MCJA/Carmel/Metro Drug Task Force
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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.
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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.
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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,
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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:
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Marion Coun(~ Justice Agency
Attn: Jerry MeCory, Director
200_ E. Wa~liington$l,,; # 1921'
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5.12
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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
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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,
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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.
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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
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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:
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Board of Public Works and Safety:
4/~/ 19/!C~~/./C//
Ma# James Brainard _
Lori
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Diana L. Cordray lerk Treasurer