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HomeMy WebLinkAboutPaperless Packet for BPW 06.07.23Board of Public Works and Safety Meeting Agenda Wednesday, June 7, 2023 – 10:00 a.m. Council Chambers City Hall, One Civic Square MEETING CALLED TO ORDER 1. MINUTES a. Minutes from the May 17th, 2023, Regular Meeting 2. BID OPENING AND AWARD a. Bid Opening for BPW 23-STR-06 Palladium Pavers; Matt Higginbotham, Street Commissioner 3. PERFORMANCE BOND REDUCTION APPROVAL REQUEST a. Resolution BPW 06-07-23-01; Village of West Clay – Uptown Townhomes; Right of Way; OE Village of West Clay, LLC b. Resolution BPW 06-07-23-02; The Grove at Legacy – Sections 4A, 4B and 5; Erosion Control; PM Development Holdings, LLC 4. CONTRACTS a. Request for Purchase of Goods and Services; Dylan Stiles; ($3,600.00); Cleaning Services; Nancy Heck, Director of the Department of Community Relations b. Request for Purchase of Goods and Services; MEG & Associates, LLC; ($153,250.00); Event Planning and Media Services; Additional Services Amendment; Nancy Heck, Director of the Department of Community Relations c. Request for Purchase of Goods and Services; A & F Engineering Co., LLC; ($187,420.00); Supplemental RAB Design; Additional Services Amendment; Jeremy Kashman, City Engineer d. Request for Purchase of Goods and Services; HWC Engineering, Inc.; ($60,050.00); Intersection and Regional Drainage; Additional Services Amendment; Jeremy Kashman, City Engineer e. Request for Purchase of Goods and Services; HWC Engineering, Inc.; ($442,700.00); Street Reconstruction Design; Jeremy Kashman, City Engineer f. Request for Purchase of Goods and Services; RQAW Corporation; ($344,734.00); Carmel Path Design; Jeremy Kashman, City Engineer g. Request for Purchase of Goods and Services; United Consulting Engineers, Inc.; ($32,800.00); Pedestrian Crossing Evaluation; Additional Services Amendment; Jeremy Kashman, City Engineer h. Request for Purchase of Goods and Services; United Consulting Engineers, Inc.; ($261,950.00); Trail Extension Design and Planning; Jeremy Kashman, City Engineer i. Request for Purchase of Goods and Services; All Star Paving, Inc.; ($268,000.00); Path Preservation; Matt Higginbotham, Street Commissioner j. Request for Purchase of Goods and Services; Lithko Restoration, LLC; ($45,370.00); Additional Concrete and Fountain Coating; CO #4; Matt Higginbotham, Street Commissioner k. Request for Purchase of Goods and Services; Diversified Logistics Training Solutions, LLC; ($22,500.00); Instructional Fees; Matt Higginbotham, Street Commissioner l. Request for Purchase of Goods and Services; Smock Fansler Corporation; ($111,912.00); Fountain and Light Repair; Additional Services Amendment; Matt Higginbotham, Street Commissioner m. Request for Purchase of Goods and Services; Maddox Industrial, LLC; ($4,390,000.00); Digester Gas Piping Replacement; John Duffy, Director of the Department of Utilities n. Request for Purchase of Goods and Services; Solential Energy Solutions, LLC; ($96,524.00); Solar Energy Generation; John Duffy, Director of the Department of Utilities 5. REQUEST TO USE CITY STREETS/PROPERTY a. Request to Use Midtown Plaza; Outdoor Workout; June 17, 2023: 9:00 AM – 12:00 PM; Micah Bilotto, F45 Training Northeast Carmel b. Request to Use City Streets; 5K Race; December 2, 2023; 7:00 AM – 11:00 AM; Don Carr, Tuxedo Brothers c. Request to Use Civic Square Gazebo; Graduation Party; June 11, 2023; 11:00 AM – 4:00 PM; Hollie Gossett d. Request to Use Civic Square Gazebo; Religious Service; July 14, 2023; 3:00 PM – 9:00 PM; Aviva Marer, Indianapolis Hebrew Congregation e. Request to Use Palladium East Courtyard; Ferrari Showcase; June 1, 2023; 1:00 PM – 9:30 PM; Zak Kahn f. Request to Use Carmel City Center; Oktoberfest; October 6, 2023; 7:00 AM – 11:00 PM; Meg Osborne, City of Carmel g. Request to Use Carter Green; Media Event; August 29, 2023; 6:00 PM – 11:00 PM; Anne O’Brien, City of Carmel h. Request to Use Carter Green; Public Launch Event; August 31, 2023; 12:00 PM – 11:00 PM; Anne O’Brien, City of Carmel i. Request to Use Civic Square Gazebo; Company Cookout; May 26, 2023; 1:00 PM – 5:00 PM; Alexander Joyce, ReJoyce Financial j. Request to Use Civic Square Gazebo; Benefit Concert; July 1, 2023; 4:00 PM – 10:00 PM; Mark E. Stevens k. Request to Use/Close City Street; Neighborhood Block Party; July 11, 2023; 5:00 PM – 9:00 PM; Mariam Lanthron 6. OTHER a. Request for Curb Cut; 10610 Vali Drive; Property Owner b. Request for Right of Way Dedication; 13065 Clay Center Road; Chantz & Cassi Miller, Property Owners c. Request for Consent to Encroach and Variance; 13580 Brentwood Lane; Michael & Caroline Pyle, Property Owners d. Request for Approval of Re-plat; Asherwood Lots 19-20; Adam Mears, Gradison Land Development e. Request for Stormwater Technical Standards Waiver; 550 Monon Boulevard; David Huffman, Circle Design Group f. Request for Stormwater Technical Standards Waiver; 4501 W. 96th Street; Dennis Reinbold, Dryer and Reinbold Racing g. Request for Stormwater Technical Standards Waiver; 14400 Lowe’s Way; Conner Strege, Kimley-Horn h. Request for Stormwater Technical Standards Waiver; 12895 Old Meridian; Nicholas Vergatos, JPS Consulting Engineers 7. ADJOURNMENT 1 2 Board of Public Works and Safety Meeting 3 Minutes 4 Wednesday, May 17, 2023 – 10:00 a.m. 5 Council Chambers City Hall, One Civic Square 6 7 8 MEETING CALLED TO ORDER 9 10 Mayor James Brainard called the meeting to order at 10:05 AM 11 12 MEMBERS PRESENT 13 14 Mayor James Brainard, Board Members Lori Watson and Mary Ann Burke, and Deputy Clerk Jessica 15 Komp were present. 16 17 MINUTES 18 19 Minutes from the May 3, 2023 Regular Meeting. Board Member Burke moved to approve. Board Member 20 Watson seconded. Minutes were approved 3-0. 21 22 BID OPENING AND AWARD 23 24 Bid Award for BPW 23-STR-05 Path Preservation 25 Crystal Edmondson, Operations Manager of Carmel Street Department, recommended awarding the 26 bid to All Star Paving, as they were the lowest, most responsive bidder. Board Member Burke moved to 27 award the bid to All Star Paving in the amount of $268,000.00. Board Member Watson seconded. 28 Award approved 3-0. 29 30 PERFORMANCE BOND REDUCTION APPROVAL REQUESTS 31 32 Resolution BPW 05-17-23-02; Ambleside Sections 1A / 1B; Street Signs; Board Member Burke moved 33 to approve. Board Member Watson seconded. Resolution approved 3-0. 34 35 Resolution BPW 05-17-03; Sunrise on the Monon Phase 5; Roadway Improvements; Board Member 36 Burke moved to approve. Board Member Watson seconded. Resolution approved 3-0. 37 38 CONTRACTS 39 40 Request for Purchase of Goods and Services; College Avenue Design, LLC; ($5,500.00); Art of 41 Wine/Brews on the Blvd Entrance Display; Additional Services Amendment #2; Board Member Burke 42 moved to approve. Board Member Watson seconded. Request approved 3-0. 43 44 Request for Purchase of Goods and Services; Tandem Mobility, LLC; ($90,000.00); Renewal of 45 Services for Bike Share Program; Amendment #1 to Master Services Agreement; Board Member Burke 46 moved to approve. Board Member Watson seconded. Request approved 3-0. 47 Request for Purchase of Goods and Services; Beam, Longest & Neff, LLC; ($13,950.00); 20-ENG-12 48 Main Street Path; Appraisal & Buyer’s Agent Services; Board Member Burke moved to approve. 49 Board Member Watson seconded. Request approved 3-0. 50 51 Request for Purchase of Goods and Services; CrossRoad Engineers, P.C.; ($25,000.00); ROW 52 Services; Additional Services Amendment #7; Board Member Burke moved to approve. Board Member 53 Watson seconded. Request approved 3-0. 54 55 Request for Purchase of Goods and Services; DLZ Indiana, LLC; ($431,000.00); Design, ROW 56 Engineering, Design Plans and Bid Documents; Additional Services Amendment #2; Board Member 57 Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 58 59 Request for Purchase of Goods and Services; GAI Consultants, Inc.; ($242,790.00); 106th Street & 60 Westfield Blvd RAB; Additional Services Amendment #2; Board Member Burke moved to approve. 61 Board Member Watson seconded. Request approved 3-0. 62 63 Request for Purchase of Goods and Services; The Taylor Realty Group, P.C., ($9,630.00); Main Street 64 Path; Additional Services Amendment; Board Member Burke moved to approve. Board Member 65 Watson seconded. Request approved 3-0. 66 67 Request for Purchase of Goods and Services; Gibson Teldata, Inc.; ($156,377.25); 3-year Lease of 68 Phone Equipment; Additional Services Amendment; Board Member Burke moved to approve. Board 69 Member Watson seconded. Request approved 3-0. 70 71 Request for Purchase of Goods and Services; Officeworks Services, LLC; ($84,500.00); Office 72 Furniture and Fixtures; Additional Services Amendment; Board Member Burke moved to approve. 73 Board Member Watson seconded. Request approved 3-0. 74 75 Request for Purchase of Goods and Services; Intera Incorporated; ($33,963.00); Feasibility 76 Production Well Study; Board Member Burke moved to approve. Board Member Watson seconded. 77 Request approved 3-0. 78 79 Request for Purchase of Goods and Services: Howard Asphalt, LLC; 23-STR-01 Paving Program; 80 ($15,070.00); Additional MOT for CC&T; CO #1; Board Member Burke moved to approve. Board 81 Member Watson seconded. Request approved 3-0. 82 83 Request for Purchase of Goods and Services: Howard Asphalt, LLC; 23-STR-01 Paving Program; 84 ($28,545.00); Additional Concrete; CO #2; Board Member Burke moved to approve. Board Member 85 Watson seconded. Request approved 3-0. 86 87 Request for Purchase of Goods and Services: Howard Asphalt, LLC: 23-STR-01 Paving Program; 88 ($77,625.00); Additional Plunge Mill Line Item; CO# 3 Board Member Burke moved to approve. 89 Board Member Watson seconded. Request approved 3-0. 90 91 92 REQUEST TO USE CITY STREETS/PROPERTY 93 94 Request to Use Carter Green; Wedding; September 16, 2023; 2:00 PM – 8:00 PM (Rehearsal 95 September 15, 2023; 5:00 PM – 6:00 PM); Board Member Burke moved to approve. Board Member 96 Watson seconded. Request approved 3-0. 97 98 Request to Use Carter Green; Wedding; July 29, 2023; 2:00 PM – 7:00 PM (Rehearsal July 28, 2023; 99 5:00 PM – 6:00 PM); Board Member Burke moved to approve. Board Member Watson seconded. 100 Request approved 3-0. 101 102 Request to Use Midtown Plaza and Parking Spots; NBA Draft Viewing Party; June 22, 2023; 3:00 PM 103 – 10:00 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request 104 approved 3-0. 105 106 Request to Use Civic Square Gazebo; Yoga Event; June 20, 2023; 4:00 PM – 8:00 PM; Board 107 Member Burke moved to approve. Board Member Watson seconded. Request approved 3-0. 108 109 Request to Use Carter Green; Wedding; September 3, 2023; 1:00 PM – 11:00 PM (Rehearsal 110 September 2, 2023; 3:00 PM – 5:00 PM); Board Member Burke moved to approve. Board Member 111 Watson seconded. Request approved 3-0. 112 113 Request to Use Midtown Plaza; Outdoor Workouts; June 21, 2023 and July 19, 2023; 5:00 PM – 7:00 114 PM; Board Member Burke moved to approve. Board Member Watson seconded. Request approved 3-115 0. 116 117 OTHER 118 119 Request for Secondary Plat; 1st on Main; Board Member Burke moved to approve based on all 120 conditions by City departments being met. Board Member Watson seconded. Request approved 3-0. 121 122 Request for Open Pavement Cut and Lane Restriction; 431 E. Carmel Drive; Board Member Burke 123 moved to approve based on all conditions by City departments being met. Board Member Watson 124 seconded. Request approved 3-0. 125 126 Request for Curb Cut and Curb Cut Vacation; 530 2nd Ave NE; Board Member Burke moved to 127 approve based on all conditions by City departments being met. Board Member Watson seconded. 128 Request approved 3-0. 129 130 Request for Open Pavement Cut; 722 S Rangeline Road; Board Member Burke moved to approve 131 based on all conditions by City departments being met. Board Member Watson seconded. Request 132 approved 3-0. 133 134 Request for Consent to Encroach and Variance; 1083 Serenity Court; Board Member Burke moved to 135 approve based on all conditions by City departments being met. Board Member Watson seconded. 136 Request approved 3-0. 137 138 Request for Stormwater Technical Standards Waiver; 1701 E. 116th Street; Steven S. Rucker; Board 139 Member Burke moved to approve based on all conditions by City departments being met. Board 140 Member Watson seconded. Request approved 3-0. 141 142 Request for Curb Cut; 9765 Towne Road; Board Member Burke moved to approve based on all 143 conditions by City departments being met. Board Member Watson seconded. Request approved 3-0. 144 145 Request for Approval of Plat; INDOT Road Plans for RAB at 106th Street and Hazel Dell Parkway; 146 Jeremy Kashman, City Engineer; Board Member Burke moved to approve based on all conditions by 147 City departments being met. Board Member Watson seconded. Request approved 3-0. 148 149 Resolution BPW 05-17-23-01; A Resolution of the Board of Public Works and Safety of the City of 150 Carmel, Indiana, Approving the Transfer and Presentation of Pistol and Badge to Sergeant Phillip L. 151 Hobson; 28 years of Meritorious Service; Board Member Burke moved to approve the resolution. 152 Board Member Watson seconded. Resolution approved 3-0. 153 154 155 ADJOURNMENT 156 157 Mayor James Brainard adjourned the meeting at 10:09 a.m. 158 159 160 161 162 163 APPROVED: ____________________________________ 164 Sue Wolfgang – City Clerk 165 166 167 168 _____________________________________ 169 Mayor James Brainard 170 171 172 ATTEST: 173 174 __________________________________ 175 Sue Wolfgang – City Clerk 176 177 CzTfshfzHsfdivlijobu21;29bn-Nbz42-3134 CzTfshfzHsfdivlijobu:;51bn-Nbz23-3134 Exhibit A MEG & Associates Additional Services SCOPE OFSERVICES & RATE SCHEDULE FOR PROFESSIONAL SERIVCES Professional Services – Event Breakdown (amounts nottoexceed foreachevent) Festival of Ice $ 10,000.00 Carmel Winter Games $ 10,000.00 Sensory Friendly Skating Day $ 4,000.00 Holocaust Remembrance Ceremony $ 5,000.00 Memorial Day $ 5,000.00 Carmel onCanvas $ 10,000.00 Chinese Mooncake Festival $ 8,000.00 National Roundabouts Week $ 5,000.00 Holiday atCarter Green $ 5,000.00 Holiday inthe Arts District & Santa'sHouse $ 10,000.00 Carmel Holiday Trolley $ 18,500.00 Santa Tours and Santa Letter Reading $ 12,000.00 Santa Saturdays $ 4,000.00 Pet Daywith Santa $ 1,500.00 City ofCarmel Lifestyle Media $ 15,000.00 Additional media - Holidays inCarmel $ 2,500.00 Artomobilia $ 8,000.00 Artomobilia expansion $ 3,000.00 Oktoberfest $ 8,000.00 Arts inAutumn Trolley $ 2,000.00 Event Support -Scott Osborne $ 6,750.00 153,250.00 Thisisarequested overview presentation andopenfornegotiation asneeded. MEG & Associates consists of eight employees plusDayofEvent employees (MEG & Associates payfortheirwork). 