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Home My WebLink AboutElectron Charger LLC/STREET/$2,933.12/Tarkington Garage/Addendum to Charging as a Service AgreementADDENDUM TOCHARGING AS A SERVICE AGREEMENT This Addendum is entered into by and between the City of Carmel, Indiana by and through its Street Department (the “City”) and Electron Charger, LLC, a business entity authorized to do business in the State of Indiana (“the Vendor”). The purpose of this Addendum is to add and clarify certain terms and conditions set forth in the attached Charging As a Service Agreement prepared by the Vendor (the “Agreement”). Any inconsistency, conflict, or ambiguity between this Addendum and the Agreement shall be resolved by giving precedence and effect to this Addendum. 1. ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Addendum, and agrees that its execution of same constitutes its acceptance of all of the Addendum’sterms and conditions. 2. TIME AND PERFORMANCE: This Addendum and the Agreement shall become effective as of the last date on which a party hereto executes same (“Effective Date”), and both parties shall thereafter perform their obligations hereunder in a timely manner or as specified in the Agreement. Time is of the essence of thisAddendum and the Agreement. 3. LIENS: Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense. 4. NON-DISCRIMINATION: Vendor represents and warrants that itand all of its officers, employees, agents, Vendors and sub-Vendors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided under the Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, or disabled veteran status. 5. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document, it does not engage in investment activities within the Country of Iran. 6. E-VERIFY: If Vendor has any employees in the United States of America, pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the “Indiana E- Verify Law”), Vendor will be required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, affirming that it is enrolled and participating in the E-Verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E-Verify Law as regards each such sub-contractor. Should the Vendor or any sub-contractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, ifno 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. 1 7.PAYMENT TERMS: Upon receipt of the invoice forthe services provided, as outlined in the Agreement, theCity shall pay Vendor for such goods and services within thirty-five (35) days after the date of City’s receipt of Vendor'sinvoice detailing same, so long as and to the extent such goods and services are not disputed, are in conformance with the specifications set forth in the Agreement and Vendor has otherwise performed and satisfied all the terms and conditions of this Addendum and the Agreement. All payments, fees, and any late payments shall be pursuant to Indiana Prompt Payment Statute; Ind. Code 5-17-5-et al. 8. NON-APPROPRIATION: In the event no funds are appropriated for the Agreement or its renewal in 2025 and years thereafter budgets or any subsequent budgets by the City’s legislative body, the City, upon providing written notice to Vendor, has the right to terminate the Agreement without penalties of any sort. 9. REQUIRED DISCLOSURE: In addition to any exceptions to disclosing of confidential information referenced in the Agreement, the City, upon consulting and providing notice to Vendor, may disclose such confidential information if such disclosure is required by any federal or state law. The City shall not disclose any information that would be deemed proprietary or constitute atrade secret unless ordered so by a court of competent jurisdiction. 10. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Addendum or the Agreement, including Vendor’s warranties; (b) fails to provide the goods and services as specified in this Addendum and the Agreement; (c) fails to make progress so as to endanger timely and proper provision of the goods and services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from the City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of the Agreement and this Addendum, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 11. INDEMNIFICATION: It is specifically agreed and acknowledged that Paragraph 6.1 of the Agreement is stricken and replaced by the following language: Each Party shall indemnify, defend and hold the other Party harmless from all claims, causes of action, losses, liabilities, costs and expenses, including reasonable attorney fees and other related costs, that such Party may suffer, sustain or become subject to as a result of any failure, neglect, or refusal to perform all of such Party’s obligations under the Agreement or as a result of the Indemnifying Party’s gross negligence or willful misconduct in performance of its obligations under the Agreement. This indemnification obligation shall survive the termination of this Agreement. 12. INSURANCE: Notwithstanding Exhibit F of the Agreement, it is expressly agreed that the City will not list Vendor as an additional insured on its coverages. 13. 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 the 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. 2 Page 1 of 1INDIANARETAILTAXEXEMPT CERTIFICATE NO. 003120155 0020PURCHASE ORDER NUMBERCityofCarmel FEDERAL EXCISE TAXEXEMPT 111057 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BYSTATE BOARD OFACCOUNTS FOR CITY OFCARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 3/29/2024377683 ELECTRON CHARGER LLC Street Department VENDORSHIP10815DEANDRADR 3400 W. 131st Street TO Carmel, IN 46074- ZIONSVILLE, IN 46077 - (317) 733-2001 PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 86145 QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION Department:Fund: 1206101General Fund Account: 43-509.00 1EachCharging Services - Tarkington Garage$2,933.12$2,933.12 Sub Total 2,933.12 Send Invoice To: Street Department 3400 W. 131st Street Carmel, IN 46074- 317) 733-2001 PLEASE INVOICE INDUPLICATE DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT 2,933.12PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN 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. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO. LeeHigginbotham TITLECommissioner CONTROL NO. 111057 CONTROLLER