Professional_Services_Federal_Provisions.docx

Company Name Department - 2026 Appropriation # Fund; P.O.# Contract Not To Exceed $

AGREEMENT FOR PROFESSIONAL SERVICES

THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and ______________. (hereinafter "Professional").

RECITALS

WHEREAS, the City owns and is responsible for the operation and maintenance of its property, personnel, public works, and infrastructure, and acts as a local public agency in connection with disaster recovery and federal assistance programs; and WHEREAS, the City has received or anticipates receiving federal financial assistance from the Federal Emergency Management Agency (FEMA) for response and restoration activities relating to recent federally declared floods; and WHEREAS, from time to time, the City requires specialized professional assistance in preparing for, responding to, recovering from, and mitigating disasters, including navigating Federal Emergency Management Agency (FEMA) programs and compliance requirements; and WHEREAS, the City solicited proposals for such services through a competitive Request for Proposals (RFP) process, and the Professional was duly selected as the successful respondent; and WHEREAS, the Professional is duly experienced and qualified in providing FEMA-related consulting and advisory services and desires to provide such services to the City; and WHEREAS, in accordance with 2 CFR 200.331, the City has evaluated the nature of the services to be provided under this Agreement on a case-by-case basis and has determined that the entity receiving these funds is classified as a Contractor (providing professional consulting services for the City's own use within normal business operations, rather than a subrecipient carrying out a portion of a federal program); and WHEREAS, this procurement relationship is structured to obtain specialized technical expertise ancillary to the implementation of a federal disaster assistance program; and WHEREAS, the City desires to engage the Professional as an independent contractor for the purpose of providing the FEMA-related consulting services referenced herein;

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, the City and the Professional mutually agree as follows:

SECTION 1 INCORPORATION OF RECITALS

The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof.

SECTION 2 SCOPE OF SERVICES

2.1 City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference.

2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services to City. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after City has approved Professional’s time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to City. A copy of the City’s authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City.

2.3 Time is of the essence of this Agreement.

2.4 The Services may be reimbursed by FEMA as part of Disaster Recovery from major floods that occurred in Indiana in the month of August, 2026 as was declared by Gov. Braun and approved by President Trump on August 26, 2026. It is imperative that Professional examine and become familiar with the Public Assistance Program established by FEMA. Funding for the Services may be made possible through FEMA grant and is contingent on strict conformance to the guidelines set forth by FEMA. Professional will comply with all applicable FEMA requirements including Section 8 of this Agreement.

SECTION 3 CITY'S RESPONSIBILITIES

3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested.

3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete.

3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services.

3.4 City shall designate payment of the Services from City budget appropriation number FUNDS fund.

3.5 City shall designate the Mayor or their duly authorized representative to act on City’s behalf on all matters regarding the Services.

SECTION 4 PROFESSIONAL'S RESPONSIBILITIES

4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate.

4.2 Professional shall coordinate with City its performance of the Services.

4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry.

SECTION 5 COMPENSATION

5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Fifty Thousand Dollars ($50,000.00) (the “Estimate”). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35) days from the date of City’s receipt of same.

5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City’s prior written consent.

SECTION 6 TERM

Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through the satisfactory completion of services as described in this Agreement.

SECTION 7 MISCELLANEOUS

7.1 Termination

7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days’ notice.

7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional’s receipt of City’s “Notice to Cease Services.”

7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law.

7.2 Binding Effect

City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations.

7.3 No Third Party Beneficiaries

Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto.

7.4 Relationship

The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement.

