Township, Hamilton County, Indiana. This description prepared by: Bruce E. Strack, Indiana LS 20200057, working for Stoeppelwerth and Associates, Inc. as part of Project 95006STL, being more particularly described as follows: Commencing at the Northeast corner of said Half-Quarter Section; thence South 00 degrees 21 minutes 31 seconds West, along the East line of said Half-Quarter Section, a distance of 939.40 feet to the Northeast corner of the land described in Instrument Number 2022015333 in the Office of the Recorder of Hamilton County, Indiana, and the POINT OF BEGINNING of this description; thence continuing along said line South 00 degrees 21 minutes 31 seconds West, a distance of 237.97 feet to the Southeast corner of said land; thence North 79 degrees 19 minutes 02 seconds West, along a southerly line of said land, a distance of 39.58 feet; thence North 02 degrees 50 minutes 20 seconds West, a distance of 87.16 feet; thence North 00 degrees 58 minutes 41 seconds East, a distance of 43.12 feet; thence North 00 degrees 23 minutes 52 seconds West, a distance of 18.56 feet; thence North 02 degrees 02 minutes 37 seconds East, a distance of 44.57 feet; thence North 00 degrees 59 minutes 55 seconds East, a distance of 37.34 feet to the North line of the aforementioned land; thence North 89 degrees 58 minutes 22 seconds East, along said line, a distance of 41.85 feet to the Point of Beginning, Containing 0.228 acres, more or less. L A ND SUR V E Y O RINDIA N A No. 20200057 STATE OFREGISTERE D 0.228 Ac.± N89°58'22"E 41.85'S00°21'31"W 237.97'N79°19'02" W 3 9 . 5 8 'N02°50'20"W 87.16'N00°58'41"E 43.12'N00°23'52"W 18.56'N02°02'37"E 44.57'N00°59'55"E 37.34'POB S00°21'31"W 939.40' 1" = 50 FT 10534 Hussey Lane, Carmel, IN 46032 Right-of-Way Parcel Exhibit B THIS DRAWING IS NOT INTENDED TO BE REPRESENTED AS A RETRACEMENT OR ORIGINAL BOUNDARY SURVEY, A ROUTE SURVEY OR A SURVEYOR LOCATION REPORT. DRAWN BY: CHECKED BY: DATE DRAWN: JOB NO.PAGE OF SHEETS 95006STL JAB BES 05/16/2023 2 2 Bruce E. Strack Registered Land Surveyor Indiana No. 20200057 Certified: May 16, 2023 NE Cor., W 1/2, NE 1/4 Sec. 10-T17N-R03E L A ND SUR V E Y O RINDIA N A No. 20200057 STATE OFREGISTERE D Cross Reference to Deed: 2022-015333 GRANT OF PERPETUAL STORM WATER QUALITY MANAGEMENT EASEMENT This easement (the “Easement”) is by and between the Megan Pace and Joshua Smiley, (the "Grantor") and the City of Carmel, Indiana (the “City”), by and through its Board of Public Works & Safety (the “Grantee”) and shall have as its effective date the later of the date on which Grantor executes this Easement or the date on which Grantee executes this easement; WITNESSETH THAT: WHEREAS, Grantor is the owner of the real estate conveyed by the deed identified in the cross reference above (the “Real Estate”); WHEREAS, Grantor intends to build a residence with a rain garden on the Real Estate and, in connection with the construction, development and operation of the private rain garden, the City has approved or will approve a Storm Water Management Permit (the “Permit”); and, WHEREAS, the City requires this Easement in order to verify and require compliance with the terms and conditions of the Permit and all ordinances of the City applicable to storm water drainage and storm water quality management (collectively the “Ordinances”). NOW, THEREFORE, in consideration of the mutual covenants herein set forth and other good and valuable consideration, the receipt of which is hereby acknowledged, the Grantor hereby grants to the Grantee a non-exclusive, perpetual easement on the terms and conditions that follow: Section 1. Easement Area. The portion of Real Estate on, under and through which this Easement exists is legally described and graphically depicted in what is attached hereto and incorporated herein by reference as Exhibits “A” & “B” in two parts (the “Easement Area”). Section 2. Storm Water Quality System. Located or to be located within the Easement Area, in the manner and areas specified in the Permit, is certain drainage and storm water quality infrastructure, which may