186869 06/23/2010 CITY OF CARMEL, INDIANA VENDOR: 148000 Page 1 of 1
ONE CIVIC SQUARE INDIANA DEPT OF TRANSPORTATION
CARMEL, INDIANA 46032 CHECK AMOUNT: $80D.40
ti,. 100 N SENATE AVE, RM N725
ATTN: CASHIER CHECK NUMBER: 186869
INDIANAPOLIS IN 46204
CHECK DATE: 6/23/2010
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
1125 4239031 CONTRACT 800.00 STREET SIGNS
s
CONTRACT
RECREATIONAL AND CULTURAL INTEREST AREA SIGNS
EDS A249- 10- 321365
THIS Contract made and entered into on 2010 by and between the
STATE OF INDIANA through the INDIANA DEPARTMENT OF TRANSPORTATION, INDOT) and,
Carmel Clay Parks and Recreation
1411 E. 116` St.
Carmel, IN 46032
hereinafter referred to as the "ATTRACTION" through their duly authorized and undersigned officials,
WITNESSETH:
WHEREAS: The ATTRACTION has requested the installation of Recreational and Cultural Interest Area
Signs RACIAS) on US 31, northbound and southbound, at 11.6 Street in Hamilton County for the Monon
Community Center, guiding tourists to the ATTRACTION as a benefit to the ATTRACTION, and;
WHEREAS: INDOT agrees that the installation of such signs is in the best interests of the motoring public.
NOW THEREFORE, it is agreed by and between INDOT and the ATTRACTION that RACIAS shall be
installed and maintained at approved locations on US 31, northbound and southbound, under terms and conditions as
specified below:
I. TERM OF CONTRACT:
This CONTRACT shall be for four (4) years from the date of the last INDOT Signatory or until
reconstruction of US -31 at 116'" Street begins, whichever occurs first, and will be effective the date
this Contract is approved by the Attorney General of Indiana or an authorized representative. (See date of
Approval above.) The contract may be renewed upon the request of the ATTRACTION and with the
concurrence of INDOT. For a renewal, INDOT will require the ATTRACTION to be in compliance with
the then current program criteria for the type of attraction being signed.
I1. DESIGN OF RACIAS
The RACIAS shall be a one (1) or two (2) line sign that reads Monon Community Center with an appropriate
right or left arrow and distance to ATTRACTION. The signs will be brown high intensity background with
white, high intensity legend and border on aluminum substrate. Sign supports will be standard U- channel or
square steel sign posts.
III. INSTALLATION
A. Prior to INDOT installing RACIAS on the highway, the ATTRACTION shall have installed any
trailblazer signs needed to assist motorist from the highway to the ATTRACTION. Trailblazer Signs
shall not be installed on INDOT highway right -of -way.
B. Payment of fees stated in Section VI of this CONTRACT must be paid within one (1) year of
CONTRACT date or the CONTRACT may be cancelled and shall need to be re- negotiated. After
receiving the payment required in Section VI of this CONTRACT, INDOT will fabricate the
RACIAS. After verifying that the trailblazer signs are in place, INDOT will install the RACIAS on
standard sign posts at locations chosen at the sole discretion of INDOT
IV. MAINTENANCE
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A. Upon installation of the RACIAS by INDOT, the signs, all attachments, appurtenances, equipment and
materials will remain the property of INDOT and shall be controlled and maintained by INDOT under
the laws of the STATE OF INDIANA now in force or hereinafter enacted.
B. For the RACIAS to remain on the highway, the ATTRACTION must maintain any trailblazer signs
needed to guide motorist from the highway to the ATTRACTION. These signs must not be on the
highway right -of -way.
V. NOTICE TO PARTIES
Whenever any notice, statement or other communication is required under this Contract, it shall be sent to
the following addresses, unless otherwise specifically advised.
r otice to ATTRACTION Notice to INDOT
armel Cia Parks and Recreation The Indiana De artment of Trans ortation
411 E. 116` St. 100 N. Senate Ave.
armel, IN 46032 Contract Administration, N$55
Indianapolis IN 46204
Vl. PAYMENTS
1, The ATTRACTION shall pay INDOT for the fabrication, installation and first annual maintenance
fees as shown below before INDOT fabricates or installs the RACIAS. The payment will be due
immediately upon execution of this Contract. This fee is not pro- rated.
a. $200.00 ($100.00 per sign) for fabrication of two (2) RACIAS, and;
b. $500-00 ($250.00 per sign) for installation of two (2) RACIAS, and;
C. $1.00.00 ($50.00 per sign) annually nance of two (2) RACIAS.
Total first year's payme t $$00.00 purchase Rom 4 S�
Descrlptiotl
2. The ATTRACTION shall send the payment to: Des
Indiana Department of Transportation
�M Mc, Accounting and Control Division, Budget S im^
Accounts Receivable, Attention Cashier Line
o/ 0 100 North Senate Avenue, Room N725
Indianapolis, IN 46204 AZ^ Dete�
3 cance n s ta ted
l this CONTRACT and the ATTRACTIONnwill)need CON o to request a other be
executed.
4. The RACIAS annual maintenance fee shall be paid by the ATTRACTION, on or before the
anniversary date of this Contract. If this payment is not received within ninety (90) days of the
anniversary date, INDOT may remove the signs and a new Contract will be required before
reinstallation.
5. There will be no reimbursement of fees paid, if the signs, their design, or locations are changed by
INDOT or removed by INDOT when reconstruction of US -31 at 116`" Street begins during the
initial contract period of four (4) years, or the additional eight (8) years if the renewal option is
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executed; likewise, the ATTRACTION will not be charged for any change other than the annual
maintenance fee.
6. A change of sign design or location requested by the ATTRACTION, before the signs are removed
by MOT when reconstruction of US -31 at 116"' Street begins, will require a new Contract. Any
previous payments to INDOT will not be reimbursed or applied to the new Contract.
VLI. ATTRACTION RESPONSIBILITIES
The ATTRACTION responsibilities shall include but are not limited to:
1. Wherever in this Contract any obligation or responsibility is assumed by the ATTRACTION,
same shall be deemed an obligation of said ATTRACTION.
2. The ATTRACTION shall perform all actions required under this Contract to INDOT's reasonable
satisfaction, as determined at the discretion of INDOT and in accordance with all applicable
federal, state, local laws, ordinances, rules, and regulations.
3. The ATTRACTION shall maintain trailblazer signs in good condition to guide motorists. These
signs shall not be on INDOT right -of -way. Failure to maintain the trailblazer signs may be basis
for removal of the RA.CIAS by INDOT.
4. For any four (4) year Contract term, the ATTRACTION shall maintain operation in compliance
with the criteria for participating in the RACIAS program at the beginning of the four (4) year
term.
VIII. GENERAL PROVISIONS
1. Audit.
The ATTRACTION 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 and/or in accordance with audit requirements specified
elsewhere in this Contract.
2. Assignment
The ATTRACTION binds its successors and assignees to all the terms and conditions of this
Contract. The ATTRACTION shall not assign or subcontract the whole or any part of this
Contract without INDOT's prior written consent.
3. Authority to Bind ATTRACTION
The ATTRACTION warrants that it has the necessary authority to enter into this Contract. The
signatory for the ATTRACTION represents that he /she has been duly authorized to execute this
Contract on behalf of the ATTRACTION, and has obtained all necessary or applicable approval to
make this Contract fully binding upon the ATTRACTION when his/her signature is affixed and
accepted by INDOT.
4. Compliance with Laws.
A. The ATTRACTION 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 of any state or federal statute, or the
promulgation of regulations thereunder, after execution of this Contract shall be
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reviewed by INDOT and the ATTRACTION to determine whether formal modifications
are required to the provisions of this Contract.
B. The ATTRACTION 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 Indiana Code 4-
2-6, e! seq., Indiana Code 4 -2 -7, et. seq., the regulations promulgated thereunder, and
Executive Order 05 -12, dated January 12, 2005. If the ATTRACTION is not familiar
with these ethical requirements, the ATTRACTION should refer any questions to the
Indiana State Ethics Commission, or visit the Indiana State Ethics Commission website at
<<http: /www.in.gov /ethics If the ATTRACTION or its agents violate any
applicable ethical standards, the State may, at its sole discretion, terminate this Contract
immediately upon notice to the ATTRACTION. In addition, the ATTRACTION may be
subject to penalties under Indiana Code 4 -2 -6 and 4 -2 -7, and under any other
applicable state or federal laws.
