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Home My WebLink AboutArt Strategies, LLC/MAC/$21,250/Art in Public Spaces PlanningArt Strategies, LLC Marketing and Community Relations- 2024 Appropriation #1160 101 43-551.01 Fund; P.O. #113175 Contract Not To Exceed $21,250.00 AGREEMENT FORSERVICES THIS AGREEMENT FOR PURCHASE OF PROFESSIONAL SERVICES ( Art Strategies, LLC, acontractor authorized to conduct business in the State of Indiana Contractor TERMS AND CONDITIONS 1.ACKNOWLEDGMENT, ACCEPTANCE: Contractor acknowledges that it has read and understands this Agreement, and agrees that its execution of 2.PERFORMANCE: City agrees to purchase Contractor and Contractor agrees to perform Services and to otherwise perform the requirements of this Agreement by applying at all times the highest technical and industry standards. 3.PRICE AND PAYMENT TERMS: 3.1 Contractor estimates that the total price for the Services to be performed to City hereunder shall be no more than Twenty One Thousand Two Hundred Fifty Dollars ($21,250.00) The Estimate is attached hereto and fully incorporated herein as Exhibit A. Contractor shall submit an invoice to City no more than once every thirty (30) days detailing the Services provided to City within such time period. City shall pay Contractor for such Services within thirty-five (35) days after the date Contractor's invoice detailing same, so long as and to the extent such Services are not disputed, and Contractor has otherwise performed and satisfied all the terms and conditions of this Agreement. 3.2 Contractor agrees not to provide any Services to City that would cause the total cost of the Services provided by Contractor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof. All payments and any late payments fees shall be pursuant to Indiana Prompt Payment Statute; Ind. Code 5-17-5- et al. 4.TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto essence of this Agreement. 5.LIENS: Contractor is filed and Contractor 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 Contractor 6.GOVERNMENT COMPLIANCE: Contractor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Contractor relevant provisions thereof are incorporated herein by this reference. Contractor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. Art Strategies, LLC Marketing and Community Relations- 2024 Appropriation #1160 101 43-551.01 Fund; P.O. #113175 Contract Not To Exceed $21,250.00 7.NONDISCRIMINATION: Contractor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 8. E-VERIFY: Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein as Exhibit B, affirming that it is enrolled and participating in the E-Verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Contractor shall provide the City with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Contractor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E-Verify Law as regards each such subcontractor. Should the Contractor or any subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure isperformed, 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. 8.NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 9.NON-ASSIGNMENT: Contractor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall 10. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Contractor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Contractor under or pursuant to this Agreement. 11. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to ajury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court isthe appropriate venue for and has jurisdiction over same. 12. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. Art Strategies, LLC Marketing and Community Relations- 2024 Appropriation #1160 101 43-551.01 Fund; P.O. #113175 Contract Not To Exceed $21,250.00 13. TERMINATION: 13.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Contractor, immediately terminate this Agreement for cause, in the event of a default hereunder by Contractor and/or if sufficient funds are not appropriated or encumbered to pay for the Services to be provided hereunder. In the event of such termination, Contractor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 13.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Contractor. In the event of such termination, Contractor shall be entitled to receive only payment for the undisputed invoice amount of conforming Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 14. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 15. ADDITIONAL SERVICES Contractor understands and agrees that City may, from time to time, request Contractor to provide additional services to City. When City desires additional services from Contractor, the City shall notify Contractor of such additional services desired, as well as the time frame in which same are to be provided. Only after City has approved Contractor sufficient monies to pay for same, and has authorized Contractor, in writing, to provide such additional services, shall such goods and services be provided by Contractor for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 16. TERM This Agreement shall be in effect from the Effective Date through the successful completion ofservices as outlined in this Agreement unless terminated according to the terms of this Agreement 17. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 18. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Contractor. 19. INDEMNIFICATION Contractor shall indemnify and hold harmless the 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 Contractor and/or any of its employees, agents or subcontractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. Art Strategies, LLC Marketing and Community Relations-2024 Appropriation #1160 101 43-551.01Fund; P.O.#113175 Contract NotTo Exceed $21,250.00 20.ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Contractorand City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANAArt Strategies, LLC By:By: Zachary Q. 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Mvnq!tvn!pg!%32-361!)VTE*jowpjdfe!jo!%5-361!jodsfnfout!gps!uif!gjwfnpouit!pg!uif!qspkfducbtfe!po!uif! gpmmpxjoh!kvtujgjdbujpo; QfstpoofmSbufFtu/Ipvst0NpouiFtu/EvsbujpoUpubm jonpouit* Njoez!Ubzmps!Sptt%311216%21-111 Boof!Tvsbl%261216%8-611 Benjojtusbups0Dppsejobups%86216%4-861 Upubm%32-361 Fyqfotft; Uif!Dmjfou!jt!cjmmfe!jo!bssfbst!gps!bduvbm!fyqfotftjodvssfe!po!uif!qspkfdu/!Cbtjd!cvtjoftt!fyqfotft!tvdi!bt! npeftu!qsjoujoh-!qptubhf-!fud/-!bsf!jodmvefe!jo!pvsipvsmz!sbuft/!Usbwfmpvutjef!pg!Dfousbm!Joejbob-!fohbhjoh! pvutjef!qspgfttjpobmt!gps!sfoefsjohtps!hsbqijd!eftjho!tfswjdft-!mbshf!qsjoujoh!ps!qptubhf!fyqfotft-!boe! puifs!frvjwbmfoumbshf!fyqfotft!bsfopu!jodmvefe!jo!uif!bcpwf!gfft!up!uif!Dpotvmubou/Uif!Dpotvmubou!xjmm! tffl!bqqspwbm!gspn!uif!Dmjfou!cfgpsf!jodvssjoh!boz!sfjncvstbcmf!fyqfotft!pwfs!%36/11/ BsuTusbufhjftMMD23926CsboefocvshEsjwfDbsnfm-Joejbob57143 U;428.91:.1514F;njoezAbsu.tusbufhjft/dpnX;xxx/bsu.tusbufhjft/dpn TDPQF!PG!TFSWJDFT'!GFF!QSPQPTBM JOWPJDJOH!BOE!QBZNFOU; Dpotvmubouxjmm!sfnju!jowpjdft!npouimz!upNfmjttb!Ipqtpowjb!fnbjm!bu!nipqtpoAdbsnfm/jo/hpwvomftt! ejsfdufe!puifsxjtf/!Jowpjdft!bsf!qbzbcmf!xjuijo!41!ebzt!pg!cfjoh!tfou!cz!Dpotvmubou/Vomftt!puifsxjtf! ofhpujbufe!jo!xsjujoh-!joufsftu!xjmmcf!dibshfe!bgufs!41!ebzt!jg!qbznfou!jt!opu!sfdfjwfe/! BsuTusbufhjftMMD23926CsboefocvshEsjwfDbsnfm-Joejbob57143 U;428.91:.1514F;njoezAbsu.tusbufhjft/dpnX;xxx/bsu.tusbufhjft/dpn 12/13/2024 ART STRATEGIES LLC CARMEL, IN 46032 - 113175 12815 BRANDENBURG DRIVE 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 PROFESSIONAL SERVICES - ART IN PUBLIC SPACES PLANNING Mayor's Office 1 Civic Square Carmel, IN 46032- 378155 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 94021 1160Department:101Fund:General Fund 43-551.01Account: PROFESSIONAL SERVICES - ART IN PUBLIC SPACES PLANNING 1 $21,250.00 $21,250.00Each 21,250.00SubTotal 21,250.00 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. 113175 ORDERED BY TITLE Mayor's Office 1 Civic Square Carmel, IN 46032- Rebecca Carl Zac Jackson Chief of Staff CFO