Google Photography/Indianapolis 360/Com REl/($6725)/Aerial photography Palladium, TarkingtonIndianapolis 360, LLC ` ' "'r8 G`
Community Relations - 2015
Appropriation #1203/4359300; P.O. #32720
Contract Not To Exceed $6,275.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ( "Agreement ") is
hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board
of Public Works and Safety ( "City "), and Indianapolis 360, LLC, an entity duly authorized to do
business in the State of Indiana ( "Vendor ").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and /or services (the "Goods and Services ") from Vendor using City
budget appropriation number 1203/435900 funds. Vendor agrees to provide the Goods and Services and to
otherwise perform the requirements of this Agreement by applying at all times the highest technical and
industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Six Thousand Two Hundred Seventy Five Dollars ($6,275.00) (the "Estimate ").
Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods
and Services provided to City within such time period. City shall pay Vendor for such Goods and
Services within sixty (60) days after the date of City's receipt of Vendor's invoice detailing same, so
long as and to the extent such Goods and Services are not disputed, are in conformance with the
specifications set forth in Exhibit A, are submitted on an invoice that contains the information
contained on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms
and conditions of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to
those certain specifications, descriptions and /or quotations regarding same as were provided to
Vendor by City and /or by Vendor to and accepted by City all of which documents are incorporated
herein by reference, and that the Goods and Services will be delivered in a timely, good and
workmanlike manner and free from defect. Vendor acknowledges that it knows of City's intended use
and expressly warrants that the Goods and Services provided to City pursuant to this Agreement
have been selected by Vendor based upon City's stated use and are fit and sufficient for their
particular purpose.
IS:)CommcisWofsvc, 5k Goods Sv<0Commonity Reiaiion02(05Vndinnapofis 360 LLC - Goxds & Sen,ccs FORM - WITH f.-Verify Language.doe. 2/18/2015 2:03 p54]
Indianapolis 360, LLC
Community Relations - 2015
Appropriation #1203/4359300; P.O. #32720
Contract Not To Exceed $6,275.00
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same ( "Effective
Date "), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and /or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation, occupational disease and /or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
fees) for injury, death and /or damages to any person or property arising from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
(SAConrtacisWro.Sscs & Goods Soos\Communiiy Relaiionslw 15Undianapolis 360 Ile -C xls S rsices FORM - Laneua_cdoc:2/18/20152:03 I'M!
Indianapolis 360, LLC
Community Relations - 2015
Appropriation #1203/4359300; P.O. #32720
Contract Not To Exceed $6,275.00
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses, caused by any act or omission of Vendor and /or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and /or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and /or Vietnam era veteran
status.
12. E- VERIFY
Pursuant to I.C. § 22 -5 -1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the "Indiana E- Verify Law "), Vendor is required to enroll in and verify the work
eligibility status of its newly -hired employees using the E- Verify program, and to execute the Affidavit
attached herein as Exhibit D, affirming that it is enrolled and participating in the E- verify program and does
not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation indicating that it has enrolled and is participating in the E- Verify program. Should
Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully
comply with the Indiana E- Verify Law as regards each such subcontractor. Should the Vendor or any
subcontractor violate the Indiana E- Verify law, the City may require a cure of such violation and thereafter, if
no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or
those set forth in the Indiana E- Verify Law. The requirements of this paragraph shall not apply should the E-
Verify program cease to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
14. NON- ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City's prior written consent.
]S:1ConlraclslProf.Svcs & Goods Sres\Communily Rela[ionsl20I5VMlianapolis 360 LLC- Cook & Si ervces FORM - N'ITI{ 3- verify Lan. uage.doc: 2/I8/2015 2:03 PM]
Indianapolis 360, LLC
Community Relations - 2015
Appropriation #1203/4359300; P.O. #32720
Contract Not To Exceed $6,275.00
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement.
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
If to City: City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTENTION: Nancy Heck
If to Vendor:
Indianapolis 360, LLC
3405 E. 71st Street
Indianapolis, Indiana 46220
Telephone: 317- 372 -7961
ATTENTION: Sergio Bennett
AND
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor and /or if sufficient funds are not appropriated or encumbered to pay for the Goods and
Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination, unless the parties have previously agreed in
writing to a greater amount.
IS:YCnwraclsW ol:Svcs & Goods Sres\Conununily Reladans320151Indianap li 360 LLC - Goods & Ser.ices FORM - WITH j5 -Verify Laneuage.d :J1&NH5 2:03 PM]
Indianapolis 360, LLC
Community Relations - 2015
Appropriation #1203/4359300; P.O. #32720
Contract Not To Exceed $6,27.5.00
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination, except
that such payment amount shall not exceed the Estimate amount in effect at the time of termination,
unless the parties have previously agreed in writing to a greater amount.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City's authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2015 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5 -22 -16.5, the Vendor shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
27. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
1S:1Contracls \F of Sres & Goads Svcs\Community Relacions320153Imlianayolis 360 LLC - Goods & Services FORM - N'lli1 - Verity laneuaee.doc:2 /1/3/2015 2:03 PM]
Indianapolis 360, LLC
Community Relations - 2015
Appropriation #1203/4359300; P.O. #32720
Contract Not To Exceed $6,275.00
freely, voluntarily, and without any duress, undue influence or coercion.
28. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or t':F
successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By: 1
rues Brainard, Presi ing Officer
ate: 3 /y is—
Mary Ann urke, Memhar
Date: y — LS-
/
Lori S. atso ember
Date: C W3 /
ATTEST:
dti D �J`t CLi
Diana Cordray, IAMC, Clerk- Treasurer
Date: `3 t s
INDIANAPOLIS 360, LLC
By:
Authorized Sign. re
Printed Name
cer�io A,
Title
FID/TIN: 4 b— l a 9 481,E
Last Four of SSN if Sole Proprietor: 36759
Date:
IS: Contracts0Iiof.Svcs & Goods Svc0Commmnity Relaiion020153Indianapolis 360 LLC - Goods & Services FORM - N'ITH- Verify Langnage.do 2/I &2015 103 PM]
; 2yI2ot5
2/23 /2015 Invoice: Sergio Bennett
Indianapolis 360, LLC
3405 E 71st Street
Indianapolis IN 46220
City of Carmel
Melanie Lentz
1 Civic Square
Carmel IN 46032
Item
Google Business
View Custom Tour
Google Business
View - Tier 3
Google Business
View - Tier 3
Description
The Palladium
Studio Theater and Tarkington Theater
City Hall
Terms
Google Business View Photography Terms and Conditions
Invoice #
Invoice Date
Amount Due
INDIANAPDL1 a,3Ei&
Indy's Trusted Google Photography Team
0000073
February 17, 2015
$6,275.00 USD
Unit Cost Quantity Line Total
3,375.00 1 3,375.00
1,450.00 1 1,450.00
1,450.00 1 1,450.00
Total 6,275.00
Amount Paid -0.00
Amount Due $6,275.00 USD
1. Google Trusted Photographer. Photographer represents and warrants that Photographer is a
member in good standing of the Google Trusted Photographers Program.
2. Google Business View Program. Photographer is an independent contractor and is not a
Google employee or agent, but is authorized under the Google Trusted Photographers Program
to provide photographic services to local businesses that desire to participate in Google's
Business View Program. Business acknowledges and agrees that, subject to Clause 5(a) and
Google's use of the photographs in accordance with Google's standard online terms of service,
Business will have no rights or remedies against Google in accordance with this Agreement.
3. Service Fee Payment. The Service Fee balance will be paid after the photographs have been
taken in accordance with Clause 4(a) below.
4. Services and Ownership of Photographs. In exchange for payment of the Service Fee in full: EXHIBIT
a. Photographer will take photographs of those portions of the interior of the Business premises
designated by the Business as acceptable for photographing;
1 a{3
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2/23/2015 Invoice: Sergio Bennett
b. Photographer will use commercially reasonable efforts to ensure that the photographs meet
the Google Business View Program's technical specifications;
c. Photographer assigns all ownership rights in the photographs (including intellectual property
rights) to Business;
d. Photographer hereby agrees not to assert at any time, and otherwise waives, any "moral
rights" that Photographer may have in the photographs, and Photographer hereby assigns to
Business all moral rights therein; and
e. Photographer will upload the photographs to Google for processing within 3 business days of
taking the photographs of the Business.
5. Terms Governing the Uploading, Processing, and Use of Photographs.
a. Google Terms of Service. Business agrees that the uploading, processing, and use of the
photographs will be governed by Google's standard online terms of service for such
photographs as set forth at http: / /maos.Qoogle.com/ help /maps/businessphotos /tos.htmi
b. Authorization to Upload Photographs to Google. Business hereby authorizes Photographer to
upload the photographs to Google and agree to the Google Terms of Service in accordance with
Section 5(a) above, on Business' behalf.
6. Limited License to Photographer. Business grants Photographer a nonexclusive license to
use a reasonable number of images created under this agreement as "samples" or "portfolio
copies" for Photographer to archive examples of Photographer's work and to advertise or market
Photographer's professional services.
7. Time and Date of Services. Upon signature, Photographer will reserve the time and date
agreed upon to provide the photographic services. All Service Fees are non - refundable except
as described in Section 8 below, or unless Photographer agrees in its sole discretion to permit a
rescheduling of the services.
8. Refunds. Photographer will refund all Service Fees to the Business (but will have no further
liability with respect to the agreement) if Google rejects the photographs for failure to meet the
Google Business View technical specifications and Photographer does not correct the failure
after re- photographing the Business at a mutually- agreed upon time.
9. Insurance. Photographer will carry comprehensive general liability insurance coverage for
Photographer's activities on the Business' premises.
10. Confidentiality. Business acknowledges and agrees that this agreement is confidential
information. Business will not disclose or make this agreement available to any third party
except (a) Google; (b) as specifically authorized by Photographer in writing; or (c) when
compelled to do so by law if Business provides reasonable prior notice to Photographer.
11. No Warranties. IN CONNECTION WITH THIS AGREEMENT, PHOTOGRAPHER MAKES
NO REPRESENTATIONS AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW,
DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE
PHOTOGRAPHIC SERVICES OR THE PHOTOGRAPHS, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PHOTOGRAPHER
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EXHIBIT A
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2/23/2015 Invoice: Sergio Bennett
MAKES NO REPRESENTATION OR WARRANTY THAT THE PHOTOGRAPHS WILL
ULTIMATELY BE DISPLAYED BY GOOGLE.
12. Limitations on Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY, AND TO THE
MAXIMUM EXTENT PERMITTED BY LAW (A) NEITHER PARTY WILL BE LIABLE (UNDER
ANY THEORY OR CIRCUMSTANCE) FOR LOST REVENUES OR INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND (B) NEITHER
PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO
THIS AGREEMENT WILL EXCEED THE AMOUNT OF THE SERVICE FEE.
13. Modifications. Any modification of this agreement must be in writing and signed by both
parties.
14. Entire Agreement. This agreement incorporates the entire understanding of the parties
relating to its subject and supersedes any prior or contemporaneous agreements on that
subject.
Notes
Thanks for supporting Indianapolis 360 - Indy's Trusted Google Photographer!
EXHIBIT A
3X4'3
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