C. The ATTRACTION certifies by entering into this Agreement, that neither it nor its
principal(s) are presently in arrears in payment of its taxes, permit fees or other statutory,
regulatory or judicially required payments to the State of Indiana.
D. The ATTRACTION warrants that it has no current or outstanding criminal, civil, or
enforcement actions initiated by the State of Indiana pending, and agrees that it will
immediately notify INDOT of any such actions.
E. If a valid dispute exists as to the ATTRACTION's liability or guilt in any action initiated
by the State of Indiana or its agencies, and INDOT decides to delay, withhold, or deny
placement of the RACIAS, the ATTRACTION may request that the RACIAS be
fabricated and erected, without delay. The ATTRACTION must submit, in writing, a
request for review to INDOT. A determination by INDOT shall be final and binding on
the parties and not subject to administrative review. Any work that INDOT may delay,
withhold, deny, or apply under this section shall not be subject to penalty or interest
under IC 5 -17 -5.
F. The ATTRACTION represents and warrants that the ATTRACTION shall obtain and
maintain all required permits, licenses, registrations and approvals, as well as comply
with all health, safety, and environmental statutes, rules, or regulations in the
performance of work activities for INDOT. Failure to do so may be deemed a material
breach of this Contract and grounds for termination and denial of further work with the
State.
G. The ATTRACTION hereby represents and warrants that, if it is an entity described in IC
Title 23, it is properly registered and owes no outstanding reports with the Indiana
Secretary of State.
H. As required by IC 5- 22 -3 -7: (1) the ATTRACTION and any principals of the
ATTRACTION certify that (A) the ATTRACTION, 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 ATTRACTION
will not violate the terns of IC 24 -43 for the duration of the Contract, even if IC 244.7
is preempted by federal law. (2) The ATTRACTION and any principals of the
ATTRACTION certify that an affiliate or principal of the ATTRACTION and any agent
acting on behalf of the ATTRACTION or on behalf of an affiliate or principal of the
ATTRACTION: (A) except for de minimis and nonsystematic violations, has not
violated the terms of IC 24 -4.7 in the previous three hundred sixty-five (365) days, even
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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.
I. As required by IC 4 -13 -2 -14.8: Not withstanding any other law, rule, or custom, a
person, company or attraction whom has a Contract with the State or submits invoices to
the state for payment shall authorize, in writing, the direct deposit, by electronic funds
transfer, of all payments by the state to the person or company. The written authorization
must designate a financial institution and an account number to which all payments are to
be credited. For forms and additional information, the Attraction may visit the Auditor
of State's website at www.in.pov /auditor /fornis
5. Confidentiality of State Information.
The ATTRACTION understands and agrees that data, materials, and information disclosed to
ATTRACTION may contain confidential and protected information. Therefore, the
ATTTRACTION covenants that data, material, and information gathered, based upon or disclosed
to the ATTRACTION for the purpose of this Contract, will not be disclosed to others or discussed
with third parties without INDOT's prior written consent.
6. Disputes
A. Should any disputes arise with respect to the Contract, the ATTRACTION and the State
agree to act immediately to resolve such disputes. Time is of the essence in the
resolution of disputes.
B. The ATTRACTION 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 ATTRACTION fail to continue to perform its
responsibilities regarding all non- disputed work, without delay, any additional costs
incurred by the State or the ATTRACTION as a result of such failure to proceed shall be
borne by the ATTRACTION, and the ATTRACTION shall make no claim within ten
(10) working days following notification in written by either party of the existence of a
dispute, then the following procedure shall apply:
The parties agree to resolve such matters through submission of this dispute to the
Commissioner of the Indiana Department of Administration. The Commissioner shall
reduce a decision to writing and mail or otherwise furnish a copy thereof to the
ATTRACTION and INDOT within ten (10) working days after presentation of such
dispute for action. The Commissioner's decision shall be final and conclusive unless
either party mails or otherwise furnishes to the Commissioner, within ten (10) working
days after receipt of the Commissioner's decision a written appeal. Within ten (10)
working days of receipt by the Commissioner of a written request for appeal, the decision
may be reconsidered. If no reconsideration or mediation for the determination, or
otherwise the dispute may be submitted to an Indiana court of competent jurisdiction.