9875 Lakewood Drive East, Indianapolis, IN46280 / 317.590.7522 / Meg@MegPromo.com Scope ofServices - Events (including but notlimitedto): A.Allprepwork prior toeachevent B. When requested, developing sponsorships and partnerships forevents C. Organizing andfacilitating theabove events forCityofCarmel D. Helping withsolidifying volunteers andotherneeds E. Helping with anymedia orpromotional needs F. Available forany additional needs for events Scope ofServices – Media Services (including butnotlimited to): A. Usemedia connections toattract earnedmedia opportunities B. Brainstorm andcreate specialinterest stories C. Research and tailorindividual media pitches for radioand television D. Schedule interviews, provide requested information andcreate itineraries E. Bepresentatallinterviews F. Prepare interviewees asneeded G. Brainstorm opportunities forvisualpromotions H. Helpmaintain anddistribute video links I. Submit arecap ofeach interview Thefollowingexpenses MEG & Associates arenotresponsible for: A. Printing materials orcosts B. Postage C. Flyers, brochures, anypromotional materials D. Operational expenses orcomputer expenses (internet) E. Anyother miscellaneous expenses TOTAL - $153,250 April 5, 2023 MEG andAssociates Date CityofCarmel Date 9875 Lakewood Drive East, Indianapolis, IN46280 / 317.590.7522 / Meg@MegPromo.com 3/30/2023 MEG & ASSOCIATES LLC INDIANAPOLIS, IN 46280 - 108647 9875 LAKEWOOD DR EAST City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION EVENT PLANNING & MEDIA SERVICES COMMUNITY RELATIONS 1 CIVIC SQ Carmel, IN 46032- 365626 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 75382 1203Department:101Fund:General Fund 43-590.03Account: EVENT PLANNING & MEDIASERVICES1 $15,000.00 $15,000.00Each 15,000.00SubTotal 15,000.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT 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 AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 108647 ORDERED BY TITLE CONTROLLER COMMUNITY RELATIONS 1 Civic Square Carmel, IN 46032- Nancy Heck James Crider Director Director of Administration 1/4/2023 MEG & ASSOCIATES LLC INDIANAPOLIS, IN 46280 - 108379 9875 LAKEWOOD DR EAST City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION EVENT PLANNING & MEDIA SERVICES COMMUNITY RELATIONS 1 CIVIC SQ Carmel, IN 46032- 365626 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 72929 1203Department:101Fund:General Fund 43-404.01Account: EVENTSUPPORT1 $6,750.00 $6,750.00Each 6,750.00SubTotal 43-590.03Account: EVENT PLANNING & MEDIASERVICES1 $101,500.00 $101,500.00Each 101,500.00SubTotal 43-593.00Account: EVENT PLANNING & MEDIASERVICES1 $30,000.00 $30,000.00Each 30,000.00SubTotal 138,250.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT 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 AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 108379 ORDERED BY TITLE CONTROLLER COMMUNITY RELATIONS 1 Civic Square Carmel, IN 46032- Nancy Heck James Crider Director Director of Administration CzTfshfzHsfdivlijobu21;28bn-Nbz42-3134 Exhibit A CzTfshfzHsfdivlijobu23;14qn-Nbz42-3134 Exhibit A CzTfshfzHsfdivlijobu23;15qn-Nbz42-3134 HWC Engineering, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109781 Contract Not To Exceed $442,700.00 SECTION 3 CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 2200 0 44-628.71 2022 Bond funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City’s behalf on all matters regarding the Services. SECTION 4 PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5 COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Four Hundred Forty Two Thousand Seven Hundred Dollars ($442,700.00) (the “Estimate”). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35) days from the date of City’s receipt of same. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City’s prior written consent. S:\\Contracts\\Departments\\ENG\\2023\\HWC Engineering, Inc. Professional Services.docx:5/31/2023 10:45 AM\] 2 HWC Engineering, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109781 Contract Not To Exceed $442,700.00 SECTION 6 TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2023, 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. SECTION 7 MISCELLANEOUS 7.1 Termination 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days’ notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional’s receipt of City’s “Notice to Cease Services.” 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. S:\\Contracts\\Departments\\ENG\\2023\\HWC Engineering, Inc. Professional Services.docx:5/31/2023 10:45 AM\] 3 HWC Engineering, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109781 Contract Not To Exceed $442,700.00 7.5 Insurance 7.5.1 Professional shall, as a condition precedent to this Agreement, purchase and thereafter maintain such insurance as will protect it and City from the claims set forth below which may arise out of or result from Professional's operations under this Agreement, whether such operations be by Professional or by its subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose acts any of them may be liable: 1) Claims under Worker's Compensation and Occupational Disease Acts, and any other employee benefits acts applicable to the performance of the work; 2) Claims for damages because of bodily injury and personal injury, including death, and; 3) Claims for damages to property. Professional's insurance shall be not less than the amounts shown below: A. Commercial General Liability (Occurrence Basis) Bodily Injury, personal injury, property damage, Contractual liability, product/completed operations Each Occurrence Limit $1,000,000.00 Damage to Rented Premises $100,000.00 each occurrence) Medical Expense Limit $5,000.00 Personal and Advertising Injury Limit $500,000.00 General Aggregate Limit $2,000,000.00 (Other than Products Completed Operations) NOTE: GENERAL AGGREGATE TO APPLY PER PROJECT Products/Completed Operations $1,000,000.00 B. Auto Liability $1,000,000.00 (combined single limit) (owned, hired & non-owned) Bodily injury & property damage $1,000,000.00 each accident C. Excess/Umbrella Liability $2,000,000 (each occurrence S:\\Contracts\\Departments\\ENG\\2023\\HWC Engineering, Inc. Professional Services.docx:5/31/2023 10:45 AM\] 4 HWC Engineering, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109781 Contract Not To Exceed $442,700.00 and aggregate) D. Worker's Compensation & Disability Statutory E. 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 F. Professional Liability Insurance. The Professional shall carry and maintain during the continuance of this Agreement, professional liability insurance in the amount of 2,000,000 for single limit claims and $3,000,000 in the aggregate. The Professional's policy of insurance shall contain prior acts coverage sufficient to cover all Services performed by the Professional for this Project. Upon City's request, Professional shall give prompt written notice to City of any and all claims made against this policy during the period in which this policy is required to be maintained pursuant to this Agreement. If the insurance is written on a claims-made basis and coverage is cancelled at any time, the Professional will obtain, at its cost, an extended reporting endorsement which provides continuing coverage for claims based upon alleged acts or omissions during the term of the Agreement until all applicable statute of limitation periods have expired. 7.5.2 Professional shall provide the City with a certificate of insurance, naming the City as an additional insured," showing such coverage then in force (but not less than the amount shown above) shall be filed with City prior to commencement of any work. These certificates shall contain a provision that the policies and the coverage afforded will not be canceled until at least thirty (30) days after written notice has been given to City. 7.5.3 Professional may, with the prior approval of the City, substitute different types of coverage for those specified if the total amount of required protection is not reduced. Professional shall be responsible for all deductibles. 7.5.4Nothing in the above provisions shall operate as or be construed as limiting the amount of liability of Professional to the above enumerated amounts. 7.6 Liens Professional shall not cause or permit the filing of any lien on any of City’s property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional’s sole cost and expense. S:\\Contracts\\Departments\\ENG\\2023\\HWC Engineering, Inc. Professional Services.docx:5/31/2023 10:45 AM\] 5 HWC Engineering, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109781 Contract Not To Exceed $442,700.00 7.7 Default In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional’s warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for 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 terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional’s performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals’ required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.10 Discrimination Prohibition Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person 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 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. This indemnification obligation shall survive the termination of this Agreement. S:\\Contracts\\Departments\\ENG\\2023\\HWC Engineering, Inc. Professional Services.docx:5/31/2023 10:45 AM\] 6 HWC Engineering, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109781 Contract Not To Exceed $442,700.00 7.11 E-Verify Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit C, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-Verify program, and ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit C. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the City’s authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-Verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven 7) days of the effective date of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty (30) days (“Cure Period”). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist. 7.12 Severability If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.13 Notice Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel City of Carmel Engineering Department Office of Corporation Counsel One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 S:\\Contracts\\Departments\\ENG\\2023\\HWC Engineering, Inc. Professional Services.docx:5/31/2023 10:45 AM\] 7 HWC Engineering, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109781 Contract Not To Exceed $442,700.00 PROFESSIONAL: HWC Engineering, Inc. rd601South3 Street Terre Haute, Indiana 47807 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.14 Effective Date The effective date (“Effective Date”) of this Agreement shall be the date on which the last of the parties hereto executes same. 7.15 Governing Law; Lawsuits This Agreement shall be governed by and construed in accordance with the laws of the State ofIndiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file 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. 7.16 Waiver Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.17 Non-Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City’s prior written consent. 7.18 Entire Agreement This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, 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 both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. S:\\Contracts\\Departments\\ENG\\2023\\HWC Engineering, Inc. Professional Services.docx:5/31/2023 10:45 AM\] 8 HWC Engineering, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109781 Contract Not To Exceed $442,700.00 7.19 Representation and Warranties Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.20 Headings All headings 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. 7.21 Advice of Counsel The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.22 Copyright City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional’s property. 7.23 Personnel Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.24 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this Agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. S:\\Contracts\\Departments\\ENG\\2023\\HWC Engineering, Inc. Professional Services.docx:5/31/2023 10:45 AM\] 9 HWC Engineering, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109781 Contract Not To Exceed $442,700.00 7.25 Accomplishment of Project Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City’s organization. 7.26 Debarment And Suspension 7.26.1 The Professional certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Professional. 7.26.2 The Professional certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Professional shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 7.27 Access to Public Records Act Professional understands and agrees that any “public record”, as that term is defined in Indiana Code 5-14-3- 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the provisions of Indiana’s Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seq., as amended. 7.28 Iran Certification Pursuant to I.C. § 5-22-16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. S:\\Contracts\\Departments\\ENG\\2023\\HWC Engineering, Inc. Professional Services.docx:5/31/2023 10:45 AM\] 10 Jamie Ford-Bowers VP, Partner 35-1780345 5/31/2023 Exhibit A EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name Jamie Ford-Bowers HWC Engineering VP, Partner 2331stMay Jamie Ford-Bowers Jamie Ford-Bowers A I'1City ®f Carmel INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. e I 1PEPURCHASEORDER UMBER FEDERAL EXC SE TAX EXEMPTO 09781 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/P CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 5/30/2023 366795 New Professional Services Agreement 6/7123 H W C ENGINEERING City Engineering's Office VENDOR 601 SOUTH 3RD ST SHIP 1 Civic Square TO Carmel, IN 46032- TERRE HAUTE, IN 47807 - Laurie Slick PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 77995 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department: 2200 Fund: 0 2022 Bond Account 44-628.71 1 Each 22-ENG-09 - W. Main Street Reconstruction - Old Meridian to $442,700.00 $442,700.00 Guilford - Design Sub Total $442,700.00 Send Invoice To: Jill Newport CrossRoad Engineers, PC 115 N. 171h Avenue!' Beech Grove, IN 46107 PR y will=1I LIT0][87=11111111110M U DEPARTMENT ACCOUNT PROJECT I PROJECT ACCOUNT I AMOUNT PAYMENT $442,700.00 SHIPPING INSTRUCTIONS AN 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 UNOSLIGATED BALANCE IN C.00 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 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO, ORDERED BY Jeremy Kashman James Crider TITLE Director Director of Administration CONTROL NO. 109781 CONTROLLER CzTfshfzHsfdivlijobu4;43qn-Nbz42-3134 RQAW Corporation Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109782 Contract Not To Exceed $344,734.00 SECTION 3 CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 2200 0 44-628.71 2022 Bond funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City’s behalf on all matters regarding the Services. SECTION 4 PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5 COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Three Hundred Forty Four Thousand Seven Hundred Thirty Four Dollars ($344,734.00) (the “Estimate”). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35) days from the date of City’s receipt of same. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City’s prior written consent. S:\\Contracts\\Departments\\ENG\\2023\\RQAW Corporation Professional Services.docx:5/31/2023 10:51 AM\] 2 RQAW Corporation Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109782 Contract Not To Exceed $344,734.00 SECTION 6 TERM Unless otherwise terminated in accordance with the termination provisions set forth inSection 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2023, 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. SECTION 7 MISCELLANEOUS 7.1 Termination 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days’ notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional’s receipt of City’s “Notice to Cease Services.” 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. S:\\Contracts\\Departments\\ENG\\2023\\RQAW Corporation Professional Services.docx:5/31/2023 10:51 AM\] 3 RQAW Corporation Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109782 Contract Not To Exceed $344,734.00 7.5 Insurance 7.5.1 Professional shall, as a condition precedent to this Agreement, purchase and thereafter maintain such insurance as will protect it and City from the claims set forth below which may arise out of or result from Professional's operations under this Agreement, whether such operations be by Professional or by its subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose acts any of them may be liable: 1) Claims under Worker's Compensation and Occupational Disease Acts, and any other employee benefits acts applicable to the performance of the work; 2) Claims for damages because of bodily injury and personal injury, including death, and; 3) Claims for damages to property. Professional's insurance shall be not less than the amounts shown below: A. Commercial General Liability (Occurrence Basis) Bodily Injury, personal injury, property damage, Contractual liability, product/completed operations Each Occurrence Limit $1,000,000.00 Damage to Rented Premises $100,000.00 each occurrence) Medical Expense Limit $5,000.00 Personal and Advertising Injury Limit $500,000.00 General Aggregate Limit $2,000,000.00 (Other than Products Completed Operations) NOTE: GENERAL AGGREGATE TO APPLY PER PROJECT Products/Completed Operations $1,000,000.00 B. Auto Liability $1,000,000.00 (combined single limit) (owned, hired & non-owned) Bodily injury & property damage $1,000,000.00 each accident C. Excess/Umbrella Liability $2,000,000 (each occurrence S:\\Contracts\\Departments\\ENG\\2023\\RQAW Corporation Professional Services.docx:5/31/2023 10:51 AM\] 4 RQAW Corporation Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109782 Contract Not To Exceed $344,734.00 and aggregate) D. Worker's Compensation & Disability Statutory E. 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 F. Professional Liability Insurance. The Professional shall carry and maintain during the continuance of this Agreement, professional liability insurance in the amount of 2,000,000 for single limit claims and $3,000,000 in the aggregate. The Professional's policy of insurance shall contain prior acts coverage sufficient to cover all Services performed by the Professional for this Project. Upon City's request, Professional shall give prompt written notice to City of any and all claims made against this policy during the period in which this policy is required to be maintained pursuant to this Agreement. If the insurance is written on a claims-made basis and coverage is cancelled at any time, the Professional will obtain, at its cost, an extended reporting endorsement which provides continuing coverage for claims based upon alleged acts or omissions during the term of the Agreement until all applicable statute of limitation periods have expired. 7.5.2 Professional shall provide the City with a certificate of insurance, naming the City as an additional insured," showing such coverage then in force (but not less than the amount shown above) shall be filed with City prior to commencement of any work. These certificates shall contain a provision that the policies and the coverage afforded will not be canceled until at least thirty (30) days after written notice has been given to City. 7.5.3 Professional may, with the prior approval of the City, substitute different types of coverage for those specified if the total amount of required protection is not reduced. Professional shall be responsible for all deductibles. 7.5.4Nothing in the above provisions shall operate as or be construed as limiting the amount of liability of Professional to the above enumerated amounts. 7.6 Liens Professional shall not cause or permit the filing of any lien on any of City’s property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional’s sole cost and expense. S:\\Contracts\\Departments\\ENG\\2023\\RQAW Corporation Professional Services.docx:5/31/2023 10:51 AM\] 5 RQAW Corporation Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109782 Contract Not To Exceed $344,734.00 7.7 Default In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional’s warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for 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 terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional’s performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals’ required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.10 Discrimination Prohibition Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person 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 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. This indemnification obligation shall survive the termination of this Agreement. S:\\Contracts\\Departments\\ENG\\2023\\RQAW Corporation Professional Services.docx:5/31/2023 10:51 AM\] 6 RQAW Corporation Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109782 Contract Not To Exceed $344,734.00 7.11 E-Verify Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit C, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-Verify program, and ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit C. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the City’s authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-Verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven 7) days of the effective date of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty (30) days (“Cure Period”). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist. 7.12 Severability If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.13 Notice Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel City of Carmel Engineering Department Office of Corporation Counsel One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 S:\\Contracts\\Departments\\ENG\\2023\\RQAW Corporation Professional Services.docx:5/31/2023 10:51 AM\] 7 RQAW Corporation Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109782 Contract Not To Exceed $344,734.00 PROFESSIONAL: RQAW Corporation 8770 North Street, Suite 110 Fishers, Indiana 46038 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.14 Effective Date The effective date (“Effective Date”) of this Agreement shall be the date on which the last of the parties hereto executes same. 7.15 Governing Law; Lawsuits This Agreement shall be governed by and construed in accordance with the laws of the State ofIndiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file 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. 7.16 Waiver Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.17 Non-Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City’s prior written consent. 7.18 Entire Agreement This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, 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 both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. S:\\Contracts\\Departments\\ENG\\2023\\RQAW Corporation Professional Services.docx:5/31/2023 10:51 AM\] 8 RQAW Corporation Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109782 Contract Not To Exceed $344,734.00 7.19 Representation and Warranties Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.20 Headings All headings 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. 7.21 Advice of Counsel The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.22 Copyright City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional’s property. 7.23 Personnel Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.24 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this Agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. S:\\Contracts\\Departments\\ENG\\2023\\RQAW Corporation Professional Services.docx:5/31/2023 10:51 AM\] 9 RQAW Corporation Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109782 Contract Not To Exceed $344,734.00 7.25 Accomplishment of Project Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City’s organization. 7.26 Debarment And Suspension 7.26.1 The Professional certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Professional. 7.26.2 The Professional certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Professional shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 7.27 Access to Public Records Act Professional understands and agrees that any “public record”, as that term is defined in Indiana Code 5-14-3- 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the provisions of Indiana’s Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seq., as amended. 7.28 Iran Certification Pursuant to I.C. § 5-22-16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. S:\\Contracts\\Departments\\ENG\\2023\\RQAW Corporation Professional Services.docx:5/31/2023 10:51 AM\] 10 Exhibit A EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name I'11/,\//` City® f Carmel INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 1 Of 1 SE OPURCHAISEoOR'EQR'OMBER JI FEDERAL EXCISE TAX EXEMPT I 9 VG ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, AIP CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO VENDOR NO, I DESCRIPTION 5/30/2023 00350023 New Professional Services Agreement 6l7/23 RQAW CORPORATION City Engineering's Office VENDOR 8770 NORTH STREET SHIP 1 Civic Square SUITE 110 TO Carmel, IN 46032- FISHERS, IN 46038 - Laurie Slick PURCHASED BLANKET CONTRACT PAYMENTTERMS FREIGHT 78005 QUANTITY UNIT OF MEASURE DESCRIPTION I UNIT PRICE EXTENSION Department: 2200 Fund: 0 2022 Bond Account: 44-628.71 1 Each 22-ENG-11 -Carmel Path — 141 st Street from West Road to $344,734.00 $344,734.00 Spring Mill Rd. - Design Sub Total $344,734.00 Send Invoice To: Jill Newport CrossRoad Engineers, PC 115 N. 17'h Avenue Beech Grove, IN 46107 PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $344,734.00 SHIPPING INSTRUCTIONS ' A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A SHIP PREPAID. PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATEO BALANCE IN C.0 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— AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO . ORDERED BY Jeremy Kashman James Crider TITLE Director Director of Administration CONTROL NO. 109782 CONTROLLER CzTfshfzHsfdivlijobu5;35qn-Nbz42-3134 Michael Rowe Chris Pope President Senior VP 35-1108415 May 31, 2023 Exhibit A CzTfshfzHsfdivlijobu5;18qn-Nbz42-3134 United Consulting Engineers, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109783 Contract Not To Exceed $261,950.00 SECTION 3 CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 2200 0 44-628.71 2022 Bond funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City’s behalf on all matters regarding the Services. SECTION 4 PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5 COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Two Hundred Sixty One Thousand Nine Hundred Fifty Dollars ($261,950.00) (the “Estimate”). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35) days from the date of City’s receipt of same. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City’s prior written consent. S:\\Contracts\\Departments\\ENG\\2023\\United Consulting Engineers, Inc. Professional Services.docx:5/31/2023 11:00 AM\] 2 United Consulting Engineers, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109783 Contract Not To Exceed $261,950.00 SECTION 6 TERM Unless otherwise terminated in accordance with the termination provisions set forth inSection 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2023, 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. SECTION 7 MISCELLANEOUS 7.1 Termination 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days’ notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional’s receipt of City’s “Notice to Cease Services.” 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. S:\\Contracts\\Departments\\ENG\\2023\\United Consulting Engineers, Inc. Professional Services.docx:5/31/2023 11:00 AM\] 3 United Consulting Engineers, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109783 Contract Not To Exceed $261,950.00 7.5 Insurance 7.5.1 Professional shall, as a condition precedent to this Agreement, purchase and thereafter maintain such insurance as will protect it and City from the claims set forth below which may arise out of or result from Professional's operations under this Agreement, whether such operations be by Professional or by its subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose acts any of them may be liable: 1) Claims under Worker's Compensation and Occupational Disease Acts, and any other employee benefits acts applicable to the performance of the work; 2) Claims for damages because of bodily injury and personal injury, including death, and; 3) Claims for damages to property. Professional's insurance shall be not less than the amounts shown below: A. Commercial General Liability (Occurrence Basis) Bodily Injury, personal injury, property damage, Contractual liability, product/completed operations Each Occurrence Limit $1,000,000.00 Damage to Rented Premises $100,000.00 each occurrence) Medical Expense Limit $5,000.00 Personal and Advertising Injury Limit $500,000.00 General Aggregate Limit $2,000,000.00 (Other than Products Completed Operations) NOTE: GENERAL AGGREGATE TO APPLY PER PROJECT Products/Completed Operations $1,000,000.00 B. Auto Liability $1,000,000.00 (combined single limit) (owned, hired & non-owned) Bodily injury & property damage $1,000,000.00 each accident C. Excess/Umbrella Liability $2,000,000 (each occurrence S:\\Contracts\\Departments\\ENG\\2023\\United Consulting Engineers, Inc. Professional Services.docx:5/31/2023 11:00 AM\] 4 United Consulting Engineers, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109783 Contract Not To Exceed $261,950.00 and aggregate) D. Worker's Compensation & Disability Statutory E. 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 F. Professional Liability Insurance. The Professional shall carry and maintain during the continuance of this Agreement, professional liability insurance in the amount of 2,000,000 for single limit claims and $3,000,000 in the aggregate. The Professional's policy of insurance shall contain prior acts coverage sufficient to cover all Services performed by the Professional for this Project. Upon City's request, Professional shall give prompt written notice to City of any and all claims made against this policy during the period in which this policy is required to be maintained pursuant to this Agreement. If the insurance is written on a claims-made basis and coverage is cancelled at any time, the Professional will obtain, at its cost, an extended reporting endorsement which provides continuing coverage for claims based upon alleged acts or omissions during the term of the Agreement until all applicable statute of limitation periods have expired. 