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HomeMy WebLinkAboutPrimelife Enrichment Inc./FINANCE/$100,000/Grant AgreementGRANT AGREEMENT This Grant Agreement (herein referredto as the "Agreement"), entered into by and betweentheCityofCarmel, Indiana ("City" or "Grantor") and PrimelifeEnrichment, Inc. ("Grantee"), isexecutedpursuanttothetermsandconditionssetforthherein. In consideration of those mutualundertakingsandcovenants, the parties agree as follows: 1. Grant Agreement. The City agrees to grant One Hundred Thousand Dollars ($100,000)(the "Grant" or "Grant Funds") to the Grantee.2. Use of Grant Funds. The Grantee agrees to use any and all Grant Funds inaccordancewiththeprovisionscontainedwithinthisAgreement. The Grantee may use the fundsforthefollowing:a.Reimbursement forthe cost incurred to replacea dehumidifierin the poolareab.Hiring of additional drivers forthe transportationprogramc.Purchase of handicap-accessiblevansd.Purchase and installation of a user-friendlycheck-insysteme.Operatingexpenses3. Conditions of Grant. The payment of this Grant by the City to the Grantee shall bemadeinaccordancewiththefollowingconditions:a.This Agreement shall be fullyexecuted and signed by both Grantee and Grantor.b.Grantee represents and warrants that all information given to the CitythroughouttherequestofthisGrantistrueandaccurate.If it is determined by the City that the Grant Funds have been used in violation of thisagreement, the Grantee shall immediately returnall Grant Funds to the City. 4. Warranty of Non-Profit Status. Grantee hereby represents and warrants that it is a not-for-profit entity, and, upon request, Grantee shall provide the City with a copyofincorporationasanot-for-profitcorporationunder state law.5. Grantor's Right to Request Audit or Review. For a period of three (3) years afterthefinalpaymentoffundsunderthisAgreement, Grantee shall, at the City's request:a.Make all books, accounting records and other documents available forthepurposeofanauditbytheCity, the State of Indiana, or their designees. Said review or audit ,if requested, shall be performedby a CertifiedPublic Accountant ("CPA") whoisneitheranemployeeofGranteenoramemberoftheGrantee's Board of Directors;andb.submit to an audit or review by an independent CPA. Docusign Envelope ID: 239618E8-F7E6-4969-8BC1-06C7CCFB0F74 6. Year-End Review. Grantee agrees to provide the City, via email, with a year-endreportdescribinghowthegrantwasusedandtheimpactofthegrant.7. Statutory Authority of Grantee. Grantee expressly represents and warrants that itisstatutorilyeligibletoreceivetheGrantFunds. The Grantee agrees to repay all GrantFundsreceivedunderthisagreementshouldalegaldeterminationofGranteesineligibilitybemadebyanyCourtofcompetentjurisdiction.8. Governing Law; Lawsuits. This Agreement is to be construed in accordance withandgovernedbythelawsoftheStateoflndiana, except forits conflictoflaws provisions. Thepartiesagreethat, in the event a lawsuit is filedhereunder, they waive their right to ajurytrial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indianaonly, and agree that such court is the appropriate venue forand has jurisdiction over same.9. Relationship of Parties. The relationship ofthe parties hereto shall be as provided forinthisAgreement. Neither Grantee nor any of its officers, employees, contractors,subcontractors, and/oragents are employees ofthe City.10. Severability. Ifany term ofthis Agreement is invalid or unenforceableunder any statute,regulation, ordinance, executive order or other rule of law, such term shall bedeemedreformedordeleted, but only to the extent necessary to comply with same, andtheremainingprovisionsofthisAgreementshallremaininfullforceandeffect.11. Headings. All heading and sections of this Agreement are inserted for convenienceonlyanddonotformapartofthisAgreementnorlimit, expand or otherwise alter themeaningofanyprovisionhereof.12. Advice of Counsel. The parties warrant that they have read this Agreement andunderstandit, have had the opportunity to obtain legal advice and assistance of counsel throughoutthenegotiationofthisAgreement, and enter into same freely, voluntarily, and withoutanyduress, undue influenceor coercion.13. Entire Agreement. This Agreement, together with any exhibits attached heretoorreferencedherein, constitutes the entire agreement between Grantee and City withrespecttothesubjectmatterhereof, and supersedes all prior oral or written representationsandagreementsregardingsame. Signature page to follow 2 Docusign Envelope ID: 239618E8-F7E6-4969-8BC1-06C7CCFB0F74 INWITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: Title: E_"'Aecv +r e Date: f/13 /) 5I D rrec-le " 3 CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By: Laura Campbell, Presiding Officer Date: _____________________________ James Barlow, Member Date: _____________________________ Alan Potasnik, Member Date: _____________________________ ATTEST: Jacob Quinn, Clerk Date: _____________________________ Docusign Envelope ID: 239618E8-F7E6-4969-8BC1-06C7CCFB0F74 NOT PRESENT 1/23/2025 1/23/2025 1/23/2025 12/18/2024 PRIMELIFE ENRICHMENT, INC CARMEL, IN 46032 - 113247 1078 THIRD AVE SW City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION FUNDING FOR OPERATIONAL EXPENSES COMMUNITY RELATIONS 1 CIVIC SQ Carmel, IN 46032- 00353370 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 94159 1203Department:101Fund:General Fund 43-590.00Account: FUNDING FOR OPERATIONALEXPENSES1 $100,000.00 $100,000.00Each 100,000.00SubTotal 100,000.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 113247 ORDERED BY TITLE COMMUNITY RELATIONS 1 Civic Square Carmel, IN 46032- Kelly Douglas Zac Jackson Director CFO Docusign Envelope ID: 239618E8-F7E6-4969-8BC1-06C7CCFB0F74