HomeMy WebLinkAboutBlockhouse Studios/Master Services Agreement & Work Order DocuSign Envelope ID:56AA309B-2BAE-4646-8EE6-D86066D3C8AE
® BLOCKHOUSE
AUDIO&VIDEO PRODUCTION APPROVED
By Sergey Grechukhin at 2:33 pm,Nov 14,2023
MASTER SERVICES AGREEMENT
This Master Services Agreement(this "Agreement") is made and entered into as of October 20th, 2023 (the "Effective Date") between City of
Carmel ("Client"), a municipal corporation and Blockhouse Studios, an Indiana limited liability company ("Company"). The parties agree as
follows:
1.SERVICES,WORK ORDERS,AND CHANGE ORDERS manage all of the projects described therein (each, a "Project
Leader"). In addition,all personnel of Client who will contribute to
1.1. Services. Subject to the terms and conditions of this the projects described in such Work Order shall be identified in
Agreement and as mutually agreed by Client and Company, writing (via e-mail or other such method mutually agreeable
Company will perform for Client the services described in one or amongst the Parties)to Company at the time of commencement
more Work Orders(as defined below)(the"Services"). of the Services associated with such Work. Except as otherwise
specified in a Work Order, Company's Project Leader will only
1.2. Work Orders. The specific details of the Services to be receive direct instructions from Client's Project Leader or other
performed will be determined on a per-project basis, and the personnel identified as responsible for specific roles, including
details for each project will be specified in a written work order, without limitation Information Technology and Public Relations
substantially in the form of the work order set forth in Schedule 1 Company's Project Leader and other personnel shall reasonably
hereto, that is executed by both parties (each, a "Work Order"). work with Client's other personnel in connection with performing
Installations provided under this Agreement will be located at the Services set forth in the applicable Work Order. Any request
Client's Carter Green site (the "Site"). If there is a conflict by Client to add any new or replace any current Company
between the terms of this Agreement and the terms of a Work personnel for any projects described in any Work Order shall be
Order, the terms of this Agreement will control,unless such Work considered a Change Order pursuant to the terms of Section 1.3
Order states that a specific provision of this Agreement will be hereof. The Project Leaders will meet as necessary to manage
superseded by a specific provision of the Work Order. the Services to be performed under a Work Order. Company's
1.3. Change Order.. Unless otherwise specified in a Work Project Leader will provide Client's Project Leader with regular
Order, Client may reasonably request in writing,including e-mail, reports on the status of the Services.
that revisions be made with respect to the Services or 2.2. Release. On behalf of all personnel of Client who will
deliverables set forth in that Work Order (each, a "Change contribute to the projects described in any Work Order as well as
Order"). If a Change Order recites revisions that (i) change any other parties participating in such project at the direction of or
Client's personnel allocated to such Work Order pursuant to by the request of Client, Client hereby grant the following rights
Section 2.1 or(ii) change the scope of the Services or increase and permissions to Company:
the effort required to deliver deliverables under the applicable
Work Order, then within ten (10) business days after Company's (a) Client specifically consents to the digital
receipt of such Change Order, Company will deliver to Client a compositing or distortion of any such media, including without
written, revised Work Order reflecting Company's reasonable restriction any changes or alterations as to color, size, shape,
determination of the revised Services, deliverables, delivery perspective,context,foreground or background.
schedule, and payment schedule, if any, that will apply to the (b) Client hereby represents and warrants that they
implementation of the revisions. If Client approves the revised have legal authority to enter into this Agreement and the
Work Order, then the parties will execute it, and upon execution,
the revised Work Order will supersede the then-existing Work obligations hereunder on behalf of any personnel of Client as well
Order. If Client does not approve the revised Work Order within as any other parties participating in such project at the direction
ten business days after its receipt by Client, the then-existing of or by the request of Client or minor present in connection with
Work Order will remain in full force and effect,and Company will the Services.
have no further obligation with respect to the applicable Change (c) Client understands and agrees that the releases
Order. in this Section 2.2 shall be binding upon Client and its respective
1.4. Delivery Delay. Company shall inform Client as soon as heirs,legal representatives,and assigns.
practical of any anticipated delays in the delivery of any 2.3. Personnel. The Services must be performed in a
deliverable or any item specifically set forth in any Work Order competent, professional, and workmanlike manner by qualified
and of the actions being taken to assure completion of such personnel in accordance with applicable laws.
deliverable or item. In the event that such delay is the result of
any action or inaction by Client,Company will provide Client with 2.4. Subcontractors. Company may utilize independent
written notice that such a delay is anticipated or has occurred, contractors to perform all or part of the Services. Company will
and the reason(s)for the delay relative to the action or inaction of remain solely responsible for the performance of all of the
Client. Work on the Work Order shall not resume until the reason Services that are subcontracted.Company's subcontractors shall
for the delay has been resolved by Client and notice of its be bound by this Agreement and shall comply with all applicable
resolution has been provided to Company.Delays in delivery due laws,rules and regulations.
