Software Engineering Professionals, Inc/Agreement Regarding Little Free Library AGREEMENT REGARDING LITTLE FREE LIBRARY
This Agreement Regarding Little Free Library("Agreement") is entered into, effective as
of the 13th day of August, 2018, between the City of Carmel, Indiana, an Indiana municipal
corporation (the "City") and Software Engineering Professionals, Inc., an Indiana corporation
("SEP").
WITNESSETH:
In consideration of the terms, conditions and covenants hereinafter set forth, the City and
SEP agree as follows:
1. Little Free Library. The City is installing a Little Free Library on certain real
estate located adjacent to the parking garage at the Center for the Performing Arts and the
Monon Trail in Cannel, Indiana, as shown on Exhibit A pursuant to a Path Improvements
Easement recorded as Instrument No. 2018022599 in the Hamilton County Recorder's office.
SEP agrees to provide and to keep the Little Free Library stocked with new and/or gently used
books generally of the type of books available at the Cannel Clay Public Library and to
specifically stock the bottom two (2) shelves of the Little Free Library with children's books
("SEP's Work"). SEP will stock the Little Free Library at least once per week. Notwithstanding
the foregoing, the City may at any time and from time to time place books in the Little Free
Library. SEP shall be solely responsible for providing all of the books necessary for and bearing
any costs associated with SEP's Work.
2. Maintenance and Repair. The City shall maintain and repair the Little Free
Library. In the event SEP damages the Little Free Library, SEP shall reimburse the City the
reasonable cost of the repair of such damage. SEP shall not alter or modify the Little Free
Library. If SEP discovers damage to the Little Free Library, SEP shall notify the City by
contacting City of Carmel Street Department, 317-733-2001.
3. Term and Termination. This Agreement shall commence on the date set forth
above and continue for a period of one (1) year and thereafter renew for successive periods of
one (1) year, unless earlier terminated by either party as set forth herein. In the event of an
emergency or public safety concern, the City determines SEP is not completing SEP's Work as
required herein, or the removal of the Little Free Library, the City may immediately terminate
this Agreement upon notice to SEP. Either party may terminate this Agreement for any reason
upon thirty(30)days' written notice to the other party.
5. Effect of Agreement. This Agreement sets forth the entire understanding of the
parties. It shall not be amended except by separate written instrument signed by both parties
hereto.
6. Assignment. SEP shall not assign this Agreement without the prior written
consent of the City.
7. Indemnity and Insurance. SEP shall indemnify and hold the City and its officials,
officers, employees, volunteers, agents, and invitees harmless from and against any and all
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liabilities, fines, claims, injuries, damages, actions, proceedings,judgments, costs, and expenses
of any kind or nature whatsoever asserted against or sustained by the City due to, or arising out
of, any act, omission, or negligence of SEP, its employees, agents, and invitees. SEP shall
maintain general public liability insurance in commercially reasonable amounts covering SEP's
Work and shall provide the City with a certificate of insurance. SEP hereby waives any and all
claims against the City or its agents, employees, and invitees for any loss of or damage to
personal property or for any injury sustained in or about the Little Free Library.
8. Advertising. The City may advertise SEP's involvement with the Little Free
Library. SEP may advertise its involvement with the Little Free Library upon approval by the
City, which approval shall not be unreasonably withheld.
9. Compliance with Applicable Laws. SEP shall comply with all applicable laws,
rules, and regulations specifically including, but not limited to, laws which prohibit
discrimination against any employee, applicant for employment or sub-contractor (including
vendors) in the performance of any duty associated with SEP's Work, with respect to hire,
tenure, terms, conditions, privileges of employment, and/or any matter directly or indirectly
related to employment or subcontracting, because of race,religion, color, sex, handicap,national
origin, ancestry, age, disabled veteran status or Vietnam era veteran status. The City reserves the
right to collect a penalty as provided in I.C. 5-16-6-1 for any person so discriminated against.
SEP affirms under the penalties of perjury that it does not knowingly employ or contract with an
unauthorized alien and shall not retain an employee or contract with a person that it subsequently
learns is an unauthorized alien. SEP further specifically agrees that it, (a) is enrolled in and uses
the E-Verify program of the Illegal Immigration Reform and Immigration Responsibility Act of
1996, as amended, (the "E-Verify Program") to verify the work eligibility status of all SEP's
employees hired after SEP's enrollment in the E-Verify Program unless the E-Verify program no
longer exists, and will otherwise comply with Indiana Code 22-5-1.7 as to any subcontractor
used by SEP; and (b) does not knowingly employ or contract with any authorized alien.
Pursuant to Indiana Code 5-22-16.5, SEP certifies that it does not engage in investment activities
within the Country of Iran. Breach of these covenants shall be deemed a material breach of the
Agreement and the City may terminate the Agreement with verbal notice to SEP.
10. Notices. All notices and demands that may be or are required to be given by
either party to the other hereunder shall be in writing and shall be sent by national overnight
delivery or United States certified or registered mail,postage prepaid,addressed:
If to SEP: Software Engineering Professionals,Inc.
Four Center Green, Suite 400
Carmel,Indiana 46032
Attention: Traci L. Dossett, COO
If to the City: City of Carmel
One Civic Square
Cannel,Indiana 46032
Attention: Nancy Heck,Director of Community Relations
and Economic Development
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With copy to: City of Carmel
One Civic Square
Carmel, Indiana 46032
Attention: Corporation Counsel
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year above written.