include, without limitation, pervious pavement, manholes, infiltration basins, pipes, and structural and non-structural best management practices (collectively the “Storm Water Quality System”) to be constructed, installed and maintained by Grantor, at Grantor’s expense, in accordance with the Permit and the Ordinances. Section 3. Purpose of Easement. Grantee shall be and hereby is permitted at all times to enter upon the Easement Area for purposes of (i) accessing, inspecting, examining, monitoring, testing and sampling the Storm Water Quality System, and (ii) identifying and verifying compliance with the requirements of the Permit and the Ordinances. Section 4. Maintenance and Repair. It shall be Grantor’s obligation to maintain in proper working order and to repair and/or replace the Storm Water Quality System, or parts thereof, such that (i) the effectiveness and performance of the Storm Water Quality System is not diminished from the capabilities set forth in the Permit and (ii) the Storm Water Quality System remains in compliance with the Permit and the Ordinances. Section 5. Failure of Storm Water Quality System. In the event that the condition of the Storm Water Quality System or the outflow therefrom violates or fails to comply with the requirements set forth in the Permit and/or any of the Ordinances, Grantee shall have the right, but not the obligation, after providing reasonable notice to Grantor, to perform, at Grantor’s expense, such maintenance, repair, modification and/or replacement of the Storm Water Quality System as is necessary to restore compliance with the requirements set forth in the Permit and/or the Ordinances; provided, however, that the performance by Grantee of any such maintenance, repair, modification and/or replacement of the Storm Water Quality System shall under no circumstances relieve Grantor of its responsibility to maintain and operate the Storm Water Quality System, which responsibility shall be continuous and ongoing. Section 6. Reimbursement of Expenses and Enforcement. Grantor shall reimburse Grantee for costs and expenses incurred by Grantee in the performance of the maintenance, repairs, modifications and/or replacements specified in Section 5 above and, in the event of litigation to recover such expenses, the prevailing party shall be entitled to recover reasonable attorney’s fees. Section 7. Character of Easement. This Easement shall be perpetual and, further, shall inure to the benefit of and be binding upon the parties’ respective successors and assigns. Section 8. Use by Grantor and Other Easements. Grantor shall be permitted to use the Easement Area and also to grant other easements within the Easement Area for any purposes which do not impair the Storm Water Quality System and which are not inconsistent or conflicting with this Easement and the Grantee’s rights under this Easement. Section 9. Amendment. This Easement may be amended only by a written instrument signed (i) by then owner of the Real Estate and Board of Public Works & Safety of Carmel, Indiana or its successor or (ii) by an order of a court of competent jurisdiction. In the event that the Real Estate is later redeveloped and, as such, the site plan made the subject of the Permit is revised, then the Grantee and then the owner of the Real Estate shall amend this Easement to reconfigure the Easement Area, accordingly, so that Easement Area is adjusted to and does not conflict with such revised site plan. CITY OF CARMEL BOARD OF PUBLIC WORKS & SAFETY ________________________________________ James Brainard, Mayor Date: __________ ________________________________________ Mary Ann Burke, Member Date: ____________ ________________________________________ Lori Watson, Member Date: ____________ ATTEST: ________________________________________ Sue Wolfgang, Clerk Date: ____________ STATE OF INDIANA ) )SS: COUNTY OF HAMILTON ) Before me, a Notary Public in and for said County and State, personally appeared James Brainard, a member of the City of Carmel, Indiana Board of Public Works & Safety and acknowledged execution of the foregoing