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HomeMy WebLinkAboutBPW Paperless Packet 05-21-25Board of Public Works and Safety Meeting Agenda Wednesday, May 21, 2025 – 10:00 a.m. Council Chambers City Hall, One Civic Square MEETING CALLED TO ORDER 1.MINUTES a.Minutes from the May 7, 2025, Regular Meeting 2.BID OPENINGS, RECOMMENDATIONS, AND AWARDS a.Bid Award for Community Drive Raised Crossings; Brad Pease, Director of Engineering b.Bid Award for W. Main Street Improvement-Old Meridian Street to Guilford Road; Brad Pease, Director of Engineering c.Bid Award for Michigan Road Water Main Extensions and Connections; Lane Young, Director of Utilities 3.TABLED ITEMS a.Request for Revocation of Consent to Encroach; 41 North Rangeline; Lot One Partners, LLC TABLED 11-06-24 b.Bid Proposals Award for Brookshire Golf Course Business Plan RFP; Michael Klitzing, Executive Director/CEO, Parks and Recreation TABLED 05-07-25 4.CONTRACTS a.Resolution BPW 05-21-25-02; Resolution of the City of Carmel Board of Public Works and Safety Authorizing the Execution and Delivery of a Master Equipment Lease Purchase Agreement and Separate Lease Schedules and Certificates of Acceptance with Respect to the Acquistion, Purchase, Financing and Leasing of Certain Equipment for the Public Benefit; Authorizing the Execution and Delivery of the Documents Required in Connection Therewith; and Authorizing the Taking of all Other Actions Necessary to the Consummation of the Transactions Contemplated by this Resolution; Crossroads Bank; (Total Amount Being Financed is $491,511.00); Master Equipment Lease for Generator; Zac Jackson, Chief Financial Officer b.Resolution BPW 05-21-25-03; A Resolution of the City of Carmel Board of Public Works Acknowledging Agreement between City and Vendor; Indiana Department of Transportation; Local Roads and Bridges Matching Grant Agreement; Brad Pease Director of Engineering c. Request for Purchase of Goods and Services; Calumet Civil Contractors, Inc.; ($2,827,000.00); 22-ENG-09 West Main Street Improvements; Brad Pease Director of Engineering d. Request for Professional Services; CrossRoad Engineers, P.C.; ($61,200.00); 18-ENG- 12A Community Drive Raised Crosswalks; Additional Services Amendment #5; Brad Pease Director of Engineering e. Request for Professional Services; Engineering Resources, Inc.; ($189,165.00); 22- ENG-15 Clay Center Road from Main to Clay Center Elementary; Additional Services Amendment #1; Brad Pease Director of Engineering f. Request for Purchase of Goods and Services; Rieth-Riley Constructions Co. Inc., ($307,000.00); 18-ENG-12a Community Drive Raised Crosswalks; Brad Pease Director of Engineering g. Request for Lease Agreement between City and Vendor; T-Mobile Central LLC; Communication Equipment Site Lease Agreement; Kevin Cusimano, Director of Information and Communication Services h. Resolution BPW 05-21-25-01; A Resolution of the City of Carmel Board of Public Works Acknowledging Agreement between City and Vendor; Golf Convergence, Inc.; ($32,700.00); Ratification of the Carmel Park Board’s RFP Award and Contract Execution; Michael Klitzing, Executive Director/CEO, Parks and Recreation i. Request for Purchase of Goods and Services; G & G Equipment, LLC.; ($106,830.35); Gym Equipment Installation; Matt Higginbotham, Street Commissioner 5. REQUEST TO USE CITY STREETS/PROPERTY a. Request to Use Palladium East Patio; Special Request for Electricity and Parking Passes; Wedding Ceremony; April 25, 2026; 2:00 PM to 6:30 PM; Mallory Davis, Hotel Carmichael b. Request to Use Monon and Main Plaza; Americana on Main; June 11, June 18, June 25, and July 2, 2025; 12:00 PM to 9:00 PM; Devin Seabrook, City of Carmel c. Request to Use Carter Green; Carmel Pride Rainbow Run; June 29, 2025; 08:00 AM to 10:00 AM; Riley Abernathy, Carmel Pride d. Request to Use Civic Square Gazebo and Lawn; Special Request to Use Electricity and Fountain Restrooms; Student Talent Showcase; July 10, July 20, and July 27, 2025; 6:00 PM to 9:30 PM; Blair Clark e. Request to Use City Streets; Carmel 5k for Haiti; July 26, 2025; 4:00 AM to 11:00 AM; Jeff Hines, Carmel 5k for Haiti f. Request to Use Civic Square Gazebo and Lawn; Special Request to Use Electricity and Fountain Restrooms; Carmel Jazz Fest Pop Up Fundraiser; August 15, August 23, and August 28, 2025; 11:00 AM to 3:30 PM; Blair Clark g. Request to Use/Close City Streets; Gluhwein Gallop 5k; December 20, 2025; 8:00 AM to 11:00 AM; Don Carr, Tuxedo Brothers 6. OTHER a. Request for Replat; Cool Creek North Lot 75; Ryan Cole b. Request for Secondary Plat; Meadowstone Community; Josh Koone c. Request for Stormwater Technical Standards Waiver; Gramercy -Kinzer Avenue and City Center Drive; Patrick Sowinski, Kimley-Horn d. Request for Sanitary Sewer Easement Agreement; BMF 2 Gramercy, LLC 7. ADD-ONS 8. ADJOURNMENT Board of Public Works and Safety Meeting 1 Minutes 2 Wednesday, May 7, 2025 – 10:00 a.m. 3 Council Chambers City Hall, One Civic Square 4 5 6 7 MEETING CALLED TO ORDER 8 Chairwoman Campbell called the meeting to order at 10:02 AM 9 MEMBERS PRESENT 10 11 Chairwoman Laura Campbell, Alan Potasnik, Jim Barlow, and Deputy Clerk Jessica Dieckman were 12 present. 13 MINUTES 14 Minutes from the April 16, 2025, Regular Meeting. Board Member Potasnik moved to approve. Board 15 Member Barlow seconded. Minutes approved 3-0. 16 BID OPENINGS, RECOMMENDATIONS, AND AWARDS 17 Bid Opening for Community Drive Raised Crossings; 18 Board Member Potasnik unsealed the bids, and Board Member Potasnik read them aloud: 19 Contractor Bid 20 Reith-Riley Constructions Co. Inc $307,000.00 21 Calumet Civil Contractors Inc. $368,000.00 22 All Star Paving Inc $388,160.00 23 Morphey Construction $495,000.00 24 25 Bid Opening for W. Main Street Improvement-Old Meridian Street to Guilford Road; 26 Board Member Potasnik unsealed the bids, and Board Member Potasnik read them aloud: 27 Contractor Bid 28 Calumet Civil Contractors, Inc. $2,827,000.00 29 Reith-Riley Constructions Co. Inc. $2,874,764.82 30 E&B Paving LLC $3,003,681.70 31 Morphey Construction, Inc. $3,500,000.00 32 33 Bid Proposals Award for Brookshire Golf Course Business Plan RFP; Michael Klitzing, Executive 34 Director/CEO, Parks and Recreation. TABLED Board Member Potasnik moved this request be 35 tabled. Board Member Barlow seconded. Tabling approved 3-0. 36 37 38 39 TABLED ITEMS 40 Request for Revocation of Consent to Encroach; 41 North Rangeline; Lot One Partners, LLC TABLED 41 11-06-24 REMAINS TABLED 42 Request to Use/Close City Streets; Supercar Showcase; May 3, 2025; 3:30 PM to 9:30 PM; John 43 Leonard, Artmobilia TABLED 04-16-25 Board Member Barlow moved this request be removed from 44 the table. Board Member Potasnik seconded. Tabled Item Removed 3-0. 45 46 CONTRACTS 47 Request for Purchase of Goods and Services; Fredericks, Inc.; ($491,511.00); City Hall Generator 48 and Installation of Generator; Sergey Grechukhin, Corporation Counsel briefly speaks, this is for the 49 new generator to be installed at City Hall. After the last storm, City Hall lost power for a few days. 50 Board Member Potasnik moved to approve. Board Member Barlow seconded. Request approved 3-0 51 Request for Purchase of Goods and Services; Stryker Sales LLC; ($464,726.80); New Cots, Stair 52 Chairs, and Lucas Devices; Board Member Potasnik moved to approve. Board Member Barlow 53 seconded. Request approved 3-0 54 Request for Intent to Piggyback off Group Purchasing Organization; ZOLL Medical Corporation; 55 ($789,207.98); Defibrillators and Accessories; Board Member Potasnik moved to approve. Board 56 Member Barlow seconded. Request approved 3-0 57 Request for Amendment to Agreement for Goods and Services; Flock Group, Inc.; ($171,233.90); 58 Flock Safety Products and Services; Board Member Barlow moved to approve. Board Member 59 Potasnik seconded. Request approved 3-0 60 Request for Purchase of Goods and Services; Flock Group, Inc.; ($159,800.00); Additional Hardware; 61 Additional Services Amendment; Board Member Potasnik moved to approve. Board Member Barlow 62 seconded. Request approved 3-0 63 Request for School Police and Resource Officer Agreement; Carmel Clay School Corporation; School 64 Resource Officers; Board Member Barlow moved to approve. Board Member Potasnik seconded. 65 Request approved 3-0 66 Request for Professional Services; A&F Engineering Co., LLC; ($1,791,740.00); 24-ENG-04 Carmel 67 Drive from Keystone to Rangeline Improvements; Board Member Barlow moved to approve. Board 68 Member Potasnik seconded. Request approved 3-0 69 Request for Purchase of Goods and Services; Catbun Studios; ($85,417.33); Statue Maintenance of J 70 Seward Johnson and Veterans Memorial; Board Member Potasnik moved to approve. Board Member 71 Barlow seconded. Request approved 3-0 72 73 74 75 REQUEST TO USE CITY STREETS/PROPERTY 76 77 Request to Use Carter Green and Palladium East Patio; Special Request for Electricity and James 78 Building Restrooms; 2026 Carmel Marathon Weekend; April 17 through 18, 2026; 9:00 AM to 5:00 79 PM; Board Member Barlow moved to approve. Board Member Potasnik seconded. Request approved 80 3-0 81 Request to Use City Hall Parking Lot; FreeWheelin Community Bike Spring Donation Day; 82 (Originally Approved March 19, 2025); May 10, 2025; 10:30 AM to 2:00 PM; Board Member Barlow 83 moved to approve. Board Member Potasnik seconded. Request approved 3-0 84 Request to Use Civic Square Gazebo and Lawn; International Yoga Day; June 21, 2025; 07:00 AM to 85 2:00 PM; Board Member Potasnik moved to approve. Board Member Barlow seconded. Request 86 approved 3-0 87 Request to Use Civic Square Gazebo and Lawn; Special Request to Use Fountain Restrooms; Shabbat 88 in the Park; July 18, 2025; 4:00 PM to 9:00 PM; Board Member Potasnik moved to approve. Board 89 Member Barlow seconded. Request approved 3-0 90 Request to Use Civic Square Gazebo and Lawn; Special Request to Use Electricity and Fountain 91 Restrooms; Graduation Party; August 9, 2025; 12:00 PM to 7:00 PM; Board Member Barlow moved 92 to approve. Board Member Potasnik seconded. Request approved 3-0 93 OTHER 94 Request for Consent to Encroach; 1416 Jeffrey Court; Board Member Potasnik moved to approve. 95 Board Member Barlow seconded. Request approved 3-0 96 Request for Replat; Ambleside Lots 3801-3804; Board Member Barlow moved to approve. Board 97 Member Potasnik seconded. Request approved 3-0 98 Request for Replat; Jackson’s Grant on Williams Creek, Block R; Board Member Potasnik moved to 99 approve. Board Member Campbell seconded. Request approved 3-0 100 Request for Stormwater Technical Standards Waiver; 331 W Main Street; Board Member Barlow 101 moved to approve. Board Member Potasnik seconded. Request approved 3-0 102 Request for Stormwater Technical Standards Waiver; 900 E 96th Street; Board Member Barlow moved 103 to approve. Board Member Potasnik seconded. Request approved 3-0 104 Request for Stormwater Technical Standards Waiver; 4306 W. 96th Street; Board Member Barlow 105 moved to approve. Board Member Potasnik seconded. Request approved 3-0 106 Request for Aerial Waiver of BPW Resolution No. 04-28-17-01; 10601 Hazel Dell Parkway; Board 107 Member Barlow moved to approve. Board Member Potasnik seconded. Request approved 3-0 108 Request for Aerial Waiver of BPW Resolution No. 04-28-17-01; Lakewood Gardens; Board Member 109 Barlow moved to approve. Board Member Potasnik seconded. Request approved 3-0 110 Request for QuitClaim Deed; 106th and Westfield Parcel 1; Board Member Potasnik moved to 111 approve. Board Member Barlow seconded. Request approved 3-0 112 Request for QuitClaim Deed; 106th and Westfield Parcel 2; Board Member Potasnik moved to 113 approve. Board Member Barlow seconded. Request approved 3-0 114 Request for Waterline Easement Agreement; 11411 N. Michigan Road, Carmel, IN; Board Member 115 Barlow moved to approve. Board Member Potasnik seconded. Request approved 3-0 116 Request for Waterline Easement Agreement; 11335 N. Michigan Road, Carmel, IN; Board Member 117 Barlow moved to approve. Board Member Potasnik seconded. Request approved 3-0 118 Request for Waterline Easement Agreement; 10925 N. Michigan Road, Carmel, IN; Board Member 119 Barlow moved to approve. Board Member Potasnik seconded. Request approved 3-0 120 ADD-ONS 121 Board Member Potasnik moved to add-on two items to the agenda. Board Member Barlow seconded. 122 Add-Ons Approved 3-0. 123 124 Request for Purchase of Goods and Services; Yarberry Companies, Inc.; ($182,070.00); 121st Street 125 Water Main Replacement Project; Sergey Grechukhin, Corporation Counsel, briefly speaks; this 126 project generally consists of installation of new water main including approximately 55 LF of 10-inch 127 ductile iron restrained joint pipe through open cut installation; approximately 862 LF of 12-inch 128 HDPE DR 11 pipe through directional drilling; one water service line, meter, and meter pit; one fire 129 hydrant assembly; associated valves and fittings, and all associated site restoration. Board Member 130 Potasnik moved to approve. Board Member Barlow seconded. Request approved 3-0. 131 Request for Purchase of Goods and Services; Rieth-Riley Construction Co, Inc.; 25 STR 01 106TH 132 Street over Keystone Parkway Bridge Beam Replacement; CO#1; Sergey Grechukhin, Corporation 133 Counsel, briefly speaks, the cost of the project remains the same; however, the dates of substantial and 134 final completion have been changed due to the City’s previously issued Addendum No. 1 (January 135 17th) that resulted in postponement of the anticipated start date as it was bid. The substantial and final 136 completion dates have been moved by 42 days. Also, the change order changes the time of beams’ 137 delivery and the required closure of the northbound Keystone Ave lane by 1 hour from 9 pm to 8 pm on 138 Monday, May 19th. This change is due to the Technical Specifications requirement that the steel beams 139 be delivered and installed during daytime hours (before it gets dark for safety reasons). Board Member 140 Potasnik moved to approve. Board Member Barlow seconded. Request approved 3-0. 141 ADJOURNMENT 142 Board Member Barlow adjourned the meeting at 10:25 AM. 143 144 145 146 147 148 149 150 151 152 153 154 155 156 APPROVED: ____________________________________ 157 Jacob Quinn – City Clerk 158 159 160 _____________________________________ 161 Chairwoman Laura Campbell 162 163 164 ATTEST: 165 __________________________________ 166 Jacob Quinn – City Clerk 167 168 169 October 29, 2024 Board of Public Works and Safety One Civic Square Carmel, Indiana 46032 RE: REVOCATION OF CONSENT TO ENCROACH AGREEMENT- 41 NORTH RANGELINE - LOT ONE PARTNERS, LLC Dear Board Members: The Department of Engineering is recommending revocation of the existing consent to encroach agreement between the City and Lot One Partners, LLC, approved by the Board on September 6, 2023. The agreement allowed a 2.5’ encroachment into the east/west alley accessed via 1st AVE NE to install a curb and handrail along the pedestrian access walkway. This encroachment has been found to limit vehicular access through the alley, causing vehicles to drive onto the private property south of the alley to access a loading zone. The Department of Engineering has confirmed the removal of the encroachment will not create any code violations or other safety hazards and therefore requests the board revoke the consent to encroach agreement and require removal of the encroachment to restore unobstructed vehicular access through the alley. Sincerely, Bradley Pease, P.E. City Engineer ATTACHMENTS: CONSENT TO ENCROACH AGREEMENT RESOLUTION NO. BPW 05-21-25-02 A RESOLUTION OF THE CITY OF CARMEL, INDIANA BOARD OF PUBLIC WORKS AND SAFETY, AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT AND SEPARATE LEASE SCHEDULES AND CERTIFICATES OF ACCEPTANCE WITH RESPECT TO THE ACQUISITION, PURCHASE, FINANCING AND LEASING OF CERTAIN EQUIPMENT FOR THE PUBLIC BENEFIT; AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS REQUIRED IN CONNECTION THEREWITH; AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION. EXHIBIT 2 (TO LEASE SCHEDULE NO. 1) WHEREAS, City of Carmel, Indiana (the "Lessee"), a body politic and corporate duly organized and existing as a political subdivision, municipal corporation or similar public entity of the State of Indiana, is authorized by the laws of the State of Indiana to purchase, acquire and lease personal property for the benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and WHEREAS, the Lessee desires to purchase, acquire and lease certain equipment (including maintenance and other support service agreements) constituting personal property necessary for the Lessee to perform essential governmental functions; and WHEREAS, in order to acquire such equipment, the Lessee proposes to enter into that certain Master Equipment Lease-Purchase Agreement (the "Agreement") and separate Lease Schedules and Certificates of Acceptance relating thereto from time to time as provided in the Agreement with Crossroads Bank (the "Lessor"), the form of which has been presented to the governing body of the Lessee at this meeting; and WHEREAS, the governing body of the Lessee deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into the Agreement and the separate Lease Schedules and Certificates of Acceptance relating thereto as provided in the Agreement for the purchase, acquisition and leasing of the equipment to be therein described on the terms and conditions therein provided; NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: Section 1. Approval of Documents. The form, terms and provisions of the Agreement and the separate Lease Schedules and Certificates of Acceptance relating thereto as provided in the Agreement are hereby approved in substantially the forms Resolution No.BPW 05-21-25-02 Page One of Three presented at this meeting, with such insertions, omissions and changes as shall be approved by the Chief Financial Officer-Controller, of the Lessee or other members of the governing body of the Lessee executing the same, the execution of such documents being conclusive evidence of such approval; and the Chief Financial Officer-Controller of the Lessee is hereby authorized and directed to execute the Agreement, each Lease Schedule, each Certificate of Acceptance and any related Exhibits and Attachments attached to any thereof and to deliver the Agreement, each Lease Schedule and each Certificate of Acceptance (including such Exhibits and Attachments) to the respective parties thereto. Section 2. Other Actions Authorized. The officers and employees of the Lessee shall take all action necessary or reasonably required by the parties to the Agreement, each Lease Schedule and each Certificate of Acceptance to carry out, give effect to and consummate the transactions contemplated thereby (including the execution and delivery of any tax certificate and agreement, each with respect to separate Lease Schedules and Certificates of Acceptance, as contemplated in the Agreement) and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the Agreement, each Lease Schedule and each Certificate of Acceptance. Section 3. No General Liability. Nothing contained in this Resolution, the Agreement, any Lease Schedule, any Certificate of Acceptance nor any other instrument shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Agreement, any Lease Schedule, any Certificate of Acceptance or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the Rental Payments payable under each Lease are special limited obligations of the Lessee as provided in such Lease. Section 4. Appointment of Authorized Lessee Representatives. The Chief Financial Officer-Controller of the Lessee is hereby designated to act as authorized representative of the Lessee for purposes of the Agreement, each Lease Schedule and each Certificate of Acceptance until such time as the governing body of the Lessee shall designate any other or different authorized representative for purposes of the Agreement, each Lease Schedule and each Certificate of Acceptance in which event the Lessee shall notify the Lessor in writing of any new authorized representatives designated as herein provided. Section 5. Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity of Resolution No. BPW 05-21-25-02 Page Two of Three unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 6. Repealer. All bylaws, orders and resolutions or parts thereof inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order, resolution or ordinance or part thereof. Section 7. Effective Date. This Resolution shall be effective immediately upon its approval and adoption. ADOPTED AND APPROVED by the City of Carmel, Board of Public Works & Safety of the Lessee this 21st day of May, 2025. BY: Laura Campbell, Presiding Officer Date: James Barlow, Member Date: Alan Potasnik, Member Date: ATTEST: Jacob Quinn, Clerk APPROVED AS TO FORM: Sergey Grechukhin Sergey Grechukhin, Transactions Chief Resolution No. BPW 05-21-25-02 Page Three of Three EXHIBIT 4 OPINION OF LESSEE’S COUNSEL May 22, 2025 Crossroads Bank 1205 North Cass Street Wabash, Indiana 46992 Re: Master Equipment Lease-Purchase Agreement Dated May 22, 2025 and Lease Schedules Thereto Ladies and Gentlemen: As counsel for City of Carmel, Indiana, (“Lessee”), I have examined the Master Equipment Lease-Purchase Agreement duly executed by Lessee and dated May 22, 2025 (the “Master Lease”), which has been incorporated by reference into the Lease Schedule No. 1 dated May 22, 2025 (“Lease Schedule No.1”) each between Lessee and Crossroads Bank. (“Lessor”), the form of the Certificate of Acceptance (the “Certificate of Acceptance”) attached to Lease Schedule No.1 and the proceedings taken by the City Board of Public Works and Safety a governing body of Lessee to authorize on behalf of Lessee the execution and delivery of the Master Lease, Lease Schedule No. 1, the Certificate of Acceptance and all additional equipment schedules and related payment schedules to be entered into pursuant to the Master Lease (each of which is herein referred to as an “Additional Lease Schedule”) and to be executed and delivered in substantially the same manner and in substantially the same form as Lease Schedule No. 1. The Master Lease, Lease Schedule No. 1 and the related Certificate of Acceptance are herein collectively referred to as the “Lease.” The Master Lease and any Additional Lease Schedule and the related Certificate of Acceptance are herein collectively referred to as an “Additional Lease.” Based upon the foregoing examination and upon an examination of such other documents and matters of law as I have deemed necessary or appropriate, I am of the opinion that: 1. Lessee is a city duly organized and legally existing as a political subdivision, municipal corporation or similar public entity under the Constitution and laws of the State of Indiana with full power and authority to enter into the Master Lease, Lease Schedule No. 1, the Certificate of Acceptance and each Additional Lease Schedule. 2. The City of Carmel, Indiana Board of Public Works and Safety has the legal capacity and authority to enter into the Master Lease and all related agreements which shall be a valid and binding agreement of the City of Carmel, Indiana. 3. The Master Lease, Lease Schedule No. 1 and each Additional Lease Schedule have each been duly authorized and have been, or, with respect to each Additional Lease Schedule, will be, duly executed and delivered by Lessee. Assuming due authorization, execution and delivery thereof by Lessor, the Master Lease and Lease Schedule No. 1 constitute, and each Additional Lease Schedule will constitute, the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors’ rights generally. 4. The Certificate of Acceptance has been duly authorized by Lessee and, when a Certificate of Acceptance is duly executed and delivered by Lessee in accordance with Lease Schedule No. 1 or any Additional Lease Schedule, the Lease and each Additional Lease to which a Certificate of Acceptance relates will constitute the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors’ rights generally. 5. The Equipment to be leased pursuant to the Lease and each Additional Lease constitutes personal property and when subjected to use by Lessee will not be or become a fixture under applicable law. 6. Lessee has complied with any applicable public bidding requirements in connection with the Lease, each Additional Lease and the transactions contemplated thereby. 7. No litigation or proceeding is pending or, to the best of my knowledge, threatened to restrain or enjoin the execution, delivery or performance by Lessee of the Master Lease, Lease Schedule No. 1 or any Additional Lease Schedule or in any way to contest the validity of the Lease or any Additional Lease, to contest or question the creation or existence of Lessee or its governing body or the authority or ability of Lessee to execute or deliver the Lease or any Additional Lease or to comply with or perform its obligations thereunder. There is no litigation pending or, to the best of my knowledge, threatened seeking to restrain or enjoin Lessee from annually appropriating sufficient funds to pay the Rental Payments or other amounts contemplated by the Lease or any Additional Lease. 8. The resolution adopted by the Lessee’s Board of Public Works and Safety a governing body of the City of Carmel, Indiana authorizing the execution and delivery of the Master Lease, Lease Schedule No. 1, the Certificate of Acceptance, the Additional Lease Schedules, each Certificate of Acceptance and certain other matters was adopted at a meeting that was held in compliance with all applicable laws relating to the holding of open and public meetings. 9. The entering into and performance of the Master Lease, Lease Schedule No. 1 and each Additional Lease Schedule do not, and the execution of a Certificate of Acceptance by Lessee pursuant to Lease Schedule No. 1 and each Additional Lease Schedule will not, violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of Lessee or on the Equipment (as such term is defined in the Master Lease) pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound. This opinion may be relied upon by purchasers and assignees of Lessor’s interest in the Lease and each Additional Lease. [A copy of this opinion may be furnished to, Special Tax Counsel in connection with the Lease or any Additional Lease, which is authorized to rely on this opinion in rendering its opinion as Special Tax Counsel.] Respectfully submitted, Sergey Grechukhin ___________________________________ Sergey Grechukhin, Attorney for Lessee May 13, 2025 Mr. Sergey Grechukhin City of Carmel Department of Law One Civic Square Carmel, Indiana 46032 RE: City of Carmel, Indiana - Tax Exempt Lease Purchase for a new Cummins 800KW Tier II Standby Diesel Generator. Dear Mr. Grechukhin: It was a pleasurer speaking with you this morning. As we discussed, Crossroads Bank through its affiliation with the Indiana Bond Bank has been selected to provide The City of Carmel, Indiana with tax-exempt lease purchase financing of a new Cummins 800KW Tier II Standby Diesel Generator. Enclosed please find Crossroads Banks master lease documents for your review and completion. Enclosures: *Master Lease * Equipment Schedule 1 Exhibit 1 Insurance Coverage Requirements Exhibit 2 Form of Authorizing Resolution - To be completed by the City’s Attorney and passed by the Board of Public Works and Safety at the May 21, 2025, meeting. Exhibit 3 Incumbency Certificate of Lessee Exhibit 4 Opinion of Lessee’s Counsel - To be supplied by the City’s Attorney *Exhibit 5 Certificate of Acceptance Attachment 1 Rental Payment Schedule Attachment 2 IRS Form 8038G – To be completed by the city and sent to the IRS Attachment 3 Bank Qualified Designation *Exhibit 6 The City needs to provide a copy of its State Tax Exemption Certificate Form ST 105 * Escrow Agreement * Invoice for Crossroads Bank Documentation Fee * Copy of the Indiana Bond Banks award letter Please complete the Opinion of Lessee’s Counsel and return it to me. Also please complete the Authorizing Resolution and have it passed by the City’s Board of Public Works and Safety at the May 21, 2025, meeting. If you have any questions, please call me at (317) 565-2379 or on my cell phone at (317) 508-0687. I appreciate the opportunity to work with you in completing this transaction. Sincerely, Barry Grossman Sr. Vice President CROSSROADS BANK MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT Master Agreement Date: May 22, 2025 LESSEE: City of Carmel, Indiana LESSOR: Crossroads Bank 1 Civic Square 1205 N. Cass Street Carmel, Indiana 46032 Wabash, IN 46992 For and in consideration of the mutual promises and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. Unless the context otherwise clearly requires, the following terms shall have the respective meaning set forth below for all purposes of this Agreement, each Schedule and each Lease: “Additional Payments” means any amounts (other than Rental Payments) required to be paid by Lessee pursuant to the terms of each Lease. “Agreement” means this Master Equipment Lease- Purchase Agreement, as supplemented and amended from time to time as herein provided. “Certificate of Acceptance” means, with respect to each Schedule, a certificate that Lessee delivers to Lessor upon Lessee’s receipt and acceptance of the Equipment described in such Schedule and pursuant to which Lessor is directed by Lessee to, and against which Lessor does, allocate funds to pay the Purchase Price for such Equipment. Each Certificate of Acceptance with respect to a Schedule shall be in substantially the form attached as Exhibit 5 to such Schedule, shall be completed, executed and delivered by Lessee to Lessor as provided in Paragraph 9 of this Agreement and shall have a Rental Payment Schedule and, with respect to a Tax- Exempt Lease only, I.R.S. information reporting return attached thereto. “Code” means the Internal Revenue Code of 1986, as amended. Each reference to a section of the Code herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder. “Equipment” means (a) the equipment, vehicles, computer hardware and software (subject to any applicable software license agreement) and other tangible and intangible personal property (including maintenance and other support service agreements) identified in each Schedule, (b) any property acquired in substitution, renewal, repair or replacement for or as additions, improvements, accessions and accumulations to any of such equipment, vehicles, computer hardware and software and other personal property and (c) any accessories, parts and appurtenances appertaining or attached to any of such equipment, vehicles, computer hardware and software and other personal property or from time to time incorporated therein or installed thereon. “Event of Default” is defined in Paragraph 24 of this Agreement. “Event of Nonappropriation” means a nonrenewal of the term of a Lease by Lessee, determined by the failure or refusal of the governing body of Lessee to appropriate monies sufficient to pay the Rental Payments and reasonably estimated Additional Payments for the next succeeding Renewal Term as provided in such Lease. “Fiscal Period” means the annual or biennial period used from time to time by Lessee for its financial accounting and budgeting purposes. “Initial Term” means, with respect to each Lease, the period determined as provided in Paragraph 3 hereof. “Lease” means, collectively, (a) a Schedule and the terms of this Agreement which are incorporated by reference into such Schedule, (b) the Certificate of Acceptance relating to such Schedule, together with the Attachments to such Certificate of Acceptance, and (c) each Addendum that describes this Agreement or the Lease to which such Addendum relates. “Legally Available Funds” means funds that the governing body of Lessee duly appropriates or are otherwise legally available for the purpose of making Payments under each Lease. “Lessee” means the entity referred to as Lessee in the heading for this Agreement. “Lessor” means (a) the entity referred to as Lessor in the heading for this Agreement or (b) any assignee or transferee of any right, title or interest of Lessor in and to any Lease (including Rental Payments and the Equipment thereunder) pursuant to Paragraph 27 hereof, but does not include any entity solely by reason of that entity retaining or assuming any obligation of Lessor to perform under any Lease. “Net Proceeds” means the amount remaining from the gross proceeds of any insurance claim or condemnation award after deducting all expenses (including attorneys’ fees) incurred in the collection of such claim or award. “Payments” means, with respect to each Lease, the Rental Payments and the Additional Payments thereunder, collectively. “Prepayment Option Amount” means, with respect to each Lease, the amount determined pursuant to such Lease at which Lessee may prepay the aggregate principal component of Rental Payments thereunder on any Rental Payment date provided in such Lease for which a Prepayment Option Amount is identified under the column titled “PREPAYMENT OPTION AMOUNT” on the related Rental Payment Schedule prior to the scheduled payment of all Rental Payments to be paid under such Lease for the Equipment therein identified. “Purchase Price” means, with respect to each Schedule, the total cost of the Equipment described in the Certificate of Acceptance related to such Schedule, including all delivery charges, installation charges, capitalizable consulting and training fees, legal fees, financing costs, motor vehicle 2 registration fees, recording and filing fees and other costs necessary to vest full, clear legal title to such Equipment in Lessee, subject to the security interest granted to and retained by Lessor as set forth in the related Lease, and otherwise incurred in connection with the financing provided by the lease-purchase of the Equipment as provided in such Lease. “Renewal Term” means, with respect to each Lease, each successive period, in addition to the applicable Initial Term, that is coextensive with Lessee’s Fiscal Period and for which Lessee has extended the term of such Lease as provided therein. “Rental Payments” means, with respect to each Lease, the amounts (allocable with respect to a Tax-Exempt Lease to a principal component and an interest component) payable by Lessee pursuant to such Lease, as payments for the installment financing of the Purchase Price for the Equipment as set forth in such Lease. “Rental Payment Schedule” means, with respect to each Lease, the schedule of Rental Payments due with respect to the funds allocated for the payment of the Purchase Price under such Lease by Lessor at Lessee’s direction pursuant to the related Certificate of Acceptance, calculated as provided in the related Schedule and attached as Attachment I to such Certificate of Acceptance. “Schedule” means a Lease Schedule that may be executed by Lessor and Lessee from time to time pursuant to this Agreement and, in the case of a Tax-Exempt Lease in substantially the form attached to this Agreement as Schedule A-1 or, in the case of a Taxable Lease, in substantially the form attached to this Agreement as Schedule A-2, together in each case with the Exhibits attached to each such Schedule. “Schedule Funding Date” means the date identified by Lessor in its Acknowledgment to a Certificate of Acceptance on which Lessor allocated funds into an escrow account for the payment of the Purchase Price under the related Schedule at Lessee’s direction. “State” means the State under whose laws Lessee exists or is organized. “Taxable Lease” means a Lease that is not a Tax-Exempt Lease. “Tax-Exempt Lease” means a Lease for which the interest component of Rental Payments is excludible from gross income of the owner or owners thereof for federal income tax purposes. “Vendor” means the manufacturer, seller or supplier of the Equipment and the agents or dealers of the manufacturer, seller or supplier from whom Lessee acquired and Lessor financed the Equipment pursuant to the applicable Schedule. 2. Agreement to Lease-Purchase Equipment Under Each Lease. Lessee hereby agrees to acquire, purchase and lease all the Equipment identified in each Schedule that may from time to time be executed by Lessor and Lessee pursuant hereto, and Lessor hereby agrees to lease the Equipment under each Schedule to Lessee, all on the terms and conditions set forth in this Agreement and the related Lease. Each Schedule executed and delivered by Lessor and Lessee pursuant to this Agreement and the related Certificate of Acceptance (including the Attachments thereto) shall constitute a separate and independent Lease. This Agreement is not a commitment by Lessor to Lessee or to any Vendor to enter into any Schedule not currently in effect unless Lessee shall execute and deliver to Lessor a completed Schedule together with all exhibits thereto each in form and substance and with terms acceptable to Lessor (in the exercise of its sole discretion) and only so long as the financial condition or affairs of Lessee shall not have changed so as in the sole opinion of Lessor, to impair the credit risk to Lessor of the transaction contemplated by such Schedule. Each Schedule, upon its execution by Lessor and Lessee, shall constitute a commitment by Lessor to finance Lessee’s installment purchase and leasing of the Equipment therein described on the terms and subject to the conditions provided in such Schedule, and shall constitute a commitment by Lessee to obtain such financing from Lessor, but nothing in this Agreement or in such Schedule shall obligate Lessor to allocate funds for the payment of the Purchase Price under the related Lease as directed in any Certificate of Acceptance unless Lessee shall complete, execute and deliver to Lessor a Certificate of Acceptance with respect to Equipment at a Purchase Price and with Vendors acceptable to Lessor (in the exercise of its sole discretion) and only so long as the financial condition or affairs of Lessee shall not have changed so as, in the sole opinion of Lessor, to impair the credit risk to Lessor of the transaction contemplated by such Certificate of Acceptance; provided, however, that Lessor’s approval of or failure to object to any Vendor shall not constitute or imply any representation by Lessor with respect to the quality or reliability of such Vendor. This Agreement and any Schedule are, and in the case of a Certificate of Acceptance may be, entered into solely for the benefit of Lessor and Lessee and not for the benefit of any third party including (without limitation) any Vendors. 3. Term. The term of this Agreement begins as of the Master Lease Date set forth above and will continue so long as any amount remains unpaid under a Lease. The Initial Term of each Lease begins as of the Schedule Funding Date identified by Lessor in the Certificate of Acceptance relating to such Lease and expires at midnight on the last day of Lessee’s current Fiscal Period during which such Schedule Funding Date occurs. Beginning at the expiration of the applicable Initial Term, the term of each Lease shall automatically be extended upon the successive appropriation by Lessee’s governing body of amounts sufficient to pay Rental Payments and reasonably estimated Additional Payments during the next succeeding Renewal Term in the number of Renewal Terms, each coextensive with Lessee’s Fiscal Period, as are necessary for all Rental Payments identified in the pertinent Rental Payment Schedule to be paid in full, unless such Lease is terminated as provided therein. The term of each Lease will expire upon the first to occur of: (a) the expiration of the Initial Term or any Renewal Term under such Lease during which an Event of Nonappropriation occurs, (b) the day after the last scheduled Rental Payment under such Lease is paid in full, (c) the day after the Prepayment Option Amount under such Lease is paid in full or 3 (d) an Event of Default under such Lease and a termination of Lessee’s rights thereunder as provided therein. 4. Rental Payments. Lessee hereby agrees to pay Rental Payments for the Equipment identified in each Lease (but only from Legally Available Funds) to Lessor at Lessor’s mailing address set forth above (or at such other address as may be designated from time to time pursuant to Paragraph 27 or 30 hereof) in the amounts provided in the pertinent Rental Payment Schedule. Rental Payments made by check will be accepted subject to collection. Lessee’s obligation to make Rental Payments and to pay any Additional Payments payable under each Lease constitutes a current obligation payable exclusively from Legally Available Funds and shall not be construed to be an indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement. Lessee has not pledged its full faith and credit or its taxing power to make any Rental Payments or Additional Payments under any Lease. 5. Agreement to Seek Appropriations; Notice of Event of Nonappropriation. Lessee agrees that its primary business official will do all things lawfully within such official’s power (a) to include amounts to make Payments under each Lease in each annual or biennial budget (as appropriate) to be submitted to Lessee’s governing body and (b) to use best efforts to obtain and maintain funds from which Payments under each Lease may be made during each Fiscal Period for which amounts have been duly appropriated to make Payments. Lessee hereby agrees to notify Lessor immediately (and in no case later than thirty (30) days prior to the last day of its then current Fiscal Period) of the occurrence of an Event of Nonappropriation under any Lease. 6. Prepayment Option. Lessee is granted the option pursuant to the applicable Lease to prepay the aggregate principal component of Rental Payments (in whole but not in part) identified in such Lease, prior to the scheduled payment of the Rental Payments in full pursuant to such Lease, on each Rental Payment date for which a Prepayment Option Amount is identified under the column titled “PREPAYMENT OPTION AMOUNT” in the applicable Rental Payment Schedule. Such prepayment amount shall equal the Prepayment Option Amount (assuming that all Rental Payments and Additional Payments due under such Lease on and prior to the prepayment date have been paid) shown for the Rental Payment date on which such prepayment is to be effective under the column titled “PREPAYMENT OPTION AMOUNT” in the applicable Rental Payment Schedule. The aggregate principal component of Rental Payments may not be prepaid in whole or in part on any day prior to the first Rental Payment Date for which a “PREPAYMENT OPTION AMOUNT” is shown in the applicable Rental Payment Schedule, and the Prepayment Option Amount shown on any Rental Payment Schedule may include an amount representing premium. To exercise the option provided in this Paragraph 6 and granted in a Lease, Lessee shall give Lessor a written notice exercising such option and designating the affected Lease, the Rental Payment date on which such prepayment is to be effective and the applicable Prepayment Option Amount, which notice shall be delivered to Lessor at least thirty (30) days in advance of the proposed prepayment date. Such prepayment option may be exercised by Lessee with respect to a Lease whether or not one or more Events of Default have occurred and are then continuing under such Lease at the time of such exercise; provided, however, that the prepayment of such principal component of Rental Payments under the applicable Lease upon the exercise of such option during the continuance of an Event of Default thereunder shall not limit, reduce or otherwise affect liabilities or obligations that Lessee has incurred as a result of such Event of Default or otherwise terminate the term of the affected Lease notwithstanding anything in such Lease to the contrary. Immediately upon any such prepayment being made, Lessor shall execute all documents reasonably necessary to confirm in Lessee title in and to the Equipment under the affected Lease free and clear of any lien, encumbrance or other interest created by Lessor, but without warranties and in “where-is, as-is” condition, and release Lessor’s security interest in such Equipment and shall deliver such documents to Lessee. Lessor shall further cooperate in providing for the filing of any necessary releases, termination statements or other similar documents and the release of certificates of title or certificates of origin to Lessee. 7. Essentiality. Lessee’s present intention is to make Rental Payments and Additional Payments under each Lease for the Initial Term and all Renewal Terms applicable thereto as long as it has Legally Available Funds. In that regard, Lessee represents with respect to each Lease that (a) the use and operation of the Equipment under each Lease is essential to its proper, efficient and economic governmental operation and (b) the functions performed by the Equipment under each Lease could not be transferred to other equipment available for its use. 8. Nonsubstitution. If Lessor terminates a Lease pursuant to Paragraph 25 or an Event of Nonappropriation occurs with respect to a Lease, Lessee agrees, to the extent not prohibited by law, not to purchase, lease, rent or otherwise acquire equipment performing functions similar to those performed by the Equipment described in such Lease or obtain from any source the services or information that the Equipment described in such Lease was to perform or provide, in each case for a period equal to the shorter of (a) the longest period (if any) permitted by State law for such purpose or (b) 360 days after such termination or occurrence. 9. Delivery and Installation. Lessee shall select the type, quantity and Vendor of each item of Equipment designated in a Schedule. Once Lessor and Lessee have executed the related Schedule, Lessee (as Lessor’s agent for this purpose) shall then order the Equipment identified in such lease from such Vendor. Any existing purchase order at the time a Schedule is executed for any portion of the Equipment therein identified and any purchase order thereafter executed shall be deemed to be executed by Lessee in its capacity as Lessor’s agent for purposes of such Schedule. Lessor shall have no liability for any delay in delivery or failure by the Vendor to deliver any Equipment under any Schedule or to fill any purchase order or meet the conditions thereof. Lessee, at its expense, will pay or cause the Vendor to pay all transportation, packing, taxes, 4 duties, insurance, installation, testing and other charges relating to the Equipment under each Schedule. As soon as practicable after Lessee’s receipt and installation of all Equipment identified in a Schedule, Lessee shall deliver to Lessor a Certificate of Acceptance relating thereto. Execution of a Certificate of Acceptance with respect to the Equipment identified in a Schedule by any employee, official or agent of Lessee having authority in the premises or having managerial, supervisory or procurement duties with respect to equipment of the same general type as the Equipment describe in such Certificate of Acceptance shall constitute acceptance of such Equipment on behalf of Lessee. If Lessee delivers a completed and executed Certificate of Acceptance to Lessor that is in form and substance acceptable to Lessor and satisfies the conditions for allocation of funds for the payment of the Purchase Price under the related Lease, including those provided in the third paragraph of Paragraph 2 of this Agreement, Lessor shall within five (5) business days allocate such funds as directed by Lessee in such Certificate of Acceptance, complete and execute the Acknowledgment of Lessor included in such Certificate of Acceptance and calculate and prepare the Rental Payment Schedule to be attached to such Certificate of Acceptance all of which shall constitute and be part of the related Lease. Lessee understands and agrees that neither the Vendor of any Equipment under any Schedule or related purchase order nor any salesman or other agent of any such Vendor is an agent of Lessor. No salesman or agent of the Vendor of any Equipment under any Schedule or related purchase order is authorized to waive or alter any term or condition of any such Schedule or related purchase order, and no representation as to Equipment or any other matter by the Vendor of any Equipment under any Schedule or related purchase order shall in any way affect Lessee’s duty to pay the Rental Payments under the related Lease and perform its other obligations as set forth in such Lease. Lessee hereby acknowledges that it has or will have selected the Equipment identified in each Schedule using its own criteria and not in reliance on any representations of Lessor. 10. Disclaimer of Warranties. LESSOR, NOT BEING THE MANUFACTURER, SELLER OR SUPPLIER OF ANY OF THE EQUIPMENT UNDER ANY SCHEDULE, NOR A DEALER IN ANY OF SUCH EQUIPMENT, HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY, REPRESENTATION OR COVENANT, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATEVER, INCLUDING BUT NOT LIMITED TO: THE MERCHANTABILITY OF THE EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE DESIGN OR CONDITION OF THE EQUIPMENT, THE QUALITY OR CAPACITY OF THE EQUIPMENT, THE WORKMANSHIP IN THE EQUIPMENT, COMPLIANCE OF THE EQUIPMENT WITH THE REQUIREMENT OF ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING THERETO, PATENT INFRINGEMENT OR LATENT DEFECTS. NOTHING HEREIN SHALL MODIFY LESSEE’S RIGHTS AGAINST THE VENDOR OF ANY EQUIPMENT. Lessee accordingly agrees not to assert any claim whatsoever against Lessor based thereon. Lessee further agrees, regardless of cause, not to assert any claim whatsoever against Lessor for any direct, indirect, consequential, incidental or special damages or loss of any classification. Lessor shall have no obligation to install, erect, test, adjust, service or maintain any Equipment under any Lease. Lessee shall look solely to the manufacturer, seller and/or supplier for any and all claims related to any and all of the Equipment. LESSEE ACQUIRES, PURCHASES AND LEASES THE EQUIPMENT “WHERE-IS, AS-IS” AND “WITH ALL FAULTS.” Lessor hereby acknowledges that, so long as no Event of Default or Event of Nonappropriation has occurred and is continuing under a Lease, the warranties (if any) of the manufacturer, seller and/or supplier of the Equipment under such Lease are for the benefit of Lessee. 11. Title to Equipment. During the term of each Lease, title to the Equipment identified therein shall be vested in Lessee subject to the rights of Lessor under such Lease, unless Lessor terminates such Lease pursuant to Paragraph 25 hereof as provided in such Lease or an Event of Nonappropriation occurs with respect to such Lease, in which event title to the Equipment identified in such Lease shall immediately vest in Lessor free and clear of any right, title or interest of Lessee. Lessee, at its expense, will protect and defend Lessee’s title to the Equipment identified in each Lease and Lessor’s rights and interests therein and will keep the Equipment under each Lease free and clear from any and all claims, liens, encumbrances and legal processes of Lessee’s creditors and other persons. All items of Equipment shall at all times be and remain personal property notwithstanding that any such Equipment may now or hereafter be affixed to realty. 12. Tax Covenants Applicable Only to Tax-Exempt Leases; Tax Indemnity Payments. Lessee agrees that it will not take any action that may cause the interest component of Rental Payments under any Tax-Exempt Lease to be or to become includible in the gross income of the owner or owners thereof for federal income tax purposes, nor will it omit to take or cause to be taken, in a timely manner, any action, which omission may cause the interest component of Rental Payments under any Tax-Exempt Lease to be or to become includible in the gross income of the owner or owners thereof for federal income tax purposes. Lessee agrees to execute and deliver to Lessor, upon Lessor’s request, a tax certificate and agreement in form and content acceptable to Lessor, relating to the establishment and maintenance of the excludability from gross income of the interest component of Rental Payments under any Tax-Exempt Lease for federal income tax purposes. If Lessee breaches the covenant contained in this Paragraph with respect to a Tax-Exempt Lease, the interest component of Rental Payments under such Tax-Exempt Lease may become includible in gross income of the owner or owners thereof for federal income tax purposes. In such event, Lessee agrees to pay promptly after any such determination of taxability and on each Rental Payment date thereafter to Lessor an additional amount determined by Lessor to compensate such owner or owners for the loss of such excludability (including, without limitation, 5 compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive (absent manifest error). Notwithstanding anything herein to the contrary, any additional amount payable by Lessee pursuant to this Paragraph 12 as provided in a Tax-Exempt Lease shall be payable solely from Legally Available Funds. It is Lessor’s and Lessee’s intention that each Tax- Exempt Lease not constitute a “true” lease for federal income tax purposes and, therefore, it is Lessor’s and Lessee’s intention that Lessee be considered the owner of the Equipment under each Tax-Exempt Lease for federal income tax purposes; provided, however, that nothing in this paragraph shall affect the characterization of the transactions contemplated by each Lease for State law purposes. This Paragraph 12 shall be inapplicable and of no force or effect with respect to any Taxable Lease. 13. Use of Equipment, Inspection and Reports. During the term of each Lease, Lessee shall be entitled to quiet enjoyment of the Equipment identified therein and may possess and use the Equipment in accordance with such Lease, provided that Lessee is in compliance in all respects with the terms of such Lease and that such possession and use are in conformity with all applicable laws, any insurance policies and any installation requirements (including environmental specifications) or warranties of the manufacturer, seller and/or supplier with respect to the Equipment identified in such Lease. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment under each Lease. Lessor shall have the right, upon reasonable prior notice to Lessee and during regular business hours, to inspect the Equipment at the premises of Lessee or wherever the Equipment may be located. Lessee shall promptly notify Lessor of any alleged encumbrances on the Equipment identified in any Lease or any accident allegedly resulting from the use or operation thereof or any claim relating thereto. During the term of each Lease and at Lessor’s request, Lessee shall provide Lessor, no later than ten (10) days prior to the end of each Fiscal Period (commencing with the Lessee’s first Fiscal Period during which a Schedule Funding Date occurs), with current budgets or other proof of appropriation for the ensuing Fiscal Period and such other information relating to Lessee’s ability to continue the term of each Lease for the next succeeding Renewal Term as may be reasonably requested by Lessor. During the term of each Lease and at Lessor’s request, Lessee shall furnish or cause to be furnished to Lessor, at Lessee’s expense, as soon as available and in any event not later than 180 days after the close of each Fiscal Period, the audited financial statements of Lessee as at the close of and for such Fiscal Period, all in reasonable detail, audited by and with the report of Lessee’s auditor. During the term of each Lease and at Lessor’s request, Lessee shall promptly furnish to Lessor a list of those officials or officers of Lessee who are duly authorized to execute and deliver, for and on behalf of Lessee, this Agreement, any Schedule or any Certificate of Acceptance or otherwise perform acts and execute documents and agreements relating to any Lease. 