7.5 Insurance

Professional's insurance shall be not less than the amounts shown below:

A. Commercial General Liability (Occurrence Basis) Bodily Injury, personal injury, property damage, Contractual liability, product/completed operations

Each Occurrence Limit $1,000,000.00

Damage to Rented Premises $100,000.00 (each occurrence)

Medical Expense Limit $5,000.00

Personal and Advertising Injury Limit $500,000.00

General Aggregate Limit $2,000,000.00 (Other than Products Completed Operations)

NOTE: GENERAL AGGREGATE TO APPLY PER PROJECT

Products/Completed Operations $1,000,000.00

B. Auto Liability $1,000,000.00 (combined single limit) (owned, hired & non-owned)

Bodily injury & property damage $1,000,000.00 each accident C. Excess/Umbrella Liability $2,000,000 (each occurrence and aggregate)

F. Professional Liability Insurance. The Professional shall carry and maintain during the continuance of this Agreement, professional liability insurance in the amount of $2,000,000 for single limit claims and $3,000,000 in the aggregate. The Professional's policy of insurance shall contain prior acts coverage sufficient to cover all Services performed by the Professional for this Project. Upon City's request, Professional shall give prompt written notice to City of any and all claims made against this policy during the period in which this policy is required to be maintained pursuant to this Agreement. If the insurance is written on a claims-made basis and coverage is cancelled at any time, the Professional will obtain, at its cost, an extended reporting endorsement which provides continuing coverage for claims based upon alleged acts or omissions during the term of the Agreement until all applicable statute of limitation periods have expired.

7.5.2 Professional shall provide the City with a certificate of insurance, naming the City as an "additional insured," showing such coverage then in force (but not less than the amount shown above) shall be filed with City prior to commencement of any work. These certificates shall contain a provision that the policies and the coverage afforded will not be canceled until at least thirty (30) days after written notice has been given to City.

7.5.3 Professional may, with the prior approval of the City, substitute different types of coverage for those specified if the total amount of required protection is not reduced. Professional shall be responsible for all deductibles.

7.5.4 Nothing in the above provisions shall operate as or be construed as limiting the amount of liability of Professional to the above enumerated amounts.

7.6 Liens

Professional shall not cause or permit the filing of any lien on any of City’s property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional’s sole cost and expense.

7.7 Default

In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional’s warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity.

7.8 Government Compliance

Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional’s performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals’ required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement.

7.9 Indemnification

Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement.

7.10 Discrimination Prohibition

Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement.

7.11 E-Verify

Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit C, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-Verify program, and (ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit C. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the City’s authorized representative.

Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-Verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven (7) days of the effective date of the subcontract.

If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty (30) days (“Cure Period”). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence.

The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist.

7.12 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect.

7.13 Notice

Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows:

CITY:

PROFESSIONAL:

Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice.

7.14 Effective Date

The effective date (“Effective Date”) of this Agreement shall be the date on which the last of the parties hereto executes same.

7.15 Governing Law; Lawsuits

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.

7.16 Waiver

Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter.

7.17 Non-Assignment

Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City’s prior written consent.

7.18 Entire Agreement

This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail.

7.19 Representation and Warranties

Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be.

7.20 Headings

All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.

7.21 Advice of Counsel

The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion.

7.22 Copyright

City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional’s property.

7.23 Personnel

Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services.

7.24 Records and Inspections

Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this Agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities.

7.25 Accomplishment of Project

Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City’s organization.

7.26 Debarment And Suspension

7.26.1 The Professional certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Professional.

7.26.2 The Professional certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Professional shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement.

7.27 Access to Public Records Act

Professional understands and agrees that any “public record”, as that term is defined in Indiana Code 5-14-3-2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the provisions of Indiana’s Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seq., as amended.

7.28 Iran Certification

Pursuant to I.C. § 5-22-16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran.

7.29 Suspension of Services

A. Suspension due to security or integrity threats. Professional agrees to provide at least twelve (12) hours notice to the City if any suspension of services or good deliveries will be necessary due to a threat to the technical security or technical integrity of the services or delivery systems.

B. Suspension due to payment dispute. If the Parties are having a billing or payment dispute, Professional shall not suspend the services under the Agreements between the Parties until such disputes is resolved or Agreements between the Parties are terminated.

7.30 Data Transfer Upon Termination

Upon termination of the Agreement, and if Professional possesses any City digital data or electronic content (collectively “Customer Data and Content”), Professional shall not delete and shall allow the City to download and export all such Customer Data and Content held in the services by Professional for ninety (90) days following termination.

7.31 Limitation on Use of Customer Data and Content

Professional shall not use, disclose, sell, license, rent, or otherwise exploit Customer Data and Content for any commercial purposes, nor for any purpose beyond the scope of providing the services set forth in the Agreements between the Parties. All use of Customer Data and Content by Professional must comply with all applicable federal, state, and local laws, rules, and regulations.

7.32 Marketing

Any Professional press-releases announcing the partnership between the Parties, shall be coordinated with the City’s marketing department.

7.33 Data and Information Protection

A. Definitions. Capitalized terms used in this Section shall have the meanings set forth, below:

"Authorized Persons" means (i) the Professional's employees; and (ii) the Professional's subcontractors and agents who have a need to know or otherwise access Personal Information to enable the Professional to perform its obligations under this Addendum and the Agreement, and who are bound in writing by confidentiality and other obligations sufficient to protect Personal Information in accordance with the terms and conditions of this Addendum and the Agreement.

"Highly Sensitive Personal Information" means an (i) individual's government-issued identification number (including Social Security number, driver's license number, or state-issued identification number); (ii) financial account number, credit card number, debit card number, or credit report information, with or without any required security code, access code, personal identification number, or password that would permit access to an individual's financial account; or (iii) biometric, genetic, health, medical, or medical insurance data.

"Personal Information" means information provided to the Professional by or at the direction of the City, information which is created or obtained by the Professional on behalf of the City, or information to which access was provided to the Professional by or at the direction of the City, in the course of the Professional's performance under this Addendum and the Agreement that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, and other personal identifiers), in case of both subclauses (i) and (ii), including, without limitation, all Highly Sensitive Personal Information.

"Security Breach" means (i) any act or omission that compromises either the security, confidentiality, or integrity of Personal Information or the physical, technical, administrative, or organizational safeguards put in place by the Professional or any Authorized Persons, or by the City should the Professional have access to the City's systems, that relate to the protection of the security, confidentiality, or integrity of Personal Information, or (ii) receipt of a complaint in relation to the privacy and data security practices of the Professional or any Authorized Persons or a breach or alleged breach of this Addendum and/or Agreement relating to such privacy and data security practices. Without limiting the foregoing, a compromise shall include any unauthorized access to or disclosure or acquisition of Personal Information.

B. Standard of Care.

i. Professional acknowledges and agrees that, during the term of the Agreement, Professional may create, receive, or have access to Personal Information. For any Personal Information, Professional shall comply with this Section in its creation, collection, receipt, transmission, storage, disposal, use, and disclosure of such Personal Information and be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information under its control or in its possession by all Authorized Persons. Professional shall be responsible for, and remain liable to, the City for the actions and omissions of all Authorized Persons concerning the treatment of Personal Information.

ii. Personal Information is deemed to be Confidential Information of the City and is not Confidential Information of Professional.

iii. Professional agrees and covenants that it shall:

a. Keep and maintain all Personal Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use, or disclosure;

b. Not create, collect, receive, access, or use Personal Information in violation of law;

c. Use and disclose Personal Information solely and exclusively for the purposes for which the Personal Information, or access to it, is provided pursuant to the terms and conditions of this Addendum and the Agreement, and not use, sell, rent, transfer, distribute, or otherwise disclose or make available Personal Information for Professional's own purposes or for the benefit of anyone other than the City, in each case, without the City's prior written consent; and

d. Not directly or indirectly, disclose Personal Information to any person other than Authorized Persons, without the City's prior written consent.

Finance Department - 2026 Appropriation # Fund; P.O.# Contract Not To Exceed $50,000.00 e.

iv. Professional shall implement and maintain a written information security program, including appropriate policies, procedures, and risk assessments.

v. At a minimum, Professional's safeguards for the protection of Personal Information shall include:

a. Limiting access of Personal Information to Authorized Persons;

b. Securing business facilities, data centers, paper files, servers, backup systems, and computing equipment, including, but not limited to, all mobile devices and other equipment with information storage capability;

c. Implementing network, application, database, and platform security; (iv) securing information transmission, storage, and disposal;

d. Implementing authentication and access controls within media, applications, operating systems, and equipment;

e. Encrypting Highly Sensitive Personal Information stored on any media;

f. Encrypting Highly Sensitive Personal Information transmitted over public or wireless networks;

g. Strictly segregating Personal Information from information of Professional or its other customers so that Personal Information is not commingled with any other types of information;

h. Conducting risk assessments, penetration testing, and vulnerability scans and promptly implementing, at Professional's sole cost and expense, a corrective action plan to correct any issues that are reported as a result of the testing;

i. Implementing appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks consistent with applicable law; and

j. Providing appropriate privacy and information security training to Authorized Persons.

C. Security Breach.

If Security Breach occurs that affects Professional’s obligations to the City under the Agreements between the Parties, or Personal or Confidential Information, Professional shall:

i. Notify the City of a Security Breach as soon as practicable, but no later than forty-eight (48) hours after the Professional becomes aware of it;

ii. At its own expense, use best efforts to immediately contain and remedy any Security Breach and prevent any further Security Breach, including, but not limited to taking any and all action necessary to comply with applicable privacy rights, laws, regulations, and standards. Professional shall reimburse the City for all actual costs incurred by the City in responding to, and mitigating damages caused by any Security Breach, including all costs of notice and/or remediation;

iii. Maintain and preserve all documents, records, and other data related to any Security Breach;

iv. Fully cooperate, at its own expense, with the City in any litigation, investigation, or other action deemed necessary by the City to protect its rights relating to the use, disclosure, protection, and maintenance of Personal or Confidential Information.

D. Cyber Liability Insurance. Professional shall maintain cyber liability insurance coverage of not less than $1,000,000 each claim and annual aggregate providing coverage for damages and claims expenses, including notification expenses, arising from (1) breach of network security, (2) alteration, corruption, destruction or deletion of information stored or processed on a computer system, (3) invasion of privacy, including identity theft and unauthorized transmission or publication of personal information, (4) unauthorized access and use of computer systems, including hackers, (5) the transmission of malicious code, and (6) website content, including claims of libel, slander, trade libel, defamation, infringement of copyright, trademark and trade dress and invasion of privacy.

SECTION 8 COMPLIANCE WITH FEDERAL REGULATIONS

8.1 Compliance with the Contract Work Hours and Safety Standards Act.

8.1.1 Overtime requirements. Professional or its subcontractor contracting for any part of the work under this Agreement which requires or involves the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty (40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty (40) hours in such workweek.

8.1.2 Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth herein, Professional and its subcontractor(s) responsible therefore shall be liable for the unpaid wages and interest from the date of the underpayment. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchpersons and guards, employed in violation of the clause set forth herein, in the sum of $32 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty (40) hours without payment of the overtime wages as required herein.

8.1.3 Withholding for unpaid wages and liquidated damages:

(i) Withholding Process. The City may, upon its own action, or must, upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from Professional so much of the accrued payments or advances as may be considered necessary to satisfy the liabilities of Professional or any subcontractor for any unpaid wages; monetary relief, including interest; and liquidated damages as required herein, any other federal contract with Professional, or any other federally assisted contract subject to the Contract Work Hours and Safety Standards Act that is held by Professional. The necessary funds may be withheld from Professional under this Agreement, any other federal contract with Professional, or any other federally assisted contract that is subject to the Contract Work Hours and Safety Standards Act and is held by Professional, regardless of whether the other contract was awarded or assisted by the City, and such funds may be used to satisfy Professional’s liability for which the funds were withheld.

(ii) Priority to withheld funds. The Department of Labor has priority to funds withheld or to be withheld in accordance with either subsection of Section 8, over claims to those funds by: (A) Professional’s surety(ies), including without limitation any performance bond sureties and payment bond sureties; (B) the City for its reprocurement costs; (C) A trustee(s) (either a court-appointed trustee or a U.S. trustee, or both) in bankruptcy of Professional, or its bankruptcy estate; (D) Professional's assignee(s); Professional's successor(s); or (F) A claim asserted under the Prompt Payment Act, 31 U.S.C. 3901-3907.

(iii) Subcontracts. Professional or its subcontractor must insert in any subcontracts the clauses set forth in Section 8 herein and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. Professional is responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in Section 8 herein. In the event of any violations of these clauses, Professional, and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due to any workers of lower-tier subcontractors, and associated liquidated damages and may be subject to debarment, as appropriate.

(iv) Anti-retaliation. It is unlawful for any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for: (A) Notifying any contractor of any conduct which the worker reasonably believes constitutes a violation of the Contract Work Hours and Safety Standards Act (CWHSSA), its implementing regulations or this Agreement; (B) Filing any complaint, initiating, or causing to be initiated any proceeding, or otherwise asserting or seeking to assert on behalf of themselves or others any right or protection under CWHSSA or this Agreement; (C) Cooperating in any investigation or other compliance action, or testifying in any proceeding under CWHSSA or this Agreement; or (D) Informing any other person about their rights under CWHSSA or this Agreement.

8.2 Clean Air Act and Federal Water Pollution Control Act.

If overall compensation to Professional under this Agreement will exceed One Hundred Fifty Thousand Dollars ($150,000.00), Professional agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. and the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq. Professional agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office and any required State or Hamilton County, Indiana agencies. Professional agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with federal assistance provided by FEMA.

8.3 Federal Suspension and Disbarment.

This Agreement is a covered transaction for purposes of 2 C.F.R. Part 180 and 2 C.F.R. Part 3000. As such, Professional is required to verify that none of Professional’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). Professional must comply with 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters. This certification is a material representation of fact relied upon by the City. If it is later determined that Professional did not comply with 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

8.4 Anti-Lobbying Certification.

If overall compensation to Professional under this Agreement will exceed One Hundred Thousand Dollars ($100,000.00), Professional has certified that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Professional shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award.

8.5. Prohibition on Contracting for Covered Telecommunications Equipment or Services.

Professional is prohibited to oblige or expend any federal award funds on certain telecommunication products or from certain entities for national security reasons as outlined in Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. No. 115-232, and 2 C.F.R. § 200.216.

8.6 Miscellaneous.

8.6.1 Professional agrees to provide the City, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of Professional which are directly pertinent to this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions. Professional agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. Professional agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.

8.6.2 In compliance with section 1225 of the Disaster Recovery Reform Act of 2018, the City and Professional acknowledge and agree that no language in this Agreement is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.

8.6.3 This is an acknowledgement that FEMA financial assistance may be used to fund all or a portion of the Agreement. Professional will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives.

8.6.4 The Federal Government is not a party to this Agreement and is not subject to any obligations or liabilities to the City, Professional, or any other party pertaining to any matter resulting from the Agreement.

8.6.5 Professional acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to Professional’s actions pertaining to this Agreement.

8.6.6 If applicable, Professional agrees to incorporate the Buy America Preference into planning and design when providing architectural and/or engineering professional services for infrastructure projects. Consistent with the Build America, Buy America Act (BABAA) Pub. L. 117- 58 §§ 70901-52, no federal financial assistance funding for infrastructure projects will be used unless all the iron, steel, manufactured projects, and construction materials used in the project are produced in the United States.

8.6.7 Professional agrees and acknowledges that the use of the DHS seal, logo, and flags without FEMA pre-approval is prohibited.

IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:

CITY OF CARMEL, INDIANA COMPANY NAME

by and through its Board of Public Works and Safety

BY: BY:

Laura Campbell, Presiding Officer Authorized Signature

Date:

Printed Name:

Title:

James Barlow, Member

Date: FID/TIN:

Alan Potasnik, Member Date:

Date:

ATTEST:

Jacob Quinn, Clerk

Date: