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Home My WebLink AboutMCJA/Carmel/Metro Drug Task Force ,4 :;0 / I SERVICE, SAND'GRANT,FUN~INGAGREEMEN,T , , J, APPROVED AS TO FORM BY 139- Th{sservices agreement'(hereinafteneferredJo,as"'AgreemenF'}; entered\nto by and between the Marion County Justice,Agency (hereinafter rcferred)b as "MCJA") and:theC~nneIPolice:m:pill'tnlellt,,3 Civic, Sqllare. Carmel, Indiana 460)2, iJy and thr!;!lfgh tbe City of CanneJ"B'o.ilrd of Public Works and Safety (hereinafter collectively referred, to as "Contractor"). is' exec~ted pursuant to the leTIns and conditions, set forth herein, In consideration of those mutual undertakingsalid covenants, the parties agree as follows: SECTION I. INTERPRETATION.,A1\rn,INTENT 1.01 The "Agreement""as referred to ,herein, shalLme,an tliis Agreem~nt execu,ted,by ,MCJA and Contractor, and/shall include these Tenns and Conditions, 'any Attaclunentsdescribed.herein and attaclied,hereto,and,any wCitterisuppleITI<;rita!agreemen!,or 'lllOdification entered into between Me} A and'Contract9r, in writi,ig, after 'the ,date of t1Ds.Agreemenl. 1.02 This Agreement constitutes the 'ent;!'e agreement 'between the pafties aildsupersed"s all prior agreements';, yrritten :.0,[ verb,a!, -~e~~t:;en-MCJA rind .COl~tractor. NO' statemerit~, prom.ise~ or agreements whatsoever, in writing,'or verb?l, in eonffie!. with th~ tennsof th~ Agreement. have beenmade.6y MCJA or Contraclm which in any way modify, vary, alter, enlargeoriilValidate any of the p'roy;s;ons ,ahd obligations' hcfeinstated. This Agre'erriel]tmay'be anienaed and modifledpnlY,in writing,signedby bothll1CJA and Contractor. 1.03 In resolving c'oriflicts; errors, discrepancies :arid disputes concerning the scope dlthe ,,'ork or ,services to bq'erfon'nedby CO)1tiae'for or other rights or,obligations 'Of MCJA or Contractor the document or provisionihereof expressing the greater q\laniity, quality or'scope of service or imposing the :greater obligation uponCon\raclor and affording:,the greater' right or remedy to MCJi\, shiill govern ' , 1,04 Any'interpretation app'lied,lo this Agreement, by tile panies llereto, by an arbitrator, court of law, or by,anyotner third'party, shall not'be made against MCJA scile1ybyvirtue dfMCJA or MCJA's representatives having dt.~hect all or anyportioll oj'this Agreement. 1.05 This Agreement.shalj.incliJde, and incorporate by'reference,any'provision. covena'nt orcondition required or providedli)llay.. or by:regiilation of any st;'lte or'federal, regulatory 'or funding agency. 1.06 'This Agreement shalJ'beconstrued under and govemed'hy tile, laws oftheStateot'Indiana, SECTION II: QUHES OF CONTRACTOR 2,01 Contractor shall. provi'M one (I) law enforcement officer for partiCipation in .the multi- jurisdictional Metro Drug;Task F6rce operating il\ Centra! Inaiima JO fight against illegal drug trafficking. SECTION IlL TERM' 3,01 TlUs Agfee!1lent shall co'mrhenc!, Qn execution,by the parties, ~lid, is, in~ended by' tlie parties to cover services provided by Contractor on, or a'fler April ,\,2007; tb", Ab'fe",rnent shall continue unlil December3l, 2DD7,unlessearlier tenninatedin accordaneewith,thisagreement. ~ SECTION IV. COMPENSATION 4.01 MCJA will compensate Contractor through the Edward Byme Memorial Justice Assistance Grant Pro!,'I1lm (2006-DJ-BX-0051 CFDA No. 16.783) funded by the Department of Justice (hereinafter "Federal Grant") and through Marion County's Law Enforcement Fund. 4.02 Upon completion of the duties set forth in Section n, Contractor shall be compensated in an amount not to exceed Thirty-Thousand Dollars ($30;000.00) in Federal Grant funds and Eleven- Thousand, Five-Hundred, and Seven Dollars ($11,507.00) from.the Law Enforcement Fund. 4.03 Contractor shall maintain proper accounting records for the scope of all services of this Agreement and provide an accounting for all charges and expenditures as may be necessary for audit purposes. All such records shall be subject to inspection and examination by MCJA's representatives at reasonable business hours. 