14. Security Agreement; Further Assurances. To secure the performance of all of Lessee’s obligations under each Schedule and the related Lease, Lessee grants to Lessor, and Lessor shall have and retain, a security interest constituting a first and exclusive lien on the Equipment delivered under each respective Lease, on all attachments, repairs, replacements and modifications thereto or therefor and on any proceeds therefrom; provided, however, that such grant of a security interest shall not apply with respect to any portion of Equipment consisting of computer software that is subject to a license that prohibits such grant of a security interest with respect to the licensed software. Any portion of Equipment consisting of computer software that is subject to such a prohibition in the related license shall be subject to such separate rights and remedies as may be agreed upon by Lessor and Lessee with the consent of the software licensor. Lessee agrees to execute and deliver such additional documents, including, without limitation, financing statements, certificate of title or certificates of origin (or applications therefor) noting Lessor’s interest thereon, opinions of counsel, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest in the Equipment under each Lease or for the confirmation or perfection of each Lease and Lessor’s rights under each Lease. Upon the occurrence of an Event of Default or an Event of Nonappropriation under a Lease or in the event that Lessee refuses or is otherwise unwilling to execute and file financing statements to which Lessor is entitled in accordance with such Lease within ten (10) days after Lessor’s written request to Lessee therefor, Lessor is authorized to file financing statements signed only by Lessor in accordance with the applicable Uniform Commercial Code or signed by Lessor as Lessee’s attorney-in- fact. 15. Risk of Loss. All risk of loss, damage, theft or destruction to each item of Equipment under each Schedule and each Lease shall be borne by Lessee. No such loss, damage, theft or destruction of the Equipment under any Lease, in whole or in part, shall impair the obligations of Lessee under any Lease (including, but not limited to, the obligation to pay Rental Payments under each such Lease when due) all of which shall continue in full force and effect subject to the terms of the applicable Lease. If (a) the Equipment or any portion thereof under a Lease is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof under a Lease is taken under the exercise of the power of eminent domain, Lessee shall immediately notify Lessor. Lessee and Lessor shall cause the Net Proceeds of any insurance claim or condemnation award to be applied, at Lessor’s option, to (i) the prompt repair, restoration, modification or replacement of the Equipment so affected or (ii) the payment in full of any then applicable Prepayment Option Amount. Any balance of Net Proceeds remaining after completion of such work or payment of such Prepayment Option Amount shall be paid promptly to Lessee. If the Net Proceeds are insufficient to pay the costs of such repair, restoration, modification or replacement or to pay such Prepayment Option Amount in full, Lessee shall, at Lessor’s 6 direction, either complete the work or pay any then applicable Prepayment Option Amount in full and in either case pay any cost in excess of the amount of Net Proceeds, but only from Legally Available Funds. 16. Insurance. In the event that Lessee is not self-insured as hereinafter provided, Lessee, at its expense, shall throughout the term of each Lease keep the Equipment thereunder insured against theft, fire, collision (in the case of vehicles) and such other risks as may be customary for each item of Equipment in the amounts and for the coverage set forth in Exhibit 1 to the applicable Schedule, with carriers acceptable to Lessor, under a policy or policies containing a loss payable endorsement in favor of Lessor, and affording to Lessor such additional protection as Lessor shall reasonably require. Lessee shall further, at its expense, maintain in effect throughout the term of each Lease a policy or policies of comprehensive public liability and property damage insurance in the amounts and for the coverage set forth in Exhibit 1 to the applicable Schedule, with carriers satisfactory to Lessor. All such insurance shall name Lessor as an additional insured. The policies required hereby shall provide that they may not be canceled or materially altered without at least thirty (30) days’ prior written notice to Lessor. Lessee shall deliver to Lessor copies or other evidence satisfactory to Lessor of each insurance policy and each renewal thereof. Failure by Lessor to request evidence of such insurance policies or renewals, or otherwise to verify the existence of such insurance, shall not constitute a waiver of the requirements hereof. Lessor shall have the right, on behalf of itself and Lessee, to make claim for, receive payment of and execute and endorse all documents, checks or drafts received in payment for loss or damage under said insurance policies. If Lessee is self-insured with respect to equipment such as the Equipment under a Lease, Lessee shall maintain during the term of such Lease an actuarially sound self-insurance program in form satisfactory to Lessor and shall provide evidence thereof in form and substance satisfactory to Lessor. 17. Maintenance and Repairs. Lessee shall use the Equipment under each Lease in a careful and proper manner, in compliance with all applicable laws and regulations and, at its expense, keep and maintain the Equipment under each Lease in good repair and working order, performing all maintenance and servicing necessary to maintain the value and utility of the Equipment, reasonable wear and tear excepted. Without the prior written consent of Lessor, Lessee shall not make any alterations, modifications or attachments to the Equipment under any Lease which cannot be removed without materially damaging the functional capabilities, economic value or utility of such Equipment. 18. Taxes. Unless Lessee has provided Lessor with evidence necessary to sustain an exemption therefrom, Lessee shall timely pay all assessment, license fees, taxes (including sales, use, excise, personal property, ad valorem, stamp documentary and other taxes) and all other governmental charges, fees, fines or penalties whatsoever, whether payable by Lessor or Lessee, now or hereafter imposed by any governmental body or agency on or relating to the Equipment under each Lease, the Rental Payments under each Lease or the use, registration, rental, shipment, transportation, delivery, ownership or operation of the Equipment under each Lease and on or relating to each Lease; provided, however, that the foregoing shall not include any federal, state or local income or franchise taxes of Lessor. 19. Lessor’s Performance of Lessee’s Obligations. If Lessee shall fail duly and promptly to perform any of its obligations under a Lease, Lessor may, at its option, perform any act or make any payment that Lessor deems necessary for the maintenance and preservation of the Equipment under such Lease and Lessor’s interests therein, including but not limited to, payments for satisfaction of liens, repairs, taxes, levies and insurance. All expenses incurred by Lessor in performing such acts and all such payments made by Lessor together with late charges described in Paragraph 20 below as provided in each Lease, and any reasonable legal fees incurred by Lessor in connection therewith, shall be payable by Lessee to Lessor on demand. The performance of any act or payment by Lessor as aforesaid shall not be deemed a waiver or release of any obligation or default on the part of Lessee. 20. Late Charges. Should Lessee fail to duly pay any part of any Rental Payment or other sum to be paid to Lessor under a Lease (including, but not limited to, any amounts due as a result of Lessor’s exercise of its rights under Paragraph 25 hereof) within ten (10) days after the date on which such amount is due under such Lease, then Lessee shall pay to Lessor late charges on such delinquent payment from the due date thereof until paid at the rate of eighteen percent (18%) per annum or the highest rate permitted by law, whichever is less. 21. Indemnification. Lessee assumes liability for, agrees to and does hereby indemnify, protect and keep harmless Lessor and its agents, employees, officers, directors, parents, subsidiaries and stockholders from and against any and all liabilities, obligations, losses, damage, injuries, claims, demands, penalties, actions, costs and expenses (including reasonable attorneys’ fees), of whatsoever kind and nature, arising out of the use, condition (including, but not limited to, latent and other defects and whether or not discoverable by Lessee or Lessor), operation, ownership, selection, delivery, storage, leasing or return of any item of Equipment, regardless of where, how and by whom operated, or any failure on the part of Lessee to accept the Equipment under any Lease or otherwise to perform or comply with any conditions of any Lease. Lessee is an independent contractor and nothing contained in any Lease shall authorize Lessee or any other person to operate any item of Equipment so as to incur or impose any liability or obligation for or on behalf of Lessor. Notwithstanding anything in any Lease to the contrary, any indemnity amount payable by Lessee as described in this Paragraph 21 and as provided in the applicable Lease shall be payable solely from Legally Available Funds and only to the extent authorized by law. 22. No Offset; Unconditional Obligation. Each Lease is “triple net” and Lessee’s obligation to pay all Rental Payments and Additional Payments under each Lease shall be absolute and unconditional under any and all circumstances subject to the terms and conditions of each Lease. Without limiting the generality of the foregoing, Lessee shall not be entitled to any abatement of rent or reduction thereof or setoff against rent, including, but not limited to, abatements, reductions or setoffs 7 due to any present or future claims of Lessee against Lessor under any Schedule, any Lease, under this Agreement or otherwise; nor, except as otherwise expressly provided in a Lease, shall any Lease terminate, or the respective obligations of Lessor or Lessee be otherwise affected, by reason of any failure of the Equipment under such Lease to perform in the manner or to the extent that Lessee anticipated or to achieve cost or other savings that Lessee anticipated, any defect in or damage to or loss or destruction of all or any of the Equipment under any Lease from whatsoever cause, the taking or requisitioning of the Equipment under any Lease by condemnation or otherwise, the lawful prohibition of Lessee’s use of the Equipment under any Lease, the interference with such use by any private person or corporation, the invalidity or unenforceability or lack of due authorization or other infirmity of this Agreement, any Schedule or any Lease, or lack of right, power or authority of Lessor to enter into this Agreement, any Schedule or any Lease or any insolvency, bankruptcy, reorganization or similar proceedings by or against Lessor or Lessee or for any other cause whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, it being the intention of the parties hereto that the Rental Payments and Additional Payments payable by Lessee under each Lease shall continue to be payable in all events unless the obligation to pay the same shall expire or be terminated pursuant to such Lease (including upon the occurrence of an Event of Nonappropriation thereunder) or until the Equipment thereunder has been returned to the possession of Lessor as provided in such Lease (for all purposes of each Lease, any item of Equipment shall not be deemed to have been returned to Lessor’s possession until all of Lessee’s obligations with respect to the return, transportation and storage thereof have been performed). To the extent permitted by applicable law, Lessee hereby waives any and all rights that it may now have or that at anytime hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender any Lease or any of the items of Equipment thereunder, except in accordance with the express terms of each Lease. 23. Representations and Warranties of Lessee. Lessee hereby represents and warrants to and agrees with Lessor that: (a) Lessee is a state or a political subdivision thereof within the meaning of Section 103(c) of the Code. (b) Lessee has the power and authority under applicable law to enter into the transactions contemplated by this Agreement, each Schedule and each Lease and has been duly authorized to execute and deliver this Agreement and each Lease and to carry out its obligations under each Schedule and each Lease. (c) All requirements have been met and procedures have occurred in order to ensure the enforceability of this Agreement, each Schedule and each Lease, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Agreement, each Schedule and each Lease. (d) Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in any way limits, restricts or prevents Lessee from entering into this Agreement, any Schedule or any Lease or performing any of its obligations under this Agreement, any Schedule or any Lease, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally. (e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge of Lessee is there any basis therefor, wherein any unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Agreement, any Schedule, any Lease or any other agreement or instrument to which Lessee is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this Agreement, any Schedule or any Lease. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Agreement, each Schedule and each Lease or in connection with the carrying out by Lessee of its obligations hereunder and thereunder have been obtained, except with respect to annual or biennial budgeting and appropriation procedures as required by State law relating to each Lease. (f) The entering into and performance of this Agreement, each Schedule and each Lease will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of Lessee or on the Equipment under any Lease pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound, except as provided in each Lease with respect to the granting of security interests in and to the Equipment therein described. (g) Lessee is acquiring the Equipment under each Schedule and the related Lease for use within its geographical boundaries. (h) The useful life of the Equipment identified in each Schedule will not be less than the stated full term of the applicable Lease, including all contemplated Renewal Terms. (i) Lessee expects to have made sufficient appropriations or expects to have other Legally Available Funds to pay all Rental Payments due during the Initial Term under each Lease. (j) During the five years prior to the date hereof, Lessee has not failed (for whatever reason) to appropriate amounts sufficient to pay its obligations that are subject to annual or biennial appropriation. 24. Events of Default. Each of the following events constitutes an “Event of Default” with respect to a Lease: (a) Lessee fails to pay in full the Rental Payment due under such Lease on any date upon which such Rental Payment is due; (b) Lessee fails to comply with any other agreement or covenant of Lessee under such Lease for a period of thirty (30) days following receipt of written notice of violation of such agreement or covenant and demand that such violation be remedied; 8 (c) Lessee institutes any proceedings under any bankruptcy, insolvency, reorganization or similar law or a receiver or similar officer is appointed for Lessee or any of its property; (d) any warranty, representation or statement made in writing by or on behalf of Lessee in connection with such Lease is found to be incorrect or misleading in any material respect on the date made; (e) actual or attempted sale, lease or encumbrance of any of the Equipment under such Lease or the making of any levy, seizure or attachment thereof or thereon; or (f) any event of default occurs under any other Lease. 25. Repossession and Lessor’s Other Rights Upon Event of Default or Event of Nonappropriation. Immediately upon the occurrence of an Event of Default under a Lease or immediately after the expiration of the Initial Term or any Renewal Term under a Lease during which an Event of Nonappropriation occurs, Lessor may terminate the affected Lease or Lessee’s rights thereunder and in any such event repossess the Equipment under such Lease, which Lessee hereby agrees, at its expense, to surrender promptly to Lessor at such location in the continental United States as Lessor shall direct. Such right of repossession and other rights as specifically provided in this Paragraph 25 shall constitute the sole remedies for Lessee’s failure to make payments or otherwise perform its obligations when required under a Lease. If Lessor is entitled to repossess the Equipment under a Lease, Lessee shall permit Lessor or its agents to enter the premises where the affected Equipment is then located. In the event of any such repossession, Lessee shall execute and deliver such documents as may reasonably be required to transfer title to and possession of the Equipment under the affected Lease to Lessor, free and clear of all liens and security interests to which such Equipment may have become subject. Any termination of a Lease at Lessor’s option as described in this Paragraph 25 and as provided in the applicable Lease shall take effect at the end of the Initial Term or the Renewal Term then in effect under such Lease, unless Lessor (at its option) elects to terminate such Lease on an earlier date. Upon repossession, if the Equipment under the affected Lease is damaged or otherwise made less suitable for the purposes for which it was manufactured than when delivered to Lessee (reasonable wear and tear excepted), Lessee agrees, at its option, to: (a) repair and restore such Equipment to the same condition in which it was received by Lessee (reasonable wear and tear excepted) and, at its expense, promptly return such Equipment to Lessor (or to a location identified in a written notice to Lessee) or (b) pay to Lessor the actual costs of such repairs, restoration and return. If Lessor terminates a Lease as described in this Paragraph 25 and as provided in the applicable Lease or an Event of Nonappropriation occurs under a Lease and Lessee continues to use the Equipment after the Initial Term or any Renewal Term under such Lease during which the Event of Default or Event of Nonappropriation occurs or if Lessee otherwise refuses to pay Rental Payments due during a Renewal Term under a Lease for which Lessee’s governing body has appropriated sufficient Legally Available Funds to pay such Rental Payments, Lessor shall, be entitled to bring such action at law or in equity to recover damages attributable to such holdover period for the Equipment subject to such Lease that Lessee continues to use or to the remainder of such Renewal Term under such Lease for which such appropriations have been made. Lessor shall also be entitled to exercise any or all remedies available to a secured party under the applicable Uniform Commercial Code and all other rights and remedies that Lessor may have at law or in equity. Upon termination of a Lease (whether as a result of the occurrence of an Event of Default or an Event of Nonappropriation) under which the financed Equipment included computer software, the license relating to such software shall terminate and Lessee shall cease use and return such computer software as provided in the related license or otherwise. No right or remedy conferred upon or reserved to Lessor as described herein and as provided in each Lease is exclusive of any right or remedy herein or in any Lease or at law or in equity or otherwise provided or permitted, but each shall be cumulative of every other right or remedy given as described herein and as provided in each Lease or now or hereafter existing at law or in equity or by statue or otherwise and may be enforced concurrently therewith or from time to time. No waiver of or delay or omission in the exercise of any right or remedy as described herein and as provided in each Lease or otherwise available to Lessor shall impair, affect or be construed as a waiver of its rights thereafter to exercise the same. Any single or partial exercise by Lessor of any right hereunder or with respect to any Lease shall not preclude any other or further exercise of any right as described herein and as provided in each Lease. The exercise of any right or remedy herein provided with respect to a Lease shall not relieve Lessee of any other obligations under any other Lease or the Equipment identified therein. 26. No Sale, Assignment or Other Disposition by Lessee. Lessee agrees not to (a) sell, assign, transfer, lease, sublease, pledge or otherwise encumber or suffer a lien or encumbrance upon or against any interest in this Agreement, any Lease or the Equipment under any Lease, (b) remove the Equipment from its Equipment Location identified in the applicable Schedule or (c) enter into any contract or agreement with respect to the use and operation of any of the Equipment under any Lease by any person other than Lessee, without Lessor’s prior written consent in each instance. Lessee shall at all times remain liable for the performance of the covenants and conditions on its part to be performed, notwithstanding any assigning, transferring or other conveyance that may be made with such consent. Lessee shall take no action that may adversely affect the excludability from gross income for federal income tax purposes of any portion of the interest component of the Rental Payments under any Tax-Exempt Lease. 27. Assignment by Lessor. Lessor may, at any time and from time to time without Lessee’s consent, assign, transfer or otherwise convey all or any part of its interest in the Equipment under any Lease or any Lease, including Lessor’s rights to receive the Rental Payments or any part thereof under 9 any Lease (in which event Lessee agrees to make all Rental Payments under the affected Lease thereafter to the assignee designated by Lessor), to terminate any Lease or Lessee’s rights under any Lease and to repossess the Equipment and exercise Lessor’s other rights and remedies under each Lease; provided, however, that any such assignment, transfer or conveyance to a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to any applicable State law. Nothing in this Paragraph 27 shall be construed, however, to prevent Lessor from executing any such assignment, transfer or conveyance with respect to a Lease that does not involve funding through the use of certificates of participation within the meaning of applicable State law, including any such assignment, transfer or conveyance as part of a multiple asset pool to a partnership or trust interests in which are offered and sold in a private placement or limited offering only to investors whom Lessor reasonably believes are qualified institutional buyers or accredited investors within the meaning of the applicable federal securities law; provided, however, that in any event, Lessee shall not be required to make Rental Payments under any Lease, to send notices or to otherwise deal with respect to matters arising under any Lease with or to more than one individual or entity with respect to each Lease. No assignment, transfer or conveyance permitted by this Paragraph 27 with respect to a Lease shall be effective until Lessee shall have been given a written notice of assignment that discloses the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation, trust certificates or partnership interests with respect to the Rental Payments payable under any Lease, it shall thereafter be sufficient that a copy of the agency or trust agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency or trust agreement is no longer in effect. During the term of this Agreement, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments with respect to each Lease in form necessary to comply with Section 149 of the Code with respect to Tax-Exempt Leases and Section 165(f) of the Code with respect to Taxable Leases. Lessee agrees, if so requested, to acknowledge each such assignment in writing within fifteen (15) days after request therefor, but such acknowledgment shall in no way be deemed necessary to make any assignment effective. Lessee further agrees that any monies or other property received by Lessor as a result of any such assignment, transfer or conveyance shall not inure to Lessee’s benefit. 28. Costs. Lessee shall pay to Lessor all costs and expenses, including reasonably attorneys' fees and costs related to repossession of the Equipment under any Lease (including, without limitation, the costs and expenses to deliver possession of the Equipment under such Lease to such location as Lessor directs pursuant to Paragraph 25 hereof) and the exercise of remedies with respect to each Lease, incurred by Lessor in enforcing any of the terms, conditions or provisions of each Lease. 29. Severability. If any provision of this Agreement or any Lease is or becomes invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement or any such Lease which shall be valid and enforceable to the fullest extent permitted by law. 30. Notices. All notices, reports and other documents provided for in this Agreement, any Schedule or any Lease shall be deemed to have been given when delivered or three (3) days after being mailed by certified mail, postage prepaid, addressed to Lessor or Lessee at their respective mailing addresses set forth above or such other addresses as either of the parties hereto may designate in writing to the other from time to time for such purpose. 31. Amendments. This Agreement, each Schedule (including the Exhibits attached thereto), each Certificate of Acceptance (including the Attachments thereto) and any Addendum relating hereto constitute the entire agreement between Lessor and Lessee with respect to the Equipment therein described and the subject matter hereof and thereof. No term or provision of this Agreement, any Schedule, any Certificate of Acceptance, any such Addendum or any Lease may be changed, waived, amended or terminated except by a written agreement signed by both Lessor and Lessee except that Lessee may adjust the amount financed to the extent provided in each Schedule and Lessor may (a) adjust the annual interest rate for a Rental Payment Schedule to the extent provided in the related Schedule and (b) insert the serial number and additional description details in any Schedule of any item of Equipment after delivery thereof. 32. Construction. This Agreement, each Schedule and each Lease shall in all respects be governed by and construed in accordance with the laws of the State. The titles of the Paragraphs of this Agreement are for convenience only and shall not define or limit any of the terms or provisions hereof. Time is of the essence with respect to this Agreement, each Schedule and each Lease in each of their respective provisions. 33. Parties; Survival of Certain Obligations and Indemnities. (a) The provisions of this Agreement and each Lease shall be binding upon, and (subject to the limitations of Paragraphs 26 and 27 hereof) shall inure to the benefit of, the respective assignees and successors of Lessor and Lessee. (b) The indemnities, assumptions of liabilities and obligations of Lessee provided for in Paragraphs 8, 12 and 21 of this Agreement and incorporated into each Lease shall continue in full force and effect notwithstanding the expiration or termination of the term of this Agreement or any applicable Lease. 34. Original Agreement and Lease. Lessor and Lessee shall execute and deliver only one original of this Agreement and of each Lease, each of which shall be delivered to Lessor. Lessor shall provide to Lessee a full, true and correct copy of the executed Agreement and each executed Lease. In the event that the originally executed Agreement or an originally executed Lease is lost, stolen, destroyed or mutilated and Lessor certifies such events to Lessee, Lessee shall execute and deliver to Lessor, promptly after Lessor’s request and at Lessor’s expense, a replacement Agreement or Lease for such original Agreement or Lease so lost, stolen, destroyed or mutilated. Compliance with Laws. The Lessor shall comply 10 with all applicable federal, state, and local laws, rules, regulations, and ordinances, and all provisions required thereby to be included herein are hereby incorporated by reference. 35. Ethics. The Lessor and its agents shall abide by all ethical requirements that apply to persons who have a business relationship with the Lessee as set forth in Ind. Code § 4-2-6, et seq., § 4-2-7, et seq. and the regulations promulgated thereunder. If the Lessor has knowledge, or would have acquired knowledge with reasonable inquiry, that a government officer, employee, or special appointee, as those terms are defined in § 4-2-6-1, has a financial interest in the Agreement, the Lessor shall ensure compliance with the disclosure requirements in § 4-2-6-10.5 prior to the execution of this Agreement. 36. No Delinquency. The Lessor certifies by entering into this Agreement neither it nor its principal(s) is presently in arrears in payment of taxes, permit fees or other statutory, regulatory or judicially required payments to any governmental entity within the State of Indiana. 37. Telephone Solicitation. The Lessor and any principals of the Lessor certify that: (A) the Lessor, except for de minimis and nonsystematic violations, has not violated the terms of: Ind. Code § 24-4.7 [Telephone Solicitation Of Consumers]; § 24-5-12 [Telephone Solicitations]; or § 24-5-14 [Regulation of Automatic Dialing Machines]; in the previous 365 days, even if § 24-4.7 is preempted by federal law; and (B) the Lessor will not violate the terms of § 24-4.7 for the duration of the Agreement, even if § 24-4.7 is preempted by federal law. The Lessor and any principals of the Lessor certify that an affiliate or principal of the Lessor and any agent acting on behalf of the Lessor or on behalf of an affiliate or principal of the Lessor, except for de minimis and nonsystematic violations, (A) has not violated the terms of § 24-4.7 in the previous 365 days, even if § 24-4.7 is preempted by federal law; and (B) will not violate the terms of § 24-4.7 for the duration of the Agreement, even if § 24-4.7 is preempted by federal law. 38. No Debarment. The Lessor certifies by entering into this Agreement 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. 39. Drug Free Workplace. The Lessor hereby covenants and agrees to make a good faith effort to provide and maintain a drug-free workplace as required by Executive Order No. 90-5 dated April 12, 1990, issued by the Governor of Indiana. 40. E-verify. The Lessor swears or affirms under the penalties of perjury that the Lessor does not knowingly employ an unauthorized alien and complies with Ind. Code § 22-5-1.7 41. Applicable Standards. The Lessor, its employees and subcontractors shall comply with all applicable licensing standards, certification standards, accrediting standards and any other laws, rules, or regulations governing services to be provided by the Lessor pursuant to this Agreement. 42. No Discrimination. Pursuant to the Indiana Civil Rights Law, federal Civil Rights Act of 1964, ADEA, and ADA, the Lessor covenants it shall not discriminate against any employee or applicant for employment relating to this Agreement with respect to the hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of the employee’s or applicant’s race, color, national origin, religion, sex, age, disability, ancestry, status as a veteran, or any other characteristic protected by federal, state, or local law (“Protected Characteristics”). Lessor certifies compliance with applicable federal laws, regulations, and executive orders prohibiting discrimination based on the Protected Characteristics in the provision of services. The Lessee is a recipient of federal funds, and therefore, where applicable, Lessor and any subcontractors shall comply with requisite affirmative action requirements, including reporting, pursuant to 41 CFR § 60, as amended, and Section 202 of Executive Order 11246 as amended by Executive Order 13672. 43. Anti-Collusion. The undersigned attests, subject to the penalties for perjury, the undersigned is the properly authorized representative, agent, member or officer of the Lessor. Further, to the undersigned’s knowledge, neither the undersigned nor any other member, employee, representative, agent or officer of the Lessor, directly or indirectly, has entered into or been offered any sum of money or other consideration for the execution of this Agreement other than that which appears upon the face hereof. Furthermore, if the undersigned has knowledge that a governmental officer, employee, or special appointee, as those terms are defined in Ind. Code § 4-2-6-1, has a financial interest in the Agreement, the Lessor attests to compliance with the disclosure requirements in § 4-2-6-10.5. LESSEE HEREBY ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT. IN WITNESS WHEREOF, Lessor and Lessee have each caused this Master Equipment Lease-Purchase Agreement to be duly executed and delivered as of the date first above written. 11 LESSEE: City of Carmel, Indiana LESSOR: Crossroads Bank By: By: Printed Name: Zachary Q. Jackson Printed Name: Barry Grossman Title: Chief Financial Officer - Controller Title: Sr. Vice President SCHEDULE A-1 Crossroads Bank STATE AND LOCAL GOVERNMENT LEASE SCHEDULE (TAX EXEMPT) MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT DATE: MAY 22, 2025 LEASE SCHEDULE NO. 1 LESSEE: CITY OF CARMEL, INDIANA LEASE SCHEDULE DATE: MAY 22, 2025 1. This Schedule covers the following Equipment together with all accessories, attachments, substitutions and accessions: Vendor Quantity Description of Units of Equipment Serial Numbers (if available) Fredericks, Inc. 5448 W. Old St Rd 132 Pendleton, Indiana 46064 Phone: (765) 778-7588 See City of Carmel, Indiana Agreement for Purchase of Goods and Services, Appropriation #1205 0 44-670.00, dated May 7, 2025, Attached Hereto and Made Apart Hereof. See City of Carmel, Indiana Agreement for Purchase of Goods and Services, Appropriation #1205 0 44- 670.00, dated May 7, 2025, Attached Hereto and Made Apart Hereof. 2. EQUIPMENT LOCATION: City of Carmel Address: One Civic Square City: Carmel County: Hamilton State: IN Zip: 46032 3. AMOUNT FINANCED: Cash Purchase Price (including delivery) $491,511.00 Plus processing/documentation fees Paid In Cash $350.00 Plus sales tax 0 Amount Financed $491,511.00 Lessee shall pay any sales or use tax with respect to the Equipment described in this Schedule. Lessee hereby certifies that it is exempt from State and local taxation and its tax- exempt identification number is _____________. If applicable, a copy of a certificate evidencing Lessees tax- exemption is attached as Exhibit 6 hereto. At the time of installation, the amount financed may be adjusted (at Lessees request and as approved by Lessor based upon information provided by Lessee that supports such request in Lessors reasonable judgment) by the addition or deletion of items of Equipment the cash purchase price of which shall not exceed 10% of the Cash Purchase Price indicated above. 4. RENTAL PAYMENT TERMS: Annual interest rate: 4.44% First Rental Payment due: January 15, 2026 Rental Payments due thereafter: Annually Number of Rental Payments: Five (5) Lessee agrees that the Rental Payment Schedule shall be calculated and prepared by Lessor after delivery by Lessee of the Certificate of Acceptance relating to this Schedule, subject to any adjustment in the amount financed as described above and adjustments of the annual interest rate used to calculate the interest component of Rental Payments as provided in Paragraph 5 below. 5. DELETED 6. INCORPORATED BY REFERENCE: The terms and provisions of the Master Equipment Lease-Purchase Agreement described above (other than to the extent that such terms and provisions relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. Upon execution and delivery by Lessee of a Certificate of Acceptance related to this Schedule and execution by Lessor of the Acknowledgment thereon, such Certificate of Acceptance, Acknowledgment thereto and the Rental Payment Schedule calculated and prepared by Lessor with respect thereto shall be, and are hereby, incorporated into this Schedule by reference and made a part hereof. 7. REPRESENTATIONS, WARRANTIES AND COVENANTS: Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in such Master Equipment Lease-Purchase Agreement are true and correct as though made on the date of execution of this Schedule. Lessee hereby further represents and warrants to and agrees with Lessor that: (a) The payment of the Rental Payments or any portion thereof related to this Schedule is not (under the terms of the related Lease or any underlying arrangement) directly or indirectly (i) secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property or (ii) derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. No Equipment described in this Schedule is being or will be used, directly or indirectly, in any activity carried on by any person other than a state or local governmental unit. No portion of the purchase price for the Equipment described in this Schedule will be used, directly or indirectly, to make or finance loans to any person other than Lessee. Lessee has not entered and will not enter into any management or other service contract with respect to the use and operation of the Equipment; provided, however, that Lessee may enter into customary agreements for the maintenance and upkeep of the Equipment. (b) Lessee shall not permit any person or entity (including the federal government) to guarantee, directly or indirectly, in whole or in part, any Rental Payments related to this Schedule without the prior written consent of Lessor. (c) All funds to be allocated for the payment of the purchase price by Lessor at Lessees direction pursuant to each Certificate of Acceptance will be used, directly or indirectly, to finance costs of a type that would be properly chargeable to a capital account under the Code (or would be so chargeable with a proper election) under federal income tax principles if Lessee were treated as a corporation subject to federal income taxation, taking into account the placed-in-service date for the Equipment. (d) Lessee does not intend to sell or otherwise dispose of the Equipment identified in this Schedule (or any interest therein) prior to the last Rental Payment scheduled to be paid with respect to such Equipment under the applicable Rental Payment Schedule. (e) Lessee has entered into this Schedule for the purpose of purchasing, acquiring and leasing the Equipment identified herein and not for the purpose of refinancing any outstanding obligation of Lessee more than 90 days in advance of its payment or prepayment date. The purchase price for the Equipment will be paid directly by Lessor, at the direction of Lessee as provided in a Certificate of Acceptance and upon satisfaction of all conditions precedent to disbursement, to the vendor or vendors of such Equipment or as reimbursement to Lessee for funds advanced to purchase such Equipment; provided, however, that no portion of the purchase price for the Equipment will be paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior to the execution and delivery of this Schedule or, if earlier, more than 60 days prior to any official action taken to evidence an intent to reimburse. 8. ATTACHMENTS: Lessee hereby represents and certifies to Lessor that: (a) attached to this Schedule as Exhibit 2 is a full, true and correct copy of a resolution or other appropriate official action of Lessees governing body specifically authorizing Lessee to execute and deliver the Master Equipment Lease-Purchase Agreement, this Schedule and the applicable Lease; (b) attached to this Schedule as Exhibit 3 is a full, true and correct copy of an Incumbency Certificate relating to the authority of the officers who have executed and delivered, or will execute and deliver, the Master Equipment Lease-Purchase Agreement, this Schedule and the applicable Lease on behalf of Lessee; and (c) attached to this Schedule as Exhibit 4 is a full, true and correct copy of an opinion of Lessees legal counsel regarding the legal, valid and binding nature of the Master Equipment Lease- Purchase Agreement, this Schedule and each Lease on Lessee and certain other related matters. 9. ORIGINAL LEASE: Lessor and Lessee shall execute and deliver only one original Lease represented by this Schedule and the Certificate of Acceptance (including the Rental Payment Schedule attached thereto) to be delivered with respect hereto and incorporated herein and such original Lease shall be delivered to Lessor. City of Carmel, Indiana (Lessee) Crossroads Bank. (Lessor) By: By: Printed Name: Zachary Q. Jackson Printed Name: Barry Grossman Title: Chief Financial Officer - Controller Title: Sr. Vice President EXHIBIT 1 (TO LEASE SCHEDULE NO. 1) INSURANCE COVERAGE REQUIREMENTS To Lessor: Crossroads Bank (“Lessor”) 1205 N. Cass Street Wabash, Indiana 46992 Phone (260) 563-3185 Fax (260) 5634841 Attn: Trey Weber Email: TWeber@crossroadsbanking.com To Lessee: City of Carmel, Indiana (“Lessee”) One Civic Square Carmel, IN 46032 In accordance with that certain Master Equipment Lease-Purchase Agreement, dated May 22, 2025, and Lease Schedule No. 1, dated May 22, 2025 (collectively, the “Lease”) by and between Lessor and Lessee, INSTRUCTIONS: Please circle number(s) regarding applicable insurance coverage. Proof of insurance coverage will be provided to Lessor and its successors and assigns at or prior to the time that Lessee delivers a Certificate of Acceptance to Lessor with respect to the Equipment described in the above-referenced Schedule. 1. maintains All Risk Physical Damage Insurance on the Equipment (as described in the Schedule) evidenced by a Certificate of Insurance (“Certificate”) and Long Form Loss Payable Clause naming Lessor and its successors and assigns as Loss Payee. Coverage required: Full Replacement Value. Lessee has instructed the insurance agent named below to issue a Certificate to Lessor: Company: Address: Phone No.: Contact: 2. maintains Public Liability Insurance evidenced by a Certificate of Insurance, naming Lessor and its successors and assigns as Additional Insured, with the following minimum coverages: $1,000,000 per person $5,000,000 aggregate bodily injury liability $491,511 comprehensive damage liability Lessee has instructed the insurance agent named below to issue a Certificate to Lessor: Company: Address: Phone No.: Contact: 3. is self-insured for all risk, physical damage and will provide Lessor with such supporting documentation as Lessor may request. 4. is self-insured for public liability and will provide Lessor with such supporting documentation as Lessor may request. Lessee: City of Carmel, Indiana By: Printed Name: Zachary Q. Jackson Title: Chief Financial Officer - Controller Date: May 22, 2025 EXHIBIT 2 (TO LEASE SCHEDULE NO. 1) A RESOLUTION OF THE CITY OF CARMEL, INDIANA BOARD OF PUBLIC WORKS AND SAFETY, AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT AND SEPARATE LEASE SCHEDULES AND CERTIFICATES OF ACCEPTANCE WITH RESPECT TO THE ACQUISITION, PURCHASE, FINANCING AND LEASING OF CERTAIN EQUIPMENT FOR THE PUBLIC BENEFIT; AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS REQUIRED IN CONNECTION THEREWITH; AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION. WHEREAS, City of Carmel, Indiana (the "Lessee"), a body politic and corporate duly organized and existing as a political subdivision, municipal corporation or similar public entity of the State of Indiana, is authorized by the laws of the State of Indiana to purchase, acquire and lease personal property for the benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and WHEREAS, the Lessee desires to purchase, acquire and lease certain equipment (including maintenance and other support service agreements) constituting personal property necessary for the Lessee to perform essential governmental functions; and WHEREAS, in order to acquire such equipment, the Lessee proposes to enter into that certain Master Equipment Lease-Purchase Agreement (the "Agreement") and separate Lease Schedules and Certificates of Acceptance relating thereto from time to time as provided in the Agreement with Crossroads Bank. (the "Lessor"), the form of which has been presented to the governing body of the Lessee at this meeting; and WHEREAS, the governing body of the Lessee deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into the Agreement and the separate Lease Schedules and Certificates of Acceptance relating thereto as provided in the Agreement for the purchase, acquisition and leasing of the equipment to be therein described on the terms and conditions therein provided; NOW, THEREFORE, BE IT AND IT IS HEREBY RESOLVED by the governing body of The City of Carmel follows: Section 1. Approval of Documents. The form, terms and provisions of the Agreement and the separate Lease Schedules and Certificates of Acceptance relating thereto as provided in the Agreement are hereby approved in substantially the forms presented at this meeting, with such insertions, omissions and changes as shall be approved by the Chief Financial Officer-Controller, of the Lessee or other members of the governing body of the Lessee executing the same, the execution of such documents being conclusive evidence of such approval; and the Chief Financial Officer- Controller of the Lessee is hereby authorized and directed to execute the Agreement, each Lease Schedule, each Certificate of Acceptance and any related Exhibits and Attachments attached to any thereof and to deliver the Agreement, each Lease Schedule and each Certificate of Acceptance (including such Exhibits and Attachments) to the respective parties thereto. Section 2. Other Actions Authorized. The officers and employees of the Lessee shall take all action necessary or reasonably required by the parties to the Agreement, each Lease Schedule and each Certificate of Acceptance to carry out, give effect to and consummate the transactions contemplated thereby (including the execution and delivery of any tax certificate and agreement, each with respect to separate Lease Schedules and Certificates of Acceptance, as contemplated in the Agreement) and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the Agreement, each Lease Schedule and each Certificate of Acceptance. Section 3. No General Liability. Nothing contained in this Resolution, the Agreement, any Lease Schedule, any Certificate of Acceptance nor any other instrument shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Agreement, any Lease Schedule, any Certificate of Acceptance or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the Rental Payments payable under each Lease are special limited obligations of the Lessee as provided in such Lease. Section 4. Appointment of Authorized Lessee Representatives. The Chief Financial Officer-Controller of the Lessee is hereby designated to act as authorized representative of the Lessee for purposes of the Agreement, each Lease Schedule and each Certificate of Acceptance until such time as the governing body of the Lessee shall designate any other or different authorized representative for purposes of the Agreement, each Lease Schedule and each Certificate of Acceptance in which event the Lessee shall notify the Lessor in writing of any new authorized representatives designated as herein provided. Section 5. Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity of unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 6. Repealer. All bylaws, orders and resolutions or parts thereof inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order, resolution or ordinance or part thereof. Section 7. Effective Date. This Resolution shall be effective immediately upon its approval and adoption. ADOPTED AND APPROVED by the City of Carmel, Board of Public Works & Safety of the Lessee this 21st day of May, 2025. LESSEE: City of Carmel, Indiana By: Printed Name: Laura Campbell Title: Presiding Officer By: Printed Name: James Barlow Title: Member By: Printed Name: Alan Potasnik Title: Member ATTEST: By: Printed Name: Jacob Quinn Title: Clerk APPROVED AS TO FORM: ATTORNEY FOR LESSEE EXHIBIT 3 (TO LEASE SCHEDULE NO. 1) INCUMBENCY CERTIFICATE OF LESSEE The undersigned, the duly authorized representative of the named Lessee under that certain Master Equipment Lease-Purchase Agreement dated May 22, 2025 (the “Agreement”), with Crossroads Bank., as Lessor, hereby certifies as follows in accordance with the requirements of the Agreement, which is incorporated by reference into the above-referenced Lease Schedule. Capitalized terms used herein have the same meaning as in the Agreement. I hold the position noted under my signature, and I have all authority necessary to execute and deliver this Certificate. The following officers of the Lessee are duly elected or appointed, and the signatures above the respective name and title are true and correct and, where required, have been filed with the appropriate officials of the State. Signature: Signature: Printed Name: Zachary Q. Jackson Printed Name: Title: Chief Financial Officer – Controller Title: IN WITNESS WHEREOF, I have executed and delivered this Certificate as of this 6th day of May, 2025. Lessee: City of Carmel, Indiana By: Printed Name: Zachary Q. Jackson Title: Chief Financial Officer - Controller EXHIBIT 4 OPINION OF LESSEE’S COUNSEL (Please furnish this text on Attorney’s Letterhead) [To be dated the execution date of Lease Schedule No. 1 ] May 22, 2025 Crossroads Bank 1205 North Cass Street Wabash, Indiana 46992 Re: Master Equipment Lease-Purchase Agreement Dated May 22, 2025 and Lease Schedules Thereto Ladies and Gentlemen: As counsel for City of Carmel, Indiana, (“Lessee”), I have examined the Master Equipment Lease-Purchase Agreement duly executed by Lessee and dated May 22, 2025 (the “Master Lease”), which has been incorporated by reference into the Lease Schedule No. 1 dated May 22, 2025 (“Lease Schedule No.1”) each between Lessee and Crossroads Bank. (“Lessor”), the form of the Certificate of Acceptance (the “Certificate of Acceptance”) attached to Lease Schedule No.1 and the proceedings taken by the City Board of Public Works and Safety a governing body of Lessee to authorize on behalf of Lessee the execution and delivery of the Master Lease, Lease Schedule No. 1, the Certificate of Acceptance and all additional equipment schedules and related payment schedules to be entered into pursuant to the Master Lease (each of which is herein referred to as an “Additional Lease Schedule”) and to be executed and delivered in substantially the same manner and in substantially the same form as Lease Schedule No. 1. The Master Lease, Lease Schedule No. 1 and the related Certificate of Acceptance are herein collectively referred to as the “Lease.” The Master Lease and any Additional Lease Schedule and the related Certificate of Acceptance are herein collectively referred to as an “Additional Lease.” Based upon the foregoing examination and upon an examination of such other documents and matters of law as I have deemed necessary or appropriate, I am of the opinion that: 1. Lessee is a city duly organized and legally existing as a political subdivision, municipal corporation or similar public entity under the Constitution and laws of the State of Indiana with full power and authority to enter into the Master Lease, Lease Schedule No. 1, the Certificate of Acceptance and each Additional Lease Schedule. 2. The City of Carmel, Indiana Board of Public Works and Safety has the legal capacity and authority to enter into the Master Lease and all related agreements which shall be a valid and binding agreement of the City of Carmel, Indiana. 3. The Master Lease, Lease Schedule No. 1 and each Additional Lease Schedule have each been duly authorized and have been, or, with respect to each Additional Lease Schedule, will be, duly executed and delivered by Lessee. Assuming due authorization, execution and delivery thereof by Lessor, the Master Lease and Lease Schedule No. 1 constitute, and each Additional Lease Schedule will constitute, the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors’ rights generally. 4. The Certificate of Acceptance has been duly authorized by Lessee and, when a Certificate of Acceptance is duly executed and delivered by Lessee in accordance with Lease Schedule No. 1 or any Additional Lease Schedule, the Lease and each Additional Lease to which a Certificate of Acceptance relates will constitute the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors’ rights generally. 5. The Equipment to be leased pursuant to the Lease and each Additional Lease constitutes personal property and when subjected to use by Lessee will not be or become a fixture under applicable law. 6. Lessee has complied with any applicable public bidding requirements in connection with the Lease, each Additional Lease and the transactions contemplated thereby. 7. No litigation or proceeding is pending or, to the best of my knowledge, threatened to restrain or enjoin the execution, delivery or performance by Lessee of the Master Lease, Lease Schedule No. 1 or any Additional Lease Schedule or in any way to contest the validity of the Lease or any Additional Lease, to contest or question the creation or existence of Lessee or its governing body or the authority or ability of Lessee to execute or deliver the Lease or any Additional Lease or to comply with or perform its obligations thereunder. There is no litigation pending or, to the best of my knowledge, threatened seeking to restrain or enjoin Lessee from annually appropriating sufficient funds to pay the Rental Payments or other amounts contemplated by the Lease or any Additional Lease. 8. The resolution adopted by the Lessee’s Board of Public Works and Safety a governing body of the City of Carmel, Indiana authorizing the execution and delivery of the Master Lease, Lease Schedule No. 1, the Certificate of Acceptance, the Additional Lease Schedules, each Certificate of Acceptance and certain other matters was adopted at a meeting that was held in compliance with all applicable laws relating to the holding of open and public meetings. 