Contract for Services - Template -042024.pdf

Contract for Services

Agreement made as of the ___ day of ______________, 2023.

BETWEEN the:

Indianapolis Airport Authority 7800 Col. H. Weir Cook Memorial Drive Indianapolis, IN 46241 and the Contractor:

For:

Name of Contractor

This is an Agreement by and between the Indianapolis Airport Authority (hereafter referred to as the “Authority” or “IAA”) and ________________________ (hereafter referred to as “Contractor”), referred to hereinafter as “Party” or collectively as “Parties.”

WHEREAS, Authority seeks the assistance of Contractor to provide certain services;

WHEREAS, Contractor possesses independent qualifications and abilities to perform such efforts; and, WHEREAS, Contractor is willing to provide such services and equipment in accordance with the terms and conditions set forth herein, NOW, THEREFORE, the above named Parties enter into this Agreement upon the following terms and conditions:

I. Scope of Work Contractor shall report to, and act under the direction of, the Authority’s Director of _____________, or her/his designee, in providing the services which are more particularly described in Exhibit A – Scope of Work attached hereto and made a part hereof.

II. Changes in the Work In the event the Authority requires a change in scope, character, or complexity of the work after the work has progressed, adjustments in compensation to Contractor shall be determined by the Authority in the exercise of its honest and reasonable judgment, and Contractor shall not commence the additional work or the change of scope until authorized in writing by the Authority. No claim for additional compensation shall be made in the absence of a fully executed amendment to this Agreement.

III. Consideration For all services and equipment rendered under this Agreement, the Authority agrees to pay Contractor (to be determined based on RFP response and negotiations). No payment shall be processed without a detailed and itemized billing statement. All payments made to Contractor shall be net thirty (30) days.

IV. Term This Agreement shall commence on contract execution and end on __________ ___, 20__ (the “Initial Term”) and the Initial Term shall be one (1) year.

V. Option to Renew Prior to the expiration of the Term or any renewal term, the Authority may elect to extend this Agreement, in whole or in part, for a period of one (1) year. Any such renewal shall be subject to the same terms and conditions set forth in this Agreement. In no event shall any Renewal Term exceed the Term of the original agreement. The cumulative term of the Agreement, including any renewals, shall not exceed four (4) years.

VI. Access to Records Contractor and its subcontractors, if any, must provide the Authority, its auditors or any of its duly authorized representatives, with access to all books, documents, papers, and accounting records and other evidence pertaining to all costs incurred under this Agreement. Contractor must make such materials available at its office at all reasonable times and maintain and provide access to all of the required records for a period of three

(3) years after final payment for services is made by Authority. Copies thereof shall be furnished at 10 cents (ten cents) per page if provided by hard copy. If sent electronically, the Authority will receive no charge. The Contractor shall provide the documentation requested with 30 days written notice by the Authority.

VII. Assignment Contractor binds its successors and assigns to all the terms and conditions of this Agreement.

Contractor may assign its right to receive payments to such third parties as Contractor may desire without the prior written consent of the Authority, provided that the Contractor gives written notice (including evidence of such assignment) to the Authority thirty (30) days in advance of any payment so assigned. The assignment shall cover all unpaid amounts under this Agreement and shall not be made to more than one (1) party.

Notwithstanding the foregoing, Contractor shall not assign or sub-contract the whole or any part of this Agreement to any other person or entity without the prior written consent of the Authority.

VIII. Compliance with Laws Contractor specifically agrees to comply with any and all applicable state, federal, and local statutes, ordinances, and regulations in its performance of the obligations hereunder and shall ensure subcontractors compliance with the same.

If Contractor is a foreign (out-of-state) entity, it shall be required to furnish a certificate from the Secretary of the State of Indiana showing that the corporation is registered and authorized to transact business in the State of Indiana.

IX. Condition of Payment All services provided by Contractor under this Agreement must be performed to the Authority’s satisfaction, in accordance with all applicable rules, regulations, federal, state and local laws. The Authority shall not pay for any work in violation of federal, state or local statute, ordinance, rule or regulation.

X. Default The following shall constitute an Event of Default, for which the Authority may terminate this Agreement in whole or in part:

A. Contractor’s failure to correct or cure any breach of this Agreement;

B. Contractor’s failure to provide services in accordance with the specifications set forth in the Contractor’s written response for request of services, proposal and Scope of Work;

C. Contractor’s failure to perform the services within the time specified in this Agreement or any extension;

D. Contractor’s failure to make progress so as to endanger performance of this Agreement; or

E. Contractor’s failure to perform any of the other provisions of this Agreement.

F. Contractor’s failure to comply with federal, state and local laws or policies of the

Authority.

