RESOLTUION NO. R:O2242OD A RESOLUTION OF THE CITY OF FISHERS BOARD OF PUBLIC WORKS & SAFETY APPROVING NON-PROFIT CONTRIBUTION AGREEMENTS

WHEREAS, the City of Fishers, Hamilton County, ("City") is committed to advancing Fishers as a smart, vibrant, and entrepreneurial community;

WHEREAS, the City is committed to adding value and vibrancy to Fishers by supporting organizations that have a positive impact on the Fishers community;

WHEREAS, the City's Common CouncilNon-Prof,rt Committee instituted an application process and guidelines to encourage non-profrt organizations ("Non-Profits") located in Hamilton County, Indiana with projects or events in Fishers to submit applications for grant funding from the City;

WHEREAS, the Non-Profit Committee reviewed each application and selected five (5) Non- Profits to receive grant funding (the "Contributions"), as set forth in Exhibit A, attached hereto and incorporated herein, which was approved as part of the City's 2020 budget;

WHEREAS, the Non-Profrts selected to receive Contributions from the City are committed to contributing to Fishers' sense of place, creating additional public interaction, and adding value to the Fishers community; and

WHEREAS, the City has agreed to the Contributions to support the selected Non-Profit's event or project contingent upon the terms and conditions set forth in the Contribution Agreements attached hereto as Exhibit B and incorporated herein, (the "Contribution Agreements").

NOW, THEREFORE, BE IT RESOLVED by the Board of Public Works & Safety of the City of Fishers, Hamilton County, Indiana meeting in regular session as follows:

Section l. The Contribution Agreements are hereby approved in substantially similar form as Exhibit B, attached hereto and incorporated herein.

Section 2. The Mayor is hereby authorized to execute the Contribution Agreements and any and all ancillary documents necessary to effectuate its intent.

Section 3. This Resolution shall be in full force and effect upon passage and in accordance with Indiana law.

ALL OF WHICH IS RE$OLVED BY the City of Fishers Board of Public Works & Safety, Hamilton County, Indiana this þf?ay of February, 2020. BOARD OF PUBLIC IVORKS & SAFETY, CITY OF FISHERS HAMILTON COUNTY, INDIANA

YAY NAY ABSTAIN //" Scott Fadness, ,Úf- Chairman J Jeff Lantz, Member Jason Meyer, 4. Member -.rl

ATTEST: DATE: Board Clerk

This instrument prepared by: Christopher P. Greisl, City Attorney, City of Fishers, Hamilton County, Indiana, One Municipal Drive, Fishers, Indiana,46038

"I aflirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law." /s/ Christopher P. Greisl EXHIBIT A

Youth Mentoring lnitiative 564,107 Janus Development $15,043 HSE Foundation Slo,ooo Hamilton County YAP Sos,zso Connor Prairie Stoo,ooo S255,ooo NON.PROFIT ORGANIZATION CONTRIBUTION AGREEMENT BETWEEN CITY oF FISHERS A¡{D coNNER PRAIRTE MUSEUM, tNc. This Non- Contribution Agrcanent (hereinafter "Agreement') is made entered into this of and 20Qby and between the City of Fishers, Hamilton County, lndiana ("Fishers") acting and its Board of Public Works and Safety ("Board") CONNER PRAIRIE and MUSEUM, INC., (,,coNNER PRAIRIE"), as follows:

WHEREAS, Fishers is committed to advancing its city as a smart, vibrant, community; and entrepreneurial

WHEREAS, Fishers is committed to adding value and vibrancy to the organizations city and supporting that have a positive impact on the Fìshers community;

WFIEREAS, coNNER PRAIRIE is dedicated to inspiring curiosity and fostering learning I¡diana's past by.providin-g about engaging, individualiz.a, unã unique experiences Balloon through the lg59 Voyage (..pu¡pose') ;

WHEREAS' coNNER PRAIRIE has applied for certain funds to be contributed by Fishers in furtherance of CONNER PRAIRIE's purpose;

WHEREAS, Fishers has agrecd to contribute csrtain proceeds to support coNNER pRAIRIE,s Purpose, contingent upon the térms set forth herein r;õà"ülrtion,); and WHEREAS, the parties agree that the contribution shall be used only for eligible costs ñ¡rtherance of coNNER purpose, in PRAIRIE'' as more fully set forth herein.

Now' THEREFORE, in consideration of the foregoing recitals and the following promises, the parties hereby agree as follows:

I. TERM

j:lf of this Agreetnent shall commence 3" on January l, z020,and shall terminate on December 3l' 2020, unless terminated earlier accordance in witú túis Agreement or until the parties have discharged all of their respective responsibiliti"s as prouio"Ji.r"in, whichever first occurs. U. PAYMENT OF MATCHING CONTRIBUTION

subject to the satisfaction of coNNER PRAIRIE's commiftlents as ñ¡rther defined herein, coNNER PRAIRIE shall have the opportunity to receive one Hundred Thousand Dollars ($100,000'00) from the city if it provideithe cityïith suificient evidence that it has independently raised an amount up to one Hunàred rh9ya1{ bollars ($100,000.00) through its own ñrndraising ("Match opportunity"). coNNER fbn:. PRAIRIE àcknowledges and understands that the contribution available under this Agreement is strictly to ue t tììizø ör its p"rd;;;. fi.¡rther defined herein' coNNER PRAIRIE shall eãsure that the cont¡uution funa, *e,rr"däly fo,. costs in accordance with this Agreement. The maximum "llowable amount- of contribution available under this Agreernent is one Hundred Thousand Dollars rs r oo,ooo"oo¡. cotwgn PRAIRIE understands that it may be subject to an audit by the Indiana staie Board ofíccounts, pursuant to I.c. 5-l l-l et seq. ilI. COIINER PRAIRIE'S COMMITMENTS

ln consideration for receiving the Contribution, CONNER PRAIRIE hereby agrees to perform or cause to be performed the following:

Accountins a' -of City Contriþution. CONNER PRAIRIE shall provide Fishers with bi-a¡nual reports detailing Contribution expenditures. Each expenditure shall be accompanied by documentation to support costs. CONNER PRAIRIE Jhall provide a report to Fishers by or before July 1, 2020,andDecember 31,2020.

b' Co4flict of Interest. CONNER PRAIRIE shall ensure that no City employee or City official receives any compensation from either (a) the Contribution or (b) bci¡Ngn PRAIRIE. Notwithstandi$ tlrc foregoing, any City employee or City officialäay volunteer their time tO CONNER PRAIRIE.

CONNER PRAIRIE further affirms that it is in compliance with all applicable rules and laws, including its own By-laws and Articles of Incorporatiori

Unless waived in writing by Fishers or its successors or assigns, in the event that: CONNER PRAIRIE fails to materially fulfïll its commitments described herein] cbuNen pRAIRIE agre€s that it shall repay the Contribution received under this Agreement to Flshers, or its succerror, ã, assigns. In the event that CoNNER PÀAIRIE is required to repay the Contribution in whole orpart, upon calculation of the amount pneiniB due by Fishers, CONNER shall promptly remit the amounts due.

ry. MONITORING BY FISHERS Fishers may conduct a monitoring review and evaluation of coNNER PRAIRIE's financial activities as it deems appropriate. CONNER PRAIRIE shalleffectively ensure the cooperation ofits employees or agents in such monitoring and evaluation efforts. COtWBn PRAIRiE shall take alt acúons necessary to correct cY9 any 9¡ findings identified by Fishers during its monitoring and evaluation. CONNER PRAIRIE's failure to correct or cure any findings idãntified by Fis-hers to Fishers, satisfaction may result in termination of this Agreemãnt and ú. t"puy*ent óf the Contribution to Fishers.

V. AVAILABILITY OF T'UNDS

N^otwithstanding anything in this Agreernent to the conhary, it is expressly agreed that the obligation of Fishers to pay the Conhibution shall be limited to the ãvailabiliiy of n nãr froà rirn"rr' budget and CoNNER PRAIRIE's fulfillment of its responsibilities and commitments as defined herein.

VI. TERMINATION OF AGREEMENT

This Agr€ement may be terminated by Fishers, effective upon written notice to CONNER pRAIRIE, under-the following circumstances: (1) CONNER PRAIRIE fails to make satisfactory prog..*ó Purpose lo-tqdt its o.r.the goals or objectives established by this Agreement; fulr to meet its Muçh lzj opporhrnity; (3)-without the prior approval of Fishers, cotrNEn piùÍn¡B proposes or implements substantial plan changes to the extcnt that, iforiginally submitted, the Contribution would not have been approved; (4) coNNER PRAIRIE fails lo suúmit requirád;;gr.5 reports and

2 accompanying documentation; (5) coNNER PRAIRIE fails to comply with any requirement, commitment, or certification in this Agreement; (6) coNNER pneinjn fails to comply with applicable laws, rules, regulations, or ciry-ordin*""r; ór (z) for Fishers, convenience. upon receiving the city's termination notice, CoNNERPRAIRIE sfrafr píomptly return the conhibution to Fishers. coNNER PRATRIE understands and agrees that the FìsherJ hâs sole discretion as to timing and availability of allocation of Contribution funds. VII. INDEMNIFICATION

coNNER PRAIRIE agrees to indemnifr, defend, and hold harmless Fishers and its respective officers, agents, officials and employees for *y *á urilrriø party claims, actions, causes of action, judgments and liens to. the extent they arise out óf any negligent or wrongfi.rl act or omission or breach of any provision of this Agreement pnalñrÈ úy coNNEn or any of its ofücers, agents, employees or subcontractors regardless of wheiher or not it is caused part by the negligence of a party indemnified hereunder. suchindemnity -in shall include uttorn"y', fees anã all costJand other expenses arising therefrom or incurred in connection therewith.

VUI. NON DISCRIMINATION

coNNER PRAIRIE shall not discriminate- against any employee or applicant for employment because of race, color, religion, sex, sexual õrientation, grø"r identit¡ age or national origin. coNNER PRAIRIE take will affirmative action to ensurã that applicants are employed without regard to their race, color, religion, sex, sexual-orientation, gender identity, age or national origin. such action shall include, but not be limited to the followinii upgrading, demotion transfer, or recruitment or recruitment advertising layoffor teänination,"mproyment, rat"s'oîp-uy ' \ J or' other forms of compensation, and selection for training, inctuãing apprenticeship- Ix. MISCELLA¡IEOUS

This Agreement constitutes the entire agreernent between the parties and supersedes all prior agreernents, written or verbal, between Fishers and CoNNER PRAIRIE. No statements, promises or agreements whatsoever, in writing or verbal, in conflict with the terms of the Agreement have been made by Fishers or coNNER PRAIRIE wfrich il *y way modifu,vary,alter, enlarge or invalidate any of the provisions and obligations stated herein. iftir Ágt"".ent may be amended and modified only in writing signed by both Fishers and coNNER PRAïRIE. Any interpretation applied to this Agreernent shall not be made against Fishers solely by virtue of Fishãr,s o, Firho,, representatives having drafted all or any portion of this Agrecment.

X. NOTICE TO PARTIES

Whenever any notice, statement or other communication is sent to Fishers or Non-profit, it must bc sent to the following addresses, unless otherwise specifically advised in writing:

CITY OF FISHERS CONNER PRAIRIE MUSEUM. INC. Lisa Bradford, Controller Conner Prairie, fnc. Onc Municipal Drive KyIe Wenger, Vice president and Fishers, CFO IN 46038 13400 Allisonville Road Fishers, IN 46038

3 IN wITNEss wfIEREoF, the parties have executed this Agreement as of the dates shown below.

CnY OF FISEERS (ÍIshers)

By:

Date:

Conner Inc. By: C€ò Irs: q €Í2

Date: I 6 2þ

4 NON-PROFIT ORGA¡IIZATION CONTRIBUTION AGREEMENT BETWEEN CITY OF FISHERS AND YOUTH MENTORING INITIATIVE

This Non-Pro[t Organization Contribut-lon Agreement (hereinafter "Agreement") is made and entered into this -t1¿"v ofþønÁæfzo$ bv ÿ u"t*""ì the City of Fiihers, Hamilton County, Indiana ("Fishers") acting by and through its Board of Public Works and Safety ("Board") and Youth Mentoring Initiative, (*YMI"), as follows:

WHEREAS, Fishers is committed to advancing its city as a smart, vibrant, and entrepreneurial community;

WHEREAS, Fishers is committed to adding value and vibrancy to the city and supporting organizations that have a positive impact on the Fishers community;

WHEREAS, YMI is dedicated to partnering with the Hamilton Southeastem Schools to provide specialized mentor programs for students that encourage the development of personal values ("Purpose");

WHEREAS, YMI has applied for certain funds to be contributed by Fishers in furtherance of YMI'S Purpose;

WHEREAS, Fishers has agreed to contribute certain proceeds to support YMI'S Purpose, contingent upon the terms set forth herein ("Conhibution"); and

WHEREAS, the parties agree that the Contribution shall be used only for eligible costs in firtherance of YMI'S Purpose, as more fully set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the following promises, the parties hereby agree as follows:

I. TERM The term of this Agreernent shall commence on January l,2O2O, and shall terminate on December 31, 2020, unless terminated earlier in accordance with this Agreement or until the parties have discharged all of their respective responsibilities as provided herein, whichever first occurs.

II. PAYMENT OF MATCHING CONTRIBUTION

Subject to the satisfaction of YMI'S commitments as further defined herein, YMI shall have the opportunity to receive Sixty-Four Thousand, Seven Hundred and Seven Dollars and 00/100 (S64,707.00) from the City if it provides the City with sufficient evidence that it has independently raised an amount up to Sixty-Four Thousand, Seven Hundred and Seven Dollars and 00/100 ($64,707.00) ttrough its own fundraising efforts (*Match Opportunity''). YMI acknowledges and understands that the Contribution available under this Agreement is strictly to be utilized for its Purpose as further defined herein. YMI shall ensure that the Contribution funds are used only for allowable costs in accordance with this Agreement. The maximum amount of Contribution available under this Agreement is Sixty-Four Thousand, Seven Hundred and Seven Dollars and 00/100 ($64,707.00). YMI understands that it may be subject to an audit by the Indiana State Board of laws, rules, regulations, or city ordinances; or (7) for Fishers' convenience. Upon receiving the City's termination notice, YMI shall promptly retum the Contribution to Fishers. YMI understands and agrees that the Fishers has sole discretion as to timing and availability of allocation of Contribution funds.

vII. INDEMNIFICATION

YMI agrees to indernni$r, defend, and hold harmless Fishers and its respective officers, agents, officials and ernployees for any and all third party claims, actions, causes of action, judgments and liens to the extent they arise out of any negligent or wrongful act or omission or breach of any provision of this Agreement by YMI or any of its officers, agents, employees or subcontractors regardless of whether or not it is caused in part by the negligence of a party indemnified hereunder. Such indemnity shall include attorney's fees and all costs and other expenses arising therefrom or incurred in connection therewith.

VIil. NON DISCRIMINATION

YMI shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, age or national origin. YMI will take affirmative action to ensure that applicants are employed without regard to their race, color, religion, sex, sexual orientation, gender identity, age or national origin. Such action shall includg but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

IX. MISCELLANEOUS

This Agreernent constitutes the entire agreement between the parties and supersedes all prior agreements, written or verbal, between Fishers and YMI. No statements, promises or agreements whatsoever, in writing or verbal, in conflict with the terms of the Agreement have been made by Fishers or YMI which in any way modifr, vrry, alter, enlarge or invalid ate any of the provisions and obligations stated herein. This Agreement may be amended and modified only in writing signed by both Fishers and YMI. Any interpretation applied to this Agreement shall not be made against Fishers solely by vinue of Fisher's or Fisher's representatives having drafted all or any portion of this Agreement.

X. NOTICE TO PARTIES

Whenever any notice, statement or other communication is sent to Fishers or Non-Profit, it must be sent to the following addresses, unless otherwise specifically advised in writing:

CITY OF FISHERS YOUTH MENTORING INITIATIVE

Lisa Bradford, Controller Alison Gatz One Municípal Drive P.O. Box 743 Ì'ishers,IN 46038 Fishers, In 46038

3 Accounts, pursuant to I.C. 5-11-l et seq.

III. YMI'S COMMITMENTS

In consideration for receiving the Contribution, YMI hereby agrees to perform or cause to be performed the following:

a. Accountins of Citv Contribution. YMI shall provide Fishers with biannual reports detailing Contribution expenditures. Each expenditure shall be accompanied by documentation to support costs. YMI shall provide a report to Fishers by or before July l, 2020, and December 31,2020.

b. Conflict of Interest. YMI shall ensure that no City employee or City offrcial receives any compensation from either (a) the Conhibution or (b) YMI. Notwithstanding the foregoing, any City employee or City offrcial may volunteer their time to YMI.

YMI further affirms that it is in compliance with all applicable rules and laws, including its own By- laws and Articles of Incorporation.

Unless waived in writing by Fishers or its successors or assigns, in the event that: YMI fails to materially fulfill its commitments described herein, YMI agrees that it shall repay the Contribution received under this Agreønent to Fishers, or its successors or assigns. In the event that YMI is required to repay the Contribution in whole or part, upon calculation of the amount due by Fishers, YMI shall promptly remit the amounts due.

IV. MONITORING BY FISHERS Fishers may conduct a monitoring review and evaluation of YMI's financial activities as it deems appropriate. YMI shall effectively ensure the cooperation of its employees or agents in such monitoring and evaluation efflorts. YMI shall take all actions nec€ssary to correct or cure any findings identified by Fishers during its monitoring and evaluation. YMI's failure to correct or cure any findings identified by Fishers to Fishers' satisfaction may result in termination ofthis Agreement and the repayment of the Contribution to Fishers.

v AVAILABILITY OF' F'UNDS

Notwithstanding anything in this Agreement to the contrary, it is expressly agreed that the obligation of Fishers to pay the Contribution shall be limited to the availability of funds from Fishers' budget and YMI's fulfillment of its responsibilities and commitments as defìned herein.

VI. TERMINATION OF AGREEMENT This Agreement may be terminated by Fishers, effective upon written notice to YMI, under the following circumstances: (1) YMI fails to make satisfactory progress towards its Purpose or the goals or objoctives established by this Agreement; (2) fails to meet its Match Opportunity; (3) without the prior approval of Fishers, YMI proposes or implements substantial plan changes to the extent that, if originally submitted, the Contribution would not have been approved; (a) YMI fails to submit required progress reports and accompanying documentation; (5) YMI fails to comply with any requirement, commitment, or certification in this Agreement; (6) YMI fails to comply with applicable

2 \i

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates shown below.

CITY OF FISIIERS (Fishers)

By:

Date:

By:

Its:

Date: zÐ

4 NON.PROFIT ORGANIZATION CONTRIBUTION AGREEMENT BETWEEN CITY OF FISHERS ANI) JANUS DEVELOPMENTAL SERVICES, INC.

This Non-Profit Organization Contribution Agreement (hereinafter "Agreement") is made and entered into this åd.day oflûflUfrr4 , z}Lqby and between the City of Fishers, Hamilton County, Indiana ("Fishers") acting by and thlough its Board of Public Works and Safety ("Board") and Janus Developmental Services, Inc., ("Janus'), as follows:

WHEREAS, Fishers is committed to advancing its city as a smart, vibrant, and entrepreneurial community;

WHEREAS, Fishers is committed to adding value and vibrancy to the city and supporting organizations that have a positive impact on the Fishers community;

WHEREAS, Janus is dedicated to providing the Companion Connections Project, which provides mentoring opportunities to benefit high school students enrolled in Special Education programs at Hamilton Southeastem Schools ("Purpose");

WHEREAS, Janus has applied for certain funds to be contributed by Fishers in furtherance of Janus'Purpose;

WHEREAS, Fishers has agreed to contribute certain proceeds to support Janus' Purpose, contingent upon the terms set forth herein ("Contribution"); and

WHEREAS, the parties agree that the Contribution shall be used only for eligible costs in furtherance of Janus' Purpose, as more fully set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the following promises, the parties hereby agree as follows:

I TERM The term of this Agreement shall commence on January 1,2020, and shall terminate on December 31, 2020, unless terminated earlier in accordance with this Agreement or until the parties have discharged all of their respective responsibilities as provided hercin, whichever first occurs.

II. PAYMENT OF MATCHING CONTRIBUTION

Subject to the satisfaction of Janus' commitments as further defined herein, Janus shall have the opportunity to rcccive Fiftecn Thousand, Forty Three Dollars and 00/100 ($15,043.00) from the City if it provides the City with sufficient evidence that it has independently raised an amount up to Fifteen Thousand, Forty Three Dollars and 00/100 ($15,043.00) through its own fundraising efforts (*Match Opportunity"). Janus acknowledges and understands that the Contribution available under this Agreement is strictly to be utilized for its Purpose as further defined herein. Janus shall ensure that the Contribution funds are used only for allowable costs in accordance with this Agreunent. The maximum amount of Contribution available under this Agreement is Fifteen Thousand, Forty Three Dollars and 00/100 ($15,043.00). Janus understands that it may be subject to an audit by the Indiana State Board of Accounts, pursuant to I.C. 5-11-l et seq

III. JANUSO COMMITMENTS

In consideration for receiving the Contribution, Janus hereby agrees to perform or cause to be performed the following:

a. Accountins of Citv Contribution. Janus shall provide Fishers with bi-annual reports detailing Contribution expenditures. Each expenditure shall be accompanied by documentation to support costs. Janus shall provide a report to Fishers by or before July 1, 2020, and December 31,2020.

b. Conflict of Interest. Janus shall ensure that no City employee or City official receives any compensation from either (a) the Contribution or (b) Janus. Notwithstanding the foregoing, any City employee or City official may volunteer their time to Janus.

Janus further affirms that it is in compliance with all applicable rules and laws, including its own By- laws and Articles of Incorporation.

Unless waived in writing by Fishers or its successors or assigns, in the event that: Janus fails to materially fulfill its commitments described herein, Janus agrees that it shall repay the Contribution received under this Agreement to Fishers, or its successors or assigns. In the event that Janus is required to repay the Contribution in whole or part, upon calculation of the amount due by Fishers, Janus shall promptly remit the amounts due. ry. MONITORING BY FISHERS Fishers may conduct a monitoring review and evaluation of Janus' financial activities as it deems appropriate. Janus shall effectively ensure the cooperation of its employees or agents in such monitoring and evaluation efforts. Janus shall take all actions necessary to correct or cure any findings identified by Fishers during its monitoring and evaluation. Janus' failure to conect or cure any findings identified by Fishers to Fishers' satisfaction may result in termination of this Agreement and the repayment of the Contribution to Fishers. v. AVAILABILITY OF FUNDS

Notwithstanding anything in this Agreement to the contrary, it is expressly agreed that the obligation of Fishers to pay the Contribution shall be limited to the availability of funds from Fishers' budget and Janus' fulfillment of its responsibilities and commitments as defined herein.

VI. TERMINATION OF AGREEMENT This Agreement may be terminated by Fishers, effective upon written notice to Janus, under the following circumstances: (1) Janus fails to make satisfactory progress towards its Purpose or the goals or objcctives established by this Agreement; (2) fails to meet its Match Opportunity; (3) without the prior approval of Fishers, Janus proposes or implements substantial plan changes to the extent that, if originally submitted, the Contribution would not have been approved; (4) Janus fails to submit required progress reports and accompanying documentation; (5) Janus fails to comply with any requirement, commitment, or certification in this Agreement; (6) Janus fails to comply with

) applicable laws, rules, regulations, or city ordinances; or (7) for Fishers' convenience. Upon receiving the City's termination notice, Janus shall promptly return the Contribution to Fishers. Janus understands and agrees that the Fishers has sole discretion as to timing and availability of allocation of Contribution funds.

VII. INDEMNIFICATION

Janus agfees to indemniff, defend, and hold harmless Fishers and its respective officers, agents, officials and employees for any and all third party claims, actions, causes of action, judgments and liens to the extent they arise out of any negligent or wrongful act or omission or breach of any provision of this Agreement by Janus or any of its officers, agents, employees or subcontractors regardless of whether or not it is caused in part by the negligence of a party indemnified hereunder. Such indemnity shall include attorney's fees and all costs and other expenses arising therefrom or incurred in connection therewith.

VIN. NON DISCRIMINATION

Janus shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, age or national origin. Janus will take affirmative action to ensure that applicants are employed without regard to their race, color, religion, sex, sexual orientation, gender identity, age or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

Ix. MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, written or verbal, between Fishers and Janus. No statements, promises or agreements whatsocver, in writing or verbal, in conflict with the terms of the Agreement have been made by Fishers or Janus which in any way modifu, vary, alter, enlarge or invalidate any of the provisions and obligations stated herein. This Agreement may be amended and modified only in writing signed by both Fishers and Janus. Any interpretation applied to this Agreement shall not be made against Fishers solely by virtue of Fisher's or Fishcr's representatives having drafted all or any portion of this Agreement.

X. NOTICE TO PARTIES Whenever any notice, statement or other communication is sent to Fishers or Non-Profìt, it must be sent to the following addresses, unless otherwise specifically advised in writing:

CITY OF FISHERS JANUS DEVELOPMENTAL SERVICES. INC.

Lisa Bradford, Controller Joanne McDonough One Municipal Drive 1555 Westfield Road Fishers, IN 46038 Noblesville,IN 46062

3 IN IüI/ITNESS TWHEREOF, the parties have executed this Agreement as of the dates shown below.

CITY OF'X'ISHERSI

By:

Janus Services, Inc. By:

Date: t lz lz-t

4