to such action or inaction of Client shall not be a breach of this 2.5. Exclusive Representation. Except as expressly set forth
Agreement. to the contrary in a Work Order,Client agrees that during the term
2.PERFORMANCE OF THE SERVICES of this Agreement Company shall be the exclusive provider of
Services pursuant to any Work Order and Client shall not,
2.1. Project Management. Under each Work Order,each party without Company's prior written consent, engage any other party
will designate a single point of contact within its organization to to provide services related to any project described in any Work
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Order. In the event of any engagement in violation of this Section Company to obtain, for use in connection with the Services or
2.5, Company shall be entitled to terminate this Agreement incorporation into an Invention (as defined in Section 8.1), any
pursuant to Section 6.2(c). material from a third party from whom Company has been
granted an appropriate right of sublicense, then, with prior Client
2.6. Materials. Except as otherwise specified in a Work Order, approval, Company will duly sublicense the third-party materials
Company will be responsible for and supply all necessary to Client to the extent necessary for Client to fully utilize the
equipment, materials, and other resources required to perform Invention; Company will grant the sublicense to Client subject to
the Services. the terms and conditions of any applicable sublicense
2.7. Client Materials: License. Any materials provided by agreements required by the third party; and the sublicense
Client to Company are to be used solely to perform the Services agreement will be executed by the parties and attached as part of
("Client Materials"). Company will treat the Client Materials as the applicable Work Order.
Client's Confidential Information(as defined below).Client hereby 4.2. Parties' Obligation to Seek a License. If a Work Order
grants to Company a non-exclusive, worldwide, royalty-free requires either Party to obtain, for use in connection with the
license in and to any deliverables under the applicable Work Services or incorporation into an Invention, any material from a
Order and Client Materials, under all of Client's intellectual third party from whom such Party has not acquired the
property rights therein, solely for the purpose of performing the necessary right or license for the use or incorporation, then that
Services contemplated by any Work Order in accordance with the Party will, at its sole expense, acquire the necessary right or
terms of this Agreement.Client also hereby grants to Company a license to the third-party material.
non-exclusive, worldwide, royalty-free license to use any one or
more of the trademarks, service marks, trade names, domain 5.COMPENSATION
names, logos, business and product names, slogans, and
registrations and applications for registration thereof owned by 5• Fees. Client will pay the fees as set out in each Work
Client (the "Client Brand") solely for the purpose of performing Order ("Service Fees"). Client will not reimburse Company for
the Services contemplated by any Work Order in accordance with any costs or expenses unless the nature of the costs and
the terms of this Agreement. expenses to be reimbursed are specified in the Work Order and
Company receives approval before incurring a specific cost or
3.DELIVERABLES;ACCEPTANCE OF DELIVERABLES expense. All fees payable under this Agreement are exclusive of
3.1. Initial Delivery. Company will notify Client upon taxes and similar charges.
completion of a deliverable and will deliver the deliverable to
Client in the format specified in the applicable Work Order for 5.2. Payment. Company shall submit an invoice to Client no
Client's acceptance in accordance with the terms of this Section more than once every thirty (30) days detailing the Services
3. provided to Client within such time period. Client shall pay
3.2. Inspection. After Company's delivery of each deliverable, Company for such Services within forty-five (45) days after the
unless the schedule dictates faster response,Client will have ten date of Client's receipt of Company's invoice detailing same, so
(10) business days to inspect the deliverable to verify that it long as and to the extent such Services are not disputed, are in
conforms to the applicable specifications in the applicable Work conformance with the specifications set forth in Work Order
Order. Upon completion of such fifteen business day period, if includina any references. attachments. addenda thereto, are
Client has not delivered a Rejection Notice (as defined below) submitted on an invoice documenting same, and Company has
otherwise performed and satisfied
such deliverable shall be deemed automatically accepted by the all the terms and conditions of
Client. this Agreement. If Client's invoice-approving Board or
Commission does not meet for a regularly scheduled meeting,
3.3. Rejection Notice. If Client reasonably determines that the the invoice payment due date shall be increased to sixty (60)
deliverable does not conform to the applicable specifications or days from the time of submittal by Company to Client. All
does not otherwise pass the applicable acceptance criteria set payments, fees, and any late payments shall be pursuant to
forth in the applicable Work Order, if any, Client will promptly Indiana Prompt Payment Statute; Ind.Code 5-17-5-et al.
notify Company of its determination("Rejection Notice").
