Services_Contract_Template_4-13-26.docx

CONTRACT FOR SERVICES

This Contract, entered into by and between Hamilton County, its departments, divisions, agencies, offices, commissions, officers, employees, and agents (hereinafter collectively “Hamilton County”) and [Insert Name of Contractor] (the “Contractor”), is executed pursuant to the terms and conditions set forth herein.

1. Duties of Contractor. The Contractor shall provide the services and/or deliverables relative to this Contract as set forth in Exhibit A, attached hereto and incorporated fully herein by reference.

2. Consideration. The Contractor will be paid at the rate of [Insert per hour, per deliverable, per day, fixed, variable, etc.] for performing the duties set forth in this Contract. Total remuneration under this Contract shall not exceed $[Insert not-to-exceed amount].

3. Contract Term. This Contract shall be effective for a period of [Insert duration]. It shall commence on [Insert effective date] and shall remain in effect through [Insert end date].

4. ADA Compliance. Contractor shall comply with the Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.), all applicable federal and state accessibility laws, and the Hamilton County ADA Transition Plan adopted by Resolution No. 02-09-2026-1, as it may be amended from time to time. Breach of this covenant constitutes a material breach of this Contract and may be grounds for immediate termination and denial of further work with Hamilton County.

5. Access to Public Records. This Contract along with any and all documents related hereto may be subject to a public records request. Hamilton County will comply with the Indiana Access to Public Records Act (Ind. Code § 5-14-3) and any other applicable public records laws.

6. Assignment. This Contract and all rights and obligations hereunder shall not be assigned by the Contractor without the written consent of Hamilton County.

7. Authority to Bind Contractor. The Contractor represents and warrants that the undersigned has the authority to act on behalf of the Contractor and to bind the Contractor to the terms and conditions of this Contract.

8. Compliance with Laws.

A. Contractor agrees to comply with all applicable federal, state, and local laws, rules, regulations, and ordinances, and all provisions required thereby.

B. Contractor warrants that it and its subcontractors, if any, shall obtain and maintain all required permits, licenses, registrations, and approvals, and comply with all health, safety, and environmental statutes, rules, and regulations when performing work for Hamilton County. Breach of this covenant constitutes a material breach of this Contract and may be grounds for immediate termination and denial of further work with Hamilton County.

9. E-Verify. (Note: this clause may be removed entirely, if the contract is solely for the purchase of goods/supplies/equipment) A. The “E-Verify program” means the electronic verification of work authorization program of the Illegal Immigration Reform and Immigration Responsibility Act of 1996 (P.L. 104-208), Division C, Title IV, s. 403(a), as amended, operated by the United States Department of Homeland Security or a successor work authorization program designated by the United States Department of Homeland Security or other federal agency authorized to verify the work authorization status of newly hired employees under the Immigration Reform and Control Act of 1986 (P.L. 99-603).

B. “Unauthorized alien” has the meaning set forth in 8 U.S.C. 1324a(h)(3).

C. Contractor shall enroll in and verify the work eligibility status of all newly hired employees through the E-Verify program, unless the E-Verify program no longer exists. Additionally, Contractor is not required to participate if Contractor is self-employed and does not employ any employees.

D. Not later than the date of execution of the Contract, Contractor shall sign an affidavit affirming that Contractor does not knowingly employ an unauthorized alien and return said affidavit to Hamilton County. The affidavit is hereby fully incorporated by reference.

E. Contractor may not knowingly employ or contract with an unauthorized alien or retain an employee or contract with a person that Contractor subsequently learns is an unauthorized alien.

F. As required by Indiana Code 22-5-1.7, Contractor shall require that subcontractors, if any, certify to Contractor that they, at the time of certification, do not knowingly employ or contract with an unauthorized alien and have enrolled and are participating in the E-Verify program. Contractor shall maintain on file such certifications throughout the duration of any contract with any subcontractor.

10. Force Majeure. Neither Hamilton County nor Contractor shall be responsible for any delay or failure in performance resulting from any cause beyond its reasonable control.

11. Funding Cancellation. Hamilton County is a governmental entity whose funds are subject to appropriation by its fiscal body. Accordingly, under Ind. Code § 5-22-17-5, if at any time during this Contract the fiscal body should fail to appropriate sufficient funds to continue this Contract, it will become null and void, and the County has no further obligation to perform.

12. Governing Laws and Venue. This Contract shall be interpreted and enforced in accordance with the laws of the State of Indiana (the “State”) without regard to its conflict of laws principles. Any dispute arising under this Contract that is not settled between the Parties shall take place in any court of competent jurisdiction in Hamilton County, Indiana or when applicable, the U.S. District Court for the Southern District of Indiana. Each Party shall bear its respective legal costs. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF THIS CONTRACT.

13. Indemnification. Contractor shall indemnify, defend, and hold harmless Hamilton County from any and all third-party claims and suits including reasonable attorney’s fees and court costs, to the extent caused by the negligent acts, omissions, or breach of the Contractor, its employees, agents, or subcontractors in the performance of this Contract.

14. Insurance.

A. Contractor, and its subcontractors, if any, shall, at its sole expense, procure and maintain insurance coverage in accordance with Hamilton County Ordinance No. 12-08-2025-A adopting the Insurance Requirements Policy – Vendors, Contractors, and Events (Policy #2.2). A chart of the required insurance coverages is available at: https://hamiltoncounty.in.gov/1645/Certificates-Of-Insurance.

B. Contractor shall provide Hamilton County with valid Certificates of Insurance evidencing all required coverages before commencing work and upon renewal of any required policy. Breach of this covenant constitutes a material breach of this Contract and may be grounds for immediate termination and denial of further work with Hamilton County.

15. Nondiscrimination. Pursuant to IC 22-9-1-10,the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans with Disabilities Act, Contractor and its agents, if any, shall not discriminate against any employee or applicant for employment, to be employed in the performance of this Contract, with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, color, religion, sex, age, disability, national origin, ancestry, status as a veteran, or any other characteristic protected by federal, state, or local law. Contractor, and its subcontractor(s), if any, shall comply with all applicable affirmative action reporting requirements. Breach of this covenant may be regarded as a material breach of this Contract.

16. Notice to Parties. Whenever any notice, statement or other communication is required under this Contract, it will be sent by E-mail or first-class U.S. mail service to the following addresses, unless otherwise specifically advised.

A. Notices to Hamilton County shall be sent to:

[Name, Title] [Address] [Address] [E-mail Address] B. Notices to the Contractor shall be sent to:

[Name, Title] [Contractor Name] [Address] [Address] [E-mail Address]

17. Payment. Invoices shall be sent to Hamilton County at the address specified in Section 16, (entitled “Notice to Parties”). Hamilton County will transmit payment to the Contractor within thirty-five (35) days from acceptance of a proper invoice.

18. Renewal. Under no circumstances shall this Contract be renewed automatically beyond the provided end date included in this Contract. Any continuation of this Contract or, a new Contract must be approved by the Board of Commissioners.

19. Severability. If any part of this Contract is found to be illegal or unenforceable, that part shall be severed from the contract and the rest of this Contract shall be enforceable as written.

20. Taxes. Prices listed on an invoice submitted by Contractor for payment shall not include any tax for which Hamilton County is exempt. Hamilton County will furnish a tax-exempt certificate (ST-105), if requested by Contractor. Hamilton County will not be responsible for any taxes levied on Contractor as a result of this Contract.

21. Termination for Cause. Hamilton County may terminate this Contract, in whole or in part, for cause upon thirty (30) days’ written notice if the Contractor fails to correct or cure any breach of this Contractor or perform any of the other provisions of this Contract.

22. Termination for Convenience. Hamilton County may terminate this Contract for convenience, in whole or in part, at any time by written notice to the Contractor of such termination, and specifying the effective date thereof.

23. Use of Trademarks. Contractor shall have no right to use intellectual property of Hamilton County – including trademarks, service marks, or copyrights – without the prior written approval of Hamilton County. Contractor acquires no rights to Hamilton County intellectual property. All usage shall inure to the benefit of Hamilton County.

24. Warranties. Contractor agrees to comply with the highest warranties, representations, or options expressed by Contractor orally or in any written advertisement, correspondence, or other document. To the extent that any goods or equipment provided under this Contract are covered by a manufacturer’s warranty, the Contractor shall take all actions reasonably necessary to ensure that Hamilton County obtains the full benefit of the manufacturer’s warranty for the duration of the warranty period.

25. Independent Contractor. The Contractor and its employees, agents, representatives, and subcontractors, if any, are independent contractors of Hamilton County and the relationship between the Parties shall be limited to performance of this Contract in accordance with its terms and conditions. Nothing in this Contract shall be deemed to constitute either Party a partner, agent, or legal representative of the other Party.

26. Incorporation of Proposal. (Note: this clause may be removed entirely, if the contract was not procured by RFP/RFQ) The Contractor’s [Technical/Cost] Proposal dated [insert date] is hereby incorporated into this Contract by reference. Any inconsistency or ambiguity between the Contractor’s Proposal and this Contract shall be resolved by giving precedence to this Contract.

27. Entire Agreement. This Contract constitutes the entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all agreements, understandings, or representations, oral or written, not specified within this Contract.

In Witness Whereof, the Contractor and Hamilton County have, through their duly authorized representatives, entered into this Contract. The parties, having read and understood the foregoing terms of this Contract, do by their respective signatures dated below agree to the terms thereof.

BOARD OF COMMISSIONERS

OF HAMILTON COUNTY

Dated:_____________ ________________________________ Christine Altman

Steven C. Dillinger

Mark Heirbrandt

ATTEST:

Todd Clevenger, Auditor

[CONTRACTOR NAME]

Signature:___________________________

Name/Title:__________________________

Date:_______________________________