7. Drug-Free Workplace Certification.
The ATTRACTION hereby covenants and agrees to make a good faith effort to provide and
maintain a drug -free workplace, and that it will give written notice to the Indiana Department of
Transportation and the Indiana Department of Administration within ten (10) days after receiving
actual notice that an employee of the ATTRACTION in the State of Indiana has been convicted of a
criminal drug violation occurring in the ATTRACTION workplace. False certification or violation
of the certification may result in sanctions including, but not limited to, suspension of Contract
payments, termination of the Contract and/or debarment of contracting opportunities with the State of
Indiana for up to three (3) years.
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In addition to the provisions of the above paragraphs, if the total Contract amount set forth in this
Contract is in excess of $25,000.00, ATTRACTION hereby further agrees that this Contract is
expressly subject to the terms, conditions and representations of the following certification:
This certification is required by Executive Order No. 90 -5, April 12, 1990, issued by the Governor
of Indiana. Pursuant to its delegated authority, the Indiana Department of Administration is
requiring the inclusion of this certification in all contracts with and grants from the State of
Indiana in excess of $25,000.00. No award of a contract shall be made, and no contract, purchase
order or agreement, the total amount of which exceeds $25,000.00, shall be valid, unless and until
this certification has been fully executed by the ATTRACTION and made a part of the contract or
agreement as part of the contract documents.
The ATTRACTION certifies and agrees that it will provide a drug -free workplace by:
A Publishing and providing to all of its employees a statement notifying their employees
that the unlawful manufacture, distribution, dispensing, possession or use of a controlled
substance is prohibited in the ATTRACTION 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 ATTRACTION 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 (l) abide by the terms of the
statement; and (2) notify the ATTRACTION of any criminal drug statute conviction for a
violation occurring in the workplace no later than five (5) days after such conviction;
D. Notifying in writing the State 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) take appropriate
personnel action against the employee, up to and including termination; or (2) require
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.
Employment Option.
If INDOT determines that it would be in the State's best interest to hire an employee of the
ATTRACTION, the ATTRACTION will release the selected employee from any non compete
agreements that may be in effect. This release will be at no cost to the State or the employee
9. Force Maieure
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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 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.
10. Fundin Cancellation Clause.
When the Director of the State Budget Agency makes a written determination that funds are not
appropriated or otherwise available to support continuation of the performance of this Contract,
this Contract shall be canceled. A determination by the Director of SBA that funds are not
appropriated or otherwise available to support continuation of performance shall be final and
conclusive.
11. Governing Laws.
This Contract shall be construed in accordance with and governed by the laws of the State of
Indiana and the suit, if any, must be brought in the State of Indiana.
12. Heading
Headings in this Contract are for convenience only and shall not be used to interpret or construe
its provisions.
13. Indemnification
The ATTRACTION agrees to indemnify, defend, and hold harmless INDOT, its agents, officers,
and employees from all claims and suits including court costs, attorney's fees, and other expenses
caused by any act or omission of the ATTRACTION in the performance of this Contract. The
State shall not provide such indemnification to the ATTRACTION.
14. Non- Discrimination
Pursuant to I.C. 22- 9 -1 -10 and the Civil Rights Act of 1964, the ATTRACTION, its agents,
contractors and subcontractors, shall not discriminate against any employee or applicant for
employment 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, disability, national origin, or ancestry. Breach of this covenant may be
regarded as a material breach of the Contract. Acceptance of this Contract also signifies
compliance with applicable Federal Laws, regulations, and Executive Orders prohibiting
discrimination in the provision of services based on race, color, national origin, age, sex, disability
or status as a veteran. The ATTRACTION understands that 1NDOT is a recipient of federal funds.
Pursuant to that understanding, the ATTRACTION and its subcontractor, if any, agree that if the
ATTRACTION employs fifty (50) or more employees and does at least $50,000.00 worth of
business with INDOT and is not exempt, the ATTRACTION will comply with the affirmative
action reporting requirements of 41 CFR 60 -1.7. The ATTRACTION shall comply with Section
202 of Executive Order 11246, as amended, 41 CFR 60 -250, and 41 CFR 60 -741, as amended,
which are incorporated herein by specific reference. Breach of this covenant may be regarded as a
material breach of contract.
15. Order of Precedence
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Any inconsistency or ambiguity in this Contract shall be resolved by giving precedence in the
following order:
(1) This Contract,
(2) Attachments prepared by INDOT,
(3) Attachments prepared by the ATTRACTION.
(4) All of the foregoing is incorporated fully by reference.
16. Payment.
All payments shall be made in arrears in conformance with State fiscal policies and procedures
and, as required by IC 4 -13 -2 -14.8, by electronic funds transfer to the financial institution
designated by the ATTRACTION in writing unless a specific waiver has been obtained from the
Indiana Auditor of State. No payments will be made in advance of receipt of the goods or services
that are the subject of this Contract except as permitted by IC 4- 13 -2 -20. For forms and additional
information, the Attraction may visit the Auditor of State's website at www.in.gov /auditor /forms.
17, Previous Contracts Superseded or Revoked_
This Contract supersedes and/or revokes any previous contract between said parties hereto
pertaining to RACIAS installation at this location. Such above terms and conditions as they apply
to INDOT shall remain in effect only so long as the location mentioned herein is a part of the
State Highway System.
18, Status of Claims
The ATTRACTION shall be responsible for keeping INDOT currently advised as to the status of
any claims made for damages against the ATTRACTION resulting from work performed under
this Contract. The ATTRACTION shall send notice of claims related to work under this Contract
to:
Chief Counsel
Indiana Department of Transportation
100 North Senate Avenue, Room. N758
Indianapolis, IN 46204 -2249
19. Taxes
The State is exempt from most state and local taxes and many federal taxes. The State will not be
responsible for any taxes levied on the ATTRACTION as a result of this Contract.
[Remainder of Page Intentionally Left Blank]
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Non Collusion The undersigned attests, subject to the penalties for perjury, that he /she is the
contracting party, or that he /she is the representative, agent, member or officer of the contracting
party, that he /she has not, nor has any other member, employee, representative, agent or officer
of the firm, company, corporation or partnership represented by bim/her, directly or indirectly, to
the best of his /her knowledge, entered into or offered to enter into any combination, collusion or
agreement to receive or pay, and that he /she has not received or paid any sum of money or other
consideration for the execution of this agreement other than that which appears upon the face of
the agreement.
In Witness Whereof, ATTRACTION and the State of Indiana have, through duly authorized
representatives, entered into this Supplement. The parties having read and understand the forgoing
terms of the Contract do by their respective signatures dated below hereby agree to the terms thereof.
ATTRACTION STATE OF INDIANA
Carmel Clay Parks and Recreation Indiana Department of Transportation
Executed By:
Name/ Tit
�t tu� k I O 4° r Ryan Gallagher
Date: Director, Traffic Management
Date:
Attest:
Secretary
STATE OF INDIANA
Indiana Department of Administration Indiana State Budget Agency
(For) (For)
Robert D. Wynkoop, Commissioner Christopher A. Ruhl, Director
Date: Date:
Approved as to Form and Legality:
(For)
Gregory F. Zoeller, Attorney General of Indiana
Prepared by: Laura Monk, June 10, 2010
Date:
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ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice of bill to be properly itemized must show; kind of service, where performed, dates service rendered, by
whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc.
Payee
Purchase Order No.
Indiana Department of Transportation Terms
Accounting and Control Division
Accounts Receivable, Attention Cashier
100 North Senate Avenue, Room N725
Indianapolis, IN 46204
Invoice Invoice Description
Date Number (or note attached invoice(s) or bill(s)) PO Amount
6/10/10 Contract Central Park Road Attraction signs 800.00
Total 800.00
I hereby certify that the attached invoice(s), or bill(s) is (are) true and correct and I have audited same in accordance
with IC 5- 11- 10 -1.6
20�
Clerk- Treasurer
:Voucher No. Warrant No.
Indiana Department of Transportation Allowed 20
Accounting and Control Division
Accounts Receivable, Attention Cashier
100 North Senate Avenue, Room N725 In Sum of
Indianapolis, IN 46204
800.00
ON ACCOUNT OF APPROPRIATION FOR
101 General Fund
PO# or INVOICE NO. ACCT #/TITLE AMOUNT Board Members
Dept
112.5 Contract 4239031 800.00 1 hereby certify that the attached invoice(s), or
bill(s) is (are) true and correct and that the
materials or services itemized thereon for
which charge is made were ordered and
received except
17 -Jun 2010
Signature
800.00 Accounts Payable Coordinator
Cost distribution ledger classification if Title
claim paid motor vehicle highway fund