9. The entering into and performance of the Master Lease, Lease Schedule No. 1 and each Additional Lease Schedule do not, and the execution of a Certificate of Acceptance by Lessee pursuant to Lease Schedule No. 1 and each Additional Lease Schedule will not, violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of Lessee or on the Equipment (as such term is defined in the Master Lease) pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound. This opinion may be relied upon by purchasers and assignees of Lessor’s interest in the Lease and each Additional Lease. [A copy of this opinion may be furnished to, Special Tax Counsel in connection with the Lease or any Additional Lease, which is authorized to rely on this opinion in rendering its opinion as Special Tax Counsel.] Respectfully submitted, ___________________________________ Attorney EXHIBIT 5 (TO LEASE SCHEDULE NO. 1) CROSSROADS BANK CERTIFICATE OF ACCEPTANCE LESSEE: CITY OF CARMEL, INDIANA MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT DATE: MAY 22, 2025 LEASE SCHEDULE NO. 1 THE UNDERSIGNED ACKNOWLEDGES AND REPRESENTS FOR AND ON BEHALF OF LESSEE THAT: (a) the Equipment identified in the above-referenced Lease Schedule is delivered, installed, available for use and is placed in service as of the Acceptance Date indicated below; (b) such Equipment is in good operating condition and repair and is accepted as satisfactory in all respects for purposes of the applicable Lease; (c) the cash purchase price of such Equipment is $491,511 and (d) to the extent that invoices with respect to the Equipment are not attached hereto, Lessee shall deliver or cause to be delivered to Lessor such invoices in a timely manner. FURTHER, Lessee hereby directs Crossroads Bank as Lessor, (a) to allocate funds from the escrow account for the payment of the amounts evidenced on the invoices delivered herewith or to be delivered by Lessee pursuant to the preceding paragraph, which amounts represent the cash purchase price for such Equipment and the amount financed for purposes of the Lease (calculated as permitted by Paragraph 3 of such Lease Schedule), which may include an adjustment from the purchase price stated in such Lease Schedule, which adjustment shall not exceed 10% of the cash purchase price stated in such Lease Schedule, and (b) to calculate and prepare the Rental Payment Schedule as provided in the above-referenced Lease Schedule, which shall be the Rental Payment Schedule for all purposes of the applicable Lease. If this Certificate of Acceptance relates to a Tax-Exempt Lease, Lessee hereby (a) represents that neither Lessee nor any agency or unit of Lessee has on hand any property, including cash and securities, that is legally required or otherwise restricted (no matter where held or the source thereof) to be used directly or indirectly to pay the amount that is herein requested for allocation for the payment of the purchase price, (b) represents that it has not and will not establish any funds or accounts (no matter where held or the source thereof) the use of which is legally required, otherwise restricted or reasonably expected to be used to pay directly or indirectly the Rental Payments to be shown on the Rental Payment Schedule (Attachment 1) for this Certificate of Acceptance except the portion of the Lessee's general or special fund from which such Rental Payments are to be made within 12 months of when amounts used to make Rental Payments are deposited therein and (c) agrees to complete and file or cause to be filed in a timely manner an information reporting return (either I.R.S. Form 8038-G or Form 8038-GC, as appropriate) in the form attached as Attachment 2 hereto as required by the Internal Revenue Code of 1986, as amended. If this Certificate of Acceptance relates to a Tax-Exempt Lease and such Lease may be treated as bank-qualified, the Lessee will designate such Lease as "bank-qualified" as provided in the Bank-Qualified Designation attached as Attachment 3 hereto. ACCEPTANCE DATE: May 22, 2025 AUTHORIZED SIGNATURE: PRINTED NAME: Zachary Q. Jackson TITLE: Chief Financial Officer - Controller 2 LESSOR ACKNOWLEDGMENT THE UNDERSIGNED HEREBY ACKNOWLEDGES FOR AND ON BEHALF OF LESSOR THAT: (1) The Schedule Funding Date is May 22, 2025 (on which funds were allocated for the future payment of the purchase price at Lessee's direction as described in the Certificate of Acceptance to which this Acknowledgment is attached and from which interest accrues); and (2) The Rental Payment Schedule attached as Attachment 1 hereto has been calculated and prepared as provided in the above-referenced Lease Schedule and shall constitute the Rental Payment Schedule for all purposes of the applicable Lease. DATED THIS 22nd day of May 2025. Crossroads Bank, AS LESSOR By: Printed Name: Barry Grossman Title: Sr. Vice President ATTACHMENT 1 (TO CERTIFICATE OF ACCEPTANCE FOR LEASE SCHEDULE NO. 1) CROSSROADS BANK RENTAL PAYMENT SCHEDULE LESSEE: City of Carmel, Indiana MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT DATE: MAY 22, 2025 LEASE SCHEDULE: NUMBER 1 Stated annual interest rate: 4.44% IN ACCORDANCE WITH THE LEASE SCHEDULE DESCRIBED ABOVE, THE RENTAL PAYMENTS SHALL BE MADE FOR THE EQUIPMENT DESCRIBED IN SUCH LEASE SCHEDULE AS FOLLOWS: Payment No. Date Payment Interest Principal *Prepayment Option 1 1/15/2026 $110,126.10 $14,235.17 $95,890.93 $395,620.07 2 1/15/2027 $110,126.10 $17,572.10 $92,554.00 $303,066.07 3 1/15/2028 $110,126.10 $13,461.17 $96,664.93 $206,401.14 4 1/15/2029 $110,126.10 $9,167.64 $100,958.46 $105,442.68 5 1/15/2030 $110,126.10 $4,683.42 $105,442.68 $0.00 Grand Totals $550,630.50 $59,119.50 $491,511.00 *Assumes all Rental Payments, applicable taxes and all other amounts payable under the Lease on and prior to that date have been paid. ATTACHMENT 3 (TO CERTIFICATE OF ACCEPTANCE FOR LEASE SCHEDULE NO. 1) BANK-QUALIFIED DESIGNATION City of Carmel, Indiana, as Lessee (“Lessee”) under the Certificate of Acceptance to which this Designation is attached, hereby designates the Lease created under the Lease Schedule identified in such Certificate of Acceptance as a “qualified tax-exempt obligation” for the purposes and within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. Lessee hereby represents that Lessee reasonably anticipates that Lessee and other entities that Lessee controls and entities who issue obligations on behalf of Lessee will not issue tax-exempt obligations (including such Lease) that exceed the aggregate principal amount of $10,000,000 during the calendar year in which such Lease is executed and delivered and interest commences to accrue thereunder. This Designation is attached to and made a part of such Lease EXECUTED on May 22, 2025. LESSEE: City of Carmel, Indiana Signature: Printed Name: Zachary Q. Jackson Title: Chief Financial Officer - Controller EXHIBIT 6 (To Lease Schedule No.1) [ATTACH EVIDENCE OF EXEMPTION FROM STATE AND LOCAL TAXES, IF APPLICABLE.] INDIANA FORM - ST 105 ESCROW AGREEMENT THIS ESCROW AGREEMENT is made and entered into by and between the City of Carmel, Indiana, (“CCI”) and Crossroads Bank (“Bank”). RECITALS “CCI” is purchasing a new Cummins 800KW Tier II Standby Diesel Generator as described on master lease schedule number 1 dated May 22, 2025, (“Equipment”) for the sum of ($491,511) (“Purchase Price”). Bank is financing “CCI”s purchase of the Equipment under a Master Equipment Lease-Purchase Agreement dated May 22, 2025 (“Lease”). To facilitate “CCI”s purchase of the Equipment and to minimize its interest payments to Bank, Bank will advance, upon execution of this Agreement and contemporaneously with the effective date of the Lease, the full Purchase Price to an interest-bearing escrow account to be disbursed as authorized and directed by Lessee. In consideration of the above recitals, and the mutual covenants contained herein, the parties agree as follows: 1. Upon the Bank advancing the Purchase Price to “CCI”, “CCI” will deposit the same with Bank in an interest-bearing escrow account. 2. Bank shall disburse amounts from the escrow account to the vendors of the Equipment upon receipt of the following: (a) copies of statements for the labor, services, or materials with respect to which disbursement is required, certified by vendor to be true and correct, and (b) written approval of vendor’s statements by “CCI”. 3. Upon completion of delivery and installation of the Equipment to the satisfaction of “CCI” and disbursement of all escrow funds, Agreement shall terminate, and no party shall have any further rights, duties, or obligations hereunder. City of Carmel, Indiana, (“Lessee”) By: ___________________________________________________________________ Zachary Q. Jackson, Chief Financial Officer - Controller Date: May 22, 2025 CROSSROADS BANK (“Lessor” and “Escrow Agent”) By: ___________________________________________________________________ Barry Grossman, Senior Vice President Date: May 22, 2025 Crossroads Bank May 22, 2025 INVOICE _____________________ City of Carmel, Indiana, One Civic Square Carmel, Indiana 46032 Documentation Fee for - Master Lease Schedule No 1., for a New Cummins 800KW Tier II Standby Diesel Generator $350 TOTAL AMOUNT DUE: $350 PLEASE MAKE CHECK PAYABLE TO: Crossroads Bank. Crossroads Bank. PO BOX 259 Wabash, Indiana 46992 Toll Free (800) 377- 4944 BOARD OF DIRECTORS Shawna Girgis Dan Huge Deron Kintner Charles L. Williams 10 West Market Street | Suite 2410 | Indianapolis, Indiana 46204 | p 317-233-0888 | inbondbank.com Daniel Elliott Chair, Indiana Bond Bank Treasurer of State Jacob Blasdel Executive Director Mike Lucas Vice-Chair May 13, 2025 Zac Jackson City of Carmel One Civic Square Carmel, IN 46032 Re: Indiana Bond Bank: Hoosier Equipment Lease Purchase (HELP) Program Dear Mr. Jackson: The Indiana Bond Bank is pleased to award your lease to Crossroads Bank. They will be contacting you regarding the lease’s legal documentation, which will be between your entity and the bank. Interest rates can be time-sensitive, so please carefully review the lease documents for the deadlines and documentation necessary to execute this lease. Approval of the lease is subject to credit review by Crossroads Bank. You will be notified if additional information is required. Please note that IC 5-1.5-8-3(c) exempts Indiana Municipalities from bidding the financing through the HELP Program. Your entity must still follow the provisions of the public purchase law (IC 5-22-2) as applicable. Finally, both your entity and the Bond Bank will receive a copy of the lease documents at closing. If you have any questions regarding the HELP program, please do not hesitate to contact us. Sincerely, Marisa Weimer cc: Barry Grossman, Crossroads Bank IBB has not reviewed the credit worthiness of the QE. By bidding, the bank affirms that it has reviewed the QE’s creditworthiness and obtained financial information necessary for it to make a decision to lend money RESOLUTION NO. BPW 05-21-25-03 RESOLUTION OFTHE CITY OFCARMEL BOARD OFPUBLIC WORKS ANDSAFETY ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR WHEREAS, pursuant toIndiana Code36-1-4-7, theCityofCarmel, Indiana (“City”), isauthorized toenter into contracts; and WHEREAS, pursuant toIndiana Code36-4-5-3, theCity’smayormayenterintocontracts onbehalf ofthe City; and WHEREAS, pursuant toherauthority underIndiana law, theCity’smayor, theHonorable SueFinkam, has caused tobesigned theAgreement attached hereto (the “Contract”); and WHEREAS, Mayor Finkam nowwishes topresent thecontract totheCity’sBoardofPublic Worksand Safetyforittobepublicly acknowledged, filedintheClerk’sOffice, andmadeavailable tothepublic forreview. NOW, THEREFORE, BEITRESOLVED bytheCityofCarmel Board ofPublic Works andSafety as follows: 1. Theforegoing Recitals areincorporated herein bythisreference. 2. Thereceipt oftheContract ishereby acknowledged. 3. TheContract shallbepromptly filedintheoffice oftheClerk andthereafter madeavailable tothepublic forreview. SORESOLVED this dayof , 2025. CITY OFCARMEL, INDIANA Byand through itsBoardofPublic WorksandSafety BY: Laura Campbell, Presiding Officer Date: JamesBarlow, Member Date: AlanPotasnik, Member Date: ATTEST: Jacob Quinn, Clerk Date: LOCALROADS ANDBRIDGESMATCHING GRANTAGREEMENT Contract #0000000000000000000091727 ThisGrantAgreement (this "GrantAgreement"), enteredintobyandbetweentheIndianaDepartmentof Transportation (the "State") andCITYOFCARMEL, aLocalUnit, (the "Grantee"), isexecuted pursuant tothetermsandconditions setforthherein. Inconsideration ofthose mutualundertakings andcovenants, thepartiesagreeasfollows: 1. PurposeofthisGrantAgreement; Funding Source. ThepurposeofthisGrantAgreement isto enabletheStatetoawardaGrantofupto $1,171,958.89(the "Grant"), representing50% oftheeligible costsoftheproject (the "Project") describedinAttachmentA ofthisGrantAgreement, whichis incorporated fullyherein. Thefundsshallbeusedexclusivelyinaccordance withtheprovisionscontained inthisGrantAgreementandinconformance withIndianaCodech. 8-23-30establishing theauthority to makethisGrant, aswellasanyrulesadoptedthereunder. ThefundsreceivedbytheGranteepursuant to thisGrantAgreementshallbeusedonlytoimplementtheProjectorprovidetheservicesinconformance withthisGrantAgreementandfornootherpurpose. FUNDINGSOURCE: StateFunds: Program Title: LocalRoadandBridgeMatching GrantFund (I.C. ch. 8-23-30). 2. Representations andWarranties oftheGrantee. A. TheGranteeexpressly representsandwarrantstotheStatethatitisstatutorily eligibletoreceivethese Grantfundsandthattheinformation setforthinitsGrantApplicationistrue, complete andaccurate. The Granteeexpressly agreestopromptlyrepayallfundspaidtoitunderthisGrantAgreement shoulditbe determined eitherthatitwasineligibletoreceivethefunds, oritmadeanymaterialmisrepresentation onits grantapplication. B. TheGranteecertifiesbyenteringintothisGrantAgreement thatneitheritnoritsprincipalsarepresently debarred, suspended, proposedfordebarment, declaredineligibleorvoluntarilyexcludedfromentering intothisGrantAgreementbyanyfederalorstatedepartment oragency. Theterm "principal" forpurposes ofthisGrantAgreement isdefined asanofficer, director, owner, partner, keyemployeeorotherperson withprimarymanagement orsupervisoryresponsibilities, orapersonwhohasacriticalinfluence onor substantive controlovertheoperations oftheGrantee. C. TheGranteehascommittedmatching fundsfromoneofthefollowingrevenuesourcesinaccordance withInd. Code § 8-23-30-3: (1) anymoneythe localunitisauthorizedtouseforalocalroadorbridge project; (2) specialdistribution oflocalincometaxunderInd. Code § 6-3.6-9-17; or (3) localrainy-day fundunderInd. Code § 36-1-8-5.1. D. TheGranteeusesanapproved transportation assetmanagement plansubmittedtoPurdueUniversity's LocalTechnical Assistance Program (LTAP) andmadeavailable totheState. 3. Implementation ofandReportingontheProject. TheGrantee shallimplementandcomplete theProjectinaccordance withAttachmentAandwiththe plansandspecifications containedinitsGrantApplication, whichisonfilewiththeStateandis incorporated byreference. Modification oftheProjectshallrequirepriorwrittenapproval oftheState. 4. Term. ThisGrantAgreementcommencesonthedateapprovedbytheStateBudgetAgency, andshall remainineffectfortwo (2) years. Unlessotherwiseprovidedherein, itmaybeextended uponthewritten agreement ofthepartiesandinconformance withInd. Code § 5-22-17-4, andaspermittedbyInd. Codech. 8-23-30. Page 1of9 TheGrantee understands thattheGranteemustprocurematerialsand/oracontractorfortheProjectnolater thanfour (4) monthsfromthedateoftheawardletter, attachedheretoasAttachment Bandincorporated fullyherein. IftheGranteefailstoprocureacontractor byfour (4) monthsfromthedateoftheawardletter, theGrantee forfeitstheGrant, thegrantfundsshallnotbedistributed totheGrantee, butshallbe redistributedasallotherfundsunderIndianaCodech. 8-23-30. 5. GrantFunding. PursuanttoInd. Codech. 8-23-30, theGranteeagreestothefollowing: A. ItmayusetheStatefundsonlyfortheProjectdescribedinAttachment A; B. Ifitusesthegrantfunds foranypurpose otherthanconstructionoftheProjectasdescribed in AttachmentA, theGrantee: i. mustimmediatelyrepayallgrantfundsprovidedtotheState; and ii. maynotparticipate inthegrantprogramduringthesucceeding calendaryear. C. Itshallprovidelocalmatching fundsequaltonotlessthan50%ofthetotalcontractamount; D. Disbursement ofgrantfundswillnotbemadeuntiltheGrantee'ssubmissionoftheProjectMaterial Bid forForceAccountWorkorafullyexecutedcontract withacontractor; E. TheState'sparticipationintheProjectisstrictlylimitedtothegrantfundsawardedherein. TheGrantee understands andagreesthattheStateisundernoobligation topayfororparticipate inanycostincreases, changeorders, costoverruns oradditionalProjectexpensesofanykind. 6. Payment ofGrantFunds. A. Ifadvance paymentofalloraportionoftheGrantfundsispermittedbystatuteorregulation, andthe Stateagreestoprovidesuchadvancepayment, advancepaymentshallbemadeonlyuponsubmission ofa properclaimsettingouttheintendedpurposes ofthosefunds. Aftersuchfundshavebeenexpended, GranteeshallprovideStatewithareconciliation ofthoseexpenditures. Otherwise, allpayments shallbe madethirty-five (35) daysinarrearsinconformance withStatefiscalpoliciesandprocedures. Asrequired byIC § 4-13-2-14.8, allpaymentswillbebythedirectdepositbyelectronicfundstransfertothefinancial institution designated bytheGranteeinwritingunlessaspecificwaiverhasbeenobtainedfromtheIndiana AuditorofState. B. RequestsforpaymentofgrantfundswillbeprocessedonlyuponreceiptofaNotificationofContractor AwardandFundingletterandallrequireddocumentation. C. PursuanttoInd. Codech. 8-23-30, LocalRoadandBridgeGrantFundsmadeavailabletotheGrantee bytheStatewillbeusedtopaytheGranteeupto50% oftheeligible Projectcostsbaseduponthe accepted contractor'slowbid. Themaximumamountofstate fundsallocatedtothe Projectshallnot exceed $1,171,958.89. D. Pursuant toInd. Code § 8-23-30, theGrantee's50% matchshallbepaidfromoneoftheidentified revenuesources. TheremainderoftheProject costs greaterthanthetotaloftheState'sgrantandthe Grantee's50% matchshallbebornebytheGranteeandmaybepaidhowtheGrantee chooses. Inthe interestofclarityandtoavoidmisunderstanding, theStateshallnotpaytheGranteeforanycostsrelating totheProjectexceptasspecificallyprovidedherein, unlessthePartiesenterintoanamendment tothis GrantAgreement. Page 2of9 7. ProjectMonitoring bytheState. TheStatemayconducton-siteoroff-sitemonitoring reviewsofthe ProjectduringthetermofthisGrantAgreement andforuptoninety (90) days afteritexpiresoris otherwise terminated. TheGranteeshallextenditsfullcooperationandgivefullaccesstotheProjectsite andtorelevant documentation totheStateoritsauthorizeddesigneesforthepurposeofdetermining, amongotherthings: A. whetherProjectactivitiesareconsistentwiththosesetforthinAttachmentA, theGrant Application, andthetermsandconditions oftheGrantAgreement; B. thatGranteeismakingtimelyprogress withtheProject, andthatitsproject management, financial management andcontrolsystems, procurementsystemsandmethods, andoverall performance areinconformance withtherequirements setforthinthisGrantAgreement and arefullyandaccuratelyreflectedinProjectreportssubmitted totheState. 8. CompliancewithAuditandReporting Requirements; MaintenanceofRecords. A. TheGranteeshallsubmittoanauditoffundspaidthroughthisGrantAgreementandshallmakeall books, accounting recordsandotherdocuments availableatallreasonabletimesduringthetermofthis GrantAgreement andforaperiodofthree (3) yearsafterfinalpaymentforinspection bytheStateorits authorized designee. Copiesshallbefurnished totheStateatnocost. B. IftheGranteeisa "subrecipient" offederalgrantfundsunder2C.F.R. 200.331, Granteeshallarrange forafinancialandcomplianceauditthatcomplieswith2C.F.R. 200.500etseq. ifrequiredbyapplicable provisions of2C.F.R. 200 (UniformAdministrative Requirements, CostPrinciples, andAudit Requirements). C. TheGranteeshallfiletheannualfinancialreportrequiredbyInd. Code § 5-11-1-4inaccordance with theStateBoardofAccountsUniformCompliance GuidelinesforExamination ofEntitiesReceiving Financial Assistance fromGovernmental Sources. Allgrantdocumentation shallberetainedandmade available totheStateBoardofAccountsifandwhenrequested. D. Afinalauditconstructioninvoicedetailingtheactualcostsofconstruction andproofofpaymenttothe contractormustbesubmittedtotheStatewithinthirty (30) daysofcompletionoftheProject. Ifforany reason, includingoverpaymentofgrantfundstotheGrantee, theGranteeisrequiredtorepaytotheState thesumorsumsofstatefundspaidtotheGranteeunderthetermsofthisGrantAgreement, thenthe GranteeshallrepaytotheStatesuchsumorsumswithinforty-five (45) daysafterreceiptofabillingfrom theState. Paymentforanyandallcostsincurred bytheGranteewhicharenoteligibleforstatefunding shallbethesoleobligationoftheGrantee. E. IfforanyreasontheStatefindsnoncompliance andrequiresarepaymentofstatefundspreviously paid totheGrantee, theGranteeisrequiredtosubmitsuchsumorsumswithinthirty (30) daysafterreceiptofa billingfromtheState. IftheGrantee hasnotpaidthefullamountduewithinsixty (60) calendardayspast theduedate, theStatemayproceedinaccordancewithInd. Code § 8-14-1-9tocompeltheAuditorofthe StateofIndianatomakeamandatorytransferoffundsfortheGrantee'sallocationoftheMotorVehicle HighwayAccounttotheState'sLocalRoadandBridgeMatchingGrantFundaccount untiltheamountdue hasbeenrepaid. 9. CompliancewithLaws. A. TheGranteeshallcomplywithallapplicable federal, stateandlocallaws, rules, regulations and ordinances, andallprovisionsrequiredtherebytobeincluded hereinareherebyincorporatedbyreference. Theenactment ormodification ofanyapplicablestateorfederalstatuteorthepromulgation ofrulesor regulationsthereunderafterexecutionofthisGrantAgreementshallbereviewed bytheStateandthe GranteetodeterminewhethertheprovisionsofthisGrantAgreementrequireformalmodification. B. TheGranteeanditsagentsshallabide byallethicalrequirements thatapplytopersonswhohavea business relationshipwiththeStateassetforthinIC § 4-2-6, etseq., IC § 4-2-7, etseq. andtheregulations promulgated thereunder. IftheGranteehasknowledge, orwouldhaveacquiredknowledge with Page 3of9 reasonableinquiry, thatastateofficer, employee, orspecialstateappointee, asthosetermsare definedinIC4-2-6-1, hasafinancialinterestintheGrant, theGranteeshallensurecompliance with thedisclosurerequirements inIC § 4-2-6-10.5priortotheexecution ofthisGrantAgreement. Ifthe Grantee isnotfamiliarwiththeseethicalrequirements, theGranteeshouldreferanyquestions tothe IndianaStateEthicsCommission, orvisittheInspectorGeneral'swebsiteathttp://www.in.gov/ig/. Ifthe Granteeoritsagentsviolateanyapplicableethicalstandards, theStatemay, initssolediscretion, terminate thisGrantimmediately uponnoticetotheGrantee. Inaddition, theGrantee maybesubjecttopenalties underIC §§ 4-2-6, 4-2-7, 35-44.1-1-4, andunderanyotherapplicablelaws. C. TheGranteecertifiesbyenteringintothisGrantAgreement thatneitheritnoritsprincipal(s) ispresently inarrearsinpayment oftaxes, permitfeesorotherstatutory, regulatoryorjudiciallyrequiredpaymentsto theState. TheGranteeagreesthatanypayments currentlyduetotheStatemaybewithheld frompayments duetotheGrantee. Additionally, payments maybewithheld, delayed, ordeniedand/orthisGrant suspendeduntiltheGrantee iscurrentinitspaymentsandhassubmittedproofofsuchpaymenttotheState. D. TheGranteewarrantsthatithasnocurrent, pendingoroutstanding criminal, civil, orenforcement actionsinitiated bytheState, andagreesthatitwillimmediately notifytheStateofanysuchactions. Duringthetermofsuchactions, theGranteeagreesthattheStatemaysuspendfundingfortheProject. Ifa validdisputeexistsastotheGrantee'sliabilityorguiltinanyactioninitiatedbytheStateoritsagencies, andtheStatedecidestosuspendfundingtotheGrantee, theGranteemaysubmit, inwriting, arequestfor reviewtotheIndianaDepartment ofAdministration (IDOA). AdeterminationbyIDOAshallbebinding ontheparties. Anydisbursements thattheStatemaydelay, withhold, deny, orapplyunderthissection shallnotbesubjecttopenaltyorinterest. E. TheGranteewarrantsthattheGrantee andanycontractorsperformingworkinconnection withthe Projectshallobtainandmaintainallrequired permits, licenses, registrations, andapprovals, andshall complywithallhealth, safety, andenvironmental statutes, rules, orregulations intheperformance ofwork activitiesfortheState. FailuretodosomaybedeemedamaterialbreachofthisGrantAgreementand groundsforimmediatetermination anddenialofgrantopportunities withtheState. F. TheGranteeaffirmsthat, ifitisanentitydescribed inICTitle23, itisproperlyregisteredandowesno outstandingreportstotheIndiana Secretary ofState. G. AsrequiredbyIC § 5-22-3-7: 1) TheGranteeandanyprincipalsoftheGranteecertifythat: A) theGrantee, exceptforde minimisandnonsystematicviolations, hasnot violatedthetermsof: i) IC § 24-4.7 \[Telephone Solicitation ofConsumers\]; ii) IC § 24-5-12 \[Telephone Solicitations\]; or iii) IC § 24-5-14 \[Regulation ofAutomatic DialingMachines\]; inthepreviousthreehundredsixty-five (365) days, evenifIC24-4.7is preemptedbyfederallaw; and B) theGranteewillnotviolatethetermsofIC§ 24-4.7fortheduration ofthis GrantAgreement, evenifIC §24-4.7ispreemptedbyfederallaw. 2) TheGranteeandanyprincipalsoftheGranteecertifythatanaffiliateorprincipalof theGrantee andanyagentacting onbehalfoftheGranteeoronbehalfofanaffiliateor principaloftheGrantee, exceptfordeminimis andnonsystematic violations, A) hasnotviolatedthetermsofIC § 24-4.7inthepreviousthreehundredsixty- five (365) days, evenifIC § 24-4.7ispreemptedbyfederallaw; and B) willnotviolatethetermsofIC § 24-4.7forthedurationofthisGrant AgreementevenifIC § 24-4.7ispreemptedbyfederallaw. Page 4of9 10. DebarmentandSuspension. A. TheGranteecertifiesbyenteringintothisGrantAgreementthatitisnotpresentlydebarred, suspended, proposedfordebarment, declared ineligibleorvoluntarilyexcludedfromenteringintothisGrantbyany federal agencyorbyanydepartment, agency orpoliticalsubdivision oftheState. Theterm "principal" for purposesofthisGrantAgreement meansanofficer, director, owner, partner, keyemployeeorotherperson withprimarymanagementorsupervisory responsibilities, orapersonwhohasacriticalinfluenceonor substantive controlovertheoperations oftheGrantee. B. TheGrantee certifiesthatithasverifiedthesuspensionanddebarment statusforallsubcontractors receivingfundsunderthisGrantAgreement andshallbesolelyresponsible foranyrecoupments or penalties thatmightarisefromnon-compliance. TheGranteeshallimmediately notifytheStateifany subcontractor becomes debarredorsuspended, andshall, attheState'srequest, takeallstepsrequiredbythe Statetoterminateitscontractual relationshipwiththesubcontractor forworktobeperformed underthis GrantAgreement. 11. Drug-FreeWorkplace Certification. Asrequired by ExecutiveOrderNo. 90-5, April12, 1990, issuedbytheGovernorofIndiana, theGranteeherebycovenants andagreestomakeagoodfaitheffortto provideandmaintainadrug-freeworkplace. Granteewillgivewrittennotice totheStatewithinten (10) daysafterreceiving actualnoticethattheGrantee, oranemployeeoftheGrantee intheStateofIndiana, hasbeenconvictedofacriminal drugviolationoccurringintheworkplace. Falsecertification orviolation ofthecertification mayresultinsanctionsincluding, butnotlimited to, suspension ofgrantpayments, terminationoftheGrantand/ordebarment ofgrantopportunities withtheStateofIndianaforuptothree 3) years. Inadditiontotheprovisionsoftheaboveparagraphs, ifthetotalamountsetforthinthisGrantAgreement isinexcessof $25,000.00, theGranteecertifies andagreesthatitwillprovideadrug-freeworkplaceby: A. Publishingandproviding toallofitsemployees astatement notifyingthemthatthe unlawfulmanufacture, distribution, dispensing, possession oruseofacontrolledsubstanceis prohibitedintheGrantee'sworkplace andspecifyingtheactionsthatwillbetakenagainst employeesforviolations ofsuchprohibition; and B. Establishingadrug-freeawarenessprogram toinformitsemployees of: (1) thedangers ofdrugabuseintheworkplace; (2) theGrantee'spolicyofmaintainingadrug-freeworkplace; 3) anyavailable drugcounseling, rehabilitation, andemployee assistance programs; and (4) thepenaltiesthatmaybeimposeduponanemployeefordrugabuseviolations occurringin theworkplace; and C. Notifying allemployeesinthestatementrequiredbysubparagraph (A) abovethatasa condition ofcontinued employment theemployeewill: (1) abidebythetermsofthe statement; and (2) notifytheGranteeofanycriminaldrugstatuteconviction foraviolation occurring intheworkplacenolaterthanfive (5) daysaftersuchconviction; and D. Notifying inwritingtheStatewithinten (10) daysafterreceiving noticefroman employeeundersubdivision (C)(2) above, orotherwisereceivingactualnoticeofsuch conviction; and E. Withinthirty (30) daysafterreceiving noticeundersubdivision (C)(2) aboveofa conviction, imposing thefollowing sanctions orremedialmeasuresonanyemployee whois convicted ofdrugabuseviolations occurringintheworkplace: (1) takeappropriate personnel actionagainsttheemployee, uptoandincluding termination; or (2) requiresuchemployeeto satisfactorily participate inadrugabuseassistanceorrehabilitation program approved for suchpurposes byafederal, stateorlocalhealth, lawenforcement, orotherappropriate agency; and Page 5of9 F. Makingagoodfaithefforttomaintainadrug-freeworkplace throughtheimplementation ofsubparagraphs (A) through (E) above. 12. EmploymentEligibilityVerification. Asrequired byIC § 22-5-1.7, theGrantee herebyswearsor affirmsunderthepenaltiesofperjurythat: A. TheGranteehasenrolledandisparticipatingintheE-Verifyprogram; B. The Grantee hasprovideddocumentation totheStatethatithasenrolledandis participating intheE-Verifyprogram; C. TheGranteedoesnotknowinglyemployanunauthorizedalien. D. TheGranteeshallrequireitscontractors whoperformworkunderthisGrantAgreement tocertifytoGranteethatthecontractordoesnotknowinglyemployorcontractwithan unauthorized alienandthatthecontractor hasenrolledandisparticipating intheE-Verify program. TheGranteeshallmaintainthiscertification throughoutthedurationofthetermofa contractwithacontractor. TheStatemayterminatefordefaultiftheGranteefailstocureabreachofthisprovisionnolaterthanthirty 30) daysafterbeingnotifiedbytheState. 13. FundingCancellation. AsrequiredbyFinancialManagement Circular 3.3andIC § 5-22-17-5, when theDirectoroftheStateBudgetAgencymakesawrittendeterminationthatfundsarenotappropriatedor otherwiseavailabletosupport continuation ofperformance ofthisGrantAgreement, itshallbecanceled. Adetermination bytheDirectoroftheStateBudgetAgencythatfundsarenotappropriatedorotherwise availabletosupportcontinuationofperformance shallbefinalandconclusive. 14. GoverningLaw. ThisGrantAgreement shallbegoverned, construed, andenforcedinaccordance withthelawsoftheStateofIndiana, withoutregardtoitsconflictoflawsrules. Suit, ifany, mustbe broughtintheStateofIndiana. 15. InformationTechnology AccessibilityStandards. Anyinformation technology relatedproductsor servicespurchased, usedormaintained throughthisGrantmustbecompatiblewiththeprinciples andgoals contained intheElectronic andInformation TechnologyAccessibilityStandards adoptedbythe Architectural andTransportation BarriersCompliance BoardunderSection 508ofthefederal Rehabilitation Actof1973 (29U.S.C. §794d), asamended. 16. Insurance. TheGranteeshallmaintaininsurance withcoverages andinsuchamount asmaybe requiredbytheStateorasprovidedinitsGrantApplication. 17. Nondiscrimination. PursuanttotheIndiana CivilRightsLaw, specifically IC § 22-9-1-10, andin keepingwiththepurposesofthefederalCivilRightsActof1964, theAgeDiscrimination inEmployment Act, andtheAmericans withDisabilities Act, theGranteecovenantsthatitshallnotdiscriminateagainst anyemployee orapplicantforemploymentrelatingtothisGrantwithrespecttothehire, tenure, terms, conditionsorprivilegesofemploymentoranymatterdirectlyorindirectlyrelatedtoemployment, because oftheemployeeorapplicant's: race, color, nationalorigin, religion, sex, age, disability, ancestry, statusasa veteran, oranyothercharacteristic protectedbyfederal, state, orlocallaw ("ProtectedCharacteristics"). Furthermore, Granteecertifiescompliancewithapplicable federallaws, regulations, andexecutiveorders prohibiting discrimination basedontheProtectedCharacteristicsintheprovisionofservices. TheGranteeunderstands thattheStateisarecipientoffederalfunds, andtherefore, whereapplicable, Granteeandanysubcontractors shallcomplywithrequisiteaffirmative action requirements, including reporting, pursuantto41CFRChapter60, asamended, andSection 202ofExecutiveOrder11246as amendedbyExecutive Order13672. Page 6of9 18. NoticetoParties. Whenever anynotice, statementorothercommunicationisrequired underthis Grant, itwillbesentbyE-mailorfirst-classU.S. mailservicetothefollowing addresses, unlessotherwise specificallyadvised. A. NoticestotheStateshallbesentto: OfficeofLPA/MPOandGrant Administration Attention: DirectorofLPA/MPOandGrantAdministration 100NorthSenateAvenue, RoomN758-LPA Indianapolis, IN 46204 E-mail: indotlpampo@indot.in.gov Withacopyto: ChiefLegalCounsel/DeputyCommissioner IndianaDepartment ofTransportation 100NSenateAvenue, RoomN758-Legal Indianapolis, IN46204-2216 B. Notices tothe Stateregardingprojectmanagement shallbesenttorespectiveDistrict Office: ColetteRitter GreenfieldDistrict 32SouthBroadway Greenfield, Indiana46140 Email: Critter1@indot.in.gov C. NoticestotheGranteeshallbesentto: CityofCarmel ATTN: MayorSueFinkam OneCivicSquare Carmel, IN46032 Email: sfinkam@carmel.in.gov AsrequiredbyIC § 4-13-2-14.8, paymentstotheGrantee shallbemadeviaelectronicfundstransferin accordance withinstructionsfiledbytheGrantee withtheIndianaAuditor ofState. 19. OrderofPrecedence; Incorporation byReference. Anyinconsistency orambiguity inthisGrant Agreement shallberesolvedbygivingprecedence inthefollowingorder: (1) thisGrantAgreement, (2) ExhibitspreparedbytheState, (3) Invitation toApplyforGrant; (4) theGrantApplication; and (5) Exhibits preparedbyGrantee. Alloftheforegoingareincorporatedfullyhereinbyreference. 20. PublicRecord. TheContractor acknowledgesthattheStatewillnottreatthisGrantascontaining confidentialinformation, andwillpostthisGrantonthetransparency portalasrequiredbyExecutive Order 05-07andIC § 5-14-3.5-2. Usebythepublicoftheinformation containedinthisGrantshallnotbe consideredanactoftheState. 21. Termination forBreach. A. Failuretocomplete theProjectandexpendState, localand/orprivatefundsinaccordancewiththis GrantAgreement maybeconsidered amaterial breach, andshallentitletheStatetosuspend grant payments, andtosuspendtheGrantee'sparticipation inStategrantprogramsuntilsuchtimeasallmaterial breachesarecuredtotheState'ssatisfaction. Page 7of9 B. Theexpenditure ofStateorfederalfundsotherthaninconformance withtheProject ortheBudgetmay bedeemedabreach. TheGranteeexplicitlycovenants thatitshallpromptlyrepaytotheStateallfundsnot spentinconformance withthisGrantAgreement. 22. Termination forConvenience. Unlessprohibitedbyastatuteorregulationrelating totheawardof theGrant, thisGrantAgreementmaybeterminated, inwholeorinpart, bytheStatewhenever, forany reason, theStatedetermines thatsuchterminationisinthebestinterestoftheState. Terminationshallbe effected bydeliverytotheGranteeofaTerminationNotice, specifyingtheextenttowhichsuch terminationbecomeseffective. TheGrantee shallbecompensatedforcompletionoftheProjectproperly done priortotheeffectivedateoftermination. TheStatewillnotbeliableforworkontheProject performedaftertheeffectivedateoftermination. InnocaseshalltotalpaymentmadetotheGranteeexceed theoriginal grant. 23. Travel. Noexpensesfortravelwillbereimbursedunlessspecifically authorizedbythisGrant. 24. ProvisionApplicabletoGrantswithtax-fundedStateEducational Institutions: "Separateness" of theParties. TheState acknowledges andagrees that becauseoftheunique natureofState Educational Institutions, thedutiesandresponsibilities oftheStateEducationalInstitutionintheseStandardConditions forGrantsarespecifictothedepartmentorunitoftheState EducationalInstitution. Theexistenceorstatus ofanyonecontractorgrantbetweentheStateandtheState EducationalInstitutionshallhavenoimpacton theexecutionorperformanceofanyother contractorgrantand shallnotformthebasisforterminationof anyothercontractorgrantbyeitherparty. 25. StateBoilerplateAffirmation Clause. Iswearoraffirmunderthepenalties ofperjurythatIhavenot altered, modified, changed ordeletedtheState'sstandardcontractclauses (ascontainedinthe2022 SCM Template) inanywayexceptasfollows: PaymentofClaims; theCompliancewithAuditandReporting Requirements; Maintenance ofRecordsweremodified toincludestatutory andprogram requirements. REMAINDER OFTHISPAGEINTENTIONALLY LEFTBLANK Page 8of9 Non-Collusion, Acceptance Theundersignedattests, subjecttothepenaltiesforperjury, thattheundersigned istheGrantee, orthatthe undersigned istheproperly authorizedrepresentative, agent, memberorofficeroftheGrantee. Further, to theundersigned'sknowledge, neitherthe undersigned noranyothermember, employee, representative, agentorofficeroftheGrantee, directlyorindirectly, hasenteredintoorbeenofferedanysumofmoneyor otherconsideration fortheexecution ofthisGrantAgreement otherthanthatwhichappearsupontheface hereof. Furthermore, iftheundersigned hasknowledge thatastateofficer, employee, orspecialstate appointee, asthosetermsaredefinedinIC § 4-2-6-1, hasafinancialinterestintheGrant, the Grantee atteststocompliance withthedisclosurerequirements inIC § 4-2-6-10.5. AgreementtoUseElectronic Signatures Iagree, anditismyintent, tosignthisGrantAgreementbyaccessingStateofIndianaSupplierPortalusing thesecurepasswordassignedtomeandbyelectronically submittingthisGrantAgreement totheStateof Indiana. IunderstandthatmysigningandsubmittingthisGrantAgreement inthisfashionisthelegal equivalentofhavingplacedmyhandwritten signature onthesubmittedGrantAgreement andthis affirmation. Iunderstandandagreethatbyelectronically signingandsubmittingthisGrantAgreementin thisfashionIamaffirmingtothetruthoftheinformationcontainedtherein. IunderstandthatthisGrant AgreementwillnotbecomebindingontheStateuntilithasbeenapprovedbytheDepartmentof Administration, theStateBudgetAgency, andtheOfficeoftheAttorneyGeneral, whichapprovalswillbe postedontheActiveContracts Database: https://secure.in.gov/apps/idoa/contractsearch/ InWitnessWhereof, theGranteeandtheStatehave, throughtheirdulyauthorized representatives, entered intothisGrantAgreement. Theparties, havingreadandunderstoodtheforegoingtermsofthisGrant Agreement, dobytheirrespective signaturesdatedbelowagreetothetermsthereof. CityofCarmel IndianaDepartmentofTransportation By:\\s1\\ ___________________________ By:\\s2\\______________________ Title:\\t1\\______________________________ (for) KentAbernathy, Commissioner Date:\\d1\\_________________________ Date:\\d2\\_____________________ Electronically Approvedby: Electronically Approvedby: DepartmentofAdministration StateBudgetAgency By: (for) BrandonClifton, Commissioner By: (for) ChadRanney, Director ApprovedastoFormandLegality: Formapprovalhasbeengrantedbythe OfficeoftheAttorneyGeneralpursuantto IC4-13-2-14.3(e) onAugust14, 2024. FA24-44 Thisinstrumentwaspreparedbytheundersignedattorney: KirstieAndersen, #20005-49 Page 9of9 ATTACHMENT A PROJECT DESCRIPTION Des. No.: 2500125 Program: LocalRoadsandBridgesMatchingGrants TypeofProject: PavementReplacement Location: Route Name From To W131ST ST OldMeridan Guilford Ave MAINST US31 Old Meridan W131ST ST Illinois Street US 31 ApplicationID: 14131 Ageneralscope/description oftheProjectisasfollows: Thisprojectwillcompletethereconstruction ofMainStreetfromOldMeridianto180 westofGuilford Avenue. Thisprojectwillincludenewstormdrainage toreplacetheagingroadsideditchesaswellasadd newADAcompliantfacilitiesalongtheroadway. TheprojectwillalsoresurfaceMainStreetfromIllinois StreettoOldMeridianStreet. Themaximumamountofstatefundsallocated totheProjectshallnotexceed $1,171,958.89. Page 1of1 ATTACHMENT B AWARDLETTER Page 1of1 CzTfshfzHsfdivlijobu22;12bn-Nbz25-3136 Calumet Civil Contractors, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712022BondFund; P.O. #116721 Contract NotToExceed $2,827,000.00 3.3 Final Payment. Final payment, constituting theentire unpaid balance ofthe Contract Price, including anyretainage, shall bepaid byCity toContractor within ninety-one (91) days after ithasbecome due and payable. Final payment toContractor shallnot become due and payable until and unless all Goods andServices are delivered, and allWork fortheProject isotherwise fully completed and performed inaccordance with theContract Documents and issatisfactory toandapproved byCity. 3.4 Effect ofFinal Payment. The making offinalpayment shall constitute awaiver ofClaims byCity except those arising from: a. Liens, claims, security interests orencumbrances arising outoftheContract andunsettled; b. Failure ofthe Work tocomply withthe requirements oftheContract Documents; c. Terms ofspecial warranties required bytheContract Documents; d. Claims previously made inwriting andremaining unsettled asofthedate offinalpayment; e. Claims byCityattributable todefective work orprior corrective work, appearing after final inspection; f. Failure ofthe Work tocomply withthe requirements oftheContract Documents; g. Cityclaims and other rights arising under theterms ofanygeneral orspecial warranties, guarantees ormaintenance bonds specified bytheContract Documents orarising thereunder; and h. City claims andotherrights with respect toContractor’sandSurety’scontinuing obligations under theContract andtheContract Document. 3.5 Acceptance byContractor ofanysum tendered by Cityasfinal payment shall constitute awaiver of allclaims by Contractor withrespect tothisAgreement, except those claims authorized bythis Agreement, previously made inwriting and submitted inatimely manner, and specifically identified and reserved byContractor asunresolved intheapplication for finalpayment. 4. CONTRACT DOCUMENTS: 4.1 Scope ofWork. Contractor agrees toprovide alllabor, goods, material, shipping, receiving, supervision, services, supplies, machinery, equipment, storage and any necessary rigging as required forthe Project assetforth inthe attached Exhibit “A” andanyreferences, addenda and/or attachments thereto, Project Manual (ifapplicable), CityofCarmel General Conditions, Cityof Carmel Supplementary Conditions, andallapplicable Drawings andSpecifications (collectively Contract Documents”), allofsuch Contract Documents are fully incorporated herein. Contractor acknowledges thatallreferenced Contract Documents are apartofthisAgreement. 4.2 Contractor Site andDocument Review. Contractor acknowledges that ithashad anadequate opportunity toexamine sufficiently toitssatisfaction the site oftheWork andto review and/orobtain copies oftheContract Documents andtobecome fullyfamiliar withthem, and that itshallnot be excused from anyconditions existing and detectable atthe site oranyprovisions set forth inthe Contract Documents due toanylack ofknowledge orunderstanding ofthe existence orcontents thereof atthetime ofexecuting thisAgreement. Contractor acknowledges theContract Documents tobesuitable for Contractor’sWork and sufficient for their intended purpose, andagrees toperform theWork and tocomplete thesame forthe Contract Price and within theProject timeline, infulland strictaccordance with theContract Documents and toCity’ssatisfaction, and thatitwillperform the Work so asnot toviolate any term, covenant orcondition ofthe Contract Documents orapplicable codes and laws. 2 Calumet Civil Contractors, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712022BondFund; P.O. #116721 Contract NotToExceed $2,827,000.00 4.3 AllDrawings, Specifications andother items defined herein asContract Documents that have been prepared forthe Project and furnished toContractor byoronbehalf ofCityorother third party are without any representation or warranty bytheCity astothe acceptability, accuracy orsuitability thereof fortheWork. Citymakes norepresentation orwarranty toContractor concerning the acceptability, accuracy orcompleteness oftheContract Documents orother information anddata prepared bypersons other thanCity, and accordingly, City shall have noliability toContractor with respect toanypatent orlatent defects, deficiencies, errors andomissions therein. 4.4 Contractor represents thatithasreviewed the Contract Documents, visited thesite and provided City with written notice ofanyconcerns ornecessary clarifications resulting fromthese reviews and investigations priortosubmitting itsproposal orbidtoCityandexecuting thisAgreement. Contractor waives therighttorequest andincrease inthe Contract Priceorextension oftheProject completion deadline asaresult ofitsfailure toraisesuch concerns orclarifications with City. 4.5 Intent oftheContract Documents. The Contract Documents shall be deemed toinclude andrequire allitems andaspects oflabor, material, equipment, services and transportation incidental toor necessary fortheproper and efficient execution and completion oftheWork as itrelates tothe Project. The Contract Documents are complementary, andwhat isrequired by any onedocument shall beasbinding asifrequired byall. Work notspecifically covered intheContract Documents or which issubject toquestion andinterpretation because ofconflicts, duplications orambiguities may, atCity'soption, berequired of Contractor ifitisconsistent therewith and isreasonably inferable therefrom asbeing necessary toproduce the results intended bythisAgreement. Assuch, anypart ofthe Work shown onDrawings butnotspecifically mentioned intheSpecifications orviceversa shall beconsidered aspartofthe Work, thesame as though included inboth. 4.6 Shop Drawings and Submittals. Contractor shall submit shop drawings, product data, samples and similar submittals required bytheContract Documents with reasonable promptness and insuch sequence as tocause nodelayintheWork orintheactivities ofothercontractors orsubcontractors. IfContractor shall make changes indesign, including dimensional changes, either through shop drawings oractual field work, itshall accept the responsibility forthe structural and functional adequacy ofsuch changes and their acceptance byCity orProject’sarchitect. Any structural or functional inadequacies which maydevelop because ofsuch changes shall beremedied by Contractor unless such change isspecifically included inachange order. 4.7 Taxes. Asapublic, municipal entity, theCity ofCarmel, and its various departments, areexempt fromsales and compensating use taxes onalltangible personal property (materials, equipment and components) pursuant tothelawoftheState ofIndiana. Contractor shall notinclude any charges representing suchtaxes on anyinvoices hereunder. Contractor shall beresponsible forallfranchise fees andtaxes ofany kind whatsoever. 5. WARRANTY: 5.1 Inaddition toallwarranties required byContract Documents, Contractor expressly warrants thatthe Goods and Services/theWork covered bythis Agreement willconform tothose certain specifications, descriptions and/orquotations regarding same aswereprovided toContractor byCity and/orby Contractor toand accepted byCity, allofwhich documents areincorporated herein by reference, and thattheGoods andServices/the Work will be delivered and/orperformed inatimely, goodand workmanlike manner andfreefrom defect. Contractor acknowledges thatitknows ofCity’s intended use andexpressly warrants that theGoods andServices provided toCity pursuant tothis 3 Calumet Civil Contractors, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712022BondFund; P.O. #116721 Contract NotToExceed $2,827,000.00 Agreement havebeen selected by Contractor based upon City’sstated useandarefitand sufficient fortheirparticular purpose. 5.2 Further, Contractor warrants toCitythatmaterials and equipment furnished under theContract Documents willbe ofthebestquality andnew unless theContract Documents require orpermit otherwise. The performance oftheWork shall not limit, voidorotherwise compromise ordiminish anyequipment ormanufacturer warranty thatistobeissued under theContract Documents. Goods, Work, materials, orequipment not conforming tothese requirements may beconsidered defective. Contractor’swarranty excludes remedy fordamage ordefect caused byabuse, alterations tothe Work notexecuted byContractor, improper orinsufficient maintenance, improper operation, or normal wear andtear and normal usage. Ifrequired bythe City, theContractor shall furnish satisfactory evidence astothekind andquality ofmaterials and equipment. 5.3 Contractor shall, atitssole expense, promptly andproperly repair, replace orotherwise correct any Work that is (i) rejected byCity or Architect, or (ii) known, observed ordiscovered atanytimeby Contractor, City orArchitect tobedefective orfailing toconform tothe Contract Documents andshall payCity forallexpenses incurred inany delay caused byremedying defective orotherwise nonconforming Work. 5.4 Ifwithin two (2) years afterfinal completion oftheProject, orsuch longer period asestablished with respect toContractor’sobligations under the Contract Documents, theWork oranyportion thereof is found tobenotinaccordance with the requirements oftheContract Documents, Contractor shall correct itpromptly afterreceipt ofwritten notice from City todoso. Contractor’sobligations under this Section shall survive completion and acceptance oftheWork and Project and termination ofthe Agreement. 5.5 Any and allwarranties whichareavailable onany material orequipment orother service which is partoftheWork willbe provided toCity atnoadditional cost. Upon completion oftheWork, Contractor shall assign toCityall warranties obtained orobtainable byContractor from manufacturers andsuppliers ofequipment andmaterials incorporated into theWork bywritten instrument ofassignment inaformacceptable toCity. Contractor shall furnish City with copies ofall warranties, guarantees, operating manuals relative toequipment installed, and acomplete set of reproducible drawings withallfield changes noted onthem relating totheimprovements constructed under theContract. Theassignment ofsuchmanufacturer andsupplier warranties shall not relieve Contractor ofany ofits ownwarranty obligations under this Article, whichshall remain infullforce and effect. 5.6 Notwithstanding anything tothe contrary contained inContract Documents with respect to warranties, itisunderstood andagreed thatthe foregoing warranties and guarantees shall notaffect, limitorimpair City'srightagainst Contractor with regard tolatent defects inthe Work which donot appear within theapplicable warranty period following acceptance ofthe Work and which could not, bytheexercise ofreasonable care and duediligence, beascertained ordiscovered byCitywithin suchwarranty period. Contractor shall beand remain liable and responsible tocorrect and cure any such latent defects which arereported toContractor byCityinwriting within ninety (90) days after such latent defect first appears orcould, bytheexercise ofreasonable care andduediligence, be ascertained or discovered byCity. City’swarranty rights and remedies with respect tolatent defects shall remain infull force and effect andforthe same duration as withany other warranty provided in this Article orotherwise available orprescribed bylaw. 4 Calumet Civil Contractors, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712022BondFund; P.O. #116721 Contract NotToExceed $2,827,000.00 6. TIME AND PERFORMANCE: 6.1 This Agreement shall become effective as ofthelast date onwhich aparty hereto executes same Effective Date”), andboth parties shall thereafter perform their obligations hereunder inatimely manner. Time isoftheessence ofthis Agreement. 6.2 Contractor shall continuously monitor the construction schedule and advise Cityonaregular basis of thestatus ofContractor’sprogress with respect tosuch schedule atany timeCity’srepresentative requests Contractor todoso, including the furnishing ofinformation onthe status ofshop drawings, samples, submittals and materials, machinery orequipment which may be inthecourse of preparation ofmanufacture. 6.3 If, intheopinion ofCity, Contractor isbehind schedule intheperformance oftheWorkorisfailing, without cause, tomaintain progress oftheWork ortoconform tothe general progress ofallwork for the Project, Contractor agrees that itshall, atitsown expense, perform such overtime work, use extralabor, and undertake allother means necessary tobringthe Work back on schedule. 6.4 Ifthere are anyconflicting times ordurations foraction, submissions, notices orresponses thereto byContractor between oramong the Contract Documents, thecontrolling timeorduration for such action, submissions, notices orresponses thereto byContractor shall betheearlier of such times and shorter ofsuch durations, unless Cityexpressly agrees inwriting otherwise. 7. MEANS AND METHODS: Contractor isresponsible forthe means, methods, techniques, sequences orprocedures, and safety precautions and programs inconnection withprovision ofGoods and Services andrelated work under the Contract Documents. Atalltimes during performance oftheWork, Contractor shall maintain and designate toCityadequate, experienced andcooperative supervisory personnel, including afull-time on-siteproject manager orsuperintendent ifrequired by Contract Document orfederal, state orlocal laws, rules and regulations. City shall not have control over orcharge of, andshallnotberesponsible for, means, methods, techniques, sequences orprocedures, orforthesafety precautions andprograms inconnection with the performance oftheWork byContractor andshallnot beresponsible forany omission orfailure onthepartof theContractor toproperly perform itsobligations. Contractor shall beresponsible toCity forContractor’s negligent acts oromissions orfailure toperform. 8. DISCLOSURE AND WARNINGS: Ifrequested byCity, Contractor shall promptly furnish toCity, insuch form anddetail asCity may direct, alist ofallchemicals, materials, substances and items used inorduring theprovision oftheGoods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. Atthetimeofthe delivery oftheGoods andServices provided hereunder, Contractor agrees tofurnish toCity sufficient written warning and notice (including appropriate labels oncontainers and packing) ofanyhazardous material utilized inorthatisapart ofthe Goods and Services. 9. PROTECTION OFWORK: Contractor shall atitsown expense takeallnecessary precautions toprotect thework ofother trades from anydamage caused byContractor’soperations, and watch over, care forandprotect from damage orinjury byanycause whatsoever, allofContractor’sWork, complete orotherwise, and allofitsmaterials, supplies, tools, machinery and equipment atornear theProject. 5 Calumet Civil Contractors, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712022BondFund; P.O. #116721 Contract NotToExceed $2,827,000.00 10. SUBCONTRACTS: Byappropriate agreement, written where legally required forvalidity, Contractor shall require each subcontractor, totheextent oftheWork to beperformed bythe subcontractor, to bebound toContractor by terms oftheContract Documents, and toassume toward Contractor alltheobligations andresponsibilities, including theresponsibility for safety ofContractor’sWork, which Contractor, by theseContract Documents, assumes toward City. Each subcontract agreement shall preserve andprotect therights ofCityunder the Contract Documents with respect tothe Work tobeperformed bysubcontractor so that contracting thereof willnotprejudice such rights, andshall allow tosubcontractor, unless specifically provided otherwise inthe contract agreement, the benefit ofallrights, remedies and redress against Contractor that Contractor, bythe Contract Documents, hasagainst City. Where appropriate, Contractor shall require each subcontractor to enter intosimilar agreements withitssubcontractors. 11. LIENS: Contractor shall notcause orpermit thefiling ofany lien on any ofCity’sproperty. In theevent any such lien isfiled and Contractor failstoremove such lien within ten (10) daysafter thefiling thereof, bypayment or bonding, Cityshall have theright topaysuch lienor obtain such bond, allatContractor’ssole costand expense. 12. DEFAULT: Intheevent Contractor: (a) repudiates, breaches ordefaults under any oftheterms orconditions ofthis Agreement, including Contractor’swarranties; (b) failstoprovide the Goods andServices as specified herein; (c) failstomake progress soastoendanger timely andproper provision ofthe Goods and Services and does notcorrect such failure orbreach within five (5) business days (orsuch shorter period oftime asis commercially reasonable under the circumstances) after receipt ofnotice from City specifying such failure or breach; or (d) becomes insolvent, is placed intoreceivership, makes ageneral assignment forthebenefit of creditors ordissolves, eachsuch event constituting anevent ofdefault hereunder, Cityshall have the rightto 1) terminate allorany parts ofthisAgreement, without liability toContractor; and (2) exercise allother rights and remedies available toCityatlaw and/orinequity. 13. INSURANCE AND INDEMNIFICATION: 13.1 Contractor shall procure and maintain infull force and effect during thetermof this Agreement, with an insurer licensed todobusiness intheState ofIndiana, such insurance asisnecessary fortheprotection ofCityand Contractor fromallclaims fordamages under any workers’ compensation, occupational disease and/orunemployment compensation act; forbodily injuries including, but notlimited to, personal injury, sickness, disease ordeath ofortoany of Contractor’sagents, officers, employees, contractors and subcontractors; and, forany injury toordestruction ofproperty, including, but notlimited to, anyloss ofuse resulting therefrom. Thecoverage amounts shall benoless than those amounts set forth inattached Exhibit C. Contractor shall cause itsinsurers toname City asanadditional insured onallsuch insurance policies, shallpromptly provide City, upon request, with copies ofallsuch policies, and shall provide that such insurance policies shall not becanceled without thirty (30) days prior notice toCity. Contractor shall indemnify andhold harmless City from andagainst any and allliabilities, claims, demands orexpenses including, butnot limited to, reasonable attorney fees) forinjury, death and/ordamages toany person or property arising from orinconnection withContractor’sprovision ofGoods andServices pursuant toorunder this Agreement orContractor’suse ofCity property. 