Community Newspaper Holdings, Inc/Eng/8,950/Digital Advertising Insertion Order%—VUHHUMLY 14-6paper riowings, Inc.
Community Relations Department - 2018 �P�A
Appropriation # 1203 43-593.00, Gift Fund #854; P.O. #101154, 101385
Contract Not To Exceed $8950.00
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
Community Newspaper Holdings, Inc., 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 43-593.00 and Gift Fund #854 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 Eight Thousand Nine Hundred Fifty Dollars ($8,950.00) (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 thirty-five (35) 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.
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a parry 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
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Community Relations Department - 2018
Appropriation # 1203 43-593.00, Gift Fund #854; P.O. #101154, 101385
Contract Not To Exceed $8950.00
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.
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.
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Community Relations Department - 2018
Appropriation # 1203 43-593.00, Gift Fund #854; P.O. #101154, 101385
Contract Not To Exceed $8950.00
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 -Verity 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.
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
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Community Relations Department - 2018
Appropriation # 1203 43-593.00, Gift Fund #854; P.O. #101154, 101385
Contract Not To Exceed $8950.00
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 AND
Douglas C. Haney,
One Civic Square
Corporation Counsel
Carmel, Indiana 46032
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Community Newspaper Holdings, Inc.
445 Dexter Ave, Suite 7000
Montgomery, AL 36104
Attn: Community News Digital
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.
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.
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community Newspaper Holdings, Inc.
Community Relations Department - 2018
Appropriation # 1203 43-593.00, Gift Fund #854; P.O. #101154,101385
Contract Not To Exceed $8950.00
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, 2018 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
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 their
successors in interest.
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Community Relations Department - 2018
Appropriation # 1203 43-593.00, Gift Fund #854; P.O. #101154, 101385
Contract Not To Exceed $8950.00
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:
James Brainard, Presiding Officer
Date: 4P
Maty An
Date: Tv';�
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Date:
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Christine S. Paule)k C"I
Date:
COMMUNITY NEWSPAPER HOLDINGS, INC.
By:
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Authorio ignature
Printed Name`
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Title
FID/TIN: OL/-' 331gy?il-
Last Four of SSN if Sole Proprietor:
Date:
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Digital Advertising Insertion Order
Client Information:
Account Name: City of Carmel —Carmel Christkindlmarkt and Ice at Center Green
Agency Name:
Billing Address: 1 Civic Square, Carmel, IN 46032
Phone: (317) 571-2790
Email: nheck@carmel.in.gov
Website: Under Construction
Today's Date:
9/6/2017
Campaign Information:
Start Date: 10/1/2017 End Date: 12/24/2017
Order Breakdown*:
Start Date End Date Product
Total Active Months:
3
Monthly Monthly Total
Impressions Spend Spend
Level
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12!24(2017
Facebook Ads
450,000
$ 0
$ 3,000 �G
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10/1/2017
12/24/2017
Behavioral Targeting
400,000
$ 0
$ 3,950
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Total Impressions: 850,000 Campaign Total: I $ 8,950
Notes:
CND Sales Rep Name: Region:
John Lich 5
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Partnership Commitment
In consideration of the mutual promises contained herein, and
for other good and valuable consideration, the adequacy of
which are hereby acknowledged, Community Newspaper
Holdings, Inc. ("CNHI") and Advertiser agree to the following:
1. Description of Services Provided. CNHI will be the
provider of certain digital marketing services for Advertiser,
which may include search engine marketing services (paid
search, search engine optimization, and paid inclusion),
campaign management, strategy and measurement tools (the
"Services"). The Insertion Order will describe the specific
Services to be provided. CNHI shall be responsible for delivering
and performing only those Services specifically identified in the
Insertion Order. Any modifications to the Insertion Order must
be agreed to by the parties in writing.
2. Right to use Advertisements and Marks. Advertiser
grants CNHI a nonexclusive, nontransferable, limited, revocable
license during the term of the Insertion Order to: (i) market,
display, perform, copy, transmit, place, and promote the
advertisement(s) solely in connection with its obligations
hereunder; (ii) market, display, perform, copy, transmit, place,
and promote the advertisement(s) through third parties solely in
connection with Its obligations hereunder; and (iii) grant third
parties the right to market, display, perform, copy, transmit, and
promote the advertisement(s) on network(s) solely in connection
with the performance of CNHI's obligations hereunder. Title to
and ownership of Advertiser's trademarks shall remain with
Advertiser. CNHI shall use Advertiser's trademarks exactly in the
form provided and any benefits and goodwill accruing from the
use of such trademarks shall automatically vest in Advertiser.