7.5.2 Professional shall provide the City with a certificate of insurance, naming the City as an additional insured," showing such coverage then in force (but not less than the amount shown above) shall be filed with City prior to commencement of any work. These certificates shall contain a provision that the policies and the coverage afforded will not be canceled until at least thirty (30) days after written notice has been given to City. 7.5.3 Professional may, with the prior approval of the City, substitute different types of coverage for those specified if the total amount of required protection is not reduced. Professional shall be responsible for all deductibles. 7.5.4Nothing in the above provisions shall operate as or be construed as limiting the amount of liability of Professional to the above enumerated amounts. 7.6 Liens Professional shall not cause or permit the filing of any lien on any of City’s property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional’s sole cost and expense. S:\\Contracts\\Departments\\ENG\\2023\\United Consulting Engineers, Inc. Professional Services.docx:5/31/2023 11:00 AM\] 5 United Consulting Engineers, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109783 Contract Not To Exceed $261,950.00 7.7 Default In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional’s warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for 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 terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional’s performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals’ required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.10 Discrimination Prohibition Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person 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 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. This indemnification obligation shall survive the termination of this Agreement. S:\\Contracts\\Departments\\ENG\\2023\\United Consulting Engineers, Inc. Professional Services.docx:5/31/2023 11:00 AM\] 6 United Consulting Engineers, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109783 Contract Not To Exceed $261,950.00 7.11 E-Verify Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit C, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-Verify program, and ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit C. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the City’s authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-Verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven 7) days of the effective date of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty (30) days (“Cure Period”). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist. 7.12 Severability If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.13 Notice Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel City of Carmel Engineering Department Office of Corporation Counsel One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 S:\\Contracts\\Departments\\ENG\\2023\\United Consulting Engineers, Inc. Professional Services.docx:5/31/2023 11:00 AM\] 7 United Consulting Engineers, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109783 Contract Not To Exceed $261,950.00 PROFESSIONAL: United Consulting Engineers, Inc. 8440 Allison Pointe Blvd, Suite 200 Indianapolis, Indiana 46250 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.14 Effective Date The effective date (“Effective Date”) of this Agreement shall be the date on which the last of the parties hereto executes same. 7.15 Governing Law; Lawsuits This Agreement shall be governed by and construed in accordance with the laws of the State ofIndiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file 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. 7.16 Waiver Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.17 Non-Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City’s prior written consent. 7.18 Entire Agreement This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, 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 both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. S:\\Contracts\\Departments\\ENG\\2023\\United Consulting Engineers, Inc. Professional Services.docx:5/31/2023 11:00 AM\] 8 United Consulting Engineers, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109783 Contract Not To Exceed $261,950.00 7.19 Representation and Warranties Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.20 Headings All headings 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. 7.21 Advice of Counsel The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.22 Copyright City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional’s property. 7.23 Personnel Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.24 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this Agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. S:\\Contracts\\Departments\\ENG\\2023\\United Consulting Engineers, Inc. Professional Services.docx:5/31/2023 11:00 AM\] 9 Michael Rowe Chris Pope President Senior VP 35-1108415 May 31, 2023 United Consulting Engineers, Inc. Engineering Department - 2023 Appropriation #2200 0 44-628.71 2022 Bond Fund; P.O.#109783 Contract Not To Exceed $261,950.00 7.25 Accomplishment of Project Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City’s organization. 7.26 Debarment And Suspension 7.26.1 The Professional certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Professional. 7.26.2 The Professional certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Professional shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 7.27 Access to Public Records Act Professional understands and agrees that any “public record”, as that term is defined in Indiana Code 5-14-3- 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the provisions of Indiana’s Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seq., as amended. 7.28 Iran Certification Pursuant to I.C. § 5-22-16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. S:\\Contracts\\Departments\\ENG\\2023\\United Consulting Engineers, Inc. Professional Services.docx:5/31/2023 11:00 AM\] 10 Exhibit A EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name City ®f Carmen INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 Page 1 of 1 PURCHASE ORDER UMBER FEDERAL EXCISE TAX EXEMPT II 9I/ VV o ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,A)P CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELSANOANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 5/30/2023 00351256 New Professional Services Agreement 617/23 UNITED CONSULTING City Engineering's Office VENDOR 8440 ALLISON POINTE BLVD SHIP 1 Civic Square SUITE 200 TO Carmel, IN 46032- INDIANAPOLIS, IN 46250 - Laurie Slick PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 78009 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department: 2200 Fund:0 2022 Bond Account: 44-628.71 1 Each 22-ENG-10 - 111th Street Trail Extension - Monon Trail to $261,950.00 $261,950.00 Westfield Blvd - Design Sub Total $261,950.00 rq Send Invoice To: / Jill Newport CrossRoad Engineers, PC 115 N. 1 ro Avenue -..y Beech Grove, IN 46107 PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECTACCOUNT AMOUNT PAYMENT $261,950.00 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 S AN UNOBLIGATED BALANCE IN CO.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-- AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Jeremy Kashman James Crider TITLE Director Director of Administration CONTROL NO. 109783 CONTROLLER CzTfshfzHsfdivlijobu21;22bn-Nbz42-3134 All Star Paving, Inc. Street Department - 2023 Appropriation #2201 2201 43-502.01 Motor Vehicle Highway Fund; P.O. #109759 Contract Not To Exceed $268,000.00 Bid Proposal Package for “Project 23-STR-05 Path Preservation” received by the City of Carmel Board of Public Works and Safety on or about May 3, 2023, 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 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 S:\\Contracts\\Departments\\Street\\2023\\All Star Paving, Inc, Goods and Services.docx:5/22/2023 2:17 PM\] 2 All Star Paving, Inc. Street Department - 2023 Appropriation #2201 2201 43-502.01 Motor Vehicle Highway Fund; P.O. #109759 Contract Not To Exceed $268,000.00 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. 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. 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 S:\\Contracts\\Departments\\Street\\2023\\All Star Paving, Inc, Goods and Services.docx:5/22/2023 2:17 PM\] 3 All Star Paving, Inc. Street Department - 2023 Appropriation #2201 2201 43-502.01 Motor Vehicle Highway Fund; P.O. #109759 Contract Not To Exceed $268,000.00 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 itis 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 City of Carmel Street Department Office of Corporation Counsel st3400W131 Street One Civic Square Carmel, Indiana 46074 Carmel, Indiana 46032 If to Vendor: All Star Paving, Inc. 4320 N US Highway 31 Seymour, Indiana 47274 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. S:\\Contracts\\Departments\\Street\\2023\\All Star Paving, Inc, Goods and Services.docx:5/22/2023 2:17 PM\] 4 All Star Paving, Inc. Street Department - 2023 Appropriation #2201 2201 43-502.01 Motor Vehicle Highway Fund; P.O. #109759 Contract Not To Exceed $268,000.00 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, 2023 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. 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. 27. IC 5-16-13. The provisions of IC 5-16-13 are hereby incorporated into this Agreement by reference. 28. DEBARMENT AND SUSPENSION 28.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Vendor. S:\\Contracts\\Departments\\Street\\2023\\All Star Paving, Inc, Goods and Services.docx:5/22/2023 2:17 PM\] 5 All Star Paving, Inc. Street Department - 2023 Appropriation #2201 2201 43-502.01 Motor Vehicle Highway Fund; P.O. #109759 Contract Not To Exceed $268,000.00 28.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 29. IRAN CERTIFICATION. Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 29. 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. S:\\Contracts\\Departments\\Street\\2023\\All Star Paving, Inc, Goods and Services.docx:5/22/2023 2:17 PM\] 6 Exhibit A EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker’s Compensation & Disability Statutory Limits Employer’s Liability: Bodily Injury by Accident/Disease: $1,000,000 each employee Bodily Injury by Accident/Disease: $1,000,000 each accident Bodily Injury by Accident/Disease: $1,000,000 policy limit Commercial General Liability: General Aggregate Limit (other than Products/Completed Operations): $6,000,000 Products/Completed Operations: $5,000,000 Personal & Advertising Injury Each Occurrence Limit: $5,000,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Injury and Property Damage: $5,000,000 each occurrence Umbrella Excess Liability If a commercial umbrella liability policy is used to satisfy the minimum limits of liability requirements, the combined limits must equal these minimum limits of liability. 5/18/2023 ALL STAR PAVING INC SEYMOUR, IN 47274 - 109759 4320 N US HWY 31 City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION Street Department 3400 W. 131st Street Carmel, IN 46074- 317) 733-2001 376645 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 Matt Higginbotham 77711 2201Department:2201Fund:Motor Vehicle Highway FND 43-502.01Account: PathPreservation1 $268,000.00 $268,000.00Each 268,000.00SubTotal 268,000.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT 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 AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 109759 ORDERED BY TITLE CONTROLLER Street Department 3400 W. 131st Street Carmel, IN 46074- Lee Higginbotham 317) 733-2001 Commissioner CzTfshfzHsfdivlijobu22;64bn-Nbz2:-3134 CzTfshfzHsfdivlijobu4;37qn-Nbz42-3134 Diversified Logistics Training Solutions, LLC Street Department - 2023 Appropriation #2201 2201 43-570.04 Motor Vehicle Highway Fund; P.O. #109764 Contract Not To Exceed $22,500.00 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. 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. S:\\Contracts\\Departments\\Street\\2023\\Diversified Logistics Training Solutions, LLC Goods and Services.docx:5/31/2023 10:37 AM\] 2 Diversified Logistics Training Solutions, LLC Street Department - 2023 Appropriation #2201 2201 43-570.04 Motor Vehicle Highway Fund; P.O. #109764 Contract Not To Exceed $22,500.00 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-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. 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. S:\\Contracts\\Departments\\Street\\2023\\Diversified Logistics Training Solutions, LLC Goods and Services.docx:5/31/2023 10:37 AM\] 3 Diversified Logistics Training Solutions, LLC Street Department - 2023 Appropriation #2201 2201 43-570.04 Motor Vehicle Highway Fund; P.O. #109764 Contract Not To Exceed $22,500.00 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 itis 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 City of Carmel Street Department Office of Corporation Counsel st3400W. 131 Street One Civic Square Carmel, Indiana 46074 Carmel, Indiana 46032 If to Vendor: Diversified Logistics Training Solutions, LLC 4701 College Blvd, Suite 104 Leawood, Kansas 66211 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. 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 S:\\Contracts\\Departments\\Street\\2023\\Diversified Logistics Training Solutions, LLC Goods and Services.docx:5/31/2023 10:37 AM\] 4 Diversified Logistics Training Solutions, LLC Street Department - 2023 Appropriation #2201 2201 43-570.04 Motor Vehicle Highway Fund; P.O. #109764 Contract Not To Exceed $22,500.00 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, 2023 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. DEBARMENT AND SUSPENSION 26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Vendor. 26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 27. IRAN CERTIFICATION Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 28. 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. S:\\Contracts\\Departments\\Street\\2023\\Diversified Logistics Training Solutions, LLC Goods and Services.docx:5/31/2023 10:37 AM\] 5 Exhibit A aƒ Between: DLTS (Company) &Cityof Carmel ( Customer) Date: May 8, 2023DLTS will provide: 1.Entry-Level Driver Training (ELDT) Online Theory Training 2.CDL Instructors who are: a.Privately contracted with DLTS (contract available upon request) b. Professional c. Experienced d.Licensed, DOT Compliant, ELDT Compliant 3.Training Curriculum Cityof Carmelwill provide: 1.Traineeseeking CDL Licensing. 