Easement for and on behalf of City of Carmel, Indiana Board of Public Works & Safety. Witness my hand and Notarial Seal this _________ day of ___________________, 20__. My Commission Expires: ____________________________________ _____________________ Notary Public Residing in _______________County ____________________________________ Printed Name STATE OF INDIANA ) )SS: COUNTY OF HAMILTON ) Before me, a Notary Public in and for said County and State, personally appeared Mary Ann Burke, a member of the City of Carmel, Board of Public Works & Safety and acknowledged execution of the foregoing Easement for and on behalf of Board of Public Works & Safety. Witness my hand and Notarial Seal this _________ day of ___________________, 20__. My Commission Expires: ____________________________________ _____________________ Notary Public Residing in _______________County ____________________________________ Printed Name STATE OF INDIANA ) )SS: COUNTY OF HAMILTON ) Before me, a Notary Public in and for said County and State, personally appeared Lori Watson, a member of the City of Carmel, Board of Public Works & Safety and acknowledged execution of the foregoing Easement for and on behalf of City of Carmel Board of Public Works & Safety. Witness my hand and Notarial Seal this _________ day of ___________________, 20__. My Commission Expires: ____________________________________ _____________________ Notary Public Residing in _______________County ____________________________________ Printed Name STATE OF INDIANA ) )SS: COUNTY OF HAMILTON ) Before me, a Notary Public in and for said County and State, personally appeared Sue Wolfgang, the Clerk of the City of Carmel, Indiana and acknowledged execution of the foregoing Easement as the Clerk of the City of Carmel, Indiana. Witness my hand and Notarial Seal this _________ day of ___________________, 20__. My Commission Expires: ____________________________________ _____________________ Notary Public Residing in _______________County ____________________________________ Printed Name Pursuant to IC 36-2-11-15(b)(2), I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law – Jon Oberlander, Esq. Prepared by: Jon Oberlander, Corporation Counsel, One Civic Square, Carmel, IN 46032 Return to: Jeremy Kashman, P.E., City Engineer, One Civic Square, Carmel, IN 46032 10534 Hussey Lane, Carmel, IN 46032 B.M.P. Easement Exhibit A THIS DRAWING IS NOT INTENDED TO BE REPRESENTED AS A RETRACEMENT OR ORIGINAL BOUNDARY SURVEY, A ROUTE SURVEY OR A SURVEYOR LOCATION REPORT. DRAWN BY: CHECKED BY: DATE DRAWN: JOB NO.PAGE OF SHEETS 95006STL JAB BES 05/16/2023 1 2 Bruce E. Strack Registered Land Surveyor Indiana No. 20200057 Certified: May 16, 2023 EASEMENT DESCRIPTION A part of the West Half of the Northeast Quarter of Section 10, Township 17 North, Range 03 East of the Second Principal Meridian, Clay Township, Hamilton County, Indiana, being more particularly described as follows: Commencing at the Northeast corner of said Half-Quarter Section; thence South 00 degrees 21 minutes 31 seconds West, along the East line of said Half-Quarter Section, a distance of 939.40 feet to the Northeast corner of the land described in Instrument Number 2022015333 in the Office of the Recorder of Hamilton County, Indiana; thence South 89 degrees 58 minutes 22 seconds West, along the North line of said land, a distance of 41.85 feet; thence South 00 degrees 59 minutes 55 seconds West, a distance of 37.34 feet; thence South 02 degrees 02 minutes 37 seconds West, a distance of 32.85 feet to the POINT OF BEGINNING of this description; thence continuing along said line South 02 degrees 02 minutes 37 seconds West, a distance of 11.72 feet; thence South 00 degrees 23 minutes 52 seconds East, a distance of 18.56 feet; thence South 00 degrees 58 minutes 41 seconds West, a distance of 43.12 feet; thence South 02 degrees 50 minutes 20 seconds East, a distance of 0.99 feet to a point on a non-tangent curve concave northwesterly, the radius point of which bears North 88 degrees 07 minutes 32 seconds West, a distance of 23.00 feet from said