3. Advertising Restrictions and Conditions. Advertiser shall
provide all advertisement(s) and creative materials requested by
CNHI and/or as indicated in the Insertion Order. CNHI reserves
the right to: (i) refuse any advertising request, cancel any
advertisement(s), or with Advertiser's prior written approval
(before placement) change any advertisement(s) that does not
conform to the material detail, instruction, method, and
guideline set forth in any Insertion Order; (ii) refuse any
advertisement(s) that does not arrive 72 -hours prior to the
actual Start Date; (iii) refuse at any time to use any
advertisement that it believes is an invasion of privacy, is
degrading, libelous, unlawful, profane, obscene, pornographic,
tends to ridicule or embarrass, is in bad taste, or which is an
infringement on a trademark, trade name, or copyright
belonging to others; (iv) refuse or cancel any advertisement(s)
that redirects traffic to a website other than the site specifically
identified in any Insertion Order; or (v) refuse or cancel any
advertisement(s) that on its face asks users to take advantage of
other or additional offers or advertisements not specifically
identified in the Insertion Order. If CNHI wishes to exercise its
rights under this Section, CNHI shall immediately notify
Advertiser in writing detailing the reasons for its
refusal/cancellation and provide Advertiser with an opportunity
to correct the advertisement.
4. Tracking of Campaigns. CNHI shall be responsible for
the tracking and collection of all information and data relating to
impressions, costs, units, and to website traffic to and from the
Advertiser's advertisements ("Traffic Data"). CNHI shall own all
right, title and interest in the Traffic Data. CNHI shall provide
Advertiser, In a mutually agreed upon form, reports, including all
Traffic Data and describing the Services performed by CNHI.
5. Payment. Advertiser shall pay CNHI all undisputed
amounts within thirty (30) days upon the date of an invoice. In
the event that CNHI has not received payment in full as of the
due date, Advertiser shall pay CNHI an additional one and one-
half percent (1.5%) of the outstanding balance per month after
such due date, or the maximum amount allowable under
Alabama law, whichever is less, until the outstanding balance is
paid in full. Advertiser hereby acknowledges that in the event
that Advertiser falls to pay CNHI any undisputed amounts when
due, CNHI may halt all Services.
6. Term. The term of the Agreement shall commence on
the Effective Date of the Insertion Order and shall remain in
effect until the last end date specified in the Insertion Order.
Either party may terminate this Agreement with or without
cause upon sixty (60) days prior written notice to the other
party. Upon termination or expiration of this Agreement for any
reason, all rights, obligations, and licenses of the parties
hereunder shall cease, except Advertiser shall pay any unpaid
costs and fees through the effective date of termination or
expiration.
7. Representations and Warranties.
a. General Warranties. Each party represents and
warrants to the other party that it has the power and authority
to enter into this Agreement, to grant the licenses contained
herein, and to otherwise perform Its obligations hereunder.
b. Advertiser Warranties. Advertiser represents, warrants
and covenants that: (i) Advertiser has obtained appropriate
permissions to provide advertisement(s) for use as described
herein; (ii) materials in the advertisements will be free of viruses,
Trojan horses, trap doors, back doors, Easter eggs, worms, time
bombs, cancelbots or other computer programming routines
that are intended to damage, interfere with, intercept, or
expropriate any system data or personal information; and (iii)
the advertisements do not infringe or misappropriate the
intellectual property rights of any third party.
c. CNHI Warranties. CNHI represents, warrants and
covenants that: (i) it will consistently use its best efforts to
ensure that, as of the date of delivery, the Services will be free of
viruses, Trojan horses, trap doors, back doors, Easter eggs,
worms, time bombs, cancelbots or other computer programming
routines that are intended to damage, interfere with, intercept,
or expropriate any system data or personal information; and (ii)
the Services will be performed in a competent and workmanlike
manner consistent with generally accepted industry standards.
Exhibit
1
2 �
Partnership Commitment
8. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT OR ANY INSERTION ORDER, EACH PARTY EXPRESSLY
AGREES THAT ITS USE OF THE SERVICES, DELIVERABLES, OR
MATERIALS PROVIDED BY THE OTHER PARTY HEREUNDER ARE
PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY
KIND, EXPRESS OR IMPLIED.
9. Limitation of Liability. EXCEPT FOR INDEMNIFICATION
OBLIGATIONS IN SECTION 10 OR BREACHES OF CONFIDENTIALITY
OBLIGATIONS IN SECTION 11, ANY LIABILITY OF A PARTY, FOR
DIRECT DAMAGES ARISING FROM OR RELATED TO THIS
AGREEMENT SHALL BE STRICTLY LIMITED TO THE AMOUNT
ALREADY PAID BY ADVERTISER TO CNHI IN THE PRIOR TWELVE
(12) MONTH PERIOD. IN NO EVENT SHALL EITHER PARTY BE
LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, ARISING OUT OF THIS AGREEMENT.
