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HomeMy WebLinkAboutResolution BPW 01-24-24-10/MAYOR/Ginovus, LLC/$20,000/Consulting Services for Economic DevelopmentRESOLUTION NO. BPW 01-24-24-10 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 toher authority under Indiana law, the City’smayor, the Honorable Sue Finkam, has caused tobe signed the Agreement attached hereto (the “Contract”); and WHEREAS, Mayor Finkam 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 , 2024. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: Sue Finkam, Presiding Officer Date: Laura Campbell, Member Date: Alan Potasnik, Member Date: ATTEST: Jacob Quinn, Clerk Date: DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD January 1/24/2024 1/24/2024 1/24/2024 1/24/2024 24 APPROVED By Sergey Grechukhln 9:30 am, 11, 2024 THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter City"), and Ginovus, LLC (hereinafter "Professional"). RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the professional services Services") referenced herein; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1 INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2 SCOPE OF SERVICES 2.1 City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit j, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services to City. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after City has approved Professional's time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to City. A copy of the City's authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City. 2.3 Time is of the essence of this Agreement. DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD SECTION 3 CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 1160 101 43-419.99 fund. 3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services. SECTION 4 PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5 COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Twenty Thousand Dollars ($20,000.00) (the "Estimate"). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35) days from the date of City's receipt of same. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City's prior written consent. DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD SECTION 6 TERM Unless otherwise terminated in accordance with the termination provisions set forthin Section 7 .1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2024, and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. SECTION 7 MISCELLANEOUS 7.1 Termination 7 .1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days' notice. 7 .1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional's receipt of City's "Notice to Cease Services." 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD Ginovus, LLC Mayor's Office -2024 Appropriation #1160 101 43-419.99 Fund; P.O.#110754 Contract Not To Exceed $20,000.00 7.5 Insurance 7.5.1 Professional shall, as a condition precedent to this Agreement, purchase and thereaftermaintain such insurance as will protect it and City from the claims set forth below which may arise out of or result from Professional's operations under this Agreement, whether such operations be by Professional or by its subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose acts any of them may be liable: 1)Claims under Worker's Compensation and Occupational Disease Acts, and any other employee benefits acts applicable to the performance of the work; 2)Claims for damages because of bodily injury and personal injury, including death, and; 3)Claims for damages to property. Professional's insurance shall be not less than the amounts shown below: A.Commercial General Liability (Occurrence Basis) B. C. Bodily Injury, personal injury, property damage, Contractual liability, product/completed operations Each Occurrence Limit Damage to Rented Premises Medical Expense Limit 1,000,000.00 100,000.00 each occurrence) Personal and Advertising Injury Limit 5,000.00 500,000.00 General Aggregate Limit $2,000,000.00 (Other than Products Completed Operations) NOTE: GENERAL AGGREGATE TO APPLY PER PROJECT Products/Completed Operations Auto Liability Bodily injury & property damage Excess/Umbrella Liability 1,000,000.00 1,000,000.00 (combined single limit) (owned, hired & non-owned) 1,000,000.00 each accident 2,000,000 (each occurrence S:\Contrncts\Depaitrnents\Maym"sOffice\2024\Ginovus, LLC Professional Services.docx:1/5/2024 3:59 PM] 4 DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD Ginovus, LLCMayor's Office -2024Appropriation #1160 101 43-419.99 Fund; P.O.#110754ContractNotToExceed $20,000.00 7.6 Liens D.Worker's Compensation & Disability E.Employer's Liability: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: and aggregate) Statutory 100,000 each employee 250,000 each accident 500,000 policy limit F.Professional Liability Insurance. The Professional shall carry and maintain during the continuance of this Agreement, professional liability insurance in the amount of 2,000,000 for single limit claims and $3,000,000 in the aggregate. The Professional's policy of insurance shall contain prior acts coverage sufficient to cover all Services performed by the Professional for this Project. Upon City's request, Professional shall give prompt written notice to City of any and all claims made against this policy during the period in which this policy is required to be maintained pursuant to this Agreement. If the insurance is written on a claims-made basis and coverage is cancelled at any time, the Professional will obtain, at its cost, an extended reporting endorsement which provides continuing coverage for claims based upon alleged acts or omissions during the term of the Agreement until all applicable statute of limitation periods have expired. 7.5.2 Professional shall provide the City with a certificate of insurance, naming the City as an additional insured," showing such coverage then in force (but not less than the amount shown above) shall be filed with City prior to commencement of any work. These certificates shall contain a provision that the policies and the coverage afforded will not be canceled until at least thirty (30) days after written notice has been given to City. 7.5.3 Professional may, with the prior approval of the City, substitute different types of coverage for those specified if the total amount of required protection is not reduced. Professional shall be responsible for all deductibles. 7 .5.4 Nothing in the above provisions shall operate as or be construed as limiting the amount of liability of Professional to the above enumerated amounts. Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional's sole cost and expense. S:\Contrncts\Depaitrnents\Maym"sOffice\2024\Ginovus, LLC Professional Services.docx:1/5/2024 3:59 PM] 5 DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD 7.7 Default In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days afterreceipt of notice from City specifying same; or ( d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7 .10 Discrimination Prohibition Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD Ginovus, LLC Mayor's Office -2024 Appropriation #1160 101 43-419.99 Fund; P.O.#110754 Contract Not To Exceed $20,000.00 7.11 E-Verify Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verifythe work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit C, which is an Affidavit affirmingthat: (i) Professional is enrolled and is participating in the E-Verify program, and ii)Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit C. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effectuntil said Affidavit is signed by Professional and delivered to the City's authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-Verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven 7)days of the effectivedate of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty (30) days ("Cure Period"). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist. 7 .12 Severability If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.13 Notice Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel Mayor's Office One Civic Square Carmel, Indiana 46032 S:\Contrncts\Depaitrnents\Maym"sOffice\2024\Ginovus, LLC Professional Services.docx:1/5/2024 3:59 PM] 7 City of Carmel Officeof Corporation Counsel One Civic Square Carmel, Indiana 46032 DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD PROFESSIONAL: Ginovus, LLC 9 Municipal Drive, Suite 1 Fishers, Indiana 46038 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7 .14 Effective Date The effectivedate ("Effective Date") of this Agreement shall be the date on which the last of the partieshereto executes same. 7.15 Governing Law; Lawsuits This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its confiict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 7.16 Waiver Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affectthe rights of such party to require such performance at any time thereafter. 7 .17 Non-Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.18 Entire Agreement This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effectivefor any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement confiicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD 7 .19 Representation and Warranties Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.20 Headings All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.21 Advice of Counsel The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue infiuence or coercion. 7.22 Copyright City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional's property. 7.23 Personnel Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.24 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years afterthe expiration or early termination of this Agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD Ginovus, LLC Mayor's Office -2024 Appropriation #1160 101 43-419.99 Fund; P.O.#110754 Contract Not To Exceed $20,000.00 7.25 Accomplishment of Project Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City's organization. 7 .26 Debarment And Suspension 7 .26.1 The Professional 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 infiuence on or substantive control over the operations of the Professional. 7.26.2 The Professional certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Professional shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City's request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 7.27 Access to Public Records Act Professional understands and agrees that any "public record", as that term is defined in Indiana Code 5-14-3- 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the provisions of Indiana's Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seq., as amended. 