5.3. Audit by Client. Company will, after reasonable prior
3.4. Correction of Nonconformities. After Company receives a notice from Client, provide Client with reasonable access no less
Rejection Notice, the Parties will meet and confer to agree in than every twelve months during the term of this Agreement to
good faith upon the timing schedule by which Company will Company's premises, records, and personnel so that Client may
perform additional Services to remedy the nonconformities set confirm, at Client's sole cost,that Company has properly invoiced
forth in the Rejection Notice and the applicable additional charges Client under this Agreement. All Company materials to which
associated therewith, if any. When Company remedies the Client is provided for such audit shall be Company Confidential
nonconformities, Company will redeliver the deliverable to Client Information.
and Client will again review the deliverable for acceptance or
rejection in accordance with this Section 3. 6.TERM AND TERMINATION
3.5. Remedies. If either party reasonably determines that 6.1. Term. This Agreement will commence on the Effective
Company will be unable to correct all nonconformities in a Date and continue for twelve j12)months from the Effective Date,
deliverable,Client will have the option,by delivering written notice after which time the term of this Agreement shall automatically
to such effect to Company, to: (i)terminate the Work Order only renew for successive 12-month periods, unless either party
with respect to and reject the nonconforming deliverable; or(ii) delivers written notice to the other party of its desire to terminate
accept the nonconforming deliverable. In the event of any this Agreement at least thirty(30)days prior to any such renewal.
termination of a portion of a Work Order pursuant to this Section Notwithstanding the foregoing, in the event that any Work Order
3.5 (ii), (x) Client shall not be obligated to pay for any portion of has not been completed as of the date that this Agreement
the Service Fees specifically allocated solely to the deliverable terminates,this Agreement,along with any such Work Order shall
under the terminated portion of the Work Order, (y)Client shall continue to be effective until the completion of such Work Order
return or destroy all embodiments of such deliverable, and (z) unless specifically terminated in accordance with the terms of this
Client shall receive no rights to such deliverable. Agreement or the terms of such Work Order. In the event no
4.THIRD PARTY MATERIALS funds are appropriated for the Agreement or its renewal in 2024
through 2025 budgets or any subsequent budgets by the Client's
4.1. Sublicense from Company. If a Work Order requires legislative body, the Client, upon providing written notice to the
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Company, has the right to terminate the Agreement without Company a limited license to use pursuant to Section 8.4,neither
penalties of any sort. party will, during or after the term of this Agreement,disclose the
Confidential Information of the other party to any third party or
6.2. Termination:Termination Fee. use the Confidential Information of the other party for any
(a) Either party may terminate this Agreement upon purpose other than as necessary for the performance or support
written notice to the other party if such other party is in breach of of the Services under this Agreement. Each party will take all
any material provision of this Agreement and such breach reasonable precautions to prevent any unauthorized disclosure of
remains uncured for a period of thirty(30)calendar days. the other party's Confidential Information
(b) Client may terminate this Agreement for 7.4. Supersede Existing Obligations. The obligations in this
convenience at any time by giving 30 calendar days prior written Section 7 replace and supersede in full each party's obligations of
notice to Company. confidentiality and nondisclosure under the terms of any
confidentiality or nondisclosure agreement between the parties.
(c) In the event of any termination of this Agreement
by Company pursuant to Section 1.4 above, Section 2.5 above, 7.5. Public Records. In addition to any exceptions to
Section 6.2(b) or by Client pursuant to any other section of this disclosing of confidential information referenced in the
Agreement other than pursuant to Section 6.2(a) above, Client Agreement, the Client, upon consulting and providing notice to
shall pay to Company within forty five days of the effective date of the Company, may disclose such confidential information if such
such termination: (i) any undisputed amount set forth in any disclosure is required by any federal or state law. Client shall
invoices delivered pursuant to Section 5,and(ii)any and all other assert any applicable exemptions under such federal or state law,
out-of-pocket costs and expenses specified in any then including without limitation the Indiana Access to Public Records
outstanding Work Order(including, but not limited to,any upfront Act,5-14-1.5-1 et seq.and otherwise not disclose any information
costs paid by Company related to any third party independent that would be deemed proprietary or constitute a trade secret
contractor specified in any applicable Work Order) that had unless ordered so by a court of competent jurisdiction.
actually been incurred by Company in anticipation of fulfillment of 8.OWNERSHIP
any then outstanding Work Order prior to delivery of the written
notice of termination by Client pursuant to this Section 6.2(c),an Except as expressly set forth to the contrary in a Work Order,prior
invoice for which will be delivered by Company to Client prior to to payment by Client to Company of the applicable Service Fee
the effective date of the termination. related to any Work Order,ownership of Inventions(as defined in
6.3. Sill-vival. Upon termination, all rights and duties of the Section 8.1) and related intellectual property rights associated
parties toward each other cease except that Sections 2.2, 2.7, with the Final Edit Versions (as defined below)of any deliverable
6.2, 6.3, 6.4,7,8, 10,and 11 will survive termination or expiration delivered pursuant to such Work Order will be vested in the
of this Agreement. Company. Upon payment by Client to Company of the applicable
Service Fee related to any Final Edit Versions of any deliverable
6.4. Return of Materials. Upon the termination of this delivered pursuant to any Work Order, ownership of Inventions
Agreement, or upon Client's earlier request,Company will deliver and related intellectual property rights associated with such Final
to Client all Client Materials to Client, and each party will deliver Edit Version of such deliverable delivered pursuant to such Work
the other party's Confidential Information (as defined below)that Order will be allocated as follows:
are in its possession or control.