13.2 Notwithstanding any other provision ofthisAgreement tothecontrary, should anypolicy required by theContract Documents becanceled orotherwise terminated before thecompletion of theWork hereunder, Contractor shallexertallreasonable efforts toprocure andmaintain inforce similar insurance from insurers 6 Calumet Civil Contractors, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712022BondFund; P.O. #116721 Contract NotToExceed $2,827,000.00 satisfactory toCity and provide certificates ofsuch insurance toCity upon itswritten request. Should Contractor failorneglect toprovide the required insurance, orallow anyrequired coverage tolapse, City shall havethe right, but nottheduty, toprovide such insurance anddeduct the costthereof from anymoney due toContractor any andallpremiums paid byCityforandonaccount ofsaid insurance. Thepolicy or policies, and each certificate ofinsurance, shall further provide thatthe insurance willnot becancelled bythe Insurer orthelimitsofliability reduced byendorsement prior toatleast thirty (30) days after written notice by certified mail ofsuchcancellation orchange has been provided bytherespective insurer toCity. No less than fourteen (14) daysprior tothe expiration, cancellation ortermination ofany suchpolicy, Contractor shall supply City with anewandreplacement Certificate ofInsurance and Additional Insured endorsement as proof ofrenewal oftheoriginal policy andcoverage, with suchneworreplacement policy andendorsements inthesame manner and forthesame coverage and amounts infavor ofCity assetforth inthisParagraph. 13.3 Indemnity. Tothefullest extent permitted bylaw, Contractor shall indemnify, hold harmless and defend City andallofitsofficers, directors and employees, fromand against allclaims, suits, demands, causes ofaction, damages, losses, costs andexpenses, including reasonable attorney'sandContractor’s feesand expenses, butonlytothe extent caused byContractor’snegligent performance oftheWork under thisAgreement, oroccasioned byanybreach ornonperformance ofitsterms, provided thatanysuchclaim, suit, demand, cause ofaction, damage, loss, cost, fees orexpense: (a) isattributable tobodily injury, sickness, disease ordeath, orpatent infringement, orinjury toordestruction oftangible orrealproperty, including thelossofusethereof andconsequential damages resulting therefrom, orisattributable to damages fromeconomic harm orloss; and (b) iscaused inwhole orinpart byany negligent actoromission, wrongful act, orotherbreach ofduty ofContractor oranyone directly orindirectly employed byitoranyone forwhose acts itmaybeliable, regardless ofwhether such claim, suit, damage, loss, cost orexpense is caused inpart byanyjoint, several orcomparative, butnot sole, negligent act oromission, ofCity. 13.4 The foregoing obligations ofContractor shallnotbeaffected orlimited inanyway byanyinsurance required ofor provided to Contractor under the Agreement. The indemnification and hold harmless obligations asprovided herein shall not negate, abridge orotherwise reduce any other right andremedy of City orobligation ofindemnity by Contractor which would otherwise exist infavor ofCity under this Agreement. 14. GOVERNMENT COMPLIANCE: Contractor agrees tocomply with allfederal, state and local laws, executive orders, rules, regulations and codes which may beapplicable toContractor’sperformance ofitsobligations under thisAgreement, andall relevant provisions thereof areincorporated herein bythis reference. Contractor agrees toindemnify and hold harmless City from any loss, damage and/orliability resulting from anysuch violation ofsuch laws, orders, rules, regulations andcodes. This indemnification obligation shall survive thetermination ofthis Agreement. 15. NONDISCRIMINATION: Contractor represents and warrants that itand allofitsofficers, employees, agents, contractors and subcontractors shallcomply with alllawsoftheUnited States, theState ofIndiana andCityprohibiting discrimination against anyemployee, applicant for employment orother person intheprovision ofanyGoods and Services provided bythisAgreement with respect totheirhire, tenure, terms, conditions andprivileges of employment and any other matter related totheiremployment orsubcontracting, because ofrace, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/orVietnam eraveteran status. 7 Calumet Civil Contractors, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712022BondFund; P.O. #116721 Contract NotToExceed $2,827,000.00 16. E-VERIFY: Pursuant toI.C. § 22-5-1.7etseq., asthesame may beamended from time totime, and asisincorporated herein bythis reference (the “Indiana E-Verify Law”), Contractor isrequired toenroll inand verify thework eligibility status ofits newly-hired employees using theE-Verify program, andtoexecute the Affidavit attached herein asExhibit D, affirming that itisenrolled andparticipating intheE-verify program and does not knowingly employ unauthorized aliens. Insupport oftheAffidavit, Contractor shall provide theCity with documentation indicating that ithasenrolled and isparticipating inthe E-Verify program. Should Contractor subcontract fortheperformance ofanywork under andpursuant tothis Agreement, it shall fully comply with theIndiana E-Verify Law as regards each suchsubcontractor. Should theContractor orany subcontractor violate the Indiana E-Verify law, theCitymay require acure ofsuch violation and thereafter, ifnotimely cure isperformed, terminate this Agreement inaccordance with either the provisions hereof orthose setforth inthe Indiana E-Verify Law. Therequirements ofthis paragraph shall notapply should theE-Verify program cease toexist. 17. OWNERSHIP AND USE OFDOCUMENTS: TheReports, Recommendations, Analyses, Surveys, Data, Calculations, Drawings, Schedules, Specifications andother documents prepared oremployed byContractor during thecourse offurnishing theWork toCity under thisAgreement shallbeand become theproperty ofthe City, whether the Project iscompleted ornot; accordingly, such materials may beused by theCity for information andreference and inconnection with City’s involvement ontheProject. Suchitems anddocuments may alsobeused byCityforcompletion ofthe Project orwork with respect thereto byothers ifContractor isindefault under this Agreement, inwhich case Contractor shall provide City with reproducible copies ofsuch reports, recommendations, analyses, surveys, data, calculations, drawings, schedules, specifications and other documents forsuchuse butshall not beobligated to sign, certify orseal such copies. Contractor may utilize thename, images ordescriptions ofthe Project inits promotional andmarketing materials, except thatitshallnotutilize, publish oradvertise any unique ordistinctive components ofthe design, drawings orspecifications fortheProject insuch promotional and marketing materials without firstobtaining thewritten consent ofCity. Contractor will have noliability toCityarising from City’suseoralteration oftheabove-referenced documents onany unrelated project. 18. NOIMPLIED WAIVER: Thefailure of either party torequire performance bythe other ofanyprovision ofthis Agreement shall not affect therightofsuch partytorequire such performance atany time thereafter, nor shall thewaiver byany party ofabreach ofany provision ofthis Agreement constitute awaiver ofany succeeding breach ofthe same orany other provision hereof. 19. NON-ASSIGNMENT: Contractor shall notassign orpledge this Agreement, whether ascollateral foraloan orotherwise, and shall notdelegate itsobligations under this Agreement without City’sprior written consent. 20. RELATIONSHIP OFPARTIES: The relationship oftheparties hereto shall beasprovided forinthisAgreement, and neither Contractor nor any ofitsofficers, employees, contractors, subcontractors and agents areemployees ofCity. The contract price setforth herein shall bethefulland maximum compensation andmonies required ofCity tobepaid to Contractor under orpursuant tothis Agreement. 21. GOVERNING LAW; CONFLICT RESOLUTION: 21.1 General. Cityand Contractor arefully committed toworking with eachother throughout theProject andagree tocommunicate regularly with each otheratalltimes soastoavoid orminimize disputes 8 Calumet Civil Contractors, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712022BondFund; P.O. #116721 Contract NotToExceed $2,827,000.00 ordisagreements. Ifdisputes ordisagreements doarise, City and Contractor each commit to resolving such disputes ordisagreements inanamicable, professional and expeditious manner so astoavoid unnecessary losses, delays and disruptions totheWork. Cityand Contractor shallcommence allclaims and causes ofaction, whether incontract, tort, or otherwise, against theotherarising out oforrelated tothisAgreement within theperiod specified by applicable law, butifnototherwise specified byapplicable law, within notmore thanten (10) years after thedateofSubstantial Completion ofthe Work. AllContract Documents are tobeconstrued inaccordance with andgoverned bythelaws ofthe State ofIndiana, except foritsconflict oflaws provisions. 21.2 Litigation. Claims, disputes andother matters incontroversy arising outoforrelated tothis Agreement, nototherwise resolved inaccordance withtheprovisions above, theparties agree that, intheevent alawsuit isfiled hereunder, they waive theirright toajury trial, agree tofile anysuch lawsuit inanappropriate court inHamilton County, Indiana only, andagree thatsuch court isthe appropriate venue for and has jurisdiction oversame, andany hearing, trial orconference shall take place inthatlocale, unless agreed tootherwise inwriting byCity and Contractor. City and Contractor consent tothechoice oflaw, the choice ofdispute resolution designated by them, venue asprovided herein, andtopersonal jurisdiction over each ofthem asprovided herein andwaive anyrightto object tothe exercise ofpersonal jurisdiction bythe court andtoexclusive venue inthislocale. Anyaward, judgment oragreement insettlement ofadispute concerning such matters and resulting from negotiations orlitigation inwhich City andContractor are parties orparticipants shall beas binding upon surety asthough surety were named and joined insuch proceeding, provided that Contractor has been given areasonable opportunity tojoin, participate, assist orprovide supporting evidence inthe presentation ofany claim, defense orother issue incontroversy thatissettled or resolved thereby. 21.3 Continuation ofWork. Provided City continues tomake payments ofamounts notindispute, no dispute under this Paragraph shall interfere with theprogress oftheWork, and Contractor shall proceed withfurnishing the Work, including disputed performance, despite theexistence of, and without awaiting theresolution of, anysuch dispute. Thefailure orrefusal ofContractor tocontinue performing under such circumstances shallconstitute adefault under thisAgreement. 21.4 Claims Against Third Parties. Inany instance orproceeding whereby any claim, dispute orother matter incontroversy between City and Contractor involves, arises from orgives rise toasimilar claim, dispute orother matter incontroversy asbetween City andanother third-party, Contractor shall furnish andpresent toCity non-privileged evidence, documentation and other information to support itsclaim, defense orother position with respect thereto. 21.5 Waiver ofConsequential Damages. Contractor waives anyclaims against City forconsequential damages arising out oforrelating tothisAgreement. This waiver includes damages incurred by Contractor forprincipal office expenses, including the compensation ofpersonnel stationed there and other components ofhome office overhead, forlosses offinancing, business andreputation, for lossofmanagement oremployee productivity orofthe services ofsuchpersons and forlossofprofit except anticipated profit arising directly from theWork being performed hereunder. This waiver is applicable, without limitation, toallconsequential damages due toeither party’stermination in 9 Calumet Civil Contractors, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712022BondFund; P.O. #116721 Contract NotToExceed $2,827,000.00 accordance with this Agreement. 22. SEVERABILITY: Ifany term ofthisAgreement isinvalid orunenforceable under any statute, regulation, ordinance, executive order orother rule oflaw, suchterm shallbedeemed reformed ordeleted, butonly totheextent necessary to comply with same, and theremaining provisions ofthisAgreement shall remain infullforce andeffect. 23. NOTICE: Any notice provided for inthis Agreement will besufficient ifitisinwriting andisdelivered bypostage prepaid U.S. certified mail, return receipt requested, tothe party tobenotified attheaddress specified herein: IftoCity: CityofCarmel AND CityofCarmel Engineering Department Office ofCorporation Counsel One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 IftoContractor: Calumet CivilContractors, Inc. 4898Fieldstone Drive Whitestown, Indiana 46075 Notwithstanding theabove, notice oftermination under paragraph 19 hereinbelow shall beeffective ifgiven orally, aslongaswritten notice isthen provided as set forth hereinabove within five (5) business days from thedate ofsuchoral notice. 24. TERMINATION: 24.1 Notwithstanding anything tothecontrary contained inthis Agreement, City may, upon notice to Contractor, immediately terminate thisAgreement forcause, inthe event ofadefault hereunder by Contractor and/orifsufficient funds arenotappropriated orencumbered topay for theGoods and Services tobeprovided hereunder. Inthe event ofsuch termination, Contractor shall beentitled to receive onlypayment for theundisputed invoice amount representing conforming Goods and Services delivered asofthe date oftermination, except thatsuch payment amount shallnot exceed theContract Price amount ineffect atthe time oftermination, unless the parties have previously agreed inwriting toagreater amount. 24.2 Citymay terminate thisAgreement atanytimeupon thirty (30) days prior notice toContractor. Inthe event ofsuch termination, Contractor shallbe entitled toreceive onlypayment forthe undisputed invoice amount ofconforming Goods andServices delivered asofthe date oftermination, except thatsuch payment amount shall not exceed theContract Price amount ineffect atthetime of termination, unless theparties have previously agreed inwriting toagreater amount. 25. REPRESENTATIONS AND AUTHORITY TO EXECUTE: Theparties represent and warrant that theyareauthorized toenterinto this Agreement andthatthe persons executing this Agreement havethe authority tobind theparty which they represent. 10 Calumet Civil Contractors, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712022BondFund; P.O. #116721 Contract NotToExceed $2,827,000.00 26. FINAL COMPLETION AND CLOSEOUT: Inaddition toany requirements forfinal completion and closeout listed inGeneral and Supplementary Conditions, asacondition offinal payment andContract closeout, Contractor certifies orshall submit toCity thefollowing: a. Contractor certifies that payrolls, billsformaterials and equipment, and other indebtedness connected with theWork, forwhich CityorCity’sproperty might beresponsible orencumbered, lessamounts withheld bytheCity) have been paid orotherwise satisfied; b. Anyapplicable Contractor guarantees andwarranties; c. Acertificate evidencing thatinsurance required bytheContract Documents toremain inforce after final payment iscurrently ineffect; d. Consent ofsurety, ifany, tofinal payment; e. As-constructed record copyoftheContract Documents marked toindicate field changes and selections made during construction; f. Ifapplicable, allmanufacturer’swarranties, product data, testing and/orinspection results or reports, and maintenance andoperations manuals; g. Ifrequired byCity, other data establishing payment orsatisfaction ofobligations, such as receipts, or releases andwaivers ofliens, claims, security interests, orencumbrances, arising outoftheContract, totheextent and insuch form asmay bedesignated byCity; h. Anyother submittals required bythe Contract Documents; and i. Satisfactory evidence that any claims orliens filedhave been discharged orsatisfied. Ifan architect, aconsultant, orasubcontractor, orother person orentity providing services orwork fortheContractor, refuses tofurnish arelease orwaiver required byCity, theContractor may furnish abond satisfactory tothe Citytoindemnify City against such liens, claims, security interests, orencumbrances. Ifsuch liens, claims, security interests, orencumbrances remains unsatisfied after payments aremade, the Contractor shall refund toCity allmoney that City may becompelled topayin discharging such liens, claims, security interests, orencumbrances, including allcosts and reasonable attorney’sfees. 27. TERM: Unless otherwise terminated inaccordance with thetermination provisions under Contract Documents hereinabove, this Agreement shall beineffect from the Effective Date through satisfactory completion ofthe Work and delivery ofallGoods andServices according totheestablished schedule. 28. HEADINGS: Allheading and sections ofthis Agreement areinserted forconvenience onlyand donotform apartofthis Agreement norlimit, expand orotherwise alterthe meaning ofany provision hereof. 29. BINDING EFFECT: The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound totheother with respect toallofthecovenants, terms, warranties and obligations set forth inAgreement. 30. NOTHIRD PARTY BENEFICIARIES: This Agreement gives norights orbenefits toanyone other than Cityand Contractor. 31. DEBARMENT AND SUSPENSION: 31.1 The Contractor certifies byentering intothisAgreement that neither itnoritsprincipals nor any of its 11 Calumet Civil Contractors, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712022BondFund; P.O. #116721 Contract NotToExceed $2,827,000.00 subcontractors arepresently debarred, suspended, proposed fordebarment, declared ineligible orvoluntarily excluded fromentering into this Agreement byanyfederal agency orbyanydepartment, agency orpolitical subdivision ofthe State ofIndiana. The term “principal” forpurposes ofthis Agreement means anofficer, director, owner, partner, key employee orother person with primary management orsupervisory responsibilities, oraperson who has acritical influence onorsubstantive control over the operations ofthe Contractor. 31.2 TheContractor certifies thatithasverified thestate andfederal suspension and debarment status forallsubcontractors receiving funds under this Agreement and shallbesolely responsible forany recoupment, penalties orcosts that might arise from useofasuspended ordebarred subcontractor. The Contractor shall immediately notify theCity ifany subcontractor becomes debarred orsuspended, andshall, attheCity’srequest, take allsteps required bytheCity toterminate itscontractual relationship with the subcontractor for work tobeperformed under thisAgreement. 32. PRIOR WORK: Inthe event that Contractor has delivered anyGoods and Services and/orperformed any oftheWork under this Agreement prior tothe date ofthisAgreement, pursuant toanauthorization toproceed orverbal directive issued byCity toContractor oraletter ofintent orverbal understanding entered into byand between Cityand Contractor, thisAgreement andalloftheterms andconditions thereof, including the payment obligations of Cityforsuch prior deliveries and/orperformance, shall govern such priordeliveries and/orperformance tothe same extent asthough they were performed ordelivered after the date hereof, andany amounts that were earned byContractor and paid byCity toContractor, orearned byContractor and still tobepaid byCity to Contractor, forsuch other previously delivered Goods andServices orperformed Work, shallbeapplied asa credit against Contractor’soverall compensation under this Agreement. 33. RIGHT TO ATTORNEY FEES: Inthe event City employs attorneys orincurs other expenses itmay deem necessary toprotect orenforce its rights under the Agreement where Contractor isindefault orbreach oftheAgreement, orCity otherwise is required toundertake performance ofContractor’sobligations hereunder because ofContractor’sfailure or refusal toperform, Contractor agrees topay theattorney fees, costs and expenses soincurred byCity. Furthermore, wherever intheAgreement Contractor agrees topayexpenses incurred byCity such expenses shall include, but are notlimited to, attorney fees incurred byCity. 34. DRUG FREE WORK SITE: Contractor anditsemployees shall comply withallprovisions ofthe Drug Free Workplace Act of1988 as amended. Theunlawful manufacture, distribution, dispensation, possession oruse ofacontrolled substance intheworkplace isprohibited. Contractor isresponsible forthedevelopment implementation, administration and enforcement ofaformal substance abuse policy (“Substance Abuse Policy”) which, as, aminimum, meets the standards set forth bythe City. 35. COMPLIANCE WITH IND. CODE § 5-16-13: Totheextent that this Project andAgreement issubject totherequirements ofIndiana Code § 5-16-13et seq., which areincorporated byreference as iffully restated herein, Contractor shallcomply with all applicable requirements setforththerein. 36. ACCESS TOPUBLIC RECORDS ACT: Contractor understands andagrees that any “public record”, asthat term isdefined inIndiana Code 5-14-3- 2(m), asamended, that isrelated to the subject matter ofthe Contract, whether the same isinthe 12 Calumet Civil Contractors, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712022BondFund; P.O. #116721 Contract NotToExceed $2,827,000.00 possession or control ofContractor orCity, shall besubject torelease under and pursuant tothe provisions ofIndiana’sAccess toPublic Records Act, ascodified inIndiana Code 5-14-3-1, etseq., asamended. 37. COMPETING LAWS: As between inconsistent provisions among Federal, Stateandlocal laws, Contractor should generally comply withthe more stringent requirement, unless aFederal law, rule orregulation requires thatthe affected Federal provision be observed, notwithstanding theexistence ofamore stringent applicable State orlocal requirement. 38. IRAN CERTIFICATION: Pursuant toI.C. § 5-22-16.5, theContractor shallcertify that, insigning thisAgreement, itdoes notengage in investment activities within the Country ofIran. 39. ADVICE OFCOUNSEL: Theparties warrant thattheyhave read thisAgreement and understand it, have hadtheopportunity toobtain legal advice and assistance of counsel throughout thenegotiation ofthisAgreement, andenter intosame freely, voluntarily, andwithout anyduress, undue influence orcoercion. 40. ENTIRE AGREEMENT: ThisAgreement, together with anyexhibits attached hereto orreferenced herein, constitutes the entire agreement between Contractor andCitywith respect tothesubject matter hereof, and supersedes allprior oral orwritten representations andagreements regarding same. Notwithstanding any other term orcondition setforth herein, butsubject toparagraph 16hereof, totheextent any term orcondition contained inany exhibit attached tothisAgreement orinanydocument referenced herein conflicts withanyterm orcondition contained in thisAgreement, the term orcondition contained in thisAgreement shall govern andprevail. This Agreement mayonly bemodified bywritten amendment executed byboth parties hereto, ortheir successors ininterest. 13 EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker’s Compensation & Disability Statutory Limits Employer’s Liability: Bodily Injury by Accident/Disease: $1,000,000 each employee Bodily Injury by Accident/Disease: $1,000,000 each accident Bodily Injury by Accident/Disease: $1,000,000 policy limit Commercial General Liability: General Aggregate Limit (other than Products/Completed Operations): $6,000,000 Products/Completed Operations: $5,000,000 Personal & Advertising Injury Each Occurrence Limit: $5,000,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Injury and Property Damage: $5,000,000 each occurrence Umbrella Excess Liability If a commercial umbrella liability policy is used to satisfy the minimum limits of liability requirements, the combined limits must equal these minimum limits of liability. CzBmmjtpoMzodi.NdHsbuibu4;64qn-Nbz24-3136 May2, 2025 Mr. BradleyPease, P.E. CityEngineer CityofCarmel 1CivicSquare Carmel, IN 46032 Re:Community DriveRaised Crossings Project18-ENG-12a FeeProposal forConstruction Inspection DearBrad: Asyourequested, wehaveprepared afeeproposaltoprovidefull-timeconstruction inspectionservices relativetotheabovereferencedproject. Thisproject isscheduledtostartconstructionMay 26, 2025, andtobecompletedby August1, 2025. Below isalistingofindividuals weexpect tobeusingonthisproject: Curtis HolcomSenior Project Manager LanceStahleySenior Resident ProjectRepresentative ToBeNamedAssistant Project Inspectors Duringthe2025construction durations(estimatedtobe9weeks), wehavebudgeted 2hoursper week fortheSeniorPM, 8hours perweekfortheSeniorRPR,and45hoursperweekfortheAssistantProject Inspector. Thesebudgeted hours, withthecorresponding billingrates, yieldtheestimated costsasshown ontheattachedspreadsheet. Ifyoushould haveanyquestions orneedanyfurther information, pleasedonothesitate tocallmeat 765-506-8784oremailcholcom@crossroadengineers.com. Sincerely, CrossRoadEngineers, PC CurtisHolcom, P. E. VicePresident th115N. 17AVE, BEECHGROVE, IN46107 // 317.780.1555//CROSSROADENGINEERS.COM PAGE1of1 CzTfshfzHsfdivlijobu9;53bn-Nbz16-3136 May1, 2025 JeremyKashman, PE – ChiefInfrastructure OfficerSubmitted Viaemail: jkashman@carmel.in.gov BradPease, PE – Director ofEngineeringSubmitted Viaemail: bpease@carmel.in.gov CityofCarmel OneCivicSquare Carmel, IN46032 Subject:FeeProposal ClayCenterRoadMulti-UsePathandCulvertReplacement Construction Observation Services DearJeremyandBrad, Thankyoufortheopportunity tosubmitourproposaltoperform construction observationservicesforClay CenterRoadMulti-UsePathandCulvertReplacement. Baseduponourdiscussions, wehavepreparedaproposaladdressing theelements discussed. Thefollowingisa summaryofourunderstanding ofthescopeofservicesaswellasafeeestimate andschedule foryourreview. A. PROJECT DESCRIPTION Thisprojectincludestheadditionofa10-footwidemulti-usepathalongthewestsideofClayCenterRoad. ThePathwillrunfromClaySpringDrivetoapproximately 500feetnorthofBrightonAvenue. Amid-block crossingwithanactiveflashingsystem willbeinstalledattheintersection ofBrighton AvenueandClayCenter Road. ADAcompliant curbrampswillbeinstalled atBrighton Avenue, N. Claridge Way, HelfordLaneandClay SpringsDrive. Thesegmentalsoincludesacrossing ofElliotCreek. Thetriple84-inchcorrugated metalpipes crossingunderClayCenterRoadwillbereplaced witha19’x7’ concrete boxculvertwithwildlifecrossing cast integrallytothebox, steelbacked timberguardrail, timberpedestrian railingandtrenchdrains. B. CONSTRUCTION OBSERVATION Ourofficewillhavearepresentative on-sitetoobserve theContractors’ workforgeneral compliance withthe construction documents onatimeandmaterialbasis. Construction isanticipated tocommence inMayof 2025andextendthroughNovember 2025. Ifthedurationgoesbeyondthespecified time, orifadditional construction observation isrequestedduringtheplannedconstruction period, wewillcontact yourofficefor achangeinthescopeofworkaccordingtotheattached feeschedule. B.1. DutiesandResponsibilities: 1. MonitorContractor progress, including project schedule. 2. Attendpreconstruction conference, progress meetings, andcirculatemeetingminutes. 3. Coordinate Contractor submittals forreviewandapproval. 4. Conduct on-siteobservation oftheworkinprogress forgeneralconformance withthecontract documents. 5. MaintainlogbooksthatrecordtheContractor’soperations andactivity. 160WCarmelDrive, Suite236 Carmel, IN46032 260-490-1025 6.ReportworkprogresstotheCityandidentifyanyimprovements thatarenon-compliant withthe contract documents. 7.Performtheappropriate testingandmaintainadequate projectrecordsasrequiredinthecontract documents. 8.IssuefieldordersforapprovalbytheCitypriortoauthorization ofwork. 9.Reviewpayapplication submittals, andscheduleofvalues. 10.Development ofpunchlisttodocument remaining work. 11.Preparethesubstantial andfinalcompletioncertificates forapprovalbytheCitypriortoissuanceto theContractor. B.2.ServicesNotIncluded: 1.Authorize anydeviation fromthecontractdocuments. 2.Approveshopdrawings. Itisourunderstanding thattheshopdrawingreviewandapproval willbe performed bytheEngineerofRecord. 3.Beresponsible fortheContractors’ meansandmethods ofconstruction. 4.Beresponsible fortheContractors’ safetypracticesandprocedures. 5.Preparation ofas-builtdrawings. Itisourunderstanding thatthisservicewillbeperformed bythe Contractor. C.CLIENT PROVIDED DELIVERABLES Thefollowingitemswillbeprovided bytheCitytoassistindeliveryofservices, andnotincluded withthe Engineer’sscopeofwork: 1.Designated pointofcontactforconstruction observation team. 2.Allrelevant project relateddocuments andmaterials. 3.Access totheproperty. 4.Anyotherinformation thattheconstruction observation teamshouldtakeintoconsideration. D.FORMOFAGREEMENT, MANHOUR JUSTIFICATION, andBREAKDOWN OFFEE WeassumethisscopeofservicesproposalwillbeincorporatedintoaCarmel standard “ServicesAgreement.” ERIproposesanhourlyfeestructure. Construction Observation Services HoursBilling RatePositionFee SeniorEngineer/Project Manager125$ 184$ 23,000 Project Engineer945$ 154$ 145,530 Senior Construction Observation185$ 107$ 19,795 Mileage (60miles/week)1200$ 0.70$ 840 Maximum-Not-to-ExceedFee$ 189,165 160WCarmelDrive, Suite236 Carmel, IN46032 260-490-1025 Theseitemswerebasedonthefollowing assumptions: 1.Twoweeksofpreconstruction activities at45hoursperweekconsisting of10hoursperweekbythe SeniorEngineerand35hoursperweekbytheProjectEngineer. 2.20weeksofactiveconstruction at47hoursperweekconsistingof4hoursperweekbytheSenior Engineer, 35hoursperweekbytheProjectEngineer, and8hoursperweekbytheSenior Construction Observer. 3.5weeksofpostconstruction activities andfinalcloseoutat45hoursperweekconsisting of5hours bytheSeniorEngineer, 35hoursperweekbytheProjectEngineer, and5hoursperweekbythe SeniorConstruction Observer. E.SCHEDULE Project No. 22-ENG-15ClayCenterRoad TaskDate thProjectAwardApril162025 thStartofConstructionMay272025 thSubstantialCompletionOctober102025 thFinalCompletionNovember102025 F.INSURANCE ProofofERI’sProfessionalLiabilityandCommercial/General LiabilityInsurance isonfilewiththeCityof Carmel. Thankyoufortheopportunity tosubmitthisproposal forengineering services. Ifyouhaveanyquestions regarding thisproposal, pleasecontactmeat260-490-1025. Sincerely, Engineering Resources, Inc. KurtHeidenreich, PE, SE, CPESCTroy Larkins, PE, SE PresidentProject Manager ATTACHMENTS: Exhibit A.ERI2025FeeSchedule 160WCarmelDrive, Suite236 Carmel, IN46032 260-490-1025 ExhibitA 160WCarmelDrive, Suite236 Carmel, IN46032 260-490-1025 2025FEESCHEDULE 1. STANDARD BILLINGRATES Compensation tobemadeonatimebasisshallbeaccording tothenumberofhoursexpendedona projecttimestheappropriate billingrateshownbelow. Descriptions forthebillingcategories listed belowcanbeprovided uponrequest: a. SeniorEngineering / Project Management Services ................................................... $184/hr. b. ProjectEngineering / Management Services ............................................................... $154/hr. c. DesignEngineering Services ......................................................................................... $131/hr. d. Design / Document Preparation Services .................................................................... $113/hr. e. StandardAutoCADDrafting Services ............................................................................. $95/hr. f. SeniorConstruction Observation ................................................................................. $107/hr. g. Construction Observation / FieldDataCollection Services .......................................... $93/hr. h. InternAutoCADDrafting / Construction Observation .................................................. $78/hr. i. Clerical /Administration Services ................................................................................... $81/hr. j. Forensic Engineering ..................................................................................................... $250/hr. 2. REIMBURSABLE EXPENSES a. Automobile Transportation .................................................................. Allowable IRSRate/Mile b. Subconsultant Services ............................................................................................... cost + 10% c. OtherReimbursable Expenses ................................................................................... cost + 10% 4175NewVisionDr-490- 2025FEESCHEDULE 3. BILLINGCATEGORY DESCRIPTIONS: a. SeniorEngineering / ProjectManagement Services: Theseservicesareprovidedbyasenior memberofthestafffor: specialized design requirements, project reviews, coordination and administration. Depending onthedegreeofadvancedengineering knowledgerequired fora project, theitemsdescribed intheProjectEngineering/Management Servicesshownbelow maybecompleted underthisservice item. b. ProjectEngineering / Management Services: Theseservicesareprovided bytheproject managerorprojectengineer. Projecttaskscompleted underthisservice itemwouldinclude: sitevisits, projectresearch, designcalculations, plandevelopment, coordination, project reviews, attending meetingsandconstruction administration. c. DesignEngineering Services: Theseservicesinclude: routine designcalculations, document reviewsandotherstandard tasksthatarecompleted byamember ofthestaffotherthanthe ProjectEngineer/Manager. d. Design / Document PreparationServices: These services include: Permitpreparation and production ofprojectdocumentsandAutoCAD/Revitdesignandplandevelopment beyond standarddraftingprocedures. e. StandardAutoCADDraftingServices: Theseservicesinclude: basicAutoCADdrafting tasksnecessary todevelop plansandotherrequired documents. f. Senior Construction Observation: Theseservicesareprovidedbyaseniormemberofthestaff forprojectoversight duringconstruction toreview, approve, observe, ordocumenttheactual construction foraproject. g. Construction Observation / FieldDataCollectionServices: Theseservices arethebasictasks duringconstruction toreview, approve, observe, ordocument theactualconstruction fora project. Services alsoincludesanyfielddatatimethatiscompleted withinthedesignor construction timeline. h. InternAutoCAD Drafting / Construction Observation: Theseservicesareprovidedbyentry levelstaffthatworkunderthedirectsupervisionoftheConstruction Observerandassist themwiththebasictasksduringconstruction toreview, approve, observe, ordocument the actualconstruction foraproject. Servicesalsoincludes anyAutoCADdraftingtimethatis completed withinthedesign orconstruction timeline. i. Clerical /Administration Services: Theseservices arethebasictasksnecessary toaccomplish anyprojectorotherrequireddocumentsthatarecompleted byamemberoftheclericalstaff. Thisincludes worddocumentation, permits/formpreparation, filing/submittal ofdocuments, andotherofficeduties. j. ForensicEngineering: Provided byahighlyqualifiedseniormemberofthestaffforspecialized services. Involves theinvestigation offailuresinfacilitiesandinfrastructure tointerpretand determine thecauseofthedamage orfailure thatmayleadtolegalactivity. 4175NewVisionDr-490- Page 1of1INDIANARETAILTAXEXEMPT PURCHASE ORDER NUMBERCERTIFICATENO. 003120155 002 0CityofCarmelFEDERALEXCISETAXEXEMPT 116704 35-6000972 THIS NUMBER MUST APPEAR ONINVOICES, A/PONECIVICSQUARE VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCEFORMAPPROVEDBYSTATEBOARDOFACCOUNTSFORCITYOFCARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION Professional Services Agreement - 09/06/20245/1/2025377973 ENGINEERING RESOURCES INC City Engineering'sOffice VENDORSHIP4175NEWVISIONDRIVE 1Civic Square TO Carmel, IN 46032- FORT WAYNE, IN 46845 - Laurie Slick PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 100213 QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION Department:Fund: 220002022 Bond Account: 44-628.71 Each1ASA1 - 22-ENG-15 - Clay Center Rd from Main toClay Ctr $189,165.00$189,165.00 Elem - Inspection Sub Total 189,165.00 Send Invoice To: City Engineering'sOffice Laurie Slick 1Civic Square Carmel, IN 46032- PLEASE INVOICE INDUPLICATE DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT 189,165.00PAYMENT A/PVOUCHER CANNOT BEAPPROVED FORPAYMENT UNLESS THE P.O. NUMBER ISMADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORNSHIPPREPAID. AFFIDAVIT ATTACHED. IHEREBY CERTIFY THAT THERE ISAN UNOBLIGATED BALANCE IN C.O.D. SHIPMENT CANNOT BEACCEPTED.THIS APPROPRIATION SUFFICIENT TOPAY FOR THE ABOVE ORDER. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL THIS ORDER ISSUED INCOMPLIANCE WITH CHAPTER 99, ACTS 1945 ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO. Bradley PeaseZac Jackson TITLEDirectorCFO CONTROL NO. 116704 CzTfshfzHsfdivlijobu21;64bn-Nbz24-3136 Rieth-RileyConstruction Co, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712017LOITBondFund; P.O. #116720 Contract NotToExceed $307,000.00 3.3 Final Payment. Final payment, constituting theentire unpaid balance ofthe Contract Price, including anyretainage, shall bepaid byCity toContractor within ninety-one (91) days after ithasbecome due and payable. Final payment toContractor shallnot become due and payable until and unless all Goods andServices are delivered, and allWork fortheProject isotherwise fully completed and performed inaccordance with theContract Documents and issatisfactory toandapproved byCity. 3.4 Effect ofFinal Payment. The making offinalpayment shall constitute awaiver ofClaims byCity except those arising from: a. Liens, claims, security interests orencumbrances arising outoftheContract andunsettled; b. Failure ofthe Work tocomply withthe requirements oftheContract Documents; c. Terms ofspecial warranties required bytheContract Documents; d. Claims previously made inwriting andremaining unsettled asofthedate offinalpayment; e. Claims byCityattributable todefective work orprior corrective work, appearing after final inspection; f. Failure ofthe Work tocomply withthe requirements oftheContract Documents; g. Cityclaims and other rights arising under theterms ofanygeneral orspecial warranties, guarantees ormaintenance bonds specified bytheContract Documents orarising thereunder; and h. City claims andotherrights with respect toContractor’sandSurety’scontinuing obligations under theContract andtheContract Document. 3.5 Acceptance byContractor ofanysum tendered by Cityasfinal payment shall constitute awaiver of allclaims by Contractor withrespect tothisAgreement, except those claims authorized bythis Agreement, previously made inwriting and submitted inatimely manner, and specifically identified and reserved byContractor asunresolved intheapplication for finalpayment. 4. CONTRACT DOCUMENTS: 4.1 Scope ofWork. Contractor agrees toprovide alllabor, goods, material, shipping, receiving, supervision, services, supplies, machinery, equipment, storage and any necessary rigging as required forthe Project assetforth inthe attached Exhibit “A” andanyreferences, addenda and/or attachments thereto, Project Manual (ifapplicable), CityofCarmel General Conditions, Cityof Carmel Supplementary Conditions, andallapplicable Drawings andSpecifications (collectively Contract Documents”), allofsuch Contract Documents are fully incorporated herein. Contractor acknowledges thatallreferenced Contract Documents are apartofthisAgreement. 4.2 Contractor Site andDocument Review. Contractor acknowledges that ithashad anadequate opportunity toexamine sufficiently toitssatisfaction the site oftheWork andto review and/orobtain copies oftheContract Documents andtobecome fullyfamiliar withthem, and that itshallnot be excused from anyconditions existing and detectable atthe site oranyprovisions set forth inthe Contract Documents due toanylack ofknowledge orunderstanding ofthe existence orcontents thereof atthetime ofexecuting thisAgreement. Contractor acknowledges theContract Documents tobesuitable for Contractor’sWork and sufficient for their intended purpose, andagrees toperform theWork and tocomplete thesame forthe Contract Price and within theProject timeline, infulland strictaccordance with theContract Documents and toCity’ssatisfaction, and thatitwillperform the Work so asnot toviolate any term, covenant orcondition ofthe Contract Documents orapplicable codes and laws. 2 Rieth-RileyConstruction Co, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712017LOITBondFund; P.O. #116720 Contract NotToExceed $307,000.00 4.3 AllDrawings, Specifications andother items defined herein asContract Documents that have been prepared forthe Project and furnished toContractor byoronbehalf ofCityorother third party are without any representation or warranty bytheCity astothe acceptability, accuracy orsuitability thereof fortheWork. Citymakes norepresentation orwarranty toContractor concerning the acceptability, accuracy orcompleteness oftheContract Documents orother information anddata prepared bypersons other thanCity, and accordingly, City shall have noliability toContractor with respect toanypatent orlatent defects, deficiencies, errors andomissions therein. 4.4 Contractor represents thatithasreviewed the Contract Documents, visited thesite and provided City with written notice ofanyconcerns ornecessary clarifications resulting fromthese reviews and investigations priortosubmitting itsproposal orbidtoCityandexecuting thisAgreement. Contractor waives therighttorequest andincrease inthe Contract Priceorextension oftheProject completion deadline asaresult ofitsfailure toraisesuch concerns orclarifications with City. 4.5 Intent oftheContract Documents. The Contract Documents shall be deemed toinclude andrequire allitems andaspects oflabor, material, equipment, services and transportation incidental toor necessary fortheproper and efficient execution and completion oftheWork as itrelates tothe Project. The Contract Documents are complementary, andwhat isrequired by any onedocument shall beasbinding asifrequired byall. Work notspecifically covered intheContract Documents or which issubject toquestion andinterpretation because ofconflicts, duplications orambiguities may, atCity'soption, berequired of Contractor ifitisconsistent therewith and isreasonably inferable therefrom asbeing necessary toproduce the results intended bythisAgreement. Assuch, anypart ofthe Work shown onDrawings butnotspecifically mentioned intheSpecifications orviceversa shall beconsidered aspartofthe Work, thesame as though included inboth. 4.6 Shop Drawings and Submittals. Contractor shall submit shop drawings, product data, samples and similar submittals required bytheContract Documents with reasonable promptness and insuch sequence as tocause nodelayintheWork orintheactivities ofothercontractors orsubcontractors. IfContractor shall make changes indesign, including dimensional changes, either through shop drawings oractual field work, itshall accept the responsibility forthe structural and functional adequacy ofsuch changes and their acceptance byCity orProject’sarchitect. Any structural or functional inadequacies which maydevelop because ofsuch changes shall beremedied by Contractor unless such change isspecifically included inachange order. 4.7 Taxes. Asapublic, municipal entity, theCity ofCarmel, and its various departments, areexempt fromsales and compensating use taxes onalltangible personal property (materials, equipment and components) pursuant tothelawoftheState ofIndiana. Contractor shall notinclude any charges representing suchtaxes on anyinvoices hereunder. Contractor shall beresponsible forallfranchise fees andtaxes ofany kind whatsoever. 5. WARRANTY: 5.1 Inaddition toallwarranties required byContract Documents, Contractor expressly warrants thatthe Goods and Services/theWork covered bythis Agreement willconform tothose certain specifications, descriptions and/orquotations regarding same aswereprovided toContractor byCity and/orby Contractor toand accepted byCity, allofwhich documents areincorporated herein by reference, and thattheGoods andServices/the Work will be delivered and/orperformed inatimely, goodand workmanlike manner andfreefrom defect. Contractor acknowledges thatitknows ofCity’s intended use andexpressly warrants that theGoods andServices provided toCity pursuant tothis 3 Rieth-RileyConstruction Co, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712017LOITBondFund; P.O. #116720 Contract NotToExceed $307,000.00 Agreement havebeen selected by Contractor based upon City’sstated useandarefitand sufficient fortheirparticular purpose. 5.2 Further, Contractor warrants toCitythatmaterials and equipment furnished under theContract Documents willbe ofthebestquality andnew unless theContract Documents require orpermit otherwise. The performance oftheWork shall not limit, voidorotherwise compromise ordiminish anyequipment ormanufacturer warranty thatistobeissued under theContract Documents. Goods, Work, materials, orequipment not conforming tothese requirements may beconsidered defective. Contractor’swarranty excludes remedy fordamage ordefect caused byabuse, alterations tothe Work notexecuted byContractor, improper orinsufficient maintenance, improper operation, or normal wear andtear and normal usage. Ifrequired bythe City, theContractor shall furnish satisfactory evidence astothekind andquality ofmaterials and equipment. 5.3 Contractor shall, atitssole expense, promptly andproperly repair, replace orotherwise correct any Work that is (i) rejected byCity or Architect, or (ii) known, observed ordiscovered atanytimeby Contractor, City orArchitect tobedefective orfailing toconform tothe Contract Documents andshall payCity forallexpenses incurred inany delay caused byremedying defective orotherwise nonconforming Work. 5.4 Ifwithin two (2) years afterfinal completion oftheProject, orsuch longer period asestablished with respect toContractor’sobligations under the Contract Documents, theWork oranyportion thereof is found tobenotinaccordance with the requirements oftheContract Documents, Contractor shall correct itpromptly afterreceipt ofwritten notice from City todoso. Contractor’sobligations under this Section shall survive completion and acceptance oftheWork and Project and termination ofthe Agreement. 5.5 Any and allwarranties whichareavailable onany material orequipment orother service which is partoftheWork willbe provided toCity atnoadditional cost. Upon completion oftheWork, Contractor shall assign toCityall warranties obtained orobtainable byContractor from manufacturers andsuppliers ofequipment andmaterials incorporated into theWork bywritten instrument ofassignment inaformacceptable toCity. Contractor shall furnish City with copies ofall warranties, guarantees, operating manuals relative toequipment installed, and acomplete set of reproducible drawings withallfield changes noted onthem relating totheimprovements constructed under theContract. Theassignment ofsuchmanufacturer andsupplier warranties shall not relieve Contractor ofany ofits ownwarranty obligations under this Article, whichshall remain infullforce and effect. 5.6 Notwithstanding anything tothe contrary contained inContract Documents with respect to warranties, itisunderstood andagreed thatthe foregoing warranties and guarantees shall notaffect, limitorimpair City'srightagainst Contractor with regard tolatent defects inthe Work which donot appear within theapplicable warranty period following acceptance ofthe Work and which could not, bytheexercise ofreasonable care and duediligence, beascertained ordiscovered byCitywithin suchwarranty period. Contractor shall beand remain liable and responsible tocorrect and cure any such latent defects which arereported toContractor byCityinwriting within ninety (90) days after such latent defect first appears orcould, bytheexercise ofreasonable care andduediligence, be ascertained or discovered byCity. City’swarranty rights and remedies with respect tolatent defects shall remain infull force and effect andforthe same duration as withany other warranty provided in this Article orotherwise available orprescribed bylaw. 4 Rieth-RileyConstruction Co, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712017LOITBondFund; P.O. #116720 Contract NotToExceed $307,000.00 6. TIME AND PERFORMANCE: 6.1 This Agreement shall become effective as ofthelast date onwhich aparty hereto executes same Effective Date”), andboth parties shall thereafter perform their obligations hereunder inatimely manner. Time isoftheessence ofthis Agreement. 6.2 Contractor shall continuously monitor the construction schedule and advise Cityonaregular basis of thestatus ofContractor’sprogress with respect tosuch schedule atany timeCity’srepresentative requests Contractor todoso, including the furnishing ofinformation onthe status ofshop drawings, samples, submittals and materials, machinery orequipment which may be inthecourse of preparation ofmanufacture. 6.3 If, intheopinion ofCity, Contractor isbehind schedule intheperformance oftheWorkorisfailing, without cause, tomaintain progress oftheWork ortoconform tothe general progress ofallwork for the Project, Contractor agrees that itshall, atitsown expense, perform such overtime work, use extralabor, and undertake allother means necessary tobringthe Work back on schedule. 6.4 Ifthere are anyconflicting times ordurations foraction, submissions, notices orresponses thereto byContractor between oramong the Contract Documents, thecontrolling timeorduration for such action, submissions, notices orresponses thereto byContractor shall betheearlier of such times and shorter ofsuch durations, unless Cityexpressly agrees inwriting otherwise. 7. MEANS AND METHODS: Contractor isresponsible forthe means, methods, techniques, sequences orprocedures, and safety precautions and programs inconnection withprovision ofGoods and Services andrelated work under the Contract Documents. Atalltimes during performance oftheWork, Contractor shall maintain and designate toCityadequate, experienced andcooperative supervisory personnel, including afull-time on-siteproject manager orsuperintendent ifrequired by Contract Document orfederal, state orlocal laws, rules and regulations. City shall not have control over orcharge of, andshallnotberesponsible for, means, methods, techniques, sequences orprocedures, orforthesafety precautions andprograms inconnection with the performance oftheWork byContractor andshallnot beresponsible forany omission orfailure onthepartof theContractor toproperly perform itsobligations. Contractor shall beresponsible toCity forContractor’s negligent acts oromissions orfailure toperform. 8. DISCLOSURE AND WARNINGS: Ifrequested byCity, Contractor shall promptly furnish toCity, insuch form anddetail asCity may direct, alist ofallchemicals, materials, substances and items used inorduring theprovision oftheGoods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. Atthetimeofthe delivery oftheGoods andServices provided hereunder, Contractor agrees tofurnish toCity sufficient written warning and notice (including appropriate labels oncontainers and packing) ofanyhazardous material utilized inorthatisapart ofthe Goods and Services. 9. PROTECTION OFWORK: Contractor shall atitsown expense takeallnecessary precautions toprotect thework ofother trades from anydamage caused byContractor’soperations, and watch over, care forandprotect from damage orinjury byanycause whatsoever, allofContractor’sWork, complete orotherwise, and allofitsmaterials, supplies, tools, machinery and equipment atornear theProject. 5 Rieth-RileyConstruction Co, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712017LOITBondFund; P.O. #116720 Contract NotToExceed $307,000.00 10. SUBCONTRACTS: Byappropriate agreement, written where legally required forvalidity, Contractor shall require each subcontractor, totheextent oftheWork to beperformed bythe subcontractor, to bebound toContractor by terms oftheContract Documents, and toassume toward Contractor alltheobligations andresponsibilities, including theresponsibility for safety ofContractor’sWork, which Contractor, by theseContract Documents, assumes toward City. Each subcontract agreement shall preserve andprotect therights ofCityunder the Contract Documents with respect tothe Work tobeperformed bysubcontractor so that contracting thereof willnotprejudice such rights, andshall allow tosubcontractor, unless specifically provided otherwise inthe contract agreement, the benefit ofallrights, remedies and redress against Contractor that Contractor, bythe Contract Documents, hasagainst City. Where appropriate, Contractor shall require each subcontractor to enter intosimilar agreements withitssubcontractors. 11. LIENS: Contractor shall notcause orpermit thefiling ofany lien on any ofCity’sproperty. In theevent any such lien isfiled and Contractor failstoremove such lien within ten (10) daysafter thefiling thereof, bypayment or bonding, Cityshall have theright topaysuch lienor obtain such bond, allatContractor’ssole costand expense. 12. DEFAULT: Intheevent Contractor: (a) repudiates, breaches ordefaults under any oftheterms orconditions ofthis Agreement, including Contractor’swarranties; (b) failstoprovide the Goods andServices as specified herein; (c) failstomake progress soastoendanger timely andproper provision ofthe Goods and Services and does notcorrect such failure orbreach within five (5) business days (orsuch shorter period oftime asis commercially reasonable under the circumstances) after receipt ofnotice from City specifying such failure or breach; or (d) becomes insolvent, is placed intoreceivership, makes ageneral assignment forthebenefit of creditors ordissolves, eachsuch event constituting anevent ofdefault hereunder, Cityshall have the rightto 1) terminate allorany parts ofthisAgreement, without liability toContractor; and (2) exercise allother rights and remedies available toCityatlaw and/orinequity. 13. INSURANCE AND INDEMNIFICATION: 13.1 Contractor shall procure and maintain infull force and effect during thetermof this Agreement, with an insurer licensed todobusiness intheState ofIndiana, such insurance asisnecessary fortheprotection ofCityand Contractor fromallclaims fordamages under any workers’ compensation, occupational disease and/orunemployment compensation act; forbodily injuries including, but notlimited to, personal injury, sickness, disease ordeath ofortoany of Contractor’sagents, officers, employees, contractors and subcontractors; and, forany injury toordestruction ofproperty, including, but notlimited to, anyloss ofuse resulting therefrom. Thecoverage amounts shall benoless than those amounts set forth inattached Exhibit C. Contractor shall cause itsinsurers toname City asanadditional insured onallsuch insurance policies, shallpromptly provide City, upon request, with copies ofallsuch policies, and shall provide that such insurance policies shall not becanceled without thirty (30) days prior notice toCity. Contractor shall indemnify andhold harmless City from andagainst any and allliabilities, claims, demands orexpenses including, butnot limited to, reasonable attorney fees) forinjury, death and/ordamages toany person or property arising from orinconnection withContractor’sprovision ofGoods andServices pursuant toorunder this Agreement orContractor’suse ofCity property. 13.2 Notwithstanding any other provision ofthisAgreement tothecontrary, should anypolicy required by theContract Documents becanceled orotherwise terminated before thecompletion of theWork hereunder, Contractor shallexertallreasonable efforts toprocure andmaintain inforce similar insurance from insurers 6 Rieth-RileyConstruction Co, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712017LOITBondFund; P.O. #116720 Contract NotToExceed $307,000.00 satisfactory toCity and provide certificates ofsuch insurance toCity upon itswritten request. Should Contractor failorneglect toprovide the required insurance, orallow anyrequired coverage tolapse, City shall havethe right, but nottheduty, toprovide such insurance anddeduct the costthereof from anymoney due toContractor any andallpremiums paid byCityforandonaccount ofsaid insurance. Thepolicy or policies, and each certificate ofinsurance, shall further provide thatthe insurance willnot becancelled bythe Insurer orthelimitsofliability reduced byendorsement prior toatleast thirty (30) days after written notice by certified mail ofsuchcancellation orchange has been provided bytherespective insurer toCity. No less than fourteen (14) daysprior tothe expiration, cancellation ortermination ofany suchpolicy, Contractor shall supply City with anewandreplacement Certificate ofInsurance and Additional Insured endorsement as proof ofrenewal oftheoriginal policy andcoverage, with suchneworreplacement policy andendorsements inthesame manner and forthesame coverage and amounts infavor ofCity assetforth inthisParagraph. 