HomeMy WebLinkAboutPaperless Packet for BPW 11.15.23Board of Public Works and Safety Meeting
Agenda
Wednesday, November 15, 2023 – 10:00 a.m.
Council Chambers City Hall, One Civic Square
MEETING CALLED TO ORDER
1. MINUTES
a. Minutes from the November 1, 2023, Regular Meeting
2. BID OPENING AND AWARD
a. Bid Opening for 23-STR-09 Tarkington Lighting; Matt Higginbotham, Street
Commissioner
b. Quote Opening for 23-STR-11 Asphalt Repairs; Matt Higginbotham, Street
Commissioner
3. PERFORMANCE BOND REDUCTION APPROVAL REQUEST
a. Resolution BPW 11-15-23-03; Bond Release for Culver’s Carmel; Erosion Control;
Meyer Food Management
4. CONTRACTS
a. Resolution BPW 11-01-23-03; A Resolution Requesting Financing, Construction and
Dedication of Certain Infrastructure or Other Impact Zone Improvements in Lieu of
and as a Credit Against the Payment of Parks and Recreation Impact Fees (“PRIF”)
and Approving a PRIF Credit Agreement; Pedcor Community Development
Corporation - Penn One Eleven; ($4,706,248.00); Henry Mestetsky, Director of the
Department of Redevelopment – TABLED ON 11/1/23
b. Resolution BPW 11-15-23-04; A Resolution Requesting Financing, Construction and
Dedication of Certain Infrastructure or Other Impact Zone Improvements in Lieu of
and as a Credit Against the Payment of Parks and Recreation Impact Fees (“PRIF”)
and Approving a PRIF Credit Agreement; KRG Hamilton Crossing, LLC – Hamilton
Crossing; ($4,882.00 per unit); Henry Mestetsky, Director of the Department of
Redevelopment
c. Resolution BPW 11-15-23-05; A Resolution Requesting Financing, Construction and
Dedication of Certain Infrastructure or Other Impact Zone Improvements in Lieu of
and as a Credit Against the Payment of Parks and Recreation Impact Fees (“PRIF”)
and Approving a PRIF Credit Agreement; Buckingham Realty and Development
Corporation – Gramercy Carmel Marketplace; ($4,084,508.00); Henry Mestetsky,
Director of the Department of Redevelopment
d. Resolution BPW 11-15-23-06; A Resolution Requesting Financing, Construction and
Dedication of Certain Infrastructure or Other Impact Zone Improvements in Lieu of
and as a Credit Against the Payment of Parks and Recreation Impact Fees (“PRIF”)
and Approving a PRIF Credit Agreement; Old Town Companies, LLC – Midtown
Blocks 4 & 5; ($4,882.00 per unit); Henry Mestetsky, Director of the Department of
Redevelopment
e. Resolution BPW 11-15-23-07; A Resolution Requesting Financing, Construction and
Dedication of Certain Infrastructure or Other Impact Zone Improvements in Lieu of
and as a Credit Against the Payment of Parks and Recreation Impact Fees (“PRIF”)
and Approving a PRIF Credit Agreement; CD Carmel Old Meridian, LLC – Old
Meridian Apartments; ($1,391,370.00); Henry Mestetsky, Director of the Department of
Redevelopment
f. Request for Purchase of Goods and Services; Hoosier Fire Equipment, Inc.;
($696,989.25); Fire Department Gear; Additional Services Amendment; Chief David
Haboush, Carmel Fire Department
g. Request for Purchase of Goods and Services; Kentwood Office Furniture, Inc.;
($14,269.32); Office Furniture; Additional Services Amendment; Chief David Haboush,
Carmel Fire Department
h. Request for Purchase of Goods and Services; Touchphrase Development, LLC d/b/a
Julota; ($15,246.26); Mental Health Software for CFD and CPD; Chief David Haboush,
Carmel Fire Department and Chief James Barlow, Carmel Police Department
i. Resolution 11-15-23-01; Request for Acknowledgement of Contract between City and
Vendor; GovernmentJobs.com, Inc. d/b/a NEOGov; ($10,573.20); Annual
Subscription Renewal; Additional Services Amendment; Chief James Barlow, Carmel
Police Department
j. Request for Purchase of Goods and Services; The Center for the Performing Arts;
($3,033.25); Facility Rental and Professional Services for Event; Nancy Heck, Director
of the Department of Community Relations
k. Request for Purchase of Goods and Services; The Taylor Realty Group, P.C.;
($4,380.00); 20-ENG-04-S College Avenue Reconstruction, Parcel #4 -APA, Parcels #5
& #6 – Second Appraisals; Additional Services Amendment; Jeremy Kashman, City
Engineer
l. Resolution 11-15-23-02; Request for Acknowledgement of Contract between City and
Vendor; The Seward Johnson Atelier; ($253,000.00); Purchase and Design Fees for
Sculpture; James Brainard, Mayor’s Office
m. Request for Goods and Services; Mainscape, Inc.; ($102,700.00); Janitorial Services
for Christkindlmarkt; Additional Services Amendment; Matt Higginbotham, Street
Commissioner
5. REQUEST TO USE CITY STREETS/PROPERTY
a. Request to Use/Close City Streets, Use Monon & Main Plaza and Use Sophia Square
Restrooms; Art of Wine Festival; May 18, 2024; 8:00 AM – 10:00 PM; Sondra
Schwieterman, The City of Carmel
b. Request to Use Additional Parking Spaces on 3rd Avenue on Specific Dates; Carmel
Christkindlmarkt; November 24 & 25, 2023 – All Day; December 8, 9, 15, 16, & 17,
2023 – All Day; December 10, 2023 from 11 AM – 3PM; December 18, 2023 from
12:00 AM – 12:00 PM; Michael Nahmias, Carmel Christkindlmarkt
c. Request for Occasional Vehicle Access on the Monon Trail; Carmel
Christkindlmarkt; November 13 – December 31, 2023; Various Hours for Daily
Vendor Access and Special Delivery Access; Michael Nahmias, Carmel Christkindlmarkt
d. Request to Use Civic Square Gazebo/Lawn; Diwali Event; November 25, 2023; 4:00
PM – 9:00 PM; Siri Byrisetty, Carmel Giving Hope/Miracle Foundation
e.Request to Use Civic Square Fountain Area & Restroom, Civic Square Gazebo/Lawn,
and Japanese Garden; Wedding; November 11, 2023; 11:30 AM – 1:30 PM; Ashley
Golberding, Carmel Resident
f.Request to Use Midtown Plaza; Outdoor Holiday Music Event; December 7, 2024;
1:00 PM – 5:00 PM; Sondra Schwieterman, Holiday Porchfest/Carmel Porchfest, Inc.
g.Request to Use Parking Spots for Holiday Trolley; Carmel Holiday Trolley; Fridays &
Saturdays from November 24 – December 23, 2023; 5:00 PM – 9:00 PM on Fridays,
2:00 PM – 9:00 PM on Saturdays; Meg Osborne, The City of Carmel
h.Request to Use/Close City Streets and Use Sophia Square Restrooms; Street Party;
June 15, 2024; 2:00 PM – 1:00 AM; Sondra Schwieterman, Late Night on Main/Carmel
Porchfest, Inc.
i.Request to Use/Close City Streets and Use Sophia Square Restrooms; Street Party;
July 20, 2024; 2:00 PM – 1:00 AM; Sondra Schwieterman, Late Night on Main/Carmel
Porchfest, Inc.
6.OTHER
a.Request for Secondary Plat; Five-Ten Subdivision; Tom Lazzara, Custom Living USA –
TABLED on 10/4/23
b.Request for Waiver of BPW Resolution No. 04-28-17-01 and Lane Restriction;
Installation of New Wood Mid-Span Pole; Alderbrook Trail; Duke Energy
c.Request for Consent to Encroach and Variance; 14159 Kodiak Drive; Derek Edwards,
Property Owner
d.Request for Curb Cut and Curb Cut Vacation; 441 2nd Ave NE; Wedgewood Builders
e.Request for Grant of Perpetual Storm Water Quality Management Easement; 111th &
Springmill Road – The Steadman Apartments; Bridges Apartments, LLC
7.ADJOURNMENT
Board of Public Works and Safety Meeting 1
Minutes 2
Wednesday, November 1, 2023 – 10:00 a.m. 3
Council Chambers City Hall, One Civic Square 4
5
6
7
MEETING CALLED TO ORDER 8 9
Board Member Mary Ann Burke called the meeting to order at 10:02 AM. 10
11
MEMBERS PRESENT 12
13
Board Members Mary Ann Burke and Lori Watson, and Deputy Clerk Jessica Komp were present. 14
15
MINUTES 16
17
Minutes from the October 18, 2023 Regular Meeting. Board Member Burke moved to approve. Board 18
Member Watson seconded. Minutes were approved 2-0. 19
20
PERFORMANCE BOND REDUCTION APPROVAL REQUEST 21
Resolution BPW 11-01-23-05; Bond Release for 708 & 714 Adams Street; Erosion Control; Board 22
Member Burke moved to approve. Board Member Watson seconded. Resolution approved 2-0. 23
Resolution BPW 11-01-23-06; Bond Release for Village of West Clay Block D Parking Lot; Erosion 24
Control; Board Member Burke moved to approve. Board Member Watson seconded. Resolution 25
approved 2-0. 26
Resolution BPW 11-01-23-07; Bond Release for The Reserve at Springmill; Erosion Control; Board 27
Member Burke moved to approve. Board Member Watson seconded. Resolution approved 2-0. 28
Resolution BPW 11-01-23-08; Bond Release for Woodside of West Clay; Erosion Control; Board 29
Member Burke moved to approve. Board Member Watson seconded. Resolution approved 2-0. 30
Resolution BPW 11-01-23-09; Bond Release for Magnolia Condominiums; Storm Sewer, Interior 31
Curb, Signs; Board Member Burke moved to approve. Board Member Watson seconded. Resolution 32
approved 2-0. 33
34
CONTRACTS 35
Request for Goods and Services; BGI Fitness; ($54,602.01); Fitness Equipment; Board Member Burke 36
moved to approve. Board Member Watson seconded. Request approved 2-0. 37
Resolution BPW 11-01-23-03; A Resolution Requesting Financing, Construction and Dedication of 38
Certain Infrastructure or Other Impact Zone Improvements in Lieu of and as a Credit Against the 39
Payment of Parks and Recreation Impact Fees (“PRIF”) and Approving a PRIF Credit Agreement; 40
Pedcor Community Development Corporation - Penn One Eleven; ($4,706,248.00); Henry Mestetsky, 41
Director of the Department of Redevelopment; TABLED; Board Member Burke moved to table the 42
Resolution. Board Member Watson seconded. Tabling approved 2-0. 43
Resolution BPW 11-01-23-04; A Resolution Requesting Financing, Construction and Dedication of 44
Certain Infrastructure or Other Impact Zone Improvements in Lieu of and as a Credit Against the 45
Payment of Parks and Recreation Impact Fees (“PRIF”) and Approving a PRIF Credit Agreement; 46
Carmel Corner Project Partners, LLC - The Corner; ($860,390.00); Board Member Burke moved to 47
approve. Board Member Watson seconded. Resolution approved 2-0. 48
Request for Goods and Services; College Avenue Design, LLC d/b/a Sweet Event Planning; 49
($2,500.00); Event Planning Services - Shop Carmel; Additional Services Amendment; Board Member 50
Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 51
Resolution BPW 11-01-23-02; Request for Acknowledgement of Contract between City and Vendor; 52
RJE Business Interiors; ($1,134.73); Furniture for City Hall CRED Office; Board Member Burke 53
moved to approve. Board Member Watson seconded. Resolution approved 2-0. 54
Resolution BPW 11-01-23-10; Request for Acknowledgement of Contract between City and Vendor; 55
PleinAir; ($4,245.00); Advertising Agreement; Board Member Burke moved to approve. Board 56
Member Watson seconded. Resolution approved 2-0. 57
Request for Goods and Services; Wilkinson Brothers, Inc.; ($55,000.00); City of Carmel Advertising 58
and Event Promotion; Additional Services Amendment; Board Member Burke moved to approve. 59
Board Member Watson seconded. Request approved 2-0. 60
Request for Goods and Services; 3D Company, Inc.; ($10,222.54); 20-ENG-02 106th Street and 61
College Avenue RAB; CO #4; Board Member Burke moved to approve. Board Member Watson 62
seconded. Request approved 2-0. 63
Request for Goods and Services; RQAW Corporation; ($102,200.00); 22-ENG-11 Carmel Path – 64
141st Street from West Road to Springmill Road – Phase 2 Design; Additional Services Amendment; 65
Board Member Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 66
Request for Goods and Services; White Construction, Inc.; ($112,390.55); 18-ENG-05 Richland Ave & 67
Main St and Lexington Blvd & Main St - Intersection Improvements; CO #2 (Final); Board Member 68
Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 69
Request for Goods and Services; Vision Service Providers; VSP Contract Renewal; Board Member 70
Burke moved to approve. Board Member Watson seconded. Request approved 2-0. 71
Request for Goods and Services; KBSO Consulting, LLC; ($16,000.00); Tarkington Garage – EV 72
Charging Stations Project; Board Member Burke moved to approve. Board Member Watson seconded. 73
Request approved 2-0. 74
Resolution BPW 11-01-23-01; Request for Acknowledgement of Contract between City and Vendor; 75
Catbun Studios; ($6,000.00); Painting Services for Christkindlmarkt; Board Member Burke moved to 76
approve. Board Member Watson seconded. Resolution approved 2-0. 77
78
REQUEST TO USE CITY STREETS/PROPERTY 79
80
Request to Use City Hall Caucus Room; Administration/Coaches Meeting; November 28, 2023; 9:30 81
AM – 3:30 PM; Board Member Burke moved to approve. Member Watson seconded. Request 82
approved 2-0. 83
OTHER 84
85
Request for Secondary Plat; Five-Ten Subdivision; Tom Lazzara, Custom Living USA; TABLED on 86
10/4/24. REMAINS TABLED. 87
88
Request for Waiver of BPW Resolution No. 04-28-17-01, Replacement of an Existing Pole; 1684 89
Lodgetree Cove; Board Member Burke moved to approve. Member Watson seconded. Request 90
approved 2-0. 91
92
Request for Grant of Perpetual Storm Water Quality Management Easement; BJ’s Wholesale Club - 93
14400 Lowes Way; Board Member Burke moved to approve. Member Watson seconded. Request 94
approved 2-0. 95
96
Request for Consent to Encroach and Variance; 12950 Old Meridian Street; Board Member Burke 97
moved to approve. Member Watson seconded. Request approved 2-0. 98
99
Request for Consent to Encroach and Variance; 3180 Driftwood Court; Board Member Burke moved 100
to approve. Member Watson seconded. Request approved 2-0. 101
102
Request for Secondary Plat; Jackson’s Grant Village, Sections 1 & 2; Board Member Burke moved to 103
approve. Member Watson seconded. Request approved 2-0. 104
105
Request for Storm Water Technical Standards Waiver; LEO at Carmel - 14575 James Dean Drive; 106
Board Member Burke moved to approve. Member Watson seconded. Request approved 2-0. 107
108
Request for Replat; Waterfront of West Clay, Section 5B; Board Member Burke moved to approve. 109
Member Watson seconded. Request approved 2-0. 110
111
Request for Replat; Woodland Golf Club, Lots 37 & 38; Board Member Burke moved to approve. 112
Member Watson seconded. Request approved 2-0. 113
114
ADD-ONS 115
116
Board Member Burke moved to add two add-on items to the agenda. Member Watson seconded. 117
Approved 2-0. 118
119
Resolution Setting 2024 City and Participant Contribution Rates for Employee Health Benefit Plan 120
The Human Resources Department requests the approval of Resolution BPW 11-01-23-11, setting the 121
2024 contribution rates for the City of Carmel employee health benefit plan. Presented by Sergey 122
Grechukhin, Corporation Counsel. Board Member Burke moved to approve. Member Watson 123
seconded. Resolution approved 2-0. 124
125
Resolution Updating the No Parking or Idling Sign List around Carmel Clay Schools 126
The Engineering Department requests the approval of Resolution BPW 11-01-23-12, updating the no 127
parking or idling sign list around Carmel Clay Schools to include 1st Avenue SE and Supply Street. 128
Presented by Sergey Grechukhin, Corporation Counsel. Board Member Burke moved to approve. 129
Member Watson seconded. Resolution approved 2-0. 130
131
132
133
134
ADJOURNMENT 135
136
Board Member Burke adjourned the meeting at 10:05 AM 137
138
139
140
APPROVED: ____________________________________ 141
Sue Wolfgang – City Clerk 142
143
144
_____________________________________ 145
Mayor James Brainard 146
147
148
ATTEST: 149
__________________________________ 150
Sue Wolfgang – City Clerk 151
152
153
154
RESOLUTION NO. BPW_11-01-23-03
A RESOLUTION REQUESTING THE PROVISION OF CERTAIN INFRASTRUCTURE
OR OTHER IMPACT ZONE IMPROVEMENTS IN LIEU OF AND AS A CREDIT
AGAINST THE PAYMENT OF PARKS AND RECREATION IMPACT FEES (“PRIF”)
AND APPROVING A PRIF CREDIT AGREEMENT
WHEREAS, Indiana Code 36-7-4-1335 permits the application of a credit against the payment of
impact fees for persons who construct or provide certain infrastructure or other improvements of a type for
which a unit imposes an impact fee in an impact zone; and,
WHEREAS, City of Carmel Unified Development Ordinance 1.30(F) permits the City of Carmel
Board of Public Works and Safety (“Board”) to request that any person otherwise required to pay PRIF to
instead finance, construct, and dedicate certain infrastructure or improvements in the Parks and Recreation
Infrastructure Impact Zone (“Impact Zone”) located in Clay Township, Indiana and over which the City of
Carmel, Indiana (“City”) exercises planning and zoning jurisdiction; and,
WHEREAS, City of Carmel Unified Development Ordinance 1.30(F) also permits the Board to
determine the amount of PRIF credit any person requested to finance, construct, and dedicate certain
infrastructure or improvements in the Impact Zone in lieu of PRIF payment shall receive, and to memorialize
this determination in a credit agreement (“Credit Agreement”); and,
WHEREAS, the Board now desires to request that Pedcor Community Development Corporation,
an Indiana corporation (“Pedcor”), finance and construct, within seven (7) years of Pedcor’s receipt of a
structural building permit for its first phase of construction (the “End Date”), those certain infrastructure and
improvements set forth on attached Exhibit A, the same being incorporated herein by this reference, in
exchange for a PRIF credit the Board has determined should be in the amount of exactly Four Million Seven
Hundred Six Thousand, Two Hundred Forty Eight Dollars ($4,706,248.00); and,
WHEREAS, Pedcor covenants that the infrastructure and improvements set forth in Exhibit A shall
remain open to the public for their use and enjoyment in perpetuity; and,
WHEREAS, Pedcor shall maintain, repair and replace, at its sole cost and expense, the
infrastructure and improvements set forth in Exhibit A as necessary and to the satisfaction of the City, in
perpetuity; and,
WHEREAS, Pedcor shall execute and return to the Board, by and through the Carmel Office of
Corporation Counsel, the Credit Agreement set forth on attached Exhibit B, the same being incorporated
herein by this reference, prior to the issuance of the improvement location fee for that ce rtain improvement
identified on attached Exhibit C, the same being incorporated herein by this reference; and
WHEREAS, PRIF in the amount of $4,706,248.00 is due and owing by Pedcor to the City by virtue
of that certain improvement identified on attached Exhibit C (the “Targeted PRIF”); and,
WHEREAS, Pedcor’s obligation to pay the Targeted PRIF to the City shall be held in abeyance
until the earlier of the acceptance by the Board, in its sole discretion, of the infrastructure or improvements
set forth on attached Exhibit A (“Board Acceptance”) or the End Date. Upon Board Acceptance, the City
shall promptly enter the credit identified herein against Pedcor’s Targeted PRIF obligations. If Board
Acceptance does not occur by the End Date, no credit shall be entered against the Targeted PRIF and the
same shall thereafter become immediately due and owing to the City.
NOW, THEREFORE, BE IT RESOLVED by the Board of Public Works and Safety of the City
of Carmel, Indiana as follows:
1. The foregoing Recitals are incorporated herein by this reference.
2. The Board hereby requests that Pedcor Community Development Corporation finance and
construct those certain infrastructure and improvements set forth on attached Exhibit A, in exchange for a
PRIF credit of exactly $4,706,248.00, pursuant to the terms and conditions set forth hereinabove.
3. The Board hereby approves the Credit Agreement in the form as set forth in attached Exhibit B.
4. That Henry Mestetsky, on behalf of the City and the Board, is hereby authorized and directed to
take such actions as are lawful, necessary, and proper to effectuate the transaction approved by this
Resolution.
SO RESOLVED.
Approved and adopted this ________ day of __________________, 2023.
CARMEL BOARD OF PUBLIC WORKS AND SAFETY
By:
__________________________________
James Brainard, Presiding Officer
Date:______________________________
__________________________________
Mary Ann Burke, Member
Date:______________________________
__________________________________
Lori S. Watson, Member
Date:______________________________
ATTEST:
__________________________________
Sue Wolfgang, Clerk
Date:______________________________
Total Residential Units 964
Parks and Recreation Impact Fees (PRIF)
Per Unit PRIF Rate 4,882.00$
Total Project PRIF 4,706,248.00$
Plaza Infrastructure Costs
Entertainment Area Stage 250,000.00$
Stage Lighting 55,000.00$
Public TV, speakers, and other AV items 600,000.00$
Outdoor Sound System + Infrastructure 150,000.00$
Hopscotch Feature 5,500.00$
Amphitheater Grading 625,000.00$
Security Cameras 40,000.00$
Feature Benches 60,000.00$
Pickleball Courts 105,000.00$
Playground Enhancements 195,000.00$
Feature Fountain 145,000.00$
Bocce Ball Court 135,000.00$
Fire Pit and Seating 55,000.00$
Public Art & Scupltures 350,000.00$
Shade Installations 125,000.00$
Large Format Chess 5,500.00$
Public Restrooms 395,000.00$
Decorative Paver Enhancements 235,000.00$
Decorative Railing Enhancements 115,000.00$
Roundabout Art 75,000.00$
Plaza Design Costs 250,000.00$
Restroom Detailing 25,000.00$
Structural Engineer 50,000.00$
Construction Administration 50,000.00$
Inflation Contingency 614,400.00$
Total 4,710,400.00$
Penn One Eleven - Plaza Budget
Exhibit C
DocuSign Envelope ID: 9ABDFF44-7310-441C-B0ED-04E49A77298E
RESOLUTION NO. BPW 11-15-23-04
A RESOLUTION REQUESTING THE FINANCING, CONSTRUCTION, AND
DEDICATION OF CERTAIN INFRASTRUCTURE OR OTHER IMPACT ZONE
IMPROVEMENTS IN LIEU OF AND AS A CREDIT AGAINST THE PAYMENT OF
PARKS AND RECREATION IMPACT FEES ("PRIF") AND APPROVING A PRIF
CREDIT AGREEMENT
WHEREAS, Indiana Code 36-7-4-1335 permits the application of a credit against the payment of
impact fees for persons who construct or provide certain infrastructure or other improvements of a type for
which a unit imposes an impact fee in an impact zone; and,
WHEREAS, City of Carmel Unified Development Ordinance § 1.3(F) permits the City of Carmel
Board of Public Works and Safety ("Board") to request that any person otherwise required to pay PRIF to
instead finance, construct, and dedicate certain infrastructure or improvements in the Parks and Recreation
Infrastructure Impact Zone ("Impact Zone") located in Clay Township, Indiana and over which the City of
Carmel, Indiana ("City") exercises planning and zoning jurisdiction; and,
WHEREAS, City of Carmel Unified Development Ordinance § 1.3(F) also permits the Board to
determine the amount of PRIF credit any person requested to finance, construct, and dedicate certain
infrastructure or improvements in the Impact Zone in lieu of PRIF payment shall receive, and to memorialize
this determination in a credit agreement ("Credit Agreement"); and,
WHEREAS, the Board now desires to request that KRG Hamilton Crossing, LLC, an Indiana
limited liability company ("KRG"), finance infrastructure or improvements that meet the requirements set
forth in Indiana Code§ 36-7-4-1335(a), in exchange for a PRIF credit the Board has determined should be
in the amount of exactly Four Thousand Eight Hundred Eighty Two Dollars ($4,882.00) per unit; and,
WHEREAS, KRG shall execute and return to the Board the Credit Agreement set forth on attached
Exhibit A, the same being incorporated herein by this reference, prior to the issuance of the improvement
location fee for that certain improvement identified on attached Exhibit B, the same being incorporated
herein by this reference; and,
NOW, THEREFORE, BE IT RESOLVED by the Board of Public Works and Safety of the City
of Carmel, Indiana as follows:
1.The foregoing Recitals are incorporated herein by this reference.
2.The Board hereby requests that KRG Hamilton Crossing, LLC, finance infrastructure or
improvements that meet the requirements set forth in Indiana Code§ 36-7-4-1335(a) in exchange for a PRIF
credit the Board has determined should be in the amount of exactly Four Thousand Eight Hundred Eighty
Two Dollars ($4,882.00) per unit, pursuant to the terms and conditions set forth hereinabove.
3.The Board hereby approves the Credit Agreement in the form as set forth in attached Exhibit A.
4.Henry Mestetsky, on behalf of the City and the Board, is hereby authorized and directed to take
such actions as are lawful, necessary, and proper to effectuate the transaction approved by this Resolution.