8.1. inventions. All works of authorship, inventions,
7.CONFIDENTIALITY discoveries, improvements and information conceived,
7.1. Definition. "Confidential Information" means any discovered, developed or otherwise made (as necessary to
nonpublic information that relates to the actual or anticipated establish authorship, inventorship, or ownership) by Company,
business, research, or development of a party (as the solely or in collaboration with others, pursuant to Company's
"Disclosing Party") and any non-public proprietary information, performance under this Agreement and as embodied in the Final
Edit Version of a deliverable delivered pursuant to such Work
trade secrets, and knowhow of Client that are disclosed to the
Order; that contain Client's Confidential Information; or that form
other party(as the "Receiving Party") by the Disclosing Party or all or part of a Final Edit Version of a deliverable provided as part
its agents, directly or indirectly, in writing, orally, or by inspection of the Services; in each case of (i), (ii), or(iii)of this sentence
or observation of tangible items that is reasonably marked or whether developed as part of the Services or separately, but
identified as Confidential Information,or is of a nature such that a excluding Pre-Existing Works (as defined in Section 8.2) or
reasonably prudent business person would understand it to be Company Work Product (as defined in Section 8.3)(collectively,
Confidential Information. Confidential Information includes "Inventions") will be the sole property of Client. Inventions that
information that is defined as"Confidential Information"under any constitute copyrightable subject matter will be considered"works
other agreement between the parties. Confidential Information made for hire" to the extent permitted under the United States
also includes the confidential information of third parties that has Copyright Act. To the extent that ownership of the Inventions
been provided to Disclosing Party. does not by operation of law vest in Client, Company will assign
7.2. Exceptions. Confidential Information does not include any (or cause to be assigned) and does hereby assign fully and
information that Company can demonstrate with reasonable irrevocably to Client all right, title, and interest in and to the
documentary evidence: (i) was publicly known and made Inventions,including all related intellectual property rights.
generally available in the public domain before disclosed to the 8.2. Pre-Existing Works. If in the course of performing the
Receiving Party, (ii) became publicly known and made generally Services, Company incorporates into any deliverable or Invention
available, after disclosure to the Receiving Party, through no any other work of authorship, invention, discovery, improvement
wrongful action or inaction of the Receiving Party or others who or information existing before the Effective Date that is owned or
were under confidentiality obligations, was in the Receiving controlled by Company (a "Pre-Existing Work") or Company
Party's possession, without confidentiality restrictions,at the time Work Product(as defined in Section 8.3),Company will grant and
of disclosure by the Receiving Party, or was independently does now grant to Client a nonexclusive, royalty-free, perpetual,
developed without use of or reference to the Confidential irrevocable, worldwide license to reproduce,manufacture,modify,
Information. distribute, use, import, and otherwise exploit the Pre-Existing
Work or Company Work Product, as applicable, as part of or in
7.3. Nondisclosure and Nonuse. Except in connection with connection with the deliverable or Invention.
any of Company's Confidential Information contained in any
Final Edit Version of any deliverable that Client has granted 8.3. Final Edit Version Unless otherwise specified in a Work
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Order, all deliverables set forth in any Work Order, subject to (b) The entering into and performance of this
acceptance of such deliverable by Client pursuant to the terms of Agreement does not and will not violate, conflict with,or result in
this Section 3, shall be delivered to Client containing all edits and a material default under any other contract, agreement,
adjustments deemed necessary by Company to satisfy the indenture, decree, judgment, undertaking, conveyance, lien, or
applicable acceptance criteria set forth in the applicable Work encumbrance to which either party is a party or by which it or any
Order, if any (each such deliverable accepted by Client pursuant of the other party's property is or may become subject or bound.
to the terms of this Section 3, a "Final Edit Version"). Neither party will grant any rights under any future agreement,
Notwithstanding anything contained herein to the contrary and nor will it permit or suffer any lien, obligation, or encumbrances
unless otherwise specified in a Work Order, in connection with that will conflict with the full enjoyment by the other party of its
the performance of the Services associated with any Work Order rights under this Agreement.