13.3 Indemnity. Tothefullest extent permitted bylaw, Contractor shall indemnify, hold harmless and defend City andallofitsofficers, directors and employees, fromand against allclaims, suits, demands, causes ofaction, damages, losses, costs andexpenses, including reasonable attorney'sandContractor’s feesand expenses, butonlytothe extent caused byContractor’snegligent performance oftheWork under thisAgreement, oroccasioned byanybreach ornonperformance ofitsterms, provided thatanysuchclaim, suit, demand, cause ofaction, damage, loss, cost, fees orexpense: (a) isattributable tobodily injury, sickness, disease ordeath, orpatent infringement, orinjury toordestruction oftangible orrealproperty, including thelossofusethereof andconsequential damages resulting therefrom, orisattributable to damages fromeconomic harm orloss; and (b) iscaused inwhole orinpart byany negligent actoromission, wrongful act, orotherbreach ofduty ofContractor oranyone directly orindirectly employed byitoranyone forwhose acts itmaybeliable, regardless ofwhether such claim, suit, damage, loss, cost orexpense is caused inpart byanyjoint, several orcomparative, butnot sole, negligent act oromission, ofCity. 13.4 The foregoing obligations ofContractor shallnotbeaffected orlimited inanyway byanyinsurance required ofor provided to Contractor under the Agreement. The indemnification and hold harmless obligations asprovided herein shall not negate, abridge orotherwise reduce any other right andremedy of City orobligation ofindemnity by Contractor which would otherwise exist infavor ofCity under this Agreement. 14. GOVERNMENT COMPLIANCE: Contractor agrees tocomply with allfederal, state and local laws, executive orders, rules, regulations and codes which may beapplicable toContractor’sperformance ofitsobligations under thisAgreement, andall relevant provisions thereof areincorporated herein bythis reference. Contractor agrees toindemnify and hold harmless City from any loss, damage and/orliability resulting from anysuch violation ofsuch laws, orders, rules, regulations andcodes. This indemnification obligation shall survive thetermination ofthis Agreement. 15. NONDISCRIMINATION: Contractor represents and warrants that itand allofitsofficers, employees, agents, contractors and subcontractors shallcomply with alllawsoftheUnited States, theState ofIndiana andCityprohibiting discrimination against anyemployee, applicant for employment orother person intheprovision ofanyGoods and Services provided bythisAgreement with respect totheirhire, tenure, terms, conditions andprivileges of employment and any other matter related totheiremployment orsubcontracting, because ofrace, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/orVietnam eraveteran status. 7 Rieth-RileyConstruction Co, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712017LOITBondFund; P.O. #116720 Contract NotToExceed $307,000.00 16. E-VERIFY: Pursuant toI.C. § 22-5-1.7etseq., asthesame may beamended from time totime, and asisincorporated herein bythis reference (the “Indiana E-Verify Law”), Contractor isrequired toenroll inand verify thework eligibility status ofits newly-hired employees using theE-Verify program, andtoexecute the Affidavit attached herein asExhibit D, affirming that itisenrolled andparticipating intheE-verify program and does not knowingly employ unauthorized aliens. Insupport oftheAffidavit, Contractor shall provide theCity with documentation indicating that ithasenrolled and isparticipating inthe E-Verify program. Should Contractor subcontract fortheperformance ofanywork under andpursuant tothis Agreement, it shall fully comply with theIndiana E-Verify Law as regards each suchsubcontractor. Should theContractor orany subcontractor violate the Indiana E-Verify law, theCitymay require acure ofsuch violation and thereafter, ifnotimely cure isperformed, terminate this Agreement inaccordance with either the provisions hereof orthose setforth inthe Indiana E-Verify Law. Therequirements ofthis paragraph shall notapply should theE-Verify program cease toexist. 17. OWNERSHIP AND USE OFDOCUMENTS: TheReports, Recommendations, Analyses, Surveys, Data, Calculations, Drawings, Schedules, Specifications andother documents prepared oremployed byContractor during thecourse offurnishing theWork toCity under thisAgreement shallbeand become theproperty ofthe City, whether the Project iscompleted ornot; accordingly, such materials may beused by theCity for information andreference and inconnection with City’s involvement ontheProject. Suchitems anddocuments may alsobeused byCityforcompletion ofthe Project orwork with respect thereto byothers ifContractor isindefault under this Agreement, inwhich case Contractor shall provide City with reproducible copies ofsuch reports, recommendations, analyses, surveys, data, calculations, drawings, schedules, specifications and other documents forsuchuse butshall not beobligated to sign, certify orseal such copies. Contractor may utilize thename, images ordescriptions ofthe Project inits promotional andmarketing materials, except thatitshallnotutilize, publish oradvertise any unique ordistinctive components ofthe design, drawings orspecifications fortheProject insuch promotional and marketing materials without firstobtaining thewritten consent ofCity. Contractor will have noliability toCityarising from City’suseoralteration oftheabove-referenced documents onany unrelated project. 18. NOIMPLIED WAIVER: Thefailure of either party torequire performance bythe other ofanyprovision ofthis Agreement shall not affect therightofsuch partytorequire such performance atany time thereafter, nor shall thewaiver byany party ofabreach ofany provision ofthis Agreement constitute awaiver ofany succeeding breach ofthe same orany other provision hereof. 19. NON-ASSIGNMENT: Contractor shall notassign orpledge this Agreement, whether ascollateral foraloan orotherwise, and shall notdelegate itsobligations under this Agreement without City’sprior written consent. 20. RELATIONSHIP OFPARTIES: The relationship oftheparties hereto shall beasprovided forinthisAgreement, and neither Contractor nor any ofitsofficers, employees, contractors, subcontractors and agents areemployees ofCity. The contract price setforth herein shall bethefulland maximum compensation andmonies required ofCity tobepaid to Contractor under orpursuant tothis Agreement. 21. GOVERNING LAW; CONFLICT RESOLUTION: 21.1 General. Cityand Contractor arefully committed toworking with eachother throughout theProject andagree tocommunicate regularly with each otheratalltimes soastoavoid orminimize disputes 8 Rieth-RileyConstruction Co, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712017LOITBondFund; P.O. #116720 Contract NotToExceed $307,000.00 ordisagreements. Ifdisputes ordisagreements doarise, City and Contractor each commit to resolving such disputes ordisagreements inanamicable, professional and expeditious manner so astoavoid unnecessary losses, delays and disruptions totheWork. Cityand Contractor shallcommence allclaims and causes ofaction, whether incontract, tort, or otherwise, against theotherarising out oforrelated tothisAgreement within theperiod specified by applicable law, butifnototherwise specified byapplicable law, within notmore thanten (10) years after thedateofSubstantial Completion ofthe Work. AllContract Documents are tobeconstrued inaccordance with andgoverned bythelaws ofthe State ofIndiana, except foritsconflict oflaws provisions. 21.2 Litigation. Claims, disputes andother matters incontroversy arising outoforrelated tothis Agreement, nototherwise resolved inaccordance withtheprovisions above, theparties agree that, intheevent alawsuit isfiled hereunder, they waive theirright toajury trial, agree tofile anysuch lawsuit inanappropriate court inHamilton County, Indiana only, andagree thatsuch court isthe appropriate venue for and has jurisdiction oversame, andany hearing, trial orconference shall take place inthatlocale, unless agreed tootherwise inwriting byCity and Contractor. City and Contractor consent tothechoice oflaw, the choice ofdispute resolution designated by them, venue asprovided herein, andtopersonal jurisdiction over each ofthem asprovided herein andwaive anyrightto object tothe exercise ofpersonal jurisdiction bythe court andtoexclusive venue inthislocale. Anyaward, judgment oragreement insettlement ofadispute concerning such matters and resulting from negotiations orlitigation inwhich City andContractor are parties orparticipants shall beas binding upon surety asthough surety were named and joined insuch proceeding, provided that Contractor has been given areasonable opportunity tojoin, participate, assist orprovide supporting evidence inthe presentation ofany claim, defense orother issue incontroversy thatissettled or resolved thereby. 21.3 Continuation ofWork. Provided City continues tomake payments ofamounts notindispute, no dispute under this Paragraph shall interfere with theprogress oftheWork, and Contractor shall proceed withfurnishing the Work, including disputed performance, despite theexistence of, and without awaiting theresolution of, anysuch dispute. Thefailure orrefusal ofContractor tocontinue performing under such circumstances shallconstitute adefault under thisAgreement. 21.4 Claims Against Third Parties. Inany instance orproceeding whereby any claim, dispute orother matter incontroversy between City and Contractor involves, arises from orgives rise toasimilar claim, dispute orother matter incontroversy asbetween City andanother third-party, Contractor shall furnish andpresent toCity non-privileged evidence, documentation and other information to support itsclaim, defense orother position with respect thereto. 21.5 Waiver ofConsequential Damages. Contractor waives anyclaims against City forconsequential damages arising out oforrelating tothisAgreement. This waiver includes damages incurred by Contractor forprincipal office expenses, including the compensation ofpersonnel stationed there and other components ofhome office overhead, forlosses offinancing, business andreputation, for lossofmanagement oremployee productivity orofthe services ofsuchpersons and forlossofprofit except anticipated profit arising directly from theWork being performed hereunder. This waiver is applicable, without limitation, toallconsequential damages due toeither party’stermination in 9 Rieth-RileyConstruction Co, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712017LOITBondFund; P.O. #116720 Contract NotToExceed $307,000.00 accordance with this Agreement. 22. SEVERABILITY: Ifany term ofthisAgreement isinvalid orunenforceable under any statute, regulation, ordinance, executive order orother rule oflaw, suchterm shallbedeemed reformed ordeleted, butonly totheextent necessary to comply with same, and theremaining provisions ofthisAgreement shall remain infullforce andeffect. 23. NOTICE: Any notice provided for inthis Agreement will besufficient ifitisinwriting andisdelivered bypostage prepaid U.S. certified mail, return receipt requested, tothe party tobenotified attheaddress specified herein: IftoCity: CityofCarmel AND CityofCarmel Engineering Department Office ofCorporation Counsel One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 IftoContractor: Rieth-Riley Construction Co., Inc. PO Box276 Indianapolis, Indiana 46206 Notwithstanding theabove, notice oftermination under paragraph 19 hereinbelow shall beeffective ifgiven orally, aslongaswritten notice isthen provided as set forth hereinabove within five (5) business days from thedate ofsuchoral notice. 24. TERMINATION: 24.1 Notwithstanding anything tothecontrary contained inthis Agreement, City may, upon notice to Contractor, immediately terminate thisAgreement forcause, inthe event ofadefault hereunder by Contractor and/orifsufficient funds arenotappropriated orencumbered topay for theGoods and Services tobeprovided hereunder. Inthe event ofsuch termination, Contractor shall beentitled to receive onlypayment for theundisputed invoice amount representing conforming Goods and Services delivered asofthe date oftermination, except thatsuch payment amount shallnot exceed theContract Price amount ineffect atthe time oftermination, unless the parties have previously agreed inwriting toagreater amount. 24.2 Citymay terminate thisAgreement atanytimeupon thirty (30) days prior notice toContractor. Inthe event ofsuch termination, Contractor shallbe entitled toreceive onlypayment forthe undisputed invoice amount ofconforming Goods andServices delivered asofthe date oftermination, except thatsuch payment amount shall not exceed theContract Price amount ineffect atthetime of termination, unless theparties have previously agreed inwriting toagreater amount. 25. REPRESENTATIONS AND AUTHORITY TO EXECUTE: Theparties represent and warrant that theyareauthorized toenterinto this Agreement andthatthe persons executing this Agreement havethe authority tobind theparty which they represent. 10 Rieth-RileyConstruction Co, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712017LOITBondFund; P.O. #116720 Contract NotToExceed $307,000.00 26. FINAL COMPLETION AND CLOSEOUT: Inaddition toany requirements forfinal completion and closeout listed inGeneral and Supplementary Conditions, asacondition offinal payment andContract closeout, Contractor certifies orshall submit toCity thefollowing: a. Contractor certifies that payrolls, billsformaterials and equipment, and other indebtedness connected with theWork, forwhich CityorCity’sproperty might beresponsible orencumbered, lessamounts withheld bytheCity) have been paid orotherwise satisfied; b. Anyapplicable Contractor guarantees andwarranties; c. Acertificate evidencing thatinsurance required bytheContract Documents toremain inforce after final payment iscurrently ineffect; d. Consent ofsurety, ifany, tofinal payment; e. As-constructed record copyoftheContract Documents marked toindicate field changes and selections made during construction; f. Ifapplicable, allmanufacturer’swarranties, product data, testing and/orinspection results or reports, and maintenance andoperations manuals; g. Ifrequired byCity, other data establishing payment orsatisfaction ofobligations, such as receipts, or releases andwaivers ofliens, claims, security interests, orencumbrances, arising outoftheContract, totheextent and insuch form asmay bedesignated byCity; h. Anyother submittals required bythe Contract Documents; and i. Satisfactory evidence that any claims orliens filedhave been discharged orsatisfied. Ifan architect, aconsultant, orasubcontractor, orother person orentity providing services orwork fortheContractor, refuses tofurnish arelease orwaiver required byCity, theContractor may furnish abond satisfactory tothe Citytoindemnify City against such liens, claims, security interests, orencumbrances. Ifsuch liens, claims, security interests, orencumbrances remains unsatisfied after payments aremade, the Contractor shall refund toCity allmoney that City may becompelled topayin discharging such liens, claims, security interests, orencumbrances, including allcosts and reasonable attorney’sfees. 27. TERM: Unless otherwise terminated inaccordance with thetermination provisions under Contract Documents hereinabove, this Agreement shall beineffect from the Effective Date through satisfactory completion ofthe Work and delivery ofallGoods andServices according totheestablished schedule. 28. HEADINGS: Allheading and sections ofthis Agreement areinserted forconvenience onlyand donotform apartofthis Agreement norlimit, expand orotherwise alterthe meaning ofany provision hereof. 29. BINDING EFFECT: The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound totheother with respect toallofthecovenants, terms, warranties and obligations set forth inAgreement. 30. NOTHIRD PARTY BENEFICIARIES: This Agreement gives norights orbenefits toanyone other than Cityand Contractor. 31. DEBARMENT AND SUSPENSION: 31.1 The Contractor certifies byentering intothisAgreement that neither itnoritsprincipals nor any of its 11 Rieth-RileyConstruction Co, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712017LOITBondFund; P.O. #116720 Contract NotToExceed $307,000.00 subcontractors arepresently debarred, suspended, proposed fordebarment, declared ineligible orvoluntarily excluded fromentering into this Agreement byanyfederal agency orbyanydepartment, agency orpolitical subdivision ofthe State ofIndiana. The term “principal” forpurposes ofthis Agreement means anofficer, director, owner, partner, key employee orother person with primary management orsupervisory responsibilities, oraperson who has acritical influence onorsubstantive control over the operations ofthe Contractor. 31.2 TheContractor certifies thatithasverified thestate andfederal suspension and debarment status forallsubcontractors receiving funds under this Agreement and shallbesolely responsible forany recoupment, penalties orcosts that might arise from useofasuspended ordebarred subcontractor. The Contractor shall immediately notify theCity ifany subcontractor becomes debarred orsuspended, andshall, attheCity’srequest, take allsteps required bytheCity toterminate itscontractual relationship with the subcontractor for work tobeperformed under thisAgreement. 32. PRIOR WORK: Inthe event that Contractor has delivered anyGoods and Services and/orperformed any oftheWork under this Agreement prior tothe date ofthisAgreement, pursuant toanauthorization toproceed orverbal directive issued byCity toContractor oraletter ofintent orverbal understanding entered into byand between Cityand Contractor, thisAgreement andalloftheterms andconditions thereof, including the payment obligations of Cityforsuch prior deliveries and/orperformance, shall govern such priordeliveries and/orperformance tothe same extent asthough they were performed ordelivered after the date hereof, andany amounts that were earned byContractor and paid byCity toContractor, orearned byContractor and still tobepaid byCity to Contractor, forsuch other previously delivered Goods andServices orperformed Work, shallbeapplied asa credit against Contractor’soverall compensation under this Agreement. 33. RIGHT TO ATTORNEY FEES: Inthe event City employs attorneys orincurs other expenses itmay deem necessary toprotect orenforce its rights under the Agreement where Contractor isindefault orbreach oftheAgreement, orCity otherwise is required toundertake performance ofContractor’sobligations hereunder because ofContractor’sfailure or refusal toperform, Contractor agrees topay theattorney fees, costs and expenses soincurred byCity. Furthermore, wherever intheAgreement Contractor agrees topayexpenses incurred byCity such expenses shall include, but are notlimited to, attorney fees incurred byCity. 34. DRUG FREE WORK SITE: Contractor anditsemployees shall comply withallprovisions ofthe Drug Free Workplace Act of1988 as amended. Theunlawful manufacture, distribution, dispensation, possession oruse ofacontrolled substance intheworkplace isprohibited. Contractor isresponsible forthedevelopment implementation, administration and enforcement ofaformal substance abuse policy (“Substance Abuse Policy”) which, as, aminimum, meets the standards set forth bythe City. 35. COMPLIANCE WITH IND. CODE § 5-16-13: Totheextent that this Project andAgreement issubject totherequirements ofIndiana Code § 5-16-13et seq., which areincorporated byreference as iffully restated herein, Contractor shallcomply with all applicable requirements setforththerein. 36. ACCESS TOPUBLIC RECORDS ACT: Contractor understands andagrees that any “public record”, asthat term isdefined inIndiana Code 5-14-3- 2(m), asamended, that isrelated to the subject matter ofthe Contract, whether the same isinthe 12 Rieth-RileyConstruction Co, Inc. Engineering Department - 2025 Appropriation #2200 044-628.712017LOITBondFund; P.O. #116720 Contract NotToExceed $307,000.00 possession or control ofContractor orCity, shall besubject torelease under and pursuant tothe provisions ofIndiana’sAccess toPublic Records Act, ascodified inIndiana Code 5-14-3-1, etseq., asamended. 37. COMPETING LAWS: As between inconsistent provisions among Federal, Stateandlocal laws, Contractor should generally comply withthe more stringent requirement, unless aFederal law, rule orregulation requires thatthe affected Federal provision be observed, notwithstanding theexistence ofamore stringent applicable State orlocal requirement. 38. IRAN CERTIFICATION: Pursuant toI.C. § 5-22-16.5, theContractor shallcertify that, insigning thisAgreement, itdoes notengage in investment activities within the Country ofIran. 39. ADVICE OFCOUNSEL: Theparties warrant thattheyhave read thisAgreement and understand it, have hadtheopportunity toobtain legal advice and assistance of counsel throughout thenegotiation ofthisAgreement, andenter intosame freely, voluntarily, andwithout anyduress, undue influence orcoercion. 40. ENTIRE AGREEMENT: ThisAgreement, together with anyexhibits attached hereto orreferenced herein, constitutes the entire agreement between Contractor andCitywith respect tothesubject matter hereof, and supersedes allprior oral orwritten representations andagreements regarding same. Notwithstanding any other term orcondition setforth herein, butsubject toparagraph 16hereof, totheextent any term orcondition contained inany exhibit attached tothisAgreement orinanydocument referenced herein conflicts withanyterm orcondition contained in thisAgreement, the term orcondition contained in thisAgreement shall govern andprevail. This Agreement mayonly bemodified bywritten amendment executed byboth parties hereto, ortheir successors ininterest. 13 EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker’s Compensation & Disability Statutory Limits Employer’s Liability: Bodily Injury by Accident/Disease: $1,000,000 each employee Bodily Injury by Accident/Disease: $1,000,000 each accident Bodily Injury by Accident/Disease: $1,000,000 policy limit Commercial General Liability: General Aggregate Limit (other than Products/Completed Operations): $6,000,000 Products/Completed Operations: $5,000,000 Personal & Advertising Injury Each Occurrence Limit: $5,000,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Injury and Property Damage: $5,000,000 each occurrence Umbrella Excess Liability If a commercial umbrella liability policy is used to satisfy the minimum limits of liability requirements, the combined limits must equal these minimum limits of liability. COMMUNICATIONS EQUIPMENTSITE LEASEAGREEMENT BETWEEN THECITYOFCARMEL,INDIANA, AND T-MOBILECENTRALLLC, ADELAWARE LIMITEDLIABILITYCOMPANY TMOSignatory Level:L07,SL07 NLG-111377 TABLE OFCONTENTS Page 1.LEASED PREMISES........................................................................................................1 2.USE....................................................................................................................................2 3.TERM................................................................................................................................3 4.RENT.................................................................................................................................4 5.EASEMENTS....................................................................................................................5 6.CONSTRUCTION, SCHEDULING, ANDDOCUMENTATION..................................5 7.UTILITY COSTS..............................................................................................................6 8.HOLDING OVER.............................................................................................................7 9.NOTICE.............................................................................................................................7 10.LIABILITY AND INDEMNITY......................................................................................7 11.TERMINATION................................................................................................................8 12.DEFAULT.......................................................................................................................10 13.TAXES.............................................................................................................................10 14.INSURANCE and BONDING........................................................................................11 15.FIXTURES......................................................................................................................11 16.MEMORANDUM OFLEASE........................................................................................12 17.ASSIGNMENT AND SUBLETTING BYTENANT.....................................................12 18.PERMITS.........................................................................................................................12 19.DEBT SECURITY...........................................................................................................12 20.ENVIRONMENTAL MATTERS...................................................................................13 21.SIGNAGE........................................................................................................................14 22.TITLE..............................................................................................................................14 23.CONDEMNATION/ABANDONMENT........................................................................14 24.QUIET ENJOYMENT.....................................................................................................14 25.CONTINGENCIES..........................................................................................................15 26.INTERFERENCE............................................................................................................15 27.ITEMS TOBE DELIVERED TO TENANT..................................................................17 28.COMPLIANCE................................................................................................................17 29.LIENS..............................................................................................................................17 30.FORECLOSURE AND RECEIVERSHIP......................................................................18 31.CASUALTY....................................................................................................................18 32..............................................................................19 33.ENTIRE LEASE AND BINDING EFFECT...................................................................19 34.GOVERNING LAW........................................................................................................19 35.NON-BINDING UNTIL FULLY EXECUTED..............................................................19 36.COUNTERPARTS..........................................................................................................19 37.AMENDMENT/WAIVER..............................................................................................19 38.ESTOPPEL......................................................................................................................19 39.NOELECTRONIC SIGNATURE/NOOPTION............................................................20 40.SEVERABILITY.............................................................................................................20 41.MAINTENANCE............................................................................................................20 i TMOSignatory Level:L07,SL07 NLG-111377 COMMUNICATIONSEQUIPMENTSITELEASEAGREEMENT THIS 5, between theCity of Carmel, Indiana, acting byandthrough itsBoard ofPublic Works andSafety orthe andT-MobileCentralLLC, aDelawarelimitedliabilityCompany havingaplaceof thbusinessat12920SE38Street, Bellevue, WA98006 WHEREAS, Landlord andTenantentered intoaLeasedated April19, 2000(asamended Agreement Exhibit A),asamended bythatcertain First Lease Amendment datedOctober 16, 2013 (the asamended bytheAmended and Restated FirstLease Amendment asamended bythe Second Lease Amendment datedFebruary 1st, 2017, andas amended byThird Amendment dated whereby Landlordleased toTenanta portion ofgroundland (said leased portion, together with those certain access, utility and/ormaintenance easements and/orrights ofwaygranted in the Premisesalong withspace ona285-foot high latticetowerstructure (the located at473 ThirdAvenue SW, Carmel, Indiana 46032 WHEREAS,Landlordand Tenantnow desire toenter into thisnewLease Agreement which willreplace andsupersede theOriginal Agreement initsentirety. NOW THEREFORE, inexchange forthemutual promises contained herein, Landlord andTenantagree tothe following: AGREEMENT 1.LEASED PREMISES 1.1Landlordis the ownerofafeesimpleof aparcelof landwith anaddressof 473 Third Avenue SW, Carmel,Indiana, uponwhich islocated atwohundredand eighty-five (285) foothigh latticetowerstructure(asmorefully describedinattachedExhibitB ofthissectionof theAgreementonly.Foramoreaccurateandpreciseaccountof theacreage, please seeExhibit Banditsattachments. 1.2Landlord leases toTenant, and Tenant leasesfrom Landlord aportion ofthe ground space ontheProperty of an approximately one hundred (100) square feetarea Groundon the Tower at hundred and feet above ground level (the , allasspecifically described inattached Exhibit C(the Ground Space and footage oftheLeased Premises isapproximate forthepurposes of this section oftheAgreement only. Foramore accurate andprecise account oftheLeased Premises, please seeExhibit B. 1 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 PropertyTower are represented onExhibit C wireless communications facilities attheProperty isattached hereto andincorporated byreference asExhibit E asshown inExhibit C--exclusiveeasement for ingress, egress, andutilities overthe adjacent Ground Space.Such Easements arefurther described inParagraph 5ofthis Lease (anddepicted onExhibit Dattached hereto). Nocollocated telecommunications equipment orsublease ofspace ofanykindshall be collocation and/orsublease, allasmaybefurther described inParagraph 17herein. 2.USE mited to, the following: equipment consistingof basestation(s), wireless communication equipment, antennas, remote radio heads, switch(es), power supply(ies), battery(ies), andaccessories; lines (eitherunderground or installed internally within theLeased Premises), mounting andgrounding hardware; and andtoallnecessary electrical, telephone, fiberand othersimilar utility services located of-way. Theabove-described Communications Equipment andany equipment contained therein, ifapplicable. Tenant hastheright tomakealterations atitssolecost Communications Equipment from time totimeasTenant determines tobenecessary ordesirable with theprior written approval ofLandlord, whichapproval shallnotbewithheld ordelayed. Tenant further hastheobligation, withLan equipment inorder tobeincompliance with anycurrent orfuture federal, state, orlocal mandated application, including butnotlimited to, emergency 911communication services. Additionally, inconnection with theforegoing, Tenant understands, acknowledges and Tower, isanintegral part of radio communications system used byallpublic safety andpublic service agencies within Hamilton County, Indiana, including theCity. Tenant further understands, acknowledges,and agrees thatallconstruction and building plans forthe Communications Equipmentand any modifications thereto must be 2 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 submitted forpriorapproval, inwriting, totheLandlord, before commencement ofany construction oftheCommunications Equipment orthen subsequent modification, saidapproval nottobeunreasonably withheld, conditioned, ordelayed. Notwithstanding theforegoing, any exhibits originally attached hereto shall bedeemed tobeapproved byLandlord. Landlord reserves theright toinspect theLeased Premises (upon reasonable priornotice unless anemergency situation dictates otherwise), andtomaintain the Tower Paragraph 21, stating anemergency telephone number forthepurpose ofcontacting Tenant or eesthat itsright toinspect theLeased Premises srepresentative ispresent atthe timeofanysuch inspection, which shallbe conducted atatimethatismutually agreeable totheparties. Tenant shall maintain the Leased Premises including, butnotlimited tokeeping thearea clearoftrash, debris, unused/obsolete equipment, andthe like. Additionally, Tenant shall maintain andupkeep theLeased Premises inamanner andwithafrequency thatfully satisfies thereasonable requirements of Landlord. Tower and access thereto, tokeep such good andtenantable condition, subject toreasonable wear and tear anddamage fromtheelements. Notwithstanding anything else thatmay becontained inthisAgreement, Tenant Toweras part oftheHamilton County Public Safety Radio Communications System located on Towerrelating to public safety. 3.TERM 3.1Primary Term ThisLease shallbeeffective asofthedateofexecution bybothParties, provided however thatthe primary term (Primary Term) ofthisLease willbeforfive (5) years, andwill commence onMay 3, 2025, andwillterminate onthefifth (5th) anniversary of theCommencement Date, unless extended orsooner terminated asprovided forherein. Landlord and Tenant agree that theyshall acknowledge inwriting theCommencement Dateupon request byeither party. Landlord andTenant acknowledge and agree thatthe initial rental payment(s) shall not actually be sentbyTenant untilthirty (30) days afterawritten acknowledgement confirming the Commencement Date. 3.2Extended Term Tenant isgranted the option toextend theTerm ofthisLease forthree(3) additional timeoftheexercise ofeachExtended Termindefault under this Lease beyond anyapplicable 3 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 without any action byeitherpartyunless (i) thisLease isotherwise terminated asmaybeprovided for herein or (ii) Tenant provides written notice toLandlo thenextExtended Term option atleastthirty(30) days prior toexpiration ofthethencurrent term Primary Term orExtended Term asthecase maybe). 4.RENT 4.1Monthly rentshall be inthe amount ofTwoThousand Seven Hundred andno/100 Dollars(US $2,700.00/mo thMonthlyRentshallbepaidtoLandlordonorinadvancebythefifth (5) dayofeachmonth. Rent shall beadjusted annually byanamount equal tothree percent (3%) over theRent forthe immediately preceding yearRent Adjustment. Thisnew Rent andRent Adjustmentshall supersede andreplace anyprior Rentadjustments. Any Rent received under theOriginal Agreement afterexpirationshall be applied toRentdue forthisAgreement. 4.2AllMonthly Rent payments shall bepaid toLandlord atthe address provided in Paragraph 9herein, oranother person, firmoraplace asLandlord may fromtime totimespecify byproviding Tenant with atleastsixty(60) days advance written notice thereof. 4.3In theevent thatanyportion oftheMonthly Rent payments asrequired arenotpaid toLandlord within thirty (30) days after such payment isdue, asrequired byandinaccordance with the schedule described in4.1above, amonthly late charge ofonepercent (1%) oftheunpaid andthenpastduebalance shallbepaidbyTenant foreachmonth orany portion thereof forwhich payment ispastdue andhas not beenmade. The terms ofthe immediately preceding sentence shallnotpreclude Landlord from exercising anyadditional rights itmaybeentitled tounder this Lease. 4.4Tenant understands andagrees that, asanadditional condition ofthisLease and as further partial consideration for Landlord entering intotheLease, Tenant shall berequired to useofitspreferred engineering, technical, architectural, legal and/orother technical service firms inproviding assistance toLandlord inreviewing and negotiating theterms ofthis Lease. Tenant shall, within sixty (60) days after thedateoffullexecution ofthis Lease, paytoLandlord aone-time sum of Five Thousand no/100Dollars(US $5,000.00). 4.5 Lease, including without limitation: (i) documentation, acceptable toTenant inTen Property andrighttoreceive rentalpayments andother benefits hereunder; (ii) acomplete and fullyexecuted Internal Revenue Service Form W-9, orequivalent, inaform acceptable to Tenant, forany partyto whom rental payments aretobemade pursuant tothisLease; and (iii) other theTerm ofthis Lease and within thirty (30) days of awritten request from Tenant, Landlord agrees toprovide updated Rental Documentation inaformreasonably acceptable toTenant. The Rental Documentation shall beprovided toTenant inaccordance withtheprovisions ofand atthe 4 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 address given inSection 9.Delivery ofRental Documentation toTenant shallbeaprerequisite forthepayment ofanyrentbyTenant and notwithstanding anything tothecontrary herein, Tenant shall have noobligation tomake anyrental payments until Rental Documentation has been supplied toTenant asprovided herein. Within fifteen (15) daysofobtaining aninterest inthe Property or thisLease, any assignee(s), transferee(s) orothersuccessor(s) ininterest ofLandlord shall provide toTenant Rental Documentation inthemanner setforthinthepreceding paragraph. From time totime during theTermofthis Leaseandwithin thirty (30) days ofawritten request fromTenant, anyassignee(s) ortransferee(s) ofLandlord agrees toprovide updated Rental Documentation inaformreasonably acceptable toTenant. Delivery ofRental Documentation to Tenant by anyassignee(s), transferee(s) orother successor(s) ininterest ofLandlord shall bea prerequisite forthepayment ofany rent byTenant tosuchparty and notwithstanding anything to thecontrary herein, Tenant shall have noobligation tomake anyrental payments toany assignee(s), transferee(s) orothersuccessor(s) ininterest ofLandlord untilRental Documentation hasbeensupplied toTenant asprovided herein. 5.EASEMENTS Landlord grants toTenant, forusebyTenant, itsemployees, agents, contractors and utility companies, anon-exclusive Access Easementanda non-exclusive Utility Easement, asdescribed public right of way, Third Avenue.This Access Easement may beusedby Tenant and its employees, agents andcontractors foringress andegress toandfromtheLeased Premises and the Communications Equipment from andtothenearest public orprivate road onatwenty-four (24) hour, seven(7) day aweek basis. Landlord grants toTenant, forusebyTenant, itsemployees, agents, contractors and utility companies, anon-exclusive underground Utility Easement described inExhibit Dfor the installation, operation andmaintenance ofnecessary utilities fortheLeased Premises andthe Communications Equipment. 6.CONSTRUCTION, SCHEDULING, AND DOCUMENTATION Noconstruction ontheLeased Premises will becommenced without written approval from etodevelop aconstruction schedule andplan. plan fortheLeased Premises andEasements (including thelocation ofallutilities) and the construction drawings fortheCommunications Equipment. Landlord shall, within ten (10) business days ofreceipt ofsaidconstruction drawings, give such approval whichshallnotbe unreasonably withheld ordelayed. Notwithstanding the foregoing, anyexhibits originally attached hereto shall bedeemed tobeapproved byLandlord. Tenant shall berequired toconsult with and obtain theapproval ofL start ofany construction andfollowing completion ofconstruction atthe Communications Equipment. tothe Tower, Tenant shall, within sixty (60) daysofreceipt ofadetailed invoice forand 5 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 documentation forsuchcosts, reimburse Landlord forthedirect costs, charged bythird party useoftheTower commercially reasonable. Intheevent thatTenant ischanging equipment thatdoesnotchange the Tower, Tenant shallprovide Landlord with apreliminary structural analysis setting fo equipment changes.IfTenants proposed equipment changes willresult inanincrease inthe structural loadofTenants equipment ofgreater than tenpercent (10%) above thestructural load oftheinitial equipment installed byTenant under thisLease orwithin tenpercent (10%) ofthe acceptable structural loadoftheTower, Tenant shall, within sixty (60) daysofreceipt ofadetailed invoice foranddocumentation ofsuchcosts,reimburse Landlord forthe direct costs charged by Landlords selected engineering firmtoindependently confirm that thestructural loadplaced on theTowerby theproposed equipment willremain within acceptable safety standards forthe loading capacity oftheTowerprovided such costscharged byLandlords selected firm are commercially reasonable. Tenant shallmake such reimbursement payment toLandlord within sixty (60) daysafter Landlord provides toTenant anitemized invoice evidencing such costs. Itisunderstood that during construction ormaintenance ofthe Communications Equipment, Tenantwillutilize, orcause tobeutilized, heavy trucks andequipment which may beyond ordinary wear and tear maintenance ofthe Communications Equipment causes material and/orsubstantially significant require Tenant toresurface andorrepave such surfaces intheir entirety rather thansimply patch, treat orinfill specific individual cuts, trenches orborings. installations and/ormodifications. 7.UTILITY COSTS Tenant will besolely responsible forandpromptly pay allcharges forelectricity, telephone service, oranyotherutility usedorconsumed byTenant ontheLeased Premises. Tenant will have itsownseparate utility lateral(s) andmeter(s) installed onthe Leased Premises foreachutility Tenant uses, andthe costofsuch lateral(s) andmeter(s) and installation, maintenance, andrepair thereof andanyother expense related thereto will bedirectly paidtotheutility byTenant. Tenant and Landlord shallalways be separately invoiced forallutility services. Tenant may install or improve existing utilities servicing the Communications Equipment andmayinstall anelectrical grounding system toprovide thegreatest possible protection from lightning damage tothe Communications Equipment. Tenant shallbesolely responsible forandpayany andallcosts, expenses orcharges associated withthelocating and/orrelocating ofutilityortelecommunications rerequired toserve Tenant onLeased Premises. Intheevent anypublic utilityisunable tousetheaccess oreasement provided toTenant, 6 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 thenthe Landlord agrees, ifpossible andwhen mutually acceptable, togrant additional access or aneasement either toTenant or tothepublic utility, forthebenefitofTenant, atnocosttoTenant. Any charges payable undertheLease otherthanRentshall bebilledbyLandlord toTenant within twelve (12) months fromthedate inwhich thecharges were incurred ordue; otherwise, the same shall be deemed time-barred and beforever waived andreleased byLandlord. 8.HOLDING OVER IfTenant retains possession oftheLeased Premises oranyportion thereof after thedate priorwritten consent, Tenant shallbecome aTenant onamonth-to-month basis upon allterms, covenants, andconditions ofthis Lease except thosepertaining totheLease term and, during any such month-to-month tenancy, Tenant will paymonthly rentintheamount that isequal toone- thtwelfth (1/12) ofthemostrecent Annual Rentmultiplied byonehundred fifteenpercent (115%). Tenant willcontinue occupying theLeased Premises from month-to-month untilterminated by Landlord orTenant bygiving thirty (30) days priorwritten notice totheother. 9.NOTICE Allnotices ordemands are deemed tohavebeen given ormade whenreceived viamail U.S. Postal Service) orrecognized national courier ordelivered inperson. Notices, ifmailed, shall besentbycertified, registered, orexpress mail, return receipt requested, postage prepaid, United Statesmailand addressed to theapplicable party asfollows: Landlord: CityofCarmel, Indiana Legal Department OneCivicSquare Carmel, Indiana 46032 skarn@carmel.in.gov 317)571-2795 Tenant:T-Mobile USA, Inc. 12920 S.E. 38thStreet Bellevue, WA 98006 Attn.: Lease Compliance/MW07147A Aparty maychange itsaddress towhich any notice ordemand maybegivenbywritten notice thereof totheother party. 10.LIABILITY AND INDEMNITY officers, employees, agents orvolunteers harmless from allclaims (includingreasonable costs and 7 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 contractors, invitees orlicensees occurring during the term ofthisLease inorabout theLeased Premises totheextent suchclaims werenotcaused bythe negligent orintentional actor omissions ofLandlord, itselected officials, officers, employees, agents orvolunteers. Landlord shall promptly sendTenant notice ofany claim forwhich indemnification issought. Landlord shall not makeany admission astoliability oragree toanysettlement oforcompromise anyclaim without ll, at negotiations and litigation. Notwithstanding theforegoing, Tenant shall not indemnify and hold harmless Landlord from andagainst anyclaims, damages, costs andexpenses totheextentcaused byorarising outofthenegligent actsoromissions orwillful misconduct intheoperations or activities ontheLandlord Parcelby Landlord orits employees, agents, contractors, licensees, tenants and/orsubtenants, orabreach ofany obligation ofLandlord underthis Lease.The provisions ofthisParagraph willsurvive thetermination ofthisLease. 11.TERMINATION 11.1 thisLease, this Lease may beterminated atanytimeuponany ofthefollowing events: 11.1.1.ByTenant if (i) theapproval ofanyagency, board, court, oranyother governmental authority necessary fortheconstruction and/oroperation ofthe Communications Equipment cannot beobtained oriscanceled, expires, lapses oris revoked, orifTenant determines thecost ofobtaining suchapproval isprohibitive, or (ii) Tenant determines thatanysoil boringtests orstructural analysis isunsatisfactory; 11.1.2.ByTenant anytime prior totheCommencement Date; or 11.1.3.ByTenant ifTenant determines thatthe Leased Premises arenot appropriate forlocating theCommunications Equipment for technological orfornetwork economic and integrationreasons, including, butnotlimited to, signalinterference. 11.1.4.ByLandlord ifTenant issubject toanaction contemplated under Paragraph 30herein. 11.1.5.ByLandlord inaccordance with Paragraph 11.4or11.5. 11.2Tenant will giveLandlord sixty (60) dayswritten notice oftermination ofthis Lease under the terms ofParagraphs 11.1.1, 11.1.2, and 11.1.3above. Upon suchtermination, neither partywillowe anyfurther obligations tothe other under thisLease except fortheindemnities and hold harmless provisions inthis Lease, theprovisions ofParagraph 10ofthis Lease and the provisions ofParagraph 11.3, , andParagraph 23ofthisLease. Intheevent Tenant terminates this Lease forthereasons setforth inParagraphs 11.1.2, or11.1.3aboveorLandlord terminates this Lease forthereasons set forthinParagraph 30orParagraph 12.1, Tenant shallpayLandlord a termination feeequal tosix (6) months ofannual Rent, atthethen current rate. 8 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 11.3Within ninety (90) days afteranyevent oftermination, expiration orabandonment ofthisLease, Tenant, unless otherwise requested byLandlord within thirty (30) days after such event, shallremove alloftheCommunications Equipment from theLeased Premises andrestore theLeased Premises tosubstantially thesamecondition itwasinasoftheCommencement Date ofthisLease, asnear aspracticable (including ifapplicable theremoval ofconcrete pads and Equipment fromtheTower, Tenant shall beresponsible foranycostoractivity required torestore theLeased Premises and theTower satisfaction. Intheevent Tenant doesnotremove theCommunications Equipment andrestore the Leased Premises inaccordance with this Section, Landlord shall beentitled torecover fromTenant allactual and direct costsorexpenses inremoving anddisposing ofthe Communications Equipment andrestoring theLeased Premises. This obligation shall survive thetermination ofthis Lease. 11.4Should Landlord through theproper action ofitsCityCouncil determine thatthe Leased Premises arenecessary forpublic, health, safety and/orwelfare purposes, Landlord may terminate thisLease. Any suchtermination forsuch limited purposes shallnot occur during the Primary TermoftheLease but will occur only during anExtended Termorsubsequent holdover period. Upon anysuch termination forsuchlimited purposes, Landlord willgive Tenant three hundred and sixty-five (365) days advance written notice ofthe termination date, and Landlord otherrealproperty owned byLandlord anddetermined suitable for suchuse byLandlord, towhich Tenant could permanently relocate and continue operating itsCommunications Equipment under materially and substantially similar terms andconditions asthisAgreement. Ifasuitable alternate anddetermined suitable for suchusebyLandlord, isnotagreed upon within thefirstthreehundred (300) days ofsuch notice period, Landlord agrees towork ingoodfaith withTenant andmake available toTenant a operate temporary transmitting/receiving facilities, including aso--on-wheels (or some materially similar arrangement) until apermanent location isagreed upon and the Communications Equipment isre-installed atsuchnew location, butnottoexceed twelve (12) months following thetermination date selected byLandlord asdescribed hereinabove. Upon termination without relocation, neither partywillowe any further obligations under thisLease except fortheindemnities andhold harmless provisions andtheprovisions ofParagraph 10, and Paragraph 23ofthis Lease. 11.5Toweras apartofHamilton County Public Safety Radio Communications Systemis paramount totherights operate andmaintain would Communications Equipment, intheunlikely and unforeseen occurrence ofsuchanevent, should Landlord determine initssole discretion that atemporary shutdown and/orpermanent termination righttotakesuchanaction without further liability orobligation toTenant. Notwithstanding 9 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 anything contained herein tothe contrary, intheeventthat Landlord exercises itsright totake such actionorotherwise inexercising itsdutytomaintain theTower, Landlord shall useitsbestefforts 12.DEFAULT 12.1If Tenant fails tocomply withany provision ofthis Lease andsuch failure isnot cured within thirty (30) days after receipt ofwritten notice thereof sent byLandlord toTenant, orLandlord may terminate thisLease without affecting itsrighttodemand, suefor, andcollect allofitsdamages thirty (30) days, Tenant will not bedeemed tobeindefault under thisLease ifTenant commences curing suchdefault within thethirty (30) day period aforesaid andthereafter diligently effects and concludes such curewithinonehundred twenty (120) days ofnotice ofthedefault. 12.2IfLandlord failstocomply withanyprovision ofthis Lease andsuchfailure isnot cured within thirty (30) days after receipt ofwritten notice thereof sent byTenant toLandlord, ense, orTenant may terminate thisLease without affecting itsrighttodemand, suefor, andcollect allofitsdamages thirty (30) days, Landlord willnotbedeemed tobeindefault under this Lease ifLandlord commences curing such default withinthethirty (30) dayperiod aforesaid and thereafter diligently fail communications network, Tenant mayelect tocurethe failure within five (5) days after written notice thereof hasbeensentbyLandlord toTenant. 12.3Therights andremedies oftheparties assetforth inthisLease arenot exclusive andtheparties, intheevent ofabreach ofthisLease oradispute, areentitled topursue any ofthe remedies provided inthisLease, bylaw, orbyequity. 12.4Nocourse ofdealing between theparties oranydelay onthepart ofaparty to exercise anyright itmayhave under thisLease willoperate asawaiver ofany oftherights provided hereunder orbylaworequity, norwillanywaiver ofany priordefault operate asthe waiver ofanysubsequent default, andnoexpress waiver willaffectanytermorcondition other thantheone specified insuchwaiver andtheexpress waiver willapply onlyforthetime and manner specifically stated. 13.TAXES Tenant shall have the responsibility topayany personal property, real estate taxes, assessments, orcharges owed ontheLandlords Parcelwhich Landlord demonstrates isthe result ofTenants useoftheLeased Premises and/orthe installation, maintenance, andoperation ofthe Tenants improvements, andanysalestaximposed ontherent (except totheextent thatTenant is ormay become exempt from thepayment ofsalestaxinthe jurisdiction inwhich the Parcelis located), including anyincrease inrealestate taxesatLandlords Parcel which Landlord demonstrates arisesfromtheTenants improvements and/orTenants useofthe Leased Premises. 10 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 Landlord andTenant shall each beresponsible forthepayment ofany taxes, levies, assessments andother charges imposed including franchise and similar taxes imposed uponthebusiness conducted byLandlord orTenant onLandlords Parcel. Landlord shall provide prompt and timely receiptNotwithstanding theforegoing, Tenant shallnot have theobligation topayanytax, assessment, orcharge thatTenant isdisputing ingood faith inappropriate proceedings prior toa final determination that suchtax isproperly assessed provided thatnolienattaches tothe Landlords Parcel. Nothing inthisParagraph shall beconstrued asmaking Tenant liable forany portion ofLandlords income taxes inconnection with anyLandlords Parcelor otherwise. Except assetforthinthisParagraph, Landlord shall havethe responsibility topayanypersonal property, realestatetaxes, assessments, orcharges owed ontheLandlordsParceland shall dosopriorto theimposition ofany lienontheLandlords Parcel. Tenant shall have theright, atitssole option andatitssole cost and expense, toappeal, challenge orseek modification ofany taxassessment orbilling forwhich Tenant iswholly orpartly responsible forpayment. 14.INSURANCE 14.1Tenant shall, atitssole cost andexpense, obtain andkeep inforce: i) Commercial General Liability insurance with limits notlessthan Five Million Dollars andNoCents US$5,000,000.00)each occurrence and intheaggregatefor personal injury (including death) and fordamage ordestruction toproperty;ii) Commercial Automobile Liability insurance onall owned, non-owned andhiredautomobiles withaminimum combined singlelimitofnotlessthan Three Million Dollars andNo Cents (US$3,000,000.00) each accident; andiii) workers compensation insurance providing thestatutory benefits and notlessthanOneMiller Dollars and NoCents (US$1,000,000.00)ofEmployers Liability coverageeach accident. Landlord shall be included asanadditional insured asitsinterest mayappear, withrespects tothecommercial general liability andcommercial automobile liabilitypolicies. Tenant shalldeliver toLandlord, within sixty (60) days aftertheexecution ofthisLeaseandannually thereafter upon request for theterm ofthisLease, satisfactory documentation andcertificates evidencing theexistence andamounts of asrequired ofTenant. Further suchinsuranceshall, upon therequest oftheLandlord, beincreased with theexercise ofeach Extended Term toanamount thatadequately reflects any changes in economic conditions asmutually agreed uponbyLandlord andTenant. 15.FIXTURES field lighting installed, constructed, erected orplaced byTenant ontheLeased Premises orother realproperty owned byLandlord, will beorbecome, orbeconsidered asbeing, affixed toorapart notwithstanding, itisthespecific intention ofLandlord tocovenant andagree hereby thatall personal property andimprovements ofeverykindandnature, installed, constructed, erected, or placed byTenant on theLeased Premises, orotherrealproperty owned orleased byLandlord, will, subject toParagraph 23herein, beandremain theproperty ofTenant despite anydefault or termination provided that Tenant atitsexpense restores theLeased Premises pursuant toParagraph 11.3. 11 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 16.MEMORANDUM OFLEASE Afterpreparation ofthelegaldescription oftheLeased Premises, Access Easement,and Utility Easements,eachparty, attherequest oftheother, willsign aMemorandum ofLease and Easements. Tenant, atitssoleexpense, mayrecord theMemorandum ofLease and Easements in theland records ofthe recording office(s) reasonable fornotice purposes. 17.ASSIGNMENT AND SUBLETTING BYTENANT Tenant shall have theright to assign itsrights under thisLease onlyupon prior written notice toandwiththeconsent ofLandlord, which shallnotbeunreasonably withheld. Notwithstanding anyoftheforegoing, Tenant maywithout consent ofLandlord, butwith written notice toLandlord(unless suchprior notice isprohibited byapplicable law, including applicable securities law), assign thisLease initsentirety toanyprincipal, affiliates, subsidiaries ofits principal ortoanyentitywhich acquiresall orsubstantially allofTenants assets inthe market defined bytheFederal Communications Commission inwhich thePremises islocated byreason ofamerger, acquisition orotherbusiness reorganization. InnoeventshallTenant havetheright tosublet, through collocation orotherwise, anyportion oftheLeased Premises tothirdparties or others, except thisprovision shallnotapply toany roaming ormobile virtual network operating agreements Tenant mayhavewith third parties.Anyassignment byTenant shall notbeconsidered anovation byTenant unless expressly agreed toinwriting byLandlord. 18.PERMITS Landlord acknowledges thatTenant willbecontacting theappropriate localgovernmental agencies for the purposes ofobtaining all building permits and approvals, zoning changes and/or approvals, variances, usepermits, andother governmental permits andapprovals (collectively Communication Facility. Landlord agrees toreasonably cooperate withTenant inapplying for suchPermits and, without limiting thegenerality oftheforegoing, toexecute anyapplications, maps, certificates orotherdocuments thatmayreasonably berequired inconnection with the Permits. 19.DEBT SECURITY security deed, assign, create asecurity interest in, orotherwise execute anddeliver any orall alloftheCommunications Equipment. allowed byLaw, Landlord sha yrent any estinortothisLease and theCommunications Equipment; andconsent non- 12 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 20.ENVIRONMENTALMATTERS 20.1Environmental Laws pollution or protection ofhuman health ortheenvironment, including, without anylimitation, the asamended, 42U.S.C. §9601etseq., theResource Conservation andRecovery Actof1976 threatened releases ofanyHazardous Material into theenvironment(including without limitation ambient air, surface water, ground water orland), or otherwise relating tothe generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport, orhandling of Hazardous Materials and any and allregulations, codes, standards, plans, orders, decrees, judgments, orinjunctionsissued, entered, promulgated orapproved thereunder. 20.2Hazardous Materials dangerous waste, substance ormaterial, oranyother substance ormaterial regulated orcontrolled pursuant toany Environmental Lawdue toitsdangerous ordeleterious properties or characteristics, including, without limiting thegenerality oftheforegoing, asbestos, PCBs, petroleum products (including crude oil, natural gas, natural gas liquids, liquefied natural gas or synthetic gas) oranyother substance defined asahaz anyEnvironmental Law. 20.3 Access EasementandUtility Easements,andanyothereasement affecting thePremises, together with improvements thereon, are, tothebestofitsknowledge, freeofHazardous Materials. Landlord shall beresponsible forallobligations ofcompliance with allEnvironmental Laws, except tothe extent thatanyfailure tocomply with arequirement iscaused bytheactivities of Tenant. 20.4 standards whichcurrently exist orasmaybemodified during thePrimary TermoranyExtended Terms ofthisLease. Failure tocomply with allsuchFCC standards willenable Landlord to terminate thisLease pursuant totheprovisions ofParagraph 12ofthisLease. 20.5Tenant, inconducting itsactivities pursuant tothisLease will comply withall Environmental Laws. Tenant shallhold Landlord harmless andindemnify Landlord from and rpayment of penalties, sanctions, forfeitures, losses, costs, ordamages) and forresponding toanyaction, notice, claim, order, summons, citation, directive, litigation, investigation orproceeding whichresults from any (i) failure byTenant tocomply with anyapplicable Environmental Lawsexcept tothe extent thatanysuchnon-compliance iscaused byLandlord, itselected officials, officers, employees, agents, orvolunteers; and (ii) environmental orindustrial hygiene conditions tothe extent resulting from theactivities ofTenant. Tenant shall notberesponsible for any existing environmental conditions, including anycontamination, which existed prior tothedateofthis Lease orto anyenvironmental conditions orcontamination totheextent notcaused byTenant or thoseacting onitsbehalf. 13 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 20.6Notwithstanding anything tothecontrary contained in thisLease, in the eventthe Premises areor uponwritten notice toLandlord. 21.SIGNAGE Tenant shallnot place any signs orother notices onthe Leased Premises without Landlords priorreview andwritten approval unless such signage isrequired byagovernmental orregulatory entity with theappropriate authority require Tenant topost signs orothernotices on the Leased Premises. IfTenant issorequired, Tenant shallcomply with such requirements and shallprovide Landlord of written evidence of such requirement uponrequest. 22.TITLE Landlord represents and warrants toTenant that Landlord, tothebest ofitsknowledge, has Easement, andthe Utility Easements, free and clearofallliens, encumbrances andexceptions, of duration andquality equaltothat conveyed toTenant bythisLease. Landlord shall warrant and defend thesame toTenant against theclaims and demands ofallpersons andentities. 23.CONDEMNATION/ABANDONMENT Ifany governmental, public body orother condemning authority takes, orifLandlord transfers inlieu of such taking, allorpartoftheLeased Premises, Access Easement orUtility Easements thereby making itphysically orfinancially infeasible for the Leased Premises tobe used inthe manner intended byLease, Tenantshallhavetherighttoterminate thisLease effective asofthedate ofthetaking bythecondemning partyand the rental shall beprorated appropriately. Ifonly aportion oftheLeased Premises, Access orUtility Easements istaken, and Tenant does notelecttoterminate thisLease under thisprovision, then thisLease shallcontinue but rental payments provided under thisLease shall abateproportionately astothe portion takenwhich is notthenusable byTenant, andLandlord may, initssole discretion, choose tomake allreasonable andnecessary repairs andalterations torestore theportion oftheLeased Premises, Access Easement, andUtility Easements remaining toasnear theirformer condition ascircumstances will Intheevent ofany condemnation, taking orconveyance inlieuthereof which results ina termination ofthisLease, Landlord willnotbeentitled tothatportion, ifany, ofanaward made to preciation, thecostofremoval of Intheevent theCommunications Equipment isabandoned, otherwise leftinoperative by Tenant, orifthis Lease isterminated orterminated duetoadefault, Tenant shallremove allofthe Communications Equipment asrequired byParagraph 11.3herein. 24.QUIET ENJOYMENT 14 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 24.1Landlord covenants thatTenant, upon payment oftherent andobserving theother covenants and conditions herein upon its parttobeobserved, will peaceably andquietly holdand enjoy theright tousetheLeased Premises, Access Easement, and Utility Easements onthe terms and conditions andforthepurposes stated herein during the term ofthisLease, asitmaybe extended, without hindrance, ejection ormolestation byLandlord orany person(s) orentity(ies) claiming under Landlord. Tenant agrees togrant Landlord reasonable access tothe Leased Premises, Access Easement, andUtility Easements tomaintain andrepairtheTower. 25.CONTINGENCIES Notwithstanding anything contained herein tothecontrary, andinaddition toandnotin rights under thisLease areconditioned upon: 25.1 Leased Premises, informand substance satisfactory toTenant; and 25.2 ofallnecessary orappropriate building and construction permits andalllicenses, permits, approvals and consents from allapplicable governmental authorities necessary orappropriate for Tenant touse andoperate theCommunications Equipment onthe Leased Premises. 25.3Tenant ishereby given theright ofsurvey, soil test, radio coverage test, and to conduct anyother investigations needed todetermine ifthesurface and location ofthe Leased 25.4Tenant shall perform alltherepairs, maintenance, andupkeep necessary tosatisfy theconditions ofthis Lease andthereasonable requirements ofLandlord. Landlord may upon written request demand thatTenant perform reasonable repairs, maintenance, andupkeep activities ontheLeased Premises. Should Tenant failtorespond toarequest tomaintain, repair, orupkeep notice, Landlord shall beentitled toimmediately exercise theenforcement provisions ofParagraph 12. 26.INTERFERENCE 26.1During theterm ofthis Lease, Landlord maygrant alease, license, easement, theAccess Easement, andUtility Easements oranyother property owned byLandlord contiguous Communication Facility. IfLandlord negotiates togrant alease, license, easement, transfer, or convey anyother interests toanother entity forthe purpose ofinstalling and/oroperating a communications facility, Landlord willonlyenter into anagreement with that additional entity if there willnot beanyac Equipment ortheoperations thereof. During thecourse ofnegotiations withany new entity, said 15 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 new entity shallberequired tosubmit acopy oftheirengineering drawings andfrequency plans inthecommunications business. Tenant shall, within fifteen (15) business days ofreceipt ofsaid engineering drawings andfrequency plans, respond toLandlord andthenewentity identifying any may cause. Landlord reserves the right toconsult anindependent engineering authority for certification andverification that there may or maynotbeanyactual adverse effects orinterference However, ifsuch independent engineering authority concludes that another entitythat proposes to install forthecostsincurred byLandlord inconnection with such consultation orstudy within thirty (30) 26.2Tenant agrees thatitshall notknowingly useorknowingly permit its Communications Equipment tocreate measurable andharmful interference withequipment Landlord uses onLandlords Parcel forpurpose ofpromoting thehealth, safety orgeneral welfare ofthecommunity andTenant willuseallreasonable efforts tocause anysuch interference tocease within forty-eight (48)hoursafter receipt ofnotice ofinterference from Landlord. Ifafter receipt ofnotice ofinterference, and aftertimely completion ofaninvestigation byaperson competent by education andtraining todetermine sources andcauses ofsignalinterference, theinvestigator concludes that Tenants transmission signal orequipment isthesource ofsuch interference, Tenant shallimmediately reduce ittransmission power output atthe antennas inthe sector orsectors that aredetermined tobethesource oftheinterference, toalevel where Tenants signal nolonger generates harmful interference with the affected antenna orcommunications equipment operations. After Tenant remedies thesignal interference toLandlords reasonable satisfaction, Tenant may restore itstransmissions tofull operating power. Notwithstanding theforegoing, thepower reduction requirements recited inthis paragraph shallnotapply totheextent another party fails to cooperate withTenants investigation intothesource orcause ofthe interference (ifsuch cooperation isrequired); neither shall thetransmission power reduction requirement apply ifthe source oftheinterference isfound tobeattributable toadefect inthemanufacture, maintenance, orrepair oftheequipment experiencing theinterference, oriftheequipment experiencing the interference isrequired toaccept suchinterference asamatter oflaw. Ifinvestigation establishes thatTenants equipment isthecauseoftheinterference, andifTenant does nottimely makegood faith efforts tocuretheinterference, then Landlord willhave theright, inaddition toany other rights thatitmayhaveatlaworinequity toattempt toenjoin such interference ortoterminate this Agreement inforpurpose ofpromoting thehealth, safety orgeneral welfare ofthe community in accordance with Paragraph 11.4. Further and inaddition toany other remedy provided herein, should Tenant failtocureinterference created byitsCommunications Equipment ontheLeased Premises thatLandlord reasonably believes subjects Landlords operation oftheTowerto unreasonable risks orotherwise creates ahazard injurious ordetrimental tothepublic health, safety orwelfare oftheresidents oftheCityofCarmel,thenTenant shallupon receipt ofLandlords written request, immediately suspend itsoperation oftheCommunications Equipmentcausing such interference until such timeastheparties mutually agree thatthecondition creating such situation hasbeen resolved. 16 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 26.3Landlord will notknowingly use, nor will Landlord knowingly permit its waywhich interferes withtheCommunication Facility, the operations ofTenant ortherights of Tenant under thisAgreement. Landlord willuse all reasonable efforts tocause anysuch interference tocease within forty-eight (48) hours after receipt ofnotice ofinterference from Tenant. Intheevent anysuch interference doesnot cease within theaforementioned cureperiod thenTenant willhavetheright, inaddition toanyother rights that itmay have atlaworinequity toattempt toenjoin such interference ortoterminate this Agreement upon notice toLandlord. 26.4 toallow Tenant toevaluate thepotential for interference. Tenant warrants thatitsuseofthe Communication Facility willnotmaterially interfere with existing radiofrequency user(s) on Tenant, aslongassuch radiofrequency user(s) operate andcontinue tooperate within their respective frequencies and inaccordance withallapplicable lawsandregulations. 27.ITEMS TOBEDELIVERED TO TENANT Within ten (10) daysfollowing the lastdate ofexecution ofthisLease, Landlord shall, to theextent available, deliver toTenant anaccurate copyofallengineering reports, environmental audits, surveys, plats, plans, blueprints and otherdrawings rela Leased Premises. 28.COMPLIANCE Landlord represents andwarrants thattothe bestofitsknowledge alloperations conducted local statutes, codes, andregulations. Landlord agrees thatitwill conduct itsoperations inthe future inaccordance with allsuch statutes, codes andregulations. Landlord shallmaintain Towerin compliance with allapplicable law, including, butnotlimited to, allrules and regulations enforced bytheFederal Communications Commission withregard to thelighting andmarking ofcommunication towers. Landlord isnotrequired toobtainanyconsent Parcel inorder forTenant toconstruct, operate, maintain oraccess theCommunications Equipment. During theterm ofthis Lease, Tenant willcomply with allapplicable lawsrelating to ontheLeased Premises oranynuisance. 29.LIENS Tenant shall keep theLeased Premises freefrom anyliens arising outofany work performed, materials furnished orobligations incurred byoron behalf ofTenant andshall indemnify, defend and holdLandlord harmless from allclaims, costsandliabilities, including 17 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 lien. Tenant shallcauseanysuch lien imposed ontheLeased Premises tobereleased ofrecord by payment orposting ofaproper bond within thirty (30) daysafter written request byLandlord. 30.FORECLOSURE AND RECEIVERSHIP 30.1Upon the filingofanyvoluntary orinvoluntary petition under the Bankruptcy Code byoragainst Tenant orany action forforeclosure orother judicial saleofTenant and/or Communication Facilities located on theLeased Premises, Tenant shall sonotifyLandlord within areasonable time. 30.2Upon notice byTenant, inaccordance with30.1above (orthirty (30) days following such filing oraction byoragainst Tenant, whichever comes first), Landlord shall have theright toterminate, pursuant totheprovisions ofParagraph 11.1.3, leasehold interest, subject to anyapplicable provisions ofLaw, including theBankruptcy Code, onehundred andtwenty (120) days after the appointment ofareceiver ortrustee totake over and conduct thebusiness ofthe Tenant, whether inreceivership, reorganization, bankruptcy, orother actionorproceeding, unless suchreceivership ortrusteeship shallhave been vacated priortotheexpiration ofsaidonehundred andtwenty (120) days orunless: 30.2.1.Within onehundred and twenty (120) days after election orappointment, suchreceiver ortrustee shall havefully agreed tocomply withalltherequirements and obligations ofthisLease andremedied alldefaults hereunder; and 30.2.2.Saidreceiver ortrustee, withinsaidonehundred andtwenty (120) days, shall haveexecuted anagreement, duly approved byacourthaving jurisdiction over the Tenant and/orCommunications Facilities, whereby such receiver orhistrustee assumes and agrees tobebound byeachandevery provision ofthisLease. 31.CASUALTY forty-eight (48) hours ofaknown useofthe Leased Premises, Rentshall abate onapro ratabasis inproportion tothedegree towhich Equipment unsuitable, ineitherLandlo thisAgreement byproviding written notice tothenon-terminating party, which termination will beeffective asofthedateofsuchdamage ordestruction and must beprovided within ninety (90) days ofthecasualty. Upon such termination, Tenant willbeentitled tocollect allinsurance proceeds payable toTenant on account thereofandtobereimbursed foranyprepaid Rent by Landlord onaprorata basisminusanyamounts that Tenant may otherwise receive asinsurance proceeds ascompensation forthe loss ofsuch prepaid Rent toLandlord. Ifnotice oftermination isgiven, orifLandlord orTenant undertake torebuild theLeased Premises, Landlord agrees to useitsreasonable efforts topermitTenant toplace temporary transmission and reception facilities theprovisions ofParagraph 11.4, withnoincrease inRent (other thanannual escalators), untilsuch 18 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 timeasTenant isabletoactivate areplacement transmission facility atanother location orthe reconstruction oftheLeased Premises iscompleted. 32. Landlord waives any andalllienrights itmayhave, statutory orotherwise, concerning the Communication Facility oranyportion thereof. The Communication Facility shallbedeemed personal property forpurposes ofthisAgreement, regardless of whether anyportion isdeemed real 33.ENTIRE LEASE AND BINDING EFFECT This Lease withits exhibits constitutes the entireagreement between Landlord andTenant; noprior written promises orprior contemporaneous orsubsequent oralpromises orrepresentations willbebinding. ThisLease willnotbeamended orchanged except bywritten instrument signed bytheparties hereto. Captions hereinareforconvenience ofreference onlyandneither limit nor amplify theprovisions ofthis Lease. Ifanyterm, covenant, condition orprovision ofthis Lease orapplication thereof shall, toanyextent, beinvalid orunenforceable, theremainder ofthis Lease shall notbeaffected thereby and shall bevalid and enforceable tothefullest extent permitted by law. Theprovisions ofthisLease shallbebinding upon andinure tothebenefit oftheheirs, executors, administrators, successors, and assigns ofLandlord andTenant. 34.GOVERNING LAW ThisLeaseshallbeconstrued andgoverned inaccordance with thelawsoftheState of Indiana. Any dispute arising hereunder shall belitigated intheappropriate courts with jurisdiction overHamiltonCounty, Indiana. 35.NON-BINDING UNTIL FULLY EXECUTED This Lease isnotandshallnotbebinding oneitherparty untilandunlessitisfullyexecuted by bothparties. 36.COUNTERPARTS ThisLease maybeexecuted intwoormore replicate counterparts, eachofwhich shallbe deemed anoriginal. 37.AMENDMENT/WAIVER ThisAgreement cannot beamended, modified orrevised unless done inwriting andsigned byanauthorized agent oftheLandlord andanauthorized agent oftheTenant. Noprovision may bewaived except inawriting signedbyboth parties. 38.ESTOPPEL 19 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 Eitherparty will, atany timeuponthirty (30) business days priorwritten notice from the other, execute, acknowledgeand deliver to theotherastatement inwriting (i) certifying that this Agreement isunmodified and infullforce and effect (or, ifmodified, stating thenature ofsuch modification andcertifying this Agreement, assomodified, isinfullforce andeffect) andthedate towhichtheRent andothercharges are paidinadvance, ifany, and (ii) acknowledging thatthere are not, tosuch par orspecifying such defaults ifanyareclaimed. Any suchstatement maybeconclusively relied upon byany prospective purchaser orencumbrancer ofthePremises. 39.NOELECTRONIC SIGNATURE/NO OPTION Thesubmission ofthisAgreement toanypartyforexamination orconsideration doesnot constitute anoffer, reservation oforoption forthePremises based ontheterms setforth herein. This Agreement willbecome effective asabinding Agreement only upon the handwritten legal execution, acknowledgment and delivery hereof byLandlord andTenant. 40.SEVERABILITY Ifanyterm orcondition ofthisAgreement isfound unenforceable, theremaining terms andconditions willremain binding upon theparties asthough saidunenforceable provision were notcontained herein. However, ifthe invalid, illegalorunenforceable provision materially affects this Agreement thenthe Agreement maybeterminated byeither party onten (10) business days prior written notice totheother party hereto. 41.MAINTENANCE Should Landlord determine thatmaintenance needstobeconducted orrepairs need tobe performed, on/totheTowerfor public, health, safety and/orwelfare purposes, Tenant shall temporarily modify, moveorrelocate itsCommunications Equipment (withintheLeased Premises all emergency nature) required byLandlord thatwould necessitate such temporary modification, Tenant atleastonehundred andeighty (180) days advance written notice ofsuchanticipated maintenance and/orrepair date. Incircumstances where Tenant cannot simply modify its maintenance and/orrepairs, Landlord willingoodfaith workwith Tenant tofindasuitable alternate siteo move orrelocate itsCommunications Equipment orother temporary operating equipment s Parcel. The parties understand andagree thatsuch aneed fortemporary Communications Equipment may require Tenant toinstall and operate various types oftemporary transmitting/receiving facilities, including butnotlimited to: aso-called, orinstalland operate a on-wheels (orsome materially similar arrangement), atemporary lattice or monopole antenna, ballast antenna, orsimilar. Landlord shallprovide Tenant notice assoon as nd repair work andTenant willbe 20 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 entitled tore-install its equipment upon theToweror elsewhere within theLease Premises inthe same location andinthe same manner asbefore therelocation. Signature page toimmediately follow. 21 TMOSiteID:MW07147A TMOLeaseID:54034 TMOSignatory Level:L07,SL07 NLG-111377 EXHIBIT A ORIGINAL AGREEMENT A-1 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 S^ .DodUSign EnVfelopeID; EA726DD6-1AAF-4DC7-A30E-041F1A615FD6 SECOND LEASE AMENDMENT this SECOND LEASE AMENDEMENT (this “Second Amendment”'> is made and entered as 20i|7betweentheCityofCarmel, Indiana, actingbyandthrough . itsBoard ofPublic;Works andSafety (“Landlord”) and TrMobile Central LLC assuccessor-in- • fetv (“Landlord”) and TrMobile Central LLC assuccessor-in- interesttoOnmipoint Communications Midwest Operations LLC, (“Ten^”). Recitals ofFactandPurpose: A. Landlord : and Tenant executed a Lease dated : as of April 19, 2000, a First . Amendment dated October 16, 2013 (the “Originai First Amendment”) and an Amended and Restated FirstLeaseAmendment datedApril 20, 2016 (the “FirstAmendment”) (collectivelythe : Lease”), pursuant to which Landlord leased to Tenant certain premises consisting of approximately : one hundred (100) square feetof ^pirndspace onthe Land aswellas space on theTower atthe height of220feetabove groundlevel, allasmoreparticularly described inthe • Lease (the “Premises”). B.. The parties desire to amend the First Amendment to correct Exhibit: Aand accurately depict the location ofadditional equipment that the Tenant has installed at the : Premises^ NOW, THEREFORE, in consideration ofthe premises and other good and valuable consideration, thereceiptandsufficiency ofwhicharehereby acknowledged, andintendingtobe legallyboundhereby, thepartieslieretoagreetoamendtheLeaseasfollows: L Recitals andCapitalized Terms.; The foregoing recitals areherein incorporatedas ;; • thou^ are setforthintheir entirety. Capitalized terms usedbutnotspecifically defined inthis Second Amendment shall have themeanings ascribed to them inthe Lease, unless a different meaningisclearlyrequiredbythe contexthereof 2. . . Correction ofExhibit A. Pursuant todie FirstAmendment. Tenant hasinstalled certain additional equipment onthePremises, whichadditional equipment wasdescribed inthe First Amendment as being at the 152 foot RAD Center on the tower structure. Tenant’s ^ additional equipment wasactuallyinstalled atthe 170 footRAD Center. Accordin^y, theFirst Amendment isamended todeletereferences to 152 footRADCenter onthetowerstructureand replace itwith 170 foot RAD Centeronthetower structure. Tenant shallonlyhave therightto i locate its equipment at 170 foot RAD Center bn the tower structure as shown on Exhibit A • attachedhereto andincorporatedherein. ExhibitAtotheFirstAmendment isherebydeletedand replaced withExhibitAattachedheretoi 3. Authority’ The pe^on executing this Second Amendment onbehalfofTen^t hereby represents that hehas theauthority tobind Tenant totheterms mdconditions setforth hereinandthatallnecessaryactionthereforehasbeentaken. TMOSignatoryLevel:L07,SL07 NLG-111377 DocuSign Envelope ID; EA726DD6-1AAF-4DC7-A30E-041F1A615FD6 4. Execution and Delivery; Enforceability. This Second Amendment has been duly executed and validly delivered byTenant andconstitutes thelegal, valid, andbinding obligations oftheTenant, enforceable against Tenant inaccordance withitsterms. 5. Limited Effect ofAmendment. Except to the extent expressly amended by this Second Amendment (in which case the terms hereof shall prevail), the various terms and provisions of the Lease, including but not limited to the terms and conditions of the First Amendment, shallremain inhillforceandeffect. Signaturepagefollows\] TMOSignatoryLevel:L07,SL07 NLG-111377 DocuSignEnvelopeID: EA726DD6-1AAF-4DC7-A30E-041F1A615FD6 IN WITNESS WHEREOF, the parties have executed and delivered this Second Lease Amendment onthe date andyearfirstwrittenabove. LANDLORD: THE CITYOFCARMEL By and through its Board of Public Works ^d Safety JamesBrainard, Presiding Officer Mary^^mnBurke, Member Date: LoiftWa#n, Member ATTEST: f > DChristineS.Tauley,Clerk>Treasurer Date: A // /k^ TENANT: T-MOBILE CENTRAL LI^^, alimitedliabilitycorpor^( AJ/y/M V Name: bonA*!>f-^ Title: 94703 2016.12.27JjAA}^rii14:11:07-06'00' TMOSignatoryLevel:L07,SL07 NLG-111377 DocuSignEnvelopeID: EA726DD6-1AAF-4DC7-A30E-041F1A615FD6 EXHIBIT A Date: September21,2016 STBUCTlJfilSJilLRevisedfromSeptember13,2016) Verti<»lStructures, Inc, NathsnMeyer 309SpanglerDr, SuiteEPSMWirelessServicesRichmond, KY404756869WindjammerDrive859)624-8360Brov/nsburg, tN46112 dward@vertica'»s1ructuries.com317) 501 <9164 Subject: MappingDrawings T-MobiteChonge^OutCarrier £>Bsigrtaiion: MW07147ACarrierSiteNumber: OldCapTielCarrierSiteName: VerticalStructures, Inc, ProjectNumber: 2016-291-003EngfneermgFirmDesignation: VerticalStructuros, Ine. SiteName: Carmef 211SecondStreetSouthvmst, Carmel, IN. HamiltonCountySiteDate: Utitudo39* 58' 28”. Longitude -86" 7'49" 265Foot - SelfSupportTower DearNathanMeyer. VedicaiStructures, inc. ispleasedtosubmitthese “MappingDrawings” fortheabovementionedlower. This mappJngt has been performed ini acc<»dance with the PBM Wireless Services Purchase Order Number MW07147A-02. Based on the photos providehythe contractor, T-Moblle has adjusted their antenna centerline to 170 R as detailedInVerticalStructuresJobNo. 2015-291-D02. WeatVerticalStructures, inc. appreciatetheOpportunityofprovidingourcontinuingprofessionalservicesto youandPBMWireicssServices. Ifyouhaveanyquesifansorneedfurtherassistanceonthisoranyother projectsploasagiveusacall. Resp^tfullysubmittedby D^ajwWattl^R, Ljf Csrr^ei, INTMaciieFlavlsedAs-BiMMaijpln^ Dfav4nsis.doo Page 1 of9 TMOSignatoryLevel:L07,SL07 NLG-111377 DocuSign Envelope ID: EA726DD6-1AAF-4DC7-A30E-041F1A615FD6 SepiBnnt^2i.2C»ag 113.2016\]< STRUimiRES INC valJcastiu«&rBSjn& a29SpsigJarDr,SunEERsatmonsLiKYiUMTS a£9}€24-S3£0afftsi}yEg„llM46112pi7)5Dil-S164 @i± rg^r^DnawQip sfSStBNianofiiar: ifi^W147ACainsrsitaNafiEKoediCam^ V€itic^ Sbudmift, \[nc. iciuria^ ^Ii&2@i-1H33aigme€«iu^ Rrng Sfnicgunsff. \[eicl ^ llsnsi: €ann^ SiaEaia: 2S5< Foot > Si^l^ufip^Tc^er mma' ^rasre^ rk. jsi|Ns®sdtosuiaiii “Bfapjang Erawin^ ftarft© aa®ifemsri^sd imgnap^i iteai psSimisd in accaoaiee \\iiSilie PBfil '/iraess :|^bss RirerssiOrfta WID7M7ArI©. EasafiffiitiephctcssijamMsl|' ft© iconfrsdDr. T-MjtiaeBiasaoji^^jliisiran^iacentslB© toIT®' fts. dstoaedto Stostoxsejd& ^ 20>1&^1<CHI2. lUfesiyascarsstBtoJB^ iSncL ^^posdatotiecgiHStiiratyorprai^aaraiourcorifliy^i^ Bafv£ee& toycsjiaraJTOM4V&aess £^toe& nryouraveass' qisstfisiscursaffinftsr^gstarKSiontilsorssiyuiittiBr pn|ais|^^ie§|yeusacall ES£|©Sto^vE££9nt!ia3Bf^C PrefectOiginse^ epr^ IW ¥*iM¥oiRsi^As^,B4aw?iee»^^ Page 2of9 TMOSignatoryLevel:L07,SL07 NLG-111377 DocuSignEnvelopeID: EA726DD6-1AAF-4DC7-A30E-041F1A615FD6 snreBMIS&C#na4iN PSUWmSLESS OOWTRAilTQit VCR-nCALSTRUCTUR£2fAmimENANCE /UlOfr FORM 2£fig<sin^ DATE: eaiflESHEET 11 B^KTfttajta. re^UKEsD3fAIV. OHLEB LOCATXKlcarACE 1 CofnmscooeOBXNI4^65B-A2MLEGA2LEGSComnoscopeOBXNh{^65B-A2M LEGC3CommieDBXNH^65B-A2M 17£l.(if ts) MOUMTPIP^(12) t5/8": LEGB1mo- 4^ Comm^peTMAT1821B7S-21ALEGA 5"LEGSComno^DeTMATl®21B78-2tA6"LEGCCommscopeTMAT1S21B78-21A IWOTE: Ptefcm c?iowCQliMApsrlegIsiifPteTMA (DOOMlistsd Eboveoantwtsilttocf Btio1?} p3so«ctoEliow eartOE&naitca cotKHSSi. ONCnS: AOettBCpmst^etSSCKws£ (etocxBd andPw coax (nacBMooE&OOtffiQPi socnpcie^ Page 3of9 TMOSignatoryLevel:L07,SL07 NLG-111377 DocuSignEnvelopeID: EA726DD6-1AAF-4DC7-A30E-041F1A615FD6 ajKsii'ri P8200&59.JPG s V. #i:' P0200dd0JPG poMoeaiJPG r- ,C ' Page4of9 TMOSignatoryLevel:L07,SL07 NLG-111377 DocuSignEnvelope ID: EA726DD6-1AAF-4DC7-A30E-041F1A615FD6 inwuiitl P82006O3.JPG Pe20Q6fi4JPG Page5of9 TMOSignatoryLevel:L07,SL07 NLG-111377 DocuSignEnvelope ID: EA726DD6-1AAF-4DC7-A30E-041F1A615FD6 P. PG200667JP9200e66J a P0200e68JPG P82a»6BJPQ Page6of9 TMOSignatoryLevel:L07,SL07 NLG-111377 DocuSignEnvelopeID: EA726DD6-1AAF-4DC7-A30E-041F1A615FD6 k M r rijiLi^ jv P»2006nJPGP02OOO7OJPG PQ200e72.JPGP9200673.JPG Page7of9 TMOSignatoryLevel:L07,SL07 NLG-111377 DocuSignEnvelopeID: EA726DD6-1AAF-4DC7-A30E-041F1A615FD6 k mr a Page8of9 TMOSignatoryLevel:L07,SL07 NLG-111377 DocuSign Envelope ID: EA726DD6-1AAF-4DC7-A30E-041F1A615FD6 OBSIGMEO /»>Ri;?3EHAHCE LOAOINOTCT*eTPPff isaSiSBiUiiiRB' rifVA'TieM HbsHIMxrUMici sc•ccaaMBuicM-eaTRwmHtfmun U^Minn^abS-aa nSlMMEtai.TBi x»csaBTaftsisi TS sssB-Rtsifra K3 BlC2?#aA' ZSJ T^'^*n*ia)673 EGaMBnXCT,-ea iv^Maea'vn as 7 »9^4.-£m ^ BU^ >%»-sa Ef------------------------------ ti TBmbc»i» ^ nud'%• SSITS lff>3BXM.^ TxaSTHKiftflnara sa70^ zaTsa arnwiAifci'mas imrkraai»>3!.IIIXei.fXD 3rrte<A*mi3JC uaarf«eMA!ften3« TtaSCi TB3 SfUiaaCF^ 23' OS 3<3xpjccsysinBa-B? Ei:s?!ra^Tigan aia TU vxmsxmffSSlTtflinecxoHv mao».«.au rta«!9i«*.a.scM4701.TOfst£»* ms-. 301 T3D 3tri17Msem^esHT33ffhi Tl! ~iiTlIIiTIirhrm 'll ua m ISTOOvnC^mCJCDB'UadPIpr* uu TOVOXMnSC40DorUwBi1^ ISTOnjtmra.jBra.TiiKKia'.itarf ll^BD'mirfBbs.iFM'ISuseK2 «BA'W-rf-UsMf«» IST» ts 9Tft «B1 .'3UB33Ni^ U»ilf%a ISWGsmErmTSaBm‘caBa^Kft«ref%» msMJtuBre:TSn. SSODatBiO^ IfaaH »% rjn«s»,TOEiKsscaBXLBmTS CO TOSR12IS?BBtBTS 9<E^A3Bira, TtaTSrWh^BT^tiriSiRGStASBBTH,TS IIC>rtSiHcajunra Vlil30a.UST AoatsaaTr&suas. Etis: aHat-MiLieurs BaassiSTariUEsl»l MftTH^tALamaKyTM iBl. TOMER I^IGN NOTES kiHfckran aSi. SiS.rfS^TW^' OA^^ccR<snn^sansitJii^sKt: SKSK nSXHJC«»2iMS jBfiitaxO- laXBteKZAHMl sosoetf ucmm TOflOffl matb-3m^s^Txfs-aMispis'^tm Carntct.mVtfScalJJffaatoCTyiiKC. 3C9EpstiTiffOm«, i Mfcn)»vsftm JUAb. SaiF-214^ W«' RJEhnKaS.Kr«IW?S PnMWJitaJ"” *' E^In^l^'StaTnA-ssQ-Gi F“caszi(W mtm JH"|5E“^CVJ f«i ,--- -f_______ ri^F" fflpwi Page 9of9 TMOSignatoryLevel:L07,SL07 NLG-111377 THIRDAMENDMENT THIS THIRDAMENDMENT TOLEASEThird 202__, byandbetweenthe CityofCarmel, Indiana("Landlord "), andT-Mobile CentralLLC, aDelaware limited liability company, (Collectively). Recitals TheParties hereto recite, declare andagreeasfollows: A.Landlord andTenantentered into aLEASE,datedApril 19, 2000,asamended bythatcertain First Amendmentamendment dated asamended bytheRestated First stFebruary1,2017(collectively forleased premises located at211Second Street SW, Carmel, IN 46032. B.Landlord andTenantdesire toenterintothisThirdAmendment inordertomodify and amend certain provisions oftheLease. NOW, THEREFORE, inconsideration ofthemutual covenants andagreements hereincontained andother goodandvaluable consideration, thereceipt andsufficiency ofwhichareherebyacknowledged, Landlord andTenant covenant andagree asfollows: 1.Landlord Consent.Landlord hereby grantsTenantthe right andconsents toTenant Premises asdescribed anddepicted inonExhibit A, which isattached hereto andbythisreference incorporated herein. 2.Intentionally Omitted. 3.TenantNotice Address.Tenant withthefollowing: IftoTenant: T-Mobile USA, Inc. th12920S.E. 38Street Bellevue, WA98006 Attn.:LeaseCompliance SiteNo. MW07147A 4.Landlord Obligations. Notwithstanding anything tothecontrary contained intheLease, Landlord shall beresponsible, atitssolecostandexpense, formaintaining allportions oftheProperty ingood orderandcondition andincompliance withallapplicable laws, including without limitation, theroof, anysupport structure owned by Landlord , HVAC, plumbing, elevators, landscaping and common areas. 5.Assignment. Section 23oftheLease ishereby modified toinclude thefollowing provisions Landlord shallhavetherighttoassignandtransfer thisLease only toasuccessor owner ofthe Property. OnlyuponTenant shallLandlord berelieved ofall liabilitiesand obligations andTenantshall looksolely tothenew Landlord forperformance under thisLease. Landlord shallnotattempt toassign, orotherwise Severance TransactionTenant, which consent may bewithheld or conditioned inTenantTenantconsents toaSeverance Transaction, Landlord anditssuccessors andassigns shallremain jointly andseverally responsible fortheperformance of T-Mobile SiteNo:MW07147A1 Market: Indianapolis TMOTMOSigningAuthority: L06SignatoryLevel:L07,SL07 NLG-111377NLG-85067 alldutiesandobligations oftheLandlord underthisLease. Subject toTenant above, however, ifaSeverance Transaction occurs,Landlord anditssuccessors andassigns shall remain responsible fortheperformance ofalloftheon-goingduties andobligations oftheLandlord under thisLease, including, without limitation, any provisions relating tothefurnishing ofaccess orutilities andneitherLandlord nor itsassignee orany Rent payee shallsuffer orpermit any interference withTenant shall notmodify thetermsofthisLease inanyway. 6. Terms; Conflicts. Theterms and conditions oftheLease areincorporated herein bythisreference, and capitalized termsusedinthisThirdAmendment shall havethesame meanings suchterms aregivenintheLease. Except asspecifically setforth herein, this ThirdAmendment shall innoway modify, alteroramend theremaining terms oftheLease, allofwhich areratified bytheparties andshallremain infullforceandeffect.Totheextentthere isanyconflict between theterms and conditions oftheLeaseandthisThirdAmendment, theterms andconditions ofthisThirdAmendment willgovern andcontrol. 7.Approvals. Landlord represents andwarrants toTenantthat theconsent orapproval ofnothirdparty, including, without limitation, alender, isrequired with respect totheexecution ofthisThirdAmendment, orifany such thirdparty consent orapproval isrequired, Landlord hasobtained anyandallsuchconsents orapprovals. 8. Authorization. Thepersons whohaveexecuted thisThirdAmendment represent andwarrant thatthey aredulyauthorized toexecute thisThirdAmendment intheirindividual orrepresentative capacity asindicated. INWITNESS WHEREOF, theParties haveexecuted thisThirdAmendment onthedayandyearfirst written above. Landlord :Tenant: theCity ofCarmel, IndianaT-Mobile CentralLLC, aDelaware limited liability company By:By: Name:Name: Title:Title: Date:Date: Ejhjubmmz! tjhofe!cz! UNP!Mfhbm! UNP! Ebuf;! 3134/19/15! Mfhbm23;13;21! 15(11( T-Mobile SiteNo:MW07147A2 Market: Indianapolis TMOTMOSigningAuthority: L06SignatoryLevel:L07,SL07 NLG-111377NLG-85067 EXHIBIT A T-Mobile SiteNo:MW07147A3 Market: Indianapolis TMOTMOSigningAuthority: L06SignatoryLevel:L07,SL07 NLG-111377NLG-85067 TMOTMOSigningAuthority: L06Signatory Level:L07,SL07 NLG-111377NLG-85067 TMOTMOSigningAuthority: L06Signatory Level:L07,SL07 NLG-111377NLG-85067 TMOTMOSigningAuthority: L06Signatory Level:L07,SL07 NLG-111377NLG-85067 TMOTMOSigningAuthority: L06Signatory Level:L07,SL07 NLG-111377NLG-85067 TMOTMOSigningAuthority: L06Signatory Level:L07,SL07 NLG-111377NLG-85067 TMOTMOSigningAuthority: L06Signatory Level:L07,SL07 NLG-111377NLG-85067 EXHIBIT B LEGALDESCRIPTION OFLAND At473 Third Ave. SW, Carmel, Indiana Part oftheEastHalfoftheSoutheast Quarter ofSection 25, Township 18North, Range 3East, inHamilton County, Indiana, andmore particularly described as follows: Commencing attheintersection oftheSouthright-of-waylineofSecond Street, SW with theWest right-of-waylineoftheMonon Railroad andbeingmonumented byanironpinfound; thence South 00 degrees 00minutes 00seconds East assuming bearing) 536.70feet along said railroad right-of-waytoaniron pin found; thence North88degrees 28minutes 30seconds West 6.00feetalong the South lineofaparcel ofland owned bytheCityofCarmel and described ina Corporate Warranty Deed recorded December 26, 1979, intheOffice ofthe Hamilton County Recorder, tothepoint ofbeginning; thence South 00degrees 00 minutes 00seconds East 45.00feet; thence North88degrees 28minutes 30seconds West55feet; thence North 00 degrees 00minutes 00seconds East45.00feedt o said South lineofland owned bytheCity ofCarmel; thence South 88degrees 28 minutes 30seconds East55.00feetalong saidSouth Lineto thePoint ofBeginning andcontaining 0.0568 acres, more orless. TaxKeyNumber: 160925040007900 B-1 TMOSignatoryLevel:L07,SL07 NLG-111377 EXHIBIT C LEASED PREMISESAND DETAILED SITE LAYOUT TheLeased Premises aredescribed and/ordepicted withattached Exhibit C C-1 TMOSignatoryLevel:L07,SL07 NLG-111377 below. TMOSignatory Level:L07,SL07 NLG-111377 x HVACHVAC AHFGI PPC OVPOVP 9'-10 HVACHVAC TMOSignatory Level:L07,SL07 NLG-111377 EXHIBIT D ACCESS EASEMENT AND UTILITY EASEMENTS TheEasement(s) is/are described byuse ofattached Exhibit D. D-1 TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatory Level:L07,SL07 NLG-111377 TMOSignatory Level:L07,SL07 NLG-111377 EXHIBIT E ENGINEERING ASSESSMENT E-1 TMOSignatoryLevel:L07,SL07 NLG-111377 StructuralAnalysis TMOSignatoryLevel:L07,SL07 NLG-111377 TMOSignatoryLevel:L07,SL07 NLG-111377 Tvckfdu; Dbssjfs!Eftjhobujpo;!U.Npcjmf Fohjoffsjoh!Gjsn!Eftjhobujpo; Tjuf!Ebub; 4:±!69(!39((.97±!8(!5:(( Wfsujdbm!Tusvduvsft-!Jod/ Wfsujdbm!Tusvduvsft-!Jod/ TMOSignatoryLevel:L07,SL07 NLG-111377 Nbz!33-!3134 Dpodpsejb!Xjsfmftt!.!Dbsnfm-!JO WTJ!Qspkfdu!Op/!3134.:::.11: Qbhf!3 TMOSignatoryLevel:L07,SL07 NLG-111377 Nbz!33-!3134 Dpodpsejb!Xjsfmftt!.!Dbsnfm-!JO WTJ!Qspkfdu!Op/!3134.:::.11: Qbhf!4 TMOSignatoryLevel:L07,SL07 NLG-111377 Nbz!33-!3134 Dpodpsejb!Xjsfmftt!.!Dbsnfm-!JO WTJ!Qspkfdu!Op/!3134.:::.11: Qbhf!5 TMOSignatoryLevel:L07,SL07 NLG-111377 Nbz!33-!3134 Dpodpsejb!Xjsfmftt!.!Dbsnfm-!JO WTJ!Qspkfdu!Op/!3134.:::.11: Qbhf!6 TMOSignatoryLevel:L07,SL07 NLG-111377 Nbz!33-!3134 Dpodpsejb!Xjsfmftt!.!Dbsnfm-!JO WTJ!Qspkfdu!Op/!3134.:::.11: Qbhf!7 TMOSignatoryLevel:L07,SL07 NLG-111377 Nbz!33-!3134 Dpodpsejb!Xjsfmftt!.!Dbsnfm-!JO WTJ!Qspkfdu!Op/!3134.:::.11: Qbhf!8 TMOSignatoryLevel:L07,SL07 NLG-111377 Nbz!33-!3134 Dpodpsejb!Xjsfmftt!.!Dbsnfm-!JO WTJ!Qspkfdu!Op/!3134.:::.11: Qbhf!9 TMOSignatoryLevel:L07,SL07 NLG-111377 Nbz!33-!3134 Dpodpsejb!Xjsfmftt!.!Dbsnfm-!JO WTJ!Qspkfdu!Op/!3134.:::.11: Qbhf!: TMOSignatoryLevel:L07,SL07 NLG-111377 Nbz!33-!3134 Dpodpsejb!Xjsfmftt!.!Dbsnfm-!JO WTJ!Qspkfdu!Op/!3134.:::.11: Qbhf!21 TMOSignatoryLevel:L07,SL07 NLG-111377 BMM!SFBDUJPOT BSF!GBDUPSFE NBY/!DPSOFS!SFBDUJPOT!BU!CBTF; EPXO;!!516426!mc TIFBS;!!53:13!mc VQMJGU;!!.43986:!mc TIFBS;!!47295!mc BYJBM 443852!mc TIFBSNPNFOU 2:355!mc3842471!mc.gu UPSRVF!27377!mc.gu 51!nqi!XJOE!.!2/1111!jo!JDF BYJBM 937:3!mc TIFBSNPNFOU 82966!mc:778853!mc.gu UPSRVF!46:3:!mc.gu SFBDUJPOT!.!:4!nqi!XJOE Dbsnfm-!JOVerticalStructures, Inc. Wfsujdbm!Tusvduvsft!Kpc!Op/!3134.:::.11: TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 Usjbohvmbs!Upxfs TowerTowerAssembly DescriptionSection NumberSection Section Elevation Database Width ofLength Sections ftftft dpoue* TowerTowerDiagonal Bracing HasHasTop Girt BottomGirt Section Elevation Spacing TypeKBrace Horizontals OffsetOffset End ftftPanels inin TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 Diagonal Bracing HasHasTop Girt BottomGirtTowerTower Section Elevation Spacing TypeKBrace Horizontals OffsetOffset End ftftPanels inin dpoue* TowerLegLegLegDiagonal DiagonalDiagonal Elevation TypeSizeGradeTypeSizeGrade ft TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 dpoue* TowerTopGirt TopGirt TopGirt BottomGirt BottomGirt BottomGirt Elevation TypeSizeGradeTypeSizeGrade ft dpoue* TowerNo.MidGirt MidGirt MidGirt Horizontal Horizontal Horizontal Elevation ofTypeSizeGradeTypeSizeGrade Mid ftGirts dpoue* TowerSecondarySecondaryHorizontal SecondaryInnerBracing InnerBracingSize InnerBracing Elevation HorizontalType SizeHorizontalTypeGrade Grade ft TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 SecondarySecondaryHorizontal SecondaryInnerBracing InnerBracingSizeTowerInnerBracing Elevation HorizontalType SizeHorizontalTypeGrade Grade ft dpoue* TowerRedundant Redundant Redundant KFactor Elevation Bracing TypeSize Grade ft dpoue* TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 GussetGussetGradeAdjust. FactorDouble AngleDoubleAngleTowerGussetAdjust. WeightMult. DoubleAngle Elevation Area ThicknessAFactor StitchBolt StitchBolt StitchBoltf perface) ASpacing Spacing Spacingr Diagonals Horizontals Redundants 2ftftinininin dpoue* 1KFactors TowerCalcCalcLegs X KSingle GirtsHoriz.Sec.Inner Horiz.BraceElevationKKBraceBraceDiags Single SolidDiagsDiags Angles Rounds XXXXXXX YYYftYYYY TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 1KFactors TowerCalcCalcLegs X KSingle GirtsHoriz.Sec.Inner Elevation KKBraceBraceDiagsHoriz.Brace Single SolidDiagsDiags Angles Rounds XXXXXXX ftYYYYYYY 1Note: Kfactorsareappliedtomembersegmentlengths. K-braceswithoutinnersupportingmemberswillhavetheKfactorintheout-of-planedirectionappliedto theoveralllength. dpoue* TowerLegDiagonalTopGirtBottomGirtMidGirtLongHorizontalShortHorizontal Elevation ft NetWidthUNetWidthUNetWidthUNetUNetUNetUNetU DeductDeductDeductWidth Width Width Width DeductDeductDeductDeduct TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 TowerLegDiagonalTopGirtBottomGirtMidGirtLongHorizontalShortHorizontal Elevation ft NetWidthUNetWidthUNetWidthUNetUNetUNetUNetU DeductDeductDeductWidth Width Width Width DeductDeductDeductDeduct TowerRedundant Redundant Redundant Redundant RedundantVerticalRedundantHipRedundantHip Elevation Horizontal Diagonal Sub-Diagonal Sub-Horizontal Diagonal ft NetWidthUNetWidthUNetWidthUNetUNetUNetUNetU DeductDeductDeductWidth Width Width Width DeductDeductDeductDeduct dpoue* TowerConnection Offsets Elevation DiagonalK-Bracing Vert. Horiz.Vert. Horiz.Vert. Horiz.Vert. Horiz. TopBot. Bot. TopTopBot. Bot. Top ft TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 ConnectionOffsetsTower Elevation DiagonalK-Bracing Vert. Horiz.Vert. Horiz.Vert. Horiz.Vert. Horiz. TopTopBot. Bot. TopTopBot. Bot. ft dpoue* TowerLegLegDiagonalTopGirtBottomGirtMidGirtLongHorizontalShortHorizontal ElevationConnection ftType Bolt SizeNo. BoltSizeNo. BoltSizeNo. BoltSizeNo. BoltSizeNo. BoltSizeNo. BoltSizeNo. TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 TowerLegLegDiagonalTopGirtBottomGirtMidGirtLongHorizontalShortHorizontal ElevationConnection ftType Bolt SizeNo. BoltSizeNo. BoltSizeNo. BoltSizeNo. BoltSizeNo. BoltSizeNo. BoltSizeNo. dpoue* TowerRedundant Redundant Redundant Redundant RedundantVerticalRedundantHipRedundantHip Elevation Horizontal Diagonal Sub-Diagonal Sub-Horizontal Diagonal ft BoltSizeNo.BoltSizeNo.BoltSizeNo.BoltSizeNo.BoltSizeNo.BoltSizeNo.BoltSizeNo. TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 DescriptionFaceAllowExcludeComponent PlacementFaceLateral# # ClearWidthorPerimeterWeight orShield From TypeOffsetOffset PerSpacingDiameter ininplfLegTorqueftin(FracFW) Rowin Calculation TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 TowerTowerFace AACACAWeightRFAAAA Section Elevation InFace OutFace 2222ftftftftftlb TowerTowerFaceIceAACACAWeightRFAAAA Section Elevation orThicknessIn Face OutFace 2222ftLeginftftftftlb TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 TowerTowerFaceIceAACACAWeightRFAAAASectionElevationorThicknessInFaceOutFace 2222ftLeginftftftftlb SectionElevation CPCPCPCPXZXZ Ice Ice ftinininin TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 SectionElevation CPCPCPCPXZXZIceIce ftinininin TowerFeedLine DescriptionFeed Line KKaaSectionRecordNo.SegmentElev.NoIceIce TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 TowerFeedLine DescriptionFeed Line KKaaSectionRecordNo.SegmentElev.NoIceIce TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 TowerFeedLine DescriptionFeed Line KKaaSectionRecordNo.SegmentElev.NoIceIce TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 TowerFeedLine DescriptionFeed Line KKaaSectionRecordNo.SegmentElev.NoIceIce TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 TowerFeedLine DescriptionFeed Line KKaaSectionRecordNo.SegmentElev.NoIceIce TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 TowerFeedLine DescriptionFeed Line KKaaSectionRecordNo.SegmentElev.NoIceIce DescriptionFace OffsetOffsets:Azimuth Placement CACAWeightAAAA orTypeHorzAdjustment Front Side LegLateral Vert 22ft°ftftftlb ft ft TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 Azimuth Placement CDescriptionFaceOffsetOffsets:ACAWeightAAAAorTypeHorzAdjustmentFrontSide LegLateral Vert 22ft°ftftftlb ft ft TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 Azimuth Placement CDescriptionFaceOffsetOffsets:ACAWeightAAAAorTypeHorzAdjustmentFrontSide LegLateral Vert 22ft°ftftftlb ft ft TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 Azimuth Placement CDescriptionFaceOffsetOffsets:ACAWeightAAAAorTypeHorzAdjustmentFrontSide LegLateral Vert 22ft°ftftftlb ft ft TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 Azimuth Placement CDescriptionFaceOffsetOffsets:ACAWeightAAAAorTypeHorzAdjustmentFrontSide LegLateral Vert 22ft°ftftftlb ft ft DescriptionFace DishOffsetOffsets:Azimuth 3dB ElevationOutside Aperture Weight orTypeTypeHorzAdjustmentBeam Diameter Area LegLateralWidth Vert 2ft°°ftftftlb TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 AllowableRatioSectionElevationComponentBoltBoltSizeNumberMaximumAllowableCriteria No.TypeGradeOfLoad Load Load Ratio ftinBoltsper Bolt perBolt Allowablelblb TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 AllowableRatioSectionElevationComponentBoltBoltSizeNumberMaximumAllowableCriteria No.TypeGradeOfLoad Load Load Ratio ftinBoltsper Bolt perBolt Allowablelblb Dpnqsfttjpo!Difdlt SectionElevationSizeLLKl/rAPRatioPuunNo.Pu 2ftftftinlb lb Pn TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 RatioSectionElevationSizeLLKl/rAP PuunNo.Pu 2ftftftinlb lb Pn PPun SectionElevationSizeLLKl/rAPRatioPuun No.Pu 2ftftftinlb lb Pn PPun TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 SectionElevationSizeLLKl/rAPRatioPuun No.Pu 2ftftftinlb lb Pn PPun SectionElevationSizeLLKl/rAPRatioPuunNo.Pu 2ftftftinlb lb Pn PPun SectionElevationSizeLLKl/rAPRatioPuunNo.Pu 2ftftftinlb lb Pn TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 RatioSectionElevationSizeLLKl/rAP PuunNo.Pu 2ftftftinlb lb Pn PPun SectionElevationSizeLLKl/rAPRatioPuunNo.Pu 2ftftftinlb lb Pn PPun SectionElevationSizeLLKl/rAPRatioPuunNo.Pu 2ftftftinlb lb Pn TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 RatioSectionElevationSizeLLKl/rAP PuunNo.Pu 2ftftftinlb lb Pn PPun SectionElevationSizeLLKl/rAPRatioPuunNo.Pu 2ftftftinlb lb Pn PPun SectionElevationSizeLLKl/rAPRatioPuunNo. Pu 2ftftftinlb lb Pn PPun SectionElevationSizeLLKl/rAPRatioPuunNo. Pu2ftftftinlblbPn TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 RatioSectionElevationSizeLLKl/rAP PuunNo.Pu 2ftftftinlb lb Pn PPun SectionElevationSizeLLKl/rAPRatioPuun No.Pu 2ftftftinlb lb Pn PPun Ufotjpo!Difdlt SectionElevationSizeLLKl/rAPRatioPuun No.Pu 2ftftftinlb lb Pn TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 RatioSectionElevationSizeLLKl/rAP PuunNo.Pu 2ftftftinlb lb Pn PPun SectionElevationSizeLLKl/rAPRatioPuunNo. Pu2ftftftinlblbPn PPun SectionElevationSizeLLKl/rAPRatioPuunNo.Pu 2ftftftinlb lb Pn TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 RatioSectionElevationSizeLLKl/rAP PuunNo.Pu 2ftftftinlb lb Pn PPun SectionElevationSizeLLKl/rARatioPPuunNo.Pu2ftftftinlblbPn PPun SizeLLKl/rAPRatioSectionElevationPuunNo.Pu 2ftftftinlb lb Pn PPun TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 SectionElevationSizeLLKl/rAPRatioPuunNo. Pu 2ftftftinlb lb Pn PPun SectionElevationSizeLLKl/rAPRatioPuunNo.Pu2ftftlbftinlbPn PPun SectionElevationSizeLLKl/rAPRatioPuunNo.Pu2ftftftinlblbPn PPun SectionElevationSizeLLKl/rAPRatioPuunNo.Pu 2ftftftinlb lb Pn PPun TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower VerticalStructures, Inc. 309SpanglerDrive, SuiteE Richmond, KY40475 Phone: (859) 624-8360 FAX: (859) 624-8369 SectionElevationSizeLLKl/rAPRatioPuunNo. Pu 2ftftftinlb lb Pn PPun SectionElevationSizeLLKl/rAPRatioPuunNo. Pu 2ftftftinlb lb Pn PPun ElevationComponent SizeCriticalPøP%PassallowectionftTypeElementlblbCapacityFailNo. TMOSignatoryLevel:L07,SL07 NLG-111377 tnxTowertnxTower 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BPW 05-21-25-01 RESOLUTION OFTHE CITY OFCARMEL BOARD OFPUBLIC WORKS ANDSAFETY ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR WHEREAS, pursuant toIndiana Code36-1-4-7, theCityofCarmel, Indiana (“City”), isauthorized toenter into contracts; and WHEREAS, pursuant toIndiana Code36-4-5-3, theCity’smayormayenterintocontracts onbehalf ofthe City; and WHEREAS, pursuant toherauthority underIndiana law, theCity’smayor, theHonorable SueFinkam, has caused tobesigned theAgreement attached hereto (the “Contract”); and WHEREAS, Mayor Finkam nowwishes topresent thecontract totheCity’sBoardofPublic Worksand Safetyforittobepublicly acknowledged, filedintheClerk’sOffice, andmadeavailable tothepublic forreview. NOW, THEREFORE, BEITRESOLVED bytheCityofCarmel Board ofPublic Works andSafety as follows: 1. Theforegoing Recitals areincorporated herein bythisreference. 2. Thereceipt oftheContract ishereby acknowledged. 3. TheContract shallbepromptly filedintheoffice oftheClerk andthereafter madeavailable tothepublic forreview. SORESOLVED this dayof , 2025. CITY OFCARMEL, INDIANA Byand through itsBoardofPublic WorksandSafety BY: Laura Campbell, Presiding Officer Date: JamesBarlow, Member Date: AlanPotasnik, Member Date: ATTEST: Jacob Quinn, Clerk Date: 1 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”), is made 23rd day of April, 2025, (hereinafter, the “Approval Date”) by and between the Carmel Clay Board of Parks and Recreation (the “Board”) and Golf Convergence, Inc., a Colorado corporation (the “Professional” and along with the Board the “Parties” and each a “Party”). RECITALS WHEREAS, the Board was created by the City of Carmel, Indiana and Clay Township of Hamilton County, Indiana to operate and manage the Carmel/Clay park system located in Carmel, Hamilton County, Indiana; and WHEREAS, the Board desires to undertake a strategic operational review of Brookshire Golf Club (the “Golf Club”) and create a sustainable business plan for the Golf Club collectively the “Project”); and WHEREAS, Professional is qualified and properly licensed to perform the services described herein and desires to provide the Board with the professional services to complete the Project pursuant to the terms hereof; and WHEREAS, this Agreement evidences the agreement between the Board and Professional for the services described below. NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and conditions set forth herein, Board 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. The Board desires to engage Professional as an independent contractor for the Project to provide the services set forth in this Agreement and in the scope of services set forth in Exhibit “A” attached hereto and incorporated herein (the “Services”). Professional desires to provide the Services to the Board as set forth herein on the schedule attached to Exhibit “A.” SECTION 3. THE BOARD 'S RESPONSIBILITIES The Board shall: 3.1 Designate a person or persons with authority, to act on the Board’s behalf in all matters concerning the Services, which shall be the Director of Carmel/Clay Parks Department Michael Klitzing (the “Director”); and 2 3.2 Furnish Professional with all studies, reports and other available data in the Board's possession that it considers reasonably pertinent to the Services and obtain additional existing reports and data as is reasonably required for Professional to perform the Services and complete the Project, all of which Professional shall be entitled to rely upon in performing such Services unless in its review of the same, Professional determines that such information is not consistent and fails to promptly so notify the Board; and 3.3 Arrange and make all provisions for Professional to enter upon public and private property as reasonably required for Professional to perform the Services and/or additional services; and 3.4 Make reasonably available to Professional for consultation, as needed, such individuals as are necessary for Professional to provide the Services and/or additional services to the Board. Neither the Board’s or the Director’s review, approval or acceptance of, nor payment for, the Services shall be construed to operate as a waiver of any rights under this Agreement nor shall it relieve Professional of its responsibilities to perform the Services as set forth herein. SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall provide the Services within the time periods, and in the manner provided by this Agreement. 4.2 Professional agrees to provide the Services and to execute its responsibilities hereunder by following and applying at all times the highest professional and technical guidelines and standards on projects of similar size and complexity in major urban areas in the United States. The Board reserves the right at any time to direct changes or cause Professional to make changes in the Services provided, or to otherwise change the scope of the work covered by this Agreement, and Professional agrees to promptly make such changes. Any difference in price or time of performance resulting from such changes shall be equitably adjusted by the Board after receipt of documentation from Professional in such form and detail as the Board may reasonably require on the condition that such change is first approved by the Board. 4.3 Professional expressly warrants that the Services covered by this Agreement will conform to the information regarding the Board’s program for the Project furnished to or by the Board to Professional, and that the Services will be performed in a timely manner, in a good and workmanlike manner and free from defects of any kind. In addition, Professional acknowledges that Professional knows of the Board’s intended use of the Project and expressly warrants that the Services covered by this Agreement which have been selected, provided or performed by Professional, based upon such use, will be fit and sufficient for the particular purposes intended by the Board. Professional shall be responsible for the professional quality, technical accuracy, and the coordination of services, furnished by the Professional under this Agreement, including the services of any subcontractor to Professional. Professional shall, without additional compensation, correct or revise any errors or deficiencies in its services if the errors or deficiencies result, independently of all other causes, from the negligence of the 3 Professional. Professional warrants and agrees that all of the prices, terms and warranties granted by Professional therein are at least as favorable to the Board as those offered by Professional to other public entities purchasing the same or similar services and/or additional services under the same material terms and conditions. 4.4 Professional has read and understands this Agreement and agrees that Professional’s written acceptance or commencement of any work or Services under this Agreement shall constitute Professional’s acceptance of its terms and conditions. 4.5 Professional shall maintain all books, documents, papers, accounting records and other evidence pertaining to the cost incurred and shall make such materials available at its office at all reasonable times during the Term of this Agreement, and for three (3) years from the date of final payment under the terms of this Agreement, for inspection by the Board and its and their successors or assigns. SECTION 5. COMPENSATION As full and complete compensation for the Services performed by Professional hereunder, and subject to the terms and conditions contained in this Agreement, the Board shall pay Professional as set forth below: 5.1 Compensation for Services: Shall be as set forth on Page 12 of Exhibit “A.” The Parties may by written Addendum further expand the Services and the Compensation therefore. 