point; thence southwesterly along said curve, an arc length of 31.56 feet to a point on said curve, said point being South 09 degrees 30 minutes 38 seconds East, a distance of 23.00 feet from the radius point of said curve, said point also being the point of compound curvature of a curve concave northerly, the radius point of which bears North 09 degrees 30 minutes 38 seconds West, a distance of 65.00 feet from said point; thence westerly along said curve, an arc length of 52.35 feet to a point on said curve, said point being South 36 degrees 38 minutes 14 seconds West, a distance of 65.00 feet from the radius point of said curve, said point also being the point of compound curvature of a curve concave northeasterly, the radius point of which bears North 36 degrees 38 minutes 14 seconds East, a distance of 23.00 feet from said point; thence northwesterly along said curve, an arc length of 23.12 feet to a point on said curve, said point being North 85 degrees 46 minutes 43 seconds West, a distance of 23.00 feet from the radius point of said curve, said point also being the point of compound curvature of a curve concave easterly, the radius point of which bears South 85 degrees 46 minutes 43 seconds East, a distance of 95.00 feet from said point; thence northerly along said curve, an arc length of 51.01 feet to a point on said curve, said point being North 55 degrees 00 minutes 59 seconds West, a distance of 95.00 feet from the radius point of said curve; thence North 34 degrees 59 minutes 01 seconds East, a distance of 25.35 feet to a point on a curve concave southerly, the radius point of which bears South 55 degrees 00 minutes 59 seconds East, a distance of 27.54 feet from said point; thence easterly along said curve, an arc length of 57.55 feet to a point on said curve, said point being North 64 degrees 43 minutes 32 seconds East, a distance of 27.54 feet from the radius point of said curve to the Point of Beginning, Containing 0.162 acres, more or less. L A ND SUR V E Y O RINDIA N A No. 20200057 STATE OFREGISTERE D 0.162 Ac.± S02°50'20"E 0.99'S00°58'41"W 43.12'S00°23'52"E 18.56' S02°02'37"W 11.72' L =5 7 .5 5 ',R=27.54'D =1 1 9 °44'31"N34°59'01"E 25.35'L=51.01',R=95.00'D=30°45'44"L=23.12' ,R= 2 3.00'D=57°35'0 3" L=52.35',R=65.0 0' D=46°08'52"L=31.56', R=23.00' '=78°36'54" S89°58'22"W 41.85'S00°59'55"W 37.34'S02°02'37"W 32.85' POB Top of Bank15.0'15.0'S00°21'31"W 939.40' 1" = 30 FT 10534 Hussey Lane, Carmel, IN 46032 B.M.P. Easement Exhibit B THIS DRAWING IS NOT INTENDED TO BE REPRESENTED AS A RETRACEMENT OR ORIGINAL BOUNDARY SURVEY, A ROUTE SURVEY OR A SURVEYOR LOCATION REPORT. DRAWN BY: CHECKED BY: DATE DRAWN: JOB NO.PAGE OF SHEETS 95006STL JAB BES 05/16/2023 2 2 Bruce E. Strack Registered Land Surveyor Indiana No. 20200057 Certified: May 16, 2023 NE Cor., W 1/2, NE 1/4 Sec. 10-T17N-R03E L A ND SUR V E Y O RINDI A N A No. 20200057 STATE OFREGISTERE D 1 Cross Reference to Prior Deed of Record: Instrument No. 2022-015333, in the Hamilton County, Indiana Recorder’s Office WATER QUALITY PRESERVATION EASEMENT This easement (the “Easement”) is by and between Megan Pace and Joshua Smiley (the "Grantor") and the City of Carmel, Indiana (the “City”), by and through its Board of Public Works & Safety (the “Grantee”) and shall have as its effective date the later of the date on which Grantor executes this Easement or the date on which Grantee executes this easement; RECITALS A.Grantor is the owner of the real estate conveyed by the deed identified in the cross reference above abutting or containing a stream (the “Grantor Parcel”) located in Hamilton County, Indiana. B.Per City of Carmel Unified Development Ordinance, Section 7.10(F) Easement Standards, Water Quality Preservation Easements, as may be amended from time to time, Grantor is required to establish a Water Quality Preservation Easement (the “Easement”) in favor of the City, in connection with Grantor’s creation of additional floodplain storage and to encompass the 1% chance (100 year) floodplain (the “Project”). The required Easement is over a portion of the Grantor Parcel (herein