2.All equipment: a. Tractor b. Trailers 3. Fuel 4.General and Automobile Liability coveringall DLTS employees when operatingCity of Carmels equipment. Cityof Carmelwillbe responsible forschedulingthe graduated traineefor theirskills test and accompanyingthemto their respective test site. Pricing: DLTS will provideup tosix (6)daysof pre-trip, backing skills and behind the wheel training fora CDL Class Awith automatictransmission for $7,500per trainee.The traineeis requiredto complete Entry Level Driver Training (ELDT online). This price includes all travel expenses as wellasthe Entry Level Driver Training (ELDT) fee. Thereisno minimumona CDL Atraining.We will train asfew as one ( 1) trainee per training event.If Cityof Carmel requires additionalon-site training for the trainee beyond the project scope, DLTS will provide additional trainingas requested at $90 per hour. Pricingvalid for sixty (60)daysfrom the dateof this MOU. allowedto test. Note: itis understood that the training providedby DLTSis only designedforthe traineeto pass the CDL test. Additional training providedby Cityof Carmelis requiredforthe traineeto becomea safe professional Driver. Signature ____________________________Signature____________________________ Date:May 8, 2023Date:_______________________________ David M Smith President CEOCustomer name:______________________ DLTSTitle:________________________________ 4701 College BlvdCompany Name:______________________ Suite 104 Street:______________________________ Leawood KS 66211 City, StateZip code:___________________ 913)568-5873 Phone number:_______________________ Email:_______________________________ 2 EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker’s Compensation & Disability Statutory Limits Employer’s Liability: Bodily Injury by Accident/Disease: $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: $500,000 each accident Injury and property damage: $500,000 each accident Policy Limit: $500,000 Umbrella Excess Liability Each occurrence and aggregate: $500,000 Maximum deductible: $ 10,000 5/19/2023 DLTS SUITE 104 LEAWOOD, KS 66211 - 109764 4701 COLLEGE BLVD City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION Street Department 3400 W. 131st Street Carmel, IN 46074- 317) 733-2001 377232 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 Matt Higginbotham 77753 2201Department:2201Fund:Motor Vehicle Highway FND 43-570.04Account: CDL InstructionalFees3 $7,500.00 $22,500.00Each 22,500.00SubTotal 22,500.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT 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 AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 109764 ORDERED BY TITLE CONTROLLER Street Department 3400 W. 131st Street Carmel, IN 46074- Lee Higginbotham 317) 733-2001 Commissioner CzTfshfzHsfdivlijobu3;38qn-Nbz27-3134 Exhibit A City of Carmel Street Department Quote Request- 2023 Main St Fountain Fountain and Light Replacement at 4th Ave and Main St The City of Carmel Street Department is requesting pricing for the purchase and installation of a 3-tiered replacement fountain, including replacement lighting. Please price to match the previous fountain, pictured below. The fountain specifications are as follows: Fountain Size: Top Tier: 26” diameter Middle Tier: 4’ diameter Lower Tier: 8’ diameter Height: Approximately 13’ (from base of pedestal to top of fountain nozzle) Fountain material: Cast aluminum Fountain previously ordered from: The Fountain People Contractor must: Purchase and install new cast aluminum fountain, with finish color as black Purchase and install new interconnecting plumbing Purchase and install new lighting system and program- see approved item list below Provide traffic control during approved times Test water and lighting effects Required Lighting: Item: Aqua Drum SO-AQP-261-BKQN Acclaim Fountain Light Quantity: 10 Previously damaged fountain will be temporarily reinstalled at project location. Street Department will work with Contractor to have this removed in-house before Contractor begins project. Contractor does not need to dispose of previous fountain. Any equivalent variation of brand must be pre-approved by Street Department Staff. Contractor must note in quote the estimated arrival for fountain and timeline for completion of all work. Please return all quotes via email to Crystal Edmondson at cedmondson@carmel.in.gov by 12pm EST, Monday May 15th, 2023. Any questions for this project can be directed to Nathan Morris at nmorris@carmel.in.gov or call the Carmel Street Department at 317-733-2001. Photos of Previous Fountain: 5/15/2023 SMOCK FANSLER CORP INDIANAPOLIS, IN 46241 - 109749 2910 W MINNESOTA ST City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION Street Department 3400 W. 131st Street Carmel, IN 46074- 317) 733-2001 00350511 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 Matt Higginbotham 77611 2201Department:2201Fund:Motor Vehicle Highway FND 43-509.00Account: 4th / Main Fountain & LightRepair1 $111,912.00 $111,912.00Each 111,912.00SubTotal 111,912.00 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT 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 AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 109749 ORDERED BY TITLE CONTROLLER Street Department 3400 W. 131st Street Carmel, IN 46074- Lee Higginbotham 317) 733-2001 Commissioner CzTfshfzHsfdivlijobu2;39qn-Nbz33-3134 Approved and Adopted this ______ day of __________________, 20______. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: _____________________________________ Mary Ann Burke, Member Date: _____________________________________ Lori S. Watson, Member Date: _____________________________________ ATTEST: SueWolfgang, Clerk Date: _____________________________________ CzTfshfzHsfdivlijobu21;32bn-Nbz42-3134 d) Emergencies. If Operator becomes aware of any circumstance or situation relating to the Facility that, in the reasonable opinion of Operator, poses an imminent threat to the safety or protection of persons or property (including but not limited to the Facility), it may take action in an effort to prevent or to mitigate any damage, injury or loss arising therefrom and shall promptly notify Owner of any such circumstance orsituation (and the actions taken by Operator in response thereto, if any). Any such reasonable actions taken by Operator shall be considered Additional System Services approved by Owner inaccordance with Section 1.2(c) above. e) Changes Related to Applicable Laws or Utility Requirements. If achange in any laws, ordinances, rules, regulations, permits, or orders of governmental authorities, orin any rules, regulations or requirements of any utility, requires a modification to the O&M Services, including additions thereto, Operator shall submit to Owner awritten request to modify the O&M Services as reasonably required to respond to such achange and its impact on the O&M Services or the Facility. Exhibit B hereto shall be modified to add such services to the Additional System Services and the Service Fees shall be equitably adjusted to account for such Additional System Services as mutually agreed upon by the Parties; such approval shall not be unreasonably withheld, delayed or conditioned by either Party. f) Force Majeure Events. If a Force Majeure Event (asdefined in Section 3.3below) requires amodification to the O&M Services, including additions thereto, Operator shall submit to Owner awritten request to modify the O&M Services as reasonably required to respond to such aForce Majeure Event and its impact on the O&M Services or the Facility. Exhibit B hereto shall be modified to add such services to the Additional System Services and the Service Fees shall be equitably adjusted to account for such Additional System Services as mutually agreed upon by the Parties; such approval shall not be unreasonably withheld, delayed or conditioned by either Party. g) Facility Warranties. For clarity, Operator makes no representations orwarranties ofany nature or type regarding the solar arrays and related equipment and infrastructure at the Facility or regarding operation ofthe Facility under this Agreement (including without limitation the amount of electrical power to be generated by the Facility or the amount of “uptime/downtime” of the Facility). However, to the extent consistent with Good Industry Practice, Operator will use commercially reasonable efforts to perform its O&M Services inamanner that preserves any warranties applicable to the Facility (including any warranties provided by Operator or its affiliates under any separate agreements with Owner related to the development of the Facility or provided by third party manufacturers of the solar arrays or related equipment and infrastructure at the Facility). OPERATOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE O&M SERVICES OR THE FACILITY, AND ANY OTHER WARRANTIES (INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) ARE EXPRESSLY DISCLAIMED BY OPERATOR TO THE FULLEST EXTENT PERMITTED BY LAW. Without limiting the foregoing, in no event will Operator be responsible for any acts, omissions, damages or defects related to the Facility (including in the O&M Services) to the extent arising out of the negligent acts or omissions ormisconduct ofOwner orits separate contractors, consultants orvendors. h) Title. Title to all tangible parts and equipment supplied under or pursuant to this Agreement shall transfer to Owner upon payment by Owner to Operator of the Service Fees covering such deliverables utilized at the Facility. For clarity, Operator shall retain all rights, title and interest in its intellectual property utilized in for the performance of this Agreement (including without limitation its means and methods of performing the O&MServices and its templates related thereto and, if utilized at the Facility, its SolView asset management platform and related user interfaces), including patents, copyrights and trademarks therein. i) Facility Annual Reports. Throughout the Term, Operator shall furnish to Owner, in Operator’sthen current standard format, annual maintenance/inspection reports for the Facility (“Annual Report”) for the twelve-month period ending on the date that one year following the Effective Date and at the end of each subsequent one year period thereafter. Each Annual Report shall include the following: i) A summary of Facility operations, including the O&M Services performed; ii) A summary of the solar conditions at the Facility and of Facility power production data; iii) Copies of all facility inspection reports generated by Operator as a part of the performance of the O&M Services; iv) Additional System Services proposed by Operator in accordance with Section 1.2(c) above for the following year of the Term; and v) Such other information as may be agreed upon by the Parties related to the Facility orthe O&M Services. Section 1.3 Documentation of O&M Services. In addition the Annual Reports, to the extent consistent with Page2of _____ Good Industry Practice, Operator will maintain usual and customary logs of the performance of the O&M Services during the Term. A copy of such log shall be maintained at the Facility (in electronic format or otherwise) and shall be available to Owner for review promptly upon request. At the end of the Term, acopy of such logs will be provided to Owner with the final Annual Report. Section 1.4 Remote Monitoring of Facility. For purposes ofdetermining when certain O&M Services may be necessary, Operator shall reasonably monitor and evaluate the information gathered through remote monitoring ofthe operation of the Facility. Owner shall ensure that Operator has uninterrupted access toall such data and information related to the Facility (including Owner maintenance of power and communication services related tosuch Facility monitoring systems). Section 1.5 Costs and Expenses of O&M Services. Except as specifically provided to the contrary in this Agreement, during the Term, Operator shall bear all costs and expenses for the performance of the O&M Services, including travel and personnel expenses. The responsibility of Owner with respect to such costs and expenses is limited to thepayment of the Service Fees, except as otherwise specifically provided in this Agreement. Section 1.6 Operator Insurance. Operator shall atall times throughout the Term maintain in force, or cause to be carried and maintained in force by the applicable subcontractors or vendors, insurance meeting the following requirements: a) Usual and customary commercial general liability insurance with policy limits of not less than $1,000,000 for each occurrence and $2,000,000 in the aggregate for bodily injury and tangible property damage and including Owner as an additional insured (utilizing standard additional insured endorsement forms) for claims caused by Operator’snegligent acts or omissions. b) Usual and customary automobile liability insurance covering any vehicles used in the performance of the O&M Services, if any, with policy limits ofnot less than $1,000,000 per accident for bodily injury and tangible property damage. c) Worker’s compensation insurance as required by applicable law and usual and customary employer’s liability insurance with policy limits not less than $1,000,000 each accident, $1,000,000 each employee, and $1,000,000 policy limit. d) If the O&M Services include any professional engineering services, usual and customary professional liability insurance provided by the applicable subcontractor covering negligent acts, errors and omissions in the performance of such professional services including in the O&M Services with policy limits of not less than $1,000,000 per claim and 2,000,000 in the aggregate. Operator shall provide usual and customary certificate of insurance evidencing the coverages required under this Section 1.6 promptly following the Effective Date and thereafter asmay be reasonably requested by Owner. Section 1.7 Operator’sIndemnity Obligation. To the fullest extent permitted by law, Operator shall indemnify and hold harmless Owner from any actual damages, losses or expenses (including reasonable attorneys’ fees) resulting from athird party claim for bodily injury (including death) or damage to tangible property (excluding the Facility itself or other property insured by Owner in accordance with Section 1.8(f) below), but only tothe extent resulting from the negligent acts or omissions of Operator (or its agents, employees, subcontractors and vendors) inthe performance of the O&M Services. Section 1.8 General Obligations of Owner. a) Right to Access. Operator, and its agents, employees, subcontractors and vendors, shall have the right to access the Facility at all times in order to provide scheduled or unscheduled O&M Services and to perform related monitoring and other tasks. Subject to the foregoing, Owner shall maintain possession, custody and control of the Facility including without limitation the solar arrays and related equipment and infrastructure) and may institute reasonable and usual and customary rules regarding access to the Facility (such as health and safety requirements that do not unreasonably interfere with Operator’sability to perform the O&M Services in accordance with Good Industry Practice). In the event that Operator determines that additional easements, rights of way or the like are necessary for the performance of the O&M Services, Owner will use commercially reasonable efforts to secure the same. For clarity, nothing in this Agreement, nor the performance of the O&M Services, shall