Company shall only deliver to Client, and Client shall only retain 9.3. Right to Make Full Grant.Each party has and will have all
ownership in, the Final Edit Version of any deliverable and
ownership of all other intellectual property and work product requisite ownership, rights, and licenses to fully perform its
(including, but not limited to any and all processes, techniques, obligations under this Agreement and to grant to the other party
formulas, analysis, strategies, tactics, methods, procedures, all rights to be granted under this Agreement, free and clear of
material(s)and footages created but not used in any deliverables any and all agreements, liens, adverse claims, encumbrances,
such as outtakes and B-roll, and other operational instructions and interests of any person or entity,including,without limitation,
whether or not protectable under applicable law,that are created its employees, agents, artists, and contractors and their
for Client by Company and whether they be created by contractors'employees,agents,and artists.
independent contractors, employees or subcontractors of 9.4. Noninfrinpement. Except in connection with any violation
Company) associated with such deliverables (the "Company or claimed violation of a third party's rights that Client was
Work Product") shall be retained by Company so long as they obligated to obtain a right or license from pursuant to the terms of
contain Company's branding or product. this Agreement, (i)nothing contained in a deliverable or Invention
8.4. Limited Publicity License. Unless otherwise specified in a (including Pre-Existing Works and Company Work Product) or
Work Order, Client hereby grants to Company a non-revocable, required in order for Company to create and deliver a deliverable
non-exclusive, worldwide, royalty-free license to use the Client or Invention under this Agreement does or will infringe,violate,or
Brand and any Final Edit Version of any deliverable solely for the misappropriate any intellectual property rights of any third party
purpose of use in connection with the Company's physical or and (ii) no characteristic of any deliverable or Invention does or
electronic portfolio and/or website that Company shows to other will cause manufacturing, using, maintaining, or selling the
potential clients in the ordinary course of Company's business. Invention to infringe, violate, or misappropriate the intellectual
property rights of any third party.
8.5. Restriction. Company and Client agree that, if the use of 9.5. No Pending or Current Litigation.Neither party is involved
projection-related hardware at the Site is not discontinued, in litigation, arbitration, or any other claim and knows of no
Company may not provide for any commercial purposes to any pending litigation, arbitration, other claim, or fact that may be the
other client within two hundred (200) miles radius of Client any basis of any claim regarding any of the materials it has used or
work that is duplicative of or substantially similar to the Final Edit
Version or segments contained therein. will provide or use under this Agreement.
9.IWARRANTIES 9.6. Services. The Services will be performed in a timely,
competent, professional, and workmanlike manner by qualified
As an inducement to entering into and consummating this personnel.
Agreement, Company and Client each represents,warrants,and 10. INDEMNIFICATION
covenants to the other as follows:
9.1. Organization Representations:Enforceability. 10.1. Indemnification.
(a) Company is duly organized, validly existing,and (a) Company will indemnify, defend, and hold
in good standing in the jurisdiction stated in the preamble to this harmless Client and its directors, officers, agents, successors,
Agreement. The execution and delivery of this Agreement by and assigns from and against all third-party, losses, damages,
Company and the transactions contemplated hereby have been liabilities, costs, and expenses, including attorneys' fees and
duly and validly authorized by all necessary action on the part of other legal expenses, arising directly or indirectly from or in
Company. This Agreement constitutes a valid and binding connection with: (i) any negligent, reckless, or intentionally
obligation of Company that is enforceable in accordance with its wrongful act of Company or Company's directors, employees or
terms. agents; any breach by Company or Company's directors,
employees or agents of any of the covenants, warranties, or
(b) Client is municipal corporation organized under representations contained in this Agreement; (ii) any failure of
the laws of the State of Indiana. The execution and delivery of Company to perform the Services in accordance with all
this Agreement by Client and the transactions contemplated applicable laws, rules, and regulations; (iii) any violation or
hereby have been duly and validly authorized by all necessary claimed violation of a third party's rights resulting in whole or in
action on the part of Client. This Agreement constitutes a valid part from Client's use of the work product of Company or
and binding obligation of Client that is enforceable in accordance deliverables under this Agreement(except in connection with any
with its terms. violation or claimed violation of a third party's rights that Client
9.2. No Conflict. was obligated to obtain a right or license from pursuant to the
terms of this Agreement); or(iv) injuries to persons that occur on
(a) The entering into and performance of this Company's premises or premises under Company's control.
