Carmel Lofts LLC/75,000/2012 Parking Agreement PARKING SERVICES AGREEMENT
This Parking Services Agreement (the "Agreement"), entered into by and between Carmel Lofts
LLC ("CL"), and the City of Carmel, Indiana (the "City"), as of the 1st day of January, 2012 (the "Effective Date"),
WITNESSES:
Recitals
WHEREAS, CL owns and operates that certain parking structure and related facilities(the"Parking
Garage") as part of CL's mixed-use development in the Carmel Arts& Design District(the"Arts District") commonly
known as Sophia Square(the"Project");
WHEREAS the Parking Garage serves both the Project and the general public visiting the Arts
District;
WHEREAS, the City has agreed to reimburse CL for certain operating expenses incurred by CL
during the Term(as hereinafter defined)in the operation of the Parking Garage(the"Operating Expenses");and
WHEREAS,CL and the City desire to enter into this Agreement;
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
acknowledged hereby,the parties agree as follows:
1. Term. The term of this Agreement(the"Term")shall:(a) commence on the Effective Date;and (b)end on
December 31,2012.
2. Agreement. Subject to the terms and conditions of this Section, the City shall reimburse CL for the
Operating Expenses for public spaces in the Parking Garage incurred during the Term (the "Public Parking
Payment"). To receive any amount hereunder, CL shall deliver to the City invoices for the Operating Expenses,
together with documentation evidencing the same. Upon delivery of the foregoing, the City shall pay to CL the
Public Parking Payment (or such portion thereof) in accordance with Indiana law and standard approval and
payment procedures established by the City but in no event more than 90 days after the City's receipt of an invoice
therefor. Notwithstanding anything stated herein to the contrary, the total amount paid by the City under this
Agreement shall not exceed$75,000.
3. Notice. Any notice required or permitted to be given by any party to this Agreement shall be in writing,
and shall be deemed to have been given when: (a) hand-delivered to the other party; (b) sent by facsimile,
with electronic confirmation of receipt; or (c) sent by national overnight delivery service, with confirmation of
receipt, addressed as follows: to CL at 47 S. Pennsylvania Street, 10th Floor, Indianapolis, Indiana 46204,
Facsimile: 317-635-1100, Attn: Ersal Ozdemir; and to the City at City Hall, 1 Civic Square,Carmel, Indiana 46032,
Facsimile:317-844-3498,Attn:Mayor,with a copy to:City Attorney,City of Carmel,City Hall, 1 Civic Square,Carmel,
Indiana 46032, Facsimile: 317-571-2484. Any party may change its address for notice from time to time by
delivering notice to the other party as provided above.
4. E-Verify. All terms defined in I.0 . § 22-5-1.7 et seq. are adopted and incorporated into this Section. -
Pursuant to I.C. § 22-5-1.7 et seq., CL 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. CL is further
required to execute an affidavit affirming that: (a) it is a\enrolled and is participating in the E-Verify program; and
(b) does not knowingly employ any unauthorized aliens. In support of the affidavit, CL shall provide the City with
documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect
until said affidavit is signed by CL and delivered to the City's authorized representative.
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Should CL subcontract for the performance of any work under this Agreement,CL shall require any subcontractor(s)
to certify by affidavit that: (a) the subcontractor does not knowingly employ or contract with any unauthorized
aliens; and (b) has enrolled and is participating in the E-Verify program. CL shall maintain a copy of such
certification during of the term of any subcontract. CL also shall deliver a copy of the certification to the City within
seven days of the effective date of the subcontract.
If CL, or any subcontractor of C L, knowingly employs or contracts with any unauthorized aliens, or retains an
employee or contract with a person that CL or subcontractor subsequently learns is an unauthorized alien, then CL
shall terminate the employment of or contract with the unauthorized alien within 30 days (the "Cure Period").
Should CL or any subcontractor of CL fail to cure with the Cure Period,the City shall have the right to terminate this
Agreement without consequence.
The E-Verify requirements of this Agreement shall not apply should the E-Verify program cease to exist.
5. Nondiscrimination. CL represents and warrants that it and all of its officers, employees, agents,
contractors, and subcontractors shall comply with all laws of the United States, the State of Indiana, and the City
prohibiting discrimination against any employee, applicant for employment, or other person in the provision of any
goods and services provided by this Agreement with respect to his or her hire, tenure, terms, conditions and
privileges of employment, and any other matter related to his or her employment or subcontracting, because of
race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status, and/or Vietnam-era
veteran status.
