6-Construction Contract v9.25 w vJuly 2026.docx

CONTRACTOR AGREEMENT

This Contractor Agreement (the “Agreement”) is entered into as of [Month Day, 2025] (“Effective Date”), between The Board of School Commissioners of the City of Indianapolis, a common school corporation of Marion County, Indiana (the “Board”) and ______________________ (“Contractor”). The Board and Contractor are each hereafter referred to individually as a “Party” and together as the “Parties”.

W I T N E S S E T H:

WHEREAS, the Board desires to obtain certain construction services (the “Work”), as further outlined in RFB-27-XXX, from Contractor for the [PROJECT NAME] (the “Project”);

WHEREAS, Contractor desires to provide such Work to the Board; and WHEREAS, the Board and Contractor desire to set forth the terms and conditions pursuant to which Contractor shall provide to the Board, and the Board shall acquire from Contractor, such Work.

NOW, THEREFORE, for good and valuable mutual consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Scope of Work. The Work to be performed by Contractor is as specified in RFB-27-XXX, PROJECT NAME, Contractor’s bid response, and in accordance with this Agreement. Contractor shall provide all labor, materials, and equipment necessary (and reasonably inferable as being necessary) to complete the Work. Contractor shall be fully responsible for construction means, methods, techniques, sequences, and procedures or construction. Contractor is fully responsible for the acts and omissions of its employees and agents, and its subcontractors and their employees and agents.

2. Contract Sum and Payment.

a. Contract Sum. The Board agrees to pay Contractor ____________ Dollars ($________) for the performance of the Work (“Contract Sum”). This amount includes a ten percent (10%) owner contingency that may be used at the discretion of the Board for changes to work per Section 8.

b. Payment Terms.

i. Contractor shall submit for the Board's approval a schedule of values that will be used as the basis for Contractor's applications for payment (“Applications for Payment”) in connection with the Work. Contractor shall submit monthly Applications for Payment for progress payments based on the percentage of the Work completed on forms approved by the Board.

ii. In the absence of a good faith dispute, payments to Contractor shall be made within thirty (30) days after the Board's receipt of a properly executed Application for Payment.

iii. Each Application for Payment must be accompanied by the following, in a form satisfactory to the Board. Payment instructions to be provided by IPS:

1. Overall contract cover page (by school summary) to include project location and purchase order number;

2. Contract ID (if applicable);

3. Records of payroll, petty cash accounts, material, equipment, tool and rental invoices and support, subcontractor requests for payment and/or invoices and any other evidence required by the Board to verify the cost of the Work;

a. Pay Application form AIA G702 fully executed.

b. Pay Application Schedule of Values broken down by school/location if applicable on AIA G703.

4. A fully-executed, unconditional lien waiver from Contractor in connection with the current payment;

5. Fully-executed, unconditional lien waivers from all subcontractors establishing payment or satisfaction of all amounts requested by Contractor in the previous Application for Payment; and

6. Supplemental Diverse Business Pay Application form; and

7. Such other information, documentation, and materials as the Board may require.

iv. Contractor shall upload approved Applications for Payment through the J.S. Held shared folder. (https://jsheld.app.box.com/f/eb506f0fdc004e0ba174d200308c4f81)

v. Contractor shall email purchasing@myips.org if there are questions about this process. Questions regarding the pay application format can be directed to SDrattlo@jsheld.com.

vi. All payments are subject to the encumbrance of monies and shall be made in arrears in accordance with Indiana law and the Board’s fiscal policies and procedures. Payment shall not be a waiver of any of the Board’s claims.

c. Retainage. The Board may withhold retainage in accordance with Indiana law. For contracts executed on or after July 1, 2025, the Board may withhold up to six percent (6%) of the dollar value of work satisfactorily completed until fifty percent (50%) of the project is complete. After 50% completion, no further retainage is withheld. Or the Board may withhold up to three percent (3%) of the dollar value of work satisfactorily completed thereafter until substantial completion. Retainage will be released in full upon final payment under this Agreement.

d. Taxes. The Board is exempt from state, federal, and local taxes. The Board will not be responsible for any taxes levied on the Contractor as a result of this Agreement.

e. Firm Pricing. All bid pricing shall be fully inclusive of all specifications and services as required herein, and must remain firm throughout the duration of the Project, unless price changes are expressly permitted in the specifications.

3. Contractor Performance and Contract Time.

a. Time is of the essence in the performance of the Work. Contractor will proceed with Work upon receipt of a written notice to proceed from the Board. The notice shall state the date the Work shall commence. The Board and Contractor shall establish the date of substantial completion for the Work and Contractor shall provide the Board with a detailed schedule complete with all activities associated with the Work for the Board’s approval. Contractor shall revise the schedule as requested by the Board. Contractor shall perform the Work in accordance with the schedule as approved by the Board.

b. To support the Board’s oversight of Contractor performance, the Board, through Indigo Solutions LLC, will track and evaluate the Contractor’s performance using a vendor review and rating system. Contractor agrees to cooperate with this evaluation process, which may include assessments of schedule adherence, work quality, communication, and responsiveness. Contractor acknowledges and agrees that performance evaluations completed through this system may be considered in assessing responsibility and determining "lowest and best" qualifications for future contract awards.

4. Termination and Suspension.

a. Termination for Convenience. The Board may terminate this Agreement for convenience upon thirty (30) days’ written notice.

b. Termination for Cause. This Agreement may be terminated immediately, in whole or in part, without penalty by the Board in the event of one or more of the following:

i. Contractor materially fails to meet the requirements of this Agreement or the specifications for products, service, performance or delivery as outlined herein;

ii. Significant product failures, or poor/inferior quality of products as judged by IPS;

iii. Contractor substitutes products without the written approval of the IPS Purchasing Agent;

iv. Contractor invoices for products and services not provided, or invoices for more than contracted price(s);

v. Contractor fails to negotiate in good faith to resolve issues and concerns of IPS;

vi. Contractor is adjudged bankrupt, or makes a general assignment for the benefit of creditors, or a receiver is appointed due to Contractor’s insolvency;

vii. A court of competent jurisdiction finds that Contractor persistently disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction;

viii. If funds are not appropriated or otherwise available to support continuation of this Agreement;

ix. Contractor refuses or fails to supply enough properly skilled workers or proper materials for the timely and proper progress of the Work in accordance with the contract documents and with the approved construction schedule;

x. Contractor fails to make payment to subcontractors or suppliers in accordance with the respective agreements between the Contractor and the subcontractors or suppliers; or

xi. Contractor disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority.

When any of the reasons described in Section 4(b) exist, the Board may, without prejudice to any other rights or remedies of the Board and after giving the Contractor and the Contractor’s surety, if any, ten (10) days’ notice, terminate employment of the Contractor and may, subject to any prior rights of the surety:

i. exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; and

ii. finish the Work by whatever reasonable method the Board may deem expedient at Contractor’s expense. Upon written request of the Contractor, the Board shall furnish to the Contractor a detailed accounting of the costs incurred by the Board in finishing the Work.

The Board reserves the right to pursue all remedies against the performance surety and under the law in the event of any non-performance.

c. Suspension. The Board may, with or without cause, order the Contractor in writing to suspend, delay or interrupt the performance of the Work in whole or in part for such period of time as the Board may determine. In the event of such a suspension ordered by the Board, the Contractor shall submit its request for any change in the Contract Sum or the time for performance and completion of the Work in accordance with this Agreement immediately upon receipt of a written notice from the Board to end such partial or total suspension of the performance of the Work.

5. Contactor’s Representations and Warranties. Contractor represents and warrants that:

a. All Work shall be in conformity with all instructions and drawings which shall from time to time be given or furnished by the architect of the Board or the Board’s Chief Operations Officers, and in conformity with all drawings, plans and specifications heretofore prepared by said architect or the Board’s Chief Operations Officers. The originals of such drawings, plans and specifications are on file in the office of the architect, and copies of which, signed by the Board and the Contractor, are hereto attached and hereby made part of this Agreement. Any work shown in either the plans or specifications, but not shown in both, shall be executed as though shown in both.

b. Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work.

c. The Work shall comply with all applicable laws, shall be free from defects and in accordance with standards of good workmanship normally possessed and employed by skilled members of the relevant trade and profession. Furnished materials and equipment shall be new, merchantable, and fit for their intended purposes. Contractor agrees to preserve for the Board’s benefit (and shall assign to the Board at the time of final completion) all manufacturer’s warranties for any supplied equipment.

d. Contractor, subcontractors and its employees are not suspended or debarred by the Federal Government or the State of Indiana and there is not any known suspension or debarment procedure pending. Contractor shall notify the Board in writing of any suspension or debarment, or potential suspension or debarment proceeding. Failure to report any suspension or debarment, or any potential suspension or debarment will be sufficient cause to terminate this Agreement and report such termination to Federal authorities. Contractor certifies that it has authorization to make such certification and to bind the Contractor to all representations herein.

e. The Work shall not infringe the intellectual property rights of any person or entity.

f. It has carefully examined the contract documents, the Project site, the surrounding area, and all other conditions relative to the Work agrees that it can complete the Work within the Contract Sum and in accordance with the contract time.

g. Contractor shall remain fully responsible for portions of Work performed by subcontractors to the same extent as if contractor had performed such Work itself.

h. Contractor shall keep all areas of the Work, and its periphery in a clean, neat and safe condition. If Contractor fails to keep the premises clean, neat and safe to the Board’s satisfaction, the Board may clean up and deduct all associated costs and expenses from money due to Contractor.

i. Contractor shall make all arrangements and bear all costs for all tests and inspections required by applicable law. Contractor shall give the Board at least five (5) days written notice of such tests and inspections. If the Board desires to perform any additional tests and inspections, Contractor shall cooperate with the Board with respect to such tests and inspections.

j. Contractor shall be liable for any and all amounts owed by Contractor to any person, firm or corporation on account of any labor or service performed or materials furnished in the performance of this Agreement in accordance with the provisions of Section 36-1-12-13 of the Indiana Code dealing with public improvements by political subdivision of the State of Indiana and that this obligation shall be secured by the payment bond required to be furnished by the contractor pursuant to Section 14 below.

k. Contractor shall comply with the Board’s equal employment opportunity policy and shall not discriminate in its employment practices or decisions on the basis of any protected status under applicable law. Consultant shall include a substantially similar equal employment opportunity clause in any subcontract related to this Agreement.

6. Subcontracting. All proposed subcontractors shall be identified in the Contractor’s bid response. After award, Contractor agrees that no portion of this Agreement will be subcontracted without the express, written approval of the IPS Facilities Management Division. All bid specifications, requirements, and this Agreement shall apply to any subcontractors providing services to Contractor under this Agreement. If any part of the Work is subcontracted under this Agreement, all efforts to identify and select qualified Minority Business Enterprises (MBE), Woman Business Enterprises (WBE), Veteran Business Enterprises (VBE), or Local Businesses as subcontractors and/or suppliers shall be undertaken by the Contractor pursuant to the affirmative action requirements stated herein. Contractor agrees to submit a completed Form C (Letter of Intent to Perform) from each MBE, WBE, VBE and Local Business Subcontractor selected to provide services under this Agreement.

7. The Board’s Right to Perform Construction. The Board reserves the right to perform construction or operations related to the Project with the Board’s own forces, and with Separate Contractors. The Board shall provide for coordination of the activities of the Board’s own forces and of each Separate Contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall schedule, coordinate, and cooperate fully with any Separate Contractors. The Contractor shall make any revisions to its construction schedule deemed necessary to assure scheduling, coordination, and cooperation with the Separate Contractors. The term “Separate Contractor(s)” shall mean other contractors retained by the Board under separate agreements.

8. Changes.

a. The Board may issue written orders for minor changes in the Work not involving an adjustment to the Contract Sum or the contract time and consistent with the intent of the contract documents. The ten percent (10%) owners’ contingency will be utilized first for any changes before an adjustment to the Contract Sum is required. The Board may make changes in the Work consisting of additions, deletions or other revisions by Change Order or Change Directive.

b. A Change Order is a written agreement between the Board and Contractor making a change in the Work. A Change Order shall specify the scope, basis of compensation, and adjustment of the Contract Sum and/or the contract time, if any, resulting from the change. A Change Order is conclusively presumed to include all adjustments in the Contract Sum and/or the contract time related to the change and, upon execution of a Change Order, Contractor waives any right to any further adjustment to the Contract Sum and/or the contract time as a result of the change, including any claim for loss of efficiency or as a result of disruptions in the Work.

c. A Change Directive is a written order from the Board to Contractor making a change in the Work. A Change Directive shall be used if the Board and Contractor cannot agree on the appropriate adjustment to the Contract Sum and/or the contract time resulting from a change. A Change Directive shall specify the scope, and the Board’s proposal for the basis of compensation, and adjustment of the Contract Sum and/or the contract time, if any, resulting from the change. Upon receipt of a Change Directive, Contractor shall promptly proceed with the change and, within seven (7) days, shall advise the Board in writing of its specific disagreement with any aspect of the Change Directive, including any proposed change in the Contract Sum and/or the contract time. If Contractor does not respond within seven (7) days, it waives all rights to assert a Claim in connection with the Change Directive and the Change Directive shall have the same effect as an executed Change Order.

d. Contractor shall not be entitled to any compensation or extension of time for any work that is not in accordance with the contract documents and has not been authorized by a Change Order or a Change Directive.

9. Warranties.

a. Contractor’s Warranty. The Contractor warrants that it will perform the Work in a good and workmanlike manner and in compliance with all requirements of this Agreement and all applicable laws, building codes, ordinances, rules and regulations. The Contractor also warrants that the Work will be new, of good quality, free from material defects in materials or workmanship, and free from liens, security interests and other encumbrances. The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Work and shall not permit the employment or utilization of unfit persons, or persons not properly skilled and experienced in tasks assigned to them, that may cause the Work to be performed in any manner other than a complete and first-grade installation at the Project site in accordance with the best practices of the applicable trade. All warranties made to the Board by the Contractor or its subcontractors, suppliers, consultants, and vendors of any tier shall begin no earlier than the Substantial Completion Date and shall survive completion or termination of the Agreement and final payment to the Contractor in accordance with this Agreement.

b. Assignment of Third-Party Warranties. Contractor agrees to assign to the Board at the time of substantial completion of the Work, at no additional cost, any and all manufacturer’s, supplier’s, installer’s or other similar warranties relating to the equipment, materials, and labor used in the Work. The Contractor shall perform and complete the Work in such a manner to preserve all such warranties.

c. Non-Conforming Work. The architect or the Board’s Chief Operations Officer is hereby authorized to reject any work or material done or furnished hereunder, which, in the architect’s or the Board’s Chief Operations Officer’s judgment, is defective or unfit.

d. Remedies. In addition to the warranties set forth in this Agreement or applicable by law, if within one (1) year after the Contractor receives final payment any of the Work is found to not be in accordance with the requirements of this Agreement (including failing to comply with the drawings or specifications), the Contractor shall correct such Work (and repair any damages arising from such defect or from the correction of the Work) at its own expense promptly after receipt of written notice from the Board or its tenant. Nothing herein shall be construed to establish a period of limitation with respect to obligations of the Contractor arising from defective or non-conforming Work; specifically, the obligation of the Contractor to correct the Work at the Project site has no relationship to the time within which the Contractor’s warranty obligations under this Agreement or applicable law may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor’s obligations and liability for damages under this Agreement or by law.

e. The Board’s Remedial Work. If the Contractor fails to properly perform the Work or to correct defective Work and fails within ten (10) days after written request for a cure of such default by the Board to correct such defective Work, the Board may, without prejudice to any other remedies, cure such default (through the retention of supplemental workforces or otherwise) at the Contractor’s expense. The cost of such supplemental or replacement workforces or other remedial means shall be paid by the Contractor to the Board immediately upon request, and the Board shall be entitled to withhold from payments otherwise due or to become due to the Contractor (including retention withheld in accordance with this Agreement) such costs incurred by the Board (and to reimburse itself for such costs from such withheld amounts if the Contractor does not pay such amount to the Board upon request). The failure or omission of the architect or the Board’s Chief Operations Officer so to reject any Work or material as the work progresses shall not have the effect of an acceptance by the Board of any defective or unfit Work or material, and the same may be rejected at any time before the expiration of any warranty period. The Board, its architects and other agents shall have at all reasonable times, full access to the Project site and full opportunity to observe the Work.

10. Supplier Reports. The Board may request the following information:

a. Demographic make-up (including race, gender and location) of the employees of Contractor seeking to do business with IPS;

b. The education and philanthropic initiatives as well as workforce development initiatives of Contractor seeking to do business with IPS; and the diversity policies of Contractors.

11. Products and Substitutions. All products shall be newly manufactured with all available manufacturer’s warranties and any extended warranties required by the specifications. Remanufactured, rebuilt, or previously owned products will not be compliant under this Agreement, unless expressly permitted in the specifications. Substitutions of product under this Agreement will be considered only under the following conditions:

a. The IPS Facilities Management Division must approve all product substitutions in advance and in writing;

b. Upon request, Contractor will provide at no charge to IPS, a sample of the proposed substitute product for testing and evaluation;

c. The substituted product meets or exceeds the original specification in all material respects; and

d. The price of the substituted product is equal to or less than the original bid price for the item.

12. Ownership. All drawings, specifications and other documents, including those in electronic form, and all intellectual property rights in such documents, are the sole property of the Board. Such documents are furnished to the Contractor solely for use in connection with the Work. Upon completion of the Work, all copies of such documents in the possession of Contractor or its subcontractors shall be returned to the Board or accounted for to the Board’s satisfaction.

13. Indemnification. Contractor shall defend, indemnify and hold Indemnitees harmless from and against any and all liabilities, damages, losses, costs, or expenses of any nature, including all costs, expenses, and attorneys’ fees (“Claims”), arising out of Contractor’s or its subcontractors’ performance of the Work or its obligations under this Agreement, to the extent that such Claims arise out of or are caused by (i) the breach of this Agreement by Contractor or any of its subcontractors; (ii) claim of personal injury, death or damage to property to the extent attributable to the negligence or intentional misconduct of the Contractor, its officers, employees, agents, and consultants for whom Contractor is legally liable in performing the Work under this Agreement, except to the extent such Claims are caused by the negligence or intentional misconduct of the Board; (iii) OSHA, building department or similar fines or penalties related to the Contractor’s acts or omissions at the Project site, including the failure to secure any licenses, permits or approvals related to the Work; (iv) the improper or unauthorized use of the drawings, specifications or other documents, including those in electronic form, furnished to the Contractor by or through the Board or its Architect, engineers or design consultants; (v) patent, copyright or other intellectual property infringement related to designs, drawings, specifications or other submittals provided by or through the Contractor; (vi) the use or release of hazardous materials by the Contractor; and (vii) a violation of law, ordinance or rule applicable to the Contractor or the Work, including permit and licensing requirements, tax obligations, worker’s compensation or unemployment regulations.

14. Insurance and Bonds.

a. Insurance. Contractor shall maintain primary comprehensive general liability insurance, including bodily injury and property damage coverage in an amount no less than $3,000,000 (or as specified in the solicitation). The coverage minimum shall apply to specific and aggregate limits. The coverage shall protect against the acts or omissions of the Contractor, its officials, employees and agents. Evidence of insurance coverage for Contractor shall be promptly provided to the Board upon written request by the Board. Contractor shall immediately forward to the Board any notice of cancellation or non-renewal of coverage it receives from its insurer and shall provide immediate notice of any actual cancellation or non-renewal. Contractor shall not refuse to submit a claim to its insurance carrier or fail to pursue insurance reimbursement in a manner that would reduce the Board’s indemnity rights under this Agreement.

b. Bonds. Contractor shall furnish to the Board a standard form performance and payment bond satisfactory to the Board in the amount of the Contract Sum, including any changes in accordance with this Agreement. Contractor agrees that the surety, as well as the Contractor, shall be bound and be liable to the Board for the faithful performance of this Agreement as aforesaid, and for the payment of all persons furnishing labor and supplying materials in the performance of this Agreement and that jointly and severally they will protect, indemnify and save harmless the Board from all Claims arising out of any lien, claim or demand whatever asserted against the Board or against its property for the price of material or labor, or sub-contract work furnished to or done for the Contractor in the performance of this Agreement.

15. Indiana Public Contract Requirements. This Agreement is subject to Indiana law, including IC 20-26-5-4.1. This Agreement shall be governed exclusively by the laws of the State of Indiana, without regard to conflict-of-law principles. The District does not indemnify, defend, or hold harmless Vendor, Consultant, Contractor, or any third party. Any provision requiring the District to indemnify, defend, or hold harmless Vendor, Consultant, Contractor, or any third party, including for that party’s negligence, intentional acts, omissions, or those of its agents, employees, subcontractors, or independent contractors, is void and unenforceable. This Agreement shall not automatically renew, and any automatic renewal provision is void and unenforceable. In the event of conflict between this section and any other agreement, order form, purchase order, quote, online terms, incorporated document, vendor policy, or prior amendment, this section controls.

16. Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricanes, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall promptly notify the other Party in writing, but in no event later than thirty (30) days from the occurrence of the Force Majeure Event, stating the time period during which the occurrence is expected to continue, if known. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. If the Impacted Party’s failure or delay remains uncured for a period of sixty (60) days following notice given by it, the other Party may thereafter terminate this Agreement.

17. Identification. All Contractor personnel working on any IPS site must obtain and wear an IPS identification badge in clear view at all times. Contractor badges may be obtained from the Facilities Management Division located at 1129 E. 16th Street, Indianapolis, Indiana 46202 by completing an Independent Contractor Photo I.D. Authorization form. Contractor shall contact the IPS Facilities Management Division at (317) 226-4990 or (317) 226-4664 for the required form.

18. E-Verify Certification. Pursuant to Indiana Code 22-5-1.7, any Contractor providing services to Indianapolis Public Schools (“IPS”) certifies that it has enrolled in and is verifying the work eligibility status of all newly hired employees through the E-Verify program for the duration of this and any future contracts for services with IPS, unless and until the E-Verify program no longer exists. Contractor affirms that it does not knowingly employ or retain in its employ any unauthorized aliens, which includes any persons whose immigration status makes them ineligible to work for Contractor. Contractor requires all of its subcontractors, before performing services under this Agreement, in any amount, to provide to Contractor a certification that, at the time of certification, (a) each subcontractor does not knowingly employ or contract with any unauthorized aliens, meaning any persons whose immigration status makes them ineligible to work for subcontractors, and (b) each subcontractor has enrolled in and is participating in the E-Verify program. Contractor certifies that it will keep on file these subcontractors’ Certifications referenced for the duration of any contract with subcontractors to provide services under this or any future contract with IPS. This provision does not apply to Contractors who are self-employed and do not employ any employees or to any Contractor who is not providing services to IPS.

19. Equal Opportunity. Contractor and its subcontractors agree to comply with all existing laws prohibiting discrimination as to all aspects of employment because of race, color, religion, gender, age, disability, sexual orientation, or national origin. Board Policy requires Contractor and its subcontractors to adopt an equal employment opportunity clause in all contracts with the Board. Contractor and its subcontractors shall include the following Equal Employment Opportunity Clause in each of their contracts or subcontracts (and modifications, renewals, or extensions thereof if not included in the original contract).

Contractor and its subcontractors hereby commit that equal employment opportunities shall be available to all persons without regard for race, color, religion, gender, age, disability, sexual orientation, or national origin, or any other category protected under state or local law. This policy applies to employees and applicants and to all phases of employment including hiring, promotion, demotion, and treatment during employment, rates of pay or other forms of compensation, and termination of employment.

The Board seeks to further its goals of extending to all persons the opportunity to do business with the IPS, placing a strong emphasis on promoting minority, women, veteran, and local business involvement. Pursuant to this policy, the Board expects Contractor and its subcontractors to exhibit a comparable commitment to minority, women, veteran, and local business involvement.

20. Supplier Diversity. Contractor and subcontractors agree that they will review the IPS policy on Minority (MBE), Woman (WBE), Veteran (VBE), Disability owned (DBOE) and Local Business Enterprise for Contractors and comply with such policy. Contractor shall include a completed and executed Form B (Utilization Statement) and Form C (Letter of Intent to Perform Services) from their bid documents prior to the Effective Date. Failure to complete these forms will delay processing of this Agreement.

Contractor shall advise the Board, not less frequently than monthly, of the status of its compliance with this section. Any and all changes in previously reported anticipated MBE, WBE and VBE utilization shall be reported to the Board promptly, in writing, with appropriate documentation and reasons.

21. Criminal History and Child Protection Index Background Checks.

a. Scope Of Obligation: Indiana state law (Ind. Code § 20-26-5-10) requires schools to enact a policy concerning the criminal history of employees of contractors contracting with Indianapolis Public Schools (“IPS”) who will likely have direct, ongoing contact with students while performing services for IPS.

b. Pre-Employment/Placement Screening:

i. Contractor must obtain an Expanded Criminal History Background Check and an Expanded Child Protection Index Check (collectively, the “Background Checks”) for each employee, agent, or service provider who is likely to have direct, ongoing contact with students.

ii. Contractor shall provide a letter attesting to the satisfactory results of these Background Checks to IPS before any individual begins work where contact with students may occur.

iii. The Criminal History of an employee must be no more than three (3) months old at the time of submission.

iv. Contractor must conduct an Indiana Expanded Child Protection Index Check for each relevant employee before or within sixty (60) days of the employee’s start date at IPS.

v. Criteria for Screening: Contractor must advise IPS, in writing, of their criteria for screening employees who will perform work. This includes providing the criteria to the Board before starting work on this contract.

c. Reporting And Compliance

i. Contractor must require their employees to immediately notify them if they are convicted, in Indiana or any other jurisdiction, of any of the following offenses: Murder, causing suicide, assisting suicide, voluntary manslaughter, reckless homicide, battery, aggravated battery, kidnapping, criminal confinement, sex offenses under IC 35-42-4, carjacking, arson, incest, neglect of a dependent, child selling, contributing to the delinquency of a minor, offenses involving weapons under IC 35-47, offenses related to controlled substances under IC 35-48-4, offenses relating to material or performances harmful to minors or obscene under IC 35-49-3, operating a motor vehicle while intoxicated under IC 9-30-5, or any offense substantially equivalent to these in another jurisdiction.

ii. Any employee or volunteer convicted of these offenses must be immediately removed from providing services to IPS.

d. Costs: Contractor is responsible for all costs associated with conducting the required Background Checks.

22. Disclosure of Relationships. Contractor certifies and warrants that this Agreement and the Work provided hereunder will not be performed under the direct or indirect administrative control of or be reviewed or approved or paid for by any member of the Board, or any administrator, educator, agent or employee of the Board who stands in the relation of dependent to Contractor (as defined by I.C. 35-44-1-3) or who is otherwise related to Contractor by blood or marriage, except as disclosed in writing to and approved by the Board, a copy of which shall be submitted with all requests for payment upon request. Any violation of this provision or failure to disclose the relationship shall be cause for immediate termination of this Agreement.

23. Non-Exclusive Agreement. Contractor understands that other contractors may be selected or retained by the Board to provide the same or similar work and/or services during the course of the Term. Contractor understands that the Board may elect to perform, using IPS personnel, the same or similar services as covered by this Agreement.

24. Confidentiality. Contractor shall not disclose at any time to any person or entity any information in connection with the Work, except (i) with prior written consent of the Board, (ii) information that was part of the public domain prior to the date of this Agreement, (iii) information that becomes part of the public domain not due to the unauthorized act of Contractor, or (iv) as may be required to perform the Work or by applicable law.

25. Notices. Unless otherwise provided, all notices, consents or other communications required or permitted to be given under this Agreement must be in writing and will be deemed to have been duly given (a) when delivered personally, (b) three (3) business days after being mailed by first class mail, postage prepaid, or (c) one (1) business day after being sent by a reputable overnight delivery service, postage or delivery charges prepaid, to the Parties at their respective addresses stated below.

If to the Board:

Indianapolis Public Schools 120 E. Walnut Street Indianapolis, IN 46204 Attention: Weston Young

If to Contractor:

Attention: __________

26. Limitation of Liability. Neither Party shall be liable, whether based on contract, tort, negligence, strict liability, delay, warranty, indemnity, error and omission, or otherwise, for any consequential, special, incidental, indirect, exemplary, punitive, or multiple damages (including but not limited to loss of profit or loss of business opportunity) arising from or in connection with this Agreement. The foregoing limitation shall not apply to Contractor’s indemnification obligations, insurance obligations, bond obligations, correction of defective or non-conforming work, fraud, willful misconduct, gross negligence, violations of law, confidentiality obligations, or claims arising from personal injury, death, property damage, or infringement.

27. Dispute Resolution. If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the Parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Construction Industry Mediation Procedures before resorting to arbitration. The Parties further agree that any unresolved controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be Indianapolis, Indiana. The prevailing Party shall be entitled to an award of reasonable attorney fees.

28. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.

29. Independent Contractor. The Parties agree that Contractor’s relationship to the Board shall be that of an independent contractor and not as an agent, employee, partner, or joint venture and that the employees or agents of Contractor shall not be deemed or construed to be employees of the Board for any purposes whatsoever.

30. Modifications. The terms and conditions of this Agreement may not be amended, waived or modified, except as agreed to in writing signed by both Parties.

31. Assignment. Contractor shall not assign, transfer or subcontract the whole or any part of this Agreement without the prior written consent of the Board. Contractor will not sell, assign, or pledge this Agreement as collateral for a loan or take any other action which may tend to encumber the direct contractual relationship between the Board and the Contractor without the express prior written consent of the IPS Chief Financial Manager.

32. Severability. If any provision of this Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, the remainder of this Agreement, and the application of such provision in any other circumstances, shall not be affected thereby.

33. Waiver. No failure or delay of either Party to exercise any rights or remedies under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any rights or remedies preclude any further or other exercise of the same or any other rights or remedies, nor shall any waiver of any rights or remedies with respect to any circumstances be construed as a waiver thereof with respect to any other circumstances.

34. Entire Agreement. This Agreement constitutes the entire Agreement between the Parties, supersedes all prior written agreements or oral understandings, and may only be changed by written agreement executed by both Parties. In the event of a conflict between the terms of this Agreement and any other documents, the order of precedence shall be: (1) this Agreement; (2) attachments prepared by the Board; (3) RFB-25-XXX; (4) Contractor’s response to RFB-25-XXX; and (5) attachments prepared by the Contractor. All attachments, and all documents referred to in this paragraph, are hereby incorporated fully by reference.

35. Electronic Signatures. Contractor agrees and understands that using an electronic signature system (if applicable) to sign and execute this Agreement is the legal equivalent of the parties having placed a handwritten signature on this Agreement. Contractor understands that by electronically signing and submitting this Agreement in this fashion is affirming the truth of the information contained therein.

IN WITNESS WHEREOF, the Board and Contractor have duly executed this Agreement as of the day and year first above written.

THE BOARD OF SCHOOL COMMISSIONERS OF THE CITY OF INDIANAPOLIS

By:

[INSERT CONTRACTOR NAME]

By:

Name:

Title:

By:

11US.358271807.01

1 See IPS Board Policy 4121 https://go.boarddocs.com/in/indps/Board.nsf/goto?open&id=85GM3Q7C62B0

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