HomeMy WebLinkAboutResolution BPW 05-21-25-01/PARKS/$32,700/Golf Convergence, Inc./Ratification of the Carmel Park Boards RFP Award and Contract ExecutionRESOLUTION NO. BPW 05-21-25-01
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR
WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter
into contracts; and
WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe
City; and
WHEREAS, pursuant toher authority under Indiana law, the City’smayor, the Honorable Sue Finkam, has
caused tobe signed the Agreement attached hereto (the “Contract”); and
WHEREAS, Mayor Finkam now wishes to present the contract to the City’sBoard of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
follows:
1. The foregoing Recitals are incorporated herein by this reference.
2. The receipt of the Contract is hereby acknowledged.
3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public
for review.
SO RESOLVED this day of , 2025.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
Laura Campbell, Presiding Officer
Date:
James Barlow, Member
Date:
Alan Potasnik, Member
Date:
ATTEST:
Jacob Quinn, Clerk
Date:
05/21/2025
05/21/2025
05/21/2025
05/21/2025
Laura Campbell (May 21, 2025 13:37 EDT)
21 May
la) */a.)$& (May 21, 2025 1у:20 EDT)
Alan Potasnik
ame. arl*2 (May 22, 2025 0ш:31 EDT)
0aPHs (aUloZ
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