5.2 Upon completion and acceptance by the Board of the Services, Professional shall submit a detailed invoice for processing prior to the next monthly meeting of the Board held on the fourth Wednesday of each month. If additional professional services are required for consultants outside of those set forth in Professional’s Response to RFQ and Professional needs to hire outside sources for performance of the same, Professional shall so notify the Board in writing with an explanation of the need and the qualifications of the outside sources. If the Board is agreeable, the Board shall reimburse Professional for the actual cost of such outside services. Professional understands and agrees that any and all outside sources so hired shall be employees or contractors of Professional only and that Professional shall be responsible for the services of its subcontractors and consultants as if performed directly by Professional. Professional warrants and indemnifies the Board for and from any and all costs, fees, expenses and/or damages incurred by the Board as a direct or indirect result of the Services or use by Professional of outside sources, including those listed in Professional’s Response to RFQ. 5.3 The Professional shall submit detailed monthly invoices no later than the fifteenth day of each month for processing prior to the monthly meetings of the Board held on the fourth Wednesday of each month. While Exhibit “A” reflects the Services contracted for by the Board hereunder, the Parties recognize that completion of certain steps may necessitate the addition of new items, the reduction of others, a rearrangement of the sequence or a combination of the foregoing. At such time that Professional or the Board anticipates that it is necessary, either may call a meeting, and discuss for presentation to, and approval by, the Board, a change to Exhibit “A”. 4 5.4 Except in the event of a good faith dispute, or as otherwise arranged with Professional, the Board shall pay Professional for the Services performed and invoiced within fifteen (15) days following the monthly meeting of the Board, or the finance committee thereof, at which claims are submitted for approval, having been properly and timely presented for payment with all necessary supporting documentation requested by the Board. 5.5 In the event an invoice amount is disputed, the Board shall so notify Professional. If such dispute is not resolved to the Parties’ satisfaction within fifteen (15) business days after notice of such dispute is sent by the Board to Professional, the Parties shall submit such matter to dispute resolution under the same terms as contained in Rule 2 of the Indiana Rules for Alternative Dispute Resolution with the costs thereof shared equally by the Parties. If such dispute has not been resolved within 45 days, either Party may submit such matter to the Circuit or Superior Court of Hamilton County, Indiana. SECTION 6. TERM Subject to the termination provisions set forth in Section 7 herein, this Agreement shall be in effect from the Approval Date through the date on which the Services are fully and finally completed and final payment is made to Professional, unless otherwise agreed by the Parties and evidenced in a written agreement or amendment hereto. The representations, warranties, covenants, agreements and indemnification obligations of Professional contained herein shall survive the provision of Services and the completion, cancellation and/or termination of this Agreement for a period of two (2) years. SECTION 7. MISCELLANEOUS 7.1 Board Property. Any and all documentation generated by Professional pursuant to this Agreement shall be considered the Board's exclusive property and shall be disclosed only to the Board and its authorized representatives and to no other person without the Board's prior written permission. Professional shall keep confidential all working and deliberative material pursuant to Ind. Code 5-14-3-4(b)(6). All information shall only be made public at the direction of the Board. During the performance of the Services, Professional shall be responsible for any loss or damage to the documents while they are in Professional’s possession and Professional shall pay the expense to reproduce them. 7.2 Termination. The Board reserves the right to terminate or suspend this Agreement for any or no reason upon notice thereof to Professional. In the event of termination, Professional shall deliver to the Board the documents and records described herein to be Board Property, including, but not limited to, all data, drawings, specifications, reports, notes or estimates completed or partially completed and any and all other documents in Professional’s possession supplied by or created for the Board as part of the Services, or provided by others at the Board’s or Professional’s 5 request. Thereafter, Professional will be paid for that portion of the Services properly and fully performed and reimbursable expenses incurred prior to termination and not in dispute. For purposes of clarification, Professional shall be paid the percentage of the lump sum estimate that the Board determines in good faith to be the same percentage of Services performed pursuant to the terms of this Agreement and not in dispute. Disputed invoice amounts shall be resolved as set forth in this Agreement. 7.3 Default. In the event Professional: (a) repudiates or breaches any of the terms of this Agreement, including Professional’s warranties; (b) fails to perform Services as specified by this Agreement; (c) fails to make progress so as to endanger timely and proper completion of Services and does not correct such failure or breach within five business (5) days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of written notice from the Board specifying such failure or breach; or (d) becomes insolvent, files, or has filed against it, a petition in bankruptcy, for receivership or other insolvency proceeding and does not remove the same within 30 days, makes a general assignment for the benefit of creditors or, if Professional is a partnership or corporation, dissolves, each such event constituting a Default hereunder, the Board shall have the right to (1) terminate immediately upon delivery of written notice all, or any part, of this Agreement, without further liability to the Board; (2) perform or obtain, upon such terms and in such manner as it deems appropriate in its sole discretion, the Services which were to be provided by Professional from other sources and Professional shall be liable to the Board for any costs incurred in performing or obtaining such Services; and/or (3) exercise any other right or remedy available to the Board at law or in equity. 7.4 Setoff. In addition to any right of setoff provided by law, all amounts due Professional shall be considered net of indebtedness of Professional to the Board; and the Board may deduct any amounts due or to become due from Professional to the Board from any sums due or to become due from the Board to Professional. 7.5 Delays and Extensions. Professional agrees that no charges or claim for damages shall be made by it for any delays from any cause whatsoever, including any delay beyond the Board’s reasonable control during the progress of any portion of the Services. Such delay, if any, shall not be compensated by damages for delay and shall be compensated for only by an extension of time to perform the Services for such period as may be reasonably determined by the Board. It being understood, however, that the permitting of the Professional to proceed to complete any of the Services, shall in no way operate as a waiver on the part of the Board of any of its rights herein. Notwithstanding the foregoing, an exercise of the Board’s termination rights shall not be considered a delay for purposes of this section. 6 7.6 Force Majeure. Any delay or failure of either Party to perform its obligations hereunder shall be excused if, and to the extent, it is caused by an event or occurrence beyond the reasonable control of the Party and without its fault or negligence, such as, by way of example and not by way of limitation, acts of God, actions by any governmental authority (whether valid or invalid), court injunction, fires, floods, windstorms, explosions, riots, natural disasters, wars, or sabotage; provided that notice of such delay ( including the anticipated duration of the delay) shall be given by the affected Party to the other Party within five (5) business days after discovery of the cause of such delay. During any such period of delay or failure to perform by Professional, the Board, in its sole option, may purchase some or all of the same or similar Services and or additional services from other sources and reduce the Services required of Professional hereunder by such degree, without liability to Professional or the Board, or have Professional provide some or all of the Services and/or additional services from other sources at times requested by the Board and for the fee or prices set forth in this Agreement. 7.7 Liens. Professional shall not cause or permit the filing of any lien on any of the Board’s property. In the event such a lien is filed of record and Professional fails to remove it within ten (10) days after the date of filing thereof, by payment or bonding, the Board shall have the right to pay such lien or obtain such bond, all at Professional’s sole cost and expense. Professional shall indemnify and hold harmless the Board from and against any and all liabilities, losses, claims, costs, attorney fees, expenses and/or damages incurred by the Board in connection with any such lien or the removal thereof. 7.8 Indemnification. Professional shall indemnify and hold harmless the Board, the City of Carmel, Indiana, Clay Township of Hamilton County, Indiana and their respective officials, officers, employees, agents, assigns and legal representatives (collectively “Indemnities”) from and against all loss, liability, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and reasonable attorney fees, arising out of any intentional or negligent act, or omission of Professional, any of its employees, agents, outside sources, contractors or subcontractors in the performance of the Services, regardless, or whether or not such claims, damages, costs or expense is caused in part by a Party indemnified hereunder. Professional shall be responsible for keeping the Board currently advised as to the status of any claims made for damages against the Professional resulting from work performed under this Agreement. 7.9 Binding Effect. The Board and Professional and their respective officers, agents, partners, successors, executors, administrators, assigns and legal representatives are bound to the other Party to this Agreement, and to the officers, agents, partners, successors, executors, administrators, assigns and legal representative of such other Party in all respects as to all covenants, agreements and obligations of this Agreement not illegal nor otherwise unenforceable in law or equity. 7 7.10 No Third Party Beneficiaries. Nothing contained herein shall be construed to give any rights or benefits hereunder to anyone other than the Board or Professional. 7.11 Relationship. The relationship of the Parties shall be as provided for in this Agreement, and Professional shall in no fashion be deemed to be an employee of the Board. In this regard, Professional and all of its employees, contractors, outside sources and other persons shall not be employees of the Board. Furthermore, Professional shall have all responsibility to pay to or for its employees, contractors, outside sources and other persons, all statutory and contractual benefits and obligations and any other benefits and/or obligations as due and at its discretion. The Board shall not be responsible for same, but rather the compensation to be paid hereunder by the Board to Professional shall be the full compensation and monies required of the Board to be paid to Professional for Services fully and properly performed. Professional hereby warrants and indemnifies the Board for and from any and all costs, fees, expenses and/or damages incurred by the Board as a direct or indirect result of any statutory, contractual or other claim for wages, benefits or otherwise by any employee, outside source, contractor or other person of Professional regarding or related to the subject matter of this Agreement. 7.12 Insurance. Professional shall cause JJ Keegan to obtain commercial general liability insurance with reasonable limits including automobile coverage and shall provide copies of the same to the Board for review and approval or an ACORD Certificate of Insurance indicating coverage limits. Such insurance shall be carried with financially responsible insurance companies reasonably acceptable to the Board and be satisfactory in form and coverage to the Board. Such coverage shall be kept in force throughout the term of this Agreement until Professional completes the services and receives final payment. 7.13 Government Compliance. Professional agrees to comply with all present and reasonably anticipated federal, state and local laws, executive orders, rules, regulations, codes and ordinances which may be applicable to Professional’s performance of its obligations under this Agreement, and all provisions required thereby are incorporated herein by reference. Professional agrees to indemnify and hold harmless the Board from any and all losses, damages, costs, attorney fees and/or liabilities resulting from any such violation of such laws, orders, rules, regulations, codes or ordinances. 7.14 Discrimination Prohibition. Professional represents and warrants that it and any of its employees, agents, contractors, subcontractors and outsides sources shall comply with all existing laws of the United States, and the State of Indiana prohibiting discrimination against any employee or applicant for employment 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 8 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. The Board reserves its right to exercise all remedies provided in Ind. Code §5-16-6-1 for any person so discriminated against. Breach of this provision shall constitute a material breach of this Agreement. 7.15 Severability. If any provision or portion of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision or portion thereof shall be stricken, and all other provisions of this Agreement which can operate independently of such stricken provision shall continue in full force and effect. 7.16 Notice. Any notice, invoice, order or other correspondence required to be sent under this Agreement shall be in writing and either hand-delivered or sent by first-class U.S. mail, postage prepaid, addressed to the Party at the following addresses: To the Board: To Professional: Carmel Clay Board of Parks and Recreation Golf Convergence, Inc. Attn: Michael Klitzing Attn: JJ Keegan 1411 East 116th Street 7156 Timbercrest Lane Carmel, IN 46032 Castle Pines, CO 80108 Phone: (317) 573-4018 Phone: (303)-596-4105 mklitzing@carmelclayparks.com jjkeegan@jjkeegan.com With a Copy to: Brian C. Bosma Kroger, Gardis & Regas LLP 111 Monument Circle, Suite 900 Indianapolis, Indiana 46204-5125 317-692-9000 bcb@kgrlaw.com Notwithstanding the above, a Party may provide to the other Party any notices required or permitted by this Agreement by electronic mail, provided that such notice shall also then be sent as required by this section within three (3) days from the date of such electronic notice. 7.17 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. The Parties further agree that, in the event a lawsuit is filed under this Agreement, they waive any rights to a jury trial they may have, 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 9 and has jurisdiction over same. 7.18 Waiver. Any delay or inaction on the part of either Party in exercising or pursuing its rights and/or remedies provided hereunder or by law shall not operate to waive any such rights or remedies nor in any way affect the rights of such Party to require such performance at any time thereafter. 7.19 Exhibits. All exhibits and/or appendices referenced herein, whether marked Exhibit, Appendix, or by some other title, shall be considered a part of this Agreement as though fully set forth herein. 7.20 Non-Assignment. Professional 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 the Board’s express prior written consent. 7.21 Entire Agreement. This Agreement contains the entire agreement of and between the Parties with respect to the subject matter hereof, and no prior written or oral agreement, understanding or representation pertaining to such subject matter shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by all Parties hereto or their respective successors in interest. To the extent that any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.22 Representation and Warranties. The Parties represent and warrant that they are authorized to enter into this Agreement and that each person or entity executing this Agreement has the authority to bind such Party or the Party which they represent, as the case may be. 7.23 Advice of Counsel. The Parties warrant that they have read this Agreement and understand it, are fully aware of their respective rights, have had the opportunity for the advice and assistance of an attorney throughout the negotiation of this Agreement, and enter into this Agreement freely, voluntarily and without any duress, undue influence, coercion or promise of benefit, except as expressly set forth herein. 7.24 Headings. All headings and sections of this Agreement are inserted for convenience only and do not form part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 10 7.25 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement. 7.26 Attorney Fees. In the event that either Party shall bring an action or legal proceeding for the alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either Party, the prevailing Party shall be entitled to recover from the non-prevailing Party, as a part of such action or proceeding, or in a separate action brought for that purpose, reasonable attorney’s fees and costs, expert witness fees and court costs as may be fixed by the court or jury. 7.27 Notification. Professional and the Board shall each provide prompt written notice to the other if they become aware at any time of any material fault or default in the Project or defect in Professional’s work, including any errors, omissions or inconsistencies in, or non-conformance with, any construction documents for the project, any of the Services delivered pursuant to this Agreement, any of the services or information provided by or to the Board or any other materially adverse information relating to the project. 7.28 Causes of Action. Causes of action between the Parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations will commence to run either on the date of substantial completion of the project (for acts or failures to act occurring prior to substantial completion), or, in the event of an act or failure to act occurring after the date of substantial completion, the date the act or failure becomes known or reasonably should have been known. 7.29 Confidentiality. Professional shall treat all information relating to occurrences at the Project Site (including without limitation events, discoveries and communications) and all information supplied to Professional by the Board as confidential, proprietary information owned by the Board. Professional shall not itself release or permit persons or entities under its control to release such information to third parties or to private or public agencies or make or permit persons or entities under its control to make public announcements or publicity releases relating to such information without the Board’s prior written consent. A violation of the provisions of this section shall constitute a material breach of this Agreement. 7.30 Dispute Resolution. If Professional has a dispute with the Board regarding the application or interpretation of any provision of this Agreement or the breach thereof, the Professional shall, within thirty (30) days after such dispute arises, submit its claim, in writing, to the Board attaching all supporting documentation. Should the Board request additional documentation or information, Professional shall provide such documentation and/or information promptly. Within thirty (30) days after receiving the Professional’s written claim and all requested documentation and information, the Board shall respond with its position and proposed resolution of the dispute. If the Professional rejects the Board’s proposed resolution, the Parties agree to endeavor to settle the dispute in an amicable manner in accordance with the rules for mediation under Rule 2 of the Indiana Rules for Alternate Dispute Resolution, with a mediator selected by agreement of the Parties. The Parties shall share equally in the costs of mediation. As a condition precedent to Professional initiating any court proceeding, Professional must first comply fully with the provisions set forth in this section. 7.31 Time. Time is of the essence of this Agreement. Professional covenants to perform all of its obligations in a prompt and workmanlike manner and in accordance with the time periods set forth in this Agreement or as reasonably directed by the Board. 7.32 Compliance. Professional acknowledges that the Board is a political subdivision of the State of Indiana and is required to include certain compliance provisions in its contracts under Indiana law. Consequently, Professional shall comply with all state, federal, and municipal laws, regulations, and standards applicable to its activities pursuant to this Agreement including, but not limited to, the requirements imposed by Ind. Code §22-9-1-10 (non-discrimination) as set forth in Section 7.14 above, the provisions of Ind. Code §5-22-16.5 (disqualification for dealings with Government of Iran), and the provisions of Indiana Code § 5-22-5-1.7 (requiring E-verify for new employees and prohibiting employment of unauthorized aliens). Each of the foregoing provisions are incorporated herein as if set forth in full and Professional hereby certifies that it is in compliance with each such provision and shall remain in compliance throughout the term of this Agreement. IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement on the date appearing above. Carmel/Clay Board of Parks and Recreation Golf Convergence, Inc. m_ ee mila HEIAStifzing, Director gam, President Date: At 24 9995 Date: April22 2025 11 CzTfshfzHsfdivlijobu22;29bn-Nbz19-3136 G & GFitnessEquipment, LLC Street Department - 2025 Appropriation #1206 10142-389.00, 42-390.34, 43-509.00Funds; P.O. #116601 Contract NotToExceed $106,830.35 6. DISCLOSURE AND WARNINGS: Ifrequested byCity, Vendor shallpromptly furnish toCity, insuch formand detail as Citymay direct, alistof allchemicals, materials, substances anditems used inorduring theprovision ofthe Goods and Services provided hereunder, including thequantity, quality and concentration thereof andanyother information relating thereto. Atthetime ofthe delivery oftheGoods andServices provided hereunder, Vendor agrees tofurnish to Citysufficient written warning andnotice (including appropriate labels oncontainers and packing) ofany hazardous material utilized inorthat isapartoftheGoods andServices. 7. LIENS: Vendor shall notcause orpermit thefilingofanylien onany ofCity’sproperty. Intheevent anysuch lien is filedand Vendor fails toremove such lien within ten (10) daysafter thefiling thereof, bypayment orbonding, Cityshallhavethe right topaysuch lien orobtain suchbond, allatVendor’ssolecostandexpense. 8. DEFAULT: Inthe event Vendor: (a) repudiates, breaches ordefaults under any oftheterms orconditions ofthis Agreement, including Vendor’swarranties; (b) fails toprovide theGoods andServices asspecified herein; (c) fails tomake progress so astoendanger timely and proper provision oftheGoods andServices anddoes not correct such failure orbreach within five (5) business days (orsuch shorter period oftimeas iscommercially reasonable under the circumstances) afterreceipt ofnotice from Cityspecifying such failure orbreach; or (d) becomes insolvent, isplaced into receivership, makes ageneral assignment forthe benefit ofcreditors or dissolves, each such event constituting an event ofdefault hereunder, City shallhave theright to (1) terminate alloranyparts ofthisAgreement, without liability toVendor; and (2) exercise all other rights and remedies available toCity atlawand/orinequity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain infullforce and effect during theterm ofthisAgreement, withaninsurer licensed todo business intheState ofIndiana, such insurance asisnecessary for theprotection ofCity and Vendor from allclaims fordamages under anyworkers’ compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, butnotlimited to, personal injury, sickness, disease or death ofortoany ofVendor’sagents, officers, employees, contractors andsubcontractors; and, for any injury toordestruction ofproperty, including, butnotlimited to, any lossofuseresulting therefrom. The coverage amounts shall benoless than those amounts setforth inattached Exhibit C. Vendor shall cause its insurers toname Cityasanadditional insured onallsuch insurance policies, shall promptly provide City, upon request, with copies ofallsuch policies, andshallprovide that such insurance policies shall notbecanceled without thirty (30) dayspriornotice toCity. Vendor shallindemnify andhold harmless Cityfromand against anyandall liabilities, claims, demands orexpenses (including, butnotlimited to, reasonable attorney fees) for injury, death and/or damages toanyperson orproperty arising from orin connection withVendor’sprovision ofGoods andServices pursuant toorunder this Agreement orVendor’suseofCity property. Vendor further agrees toindemnify, defend and hold harmless City and itsofficers, officials, agents and employees fromallclaims andsuits ofwhatever type, including, butnotlimited to, allcourtcosts, attorney fees, and other expenses, caused byany act oromission ofVendor and/orof anyofVendor’sagents, officers, employees, contractors orsubcontractors intheperformance ofthisAgreement. These indemnification obligations shall survive thetermination ofthisAgreement. 2 G & GFitnessEquipment, LLC Street Department - 2025 Appropriation #1206 10142-389.00, 42-390.34, 43-509.00Funds; P.O. #116601 Contract NotToExceed $106,830.35 10. GOVERNMENT COMPLIANCE: Vendor agrees tocomply with allfederal, state and local laws, executive orders, rules, regulations and codes which maybeapplicable toVendor’sperformance ofitsobligations under this Agreement, andallrelevant provisions thereof areincorporated herein by this reference. Vendor agrees to indemnify andholdharmless Cityfrom any loss, damage and/orliability resulting fromany suchviolation ofsuch laws, orders, rules, regulations andcodes. This indemnification obligation shall survive the termination ofthis Agreement. 11. NONDISCRIMINATION: Vendor represents and warrants that itand allof itsofficers, employees, agents, contractors and subcontractors shallcomply with alllawsoftheUnited States, theState ofIndiana andCityprohibiting discrimination against anyemployee, applicant for employment orother person intheprovision ofanyGoods and Services provided bythisAgreement with respect totheirhire, tenure, terms, conditions andprivileges of employment and any other matter related totheiremployment orsubcontracting, because ofrace, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/orVietnam era veteran status. 12. E-VERIFY: Pursuant toI.C. § 22-5-1.7etseq., asthesame may beamended from time totime, and asisincorporated herein bythis reference (the “Indiana E-Verify Law”), Vendor isrequired toenroll inand verify thework eligibility status ofitsnewly-hired employees using the E-Verify program, andtoexecute theAffidavit attached herein asExhibit D, affirming that itisenrolled andparticipating intheE-Verify program anddoes not knowingly employ unauthorized aliens. Insupport oftheAffidavit, Vendor shall provide theCity withdocumentation indicating that ithas enrolled andisparticipating intheE-Verify program. Should Vendor subcontract fortheperformance ofany work under andpursuant tothis Agreement, itshallfullycomply with theIndiana E- Verify Lawasregards each suchsubcontractor. Should theVendor oranysubcontractor violate theIndiana E-Verify law, theCitymay require acure ofsuchviolation and thereafter, ifnotimely cure isperformed, terminate thisAgreement inaccordance witheither the provisions hereof orthose setforth intheIndiana E- Verify Law. The requirements ofthis paragraph shall notapplyshould the E-Verify program cease toexist. 13. NOIMPLIED WAIVER: The failure ofeither party torequire performance bytheother ofany provision ofthisAgreement shallnotaffect theright ofsuch party torequire such performance atanytimethereafter, norshallthe waiver byany partyof abreach ofanyprovision ofthisAgreement constitute awaiver ofanysucceeding breach ofthesame orany other provision hereof. 14. NON-ASSIGNMENT: Vendor shallnot assign orpledge this Agreement, whether ascollateral foraloanorotherwise, and shall not delegate itsobligations under this Agreement without City’spriorwritten consent. 15. RELATIONSHIP OFPARTIES: The relationship ofthe parties hereto shall beasprovided forinthisAgreement, andneither Vendor norany ofitsofficers, employees, contractors, subcontractors andagents areemployees of City. The contract price setforthherein shall bethefulland maximum compensation andmonies required ofCity tobepaid toVendor under orpursuant tothisAgreement. 16. GOVERNING LAW; LAWSUITS: This Agreement istobeconstrued inaccordance with and governed bythelaws oftheStateofIndiana, except foritsconflict oflaws provisions. The parties agree that, intheevent alawsuit isfiled hereunder, theywaive theirright toajurytrial, agree tofile anysuch lawsuit inanappropriate courtinHamilton County, Indiana only, 3 G & GFitnessEquipment, LLC Street Department - 2025 Appropriation #1206 10142-389.00, 42-390.34, 43-509.00Funds; P.O. #116601 Contract NotToExceed $106,830.35 and agree that suchcourt istheappropriate venue forand hasjurisdiction oversame. 17. SEVERABILITY: Ifany term ofthisAgreement isinvalid orunenforceable under any statute, regulation, ordinance, executive order orother rule oflaw, suchterm shallbedeemed reformed ordeleted, butonly totheextent necessary to comply with same, and theremaining provisions ofthisAgreement shall remain infullforce andeffect. 18. NOTICE: Anynotice provided forinthis Agreement willbe sufficient ifitisinwriting andisdelivered bypostage prepaid U.S. certified mail, return receipt requested, totheparty tobe notified attheaddress specified herein: IftoCity: CityofCarmel AND CityofCarmel Street Department Office ofCorporation Counsel st3400W131 Street One Civic Square Carmel, Indiana 46074 Carmel, Indiana 46032 IftoVendor: G & GFitness Equipment, Inc. 7350 Transit Road Williamsville, NewYork 14221 Notwithstanding theabove, notice oftermination under paragraph 19 hereinbelow shall beeffective ifgiven orally, aslong aswritten notice isthen provided assetforth hereinabove within five (5) business days from the date ofsuch oralnotice. 19. TERMINATION: 19.1 Notwithstanding anything tothecontrary contained inthisAgreement, City may, upon notice toVendor, immediately terminate thisAgreement forcause, intheeventofadefault hereunder byVendor and/or ifsufficient funds arenotappropriated orencumbered topayforthe Goods andServices tobeprovided hereunder. In theevent ofsuch termination, Vendor shall be entitled toreceive onlypayment forthe undisputed invoice amount representing conforming Goods andServices delivered asofthedate of termination, except that such payment amount shallnotexceed the Estimate amount ineffect atthe time oftermination, unless theparties have previously agreed inwriting toagreater amount. 19.2 Citymayterminate thisAgreement atanytime upon thirty (30) days prior notice toVendor. Inthe event ofsuch termination, Vendor shall be entitled toreceive onlypayment for the undisputed invoice amount ofconforming Goods andServices delivered asofthedate oftermination, except that such payment amount shall notexceed theEstimate amount ineffect atthetime oftermination, unless the parties havepreviously agreed inwriting toagreater amount. 19.3 TheCitymayterminate this Agreement pursuant toParagraph 11hereof, asappropriate. 20. REPRESENTATIONS AND WARRANTIES Theparties represent and warrant that theyareauthorized toenterinto this Agreement andthatthe persons executing this Agreement havethe authority tobind theparty which they represent. 21. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that Citymay, from time totime, request Vendor toprovide additional goods andservices toCity. When Citydesires additional goods and services from Vendor, theCity shall notify Vendor 4 G & GFitnessEquipment, LLC Street Department - 2025 Appropriation #1206 10142-389.00, 42-390.34, 43-509.00Funds; P.O. #116601 Contract NotToExceed $106,830.35 ofsuch additional goods andservices desired, aswellasthetime frame inwhich same are tobeprovided. Only afterCity has approved Vendor’stime and cost estimate forthe provision ofsuchadditional goods and services, hasencumbered sufficient monies topay forsame, and hasauthorized Vendor, inwriting, toprovide suchadditional goods and services, shall such goods and services beprovided byVendor toCity. Acopy of theCity’sauthorization documents forthe purchase ofadditional goods andservices shall benumbered and attached hereto intheorder inwhichthey areapproved byCity. 22. TERM Unless otherwise terminated inaccordance withthetermination provisions set forth inParagraph 19 hereinabove, this Agreement shall beineffect from the Effective Date through thesatisfactory completion of services and/ordelivery andacceptance ofgoods contracted forherein. 23. HEADINGS Allheading and sections ofthis Agreement areinserted forconvenience onlyand donotform apartofthis Agreement norlimit, expand orotherwise alterthe meaning ofany provision hereof. 24. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound totheother with respect toallofthecovenants, terms, warranties and obligations set forth inAgreement. 25. NOTHIRD PARTY BENEFICIARIES This Agreement gives norights orbenefits toanyone other than CityandVendor. 26. DEBARMENT AND SUSPENSION 26.1 The Vendor certifies byentering intothis Agreement thatneither itnoritsprincipals norany ofits subcontractors arepresently debarred, suspended, proposed fordebarment, declared ineligible orvoluntarily excluded fromentering into thisAgreement byanyfederal agency orbyany department, agency orpolitical subdivision oftheState ofIndiana. Theterm “principal” for purposes ofthisAgreement means anofficer, director, owner, partner, key employee orother person with primary management orsupervisory responsibilities, oraperson who has acritical influence onorsubstantive control over the operations ofthe Vendor. 26.2 TheVendor certifies thatithas verified thestate andfederal suspension anddebarment status forall subcontractors receiving funds under this Agreement and shall besolely responsible forany recoupment, penalties orcosts thatmight arisefrom useofasuspended ordebarred subcontractor. The Vendor shall immediately notify theCity ifanysubcontractor becomes debarred orsuspended, andshall, attheCity’s request, take allsteps required bytheCity toterminate itscontractual relationship withthe subcontractor for worktobeperformed under this Agreement. 27. IRAN CERTIFICATION Pursuant toI.C. § 5-22-16.5, the Vendor shallcertify that, insigning thisAgreement, itdoes not engage in investment activities within the Country ofIran. 28. ADVICE OFCOUNSEL: Theparties warrant thattheyhave read thisAgreement and understand it, have hadtheopportunity toobtain legal advice and assistance of counsel throughout thenegotiation ofthisAgreement, andenter intosame 5 Item NumberBrand*Equipment NameProduct NumberQuantityUnit PriceTotal Price Warranty 1TRUEGravity Recumbent BikeRC2-0A-351$1,705.00$1,705.007y Frame, 5y Parts, 2y Labor 2TRUEGravity Elliptical Base1$2,970.00$2,970.00XC2-0A-357y Frame, 5y Parts, 2y Labor 3TRUEGravity+ Treadmill Base TC2-0A-351$4,620.00$4,620.007y Frame, 5y Parts, 3y Labor 4TRUEVapor Palisade Climber Base 1$5,005.00$5,005.00VC1-0A-357y Frame, 3y Parts, 2y Labor 5TRUE4$1,099.45$4,397.8010" Unite Touch Screen (NoTuner)CC6-T10A-0003y 6TKOAirraid Bike8AB1$896.50$896.505y Frame, 2y Parts 7TKOAirraid Rower8AR1$720.50$720.505y Frame, 2y Parts Half Rack - Includes: 1) Pair ofJ-Hooks 1) Pair ofSafety Catches 1) Landmine8TKO/DEFIANT2$2,080.00$4,160.00DS-901HR / DS-988 / DS-990 Lifetime Frame, 5yFinish, 1yBearings/Grips/Pulleys, 90dUph/Wear Guards1) DipAttachment 1) LowBand Attachment 1) Bar Storage 1) Band/ Belt/ Collar Storage 6' Cage Connector withLogo: 9TKO/DEFIANT$318.50$318.50DS-997-72 / DS-9831Lifetime Frame, 5y Finish, 1y Bearings/Grips/Pulleys, 90d Uph/Wear GuardsMultiGripChinBar 6' x8'- Rubber Insert/Platform with Custom10TKO/DEFIANT $1,657.50$3,315.00Z9502LifetimeFrame, 5y Finish, 1y Bearings/Grips/Pulleys, 90d Uph/Wear GuardsLogo (Beveled) 11GRONK4102-G12$174.30$348.607' "Athlete" Bar1y Breakage and Defects 12GRONK2205-G18$78.75$630.0045lbBumperPlate1yBreakage and Defects 13GRONK25lb Bumper Plate2203-G14$43.75$175.001y Breakage and Defects 14GRONK2201-G14$17.50$70.0010lbBumperPlate1yBreakage and Defects 15GRONK45lb Rubber Grip Plate2006-G112$72.14$865.625y Breakage and Defects 16GRONK2005-G16$56.11$336.6335lbRubberGripPlate5y Breakage and Defects 17GRONK2004-G16$40.08$240.4525lbRubberGripPlate5y Breakage and Defects 18GRONK2003-G112$16.03$192.3610lbRubberGripPlate5y Breakage and Defects 19GRONK2002-G16$8.02$48.095lbRubberGripPlate5y Breakage and Defects 20GRONK2001-G16$4.01$24.072.5lb Rubber Grip Plate5y Breakage and Defects 21GRONK4502-G16$17.49$104.96Lock-Jaw Collar (Pair)3mBreakage andDefects 22TKO872SM-B1$2,423.50$2,423.50SmithMachine- Black10y Frame, 5y Parts, 1y Cables, 6m Uph/Grips/Rollers 23GRONK4201-G12$389.35$778.70FIDBench 10yFrame, 1yUph, 5yParts, 1yAttachments, 3mCosmetic, 1yLabor 24GRONKFID Bench 4201-G12$389.35$778.7010y Frame, 1yUph, 5y Parts, 1y Attachments, 3m Cosmetic, 1y Labor 25TKO70521$1,137.50$1,137.5015PairDumbbellRackwithSaddles10y Frame, 5y Parts Urethane Dumbbell Set26GRONK1001-G1…1012-G11$1,131.90$1,131.90 Limited 5yBreakage and Defects5lbto50lbPairs (5lbIncrements) Urethane Dumbbell Set27GRONK1013-G1…1017-G11$1,337.70$1,337.70 Limited 5yBreakage and Defects55lbto75lbPairs (5lbIncrements) Weight Assisted Chin/Dip Combo28TKO1$3,029.00$3,029.007026-G210y Frame, 5y Parts, 1y Cables, 6m Uph/Grips/Rollers200lbStack 5Station Modular Frame with Cable Cross. Includes: 29TRUE1$10,972.00$10,972.00TMS5000-35-STD10y Frame, 5y Parts, 1y Labor, 3m Cosmetic/CoatingsCableCross, Lat Pulldown, Low Row, & Single Station Adjustable Pulley 30TRUE$507.00$507.00FrontandRearShroudsforSingleSideFrameTMSOO11110yFrame, 5y Parts, 1y Labor, 3m Cosmetic/Coatings 31TRUE1$1,092.00$1,092.00FrontShroudsfor4-Sided FrameTMSOO1410y Frame, 5y Parts, 1y Labor, 3m Cosmetic/Coatings 10yFrame Components/Welds(excluding coatings), 5yBronze Bushings/Sealed Rotating Bearings/Pulleys/Weight Plates/GuideRods(excluding coatings), 1yLabor/Cables/Linear Bearings/Shafts/Components Not32TRUE$3,314.35$3,314.35FuseXL- Abdominal- 250lb StackFUSE1400H-351 Mentioned Elsewhere, 90dNormal Wear Parts (including notlimited to) Labels/Uph/Grips 10yFrame Components/Welds(excluding coatings), 5yBronze Bushings/Sealed Rotating Bearings/Pulleys/Weight Plates/GuideRods(excluding coatings), 1yLabor/Cables/Linear Bearings/Shafts/Components Not33TRUE1$5,004.35$5,004.35FuseXL- LegPress- 310lb StackFUSE0300H-35 Mentioned Elsewhere, 90dNormal Wear Parts (including notlimited to) Labels/Uph/Grips 10yFrame Components/Welds(excluding coatings), 5yBronze Bushings/Sealed Rotating Bearings/Pulleys/Weight Plates/GuideRods(excluding coatings), 1yLabor/Cables/Linear Bearings/Shafts/Components Not34TRUE$3,249.35$3,249.35FuseXL- Deltoid Lateral Raise- 250lb StackFUSE0800H-351 Mentioned Elsewhere, 90dNormal Wear Parts (including notlimited to) Labels/Uph/Grips 10yFrame Components/Welds(excluding coatings), 5yBronze Bushings/Sealed Rotating Bearings/Pulleys/Weight Plates/GuideRods(excluding coatings), 1yLabor/Cables/Linear Bearings/Shafts/Components Not35TRUE$3,834.35$3,834.35FuseXL- Pec Fly/ Rear Delt- 250lb StackFUSE1000H-351 Mentioned Elsewhere, 90dNormal Wear Parts (including notlimited to) Labels/Uph/Grips 36TRUE$2,924.35$2,924.35Force- Leg Extension/ Leg Curl- 255lb StackSD1000H-35110y Frame/Welds/Cams/Weight Plates, 5yBushings/Pivot Bearings/Gas-Shocks/Pulleys/Guide Rods, 1yCables/Rubber Grips, 6m Uph/Hardware/Parts Not Mentioned 10yFrame Components/Welds(excluding coatings), 5yBronze Bushings/Sealed Rotating Bearings/Pulleys/Weight Plates/GuideRods(excluding coatings), 1yLabor/Cables/Linear Bearings/Shafts/Components Not37TRUE$3,899.35$3,899.35FuseXL- Inner/ Outer Thigh- 250lb StackFUSE0400H-351 Mentioned Elsewhere, 90dNormal Wear Parts (including notlimited to) Labels/Uph/Grips 38TRUE$3,119.35$3,119.35Force- Multi-Press- 255lb StackSD1005H-35110y Frame/Welds/Cams/Weight Plates, 5yBushings/Pivot Bearings/Gas-Shocks/Pulleys/Guide Rods, 1y Cables/Rubber Grips, 6mUph/Hardware/Parts Not Mentioned 39TKO/DEFIANT72" Bumper Plate Storage DS-950-721$383.50$383.50Lifetime Frame, 5y Finish, 1y Bearings/Grips/Pulleys, 90d Uph/Wear Guards 40TKO$663.00$663.0010BarBarbellRack846BBR-BK110y Frame, 1y Parts 41GRONK$1,820.00$1,820.0020lbto110lbFixedStraightBarSet- RubberS15y Breakage and Defects 42ABS$1,884.35$1,884.35Tireflip180SystemABS4004-0213y Frame/Storage Posts, 9m Weight Pins, 1y All Other Parts Group Functional Studio. Includes: Training Area- Combat, Rebounder, StallBars/ Trx, and Functional. 43TKO9907$4,605.00$4,605.00110yFrame, 5y Parts, 1y Cables, 6m Uph/Grips/RollersStorage- Kettlebells, Med Balls, Slam Balls. Includes: Heavy Bag, Landmine, PlyoStep, and DipAttachment. 44TKO$39.00$39.00MatRackAttachment (For 899ASR)89ATT-MR110y Frame, 5y Parts Customizable Accessory Storage Rack- 899ASRStandardRackPlus: 45TKO$806.00$806.0089ATT-SB110y Frame, 5y PartsStabilityBallStorage89ATT-FR3) Foam Roller Holder 46TRX$174.96$174.96SuspensionTrainerTRXCLUB412y 47GRONK30' Battle Rope4301-G11$69.99$69.993m 48GRONK$52.48$52.48FoamRollerBundle- 36"- 3Rollers 3301-G113m 49GRONK$27.99$139.96CommercialHangingMat - 72"3201-G153m 50GRONK$4.20$8.39SpeedRope80042U23m Mini Loop Resistance Band Set: 51GRONK$29.39$29.392) Yellow .35mm, (2) Red .7mm, (2) Blue3120-G1 / 3121-G1 / 3122-G113m 1.1mm - 6Total Bands Resistance Tubing Pack: 52GRONK$52.45$52.455) Resistance Bands w/ Handles - 10lbto503110-G1…3114-G113m lbs. Strength Band Set: (2) XXX-Light (2) XX- 53GRONK$110.57$110.573101-G1…3104-G113mLight (2) X-Light (2) Light Commercial Grade Stability BallPack: 54GRONK$132.27$132.273040-G1 / 3041-G1 / 3042-G113m1) 55cm, (2) 65cm, (1) 75cm Rubber Hex Dumbbell Set. Includes: 55GRONK$262.28$262.28SDR-003…SDR-02511y Breakage and Defects3, 5, 8, 10, 12, 15, 20, 25lb (Pair ofEach Size) 56GRONK2$12.60$25.20CastIronKettlebell- 4kg4001-G13m 57GRONKCast Iron Kettlebell- 6kg4002-G12$18.90$37.803m 58GRONK2$25.20$50.40CastIronKettlebell- 8kg4003-G13m 59GRONKCast Iron Kettlebell- 12kg4005-G12$37.80$75.603m 60GRONK2$50.40$100.80CastIronKettlebell- 16kg4006-G13m 61GRONKCast Iron Kettlebell- 20kg4008-G12$63.00$126.003m 62XM$90.30$90.30Sandbag - Small -Up to 20lb31411Lifetime Frame, 2y Parts, 1y Labor 63XM$90.99$90.99Sandbag - Medium -Up to 50lb31401Lifetime Frame, 2y Parts, 1y Labor 64XM$94.50$94.50Sandbag - Large -Up to 80lb28361Lifetime Frame, 2y Parts, 1y Labor 65GRONK$160.30$160.3055"x23" Hex Bar/ Trap Bar4110-G111y Breakage and Defects 66GRONK$20.29$20.29BarbellPad4501-G113m 67GRONK$48.30$48.30WallBall, 8lb3001-G113m 68GRONKWall Ball, 12lb3003-G11$55.30$55.303m 69GRONK$62.30$62.30WallBall, 16lb3005-G113m 70GRONKSlam Ball, 10lb3030-G11$27.99$27.993m 71GRONK$32.19$32.19SlamBall, 12lb3031-G113m 72GRONKSlam Ball, 15lb3032-G11$36.39$36.393m 73GRONK$44.09$44.09SlamBall, 25lb3034-G113m 74GRONK$52.49$52.49SlamBall, 30lb3035-G113m 75GRONK$41.99$41.99SlamBall, 40lb3036-G113m 76GRONK$23.80$23.80MedicineBall, 4lb3016-G113m 77GRONK$27.30$27.30MedicineBall, 6lb3017-G113m 78GRONK$34.30$34.30MedicineBall, 10lb3019-G113m 79GRONKMedicine Ball, 16lb3022-G11$44.80$44.803m 80GRONK$48.30$48.30MedicineBall, 18lb3023-G113m 81GRONKPush/ Drive Sled4305-G11$207.97$207.971y Breakage and Defects 82$14,259.54Shipping, Delivery, andInstallation 106,830.35TOTALCOST Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Person Providing Date Goods/Services Goods/ Service Provided Signature Printed Name EXHIBIT B Invoice Goods/Services Provided Describe each good/service separately and in detail) GRAND TOTAL Date: Goods Cost Per Item Services Hourly Total Rate/ Hours Worked EXHIBIT C INSURANCE COVERAGES Worker’s Compensation & Disability Statutory Limits Employer’s Liability: Bodily Injury by Accident/Disease: $500,000 each employee Bodily Injury by Accident/Disease: $500,000 each accident Bodily Injury by Accident/Disease: $1,000,000 policy limit Commercial General Liability (Occurrence Basis), Bodily Injury, Personal Injury, Property Damage, Contractual Liability, Products – Completed Operations: General Aggregate Limit (other than Products/Completed Operations): $2,000,000 Products/Completed Operations: $1,000,000 Personal & Advertising Injury Limit: $500,000 Each Occurrence Limit: $1,000,000 Damage to Premises: $100,000 each occurrence Fire Damage (any one fire): $250,000 each occurrence Medical Expense Limit (any one person): $10,000 Auto Liability (owned, hired, and non-owned) Bodily Single Limit: $1,000,000 each accident Injury and Property Damage: $1,000,000 each accident Policy Limit: $1,000,000 Umbrella/Excess Liability Each Occurrence: $1,000,000 Aggregate: $1,000,000 Maximum Deductible: $10,000 CITY OF CARMEL, INDIANA Information CARTER GREEN SPECIAL EVENT / FACILITY USE REQUEST FORM Please reference the City of Carmel Special Event/Facility Use Policy * Must be at least 18 years of age to complete this form. FACILITY* Neighborhood Name/Streets to be closed 1. CITY FACILITY REQUESTED: Mark all that apply CARTER GREEN (area between Palladium & James Building) PALLADIUM EAST PATIO (on the Campus of the Center for the Performing Arts) 2. STREET(S) REQUESTED: Include addresses as appropriate 04/29/2025Allied Solutions: Yes 05-06-2025 yes, 05-07-2025 yes, 05-06-2025 yes, 05-07-2025 yes, 05-09-2025 yes, 05-13-2025 UPLOAD MAP Type of Closure: Further Info for type of closure REQUESTS: CITY SERVICES NEEDED: No Parking Signs* Event Use/Purpose: Description of Event: An easy to read, color map of the area is required with submission. Rolling closure Total closure Lane restrictions - explain below Other - explain below N/A Explain lane restrictions needed and other needed below: 3. SPECIAL REQUESTS: Mark all that apply ELECTRICITY JAMES BUILDING RESTROOMS (CARTER GREEN) *Extra fees apply N/A Other 3 No Parking Passes for Southside of Garden, only 4. CITY SERVICES NEEDED: Mark all that apply Cones/Barricades (signed agreement required) Detour/Traffic Redirection Signs (signed agreement required) Emergency Medical Services (EMS) (Extra fees may apply) Extra Patrol During Event (when available) Traffic Control (Extra fees may apply) On-site Security (Assigned off-duty CPD officers, extra fees will apply) No Parking Signs (Pick up at Carmel Police Department) Trash Trailer ($150 fee may be applied for use) N/A Other Access to Electrical for DJ Please note the number of NO PARKING SIGNS needed 3 5. EVENT DETAILS: Ceremony for Wedding at Hotel Carmichael from 5 PM - 6 PM on Saturday, April 25th, 2026. Provide a brief description of event Hotel will provide 140 White Wooden Chairs for ceremony & (1) 6' table for DJ. Set up will occur at 2 PM after vendors have left the Farmers Market. Hotel will retrieve all chairs & table at 6:30 PM after ceremony photos. No other equipment or assistance necessary. Attach additional pages if needed-SEE BELOW Event Date Start*Event Date End* If multiple dates, please list Set-Up time* Tear Down End time* Event Start time:* Event End time:* Rehearsal Rehearsal Date: Rehearsal Start Time: Rehearsal End Time: Number of People Expected:* Fees? ADDITIONAL PAGES OF DESCRIPTION OF THE EVENT 4/25/2026 4/25/2026 2:00:00 PM 6:30:00 PM 5:00:00 PM 6:00:00 PM NA 4/24/2026 4:00:00 PM 5:00:00 PM 20 Will a Fee be charged for this event? If yes, please describe below. YES NO EVENT SET UP: Mark all that apply Stage Size of Stage Tent(s) – If placing a tent over the entire green space at Midtown Plaza, the exclusive vendor for tent rental is A-Classic Party Rentals (317-251-7368). Otherwise, you may use the vendor of your choice. Size of Tent (s) (Tents 20 x 20 or larger require inspection by Carmel Fire Department, 317-571- 2600) Vendors Contact Person Email Phone Number: Cell Number: Name/Organization: Address Organization Type:* Residency A refundable Security Deposit in the amount of $100 for any applicant located or residing within Carmel city limits or a non-refundable event fee in the amount of $150 for any applicant located or residing outside of Carmel city limits must be received prior to application review or processing. Bounce House N/A Other Name of Merchants(s) doing the setup Phone Number of Merchant(s) doing set up: VENDORS: Mark all that apply VENDORS PRESENT FOOD SERVED (May be subject to Hamilton County Health Department inspection.) ALCOHOL SERVED - Please see Section R under “General Terms and Conditions” in the Public Use Policy. N/A 6. CONTACT INFORMATION: Mallory Davis mdavis@hotelcarmichael.com 3176889611 Hotel Carmichael City Carmel State / Province / Region IN Postal / Zip Code 46032 Country USA Street Address 1 Carmichael Square Address Line 2 For-Profit Organization Is the Organization based within the City of Carmel city limits? Yes No SECURITY DEPOSIT AND FEE: Payment may be made online using a credit or debit card at https://www.govpaynow.com . PLC #A0026j, calling the Govpay call center at 1-888-604-7888 (give them PLC#) or in the form of a certified check or money order made payable to the City of Carmel. (Mail to: Carmel City hall, Attn: Lobby Desk, 1 Civic Square, Carmel, IN 46032) The Carmel Board of Public Works and Safety reserves the right, in its sole discretion, to deny any facility use request and/or revoke any previsously granted request to use a City facility for any lawful reason. DISCLAIMER: Acknowledgement and Agreement Mayor's Office ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH SPECIAL EVENT/FACILITY USE POLICY I have read and understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. I will leave the City facility I use in the same condition that it was immediately prior to my use thereof. I agree to pay for any damage, repair or clean-up costs incurred by the City as a result of my use of a City facility. I hereby certify that I, and the organization I represent, if applicable, agree to be bound by the City's Special Event/Facility Use Policy and by any addition conditions or restrictions placed upon my/our use of a City facility by the Board. I understand that the Board has the right to deny, alter or revoke my request for the use of a City facility for any lawful reason. I and/or my organization also agree to indemnify and hold harmless the City of Carmel and all of its directors, officers, employees, agents and affiliates from any claims of whatever nature (whether foreseeable or not) arising from or in connection with this Application for any damages, costs or expenses incurred directly or indirectly as a result of my/our use of the City-owned facility and/or property. Age Confirmation* Special Event/Facility Use Policy* * * GO TO THE CITY OF CARMEL USE ONLY TAB AND CLICK ON SUBMIT I confirm that I am 18 years of age or older. By selecting this box, I hereby acknowledge that I have read and fully understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. Hotel Carmichael / Mallory Davis Name of Organization/Applicant Signature of Authorized Agent/Applicant Mallory Davis, Catering Sales Manager Printed Name and Title (If applicable) 3176889611 Phone Number (Required) 1 Carmichael Sq Carmel, IN 46032 Address of Organization/Applicant 4/28/2025 Date City of Carmel Use Only Approved this ______day of _______________, 20 CITY OF CARMEL, INDIANA By and Through its Board of Public Works and Safety ___________________________________ Laura Campbell, Presiding Officer Date: ______________________________ ___________________________________ James Barlow, Member Date: ______________________________ ___________________________________ Alan Potasnik, Member Date: ______________________________ ATTEST: _____________________ Jacob Quinn, City Clerk ________________ Date Special Conditions:__________________________________________________________________ CITY OF CARMEL, INDIANA Information SPECIAL EVENT / FACILITY USE REQUEST FORM Please reference the City of Carmel Special Event/Facility Use Policy * Must be at least 18 years of age to complete this form. The Event Request Form must be submitted a minimum of 60 days prior to the planned date of the event or activity. Please click here to request the Carter Green or East Patio. Facility(s) 1. CITY FACILITY(S) REQUESTED: Civic Square Fountain Area Civic Square Gazebo / Lawn Japanese Garden Monon & Main Plaza Midtown Plaza (Events must be free and open to the public. We are unable to accommodate public movie requests.) Reflecting Pool (Please note that Veteran's Memorial Freedom Circle and Plaza is not available for use) Sophia Square Other Carmel Arts & Design District    X 05/02/2025Monon & Main: Yes 05-06-2025 yes, 05-07-2025 yes, 05-06-2025 yes, 05-07-2025 yes, 05-09-2025 yes, 05-13-2025 Neighborhood Name/Streets to be closed Upload Map Type of Closure: Further Info for type of closure Requests: 2. STREET(S) REQUESTED: Include addresses as appropriate An easy to read, color map of the area is required with submission. Rolling closure Total closure Lane restrictions - explain below Other - explain below N/A Explain lane restrictions needed and other needed below: 3. SPECIAL REQUESTS: Electricity Fountain Restroom - Fountain/Gazebo Reflecting Pool Restrooms N/A Other 4. CITY SERVICES NEEDED: Mark all that apply City Services Needed Event Use/Purpose:* Description of Event:* Event Date Start * Per the City of Carmel Special Event/Facility Use Policy, requests must be received at least 60 days prior to the event. Event Date End* If multiple dates, please list Set-Up time:* Tear Down End time:* Event Start time:*Event End time:* Rehearsal Cones/Barricades (signed agreement required) Detour/Traffic Redirection Signs (signed agreement required) Emergency Medical Services (EMS) (Extra fees may apply) Extra Patrol During Event (when available) Traffic Control (Extra fees may apply) On-site Security (Assigned off-duty CPD officers, extra fees will apply) No Parking Signs (Pick up at Carmel Police Department) Trash Trailer ($150 fee may be applied for use) N/A Other 5. EVENT DETAILS Americana on Main is a four-week community celebration held on Wednesday evenings from June 11th – July 2nd. The event aims to boost foot traffic, foster local business participation, and create a nostalgic, summer-inspired atmosphere for the community. Provide a brief description of event Americana on Main is a four-week community celebration held on Wednesday evenings from June 11th – July 2nd. Each week will highlight a unique theme and include live entertainment rotating between Anthony’s Plaza and 1st on Main Plaza, along with family-friendly activities designed to engage visitors of all ages. The event aims to boost foot traffic, foster local business participation, and create a nostalgic, summer-inspired atmosphere for the community. Attach additional pages if needed-SEE BELOW ADDITIONAL PAGES OF DESCRIPTION OF THE EVENT 6/11/2025 7/2/2025 June 11th, June 18th, June 25th, & July 2nd 12:00:00 PM 9:00:00 PM 4:00:00 PM 8:00:00 PM NA Number of People Expected:* Fees? Vendors Contact Person* Email* Phone Number:* Cell Number: Name/Organization: 2,500 Will a Fee be charged for this event? If yes, please describe below. Yes No EVENT SET UP: Stage Size of Stage Tent(s) – If placing a tent over the entire green space at Midtown Plaza, the exclusive vendor for tent rental is A-Classic Party Rentals (317-251-7368). Otherwise, you may use the vendor of your choice. Size of Tent (s) (Tents 20 x 20 or larger require inspection by Carmel Fire Department, 317-571-2600) Bounce House N/A Other Name of Merchants(s) doing the setup Phone Number of Merchant(s) doing set up: VENDORS: Vendors Present Food Served (May be subject to Hamilton County Health Department Inspection) Alcohol Served (Please see Section R under “General Terms and Conditions” in the Special Event/Facility Use Policy) N/A 6. CONTACT INFORMATION: Devin Seabrook dseabrook@carmel.in.gov 3175528745 City of Carmel Address Organization Type:* Residency A refundable Security Deposit in the amount of $100 for any applicant located or residing within Carmel city limits or a non-refundable event fee in the amount of $150 for any applicant located or residing outside of Carmel city limits must be received prior to application review or processing. Payment may be made online using a credit or debit card at https://www.govpaynow.com . PLC #A0026j, calling the Govpay call center at 1-888-604-7888 (give them PLC#) or in the form of a certified check or money order made payable to the City of Carmel. (Mail to: Carmel City hall, Attn: Lobby Desk, 1 Civic Square, Carmel, IN 46032) The Carmel Board of Public Works and Safety reserves the right, in its sole discretion, to deny any facility use request and/or revoke any previously granted request to use a City facility for any lawful reason. City Carmel State / Province / Region Indiana Postal / Zip Code 46032 Country United States Street Address 1 civic square Address Line 2 Non-Profit Organization Is the Organization based within the City of Carmel city limits? Yes No SECURITY DEPOSIT AND FEE: DISCLAIMER: Acknowledgement and Agreement Mayor's Office ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH SPECIAL EVENT/FACILITY USE POLICY I have read and understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. I will leave the City facility I use in the same condition that it was immediately prior to my use thereof. I agree to pay for any damage, repair or clean-up costs incurred by the City as a result of my use of a City facility. I hereby certify that I, and the organization I represent, if applicable, agree to be bound by the City's Special Event/Facility Use Policy and by any addition conditions or restrictions placed upon my/our use of a City facility by the Board. I understand that the Board has the right to deny, alter or revoke my request for the use of a City facility for any lawful reason. I and/or my organization also agree to indemnify and hold harmless the City of Carmel and all of its directors, officers, employees, agents and affiliates from any claims of whatever nature (whether foreseeable or not) arising from or in connection with this Application for any damages, costs or expenses incurred directly or indirectly as a result of my/our use of the City-owned facility and/or property. Age Confirmation* Special Event/Facility Use Policy* * * GO TO THE CITY OF CARMEL USE ONLY TAB AND CLICK ON SUBMIT I confirm that I am 18 years of age or older. By selecting this box, I hereby acknowledge that I have read and fully understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. Devin Seabrook / City of Carmel Name of Organization/Applicant Signature of Authorized Agent/Applicant Devin Seabrook - Community Relations Specialist Printed Name and Title (If applicable) 3176956521 Phone Number (Required) 1 Civic Sq Carmel IN 46032 Address of Organization/Applicant 5/2/2025 Date City of Carmel Use Only Approved this ______day of _______________, 20 CITY OF CARMEL, INDIANA By and Through its Board of Public Works and Safety ___________________________________ Laura Campbell, Presiding Officer Date: ______________________________ ___________________________________ James Barlow, Member Date: ______________________________ ___________________________________ Alan Potasnik, Member Date: ______________________________ ATTEST: _____________________ Jacob Quinn, City Clerk ________________ Date Special Conditions:__________________________________________________________________ CITY OF CARMEL, INDIANA Information CARTER GREEN SPECIAL EVENT / FACILITY USE REQUEST FORM Please reference the City of Carmel Special Event/Facility Use Policy * Must be at least 18 years of age to complete this form. FACILITY* Neighborhood Name/Streets to be closed 1. CITY FACILITY REQUESTED: Mark all that apply CARTER GREEN (area between Palladium & James Building) PALLADIUM EAST PATIO (on the Campus of the Center for the Performing Arts) 2. STREET(S) REQUESTED: Include addresses as appropriate Approved by Parks. Included in packet PRIDE Event at Carter Green already approved. Run has been added on. Allied Solutions: Yes 05-06-2025 04/30/2025 yes, 05-07-2025 yes, 05-06-2025 yes, 05-07-2025 yes, 05-09-2025 yes, 05-13-2025 UPLOAD MAP Type of Closure: Further Info for type of closure REQUESTS: CITY SERVICES NEEDED: Event Use/Purpose: Description of Event: Event Date Start*Event Date End* An easy to read, color map of the area is required with submission. Rolling closure Total closure Lane restrictions - explain below Other - explain below N/A Explain lane restrictions needed and other needed below: 3. SPECIAL REQUESTS: Mark all that apply ELECTRICITY JAMES BUILDING RESTROOMS (CARTER GREEN) *Extra fees apply N/A Other 4. CITY SERVICES NEEDED: Mark all that apply Cones/Barricades (signed agreement required) Detour/Traffic Redirection Signs (signed agreement required) Emergency Medical Services (EMS) (Extra fees may apply) Extra Patrol During Event (when available) Traffic Control (Extra fees may apply) On-site Security (Assigned off-duty CPD officers, extra fees will apply) No Parking Signs (Pick up at Carmel Police Department) Trash Trailer ($150 fee may be applied for use) N/A Other 5. EVENT DETAILS: Carmel Pride Rainbow Run Provide a brief description of event The Carmel Pride Rainbow Run is an out-and-back 1 mile trail along the Monon Trail. The run will go from Carter Green to Carmel Drive, and then back to the Green. Participants will receive a Carmel Pride shirt and run/walk through colorful chalk. The race will start at 9 AM on June 29th, most participants are expected to finish by 9:30, but the course will be open until 10 AM. Attach additional pages if needed-SEE BELOW ADDITIONAL PAGES OF DESCRIPTION OF THE EVENT 6/29/2025 6/29/2025 If multiple dates, please list Set-Up time* Tear Down End time* Event Start time:* Event End time:* Rehearsal Rehearsal Date: Rehearsal Start Time: Rehearsal End Time: Number of People Expected:* Fees? Fees (cont'd) 8:00:00 AM 10:00:00 AM 9:00:00 AM 10:00:00 AM NA 50 Will a Fee be charged for this event? If yes, please describe below. YES NO Purpose of fee Medal, Snack, and Shirt fee EVENT SET UP: Mark all that apply Stage Size of Stage Tent(s) – If placing a tent over the entire green space at Midtown Plaza, the exclusive vendor for tent rental is A-Classic Party Rentals (317-251-7368). Otherwise, you may use the vendor of your choice. Size of Tent (s) (Tents 20 x 20 or larger require inspection by Carmel Fire Department, 317-571- 2600) Vendors Contact Person Email Phone Number: Cell Number: Name/Organization: Address Organization Type:* Residency A refundable Security Deposit in the amount of $100 for any applicant located or residing within Carmel city limits or a non-refundable event fee in the amount of $150 for any applicant located or residing outside of Carmel city limits must be received prior to application review or processing. Bounce House N/A Other Name of Merchants(s) doing the setup Phone Number of Merchant(s) doing set up: VENDORS: Mark all that apply VENDORS PRESENT FOOD SERVED (May be subject to Hamilton County Health Department inspection.) ALCOHOL SERVED - Please see Section R under “General Terms and Conditions” in the Public Use Policy. N/A 6. CONTACT INFORMATION: Riley Abernathy exec@carmelpride.org 3177559528 Carmel Pride City Carmel State / Province / Region Indiana Postal / Zip Code 46032 Country United States Street Address 1542 Springmill Blvd Address Line 2 Non-Profit Organization Is the Organization based within the City of Carmel city limits? Yes No SECURITY DEPOSIT AND FEE: Payment may be made online using a credit or debit card at https://www.govpaynow.com . PLC #A0026j, calling the Govpay call center at 1-888-604-7888 (give them PLC#) or in the form of a certified check or money order made payable to the City of Carmel. (Mail to: Carmel City hall, Attn: Lobby Desk, 1 Civic Square, Carmel, IN 46032) The Carmel Board of Public Works and Safety reserves the right, in its sole discretion, to deny any facility use request and/or revoke any previsously granted request to use a City facility for any lawful reason. DISCLAIMER: Acknowledgement and Agreement Mayor's Office ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH SPECIAL EVENT/FACILITY USE POLICY I have read and understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. I will leave the City facility I use in the same condition that it was immediately prior to my use thereof. I agree to pay for any damage, repair or clean-up costs incurred by the City as a result of my use of a City facility. I hereby certify that I, and the organization I represent, if applicable, agree to be bound by the City's Special Event/Facility Use Policy and by any addition conditions or restrictions placed upon my/our use of a City facility by the Board. I understand that the Board has the right to deny, alter or revoke my request for the use of a City facility for any lawful reason. I and/or my organization also agree to indemnify and hold harmless the City of Carmel and all of its directors, officers, employees, agents and affiliates from any claims of whatever nature (whether foreseeable or not) arising from or in connection with this Application for any damages, costs or expenses incurred directly or indirectly as a result of my/our use of the City-owned facility and/or property. Age Confirmation* Special Event/Facility Use Policy* * * GO TO THE CITY OF CARMEL USE ONLY TAB AND CLICK ON SUBMIT I confirm that I am 18 years of age or older. By selecting this box, I hereby acknowledge that I have read and fully understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. Carmel Pride Name of Organization/Applicant Signature of Authorized Agent/Applicant Michael Fortuna Printed Name and Title (If applicable) 3177559528 Phone Number (Required) 1542 Springmill Blvd Address of Organization/Applicant 4/30/2025 Date City of Carmel Use Only Approved this ______day of _______________, 20 CITY OF CARMEL, INDIANA By and Through its Board of Public Works and Safety ___________________________________ Laura Campbell, Presiding Officer Date: ______________________________ ___________________________________ James Barlow, Member Date: ______________________________ ___________________________________ Alan Potasnik, Member Date: ______________________________ ATTEST: _____________________ Jacob Quinn, City Clerk ________________ Date Special Conditions:__________________________________________________________________ CITY OF CARMEL, INDIANA Information CARTER GREEN SPECIAL EVENT / FACILITY USE REQUEST FORM Please reference the City of Carmel Special Event/Facility Use Policy * Must be at least 18 years of age to complete this form. FACILITY* Neighborhood Name/Streets to be closed 1. CITY FACILITY REQUESTED: Mark all that apply CARTER GREEN (area between Palladium & James Building) PALLADIUM EAST PATIO (on the Campus of the Center for the Performing Arts) 2. STREET(S) REQUESTED: Include addresses as appropriate Date of request submission: 8-19-24 Center for the Performing Arts Recommendation: Yes, but only close road on 6-29 Department Recommendation: CPD: Yes, 10-3-24 ENG: Yes, 10-4-24 Streets: Yes, 10-3-24 MAC: Yes, 10-8-24Parks: Yes, 10-3-24 CFD: Yes, 10-8-24 Docusign Envelope ID: 8AE15259-9BE8-43A0-BC6F-E5AD0CF9D37D UPLOAD MAP Type of Closure: Further Info for type of closure REQUESTS: CITY SERVICES NEEDED: Cones * Standard Cones* No Parking Signs * An easy to read, color map of the area is required with submission. Rolling closure Total closure Lane restrictions - explain below Other - explain below N/A Explain lane restrictions needed and other needed below: 3. SPECIAL REQUESTS: Mark all that apply ELECTRICITY JAMES BUILDING RESTROOMS (CARTER GREEN) *Extra fees apply N/A Other 4. CITY SERVICES NEEDED: Mark all that apply Cones/Barricades (signed agreement required) Detour/Traffic Redirection Signs (signed agreement required) Emergency Medical Services (EMS) (Extra fees may apply) Extra Patrol During Event (when available) Traffic Control (Extra fees may apply) On-site Security (Assigned off-duty CPD officers, extra fees will apply) No Parking Signs (Pick up at Carmel Police Department) Trash Trailer ($150 fee may be applied for use) N/A Other Agreement must be signed with Carmel Street Department before delivery/pickup Standard Cones Tall Skinny Cones Barricades (used to close roads)Crowd-Control Gates Please note the number of Standard Cones needed 25 Please note the number of NO PARKING SIGNS needed 25 Total closure of the Carter Green loop/horseshoe is requested. Docusign Envelope ID: 8AE15259-9BE8-43A0-BC6F-E5AD0CF9D37D Event Use/Purpose: Description of Event: Event Date End AM/PM* 5. EVENT DETAILS: Carmel Pride Provide a brief description of event Carmel Pride is a celebration of inclusivity that is a welcoming environment for all Carmel residents and beyond, regardless of gender or sexual orientation. Event- goers can celebrate Pride with live music, local artists, and food. Attach additional pages if needed-SEE BELOW ADDITIONAL PAGES OF DESCRIPTION OF THE EVENT 6/29/2025 10:00:00 Event Date Start 6/29/2025 If multiple dates, please list Set-Up time AM/PM* PM Tear Down Time AM/PM* PM Event Start time:3:00:00 PM 12:00:00 Light set set up will begin the evening of 6-28-24 at 6pm - no road closure needed at that time. Road closure to begin at noon on 6-29-25. Docusign Envelope ID: 8AE15259-9BE8-43A0-BC6F-E5AD0CF9D37D Event end time: AM/PM* Rehearsal Rehearsal Date: Rehearsal Start Time: Rehearsal End Time: Number of People Expected: Fees? 9:00:00 PM NA 5,000 Will a Fee be charged for this event? If yes, please describe below. YES NO EVENT SET UP: Mark all that apply Stage 24x26 Size of Stage Tent(s) – If placing a tent over the entire green space at Midtown Plaza, the exclusive vendor for tent rental is A-Classic Party Rentals (317-251-7368). Otherwise, you may use the vendor of your choice. 20x20 Size of Tent (s) (Tents 20 x 20 or larger require inspection by Carmel Fire Department, 317-571- 2600) Bounce House N/A Other Indy Event Rentals Name of Merchants(s) doing the setup Phone Number of Merchant(s) doing set up: VENDORS: Mark all that apply Docusign Envelope ID: 8AE15259-9BE8-43A0-BC6F-E5AD0CF9D37D Vendors Vendors Present* Contact Person Email Phone Number: Cell Number: Name/Organization: Address Organization Type:* Residency A refundable Security Deposit in the amount of $100 for any applicant located or residing within Carmel city limits or a non-refundable event fee in the amount of $150 for any applicant located or residing outside of Carmel city limits must be received prior to application review or processing. Payment may be made online using a credit or debit card at https://www.govpaynow.com . PLC #A0026j, calling the Govpay call center at 1-888-604-7888 (give them PLC#) or in the form of a certified check or money order made payable to the City of Carmel. (Mail to: Carmel City hall, Attn: Lobby Desk, 1 Civic Square, Carmel, IN 46032) The Carmel Board of Public Works and Safety reserves the right, in its sole discretion, to deny any facility use request and/or revoke any previsously granted request to use a City facility for any lawful reason. VENDORS PRESENT FOOD SERVED (May be subject to Hamilton County Health Department inspection.) ALCOHOL SERVED - Please see Section R under “General Terms and Conditions” in the Public Use Policy. N/A Approximently how many vendors will be present? 100 6. CONTACT INFORMATION: Breanna Sweeney exec@carmelpride.org 3177559528 Carmel Pride City Carmel State / Province / Region Indiana Postal / Zip Code 46032 Country United States Street Address 1542 Springmill Blvd Address Line 2 Non-Profit Organization Is the Organization based within the City of Carmel city limits? Yes No SECURITY DEPOSIT AND FEE: DISCLAIMER: Docusign Envelope ID: 8AE15259-9BE8-43A0-BC6F-E5AD0CF9D37D Road Closure request Pride 2025 - Carter Green loop Docusign Envelope ID: 8AE15259-9BE8-43A0-BC6F-E5AD0CF9D37D Fiensteins The Center Parking Garage CMYC Bike Parking Back LawnFront Lawn B C D A Stage Public Restrooms 3rd Avenue SW 01 02 03 04 05 06 07 08 09 10 11 12 13 27 28 29 30 31 32 33 34 35 36 51 37 38 39 40 41 42 43 44 45 46 47 48 49 50 52 53 54 55 56 57 58 59 60 61 62 63 64 78 79 80 81 82 83 84 85 86 87 88 89 9065 66 67 68 69 70 71 72 73 74 75 76 77 91 92 93 94 95 96 97 98 99 100 101 14 15 16 17 18 19 20 22 23 24 25 2621 102 103 104 106 107 109 Vino Mobile Bar 105 108 West Gardens East Gardens 2 0 2 4 E V E N T M A P2024 E V E N T M A P Docusign Envelope ID: 8AE15259-9BE8-43A0-BC6F-E5AD0CF9D37D Docusign Envelope ID: 8AE15259-9BE8-43A0-BC6F-E5AD0CF9D37D Acknowledgement and Agreement Mayor's Office ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH SPECIAL EVENT/FACILITY USE POLICY I have read and understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. I will leave the City facility I use in the same condition that it was immediately prior to my use thereof. I agree to pay for any damage, repair or clean-up costs incurred by the City as a result of my use of a City facility. I hereby certify that I, and the organization I represent, if applicable, agree to be bound by the City's Special Event/Facility Use Policy and by any addition conditions or restrictions placed upon my/our use of a City facility by the Board. I understand that the Board has the right to deny, alter or revoke my request for the use of a City facility for any lawful reason. I and/or my organization also agree to indemnify and hold harmless the City of Carmel and all of its directors, officers, employees, agents and affiliates from any claims of whatever nature (whether foreseeable or not) arising from or in connection with this Application for any damages, costs or expenses incurred directly or indirectly as a result of my/our use of the City-owned facility and/or property. Age Confirmation * Special Event/Facility Use Policy * * * GO TO THE CITY OF CARMEL USE ONLY TAB AND CLICK ON SUBMIT I confirm that I am 18 years of age or older. By selecting this box, I hereby acknowledge that I have read and fully understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. Breanna Sweeney Name of Organization/Applicant Signature of Authorized Agent/Applicant Breanna Sweeney, Adult Advisor Printed Name and Title (If applicable) 3177559528 Phone Number (Required) 1542 Springmill Blvd Address of Organization/Applicant 8/19/2024 Date Docusign Envelope ID: 8AE15259-9BE8-43A0-BC6F-E5AD0CF9D37D City of Carmel Use Only Approved this ______day of _______________, 20 CITY OF CARMEL, INDIANA By and Through its Board of Public Works and Safety ___________________________________ Laura Campbell, Presiding Officer Date: ______________________________ ___________________________________ James Barlow, Member Date: ______________________________ ___________________________________ Alan Potasnik, Member Date: ______________________________ ATTEST: _____________________ Jacob Quinn, City Clerk ________________ Date Special Conditions:__________________________________________________________________ Docusign Envelope ID: 8AE15259-9BE8-43A0-BC6F-E5AD0CF9D37D 16 10/16/2024 NOT PRESENT 10/16/2024 10/16/2024 October 24 CITY OF CARMEL, INDIANA Information SPECIAL EVENT / FACILITY USE REQUEST FORM Please reference the City of Carmel Special Event/Facility Use Policy * Must be at least 18 years of age to complete this form. The Event Request Form must be submitted a minimum of 60 days prior to the planned date of the event or activity. Please click here to request the Carter Green or East Patio. Facility(s) 1. CITY FACILITY(S) REQUESTED: Civic Square Fountain Area Civic Square Gazebo / Lawn Japanese Garden Monon & Main Plaza Midtown Plaza (Events must be free and open to the public. We are unable to accommodate public movie requests.) Reflecting Pool (Please note that Veteran's Memorial Freedom Circle and Plaza is not available for use) Sophia Square Other    05-05-2025 yes, 05-07-2025 yes, 05-06-2025 yes, 05-07-2025 yes, 05-09-2025 yes, 05-13-2025 Neighborhood Name/Streets to be closed Upload Map Type of Closure: Further Info for type of closure Requests: 2. STREET(S) REQUESTED: None Include addresses as appropriate An easy to read, color map of the area is required with submission. Rolling closure Total closure Lane restrictions - explain below Other - explain below N/A Explain lane restrictions needed and other needed below: 3. SPECIAL REQUESTS: Electricity Fountain Restroom - Fountain/Gazebo Reflecting Pool Restrooms N/A Other 4. CITY SERVICES NEEDED: Mark all that apply City Services Needed Event Use/Purpose:* Description of Event:* Event Date Start *Event Date End* If multiple dates, please list Set-Up time:*Tear Down End time:* Event Start time:*Event End time:* Rehearsal Rehearsal Date: Rehearsal Start:Rehearsal End: Number of People Expected:* Fees? Cones/Barricades (signed agreement required) Detour/Traffic Redirection Signs (signed agreement required) Emergency Medical Services (EMS) (Extra fees may apply) Extra Patrol During Event (when available) Traffic Control (Extra fees may apply) On-site Security (Assigned off-duty CPD officers, extra fees will apply) No Parking Signs (Pick up at Carmel Police Department) Trash Trailer ($150 fee may be applied for use) N/A Other 5. EVENT DETAILS Student Talent Showcase Provide a brief description of event Enrolled students showcasing talent with live band or recorded tracks Attach additional pages if needed-SEE BELOW ADDITIONAL PAGES OF DESCRIPTION OF THE EVENT 7/10/2025 7/10/2025 July 20, 2025- 12-3pm, set up 11 am, tear down 3:30pm July 27, 2025 - 12-3 pm, set up 11 am, tear down 3:30 pm 6:00:00 PM 9:30:00 PM 7:00:00 PM 9:00:00 PM NA Rehearsal Start Time:Rehearsal End Time: 200 Will a Fee be charged for this event? If yes, please describe below. Yes No Vendors Vendors Present* Contact Person* Email* Phone Number:* Cell Number: Name/Organization: Address EVENT SET UP: Stage Size of Stage Tent(s) – If placing a tent over the entire green space at Midtown Plaza, the exclusive vendor for tent rental is A-Classic Party Rentals (317-251-7368). Otherwise, you may use the vendor of your choice. Size of Tent (s) (Tents 20 x 20 or larger require inspection by Carmel Fire Department, 317-571-2600) Bounce House N/A Other Name of Merchants(s) doing the setup Phone Number of Merchant(s) doing set up: VENDORS: Vendors Present Food Served (May be subject to Hamilton County Health Department Inspection) Alcohol Served (Please see Section R under “General Terms and Conditions” in the Special Event/Facility Use Policy) N/A Approximately how many vendors will be present? 2 6. CONTACT INFORMATION: Blair Clark Blair Clark City Carmel State / Province / Region Indiana Postal / Zip Code 46032 Country USA Street Address Address Line 2 Organization Type:* Residency A refundable Security Deposit in the amount of $100 for any applicant located or residing within Carmel city limits or a non-refundable event fee in the amount of $150 for any applicant located or residing outside of Carmel city limits must be received prior to application review or processing. Payment may be made online using a credit or debit card at https://www.govpaynow.com . PLC #A0026j, calling the Govpay call center at 1-888-604-7888 (give them PLC#) or in the form of a certified check or money order made payable to the City of Carmel. (Mail to: Carmel City hall, Attn: Lobby Desk, 1 Civic Square, Carmel, IN 46032) The Carmel Board of Public Works and Safety reserves the right, in its sole discretion, to deny any facility use request and/or revoke any previously granted request to use a City facility for any lawful reason. Individual Is the requestor a citizen of the City of Carmel? Yes No SECURITY DEPOSIT AND FEE: DISCLAIMER: Acknowledgement and Agreement Mayor's Office ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH SPECIAL EVENT/FACILITY USE POLICY I have read and understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. I will leave the City facility I use in the same condition that it was immediately prior to my use thereof. I agree to pay for any damage, repair or clean-up costs incurred by the City as a result of my use of a City facility. I hereby certify that I, and the organization I represent, if applicable, agree to be bound by the City's Special Event/Facility Use Policy and by any addition conditions or restrictions placed upon my/our use of a City facility by the Board. I understand that the Board has the right to deny, alter or revoke my request for the use of a City facility for any lawful reason. I and/or my organization also agree to indemnify and hold harmless the City of Carmel and all of its directors, officers, employees, agents and affiliates from any claims of whatever nature (whether foreseeable or not) arising from or in connection with this Application for any damages, costs or expenses incurred directly or indirectly as a result of my/our use of the City-owned facility and/or property. Age Confirmation* Special Event/Facility Use Policy* * * GO TO THE CITY OF CARMEL USE ONLY TAB AND CLICK ON SUBMIT I confirm that I am 18 years of age or older. By selecting this box, I hereby acknowledge that I have read and fully understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. Blair Clark Name of Organization/Applicant Signature of Authorized Agent/Applicant Blair Clark Printed Name and Title (If applicable) Phone Number (Required) Carmel, Indiana 46032 Address of Organization/Applicant 5/5/2025 Date City of Carmel Use Only Approved this ______day of _______________, 20 CITY OF CARMEL, INDIANA By and Through its Board of Public Works and Safety ___________________________________ Laura Campbell, Presiding Officer Date: ______________________________ ___________________________________ James Barlow, Member Date: ______________________________ ___________________________________ Alan Potasnik, Member Date: ______________________________ ATTEST: _____________________ Jacob Quinn, City Clerk ________________ Date Special Conditions:__________________________________________________________________ CITY OF CARMEL, INDIANA Information SPECIAL EVENT / FACILITY USE REQUEST FORM Please reference the City of Carmel Special Event/Facility Use Policy * Must be at least 18 years of age to complete this form. The Event Request Form must be submitted a minimum of 60 days prior to the planned date of the event or activity. Please click here to request the Carter Green or East Patio. Facility(s) 1. CITY FACILITY(S) REQUESTED: Civic Square Fountain Area Civic Square Gazebo / Lawn Japanese Garden Monon & Main Plaza Midtown Plaza (Events must be free and open to the public. We are unable to accommodate public movie requests.) Reflecting Pool (Please note that Veteran's Memorial Freedom Circle and Plaza is not available for use) Sophia Square Other STREETS    04/24/25 yes, 05-07-2025 yes, 05-06-2025 yes, 05-07-2025 yes, 05-09-2025 yes, 05-13-2025 Neighborhood Name/Streets to be closed Upload Map Type of Closure: Further Info for type of closure 2. STREET(S) REQUESTED: n/a Include addresses as appropriate An easy to read, color map of the area is required with submission. CourseMap.pdf 134.16KB Rolling closure Total closure Lane restrictions - explain below Other - explain below N/A Explain lane restrictions needed and other needed below: We do not close or block any street along the course, here is a description of how we set up to provide crystal clear course guidance and minimal impact to neighborhood homeowners, we "cone off" less than 20% of the roadway as guidance to runners. By "Cone Off" I refer to placement of cones every 30-50 yards along the course so that the course is clearly marked but does not impede other street traffic We have secured 100 cones from the Carmel DPW to ensure that the course is well marked and will keep the runners where they need to be on the course. Roads, intersections or driveways will not be blocked in any form or fashion Language below is exactly what we send to the HOA boards as a commitment to safety and non-disruption. This is also re-iterated to all course volunteers and runners on race day: “As a recap of the race as it pertains to your neighborhood, we have volunteers help along the course guiding runners/walkers and making sure everyone is on the lookout for traffic. It is made very clear to all of our volunteers and participants that we are guests of your neighborhood and that we must yield to the homeowners in the event they are driving down the road or leaving their driveway. We have never had any issues and plan to keep it that way.” 3. SPECIAL REQUESTS: Requests: City Services Needed Event Use/Purpose:* Description of Event:* Event Date Start *Event Date End* If multiple dates, please list Set-Up time:*Tear Down End time:* Event Start time:*Event End time:* Rehearsal Electricity Fountain Restroom - Fountain/Gazebo Reflecting Pool Restrooms N/A Other 4. CITY SERVICES NEEDED: Mark all that apply Cones/Barricades (signed agreement required) Detour/Traffic Redirection Signs (signed agreement required) Emergency Medical Services (EMS) (Extra fees may apply) Extra Patrol During Event (when available) Traffic Control (Extra fees may apply) On-site Security (Assigned off-duty CPD officers, extra fees will apply) No Parking Signs (Pick up at Carmel Police Department) Trash Trailer ($150 fee may be applied for use) N/A Other 5. EVENT DETAILS The Carmel 5K for Haiti is an annual walk/run that raises money for St. Elizabeth Seton's Haiti Ministry Provide a brief description of event The Carmel 5K for Haiti is an annual walk/run that raises money for St. Elizabeth Seton's Haiti Ministry. We typically have between 200-300 runners/walkers that participate. The course begins and ends at St. Elizabeth Seton and winds through The Woodlands and Woodland Springs neighborhoods. Post race snacks and beverages are served to finishers. Once the official race has concluded, there is a brief awards ceremony followed by a Kid's Fun Run that takes place in the St Elizabeth Seton parking lot. Attach additional pages if needed-SEE BELOW ADDITIONAL PAGES OF DESCRIPTION OF THE EVENT 7/26/2025 7/26/2025 4:00:00 AM 11:00:00 AM 8:00:00 AM 10:00:00 AM NA Number of People Expected:* Fees? Fees (cont'd) Vendors Contact Person* Email* Phone Number:* Cell Number: Name/Organization: 200 Will a Fee be charged for this event? If yes, please describe below. Yes No Purpose of fee Standard registration fee to cover costs of race EVENT SET UP: Stage Size of Stage Tent(s) – If placing a tent over the entire green space at Midtown Plaza, the exclusive vendor for tent rental is A-Classic Party Rentals (317-251-7368). Otherwise, you may use the vendor of your choice. Size of Tent (s) (Tents 20 x 20 or larger require inspection by Carmel Fire Department, 317-571-2600) Bounce House N/A Other Name of Merchants(s) doing the setup Phone Number of Merchant(s) doing set up: VENDORS: Vendors Present Food Served (May be subject to Hamilton County Health Department Inspection) Alcohol Served (Please see Section R under “General Terms and Conditions” in the Special Event/Facility Use Policy) N/A 6. CONTACT INFORMATION: Jeff Hines Carmel 5K for Haiti Address Organization Type:* Residency A refundable Security Deposit in the amount of $100 for any applicant located or residing within Carmel city limits or a non-refundable event fee in the amount of $150 for any applicant located or residing outside of Carmel city limits must be received prior to application review or processing. Payment may be made online using a credit or debit card at https://www.govpaynow.com . PLC #A0026j, calling the Govpay call center at 1-888-604-7888 (give them PLC#) or in the form of a certified check or money order made payable to the City of Carmel. (Mail to: Carmel City hall, Attn: Lobby Desk, 1 Civic Square, Carmel, IN 46032) The Carmel Board of Public Works and Safety reserves the right, in its sole discretion, to deny any facility use request and/or revoke any previously granted request to use a City facility for any lawful reason. City Carmel State / Province / Region IN Postal / Zip Code Country Street Address Address Line 2 Non-Profit Organization Is the Organization based within the City of Carmel city limits? Yes No SECURITY DEPOSIT AND FEE: DISCLAIMER: Acknowledgement and Agreement Mayor's Office ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH SPECIAL EVENT/FACILITY USE POLICY I have read and understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. I will leave the City facility I use in the same condition that it was immediately prior to my use thereof. I agree to pay for any damage, repair or clean-up costs incurred by the City as a result of my use of a City facility. I hereby certify that I, and the organization I represent, if applicable, agree to be bound by the City's Special Event/Facility Use Policy and by any addition conditions or restrictions placed upon my/our use of a City facility by the Board. I understand that the Board has the right to deny, alter or revoke my request for the use of a City facility for any lawful reason. I and/or my organization also agree to indemnify and hold harmless the City of Carmel and all of its directors, officers, employees, agents and affiliates from any claims of whatever nature (whether foreseeable or not) arising from or in connection with this Application for any damages, costs or expenses incurred directly or indirectly as a result of my/our use of the City-owned facility and/or property. Age Confirmation* Special Event/Facility Use Policy* * * GO TO THE CITY OF CARMEL USE ONLY TAB AND CLICK ON SUBMIT I confirm that I am 18 years of age or older. By selecting this box, I hereby acknowledge that I have read and fully understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. Jeff Hines Name of Organization/Applicant Signature of Authorized Agent/Applicant Printed Name and Title (If applicable) Phone Number (Required) Address of Organization/Applicant 4/23/2025 Date City of Carmel Use Only Approved this ______day of _______________, 20 CITY OF CARMEL, INDIANA By and Through its Board of Public Works and Safety ___________________________________ Laura Campbell, Presiding Officer Date: ______________________________ ___________________________________ James Barlow, Member Date: ______________________________ ___________________________________ Alan Potasnik, Member Date: ______________________________ ATTEST: _____________________ Jacob Quinn, City Clerk ________________ Date Special Conditions:__________________________________________________________________ CITY OF CARMEL, INDIANA Information SPECIAL EVENT / FACILITY USE REQUEST FORM Please reference the City of Carmel Special Event/Facility Use Policy * Must be at least 18 years of age to complete this form. The Event Request Form must be submitted a minimum of 60 days prior to the planned date of the event or activity. Please click here to request the Carter Green or East Patio. Facility(s) 1. CITY FACILITY(S) REQUESTED: Civic Square Fountain Area Civic Square Gazebo / Lawn Japanese Garden Monon & Main Plaza Midtown Plaza (Events must be free and open to the public. We are unable to accommodate public movie requests.) Reflecting Pool (Please note that Veteran's Memorial Freedom Circle and Plaza is not available for use) Sophia Square Other    05-05-2025Request submission date: Department Review: CFD: STREETS: PARKS: yes, 05-07-2025 yes, 05-06-2025MAC: ENG:yes,05-13-2025 CPD: yes, 05-07-2025 yes, 05-09-2025 Neighborhood Name/Streets to be closed Upload Map Type of Closure: Further Info for type of closure Requests: 2. STREET(S) REQUESTED: None Include addresses as appropriate An easy to read, color map of the area is required with submission. Rolling closure Total closure Lane restrictions - explain below Other - explain below N/A Explain lane restrictions needed and other needed below: 3. SPECIAL REQUESTS: Electricity Fountain Restroom - Fountain/Gazebo Reflecting Pool Restrooms N/A Other 4. CITY SERVICES NEEDED: Mark all that apply City Services Needed Event Use/Purpose:* Description of Event:* Event Date Start *Event Date End* If multiple dates, please list Set-Up time:*Tear Down End time:* Event Start time:*Event End time:* Rehearsal Rehearsal Date: Rehearsal Start: Rehearsal End: Number of People Expected:* Fees? Cones/Barricades (signed agreement required) Detour/Traffic Redirection Signs (signed agreement required) Emergency Medical Services (EMS) (Extra fees may apply) Extra Patrol During Event (when available) Traffic Control (Extra fees may apply) On-site Security (Assigned off-duty CPD officers, extra fees will apply) No Parking Signs (Pick up at Carmel Police Department) Trash Trailer ($150 fee may be applied for use) N/A Other 5. EVENT DETAILS Carmel Jazz Fest Pop Up Fundraiser Event Provide a brief description of event Pop up concerts to fundraise for Carmel Jazz Fest Attach additional pages if needed-SEE BELOW ADDITIONAL PAGES OF DESCRIPTION OF THE EVENT 8/16/2025 8/16/2025 August 23, 2025 - 12- 3pm August 28, 2025 - 7-9 pm, set up 6:00pm, tear down 9:30pm 11:00:00 AM 3:30:00 PM 12:00:00 PM 3:00:00 PM NA Rehearsal Start Time: Rehearsal End Time: 200 Will a Fee be charged for this event? If yes, please describe below. Yes No Vendors Vendors Present* Contact Person* Email* Phone Number:* Cell Number: Name/Organization: Address EVENT SET UP: Stage Size of Stage Tent(s) – If placing a tent over the entire green space at Midtown Plaza, the exclusive vendor for tent rental is A-Classic Party Rentals (317-251-7368). Otherwise, you may use the vendor of your choice. Size of Tent (s) (Tents 20 x 20 or larger require inspection by Carmel Fire Department, 317-571-2600) Bounce House N/A Other Name of Merchants(s) doing the setup Phone Number of Merchant(s) doing set up: VENDORS: Vendors Present Food Served (May be subject to Hamilton County Health Department Inspection) Alcohol Served (Please see Section R under “General Terms and Conditions” in the Special Event/Facility Use Policy) N/A Approximately how many vendors will be present? 2 6. CONTACT INFORMATION: Blair Clark Carmel Jazz Fest City Carmel State / Province / Region Indiana Postal / Zip Code 46032 Country USA Street Address Address Line 2 Organization Type:* Residency A refundable Security Deposit in the amount of $100 for any applicant located or residing within Carmel city limits or a non-refundable event fee in the amount of $150 for any applicant located or residing outside of Carmel city limits must be received prior to application review or processing. Payment may be made online using a credit or debit card at https://www.govpaynow.com . PLC #A0026j, calling the Govpay call center at 1-888-604-7888 (give them PLC#) or in the form of a certified check or money order made payable to the City of Carmel. (Mail to: Carmel City hall, Attn: Lobby Desk, 1 Civic Square, Carmel, IN 46032) The Carmel Board of Public Works and Safety reserves the right, in its sole discretion, to deny any facility use request and/or revoke any previously granted request to use a City facility for any lawful reason. Non-Profit Organization Is the Organization based within the City of Carmel city limits? Yes No SECURITY DEPOSITAND FEE: DISCLAIMER: Acknowledgement and Agreement Mayor's Office ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH SPECIAL EVENT/FACILITY USE POLICY I have read and understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. I will leave the City facility I use in the same condition that it was immediately prior to my use thereof. I agree to pay for any damage, repair or clean-up costs incurred by the City as a result of my use of a City facility. I hereby certify that I, and the organization I represent, if applicable, agree to be bound by the City's Special Event/Facility Use Policy and by any addition conditions or restrictions placed upon my/our use of a City facility by the Board. I understand that the Board has the right to deny, alter or revoke my request for the use of a City facility for any lawful reason. I and/or my organization also agree to indemnify and hold harmless the City of Carmel and all of its directors, officers, employees, agents and affiliates from any claims of whatever nature (whether foreseeable or not) arising from or in connection with this Application for any damages, costs or expenses incurred directly or indirectly as a result of my/our use of the City-owned facility and/or property. Age Confirmation* Special Event/Facility Use Policy* * * GO TO THE CITY OF CARMEL USE ONLY TAB AND CLICK ON SUBMIT I confirm that I am 18 years of age or older. By selecting this box, I hereby acknowledge that I have read and fully understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. Blair Clark/ Carmel Jazz Fest Name of Organization/Applicant Signature of Authorized Agent/Applicant Blair Clark, Executive Director Printed Name and Title (If applicable) Phone Number (Required) Address of Organization/Applicant 5/5/2025 Date City of Carmel Use Only Approved this ______day of _______________, 20 CITY OF CARMEL, INDIANA By and Through its Board of Public Works and Safety ___________________________________ Laura Campbell, Presiding Officer Date: ______________________________ ___________________________________ James Barlow, Member Date: ______________________________ ___________________________________ Alan Potasnik, Member Date: ______________________________ ATTEST: _____________________ Jacob Quinn, City Clerk ________________ Date Special Conditions:__________________________________________________________________ CITY OF CARMEL, INDIANA Information SPECIAL EVENT / FACILITY USE REQUEST FORM Please reference the City of Carmel Special Event/Facility Use Policy * Must be at least 18 years of age to complete this form. The Event Request Form must be submitted a minimum of 60 days prior to the planned date of the event or activity. Please click here to request the Carter Green or East Patio. Facility(s) 1. CITY FACILITY(S) REQUESTED: Civic Square Fountain Area Civic Square Gazebo / Lawn Japanese Garden Monon & Main Plaza Midtown Plaza (Events must be free and open to the public. We are unable to accommodate public movie requests.) Reflecting Pool (Please note that Veteran's Memorial Freedom Circle and Plaza is not available for use) Sophia Square Other City Streets will be used    05-05-2025 CCPR application completed Attached yes, 05-07-2025 yes, 05-06-2025 yes, 05-07-2025 yes, 05-09-2025 yes, 05-13-2025 Neighborhood Name/Streets to be closed Upload Map Type of Closure: Further Info for type of closure Requests: 2. STREET(S) REQUESTED: See attached map for course Include addresses as appropriate An easy to read, color map of the area is required with submission. Gluhwein Gallop 25.pdf 138.51KB Rolling closure Total closure Lane restrictions - explain below Other - explain below N/A Explain lane restrictions needed and other needed below: 3. SPECIAL REQUESTS: Electricity Fountain Restroom - Fountain/Gazebo Reflecting Pool Restrooms N/A Other 4. CITY SERVICES NEEDED: Mark all that apply City Services Needed Event Use/Purpose:* Description of Event:* Event Date Start *Event Date End* If multiple dates, please list Set-Up time:* Tear Down End time:* Event Start time:*Event End time:* Rehearsal Rehearsal Date: Rehearsal Start:Rehearsal End: Number of People Expected:* Fees? Cones/Barricades (signed agreement required) Detour/Traffic Redirection Signs (signed agreement required) Emergency Medical Services (EMS) (Extra fees may apply) Extra Patrol During Event (when available) Traffic Control (Extra fees may apply) On-site Security (Assigned off-duty CPD officers, extra fees will apply) No Parking Signs (Pick up at Carmel Police Department) Trash Trailer ($150 fee may be applied for use) N/A Other 5. EVENT DETAILS Gluhwein Gallop 5K. This event is part of the Christkindlmarkt festival. Provide a brief description of event 5K Run/Walk event that will start and finish at the Christkindlmarkt site. Event is open to the public. This will be the fifth annual. Attach additional pages if needed-SEE BELOW ADDITIONAL PAGES OF DESCRIPTION OF THE EVENT 12/20/2025 12/20/2025 8:00:00 AM 11:00:00 AM 9:00:00 AM 10:30:00 AM NA Rehearsal Start Time:Rehearsal End Time: 2,000 Will a Fee be charged for this event? If yes, please describe below. Yes No Fees (cont'd) Vendors Vendors Present* Contact Person* Email* Phone Number:* Cell Number: Name/Organization: Purpose of fee to offset costs of event such as shirts, awards, refreshments, etc. EVENT SET UP: Stage Size of Stage Tent(s) – If placing a tent over the entire green space at Midtown Plaza, the exclusive vendor for tent rental is A-Classic Party Rentals (317-251-7368). Otherwise, you may use the vendor of your choice. Size of Tent (s) (Tents 20 x 20 or larger require inspection by Carmel Fire Department, 317-571-2600) Bounce House N/A Other Name of Merchants(s) doing the setup Phone Number of Merchant(s) doing set up: VENDORS: Vendors Present Food Served (May be subject to Hamilton County Health Department Inspection) Alcohol Served (Please see Section R under “General Terms and Conditions” in the Special Event/Facility Use Policy) N/A Approximately how many vendors will be present? working with Christkindlmarkt 6. CONTACT INFORMATION: Don Carr dcarr@indy.rr.com 3173401115 3173401115 tuxedo brothers Address Organization Type:* Residency A refundable Security Deposit in the amount of $100 for any applicant located or residing within Carmel city limits or a non-refundable event fee in the amount of $150 for any applicant located or residing outside of Carmel city limits must be received prior to application review or processing. Payment may be made online using a credit or debit card at https://www.govpaynow.com . PLC #A0026j, calling the Govpay call center at 1-888-604-7888 (give them PLC#) or in the form of a certified check or money order made payable to the City of Carmel. (Mail to: Carmel City hall, Attn: Lobby Desk, 1 Civic Square, Carmel, IN 46032) The Carmel Board of Public Works and Safety reserves the right, in its sole discretion, to deny any facility use request and/or revoke any previously granted request to use a City facility for any lawful reason. City Carmel State / Province / Region IN Postal / Zip Code 46074 Country United States Street Address 2664 Hadley Grove S. Dr Address Line 2 For-Profit Organization Is the Organization based within the City of Carmel city limits? Yes No SECURITY DEPOSIT AND FEE: DISCLAIMER: Acknowledgement and Agreement Mayor's Office ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH SPECIAL EVENT/FACILITY USE POLICY I have read and understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. I will leave the City facility I use in the same condition that it was immediately prior to my use thereof. I agree to pay for any damage, repair or clean-up costs incurred by the City as a result of my use of a City facility. I hereby certify that I, and the organization I represent, if applicable, agree to be bound by the City's Special Event/Facility Use Policy and by any addition conditions or restrictions placed upon my/our use of a City facility by the Board. I understand that the Board has the right to deny, alter or revoke my request for the use of a City facility for any lawful reason. I and/or my organization also agree to indemnify and hold harmless the City of Carmel and all of its directors, officers, employees, agents and affiliates from any claims of whatever nature (whether foreseeable or not) arising from or in connection with this Application for any damages, costs or expenses incurred directly or indirectly as a result of my/our use of the City-owned facility and/or property. Age Confirmation* Special Event/Facility Use Policy* * * GO TO THE CITY OF CARMEL USE ONLY TAB AND CLICK ON SUBMIT I confirm that I am 18 years of age or older. By selecting this box, I hereby acknowledge that I have read and fully understand the City of Carmel, Indiana ("City") Special Event/Facility Use Policy and agree to be bound by all the terms and conditions set forth therein. Tuxedo Brothers, Inc. Name of Organization/Applicant Signature of Authorized Agent/Applicant Donald Carr Printed Name and Title (If applicable) 3173401115 Phone Number (Required) 2664 Hadley Grove S. Dr, Carmel, IN 46074 Address of Organization/Applicant 5/5/2025 Date City of Carmel Use Only Approved this ______day of _______________, 20 CITY OF CARMEL, INDIANA By and Through its Board of Public Works and Safety ___________________________________ Laura Campbell, Presiding Officer Date: ______________________________ ___________________________________ James Barlow, Member Date: ______________________________ ___________________________________ Alan Potasnik, Member Date: ______________________________ ATTEST: _____________________ Jacob Quinn, City Clerk ________________ Date Special Conditions:__________________________________________________________________ Main Street Gu i l f o r d R d Mo n o n P a t h 3r d A v e S W Gradle Dr City Center Dr. START FINISH Gluhwein Gallop 5K December 20, 2025 9:00 AM Start 1 2 3 Map by: Tuxedo Brothers, Inc. May 13, 2025 Board of Public Works and Safety One Civic Square Carmel, Indiana 46032 RE: COOL CREEK NORTH LOT 75- REPLAT Dear Board Members: Ryan Cole has requested a replat for Lot 75 in the Cool Creek North Subdivision be placed on the Board of Public Works and Safety agenda for approval and signatures. The plat has been reviewed by the Department of Community Services and the Department of Engineering with approval conditioned upon the property owner and Director of Community Services signing the plat prior to recording the document. Therefore, I recommend the Board approve and sign this plat. Sincerely, Bradley Pease, P.E. City Engineer ATTACHMENT: MYLAR PLAT May 14, 2025 Board of Public Works and Safety One Civic Square Carmel, Indiana 46032 RE: MEADOWSTONE COMMUNITY – SECONDARY PLAT Dear Board Members: Josh Koone with Kimley-Horn has requested a secondary plat for Meadowstone Community to be placed on the Board of Public Works and Safety agenda for approval and signatures. The plat has been reviewed and signed by the Department of Community Services and reviewed by the Department of Engineering with approval. Therefore, I recommend the Board approve and sign this plat. Sincerely, Bradley Pease, P.E. City Engineer ATTACHMENT: MYLAR PLAT May 15, 2025 Board of Public Works and Safety One Civic Square Carmel, Indiana 46032 RE: STORMWATER TECHNICAL STANDARDS WAIVER – GRAMERCY- KINZER AVE & CITY CENTER DRIVE Dear Board Members: Patrick SowinskI, P.E., with Kimley-Horn has requested a waiver from the Stormwater Technical Standards Manual in association with the next phase of the Gramercy development proposed at the southeast corner of City Center Drive and Kinzer Ave (exhibits attached). The Department of Engineering, in review of the proposed conditions and design standards, has determined that the waivers requested are valid given the existing site constraints involved with the project and recommend approval. Sincerely, Bradley Pease, P.E. City Engineer kimley-horn.com 500 East 96th Street, Suite 300, Indianapolis, IN 46240 317 218 9560 May 14, 2025 City of Carmel Board of Public Works 1 Civic Sq. Carmel, IN 46032 RE: PZ-2024-00242 DP Gramercy Members of the Board, On behalf of our Client, we respectfully request wavier from the following standards: 1. Per Section 303.07 of the STSM, a 30’ drainage easement should be provided for the outlet/emergency overflow routing pipe from pond to receiving system. We would like to request a wavier from this standard, and alternatively provide a variable width drainage easement to accommodate the approved master development site layout and building locations. We are providing a 30’ drainage easement where feasible and reducing easement width to 20’ where necessary to accommodate the approved master development site layout. The civil plans associated with this project depict these easement widths. 2. Per Section 104.02 of the STSM, the Minimum Flood Protection Grade (MFPG) of all structures fronting a pond or open ditch shall be no less than 2 feet above any adjacent 100-year local or regional flood elevations, whichever is greater, for all windows, doors, pipe entrances, window wells, and any other structure member where floodwaters can enter a building. We are requesting a wavier from this requirement for the following reasons. The existing elevations along Kinzer Avenue are ±3’-4’ higher than pavement adjacent to the existing on-site buildings that will remain as part of the redevelopment. Transitioning the site between these elevations results in portions of the parking area east of Building #2 being higher than Building #9. The civil plans show that in a fully clogged condition at Structure D111, local ponding will spill over the local pavement high point prior to overtopping the curb and flowing towards building #9. The civil plans depict the fully clogged condition overflow path downstream of this structure, along which spill points are minimum 1’ below MFPG in the parking field in front of Building #9. 3. Per section 305.02 of the STSM, the minimum diameter of all storm sewers shall be 12”. We would like to request a wavier from this standard in order to provide roof drain and yard drain storm lines less than 12”. Several roof drain lines also serve as connections for Nyoplast yard drains. The provided drainage reports shows calculations justifying that storm lines less than 12” are adequately sized for multifamily building roof drainage, as well as any additional contributing landscape area. 4. Per Section 302.07 of the STSM, detention facilities designed with permanent pools or containing permanent lakes shall have a water area of at least one-half (0.5) acre with a minimum depth of eight (8) feet. This project proposes one wet detention basin with a permanent water surface area of 0.34 acres. There is not enough space on site to expand the size of the wet basin without encroaching on the minimum separation between the ponds and buildings, or into existing gas and water line easements. Page 2 kimley-horn.com 500 East 96th Street, Suite 300, Indianapolis, IN 46240 317 218 9560 As a measure to deter any pedestrian traffic near the ponds, vegetation is being provided (trees and native grasses) as a barrier to this pond, with “DO NOT MOW OR SPRAY” signage surrounding the pond. This serves to prevent entry into the pond, aside from required maintenance. An appropriately sized aerator will be installed in the pond to improve water quality. The aerator will aid in the health of the pond by increasing circulation to reduce the chance of algae or other undesirable growth. For these reasons, we are sending this Waiver Letter to receive approval on these deviations from the Carmel Stormwater Technical Standards Manual. Sincerely, Kimley-Horn and Associates, Inc. Patrick Sowinski, P.E. Kimley-Horn and Associates, Inc. Direct: 317-533-6362 | Mobile: 317-586-1187 Patrick.Sowinski@kimley-horn.com Grantee: CITYOFCARMEL, INDIANA Byandthrough itsBoardofPublicWorksandSafety BY: LauraCampbell, PresidingOfficer Date: _____________________________________ JamesBarlow, Member Date: _____________________________________ AlanPotasnik, Member Date: _____________________________________ ATTEST: JacobQuinn, Clerk Date: _____________________________________ STATE OFINDIANA ) SS: COUNTY OF ___________________ ) Before me, aNotary Public inandforsaidCounty andState, personally appeared whohavingbeendulysworn/affirmed, state(s) thattheyaremembersoftheCityofCarmel’s BoardofPublic Works andSafety andhavetheexecution oftheforegoing Agreement onbehalf ofsuchentity. WITNESS myhandandnotarialsealthis ________ dayof ________________, 2025. NotaryPublic PrintedName MyCommission Expires: MyCountyofResidence: