Environmental Labs/UTIL/License Agreement 4114
LICENSE AGREEMENT best
This License Agreement (the "Agreement") made, effective as of February _, 2013, by
and between the City of Carmel, Indiana, acting by and through its Board of Public Works,
hereinafter referred to as "Licensor" and Environmental Laboratories Inc, an Indiana
corporation, hereinafter referred to as "Licensee".
WHEREAS, the City of Carmel, Indiana owns and operates a facility commonly known
as the Carmel Water Works, Plant #1 at, 4915 E. 106`h Street, Cannel, Indiana ("Carmel Water").
WHEREAS, the City of Carmel, Indiana is required to regularly test its water supply
through a certified testing company;
WHEREAS, Environmental Laboratories Inc ("ELI") is a certified laboratory/testing
company capable of providing professional testing services required by the City of Carmel;
WHEREAS, ELI has requested a license to use approximately 150 square feet of space
within the existing lab at Carmel Water to receive and test water and other samples using ELI's
own equipment, supplies and personnel; and
WHEREAS, granting ELI a license to use space within the existing lab at Carmel Water
benefits the City of Carmel by improving efficiency and turnaround time for testing samples.
NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, the parties agree as follows:
1. GRANT OF LICENSE. Licensor grants to Licensee a non-exclusive license to use,
subject to all of the terms and conditions of this Agreement, approximately 150 square feet of
space within the existing lab at Carmel Water as shown on Exhibit A (the "License Space").
Licensee shall at all times during the term of this Agreement be an independent contractor.
2. USE OF AND ACCESS TO LICENSE SPACE. The License Space may be occupied
and used by Licensee solely for the purpose of receiving and testing water and other samples
using the Licensee's own equipment, supplies and personnel and for such other incidental
purposes related to such testing during the period beginning on the date this Agreement is
executed by both Licensor and Licensee and continuing for a period of twelve (12) months,
unless otherwise terminated as provided in this License.
Licensee shall provide all of its own equipment. Licensee may, subject to approval by
Licensor and in compliance with rules and regulations of Licensor, use the Licensor's fume hood
located in the existing lab at Cannel Water. Licensee shall be responsible for, and Licensee's
indemnity herein shall protect Licensor from, any damage to the fume hood, the License Space
or Carmel Water as a result of Licensee's actions, negligence or misconduct. Licensee may not
have more than three (3) employees working at the License Space. Licensee shall not permit any
other party to visit the License Space, other than to drop off water samples for testing.
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Licensee's activities under this Agreement shall not interfere with Licensor's work and activities
at Carmel Water.
Licensee's access to the License Space shall be limited to the hours of 8:00 a.m. to 4:30
p.m. Monday thru Friday, other than City of Carmel holidays. At all other times, access shall be
allowed upon terms and conditions reasonably acceptable to Licensor and Licensee. Licensee
shall be responsible for any damages caused and/or claims brought as a result of Licensee's
access to or use of the License Space.
3. LICENSE FEE. In lieu of a license fee. Licensee will discount each invoice for the
Licensor at the rate of twenty percent(20%) during the term of this Agreement (the "Discount").
Any work performed by Licensee on behalf of the Licensor will be billed at rates set forth on
Exhibit B (the "Rates"), subject to the Discount. The Rates shall be in effect for the term of this
Agreement. Notwithstanding anything in this Agreement, Licensor has no obligation to use
Licensee to test water or other samples.
4. COMMON AREAS. Licensor shall make available from time to time, such common
areas as and to the extent the Licensor shall alone, from time to time, deem appropriate. Subject
to other terms and provisions of this Agreement, Licensor shall operate, manage, equip, light,
repair and maintain the common areas for their intended purposes in such manner and/or by such
designees as the Licensor shall, in its sole discretion from time to time determine and may from
time to time change the size, location, elevation, nature and the use of any common area and may
make installations therein and move and remove the same, but not to unreasonably interfere with
Licensee's rights under this Agreement.
The Licensee, including Licensee's employees, shall have the non-exclusive right in
common with the Licensor and all others to whom the Licensor may grant rights to use the
common areas as designated from time to time by the Lessor. Licensor may, at any time, close
any common areas to make repairs or changes in such area, and may do such other acts in and to
the common areas as it in its judgment may be desirable.
For the purposes of this License Agreement, the term "common areas" shall mean the
lobby, waiting areas, public entrances, parking areas and any other public portions of Carmel
Water.
5. INSURANCE. The Licensee shall, at its own expense, maintain in effect during
the term of this License the following insurance with limits as shown or greater:
General Liability (including automobile) with a combined single limit of$1,000,000.
The Licensor shall be named as an Additional Insured and be given a thirty (30) day notice of
cancellation, non-renewal or significant change of coverage.
Worker's Compensation at the statutory limit. Workers Compensation shall include a
Waiver of Subrogation endorsement in favor of Licensor.