Mr. Mestetsky shall deposit the entire credited amount of PRIF into City Fund #902. These funds shall be
drawn upon to finance the construction of Parks and Recreation infrastructure and improvements that meet
the requirements of Indiana Code§ 36-7-4-1335(a).
SO RESOLVED.
Approved and adopted this ________ day of __________________, 2023.
CARMEL BOARD OF PUBLIC WORKS AND SAFETY
By:
__________________________________
James Brainard, Presiding Officer
Date: _____________________________
__________________________________
Mary Ann Burke, Member
Date: _____________________________
__________________________________
Lori S. Watson, Member
Date: _____________________________
ATTEST:
__________________________________
Sue Wolfgang, Clerk
Date: _____________________________
DocuSign Envelope ID: 9ABDFF44-7310-441C-B0ED-04E49A77298E
EXHIBIT A
PRIF CREDIT AGREEMENT
COMES NOW KRG Hamilton Crossing, LLC, an Indiana limited liability company (“KRG”), by its
undersigned, duly authorized agent, and states as follows:
KRG hereby agrees to contribute Four Thousand Eight Hundred Eighty-Two Dollars ($4,882.00)
per unit toward the construction of infrastructure items or public improvements that meet the requirements
of Indiana Code 36-7-4-1335(a), in exchange for a Parks and Recreation Impact Fee (“PRIF”) credit not to
exceed Four Thousand Eight Hundred Eighty-Two Dollars ($4,882.00) per unit.
After the improvements are completed and have been accepted by the Carmel Board of Public
Works and Safety, any remaining unused PRIF shall be made available for use by the Carmel Department
of Parks and Recreation, pursuant to the requirements of the City.
SO AGREED this ____ day of _________________, 2023.
KRG Hamilton Crossing, LLC
By:
____________________________________
Authorized Signature
____________________________________
Printed Name
____________________________________
Title
17th November
Mark S. Jenkins
Sr. Vice President, Development
DocuSign Envelope ID: 9ABDFF44-7310-441C-B0ED-04E49A77298E
Exhibit B:
Aerial Location Map
DocuSign Envelope ID: 9ABDFF44-7310-441C-B0ED-04E49A77298E
Exhibit B:
Hamilton Crossing Massing
DocuSign Envelope ID: 9ABDFF44-7310-441C-B0ED-04E49A77298E
RESOLUTION NO. BPW 11-15-23-05
A RESOLUTION REQUESTING THE FINANCING, CONSTRUCTION, AND
DEDICATION OF CERTAIN INFRASTRUCTURE OR OTHER IMPACT ZONE
IMPROVEMENTS IN LIEU OF AND AS A CREDIT AGAINST THE PAYMENT OF
PARKS AND RECREATION IMPACT FEES (“PRIF”) AND APPROVING A PRIF
CREDIT AGREEMENT
WHEREAS, Indiana Code 36-7-4-1335 permits the application of a credit against the payment of
impact fees for persons who construct or provide certain infrastructure or other improvements of a type for
which a unit imposes an impact fee in an impact zone; and,
WHEREAS, City of Carmel Unified Development Ordinance §1.3(F) permits the City of Carmel
Board of Public Works and Safety (“Board”) to request that any person otherwise required to pay PRIF to
instead finance, construct, and dedicate certain infrastructure or improvements in the Parks and Recreation
Infrastructure Impact Zone (“Impact Zone”) located in Clay Township, Indiana and over which the City of
Carmel, Indiana (“City”) exercises planning and zoning jurisdiction; and,
WHEREAS, City of Carmel Unified Development Ordinance §1.3(F) also permits the Board to
determine the amount of PRIF credit any person requested to finance, construct, and dedicate certain
infrastructure or improvements in the Impact Zone in lieu of PRIF payment shall receive, and to memorialize
this determination in a credit agreement (“Credit Agreement”); and,
WHEREAS, the Board now desires to request that Buckingham Realty and Development
Corporation, an Indiana corporation (“Buckingham”), finance infrastructure or improvements that meet the
requirements set forth in Indiana Code § 36-7-4-1335(a), in exchange for a PRIF credit the Board has
determined should be in the amount of exactly Four Million, Eighty-Four Thousand, Five Hundred Eight
Dollars ($4,084,508.00); and,
WHEREAS, Buckingham shall execute and return to the Board the Credit Agreement set forth on
attached Exhibit A, the same being incorporated herein by this reference, prior to the issuance of the
improvement location fee for that certain improvement identified on attached Exhibit B, the same being
incorporated herein by this reference; and,
NOW, THEREFORE, BE IT RESOLVED by the Board of Public Works and Safety of the City
of Carmel, Indiana as follows:
1.The foregoing Recitals are incorporated herein by this reference.
2. The Board hereby requests that Buckingham Realty and Development Corporation finance
infrastructure or improvements that meet the requirements set forth in Indiana Code § 36 -7-4-1335(a) in
exchange for a PRIF credit the Board has determined should be in the amount of exactl y $4,084,508.00,
pursuant to the terms and conditions set forth hereinabove.
3. The Board hereby approves the Credit Agreement in the form as set forth in attached Exhibit A.
4.Henry Mestetsky, on behalf of the City and the Board, is hereby authorized and directed to take
such actions as are lawful, necessary, and proper to effectuate the transaction approved by this Resolution.
Mr. Mestetsky shall deposit the entire credited amount of PRIF into City Fund #902. These funds shall be
drawn upon to finance the construction of Parks and Recreation infrastructure and improvements that meet
the requirements of Indiana Code § 36-7-4-1335(a).
SO RESOLVED.
Approved and adopted this ________ day of __________________, 2023.
CARMEL BOARD OF PUBLIC WORKS AND SAFETY
By:
__________________________________
James Brainard, Presiding Officer
Date: _____________________________
__________________________________
Mary Ann Burke, Member
Date: _____________________________
__________________________________
Lori S. Watson, Member
Date: _____________________________
ATTEST:
__________________________________
Sue Wolfgang, Clerk
Date: _____________________________
EXHIBIT A
PRIF CREDIT AGREEMENT
COMES NOW Buckingham Realty and Development Corporation, an Indiana corporation
(“Buckingham”), by its undersigned, duly authorized agent, and states as follows:
Buckingham hereby agrees to contribute $4,084,508.00 toward the construction of infrastructure
items or public improvements that meet the requirements of Indiana Code 36-7-4-1335(a), in exchange for a
Parks and Recreation Impact Fee (“PRIF”) credit not to exceed $4,084,508.00.
After the improvements are completed and have been accepted by the Carmel Board of Public
Works and Safety, any remaining unused PRIF shall be made available for use by the Carmel Department
of Parks and Recreation, pursuant to the requirements of the City.
SO AGREED this ____ day of _________________, 2023.
Buckingham Realty and Development Corporation
By:
____________________________________
Authorized Signature
____________________________________
Printed Name
____________________________________
Title
Erik W. Dirks
SVP, Development
7th November
Gramercy Development Master Plan
N
NTS
Gramercy West
David Weekley
Gramercy South
Townhomes
5.5 Acres
(61 Townhome Units)Kinzer AveCarmel Dr
126th Street
Kinzer AveConceptual and subject to change
08/09/2023
Carmel Market
Place Retail
4.59 Acres
20K of Retail
(291 Multi-family Units)
(645 Parking Spaces)
A.
C.
D.
E.
F.
G.
Stormwater
Park, typ.
Retention Basin
Dedicated
Open Space
Am
e
n
i
t
y
/
Bas
k
e
t
b
a
l
l
Poo
l
Dedicated
Open Space
B.
H.
Parking
Garage
20K
Retail
Dedicated
Open Space
Neighborhood
Connection
Neighborhood
Connection
Carmel Market Place
2.46 Acres
(220 Multi-family Units)
Ex.
Bldg
Ex.
Bldg
Ex.
Bldg
Ex.
Bldg
Kinzer Ave Extension
.95 Acres
Pool Plaza
Existing
Gramercy East
Multi-family
2.99 Acres
(64 Multi-family Units)
Gramercy
East Condos
& Retail
2.75 Acres
+/- 30 Condos + 8K of Retail & Podium
Parking Spaces
Kinzer Ave
Townhomes
Opportunity
3.98 Acres
(43 Townhome Units)
Gramercy East
Multi-family
13.19 Acres
(342 Multi-family Units)
126th Street
Towhhomes
3.38 Acres
(63 Townhomes Units)
Dedicated Park
Space
Opportunity
1.38 Acres
Exhibit B:
Gramercy East &
Carmel Marketplace
PRIF Agreement
Total Units: 1,044 Units
Early Assessment
PRIF Rate Units*: 530
(Rate: $2,972)
*Previously approved by DOCS
Standard PRIF Rate
Units: 514 units (Rate:
$4,882)
RESOLUTION NO. BPW 11-15-23-06
A RESOLUTION REQUESTING THE FINANCING, CONSTRUCTION. ANH
DEDICATION OF CERTAIN INFRASTRUCTURE OR OTHER IMPACT ZONE
IMPROVEMENTS IN LIEU OF AND AS A CREDIT AGAINST THE PAYMENT OF
PARKS AND RECREATION IMPACT FEES ("PRIF") AND APPROVING A PRIF
CREDIT AGREEMENT
WHEREAS, Indiana Code 36-7-4-1335 permits the application of a credit against the payment of
impact fees for persons who construct or provide certain infrastructure or other improvements of a type for
which a unit imposes an impact fee in an impact zone; and,
WHEREAS, City of Carmel Unified Development Ordinance § l .3(F) permits the City of Carmel
Board of Public Works and Safety ("Board") to request that any person otherwise required to pay PRIF to
instead finance, construct, and dedicate certain infrastructure or improvements in the Parks and Recreation
Infrastructure Impact Zone ("Impact Zone") located in Clay Township, Indiana and over which the City of
Carmel, Indiana ("City") exercises planning and zoning jurisdiction; and,
WHEREAS, City of Carmel Unified Development Ordinance § l .3(F) also permits the Board to
determine the amount of PRIF credit any person requested to finance, construct, and dedicate certain
infrastructure or improvements in the Impact Zone in lieu of PRIF payment shall receive, and to memorialize
this determination in a credit agreement ("Credit Agreement"); and,
WHEREAS, the Board now desires to request that Old Town Companies, LLC, an Indiana limited
liability company ("Old Town"), finance infrastructure or improvements that meet the requirements set forth
in Indiana Code § 36-7-4-1335(a), in exchange for a PRIF credit the Board has determined should be in the
amount of exactly Four Thousand Eight Hundred Eighty-Two Dollars ($4,882.00) per unit; and,
WHEREAS, Old Town shall execute and return to the Board the Credit Agreement set forth on
attached Exhibit A, the same being incorporated herein by this reference, prior to the issuance of the
improvement location fee for that certain improvement identified on attached Exhibit 8, the same being
incorporated herein by this reference; and,
NOW, THEREFORE, BE IT RESOLVED by the Board of Public Works and Safety of the City
of Carmel, Indiana as follows:
1.The foregoing Recitals are incorporated herein by this reference.
2.The Board hereby requests that Old Town Companies, LLC, finance infrastructure or
improvements that meet the requirements set forth in Indiana Code§ 36-7-4-l 335(a) in exchange for a PRIF
credit the Board has determined should be in the amount of exactly Four Thousand Eight Hundred Eighty
Two Dollars ($4,882.00) per unit, pursuant to the terms and conditions set forth hereinabove.
3.The Board hereby approves the Credit Agreement in the form as set forth in attached Exhibit A.
4.Henry Mestetsky, on behalf of the City and the Board, is hereby authorized and directed to take
such actions as are lawful, necessary, and proper to effectuate the transaction approved by this Resolution.
Mr. Mestetsky shall deposit the entire credited amount of PRIF into City Fund #902. These funds shall be
drawn upon to finance the construction of Parks and Recreation infrastructure and improvements that meet
the requirements of Indiana Code § 36-7-4-1335(a).
SO RESOLVED.
Approved and adopted this ___ day of _______ _, 2023.
CARMEL BOARD OF PUBLIC WORKS AND SAFETY
By:
James Brainard, Presiding Officer
Date: ------------
Mary Ann Burke, Member
Date: ------------
Lori S. Watson, Member
Date: ------------
ATTEST:
Sue Wolfgang, Clerk
Date: ------------
EXHIBIT A
PRIF CREDIT AGREEMENT
COMES NOW Old Town Companies, LLC, an Indiana limited liability company ("Old Town"), by its
undersigned, duly authorized agent, and states as follows:
Old Town hereby agrees to contribute Four Thousand Eight Hundred Eighty-Two Dollars
($4,882.00) per unit toward the construction of infrastructure items or public improvements that meet the
requirements of Indiana Code 36-7-4-1335(a), in exchange for a Parks and Recreation Impact Fee ("PRIF")
credit not to exceed Four Thousand Eight Hundred Eighty-Two Dollars ($4 ,882.00) per unit.
After the improvements are completed and have been accepted by the Carmel Board of Public
Works and Safety, any remaining unused PRIF shall be made available for use by the Carmel Department
of Parks and Recreation, pursuant to the requirements of the City.
SO AGREED this __ day of ______ __,, 2023 .
Old Town Companies, LLC
Printed Name
Exhibit B:
RESOLUTION NO. BPW 11-15-23-07
A RESOLUTION REQUESTING THE FINANCING, CONSTRUCTION, AND
DEDICATION OF CERTAIN INFRASTRUCTURE OR OTHER IMPACT ZONE
IMPROVEMENTS IN LIEU OF AND AS A CREDIT AGAINST THE PAYMENT OF
PARKS AND RECREATION IMPACT FEES ("PRIF") AND APPROVING A PRIF
CREDIT AGREEMENT
WHEREAS, Indiana Code 36-7-4-1335 permits the application of a credit against the payment of
impact fees for persons who construct or provide certain infrastructure or other improvements of a type for
which a unit imposes an impact fee in an impact zone; and,
WHEREAS, City of Carmel Unified Development Ordinance § 1.3(F) permits the City of Carmel
Board of Public Works and Safety ("Board") to request that any person otherwise required to pay PRIF to
instead finance, construct, and dedicate certain infrastructure or improvements in the Parks and Recreation
Infrastructure Impact Zone ("Impact Zone") located in Clay Township, Indiana and over which the City of
Carmel, Indiana ("City") exercises planning and zoning jurisdiction; and,
WHEREAS, City of Carmel Unified Development Ordinance § I .3(F) also permits the Board to
determine the amount of PRIF credit any person requested to finance, construct, and dedicate certain
infrastructure or improvements in the Impact Zone in lieu of PRIF payment shall receive, and to memorialize
this determination in a credit agreement ("Credit Agreement"); and,
WHEREAS, the Board now desires to request that CD Carmel Old Meridian, LLC, a Texas limited
liability company ("CD"), finance infrastructure or improvements that meet the requirements set forth in
Indiana Code§ 36-7-4-1335(a), in exchange for a PRIF credit the Board has determined should be in the
amount of exactly One Million, Three Hundred Ninety-One Thousand, Three Hundred Seventy Dollars
($1,391,370.00); and,
WHEREAS, CD shall execute and return to the Board the Credit Agreement set forth on attached
Exhibit A, the same being incorporated herein by this reference, prior to the issuance of the improvement
location fee for that certain improvement identified on attached Exhibit B, the same being incorporated
herein by this reference; and,
NOW, THEREFORE, BE IT RESOLVED by the Board of Public Works and Safety of the City
of Carmel, Indiana as follows:
I.The foregoing Recitals are incorporated herein by this reference.
2.The Board hereby requests that CD Carmel Old Meridian, LLC finance infrastructure or
improvements that meet the requirements set forth in Indiana Code§ 36-7-4-I 335(a) in exchange for a PRTF
credit the Board has determined should be in the amount of exactly $1,391,370.00, pursuant to the terms and
conditions set forth hereinabove.
3.The Board hereby approves the Credit Agreement in the form as set forth in attached Exhibit A.
4.Henry Mestetsky, on behalf of the City and the Board, is hereby authorized and directed to take
such actions as are lawful, necessary, and proper to effectuate the transaction approved by this Resolution.
Mr. Mestetsky shall deposit the entire credited amount of PRIF into City Fund #902. These funds shall be
drawn upon to finance the construction of Parks and Recreation infrastructure and improvements that meet
the requirements ofrndiana Code§ 36-7-4-1335(a).
SO RESOL Y EO.
Approved and adopted this ____ day of _______ ~ 2023 .
CARMEL BOARD OF PUBLIC WORKS AND SAFETY
By:
James Brainard , Presiding Officer
Date: ------------
Mary Ann Burke, Member
Date: ------------
Lori S . Watson, Member
Date: ------------
ATTEST:
Sue Wolfgang, Clerk
Date: ------------
EXHIBIT A
PRIF CREDIT AGREEMENT
COMES NOW CD Carmel Old Meridian , LLC , a Texas limited liability company ("CD"), by its
undersigned , duly authorized agent , and states as follows:
CD hereby agrees to contribute $1 ,391 ,370 .00 toward the construction of infrastructure items or
public improvements that meet the requirements of Indiana Code 36 -7-4-1335(a), in exchange for a Parks
and Recreation Impact Fee ("PRIF") credit not to exceed $1 ,391 ,370 .00.
After the improvements are completed and have been accepted by the Cannel Board of Public
Works and Safety , any remaining unused PRIF shall be made available for use by the Carmel Department
of Parks and Recreation , pursuant to the requirements of the City.
SO AGREED this _J_ day of d o'1irri ,6,2-rl-, 2023.
CD Carmel Old Meridian , LLC
Printed Name
Title
Exhibit B
Units: 285 Units
CzTfshfzHsfdivlijobu22;12bn-Opw17-3134
CzTfshfzHsfdivlijobu4;23qn-Pdu42-3134
Exhibit A
ICity®f Carme
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
ONE CIVIC SQUARE 35-6000972
CARMEL, INDIANA 46032-2584
ORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
Page 1 of 1
PURCHASE ORDER NUMBER
110191
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
10/30/2023 373322 Additional Furniture
KENTWOOD OFFICE FURNITURE INC
VENDOR 3063 BRETON RD SE
GRAND RAPIDS, MI 49512 -
PURCHASE ID BLANKET CONTRACT
81896
QUANTITY UNIT OF MEASURE
Department: 1120 Fund: 102 Ambulance Capital Fund
Account: 44-630.00
1 Each Per Quote Dated 10-20-23
1 Each Per Quote Dated 10-23-23
Carmel Fire Department
SHIP 210 Veterans Way
TO
Carmel, IN 46032-
Send Invoice To:
Carmel Fire Department
PAYMENT TERMS
DESCRIPTION
OF cq' lk"6N
FREIGHT
UNIT PRICE
5,044.02
9,225.30
Sub Total
EXTENSION
5,044.02
en -I-Ic 12n
210 Veterans Way
Carmel, IN 46032-
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECTPROJECTPROJECT ACCOUNT AMOUNT
PAYMENT $14,269.32
SHIPPING INSTRUCTIONS *
A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945--¢'
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY
Denise Snyder James Crider
TITLE Accreditation/Budget Administrator Director of Administration
CONTROL NO. 110191 CONTROLLER
CzTfshfzHsfdivlijobu21;47bn-Opw19-3134
Julota
Julota® Saas Agreement
applicable SOW and the term of this Agreement (whichever
period is shorter), a non-exclusive, non-transferable right and
license to access and use the Services as provided for in the
applicable SOW. The Services will also be provided pursuant to
the service levels set forth in the Service Level Agreement
SLA"), which is attached as Exhibit B.
3.2 License Restrictions for Customer. Customer shall
not, directly or indirectly, permit any third party to: (i) reverse
engineer, decompile, disassemble or otherwise attempt to
discover the source code or underlying ideas or algorithms of the
Services; (ii) modify, translate, or create derivative works based
on the Services; (iii) rent, lease, distribute, sell, resell, assign, or
otherwise transfer its rights to use the Services; (iv) make the
use of the Services available to anyone other than for its own
internal purposes ( except as expressly set forth in the applicable
SOW); (v) use the Services for timesharing or service bureau
purposes or otherwise for the benefit of a third party; (vi) remove
any proprietary notices from the Services or any other Julota
materials furnished or made available hereunder; (vii) publish or
disclose to third parties any evaluation of the Services; (viii) use
the Services in automatic, semi-automatic or manual tools
designed to create virus signatures, virus detection routines, or
any other data or code for detecting malicious code or data; or
ix)use the Services to build a competitive product or service, or
copy any features, functions or graphics of the Services.
3.3 AP! License. If provided for in the applicable SOW,
JuIota hereby grants Customer, during the term of the applicable
SOW, a nonexclusive, nontransferable, nonassignable, license
to access and use the Julota AP! solely in connection with its use
of the Services.
3.4 License Grant to Julota. Customer grants Julota,
subject to the terms and conditions of this Saas Agreement,
during the term of this Saas Agreement and the applicable
SOW, a non-exclusive, non-transferable, non-sublicensable
license for it to use Customer Data and its trademarks (the
Marks") for the sole purpose of providing the Services or as
otherwise set forth in this Saas Agreement. Customer reserves
all ownership and other rights in the Customer Data and the
Marks not expressly included herein and nothing in this Saas
Agreement shall be deemed to convey or transfer to Julota any
ownership rights in or to the Customer Data or the Marks.
Notwithstanding the foregoing, Customer understands that a
third party may also claim ownership of Customer Data.
3.5 License Restrictions for Julota. Julota's license to the
Marks is subject to the following restrictions: (i) all of Julota's
uses of the Marks must be preapproved by Customer; (ii) JuIota
shall not use any Marks in such a way as to give the impression
that they are the property of anyone other than Customer; and
iii)Julota shall comply with Customer's trademark guidelines, if
any, and any other reasonable requirements established by
Customer concerning the style, design, display, and use of its
Marks. Customer's trademark guidelines, if any, are attached as
Exhibit C.
4.PRIVACY. Julota may collect or store Customer Data,
which may contain Personal Data concerning Help Seekers in
connection with the provision of the Services. Julota will
comply with its non-disclosure obligations set forth in this
Saas Agreement. The Parties agree to comply with the
requirements of all Health Privacy Laws. The Parties agree
that Julota will serve as a Business Associate with respect
to certain Services it provides to Customer. Accordingly, as
it applies to such Services, the Parties shall execute and
abide by the terms set forth in the business associate
agreement attached hereto and incorporated herein as
Exhibit D ("BAA").
5.PASSWORDS/ SECURITY/ DISCLOSURE.
5.1 Passwords. Customer is responsible for
maintaining the confidentiality of its passwords. Customer
is solely responsible for any and all activities that occur
under its account and all charges incurred from use of the
Services accessed with Customer's passwords. Customer
agrees to immediately notify Julota of any unauthorized
use of Customer's account or any other breach of security
known to Customer. Julota shall have no liability for any
loss or damage arising from Customer's failure to comply
with these requirements.
5.2 Security. Julota will maintain the Services at a
third-party hosting facility and will implement industry
standard security precautions, which are intended to
prevent unauthorized access to Customer Data, and all
applicable security protections and safeguards required of
Julota by Health Privacy Laws. Customer acknowledges
that, notwithstanding such security precautions, use of, or
connection to, the internet could potentially result in
unauthorized third parties circumventing such precautions
and gaining access to the Services and Customer Data.
5.3 Disclosure. Customer agrees that Julota and its
agents, which have agreed to confidentiality obligations at
least as restrictive as Julota's obligations in this Saas
Agreement, can access Customer Data and its account
information in order to respond to its service requests
and/or as necessary, in Julota's sole discretion, to provide
Customer with the Services. Julota will not otherwise use
or disclose Customer Data, except if compelled by law,
permitted by Customer, or pursuant to the terms of the BAA
and the terms of Julota's Privacy Policy, which is available
at www.Julota.com/privacy-policy/ (the "Privacy Policy"),
which is incorporated into this Saas Agreement. The
terms of this Saas Agreement shall supersede any
inconsistent terms in the Privacy Policy.
5.4 Permission to Disclose. By submitting any
Help Seeker's Personal Data to the Hosted Services and
providing said Personal Data to Julota for processing,
Customer warrants that it has: (i) legal authority to disclose
such Personal Data in compliance with Health Privacy
Laws; and (ii) if required by Health Privacy Laws, this Saas
Agreement, or Julota's Privacy Policy or other policies
provided to Customer in writing, the necessary
permissions, authorizations and consents from the Help
Seekers for the viewing and processing of their Personal
page 2 of 23
Julota
Julota® Saas Agreement
Data by Julota and its agents, third-party service providers, other
organizations utilizing the Hosted Services to provide assistance
to Help Seekers.
6.OWNERSHIP.
6.1 With the exception of Customer Data, the Platform, the
Hosted Services, and all information, reports, studies, object and
source code (including without limitation the Services and all
modifications, enhancements, additions, upgrades, or other
works based thereon or related thereto), flow charts, product
documentation, diagrams, specifications, methods and other
tangible or intangible material of any nature whatsoever
produced through or as a result of or related to any product,
service or deliverable (collectively, "Works") or development of
any data analytics or usage models hereunder, and all patents,
copyrights, trademarks and other proprietary rights related to
such Works and models, shall be the sole and exclusive property
of Julota, its Affiliates (defined below) or their third party
providers (collectively, "Julota Property"). Nothing in the Saas
Agreement shall convey to Customer any title to or ownership of
any Julota Property. Customer hereby irrevocably assigns and
transfers to Julota, its Affiliates or their third-party providers all
rights, title, and interest in any such Works and models. "Affiliate"
means an entity that controls, is controlled by, or under common
control with a Party, where "control" means the direct or indirect
ownership of more than 50% of the voting securities of such
entity or Party. No rights are granted to Customer hereunder
other than as expressly set forth herein.
6.2 To the extent permitted by law, Customer acknowledges
and agrees that Julota shall have the right to utilize data capture,
syndication, and analysis tools, and other similar tools, to extract,
compile, synthesize, and analyze any non-personally and non-
Customer identifiable data or information resulting from
Customer's use of the Services ("Statistical Data"). Statistical
Data may be collected by Julota for any lawful business purpose
without a duty of accounting to Customer, provided that the
Statistical Data is used only in an aggregated form, without
specifically identifying the source of the Statistical Data. Except
for the limited rights granted herein, at no time shall Julota
acquire any ownership, license, rights or other interest in or to
the Statistical Data, all of which shall, as between Customer and
Ju Iota, be and remain the confidential and proprietary information
of Customer.
6.3 Julota shall have a royalty-free, worldwide, transferable,
sub-licensable, irrevocable and perpetual license to incorporate
into the Services or otherwise use Statistical Data, any
suggestions, enhancement requests, recommendations or other
feedback Julota receives from Customer.
7.CUSTOMER OBLIGATIONS.
7.1 Process. Customer shall assign two (2) representatives
who will be responsible for all communications with Ju Iota related
to the use of the Services.
7.2 Conduct. Customer is and will be solely responsible for
its actions and the actions of its authorized users while using the
Services. Customer is and will also be solely responsible for the
actions of each Care Team and each of the Care Team's
officers, directors, members, employees, agents,
contractors, subcontractors and individual(s) related to
Customer's use of the Services or the provision of
assistance to any Help Seeker. Customer is and will be
responsible for all claims made by a Care Team related to
any transaction related to the Services. Customer
acknowledges and agrees that Julota is not liable for, or
responsible to, remediate any issues found on Customer's
network or in Customer's web traffic through the Services.
In addition to the conduct restricted in Section 3.2 (License
Restrictions for Customer), Customer agrees, on behalf of
itself and its authorized user(s) to: (i) abide by all laws and
regulations including, without limitation, all laws applicable
to any service Customer provides or any Care Tearn
provides to a Help Seeker and all laws applicable to the
transmission of technical data exported from the United
States through the Services and to wireless e-mail
marketing and advertising; (ii) not to upload or distribute in
any way content that contain viruses, corrupted files, or any
other similar software or programs that may damage the
operation of the Services or another's computer or mobile
device; (iii) not to use the Services for illegal, fraudulent,
unethical or inappropriate purposes; (iv) not to interfere or
disrupt networks connected to the Services or interfere with
the ability of others to access or use the Services; (v) not
to distribute, promote or transmit through the Services any
unlawful, harassing, libelous, abusive, threatening,
harmful, vulgar, obscene, pornographic, indecent,
defamatory, hateful, racially, ethnically, unwanted or
otherwise objectionable material of any kind or nature; (vi)
not to transmit or post any material that encourages
conduct that could constitute a criminal offense or give rise
to civil liability; (vii) not to interfere with another customer's
use and enjoyment of the Services or another entity's use
and enjoyment of similar services; (viii) not to engage in, or
permit others to engage in, contests, chain letters or post
or transmit "junk mail," "spam," "chain letters," or
unsolicited mass distribution of e-mail; and (ix) to comply
with all regulations, policies and procedures of networks
connected to the Services, Julota, or Julota's service
providers, as the same may be promulgated from time to
time; however, for regulations, policies and procedures
promulgated by Julota or Julota's service providers, Julota
must provide fourteen ( 14) days' written notice to Customer
of such regulations, policies and procedures before they
become effective. Julota may remove any violating data
on the website posted or stored using the Services or
transmitted through the Services, without notice to
Customer; however, Julota has no obligation to do so.
7.3 Customer shall maintain privacy policies on its
website and shall deliver printed hard copies of its privacy
policies to each Help Seeker prior to entering any
information about the Help Seeker through the Services.
Customer will ensure that its practices for storing and
safeguarding Help Seeker related information are
consistent with industry privacy, security standards and all
page 3 of 23
Julota
Julota® Saas Agreement
applicable legal requirements. Customer must obtain the
necessary authorizations and its privacy policy must include the
following disclosures and terms sufficient to allow for: (i) the
collection and processing of data from Help Seekers, including
any Personal Data from a Help Seeker; (ii) Julota's processing of
Help Seeker data; (iii) the use of Personal Data belonging to Help
Seekers as contemplated in the provision of the Services and in
the applicable SOW; (iv) the maintenance and retention of
Personal Data after assistance is rendered by Customer to a
Help Seeker; (v) the processing and sharing of Personal Data
and other data of Help Seekers with other organizations utilizing
the Hosted Services and by Care Teams; and (vi) the sharing
and utilizing of each Help Seeker's Personal Data and the
aggregate data derived therefrom by Julota. Customer shall be
solely responsible for obtaining and maintaining documentation
of any and all legally required written permissions, consents or
authorizations from Help Seekers before a Help Seeker's
Personal Data is provided to Julota or placed on the Platform.
Any and all information provided by Customer to Julota via the
Hosted Services or any other Services relating to any Help
Seeker's permissions, consents or authorizations shall be
accurate and valid. Customer shall notify Julota, on a form
provided and/or approved by Julota, of any restrictions on the
use or disclosure of a Help Seeker's Personal Data that
Customer is required to abide by to the extent that such
restriction may affect Julota's use or disclosure of that Help
Seeker's Personal Data. Customer shall notify Julota of any
changes in, or revocation of, the permission, authorization or
consent by a Help Seeker for Customer to disclose such Help
Seeker's Personal Data on the Platform. Notwithstanding the
foregoing revocation or change in authorization, Julota may
retain copies of that data in read only format to the extent
permitted by law in order to comply with its statutory or regulatory
requirements or to defend against a claim or complaint.
8.FEES AND TAXES.
8.1 Fees. Customer agrees to pay Julota the fees set forth
on the applicable SOW for the Services, in accordance with the
fees, charges, and billing terms set forth in this Agreement
collectively, "Fees"). All Fees are quoted in United States
currency. Except as otherwise provided in this Agreement, Fees
are non-refundable.
8.2 Additional Charges. Customer shall pay travel and living
expenses and other out-of-pocket expenses reasonably incurred
by Julota in connection with the Services. As applicable, such
out-of-pocket expenses shall be incurred in accordance with
Julota's then-current corporate travel and expense policy. If an
out-of-pocket expense is listed in an Exhibit, such expense may
be changed to reflect changes issued by the applicable vendor.
All expenses incurred by JuIota for which it seeks reimbursement
from Customer must be preapproved in writing by Customer.
8.3 Payments. Unless stated otherwise on the applicable
SOW, all Fees are due and payable by Customer within thirty
30)days after the invoice date. Any payment not received from
Customer by the due date shall accrue ( except with respect to
charges then under reasonable and good faith dispute), at the
lower of one and a half percent ( 1 %) of the outstanding balance
per month (being 12% per annum), or the maximum rate
permitted by law, from the date such payment is due until
the date paid. Customer shall also pay all sums expended
including, without limitation, reasonable legal fees) in
collecting overdue payments.
8.4 Taxes. All fees set forth in this Agreement are
exclusive of all taxes and similar fees. Customer shall be
responsible for and shall pay in full all sales, use, excise or
similar governmental taxes imposed by any federal, state,
or local governmental entity upon the fees charged the
Customer under this Agreement, exclusive, however, of
taxes based on Julota's income, which taxes shall be paid
by Julota. If any taxes for which Customer is responsible
hereunder are paid by Julota, Customer will promptly
reimburse Julota upon Customer's receipt of proof of
payment.
9.TERM. This Agreement commences on the
Effective Date and shall continue for one year, unless
earlier terminated in accordance with this Agreement.
Following the initial Term, this Agreement shall renew for
successive twelve (12)-month periods unless either party
provides written termination notice 60 days prior to the end
of the Term.
10.TERMINATION
10.1 Breach. Except as otherwise provided in this
Section 10, either party shall have the right to terminate this
Agreement or the applicable SOW upon written notice if the
other party has breached a material term of this Agreement
or the applicable SOW and has not cured such breach
within forty-five (45) days of receipt of notice from the non-
breaching party specifying the breach.
10.2 Insolvency. Either party shall have the right to
terminate this Agreement if (i) the other party has a receiver
appointed for it or its property; (ii) any proceedings are
commenced by the other party under a Chapter 7
bankruptcy; or (iii) the other party is liquidated or dissolved
10.3 Failure to Pay/Customer Conduct. Julota shall have
the right to suspend or terminate access to the Services, at
its sole option, with or without notice to Customer, if: (i) any
payment is delinquent by more than sixty (60) days, or (ii)
if Customer breaches Sections 3.2, 5 or 7 of this
Agreement
10.4 Immediate Termination. Julota may immediately
suspend or terminate this Agreement or the applicable
SOW, in its sole and absolute discretion, if Customer
violates Section 7.2 of this Agreement or violates or
misappropriates Julota's intellectual property rights related
to the Services.
10.5 Effect of Termination. Termination of this
Agreement will terminate all SOWs. Termination of an
individual SOW will only terminate that SOW and will not
result in the termination of this Agreement, unless the SOW
provides otherwise. Julota shall not be liable to Customer
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Julota® Saas Agreement
or any third party for suspension or termination of Customer's
access to, or right to use, the Services under this Agreement. If
Customer terminates this Agreement or an SOW pursuant to
Section 10.1 or if JuIota terminates this Agreement or an SOW
without cause, Customer will be obligated to pay the balance due
for the Services up to the date of termination. If Julota terminates
this Agreement or an SOW pursuant to Section 10.1 or if
Customer terminates this Agreement or SOW without cause,
Customer shall pay any unpaid fees through the date of
termination and shall pay any unpaid fees covering the
remainder of the term of all SOWs, if the Agreement is
terminated, or the applicable SOW, if only the SOW is
terminated. Upon the effective date of termination of this
Agreement for any reason, Customer's access to the Services
will terminate and Customer shall cease accessing and using the
Services immediately and Julota shall cease use immediately of
any Marks. Sections 3.2, 4, 5, 6, 8 through 16 and 18 of this
Agreement shall survive termination for any reason.
11. CONFIDENTIALITY.
11.1 Obligations. Each of the Parties agrees to maintain in
confidence any proprietary or non-public information of the other
Party, whether written or otherwise, disclosed by the other Party
in the course of performance of this Saas Agreement that a Party
knows or reasonably should know is considered confidential by
the disclosing Party ("Confidential Information"). The Parties
hereby agree the terms and conditions of this Saas Agreement,
and any discussions related to the Services shall be considered
Confidential Information. Confidential Information also includes:
i)trade secrets and proprietary information (including that of any
client, supplier or licensor); (ii) customer lists, client lists,
business plans, information security plans, business continuity
plans, requests for proposals or requests for information and
responses to such requests that the Parties may change after
the Effective Date, and proprietary software programs; and (iii)
any other information received from or on behalf of a disclosing
Party that is marked confidential or that the recipient of the
information could reasonably be expected to know is confidential.
The receiving Party shall not disclose, use, transmit, inform or
make available to any entity, person or body any of the
Confidential Information, except as a necessary part of
performing its obligations hereunder, and shall take all such
actions as are reasonably necessary and appropriate to preserve
and protect the Confidential Information and the Parties'
respective rights therein, at all times exercising at least a
reasonable level of care. Each Party agrees to restrict access to
the Confidential Information of the other Party to those
employees or agents who require access in order to perform their
obligations under this Saas Agreement and who agreed to be
bound by these obligations of confidentiality and non-disclosure.
Except as otherwise expressly provided in this Saas Agreement,
upon termination of this Saas Agreement for any reason, and at
the request of the disclosing Party, the receiving Party shall
promptly return or destroy (at the disclosing Party's option), all
copies of the other Party's Confidential Information.
Notwithstanding the foregoing, each Party may maintain archival
copies of Confidential Information for the applicable statutory
periods to the extent permitted by law.
11.2 Exclusions. Confidential Information shall not
include any information that is (i) already known to the
receiving Party at the time of the disclosure; (ii) publicly
known at the time of the disclosure or becomes publicly
known through no wrongful act or failure of the receiving
Party; (iii) subsequently disclosed to the receiving Party on
a non-confidential basis by a third Party not having a
confidential relationship with the other Party hereto that
rightfully acquired such information; (iv) communicated to
a third party by the receiving Party with the express written
consent of the other Party hereto; or (v) requests for
information pursuant to the Indiana Access to Public
Records Act, or any open-records or public disclosure laws,
provided an exemption to said disclosure or other law
superseding the requirement for disclosure does not apply,
and provided that the disclosure does not include data
solely stored in the Hosted Service. A disclosure of
Confidential Information that is legally compelled to be
disclosed pursuant to a subpoena, summons, order or
other judicial or governmental process shall not be
considered a breach of this Saas Agreement; provided the
receiving Party provides prompt notice of any such
subpoena, order, or the like to the other Party so that such
Party will have the opportunity to obtain a protective order
or otherwise oppose the disclosure. Notwithstanding
anything to the contrary in this Agreement, Confidential
Information shall not include PHI or Part 2 Data as those
terms are defined in the Business Associate Agreement,
which shall be governed by the Business Associate
Agreement.
12.WARRANTY.
12.1 Disclaimer of Warranties. EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, THE
SERVICES ARE PROVIDED "AS IS," AND, TO THE
MAXIMUM EXTENT PERMITTED UNDER APPLICABLE
LAW, JULOTA MAKES NO AND HEREBY DISCLAIMS
ALL OTHER WARRANTIES, REPRESENTATIONS,
IMPLIED WARRANTIES OR MERCHANTABILITY, WITH
RESPECT TO THE USE, MISUSE, OR INABILITY TO
USE THE SERVICES (IN WHOLE OR IN PART) OR ANY
OTHER PRODUCTS OR SERVICES PROVIDED TO
CUSTOMER BY JULOTA, OR OTHERWISE UNDER
THESE TERMS. WITHOUT LIMITING THE FOREGOING,
JULOTA DOES NOT WARRANT THAT ALL ERRORS
CAN BE CORRECTED, OR THAT USE OF THE
SERVICES WILL BE UNINTERRUPTED OR ERROR
FREE. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, JULOTA DISCLAIMS ALL LIABILITY FOR
ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS,
OR POOR USE CONDITIONS OF THE SERVICE DUE TO
INAPPROPRIATE OR DEFECTIVE EQUIPMENT,
DISTURBANCES RELATED TO INTERNET SERVICE
PROVIDERS OR TO THE SATURATION OF THE
INTERNET NETWORK, ERROR, OMISSION,
INTERRUPTION, DELETION, DEFECT, DELAY IN
OPERATION OR TRANSMISSION, COMMUNICATIONS
LINE FAILURE, OR THEFT OR DESTRUCTION OR
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UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER
COMMUNICATIONS, PROBLEMS RELATED TO THE
SERVICES OR ITS USE, LOSS OF PERSONAL CONTENT, OR
ANY OTHER REASONS. JULOTA ALSO EXPLICITLY
DISCLAIMS ANY WARRANTIES RELATED TO BUSINESS
RESULTS THAT MAY BE OBTAINED BY USE OF THE
SERVICES AND SPECIFICALLY STATES NO SUCH
REPRESENTATIONS ARE OR HAVE BEEN MADE TO
CUSTOMER. CUSTOMER WILL BE SOLELY RESPONSIBLE
FOR (I) ESTABLISHING AND MAINTAINING AN INTERNET
CONNECTION SUFFICIENT FOR THE SERVICES TO
FUNCTION PROPERLY, (II) THE CONTENT AND EFFICACY
OF ALL MARKETING INITIATIVES, AND (Ill) FULFILLING ALL
ITS OBLIGATIONS TO HELP SEEKERS IN CONNECTION
WITH THE USE OF THE SERVICES. CUSTOMER WILL
FOLLOW PROPER BACK-UP PROCEDURES FOR ANY
OTHER PROGRAMMING AND ALL DATA TO PROTECT
AGAINST LOSS OR ERROR RESULTING FROM THE USE OF
ANY EQUIPMENT OR THE SERVICES. CUSTOMER AGREES
THAT JULOTA AND THE PLATFORM AND SERVICES DO
NOT MAKE CLINICAL, MEDICAL OR OTHER DECISIONS OR
RECOMMEND, ENDORSE OR MAKE ANY MEDICAL,
CLINICAL OR RELATED REPRESENTATIONS OR
WARRANTIES. EXCEPT WITH RESPECT TO JULOTA'S
OBLIGATIONS HEREUNDER, CUSTOMER ASSUMES ALL
RESPONSIBILITY IN CONNECTION WITH DISCLOSING
CUSTOMER DATA ON THE PLATFORM.
12.2 Open Source. Parts of the software for the Services may
be subject to the GPL (General Public License) for open source
software, and all warranties are disclaimed for such parts by the
Free Software Foundation, Inc. See the GNU General Public
License for more details. Similarly, parts of such software may
be subject to the MIT License for open source software, and
therefore, the following restrictions: MIT grants permission, free
of charge to any person obtaining a copy of the software and
associated documentation files, to deal in the software without
restriction, including without limitation the rights to use, copy,
modify, merge, publish, distribute, sublicense, and/or sell copies
of the software, and to permit persons to whom the software is
furnished to do so, subject to the following conditions and
notwithstanding anything to the contrary in this Saas Agreement:
the software is provided "AS IS" without warranty of any kind,
express or implied, including but not limited to, the warranties of
merchantability, fitness for a particular purpose and non-
infringement, In no event shall the authors or copyright holders
be liable for any claim, damages or other liability, whether in an
action of contract, tort or otherwise, arising from, out of or in
connection with the software or the use of other dealings in the
software.
12.3 Mutual Warranties. Each party represents and warrants
that: (i) it does not have any contractual obligations that would
prevent it from entering into this Saas Agreement; and (ii) it will
comply with all laws and regulations directly applicable to its
performance of its obligations under this Saas Agreement or its
use of the Services.
13.INDEMNIFICATION.
13.1 Indemnification by Julota. Julota shall indemnify,
defend, and hold harmless Customer with respect to, and
at its option settle, any third party claim or suit based on
any third party claim or suit based on a claim that the
provision of the Services violate applicable law or that the
Services (excluding any third party software) violate,
infringe or misappropriate any United States patent,
copyright, trademark or trade secret and Julota shall pay
any final judgment entered against Customer in any such
proceeding or agreed to in settlement; provided (i) Julota is
promptly notified in writing of such claim or suit, (ii) Julota
or its designee has sole control of such defense or
settlement, and (iii) Customer gives all information and
assistance requested by Julota or such designee. To the
extent that use of the Services is enjoined, Julota may at
its option either (a) procure for Customer the right to use
the Services, (b) replace the Services with other suitable
products, or (c) refund the prepaid portion of the Fee(s)
paid by Customer for the Services or the affected part
thereof. Julota shall have no liability under this Section 13
or otherwise to the extent a claim or suit is based upon (1)
use of the Services in combination with software or
hardware not provided by JuIota if infringement would have
been avoided in the absence of such combination, (2)
modifications to the Services not made by Julota, if
infringement would have been avoided by the absence of
such modifications, or (3) use of any version other than a
current release of the Services, if infringement would have
been avoided by use of a current release.
THIS SECTION 13 STATES JULOTA'S ENTIRE
LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE
REMEDY FOR INTELLECTUAL PROPERTY VIOLATION,
INFRINGEMENT AND MISAPPROPRIATION CLAIMS
BASED ON THE SERVICES.
13.2 Indemnification by Customer. Customer shall
indemnify, defend, or at its option settle, any third party
claim or suit based on or arising out of a claim that
Customer materially breached its obligations under this
Saas Agreement. Customer shall pay any final judgment
entered against Julota in any such proceeding or agreed to
in settlement; provided (i) Customer is promptly notified in
writing of such claim or suit, (ii) Customer or its designee
has sole control of such defense or settlement, and (iii)
Julota gives all information and assistance requested by
Customer or such designee.
14.LIMITATION OF LIABILITY.
14.1 Limitation on Direct Damages. EXCEPT FOR
JULOTA'S INDEMNIFICATION OBLIGATIONS, IN NO
EVENT SHALL JULOTA'S AGGREGATE LIABILITY, IF
ANY, ARISING OUT OF OR IN ANY WAY RELATED TO
THIS AGREEMENT EXCEED THE FEES PAID BY
CUSTOMER FOR THE SERVICES FOR THE PERIOD OF
TWELVE (12) MONTHS PRIOR TO THE EVENT THAT
DIRECTLY GAVE RISE TO THE DAMAGES CLAIMED,
WITHOUT REGARD TO WHETHER SUCH CLAIM IS
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Julota® Saas Agreement
BASED IN CONTRACT, TORT (INCLUDING, WITHOUT
LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR
OTHERWISE.
14.2 Waiver of Consequential Damages. IN NO EVENT
SHALL JULOTA BE LIABLE FOR ANY INDIRECT, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING,
WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF
PROFITS, WITHOUT REGARD TO WHETHER SUCH CLAIM
IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT
LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR
OTHERWISE, EVEN IF JULOTA HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
14.3 No Liability for Wrongful Third-Party Disclosures.
Notwithstanding anything to the contrary herein, Julota will have
no liability to Customer or any other organization or individual
related to the wrongful disclosure by Customer, the Care Team,
a Community Partner or any director, officer, employee, agent or
service provider of the foregoing.
15.NON-SOLICITATION. During the term and for a period
of twelve (12) months thereafter, Julota and Customer shall not
knowingly, directly or indirectly, solicit, recruit, employ or contract
with any employees of one another.
16.INSURANCE. Julota will maintain (and shall cause each
of its agents, independent contractors and subcontractors
performing any services hereunder to maintain) at its sole cost
and expense at least the following insurance covering its
obligations under this Saas Agreement:
16.1 Commercial General Liability. With coverage of not
less than One Million Dollars ($1,000,000) each occurrence (for
bodily injury and for damage to property); including coverage for
premises and operations, contractual liability, broad form
property damage and products and completed operations and
Three Million Dollars ($3,000,000) in the aggregate.
16.2 Cyber Liability Insurance. With coverage of not less
than Three Million Dollars ($3,000,000) in the aggregate which
shall include at a minimum coverage for (i) unauthorized access
by an outside party, which may take the form of a "hacker attack"
or a "virus" introduced by a third party; (ii) failure to prevent a
party other than an insured from unauthorized access to, use of,
tampering with or introduction of malicious code into data,
programs or systems; and (iii) breach of Customer's data.
16.3 Policy Terms. Such insurance shall name Customer as
an additional insured. A blanket endorsement or an additional
insured endorsement evidencing the policy shall be provided to
Customer upon execution. Julota shall provide Customer with
written notice of any policy cancellation within thirty (30) days of
the receipt of such notice. Julota shall obtain replacement
insurance policies meeting the requirements of this Section 17.
17.GENERAL.
17.1 Notices. All notices to a Party shall be in writing and sent
to the addresses specified in this Saas Agreement (and in the
case of Julota, to the attention of the Chief Operating Officer) or
such other address as a Party notifies the other Party, and shall
be deemed to have been duly given when received, if
personally delivered; when receipt is electronically
confirmed, if transmitted by facsimile or email; three days
after it is sent, if sent for next day delivery by recognized
overnight delivery service; and upon receipt, if sent by
certified or registered mail, return receipt requested.
17.2 Governing Law and Jurisdiction. This Saas
Agreement shall be governed by the laws of the State that
the Customer is located, excluding its conflict of laws rules.
Each Party hereby irrevocably submits to the exclusive
jurisdiction of the state Courts within the County of
Hamilton located in the State of Indiana. Any provision of
this Saas Agreement held to be unenforceable shall not
affect the enforceability of any other provisions of this Saas
Agreement. Each Party further hereby waives any right to
jury trial in connection with any action or litigation in any
way arising out of or related to this Saas Agreement.
17.3 Dispute Resolution. Before initiating legal action
against the other Party relating to a dispute herein, the
Parties agree to work in good faith to resolve disputes and
claims arising out of this Saas Agreement. To this end,
each Party may request that the other Party designate an
officer or other management employee with authority to
bind such Party to meet to resolve the dispute or claim. If
the dispute is not resolved within 30 days of the
commencement of informal efforts under this paragraph,
either Party may pursue formal legal action. This paragraph
will not apply if expiration of the applicable time for bringing
an action is imminent and will not prohibit a Party from
pursuing injunctive or other equitable relief to which it may
be entitled.
17.4 Relationship of the Parties. The Parties to this
agreement are independent entities, and no agency,
partnership franchise, joint venture or employee-employer
relationship is intended or created by this Saas
Agreement.
17.5 Assignment. Neither Party may assign any of its
rights or obligations hereunder, whether by operation of law
or otherwise, without the prior written consent of the other
Party (not to be unreasonably withheld). Notwithstanding
the foregoing, either Party may assign this Saas
Agreement in its entirety (including all SOWs), without
consent of the other Party, in connection with a merger,
acquisition, corporate reorganization, or sale of all or
substantially all of its assets, provided that, in the case of
Customer, the assignment is not to a direct competitor of
Julota. In the event that either Party assigns its rights or
obligations hereunder, in violation of this Section, either
Party may at its election, terminate this Saas Agreement,
provided it does so within sixty (60) days of the date that
written notice of the assignment is provided to the non-
assigning Party. Subject to the foregoing, this Saas
Agreement shall bind and inure to the benefit of the Parties,
their respective successors and permitted assigns.
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17.6 Entire Agreement Between Julota and Customer.