Agreement by either party does not and will not violate, conflict
with, or result in a material default under any other contract, (b) Client will indemnify, defend, and hold harmless
agreement, indenture, decree, judgment, undertaking, Company and its directors, officers, agents, successors, and
conveyance, lien, or encumbrance to which either party is a party assigns from and against all third-party losses, damages,
or by which it or any of such party's property is or may become liabilities, costs, and expenses, including attorneys' fees and
subject or bound. Each party will not grant any rights under any other legal expenses, arising directly or indirectly from or in
future agreement,nor will it permit or suffer any lien,obligation,or connection with: (i) any negligent, reckless, or intentionally
encumbrances that will conflict with the full enjoyment by the wrongful act of Client or Client's directors, employees or agents;
other party of its rights under this Agreement. any breach by Client or Client's directors,employees or agents of
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any of the covenants, warranties,or representations contained in 11.5. NOTWITHSTANDING ANYTHING TO THE CONTRARY
this Agreement; (ii) any failure of Client to comply with all IN THIS AGREEMENT, IN NO EVENT SHALL COMPANY'S
applicable laws, rules, and regulations; (iii) any violation or TOTAL AGGREGATE LIABILITY ARISING OUT OF OR
claimed violation of a third party's rights resulting in whole or in RELATED TO THIS AGREEMENT, WHETHER INCURRED
part from any violation or claimed violation of a third party's rights WITH RESPECT TO ONE CLAIM, OR CUMULATIVELY
that Client was obligated to obtain a right or license from pursuant INCURRED FROM MULTIPLE RELATED OR UNRELATED
to the terms of this Agreement; or (iv) injuries to persons that CLAIMS ARISING UNDER THIS AGREEMENT FROM TIME TO
occur on Client's premises or premises under Client's control. TIME, AND WHETHER IN CONTRACT, TORT OR UNDER ANY
10.2. Intellectual Property Infringement. In the event of any OTHER THEORY OF LIABILITY, EXCEED AN AMOUNT EQUAL
TO THE TOTAL AMOUNTS PAID BY CLIENT TO COMPANY
claim concerning the intellectual property rights of a third party DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE
that would prevent or limit Client's use of the Inventions(except in EVENT GIVING RISE TO THE FIRST CLAIM BROUGHT
connection with any violation or claimed violation of a third party's HEREUNDER.
rights that Client was obligated to obtain a right or license from
pursuant to the terms of this Agreement), Company will, in 11.6. J egal Fees, In the event that of any dispute between the
addition to its obligations under Section 10.1, take one of the parties, the non-prevailing party shall pay all reasonable fees and
following actions at its sole expense: expenses, including,without limitation,reasonable attorneys'fees
(a) procure for Client the right to continue use of the and costs, incurred by the prevailing party.
Invention or infringing part thereof; 11.7. Governing Law. This Agreement will be interpreted,
(b) modify or amend the Invention or infringing part construed, and enforced in all respects in accordance with the
thereof, or replace the Invention or infringing part thereof with local laws of the State of Indiana, without reference to its choice
another Invention having substantially the same or better of law rules. The parties agree that any action arising out of or in
capabilities. connection with this Agreement will be heard in the federal,state,
or local courts in Indianapolis, Indiana, and each party hereby
11. MISCELLANEOUS irrevocably consents to the exclusive jurisdiction and venue of
these courts.
11.1. Services and Information Prior to Effective Date. All 11.8. Nonassignment. Neither this Agreement nor any rights
services performed by Company and all information and other under this Agreement may be assigned or otherwise transferred,
materials disclosed between the parties prior to the Effective Date in whole or in part, whether voluntarily or by operation of law,
will be governed by the terms of this Agreement, except where without the prior written consent of the other party; provided,
the services and all information and other materials disclosed however, that this Agreement and the rights under this
between the parties are covered by a separate agreement Agreement may be assigned or otherwise transferred by
between Company and Client. Company without the consent of Client (i) in connection with a
11.2. Independent Contractor. It is the express intention of the sale of all or substantially all of the assets of the portion of
parties that Company perform the Services as an independent Company's business related to the provision of Services under
contractor. Without limiting the generality of the foregoing, this Agreement or(ii) in connection with a merger,conversion or
Company is not authorized to bind Client to any liability or other similar action of Company for the purpose of changing
obligation or to represent that Company has any authority. Company's state of formation or corporate form. Subject to the
Company will indemnify and hold Client harmless to the extent of foregoing, this Agreement will be binding upon and will inure to
any obligation imposed on Client resulting from a determination the benefit of the parties and their respective successors and
that Company is not an independent contractor. assigns. Any assignment in violation of the foregoing will be null
and void.
11.3. Force Maieure. Company shall not be liable for any
failure to perform its obligations under this Agreement if such 11.9. Notices. Any notice required or permitted under the terms
failure arises, directly or indirectly, out of any acts of God,acts of of this Agreement or required by law must be in writing and must
government, flood, fire, earthquakes, civil unrest, epidemic, be: delivered in person, sent by first class registered mail, or air
pandemic, acts of terror, strikes or other labor problems, mail, as appropriate,or sent by overnight air courier,in each case
computer, telecommunications, Internet service provider or properly posted and fully prepaid to the appropriate address as
hosting facility failures or delays involving hardware, software or set forth below. Either party may change its address for notices
power systems not within Company's possession or reasonable by notice to the other party given in accordance with this Section
control (including, but not limited to, delays or destruction of 11.8. Notices will be deemed given at the time of actual delivery
electronic data or information resulting from failures of hard in person, three business days after deposit in the mail as set
drives, storage disks, thumb drives or other such digital media forth above, or one day after delivery to an overnight air courier
memory cards on which such information was held), denial of service.
