Proposal Interlake Redbird ORV Rental 2027.pdf

Mike Braun, Governor

Alan Morrison, Director

The DNR mission: Protect, enhance, preserve and wisely use natural, cultural and recreational resources for the benefit of Indiana’s citizens through professional leadership, management and education.

www.DNR.IN.gov An Equal Opportunity Employer

Division of State Parks 402 W Washington St, Rm W298 Indianapolis, IN 46204

CONCESSION OPPORTUNITY ANNOUNCEMENT

Off-Road Vehicle Rental

Interlake Off-Road State Recreation Area Pike and Warrick Counties, Indiana

Redbird Off-Road State Recreation Area Greene and Sullivan Counties, Indiana

Mission

The mission of Indiana State Parks is to conserve, manage, and interpret our resources while creating memorable experiences for everyone.

Vision

The vision of Indiana State Parks is excellence in stewardship, recreational diversity, interpretation, service, and growth resulting in unique places that people respectfully use, enjoy, and cherish.

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The Settings – Interlake and Redbird Off-Road State Recreation Areas

Interlake Off-Road State Recreation Area (OSRA), Indiana’s largest off-road vehicle property, is a 3,500-acre destination focused on trails. Located in Pike and Warrick counties near Lynnville, Interlake boasts nearly 100 miles of trails open to off-road vehicles (ORVs), horses, mountain bikes, and hikers.

Several lakes are available for boating and fishing, and former coal mining land provides excellent opportunities for outdoor recreation, hunting, and mushrooming.

The terrain ranges from flat to rolling, to steep hills with some mud bogs. Many trails are rocky, providing technical challenges suitable for experienced ORV enthusiasts. Full sized vehicles such 4x4 trucks and sport-utility vehicles are welcome, as are all-terrain vehicles, side-by-sides, and dirt bikes. The specialty-vehicle rock garden and Trail 5B are popular for modified ORVs.

Visitors have easy access to Interlake OSRA with a paved entrance off State Road 68 and ample parking for big rigs and trucks with trailers.

View Interlake’s multi-use ORV trails map.

https://www.in.gov/dnr/state-parks/files/outdoor-recreation/or-InterlakeMap.pdf

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Redbird Outdoor State Recreation Area (OSRA), in Greene and Sullivan counties near Dugger, is a 1,450-acre multi-use property and was Indiana’s first state-owned property to allow off-road vehicle (ORV) recreation. There are approximately 700 acres and 50 miles of ORV trails and challenge areas offering everything from gentle slopes to technically difficult hills and grades. The dramatic topographical changes created by historic coal mining are among ORV enthusiasts’ favorite places to challenge their skills and vehicles.

Redbird is one of the few properties in Indiana that allows full-size ORVs such as 4x4 trucks and SUVs. Most shared trails have good sightlines for young or novice riders and allow all ORV types.

There are also ORV type-specific trails such as single-track dirt bike, less than 50-inch-wide dual track, ATV and side x side, and advanced/modified 4x4. In addition to the many trails and challenge areas, there is an ORV rock garden designed for specialty vehicles and technical difficulty. Trail 3x is included in BF Goodrich’s Outstanding Trails program, which highlights the best trails in the country, honors the clubs that maintain them, and helps in the conservation efforts promoted by Tread Lightly! Inc.

Redbird’s prime location provides easy access to those interested in off-roading, fishing, hiking, mountain biking, mushrooming, picnicking, and small-lake boating (nonmotorized or electric motor only). Shelters, picnic tables and restrooms are located throughout the property for a full day of fun and family time.

View Redbird’s ORV trails map.

https://www.in.gov/dnr/state-parks/files/outdoor-recreation/sp-redbird_property.pdf

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Recreation & Activities

Off-Road Vehicle Trails Boating [Trolling motor only] Fishing Hiking Trails Hunting [Interlake only] Interpretive Services Mountain Biking Mushrooming Picnicking / Picnic Shelters Gift Shop & Snacks

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Off-Road Vehicle (ORV) Trail Use Fees

Daily ORV Trail Use $15 Per ORV; includes entrance to property

Annual ORV Trail Use Permit $95 Per ORV; unlimited trail use

Out-of-State ORV Trail Use Permit $20 Per ORV; non-registered out-of-state ORVs only

Entrance Fees

Indiana State Parks has a philosophy of user fees and has collected gate fees ever since its inception in 1916. Gate fees not only provide self-generated revenue from users, but gate operations also provide a form of property security.