This Saas Agreement, including all SOWs, exhibits and addenda
hereto, constitutes the entire agreement between the Parties and
supersedes all prior and contemporaneous agreements,
proposals or representations, written or oral, concerning its
subject matter. No modification, amendment, or waiver of any
provision of this Saas Agreement shall be effective unless in
writing and either signed or accepted electronically by the Party
against whom the modification, amendment or waiver is to be
asserted. However, to the extent of any conflict or inconsistency
between the provisions in the body of this Saas Agreement and
any SOW, exhibit or addendum hereto (including the Business
Associate Agreement), the terms of such SOW, exhibit, or
addendum shall prevail. Notwithstanding any language to the
contrary therein, no terms or conditions stated in a Customer
purchase order or other order documentation (excluding SOWs)
shall be incorporated into or form any part of this Saas
Agreement, and all such terms or conditions shall be null and
void. Further, notwithstanding the foregoing, terms of the SOW
that confiict with or are inconsistent with this Saas Agreement,
which conflict with statutory or regulatory requirements will not
control or supersede this Saas Agreement and such terms will
be deemed waived.
17.7 Force Majeure. Neither Party shall be in default if its
failure to perform any obligation under this Saas Agreement is
caused solely by supervening conditions beyond that Party's
reasonable control including, without limitation, acts of God, civil
commotion, war, strikes, labor disputes, third Party Internet
service interruptions or slowdowns, vandalism or "hacker"
attacks, acts of terrorism or governmental demands or
requirements.
17.8 No Third-Party Beneficiary Rights. This Saas
Agreement is not intended to and shall not be construed to give
any third party any interest or rights (including, without limitation,
any third party beneficiary rights) with respect to or in connection
with any agreement or provision contained herein or
contemplated hereby.
17.9 Headings. The headings of the sections of this Saas
Agreement are for reference only and shall not modify, define or
limit any of the terms or provisions of this Saas Agreement.
17.10 Severability. If any provision of this Saas Agreement
shall be held to be illegal, invalid or unenforceable, that provision
will be enforced to the maximum extent permissible so as to
affect the intent of the Parties and the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
17.11 Construction. This Saas Agreement has been
negotiated by the Parties and will be fairly interpreted in
accordance with its terms and without any strict construction in
favor or against any Party.
17.12 Counterparts and Signatures. This Saas Agreement
and any SOWs, exhibits, addenda and amendments may be
executed in counterparts, each of which shall be deemed an
original and which shall together constitute one instrument. Each
Party may execute this Saas Agreement and any SOWs,
exhibits, addenda Exhibit or amendment hereto in the form
of an electronic record utilizing electronic signatures, as
such terms are defined in the Electronic Signatures in
Global and National Commerce Act (15 U.S.C. § 7001 et
seq.). Customer and its affiliates will not dispute the validity
or authenticity of electronic signatures submitted to Julota
by Customer or its affiliates, nor will Customer or its
affiliates dispute the legal authority, validity or authenticity
of those who sign with such electronic signatures to bind
Customer and its affiliates. Electronic signatures by
Customer and its affiliates, as well as signatures by either
Party transmitted by facsimile or electronically via PDF or
similar file delivery method, shall have the same effect as
an original signature.
17.13 Federal Government End Use Provisions. If
Customer is a U.S. federal government end user, the
Services are a "Commercial Item" as that term is defined at
48 C.F.R. §2.101, consisting of "Commercial Computer
Software" and "Commercial Computer Software
Documentation", as those terms are used in 48 C.F.R.
12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R.
12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as
applicable, these Services are licensed to Customer with
only those rights as provided under the terms and
conditions of this Saas Agreement.
17.14 Non-Discrimination. Julota 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 Saas 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 Saas Agreement.
17.15 E-Verify. Pursuant to I.C. § 22-5-1.7 et seq.,
Julota 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. Julota is further required to execute the
attached Affidavit, herein referred to as Exhibit E, which is
an Affidavit affirming that: (i) Julota is enrolled and is
participating in the E-verify program, and (ii) Julota does
not knowingly employ any unauthorized aliens. This
Addendum incorporates by reference, and in its entirety,
attached Exhibit E. In support of the Affidavit, Julota shall
provide the Customer 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 Julota and delivered to the Customer's authorized
representative.
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Julota® Saas Agreement
Should JuIota subcontract for the performance of any work under
this Addendum, the Julota 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. Julota shall maintain a copy of such certification for the
duration of the term of any subcontract. Ju Iota shall also deliver
a copy of the certification to the Customer within seven (7) days
of the effective date of the subcontract.
If Julota, or any subcontractor of Julota, knowingly employs or
contracts with any unauthorized aliens, or retains an employee
or contract with a person that the Julota or subcontractor
subsequently learns is an unauthorized alien, Julota shall
terminate the employment of or contract with the unauthorized
alien within thirty (30) days ("Cure Period"). Should the Julota or
any subcontractor of Julota fail to cure within the Cure Period,
the Customer 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.
17.16 Debarment and Suspension.
17.16.1 Julota certifies by entering into this Saas 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
Saas 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 Saas 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 Julota.
17.16.2 Julota certifies that it has verified the state and federal
suspension and debarment status for all subcontractors
receiving funds under this Saas Agreement and shall be solely
responsible for any recoupment, penalties or costs that might
arise from use of a suspended or debarred subcontractor. Julota
shall immediately notify the Customer if any subcontractor
becomes debarred or suspended, and shall, at the Customer's
request, take all steps required by the Customer to terminate its
contractual relationship with the subcontractor for work to be
performed under this Saas Agreement.
Each party hereto, intending to be legally bound hereby, has
caused this Saas Agreement to be executed by its authorized
representative with effect from the Effective Date.
TouchPhrase Development, LLC d/b/a Julota
By: ____ _-____ _
Name: Scott Cravens
Title: CEO
Date: 2023-11 ...
CITY OF CARMEL, INDIANA ("Customer")
By and through its Board of Public Works and Safety
James Brainard, Presiding Officer
Date: ______________ _
Mary Ann Burke, Member
Date: _______________ _
Lori S. Watson, Member
Date: _______________ _
ATTEST:
Sue Wolfgang, Clerk
Date: ______________
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Julota® Saas Agreement
EXHIBIT A
Service Level Agreement
In performing the Services for Customer, Julota's level of performance shall be at least equal to or exceed the Service Levels set
forth in this Service Level Agreement (this "SLA") at all times during the Term of the applicable Statement of Work.
A.Definitions. Unless otherwise defined in this Addendum, the capitalized terms in this Addendum have the following
meaning. Defined terms that are not defined in this Addendum will have the same meaning as in the Agreement.
1."Authorized User" is a person who has been granted authority to use the Services by the Customer
Representative.
2."Availability" means that the Services are readily available to Customer and operating without material Error,
excluding any Outages and "Low" level incidents (defined below).
3."Customer Representative" means the single person that Customer has designated in writing to Julota to be its
Customer Representative. Customer may change the Customer Representative by written notice to Julota. Only
one person may be designated as Customer Representative at any time. In addition to the authority designated in
this Addendum, the Customer Representative is awarded all rights designated to Authorized Users (e.g., the
ability to contact the Support Desk). Only the Authorized Users may contact the Support Desk.
4."Emergency Maintenance" means the downtime required by Julota for upgrading or maintaining the Services;
provided, that Julota has given Customer at least twenty-four hours prior written notice of such downtime,
provided that Emergency Maintenance does not exceed five (5) hours per month, and provided that Emergency
Maintenance does not occur more than six (6) times per year.
5."Failure" means any failure of Julota to meet a Service Level requirement; but excludes those failures attributable
to a Force Majeure event.
6."Monthly Availability Percentage" means the amount equal to the total number of minutes (multiply the number
of calendar days in any given month by the product of 24 times 60) in the applicable calendar month, minus the
total Outage time for that month, then divided by the total number of minutes.
7."Outage" means the period (measured in minutes) that the Services are not readily available to Customer and/or
are operating with material Error; but shall not include: (i) Scheduled Downtime (which will not exceed ten (10)
hours in aggregate per month); (ii) emergency maintenance activities which will not exceed five (5) hours per
month; (iii) periods of unavailability attributable to Customer's negligent acts or omissions; or (iv) Customer's
failure to timely respond to Julota in connection with the resolution of any Problem.
8."Regular Release" means releases of minor product updates for upgrading or maintaining the Services;
provided that there shall be no more than two regular releases per week and downtime for these weekly releases
does not exceed fifteen (60) minutes for each release.
9."Scheduled Downtime" means the downtime required by Julota for upgrading or maintaining the Services;
provided, that (i) such downtime occurs between the hours of 22:00 MT USA and 5:00 MT USA (or such other
hours that Customer has previously and specifically approved in writing); and (ii) Julota has provided five (5)
business days prior written notice of such downtime. This may also be referred to as "Scheduled Maintenance".
iii)not to exceed 4 hours each month.
10."Support Desk" is a resource that provides administrative support and technical support to Authorized Users.
B.Technical Support.
1.Contact Methods. Julota will make available to the Authorized Users two means of contacting the Support Desk: an
email ("Support Email") and Web Portal.
1.Email Support: Julota-Support@julota.com
2.Web Portal: http://support.julota.com
2.User Support Hours. Unless otherwise stated, standard user support hours are Monday -Friday from 8 AM to 5
PM (Mountain Time) local time with the exception of state and Federal holidays. In the event calls or emails are
received outside of User Support Hours, Julota will address the Authorized User's query during User Support Hours
with the exception of Critical events (as discussed below).
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C.
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Julota® Saas Agreement
3.Technical support will be limited to the permissions of the Authorized User, which will be determined by the
Customer Representative pursuant to the "Protocol Authorization Form," a sample of which is attached as "Annex
A" in blank format. The permissions will be defined in the Protocol Authorization Form. The Protocol Authorization
Form will set forth the Authorized User's permissions granted to him or her.
4.At the time that the Authorized User contacts the Support Desk, the Authorized Users permissions will be verified in
order to determine the scope of support that may be granted. If the individual is not an Authorized User, the event
that s/he is attempting to report will be deemed unreported.
Severity Levels and Response Times. The following are a description of the service levels and the service level
response times:
1.Critical. An incident with a severity level of "Critical" is defined as one that produces an emergency situation (e.g.,
system down) in which the Services are substantially or completely non-functional or inoperable. In the event of a
Critical incident, the Authorized User shall contact the Support Desk to report the problem. If the reported event is
Critical and outside of User Support Hours, the Authorized User shall contact the Support Desk via the hotline at
888-445-1685, which is monitored 24x7x365, excluding State and Federal holidays. The Support Desk will contact
the Authorized User, who reported the incident within four (4) hours to diagnose and begin remediation of the event
and will use commercially reasonable efforts to resolve the event as soon as is reasonably possible under the
circumstances. Any Authorized User may contact the support desk to report a Critical incident, even if the issue in
question relates to a portion of JuIota that is not under the purview of the Authorized User's permissions. In this
case, the Support Desk will take the report of the issue, but will not contact the reporting user with resolution, but
instead, will contact the Customer Representative to report resolution.
2.High. An incident with a severity level of "High" is defined as one that produces a detrimental situation in which the
Services are usable, but materially incomplete; performance (response time) of the Services is degraded
substantially such that there is a severe impact on use under reasonable loads; one or more mainline functions or
commands is inoperable; or the use is otherwise significantly impacted. If the reported event is a High severity, the
Support Desk will contact the Authorized User who reported the event within eight (8) User Support Hours to
diagnose and begin remediation of the event, and will use commercially reasonable efforts to resolve the event with
five (5) business days. Any authorized user may contact the support desk to report any issue, even if the issue in
question relates to a portion of Julota that is not under the purview of the Authorized User's permissions.
Notwithstanding the foregoing, if the Authorized User that reported the event is not under the purview of the
Authorized User's permissions, the Support Desk will take the report of the issue, but will not contact the reporting
user with resolution, but instead, will contact the Customer Representative to report resolution.
3.Low. An incident with severity level of "Low" is defined as one that produces an inconvenient situation in which the
Services are usable but do not provide a function in the most convenient or expeditious manner and the Authorized
User suffers little or no significant impact. If the reported event is Low severity, JuIota will attempt to resolve the
event in a commercially reasonable manner in future maintenance releases. Only the Authorized User may contact
the support desk to report the issue.
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Julota
Julota® Saas Agreement
Basic Services Premium Services Elite Services
Coverage Business Hours Business Hours 24/7
Response Time
Critical 4 hours via hotline 2 hours via hotline 1 hour via hotline
High 2 business days via email or 1 business day via email or ½ business day via email or
web portal web portal web portal
Low 3 business days via email or 1 business day via email or 1 business day via email or
web portal web portal web portal
D.Availability and Responsiveness Customer
1.Monthly Availability Percentage. JuIota shall maintain Availability of the hosting Services in accordance
with at least the following Monthly Availability Percentage (as defined in this Exhibit B below):
2.
Monthly Availability Percentage
99.9%
Failure to meet Monthly Availability Percentage. In the event of a Failure by Julota to meet the Monthly
Availability Percentage set forth above in any calendar month during the Term, Julota shall issue Customer a
service credit ("Service Credit") as follows:
Performance Level Monthly Availability Service Credit
Percentage
1 Between 97% and 99.8% 2% of the monthly
subscription fees paid in the
month preceding the Failure.
2 Between 95% and 96.99% 3% of the monthly
subscription fees paid in the
month preceding the Failure.
3 Less than 94.99% 5% of the monthly
subscription fees paid in the
month preceding the Failure.
Customer shall have the right to immediately terminate this Agreement upon written notice to Julota if a) the
Monthly Availability Percentage falls below 85% for one calendar month, or b) the Monthly Availability
Percentage falls below 94.99% for two consecutive calendar months, or c) if the Monthly Availability
Percentage falls below 94.99% for five or more calendar months per calendar year.
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Julota
Julota® Saas Agreement
E.Plan Coverage
Coverage Basic Premium Elite
Services Services Services
Help Desk via Email/PortalSupport (standard supporthours) X X X
Email Access via Email/PortalSupport (standard supporthours) X X X
Training (one on one training: maximum 4 hours/month) X
Post Implementation Development X X X
225/hour) ($175/hour) ($150/hour)
Telephone supportfrom 8:00 am -5:00 pm (local time zone) X
Telephone support-24/7dedicated phone line for all hub users. X
X
Travel-if training not provided virtually (charged at
cost)
10 Community Partners engaged, trained, on boarded, and supported Xoncecontractprovidedperyear.
page 13 of 23
Julota
Julota® Saas Agreement
EXHIBIT B
City of Carmel Statement of Work No. 3
Service and Fees
This Statement of Work No. 3 ("SOW") is entered as of 12/15/2023 (the "Effective Date") by and between TouchPhrase Development,
LLC d/b/a Julota ("Julota") and the City of Carmel ("Customer"). Except as otherwise specifically provided herein, the terms and
conditions of the agreement between Julota and Customer dated 12/15/2023 (the "Agreement") are incorporated herein by reference.
Any capitalized term used but not defined in this SOW shall have the meaning first assigned to it in the Saas Agreement signed by the
Customer.
The term of this SOW is set forth in Appendix 1 to this SOW (the "SOW Term").
B.License and Deliverables:
C.
1.
2.
3.
4.
5.
Services: Julota will license to Customer access to a web-based and mobile integrated software for tracking services
provided to Help Seekers on the Platform, which is called "Julota Reach." Customer and its authorized users may
access the Services for the purpose of providing long-term Health Seeker contact, tracking, monitoring and care.
Customer will, through the administration panel of Julota Reach, create and authorize new authorized users. Julota
Reach software will allow Customer and its authorized users to communicate action steps necessary to integrate and
coordinate the care of Help Seekers.
Authorized Users: Authorized users may be individuals from Customer's organization or Care Teams and their
employees. Customer may authorize an unlimited number of authorized users to access Julota Reach through
Customer's license.
Usage and Storage: The amount of usage of the Hosted Services (not including enrollments) and data storage is
unlimited.
Excess Hosted Service Usage Fee: $0
Service Levels: Julota will provide general support to Customer and its Authorized Users for Julota Reach as
provided for in the SLA attached as Exhibit "A" to the Saas Agreement.
Fees and Expenses:
1.Fees and expenses will be as provided in Appendix 1 to this Statement of Work.
2.Payment: All payments under this SOW shall be paid within 45 days of the date on the invoice. Payments should
be made payable to "Julota" and sent to the following address:
TouchPhrase Development, LLC ( or TouchPhrase Development, LLC d/b/a Julota)
Attention: Accounting Department
102 S. Tejon St., Suite 1100
Colorado Springs, CO 80903
Email Contact: accounting@julota.com
Ju Iota may change the payment method provided it does so in writing to Customer. Payments not paid within 30 days of the date on the
invoice will be charged at the lower of one and a half percent ( 1 %) of the outstanding balance per month (being 12% per annum), or the
maximum rate permitted by law, from the date such payment is due until the date paid, whichever is lower. Customer shall also pay all
sums expended (including, without limitation, reasonable legal fees) in collecting overdue payments.
D.Service Changes:
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Julota® Saas Agreement
Julota reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to:
1.maintain or enhance (i) the quality or delivery of the Services for its customers, (ii) the competitive strength of or market for
Julota's services, or (iii) the cost efficiency or performance of the Services; or
2.to comply with applicable Law.
Notwithstanding the foregoing, in no event will such Ju Iota initiated changes result in increased cost to Customer during the term of this
sow.
Customer understands that daily and weekly Julota initiated changes may occur without advance notice and such changes are for the
purpose of bug fixes and minor improvements.
During the term of this SOW, Julota shall provide to Customer at no additional charge the following:
1.any and all changes that it develops with respect to the Services, unless such changes are considered optional to the Customer
and bear additional costs to Julota outside of costs for Julota initiated implementation and development;
2.any and all changes required by federal or state governmental, or professional regulatory mandates related to the Customer's
use of the Services; and
3.the Documentation associated with any changes.
Without limiting the foregoing, Customer may, at any time during the Term, request in writing changes to the Services. The Parties shall
evaluate the requested changes and, if agreed, implement all such requested changes in accordance with a mutually agreed change
order. No requested changes will be effective unless and until memorialized in a written change order signed by both Parties.
E.Subcontractors:
F.
G.
Julota may from time to time in its discretion engage third parties to perform Services (each, a "Subcontractor").
On-Site Resources:
Any Julota personnel visiting Customer's facilities shall comply with all applicable Customer policies regarding access to, use
of, and conduct within such facilities. Customer will provide copies of such policies to Julota upon request.
Customer Acknowledgments:
Customer shall be responsible for purchasing, acquiring and installing all hardware associated with the Agreement and this
SOW. Customer shall also be responsible for all training. Julota has no responsibility related to any of the hardware, including,
but not limited to, in-store hardware (iPads, cables, cases, etc.). Julota may advise Customer regarding proper deployment of
Services, but such advice is without warranty and provided "As Is".
H.Definitions:
1."Dataset Migration" is the process of selecting, preparing, extracting, and transforming data from one computer
storage system to another.
2."Monthly Active Client(s)" is a Help Seeker whose name has been added to the Hosted Services, through Customer's
subscription to the Services, for a service, encounter or enrollment for a particular month.
Each party hereto has caused this Statement of Work to be executed by its authorized representative as of the Effective Date.
TouchPhrase Development, LLC d/b/a Julota
By:
CITY OF CARMEL, INDIANA
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1--
Julota
Julota® Saas Agreement
Each party hereto has caused this Statement of Work to be executed by its authorized representative as of the Effective Date.
TouchPhrase Development, LLC d/b/a Julota
By: ___________ _
Name: _s_c_ott_c_r_av_e_ns ____ Date: ___ _
Title: CEO
CITY OF CAR-MEL, INDIANA ("Customer")
By and through its Board of Public Works and Safety
James Brainard, Presiding Officer
Date: _____________ _
Mary Ann Burke, Member
Date: _____________ _
Lori S. Watson, Member
Date: _____________ _
ATTEST:
Sue Wolfgang, Clerk
Date: _____________ _
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Julota
Julota® Saas Agreement
Appendix 1 to the Carmel Fire Department Statement of Work No. 3
This Appendix 1 to the Statement of Work No. 3 ("Appendix"), except as otherwise specifically provided herein, incorporates by reference
the terms of the Agreement and the SOW. Any capitalized term used but not defined in this Appendix shall have the meaning first
assigned to it in the SOW and, to the extent not defined in the SOW, then the meaning assigned to it in the Agreement.
The terms for Julota will provide the Services according to the following:
1.Term: The "Term" of the SOW shall be for one (1) year from the Effective Date (the "Initial Term"), after which date this
SOW shall automatically renew for successive 1-year periods, not to exceed five (5) years (each, a "Renewal Term"), or
until such time as either party elects not to renew this SOW by providing written notice of non-renewal to the other party
at least 60 days prior to the expiration of the Initial Term or the current Renewal Term.
2.Fees (the following fees do not include applicable taxes):
Name Units
Recurring Annual Fees Schedule (non-refundable)
Platform License Fee 1
Services 3
Crisis Response, Social Service, Fall Prevention
EMS/Social Services Hubs 1
1-Directional Interfaces 1
Annualized Monthly Active Clients 361
Surveys Module 1
Clinical Module 1
42 CFR Part 2 Compliant Workflows 1
CJIS Compliant Workflows 1
Support Services
Yearly Julota Essential Support Services 1
Discounts & Credits
Yearly Loyalty Discount 1
Credit 1
Price per Unit
3,831.00
380.00
3,150.00
1,300.00
5.25
990.00
990.00
2,000.00
2,000.00
5,250.00
100.00
1,200.00
Champion Discount
Total
Subtotal
3,831.00
1,140.00
3,150.00
1,300.00
1,895.25
990.00
990.00
2,000.00
2,000.00
5,250.00
100.00
1,200.00
17,296.25
1,300.00
6,000.00
15,246.25
page 17 of 23
Julota·
Julota® Saas Agreement
3.For the completion of the Dataset Migration, Customer is responsible for providing its "data dictionary," which provides
the name of the data fields in the old system, the definition of each data field, and the name of the field it is being moved
to on Juieta's system.
4.If Customer exceeds the estimated number of Monthly Active Clients during a year, it will not be charged for additional
Monthly Active Clients, but Julota reserves the right to adjust the fee for Monthly Active Clients in the following year.
5.At the end of the Initial Term and each Renewal Term, Julota may increase the charges set forth in this SOW. Julota
agrees to notify Customer in writing at least sixty (60) days prior to any such price increase.
6.Additional services listed above may be purchased at any time by Customer by providing written notice to Julota
requesting the additional services. The rates set forth above in the "Recurring Annual Fees Schedule" are valid if
ordered during the Term for Non-Recurring Term subscriptions and during the Initial Term for Auto-Renew Term
subscriptions. Thereafter, the rates will be at the then current rates set by Julota.
7.The fees in the "Recurring Annual Fees Schedule" are based upon anticipated usage forthe first year of the Term and
then based on anticipated or actual usage for any additional years following the first year of the Term.
8.The Data Warehouse services require a two-year commitment ("Data Warehouse Term"), which will commence on the
Effective Date of the SOW. Regardless of the term of the Agreement or the SOW, if the Agreement or SOW terminate
prior to the end of the Data Warehouse Term, Customer will remain responsible for the full cost of the Data Warehouse
Term.
Each party hereto has caused this Statement of Work to be executed by its authorized representative as of the Effective Date.
TouchPhrase Development, LLC d/b/a Julota
By: ___________ _
Name: Scott Cravens
Title: CEO
Date: ___ _
CITY OF CARMEL, INDIANA ("Customer")
By and through its Board of Public Works and Safety
James Brainard, Presiding Officer
Date: _______________ _
Mary Ann Burke, Member
Date: _______________ _
Lori S. Watson, Member
Date: _______________ _
ATTEST:
Sue Wolfgang, Clerk
Date: ______________ _
page 18 of 23
Julota
Julota® Saas Agreement
EXHIBIT C
Customer Trademark Guideline
Julota ® Is a registered trademark of TouchPhrase Development, LLC
Connecting Your Community® Is a registered trademark of TouchPhrase Development, LLC
page 19 of 23
Julota
Julota® Saas Agreement
Exhibit D
HIPAA Business Associate Agreement
This HIPAA Business Associate Agreement ("Agreement") is entered into and effective on 12/15/2021 ("Effective Date") by and
between Carmel Fire Department ("Covered Entity") and TouchPhrase Development, LLC d/b/a Julota ("Business Associate").
WHEREAS, Covered Entity is subject to the "HIPAA Rules," which for purposes of this Agreement shall include, as
each may be amended from time to time, the Privacy Rule, Security Rule, Breach Notification Rule and Enforcement Rule (45 CFR
Parts 160 and 164) promulgated by the United States Department of Health and Human Services and the Health Insurance
Portability and Accountability Act of 1996, Public Law 104-191, as amended; and
WHEREAS, Business Associate may maintain, transmit, create or receive Protected Health Information, as that term
is defined under the HIPAA Rules ("PHI"), of individuals in the course of providing services to Covered Entity. A description of the
services that Business Associate will perform for the Covered Entity is set forth in the Software as a Service License Agreement
entered into between the parties and effective on the Effective Date (the "Saas Agreement"). The parties desire to enter into this
Agreement to comply with the HIPAA Rules, 42 C.F.R. Part 2, as amended from time to time (the "Part 2 Rule"), and all applicable
state privacy and security laws.
THE PARTIES, INTENDING TO BE LEGALLY BOUND HEREBY, THEREFORE AGREE TO THE FOLLOWING:
1.Definitions
2.