4.04 Contractor shall submit a properly itemized invoice to MCJA for services performed under this Agreement and shall cooperate with and pro\~de any other necessary infonnation to MCJA. 4.05 MC.lA shall pay Contractor within thirty" (30) days ancr receipt of such properly itemized invoice. SECTION V. GENERAL PROVISIONS 5.0 I Indeoendent Contractor. The parties agree that Contractor is an independent contractor as that term is commonly used and is not an employee of the Consolidated City of Indianapolis and of Marion County. As such, Contractor is solely responsible for all taxes and none shall be withheld from the sums paid to Contractor. Contractor acknowledges that it is not insured in any manner by MC.lA for any loss of any kind whatsoever. The Contractor has no authority, express or implied, to bind or obligate MCJA in any way. 5.02 Subcontractinl):. The parties agree that Contractor shall not subcontract, assign or delegate any portion of this Agreement or the services to be perfomled hereunder without prior written approval of MCJA. In the event that MCJA approves of any such subcontracting, assignment or delegation, Contractor shall remain solely responsible for managing, directing and paying the person or persons to whom such responsibilities or obligations are sublet, assigned or delegated. MCJA shall have no obligation whatsoever toward such persons. Contractor shall take sole responsibility for the quality and quantity of any services rendered by such persons. Any consent given in accordance with this provision shall not be construed to relieve Contractor of any responsibility for performing under this Agreement. 5.03 Necessary Documentation. Contractor certifies that it will furnish MCJA, if requested, any and all documentation, certification, authorization, license, pennit, or registration required by the laws or rules and regulations of the City of Indianapolis, the County of Marion, other units of local govemment. the State of Indiana, and the United States. Contractor further certifies that it is now in and will maintain its good standing with such governmental agencies and that it is now and will maintain its license, permit, registration, authorization, or certification, as applicable, in force during the tenn of this Agreement. Failure of the Contractor to comply with this para!,'faph shall constitute a material breach of this Agreement. 2 5.04 Confidentialitvof.lnfoimation. 5.0.4] Contractor und~rstands that theinfonnation'prmiided ,to it Of'obtained . from MCJA during the perfonnance.of its services'is'confidential and.n:\~y not,. withotIt'prior written consent of MCJA, be disclosed to a person not in MCJ A' s el1lploYexcepl.to..elnploye~s or agents of Contraqtor. who have a need 10. know:in order io provide the services. Further, COlltractor's Work Product generated during ihe performance' of this Agrccmenlis confi~eritial to MCJA, The failure to comply in all material respectS. with,; this section shall be considered a material bf~~ch of this Agreement. The obligations of this secti,on ~laILsurvive the;tenninatlon ofthi, Agreement and shall be:applieableto ihefullextentpennissible'under:statutes'goveming access to'p\lblicrecords. Contidential information shall not include informati{,h, that.