cause risk of loss or damage to the Facility (including without limitation the Page3of _____ solar arrays and related equipment and infrastructure) to be transferred from Owner to Operator. Owner shall maintain physical security to protect the Facility, including complying with any critical infrastructure protection requirements, and will ensure that the Facility solar arrays have proper unobstructed access to sunlight b) Permits and Utility Connections. Owner shall comply with, and shall cause the Facility to comply with, all laws, ordinances, rules, regulations, permits, and orders of governmental authorities applicable tothe Facility (including securing and maintaining all permits and approvals necessary for the operation of the Facility). Owner also shall comply with, and shall cause the Facility to comply with, all rules, regulations and requirements ofany utility providing services to, or receiving energy from, the Facility (including securing and maintaining all interconnection agreements necessary for the operation of the Facility). c) Data Communication. Owner shall supply and maintain one data communication connection dedicated to, and reasonably appropriate for, Operator’sremote monitoring of the Facility in accordance with Section 1.4. d) Storage Areas. Owner shall supply and maintain at the Facility a secure area for Operator’suse in connection with the performance of the O&M Services, including the storage of parts, tools, supplies, equipment, documentation and electronic hardware and software. e) Duty to Cooperate. Owner shall cooperate with Operator in taking all actions reasonably requested by Operator with respect to the O&M Services, including scheduling downtime of the Facility for required maintenance and utilizing commercially reasonable efforts to ensure that parties with whom Owner has agreements or relationships related tothe Facility are available and able to perform as contemplated in this Agreement. Owner will not make any material modifications to the Facility without prior written notice to Operator and an appropriate adjustment to the O&M Services in accordance with Section 1.2(b) above. Owner will provide all data, information and documentation related to the Facility as may be reasonably requested by Operator with respect to the O&M Services (including without limitation design documents and operation and maintenance manuals related to the solar arrays and related equipment and infrastructure at the Facility). Owner shall provide prompt written notice to Operator of any material issues or concern related to the O&M Services or the operation of the Facility. f) Insurance and Waiver of Subrogation. Without limiting any of the obligations or liabilities of Owner, Owner shall at all times throughout the Term carry and maintain in force, at its own expense, all-risk property insurance on the Facility sufficient tocover the total value thereof on areplacement cost basis plus damages arising from loss of use of the Facility (or the inability to conduct normal operations with respect thereto). Owner will be responsible for all deductibles and self-insured retention amounts related to policies, and Owner (and its separate contractors and consultants) waives all rights against Operator and its subcontractors, agents, employees, consultants for damages caused by fire or other causes of loss to the Facility, including loss of use thereof. Owner’spolicies of insurance shall not prohibit this waiver of subrogation, and such waiver shall be effective as to aperson or entity even though that person or entity would otherwise have aduty of indemnification, contractual or otherwise, did not pay the insurance premium (directly or indirectly), and whether or not the person orentity had an insurable interest in the property damaged. g) Owner’sIndemnity Obligation. To the fullest extent permitted by law, Owner shall indemnify and hold harmless Operator (and its agents, employees, subcontractors and vendors) from any actual damages, losses or expenses including reasonable attorneys’ fees) resulting from athird party claim for bodily injury (including death) or damage to tangible property (including the Facility itself), but only tothe extent resulting from the negligent acts or omissions of Owner (or its separate contractors, consultants orvendors) related to the Facility or the O&M Services. Without limiting the foregoing, Owner’sobligations under this Section 1.8(g) includes damages arising from defects inthe Facility or the improper use of the solar arrays and related equipment and infrastructure at the Facility by anyone other than Operator (or its agents, employees, subcontractors and vendors). Section 1.9 Party Representatives. a) Owner’sRepresentative. Owner designates the person identified below Owner’ssignature acknowledging its acceptance of this Agreement as Owner’s Representative for all matters relating to Owner’s performance under this Agreement. The actions taken by Owner’s Representative regarding such performance shall be deemed the acts of Owner and shall be fully binding upon Owner. Owner may, upon written notice to Operator, change the designated Owner’s Representative to such other person as is reasonably acceptable to Operator. b) Operator’s Representative. Operator designates the person identified below Operator’ssignature acknowledging its acceptance of this Agreement as Operator Representative for all matters relating to Operator’s performance under this Agreement. The actions taken by Operator’s Representative shall be deemed the acts of Operator Page4of _____ and shall be fully binding upon Operator. Operator may, upon written notice to Owner, change the designated Operator’s Representative to such other Person as is reasonable acceptable to Owner. ARTICLE 2. SERVICE FEES Section 2.1 InGeneral. As compensation for provision of the O&M Services by Operator (including the Standard System Services and the Additional System Services), Owner shall pay Operator the amounts set forth in Exhibit Cattached hereto for each year during the Term, which shall be paid in monthly on the first business day of each month (all such fees, collectively, the “Service Fees”). Operator shall not be required to submit invoices to Owner for such Service Fees. Section 2.2 Late Payments. Interest on any payments due from Owner to Operator not received on the date required by this Agreement shall bear interest atthe rate of 1% per month (or such lesser amount required by applicable law) until received by Operator. With prior written notice to Owner, Operator shall be entitled to suspend its performance of the O&M Services at Owner’srisk in the event of any Service Fees due from Owner are not received by Operator on the date required by this Agreement. Operator shall be entitled to recover from Owner all costs of collection (including reasonable attorneys’ fees) incurred in recovering past due payment from Owner. ARTICLE 3. — TERM AND LIMITATIONS OF LIABILITY Section 3.1 Term. a) Subject to extensions or earlier termination as provided by this Agreement, the term of this Agreement Term”) during which Operator will provided O&M Services for the Facility is set forth in Exhibit C. b) The Parties may agree at any time to extend the Term for one or more additional years by stating the amended Term and the corresponding adjustments to the Service Fees and other provisions of Exhibit C in awritten amendment to this Agreement executed by both Owner and Operator. c) With 90 days’ prior written notice to Owner, Operator may elect to terminate this Agreement prior to the expiration ofthe Term, including without limitation in the event that any Force Majeure Event prohibits Operator from performing the O&M Services during such 90 day period. In such event, Operator will use commercially reasonable efforts toprovide to Owner such documentation and information as may be necessary for Owner to secure the O&M Services from athird party. d) If aParty has failed to comply with any of its material obligations under this Agreement (including without limitation Owner’sobligation to make full and timely payment of the Service Fees), the other Party may elect to terminate this Agreement prior to the expiration of the Term by providing 30 days’ prior written notice to the defaulting Party (unless such default is cured within such 30 day period). In the event of such atermination for Operator’sdefault, Operator will use commercially reasonable efforts to provide to Owner such documentation and information as may be necessary for Owner to secure the O&M Services from athird party. e) Operator’sright to receive aproportional amount of the Service Fees that have accrued up to the date of termination shall not be reduced or eliminated to due to any termination of this Agreement prior to the expiration of the Term. Section 3.2 Limitations of Liability. a) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR TYPE ARISING OUT OF OR RELATED TO PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS (EXCEPT WITH RESPECT TO OPERATOR’S RIGHT TO RECEIVE THE SERVICE FEES), TAX CREDITS, POWER PRODUCTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OF THE FACILITY, OR BUSINESS INTERRUPTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT FOR OPERATOR’S INDEMNIFICATION OBLIGATIONS IN SECTION 1.7, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY OF OPERATOR UNDER THIS AGREEMENT (WHETHER BASED ON NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF OPERATOR OF ITS Page5of _____ OBLIGATIONS UNDER THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE SERVICE FEES RECEIVED BY OPERATOR FROM OWNER UNDER THIS AGREEMENT. Section 3.3 Force Majeure Events. Neither Party shall be considered to be in default of its obligations under this Agreement (except the obligations for the payment of money) when and to the extent that performance of such obligations is prevented byany event or circumstance beyond the reasonable control of such Party (“Force Majeure Event”), including without limitation failure or interruption of autility’sproduction, delivery or acceptance ofelectrical power; unusual adverse weather conditions, earthquakes, tornados, hurricanes, floods, extreme wind, hail, lightening, or other acts ofGod; war (declared or undeclared); vandalism, theft, or other criminal acts of third parties; acts of animals; civil unrest or disturbance; terrorism; economic sanction orembargo; labor disruptions, strikes, work stoppages, orlockouts; fires or explosions; acts or failures to act of governmental authorities (including public health and safety orders); pandemics, epidemics or other emergencies; unusual delays in shipping or delivery; or unavailability or restricted availability on commercially reasonably terms of parts, tools, supplies, equipment, documentation or other items necessary for performance of the O&M Services. Ifeither Party shall rely on the occurrence ofa Force Majeure Event asa basis for being excused from the performance of its obligations under this Agreement, inwhole or inpart, then such Party shall provide prompt written notice to the other Party of the occurrence of the Force Majeure Event giving an estimation of its expected duration and the probable impact on the performance of its obligations hereunder. The Parties shall use commercially reasonable efforts to mitigate or limit the adverse impacts of any Force Majeure Event. ARTICLE 4. MISCELLANEOUS Section 4.1 Hazardous Materials. Operator shall not be responsible for any hazardous materials or substances that may be located at or near the Facility (including without limitation asbestos, lead-based paint, polychlorinated biphenyl, or other chemical, pollutant, waste or toxic substance the storage, use, handling, disposal, or release of which, or exposure to, is restricted orregulated by any governmental authorities (“Hazardous Materials”). To the fullest extent permitted by law, Owner shall defend, indemnify and hold harmless Operator (and its agents, employees, subcontractors and vendors) from any claims, damages, costs orexpenses (including reasonable attorneys’ fees) arising out of or related to any Hazardous Materials at ornear the Facility, including without limitation those related to the exposure of Operator’spersonnel thereto or the remediation thereof. Section 4.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its choice oflaw or conflict of laws provisions. Section 4.3 Amendments. No amendment to this Agreement shall be binding on the Parties unless set out in writing and signed by authorized representatives ofeach ofthe Parties. Section 4.4 No Waiver. No provision of this Agreement shall be considered waived by either Party except when such waiver is made in writing executed by the Party so waiving and except as otherwise specifically provided by this Agreement. The failure of either Party to insist, on one or more occasions, upon strict performance of any of the provisions of this Agreement or to take advantage of its rights hereunder or the delay or failure in exercising totally or partially any right or remedy under this Agreement, shall not be construed as awaiver of any such provisions or the relinquishment of any such rights or any other rights for the future, but the same shall continue and remain infull force and effect. Section 4.5 Successors and Assigns. Neither Party shall be entitled to assign this Agreement or any of its rights or obligations under this Agreement, nor shall it enter into any transaction as aresult of which it may transfer, assign, charge or dispose by any title of any of those rights and obligations, without the prior written consent of the other Party, which shall not be unreasonably withheld, delayed or conditioned. However, either Party shall be entitled to assign its right, obligation, title and interest in and to this Agreement to any of its affiliates or in connection with amerger or acquisition of the Party so long as such Party’sassignee shall agree to be bound by the terms and conditions hereof. In addition, Operator shall be entitled to retain subcontractors and other vendors to provide any portion of the O&M Services as provided in Section 1.2 without the consent of Owner. Section 4.6 Representations and Warranties. a) Representations and Warranties of Owner. Owner possesses all requisite power and authority to enter into and perform this Agreement and to carry out the transactions contemplated herein. Owner’sexecution, delivery and performance of this Agreement have been duly authorized and this Agreement has been duly executed and delivered and constitutes Owner’slegal, valid and binding obligation, enforceable against Owner in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other legal principles Page6of _____ pertaining to creditor’srights. Except as otherwise contemplated herein, no material consent or approvals are required inconnection with the execution, delivery and performance by Owner ofthis Agreement (except such consents and approvals obtained by Owner prior tothe Effective Date). b) Representations and Warranties of Operator. Operator possesses all requisite power and authority to enter into and perform this Agreement and to carry out the transactions contemplated herein. Operator’sexecution, delivery and performance of this Agreement have been duly authorized and this Agreement has been duly executed and delivered and constitutes Operator’slegal, valid and binding obligation, enforceable against Operator in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other legal principles pertaining to creditor’srights. Except as otherwise contemplated herein, no material consent or approvals are required inconnection with the execution, delivery and performance by Operator of this Agreement (except such consents and approvals obtained by Operator prior to the Effective Date). Section 4.7 Additional Documents and Acts. Each Party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated by this Agreement. Provisions of this Agreement that should reasonably be considered to survive the Term or termination of this Agreement, including provisions related to indemnification, will survive the Term or termination of this Agreement. Section 4.8 Independent Contractors. The Parties acknowledge that, save as expressly set out in this Agreement to the contrary, each Party is entering into this Agreement as an independent contractor and nothing in this Agreement shall be interpreted or applied so asto make the relationship of any of the Parties that of partners, joint ventures or anything other than independent contractors. The Parties acknowledge and agree that there are no third party beneficiaries tothis Agreement. Section 4.9 Notices. Any notice, request, demand or other communication required or permitted under this Agreement, shall be deemed to be properly given by the sender and received by the addressee if made in writing and (a) if personally delivered; (b) the following business day after deposit with areputable next-day courier service; or (c) if sent by facsimile or electronic mail with confirmation. Notices shall be addressed as set forth below the Parties’ signatures acknowledging their respective acceptable of this Agreement. Section 4.10 Dispute Resolution. Good Faith Negotiations. Inthe event that any question, dispute, difference orclaim arises outofor isin connection with this Agreement, including any question regarding its existence, validity, performance or termination (a Dispute”), which either Party has notified to the other, senior management personnel from both Operator and Owner shall meet and diligently attempt in good faith to resolve the Dispute for aperiod of 30 days following one Party’swritten request to the other Party for such ameeting. If, however, either Party refuses or fails to so meet, or the Dispute is not resolved by negotiation, the provisions of Section 4.10(b) shall apply. Section 4.11 Interpretation and Joint Drafting. The Parties expressly agree that this Agreement was jointly drafted and that each had the opportunity to negotiate its terms and to obtain the assistance of counsel in reviewing its terms prior to execution. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against any of the Parties. In the event any claim ismade by any Party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of aparticular Party or counsel for any particular Party. Section 4.12 Confidentiality. If either Party provides confidential or proprietary information related to this Agreement, the Facility or the O&M Services (“Confidential Information”) to the other Party or, if inthe course of performing under this Agreement or negotiating this Agreement, aParty learns Confidential Information ofthe other Party, the receiving or learning Party shall, tothe fullest extent permitted by law, protect the Confidential Information from disclosure tothird parties with the same degree of care accorded its own confidential and proprietary information, and except as permitted in writing by the disclosing or owning Party) refrain from using such Confidential Information, except in the negotiation, performance, and enforcement of this Agreement. Section 4.13 Complete Agreement. This Agreement, including all attached Exhibits, which may be modified from time to time as determined by mutual written agreement of the Parties, and which are incorporated herein by this reference, constitutes the entire agreement ofthe Parties regarding its subject matter and supersedes all prior proposals, agreements, or other communications between the Parties, oral or written. Page7of _____ Section 4.14 Severability. If any provision of this Agreement is found unenforceable or invalid, such provision shall not be read to render this Agreement unenforceable or invalid as awhole. In such event, such provision shall be rectified or interpreted so as to best accomplish its objectives within the limits of applicable law. Section 4.15 Multiple Counterparts; Execution. This Agreement and any amendments of this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The person executing this Agreement warrants that he orshe isduly authorized to do so on behalf of the applicable Party. Section 4.16 Non-Discrimination. Operator 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 the City of Carmel prohibiting discrimination against any employee, applicant for employment orother person in the provision ofall O&M services provided under this Agreement with respect totheir 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. Section 4.17 E-Verify. Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time totime, and as isincorporated herein by this reference (the “Indiana E-Verify Law”), Operator 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 hereto 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, Operator shall provide the Owner with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Operator 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 Operator or any subcontractor violate the Indiana E-Verify law, the Owner may require acure 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 ofthis paragraph shall not apply should the E-Verify program cease to exist. Section 4.18 Debarment and Suspension. a) Operator certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency orby any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has acritical influence on or substantive control over the operations of Operator. b) Operator certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of asuspended or debarred subcontractor. Operator shall immediately notify the Owner if any subcontractor becomes debarred or suspended, and shall, at the Owner’s request, take all steps required by the Owner to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. Section 4.19 Iran Certification. Pursuant to I.C. § 5-22-16.5, Operator certifies that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. Page8of _____ IN WITNESS WHEREOF, this Agreement hasbeen executed and delivered by the duly authorized representatives ofOwner and Operator tohave an Effective Date of \[____________________\]. CITY OF CARMEL, INDIANA Operator: By and through its Board of Public Works and Safety Solential Energy Solutions LLC, an Indiana limited liability company\] BY: By: James Brainard, Presiding Officer Date: James R. Shaw Mary Ann Burke, Member Date: Its: ___President___________________________ Address: \[Attention: Jim Shaw, President and CEO\] Lori S. Watson, Member Date: 13277 North Illinois Street, Suite 110\] Carmel, Indiana 46032\] ATTEST: Sue Wolfgang, Clerk Date: Owner’sRepresentative: John Duffy Operator’s Representative: Ethan Shaw Phone: 317-571-2451 Phone: (317) 504-3656 Email: jduffy@carmel.in.gov Email: eshaw@solential.com Page 9 of _____ EXHIBIT A SYSTEM SERVICES Standard System Services. Subject to the terms and conditions set forth in this Agreement, Owner elects to receive, and Operator agrees to provide, the Standard System Services at the levels indicated below: 1. Ground Maintenance: a) Operator will mow grass and weeds atthe Facility areas under and immediately adjacent to the solar arrays on aregular basis, on atime and material basis when approved by the customer. b) Operator will spray grass and weeds at the Facility areas under and immediately adjacent to the solar arrays, on atime and material basis when approved by the customer. 2. Ground Inspections: a) Operator will visually inspect the Facility areas immediately surrounding the solar arrays such as fencing, roof conditions, and drainage systems) on aregular basis (no less than and will report any material issues discovered by Operator to Owner promptly b) Operator will visually inspect all code-required signage for the Facility solar arrays on a regular basis (no less than _______________) and will report any material issues discovered by Operator to Owner promptly 3. Annual Inspections: a) Operator will visually inspect the inverters, modules, racking, panel boxes and wiring for the Facility solar arrays no less than once per year and will report any material issues discovered by Operator to Owner promptly b) Operator will check that all solar panels are tightened in material compliance with the manufacturer’storque specifications no less than once per year and will report any material issues discovered by Operator toOwner promptly c) Operator will perform usual and customary breaker safety tests in an effort to verify functionality in accordance with Good Industry Practice no less than once per year and will report any material issues discovered by Operator to Owner promptly d) Operator will perform usual and customary inverter diagnostic tests in an effort to verify functionality in accordance with Good Industry Practice no less than once per year and will report any material issues discovered by Operator to Owner promptly 4. Operator will make reasonably available toOwner real-time performance monitoring of the Facility solar system via Operator’sSolView asset management platform (provided as a Software as a Service – SaaS – part of the O&M Services), including historical data (e.g., energy, power, environment, and weather) in reports, graphs and alarms. Operator will also provide Annual Reports and logs of O&M Services as required by the Agreement. 5. Operator will be available by telephone (_______________ local time at the Facility, Monday – Friday) at the following number ____________________ to receive notifications related to the operation ofthe Facility from Owner orothers. 6. Operator will provide reasonable and usual and customary troubleshooting and diagnostics services requested by Owner related to the operation of the Facility. Operator also will provide reasonable and usual and customary Owner advocacy by providing assistance in coordinating service visits and warranty support from all Facility equipment suppliers. (For clarity, Operator isnot responsible for performing such warranty service or for repairing or replacing the solar arrays and related equipment and infrastructure at the Facility.) 7. _____________________________________________________________________________ 8. _____________________________________________________________________________ 9. _____________________________________________________________________________ 10. _____________________________________________________________________________ EXHIBIT B ADDITIONAL SERVICES Additional System Services. In addition to the Standard System Services listed in Exhibit A, subject to the terms and conditions set forth in this Agreement, Owner elects to receive, and Operator agrees to provide, the Additional System Services at the levels indicated below: 1. Spare Parts: ______________________________________________________________________ 2. Warranty Support Services: _________________________________________________________ 3. Calibration of Meters: ______________________________________________________________ 4. ________________________________________________________________________________ 5. ________________________________________________________________________________ EXHIBIT C SERVICE FEES AND TERM OF AGREEMENT Facility: Water Plant # 1, consisting of a689.85kW Solar Array and related components located at 4915 E. th106 Street, Carmel, IN 46033 and Hazel Dell Pumping Station, consisting of a407.34kW Solar Array and related components located at 10575 Hazel Dell Parkway, Carmel, IN 46033. 1. Subject to adjustments made inaccordance with the terms and conditions set forth inthis Agreement, Owner shall pay toOperator the following Service Fees for the Standard System Services: Term Year 1 $18,000/year @ $1,500/month Term Year 2 $18,630/year @ $1,552.50/month Term Year 3 $19,282/year @ $1,606.83/month Term Year 4 $19,957/year @ $1,663.08/month Term Year 5 $20,655/year @ $1,721.25/month Unless other agreed by the Parties, the Service Fees for the Standard System Services that may be provided by Operator after the end of the Term will be equal to such Service Fees in effect for the previous year ofthe Term plus 3.5%. 2. Subject to adjustments made inaccordance with the terms and conditions set forth inthis Agreement, Owner shall pay to Operator the following Service Fees for the Additional System Services: Term Year 1 \[$____________/year @ $__________/month\] Term Year 2 \[$____________/year @ $__________/month\] Term Year 3 \[$____________/year @ $__________/month\] Term Year 4 \[$____________/year @ $__________/month\] Term Year 5 \[$____________/year @ $__________/month\] Unless other agreed by the Parties, the Service Fees for the Additional System Services that may be provided by Operator after the end of the Term will be equal to such Service Fees in effect for the previous year ofthe Term plus 3.5%. 3. Reimbursable Expenses: __________________________________________________________ 4. ________________________________________________________________________________ 5. ________________________________________________________________________________ stTheTermofthisshallcommenceonApril1, 2023 and shall terminate \[five\] years thereafter, subject to extensions or earlier termination as provided by this Agreement. EXHIBITD AFFIDAVIT James R. Shaw_________________________________, being first duly sworn, deposes and says that he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this matter, could testify as follows: 1. Iam over eighteen (18) years of age and am competent to testify to the facts contained herein. 2. Iam now and at all times relevant herein have been employed by Solential Energy Solutions, LLC (the “Employer”) in the position of ___President___________________________________. 