Terms used, but not otherwise defined, in this Agreement, shall have the same meaning as those terms as defined in the
HIPAA Rules. The parties recognize that electronic PHI is a subset of PHI, all references to PHI in this Agreement shall
include electronic PHI. "Part 2 Data" means information that (a) would identify, directly or indirectly, an individual as having
been diagnosed, treated, or referred for treatment for a substance use disorder, such as indicated through standard
medical codes, descriptive language, or both, and/or (b) is subject to the Part 2 Rule. For purposes of this Agreement,
PHI" shall include Part 2 Data.
Obligations and Activities of Business Associate
a)Business Associate agrees to not use or further disclose PHI other than as permitted or required by this Agreement or
as required by law.
b)Business Associate agrees to comply with the HIPAA Rules, the Part 2 Rule, and state privacy and security laws, to
the extent applicable to Business Associate.
c)Business Associate shall use implement and maintain reasonable and appropriate administrative, technical and
physical safeguards to prevent the use or disclosure of the PHI other than as permitted by this Agreement and to comply
with the HIPAA Security Rule (Subpart C of 45 CFR Part 164).
d)Business Associate agrees to mitigate, to the extent practicable, any harmful effects that are known to Business
Associate of a use or disclosure of PHI by Business Associate or any of its Subcontractors in violation of the requirements
of this Agreement.
e)Business Associate agrees to report to Covered Entity any use or disclosure of PHI not permitted by this Agreement
of which it becomes aware, including a Breach of Unsecured PHI as required by 45 CFR 164.410, within ten ( 10) business
days from the date that Business Associate discovers such impermissible use or disclosure. Business Associate shall
presume that any impermissible use or disclosure of PHI is a potential Breach and shall not delay in reporting the
occurrence thereof to Covered Entity to determine whether a Breach has occurred. Covered Entity shall be responsible
for making any and all final risk assessment determinations with respect to potential Breaches of Unsecured PHI, including
determining whether there is a "low probability" that any potential Breach compromised the security or privacy of
Unsecured PHI.
n Business Associate agrees, in accordance with 45 CFR 164.502(e)(1)(ii) and 45 CFR 164.308(b)(2) to ensure that any
individual or entity that subcontracts with Business Associate to create, receive, maintain or transmit PHI received from,
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3.
Julota
Julota® Saas Agreement
or created or received by Business Associate on behalf of Company agrees to the same restrictions and conditions that
apply through the HIPAA Rules and this Agreement to Business Associate with respect to such information.
g)To the extent that Business Associate maintains a designated record set on behalf of Covered Entity, Business
Associate agrees to promptly provide access, at the request of Covered Entity, as necessary to allow Covered Entity to
meet the requirements under 45 CFR 164.524.
h)To the extent that Business Associate maintains a designated record set on behalf of Covered Entity, Business
Associate agrees to promptly make any amendment(s) to PHI that the Covered Entity directs as necessary for compliance
with 45 CFR 164.526.
i)Business Associate agrees to make internal practices, books, and records relating to the use and disclosure of PHI
received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity,
or at the request of the Covered Entity to the Secretary of the U.S. Department of Health and Human Services (the
Secretary"), within a reasonable time of such request for purposes of the Secretary determining Covered Entity's
compliance with the HIPAA Rules.
j)If Business Associate is required to make a disclosure of information because of a legal requirement, it will track such
a disclosure and will promptly provide information to Covered Entity that would be necessary for Covered Entity to respond
to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528.
k)Business Associate agrees that it will use or disclose only the minimal amount of PHI necessary to accomplish the
intended purpose.
I)Business Associate agrees to alert Covered Entity of any Security Incident of which it becomes aware.
m)To the extent Business Associate is to carry out one of Covered Entity's obligations under the Privacy Rule, Business
Associate agrees to comply with the requirements of the HIPAA Rules that apply to Covered Entity in the performance of
such obligation.
n)Compliance with the Part 2 Rule. To the extent Business Associate receives Part 2 Data from or on behalf of Covered
Entity, Business Associate will use Part 2 Data in compliance with the Part 2 Rule. Further, Business Associate will only
use Part 2 Data for the services Business Associate performs for or on behalf of Covered Entity under the Saas Agreement
and for no other purpose, unless such use is permitted by an applicable provision of the Part 2 Rule. Business Associate
shall not re-disclose Part 2 Data to any person or entity, unless such re-disclosure is permitted by the Part 2 Rule.
Permitted Uses and Disclosures by Business Associate.
a)Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI as requested by Covered
Entity to perform functions, activities, or services for, or on behalf of, Covered Entity provided that such use or disclosure
would not violate the HIPAA Rules if done by Covered Entity.
b)Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and
administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided that
such disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the
purpose for which it was disclosed to the person, and the person promptly notifies the Business Associate of any instances
of which it is aware in which the confidentiality of the information has been breached.
c)Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data aggregation services
to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B).
d)Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent
with 45 CFR 164.502(j)(1).
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Julota® Saas Agreement
4.OBLIGATIONS OF COVERED ENTITY
5.
a)Covered Entity shall notify Business Associate of any limitation(s) in its Notice of Privacy Practices to the extent that
such limitation may affect Business Associate's use or disclosure of PHI as permitted hereunder.
b)Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by any Individual
to use or disclose PHI, if such changes affect Business Associate's permitted or required uses and disclosures.
c)Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity
has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate's use
or disclosure of PHI, and Business Associate shall implement such restriction.
Permissible Requests by Covered Entity
Except as otherwise permitted by this Agreement, Covered Entity shall not request Business Associate to use or disclose
PHI in any manner that would not be permissible under the HIPAA Rules if done by Covered Entity.
6.Term and Termination
a)Term. The Term of this Agreement shall be effective as of the Effective Date and shall continue in full force and effect
until termination as set forth below.
b)Termination. This Agreement may be terminated at any time and for any reason by either party or at such time that
Business Associate ceases providing services to Covered Entity. This Agreement will be terminated automatically and
without notice upon termination or expiration of the Saas Agreement. In the event of termination or expiration of this
Agreement, to the extent feasible, Business Associate will return to Covered Entity or destroy, and, upon request, provide
Covered Entity with a copy of, all PHI received from Covered Entity and in the possession or control of Business Associate
or any of its Subcontractors.
c)Continued Safeguard of Information. Depending on the nature of Business Associate's services to Covered Entity, the
parties may mutually agree that immediate return or destruction of the information is infeasible. Under such
circumstances, Business Associate will extend the protections of this Agreement for as long as the information is
maintained and will limit further uses and disclosures to those purposes that make the return or destruction of the
information infeasible. When the information is no longer needed by Business Associate, the information will be returned
or destroyed. The Business Associate's obligations to continue to safeguard PHI hereunder shall survive the termination
of the Agreement. Any term or provision of this Agreement that, by its nature, is intended to survive the termination of this
Agreement, shall survive the termination of this Agreement, including, without limitation, Sections 2(c), (e), and (I), 6(c)
and 7 hereof.
7. Miscellaneous
a) No Third Party Beneficiary Rights. Nothing express or implied in this Agreement is intended to give, nor shall anything
herein give any person other than the parties and the respective successors or assigns of the parties, any rights, remedies,
obligations, or liabilities whatsoever.
b) Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect
or as amended, and for which compliance is required.
c)Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to
comply with the HIPAA Rules.
d)Assistance and Cooperation. The parties shall assist and cooperate with each other as necessary for each party to
comply with the Breach Notification Rule. Business Associate shall provide Covered Entity with such information as may
be required for Covered Entity to determine if an impermissible use or disclosure of PHI constitutes a Breach with respect
to such PHI, and as Covered Entity requests to notify affected Individuals of such event if so required under the Breach
Notification Rule. If Business Associate or any of Business Associate's Subcontractors is responsible for the
impermissible use or disclosure of PHI, Business Associate shall provide administrative support and other related
resources as may be reasonably necessary to cooperate with and assist Covered Entity, as reasonably requested by
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Julota® Saas Agreement
Covered Entity, to determine whether such impermissible use or disclosure of PHI constitutes a Breach and shall
reimburse Covered Entity for all costs and expenses reasonably incurred by Covered Entity to conduct a Breach analysis
of the underlying event(s) and, if Covered Entity determines that the impermissible use or disclosure of PHI resulted in a
Breach of PHI, all costs and expenses reasonably incurred by Covered Entity to carry out its obligations under the Breach
Notification Rule and to remediate the underlying event (such costs and expenses may include, without limitation,
administrative, legal and consultant expenses, expenses for postage and supplies, and reasonable credit monitoring
services offered to affected individuals). Notwithstanding anything to the contrary, Business Associate's obligations to
reimburse Covered Entity pursuant to this Section shall be in addition to, and not in lieu of, any and all other rights available
to Covered Entity hereunder, in equity and under applicable law.
e) State Law. Business Associate and Covered Entity shall comply with any provision or requirement concerning privacy
or security of information under any applicable state law or regulation that is more stringent than a similar provision or
requirement under the HIPAA Rules, the Part 2 Rule or this Agreement.
n Indemnification. To the extent not covered by insurance, Business Associate shall indemnify, defend and hold Covered
Entity harmless from any and all third-party claims, fines, losses, liabilities, costs and other expenses, including court costs
and reasonable attorneys' fees and disbursements, incurred by, threatened or levied against Covered Entity arising from,
out of or in connection with (i) any impermissible use or disclosure of PHI suffered or caused by Business Associate or
any of its Subcontractors, and/or (ii) Business Associate's breach or violation of its obligations under this Agreement.
g)Enforcement. If Business Associate breaches or threatens to breach any provision hereof, Covered Entity shall be
entitled to seek any and all relief available at law or in equity as a remedy for such breach or threatened breach, including
monetary damages, specific performance or injunctive relief, temporary or permanent, without the necessity of posting
bond. If Covered Entity seeks relief pursuant to this Section, Covered Entity shall be entitled to recover from Business
Associate all reasonable attorneys' fees and costs incurred by Covered Entity as a result thereof.
h)Notices. All notices, demands and other communications to be made by either party under this Agreement ("Notice")
shall be given in writing and shall be deemed to have been duly given if personally delivered or sent by confirmed facsimile
transmission, recognized overnight courier service which provides a receipt against delivery, or certified or registered mail,
postage prepaid, return receipt requested, to the other party at such party's address set forth in the Saas Agreement or
as otherwise provided by a party in accordance herewith. Notice shall be deemed effective, if personally delivered, when
delivered; if sent by confirmed facsimile transmission, when sent; if sent by overnight delivery, on the first business day
after being sent; and if mailed in accordance herewith, at midnight on the third business day after such Notice is deposited
with the U.S. Postal Service.
i)Entire Agreement. This Agreement supersedes all prior or contemporaneous agreements, written, oral or electronic,
between Covered Entity and Business Associate with respect to the subject matter hereof and contains the entire
understanding and agreement between the Parties with respect to the subject matter hereof.
COVERED ENTITY:
City of Carmel
BUSINESS ASSOCIATE:
TOUCHPHRASE DEVELOPMENT, LLC D/B/A JULOTA
James Brainard, Presiding Officer
Date: ______________ _
Mary Ann Burke, Member
Date: ______________ _
Lori S. Watson, Member
Date: ______________ _
ATTEST:
Sue Wolfgang, Clerk
Date: ______________ _
By:----'---'-"-· ---
Print Name: Scott Cravens
Title: CEO
2023-11-01Dated: ________ _
page 23 of 23
City of Carmel
ONE CIVIC SQUARE
CARMEL, INDIANA 46032-2584
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
35-6000972
Page 1 of1
PURCHASE ORDER NUMBER
110203
THIS NUMBER MUST APPEAR ON INVOICES, NP
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.
10/31/2023
VENDOR NO.
376556 L DESCRIPTION
JULOTA
VENDOR 102 S TEJON STREET
SUITE 1100
COLORADO SPRINGS, CO 80903 -
Carmel Police Department
SHIP 3 Civic Square
TO Carmel, IN 46032-
Don Kirch
PURCHASE ID
81999
QUANTITY
BLANKET CONTRACT PAYMENT TERMS FREIGHT
UNIT OF MEASURE
Department: 1110 Fund: 101 General Fund
Account: 43-515.02
1 Each Julota Impact software
Send Invoice To:
Carmel Police Department
Accounts Payable
3 Civic Square
Carmel, IN 46032-
DESCRIPTION UNIT PRICE
7,623.13
Sub Total
EXTENSION
7,623.13
7,623.13
PLEASE INVOICE IN DUPLICATE
DEPARTMENT
SHIPPING INSTRUCTIONS
SHIP PREPAID
c.o D SHIPMENT CANNOT BE ACCEPTED.
ACCOUNT
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
AND ACTS AMEN DATORY THEREOF AND SUPPLEMENT THERETO.ORDERED BY
CONTROL NO. 110203
TITLE
CONTROLLER
PROJECT
PAYMENT
PROJECT ACCOUNT AMOUNT
7,623.13
NP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P 0. 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.
Jim Barlow
Chief
James Crider
Directorof Administration
City of Carmel INDIANA RETAIL TAX EXEMPT Page 1 of 1
CERTIFICATE NO. 003120155 002 0 PURCHASE ORDER NUMBER
110220FEDERALEXCISETAXEXEMPT
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
11/2/2023 376556
JULOTA Carmel Fire Department
VENDOR 102 S TEJON STREET SHIP 210 Veterans Way
SUITE 1100 TO Carmel, IN 46032-
COLORADO SPRINGS, CO 80903 -
PURCHASE ID BLANKET I CONTRACT PAYMENT TERMS FREIGHT
82079
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE I EXTENSION
Department: 1120
Account: 44-632.02
1 Each
Fund: 102 Ambulance Capital Fund
Send Invoice To:
Carmel Fire Department
210 Veterans Way
Carmel, IN 46032-
DEPARTMENT
SHIPPING INSTRUCTIONS
SHIP PREPAID.
c.o.D. SHIPMENT CANNOT BE ACCEPTED.
Mental Health Software -CFD Portion
PLEASE INVOICE IN DUPLICATE
7,623.13 $7,623.13
Sub Total $7,623.13
ACCOUNT PROJECT j PROJECT ACCOUNT J AMOUNT
7,623.13PAYMENT
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.
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
CONTROL NO. 110220
Denise Snyder
TITLE Accreditation/Budget Administrator
CONTROLLER
RESOLUTION NO. BPW 11-15-23-01
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR
WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter
into contracts; and
WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe
City; and
WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard,
has caused to be signed the Agreement attached hereto (the “Contract”); and
WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
follows:
1. The foregoing Recitals are incorporated herein by this reference.
2. The receipt of the Contract is hereby acknowledged.
3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public
for review.
SO RESOLVED this day of , 2023.
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:
Sue Wolfgang, Clerk
Date:
Exhibit A
Facility Rental Agreement - Non-TicketedFacility Rental Agreement - Non-Ticketed
Facility Rental Agreement, dated as of Friday, July 14, 2023Friday, July 14, 2023, between the Center For The Performing Arts, Inc. (the "Center"), and City of CarmelCity of Carmel (the
"Rental Client") for the purposes of holding the event MLK Jr Day ProgramMLK Jr Day Program in the Tarkington Lobby, Tarkington Theater Tarkington Lobby, Tarkington Theater taking place on Thursday,Thursday,
January 11, 2024January 11, 2024. The Rental Client having its principal location for the transaction of business at One Civic Square, Carmel, IN 46033One Civic Square, Carmel, IN 46033 with the below
representative serving as the main agent for this Agreement:
Contact: Contact: Marissa Kay
Telephone Number: Telephone Number: 317-618-2799
Email: Email: mkay@carmel.in.gov
This Agreement consists of the text of this Agreement and each of the following:
Exhibit A – General Rules & Policies of the Center
Exhibit B – Marketing & Advertising Policies
Exhibit C – Production Policies
Exhibit D – Catering and Bar Service Policies
Exhibit E – Cancellation Policy
Exhibit F – Schedule of Events
Exhibit G – Preliminary Cost Estimate
The foregoing Exhibits are a part of this Agreement and are incorporated by reference into this Agreement as if fully set forth herein. They are binding
upon the Rental Client. Any of Exhibits A through EExhibits A through E may be amended by the Center at any time by giving the Rental Client at least two (2) weeks'
advance notice of the change. Exhibits F and GExhibits F and G may be amended only by the mutual written agreement of the Center and the Rental Client.
NOW, THEREFORE, whereas the Rental Client desires to host an Event at the Center and the Center is willing to permit the Rental Client to use the
Facilities (as defined below) for that purpose upon the terms and conditions set forth in this Agreement, in consideration of the mutual covenants
and agreements set forth herein, the parties hereby agree as follows:
1. SCHEDULE OF EVENTS & USE OF THE FACILITIES.
(a) Schedule of Events.Schedule of Events. The Rental Client will have the right to use the Palladium, the Tarkington and/or the Studio Theater ("Theater(s)" or
"Venue") as specified on the Schedule of EventsSchedule of Events attached hereto as Exhibit F Exhibit F (the "Schedule of Events"), solely for the purpose of hosting the
Event MLK Jr Day Program MLK Jr Day Program described on the Schedule of EventsSchedule of Events on the date(s) specified thereon. None of the Events, dates or other aspects
described on the Schedule of EventsSchedule of Events may be substituted or otherwise changed without the mutual written agreement of the Center and the
Rental Client.
(b) Use of The Facilities.Use of The Facilities. The Rental Client's right to use the Venue includes the rental space(s) noted above and such mechanical, electrical and
stage equipment as is located in the Venue (collectively, the "Facilities").
Nothing in this Agreement gives the Rental Client any leasehold interest or other exclusive possessory rights and the Center and/or REI Property
Management will retain control of the Facilities at all times.
The Rental Client shall at no time place its own locks on any portion of the Facilities or the Building in which they are contained (the "Building"),
except in the areas designated by the Center, if any. The Center and its directors, officers, employees, agents and other representatives reserve
the right to enter any part of the Facilities at any and all times, recognizing that due care will be taken not to interfere with scheduled Events.
The Rental Client shall not place any permanent signage (plaques, seat names, etc.) in the Building at any time. The Center retains all naming
rights for any and all portions of the Building.
Page Page 11 of of 1414
The Rental Client may not use any portion of the Facilities for any purpose other than expressly granted herein in connection with the Event
without the prior written consent of the Center, and upon the terms and conditions agreed to by the Center. The Rental Client shall not
authorize or engage with an external party to rent or use the Facility during the Event. All external parties should be directed to the Center's
Events Department.
No portion of the sidewalks, entrances, passages, vestibules, walls, or ways of access in or about the Facilities or the Building may be obstructed
by the Rental Client or used for any purpose other than ingress and egress to and from the Facilities.
Notwithstanding anything else herein to the contrary, if any Event shall, in the sole judgment of the Center, be prevented, interrupted or
interfered with by severe weather, a crime, action or declaration by the police or other public authorities, pandemic, epidemic, a strike or labor
dispute, or any other cause beyond the reasonable control of the Center, then the Center shall have the right, at its option, to cancel, delay or
stop any Event without any advance notice to the Rental Client, to turn off the lights and heat or air conditioning in the Building and to dismiss
the attendees.
(c) Duration of Event.Duration of Event. The Event will consist of the period between "Load-In" through the completion of "Load-Out" for each Event as specified
on the Schedule of EventsSchedule of Events. All Events, including production, tech, rehearsals and/or ancillary activities, will be scheduled at such times that are
mutually agreed upon between the Center and the Rental Client. The Rental Client may arrange with the Center to use the Facilities at such
reasonable times that will not conflict with other uses which the Center may desire to make of the Facilities.
(d) Center Rules and Policies.Center Rules and Policies. The Rental Client's obligations, responsibilities and actions under this Agreement are subject to the Center's rules
and regulations, including those set forth Exhibits A through EExhibits A through E attached hereto or as otherwise delivered to the Rental Client in writing from time
to time.
2. FEES & PAYMENTS.
(a) Preliminary Cost Estimate. Preliminary Cost Estimate. In exchange for the use of the Facilities and the services to be provided by the Center under this Agreement, the
Rental Client will pay to the Center the fees and costs set forth on the Preliminary Cost EstimatePreliminary Cost Estimate attached hereto as Exhibit GExhibit G (the "Cost
Estimate").
(i) Any total amounts for variable costs set forth on the Cost EstimateCost Estimate are estimates only, based upon information available at the date of
this Agreement. Final invoices will be based upon Event costs as billed, including labor costs for actual personnel/hours worked and other
billable services and equipment provided.
(b) Advance Deposit(s).
(i) Prior to the Event, the Rental Client will pay to the Center a non-refundable, non-transferablenon-refundable, non-transferable deposit as outlined on the Cost EstimateCost Estimate
(the "Deposit"). The Deposit will be credited against the final invoice described below.
(ii) Unless otherwise arranged, the balance as itemized on the attached Cost EstimateCost Estimate is hereinafter referred to as "the Second Deposit" and
shall be payable no later than ten (10) business days prior to the "Load-In" date of event.
(c) Payments. Payments. All amounts payable by the Rental Client hereunder shall be due and payable within thirty (30) business days after the date of
the applicable invoice, payable in cash, money order, credit card, debit card, business check or by certified bank check and without further
notice, abatement, deduction or off-set whatsoever. Unless otherwise specified in writing, invoices not paid within 30 days will accrue interest at
1.5% per month.
(d) Cancellation Policy.Cancellation Policy. In the event that any confirmed date(s) as listed on the Schedule of EventsSchedule of Events are cancelled or postponed by the Rental
Client, the Rental Client shall be subject to the terms listed in Exhibit EExhibit E ("Cancellation Policy.")
3. PRODUCTION SERVICES; STAFFING AND PERSONNEL POLICIES.
(a) Control of Facilities. Control of Facilities. The Center's President/CEO and/or Vice President of Events and/or other designated staff members of the Center
and/or REI Property Management will be in control of the Facilities at all times.
(b) A duly authorized representative of the Rental Client must be present at the Facilities at "Load-In" of the Event through the conclusion of
Event.
(c) Stage Crew and Attendant Services. Stage Crew and Attendant Services. All work in connection with any Event must be done under the supervision of, and with the prior
approval of, the Center and the expense of such work will be borne solely by the Rental Client, except as may be otherwise set forth on CostCost
Estimate.Estimate. All attendant services will be furnished by the Center, at the sole expense of the Rental Client, except as may be otherwise set forth on
Page Page 22 of of 1414
the Cost EstimateCost Estimate. The Center will make all arrangements with and negotiate with all attendant services providers or their representatives. The
Center uses professional stage crew and other personnel. Wage rates are subject to change – any wage rate increase or change in work rules
that occur between the time of the execution of this Agreement and the end of the Event will be payable by the Rental Client, except as may be
otherwise set forth on the Cost EstimateCost Estimate. The Center reserves the right to determine crew sizes and work schedules in order to maintain the
safety and professional standards of the Center. The Rental Client will comply with the "Meal Break Policies" and other policies set forth in the
Exhibit CExhibit C ("Production Policies") attached hereto.
(d) Front of House Staffing and Security.Front of House Staffing and Security. The Center reserves the right to assign all or a combination of the following services to be charged to
the Rental Client (except as may be otherwise set forth on the Cost EstimateCost Estimate): House Manager, Event Manager, Ushers and Security which may
include a uniformed police officer. The cost for these services will depend upon staff level needs and the service company(s) employed.
Overtime will be charged for employees working more than eight (8) hours.
(e) Rental Client Responsible for its Representatives. Rental Client Responsible for its Representatives. The Center will not be responsible for the Rental Client's Representatives or others under
the Rental Client's control and the Rental Client hereby assumes all responsibility and liability for such persons under all applicable federal,
state, and local laws, including, but not limited to those relating to taxes, withholding, unemployment compensation or insurance, social
security, workers' compensation, disability benefits, employment of minors, employment of individuals requiring visas or working permits.
(f) Overtime/Double-Time Policy: Overtime/Double-Time Policy: Overtime shall be calculated based on actual hours worked in a day/week and not based upon the four-hour
minimums in place. After an employee works more than eight (8) hours in a day or forty (40) hours in a week, any additional hours will be
charged at the overtime rate. Any hours worked between 1 a.m. and 7 a.m. shall be charged at the applicable double-time rate. Because holidays
are not usual and customary event days, any labor so incurred shall be billed at the double-time rate. Holidays include: New Year's Day, Martin
Luther King, Jr. Day, Easter, Memorial Day, Independence Day, Labor Day, Thanksgiving Wednesday, Thanksgiving Day, Thanksgiving Friday,
Christmas Eve, Christmas Day and New Year's Eve.
4. INTELLECTUAL PROPERTY RIGHTS.
(a) Rental Client Responsible. Rental Client Responsible. The Rental Client will be solely responsible to obtain all necessary rights and pay all costs arising from the use of
patented or copyrighted materials, equipment devices, processes of dramatic rights used or incorporated in the conduct of each Event in
connection therewith. The Rental Client will be solely responsible for obtaining any and all necessary public performance rights and/or pay
licensing/royalty fees for any and all performances (e.g., licensed theatrical performance rights and/or licensed concert performance royalties
such as ASCAP, BMI, SESAC). The Rental Client will secure, at least fifteen (15) days prior to each production run, any and all consents, licenses,
certificates, permits that may be required for any Event and/or for use of any motion picture, television, radio broadcasting or recording, and/or
for use of machines or equipment in connection therewith. The Rental Client will indemnify the Center for all Losses (as hereinafter defined) that
may be incurred by the Center or any other person in connection with any of the foregoing, as provided for in Section 5Section 5 below.