10. Indemnity. Each party shall indemnify, defend and hold
the other party, its affiliates and subsidiaries and their respective
directors, officers, employees, agents, successors, and assigns
harmless from and against all actions, suit proceedings,
judgments, demands or claims, liabilities, losses or expenses
whatsoever incurred brought by a third party in connection -with
or arising from a party's failure to perform hereunder or a party's
breach of its representations and/or warranties.
11. Confidential Information.
a. "Confidential Information" means any information
disclosed by one party to the other party, either directly or
indirectly, in writing, orally or by inspection of tangible objects,
other than information that a party can establish that (i) was
publicly known and made generally available in the public
domain prior to the time of disclosure, (ii) becomes publicly
known and made generally available after disclosure, other than
through the action or inaction of the receiving party, or (iii) is in a
party's possession, without confidentiality restrictions, at the
time of disclosure as shown by the receiving, or disclosing
party's, files and records immediately prior to the time of
disclosure. Either party shall not: (a) disclose, sell, license,
transfer or otherwise make available to any person or entity any
Confidential Information, (b) use any Confidential Information,
or (c) reproduce or otherwise copy any Confidential Information,
except as necessary to fulfill its obligations hereunder.
Notwithstanding the foregoing, each party may disclose
Confidential Information to Its officers, directors, employees, or
agents who have a need to know such information to perform
their obligations hereunder, provided that the obligations of
confidentiality are made known to each such person and
provided further that the disclosing party shall be responsible for
any breaches of this Section by such persons. Each party agrees
to take all reasonable measures to protect the secrecy of and
avoid disclosure and unauthorized use of the other party s
Confidential Information. All Confidential Information shall at all
times remain the personal property of the disclosing party and
all documents, electronic media and other tangible items
containing or relating to any Confidential Information shall be
delivered to the other party immediately upon request.
12. General Provision. All notices, requests and other
communications hereunder will be in writing and will be sent by
overnight courier service to the address set forth on the
Insertion Order, or to such addresses as may be provided in
writing by the parties. Neither party shall have any liability
hereunder to the extent any failure or delay in the performance
of its obligations hereunder is on account of strikes, shortages,
riots, acts of terrorism, insurrection, fires, flood, storm,
explosions, earthquakes, internet outages, computer virus, Acts
of God, war, governmental action, or any other cause that is
beyond its reasonable control. Neither party may assign this
Agreement, without the other party's prior written consent,
which consent shall not be unreasonably withheld or delayed.
The failure of either party at any time to require performance by
the other party of any provision hereof shall in no way affect the
full right to require such performance at any time thereafter, nor
shall the waiver by either party of a breach of any provision
hereof be taken or held to be a waiver of any succeeding breach
of such provision or as a waiver of the provision itself. If any
provision of this agreement be held to 'be invalid or
unenforceable, the remainder of this agreement, shall not be
affected thereby, and shall be valid and be enforced to the
fullest extent permitted by law. The parties are independent
contractors. Nothing In this Agreement should be construed to
create, evidence, or imply any agency, partnership, or joint
venture between the parties. This Agreement shall be governed
by, and construed in accordance with the laws of the State of
Alabama without is conflict of laws principles. Both parties agree
to submit to the exclusive jurisdiction of the state and federal
courts located in Montgomery County, AL. This Partnership
Commitment and the Insertion Order sets forth the entire
understanding between the parties, and supersedes any and all
prior or contemporaneous agreements or understandings
between the parties, whether oral or written, as to the subject
matter hereof. The Insertion Order is incorporated Into the
Partnership Commitment by reference. The document may be
executed in any number of counterparts, each of which shall be
deemed an original and all of which together shall constitute one
and the same Instrument. Signatures by facsimile shall be
acceptable and sufficient to execute this document.
CND Advertiser
John Lich'..,..»as,���=
By: on:to7ncnsiwasco
Title:
Date:
By: _
Title:
Date:
EXHIBIT B
Invoice
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Date:
Signature
Printed Name
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:
$100,000 each employee
Bodily Injury by Accident/Disease:
$250,000 each accident
Bodily Injury by Accident/Disease:
$500,000 policy limit
Property damage, contractual liability,
products -completed operations:
General Aggregate Limit (other than
Products/Completed Operations): $500,000
Products/Completed Operations: $500,000
Personal & Advertising Injury
Policy Limit: $500,000
Each Occurrence Limit: $250,000
Fire Damage (any one fire): $250,000
Medical Expense Limit (any one person): $ 50,000
Comprehensive Auto Liability (owned, hired and non -owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000 each accident
$500,000 each accident
$500,000
$500,000
$ 10,000
EXHIBIT D
AFFIDAVIT
pwit" - 0 mm/� /-", , being first duly sworn, deposes and says that
he/she is fam' ar with and has personal knowledge of the facts herein and, if called as a witness in this
matter, could testify as follows:
1. I am over eighteen (18) years of age and am competent to testify to the facts contained
herein.