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The Licensee shall provide to Licensor, Certificates of Insurance indicating the aforesaid
coverage on or before the date of this License. Licensee's insurer shall be licensed to do
business in the State of Indiana and shall be reasonably acceptable to Licensor.
6. INDEMNIFICATION. Licensee agrees to defend, indemnify and hold harmless
Licensor, its officers, directors, officer and employees, of and from any and all third party
claims, liabilities, suits, costs,judgment or damages, including reasonable attorney's fees, to the
extent they arise from the negligence, error, omission, or failure to perform by Licensee, its
employees, contractors or agents.
7. TAXES. The Licensee shall pay any and all taxes levied regarding the personal
property owned by Licensee located at the Property and Licensee's business.
8. EQUIPMENT AND REMOVAL OF EQUIPMENT. Licensee, at Licensee's
sole expense and risk, may leave personal property and equipment in the License Space during
the term of this Agreement. Licensor shall have no liability for any damage to or theft of
Licensee's Equipment. Upon the termination or expiration of this Agreement, Licensee shall
have the right, at its sole cost and expense, to remove from the License Space, any equipment,
machinery or other personal property used by Licensee at the License Space; provided, that at the
time of such removal, the portion or portions, if any, of the property injured by such removal
shall be restored to its prior condition, at the cost and expense of the Licensee, ordinary wear and
tear excepted.
9. COMPLIANCE WITH LAWS. Licensee agrees that it will, during the term
hereof, or any extension or renewal hereof, observe and comply with all applicable rules or
order, regulations, rules, ordinances and requirements of any federal, state, county and other
municipal governments or subdivisions. Licensee is solely responsible for compliance with any
and all federal, state and local law, rules, regulations, ordinances and any other agreement related
to confidentiality and/or maintenance of records related to Licensee's work.
Licensee represents and warrants that it will not use hazardous materials at the License
Space and there exists no environmental or hazardous material risk or other potential adverse
effect or harm to persons or property stemming from Licensee's proposed operations and
activities at the License Space.
Licensee hereby represents that it shall comply with the existing laws of the United
States, the State of Indiana and the City of Carmel and specifically agrees that it, (a) will not
discriminate against any employee, applicant for employment to be employed in the performance
of this Agreement, with respect to hire, tenure, terms, conditions, or privileges of employment
because of race, religion, color, age, sex, handicap, national origin or ancestry, disabled veteran
status or Vietnam era veteran status; (b) is enrolled in, and until it no longer exists, uses, the E-
Verify program of the Illegal Immigration Reform and Immigration Responsibility Act of 1996,
as amended, (the "E-verify Program") to verify the work eligibility status of all Licensee's
employees hired after June 30, 2011, and will otherwise comply with Indiana Code 22-5-1.7 as
to any subcontractor used by Licensee; and (c) has not entered into a combination or an
agreement relative to the price to be offered by a person, to prevent a person from making an
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offer, to induce a person to refrain from a making an offer and that Licensee's offer was made
without reference to any other offer. Pursuant to Indiana Code 5-22-16.5-13, Licensee certifies
that it does not engage in investment activities within the Country of Iran. Breach of these
covenants shall be deemed a material breach of this Agreement and Licensor may terminate the
Agreement with verbal notice to Licensee.
10. TERMINATION. Either party may terminate this Agreement at any time by
giving written notice to the other, specifying the date of termination, such notice to be given not
less than sixty (60) days prior to the date specified in such notice for the date of termination.
If at any time there should be any default on the part of Licensee in the payment/credit of
the license fee or in the performance of any other obligations or covenants of Licensee hereunder
and any such default or defaults shall continue for a period of five (5) days after written notice
thereof shall be delivered to Licensee; or if the Licensee shall make an assignment for the benefit
of creditors, be placed in receivership or adjudicated a bankruptcy, or take advantage of any
bankruptcy or insolvency law, Licensor may immediately terminate this Agreement and pursue
any remedies available at law or equity. Licensee shall pay to Licensor all reasonable costs and
expense, including attorney's fees incurred by Licensor in exercising its rights or remedies
hereunder or enforcing any terms, conditions or provisions hereof
11. GOVERNING LAW. It is agreed this Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Indiana.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties and any prior understanding or representing of any kind preceding the date of this
Agreement shall not be binding on either party except to the extent incorporation in this
Agreement.
13. MODIFICATION. Any modification of this Agreement shall be binding only if
evidenced in writing signed by each party.
14. INVALIDITY OF PROVISIONS. If any term, covenant or provision of this
Agreement or application thereof to any person or circumstance, shall at any time or to any
extent be invalid or unenforceable, the remainder of this Agreement or the application of such
term of provision to persons or circumstances, other than those which have been held invalid or
unenforceable, shall not be affected thereby and each term, covenant and condition or provision
of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
15. NOTICES. Any notice provided for or concerning this Agreement shall be in
writing and shall be deemed effective when delivered personally, or sent by certified mail, return
receipt requested, to the respective parties at their address as follows:
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LICENSOR LICENSEE
City of Carmel. Indiana Environmental Laboratories Inc
Attn: Director of Utilities Attn: Chris E. Myers
760 Third Avenue SW PO Box 968, 635 Green Road
Carmel, IN 46032 Madison, IN 47250
Copy to:
City of Carmel, Indiana
Attn: City Attorney
One Civic Square
Carmel, IN 46032
or at such other address as either may from time to time specify in writing.
16. RENEWAL. This Agreement may be renewed for an additional twelve (12)
month period upon the same terms and conditions if mutually agreed by Licensor and Licensee
on or prior to the expiration of the initial term of this Agreement.
17. PUBLICITY AND SOLICITATION. Licensee shall not have any right to
advertise Licensee's use of the License Space or use Licensor's address in any advertisement,
publication, promotional or marketing materials, announcement, social media or any other
similar source without the prior written approval of Licensor, which approval shall not be
unreasonably withheld. Licensor hereby designates John Duffy. Director of Utilities, at 760
Third Avenue SW, Carmel, Indiana, 46032, jduffy @carmel.in.gov and 317-571-2451, as the
contact for such approval. Licensee hereby acknowledges and agrees that solicitation is
prohibited at Carmel Water.
18. GOVERNMENT AND OTHER APPROVALS. Licensee shall apply for and
obtain, at Licensee's expense, any local, state, federal licenses, permits and other approvals (the
"Approvals") which may be required to allow Licensee's use of the License Space and/or in the
conduct of Licensee's business.
19. ASSIGNMENT. Licensee has no right to assign its rights under this Agreement.
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LICENSOR
City of Carmel, Indiana, acting by and through
its Board of Public Works
By: U/ /0 t 102,619-41--
James Brainard, Presiding Officer
Date:
By:
Ma Ann Burke, Member
Date:
By: i/
Lori W• on, Member
Date: 3/!n/13
ATTEST: � ■
j
Diana L. Cordray, I/AM Clerk-Treasurer
V
Date: 73
LICENSEE
Environme tats✓�ator )Inc
By: e-0
i"s E. Myers,
Enviro n ntal L ,borat Ties Inc_�p A c9
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Exhibit A
Treatment Plant 1- 4915 E. 106th Street Carmel IN 46032
Lab Area
10° ' l FUME
C✓ HOOD C✓ Tempering Tank
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171:211 — lad •
•OS — ' LAB. STORAGE MO I
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/ARORATORY SAMPLE DROP-OFF
BALANCE 211 209
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-0" _ 14 -8" u3,-41 20'-8" 13`-4 19�-8" 13�-4 +
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I ___J Environmental Lab Inc Work space ,
Exhibit B
Carmel Water PWS 5229004 2013
Samples Requirements Quantity Cost/Sample Total Discount Total
VOC 1st&2nd qtr(Plant 1 start up) 2 $ 100.00 $ 200.00 20% $ 160.00
SOC with Glyphosate 1st&2nd qtr(Plant 1 start up) 2 $ 100.00 $ 200.00 20% $ 160.00
Nitrate-Chlorinated 1 sample/Plant/year 4 $ 15.00 $ 60.00 20% $ 48.00
Total Coliform(Bacteriological) 80 samples/month 960 $ 12.00 $ 11,520.00 20% $ 9,216.00
TTHM-Stage 2 DBP 4 samples/quarter 16 $ 70.00 $ 1,120.00 20% $ 896.00
HAAS-Stage 2 DBP 4 samples/quarter 16 $ 150.00 $ 2,400.00 20% $ 1,920.00
Sodium 1 sample/Plant(1st&3rd qtr) 8 $ 16.00 $ 128.00 20% $ 102.40
Proposed Yearly Expense $15,628.00 $12,502.40
Carmel Clay Water PWS 5229024
Samples Requirements Quantity Cost/Sample Total Discount Total
Lead&Copper 10 samples between June-Sept. 10 $ 20.00 $ 200.00 20% $ 160.00
Total Coliform(Bacteriological) 3 samples/month 36 $ 12.00 $ 432.00 20% $ 345.60
TTHM-Stage 2 DBP 4 samples/quarter 16 $ 70.00 $ 1,120.00 20% $ 896.00
HAAS-Stage 2 DBP 4 samples/quarter 16 $ 150.00 $ 2,400.00 20% $ 1,920.00
Proposed Yearly Expense $ 4,152.00 $ 3,321.60
Total Yearly Expenses $19,780.00 $15,824.00
'New construction/Inspection samples are not included in quantity,but are applicable for 20%discount
(Sample collection follows requirements stated in Permit/N00