7.28 Iran Certification Pursuant to I.C. § 5-22-16.5, the Professional shall certifythat, in signing this Agreement, it does not engage in investment activities within the Country of Iran. S:\Contrncts\Depaitrnents\Maym"sOffice\2024\Ginovus, LLC Professional Services.docx:1/5/2024 3:59 PM] 10 DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD GINOVUS® Exhibit A STATEMENT OF WORK AGREEMENT This Statement of Work Agreement (this "Agreement") is entered into on this __ day of January 2024, by and between the City of Carmel, Indiana (the "Client"), whose address is One Civic Square, Carmel, Indiana 46032 and Ginovus, LLC, an Indiana limited liability company ("Ginovus"), whose address is 9 Municipal Drive, Suite I, Fishers, Indiana, 46038. In consideration of the mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties to this Agreement agree as follows: I.Scope of Work Ginovus shall provide consulting services and deliverables to the Client in accordance with the scope of services set forth on Exhibit A attached hereto (the "Services"). 2.Rate for the Services a.In consideration for Ginovus' performance of the Services, the Client shall pay Ginovus a fixed fee equal to Twenty Thousand Dollars ($20,000), in two (2) equal installments as follows: i) $10,000 shall be due upon execution of this Agreement; and ii) $10,000 shall be due thirty (30) days following the date of execution of this Agreement. b.Late fees will be assessed on fees payable to Ginovus by the Client when the fees are not paid in accordance with the terms and conditions stated in the Ginovus invoice sent to the Client. The late fee payment will be assessed monthly at a rate of 1.5% of the balance payable to Ginovus by the Client. 3.Term and Termination a.This Agreement shall commence effectiveas of the date first written above and shall terminate upon completion of the Services and delivery of the deliverables outlined Exhibit A (the "Term"). Each party recognizes that events outside of its control could alter the Term. In the event that outside factorsimpact the Term, the parties shall communicate with one another to assess the impact on delivery of the Services and, upon mutual agreement, may extend the Term. b.Upon 30 days advance written notice to the other party, given in accordance with Section 9( c) of this Agreement, either party, for convenience and without cause, may terminate this Agreement. c.In the event the Client terminates this Agreement in accordance with Section 3(b), the Client shall pay Ginovus for any services performed prior to the date of termination, including any earned by unpaid fixed fees due under Section 2 above. In the event Ginovus terminates this Agreement, Ginovus shall refund any fees paid for work that has not yet been performed. 4.Confidentiality Statement It is contemplated that in the course of the performance of this Agreement each party may, from time to time, disclose Confidential Information," as hereinafter defined, to the other. Each party agrees that for the Term of this Agreement and for so long as such information remains Confidential Information, the receiving party shall keep confidential and shall not publish or otherwise disclose, and will take all reasonable steps to prevent disclosure of, such Confidential Information and will not use any Confidential Information except to the extent necessary to perform its obligations under this Agreement; provided, however, that no provision of this Agreement shall be construed to preclude such disclosure of Confidential Information as may be necessary or appropriate to obtain from any governmental agency any necessary approval. For purposes of this Agreement, "Confidential Information" shall mean any information provided by one party 2002-2023, Ginovus, All Rights Reserved, Confidential and Proprietary DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD GINOVUS® to the other hereunder in written or other tangible medium and marked as confidential or, if disclosed orally or displayed, confirmed in writing as confidential within thirty (30) days after disclosure, except {i) any portion thereof which is or becomes generally known to the public through no fault of the receiving party, or {ii) is required to be disclosed by applicable statute, rule or regulation of any court or regulatory authority with competent jurisdiction; provided, that the disclosing party shall be notified as soon as possible and the receiving party shall, if requested by the disclosing party, use reasonable good faithefforts, at the expense of the disclosing party, to assist in seeking a protective order (or equivalent) with respect to such disclosure or otherwise take reasonable steps to avoid making such disclosure. If either party violates this Section 4, the other party may pursue any and all rights and remedies under applicable statutory and common law, including monetary damages. Notwithstanding any other provision of this Section 4 or this Agreement, Ginovus may disclose to its sole member, Taft Stettinius & Hollister LLP ("Taft"), such information about the Client, this Agreement, or the relationship between Ginovus and the Client as may necessary or desirable (a) to enable Ginovus to perform its obligations under this Agreement; or (b) to enable Taft to oversee the activities of Ginovus and/or to perform such administrative functions as Taft or Ginovus may consider appropriate. Taft, as the sole owner of Ginovus, agrees to be bound by the Confidentiality provisions of this agreement. 5.Authorized Expenses The Client shall reimburse Ginovus for all out-of-pocket expenses incurred in the performance of the Services, including without limitation, mileage (at the applicable federal rate), air transportation, lodging, ground transportation (rental car or taxi cab), parking, meals, entertainment of local, state and/or federal economic development officials (meals), long distance, facsimile and cellular telephone services. It is understood that the total amount of expenses shall not exceed $500 in total for the project unless approved in advance by the Client. If costs above the $500 cap are not approved in advance by the Client, such costs shall be Ginovus' responsibility. The Client shall reimburse Ginovus for out-of-pocket expenses when invoiced by Ginovus, which will be on a monthly or quarterly basis. Ginovus shall provide copies of receipts for all out- of-pocket expenses. 6.Ownership and Law-Related Services Disclosure The Client acknowledges that, although Ginovus is owned by the law firm of Taft, {i) Ginovus is not a law firm and offers or provides only law-related services, not legal services, whether the services are provided by lawyers or non-lawyer personnel; {ii) this Agreement does not create a lawyer-client relationship between the Client and Ginovus or any of its personnel, nor does it create a lawyer-client relationship between the Client and Taft or any of its lawyers; {iii) because no lawyer-client relationship is created, the protections of the lawyer-client relationship do not exist, including without limitation the attorney-client privilege, protection of confidential client information, avoidance of conflicts of interest, and exercise of independent judgment; and (iv) in the event the Client desires legal services to be provided in connection with the subject matter of this Agreement, and if the Client desires to engage Taft to provide those legal services, the Client may separately engage Taft for that purpose upon such terms as the Client and Taft may agree. However, Taft is not obligated to accept the Client as its client, and the Client is not obligated to engage Taft, but may engage counsel of the Client's choice. The Client shall not make any representations to any third parties inconsistent with this Section 6. 7.Progress Reports Ginovus shall provide a reasonable number of updates to the Client throughout the duration of the project. Acceptable forms of progress reporting include, but are not limited to, telephone calls, e-mail, written correspondence and face-to- face meetings. 8. a. Representations and Warranties Ginovus Representations and Warranties. Ginovus represents and warrants to the Client that: i)Organization and Power. Ginovus is a limited liability company duly organized and validly existing under the laws of the State of Indiana and has all requisite power and authority to enter into this Agreement; 2002-2023, Ginovus, All Rights Reserved, Confidential and Proprietary DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD GINOVUS® ( ii)Authorization. Ginovus is duly authorized by all requisite action to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and that the same do not conflict or cause a default with respect to its obligations under any other agreement; and iii) b. i) Execution & Delivery. Ginovus has duly executed and delivered this Agreement. The Client's Representations and Warranties. The Client represents and warrants to Ginovus that: Organization and Power. The Client has all requisite power and authority to enter into this Agreement; ii)Authorization. The Client is duly authorized by all requisite action to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and that the same do not conflict or cause a default with respect to its obligations under any other agreement; and iii) 9. Execution & Delivery. The Client has duly executed and delivered this Agreement. Miscellaneous. a.Entire Agreement. This Agreement constitutes the entire and sole agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations, understandings, or other matters, whether oral or written, with respect to the subject matter hereof. This Agreement cannot be modified, changed or amended, except for in writing signed by a duly authorized representative of each of the parties. b.Assignment. Neither party may assign or delegate this Agreement or any rights, duties or obligations hereunder to any other person and/or entity without prior express written approval of the other. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. c.Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be either (a) sent by Federal Express (or other nationally recognized courier service) for overnight delivery, or (b) sent by United States registered or certified mail, return receipt requested, postage prepaid and addressed to the parties, at their respective addresses set forth in the preamble of this Agreement. Such notices shall be effective {i) one (I) business day after delivery by Federal Express (or such other nationally recognized courier service), if sent by Federal Express (or by such other nationally recognized courier service) for overnight delivery or {ii) four (4) business days after deposit in the mails, if mailed by registered or certified mail. d.Severability. If any provision of this Agreement is declared invalid or unenforceable, such prov1s1on shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be. e.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana without giving effect to its choice of law principles. All parties to this Agreement agree to submit to the jurisdiction of any state or federal court located in Marion County, Indiana, to resolve any dispute arising from, through, or in any manner related to this Agreement. f.Titles and Headings; Rules of Construction. Titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Whenever the context so requires the use of or reference to any gender includes the masculine, feminine and neuter genders; and all terms used in the singular shall have comparable meanings when used in the plural and vice versa. 2002-2023, Ginovus, All Rights Reserved, Confidential and Proprietary DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD GINOVUS® g.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. h.Attorneys' Fees. In the event that any party to this Agreement is required to retain the services of any attorney to enforce or otherwise litigate or defend any matter or claim arising out of or in connection with this Agreement, then the prevailing party shall be entitled to its reasonable attorneys' fees and costs from the other party. IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have caused this Agreement to be executed as of the date first written above. CITY OF CARMEL, INDIANA GINOVUS, LLC By: ____________ _By: ______________ _ Printed Name:. ____________ _ Printed Name: ______________ _ Title: _______________ _ Title: ________________ _ 2002-2023, Ginovus, All Rights Reserved, Confidential and Proprietary DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD GINOVUS® Exhibit A PROJECT SCOPE Ginovus shall prepare an executive summary of data to be used by Client to market the City of Carmel to executives of a company considering relocation or expansion in the City of Carmel (the "Target Company"). The Executive Summary will include the following data points: 1.Talent quality, availability and cost for the labor market area, including diversity of the community; 2.Quality of place overview, including attributes of and investments made by Carmel; 3.Overview of key public policy initiatives and organizations focused on growing the IT community locally; 4.Summary of key City of Carmel initiatives; 5.Key business climate factors; 6.Airline connectivity to the Target Company's two (2) primary locations of operation; and 7.Summary of potential local and state incentive tools to offset project and operating costs, based on potential employment range shared by the Target Company. Ginovus will also prepare a branded City of Carmel slide deck that will summarize the data outlined above, along with key takeaways that can delivered to the executive leadership team of the Target Company. 2002-2023, Ginovus, All Rights Reserved, Confidential and Proprietary DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD Project Name: Invoice No. Purchase Order No: Signature Printed Name Date: DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD EXI-IIBITC AFFIDAVIT L r. c 11,(;;J 1r-, :lr i • . . bemg firstdu:lysworn, deposes and says that he/she is f iliar with and h s personal knowledge of the factsherein and, if called as a witness in this matter, could testify as foUows: 1. 2. 3. 4. 5. I am over eighteen (18) years of age and am competent to testify to the factscontainedherein. I am 110w and at al I times relevant herei:n have beenemployed by 6= 1 r. 0 s (the "Employer'') in the position of Exec....tive_ M""'J';) Viach1- I am familiar with the employment policies; practices, and procedures of the Employerandhavetheauthoritytoactonbehalfofth.eEmployer, The Employer is enrolled and }?articipates in the federal E-Verify program andhasprovideddocumentationofsuchenrollmentandparticipationtotheCityofCarmel, Indiana, The Company does not knowingly employ artyunauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the _q..._th __ day of J O.nv-0.Vi , 201_i. d°'1S) I certify under the penalties for ;perjury under thelaws of the United States of America and the StateofIndianathattheforegoingfac:::tµ.alstatements and r presentatfons are trueand correct. d-\ DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD INDIANA RETAIL TAX EXEMPT Page 1 of 1CityofCarmelCERTIFICATENO. 003120155 002 0 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 110754 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 1/5/2024 372408 CONSUL TING SERVICES GINOVUS LLC Mayor's Office VENDOR 9 MUNICIPAL DRIVE SHIP 1 Civic Square SUITE 1 TO Carmel, IN 46032- FISHERS, IN 46038 - PURCHASE ID BLANKET I CONTRACT PAYMENT TERMS FREIGHT 83897 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE I EXTENSION Fund: 101 General FundDepartment: 1160 Account: 43-419.99 1 Each CONSULTING SERVICES FOR ECONOMIC DEVELO0PMENT $20,000.00 Sub Total 20,000.00 Send Invoice To: Mayor's Office 1 Civic Square Carmel, IN 46032- 20,000.00 PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT I PROJECT I PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 AND ACTS AMENDA TORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY CONTROL NO. 110754 TITLE CONTROLLER PAYMENT $20,000.00 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 Sharon Kibbe Executive Office Ma nager James Crider Director of Administration DocuSign Envelope ID: 51CF065B-B3E1-4329-B6A9-D399ACB1ECAD