3. Iam familiar with the employment policies, practices, and procedures ofthe 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 SAYETH NOT. EXECUTED on the 23rd_day of May, 2023. Printed: __James R. Shaw______________ Icertify 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: __James R. Shaw______________ Clerk 5-31-23 BPW 6-7-23 Reviewed/Approved Via Email CPD Horner 5-15-23 STREET Privett 5-15-23 CFD Heavner 5-15-23 ENG Kirsh 5-22-23 CRED Brewer 5-17-23 Clerk 5-31-23 BPW 6-7-23 Reviewed/Approved Via Email CPD Horner 5-15-23 STREET Privett 5-15-23 CFD Heavner 5-15-23 ENG Kirsh 5-22-23 CRED Brewer 5-17-23 Clerk 5-31-23 BPW 6-7-23 Reviewed/Approved Via Email CPD Horner 5-17-23 STREET Privett 5-17-23 CFD Heavner 5-17-23 ENG Kirsh 5-17-23 CRED Brewer 5-17-23 Clerk 5-31-23 BPW 6-7-23 Revie/Approved Via Email CPD Horner 5-18-23 ENG Kirsh 5-22-23 CFD Heavner 5-18-23 CRED Brewer 5-18-23 STREET Privett 5-18-23 Clerk 5-31-23 BPW 6-7-23 Reviewed/Approved Via Email CPD Horner 5-25-23 STREET Privett 5-25-23 CFD Heavner 5-25-23 ENG Kirsh 5-25-23 CRED Brewer 5-25-23 RETRO-RATIFICATION - Mayor Approved 5-26-23 See email. Clerk 5-31-23 BPW 6-7-23 Reviewed/Approved Via Email CPD Horner 5-15-23 STREET Privett 5-15-23 CFD Heavner 5-15-23 ENG Kirsh 5-22-23 CRED Brewer 5-17-23 CITY CENTER Jimia 5-15-23 8/29/23 Clerk 5-31-23 BPW 6-7-23 Reviewed/Approved Via Email CPD Horner 5-15-23 STREET Privett 5-15-23 CFD Heavner 5-15-23 ENG Kirsh 5-22-23 CRED Brewer 5-17-23 --- PM Clerk 5-31-23 BPW 6-7-23 Reviewed/Approved Via Email CPD Horner 5-15-23 STREET Privett 5-15-23 CFD Heavner 5-15-23 ENG Kirsh 5-22-23 CRED Brewer 5-17-23 Clerk 5-31-23 BPW 6-3-23 RETRO-RATIFICTION Mayor approved 5-11-23 Clerk 5-31-23 BPW 6-7-23 Reviewed/Approved Via Email CPD Horner 5-22-23 STREET Privett 5-23-23 CFD Heavner 5-22-23 ENG Kirsh 5-22-23 CRED Brewer 5-22-23 Clerk 5-31-23 BPW 6-7-23 Reviewed/Approved Via Email CPD Horner 5-25-23 STREET Privett 5-25-23 CFD Heavner 5-25-23 ENG Kirsh 5-25-23 CRED Brewer 5-26-23 Indianapolis, Indiana circledesigngroup.com 317.781.6200 Page 1 of 2 May 4, 2023 Alex Jordan Engineering Administrator City of Carmel, Department of Engineering One Civic Square Carmel, Indiana 46032 RE: The Concourse 550 Monon Blvd. Carmel, Indiana 46032 Circle Design Group project number: 21071.001 Dear Mr. Jordan: Circle Design Group, on the behalf of Pedcor City Center Development, requests the following waivers to the City Carmel Stormwater Technical Standards Manual for The Concourse project located at 550 Monon Blvd, Carmel, Indiana 46032: 1. Specifically, to Section 102.03 i. b. ii. which states, “Watershed map showing that all off-site acreage drainage through the site is accommodated, including the fully developed right-of-way per the City of Carmel Thoroughfare Plan.” A variance to the technical standard stated is requested due to 3rd Avenue SW, adjacent to the site on the westside, is currently being improved by the City of Carmel. As per the City Engineer, all stormwater within the 3rd Avenue SW right-of-way is being collected and routed around the site. Additionally, an area of a 15’ public access easement along the northside of the property was not included in the watershed map and will remain as direct sheet discharge to the east/northeast. 2. Specifically, to Section 302.06.2 which states, “The 100-year elevation of stormwater detention facilities shall not be separated by not less than 25 feet from any building or structure to be occupied.” A variance to the technical standard stated from 25 feet to 15 feet is requested due to site and parcel constraints that do not allow this separation. The detention facility for the project is an underground chamber system that when filled to the 100-year storm elevation will have no adverse effect on the building, or occupants, at the requested separation. Indianapolis, Indiana circledesigngroup.com 317.781.6200 Page 2 of 2 We ask to be placed on the agenda for the next available Board of Public Works meeting for consideration of our waiver requests. Please contact me with any questions, or concerns. Respectfully, CIRCLE DESIGN GROUP David B. Huffman, PE Director of Civil Engineering PROPOSED ADDITION±10,440 SF891890890891 891PONDING ELEV890.28POTENTIAL 100-YEAR CLOGGED INLETENCROACHMENT IF DOOR OPENPONDING ELEV890.29END OF TOPO LIMITS AND NEW IMPROVEMENTS.REMAINING AREA UNCHANGED FROM EXISTING CONDITIONS/OVERFLOW ROUTINGMATCHLINE - SEE SHEET C4.1MATCHLINE - SEE SHEET C4.0STR. 02 - CASCADE SEPARATOR (CS5)RIM = ±890.01INV. N (EX. 12" RCP): ±886.96INV. S (EX. 12" RCP): ±886.96CS-5 TO BE INSTALLED ONLINE ON EXISTING STORM SEWERCS-5 TO BE INSTALLED FLUSH MOUNTED FOR SHALLOW COVER APPLICATION.COORDINATE WITH MANUFACTURER20' BMP EASEMENT20'PROPOSED ADDITION±10,440 SFBMP AND FLOOD ROUTING PLANNRSCALE 1" = 20'200403850 Priority Way South Drive, Suite 110Indianapolis, IN 46240Phone: (317) 779-2194D&R RACING ADDITION4501 W. 99TH STREETCARMEL, IN 46032GRADING LEGEND:850850850FINISHED FLOOR ELEVATIONOVERFLOW DIRECTIONEMERGENCY PONDING LIMITSMAJOR CONTOURMINOR CONTOUREXISTING CONTOURBMP INSTALLATION PLANEMERGENCY FLOOD ROUTING PLANMINIMUM FLOOD PROTECTION GRADE:1' ABOVE PONDING ELEVATION = 891.29MINIMUM LOWEST ADJACENT GRADE:1' ABOVE PONDING ELEVATION = 891.29BMP EASEMENT PLANSCALE: 1"=60'20' BMP EASEMENTBMP LOCATION20' BMP EASEMENT May 2, 2023 Jeremy Kashman City Engineer City of Carmel One Civil Square Carmel, IN 46032 Re: Dreyer & Reinbold Racing Addition PZ-2022-00139 ADLS Amend Dear Jeremy, Dreyer and Reinbold Racing is requesting a waiver from the ponding requirement set forth in the City of Carmel Stormwater Standards, Section 104.02. With our signature below, we are acknowledging that we are not meeting the required 1-foot of freeboard between the building finished floor elevation and the maximum ponding elevation of adjacent stormwater inlets in a 100% clogged condition, and that we absolve the City from the liability that accompanies this waiver approval. Signed For: __________________________________________________ By: __________________________________________________ Title: __________________________________________________ Date: __________________________________________________ kimley-horn.com 250 East 96th Street, Suite 580, Indianapolis, IN 46240 317 218 9560 May 09, 2023 Mr. John Thomas City of Carmel Engineering Department RE: BJ’s Wholesale Club at Greyhound Commons – Drainage Waiver Requests Members of the Board, On behalf of our Client, we respectfully request waiver from the following Drainage Standards. 1. §104.02 – Finished floor elevation or the lowest building entry elevation shall be no less than 6 inches above finished grade around the building. Also, the building’s lowest entry elevation that is adjacent to and facing a road shall be a minimum of 12 inches above the road elevation. We are requesting that the minimum finished floor elevation shall be permitted as lower than the road elevation due to existing elevation of Lowe’s Way. 2. §303.06.11 – Detention basins shall be designed with additional ten (10) percent of available capacity to allow for sediment accumulations resulting from development and to permit the pond to function for reasonable periods between cleanings. We are requesting a waiver for the above referenced requirement as the provided hydrodynamic separators and detention treatment rows will reduce sediment accumulation within detention chambers. If you have any questions, please do not hesitate to contact me at (317) 218-9560 or connor.strege@kimley-horn.com. Sincerely, Connor Strege, P.E. Project Engineer BJ'S G A S©NOT APPROVED FORCONSTRUCTIONC5.0OVERALLGRADING ANDDRAINAGE PLANNORTHBENCHMARKSEXISTING LEGENDGRADING LEGENDProposed and Allowable Release Rates Entering Pond 3010-year 100-yearPeak Proposed Discharge (Detained)58.93 cfs 102.10 cfsAllowable Discharge76.17 cfs 110.28 cfsProposed Release Rates (Overall Greyhound Commons Development)010-year 100-yearPeak Proposed Discharge58.93 cfs 102.10 cfsProposed and Allowable Release Rates Entering Westfield Farms Legal Drain010-year 100-yearPeak Proposed Discharge (Detained)22.99 cfs 28.32 cfsAllowable Discharge23.48 cfs 28.54 cfsDRAINAGE SUMMARYGRADING NOTES CONSULTING ENGINEERS 9365 Counselors Row, Suite 116, Indianapolis, IN 46240 16 May 2023 Mr. Jeremy Kashman, PE City Engineer City of Carmel One Civic Square Carmel, IN 46032 Re: Old Meridian St Apartments 12895 Old Meridian St PZ-2022-00184 DP ADLS Dear Mr.Kashman, We received Plan Review Comments via Project Dox dated March 22, 2023 and had a fruitful meeting with several Carmel Engineering and Crossroad Engineers representatives which was very helpful and are working toward revising our drawings, calculations and responding back based on those discussions. One of the outstanding comments currently states that per §6-198 of the Carmel City Code of Ordinances an analysis of the floodplain study must be completed and reviewed by City staff. In our meeting with Carmel representatives, it was discussed that there is no natural water course that runs through the property but rather a result of an upstream development outfall of their detention pond flowing through a culvert that discharges onto grade and runs downhill through this property. Currently the proposed solution is to catch this water and route it around the proposed development and discharge it on the other side of the property. As a result of this lack of typical floodplain or waterbody, it was proposed that instead of trying to do a flood study of a detention pond outfall, that this bypass storm pipe would be analyzed to confirm the capacity of the new pipe meets or exceeds the capacity of the culvert under Old Meridian, which discharges water onto this property. This would ensure that no back-up of water would exist or be created on the site that might impact the proposed building or any adjacent buildings and any future development that might use this culvert and add additional flow to it would still be able to bypass around the development without any negative effect. The existing culvert is a 24x30 elliptical pipe at 0.66% slope. A pipe of this size and slope has an estimated capacity of 18.42cfs. We are proposing to install a 27” RCP storm pipe at 0.50% slope which would have an estimated capacity of 23.55cfs. We are seeking a waiver from the requirement to perform a flood study and instead install the 27” pipe with a minimum slope of 0.50% around the site to flow this off-site water around the site. If the project must comply with this requirement, the difficulty would be in being able to run a proper flood study. Running a flood study of this type of condition and not from a creek or water way as is typical with flood studies would be a challenge in order to provide the needed data. There would also be significant time delays in compiling all of the necessary drainage files and then creating a model of the off-site development in order to calculate a viable flood study for this condition which is atypical. The condition only exists from the presences of other older developments being able to discharge onto the property and not from any natural water course or legal drain that is being filled in. Given these constraints of the existing condition and the proposed solution which will improve the condition of run- off leaving a developed property and freely discharging across multiple other properties and not allow for flooding or backing up of water, we request a waiver from the requirement for a flood study to be completed. Please let me know if I can provide any more information. Thank you for consideration of this variance. Sincerely, Nicholas Vergatos, PE EXISTING INLETSTRUCTURENEW 12"DRAINEXISTING 12" PVC PIPETO SCHOOLPIVFHFHFH PIVNO E N T R Y BUILDING AFFE: 861.45BUILDING BFFE: 856.45PARKING GARAGEFFE: 861.45LOWER FFE: 856.45PIVTTTFHFFE: 862.11FFE: 862.77FFE: 862.77FFE: 862.77STR-1STR-2STR-3STR-4STR-5STR-6STR-7STR-8STR-9STR-10STR-11STR-12STR-19STR-18STR-17STR-16STR-15STR-14STR-27ES-01STR-23STR-25220LF 12" STM (RCP) @ 0.25%20LF 12" STM(RCP) @ 0.25%INV. 846.10STR-13DIV-1BMP-1STR-20STR-21STR-22ES-02STR-29STR-30STR-31STR-24STR-32STR-33INV. XXX.XXINV. 855.70INV. 851.20INV. XXX.XX32LF 12" STM(PVC) @ 1.00%30LF 12" STM(PVC) @ 1.00%50LF 24" STM(RCP) @ 0.50%26LF 12" STM(PVC) @ 1.00%10LF 15" STM(RCP) @ 0.50%165LF 24" STM(PVC) @ 0.50%75LF 15" STM(RCP) @ 0.50%53LF 15" STM(RCP) @ 0.50%28LF 15" STM(RCP) @ 0.50%50LF 15" STM(RCP) @ 0.50%118LF 15" STM(RCP) @ 0.50%78LF 12" STM(RCP) @ 2.56%78LF 12" STM(RCP) @ 0.50%77LF 12" STM(RCP) @ 0.50%55LF 27" STM(RCP) @ 0.50%7LF 27" STM(RCP) @ 0.50%8LF 27" STM(RCP) @ 0.50%78LF 12" STM(RCP) @ 2.07%30LF 12" STM(RCP) @ 0.50%21LF 24" STM(RCP) @ 3.19%63LF 12" STM(RCP) @ 0.50%205LF 24" STM(RCP) @ 0.50%140LF 18" STM(RCP) @ 1.16%42LF 24" STM(RCP) @ 0.50%26LF 12" STM(PVC) @ 1.00%198LF 24" STM(RCP) @ 0.50%67LF 27" STM(RCP) @ 0.50%70LF 27" STM(RCP) @ 0.50%58LF 27" STM(RCP) @ 0.50%161LF 24" STM(PVC) @ 0.50%47LF 27" STM(RCP) @ 0.50%48LF 27" STM(RCP) @ 0.50%67LF 27" STM(RCP) @ 0.50%INV. 848.58INV. 856.95INV. 851.95INV. XXX.XX86LF 10" STM(PVC) @ 1.00%BMP DRAINAGE EASEMENTJPS Consulting Engineers - K:\Civil Projects\21JPSC79 Old Meridian Street Apartments\Drawings\C300.dwg March 8, 2023 - 12:49 AM NvergatosSITE DISCHARGE SECTIONNEW UNDERGROUND DETENTION BASIN ANDSTORMWATER QUALITY MEASURE TO BE UTILIZED.APPROXIMATE DIMENSIONS OF NEW FACILITY:AREA: 0.25acLENGTH: 647ftWIDTH: 21ftAPPROXIMATE VOLUME OF PROPOSED FACILITY: 1.53 ac-ftDETENTION FACILITY03060FEETSCALE:1"=30'N12345DCBADCBA12345#RevisionDateSITE DRAINAGE PLANEXISTING INLETSTRUCTURENEW 12" DRAININV. 846.10EX. INV. 846.10EXISTING 12" PVCPIPE TO SCHOOLFLOOD HAZARD AREA AND REGULATED DRAIN STATEMENTPER REVIEW OF ALL FEMA, HAMILTON COUNTY SURVEYOR, AND CITY OFCARMEL MAPS AND DATA AND THE PHASE 1 AND WETLANDDETERMINATION REPORTS COMPLETED FOR THIS PARCEL, NO 100 YEARFLOODPLAIN, FLOODWAY FRINGES, FLOODWAYS, OR REGULATED DRAINOR WATERCOURSE EXISTS ON THE SITE.STORM SYSTEM OWNERSHIPALL STORM PIPES SHOWN AND CONSTRUCTED WITH THE PROJECT WILLREMAIN PRIVATELY OWNED.DRAINAGE SUMMARYTHE BASIC CONDITIONS OF THE DRAINAGE DESIGN IS THAT ANPREVIOUSLY UNDEVELOPED, WOODED SITE WITH THE OUTFALL OF ANUPSTREAM DETENTION POND RUNNING THROUGH IT AND HANDLING THEDRAINAGE FOR AN ALMOST ENTIRELY IMPERVIOUS SURFACEDEVELOPMENT TO BE BUILT. DETENTION WILL BE PROVIDED FOR ALLON-SITE RUN-OFF WHILE THE OFF SITE RUN-OFF IS DIRECTED AROUNDTHE SITE AND WILL DISCHARGE TO THE SAME LOCATION AS BEFORE OFFTHE SITE. OVERALL SITE ACREAGE IS 4.4 ACRES. NO OFF-SITE ACREAGE ISBEING TREATED BY THE DETENTION SYSTEM. ALLOWABLE RELEASE RATE IS0.44CFS FOR 10YR STORM AND 1.33CFS FOR 100YR STORM. POSTDEVELOPED 10YR RELEASE RATE IS 3.69CFS AND POST DEVELOPED 100YRRELEASE RATE IS 35.11CFS. VOLUME OF DETENTION REQUIRED IS1.54AC-FT AND VOLUME OF DETENTION PROVIDED IS 1.76AC-FT. RELEASERATE FROM DETENTION SYSTEM IS 0.44CFS IN THE 10YR STORM AND1.14CFS IN 100YR STORM. STAGING ELEVATION FOR 10YR STORM IS850.31 AND FOR 100YR STORM IS 852.83.ALL OF THIS INFORMATION IS ALSO SUMMARIZED AND PROVIDED IN THEDRAINAGE REPORT FOR THE PROJECT.SITE SYMBOLS AND ABBREVIATIONS123.45NEW CONTOUR LINE678BOLLARDFLAG POLECLEANOUTDOWNSPOUTFIRE HYDRANTFIRE DEPARTMENT CONNECTIONGAS METERPOWER POLEWATER METERCOMMUNICATION MANHOLE/HANDHOLEPOST INDICATOR VALVESIGNVALVETEELIGHTED BOLLARDLIGHT POLEHELIPAD LIGHTPARKING BUMPERELECTRIC MANHOLEACCESSIBLE PARKING SYMBOL AREA DRAINBOTTOM OF WALL ELEVATIONCONDUITCLEANOUTCOMMUNICATIONS/FIBER OPTICCHILLED WATERDUCTILE IRON PIPEDOWNSPOUTELECTRICEXISTINGGASGAS METERFIRE DEPARTMENT CONNECTIONFIRE HYDRANTHIGH DENSITY POLYETHYLENE PIPEHANDHOLEINVERT ELEVATIONMATCH EXISTINGMANHOLEPOST INDICATOR VALVEPOLYVINYL CHLORIDE PIPEREINFORCED CONCRETE PIPESANITARY SEWERSTEAMSTORM SEWERTELEPHONETOP OF CASTING ELEVATIONTYPICALWATER METERWATER VALVEADBWCCOCOMMCWDIPDSEEXGGMFDCFHHDPEHHINVMEMHPIVPVCRCPSANSTSTMTTC(TYP)WMWVGROUND MOUNTED UPLIGHTSEWER MANHOLE OR INLETADDSAREA DRAINNEW SPOT ELEVATION123.45TOP OF CURB123.45CURB GUTTER