2. I 7 now and at all times r levant herein have been employed by
(�W� •� (the "Employer")
in the position of -
3. I am familiar with the employment policies, practices, and procedures of the Employer and
have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E -Verify program and has
provided documentation of such enrollment and participation to the City of Carmel,
Indiana.
5. The Company does not knowingly employ any unauthorized aliens.
FURTHER AFFIANT S AYETH NOT.
EXECUTED on the _day of , 20 .
Printed:I i I�V•f
I certify under the penalties for perjury under the laws of the United States of America and the State of
Indiana that the foregoing factual statements and representations are true and correct.
Printed:
•
NANCY 8. 5AATH
Notary Public - Seal
Stale of Indiana
Howard County
Commission Expires Jul 11, 2023
f
City10%f Carmel
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO.003120155 002 0
Page 1 of 1
PURCHASE ORDER NUMBER
PLEASE
FEDERAL EXCISE TAX EXEMPT
101385
ONE CIVIC SQUARE
35-6000972
THIS NUMBER MUST APPEAR ONINVOICES, AIP
CARMEL, INDIANA 46032-2584
' AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
VOUCHER, DELIVERY MEMO, PACKING SUPS,
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
SHIPPING LABELS AND ANY CORRESPONDENCE
PURCHASE ORDER DATE
DATE REQUIRED
REQUISITION NO.
VENDOR NO.
DESCRIPTION
2/9/2018
ORDERED BY O
359336
DIGITAL MEDIA
INDIANA MEDIA GROUP
Community Relations
VENDOR PO BOX 607
SHIP 1 Civic Square
TO Carmel, IN 46032-
GREENSBURG, IN 47240--0607
PURCHASE ID BLANKET CONTRACT
PAYMENT TERMS FREIGHT
23281
QUANTITY UNIT OF MEASURE
DESCRIPTION UNIT PRICE EXTENSION
Department: 1203 Fund: 854 Community Relations Gift
Account: 43-590.32
1 Each COMMUNITY NEWS DIGITAL - PORTION COVERED BY
HAMILTON CO. TOURISM
rz
Send Invoice To:
Community Relations
$4,275.00 $4,275.00
Sub Total $4,275.00
1 Civic Square
AA'J P
Carmel, IN 46032-
/-�� "
PLEASE
INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT
PROJECT PROJECT ACCOUNT AMOUNT
PAYMENT $4,275.00
SHIPPING INSTRUCTIONS
' AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
'SHIP PREPAID.
AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
'C.O.D. SHIPMENT CANNOT BE ACCEPTED.
THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
/tea
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
ORDERED BY O
Nancy Heck
TITLE Director
CONTROL N0. 101385 CLERK
-TREASURER
City®f Car}�'j�'� el
RETAIL TAX EXEMPT
CERTIFICATE NO. 0031201550020
Page 1 of 1
PURCHASE ORDER NUMBER
Jl JlINDIANA
FEDERAL EXCISE TAX EXEMPT
101154
ONE CIVIC SQUARE
35-6000972
THIS NUMBER MUST APPEAR ON INVOICES, A/P
CARMEL, INDIANA 46032-2584
' A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
VOUCHER DEUVERY MEMO, PACKING SLIPS,
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR
CITY OF CARMEL - 1997
SHIPPING LABELS AND ANY CORRESPONDENCE
PURCHASE ORDER DATE
I DATE REQUIRED
I REQUISITION NO.
VENDOR NO.
I DESCRIPTION
12/14/2017
371979
DIGITAL ADVERTISING INSERTION ORDER
COMMUNITY NEWS DIGITAL
Community Relations
VENDOR 445 DEXTER AVE, SUITE 7000
SHIP 1 Civic Square
TO Carmel, IN 46032 -
MONTGOMERY, AL 36104 -
PURCHASE ID BLANKET CONTRACT
PAYMENT TERMS FREIGHT
21834
QUANTITY UNIT OF MEASURE
DESCRIPTION UNIT PRICE EXTENSION
Department. 1203
Account: 43-593.00
1 Each
Send Invoice To:
Community Relations
Fund: 101 General Fund
DIGITAL ADVERTISING INSERTION ORDER
of CA
$4,675.00 $4,675.00
Sub Total $4,675.00
1 Civic Square
��/5 ---r'
Carmel, IN 46032-
` ♦ Q 'r
PLEASE INVOICE IN DUPLICATE
DEPARTMENT
ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
PAYMENT $4,675.00
SHIPPING INSTRUCTIONS
' A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
SHIP PREPAID.
AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBUGATED BALANCE IN
'C.O.D. SHIPMENT CANNOT BE ACCEPTED.
THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL Q
'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 �� A
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY
Nancy Heck
TITLE Director
CONTROL NO. 101154 CLERK -TREASURER