(a) was kiI".wnoy Contractor at the time it was rec"eived; (b) is, ,as of, the time' of it's disclosure or thereafter becomes, part of the _,n ,. "~., -, ~ " . . pubhc'domain.through a source:otherthan Contractor;, (c) is'lnade knowri to Contractor by a third person' who does'.not impose 'any obligation of confide rice oil Contractor with respect to such infonnation; '(d.) is, required .to be disClosed" pursuant.lp governmental, authQrify, law, regulation, duly allt)lOrizepsllbpoena or. court ordel: \Vherellpon, COlltraelar shall provide notice to MCJA priono'such:disclosure;.,or (e)' ihformatlon,that is independently developcd by C6ntract6rwithout references 10' the confidemialinfonnatioflo ' 5.04.2 Contractorsball.not,under, any circumstatlce~, release'infonnation,provided to iLby, or oil' behalf of, MCJA .that is required to be kept confid~ntial by MEJA 'pursua"rit to lndiaha,''ia~ except 'as conten\plated by this'section, "cHmse (d), 5.05 Records: Audit. Contractor shall mtiintain,books" records, di}Cuments,and' olherevidence directly perlinent (0 perfonnance:bfse'rvice~j"under this Agi'ech,,:~ill. Contrilctonhall make such materials avaitableat its orficesatall reasoQable tjmes during,the-Agreement perwoand.f(]r, three (3) years from the. date of. final payment under tb'is,Agreement tor'lnspection by MCJA or any other authorized representative of'the CitY (if 'lndlanapolis.. Marion County, lridiima. If contractor receives $500,000 or inore in federal funds, co'ntrac1or shall have an,annual single audit, ion , - -',' . r- -- . -.", --.-. " -_." >. ".. 'p' "'. '" "-' accordam.:e with OMB Circular A'J33. Acopy. of the SIngle audit;:shall be 'furnished at no cost to MeJA, as well as, the action planTb" any docunfentedfindings,.ifappropriate. If-contractor does not receive $500,000 in.fedefal.awardsi.th,e.su.brecipient is rcq~ireirto certify.in..yriting, that the orgmiization is exempl"from,an.audiL 5.06 Ownership ofDocum'ents'and Materials, 5.06: I All documents, records, programs, data, film,;tape; articles, memos, and other materials developed under this Agreement shalll5e'considered'''workfor hire" and thc:eontractor ti-a1isfers any ownership claim to'MCJAand :,,11 such' ln~tters ..yill be tile properly of MCJA. Use "rthes;, materials, other Ihan related ,to contract performance by the Contractor, -without ,the prior wrinenconsent of. MCJA, ._< . .. ,- . -.'- ,- - - -- .~. .~ is prohibited. During the perfonnance: of :the services'. specified .herein, the. Contractor shall be responsible'for any 'loss of damage to these materials' developed lor Or sup'j'ilied by MCJA and used to develop or assist in the services proyided herein while:the materials:are in the:possession olthe Cont;ador. Any loss or damage' thereto shall be restored, at ',the Contractor's expense. Full, immediate, and unrestricted access '[0 tne work' product of the, Contractor dUrilig tllecterm of this Agreemerit shall be ~";ailable to MeJA, NotwithstaniJing the foregoing; Contractor shall be entitled to retain a,set ot.i!s work papersin'accorgance with Contractor standards, 5.06.2 Notwithstanding anything tothe c"ontrarycontained it this Ngreemellt, it is understood and allTeed tba.l. Contr~.c!or sball retain all of it,S righlsin iJs pr9prietary infonu?tion inclu,ding; wit,no,ut limitation, its methodologies and metho,ds of analysis; 'ideas: concepts, .expressions, know how, oJ methods, techniques,skills"knowledge and experiencc possessed. by-Contractor prior to, or acquired by 'Contractor during, the peHomlance'of this Agreement and tlie'.same shaJI [\ot be. deemed to be Work,Product or Work ForJ-lire and Contract(]r si}all not bc restricted ;n anyway with respect. thereto. 5'.07 Tcrmimition for Cause.or Convenience. 5.07.1 IfContmclor becomes insolvent,or"ifil.refuses odriils'to perfonn the work and, services provided by this Agree,ment, or. if. it .refUses tope,rfonri disp\j!ed work or services a~ directed pending resolution of' such <!i~pute, or.if it faiJs to. mah payments to subcontractors' or consultants employed by it, or if it otherWise'"violates.,or fails topeiform any-term, covenanHor provision of this Ag~eeme'nt, then MGJA may, \vitnou1.prej;.!dice to anyothe'r right;onelnedy, teiminatethis Agreemenl.in"whole or in part: in writing. 5.07:2 This Agreemelit may be ten-ninated in wli61eor in part by either panY upon thirty (30) days advance written 110tice}o the qther-pahy. Pitynic,nt f6f{seriices to mIte of,temiination shall be made on a pro-rata basis; Contractor agrees to:refund,any overpayment 5:07.3 Upon reccipt of a termimiticni action for deliiult ,or for MCJA's. convenience, I?ontnictor .shall (I) promptly discontinue:alls,rvrces ~tre!'ted,. ur;les.s,thet~rmination no}icedlr~ts'qtherwlse; and (2) deliver or otherwise make available'to MC-JA all data, drawings, specifications,. reports, estimates, 'summaries, and such other infofhlalion, materials or documents' as, may have ,been acc,um\.il.ated by Contractor'in. performing this. Agreement, whether ,completed {jrin .process. 5.08 Termination for . Faiiure 'of Funding.. NOl\vilhstandihg an'yothec'provision of'this Agreement, if funds for the continnedfulfillment of this,Agreementhy MCJA arearany lill1e insufficient or'nol forthcoming through. faiillre ol:.any entity t~' appropriate-t';nds'or otherWise, .then MCJA shall have the.right totenninatelhis Agreement witliollt'penaltyby,gi;iing'written noticeOocllmenting the .lack of funding; in . which instance unless otllcnvisc a'greed to'by the partie!;; this Agreement shall terminate and b~come n\ll] al)d \'oid an the last day of the fiscal period for, which appropriatians were'received. 5:09 Indemnificatian. Contra~ior"agree:, ta indemnify; defend, an,:!' h?ld'hann]css tvlCJA" the City. of' Indianapolis/!.;[arian County, and its.offisers, agents, offi;:ials and emplayee~ for any al)a alllhird party claims, actions, causes of action, judgments and liens to the extent they arise, out of any negligent .or wrOngful aj.'H:\r omission ,by Con[faClofor any of.its officers.,agents. eniployeesor subconlractors,:rcgac<lless of whethC[..or'Dotit is caused 'inpart',byjhe negligence ot: a party indemnificd hercunder. SUch. indemnity shall.include attorney's fees and',a'llcosts.. and other expensesansiog therefrom or incurred.in c'onneetion thcrcwiih',and,shall not be limited by reason of the cnum~ration' of. ariy ii1s~rance coyerag~ required herein, MCJAshal1 not .provide such indemnification to th.e c:':ontractor"provioed, however, thatlhe 'Contractor shall. be reliev",d of its indemnification obligation to'the extcnt any.injur.(; damage" death or: loss is attributable to.the acts oromjss,ioh ".f'MCJA. 5.10 Notice. Any notice, invoice, order or other correspondence'requirea to bC'-sent under tltis Agreemerllshallheseril to:, [aeonfrae/or: Call11~1 Po]iceDepartment Altn: Michlle] D. FogartY, (i;hief 3 Civic Square '10 MCJA: - , Marion Coun(~ Justice Agency Attn: Jerry MeCory, Director 200_ E. Wa~liington$l,,; # 1921' 4 " 5,10, 5.11 5.12 5,13 5.14 5.15 Carmel, Indiana 46032 Indianapolis, Indiana ,46204 Disputes, Contractor shall carryon all work required under this Agreement and maintain 'the schedtile for serVices duringall disputes or disagreemenlS'\vith MCjA. 'No 'work shall be delayed or postponed periditjgresolution of any di~Plltes ,or dIsagreements exc~pt a~ Contractor and MCIA may othcrwise agree,;in w.iting. Should,'the Gon)ractoL fail to continue to peri'orrn its responsibilities as regardsa'ILoon-disputed' work"withotlt deiay, any additional costs inctlrred by MCIA or thcC0I1trilctorasa result, of such failure IO,)Jroceed shall be bocneby"the Qoritractor, and the, Contractor shall makecno' claim against.,MCIA for such'costs. MCIA may withhold payments on disptlted-items pending rcsolutionof'the;clispute, DisDutes. ContractorslialJ "arry on all work required under!hisjl.1,'Tecment and mainta,in -the schedule'foqervices duringal! disputes ordisagreementswitb MeJA. No work shall be delayed or postponed 'pending resolution of any disputes or disagreements except as tontractor .and MpA tnay.otlleiwise ab~ee iil writing: Should the Contractor'fail.to continue to.