Software Engineering Professionals, Inc.,
an Indiana corporation
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Before me, a Notary Public in and for said County and State, personally appeared
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Software Engineering Professionals, Inc,an Indiana corporation and acknowledged the execution
of the foregoing for and on behalf of said corporation.
Witness my hand and notarial seal this -' day of AV Q--1 (- ,2019.
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My Commission Expires: My County of Residence:
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CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
;40'Q-e 44
James Brainard, Presiding Officer
Date:
Mary A I urke, Me be
Date: /
Lori S. Watso embe
Date: 57j //
ATTEST:
Christine S. Pauley, Clerk- easurer
Date: 2////y
STATE OF INDIANA )
) SS:
COUNTY OF HAMILTON )
Before me, a Notary Public in and for said County and State, personally appeared Mtryekes
leinard, Mary Ann Burke and Lori Watson, by me known to be the Members of the City of Camel
Board of Public Works and Safety, and Christine S. Pauley, Clerk-Treasurer of the City of Carmel, who
acknowledged the execution of the foregoing"Resolution"on behalf of the City of Carmel, Indiana.
Witness my hand and Notarial Seal this/ >day of l , 2019.
Commission Expiration: �f/r!0%`/ Mary Public Signature
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County of Residence: hia./Millat) Notary Public-Printed
KD_100 199_3.doc DIANNE WALTHALL
Seel
Notary Public-State of Indians
Hamilton County
My Commission Expires Mar 18,2024
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EXHIBIT A
Legal Description of Easement Property
EXHIBIT "A'
LITTLE LIBRARY EASEMENT
87.0 FEET OFF OF THE ENTIRE SOUTH SIDE OF THE FOLLOWING DESCRIBED REAL ESTATE, DESCRIBED AS
FOLLOWS:
A PART OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 18 NORTH. RANGE 3 EAST OF THE SECOND
PRINCIPAL MERIDIAN, CLAY TOWNSHIP, HAMILTON COUNTY, INDIANA, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHEAST QUARTER OF SAID SECTION 36, TOWNSHIP 18
NORTH, RANGE 3 EAST; THENCE SOUTH 89 DEGREES 12 MINUTES 13 SECONDS WEST (ASSUMED BEARING)
773.40 FEET ALONG THE NORTH LINE OF SAID NORTHEAST QUARTER TO THE NORTHWESTERN CORNER OF A
1.800-ACRE TRACT OF LAND GRANTED TO THE CITY OF CARMEL REDEVELOPMENT COMMISSION ("MONON 0
TRACT") (RECORDED AS INSTRUMENT NUMBER 9909923664 IN THE OFFICE OF THE RECORDER OF HAMILTON
COUNTY, INDIANA); THENCE SOUTH 00 DEGREES 51 MINUTES 54 SECONDS EAST 816.80 FEET ALONG THE
WESTERN LINE OF SAID MONON TRACT TO THE POINT OF BEGINNING OF A 3.098-ACRE TRACT OF LAND
GRANTED TO THE CARMEL CITY CENTER COMMUNITY DEVELOPMENT CORPORATION ("PARCEL 7C") (RECORDED
AS INSTRUMENT NUMBER 2010005056 IN SAID RECORDER'S OFFICE); THENCE CONTINUE SOUTH 00 DEGREES
51 MINUTES 54 SECONDS EAST 73.38 FEET ALONG SAID WESTERN UNE AND THE EASTERN BOUNDARY OF
SAID PARCEL 7C TO THE POINT OF BEGINNING OF THIS DESCRIPTION, SAID POINT ALSO BEING THE
SOUTHEASTERN CORNER OF THE 0.372-ACRE TRACT OF LAND GRANTED TO WELLS FARGO BANK, N.A., AS
TRUSTEE ("PARCEL 7-C-2") (RECORDED AS INSTRUMENT NUMBER 2010005062 IN SAID RECORDER'S OFFICE);
THENCE CONTINUE SOUTH 00 DEGREES 51 MINUTES 54 SECONDS EAST 297.76 FEET ALONG THE EASTERN
LINE OF SAID PARCEL 7C AND THE WESTERN UNE OF SAID MONON TRACT TO THE COMMON CORNER
THEREOF; THENCE SOUTH 89 DEGREES 12 MINUTES 13 SECONDS WEST 27.68 FEET ALONG THE SOUTHERN
LINE OF SAID PARCEL 7C TO THE SOUTHEASTERN CORNER OF PARCEL 7C-3 (PARKING GARAGE) AS
DESCRIBED IN SAID INSTRUMENT NUMBER 2010005062; THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS •
WEST 298.11 FEET ALONG THE EASTERN LINE OF SAID PARCEL 7C-3 TO THE NORTHEASTERN CORNER
THEREOF AND HE SOUTHERN LINE OF SAID PARCEL 7-C-2; THENCE NORTH 90 DEGREES 00 MINUTES 00
SECONDS EAST 23.19 FEET ALONG SAID SOUTHERN LINE TO THE POINT OF BEGINNING.
CONTAINING IN SAID EASEMENT 0.054 ACRES,MORE OR LESS.
NO FIELDWORK WAS PERFORMED AND THEREFORE, THIS DESCRIPTION IS SUBJECT TO ANY OVERLAPS, GAPS
OR INCONSISTENCIES THAT A FIELD SURVEY MIGHT REVEAL.
PREPARED BY:
i
CROSSROAD
ENGINEERS,PC
Exhibit A—page 1 of 1