6. Iran Certification. Pursuant to I.C. § 5-22-16.5, CL shall certify that, in signing this document, it does not
engage in investment activities within the Country of Iran.
7. No Release. Nothing set forth in this Agreement shall be deemed: (a) a satisfaction, accord, novation,
waiver, or release of: (i) any obligation, requirement, covenant, or provision contained in any agreement or
instrument by and between The City of Carmel Redevelopment Commission or the City (or any agency, board or
division thereof) and CL related to the Parking Garage; and (ii) any obligation to pay Operating Expenses, taxes, or
other amounts related to the Parking Garage for any period before or after the Term or with respect to any such
amounts that exceed the monetary cap set forth herein; in either case, except to the extent that such obligations
actually are invoiced by CL and paid by the City hereunder; and (b) to supersede any Parking Management
Agreement required to be executed for the Parking Garage.
8. Miscellaneous. This Agreement shall be governed by, and construed in accordance with,the laws of the
State of Indiana. This Agreement shall inure to the benefit of, and be binding upon, CL, as owner of the Parking
Garage, and the City, and their respective successors and assigns. This Agreement may be modified only by a
written agreement signed by both parties. This Agreement shall not be construed to create a contractual
relationship with, give rights or benefits to, or create a cause of action in favor of, anyone other than the parties
hereto. Each of the undersigned certifies that: (a) he or she is a duly authorized representative of CL or the City, as
the case may be; (b) he or she has been fully authorized and empowered to execute and deliver this Agreement;
and (c) CL or the City, as the case may be, has full capacity to assume and agree to perform all of the obligations to
be performed by the terms of this Agreement. This Agreement may be executed in separate counterparts, each of
which when so executed shall be an original, but all of which together shall constitute but one and the same
instrument.
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IN WITNESS WHEREOF,CL and the City have executed this Agreement as of the Effective Date.
CL:
CARMEL LOFTS LLC,a Jena limited liability company
By:Keystone Gro • LLC,Me b-r
if r Ersa W'.e�, Member
if
CITY:
THE CITY OF CARMEL, INDIANA
By: f/ /
IT
James C. Brainard,Mayor
-3-
Ul AFFIDAVIT
" ' �� peq ,being first duly sworn, deposes
and ys that he/she is familiar with and has personal knowledge of the facts herein and,
if called as a witness in this matter,could testify as follows:
1. I am over eighteen(18) years of age and am competent to testify to the
facts contained herein.
2. I ani now and at all times relevant herein have bgen employed by
L"�57 Bne (i✓n�, LLC /01 twill\ rL (main La(Js LU(ehe"Employer")
in the position of 6 04,4 Cows"
3. I am familiar with the employment policies,practices, and procedures of
the Employer and have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E-Verify program.
Documentation of this enrollment and participation is attached as Exhibit
"A"and incorporated herein.
5. The Employer does not knowingly employ any unauthorized aliens.
6. To the best of my information and belief,the Employer does not currently
employ any unauthorized aliens.
7. FURTHER /AFFIANT SAYETH NOT.
EXECUTED on the rte day of / P'IGIa , 20/A,
Printed: �� �✓� l✓, 1.
I certify under the penalties for perjury under the laws of the United States of America
and the State of Indiana that the foregoing factual statements and representations are true
and correct. // tt n a^ nn
ANDREA M. ROELL Printed: lANOREh 11& 120 IWO-
NOTARY PUBLIC
SEAL
STATE OF INDIANA
•
MARION COUNTY
MY COMMISSION EXPIRES:
NOVEMBER 8,2016
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RESOLUTION NO. BPW-12-19-12-01
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING RECEIPT OF CONTRACT
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's mayor shall sign all contracts of the City; and
WHEREAS, pursuant to his authority under Indiana law, the City's mayor, the Honorable James C.
Brainard, has signed the City contract attached hereto as Exhibit A(the"Contract"); and
WHEREAS, Mayor Brainard now wishes to present the contract to the City's Board of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk-Treasurer's Office, 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-Treasurer and thereafter made available to
the public for review.
SO RESOLVED this 11 day of 3Q('.embQY , 2012.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
dir
James Brainard, Presiding Officer -
�ate:
air ),
Mary Burke, Iytybey
Date: //
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Lori S. W. so !e ber
Date: t&(1q rt
ATTEST:
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Di. a ordray, IMCAUferk-T, easurer
Date: Iat 17----
2.1E Bass Wry Documents1BPW-Resolutions120121Aclnowtedge PARKING SERVICES Agmt 12-12-12 docxl2/14/2012 12:55 PM