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Home My WebLink AboutJCDONUTS LLC/MAC/$1,600/Stipend for Festival of Ice EventJCDONUTS, LLC Marketing & Community Relations Department - 2025 Appropriation #1203 101 43-590.03; P.O. #113236 Contract Not To Exceed $1,600.00 AGREEMENT FORSERVICES THIS AGREEMENT FOR PURCHASE OF SERVICES (“Agreement”) is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (“City”), and JCDONUTS, LLC, an independent contractor 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 same constitutes its acceptance of all of the Agreement’s terms and conditions. 2. PERFORMANCE: City agrees to purchase services (the “Services”) from 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. Contractor shall perform the Services at the Festival of Ice (the “Event”) on January 18, 2025, from 1:00 pm to 9:00 pm. 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 One Thousand Six Hundred Dollars ($1,600.00) (the “Estimate”). If the sales at the Event are less than One Thousand Six Hundred Dollars ($1,600.00), the Contractor shall charge the City the difference between the sales and the One Thousand Six Hundred Dollars ($1,600.00). If sales are equal to or more than One Thousand Six Hundred Dollars ($1,600.00), Contractor shall not charge the City. 3.2 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 of City’s receipt of 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. 3.3 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 executes same (“Effective Date”), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. 5. LIENS: Contractor 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 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’s sole cost and expense. 6. GOVERNMENT COMPLIANCE: Contractor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and JCDONUTS, LLC Marketing & Community Relations Department - 2025 Appropriation #1203 101 43-590.03; P.O. #113236 Contract Not To Exceed $1,600.00 codes which may be applicable to Contractor’s performance of its obligations under this Agreement, and all 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. 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. 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 not delegate its obligations under this Agreement without City’s prior written consent. 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 a jury trial, agree to file any 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. 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. 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. JCDONUTS, LLC Marketing & Community Relations Department - 2025 Appropriation #1203 101 43-590.03; P.O. #113236 Contract Not To Exceed $1,600.00 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’s time and cost estimate for the provision of such additional services, has encumbered 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 to City. A copy of the City’s authorization documents 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 completion of services 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. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Contractor and 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. Signature Page to Follow) 1/16/25