Effective January 1, 2026, entrance fees are $7.00 per vehicle with an Indiana license plate, and $15.00 per vehicle with an out-of-state license plate. This rate is subject to change at any time, and with approval of the Indiana Natural Resources Commission. Once a guest pays the entrance gate fee, or shows an annual entrance pass, they are allowed to use other services in accordance with property rules and regulations. If there are charges for other services in the park, guests are required to pay for these charges in addition to entrance gate fees.

Employees reporting for work and commercial vehicles making deliveries or providing service and maintenance to the park and its facilities and concessions, do not need to pay the entrance gate fee, but must identify themselves and sign in at the gate house. Employees wishing to use the property facilities on personal time will be required to pay the daily gate fee or present an annual entrance pass.

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I. The Offering

This is a Concession Opportunity Announcement offered by Indiana Department of Natural Resources (DNR). This announcement solicits expressions of interest from individuals, corporations, or partnerships who wish to be considered for the Off-Road Vehicle* Rental Concession at one or both of the following Off-Road State Recreation Areas (OSRA) managed by Indiana State Parks:

Interlake OSRA 200 E State Road 68 Lynnville, IN 47619

Redbird OSRA 15470 W County Road 350 N Dugger, IN 47848

*Off-road vehicle shall be defined as an off-highway vehicle (OHV), utility-task vehicle (UTV), all-terrain vehicle (ATV), side-by-side vehicle (SxS), or recreational off-highway vehicle (ROV), which is legally permitted and registered as an off-road vehicle by State motor vehicle regulations.

This Concession Opportunity Announcement is intended to publicize the availability of the contracting opportunities described herein and posted per Indiana Department of Administration (IDOA) guidelines and Indiana procurement code enacted by Senate Enrolled Act (SEA) 5 effective July 1, 2025.

Visit https://www.in.gov/idoa/procurement/current-business-opportunities/ to view current State of Indiana Business Opportunities.

The State of Indiana creates no obligation, expressed or implied, by the issuance of this announcement or by the receipt of any proposals requested herein. The award of any contract, resulting from this announcement, shall be at the sole discretion of the issuing agency. Neither this announcement nor any proposal submitted in response hereto are to be construed as legal offers.

II. Services to be Provided

Off-Road Vehicle Rentals

The Concessionaire shall operate an off-road vehicle* rental concession at Interlake Off-Road State Recreation Area (OSRA) and/or Redbird Off-Road State Recreation Area (OSRA). This announcement solicits interest in operating one or both concession locations.

*Off-road vehicle shall be defined as an off-highway vehicle (OHV), utility-task vehicle (UTV), all-terrain vehicle (ATV), side-by-side vehicle (SxS), or recreational off-highway vehicle (ROV), which is legally permitted and registered as an off-road vehicle by State motor vehicle regulations.

https://www.in.gov/idoa/procurement/current-business-opportunities/

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Concession operator will have the right to offer vehicle and equipment rentals, guided tours, instruction and programs, and fuel sales within the scope of the concessions license agreement. Additional items and services (e.g., vehicle accessories, safety gear, branded merchandise, apparel, etc.) are negotiable and subject to prior approval required by the Department. Concession operator will provide a variety of equipment and services at reasonable market pricing.

This is a new concession opportunity with no existing rental equipment, concession facility or building, or inventory provided. Concession operator will be assigned to a designated area of the property on which to conduct concessions business; it is fully understood that operator is restricted to the licensed area and no other area or place on the property.

The operating season for this concession generally begins the Saturday of Memorial Day Weekend and concludes on Labor Day, operating a minimum of Fridays, Saturdays and Sundays each week and for a specified schedule each day, in addition to special events held annually; season dates and/or additional operating days/times are negotiable and subject to prior approval required by the Department.

The operator shall employ suitable employees to operate the concession, to maintain the facility in a clean and inviting manner, and to carry out all terms and conditions as indicated in the Concession Agreement.

The DNR reserves the right to reject any rental service or item offered for sale by the concession, if the either is deemed harmful or of a questionable nature. It is suggested that gifts, apparel, and souvenirs be nature-oriented, promote outdoor recreation, and support natural resources and conservation.

The attached EXAMPLE ONLY Exhibit A – Concession Agreement details specific duties, responsibilities, and other areas, such as prohibited items and reporting requirements for concessions operations; therefore, it is suggested that all potential proposers become familiar with this agreement and how it may affect the proposal.

III. DNR Concession Agreement

The DNR Concession Agreement is expected to be awarded based upon proposals received in response to this announcement.

Per language found in the IDOA Event Details posted at https://www.in.gov/idoa/procurement/current-business-opportunities/:

This is a request to establish a Contractual Agreement for Concession Services. Contract commencing 2/1/2027 or from date of last State signature, whichever is later and ending 12/31/2030 or four (4) years after the State's last signature, whichever is later. By mutual consent of both parties, contract may be renewed at the same terms and conditions of original contract. The term of the contract, including any renewals, may not exceed four (4) years.