-perforrn its responsibilities as, regards all ,non-disputed w~rk.without deiay,any ~dditional costs incurred by !VICIA .onhe Contractor. as a resnlt of sllch., failure' lo"proceed shall be borne by the Contractor, and the Contractor shall make,'no 'claim against MCJA ,for suthco,;)s; MCIA may withhold ,', - payments ,on disputed items.pending resolution of the dispute. Non-discriminaiion, Conltact6rand :its subc6ntraclors shall not discriminate ,against any employee or,appliciliit for, employinent to ,he employed in the perfDmlance of'this. Agreement, with respect to her,or his hire, tenu,re, t~nns, conditlons; or' privilege; of9n;ploy~ent, or any matter directly or :ihdirectly related to: employment, because of ,her or his 'race, sex, sexual orientation, g'erider [(!ehlity, l'e1igio~,.'coJor, 'hational origin, 'ancestry; ag~, 1isability,or United States.military service veteran status. Breach oLthisarticle.shaILbe-regarded as a material breach _ _ _ _, . C' ,_,_ _ _, _, _ _. of this Agreement: ConOid of Interest. Contr;lbor certifies, and wamints fo'lyICJA that neiih~r'it narany of its agents, representativesor'emp'!oyees who ,will participate in the ,perlorrnance' of any services required by this Agreement has or Will have, any cohf1ict of interest, direct or indirect, with MCJA. '.' Non-contingent Fees, ConlCactor.warrants that no persnn,or selling,agency'has'been'employed or retained to' solicit or s'ecilre this Agreement upon an. agreement ortinderstanding for a 'cQmmjssion~ 'percentagej hrok~rage!- or- c~:mtinger~.t"feel ~xcepting_, b9na: fide employee~. Fot breach or violation oftliis,warranty'MCI/l. .shall have the, right to annul this Agreement without liability or in iis discretion to deduct from the AgreemenLprice;or consideration, or. otherwise recover, tlkfull amount'ofsuch commission; pcrcehtage,brokerage,tor cohtingeht fee, - . -- . - .. .' ~ ',. '. ,.., , , force Maieure. Injhe event .that either party is unable 10 perforrn any'oCits,obligations'under this Agree,,,ei,t - or to enjoy any of its :benefits - because, of naf\.lral disaster or decrees of governmental, b<;>dies llotthefault'of the qffected pat1~ (hereinath:'r referred to a. Force Majeure Event), the' party "':ho has been So. affected shall immcdiately give;,notice to the other and shall take commercially reasonable actions to~ reSunlC jJerfonnance: Upon recelpt~ofsuch' notlcet all obligations under this Agreement snail bel,rirriediatelystispended except'tor payment'obligations with respect to service-already, provide>!, If the period ofnonperforrnm),ce.exceeds S\xty (60)qays from the receipt of the:Force Majetlre:Evcnt, the party wliose ability'top.erfon11 has,not been'so affected rr41Y, by giving, written tiotice,"terminate thisAgreelllent. 5 5.16 ApolicableLaws/Forum. The Contractor agrees tilcomply with all applicable federal, state and: local laws, rules,regulations or ordinam?,eS, 'and all provisions n;quiredther:eby to .be i n~luded hereiilare l)ereby incorporated by reference. This.includes,the Federal Civil Rights Act of \964 and, if applicable, the DrugcFree Workplace Act"of 1988, 'The.enaetment of any' state' or federal statute or trie promulgation of regulations'thereunder after,execption 9f thi~ Agreement shall be reviewed by M'CJA and,the Contractor. to determine'whether the PIovisions ofthe Agreemeni require.formal modHication. . This'Agfl';ement shall be construed in accordance with,th( lav.:s qf !he,State of Indj~na, and by all applicable MUIl,cipalOrdinance Or Codes' onhe.CoIlsolidated City. of Indianapolis, County of Marion. Suit, if al'Y, shall be brou~itin.theStatc oflndiana;. County of Mati on. 5.17 Waiver. MCJA"s delay or, inaction inplIrsing. 'its remedies.~el forth in'this Agreement, or available bylaw, shall,notoperate asa walver.ofallY of the MeJA'srights'or.rcmcdies. 5.18 Severability. If,any provision ofthis<Agr.e~mcnt I~held to be,invalid; illegal, or uneQforceablc by a' court' of competent jurisdiction,,the provision shal] be stficKen,and. "ILother provisions of this Aweemcilt.wl1iCh cat. operate.independenlly of such sfricken p'rovisionsshall cotitinue"iir'full force and.effec!. 5.19 Altomevs' Fees. (':ontractor shaiLbe liable to MCJAJor reasonable attomeys' fecsincurred by MCJA in coiulection ~itli tile collectiOn or at~empt fo collect, 'any aanjages arising 'from tiJe negligent or wr(:mgful act oromissioIl or Contractor, or from Contractor's failure;to fulfill any provisions or responsibllityyrovicled herem. 5.20 Successors and Assilpls. rv!CJA and CO'1tract,oi.cacti bind~, its~!f:and 1tS., panner~, successors, cxecu"ors, administrators aniLassignsto the other party of'this ,Agrecmentand' to the partners, successors, exeeutors; administritors'and assigns of'stich other party, i~ respect to all covenants or tliis Aweement; except as 'otherWise ,provide\! hereil1: ContraCtof:shall not assign, sublet or transfer its interest in trus,Agreclllent:wi!hqut the.wrine":c'.',,sent 9fMCJA. No.Ching herein shall be construed as crcatingan,Y'personalliabllitY'onthe,.part'ofanY'officer or agent. ofMCJA, 5:21 Lobbving, Contr~dor certifies, that Fe!,ieral,6r8l1t funds arenoCu~ed;tolobby for grant programs. 5.22 losurance. MCJA recognizes that COfitnjctor'is'a,part'of" self.insured,governmentalentity with the power to impose taxeS andma)<:e,'appropriaJions fot claims ,and agi'''cs lliat.Con!ractor's sclf- insurance general lialJiliiy. liniit as set out, inth,e ']odiima. Tort Claim Act. shall satisFY its requirements',under thiS"section. 5,23 Debarinentand Suspension. 5.23.1 Contractor'certilies,byentering.imolhis,Agree'ment,'thatneither it rior its principals"re presently debarred, suspended, prop,osed:for'debarment, dcClared.ineligible,'Ot ,-:oIUlitarily'excluded from or ioeliglble for'participation in any Federal assistance: program by any Fe~~ral department ()r agency, or by any depaltment, agency or'polltical su'bdivision ofthe State'oflndii\l1a. Thetenn "principal" for purposes of this Agre'ement means an officer, director, o'wner, pm1ner, key employee, or other B,erson with priniary .management or s~perv~oryresponsibiliiies'.Cl.r a person who. has a criticalinl1llcnccon or substantivc control ovcr;theqperations ofthc Contractor, 5,23.2 Contr~ctorshallllot subcontYa~t with, any party which is' debarred or sl!spehde([ oris otheriyise excluded from or illeligi,ble for participatioryin;1ny FCder~1 a~sLstance proh'l'alll by any Federal 6 department or agency, or by any department, agency or political subdivision of the State of Indiana. 5.23.3 Contractor shall provide immediate written notice to MCJA if. at any timc after entering into this Agreement, Contractor learns that its certification was erroneous when submitted, or Contractor is debarred, suspended, proposed for debannent, declared ineligible; voluntarily excluded from or becomes ineligible for participation in any Federal assistance program. Any such event shall be cause for temlination ofihis Agreement as provided herein. 5.24 Authority to Bind Contractor. Notwithstanding anything in this Agreement to the contrary, the signatory for the Contractor represents that he/she has been duly authorized to execute agreements on behalf of the Contractor designated above, has filcd proof of such authority with MCJA and has obtained all necessary or applicable approval from the home office of the Contractor to make this Agreement fully binding upon the Contractor when his/her signature is affixed and accepted by MCJA. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates subscribed below. MARION COUNTY JUSTICE AGENCY ("MCJA") By: Jerry McCory Director Date: CARMEL POLICE DEPARTMENT,BY AND THROUGH THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ("Contractor") By: Date: ydu-~c!/ Name: Title: AND LEGALITY: By: Drew W. Carlson Assistant Corporation Counsel Date: (O-1-~ APPROVED FOR AVAILABILITY OF FUNDS and FOR EXECUTION: By: Robert J. Clifford, City Controller and Mayor's Designee Date: 7 Board of Public Works and Safety: 4/~/ 19/!C~~/./C// Ma# James Brainard _ Lori // / I Diana L. Cordray lerk Treasurer