The rights and remedies of the Authority in this clause are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.

XI. Governing Laws This Agreement shall be construed in accordance with and governed by the laws of the State of Indiana, excluding any provisions thereof that might refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

The Authority shall in good faith perform its obligations required hereunder and does not agree to pay any penalties, liquidated damages, interest, or attorney’s fees, except as required by Indiana law.

XII. Indemnification Contractor shall keep and hold the Authority and its officers, directors, agents, servants and employees harmless from any and all liabilities, losses, suits, claims, judgments, fines, penalties, demands or expenses, including all reasonable costs for investigation and defense thereof (including but not limited to attorney’s fees, court costs and expert fees), claimed by anyone by reason of injury or damage to persons or property sustained in or about the Indianapolis International Airport (“Airport”), as a proximate result of the acts or omissions of the Contractor, its agents, servants, or employees, or arising out of the operations of Contractor under this Agreement or upon or about the Airport, excepting such liability as may result from the sole gross negligence of the Authority, its officers, directors, agents, servants or employees; provided, however, that upon the filing of any claim with the Authority for damages arising out of incidents for which the Contractor herein agrees to hold Authority harmless, then and in that event, the Authority shall notify Contractor of such claim and Contractor shall have the right to settle, compromise or defend same. Contractor shall further use legal counsel reasonably acceptable to the Authority in carrying out Contractor's obligations hereunder. Any final judgment rendered against the Authority for any cause for which Contractor is liable hereunder shall be conclusive against Contractor as to liability and amount, where the time for appeal there from has expired. The indemnity provision set forth herein shall survive any expiration or termination of this Agreement.

XIII. Claims and Liabilities Contractor shall be responsible for all personal injury, wrongful death or property damage resulting from the negligent acts or omissions of Contractor or Contractor’s approved subcontractors or agents in connection with the services, and shall be responsible for all parts of their work, both temporary and permanent.

XIV. Insurance Contractor shall procure and maintain, at its expense, insurance of the kind and in the amount hereinafter provided, by financially responsible and qualified companies which are authorized to do business in the State of Indiana (and rated at least A- or better by A.M. Best), covering all operations under this Agreement, whether performed by Contractor or its subcontractor(s). The following insurance requirements do not limit, in any way, the amount or scope of liability of Contractor under this Agreement. The amounts listed indicate only the minimum amounts of insurance coverage that IAA is willing to accept in order to help ensure full performance of the terms of this Agreement.

Prior to commencing any work under this Agreement, Contractor agrees to provide a certificate of insurance to IAA, in a form acceptable to IAA, showing that Contractor has complied with the obligations under this Section XIV. The certificate of insurance shall designate IAA as an additional insured and the Contractor shall submit all endorsements to the IAA relating to the IAA’s status as additional insured. No policy of insurance or coverages shall be changed or terminated until at least thirty (30) days prior written notice thereof has been given to IAA.

Contractor hereby grants to the IAA a waiver of any right to subrogation which any insurer of said Contractor may acquire against the IAA by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not IAA has received a waiver of subrogation endorsement from the insurer.

The following insurance coverages are required to be provided by Contractor under this Agreement:

(1) Policy covering the obligations of Contractor in accordance with the provisions of Indiana’s Worker Compensation laws;

(2) Policy for comprehensive general liability in an amount not less than Ten

Million Dollars ($10,000,000.00) per occurrence, insuring Contractor from liability in connection with bodily injury (including wrongful death), personal injury, and property damage resulting from Contractor’s performance under this Agreement;

(3) Commercial auto liability insurance covering all owned, non-owned, hired, licensed or unlicensed vehicles or leased vehicles, and providing automatic coverage for newly-acquired vehicles, including the loading and unloading, with a combined single limit for bodily injury and property damage in the amount of Ten Million Dollars ($10,000,000.00) per occurrence; and

(4) In lieu of the total limits of liability being provided under the general and auto liability insurance, Contractor may provide the liability limit specified by means of a combination of primary and umbrella liability insurance.

The umbrella liability coverage must be as broad, or broader, than the primary insurance policies.

XV. Independent Contractor

Both Parties hereto will be acting in an individual capacity in the performance of this Agreement and not be acting as agents, employees, partners, joint ventures, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other Party for any purpose whatsoever. Neither Party will assume any liability for any injury (including death) to any persons, nor damage to any property, arising out of the acts or omissions of the agents, employees, or subcontractors of the other Party. Contractor shall be responsible for providing all necessary Unemployment and Workers Compensation Insurance for its employees.

XVI. Minority, Women and Veteran Owned Business Enterprises It is the policy of the Authority that Minority, Woman, and Veteran-Owned Business Enterprises shall have the maximum opportunity to participate in the performance of this Agreement.

In this regard, Contractor shall take all necessary and reasonable steps to ensure that Minority, Woman, and Veteran-Owned Business Enterprises are given fair and equal opportunities to participate in the execution of this Agreement. Contractor shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of Authority contracts.

XVII. No Third Party Rights

Nothing contained in this Agreement shall create a contractual relationship with or cause of action in favor of a third party against either the Authority or Contractor.

XVIII. Non-Discrimination Pursuant to IC 22-9-1-10 and the federal Civil Rights Act of 1964 the Contractor, and its agents, and subcontractors shall not discriminate against any employee or applicant for employment in the performance of this Agreement. Contractor shall not discriminate with respect to the hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, color, creed, sex (including sexual orientation and gender identity), age, disability, national origin (including limited English proficiency) or ancestry. Breach of this covenant may be regarded as a material breach of this Agreement. Acceptance of this Agreement also signifies compliance with applicable federal laws, regulations and executive orders prohibiting discrimination in the provision of services based on race, color, national origin, age sex, disability or status as a veteran, including the Title VI provisions listed in Exhibit B.

XIX. Non-Waiver No right conferred on either Party under this Agreement shall be deemed waived and no breach of this Agreement excused unless such a waiver or excuse shall be in writing and signed by the Party claimed to have waived such right.

XX. Order of Precedence; Incorporation by Reference Any inconsistency or ambiguity in this Agreement shall be resolved by giving precedence in the following order: (1) this Agreement; (2) Authority purchase order, if any; (3)

Authority’s attachments, including its Request for Proposals; and (4) the proposal and related documents submitted by Contractor. All of the foregoing, including documents and attachments, are incorporated fully by reference.

XXI. Ownership of Documents Items prepared by Contractor or its subcontractors or agents under this Agreement, including but not limited to, all documents, drawings, including design information, concepts, images, renderings, models, cost information, estimates, specifications and reports (“Works”) are to be the property of the Authority.

Contractor hereby represents that it is the owner of and hereby assigns to the Authority all rights, title and interest, including all copyrights, copyright registrations, copyright applications, renewals, extensions and all other proprietary or ownership rights, in all Works and things created by Contractor in whole or in part, or hereafter created by the Contractor in connection with this Agreement, including but not limited to, all works based upon, derived from, or incorporating any Works.

In the event of the termination of Contractor under the provisions of this Agreement or the termination, suspension, abandonment or completion of the tasks outlined herein, the Contractor shall deliver to the Authority within thirty (30) days all Works created by the Contractor in connection with this Agreement. The Authority, as the holder of all rights, title and interest, including all copyrights, in all Works created by Contractor, shall have the right to use or reuse any and all such Works for any purpose at the Authority’s sole discretion and at no additional cost to the Authority.

Contractor agrees that its contracts with any of its subcontractors, or consultants will contain language that will assign to the Authority ownership of Works and things created by such subcontractors or consultants for the Authority on the same terms and conditions as set forth herein.

XXII. Performance

This Agreement shall be deemed to have been substantially performed only when fully performed according to its terms and conditions and any modifications thereof.

XXIII. Severability If one or more clauses, sections, or provisions of this Agreement shall be held to be unlawful, invalid, or unenforceable, it is agreed that the remainder of this Agreement and the enforceable portion(s) of unenforceable provisions shall remain in full force and effect.

XXIV. Special Provisions The remedies provided in this Agreement shall be cumulative and no one shall be construed as exclusive of any other or of any remedy provided by law and failure of any Party to exercise any remedy at any time shall not operate as a waiver of the right of such Party to exercise any remedy for the same or subsequent default at any time thereafter.

XXV. Suspension and Termination

In the event that either Party is unable to perform any of its obligations under this Agreement, or to enjoy any of its benefits because of natural disasters, actions or decrees of government bodies, the Party who has been so affected shall immediately give notice to the other Party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement are suspended. If the period of non-performance exceeds ten (10) days from the receipt of notice, the Party whose ability to perform has not been so affected may, by giving written notice, terminate this Agreement.

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

XXVII. Termination for Convenience This Agreement may be terminated in whole or in part by the Authority whenever, for any reason, the Authority determines that such termination is in the best interest of the Authority. Termination of services shall be affected by delivery to the Contractor of a termination notice at least three (3) days prior to the effective date of the termination, specifying the extent to which services are to be provided until the termination becomes effective. Contractor shall be compensated for services rendered prior to the effective date of termination. In no event shall the Authority be liable for services received by the Authority after the effective date of termination. Contractor shall be compensated for services herein provided, but in no case shall total payments made to the Contractor exceed the original price due on the Agreement.

Contractor shall have the right to terminate the agreement if Contractor determines that such termination is in the best interest of the Contractor. Termination of services shall be completed by delivery to the Authority of a termination notice at least ninety (90) days prior to the effective date of the termination. Contractor shall continue to provide all services per this Contract, unless otherwise directed by the Authority in writing until the termination becomes effective. Authority shall only be invoiced for services rendered by the Contractor prior to the effective date of termination.

XXVIII. Working Standards Contractor agrees to execute its responsibilities by following and applying at all times the highest degree of care expected from contractors in the United States providing similar services such as those required under this Agreement. If the Authority becomes dissatisfied with the work product of or the working relationship with those individuals assigned to work on this Agreement, the Authority may request in writing the replacement of any or all such individuals and the Contractor shall grant such request.

XXIX. Integration & Captions This document incorporates the entire agreement of the Parties and supersedes all prior discussions or agreements concerning any subject matter related hereto. This Agreement may not be amended except by a writing executed by the Parties hereto. The Parties having read and understood the foregoing terms of the attached Agreement do by their respective signatures dated below, hereby agree to the terms hereof.

The headings and section titles of this Agreement are inserted only as a matter of reference, and in no way define, limit or describe the scope or intent of any provision of this Agreement.

XXX. E-Verify Program Requirements.

As required by IC §22-5-1.7, the Contractor swears or affirms under the penalties of perjury that the Contractor does not knowingly employ an unauthorized alien. The Contractor further agrees that:

A. The Contractor shall enroll in and verify the work eligibility status of all newly hired employees of Contractor through the E-Verify program as defined in IC §22-5-1.7-3. The Contractor is not required to participate should the E-Verify program cease to exist.

Additionally, the Contractor is not required to participate if the Contractor is self-employed and does not employ any employees.

B. The Contractor shall not knowingly employ or contract with an unauthorized alien.

The Contractor shall not retain an employee or contract with a person that the Contractor subsequently learns is an unauthorized alien.

C. The Contractor shall require its subcontractors, who perform work under this Contract, to certify to the Contractor that the subcontractor does not knowingly employ or contract with an unauthorized alien and that the subcontractor has enrolled and is participating in the E-Verify program. The Contractor agrees to maintain this certification throughout the duration of the term of a contract with a subcontractor.

The IAA may terminate for default if the Contractor fails to cure a breach of this provision no later than thirty (30) days after being notified by the IAA.

Non-Collusion Affidavit

I hereby certify that I am the duly authorized representative of Contractor and that neither I nor any other member, employee, representative, agent or officer of Contractor has directly or indirectly, to the best of his/her knowledge:

A. Entered into or offered to enter into any combination, collusion or agreement to receive or pay, and that he/she has not received or paid, any sum of money or other consideration to any firm or person other than a bona fide employee working solely for me or the Contractor, to solicit or secure this Agreement other than that which appears on the face of this Agreement; or

B. Agreed, as an express or implied condition for obtaining this Agreement, to employ or retain the services of any firm or person in connection with carrying out the Agreement.

IN TESTIMONY WHEREOF, the Parties hereto have executed this Agreement, the day and year referenced below.

NAME OF CONTRACTOR INDIANAPOLIS

AIRPORT AUTHORITY *

By:

By:

Name:

Name:

Title:

Title:

Date:

Date:

* Signature authorized by IAA Resolution No. 11-

Approved as to Form & Legality:

By:______________________________ Office of the General Counsel

EXHIBIT A

Scope of Work

EXHIBIT B

Federal Title VI Provisions (FAA Issuance Date: 05/24/2023)

Compliance with Nondiscrimination Requirements

During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”) agrees as follows:

1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract.

2. Non-discrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.

3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the Contractor’s obligations under this contract and the Nondiscrimination Acts And Authorities on the grounds of race, color, or national origin.

4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts And Authorities and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information.

5. Sanctions for Noncompliance: In the event of a Contractor’s noncompliance with the Non-discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:

a. Withholding payments to the Contractor under the contract until the Contractor complies;

and/or

b. Cancelling, terminating, or suspending a contract, in whole or in part.

6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

Title VI List of Pertinent Nondiscrimination Acts and Authorities

During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to:

• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin);

• 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964);

• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);

• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27 (Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance);

• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);

• Airport and Airway Improvement Act of 1982, (49 USC § 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);

• The Civil Rights Restoration Act of 1987, (PL 100-209), (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);

• Titles II and III of the Americans with Disabilities Act of 1990 (42 USC § 12101, et seq) (prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;

• The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);

• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;

• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100 (2005)];

• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).