referred to as the “Easement Area”), and is more particularly described and depicted as follows: See Exhibits A & B attached hereto and incorporated herein by this reference. NOW, THEREFORE, in consideration of the foregoing recitals, all of which are incorporated herein by this reference, and of the grants of easements and the mutual promises and covenants set forth herein, the parties hereto agree as follows: 1.Grant of Easement. Grantor hereby grants and conveys to Grantee a non-exclusive, perpetual easement over, under, through, across and upon the Easement Area for the purpose of water quality preservation in and around a natural stream contained on the Grantor Parcel (the "Easement"). 2.Grantor Obligations. This Easement is hereby designated and restricted as a “no- build,” “no-disturb” zone, and no man-made structures, changes in grade, plant material installation, or hardscape features shall be constructed or placed on or in the Easement Area, excluding plant material permitted by the Department of Community Services Director or his/her designee. Turf grass shall not be planted or maintained in this Easement, nor shall fertilizer, herbicide or insecticide of any type be applied. Native plants shall be maintained. Up to ten percent (10%) of the entire boundary with the stream may be managed such that access can be gained to the water’s edge. However, no man-made materials, gravel, sand, or turf grass shall be used to provide that access. Stepping stones, or mowed/trimmed native grasses may be used when approved by the Department of Community Services Director or his/her designee. Grantor shall 2 make adequate provision for the proper drainage of surface water over and across Easement Area and surrounding area. The Grantor shall further comply with all applicable federal, state, and local water quality preservation and environmental requirements, rules and regulations. 3. Maintenance and Restoration of Easement Area. Subject to the terms described in Paragraph 2 herein, during and after construction, Grantor or its successors, heirs or assigns, including any established Homeowners Associations or similar entities, shall restore the Easement Area, to the extent practicable, to the condition as existed prior to the commencement of the Project, or maintenance, repair, or replacement thereto. In the event the Grantee, its employees, or contractors are required to come upon the real estate contained in the Easement Area to replace, restore, or clear any damage, deterioration, debris or other obstacles contained therein, the Grantee shall only be liable to restore the Grantor’s real estate to its previous grade, and to reseed and undertake erosion control measures as are required by 327 IAC 15-5, as amended. Grantor shall allow access to the Easement Area and surrounding area for any required maintenance, repair, replacement, service and updates. 4. Rights Retained by Grantor. Grantor shall retain unto itself, and its grantees, heirs, successors and assigns, and all others to whom Grantor may grant rights or easements, the right to use the Easement Area for any and all purposes and uses not inconsistent with the foregoing Easement and/or Grantee’s rights and privileges thereunder. 5. Easement and Covenants Appurtenant. The Easement granted, established and made herein, together with the benefits and privileges thereof, shall run with the Grantor Parcel and inure to the benefit of Grantee and its grantees, successors and assigns. The Easement granted, established and made herein, together with the burdens thereof, shall run with and bind the Grantor Parcel, and shall bind Grantor and its grantees, successors and assigns. All covenants and agreements of the Grantor and Grantee hereunder, together with the benefits and burdens thereof, shall be deemed to be real covenants which touch and concern the Easement Area and the Grantor Parcel, as applicable, shall run with the Easement Area and the Grantor Parcel, and shall inure to the benefit of and be binding upon Grantor and Grantee, as applicable, and their respective grantees, successors and assigns. All covenants and agreements hereunder may be enforced by an action for specific performance, and in the event that a party breaches any such covenant or agreement, the other party may further exercise any remedy available hereunder, at law or in equity, and recover from the breaching party all amounts expended in connection with exercising any such remedy (including without limitation, court costs and reasonable attorneys’ fees). 6. Environmental Matters. The Grantor covenants and represents that to the best of its knowledge, information and belief, that the Grantor Parcel is not presently the subject of, nor under the threat of, any federal, state or local environmentally related lien, proceeding, claim, liability or action. The Grantor agrees that, as between the Grantor and the Grantee, the acceptance of this Agreement by the Grantee shall not increase the liability of the Grantee for environmentally related claims arising from or related to conditions on the Grantor Parcel prior to the acceptance of this Agreement. 4 CITY OF CARMEL BOARD OF PUBLIC WORKS & SAFETY ________________________________________ James Brainard, Mayor Date: __________ ________________________________________ Mary Ann Burke, Member Date: ____________ ________________________________________ Lori Watson, Member Date: ____________ ATTEST: ________________________________________ Sue Wolfgang, Clerk Date: ____________ STATE OF INDIANA ) ) SS: COUNTY OF ___________ ) Before me, a Notary Public in and for said County and State, personally appeared JAMES BRAINARD, MARY ANN BURKE and LORI WATSON, by me known, and by me known to be the Members of the City of Carmel Board of Public Works and Safety, and SUE WOLFGANG, Clerk of THE CITY OF CARMEL, acknowledged the truth and accuracy of the representations made herein and the execution of the foregoing Agreement on behalf of the City of Carmel, Indiana. Witness my hand and Notarial Seal this _____ day of _________________, 20___. My commission expires: Notary Public I am a resident of County, Indiana Printed Name This instrument was prepared by Sergey Grechukhin, Transactions Chief, City Hall, One Civic Square, Carmel, Indiana 46032 I affirm, under the penalties for perjury, that I have taken reasonable care to redact each and every Social Security number in this document, unless it is required by law. Sergey Grechukhin 10534 Hussey Lane, Carmel, IN 46032 Water Quality Easement Exhibit A THIS DRAWING IS NOT INTENDED TO BE REPRESENTED AS A RETRACEMENT OR ORIGINAL BOUNDARY SURVEY, A ROUTE SURVEY OR A SURVEYOR LOCATION REPORT. DRAWN BY: CHECKED BY: DATE DRAWN: JOB NO.PAGE OF SHEETS 95006STL JAB BES 05/16/2023 1 2 Bruce E. Strack Registered Land Surveyor Indiana No. 20200057 Certified: May 16, 2023 EASEMENT DESCRIPTION A part of the West Half of the Northeast Quarter of Section 10, Township 17 North, Range 03 East of the Second Principal Meridian, Clay Township, Hamilton County, Indiana, being more particularly described as follows: Commencing at the Northeast corner of said Half-Quarter Section; thence South 00 degrees 21 minutes 31 seconds West, along the East line of said Half-Quarter Section, a distance of 1167.30 feet to the POINT OF BEGINNING of this description; thence continuing along said line South 00 degrees 21 minutes 31 seconds West, a distance of 10.07 feet to the Southeast corner of the land described in Instrument Number 2022015333 in the Office of the Recorder of Hamilton County, Indiana; thence with the lines of said land the following 9 courses and distances: 1) North 79 degrees 19 minutes 02 seconds West, a distance of 52.47 feet; 2) thence South 79 degrees 30 minutes 50 seconds West, a distance of 39.43 feet; 3) thence North 65 degrees 07 minutes 55 seconds West, a distance of 122.19 feet; 4) thence South 89 degrees 49 minutes 28 seconds West, a distance of 155.24 feet; 5) thence South 32 degrees 19 minutes 38 seconds West, a distance of 24.80 feet; 6) thence North 44 degrees 52 minutes 10 seconds West, a distance of 52.12 feet; 7) thence North 83 degrees 42 minutes 59 seconds West, a