(b) Recording or Broadcasting of Events. Recording or Broadcasting of Events. Excluding commercial projects subject to terms and conditions as may be mutually agreed upon,
photographing, audio/video recording, broadcasting and/or telecasting of the Event rehearsal, or parts thereof, by the Rental Client will be
permitted; provided, however,provided, however, that these activities shall be subject to any conditions, limitations, performance rights, licensing requirements,
etc. that may be applicable under other terms of this Agreement or any other third-party agreement.
5. LOSSES OR DAMAGE; INDEMNITY; ETC.
(a) Standard of Care; Compliance with Laws and Regulations Standard of Care; Compliance with Laws and Regulations. The Rental Client will use the Facilities and conduct all of its activities in
connection with the Event in a careful, safe, lawful and proper manner and will be solely responsible for all Losses (as defined below) that may
be incurred by the Center by reason of any act or omission by the Rental Client or its representatives, contractors, invitees or licensees
(collectively, the "Rental Client Representatives"), including, without limitation, any bodily injury (including death) or property damage to the
Facilities or any part of the Building caused by an act or omission any Rental Client Representative, including any person admitted to the
Building for the Event.
(b) The Rental Client will be responsible to cause all Rental Client Representatives to abide by the rules and policies of the Center described
herein as well as all laws, rules and regulations of federal, state and municipal governmental and regulatory authorities applicable to the use
and occupancy of the Facilities, and to ensure that the Rental Client Representatives will not engage in any activity or take any action that
would adversely affect the insurance coverage or the rating for insurance for the Building, or which would result in a breach of any union
contract or labor agreement covering any person or persons performing work, labor, or providing services at the Building.
(c) Insurance. Insurance. The Rental Client must maintain in full force and effect a policy of general public liability insurance against liability for bodily
injury (including death) or property damage in or about the Building, for not less than $1,000,000 combined single limit for bodily injury
(including death) and $1,000,000 for property damage (or such other amount as the parties may otherwise agree). Not later than fifteen (15)
days prior to the Rental Client's first use of the Facilities, the Rental Client must deliver to the Center a current certificate of insurance
Page Page 33 of of 1414
demonstrating that the foregoing insurance is in place and naming the Center For The Performing Arts the Center For The Performing Arts and the City of Carmelthe City of Carmel as additional
insured.
Click this link to apply for a Certificate of Insurance: https://www.theeventhelper.com#u8VPaZhttps://www.theeventhelper.com#u8VPaZ
(d) Licenses and Permits. Licenses and Permits. In addition, the Rental Client will obtain from the City of Carmel, Indiana, any other necessary governmental or
regulatory bodies any licenses or permits that may be required in connection with the Event and will deliver copies to the Center at least fifteen
(15) days prior to the Rental Client's first use of the Facilities.
(e) Indemnity. Indemnity. The Rental Client hereby agrees to indemnify and hold harmless the Center and its directors, officers, employees, affiliates,
agents and representatives, from and against any liability, loss, damage, claim, cost or expense (including, without limitation, expenses of
investigation and defense, penalties and reasonable attorney's fees and disbursements), liens or other obligations of any nature whatsoever
(collectively, "Losses"), incurred by any of them and arising out of or based upon:
(i) any breach of this Agreement by the Rental Client or any Rental Client Representative;
(ii) any bodily injury (including death) or property damage in or about the Building caused by any act or omission of the Rental Client or
any Rental Client Representative;
(iii) the use of any intellectual property by the Rental Client as provided for in Section 4Section 4 above; or
(iv) any other act done, omission, or words spoken by the Rental Client or any Rental Client Representative.
(f) Offset Rights. Offset Rights. Without limitation of the Center's other rights and remedies, the Rental Client agrees that the Center may withhold and retain
the Deposit any Losses incurred by the Center and for which the Rental Client is responsible hereunder.
(g) Liability of the Center. Liability of the Center. The Rental Client agrees that, except as set forth in Section 6(d)Section 6(d) below, neither the Center nor any of its directors,
officers, employees, affiliates, agents and other representatives, shall have any liability to the Rental Client, any Rental Client Representative or
any other person in any way relating to or arising out of the Event or the matters to which this Agreement relates, except to the extent that it
shall have been finally determined that the same resulted from the Center's own gross negligence or willful misconduct.
6. DEFAULT AND TERMINATION.
(a) This Agreement may be terminated:
(i) by the Center, if the Rental Client fails to pay any amount required to be paid under this Agreement when due, or otherwise breaches or
fails to observe any term, condition, or covenant of this Agreement;
(ii) by the Center, if the Rental Client ceases to conduct its business, liquidates or dissolves, becomes subject to any bankruptcy or other
insolvency proceeding, or is known to be experiencing insolvency or material credit issues in the course of its business with other creditors;
(iii) by the Center, if the Rental Client's actions or inactions with respect to securing rights of any kind or nature to conduct the Event create
any actual or potential liability for the Center.
(iv) by either party, if the Facilities or Building are destroyed, severely damaged or otherwise rendered unfit for Events for any reason other
a breach of the Agreement by the terminating party
(b) In addition, if any Event shall, in the sole judgment of the Center, be prevented, interrupted or interfered with by severe weather, a crime,
action or declaration by the police or other public authorities, pandemic, epidemic, a strike or labor dispute, or any other cause beyond the
reasonable control of the Center, then the Center shall have the right, at its option, to terminate this Agreement either in its entirety or with
respect to the affected Events.
(c) In the event of any termination of this Agreement pursuant to Section 6(a)Section 6(a) above, the terminating party shall forthwith give written notice
thereof to the other party and this Agreement shall terminate, and the transactions contemplated hereby shall be abandoned, without further
action by either of the parties hereto.
(d) If this Agreement is terminated, all rights of the Rental Client to use the Facilities for the Event or part thereof affected will immediately
cease and the Center will have the right to license the use of the Facilities for other purposes.
Page Page 44 of of 1414
(e) No termination of this Agreement will relieve the Rental Client from liability for any breach of this Agreement which occurred prior to such
termination or will terminate the Rental Client's indemnification and other obligations under Section 6Section 6 hereof. If this Agreement is terminated
by the Center pursuant to Section 6(a)(i), (ii) or (iii),Section 6(a)(i), (ii) or (iii), the Rental Client will remain liable to the Center for all Losses caused thereby.
(f) If this Agreement is terminated by either party pursuant to Section 6(a)(iv)Section 6(a)(iv) or by the Center pursuant to Section 6(b)Section 6(b), then the Center will
refund a pro rata portion of any fees previously paid by the Rental Client pursuant to the terms of this Agreement applicable to the cancelled
Event, and the Center shall have no further liability hereunder or otherwise. In no event will the Center be responsible for any consequential,
incidental or indirect damages, lost profits, special or exemplary damages or other similar damages of any type.
(g) Neither the Center nor the Rental Client shall be deemed in violation of this Agreement if it is prevented from performing any of the
obligations hereunder by reason of any event or circumstance referred to in Section 6(b)Section 6(b) or any other similar event or circumstance, including
curtailment of transportation facilities, strikes, boycotts, labor disputes, embargoes, shortages of material, acts of God, acts of public enemy,
acts of sabotage or any other circumstances for which it is not responsible or which are not within its reasonable control.
(h) No failure or delay on the part of either party hereto in the exercise of any right hereunder shall impair such right or be construed to be a
waiver of, or acquiescence in, any breach of any covenant or agreement herein, nor shall any single or partial exercise of any such right preclude
other or further exercise thereof or of any other right. Except as otherwise set forth in Section 6(f)Section 6(f), all rights and remedies existing under this
Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
7. FORCE MAJEURE
Force Majeure clause shall provide protection to both Rental Client and Center in the event that the Event is prevented due to an Act of God /
"Force Majeure Event" beyond the reasonable control of a Party to this agreement. If such bona fide "Force Majeure Event" conditions exist, then
each party shall be relieved of its obligations hereunder with respect to the Event so prevented on account of such cause. If such is the case,
neither the Rental Client nor the Center shall be under any obligation to present the Event at a different time, except that upon mutual
agreement of parties, the Rental Client shall use its best efforts to re-schedule the Event within a 12-month period on the same terms and
conditions set forth herein, subject to Rental Client's availability and Venue's available dates.
"Force Majeure Event""Force Majeure Event" shall mean any one or more of the following acts or conditions that make any Event by Rental Client contemplated by
this Agreement impossible, infeasible or unsafe:
Acts of God; act(s) or regulation(s) of any public authority or bureau; pandemic, epidemic; civil tumult; act(s) of the public enemy; act(s) or
threats of terrorism; insurrections; riots or other forms of civil disorder in, or around, the Event venue; embargoes; labor disputes (including,
without limitation, strikes, lockouts, job actions, or boycotts); fires; explosions; floods; shortages of energy or other essential services; failure of
technical facilities; failure or delay of transportation; death, disability, illness, injury or other similar or dissimilar causes beyond the control of
Rental Client which make any Event contemplated by this Agreement impossible, infeasible or unsafe.
8. MISCELLANEOUS AND GENERAL.
(a) Miscellaneous Miscellaneous. Each party hereto shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the
transactions contemplated hereby. This Agreement (including its Exhibits) constitutes the entire agreement, and supersedes all other
agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
This Agreement may be modified or amended only by a written instrument duly executed and delivered by each of the parties hereto (except as
otherwise provided in the second paragraph hereof with respect to certain Exhibits).
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and
is not intended to create any obligations to, or rights in respect of, any persons other than the parties hereto and their respective successors
and permitted assigns.
The covenants and agreements of the parties contained in this Agreement shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby. This Agreement shall be governed by and construed in accordance with the law of the
State of Indiana, without regard to the conflicts of laws principles thereof. Any action brought by either party relating in any way to this
agreement shall be brought in the state court located in Hamilton County, Indiana.
In the event that it becomes necessary for any party to bring legal action against to enforce this agreement or any provision thereof, the
prevailing party shall be entitled to recover the reasonable costs and attorney's fees incurred by the party in enforcing this agreement.
This Agreement may be executed in the original or by fax or electronic transmission of a .PDF file containing an executed signature page, in any
Page Page 55 of of 1414
number of counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same instrument.
(b) No Assignment by Rental Client.No Assignment by Rental Client. The Rental Client may not assign or delegate this Agreement or any interest therein to any other person
without the prior written consent of the Center in its discretion.
(c) Independent Contractors. Independent Contractors. The Center and the Rental Client are independent contractors and neither this Agreement nor any act of the
parties hereto shall be construed as creating or establishing a partnership, joint venture or association of any type between the Center and the
Rental Client.
(d) Notices. Notices. All notices given or made pursuant to this Agreement will be in writing and will be deemed to have been duly given on the date
delivered, if delivered personally, on the fifth business day after being mailed by registered or certified mail (postage prepaid, return receipt
requested), in each case, to the parties at the following addresses, or on the date delivered by electronic transmission to the fax number
specified below with follow-up telephone confirmation of receiptwith follow-up telephone confirmation of receipt (or at such other address or fax number for a party as may be specified by
notice given in accordance with this Section): (a) if to the Center to the Center's President/CEO and/or Vice President of Event Production, at the
Center For The Performing Arts, 1 Carter Green, Carmel, Indiana 46032, fax number: (317) 574-1862; and (b) if to the Rental Client, to the Rental
Client at its address for notices set forth in the Schedule of EventsSchedule of Events.
Notice Sent by Email Shall be Accepted, in Accordance with, and Subject to the Following Policy. Notice Sent by Email Shall be Accepted, in Accordance with, and Subject to the Following Policy. Electronic Transmission of Notice by email shall
require an Acknowledgement of Receipt by the receiving party for such transmission to be considered to have been delivered. An
Acknowledgement of Receipt may be in the form of an email reply, or other such written notice. Such Acknowledgement of Receipt shall be
made by recipient without undue delay; however, it remains the Sender's responsibility for any follow- up action that may be necessary to
ensure that such Electronic Transmission of Notice has actually been received by the intended party. In any case, the absence of an
Acknowledgement of Receipt shall be deemed to mean that such Electronic Transmission of Notice was not received.
(e) Confidential Information. Confidential Information. The Rental Client agrees that this Agreement and the terms hereof shall be kept strictly confidential by the Rental
Client and neither the Rental Client nor Rental Client Representative(s) will disclose or use, in any manner, this Agreement or any other
confidential or proprietary information concerning the Center or its operations unless expressly authorized in writing by the Center or as
required by applicable law or legal process (in which case the Rental Client shall first advise the Center of such requirement and the parties will
work together to limit the scope of such disclosure).
(f) Binding Agreement. Binding Agreement. This Agreement shall not be binding upon the Center, and the Facilities are not secured for any of the dates described
herein, until this Agreement has been signed by both the Center and the Rental Client and any required Deposit has been duly received by the
Center on or prior to the "Due Date" as set forth in the Cost EstimateCost Estimate.
(g) Waiver of Jury Trial. Waiver of Jury Trial. Each party hereto hereby irrevocably waives any right to have a jury participate in resolving any suit, action or
proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby.
(h)IRS Form W-9. IRS Form W-9. In the event a refund is due to Rental Client, the Center will require Rental Client to have a current IRS Form W-9 on file.
(i) Sales Tax Exemption. Sales Tax Exemption. If Rental Client is a tax-exempt, non-profit organization, an IRS designation letter and/or Indiana tax exemption letter
must be provided with the return of the signed contract. Otherwise, the for-profit facility rental rate in effect and 7% Indiana State Sales Tax
shall be due.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES APPEAR ON FOLLOWING PAGE]
Page Page 66 of of 1414
EXHIBIT A
General Rules & Policies of the CenterGeneral Rules & Policies of the Center
a. Rental Client, Rental Client Representatives, and all guests attending the events will be required to follow the Center's policies for safety and
health including, but not limited to, COVID-19 protocols in place at the time of the event.
b. The Center is a non-smokingnon-smoking facility in all areas.
c. Beverages may be consumed within the Theater(s) or Venue; however, no food may be consumed in the Theater(s) or Venue unless
previously approved or sold by the Center.
d. The Rental Client agrees that it will not practice, advocate or permit discrimination and admission to and seating for all Events will be
without regard to race, color, age, sex, sexual orientation, religion, national origin, disabilities, or any other unlawful discriminatory
standard.
e. No collections or solicitations may be made in or about the Building by or on behalf of the Rental Client without the express written consent
of the Center.
f . The Center, or the Center's authorized concessionaire, has the exclusive right, at all times, and wherever it desires to sell or distribute any
and all food, beverages, and services during the Event.
g. The Center may, in its sole discretion, allow the Rental Client to sell souvenir books, recordings, or related event merchandise articles,
provided such activities are restricted to designated areas in the Building, and that such privilege is subject to revocation by the Center.
When permission is granted, all concessions will be administered under the policies of the Center. It is the responsibility of the Rental Client
to remit applicable sales taxes/corresponding reports to the appropriate taxing authorities. A revenue split will be as follows:
i. Soft Goods: 80% to Rental Client, 20% to the Center
ii. Recorded Media: 90% to Rental Client, 10% to the Center
h . The Center, or any person authorized by the Center, may at any time and from time to time during the Event install and maintain in the
Facilities such exhibitions and displays as selected by the Center, provided that such exhibitions and displays do not obstruct fulfillment of
the terms of this Agreement or conflict with any policies/restrictions of REI Property Management.
i. Photographs taken at the Venue for personal use are permitted. All photographs that will be submitted for publication require the prior
written approval of the Center.
j. Rental Client must provide advance notice to the Center regarding delivery and pick up schedules for items and services not contracted
through the Center. All associated costs will be the responsibility of the client. The Center is not responsible for items ordered outside of
Agreement or for ensuring safety of said items. Items may be delivered between 9 a.m. and 5 p.m. Monday – Friday. All items carried into or
out of the Theater(s) or Venue are subject to inspection by the Center. Client must provide contact information for all outside vendors no
later than ten (10) days prior to event.
k. Rental Client must obtain approval from the Center for all decorations, including placement, before the event. All décor and signs must be
freestanding. All décor shall be removed by the Rental Client immediately following the Event. The Center will not be responsible for décor
left after the Event. Violation of this provision shall result in a mandatory $500 cleaning fee to be paid by the Rental Client.
I have read and understand the policies on Exhibit A I have read and understand the policies on Exhibit A ___________ ___________
Page Page 88 of of 1414
EXHIBIT B
Marketing & Advertising PoliciesMarketing & Advertising Policies
a. Promotional material is subject to general review by the Center's Director of Marketing to ensure compliance with the Center's
standards/policies for accuracy and content. Said review may include advertising/promotional/publicity materials, posters, etc. to be used in
connection with Event(s). Said review shall be completed prior to proposed use of said materials, and references therein to the Center may be
abridged, modified or rejected by the Center at its discretion without liability to Rental Client.
b. Rental Client may design and print an Event program solely at Rental Client's cost and expense. Any such program shall be subject to review
and approval by the Center as provided for above.
c. The name(s) "The Center For The Performing Arts," "The Palladium," "The Tarkington," and/or "The Studio Theater" may not be
incorporated as part of the Event title billing of any performance, event, or work performed, without express written permission of the Center.
d. Event title billing may not contain any Rental Client sponsor.
e. Posting of Materials (Restrictions/Penalties):
(i) No signs, posters, cards, banners, flags, or decoration may be posted or displayed in, on, or about the Building without the express
prior consent of the Center.
a. Brochures, handbills, literature or other promotional material for which permission is granted may be displayed in specified
rack location(s) in the Box Office lobby and in such a manner as may be specified by the Center. The Rental Client is solely
responsible for maintenance/restocking of these materials. Outdated materials will be subject to removal at the discretion of
the Center.
b. If a poster or any other item is attached to a door/wall or any other interior/exterior surface with tape or other adhesive
material resulting in damage, the Rental Client will be responsible to pay the full contractor cost for the complete and proper
repair of the damage. A damage escrow in an amount sufficient to cover any estimated repair costs may be withheld from the
deposit and/or ticket sales proceeds. Any applicable damage charges will be deducted from the amounts held in escrow and the
remainder will be paid to the Rental Client promptly after the completion of all repairs.
I have read and understand the policies on Exhibit BI have read and understand the policies on Exhibit B
Page Page 99 of of 1414
EXHIBIT C
Production PoliciesProduction Policies
a.Prior to each Event "Load-In," meeting(s) with the Center's Production Department are mandatory, unless this requirement is waived by the
Center's Director of Production. Such meetings must occur a minimum of seven (7) days prior to "Load-In."
b.Because holidays are not usual and customary event days, any labor so incurred shall be billed at the double-time rate. Holidays include:
New Year's Day, Martin Luther King, Jr. Day, Easter, Memorial Day, Independence Day, Labor Day, Thanksgiving Wednesday, Thanksgiving
Day, Thanksgiving Friday, Christmas Eve, Christmas Day and New Year's Eve. Violation of the 5-hour production labor rule will result in twice
the double-time rate.
c.Production Equipment: Production Equipment: Production equipment may be operated only by personnel approved by the Center. The Rental Client will not permit
any of its Representatives to use or operate any equipment of the Center without the Center's prior consent including, without limitation,
sound, rigging, lighting, stage lifts, catwalks, and tools. The Event space is available for assembly, but construction and painting are not
permitted on site. The Rental Client will be solely responsible for the cost of repair or replacement of any equipment damaged by the Rental
Client's Representatives.
d.Rental Client Equipment:Rental Client Equipment: If the Rental Client supplies any of its own equipment, the Rental Client is solely responsible for the functionality
and compatibility of its equipment. Any wireless gear must comply with applicable laws and regulations regarding available frequencies for
entertainment use. In addition, all connections/adapters/rack snakes, etc., which are needed to interface properly with the Center's house
systems, must be supplied by the Rental Client. The Center will not be responsible for the setup, maintenance, troubleshooting or repair of
any of the Rental Client's equipment.
e.The Center reserves the right to refuse in any and all locations the use of any equipment, materials or other items that are deemed not to be
safe, appropriate or suitable in the Center's sole discretion.
f .The following two (2) items are restricted from all Venues at the Center:
i.Pyrotechnics
ii.Open Flames
g.The following restrictions apply only to the Palladiumthe Palladium , and not the Tarkington or the Studio Theater:
i.Helium Balloons
ii.Confetti
iii.Glitter (On Backdrops)
iv.Bubbles (Machines)
v.Artificial Snow
vi.Silly String
vii.Screws, Nails, Bolts, and Drilling into Platform/Stage Surface
h .Five-Hour/Meal Break Policy:Five-Hour/Meal Break Policy: Unless the Center consents to the contrary, the Rental Client will not cause stagehands or other personnel
furnishing services to work during specified lunch and dinner hours or any part thereof. The house crew/technician(s) is to be given a meal
break no later than after each five (5)-hour period of work. The meal break may occur at a point earlier than five (5) hours; it may be
scheduled in accordance with the most efficient and cost-effective schedule that may be determined. There are two (2) optionstwo (2) options to fulfill the
meal break requirements:
One-Hour Meal Break with Personnel off the Time Clock:One-Hour Meal Break with Personnel off the Time Clock:
A one-hour meal break is to be given with the premise that the crew/technician will/may leave the premises for their "lunch hour."
Under this scenario, all work in the primary Event space must cease during the one-hour meal break period. If desired, company
personnel may remain on-site in the backstage support area rehearsal rooms/dressing rooms and continue activities in these areas
Page Page 1010 of of 1414
only.
Note: In the event that there are two (2) Center crew members present on a work call, the meal break can offset. For example, Person
No. 1 would leave for their one (1)-hour meal break while Person No. 2 would stay on duty. Person No. 1 would break at four (4) hours
and Person No. 2 would break at five (5) hours upon the return of Person No. 1. In this scenario, work in the primary Event space
does not stop.
Thirty-Minute Meal Break with Meal Provided and Personnel Remaining on the Time Clock:Thirty-Minute Meal Break with Meal Provided and Personnel Remaining on the Time Clock:
With this option, a meal is provided to the crew/technician that would be consumed on-site during a thirty (30)-minute meal break
period while they remain on the time clock. In other words, during the thirty (30)-minute period the person would be paid to eat the
meal provided for them.
If this option is chosen, work by Rental Client personnel may continue in the primary Event space during this period, with the
crew/technician essentially "on-call" during their meal break period in the event any emergencies or significant problems/issues
arise.
Note: Under this scenario, the Center will arrange for meal delivery for all crew on-call. All receipts for meals incurred during an
event will become part of the final invoice.
Five-Hour/Meal Penalties:Five-Hour/Meal Penalties:
If the meal break requirements as outlined above are not fulfilled, then a penalty scenario results in effective hourly charges that area penalty scenario results in effective hourly charges that are
two (2) times the prevailing rate two (2) times the prevailing rate (i.e. the prevailing labor rate charge plus the penalty assessed at 1x the prevailing rate).
Note that penalty rates stay in effect until a remedy is provided to end the penalty scenario.Note that penalty rates stay in effect until a remedy is provided to end the penalty scenario. In other words, the penalty is not just
one (1)-hour, rather, the penalty stays in effect until a sixty (60)-minute break is provided, or a thirty (30)-minute break with a meal is
provided.
I have read and understand all policies on Exhibit CI have read and understand all policies on Exhibit C ___________ ___________
Page Page 1111 of of 1414
EXHIBIT D
Catering and Bar Service PoliciesCatering and Bar Service Policies
a.The Approved CaterersApproved Caterers for the Center are:
A Cut Above Catering, www.acutabovecatering.com
317 Charcuterie, www.317charcuterie.com
Jonathan Byrd's Catering, www.jonathanbyrds.com
Kahn's Catering, www.kahnscatering.com
Ritz Charles, www.ritzcharles.com
Sweet & Savory Catering, www.sweetsavorycatering.com
b.All food and beverages for events must be provided by separate agreement between the Rental Client and one of the above-listed Approved
Caterers. The Rental Client must arrange with chosen caterer to provide furniture, equipment, linens, tents and other items needed for the
ancillary event. Under no circumstance shall the Rental Client provide their own caterer. Caterer may require a minimum spend within the
contract.
c.Food must accompany alcoholic beverages at all events.
d.The catering agreement with all Approved Caterers covers all spaces within the entire campus of the Center: the Palladium, the Tarkington
and/or the Studio Theater, along with related support spaces/function rooms.
e.All arrangements for bar service must be directed to the Center's Director of Beverages, Lisa Hillard; Telephone: 317-819-3492, Email:
lhillard@thecenterpresents.org
f .In the event that beverages are donated, then approval from local/state liquor control for any proposed donated alcoholic beverages must
be directed to the Center's Director of Beverages. Handling and corkage fees will apply.
g.Catering and bar pricing subject to change.
h .For each bar requested, there will be a $250 bar set-up fee and a minimum expenditure of $500, exclusive of Indiana sales tax and service
charge in effect at the time of the event.
I have read and understand all policies on Exhibit D I have read and understand all policies on Exhibit D ___________ ___________
Page Page 1212 of of 1414
EXHIBIT E
Cancellation PolicyCancellation Policy
a.In the event that any confirmed date(s) as listed on the attached Schedule of EventsSchedule of Events are cancelled or postponed by the Rental Client, then a
cancellation fee, as outlined below, shall be payable to the Center. Such cancellation notices must be provided in writing in accordance with
the provisions of Contract Section 8(d)Section 8(d).
b.In the event that any confirmed date(s) are cancelled or postponed by the Rental Client:
Six (6)Six (6) weeks prior to the first scheduled Event date, 25% of the total facility rent shall be due to the Center within ten (10) business
days of cancellation notice.
Four (4)Four (4) weeks prior to the first scheduled Event date, 50% of the total facility rent shall be due to the Center within ten (10) business
days of cancellation notice.
Two (2)Two (2) weeks or closer to the first scheduled Event date, 100% of the total facility rent and any subsequent cancellation fees for
third party vendor arrangements shall be due to the Center within ten (10) business days of cancellation notice.
I have read and understand all policies on Exhibit EI have read and understand all policies on Exhibit E ___________ ___________
Page Page 1313 of of 1414
EXHIBIT F
Schedule of EventsSchedule of Events
Venue: Tarkington Lobby, Tarkington Theater Tarkington Lobby, Tarkington Theater
Facility Rental Client: City of CarmelCity of Carmel
Event: MLK Jr Day ProgramMLK Jr Day Program
DateDate HoursHours Space(s)Space(s)Function(s)Function(s)
1/11/2024 TBD Tarkington Lobby MLK Event
1/11/2024 TBD Tarkington Theater MLK Event
I have read and understand all policies on Exhibit FI have read and understand all policies on Exhibit F ___________ ___________
Page Page 1414 of of 1414
EXHIBIT GEXHIBIT G
PRELIMINARY COST ESTIMATEPRELIMINARY COST ESTIMATE
Friday, July 14, 2023
Reservation: Reservation: 1091-237 Group: Group: City of Carmel
ATTN: ATTN: Marissa Kay
317-618-2799
mkay@carmel.in.gov
One Civic Square
Carmel, IN 46033
Description: Description:
Thank you for booking at the Center for the Performing Arts!
Booking / DetailsBooking / Details
MLK Jr Day Program MLK Jr Day Program
Thursday January 11 2024Thursday January 11 2024
Rental Space Rental Space
1/11/2024 Tarkington Lobby $0.00
1/11/2024 Tarkington Theater $2,250.00
DiscountsDiscounts (- $2,250.00)(- $2,250.00)
Rental TotalRental Total $0.00$0.00
LinensLinens
Date/Time Items Quantity Price Cost
1/11/2024 Black Poly Linen - 6' Banquet 4 $10.00/Each $40.00
Linens TotalLinens Total $40.00$40.00
Production-HospitalityProduction-Hospitality
Date/Time Items Quantity Price Cost
1/11/2024 Crew Meal During Event 1 $120.00/Each $120.00
Production-Hospitality TotalProduction-Hospitality Total $120.00$120.00
Production-VideoProduction-Video
Date/Time Items Quantity Price Cost
1/11/2024 Projector & Screen
(1) 12K Lumen Panasonic Laser DLP HD Projector(1) 7ʼ6” x 13ʼ Front Projection Screen(1) 10ʼ6” x 18ʼ6” Front Projection Screen
1 $2,000.00/Each $2,000.00
Production-Video TotalProduction-Video Total $2,000.00$2,000.00
Front of House ServicesFront of House Services
Date/Time Items Quantity Price Cost
1/11/2024 Event Coordinator 1.01.0 x 6 Hour $24.50/Hour $147.00
1/11/2024 House Manager 1.01.0 x 4.5 Hour $24.50/Hour $110.25
Front of House Services TotalFront of House Services Total $257.25$257.25
Page Page 11 of of 33
ProductionProduction
Date/Time Items Quantity Price Cost
1/11/2024 Lead Audio Engineer 1.01.0 x 7 Hour $45.00/Hour $315.00
1/11/2024 Lead Video Engineer
Load INLoad OUT
1.01.0 x 8 Hour $45.00/Hour $360.00
1/11/2024 Lead Video Engineer
Load INLoad OUT
1.01.0 x 7 Hour $45.00/Hour $315.00
1/11/2024 Lighting Director 1.01.0 x 7 Hour $45.00/Hour $315.00
1/11/2024 Production Supervisor 1.01.0 x 8 Hour $45.00/Hour $360.00
1/11/2024 Production Supervisor 1.01.0 x 7 Hour $45.00/Hour $315.00
1/11/2024 Stage Manager 1.01.0 x 7 Hour $45.00/Hour $315.00
1/11/2024 Stagehand
Load INLoad OUT
2.02.0 x 8 Hour $33.00/Hour $528.00
DiscountsDiscounts (- (- $2,295.00)$2,295.00)
Production TotalProduction Total $528.00$528.00
SecuritySecurity
Date/Time Items Quantity Price Cost
1/11/2024 Security Guard 1.01.0 x 4 Hour $22.00/Hour $88.00
1/11/2024 Uniformed Police Officer 1.01.0 x 4 Hour $60.00/Hour $240.00
Security TotalSecurity Total $328.00$328.00
Page Page 22 of of 33
$88.00
GRAND TOTALGRAND TOTAL
DISCOUNTSDISCOUNTS
In-House Staff included in 1 of 4 comp rentals for 2024 (100 %) - $2,295.00
1 of 4 comp rentals for 2024 (100 %) - $2,250.00
Total Discount(s)Total Discount(s)(- $4,545.00)
SubtotalSubtotal $7,818.25
Total TaxTotal Tax $0.00
Grand TotalGrand Total $3,273.25$3,273.25
First deposit (non-refundable/non-transferable) of $1,000/day is due with signed contract.First deposit (non-refundable/non-transferable) of $1,000/day is due with signed contract.
Second deposit (remaining balance) due 10 business days before event.Second deposit (remaining balance) due 10 business days before event.
Please make checks payable to The Center for the Performing Arts and mail to: 1 Carter Green, Carmel, IN 46032, Attention: Ramona Adams, VicePlease make checks payable to The Center for the Performing Arts and mail to: 1 Carter Green, Carmel, IN 46032, Attention: Ramona Adams, Vice
President of Events. President of Events. To pay by credit card, call Ramona at (317) 819-3526.To pay by credit card, call Ramona at (317) 819-3526.
The Center for the Performing Arts will implement and adhere to COVID-19 Guidelines in place at the time of the Event.The Center for the Performing Arts will implement and adhere to COVID-19 Guidelines in place at the time of the Event.
Page Page 33 of of 33
$3,033.25
8/30/2023
CENTER FOR THE PERFORMING ARTS, INC
ATTN: JEFF MCDERMOTT
CARMEL, IN 46032 -
110023
ONE CENTER GREEN
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
COMMUNITY RELATIONS
1 CIVIC SQ
Carmel, IN 46032-
357616
UNIT PRICEDESCRIPTIONUNIT OF MEASUREQUANTITY
Page 1 of 1
80339
1203Department:101Fund:General Fund
43-590.03Account:
FACILITY RENTAL AND PROFESSIONAL SERVICES FOR
EVENT
1 $3,033.25 $3,033.25Each
$3,033.25Sub Total
$3,033.25
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. 110023
ORDERED BY
TITLE
CONTROLLER
COMMUNITY RELATIONS
1 Civic Square
Carmel, IN 46032-
Nancy Heck
Director
CzTfshfzHsfdivlijobu:;44bn-Pdu42-3134
Exhibit A
Page 1of2REALESTATESERVICESFEESCHEDULE
RightofWayManagement Services
RightofWayManagementServicesInclude: allprocesses, procedures, observations, dataentryinto LRS, andmanagementof allservicesneededtocleartherightofway, includingall ofthe
necessary activities to certify the right of way that has to be acquired to clear the project(s) for construction. This shall be completed in accordance with federal and state law (including but not
limitedtoFederalHighwayAdministrationrulesandregulations), thecurrentversionoftheINDOTRealEstateDivisionManual, andascontractedwithorotherwisedirectedbyINDOT.Thecurrent
versionoftheINDOTRealEstateManual islocatedathttp://www.in.gov/indot/2493.htm. AllserviceslistedbelowshallberequiredwithintheRightofWayServicesManagementscopeof work.
Report Type Fee
RightofWayManagementservicesfee 1,310perparcel
PublishingandPaymentfor Legal Notice on parcels 520perproject
Valuation Services
EarlyAssessmentReal EstateCostEstimateIncludes: all processes, proceduresand observationstocompleteaRealEstateCostEstimate assignment (includingbut notlimitedto completionof
theINDOTRealEstate CostEstimateSpreadsheet) inaccordancewithfederalandstatelaw (includingbut notlimitedtoFederalHighway Administration rulesandregulations), thecurrentversionof
theINDOTRealEstateDivisionManual, and ascontractedwithorotherwisedirectedbyINDOT.
CompDocketsInclude: providing comparablesales data (including butnotlimitedtomarketdata research andrawsalesdata) or asotherwise requested byINDOTwithin thescopeof workfor Non-
ReportServicesagreed uponatthetime ofassignment.
Waiver ValuationsInclude: allprocesses, proceduresand observationsto complete awaiver valuation reportinaccordancewith federalandstate law (includingbutnotlimited toFederalHighway
Administration rulesandregulations), thecurrentversion oftheINDOTReal EstateDivisionManual, andas contractedwithor otherwisedirectedbyINDOT.
AppraisalReportsInclude: allprocesses, proceduresandobservationstocompletean appraisalreportofthetypebelow assignedbyINDOTinaccordance withfederalandstatelaw (including but
notlimitedto FederalHighwayAdministration rulesandregulations), thecurrentversionof theINDOTRealEstateDivision Manual, andas contractedwith or otherwisedirectedbyINDOT.Appraisal
feesaredefinedand paidbasedonINDOTparcelandnotcountytaxidentification parcel.
Non-Report Services Per Parcel Fee
Early Assessment: Projects 50 parcels $145
Early Assessment: Projects > 50parcels negotiatedbaseduponcomplexity
Comp Docket: Agricultural / ResidentialProperties: $270
Comp Docket: Commercial / SpecializedProperties: $550
Report Type
725WaiverValuation: AnyPropertyType (ImprovedorUnimproved)
2,055ValueFinding: AnyPropertyType (ImprovedorUnimproved)
3,015ShortForm: AnyPropertyType (ImprovedorUnimproved)
3,375ShortForm: Residential / Ag (withaffected improvementsoratotaltake)
4,710ShortForm: Commercial / Industrial / Multi-Family / Special / Billboard (withaffectedimprovementsor atotal take)
3,625LongForm: AnyPropertyType (Unimproved)
4,815LongForm: Residential / Ag (Improved)
12,050LongForm: Commercial / Industrial / Multi-Family / Special (Improved)
695ExcessLandAppraisal
ThespecificReportTypeaboveisdeterminedbyINDOTReviewAppraisersortheirsupervisorsaftertheAppraisalProblemAnalysishasbeencompleted.
Review Valuation Services
AppraisalProblemAnalysisIncludes: allprocesses, proceduresandobservationstocompleteanAppraisalProblemAnalysisinaccordance withfederalandstatelaw (includingbutnotlimitedto
FederalHighway Administrationrulesandregulations), thecurrentversionof theINDOTRealEstateDivision Manual, andas contractedwith or otherwisedirectedbyINDOT.
ReviewofWaiverValuationand/or AppraisalReportsInclude: allprocesses, proceduresandobservationstocompleteareviewofanappraisalreportorwaivervaluation reportin accordancewith
federaland statelaw (includingbutnotlimited toFederalHighway Administrationrulesand regulations) thecurrent versionoftheINDOTRealEstateDivision Manual, and as contractedwith or
otherwisedirectedbyINDOT. Appraisalfeesaredefinedandpaid basedonINDOTparceland notcountytaxidentification parcel.
Per ParcelFeeReportType
270AppraisalProblemAnalysis (APA)
435WaiverValuation: AnyPropertyType (ImprovedorUnimproved)
1,035ValueFinding: AnyPropertyType (ImprovedorUnimproved)
1,445ShortForm: AnyPropertyType (Improvedor Unimproved)
1,630ShortForm: Residential / Ag (withaffectedimprovementsor atotal take)
2,300ShortForm: Commercial / Industrial / Multi-Family / Special / Billboard (withaffectedimprovementsor a totaltake)
1,725LongForm: AnyPropertyType (Unimproved)
2,280LongForm: Residential / Ag (Improved)
LongForm: Commercial / Industrial / Multi-Family / Special (Improved) 5,550
BuyingServices
BuyingServicesInclude: all processes, proceduresandobservationstocompletethetotal orpartial acquisition of realestate, theobtainingof temporaryoraccess rights, or buyingreviewin
accordancewithfederalandstatelaw (including but notlimitedtoFederalHighway Administration rulesandregulations), thecurrentversionoftheINDOT RealEstateDivision Manual,andas
contractedwithor otherwisedirectedby INDOT.
Report Type Per Parcel Fee
2,160Total/Partial Acquisition
Temporary/Access Rights 1,800
MAP 21Offer - Total/PartialAcquisition 2,705
MAP21Offer - Temporary/AccessRights 2,345
BuyingReview 360
RelocationServices
RelocationServicesInclude: all processes, proceduresandobservationstocompletetheactivitiesforrelocationof residentialor businessownersor tenants, orrelocationofpersonalproperty, or
reviewof anysuchrelocation activitiesinaccordancewithfederaland statelaw (including butnotlimited toFederalHighway Administration rulesand regulations), thecurrentversionof theINDOT
RealEstateDivisionManual, andascontractedwith orotherwise directedbyINDOT.
ReportTypePayment Schedule Per Relocation Fee
Payments: 1/3Relo/Appraisal meetingiscomplete, 1/390DayNotice is issued, 1/3parcelis closed $4,330ResidentialOwner / Tenant
Payments: 1/3 Relo/Appraisal meetingis complete, 1/3 90DayNotice is issued, 1/3parcelisclosedBusinessOwner / Tenant 4,330
PersonalProperty Only Payments: 1/3Relo/Appraisalmeetingis complete, 1/3 90 DayNoticeisissued, 1/3parcelis closed 1,815
ResidentialandBusiness
100% oncetheparceliscompliantandclosed. 1,205Review
PersonalPropertyMove
460100% oncetheparceliscompliantandclosed.
OnlyReview
Property ManagementServices
PropertyManagementServicesInclude: allprocesses, procedures, observations, dataentryintoLRS, andmanagementofallservicesneededtocompletetheparcel’sreadinessfordemolition.
Thisshallbecompletedinaccordancewith federalandstatelaw (including but not limitedtoFederalHighwayAdministrationrules andregulations), thecurrentversionoftheINDOT RealEstate
DivisionManual, andascontractedwithor otherwisedirectedbyINDOT. Thecurrentversion ofthe INDOTRealEstateManualislocated athttp://www.in.gov/indot/2493.htm. All serviceslisted below
shallberequired withinPropertyManagementServices scopeofwork.
Non-Report Services Per Parcel Fee
1,035PropertyManagementperparcelservicesfee
105PlacingRatBaitonstructure
PlacingAppropriate Signson structure $210
Boarding Up Openingson structure AmountonWritten EstimateApprovedbyINDOT
DebrisRemoval AmountonWrittenEstimateApprovedbyINDOT
Report Type
AsbestosSamplingand Analysis AmountonWritten Estimate Approved byINDOT
Utility Disconnection Coordination & Verification AmountonWritten EstimateApproved byINDOT
Page 2 of2
Theabove FeeSchedule willbeeffective forallnew on-callrealestate contract assignments (based onthedate thatPurchase Orders
areissued) made onorafter January 1, 2023. TheFeeSchedule for (a) project-specific contracts thatinclude anylandacquisition
services, and (b) contracts entered into under “Small Purchase Procedures” pursuant toSection 3.3.1ofINDOT’sProfessional Services
Contract AdministrationManual willbeinaccordance withthe payment terms inthecontracts andbetheFeeSchedule inplace onthe
date the contract wasapproved bythe Attorney General ofIndiana. Any deviation inestablished fees from theabove rules inthis
paragraph will require (and shall notbe allowed without) written pre-approval from the Director orone ofhisorher Managers inINDOT’s
Real Estate Department.
REVISED: 1/1/2023
A
City ®f Carmel
INDIANA RETAIL TAX EXEMPT
CERTIFICATE
Page 11 PURCHASE
ORDER0196
UMBER
FEDERAL
EXC SE TAX EXEMPTO 1 ONE
CIVIC SQUARE 35.6000972 THIS NUMBER MUST APPEAR ON INVOICES,AP CARMEL,
INDIANA 46032.2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING
IABELS 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 10/
30/2023 377074 20-ENG-04 S - APA Services THE
TAYLOR REALTY GROUP PC City Engineering's Office VENDOR
3211 ANNALLY DR SHIP 1 Civic Square TO
Carmel, IN 46032- CARMEL,
IN 46032--9650 Laurie Slick PURCHASEID
BLANKET CONTRACT PAYMENT TERMS FREIGHT 81929
QUANTITY
UNIT OF MEASURE I DESCRIPTION UNIT PRICE EXTENSION Department:
2200 Fund 0 2020 Road Bond Account:
44-628.71 1
Each 20-ENG-04 S - ASA 2 - APA P1 & 2nd Appraisals on Parcel 5 $4,380.00 $4,380.00 6
Sub
Total $4,380.00 Send
Invoice To: Jill
Newport lfp CrossRoad
Engineers, PC f 115
N. 1711 Avenue Beech
Grove, IN 46107, i
newoortna.crossroaden ai veers. com PLEASE
INVOICE IN DUPLICATE DEPARTMENT
i ACCOUNT PROJECT I PROJECTACCOUNT I AMOUNT PAYMENT $
4,380.00 SHIPPING
INSTRUCTIONS AP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THEP0 NUMBERISMADEA PART
OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN SHIP
PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN C.
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 TITLE
Director CONTROL
NO. 110196 CONTROLLER
RESOLUTION NO. BPW 11-15-23-02
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR
WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter
into contracts; and
WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe
City; and
WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard,
has caused to be signed the Agreement attached hereto (the “Contract”); and
WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
follows:
1. The foregoing Recitals are incorporated herein by this reference.
2. The receipt of the Contract is hereby acknowledged.
3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public
for review.
SO RESOLVED this day of , 2023.
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:
Sue Wolfgang, Clerk
Date:
CzTfshfzHsfdivlijobu3;21qn-Opw17-3134
Page 1
Exhibit A
TRUE
DATE PROPOSAL11/6/2023
SELECT BRANCH:Indy North
sameSERVICEADDRESSBRANCH ADDRESSBILLINGADDRESSPROPERTYCONTACTINFORMATION
Full Name:Maria MurphyMAINSCAPE, INC.
Address:317-649-2049 13418 Britton Park Rd10CarterGreen
City, State:Fishers, INCarmel, IN 46032
ZIP:46038
Phone:800-481-0096
Email Address:www.mainscape.com
COMMUNITY & WORK PERFORMED BYWORKORDER #PROPOSED BYPROPERTYNAME
ChristkindlmarktBen Robles
SERVICE CODE AND DESCRIPTION
1499 - OTHER LANDSCAPE MAINTENANCE
SPECIFICS, DESCRIPTION, & INSTRUCTIONS UNIT PRICEUOMSIZEQTY.TOTAL
Janitorial Services for Christkindlmarkt. This includes seperating trash for recycling purposes,remove recyclabes from bags prior tobeing $ 65.00 1580$ 102,700.00
disposed indumpster.Walkthrough of the tarkington garage as well asFabian starting early inmid October and Private Market
Rentals.This quote is for 5persons including Fabian.$ -
Notes: TOTAL:*$ 102,700.00
Plus any applicable taxes
Conditions: Theabove price isgood for30daysfrom dateofproposal. Any additional tripstothesitecaused bythecustomer forreasons uncontrolled byMainscape, Inc. willresult ina $65.00 ‘tripcharge’ perevent. No
warranty ontransplanted material. Allmaterial isguaranteed tobeasspecified. Transplanted plant material isnotcovered under warranty. Allwork istobecompleted inaworkmanlike manner according tostandard practices.
Allagreements arecontingent uponstrikes, accidents, orother delays beyond our control. Thepurchaser istocarry fire, tornado, andothernecessary insurance. Mainscape, Inc. isinsured forworkman'scompensation, general
liability, andautomobile liability. Certificates ofinsurance areavailable upon request.
Terms: Netdue uponreceipt, subject toa2% permonth latecharge onpastdueaccounts withcostsincurred incollection ofthiscontract, including reasonable attorney'sfees, tobepaidbythepurchaser.
Acceptance ofProposal: Theabove prices, specifications, method ofpayment, conditions andterms ofpayment aresatisfactory and hereby accepted. Mainscape, Inc. isauthorized todothework asspecified. Mainscape or
Purchaser maycancel thiscontract atanytimeupon giving a30-daynotice orupon customer default ofpayment terms.
Plant warranty: Trees provided and installed byMainscape, Inc. shallbewarrantied foraperiod ofone (1) year from dateofinstallation. Shrubs andgroundcovers provided andinstalled byMainscape, Inc. shallbewarrantied for
aperiod ofsix (6) months from installation. Sodprovided and installed byMainscape, Inc. shallbewarrantied foraperiod ofthirty (30) daysfrom installation. Annual flowers provided and installed byMainscape, Inc. shallbe
warrantied for thirty (30) days fromthedateofinstallation. Transplanted plants arenotcovered under thiswarranty. Allwarranties arecontingent on plantsreceiving proper maintenance.Plants thatare damaged ordiedue toacts
ofGodarenotcovered underthiswarranty. Plantsthataredamaged ordieduetodiseases andinsectsforwhich there isnoknown curearenotcovered under thiswarranty.
Mainscape’sterms andconditions areincorporated herein, andsupersede anyprovisions herein thatareinconsistent withthose terms andconditions.
www.mainscape.com/termsandconditions
Purchaser’sSignature Contractor’sSignature
BenRobles Operations Manager 6/21/2023
Name Title Date Name Title Date
11/2/2023
MAINSCAPE LANDSCAPING
FISHERS,, IN 46038 -
110222
13418 BRITTON PARK ROAD
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
00351837
UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY
Page 1 of 1
Matt Higginbotham
82081
2201Department:2201Fund:Motor Vehicle Highway FND
43-504.00Account:
Portering1 $102,700.00 $102,700.00Each
102,700.00SubTotal
102,700.00
Send Invoice To:
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
SHIPPING INSTRUCTIONS
SHIP PREPAID.
C.O.D. SHIPMENT CANNOT BE ACCEPTED.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
PAYMENT
A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
CONTROL NO. 110222
ORDERED BY
TITLE
CONTROLLER
Street Department
3400 W. 131st Street
Carmel, IN 46074-
Lee Higginbotham
317) 733-2001
Commissioner
Clerk 11-7-23
BPW 11-15-23
Reviewed/Approved
CPD Horner 10/31/23 STREET Privett 10/31/23
CFD Heavner 10/31/23 ENGINEERING Kirsh 11/6/23
CRED Brewer 11/7/23
Clerk 11-7-23
BPW 11-15-23
Reviewed/Approved
CPD Horner 10/31/23 STREET Privett 10/31/23
CFD Heavner 10/31/23 ENGINEERING Kirsh 11/6/23
CRED Brewer 11/7/23
Clerk 11-7-23
BPW 11-15-23
Reviewed/Approved
CPD Horner 10/31/23 STREET Privett 10/31/23
CFD Heavner 10/31/23 ENGINEERING Kirsh 11/6/23
CRED Brewer 11/7/23
CITY FACILITY (S) REQUESTED: Mark all that apply
FACILITY($) CARTER GREEN (area between Palladium & theater building)
CIVIC SQUARE FOUNTAIN AREA
CIVIC SQUARE GAZEBO I LAWN
JAPANESE GARDEN
MONON & MAIN PLAZA
MIDTOWN PLAZA -Events must be free and open to the public. We are unable to
accommodate public movie requests.
REFLECTING POOL -Please note that Ve teran's Plaza is NOT available for use.
Other
SPECIAL REQUESTS: Mark all that apply
REQUESTS: ELECTRICITY
FOUNTAIN RESTROOM -FOUNTAIN/GAZEBO
JAMES BUILDING RESTROOMS (CARTER GREEN) "Extra fees apply
_.,. NIA
Other
VENDORS: Mark all that apply
SEE CITY OF CARMEL FACILITY USE POLICY
VENDORS: VENDORS PRESENT
FOOD SERVED (May be subject to Hamilton County Health Department
inspection.)
ALCOHOL SERVED - Please see Section M under "General Terms and
Conditions" In the Public Use Policy.
NIA
CITY SERVICES NEEDED: Mark all that apply
SEE CITY OF CARMEL FACILITY USE POLICY
CITY SERVICES
NEEDED:
EMERGENCY MEDICAL SERVICES (EMS) (Extra fees may apply)
_, EXTRA PATROL DURING EVENT (when available)
TRAFFIC CONTROL (Extra fees may apply)
__, ONSITE SECURITY (Assigned off-duty CPD officers, extra fees will apply)
BARRICADES
1 NO PARKING SIGNS (PICK UP AT CARMEL POLICE DEPARTMENT)
., N/A
Other
Please note the number of NO PARKING SIGNS needed
EVENT SET UP: Mark all that apply
SEE CITY OF CARMEL FACILITY USE POLICY
Stage
Size of Stage
..... , ....,..,
A
Clerk 11-7-23
BPW 11-15-23
Reviewed/Approved
CPD Horner 11/2/23 STREET Privett 11/2/23
CFD Heavner 11/3/23 ENGINEERING 11/6/23
CRED Brewer 11/7/23
Clerk 11/7/23
BPW 11/15/23
Reviewed/Approved
CPD Horner 10/30/23 STREET 10/31/23
CFD Heavner 10/30/23 ENGINEERING 11/6/23
CRED Brewer 11/7/23
RETRO-RATIFICATION
MAYOR APPROVED - SEE EMAIL
From:Brewer, Melanie J
To:Brainard, James C
Cc:Much, Shela; Dixon, Carol; Heck, Nancy S
Subject:Re: APPROVAL NEEDED: BPW Wedding Request
Date:Thursday, November 2, 2023 7:12:08 PM
Thank you!
Melanie Brewer
Senior Project Manager Community Relations & Economic Development
City of Carmel One Civic Square, Carmel, IN 46032 317-571-2495 Carmel.in.gov
From: Brainard, James C <JBrainard@carmel.in.gov>
Sent: Thursday, November 2, 2023 6:57 PM
To: Brewer, Melanie J <mbrewer@carmel.in.gov>
Cc: Much, Shela <smuch@carmel.in.gov>; Dixon, Carol <cdixon@carmel.in.gov>; Heck, Nancy S
<NHeck@carmel.in.gov>
Subject: Re: APPROVAL NEEDED: BPW Wedding Request
Yes
On Nov 3, 2023, at 12:54 AM, Brewer, Melanie J <mbrewer@carmel.in.gov>
wrote:
Mayor,
We have received a request for a wedding at the gazebo on 11-11-
23, which did not make the agenda deadline for the next BPW
meeting. Total of 8 people, no seating requested.
Can you approve this so we can have it retroactively approved at the
BPW meeting on 11-15-23.
Melanie Brewer
Senior Project Manager Community Relations & Economic Development
City of Carmel One Civic Square, Carmel, IN 46032 317-571-2495 Carmel.in.gov
Clerk 11-7-23
BPW 11-15-23
Reviewed/Approved
CPD Horner 10/31/23 STREET Privett 10/31/23
CFD Heavner 10/31/23 ENGINEERING Kirsh 11/6/23
CRED Brewer 11/7/23
CITY OF CARMEL, INDIANA
INFORMATION
SPECIAL EVENT / FACILITY USE REQUEST FORM
* Must be at least 18 years of age to complete this form.
Contact Person
Email
Phone Number:
Cell Number:
Name/Organization:
Address
Organization Type:
Residency/Location:
Event/Use Purpose:
Event Date End Date
Number of People Expected:
Set-Up Start time
Tear Down End Time
CONTACT INFORMATION:
Meg Gates Osborne
Meg@Megpromo.com
3175907522
3175907522
The City of Carmel
City
Carmel
State / Province / Region
IN
Postal / Zip Code
46032
Country
United States
Street Address
1 City Square
Address Line 2
Non-Profit Organization
Do you reside or are you located within the Carmel city limits?
Yes
No
Carmel Holiday Trolley
11/24/2023 12/23/2023
1,000
01:00:00 PM
10:00:00 PM
Clerk 11-7-23
BPW 11-15-23
Reviewed/Approved
CPD Horner 10/30/23 STREET Privett 10/31/23
CFD Heavner 10/30/23 ENGINEERING Kirsh 11/6/23
CRED Brewer 11/7/23
Event Start time:Event end time:
Rehearsal
Rehearsal Date:
Rehearsal
Start Time:
Rehearsal
End Time:
Fees?
Description of Event:
FACILITY (S)
05:00:00 PM 09:00:00 PM
NA
Will a Fee be charged for this event? If yes, please describe below.
YES
NO
Provide a brief description of event
The Holiday Trolley
November 24 - 5:00 - 9:00 pm
November 25 - 2:00 - 9:00 pm
December 1 - 5:00 - 9:00 pm
December 2 - 2:00 - 9:00 pm
December 8 - 5:00 - 9:00 pm
December 9 - 2:00 - 9:00 pm
December 15 - 5:00 - 9:00 pm
December 16 - 2:00 - 9:00 pm
December 22 - 5:00 - 9:00 pm
December 23 - 2:00 - 9:00 pm
I A. Indiana Design Center - confirmed and approved by Pedcor
B. Main/1st Street (Across from Woody’s) - 2 Parking spots
C. All Things Carmel - 2 parking spots
D. Christkindlmarkt - north entrance - 1 parking spot
E. City Center - In front of In Cycle across from Cake Bake. - No Parking spots - Tent will go in front of In-Cycle
ADDITIONAL PAGES OF DESCRIPTION OF THE EVENT
CITY FACILITY (S) REQUESTED: Mark all that apply
CARTER GREEN (area between Palladium & theater building)
CIVIC SQUARE FOUNTAIN AREA
CIVIC SQUARE GAZEBO / LAWN
JAPANESE GARDEN
MONON & MAIN PLAZA
MIDTOWN PLAZA - Events must be free and open to the public. We are unable to
accommodate public movie requests.
REFLECTING POOL - Please note that Veteran's Plaza is NOT available for use.
Other
SPECIAL REQUESTS: Mark all that apply
REQUESTS:
VENDORS:
CITY SERVICES
NEEDED:
ELECTRICITY
FOUNTAIN RESTROOM - FOUNTAIN/GAZEBO
JAMES BUILDING RESTROOMS (CARTER GREEN) *Extra fees apply
N/A
Other
VENDORS: Mark all that apply
SEE CITY OF CARMEL FACILITY USE POLICY
VENDORS PRESENT
FOOD SERVED (May be subject to Hamilton County Health Department
inspection.)
ALCOHOL SERVED - Please see Section M under “General Terms and
Conditions” in the Public Use Policy.
N/A
CITY SERVICES NEEDED: Mark all that apply
SEE CITY OF CARMEL FACILITY USE POLICY
EMERGENCY MEDICAL SERVICES (EMS) (Extra fees may apply)
EXTRA PATROL DURING EVENT (when available)
TRAFFIC CONTROL (Extra fees may apply)
ONSITE SECURITY (Assigned off-duty CPD officers, extra fees will apply)
BARRICADES
NO PARKING SIGNS (PICK UP AT CARMEL POLICE DEPARTMENT)
N/A
Other
Please note the number of NO PARKING SIGNS needed
20
EVENT SET UP: Mark all that apply
SEE CITY OF CARMEL FACILITY USE POLICY
Stage
Size of Stage
Tent(s) – If placing a tent over the entire green space at Midtown Plaza, the
exclusive vendor for tent rental is A-Classic Party Rentals (317-251-7368).
Otherwise, you may use the vendor of your choice.
10 x 10 City of Carmel Tents
Size of Tent (s) (Tents 20 x 20 or larger require inspection by Carmel Fire Department, 317-571-
2600)
Bounce House
N/A
Other
MEG & Associates
Name of Merchants(s) doing the setup
Neighborhood
Name/Streets to be closed
UPLOAD MAP
Type of Closure:
Further Info for type of
closure
A refundable Security Deposit in the amount of $100 for any applicant located or residing within Carmel city limits or a
non-refundable event fee in the amount of $150 for any applicant located or residing outside of Carmel city limits must
be received prior to application review or processing.
Payment may be made online using a credit or debit card at https://www.govpaynow.com . PLC #A0026j, calling the
Govpay call center at 1-888-604-7888 (give them PLC#) or in the form of a certified check or money order made payable
to the City of Carmel. (Mail to: Carmel City hall, Attn: Lobby Desk, 1 Civic Square, Carmel, IN 46032)
3175907522
Phone Number of Merchant(s) doing set up:
STREET(S) REQUESTED:
SEE CITY OF CARMEL FACILITY USE POLICY
The Holiday Trolley
November 24 - 5:00 - 9:00 pm
November 25 - 2:00 - 9:00 pm
December 1 - 5:00 - 9:00 pm
December 2 - 2:00 - 9:00 pm
December 8 - 5:00 - 9:00 pm
December 9 - 2:00 - 9:00 pm
December 15 - 5:00 - 9:00 pm
December 16 - 2:00 - 9:00 pm
December 22 - 5:00 - 9:00 pm
December 23 - 2:00 - 9:00 pm
A. Indiana Design Center - confirmed and approved by Pedcor
B. Main/1st Street (Across from Woody’s) - 2 Parking spots
C.All Things Carmel - 2 parking spots
D. Christkindlmarkt - north entrance - 1 parking spot
E. City Center - In front of In Cycle across from Cake Bake. - No Parking spots - Tent will go in front of In Cycle
An easy to read, color map of the area is required with submission.
Rolling closure
Total closure
Lane restrictions - explain below
Other - explain below
N/A
Explain lane restrictions needed and other needed below:
2-3 No Parking signs at each location
SECURITY DEPOSIT AND FEE:
DISCLAIMER:
The Carmel Board of Public Works and Safety reserves the right, in its sole discretion, to deny any facility use
request and/or revoke any previsously granted request to use a City facility for any lawful reason.
ACKNOWLEDGEMENT AND AGREEMENT
Mayor's Office
ACKNOWLEDGEMENT AND AGREEMENT
TO COMPLY WITH CITY PUBLIC USE POLICY
I have read and understand the City of Carmel, Indiana ("City") Public Use Policy and agree to be bound by all the terms
and conditions set forth therein.
I will leave the City facility I use in the same condition that it was immediately prior to my use thereof. I agree to pay for
any damage, repair or clean-up costs incurred by the City as a result of my use of a City facility.
I hereby certify that I, and the organization I represent, if applicable, agree to be bound by the City's Facility Use Policy and
by any addition conditions or restrictions placed upon my/our use of a City facility by the Board. I understand that the
Board has the right to deny, alter or revoke my request for the use of a City facility for any lawful reason. I and/or my
organization also agree to indemnify and hold harmless the City of Carmel and all of its directors, officers, employees,
agents and affiliates from any claims of whatever nature (whether foreseeable or not) arising from or in connection with this
Application for any damages, costs or expenses incurred directly or indirectly as a result of my/our use of the City-owned
facility and/or property.
*
*
*
Public Use Policy *
GO TO SUBMIT TAB AND CLICK ON SUBMIT
The City of Carmel
Name of Organization/Applicant
Signature of Authorized Agent/Applicant
Meg Gates Osborne
Printed Name and Title (If applicable)
317-590-7522
Phone Number (Required)
1 City Square
Carmel, IN 46032
Address of Organization/Applicant
10/22/2023
Date
I confirm that I am 18 years of age or older.
By selecting this box, I hereby acknowledge that I have read and fully
understand the City of Carmel, Indiana ("City") Public Use Policy and agree to be
bound by all the terms and conditions set forth therein.
Public Use Policy Acknowledgement and Agreement (Required)
CITY OF CARMEL USE ONLY
Approved this ______day of _______________, 20
CITY OF CARMEL, INDIANA
By and Through its Board of Public Works and Safety
___________________________________
James Brainard, Presiding Officer
Date: ______________________________
___________________________________
Mary Ann Burke, Member
Date: ______________________________
___________________________________
Lori Watson, Member
Date: ______________________________
ATTEST:
_____________________
Sue Wolfgang, City Clerk
________________
Date
Special Conditions:__________________________________________________________________
Clerk 11/7/23
BPW 11/15/23
Reviewed/Approved
CPD Horner 10/30/23 STREET Privett 10/31/23
CFD Heavner 10/30/23 ENGINEERING Kirsh 11/6/23
CRED Brewer 11/7/23
CLERK 11/7/23
BPW 11/15/23
Reviewed/Approved
CPD Horner 10/30/23 STREET Privett 10/31/23
CFD Heavner 10/30/23 ENGINEERING 11/6/23
CRED Brewer 11/7/23
November 6, 2023
Board of Public Works and Safety
One Civic Square
Carmel, Indiana 46032
RE: WAIVER OF BPW RESOLUTION NO. 04-28-17-01, LANE RESTRICTION – DUKE ENERGY –ALDERBROOK TRAIL
Dear Board Members:
Duke Energy is requesting a waiver from the City’s Buried Utility District requirements (BPW Resolution No.
04-28-17-01) and related lane restrictions to install a new wood mid-span pole in the right of way of Alderbrook
Trail in the Stafford Place subdivision. The new pole will be installed between 2 existing poles and is needed to
maintain the existing aerial electric service (exhibits attached).
The Department of Engineering, in review of the proposed requested waiver, has determined that the waiver is
valid and recommends approval of the waiver conditioned upon the following:
•The project’s contractor shall comply with the provisions of Carmel City Code 6-227(a)(1), 6-227(a)(8) and
6-227(b).
•Petitioner agrees to post proper lane restriction signage and traffic control devices during the duration of
the work.
•Any damage to the existing improvements within the right of way of and City of Carmel roadway shall be
restored to the satisfaction of the City when work is completed.
•A minimum 10’ width of the lane restriction area shall be provided at all times.
•Lane restrictions shall be performed between the hours of 9am and 4pm
•The Department of Engineering shall be provided a minimum 48 hour notification of lane restriction prior
to commencement of work.
•Access to all adjoining properties shall be maintained at all times.
•The petitioner acknowledges that this waiver is for the items described above only.
•The petitioner acknowledges that the waiver approved this date does not guarantee approval of any
future waiver requests for this or any other project.
Sincerely,
Jeremy Kashman, P.E.
City Engineer
November 6, 2023
Board of Public Works and Safety
One Civic Square
Carmel, Indiana 46032
RE: CURB CUT REQUEST; CURB CUT VACATION– 441 2nd AVE NE
Dear Board Members:
Wedgewood Builders has requested approval of a curb cut to serve a proposed residence at 441 2nd Ave NE
(Exhibit attached). The existing approach on 2nd Ave NE will be vacated and the proposed driveway will be installed
from the alley east of the property. There are no alignment or sight line issues associated with this request.
The Department of Engineering recommends that the Board approve the requested curb cut and curb cut
vacations contingent upon satisfaction of the following requirements:
• In constructing the entrance, the petitioner’s contractor shall comply with the provisions of Carmel City
Code 6-227(a)(1), 6-227(a)(8) and 6-227(b).
• The portion of the proposed entrance within the right of way is constructed of concrete pursuant to
Carmel City Code 6-227(h)(6).
• The vacated curb cut and existing driveway shall be completely removed and restored to the satisfaction
of the City Engineer.
• Apron within right of way shall not exceed maximum width indicated on City Standard Details and shall be
minimum 6” thickness concrete. (City of Carmel Standard Drawing 10-21A) No portion of the proposed
drive aprons within the City right of way shall encroach past the extension of the property line to the
center of the street.
• Public streets and alleys shall be always kept clean of dirt and debris.
• Petitioner understands that approval is granted for the items described above only. All other items of
work shown on the attached exhibits are subject to review and approval by the Department of
Engineering and other Departments of the City as a part of a separate process.
• Access to surrounding properties shall be maintained at all times.
• Any damage to improvements within the public right-of-way connected with the construction of the
project shall be restored to comply with all city codes and standards to the satisfaction of the City when
work is complete.
Sincerely,
Jeremy Kashman, P.E.
City Engineer
November 6, 2023
Board of Public Works and Safety
One Civic Square
Carmel, Indiana 46032
RE: 111th & SPRING MILL ROAD – GRANT OF PERPETUAL STORM WATER QUALITY MANAGEMENT
EASEMENT- THE STEADMAN APARTMENTS
Dear Board Members:
Bridges Apartments, LLC has requested the city accept a Grant of Perpetual Storm Water Quality
Management Easement associated with construction of the Steadman Apartments at the NE corner of
111th and Spring Mill Road
Attached are the required Grant of Perpetual Storm Water Quality Management Easement documents.
The Department of Engineering has reviewed the attached forms and found them sufficient for Board
signatures.
Sincerely,
Jeremy Kashman, P.E.
City Engineer
Cross Reference to Deed: 2021-68667
GRANT OF PERPETUAL STORM WATER QUALITY MANAGEMENT EASEMENT
This easement (the “Easement”) is by and between the Bridges Apartments LLC, (the
"Grantor") and the City of Carmel, Indiana (the “City”), by and through its Board of Public Works &
Safety (the “Grantee”) and shall have as its effective date the later of the date on which Grantor
executes this Easement or the date on which Grantee executes this easement;
WITNESSETH THAT:
WHEREAS, Grantor is the owner of the real estate conveyed by the deed identified in the
cross reference above (the “Real Estate”);
WHEREAS, Grantor intends to build 5 multifamily buildings, 6 detached garages and a
clubhouse on the Real Estate and, in connection with the construction, development and operation of
the private storm sewer, the City has approved or will approve a Storm Water Management Permit
(the “Permit”); and,
WHEREAS, the City requires this Easement in order to verify and require compliance with
the terms and conditions of the Permit and all ordinances of the City applicable to storm water
drainage and storm water quality management (collectively the “Ordinances”).
NOW, THEREFORE, in consideration of the mutual covenants herein set forth and other
good and valuable consideration, the receipt of which is hereby acknowledged, the Grantor
hereby grants to the Grantee a non-exclusive, perpetual easement on the terms and conditions
that follow:
Section 1. Easement Area. The portion of Real Estate on, under and through which this
Easement exists is legally described and graphically depicted in what is attached hereto and
incorporated herein by reference as Exhibits “A” in two parts (the “Easement Area”).
Section 2. Storm Water Quality System. Located or to be located within the Easement Area, in
the manner and areas specified in the Permit, is certain drainage and storm water quality
infrastructure, which may include, without limitation, pervious pavement, manholes, infiltration
basins, pipes, and structural and non-structural best management practices (collectively the
“Storm Water Quality System”) to be constructed, installed and maintained by Grantor, at
Grantor’s expense, in accordance with the Permit and the Ordinances.
Section 3. Purpose of Easement. Grantee shall be and hereby is permitted at all times to enter
upon the Easement Area for purposes of (i) accessing, inspecting, examining, monitoring, testing
and sampling the Storm Water Quality System, and (ii) identifying and verifying compliance
with the requirements of the Permit and the Ordinances.
Section 4. Maintenance and Repair. It shall be Grantor’s obligation to maintain in proper
working order and to repair and/or replace the Storm Water Quality System, or parts thereof,
such that (i) the effectiveness and performance of the Storm Water Quality System is not
diminished from the capabilities set forth in the Permit and (ii) the Storm Water Quality System
remains in compliance with the Permit and the Ordinances.
Section 5. Failure of Storm Water Quality System. In the event that the condition of the Storm
Water Quality System or the outflow therefrom violates or fails to comply with the requirements
set forth in the Permit and/or any of the Ordinances, Grantee shall have the right, but not the
obligation, after providing reasonable notice to Grantor, to perform, at Grantor’s expense, such
maintenance, repair, modification and/or replacement of the Storm Water Quality System as is
necessary to restore compliance with the requirements set forth in the Permit and/or the
Ordinances; provided, however, that the performance by Grantee of any such maintenance,
repair, modification and/or replacement of the Storm Water Quality System shall under no
circumstances relieve Grantor of its responsibility to maintain and operate the Storm Water
Quality System, which responsibility shall be continuous and ongoing.
Section 6. Reimbursement of Expenses and Enforcement. Grantor shall reimburse Grantee for
costs and expenses incurred by Grantee in the performance of the maintenance, repairs,
modifications and/or replacements specified in Section 5 above and, in the event of litigation to
recover such expenses, the prevailing party shall be entitled to recover reasonable attorney’s
fees.
Section 7. Character of Easement. This Easement shall be perpetual and, further, shall inure to
the benefit of and be binding upon the parties’ respective successors and assigns.
Section 8. Use by Grantor and Other Easements. Grantor shall be permitted to use the Easement
Area and also to grant other easements within the Easement Area for any purposes which do not
impair the Storm Water Quality System and which are not inconsistent or conflicting with this
Easement and the Grantee’s rights under this Easement.
Section 9. Amendment. This Easement may be amended only by a written instrument signed (i)
by then owner of the Real Estate and Board of Public Works & Safety of Carmel, Indiana or its
successor or (ii) by an order of a court of competent jurisdiction. In the event that the Real
Estate is later redeveloped and, as such, the site plan made the subject of the Permit is revised,
then the Grantee and then the owner of the Real Estate shall amend this Easement to reconfigure
the Easement Area, accordingly, so that Easement Area is adjusted to and does not conflict with
such revised site plan.
CITY OF CARMEL BOARD OF PUBLIC WORKS & SAFETY
________________________________________
James Brainard, Mayor
Date: __________
________________________________________
Mary Ann Burke, Member
Date: ____________
________________________________________
Lori Watson, Member
Date: ____________
ATTEST:
________________________________________
Sue Wolfgang, Clerk
Date: ____________
STATE OF INDIANA )
)SS:
COUNTY OF HAMILTON )
Before me, a Notary Public in and for said County and State, personally appeared James
Brainard, a member of the City of Carmel, Indiana Board of Public Works & Safety and
acknowledged execution of the foregoing Easement for and on behalf of City of Carmel, Indiana
Board of Public Works & Safety.
Witness my hand and Notarial Seal this _________ day of ___________________, 20__.
My Commission Expires: ____________________________________
_____________________ Notary Public
Residing in _______________County ____________________________________
Printed Name
STATE OF INDIANA )
)SS:
COUNTY OF HAMILTON )
Before me, a Notary Public in and for said County and State, personally appeared Mary
Ann Burke, a member of the City of Carmel, Board of Public Works & Safety and acknowledged
execution of the foregoing Easement for and on behalf of Board of Public Works & Safety.
Witness my hand and Notarial Seal this _________ day of ___________________, 20__.
My Commission Expires: ____________________________________
_____________________ Notary Public
Residing in _______________County ____________________________________
Printed Name
STATE OF INDIANA )
)SS:
COUNTY OF HAMILTON )
Before me, a Notary Public in and for said County and State, personally appeared Lori
Watson, a member of the City of Carmel, Board of Public Works & Safety and acknowledged
execution of the foregoing Easement for and on behalf of City of Carmel Board of Public Works
& Safety.
Witness my hand and Notarial Seal this _________ day of ___________________, 20__.
My Commission Expires: ____________________________________
_____________________ Notary Public
Residing in _______________County ____________________________________
Printed Name
STATE OF INDIANA )
)SS:
COUNTY OF HAMILTON )
Before me, a Notary Public in and for said County and State, personally appeared Sue
Wolfgang, the Clerk of the City of Carmel, Indiana and acknowledged execution of the
foregoing Easement as the Clerk of the City of Carmel, Indiana.
Witness my hand and Notarial Seal this _________ day of ___________________, 20__.
My Commission Expires: ____________________________________
_____________________ Notary Public
Residing in _______________County ____________________________________
Printed Name
Pursuant to IC 36-2-11-15(b)(2), I affirm, under the penalties for perjury, that I have taken
reasonable care to redact each Social Security number in this document, unless required by law –
Jon Oberlander, Esq.
Prepared by: Jon Oberlander, Corporation Counsel, One Civic Square, Carmel, IN 46032
Return to: Jeremy Kashman, P.E., City Engineer, One Civic Square, Carmel, IN 46032
LEGAL DESCRIPTION
15’ BMP & Access Easement
A part of the West Half of the Northwest Quarter of Section 2, Township 17 North, Range 3 East
of the 2nd Principal Meridian, Hamilton County, Indiana, described as follows:
COMMENCING at the southeast corner of said half quarter section; thence South 88 degrees 57
minutes 32 seconds West 310.02 feet along the South line of said half quarter section (assumed
basis of bearings) to a southwestern corner of that 4.530 acre tract described in Instrument Number
2013003752; thence North 01 degree 08 minutes 28 seconds West along a westerly line of said
4.530 acre tract, 50.00 feet to the northerly right-of-way of 111th Street; thence South 88 degrees
57 minutes 32 seconds West 230.41 feet along said northerly right-of-way to the southeastern
corner of that 12.493 acre tract described in Instrument Number 2021068667; thence along the
eastern boundary of said 12.493 acre tract to the northeast corner thereof, the following four (4)
courses 1) thence North 01 degree 02 minutes 28 seconds West 54.36 feet; 2) thence Northwesterly
200.49 feet along a tangent curve to the left having a radius of 262.50 feet and subtended by a long
chord having a bearing of North 22 degrees 55 minutes 19 seconds West and a distance of 195.66
feet; 3) thence Northwesterly 185.96 feet along a reverse curve to the right having a radius of
237.50 feet and subtended by a long chord having a bearing of North 22 degrees 22 minutes 20
seconds West and a distance of 181.24 feet; 4) thence North 00 degrees 03 minutes 30 seconds
East 451.84 feet to the northeastern corner of said 12.493 acre tract; thence North 89 degrees 55
minutes 59 seconds West and a distance of 36.00 feet along the north line of said 12.493 acre tract
to the northwest corner of that BMP and Access Easement recorded as Instrument Number
2022051647; thence South 00 degrees 03 minutes 30 seconds West and a distance of 238.91 feet
along the west line of said BMP and Access Easement to the POINT OF BEGINNING of this
description: thence South 00 degrees 03 minutes 30 seconds West and a distance of 15.00 feet
continuing along said west line; thence North 89 degrees 56 minutes 36 seconds West and a
distance of 15.00 feet; thence North 00 degrees 03 minutes 36 seconds East and a distance of
15.00 feet; thence South 89 degrees 56 minutes 36 seconds East and a distance of 15.00 feet to the
POINT OF BEGINNING and containing 0.005 acres, more or less.
EXHIBIT 'A' 1 OF 2
PLOT DATE: 10/18/2023 11:16 AMPLOT SCALE: 1:2.5849 EDIT DATE: 10/18/2023 EDITED BY: TMCGILL DRAWING FILE: P:\2021\00998\D. Drawings\Survey\Exhibits\202100998.SV.2023-10-18.Exhibit.15' BMP & ACCESS ESMT.dwg
Scale:
Drawn By:
Checked By:
Date:
Job No.:
1" = 150'
T. McGill
T. McGill
10/18/2023
2021.00998
9025 River Road, Suite 200 | Indianapolis, Indiana 46240
TEL 317.547.5580 | FAX 317.543.0270
www.structurepoint.com
15' BMP &
ACCESS
EASEMENT
EXHIBIT
SHEET
1 OF 1
EXHIBIT 'A' 2 OF 2