The awarded Agreement will require that the concession operator be prepared and available to commence operations on or before March 15, 2027.

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Depending upon the nature of the concession and the circumstances of the operator, the State may require that the operator post a performance bond or other assurance of performance.

Under the Agreement, the operator will be required to provide and secure all rental equipment, supplies, merchandise, services, employees, and other resources needed to successfully operate the concession. The availability of State-owned equipment for use by the concession operator varies by property and concession.

It is strongly recommended that interested parties contact the Property Manager (*see following contact info) to arrange a visit and view the layout of the property and concession area prior to submitting a proposal.

Interlake OSRA Joe Compton Property Manager Office: 812-922-0002 Email: jcompton@dnr.in.gov Property webpage: on.IN.gov/Interlake

Redbird OSRA Sarah Short Property Manager Office: 812-847-0146 Email: sashort@dnr.in.gov Property webpage: on.IN.gov/Redbird

IV. Proposal Submission

All parties who desire to be considered for the DNR Concession Agreement must submit a concessions business proposal no later than 4pm ET Monday, November 2, 2026.

Visit https://www.in.gov/idoa/procurement/current-business-opportunities/, search by Natural Resources agency to view the Bid Event ID number, instructions, and applicable bid documents.

The proposal should address each of the following points described under Section V. Proposal Content of this announcement. All information included in the proposal shall be considered a matter of public record, unless specifically exempted by Indiana Statutes, I.C. 5-14.

Proposals may be submitted by electronic mail or courier/postal mail delivery to the following contact:

Angela Settles Supervisor / Contracts Buyer Indiana Department of Natural Resources Division of Purchasing 402 W. Washington Street, Rm. W265 Indianapolis, IN 46204 Phone: (317) 232-4108 Email: asettles1@dnr.in.gov mailto:jcompton@dnr.in.gov mailto:sashort@dnr.in.gov mailto:asettles1@dnr.in.gov

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Proposals submitted by electronic mail are limited to 35MB size and must be received in a digital document format (e.g., PDF, PNG, GIF, Flipbook, HTML) and electronically signed. All documents contained in the proposal submission must be locked for editing.

All parties (“Proposer” and “Solicitor”) agree that the proposal submission and any other documents to be delivered in connection herewith will be electronically signed, and that any electronic signatures appearing on the proposal submission or other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

Proposals submitted by courier/postal mail delivery should be clearly marked with “DNR Concession Proposal – ORV Rentals” in the lower left-hand corner of the mailing envelope and delivered to the address listed above.

All proposals must be received by 4pm ET Monday, November 2, 2026. Proposals received after the submission deadline will not be considered for concession opportunity.

V. Proposal Content

Proposal should address the following points:

1. Identification of Interest The concession desired must be specifically identified. If more than one concession operation is requested, proposals may be combined for concessions located within the same DNR property.

Combined proposals must address each element of information requested for each concession. Each combined proposal must also indicate whether the operator is interested in operating each concession individually or whether the proposal must be considered on an “all or none” basis. If not indicated as “all or none” the award may be split between proposers as deemed in the best interest of the State.

2. Description of Good and Services The proposal shall describe the goods and services to be offered to the public by the operator. The description must be in sufficient detail to permit an evaluation of the scope of the concession offered.

The proposal shall be as complete as possible.

3. Payment to the State The proposal must describe the proposed payment and basis for payment (i.e., percentage of gross receipts or other method) to be made to the State of Indiana in consideration for the Agreement. The terms of the payment and any limitations or conditions must be clearly described. The proposal should include an estimate of the total payment to be made under the agreement.

4. Concession Operations

a) Operations The proposal shall include a pro forma statement for the operation of the concession. This statement shall include all projected revenues and expenses for the operation. This statement shall provide enough detail for the State to determine the validity of the projections and to ascertain that the operator has a

10 | P a g e viable opportunity to make a profit. The proposer shall also provide detailed information regarding the operation of the concession.

The minimum level of information required will include the following items:

• Pro forma statement with projected gross receipts, expenses, and anticipated net profit

• Statement of days and hours of operations

• Number of employees utilized, categorized by job function and schedule (shift) assignments

• Equipment to be supplied by the operator

• Equipment to be supplied by the State

• Anticipated inventory levels

• Detailed action to be taken to improve the appearance of the concession operation and area (e.g., indicate if employee uniforms will be required)

b) Management The proposal should contain a description of the management method to be utilized in maintaining the highest possible level of service to the public.

A detailed description of the duties of key personnel should also be outlined, along with the resumes of key personnel; a listing of key personnel should include the employee’s name, address, and date of birth.

Limited background and criminal history checks will be performed by the State and DNR, and as such, signed statements from the owner/operator and key personnel granting permission to conduct said checks should also be included. By submitting a proposal, the proposer also gives permission for additional background checks, including but not limited to, financial and business entity checks, to be conducted.

If appropriate, the proposal should address training to be provided to employees. The proposal should describe any plans or policies to be implemented by the operator to provide for the participation of minorities in the concession operation.

c) Finance The proposal should describe the method by which the concession operation will be financed and the levels of capital to be devoted to the concession operation. The proposal must indicate the range of prices to be charged to the public for the offered goods and services. The operator’s commitment, if any, to the individual retail price levels should be stated.

The proposer shall indicate the source of funds needed to operate the concession. If the funds are from a commercial source, the proposer must include a letter of commitment from the financial institution.

The State may require the proposer to submit a financial statement upon request.

d) Efficiency The proposal should describe the operator’s innovative approach to improving the level of service to the public at the concession. Any prior experience in the implementation of service-oriented suggestions must be described. The proposal must also indicate the experience that the owner/operator and key personnel have in operating the type of concession described herein and length of service in this type of

11 | P a g e operation. The proposal must also list professional references, noting the name, address, phone number, and email address for each.

Visit https://www.in.gov/idoa/procurement/current-business-opportunities/, search by Natural Resources agency to view the Bid Event ID number, instructions, and applicable bid documents.

VI. Proposal Evaluation

Each proposal submitted in response to this announcement will be reviewed and evaluated by individuals designated by the Director, Department of Natural Resources.

The proposal evaluation will consider the following factors:

• Level of the service to the public

• Adequacy of resources to fulfill the operating plan (including management plans, personnel, financial resources, etc.)

• Consideration to be paid to the State

• Level of commitment to develop the facility

The DNR Director will, in exercise of their discretion, determine which proposal presents the opportunity to satisfy the best interests of the Department and the State. The Director’s decision, in exercise of their discretion, will be considered final. Following the selection of the intended concession operator, the precise contractual terms and conditions will be negotiated, which may reflect all items discussed in the proposal, in addition, but not limited to, all terms and conditions set forth by the Department and State.

The State of Indiana creates no obligation, expressed or implied, by the issuance of this announcement or by the receipt of any proposals requested herein. The award of any contract, resulting from this announcement, shall be at the sole discretion of the issuing agency. Neither this announcement nor any proposal submitted in response hereto are to be construed as legal offers.

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State of Indiana Professional Services Contracts will include the following contract language detailing supplier requirements and administrative conditions. Contract boilerplate is available for review at https://www.in.gov/idoa/procurement/contract-administration/contract-forms-manuals-and-templates/. The Contractor shall agree to all considerations, covenants, and terms and conditions set forth in executed Contract.

PROFESSIONAL SERVICES CONTRACT

Contract #%%CONTRACT_ID%%

This Contract ("Contract"), entered into by and between %%AGENCY_NAME%% (the "State") and %%VENDOR_NAME%% (the "Contractor"), is executed pursuant to the terms and conditions set forth herein. In consideration of those mutual undertakings and covenants, the parties agree as follows:

1. Duties of Contractor. The Contractor shall provide the following services relative to this Contract:

2. Consideration. The Contractor will be paid at the rate of _______ for performing the duties set forth above. Total remuneration under this Contract shall not exceed $%%CONTRACT_MAX_AMT%%.

3. Term. This Contract shall be effective for a period of _________. It shall commence on %%CONTRACT_START_DATE%% and shall remain in effect through %%CONTRACT_END_DATE%%.

4. Access to Records. The Contractor and its subcontractors, if any, shall maintain all books, documents, papers, accounting records, and other evidence pertaining to all costs incurred under this Contract. They shall make such materials available at their respective offices at all reasonable times during this Contract, and for three (3) years from the date of final payment under this Contract, for inspection by the State or its authorized designees. Copies shall be furnished at no cost to the State if requested.

5. Assignment; Successors.

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

B. The Contractor shall not assign or subcontract the whole or any part of this Contract without the State's prior written consent. Additionally, the Contractor shall provide prompt written notice to the State of any change in the Contractor's legal name or legal status so that the changes may be documented and payments to the successor entity may be made.

6. Assignment of Antitrust Claims. As part of the consideration for the award of this Contract, the Contractor assigns to the State all right, title and interest in and to any claims the Contractor now has, or may acquire, under state or federal antitrust laws relating to the products or services which are the subject of this Contract.

7. Audits. The Contractor acknowledges that it may be required to submit to an audit of funds paid through this Contract. Any such audit shall be conducted in accordance with IC § 5-11-1, et seq., and audit guidelines specified by the State.

The State considers the Contractor to be a "Contractor" under 2 C.F.R. 200.331 for purposes of this Contract.

However, if it is determined that the Contractor is a "subrecipient" and if required by applicable provisions of 2 https://www.in.gov/idoa/procurement/contract-administration/contract-forms-manuals-and-templates/ https://www.in.gov/idoa/procurement/contract-administration/contract-forms-manuals-and-templates/

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C.F.R. 200 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements), Contractor shall arrange for a financial and compliance audit, which complies with 2 C.F.R. 200.500 et seq.

8. Authority to Bind Contractor. The signatory for the Contractor represents that he/she has been duly authorized to execute this Contract on behalf of the Contractor and has obtained all necessary or applicable approvals to make this Contract fully binding upon the Contractor when his/her signature is affixed, and accepted by the State.

9. Changes in Work. The Contractor shall not commence any additional work or change the scope of the work until authorized in writing by the State. The Contractor shall make no claim for additional compensation in the absence of a prior written approval and amendment executed by all signatories hereto. This Contract may only be amended, supplemented or modified by a written document executed in the same manner as this Contract.

10. Compliance with Laws.

A. The Contractor shall comply with all applicable federal, state, and local laws, rules, regulations, and ordinances, and all provisions required thereby to be included herein are hereby incorporated by reference.

The enactment or modification of any applicable state or federal statute or the promulgation of rules or regulations thereunder after execution of this Contract shall be reviewed by the State and the Contractor to determine whether the provisions of this Contract require formal modification.

B. The Contractor and its agents shall abide by all ethical requirements that apply to persons who have a business relationship with the State as set forth in IC § 4-2-6, et seq., IC § 4-2-7, et seq. and the regulations promulgated thereunder. If the Contractor has knowledge, or would have acquired knowledge with reasonable inquiry, that a state officer, employee, or special state appointee, as those terms are defined in IC § 4-2-6-1, has a financial interest in the Contract, the Contractor shall ensure compliance with the disclosure requirements in IC § 4-2-6-10.5 prior to the execution of this Contract. If the Contractor is not familiar with these ethical requirements, the Contractor should refer any questions to the Indiana State Ethics Commission, or visit the Inspector General's website at http://www.in.gov/ig/. If the Contractor or its agents violate any applicable ethical standards, the State may, in its sole discretion, terminate this Contract immediately upon notice to the Contractor. In addition, the Contractor may be subject to penalties under IC §§ 4-2-6, 4-2-7, 35-44.1-1-4, and under any other applicable laws.

C. The Contractor certifies by entering into this Contract that neither it nor its principal(s) is presently in arrears in payment of taxes, permit fees or other statutory, regulatory or judicially required payments to the State of Indiana. The Contractor agrees that any payments currently due to the State of Indiana may be withheld from payments due to the Contractor. Additionally, further work or payments may be withheld, delayed, or denied and/or this Contract suspended until the Contractor is current in its payments and has submitted proof of such payment to the State.

D. The Contractor warrants that it has no current, pending or outstanding criminal, civil, or enforcement actions initiated by the State, and agrees that it will immediately notify the State of any such actions. During the term of such actions, the Contractor agrees that the State may delay, withhold, or deny work under any supplement, amendment, change order or other contractual device issued pursuant to this Contract.

E. If a valid dispute exists as to the Contractor's liability or guilt in any action initiated by the State or its agencies, and the State decides to delay, withhold, or deny work to the Contractor, the Contractor may request that it be allowed to continue, or receive work, without delay. The Contractor must submit, in writing, a request for review to the Indiana Department of Administration (IDOA) following the procedures for disputes outlined herein. A determination by IDOA shall be binding on the parties. Any payments that the State may delay, withhold, deny, or apply under this section shall not be subject to penalty or interest, except as permitted by IC § 5-17-5.

F. The Contractor warrants that the Contractor and its subcontractors, if any, shall obtain and maintain all required permits, licenses, registrations, and approvals, and shall comply with all health, safety, and environmental statutes, rules, or regulations in the performance of work activities for the State. Failure to do http://www.in.gov/ig/

14 | P a g e so may be deemed a material breach of this Contract and grounds for immediate termination and denial of further work with the State.

G. The Contractor affirms that, if it is an entity described in IC Title 23, it is properly registered and owes no outstanding reports to the Indiana Secretary of State.

H. As required by IC § 5-22-3-7:

(1) The Contractor and any principals of the Contractor certify that:

(A) the Contractor, except for de minimis and nonsystematic violations, has not violated the terms of:

(i) IC §24-4.7 [Telephone Solicitation Of Consumers];

(ii) IC §24-5-12 [Telephone Solicitations]; or

(iii) IC §24-5-14 [Regulation of Automatic Dialing Machines];

in the previous three hundred sixty-five (365) days, even if IC § 24-4.7 is preempted by federal law; and

(B) the Contractor will not violate the terms of IC § 24-4.7 for the duration of the Contract, even if IC §24-4.7 is preempted by federal law.

(2) The Contractor and any principals of the Contractor certify that an affiliate or principal of the

Contractor and any agent acting on behalf of the Contractor or on behalf of an affiliate or principal of the Contractor, except for de minimis and nonsystematic violations,

(A) has not violated the terms of IC § 24-4.7 in the previous three hundred sixty-five (365) days, even if IC §24-4.7 is preempted by federal law; and

(B) will not violate the terms of IC § 24-4.7 for the duration of the Contract, even if IC §24-4.7 is preempted by federal law.

11. Condition of Payment. All services provided by the Contractor under this Contract must be performed to the State's reasonable satisfaction, as determined at the discretion of the undersigned State representative and in accordance with all applicable federal, state, local laws, ordinances, rules and regulations. The State shall not be required to pay for work found to be unsatisfactory, inconsistent with this Contract or performed in violation of any federal, state or local statute, ordinance, rule or regulation.

12. Confidentiality of State Information. The Contractor understands and agrees that data, materials, and information disclosed to the Contractor may contain confidential and protected information. The Contractor covenants that data, material, and information gathered, based upon or disclosed to the Contractor for the purpose of this Contract will not be disclosed to or discussed with third parties without the prior written consent of the State.

The parties acknowledge that the services to be performed by Contractor for the State under this Contract may require or allow access to data, materials, and information containing Social Security numbers maintained by the State in its computer system or other records. In addition to the covenant made above in this section and pursuant to 10 IAC 5-3-1(4), the Contractor and the State agree to comply with the provisions of IC § 4-1-10 and IC § 4-1-11. If any Social Security number(s) is/are disclosed by Contractor, Contractor agrees to pay the cost of the notice of disclosure of a breach of the security of the system in addition to any other claims and expenses for which it is liable under the terms of this contract.

13. Continuity of Services.

A. The Contractor recognizes that the service(s) to be performed under this Contract are vital to the State and must be continued without interruption and that, upon Contract expiration, a successor, either the State or another contractor, may continue them. The Contractor agrees to:

1. Furnish phase-in training; and

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2. Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

B. The Contractor shall, upon the State's written notice:

1. Furnish phase-in, phase-out services for up to sixty (60) days after this Contract expires; and

2. Negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the State's approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this Contract are maintained at the required level of proficiency.

C. The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this Contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.

D. The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations).

14. Debarment and Suspension.

A. The Contractor certifies by entering into this Contract 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 Contract by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term "principal" for purposes of this Contract 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 Contractor.

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

15. Default by State. If the State, sixty (60) days after receipt of written notice, fails to correct or cure any material breach of this Contract, the Contractor may cancel and terminate this Contract and institute measures to collect monies due up to and including the date of termination.

16. Disputes.

A. Should any disputes arise with respect to this Contract, the Contractor and the State agree to act immediately to resolve such disputes. Time is of the essence in the resolution of disputes.

B. The Contractor agrees that, the existence of a dispute notwithstanding, it will continue without delay to carry out all of its responsibilities under this Contract that are not affected by the dispute. Should the Contractor fail to continue to perform its responsibilities regarding all non-disputed work, without delay, any additional costs incurred by the State or the Contractor as a result of such failure to proceed shall be borne by the Contractor, and the Contractor shall make no claim against the State for such costs.

C. If the parties are unable to resolve a contract dispute between them after good faith attempts to do so, a dissatisfied party shall submit the dispute to the Commissioner of the Indiana Department of Administration for resolution. The dissatisfied party shall give written notice to the Commissioner and the other party. The notice shall include: (1) a description of the disputed issues, (2) the efforts made to resolve the dispute, and (3) a proposed resolution. The Commissioner shall promptly issue a Notice setting out documents and materials to be submitted to the Commissioner in order to resolve the dispute; the Notice may also afford the parties the

16 | P a g e opportunity to make presentations and enter into further negotiations. Within thirty (30) business days of the conclusion of the final presentations, the Commissioner shall issue a written decision and furnish it to both parties. The Commissioner's decision shall be the final and conclusive administrative decision unless either party serves on the Commissioner and the other party, within ten (10) business days after receipt of the Commissioner's decision, a written request for reconsideration and modification of the written decision. If the Commissioner does not modify the written decision within thirty (30) business days, either party may take such other action helpful to resolving the dispute, including submitting the dispute to an Indiana court of competent jurisdiction. If the parties accept the Commissioner's decision, it may be memorialized as a written Amendment to this Contract if appropriate.

D. The State may withhold payments on disputed items pending resolution of the dispute. The unintentional nonpayment by the State to the Contractor of one or more invoices not in dispute in accordance with the terms of this Contract will not be cause for the Contractor to terminate this Contract, and the Contractor may bring suit to collect these amounts without following the disputes procedure contained herein.

E. With the written approval of the Commissioner of the Indiana Department of Administration, the parties may agree to forego the process described in subdivision C. relating to submission of the dispute to the Commissioner.

F. This paragraph shall not be construed to abrogate provisions of IC § 4-6-2-11 in situations where dispute resolution efforts lead to a compromise of claims in favor of the State as described in that statute. In particular, releases or settlement agreements involving releases of legal claims or potential legal claims of the state should be processed consistent with IC § 4-6-2-11, which requires approval of the Governor and Attorney General.

17. Drug-Free Workplace Certification. As required by Executive Order No. 90-5 dated April 12, 1990, issued by the Governor of Indiana, the Contractor hereby covenants and agrees to make a good faith effort to provide and maintain a drug-free workplace. The Contractor will give written notice to the State within ten (10) days after receiving actual notice that the Contractor, or an employee of the Contractor in the State of Indiana, has been convicted of a criminal drug violation occurring in the workplace. False certification or violation of this certification may result in sanctions including, but not limited to, suspension of contract payments, termination of this Contract and/or debarment of contracting opportunities with the State for up to three (3) years.

In addition to the provisions of the above paragraph, if the total amount set forth in this Contract is in excess of $25,000.00, the Contractor certifies and agrees that it will provide a drug-free workplace by:

A. Publishing and providing to all of its employees a statement notifying them that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the Contractor's workplace, and specifying the actions that will be taken against employees for violations of such prohibition;

B. Establishing a drug-free awareness program to inform its employees of: (1) the dangers of drug abuse in the workplace; (2) the Contractor's policy of maintaining a drug-free workplace; (3) any available drug counseling, rehabilitation and employee assistance programs; and (4) the penalties that may be imposed upon an employee for drug abuse violations occurring in the workplace;

C. Notifying all employees in the statement required by subparagraph (A) above that as a condition of continued employment, the employee will: (1) abide by the terms of the statement; and (2) notify the Contractor of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction;

D. Notifying the State in writing within ten (10) days after receiving notice from an employee under subdivision (C)(2) above, or otherwise receiving actual notice of such conviction;

E. Within thirty (30) days after receiving notice under subdivision (C)(2) above of a conviction, imposing the following sanctions or remedial measures on any employee who is convicted of drug abuse violations occurring in the workplace: (1) taking appropriate personnel action against the employee, up to and including termination; or (2)

17 | P a g e requiring such employee to satisfactorily participate in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency; and

F. Making a good faith effort to maintain a drug-free workplace through the implementation of subparagraphs (A) through (E) above.

18. Employment Eligibility Verification. 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 his/her/its newly hired employees 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 his/her/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 State 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 State.

19. Employment Option. If the State determines that it would be in the State's best interest to hire an employee of the Contractor, the Contractor will release the selected employee from any non-competition agreements that may be in effect. This release will be at no cost to the State or the employee.

20. Force Majeure. In the event that either party is unable to perform any of its obligations under this Contract or to enjoy any of its benefits because of natural disaster or decrees of governmental bodies not the fault of the affected party (hereinafter referred to as a "Force Majeure Event"), the party who has been so affected shall immediately or as soon as is reasonably possible under the circumstances give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Contract shall be immediately suspended. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been so affected may, by giving written notice, terminate this Contract.

21. Funding Cancellation. As required by Financial Management Circular 3.3 and IC § 5-22-17-5, when the Director of the State Budget Agency makes a written determination that funds are not appropriated or otherwise available to support continuation of performance of this Contract, this Contract shall be canceled. A determination by the Director of State Budget Agency that funds are not appropriated or otherwise available to support continuation of performance shall be final and conclusive.

22. Governing Law. This Contract shall be governed, construed, and enforced in accordance with the laws of the State of Indiana, without regard to its conflict of laws rules. Suit, if any, must be brought in the State of Indiana.

23. HIPAA Compliance. If this Contract involves services, activities or products subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Contractor covenants that it will appropriately safeguard Protected Health Information (defined in 45 CFR 160.103), and agrees that it is subject to, and shall comply with, the provisions of 45 CFR 164 Subpart E regarding use and disclosure of Protected Health Information.

24. Indemnification. The Contractor agrees to indemnify, defend, and hold harmless the State, its agents, officials, and employees from all third-party claims and suits including court costs, attorney's fees, and other

18 | P a g e expenses caused by any act or omission of the Contractor and/or its subcontractors, if any, in the performance of this Contract. The State will not provide indemnification to the Contractor.

25. Independent Contractor; Workers' Compensation Insurance. The Contractor is performing as an independent entity under this Contract. No part of this Contract shall be construed to represent the creation of an employment, agency, partnership or joint venture agreement between the parties. Neither party will assume liability for any injury (including death) to any persons, or damage to any property, arising out of the acts or omissions of the agents, employees or subcontractors of the other party. The Contractor shall provide all necessary unemployment and workers' compensation insurance for the Contractor's employees, and Contractor shall provide the State with a Certificate of Insurance evidencing such coverage prior to starting work under this Contract.

26. Indiana Veteran Owned Small Business Enterprise Compliance. Award of this Contract was based, in part, on the Indiana Veteran Owned Small Business Enterprise ("IVOSB") participation plan, as detailed in the IVOSB Subcontractor Commitment Form, commonly referred to as "Attachment A-1" in the procurement documentation and incorporated by reference herein. Therefore, any changes to this information during the Contract term must be approved by IDOA's Division of Supplier Diversity and may require an amendment. It is the State's expectation that the Contractor will meet the subcontractor commitments during the Contract term.

The following certified IVOSB subcontractor(s) will be participating in this Contract:

IVOSB PHONE COMPANY NAME and

Contact's email SCOPE OF PRODUCTS and/or

SERVICES

UTILIZATION DATES PERCENT

A copy of each subcontractor agreement must be submitted to the Division of Supplier Diversity within thirty

(30) days of the effective date of this Contract. The subcontractor agreements may be uploaded into Pay Audit (Indiana's subcontractor payment auditing system), emailed to IndianaVeteransPreference@idoa.IN.gov, or mailed to IDOA, 402 W. Washington Street, Room W-462, Indianapolis, IN 46204. Failure to provide a copy of any subcontractor agreement may be deemed a violation of the rules governing IVOSB procurement and may result in sanctions allowable under 25 IAC 9-5-2. Requests for changes must be submitted to IndianaVeteransPreference@idoa.IN.gov for review and approval before changing the participation plan submitted in connection with this Contract.

The Contractor shall report payments made to certified IVOSB subcontractors under this Contract on a monthly basis using Pay Audit. The Contractor shall notify subcontractors that they must confirm payments received from the Contractor in Pay Audit. The Pay Audit system can be accessed on the IDOA webpage at:

www.in.gov/idoa/mwbe/payaudit.htm. The Contractor may also be required to report IVOSB certified subcontractor payments directly to the Division of Supplier Diversity, as reasonably requested and in the format required by the Division of Supplier Diversity.

The Contractor's failure to comply with the provisions in this clause may be considered a material breach of the Contract.

27. Information Technology Enterprise Architecture Requirements. If this Contract involves information technology-related products or services, the Contractor agrees that all such products or services are compatible with any of the technology standards found at https://www.in.gov/iot/policies-procedures-and-standards/ that are applicable, including the assistive technology standard. The State may terminate this Contract for default if the terms of this paragraph are breached.

28. Insurance.

A. The Contractor and its subcontractors (if any) shall secure and keep in force during the term of this Contract the following insurance coverages (if applicable) covering the Contractor for any and all claims of any nature which may in any manner arise out of or result from Contractor's performance under this Contract:

mailto:IndianaVeteransPreference@idoa.IN.gov mailto:Indianaveteranspreference@idoa.IN.gov http://www.in.gov/idoa/mwbe/payaudit.htm https://www.in.gov/iot/policies-procedures-and-standards/ https://www.in.gov/iot/policies-procedures-and-standards/

19 | P a g e

1. Commercial liability, including contractual coverage, and products or completed operations coverage (if applicable), with minimum liability limits not less than $700,000 per person and $5,000,000 per occurrence unless additional coverage is required by the State. The State is to be named as an additional insured on a primary, non-contributory basis for any liability arising directly or indirectly under or in connection with this Contract.

2. Automobile liability for owned, non-owned and hired autos…