distance of 43.33 feet; 8) thence North 00 degrees 21 minutes 31 seconds East, a distance of 163.57 feet; 9) thence North 89 degrees 58 minutes 22 seconds East, a distance of 124.29 feet; thence South 00 degrees 01 minute 38 seconds East, a distance of 20.00 feet; thence South 89 degrees 58 minutes 22 seconds West, a distance of 32.21 feet; thence South 49 degrees 45 minutes 50 seconds West, a distance of 4.63 feet; thence South 00 degrees 21 minutes 31 seconds West, a distance of 62.30 feet; thence South 41 degrees 26 minutes 34 seconds East, a distance of 10.22 feet to a point on a non-tangent curve concave northeasterly, the radius point of which bears South 87 degrees 37 minutes 51 seconds East, a distance of 14.23 feet from said point; thence southeasterly along said curve, an arc length of 22.71 feet to a point on said curve, said point being South 00 degrees 58 minutes 31 seconds West, a distance of 14.23 feet from the radius point of said curve; thence South 88 degrees 10 minutes 12 seconds East, a distance of 67.72 feet; thence South 65 degrees 07 minutes 22 seconds East, a distance of 14.30 feet; thence South 42 degrees 02 minutes 24 seconds East, a distance of 9.46 feet; thence South 33 degrees 05 minutes 55 seconds West, a distance of 3.49 feet; thence South 75 degrees 42 minutes 53 seconds East, a distance of 11.23 feet; thence North 85 degrees 57 minutes 19 seconds East, a distance of 27.65 feet; thence South 84 degrees 07 minutes 44 seconds East, a distance of 37.37 feet; thence South 49 degrees 41 minutes 19 seconds East, a distance of 26.07 feet; thence South 63 degrees 59 minutes 34 seconds East, a distance of 11.77 feet; thence South 30 degrees 46 minutes 01 seconds East, a distance of 30.59 feet; thence South 84 degrees 54 minutes 51 seconds East, a distance of 22.99 feet to a point on a non-tangent curve concave northerly, the radius point of which bears North 34 degrees 01 minute 19 seconds East, a distance of 55.21 feet from said point; thence easterly along said curve, an arc length of 45.94 feet to a point on said curve, said point being South 13 degrees 39 minutes 18 seconds East, a distance of 55.21 feet from the radius point of said curve; thence North 76 degrees 20 minutes 42 seconds East, a distance of 15.36 feet; thence South 44 degrees 53 minutes 56 seconds East, a distance of 12.13 feet; thence South 33 degrees 27 minutes 22 seconds East, a distance of 29.96 feet; thence South 09 degrees 09 minutes 49 seconds East, a distance of 4.30 feet; thence South 50 degrees 53 minutes 47 seconds East, a distance of 8.30 feet; thence South 88 degrees 02 minutes 34 seconds East, a distance of 17.51 feet; thence North 51 degrees 11 minutes 47 seconds East, a distance of 1.77 feet to the Point of Beginning, Containing 0.824 acres, more or less. L A ND SUR V E Y O RINDIA N A No. 20200057 STATE OFREGISTERE D S00°21'31"W 1167.30'0.824 Ac.±S00°21'31"W 10.07'N79°19'02"W 52.47' S79°30'50"W 39.43' N65 ° 0 7 ' 5 5 " W 1 2 2 . 1 9 ' S89°49'28"W 155.24' S32°19'38"W 24.80'N44°52'10"W 52.12' N83°42'59"W 43.33'N00°21'31"E 163.57'N89°58'22"E 124.29'S00°01'38"E 20.00'S89°58'22"W 32.21' S49°45'50"W 4.63' S00°21'31"W 62.30' S41°26'34"E 10.22' L=22.71', R=14.23' '=91°23'37" S88°10'12"E 67.72' S65°07'22"E 14.30' S42°02'24"E 9.46' S33°05'55"W 3.49' S75°42'53"E 11.23' N85°57'19"E 27.65' S84°07'44"E 37.37' S49°41'19"E 26.07' S63°59'34"E 11.77' S30°46'01"E 30.59' S84°54'51"E 22.99' L=45.94', R=55.21' '=47°40'37" N76°20'42"E 15.36' S44°53'56"E 12.13' S33°27'22"E 29.96' S09°09'49"E 4.30' S50°53'47"E 8.30' S88°02'34"E 17.51' N51°11'47"E 1.77' POB 1" = 70 FT 10534 Hussey Lane, Carmel, IN 46032 Water Quality Easement Exhibit B THIS DRAWING IS NOT INTENDED TO BE REPRESENTED AS A RETRACEMENT OR ORIGINAL BOUNDARY SURVEY, A ROUTE SURVEY OR A SURVEYOR LOCATION REPORT. DRAWN BY: CHECKED BY: DATE DRAWN: JOB NO.PAGE OF SHEETS 95006STL JAB BES 05/16/2023 2 2 Bruce E. Strack Registered Land Surveyor Indiana No. 20200057 Certified: May 16, 2023 NE Cor., W 1/2, NE 1/4 Sec. 10-T17N-R03E L A ND SUR V E Y O RINDI A N A No. 20200057 STATE OFREGISTERE D