service attacks, incompatibility of Client's equipment or software
with Company's equipment or software, acts or omissions of 11.10. Waiver. Any waiver of the provisions of this Agreement or
vendors or suppliers, transportation and telecommunications of a party's rights or remedies under this Agreement must be in
difficulties. writing to be effective. Failure, neglect, or delay by a party to
enforce the provisions of this Agreement or its rights or remedies
11.4. EXCEPT FOR BREACHES OF SECTION 7 OR at any time, will not be construed as a waiver of the party's rights
SECTION 10, EACH PARTY WILL NOT, UNDER ANY under this Agreement and will not in any way affect the validity of
CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR the whole or any part of this Agreement or prejudice the party's
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, right to take subsequent action. Exercise or enforcement by
ANTICIPATORY OR EXEMPLARY DAMAGES ARISING OUT OF either party of any right or remedy under this Agreement will not
OR RELATED TO THE TRANSACTION CONTEMPLATED preclude the enforcement by the party of any other right or
UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED remedy under this Agreement or that the party is entitled by law
TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF A to enforce.
PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH 11.11. Severahility. If any term, condition, or provision in this
DAMAGES OCCURRING.THIS LIMITATION WILL APPLY EVEN Agreement is found to be invalid, unlawful, or unenforceable to
IF THE REMEDIES AVAILABLE IN THIS AGREEMENT HAVE any extent, the parties will endeavor in good faith to agree to
FAILED OF THEIR ESSENTIAL PURPOSE. amendments that will preserve, as far as possible,the intentions
DocuSign Envelope ID:56AA309B-2BAE-4646-8EE6-D86066D3C8AE
expressed in this Agreement. If the parties fail to agree on an 11.16. Non-discrimination. The Company represents and
amendment, the invalid term, condition, or provision will be warrants that it and all of its officers, employees, agents, and
severed from the remaining terms, conditions, and provisions of sub-contractors shall comply with all laws of the United States,
this Agreement,which will continue to be valid and enforceable to the State of Indiana and City of Carmel prohibiting discrimination
the fullest extent permitted by law. against any employee, applicant for employment or other person
in the provision of any Services provided under the Agreement
11.12. Counterparts. This Agreement may be executed in any with respect to their hire, tenure,terms,conditions and privileges
number of counterparts, each of which will be deemed to be an of employment and any other matter related to their employment
original and together will constitute one and the same agreement. or subcontracting, because of race,religion,color,sex,handicap,
This Agreement may be executed and delivered electronically or national origin,ancestry,age,or disabled veteran status.
by facsimile and such execution and delivery will have the same
force and effect of an original document with original signatures. 11.17. IRAN CERTIFICATION: Pursuant to I.C.§5-22-16.5,
the Company shall certify that, in signing this document, it does
11.13. Headings. Headings are used in this Agreement for not engage in investment activities within the Country of Iran.
reference only and will not be considered when interpreting this
Agreement. 11.18. If the Company has any employees in the United States
of America, pursuant to I.C. § 22-5-1.7 et seq.,as the same may
11.14. Integration. This Agreement and all exhibits contain the
entire agreement of the parties with respect to the subject matter be amended from time time, and as is incorporated y will by
this reference (the "Indiana
E-Verify Law"), the Company will be
of this Agreement and supersede all previous communications, required to enroll in and verify the work eligibility status of its
representations, understandings, and agreements, either oral or newly-hired employees using the E-Verify program,affirming that
written, between the parties with respect to said subject matter. it is enrolled and participating in the E-Verify program and does
No terms, provisions, or conditions of any purchase order, not knowingly employ unauthorized aliens. In support of the
acknowledgement, or other business form that either party may Affidavit, the Company shall provide the Client with
use in connection with the transactions contemplated by this documentation indicating that it has enrolled and is participating
Agreement will have any effect on the rights,duties,or obligations in the E-Verify program. Should the Company subcontract for the
of the parties under, or otherwise modify, this Agreement, performance of any work under and pursuant to this Agreement,
regardless of any failure of a receiving party to object to these it shall fully comply with the Indiana E-Verify Law as regards each
terms, provisions, or conditions. This Agreement may not be such sub-contractor. Should the Company or any sub-contractor
amended,except by a writing signed by both parties. violate the Indiana E-Verify law, the Client may require a cure of
11.15. Liens. The Company shall not cause or permit the filing of such violation and thereafter, if no timely cure is performed,
any lien on any of Client's property. In the event any such lien is terminate this Agreement in accordance with either the provisions
filed and the Company fails to remove such lien within ten (10) hereof or those set forth in the Indiana E-Verify Law. The
days after the filing thereof, by payment or bonding, the Client requirements of this paragraph shall not apply should the E-Verify
shall have the right to pay such lien or obtain such bond,all at the program cease to exist.
Company's sole cost and expense.
(Signature page follows)
DocuSign Envelope ID:56AA309B-2BAE-4646-8EE6-D86066D3C8AE
The parties authorized representatives have duly executed this Agreement,effective as of the Effective Date:
CITY OF CARMEL,INDIANA BLOCKHOUSE STUDIOS
by and through its Board of Public Works and Safety
Signature: _sA""°" � 0 Signature:
James Br inar Presiding Officer Kevin Winkler,Owner/Chief Innovation Officer
Date: 11/15��023 Date: November 14, 2023
(-DocuSigned by:
Signature: ""1 tnan � _ Address for Notices:
'-6E37CC0C068E4C4...
Mary Ann Burke,Member 3137 N Westbury Village Drive Building 1
Date: 11/15/2023 Bloomington, In 47404
o"--DocuSigned by:
Signature: I6Vt U361.66tti,
'-B6D22381842B400...
Lori S.Watson, Member
11/15/2023
Date:
,-DocuSigned by:
ATTEST: Sx.c. WoLC -`
Signature:Lbb3Ab9LJ Avb44L ...
Sue Wolfgang,Clerk
Date:11/15/2023
CARMEL REDEVELOPMENT COMMISSION
Signature:
Henry Mestetsky,CRC Executive Director
Date:
Signature:
William Hmmer,CRC President
Date:
ATTEST:
Signature:
,Secretary
Date:
Address for Notices:
DocuSign Envelope ID:56AA309B-2BAE-4646-8EE6-D86066D3C8AE
SCHEDULE 1
[APPROVED
WORK ORDER By Sergey Grechukhin at 2.34 pm,Nov 14,2023
Company:Blockhouse Studios:Client:City of Carmel and Carmel Redevelopment Commission Date:November 10th 2023
Work Order#:111023 Effective From:November 10th 2023
This Work Order is made and entered into by and between The City of Carmel and the Carmel Redevelopment
Commission("Client")and Blockhouse Media LLC("Company")and is made pursuant to the Master Services Agreement dated
November 10th 2023.This Work Order#1001 is effective as of November 10th 2023
1.DESCRIPTION OF SERVICES;SERVICE FEES
Description of the Services Service Fees
Company shall set-up, install and integrate the Final Edit Version of the Project as specified $110,000
below on the Palladiscope System.
2.PROJECT SPECIFICATIONS
Final Edit Version Files of Show Segments:
(1)Snow Falling on Decorated Palladium with Nutcrackers for use during the Christkindl Market
(2)Content depicting a frozen Palladium with Orchestra and Conductor for use during Ice Carving Event
Media Pack:folder of associated hi-res images of the Shows,2 videos,and ad/text copy for PR.
Service Fee:$110,000 under payment schedule specified below
3.PROJECT MANAGERS
Client and Company will each designate a point of contact who will be responsible for all communication and
management for this Work Order.The following are the project managers for this Work Order:
Client Contact Company Contact:
Name: Henry Mestestky Name:Jane Chambers
Title:Carmel Redevelopment Director Title: Project Manager/AR/AP
IT Contact:
Name: Morgan Reinhart
Title:City of Carmel-Network Administrator
PR Contact:
Name:Anne O'Brien
Title:Project Manager and Carmel Arts&Design District Liaison
4.DELIVERY SCHEDULE; DELIVERY METHOD
Final Edit Version files to be delivered electronically.
5.PAYMENT SCHEDULE
Due upon execution of this Work Order•$52,500
Due Upon Activation of Christkindlmarkt-Content on or about November 15th•$38,000
Due Upon Activation of Ice Carving Event Content-on or about January 20th 2024•$19,500
Signatures:
Client: Company:
Title: Title: Project Manager/Blockhouse Studios
Client:
Title:
Client:
Title:
DocuSign Envelope ID:56AA309B-2BAE-4646-8EE6-D86066D3C8AE Page 1 of 1
INDIANA RETAIL TAX EXEMPT 9
City ®f Carmel CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER
FEDERAL EXCISE TAX EXEMPT 108076
ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,A/P
CARMEL, INDIANA 46032-2584 VOUCHER,DELIVERY MEMO,PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL-1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
12/5/2022 376809 PROJECTION MAPPING SERVICES FOR EVENTS
BLOCKHOUSE STUDIOS, LLC COMMUNITY RELATIONS
VENDOR 2051 W. FOUNTAIN DRIVE SHIP 1 CIVIC SQ
TO Carmel, IN 46032-
BLOOMINGTON, IN 47403 -
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
72068
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Department: 1203 Fund: 101 General Fund
Account: 43-590.03
1 Each PROJECTION MAPPING SERVICES FOR EVENTS $50,000.00 $50,000.00
Sub Total $50,000.00
.c OF Ciliriitt
1!i
A 9 A
R ■ 8 ■ v u >t111A
Send Invoice To: �*.�I � �
COMMUNITY RELATIONS !�/
1 Civic Square
Carmel, IN 46032-
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
PAYMENT $50,000.00
SHIPPING INSTRUCTIONS *A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
*SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
*C.O.D.SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
*THIS E SUE IN M MUST APPEAR ON ALL SHIPPING C LABEL
*THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 194'.
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY -
Nancy Heck James Crider
TITLE Director Director of Administration
CONTROL NO. 1 08076 CONTROLLER